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.
1-3525 AMERICAN ELECTRIC POWER COMPANY, INC. 13-4922640
(A New York Corporation)
1 Riverside Plaza
Columbus, Ohio 43215
Telephone (614) 223-1000
Item 2. Acquisition or Disposition of Assets.
Reference is made to Note 8 of American Electric Power Company, Inc.'s
("AEP") 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 merger with
Central and South West Corporation, a Delaware corporation ("CSW"), that has
been pending.
On June 15, 2000, following receipt of final regulatory approval, the
merger of CSW with and into Augusta Acquisition Corporation, a Delaware
corporation and a wholly owned subsidiary of AEP ("Merger Sub"), 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.
As a result of the Merger, AEP elected the following six directors to its
Board of Directors from the Board of CSW:
E. R. Brooks James L. Powell
Donald M. Carlton Richard L. Sandor
William R. Howell Thomas V. Shockley, III
The election of the six directors brings the number of members on the AEP Board
to 15.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Financial statements required by this item shall be filed not later
than 60 days after the date that this report is required to be
filed.
(b) Pro Forma Financial Information.
Financial statements required by this item shall be filed not later
than 60 days after the date that this report is required to be
filed.
(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, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMERICAN ELECTRIC POWER COMPANY, INC.
Registrant
By: /s/ Armando A. Pena
Armando A. Pena
Treasurer of the 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).