EXHIBIT 99.1
CSW
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Central and South West Corporation
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Central Power and Light Company, Corpus Christi
Public Service Company of Oklahoma, Tulsa
Southwestern Electric Power Company, Shreveport
West Texas Utilities Company, Abilene
Central and South West Services, Inc., Dallas
and Tulsa
C3 Communications, Inc., Austin
CSW Credit, Inc., Dallas
CSW Energy, Inc., Dallas
CSW Energy Services, Inc., Boston
CSW International, Inc., Dallas
CSW Leasing, Inc., Dallas
EnerShop Inc., Dallas
SEEBOARD plc, Crawley, West Sussex, U.K.
News Release
Contact:
Xxxxxx X. Xxxxxx
Manager of External Communications
0000 Xxxxxxx Xxxxxxx Xxxxxxx
X.X. Xxx 000000 - Xxxxxx, Xxxxx 00000-0000
000-000-0000
Central and South West Corporation stockholders approve merger with
American Electric Power Co.
DALLAS (May 28, 1998)--Central and South West Corporation (NYSE: CSR) said
that its stockholders at their annual meeting in Dallas today overwhelmingly
approved a proposal to merge the corporation with American Electric Power
Company, Inc., (NYSE:AEP) based in Columbus, Ohio.
CSW stockholders voted a total of 172,974,243 common shares, representing
82 percent of the corporation's outstanding common shares, for the merger.
Stockholders cast 3,873,541 shares, or 2 percent, against the merger, including
1,544,877 shares that were abstentions.
"Our stockholders have voiced their overwhelming support for the merger
between CSW and AEP," said X.X. Xxxxxx, Central and South West's chairman and
chief executive officer. "The combined company will be an even stronger
competitor that will serve the interests of our owners, customers and
employees."
The merger between CSW and AEP was announced December 22, 1997. Under terms
of the merger agreement, CSW stockholders will receive 0.6 of a share of AEP
common stock in exchange for each share of CSW common stock upon completion of
the merger.
The merger is subject to state and federal regulatory review as well as
other conditions. CSW and AEP expect to complete the merger by the first half of
1999.
On May 27, AEP's stockholders at their annual meeting approved increasing
the number of outstanding shares of AEP common stock from 300 million to 600
million and issuing the shares to complete the merger transaction.
In other business, CSW stockholders re-elected as directors X.X. Xxxxxx,
Xxxxxx X. Xxxxxxx and Xxxxx X. Xxxxxx to serve three-year terms, expiring in
2001, and Xxxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxx to serve one-year terms,
expiring in 1999. None of the directors received less than 90 percent of the
common shares voted at the annual meeting. CSW stockholders also ratified the
appointment of Xxxxxx Xxxxxxxx LLP as CSW's independent public accountants for
1998.
After the stockholders' meeting, the CSW board of directors met and
re-elected the following corporate officers: X.X. Xxxxxx, chairman and chief
executive officer; Xxxxxx X. Xxxxxxxx, III, president and chief operating
officer; Xxxx. X. Xxxxx, Xx., executive vice president and general counsel;
Xxxxx X. Xxxxxxxx, executive vice president and chief financial officer; Xxxxx
Files, senior vice president, electric operations; Xxxxxx X. Xxxxx, senior vice
president, external affairs; Xxxxxx XxXxxxxx-Xxxxx, senior vice president,
customer relations and corporate development, and assistant corporate secretary;
Xxxxxxx X. XxXxxxxxx, vice president, AEP merger; Xxxxxxx X. Xxxxx, Xx., vice
president, associate general counsel and corporate secretary; Xxxxxxx X. Xxxxx,
vice president, business opportunities; Xxxxxxxx X. Xxxxxxx, controller; and
Xxxxx X. Xxxxxx, treasurer.
Central and South West Corporation is a global, diversified public utility
holding company based in Dallas. CSW owns four electric operating subsidiaries
serving 1.7 million customers in Texas, Oklahoma, Louisiana and Arkansas; a
regional electricity company in the United Kingdom; other international energy
operations and non-utility subsidiaries involved in energy-related investments,
telecommunications, energy efficiency and financial transactions.
American Electric Power Company, Inc., a global energy company, is one of
the United States' largest investor-owned utilities, providing energy to 3
million customers in Indiana, Kentucky, Michigan, Ohio, Tennessee, Virginia and
West Virginia. AEP has holdings in the United States, the United Kingdom, China
and Australia. Wholly owned subsidiaries provide power engineering, energy
consulting and energy management services around the world. The company is based
in Columbus, Ohio.
# # #
For more information, contact Xxxxxx X. Xxxxxx, manager of external
communications for Central and South West Corporation, at 000-000-0000.
News releases and other information about CSW can be found on the World Wide Web
at xxxx://xxx.xxx.xxx. News releases and other information about AEP can be
found on the World Wide Web at xxxx://xxx.xxx.xxx.
