<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM U5S
ANNUAL REPORT
For the Year Ended December 31, 1994
Filed pursuant to the Public Utility Holding Company Act of 1935 by
CENTRAL AND SOUTH WEST CORPORATION
1616 Woodall Rodgers Freeway, Dallas, Texas 75202-1234
and
SOUTHWESTERN ELECTRIC POWER COMPANY
428 Travis Street, Shreveport, Louisiana 71156-0001
(Name and address of each registered holding company in the system)
<PAGE> 2
TABLE OF CONTENTS
Page
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1994 3-7
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS 7
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES 7
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES 8
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES 9
ITEM 6. OFFICERS AND DIRECTORS
Part I. Name, Principal business address and positions held
as of December 31, 1994 10-24
Part II. Financial connections as of December 31, 1994 25-26
Part III. Compensation and other related information 27
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS 28-29
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
Part I. Intercompany sales and service 30
Part II. Contracts to purchase services or goods between any
System between any System company and any affiliate 30
Part III. Employment of any person by any System company for
the performance on a continuing basis of management
services 30-31
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES 31
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS
Index to Financial Statements 32
Report of Independent Public Accountants 34
Financial Statements 35-49
Exhibits 50-56
SIGNATURES 57-58
<PAGE> 3
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1994.
<TABLE>
<CAPTION>
Number
of
Common % of Issuer Owner's
Shares Voting Book Book
Name of Company Owned Power Value(1) Value(1)
(thousands) (thousands)
<S> <C> <C> <C> <C> <C>
Central and South West Corporation (CSW
or the Corporation)
Central Power and Light Company (CPL) 6,755,535 100 $1,431,354 $1,431,354
Public Service Company of Oklahoma (PSO) 9,013,000 100 461,499 461,499
Ash Creek Mining Company (ACMC) 383,904 100 (5,486) (5,486)
Southwestern Electric Power Company (SWEPCO) 7,536,640 100 678,122 678,122
The Arklahoma Corporation (ARK) 160 32 629 201
Southwest Arkansas Utilities Corporation 100 100 10 10
West Texas Utilities Company (WTU) 5,488,560 100 271,954 271,954
Transok, Inc. (Transok) 92,186 100 300,739 300,739
Tranpache(2) See(2) See(2) 24,934 12,467
Transok Acquisition Company (TAC) 1,000 100 15,137 15,137
Transok Gas Company (TGC) 1,000 100 15,425 15,425
Transok Gas Processing Company (TGPC) 400 100 3,787 3,787
Transok Gas Gathering Company (TGGC) 1,000 100 Nominal Nominal
East Caddo Gathering System(3) See(3) See(3) 1,245 3,625
Hillsboro Gathering System(4) See(4) See(4) 59 150
Hydro Gathering System(5) See(5) See(5) - -
Laubhin Friesen Gathering System(6) See(6) See(6) 43 126
Limestone Ridge Gathering System(7) See(7) See(7) - -
Mistletoe Gathering System(8) See(8) See(8) 271 1,894
Moody Gathering System(9) See(9) See(9) 7 163
Warrel Gathering System(10) See(10) See(10) 909 1,918
West Caddo Gathering System(11) See(11) See(11) 78 6,348
Stanton Gathering System(12) See(12) See(12) - -
Transok Gas Transmission Company (TGTC) 1,000 100 Nominal Nominal
Transok Properties, Inc.(TPI)(13) 1,000 100 507 507
Downtown Plaza II(13) See(13) See(13) 11,096 5,548
</TABLE>
<PAGE> 4
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS. (continued)
<TABLE>
<CAPTION>
Number
of
Common % of Issuer Owner's
Shares Voting Book Book
Name of Company Owned Power Value(1) Value(1)
(thousands) (thousands)
<S> <C> <C> <C> <C>
Central and South West Services, Inc. (CSWS) 10,000 100 100 100
CSW Leasing, Inc. (CSWL)(14) 800(14) 80(14) 15,374 12,299
CSW Credit, Inc. (CSWCrt) 226 100 43,067 43,067
CSW Communications, Inc. (CSWCom)(15) 1,000 100 (170) (170)
CSW Energy, Inc. (CSWE) 1,000 100 49,687 49,687
CSW Development-I, Inc. (CSWD-I) 1,000 100 14,362 14,362
ARK/CSW Development Partnership (ARK/CSW)(16) See(16) See(16) (13,610) (5,299)
Polk Power GP, Inc. (PPGP)(17) 1,000 50(17) 64 32
Polk Power Partners, L. P. (PPP)(18) See(18) See(18) 1,564 774
Noah I Power GP, Inc. (NGP)(19) 1,000 100 5 5
Noah I Power Partners, L. P. (NPP)(20) See(20) See(20) 16,003 15,123
Brush Cogeneration Partners (Brush)(21) See(21) See(21) 30,774 15,387
Orange Cogeneration GP, Inc. (OCGP)(22) 1,000 50(22) 1 Nominal
CSW Orange, Inc. (CSWO)(23) 1,000 100 1 1
Orange Cogeneration, LP (OCLP)(24) See(24) See(24) 1 See(24)
CSW Mulberry, Inc. (CSWM)(25) 1,000 100 1 1
CSW Development-II, Inc. (CSWD-II) 1,000 100 (1,731) (1,731)
CSW/Entertran Development Partnership
(CSW/Enertran)(26) See(26) See(26) (3,704) (3,241)
CSW Fort Lupton, Inc. (CSWFL) 1,000 100 45,277 45,277
Thermo Cogeneration Partnership(27) See(27) See(27) 27,913 13,957
CSW International, Inc. (CSWI)(28) 1,000 100 (548) (548)
</TABLE>
<PAGE> 5
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS. (continued)
(1) Table reflects investment in common
stock or other equity securities only. At any time and from
time to time, members of the CSW System may also hold affiliate
debt under the CSW System money pool maintained to coordinate
short-term borrowings, as authorized by SEC Order. These loans
are unsecured obligations at rates approximating the CSW's
commercial paper borrowing costs. Money pool balances are
reflected as advances to or from affiliates, which are included
as cash and temporary cash investments and short-term debt,
respectively, on the balance sheets of System companies.
(2) Tranpache is a partnership in which
Transok and a non-affiliated entity each are 50% general
partners.
(3) East Caddo Gas Gathering System is a
partnership in which TGGC owns 50.2% and non-affiliated
entities own 49.8%.
(4) Hillsboro Gathering System is a
partnership in which TGGC owns 23.7% and non-affiliated
entities own 76.3%.
(5) Hydro Gathering System was a partnership
in which TGGC previously owned 90.0% and a non-affiliated
entity previously owned 10.0%. During 1994, TGGC exchanged its
interest in the Stanton Gathering System for the non-affiliated
entity's interest in the Hydro Gathering System and cash,
resulting in TGGC owning 100% of the partnership.
Consequently, the partnership was dissolved in 1994.
(6) Laubhin Friesen Gathering System is a
partnership in which TGGC owns 24.0% and non-affiliated
entities own 76.0%.
(7) Limestone Ridge Gathering System is a
partnership in which TGGC previously owned 57.1% and a non-
affiliated entity previously owned 42.9%. During 1994, TGGC
acquired the non-affiliated entity's interest for cash,
resulting in TGGC owning 100% of the partnership.
Consequently, the partnership was dissolved in 1994.
(8) Mistletoe Gathering System is a
partnership in which TGGC owns 55.0% and non-affiliated
entities own 45.0%.
(9) Moody Gathering System is a partnership
in which TGGC owns 32.2% and non-affiliated entities own 67.8%.
(10) Warrell Gathering System is a
partnership in which TGGC owns 43.7% and non-affiliated
entities own 56.3%.
(11) West Caddo Gathering System is a
partnership in which TGGC owns 50.8% and non-affiliated
entities own 49.2%.
<PAGE> 6
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS. (continued)
entities previously owned 56.8%. During 1994, TGGC exchanged its
interest in Stanton Gathering System for a non-affiliated
entity's interest in the Hydro Gathering System and cash.
Consequently, at December 31, 1994, TGGC no longer owned any
interest in Stanton Gathering System.
(13) Downtown Plaza II is a general
partnership in which TPI and a non-affiliated entity each are
50% general partners.
(14) CSW has agreed to vote its shares for
one director to be nominated by The CIT Group/Capital
Financing, Inc., the owner of the remaining shares of stock.
(15) CSWCom, a Delaware corporation, was
organized on June 17, 1994. CSWCom was organized to, among
other things, develop and provide a communications network for
CSW and its subsidiaries, as well as for certain non-affiliated
third-parties.
(16) ARK/CSW is a general partnership in
which CSWD-I and a non-affiliate each are 50% general partners.
The ARK/CSW Agreement provides generally for the management of
ARK/CSW by management committee.
(17) ARK/CSW owns all of the outstanding
shares of common stock of PPGP.
(18) PPP is a limited partnership in which
CSWD-I holds a 49.5% limited partnership interest and PPGP
holds a 1% general partnership interest. Under the Limited
Partnership Agreement for PPP, PPGP generally has the power and
authority to manage the affairs of PPP, and CSWD-I has such
rights and powers as are customary for a limited partner,
included but not limited to the right (in proportion to its
interest) to consent to certain major transactions.
(19) CSWD-I owns all of the outstanding share
of common stock of NGP.
(20) NPP is a limited partnership in which
CSWD-I holds a 94.5% limited partnership interest and NGP holds
a 1.0% general partnership interest. Under the Limited
Partnership Agreement for NPP, NGP generally has the power and
authority to manage the affairs of NPP, and CSWD-I has such
rights and powers as are customary for a limited partner,
including but not limited to the right (in proportion to its
interest) to consent to certain major transactions.
(21) Brush is a general partnership in which
NPP and a non-affiliated entity each hold 50% general
partnership interests in Brush. Brush is managed by management
committee, with NPP having the power and authority to manage
the affairs of Brush.
<PAGE> 7
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS. (continued)
(22) ARK/CSW owns all of the outstanding shares of common stock
of OCGP.
(23) CSWD-I owns all of the outstanding shares of common stock
of CSWO.
(24) OCLP is a limited partnership in which CSWO holds an 49.5%
limited partnership interest and OCGP holds a 1.0% general
partner interest. The remaining interest is owned by
nonaffiliates of CSWE.
(25) CSWM, a Delaware corporation, was organized on February 3,
1994 to act as limited partner to PPP. CSWM holds a 49.5%
limited partnership interest in PPP. The remaining interests
are owned by nonaffiliates of CSWE. CSWD-I owns all the
outstanding shares of common stock of CSWM.
(26) CSW/Enertran was a general partnership in which CSWD-II
owned an 87.5% general partner and a non-affiliated entity was
a 12.5% general partner. The partnership was dissolved in the
first quarter of 1995.
(27) Thermo Cogeneration Partnership is a limited partnership
in which CSWFL holds a 49% limited partnership interest and a
1% general partnership interest.
(28) CSWI, a Delaware corporaton, was organized on November 9,
1994. CSWI was organized to pursue power generation,
transmission, and distribution projects outside of the United
States.
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS.
During 1994, there were no acquisitions or sales of utility
assets which were not reported in a certificate filed pursuant to
Rule 24.
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM
SECURITIES.
During 1994 there were no System securities issued, sold,
pledged, guaranteed or assumed by any System company, which were
not reported in a certificate filed pursuant to Rule 24.
<PAGE> 8
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES.
The following System securities were acquired, redeemed or retired by
System companies during 1994.
Extinguished (E) Commission
or Held for Authorization
Name of Issuer and Further or
Title of Issue Consideration Disposition(D) Exemption
(thousands)
CPL
First Mortgage Bonds
Series Z, 9-3/8%, due 2019 618 E Rule 42
Pollution Control Revenue Bonds
Series 1974A, 7-1/8%, due 2004 255 E Rule 42
Note Payable
6-1/2%, due 1995 204 E Rule 42
Preferred Stock
10.05% Series 26,965 E Rule 42
SWEPCO
First Mortgage Bonds
Series U, 9-1/8%, due 2019 6,151 E Rule 42
Series 1976A, 6.2%, due 2006 145 E Rule 42
Preferred Stock
6.95% Series 1,200 E Rule 42
WTU
First Mortgage Bonds
Series G, 7-1/4%, due 1999 12,127 E Rule 42
Series O, 9-1/4%, due 2019 8,603 E Rule 42
Preferred Stock
7.25% Series 4,700 E Rule 42
<PAGE> 9
ITEM 5. INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES.
Aggregate number of investments in persons operating in the retail
service areas.
Aggregate Carrying
Number Value
(thousands)
CPL 15 $ 22
PSO 34 3,167
$ 3,189
The types of investments included above include such items as economic
development and industrial park projects. There were no other
investments in securities of non-System companies.
<PAGE> 10
ITEM 6. OFFICERS AND DIRECTORS - PART I.
The positions of officers and directors of all System
companies as of December 31, 1994 were as
follows.
NAME AND ADDRESS POSITION
CENTRAL AND SOUTH WEST CORPORATION
T. J. Barlow (1) Houston, TX D
Glenn Biggs San Antonio, TX D
Molly Shi Boren Norman, OK D
E. R. Brooks Dallas, TX D,CM,P&CEO
Donald M. Carlton Austin, TX D
Lawrence E. DeSimone Dallas, TX VP
Joe H. Foy Kerrville, TX D
Frederic L. Frawley Dallas, TX S
Thomas M. Hagan Dallas, TX VP
Wendy G. Hargus Dallas, TX C
G. Holman King Dallas, TX VP
Robert W. Lawless Lubbock, TX D
Harry D. Mattison Dallas, TX D&EVP
Stephen J. McDonnell Dallas, TX T
Ferd. C. Meyer, Jr. Dallas, TX SVP&GC
James L. Powell Fort McKavett, TX D
Kenneth C. Raney Dallas, TX VP&AGC
Arthur E. Rasmussen (1) Walton, NY D
Glenn D. Rosilier Dallas, TX SVP&CFO
T. V. Shockley, III Dallas, TX D&EVP
Michael D. Smith Dallas, TX VP
J. C. Templeton Houston, TX D
Lloyd D. Ward Dallas, TX D
(1) Mr. Barlow and Mr. Rasmussen retired from the Board of
Directors in 1995.
<PAGE> 11
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
CENTRAL POWER AND LIGHT COMPANY
Shirley S. Briones Tulsa, OK T
E. R. Brooks Dallas, TX D
Robert R. Carey Corpus Christi, TX D,P&CEO
Alice Crisp Corpus Christ, TX AS
R. Russell Davis Tulsa, OK C
Ruben M. Garcia Laredo, TX D
Nancy Johnson Corpus Christi, TX AS
David L. Hooper Corpus Christi, TX D&VP
Harry D. Mattison Dallas, TX D
Robert A. McAllen Weslaco, TX D
Pete Morales, Jr. Devine, TX D
S. Loyd Neal, Jr. Corpus Christi, TX D
Jim L. Peterson Corpus Christi, TX D
H. Lee Richards Harlingen, TX D
Melanie J. Richardson Corpus Christi, TX D&VP
J. Gonzalo Sandoval Corpus Christi, TX D&VP
David P. Sartin Corpus Christi, TX S
Gerald E. Vaughn Corpus Christi, TX D
<PAGE> 12
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
PUBLIC SERVICE COMPANY OF OKLAHOMA
Shirley S. Briones Tulsa, OK T
E. R. Brooks Dallas, TX D
Harry A. Clarke Afton, OK D
R. Russell Davis Tulsa, OK C
Lina P. Holm Tulsa, OK AS
Paul K. Lackey, Jr. Tulsa, OK D
Paula Marshall-Chapman Tulsa, OK D
Harry D. Mattison Dallas, TX D
William R. McKamey Tulsa, OK D&VP
Mary M. Polfer Tulsa, OK D&VP
Betsy J. Powers Tulsa, OK S
M. Louis Satterfield-Winsworth Tulsa, OK AS
Robert B. Taylor, Jr., D.D.S. Okmulgee, OK D
Robert L. Zemanek Tulsa, OK D,P&CEO
Waldo J. Zerger, Jr. Tulsa, OK D&VP
ASH CREEK MINING COMPANY
Sandra Bennett Tulsa, OK CMPT
Kit Hill Tulsa, OK S&T
Lina Holm Tulsa, OK AS&AT
Masoud Keyan Dallas, TX VP&COO
William R. McKamey Tulsa, OK D
Mary M. Polfer Tulsa, OK D
E. Michael Williams Tulsa, OK P&D
Robert L. Zemanek Tulsa, OK D,CM&CEO
Waldo J. Zerger, Jr. Tulsa, OK D
<PAGE> 13
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
SOUTHWESTERN ELECTRIC POWER COMPANY
Richard H. Bremer Shreveport, LA D,P&CEO
Shirley S. Briones Tulsa, OK T
E. R. Brooks Dallas, TX D
Judith Culver Shreveport, LA AS
R. Russell Davis Tulsa, OK C
James E. Davison Ruston, LA D
Al P. Eason, Jr. Fayetteville, AR D
W. J. Googe, Jr. Shreveport, LA D&VP
Dr. Fredrick E. Joyce Texarkana, TX D
Michael E. Madison Shreveport, LA D&VP
Harry D. Mattison Dallas, TX D
Marvin R. McGregor Shreveport, LA D&VP
William C. Peatross Shreveport, LA D
Jack L. Phillips Gladewater, TX D
Elizabeth D. Stephens Shreveport, LA S
THE ARKLAHOMA CORPORATION
John W. Harbour, Jr. Oklahoma City, OK D&P
T. J. Wright New Orleans, LA D&VP
D. J. Rich Oklahoma City, OK D,S&T
SOUTHWEST ARKANSAS UTILITIES COMPANY
Charles E. Clinehens, Jr. Fayetteville, AR D,S&T
Thomas H. DeWeese Fayetteville, AR D&P
J. C. Martin Texarkana, TX D&VP
<PAGE> 14
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
WEST TEXAS UTILITIES COMPANY
Richard F. Bacon Abilene, TX D
Harwell Barber Abilene, TX D
Shirley S. Briones Tulsa, OK T
E. R. Brooks Dallas, TX D
Paul J. Brower Abilene, TX D&VP
T. D. Churchwell Abilene, TX D&EVP
R. Russell Davis Tulsa, OK C
Glenn Files Abilene, TX D,P&CEO
Harry D. Mattison Dallas, TX D
Tommy Morris Abilene, TX D
Martha Murray Abilene, TX S
Dian G. Owen Abilene, TX D
James M. Parker Abilene, TX D
Dennis M. Sharkey Abilene, TX D&VP
F. L. Stephens San Angelo, TX D
Donald A. Welch Abilene, TX D&VP
<PAGE> 15
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
TRANSOK, INC.
Deborah B. Barnes Tulsa, OK AS
F. J. Becraft (1) Tulsa, OK D,P&CEO
Merle L. Borchelt Dallas, TX D
E. R. Brooks Dallas, TX D
Durwood Chalker Dallas, TX D
Kenton W. Fulton Tulsa, OK AS
H. Earl Glimp Tulsa, OK VP
B. J. Harris Tulsa, OK D
Melody Jones Tulsa, OK AT
Harry D. Mattison Dallas, TX D
James N. McGrew Tulsa, OK C
Floyd Nickerson Tulsa, OK VP
Michael D. Palmer Tulsa, OK AS
L.C. Randolph, Jr. Tulsa, OK VP
Thomas V. Shockley, III Dallas, TX D
Jack M. Spinks Tulsa, OK VP
O. T. Stewart Tulsa, OK VP&T
Richard Zieren Tulsa, OK VP,S&GC
(1) Mr. Becraft will resign effective May 2, 1995.
TRANSOK ACQUISITION COMPANY
Deborah B. Barnes Tulsa, OK AS
F. J. Becraft (1) Tulsa, OK D&P
Kenton W. Fulton Tulsa, OK AS
H. Earl Glimp Tulsa, OK D&VP
James N. McGrew Tulsa, OK C
Floyd Nickerson Tulsa, OK D&VP
Michael D. Palmer Tulsa, OK AS
L. C. Randolph, Jr. Tulsa, OK D
Jack Spinks Tulsa, OK D&VP
Richard Zieren Tulsa, OK D,VP&S
(1) Mr. Becraft will resign effective May 2, 1995.
<PAGE> 16
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
TRANSOK GAS COMPANY
Deborah B. Barnes Tulsa, OK AS
F. J. Becraft (1) Tulsa, OK D&P
Kenton W. Fulton Tulsa, OK AS
H. Earl Glimp Tulsa, OK D&VP
James N. McGrew Tulsa, OK C
Michael D. Palmer Tulsa, OK AS
L. C. Randolph, Jr. Tulsa, OK D&VP
Jack Spinks Tulsa, OK D
O. T. Stewart Tulsa, OK VP
Richard Zieren Tulsa, OK S
(1) Mr. Becraft will resign effective May 2, 1995.
TRANSOK GAS PROCESSING COMPANY
Deborah B. Barnes Tulsa, OK AS
F. J. Becraft (1) Tulsa, OK D&P
Kenton W. Fulton Tulsa, OK AS
H. Earl Glimp Tulsa, OK D&VP
James N. McGrew Tulsa, OK C
Michael D. Palmer Tulsa, OK AS
L. C. Randolph, Jr. Tulsa, OK D&VP
Jack Spinks Tulsa, OK D
O. T. Stewart Tulsa, OK VP
Richard Zieren Tulsa, OK S
(1) Mr. Becraft will resign effective May 2, 1995.
<PAGE> 17
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
TRANSOK GAS GATHERING COMPANY
Deborah B. Barnes Tulsa, OK AS
F. J. Becraft (1) Tulsa, OK D&P
Kenton W. Fulton Tulsa, OK AS
H. Earl Glimp Tulsa, OK D&VP
James N. McGrew Tulsa, OK C
Michael D. Palmer Tulsa, OK AS
L. C. Randolph, Jr. Tulsa, OK D&VP
Jack Spinks Tulsa, OK D
O. T. Stewart Tulsa, OK VP
Richard Zieren Tulsa, OK S
(1) Mr. Becraft will resign effective May 2, 1995.
TRANSOK GAS TRANSMISSION COMPANY
Deborah B. Barnes Tulsa, OK AS
F. J. Becraft (1) Tulsa, OK D&P
Kenton W. Fulton Tulsa, OK AS
H. Earl Glimp Tulsa, OK D&VP
James N. McGrew Tulsa, OK C
Michael D. Palmer Tulsa, OK AS
L. C. Randolph, Jr. Tulsa, OK D&VP
Jack Spinks Tulsa, OK D
O. T. Stewart Tulsa, OK VP
Richard Zieren Tulsa, OK S
(1) Mr. Becraft will resign effective May 2, 1995.
TRANSOK PROPERTIES, INC.
Deborah B. Barnes Tulsa, OK AS
F. J. Becraft (1) Tulsa, OK D&P
Kenton W. Fulton Tulsa, OK AS
H. Earl Glimp Tulsa, OK D&VP
James N. McGrew Tulsa, OK C
Floyd Nickerson Tulsa, OK D&VP
Michael D. Palmer Tulsa, OK AS
L. C. Randolph, Jr. Tulsa, OK D
Jack Spinks Tulsa, OK D&VP
Richard Zieren Tulsa, OK S
(1) Mr. Becraft will resign effective May 2, 1995.
<PAGE> 18
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
CENTRAL AND SOUTH WEST SERVICES, INC.
F. J. Becraft (1) Tulsa, OK D
Sandra Bennett Tulsa, OK AC
Richard H. Bremer Shreveport, LA D
Shirley S. Briones Tulsa, OK T
E. R. Brooks Dallas, TX D&CH
Robert R. Carey Corpus Christi, TX D
Larry B. Connors Dallas, TX VP
R. Russell Davis Tulsa, OK C
Terry Dennis Dallas, TX D
Leslie E. Dillahunty Dallas, TX VP
William R. Elmore Tulsa, OK VP
M. Bruce Evans (2) Dallas, TX D&P
Glenn Files Abilene, TX D
Frederic L. Frawley Dallas, TX S
Preston Kissman Dallas, TX VP
Harry D. Mattison Dallas, TX D&CEO
Cathy Means Dallas, TX VP
Ferd. C. Meyer, Jr. Dallas, TX SVP
Glenn D. Rosilier Dallas, TX D&SVP
Donald A. Shahan Tulsa, OK VP
Thomas V. Shockley, III Dallas, TX D
Gerald E. Vaughn Corpus Christi, TX VP
Richard P. Verret (3) Dallas, TX D&P
Dale E. Ward Dallas, TX VP
E. Michael Williams Dallas, TX VP
Robert L. Zemanek Tulsa, OK D
(1) Mr. Becraft will resign effective May 2, 1995.
(2) Mr. Evans is President of Central and South West
Services, Inc.--Operation Services.
(3) Mr. Verret is President of Central and South West
Services, Inc.--Production Services.
<PAGE> 19
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
CSW LEASING, INC.
E. R. Brooks Dallas, TX D&CH
Kenneth I. Brown New York, NY SVP
Elmo Chin New York, NY AC
Ira Finkelson New York, NY AS
Frederic L. Frawley Dallas, TX S
Jeffrey C. Knittle New York, NY SVP
Wendy G. Hargus Dallas, TX C
Harry D. Mattison Dallas, TX VP
Stephen J. McDonnell Dallas, TX T
Ferd. C. Meyer, Jr. Dallas, TX D&VP
Glenn D. Rosilier Dallas, TX D&P
Leo Sheer New York, NY AS
Thomas V. Shockley, III Dallas, TX D&VP
Jean B. Stein New York, NY SVP
Nikita Zdanow New York, NY D
CSW CREDIT, INC.
E. R. Brooks Dallas, TX D&CH
Frederic L. Frawley Dallas, TX S
Wendy G. Hargus Dallas, TX C
Harry D. Mattison Dallas, TX D
Stephen J. McDonnell Dallas, TX VP
Ferd. C. Meyer, Jr. Dallas, TX D
Glenn D. Rosilier Dallas, TX D&P
Thomas V. Shockley, III Dallas, TX D
Stephen D. Wise Dallas, TX VP
CSW COMMUNICATIONS, INC.
Shirley S. Briones Tulsa, OK T
E. R. Brooks Dallas, TX D
Lawrence E. DeSimone Dallas, TX D&P
Frederic L. Frawley Dallas, TX S
Harry D. Mattison Dallas, TX D
Ferd. C. Meyer, Jr. Dallas, TX D
Glenn D. Rosilier Dallas, TX D
Thomas V. Shockley, III Dallas, TX D
<PAGE> 20
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
CSW ENERGY, INC.
Lee D. Atkins Dallas, TX VP
Shirley S. Briones Tulsa, OK T
E. R. Brooks Dallas, TX D&CM
Terry D. Dennis Dallas, TX D,P&CEO
Frederic L. Frawley Dallas, TX S
Paul E. Graf Dallas, TX VP
Harry D. Mattison Dallas, TX D&VP
Ferd. C. Meyer, Jr. Dallas, TX D,VP&GC
Michael T. Moran Dallas, TX VP
Eddie D. Peebles Dallas, TX C
Glenn D. Rosilier Dallas, TX D&VP
Thomas V. Shockley, III Dallas, TX D&VCM
CSW DEVELOPMENT-I, INC.
Lee D. Atkins Dallas, TX VP
E. R. Brooks Dallas, TX D&CM
Terry D. Dennis Dallas, TX D,P&CEO
Frederic L. Frawley Dallas, TX S
Paul E. Graf Dallas, TX VP
Harry D. Mattison Dallas, TX D&VP
Stephen J. McDonnell Dallas, TX T
Ferd. C. Meyer, Jr. Dallas, TX D,VP&GC
Michael T. Moran Dallas, TX VP
Glenn D. Rosilier Dallas, TX D&VP
Thomas V. Shockley, III Dallas, TX D&VCM
Michael D. Smith Dallas, TX C
<PAGE> 21
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
CSW ORANGE, INC.
E. R. Brooks Dallas, TX D
Terry D. Dennis Dallas, TX D&P
Frederic L. Frawley Dallas, TX S
Harry D. Mattison Dallas, TX D
Stephen J. McDonnell Dallas, TX T
Ferd C. Meyer, Jr. Dallas, TX D
Glenn D. Rosilier Dallas, TX D
Thomas V. Shockley, III Dallas, TX D
NOAH I POWER GP, INC.
Lee D. Atkins Dallas, TX D,VP&S
Terry D. Dennis Dallas, TX D&P
Bradley D. Samuelson Dallas, TX D,VP&T
ORANGE COGENERATION GP, INC.
Lee D. Atkins Dallas, TX D&SVP
Leslie C. Confair Laguna Hills, CA D&SVP
Arnold R. Klann Laguna Hills, CA D&P
William Malenius Laguna Hills, CA VP&GM
Michael T. Moran Dallas, TX CEO
D. G. Reese Laguna Hills, CA S
Bradley D. Samuelson Dallas, TX D
Phillip T. Schnorbach Laguna Hills, CA AS
Jack D. Strube Laguna Hills, CA VP&CFO
POLK POWER GP, INC.
Lee D. Atkins Dallas, TX D&SVP
Leslie C. Confair Laguna Hills, CA D&CEO
Nancy Jones Bartow, FL VP&GM
Arnold R. Klann Laguna Hills, CA D&SVP
Michael T. Moran Dallas, TX D&P
D. G. Reese Laguna Hills, CA AS
Phillip T. Schnorbach Laguna Hills, CA S
Jack D. Strube Laguna Hills, CA VP&CFO
<PAGE> 22
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
CSW MULBERRY, INC.
Lee D. Atkins Dallas, TX VP&T
E. R. Brooks Dallas, TX D&CM
Terry D. Dennis Dallas, TX D&P
Frederic L. Frawley Dallas, TX S
Paul E. Graf Dallas, TX VP
Harry D. Mattison Dallas, TX D
Ferd. C. Meyer, Jr. Dallas, TX D
Michael T. Moran Dallas, TX VP
Glenn D. Rosilier Dallas, TX D
Thomas V. Shockley, III Dallas, TX D
CSW DEVELOPMENT-II, INC.
E. R. Brooks Dallas, TX D&CM
Terry D. Dennis Dallas, TX D,P&CEO
Frederic L. Frawley Dallas, TX S
Harry D. Mattison Dallas, TX D&VP
Stephen J. McDonnell Dallas, TX T
Ferd. C. Meyer, Jr. Dallas, TX D,VP&GC
Glenn D. Rosilier Dallas, TX D&VP
Thomas V. Shockley, III Dallas, TX D&VCM
Michael D. Smith Dallas, TX C
CSW FORT LUPTON, INC.
E. R. Brooks Dallas, TX D&M
Terry D. Dennis Dallas, TX D&P
Frederic L. Frawley Dallas, TX S
Harry D. Mattison Dallas, TX D
Ferd C. Meyer, Jr. Dallas, TX D
Glenn D. Rosilier Dallas, TX D
Thomas V. Shockley, III Dallas, TX D
<PAGE> 23
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
CSW INTERNATIONAL, INC.
Lee D. Atkins Dallas, TX VP
Shirley S. Briones Tulsa, OK T
E. R. Brooks Dallas, TX D&CM
Terry D. Dennis Dallas, TX D,P&CEO
Frederic L. Frawley Dallas, TX S
Paul E. Graf Dallas, TX VP
Harry D. Mattison Dallas, TX D&VP
Ferd. C. Meyer, Jr. Dallas, TX D,VP&GC
Michael T. Moran Dallas, TX VP
Eddie D. Peebles Dallas, TX C
Glenn D. Rosilier Dallas, TX D&VP
Thomas V. Shockley, III Dallas, TX D&VCM
<PAGE> 24
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NOTE: Other System companies are entities not having officers and directors.
Positions are indicated above by the following symbols:
AC -- Assistant Controller
AGC -- Assistant General Counsel
AS -- Assistant Secretary
AT -- Assistant Treasurer
C -- Controller
CEO -- Chief Executive Officer
CFO -- Chief Financial Officer
CM -- Chairman
CMPT -- Comptroller
COO -- Chief Operating Officer
D -- Director
EVP -- Executive Vice President
GC -- General Council
GM -- General Manager
P -- President
S -- Secretary
SVP -- Senior Vice President
T -- Treasurer
VP -- Vice President
VCM -- Vice Chairman
<PAGE> 25
ITEM 6. OFFICERS AND DIRECTORS - Part II.
Financial Connections - The following is a list, as of December
31, 1994, of all officers and directors of each System company
who have financial connections within the provisions of Section
17(c) of the Public Utility Holding Company Act of 1935.
<TABLE>
<CAPTION>
Position Applicable
Held in Exemption
Name of Officer Financial Rules
or Director Name and Location of Financial Institution Institution
(1) (2) (3) (4)
<S> <S> <S> <C>
CENTRAL AND SOUTH WEST CORPORATION
Robert W. Lawles Salomon Brothers Fund, New York, NY Director Rule 70 (b)
Salomon Brothers Capital Fund, New York, NY Director Rule 70 (b)
Salomon Brothers Investors Fund, New York, NY Director Rule 70 (b)
Arthur E. Delaware Bancshares Inc., Walton, NY Director Rule 70 (b)
Rasmussen (1) Household International, Inc., Prospect Heights, IL Director Rule 70 (b)
The National Bank of Delaware County, Walton, NY Director Rule 70 (b)
James L. Powell Southwest Bancorp of Sanderson, Sanderson, TX Director Rule 70 (a)
First National Bank, Eldorado, TX Director Rule 70 (a)
First National Bank, Mertzon, TX Advisory Rule 70 (a)
Director
(1) Mr. Rasmussen retired from the Board of Directors in 1995.
CENTRAL POWER AND LIGHT COMPANY
Robert R. Carey Corpus Christi NationsBank, Corpus Christi, TX Director Rule 70 (c)
and (f)
Pete Morales, Jr. The Bank of Texas, Devine, TX Director Rule 70 (c)
Jim L. Peterson Mercantile Bank of Corpus Christi, Corpus Christi, TX Director Rule 70 (c)
</TABLE>
<PAGE> 26
ITEM 6. OFFICERS AND DIRECTORS - Part II. (continued)
<TABLE>
<CAPTION>
Position Applicable
Held in Exemption
Name of Officer Financial Rules
or Director Name and Location of Financial Institution Institution
(1) (2) (3) (4)
<S> <S> <S> <C>
PUBLIC SERVICE OF OKLAHOMA
Paul K. Lackey, Bank IV - Tulsa, Tulsa, OK Advisory Rule 70 (c)
Jr. Director
SOUTHWESTERN ELECTRIC POWER COMPANY
Richard H. Bremer Commercial National Bank, Shreveport, LA Director Rule 70 (c)
and (f)
Deposit Guaranty Corporation, Jackson, MS Director Rule 70 (d)
and (f)
Dr. Frederick E. State First National Bank, Texarkana, AR Director Rule 70 (c)
Joyce State First Financial Corporation, Texarkana, AR Director Rule 70 (c)
First Commerical Corporation, Little Rock, AR Director Rule 70 (c)
William C. Commercial National Bank, Shreveport, LA Director Rule 70 (c)
Peatross
Jack L. Phillips Longview National Bank, Longview, TX Director Rule 70 (c)
WEST TEXAS UTILITIES COMPANY
Glenn Files First National Bank of Abilene, Abilene, TX Director Rule 70 (c)
and (f)
Dian G. Owen First Financial Bankshares, Inc., Abilene, TX Director Rule 70 (c)
First National Bank of Abilene, Abilene, TX Director Rule 70 (c)
James M. Parker First Financial Bankshares, Inc., Abilene, TX; Director Rule 70 (c)
First National Bank of Abilene, Abilene, TX Director Rule 70 (c)
F. L. Stephens Norwest Texas, Lubbock, TX Director Rule 70 (c)
</TABLE>
<PAGE> 27
ITEM 6. OFFICERS AND DIRECTORS - Part III.
(a) and (b) Directors' and Executive Officers' Compensation
and Security Interests.
Information concerning compensation and interests in system
securities is set forth on Exhibit F-1 to this Form U5S and
is incorporated herein by reference.
(c) Directors' and Executive Officers' Contracts and
Transactions with System Companies.
The Corporation has retained Glenn Biggs under a Memorandum of
Agreement dated October 1, 1993 to pursue special business
development activities in Mexico on behalf of the Corporation.
This agreement, which provides for a monthly fee of $10,000,
lasts through December 31, 1995, and may be extended by mutual
agreement between Mr. Biggs and the Corporation.
(d) Indebtedness of Directors or Executive Officers to System
Companies.
None.
(e) Directors' and Executive Officers' Participation in Bonus
and Profit-Sharing Arrangements and Other Benefits.
See Exhibit F-1 for a description of the participation of
directors and executive officers of System companies in bonus and
profit-sharing arrangements and other benefits.
(f) Directors' and Executive Officers' rights to Indemnity.
The state laws under which each of the companies is incorporated
provide broadly for indemnification of directors and officers
against claims and liabilities against them in their capacities
as such. Each of the companies' charters or by-laws also
provides for indemnification of directors and officers. In
addition, directors and executive officers of Central and South
West Corporation and all subsidiary companies are insured under
directors' and officers' liability policies issued to Central and
South West Corporation by Federal Insurance Company, Warren,
NewJersey; Associated Electric & Gas Insurance Services, Ltd.
Hamilton, Bermuda; Energy Insurance Mutual, Ltd.,Tampa, Florida;
A.C.E. Insurance Company, Ltd., Hamilton, Bermuda; and X. L.
Insurance Company, Ltd., Hamilton, Bermuda. All policies are for
the period April 27, 1994 to April 27, 1995. The Corporation has
entered into a standard form of indemnity agreement with each of
its directors and officers.
<PAGE> 28
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS.
(1) None of the System companies made any expenditures,
disbursements, or payments, in money goods or services directly or
indirectly to or for the account of any political party, candidate
for public office or holder of such office, holder of any committee
or agent thereof in 1994.
(2) Expenditures, disbursements, or payments, in money, goods or
services, directly or indirectly to or for the account of any
citizens group, or public relations counsel were as follows for
1994:
<TABLE>
<CAPTION>
Name of Company Name of Recipient of Beneficiary Purpose Account Charged Amount
<S> <C> <C> <C> <C>
CPL Texas Chamber of Commerce Area Development Admin. and General $ 15,000
Less than $10,000-37 Beneficiaries Area Development Income Deduction 60,466
Less than $10,000-55 Beneficiaries Area Development Admin. and General 40,882
$ 116,348
PSO Metropolitan Tulsa Civic Activity, Income Deductions,
Chamber of Commerce Area Development, Customer Service
Energy Awareness and Admin. and General
Activity $ 75,095
Lawton Chamber of Commerce Civic Activity Distribution, Customer
Service, Admin. and General 15,573
Oklahoma State Civic Activity Income Deduction, Distibution,
Chamber of Commerce Customer Service and
Admin. and General 53,145
Less than $10,000-4 Beneficiaries Area Development Income Deductions,
Distribution, Customer
Service, Admin. and General 10,250
Less than $10,000-91 Beneficiaries Civic Activity Income Deductions, Distribution,
Customer Service, Admin. and
General 57,459
$ 211,522
</TABLE>
<PAGE> 29
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS. (continued)
<TABLE>
<CAPTION>
Name of Company Name of Recipient of Beneficiary Purpose Account Charged Amount
<S> <C> <C> <C> <C>
SWEPCO Less than $10,000-97 Beneficiaries Civic Activity Income Deductions, Admin. and
General, Various Assets $ 44,127
WTU Texas Chamber of Commerce Distribution, Admin. and General $ 12,240
Area Development
Abilene Industrial Foundation Area Development Admin. and General 10,000
Less than $10,000-54 Beneficiaries Area Development Income Deductions, Distribution,
Admin. and General, and
Various Assets 32,899
$ 55,139
TRANSOK Tulsa Public Schools Civic Activity Income Deduction $ 22,129
Less than $10,000-116 Beneficiaries Civic Activity Income Deduction 66,579
$ 88,708
</TABLE>
<PAGE> 30
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS.
Part I.Except those specifically excluded per reporting
instructions, there were no contracts for services,
including engineering or construction services, or goods
supplied or sold by a System company to another System
company for 1994.
The electric subsidiary companies and Transok have contracts with
CSW Credit, Inc. for the sale of accounts receivable which were
in effect at year-end 1994.
Serving Receiving Date of
Company Company Compensation Contracts
CPL CSWCrt $ 8,303,793 1/02/91
PSO CSWCrt 6,549,886 1/02/91
SWEPCO CSWCrt 4,604,553 1/02/91
WTU CSWCrt 2,262,747 1/02/91
TRANSOK CSWCrt 4,029,917 1/02/91
$ 25,750,896
Part II. The System companies had no contracts to purchase
services or goods during 1994 from any affiliate (other
than a System company) or from a company, in which any
officer or director of the receiving company is a partner
or owns 5 percent or more of any class of equity
securities, except as reported in Item 6.
Part III. The following System companies employ those listed
below for the performance on a continuing basis of
management, supervisory or financial advisory services.
System companies participating in an insurance trust, administered
by M. Wilson and Associates, Inc., under the direction of eight
Trustees, and the net amounts paid for services and for
protection against property and casualty losses for 1994 were as
follows:
Central Power and Light Company $ 9,300,383
Public Service Company of Oklahoma 7,929,769
Southwestern Electric Power Company 5,986,040
West Texas Utilities Company 3,075,792
Transok, Inc. 533,305
Central and South West Services, Inc. 67,681
$ 26,892,970
<PAGE> 31
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS. (continued)
As of December 31, 1994, Trustees of the Trust Fund were:
Trustee Position Company
Mary Polfer Vice President, Public Service Company of Oklahoma
Administration
Melanie J. Richardson Vice President, Central Power and Light Company
Corporate Services
William N. English Treasurer & Kentucky Utilities Company
Assistant Secretary
Larry B. Connors Vice President, Central and South West Services, Inc.
Administration-
Operation Services
W. J. Googe, Jr. Vice President, Southwestern Electric Power Company
Corporate Services
Steve Joiner Risk Manager, West Texas Utilities Company
Risk Management
Department
James N. McGrew Controller Transok, Inc.
Harold E. Gustrowsky Manager, Wisconsin Power & Light Company
Risk Management
Department
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES.
As of December 31, 1994, no System Companies had an ownership
interest in an exempt wholesale generator or a foreign utility
company.
<PAGE> 32
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS.
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 1994
Page
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 34
CONSOLIDATING FINANCIAL STATEMENTS
Central and South West Corporation and Subsidiary Companies
Consolidating Statement of Income for the year ended
December 31, 1994 35
Consolidating Balance Sheet as of December 31, 1994 36-37
Consolidating Statement of Cash Flows for the year
ended December 31, 1994 38
Consolidating Statement of Retained Earnings for the
year ended December 31, 1994 39
Pursuant to Exhibit A, the annual report on Form 10-K for CSW,
CPL, PSO, SWEPCO and WTU are incorporated herein by reference.
<PAGE> 33
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS. (continued)
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 1994
Page
Transok, Inc. and subsidiary companies (unaudited)
Consolidating Statement of Income for the year ended
December 31, 1994 40
Consolidating Balance Sheet as of December 31, 1994 41-42
Consolidating Statement of Cash Flows for the year
ended December 31, 1994 43
Consolidating Statement of Retained Earnings for the
year ended December 31, 1994 44
CSW Energy, Inc. and subsidiary companies (unaudited)
Consolidating Statement of Income for the year ended
December 31, 1994 45
Consolidating Balance Sheet as of December 31, 1994 47-48
Statement of Cash Flows for the year ended December 31, 1994 48
Consolidating Statement of Retained Earnings for the
year ended December 31, 1994 49
<PAGE> 34
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Central and South West Corporation:
We have audited the consolidated balance sheet of Central and
South West Corporation (a Delaware corporation) and subsidiaries
as of December 31, 1994, and the related consolidated statements
of income, retained earnings and cash flows for the year then
ended, incorporated by reference herein. These consolidated
financial statements and the consolidating schedules referred to
below are the responsibility of the Corporation's management.
Our responsibility is to express an opinion on these consolidated
financial statements and schedules based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the consolidated financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
consolidated financial statements. An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements
referred to above present fairly, in all material respects, the
financial position of Central and South West Corporation and
subsidiaries as of December 31, 1994, and the results of their
operations and their cash flows for the year then ended in
conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the
basic consolidated financial statements taken as a whole. The
consolidating schedules of Central and South West Corporation and
subsidiaries listed in Item 10 are presented for purposes of
complying with the Securities and Exchange Commission's rules and
regulations under the Public Utility Holding Company Act of 1935
and are not a required part of the basic consolidated financial
statements. These consolidating schedules have been subjected to
the auditing procedures applied in our audit of the basic
consolidated financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic
consolidated financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Dallas, Texas,
February 13, 1995
<PAGE> 35
<TABLE>
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENTS OF
INCOME FOR THE YEAR ENDED DECEMBER 31, 1994
(MILLIONS, EXCEPT PER SHARE AMOUNTS)
<CAPTION>
CSW CON CPL PSO SWEPCO WTU TRANSOK* CSW CSWS CSWCom CSWL CSWCrt CSWE* CSWI ELIM
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
OPERATING REVENUES
Electric
Residential 1,156 474 296 267 119 0 0 0 0 0 0 0 0 0
Commercial 836 368 227 174 66 0 0 0 0 0 0 0 0 1
Industrial 733 272 165 244 53 0 0 0 0 0 0 0 0 (1)
Sales for resale 204 51 35 103 67 0 0 0 0 0 0 0 0 (52)
Other 136 53 17 37 38 0 0 0 0 0 0 0 0 (9)
Total electric 3,065 1,218 740 825 343 0 0 0 0 0 0 0 0 (61)
Gas 518 0 0 0 0 647 0 0 0 0 0 0 0 (129)
Other diversified 40 0 0 0 0 0 0 0 0 0 59 12 0 (31)
3,623 1,218 740 825 343 647 0 0 0 0 59 12 0 (221)
OPERATING EXPENSES AND TAXES
Fuel and purchased power 1,161 371 351 357 136 0 0 0 0 0 0 0 0 (54)
Gas purchased for resale 276 0 0 0 0 405 0 0 0 0 0 0 0 (129)
Gas extraction and
marketing 98 0 0 0 0 98 0 0 0 0 0 0 0 0
Other operating expense 596 225 120 118 66 49 30 197 0 0 17 17 1 (244)
Restructuring charges (9) 0 0 (5) (2) 0 (2) 0 0 0 0 0 0 0
Maintenance 176 69 45 43 15 5 0 5 0 0 0 0 0 (6)
Depreciation and
amortization 356 142 63 80 32 32 1 6 0 0 0 1 0 (1)
Taxes, other than federal
income 196 80 32 46 23 12 2 7 0 0 1 0 0 (7)
Federal income taxes 179 75 31 40 18 7 3 0 0 0 3 2 0 0
3,029 962 642 679 288 608 34 215 0 0 21 20 1 (441)
OPERATING INCOME 594 256 98 146 55 39 (34) (215) 0 0 38 (8) (1) 220
OTHER INCOME AND DEDUCTIONS
Mirror CWIP liability
amortization 68 68 0 0 0 0 0 0 0 0 0 0 0 0
AFUDC-equity 6 1 1 4 0 0 0 0 0 0 0 0 0 0
Other 37 2 1 3 4 2 461 220 0 1 0 18 0 (675)
111 71 2 7 4 2 461 220 0 1 0 18 0 (675)
INCOME BEFORE INTEREST
CHARGES 705 327 100 153 59 41 427 5 0 1 38 10 (1) (455)
INTEREST CHARGES
Interest on long-term debt 218 111 30 43 19 15 0 1 0 0 0 0 0 (1)
Interest on short-term debt
and other 82 12 3 8 3 1 33 4 0 0 31 8 0 (21)
AFUDC-debt (7) (2) (1) (3) 0 0 0 0 0 0 0 0 0 (1)
293 121 32 48 22 16 33 5 0 0 31 8 0 (23)
NET INCOME 412 206 68 105 37 25 394 0 0 1 7 2 (1) (432)
Preferred stock dividends 18 14 1 3 0 0 0 0 0 0 0 0 0 0
NET INCOME FOR COMMON STOCK 394 192 67 102 37 25 394 0 0 1 7 2 (1) (432)
EARNINGS PER SHARE OF COMMON STOCK $2.08
AVERAGE COMMON SHARES OUTSTANDING 189.3
* See page 40 for additional detail for Transok and page 45 for additional
detail for CSWE.
The notes to financial statements (herein incorporated by reference as part of Exhibit A-1) are an integral part of this statement.
</TABLE>
<PAGE> 36
<TABLE>
<CAPTION>
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1994
(MILLIONS)
CSW CON CPL PSO SWEPCO WTU TRANSOK* CSW CSWS CSWCom CSWL CSWCrt CSWE* CSWI ELIM
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
PLANT
Electric Plant
Production 5,802 3,070 903 1,401 428 0 0 0 0 0 0 0 0 0
Transmission 1,377 451 346 385 194 0 0 0 0 0 0 0 0 1
Distribution 2,539 828 668 734 309 0 0 0 0 0 0 0 0 0
General 764 217 151 213 74 0 1 108 0 0 0 0 0 0
Construction work
in progress 412 143 96 150 23 0 0 0 0 0 0 0 0 0
Nuclear fuel 161 161 0 0 0 0 0 0 0 0 0 0 0 0
Total electric 11,055 4,870 2,164 2,883 1,028 0 1 108 0 0 0 0 0 1
Gas 798 0 0 0 0 798 0 0 0 0 0 0 0 0
Other diversified 15 0 0 0 0 0 0 0 0 0 0 15 0 0
11,868 4,870 2,164 2,883 1,028 798 1 108 0 0 0 15 0 1
Less - accumulated
depreciation 3,870 1,400 859 1,026 364 203 1 15 0 0 0 0 0 2
7,998 3,470 1,305 1,857 664 595 0 93 0 0 0 15 0 (1)
INVESTMENTS IN
SUBSIDIARIES 0 0 0 0 0 0 3,248 0 0 0 0 0 0 (3,248)
CURRENT ASSETS
Cash and temporary
cash investments 27 1 5 1 3 4 438 3 0 9 0 0 0 (437)
Accounts receivable 761 30 22 54 23 35 261 60 0 0 632 10 0 (366)
Material and supplies,
at average cost 162 66 40 28 17 11 0 0 0 0 0 0 0 0
Electric utility
fuel inventory,
substantially at
average cost 118 23 18 62 16 0 0 0 0 0 0 0 0 (1)
Gas inventory/products
for resale 23 0 0 0 0 23 0 0 0 0 0 0 0 0
Unrecovered fuel costs 54 54 0 0 0 0 0 0 0 0 0 0 0 0
Prepayments and other 44 2 14 19 3 5 9 1 0 (1) 4 0 0 (12)
1,189 176 99 164 62 78 708 64 0 8 636 10 0 (816)
DEFERRED CHARGES AND
OTHER ASSETS
Deferred plant costs 516 489 0 0 27 0 0 0 0 0 0 0 0 0
Mirror CWIP asset 322 322 0 0 0 0 0 0 0 0 0 0 0 0
Other non-utility
investments 394 2 9 4 1 32 0 0 9 65 0 272 0 0
Income tax related
regulatory asset 216 288 0 0 0 0 0 0 0 0 0 0 0 (72)
Other 274 75 52 54 18 19 42 11 0 0 0 3 0 0
1,722 1,176 61 58 46 51 42 11 9 65 0 275 0 (72)
10,909 4,822 1,465 2,079 772 724 3,998 168 9 73 636 300 0 (4,137)
* See page 41 for additional detail for Transok and page 46 for additional
detail for CSWE.
The notes to financial statements (herein incorporated by reference as part of Exhibit A-1) are an integral part of this statement.
</TABLE>
<PAGE> 37
<TABLE>
<CAPTION>
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1994
(MILLIONS)
CSW CON CPL PSO SWEPCO WTU TRANSOK* CSW CSWS CSWCom CSWL CSWCrt CSWE* CSWI ELIM
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Common Stock
Common stock 667 169 157 136 137 9 667 0 0 0 0 0 0 (608)
Paid-in-capital 561 405 180 245 2 162 561 0 0 4 43 54 0 (1,095)
Retained earnings 1,824 857 124 297 133 130 1,824 0 0 11 0 (4) (1) (1,547)
3,052 1,431 461 678 272 301 3,052 0 0 15 43 50 (1) (3,250)
Preferred Stock
Not subject to
mandatory redemption 292 250 20 16 6 0 0 0 0 0 0 0 0 0
Subject to mandatory
redemption 35 0 0 35 0 0 0 0 0 0 0 0 0 0
Long-term debt 2,940 1,467 403 596 210 200 0 65 0 0 0 0 0 (1)
6,319 3,148 884 1,325 488 501 3,052 65 0 15 43 50 (1) (3,251)
CURRENT LIABILITIES
Long-term debt and
preferred stock
due within twelve
months 7 1 0 5 1 0 0 0 0 0 0 0 0 0
Short-term debt 910 161 55 82 46 28 910 63 0 0 0 0 0 (435)
Short-term debt--
CSW Credit 573 0 0 0 0 0 0 0 0 0 573 0 0 0
Accounts payable 286 75 88 50 35 78 23 27 10 0 12 221 1 (334)
Accrued taxes 111 59 17 12 7 1 13 2 0 0 0 (2) 0 2
Accrued interest 61 25 9 17 4 5 0 0 0 0 0 1 0 0
Accrued restructuring
charges 4 1 1 1 1 0 0 0 0 0 0 0 0 0
Other 155 44 37 55 5 7 1 1 (1) 0 16 6 0 (16)
2,107 366 207 222 99 119 947 93 9 0 601 226 1 (783)
DEFERRED CREDITS
Income taxes 2,048 1,087 281 365 146 104 (16) 9 0 58 (8) 21 0 1
Investment tax credits 320 159 49 81 32 0 0 0 0 0 0 0 0 (1)
Income tax related
regulatory
liabilities, net 0 0 18 45 9 0 0 0 0 0 0 0 0 (72)
Mirror CWIP liability
and other 115 62 26 41 (2) 0 15 1 0 0 0 3 0 (31)
2,483 1,308 374 532 185 104 (1) 10 0 58 (8) 24 0 (103)
10,909 4,822 1,465 2,079 772 724 3,998 168 9 73 636 300 0 (4,137)
* See page 42 for additional detail for Transok and page 47 for additional
detail for CSWE.
The notes to financial statements (herein incorporated by reference as part of Exhibit A-1) are an integral part of this statement.
</TABLE>
<PAGE> 38
<TABLE>
<CAPTION>
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1994
(MILLIONS)
CSW CON CPL PSO SWEPCO WTU TRANSOK* CSW CSWS CSWCom CSWL CSWCrt CSWE* CSWI ELIM
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income 412 206 68 105 37 25 394 0 0 1 7 2 (1) (432)
Non-cash items included
in net income
Depreciation and
amortization 402 171 67 90 33 33 1 6 0 0 0 1 0 0
Deferred income taxes
and investment tax
credits 87 21 5 18 7 19 (1) 2 0 (4) (1) 20 0 1
Mirror CWIP liability
amortization (68) (68) 0 0 0 0 0 0 0 0 0 0 0 0
Restructuring charges (9) 0 0 (5) (2) 0 (2) 0 0 0 0 0 0 0
AFUCD-equity (6) (1) (1) (4) 0 0 0 0 0 0 0 0 0 0
Changes in assets and
liabilities
Accounts receivable 29 (6) (2) (30) 1 3 (17) (43) 0 0 34 61 0 28
Unrecovered fuel costs 16 (1) 17 0 0 0 0 0 0 0 0 0 0 0
Accounts payable (27) (5) 18 9 (15) (34) 17 14 0 0 6 0 1 (38)
Accrued taxes 21 26 2 (15) (7) 9 9 1 0 0 (2) 0 0 (2)
Accrued restructuring
charges (57) (20) (16) (12) (9) 0 0 0 0 0 0 0 0 0
Other (36) (11) (7) 21 (17) (23) (67) (4) (1) 2 (1) (10) 0 82
Undistributed earnings 0 0 0 0 0 0 (99) 0 0 0 0 0 0 99
764 312 151 177 28 32 235 (24) (1) (1) 43 74 0 (262)
INVESTING ACTIVITIES
Construction expenditures (578) (175) (129) (147) (42) (65) 0 (12) (9) 0 0 0 0 1
Acquisition expenditures (21) 0 (1) 0 0 0 (20) 0 0 0 0 0 0 0
Non-affiliated accounts
receivable collections 11 0 0 0 0 0 0 0 0 0 11 0 0 0
CSW Energy projects (115) 0 0 0 0 0 0 0 0 0 0 (115) 0 0
AFUDC-borrowed (7) (2) (1) (3) 0 0 0 0 0 0 0 0 0 (1)
Other (7) 0 1 (4) (1) (1) 0 0 0 0 0 0 0 (2)
(717) (177) (130) (154) (43) (66) (20) (12) (9) 0 11 (115) 0 (2)
FINANCING ACTIVITIES
Common stock sold 50 0 0 0 0 0 50 0 0 3 (5) 0 0 2
Capital contributions 0 0 0 0 0 20 0 0 0 0 0 27 0 (47)
Proceeds from issuance
of long-term debt 199 99 0 0 39 0 0 60 0 0 0 0 0 1
Retirement of long-term
debt (4) 0 0 (3) 0 0 0 0 0 0 0 0 0 (1)
Reacquisition of
long-term debt (27) (1) 0 (5) (21) 0 0 0 0 0 0 0 0 0
Redemption of preferred
stock (33) (27) 0 (1) (5) 0 0 0 0 0 0 0 0 0
Change in short-term debt 73 (10) 24 53 36 7 142 (21) 10 0 (68) 14 0 (114)
Payment of dividends (340) (197) (42) (73) (32) 0 (322) 0 0 0 (8) 0 0 334
(82) (136) (18) (29) 17 27 (130) 39 10 3 (81) 41 0 175
Net change in cash and
cash equivalents (35) (1) 3 (6) 2 (7) 85 3 0 2 (27) 0 0 (89)
Cash and cash equivalents
at beginning of year 62 2 2 7 1 11 353 0 0 7 27 0 0 348)
Cash and cash equivalents
at end of year 27 1 5 1 3 4 438 3 0 9 0 0 0 437)
SUPPLEMENTAL INFORMATION
Interest paid less amounts
capitalized 280 115 31 45 18 16 33 4 0 0 31 0 0 (13)
Income taxes paid
(refunded) 93 28 29 37 13 (12) 11 (2) 0 4 6 (19) 0 (2)
* See page 43 for additional detail for Transok and page 48 for additional
detail for CSWE.
The notes to financial statements (herein incorporated by reference as part of Exhibit A-1) are an integral part of this statement.
</TABLE>
<PAGE> 39
<TABLE>
<CAPTION>
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1994
(MILLIONS)
CSW CON CPL PSO SWEPCO WTU TRANSOK* CSW CSWS CSWCom CSWL CSWCrt CSWE* CSWI ELIM
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Retained earnings at beginning
of year 1,753 850 98 265 127 105 1,753 0 0 11 0 (6) 0 (1,450)
Net income for common stock 394 192 67 102 37 25 394 0 0 1 7 2 (1) (432)
Deduct common stock dividends 323 185 41 70 31 0 323 0 0 1 7 0 0 (335)
Retained earnings at end of
year 1,824 857 124 297 133 130 1,824 0 0 11 0 (4) (1) (1,547)
* See page 44 for additional detail for Transok and page 49 for additional
detail for CSWE.
The notes to financial statements (herein incorporated by reference as part of Exhibit A-1) are an integral part of this statement.
</TABLE>
<PAGE> 40
TRANSOK, INC. AND SUBSIDIARIES CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1994
(MILLIONS)
TRANSOK TAC
CONSOL TRANSOK CONSOL * TPI ELIM
OPERATING REVENUES
Electric
Residential 0 0 0 0 0
Commercial 0 0 0 0 0
Industrial 0 0 0 0 0
Sales for resale 0 0 0 0 0
Other 0 0 0 0 0
Total electric 0 0 0 0 0
Gas 647 123 576 0 (52)
Other diversified 0 0 0 0 0
647 123 576 0 (52)
OPERATING EXPENSES AND TAXES
Fuel and purchased power 0 0 0 0 0
Gas purchased for resale 405 44 413 0 (52)
Gas extraction and marketing 98 0 98 0 0
Other operating expense 49 24 25 0 0
Restructuring charges 0 0 0 0 0
Maintenance 5 3 2 0 0
Depreciation and amortization 32 18 14 0 0
Taxes, other than federal income 12 7 5 0 0
Federal income taxes 7 1 6 0 0
608 97 563 0 (52)
OPERATING INCOME 39 26 13 0 0
OTHER INCOME AND DEDUCTIONS
Mirror CWIP liability amortization 0 0 0 0 0
AFUDC-equity 0 0 0 0 0
Other 2 15 1 0 (14)
2 15 1 0 (14)
INCOME BEFORE INTEREST CHARGES 41 41 14 0 (14)
INTEREST CHARGES
Interest on long-term debt 15 15 0 0 0
Interest on short-term debt and other 1 1 0 0 0
AFUDC-debt 0 0 0 0 0
16 16 0 0 0
NET INCOME 25 25 14 0 (14)
Preferred stock dividends 0 0 0 0 0
NET INCOME FOR COMMON STOCK 25 25 14 0 (14)
* See EXHIBIT F-2 for additional detail
<PAGE> 41
TRANSOK, INC. AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1994
(MILLIONS)
TRANSOK TAC
CONSOL TRANSOK CONSOL * TPI ELIM
ASSETS
PLANT
Electric Plant
Production 0 0 0 0 0
Transmission 0 0 0 0 0
Distribution 0 0 0 0 0
General 0 0 0 0 0
Construction work in progress 0 0 0 0 0
Nuclear fuel 0 0 0 0 0
Total electric 0 0 0 0 0
Gas 798 711 87 0 0
Other diversified 0 0 0 0 0
798 711 87 0 0
Less - accumulated depreciation 203 181 22 0 0
595 530 65 0 0
INVESTMENTS IN SUBSIDIARIES 0 16 0 0 (16)
CURRENT ASSETS
Cash and temporary cash investments 4 4 0 0 0
Accounts receivable 35 (245) 285 (5) 0
Material and supplies, at average
cost 11 11 0 0 0
Electric utility fuel inventory,
substantially at average cost 0 0 0 0 0
Gas inventory/products for resale 23 0 23 0 0
Unrecovered fuel costs 0 0 0 0 0
Prepayments and other 5 3 2 0 0
78 (227) 310 (5) 0
DEFERRED CHARGES AND OTHER ASSETS
Deferred plant costs 0 0 0 0 0
Mirror CWIP asset 0 0 0 0 0
Other non-utility investments 32 26 0 6 0
Income tax related regulatory
assets, net 0 0 0 0 0
Other 19 14 5 0 0
51 40 5 6 0
724 359 380 1 (16)
* See EXHIBIT F-2 for additional detail
<PAGE> 42
TRANSOK, INC. AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1994
(MILLIONS)
TRANSOK TAC
CONSOL TRANSOK CONSOL * TPI ELIM
CAPTIALIZATION AND LIABILITIES
CAPITALIZATION
Common Stock
Common stock 9 9 0 0 0
Paid-in-capital 162 162 0 0 0
Retained earnings 130 130 15 1 (16)
301 301 15 1 (16)
Preferred Stock
Not subject to mandatory redemption 0 0 0 0 0
Subject to mandatory redemption 0 0 0 0 0
Long-term debt 200 200 0 0 0
501 501 15 1 (16)
CURRENT LIABILITIES
Long-term debt and preferred stock
due within twelve months 0 0 0 0 0
Short-term debt 28 28 0 0 0
Accounts payable 78 42 36 0 0
Accrued taxes 1 0 1 0 0
Accrued interest 5 5 0 0 0
Accrued restructuring charges 0 0 0 0 0
Other 7 (309) 316 0 0
119 (234) 353 0 0
DEFERRED CREDITS
Income taxes 104 92 12 0 0
Investment tax credits 0 0 0 0 0
Income tax related regulatory lia 0 0 0 0 0
Mirror CWIP liability and other 0 0 0 0 0
104 92 12 0 0
724 359 380 1 (16)
* See EXHIBIT F-2 for additional detail
<PAGE> 43
TRANSOK, INC. AND SUBSIDIARIES CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1994
(MILLIONS)
TRANSOK TAC
CONSOL TRANSOK CONSOL * TPI ELIM
OPERATING ACTIVITIES
Net income 25 25 14 0 (14)
Non-cash items included in net
income 0 0 0 0
Depreciation and amortization 33 19 14 0 0
Deferred income taxes, investment
tax 19 1 18 0 0
Restructuring charges 0 0 0 0
AFUCD-equity 0 0 0 0 0
Mirror CWIP liability amortization 0 0 0 0 0
Changes in assets and liabilities 0 0 0 0 0
Accounts receivable 3 (32) 34 1 0
Unrecovered fuel costs 0 0 0 0 0
Accounts payable (34) 3 (37) 0 0
Accrued taxes 9 3 6 0 0
Accrued restructuring charges 0 0 0 0 0
Other (23) (11) (12) 0 0
Undistributed earnings 0 0 0 0 0
32 8 37 1 (14)
INVESTING ACTIVITIES
Construction expenditures (65) (28) (37) 0 0
Acquisition expenditures 0 0 0 0 0
Non-affiliated accounts receivable
purchases 0 0 0 0 0
CSW Energy projects 0 0 0 0 0
AFUDC-borrowed 0 0 0 0 0
Other (1) (14) 0 (1) 14
(66) (42) (37) (1) 14
FINANCING ACTIVITIES
Common stock sold 0 0 0 0 0
Proceeds from issuance of long-term
debt 0 0 0 0 0
Retirement of long-term debt 0 0 0 0 0
Reacquisition of long-term debt 0 0 0 0 0
Redemption of preferred stock 0 0 0 0 0
Change in short-term debt 7 7 0 0 0
Payment of dividends 0 0 0 0 0
Capital contribution 20 20 0 0 0
27 27 0 0 0
Net change in cash and cash equivalents (7) (7) 0 0 0
Cash and cash equivalents at beginning
of year 11 11 0 0 0
Cash and cash equivalents at end of
year 4 4 0 0 0
SUPPLEMENTAL INFORMATION
Interest paid less amounts capitalize 16 16 0 0 0
Income taxes paid (refunded) (12) (1) (11) 0 0
* See EXHIBIT F-2 for additional detail
<PAGE> 44
TRANSOK, INC. AND SUBSIDIARIES CONSOLIDATING STATEMENTS OF RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1994
(MILLIONS)
TRANSOK TAC
CONSOL TRANSOK CONSOL * TPI ELIM
Retained earnings at beginning of year 105 105 14 1 (15)
Net income for common stock 25 25 14 0 (14)
Deduct common stock dividends 0 0 (13) 0 13
Retained earnings at end of year 130 130 15 1 (16)
* See EXHIBIT F-2 for additional detail
<PAGE> 45
CSW ENERGY, INC. (CSWE) AND SUBSIDIARIES CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1994
(MILLIONS)
<TABLE>
<CAPTION>
CSWE
CONSOL CSWE CSWD-I CSWD-II CSWFL ELIM
<S> <C> <C> <C> <C> <C> <C>
OPERATING REVENUES
Electric
Residential 0 0 0 0 0 0
Commercial 0 0 0 0 0 0
Industrial 0 0 0 0 0 0
Sales for resale 0 0 0 0 0 0
Other 0 0 0 0 0 0
Total electric 0 0 0 0 0 0
Gas 0 0 0 0 0 0
Other diversified 12 0 3 (1) 10 0
12 0 3 (1) 10 0
OPERATING EXPENSES AND TAXES
Fuel and purchased power 0 0 0 0 0 0
Gas purchased for resale 0 0 0 0 0 0
Gas extraction and marketing 0 0 0 0 0 0
Other operating expense 17 8 9 0 0 0
Restructuring charges 0 0 0 0 0 0
Maintenance 0 0 0 0 0 0
Depreciation and amortization 1 0 0 0 1 0
Taxes, other than federal income 0 0 0 0 0 0
Federal income taxes 2 (1) 0 0 3 0
20 7 9 0 4 0
OPERATING INCOME (8) (7) (6) (1) 6 0
OTHER INCOME AND DEDUCTIONS
Mirror CWIP liability amortization 0 0 0 0 0 0
AFUDC-equity 0 0 0 0 0 0
Other 18 5 9 0 4 0
18 5 9 0 4 0
INCOME BEFORE INTEREST CHARGES 10 (2) 3 (1) 10 0
INTEREST CHARGES
Interest on long-term debt 0 0 0 0 0 0
Interest on short-term debt and other 8 1 3 0 4 0
AFUDC-debt 0 0 0 0 0 0
8 1 3 0 4 0
NET INCOME 2 (3) 0 (1) 6 0
Preferred stock dividends 0 0 0 0 0 0
NET INCOME FOR COMMON STOCK 2 (3) 0 (1) 6 0
See EXHIBIT F-3 for additional detail
</TABLE>
<PAGE> 46
<TABLE>
<CAPTION>
CSW ENERGY, INC. (CSWE) AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1994
(MILLIONS)
CSWE
CONSOL CSWE CSWD-I CSWD-II CSWFL ELIM
<S> <C> <C> <C> <C> <C> <C>
ASSETS
PLANT
Electric Plant
Production 0 0 0 0 0 0
Transmission 0 0 0 0 0 0
Distribution 0 0 0 0 0 0
General 0 0 0 0 0 0
Construction work in progress 0 0 0 0 0 0
Nuclear fuel 0 0 0 0 0 0
Total electric 0 0 0 0 0 0
Gas 0 0 0 0 0 0
Other diversified 15 2 13 0 0 0
15 2 13 0 0 0
Less - accumulated depreciation 0 0 0 0 0 0
15 2 13 0 0 0
CURRENT ASSETS
Cash and temporary cash investmen 0 0 0 0 0 0
Accounts receivable 10 3 6 0 2 (1)
Material and supplies, at average 0 0 0 0 0 0
Electric utility fuel inventory,
substantially at average cost 0 0 0 0 0 0
Gas inventory/products for resale 0 0 0 0 0 0
Unrecovered fuel costs 0 0 0 0 0 0
Prepayments and other 0 0 0 0 0 0
10 3 6 0 2 (1)
DEFERRED CHARGES AND OTHER ASSETS
Deferred plant costs 0 0 0 0 0 0
Mirror CWIP asset 0 0 0 0 0 0
Other non-utility investments 272 268 108 2 150 (256)
Income tax related regulatory
asset, net 0 0 0 0 0 0
Other 3 2 0 0 1 0
275 270 108 2 151 (256)
300 275 127 2 153 (257)
See EXHIBIT F-3 for additional detail
</TABLE>
<PAGE> 47
<TABLE>
<CAPTION>
CSW ENERGY, INC. (CSWE) AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1994
(MILLIONS)
CSWE
CONSOL CSWE CSWD-I CSWD-II CSWFL ELIM
<S> <C> <C> <C> <C> <C> <C>
CAPITALIZATION
CAPITALIZATION
Common Stock
Common stock 0 0 0 0 0 0
Paid-in-capital 54 56 15 0 39 (56)
Retained earnings (4) (8) (1) (2) 7 0
50 48 14 (2) 46 (56)
Preferred Stock
Not subject to mandatory redemption 0 0 0 0 0 0
Subject to mandatory redemption 0 0 0 0 0 0
Long-term debt 0 0 0 0 0 0
50 48 14 (2) 46 (56)
CURRENT LIABILITIES
Long-term debt and preferred stock due
within twelve months 0 0 0 0 0 0
Short-term debt 0 0 99 4 97 (200)
Accounts payable 221 221 0 0 0 0
Accrued taxes (2) (1) (1) 0 0 0
Accrued interest 1 1 0 0 1 (1)
Accrued restructuring charges 0 0 0 0 0 0
Other 6 1 5 0 0 0
226 222 103 4 98 (201)
DEFERRED CREDITS
Income taxes 21 5 10 0 6 0
Investment tax credits 0 0 0 0 0 0
Income tax related regulatory
liabilities, net 0 0 0 0 0 0
Mirror CWIP liability and other 3 0 0 0 3 0
24 5 10 0 9 0
300 275 127 2 153 (257)
See EXHIBIT F-3 for additional detail
<PAGE> 48
CSW ENERGY, INC. (CSWE) AND SUBSIDIARIES CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1994
CSWE does not prepare a consolidating statement of cash flows - only
a consolidated statement of cash flows which is presented as part of the Central
and South West Corporation and Subsidiaries Consolidating Statement of Cash
Flows on Page 38.
See EXHIBIT F-3 for additional detail
<PAGE> 49
</TABLE>
<TABLE>
<CAPTION>
CSW ENERGY, INC. (CSWE) AND SUBSIDIARIES CONSOLIDATING STATEMENT OF RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1994
(MILLIONS)
CSWE
CONSOL CSWE CSWD-I CSWD-II CSWFL ELIM
<S> <C> <C> <C> <C> <C> <C>
Retained earnings at beginning of year (6) (5) (1) (1) 1 0
Net income for common stock 2 (3) 0 (1) 6 0
Deduct common stock dividends 0 0 0 0 0 0
Retained earnings at end of year (4) (8) (1) (2) 7 0
See EXHIBIT F-3 for additional detail
</TABLE>
<PAGE> 50
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS. (continued)
EXHIBITS
Exhibit A Annual Reports Incorporated by Reference
The annual reports for CSW (File No. 1-1443),
CPL (File No. 0-346), PSO (File No. 0-343),
SWEPCO (File No. 1-3146), and WTU (File No. 0-
340) are incorporated herein by reference to
their combined annual report on Form 10-K
("Combined Form 10-K") for the year ended
December 31, 1994.
Exhibit B
CSW
B-1.1 Second Restated Certificate of
Incorporation of the Corporation (incorporated
herein by reference to Exhibit 3(a) to the 1990
CSW annual report on Form 10-K File No. 1-1443).
B-1.2 Certificate of Amendment to Second
Restated Certificate of Incorporation of the
Corporation (incorporated herein by reference to
Item 10, Exhibit B-1.2 to the 1993 CSW annual
report on Form U5S).
B-1.3 By-laws, as amended, of the Corporation
(incorporated by reference to Exhibit 3(b) to
the 1990 CSW annual report on Form 10-K File No.
1-1443).
CPL
B-2.1 Restated Articles of Incorporation,
as amended, of CPL (incorporated herein by
reference to Exhibit 4(a) to CPL's Registration
Statement No. 33-4897, Exhibits 5 and 7 to Form
U-1 File No. 70-7171, Exhibits 5, 8.1, 8.2 and
19 to Form U-1 File No. 70-7472 and CPL's Form
10-Q for the quarterly period ended September
30, 1992, Item 6, Exhibit 1).
B-2.2 By-laws of CPL, as amended
(incorporated herein by reference to Exhibit
3(b)(2) to the 1994 Combined Form 10-K File No.
0-346).
PSO
B-3.1 Restated Certificate of Incorporation of PSO
(incorporated herein by reference to Exhibit 3
to PSO's 1987 Form 10-K File No. 0-343).
B-3.2 By-Laws of PSO, as amended (incorporated
herein by reference to Exhibit 3(c)(2) to the
1994 Combined Form 10-K File No. 0-343).
<PAGE> 51
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS. (continued)
SWEPCO
B-4.1 Restated Certificate of Incorporation, as
amended of SWEPCO (incorporated herein by
reference to Exhibit 3 to SWEPCO's 1980 Form 10-
K File No. 1-3146, Exhibit 2 to Form U-1 File
No. 70-6819, Exhibit 3 to Form U-1 File No. 70-
6924 and Exhibit 4 to Form U-1 File No. 70-
7360).
B-4.2 By-laws of SWEPCO, as amended (incorporated
herein by reference to Exhibit 3(d)(2) to the
1994 Combined Form 10-K File No. 1-3146).
WTU
B-5.1 Restated Articles of Incorporation, as amended of
WTU (incorporated herein by reference to Exhibit
3(e)(1) to the 1994 Combined Form 10-K File No. 0-
340).
B-5.2 By-laws of WTU, as amended (incorporated herein by
reference to Exhibit 3(e)(2) to the 1994 Combined
Form 10-K File No. 0-340).
TRANSOK
B-6.1 Articles of Incorporation (incorporated herein by
reference to Item 9, Exhibit B-6.1 of the 1986
Central and South West Corporation annual report on
Form U5S).
B-6.2 By-laws (incorporated herein by reference to Item
9, Exhibit B-6.2 of the 1986 Central and South West
Corporation annual report on Form U5S).
CSWS
B-7.1 Articles of Amendment to the Articles of
Incorporation (incorporated herein by reference to
Item 9, Exhibit B-7.1 of the 1987 Central and South
West Corporation annual report on Form U5S).
B-7.2 By-laws, as amended of CSWS (incorporated
herein by reference to Item 10, Exhibit B-7.2 of the
1993 Central and South West Corporation annual report
on Form U5S).
CSWE
B-8.1 Articles of Amendment to the Articles of
Incorporation (incorporated herein by reference to
Item 9, Exhibit B-9.1 of the 1987 Central and South
West Corporation annual report on Form U5S).
B-8.2 By-laws (incorporated herein by reference to Item
9, Exhibit B-9.2 of the 1987 Central and South West
Corporation annual report on Form U5S).
<PAGE> 52
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS. (continued)
CSWL
B-9.1 Articles of Incorporation (incorporated
herein by reference to Item 9, Part VI of the 1984
Central and South West Corporation annual report on
Form U5S).
B-9.2 By-laws (incorporated herein by reference to Item
9, Part VI of the 1983 Central and South West
Corporation annual report on Form U5S).
CSWCrt
B-10.1 Articles of Incorporation (incorporated
herein by reference to Item 9, Part VI of the 1985
Central and South West Corporation annual report on
Form U5S).
B-10.2 By-laws (incorporated herein by reference
to Item 9, Exhibit B-11.2 of the 1987 Central and
South West Corporation annual report on Form U5S).
CSWCom
B-11.1 Certificate of Incorporation, effective June
17, 1994 - filed herewith.
B-11.2 By-laws, effective June 17, 1994 - filed
herewith.
CSWI
B-12.1 Certificate of Incorporation, effective
November 9, 1994 - filed herewith.
B-12.2 By-laws, effective November 9, 1994 - filed
herewith.
<PAGE> 53
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS. (continued)
Exhibit C
CSW
C-1.1 Agreement and Plan of Merger Among El
Paso Electric Company, Central and South West
Corporation and CSW Sub, Inc. Dated as of May 3, 1993
as Amended May 18, 1993, (incorporated herein by
reference to Exhibit 2.1 to the Corporation's Form 8-
K dated December 29, 1993, File No. 1-1443).
C-1.2 Second Amendment Dated as of August 26,
1993 to Agreement and Plan of Merger Among El Paso
Electric Company, Central and South West Corporation
and CSW Sub, Inc. Dated as of May 3, 1993 as amended
on May 18, 1993, (incorporated herein by reference to
Exhibit 2.2 to the Corporation's Form 8-K dated
December 29, 1993, File No. 1-1443).
C-1.3 Third Amendment Dated as of December 1,
1993 to Agreement and Plan of Merger Among El Paso
Electric Company, Central and South West Corporation
and CSW Sub, Inc. Dated as of May 3, 1993 as amended
on May 18, 1993 and August 26, 1993, (incorporated
herein by reference to Exhibit 2.3 to the
Corporation's Form 8-K dated December 29, 1993, File
No. 1-1443).
C-1.4 Modified Third Amended Plan of
Reorganization of El Paso Electric Company Providing
for the Acquisition of El Paso Electric Company by
Central and South West Corporation as corrected
December 6, 1993, and confirmed by the Bankruptcy
Court, (incorporated herein by reference to Exhibit
2.4 to the Corporation's Form 8-K dated December 29,
1993, File No. 1-1443).
C-1.5 Order and Judgement Confirming El Paso
Electric Company'sThird Amended Plan of
Reorganization, as Modified, Under Chapter 11 of the
United States Bankruptcy Code and Granting Related
Relief, (incorporated herein by reference to Exhibit
2.5 to the Corporation's Form 8-K dated December 29,
1993, File No. 1-1443).
CPL
C-2.1 Indenture of Mortgage or Deed of Trust
dated November 1, 1943, executed by CPL to The First
National Bank of Chicago and Robert L. Grinnell, as
Trustees, as amended through October 1, 1977
(incorporated herein by reference to Exhibit 5.01 in
File No. 2-60712), and the Supplemental Indentures of
CPL dated September 1, 1978, (incorporated herein by
reference to Exhibit 2.02 in File No. 2-62271) and
December 15, 1984, July 1, 1985, May 1, 1986 and
November 1, 1987 (incorporated herein by reference to
Exhibit 17 to Form U-1 File No. 70-7003, Exhibit 4(b)
in File No. 2-98944, Exhibit 4 to Form U-1 File No.
70-7236 and Exhibit 4 to Form U-1 File No. 70-7249)
and June 1, 1988, December 1, 1989 , March 1, 1990,
October 1, 1992, December 1, 1992, February 1, 1993,
April 1, 1993 and May 1, 1994 (incorporated herein by
reference to Exhibit 2 to Form U-1 File No. 70-7520,
Exhibit 3 to Form U-1 File No. 70-7721, Exhibit 10 to
Form U-1, File No. 70-7735, and Exhibit 10(a), 10(b),
10(c), 10(d) and 10(e), respectively, to Form U-1
File No. 70-8053).
<PAGE> 54
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS. (continued)
PSO
C-3.1 Indenture dated July 1, 1945, as amended
(incorporated herein by reference to Exhibit 5.03 in
Registration No. 2-60712) and the Supplemental
Indenture dated June 1, 1979 (incorporated herein by
reference to Exhibit 2.02 in Registration No. 2-
64432), the Supplemental Indenture dated December 1,
1979 (incorporated herein by reference to Exhibit
2.02 in Registration No. 2-65871), the Supplemental
Indenture dated March 1, 1983 (incorporated herein by
reference to Exhibit 2 to Form U-1 File No. 70-6822),
the Supplemental Indenture dated May 1, 1986
(incorporated herein by reference to Exhibit 3 to
Form U-1 File No. 70-7234), the Supplemental
Indenture dated July 1, 1992 (incorporated herein by
reference to Exhibit 4(b) to Form S-3, File File No.
33-48650), the Supplemental Indenture dated December
1, 1992 (incorporated herein by reference to Exhibit
4 (c) to Form S-3, File No. 33-49143), the
Supplemental Indenture dated April 1, 1993
(incorporated herein by reference to Exhibit 4 (b) to
Form S-3, File No. 33-49575), and the Supplemental
Indenture dated June 1, 1993 (incorporated herein by
reference to Exhibit 4 (b) to the 1993 Form 10-K,
File No. 0-343).
SWEPCO
C-4.1 Indenture dated February 1, 1940, as amended
through November 1, 1976, (incorporated herein by
reference to Exhibit 5.04 in Registration No. 2-
60712), the Supplemental Indenture dated August 1,
1978 (incorporated herein by reference to Exhibit
2.02 in Registration No. 2-61943), the Supplemental
Indenture dated January 1, 1980 (incorporated herein
by reference to Exhibit 2.02 in Registration No. 2-
66033), the Supplemental Indenture dated April 1,
1981 (incorporated herein by reference to Exhibit
2.02 in Registration No. 2-71126), the Supplemental
Indenture dated May 1, 1982 (incorporated herein by
reference to Exhibit 2.02 in Registration No. 2-
77165), the Supplemental Indenture dated August 1,
1985 (incorporated herein by reference to Exhibit 4
to Form U-1 File No. 70-7121), the Supplemental
Indenture dated May 1, 1986 (incorporated herein by
reference to Exhibit 3 to Form U-1 File No. 70-7233,
the Supplemental Indenture dated November 1, 1989
(incorporated herein by reference to Exhibit 3 to
Form U-1 File No. 70-7676), the Supplemental
Indenture dated June 1, 1992 (incorporated herein by
reference to Exhibit 10 to Form U-1 File No. 70-
7934), the Supplemental Indenture dated September 1,
1992 (incorporated herein by reference to Exhibit
10(b) to Form U-1 File No. 70-8041), the Supplemental
Indenture dated July 1, 1993 (incorporated herein by
reference to Exhibit 10(c) to Form U-1 File No. 70-
8041) and the Supplemental Indenture dated October 1,
1993 (incorporated herein by reference to Exhibit
10(a) to Form U-1 File No. 70-8239).
<PAGE> 55
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS. (continued)
WTU
C-5.1 Indenture dated August 1, 1943, as amended through
July 1, 1973 (incorporated herein by reference to
Exhibit 5.05 in File No. 2-60712), the Supplemental
Indenture dated May 1, 1979 (incorporated herein by
reference to Exhibit No. 2.02 in File No. 2-63931),
the Supplemental Indenture dated November 15, 1981
(incorporated herein by reference to Exhibit No. 4.02
in File No. 2-74408), the Supplemental Indenture dated
November 1, 1983 (incorporated herein by reference to
Exhibit 12 to Form U-1, File No. 70-6820), the
Supplemental Indenture dated April 15, 1985
(incorporated herein by reference to Amended Exhibit
13 to Form U-1, File No. 70-6925), the Supplemental
Indenture dated August 1, 1985 (incorporated herein by
reference to Exhibit 4(b) in File No. 2-98843), the
Supplemental Indenture dated May 1, 1986 (incorporated
herein by reference to Exhibit 4 to Form U-1, File No.
70-7237), the Supplemental Indenture dated December 1,
1989 (incorporated herein by reference to Exhibit 3 to
Form U-1, in File No. 70-7719), the Supplemental
Indenture dated June 1, 1992 (incorporated herein by
reference to Exhibit 10 to Form U-1, File No. 70-
7936), the Supplemental Indenture dated October 1,
1992 (incorporated herein by reference to Exhibit 10
to Form U-1, File No. 8057), the Supplemental
Indenture dated February 1, 1994 (incorporated herein
by reference to Exhibit 10 to Form U-1, File No. 70-
8265) and the Supplemental Indenture dated March 1,
1995 (incorporated herein by reference to Exhibit 10
(b) to Form U-1, File No. 70-8057).
Exhibit D
D-1 Tax allocation agreement - filed herewith.
Exhibit E
E-1 SWEPCO Statement of Environmental Laboratory Services
for the year ended December 31, 1994 - filed herewith.
Exhibit F
F-1 Item 6. Part III. (a) and (b) - Compensation and
Other Related Information for the Officers and
Directors of CSW, CPL, PSO, SWEPCO, and WTU.
F-2 Detailed financial statements for subsidiaries of
Transok, Inc. for the year ended December 31, 1994 -
filed herewith.
F-3 Detailed financial statements for subsidiaries of
CSW Energy, Inc. for the year ended December 31, 1994
- filed herewith.
<PAGE> 56
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS. (continued)
F-4 Financial statements of CSW Credit, Inc. for the
year ended December 31, 1994 - filed herewith.
F-5 Financial statements of the Arklahoma Corporation
for the fiscal year ended November 30, 1994 - filed
herewith.
Exhibit G - Financial Data Schedules - filed herewith.
Exhibit H - not applicable.
Exhibit I - not applicable.
Other Exhibits
0-1 Transok 1994 Cost of Service Study - filed herewith.
0-2 Restricted Stock Plan for Central and South West
Corporation (incorporated by reference to Exhibit
10(a) to CSW's 1990 Form 10-K in File No. 1-1443).
0-3 Central and South West System Special
Executive Retirement Plan (incorporated by reference
Exhibit 10(b) to CSW's 1990 Form 10-K in File No. 1-1443).
0-4 Executive Incentive Compensation Plan for
Central and South West System (incorporated by
reference to Exhibit 10(c) to CSW's 1990 Form 10-K in
File No. 1-1443).
0-5 Central and South West Corporation Stock
Option Plan (incorporated by reference to Exhibit
10(d) to CSW's 1990 Form 10-K in File No.1-1443).
0-6 Central and South West Corporation Deferred
Compensation Plan for Directors
(incorporated by reference to Exhibit 10(e) to CSW's
1990 Form 10-K in File No. 1-1443).
0-7 Central and South West Corporation 1992 Long-Term
Incentive Plan (incorporated by reference to Appendix A
to the Central and South West Corporation Notice of 1992 Annual
Meeting of Shareholders and Proxy Statement).
0-8 Central Power and Light rate case settlement (incorporated
by reference to April 5, 1995 current report on CSW's
Form 8-K in File No. 1-1443 and CPL's Form 8-K in
File No. 0-346).
<PAGE> 57
S I G N A T U R E
Central and South West Corporation has duly caused this
annual report for the year ended December 31, 1994, to be signed
on its behalf by the undersigned thereunto duly authorized
pursuant to the requirements of the Public Utility Holding
Company Act of 1935.
CENTRAL AND SOUTH WEST CORPORATION
Date: April 28, 1995 By Wendy G. Hargus
Controller
<PAGE> 58
S I G N A T U R E
Southwestern Electric Power Company has duly caused this
annual report for the year ended December 31, 1994, to be signed
on its behalf by the undersigned thereunto duly authorized
pursuant to the requirements of the Public Utility Holding
Company Act of 1935.
SOUTHWESTERN ELECTRIC POWER COMPANY
Date: April 28, 1995 By R. Russell Davis
Controller
Exhibit B-11.1
CERTIFICATE OF INCORPORATION
OF
CSW COMMUNICATIONS, INC,
The undersigned, for the purpose of organizing a corporation under the
General Corporation Law of the State of Delaware, certifies:
FIRST: The name of the corporation is CSW Communications, Inc. (the
"Corporation").
SECOND: The address of the Corporation's registered office in the State of
Delaware is the Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801, County of New Castle. The name of its
registered agent at such address is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is one thousand (1,000) shares of common stock, of the
par value of one cent ($.01) each.
FIFTH: The name and mailing address of the incorporator is Rodrigo J.
Howard, 1 Chase Manhattan Plaza New York, New York 10005.
SIXTH: A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived
any improper personal benefit. If the Delaware General Corporation Law is
amended after the date of the filing of this Certificate to authorize
corporation action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law, as so amended. No repeal or modification of the Article SIXTH
shall apply to or have any effect on the liability or alleged liability of any
director of the Corporation for or with respect to any acts or omissions of such
director occurring prior to such repeal or modification.
SEVENTH: The directors shall have power to make, alter or repeal by-laws,
except as may otherwise be provided in the by-laws.
EIGHTH: Election of directors need not be by written ballot, except as may
otherwise be provided in the by-laws.
WITNESS my signature this 17th day of June, 1994.
Rodrigo J. Howard
sole Incorporator
Exhibit B-11.2
BY-LAWS
OF
CSW COMMUNICATIONS, INC.
Adopted: June 17, 1994
TABLE OF CONTENTS
Page
ARTICLE I................................................... 1
Stockholders............................................... 1
Section 1.1 Annual Meeting........................... 1
Section 1.2 Special Meetings......................... 1
Section 1.3 Notice of Meetings....................... 1
Section 1.4 Quorum................................... 2
Section 1.5 Voting................................... 2
Section 1.6 Presiding Officer and Secretary........... 2
Section 1.7 Proxies................................... 3
Section 1.8 List of Stockholders..................... 3
Section 1.9 Written Consent of Stockholders in Lieu of
Meeting........................................... 3
ARTICLE II................................................. 4
Directors................................................... 4
Section 2.1 Number of Directors....................... 4
Section 2.2 Election and Term of Directors..... 4
Section 2.3 Vacancies and Newly Created Directorships 4
Section 2.4 Resignation............................... 4
Section 2.5 Removal................................... 4
Section 2.6 Meetings................................. 5
Section 2.7 Quorum and Voting......................... 5
Section 2.8 Written Consent of Directors in Lieu of a
Meeting........................................... 5
Section 2.9 Compensation............................. 6
Section 2.10 Contracts and Transactions Involving
Directors......................................... 6
ARTICLE III................................................. 6
Committees of the Board of Directors....................... 6
Section 3.1 Appointment and Powers................... 6
ARTICLE IV................................................. 7
Officers, Agents and Employees............................. 7
Section 4.1 Appointment and Term of Office........... 7
Section 4.2 Resignation and Removal................... 7
Section 4.3 Compensation and Bond..................... 8
Section 4.4 Chairman of the Board..................... 8
Section 4.5 President................................. 8
Section 4.6 Vice Presidents........................... 8
Section 4.7 Treasurer................................. 8
Section 4.8 Secretary................................. 9
Section 4.9 Assistant Treasurers..................... 9
Section 4.10 Assistant Secretaries................... 9
Section 4.11 Delegation of Duties..................... 9
Section 4.12 Loans to Officers and Employees; Guaranty
of Obligations of officers and Employees......... 9
i
TABLE OF CONTENTS
(CONTINUED)
Page
ARTICLE V................................................. 10
Indemnification........................................... 10
Section 5.1 Indemnification of Directors, Officers,
Employees and Agents........................... 10
ARTICLE VI............................................... 11
Common Stock............................................. 11
Section 6.1 Certificates........................... 11
Section 6.2 Transfers of Stock..................... 11
Section 6.3 Lost, Stolen or Destroyed Certificates.. 11
Section 6.4 Stockholder Record Date................. 11
ARTICLE VII................................................. 12
Seal....................................................... 12
Section 7.1 Seal..................................... 12
ARTICLE VIII............................................... 13
Waiver of Notice........................................... 13
Section 8.1 Waiver of Notice......................... 13
ARTICLE IX................................................. 13
Checks, Notes, Drafts, Etc................................... 13
Section 9.1 Checks, Notes, Drafts, Etc............... 13
ARTICLE X................................................... 13
Amendments................................................. 13
Section 10.1 Amendments............................... 13
ARTICLE XI................................................. 14
Emergency By-Laws........................................... 14
Section 11.1 Emergency By-Laws....................... 14
<PAGE> 1
BY-LAWS
OF
CSW COMMUNICATIONS, INC.
ARTICLE I
Stockholders
Section 1.1 Annual Meeting. Except as otherwise
provided in Section 1.9 of these By-Laws, an annual meeting of
stockholders of the CSW Communications, Inc. (the "Corporation")
for the election of directors and for the transaction of any
other proper business shall be held at such time and date in each
year as the Board of Directors, the Chairman or the President may
from time to time determine. The annual meeting in each year
shall be held at such hour on said day and at such place within
or without the State of Delaware as may be fixed by the Board of
Directors, or if not so fixed, at 10:00 A.M. at the principal
business office of the Corporation at 1616 Woodall Rodgers
Freeway, Dallas, Texas 75202.
Section 1.2 Special Meetings. A special meeting of
the holders of stock of the Corporation entitled to vote on any
business to be considered at any such meeting may be called by
the Chairman of the Board or the President or any Vice President,
and shall be called by the Chairman of the Board or the President
or the Secretary when directed to do so by resolution of the
Board of Directors or at the written request of directors
representing a majority of the whole Board of Directors. Any
such request shall state the purpose or purposes of the proposed
meeting.
Section 1.3 Notice of Meetings. Whenever stockholders
are required or permitted to take any action at a meeting, unless
notice is waived in writing by all stockholders entitled to vote
at the meeting, a written notice of the meeting shall be given
which shall state the place, date and hour of the meeting, and,
in the case of a special meeting, the purpose or purposes for
which the meeting is called.
Unless otherwise provided by law, and except as to any
stockholder duly waiving notice, the written notice of any
meeting shall be given personally or by mail, not less than ten
nor more than sixty days before the date of the meeting to each
stockholder entitled to vote at such meeting. If mailed, notice
shall be deemed given when deposited in the mail, postage
prepaid, directed to the stockholder at his or her address as it
appears on the records of the Corporation.
<PAGE> 2
When a meeting is adjourned to another time or place,
notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting the Corporation
may transact any business which might have been transacted at the
original meeting. If, however, the adjournment is for more than
thirty days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to
vote at the meeting.
Section 1.4 Quorum. Except as otherwise provided by
law or by the Certificate of Incorporation or by these By-Laws in
respect of the vote required for a specified action, at any
meeting of stockholders the holders of a majority of the
outstanding stock entitled to vote thereat, either present or
represented by proxy, shall constitute a quorum for the
transaction of any business, but the stockholders present,
although less than a quorum, may adjourn the meeting to another
time or place and, except as provided in the last paragraph of
Section 1.3 of these By-Laws, notice need not be given of the
adjourned meeting.
Section 1.5 Voting. Whenever directors are to be
elected at a meeting, they shall be elected by a plurality of the
votes cast at the meeting by the holders of stock entitled to
vote. Whenever any corporate action, other than the election of
directors, is to be taken by vote of stockholders at a meeting,
it shall, except as otherwise required by law or by the
Certificate of Incorporation or by these By-Laws, be authorized
by a majority of the votes cast at the meeting by the holders of
stock entitled to vote thereon.
Except as otherwise provided by law, or by the
Certificate of Incorporation, each holder of record of stock of
the Corporation entitled to vote on any matter at any meeting of
stockholders shall be entitled to one vote for each share of such
stock standing in the name of such holder on the stock ledger, of
the Corporation on the record date for the determination of the
stockholders entitled to vote at the meeting.
Upon the demand of any stockholder entitled to vote,
the vote for directors or the vote on any other matter at a
meeting shall be by written ballot, but otherwise the method of
voting and the manner in which votes are counted shall be
discretionary with the presiding officer at the meeting.
Section 1.6 Presiding Officer and Secretary. At every
meeting of stockholders the Chairman of the Board, or in his or
her absence the President, or in his or her absence a Vice
President, or if none be present the appointee of the meeting,
shall preside. The Secretary, or in his or her absence an
Assistant Secretary, or if none be present the appointee of the
presiding officer of the meeting, shall act as secretary of the
meeting.
2
<PAGE> 3
Section 1.7 Proxies. Each stockholder entitled to
vote at a meeting of stockholders or to express consent or
dissent to corporate action in writing without a meeting may
authorize another person or persons to act for him or her by
proxy, but no such proxy shall be voted or acted upon after three
years from its date, unless the proxy provides for a longer
period. Every proxy shall be signed by the stockholder or by his
duly authorized attorney.
Section 1.8 List of Stockholders. Whenever the
Corporation shall have more than one stockholder, the officer who
has charge of the stock ledger of the Corporation shall prepare
and make, at least ten days before every meeting of stockholders,
a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address
of each stockholder and the number of shares registered in the
name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any stockholder who
is present.
The stock ledger shall be the only evidence as to who
are the stockholders entitled to examine the stock ledger, the
list required by this Section or the books of the Corporation, or
to vote in person or by proxy at any meeting of stockholders.
Section 1.9 Written Consent of Stockholders in Lieu of
Meeting. Any action required by statute to be taken at any
annual or special meeting of stockholders of the Corporation, or
any action which may be taken at any annual or special meeting of
the stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at
a meeting at which all shares entitled to vote thereon were
present and voted. Prompt written notice of the taking of the
corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not
consented in writing. Any such written consent may be given by
one or any number of substantially concurrent written instruments
of substantially similar tenor signed by such stockholders, in
person or by attorney or proxy duly appointed in writing, and
filed with the Secretary or an Assistant Secretary of the
Corporation. Any such written consent shall be effective as of
the effective date thereof as specified therein, provided that
3
<PAGE> 4
such date is not more than sixty days prior to the date such
written consent is filed as aforesaid, or, if no such date is so
specified, on the date such written consent is filed as
aforesaid.
ARTICLE II
Directors
Section 2.1 Number of Directors. The Board of
Directors shall consist of three directors until changed as
provided in this Section. The number of directors may be changed
at any time and from time to time by vote at a meeting or by
written consent of the holders of stock entitled to vote on the
election of directors, or by a resolution of the Board of
Directors passed, by a majority of the whole Board of Directors.
Section 2.2 Election and Term of Directors. Directors
shall be elected annually, by election at the annual meeting of
stockholders or by written consent of the holders of stock
entitled to vote thereon in lieu of such meeting. If the annual
election of directors is not held on the date designated
therefor, the directors shall cause such election to be held as
soon thereafter as convenient. Each director shall hold office
from the time of his or her election and qualification until his
or her successor is elected and qualified or until his or her
earlier resignation, or removal.
Section 2.3 Vacancies and Newly Created Directorships.
Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by
election at a meeting of stockholders or by written consent of
the holders of stock entitled to vote thereon in lieu of a
meeting. Except as otherwise provided by law, vacancies and such
newly created directorships may also be filled by a majority of
the directors then in office, although less than a quorum, or by
a sole remaining director.
Section 2.4 Resignation. Any director may resign at
any time upon written notice to the Corporation. Any such
resignation shall take effect at the time specified therein or,
if the time be not specified, upon receipt thereof, and the
acceptance of such resignation, unless required by the terms
thereof, shall not be necessary to make such resignation
effective.
Section 2.5 Removal. Any or all of the directors may
be removed at any time, with or without cause, by vote at a
meeting or by written consent of the holders of stock entitled to
vote on the election of directors.
4
<PAGE> 5
Section 2.6 Meetings. Meetings of the Board of
Directors, regular or special, may be held at any place within or
without the State of Delaware. Members of the Board of
Directors, or of any committee designated by the Board, may
participate in a meeting of such Board or committee by means of
conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each
other, and participation in a meeting by such means shall
constitute presence in person at such meeting. An annual meeting
of the Board of Directors shall be held after each annual
election of directors. If such election occurs at an annual
meeting of stockholders, the annual meeting of the Board of
Directors shall be held at the same place and immediately
following such meeting of stockholders, and no notice thereof
need be given. If an annual election of directors occurs by
written consent in lieu of the annual meeting of stockholders,
the annual meeting of the Board of Directors shall take place as
soon after such written consent is duly filed with the
Corporation as is practicable, either at the next regular meeting
of the Board of Directors or at a special meeting. The Board of
Directors may fix times and places for regular meetings of the
Board and no notice of such meetings need be given. A special
meeting of the Board of Directors shall be held whenever called
by the Chairman of the Board or the President or by at least
one-third of the directors for the time being in office, at such
time and place as shall be specified in the notice or waiver
thereof. Notice of each special meeting shall be given by the
Secretary or by a person calling the meeting to each director by
mailing the same, postage prepaid, not later than the second day
before the meeting, or personally or by telegraphing or
telephoning the same not later than the day before the meeting.
Section 2.7 Quorum and Voting. A majority of the
total number of directors shall constitute a quorum for the
transaction of business,' but, if there be less than a quorum at
any meeting of the Board of Directors, a majority of the
directors present may adjourn the meeting from time to time, and
no further notice thereof need be given other than announcement
at the meeting which shall be so adjourned. Except as otherwise
provided by law, by the Certificate of Incorporation, or by
these By-Laws, the vote of a majority of the directors present at
a meeting at which a quorum is present shall be the act of the
Board of Directors.
Section 2.8 Written Consent of Directors in Lieu of a
Meeting. Any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if all members of the Board or of such
committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings
of the Board or committee.
5
<PAGE> 6
Section 2.9 Compensation. Directors may receive
compensation for services to the Corporation in their capacities
as directors or otherwise in such manner and in such amounts as
may be fixed from time to time by the Board of Directors.
Section 2.10 Contracts and Transactions Involving
Directors. No contract or transaction between the Corporation
and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association,
or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in
the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his,
her or their votes are counted for such purpose, if: (1) the
material facts as to his or her relationship or interest and as
to the contract or transaction are disclosed or are known to the
Board of Directors or the committee, and the Board or committee
in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors,
even though the disinterested directors be less than a quorum; or
(2) the material facts as to his or her relationship or interest
and as to the contract or transaction are disclosed or are known
to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the
stockholders; or (3) the contract or transaction is fair as to
the Corporation as of the time it is authorized, approved or
ratified, by the Board of Directors, a committee thereof, or the
stockholders Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or
transaction.
ARTICLE III
Committees of the Board of Directors
Section 3.1 Appointment and Powers. The Board of
Directors may from time to time, by resolution passed by majority
of the whole Board, designate one or more committees, each
committee to consist of one or more directors of the Corporation.
The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. The
resolution of the Board of Directors may, in addition or
alternatively, provide that in the absence or disqualification of
a member of a committee, the member or members thereof present at
any meeting and not disqualified from voting, whether or not he,
she or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the
place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board
6
<PAGE> 7
of Directors, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the
business and affairs of the Corporation, and may authorize the
seal of the Corporation to be affixed to all papers which may
require it, except as otherwise provided by law. Unless the
resolution of the Board of Directors expressly so provides, no
such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock. Any such
committee may adopt rules governing the method of calling and
time and place of holding its meetings. Unless otherwise
provided by the Board of Directors, a majority of any such
committee (or the member thereof, if only one) shall constitute a
quorum for the transaction of business, and the vote of a
majority of the members of such committee present at a meeting at
which a quorum is present shall be the act of such committee.
Each such committee shall keep a record of its acts and
proceedings and shall report thereon to the Board of Directors
whenever requested so to do. Any or all members of any such
committee may be removed, with or without cause, by resolution of
the Board of Directors, passed by a majority of the whole Board.
ARTICLE IV
Officers, Agents and Employees
Section 4.1 Appointment and Term of Office. The
officers of the Corporation may include a Chairman of the Board,
a President, a Secretary, a Treasurer, one or more Vice
Presidents, one or more Assistant Secretaries and one or more
Assistant Treasurers. All such officers shall be appointed by
the Board of Directors or by a duly authorized committee thereof.
Any number of such offices may be held by the same person.
Except as may be prescribed otherwise by the Board of Directors
or a committee thereof in a particular case, all such officers
shall hold their offices at the pleasure of the Board for an
unlimited term and need not be reappointed annually or at any
other periodic interval. The Board of Directors may appoint, and
may delegate power to appoint, such other officers, agents and
employees as it may deem necessary or proper, who shall hold
their offices or positions for such terms, have such authority
and perform such duties as may from time to time be determined by
or pursuant to authorization of the Board of Directors.
Section 4.2 Resignation and Removal. Any officer may
resign at any time upon written notice to the Corporation. Any
officer, agent or employee of the Corporation may be removed by
the Board of Directors, or by a duly authorized committee
thereof, with or without cause at any time. The Board of
Directors or such a committee thereof may delegate such power of
removal as to officers, agents and employees not appointed by the
Board of Directors or such a committee. Such removal shall be
without prejudice to a person's contract rights, if any, but the
appointment of any person as an officer, agent or employee of the
Corporation shall not of itself create contract rights.
7
<PAGE> 8
Section 4.3 Compensation and Bond. The compensation
of the officers of the Corporation shall be fixed by the Board of
Directors, but this power may be delegated to any officer in
respect of other officers under his or her control. The
Corporation may secure the fidelity of any or all of its
officers, agents or employees by bond or otherwise.
Section 4.4 Chairman of the Board. The Chairman of
the Board shall preside at all meetings of stockholders and of
the Board of Directors and shall have such other powers and
duties as may be delegated to him or her by the Board of
Directors.
Section 4.5 President. The President shall be the
chief executive officer of the Corporation. In the absence of
the Chairman of the Board, he or she shall preside at all
meetings of the stockholders and of the Board of Directors. He
or she shall have general charge of the business affairs of the
Corporation. He or she may employ and discharge employees and
agents of the Corporation, except such as shall be appointed by
the Board of Directors, and he or she may delegate these powers.
The President may vote the stock or other securities of any other
domestic or foreign corporation of any type or kind which may at
any time be owned by the Corporation, may execute any
stockholders, or other consents in respect thereof and may in his
or her discretion delegate such powers by executing proxies, or
otherwise, on behalf of the Corporation. The Board of Directors
by resolution from time to time may confer like powers upon any
other person or persons.
Section 4.6 Vice Presidents. Each Vice President
shall have such powers and perform such duties as the Board of
Directors or the President may from time to time prescribe. In
the absence or inability to act of the President, unless the
Board of Directors shall otherwise provide, the Vice President
who has served in that capacity for the longest time and who
shall be present and able to act, shall perform all the duties
and may exercise any of the powers of the President. The
performance of any duty by a Vice President shall, in respect of
any other person dealing with the Corporation, be conclusive
evidence of his or her power to act.
Section 4.7 Treasurer. The Treasurer shall have
charge of all funds and securities of the Corporation, shall
endorse the same for deposit or collection when necessary and
deposit the same to the credit of the Corporation in such banks
or depositaries as the Board of Directors may authorize. He or
she may endorse all commercial documents requiring endorsements
for or on behalf of the Corporation and may sign all receipts and
vouchers for payments made to the Corporation. He or she shall
have all such further powers and duties as generally are incident
to the position of Treasurer or as may be assigned to him or her
by the President or the Board of Directors.
8
<PAGE> 9
Section 4.8 Secretary. The Secretary shall record all
the proceedings of the meetings of the stockholders and directors
in a book to be kept for that purpose and shall also record
therein all action taken by written consent of the stockholders
or directors in lieu of a meeting. He or she shall attend to the
giving and serving of all notices of the Corporation. He or she
shall have custody of the seal of the Corporation and shall
attest the same by his or her signature whenever required. He or
she shall have charge of the stock ledger and such other books
and papers as the Board of Directors may direct, but he or she
may delegate responsibility for maintaining the stock ledger to
any transfer agent appointed by the Board of Directors. He or
she shall have all such further powers and duties as generally
are incident to the position of Secretary or as may be assigned
to him or her by the President or the Board of Directors.
Section 4.9 Assistant Treasurers. In the absence or
inability to act of the Treasurer, any Assistant Treasurer may
perform all the duties and exercise all the powers of the
Treasurer. The performance of any such duty shall, in respect of
any other person dealing with the Corporation, be conclusive
evidence of his or her power to act. An Assistant Treasurer
shall also perform such other duties as the Treasurer or the
Board of Directors may assign to him or her.
Section 4.10 Assistant Secretaries. In the absence or
inability to act of the Secretary, any Assistant Secretary may
perform all the duties and exercise all the powers of the
Secretary. The performance of any such duty shall, in respect of
any other person dealing with the Corporation, be conclusive
evidence of his or her power to act. An Assistant Secretary
shall also perform such other duties as the Secretary or the
Board of Directors may assign to him or her.
Section 4.11 Delegation of Duties. In case of the
absence of any officer of the Corporation, or for any other
reason that the Board of Directors may deem sufficient, the Board
of Directors may confer for the time being the powers or duties,
or any of them, of such officer upon any other officer or upon
any director.
Section 4.12 Loans to Officers and Employees; Guaranty
of obligations of officers and Employees. Subject to the
limitations, if any, imposed by law, including under the Public
Utility Holding Company Act of 1935 (the "1935 Act"), and the
receipt of any required governmental and regulatory approvals,
including of the Securities and Exchange Commission under the
1935 Act, the Corporation may lend money to, or guarantee any
obligation of, or otherwise assist any officer or other employee
of the Corporation or any subsidiary, including any officer or
employee who is a director of the Corporation or any subsidiary,
whenever, in the judgment of the directors, such loan, guaranty
or assistance may reasonably be expected to benefit the
9
<PAGE> 10
Corporation. The loan, guaranty or other assistance may be with
or without interest, and may be unsecured, or secured in such
manner as the Board of Directors shall approve, including,
without limitation, a pledge of shares of stock of the
Corporation.
ARTICLE V
Indemnification
Section 5.1 Indemnification of Directors, Officers,
Employees and Agents. Any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (including any action or suit by
or in the right of the Corporation to procure a judgment in its
favor) by reason of the fact that he or she 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, partnership, joint
venture, trust or other enterprise, shall be indemnified by the
Corporation, if, as and to the extent authorized by applicable
law, against expenses (including attorney's fees), judgments,
fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with the defense or
settlement of such action, suit or proceeding. Expenses incurred
by an officer or director in defending a civil or criminal
action, suit or proceeding shall be paid by the corporation in
advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the
corporation as authorized by statute. Such expenses incurred by
other employees and agents may be so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.
The indemnification and advancement of expenses provided by, or
granted pursuant to, this By-law or statute in a specific case
shall not be deemed exclusive of any other rights to which any
person seeking indemnification or advancement of expenses may be
entitled under any lawful agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his or
her official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators
of such a person.
10
<PAGE> 11
ARTICLE VI
Common Stock
Section 6.1 Certificates. Certificates for stock of
the Corporation shall be in such form as shall be approved by the
Board of Directors and shall be signed in the name of the
Corporation by the Chairman of the Board, the President or a Vice
President, and by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary. Such certificates may be
sealed with the seal of the Corporation or a facsimile thereof.
Any of or all the signatures on a certificate may be a facsimile.
In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the
Corporation with the same effect as if he or she were such
officer, transfer agent or registrar at the date of issue.
Section 6.2 Transfers of Stock. Transfers of stock
shall be made only upon the books of the Corporation by the
holder, in person or by duly authorized attorney, and on the
surrender of the certificate or certificates for such stock
properly endorsed. The Board of Directors shall have the power
to make all such rules and regulations, not inconsistent with the
Certificate of Incorporation and these By-Laws and the law, as
the Board of Directors may deem appropriate concerning the issue,
transfer and registration of certificates for stock of the
Corporation. The Board may appoint one or more transfer agents
or registrars of transfers, or both, and may require all stock
certificates to bear the signature of either or both.
Section 6.3 Lost, Stolen or Destroyed Certificates.
The Corporation may issue a new stock certificate in the place of
any certificate theretofore issued by it, alleged to have been
lost, stolen or destroyed, and the Corporation may require the
owner of the lost, stolen or destroyed certificate or his or her
legal representative to give the Corporation a bond sufficient to
indemnify it against any claim that may be made against it on'
account of the alleged loss, theft or destruction of any such
certificate or the issuance of any such new certificate. The
Board of Directors may require such owner to satisfy other
reasonable requirements.
Section 6.4 Stockholder Record Date. In order that
the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend
or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or
exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix, in advance, a record date, which
shall not be more than sixty nor less than ten days before the
11
<PAGE> 12
date of such meeting, nor more than sixty days prior to any other
action. Only such stockholders as shall be stockholders of
record on the date so fixed shall be entitled to notice of, and
to vote at, such meeting and any adjournment thereof, or to give
such consent, or to receive payment of such dividend or other
distribution, or to exercise such rights in respect of any such
change, conversion or exchange of stock, or to participate in
such action, as the case may be, notwithstanding any transfer of
any stock on the books of the Corporation after any record date
so fixed.
If no record date is fixed by the Board of Directors,
(1) the record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the date on which
notice is given, or, if notice is waived by all stockholders
entitled to vote at the meeting, at the close of business on the
day next preceding the day on which the meeting is held, (2) the
record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no
prior action by the Board of Directors is necessary, shall be at
the close of business on the day on which the first written
consent is expressed by the filing thereof with the Corporation
as provided in Section 1.9 of these By-Laws, and (3) the record
date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.
A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to
any adjournment of the meeting; provided, however, that the Board
of Directors may fix a new record date for the adjourned meeting.
ARTICLE VII
Seal
Section 7.1 Seal. The seal of the Corporation shall
be circular in form and shall bear, in addition to any other
emblem or device approved by the Board of Directors, the name of
the Corporation, the year of its incorporation and the words
"Corporate Seal" and "Delaware". The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or
in any other manner reproduced.
12
<PAGE> 13
ARTICLE VIII
Waiver of Notice
Section 8.1 Waiver of Notice. Whenever notice is
required to be given by statute, or under any provision of the
Certificate of Incorporation or these By-Laws, a written waiver
thereof, signed by the person entitled to notice, whether before
or after the time stated therein, shall be deemed equivalent to
notice. In the case of a stockholder, such waiver of notice may
be signed by such stockholder's attorney or proxy duly appointed
in writing. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting at
the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened. Neither
the business to be transacted at, nor the purpose of, any regular
or special meeting of the stockholders, directors or members of a
committee of directors need be specified in any written waiver of
notice.
ARTICLE IX
Checks, Notes, Drafts, Etc.
Section 9.1 Checks, Notes, Drafts, Etc. Checks,
notes, drafts, acceptances, bills of exchange and other orders or
obligations for the payment of money shall be signed by such
officer or officers or person or persons as the Board of
Directors or a duly authorized committee thereof may from time to
time designate.
ARTICLE X
Amendments
Section 10.1 Amendments. These By-Laws or any of them
may be altered or repealed, and new By-Laws may be adopted, by
the stockholders by vote at a meeting or by written consent
without a meeting. The Board of Directors shall also have power,
by a majority vote of the whole Board of Directors, to alter or
repeal any of these By-Laws, and to adopt new By-Laws.
13
<PAGE> 14
ARTICLE XI
Emergency By-Laws
Section 11.1 Emergency By-Laws. The Emergency By-Laws
provided in this Section 11.1 shall be operative during any
emergency in the conduct of the business of the corporation
resulting from an attack on the United States or on a locality in
which the corporation conducts its business or customarily holds
meetings of its Board of Directors or its stockholders, or during
any nuclear or atomic disaster, or during the existence of any
catastrophe, or other similar emergency condition, as a result of
which a quorum of the Board of Directors or a standing committee
thereof cannot readily be convened for action notwithstanding any
different provision in the preceding By-Laws or in the
Certificate of Incorporation or in the law. To the extent not
inconsistent with the provisions of this Section, the By-Laws of
the Corporation shall remain in effect during any emergency and
upon its termination the Emergency By-Laws shall cease to be
operative. Any amendments of these Emergency By-Laws may make
any further or different provision that may be practical and
necessary for the circumstances of the emergency.
During any such emergency: (A) A meeting of the Board
of Directors or a committee thereof may be called by any officer
or director of the Corporation. Notice of the time and place of
the meeting shall be given by the person calling the meeting to
such of the directors as it may be feasible to reach by any
available means of communication. Such notice shall be given at
such time in advance of the meeting as circumstances permit in
the judgment of the person calling the meeting. (3) The director
or directors in attendance at the meeting shall constitute a
quorum. (C) The officers or other persons designated on a list
approved by the Board of Directors before the emergency, all in
such order of priority and subject to such conditions and for
such period of time (not longer than reasonably necessary after
the termination of the emergency) as may be provided in the
resolution approving the list, shall, to the extent required to
provide a quorum at any meeting of the Board of Directors, be
deemed directors for such meeting. (D) The Board of Directors,
either before or during any such emergency, may provide, and from
time to time modify, lines of succession in the event that during
such emergency any or all officers or agents of the corporation
shall for any reason be rendered incapable of discharging their
duties. (E) The Board of Directors, either before or during any
such emergency, may, effective in the emergency, change the head
office or designate several alternative head offices or regional
offices, or authorize the officers so to do. (F) To the extent
required to constitute a quorum at any meeting of the Board of
Directors during such an emergency, the officers of the
corporation who are present shall be deemed, in order of rank and
within the same rank in order of seniority, directors for such
meeting.
14
<PAGE> 15
No officer, director or employee acting in accordance
with any Emergency By-Laws shall be liable except for willful
misconduct.
These Emergency By-Laws shall be subject to repeal or
change by further action of the Board of Directors or by action
of the stockholders.
15
Exhibit B-12.1
<PAGE> 1
CERTIFICATE OF INCORPORATION
OF
CSW INTERNATIONAL, INC.
The undersigned, for the purpose of organizing a
corporation under the General Corporation Law of the State of
Delaware, certifies:
FIRST: The name of the corporation is CSW
International, Inc.
SECOND: The address of the corporation's registered
office in the State of Delaware is The Corporation Trust Company,
Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801, County of New Castle. The name of its registered
agent at such address is The Corporation Trust Company.
THIRD: The purpose of the corporation is to engage in
any lawful act or activity for which corporations may be orga-
nized under the General Corporation Law of the State of Delaware.
FOURTH: The total number of shares of stock which the
corporation shall have authority to issue is one thousand (1,000)
shares of common stock, each without par value.
FIFTH: The name and mailing address of the sole
incorporator are Robert Lee Garner III, 601 South Figueroa
Street, Suite 3000, Los Angeles, California 90017.
SIXTH: A director of the corporation shall not be
personally liable to the corporation or its stockholders for
<PAGE> 2
monetary damages for breach of fiduciary duty as a director;
provided, however, that the foregoing provision shall not
eliminate or limit the liability of a director (i) for any breach
of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation
Law, as the same exists or hereafter may be amended, or (iv) for
any transaction from which the director derived any improper
personal benefit. If the Delaware General Corporation Law is
amended after the date of the filing of this Certificate of
Incorporation to authorize corporate action further eliminating
or limiting the personal liability of directors, then the
liability of a director of the corporation, in addition to the
limitation on personal liability provided herein, shall be
eliminated or limited to the fullest extent permitted by the
Delaware General Corporation Law, as so amended. No repeal or
modification of this Article SIXTH shall apply to or have any
effect on the liability or alleged liability of any director of
the corporation for or with respect to any acts or omissions of
such director occurring prior to such repeal or modification.
SEVENTH: Whenever a compromise or an arrangement is
proposed between the corporation and its creditors or any class
of them and/or between the corporation and its stockholders or
any class of them, any court of equitable jurisdiction within the
- 2 -
<PAGE> 3
State of Delaware may, on the application in a summary way of the
corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the
corporation under the provisions of Section 291 of the Delaware
General Corporation Law or on the application of trustees in
dissolution or of any receiver or receivers appointed for the
corporation under the provisions of Section 279 of the Delaware
General Corporation Law, order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of
stockholders of the corporation, as the case may be, to be
summoned in such manner as the said court directs. If a majority
in number representing three fourths in value of the creditors or
class of creditors, and/or of the stockholders or class of
stockholders of the corporation, as the case may be, agree to any
compromise or arrangement and to any reorganization of the
corporation as a consequence of such compromise or arrangement,
the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of
creditors, and/or on all the stockholders or class of
stockholders, of the corporation, as the case may be, and also on
the corporation.
EIGHTH: The corporation expressly elects not to be
governed by Section 203 of the Delaware General Corporation Law,
as the same exists or hereafter may be amended.
- 3 -
<PAGE> 4
NINTH: The directors shall have power to make, alter
or repeal by-laws, except as may otherwise be provided in the
by-laws.
TENTH: Elections of directors need not be by written
ballot, except as may otherwise be provided in the by-laws.
ELEVENTH: The powers of the sole incorporator shall
terminate upon the filing of this Certificate of Incorporation.
The following persons shall serve as the directors of the
Corporation to hold office until the first annual meeting of
stockholders of the Corporation or until the successors of such
directors are elected and qualify:
E. R. Brooks Director & Chairman of
the Board
Terry D. Dennis Director
Harry D. Mattison Director
Ferd. C. Meyer, Jr. Director
Glenn D. Rosilier Director
Thomas V. Shockley III Director
The address for all of the above directors is: 1616
Woodall Rodgers Freeway, Dallas, Texas 75202.
WITNESS my signature this 9th day of November, 1994.
Robert Lee Garner III
Sole Incorporator
- 4 -
Exhibit B-12.2
BY-LAWS
OF
CSW INTERNATIONAL, INC.
Adopted as of November 9, 1994
TABLE OF CONTENTS
Page
BY-LAWS
OF
CSW INTERNATIONAL, INC.
ARTICLE I
Stockholders..................... 1
Section 1.1 Annual Meeting........................... 1
Section 1.2 special . . . . . . . . . . . . . 1
Section 1.3 Notice of Meetings....................... 2
Section 1.4 Quorum................................... 3
Section 1.5 Voting................................... 3
Section 1.6 Presiding Officer and Secretary........... 4
Section 1.7 Proxies................................... 4
Section 1.8 List of Stockholders..................... 5
Section 1.9 Written Consent of Stockholders of
meeting................................... 6
ARTICLE II
Directors....................... 7
Section 2.1 Number of Directors..................... 7
Section 2.2 Election and Term of Directors........... 7
Section 2.3 Vacancies and Newly Created
Directorships........................... 8
Section 2.4 Resignation............................. 8
Section 2.5 Removal................................. 8
Section 2.6 Meetings................. 9
Section 2.7 Quorum and Voting....................... 10
Section 2.8 Written Consent of Directors in Lieu of a
Meeting.................................. 10
Section 2.9 Compensation............................. 11
Section 2.10 Contracts and Transactions Involving
Directors............................... 11
ARTICLE III
Committees of the Board of Directors......... 12
Section 3.1 Appointment and Powers................... 12
- i -
ARTICLE IV
Officers, Agents and Employees........... 13
Section 4.1 Appointment and Term of office........... 13
Section 4.2 Resignation and Removal................. 14
Section 4.3 Compensation and Bond................... 15
Section 4.4 Chairman of the Board................... 15
Section 4.5 President............................... 15
Section 4.6 Vice Presidents......................... 16
Section 4.7 Treasurer............................... 16
Section 4.8 Secretary............................... 17
Section 4.9 Assistant Treasurers..................... 17
Section 4.10 Assistant Secretaries................... 18
Section 4.11 Delegation of Duties..................... 18
Section 4.12 Loans to officers and Employees; Guaranty
of Obligations of Officers and Employees 18
ARTICLE V
Indemnification................... 19
Section 5.1 Indemnification and Advancement of
Expenses................................. 19
Section 5.2 Indemnification and Advancement not
Exclusive Right.............. 22
Section 5.3 Insurance................................. 23
Section 5.4 certain Definitions....................... 23
Section 5.5 Continuation............................. 24
ARTICLE VI
Capital Stock..................... 24
Section 6.1 Certificates............................. 24
Section 6.2 Transfers of Stock....................... 25
Section 6.3 Lost, Stolen or Destroyed Certificates... 25
Section 6.4 Stockholder Record Date................... 26
ARTICLE VII
Seal......................... 28
Section 7.1 Seal..................................... 28
ARTICLE VIII
Waiver of Notice................... 28
Section 8.1 Waiver of Notice......................... 28
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ARTICLE IX
Checks, Notes, Drafts, Etc............... 29
Section 9.1 Checks, Notes, Drafts, Etc................. 29
ARTICLE X
Amendments..................... 29
Section 10.1 Amendments............................... 29
ARTICLE XI
Emergency By-Laws................... 29
Section 11.1 Emergency By-Laws....................... 29
- iii -
BY-LAWS
OF
CSW INTERNATIONAL, INC.
ARTICLE I
Stockholders
Section 1.1 Annual Meeting. Except as otherwise
provided in Section 1.9 of these By-Laws, an annual meeting of
stockholders of, the Corporation for the election of directors and
for the transaction of any other proper business shall be held at
such time and date in each year as the Board of Directors, the
Chairman of the Board, if any, or the President may from time to
time determine. The annual meeting in each year shall be held at
such hour on said day and at such place within or without the
State of Delaware as may be fixed by the Board of Directors, or,
if not so fixed, at 11:00 a.m. at the principal business office
of the Corporation at Lincoln Plaza 45th Floor, 500 North *Akard,
Dallas, Texas 75201-3398.
Section 1.2 Special Meetings. A special meeting of
the holders of stock of the Corporation entitled to vote on any
business to be considered at any such meeting may be called by
the Chairman of the Board, if any, or the President or any Vice
President, and shall be called by the Chairman of the Board, if
any, or the President or the Secretary when directed to do so by
resolution of the Board of Directors, or at the written request
of directors representing a majority of the whole Board of
Directors or of shareholders representing a majority of the total
shares then outstanding. Any such request shall state the
purpose or purposes of the proposed meeting.
Section 1.3 Notice of Meetings. Whenever stockholders
are required or permitted to take any action at a meeting, unless
notice is waived in writing by all stockholders entitled to vote
at the meeting, a written notice of the meeting shall be given
which shall state the place, date and hour of the meeting, and,
in the case of a special meeting, the purpose or purposes for
which the meeting is called.
Unless otherwise provided by law, and except as to any
stockholder duly waiving notice, the written notice of any
meeting shall be given personally or by mail, not less than ten
nor more than sixty days before the date of the meeting to each
stockholder entitled to vote at such meeting. If mailed, notice
shall be deemed given when deposited in the United States mail,
postage prepaid, directed to the stockholder at his or her
address as it appears on the records of the Corporation.
When a meeting is adjourned to another time or place,
notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting the Corporation
may transact any business which might have been transacted at the
original meeting. If, however, the adjournment is for more than
2
thirty days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to
vote at the meeting.
Section 1.4 Quorum. Except as otherwise provided by
law or by the Certificate of Incorporation or by these By-Laws in
respect of the vote required for a specified action, at any
meeting of stockholders the holders of a majority of the
outstanding stock entitled to vote thereat, either present or
represented by proxy, shall constitute a quorum for the
transaction of any business, but the stockholders present,
although less than a quorum, may adjourn the meeting to another
time or place and, except as provided in the last paragraph of
Section 1.3 of these By-Laws, notice need not be given of the
adjourned meeting.
Section 1.5 Voting. Whenever directors are to be
elected at a meeting, they shall be elected by a plurality of the
votes cast at the meeting by the holders of stock entitled to
vote. Whenever any corporate action, other than the election of
directors, is to be taken by vote of stockholders at a meeting,
it shall, except as otherwise required by law or by the
Certificate of Incorporation or by these By-Laws, be authorized
by a majority of the votes cast at the meeting by the holders of
stock entitled to vote thereon.
- 3 -
Except as otherwise provided by law, or by the
Certificate of Incorporation, each holder of record of stock of
the Corporation entitled to vote on any matter at any meeting of
stockholders shall be entitled to one vote for each share of such
stock standing in the name of such holder on the stock ledger of
the Corporation on the record date for the determination of the
stockholders entitled to vote at the meeting.
Upon the demand of any stockholder entitled to vote,
the vote for directors or the vote on any other matter at a
meeting shall be by written ballot, but otherwise the method of
voting and the manner in which votes are counted shall be
discretionary with the presiding officer at the meeting.
Section 1.6 Presiding officer and Secretary. At every
meeting of stockholders, the Chairman of the Board, or in his or
her absence (or if there be none) the President, or in his or her
absence a Vice President, or if none be present, an appointee
determined at the meeting, shall preside. The Secretary, or in
his or her absence an Assistant Secretary, or if none be present,
the appointee of the presiding officer of the meeting, shall act
as secretary of the meeting.
Section 1.7 Proxies. Each stockholder entitled to
vote at a meeting of stockholders or to express consent or
dissent to corporate action in writing without a meeting may
authorize another person or persons to act for him or her by
proxy, but no such proxy shall be voted or acted upon after three
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years from its date, unless the proxy provides for a longer
period. Every proxy shall be signed by the stockholder or by his
or her duly authorized attorney. A duly executed proxy shall be
irrevocable if it states that it is irrevocable and if, and only
as long as, it is coupled with an interest sufficient in law to
support an irrevocable power. A proxy may be made irrevocable
regardless of whether the interest with which it is coupled is an
interest in the stock itself or an interest in the Corporation
generally.
Section 1.8 List of Stockholders. If the Corporation
has more than a single stockholder, then the officer who has
charge of the stock ledger of the Corporation shall prepare and
make,, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address
of each stockholder and the number of shares registered in the
name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the
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whole time thereof, and may be inspected by any stockholder who
is present.
The stock ledger shall be the only evidence as to who
are the stockholders entitled to examine the stock ledger, any
list required by this Section or the books of the Corporation, or
to vote in person or by proxy at any meeting of stockholders.
Section 1.9 Written Consent of Stockholders in Lieu of
Meeting. Any action required by statute to be taken at any
annual or special meeting of stockholders of the Corporation, or
any action which may be taken at any annual or special meeting of
the stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at
a meeting at which all shares entitled to vote thereon were
present and voted. Prompt written notice of the taking of the
corporate action without a meeting by less than unanimous written
consent shall be so given to those stockholders who have not
consented in writing. Any such written consent may be given by
one or any number of substantially concurrent written instruments
of substantially similar tenor signed by such stockholders, in
person or by attorney or proxy duly appointed in writing, and
filed with the Secretary or an Assistant Secretary of the
Corporation. Any such written consent shall be effective as of
6
the effective date thereof as specified therein, provided that
such date is not more than sixty days prior to the date such
written consent is filed as aforesaid, or, if no such date is so
specified, on the date such written consent is filed as
aforesaid.
ARTICLE II
Directors
Section 2.1 Number of Directors. The business and
affairs of the Corporation shall be managed by or under the
direction of the Board of Directors. The Board of Directors
shall consist of six (6) directors until changed as provided in
this Section 2.1. The number of directors may be changed at any
time and from time to time by vote at a meeting or by written
consent of the holders of stock entitled to vote on the election
of directors, or by a resolution of the Board of Directors passed
by a majority of the whole Board of Directors, except that no
decrease shall shorten the term of any incumbent director unless
such director is specifically removed pursuant to Section 2.5 of
these By-Laws at the time of such decrease.
Section 2.2 Election and Term of Directors. Directors
shall be elected annually, by election at the annual meeting of
stockholders or by written consent of the holders of stock
entitled to vote thereon in lieu of such meeting. If the annual
election of directors is not held on the date designated
7
therefor, the directors shall cause such election to be held as
soon thereafter as convenient. Each director shall hold office
from the time of his or her election and qualification until his
or her successor is elected and qualified or until his or her
earlier resignation or removal.
Section 2.3 Vacancies and Newly Created Directorships.
Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by
election at a meeting of stockholders or by written consent of
the holders of stock entitled to vote thereon in lieu of a
meeting. Except as otherwise provided by law, vacancies and such
newly created directorships may also be filled by a majority of
the directors then in office, although less than a quorum, or by
a sole remaining director.
Section 2.4 Resignation. Any director may resign at
any time upon written notice to the Corporation. Any such
resignation shall take effect at the time specified therein or,
if the time be not specified, upon receipt thereof, and the
acceptance of such resignation, unless required by the terms
thereof, shall not be necessary to make such resignation
effective.
Section 2.5 Removal. Any or all of the directors may
be removed at any time, with or without cause, by vote at a
meeting or by written consent of the holders of stock entitled to
vote on the election of directors.
8
Section 2.6 Meetings. Meetings of the Board of
Directors, regular or special, may be held at any place within or
without the State of Delaware. Members of the Board of
Directors, or of any committee designated by the Board, may
participate in a meeting of such Board or committee by means of
conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each
other, and participation in a meeting by such means shall
constitute presence in person at such meeting. An annual meeting
of the Board of Directors shall be held after each annual
election of directors. If such election occurs at an annual
meeting of stockholders, the annual meeting of the Board of
Directors shall be held at the same place and immediately
following such meeting of stockholders, and no notice thereof
need be given. If an annual election of directors occurs by
written consent in lieu of the annual meeting of stockholders,
the annual meeting of the Board of Directors shall take place as
soon after such written consent is duly filed with the
Corporation as is practicable, either at the next regular meeting
of the Board of Directors or at a special meeting. The Board, of
Directors may fix times and places for regular meetings of the
Board and no notice of such meetings need be given. A special
meeting of the Board of Directors shall be held whenever called
by the Chairman of the Board, if any, or by the President or by
at least one-third of the directors for the time being in office,
9
at such time and place as shall be specified in the notice or
waiver thereof. Notice of each special meeting shall be given by
the Secretary or by a person calling the meeting to each director
by mailing the same, postage prepaid, not later than the second
day before the meeting, or personally or by telegraphing or
telephoning the same not later than the day before the meeting.
Section 2.7 Quorum and Voting. A majority of the
total number of directors shall constitute a quorum for the
transaction of business, but, if there be less than a quorum at
any meeting of the Board of Directors, a majority of the
directors present may adjourn the meeting from time to time, and
no further notice thereof need be given other than announcement
at the meeting which shall be so adjourned. Except as otherwise
provided by law, by the Certificate of Incorporation, or by these
By-Laws, the vote of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the
Board of Directors.
Section 2.8 Written Consent of Directors in Lieu of a
Meeting. Any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee thereof-may
be taken without a meeting if all members of the Board or of such
committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings
of the Board or committee.
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Section 2.9 Compensation. Directors may receive
compensation for services to the Corporation in their capacities
as directors or otherwise in such manner and in such amounts as
may be fixed from time to time by the Board of Directors.
Section 2.10 Contracts and Transactions Involving
Directors. No contract or transaction between the Corporation
and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association,
or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in
the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his,
her or their votes are counted for such purpose, if: (a) the
material facts as to his or her relationship or interest and as
to the contract or transaction are disclosed or are known to the
Board of Directors or the committee, and the Board or committee
in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors,
even though the disinterested directors be less than a quorum; or
(b) the material facts as to his or her relationship or interest
and as to the contract or transaction are disclosed or are known
to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the
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stockholders; or (c) the contract or transaction is fair as to
the Corporation as of the time it is authorized, approved or
ratified, by the Board of Directors, a committee thereof, or the
stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or
transaction.
ARTICLE III
Committees of the Board of Directors
Section 3.1 Appointment and Powers. The Board of
Directors may from time to time, by resolution passed by a
majority of the whole Board, designate one or more committees,
each committee to consist of one or more directors of the
Corporation. The Board of Directors may designate one or more
directors as alternate members of any committee, who may replace
any absent or disqualified member at any meeting of the
committee. The resolution of the Board of Directors may, in
addition or alternatively, provide that in the absence or
disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from
voting, whether or not he, she or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to
act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided
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in the resolution of the Board of Directors, shall have and may
exercise all the powers and authority of the Board of Directors
in the management of the business and affairs of the Corporation,
and may authorize the seal of the Corporation to be affixed to
all papers which may require it, except as otherwise provided by
law. Unless the resolution of the Board of Directors expressly
so provides, no such committee shall have the power or authority
to declare a dividend or to authorize the issuance of stock. Any
such committee may adopt rules governing the method of calling
and time and place of holding its meetings. Unless otherwise
provided by the Board of Directors, a majority of any such
committee (or the member thereof, if only one) shall constitute a
quorum for the transaction of business, and the vote of a
majority of the members of such committee present at a meeting at
which a quorum is present shall be the act of such committee.
Each such committee shall keep a record of its acts and
proceedings and shall report thereon to the Board of Directors
whenever requested so to do. Any or all members of any such
committee may be removed, with or without cause, by resolution of
the Board of Directors, passed by a majority of the whole Board.
ARTICLE IV
Officers, Agents and Employees
Section 4.1 Appointment and Term of Office. The
officers of the Corporation shall include a President, a
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Secretary and a Treasurer, and may include a Chairman of the
Board, one or more Vice Presidents, one or more Assistant
Secretaries and one or more Assistant Treasurers. All such
officers shall be appointed by the Board of Directors or by a
duly authorized committee thereof. Any number of such offices
may be held by the same person. Except as may be prescribed
otherwise by the Board of Directors or a committee thereof in a
particular case, all such officers shall hold their offices at
the pleasure of the Board for an unlimited term and need not be
reappointed annually or at any other periodic interval. The
Board of Directors may appoint, and may delegate power to
appoint, such other officers, agents and employees as it may deem
necessary or proper, who shall hold their offices or positions
for such terms, have such authority and perform such duties as
may from time to time be determined by or pursuant to
authorization of the Board of Directors.
Section 4.2 Resignation and Removal. Any officer may
resign at any time upon written notice to the Corporation. Any
officer, agent or employee of the Corporation may be removed by
the Board of Directors, or by a duly authorized committee
thereof, with or without cause at any time. The Board of
Directors or such a committee thereof may delegate such power of
removal as to officers, agents and employees not appointed by the
Board of Directors or such a committee. Such removal shall be
without prejudice to a person's contract rights, if any, but the
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appointment of any person as an officer, agent or employee of the
corporation shall not of itself create contract rights.
Section 4.3 Compensation and Bond. The compensation
of the officers of the Corporation shall be fixed by the Board of
Directors, but this power may be delegated to any officer in
respect of other officers under his or her control. The
Corporation may secure the fidelity of any or all of its
officers, agents or employees by bond or otherwise.
Section 4.4 Chairman of the Board. The Chairman of
the Board, if there be one, shall preside at all meetings of
stockholders and of the Board of Directors, and shall have such
other powers and duties as may be delegated to him or her by the
Board of Directors.
Section 4.5 President. The President shall be the
chief executive officer of the Corporation. In the absence of
the Chairman of the Board (or if there be none), he or she shall
preside at all meetings of the stockholders and of the Board of
Directors. He or she shall have general charge of the business
affairs of the Corporation. He or she may employ and discharge
employees and agents of the corporation, except such as shall, be
appointed by the Board of Directors, and he or she may delegate
these powers. The President may vote the stock or other
securities of any other domestic or foreign corporation of any
type or kind which may at any time be owned by the Corporation,
may execute any stockholders' or other consents in respect
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thereof and may in his or her discretion delegate such powers by
executing proxies, or otherwise, on behalf of the Corporation.
The Board of Directors by resolution from time to time may confer
like powers upon any other person or persons.
Section 4.6 Vice Presidents. Each Vice President
shall have such powers and perform such duties as the Board of
Directors or the President may from time to time prescribe. In
the absence or inability to act of the President, unless the
Board of Directors shall otherwise provide, the Vice President
who has served in that capacity for the longest time and who
shall be present and able to act, shall perform all the duties
and may exercise any of the powers of the President. The
performance of any duty by a Vice President shall, in respect of
any other person dealing with the Corporation, be conclusive
evidence of his or her power to act.
Section 4.7 Treasurer. The Treasurer shall have
charge of all funds and securities of the Corporation, shall
endorse the same for deposit or collection when necessary and
deposit the same to the credit of the corporation in such banks
or depositaries as the Board of Directors may authorize. He or
she may endorse all commercial documents requiring endorsements
for or on behalf of the Corporation and may sign all receipts and
vouchers for payments made to the Corporation. He or she shall
have all such further powers and duties as generally are incident
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to the position of Treasurer or as may be assigned to him or her
by the President or the Board of Directors.
Section 4.8 Secretary. The Secretary shall record all
the proceedings of the meetings of the stockholders and directors
in a book to be kept for that purpose and shall also record
therein all action taken by written consent of the stockholders
or directors in lieu of a meeting. He or she shall attend to the
giving and serving of all notices of the Corporation. He or she
shall have custody of the seal of the Corporation and shall
attest the same by his or her signature whenever required. He or
she shall have charge of the stock ledger and such other books
and papers as the Board of Directors may direct, but he or she
may delegate responsibility for maintaining the stock ledger to
any transfer agent appointed by the Board of Directors. He or
she shall have all such further powers and duties as generally
are incident to the position of Secretary or as may be assigned
to him or her by the President or the Board of Directors.
Section 4.9 Assistant Treasurers. In the absence or
inability to act of the Treasurer, any Assistant Treasurer may
perform all the duties and exercise all the powers of the
Treasurer. The performance of any such duty shall, in respect of
any other person dealing with the Corporation, be conclusive
evidence of his or her power to act. An Assistant Treasurer
shall also perform such other duties as the Treasurer or the
Board of Directors may assign to him or her.
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Section 4.10 Assistant Secretaries. In the absence or
inability to act of the Secretary, any Assistant Secretary may
perform all the duties and exercise all the powers of the
Secretary. The performance of any such duty shall, in respect of
any other person dealing with the Corporation, be conclusive
evidence of his or her power to act. An Assistant Secretary
shall also perform such other duties as the Secretary or the
Board of Directors may assign to him or her.
Section 4.11 Delegation of Duties. In case of the
absence of any officer of the Corporation, or for any other
reasons that the Board of Directors may deem sufficient, the
Board of Directors may confer for the time being the powers or
duties, or any of them, of such officer upon any other officer or
upon any director.
Section 4.12 Loans to Officers and Employees; Guaranty
of Obligations of Officers and Employees. The Corporation may
lend money to, or guarantee any obligation of, or otherwise
assist any officer or other employee of the Corporation or any
subsidiary, including any officer or employee who is a director
of the Corporation or any subsidiary, whenever, in the judgment
of the directors, such loan, guaranty or assistance may
reasonably be expected to benefit the Corporation. The loan,
guaranty or other assistance may be with or without interest, and
may be unsecured, or secured in such manner as the Board of
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Directors shall approve, including, without limitation, a pledge
of shares of stock of the Corporation.
ARTICLE V
Indemnification
Section 5.1 Indemnification and Advancement of
Expenses.
(a) Indemnification in the Case of Proceedings Other
Than by or in the Right of the Corporation. The Corporation
shall indemnify any person who was or is a part or is threatened
to be made a part to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
Corporation) by reason of the fact that he or she 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, partnership,
joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she
acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Corporation,
and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
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settlement, conviction, or upon a plea of nolo *contendere or its
equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he or she
reasonably believed to be in or not opposed to the interests of
the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his or her
conduct was unlawful.
(b) Indemnification in the case of Proceedings by or
in the Right of the Corporation. The Corporation shall indemnify
any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by
or in the right of the Corporation to procure a judgment in its
favor by reason of the fact that he or she 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, partnership, joint
venture, trust or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by him or her
in connection with the defense or settlement of such action or
suit if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests
of the Corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery or the
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court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem
proper.
(c) Indemnification for Expenses. To the extent that
a director, officer, employee or agent of the Corporation has
been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in paragraph (a) or (b) of
this Section 5.1, or in defense of any claim, issue or matter
therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by
him or her in connection therewith.
(d) Determination of Entitlement to Indemnification.
Any indemnification under paragraph (a) or (b) of this section
5.1 (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is
proper in the circumstances because he or she has met the
applicable standard of conduct set forth in paragraph (a) or (b)
of this Section 5.1 Such determination shall be made (i) by the
Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or
proceeding, or, (ii) if such a quorum is not obtainable, or, even
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if obtainable and a quorum of disinterested directors so directs,
by independent legal counsel in written opinion, or (iii) by the
stockholders.
(e) Advancement of Expenses. Expenses (including
attorneys' fees) incurred by an officer or director in defending
any civil, criminal, administrative or investigative action, suit
or proceeding shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to
repay such amount if it shall ultimately be determined that he or
she is not entitled to be indemnified by the Corporation as
authorized in this Article V. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the Board of
Directors deems appropriate.
Section 5.2 Indemnification and Advancement not
Exclusive Right. The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article V shall not be
deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under
any By-Law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such
office.
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Section 5.3 Insurance. The Corporation shall have
power to purchase and maintain insurance on behalf of any person
who 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, partnership, joint venture, trust or other
enterprise against any liability asserted against him or her and
incurred by him or her in any such capacity, or arising out of
his or her status as such, whether or not the Corporation would
have the power to indemnify him or her against such liability
under the provisions of this Article V.
Section 5.4 Certain Definitions. For purposes of this
Article V, references to "other enterprises" shall include
employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the
Corporation" shall include any service as a director, officer,
employee or agent of the Corporation which imposes duties on, or
involves services by, such director, officer, employee or agent
with respect to an employee benefit plan, its participants or,
beneficiaries. In addition, for purposes of this Article V, a
person who acted in good faith and in a manner he or she
reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have
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acted in a manner "not opposed to the best interests of the
Corporation."
Section 5.5 Continuation. The indemnification and
advancement of expenses provided by, or granted pursuant to, this
Article V shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such
person.
ARTICLE VI
Capital Stock
Section 6.1 Certificates. Unless the Board of
Directors provides by resolution or resolutions that some or all
of any or all classes or series of its stock shall be
uncertificated shares, certificates for stock of the Corporation
shall be in such form as shall be approved by the Board of
Directors and shall be signed in the name of the Corporation by
the Chairman or a Vice Chairman of the Board, if any, or the
President or a Vice President, and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary.
Such certificates may be sealed with the seal of the Corporation
or a facsimile thereof. Any of or all the signatures on a
certificate may be a facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature
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has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect
as if he or she were such officer, transfer agent or registrar at
the date of issue.
Section 6.2 Transfers of Stock. Transfers of stock
shall be made only upon the books of the Corporation by the
holder, in person or by duly authorized attorney, and on the
surrender of the certificate or certificates, if any, for such
stock properly endorsed, or, if such stock shall be
uncertificated, then on written notice to the Corporation or, if
one or more transfer agents or registrars of transfers have been
appointed by the Board pursuant to this Section, to any such
transfer agent or registrar of transfers. The Board of Directors
shall have the power to make all such rules and regulations, not
inconsistent with the Certificate of Incorporation and these By-
Laws and applicable law, as the Board of Directors may deem
appropriate concerning the issue, transfer and registration of
certificates for stock of the Corporation. The Board may appoint
one or more transfer agents or registrars of transfers, or both,
and may require all stock certificates to bear the signature of
either or both.
Section 6.3 Lost, Stolen or Destroyed Certificates.
The Corporation may issue a new stock certificate in the place of
any certificate theretofore issued by it and which is alleged to
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have been lost, stolen or destroyed, and the Corporation may
require the owner of the lost, stolen or destroyed certificate or
his or her legal representative to give the Corporation a bond
sufficient to indemnify it against any claim that may be made
against it on account of the alleged loss, theft or destruction
of any such certificate or the issuance of any such new
certificate. The Board of Directors may require such owner to
satisfy other reasonable requirements.
Section 6.4 Stockholder Record Date. In order that
the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend
or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or
exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix, in advance, a record date, which
shall not be more than sixty nor less than ten days before the
date of such meeting, nor more than sixty days prior to any other
action. Only such stockholders as shall be stockholders of
record on the date so fixed shall be entitled to notice of, and
to vote at, such meeting and any adjournment thereof, or to give
such consent, or to receive payment of such dividend or other
distribution, or to exercise such rights in respect of any such
change, conversion or exchange of stock, or to participate in
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such action, as the case may be, notwithstanding any transfer of
any stock on the books of the Corporation after any record date
so fixed.
If no record date is fixed by the Board of Directors,
(a) the record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the date on which
notice is given, or, if notice is waived by all stockholders
entitled to vote at the meeting, at the close of business on the
day next preceding the day on which the meeting is held, (b) the
record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no
prior action by the Board of Directors is necessary, shall be at
the close of business on the day on which the first written
consent is expressed by the filing thereof with the Corporation
as provided in Section 1. 9 of these By-Laws, and (c) the record
date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.
A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to
any adjournment of the meeting; provided, however, that the Board
of Directors may fix a new record date for the adjourned meeting.
- 27 -
ARTICLE VII
Seal
Section 7.1 Seal. The seal of the Corporation shall
be circular in form and shall bear, in addition to any other
*emblem or device approved by the Board of Directors, the name of
the Corporation, the year of its incorporation and the words
"Corporate Seal" and "Delaware." The seal may be used by causing
it or a facsimile thereof to be impressed or affixed or in any
other manner reproduced.
ARTICLE VIII
Waiver of Notice
Section 8.1 Waiver of Notice. Whenever notice is
required to be given by statute, or under any provision of the
Certificate of Incorporation or these By-Laws, a written waiver
thereof, signed by the person entitled to notice, whether before
or after the time stated therein, shall be deemed equivalent to
notice. In the case of a stockholder, such waiver of notice may
be signed by such stockholder's attorney or proxy duly appointed
in writing. Attendance of a person at a meeting shall constitute
a waiver of notice of such meeting, except when the person
attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither
the business to be transacted at, nor the purpose of, any regular
- 28 -
or special meeting of the stockholders, directors or members of a
committee of directors need be specified in any written waiver of
notice.
ARTICLE IX
Checks, Notes, Drafts, Etc.
Section 9.1 Checks, Notes, Drafts, Etc. Checks,
notes, drafts, acceptances, bills of exchange and other orders or
obligations for the payment of money shall be signed by such
officer or officers or person or persons as the Board of
Directors or a duly authorized committee thereof may from time to
time designate.
ARTICLE X
Amendments
Section 10.1 Amendments. These By-Laws or any of them
may be altered or repealed, and new By-Laws may be adopted, by
the stockholders by vote at a meeting or by written consent
without a meeting. The Board of Directors shall also have power,
by a majority vote of the whole Board of Directors, to alter or
repeal any of these By-Laws, and to adopt new By-Laws.
ARTICLE XI
Emergency By-Laws
Section 11.1 Emergency By-Laws. The Emergency By-Laws
provided in this Section 11.1 shall be operative during any
- 29 -
emergency in the conduct of the business of the Corporation
resulting from an attack on the United States or on a locality in
which the Corporation conducts its business or customarily holds
meetings of its Board of Directors or its stockholders, or during
any nuclear or atomic disaster, or during the existence of any
catastrophe, or other similar emergency condition, as a result of
which a quorum of the Board of Directors or a standing committee
thereof cannot readily be convened for action notwithstanding any
different provision in the preceding By-Laws or in the
Certificate of Incorporation or under applicable law. To the
extent not inconsistent with provisions of this Section, the *By-
Laws of the Corporation shall remain in effect during any such
emergency and upon its termination the Emergency By-Laws shall
cease to be operative. Any amendments of these Emergency By-Laws
may make any further or different provision that may be practical
and necessary for the circumstances of any such emergency.
During any such emergency: (a) A meeting of the Board
of Directors or a committee thereof may be called by any officer
or director of the Corporation. Notice of the time and place of
the meeting shall be given by the person calling the meeting to
such of the directors as it may be feasible to reach by any
available means of communication. Such notice shall be given at
such time in advance of the meeting as circumstances permit in
the judgment of the person calling the meeting; (b) The director
or directors in attendance at the meeting shall constitute a
- 30 -
quorum; (c) The officers or other persons designated on a list
approved by the Board of Directors before such emergency, all in
such order of priority and subject to such conditions and for
such period of time (not longer than reasonably necessary after
the termination of such emergency) as may be provided in the
resolution approving the list, shall, to the extent required to
provide a quorum at any meeting of the Board of Directors, be
deemed directors for such meeting; (d) The Board of Directors,
either before or during any such emergency, may provide, and from
time to time modify, lines of succession in the event that during
such emergency any or all officers or agents of the Corporation
shall for any reason be rendered incapable of discharging their
duties; (e) The Board of Directors, either before or during any
such emergency, may, effective during such emergency, change the
head office or designate several alternative head offices or
regional offices, or authorize the officers so to do; and (f) To
the extent required to constitute a quorum at any meeting of the
Board of Directors during such emergency, the officers of the
corporation who are present shall be deemed, in order of rank and
within the same rank in order of seniority, directors for such
meeting.
No officer, director or employee acting in accordance
with any Emergency By-Laws shall be liable except for willful
misconduct.
- 31 -
These Emergency By-Laws shall be subject to repeal or
change by further action of the Board of Directors or by action
of the stockholders.
- 32 -
Exhibit D-1
<PAGE> 1
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
AGREEMENT FOR FILING CONSOLIDATED
FEDERAL INCOME TAX RETURN AND FOR
ALLOCATION OF CONSOLIDATED FEDERAL
INCOME TAX LIABILITIES AND BENEFITS
DATED APRIL 30, 1995
Central and South West Corporation, a registered public
utility holding company, and its Subsidiaries (collectively
referred to as "the Parties") hereby agree to annually join in
the filing of a consolidated Federal income tax return and to
allocate the consolidated Federal income tax liabilities and
benefits among the members of the consolidated group in
accordance with the provisions of this Agreement.
1. Parties To The Agreement
Federal Employer
Company and Address Identification Number
Central and South West Corporation 51-0007707
Dallas, Texas
Central Power and Light Company 74-0550600
Corpus Christi, Texas
Public Service Company of Oklahoma 73-0410895
Tulsa, Oklahoma
Southwestern Electric Power Company 72-0323455
Shreveport, Louisiana
<PAGE> 2
West Texas Utilities Company 75-0646790
Abilene, Texas
Transok, Inc. 73-0625667
Tulsa, Oklahoma
Central and South West Services, Inc. 75-1296566
Dallas, Texas
CSW Leasing, Inc. 75-2013749
Dallas, Texas
CSW Credit, Inc. 75-2055555
Dallas, Texas
CSW Energy, Inc. 75-1901710
Dallas, Texas
Ash Creek Mining Company 73-1008093
Tulsa, Oklahoma
Transok Acquisition Company 73-1394306
Tulsa, Oklahoma
Transok Gas Company 75-2142711
Tulsa, Oklahoma
Transok Gas Transmission Company 74-1829715
Tulsa, Oklahoma
Transok Gas Gathering Company 75-2088284
Tulsa, Oklahoma
Transok Gas Processing Company 73-1398682
Tulsa, Oklahoma
Transok Properties, Inc. 73-1414200
Tulsa, Oklahoma
Southwest Arkansas Utilities Corporation 71-6052763
DeQueen, Arkansas
CSW Development-I, Inc. 75-2370921
Dallas, Texas
<PAGE> 3
CSW Development-II, Inc. 75-2439272
Dallas, Texas
CSW Ft. Lupton, Inc. 75-2474488
Dallas, Texas
Noah I Power G.P., Inc. 33-0489753
Dallas, Texas
CSW Orange, Inc. 75-2505862
Dallas, Texas
CSW Communications, Inc. 75-2548781
Dallas, Texas
CSW International, Inc. 75-2569322
Dallas, Texas
CSW Mulberry, Inc. 75-2523281
Dallas, Texas
Newgulf Power Venture, Inc. 75-2562614
Dallas, Texas
CSW Nevada, Inc. 75-2562610
Dallas, Texas
2. DEFINITIONS
"Consolidated tax" is the aggregate current Federal
income tax liability for a tax year, being the tax
shown on the consolidated Federal income tax return and
any adjustments thereto.
"Corporate taxable income" is the taxable income of a
subsidiary company for a tax year, computed as though
<PAGE> 4
such company had filed a separate return on the same
basis as used in the consolidated return, except that
dividend income from subsidiary companies shall be
disregarded, and other intercompany transactions,
eliminated in consolidation, shall be given appropriate
effect.
"Corporate taxable loss" is the taxable loss of a
subsidiary company for a tax year, computed as though
such company had filed a separate return on the same
basis as used in the consolidated return, except that
dividend income from subsidiary companies shall be
disregarded, and other intercompany transactions,
eliminated in consolidation, shall be given appropriate
effect.
These definitions shall apply, as appropriate, in the
context of the Alternative Minimum Tax ("AMT").
3. TAX ALLOCATION PROCEDURES
The consolidated tax shall be allocated among the
members of the group consistent with Rule 45(c) of the
<PAGE> 5
Public Utility Holding Company Act of 1935, utilizing
the "separate return corporate taxable income" method,
in the following manner:
(a) Intercompany transactions eliminated
by consolidation entries which affect the
consolidated taxable income will be restored
to the appropriate member for the
purpose of computing separate return
corporate taxable income or loss.
(b) The consolidated regular tax,
exclusive of the AMT and calculated prior to
the reduction for any credits including the
AMT credit, will be allocated among the
members of the group based on the ratio of
each member's separate return corporate
taxable income to the total separate return
corporate taxable income.
(c) The consolidated AMT and the
Environmental Tax will be allocated among the
members of the group based on the ratio of
<PAGE> 6
each member's separate return corporate
Alternative Minimum Taxable Income ("AMTI")
to the total separate corporate return AMTI.
(d) With the exception of the parent
corporation, each member of the group having
a separate return corporate taxable loss will
be included in the allocation of the regular
consolidated tax. Such loss members will
receive current payment for the reduction
in the regular consolidated tax
liability resulting from the inclusion of the
losses of such members in the consolidated
return.
Any regular tax savings in consolidation
will be allocated to the members of the group
having separate return corporate taxable
income as provided in sub-section (b).
If the aggregate of the member's
separate return corporate taxable losses are
not entirely utilized on the current year's
<PAGE> 7
consolidated return, the consolidated carry-
back to the applicable prior tax year(s) will
be allocated in accordance with section 6.
(e) The tax allocated to any member of
the group shall not exceed the separate
return tax of such member.
(f) General business credits, other tax
credits and capital losses shall be
equitably allocated to those members whose
investments or contributions generated the
credit or capital loss.
If the credit or capital loss can not be
entirely utilized to offset consolidated
tax, the credit or capital loss carryover
shall be equitably allocated on a separate return
basis to those members whose investments or
contributions generated the credit or capital
loss.
<PAGE> 8
(g) In the event a portion of the
consolidated AMT is not allocable to members
because of the limitation in sub-section (e),
the parent corporation will pay the
unallocated AMT. Such unallocated AMT will
be carried forward, and, if appropriate,
allocated to applicable members in subsequent
taxable years to the extent allowed under sub-
section (e). If any remaining unallocated
AMT is recovered on a consolidated basis in a
subsequent year by the reduction of the
consolidated regular tax by the AMT credit,
the parent corporation will receive the
entire tax benefit of such recovery until the
unallocated AMT is eliminated.
4. EXCLUDED SUBSIDIARY COMPANIES
Prior to the 1991 tax year, CSW Leasing, Inc. and CSW
Energy, Inc. were excluded from the tax allocation
pursuant to Rule 45(c)(4) and the tax benefits
attributable to such companies' losses and credits were
<PAGE> 9
allocated to the parent corporation. These excluded
companies retain separate return carryover rights for
the losses and credits availed of by the parent
corporation through the consolidated return. On future
consolidated tax allocations, the parent corporation
shall pay such companies for the previously allocated
tax benefits to the extent the companies are able to
offset separate return corporate taxable income with
such carryovers.
5. PARENT CORPORATION LOSS
Any regular tax savings in consolidation from the
parent corporation shall be allocated to those members
which have separate return corporate taxable income in
the same manner as the consolidated tax is allocated.
Members having a separate return corporate taxable loss
will not participate in the allocation of the parent
company loss.
<PAGE> 10
6. TAX ADJUSTMENTS
In the event the consolidated tax liability is
subsequently revised by Internal Revenue Service audit
adjustments, amended returns, claims for refund, or
otherwise, such changes shall be allocated in the same
manner as though the adjustments on which they are
based had formed part of the original consolidated
return.
7. EFFECTIVE DATE
This Agreement is effective for the allocation of the
current Federal income tax liabilities of the Parties
for the tax year 1994 and all subsequent years until
this Agreement is revised in writing.
8. APPROVAL
This Agreement is subject to the approval of the
Securities and Exchange Commission. A copy of this
Agreement will be filed as an exhibit to the Form U5S
Annual Report to the Securities and Exchange Commission
by Central and South West Corporation for the year
ended December 31, 1994.
<PAGE> 11
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned, duly authorized, have
signed this Agreement on behalf of the Parties indicated.
Central and South West Corporation
By Wendy G. Hargus
Wendy G. Hargus, Controller
Central and South West Services, Inc.
By /s/ Harry D. Mattison
Chief Executive Officer
Central Power and Light Company
By /s/ Robert R. Carey
President and Chief Executive Officer
Public Service Company of Oklahoma
By /s/ Robert L. Zemanek
President and Chief Executive Officer
Southwestern Electric Power Company
By /s/ Richard H. Bremer
President and Chief Executive Officer
West Texas Utilities Company
By /s/ Glenn Files
President and Chief Executive Officer
<PAGE> 12
Transok, Inc.
Transok Acquisition Company
Transok Gas Company
Transok Gas Transmission Company
Transok Gas Gathering Company
Transok Gas Processing Company
Transok Properties, Inc.
By /s/ F. Joseph Becraft
President and Chief Executive Officer
CSW Mulberry, Inc.
Newgulf Power Venture, Inc.
CSW Nevada, Inc.
CSW Energy, Inc.
CSW Development-I, Inc.
CSW Development-II, Inc.
CSW Ft. Lupton, Inc.
Noah I Power G.P., Inc.
CSW Orange, Inc.
By /s/ Terry D. Dennis
President and Chief Executive Officer
CSW Credit, Inc.
By /s/ Glenn D. Rosilier
President
CSW Leasing, Inc.
By /s/ Glenn D. Rosilier
President
Ash Creek Mining Company
By /s/ E. Michael Williams
President
<PAGE> 13
Southwest Arkansas Utilities Corporation
By /s/ Thomas H. DeWeese
President
CSW Communications, Inc.
By /s/ Lawrence E. DeSimone
President
CSW International, Inc.
By /s/ Terry D. Dennis
President
Exhibit E-1
SWEPCO STATEMENT OF ENVIRONMENTAL LABORATORY SERVICES
FOR THE YEAR ENDED DECEMBER 31, 1994
(THOUSANDS)
NON-AFFILIATES TO WHOM LABORATORY SERVICES PROVIDED REVENUE COST
SABINE MINING COMPANY $110 $42
<PAGE> 1
Exhibit F-1
ITEM 6. OFFICERS AND DIRECTORS - Part III. (a) and (b)
NON-REPORTING COMPANIES:
Directors of companies not reporting under the Securities Exchange Act
of 1934 receive no remuneration for their service in such capacity with
the following exceptions: the outside directors of Transok, Inc. receive
annual directors' fees of $6,000 and $300 per meeting attended, and the
directors of Arklahoma receive annual directors' fees of $300. No Part
III information is given with respect to executive officers of
System companies not reporting under the Securities Exchange Act of
1934, none of whose capacities or compensation in such capacities
would cause such persons to be the chief executive officer or one of
the four other most highly compensated officers of the first direct or
indirect parent filing an Annual Report on Form 10-K or a Proxy
Statement in which the information below is disclosed.
REPORTING COMPANIES:
(a) COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS DURING 1994.
(b) INTEREST IN THE SECURITIES OF SYSTEM COMPANIES BY THE DIRECTORS AND
EXECUTIVE OFFICERS.
CENTRAL AND SOUTH WEST CORPORATION
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION COMMITTEE REPORT
The Corporation's executive compensation program has as its
foundation the following objectives:
Maintaining a compensation program designed to support
the corporate goal of providing superior value to our
stockholders and customers,
Providing comprehensive programs which serve to
facilitate the recruitment, retention and motivation of
qualified executives, and
Rewarding key executives for achieving financial,
operating and personal objectives that produce a
corresponding and direct return to the Corporation's
stockholders in both the long-term and the short-term.
The Executive Compensation Committee of the Board (Committee),
which consists of five independent, outside directors, has designed
the Corporation's compensation programs around a strong pay-for-
performance philosophy. The Committee strives to maintain
competitive levels of total compensation as compared to peers in the
utility industry.
Each year, the Committee conducts a comprehensive review of the
Corporation's executive compensation programs. The Committee is
assisted in these efforts by an independent consultant and by the
Corporation's internal staff, who provide the Committee with relevant
information and recommendations regarding the compensation policies
and specific compensation matters. This review is designed to ensure
that the proper programs are in place to enable the Corporation to
achieve its strategic and operating objectives and provide superior
value to its stockholders, the Corporation's customers, and to
document our relative competitive position.
To maintain competitive, comprehensive compensation, the
Committee reviews a comparison of the Corporation's compensation
programs with those offered by comparable companies within the
utility industry. For each component of compensation as well as
total compensation, the Committee seeks to ensure that the
Corporation's level of compensation for expected level of performance
approximates the average or mean for executive officers in similar
positions at comparable companies. Performance above or below
expected levels is reflected in a corresponding increase or
reduction in the incentive portion of our compensation program.
<PAGE> 2
The amounts of each of the primary components of executive
compensation--salary, annual incentive plan awards, and long-term
incentive plan awards--will fluctuate according to individual and/or
corporate performance, as described in detail in this report.
Corporate performance for these purposes is measured against a peer
group of selected companies in the utility industry (Utility Peer
Group). The Utility Peer Group consists of twenty-five large, high-
credit quality utility companies, large regional competitors and
large electric utility holding companies. The Committee believes
that the composition of the Utility Peer Group establishes rigorous
performance benchmarks appropriate for compensation purposes.
The Corporation's executive compensation program includes several
components, serving long- and short-term objectives and taking
advantage of several federal income tax incentives, which are not
directly performance-based. The Corporation provides its senior
executive officers with benefits under the Supplemental Executive
Retirement Plan and all executive officers with certain executive
perquisites (as noted elsewhere in this Proxy Statement.) In
addition, the Corporation maintains for each of its executive
officers a package of benefits under its pension and welfare benefit
plans that are generally provided to all employees, including group
health and life, disability and accident insurance plans, tax-
advantaged reimbursement accounts, a defined benefit pension plan and
the ThriftPlus 401(k) thrift plan.
The following describes the relationship of compensation to
performance for the principal components of executive officer
compensation:
Base Salary. Each executive officer's corporate position is
assigned a salary grade reflecting the Corporation's evaluation of
the position's overall contribution to corporate goals and the value
the labor market places on the associated job skills. A range of
appropriate salaries is then assigned to that salary grade. Each
January, the salary ranges may be adjusted for market conditions,
including practices in the Utility Peer Group, inflation, and supply
and demand in the labor markets. The midpoint of the salary range
(Salary Midpoint) corresponds to a "market rate" salary which the
Committee believes is appropriate for an experienced executive who is
performing satisfactorily, with salaries in excess of Salary Midpoint
appropriate for executives whose performance is excellent or
exemplary.
Any progression or regression within the salary range for an
executive officer depends upon a formal annual review of job
performance, accomplishments and progress toward individual goals and
objectives. The results of executive officers' performance
evaluations form a part of the basis of the Committee's decision to
approve base salaries of executive officers. Corporate performance
factors affect progress within salary ranges in several ways. First,
corporate or departmental financial and other results are one of the
best methods for evaluating various elements of an individual
executive officer's performance. Second, corporate or departmental
results or budgets may limit the extent to which an executive officer
may progress in salary for a given year.
Incentive Programs-General. The executive incentive programs are
designed to strike an appropriate balance between short-term
accomplishments and the Corporation's need to effectively plan for
and perform over the long-term.
Incentive Programs-Annual Incentive Plan. The Annual Incentive
Plan (AIP) is a short-term bonus plan rewarding annual performance.
AIP awards are determined under a formula that directly ties the
amount of the award with levels of achievement for specific
individual and corporate goals. The amount of an executive officer's
AIP award equals the arithmetic product of (i) that officer's target
award and (ii) a composite performance index that can vary from 0 to
a maximum of 1.5, as explained below.
The composite performance index for executive officers generally
is the arithmetic product of two equally weighted indices, a
corporate performance index and an individual performance index. For
those executive officers whose principal responsibility is to a
subsidiary of the Corporation, a third equally weighted index
consisting of a performance index for that subsidiary may, in the
discretion of the Committee, be factored into the composite index.
The corporate performance index is determined solely by the
Corporation's earnings per share. Threshold, target and exceptional
<PAGE> 3
levels of earnings per share are set by the Committee in January of
each year. The Committee considers both historic performance and the
current year plan level of earnings per share. If the Corporation
fails to achieve the threshold level of earnings per share, the
corporate performance index will equal zero and, thus, no AIP awards
will be paid by the Corporation for that year (regardless of the
levels of the individual or subsidiary performance indices.)
The individual performance index represents the average of
results achieved on several individual goals and a subjective
evaluation of overall job performance. Although individual
performance goals do not necessarily directly correlate to
identifiable corporate performance, these goals are constructed to
support departmental corporate initiatives and performance. If a
given individual fails to achieve a minimum threshold performance
level on the individual performance index, that individual does not
earn an AIP award for that year regardless of the levels of the
corporate or subsidiary performance indices.
The performance index for a given subsidiary represents the
weighted average of performance indices that measure the achievement
of specific objective and/or subjective goals that are set and
weighted at the beginning of the year for that subsidiary. The
specific goals generally will include achieving specified earnings
levels and one or more non-financial goals such as achievement of
specified customer satisfaction ratings, productivity measures or
strategic goals. If a given subsidiary of the Corporation fails to
achieve a minimum threshold level of performance on each of its
performance goals, the subsidiary performance index will equal zero
and, thus, executive officers of that subsidiary will not earn an AIP
award for that year (regardless of the levels of the corporate or
individual performance indices.)
Target awards for executive officers have been fixed at 40
percent of Salary Midpoint for senior executives, 30 percent of
Salary Midpoint for subsidiary presidents, and 20 percent of Salary
Midpoint for other executive officers; thus, the corresponding
maximum AIP awards that can be earned by executive officers of the
Corporation range from 60 percent (40 percent X 1.5) to 30 percent
(20 percent X 1.5) of Salary Midpoint based on the position of the
executive officer in the Corporation. These targets are established
by a review of competitive practice among the Utility Peer Group.
Performance under the AIP is measured or reviewed by each
executive officer's superior officer, or in the case of the chief
executive officer, the Committee, with the assistance of internal
staff. The results are reviewed and are subject to approval by the
Committee. Under the terms of the AIP, the Committee in the exercise
of its discretion may vary corporate or company performance measures
and the form of payment for AIP awards from year-to-year prior to
establishing the awards, including payment in cash or restricted
stock, as determined by the Committee.
In 1994, AIP awards were determined based on the corporate
performance index and the individual performance index. The
subsidiary performance index was not used, as each company was
transitioning to new organizational structures during the year and
the Committee desired to emphasize overall corporate performance. For
1994, the Corporation achieved 71% of the corporate performance
index, based on the earnings per share measure. Accordingly,
executive officers had the opportunity, based on individual
performance results, to earn AIP awards for 1994 up to a maximum for
senior executive officers of 42.6 percent of Salary Midpoint and for
other executive officers of 21.3 percent of Salary Midpoint. These
awards were paid in the form of cash to all participants in January
1995.
Incentive Programs-Long-Term Incentive Plan. Amounts realized by
the Corporation's executive officers under awards made to date
pursuant to the Central and South West Corporation 1992 Long-Term
Incentive Plan (LTIP) depend entirely upon corporate performance. The
Committee selects the form and amount of LTIP awards, based upon its
evaluation of which vehicles then are best positioned to serve as
effective incentives for long-term performance.
Since 1992, the Committee has established LTIP awards primarily
in the form of performance shares. These awards provide incentives
both for exceptional corporate performance and retention. Each year,
the Committee has set a target award of a specified dollar amount for
each awardee. The dollar amount corresponding to the target award is
divided by the per share market price of the Corporation's common
stock on the date the award is established to derive the number of
shares of such stock that will be issued if target performance is
achieved by the Corporation.
<PAGE> 4
The payout of such an LTIP award is based upon a comparison of
the Corporation's total stockholder return over a three-year period,
or "cycle," against total stockholder returns of utilities in the
Utility Peer Group over the same three-year period. Total
stockholder return is calculated by dividing (i) the sum of (A) the
cumulative amount of dividends per share for the three-year period,
assuming full dividend reinvestment, and (B) the change in share
price over the three-year period, by (ii) the share price at the
beginning of the three-year period. If the Corporation's total
stockholder return for a cycle falls in one of the top three
quartiles of total stockholder returns achieved at companies in the
Utility Peer Group and exceeds a certain defined minimum threshold,
the Corporation will make a payout to participants for the three-year
cycle then ending. First, second and third quartile performance will
result in payouts of 150 percent, 100 percent and 50 percent of
target, respectively.
Each year since inception of the LTIP, a new three-year
performance cycle has been established. The first performance-based
restricted stock awards under the LTIP were established in 1992 for a
three-year cycle through 1994. The Committee is scheduled to
evaluate the 1992-94 cycle I performance under the LTIP in late March
1995.
The Corporation from time to time has also granted stock options
under the LTIP. Stock options are granted at the discretion of the
Committee. The stock options, once vested, allow grantees to buy
specified numbers of shares of the Corporation's common stock at a
specified strike price, which to date has been the market price on
the date of grant. In determining grants to date, the Committee has
considered both the number and value of options granted by companies
in the Utility Peer Group with respect to both the number and value
of options awarded by the Corporation, and the relative amounts of
other long-term incentive awards at the Corporation and such peers.
The executive officers' realization of any value on the options
depends upon stock appreciation.
The Committee does not consider the current number or value of
options or restricted stock held by the Corporation's executive
officers in determining the value and size of restricted stock and
option awards under the LTIP. No executive officer owns in excess of
one percent of the Corporation's Common Stock. Further, the amounts
of LTIP awards are measured against similar practices at other
companies in the Utility Peer Group.
Tax Considerations. Section 162(m) of the Internal Revenue Code,
as amended (Code), generally limits the Corporation's federal income
tax deduction for compensation paid to any one executive officer
named in the Corporation's proxy statement to $1 million. The limit
does not apply to specified types of payments, including, most
significantly, payments that are not includible in the employee's
gross income, payments made to or from a tax-qualified plan, and
compensation that meets the Code definition of performance-based
compensation. Under the tax law, the amount of an incentive award
must be based entirely on an objective formula, without any
subjective consideration of individual performance, to be considered
performance-based. To date, Code section 162(m) has not limited the
deductibility of the Corporation's compensation of its executive
officers under its current compensation policies.
The Committee has carefully considered the impact of this tax
law. At this time, the Committee believes it is in the Corporation's
and stockholders' best interests to retain the subjective
determination of individual performance under the AIP. Consequently,
the payments under the AIP, if any, to the named executive officers
may be subject to the limitation imposed by the Code section 162(m).
The Corporation believes that amounts awarded to date under the LTIP
are or will be deductible under the Code. The Committee believes
that it is appropriate to continue with the existing design and
maximize tax deductibility when consistent with the Committee's
overall compensation philosophy. Should federal income tax
deductibility of one or more elements of the Corporation's executive
compensation become an issue for the Corporation under Code section
162(m), the Committee will consider deductibility in its annual
analysis of the Corporation's executive compensation programs.
<PAGE> 5
Rationale for CEO Compensation
In 1994, Mr. Brooks' compensation was determined as described
above for all of the Corporation's executive officers.
Mr. Brooks' annual salary increased to $625,000 in
November 1994. The Committee based its subjective decision
to increase Mr. Brooks' annual salary on Mr. Brooks' role
in advancing important corporate initiatives designed to
enhance the Corporation's performance and position as a
strong utility. These significant initiatives were equally
important to the Committee and are as follows: Mr.
Brooks' role in overseeing the Corporation's restructuring
and resultant operations and maintenance expense
reductions, his role in pursuing the proposed El Paso
merger, and his management of the Corporation's position in
CPL's rate and related regulatory proceedings, Mr. Brooks'
role in addressing the performance of the Corporation's
South Texas Project, his oversight of and formulation of
strategies for non-utility businesses, and a subjective
review of the level of corporate earnings achieved for
1994. In addition, as part of its overall annual review of
executive compensation, the Committee reviewed Mr. Brooks'
salary range and Salary Midpoint and adjusted each based on
changes in the salaries of chief executive officers at
comparable regional utilities (not limited to the Utility
Peer Group.)
Like those of other senior executive officers, Mr.
Brooks' target AIP award for 1994 was 40 percent of his
Salary Midpoint. In 1994, the Corporation achieved
earnings per share in excess of the AIP threshold which,
together with the Committee's subjective evaluation of Mr.
Brooks' individual performance, resulted in a $162,739 AIP
award, which was paid in cash in January 1995. Mr. Brooks'
individual goals corresponded to the Corporation's
strategic goals adopted in pursuit of its overall goal to
maximize stockholder value. The Corporation achieved
significant milestones for each of such strategic goals.
In 1994, the Committee established Mr. Brooks' target
award for the LTIP cycle 1994-1996 of $357,008 to be paid
in shares of restricted stock in 1997 if performance
measures are met. This target amount was derived by
reference to the number and value of grants to chief
executive officers at comparable companies (not limited to
the Utility Peer Group.) In 1994, Mr. Brooks also received
a grant of stock options. This grant was made pursuant to
stock option grants given to every management employee of
the Corporation to motivate these employees and further
focus their attention on enhancing stockholder value
following the 1994 reorganization. The options provide Mr.
Brooks with the right, upon vesting, to acquire 38,579
shares at an exercise price of $24.813. These options have
a ten-year term and vest one-third in each of the next
three years.
EXECUTIVE COMPENSATION COMMITTEE
Joe H. Foy, Chairman
Molly Shi Boren
Robert W. Lawless
James L. Powell
J. C. Templeton
<PAGE> 6
CSW, CPL, PSO, SWEPCO and WTU
CASH AND OTHER FORMS OF COMPENSATION
The following table sets forth the aggregate cash and other
compensation for services rendered for the fiscal years of 1994,
1993, and 1992 paid or awarded by each registrant to the CEO and
each of the four most highly compensated Executive Officers,
other than the CEO, whose salary and bonus exceeds $100,000, and
up to two additional individuals, if any, not holding an
executive officer position as of year-end but who held such a
position at any time during the year, and whose compensation for
the year would have placed them among the four most highly
compensated executive officers.
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term Compensation
Annual Compensation Awards Payouts
CSW
Other CSW Securities
Annual Restricted Underlying All Other
Compen- Stock Options/ LTIP Compen-
Name and Salary Bonus sation Award(s) SARs Payouts sation
Principal Position Year ($) ($)(1) ($)(2) ($)(1)(3) (#) ($) ($)(4)
CSW
<S> <C> <C> <C> <C> <C> <C> <S> <C>
E.R. Brooks 1994 599,765 -- 20,577 -- 38,579 -- 24,485
Chairman, President 1993 549,167 57,265 20,579 57,236 -- -- 28,334
and Chief Executive Officer 1992 490,000 89,076 13,981 89,063 28,596 -- 27,498
T.V. Shockley, III 1994 392,389 -- 12,693 -- 23,702 -- 22,235
Executive Vice 1993 373,333 35,462 12,606 35,402 -- -- 24,796
President 1992 332,500 54,900 11,022 54,858 18,529 -- 24,065
Harry D. Mattison 1994 382,388 -- 8,765 -- 23,702 -- 24,485
Executive Vice 1993 363,333 38,773 9,538 38,750 -- -- 28,333
President 1992 322,500 54,900 9,361 54,858 18,529 -- 27,498
Ferd. C. Meyer, Jr. 1994 320,637 -- 8,236 -- 18,459 -- 22,235
Senior Vice President 1993 307,167 30,688 12,346 30,632 -- -- 24,796
and General Counsel 1992 285,000 48,898 7,846 48,914 14,430 -- 24,065
Glenn D. Rosilier Senior Vice 1994 311,541 -- 6,714 -- 18,459 -- 22,235
President and Chief Financial 1993 294,450 32,117 11,872 32,084 -- -- 24,796
Officer 1992 263,590 48,898 6,299 48,914 14,430 -- 24,065
CPL
Robert R. Carey, 1994 293,344 -- 516 -- 15,901 -- 23,763
President and CEO 1993 272,893 32,943 9,548 33,608 -- -- 27,587
1992 248,384 47,150 5,718 47,151 12,431 -- 27,498
J. Gonzalo Sandoval, 1994 129,932 -- 989 -- 4,010 -- 5,847
Vice President, Operations 1993 120,327 7,878 4,963 7,986 -- -- 4,221
and Engineering (2) 1992 111,107 13,583 27,649 -- 2,916 -- 3,333
Melanie J. Richardson, Vice 1994 122,230 -- 454 -- 4,010 -- 3,667
President, Administration 1993 109,228 8,399 1,598 -- -- -- 3,277
1992 69,161 2,561 852 -- -- -- 2,075
C. Wayne Stice, Assistant 1994 112,427 -- 1,095 -- -- -- 217
to the President (5) 1993 119,628 7,664 2,279 -- -- -- 1,049
1992 112,854 8,403 2,486 -- 2,295 -- --
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
Summary Compensation Table (continued)
Long Term Compensation
Annual Compensation Awards Payouts
CSW
Other CSW Securities
Annual Restricted Underlying All Other
Compen- Stock Options/ LTIP Compen-
Name and Salary Bonus sation Award(s) SARs Payouts sation
Principal Position Year ($) ($)(1) ($)(2) ($)(1)(3) (#) ($) ($)(4)
CPL (continued)
<C> <S> <C> <C> <C> <C> <C> <S> <C>
B. W. Teague, Vice President, 1994 49,039 -- 12,705 -- -- -- 2,207
Marketing and Business 1993 128,308 5,085 4,169 5,143 -- -- 5,309
Development (2) (5) 1992 122,200 9,905 1,885 9,874 3,135 -- 5,499
PSO
Robert L. Zemanek, 1994 262,962 -- 2,981 -- 14,792 -- 17,472
President and CEO 1993 238,269 24,051 3,927 24,503 -- -- 26,835
1992 197,519 12,255 561 12,292 10,638 -- 7,825
Waldo J. Zerger, Jr., Vice 1994 138,108 -- 2,634 -- 4,010 -- 12,847
President, Operations and 1993 128,866 4,988 2,571 5,052 -- -- 5,347
Engineering 1992 121,097 11,874 875 11,838 3,135 -- 5,449
Mary M. Polfer, Vice 1994 135,820 -- 3,417 -- 4,010 -- 8,439
President, Administration 1993 127,403 4,635 3,071 4,179 -- -- 3,518
1992 120,835 13,248 670 15,320 -- -- 3,854
William R. McKamey, Vice 1994 119,900 -- 2,401 -- 4,010 -- 6,074
President, Marketing and 1993 52,953 -- 33,903 -- -- -- 4,487
Business Development (2) (5) 1992 -- -- -- -- -- -- --
E. Michael Williams, Vice 1994 5,769 -- -- -- 4,010 -- --
President, Engineering and 1993 120,120 5,385 3,359 5,475 -- -- 4,109
Production (2) (5) 1992 48,231 -- 26,580 -- 3,135 -- 3,388
SWEPCO
Richard H. Bremer, 1994 277,359 50,000 13,978 -- 15,901 -- 22,235
President and CEO (2) 1993 263,833 36,017 13,206 36,724 -- -- 24,088
1992 239,167 51,646 45,720 51,685 12,431 -- 24,065
Marvin R. McGregor, 1994 133,773 -- 4,292 -- 4,010 -- 6,695
Vice President, Marketing 1993 126,620 8,196 5,769 8,319 -- -- 5,197
and Business Development 1992 114,340 10,064 3,815 10,075 3,135 -- 5,145
Michael H. Madison, Vice 1994 131,621 -- 3,625 -- 4,010 -- 6,600
President, Operating and 1993 126,215 7,140 30,742 7,260 -- -- 5,188
Engineering (2) (5) 1992 51,100 852 36,321 -- -- -- 4,983
W. J. Googe, Jr., 1994 122,769 -- 2,543 -- 4,010 -- 6,213
Vice President, 1993 117,644 7,001 4,965 9,620 -- -- 6,632
Administration 1992 107,992 9,636 2,335 9,622 2,916 -- 5,069
WTU
Glenn Files, President 1994 246,699 50,000 10,032 -- 13,758 -- 6,750
and CEO (2) 1993 223,333 24,675 39,223 25,138 -- -- 26,126
1992 188,000 21,239 40,043 14,810 9,895 -- 8,460
T. D. Churchwell, 1994 163,329 -- 180,191 -- 6,133 -- 4,500
Executive Vice President 1993 -- -- -- -- -- -- --
(2) (5) 1992 -- -- -- -- -- -- --
</TABLE>
<TABLE>
<CAPTION>
<PAGE> 8
Summary Compensation Table (continued)
Long Term Compensation
Annual Compensation Awards Payouts
CSW
Other CSW Securities
Annual Restricted Underlying All Other
Compen- Stock Options/ LTIP Compen-
Name and Salary Bonus sation Award(s) SARs Payouts sation
Principal Position Year ($) ($)(1) ($)(2) ($)(1)(3) (#) ($) ($)(4)
WTU (continued)
<S> <C> <C> <C> <C> <C> <S> <C>
Dennis M. Sharkey, 1994 157,046 -- 72,927 -- 4,010 -- 4,500
Vice President, 1993 -- -- -- -- -- -- --
Administration (2) (5) 1992 -- -- -- -- -- -- --
Donald A. Welch, Vice 1994 136,962 -- 5,003 -- 4,010 -- 6,163
President Division Operations 1993 129,650 7,178 1,628 7,290 -- -- 5,339
and Engineering (2) 1992 118,985 7,976 18,850 8,010 3,135 -- 5,354
Paul J. Brower, Vice 1994 132,058 -- 5,519 -- 4,010 -- 3,962
President, Marketing and 1993 123,133 7,231 673 7,351 -- -- 3,366
Business Development (2) 1992 112,960 6,733 38,485 5,642 3,135 -- 3,389
</TABLE>
(1) Amounts in this column are paid or awarded in a calendar
year for performance in a preceding year.
(2) The following are the perquisites and other personal
benefits required to be identified in respect of each Named
Executive Officer.
CPL
In 1994 Mr. Teague received $10,393 in severance pay and
company loan discount.
In 1992, Mr. Sandoval was reimbursed $18,745 for relocation
expenses.
PSO
In 1993, Mr. McKamey was reimbursed $24,641 for relocation
expenses.
In 1992, Mr. Williams was reimbursed $18,067 for relocation
expenses.
SWEPCO
In 1993, Mr. Madison was reimbursed $14,848 for relocation
expenses.
In 1992, a portion of Mr. Bremer's use of company aircraft
resulted in taxable income to him. SWEPCO estimated that such
usage by Mr. Bremer resulted in incremental costs of $12,702.
Also in 1992, Mr. Bremer was reimbursed $11,127 for the cost
of certain club dues. In 1992, Mr. Madison was reimbursed
$34,697 for relocation expenses.
WTU
In 1994, Mr. Churchwell and Mr. Sharkey were reimbursed
$21,052 and $43,816, respectively, for relocation expenses.
Mr. Churchwell was reimbursed $73,490 for loss on the sale of
his home, due to structural problems.
In 1993, Mr. Files was reimbursed $8,482 for spouse travel
expenses.
In 1992, Mr. Files and Mr. Brower were reimbursed $15,632 and
$17,439, respectively, for relocation expenses. Mr. Welch and
Mr. Brower were reimbursed $9,942 and $8,915, respectively,
for the cost of security systems.
<PAGE> 9
CSW, CPL, PSO, SWEPCO and WTU
(3) Grants of restricted stock are administered by the Executive
Compensation Committee of CSW's Board of Directors, which has
the authority to determine the individuals to whom and the
terms on which restricted stock grants shall be made. The
awards reflected in this column all have four-year vesting
periods with 20% of stock vesting on the first, second and
third anniversary dates of the award and 40% vesting on the
fourth such anniversary. Upon vesting, shares of CSW Common
Stock are re-issued without restrictions. The individuals
receive dividends and may vote shares of restricted stock,
even before they are vested. The amount reported in the table
represents the market value of the shares at the date of
grant. As of the end of 1994, the aggregate restricted stock
holdings of each of the Named Executive Officers were:
Restricted Stock Market Value
Name Held at December 31, 1994 at December 31, 1994
CSW
E.R. Brooks 4,760 $107,695
T.V. Shockley, III 3,226 72,988
Harry D. Mattison 3,236 73,215
Ferd C. Meyer, Jr. 2,843 64,323
Glenn D. Rosilier 2,507 56,721
CPL
Robert R. Carey 2,851 $64,504
B. W. Teague -- --
J. Gonzalo Sandoval 211 4,774
C. Wayne Stice -- --
Melanie J. Richardson -- --
PSO
Robert L. Zemanek 1,094 24,752
Waldo J. Zerger, Jr. 478 10,815
E. Michael Williams 254 5,747
Mary M. Polfer 439 9,932
William R. McKamey -- --
SWEPCO
Richard H. Bremer 2,609 59,029
W. Jerry Googe, Jr. 539 12,195
Marvin R. McGregor 518 11,720
Michael H. Madison 484 10,951
WTU
Glenn Files 1,071 24,231
Donald A. Welch 515 11,652
Paul J. Brower 330 7,466
T. D. Churchwell 424 9,593
Dennis M. Sharkey 662 14,978
<PAGE> 10
CSW, CPL, PSO, SWEPCO and WTU
(4) Amounts shown in this column consist of (i) the annual
employer matching payments to CSW's Thrift Plus Plan, (ii)
premiums paid per participant for personal liability
insurance, and (iii) average amounts of premiums paid per
participant in those years under CSW's memorial gift program.
Under this program, for certain executive officers, directors
and retired directors from the CSW System, CSW will make a
donation in the participant's name for up to three
organizations of an aggregate of $500,000, payable by CSW upon
such person's death. CSW maintains corporate-owned life
insurance policies to fund the program. The annual premiums
paid by CSW are based on pooled risks and average $17,013 for
1994 and 1993. In 1992 the pooled average was $17,200.
For CSW retired directors eligible for the memorial gift program
are: M. L. Borchelt, Glenn Churchill, Martin E. Fate, Jr.,
Drayton McLane, Jr., James M. Moroney, Jr., Thomas B. Walker, Jr.,
and Samuel W. White, Jr. Nineteen current directors and
executive officers are eligible for this program.
During 1994, Messrs. Carey and Bremer participated. Mr Files
and Mr. Zemanek also participated in the plan in 1994, but
coverage was provided by CSW. During 1993, Messrs. Bremer,
Carey, Files, and Zemanek participated. In 1992 Messrs. Carey
and Bremer participated.
(5) CSW System Affiliations.
CPL
Mr.Teague retired in May of 1994. Mr. Stice resigned in
February of 1994.
PSO
Mr. Williams was employed by CSW in January 1994 and SWEPCO
for a portion of 1992. Mr. McKamey was employed by CSW during
a portion of 1993 and all of 1992.
SWEPCO
Mr. Madison was employed by WTU during a portion of 1992.
WTU
Mr. Churchwell was employed by CSW during 1992 and 1993. Mr.
Sharkey was employed by SWEPCO during 1992 and 1993.
<PAGE> 11
Option/SAR Grants
CSW, CPL, PSO, SWEPCO and WTU
Shown below is information on grants of stock options made in
1994 pursuant to the 1992 LTIP to the Named Executives Officers
at CSW and at each of the Electric Operating Companies. No stock
appreciation rights were granted in 1994.
<TABLE>
<CAPTION>
CSW Option/SAR Grants in 1994 (1)
Individual Grants
Number of CSW Potential Realizable Value
Securities at Assumed Annual Rates
Underlying % of Total of CSW Stock Price
Options/ Options/SARs Appreciation for Option
SARs Granted to Exercise or Terms (3)
Granted Employees In Base Price Expiration
Name (#)(2) Fiscal Year (4) ($/Sh) Date 5% ($) 10% ($)
<S><C> <C> <C> <C> <C> <C> <C> <C>
CSW
E.R. Brooks 38,579 3.4 % $24.813 4/1/2004 $603,074 $1,522,045
T.V. Shockley, III 23,702 2.1 24.813 4/1/2004 370,514 935,107
Harry D. Mattison 23,702 2.1 24.813 4/1/2004 370,514 935,107
Ferd. C. Meyer, Jr. 18,459 1.6 24.813 4/1/2004 288,555 728,257
Glenn D. Rosilier 18,459 1.6 24.813 4/1/2004 288,555 728,257
CPL
Robert R. Carey 15,901 16.4 % $24.813 4/1/2004 $248,567 $627,337
Melanie J. Richardson 4,010 4.1 24.813 4/1/2004 62,685 158,205
C. Wayne Stice -- -- -- -- -- --
B. W. Teague -- -- -- -- -- --
J. Gonzalo Sandoval 4,010 4.1 24.813 4/1/2004 62,685 158,205
PSO
Robert L. Zemanek 14,792 15.4 24.813 4/1/2004 231,231 583,584
William R. McKamey 4,010 4.2 24.813 4/1/2004 62,685 158,205
Mary M. Polfer 4,010 4.2 24.813 4/1/2004 62,685 158,205
E. Michael Williams 4,010 4.2 24.813 4/1/2004 62,685 158,205
Waldo J. Zerger, Jr. 4,010 4.2 24.813 4/1/2004 62,685 158,205
SWEPCO
Richard H. Bremer 15,901 15.3 24.813 4/1/2004 248,567 627,337
W. J. Googe, Jr. 4,010 3.9 24.813 4/1/2004 62,685 158,205
Michael H. Madison 4,010 3.9 24.813 4/1/2004 62,685 158,205
Marvin R. McGregor 4,010 3.9 24.813 4/1/2004 62,685 158,205
WTU
Glenn Files 13,758 12.4 24.813 4/1/2004 215,068 542,790
Paul J. Brower 4,010 3.6 24.813 4/1/2004 62,685 158,205
T. D. Churchwell 6,133 5.5 24.813 4/1/2004 95,872 241,963
Dennis M. Sharkey 4,010 3.6 24.813 4/1/2004 62,685 158,205
Donald A. Welch 4,010 3.6 24.813 4/1/2004 62,685 158,205
</TABLE>
(1)The stock option plans are administered by the Executive
Compensation Committee of the CSW Board of Directors, which
has the authority to determine the individuals to whom and the
terms at which option and SAR grants shall be made.
<PAGE> 12
(2)All options were granted on April 20, 1994, and are first
exercisable 12 months after the grant date, with one-third of
the shares becoming exercisable at that time and with an
additional one-third of the aggregate becoming exercisable on
each of the next two anniversary dates.
(3)The annual rates of appreciation of 5% and 10% are
specifically required by SEC disclosure rules and in no way
guarantee that such annual rates of appreciation will be
achieved by CSW nor should this be construed in any way to
constitute any representation by CSW that such growth will be
achieved.
(4)Determined as part of entire system for CSW, while determined
separately for each Electric Operating Company.
<PAGE> 13
Option/SAR Exercises and Year-End Value Table
CSW, CPL, PSO, SWEPCO and WTU
Shown below is information regarding option/SAR exercises during
1994 and unexercised options/SARs at December 31, 1994 for the
Named Executives Officers.
<TABLE>
<CAPTION>
Aggregated CSW Option/SAR Exercises in 1994
and Fiscal Year-End CSW Option/SAR Value
Number of CSW Securities Value of
Underlying Unexercised Unexercised in the
Value Options/SARs at Year-End Money Options/SARs at
Shares Acquired Realized (#) Exercisable/ Year-End ($) Exercisable/
Name on Exercise (#) ($) Unexercisable Unexercisable (1)
<S> <C> <S> <C> <S>
CSW
E. R. Brooks -- -- 19,062/48,113 --/--
T. V. Shockley, III -- -- 12,352/29,879 --/--
Harry D. Mattison -- -- 12,352/29,879 --/--
Ferd. C. Meyer, Jr. -- -- 9,620/23,269 --/--
Glenn D. Rosilier -- -- 9,620/23,269 --/--
CPL
Robert R. Carey -- -- 9,786/20,046 --/--
Melanie J. Richardson -- -- 870/4,447 --/--
J. Gonzalo Sandoval -- -- 1,942/4,984 --/--
C. Wayne Stice 250 3,375 765/1,530 --/--
B. W. Teague -- -- 1,045/1,045 --/--
PSO
Robert L. Zemanek 1,500 9,563 7,902/18,338 --/--
William R. McKamey -- -- 1,322/4,674 --/--
Mary M Polfer -- -- 1,942/4,984 --/--
E. Michael Williams -- -- 6,890/6,394 --/--
Waldo J. Zerger, Jr. -- -- 2,090/5,055 --/--
SWEPCO
Richard H. Bremer -- -- 8,286/20,046 --/--
W. Jerry Googe, Jr. -- -- 1,942/4,984 --/--
Michael H. Madison -- -- 2,090/5,055 --/--
Marvin R. McGregor -- -- 2,090/5,055 --/--
WTU
Glenn Files -- -- 6,596/17,057 --/--
Paul J. Brower -- -- 2,090/5,055 --/--
T. D. Churchwell -- -- 2,090/7,178 --/--
Dennis M. Sharkey -- -- 8,342/4,984 27,506/--
Donald A. Welch -- -- 2,090/5,055 --/--
</TABLE>
(1) Based on the New York Stock Exchange December 31, 1994,
closing price of CSW's Common Stock of $22.625 per share and the
exercise prices of $29.625, $24.813, $16.250, and $16.125 per
share.
<PAGE> 14
Long-term Incentive Plan Awards Table
CSW, CPL, PSO, SWEPCO and WTU
The following table shows information concerning awards made to
the Named Executive Officers during 1994 under cycle III of the
LTIP:
<TABLE>
<CAPTION>
Performance or Estimated Future Payouts under
Number of CSW Other Period Non-Stock Price Based Plans
Shares, Units or Until Maturation Threshold Target Maximum
Name Other Rights (#) or Payout (1) ($) ($) ($)
<S> <C> <S> <C> <S> <C> <C>
CSW
E. R. Brooks -- 2 years -- 357,008 535,512
T. V. Shockley, III -- 2 years -- 211,723 317,585
Harry D. Mattison -- 2 years -- 211,723 317,585
Ferd. D. Meyer, Jr. -- 2 years -- 166,244 249,366
Glenn D. Rosilier -- 2 years -- 166,244 249,366
CPL
Robert R. Carey -- 2 years -- 142,038 213,057
Melanie J. Richardson -- 2 years -- 29,087 43,631
J. Gonzalo Sandoval -- 2 years -- 29,087 43,631
C. Wayne Stice -- -- -- -- --
B. W. Teague -- -- -- -- --
PSO
Robert L. Zemanek -- 2 years -- 132,128 198,192
William R. McKamey -- 2 years -- 29,087 43,631
Mary M. Polfer -- 2 years -- 29,087 43,631
E. Michael Williams -- -- -- -- --
Waldo J. Zerger, Jr. -- 2 years -- 29,087 43,631
SWEPCO
Richard H. Bremer -- 2 years -- 142,038 213,057
W. Jerry Googe, Jr. -- 2 years -- 29,087 43,631
Michael H. Madison -- 2 years -- 29,087 43,631
Marvin R. McGregor -- 2 years -- 29,087 43,631
WTU
Glenn Files -- 2 years -- 122,897 184,346
Paul J. Brower -- 2 years -- 29,087 43,631
T. D. Churchwell -- 2 years -- 57,065 85,598
Dennis M. Sharkey -- 2 years -- 29,087 43,631
Donald A. Welch -- 2 years -- 29,087 43,631
</TABLE>
(1) As these grants were established in March, 1994 with
a three-year performance measurement period, two years now remain
until maturation.
<PAGE> 15
Payouts of the awards are contingent upon CSW achieving a
specified level of total stockholder return, relative to a peer
group of utility companies, for the three-year period, or cycle,
and exceeding a certain defined minimum threshold. Total
stockholder return is calculated by dividing (i) the sum of (a)
the cumulative amount of dividends per share for the three-year
period, assuming full dividend reinvestment, and (b) the change
in share price over the three-year period, by (ii) the share
price at the beginning of the three-year period. If the Named
Executive Officer's employment is terminated during the
performance period for any reason other than death, total and
permanent disability or retirement, then the award is canceled.
The first awards under LTIP were established in 1992 for a three-
year cycle through 1994. The Executive Compensation Committee is
scheduled to evaluate cycle I performance under the LTIP in
March, 1995.
The LTIP contains a provision accelerating awards upon a
change in control of CSW. If a change in control of CSW occurs,
(i) all options and SARs become fully exercisable, (ii) all
restrictions, terms and conditions applicable to all restricted
stock are deemed lapsed and satisfied and all performance units
are deemed to have been fully earned, as of the date of the
change in control. Awards which have been granted and
outstanding for less than six months as of the date of change in
control are not then exercisable, vested or earned on an
accelerated basis. The LTIP also contains provisions designed to
prevent circumvention of the above acceleration provisions
generally through coerced termination of an employee prior to the
change in control of CSW.
Retirement Plan
CSW, CPL, PSO, SWEPCO and WTU
PENSION PLAN TABLE
Annual Benefits After
Specified Years of Credited Service
Average
Compensation 15 20 25 30 or more
$100,000 . . . . . .$ 25,050 $ 33,333 $ 41,667 $ 50,000
150,000 . . . . . . 37,575 50,000 62,500 75,000
200,000 . . . . . . 50,100 66,667 83,333 100,000
250,000 . . . . . . 62,625 83,333 104,167 125,000
300,000 . . . . . . 75,150 100,000 125,000 150,000
350,000 . . . . . . 87,675 116,667 145,833 175,000
450,000 . . . . . . 112,725 150,000 187,500 225,000
550,000 . . . . . . 137,775 183,333 229,167 275,000
650,000 . . . . . . 162,825 216,667 270,833 325,000
750,000 . . . . . . 187,875 250,000 312,500 375,000
Executive officers are eligible to participate in the tax-
qualified CSW Pension Plan like other employees of the
registrants. Certain executive officers, including the Named
Executive Officers, are also eligible to participate in the SERP,
a non-qualified ERISA excess benefit plan. Such pension benefits
depend upon years of credited service, age at retirement and
amount of covered compensation earned by a participant. The
annual normal retirement benefits payable under the pension and
the SERP are based on 1.67% of "Average Compensation" times the
number of years of credited service, reduced by (i) no more than
50% of a participant's age 62 or later Social Security benefit
and (ii) certain other offset benefits.
<PAGE> 16
"Average Compensation" is the covered compensation for the
plans and equals the average annual compensation, reported as
salary in the Summary Compensation Table, during the 36
consecutive months of highest pay during the 120 months prior to
retirement. The combined benefit levels in the table above,
which include both the pension and SERP benefits, are based on
retirement at age 65, the years of credited service shown,
continued existence of the plans without substantial change and
payment in the form of a single life annuity.
Respective years of credited service and ages, as of
December 31, 1994, for the Named Executive Officers are as
follows:
Named Executive Officer Years of Credited Service Age
CSW
E. R. Brooks 30 57
T. V. Shockley, III, (1) 11 50
Harry D. Mattison 30 58
Ferd. C. Meyer, Jr. (1) 12 55
Glenn D. Rosilier 19 47
CPL
Robert R. Carey 27 57
Melanie J. Richardson 13 38
J. Gonzalo Sandoval 21 45
C. Wayne Stice 30 57
B. W. Teague 30 56
PSO
Robert L. Zemanek 22 45
William R. McKamey 24 48
Mary M. Polfer 4 50
E. Michael Williams 22 46
Waldo J. Zerger, Jr. 24 48
SWEPCO
Richard H. Bremer 17 46
W. Jerry Googe, Jr. 30 52
Michael H. Madison 23 46
Marvin R. McGregor 25 48
WTU
Glenn Files 23 47
Paul J. Brower 18 45
T. D. Churchwell 16 50
Dennis M. Sharkey 16 50
Donald A. Welch 30 55
(1) In addition, Mr. Shockley and Mr. Meyer have arrangements
with the Corporation under which they will receive a total of 30
years of credited service under the SERP if they remain employed
by the Corporation through ages 60 and 65, respectively. In
1992, Mr. Meyer completed five consecutive years of employment
which entitled him to receive five additional years of credited
service under the SERP as included in his years of credited
service set forth above in this paragraph.
<PAGE> 17
Meetings and Compensation
CSW
The Board held six regular meetings and two special meetings
during 1994. Directors who are not also officers and employees of
the Corporation receive annual cash directors' fees of $12,000 for
serving on the Board and a fee of $1,250 per day plus expenses for
each meeting of the Board or committee attended. In addition, the
Corporation has a Directors Restricted Stock Plan pursuant to which
directors receive $12,000 annually in restricted stock of the
Corporation. The Board has standing Policy, Audit, Executive
Compensation and Nominating Committees. Chairmen of the Audit,
Executive Compensation and Nominating Committees receive annual fees
of $6,000, $3,500 and $3,500, respectively, to be paid in cash in
addition to regular directors' and meeting fees. Committee chairmen
and committee members who are also officers and employees of the
Corporation receive no annual directors', chairman's or meeting fees.
All current directors attended more than 75 percent of the total
number of meetings held by the Board and each committee on which such
directors served in 1994.
CPL and PSO
The Board of Directors held four regular meetings during
1994. Directors who are not also executive officers and
employees of the CPL and PSO or their affiliates receive annual
directors' fees of $6,000 for serving on the board and a fee of
$300 plus expenses for each meeting of the board or committee
attended.
SWEPCO
The Board of Directors held four meetings during 1994.
Directors who are not also executive officers and employees of
SWEPCO or its affiliates receive annual directors' fees of $6,600
for serving on the board, and a fee of $300 plus expenses for
each meeting of the board or committee attended.
WTU
The Board of Directors held five meetings during 1994.
Directors who are not also executive officers and employees of
WTU or its affiliates receive annual directors' fees of $6,000
for serving on the board and a fee of $300 plus expenses for each
meeting of the board or committee attended.
<PAGE> 18
CSW, CPL, SWEPCO and WTU
Those directors who are not also officers of CSW, CPL,
SWEPCO and WTU are eligible to participate in a deferred
compensation plan. Under this plan such directors may elect to
defer payment of annual directors' and meeting fees until they
retire from the board or as they otherwise direct.
Compensation Committee Interlocks and Insider Participation
CSW, CPL, PSO, SWEPCO and WTU
No person serving during 1994 as a member of the Executive
Compensation Committee of the Board of Directors of CSW served as
an officer or employee of each registrant during or prior to
1994. No person serving during 1994 as an executive officer of
the Electric Operating Companies serves or has served on the
compensation committee or as a director of another company whose
executive officers serve or has served as a member of the
Executive Compensation Committee of CSW or as a director of one
of the Electric Operating Companies.
<PAGE>19
Security Ownership of Management
The following table shows securities beneficially owned as
of December 31, 1994, by each director, the CEO and the four
other most highly compensated executive officers and, as a group,
all directors and executive officers of each registrant. Share
amounts shown in this table include options exercisable within 60
days after year-end, restricted stock, shares of CSW Common
credited to CSW Thrift Plus accounts and all other shares of CSW
Common beneficially owned by the listed persons. Each person has
sole voting and investment power with respect to all shares
listed in the table below, excluding the shares underlying the
unexercised options.
CSW
Beneficial Ownership as of December 31, 1994
Name CSW Common Stock Preferred Stock
(1)(2) (2)
T.J. Barlow 16,249
Glenn Biggs 13,249
Molly Shi Boren 1,626
E.R. Brooks 81,940
Donald M. Carlton 1,056
Joe H. Foy 11,677
Robert W. Lawless 1,846
Harry D. Mattison 33,111
Ferd. C. Meyer, Jr. 17,203
James L. Powell 3,249
Arthur E. Rasmussen 14,661
Glenn D. Rosilier 34,496
Thomas V. Shockley, III 26,873
J.C. Templeton 2,449
Lloyd D. Ward 1,195
All of the above and other
executive officers as a
group 300,611
(1)Shares for Messrs. Brooks, Mattison, Meyer, Rosilier and
Shockley, and CSW Directors and Executives include 4,760,
3,236, 2,843, 2,507, 3,226, and 20,008 shares of restricted
stock, respectively. These individuals currently have voting
power, but not investment power, with respect to these shares.
The above shares also include 19,062, 12,352, 9,620, 9,620,
12,532, and 80,208 shares underlying immediately exercisable
options held by Messrs. Brooks, Mattison, Meyer, Rosilier and
Shockley, and CSW Directors and Executives, respectively.
(2)Percentages are all less than one percent and therefore are
omitted.
<PAGE> 20
CPL
Beneficial Ownership as of December 31, 1994
Name CSW Common Stock Preferred Stock
(1)(2) (2)
E. R. Brooks 81,940
Robert R. Carey 24,260
Ruben M. Garcia --
David L. Hooper 1,775
Harry D. Mattison 33,111
Robert A. McAllen 3,500
Pete Morales, Jr. --
S. Loyd Neal, Jr. 2,950
Jim L. Peterson --
H. Lee Richards 1,700
Melanie J. Richardson 1,356
J. Gonzalo Sandoval 11,328
C. Wayne Stice 5,568
B. W. Teague 3,371
Gerald E. Vaughn 151
All of the above and other
executive officers as a
group 175,673
(1)Shares for Messrs., Brooks, Carey, Mattison, Sandoval and CPL
directors and executives as a group, include 4,760, 2,851,
3,236, 211 and 11,058 shares of restricted stock,
respectively. These individuals currently have voting power,
but not investment power, with respect to these shares. The
above shares also include 870, 19,062, 9,786, 12,352, 1,942,
1,530, 1,045 and 49,535 shares underlying immediately
exercisable options held by Ms. Richardson and Messrs. Brooks,
Carey, Mattison, Sandoval, Stice, Teague and CPL directors and
executives as a group, respectively.
(2)Percentages are all less than one percent and therefore are
omitted.
<PAGE> 21
PSO
Beneficial Ownership as of December 31, 1994
Name CSW Common Stock Preferred Stock
(1)(2) (2)
E. R. Brooks 81,940
Harry A. Clarke --
Paul K. Lackey, Jr. --
Paula Marshall-Chapman --
Harry D. Mattison 33,111
William R. McKamey 8,176
Mary M. Polfer 3,378
Jack E. Raulston --
Dr. Robert B. Taylor, Jr. --
Robert L. Zemanek 10,920
Waldo J. Zerger, Jr. 9,635
E. Michael Williams 254
All of the above and other
executive officers as a
group 154,146
(1)Shares for Ms. Polfer and Messrs. Brooks, Mattison, Williams,
Zemanek, Zerger and PSO directors and executives as a group,
include 439, 4,760, 3,236, 254, 1,094, 478 and 10,261 shares
of restricted stock, respectively. These individuals
currently have voting power, but not investment power, with
respect to these shares. The above shares also include 1,942,
19,062, 12,352, 1,322, 7,092, 2,090 and 45,732 shares
underlying immediately exercisable options held by Ms. Polfer
and Messrs. Brooks, Mattison, McKamey, Zemanek, Zerger, and
PSO directors and executives as a group, respectively.
(2)Percentages are all less than one percent and therefore are
omitted.
<PAGE> 22
SWEPCO
Beneficial Ownership as of December 31, 1994
Name CSW Common Stock Preferred Stock
(1)(2) (2)
Richard H. Bremer 28,578
E. R. Brooks 81,940
James E. Davison --
Al P. Eason, Jr. 2,000
W. J. Googe, Jr. 6,558
Dr. Frederick E. Joyce 2,000
Michael H. Madison 4,241
Harry D. Mattison 33,111
Marvin R. McGregor 3,892
William C. Peatross --
Jack L. Phillips --
All of the above and other
executive officers as a
group 166,116
(1)Shares for Messrs. Bremer, Brooks, Googe, Madison, Mattison,
McGregor and SWEPCO directors and executives as a group,
include 2,609, 4,760, 539, 484, 3,236, 518 and 12,146 shares
of restricted stock, respectively. These individuals
currently have voting power, but not investment power, with
respect to these shares. The above shares also include 8,286,
19,062, 1,942, 2,090, 12,352, 2,090 and 47,011 shares
underlying immediately exercisable options held by Messrs.
Bremer, Brooks, Googe, Madison, Mattison, McGregor, and SWEPCO
directors and executives as a group, respectively.
(2)Percentages are all less than one percent and therefore are
omitted.
<PAGE> 23
WTU
Beneficial Ownership as of December 31, 1994
Name CSW Common Stock Preferred Stock
(1)(2) (2)
Richard F. Bacon 2,643
C. Harwell Barber 12,292
E. R. Brooks 81,940
Paul J. Brower 3,698
T. D. Churchwell 3,131
Glenn Files 9,164
Harry D. Mattison 33,111
Tommy Morris 2,000
Dian G. Owen 50
James M. Parker 6,700
Dennis M. Sharkey 16,205
F. L. Stephens 1,596
Donald A. Welch 7,920
All of the above and other
executive officers as a
group 184,360
(1)Shares for Messrs. Brooks, Brower, Churchwell, Files,
Mattison, Sharkey, Welch and WTU directors and executives as a
group, include 4,760, 330, 424, 1,071, 3,236, 662, 515 and
10,998 shares of restricted stock, respectively. These
individuals currently have voting power, but not investment
power, with respect to these shares. The above shares also
include 19,062, 2,090, 2,090, 6,596, 12,352, 8,342, 2,090 and
53,558 shares underlying immediately exercisable options held
by Messrs. Brooks, Brower, Churchwell, Files, Mattison,
Sharkey, Welch and WTU directors and executives as a group,
respectively.
(2)Percentages are all less than one percent and therefore are
omitted.
<TABLE>
<CAPTION>
EXHIBIT F-2
TRANSOK ACQUISITION COMPANY (TAC) AND SUBSIDIARIES CONSOLIDATING STATEMENT OF
INCOME FOR THE YEAR ENDED DECEMBER 31, 1994
(MILLIONS)
TAC
CONSOL TAC TGC TGPC TGGC TGTC ELIM
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING REVENUES
Electric
Residential 0 0 0 0 0 0 0
Commercial 0 0 0 0 0 0 0
Industrial 0 0 0 0 0 0 0
Sales for resale 0 0 0 0 0 0 0
Other 0 0 0 0 0 0 0
Total electric 0 0 0 0 0 0 0
Gas 576 594 69 19 18 (124)
Other diversified 0 0 0 0 0 0 0
576 0 594 69 19 18 (124)
OPERATING EXPENSES AND TAXES
Fuel and purchased power 0 0 0 0 0 0 0
Gas purchased for resale 413 0 471 0 (3) 0 (55)
Gas extraction and marketing 98 0 116 51 0 0 (69)
Other operating expense 25 0 1 11 6 7 0
Restructuring charges 0 0 0 0 0 0 0
Maintenance 2 0 0 1 1 0 0
Depreciation and amortization 14 0 0 4 5 5 0
Taxes, other than federal income 5 0 0 0 3 2 0
Federal income taxes 6 0 2 0 2 2 0
563 0 590 67 14 16 (124)
OPERATING INCOME 13 0 4 2 5 2 0
OTHER INCOME AND DEDUCTIONS
Mirror CWIP liability amortization 0 0 0 0 0 0 0
AFUDC-equity 0 0 0 0 0 0 0
Other 1 14 0 0 1 0 (14)
1 14 0 0 1 0 (14)
INCOME BEFORE INTEREST CHARGES 14 14 4 2 6 2 (14)
INTEREST CHARGES
Interest on long-term debt 0 0 0 0 0 0 0
Interest on short-term debt and other 0 0 0 0 0 0 0
AFUDC-debt 0 0 0 0 0 0 0
0 0 0 0 0 0 0
NET INCOME 14 14 4 2 6 2 (14)
Preferred stock dividends 0 0 0 0 0 0 0
NET INCOME FOR COMMON STOCK 14 14 4 2 6 2 (14)
</TABLE>
<TABLE>
<CAPTION>
TRANSOK ACQUISITION COMPANY (TAC) AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1994
(MILLIONS)
TAC
CONSOL TAC TGC TGPC TGGC TGTC ELIM
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
PLANT
Electric Plant
Production 0 0 0 0 0 0 0
Transmission 0 0 0 0 0 0 0
Distribution 0 0 0 0 0 0 0
General 0 0 0 0 0 0 0
Construction work in progress 0 0 0 0 0 0 0
Nuclear fuel 0 0 0 0 0 0 0
Total electric 0 0 0 0 0 0 0
Gas 87 0 0 87 0 0 0
Other diversified 0 0 0 0 0 0 0
87 0 0 87 0 0 0
Less - accumulated depreciation 22 22 0
65 0 0 65 0 0 0
INVESTMENTS IN SUBSIDIARIES 0 19 0 0 0 0 (19)
CURRENT ASSETS 0
Cash and temporary cash investments 0 0 0 0 0 0 0
Accounts receivable 285 (1) 353 (67) 0 0 0
Material and supplies, at average
cost 0 0 0 0 0 0 0
Electric utility fuel inventory,
substantially at average cost 0 0 0 0 0 0 0
Gas inventory/products for resale 23 0 23 0 0 0 0
Unrecovered fuel costs 0 0 0 0 0 0 0
Prepayments and other 2 0 2 0 0 0 0
310 (1) 378 (67) 0 0 0
DEFERRED CHARGES AND OTHER ASSETS
Deferred plant costs 0 0 0 0 0 0 0
Mirror CWIP asset 0 0 0 0 0 0 0
Other non-utility investments 0 0 0 0 0 0 0
Income tax related regulatory
assets, net 0 0 0 0 0 0 0
Other 5 0 4 1 0 0 0
5 0 4 1 0 0 0
380 18 382 (1) 0 0 (19)
</TABLE>
<TABLE>
<CAPTION>
TRANSOK ACQUISITION COMPANY (TAC) AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1994
(MILLIONS)
TAC
CONSOL TAC TGC TGPC TGGC TGTC ELIM
CAPITALIZATION AND LIABILITIES
<S> <C> <C> <C> <C> <C> <C> <C>
CAPITALIZATION
Common Stock
Common stock 0 0 0 0 0 0 0
Paid-in-capital 0 0 0 0 0 0 0
Retained earnings 15 15 15 4 0 0 (19)
15 15 15 4 0 0 (19)
Preferred Stock
Not subject to mandatory redemption 0 0 0 0 0 0 0
Subject to mandatory redemption 0 0 0 0 0 0 0
Long-term debt 0 0 0 0 0 0 0
15 15 15 4 0 0 (19)
CURRENT LIABILITIES
Long-term debt and preferred stock due
within twelve months 0 0 0 0 0 0 0
Short-term debt 0 0 0 0 0 0 0
Accounts payable 36 0 36 0 0 0 0
Accrued taxes 1 0 3 (2) 0 0 0
Accrued interest 0 0 0 0 0 0 0
Accrued restructuring charges 0 0 0 0 0 0 0
Other 316 2 327 (13) 0 0 0
353 2 366 (15) 0 0 0
DEFERRED CREDITS
Income taxes 12 1 1 10 0 0 0
Investment tax credits 0 0 0 0 0 0 0
Income tax related regulatory
liability, net 0 0 0 0 0 0 0
Mirror CWIP liability and other 0 0 0 0 0 0 0
12 1 1 10 0 0 0
380 18 382 (1) 0 0 (19)
</TABLE>
<TABLE>
<CAPTION>
TRANSOK ACQUISITION COMPANY (TAC) AND SUBSIDIARIES CONSOLIDATING STATEMENT OF
CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1994
(MILLIONS)
TAC
CONSOL TAC TGC TGPC TGGC TGTC ELIM
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income 14 14 4 2 6 2 (14)
Non-cash items included in net income
Commercial 14 0 0 4 5 5 0
Deferred income taxes, investment
tax credit 18 0 0 5 8 5 0
Restructuring charges 0 0 0 0 0 0 0
AFUCD-equity 0 0 0 0 0 0 0
Mirror CWIP liability amortization 0 0 0 0 0 0 0
Changes in assets and liabilities
Accounts receivable 34 48 (5) 6 (15) 0
Unrecovered fuel costs 0 0 0 0 0 0 0
Accounts payable (37) (36) (1) (1) 1 0
Accrued taxes 6 0 0 0 2 4 0
Accrued restructuring charges 0 0 0 0 0 0 0
Other (12) 0 (16) (1) 1 4 0
Undistributed earnings 0 0 0 0 0 0 0
37 14 0 4 27 6 (14)
INVESTING ACTIVITIES
Construction expenditures (37) 0 0 (4) (27) (6) 0
Acquisition expenditures 0 0 0 0 0 0 0
Non-affiliated accounts receivable
purchases 0 0 0 0 0 0 0
CSW Energy projects 0 0 0 0 0 0 0
AFUDC-borrowed 0 0 0 0 0 0 0
Other 0 (14) 0 0 0 0 14
(37) (14) 0 (4) (27) (6) 14
FINANCING ACTIVITIES
Common stock sold 0 0 0 0 0 0 0
Proceeds from issuance of long-term
debt 0 0 0 0 0 0 0
Retirement of long-term debt 0 0 0 0 0 0 0
Reacquisition of long-term debt 0 0 0 0 0 0 0
Redemption of preferred stock 0 0 0 0 0 0 0
Change in short-term debt 0 0 0 0 0 0 0
Payment of dividends 0 0 0 0 0 0 0
0 0 0 0 0 0 0
Net change in cash and cash equivalent 0 0 0 0 0 0 0
Cash and cash equivalents at beginning of
year 0
Cash and cash equivalents at end of year 0 0 0 0 0 0 0
SUPPLEMENTAL INFORMATION
Interest paid less amounts capitalized 0 0 0 0 0 0 0
Income taxes paid (refunded) (11) 1 2 (3) (4) (7) 0
</TABLE>
<TABLE>
<CAPTION>
TRANSOK ACQUISITION COMPANY (TAC) AND SUBSIDIARIES CONSOLIDATING STATEMENT OF
RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1994
(MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
TAC
CONSOL TAC TGC TGPC TGGC TGTC ELIM
Retained earnings at beginning of year 14 14 11 2 3 2 (18)
Net income for common stock 14 14 4 2 6 2 (14)
Deduct common stock dividends (13) (13) 0 0 (9) (4) 13
Retained earnings at end of year 15 15 15 4 0 0 (19)
</TABLE>
Exhibit F-3
CSW Energy, Inc. has substantial investments in affiliated parties that are
accounted for under the equity method. Reconciliations for the income statement
and balance sheet are provided.
CSW ENERGY AND AFFILIATES
INCOME STATEMENTS
THE PERIODS ENDED DECEMBER 31, 1994
(UNAUDITED)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
CSW ENERGY CSW DEV I CSW DEV II CSW/FT. LUPTON TOTAL
REVENUES
INCOME FROM EQUITY INVESTMENTS
ARK/CSW DEVELOPMENT PARTNERSHIP (1,204,548) (1,204,548)
OILDALE L.P. 3,174,036 3,174,036
NOAH L.P. 598,774 598,774
POLK POWER L.P. 773,588 773,588
CSW/ENERTRAN DEVELOPMENT PARTNERSHIP (1,128,587) (1,128,587)
THERMO L.P., NET OF AMORTIZATION 8,701,989 8,701,989
NET EQUITY INCOME 0 3,341,850 (1,128,587) 8,701,989 10,915,252
OPERATIONS & MAINTENANCE 669,049 669,049
OPERATIONS INCOME (438,979) (438,979)
COST OF OPERATIONS (1,351,541) (1,351,541)
NET - OVERHEADS BILLED (1,121,471) 0 0 0 (1,121,471)
OTHER INCOME
DEVELOPMENT FEE INCOME 750,000 751,837 1,501,837
INTEREST INCOME 818,839 7,612,872 371,376 4,628,421 13,431,508
OTHER INCOME 2,387,718 183,929 100 500 2,572,247
FINANCING FEE INCOME 128,481 128,481
TOTAL OTHER INCOME 3,956,557 8,548,638 371,476 4,757,402 17,634,073
TOTAL REVENUES 2,835,086 11,890,488 (757,111) 13,459,391 27,427,854
EXPENSES
TOTAL CSWE EXPENSES 6,112,763 148,217 6,260,980
LEGAL & OUTSIDE SERVICES 5,130,150 2,144,501 124,434 76,109 7,475,194
INTEREST EXP. - AFFILIATED COMPANIES 1,310,943 3,029,287 149,343 3,599,267 8,088,840
GENERAL AND ADMINISTRATIVE 3,721,099 85,814 3,806,913
TOTAL EXPENSES 12,553,856 8,894,887 359,591 3,823,593 25,631,927
CSWE EXPENSES TRANSFERRED OUT (4,688,038) (2,918,629) (196,142) (272,901) (8,075,710)
NET EXPENSES 7,865,818 5,976,258 163,449 3,550,692 17,556,217
CONSTRUCTION EXPENSE
MULBERRY EPC REVENUE (31,302,751) (31,302,751)
CONSTRUCTION 37,649,441 37,649,441
NET CONSTRUCTION 0 6,346,690 0 0 6,346,690
NET INCOME/(LOSS) BEFORE TAXES (5,030,732) (432,460) (920,560) 9,908,699 3,524,947
PROVISION FOR FEDERAL INCOME TAX (5,910,810) (9,704,326) (500,488) (2,228,296) (18,343,920)
PROVISION FOR DEFERRED INCOME TAX 4,435,818 9,509,655 329,053 5,657,365 19,931,891
TOTAL FEDERAL INCOME TAX 1,474,992 194,671 171,435 (3,429,069) (1,587,971)
NET INCOME/(LOSS) (3,555,740) (237,789) (749,125) 6,479,630 1,936,976
</TABLE>
CSW ENERGY, INC.
STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31,1994
(Unaudited)
REVENUES
OPERATIONS & MAINTENANCE
OPERATIONS INCOME $ 669,049
COST OF OPERATIONS (438,979)
PRE-COMMENCEMENT O&M EXPENSES (1,351,541)
NET - OVERHEADS BILLED (1,121,471)
OTHER INCOME
DEVELOPMENT FEE INCOME 750,000
INTEREST INCOME 818,839
OTHER INCOME 2,387,718
TOTAL OTHER INCOME 3,956,557
TOTAL REVENUES $ 2,835,086
EXPENSES
TOTAL CSWE EXPENSES $ 6,112,763
LEGAL & OUTSIDE SERVICES 5,130,150
INTEREST EXP - AFFILIATED COMPANIES 1,310,943
TOTAL EXPENSES 12,553,856
CSWE EXPENSE TRANSFERRED OUT (4,688,038)
NET EXPENSES 7,865,818
NET LOSS BEFORE TAXES (5,030,732)
PROVISION FOR FEDERAL INCOME TAX (5,910,810)
PROVISION FOR DEFERRED INCOME TAX 4,435,818
TOTAL FEDERAL INCOME TAX 1,474,992
NET LOSS $ (3,555,740)
<PAGE>
CSW DEVELOPMENT I, INC.
STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31,1994
(Unaudited)
REVENUES
INCOME FROM EQUITY INVESTMENTS
ARK/CSW DEVELOPMENT PARTNERSHIP $ (1,204,548)
OILDALE L.P. 3,174,036
NOAH L.P. 598,774
POLK POWER L.P. 773,588
NET EQUITY INCOME 3,341,850
OTHER INCOME
DEVELOPMENT FEE INCOME 751,837
INTEREST INCOME 7,612,872
OTHER INCOME 183,929
TOTAL OTHER INCOME 8,548,638
TOTAL REVENUES $ 11,890,487
EXPENSES
GENERAL AND ADMINISTRATIVE $ 3,721,099
LEGAL & OUTSIDE SERVICES 2,144,501
INTEREST EXP - AFFILIATED COMPANIES 3,029,287
TOTAL EXPENSES 8,894,887
CSWE EXPENSE TRANSFERRED OUT (2,918,629)
NET EXPENSE 5,976,258
CONSTRUCTION EXPENSE
MULBERRY EPC REVENUE (31,302,751)
CONSTRUCTION 37,649,441
NET CONSTRUCTION 6,346,689
NET INCOME BEFORE TAXES (432,460)
PROVISION FOR FEDERAL INCOME TAX (9,704,326)
PROVISION FOR DEFERRED INCOME TAX 9,509,655
TOTAL FEDERAL INCOME TAX (194,671)
NET INCOME $ (237,789)
<PAGE>
ARK/CSW DEVELOPMENT PARTNERSHIP
STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1994
(Unaudited)
REVENUES
SALE OF WIP $ 61,847,594
PROJECT MANAGEMENT 374,226
TOTAL REVENUES 62,221,820
DEVELOPMENT EXPENSES:
ARK/CSW DIRECT EXPENSES 137,044
BILLINGS FROM ARK ENERGY 1,681,031
BILLINGS FROM CSW ENERGY 413,000
RECLASS. FROM (TO) BAL. SHEET 61,847,594
TOTAL DEVELOPMENT EXPENSES 64,078,669
OPERATING EXPENSES 840,284
WRITE-OFF OF WIP 5,295
BAD DEBT EXPENSE 3,252,231
OPERATING LOSS (5,954,659)
OTHER INCOME (EXPENSE):
INTEREST EXPENSE (5,429,639)
CAPITALIZED INTEREST 4,128,861
NET INTEREST EXPENSE (1,300,778)
INTEREST INCOME 10,875
INVESTMENT INCOME (LOSS):
INCOME (LOSS) - OILDALE GP (5,739)
INCOME (LOSS) - ORANGE GP (70)
INCOME (LOSS) - POLK GP 62,561
TOTAL INVESTMENT INCOME 56,752
NET LOSS (7,187,810)
<PAGE>
POLK POWER GP, INC.
STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1994
(Unaudited)
TOTAL OPERATING REVENUES $ 330,359
OPERATING EXPENSES
SALARIES & WAGES 146,031
OFFICE RENT 18,832
ADMIN & BANK FEES 19,797
TRAVEL & ENTERTAINMENT 11,986
OTHER G&A EXPENSES 86,778
TOTAL OPERATING EXPENSES 283,424
OPERATING INCOME 46,935
OTHER INCOME, NET 15,628
NET INCOME $ 62,563
<PAGE>
POLK POWER PARTNERS L.P.
STATEMENTS OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1994
(Unaudited)
TOTAL OPERATING REVENUES $ 11,885,069
OPERATING EXPENSES
FUEL EXPENSE 3,771,008
0 & M FEES 705,060
OVERHAUL RESERVE 146,387
MAINTENANCE PARTS & SUPPLIES 49,803
DEPRECIATION & AMORTIZATION 1,773,275
TAXES OTHER THAN INCOME 18,465
G & A 387,189
TOTAL OPERATING EXPENSES 6,851,187
OPERATING INCOME 5,033,882
OTHER INCOME/(EXPENSE):
INTEREST INCOME 144,074
INTEREST EXPENSE (3,615,151)
TOTAL OTHER INCOME/EXPENSE (3,471,077)
NET INCOME $ 1,562,805
<PAGE>
NOAH I POWER GP, INC.
STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1994
(Unaudited)
OTHER INCOME/(EXPENSE) - INVESTMENTS $ 6,498
NET INCOME (LOSS) $ 6,498
<PAGE>
NOAH I POWER PARTNERS, L.P.
STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1994
(Unaudited)
YEAR
TO DATE
REVENUE - INCOME FROM EQUITY INVESTMENTS $ 863,085
OPERATING EXPENSES
AMORTIZATION OF DEVELOPMENT COSTS 138,765
OTHER OPERATING EXPENSES 74,495
TOTAL OPERATING EXPENSES 213,260
NET INCOME $ 649,825
<PAGE>
BRUSH COGENERATION PARTNERS
STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31,1994
OPERATING REVENUE
CAPACITY $ 14,110,922
ENERGY 3,385,216
TOTAL OPERATING REVENUE 17,496,138
OPERATING EXPENSES
FUEL AND FUEL TRANSPORTATION 4,440,027
OPERATING, MAINTENANCE AND SUPPLIES 2,419,279
GENERAL AND ADMINISTRATIVE 432,818
DEPRECIATION 2,124,963
TOTAL OPERATING EXPENSES 9,417,087
NET OPERATING INCOME 8,079,051
OTHER INCOME/(EXPENSE)
INTEREST EXPENSE (5,712,951)
INTEREST INCOME 203,763
GREENHOUSE LEASE INCOME 708,330
AMORTIZATION (1,515,466)
OTHER EXPENSE (20,505)
TOTAL OTHER EXPENSE (6,336,829)
NET INCOME $ 1,742,222
<PAGE>
ORANGE COGENERATION GP, INC.
STATEMENT OF INCOME
FOR THE TEN MONTHS ENDED DECEMBER 31, 1994
(Unaudited)
OPERATING EXPENSES $ 70
NET LOSS $ (70)
<PAGE>
ORANGE COGENERATION LP
STATEMENTS OF INCOME
FOR THE YEAR ENDED DECEMBER 31,1994
(Unaudited)
NOT APPLICABLE - NOT IN OPERATIONS
<PAGE>
CSW DEVELOPMENT II, INC.
STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31,1994
(Unaudited)
REVENUES
INCOME FROM EQUITY INVESTMENTS
CSW/ENERTRAN DEVELOPMENT PRTSHP $ (1,128,587)
OTHER INCOME
INTEREST INCOME 371,376
OTHER INCOME 100
TOTAL OTHER INCOME 371,476
TOTAL REVENUES $ (757,111)
EXPENSES
GENERAL AND ADMINISTRATIVE $ 85,814
LEGAL & OUTSIDE SERVICES 124,434
INTEREST EXP - AFFILIATED COMPANIES 149,343
TOTAL EXPENSES 359,591
CSWE EXPENSE TRANSFERRED OUT (196,142)
NET EXPENSE 163,449
NET INCOME BEFORE TAXES (920,560)
PROVISION FOR FEDERAL INCOME TAX (500,488)
PROVISION FOR DEFERRED INCOME TAX 329,053
TOTAL FEDERAL INCOME TAX (171,435)
NET INCOME $ (749,125)
<PAGE>
CSW/ENERTRAN DEVELOPMENT PARTNERSHIP
STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31,1994
(Unaudited)
YEAR
TO DATE
EXPENSES
DEVELOPMENT EXPENSE - GENERAL 976,811
OTHER INTEREST EXPENSE 313,003
TOTAL EXPENSES 1,289,814
NET LOSS (1,289,814)
<PAGE>
CSW FT. LUPTON, INC
Income Statement
For the Twelve Months Ended December 31, 1994
(Unaudited)
Revenue
Income from Equity Investments
Thermo LP, Net of Amortization $ 8,701,989
Net Equity Income 8,701,989
Other Income
Financing Fee Income 128,481
Interest Income 4,628,421
Other Income 500
Total Other Income 4,757,402
Total Revenue $13,459,391
Expense
CSWE Expenses
Salaries and Wages $ 97,578
Benefits & Other Compensation 7,719
Travel, Lodging, Meals & Entertainment 24,960
Other Expenses 17,960
Total CSWE Expenses 148,218
Legal & Outside Services
Legal Expenses 69,663
Outside Services - Transok 501
Outside Services - CSWS 4,945
Outside Services - Consultants 1,000
Total Legal & Outside Services 76,109
Interest Expense - Affiliated Companies 3,599,267
Total Expenses 3,823,593
CSWE Expense Transferred Out (272,901)
Net Expense 3,550,692
Net Income Before Tax 9,908,698
Provision for Federal Income Tax (2,228,296)
Provision for Deferred Income Tax 5,657,365
Total Federal Income Tax 3,429,069
Net Income $ 6,479,630
<PAGE>
THERMO COGENERATION PARTNERSHIP, L.P.
STATEMENTS OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1994
(Unaudited)
ENERGY, CAPACITY, THERMAL, AND RENTAL INCOME $ 25,770,351
INTEREST INCOME 80,645
FINANCING AND INTEREST EXPENSES (7,032,124)
PROJECT RESERVE INCOME 150,025
GENERAL AND ADMINISTRATIVE EXPENSES (109,289)
LOSS ON SALE OF ASSETS (263,957)
NET INCOME $ 18,595,651
<TABLE>
<CAPTION> CSW
CSW ENERGY, INC. MULBERRY
CONSOLIDATED BALANCE SHEET AND
DECEMBER 31, 1994 CSW CSW
CSWE CSWD-I CSWD-II FT. LUPTON ORANGE ELIMINATION CONSOLIDATED
<S> <C> <C> <C> <C> <C> <C> <C>
CASH (140,810.87) 4,000.00 151,110.87 14,300.00
A/R PROJECTS 559,094.84 6,454,267.47 7,013,362.31
A/R SUBSIDIARIES 142,765.39 (142,765.39) 0.00
A/R CSWS 175,862.82 175,862.82
A/R CSWI 274,180.35 274,180.35
A/R EMPLOYEES 2,595.00 (200.00) 2,395.00
A/R OTHER 5,228.32 5,228.32
ACCRUED INT - SUBSIDIARIES 1,020,956.49 (1,020,956.49) 0.00
ACCRUED INT - PROJECTS 1,159,469.29 1,767,713.76 (883,856.88) 2,043,326.17
WORK IN PROCESS 1,533,854.42 14,910,584.21
OTHER CURRENT ASSETS 42,857.50 42,857.50
FIXED ASSETS 510,155.80 510,155.80
ACCUMULATED DEPRECIATION (180,536.19) (180,536.19)
FIT RECEIVABLE - CSW 1,773,640.00 1,773,640.00
N/R - CSWE 0.00
N/R - SUBSIDIARIES 199,551,449.23 (199,551,449.23) 0.00
N/R - ARK/CSW PS 331,359.61 (47,745,004.91) 47,745,004.89
N/R - NOAH LP 359,472.44 (339,701.46) 19,770.98
N/R - OILDALE LP 778,484.66 (385,349.91) 393,134.75
N/R - CSW/ENTERTRAN 4,909,085.34 (4,149,876.66) 759,208.68
N/R - ENTERTRAN 528,942.46 (462,824.65) 66,117.81
N/R - PENTECH 2,320,981.26 2,320,981.26
N/R - ORANGE 0.00 0.00
N/R - THERMO 30,083.24 102,105,797.69 (51,067,940.47) 51,067,940.46
N/R - KVA 8,488,368.41 8,488,368.41
N/R - EMPLOYEES 84,528.24 4,318.82 88,847.06
EQUITY INVESTMENTS-
SUBSIDIARIES 17,682,708.16 (17,682,708.16) 0.00
EQUITY INVESTMENTS - KVA 500,000.00 500,000.00
EQUITY INVESTMENTS - ARK/CSW PS (5,298,722.41) 48,130,354.82 42,831,632.41
EQUITY INVESTMENTS - BRUSH II 0.00
EQUITY INVESTMENTS - OILDALE LP 0.00
EQUITY INVESTMENTS - POLK POWER LP 773,588.49 773,588.49
EQUITY INVESTMENTS - NOAH I POWER 15,905,081.22 339,701.46 16,244,782.68
EQUITY INVESTMENTS - CSW/ENERTRAN (3,241,139.07) 4,612,701.31 1,371,562.24
EQUITY INVESTMENTS - THERMO 38,500,000.00 47,169,062.00 13,451,797.35 99,120,859.35
EQUITY INVESTMENTS - CSW MULBERRY 495.00 495.00 (495.00) 495.00
EQUITY INVESTMENTS - ORANGE 990.00 990.00 (990.00) 990.00
OTHER NONCURRENT ASSETS 428,035.10 20,593.99 1,482,115.20 1,930,744.29
TOTAL ASSETS 274,791,598.09 127,542,977.98 2,196,888.73 152,524,688.65 1,485.00 (256,748,253.40) 300,309,385.05
A/P - PROJECTS - CSWE 193,447.78 312,049.67 0.00 33,596.12 539,093.57
A/P - PROJECTS - CSW DEV I 85,256.32 1,641,192.09 1,726,448.41
A/P - PROJECTS - CSW DEV II 1,219.97 30,083.39 31,303.36
A/P - G&A - CSWE 1,682.85 142,646.53 106.93 11.93 8,345.48 152,793.72
A/P - CSWC (447,721.63) (447,721.63)
A/P - CSWS (160,144.78) (160,144.78)
RETAINAGE PAYABLE 2,687,851.00 2,687,851.00
ACCRUED INTEREST PAYABLE-CSWC 1,166,968.91 1,166,968.91
ACCRUED INTEREST PAYABLE - CSWE 485,180.48 18,967.07 516,808.94 (1,020,956.49) 0.00
FEDERAL INCOME TAXES PAYABLE (419,953.64) (1,254,971.08) (55,459.24) 5,498.30 (1,724,885.66)
OTHER CURRENT LIABILITIES 849,684.24 15,050.33 3,598.50 868,333.07
N/P - CSWC 221,400,570.96 0.49 21,400,571.45
N/P - CSWE 98,820,052.29 3,499,097.02 97,232,299.92 (199,551,449.23) 0.00
ACCUMULATED DFRD INCOME TAXES 4,154,808.00 10,331,966.57 434,902.00 6,257,538.00 21,179,214.57
OTHER NONCURRENT LIABILITIES 3,759.00 274.00 3,198,444.09 3,202,477.09
COMMON STOCK 1,000.00 1,000.00 1,000.00 (2,000.00) 1,000.00
APIC 56,180,996.89 14,981,051.21 38,500,000.00 1,485.00 (56,182,193.65) 53,481,339.45
RETAINED EARNINGS (4,664,237.23) (382,575.68) (982,683.18) 297,262.80 (5,732,233.29)
NET INCOME (3,555,739.55) (237,789.43) (749,125.26) 6,479,630.05 1,936,975.81
TOTAL LIABILITIES & EQUITY 274,791,598.09 127,542,977.98 2,196,888.73 152,524,688.65 1,485.00 (256,748,253.40) 300,309,385.05
</TABLE>
CSW ENERGY, INC.
BALANCE SHEET
DECEMBER 31, 1994
(Unaudited)
ASSETS
CURRENT ASSETS:
ACCOUNTS RECEIVABLE - TRADE $ 559,095
ACCOUNTS RECEIVABLE - RELATED PARTIES 595,403
OTHER CURRENT ASSETS 42,858
TOTAL CURRENT ASSETS 1,197,356
NONCURRENT ASSETS:
NOTES RECEIVABLE 210,806,770
ACCRUED INT - SUBSIDIARIES 1,020,956
ACCRUED INT - PROJECTS 1,159,469
EQUITY INVESTMENTS 56,682,708
WORK IN PROGRESS 1,533,854
FIXED ASSETS 510,156
ACCUMULATED DEPRECIATION (180,536)
FIT RECEIVABLE - CSW 1,773,640
OTHER NONCURRENT ASSETS 428,035
TOTAL ASSETS $ 274,932,408
LIABILITIES AND SHAREHOLDER'S EQUITY
CURRENT LIABILITIES:
ACCOUNTS PAYABLE - TRADE $ 424,494
ACCOUNTS PAYABLE - RELATED PARTY 560,785
OTHER CURRENT LIABILITIES 849,684
NON-CURRENT LIABILITIES:
FEDERAL INCOME TAXES PAYABLE (419,954)
NOTE PAYABLE - CSW CORP. 221,400,571
ACCUMULATED DFRD INCOME TAXES 4,154,808
TOTAL LIABILITIES 226,970,388
SHAREHOLDER'S EQUITY: 47,962,020
TOTAL LIABILITIES & EQUITY $ 274,932,408
<PAGE>
CSW DEVELOPMENT I, INC.
BALANCE SHEET
DECEMBER 31, 1994
(Unaudited)
ASSETS
CURRENT ASSETS:
CASH $ 4,000
ACCOUNTS RECEIVABLES 6,459,296
TOTAL CURRENT ASSETS 6,463,296
NONCURRENT ASSETS.
NOTES RECEIVABLE 96,300,926
EQUITY INVESTMENTS 11,381,432
WORK IN PROGRESS 13,376,730
OTHER NONCURRENT ASSETS 20,594
TOTAL ASSETS $ 127,542,978
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES.
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 2,596,393
RETAINAGE PAYABLE 2,687,851
FEDERAL INCOME TAXES PAYABLE (1,254,971)
NOTE PAYABLE 98,820,052
ACCUMULATED DFRD INCOME TAXES 10,331,967
TOTAL LIABILITIES 113,181,292
STOCKHOLDER'S EQUITY 14,361,686
TOTAL LIABILITIES & EQUITY $ 127,542,978
<PAGE>
ARK/CSW DEVELOPMENT PARTNERSHIP
BALANCE SHEET
DECEMBER 31, 1994
(Unaudited)
CURRENT ASSETS:
CASH & CASH EQUIVALENTS 56,191
NOTES REC - ORANGE COGEN 62,927,864
NOTES REC - ARKENOL 3,252,231
ALLOWANCE FOR BAD DEBTS - ARKENOL (3,252,231)
ACCOUNTS RECEIVABLE - POLK POWER 107,217
ADVANCES TO ARK ENERGY 200,000
OTHER PREPAIDS/ADVANCES 204,198
TOTAL CURRENT ASSETS 63,495,470
WORK IN PROGRESS 18,716,818
INVESTMENTS 56,992
82,269,280
CURRENT LIABILITIES
ACCOUNTS PAYABLE 235,427
ACCRUED LIABILITIES 24,000
TOTAL CURRENT LIABILITIES 259,427
ADVANCES FROM CSW 86,061
NOTES PAYBLE TO CSW 95,533,490
PARTNERS' CAPITAL: (13,609,698)
82,269,280
<PAGE>
POLK POWER GP, INC.
BALANCE SHEET
DECEMBER 31, 1994
(Unaudited)
ASSETS
CURRENT ASSETS
CASH & CASH EQUIVALENTS $ 23,921
ACCOUNTS RECEIVABLE 162,003
TOTAL CURRENT ASSETS 185,924
FIXED ASSETS 23,969
OTHER ASSETS
INVESTMENT IN POLK POWER PARTNERS 15,638
DEPOSITS & OTHER ASSETS 2,400
TOTAL OTHER ASSETS 18,038
TOTAL ASSETS $ 227,931
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
ACCOUNTS PAYABLE $ 131,268
OTHER CURRENT LIABILITIES 33,101
TOTAL CURRENT LIABILITIES 164,369
SHAREHOLDERS' EQUITY
COMMON STOCK 1,000
RETAINED EARNINGS 62,562
TOTAL SHAREHOLDERS' EQUITY 63,562
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $ 227,931
<PAGE>
POLK POWER PARTNERS L.P.
BALANCE SHEET
DECEMBER 31, 1994
(Unaudited)
ASSETS
CURRENT ASSETS:
CASH & CASH EQUIVALENTS $ 3,766,137
ACCOUNTS RECEIVABLE 3,649,635
TOTAL CURRENT ASSETS 7,415,772
FIXED ASSETS
PLANT & EQUIPMENT 105,476,881
LAND 1,129,170
ACCUMULATED DEPRECIATION (1,452,452)
DEFERRED FINANCE COSTS - COGEN 5,834,023
ACCUMULATED AMORTIZATION (320,823)
TOTAL FIXED ASSETS 110,666,799
OTHER ASSETS
WIP - COGEN PLANT 23,551,859
FINANCING COSTS 1,591,566
FUEL OIL INVENTORY 190,393
TOTAL OTHER ASSETS 25,333,818
TOTAL ASSETS $ 143,416,389
<PAGE>
POLK POWER PARTNERS L.P.
BALANCE SHEET
DECEMBER 31, 1994
(Unaudited)
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES
ACCOUNTS PAYABLE (TRADE) $ 2,401,893
RETAINAGE PAYABLE 5,103,816
INTERCOMPANY PAYABLES 839,924
ACCRUED LIABILITIES 1,989,832
TOTAL CURRENT LIABILITIES 10,335,465
OTHER LIABILITIES
CONSTRUCTION NOTE TAKEDOWNS 134,143,463
PREPAYMENT OF CONSTRUCTION NOTES (2,626,343)
TOTAL OTHER LIABILITIES 131,517,120
PARTNERS' CAPITAL
MLP HOLDINGS 774,083
CSWD-1 774,083
POLK POWER GP, INC. 15,638
TOTAL PARTNERS' CAPITAL 1,563,804
TOTAL LIABILITIES & PARTNERS' CAPITAL $ 143,416,389
<PAGE>
NOAH I POWER GP, INC.
BALANCE SHEET
DECEMBER 31, 1994
(Unaudited)
ASSETS
CASH & CASH EQUIVALENTS $ 990
INVESTMENT IN NOAH I L.P. 3,888
TOTAL ASSETS 4,878
LIABILITIES AND SHAREHOLDERS' CAPITAL
SHAREHOLDERS' EQUITY
COMMON STOCK 1,000
RETAINED EARNINGS 3,878
TOTAL SHAREHOLDERS' CAPITAL 4,878
TOTAL LIABILITIES & SHAREHOLDERS' CAPITAL $ 4,878
<PAGE>
NOAH I POWER PARTNERS, L.P.
BALANCE SHEET
DECEMBER 31, 1994
(Unaudited)
ASSETS
CASH & CASH EQUIVALENTS $ 1,053
ACCOUNTS RECEIVABLE 343,000
DEVELOPMENT COSTS - (NET OF ACCUMULATED 346,911
AMORTIZATION OF $346,912)
INVESTMENT IN BRUSH COGEN PARTNERS 15,787,512
TOTAL ASSETS $ 16,478,476
LIABILITIES AND PARTNERS' CAPITAL
ACCOUNTS PAYABLE $ 211,325
ACCRUED CLOSING COSTS 264,452
PARTNERS' CAPITAL: 16,002,699
TOTAL LIABILITIES & PARTNERS' CAPITAL $ 16,478,476
<PAGE>
BRUSH COGENERATION PARTNERS
BALANCE SHEET
DECEMBER 31, 1994
ASSETS
CURRENT ASSETS
CASH & CASH EQUIVALENTS $ 504,085
RESTRICTED CASH 4,714,003
ACCOUNTS RECEIVABLE
TRADE 3,182,872
RELATED PARTY 452,442
OTHER 293,300
PREPAIDS AND OTHER CURRENT ASSETS 187,803
NOTES RECEIVABLE - RELATED PARTY 250,000
TOTAL CURRENT ASSETS 9,584,505
INVESTMENT IN JOINT VENTURE 94,376
CONTRACT RIGHTS
NET OF ACCUMULATED AMORTIZATION, ($1,624,778) 23,025,222
PROPERTY, PLANT, AND EQUIPMENT
NET OF ACCUMULATED DEPRECIATION, ($2,138,245) 58,641,358
OTHER ASSETS
DEFERRED RENT FROM RELATED PARTY 576,558
SECURITY DEPOSIT 1,858,665
PREPAID FUEL 500,000
RESTRICTED CASH 1,707,318
OTHER 25,141
TOTAL OTHER ASSETS 4,667,682
DIRECT FINANCING COSTS
NET OF ACCUMULATED AMORTIZATION, ($539,314) 2,793,003
TOTAL ASSETS $ 98,806,146
<PAGE>
BRUSH COGENERATION PARTNERS
BALANCE SHEET
DECEMBER 31, 1994
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES $ 3,388,635
RELATED PARTY PAYABLE 187,362
CURRENT PORTION OF LONG-TERM DEBT 5,109,448
TOTAL CURRENT LIABILITIES 8,685,445
LONG-TERM DEBT 59,346,917
PARTNERS' CAPITAL 30,773,784
TOTAL LIABILITIES & PARTNERS' CAPITAL $ 98,806,146
<PAGE>
ORANGE COGENERATION GP, INC.
BALANCE SHEET
DECEMBER 31, 1994
(Unaudited)
ASSETS
CASH & CASH EQUIVALENTS $ 910
INVESTMENT IN ORANGE COGEN 20
TOTAL ASSETS $ 930
LIABILITIES AND CAPITAL
SHAREHOLDERS' EQUITY
COMMON STOCK $ 1,000
RETAINED EARNINGS (70)
TOTAL CAPITAL 930
TOTAL LIABILITIES AND CAPITAL $ 930
<PAGE>
ORANGE COGENERATION LP
BALANCE SHEET
DECEMBER 31, 1994
(Unaudited)
ASSETS
CASH & CASH EQUIVALENTS $ 1,803
WORK IN PROGRESS 62,878,585
TOTAL ASSETS $ 62,880,388
LIABILITIES AND PARTNERS' CAPITAL
NOTES PAYABLE - ARK/CSW $ 62,878,388
PARTNERS' CAPITAL:
OLP HOLDINGS, INC. 990
CSW ORANGE, INC 990
ORANGE COGENERATION G.P., INC. 20
TOTAL PARTNERS' CAPITAL 2,000
TOTAL LIABILITIES & PARTNERS' CAPITAL $ 62,880,388
<PAGE>
CSW DEVELOPMENT II, INC.
BALANCE SHEET
DECEMBER 31, 1994
(Unaudited)
ASSETS
NOTES RECEIVABLE $ 5,438,028
EQUITY INVESTMENTS - CSW/ENERTRAN (3,241,139)
TOTAL ASSETS $ 2,196,889
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES:
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 49,157
FEDERAL INCOME TAXES PAYABLE (55,459)
NOTES PAYABLE - CSWE 3,499,097
ACCUMULATED DFRD INCOME TAXES 434,902
TOTAL LIABILITIES 3,927,697
STOCKHOLDER'S EQUITY (1,730,808)
TOTAL LIABILITIES & STOCKHOLDER'S EQUITY $ 2,196,889
<PAGE>
CSW/ENERTRAN DEVELOPMENT PARTNERSHIP
BALANCE SHEET
December 31, 1994
(Unaudited)
ASSETS
CURRENT ASSETS - Accounts Receivable $ 20,436
NONCURRENT ASSETS
Notes Receivable 1,146,358
Accrued Interest Receivable 3,360
Deferred Development Costs 78,000
1,227,718
TOTAL ASSETS $ 1,248,154
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES - Accounts Payable $ 3,000
NONCURRENT LIABILITIES
Accrued Interest Payable 425,537
Notes Payable 4,523,792
4,949,329
PARTNERS' CAPITAL (3,704,175)
TOTAL LIABILITIES & PARTNERS' CAPITAL $ 1,248,154
<PAGE>
CSW FT. LUPTON, INC
BALANCE SHEET
DECEMBER 31, 1994
(Unaudited)
CURRENT ASSETS
Accounts Receivable $ 1,767,714
Deferred Interest Expense 1,482,115 $ 3,249,829
NONCURRENT ASSETS
Notes Receivable 102,105,798
Equity Investment 47,764,899
Acc. Equity Amortization (595,837) 149,274,860
Total Assets $ 152,524,689
CURRENT LIABILITIES
Accounts Payable 33,608
Accrued Interest Payable 516,809 $ 550,417
NONCURRENT LIABILITIES
Note Payable-CSWE 97,235,899
Deferred Income 3,198,444
Federal Income Tax Benefit 6,263,036 106,697,379
Total Liabilities 107,247,796
CAPITAL
Paid in Capital 38,500,000
Retained Earnings $ 6,776,893 45,276,893
Total Liabilities and Capital $ 152,524,689
<PAGE>
THERMO COGENERATION PARTNERSHIP, L.P.
BALANCE SHEET
DECEMBER 31, 1994
Unaudited
ASSETS
CURRENT ASSETS
CASH $ 16,609,918
ACCOUNTS RECEIVABLE 19,761,503
PREPAID FUEL SUPPLY 255,332
TOTAL CURRENT ASSETS 36,626,753
COGENERATION PLANT AND EQUIPMENT
PLANT AND BUILDINGS 56,499,537
EQUIPMENT 87,835,363
LAND 196,226
TOTAL COGENERATION PLANT AND EQUIPMENT 144,531,126
GREENHOUSE 8,939,104
FUEL SUPPLY 13,191,020
POWER PURCHASE AGREEMENTS 8,778,509
FINANCING COSTS 7,545,416
ORGANIZATION COSTS 365,500
SYNDICATION COSTS 150,000
TOTAL ASSETS $ 220,127,428
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES
ACCRUED EXPENSES $ 11,818,226
ACCOUNTS PAYABLE 3,216,359
RETAINAGE PAYABLE 180,002
TOTAL CURRENT LIABILITIES 15,214,587
LONG TERM DEBT
FIXED RATE CONSTRUCTION DEBT 75,000,000
FLOATING RATE CONSTRUCTION DEBT 102,000,000
TOTAL LONG TERM DEBT 177,000,000
PARTNERS' EQUITY 27,912,841
TOTAL LIABILITIES & PARTNERS' CAPITAL $ 220,127,428
CSW Energy, Inc.
Statement of Cash Flows
For the Twelve Months Ended December 31, 1994
OPERATING ACTIVITIES
Net Loss (3,555,740)
Adustment to reconcile net income to operating
activities
Depreciation/Amortization 52,919
Change in Assets and Liabilities
Other Assets (136,186)
Federal Income Tax Receivable 599,113
Other Liabilities 483,550
Accounts Payable 285,625
Deferred Federal Income Tax 4,126,033
Net cash provided by operating activities 1,855,314
INVESTING ACTIVITIES
Property, plant, and equipment expenditures (86,910)
Work in Process (47,480)
Increase in Notes Receivable - related party (14,627,767)
Proceeds from investment by CSW Corp. 27,104,496
Payment for contribution in Partnerships (27,103,496)
Net cash used in investing activities (14,761,157)
FINANCING ACTIVITIES - Borrowing from CSW Corp. 12,896,934
Net Change in Cash and Cash Equivalents (8,909)
Cash - Beginning of Year 8,909
Cash - End of Year 0
<PAGE>
CSW DEVELOPMENT I, INC.
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1994
(Unaudited)
OPERATING ACTIVITIES
Net Income $ (237,789)
Undistributed Loss of Affiliate (2,800,722)
Change in Assets and Liabilities
Notes Receivable 18,856,793
Other Assets 13,200
Federal Income Tax Receivable 109,330
Accrued Interest Payable (9,784,270)
Deferred Federal Income Tax 9,117,155
Net cash provided by operating
activities 15,273,697
INVESTING ACTIVITIES
Common Stock 1,000
Work in Process (5,312,526)
Proceeds from investment by CSW Corp. 7,854,496
Payment for contribution in Partnerships (7,854,496)
Net cash used in investing activities (5,311,526)
FINANCING ACTIVITIES-Borrowing from CSW Corp. (9,958,171)
Net Change in Cash 4,000
Cash - Beginning of Year 0
Cash - End of Year $ 4,000
<PAGE>
ARK/CSW DEVELOPMENT PARTNERSHIP
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31,1994
OPERATING ACTIVITIES:
NET LOSS (7,187,810)
CHANGES IN ASSETS AND LIABILITIES
NOTES RECEIVABLE 32,076,724
ACCOUNTS RECEIVABLE 147,178
OTHER PREPAIDS/ADVANCES (188,752)
ACCOUNTS PAYABLE (1,339,755)
ADVANCES FROM CSW 712,441
24,220,026
INVESTING ACTIVITIES
WIP - ARKENOL 3,641,121
WIP - ORANGE COGENERATION (1,123,353)
WIP - MULBERRY 1,830,175
WIP - SMUD (5,697,039)
WIP - SMUD ETHANOL (769,013)
WIP - COLUMBIA CO-ENERGY (1,108,181)
TOTAL WIP (3,226,290)
OILDALE GP, INC. 5,739
POLK POWER GP, INC. (62,561)
ORANGE COGEN GP, INC. (930)
(3,284,042)
FINANCING ACTIVITIES:
DECREASE IN CSW NOTES (21,512,297)
(21,512,297)
NET CHANGE IN CASH AND CASH EQUIVELANTS (576,313)
CASH AND CASH EQUIVALENTS - BEG. BAL 632,504
CASH AND CASH EQUIVALENTS - END. BAL 56,191
<PAGE>
POLK POWER GP, INC.
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31,1994
(Unaudited)
OPERATING ACTIVITIES
NET INCOME $ 62,563
CHANGES IN WORKING CAPITAL
ACCOUNTS RECEIVABLE (162,003)
ACCOUNTS PAYABLE 155,256
OTHER WORKING CAPITAL 6,712
TOTAL OPERATING ACTIVITIES 62,528
INVESTING ACTIVITIES
POLK POWER PARTNERS, LP (15,638)
OTHER INVESTMENTS (23,969)
TOTAL INVESTING ACTIVITIES (39,607)
NET CHANGE IN CASH AND CASH EQUIVALENTS 22,921
CASH AND CASH EQUIVALENTS - BEG. BAL. 1,000
CASH AND CASH EQUIVALENTS - END. BAL. $ 23,921
<PAGE>
POLK POWER PARTNERS L. P.
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1994
(Unaudited)
OPERATING ACTIVITIES
NET INCOME $ 1,562,805
DEPRECIATION 1,773,275
CHANGES IN WORKING CAPITAL
ACCOUNTS RECEIVABLE (3,649,635)
ACCOUNTS PAYABLE 4,174,585
RETAINAGE PAYABLE 1,235,147
A/P - ARK/CSW PARTNERSHIP (87,000,701)
TOTAL OPERATING ACTIVITIES (81,904,524)
INVESTING ACTIVITIES
WORK IN PROGRESS (34,145,416)
OTHER (4,290,091)
TOTAL INVESTING ACTIVITIES (38,435,507)
FINANCING ACTIVITIES
CONSTRUCTION LOAN PAYMENTS (2,626,342)
CONSTRUCTION LOAN DRAWDOWNS 134,143,463
FINANCING COSTS (7,425,589)
TOTAL FINANCING ACTIVITIES 124,091,532
NET CHANGE IN CASH AND CASH EQUIVALENTS 3,751,501
CASH AND CASH EQUIVALENTS - BEG. BAL 14,636
CASH AND CASH EQUIVALENTS - END. BAL $ 3,766,137
<PAGE>
NOAH I POWER GP, INC.
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1994
(Unaudited)
OPERATING ACTIVITIES:
NET INCOME (LOSS) $ 6,498
INVESTING ACTIVITIES
NOAH I POWER PARTNERS, L. P. (6,498)
NET CHANGE IN CASH AND CASH EQUIVALENTS 0
CASH AND CASH EQUIVALENTS - BEG. BAL 990
CASH AND CASH EQUIVALENTS - END. BAL $ 990
<PAGE>
NOAH I POWER PARTNERS, L.P.
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1994
(Unaudited)
OPERATING ACTIVITIES:
NET INCOME 649,825
UNDISTRIBUTED EARNINGS OF AFFILIATE (863,085)
AMORTIZATION 138,765
CHANGES IN ASSETS AND LIABILITIES
ACCOUNTS RECEIVABLE (343,000)
ACCOUNTS PAYABLE 153,043
ACCRUED CLOSING COSTS 264,452
TOTAL OPERATING ACTIVITIES 0
INVESTING ACTIVITIES
PROCEEDS FROM INVESTMENT BY CSW 7,670,000
DEVELOPMENT I
PAYMENT FOR CONTRIBUTION IN BRUSH (7,670,000)
COGENERATION PARTNERS, L.P.
TOTAL INVESTING ACTIVITIES 0
NET CHANGE IN CASH AND CASH EQUIVALENTS 0
CASH AND CASH EQUIVALENTS - BEG. BAL 1,053
CASH AND CASH EQUIVALENTS - END. BAL 1,053
<PAGE>
BRUSH COGENERATION PARTNERS
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31,1994
CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME $ 1,742,222
ADJUSTMENTS TO RECONCILE NET INCOME TO
NET CASH PROVIDED BY OPERATING ACTIVITIES
DEPRECIATION 2,124,963
AMORTIZATION 1,843,244
EQUITY IN NET LOSS OF JOINT VENTURE 28,124
CHANGES IN ASSETS AND LIABILITIES
INCREASE IN ACCOUNTS RECEIVABLE (3,476,172)
INCREASE IN ACCOUNTS RECEIVABLE - RELATED PARTY 27,996
INCREASE IN PREPAIDS AND OTHER CURRENT ASSETS (106,271)
INCREASE IN DEFERRED RENT FROM RELATED PARTY (576,558)
INCREASE IN OTHER LONG-TERM ASSETS (25,141)
INCREASE IN ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 2,566,714
DECREASE IN RELATED PARTY PAYABLE (747)
NET CASH PROVIDED BY OPERATING ACTIVITIES 4,148,374
CASH FLOWS FROM INVESTING ACTIVITIES
PROPERTY, PLANT, AND EQUIPMENT EXPENDITURES (2,057,686)
INCREASE IN PREPAID FUEL AND SECURITY DEPOSIT (59,376)
NET CASH USED IN INVESTING ACTIVITIES (2,117,062)
CASH FLOWS FROM FINANCING ACTIVITIES
PROCEEDS FROM CONSTRUCTION LOANS 11,830,283
PAYMENTS ON CONSTRUCTION LOANS (81,500,000)
PROCEEDS FROM TERM LOANS 65,850,000
PAYMENTS ON TERM LOANS (1,742,385)
PAYMENTS ON NOTES PAYABLE - OTHER (38,751)
CAPITAL CONTRIBUTIONS 7,670,000
INCREASE IN RESTRICTED CASH (5,546,406)
INCREASE IN DEFERRED FINANCING COSTS (123,858)
NET CASH USED IN FINANCING ACTIVITIES (3,601,117)
NET DECREASE IN CASH AND CASH EQUIVALENTS (1,569,805)
CASH AND CASH EQUIVALENTS, AT BEGINNING OF YEAR 2,073,890
CASH AND CASH EQUIVALENTS, AT END OF YEAR $ 504,085
<PAGE>
ORANGE COGENERATION GP, INC.
STATEMENT OF CASH FLOWS
FOR THE TEN MONTHS ENDED DECEMBER 31,1994
(Unaudited)
OPERATING ACTIVITIES - NET LOSS $ (70)
INVESTING ACTIVITIES - ORANGE COGEN. L.P. (20)
FINANCING ACTIVITIES - INITIAL CAPITALIZATION 1,000
NET CHANGE IN CASH AND CASH EQUIVALENTS 910
CASH AND CASH EQUIVALENTS - BEG. BAL 0
CASH AND CASH EQUIVALENTS - END. BAL $ 910
<PAGE>
ORANGE COGENERATION LP
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1994
(Unaudited)
OPERATING ACTIVITIES
NET INCOME (LOSS) $ -
CHANGES IN ASSETS AND LIABILITIES
NOTE PAYABLE - ARK/CSW 55,381,129
TOTAL OPERATING ACTIVITIES 55,381,129
INVESTING ACTIVITIES - WORK IN PROGRESS (55,381,326)
FINANCING ACTIVITIES - PARTNERS' CONTRIBUTIONS 2,000
NET CHANGE IN CASH AND CASH EQUIVALENTS 110,764,455
CASH AND CASH EQUIVALENTS - BEG. BAL 0
CASH AND CASH EQUIVALENTS - END. BAL $110,764,455
<PAGE>
CSW DEVELOPMENT II, INC.
STATEMENT OF CASH FLOWS
For the Year Ended December 31, 1994
(Unaudited)
OPERATING ACTIVITIES
Net Loss (749,125)
Undistributed Loss of Affiliate 559,483
Changes in Assets and Liabilities
Notes Receivable (1,410,294)
Other Assets 7,003
Federal Income Tax Receivable (11,888)
Accounts Payable and Accrued Liabilities (72,616)
Deferred Federal Income Tax 25,541
Net cash provided by operating activities (1,651,896)
FINANCING ACTIVITIES-Borrowing from CSWE 1,651,896
Change in cash and cash equivalents 0
<PAGE>
CSW/ENERTRAN DEVELOPMENT PARTNERSHIP
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31,1995
OPERATING ACTIVITIES
Net Income $ (1,289,814)
Changes in Assets and Liabilities
Accounts Receivable (19)
Notes Receivable (377,627)
Accrued Interest Receivable 19
Accrued Interest Payable 313,002
Net Cash Provided by Operating Activities (1,354,439)
FINANCING ACTIVITIES - Notes Payable 1,354,439
Cash at December 31, 1993 and December 31, 1994 $ 0
<PAGE>
CSW FT. LUPTON, INC
Statement of Cash Flows
For the Twelve Months Ended December 31, 1994
(Unaudited)
OPERATING ACTIVITIES
Net Income $ 6,479,630
Undistributed Earnings of Affiliate (9,297,826)
Changes in Assets and Liabilities
Accounts Receivable (945,541)
Deferred Interest Expense (757,216)
Accumulated Amortization 595,837
Federal Income Tax Receivable 589,105
Accrued Interest Payable 285,892
Other Liabilities 32,434
Deferred Income 998,263
Deferred Federal Income Tax 5,657,365
Net cash provided by operating activities 3,637,943
INVESTING ACTIVITIES
Loans to Partners (19,147,116)
Proceeds from investment by CSW Corp. 19,250,000
Payment for contribution in Thermo (19,250,000)
Cogeneration Partnership, L.P.
Net cash used in investing activities (19,147,116)
FINANCING ACTIVITIES-Borrowings from CSW Corp $ 15,509,173
Net cash provided by financing activities 15,509,173
Cash at December 31, 1993 and at December 31, 1994 0
<PAGE>
THERMO COGENERATION PARTNERSHIP, L.P.
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1994
Unaudited
CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME $ 18,595,651
ADJUSTMENTS TO RECONCILE NET INCOME TO
NET CASH PROVIDED BY OPERATING ACTIVITIES
DEPLETION, DEPRECIATION, AND AMORTIZATION 1,562,684
CHANGES IN ASSETS AND LIABILITIES
INCREASE IN ACCOUNTS RECEIVABLE (19,608,064)
DECREASE IN PREPAID EXPENDITURE 387,458
DECREASE IN ACCOUNTS PAYABLE 2,359,072
NET CASH PROVIDED BY OPERATING ACTIVITIES 3,296,801
CASH FLOWS FROM INVESTING ACTIVITIES
ADDITIONAL INVESTMENT IN PROJECT RESERVES (2,427,120)
ADDITIONAL INVESTMENT IN COGENERATION PLANT,
GREENHOUSE AND DEFERRED DEBITS (24,298,260)
NET CASH USED IN INVESTING ACTIVITIES (26,725,380)
CASH FLOWS FROM FINANCING ACTIVITIES
REDUCTION OF RETAINAGE ACCOUNT (1,935,874)
REDUCTION OF ACCRUED EXPENSES (612,717)
ADDITIONAL CONSTRUCTION LOANS 31,640,683
ADDITIONAL EQUITY INVESTMENT 10,472,313
NET CASH PROVIDED BY FINANCING ACTIVITIES 39,564,405
NET INCREASE IN CASH AND CASH EQUIVALENTS 16,135,826
CASH AND CASH EQUIVALENTS, AT BEGINNING OF YEAR 474,092
CASH AND CASH EQUIVALENTS, AT END OF YEAR $ 16,609,918
Exhibit F-4
CSW CREDIT, INC.
1994 FINANCIAL STATEMENTS
Report to Independent Public Accountants
To the Board of Directors of CSW Credit, Inc.:
We have audited the accompanying balance sheets of CSW Credit,
Inc. (a Delaware corporation and wholly owned subsidiary of
Central and South West Corporation) as of December 31, 1994 and
1993, and the related statements of income, retained earnings and
cash flows for the years then ended. These financial statements
are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of CSW Credit, Inc., as of December 31, 1994 and 1993, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting
principles.
As discussed in Note 1 to the financial statements, effective
January 1, 1993, CSW Credit, Inc., changed its method of
accounting for income taxes.
Dallas, Texas
February 21, 1995
1
CSW CREDIT, INC.
STATEMENTS OF INCOME
For the Years Ended December 31,
1994 1993
(thousands)
REVENUES $53,736 $50,705
OPERATING EXPENSES
Interest 31,201 22,210
Provision for bad debts 9,347 15,206
Credit line fees 2,153 1,782
General and administrative 1,314 1,359
44,015 40,557
INCOME BEFORE FEDERAL INCOME TAXES 9,721 10,148
FEDERAL INCOME TAXES
Current 3,755 7,267
Deferred (987) (4,311)
2,768 2,956
NET INCOME before cumulative
effect of accounting change 6,953 7,192
Cumulative effect of accounting
change for Federal Income Tax - 164
NET INCOME $6,953 $7,356
The accompanying notes to the financial statements are an integral part of
these statements.
CSW CREDIT, INC.
BALANCE SHEETS
As of December 31,
1994 1993
(thousands)
ASSETS
Accounts receivable, net of allowance
for doubtful accounts of $6,401,000
in 1994 and $9,887,000 in 1993 $632,439 $677,853
Cash and temporary cash investments 5 26,876
Deferred taxes 7,941 6,954
Other assets 3,171 2,745
$643,556 $714,428
LIABILITIES AND STOCKHOLDER'S EQUITY
Short-term debt $572,979 $641,100
Deferred credit 12,945 13,881
Other liabilities 11,443 9,276
Unearned revenue 3,122 1,903
600,489 666,160
Stockholder's equity
Common stock, no par; authorized 1,000
shares; issued and outstanding
226 and 214 shares 1 1
Paid-in capital 43,066 48,267
43,067 48,268
$643,556 $714,428
The accompanying notes to the financial statements are an integral part of
these statements.
CSW CREDIT, INC.
STATEMENTS OF STOCKHOLDER'S EQUITY
FOR THE YEARS ENDED DECEMBER 31
(thousands)
ADDITIONAL TOTAL
COMMON PAID-IN RETAINED STOCKHOLDER'
STOCK CAPITAL EARNINGS EQUITY
BALANCE DECEMBER 31, 1992 $1 $18,157 $ - $18,158
Capital contribution - 30,110 - 30,110
Net income - - 7,356 7,356
Common stock dividends - - (7,356) (7,356)
BALANCE DECEMBER 31, 1993 1 48,267 - 48,268
Capital contribution - (5,201) - (5,201)
Net income - - 6,953 6,953
Common stock dividends - - (6,953) (6,953)
BALANCE DECEMBER 31, 1994 $1 $43,066 $ - $43,067
The accompanying notes to the financial statements are an integral part of
these statements.
CSW CREDIT, INC.
STATEMENTS OF CASH FLOWS
For the Years Ended December 31,
1994 1993
(thousands)
OPERATING ACTIVITIES
Net Income $6,953 $7,356
Non-cash items included in net income
Deferred taxes (987) (4,475)
Change in deferred credit (936) 7,589
Change in other assets and liabilities 3,912 8,039
8,942 18,509
INVESTING ACTIVITIES
Accounts receivable net of allowance 45,414 (376,072)
FINANCING ACTIVITIES
Change in accounts payable to bank - (12,682)
Change in short-term debt (68,121) 315,000
Capital contributions (5,201) 30,110
Payment of dividends (7,905) (6,239)
(81,227) 326,189
NET CHANGE IN CASH AND CASH EQUIVALENTS (26,871) (31,374)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 26,876 58,250
CASH AND CASH EQUIVALENTS AT END OF YEAR $5 $26,876
SUPPLEMENTARY INFORMATION
Interest paid $31,173 $22,175
Income taxes paid $6,080 $5,459
The accompanying notes to the financial statements are an integral part of
these statements.
CSW CREDIT, INC.
NOTES TO FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CSW Credit, Inc. (Company) is a wholly owned subsidiary of
Central and South West Corporation (CSW), and purchases, without
recourse, the accounts receivable of CSW's operating subsidiary
companies and non-affiliated companies. Revenues in 1994 and
1993 from affiliated companies were $25.8 million and $21.9
million. The more significant accounting policies are summarized
below:
REVENUE RECOGNITION
Revenues are generally recorded for the difference between
the face amount of the receivables purchased and the purchase
price.
ALLOWANCE FOR DOUBTFUL ACCOUNTS
The Company maintains an allowance for doubtful accounts at
a level which reflects the amount of receivables not reasonably
expected to be collected. The allowance is determined
principally on the basis of collection experience. Receivables
are charged off when they are determined to be uncollectable.
FEDERAL INCOME TAXES
The Company, together with affiliated companies, files a
consolidated Federal income tax return. Federal income tax
expense resulted in effective rates of 28% in 1994 and 27.5% in
1993, which varies from the amount computed by applying the
statutory rate of 35% in 1994 and in 1993 to income before
Federal income taxes. The lower effective tax rate in 1994 and
1993 is due primarily to consolidated tax savings allocated to
the Company as a true up to the prior year return and the
implementation of SFAS 109, respectively.
Deferred income taxes resulted primarily from the
differences between tax deductions for bad debts and those
expensed for book purposes. The Internal Revenue Code provides
for tax deductions for bad debts when they are charged off.
In 1992, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 109,
Accounting for Income Taxes. SFAS No. 109 required a change in
the accounting and reporting for income taxes from a deferral
method to a liability approach. Effective January 1, 1993, the
Company implemented SFAS 109 which resulted in an increase to net
income of $164 thousand as shown on the Statements of Income as
Cumulative Effect of Accounting Change for Federal Income Taxes.
STATEMENTS OF CASH FLOWS
Cash equivalents are considered to be highly liquid debt
instruments purchased with a maturity of three months or less.
Accordingly, the Company's temporary cash investments are
considered cash equivalents.
RELATED PARTY TRANSACTIONS
Central and South West Services, Inc., a wholly owned
subsidiary of CSW provides administrative services to the Company
and is reimbursed for the cost of such services.
6
(2) REGULATION
The Company is subject to regulation by the SEC under the
Public Utility Holding Company Act of 1935, as amended. The SEC
has approved the Company's method of calculating the discount
associated with the purchase of CSW subsidiary companies'
accounts receivable.
(3) SHORT-TERM FINANCING
The Company issues commercial paper that is secured by the
assignment of its receivables. The weighted average interest
rates for 1994 and 1993 were 4.4% and 3.2 %. At December 31,
1994, the Company had a revolving credit agreement aggregating
$900 million to back up its commercial paper program.
(4) HOUSTON LIGHTING & POWER COMPANY (HLP)
The Company entered into an agreement with Houston Lighting
& Power Company (HLP) to purchase substantially all of HLP's
utility receivables. The initial purchase totaled $299 million,
net of allowance for doubtful accounts, and occurred January 12,
1993.
The Company is currently subject to a restriction (50%
Restriction) such that the average amount of non-affiliated
receivables is less than the average amount of affiliated
receivables outstanding as of the end of each calendar month
during the preceding 12 month period.
The Company has complied with the 50% Restriction since the
purchase of HLP receivables and has received SEC authority to
sell a sufficient amount of HLP receivables acquired by the
Company from HLP to unrelated third parties so that the Company
remains in compliance with the 50% Restriction.
7
Exhibit F-5
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of
The Arklahoma Corporation:
We have audited the accompanying balance sheets of The Arklahoma Corporation
(an Arkansas corporation) as of November 30, 1994 and 1993, and the related
statements of operations and retained earnings and cash flows for the years
then ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The Arklahoum Corporation as of
November 30, 1994 and 1993, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.
As explained in Note 4, effective December 1, 1993, the Company changed its
method of accounting for income taxes.
Arthur Andersen LLP
Oklahoma City, Oklahoma,
December 30,1994
<PAGE>
THE ARKLAHOMA CORPORATION
BALANCE SHEET
NOVEMBER 30, 1994 AND 1993
ASSETS 1994 1993
UTILITY PLANT:
Electric plant in service, at cost $ 2,561,863 $ 2,561,863
Less-Accumulated depreciation 2,249,240 2,249,240
Total utility plant 312,623 312,623
CURRENT ASSETS:
Cash and cash equivalents 303,552 291,963
Accounts receivable from associated companies 79,239 82,739
Other current assets - 571
Total current assets 382,791 375,273
Total assets $ 695,414 $ 687,896
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
Common stock, par value $100 per share,
12,000 shares authorized,
500 shares outstanding $ 50,000 $ 50,000
Retained earnings 579,383 632,912
Total capitalization 629,383 682,912
CURRENT LIABILITIES:
Accounts payable 5,739 4,984
DEFERRED CREDITS:
Deferred income taxes 60,292 -
Total liabilities 66,031 4,984
Total capitalization and liabilities $ 695,414 $ 687,896
The accompanying notes are an integral part of these financial statements.
<PAGE>
THE ARKLAHOMA CORPORATION
STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
FOR THE YEARS ENDED NOVEMBER 30, 1994 AND 1993
1994 1993
REVENUES:
Interest income $ 14,696 $ 9,389
Other 25 25
Total revenues 14,721 9,414
EXPENSES:
Administrative and general 5,910 5,895
Other 799 659
Total expenses 6,709 6,554
Income before Federal and state income
taxes and cumulative effect of change
in accounting principle 8,012 2,860
FEDERAL AND STATE INCOME TAXES 1,249 429
Income before cumulative effect of
change in accounting principle 6,763 2,431
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING FOR
INCOME TAXES (Note 4) 60,292 -
NET INCOME (LOSS) (53,529) 2,431
RETAINED EARNINGS, beginning of year 632,912 630,481
RETAINED EARNINGS, end of year $ 579,383 $ 632,912
The accompanying notes are an integral part of these financial statements.
<PAGE>
THE ARKLAHOMA CORPORATION
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED NOVEMBER 30, 1994 AND 1993
1994 1993
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (53,529) $ 2,431
Cumulative effect of change in accounting principle 60,292 -
Change in certain assets and liabilities providing
cash-
Accounts receivable from associated companies 3,500 1,535
Other current assets 571 711
Accounts payable 755 135
Net cash provided by operating activities 11,589 4,812
NET INCREASE IN CASH AND CASH EQUIVALENTS 11,589 4,812
CASH AND CASH EQUIVALENTS, beginning of year 291,963 287,151
CASH AND CASH EQUIVALENTS, end of year $ 303,552 $ 291,963
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Net cash paid during the year for income taxes $ - $ -
The accompanying notes are an integral part of these financial statements.
<PAGE>
THE ARKLAH0MA CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1994 AND 1993
1. OPERATIONS:
The Arklahoma Corporation's (the "Company") utility plant consists principally
of transmission facilities which are being leased to its three stockholder
companies from year to year. Pursuant to the terms of the lease agreement, the
lessees have agreed to pay all operating costs, including maintenance, repairs,
insurance and taxes assessed upon the properties. Such amounts totaled
approximately $1,073,000 and $463,000 in fiscal years 1994 and 1993,
respectively.
Under the terms of the current lease agreement, annual rentals have been
discontinued but can be reinstated upon the agreement of the Company and the
lessees.
2. CASH AND CASH EQUIVALENTS:
For purposes of these financial statements, the Company considers all highly
liquid debt instruments purchased with a maturity of three months or less to be
cash equivalents. These investments are carried at cost which approximates
market.
3. UTILITY PLANT:
Through fiscal year 1980, depreciation was provided using a straight-line rate
based on the electric plant's estimated composite service life of 33 years with
a salvage value of 10%. The utility plant became fully depreciated for financial
reporting purposes in fiscal year 1980, and no depreciation was provided in
fiscal years 1981, 1982 or 1983. ln 1984, the Company acquired additional
property which was depreciated over the remaining term of the lease. For income
tax reporting purposes, depreciation was calculated using a straight-line rate
with no estimated salvage value and an estimated useful life extended to
December 1989. All property was fully depreciated as of December 31, 1988.
4. INCOME TAXES:
Effective December 1, 1993, the Company adopted the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes,"
which changed the criteria for measuring the provisions for income taxes and
recognizing deferred tax assets and liabilities on the balance sheet. This
statement requires the lability method of accounting for income taxes. Under
the liability method, the deffered tax liability, or asset, is determined based
on the difference between the tax reporting basis and financial reporting basis
of assets and liabilities. The effect on deferred taxes of a change in tax
rates will be recognized in income in the period of the enactment of the rate
change. The financial statements for fiscal 1993 have not been restated and
reflect income taxes under the method required by previous accounting standards.
The change in accounting for income taxes is reflected in the 1994 financial
statements through a cumulative catch-up adjustment. The principal effect of
this change has been to record the amount of previously unrecorded deferred tax
liabilities in the accompanying financial statements and to decrease net income
by $60,292.
<PAGE>
Deferred income taxes resulted from temporary differences in financial versus
tax basis of fixed assets. The net tax liability is reflected as a deferred
income tax liability in the accompanying balance sheet.
The ComPany has an Oklahoma state net operating loss carryforward available to
reduce future Oklahoma state income taxes payable. The carryforward as of
November 30, 1994, is approximately $17,466 for book purposes and approximately
$22,826 for tax return purposes and begins to expire in 2002.
The Company has an Arkansas state net operating loss carryforward available to
reduce future Arkansas state income taxes payable. The carryforward as of
November 30, 1994, is approximately $2,019 for book and tax return purposes and
begins to expire in 1997.
<TABLE>
Exhibit O-1
TRANSOK, INC.
COST OF SERVICE STUDY
1994 PSO COSS
COST SUMMARY
<CAPTION>
LINE TRADITIONAL SYS OTHER PSO PSO PSO
NO. DESCRIPTION TOTAL # TRANS & GATH TRANS & GATH STORAGE PROCESSING SALES TRANS & GATH STORAGE TOTAL
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 OPER & MAINT $122,723,525 $22,415,937 $19,356,843 $707,888 $79,118,089 $1,124,768 $12,821,916 $161,965 $12,983,881
2 DEPRECIATION $25,330,000 $9,658,485 $10,920,206 $256,563 $4,415,466 $79,280 $5,524,653 $58,702 $5,583,355
3 OTHER TAXES $7,744,400 $3,639,246 $3,730,984 $82,896 $282,707 $8,566 $2,081,649 $18,967 $2,100,616
4 RETURN $37,745,600 $12,614,152 $22,484,958 $682,257 $1,974,155 ($9,922) $7,215,295 $156,100 $7,371,396
5 INCOME TAXES $14,171,013 $4,735,792 $8,441,636 $256,143 $741,167 ($3,725) $2,708,873 $58,606 $2,767,479
6 TOTAL COST $207,714,538 $53,063,613 $64,934,626 $1,985,747 $86,531,583 $1,198,967 $30,352,387 $454,339 $30,806,726
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000018540
<NAME> CENTRAL AND SOUTH WEST CONSOLIDATED
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 7,388
<OTHER-PROPERTY-AND-INVEST> 610
<TOTAL-CURRENT-ASSETS> 1,189
<TOTAL-DEFERRED-CHARGES> 516
<OTHER-ASSETS> 1,206
<TOTAL-ASSETS> 10,909
<COMMON> 667
<CAPITAL-SURPLUS-PAID-IN> 561
<RETAINED-EARNINGS> 1,824
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3,052
35
292
<LONG-TERM-DEBT-NET> 2,876
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 50
<COMMERCIAL-PAPER-OBLIGATIONS> 1,483
<LONG-TERM-DEBT-CURRENT-PORT> 6
1
<CAPITAL-LEASE-OBLIGATIONS> 14
<LEASES-CURRENT> 4
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3,096
<TOT-CAPITALIZATION-AND-LIAB> 10,909
<GROSS-OPERATING-REVENUE> 3,623
<INCOME-TAX-EXPENSE> 179
<OTHER-OPERATING-EXPENSES> 2,850
<TOTAL-OPERATING-EXPENSES> 3,029
<OPERATING-INCOME-LOSS> 594
<OTHER-INCOME-NET> 111
<INCOME-BEFORE-INTEREST-EXPEN> 705
<TOTAL-INTEREST-EXPENSE> 293
<NET-INCOME> 412
18
<EARNINGS-AVAILABLE-FOR-COMM> 394
<COMMON-STOCK-DIVIDENDS> 323
<TOTAL-INTEREST-ON-BONDS> 218
<CASH-FLOW-OPERATIONS> 764
<EPS-PRIMARY> 2.08
<EPS-DILUTED> 2.08
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 003
<NAME> CENTRAL POWER AND LIGHT COMPANY
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 3,470
<OTHER-PROPERTY-AND-INVEST> 2
<TOTAL-CURRENT-ASSETS> 177
<TOTAL-DEFERRED-CHARGES> 1,099
<OTHER-ASSETS> 75
<TOTAL-ASSETS> 4,823
<COMMON> 169
<CAPITAL-SURPLUS-PAID-IN> 405
<RETAINED-EARNINGS> 857
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,431
0
250
<LONG-TERM-DEBT-NET> 1,467
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 1
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,674
<TOT-CAPITALIZATION-AND-LIAB> 4,823
<GROSS-OPERATING-REVENUE> 1,218
<INCOME-TAX-EXPENSE> 75
<OTHER-OPERATING-EXPENSES> 887
<TOTAL-OPERATING-EXPENSES> 962
<OPERATING-INCOME-LOSS> 256
<OTHER-INCOME-NET> 71
<INCOME-BEFORE-INTEREST-EXPEN> 327
<TOTAL-INTEREST-EXPENSE> 121
<NET-INCOME> 206
14
<EARNINGS-AVAILABLE-FOR-COMM> 192
<COMMON-STOCK-DIVIDENDS> 183
<TOTAL-INTEREST-ON-BONDS> 111
<CASH-FLOW-OPERATIONS> 311
<EPS-PRIMARY> 1.01
<EPS-DILUTED> 1.01
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 004
<NAME> PUBLIC SERVICE COMPANY OF OKLAHOMA
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,305
<OTHER-PROPERTY-AND-INVEST> 9
<TOTAL-CURRENT-ASSETS> 99
<TOTAL-DEFERRED-CHARGES> 18
<OTHER-ASSETS> 34
<TOTAL-ASSETS> 1,465
<COMMON> 157
<CAPITAL-SURPLUS-PAID-IN> 180
<RETAINED-EARNINGS> 124
<TOTAL-COMMON-STOCKHOLDERS-EQ> 461
0
20
<LONG-TERM-DEBT-NET> 403
<SHORT-TERM-NOTES> 55
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 526
<TOT-CAPITALIZATION-AND-LIAB> 1,465
<GROSS-OPERATING-REVENUE> 740
<INCOME-TAX-EXPENSE> 37
<OTHER-OPERATING-EXPENSES> 605
<TOTAL-OPERATING-EXPENSES> 642
<OPERATING-INCOME-LOSS> 98
<OTHER-INCOME-NET> 2
<INCOME-BEFORE-INTEREST-EXPEN> 100
<TOTAL-INTEREST-EXPENSE> 32
<NET-INCOME> 68
1
<EARNINGS-AVAILABLE-FOR-COMM> 67
<COMMON-STOCK-DIVIDENDS> 41
<TOTAL-INTEREST-ON-BONDS> 30
<CASH-FLOW-OPERATIONS> 152
<EPS-PRIMARY> .36
<EPS-DILUTED> .36
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 005
<NAME> SOUTHWESTERN ELECTRIC POWER COMPANY
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,857
<OTHER-PROPERTY-AND-INVEST> 3
<TOTAL-CURRENT-ASSETS> 165
<TOTAL-DEFERRED-CHARGES> 33
<OTHER-ASSETS> 21
<TOTAL-ASSETS> 2,079
<COMMON> 136
<CAPITAL-SURPLUS-PAID-IN> 245
<RETAINED-EARNINGS> 297
<TOTAL-COMMON-STOCKHOLDERS-EQ> 678
35
16
<LONG-TERM-DEBT-NET> 532
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 50
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
1
<CAPITAL-LEASE-OBLIGATIONS> 14
<LEASES-CURRENT> 4
<OTHER-ITEMS-CAPITAL-AND-LIAB> 749
<TOT-CAPITALIZATION-AND-LIAB> 2,079
<GROSS-OPERATING-REVENUE> 825
<INCOME-TAX-EXPENSE> 42
<OTHER-OPERATING-EXPENSES> 637
<TOTAL-OPERATING-EXPENSES> 679
<OPERATING-INCOME-LOSS> 146
<OTHER-INCOME-NET> 8
<INCOME-BEFORE-INTEREST-EXPEN> 154
<TOTAL-INTEREST-EXPENSE> 48
<NET-INCOME> 106
4
<EARNINGS-AVAILABLE-FOR-COMM> 102
<COMMON-STOCK-DIVIDENDS> 70
<TOTAL-INTEREST-ON-BONDS> 43
<CASH-FLOW-OPERATIONS> 178
<EPS-PRIMARY> .54
<EPS-DILUTED> .54
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 006
<NAME> WEST TEXAS UTILITIES COMPANY
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 664
<OTHER-PROPERTY-AND-INVEST> 1
<TOTAL-CURRENT-ASSETS> 62
<TOTAL-DEFERRED-CHARGES> 27
<OTHER-ASSETS> 25
<TOTAL-ASSETS> 779
<COMMON> 137
<CAPITAL-SURPLUS-PAID-IN> 2
<RETAINED-EARNINGS> 133
<TOTAL-COMMON-STOCKHOLDERS-EQ> 272
0
6
<LONG-TERM-DEBT-NET> 210
<SHORT-TERM-NOTES> 46
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 1
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 244
<TOT-CAPITALIZATION-AND-LIAB> 779
<GROSS-OPERATING-REVENUE> 343
<INCOME-TAX-EXPENSE> 18
<OTHER-OPERATING-EXPENSES> 270
<TOTAL-OPERATING-EXPENSES> 288
<OPERATING-INCOME-LOSS> 55
<OTHER-INCOME-NET> 4
<INCOME-BEFORE-INTEREST-EXPEN> 59
<TOTAL-INTEREST-EXPENSE> 22
<NET-INCOME> 37
0
<EARNINGS-AVAILABLE-FOR-COMM> 37
<COMMON-STOCK-DIVIDENDS> 31
<TOTAL-INTEREST-ON-BONDS> 19
<CASH-FLOW-OPERATIONS> 28
<EPS-PRIMARY> .19
<EPS-DILUTED> .19
</TABLE>
