SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- -----------------------------------------------
:
In the Matter of :
:
CENTRAL AND SOUTH WEST CORPORATION :
CENTRAL POWER AND LIGHT COMPANY :
PUBLIC SERVICE COMPANY OF OKLAHOMA : CERTIFICATE
SOUTHWESTERN ELECTRIC POWER COMPANY :
WEST TEXAS UTILITIES COMPANY : OF
TRANSOK, INC. :
CENTRAL AND SOUTH WEST SERVICES, INC. : NOTIFICATION
:
File No. 70-8557 :
:
(Public Utility Holding Company Act of 1935) :
:
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Central and South West Corporation hereby certifies that:
1. On June 19, 1995, Central and South West Corporation
entered into two Credit Agreements each dated as of June 19, 1995
with Morgan Guarantee Trust Company of New York.
2. The transaction has been carried out in accordance with
the terms and conditions of, and for the purpose represented in,
the Form U-1 Application-Declaration of Central and South West
Corporation, Central Power and Light Company, Public Service
Company of Oklahoma, Southwestern Electric Power Company, West
Texas Utilities Company, Transok, Inc., and Central and South West
Services, Inc. in File No. 70-8557, and in accordance with the
terms and conditions of the Commission's order dated
March 21, 1995, permitting the Application-Declaration, as amended,
to become effective.
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The following exhibits are filed herewith:
Confidential
Exhibit 11 - Credit Agreements and form of promissory
note to evidence borrowing from the banks.
Exhibit 12 - Final or "past tense" opinion of Milbank,
Tweed, Hadley & McCloy, counsel to Central
and South West Corporation, Central Power
and Light Company, Public Service Company
of Oklahoma, Southwestern Electric Power
Company, West Texas Utilities Company,
Transok, Inc., and Central and South West
Services, Inc.
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S I G N A T U R E
- - - - - - - - -
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, as amended, the undersigned companies have
duly caused this document to be signed on their behalf by the
undersigned thereunto duly authorized.
Dated: July 19, 1995
CENTRAL AND SOUTH WEST CENTRAL POWER AND LIGHT
CORPORATION COMPANY
By/s/STEPHEN J. MCDONNELL By/s/SHIRLEY S. BRIONES
Stephen J. McDonnell Shirley S. Briones
Treasurer Treasurer
PUBLIC SERVICE COMPANY OF SOUTHWESTERN ELECTRIC POWER
OKLAHOMA COMPANY
By/s/SHIRLEY S. BRIONES By/s/SHIRLEY S. BRIONES
Shirley S. Briones Shirley S. Briones
Treasurer Treasurer
WEST TEXAS UTILITIES TRANSOK, INC.
COMPANY
By/s/SHIRLEY S. BRIONES By/s/O.T. STEWART
Shirley S. Briones O. T. Stewart
Treasurer Treasurer
CENTRAL AND SOUTH WEST SERVICES, INC.
By /s/SHIRLEY S. BRIONES
Shirley S. Briones
Treasurer
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EXHIBIT INDEX
Exhibit Transmission
Number Exhibit Method
- ------ ------- ------------
11 Credit Agreements and form of SE
promissory note to evidence
borrowing from the banks
(Confidential Treatment).
12 Final or "past tense" opinion Electronic
of Milbank, Tweed, Hadley &
McCloy,counsel to Central and
South West Corporation, Central
Power and Light Company, Public
Service Company of Oklahoma,
Southwestern Electric Power
Company, West Texas Utilities
Company, Transok, Inc., and
Central and South West Services,
Inc.
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EXHIBIT 12
----------
Milbank, Tweed, Hadley & McCloy
One Chase Manhattan Plaza
New York, NY 10005
July 19, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re:Form U-1 Application-Declaration
File No. 70-8557
Dear Sirs:
We refer to the Form U-1 Application-Declaration (File
No. 70-8557) under the Public Utility Holding Company Act of 1935,
as amended (the "Application-Declaration") and the Certificate of
Notification relating thereto, filed by Central and South West
Corporation ("CSW"), a Delaware corporation and a registered public
utility holding company, Central Power and Light Company ("CPL"),
Public Service Company of Oklahoma ("PSO"), Southwestern Electric
Power Company ("SWEPCO"), West Texas Utilities Company ("WTU"),
Transok, Inc. ("Transok") and Central and South West Services, Inc.
("CSWS"). CPL, PSO, SWEPCO, WTU, CSWS and Transok are sometimes
hereinafter referred to as the "Subsidiaries." The Certificate of
Notification relates to two Credit Agreements (the "Credit
Agreements") pursuant to which CSW has replaced existing lines of
credit as previously authorized under the short-term borrowing
program and CSW System Money Pool order dated March 21, 1995. We
have acted as special counsel for CSW and the Subsidiaries in
connection with the Application-Declaration and the Credit
Agreements and, as such counsel, we are familiar with the corporate
proceedings taken and to be taken by CSW and the Subsidiaries as
described in the Application-Declaration.
We have examined originals, or copies certified to our
satisfaction, of such corporate records of CSW and the
Subsidiaries, certificates of public officials, certificates of
officers and representatives of CSW and the Subsidiaries and other
documents as we have deemed it necessary to require as a basis for
the opinions hereinafter expressed. In such examination we have
assumed the genuineness of all signatures and the authenticity of
all documents submitted to us as originals and the conformity with
the originals of all documents submitted to us as copies. As to
various questions of fact material to such opinions we have, when
relevant facts were not independently established, relied upon
certificates by officers of CSW and the Subsidiaries and other
appropriate persons and statements contained in the Application-
Declaration.
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Based upon the foregoing, and having regard to legal
considerations which we deem relevant, we are of the opinion that:
1. CSW is validly organized and duly existing under the
laws of the State of Delaware.
2. All state laws applicable to the Credit Agreements have
been complied with.
3. The Promissory Notes (the "Notes") issued under the
Credit Agreements are valid and binding obligations of CSW
enforceable in accordance with their terms, except as
limited by bankruptcy, insolvency, reorganization,
moratorium of other similar laws affecting the enforcement
of creditors' rights generally and the application of
general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at
law).
4. The issuance and sale of the Notes did not violate the
legal rights of the holders of any securities issued by CSW
or the Subsidiaries or any associate company thereof.
We do not express any opinion as to matters governed by any
laws other than the Federal laws of the United States of America,
the laws of the State of New York and the General Corporation Law
of the State of Delaware.
We hereby consent to the use of this opinion as an exhibit
to the Certificate of Notification.
Very truly yours,
/s/MILBANK,TWEED,HADLEY & MCCLOY
Milbank, Tweed, Hadley & McCloy
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