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)
_____________________
SOUTHWESTERN ELECTRIC POWER COMPANY
(Name of Issuer)
CENTRAL AND SOUTH WEST CORPORATION
(Name of Person Filing Statement)
Title CUSIP
Southwestern Electric Power Company,
Cumulative Preferred Stock
- 4.28% Series 845437 10 2
- 4.65% Series 845437 20 1
- 5.00% Series 845437 30 0
- 6.95% Series 845437 80 5
(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
$47,206,000 $9,442
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*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 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: $9,442
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 Southwestern Electric Power Company, a Delaware corporation
and wholly owned subsidiary of CSW ("SWEPCO"), 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
4.28% Series 52,614 $ 3,774,002.22
4.65% Series 23,092 $ 1,799,559.56
5.00% Series 37,228 $ 2,923,514.84
6.95% Series 41,990 $ 4,330,428.70
Total 154,924 $12,827,505.32
A press release issued by CSW and SWEPCO 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 $12,827,505.32, 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
SWEPCO and will be retired and canceled. As a result thereof, SWEPCO will have a
total of 345,076 Shares outstanding, consisting of 7,386 Shares of the 4.28%
Series, 1,908 Shares of the 4.65% Series, 37,772 Shares of the 5.00% Series and
298,010 Shares of the 6.95% Series.
Item 8. Additional Information.
(e)(i) On April 17, 1997, SWEPCO announced that its shareholders had
approved and adopted, at a special meeting of shareholders held at SWEPCO's
offices in Shreveport, Louisiana on April 16, 1997, an amendment to SWEPCO's
Restated Certificate of Incorporation (the "Articles") to eliminate a provision
limiting SWEPCO'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 SWEPCO 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
