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File No. 70-8157
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 11 (POST-EFFECTIVE) TO
FORM U-1 APPLICATION-DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
___________________________________
CENTRAL AND SOUTH WEST CORPORATION SOUTHWESTERN ELECTRIC POWER COMPANY
1616 Woodall Rodgers Freeway 428 Travis Street
Dallas, Texas 75202 Shreveport, Louisiana 71156-0001
CENTRAL POWER AND LIGHT COMPANY WEST TEXAS UTILITIES COMPANY
539 North Carancahua Street 301 Cypress Street
Corpus Christi, Texas 78401-2802 Abilene, Texas 79601-5820
PUBLIC SERVICE COMPANY OF OKLAHOMA TRANSOK, INC.
212 East Sixth Street 2 West Sixth Street
Tulsa, Oklahoma 74119-1212 Tulsa, Oklahoma 74119
CENTRAL AND SOUTH WEST SERVICES, INC.
1616 Woodall Rodgers Freeway
Dallas, Texas 75202
(Names of companies filing this statement and addresses
of principal executive offices)
__________________________________
CENTRAL AND SOUTH WEST CORPORATION
(Name of top registered holding company parent)
_________________________________
Stephen J. McDonnell, Treasurer
Central and South West Corporation
1616 Woodall Rodgers Freeway
Dallas, Texas 75202
M. Douglas Dunn, Esq.
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
(Names and addresses of agents for service)
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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"), and its subsidiary companies Central Power
and Light Company ("CPL"), Public Service Company of Oklahoma ("PSO"),
Southwestern Electric Power Company ("SWEPCO"), West Texas Utilities Company
("WTU"), Transok, Inc. ("Transok") and Central and South West Services, Inc.
("CSWS" and together with CPL, PSO, SWEPCO, WTU and Transok, the
"Subsidiaries"), hereby file this Post-Effective Amendment No. 11 to the
Form U-1 Application-Declaration in this File No. 70-8157 (the "Application-
Declaration") for the purposes of amending Items 1 and 6 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 Transaction.
Item 1 is hereby amended to include the following additional
information:
Applicants hereby request that the Securities and Exchange Commission
(the "SEC") reserve jurisdiction over (i) CSWS's requested $60,000,000
increase in its borrowing limit from $90,000,000 to $150,000,000 and (ii) $20
million of CSW's requested $150,000,000 increase in its borrowing authority,
in each case pending the submission of additional information to the SEC.
Item 6. Exhibits and Financial Statements.
Item 6 is hereby amended to file the following exhibit:
Amended
Exhibit 5 - Preliminary opinion of Milbank, Tweed, Hadley & McCloy,
counsel to the Applicants.
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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 companies have duly caused this
document to be signed on their behalf by the undersigned thereunto duly
authorized.
Dated: March 18, 1994
CENTRAL AND SOUTH WEST CORPORATION CENTRAL POWER AND LIGHT COMPANY
By /s/ STEPHEN J. MCDONNELL By /s/ DAVID P. SARTIN
Stephen J. McDonnell David P. Sartin
Treasurer Controller
PUBLIC SERVICE COMPANY OF OKLAHOMA SOUTHWESTERN ELECTRIC POWER COMPANY
By /s/ DAVID M. THOMISON By /s/ A. G. HAMMETT, III
David M. Thomison A. G. Hammett, III
Treasurer Treasurer
WEST TEXAS UTILITIES COMPANY TRANSOK, INC.
By /s/ D. JOE LAMBRIGHT By /s/ O. T. STEWART
D. Joe Lambright O. T. Stewart
Treasurer Treasurer
and Controller
CENTRAL AND SOUTH WEST SERVICES, INC.
By /s/ STEPHEN J. MCDONNELL
Stephen J. McDonnell
Treasurer
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EXHIBIT INDEX
Exhibit Transmission
Number Exhibit Method
- ------- ------- ------------
5 Preliminary opinion of Milbank, Tweed, Electronic
Hadley & McCloy, counsel to the
Applicants.
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EXHIBIT 5
---------
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, NY 10005
March 18, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Form U-1 Application-Declaration
File No. 70-8157
Dear Sirs:
We refer to the Form U-1 Application Declaration (File No. 70-8157)
under the Public Utility Holding Company Act of 1935, as amended (the
"Application-Declaration"), including Amendment No. 11 thereto filed by
Central and South West Corporation ("CSW"), a Delaware corporation and a
registered public utility holding company, Central Power and Light Company,
("CPL"), Public Service Company of Oklahoma ("PSO"), Southwestern Electric
Power Company ("SWEPCO"), West Texas Utilities Company ("WTU"), Transok, Inc.
("Transok") and Central and South West Services, Inc. ("CSWS"). CPL, PSO,
SWEPCO, WTU, CSWS and Transok are sometimes hereinafter referred to as the
"Subsidiaries". The Application-Declaration relates to certain proposed
increases in the previously authorized short-term borrowing program and CSW
System Money Pool (the "Money Pool"). Proposed transactions under the Money
Pool include (i) issuance and sale of commercial paper by CSW to dealers,
(ii) issuance and sale of commercial paper by CSW directly to financial
institutions, (iii) issuance of notes by CSW or the Subsidiaries to banks in
connection with bank borrowings, (iv) loans by CSW and the Subsidiaries to
Subsidiaries borrowing through the Money Pool and (v) related borrowings by
one or more of the Subsidiaries from time to time through the Money Pool from
one or more of the Subsidiaries or CSW pursuant to open account advances or
the issuance upon demand of promissory notes by the respective Subsidiaries to
evidence such borrowings, all as described in the Application-Declaration and
the exhibits thereto (collectively, the "Transactions"). We have acted as
special counsel for CSW and Subsidiaries in connection with the Transactions
and, as such counsel, we are familiar with the corporate proceedings taken and
to be taken by CSW and the Subsidiaries in connection with the transactions as
described in the Application-Declaration.
We have examined originals, or copies certified to our satisfaction,
of such corporate records of CSW and the Subsidiaries, certificates of public
officials, certificates of officers and representatives of CSW and the
Subsidiaries 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
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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 CSW and the Subsidiaries
and other appropriate persons and statements contained in the Application-
Declaration.
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-
Declaration, as it may be amended, and subject to the assumptions and
conditions set forth below:
1. CPL, WTU and CSWS are validly organized and duly existing under
the laws of the State of Texas, CSW and SWEPCO are validly organized
and duly existing under the laws of the State of Delaware and
Transok and PSO are validly organized and duly existing under the
laws of the State of Oklahoma.
2. All state laws applicable to the proposed Transactions will have
been complied with.
3. CSW and the Subsidiaries, as lenders, will legally acquire any
promissory notes of the Subsidiaries issued in connection with
borrowings through the Money Pool.
4. The commercial paper and other notes proposed to be issued by
CSW and the notes proposed to be issued by the Subsidiaries to CSW
and to other Subsidiaries will be valid and binding obligations of
CSW or the Subsidiaries, as the case may be, in accordance with
their terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors' rights generally and the
application of general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at
law).
5. The consummation of the proposed Transactions will not violate
the legal rights of the holders of any securities issued by CSW or
the Subsidiaries or any associate company thereof.
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 CSW and each of the Subsidiaries.
b. The Securities and Exchange 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.
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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
to the consummation of the Transactions and all such required
approvals, authorizations, consents, certificates and orders shall
have been obtained and remain in effect.
d. The commercial paper and other notes proposed to be issued
by CSW and the Notes proposed to be issued by the Subsidiaries to
CSW and to the other Subsidiaries shall be substantially in the
forms attached as exhibits to the Application-Declaration and shall
be properly completed and executed and, where required,
countersigned.
e. The rate of interest on the commercial paper and notes that
are the subject of the Application-Declaration shall not exceed the
interest rate permitted by applicable state and federal law.
f. Borrowing through the Money Pool will not exceed those
levels permitted from time to time by the borrowing Subsidiary's
Articles or Certificate of Incorporation.
g. 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
Application-Declaration.
Very truly yours,
/s/ MILBANK, TWEED, HADLEY & MCCLOY
Milbank, Tweed, Hadley & McCloy
RBW/GJF
