As filed with the Securities and Exchange Commission on January 22, 1996
Registration No. 33-
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 1616 Woodall Rodgers Freeway 51-0007707
(State or other Dallas, Texas 75202 (I.R.S. Employer
jurisdiction of incorpor- (214) 777-1000 Identification No.)
ation or organization)
(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
(214) 777-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
____________________
Copies to:
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
____________________
Approximate date of commencement of proposed sale to the public: From time to
time after the Registration Statement becomes effective.
____________________
<PAGE>
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]
____________________
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
Title of Each Maximum Maximum
Class of Amount Offering Aggregate Amount of
Securities To To Be Price Offering Registration
Be Registered Registered Per Unit* Price* Fee
- ------------------------------------------------------------------------------
Common Stock,
par value $3.50
per share 13,000,000 shares $27.25 $354,250,000 $122,156
- -----------------------------------------------------------------------------
* 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 January 15, 1996.
____________________
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.
<PAGE>
_____________________________________________________________________________
SUBJECT TO COMPLETION, DATED JANUARY 22, 1996
PROSPECTUS
13,000,000 Shares
Central and South West Corporation
Common Stock
(Par Value $3.50 Per Share)
____________________
Central and South West Corporation (the "Company") may offer from
time to time, up to 13,000,000 additional shares ("Additional Common
Stock") of its Common Stock, par value $3.50 per share (the "Common
Stock"), on terms determined by market conditions at the time of sale.
The number of shares of Additional Common Stock in respect of which this
Prospectus is being delivered will be set forth in one or more prospectus
supplements ("Prospectus Supplement"), together with the terms of the
offering of the Additional Common Stock.
The outstanding shares of Common Stock are, and any shares of the
Additional Common Stock offered pursuant to a Prospectus Supplement will
be, subject to notice of issuance, listed on the New York and Chicago
Stock Exchanges under the symbol "CSR". On January 15, 1996, the last
reported sale price of Common Stock on the New York Stock Exchange was
$27.25 per share.
____________________
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 Additional Common Stock may be sold directly by the Company,
through agents designated from time to time or through underwriters. The
names of any such agents or underwriters, any applicable discounts,
commissions or allowances, a description of any indemnification
arrangements and the net proceeds to the Company from the sale of shares
of Additional Common Stock will be set forth in a Prospectus Supplement.
See "Plan of Distribution" herein.
The date of this Prospectus is __________ __, 1996.
<PAGE>
****************************************************************************
* 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 jurisdiction in which such offer, *
* solicitation or sale would be unlawful prior to registration or *
* qualification under the securities laws of any such jurisdiction. *
****************************************************************************
_____________________
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON
STOCK AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK OR CHICAGO STOCK EXCHANGES
OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY
TIME.
No dealer, salesperson or any other person has been authorized to give
any information or to make any representations other than those contained or
incorporated by reference in this Prospectus and, with respect to the
Additional Common Stock, the Prospectus Supplement relating thereto, and if
given or made, such information or representations must not be relied upon as
having been authorized by the Company or any underwriter, dealer or agent.
Neither this Prospectus nor any Prospectus Supplement constitutes an offer or
solicitation by any person in any jurisdiction in which it is unlawful to make
an offer or solicitation. The delivery of this Prospectus and any Prospectus
Supplement at any time does not imply that the information herein is correct
as of any time subsequent to the date of this Prospectus and any Prospectus
Supplement.
_____________________
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy or information statements and other
information with the Securities and Exchange Commission (the "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; and 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.
20549-1004. The Company's Common Stock is listed on the New York and Chicago
Stock Exchanges under the symbol "CSR". Such reports, proxy statements and
other information concerning the Company may be inspected at such exchanges.
_____________________
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the Commission
pursuant to the Exchange Act are incorporated by reference in this Prospectus:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1994.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995, June 30, 1995 and September 30, 1995 and the Company's
Form 10-Q/A for the quarter ended September 30, 1995.
(c) The Company'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 and January 19, 1996.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Additional Common Stock shall
be deemed also to be incorporated by reference into this Prospectus 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 Company 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
the toll-free number 1-800-527-5797.
<PAGE>
THE COMPANY
The Company is a registered public utility holding company under the
Public Utility Holding Company Act of 1935, as amended. The Company owns all
of the outstanding shares of common stock of four electric operating
subsidiaries (collectively, the "Electric Operating Subsidiaries"): Central
Power and Light Company, Public Service Company of Oklahoma, Southwestern
Electric Power Company, and West Texas Utilities Company. 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.
Other Subsidiaries owned by the Company are Transok, Inc.,
("Transok") 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 to and for 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 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; and Central and South West Services, Inc., which performs,
at cost, various accounting, engineering, tax, legal, financial, electronic
data processing, centralized economic dispatching of electric power and other
services to the Company and its subsidiaries. The Company's offices are
located at 1616 Woodall Rodgers Freeway, Dallas, Texas 75202, telephone number
(214) 777-1000.
DIVIDENDS AND PRICE RANGE OF COMMON STOCK
Quarterly dividends on the Company's Common Stock have been paid
continuously since its incorporation in 1947 and the Company's annual dividend
has increased in each of the last forty-three years. Future cash dividends
will be dependent upon the policies of the Company's Board of Directors and
the Company's earnings, financial condition and other factors. Dividends have
historically been paid at the end of February, May, August and November.
The following tabulation shows for the periods indicated, cash dividends
paid and the range of the high and low sales prices of the Common Stock based
on New York Stock Exchange composite transactions as reported by the Wall
Street Journal.
<PAGE>
1995
_____________________________
Dividends Price Range
________________
Paid High Low
____ _______ ______
1st Qtr $0.430 $24-7/8 $22-3/8
2nd Qtr $0.430 $26-5/8 $24-1/8
3rd Qtr $0.430 $26-3/8 $24-1/8
4th Qtr $0.430 $28-3/8 $25-1/2
1994
_____________________________
Dividends Price Range
________________
Paid High Low
____ _______ ______
1st Qtr $0.425 $30-7/8 $24-1/8
2nd Qtr $0.425 $26-1/4 $20-1/8
3rd Qtr $0.425 $22-7/8 $20-7/8
4th Qtr $0.425 $23-5/8 $20-1/8
1993
_____________________________
Dividends Price Range
________________
Paid High Low
____ _______ ______
1st Qtr $0.405 $33-1/4 $28-5/8
2nd Qtr $0.405 $34-1/4 $28-3/4
3rd Qtr $0.405 $33-7/8 $32-1/4
4th Qtr $0.405 $33 $28-1/4
For a recent closing sale price of the Common Stock, as reported on the
New York Stock Exchange, see the cover page hereof.
On January 16, 1996, the Company had 73,910 shareholders of record.
<PAGE>
USE OF PROCEEDS
Unless otherwise specified in a Prospectus Supplement, the Company
intends to use the net proceeds from the sale of the Additional Common Stock
offered hereby and by a Prospectus Supplement to reduce indebtedness, to
provide working capital and for other general corporate purposes.
DESCRIPTION OF COMMON STOCK
General
The following description of the terms of the Common Stock sets forth
general terms and provisions of the Common Stock to which any Prospectus
Supplement may relate. The number of shares of Additional Common Stock and
the purchase price and initial public offering price, if any, of such shares
offered by any Prospectus Supplement will be set forth therein. The
description of the Common Stock set forth below and in any Prospectus
Supplement does not purport to be complete and is subject to and qualified in
its entirety by reference to the Company's Second Restated Certificate of
Incorporation, as amended (the "Charter"), which is filed as an exhibit to the
Registration Statement of which this Prospectus is a part.
The total authorized stock of the Company consists of 350,000,000 shares
of Common Stock of the par value of $3.50 each. Each outstanding share of
Common Stock entitles the holder to one vote.
Dividends are payable on the Common Stock when and as determined by the
Company's Board of Directors, out of funds legally available therefor.
In the ordinary course, the payment to the Company by the Electric
Operating Subsidiaries of dividends on outstanding shares of their common
stock is the traditional source of the Company's dividend payments to its
shareholders. Such payment is subject to certain limitations or restrictions
contained in the Electric Operating Subsidiaries' respective mortgage
indentures which secure certain of their long-term debt. Unrestricted
retained earnings of the Electric Operating Subsidiaries aggregated
approximately $1.38 billion at September 30, 1995.
The holders of Common Stock are entitled to share ratably in the assets
of the Company in the event of liquidation. Shareholders do not have any
preemptive rights.
Change in Control and Business Combination Provisions
The Charter (i) provides for the classification of directors, with
three-year staggered terms, and a requirement of an affirmative vote of the
holders of 80% of the outstanding shares of Common Stock to remove any
director from office, and (ii) requires the affirmative vote of the holders of
(a) 80% of the outstanding shares of Voting Stock (as defined therein) and (b)
a majority of outstanding shares of Voting Stock of the Company, excluding any
shares beneficially owned by an Interested Shareholder (as defined therein),
to approve a Business Combination (as defined therein), unless the Business
<PAGE>
Combination shall have been approved by a majority of the Continuing Directors
(as defined therein) or unless a certain minimum price requirement is met in
connection with the applicable Business Combination.
Miscellaneous
The outstanding shares of Common Stock are, and the shares of Additional
Common Stock will upon issuance be, fully paid and nonassessable. The Company
will apply for the listing of the Additional Common Stock on the New York
Stock Exchange, effective upon official notice of issuance. Central and South
West Services, Inc. is the Transfer Agent and Registrar for the Common Stock.
PLAN OF DISTRIBUTION
The Company may sell the Additional Common Stock (i) through competitive
bidding, (ii) through negotiation with one or more underwriters, (iii) through
one or more agents designated from time to time, (iv) directly to purchasers
or (v) through any combination of the above. The Prospectus Supplement with
respect to the Additional Common Stock being offered thereby will set forth
the terms of the offering of such Additional Common Stock, including the name
or names of any underwriters and the amount of Additional Common Stock to be
purchased by each underwriter, the purchase price of such Additional Common
Stock and the proceeds to the Company from such sale, any underwriting
discounts and other items constituting underwriters' compensation, any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers. Any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may be changed from time
to time.
If an underwriter or underwriters are utilized in the sale, the Company
will execute an underwriting agreement with such underwriters at the time of
sale. The Additional Common Stock will be acquired by the underwriters for
their own account and may be resold from time to time in one or more
transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of the sale. Unless
otherwise indicated in the Prospectus Supplement, the underwriting agreement
will provide that the underwriter or underwriters are obligated to purchase
all of the Additional Common Stock offered in the Prospectus Supplement if any
are purchased.
If any of the Additional Common Stock is sold through an agent or agents
designated by the Company from time to time, the Prospectus Supplement will
name any such agent, set forth any commissions payable by the Company to any
such agent and set forth the obligations of such agent with respect to the
Additional Common Stock. Unless otherwise indicated in the Prospectus
Supplement, any such agent will be acting on a best efforts basis for the
period of its appointment.
In connection with the sale of the Additional Common Stock, any
purchasers, underwriters or agents may receive compensation from the Company
or from purchasers in the form of concessions or commissions. The
underwriters will be, and any agents and any dealers participating in the
<PAGE>
distribution of the Additional Common Stock may be, deemed to be underwriters
within the meaning of the Securities Act of 1933, as amended (the "Act"). The
agreement between the Company and any purchasers, underwriters or agents will
contain covenants of indemnity, and will provide for contribution by the
Company in respect of its indemnity obligations, between the Company and the
purchasers, underwriters or agents against certain liabilities, including
liabilities under the Act.
Certain of the underwriters or agents and their associates may engage
in transactions with, or perform services for, the Company and its affiliates
in the ordinary course of business.
LEGAL OPINIONS
Legal opinions relating to the validity of the Additional Common Stock
will be given by Milbank, Tweed, Hadley & McCloy, One Chase Manhattan Plaza,
New York, New York 10005, counsel for the Company, and Sidley & Austin, One
First National Plaza, Chicago, Illinois 60603, counsel for the Underwriters.
Sidley & Austin has from time to time represented the Company and certain of
its Electric Operating Subsidiaries in connection with certain matters.
EXPERTS
The audited consolidated financial statements and schedules of the
Company and its consolidated subsidiaries 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.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses in connection with the issuance and distribution
of the securities being registered, other than underwriting compensation, are:
Securities and Exchange Commission registration fee . . . .$122,156*
Public Utility Holding Company Act filing fee . . . . . . . 2,000*
Printing expenses . . . . . . . . . . . . . . . . . . . . . 40,000
Listing fee of the New York Stock Exchange . . . . . . . . 42,000
Accounting fees . . . . . . . . . . . . . . . . . . . . . . 50,000
Reimbursement of underwriters' expenses and counsel
fees in connection with qualification or
registration of the Additional Common Stock under
state securities or "blue sky" laws . . . . . . . . . . . 5,000
Expenses of Central and South West
Services, Inc. . . . . . . . . . . . . . . . . . . . . . 25,000
Counsel Fees:
Milbank, Tweed, Hadley & McCloy
New York, New York . . . . . . . . . . . . . . . . . . . 125,000
Miscellaneous and incidental expenses,
including travel, telephone, copying,
postage, etc. . . . . . . . . . . . . . . . . . . . . . . 88,844
--------
Total $500,000
========
_______________
* 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 Company, 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 such person 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.
<PAGE>
The Second Restated Certificate of Incorporation of the Company, as
amended, contains a provision that eliminates the personal liability of the
Company's directors to the Company 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 Company to the full extent permitted by the Delaware General Corporation
Law.
The Second Restated Certificate of Incorporation, as amended, and Bylaws
of the Company provide that directors and officers of the Company shall be
indemnified to the full extent permitted by the laws of the State of Delaware
against liability for certain of their acts. In addition, the Company has
purchased directors and officers liability insurance.
Item 16. Exhibits.
Exhibit
No. Description of Exhibits
1 - Form of Underwriting Agreement.
4(a) - Second Restated Certificate of Incorporation, as
amended, of the Company (incorporated herein by
reference to Exhibits 3.1 and 3.2 to the Company's
Form 10-Q for the Quarter ended June 30, 1995, File
No.
1-1443).
4(b) - Bylaws, as amended, of the Company (incorporated
herein by reference to Exhibit 3(b) to the Company'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 Company, as to the legality of the shares of
Additional 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 pages II-5 and II-6).
<PAGE>
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 the undertakings set forth in paragraphs (1)(a)
and (1)(b) do not apply if the registration statement is on Form S-3 and
the information required to be included in a post-effective amendment by
these 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;
<PAGE>
(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 the registration statement
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.
<PAGE>
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 foregoing
provisions, 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.
<PAGE>
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
January 22, 1996.
CENTRAL AND SOUTH WEST CORPORATION
By:/s/STEPHEN J. MCDONNELL
Stephen J. McDonnell
Treasurer
POWER OF ATTORNEY
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 and any registration statement
of the Company relating to Common Stock filed after the date hereof
pursuant to Rule 462(b) under the Securities Act of 1933, 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 January 22, 1996.
Signature Title
/s/E. R. BROOKS Chairman of the Board, President,
E. R. Brooks Chief Executive Officer (principal
executive officer)
/s/HARRY D. MATTISON Executive Vice President and Director
Harry D. Mattison
/s/THOMAS V. SHOCKLEY, III Executive Vice President
Thomas V. Shockley, III and Director
/s/GLENN D. ROSILIER Senior Vice President and
Glenn D. Rosilier Chief Financial Officer
(principal financial officer)
/s/WENDY G. HARGUS Controller (principal accounting
Wendy G. Hargus officer)
<PAGE>
Signature Title
/s/GLENN BIGGS Director
Glenn Biggs
/s/MOLLY SHI BOREN Director
Molly Shi Boren
/s/DONALD M. CARLTON Director
Donald M. Carlton
/s/THOMAS H. CRUIKSHANK Director
Thomas H. Cruikshank
/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
_____________________________ Director
Thomas J. Ellis
<PAGE>
INDEX TO EXHIBITS
Exhibit Transmission
No. Exhibit Method
1 Form of Underwriting Agreement. Electronic
4(a) Second Restated Certificate of Incorporated
Incorporation of the Company by Reference
(Incorporated herein by reference
to Exhibits 3.1 and 3.2 to the
Company's Form 10-Q for the
Quarter ended June 30, 1995, File
No. 1-1443).
4(b) Bylaws, as amended, of the Company Incorporated
(Incorporated herein by reference to by Reference
Exhibit 3(b) to the Company's Annual
Report on Form 10-K for the year ended
December 31, 1990, File No. 1-1443).
5 Opinion of Milbank, Tweed, Hadley & Electronic
McCloy, counsel for the Company, as
to the legality of the shares of
Additional 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 pages ---
II-5 and II-6).
<PAGE>
<PAGE>
EXHIBIT 1
<PAGE>
_______ Shares
CENTRAL AND SOUTH WEST CORPORATION
COMMON STOCK
($3.50 Par Value)
UNDERWRITING AGREEMENT
___________ __, 199__
Central and South West Corporation
1616 Woodall Rodgers Freeway
Dallas, Texas 75202
Dear Sirs:
We (the "Managers") understand that Central and South West
Corporation, a Delaware corporation (the "Company"), proposes to issue and
sell ___________ shares of its Common Stock, par value $3.50 per share (the
"Firm Shares"). The Company also proposes to issue and sell not more than an
additional ________ shares of its Common Stock, par value $3.50 per share (the
"Additional Shares") solely for the purpose of covering over-allotments, if
and to the extent that the Managers shall have determined to exercise, on
behalf of the underwriter or underwriters named in Schedule I hereto (such
underwriter or underwriters being herein called the "Underwriters"), the right
to purchase such shares of Common Stock granted to the Underwriters as
provided in Section 2 of the attached Underwriting Agreement. The Firm Shares
and the Additional Shares are hereinafter collectively referred to as the
"Offered Securities".
Subject to the terms and conditions set forth or incorporated by
reference herein, the Company hereby agrees to sell and the Underwriters agree
to purchase, severally and not jointly, the respective number of Firm Shares
set forth opposite their names in Schedule I hereto at the purchase price of
$____________ a share (the "Purchase Price"). If any Additional Shares are to
be purchased, the Company agrees to sell, and each Underwriter agrees to
purchase at the Purchase Price, severally and not jointly, the number of
Additional Shares (subject to such adjustments to eliminate fractional shares
as the Managers may determine) that bears the same proportion to the total
number of Additional Shares to be purchased as the number of Firm Shares set
forth in Schedule I hereto opposite the name of such Underwriter bears to the
total number of Firm Shares.
The Underwriters will pay for the Firm Shares at the offices of
Milbank, Tweed, Hadley & McCloy, 1 Chase Manhattan Plaza, New York, New York
10005 at 10:00 a.m., New York Time, on _________ __, 199__ or at such other
place and time, not later than __________ __, 199__, as shall be mutually
agreed. The Firm Shares shall be concurrently delivered to the Underwriters
at the offices of _________________________________.
<PAGE>
Payment for any Additional Shares shall be made in accordance with
Section 2 of the Underwriting Agreement.
The Offered Securities shall have the following terms:
Initial Per Share
Offering Price: $_______ per share
--------------
Underwriting Compensation: $_______ per share
-------------------------
Address for Notices
to Managers under
Underwriting Agreement:
----------------------
Payment Method: Immediately available Federal funds
--------------
All the provisions contained in the document entitled Central and
South West Corporation Underwriting Agreement Standard Provisions (Common
Stock-Shelf), dated ___________ __, 199__, a copy of which you and we have
previously received, are herein incorporated by reference in their entirety
and shall be deemed to be a part of this Underwriting Agreement to the same
extent as if such provisions had been set forth in full herein. References
herein and therein to numbered sections of the Underwriting Agreement shall
mean the numbered sections of the Standard Provisions.
Please confirm your agreement by having an authorized officer sign
a copy of this Underwriting Agreement in the space set forth below and
returning the signed copy to us. This Underwriting Agreement may be signed in
any number of counterparts with the same effect as if the signature thereto
and hereto were upon the same instrument. It is understood that our
acceptance of this agreement on behalf of each of the Underwriters is or will
be pursuant to the authority set forth in a form of Agreement Among
Underwriters, the form of which shall be submitted to the Company for
examination upon request.
<PAGE>
Very truly yours,
[Lead Underwriter]
[Co-Managers]
By: [Lead Underwriter]
By:______________________________
Title:___________________________
(Acting severally on behalf of themselves and
the several Underwriters named in Schedule I
hereto)
Accepted:
CENTRAL AND SOUTH WEST CORPORATION
By:_______________________________
<PAGE>
Schedule I
----------
Number of
Firm Shares
Underwriters to be Purchased
------------ ---------------
[Lead Underwriter] $
[Names of other Co-managers]
[Names of other Underwriters]
----------
Total $
===========
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
UNDERWRITING AGREEMENT
STANDARD PROVISIONS (COMMON STOCK-SHELF)
Dated _____________ __, 199__
From time to time Central and South West Corporation, a Delaware
corporation (the "Company"), may enter into one or more underwriting
agreements that provide for the sale of designated securities to the several
underwriters named therein. The standard provisions set forth herein may be
incorporated by reference in any such underwriting agreement and any such
underwriting agreement, including the provisions incorporated therein by
reference, is herein referred to as the "Underwriting Agreement".
The Company proposes to issue and sell to the underwriters named
in Schedule I to the Underwriting Agreement (the "Underwriters") the number of
shares (the "Firm Shares") of Common Stock, par value $3.50 per share, of the
Company as specified in Schedule I. In addition, solely for the purpose of
covering over-allotments, the Company proposes to grant to the Underwriters
the option to purchase from the Company up to an additional number of shares
of Common Stock, $3.50 par value per share, as specified in the Underwriting
Agreement (the "Additional Shares"). The Firm Shares and the Additional
Shares are hereinafter collectively referred to as the "Offered Securities".
The Offered Securities will have the terms and rights set forth in the
Underwriting Agreement and Prospectus (as hereinafter defined). The
Underwriting Agreement shall be in the form of an executed writing (which may
be in counterparts) and may be evidenced by an exchange by facsimile or any
other rapid transmission device designed to produce a written record of
communications transmitted.
1. Representations and Warranties of the Company.
(a) The Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-3 (File No.
33-_____), including a prospectus, relating to the Offered Securities, and the
offering thereof from time to time in accordance with Rule 415 under the
Securities Act of 1933, as amended (the "Securities Act"), and such
registration statement has become effective. The Company has prepared or will
promptly prepare for filing with, or transmission for filing to, the
Commission, pursuant to Rule 424 under the Securities Act, a Prospectus
Supplement (the "Supplement") for the purpose of supplying information in
respect of the public offering of the Offered Securities, the names of the
underwriter or group of underwriters and other matters. Said registration
statement, as amended at the time it became effective, and the prospectus, as
supplemented by the Supplement, relating to the Offered Securities in final
form as filed with the Commission pursuant to Rule 424 under the Securities
Act, are hereinafter called the "Registration Statement" and the "Prospectus",
respectively. The term "Basic Prospectus" means the prospectus included in
the Registration Statement. The term "preliminary prospectus" means a
preliminary prospectus supplement, if any, relating to the Offered Securities
together with the Basic Prospectus. Whenever the word "Registration
Statement", "registration statement", "Prospectus", "preliminary prospectus"
or "prospectus" is used herein it shall be deemed to include all documents
incorporated therein by reference pursuant to the requirements of Form S-3
under the Securities Act (the "Incorporated Documents").
<PAGE>
(b) The Commission has entered an order under the Public Utility
Holding Company Act of 1935, as amended (the "1935 Act") permitting to become
effective the Form U-1 Application-Declaration filed by the Company with
respect to the issue and sale of the Offered Securities. A copy of such order
heretofore entered by the Commission has been or will be delivered to the
Underwriters.
(c) Except as otherwise contemplated herein, no approval,
authorization, consent, certificate or order of any State commission or
regulatory authority is necessary with respect to the issuance or the sale of
the Offered Securities by the Company, except such as may be required by the
securities or Blue Sky laws of the various states in connection with the offer
and sale of the Offered Securities.
(d) The Basic Prospectus filed as a part of the registration
statement relating to the Offered Securities as originally filed, or as a part
of any amendment thereto, any preliminary prospectus at the time of its
issuance, and the Registration Statement and the Prospectus and any amendment
or supplement to the Registration Statement or the Prospectus as of their
effective or issue dates, and as of the Closing Date (as hereinafter defined),
complied or will comply, in each case in all material respects, with the
provisions of the Securities Act, and the rules and regulations of the
Commission under said Act, and neither the Registration Statement nor any
amendment thereto contains or will contain an untrue statement of a material
fact or omits or will omit to state a material fact required to be stated
therein or necessary in order to make the statements therein not misleading
and the Basic Prospectus, any preliminary prospectus, the Prospectus or any
amendment or supplement thereto does not include and will not include an
untrue statement of a material fact and does not omit and will not omit to
state a material fact required to be stated therein or necessary to make the
statements therein in light of the circumstances under which they were made
not misleading; provided that the foregoing representations and warranties in
this subsection (d) shall not apply to omissions from the Registration
Statement or Prospectus resulting from the failure of any of the Underwriters
to furnish the Company with the information pertaining to such Underwriters
and the underwriting of the Offered Securities required to complete the
Registration Statement or the Prospectus or to statements in or omissions from
the Prospectus made in reliance upon and in conformity with information
furnished in writing to the Company by any of the Underwriters for use in
connection with the preparation of the Prospectus.
(e) Except as the Company may have furnished supplemental
information to each prospective Underwriter or to the Managers prior to the
receipt of proposals to purchase the Offered Securities as to matters to be
reflected in the Prospectus, since the respective dates as of which
information is given in the Registration Statement and in the Prospectus,
there has been no (A) material adverse change in the condition, financial or
otherwise, or in the earnings of the Company or of the Company and its
subsidiaries consolidated, or (B) adverse development concerning the business
or assets of the Company or of the Company and its subsidiaries consolidated
which would result in a material adverse change in its prospective financial
condition or results of operations, except such changes as are set forth or
contemplated in such Registration Statement or the Prospectus (including the
financial statements and notes thereto included or incorporated by reference
in the Registration Statement).
<PAGE>
(f) The Company has been duly incorporated, is validly existing
as a corporation in good standing under the laws of the jurisdiction of its
incorporation, has the corporate power and authority to own its property and
to conduct its business as described in the Prospectus and is duly qualified
to transact business and is in good standing in each jurisdiction in which the
conduct of its business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so qualified or be
in good standing would not have a material adverse effect on the Company and
its subsidiaries, taken as a whole.
(g) Each of Central Power and Light Company ("CPL"), Public
Service Company of Oklahoma("PSO"), Southwestern Electric Power Company
("SWEPCO"), West Texas Utilities Company("WTU"), Transok, Inc. ("Transok")
(collectively, the "Operating Companies"), CSW Energy, Inc., CSW Credit, Inc.
and Central and South West Services, Inc. has been duly incorporated, is
validly existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, has the corporate power and authority to
own its property and to conduct its business as described in the Prospectus
and is duly qualified to transact business and is in good standing in each
jurisdiction in which the conduct of its business or its ownership or leasing
of property requires such qualification, except to the extent that the failure
to be so qualified or be in good standing would not have a material adverse
effect on the Company and its subsidiaries, taken as a whole.
(h) At or prior to the acceptance by the Company of a proposal
for the purchase of the Offered Securities, the Company will have taken all
corporate action necessary to be taken by it to authorize the acceptance of
such proposal and, at or before the Closing Date, will have taken all
corporate action necessary to be taken by it to authorize the performance by
it of all obligations on its part to be performed under the Underwriting
Agreement; and the consummation of the transactions contemplated in, and the
fulfillment of the terms of, the Underwriting Agreement will not result in a
breach of any of the terms and provisions of, or constitute a default under,
any indenture or other material agreement or instrument to which the Company
is a party at the Closing Date, or the Second Restated Certificate of
Incorporation, as amended (the "Charter") or by-laws of the Company, or any
order, rule or regulation applicable to the Company of any court or of any
state or Federal regulatory body or administrative agency having jurisdiction
over the Company or over its property.
(i) The authorized capital stock of the Company conforms as to
legal matters to the description thereof contained in the Prospectus.
(j) The shares of Common Stock outstanding prior to the issuance
of the Offered Securities have been duly authorized and are validly issued,
fully paid and non-assessable.
(k) The Offered Securities have been duly authorized and, when
issued and delivered in accordance with the terms of the Underwriting
Agreement, will be validly issued, fully paid and non-assessable, and the
issuance of such Offered Securities will not be subject to any preemptive or
similar rights.
(l) The Underwriting Agreement has been duly authorized, executed
and delivered by the Company.
<PAGE>
(m) Arthur Andersen LLP are independent accountants with respect
to the Company as required by the Securities Act and the applicable rules and
regulations thereunder.
(n) KPMG, Chartered Accountants, Registered Auditors are
independent accountants with respect to SEEBOARD plc as required by the
Securities Act and the applicable rules and regulations thereunder.
2. Purchase, Sale and Delivery of Offered Securities.
The Company is advised by the Managers that the Underwriters
propose to make a public offering of their respective portions of the Offered
Securities as soon after the Underwriting Agreement is entered into as in the
Managers' judgment is advisable. The terms of the public offering of the
Offered Securities are or will be set forth in the Prospectus.
The Company hereby grants to the several Underwriters the option
to purchase, and upon the basis of the warranties and representations and the
other terms and conditions herein set forth, the Underwriters shall have the
right to purchase, severally and not jointly, from the Company, ratably in
accordance with the number of Firm Shares to be purchased by each of them, all
or a portion of any Additional Shares, as provided in the Underwriting
Agreement, as may be necessary to cover over-allotments made in connection
with the offering of the Firm Shares, at the same purchase price per share to
be paid by the Underwriters to the Company for the Firm Shares. This option
may be exercised at any time (but not more than once) on or before the
thirtieth day following the date of the Underwriting Agreement, by written
notice to the Company. Such notice shall set forth the aggregate number of
Additional Shares as to which the option is being exercised, and the date and
time when the Additional Shares are to be delivered (such date and time being
herein referred to as the "Additional Closing Date"); provided, however, that
the additional time of purchase shall not be earlier than the Closing Date (as
defined below) nor earlier than the second business day [1] after the date on
which the option shall have been exercised nor later than the eighth business
day after the date on which the option shall have been exercised. The number
bears the same proportion to the aggregate number of Additional Shares being
purchased as the number of Firm Shares set forth opposite the name of such
Underwriter on Schedule I to the Underwriting Agreement bears to the total
number of Firm Shares (subject, in each case, to such adjustment as the
Managers may determine to eliminate fractional shares).
Payment for the Firm Shares shall be made by certified or official bank
check or checks payable to the Company or its order in immediately available
Federal funds (unless the Underwriting Agreement shall otherwise specify) at
the time and place set forth in the Underwriting Agreement upon delivery to
the Managers for the respective accounts of the several Underwriters of the
Firm Shares registered in such names and in such denominations as the Managers
shall request in writing not less than two full business days prior to the
date of delivery. If the Managers shall request that any certificates be
____________________
[1] As used herein "business day" shall mean a day on which the New York
Stock Exchange is open for trading.
<PAGE>
issued in a name or names other than that of any Underwriter agreeing to
purchase the Firm Shares, such Underwriter shall pay any transfer tax
resulting from such issuance. The Company agrees to have the Firm Shares
available for inspection, checking and packaging by the Managers at the
location indicated in the Underwriting Agreement not later than 1:00 P.M. on
the business day next prior to the Closing Date. The time and date of such
payment and delivery with respect to the Firm Shares are herein referred to as
the "Closing Date".
Payment of the purchase price for the Additional Shares shall be
made on the Additional Closing Date in the same manner and at the same office
as the payment for the Firm Shares. On the second business day preceding the
Additional Closing Date the Managers shall specify the names and denominations
in which certificates for the Additional Shares shall be delivered to the
Managers in definitive form. For the purpose of expediting the checking of
the certificates for the Additional Shares by the Managers, the Company agrees
to make such certificates available to the Managers for such purpose at least
one full business day preceding the Additional Closing Date.
3. Covenants of the Company.
The Company covenants and agrees with each of the Underwriters
that:
(a) As soon as practicable after the acceptance of a proposal to
purchase the Offered Securities, the Company will file the Supplement with the
Commission pursuant to Rule 424(b) of the Securities Act. The Company will
not file at any time prior to the Closing Date any other amendment to the
Registration Statement or any supplement to the Prospectus, or any other
amended prospectus or any document that upon the filing thereof would become
an Incorporated Document of which Sidley & Austin ("Underwriters' Counsel")
shall not previously have been advised and furnished with a copy or to which
the Managers shall reasonably object in writing.
(b) The Company will advise the Managers immediately, and confirm
such advice promptly in writing, of the effectiveness of any amendment to the
Registration Statement.
(c) The Company will notify promptly each of the Underwriters in
the event of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or in the event of the institution
or notice of intended institution by the Commission of any action or
proceeding for that purpose. In the event the Commission shall enter a stop
order suspending the effectiveness of the Registration Statement, whether
before or after the Offered Securities have been delivered to the Managers or
the Underwriters and paid for as provided in the Underwriting Agreement, the
Company will make every reasonable effort to obtain, as promptly as possible,
the entry by the Commission of an order setting aside any such stop order or
otherwise reinstating the effectiveness of the Registration Statement.
(d) The Company will deliver to each Manager, on or before the
Closing Date, one signed copy of the registration statement as originally
filed and of each amendment thereto (in each case including all exhibits
thereto, other than exhibits incorporated by reference), and will also deliver
to the Managers, for distribution to the Underwriters, a sufficient number of
<PAGE>
conformed copies of each of the foregoing (but without exhibits) so that one
copy of each may be distributed to each of the Underwriters. The Company will
also send to the Managers or to the Underwriters, without expense to them, as
soon as practicable after the date hereof, and thereafter from time to time
during a period of nine months after such date, as many copies of any
preliminary prospectus and the Prospectus as the Managers may reasonably
request for the purposes contemplated by the Securities Act.
(e) The Company will endeavor, when and as requested by the
Managers, to furnish information and otherwise cooperate in qualifying or
registering the Offered Securities for offer and sale under the securities or
"blue sky" laws of such jurisdictions as the Managers may designate, but the
Company shall not thereby be obligated to qualify as a foreign corporation in,
or to execute or file any general consent to service of process under the laws
of, any jurisdiction. The Company will pay the Underwriters' Counsel all
reasonable fees (including counsel fees) and expenses incurred by them in
connection with such qualification or registration of the Offered Securities
for offer or sale, not exceeding, however, $5,000 in the aggregate.
(f) If the Underwriting Agreement shall be terminated pursuant to
the provisions of Section 4 or 6(a), the Company will pay the reasonable fees
and disbursements of Underwriters' Counsel in connection with the contemplated
issue and sale of the Offered Securities, unless such termination is caused by
any default by the Managers or any of the Underwriters in the performance of
their respective obligations hereunder. Except as provided in this subsection
(f), the Underwriters shall pay the fees of Underwriters' Counsel and
reimburse such counsel for their reasonable expenses paid or incurred in
connection with the issue and sale of the Offered Securities. The Company
shall not in any event be liable to any of the Underwriters for damages on
account of loss of anticipated profits.
(g) If, during the period after the first date of the public
offering of the Offered Securities that in the opinion of counsel for the
Company the Prospectus is required by law to be delivered in connection with
sales by an Underwriter or dealer, any event relating to or affecting the
Company or its subsidiaries or of which the Company shall be advised in
writing by the Managers, shall occur as a result of which it is necessary, in
the opinion of counsel for the Company, to supplement or amend the Prospectus
in order to make the Prospectus not misleading in the light of the
circumstances existing at the time it is delivered to a purchaser of Offered
Securities from any of the Underwriters, the Company will forthwith at its
expense prepare and furnish to the Managers or to the Underwriters a
reasonable number of copies of a supplement or supplements or an amendment or
amendments to the Prospectus (in form satisfactory to Underwriters' Counsel)
which will supplement or amend the Prospectus so that, as so supplemented or
amended, it will not include any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary in order
to make the statements therein, in the light of the circumstances existing at
the time the Prospectus is delivered to such a purchaser, not misleading.
(h) The Company will make generally available to its security
holders, as soon as practicable, an earnings statement (which need not be
audited) covering a period of at least twelve months beginning not earlier
than the date of the Prospectus, which earnings statement shall satisfy the
requirements of Section 11(a) of the Securities Act.
<PAGE>
4. Conditions of Underwriters' Obligations.
The obligations of the Underwriters to purchase and pay for the
Offered Securities shall be subject to the performance by the Company of its
obligations to be performed under the Underwriting Agreement at or prior to
the Closing Date, to the continued accuracy in all material respects of the
representations and warranties of the Company contained in the Underwriting
Agreement, and to the following conditions:
(a) The Prospectus shall have been filed with the Commission
pursuant to Rule 424(b) within the applicable time period prescribed for such
filing and in accordance with Section 1(a) of this Agreement; no stop order
suspending the effectiveness of the Registration Statement shall have been
issued under the Securities Act, or proceedings therefor instituted or
threatened by the Commission, on or prior to the Closing Date.
(b) At or prior to the Closing Date the Underwriters shall have
received from Underwriters' Counsel an opinion (subject to the reservation
that they have relied upon the opinions of the several counsel for the
Operating Companies mentioned in subsection (d) and (e) of this Section 4, as
to the corporate organization and existence of the Operating Companies and as
to all other matters governed by the laws of the respective states or
jurisdictions in which such counsel for the operating companies practice),
substantially to the effect set forth in Exhibit A.
(c) At or prior to the Closing Date, the Underwriters shall have
received from Milbank, Tweed, Hadley & McCloy, counsel for the Company, an
opinion (subject to the same reservation as that expressed in subsection (b)
of this Section 4), substantially to the effect set forth in Exhibit B.
(d) At or prior to the Closing Date, the Underwriters shall have
received from Vinson & Elkins L.L.P., of Dallas, Texas, Doerner, Stuart,
Saunders, Daniel & Anderson, of Tulsa, Oklahoma, and Wagstaff, Alvis,
Stubbeman, Seamster & Longacre, L.L.P., of Abilene, Texas, counsel,
respectively, for CPL, PSO, WTU and Richard Zieren, Esq., General Counsel for
Transok, an opinion, substantially to the effect set forth in Exhibit C.
(e) At or prior to the Closing Date, the Underwriters shall have
received from Friday, Eldredge & Clark, of Little Rock, Arkansas, Wilkinson,
Carmody, Gilliam & Hussey, of Shreveport, Louisiana, Rainey, Ross, Rice &
Binns, of Oklahoma City, Oklahoma, and Coghlan, Crowson & Fitzpatrick, of
Longview, Texas, counsel for SWEPCO in the States of Arkansas, Louisiana,
Oklahoma and Texas, respectively, an opinion, substantially to the effect set
forth in Exhibit D.
(f) The Underwriters shall have received, on each of the date
hereof and the Closing Date, letters dated the date hereof or the Closing
Date, as the case may be, in form and substance satisfactory to the
Underwriters, from Arthur Andersen LLP and KPMG, Chartered Accountants,
Registered Auditors, independent public accountants, containing statements and
information of the type ordinarily included in accountants' "comfort letters"
to underwriters with respect to the financial statements and certain financial
information contained in the Registration Statement and the Prospectus.
<PAGE>
The form of letter shall reflect the inclusion of any subsequently
dated financial information, the incorporation by reference of any
subsequently filed Annual Report on Form 10-K or Quarterly Report on Form 10-Q
and/or the inclusion in the Prospectus of any statistical or financial
information.
Subsequent to the respective dates as of which information is
given in the Registration Statement and the Prospectus, there shall not have
been any change or decrease specified in the letter required by this
subsection (g) which is, in the judgment of the Managers, so material and
adverse as to make it impractical or inadvisable to proceed with the offering
or the delivery of the Offered Securities as contemplated by the Registration
Statement and the Prospectus.
(g) At the Closing Date the Managers shall have received a
certificate, dated as of the Closing Date, signed by the President or a Vice
President (including any Executive Vice President or Senior Vice President)
and the Treasurer or the Secretary of the Company, to the effect that (i) to
the best of the knowledge of the signers, no stop order suspending the
effectiveness of the Registration Statement has been issued under the
Securities Act and no proceedings therefor have been instituted or threatened
by the Commission, (ii) the order of the Commission referred to in subsection
(b) of Section 1 of the Underwriting Agreement is, to the best of the
knowledge of the signers, in full force and effect, and (iii) since the
respective dates as of which information is given in the Registration
Statement or Prospectus, there has been no (A) material adverse change in the
condition, financial or otherwise, or in the earnings of the Company and its
subsidiaries consolidated or (B) adverse development concerning the business
or assets of the Company and its subsidiaries consolidated which would result
in a material adverse change in their prospective financial condition or
results of operations, except such changes as are set forth or contemplated in
the Registration Statement or the Prospectus (including financial statements
and notes thereto contained in the Incorporated Documents).
In case any of the conditions specified in this Section 4 shall
not have been fulfilled, the Underwriting Agreement may be terminated by the
Managers with the consent of Underwriters who have agreed to purchase in the
aggregate more than fifty percent of the total principal amount of the Offered
Securities upon delivering written notice thereof to the Company. Any such
termination shall be without liability of any party to any other party except
as otherwise provided in subsection (f) of Section 3 of the Underwriting
Agreement.
5. Indemnification
(a) The Company agrees to indemnify and hold harmless each of the
Underwriters and each person, if any, who controls any of the Underwriters
within the meaning of Section 15 of the Securities Act or Section 20 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), from and
against any and all losses, claims, damages or liabilities, joint or several,
to which such Underwriter or such controlling person may become subject under
the Securities Act, the Exchange Act or the common law or otherwise, and to
reimburse each such Underwriter or such controlling person for any reasonable
legal or other expenses (including, to the extent hereinafter provided,
reasonable counsel fees) incurred by it or them in connection with defending
<PAGE>
against any such losses, claims, damages or liabilities, arising out of or
based upon any untrue statement or alleged untrue statement of a material fact
contained in (1) the Registration Statement, the Basic Prospectus, any
preliminary prospectus, or the Prospectus or any amendment to the Registration
Statement or amendment or supplement to the Prospectus, or any omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, or (2) the
Prospectus or the Prospectus as amended or supplemented, if such losses,
claims, damages or liabilities arise out of or are based upon the use of the
Prospectus or the Prospectus as amended or supplemented after the Company
shall have amended or supplemented the Prospectus, or any omission or alleged
omission to state therein a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that the indemnity agreement
contained in this subsection (a) shall not apply to any such losses, claims,
damages or liabilities arising out of or based upon (i) any such untrue
statement or alleged untrue statement, or any such omission or alleged
omission, if such statement or omission was made in reliance upon and in
conformity with information furnished in writing to the Company by any of the
Underwriters for use in the Registration Statement or the Prospectus or any
amendment or supplement to either thereof, (ii) any omission or alleged
omission from the Registration Statement or Prospectus or any amendment or
supplement thereto resulting from the failure of any of the Underwriters to
furnish the Company with the information or advice required by the
Underwriters' Questionnaire, or (iii) the failure of any Underwriter to
deliver (either directly or through the Managers) a copy of the Prospectus
(excluding the Incorporated Documents), or of the Prospectus as amended or
supplemented after it shall have been amended or supplemented by the Company
(excluding the Incorporated Documents), to any person to whom a copy of any
preliminary prospectus shall have been delivered by or on behalf of such
Underwriter to whom any Offered Securities shall have been sold by such
Underwriter, as such delivery may be required by the Securities Act and the
rules and regulations of the Commission thereunder.
(b) Each of the Underwriters agrees to indemnify and hold
harmless the Company, each of its officers who signs the Registration
Statement, each of its directors, each person who controls the Company within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act, each other Underwriter and each person, if any, who so controls any such
other Underwriter, from and against any and all losses, claims, damages or
liabilities, joint or several, to which any one or more of them may become
subject under the Securities Act, the Exchange Act or the common law or
otherwise, and to reimburse each of them for any reasonable legal or other
expenses (including, to the extent hereinafter provided, reasonable counsel
fees) incurred by them in connection with defending against any such losses,
claims, damages or liabilities of the character above specified arising out of
or based upon (i) any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or the Prospectus or any
amendment to the Registration Statement or amendment or supplement to the
Prospectus or upon any omission or alleged omission to state in any thereof a
material fact required to be stated therein or necessary to make the
statements therein not misleading if such statement or omission was made in
reliance upon and in conformity with information furnished in writing to the
Company by such Underwriter for use in the Registration Statement or the
Prospectus or any amendment or supplement to either thereof, or resulting from
<PAGE>
the failure of such Underwriter to furnish the Company with the information or
advice required by the Underwriters' Questionnaire, or (ii) the failure of
such Underwriter to deliver (either directly or through the Managers) a copy
of the Prospectus (excluding the Incorporated Documents), or of the Prospectus
as amended or supplemented after it shall have been amended or supplemented by
the Company (excluding the Incorporated Documents), to any person to whom a
copy of any preliminary prospectus shall have been delivered by or on behalf
of such Underwriter and to whom any Offered Securities shall have been sold by
such Underwriter, as such delivery may be required by the Securities Act and
the rules and regulations of the Commission thereunder.
(c) Promptly after receipt by a party indemnified under this
Section 5 (an "indemnified party") of notice of the commencement of any
action, such indemnified party will, if a claim in respect thereof is to be
made against a party granting an indemnity under this Section 5 (the
"indemnifying party"), notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party
will not relieve it from any liability which it may have to any indemnified
party otherwise than under this Section 5. In case any such action is brought
against any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein, and to the extent that it may elect by written notice delivered to
the indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof (thereby conceding that the
action in question is subject to indemnification by the indemnifying party
hereunder), with counsel satisfactory to such indemnified party; provided,
however, that if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to
those available to the indemnifying party, the indemnified party or parties
shall have the right to select separate counsel to assert and conduct such
legal defenses and to otherwise participate in the defense of such action on
behalf of such indemnified party or parties. Upon receipt of notice from the
indemnifying party to such indemnified party of its election so to assume the
defense of such action and approval by the indemnified party of counsel, the
indemnifying party will not be liable to such indemnified party under this
Section 5 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof unless (i) the
indemnified party shall have employed separate counsel in connection with the
assertion of legal defenses in accordance with the proviso to the next
preceding sentence (it being understood, however, that the indemnifying party
shall not be liable for the expenses of more than one separate counsel,
approved by the Managers in the case of subsection (a), representing the
indemnified parties under subsection (a) who are parties to such action), (ii)
the indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of commencement of the action or (iii) the indemnifying party has
authorized the employment of counsel for the indemnified party at the expense
of the indemnifying party; and except that, if clause (i) or (iii) is
applicable, such liability shall be only in respect of the counsel referred to
in such clause (i) or (iii).
<PAGE>
(d) If the indemnification provided for in this Section 5 shall
be unenforceable under applicable law by an indemnified party, the Company
agrees to contribute to such indemnified party with respect to any and all
losses, claims, damages and liabilities for which such indemnification
provided for in this Section 5 shall be unenforceable, in such proportion as
shall be appropriate to reflect the relative fault of the Company on the one
hand and the indemnified party on the other in connection with the statements
or omissions which have resulted in such losses, claims, damages and
liabilities, as well as any other relevant equitable considerations; provided,
however, that no indemnified party guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from the Company if the Company is not guilty of such
fraudulent misrepresentation. Relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or the indemnified party and
each such party's relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The
Company and each of the Underwriters agree that it would not be just and
equitable if contribution pursuant to this subparagraph were to be determined
solely by pro rata allocation or by any other method of allocation which does
not take account of the equitable considerations referred to above.
(e) The indemnity and contribution agreements contained in this
Section 5 and the representations and warranties of the Company in the
Underwriting Agreement shall remain operative and in full force regardless of
(i) any termination of the Underwriting Agreement, (ii) any investigation made
by or on behalf of any Underwriter or any person controlling any Underwriter
or by or on behalf of the Company, its directors or officers or any person
controlling the Company and (iii) delivery of and payment for any of the
Offered Securities.
6. Termination.
(a) If the Offered Securities are being purchased for the purpose
of resale, the Underwriting Agreement may be terminated, at any time prior to
the Closing Date, by the Managers with the consent of Underwriters who have
agreed to purchase in the aggregate more than fifty percent of the total
principal amount of the Offered Securities, if (a) there shall have occurred
any general suspension or material limitation on trading in securities on the
New York Stock Exchange or by the Commission or by any federal or state agency
or by the decision of any court any limitation on prices for such trading or
any restrictions on the distribution of securities, (b) trading in any
securities of the Company shall have been suspended by the Commission or a
national securities exchange, (c) a general banking moratorium on commercial
banking activities in New York shall have been declared either by federal or
New York State authorities or (d) there shall have occurred any outbreak or
material escalation of hostilities or other calamity or crisis, the effect of
which on the financial markets of the United States is such as to make it, in
the judgment of the Managers, impracticable to market the Offered Securities.
(b) Any termination of the Underwriting Agreement pursuant to
this Section 6 shall be without liability of any party to any other party
except as otherwise provided in subsection (f) of Section 3.
<PAGE>
7. Default by an Underwriter.
If any one or more Underwriters shall fail to purchase and pay for
any of the Firm Shares agreed to be purchased by such Underwriter or
Underwriters hereunder and such failure to purchase shall constitute a default
in the performance of its or their obligations under the Underwriting
Agreement, the remaining Underwriters shall be obligated severally to take up
and pay for (in the respective proportions which the amount of Firm Shares set
forth opposite their names in Schedule I to the Underwriting Agreement bears
to the aggregate amount of Firm Shares set forth opposite the names of all the
remaining Underwriters) the Firm Shares which the defaulting Underwriter or
Underwriters agreed but failed to purchase; provided, however, that in the
event that the aggregate amount of Firm Shares which the defaulting
Underwriter or Underwriters agreed but failed to purchase (less such aggregate
amount of Firm Shares as are purchased by substituted underwriters selected by
the Managers with the approval of the Company or selected by the Company with
the approval of the Managers) shall exceed 10% of the aggregate amount of Firm
Shares set forth in such Schedule I, the remaining Underwriters shall have the
right to purchase all, but shall not be under any obligation to purchase any,
of the Firm Shares, and if such nondefaulting Underwriters do not purchase all
the Firm Shares, the Underwriting Agreement will terminate without liability
to any nondefaulting Underwriter or the Company (except as otherwise provided
in subsection (f) of Section 3). In the event of a default by an Underwriter
as set forth in this Section 7, the Closing Date shall be postponed for such
period, not exceeding seven calendar days, as the Company and the Managers
shall determine in order that the required changes in the Registration
Statement and the Prospectus or in any other documents or arrangements may be
effected. Nothing contained in the Underwriting Agreement shall relieve any
defaulting Underwriter of its liability, if any, to the Company and any
nondefaulting Underwriter for damages occasioned by its default thereunder.
8. Notices.
All communications under the Underwriting Agreement will be
effective only on receipt, and, if sent to the Managers, will be mailed,
delivered or telegraphed and confirmed to them, at the address, or telephoned
to them at the number, specified in the Underwriting Agreement and to Sidley &
Austin, One First National Plaza, Chicago, Illinois 60603, attention: Wilbur
C. Delp, Jr.; or, if sent to the Company, will be mailed, delivered or
telegraphed and confirmed to it at Central and South West Corporation, 1616
Woodall Rodgers Freeway, Dallas, Texas 75202, attention of the Treasurer and
to Milbank, Tweed, Hadley & McCloy, 1 Chase Manhattan Plaza, New York, New
York 10005, attention Robert B. Williams, Esq.
9. Successors.
The Underwriting Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 5 of the
Underwriting Agreement, and no other person will have any right or obligation
hereunder and no other person (including a purchaser, as a purchaser, from any
Underwriter of any of the Offered Securities) shall acquire or have any rights
under or by virtue of the Underwriting Agreement.
<PAGE>
10. Governing Law.
The Underwriting Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
<PAGE>
EXHIBIT A
Opinion of Underwriters' Counsel
The opinion of the counsel for the Underwriters to be delivered pursuant
to Section 4(b) shall be substantially to the effect that:
(i) the Company has been duly incorporated and is a validly existing
corporation under the laws of the State of Delaware; and each of the Operating
Companies has been duly incorporated and is validly existing under the laws of
the state in which it was incorporated;
(ii) the Offered Securities have been duly authorized and issued, are
fully paid and nonassessable and have the rights set forth in the Charter; and
the certificates for the Offered Securities are in due and proper form;
(iii) the Offered Securities conform as to legal matters, in all material
respects, with the statements concerning them made in the Prospectus under the
caption "Description of Common Stock," and in the Prospectus Supplement under
the caption "Supplemental Description of Common Stock," and such statements
accurately set forth, in all material respects, the matters respecting the
Offered Securities which are required to be set forth in the Prospectus, as
supplemented by the Prospectus Supplement, by the Securities Act and the rules
and regulations under said Act (other than the accounting provisions thereof,
with respect to the requirements of which such counsel need express no opinion
or belief); and the stockholders of the Company have no preemptive rights with
respect to any of the Offered Securities;
(iv) the order of the Commission referred to in subsection (b) of
Section 1 of the Underwriting Agreement has been duly entered and, to the
knowledge of said counsel, is in full force and effect. Except for an order
of the Commission entered into with respect to the Registration Statement as
contemplated in paragraph (vi) below, no further approval, authorization,
consent, certificate or order of any Federal commission or regulatory
authority is necessary with respect to the issue and sale of the Offered
Securities by the Company as contemplated in the Underwriting Agreement;
(v) the Registration Statement on Form S-3 has become effective under
the Securities Act, and, to the knowledge of said counsel, no stop order
suspending the effectiveness of the Registration Statement has been issued and
no proceedings for such purpose have been instituted or are pending or
threatened under the Securities Act;
(vi) the Registration Statement, the Prospectus and the Prospectus
Supplement (other than financial statements, financial data, statistical data
and supporting schedules included or incorporated by reference therein, as to
which said counsel need express no opinion or belief) as of their respective
effective or issue dates complied as to form, in all material respects, with
the requirements of the Securities Act (or, where appropriate, the Exchange
Act) and the rules and regulations of the Commission thereunder;
(vii) the Underwriting Agreement has been duly authorized, executed and
delivered by the Company; and
<PAGE>
(viii) while, except as otherwise required or stated in said opinion,
said counsel are not passing upon and do not assume any responsibility for and
have not independently verified the accuracy, completeness or fairness of the
Registration Statement, the Prospectus or the Prospectus Supplement, and
relying as to materiality, to a large extent, upon the judgment of officers
and representatives of the Company, nothing has come to the attention of said
counsel which would lead said counsel to believe that the Registration
Statement relating to the Offered Securities or any amendment thereto (other
than financial statements, financial data, statistical data and supporting
schedules included or incorporated by reference therein, as to which said
counsel need express no opinion or belief) at the time it became effective
contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading or that (with the foregoing exception) the
Prospectus, as supplemented by the Prospectus Supplement, includes any untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading.
<PAGE>
EXHIBIT B
Opinion of Milbank, Tweed, Hadley & McCloy
The opinion of Milbank, Tweed, Hadley & McCloy, who may rely as to
certain matters on the opinion of Ferd. C. Meyer, Jr., General Counsel of the
Company, to be delivered pursuant to Section 4(c) shall be substantially to
the effect that:
(i) the Company has been duly incorporated and is a corporation validly
existing in good standing under the laws of the State of Delaware;
(ii) the Underwriting Agreement has been duly authorized by all
necessary corporate action on the part of the Company and has been duly
executed and delivered by the Company;
(iii) the issuance and sale of the Offered Securities have been duly and
validly authorized by all necessary corporate proceedings and when the Offered
Securities have been issued and paid for pursuant to the Underwriting
Agreement, the Offered Securities will be duly issued and fully paid and non-
assessable and have the rights set forth in the Charter; and the certificates
for the Offered Securities are in due and proper form;
(iv) the stockholders of the Company have no preemptive rights with
respect to any of the Offered Securities;
(v) the Offered Securities conform as to legal matters, in all material
respects, with the statements concerning them made in the Prospectus under the
caption "Description of Common Stock," and in the Prospectus Supplement under
the caption "Supplemental Description of Common Stock," and such statements
accurately set forth, in all material respects, the matters respecting the
Offered Securities which are required to be set forth in the Prospectus, as
supplemented by the Prospectus Supplement, by the Securities Act and the rules
and regulations thereunder (other than the accounting provisions thereof, with
respect to the requirements of which such counsel need express no opinion or
belief);
(vi) the order of the Commission referred to in subsection (b) of
Section 1 of the Underwriting Agreement has been duly entered and, to the
knowledge of said counsel, is in full force and effect. No further approval,
authorization, consent, certificate or order of any Federal commission or
regulatory authority is necessary with respect to the issuance and sale of the
Offered Securities by the Company as contemplated by the Underwriting
Agreement;
(vii) the Registration Statement on Form S-3 with respect to the Offered
Securities filed with the Securities and Exchange Commission pursuant to the
Securities Act has become effective and, to the knowledge of said counsel, no
stop order suspending the effectiveness of the Registration Statement has been
issued and no proceedings for such purpose have been instituted or are pending
under the Securities Act. Any required filing of the Prospectus pursuant to
Rule 424(b) under the Securities Act has been made within the time period
<PAGE>
required by Rule 424(b). The Prospectus including all documents incorporated
by reference pursuant to the requirements of Form S-3 under the Securities
Act, constituting a part thereof, may lawfully be used for the purposes
specified in the Securities Act in connection with the offer and sale of the
Offered Securities in the manner therein specified.
(viii) the Registration Statement, the Prospectus and the Prospectus
Supplement (other than financial statements and schedules and other financial
and statistical data included or incorporated by reference therein, as to
which said counsel need express no opinion) as of their respective effective
or issue dates appear on their face to be appropriately responsive in all
material respects to the requirements of the Securities Act (or, where
appropriate, the Exchange Act) and to the applicable rules and regulations of
the Commission under said statutes;
(ix) all outstanding shares of Common Stock of the Operating Companies
are owned directly by the Company, free and clear of any liens and
encumbrances;
(x) except as may be set forth in the Prospectus, to the best of such
counsel's knowledge there are no legal proceedings involving the Company
pending or threatened which might reasonably be expected to materially and
adversely affect the condition (financial or otherwise), results of operations
or properties of the Company; and
(xi) nothing has come to the attention of said counsel which gave them
reason to believe that the Registration Statement, Prospectus or the
Incorporated Documents, considered as a whole on the effective date of the
Registration Statement, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in
order to make the statements therein not misleading.
<PAGE>
EXHIBIT C
Opinions of Vinson & Elkins L.L.P.,
Doerner, Stuart, Saunders, Daniel & Anderson,
Wilkinson, Carmody, Gilliam & Hussey,
Wagstaff, Alvis, Stubbeman, Seamster & Longacre, L.L.P., and
Richard Zieren, Esq.
The opinions of Vinson & Elkins L.L.P., Doerner, Stuart, Saunders,
Daniel & Anderson, Wagstaff, Alvis, Stubbeman, Seamster & Longacre, L.L.P.,
and Richard Zieren, Esq., counsel and General Counsel, respectively, for
Central Power & Light Company, Public Service Company of Oklahoma,
Southwestern Electric Power Company, West Texas Utilities Company and Transok,
Inc., to be delivered pursuant to Section 4(d) shall be substantially to the
effect that:
(i) the companies each are duly incorporated and validly existing
under the laws of the respective states in which they are incorporated;
(ii) the companies each have the legal right to operate as public
utilities (or, in the case of Transok, Inc., as an intrastate natural gas
transmission pipeline) in the states in which they operate, respectively; and
(iii) except as may be set forth in the Prospectus, to the best
of such counsel's knowledge there are no legal proceedings involving the
respective companies pending or threatened which might reasonably be expected
to materially and adversely affect the condition (financial and otherwise),
results of operations or properties of the respective companies.
<PAGE>
EXHIBIT D
Opinions of Friday, Eldredge & Clark,
Wilkinson, Carmody, Gilliam & Hussey,
Rainey, Ross, Rice & Binns, and
Coghlan, Crowson & Fitzpatrick
The opinions of Friday, Eldredge & Clark, Wilkinson, Carmody,
Gilliam & Hussey, Rainey, Ross, Rice & Binns, and Coghlan, Crowson &
Fitzpatrick, counsel for Southwestern Electric Power Company ("SWEPCO") in the
States of Arkansas, Louisiana, Oklahoma and Texas, respectively, to be
delivered pursuant to Section 4(e) shall be substantially to the effect that
SWEPCO:
(i) has the legal right to operate as a public utility in the
states in which it operates; and
(ii) except as may be set forth in the Prospectus, to the best of
such counsel's knowledge there are no legal proceedings involving the company
pending or threatened which might reasonably be expected to materially and
adversely affect the condition (financial and otherwise), results of
operations or properties of the company.
<PAGE>
<PAGE>
EXHIBIT 5
<PAGE>
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, NY 10005
January 22, 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 13,000,000 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 13,000,000
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 included 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.
<PAGE>
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/JMH
<PAGE>
<PAGE>
EXHIBIT 23(a)
<PAGE>
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
January 22, 1996
<PAGE>
<PAGE>
EXHIBIT 23(b)
<PAGE>
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 19 January 1996
Registered Auditors
<PAGE>
