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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 21, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CENTRAL AND SOUTH WEST CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 1616 Woodall Rodgers Freeway 51-0007707
(State or other Dallas, Texas 75202 (I.R.S. Employer
jurisdiction of incorpo- (214) 777-1000 Identification No.)
ration or organization)
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(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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STEPHEN J. MCDONNELL
TREASURER
CENTRAL AND SOUTH WEST CORPORATION
1616 WOODALL RODGERS FREEWAY
DALLAS, TEXAS 75202
(214) 777-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
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FERD. C. MEYER, JR., ESQ. ROBERT B. WILLIAMS, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL JORIS M. HOGAN, ESQ.
CENTRAL AND SOUTH WEST CORPORATION MILBANK, TWEED, HADLEY & MCCLOY
1616 WOODALL RODGERS FREEWAY 1 CHASE MANHATTAN PLAZA
DALLAS, TEXAS 75202 NEW YORK, NEW YORK 10005
(214) 777-1000 (212) 530-5000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, please check the following box. /X/
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If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-00343
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS AMOUNT OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
OF SECURITIES TO BE REGISTERED TO BE REGISTERED PER UNIT* PRICE* REGISTRATION FEE
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Common Stock,
par value $3.50 per share.... 2,525,000 shares $26.75 $67,543,750 $23,291
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* Estimated solely for purposes of determining the registration fee pursuant to
Rule 457(c) under the Securities Act and based upon the average of the high
and low prices of the Common Stock as reported on the consolidated reporting
system on February 20, 1996.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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This registration statement is being filed with respect to the
registration of additional shares of common stock, par value $3.50 per share,
of Central and South West Corporation, a Delaware corporation, for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The
contents of the earlier effective registration statement (File No. 333-00343)
are incorporated in this registration statement by reference.
The required opinions and consents are listed on the Index to Exhibits
attached hereto and filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, hereunto duly
authorized in the City of Dallas, State of Texas, on February 21, 1996.
CENTRAL AND SOUTH WEST CORPORATION
By: /s/ STEPHEN J. MCDONNELL
Stephen J. McDonnell
Treasurer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 21, 1996.
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SIGNATURE TITLE
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* Chairman of the Board, President, Chief
- --------------------------------------------- Executive Officer (principal executive
E. R. Brooks officer)
* Executive Vice President and Director
- ---------------------------------------------
Harry D. Mattison
* Executive Vice President and Director
- ---------------------------------------------
Thomas V. Shockley, III
* Senior Vice President and Chief Financial
- --------------------------------------------- Officer (principal financial officer)
Glenn D. Rosilier
* Controller (principal accounting officer)
- ---------------------------------------------
Wendy G. Hargus
* Director
- ---------------------------------------------
Glenn Biggs
* Director
- ---------------------------------------------
Molly Shi Boren
* Director
- ---------------------------------------------
Donald M. Carlton
* Director
- ---------------------------------------------
Thomas H. Cruikshank
* Director
- ---------------------------------------------
Joe H. Foy
* Director
- ---------------------------------------------
Robert W. Lawless
* Director
- ---------------------------------------------
James L. Powell
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II-4
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SIGNATURE TITLE
- --------------------------------------------- --------------------------------------------
<C> <S>
* Director
- ---------------------------------------------
James C. Templeton
* Director
- ---------------------------------------------
Lloyd D. Ward
Director
- ---------------------------------------------
Thomas J. Ellis
*By: /s/ STEPHEN J. McDONNELL
- ---------------------------------------------
Stephen J. McDonnell
Attorney-in-Fact
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II-5
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INDEX TO EXHIBITS
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EXHIBIT
NO. EXHIBIT
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5 -- Opinion of Milbank, Tweed, Hadley & McCloy, counsel for the
Company, as to the legality of the shares being registered.*
23(a) -- Consent of Arthur Andersen LLP.*
23(b) -- Consent of KPMG, Chartered Accountants, Registered Auditors.*
23(c) -- Consent of Milbank, Tweed, Hadley & McCloy (contained in
Exhibit 5 above).
24 -- Power of Attorney (included on pages II-5 and II-6 of the
Company's Registration Statement on Form S-3 (Registration
Statement No. 333-00343)).**
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* Filed herewith.
** Filed with the Securities and Exchange Commission on January 22, 1996.
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EXHIBIT 5
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, NY 10005
February 21, 1996
Central and South West Corporation
1616 Woodall Rodgers Freeway
Dallas, Texas 75202-1234
Re: Registration Statement on Form S-3 of
Central and South West Corporation
(the "Company")
Ladies and Gentlemen:
We have acted as counsel for the Company and, in that capacity, we have
been requested to provide this opinion with respect to Common Stock of the
Company, $3.50 par value per share (the "Common Stock"), issuable in connection
with its registration statement on Form S-3 dated the date hereof with respect
to the registration under the Securities Act of 1933, as amended, of 2,525,000
shares of common stock (the "Registration Statement"). We have examined
originals or copies, certified or otherwise identified to our satisfaction, of
such public and corporate records, certificates, instruments and other
documents and have considered such questions of law as we have deemed relevant
and necessary as a basis for the opinion hereinafter expressed.
Based upon the foregoing, we are of the opinion that the 2,525,000
shares of Common Stock to which the above-mentioned Registration Statement
relates, will, when and to the extent issued by the Company as contemplated by
the Prospectus incorporated by reference in the Registration Statement and the
Underwriting Agreement referred to therein, executed in facsimile by proper
officers of the Company, authenticated by the transfer agent and registrar,
delivered to persons entitled thereto pursuant to the Underwriting Agreement in
accordance with the terms thereof for consideration in excess of the par value
thereof, be validly issued as fully paid and non-assessable shares.
This opinion is limited to the laws of the State of New York, the
General Corporation Law of the State of Delaware and the federal laws of the
United States applicable therein.
This opinion is addressed to you solely in connection with the matters
referred to herein and is not to be relied upon by any other person, except the
New York Stock Exchange and the Securities and Exchange Commission, or for any
other purpose.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendment thereto, and the Prospectus relating
thereto.
Sincerely yours,
/s/ Milbank, Tweed, Hadley & McCloy
Milbank, Tweed, Hadley & McCloy
RBW/DBB
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EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports dated
February 13, 1995, included in Central and South West Corporation's Annual
Report on Form 10-K dated December 31, 1994, and to all references to our firm
included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Dallas, Texas
February 21, 1996
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EXHIBIT 23(b)
The Directors
SEEBOARD plc
We consent to the incorporation by reference in the registration statement on
Form S-3 of Central and South West Corporation of our report dated 6 June 1995
with respect to the consolidated balance sheets of SEEBOARD plc as of 31 March
1995 and 31 March 1994 and the related profit and loss accounts and cash flows
for each of the years in the two-year period ended 31 March 1995, which report
appears in the Form 8-K of Central and South West Corporation dated 19 January
1996 and to reference to our firm under the heading "Experts" in this
registration statement.
/s/ KPMG
KPMG London
Chartered Accountants 21 February 1996
Registered Auditors
