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 THRIFT PLUS 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)
Copies 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(a) Price per Offering
Share(b) Price(b)
______________________________________________________________________________
Common Stock,
$3.50 par value 5,000,000 $ 26.63 $133,150,000.00 $26,630.00
per shares shares
______________________________________________________________________________
(a) Pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan described
herein.
(b) 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 November 13, 1995.
Item 1. Plan Information
Central and South West Corporation (the "Company") has delivered or will
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, June 30, 1995 and September 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 10, 1995, September 6,
1995, September 27, 1995, September 28, 1995 and October 12, 1995.
(d) The Form 11-K Annual Report for the Plan for 1994.
(e) 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 shares of 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.
24. Power of Attorney (included on the signature page of this
Registration Statement).
The undersigned registrant hereby undertakes that the Plan, and each
amendment thereto adopted before the date hereof, has been submitted to the
Internal Revenue Service (the "IRS") in a timely manner in order to request a
favorable determination regarding the continued qualification of the Plan
under Section 401(a) of the Internal Revenue Code of 1986, as amended, and
that all changes to the Plan required by the IRS in order to maintain such
qualification have been or will be made in a timely manner.
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.
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
November 14, 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 November 14, 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)
______________________ Director
Glenn Biggs
/s/ Molly Shi Boren Director
Molly Shi Boren
______________________ Director
Donald M. Carlton
______________________ Director
Joe H. Foy
/s/ Robert W. Lawless Director
Robert W. Lawless
/s/ James L. Powell Director
James L. Powell
/s/ J.C. Templeton Director
J.C. Templeton
/s/ Lloyd D. Ward Director
Lloyd D. Ward
______________________ Director
Thomas H. Cruikshank
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.
24. Power of Attorney (included on the signature page of this Registration
Statement).
EXHIBIT 4
---------
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005-1413
November 14, 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 Thrift Plus 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 "Commission") on or about November 14, 1995 (the "Registration
Statement"), in connection with the registration under the Securities Act of
1933, as amended, of 5,000,000 shares of Common Stock of the Company.
Based and relying upon the foregoing, we are of the opinion that
up to 5,000,000 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 and to the extent issued by the Company in
accordance with the terms of the Plan for consideration in excess of the par
value thereof, be validly issued as fully paid and non-assessable shares.
This opinion is limited to the laws of the State of New York, the
General Corporation 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 Commission, 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.
Sincerely yours,
/s/MILBANK, TWEED, HADLEY & MCCLOY
Milbank, Tweed, Hadley & McCloy
<PAGE>
EXHIBIT 5
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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
Arthur Andersen LLP
Dallas, Texas
November 14, 1995
