File No. 70-8557
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3 (POST-EFFECTIVE) TO
FORM U-1 APPLICATION-DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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CENTRAL AND SOUTH WEST CORPORATION SOUTHWESTERN ELECTRIC POWER COMPANY 1616
Woodall Rodgers Freeway 428 Travis Street Dallas, Texas 75202 Shreveport,
Louisiana 71156-0001
CENTRAL POWER AND LIGHT COMPANY WEST TEXAS UTILITIES COMPANY 539 North
Carancahua Street 301 Cypress Street Corpus Christi, Texas 78401-2802 Abilene,
Texas 79601-5820
PUBLIC SERVICE COMPANY OF OKLAHOMA CENTRAL AND SOUTH WEST
212 East Sixth Street SERVICES, INC.
Tulsa, Oklahoma 74119-1212 1616 Woodall Rodgers Freeway
Dallas, Texas 75202
(Names of companies filing this statement and addresses
of principal executive offices)
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CENTRAL AND SOUTH WEST CORPORATION
(Name of top registered holding company parent)
---------------------------------
Wendy G. Hargus, Treasurer
Central and South West Corporation
1616 Woodall Rodgers Freeway
Dallas, Texas 75202
Joris M. Hogan, Esq.
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
(Names and addresses of agents for service)
Central and South West Corporation ("CSW"), a Delaware Corporation and a
registered holding company under the Public Utility Holding Company Act of 1935,
as amended (the "Act"), and its subsidiary companies Central Power and Light
Company ("CPL"), Public Service Company of Oklahoma ("PSO"), Southwestern
Electric Power Company ("SWEPCO"), West Texas Utilities Company ("WTU") and
Central and South West Services, Inc. ("CSWS"), each referred to as a
"Subsidiary" and collectively referred to as the "Subsidiaries", hereby file
this Post-Effective Amendment No. 3 to the Form U-1 Application-Declaration in
File No. 70-8557 to amend Items 1, 2, 5 and 6, to remove Transok Inc. ("TOK"),
an Oklahoma corporation and former subsidiary of CSW, from the CSW Money Pool,
to request authorization to allow loans to the Subsidiaries through the Money
Pool to be secured by subordinated liens on certain assets of the Subsidiaries
and to extend the authority granted in this file 70-8557, including the
authority requested in this Post-Effective Amendment No. 3, through March 31,
2002. In all other respects, the Application-Declaration as previously filed and
as heretofore amended will remain the same. The Subsidiaries together with CSW
are referred to herein collectively as the "Applicants".
Item 1. Description of Proposed Transaction.
Item 1 is hereby amended to include the following
information:
Security For Loans to Subsidiaries
In view of the restrictions on the amount of unsecured short-term debt that
CPL, PSO, SWEPCO and WTU may have outstanding under the terms of their
respective charters, it is proposed that all borrowings under the Money Pool
will be secured by a subordinated lien on certain assets of the borrowing
company.
Any loan secured as herein described shall be evidenced by a promissory
note, which would, in the case of loans from CSW or any of its Subsidiaries, be
substantially in the form filed herewith as Amended Exhibit 4, and would be upon
such terms and conditions as have been previously described in this Application-
Declaration, as amended. Removal of TOK from CSW Money Pool
On June 6, 1996, TOK was sold by CSW to Tejas Gas Corporation.
Consequently, Item 1 is hereby further amended to delete all references therein
to TOK. The remaining parties to the Money Pool shall continue to maintain their
aggregate borrowing limits at the following levels:
CSW $1,200,000,000
CPL $ 300,000,000
PSO $ 125,000,000
SWEPCO $ 150,000,000
WTU $ 65,000,000
CSWS $ 110,000,000
Extension of Authority
By order dated March 21, 1995 (HCAR No. 26254), the Commission
reauthorized the CSW System's money pool authority through March 31, 1997.
Applicants respectfully request an extention of all previously granted and
currently requested authority in File No. 70-8557 through March 31, 2002.
Although Applicants have historically requested two-year extensions of their
authorization to effect short-term borrowings and Money Pool transactions, the
five-year extension requested herein is consistent with the Commission's recent
recommendation for a five-year authorization period for financing transactions.
See Part II, Chapter 1, of the Report of the Commission's Division of Investment
Management on the Regulation of Public Utility Holding Companies (June 1995).
Item 2. Fees, Commissions and Expenses.
An estimate of the fees and expenses to be paid or incurred by the
Applicants in connection with the proposed transactions additional to the fees
and expenses as previously set forth in the Application-Declaration is set forth
below:
Amount
--------
Counsel fees:
Milbank, Tweed, Hadley & McCloy
New York, New York....................... 3,000
Miscellaneous and incidental expenses
including travel, telephone and
postage.................................. 500
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Total $ 3,500
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Item 5. Procedure.
It is requested that the Commission issue and publish no later than October
25, 1996, the requisite notice under Rule 23 with respect to the filing of this
Amendment No. 3 (Post- Effective) to the Application-Declaration, such notice to
specify a date not later than November 18, 1996, as the date after which an
order granting and permitting this amended Application-Declaration to become
effective may be entered by the Commission and that the Commission enter not
later than November 19, 1996, an appropriate order granting and permitting this
amended Application-Declaration to become effective.
The Applicants respectfully request that appropriate and timely action be
taken by the Commission in this matter.
No recommended decision by a hearing officer or other responsible officer
of the Commission is necessary or required in this matter. The Division of
Investment Management of the Commission may assist in the preparation of the
Commission's decision in this matter. There should be no thirty-day waiting
period between the issuance and the effective date of any order issued by the
Commission in this matter, and it is respectfully requested that any such order
be made effective immediately upon the entry thereof.
Item 6. Exhibits and Financial Statements.
Item 6 is hereby amended to file the following
exhibits:
Amended
Exhibit 4 - Form of note to be executed by borrowing
Subsidiaries to CSW or other Subsidiaries
(to be filed by amendment).
Amended
Exhibit 5 - Preliminary opinion of Milbank, Tweed, Hadley &
McCloy, counsel to the Applicants (to be filed by
amendment).
Amended
Exhibit 6 - Financial statements as of June 30, 1996
of CSW and Subsidiaries (to be filed by
amendment).
Amended
Exhibit 7 - Final or "Past Tense" opinion of Milbank,
Tweed, Hadley & McCloy, counsel to the
Applicants (to be filed with Certificate
of Notification).
Amended
Exhibit 8 - Proposed Notice of Proceeding.
Amended
Exhibit 10 - Operation of Central and South West
System Money Pool (to be filed by
amendment).
S I G N A T U R E
- - - - - - - - -
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, as amended, the undersigned companies have duly caused this document to
be signed on their behalf by the undersigned thereunto duly authorized.
Dated: October 21, 1996
CENTRAL AND SOUTH WEST CORPORATION CENTRAL POWER AND LIGHT
COMPANY
By/s/WENDY G. HARGUS By/s/SHIRLEY S. BRIONES
Wendy G. Hargus Shirley S. Briones
Treasurer Treasurer
PUBLIC SERVICE COMPANY OF OKLAHOMA SOUTHWESTERN ELECTRIC POWER
COMPANY
By/s/SHRILEY S. BRIONES By/s/SHIRLEY S. BRIONES
Shirley S. Briones Shirley S. Briones
Treasurer Treasurer
WEST TEXAS UTILITIES COMPANY CENTRAL AND SOUTH WEST SERVICES,INC.
By/s/SHIRLEY S. BRIONES By/s/SHIRLEY S. BRIONES
Shirley S. Briones Shirley S. Briones
Treasurer Treasurer
INDEX OF EXHIBITS
EXHIBIT TRANSMISSION
NUMBER EXHIBIT METHOD
- ------- ------- ------------
4 Form of note to be executed by ---
borrowing Subsidiaries to CSW
or other Subsidiaries (to be
filed by amendment.
5 Preliminary opinion of Milbank, ---
Tweed, Hadley & McCloy, counsel
to the Applicants (to be filed
by amendment).
6 Financial statements as of June ---
30, 1996 of CSW and Subsidiaries
(to be filed by amendment).
7 Final or "Past Tense" opinion of ---
Milbank, Tweed, Hadley & McCloy,
counsel to the Applicants (to be
filed with Certificate of
Notification).
8 Proposed Notice of Proceeding. Electronic
10 Operation of Central and South ---
West System Money Pool (to be
filed by amendment).
EXHIBIT 8
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SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- )
Filings Under the Public Utility Holding Company Act of 1935 ("Act")
_____________ ___, 1996
Notice is hereby given that the following filing(s) has/have been made
with the Commission pursuant to provisions of the Act and rules promulgated
thereunder. All interested persons are referred to the application(s) and/or
declaration(s) for complete statements of the proposed transaction(s) summarized
below. The application(s) and/or declaration(s) and any amendment(s) thereto
is/are available for public inspection through the Commission's Office of Public
Reference.
Interested persons wishing to comment or request a hearing on the
application(s) and/or declaration(s) should submit their views in writing by
______________, 1996, to the Secretary, Securities and Exchange Commission,
Washington, D.C. 20549, and serve a copy on the relevant applicant(s) and/or
declarant(s) at the address(es) specified below. Proof of service (by affidavit,
or, in case of an attorney at law, by certificate) should be filed with the
request. Any request for hearing shall identify specifically the issues of fact
or law that are disputed. A person who so requests will be notified of any
hearing, if ordered, and will receive a copy of any notice or order issued in
the matter. After said date, the application(s) and/or declaration(s), as filed
or as amended, may be granted and/or permitted to become effective.
Central and South West Corporation, et al. (70-8557)
Central and South West Corporation ("CSW"), a registered
holding company, its service company subsidiary, Central and South West
Services, Inc. ("Services"), both located at 1616 Woodall Rodgers Freeway,
Dallas, Texas 75202, and five of its operating subsidiaries, Central Power and
Light Company ("CPL"), 539 North Carancahua Street, Corpus Christi, Texas
78401-2802, Public Service Company of Oklahoma ("PSO"), 212 East Sixth Street,
Tulsa, Oklahoma 74119-1212, Southwestern Electric Power Company ("SWEPCO"), 428
Travis Street, Shreveport, Louisiana 71156-0001 and West Texas Utilities Company
("WTU"), 301 Cypress Street, Abilene, Texas 79601-5820 (collectively, the
"Subsidiaries") have filed an application-declaration under Sections 6(a), 7,
9(a), 10, 12(b) and 12(f) of the Act and Rules 43 and 45 thereunder.
CSW and its Subsidiaries propose to continue, through March 31, 2002,
their short-term borrowing program, which includes the sale of commercial paper
by CSW to commercial paper dealers and financial institutions and the sale of
short-term notes to banks and their trust departments by CSW and the
Subsidiaries ("External Program") and the CSW System money pool ("Money Pool"),
as previously authorized by orders dated June 15, 1994, March 18, 1994,
September 28, 1993, March 31, 1993 and March 21, 1995 (HCAR Nos. 26066, 26007,
25897, 25777 and 26254) ("Prior Orders").
In view of certain restrictions on the amount of unsecured short-term
debt that CPL, PSO, SWEPCO and WTU may have outstanding under the terms of their
respective charters, it is proposed that all borrowings under the Money Pool
will be secured by a [subordinated] lien on certain assets of the borrowing
company.
The aggregate principal amounts of short-term borrowing outstanding at
any one time requested by CSW and its Subsidiaries are as follows: CSW - $1.2
billion; CP&L - $300 million; PSO - $125 million; SWEPCO - $150 million; WTU -
$65 million and Services - $110 million. The aggregate principal amount of
outstanding borrowings for CSW and its Subsidiaries together will not exceed
$1.2 billion.
For the Commission, by the Division of Investment Management, pursuant to
delegated authority.
Jonathan G. Katz
Secretary
