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AEP, CSW File Motion with FERC to Waive Initial Decision in Merger Dockets

June 29, 1999

Columbus, Ohio, and Dallas, June 29, 1999 -- American Electric Power (NYSE: AEP) and Central and South West Corporation (NYSE: CSR) filed a motion with the Federal Energy Regulatory Commission (FERC) on Monday to waive the decision by an administrative law judge in two dockets related to the pending merger of the two companies. Dockets addressed in the motion are EC98-40-000 (the merger docket) and EC98-2770-000 (a docket involving the system integration agreement, the system transmission integration agreement and the transmission reassignment tariff, three items integral to implementation of the merger). A hearing before a FERC administrative law judge began today. The motion asks the FERC to waive the requirement for a post-hearing decision by the administrative law judge. The commission would then decide the matter based on the hearing record and briefs submitted by all interested parties. The remaining issues are primarily policy issues that are amenable to resolution by the commission, the motion indicates. “The commission has said its goal is to decide merger applications as promptly as possible, so this filing is consistent with efforts already under way at the FERC,” said E. Linn Draper Jr., AEP chairman, president and chief executive officer. “By filing this motion, we seek to reduce the amount of time required to gain approval for our merger and help assure approval in 1999." The merger application was originally filed at FERC in April 1998. AEP and CSW have vigorously pursued settlements with numerous parties while the case has been pending at FERC. Most state regulatory proceedings have been settled or are near settlement. AEP and CSW expect that all other regulatory approvals except the Securities and Exchange Commission will be in hand by the time the FERC acts under the proposed expedited schedule. “We have already reached settlements with many parties who had intervened in the FERC proceedings,” Draper said. “These settlements have addressed many of the issues raised by the remaining intervenors, including rates, affiliate transactions, divestiture, and regional transmission organizations. This has narrowed and simplified the merger issues and makes it suitable for direct action by the commission. “By eliminating any unnecessary delays in the process, we bring our customers, shareholders, employees and our industry in general that much closer to attaining the substantial benefits that our merger offers," Draper said. AEP and CSW announced their intent to merge on Dec. 22, 1997. The merger has received conditional approval by state regulatory commissions in Arkansas and Oklahoma, two of the four states within CSW's service territory. The Oklahoma order confirmed a Oklahoma Corporation Commission OCC staff settlement recommendation to the OCC to not oppose approval of the merger by the FERC. The companies have a pending merger settlement with key parties in Texas, a third CSW state, that awaits action by the Public Utility Commission of Texas. AEP and CSW have reached a settlement in principle with Louisiana, the fourth CSW state, and a hearing has been scheduled to begin July 7. AEP and CSW have reached a settlement with the FERC trial staff, in which the staff supports a finding that the merger will have no adverse effect on competition. AEP and CSW have also announced settlement agreements with the International Brotherhood of Electrical Workers (IBEW) resulting in the IBEW local unions withdrawing their opposition to completion of the merger; with the Indiana Utility Regulatory Commission (IURC) resulting in Indiana customers receiving merger benefits and including a commitment by the IURC to not oppose the merger during consideration of the merger agreement by the FERC and the SEC; with key parties in Kentucky addressing matters pertinent to the state regarding the pending merger; and with a variety of wholesale customers that had intervened in federal proceedings. The Nuclear Regulatory Commission has approved a license transfer application related to the merger. The merger requires approval by the FERC and the SEC and review by the Department of Justice. Once the merger is completed, the new company will be called American Electric Power. Central and South West Corp. 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. AEP, 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: For American Electric Power Pat Hemlepp 614/223-1620 For Central and South West Larry Jones 214/777-1276

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