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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: December 15, 1999
(Date of earliest event reported)
Commission Registrant; State of Incorporation; I.R.S. Employer
File Number Address; and Telephone Number Identification No.
1-3525 AMERICAN ELECTRIC POWER COMPANY, INC. 13-4922640
(A New York Corporation)
1 Riverside Plaza
Columbus, Ohio 43215
Telephone (614) 223-1000
0-18135 AEP GENERATING COMPANY 31-1033833
(An Ohio Corporation)
1 Riverside Plaza
Columbus, Ohio 43215
Telephone (614) 223-1000
1-3457 APPALACHIAN POWER COMPANY 54-0124790
(A Virginia Corporation)
40 Franklin Road, S.W.
Roanoke, Virginia 24011
Telephone (540) 985-2300
1-2680 COLUMBUS SOUTHERN POWER COMPANY 31-4154203
(An Ohio Corporation)
1 Riverside Plaza
Columbus, Ohio 43215
Telephone (614) 223-1000
1-3570 INDIANA MICHIGAN POWER COMPANY 35-0410455
(An Indiana Corporation)
One Summit Square
P.O. Box 60
Fort Wayne, Indiana 46801
Telephone (219) 425-2111
1-6858 KENTUCKY POWER COMPANY 61-0247775
(A Kentucky Corporation)
1701 Central Avenue
Ashland, Kentucky 41101
Telephone (800) 572-1141
1-6543 OHIO POWER COMPANY 31-4271000
(An Ohio Corporation)
301 Cleveland Avenue, S.W.
Canton, Ohio 44702
Telephone (330) 456-8173
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This combined Form 8-K is separately filed by American Electric Power
Company, Inc. ("AEP"), AEP Generating Company ("AEGCo"), Appalachian Power
Company ("APCo"), Columbus Southern Power Company ("CSPCo"), Indiana Michigan
Power Company ("I&M"), Kentucky Power Company ("KEPCo"), and Ohio Power
Company ("OPCo"). Information contained herein relating to any individual
registrant is filed by such registrant on its behalf. No registrant makes any
representation as to information relating to any other registrant, except
that information relating to any of AEGCo, APCo, CSPCo, I&M, KEPCo or OPCo is
also attributed to AEP.
Item 5. Other Events.
Reference is made to page A-13 of AEP's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1999, for a discussion of the proposed
merger of AEP with Central and South West Corporation ("CSW"). On December
15 and 16, 1999, the boards of directors of AEP and CSW, respectively,
approved Amendment No. 1, dated as of December 31, 1999, to the Agreement and
Plan of Merger ("Merger Agreement"), dated as of December 21, 1997, extending
the termination date of the Merger Agreement from December 31, 1999 to June
30, 2000. This will allow additional time to satisfy the closing conditions
contained in the Merger Agreement.
A copy of the press release issued jointly by AEP and CSW, dated
December 16, 1999, relating to the Merger Agreement extension, and Amendment
No. 1, are attached as Exhibits 99 and 10 hereto, respectively.
Item 7. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
The following exhibits are filed herewith in accordance with Item 601
of Regulation S-K:
Exhibit No. Description
99 Press Release of American Electric Power Company,
Inc. and Central and South West Corporation, dated
December 16, 1999, announcing the extension of the
termination date of the Merger Agreement.
10 Amendment No. 1, dated as of December 31, 1999, to
the Agreement and Plan of Merger, dated as of
December 21, 1997, by and among American Electric
Power Company, Inc., Augusta Acquisition Corporation
and Central and South West Corporation.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
each Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMERICAN ELECTRIC POWER COMPANY, INC.
Registrant
By: /s/ Armando A. Pena
Armando A. Pena
Treasurer of the Registrant
AEP GENERATING COMPANY
Registrant
APPALACHIAN POWER COMPANY
Registrant
COLUMBUS SOUTHERN POWER COMPANY
Registrant
INDIANA MICHIGAN POWER COMPANY
Registrant
KENTUCKY POWER COMPANY
Registrant
OHIO POWER COMPANY
Registrant
By: /s/ Armando A. Pena
Armando A. Pena
Vice President, Treasurer and Chief
Financial Officer of each Registrant
December 17, 1999
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EXHIBIT INDEX
Exhibit No. Description
99 Press Release of American Electric Power Company,
Inc. and Central and South West Corporation, dated
December 16, 1999, announcing the extension of the
termination date of the Merger Agreement.
10 Amendment No. 1, dated as of December 31, 1999, to
the Agreement and Plan of Merger, dated as of
December 21, 1997, by and among American Electric
Power Company, Inc., Augusta Acquisition Corporation
and Central and South West Corporation.
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EXHIBIT 99
Contact for American Electric Power: Contact for Central and South West:
Pat Hemlepp 614/223-1620 Larry Jones 214/777-1276
FOR IMMEDIATE RELEASE:
AEP, CSW AMEND MERGER AGREEMENT
TO EXTEND TERM FOR AN ADDITIONAL SIX MONTHS
Columbus, Ohio, and Dallas, Dec. 16, 1999 -- American Electric Power (NYSE:
AEP) and Central and South West Corp. (NYSE: CSR) have mutually agreed to
amend the agreement for the pending merger of the two companies to extend its
term. This will allow additional time to satisfy the closing conditions
contained in the agreement.
This amendment to the merger agreement, approved by the boards of directors
of each company, requires that AEP and CSW gain final approvals before June
30, 2000. The original merger agreement listed a Dec. 31, 1999 deadline.
The merger has already received approval from state regulatory commissions in
Arkansas, Louisiana, Oklahoma and Texas, the four states within CSW's service
territory. In addition, the Nuclear Regulatory Commission has approved a
license transfer application for the transfer of control of CSW subsidiary
Central Power and Light's South Texas Nuclear Plant.
The merger requires additional approvals by the Federal Energy Regulatory
Commission (FERC), the Securities and Exchange Commission (SEC) and clearance
by the Department of Justice under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976. The administrative law judge who presided over the
FERC merger hearing filed an initial decision with the commission on Nov. 23
that found the AEP-CSW merger to be in the public interest. The FERC
indicated it will act on the merger no later than February or March 2000.
The SEC review will follow the FERC's action.
Central and South West Corp. 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.
AEP, a global energy company, is one of the United State' largest
investor-owned utilities, providing energy to 3 million customers in Indiana,
Kentucky, Michigan, Ohio, Tennessee, Virginia and West Virginia. AEP has
holdings in the United States, the United Kingdom, China and Australia.
Wholly owned subsidiaries provide power engineering, energy consulting and
energy management services around the world. The company is based in
Columbus, Ohio.
###
News releases and other information about AEP can be found on the World Wide
Web at http://www.aep.com. News releases and other information about CSW can
be found on the World Wide Web at http://www.csw.com.
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EXHIBIT 10
AMENDMENT No. 1
TO
AGREEMENT AND PLAN OF MERGER
This Amendment No. 1, dated as of December 31, 1999, amends the
Agreement and Plan of Merger as of December 21, 1997 by and among American
Electric Power Company, Inc., a New York corporation ("AEP"), Augusta
Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary
of AEP ("Augusta"), and Central and South West Corporation, a Delaware
corporation (the "Company"). All Orders necessary for the consummation of
the Merger have not been obtained.
The Board of Directors of the Company, the Board of Directors of
AEP, and the Board of Directors of Augusta have determined that the
Termination Date of December 31, 1999 provided in Paragraph 9.1(f) of the
Merger Agreement should be extended upon the terms and conditions set forth
herein.
NOW THEREFORE, in consideration of the foregoing and the
respective agreements set forth in this Amendment No. l, the parties hereto
agree as follows:
1. Paragraph 9.1(f) of the Merger Agreement is hereby amended
so that, as amended, it shall read in its entirety as
follows.
"(f.) Termination Date By either AEP or the Company,
by written notice to the other, if the Merger shall
not have been consummated on or before June 30, 2000
('Termination Date')."
2. The Merger shall be consummated pursuant to Article 2 of
the Merger Agreement provided that on or before the
Effective Date all closing conditions set forth in the
Merger Agreement shall be satisfied or, if permitted by the
Merger Agreement, waived in a writing given subsequent to
the date of this Amendment No. 1.
3. This Amendment No. 1 is not and shall not be deemed to be
a waiver of any rights or a release of any obligations of
any of the parties to the Merger Agreement whether based
upon events, facts or conditions occurring or existing
before or after the date hereof.
4. Capitalized terms shall have the same meaning in this
Amendment No. 1 as in the Merger Agreement.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment No. 1 to be executed as of the date first written above by the
respective duly authorized officers thereunto duly authorized.
AMERICAN ELECTRIC POWER COMPANY, INC.
By:____________________________________
Name:
Title:
AUGUSTA ACQUISITION CORPORATION
By:____________________________________
Name:
Title
CENTRAL AND SOUTH WEST CORPORATION
By:____________________________________
Name:
Title:
