-----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, Ep1BpNk1jfDElKtMtgkoT0hE01aXZBAGLx2MUNLZRQF9TMXI6sXptQOz7djVbck2 wM5IqQf3e3Eh5FU2eOSzWA== 0000018540-97-000095.txt : 19970717 0000018540-97-000095.hdr.sgml : 19970717 ACCESSION NUMBER: 0000018540-97-000095 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970716 ITEM INFORMATION: Other events FILED AS OF DATE: 19970716 SROS: CSX SROS: NYSE 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: 1934 Act SEC FILE NUMBER: 001-01443 FILM NUMBER: 97641589 BUSINESS ADDRESS: STREET 1: 1616 WOODALL RODGER FRWY. STREET 2: PO BOX 660164 DALLAS TX 75266-0164 CITY: DALLAS STATE: TX ZIP: 75202-1234 BUSINESS PHONE: 214-777-1000 MAIL ADDRESS: STREET 1: PO BOX 660164 CITY: DALLAS STATE: TX ZIP: 75266-0164 8-K 1 FORM 8-K - CSW - EL PASO LITIGATION 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): July 16, 1997 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, TX 75202-1234 (214) 777-1000 ITEM 5. OTHER EVENTS SETTLEMENT OF LITIGATION RELATED TO TERMINATION OF THE EL PASO ELECTRIC COMPANY MERGER RECENT DEVELOPMENT On July 16, 1997, Central and South West Corporation (CSW) issued a press release with respect to the settlement of litigation related to termination of the proposed merger with El Paso Electric Company. The press release is attached as Exhibit 99.1. BACKGROUND INFORMATION For background information and earlier developments related to the proposed merger and related litigation with El Paso Electric Company, reference is made to CSW's 1996 Combined Annual Report on Form 10-K, Combined Quarterly Report on Form 10-Q for the quarter ended March 31, 1997, and the documents referenced therein. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CENTRAL AND SOUTH WEST CORPORATION Date: July 16, 1997 By: /S/ LAWRENCE B. CONNORS Lawrence B. Connors Controller EX-99.1 2 EXHIBIT 99.1 PRESS RELEASE EXHIBIT 99.1 PRESS RELEASE ISSUED 7/16/97 CSW ================================== CENTRAL AND SOUTH WEST CORPORATION ================================== News Release CONTACT: GERALD R. HUNTER MANAGER OF EXTERNAL COMMUNICATIONS 1616 WOODALL RODGERS FREEWAY P.O. BOX 660164 * DALLAS, TEXAS 75266-0164 214-777-1165 CENTRAL POWER AND LIGHT COMPANY, CORPUS CHRISTI PUBLIC SERVICE COMPANY OF OKLAHOMA, TULSA SOUTHWESTERN ELECTRIC POWER COMPANY, SHREVEPORT WEST TEXAS UTILITIES COMPANY, ABILENE CENTRAL AND SOUTH WEST SERVICES, INC., DALLAS AND TULSA CSW COMMUNICATIONS, INC., AUSTIN CSW CREDIT, INC., DALLAS CSW LEASING, INC., DALLAS ENERSHOP INC., DALLAS SEEBOARD PLC, CRAWLEY, WEST SUSSEX, U.K. Central and South West Corporation and El Paso Electric Company File Settlement of Litigation Related to Terminated Merger Agreement DALLAS (July 16, 1997)--Central and South West Corporation (NYSE: CSR) said that it and El Paso Electric Company (AMEX: EE) have filed a settlement agreement to resolve pending litigation stemming from the June 1995 termination of the proposed merger between the two companies. Under terms of the settlement, the two companies have agreed to dismiss all pending claims in the litigation and to give a mutual release from any potential claims related to the terminated merger agreement or the pending litigation. In addition, Central and South West will pay $35 million to El Paso Electric, various of its creditor groups under El Paso Electric's Fourth Amended Plan of Reorganization and its attorneys. As reported earlier, Bankruptcy Judge Larry E. Kelly, chief judge of the United States Bankruptcy Court for the Western District of Texas, Austin Division, issued an interim order in April 1997 finding that Central and South West owed El Paso Electric a $25 million termination fee under the termination provisions of the companies' merger agreement. The judge also ruled that Central and South West might owe "interest-carry" costs, which El Paso Electric alleged to be approximately $18 million. Judge Kelly's interim order will be vacated as a result of the settlement. In the first quarter of 1997, Central and South West recorded a charge to earnings for the $25 million obligation to El Paso Electric. The company said it would recognize the additional $10 million when it reports results for the second quarter of 1997. Background and additional information about the litigation with El Paso Electric can be found in Central and South West's Annual Report on Form 10-K for the period ended December 31, 1996, and the corporation's Quarterly Report on Form 10-Q for the period ended March 31, 1997. Central and South West Corporation is a public utility holding company based in Dallas. Central and South West owns four electric operating subsidiaries in the United States, a regional electricity company in the United Kingdom, and non-utility subsidiaries involved in energy-related investments, telecommunications, energy efficiency and financial transactions. # # # News media contact: Gerald R. Hunter, manager of external communications for Central and South West Corporation, 214-777-1165. Financial community contact: Becky Hall, director of investor relations for Central and South West Corporation, 214-777-1277. -----END PRIVACY-ENHANCED MESSAGE-----