SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
AMENDMENT NO. 1
to
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities
Exchange Act of 1934)
_____________________
PUBLIC SERVICE COMPANY OF OKLAHOMA
(Name of Issuer)
CENTRAL AND SOUTH WEST CORPORATION
(Name of Person Filing Statement)
Title CUSIP
Public Service Company of Oklahoma,
Cumulative Preferred Stock
- 4.00% Series 744533 20 9
- 4.24% Series 744533 30 8
(Title of Class of Securities)
(CUSIP No. of Class of Securities)
Wendy G. Hargus
Treasurer
Central and South West Corporation
1616 Woodall Rodgers Freeway
Dallas, Texas 75202-1234
(214) 777-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person Filing Statement)
April 29, 1997
(Date of Amendment)
Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee
$13,256,078 $2,652
*Solely for purposes of calculating the filing fee and
computed pursuant to Section 13(e)(3) of the Securities Exchange
Act of 1934, as amended, and Rule 0-11(b)(1) thereunder, the
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transaction value equals the total amount of funds, excluding
fees and other expenses, required to purchase all outstanding
shares of each class of securities listed above pursuant to the
Offer described in the Offer to Purchase and Proxy Statement
filed as an Exhibit hereto.
[ X ] Check box if any part of the fee is offset as provided
by Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous filing
by registration statement number, or the form or schedule and the
date of its filing.
Amount Previously Paid: $2,652
Form or Registration No.: Schedule 13E-4
Filing Party: Central and South West Corporation
Date Filed: March 18, 1997
This Amendment No. 1 amends and supplements the Issuer
Tender Offer Statement on Schedule 13E-4 (the "Statement") dated
March 18, 1997 filed by Central and South West Corporation, a
Delaware corporation ("CSW"), relating to its offer to purchase
any and all outstanding Shares of Cumulative Preferred Stock of
Public Service Company of Oklahoma, an Oklahoma corporation and
wholly owned subsidiary of CSW ("PSO"), upon the terms and
subject to the conditions set forth in the Offer to Purchase and
Proxy Statement, dated March 18, 1997 (the "Offer to Purchase"),
and in the related Letter of Transmittal and Proxy for each
series (which together constituted the "Offer"), copies of which
are attached as Exhibit 99.(a)(1) and 99.(a)(2) to the Statement.
Only those items of the Statement that are amended and
supplemented hereby are included herein. Unless otherwise
defined herein, all capitalized terms shall have the respective
meanings ascribed to them in the Statement.
Item 1. Security and Issuer
Item 1 of the Statement is hereby amended and supplemented
by adding thereto the following:
(b)(i) The Offer expired at 5:00 p.m., Central Time, on
April 16, 1997 in accordance with its terms. On April 23, 1997,
CSW purchased the Shares validly tendered pursuant to the Offer
by depositing the aggregate purchase price therefor with the
Depositary. The Shares so purchased, and purchase price
therefor, for each Series of Preferred are as follows:
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Shares
Series of Preferred Purchased Purchase Price
4.00% Series 52,957 $3,326,758.74
4.24% Series 91,934 $6,532,830.04
Total 144,891 $9,859,588.78
A press release issued by CSW and PSO announcing the results
of the Offer and the proxy solicitation is attached hereto as
Exhibit 99.(a)(10).
Item 2. Source and Amount of Funds or Other Consideration.
Item 2 of the Statement is hereby amended and
supplemented by adding thereto the following:
The total amount required by CSW to purchase the Shares
pursuant to the Offer was $9,859,588.78, excluding fees and other
expenses. CSW paid the purchase price to The Bank of New York,
as Depositary, on April 23, 1997 using funds borrowed pursuant to
its commercial paper program.
Item 3. Purpose of the Tender Offer and Plans or Proposals of
the Issuer or Affiliate.
Item 3 of the Statement is hereby amended and
supplemented by adding thereto the following:
The Shares purchased by CSW pursuant to the Offer were
subsequently sold to PSO and will be retired and canceled. As a
result thereof, PSO will have a total of 53,009 Shares
outstanding, consisting of 44,943 Shares of the 4.00% Series and
8,066 Shares of the 4.24% Series.
Item 8. Additional Information.
(e)(i) On April 17, 1997, PSO announced that its
shareholders had approved and adopted, at a special meeting of
shareholders held at PSO's offices in Tulsa, Oklahoma on
April 16, 1997, an amendment to PSO's Restated Certificate of
Incorporation (the "Articles") to eliminate a provision limiting
PSO's ability to issue securities representing (i) unsecured
indebtedness to no more than 20% of the aggregate of its capital,
surplus and secured debt and (ii) unsecured indebtedness maturing
in less than ten years to 10% of such aggregate. The special
meeting was held pursuant to a proxy solicitation by the Board of
Directors of PSO to amend the Articles.
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Item 9. Material to be Filed as Exhibits
Exhibit No. Description
99.(a)(10) Press Release, dated April 17, 1997.
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SIGNATURE
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: April 29, 1997
Central and South West Corporation
By: /s/ Wendy G. Hargus
Wendy G. Hargus
Treasurer
