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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 report (Date of earliest event reported) August 31, 2020
SOUTHWESTERN ELECTRIC POWER COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Delaware 1-3146 72-0323455
(State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification
Incorporation)
No.)
1 Riverside Plaza, Columbus, OH 43215
(Address of Principal Executive Offices) (Zip Code)
(Registrant's Telephone Number, Including Area Code) (614) 716-1000
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
□




Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Southwestern Electric Power Company (the “Company”) filed an amendment to its certificate of incorporation with the Secretary of State of Delaware with an effective date of August 31, 2020. The amendment authorizes a reverse stock split of the common stock, eliminates the authorized preferred stock and reduces the authorized number of shares of common stock.

The foregoing description of the amendment to the Certificate of Incorporation is qualified in its entirety by reference to the amendment to the Certificate of Incorporation adopted by the Board of Directors and approved by the sole shareholder, a copy of which is attached and incorporated herein as Exhibit 3.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits
3.1

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.

SOUTHWESTERN ELECTRIC POWER COMPANY
By: /s/ Thomas G. Berkemeyer
Name: Thomas G. Berkemeyer
Title Assistant Secretary
September 1, 2020


Exhibit 3.1

CERTIFICATE OF AMENDMENT OF
RESTATED CERTIFICATE OF INCORPORATION
OF
SOUTHWESTERN ELECTRIC POWER COMPANY

Southwestern Electric Power Company, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:

FIRST: That the Board of Directors of the Corporation has duly adopted resolutions authorizing the Corporation to execute and file with the Secretary of State of the State of Delaware this Certificate of Amendment to the Restated Certificate of Incorporation of the Corporation, as amended (this “Amendment”), to combine each 2,048 outstanding shares of the Corporation’s Common Stock, par value Eighteen Dollars ($18) per share (the “Common Stock”), into one (1) validly issued, fully paid and non-assessable share of Common Stock.

SECOND: That this Amendment was duly adopted in accordance with the terms of the applicable provisions of Section 242 of the Delaware General Corporation Law and with the provisions of the Restated Certificate of Incorporation of the Corporation, as amended by the Board of Directors and shareholder of the Corporation.

THIRD: That, upon the effectiveness of this Amendment, the Restated Certificate of Incorporation of the Corporation, as amended, is hereby amended such that Article Fourth is amended and restated in its entirety to read as set forth below:

FOURTH: The total number of shares of all classes of stock that the Corporation is authorized to issue is 3,680 shares of Common Stock, par value Eighteen Dollars ($18) per share (the “Common Stock”) and no shares of preferred stock. Upon the effectiveness of this Certificate of Amendment to the Restated Certificate of Incorporation of this corporation, each 2,048 shares of Common Stock issued and outstanding at such time shall, automatically and without any further action on the part of the corporation or the holder thereof, be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock (the “Reverse Stock Split”). The par value of the Common Stock following the Reverse Stock Split shall remain Eighteen Dollars ($18) per share. Each certificate that immediately prior to the effectiveness of this Certificate of Amendment to the Restated Certificate of Incorporation of this corporation represented shares of Common Stock (an “Old Certificate”) shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.”

FIFTH: This Amendment shall become effective at midnight on August 31, 2020.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Restated Certificate of Incorporation to be executed by its Assistant Secretary this 25th day of August 2020.


SOUTHWESTERN ELECTRIC POWER COMPANY

By: /s/ Thomas G. Berkemeyer
Name: Thomas G. Berkemeyer
 Title: Assistant Secretary