Registration Statement No. _______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
the Securities Act of 1933
_____________________
CENTRAL AND SOUTH WEST CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 51-0007707
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1616 WOODALL RODGERS FREEWAY
DALLAS, TEXAS 75202-1234
(Address of principal executive offices)
CENTRAL AND SOUTH WEST CORPORATION DIRECTORS RESTRICTED STOCK
PLAN
(Full title of the Plan)
_____________________
Stephen J. McDonnell, Treasurer
Central and South West Corporation
1616 Woodall Rodgers Freeway
Dallas, Texas 75202-1234
(214) 777-1000
(Name, address and telephone number, including area code,
of agent for service)
Copy to:
Robert B. Williams, Esq.
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
(212) 530-5000
CALCULATION OF REGISTRATION FEE
______________________________________________________________________
Title of Amount Proposed Proposed Amount of
Securities to be Maximum Maximum Registration
to be Registered Offering Aggregate Fee
Registered Price per Offering
Share (a) Price (a)
______________________________________________________________________
Common Stock,
$3.50 par 100,000 $25.25 $2,525,000 $871.00
value shares
per share
______________________________________________________________________
(a) Estimated pursuant to Rule 457(c) and Rule 457(h) solely for the purpose
of calculating the amount of the registration fee, based on the average
of the high and low prices of the Common Stock as reported by the New
York Stock Exchange on September 25, 1995.
Item 1. Plan Information
Central and South West Corporation (the "Company") will deliver or cause
to be delivered to each participant of the Plan covered by this Registration
Statement, the Prospectus relating thereto.
Item 2. Registrant Information and Employee Plan Annual Information
The Company will, upon written or oral request, provide without charge
to any person to whom the Prospectus relating to this Registration Statement
is delivered, a copy of any and all of the information which has been
incorporated by reference in the Prospectus and such Registration Statement
other than exhibits to such information if such exhibits are not themselves
incorporated by reference in such information. Such requests should be
directed to the Secretary, Central and South West Corporation, 1616 Woodall
Rodgers Freeway, Dallas, Texas, 75202-1234, (214) 777-1000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed with the Securities and Exchange
Commission are incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1995 and June 30, 1995.
(c) The Company's Current Reports on Form 8-K dated January 17, 1995,
April 6, 1995, May 23, 1995, June 9, 1995, July 18, 1995 and September
6, 1995.
(d) The description of the Common Stock which is contained in the
Corporation's registration statement filed under section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"),including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to the Registration Statement which indicates that all of
the Common Stock of the Company offered hereunder have been sold or which
deregisters all of such shares then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement by reference and to
be part hereof from the date of filing such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of this
Registration Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law, the state of
incorporation of the Company, confers broad powers upon corporations
incorporated in that State with respect to indemnification of any person
against liabilities incurred by reason of the fact that such person is or was
a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or other business entity. The provisions of
Section 145 are not exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement or otherwise.
The Second Restated Certificate of Incorporation of the Company, as
amended, contains a provision that eliminates the personal liability of the
Company's directors to the Company or its stockholders for or with respect to
any acts or omissions in the performance of his or her duties as a director of
the Company to the full extent permitted by the Delaware General Corporation
Law.
The Second Restated Certificate of Incorporation, as amended, and Bylaws
of the Company provide that directors and officers of the Company shall be
indemnified to the fullest extent permitted by the laws of the State of
Delaware against liability for certain of their acts. In addition, the
Company has purchased Directors and Officers liability insurance.
Item 7. Exemption from Registration Claimed
Not Applicable
Item 8. Exhibits
4. Second Restated Certificate of Incorporation of the Company, as
amended (incorporated herein by reference to Exhibits 3.1 and 3.2
to the Company's Form 10-Q for the Quarter ended June 30, 1995,
File No. 1-1443).
5. Opinion of Milbank, Tweed, Hadley & McCloy as to the legality of
the Common Stock of the Company being registered and to be issued
by the Company.
23.1 Consent of Arthur Andersen LLP.
23.2 The consent of Milbank, Tweed, Hadley & McCloy is contained in its
opinion filed as Exhibit 5 to this Registration Statement.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
i To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
ii To reflect in the prospectus any acts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
iii To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3
or Form S-8, and the information required to be included
in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
2. That, for the purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona-fide offering
thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona-fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8, and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, State of Texas, on
September 28, 1995.
CENTRAL AND SOUTH WEST CORPORATION
By:/s/STEPHEN J. MCDONNELL
Stephen J. McDonnell
Treasurer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Glenn D. Rosilier, Stephen J. McDonnell and Stephen D. Wise jointly
and severally, his or her attorney-in-fact, each with full power of
substitution, to file one or more amendments (including post-effective
amendments) to the Registration Statement, which amendments may make such
changes in the Registration Statement as such attorney-in-fact deems
appropriate, and to execute in the name and on behalf of each such person,
individually and in each capacity stated below, any such amendments to the
registration statement. Each person whose signature appears below hereby
ratifies and confirms all that each of the said attorneys-in-fact, or such
person's substitute or substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on September 28, 1995.
Signature Title
/s/E.R. BROOKS Chairman of the Board,
E.R. Brooks President, Chief Executive
Officer and Director
(principal executive
officer)
/s/HARRY D. MATTISON Executive Vice President
Harry D. Mattison and Director
/s/THOMAS V. SHOCKLEY, III Executive Vice President
Thomas V. Shockley, III and Director
/s/GLENN D. ROSILIER Senior Vice President and
Glenn D. Rosilier Chief Financial Officer
(principal financial
officer)
/s/WENDY G. HARGUS Controller
Wendy G. Hargus (principal accounting
officer)
/s/GLENN BIGGS Director
Glenn Biggs
/s/MOLLY SHI BOREN Director
Molly Shi Boren
/s/DONALD M. CARLTON Director
Donald M. Carlton
Director
Joe H. Foy
/s/ROBERT W. LAWLESS Director
Robert W. Lawless
Director
James L. Powell
/s/J.C. TEMPLETON Director
J.C. Templeton
/s/LLOYD D. WARD Director
Lloyd D. Ward
EXHIBIT INDEX
4. Second Restated Certificate of Incorporation of the
Company, as amended (incorporated herein by reference
to Exhibits 3.1 and 3.2 to the Company's Form 10-Q for
the Quarter ended June 30, 1995, File No. 1-1443).
5. Opinion of Milbank, Tweed, Hadley & McCloy as to the
legality of the Common Stock of the Company being
registered and to be issued by the Company.
23.1 Consent of Arthur Andersen LLP.
23.2 The consent of Milbank, Tweed, Hadley & McCloy is
contained in its opinion filed as Exhibit 5 to this
Registration Statement.
<PAGE>
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005-1413
September 28, 1995
Central and South West Corporation
1616 Woodall Rodgers Freeway
Dallas, Texas 75202-1234
Re: Registration Statement on Form S-8 of
the Central and South West Corporation
(the "Company")
Ladies and Gentlemen:
We have acted as counsel for the Company and, in that capacity, we
have been requested to provide this opinion with respect to Common Stock of
the Company, $3.50 par value per share, issuable under its Directors
Restricted Stock Plan (the "Plan"). We have examined originals or copies,
certified or otherwise identified to our satisfaction, of such public and
corporate records, certificates, instruments and other documents and have
considered such questions of law as we have deemed relevant and necessary as a
basis for the opinion thereinafter expressed. In particular, but without
limitation, we have examined a copy of the Registration Statement on Form S-8,
relating to the Plan to be filed by the Company with the Securities and
Exchange Commission (the "SEC") on or about September 28, 1995 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 100,000 shares of Common Stock of the
Company.
Based and relying upon the foregoing, we are of the opinion that
up to 100,000 shares of Common Stock of the Company to which the above-
mentioned Registration Statement relates, and which may be issued by the
Company under the Plan, will, when issued by the Company in accordance with
the terms of the Plan, be validly issued as fully paid and non-assessable
shares in the capital of the Company.
This opinion is limited to the laws of the state of New York, the
General Corporations Law of the State of Delaware and the federal laws of the
United States applicable therein.
This opinion is addressed to you solely in connection with the
matters referred to herein and is not to be relied upon by any other person,
except the New York Stock Exchange and the SEC, or for any other purpose.
We consent to the use of this opinion as an exhibit to the
Registration Statement, and further consent to the use of our name wherever
appearing in the Registration Statement and any amendment thereto, and the
Prospectus relating thereto.
Yours very truly,
/s/MILBANK, TWEED, HADLEY & MCCLOY
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
February 13, 1995, included in Central and South West Corporation's Annual
Report on Form 10-K for the year ended December 31, 1994, and to all
references to our Firm included in this registration statement.
/s/ARTHUR ANDERSEN LLP
Dallas, Texas
September 28, 1995
