[Federal Register Volume 63, Number 77 (Wednesday, April 22, 1998)]
[Notices]
[Pages 19989-19990]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-10653]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-26857]


Filings Under the Public Utility Holding Company Act of 1935, as 
amended (``Act'')

April 16, 1998.
    Notice is hereby given that the following filing(s) has/have been 
made with the Commission pursuant to provisions of the Act and rules 
promulgated under the Act. All interested persons are referred to the 
application(s) and/or declaration(s) for complete statements of the 
proposed transaction(s) summarized below. The application(s) and/or 
declaration(s) and any amendments is/are available for public 
inspection through the Commission's Office of Public Reference.
    Interested persons wishing to comment or request a hearing on the 
application(s) and/or declaration(s) should submit their views in 
writing by May 12, 1998, to the Secretary, Securities and Exchange 
Commission, Washington, D.C. 20549, and serve a copy on the relevant 
applicant(s) and/or declarant(s) at the address(es) specified below. 
Proof of service (by affidavit or, in case of an attorney at law, by 
certificate) should be filed with the request. Any request for hearing 
should identify specifically the issues of fact or law that are 
disputed. A person who so requests will be notified of any hearing, if 
ordered, and will receive a copy of any notice or order issued in the 
matter. After May 12, 1998, the application(s) and/or declaration(s), 
as filed or as amended, may be granted and/or permitted to become 
effective.

    American Electric Power Company, Inc. and Central and South West 
Corporation (70-9169).
    Notice of Proposal to Amend Certificate of Incorporation to 
Increase Number of Authorized Shares of Common Stock; Order 
Authorizing Solicitation of Proxies.

    American Electric Power Company, Inc. (``AEP''), 1 Riverside Plaza, 
Columbus, Ohio 43215, and Central and South West Corporation (``CSW''), 
1616 Woodall Rodgers Freeway, Dallas, Texas 75266, each a registered 
holding company, have filed a joint declaration with this Commission 
under sections 6(a)(2), 7 and 12(e) of the Public Utility Holding 
Company Act of 1935, as amended (``Act''), and rules 62 and 65 under 
the Act.
    AEP and CSW have entered into an Agreement and Plan of Merger, 
dated as of December 21, 1997 (``Merger Agreement''). Under the Merger

[[Page 19990]]

Agreement, Augusta Acquisition Corporation, a wholly owned subsidiary 
of AEP, intend to merge with and into CSW (``Merger'') on the closing 
date. Under the Merger Agreement, among other things, AEP and CSW have 
each agreed to hold meetings of their shareholders to obtain the 
shareholder approvals required to effect the Merger.
    AEP proposes to solicit proxies from its common shareholders to 
approve various matters in connection with the Merger at the annual AEP 
shareholders meeting, scheduled in late May 1998. The AEP shareholders 
will be asked to consider and approve a proposed amendment (``Proposed 
Amendment'') to AEP's restated certificate of incorporation to increase 
the number of authorized shares of AEP common stock, provided that the 
total votes cast on the proposal represent a majority of the 
outstanding shares of AEP common stock, and the issuance of shares of 
AEP common stock. The Proposed Amendment will be effected, if approved 
by AEP's shareholders, regardless of whether the Merger is consummated. 
AEP states that the additional authorized shares of AEP common stock 
will enable it to respond to future business needs and opportunities. 
Specifically, shares of AEP common stock would be available for 
issuances in connection with possible investment opportunities, 
acquisitions of assets and other companies, or for other corporate 
purposes. Accordingly, AEP requests that an order authorizing the 
solicitation of proxies be issued as soon as practicable under rule 
62(d).
    CSW proposes to solicit proxies to approve the Merger by the 
affirmative vote of the holders of a majority of the outstanding shares 
of CSW common stock at the annual CSW shareholders meeting, scheduled 
in late May 1998. Accordingly, CSW requests that an order authorizing 
the solicitation of proxies be issued as soon as practicable under rule 
62(d).
    At a later date, AEP and CSW plan to file an application-
declaration with this Commission requesting authority to consummate the 
Merger and related transactions including, but not limited to, the 
issuance of AEP common stock.
    It appears to the Commission that AEP and CSW's joint declaration 
regarding the proposed solicitation of proxies should be permitted to 
become effective immediately.
    It is ordered, under rule 62 under the Act, that the joint 
declaration regarding the proposed solicitation of proxies can become 
effective immediately, subject to the terms and conditions contained in 
rule 24 under the Act.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 98-10653 Filed 4-21-98; 8:45 am]
BILLING CODE 8010-01-M