File No. 70-8087
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 8 (POST EFFECTIVE) TO
FORM U-1
APPLICATION-DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
--------------------------------
CENTRAL AND SOUTH WEST CORPORATION
1616 Woodall Rodgers Freeway
Dallas, Texas 75202
(Name of companies filing this statement and address
of principal executive office)
---------------------------------
CENTRAL AND SOUTH WEST CORPORATION
(Name of top registered holding company parent)
---------------------------------
Wendy G. Hargus
Treasurer
Central and South West Corporation
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75202
Joris M. Hogan
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
(Names and addresses of agents for service)
Central and South West Corporation ("CSW"), a Delaware corporation and
a registered holding company under the Public Utility Holding Company Act of
1935, as amended (the "1935 Act"), hereby files this Amendment No. 8
(Post-Effective) to the Form U-1 Application-Declaration in File No. 70-8087 for
the purposes of amending Items 1 through 5 of such Application-Declaration. In
all other respects, the Application-Declaration as previously filed will remain
the same. Item 1. Description of Proposed Transaction.
Pursuant to an order (the "CSW Order") of the Securities and Exchange
Commission (the "Commission") dated October 4, 1993, CSW established a Dividend
Reinvestment and Stock Purchase Plan (the "Plan") pursuant to which shares of
CSW's Common Stock, $3.50 par value per share (the "Common Stock"), are either
newly issued or purchased in the open market with reinvested dividends and
optional cash payments made by registered shareholders of CSW, employees and
eligible retirees of CSW or its subsidiaries and non-shareholders of legal age
who are residents of the States of Arkansas, Louisiana, Oklahoma and Texas. The
CSW Order authorized CSW to issue and sell Common Stock, from time to time
through December 31, 1996, under Sections 6(a) and 7 of the 1935 Act and Rule
50(a)(5) thereunder in connection with the Plan.
By supplemental order, dated January 30, 1996, CSW was authorized to
make certain amendments to the Plan: (a) to increase the number of originally
issued shares of Common Stock that may be offered pursuant to the Plan from
5,000,000 to 10,000,000, (b) to permit non-shareholders of legal age who are
residents of all fifty States of the United States of America and the District
of Columbia to participate in the Plan, (c) to increase the initial cash
investment required for enrollment in the Plan by non-employees and non-retirees
from $100 to $250, and (d) to change the frequency of investment in shares of
Common Stock by the Plan from bi-monthly to weekly.
A full statement of the provisions of the Plan was included in CSW's
Registration Statement on Form S-3 (the "New Registration Statement")
registering an additional 5,000,000 shares of Common Stock to be offered
pursuant to the Plan under the 1933 Act.
CSW now requests that the authority granted to it in the CSW Order and
the supplemental order referenced herein to issue and sell Common Stock under
Sections 6(a) and 7 of the 1935 Act and Rule 50(a)(5) thereunder in connection
with the Plan from time to time be extended through December 31, 2001.
Item 2. Fees, Commissions and Expenses.
An estimate of the fees and expenses to be paid or
incurred by CSW in connection with the proposed transactions
follows:
Holding Company Act Filing Fee ........... $ 2,000*
Counsel Fees:
Milbank, Tweed, Hadley & McCloy ..... 2,000
Miscellaneous and incidental expenses
including travel, telephone and
postage ............................. 1,000
--------
Total .................................... $5,000
- ---------------
* Actual Amount
The fees and expenses include those charges incurred for the services
of Central and South West Services, Inc., an affiliate mutual service company of
CSW operating pursuant to Section 13 of the 1935 Act and the rules thereunder.
Item 3. Applicable Statutory Provisions.
Sections 6 and 7 of the 1935 Act are or may be
applicable with respect to the issuance and sale of Common Stock
pursuant to the Plan.
To the extent that the proposed transactions are considered by the
Commission to require authorization, approval or exemption under any section of
the 1935 Act or provision of the rules or regulations other than those
specifically referred to herein, request for such authorization, approval or
exemption is hereby made.
Rule 54
No proceeds from the proposed transactions will be used by CSW or any
subsidiary thereof for the direct or indirect acquisition of an interest in an
exempt wholesale generator, as defined in Section 32 of the 1935 Act ("EWG"), or
a foreign utility company, as defined in Section 33 of the 1935 Act ("FUCO").
Rule 54 promulgated under the 1935 Act states that in determining whether to
approve the issue or sale of a security by a registered holding company for
purposes other than the acquisition of an EWG or a FUCO, or other transactions
by such registered holding company or its subsidiaries other than with respect
to EWGs or FUCOs, the Commission shall not consider the effect of the
capitalization or earnings of any subsidiary which is an EWG or a FUCO upon the
registered holding company system if Rule 53(a), (b) and (c) are satisfied. As
set forth below, all applicable conditions set forth in Rule 53(a) are, and,
assuming the consummation of the transactions proposed herein, will be,
satisfied and none of the conditions set forth in Rule 53(b) exist or will exist
as a result of the transactions proposed herein.
CSW's "aggregate investment" (as defined under Rule 53(a) of the 1935
Act) in EWGs and FUCOs as of September 30, 1996 was approximately $864 million,
or about 46% of CSW's "consolidated retained earnings" as of June 30, 1996. CSW
thus satisfies Rule 53(a)(1). CSW will maintain and make available the books and
records required by Rule 53(a)(2). No more than 2% of the employees of CSW's
operating subsidiaries will, at any one time, directly or indirectly, render
services to an EWG or FUCO in which CSW directly or indirectly owns an interest,
satisfying Rule 53(a)(3). Lastly, CSW will submit a copy of Item 9 and Exhibits
G and H of CSW's Form U5S to each of the public service commissions having
jurisdiction over the retail rates of CSW's operating utility subsidiaries,
satisfying Rule 53(a)(4).
None of the conditions described in Rule 53(b) exist with respect to
CSW or any of its subsidiaries, thereby satisfying such rule and making Rule
53(c) inapplicable. Item 4. Regulatory Approval.
No federal or state regulatory authority, other than
the Commission under the 1935 Act, has any jurisdiction over the
proposed transactions.
Item 5. Procedure.
CSW requests that the Commission issue and publish no later than
October 25, 1996, the requisite notice under Rule 23 with respect to the filing
of this Amendment No. 8, such notice to specify a date as soon as possible, but
in any case not later than November 8, 1996, as the date after which an order
granting and permitting this Amendment No. 8 to become effective may be entered
by the Commission and the Commission enter as soon as possible, but in any case
not later than November 22, 1996, an appropriate order granting and permitting
this Amendment No. 8 to become effective.
CSW respectfully requests that appropriate and timely action be taken
by the Commission in this matter in order to permit consummation of the proposed
transactions at the earliest possible date.
No recommended decision by a hearing officer or any other responsible
officer of the Commission is necessary or required in this matter. The Division
of Investment Management of the Commission may assist in the preparation of the
Commission's decision in this matter. There should be no 30-day waiting period
between the issuance and the effective date or any order issued by the
Commission in this matter; and it is respectfully requested that any such order
be made effective immediately upon the entry thereof. Item 6. Exhibits and
Financial Statements.
Exhibit 1 - Preliminary opinion of Milbank, Tweed, Hadley
& McCloy, counsel to CSW (to be filed by
amendment).
Exhibit 2 - Final or "past-tense" opinion of Milbank, Tweed, Hadley
& McCloy, counsel to CSW (to be filed with the Certificate
of Notification).
Exhibit 3 - Financial Statements per books and pro forma
as of June 30, 1996 (to be filed by
amendment).
Exhibit 4 - Proposed Notice of Proceeding.
S I G N A T U R E
- - - - - - - - -
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, as amended, the undersigned company has duly caused this document to be
signed on its behalf by the undersigned thereunto duly authorized.
Dated: October 16, 1996
CENTRAL AND SOUTH WEST CORPORATION
By:/s/WENDY G. HARGUS
Wendy G. Hargus
Treasurer
INDEX OF EXHIBITS
EXHIBIT TRANSMISSION
NUMBER EXHIBITS METHOD
1 Preliminary opinion of Milbank, --
Tweed, Hadley & McCloy, counsel
to CSW (to be filed by amendment).
2 Final or "past-tense" opinion of --
Milbank, Tweed, Hadley & McCloy,
counsel to CSW (to be filed with
the Certificate of Notification).
3 Financial Statements per books and --
pro forma as of June 30, 1996
(to be filed by amendment).
4 Proposed Notice of Proceeding. Electronic
EXHIBIT 4
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35 - )
Filings Under the Public Utility Holding Company Act of 1935
("Act")
_______________, 1996
Notice is hereby given that the following filing(s) has/have been made
with the Commission pursuant to provisions of the Act and rules promulgated
thereunder. All interested persons are referred to the application(s) and/or
declaration(s) for complete statements of the proposed transaction(s) summarized
below. The application(s) and/or declaration(s) and any amendment(s) thereto
is/are available for public inspection through the Commission's Office of Public
Reference.
Interested persons wishing to comment or request a hearing on the
application(s) and/or declaration(s) should submit their views in writing by
__________, 1996 to the Secretary, Securities and Exchange Commission,
Washington, D.C. 20549, and serve a copy on the relevant applicant(s) and/or
declarant(s) at the address(es) specified below. Proof of service (by affidavit
or, in case of an attorney at law, by certificate) should be filed with the
request. Any request for hearing shall identify specifically the issues of fact
or law that are disputed. A person who so requests will be notified of any
hearing, if ordered, and will receive a copy of any notice or order issued in
the matter. After said date, the application(s) and/or declaration(s), as filed
or as amended, may be granted and/or permitted to become effective.
Central and South West Corporation (File No. 70-8087)
Central and South West Corporation ("CSW"), a
registered holding company, 1616 Woodall Rodgers Freeway, Dallas, Texas 75202,
has filed a post-effective amendment to its application filed under sections 6
and 7 of the Act and Rule 50 thereunder.
Pursuant to an order (the "CSW Order") of the Securities and Exchange
Commission (the "Commission") dated October 4, 1993, CSW established a Dividend
Reinvestment and Stock Purchase Plan (the "Plan") pursuant to which shares of
CSW's Common Stock, $3.50 par value per share (the "Common Stock"), are either
newly issued or purchased in the open market with reinvested dividends and
optional cash payments made by registered shareholders of CSW, employees and
eligible retirees of CSW or its subsidiaries and non-shareholders of legal age
who are residents of the States of Arkansas, Louisiana, Oklahoma and Texas. The
CSW Order authorized CSW to issue and sell Common Stock, from time to time
through December 31, 1996, under Sections 6(a) and 7 of the 1935 Act and Rule
50(a)(5) thereunder in connection with the Plan.
By supplemental order, dated January 30, 1996, CSW was authorized to
make certain amendments to the Plan: (a) to increase the number of originally
issued shares of Common Stock that may be offered pursuant to the Plan from
5,000,000 to 10,000,000, (b) to permit non-shareholders of legal age who are
residents of all fifty States of the United States of America and the District
of Columbia to participate in the Plan, (c) to increase the initial cash
investment required for enrollment in the Plan by non-employees and non-retirees
from $100 to $250, and (d) to change the frequency of investment in shares of
Common Stock by the Plan from bi-monthly to weekly.
CSW now requests that the authority granted to it in the CSW Order and
the supplemental order referenced herein to issue and sell Common Stock under
Sections 6(a) and 7 of the 1935 Act and Rule 50(a)(5) thereunder in connection
with the Plan from time to time be extended through December 31, 2001.
