File No. 70-8057
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 9 (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
(Name of company filing this statement and address
of principal executive office)
---------------------------------
CENTRAL AND SOUTH WEST CORPORATION
(Name of top registered holding company parent)
---------------------------------
Wendy G. Hargus
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>
West Texas Utilities Company (the "Company"), a Texas
corporation and a wholly-owned electric public utility subsidiary of Central and
South West Corporation, a Delaware corporation and a registered holding company
under the Public Utility Holding Company Act of 1935, as amended, hereby files
this Amendment No. 9 (this "Amendment") to the Form U-1 Application-Declaration
in File No. 70-8057 (the "Application") for the purpose of amending Items 1, 3,
5 and 6 of the Application to request an extension of the term of the authority
previously granted by the Commission through December 31, 2002. In all other
respects, the Application as previously filed and amended will remain the same.
Item 1. Description of Proposed Transaction.
By order of the Commission dated October 7, 1992 (HCAR No.
25649) (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 ("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 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 (iii) to repay outstanding short-term borrowings or for other general
corporate purposes.
In October 1992, the Company issued $75 million of Bonds
pursuant to the Order. The net proceeds from the sale of the Bonds were used to
redeem the Series N Bonds.
By order dated December 19, 1994 (HCAR No. 26194) (the "First
Supplemental Order"), the Commission extended from December 31, 1994 to December
31, 1996, the authorization to issue and sell the remaining $75 million of
Bonds.
In March 1995, the Company issued $40 million of Bonds pursuant to the
Order and the First Supplemental 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.
By order dated July 26, 1995 (HCAR No. 26340) (the "Second Supplemental
Order"), the Commission granted the Company 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 Order and the First Supplemental 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 "New Bonds"), which may have
maturities not less than two nor more than 40 years. As stated in the Second
Supplemental Order, the proceeds from the sale of the New 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.
In sum, the Company has authority to issue $130 million of New
Bonds, which authority expires December 31, 1997. The Company requests that the
Commission extend the its authority to issue the New Bonds, pursuant to the
terms and conditions set forth in the Order, the First Supplemental Order and
the Second Supplemental Order, through December 31, 2002. Item 3. Applicable
Statutory Provisions
Sections 6(a) and 7 of the Act and Rules 23 and 54 thereunder
are or may be applicable to the transactions proposed herein. To the extent that
any other sections of the Act may be applicable to the proposed transactions,
the Company hereby requests appropriate authority thereunder. As this Amendment
merely requests the extension of the term of authority previously granted to the
Company by the Commission, the Commission already has determined that the
proposed transactions are appropriate under the Act.
Rule 54
No proceeds from the proposed transactions will be used by CSW
or any subsidiary thereof for the direct or indirect acquisition of an interest
in an exempt wholesale generator, as defined in Section 32 of the Act, or a
foreign utility company, as defined in Section 33 of the Act. Rule 54
promulgated under the Act states that in determining whether to approve the
issue or sale of a security by a registered holding company for purposes other
than the acquisition of an EWG or a FUCO, or other transactions by such
registered holding company or its subsidiaries other than with respect to EWGs
or FUCOs, the Commission shall not consider the effect of the capitalization or
earnings of any subsidiary which is an EWG or a FUCO upon the registered holding
company system if Rules 53(a), (b) and (c) are satisfied. As set forth below,
all applicable conditions set forth in Rule 53(a) are, and, assuming the
consummation of the transactions proposed herein, will be, satisfied and none of
the conditions set forth in Rule 53(b) exist or will exist as a result of the
transactions proposed herein, thereby satisfying such provision and making Rule
53(c) inapplicable.
CSW's "aggregate investment" (as defined under Rule 53(a) of
the Act) in EWGs and FUCOs as of September 11, 1997 was approximately $923
million, or about 47% of $1,970 million, CSW's average consolidated retained
earnings for the four quarterly periods ended June 30, 1997. CSW thus satisfies
Rule 53(a)(1). CSW will maintain and make available the books and records
required by Rule 53(a)(2). No more than 2% of the employees of CSW's operating
subsidiaries will, at any one time, directly or indirectly, render services to
an EWG or FUCO in which CSW directly or indirectly owns an interest, satisfying
Rule 53(a)(3). And lastly, CSW will submit a copy of Item 9 and Exhibits G and H
of CSW's Form U5S to each of the public service commissions having jurisdiction
over the retail rates of CSW's operating utility subsidiaries, satisfying Rule
53(a)(4). Item 5. Procedure.
The Company respectfully requests that the Commission issue no
later than September 19, 1997 the requisite notice under Rule 23 with respect to
the filing of this Amendment, such notice to specify a date not later than
October 13, 1997, as the date after which an order granting and permitting this
Amendment to become effective may be entered by the Commission and the
Commission enter not later than October 14, 1997, an appropriate order granting
and permitting this Amendment to become effective.
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 of 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.
Item 6. Exhibits and Financial Statements.
Revised Exhibit 3 - Preliminary Opinion of Milbank, Tweed, Hadley & McCloy,
counsel to the Company.
Revised Exhibit 5 - Financial Statements per books and pro forma as of June
30, 1997 of the Company.
Revised Exhibit 6 - Proposed Notice of Proceeding.
<PAGE>
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: September 16, 1997
WEST TEXAS UTILITIES COMPANY
By:/s/ WENDY G. HARGUS
Wendy G. Hargus
Treasurer
<PAGE>
INDEX OF EXHIBITS
EXHIBIT TRANSMISSION
NUMBER REVISED EXHIBITS METHOD
- ------- ---------------- ------------
3 Preliminary Opinion of Milbank, Tweed, Electronic
Hadley & McCloy, counsel to the Company.
5 Proposed Notice of Proceeding. Electronic
6 Financial Statements per books and pro ------
forma as of June 30, 1997 of the Company.
(to be filed by amendment)
EXHIBIT 3
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
September 16, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: West Texas Utilities Company
Post-Effective Amendment No. 9 to the
Form U-1 Application-Declaration in
File No. 70-8057
Dear Sirs:
We refer to post-effective amendment no. 9 (the "Amendment")
to the Form U-1 Application-Declaration in File No. 70-8057 (the "Application")
under the Public Utility Holding Company Act of 1935, as amended (the "1935
Act"), filed by West Texas Utilities Company ("WTU"), a Texas corporation and an
electric public utility subsidiary of Central and South West Corporation, a
Delaware corporation and a registered holding company, to extend its existing
authority to issue first mortgage bonds from time to time through December 31,
2002 (the "Transactions"), as more fully described in the Application and the
Amendment. We have acted as counsel for WTU in connection with the filing of the
Amendment.
We have examined originals, or copies certified to our
satisfaction, of such corporate records of WTU, certificates of public
officials, certificates of officers and representatives of WTU 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 WTU and other appropriate persons and statements contained in the
Amendment.
Based upon the foregoing, and having regard to legal
considerations which we deem relevant, we are of the opinion that, in the event
that the proposed Transactions are consummated in accordance with the
Application, as it may be amended, and subject to the assumptions and conditions
set forth below:
1. All state laws applicable to the proposed Transactions as
described in the Application and the Amendment will have been complied
with.
2. The consummation of the proposed Transactions as described
in the Application and the Amendment will not violate the legal rights
of the lawful holders of any securities issued by WTU or any associate
company of WTU.
The opinions expressed above in respect of the proposed
Transactions as described in the Application and the Amendment 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 Companies.
b. The Securities and Exchange Commission shall have
duly entered an appropriate order or orders granting
and permitting the Amendment to become effective with
respect to the Transactions described therein.
c. The Transactions shall have been accomplished in
accordance with required approvals, authorizations,
consents, certificates and orders of any state
commission or regulatory authority with respect
thereto and all such required approvals,
authorizations, consents, certificates and orders
shall have been obtained and remain in effect at the
closing thereof.
d. No act or event other than as described herein shall
have occurred subsequent to the date hereof which
would change the opinions expressed above.
We hereby consent to the use of this opinion as an exhibit to
the Amendment.
Very truly yours,
MILBANK, TWEED, HADLEY & McCLOY
EXHIBIT 5
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35 - _______________)
Filings Under the Public Utility Holding Company Act of 1935 ("Act")
________________, 1997
Notice is hereby given that the following filing(s) has/have
been made with the Commission pursuant to the 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
__________, 1997 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 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.
West Texas Utilities Company (70-8057)
West Texas Utilities Company ("WTU"), an electric utility
subsidiary of Central and South West Corporation, a registered holding company,
has filed an post-effective amendment to the Form U-1 Application-Declaration in
this file under Sections 6(a) and 7 of the Act and Rules 23 and 54 thereunder,
in which amendment WTU seeks to extend the term of the authority previously
granted by the Commission through December 31, 2002.
By order of the Commission dated October 7, 1992 (HCAR No.
25649) (the "Order"), WTU was authorized, among other things, to issue and sell
up to an aggregate principal amount of $150 million of First Mortgage Bonds
("Bonds"), in one or more series, from time to time through December 31, 1994.
WTU was authorized to use the proceeds from the sale of 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 (iii) to
repay outstanding short-term borrowings or for other general corporate purposes.
In October 1992, WTU issued $75 million of Bonds pursuant to
the Order. The net proceeds from the sale of the Bonds were used to redeem the
Series N Bonds.
By order dated December 19, 1994 (HCAR No. 26194) (the "First
Supplemental Order"), the Commission extended from December 31, 1994 to December
31, 1996, the authorization to issue and sell the remaining $75 million of
Bonds.
In March 1995, WTU issued $40 million of Bonds pursuant to the Order
and the First Supplemental Order. The net proceeds were used to repay a portion
of WTU's short-term debt and to reimburse WTU's treasury for reacquiring
approximately $10 million of its Series O Bonds.
By order dated July 26, 1995 (HCAR No. 26340) (the "Second Supplemental
Order"), the Commission granted WTU 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 Order and the First Supplemental Order, would authorize WTU to
issue and sell up to an additional aggregate principal amount of $130 million of
First Mortgage Bonds (collectively, the "New Bonds"), which may have maturities
not less than two nor more than 40 years. As stated in the Second Supplemental
Order, the proceeds from the sale of the New Bonds will be used to (i) redeem
all or a portion of WTU's outstanding $55.203 million, Series O Bonds and/or
(ii) to repay a portion of WTU's short-term debt, to provide working capital and
for other general corporate purposes.
In sum, WTU has authority to issue $130 million of New Bonds,
which authority expires December 31, 1997. WTU requests that the Commission
extend its authority to issue the New Bonds, pursuant to the terms and
conditions set forth in the Order, the First Supplemental Order and the Second
Supplemental Order, through December 31, 2002.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Jonathan G. Katz
Secretary
