File No. 70-8087
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 6 (POST EFFECTIVE) TO
FORM U-1
APPLICATION-DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
________________________________
CENTRAL AND SOUTH WEST CORPORATION
1616 Woodall Rodgers Freeway
Dallas, Texas 75202
(Name of companies filing this statement and address
of principal executive office)
_________________________________
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
Dallas, Texas 75202
Joris M. Hogan, Esq.
Milbank, Tweed, Hadley & McCloy
1 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 "1935 Act"),
hereby files this Amendment No. 6 (Post-Effective) to the Form U-
1 Application-Declaration in file No. 70-8087 for the purposes of
amending Items 1 through 5 of such Application-Declaration. In
all other respects, the Application-Declaration as previously
filed will remain the same.
Item 1. Description of Proposed Transaction.
CSW currently has in place a Dividend Reinvestment and
Stock Purchase Plan (the "Current Plan") pursuant to which shares
of CSW's Common Stock, $3.50 par value per share (the "Common
Stock"), are either newly issued or purchased in the open market
with reinvested dividends and optional cash payments made by
registered shareholders of CSW, employees and eligible retirees
of CSW or its subsidiaries and non-shareholders of legal age who
are residents of the States of Arkansas, Louisiana, Oklahoma and
Texas. By order (the "CSW Order") dated October 4, 1993, the
Securities and Exchange Commission (the "Commission"), pursuant
to delegated authority, authorized the issuance and sale of CSW's
Common Stock under Sections 6(a) and 7 of the 1935 Act and Rule
50(a)(5) thereunder in connection with the Current Plan. A full
statement of the provisions of the Current Plan is included in
CSW's Registration Statement on Form S-3 (the "Existing
Registration Statement") under the Securities Act of 1933, as
amended (the "1933 Act"), previously filed as Exhibit 8 hereto.
By letter (the "CSW Letter") dated August 31, 1993, the
Commission, pursuant to delegated authority, granted CSW an
exemption from Rule 10b-6 under the Securities Exchange Act of
1934, as amended (the "1934 Act") in connection with the Current
Plan. A copy of the CSW Letter was previously filed as Exhibit
10 hereto.
By letter (the "STA Letter") dated December 1, 1994
addressed to the Securities Transfer Association, as supplemented
by letter dated May 12, 1995, the Commission, pursuant to
delegated authority, granted a class exemption from Rule 10b-6
under the 1934 Act, subject to certain conditions, to qualified
dividend reinvestment and stock purchase plans to facilitate the
availability of such plans to investors. The STA Letter also
addressed issues concerning broker-dealer registration under
Sections 15(a) and 17A of the 1934 Act. By letter to the
Commission dated June 21, 1995, in accordance with the terms of
the STA Letter, CSW elected to opt-in to the class exemption from
Rule 10b-6 granted under the STA Letter and, in so doing, agreed
to operate the Current Plan in accordance with the terms and
conditions of the STA Letter. By opting-in to the STA Letter,
CSW permitted to lapse the exemption granted to it by the
Commission pursuant to the CSW Letter.
CSW now proposes to make certain amendments to the
Current Plan (as amended, the "Plan") (a) to increase the number
of originally issued shares of Common Stock that may be offered
pursuant to the Plan from 5,000,000 to 10,000,000, (b) to permit
non-shareholders of legal age who are residents of all fifty
States of the United States of America and the District of
Columbia to participate in the Plan, (c) to increase the initial
cash investment required for enrollment in the Plan by non-
employees and non-retirees from $100 to $250, and (d) to change
the frequency of investment in shares of Common Stock by the Plan
from bi-monthly to weekly.
A full statement of the provisions of the Plan will be
included in CSW's Registration Statement on Form S-3 (the "New
Registration Statement") registering an additional 5,000,000
shares of Common Stock to be offered pursuant to the Plan under
the 1933 Act. The New Registration Statement will be filed by
amendment as Exhibit 11 hereto.
Eligibility of Participants and Purposes of the Plan.
The Plan will be open to registered shareholders of
CSW, employees and eligible retirees of CSW or its subsidiaries,
and non-shareholders of legal age who are residents of the fifty
States of the United States of America and the District of
Columbia (such States and the District of Columbia, collectively,
the "Eligible Area", and such persons, collectively, the
"Eligible Persons"). Eligible Persons include but are not
limited to retail electric customers of CSW's public utility
subsidiaries ("Customers").
The amendments to the Current Plan are primarily
intended to make the Plan more attractive and available to
investors, and more cost-effective to investors and CSW than the
Current Plan. CSW believes that Customer participation will
afford Customers greater understanding of CSW's and its
subsidiaries' operations and financial position and will offer an
opportunity to stimulate Customer involvement in its corporate
affairs. In addition, CSW believes that expanding the
availability of the Plan to non-shareholders who are residents of
all fifty States and the District of Columbia will enable CSW to
raise additional equity capital without incurring the expenses
that would be required to raise such additional equity through an
underwritten public offering, and at the same time enable CSW to
increase the shareholdings of small, long-term investors.
Sources of Common Stock and Use of Proceeds.
As with the Current Plan, the shares of Common Stock
purchased under the Plan with the initial cash investments,
Optional Cash Purchase (as hereinafter defined) payments and
reinvested dividends, if any, may be, in the discretion of CSW,
authorized but previously unissued Common Stock or shares of
Common Stock purchased on the open market by the Independent
Agent (as hereinafter defined). CSW is currently purchasing
Common Stock on behalf of the Current Plan directly from CSW out
of its authorized but previously unissued Common Stock and CSW
will not change the source of shares of Common Stock to open
market purchases absent a determination that CSW no longer has a
need to raise capital or that there is another compelling reason
for the change and in no event more than once every three months.
To the extent that shares are purchased in the open market by the
Independent Agent under the Plan, CSW will not receive any
proceeds. CSW proposes to use the proceeds from the sale of the
newly issued shares of Common Stock for repayment of long- or
short-term indebtedness, for working capital or for other general
corporate purposes.
None of the proceeds from the sale of the Common Stock will
be used by CSW or any subsidiary thereof for the direct or
indirect acquisition of an interest in an exempt wholesale
generator, as defined in Section 32 of the Act ("EWG"), or a
foreign utility company, as defined in Section 33 of the Act
("FUCO"). Rule 54 promulgated under the Act states that in
determining whether to approve the issue or sale of a security by
a registered holding company for purposes other than the
acquisition of an EWG or a FUCO, or other transactions by such
registered holding company or its subsidiaries other than with
respect to EWGs or FUCOs, the Commission shall not consider the
effect of the capitalization or earnings of any subsidiary which
is an EWG or a FUCO upon the registered holding company system if
Rule 53(a), (b) and (c) are satisfied. As set forth below, all
applicable conditions set forth in Rule 53(a) are, and, assuming
the consummation of the transactions proposed herein, will be,
satisfied and none of the conditions set forth in Rule 53(b)
exist or will exist as a result of the transactions proposed
herein.
CSW Northwest GP, Inc., CSW Northwest LP, Inc., CSW
Development-3, Inc. and Northwest Power Company, LLC
(collectively, the "CSW EWG's"), each an indirect subsidiary of
CSW, are the only EWGs in which CSW has equity interests. CSW,
through its subsidiary CSW Energy, Inc., has invested an
aggregate of $3,500 in the CSW EWGs as of September 30, 1995, or
less than 1% of $1.83 billion, the average of CSW's consolidated
retained earnings for the four consecutive quarters ended
September 30, 1995 ("Average Retained Earnings"). Seeboard plc,
a regional electric company organized in the United Kingdom in
which CSW holds an indirect 27% equity interest, is the only FUCO
in which CSW has an equity interest. CSW, through its subsidiary
CSW International, Inc., had invested approximately $680 million
in Seeboard as of November 15, 1995, or approximately 37% of
Average Retained Earnings. CSW thus satisfies Rule 53(a)(1).
CSW will maintain and make available the books and records
required by Rule 53(a)(2). No more than 2% of the employees of
CSW's operating subsidiaries will, at any one time, directly or
indirectly, render services to an EWG or FUCO in which CSW
directly or indirectly owns an interest, satisfying
Rule 53(a)(3). And lastly, CSW will submit a copy of Item 9 and
Exhibits G and H of CSW's Form U5S to each of the public service
commissions having jurisdiction over the retail rates of CSW's
operating utility subsidiaries, satisfying Rule 53(a)(4).
None of the conditions described in Rule 53(b) exist with
respect to CSW or any of its subsidiaries, thereby satisfying
such rule and making Rule 53(c) inapplicable.
Basic Terms of Plan.
Enrollment. A registered shareholder of CSW may enroll
in the Plan by submitting an enrollment form ("Enrollment Form")
to Shareholder Services (as hereinafter defined). A shareholder
of CSW whose shares are not held in his/her name may enroll in
the Plan by having shares registered in his/her name and by
completing an Enrollment Form. Any other Eligible Person may
enroll in the Plan by making an initial cash investment of at
least $250, but not more than $100,000 annually (the "Annual
Limit"), at the time the Eligible Person submits an Enrollment
Form. This initial cash investment will be used to purchase
shares of Common Stock. Thereafter, a Participant (herein so
called) may purchase Common Stock of CSW by making Optional Cash
Purchases (herein so called) of a least $25 per investment and
not more than the Annual Limit for the purchase of Common Stock.
Participants may elect to make Optional Cash Purchases by means
of automatic monthly investments by electronic funds transfer
from a predesignated U.S. account.
Two rules regarding reduced minimum purchases apply to
employees and eligible retirees of CSW or its subsidiaries.
First, the $250 initial investment minimum will not apply to any
such employee or retiree. Second, the minimum purchase for an
employee/retiree through payroll/pension deductions is $10.00.
Except to the extent such reduce minimum purchase rules apply,
employees and eligible retirees of CSW or its subsidiaries are
subject to the limits generally applicable to all Participants.
Reinvestment Options. Participants will have the
following three options for reinvestment of dividends in shares
of Common Stock under the Plan. Participants in the Plan will be
able to (a) automatically reinvest cash dividends on all shares
of Common Stock registered in their names and all shares of
Common Stock purchased pursuant to the Plan ("Plan Shares") (Full
Dividend Reinvestment), (b) receive cash dividends on a portion
of the shares of Common Stock registered in their names and their
Plan Shares, and automatically reinvest cash dividends on the
remainder (Partial Dividend Reinvestment), or (c) continue to
receive cash dividends on all shares of Common Stock registered
in their names and all Plan Shares (No Dividend Reinvestment).
Under any of the reinvestment options, Participants may make
Optional Cash Purchases from time to time of not less than $25
per payment and not more than the Annual Limit. No service
charge or commission, other than negotiated commissions and fees
paid to the Independent Agent, will be charged to Participants in
connection with purchases under the Plan, and all general costs
of administration of the Plan will be paid by CSW.
Initial cash investments and Optional Cash Purchase
Payments will be invested weekly and dividends, if any, will be
reinvested commencing on the Investment Date (as hereinafter
defined) immediately following the applicable date on which
dividends are payable. Dividends on Common Stock typically have
been paid on the last business day of February, May, August, and
November. If the shares are purchased on the open market, the
exact timing and manner of such purchases within the Investment
Period (as hereinafter defined) will be determined by the
Independent Agent in its sole discretion. The Independent
Agent(s) for purchases and sales of Common Stock under the Plan
serve for terms of one year subject to the terms and conditions
of an agreement with such Independent Agent, a form of which was
previously filed as Exhibit 9 hereto.
Share Prices - Purchases. The price of shares of newly
issued Common Stock under the Plan will be the average of the
daily high and low sale prices of the Common Stock on the New
York Stock Exchange on the applicable Investment Date (as
hereinafter defined). If the New York Stock Exchange is not open
for trading on that day, the purchase price of the Common Stock
will be the average of the daily high and low sale prices for
such shares on the next succeeding day on which the New York
Stock Exchange is open for trading. The Independent Agent will
verify calculations of the price of shares of newly issued Common
Stock.
The price of shares of Common Stock of CSW purchased
under the Plan by the Independent Agent on the open market
(computed to three decimal places) with respect to any Investment
Period will be the average price of all such shares of Common
Stock purchased by the Independent Agent for Participants in the
Plan during such Investment Period plus brokerage commissions and
other fees. If the Common Stock is purchased on the open market,
the period for investment (the "Investment Period") will commence
on each Monday of each week (or, if not a business day, the next
succeeding business day) (each, an "Investment Date") and will
continue until all applicable funds are invested, but in no
instance past the day prior to the commencement of the next
Investment Period. If the Common Stock to be purchased consists
of newly issued shares purchased from CSW, the shares will be
issued by CSW as of the Investment Date. With respect to an
Investment Period in which a common stock dividend is payable,
timely cash investments will be aggregated with reinvested
dividends for the purpose of determining the total amount of
funds to be invested.
CSW has determined not to institute a discount program
under the Plan.
Sale of Shares. A Participant may sell or withdraw all
or a portion of his/her shares at any time. Sales of shares
through the plan will be "matched" with other Participants'
purchases by Shareholder Services (as hereinafter defined), but
will be executed without regard to such purchases. The price of
shares sold by Participants under the Plan will be the weighted
average cost of shares at which the Independent Agent sells
shares during the applicable Investment Period, less fees and
commissions.
A Participant may discontinue participation in the Plan
and terminate his/her account at any time prior to any dividend
record date by writing to CSW. As soon as practicable following
receipt of a notice of termination and a request for a
certificate from the Participant, Shareholder Services will send
the Participant a certificate for the full shares in his/her
account. If the Participant so requests, the Independent Agent
will sell such shares and send him/her a check for the net
proceeds. Fees and commissions of the Independent Agent will be
deducted from the check for the proceeds of the sale. The
Independent Agent will sell shares of Common Stock under the Plan
on a weekly basis.
Whether the Participant requests to sell the shares in
his/her Plan account or elects to receive certificates for the
full shares in his/her account, the Participant's interest in
fractional shares will be paid in cash on the basis of the price
paid to the Participant for his/her whole shares. a Participant
will be entitled to request in writing and receive a certificate
representing the full shares of Common Stock credited to his/her
Plan account.
Convenience Features. The Plan contains some features
designed to enhance shareholder convenience. As with the Current
Plan, the Plan will permit shareholders to deposit certificates
into the Plan, reducing the shareholder's risk of loss of a
physical certificate. In addition, the Plan will permit existing
Participants to deposit and sell odd-lots through the Plan.
Amendment or Termination of Plan. CSW has reserved the
right to suspend, modify (subject to any required approval from
regulatory authorities) or terminate the Plan at any time.
CSW's Role in Administration of the Plan.
As with the Current Plan, CSW's Shareholder Services
Department ("Shareholder Services") will share the administration
of the Plan with the Independent Agent. While the Independent
Agent will make open market purchases and sales under the Plan,
CSW will handle the other clerical and ministerial elements of
Plan administration, including transferring registration and
issuing certificates for securities, communicating with
Participants, maintaining records of each Participant's
activities, issuing Participant account statements, and handling
cash submitted by Participants. Participants may deposit stock
certificates for Common Stock with Shareholder Services for
safekeeping, in which case such shares will be credited to such
Participant's Plan account. Shareholder Services on a quarterly
basis will send to each Participant a statement of his/her
account, showing all pertinent information with respect to such
Participant's account, including total shares held by CSW for the
account of the Participant, dividends received, dividends
reinvested, cash investments invested in Common Stock, sales of
Common Stock, the price at which such shares were purchased or
sold (net of brokerage fees and commissions), and the aggregate
number of shares purchased or sold. Participants will also
receive from Shareholder Services written confirmations of cash
invested upon opening an Plan account or making Optional Cash
Purchases of Plan Shares.
Any shares of Common Stock distributed by CSW as a
stock dividend on shares credited to a Participant's Plan
account, or on any split of these shares, will be credited to the
Participant's Plan account. Each Participant has a right to vote
the shares credited to such Participant's account. Shareholder
Services will distribute proxy cards to Participants and will
vote all Plan Shares in the manner indicated by the proxy card
returned to Shareholder Services by the Participant. If a
Participant does not return a valid proxy card, the shares of
Common Stock held in such Participant's Plan account will not be
voted.
Communication and Solicitation.
Existing shareholders, employees and retirees, and
Customers will be notified of the existence of the Plan through
letters, inserts with financial reports, payroll stubs, intra-
office mail and informational conferences and messages printed on
the face of Customer invoices and/or billing inserts. The
general public within the Eligible Area will be notified of the
existence of the Plan though announcements, newspaper
advertisements, circulars, notices and investor fairs, all in
accordance with the guidelines set forth in the STA Letter.
Eligible Persons expressing an interest in the Plan will receive
a prospectus and related materials, including an information
brochure describing CSW and the Plan, and related enrollment
materials. In compliance with the STA Letter, all such
solicitations will contain no less than the information required
and no more than the information allowed by Rule 134, promulgated
under the 1933 Act. CSW will not engage in any oral solicitation
of participation in the Plan other than to respond to inquiries
initiated by Eligible Persons and any such response will be
limited to information about the Plan contained within the
prospectus and/or the New Registration Statement.
Item 2. Fees, Commissions and Expenses.
An estimate of the fees and expenses to be paid or
incurred by CSW in connection with the proposed transactions
follows:
Holding Company Act Filing Fee ........... $ 2,000*
Registration Fee:
Securities and Exchange Commission .. 45,000
Reservation Fee:
New York Stock Exchange ............. 1,500
Design, Printing and Stationery .......... 100,000
Postage and Freight ...................... 28,000
Counsel Fees:
Milbank, Tweed, Hadley & McCloy
New York, New York .................. 25,000
Fees to Public Accountants ............... 5,000
Blue Sky Fees and Expenses ............... 5,000
Miscellaneous and incidental expenses
including travel, telephone and
postage ............................. 4,000
________
Total .......................... $245,000
_______________
* Actual Amount
The fees and expenses include those charges incurred
for the services of Central and South West Services, Inc., an
affiliate mutual service company of CSW operating pursuant to
Section 13 of the 1935 Act and the rules thereunder.
Item 3. Applicable Statutory Provisions.
Sections 6 and 7 of the 1935 Act are or may be applicable
with respect to the issuance and sale of Common Stock pursuant to
the Plan.
To the extent that the proposed transactions are
considered by the Commission to require authorization, approval
or exemption under any section of the 1935 Act or provision of
the rules or regulations other than those specifically referred
to herein, request for such authorization, approval or exemption
is hereby made.
Item 4. Regulatory Approval.
No federal or state regulatory authority, other than
the Commission under the 1935 Act, has any jurisdiction over the
proposed transactions.
Item 5. Procedure.
One or more registration statements on Form S-3 under
the 1933 Act will be filed from time to time with the Commission
in connection with the issue and sale by CSW of part or all of
the Additional Common Stock pursuant to the Plan.
CSW requests that the Commission issue and publish no
later than December 8, 1995, the requisite notice under Rule 23
with respect to the filing of this Amendment No. 6, such notice
to specify a date as soon as possible, but in any case not later
than January 3, 1996, as the date after which an order granting
and permitting this Amendment No. 6 to become effective may be
entered by the Commission and the Commission enter as soon as
possible, but in any case not later than January 4, 1996, an
appropriate order granting and permitting this Amendment No. 6 to
become effective.
CSW respectfully requests that appropriate and timely
action be taken by the Commission in this matter in order to
permit consummation of the proposed transactions at the earliest
possible date.
No recommended decision by a hearing officer or any
other responsible officer of the Commission is necessary or
required in this matter. The Division of Investment Management
of the Commission may assist in the preparation of the
Commission's decision in this matter. There should be no 30-day
waiting period between the issuance and the effective date or any
order issued by the Commission in this matter; and it is
respectfully requested that any such order be made effective
immediately upon the entry thereof.
<PAGE>
Item 6. Exhibits and Financial Statements.
Exhibit 1 - Second Restated Certificate of
Incorporation of CSW as amended
(Incorporated herein by reference to
Exhibit 3.1 to CSW's June 30, 1995
Form 10-Q, File No. 1-1443).
Exhibit 2 - Certificate of Amendment to Second Restated
Certificate of Incorporation of CSW dated
May 20, 1991 (Incorporated herein by
reference to Exhibit 3.2 to CSW's June 30,
1995 Form 10-Q, File No. 1-1443).
Exhibit 3 - Bylaws, as amended, of CSW (Incorporated
herein by reference to Exhibit 3(b) to
CSW's 1990 Form 10-K, File No. 1-1443).
Exhibit 4 - Preliminary opinion of Milbank, Tweed,
Hadley & McCloy, counsel to CSW (to be
filed by amendment).
Exhibit 5 - Final or "past-tense" opinion of Milbank,
Tweed, Hadley & McCloy, counsel to CSW (to
be filed with the Certificate of
Notification).
Exhibit 6 - Financial Statements per books and pro
forma as of September 30, 1995 (to be filed
by amendment).
Exhibit 7 - Proposed Notice of Proceeding.
Exhibit 8 - Form S-3 Registration Statement of CSW
under the Securities Act of 1933, as
amended, relating to the sale of 5,000,000
shares of the Common Stock (to be filed by
amendment).
<PAGE>
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: December 4, 1995
CENTRAL AND SOUTH WEST
CORPORATION
By:/s/ STEPHEN J. MCDONNELL
Stephen J. McDonnell
Treasurer
<PAGE>
INDEX OF EXHIBITS
EXHIBIT TRANSMISSION
NUMBER EXHIBITS METHOD
1 Second Restated Certificate of --
Incorporation of CSW as amended
(Incorporated herein by reference
to Exhibit 3.1 to CSW's June 30,
1995 Form 10-Q, File No. 1-1443).
2 Certificate of Amendment to --
Second Restated Certificate of
Incorporation of CSW dated
May 20, 1991 (Incorporated herein
by reference to Exhibit 3.2 to
CSW's June 30, 1995 form 10-Q,
File No. 1-1443).
3 Bylaws, as amended, of CSW --
(Incorporated herein by reference
to Exhibit 3(b) to CSW's 1990
Form 10-K, File No. 1-1443).
4 Preliminary opinion of Milbank, --
Tweed, Hadley & McCloy, counsel
to CSW (to be filed by amendment).
5 Final or "past-tense" opinion of --
Milbank, Tweed, Hadley & McCloy,
counsel to CSW (to be filed with
the Certificate of Notification).
6 Financial Statements per books and --
pro forma as of September 30, 1995
(to be filed by amendment).
7 Proposed Notice of Proceeding. Electronic
8 Form S-3 Registration Statement --
of CSW under the Securities Act
of 1933, as amended, relating to
the sale of an additional 5,000,000
shares of the Common Stock (to be
filed by amendment).
<PAGE>
EXHIBIT 7
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- )
Filings under the Public Utility Holding Company Act of 1935
("Act")
______________, 1996
Notice is hereby given that the following filing(s)
has/have been made with the Commission pursuant to provisions of
the Act and rules promulgated thereunder. All interested persons
are referred to the application(s) and/or declaration(s) for
complete statements of the proposed transaction(s) summarized
below. The application(s) and/or declaration(s) and any
amendment(s) thereto is/are available for public inspection
through the Commission's Office of Public Reference.
Interested persons wishing to comment or request a
hearing on the application(s) and/or declaration(s) should submit
their views in writing by ________________, 199_ to the
Secretary, Securities and Exchange Commission, Washington, D.C.
20549, and serve a copy on the relevant applicant(s) and/or
declarant(s) at the address(es) specified below. Proof of
service (by affidavit or, in the case of an attorney at law, by
certificate) should be filed with the request. Any request for
hearing shall identify specifically the issues of fact or law
that are disputed. A person who so requests will be notified of
any hearing, if ordered, and will receive a copy of any notice or
order issued in the matter. After said date, the application(s)
and/or declaration(s), as filed or as amended, may be granted
and/or permitted to become effective.
Central and South West Corporation (File No. 70-8087)
Central and South West Corporation ("CSW"), 1616
Woodall Rodgers Freeway, Dallas, Texas 75266-0164, a registered
holding company, has filed an application-declaration under
Sections 6(a), 7, 9(a), 10 and 12(c) of the Act and Rule 42
thereunder.
CSW currently has in place a Dividend Reinvestment and
Stock Purchase Plan ("Current Plan") pursuant to which shares of
CSW's common stock, $3.50 par value per share ("Common Stock"),
are either newly issued or purchased in the open market with
reinvested dividends and optional cash payments made by
registered shareholders of CSW, employees and eligible retirees
of CSW or its subsidiaries and non-shareholders of legal age who
are residents of the States of Arkansas, Louisiana, Oklahoma and
Texas.
CSW now proposes to make certain amendments to the
Current Plan (as amended, the "Plan") (a) to increase the number
of originally issued shares of Common Stock that may be offered
pursuant to the Plan from 5,000,000 to 10,000,000, (b) to permit
non-shareholders of legal age who are residents of all fifty
States of the United States and the District of Columbia to
participate in the Plan, (c) to increase the initial cash
investment required for enrollment in the Plan by non-employees
and non-retirees from $100 to $250, and (d) to change the
frequency of investment in shares of Common Stock by the Plan
from bi-monthly to weekly.
The Plan will be open to registered shareholders of
CSW, employees and eligible retirees of CSW or its subsidiaries,
and non-shareholders of legal age who are residents of the fifty
States of the United States and the District of Columbia. Such
residents include but are not limited to retail electric
customers of CSW's public utility subsidiaries.
As with the Current Plan, the Plan will include full,
partial or no reinvestment of dividends and the ability to make
optional cash purchases of at least $25 per investment and not
more than $100,000 annually. There is an initial purchase
requirement of $250 in order to enroll in the Plan. Employees
and retirees will be able to participate in the Plan through
payroll/pension deductions with a $10 minimum per pay period.
As with the Current Plan, the shares of Common Stock
purchased under the Plan with the initial cash investments,
optional cash purchase payments and reinvested dividends, if any,
may be, in the discretion of CSW, authorized but previously
unissued Common Stock or shares of Common Stock purchased on the
open market by the independent agent of the Plan ("Independent
Agent"). CSW proposes to use the proceeds from the sale of the
newly issued shares of Common Stock for repayment of long- or
short-term indebtedness, for working capital or for other general
corporate purposes. Purchases will be made weekly on each Monday
of each week (or, if not a business day, the next succeeding
business day). The timing and manner of purchases and sales on
the open market will be determined solely by the Independent
Agent. The price of shares of newly issued Common Stock will be
the average of the daily high and low sale prices of the Common
Stock on the New York Stock Exchange on the applicable investment
date. The price of shares of Common Stock purchased on the open
market by the Independent Agent with respect to any investment
period will be the average price of all such shares of Common
Stock purchased during such investment period.
A Participant may sell or withdraw all or a portion of
his/her shares at any time. Sales will be made weekly by the
Independent Agent and the price will be the weighted average cost
of shares sold.
As with the Current Plan, CSW's Shareholder Services
Department will share the administration of the Plan with the
Independent Agent. The Independent Agent will make open market
purchases and sales under the Plan and CSW will handle the other
elements of the Plan administration. Participants will receive
quarterly statements of activity in their account.
For the Commission, by the Division of Investment
Management, pursuant to delegated authority.
Jonathan G. Katz
Secretary
<PAGE>
