-----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, BroJvxDBH5MNF66EseYmPyAZq4VIKmXhNZojUMV9OTeHHJ6WnzAugSm/gQeVK8Hj wxFvtFUqNrVgDJsnDWRnNg== 0000004904-98-000082.txt : 19980604 0000004904-98-000082.hdr.sgml : 19980604 ACCESSION NUMBER: 0000004904-98-000082 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980515 ITEM INFORMATION: FILED AS OF DATE: 19980603 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AEP GENERATING CO /OH/ CENTRAL INDEX KEY: 0000857571 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 311033833 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-18135 FILM NUMBER: 98641442 BUSINESS ADDRESS: STREET 1: 1 RIVERSIDE PLZ CITY: COLUMBUS STATE: OH ZIP: 43215 BUSINESS PHONE: 6142231000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APPALACHIAN POWER CO CENTRAL INDEX KEY: 0000006879 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 540124790 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-03457 FILM NUMBER: 98641443 BUSINESS ADDRESS: STREET 1: 40 FRANKLIN RD SW CITY: ROANOKE STATE: VA ZIP: 24011 BUSINESS PHONE: 7039852300 MAIL ADDRESS: STREET 1: 1 RIVERSIDE PLAZA CITY: COLUMBUS STATE: OH ZIP: 43215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBUS SOUTHERN POWER CO /OH/ CENTRAL INDEX KEY: 0000022198 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 314154203 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-02680 FILM NUMBER: 98641444 BUSINESS ADDRESS: STREET 1: 215 N FRONT ST CITY: COLUMBUS STATE: OH ZIP: 43215 BUSINESS PHONE: 6144647700 MAIL ADDRESS: STREET 1: 1 RIVERSIDE PLAZA CITY: COLUMBUS STATE: OH ZIP: 43215 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBUS & SOUTHERN OHIO ELECTRIC CO DATE OF NAME CHANGE: 19871115 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBUS RAILWAY POWER & LIGHT CO DATE OF NAME CHANGE: 19600201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INDIANA MICHIGAN POWER CO CENTRAL INDEX KEY: 0000050172 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 350410455 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-03570 FILM NUMBER: 98641445 BUSINESS ADDRESS: STREET 1: ONE SUMMIT SQ STREET 2: P O BOX 60 CITY: FORT WAYNE STATE: IN ZIP: 46801 BUSINESS PHONE: 2194252111 MAIL ADDRESS: STREET 1: 1 RIVERSIDE PLAZA CITY: COLUMBUS STATE: OH ZIP: 43215 FORMER COMPANY: FORMER CONFORMED NAME: INDIANA MICHIGAN ELECTRIC CO/IN DATE OF NAME CHANGE: 19871104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KENTUCKY POWER CO CENTRAL INDEX KEY: 0000055373 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 610247775 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-06858 FILM NUMBER: 98641446 BUSINESS ADDRESS: STREET 1: 1701 CENTRAL AVE CITY: ASHLAND STATE: KY ZIP: 41101 BUSINESS PHONE: 6063271111 MAIL ADDRESS: STREET 1: 1 RIVERSIDE PLAZA CITY: CPLUMBUS STATE: OH ZIP: 43215 FORMER COMPANY: FORMER CONFORMED NAME: KENTUCKY WEST VIRGINIA GAS CO DATE OF NAME CHANGE: 19660829 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OHIO POWER CO CENTRAL INDEX KEY: 0000073986 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 314271000 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-06543 FILM NUMBER: 98641447 BUSINESS ADDRESS: STREET 1: 301 CLEVELAND AVE S W CITY: COLUMBUS STATE: OH ZIP: 44702 BUSINESS PHONE: 6142231000 8-K 1 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: May 15, 1998 (Date of earliest event reported) Registrant; State of Commission Incorporation; Address and I.R.S. Employer File Number 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) 215 North Front Street Columbus, Ohio 43215 Telephone (614)464-7700 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 This combined Form 8-K is separately filed by American Electric Power Company, Inc. ("AEP"), AEP Generating Company ("AEP Generating"), Appalachian Power Company ("Appalachian"), Columbus Southern Power Company ("Columbus"), Indiana Michigan Power Company ("Indiana"), Kentucky Power Company ("Kentucky"), and Ohio Power Company ("Ohio"). 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 AEP Generating, Appalachian, Columbus, Indiana, Kentucky or Ohio is also attributed to AEP. Item 5. Other Events. On May 15, 1998, AEP and Central and South West Corporation ("CSW") issued a press release announcing the joint filing of a request with the Louisiana Public Service Commission for approval of their proposed merger and a finding that the merger is in the public interest. A copy of the press release, dated May 15, 1998, issued jointly by AEP and CSW, relating to the above-described filing is attached as Exhibit 99 hereto. Item 7. Financial Statements and Exhibits. (a) Not Applicable. (b) Not Applicable. (c) Exhibits. The following exhibit is filed herewith in accordance with Item 601 of Regulation S-K: Exhibit No. Description 99 Press Release of AEP and CSW, dated May 15, 1998, announcing the joint filing of a request with the Louisiana Public Service Commission for approval of their proposed merger and a finding that the merger is in the public interest. 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 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/ Gerald P. Maloney Gerald P. Maloney Vice President of each Registrant May 20, 1998 EXHIBIT INDEX Exhibit No. Description 99 Press Release of AEP and CSW, dated May 15, 1998, announcing the joint filing of a request with the Louisiana Public Service Commission for approval of their proposed merger and a finding that the merger is in the public interest. EXHIBIT 99 American Electric Power and Central and South West Jointly File For Merger Approval from Louisiana Public Service Commission Columbus, Ohio, and Dallas, Texas (May 15, 1998) -- American Electric Power Company, Inc. (NYSE: AEP) and Central and South West Corporation (NYSE: CSR) today jointly filed a request with the Louisiana Public Service Commission for approval of their proposed merger and a finding that the merger is in the public interest. Testimony submitted in the filing outlines the expected company-wide benefits of the merger to AEP and CSW customers and shareholders, which include: - - $2 billion in net non-fuel cost savings over 10 years; - - $98 million in net fuel savings over 10 years; - - Improved capital structure and increased financial strength; - - Increased diversity in customer base, generating resources and service territory; - - Optimization of business practices and continued high-quality service; - - Support for restructuring of retail electric markets; and - - Support for an independent system operator. AEP and CSW have proposed a regulatory plan in Louisiana that provides for: - - Approximately $2.6 million in fuel cost savings to Louisiana customers of CSW's Southwestern Electric Power Company (SWEPCO) subsidiary during the 10 years following completion of the merger; - - A commitment not to raise base rates above current levels prior to Jan. 1, 2002, for SWEPCO customers in Louisiana and a plan to share approximately one-half of the savings created by the merger during the first 10 years following the merger. Under this plan, approximately $26 million of these non-fuel merger-related savings will be used to reduce future costs to SWEPCO's Louisiana customers; and - - A commitment to continue the current high level of customer service and to identify opportunities and implement measures to further improve service quality. The Louisiana filing provides that there will be minimal job reductions among employees having direct contact with customers. CSW's work force currently totals about 7,000 employees, and AEP's work force totals about 18,000 employees. AEP and CSW intend to use a combination of reduced hiring and attrition to the maximum extent possible to minimize the need for employee separations. Today's joint filing marks the third of several regulatory filings that will be made to obtain approval of the proposed merger. As previously reported, on April 30, CSW and AEP submitted filings to the Public Utility Commission of Texas and the Federal Energy Regulatory Commission seeking favorable rulings relating to the proposed merger. CSW and AEP will be seeking approval shortly from the Oklahoma and Arkansas utility regulatory commissions. The parties plan to make other required federal filings with the Nuclear Regulatory Commission, the Securities and Exchange Commission, the Federal Communications Commission and the Department of Justice and/or the Federal Trade Commission later this year. AEP and CSW anticipate obtaining all necessary regulatory approvals and completing the merger by March 31, 1999. However, there can be no assurance that AEP and CSW will obtain all necessary regulatory approvals, or when such approvals will be obtained. On May 27, AEP shareholders will vote on whether to increase the number of authorized shares of AEP common stock and whether to approve issuance of the required number of shares of stock to complete the merger. CSW shareholders on May 28 will vote on a proposal to approve the merger. A joint proxy statement describing the specific terms of the proposed merger has been mailed to shareholders of both companies. Completion of the merger is subject to satisfaction of several other conditions, and there can be no assurance that those conditions will be satisfied. Central and South West Corporation 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. American Electric Power Company, Inc., 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. This news release includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. These forward-looking statements reflect numerous assumptions and involve a number of risks and uncertainties. Among the factors that could cause actual results to differ materially are: whether or not the proposed merger of AEP and CSW ultimately is consummated, the timing of consummation and the effects of any conditions imposed by regulators on the merged companies; electric load and customer growth; abnormal weather conditions; available sources and cost of fuel and generating capacity; the speed and degree to which competition enters the power generation, wholesale and retail sectors of the electric utility industry; state and federal legislative and regulatory initiatives that, among other things, increase competition, threaten cost and investment recovery and affect rate structures; the ability of the combined company to successfully reduce its cost structure; the degree to which the combined company develops nonregulated business ventures; the economic climate and growth in the service territories of the two companies; the amount of savings generated by the merger; the inflationary trends and interest rates and the other risks detailed from time to time in the two companies' SEC reports. -----END PRIVACY-ENHANCED MESSAGE-----