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: 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.
0-346 Central Power and Light Company 74-0550600
(A Texas Corporation)
539 North Carancahua Street
Corpus Christi, Texas 78401-2802
(361) 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) 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
AEP........................American Electric Power Company, Inc., Columbus, Ohio
AEP Merger.................Merger between AEP and CSW where CSW became a wholly
owned subsidiary of AEP
CSW........................Central and South West Corporation, Dallas, Texas
Exchange Act...............Securities Exchange Act of 1934, as amended
Merger Agreement...........Agreement and Plan of Merger, dated as of December
21, 1997, between AEP and CSW (as amended on December
31, 1999)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
AEP Merger
Reference is made to CSW's Notes to Consolidated Financial Statements in
the Annual Report on Form 10-K for the year ended December 31, 1999 and in the
Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 for a
discussion of the pending merger with AEP.
On June 15, 2000, following final regulatory approval by the Securities
and Exchange Commission, the AEP Merger was consummated in accordance with the
terms of the Merger Agreement, by and among CSW, AEP and Augusta Acquisition
Corporation. Pursuant to the terms of the Merger Agreement, all outstanding
shares of common stock, par value $3.50 per share, of CSW (other than shares
owned by CSW), were converted into the right to receive 0.6 of a share of common
stock, par value $6.50 per share, of AEP.
E.R. Brooks, former Chairman and Chief Executive Officer of CSW, has
become a new director of AEP. Thomas V. Shockley, III, former President and
Chief Operating Officer of CSW, is joining AEP as vice chairman and as a member
of its board of directors. In addition, four outside CSW directors - Dr. Donald
M. Carlton, Messrs. William R. Howell and James L. Powell and Dr. Richard L.
Sandor have been elected to the AEP board.
The AEP Merger will be treated as a pooling of interests for accounting
purposes. As a result of the AEP Merger, the common stock of CSW is no longer
eligible to be listed on the New York Stock Exchange or the Chicago Stock
Exchange. Accordingly, CSW's common stock was delisted on those exchanges and
deregistered under the Exchange Act.
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 POWER AND LIGHT COMPANY
Date: June 15, 2000
By: ______________________________________
J. Gonzalo Sandoval
General Manager/President and Director
PUBLIC SERVICE COMPANY OF OKLAHOMA
Date: June 15, 2000
By: ______________________________________
T.D. Churchwell
President and Director
SOUTHWESTERN ELECTRIC POWER COMPANY
Date: June 15, 2000
By: ______________________________________
Michael H. Madison
President and Director
WEST TEXAS UTILITIES COMPANY
Date: June 15, 2000
By: ______________________________________
Paul J. Brower
General Manager/President and Director