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File No. 70-8357
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3 TO
FORM U-1 APPLICATION-DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
_______________________________________________
Central and South West Corporation
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75266-0164
(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
P.O. Box 660164
Dallas, Texas 75266-0164
M. Douglas Dunn, Esq.
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
(Name 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"), hereby files this Amendment No. 3 to the
Form U-1 Application-Declaration in this File No. 70-8357 for the purpose of
amending Item 6. In all other respects, the Application-Declaration as
previously filed and amended will remain the same.
Item 6. Exhibits and Financial Statements.
Item 6 is hereby amended to file the following exhibit:
Exhibit 4 - Preliminary opinion of Milbank, Tweed, Hadley & McCloy,
counsel to CSW.
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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 company has duly caused this document
to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: April 4, 1994
CENTRAL AND SOUTH WEST CORPORATION
By: /s/ STEPHEN J. MCDONNELL
Stephen J. McDonnell
Treasurer
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INDEX OF EXHIBITS
EXHIBIT TRANSMISSION
NUMBER EXHIBITS METHOD
- ------- -------- ------------
4 Preliminary opinion of Milbank, Tweed, Electronic
Hadley & McCloy, counsel to CSW.
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EXHIBIT 4
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Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
April 4, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Central and South West Corporation
Form U-1 Application-Declaration
Dear Sirs:
We refer to the Form U-1 Application-Declaration (File No. 70-8357)
under the Public Utility Holding Company Act of 1935, as amended (the
"Application-Declaration"), filed by Central and South West Corporation (the
"Company"), a Delaware corporation and a registered public utility holding
company. The Application-Declaration relates to the proposed issue and sale
of up to 11,000,000 shares of common stock, par value $3.50 per share, of the
Company (the "Additional Common Stock"), in one or more issues, the proceeds
of which will be used principally to reduce short-term debt or for general
corporate purposes, all as more fully described in the Application-
Declaration. We have acted as counsel for the Company in connection with 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 Additional Common Stock 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, the authenticity of all documents submitted to
us as originals, the conformity with the originals of all documents submitted
to us as copies and the authenticity of the originals of such latter
documents. 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.
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 transaction is consummated in accordance with the Application-
Declaration, as it may be amended, and subject to the assumptions and
conditions set forth below:
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1. The Company is validly organized and duly existing under the
laws of the State of Delaware.
2. All state laws applicable to the issue and sale of the
Additional Common Stock as described in the Application-Declaration
will have been complied with.
3. The Additional Common Stock to be issued and sold by the Company
will be validly issued, fully paid and nonassessable and the holders
thereof will be entitled to the rights and privileges appertaining
thereto set forth in the Company's charter or other documents
defining such rights and privileges.
4. The issue and sale of the Additional Common Stock 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 Additional Common Stock 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 Additional Common Stock 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
Additional Common Stock.
e. No act or event other than as described herein shall have
occurred subsequent to the date hereof which would change the
opinions expressed above.
f. The sale of the Additional Common Stock 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 above-mentioned sale in which we are not admitted
to practice.
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Prior to the consummation of any sale of the Additional Common
Stock, 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 become effective.
The Additional Common Stock 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 Additional Common Stock 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
