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: January 10, 2000
Date of report: January 25, 2000
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
1-3146 Southwestern Electric Power Company 72-0323455
(A Delaware Corporation)
428 Travis Street
Shreveport, Louisiana 71156-0001
(318) 673-3000
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
CSW........................Central and South West Corporation, Dallas, Texas
CSW System.................CSW and its subsidiaries
Exchange Act...............Securities Exchange Act of 1934, as amended
Texas Commission...........Public Utility Commission of Texas
Texas Electric Operating
Companies.................Central Power and Light Company, Southwestern
Electric Power Company and West Texas Utilities
Company
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 each of its 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. 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 United States and in countries
in which CSW either currently has made or in the future may make investments,
- - the impact of the proposed AEP Merger, including any regulatory conditions
imposed on the merger or the inability to consummate the AEP Merger,
- - increased competition and the restructuring of the electric utility industry
in the United States,
- - federal and state regulatory developments and changes in law which may have a
substantial adverse impact on the value of CSW System generating and other
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 computer related failure(s) within the
CSW System, with the electric grid or with supplier(s) that adversely affect
the CSW System, and
- - risks associated with hedging and other risk management techniques.
ITEM 5. OTHER EVENTS
Electric Utility Restructuring Legislation
On January 10, 2000, CSW announced that it had filed with the Texas
Commission its business separation plan required by Texas legislation on
electric restructuring. The business separation plan describes the approach
proposed by CSW to unbundle the activities of its Texas Electric Operating
Companies into three entities. Although the plan is directed to meet the
requirements of the Texas legislation, CSW expects the plan to meet the
restructuring requirements which it anticipates will be enacted in Arkansas,
Louisiana and Oklahoma. CSW stated that, based upon the experience of other
utilities in Texas, its expected total cost to restructure the CSW System in
implementing retail competition in its service territory could range from $100
million to $200 million.
CSW's unbundling proposal envisions a two-stage structural separation. The
first stage, which would be completed by January 1, 2002, includes the
structural separation of the management and control of the transmission and
distribution areas from the generation areas as well as the creation of a
separate retail electric provider. The second stage, which would occur by
January 1, 2008, includes the transfer of legal ownership of generating and
transmission and distribution assets to the new entities. By that time, the
operating staffs of the Texas Electric Operating Companies also will be
transferred into the separate generating and transmission and distribution
companies. CSW is asking the Texas Commission to provide a decision on an
accelerated basis as to whether it will allow CSW to follow its proposed
two-stage approach. CSW estimates that the two-stage approach could potentially
save approximately $35 million of additional refinancing costs that likely would
occur if the Texas Commission requires CSW to transfer legal ownership of the
generating and transmission and distribution assets on or before January 1,
2002.
A copy of excerpts of CSW's business separation plan is included as
Exhibit 2.1 hereto and incorporated herein by reference. A copy of CSW's news
release related to CSW's Business Separation Plan is included as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
(2) Plan of Acquisition, reorganization, arrangement, liquidation or succession.
2.1 - Cost Unbundling and Separation of Utility Business Activities, including
Separation of Competitive Energy Services and Distributed Generation for Central
Power and Light Company, Southwestern Electric Power Company and West Texas
Utilities Company, January 2000.
(99) Additional Exhibits
99.1 - News release dated January 10, 2000 issued by CSW related to filing of
its Business Separation Plan required by Texas legislation on electric
restructuring.
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 25, 2000
By: /s/ Lawrence B. Connors
Lawrence B. Connors
Controller and Chief Accounting Officer
(Principal Accounting Officer)
CENTRAL POWER AND LIGHT COMPANY
SOUTHWESTERN ELECTRIC POWER COMPANY
WEST TEXAS UTILITIES COMPANY
Date: January 25, 2000
By: /s/ R. Russell Davis
R. Russell Davis
Controller and Chief Accounting Officer
(Principal Accounting Officer)