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: June 15, 2000
(Date of earliest event reported)
Commission Registrant; State of Incorporation; I.R.S. Employer
File Number Address; and Telephone Number Identification No.
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)
1 Riverside Plaza
Columbus, Ohio 43215
Telephone (614) 223-1000
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 AEP Generating Company
("AEGCo"), Appalachian Power Company ("APCo"), Columbus Southern Power Company
("CSPCo"), Indiana Michigan Power Company ("I&M"), Kentucky Power Company
("KEPCo"), and Ohio Power Company ("OPCo"). 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.
Item 5. Other Events.
On June 15, 2000, following receipt of final regulatory approval, the
merger of Central and South West Corporation, a Delaware corporation ("CSW"),
with and into Augusta Acquisition Corporation, a Delaware corporation ("Merger
Sub") and a wholly owned subsidiary of American Electric Power Company, Inc.
("AEP"), with CSW being the surviving corporation ("Merger"), was consummated in
accordance with the terms of an Agreement and Plan of Merger, dated as of
December 21, 1997 (as amended on December 31, 1999), by and among AEP, Merger
Sub and CSW (the "Merger Agreement"). Pursuant to the terms of the Merger
Agreement, each outstanding share of common stock, par value $3.50 per share, of
CSW (other than shares owned by CSW), was converted into the right to
receive 0.6 of a share of common stock, par value $6.50 per share, of AEP.
The Merger will be accounted for as a pooling of interests for accounting
purposes.
Item 7. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
The following exhibits are filed herewith in accordance with Item 601 of
Regulation S-K:
Exhibit No. Description
----------- -----------
2(a) Agreement and Plan of Merger, dated as of December
21, 1997, By and Among American Electric Power
Company, Inc., Augusta Acquisition Corporation and
Central and South West Corporation (Incorporated by
reference to Exhibit 10(f) to Annual Report on Form
10-K of American Electric Power Company, Inc. for the
fiscal year ended December 31, 1997).
2(b) Amendment No. 1, dated as of December 31, 1999, to
the Agreement and Plan of Merger (Incorporated by
reference to Exhibit 10 to Current Report on Form 8-K
of American Electric Power Company, Inc. dated
December 15, 1999).
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.
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/ Armando A. Pena
Armando A. Pena
Vice President, Treasurer and Chief
Financial Officer of each Registrant
June 15, 2000
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
2(a) Agreement and Plan of Merger, dated as of December
21, 1997, By and Among American Electric Power
Company, Inc., Augusta Acquisition Corporation and
Central and South West Corporation (Incorporated by
reference to Exhibit 10(f) to Annual Report on Form
10-K of American Electric Power Company, Inc. for the
fiscal year ended December 31, 1997).
2(b) Amendment No. 1, dated as of December 31, 1999, to
the Agreement and Plan of Merger (Incorporated by
reference to Exhibit 10 to Current Report on Form 8-K
of American Electric Power Company, Inc. dated
December 15, 1999).