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File No. 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
Item 1. Description of Proposed Transaction.
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"),
proposes to issue and sell up to 5,000,000 shares of its
authorized and unissued common stock, par value $3.50 per share
(the "Additional Common Stock"), to the trustee of the Central
and South West Corporation Thrift Plus (the "Thrift Plan"), an
employee benefit plan intended to qualify under Section 401(a) of
the Internal Revenue Code of 1986, as amended.
Background
CSW maintains a variety of benefit programs for its
employees, including the Thrift Plan which was originally adopted
by the Board of Directors of CSW and became effective on January
1, 1960. The Thrift Plan was amended and restated effective
January 1, 1991, and has subsequently been amended on several
occasions, most recently in December, 1994. The purpose of the
Thrift Plan is to encourage eligible employees of CSW and its
direct and indirect subsidiaries to adopt a regular savings
program and to provide additional security upon retirement.
Under the Thrift Plan, participants may contribute up to 12% of
their annual compensation. The Thrift Plan trustee, pursuant to
written direction from each participating employee, invests funds
held in each such employee's Thrift Plan account under any of
five investment options: (1) the Company Stock Option (the "Stock
Option"), (2) the Fixed Income Option (the "Fixed Income
Option"), (3) the Capital Appreciation Option (the "Capital
Appreciation Option"), (4) the Growth and Income Option (the
"Growth and Income Option") and (5) the Asset Allocation Option
(the "Asset Allocation Option"). Amounts invested in the Stock
Option are used to purchase shares of CSW common stock; amounts
invested in the Fixed Income Option are used to purchase
guaranteed investment contracts or other fixed income securities;
amounts invested in the Capital Appreciation Option are invested
in mutual funds that have a goal of long-term growth with no
emphasis on current income; amounts invested in the Growth and
Income Option are invested in mutual funds that have a goal of
both growth and current income; and amounts invested in the Asset
Allocation Option are invested primarily in mutual funds that
have a goal of maintaining a balanced portfolio comprised
primarily of equity investments. Depending on the participant's
length of service with CSW, CSW matches 50% or 75% of each
participant's contribution up to 6% of such participant's annual
compensation. Employee contributions and matching CSW
contributions may be invested at the employee's option entirely
in any one of the five investment options or divided among the
various investment options in one percent increments.
With respect to the Stock Option, the Thrift Plan
trustee presently purchases shares of CSW common stock in the
open market at prevailing market prices. However, the Thrift
Plan permits the trustee to purchase CSW common stock from any
source, including directly from CSW, in the trustee's discretion.
CSW will not be able to require the Thrift Plan trustee to
purchase any shares from CSW, but it is expected that the trustee
will elect to purchase shares from CSW rather than in the open
market because by doing so the trustee will not have to pay any
brokerage fees or commissions.
Request for Authority
By order dated October 24, 1978 (HCA Rel. No. 20742)),
the Securities and Exchange Commission (the "Commission")
authorized CSW to issue and sell up to 1,000,000 shares of its
authorized and unissued common stock to the Thrift Plan trustee
pursuant to the Thrift Plan. By order dated December 9, 1980
(HCA Rel. No. 21833), the Commission authorized CSW to increase
from 1,000,000 to 4,000,000 the number of authorized and unissued
shares of common stock that could be issued and sold to the
Thrift Plan trustee pursuant to the Thrift Plan. Subject to the
approval of the Commission, which approval is hereby requested,
CSW now proposes to issue and sell up to an additional 5,000,000
shares of its authorized and unissued common stock pursuant to
the Thrift Plan.
Use of Proceeds
CSW will use the proceeds from the sale of such shares
for general corporate purposes. None of the proceeds from the
sale of CSW 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 ("EWG") or a foreign utility
company ("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
Rules 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. and CSW Northwest LP, Inc.
(collectively, "CSW Northwest"), each an indirect subsidiary of
CSW, are the only EWG, as defined in Section 32 of the Act, in
which CSW has equity interests. CSW, through its subsidiary, CSW
Energy, Inc., has invested $2,000 in CSW Northwest, or less than
1% of $1,812,000,000, the average of CSW's consolidated retained
earnings for the four consecutive quarters ended June 30, 1995,
thus satisfying 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.
Other Offerings
By order dated May 2, 1994 (Rel. No. 35-26045)(the
"Common Stock Order"), the Commission authorized CSW to issue and
sell up to 11,000,000 shares of its authorized and unissued
common stock in one or more issues from time-to-time through
December 31, 1996. By order dated October 4, 1993 (Rel. No. 35-
25902) (the "DRIP Plan Order"), the Commission authorized CSW to
issue and sell up to 5 million shares of common stock from time
to time through December 31, 1996. The issuance of the
Additional Common Stock for which authority is requested in this
Application-Declaration is independent of the authority of CSW to
issue common stock under the Common Stock Order and the DRIP Plan
Order.
Item 2. Fees, Commissions and Expenses.
The estimate of the approximate amount of fees,
commissions and expenses payable in connection with the
transactions is as follows:
Holding Company Act filing fee . . . . . . . $ 2,000*
Securities Act Registration fee. . . . . . . $43,104
Blue Sky fees & expenses . . . . . . . . . . $ 2,500
Fees of Public Accountants . . . . . . . . . $ 3,000
Counsel fees: Milbank, Tweed, Hadley &
McCloy, New York, New York . . . . . . . . $ 5,000
Miscellaneous and incidental expenses
including travel, telephone, postage,
copying, etc.. . . . . . . . . . . . . . . $ 1,000
Total. . . . . . . . . . . . . . . . . . . . $56,604
_________________
*Actual Amount
Item 3. Applicable Statutory Provisions.
Sections 6(a) and 7 of the Act are or may be applicable
with respect to the issuance of Common Stock to the Thrift Plan.
Item 4. Regulatory Approval.
No state regulatory authority and no federal regulatory
authority, other than the Commission under the Act, has
jurisdiction over the proposed transactions for which approval is
sought under this Application-Declaration.
Item 5. Procedure.
A registration statement on Form S-8 under the
Securities Act of 1933, as amended, will be filed with the
Commission in connection with the issue and sale by CSW of the
Additional Common Stock.
CSW respectfully requests that the Commission issue and
publish no later than September 29, 1995, the requisite notice
under Rule 23 with respect to the filing of this Application-
Declaration, such notice to specify a date as soon as possible,
but in any case not later than October 23, 1995, as the date
after which an order granting and permitting this Application-
Declaration to become effective may be entered by the Commission
and the Commission enter as soon as possible, but in any case not
later than October 24, 1995, an appropriate order granting and
permitting this Application-Declaration to become effective.
CSW respectfully requests that appropriate and timely
action be taken by the Commission in this matter in order to
permit the consummation of the proposed transactions at the
earliest possible date.
No recommended decision by a hearing officer or 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 thirty-day waiting
period between the issuance and the effective date of 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.
Item 6. Exhibits and Financial Statements.
Exhibit 1 - Second Restated Certificate of Incorporation
of CSW dated April 23, 1990 (incorporated 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 by reference to
Exhibit 3.2 to CSW's June 30, 1995 Form 10-Q,
File No. 1-1443).
Exhibit 3 - By-Laws of CSW, as amended (incorporated by
reference to Exhibit 3(b) to CSW's 1990 Form
10-K, File No. 1-1443).
Exhibit 4 - Central and South West Corporation Thrift
Plus (as amended and restated effective
January 1, 1989) and all subsequent
amendments thereto through the date hereof
(to be filed by amendment).
Exhibit 5 - Registration Statement on Form S-8 covering
shares of CSW common stock, $3.50 par value,
to be issued to the trustee under the Thrift
Plan (to be filed by amendment).
Exhibit 6 - Preliminary opinion of Milbank, Tweed,
Hadley & McCloy, counsel to CSW.
Exhibit 7 - Final or "past tense" opinion of Milbank,
Tweed, Hadley & McCloy, counsel to CSW (to be
filed by amendment).
Exhibit 8 - Financial Statements actual and pro forma as
of June 30, 1995 (to be filed by amendment).
Exhibit 9 - Proposed Notice of Proceeding.
Item 7. Information as to Environmental Effects.
The proposed transactions do not involve major federal
action having a significant effect on the human environment. To
the best of CSW's knowledge, no federal agency has prepared or is
preparing an environmental impact statement with regard to the
proposed transactions.
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: September 25, 1995
CENTRAL AND SOUTH WEST
CORPORATION
By/s/ Stephen J. McDonnell
Stephen J. McDonnell
Treasurer
INDEX OF EXHIBITS
EXHIBIT
NUMBER EXHIBIT TRANSMISSION
METHOD
Exhibit 1 - Second Restated Certificate of
Incorporation of CSW dated April 23,
1990 (incorporated 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 by
reference to Exhibit 3.2 to CSW's
June 30, 1995 Form 10-Q, File No. 1-
1443). -
Exhibit 3 - By-Laws of CSW, as amended (incorporated
by reference to Exhibit 3(b) to CSW's
1990 Form 10-K, File No. 1-1443). -
Exhibit 4 - Central and South West Corporation
Thrift Plus (as amended and restated
effective January 1, 1989) and all
subsequent amendments thereto through
the date hereof (to be filed by amendment). -
Exhibit 5 - Registration Statement on Form S-8
covering shares of CSW common stock,
$3.50 par value, to be issued to the
trustee under the Thrift Plan (to be
filed by amendment). -
Exhibit 6 - Preliminary opinion of Milbank, Tweed,
Hadley & McCloy, counsel to CSW. Electronic
Exhibit 7 - Final or "past tense" opinion of
Milbank, Tweed, Hadley & McCloy, counsel
to CSW (to be filed by amendment). _
Exhibit 8 - Financial Statements actual and pro
forma as of June 30, 1995 (to be filed
by amendment). -
Exhibit 9 - Proposed Notice of Proceeding. Electronic
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Exhibit 6
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, NY 10005
September 25, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Central and South West Corporation
Form U-l Application-Declaration
Dear Sirs:
We refer to the accompanying Form U-l Application-
Declaration (the "Application-Declaration") under the Public Utility
Holding Company Act of 1935, as amended (the "1935 Act"), filed by
Central and South West Corporation ("CSW"), a Delaware corporation and
a registered public utility holding company. The Application-
Declaration relates to CSW's request (the "Request") for authorization
to issue and sell up to 5,000,000 shares of its authorized and
unissued common stock to the Central and South West Corporation Thrift
Plus (the "Thrift Plan"). We have acted as special counsel for CSW in
connection with the Request and, as such counsel, we are familiar with
the corporate proceedings taken and to be taken by CSW in connection
with the matter addressed above.
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 it 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 Declaration.
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 proposed transactions are consummated in accordance
with the Application-Declaration, as it may be amended, and subject to
the assumptions and conditions set forth below:
1. CSW is validly organized and duly existing under the
laws of the State of Delaware.
2. All state laws applicable to the proposed transactions
will have been complied with.
3. Any shares of common stock issued or sold by CSW in
connection with the proposed transactions will be validly
issued, fully paid and non-assessable and the holders
thereof will be entitled to the rights and privileges
appertaining thereto set forth in the charter or other
documents defining such rights and privileges.
4. The consummation of the proposed transactions will not
violate the legal rights of the holders of any securities
issued by CSW or any associate company of CSW.
The opinions expressed above in respect of the transactions
described in the Application-Declaration 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.
b. The Securities and Exchange Commission (the
"Commission") shall have duly entered an appropriate order
or orders granting and permitting the Application-
Declaration to become effective with respect to the
transactions described therein.
c. The transactions shall have been accomplished in
accordance with required approvals, authorizations,
consents, certificates and orders of any state commission or
regulatory authority with respect to the consummation of the
transactions and all such required approvals,
authorizations, consents, certificates and orders shall have
been obtained and remain in effect.
d. No act or event other than as described herein shall
have occurred subsequent to the date hereof which would
change the opinions expressed above.
e. The consummation of the transactions shall be conducted
under our supervision and all legal matters incident thereto
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-Declaration.
Very truly yours,
/s/ Milbank, Tweed, Hadley & McCloy
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Exhibit 9
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- )
Filings Under the Public Utility Holding Company Act of 1935 (the
"Act")
______________, 1995
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 ___________ __, 1995, 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 addresses specified below. Proof of service (by affidavit,
or, in 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 (70- )
Central and South West Corporation ("CSW"), a Delaware
corporation and a registered holding company, has filed an
application-declaration pursuant to Sections 6(a) and 7 of the
Public Utility Holding Company Act of 1935, as amended (the
"Act").
CSW proposes to issue and sell up to 5,000,000 shares
of its authorized and unissued common stock, par value $3.50 per
share, (the "Additional Common Stock") to the trustee of the
Central and South West Corporation Thrift Plus (the "Thrift
Plan"), an employee benefit plan intended to be qualified under
Section 401(a) of the Internal Revenue Code of 1986, as amended.
CSW maintains a variety of benefit programs for employees of CSW
and its direct and indirect subsidiaries, including the Thrift
Plan which was originally adopted by the Board of Directors of
CSW and became effective on January 1, 1960. The Thrift Plan was
amended and restated effective January 1, 1991, and has
subsequently been amended on several occasions, most recently in
December 1994. Under the Thrift Plan, participants may
contribute up to 12% of their annual compensation. The Thrift
Plan trustee, pursuant to written direction from each
participating employee, invests funds held in each such
employee's Thrift Plan account under any of five investment
options: (1) the Company Stock Option (the "Stock Option"), (2)
the Fixed Income Option (the "Fixed Income Option"), (3) the
Capital Appreciation Option (the "Capital Appreciation Option"),
(4) the Growth and Income Option (the "Growth and Income Option")
and (5) the Asset Allocation Option (the "Asset Allocation
Option"). Amounts invested in the Stock Option are used to
purchase shares of CSW common stock; amounts invested in the
Fixed Income Option are used to purchase guaranteed investment
contracts or other fixed income securities; amounts invested in
the Capital Appreciation Option are invested in mutual funds that
have a goal of long-term growth with no emphasis on current
income; amounts invested in the Growth and Income Option are
invested in mutual funds that have a goal of both growth and
current income; and amounts invested in the Asset Allocation
Option are invested primarily in mutual funds that have a goal of
maintaining a balanced portfolio comprised primarily of equity
investments. Depending on the participant's length of service
with CSW, CSW matches 50% or 75% of each participant's
contribution up to 6% of such participant's annual compensation.
Employee contributions and matching CSW contributions may be
invested at the employee's option entirely in any one of the five
investment options or divided among the various investment
options in one percent increments. With respect to the Stock
Option, the Thrift Plan trustee presently purchases shares of CSW
common stock in the open market at prevailing market prices.
However, the Thrift Plan permits the trustee to purchase CSW
common stock from any source, including directly from CSW, in the
trustee's discretion. CSW will not be able to require the Thrift
Plan trustee to purchase any shares from CSW, but it is expected
that the trustee will elect to purchase shares from CSW rather
than in the open market because by doing so the trustee will not
have to pay any brokerage fees or commissions. By order dated
October 24, 1978 (HCA Rel. No. 20742)), the Securities and
Exchange Commission (the "Commission") authorized CSW to issue
and sell up to 1,000,000 shares of its authorized and unissued
common stock to the Thrift Plan trustee pursuant to the Thrift
Plan. By order dated December 9, 1980 (HCA Rel. No. 21833), the
Commission authorized CSW to increase from 1,000,000 to 4,000,000
the number of authorized and unissued shares of common stock that
could be issued and sold to the Thrift Plan trustee pursuant to
the Thrift Plan. CSW states that it will use the proceeds from
the sale of such shares for general corporate purposes.
Jonathan G. Katz
Secretary
