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File No. 70-8157
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 8 (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. 8 to the Form
U-1 Application-Declaration in this File No. 70-8157 (the "Application-
Declaration") for the purposes of amending Items 1, 2, 4, 5 and 6 to include
the following additional information. In all other respects, the Application-
Declaration as previously filed and amended will remain the same.
Item 1. Description of Proposed Transaction.
CSW requests that its borrowing limit of $800,000,000 as authorized
by the Securities and Exchange Commission (the "Commission") in this file
(HCAR No. 35-25777; March 31, 1993) be increased by $150,000,000 to a total
aggregate authorized borrowing limit of $950,000,000.
CSW proposes to increase its borrowing limit, which is also the
limitation on the aggregate principal amount of outstanding borrowings by CSW
and its Subsidiaries (the "Aggregate Limitation"), due to (1) the increase
from $120 million to $200 million in Transok's borrowing limit (HCAR No.
35-25897; September 28, 1993), in connection with which no corresponding
increase was made in the Aggregate Limitation, (2) the requested increase in
CSWS' and CPL's borrowing limits from $90 million to $150 million and $250
million to $300 million, respectively, which are discussed below, and (3)
CSW's increased investment in CSW Energy, Inc. as authorized by the Commission
by orders dated September 28, 1990, November 22, 1991 and December 31, 1992
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(HCAR Nos. 25162, 25414 and 25728; 70-7758), and August 6, 1993 (HCAR No.
25866; 70-8205), and orders relating to specific projects authorized
thereunder.
CSWS requests that its borrowing limit of $90,000,000 as authorized
by the Commission in this file be increased by $60,000,000 to a total
aggregate authorized borrowing limit of $150,000,000. CSWS proposes to
increase its authorization principally to finance anticipated expenditures for
building construction and improvements, acquisition of computer hardware and
reorganization and relocation costs.
CPL requests that its borrowing limit of $250,000,000 as authorized
by the Commission in this file be increased by $50,000,000 to a total
aggregate authorized borrowing limit of $300,000,000. CPL proposes to
increase its authorization to (1) meet additional cash requirements resulting
from the outage at the South Texas Project nuclear generating station and
(2) to provide interim financing for additional construction.
Amended Exhibit 9 contains summary projections of sources and
applications of funds for CSWS and CPL for the period from January 1, 1994
through March 31, 1995. These projections indicate the anticipated quarter-
end borrowing levels and surplus funds available to the Money Pool over the
period. The differences between the authorized borrowing levels requested and
the projected quarter-end borrowing levels are due to the inclusion of a
safety margin required because of the inherent nature of projections and such
factors as possible timing differences in the sale of long-term securities
which will be used to refund short-term debt, fluctuations in fuel expenses,
daily fluctuations of short-term cash requirements and resulting borrowing
levels, changes in weather which affects income, escalation and timing of
construction expenditures and other similar unpredictable events.
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Item 2. Fees, Commissions and Expenses.
An estimate of the fees and expenses to be paid in connection with
the proposed transaction additional to the fees and expenses as previously set
forth in the Application-Declaration is set forth below:
Counsel fees:
Milbank, Tweed, Hadley & McCloy
New York, New York ............................ $2,500
Central and South West Services, Inc. ........ 2,500
Miscellaneous and incidental
expenses including travel,
telephone, postage and copying ............... 500
------
TOTAL .......................................... $5,500
======
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.
The Applicants request that the Commission issue and publish no later
than January 21, 1993, the requisite notice under Rule 23 with respect to the
filing of this Amendment No. 8 to this Application-Declaration, such notice to
specify a date not later than February 14, 1994, as the date after which an
order granting and permitting this amended Application-Declaration to become
effective may be entered by the Commission and that the Commission enter not
later than February 15, 1994, an appropriate order granting and permitting
this amended Application-Declaration to become effective.
The Applicants respectfully request that appropriate and timely
action be taken by the Commission in this matter.
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No recommended decision by a hearing officer or 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
thirty-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.
Item 6 is hereby amended to file the following exhibits:
Amended
Exhibit 6 - Financial Statements as of December 31, 1993, of CSW and
Subsidiaries (to be filed by amendment).
Amended
Exhibit 8 - Proposed Notice of Proceeding.
Amended
Exhibit 9 - Forecast of Sources and Application of Funds for CSWS
and CPL for the period January 1, 1994 through March 31,
1995.
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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: January 13, 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
- ------- ------- ------------
6 Financial Statements as of ---
December 31, 1993, of CSW and
Subsidiaries (to be filed by
amendment) (amended exhibit).
8 Proposed Notice of Proceeding Electronic
(amended exhibit).
9 Forecast of Sources and Application Electronic
of Funds for CSWS and CPL for the
period January 1, 1994 through
March 31, 1995 (amended exhibit).
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EXHIBIT 8
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SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- )
Filings Under the Public Utility Holding Company Act of 1935 ("Act")
_____________ ___, 1994
Notice is hereby given that the following filing(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 amendments 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
_____________, 1994 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 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.
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Central and South West Corporation, et al. (70-8157)
Central and South West Corporation ("CSW"), 1616 Woodall Rodgers
Freeway, P. O. Box 660164, Dallas, Texas 75202, a registered holding company,
and five of its subsidiaries, Central Power and Light Company, P.O. Box 2121,
Corpus Christi, Texas 78403, Public Service Company of Oklahoma, P.O. Box 201,
Tulsa, Oklahoma 74102, Southwestern Electric Power Company, P.O. Box 21106,
Shreveport, Louisiana 71156, West Texas Utilities Company, P.O. Box 841,
Abilene, Texas 79604, and Transok, Inc., P.O. Box 3008, Tulsa, Oklahoma 74101
and CSW's service company subsidiary, Central and South West Services, Inc.
("CSWS"), 1616 Woodall Rodgers Freeway, P. O. Box 660164, Dallas, Texas
75202, (collectively, "Subsidiaries") have filed a post-effective amendment to
their application-declaration under Sections 6(a), 7, 9(a), 10, 12(b) and
12(f) of the Act and Rules 43, 45 and 50(a)(5) thereunder.
By prior Commission order, CSW and its Subsidiaries were authorized
to continue through March 31, 1995, their short-term borrowing program (HCAR
No. 35-25777, March 31, 1993). The borrowing program is coordinated through
the use of the CSW system money pool ("Money Pool"), as the primary lender,
but allows for CSW and the Subsidiaries to borrow from banks under certain
circumstances. The program makes funds available to the Subsidiaries for
interim financing of their capital expenditure programs and their other
working capital needs, and to repay previous borrowings incurred for such
purposes. Funds for the Money Pool are made available from surplus funds from
the treasuries of CSW and its operating subsidiaries, from proceeds from the
sale of commercial paper notes by CSW and bank borrowings by CSW and the
Subsidiaries.
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CSW now proposes to increase its authorization, which is also the
limitation on the aggregate principal amount of outstanding borrowings by CSW
and its Subsidiaries (the "Aggregate Limitation") by $150,000,000 to a total
Aggregate Limitation of $950,000,000.
CSWS now requests that its borrowing limit of $90,000,000 as
authorized by the Commission in this file be increased by $60,000,000 to a
total aggregate authorized borrowing limit of $150,000,000. CSWS proposes to
increase its authorization principally to finance anticipated expenditures for
building construction and improvements, acquisition of computer hardware and
reorganization and relocation costs.
CPL now requests that its borrowing limit of $250,000,000 as
authorized by the Commission in this file be increased by $50,000,000 to a
total aggregate authorized borrowing limit of $300,000,000. CPL proposes to
increase its authorization to (1) meet additional cash requirements resulting
from the outage at the South Texas Project nuclear generating station and
(2) to provide interim financing for additional construction.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Jonathan G. Katz
Secretary
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EXHIBIT 9
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CENTRAL AND SOUTH WEST SERVICES, INC.
FORECAST OF SOURCES AND USES OF FUNDS
(MILLIONS)
1994 1995
----------------------------- ----
1ST 2ND 3RD 4TH 1ST
QTR QTR QTR QTR TOTAL QTR
--- --- --- --- ----- ---
Operating Activities 0 0 0 0 0 0
Cash Construction -18 -14 -2 -44 -1
Financing Activities
Common Stock 0 0 0 0 0 0
Preferred Stock 0 0 0 0 0 0
Long-Term Debt 0 0 0 0 0 0
Short-Term Debt 18 14 10 2 44 1
Retirement Preferred Stock 0 0 0 0 0 0
Retirement Long-Term Debt 0 0 0 0 0 0
--- --- --- --- ----- ---
Total Financing Activities 18 14 10 2 44 1
Ending Short-Term Debt 106 120 130 132 133
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CENTRAL POWER AND LIGHT COMPANY
FORECAST OF SOURCES AND USES OF FUNDS
(MILLIONS)
1994 1995
----------------------------- ----
1ST 2ND 3RD 4TH 1ST
QTR QTR QTR QTR TOTAL QTR
--- --- --- --- ----- ---
Operating Activities 31 92 154 73 350 30
Cash Construction -30 -42 -58 -54 -184 -30
Financing Activities
Common Stock -35 -35 -35 -89 -194 -35
Preferred Stock -4 -3 -4 -3 -14 -4
Long-Term Debt 0 0 0 0 0 0
Short-Term Debt 65 -11 -58 73 69 38
Retirement Preferred Stock -27 0 0 0 -27 0
Retirement Long-Term Debt 0 0 0 0 0 0
--- --- --- --- ----- ---
Total Financing Activities -1 -49 -97 -19 -156 -1
Ending Short-Term Debt 250 239 181 254 292
