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<PAGE> 1
File No. 70-8357
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 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)
<PAGE> 2
Central and South West Corporation ("CSW"), a Delaware corporation,
is a registered holding company under the Public Utility Holding Company Act
of 1935, as amended (the "Act"), hereby files this Amendment No. 2 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 will remain the same.
Item 6. Exhibits and Financial Statements.
Item 6 is hereby amended to file the following exhibit:
Exhibit 6 - Financial Statements per books and pro forma as of
December 31, 1993.
<PAGE> 3
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: March 25, 1994
CENTRAL AND SOUTH WEST CORPORATION
By: /s/ STEPHEN J. MCDONNELL
Stephen J. McDonnell
Treasurer
<PAGE> 1
INDEX OF EXHIBITS
EXHIBIT TRANSMISSION
NUMBER EXHIBITS METHOD
- ------- -------- ------------
6 Financial Statements per books and pro forma Electronic
as of December 31, 1993.
<PAGE> 1
EXHIBIT 6
---------
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, 1993 2 - 3
Consolidated Statement of Income for the Twelve Months Ended
December 31, 1993 4
Consolidated Statement of Retained Earnings for the Twelve
Months Ended December 31, 1993 5
Statements of Long-Term Debt Outstanding as of December 31, 1993 6 - 9
Statements of Preferred Stock Outstanding as of December 31, 1993 10 - 11
CENTRAL AND SOUTH WEST CORPORATION (CORPORATE)
Balance Sheets - Per Books and Pro Forma as of December 31, 1993 12
Statement of Income for the Twelve Months Ended December 31, 1993 13
PRO FORMA ADJUSTMENTS TO BALANCE SHEETS 14
STATEMENT OF CHANGES 15
CAPITALIZATION RATIOS - Per books and Pro forma 16
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 17
<PAGE> 2
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF DECEMBER 31, 1993
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
ASSETS
PLANT
Electric utility
Production $ 5,775 $ 5,775
Transmission 1,228 1,228
Distribution 2,362 2,362
General 709 709
Construction work in progress 371 371
Nuclear fuel 160 160
Gas 752 752
------ ------
11,357 11,357
Less - Accumulated depreciation 3,550 3,550
------ ------
7,807 7,807
------ ------
CURRENT ASSETS
Cash and temporary cash investments 62 62
Special deposits 2 2
Accounts receivable 813 813
Materials and supplies, at average cost 149 149
Fuel inventory, substantially at average cost 102 102
Gas inventory for resale,
substantially at LIFO 28 28
Unrecovered fuel cost 70 70
Prepayments and other 53 53
------ ------
1,279 1,279
------ ------
DEFERRED CHARGES AND OTHER ASSETS
Deferred plant costs 518 518
Mirror CWIP asset - net 332 332
Other non-utility investments 253 253
Income tax related regulatory asset - net 182 182
Other 252 252
------ ------
1,537 1,537
------ ------ ------
$10,623 $ - $10,623
====== ====== ======
<PAGE> 3
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF DECEMBER 31, 1993
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
197,294,000 shares (includes the newly
issued shares) $ 659 32 $ 691
Paid-in capital 518 268 786
Retained earnings 1,753 1,753
------ ------ ------
Total Common Stock Equity 2,930 300 3,230
Preferred stock
Not subject to mandatory redemption 292 292
Subject to mandatory redemption 58 58
Long-term debt 2,749 2,749
------ ------ ------
Total Capitalization 6,029 300 6,329
------ ------ ------
CURRENT LIABILITIES
Long-term debt/preferred stock
due within twelve months 26 26
Short-term debt 769 (300) 469
Short-term debt - CSW Credit 641 641
Accounts payable 306 306
Accrued taxes 98 98
Accrued interest 55 55
Accrued restructuring charges 97 97
Other 168 168
------ ------ ------
2,160 (300) 1,860
------ ------ ------
DEFERRED CREDITS
Income taxes 1,935 1,935
Investment tax credits 335 335
Mirror CWIP liability and other 164 164
------ ------
2,434 2,434
------ ------ ------
$10,623 $ - $10,623
====== ====== ======
<PAGE> 4
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1993
UNAUDITED
(Millions)
OPERATING REVENUES $3,687
-----
OPERATING EXPENSES AND TAXES
Fuel and purchased power 1,209
Gas purchased for resale 396
Other operating 679
Restructuring charges 97
Maintenance 197
Depreciation and amortization 330
Taxes, other than Federal income 197
Federal income taxes 125
-----
3,230
-----
OPERATING INCOME 457
-----
OTHER INCOME AND DEDUCTIONS
Mirror CWIP liability amortization 76
Other 17
-----
93
-----
INCOME BEFORE INTEREST CHARGES 550
-----
INTEREST CHARGES
Interest on long-term debt 219
Interest on short-term debt and other 50
-----
269
-----
INCOME BEFORE CUMULATIVE EFFECT OF CHANGES IN
ACCOUNTING PRINCIPLES 281
Cumulative effect of changes in accounting principles 46
-----
NET INCOME 327
Preferred stock dividends 20
-----
NET INCOME FOR COMMON STOCK $ 307
=====
<PAGE> 5
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1993
UNAUDITED
(Millions)
RETAINED EARNINGS AT December 31, 1992 $1,751
Add: Net income for common stock 308
-----
2,059
Deduct: Common stock dividends 306
-----
RETAINED EARNINGS AT December 31, 1993 $1,753
=====
<PAGE> 6
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING
AS OF DECEMBER 31, 1993
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 140
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
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 December 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
Unamortized discount (12)
Unamortized costs of reacquired debt (86)
-----
$1,363
-----
<PAGE> 7
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF DECEMBER 31, 1993
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
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 (21)
-----
$ 402
-----
<PAGE> 8
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF DECEMBER 31, 1993
UNAUDITED
(Millions)
SOUTHWESTERN ELECTRIC POWER COMPANY
First mortgage bonds -
Series U, 9-1/8%, due November 1, 2019 5
Series V, 7-3/4%, due June 1, 2004 40
Series W, 6-1/8%, due December 1, 1999 40
Series X, 7%, due December 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
1991 Series A, 8.2%, due August 1, 2011 17
1991 Series B, 6.9%, due November 1, 2004 12
Series 1986, 8.2%, due July 1, 2014 82
Series 1992, 7.6%, due January 1, 2019 54
Bank loan, variable rate, due June 15, 1994 50
Railcar lease obligations 17
Unamortized discount (4)
Unamortized costs of reacquired debt (48)
-----
$ 602
-----
WEST TEXAS UTILITIES COMPANY
First mortgage bonds -
Series O, 9-1/4%, due December 1, 2019 63
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
Installment sales agreement -
Pollution control bonds
7-7/8%, due December 15, 2014 44
Unamortized discount (1)
Unamortized costs of reacquired debt (29)
-----
$ 177
-----
<PAGE> 9
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF DECEMBER 31, 1993
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, 7.710%, 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, 2005 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
-----
CENTRAL AND SOUTH WEST SERVICES, INC.
Note payable, 9%, due February 1, 2008 5
-----
TOTAL CONSOLIDATED $2,749
=====
<PAGE> 10
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF PREFERRED STOCK OUTSTANDING
AS OF DECEMBER 31, 1993
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
2.69% Series, 750,000 shares 75
2.711% Series, 425,000 shares 42
2.688% Series, 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
=====
<PAGE> 11
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF PREFERRED STOCK OUTSTANDING (Continued)
AS OF DECEMBER 31, 1993
UNAUDITED
(Millions)
SUBJECT TO MANDATORY REDEMPTION
CENTRAL POWER AND LIGHT COMPANY
10.05% Series, 223,750 shares $ 22
-----
22
-----
SOUTHWESTERN ELECTRIC POWER COMPANY
6.95% Series, 364,000 shares 36
-----
36
-----
Total Consolidated $ 58
=====
<PAGE> 12
CENTRAL AND SOUTH WEST CORPORATION
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF DECEMBER 31, 1993
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
INVESTMENTS IN COMMON STOCK
OF SUBSIDIARY
COMPANIES (at equity) $ 3,105 $ 3,105
----- -----
CURRENT ASSETS
Cash and temporary cash investments 5 5
Advances to affiliates 348 348
Prepayments and other 246 246
----- -----
599 599
----- -----
Deferred charges and other assets 22 22
----- ----- -----
$ 3,726 $ - $ 3,726
===== ===== =====
COMMON STOCK EQUITY
Common stock, $3.50 par value,
authorized 350,000,000 shares;
issued and outstanding
197,294,000 shares (includes the
newly issued shares) $ 659 32 $ 691
Paid-in capital 518 268 786
Retained earnings 1,753 1,753
----- ----- -----
2,930 300 3,230
----- ----- -----
CURRENT LIABILITIES
Short-term debt 769 (300) 469
Advances from affiliates - -
Accounts payable and other 13 13
----- ----- -----
782 (300) 482
----- ----- -----
DEFERRED CREDITS 14 14
----- ----- -----
$ 3,726 $ - $ 3,726
===== ===== =====
<PAGE> 13
CENTRAL AND SOUTH WEST CORPORATION
STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1993
UNAUDITED
(Millions)
INCOME
Equity in earnings of subsidiaries
Central Power and Light Company $158
Public Service Company of Oklahoma 46
Southwestern Electric Power Company 79
West Texas Utilities Company 29
Transok, Inc. 19
CSW Credit, Inc. 7
CSW Energy, Inc. (6)
CSW Leasing, Inc. -
Central and South West Services, Inc. -
Other Income 19
---
351
---
EXPENSES AND TAXES
General and administrative expenses 26
Interest expense 20
Federal income taxes (4)
Other 1
---
43
---
NET INCOME $308
===
<PAGE> 14
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
PRO FORMA ADJUSTMENTS TO BALANCE SHEETS
DECEMBER 31, 1993
UNAUDITED
(Millions)
Central Central
and and
South South
West West
Corporation Corporation
and
Subsidiary
Companies
Short-term debt 300
Cash 300
Cash 300
Common Stock 32
Paid-in Capital 268
Short-term debt 300
Cash 300
Cash 300
Common Stock 32
Paid-in Capital 268
Record issuance of new CSW common stock (8,889,000 shares @ $30.25 - mkt.
price @ 12/31/93) and subsequent retirement of short-term debt with proceeds
<PAGE> 15
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, 1993, other than in the ordinary course of business.
<PAGE> 16
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CAPITALIZATION RATIOS
PER BOOKS AND PRO FORMA
AS OF DECEMBER 31, 1993
Common Stock Preferred Long-term
Equity Stock Debt(*) Total
------------ --------- --------- -----
Central and South West
Corporation and
Subsidiary Companies
(Consolidated) Per books 48.6% 5.8% 45.6% 100.0%
Central and South West
Corporation and
Subsidiary Companies
(Consolidated) Pro forma 51.0% 5.6% 43.4% 100.0%
Central and South West
Corporation Per books 100.0% - - 100.0%
Central and South West
Corporation Pro forma 100.0% - - 100.0%
(*) Includes Transok's medium-term notes payable
<PAGE> 17
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The notes to consolidated financial statements included in Central and
South West Corporation's 1993 Annual Report are hereby incorporated by
reference and made a part of this report.
Page
Reference
1993 Annual Report 42 - 61
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