UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 22, 1997
COMMISSION REGISTRANT, STATE OF INCORPORATION, I.R.S. EMPLOYER
FILE NUMBER ADDRESS AND TELEPHONE NUMBER IDENTIFICATION NO.
1-1443 CENTRAL AND SOUTH WEST CORPORATION 51-0007707
(A Delaware Corporation)
1616 Woodall Rodgers Freeway
Dallas, TX 75202
(214) 777-1000
0-346 CENTRAL POWER AND LIGHT COMPANY 74-0550600
(A Texas Corporation)
539 North Carancahua Street
Corpus Christi, Texas 78401-2802
(512) 881-5300
0-343 PUBLIC SERVICE COMPANY OF OKLAHOMA 73-0410895
(An Oklahoma Corporation)
212 East 6th Street
Tulsa, Oklahoma 74119-1212
(918) 599-2000
1-3146 SOUTHWESTERN ELECTRIC POWER COMPANY 72-0323455
(A Delaware Corporation)
428 Travis Street
Shreveport, Louisiana 71156-0001
(318) 222-2141
0-340 WEST TEXAS UTILITIES COMPANY 75-0646790
(A Texas Corporation)
301 Cypress Street
Abilene, Texas 79601-5820
(915) 674-7000
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GLOSSARY OF TERMS
The following abbreviations or acronyms used in this text are defined below:
ABBREVIATION OR ACRONYM DEFINITION
CPL...........................Central Power and Light Company, Corpus Christi,
Texas
CSW...........................Central and South West Corporation, Dallas, Texas
PSO...........................Public Service Company of Oklahoma, Tulsa,
Oklahoma
SWEPCO........................Southwestern Electric Power Company, Shreveport,
Louisiana
WTU...........................West Texas Utilities Company, Abilene, Texas
FORWARD LOOKING INFORMATION
This report and other presentations made by CSW and its subsidiaries contain
forward looking statements within the meaning of Section 21E of the Exchange
Act. Although CSW and each of its subsidiaries believe that, in making any such
statements, its expectations are based on reasonable assumptions, any such
statements may be influenced by factors that could cause actual outcomes and
results to be materially different from those projected. Important factors that
could cause actual results to differ materially from those in the forward
looking statements include, but are not limited to: the impact of general
economic changes in the U.S. and in countries in which CSW either currently has
made or in the future may make investments; the impact of deregulation on the
U.S. electric utility business; increased competition and electric utility
industry restructuring in the U.S.; federal and state regulatory developments
and changes in law which may have a substantial adverse impact on the value of
CSW System assets; timing and adequacy of rate relief; adverse changes in
electric load and customer growth; climatic changes or unexpected changes in
weather patterns; changing fuel prices, generating plant and distribution
facility performance; decommissioning costs associated with nuclear generating
facilities; uncertainties in foreign operations and foreign laws affecting CSW's
investments in those countries; the effects of retail competition in the natural
gas and electricity distribution and supply businesses in the United Kingdom;
and the timing and success of efforts to develop or acquire domestic and
international power projects and utility assets. In the non-utility area, the
aforementioned factors would also apply, and, in addition, would include: the
ability to compete effectively in new areas, including telecommunications, power
marketing and brokering, and other energy related services, as well as evolving
federal and state regulatory legislation and policies that may adversely affect
those industries generally or the CSW System's business in areas in which it
operates.
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ITEM 5. OTHER EVENTS
On December 22, 1997 CSW issued a news release, related to a proposed
merger between CSW and American Electric Power Company, Inc., which is attached
as an exhibit. CSW is the parent company of CPL, PSO, SWEPCO and WTU, as well
as other subsidiaries involved in energy-related businesses, telecommunications
and financial transactions.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit 99.1 CSW News Release dated December 22, 1997.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CENTRAL AND SOUTH WEST CORPORATION
Date: December 24, 1997
By: /S/ LAWRENCE B. CONNORS
Lawrence B. Connors
Controller
CENTRAL POWER AND LIGHT COMPANY
PUBLIC SERVICE COMPANY OF OKLAHOMA
SOUTHWESTERN ELECTRIC POWER COMPANY
WEST TEXAS UTILITIES COMPANY
Date: December 24, 1997
By: /S/ R. Russell Davis
R. Russell Davis
Controller
AEP American CSW
Electric ==================================
Power Central and South West Corporation
AEP: America's Energy PartnerSM ==================================
CONTACTS FOR AMERICAN ELECTRIC POWER: CONTACTS FOR CENTRAL AND SOUTH WEST:
MEDIA: MEDIA:
Name: Pat D. Hemlepp Name: Gerald R. Hunter
Phone: (614) 223-1620 Phone: (214) 777-1165
INVESTORS: INVESTORS:
Name: John Bilacic Name: Becky Hall
Phone: (614) 223-2847 Phone: (214) 777-1277
AMERICAN ELECTRIC POWER AND CENTRAL AND SOUTH WEST
AGREE TO $28.1 BILLION COMBINATION
CREATES NATION'S PREEMINENT DIVERSIFIED ELECTRIC UTILITY
WITH LOW-COST GENERATION ASSETS
COLUMBUS, OHIO, AND DALLAS, TEXAS (DECEMBER 22, 1997) - American Electric Power
Company, Inc. ("AEP") [NYSE: AEP] and Central and South West Corporation ("CSW")
[NYSE: CSR] today announced that their boards of directors have approved a
definitive merger agreement for a tax-free, stock-for-stock transaction creating
a company with a total market capitalization of approximately $28.1 billion
($16.5 billion in equity; $11.6 billion in debt and preferred stock). The
combination is expected to be accounted for as a pooling of interests.
This combination creates the nation's preeminent diversified electric utility
serving more than 4.6 million customers in 11 states and approximately 4 million
customers outside the United States. Both companies have low-cost generation and
offer their customers in every state prices below the national average. Over the
last two years, both AEP and CSW have ranked among the top five electric
utilities in customer satisfaction in the American Customer Satisfaction
Index(TM).*
Under the agreement, each common share of CSW will be converted into 0.6 shares
of AEP. Based upon AEP's closing price of $52.00 on Friday, December 19, 1997,
this represents a premium of 20% over the CSW closing price of $26.00. AEP will
issue approximately $6.6 billion in stock to CSW stockholders to complete the
transaction. CSW stockholders will own approximately 40% of the combined
company. Both companies anticipate continuing their current dividend policies
until the close of the transaction.
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Under the merger agreement, there will be no changes required with respect to
the public debt issues or the outstanding preferred stock of CSW or its
subsidiaries.
Dr. E. Linn Draper Jr., chairman, president and chief executive officer of AEP,
said, "We believe that together we will be a successful competitor - nationally
and internationally - in the 21st century. This merger creates a company that is
diverse in its fuels, its generation and its workplace - a link between the
Midwest and the Southwest, reaching from Canada to Mexico. We are two companies
that have historically been efficient and financially strong. Together, we will
participate in three major power pools (ERCOT, SPP and ECAR) across the country.
"No two companies are more closely aligned in their visions and philosophies
than AEP and CSW," Draper continued. "We are both pro-competition and are eager
for the day when customers have a choice of energy companies. We believe this
agreement creates the kind of company regulators, legislators and government
officials want operating in their states - a company able to produce and deliver
low-cost power, a company ready to compete for the benefit of its customers and
a high-quality, well-capitalized company positioned to handle the future. The
agreement we announce today will create value for customers, employees and
shareholders."
E. R. Brooks, chairman and chief executive officer of CSW, said, "With this
merger, CSW and AEP will be doing much more than simply combining two excellent
companies to create a larger one. We are creating a new standard for excellence
in the emerging global energy and related services market.
"CSW and AEP are the right fit. We both excel at customer service. We both are
among the lowest-cost electricity generators in the United States. We both place
a premium on innovation. And, most importantly, we both are committed to leading
our industry into a competitive future," said Brooks. "This strategic
combination will create new value for shareholders. It will deliver exceptional
service and products to customers and it will be a magnet for talented
employees."
Brooks continued, "AEP has positioned itself to become `America's Energy
Partner'SM at a time when customer choices on energy supply are rapidly
expanding. This past summer, drawing aim at that same future of customer choice,
CSW embraced the slogan `Advanced thinking. Enhanced living.' as our standard
for customer service. Separately, I am confident we would reach these
objectives. Together, we'll do it smarter, we'll do it better, and we'll get
where we intend to go faster."
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The companies anticipate savings related to the merger of approximately $2
billion over a 10-year period from the elimination of duplication in corporate
and administrative programs, greater efficiencies in operations and business
processes, increased purchasing efficiencies, and the combination of the two
work forces. At the same time, the companies will continue their commitment to
high-quality, reliable service. Position reductions because of the merger are
expected to be approximately 1,300 out of a total domestic work force of
approximately 25,000. The combined company will use a combination of growth,
reduced hiring and attrition to minimize the need for employee separations.
Organizational and staffing recommendations will be made by transition teams of
employees from both companies.
The companies anticipate that the merger will not affect base rates. The
electric systems of AEP and CSW will operate on an integrated and coordinated
basis as required by the Public Utility Holding Company Act of 1935. Any fuel
savings resulting from the coordinated operation of the combined company will be
passed on to customers.
Draper, currently chairman, president and chief executive officer of AEP, will
remain chairman, president and chief executive officer of the combined company.
Brooks, currently chairman and chief executive officer of CSW, will become a
board member of the combined company. Thomas V. Shockley III, CSW president and
chief operating officer, will continue as a key senior officer of the combined
company in the Southwest region. The board of the combined company will be made
up of 15 members, 10 from AEP, plus Brooks and four others from CSW. The name of
the combined company will be American Electric Power Company, Inc. and will be
headquartered in Columbus, Ohio, with significant operations in all 11 states.
The merger is conditioned, among other things, upon the approvals of each
company's shareholders and state and federal regulatory agencies. The companies
anticipate that regulatory procedures can be completed in 12 to 18 months.
AEP and CSW have ownership interests in two regional electric companies in the
United Kingdom. AEP owns 50% of Yorkshire Electricity Group plc through a joint
venture with New Century Energies, Inc. CSW owns SEEBOARD plc. AEP and CSW will
keep the United Kingdom regulators and officials fully advised of the
transaction.
Salomon Smith Barney acted as financial advisor and provided a fairness opinion
to AEP. Morgan Stanley & Co. Incorporated acted as financial advisor and
provided a fairness opinion to CSW.
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Central and South West Corporation is a global, diversified public utility
holding company based in Dallas. CSW owns four electric operating subsidiaries
serving 1.7 million customers in Texas, Oklahoma, Louisiana and Arkansas, a
regional electricity company in the United Kingdom, other international energy
operations and non-utility subsidiaries involved in energy-related investments,
telecommunications, energy efficiency and financial transactions.
American Electric Power Company, Inc., a global energy company, is one of the
United States' largest investor-owned utilities, providing energy to 2.9 million
customers in Ohio, Indiana, Michigan, West Virginia, Virginia, Tennessee and
Kentucky. AEP has holdings in the United States, the United Kingdom and China.
Wholly-owned subsidiaries provide power engineering, consulting and management
services around the world. The company is based in Columbus, Ohio.
The press release includes forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934. These forward-looking
statements reflect numerous assumptions, and involve a number of risks and
uncertainties. Among the factors that could cause actual results to differ
materially are: electric load and customer growth; abnormal weather conditions;
available sources and cost of fuel and generating capacity; the speed and degree
to which competition enters the power generation, wholesale and retail sectors
of the electric utility industry; state and federal regulatory initiatives that
increase competition, threaten cost and investment recovery, and impact rate
structures; the ability of the combined company to successfully reduce its cost
structure; the degree to which the combined company develops non-regulated
business ventures; the economic climate and growth in the service territories of
the two companies; economies generated by the merger; inflationary trends and
interest rates and the other risks detailed from time to time in the two
companies' SEC reports.
* Survey conducted by University of Michigan Business School and American
Society of Quality Control.
# # #
Note to Editors: Today's news release, along with other news about American
Electric Power Company, Inc. and Central and South West Corporation, is
available on the Internet at www.aep.com and www.csw.com.
