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File No. 70-8339
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 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
P.O. Box 660164
Dallas, Texas 75202
Joris M. Hogan
Milbank, Tweed, Hadley & McCloy
One Chase Manhattan Plaza
New York, New York 10005
(Names and addresses of agents for service)
with copies to
George J. Forsyth & Guilford W. Gaylord
Milbank, Tweed, Hadley & McCloy
One Chase Manhattan Plaza
New York, New York 10005
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Central and South West Corporation ("CSW"), a Delaware corporation
and a holding company registered 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 File No. 70-8339 for the purposes of
amending Items 1, 2, 3, 5 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.
The second sentence of the fourth paragraph of Item 1.A, beginning
with the words "In addition", is hereby deleted in its entirety.
Item 2. Estimated Fees, Commissions and Expenses.
The Table of Projected Fees, Commissions and Expenses is hereby
amended (1) by deleting the name "Taichert, Wilson, Virtue, Wilson & Najjar"
under the subheading "Legal fees and expenses" and inserting in its place the
name "Taichert, Wiggins, Virtue, Wilson & Najjar" and (2) deleting the first
three lines of the table and inserting in their place the following:
"Holding Company Act filing fee
(actual amount) ......................... $ 2,000
Hart-Scott Rodino filing .................. $25,000
Other filing fees ......................... $ 0"
Item 3. Applicable Statutory Provisions.
In the table of applicable statutory provisions, (1) the entry
relating to Sections 9 and 10 of the Act is hereby amended by deleting the
phrase "acquisition by CSW of hedging instruments" and the semicolon after the
name "EPE", and (2) the entry relating to Rule 51 in the table of applicable
statutory provisions is hereby deleted in its entirety.
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The first sentence of the first paragraph of Item 3.I.A.2.b,
beginning with the words "CSW believes", is hereby amended by inserting the
word "and" between the word "precedent" and the word "that".
The fifth sentence of the fourth paragraph of Item 3.I.A.2.b,
beginning with the word "Moreover", is hereby amended by deleting the word
"Centerior" and the comma after the word "Entergy".
Item 3.II.D. is hereby deleted in its entirety.
Item 5. Procedure.
The first sentence of the first paragraph, beginning with the
words "CSW respectfully requests", is hereby amended by deleting the
following:", with respect to the hedging transactions described in Item
3.II.D., promptly following the expiration of the period set forth in such
notice, and, with respect to the other matters set forth in the Application,".
Item 6. Exhibits and Financial Statements.
Item 6 is hereby amended and restated in its entirety as follows:
The list of exhibits under Item 6 is hereby amended by deleting "OP
Settlement Agreement" from the entry relating to Exhibit B-8 and inserting in
its place "OP Settlement Agreements".
I. Exhibits.
The number in parentheses after each exhibit description refers to
the number of the amendment to this Application-Declaration with which that
exhibit was filed (exhibit descriptions followed by "(0)" were filed with the
original Form U-1 Application-Declaration).
A-1 Second Restated Certificate of Incorporation of CSW
(incorporated by reference to CSW's Annual Report on Form 10-K
for the year ended December 31, 1992 (Exhibit H-1 hereto)) (0)
A-2 By-Laws of CSW (incorporated by reference to CSW's Annual
Report on Form 10-K for the year ended December 31, 1992
(Exhibit H-1 hereto)) (0)
A-3 Articles of Incorporation of EPE (0)
A-4 By-Laws of EPE (0)
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A-5 Form of Articles of Incorporation of CSW Sub (to be filed by
amendment)
A-6 Form of By-Laws of CSW Sub (to be filed by amendment)
A-7 Form of Amended and Restated Articles of Incorporation of
Reorganized EPE (including Statement of Resolution
Establishing Series of Shares) (0)
A-8 Form of By-Laws of Reorganized EPE (0)
A-9 Form of Articles of Merger (0)
A-10 Form of CSW Common Stock Certificate (0)
A-11 Form of CSW Sub Common Stock Certificate (to be filed by
amendment)
A-12 Form of Reorganized EPE Preferred Stock Certificate (to be
filed by amendment)
A-13 Form of Reorganized EPE First Mortgage Bond Indenture,
including forms of bonds (1)
A-14 Form of Reorganized EPE Second Mortgage Bond Indenture,
including forms of bonds (1)
A-15 Form of Reorganized EPE Senior Debt Securities Indenture,
including forms of notes (1)
A-16 Form of Reorganized EPE Term Loan Agreement for Class 3A
Secured Floating Rate Notes (including form of note) (0)
A-17 Forms of Reorganized EPE Term Loan Agreement for Class 5A
Secured Floating Rate Notes (including forms of note) (0)
A-18 Form of Reorganized EPE Term Loan Agreement for Class 6A
Secured Floating Rate Notes (including form of note) (0)
A-19 Form of Reorganized EPE Term Loan Agreement for Class 13
Senior Floating Rate Notes (including form of note) (0)
A-20 Forms of Reorganized EPE Letter of Credit and Reimbursement
Agreements (1)
A-21 Summary of Variances from Statement of Policy Regarding First
Mortgage Bonds Subject to the Public Utility Holding Company
Act of 1935 (0)
A-22 Summary of Variances from Statement of Policy Regarding
Preferred Stock Subject to the Public Utility Holding Company
Act of 1935 (0)
B-1 CSW-EPE Merger Agreement (0)
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B-2 EPE Modified Third Amended Plan of Reorganization (0)
B-3 Disclosure Statement to EPE Modified Third Amended Plan of
Reorganization (without exhibits) (0)
B-4 CSW System Operating Agreement (0)
B-5 Form of CSW System-EPE Operating Agreement (0)
B-6 CSW System Service Agreement (0)
B-7 CSWS-EPE Service Agreement (to be filed by amendment)
B-8 OP Settlement Agreements (0)
B-9 APS Settlement Agreement (0)
B-9.1 Supplement to APS Settlement Agreement (1)
D-1 Application to the PUCT (2)
D-2 Application to the NMPUC (to be filed by amendment)
D-3 Section 203 Application to the FERC (2)
D-4 Section 205 Application to the FERC (2)
D-5 Section 211 Application to the FERC (2)
D-6 Testimony of George R. Hall to the FERC (contained in exhibit
D-3) (2)
D-7 Application to the NRC (2)
D-8 Notice of Succession of Ownership to the Department of Energy
(to be filed by amendment)
D-9 Notification and Report Form to U.S. Department of Justice and
Federal Trade Commission (to be filed by amendment)
D-10 Exhibit E to the Disclosure Statement (Rate Path) (0)
D-11 Order of Bankruptcy Court dated August 27, 1993 (Disclosure
Statement Approval Order) (0)
D-12 Order of Bankruptcy Court dated September 15, 1993 (0)
D-13 Order of Bankruptcy Court dated December 8, 1993 (Confirmation
Order) (0)
D-14 Findings of Fact (0)
D-14.1 Amended Findings of Fact (1)
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E-1 Map showing service territories of CSW and EPE (to be filed by
amendment)
E-2 Map showing interconnections of CSW and EPE (to be filed by
amendment)
F-1 Preliminary Opinion of Counsel (to be filed by amendment)
F-2 Final or "past tense" opinion of Counsel (to be filed by
amendment)
G-1 Proposed Notice of Proceeding (0)
H-1 CSW Annual Report on Form 10-K for the year ended December 31,
1992 (previously filed with the Commission and hereby
incorporated by reference) (0)
H-2 EPE Annual Report on Form 10-K for the year ended December 31,
1992 (previously filed with the Commission and hereby
incorporated by reference) (0)
H-3 CSW Annual Report to Shareholders for the year ended December
31, 1992 (previously filed with the Commission and hereby
incorporated by reference) (0)
H-4 EPE Annual Report to Shareholders for the year ended December
31, 1992 (previously filed with the Commission and hereby
incorporated by reference) (0)
H-5 CSW Quarterly Report on Form 10-Q for the quarter ended March
31, 1993 (previously filed with the Commission and hereby
incorporated by reference) (0)
H-6 CSW Quarterly Report on Form 10-Q for the quarter ended June
30, 1993 (previously filed with the Commission and hereby
incorporated by reference) (0)
H-7 CSW Quarterly Report on Form 10-Q for the quarter ended
September 30, 1993 (previously filed with the Commission and
hereby incorporated by reference) (0)
H-8 EPE Quarterly Report on Form 10-Q for the quarter ended March
31, 1993 (previously filed with the Commission and hereby
incorporated by reference) (0)
H-9 EPE Quarterly Report on Form 10-Q for the quarter ended June
30, 1993 (previously filed with the Commission and hereby
incorporated by reference) (0)
H-10 EPE Quarterly Report on Form 10-Q for the quarter ended
September 30, 1993 (previously filed with the Commission and
hereby incorporated by reference) (0)
J-1 Morgan Stanley opinion to the CSW Board of Directors dated
April 30, 1993 (0)
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J-2 Barr Devlin opinion to the EPE Board of Directors dated May 3,
1993 (0)
II. Financial Statements.
FS-1 Consolidated Balance Sheet of CSW as of December 31, 1992
(incorporated by reference to CSW's Annual Report on Form 10-K
for the year ended December 31, 1992 (Exhibit H-1 hereto)) (0)
FS-2 Consolidated Statement of Income of CSW for the year ended
December 31, 1992 (incorporated by reference to CSW's Annual
Report on Form 10-K for the year ended December 31, 1992
(Exhibit H-1 hereto)) (0)
FS-3 Consolidated Statement of Cash Flows of CSW for the year ended
December 31, 1992 (incorporated by reference to CSW's Annual
Report on Form 10-K for the year ended December 31, 1992
(Exhibit H-1 hereto)) (0)
FS-4 Consolidated Statement of Retained Earnings of CSW for the
year ended December 31, 1992 (incorporated by reference to
CSW's Annual Report on Form 10-K for the year ended December
31, 1992 (Exhibit H-1 hereto)) (0)
FS-5 Notes to Consolidated Financial Statements of CSW for the year
ended December 31, 1992 (incorporated by reference to CSW's
Annual Report on Form 10-K for the year ended December 31,
1992 (Exhibit H-1 hereto)) (0)
FS-6 Balance Sheet of EPE as of December 31, 1992 (incorporated by
reference to EPE's Annual Report on Form 10-K for the year
ended December 31, 1992 (Exhibit H-2 hereto)) (0)
FS-7 Statements of Operations of EPE for the year ended December
31, 1992 (incorporated by reference to EPE's Annual Report on
Form 10-K for the year ended December 31, 1992 (Exhibit H-2
hereto)) (0)
FS-8 Statement of Cash Flows of EPE for the year ended December 31,
1992 (incorporated by reference to EPE's Annual Report on Form
10-K for the year ended December 31, 1992 (Exhibit H-2
hereto)) (0)
FS-9 Statement of Retained Earnings (Deficit) of EPE for the year
ended December 31, 1992 (incorporated by reference to EPE's
Annual Report on Form 10-K for the year ended December 31,
1992 (Exhibit H-2 hereto)) (0)
FS-10 Notes to Financial Statements of EPE for the year ended
December 31, 1992 (incorporated by reference to EPE's Annual
Report on Form 10-K for the year ended December 31, 1992
(Exhibit H-2 hereto)) (0)
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FS-11 Unaudited Actual and Pro Forma Combined Capitalization of CSW
and EPE as of June 30, 1993 (0)
FS-12 Unaudited Pro Forma Combined Financial Statements as of and
for the year ended June 30, 1993 (0)
FS-13 CSW Consolidated Balance Sheet as of September 30, 1993 (see
page 4 of the Quarterly Report of CSW on Form 10-Q for the
quarter ended September 30, 1993, incorporated by reference as
Exhibit H-7 hereto) (0)
FS-14 CSW Consolidated Statement of Income and Surplus for the
twelve months ended September 30, 1993 (see page 3 of the
Quarterly Report of CSW on Form 10-Q for the quarter ended
September 30, 1993, incorporated by reference as Exhibit H-7
hereto) (0)
FS-15 CSW Consolidated Statement of Income and Surplus for its last
three fiscal years (see page 24 of the Annual Report of CSW to
Shareholders for the quarter ended December 31, 1992,
incorporated by reference as Exhibit H-3 hereto) (0)
FS-16 EPE Balance Sheet as of September 30, 1993 (see page 1 of the
Quarterly Report of EPE on Form 10-Q for the Quarter ended
September 30, 1993 filed herewith as Exhibit H-10 hereto) (0)
FS-17 EPE Statement of Income and Surplus for the twelve months
ended September 30, 1993 (see page 3 of Quarterly Report of
EPE on Form 10-Q for the quarter ended September 30, 1993,
incorporated by reference as Exhibit H-10 hereto) (0)
FS-18 EPE Statement of Income and Surplus for its last three fiscal
years (see page 58 of the Annual Report of EPE on Form 10-K
for the year ended December 31, 1992, incorporated by
reference as Exhibit H-2 hereto) (0)
There have been no material changes, not in the ordinary course of business,
to the financial statements listed above since the date of such financial
statements.
Index of Exhibits
The Index of Exhibits is hereby amended by deleting the words "on
Form 10-K" within the description of FS-15 and inserting in its place the
words "to Shareholders".
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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: March 29, 1994
CENTRAL AND SOUTH WEST CORPORATION
By: /s/ STEPHEN J. MCDONNELL
Stephen J. McDonnell
Treasurer
