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: November 19, 1998
Date of report: December 7, 1998
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.
ALJ.....................................Administrative Law Judge
Arkansas Commission.....................Arkansas Public Service Commission
CPL.....................................Central Power and Light Company, Corpus
Christi, Texas
CSW.....................................Central and South West Corporation,
Dallas, Texas
CSW System..............................CSW and its subsidiaries
FERC....................................Federal Energy Regulatory Commission
Louisiana Commission....................Louisiana Public Service Commission
Oklahoma Commission.....................Oklahoma Corporation Commission
STP.....................................South Texas Project nuclear electric
generating station, jointly owned by
CPL, Houston Lighting and Power Company,
City of Austin, and City of San Antonio
SWEPCO..................................Southwestern Electric Power Company,
Shreveport, Louisiana
Texas Commission........................Public Utility Commission of Texas
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, 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 AEP Merger including any regulatory
conditions imposed on the merger, the inability to consummate the AEP Merger, or
other merger and acquisition activity including the SWEPCO Plan; 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 November 19 and 24, 1998, CSW and AEP issued news releases related
to their proposed merger, which are summarized below.
AEP and CSW stated that they had agreed to a procedural schedule
relating to FERC's hearing on the merger. The scheduling conference was held as
the result of a FERC order issued November 10, instructing AEP and CSW to
address several competitive issues related to the merger. AEP and CSW plan to
refile their case with the FERC by January 13, 1999.
The procedural schedule calls for hearings before an ALJ to begin on
June 1, 1999. The companies expect to seek a final FERC order before the end of
the fourth quarter of 1999. The new FERC procedural schedule therefore is
expected to extend by several months the companies' previously targeted merger
completion date.
The companies are continuing settlement discussions with FERC, other
regulatory bodies and intervenors in the proceedings. AEP and CSW have reached
settlements with several intervenor groups in Texas and Arkansas, and, on
November 5, 1998, the Nuclear Regulatory Commission approved the license
transfer application filed by CSW's CPL regarding its 25.2% interest in STP.
In Arkansas, AEP, CSW and SWEPCO have reached a settlement with the
general staff of the Arkansas Commission on the regulatory plan phase related to
the proposed merger. A hearing to consider approval of the settlement is
scheduled in early December 1998.
In Texas, the companies have reached a 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 subject
to approval of their respective city councils. The proposed settlement would
resolve all issues of the signing parties if it is approved by the Texas
Commission and the merger is completed as currently planned.
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 Commission, Louisiana Commission,
Oklahoma Commission and Texas Commission as well as the Securities and Exchange
Commission. The companies also plan to file merger applications soon with the
Federal Communications Commission and the Department of Justice.
Copies of the news releases are incorporated by reference and attached
as exhibits.
Since the issuance of these press releases, new information is
available regarding state merger proceedings. In Texas, an ALJ scheduled a
hearing to consider the merger on April 27, 1999, which is anticipated to
continue for approximately three weeks. A final decision is expected from the
Texas Commission in September 1999. In Arkansas, the hearing regarding the
proposed settlement between the general staff of the Arkansas Commission and
AEP, CSW and SWEPCO was held by the Arkansas Commission on on December 1, 1998.
The Arkansas Commission has not issued a decision on the proposed settlement,
but may do so as early as the end of this year. Merger hearings are scheduled to
begin at the Louisiana Commission on January 18, 1999. In Oklahoma, hearings to
consider the regulatory proposals related to the merger are sheduled to begin on
January 20, 1999.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit 99.1 CSW News Release dated November 19, 1998 relating to CSW
and AEP merger proceedings with Texas and other regulatory agencies.
Exhibit 99.2 CSW News Release dated November 24, 1998 relating to CSW
and AEP merger proceedings with the Federal Energy Regulatory
Commission.
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: December 7, 1998
By: /s/ Lawrence B. Connors
Lawrence B. Connors
Controller
CENTRAL POWER AND LIGHT COMPANY
PUBLIC SERVICE COMPANY OF OKLAHOMA
SOUTHWESTERN ELECTRIC POWER COMPANY
WEST TEXAS UTILITIES COMPANY
Date: December 7, 1998
By: /s/ R. Russell Davis
. R. Russell Davis
Controller