-----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, IZFL79HNrB6YaVyoXAbq/FxpoZNBkN2Zd5djydlibdH6j4tRksB9SvCQdzIjecRK Mjj+bFPtjlp7GoIBx9VZag== 0000018540-99-000002.txt : 19990106 0000018540-99-000002.hdr.sgml : 19990106 ACCESSION NUMBER: 0000018540-99-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981217 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990105 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: 99501082 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: 99501083 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: 99501084 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: 99501085 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: 99501086 BUSINESS ADDRESS: STREET 1: 301 CYPRESS CITY: ABILENE STATE: TX ZIP: 79601 BUSINESS PHONE: 9156747000 8-K 1 NEWS RELEASE 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 17, 1998 Date of report: January 5, 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) 222-2141 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 CSW.....................................Central and South West Corporation, Dallas, Texas CSW System..............................CSW and its subsidiaries SWEPCO..................................Southwestern Electric Power Company, Shreveport, Louisiana 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 certain 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 merger with AEP including any regulatory conditions imposed on the merger, the inability to consummate the merger with AEP, or other merger and acquisition activity including SWEPCO's proposed acquisition of Cajun Electric Power Cooperative, Inc.; 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; costs associated with any year 2000 failure either within the CSW System or supplier failures that adversely affect the CSW System; 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 previously mentioned factors would apply and also 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. ITEM 5. OTHER EVENTS On December 22, 1998, CSW and AEP issued a news release related to their proposed merger, which is attached as an exhibit. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. Exhibit 99.1 CSW and AEP News Release dated December 22, 1998 regarding recent developments in CSW and AEP's merger proceedings in Arkansas as well as the current status of other regulatory proceedings. 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: January 5, 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: January 5, 1999 By: /s/ R. Russell Davis R. Russell Davis Controller and Chief Accounting Officer (Principal Accounting Officer) EX-99.1 2 EXHIBIT 99.1 Exhibit 99.1 AEP CSW AMERICAN ================================== ELECTRIC CENTRAL AND SOUTH WEST CORPORATION POWER ================================== Contact for American Electric Power: Contact for Central and South West: Deb Strohmaier 614/223-1656 Larry Jones 214/777-1276 For Immediate Release: Arkansas Public Service Commission Approves Regulatory Plan On Merger Between American Electric Power and Central and South West Columbus, Ohio, and Dallas, Texas (Dec. 22, 1998) - The Arkansas Public Service Commission (APSC) on Dec. 17 issued a final order granting approval of a stipulated agreement related to the proposed merger regulatory plan of American Electric Power Company, Inc. ("AEP") [NYSE: AEP] and Central and South West Corporation ("CSW") [NYSE: CSR]. CSW is the parent company of Southwestern Electric Power Company (SWEPCO) SWEPCO serves portions of East Texas, Northwest Louisiana and West Arkansas, including Fayetteville, Booneville, Rogers and Eureka Springs. Arkansas is the first state jurisdiction to approve the proposed merger between AEP and CSW. The APSC in August approved the merger between the two companies, subject to any findings issued during the review of the proposed regulatory plan for sharing of merger benefits in Arkansas. The Arkansas regulatory plan is the result of a settlement between the merger applicants and the APSC general staff. In November, AEP, CSW and SWEPCO announced a settlement with the APSC general staff on the merger regulatory plan related to the proposed merger. The settlement calls for SWEPCO to reduce rates through a net merger savings rider for its Arkansas retail customers by amounts totaling approximately $6 million over the five-year period following completion of the merger. The parties filed the settlement with the APSC on Nov. 3. The APSC order notes the possibility of decisions in other jurisdictions adversely affecting provisions of the Arkansas settlement. Consequently, the APSC approval is conditioned on its consideration of approval of the merger at other state and federal regulatory bodies. Richard E. Munczinski, senior vice president - corporate planning and budgeting for AEP, noted that he was "pleased that we were able to reach agreement in Arkansas so that SWEPCO's customers can enjoy the benefits of the merger." Munczinski said AEP and CSW will continue settlement discussions with the Federal Energy Regulatory Commission, other regulatory bodies and intervenors in the various merger proceedings. The two companies already have reached settlements with several groups in Texas and the Nuclear Regulatory Commission has approved the license transfer application filed by CSW's Central Power and Light Company subsidiary regarding the South Texas Project nuclear power plant. "We have now received two approvals related to our merger," Munczinski said. "We continue to be encouraged by the positive progress we have been able to make in the state of Texas. We are also pleased with the cooperation we have received in other jurisdictions to assure that the merger is considered expeditiously." In Texas, the companies' settlement-in-principle with the Office of Public Utility Counsel and the Steering Committee of the cities of McAllen, Corpus Christi, Victoria, Abilene, Big Lake, Vernon and Paducah would result in combined rate reductions totaling approximately $180 million over a six-year period following completion of the merger for Texas customers of the three CSW Texas electric operating companies. If approved by the city councils and the Public Utility Commission of Texas, the settlement will resolve all issues of the signing parties. "We expect to continue to make progress in the remaining federal and state filings," Munczinski added. The companies announced a definitive merger agreement for a tax-free, stock-for-stock transaction on Dec. 22, 1997. AEP and CSW jointly filed with the FERC on April 30, 1998 for approval of their proposed merger. The companies also have filed applications seeking approval of the merger with the Arkansas and Texas commissions, as well as the Oklahoma Corporation Commission, the Louisiana Public Service Commission, the Federal Energy Regulatory Commission and the Securities and Exchange Commission. The companies plan to make the final two filings associated with approval of the merger with the Federal Communications Commission and the Department of Justice in the near future. Central and South West Corporation is a Dallas-based public utility holding company that owns four U.S. electric utility subsidiaries with 1.7 million customers, a regional electricity company serving 2 million customers in the United Kingdom, and nonutility subsidiaries involved in energy-related investments as well as subsidiaries that offer 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. AEP's wholly owned subsidiaries provide power engineering, energy consulting and energy management services around the world. The company is based in Columbus, Ohio. ### News releases and other information about AEP can be found on the World Wide Web at http://www.aep.com. News releases and other information about CSW can be found on the World Wide Web at http://www.csw.com. -----END PRIVACY-ENHANCED MESSAGE-----