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): June 24, 1998
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, Texas 75202-1234
(214) 777-1000
1-3146 SOUTHWESTERN ELECTRIC POWER COMPANY 72-0323455
(A Delaware Corporation)
428 Travis Street
Shreveport, Louisiana 71156-0001
(318) 222-2141
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FORWARD LOOKING INFORMATION
This report made by Central and South West Corporation (CSW) and its
subsidiaries contains 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, their 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.; the impact of the proposed
American Electric Power Company, Inc. (AEP) merger, other merger and acquisition
activity, or the inability to consummate the AEP merger; 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 domestic and international power projects. In the non-utility area, the
aforementioned factors would also apply, and, in addition, would include, but
are not limited to: 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.
<PAGE>
ITEM 5. OTHER EVENTS
On June 24, 1998, Southwestern Electric Power Company issued a news
release, which is attached as an exhibit, stating that Southwestern Electric
Power Company and a committee of seven electric distribution cooperatives filed
a notice of appeal and an emergency motion seeking a stay of a U.S. District
Court order that disqualified their proposed reorganization plan for Cajun
Electric Power Cooperative.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit 99.1 CSW News Release dated June 24, 1998.
SIGNATURES
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 hereunto duly authorized.
CENTRAL AND SOUTH WEST CORPORATION
Date: June 29, 1998
By: /S/ LAWRENCE B. CONNORS
Lawrence B. Connors
Controller
SOUTHWESTERN ELECTRIC POWER COMPANY
Date: June 29, 1998
By: /S/ R. RUSSELL DAVIS
R. Russell Davis
Controller
EXHIBIT 99.1
SWEPCO AND COOPERATIVES APPEAL
AND SEEK STAY OF CAJUN BID DISQUALIFICATION
BATON ROUGE, LA (June 24, 1998) - Southwestern Electric Power Company and
a committee of seven electric distribution cooperatives today filed a notice of
appeal and an emergency motion seeking a stay of a U.S. District Court order
disqualifying their proposed reorganization plan for Cajun Electric Power
Cooperative. The motion also seeks a stay of the Cajun Electric bankruptcy
proceedings pending appeal of the District Court decision before the Fifth
Circuit Court of Appeals.
The motion was filed in U.S. District Court in Baton Rouge, La., by SWEPCO
and the committee of cooperatives that have been SWEPCO's co-plan proponents
since SWEPCO and the committee filed their joint reorganization plan in April
1996.
The District Court, in a June 16 ruling and a June 19 order, disagreed
with the findings and conclusions of the U.S. Bankruptcy Court. The District
Court reversed the Sept. 8, 1997, Bankruptcy Court decision that confirmed
SWEPCO's right to reimburse the group of seven cooperatives for $1 million in
legal expenses, with court review to assure specific expenses are reasonable.
The motion cites the irreparable harm that would occur to the cooperatives
and SWEPCO if a stay is not granted because only the two competing plans would
be allowed to continue. The joint plan proposed by SWEPCO and the committee
cannot be considered unless the District Court decision is reversed. Final
briefs in the confirmation process are due July 2, and the Bankruptcy Court
could confirm a plan at any time after that date. In the motion, SWEPCO asserts
that the Bankruptcy Court was correct in its decision and that the Fifth Circuit
should reverse the District Court.
The seven cooperatives are Beauregard Electric Cooperative, Inc., Dixie
Electric Membership Corp., Jefferson Davis Electric Cooperative, Inc., Northeast
Louisiana Power Cooperative, Inc., South Louisiana Electric Cooperative
Association, Valley Electric Membership Corp. and Washington-St.
Tammany Electric Cooperative, Inc.
Southwestern Electric Power Co., based in Shreveport, La., is a subsidiary
of Central and South West Corp. (NYSE:CSR), a Dallas-based public utility
holding company.
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