-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MBwBp3UEoix61dBhn+5scFi21mWn1yJf8ykEUmPX6dZmr3slvGsH8kmqrtZgc4rk DW2uiRucngudhSDyUvT4jQ== 0000018540-99-000113.txt : 19991220 0000018540-99-000113.hdr.sgml : 19991220 ACCESSION NUMBER: 0000018540-99-000113 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991216 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL & SOUTH WEST CORP CENTRAL INDEX KEY: 0000018540 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 510007707 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-01443 FILM NUMBER: 99776870 BUSINESS ADDRESS: STREET 1: 1616 WOODALL RODGERS FRWY CITY: DALLAS STATE: TX ZIP: 75202 BUSINESS PHONE: 2147771000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL POWER & LIGHT CO /TX/ CENTRAL INDEX KEY: 0000018734 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 740550600 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12973 FILM NUMBER: 99776871 BUSINESS ADDRESS: STREET 1: 539 N CARANCAHUA ST CITY: CORPUS CHRISTI STATE: TX ZIP: 78401 BUSINESS PHONE: 5128815300 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PUBLIC SERVICE CO OF OKLAHOMA CENTRAL INDEX KEY: 0000081027 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 730410895 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12945 FILM NUMBER: 99776872 BUSINESS ADDRESS: STREET 1: 212 E 6TH ST CITY: TULSA STATE: OK ZIP: 74119 BUSINESS PHONE: 9185992000 MAIL ADDRESS: STREET 1: P O BOX 201 CITY: TULSA STATE: OK ZIP: 74119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHWESTERN ELECTRIC POWER CO CENTRAL INDEX KEY: 0000092487 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 720323455 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-03146 FILM NUMBER: 99776873 BUSINESS ADDRESS: STREET 1: 428 TRAVIS ST CITY: SHREVEPORT STATE: LA ZIP: 71156 BUSINESS PHONE: 3182222141 MAIL ADDRESS: STREET 1: C/O SOUTHWESTERN ELECTRIC POWER CO STREET 2: 428 TRAVIS STREET CITY: SHREVEPORT STATE: LA ZIP: 71156-0001 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEST TEXAS UTILITIES CO CENTRAL INDEX KEY: 0000105860 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 750646790 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-00340 FILM NUMBER: 99776874 BUSINESS ADDRESS: STREET 1: 301 CYPRESS CITY: ABILENE STATE: TX ZIP: 79601 BUSINESS PHONE: 9156747000 8-K 1 8-K 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 earliest event reported: December 16, 1999 Date of report: December 17, 1999 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 0-346 Central Power and Light Company 74-0550600 (A Texas Corporation) 539 North Carancahua Street Corpus Christi, Texas 78401-2802 (512) 881-5300 0-343 Public Service Company of Oklahoma 73-0410895 (An Oklahoma Corporation) 212 East 6th Street Tulsa, Oklahoma 74119-1212 (918) 599-2000 1-3146 Southwestern Electric Power Company 72-0323455 (A Delaware Corporation) 428 Travis Street Shreveport, Louisiana 71156-0001 (318) 673-3000 0-340 West Texas Utilities Company 75-0646790 (A Texas Corporation) 301 Cypress Street Abilene, Texas 79601-5820 (915) 674-7000 GLOSSARY OF TERMS The following abbreviations or acronyms used in this text are defined below: Abbreviation or Acronym Definition AEP........................American Electric Power Company, Inc., Columbus, Ohio AEP Merger.................Proposed merger between AEP and CSW where CSW would become a wholly-owned subsidiary of AEP Amendment No. 1............Amendment to Merger Agreement as of December 31, 1999 CSW........................Central and South West Corporation, Dallas, Texas CSW System.................CSW and its subsidiaries Exchange Act...............Securities Exchange Act of 1934, as amended Merger Agreement...........Agreement and Plan of Merger, dated as of December 21, 1997, between AEP and CSW FORWARD-LOOKING INFORMATION This report made by CSW and certain of 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 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 United States and in countries in which CSW either currently has made or in the future may make investments, - - the impact of the proposed AEP Merger including any regulatory conditions imposed on the merger or the inability to consummate the AEP Merger, - - increased competition and the restructuring of the electric utility industry in the United States, - - federal and state regulatory developments and changes in law which may have a substantial adverse impact on the value of CSW System generating and other 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, - - costs associated with any year 2000 computer related failure(s) within the CSW System, with the electric grid or with supplier(s) that adversely affect the CSW System and - - risks associated with hedging and other risk management techniques. ITEM 5. OTHER EVENTS AEP Merger On December 16, 1999, AEP and CSW issued a news release related to the AEP Merger, a copy of which is attached as an exhibit hereto and incorporated herein by reference. AEP and CSW have entered into Amendment No. 1 to the Merger Agreement, a copy of which is attached as an exhibit hereto and incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. Exhibit 99.1 - News release dated December 16, 1999 issued by AEP and CSW related to the AEP Merger. Exhibit 10.23.1 - Amendment No. 1 to Agreement and Plan of Merger, dated as of December 31, 1999, by and among American Electric Power Company, Inc., a New York Corporation, Augusta Acquisition Corporation, a Delaware Corporation and a wholly-owned subsidiary of AEP, and Central and South West Corporation, a Delaware Corporation. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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: December 17, 1999 By: /s/ Lawrence B. Connors Lawrence B. Connors Controller and Chief Accounting Officer (Principal Accounting Officer) CENTRAL POWER AND LIGHT COMPANY PUBLIC SERVICE COMPANY OF OKLAHOMA SOUTHWESTERN ELECTRIC POWER COMPANY WEST TEXAS UTILITIES COMPANY Date: December 17, 1999 By: /s/ R. Russell Davis R. Russell Davis Controller and Chief Accounting Officer (Principal Accounting Officer) EX-99.1 2 EXHIBIT 1 Exhibit 99.1 AEP, CSW Extend Merger Agreement (Note: This is a press release issued jointly by AEP and CSW on Dec. 16.) AEP, CSW AMEND MERGER AGREEMENT TO EXTEND TERM FOR AN ADDITIONAL SIX MONTHS Columbus, Ohio, and Dallas, Texas (Dec. 16, 1999) -- American Electric Power and Central and South West Corp. 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 States' 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. EX-10.23.1 3 EXHIBIT 10.23.1 Exhibit 10.23.1 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:/s/ E.L. Draper, Jr. Name: E.L. Draper, Jr. Title: AUGUSTA ACQUISITION CORPORATION By:/s/ E.L. Draper, Jr. Name: E.L. Draper, Jr. Title CENTRAL AND SOUTH WEST CORPORATION By:/s/ E.R. Brooks Name: E.R. Brooks Title: -----END PRIVACY-ENHANCED MESSAGE-----