File No. 70-8645
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)
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 File No. 70-
8645 to amend Items 1 and 6 and the Index of Exhibits, to withdraw
Exhibit 1 and to file Exhibit 1.1 in place thereof, and to file a new
Exhibit 8. In all other respects, the Application-Declaration as
previously filed and as heretofore amended and restated will remain the
same.
1. In Item 1 ("Description of Proposed Transaction -- PROPOSED
BUSINESS TRANSACTIONS"):
(a) Subsection 2 of Item 1 is amended by adding a new
subparagraph, reading as follows:
(e) Environmental Services. EnerShop will provide energy-
related environmental services involving services or
expertise related to utility operations, including without
limitation consulting services regarding the type of
refrigerant gas used in replacement or upgraded chillers,
the quality of indoor air as an aspect of work related to air
filtration and air handling, and the manner of disposal of
old ballasts in connection with the replacement or upgrading
of light fixtures.
2. In Item 1 ("Description of Proposed Transaction -- REPORTING
REQUIREMENTS"):
(a) Subsection 8(b)(iii) of Item 1 is amended by deleting the
word "and", and Subsection 8(b)(iv) thereof is amended to add
the word "and" at the end thereof.
(b) Subsection 8(b) of Item 1 is amended by adding a new item (v)
reading as follows: "(v) Measure of hours spent by associate
companies on services rendered to EnerShop".
3. In Item 6 ("Exhibits"), Exhibit 1 is withdrawn and Exhibits 1.1 and
8 are added, reading as follows:
Exhibit 1 - Withdrawn.
Exhibit 1.1 - Preliminary opinion of counsel.
Exhibit 8 - Cash flow forecast. (CONFIDENTIAL
EXHIBIT).
4. The Index of Exhibits is amended to withdraw Exhibit 1 and to add
Exhibits 1.1 and 8, reading as follows:
Exhibit 1 - Withdrawn. --
Exhibit 1.1 - Preliminary opinion of counsel. Electronic
Exhibit 8 - Cash flow forecast. Paper Format
(CONFIDENTIAL EXHIBIT).
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: August 29, 1995
CENTRAL AND SOUTH WEST
CORPORATION
By/s/STEPHEN J. MCDONNELL
Stephen J. McDonnell
Treasurer
INDEX OF EXHIBITS
EXHIBIT TRANSMISSION
NUMBER EXHIBIT METHOD
Exhibit 1 Withdrawn. --
Exhibit 1.1 Preliminary opinion of Electronic
counsel.
Exhibit 8 Cash flow forecast. Paper format
(CONFIDENTIAL EXHIBIT).
EXHIBIT 1
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
August 29, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Central and South West Corporation
Application-Declaration on Form U-1
File No. 70-8645
Dear Sirs:
We refer to the Application-Declaration on Form U-1, File No.
70-8645, as amended through Amendment No. 3 thereto (as so amended, the
"Application"), under the Public Utility Holding Company Act of 1935, as
amended (the "Act"), filed by Central and South West Corporation ("CSW"),
a Delaware corporation and a registered holding company. In the
Application, CSW has requested authority under the Act to establish and
finance a new, wholly owned, nonutility subsidiary company, proposed to
be named EnerShop Inc. ("EnerShop"), to provide services relating to
implementation of energy-related processes, products, equipment and
technologies. This opinion addresses CSW's request for authorization:
(i) for CSW to acquire common stock of EnerShop in connection with the
formation of EnerShop, (ii) for EnerShop to issue, and for CSW to
acquire, debt securities of EnerShop in connection with non-exempt
financings, and (iii) for CSW to issue guarantees of EnerShop
obligations, all as proposed in Sections 3 and 4 of Item 1 of the
Application) (collectively, the "Transactions"). We have acted as
special counsel for CSW in connection with the filing of the Application
and, as such counsel, we are familiar with the corporate proceedings
taken and to be taken by CSW in connection with the Transactions.
We have examined originals, or copies certified to our
satisfaction, of such corporate records of CSW, certificates of public
officials, certificates of officers and representatives of CSW and other
documents as we have deemed 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 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 other appropriate persons and statements contained in the
Application.
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 Transactions are engaged in in accordance with the
Application, and subject to the assumptions and conditions set forth
below:
1. All state laws applicable to the Transactions will have
been complied with.
2. CSW is, and EnerShop will be, validly incorporated and
duly existing under the laws of the State of Delaware.
3. The common stock proposed to be issued by EnerShop will
be validly issued, fully paid and nonassessable, and CSW as the holder of
such common stock will be entitled to the rights and privileges
appertaining to such common stock set forth in the certificate of
incorporation of EnerShop.
4. The notes to be issued by EnerShop will be valid and
binding obligations of EnerShop, and the securities of EnerShop to be
guaranteed by CSW will be valid and binding obligations of EnerShop and
of CSW, in each case enforceable in accordance with the terms of such
note or guarantee, as the case may be, 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. CSW will legally acquire the common stock and notes
proposed to be issued by EnerShop in the Application.
6. The Transactions will not violate the legal rights of the
holders of any securities issued by CSW or any associate company thereof.
The opinions expressed above 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 EnerShop.
b. The Securities and Exchange Commission shall have duly
entered an appropriate order or orders granting and permitting the
Application to become effective.
c. The Transactions shall be in accordance with any required
approvals, authorizations, consents, certificates and orders of any state
commission or regulatory authority and all such required approvals,
authorizations, consents, certificates and orders shall have been
obtained and remain in effect.
d. The certificates representing the common stock and notes
proposed to be issued by EnerShop to CSW, and the notes proposed to be
guaranteed by CSW, shall be substantially in the forms attached as
Exhibits 6 and 7 to the Application, respectively, and shall be properly
completed and executed and, where required, countersigned.
e. The rates of interest on the notes proposed to be issued
by EnerShop or guaranteed by CSW shall not exceed the interest rates
permitted by applicable state and federal law.
f. Borrowings will not exceed those levels permitted from
time to time by EnerShop's certificate of incorporation and by-laws, debt
instruments and agreements to which EnerShop shall be a party or by which
its property shall be bound, and applicable laws and orders of
governmental and regulatory authorities with jurisdiction over EnerShop,
if any.
g. The notes proposed to issued by EnerShop and the
guarantees of EnerShop obligations proposed to be issued by CSW shall be
governed by and construed in accordance with the laws of the State of New
York, without giving effect to the conflicts-of-laws rules thereof.
h. A certificate of incorporation for EnerShop shall have
been duly and validly filed with (and the filing thereof accepted by) the
Secretary of State of the State of Delaware and all other corporate and
other formalities as are required by the laws of Delaware for the valid
organization and due existence of EnerShop shall have been completed, and
no action or proceeding for the dissolution or liquidation of EnerShop or
threatening the existence of EnerShop shall have been completed or
commenced.
i. The purchase or subscription price or other consideration
to be paid or given for the shares of stock issued by EnerShop shall have
been paid and shall be not less than the par value of such shares as
proposed in the Application; certificates representing such shares shall
have been duly executed, countersigned and registered by the applicable
transfer agent and registrar (if any); and all other acts and formalities
required by the laws of the State of Delaware for such shares to be
validly issued shall have been completed.
j. No act or event other than as described herein shall have
occurred subsequent to the date hereof which would change the opinions
expressed above.
k. All legal matters incident to the Transactions shall be
satisfactory to us, including the receipt in satisfactory form of
opinions of other counsel qualified to practice in jurisdictions
pertaining to the Transactions in which we are not admitted to practice.
We hereby consent to the use of this opinion as an exhibit to
the Application.
Very truly yours,
MILBANK, TWEED, HADLEY & MCCLOY
Milbank, Tweed, Hadley
& McCloy
