SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) September 8, 2004
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AEP TEXAS CENTRAL COMPANY
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(Exact Name of Registrant as Specified in Its Charter)
Texas
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(State or Other Jurisdiction of Incorporation)
1-346 74-0550600
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(Commission File Number) (IRS Employer Identification No.)
1 Riverside Plaza, Columbus, OH 43215
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(Address of Principal Executive Offices) (Zip Code)
614-716-1000
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
AEP Texas Central Company hereby amends and restates its Form 8-K filed
September 8, 2004 as follows:
Item 1.01. Entry into a Material Definitive Agreement
On September 7, 2004, AEP Texas Central Company issued a press release
announcing that it had signed an agreement for the sale of its interest in the
South Texas Project (STP) nuclear plant to certain STP co-owners. As a result of
this agreement, the Company will terminate an earlier agreement to sell its STP
interest to another party. The full text of the press release is attached hereto
as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 Press Release dated September 7, 2004
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, thereunto duly authorized.
AEP TEXAS CENTRAL COMPANY
By: /s/ Thomas G. Berkemeyer
Name: Thomas G. Berkemeyer
Title: Assistant Secretary
September 7, 2004
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release dated September 7, 2004
MEDIA CONTACT: ANALYSTS CONTACT:
Pat D. Hemlepp Julie Sloat
Director, Corporate Media Relations Vice President, Investor Relations
614/716-1620 614/716-2885
FOR IMMEDIATE RELEASE
AEP TO SELL TCC SHARE OF SOUTH TEXAS PROJECT TO CO-OWNERS Texas Genco and City
Public Service Board of San Antonio Exercise Rights of First Refusal COLUMBUS,
Ohio, Sept. 7, 2004 - American Electric Power (NYSE: AEP) subsidiary AEP Texas
Central Company (formerly known as Central Power and Light) has signed an
agreement to sell its 25.2 percent share of the South Texas Project (STP)
nuclear plant to STP co-owners Texas Genco Holdings, Inc. (NYSE: TGN) and City
Public Service Board of San Antonio (CPS) after the co-owners exercised their
rights of first refusal for the AEP Texas Central Company (TCC) share of STP.
Texas Genco Holdings will purchase 13.2 percent of STP for approximately
$174 million. CPS will purchase 12 percent of STP for approximately $158
million. When the transactions are complete, Texas Genco Holdings will own 44
percent of STP, and CPS will own 40 percent of STP. The City of Austin elected
not to exercise its right of first refusal for the TCC share of the plant and
will continue to own 16 percent of STP. STP is operated by STP Nuclear Operating
Company. AEP will use the proceeds from the sale to reduce debt.
AEP had announced a purchase agreement with Cameco Corp. for the TCC share
of STP March 1. The terms and conditions of the new purchase agreements signed
with Texas Genco Holdings and CPS will remain essentially the same as the
agreement signed with Cameco. AEP will pay a $7 million break-up fee to Cameco
upon termination of the Cameco purchase and sale agreement due to the
right-of-first-refusal exercise.
The sale of STP to the co-owners is subject to regulatory approvals
including federal clearance pursuant to the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 and approvals from the Nuclear Regulatory Commission,
Federal Energy Regulatory Commission, and Securities and Exchange Commission.
AEP hopes to close the transaction in late 2004 or early 2005.
"We are pleased to have reached an agreement with the co-owners of STP and
will be working diligently to complete the approval process as soon as possible.
We also continue to prepare to file for stranded cost recovery as soon as we
close the TCC sale transactions," said Charles Patton, AEP Texas president and
chief operating officer.
STP is a 2,500-megawatt nuclear plant located in Matagorda County, Texas,
approximately 90 miles southwest of Houston. TCC's 25.2 percent share of the
plant is approximately 630 megawatts.
AEP announced plans in December 2002 to sell all 4,497 MW of the
generation assets owned by TCC to determine their market value for calculating
stranded costs (the amount that the book value exceeds the market value of the
assets) under Texas restructuring legislation. AEP completed sale of 3,813 MW of
these generating assets, including eight natural gas plants, one coal-fired
plant and one hydro plant, to a joint venture of Sempra Energy Partners and
Carlyle/Riverstone Global Energy and Power Fund July 1. AEP continues to work
toward completing the sale of TCC's 7.8 percent share of Oklaunion Plant.
American Electric Power owns more than 36,000 megawatts of generating
capacity in the United States and is the nation's largest electricity generator.
AEP is also one of the largest electric utilities in the United States, with
more than 5 million customers linked to AEP's 11-state electricity transmission
and distribution grid. The company is based in Columbus, Ohio.
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This report made by AEP and certain of its subsidiaries contains forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of
1934. Although AEP and each of its registrant 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. Among the factors that could cause
actual results to differ materially from those in the forward-looking statements
are: electric load and customer growth; weather conditions; available sources
and costs of fuels; availability of generating capacity and the performance of
AEP's generating plants; the ability to recover regulatory assets and stranded
costs in connection with deregulation; new legislation and government regulation
including requirements for reduced emissions of sulfur, nitrogen, mercury,
carbon and other substances; resolution of pending and future rate cases,
negotiations and other regulatory decisions (including rate or other recovery
for environmental compliance); oversight and/or investigation of the energy
sector or its participants; resolution of litigation (including pending Clean
Air Act enforcement actions and disputes arising from the bankruptcy of Enron
Corp.); AEP's ability to reduce its operation and maintenance costs; the success
of disposing of investments that no longer match AEP's business model; AEP's
ability to sell assets at acceptable prices and on other acceptable terms;
international and country-specific developments affecting foreign investments
including the disposition of any foreign investments; the economic climate and
growth in AEP's service territory and changes in market demand and demographic
patterns; inflationary trends; AEP's ability to develop and execute a strategy
based on a view regarding prices of electricity, natural gas, and other
energy-related commodities; changes in the creditworthiness and number of
participants in the energy trading market; changes in the financial markets,
particularly those affecting the availability of capital and AEP's ability to
refinance existing debt at attractive rates; actions of rating agencies,
including changes in the ratings of debt and preferred stock; volatility and
changes in markets for electricity, natural gas, and other energy-related
commodities; changes in utility regulation, including the establishment of a
regional transmission structure; accounting pronouncements periodically issued
by accounting standard-setting bodies; the performance of AEP's pension plan;
prices for power that AEP generates and sells at wholesale; changes in
technology and other risks and unforeseen events, including wars, the effects of
terrorism (including increased security costs), embargoes and other catastrophic
events.