<PAGE> 1
File No. 70-8057
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 6 (POST-EFFECTIVE) TO
FORM U-1
APPLICATION-DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
_________________________________________________________
WEST TEXAS UTILITIES COMPANY
301 Cypress Street
Abilene, Texas 79601-5820
(Name of company filing this statement and address
of principal executive office)
_________________________________________________________
CENTRAL AND SOUTH WEST CORPORATION
(Name of top registered holding company parent)
_________________________________________________________
Shirley S. Briones
Treasurer
West Texas Utilities Company
Williams Tower II
2 West Second Street
Tulsa, OK 74103-3102
Stephen J. McDonnell
Treasurer
Central and South West Corporation
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75266-0164
Joris M. Hogan, Esq.
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
(Names and addresses of agents for service)
<PAGE> 2
West Texas Utilities Company, a Texas corporation (the "Company"), a
wholly-owned electric utility subsidiary of Central and South West Corporation
("CSW"), a Delaware corporation and a registered holding company under the
Public Utility Holding Company Act of 1935, as amended (the "Act"), hereby
amends its Application-Declaration in File No. 70-8057 in the following
respects. In all other respects, the Application-Declaration as previously
filed and amended will remain the same.
Item 1. Description of Proposed Transactions.
By order of the Commission dated October 7, 1992 (HCAR No. 35-25649;
70-8057) (the "Order"), the Company was authorized, among other things, to
issue and sell up to an aggregate principal amount of $150 million of First
Mortgage Bonds ("New Bonds"), in one or more series, from time to time through
December 31, 1994. The Company was authorized to use the proceeds from the
sale of New Bonds (i) to redeem all or a portion of its then outstanding $75
million, 8-7/8% First Mortgage Bonds, Series N, due May 1, 2016 ("Series N
Bonds"), (ii) to purchase, through a tender offer, all or a portion of its
then outstanding $65 million, 9-1/4% First Mortgage Bonds, Series O, due
December 1, 2019 ("Series O Bonds" and together with the Series N Bonds,
the "Old Bonds") and (iii) to repay outstanding short-term borrowings or for
other general corporate purposes.
In October 1992, the Company issued $75 million of New Bonds pursuant
to the Order. The net proceeds from the sale of the New Bonds were used to
redeem the Series N Bonds.
By order dated December 19, 1994 (HCAR No. 35-26194), the Commission
extended from December 31, 1994 to December 31, 1996, the authorization to
issue and sell the remaining $75 million of New Bonds.
<PAGE> 3
In March 1995, the Company issued $40 million of New Bonds pursuant
to the Order. The net proceeds were used to repay a portion of the Company's
short-term debt and to reimburse the Company's treasury for reacquiring
approximately $10 million of its Series O Bonds.
To date, the Company has issued $115 million aggregate principal
amount of New Bonds pursuant to the original order. The Company has authority
remaining under the Original Order to issue and sell up to an additional $35
million of New Bonds.
The Company hereby requests authority to issue and sell, through
December 31, 1997, up to an additional $95 million of First Mortgage Bonds
which, together with the remaining $35 million authorized to be issued and
sold pursuant to the Original Order, would authorize the Company to issue and
sell up to an additional aggregate principal amount of $130 million of First
Mortgage Bonds (collectively, the "Bonds"). The Company proposes that all
previously granted authorities relating to the New Bonds also be granted in
connection with the issuance of the Bonds. In addition, the Company requests
authority to issue the Bonds with maturities not less than two nor more than
40 years.
The proceeds from the sale of the Bonds will be used to (i) redeem
all or a portion of the Company's outstanding $55.203 million, Series O Bonds
and/or (ii) to repay a portion of the Company's short-term debt, to provide
working capital and for other general corporate purposes.
The Company will not issue the Bonds to redeem all or a portion of
its Series O Bonds unless the estimated present value savings (derived from
the net difference between interest payments on any Bonds to be issued for
redemption purposes and the Series O Bonds) is, on an after-tax basis, greater
than the present value of all redemption costs and premiums, if any, and
issuance costs, assuming an appropriate discount rate.
<PAGE> 4
Item 2. Fees, Commissions and Expenses.
Assuming an issue of Bonds in an aggregate principal amount of up to
$130,000,000, an estimate of the fees and expenses, other than underwriting
discounts and commissions, to be paid or incurred by the Company in connection
with the proposed transactions is set forth below.
Securities Act Registrations fee ................ $ 44,828
Financial Printing ............................ 25,000
Fees of Trustee ................................. 35,000
Fees of Rating Agencies ......................... 70,000
Blue Sky fees and expenses ...................... 5,000
Expenses of Central and South
West Services, Inc. ........................... 4,172
Fees of Public Accountants ...................... 15,000
Counsel Fees:
Milbank, Tweed, Hadley & McCloy
New York, New York............................. 65,000
Wagstaff, Alvis, Stubbeman,
Seamster & Longacre, L.L.P.
Abilene, Texas ................................ 10,000
Miscellaneous and incidental expenses
including travel, telephone
and postage ................................... 5,000
--------
TOTAL $279,000
========
Item 3. Applicable Statutory Provisions.
Sections 6(a) and 7 of the Act and Rule 23 thereunder are applicable
to the issue and sale of the Bonds. To the extent any other provisions of the
Act or the rules promulgated thereunder may be applicable to the proposed
transactions, the Company hereby requests appropriate orders to such effect.
<PAGE> 5
Item 4. Regulatory Approval.
No state regulatory authority and no federal regulatory authority,
other than the Commission under the Act, has jurisdiction over the proposed
transactions.
Item 5. Procedure.
A registration statement on Form S-3 under the Securities Act of
1933, as amended, will be filed with the Commission in connection with the
issue and sale by the Company of the Bonds.
The Company requests that the Commission issue and publish no later
than April 21, 1995, the requisite notice under Rule 23 with respect to the
filing of this Application-Declaration, such notice to specify a date not
later than May 15, 1995, as the date after which an order granting and
permitting this Application-Declaration to become effective may be entered by
the Commission and the Commission enter not later than May 16, 1995, an
appropriate order granting and permitting this Application-Declaration to
become effective.
The Company respectfully requests that appropriate and timely action
be taken by the Commission in this matter in order to permit consummation of
the proposed transactions in accordance with the schedule outlined above.
No recommended decision by a hearing officer or any other responsible
officer of the Commission is necessary or required in this matter. The
Division of Investment Management of the Commission may assist in the
preparation of the Commission's decision in this matter. There should be no
30-day waiting period between the issuance and the effective date or any order
issued by the Commission in this matter; and it is respectfully requested that
any such order be made effective immediately upon the entry thereof.
<PAGE> 6
Item 6. Exhibits and Financial Statements.
Exhibit 2(b) - Preliminary earnings coverage computations.
Exhibit 3(c) - Preliminary opinion of Milbank, Tweed, Hadley &
McCloy, counsel to the Company.
Exhibit 4(c) - Final or "past tense" opinion of Milbank, Tweed,
Hadley & McCloy, counsel to the Company (to be filed
with Certificate of Notification).
Exhibit 5(c) - Financial Statements per books and pro forma as of
December 31, 1994.
Amended
Exhibit 6 - Proposed Notice of Proceeding.
Amended
Exhibit 8 - Form of Underwriting Agreement (to be filed by
amendment).
Exhibit 9 - Indenture of Mortgage date August 1, 1943, as amended
through July 1, 1973 of the Company (incorporated
herein by reference to Exhibit 5.05 in Registration
No. 2-60712), the Supplemental Indentures dated May
1, 1979, November 15, 1981, November 1, 1983, April
15, 1985, August 1, 1985, May 1, 1986, December 1,
1989, June 1, 1992, October 1, 1992, February 1, 1994
and March 1, 1995 (incorporated herein by reference
to Exhibit 2.02 in Registration No. 2-63931, Exhibit
4.02 in Registration No. 2-74408, Exhibit 12 to Form
U-1, File No. 70-6820, Amended Exhibit 13 to Form
U-1, File No. 70-6925, Exhibit 4(b) in Registration
No. 2-98843, Exhibit 4 to Form U-1, File No. 70-7237,
Amended Exhibit 3 to Form U-1, File No. 70-7719,
Exhibit 10 to Form U-1, File No. 70-7936, Exhibit 10
to Form U-1, File No. 70-8057, Exhibit 10 to Form
U-1, File No. 70-8265 and Exhibit 10(b) to Form U-1,
File No. 70-8057, respectively).
Amended
Exhibit 10 - Form of proposed Supplemental Indenture (to be filed
by amendment).
Exhibit 11(b) - Form S-3 Registration Statement of the Company under
the Securities Act of 1933 relating to sale of the
Additional Bonds (to be filed by amendment).
Exhibit 12(b) - Form T-1 Statement of Eligibility and Qualification
of Harris Trust and Savings Bank, as Trustee under
the Indenture (to be filed by amendment).
Exhibit 13(b) - Form T-2 Statement of Eligibility and Qualification
of J. Bartolini, as Co-Trustee under the Indenture
(to be filed by amendment).
<PAGE> 7
Item 7. Information as to Environmental Effects.
The proposed transactions do not involve major federal action having
a significant effect on the human environment. To the best of the Company's
knowledge, no federal agency has prepared or is preparing an environmental
impact statement with respect to the proposed transactions.
<PAGE> 8
S I G N A T U R E
- - - - - - - - -
Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, as amended, the undersigned company has duly caused this document
to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: April 10, 1995
WEST TEXAS UTILITIES COMPANY
By: /s/ SHIRLEY S. BRIONES
Shirley S. Briones
Treasurer
<PAGE> 1
INDEX OF EXHIBITS
EXHIBIT TRANSMISSION
NUMBER EXHIBITS METHOD
- ------- -------- ------------
2(b) Preliminary earnings coverage Electronic
computations.
3(c) Preliminary opinion of Milbank, Tweed, Electronic
Hadley & McCloy, counsel to the Company.
4(c) Final or "past tense" opinion of Milbank, ---
Tweed, Hadley & McCloy, counsel to the
Company (to be filed with Certificate of
Notification).
5(c) Financial Statements per books and pro Electronic
forma as of December 31, 1994.
6 Proposed Notice of Proceeding (amended Electronic
exhibit).
8 Form of Underwriting Agreement (amended ---
exhibit) (to be filed by amendment).
9 Indenture of Mortgage date August 1, 1943, Incorporated
as amended through July 1, 1973 of the by Reference
Company (incorporated herein by reference
to Exhibit 5.05 in Registration No. 2-60712),
the Supplemental Indentures dated May 1,
1979, November 15, 1981, November 1, 1983,
April 15, 1985, August 1, 1985, May 1, 1986,
December 1, 1989, June 1, 1992, October 1,
1992, February 1, 1994 and March 1, 1995
(incorporated herein by reference to Exhibit
2.02 in Registration No. 2-63931, Exhibit
4.02 in Registration No. 2-74408, Exhibit 12
to Form U-1, File No. 70-6820, Amended
Exhibit 13 to Form U-1, File No. 70-6925,
Exhibit 4(b) in Registration No. 2-98843,
Exhibit 4 to Form U-1, File No. 70-7237,
Amended Exhibit 3 to Form U-1, File No.
70-7719, Exhibit 10 to Form U-1, File No.
70-7936, Exhibit 10 to Form U-1, File No.
70-8057, Exhibit 10 to Form U-1, File No.
70-8265 and Exhibit 10(b) to Form U-1, File
No. 70-8057, respectively).
10 Form of proposed Supplemental Indenture ---
(amended exhibit) (to be filed by
amendment).
<PAGE> 2
INDEX OF EXHIBITS
(CONTINUED)
EXHIBIT TRANSMISSION
NUMBER EXHIBITS METHOD
- ------- -------- ------------
11(b) Form S-3 Registration Statement of the ---
Company under the Securities Act of 1933
relating to sale of the Additional Bonds
(to be filed by amendment).
12(b) Form T-1 Statement of Eligibility and ---
Qualification of Harris Trust and Savings
Bank, as Trustee under the Indenture (to
be filed by amendment).
13(b) Form T-2 Statement of Eligibility and ---
Qualification of J. Bartolini, as Co-
Trustee under the Indenture (to be filed
by amendment).
<PAGE> 1
<TABLE>
EXHIBIT 2(b)
------------
<CAPTION>
WEST TEXAS UTILITIES COMPANY
INDENTURE EARNINGS COVERAGE COMPUTATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994
Per Pro Forma Pro
Books Adjustments Forma
------------ ----------- ------------
<S> <C> <C> <C>
Net Operating Revenues $ 72,716,952 $ 72,716,952
Add: Non Operating Income $ 4,683,118 $ 4,683,118
------------ ------------
Income as defined by the Indenture $ 77,400,070 $ 77,400,070
------------ ------------ ------------
First Mortgage Bond Interest $ 14,700,028 $ 8,781,222 $ 23,481,250
Indenture Coverage 5.27 3.30
NOTE: assuming $130,000,000 issue at 8.375%
NOTE: pro forma adjustments are as follows:
Series O $(5,106,278)
Series T 3,000,000
New Issue 10,887,500
-----------
$ 8,781,222
===========
The indenture provides for the maintenance expenses to be computed
at 2.9% of average depreciable property, which when calculated shows no
deficiency (see below).
Average Depreciable Property $931,490,769
X 2.9% 27,013,232
Actual Depreciation 30,747,387
------------
Excess $ 3,734,155
============
</TABLE>
<PAGE> 1
EXHIBIT 3(c)
------------
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
April 10, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: West Texas Utilities Company
Form U-1 Application-Declaration
Dear Sirs:
We refer to the Form U-1 Application-Declaration (File No.
70-8057), as amended by Amendment No. 6 thereto (Post-Effective), and as
to be further amended (the "Application-Declaration"), under the Public
Utility Holding Company Act of 1935, as amended (the "1935 Act"), filed by
West Texas Utilities Company (the "Company"), a Texas corporation and a
wholly-owned electric utility subsidiary of Central and South West
Corporation, a Delaware corporation and a registered holding company under
the 1935 Act. The Application-Declaration relates to the proposed issue
and sale of First Mortgage Bonds of the Company (the "New Bonds") in an
aggregate principal amount up to $130,000,000 in one or more series, the
proceeds of which will be used to (i) redeem all or a portion of the
Company's outstanding First Mortgage Bonds, Series O 9-1/4%, due December
1, 2019 (the "Series O Bonds") and/or (ii) to repay a portion of the
Company's short-term debt, to provide working capital and for other
general corporate purposes, all as more fully described in the
Application-Declaration. We have acted as special counsel for the Company
in connection with the filing of the Application-Declaration, and as such
counsel, we are familiar with the corporate proceedings taken and to be
taken by the Company in connection with the proposed issue and sale of the
New Bonds and the redemption of the Series O Bonds as described in the
Application-Declaration.
We have examined originals, or copies certified to our
satisfaction, of such corporate records of the Company, certificates of
public officials, certificates of officers and representatives of the
Company and other documents as we have deemed it necessary to require as a
basis for the opinions hereinafter expressed. In such examination we have
assumed the genuineness of all signatures and the authenticity of all
documents submitted to us as originals and the conformity with the
originals of all documents submitted to us as copies. As to various
questions of fact material to such opinions we have, when relevant facts
were not independently established, relied upon certificates by officers
of the Company and other appropriate persons and statements contained in
the Application-Declaration.
<PAGE> 2
Based upon the foregoing, and having regard to legal
considerations which we deem relevant, we are of the opinion that in the
event the proposed transactions are consummated in accordance with the
Application-Declaration, and subject to the assumptions and conditions set
forth below:
1. The Company is validly organized and duly existing under the
laws of the State of Texas.
2. All state laws applicable to the issue and sale of the New
Bonds as described in the Application-Declaration will have been
complied with.
3. The New Bonds will be valid and binding obligations of the
Company in accordance with their terms, subject as to the
enforceability of the indenture pursuant to which the New Bonds
are to be issued, to (i) bankruptcy, insolvency, reorganization,
moratorium or other similar laws of general applicability
affecting the enforcement of creditors' rights, and (ii) the
application of general principles of equity (regardless of
whether such enforceability is considered in a proceeding in
equity or at law), including without limitation (a) the possible
unavailability of specific performance, injunctive relief or any
other remedy and (b) concepts of materiality, reasonableness,
good faith and fair dealing.
4. The issue and sale of the New Bonds as described in the
Application-Declaration will not violate the legal rights of the
holders of any securities issued by the Company or any associate
company of the Company.
The opinions expressed above in respect of the transactions
described in the Application-Declaration are subject to the
following assumptions or conditions:
a. The transactions shall have been duly authorized and
approved to the extent required by state law by the Board of
Directors of the Company.
b. The Securities and Exchange Commission (the
"Commission") shall have duly entered an appropriate order or
orders granting and permitting the Application-Declaration to
become effective with respect to the transactions described
therein.
c. The New Bonds shall have been duly issued and sold in
accordance with the authorization of the Board of Directors of
the Company and such order or orders of the Commission.
d. The New Bonds shall have been duly issued and sold in
accordance with required approvals, authorizations, consents,
certificates and orders of any state commission or regulatory
authority with respect to the issue and sale of the New Bonds.
<PAGE> 3
e. The consummation of the transactions shall be conducted
under our supervision and all legal matters incident thereto
shall be satisfactory to us, including the receipt in
satisfactory form of opinions of other counsel qualified to
practice in jurisdictions pertaining to the transactions in
which we are not admitted to practice.
Prior to the consummation of any sale of the New Bonds, as
contemplated by the Application-Declaration, the Company's
Registration Statement filed with the Commission registering
such securities pursuant to the Securities Act of 1933, as
amended, must have been declared and remain effective. The New
Bonds must also be qualified or registered under the Blue Sky or
securities laws or regulations of any state or other
jurisdiction in which any of the New Bonds are offered for sale
or sold to the extent required by such laws or regulations.
We hereby consent to the use of this opinion as an exhibit to
the Application-Declaration.
Very truly yours,
/s/ MILBANK, TWEED, HADLEY & MCCLOY
Milbank, Tweed, Hadley & McCloy
RBW/GJF
<PAGE> 1
EXHIBIT 5(c)
------------
INDEX
TO
FINANCIAL STATEMENTS
Page
Number
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES
Consolidated Balance Sheets - Per Books and Pro Forma
as of December 31, 1994 2 - 3
Consolidated Statement of Income for the Twelve Months Ended
December 31, 1994 4
Consolidated Statement of Retained Earnings for the Twelve
Months Ended December 31, 1994 5
Statements of Long-Term Debt Outstanding as of December 31, 1994 6 - 9
Statements of Preferred Stock Outstanding as of December 31, 1994 10
CENTRAL AND SOUTH WEST CORPORATION (CORPORATE)
Balance Sheets - Per Books and Pro Forma as of December 31, 1994 11
Statement of Income for the Twelve Months Ended December 31, 1994 12
WEST TEXAS UTILITIES COMPANY
Balance Sheets - Per Books and Pro Forma as of December 31, 1994 13 - 14
Statement of Income for the Twelve Months Ended December 31, 1994 15
Statement of Retained Earnings for the Twelve Months Ended
December 31, 1994 16
PRO FORMA ADJUSTMENTS TO BALANCE SHEETS 17
STATEMENT OF CHANGES 18
CAPITALIZATION RATIOS - Per books and Pro forma 19
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 20
<PAGE> 2
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF DECEMBER 31, 1994
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
ASSETS
PLANT
Electric utility
Production $5,802 $5,802
Transmission 1,377 1,377
Distribution 2,539 2,539
General 764 764
Construction work in progress 412 412
Nuclear fuel 161 161
Gas 798 798
Other diversified 15 15
------ ------
11,868 11,868
Less - Accumulated depreciation 3,870 3,870
------ ------
7,998 7,998
------ ------
CURRENT ASSETS
Cash and temporary cash investments 27 75 102
Accounts receivable 761 761
Materials and supplies, at average cost 162 162
Fuel inventory, substantially at average cost 118 118
Gas inventory/products for resale 23 23
Unrecovered fuel cost 54 54
Prepayments and other 44 44
------ ------ ------
1,189 75 1,264
------ ------ ------
DEFERRED CHARGES AND OTHER ASSETS
Deferred plant costs 516 516
Mirror CWIP asset - net 322 322
Other non-utility investments 394 394
Income tax related regulatory assets, net 216 216
Other 274 274
------ ------
1,722 1,722
------ ------ ------
$10,909 $75 $10,984
====== ====== ======
<PAGE> 3
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF DECEMBER 31, 1994
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Common Stock Equity -
Common stock, $3.50 par value, authorized
350,000,000 shares; issued and outstanding
190,570,000 shares $667 $667
Paid-in capital 560 560
Retained earnings 1,824 1,824
------ ------
Total Common Stock Equity 3,051 3,051
Preferred stock
Not subject to mandatory redemption 292 292
Subject to mandatory redemption 35 35
Long-term debt 2,941 75 3,016
------ ------ ------
Total Capitalization 6,319 75 6,394
------ ------ ------
CURRENT LIABILITIES
Long-term debt/preferred stock
due within twelve months 7 7
Short-term debt 910 910
Short-term debt - CSW Credit 573 573
Accounts payable 286 286
Accrued taxes 111 111
Accrued interest 61 61
Accrued restructuring charges 4 4
Other 155 155
------ ------
2,107 2,107
------ ------
DEFERRED CREDITS
Income taxes 2,048 2,048
Investment tax credits 320 320
Mirror CWIP liability and other 115 115
------ ------
2,483 2,483
------ ------ ------
$10,909 $75 $10,984
====== ====== ======
<PAGE> 4
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994
UNAUDITED
(Millions)
OPERATING REVENUES $3,623
------
OPERATING EXPENSES AND TAXES
Fuel and purchased power 1,161
Gas purchased for resale 276
Gas extraction and marketing 98
Other operating 596
Restructuring charges (9)
Maintenance 176
Depreciation and amortization 356
Taxes, other than federal income 196
Federal income taxes 179
------
3,029
------
OPERATING INCOME 594
------
OTHER INCOME AND DEDUCTIONS
Mirror CWIP liability amortization 68
Other 43
------
111
INCOME BEFORE INTEREST CHARGES 705
------
INTEREST CHARGES
Interest on long-term debt 218
Interest on short-term debt and other 75
------
293
------
NET INCOME 412
Preferred stock dividends 18
------
NET INCOME FOR COMMON STOCK $394
======
<PAGE> 5
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994
UNAUDITED
(Millions)
RETAINED EARNINGS AT December 31, 1993 $1,753
Add: Net income for common stock 394
------
2,147
Deduct: Common stock dividends 323
------
RETAINED EARNINGS AT December 31, 1994 $1,824
======
<PAGE> 6
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING
AS OF DECEMBER 31, 1994
UNAUDITED
(Millions)
CENTRAL POWER AND LIGHT COMPANY
First mortgage bonds -
Series J, 6-5/8%, due January 1, 1998 $28
Series L, 7%, due February 1, 2001 36
Series T, 7-1/2%, due December 15, 2014 112
Series U, 9-3/4%, due July 1, 2015 32
Series Z, 9-3/8%, due December 1, 2019 139
Series AA, 7-1/2%, due March 1, 2020 50
Series BB, 6%, due October 1, 1997 200
Series CC, 7-1/4%, due October 1, 2004 100
Series DD, 7-1/8%, due December 1, 1999 25
Series EE, 7-1/2%, due December 1, 2002 115
Series FF, 6-7/8%, due February 1, 2003 50
Series GG, 7-1/8%, due February 1, 2008 75
Series HH, 6%, due April 1, 2000 100
Series II, 7-1/2%, due April 1, 2023 100
Series JJ, 7-1/2%, due May 1, 1999 100
Installment sales agreements -
Pollution control bonds
Series 1974 7-1/8%, due June 1, 2004 9
Series 1977 6%, due November 1, 2007 34
Series 1984 7-7/8%, due September 15, 2014 6
Series 1984 10-1/8%, due October 15, 2014 69
Series 1986 7-7/8%, due December 1, 2016 60
Series 1993 6%, due July 1, 2028 120
Note payable, 6.5% due 1995 1
Unamortized discount (11)
Unamortized costs of reacquired debt (82)
Amount to be redeemed within one year (1)
------
$1,467
------
<PAGE> 7
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF DECEMBER 31, 1994
UNAUDITED
(Millions)
PUBLIC SERVICE COMPANY OF OKLAHOMA
First mortgage bonds -
Series J, 5-1/4%, due March 1, 1996 $25
Series K, 7-1/4%, due January 1, 1999 25
Series L, 7-3/8%, due March 1, 2002 30
Series S, 7-1/4%, due July 1, 2003 65
Series T, 7-3/8%, due December 1, 2004 50
Series U, 6-1/4%, due April 1, 2003 35
Series V, 7-3/8%, due April 1, 2023 100
Series W, 6-1/2%, due June 1, 2005 50
Installment sales agreements -
Pollution control bonds
Series A, 5.9%, due December 1, 2007 35
Series 1984 7-7/8, due December 15, 2014 13
Unamortized discount (5)
Unamortized costs of reacquired debt (20)
------
$403
------
<PAGE> 8
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF DECEMBER 31, 1994
UNAUDITED
(Millions)
SOUTHWESTERN ELECTRIC POWER COMPANY
First mortgage bonds -
Series V, 7-3/4%, due June 1, 2004 $40
Series W, 6-1/8%, due December 1, 1999 40
Series X, 7%, due September 1, 2007 90
Series Y, 6-5/8%, due February 1, 2003 55
Series Z, 7-1/4%, due July 1, 2023 45
Series AA, 5-1/4%, due April 1, 2000 45
Series BB, 6-7/8%, due October 1, 2025 80
1976 Series A, 6.2%, due November 1, 2006 7
1976 Series B, 6.2%, due November 1, 2006 1
Installment sales agreements -
Pollution control bonds
1978 Series A, 6%, due January 1, 2008 14
Series 1986, 8.2%, due July 1, 2014 82
1991 Series A, 8.2%, due August 1, 2011 17
1991 Series B, 6.9%, due November 1, 2004 12
Series 1992, 7.6%, due January 1, 2019 54
Bank loan, variable rate, due June 15, 2000 50
Railcar lease obligations 18
Unamortized discount and premium (4)
Unamortized costs of reacquired debt (46)
Amount to be redeemed within one year (4)
------
$596
------
WEST TEXAS UTILITIES COMPANY
First mortgage bonds -
Series 0, 9-1/4%, due December 1, 2019 $55
Series P, 7-3/4%, due July 1, 2007 25
Series Q, 6-7/8%, due October 1, 2002 35
Series R, 7%, due October 1, 2004 40
Series S, 6-1/8%, due February 1, 2004 40
Installment sales agreement -
Pollution control bonds
Series 1984, 7-7/8%, due September 15, 2014 44
Unamortized discount and premium (1)
Unamortized costs of reacquired debt (27)
Amount to be redeemed within one year (1)
------
$210
------
<PAGE> 9
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF DECEMBER 31, 1994
UNAUDITED
(millions)
TRANSOK, INC.
Note payable, 8.960%, due April 17, 2017 $15
Note payable, 8.280%, due April 16, 2007 3
Note payable, 8.130%, due April 16, 2002 3
Note payable, 8.125%, due April 22, 2002 17
Note payable, 8.900%, due May 21, 2012 5
Note payable, 7.810%, due May 20, 1999 3
Note payable, 8.250%, due May 20, 2004 1
Note payable, 8.170%, due May 22, 2003 2
Note payable, 7.750%, due May 21, 1999 5
Note payable, 8.170%, due May 28, 2004 2
Note payable, 8.280%, due June 3, 2003 4
Note payable, 8.340%, due June 2, 2004 2
Note payable, 8.350%, due August 27, 2012 5
Note payable, 7.350%, due August 26, 2002 5
Note payable, 7.330%, due August 26, 2002 1
Note payable, 7.320%, due August 28, 2002 14
Note payable, 6.750%, due December 1, 1999 15
Note payable, 7.800%, due March 1, 2004 10
Note payable, 7.770%, due March 1, 2004 3
Note payable, 7.780%, due December 15, 2004 2
Note payable, 7.730%, due December 15, 2004 1
Note payable, 7.670%, due March 1, 2004 1
Note payable, 7.650%, due May 15, 2002 5
Note payable, 7.650%, due May 15, 2002 5
Note payable, 7.650%, due December 23, 2003 11
Note payable, 6.850%, due March 18, 2005 1
Note payable, 6.850%, due March 18, 2005 1
Note payable, 6.900%, due March 1, 2005 6
Note payable, 6.990%, due March 24, 2005 5
Note payable, 6.860%, due March 28, 2005 12
Note payable, 7.750%, due April 24, 2023 10
Note payable, 6.840%, due April 25, 2005 3
Note payable, 7.750%, due April 26, 2023 5
Note payable, 6.810%, due April 26, 2003 7
Note payable, 6.600%, due April 29, 2003 2
Note payable, 6.710%, due April 30, 2004 1
Note payable, 6.930%, due May 5, 2005 1
Note payable, 7.070%, due May 5, 2008 1
Note payable, 7.000%, due January 12, 2004 5
------
$200
<PAGE> 10
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF DECEMBER 31, 1994
UNAUDITED
(millions) (CONTINUED)
CENTRAL AND SOUTH WEST SERVICES, INC. ------
Note payable, 9%, due February 1, 2008 $5
Term loan facility, Variable rate, due
December 1, 2001 60
------
$65
------
TOTAL CONSOLIDATED $2,941
======
<PAGE> 11
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF PREFERRED STOCK OUTSTANDING
AS OF DECEMBER 31, 1994
UNAUDITED
(Millions)
NOT SUBJECT TO MANDATORY REDEMPTION
CENTRAL POWER AND LIGHT COMPANY
4.00% Series, 100,000 shares $10
4.20% Series, 75,000 shares 8
7.12% Series, 260,000 shares 26
8.72% Series, 500,000 shares 50
Auction Money Market, 750,000 shares 75
Auction Series A, 425,000 shares 42
Auction Series B, 425,000 shares 42
Issuance expense (3)
------
$250
------
PUBLIC SERVICE COMPANY OF OKLAHOMA
4.00% Series, 97,900 shares $10
4.24% Series, 100,000 shares 10
------
$20
------
SOUTHWESTERN ELECTRIC POWER COMPANY
5.00% Series, 75,000 shares $8
4.65% Series, 25,000 shares 2
4.28% Series, 60,000 shares 6
------
$16
------
WEST TEXAS UTILITIES COMPANY
4.40% Series, 60,000 shares 6
------
Total Consolidated $292
======
SUBJECT TO MANDATORY REDEMPTION
SOUTHWESTERN ELECTRIC POWER COMPANY
6.95% Series, 364,000 shares $36
Amount to be redeemed within one year (1)
------
Total Consolidated $35
======
<PAGE> 12
CENTRAL AND SOUTH WEST CORPORATION
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF DECEMBER 31, 1994
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
INVESTMENTS IN COMMON STOCK
OF SUBSIDIARY
COMPANIES (at equity) $3,248 $3,248
------ ------
CURRENT ASSETS
Cash and temporary cash investments 2 46 48
Advances to affiliates 436 (46) 390
Prepayments and other 270 270
------ ------ ------
708 0 708
------ ------ ------
DEFERRED CHARGES AND OTHER ASSETS 58 58
------ ------ ------
$4,014 $0 $4,014
====== ====== ======
COMMON STOCK EQUITY
Common stock, $3.50 par value,
authorized 350,000,000 shares;
issued and outstanding
190,570,000 shares $667 $667
Paid-in capital 560 560
Retained earnings 1,824 1,824
------ ------
3,051 3,051
------ ------
CURRENT LIABILITIES
Short-term debt 910 910
Accounts payable and other 38 38
------ ------
948 948
------ ------
DEFERRED CREDITS 15 15
------ ------ ------
$4,014 $0 $4,014
====== ====== ======
<PAGE> 13
CENTRAL AND SOUTH WEST CORPORATION
STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994
UNAUDITED
(Millions)
INCOME
Equity in earnings of subsidiaries
Central Power and Light Company $192
Public Service Company of Oklahoma 67
Southwestern Electric Power Company 102
West Texas Utilities Company 37
Transok, Inc. 25
CSW Credit, Inc. 7
CSW Energy, Inc. 2
CSW Leasing, Inc. 1
CSW International, Inc. (1)
Central and South West Services, Inc. 0
Other Income 29
------
$461
------
EXPENSES AND TAXES
General and administrative expenses 28
Interest expense 33
Federal income taxes 3
Other 3
------
67
------
NET INCOME $394
======
<PAGE> 14
WEST TEXAS UTILITIES COMPANY
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF DECEMBER 31, 1994
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
ASSETS
ELECTRIC UTILITY PLANT
Production $428 $428
Transmission 194 194
Distribution 309 309
General 74 74
Construction work in progress 23 23
------ ------
1,028 1,028
Less - Accumulated depreciation 364 364
------ ------
664 664
------ ------
CURRENT ASSETS
Cash and temporary cash investments 2 29 31
Accounts receivable 23 23
Materials and supplies, at average costs 17 17
Fuel inventory, at average cost 9 9
Coal inventory, at LIFO cost 7 7
Accumulated deferred income taxes 3 3
Prepayments and other 1 1
------ ------ ------
62 29 91
------ ------ ------
DEFERRED CHARGES AND OTHER ASSETS
Deferred Oklaunion costs 27 27
Other 26 26
------ ------
53 53
------ ------ ------
$779 $29 $808
====== ====== ======
<PAGE> 15
WEST TEXAS UTILITIES COMPANY
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF DECEMBER 31, 1994
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Common stock, $25 par value; authorized
7,800,000 shares; issued and outstanding
5,488,560 shares $137 $137
Paid-in capital 2 2
Retained earnings 133 133
------ ------
Total common stock equity 272 272
Preferred stock
Not subject to mandatory redemption 6 6
Long-term debt 210 75 285
------ ------ ------
Total capitalization 488 75 563
------ ------ ------
CURRENT LIABILITIES
Long-term debt /
preferred stock due within twelve months 1 1
Advances from affiliates 46 (46) 0
Accounts payable 35 35
Accrued taxes 8 8
Accrued interest 4 4
Accrued restructuring charges 1 1
Other 4 4
------ ------ ------
99 (46) 53
------ ------ ------
DEFERRED CREDITS
Income taxes 146 146
Investment tax related regulatory
liabilities, net 9 9
Investment tax credits 32 32
Other 5 5
------ ------
192 192
------ ------ ------
$779 $29 $808
====== ====== ======
<PAGE> 16
WEST TEXAS UTILITIES COMPANY
STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994
UNAUDITED
(Millions)
ELECTRIC OPERATING REVENUE $343
------
OPERATING EXPENSES AND TAXES
Fuel 131
Purchased power 5
Other Operating 66
Restructuring charges (2)
Maintenance 15
Depreciation and amortization 32
Taxes, other than federal income 23
Federal income taxes 18
------
288
------
OPERATING INCOME 55
------
OTHER INCOME AND DEDUCTIONS 4
------
INCOME BEFORE INTEREST CHARGES 59
------
INTEREST CHARGES
Interest on long-term debt 19
Interest on short-term debt and other 3
------
22
------
NET INCOME 37
PREFERRED STOCK DIVIDENDS 0
------
NET INCOME FOR COMMON STOCK $37
======
<PAGE> 17
WEST TEXAS UTILITIES COMPANY
STATEMENT OF RETAINED EARNINGS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994
UNAUDITED
(Millions)
RETAINED EARNINGS AT December 31, 1993 $127
Add: Net income (loss) for common stock 37
------
164
Deduct: Common stock dividends 31
------
RETAINED EARNINGS AT December 31, 1994 $133
======
<PAGE> 18
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
PRO FORMA ADJUSTMENTS TO BALANCE SHEETS
DECEMBER 31, 1994
UNAUDITED
(Millions)
DR CR
Central and South West Corporation and
Subsidiary Companies
Cash 130
Long Term Debt 130
To record new bond issue
Long Term Debt 55
Cash 55
To record redemption of Series O bonds
Central and South West Corporation
Cash 46
Advances to affiliates 46
To record repayment of WTU advances
West Texas Utilities Company
Cash 130
Long Term Debt 130
To record new bond issue
Long Term Debt 55
Cash 55
To record redemption of Series O bonds
Advances from affiliates 46
Cash 46
To record repayment of affiliates
Note - Discounts or premiums are ignored for purposes of these entries.
<PAGE> 19
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
There have been no significant changes in the financial statements of
Central and South West Corporation and subsidiary companies subsequent to
December 31, 1994, other than in the ordinary course of business.
<PAGE> 20
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CAPITALIZATION RATIOS
PER BOOKS AND PRO FORMA
AS OF DECEMBER 31, 1994
Common Stock Preferred Long-term
Equity Stock Debt(*)
------------ --------- ---------
Central and South West
Corporation and
Subsidiary Companies
(Consolidated) Per books 48.2% 5.2% 46.6%
Central and South West
Corporation and
Subsidiary Companies
(Consolidated) Pro forma 47.7% 5.1% 47.2%
Central and South West
Corporation Per books 100.0% 0.0% 0.0%
Central and South West
Corporation Pro forma 100.0% 0.0% 0.0%
West Texas Utilities
Company Per books 55.7% 1.3% 43.0%
West Texas Utilities
Company Pro forma 48.3% 1.1% 50.6%
(*) Includes Transok's Medium-Term Notes Payable
<PAGE> 21
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
The notes to consolidated financial statements included in Central and
South West Corporation's 1994 Annual Report on Form 10-K are hereby
incorporated by reference and made a part of this report.
<PAGE> 1
EXHIBIT 6
---------
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- )
Filings Under the Public Utility Holding Company Act of 1935 ("Act")
_____________________, 1995
Notice is hereby given that the following filings(s) has/have been
made with the Commission pursuant to provisions of the Act and rules
promulgated thereunder. 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 amendment(s) thereto 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
________________, 1995, 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 addresses specified below. Proof of service (by
affidavit, or, in the case of an attorney at law, by certificate) should be
filed with the request. Any request for hearing shall 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 said date, the application(s) and/or
declaration(s), as filed or as amended, may be granted and/or permitted to
become effective.
<PAGE> 2
West Texas Utilities Company (File No. 70-8057)
West Texas Utilities Company (the "Company"), 301 Cypress Street,
Abilene, Texas 79601-5820, a wholly-owned electric utility subsidiary of
Central and South West Corporation, a registered holding company, has filed a
post-effective amendment to its application-declaration with the Commission
pursuant to Sections 6(a) and 7 of the Act and Rule 23 thereunder.
By order of the Commission dated October 7, 1992 (HCAR No. 35-25649;
70-8057) (the "Order"), the Company was authorized, among other things, to
issue and sell up to an aggregate principal amount of $150 million of First
Mortgage Bonds ("New Bonds"), in one or more series, from time to time through
December 31, 1994. The Company was authorized to use the proceeds from the
sale of New Bonds (i) to redeem all or a portion of its then outstanding $75
million, 8-7/8% First Mortgage Bonds, Series N, due May 1, 2016 ("Series N
Bonds"), (ii) to purchase, through a tender offer, all or a portion of its
then outstanding $65 million, 9-1/4% First Mortgage Bonds, Series O, due
December 1, 2019 ("Series O Bonds" and together with the Series N Bonds,
the "Old Bonds") and (iii) to repay outstanding short-term borrowings or for
other general corporate purposes.
In October 1992, the Company issued $75 million of New Bonds pursuant
to the Order. The net proceeds from the sale of the New Bonds were used to
redeem the Series N Bonds.
In March 1994, the Company issued $40 million of New Bonds pursuant
to the Order. The net proceeds were used to repay a portion of the Company's
short-term debt and to reimburse the Company's treasury for reacquiring
approximately $10 million of its Series O Bonds.
<PAGE> 3
To date, the Company has issued $115 million aggregate principal
amount of New Bonds pursuant to the original order. The Company has authority
remaining under the Original Order to issue and sell up to an additional $35
million of New Bonds.
The Company has requested authority to issue and sell, through
December 31, 1997, up to an additional $95 million of First Mortgage Bonds
which, together with the remaining $35 million authorized to be issued and
sold pursuant to the Original Order, would authorize the Company to issue and
sell up to an additional aggregate principal amount of $130 million of First
Mortgage Bonds (collectively, the "Bonds"). The Company proposes that all
previously granted authorities relating to the New Bonds also be granted in
connection with the issuance of the Bonds. In addition, the Company requests
authority to issue the Bonds with maturities not less than two nor more than
40 years.
The proceeds from the sale of the Bonds will be used to (i) redeem
all or a portion of the Company's outstanding $55.203 million Series O Bonds
and/or (ii) to repay a portion of the Company's short-term debt, to provide
working capital and for other general corporate purposes.
The Company will not issue the Bonds to redeem all or a portion of
its Series O Bonds unless the estimated present value savings (derived from
the net difference between interest payments on any Bonds to be issued for
redemption purposes and the Series O Bonds) is, on an after-tax basis, greater
than the present value of all redemption costs and premiums, if any, and
issuance costs, assuming an appropriate discount rate.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Jonathan G. Katz
Secretary
