As filed with the Securities and Exchange Commission on February 13, 1996.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
____________________
CENTRAL AND SOUTH WEST CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 51-0007707
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75266-0164
(214) 777-1000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Stephen J. McDonnell
Treasurer
Central and South West Corporation
1616 Woodall Rodgers Freeway
Dallas, Texas 75202
____________________
(Name, address, including zip code, and telephone number,
including area code, of agents for service)
Copies to:
FERD. C. MEYER, JR. ROBERT B. WILLIAMS, ESQ.
Senior Vice President and General Counsel JORIS M. HOGAN, ESQ.
1616 Woodall Rodgers Freeway Milbank, Tweed, Hadley & McCloy
P.O. Box 660104 1 Chase Manhattan Plaza
Dallas, Texas 75202 New York, New York 10005
(214) 777-1000 (212) 530-5000
____________________
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
____________________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [X]
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. [ ]
_____________________
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. [ ]
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. [ ]
_____________________
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER UNIT* PRICE* FEE
- -----------------------------------------------------------------------------
Common Stock,
$3.50 par value 5,000,000 $26.875 $134,375,000 $46,337.00
per share shares
Estimated solely for purposes of determining the registration fee and,
pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
based upon the average of the high and low sale prices for the Common
Stock of Central and South West Corporation on February 8, 1996, as
published in The Wall Street Journal report of New York Stock Exchange
Composite Transactions.
____________________
Pursuant to Rule 429 of the Commission under the Securities Act of
1933, as amended, the within prospectus relates to 5,000,000 shares of the
Common Stock of the Corporation covered hereby and 481,867 shares of the
Common Stock of the Corporation covered by Registration Statement No. 33-
50193.
Subject to Completion, Dated February 13, 1996
PROSPECTUS
CENTRAL AND SOUTH WEST CORPORATION
POWERSHARE DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
COMMON STOCK
($3.50 PAR VALUE)
The Central and South West Corporation (Corporation) PowerShare Dividend
Reinvestment and Stock Purchase Plan (Plan) provides a convenient and
inexpensive way for the Corporation's shareholders, employees and others to
reinvest dividends and purchase shares of the Corporation's common stock,
$3.50 par value per share (Common Stock). Non-shareholders of legal age who
are residents of the fifty States of the United States and the District of
Columbia may enroll in the Plan by making an initial cash investment of
$250.00. Employees and eligible retirees of the Corporation and its
subsidiaries may elect to purchase Common Stock through automatic payroll or
pension deductions with a minimum of $10.00 per pay period.
This Prospectus incorporates several amendments to the Plan, including (a)
enabling non-shareholders of legal age who are residents of all fifty States
of the United States and the District of Columbia to participate in the Plan,
(b) increasing the initial cash investment required for enrollment in the Plan
by non-shareholders, non-employees and non-retirees from $100 to $250 and (c)
changing the frequency of investment in shares of Common Stock by the Plan
from bi-monthly to weekly. Participants in the Plan will continue to be
enrolled in the Plan, as amended, unless they withdraw from participation.
For further information concerning the Plan and a glossary of capitalized
terms used in this Prospectus, see "Description of the Plan".
Under the Plan, Participants may elect any of the following reinvestment
options:
FULL DIVIDEND REINVESTMENT - Participants may automatically
reinvest cash dividends on all Registered Shares they hold and on
all Plan Shares credited to their accounts.
PARTIAL DIVIDEND REINVESTMENT - Participants may receive cash
dividends on a portion of the Registered Shares they hold and/or a
portion of the Plan Shares credited to their accounts, and
automatically reinvest the cash dividends on the remainder of such
shares.
NO DIVIDEND REINVESTMENT - Participants may receive cash dividends
on all Registered Shares they hold and on all Plan Shares credited
to their accounts.
Under any of the reinvestment options, Participants may make Optional Cash
Purchases at any time, of not less than $25 per payment and not more than
$100,000 per calendar year (Annual Limit).
Cash dividends, cash investments and payroll deductions under the Plan will be
used to purchase shares of Common Stock which, at the option of the
Corporation, will be either newly issued or will be purchased on behalf of
Plan Participants in the open market by an Independent Agent appointed by the
Corporation. See Question 11. The Corporation will select Independent Agents
based on fees and service.
The price of shares purchased in the open market under the Plan will be the
weighted average price at which the Independent Agent acquires the shares as
discussed in Question 17. The price of newly issued shares acquired under the
Plan will be the average of the high and low price of the Corporation's Common
Stock as also discussed in Question 17.
The price of shares sold by Participants under the Plan will be the weighted
average price at which the Independent Agent sells shares, less applicable
fees and/or commissions. Sales of shares through the Plan are discussed in
Questions 20 through 22.
A Plan Participant will have applicable fees and/or commissions deducted from
the funds used to purchase shares acquired or sales proceeds of shares sold
under the Plan. See Question 19 for a description of such fees and
commissions.
To the extent required by applicable law in certain jurisdictions, including
Arizona, Nebraska, North Dakota and Vermont, shares of Common Stock offered
under the Plan to persons who are not presently shareholders of the
Corporation are offered only through a registered broker-dealer in such
jurisdictions.
This Prospectus relates to 5,481,867 shares of Common Stock of the
Corporation and should be retained for future reference. The Corporation's
Common Stock is listed on the New York Stock Exchange and the Chicago Stock
Exchange under the symbol "CSR".
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
_____________________
The date of this Prospectus is February 13, 1996.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with
the Securities and Exchange Commission. These securities may not be sold
nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall there be
any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such State.
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (Exchange Act), and in accordance therewith
files reports, proxy or information statements and other information with the
Securities and Exchange Commission (Commission). Such reports, proxy or
information statements and other information can be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C., 20549-1004, and at the following Regional
Offices of the Commission: Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511; 7 World Trade Center, New
York, New York 10048. Copies of such material can also be obtained at
prescribed rates from the Public Reference Section of the Commission at its
principal office at 450 Fifth Street, N.W., Washington, D.C. 20549. The
Corporation's Common Stock is listed on the New York Stock Exchange and the
Chicago Stock Exchange. Such reports, proxy statements and other information
concerning the Corporation may be inspected at such exchanges.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Corporation with the
Commission pursuant to the Exchange Act are incorporated by reference in this
Prospectus:
(a) The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1994.
(b) The Corporation's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995, June 30, 1995 and September 30, 1995 and the
Corporation's Form 10-Q/A for the quarter ended September 30, 1995.
(c) The Corporation's Current Reports on Form 8-K dated January 17,
1995, April 6, 1995, May 23, 1995, June 9, 1995, July 10, 1995,
September 6, 1995, September 27, 1995, September 28, 1995,
October 12, 1995, January 19, 1996 and January 30, 1996.
(d) The description of the Common Stock which is contained in the
Corporation's registration statement filed under Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Corporation pursuant to Sections 13,
14 or 15(d) of the Exchange Act, prior to termination of the offering of
Common Stock pursuant to the Plan, shall be deemed also to be incorporated by
reference herein and a part hereof from their respective dates of filing. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Corporation hereby undertakes to provide without charge to each person to
whom this Prospectus is delivered, upon the written or oral request of any
such person, a copy of any or all of the foregoing documents incorporated
herein by reference (not including exhibits to such documents which are not
specifically incorporated by reference in such documents). Requests for such
copies should be directed to Central and South West Corporation, Shareholder
Services Department, P.O. Box 660164, Dallas, Texas 75266-0164, or by calling
our toll-free number 1-800-527-5797.
THE CORPORATION
The Corporation is a registered public utility holding company under the
Public Utility Holding Company Act of 1935, as amended. The Corporation owns
all of the outstanding shares of common stock of four electric operating
Subsidiaries: Central Power and Light Company, Public Service Company of
Oklahoma, Southwestern Electric Power Company, and West Texas Utilities
Company (collectively, the "Electric Operating Subsidiaries"). These
companies provide electric service to approximately 1.6 million customers in a
widely diversified area covering 152,000 square miles in portions of the
States of Arkansas, Louisiana, Oklahoma and Texas. This area is one of the
largest served by any electric utility system in the United States.
On January 10, 1996, the Company's $2.12 billion tender offer in the United
Kingdom for all of the outstanding share capital of SEEBOARD plc ("SEEBOARD"),
which was announced on November 6, 1995, was declared wholly unconditional.
Through January 29, 1996, the Company had acquired shares representing, or had
received valid acceptances in respect of, approximately 90.7% of the
outstanding share capital of SEEBOARD. The Company expects to acquire the
remaining 9.3% of the outstanding SEEBOARD share capital by the end of the
second quarter of 1996. SEEBOARD is a regional electricity company in the
United Kingdom headquartered in Crawley, West Sussex, with approximately two
million customers and a distribution territory in southeast England that
covers approximately 3,000 square miles extending from the outlying areas of
London to the English Channel.
Other major Subsidiaries owned by the Corporation are Transok, Inc., a natural
gas, gathering, transmission, processing, storage and marketing company, which
transports for and sells natural gas to the Electric Operating Subsidiaries as
well as processing, transporting and selling natural gas for and to non-
affiliates; CSW Energy, Inc. and CSW International, Inc., which pursue
cogeneration projects and other energy ventures within the United States and
internationally; CSW Credit, Inc., which purchases the accounts receivable of
the Electric Operating Subsidiaries, Transok and certain non-affiliated
electric and gas utilities; CSW Communications, Inc., which provides
communication services to the Electric Operating Subsidiaries, Transok and
certain non-affiliates; CSW Leasing, Inc., which invests in leveraged leases;
Central and South West Services, Inc., which performs, at cost, various
professional services to the Corporation and its Subsidiaries; and EnerShop
Inc., which was formed in September, 1995 to provide commercial, industrial,
institutional and governmental customers with energy management services. The
Corporation's offices are located at 1616 Woodall Rodgers Freeway, P.O. Box
660164, Dallas, Texas 75266-1064.
USE OF PROCEEDS
Since the requirements of Plan Participants may be satisfied by either the
issuance of new shares of Common Stock by the Corporation, or the purchase of
shares of Common Stock by an Independent Agent in the open market, the number
of shares of Common Stock, if any, that the Corporation ultimately will sell
under the Plan, or the prices at which such shares will be sold, is not known.
If new shares of Common Stock are issued by the Corporation under the Plan,
the proceeds from the sale will be used for repayment of short-term or long-
term indebtedness, for working capital or for other general corporate
purposes. If shares are purchased by an Independent Agent for Participants in
the open market, the Corporation will not receive any proceeds.
DESCRIPTION OF THE PLAN
The following description, which is set forth in question and answer form,
constitutes a complete statement of the Plan:
DEFINITIONS
ANNUAL LIMIT - A Participant may make Optional Cash Purchases up to a
maximum of $100,000 per calendar year.
AUTOMATIC ELECTRONIC INVESTMENT AUTHORIZATION CARD - The form to be
completed by a Participant in order to set up automatic drafts from banks and
other financial institutions for Optional Cash Purchases.
AUTOMATIC ELECTRONIC INVESTMENT - Optional Cash Purchases by means of
electronic funds transfer.
BUSINESS DAY - Any day on which the New York Stock Exchange is open for
the business of trading securities.
CHANGE AUTHORIZATION CARD - The form to be completed by a Participant to
make changes in reinvestment options or other account changes.
CASH DIVIDEND - The cash dividend payable on shares of Common Stock.
DIVIDEND PAYMENT DATE - The date on which dividends declared by the
Corporation's board of directors are payable on the Corporation's Common
Stock, usually the last business day of February, May, August and November.
DIVIDEND RECORD DATE - The date on which a person or entity must be a
registered shareholder of Common Stock in order to receive a given dividend,
usually the 5th business day of February, May, August and November.
ELIGIBLE AREA - The fifty States of the United States and the District
of Columbia.
EMPLOYEE/RETIREE ENROLLMENT FORM - The form to be completed by employees
or eligible retirees of the Corporation or its Subsidiaries in order to enroll
in the Plan.
ENROLLMENT FORM - The form to be completed by (i) a non-shareholder
resident of the fifty States of the United States and the District of Columbia
(other than employees or retirees of the Corporation or its Subsidiaries) in
order to enroll in the Plan, or (ii) existing holders of Registered Shares of
Common Stock (other than employees or retirees of the Corporation or its
Subsidiaries), in order to enroll in the Plan.
INDEPENDENT AGENT - The agent or agents appointed by the Corporation who
act on behalf of Plan Participants in (i) buying Common Stock on the open
market if bought during a period in which the Corporation elects not to
satisfy the requirements of Plan Participants with newly issued shares and/or
(ii) selling Plan Shares for Participants.
INVESTMENT DATE - The date on which purchases of shares of Common Stock
commence for investment during a given Investment Period under the Plan.
Shares will be purchased commencing each Monday of each week (or, if not a
Business Day, the next succeeding Business Day).
INVESTMENT PERIOD - The period for Plan investments on behalf of
Participants, which commences on an Investment Date and continues through and
includes the date preceding the next succeeding Investment Date.
OPTIONAL CASH PURCHASES - Purchase of Common Stock through direct cash
payments or Automatic Electronic Investments submitted by Participants under
the Plan, as authorized in writing by a Participant.
PARTICIPANT - An eligible individual or entity that has enrolled in the
Plan according to the Corporation's applicable procedures.
PLAN - The Corporation's PowerShare Dividend Reinvestment and Stock
Purchase Plan, as described in this Prospectus.
PLAN DIVIDEND - The cash dividend payable on shares of Common Stock held
by the Corporation in the Plan.
PLAN SHARES - The shares of Common Stock held by the Corporation in a
Participant's Plan account.
REGISTERED SHARES - The shares of Common Stock for which a Participant
holds a stock certificate registered on the stock transfer records of the
Corporation in the name of the Participant.
SAFEKEEPING SERVICE - The service allowing Plan Participants to deposit
all of their Common Stock certificates with Shareholder Services for credit to
their Plan account. Deposited shares will be held in book entry form.
SHAREHOLDER SERVICES - The department of the Corporation that
administers the Plan and keeps records of each Participant's Plan
participation.
SUBSIDIARIES - All entities that are controlled by the Corporation
through direct or indirect ownership of a majority of such entities' voting
shares.
PURPOSE
1. What is the purpose of the Plan?
The Plan offers shareholders, non-shareholders of legal age who are
residents of the Eligible Area, employees and eligible retirees of the
Corporation or its Subsidiaries a convenient and economical way to purchase
the Corporation's Common Stock. Once Participants are enrolled in the Plan,
cash dividends, as well as any cash investments and/or payroll or pension
deductions, may be used to purchase shares of Common Stock.
Each Participant should recognize that the Corporation cannot assure any
Participant of a profit or protect the Participant against a loss on the
shares of Common Stock purchased under the Plan. The use of the term "Plan"
does not indicate that the Plan functions as a retirement plan, whether
qualified or non-qualified. The Plan does not enjoy any preferred tax status
and all dividends on Participant's Plan Shares and Registered Shares are
taxable. See Question 34.
FEATURES
2. What are the main features of the Plan?
- Participants may elect to have Cash Dividends on all or a portion of
their shares of Common Stock automatically reinvested. Dividend payments not
reinvested will be paid to Participants by check or through electronic direct
deposit.
- Participants may make Optional Cash Purchases in a minimum amount of
$25 per transaction and up to a maximum of $100,000 per calendar year (Annual
Limit) for the purchase of Common Stock.
- Non-shareholders of legal age who are residents of the Eligible Area
may enroll in the Plan by making a minimum initial cash investment of $250.00
to purchase Common Stock under the terms of the Plan.
- Employees and eligible retirees of the Corporation or its Subsidiaries
may purchase shares of Common Stock through automatic payroll or pension
deductions. The minimum purchase for employees and eligible retirees by
payroll/pension deduction is $10.
- Full investment of funds is possible under the Plan (subject to
minimum and maximum purchase requirements) because both full and fractional
shares will be credited to Participants' Plan accounts.
- The Plan includes a Safekeeping Service which permits shareholders to
deposit all of their certificates of Common Stock with Shareholder Services,
thereby reducing shareholders' risk of loss of physical certificates and
making it convenient for shareholders to hold all share of Common Stock in one
account. Participants will receive credit to their Plan accounts for such
shares.
- Participants will receive quarterly statements of account with a
record of their activity as soon as practicable following each Dividend
Payment Date, and written confirmations of investments upon opening Plan
accounts or making Optional Cash Purchases of Plan Shares. Statements of
account are a Participant's continuing record of transactions and should be
retained for tax purposes.
- Through the Plan, Participants may sell shares of Common Stock held or
deposited in their Plan accounts, including odd-lots (but not other
shareholdings).
- To avoid potential abuses of the economies offered in connection with
Sales through the Plan (e.g., excessive closing and reopening of accounts),
the Corporation will not permit Participants who terminate their account to
re-enroll in the Plan until twelve months after such termination.
- The Plan retains the flexibility to satisfy obligations for shares
purchased through the Plan from newly issued shares or shares purchased on the
open market.
- By utilizing volume commission discounts from Independent Agents, the
Plan is able to provide investors with an economical means to purchase and
sell shares of the Corporation's Common Stock.
3. Why is the Plan being amended and what provisions of the Plan have
changed as a result of the amendments described herein?
The amendments to the Plan are intended primarily to make the Plan more
attractive and available to investors, and to make the Plan more cost-
effective to both investors and the Corporation. These changes include:
- The Plan is now available to non-shareholder residents of legal age in
all fifty States and the District of Columbia. Formerly, only registered
shareholders and non-shareholder residents of legal age in the States of
Arkansas, Louisiana, Oklahoma and Texas were eligible to participate.
- Minimum initial purchase limits for eligible non-shareholders have
been increased from $100 to $250.
-Investments by the Plan in shares of Common Stock are now made weekly
instead of bi-monthly.
ADMINISTRATION
4. Who administers the Plan?
Administration of the Plan is shared between the Corporation and the
Independent Agent. Shareholder Services will have primary responsibility to
administer the Plan. Among other things, Shareholder Services will keep a
continuous record of participation and send each Participant a quarterly
statement of his/her Plan account. If the Corporation elects to meet the
requirements of Participants by purchasing shares of Common Stock in the open
market, the Independent Agent will act on behalf of Participants in buying
such shares. The Independent Agent will also sell Plan Shares on behalf of
Participants. In addition, the Independent Agent will provide Shareholder
Services with verification of the calculation of price of newly issued shares
sold to Participants through the Plan.
The Corporation reserves the right to interpret and regulate the Plan as
deemed necessary or desirable. Neither the Corporation nor its Independent
Agent will be liable for any act done in good faith or for any omission to act
in good faith, including, without limitation, any claim of liability arising
out of failure to terminate a Participant's account upon the Participant's
death prior to receipt of written notice of such death.
5. Who should I contact with questions concerning the Plan and its
administration?
You may contact the Corporation with questions concerning the Plan by
writing to:
Shareholder Services
Central and South West Corporation
P.O. Box 660164
Dallas, Texas 75266-0164
or by calling Shareholder Services toll-free at 1-800-527-5797.
6. May the Plan be modified or discontinued?
The Corporation reserves the right to suspend, modify or discontinue the
Plan at any time including but not limited to the right to modify the fees and
commissions charged to Participants. Any suspension, major modification or
discontinuance of the Plan will be announced by the Corporation to all
Participants.
PARTICIPATION
7. Who is eligible to participate in the Plan?
All holders of the Corporation's Common Stock who hold Registered
Shares, non-shareholders of legal age who are residents of the Eligible Area,
and employees and certain retirees of the Corporation or its Subsidiaries are
eligible to participate in the Plan. Retirees of the Corporation are eligible
to participate in the Plan if they are either existing shareholders of the
Corporation or are residents of the Eligible Area.
A Plan Prospectus and enrollment information will be furnished at any
time upon request to Shareholder Services.
8. How does a holder of Registered Shares participate?
Participants who hold Registered Shares may join the Plan at any time by
completing the Enrollment Form and returning it to the Corporation. If
Participants' shares are registered in names other than their own (e.g., in
the name of a broker or bank nominee) and they are not residents of the
Eligible Area, then in order to participate in the Plan, they either must
become a shareholder of record by having shares transferred into their names,
or must request that the record holder of their shares participate in the Plan
on their behalf.
The Enrollment Form allows a Participant to choose a reinvestment option
for participation in the Plan. By checking the appropriate box a Participant
may select:
- FULL DIVIDEND REINVESTMENT - Automatic reinvestment of cash dividends
on all Registered Shares held by the Participant and on all Plan Shares
credited to his/her account.
- PARTIAL DIVIDEND REINVESTMENT - Receipt of cash dividends on a portion
of the Registered Shares held by the Participant and/or a portion of the Plan
Shares credited to his/her account, and automatic reinvestment of the cash
dividends on the remainder of his/her shares.
- NO DIVIDEND REINVESTMENT - Receipt of cash dividends on all Registered
Shares held by the Participant and on all Plan Shares credited to his/her
account.
9. How does a non-shareholder of legal age who is a resident of the Eligible
Area participate?
After being furnished with the Plan Prospectus, a resident of legal age
of the Eligible Area may apply for enrollment in the Plan by completing and
returning the Enrollment Form, together with a check in an amount not less
than $250, nor more than the Annual Limit, made payable to "Central and South
West Corporation".
The Enrollment Form requires each applicant to certify verification of
age and residency. It also allows the applicants to decide the amount of
their initial investment (not less than $250) which will be used to purchase
shares of the Corporation's Common Stock. The Enrollment Form allows the
applicant to choose a reinvestment option for participation in the Plan. See
Questions 8, 30 and 31.
10. How does an employee or eligible retiree participate?
Any employee or eligible retiree of the Corporation or any of its
Subsidiaries may join the Plan at any time either by completing the
Employee/Retiree Enrollment Form and returning it to Shareholder Services, or
by enrolling in the same manner as any other eligible person described under
Question 8 or 9.
The Employee/Retiree Enrollment Form allows participating employees and
retirees to decide the dollar amount, if any, to be deducted from their pay or
pension for each pay period. Any deductions will be used to purchase full and
fractional shares of the Corporation's Common Stock. The Employee/Retiree
Enrollment Form allows them to choose reinvestment options for participation
in the Plan. See Questions 8, 30 and 31.
Payroll/pension deduction authorizations will remain in effect until
cancelled by the employee or retiree. The employee must specify the amount to
be withheld each month. The minimum deduction per pay period is $10.
Payroll/pension deductions will be invested on the Investment Date
immediately following the payment date.
All employees and retirees should understand the differences between
Plan participation and participation in the Corporation's Thrift Plus and
other benefit and welfare plans before electing to participate in the Plan.
Among other things, no matching contributions are made by the Corporation to
the Plan, and no deferral of taxes on any dividends or realized gains is
available for investments in Common Stock through the Plan. See Questions 1,
2 and 34.
DIVIDEND REINVESTMENT
11. How and when will Cash Dividends be reinvested?
If a Participant has elected full or partial dividend reinvestment on
his/her Registered and/or Plan Shares, the Corporation will reinvest those
dividends in additional shares of the Corporation's Common Stock. Reinvested
dividends will be used to purchase either authorized but unissued shares from
the Corporation or shares that are purchased on the open market by the
Independent Agent. The source of Common Stock to be purchased under the Plan
may be, in the discretion of the Corporation, authorized but previously
unissued Common Stock or shares of Common Stock purchased on the open market
by an Independent Agent. The Corporation is currently purchasing Common Stock
on behalf of the Plan directly from the Corporation out of its authorized but
previously unissued Common Stock and the Corporation will not change the
source of shares of Common Stock to open market purchases absent a
determination that the Corporation no longer has a need to raise capital or
that there is another compelling reason for the change and in no event more
than once every three months.
Cash Dividends payable on any Dividend Payment Date which are to be
reinvested will be reinvested commencing on the Investment Date immediately
following the applicable Dividend Payment Date. If the Corporation is then
meeting the requirements of the Plan with Common Stock purchased in the open
market, an Independent Agent will determine the exact timing of such purchases
and the number of shares to be purchased, depending on the amount of
reinvested dividends, market conditions and the requirements of federal
securities laws. If the Corporation elects to issue authorized but unissued
shares of its Common Stock, these shares will be issued and credited to a
Participant's Plan account by the Corporation as of the Investment Date. The
determination of price for purchases of Plan Shares is explained in Question
17.
If a Participant's Enrollment Form is received by Shareholder Services
on or before the Dividend Record Date for the next dividend payment, then the
next dividends payable will be used to purchase additional shares of Common
Stock on the Investment Date immediately following the applicable Dividend
Payment Date.
If the Enrollment Form is received after the Dividend Record Date for
the next dividend payment, the reinvestment of dividends will start with the
next succeeding dividend payment.
OPTIONAL CASH PURCHASES
12. Who is eligible to make Optional Cash Purchases?
All Plan Participants, whether or not they have authorized the
reinvestment of dividends, are eligible to make Optional Cash Purchases.
13. How are Optional Cash Purchases made?
An eligible applicant may make an initial cash investment when enrolling
by enclosing a check with the Enrollment Form. Checks should be made payable
to "Central and South West Corporation," and returned in the envelope provided
with the Enrollment Form. Thereafter, Optional Cash Purchases may be made by
using the cash payment form attached to the statement of account, which will
be sent to each Participant by Shareholder Services. A Participant may also
send in a check without this form; however, your Plan account number must be
included on your check.
If a Participant chooses to participate by Optional Cash Purchases only,
the Corporation will pay cash dividends by check or electronic direct deposit
on the Participants' Registered Shares and Plan Shares.
14. What are the limitations on making Optional Cash Purchases?
The option to make cash purchases is available to you at any time.
Optional Cash Purchases, other than initial investments and payroll/pension
deduction amounts, cannot be less than $25 per payment. The maximum invested
in any form in Plan Shares by any Participant, whether enrolled as a
shareholder, resident of the Eligible Area, employee or retiree, cannot exceed
the Annual Limit for any calendar year. The minimum initial investment for
persons enrolling as non-shareholder residents of the Eligible Area is $250.
The same amount of money need not be sent in for each Investment Date and
there is no obligation to make an investment on any Investment Date.
15. When will Optional Cash Purchases be invested?
Cash investments will be invested on each Monday of each week (or, if
not a Business Day, the next succeeding Business Day) (Investment Date). Cash
received on or after an Investment Date will be held by the Corporation until,
and will be invested on, the next Investment Date. Since no interest will be
paid by the Corporation on any cash payments received and held by the
Corporation pending investment on the next Investment Date, Participants are
urged to send them shortly before an Investment Date. However, Participants
should allow sufficient time to ensure that their cash investments will be
received at least one business day prior to an Investment Date.
In order to receive dividends on shares of Common Stock purchased with
Optional Cash Purchases, Participants' cash must be invested no later than the
day before the Investment Date prior to the next Dividend Record Date.
PURCHASES
16. How many shares of Common Stock will be purchased?
Participants Plan account will be credited with the number of shares,
including fractions computed to three decimal places, equal to the total
amount invested on their behalf divided by the purchase price. The purchase
price of the shares Participants purchase under the Plan will be as described
under Question 17.
17. What is the price of shares purchased for the Plan?
If the Corporation is then satisfying the requirements of the Plan with
shares of Common Stock purchased on the open market, the price of such shares
will be weighted average price at which the Independent Agent acquires the
shares plus applicable brokerage commissions and other fees. If the
Corporation is then satisfying the requirements of the Plan with newly issued
shares of Common Stock, the price of such shares will be 100% of the average
of the high and low sales prices of the Corporation's Common Stock, based on
the New York Stock Exchange Composite Transactions on the applicable
Investment Date. The Independent Agent, as discussed in Question 4, will
provide verification of the calculation of the price of any newly issued
shares.
18. Who purchases the shares for the Plan?
As with the Current Plan, the Corporation, in its discretion, may elect
to satisfy the requirements of the Plan with either newly issued shares of
Common Stock, or shares of Common Stock purchased on the open market. See
Question 11. If the Corporation elects to purchase shares of Common Stock on
the open market, the Independent Agent will make all such purchases necessary
to meet the requirements of the Plan. Other than establishing the length of
the Investment Period incorporated into the Plan, the Corporation does not
exercise any direct or indirect control over the timing or prices of purchases
made by the Independent Agent on the open market. If open market purchases
are not made, the shares issued under the Plan will be issued directly from
the authorized but unissued shares of Common Stock of the Corporation.
The Corporation is currently purchasing Common Stock on behalf of the
Plan directly from the Corporation out of its authorized but previously
unissued Common Stock and the Corporation will not change the source of shares
of Common Stock to open market purchases absent a determination that the
Corporation no longer has a need to raise capital or that there is another
compelling reason for the change and in no event more than once every three
months.
19. Are any fees or expenses incurred by Participants?
All costs of administering the Plan will be paid by the Corporation, but
Participants will be required to pay brokerage commissions and other fees for
shares purchased in the open market and shares sold through the Plan.
Brokerage commissions will be a negotiated rate established under the terms of
the Corporation's Agreements with Independent Agents, which rate historically
has not exceeded $.10 per share.
SALES AND TERMINATION FROM THE PLAN
20. May Participants sell or withdraw all or a portion of their shares from
the Plan?
Yes. Participation in the Plan is entirely voluntary and Participants
may sell or withdraw all or a portion of their shares at any time. Any
Participant may request that a certificate be issued or that his/her shares be
sold and the cash proceeds forwarded to the Participant.
Participants selling or withdrawing all of their shares from the Plan
automatically terminate their participation in the Plan. However, withdrawing
Participants may elect to re-enroll at any time after the date 12 months
following the termination date, provided that they remain eligible to
participate. See Question 7.
21. How do Participants sell or withdraw all or a portion of their shares from
the Plan?
In order to sell or withdraw shares from the Plan, Participants must
notify Shareholder Services in writing at the address shown in Question 5.
If a Participant requests a withdrawal, the Participant must specify
that Shareholder Services issue a certificate for any number of whole shares
up to the number of shares credited to the Participant's Plan account. See
Question 20.
If a Participant requests that shares be sold, Shareholder Services will
aggregate such shares with shares for which requests to sell were received
from other Participants during that week, and will then place a market order
with the Independent Agent to sell such shares during the following week. If
there are any requests for sales of Plan Shares, the Independent Agent will
sell shares on a weekly basis. The Participant will receive the proceeds of
the sale less any brokerage commission and any other fees as soon as
practicable after the settlement date for applicable sale.
If a Participant's request for a full or partial withdrawal is received
by Shareholder Services on or after a Dividend Record Date and on or before
the Dividend Payment Date for a dividend payment, such requests will be
processed as soon as practicable after the stock transfer records have been
balanced for payment of the dividend and such dividend has been reinvested in
the Participant's Plan account.
22. What happens to fractional shares when Participants terminate their Plan
accounts?
When Participants terminate their Plan accounts, cash payments
representing any fractional share they hold will be mailed directly to them as
soon as practicable after the settlement for the applicable sale. For
Participants selling whole shares and fractional shares, the price of the
fractional share (per share) will be the same as the price received for the
whole shares.
REPORTS TO PARTICIPANTS
23. How will Participants be advised of their purchases of shares of Common
Stock and other activity in their Plan accounts?
The Corporation will provide each Participant with a quarterly statement
as soon as practicable following a Dividend Payment Date. These statements
are Participants' continuing record of the cost of their purchases and should
be retained for tax purposes. In addition, the Corporation will send
Participants written confirmation of each of their cash investments.
Participants will receive copies of the same communications sent to
other registered shareholders of Common Stock, including the Corporation's
annual report, interim reports, notice of annual meeting and proxy statement,
and certain income tax information.
CERTIFICATES
24. Will stock certificates be issued for shares of Common Stock
acquired under the Plan?
Certificates for shares of Common Stock acquired under the Plan will not
be issued. Plan Shares will be registered in the name of a nominee as agent
for the Participant. The number of shares credited to your Plan account will
be shown on your statement of account. This service protects against loss,
theft or destruction of stock certificates.
A certificate for any number of whole shares up to the full number of
shares credited to your Plan account will be issued to you if you so request
in writing. See Question 21. Such request should be mailed to Shareholder
Services at the address shown in Question 5.
Shares credited to your Plan account may not be pledged. If you wish to
pledge your shares, you must request that a certificate be issued in your
name. A certificate for fractional shares will not be issued under any
circumstances.
25. In whose name will the Plan account be maintained and certificates
registered when issued?
A Plan account for a Participant that enrolls in the Plan will be
maintained in the shareholder's name(s) as shown on the Enrollment Form. Upon
written request, Plan Shares can be transferred and issued in names other than
the account name, subject to compliance with any applicable laws and the
payment by the Participant of any applicable taxes, provided that the request
is accompanied by a duly executed stock power that bears the signature(s) of
the Participant(s) and the signature(s) is/are medallion guaranteed by a
commercial bank or member firm of the New York Stock Exchange or Chicago Stock
Exchange that is a member of either the STAMP, SEMP or MSP Medallion guarantee
programs. Shareholder Services recommends that any such request and stock
power be sent by registered or certified mail.
SAFEKEEPING SERVICE FOR COMMON STOCK CERTIFICATES
26. What is the purpose of the Plan's Safekeeping Service for certificates and
how does it work?
The purpose of the Plan's Safekeeping Service is to permit Participants
to deposit any Common Stock certificates in their possession with Shareholder
Services for safekeeping. Participants who want to take advantage of this
service should send their certificate(s) representing Registered Shares to
Shareholder Services as described in Question 28. Thereafter, the shares will
be held by the Corporation as nominee, and accounted for and reflected on Plan
account statements and otherwise treated in the same manner as shares
purchased through the Plan.
27. What are the advantages of the Plan's Safekeeping Service?
The Plan's Safekeeping Service for stock certificates offers two
significant advantages to Participants. First, the risk associated with loss
of Participants' stock certificates is eliminated. Second, because shares for
safekeeping are treated in the same manner as shares purchased through the
Plan, they may be sold through the Plan in a convenient and efficient manner.
The quarterly statement will verify the deposit of a Participant's shares.
28. How may Common Stock certificates be deposited with Shareholder Services?
Participants who wish to deposit their certificates of Common Stock for
safekeeping should send them, unsigned, to Shareholder Services with written
instructions to deposit them to their Plan accounts. The written instructions
should include such Participant's Plan account number and should be signed by
the registered shareholder of the shares being deposited. The signature on
the instructions and the name of the stock certificate must be identical to
that on the Plan account to which such shares are to be credited. Shareholder
Services recommends that securities be sent via registered or certified mail.
29. May shares remain on deposit if participation in the Plan is discontinued?
No. Upon withdrawal from the Plan, Participants must elect to receive
their Plan Shares either in kind or in cash. See Questions 21 and 22.
CHANGING INVESTMENT OPTIONS
30. May Participants' dividend reinvestment options be changed?
Yes, at any time Participants may make changes to their reinvestment
options. For a description of the options, see Question 8.
Even if a Participant stops reinvesting cash dividends on all shares
registered in his/her name and/or credited to his/her Plan account, the
Participant may continue to make Optional Cash Purchases.
31. How do Participants change their reinvestment options?
Participants may change their reinvestment options at any time by
completing the account correspondence portion of their statement of account, a
Change Authorization Card or by submitting a written request to Shareholder
Services. Changes will become effective as soon as practicable after they are
received.
32. How do employee/retiree Participants change or discontinue their payroll
deductions?
Employee/retiree Participants may change their payroll deductions at any
time by completing a Change Authorization Card, or by submitting a written
request to Shareholder Services. Changes will become effective as soon as
practicable after they are received.
33. May employees or retirees stop their payroll/pension deductions and still
participate in the Plan?
Yes. Employees or retirees who stop their payroll or pension deductions
for purchases of Plan Shares may leave their shares in the Plan. Shareholder
Services will continue to maintain the shares in their Plan accounts unless
otherwise instructed. These employees and retirees may also continue to make
Optional Cash Purchases.
INCOME TAXES
34. What are the federal income tax consequences of participation in the Plan?
In general, Participants in the Plan have the same federal income tax
obligations with respect to their dividends as do shareholders who are not
Plan Participants. This means that dividends reinvested under the Plan are
taxable as having been received even though the Participants did not actually
receive them in cash but, instead, used them to purchase additional shares
under the Plan.
The selling of shares by a Participant under the Plan will give rise to
capital gain or loss, provided such shares are held as a capital asset by the
Participant. Any such gain or loss will be measured by the difference between
the proceeds received by the Participant (net of commissions and fees) and the
Participant's tax basis in the shares sold.
The tax basis of shares acquired in the open market is equal to their
purchase price per share (including brokerage commission and other fees). The
purchase price of shares acquired in the open market is determined by
calculating the weighted average price at which the Independent Agent acquires
the shares, and the purchase price of newly issued shares acquired through the
Plan is equal to 100% of the average of the high and low sales prices on the
New York Stock Exchange Composite Transactions on the purchase date.
Any capital gain or loss will be long- or short-term according to
whether the Participant's holding period for the shares sold was greater than
one year, or one year or less, respectively. The holding period for the
shares acquired under the Plan commences the day after the applicable purchase
date.
The foregoing is only a general discussion of certain federal income tax
aspects of an investment in the Plan. Each Participant should consult his/her
personal tax adviser as to all of the tax consequences of participating in the
Plan, including the application of current and proposed federal, state, local,
foreign and other tax laws.
35. What provisions are made for foreign shareholders?
In the case of foreign shareholders who have elected to reinvest cash
dividends and whose cash dividends are subject to United States income tax
withholding, an amount equal to the cash dividends less the amount of tax
required to be withheld will be applied to the purchase of shares of Common
Stock.
Cash investments received from foreign shareholders must be in United
States currency and will be invested in the same manner as investments from
other Participants.
OTHER INFORMATION
36. What happens when Participants sell or transfer all of the shares
registered in their names but do not withdraw or sell their Plan Shares?
If Participants dispose of all shares of Common Stock registered in
their names, Shareholder Services will continue to maintain the shares in
their Plan accounts unless otherwise instructed.
37. What happens if the Corporation issues a stock dividend, declares a stock
split, or has a rights offering?
Any shares of Common Stock distributed by the Corporation as a stock
dividend on shares credited to Participants' Plan accounts, or on any split of
these shares, will be credited to their Plan accounts. In a rights offering,
Participants' entitlements will be based on their holdings, including those
credited to their Plan accounts. Rights from a rights offering applicable to
shares credited to Participants' Plan accounts, however, will be sold by
Shareholder Services. The proceeds will be credited to Participants' Plan
accounts and applied as cash investments to purchase shares of Common Stock on
the next Investment Date.
Participants wishing to be in a position to exercise such rights may
withdraw shares credited to their Plan accounts as described under Question 21
above.
38. How will shares held under the Plan be voted at meetings of shareholders?
For each meeting of shareholders, Participants will receive proxy cards
which will enable them to vote both shares registered in their names and
shares credited to their Plan accounts.
AUTOMATIC ELECTRONIC INVESTMENT
39. What is the Automatic Electronic Investment feature of the Plan and how
does it work?
Participants may make Optional Cash Purchases by means of Automatic
Electronic Investments of not less than $25 nor more than the Annual Limit by
monthly electronic funds transfers from a predesignated U.S. account.
Automatic Electronic Investments may be made from accounts at any of the
approximately 18,000 banks, savings associations and credit unions that are
members of the National Automated Clearing House Association (NACHA).
To initiate Automatic Electronic Investments, the Participant must
complete and sign an Automatic Electronic Investment Authorization Card and
return it to Shareholder Services together with a voided blank check or
deposit slip for the account from which funds are to be drawn. Forms will be
processed and will become effective as promptly as practicable.
Once Automatic Electronic Investment is initiated, funds will be drawn
from the Participant's designated account on the 20th day of each month (or,
if the 20th day is not a business day, the first business day thereafter), and
will be invested in Common Stock beginning on the next Investment Date
following the date of such draft.
Participants may change the amounts of their future Automatic Electronic
Investments by completing and submitting to Shareholder Services a new
Automatic Electronic Investment Authorization Card. To be effective with
respect to a particular Investment Date, however, the new Automatic Electronic
Investment Authorization Card must be received by Shareholder Services at
least three business days preceding the date for electronic transfer of funds.
Participants may terminate their Automatic Electronic Investment by notifying
Shareholder Services in writing.
Electronic direct deposit of dividends that Participants elect to
receive is also available through Shareholder Services.
LEGAL OPINIONS
The legality of the shares of Common Stock offered hereby has been
passed upon for the Corporation by Milbank, Tweed, Hadley & McCloy, New York,
New York.
EXPERTS
The audited consolidated financial statements and schedules incorporated
by reference in this Prospectus, and elsewhere in the registration statement,
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports dated February 13, 1995, with respect thereto, and
are incorporated herein by reference in reliance upon the authority of said
firm as experts in accounting and auditing in giving said reports.
The financial statements of SEEBOARD plc as of March 31, 1995 and 1994,
and for each of the years in the two-year period ended March 31, 1995, have
been incorporated by reference herein and in the Registration Statement upon
reliance of the report of KPMG, Chartered Accountants, Registered Auditors,
incorporated herein by reference and upon the authority of said firm as
experts in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Registration Fee for Securities and
Exchange Commission Statement . . . . . . . . . . . . . $46,337
Holding Company Act filing fee. . . . . . . . . . . . . . . 2,000*
Design Printing, and Stationery . . . . . . . . . . . . . . 100,000
Listing Fee for the New York Stock Exchange . . . . . . . . 1,500
Accounting Fees . . . . . . . . . . . . . . . . . . . . . . 5,000
Expenses and counsel fees in connection with
qualification or registration of the Common
Stock under state securities or "blue sky"
laws . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000
Counsel Fees:
Milbank, Tweed, Hadley & McCloy
New York, New York . . . . . . . . . . . . . . . . . . . 25,000
Miscellaneous and incidental expenses,
including travel, telephone, copying,
postage, etc. . . . . . . . . . . . . . . . . . . . . . . 4,000
-----------
Total $ 188,837
============
_______________
* Actual Amount.
Item 15. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware, the
State of incorporation of the Corporation, confers broad powers upon
corporations incorporated in that State with respect to indemnification of any
person against liabilities incurred by reason of the fact that he 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 or other business entity. The provisions of Section 145
are not exclusive of any other rights to which those seeking indemnification
may be entitled under any bylaw, agreement or otherwise.
The Second Restated Certificate of Incorporation of the Corporation
contains a provision that eliminates the personal liability of the
Corporation's directors to the Corporation or its shareholders for or with
respect to any acts or omissions in the performance of his or her duties as a
Director of the Corporation to the full extent permitted by the Delaware
General Corporation Law.
The Second Restated Certificate of Incorporation, as amended, and Bylaws
of the Corporation provide that directors and officers of the Corporation
shall be indemnified to the fullest extent permitted by the laws of the State
of Delaware against liability for certain of their acts. In addition, the
Corporation has purchased directors and officers liability insurance.
Item 16. Exhibits.
Exhibit
No. Description of Exhibits
4(a) - Second Restated Certificate of Incorporation of the
Corporation, as amended (Incorporated herein by reference to
Exhibits 3.1 and 3.2 to the Corporation's Form 10-Q for the
quarter ended June 30, 1995, File No. 1-1443).
4(b) - Bylaws, as amended, of the Corporation (Incorporated herein
by reference to Exhibit 3(b) to the Corporation's Annual
Report on Form 10-K for the year ended December 31, 1990,
File No. 1-1443).
5 - Opinion of Milbank, Tweed, Hadley & McCloy, counsel for the
Corporation, as to the legality of the shares of Common
Stock.
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 page II-4).
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(a) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(b) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereto) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement; and
(c) to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof;
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering; and
(4) that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described in Item 15, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
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 13, 1996.
CENTRAL AND SOUTH WEST CORPORATION
By: /s/STEPHEN J. MCDONNELL
Stephen J. McDonnell
Treasurer
Each person whose signature appears below hereby authorizes and appoints
Stephen J. McDonnell and Stephen D. Wise or either of them, as his or her
attorney-in-fact, with full power of substitution and resubstitution to sign
and file on his or her behalf individually and in each such capacity stated
below any and all amendments and post-effective amendments to this
Registration Statement, as fully as such person could in person, hereby
verifying and confirming all that said attorney-in-fact, or either of them, or
their or his substitutes, may lawfully do or cause to be done by virtue
hereof.
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 13, 1996.
Signature Title
/s/ E.R.BROOKS Chairman of the Board, President,
E.R. Brooks Chief Executive Officer and Director
(principal executive officer)
/s/HARRY D. MATTISON Executive Vice President
Harry D. Mattison
/s/GLENN D. ROSILIER Senior Vice President and
Glenn D. Rosilier Chief Financial Officer
(principal financial officer)
/s/THOMAS V. SHOCKLEY, III Executive Vice President
Thomas V. Shockley, III and Director
/s/WENDY G. HARGUS Controller (principal accounting
Wendy G. Hargus officer)
/s/GLENN BIGGS Director
Glenn Biggs
/s/MOLLY SHI BOREN Director
Molly Shi Boren
/s/DONALD M. CARLTON Director
Donald M. Carlton
________________________ Director
Thomas H. Cruikshank
________________________ Director
T.J. Ellis
/s/JOE H. FOY Director
Joe H. Foy
/s/ROBERT W. LAWLESS Director
Robert W. Lawless
/s/JAMES L. POWELL Director
James L. Powell
/s/JAMES C. TEMPLETON Director
James C. Templeton
/s/LLOYD D. WARD Director
Lloyd D. Ward
INDEX TO EXHIBITS
Exhibit
No. Exhibit
4(a) Second Restated Certificate of Incorporation Incorporated
of the Corporation, as amended (Incorporated by Reference
herein by reference to Exhibits 3.1 and 3.2
to the Corporation's Form 10-Q for the quarter
ended June 30, 1995, File No. 1-1443).
4(b) Bylaws, as amended, of the Corporation Incorporated
(Incorporated herein by reference to by Reference
Exhibit 3(b) to the Corporation's Annual
Report on Form 10-K for the year ended
December 31, 1990, File No. 1-1443).
5 Opinion of Milbank, Tweed, Hadley & McCloy, Electronic
counsel for the Corporation, as to the
legality of the shares of Common Stock.
23(a) Consent of Arthur Andersen LLP. Electronic
23(b) Consent of KPMG, Chartered Accountants, Electronic
Registered Auditors.
23(c) Consent of Milbank, Tweed, Hadley & McCloy --
(contained in Exhibit 5 above).
24 Power of Attorney (included on page II-5). --
<PAGE>
EXHIBIT 5
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
February 13, 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 5,000,000 shares of Common Stock ("Registration Statement") to be issued
under the Central and South West Corporation Powershare SM Plan (the "Plan").
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 on the foregoing, we are of the opinion that the
5,000,000 shares of Common Stock to which the above-mentioned Registration
Statement relates, will, when the Registration Statement becomes effective,
when the Company has received the consideration to be received for the shares
of Common Stock to be issued pursuant to the Plan and when the shares of
Common Stock have been issued by the Company as provided under the Plan, 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 he
matters referred to herein and is not to be relied upon by any other person,
except the New York Stock Exchange and Securities and Exchange Commission, or
for any other purpose.
We hereby 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.
Very truly yours,
/s/MILBANK, TWEED, HADLEY & MCCLOY
Milbank, Tweed, Hadley & McCloy
RBW/JMH
<PAGE>
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 ANDERSON LLP
ARTHUR ANDERSON LLP
Dallas, Texas
February 13, 1996
<PAGE>
EXHIBIT 23(b)
The Directors
SEEBOARD plc
We consent to the incorporation by reference in this 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
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
Chartered Accountants London
Registered Auditors 13 February 1996
