File No. 70-9169
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
* * *
AMENDMENT NO. 1
TO
FORM U-1 DECLARATION
under the
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
* * *
AMERICAN ELECTRIC POWER COMPANY, INC.
1 Riverside Plaza, Columbus, Ohio 43215
and
CENTRAL AND SOUTH WEST CORPORATION
1616 Woodall Rodgers Freeway, Dallas Texas 75266
(Name of companies and top registered holding company
parents filing this statement and address
of principal executive offices)
* * *
Armando A. Pena Wendy G. Hargus
Treasurer Treasurer
American Electric Power Company, Inc. Central and South West Corporation
1 Riverside Plaza 1616 Woodall Rodgers Freeway
Columbus, OH 43215 Dallas, TX 75266
Marianne Smythe Joris M. Hogan
Wilmer, Cutler & Pickering Milbank, Tweed, Hadley & McCloy
2445 M Street, N.W. 1 Chase Manhattan Plaza
Washington, DC 20037-1420 New York, NY 10005
(Names and addresses of agents for service)
American Electric Power Company, Inc. ("AEP"), a New York
corporation and a registered holding company under the Public
Utility Holding Company Act of 1935, as amended (the "Act"), and
Central and South West Corporation ("CSW", and together with AEP,
the "Companies"), a Delaware corporation and a registered holding
company under the Act, hereby amend their joint Form U-1
Declaration in File No. 70-9169 by amending and restating the
second and fourth paragraphs of Item 1. Description of Proposed
Transaction as follows:
"Pursuant to the terms of the Merger Agreement, the
Companies have agreed to convene meetings of their
respective shareholders for the purpose of obtaining
required shareholder approvals relating to the Merger.
In respect of the Merger, AEP will seek to obtain (1) the
affirmative vote of holders of a majority of outstanding
shares of AEP common stock to approve an amendment to the
restated certificate of incorporation to increase the
number of authorized shares of AEP common stock, and (2)
the affirmative vote of holders of a majority of the
shares of AEP common stock cast on the proposal to
approve the issuance of shares of AEP common stock,
provided that the total votes cast on the proposal
represent a majority of the outstanding shares of AEP
common stock. The proposed charter amendment will be
effected, if approved by AEP shareholders, regardless of
whether the merger is consummated. The additional
authorized shares would provide AEP with the ability to
respond to future business needs and opportunities. The
additional authorized shares would be available for
issuance by AEP in connection with possible investment
opportunities, acquisitions of assets and other companies
or for other corporate purposes. CSW will seek to obtain
approval of the Merger by the affirmative vote of the
holders of a majority of the outstanding shares of CSW
common stock.
AEP and CSW currently intend to mail definitive
proxy materials to their shareholders at least 30 days
prior to their regularly scheduled annual meetings.
Their annual meetings are tentatively scheduled for the
last week in May. Accordingly, the Companies
respectfully request that the Commission grant them
authority to provide their respective shareholders with
such proxy materials in their final form (the
'Solicitation'). At a later date, AEP and CSW plan to
file an application/declaration on Form U-1 requesting
authority to consummate the Merger and related
transactions, including, but not limited to, the issuance
of AEP common stock."
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused
this statement to be signed on their behalf by the undersigned
thereunto duly authorized.
AMERICAN ELECTRIC POWER COMPANY, INC.
By_/s/ A. A. Pena_____________________
Treasurer
CENTRAL AND SOUTH WEST CORPORATION
By_/s/ Wendy G. Hargus________________
Treasurer
Dated: March 30, 1998
