File No. 70-8087
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 7 (POST EFFECTIVE) TO
FORM U-1
APPLICATION-DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
________________________________
CENTRAL AND SOUTH WEST CORPORATION
1616 Woodall Rodgers Freeway
Dallas, Texas 75202
(Name of companies filing this statement and address
of principal executive office)
_________________________________
CENTRAL AND SOUTH WEST CORPORATION
(Name of top registered holding company parent)
_________________________________
Stephen J. McDonnell
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 "1935 Act"), hereby files this Amendment No. 7 (Post-
Effective) to the Form U-1 Application-Declaration in file No. 70-8087 for the
purposes of amending Item 6 of such Application-Declarations as set forth
below. In all other respects, the Application-Declaration as previously filed
will remain the same.
Item 6. Exhibits and Financial Statements.
Item 6 is hereby amended to reflect the filing herewith of Exhibits 4, 6
and 8, so that Item 6, as so amended, shall read in its entirety as
follows:
Exhibit 1 - Second Restated Certificate of Incorporation of
CSW as amended (Incorporated herein by reference
to Exhibit 3.1 to CSW's June 30, 1995 Form 10-Q,
File No. 1-1443).
Exhibit 2 - Certificate of Amendment to Second Restated
Certificate of Incorporation of CSW dated May 20,
1991 (Incorporated herein by
reference to Exhibit 3.2 to CSW's June 30, 1995
Form 10-Q, File No. 1-1443).
Exhibit 3 - Bylaws, as amended, of CSW (Incorporated herein by
reference to Exhibit 3(b) to CSW's 1990 Form 10-K,
File No. 1-1443).
Exhibit 4 - Preliminary opinion of Milbank, Tweed, Hadley &
McCloy, counsel to CSW.
Exhibit 5 - Final or "past-tense" opinion of Milbank, Tweed,
Hadley & McCloy, counsel to CSW (to be filed with
the Certificate of Notification).
Exhibit 6 - Financial Statements per books and pro forma as
of September 30, 1995.
Exhibit 7 - Proposed Notice of Proceeding (previously
filed).
Exhibit 8 - Form S-3 Registration Statement of CSW under the
Securities Act of 1933, as amended, relating to
the sale of 5,000,000 shares of the Common Stock.
S I G N A T U R E
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, as amended, the undersigned company has duly
caused this document to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: January 26, 1996
CENTRAL & SOUTH WEST CORPORATION
By: /s/STEPHEN J. MCDONNELL
Stephen J. McDonnell
Treasurer
INDEX OF EXHIBITS
EXHIBIT TRANSMISSION
NUMBER EXHIBITS METHOD
1 Second Restated Certificate of --
Incorporation of CSW as amended
(Incorporated herein by reference
to Exhibit 3.1 to CSW's June 30,
1995 Form 10-Q, File No. 1-1443).
2 Certificate of Amendment to --
Second Restated Certificate of
Incorporation of CSW dated
May 20, 1991 (Incorporated herein
by reference to Exhibit 3.2 to
CSW's June 30, 1995 form 10-Q,
File No. 1-1443).
3 Bylaws, as amended, of CSW --
(Incorporated herein by reference
to Exhibit 3(b) to CSW's 1990
Form 10-K, File No. 1-1443).
4 Preliminary opinion of Milbank, Electronic
Tweed, Hadley & McCloy, counsel
to CSW.
5 Final or "past-tense" opinion of --
Milbank, Tweed, Hadley & McCloy,
counsel to CSW (to be filed with
the Certificate of Notification).
6 Financial Statements per books and Electronic
pro forma as of September 30, 1995.
7 Proposed Notice of Proceeding __
(previously filed).
8 Form S-3 Registration Statement Electronic
of CSW under the Securities Act
of 1933, as amended, relating to
the sale of an additional 5,000,000
shares of the Common Stock.
<PAGE>
EXHIBIT 4
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
January 26, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Central and South West Corporation
Amendment No. 7 to Form U-1
Application-Declaration (File No. 70-8087)
Dear Sirs:
We refer to the Form U-1 Application-Declaration (File No. 70-8087)
under the Public Utility Holding Company Act of 1935, as amended (the
"Application-Declaration"), including Amendment No. 6 and Amendment No. 7
thereto filed by Central and South West Corporation ("CSW"), a Delaware
corporation and a registered public utility holding company. Amendment No. 6
relates to CSW's request for authorization to make certain amendments (the
"Plan Amendments") to its existing Dividend Reinvestment and Stock Purchase Plan
(as so amended, the "Plan"). We have acted as special counsel for CSW in
connection with the Plan Amendments and, as such counsel, we are familiar with
the corporate proceedings taken and to be taken by CSW in connection with the
Plan Amendments as described
in Amendment No. 6.
We have examined originals, or copies certified to our satisfaction,
of such corporate records of CSW, certificates of public officials, certificates
of officers and representatives of CSW and other documents as we have deemed it
necessary to require as a basis for the opinions hereinafter expressed. In such
examination we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity
with the originals of all documents submitted to us as copies. As to various
questions of fact material to such opinions we have, when relevant facts were
not independently established, relied upon certificates by officers of CSW
and other appropriate persons and statements contained in the Application-
Declaration and in Amendment No. 6.
Based upon the foregoing, and having regard to legal considerations
which we deem relevant, we are of the opinion that, in the event that the Plan
Amendments are consummated in accordance with Amendment No. 6 and the
Application-Declaration, as it may be further amended, and subject to the
assumptions and conditions set forth below:
1. CSW is validly organized and duly existing under the laws of
the State of Delaware.
2. All state laws applicable to the proposed Plan Amendments will
have been complied with.
3. Any shares of common stock, $3.50 par value per share (the
"Common Stock") issued or sold by CSW in connection with the Plan will be
validly issued, fully paid and non-assessable and the holders thereof will
be entitled to the rights and privileges appertaining thereto set forth in
the charter or other documents defining such rights and privileges.
4. The consummation of the proposed Plan Amendments will not
violate the legal rights of the holders of any securities issued by CSW or
any associate company of CSW.
The opinions expressed above in respect of the Plan Amendments
described in Amendment No. 6 are subject to the following assumptions or
conditions:
a. The Plan Amendments shall have been duly authorized and
approved to the extent required by state law by the Board of Directors of
CSW.
b. The Securities and Exchange Commission shall have duly entered
an appropriate order or orders granting and permitting the Application-
Declaration to become effective with respect to the Plan Amendments
described therein.
c. The Plan Amendments shall have been accomplished in accordance
with required approvals, authorizations, consents, certificates and orders
of any state commission or regulatory authority with respect to the
consummation of the Plan Amendments.
d. The price at which the shares of Common Stock will be sold
pursuant to the Plan will exceed the par value thereof.
e. No act or event other than as described herein shall have
occurred subsequent to the date hereof which would change the opinions
expressed above.
f. The consummation of the Plan Amendments shall be conducted
under our supervision and all legal matters incident thereto shall be
satisfactory to us.
We hereby consent to the use of this opinion as an exhibit to the
Application-Declaration.
Very truly yours,
/s/ MILBANK, TWEED, HADLEY & MCCLOY
Milbank, Tweed, Hadley & McCloy
RBW/JMH
INDEX EXHIBIT 6
TO
FINANCIAL STATEMENTS
Page
Number
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES
Consolidated Balance Sheets - Per Books and Pro Forma
as of September 30, 1995 2 - 3
Consolidated Statement of Income for the Twelve Months Ended
September 30, 1995 4
Consolidated Statement of Retained Earnings for the Twelve Months Ended
September 30, 1995 5
Statements of Long-Term Debt Outstanding as of September 30, 1995 6 - 9
Statements of Preferred Stock Outstanding as of September 30, 1995 10
CENTRAL AND SOUTH WEST CORPORATION (CORPORATE)
Balance Sheets - Per Books and Pro Forma as of September 30, 1995 11
Statement of Income for the Twelve Months Ended September 30, 1995 12
PRO FORMA ADJUSTMENTS TO BALANCE SHEETS 13
STATEMENT OF CHANGES 14
CAPITALIZATION RATIOS - Per books and Pro forma 15
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 16
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF SEPTEMBER 30, 1995
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
------ -------- --------
ASSETS
PLANT
Electric utility
Production $ 5,851 $5,851
Transmission 1,442 1,442
Distribution 2,641 2,641
General 807 807
Construction work in progress 441 441
Nuclear fuel 164 164
Gas 840 840
Other diversified 17 17
------- -------- --------
12,203 12,203
Less - Accumulated depreciation 4,146 4,146
-------- -------- --------
8,057 8,057
-------- -------- --------
CURRENT ASSETS
Cash and temporary cash investments 61 61
Accounts receivable 1,006 1,006
Materials and supplies, at average cost 169 169
Electric fuel inventory, substantially at
average cost 133 133
Gas inventory/products for resale 28 28
Accumulated deferred income taxes 34 34
Prepayments and other 52 52
-------- -------- --------
1,483 1,483
-------- -------- --------
DEFERRED CHARGES AND OTHER ASSETS
Deferred plant costs 515 515
Mirror CWIP asset - net 314 314
Other non-utility investments 328 328
Income tax related regulatory assets, net 278 278
Other 321 321
-------- -------- --------
1,756 1,756
-------- -------- --------
$11,296 $0 $11,296
======== ======== ========
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF SEPTEMBER 30, 1995
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
-------- -------- --------
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Common Stock Equity -
Common stock, $3.50 par value,
authorized 350,000,000 shares;
issued and outstanding 197,300,000
shares $673 17 $690
Paid-in capital 597 122 719
Retained earnings 1,914 (83) 1,831
-------- -------- --------
Total Common Stock Equity 3,184 56 3,240
Preferred stock
Not subject to mandatory redemption 292 292
Subject to mandatory redemption 34 34
Long-term debt 3,001 3,001
-------- -------- --------
Total Capitalization 6,511 56 6,567
-------- -------- --------
CURRENT LIABILITIES
Long-term debt/preferred stock
due within twelve months 32 32
Short-term debt 758 (56) 702
Short-term debt - CSW Credit 786 786
Accounts payable 253 253
Accrued taxes 167 167
Accrued interest 70 70
Refund due customers 22 22
Over-recovered fuel costs 35 35
Other 124 124
-------- -------- --------
2,247 (56) 2,191
-------- -------- --------
DEFERRED CREDITS
Income taxes 2,111 2,111
Investment tax credits 309 309
Mirror CWIP liability and other 118 118
-------- -------- --------
2,538 2,538
-------- -------- --------
$11,296 $0 $11,296
======== ======== ========
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1995
UNAUDITED
(Millions)
OPERATING REVENUES $3,456
--------
OPERATING EXPENSES AND TAXES
Fuel and purchased power 1,040
Gas purchased for resale 277
Gas extraction and marketing 110
Other operating 536
Charges for terminated merger 42
Maintenance 165
Depreciation and amortization 372
Taxes, other than federal income 184
Federal income taxes 93
--------
2,819
--------
OPERATING INCOME 637
--------
OTHER INCOME AND DEDUCTIONS
Mirror CWIP liability amortization 48
Other 63
--------
111
INCOME BEFORE INTEREST CHARGES 748
--------
INTEREST CHARGES
Interest on long-term debt 227
Interest on short-term debt and other 99
--------
326
--------
NET INCOME 422
Preferred stock dividends 18
--------
NET INCOME FOR COMMON STOCK $404
========
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1995
UNAUDITED
(Millions)
RETAINED EARNINGS AT SEPTEMBER 30, 1994 $1,841
Add: Net income for common stock 404
--------
2,245
Deduct: Common stock dividends 328
True-up of proir period liability 4
--------
RETAINED EARNINGS AT SEPTEMBER 30, 1995 $1,913
========
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING
AS OF SEPTEMBER 30, 1995
UNAUDITED
(Millions)
CENTRAL POWER AND LIGHT COMPANY
First mortgage bonds -
Series J, 6-5/8%, due January 1, 1998 $28
Series L, 7%, due February 1, 2001 36
Series T, 7-1/2%, due December 15, 2014 112
Series AA, 7-1/2%, due March 1, 2020 50
Series BB, 6%, due October 1, 1997 200
Series CC, 7-1/4%, due October 1, 2004 100
Series DD, 7-1/8%, due December 1, 1999 25
Series EE, 7-1/2%, due December 1, 2002 115
Series FF, 6-7/8%, due February 1, 2003 50
Series GG, 7-1/8%, due February 1, 2008 75
Series HH, 6%, due April 1, 2000 100
Series II, 7-1/2%, due April 1, 2023 100
Series JJ, 7-1/2%, due May 1, 1999 100
Series KK, 6-5/8%, due July 1, 2005 200
Installment sales agreements -
Pollution control bonds
Series 1974 7-1/8%, due June 1, 2004 8
Series 1977 6%, due November 1, 2007 34
Series 1984 7-7/8%, due September 15, 2014 6
Series 1986 7-7/8%, due December 1, 2016 60
Series 1993 6%, due July 1, 2028 120
Series 1995 6-1/10%, due July 28, 2028 101
Unamortized discount (6)
Unamortized costs of reacquired debt (97)
Amount to be redeemed within one year 1
--------
$1,518
--------
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF SEPTEMBER 30, 1995
UNAUDITED
(Millions)
PUBLIC SERVICE COMPANY OF OKLAHOMA
First mortgage bonds -
Series J, 5-1/4%, due March 1, 1996 $25
Series K, 7-1/4%, due January 1, 1999 25
Series L, 7-3/8%, due March 1, 2002 30
Series S, 7-1/4%, due July 1, 2003 65
Series T, 7-3/8%, due December 1, 2004 50
Series U, 6-1/4%, due April 1, 2003 35
Series V, 7-3/8%, due April 1, 2023 100
Series W, 6-1/2%, due June 1, 2005 50
Installment sales agreements -
Pollution control bonds
Series A, 5.9%, due December 1, 2007 35
Series 1984 7-7/8, due December 15, 2014 13
Unamortized discount (5)
Unamortized costs of reacquired debt (19)
Amount to be redeemed within one year (25)
--------
$379
--------
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF SEPTEMBER 30, 1995
UNAUDITED
(Millions)
SOUTHWESTERN ELECTRIC POWER COMPANY
First mortgage bonds -
Series V, 7-3/4%, due June 1, 2004 $40
Series W, 6-1/8%, due December 1, 1999 40
Series X, 7%, due September 1, 2007 90
Series Y, 6-5/8%, due February 1, 2003 55
Series Z, 7-1/4%, due July 1, 2023 45
Series AA, 5-1/4%, due April 1, 2000 45
Series BB, 6-7/8%, due October 1, 2025 80
1976 Series A, 6.2%, due November 1, 2006 7
1976 Series B, 6.2%, due November 1, 2006 1
Installment sales agreements -
Pollution control bonds
1978 Series A, 6%, due January 1, 2008 14
Series 1986, 8.2%, due July 1, 2014 82
1991 Series A, 8.2%, due August 1, 2011 17
1991 Series B, 6.9%, due November 1, 2004 12
Series 1992, 7.6%, due January 1, 2019 54
Bank loan, variable rate, due June 15, 2000 50
Railcar lease obligations 14
Unamortized discount and premium (3)
Unamortized costs of reacquired debt (44)
Amount to be redeemed within one year (4)
--------
$595
--------
WEST TEXAS UTILITIES COMPANY
First mortgage bonds -
Series 0, 9-1/4%, due December 1, 2019 $53
Series P, 7-3/4%, due July 1, 2007 25
Series Q, 6-7/8%, due October 1, 2002 35
Series R, 7%, due October 1, 2004 40
Series S, 6-1/8%, due February 1, 2004 40
Series T, 7-1/2%, due April 1, 2000 40
Installment sales agreement -
Pollution control bonds
Series 1984, 7-7/8%, due September 15, 2014 44
Unamortized discount and premium (1)
Unamortized costs of reacquired debt (26)
Amount to be redeemed within one year (1)
--------
$249
--------
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF SEPTEMBER 30, 1995
UNAUDITED
(millions)
TRANSOK, INC.
Note payable, 8.960%, due April 17, 2017 $15
Note payable, 8.280%, due April 16, 2007 3
Note payable, 8.130%, due April 16, 2002 3
Note payable, 8.125%, due April 22, 2002 17
Note payable, 8.900%, due May 21, 2012 5
Note payable, 7.810%, due May 20, 1999 3
Note payable, 8.250%, due May 20, 2004 1
Note payable, 8.170%, due May 22, 2003 2
Note payable, 7.750%, due May 21, 1999 5
Note payable, 8.170%, due May 28, 2004 2
Note payable, 8.280%, due June 3, 2003 4
Note payable, 8.340%, due June 2, 2004 2
Note payable, 8.350%, due August 27, 2012 5
Note payable, 7.350%, due August 26, 2002 5
Note payable, 7.330%, due August 26, 2002 1
Note payable, 7.320%, due August 28, 2002 14
Note payable, 6.750%, due December 1, 1999 15
Note payable, 7.800%, due March 1, 2004 10
Note payable, 7.770%, due March 1, 2004 3
Note payable, 7.780%, due December 15, 2004 2
Note payable, 7.730%, due December 15, 2004 1
Note payable, 7.670%, due March 1, 2004 1
Note payable, 7.650%, due May 15, 2002 5
Note payable, 7.650%, due May 15, 2002 5
Note payable, 7.650%, due December 23, 2003 11
Note payable, 6.850%, due March 18, 2005 1
Note payable, 6.850%, due March 18, 2005 1
Note payable, 6.900%, due March 1, 2005 6
Note payable, 6.990%, due March 24, 2005 5
Note payable, 6.860%, due March 28, 2005 12
Note payable, 7.750%, due April 24, 2023 10
Note payable, 6.840%, due April 25, 2005 3
Note payable, 7.750%, due April 26, 2023 5
Note payable, 6.810%, due April 26, 2003 7
Note payable, 6.600%, due April 29, 2003 2
Note payable, 6.710%, due April 30, 2004 1
Note payable, 6.930%, due May 5, 2005 1
Note payable, 7.070%, due May 5, 2008 1
Note payable, 7.000%, due January 12, 2004 5
--------
$200
CENTRAL AND SOUTH WEST SERVICES, INC. --------
Term loan facility, Variable rate, due
December 1, 2001 60
--------
$60
--------
TOTAL CONSOLIDATED $3,001
========
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF PREFERRED STOCK OUTSTANDING
AS OF SEPTEMBER 30, 1995
UNAUDITED
(Millions)
NOT SUBJECT TO MANDATORY REDEMPTION
CENTRAL POWER AND LIGHT COMPANY
4.00% Series, 100,000 shares $10
4.20% Series, 75,000 shares 8
7.12% Series, 260,000 shares 26
8.72% Series, 500,000 shares 50
Auction Money Market, 750,000 shares 75
Auction Series A, 425,000 shares 42
Auction Series B, 425,000 shares 42
Issuance expense (3)
--------
$250
--------
PUBLIC SERVICE COMPANY OF OKLAHOMA
4.00% Series, 97,900 shares $10
4.24% Series, 100,000 shares 10
--------
$20
--------
SOUTHWESTERN ELECTRIC POWER COMPANY
5.00% Series, 75,000 shares $8
4.65% Series, 25,000 shares 2
4.28% Series, 60,000 shares 6
--------
$16
--------
WEST TEXAS UTILITIES COMPANY
4.40% Series, 60,000 shares 6
--------
Total Consolidated $292
========
SUBJECT TO MANDATORY REDEMPTION
SOUTHWESTERN ELECTRIC POWER COMPANY
6.95% Series, 364,000 shares $36
Amount to be redeemed within one year (2)
--------
Total Consolidated $34
========
CENTRAL AND SOUTH WEST CORPORATION
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF SEPTEMBER 30, 1995
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
-------- -------- --------
ASSETS
Electric Utility
General $4 $4
Less - Accumulated depreciation (1) (1)
-------- -------- --------
NET PLANT 3 3
INVESTMENTS IN COMMON STOCK
OF SUBSIDIARY COMPANIES (at equity) 3,396 3,396
-------- -------- --------
CURRENT ASSETS
Cash and temporary cash investments 28 28
Advances to affiliates 323 323
Accounts receivable - Affiliated 206 206
Prepayments and other 6 6
-------- -------- --------
563 563
-------- -------- --------
DEFERRED CHARGES AND OTHER ASSETS 50 50
-------- -------- --------
$4,012 $0 $4,012
======== ======== ========
COMMON STOCK EQUITY
Common stock, $3.50 par value;
authorized 350,000,000 shares;
issued and outstanding 197,300,000
shares $673 17 $690
Paid-in capital 597 122 719
Retained earnings 1,914 (83) 1,831
-------- -------- --------
Total capitalization 3,184 56 3,240
-------- -------- --------
CURRENT LIABILITIES
Short-term debt 758 (56) 702
Accounts payable and other 40 40
-------- -------- --------
798 (56) 742
-------- -------- --------
DEFERRED CREDITS 30 30
-------- -------- --------
$4,012 0 $4,012
======== ======== ========
CENTRAL AND SOUTH WEST CORPORATION
STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1995
UNAUDITED
(Millions)
INCOME
Equity in earnings of subsidiaries
Central Power and Light Company $195
Public Service Company of Oklahoma 86
Southwestern Electric Power Company 122
West Texas Utilities Company 38
Transok, Inc. 25
CSW Credit, Inc. 7
CSW Energy, Inc. 8
CSW Leasing, Inc. 1
CSW International, Inc. (3)
CSW Communications, Inc. (1)
Central and South West Services, Inc. 0
Other Income 40
--------
$518
--------
EXPENSES AND TAXES
General and administrative expenses 83
Interest expense 51
Federal income taxes (20)
Other 0
--------
114
--------
NET INCOME $404
========
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
PRO FORMA ADJUSTMENTS TO BALANCE SHEETS
SEPTEMBER 30, 1995
UNAUDITED
(Millions)
DR CR
-------- --------
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES
These journal entries are for Dividend Reinvestment. Stock price 27.75
We estimate 3 million shares will be used for Dividend Reinvestment.
Retained Earnings 83
Dividends Payable 83
(For the portion of dividends to be reinvested)
Dividends Payable 83
Common Stock 10
Paid-in Capital 73
(Dividends converted to common stock)
These journal entries are for stock sold and debt retired. Stock price
27.75
We estimate 2 million shares will be sold outright.
Cash 56
Common Stock 7
Paid-in Capital 49
(Stock sold outright)
Short-term Debt 56
Cash 56
(Use cash proceeds to retire short-term debt)
CENTRAL AND SOUTH WEST CORPORATION (CORPORATE)
These journal entries are for Dividend Reinvestment. Stock price 27.75
We estimate 3 million shares will be used for Dividend Reinvestment.
Retained Earnings 83
Dividends Payable 83
(For the portion of dividends to be reinvested)
Dividends Payable 83
Common Stock 10
Paid-in Capital 73
(Dividends converted to common stock)
These journal entries are for stock sold and debt retired. Stock price
27.75
We estimate 2 million shares will be sold outright.
Cash 56
Common Stock 7
Paid-in Capital 49
(Stock sold outright)
Short-term Debt 56
Cash 56
(Use cash proceeds to retire short-term debt)
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
There have been no significant changes in the financial statements of
Central and South West Corporation and subsidiary companies subsequent to
September 30, 1995, other than in the ordinary course of business, except for
the SEEBOARD Tender Offer. See CSW Combined Quarterly Report on Form 10-Q
for the quarter ended September 30, 1995.
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CAPITALIZATION RATIOS
PER BOOKS AND PRO FORMA
AS OF SEPTEMBER 30, 1995
Common
Stock Preferred Long-term
Equity Stock Debt(*) Total
-------- -------- -------- --------
Central and South West Corporation
and Subsidiary Companies
(Consolidated) Per books 48.9% 5.0% 46.1% 100.0%
Central and South West Corporation
and Subsidiary Companies
(Consolidated) Pro forma 49.3% 5.0% 45.7% 100.0%
Central and South West Corporation (Corporate)
Per books 100.0% 0.0% 0.0% 100.0%
Central and South West Corporation (Corporate)
Pro forma 100.0% 0.0% 0.0% 100.0%
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The notes to consolidated financial statements included in Central and
South West Corporation's 1994 Annual Report on Form 10-K are hereby incorporated
by reference and made a part of this report.
Page
Reference
1994 Annual Report on Form 10-K pages 2-31 through 2-66
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 000018540
<NAME> CSW CONSOLIDATED
<MULTIPLIER> 1,000,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1995
<PERIOD-END> SEP-30-1995 SEP-30-1995
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 7,433 7,433
<OTHER-PROPERTY-AND-INVEST> 624 624
<TOTAL-CURRENT-ASSETS> 1,483 1,483
<TOTAL-DEFERRED-CHARGES> 515 515
<OTHER-ASSETS> 1,241 1,241
<TOTAL-ASSETS> 11,296 11,296
<COMMON> 673 690
<CAPITAL-SURPLUS-PAID-IN> 597 719
<RETAINED-EARNINGS> 1,914 1,831
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3,184 3,240
34 34
292 292
<LONG-TERM-DEBT-NET> 2,940 2,940
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 50 50
<COMMERCIAL-PAPER-OBLIGATIONS> 1,544 1,488
<LONG-TERM-DEBT-CURRENT-PORT> 26 26
2 2
<CAPITAL-LEASE-OBLIGATIONS> 11 11
<LEASES-CURRENT> 4 4
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3,209 3,209
<TOT-CAPITALIZATION-AND-LIAB> 11,296 11,296
<GROSS-OPERATING-REVENUE> 3,456 0
<INCOME-TAX-EXPENSE> 93 0
<OTHER-OPERATING-EXPENSES> 2,726 0
<TOTAL-OPERATING-EXPENSES> 2,819 0
<OPERATING-INCOME-LOSS> 637 0
<OTHER-INCOME-NET> 111 0
<INCOME-BEFORE-INTEREST-EXPEN> 748 0
<TOTAL-INTEREST-EXPENSE> 326 0
<NET-INCOME> 422 0
18 0
<EARNINGS-AVAILABLE-FOR-COMM> 404 0
<COMMON-STOCK-DIVIDENDS> 328 0
<TOTAL-INTEREST-ON-BONDS> 227 0
<CASH-FLOW-OPERATIONS> 739 0
<EPS-PRIMARY> 2.11 0
<EPS-DILUTED> 2.11 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 002
<NAME> CSW CORP
<MULTIPLIER> 1,000,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1995
<PERIOD-END> SEP-30-1995 SEP-30-1995
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 3 3
<OTHER-PROPERTY-AND-INVEST> 3,396 3,396
<TOTAL-CURRENT-ASSETS> 563 563
<TOTAL-DEFERRED-CHARGES> 50 50
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 4,012 4,012
<COMMON> 673 690
<CAPITAL-SURPLUS-PAID-IN> 597 719
<RETAINED-EARNINGS> 1,914 1,831
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3,184 3,240
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 758 702
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 70 70
<TOT-CAPITALIZATION-AND-LIAB> 4,012 4,012
<GROSS-OPERATING-REVENUE> 0 0
<INCOME-TAX-EXPENSE> (20) 0
<OTHER-OPERATING-EXPENSES> 83 0
<TOTAL-OPERATING-EXPENSES> 63 0
<OPERATING-INCOME-LOSS> (63) 0
<OTHER-INCOME-NET> 518 0
<INCOME-BEFORE-INTEREST-EXPEN> 455 0
<TOTAL-INTEREST-EXPENSE> 51 0
<NET-INCOME> 404 0
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 404 0
<COMMON-STOCK-DIVIDENDS> 328 0
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 416 0
<EPS-PRIMARY> 2.11 0
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</TABLE>
<PAGE>
EXHIBIT 8
DRAFT (01/05/96)
As filed with the Securities and Exchange Commission on January__, 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 51-0007707
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75266-0164
(214) 777-1000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Stephen J. McDonnell
Treasurer
Central and South West Corporation
1616 Woodall Rodgers Freeway
Dallas, Texas 75202
____________________
(Name, address, including zip code, and telephone number,
including area code, of agents for service)
Copies to:
ROBERT B. WILLIAMS, ESQ.
FERD. C. MEYER, JR. JORIS M. HOGAN, ESQ.
Senior Vice President and General Counsel Milbank,Tweed, Hadley& McCloy
1616 Woodall Rodgers Freeway Chase Manhattan Plaza
P.O. Box 660104 New York, New York 10005
Dallas, Texas 75202 (212) 530-5000
(214) 777-1000
____________________
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
____________________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [X]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, as amended, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. [ ]
_____________________
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
_____________________
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER UNIT* PRICE* FEE
- -----------------------------------------------------------------------
Common Stock,
$3.50 par value 5,000,000 $ $ $
per share shares
- -----------------------------------------------------------------------
* Estimated solely for purposes of determining the registration fee and,
pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
based upon the average of the high and low sale prices for the Common
Stock of Central and South West Corporation on January __, 1995, as
published in The Wall Street Journal report of New york Stock Exchange
Composite Transactions.
____________________
Pursuant to Rule 429 of the Commission under the Securities Act of
1933, as amended, the within prospectus relates to 5,000,000 shares of the
Common Stock of the Corporation covered hereby and [__,000,000] shares of the
Common Stock of the Corporation covered by Registration Statement
No. 33-50193, for which a filing fee of $51,270 was paid by the Corporation.
- --------------------------------------------------------------------------------
Subject to Completion, Dated January __, 1996
PROSPECTUS
CENTRAL AND SOUTH WEST CORPORATION
POWERSHARE DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
COMMON STOCK
($3.50 PAR VALUE)
The Central and South West Corporation (Corporation) PowerShare Dividend
Reinvestment and Stock Purchase Plan (Plan) provides a convenient and
inexpensive way for the Corporation's shareholders, employees and others
to reinvest dividends and purchase shares of the Corporation's common
stock, $3.50 par value per share (Common Stock). Non-shareholders of legal
age who are residents of the fifty States of the United States and the
District of Columbia may enroll in the Plan by making an initial cash
investment of $250.00. Employees and eligible retirees of the Corporation
and its subsidiaries may elect to purchase Common Stock through automatic
payroll or pension deductions with a minimum of $10.00 per pay period.
This Prospectus incorporates several amendments to the Corporation's current
Dividend Reinvestment and Stock Purchase Plan (Current Plan), including (a)
enabling non-shareholders of legal age who are residents of all fifty States of
the United States andthe District of Columbia to participate in the Plan, (b)
increasing the initial cash investment required for enrollment in the Plan by
non-shareholders, non-employees and non-retirees from $100 to $250 and (c)
changing the frequency ofinvestmentn shares of Common Stock by the Plan from
bi-monthly to weekly.
Participants in the Current Plan will be automatically enrolled in the amended
Plan unless they withdraw from participation. For further information
concerning the Plan and a glossary of capitalized terms used in this Prospectus,
see "Description of the Plan" beginning on page 5.
Under the Plan, Participants may elect any of the following reinvestment
options:
FULL DIVIDEND REINVESTMENT - Participants may automatically reinvest
cash dividends on all Registered Shares they hold and on all Plan
Shares credited to their accounts.
PARTIAL DIVIDEND REINVESTMENT - Participants may receive cash
dividends on a portion of the Registered Shares they hold and/or a
portion of the Plan Shares credited to their accounts, and
automatically reinvest the cash dividends on the remainder of such
shares.
NO DIVIDEND REINVESTMENT - Participants may receive cash dividends
on all Registered Shares they hold and on all Plan Shares credited
to their accounts.
Under any of the reinvestment options, Participants may make Optional Cash
Purchases at any time, of not less than $25 per payment and not more than
$100,000 per calendar year (Annual Limit).
Cash dividends, cash investments and payroll deductions under the Plan will be
used to purchase shares of Common Stock which, at the option of the Corporation,
will be either newly issued or will be purchased on behalf of Plan Participants
in the open market by an Independent Agent appointed by the Corporation. See
Question 11. The Corporation will select Independent Agents based on fees and
service.
The price of shares purchased in the open market under the Plan will be the
weighted average price at which the Independent Agent acquires the shares as
discussed in Question 17. The price of newly issued shares acquired under the
Plan will be the average of the high and low price of the Corporation's Common
Stock as also discussed in Question 17.
The price of shares sold by Participants under the Plan will be the weighted
average price at which the Independent Agent sells shares less applicable fees
and/or commissions. Sales of shares through the Plan are discussed in Questions
20 through 22.
A Plan Participant will have applicable fees and/or commissions deducted from
the funds used to purchase shares acquired or sales proceeds of shares sold
under the Plan. See Question 19 for a description of such fees and commissions.
To the extent required by applicable law in certain jurisdictions, including
[Arizona, Florida, Maine, Nebraska, North Carolina, North Dakota, Oklahoma and
Vermont], shares of Common Stock offered under the Plan to persons not presently
shareholders are offered only through a registered broker-dealer in such
jurisdictions.
This Prospectus relates to [_,000,000] shares of Common Stock of the Corporation
and should be retained for future reference. The Corporation's Common Stock is
listed on the New York Stock Exchange and the Chicago Stock Exchange under the
symbol "CSR".
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
_____________________
The date of this Prospectus is ____________ __, 1996.
***************************************************************************
* Information contained herein is subject to completion or amendment. A *
* registration statement relating to these securities has been filed with *
* the Securities and Exchange Commission. These securities may not be sold*
* nor may offers to buy be accepted prior to the time the registration *
* statement becomes effective. This prospectus shall not constitute an *
* offer to sell or the solicitation of an offer to buy nor shall there be *
* any sale of these securities in any State in which such offer, *
* solicitation or sale would be unlawful prior to registration or *
* qualification under the securities laws of any such State. *
***************************************************************************
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the Exchange Act
and in accordance therewith files reports, proxy or information statements and
other information with the Securities and Exchange Commission (Commission).
Such reports, proxy or information statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C., 20549-1004, and at the
following Regional Offices of the Commission: Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511; 7 World
Trade Center, New York, New York 10048. Copies of such material can also be
obtained at prescribed rates from the Public Reference Section of the
Commission at its principal office at 450 Fifth Street, N.W., Washington,
D.C. 20549. The Corporation's Common Stock is listed on the New York Stock
Exchange and the Chicago Stock Exchange. Such reports, proxy statements and
other information concerning the Corporation may be inspected at such exchanges.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Corporation with the Commission
pursuant to the Exchange Act are incorporated by reference in this Prospectus:
(a) The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1994.
(b) The Corporation's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995, June 30, 1995 and September 30, 1995 and the
Corporation's Form 10-Q/A for the quarter ended September 30, 1995.
(c) The Corporation's Current Reports on Form 8-K dated January 17, 1995,
April 6, 1995, May 23, 1995, June 9, 1995, July 10, 1995, September 6,
1995, September 27, 1995, September 28, 1995 and October 12, 1995.
(d) The description of the Common Stock which is contained in the
Corporation's registration statement filed under Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
including any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Corporation pursuant to Sections 13, 14
or 15(d) of the Exchange Act, prior to termination of the offering of Common
Stock pursuant to the Plan, shall be deemed also to be incorporated by reference
herein and a part hereof from their respective dates of filing. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Corporation hereby undertakes to provide without charge to each person to
whom this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any or all of the foregoing documents incorporated herein by
reference(not including exhibits to such documents which are not specifically
incorporated by reference in such documents). Requests for such copies should
be directed toCentral and South West Corporation, Shareholder Services
Department, P.O. Box 660164, Dallas, Texas 75266-0164, or by calling our
toll-free number 1-800-527-5797.
THE CORPORATION
The Corporation is a registered public utility holding company under the Public
Utility Holding Company Act of 1935, as amended. The Corporation owns all of
the outstanding shares of common stock of four electric operating Subsidiaries:
Central Power and Light Company, Public Service Company of Oklahoma,
Southwestern Electric Power Company, and West Texas Utilities Company
(collectively, the "Electric Operating Subsidiaries"). These companies provide
electric service to approximately [1.6] million customers in a widely
diversified area covering [152,000] square miles in portions of the States of
Arkansas, Louisiana, Oklahoma and Texas. This area is one of the largest served
by any electric utility system in the United States.
Other major Subsidiaries owned by the Corporation are Transok, Inc., a natural
gas, gathering, transmission, processing, storage and marketing company, which
transports for and sells natural gas to the Electric Operating Subsidiaries as
well as processing, transporting and selling natural gas for and to
non-affiliates; CSW Energy, Inc. and CSW International, Inc., which pursue
cogeneration projects and other energy ventures within the United States and
internationally; CSW Credit, Inc., which purchases the accounts receivable of
Transok and certain non-affiliated electric and gas utilities; CSW
Communications, Inc., which provides communication services to the Electric
Operating Subsidiaries, Transok and certain non-affiliates; CSW Leasing, Inc.,
which invests in leveraged leases; and Central and South West Services, Inc.,
which performs, at cost, various professional services to the Corporation and
its Subsidiaries. The Corporation's offices are located at 1616 Woodall Rodgers
Freeway, P.O. Box 660164, Dallas, Texas 75266-1064.
USE OF PROCEEDS
Since the requirements of Plan Participants may be satisfied by either the
issuance of new shares of Common Stock by the Corporation, or the purchase of
shares of Common Stock by an Independent Agent in the open market, the number of
shares of Common Stock, if any, that the Corporation ultimately will sell under
the Plan, or the prices at which such shares will be sold, is not known. If new
shares of Common Stock are issued by the Corporation under the Plan, the
proceeds from the sale will be used for repayment of long-or short-term
indebtedness, for working capital or for other general corporate purposes.
If shares are purchased by an Independent Agent for Participants in the open
market, the Corporation will not receive any proceeds.
DESCRIPTION OF THE PLAN
The following description, which is set forth in question and answer form,
constitutes a complete statement of the Plan:
DEFINITIONS
ANNUAL LIMIT - A Participant may make Optional Cash Purchases up to a
maximum of $100,000 per calendar year.
AUTOMATIC ELECTRONIC INVESTMENT AUTHORIZATION CARD - The form to be
completed by a Participant in order to set up automatic drafts from banks and
other financial institutions for Optional Cash Purchases.
AUTOMATIC ELECTRONIC INVESTMENT - Optional Cash Purchases by means of
electronic funds transfer.
BUSINESS DAY - Any day on which the New York Stock Exchange is open for
the business of trading securities.
CHANGE AUTHORIZATION CARD - The form to be completed by a Participant to
make changes in reinvestment options or other account changes.
CASH DIVIDEND - The cash dividend payable on shares of Common Stock.
CURRENT PLAN - The Corporation's current Dividend Reinvestment and Stock
Purchase Plan.
DIVIDEND PAYMENT DATE - The date on which dividends declared by the
Corporation's board of directors are payable on the Corporation's Common Stock,
usually the last business day of February, May, August and November.
DIVIDEND RECORD DATE - The date on which a person or entity must be a
registered shareholder of Common Stock in order to receive a given dividend,
usually the 5th business day of February, May, August and November.
ELIGIBLE AREA - The fifty States of the United States and the District of
Columbia.
EMPLOYEE/RETIREE ENROLLMENT FORM - The form to be completed by employees
or eligible retirees of the Corporation or its Subsidiaries in order to enroll
in the Plan.
ENROLLMENT FORM - The form to be completed by (i) a non-shareholder
resident of the fifty States of the United States and the District of Columbia
(other than employees or retirees of the Corporation or its Subsidiaries) in
order to enroll in the Plan, or (ii) existing holders of Registered Shares of
Common Stock (other than employees or retirees of the Corporation or its
Subsidiaries), in order to enroll in the Plan.
INDEPENDENT AGENT - The agent or agents appointed by the Corporation who
act on behalf of Plan Participants in (i) buying Common Stock on the open market
if bought during a period in which the Corporation elects not to satisfy the
requirements of Plan Participants with newly issued shares and/or (ii) selling
Plan Shares for Participants.
INVESTMENT DATE - The date on which purchases of shares of Common Stock
commence for investment during a given Investment Period under the Plan. Shares
will be purchased commencing each Monday of each week (or, if not a Business
Day, the next succeeding Business Day).
INVESTMENT PERIOD - The period for Plan investments on behalf of
Participants, which commences on an Investment Date and continues through and
includes the date preceding the next succeeding Investment Date.
OPTIONAL CASH PURCHASES - Purchase of Common Stock through direct cash
payments or Automatic Electronic Investments submitted by Participants under the
Plan, as authorized in writing by a Participant.
PARTICIPANT - An eligible individual or entity that has enrolled in the
Plan according to the Corporation's applicable procedures.
PLAN - The Corporation's PowerShare Dividend Reinvestment and Stock
Purchase Plan, as described in this Prospectus.
PLAN DIVIDEND - The cash dividend payable on shares of Common Stock held
by the Corporation in the Plan.
PLAN SHARES - The shares of Common Stock held by the Corporation in a
Participant's Plan account.
REGISTERED SHARES - The shares of Common Stock for which a Participant
holds a stock certificate registered on the stock transfer records of the
Corporation in the name of the Participant.
SAFEKEEPING SERVICE - The service allowing Plan Participants to deposit
all of their Common Stock certificates with Shareholder Services for credit to
their Plan account. Deposited shares will be held in book entry form.
SHAREHOLDER SERVICES - The department of the Corporation that administers
the Plan and keeps records of each Participant's Plan participation.
SUBSIDIARIES - All entities that are controlled by the Corporation
through direct or indirect ownership of a majority of such entities' voting
shares.
PURPOSE
1. What is the purpose of the Plan?
The Plan offers shareholders, non-shareholders of legal age who are
residents of the Eligible Area, employees and eligible retirees of the
Corporation or its Subsidiaries a convenient and economical way to purchase the
Corporation's Common Stock. Once Participants are enrolled in the Plan, cash
dividends, as well as any cash investments and/or payroll or pension deductions,
may be used to purchase shares of Common Stock.
Each Participant should recognize that the Corporation cannot assure any
Participant of a profit or protect the Participant against a loss on the shares
of Common Stock purchased under the Plan. The use of the term "Plan" does not
indicate that the Plan functions as a retirement plan, whether qualified or
non-qualified. The Plan does not enjoy any preferred tax status and all
dividends on Participant's Plan Shares and Registered Shares are taxable. See
Question 34.
FEATURES
2. What are the main features of the Plan?
- Participants may elect to have Cash Dividends on all or a portion of
their shares of Common Stock automatically reinvested. Dividend payments not
reinvested will be paid to Participants by check or through electronic direct
deposit.
- Participants may make Optional Cash Purchases of up to $100,000 per
calendar year (Annual Limit) for the purchase of Common Stock.
- Non-shareholders of legal age who are residents of the Eligible Area
may enroll in the Plan by making a minimum initial cash investment of $250.00 to
purchase Common Stock under the terms of the Plan.
- Employees and eligible retirees of the Corporation or its Subsidiaries
may purchase shares of Common Stock through automatic payroll or pension
deductions.
- Full investment of funds is possible under the Plan (subject to minimum
and maximum purchase requirements) because both full and fractional shares will
be credited to Participants' Plan accounts.
- Participants may deposit all of their certificates of Common Stock with
Shareholder Services for safekeeping and will receive credit to their Plan
accounts for such shares.
- Participants will receive quarterly statements of account with a record
of their activity as soon as practicable following each Dividend Payment Date,
and written confirmations of investments upon opening Plan accounts or making
Optional Cash Purchases of Plan Shares. Statements of account are a
Participant's continuing record of transactions and should be retained for tax
purposes.
- Through the Plan Participants may sell shares of Common Stock held or
deposited in their Plan accounts.
- By utilizing volume commission discounts from Independent Agents, the
Plan is able to provide investors with an economical means to purchase and sell
shares of the Corporation's Common Stock.
3. What are the differences between this Plan and the Current Plan?
The amendments to the Corporation's Current Plan are intended primarily
to make the Plan more attractive and available to investors, and to make the
Plan more cost-effective to both investors and the Corporation. These changes
include:
- The Plan is now available to non-shareholder residents of legal age in
the Eligible Area. (Formerly, only registered shareholders and non-shareholder
residents of legal age in the States of Arkansas, Louisiana, Oklahoma and Texas
were eligible to participate)
- Minimum initial purchase limits have been increased:
- As with the Current Plan, limits for Optional Cash Purchases under
the Plan are a minimum purchase per transaction of $25 and maximum
purchases of $100,000 annually.
- An initial purchase of $250 is required from eligible persons
other then existing shareholders, employees and eligible retirees to
begin participation in the Plan. (Formerly, the minimum initial
purchase was $100). As with the Current Plan, the minimum
purchase for employees and eligible retirees by payroll/pension
deduction is $10.
- The Plan includes a Safekeeping Service which permits shareholders
to deposit certificates into the Plan, reducing their risk of loss
of physical certificates and making it convenient for shareholders
to hold all stock in one account.
- Shareholders may sell through the Plan shares, including odd-lots,
deposited into their Plan accounts and all Plan Shares (but not
other shareholdings).
- To avoid potential abuses of the economies offered in connection
with Sales through the Plan (e.g., excessive closing and reopening
of accounts), the Corporation, will not permit Participants who
terminate their account to re-enroll in the Plan until twelve months
after such termination.
- The Plan retains the flexibility to satisfy obligations for shares
purchased through the Plan from newly issued shares or shares
purchased on the open market.
ADMINISTRATION
4. Who administers the Plan?
Administration of the Plan is shared between the Corporation and the
Independent Agent. Shareholder Services will have primary responsibility to
administer the Plan. Among other things, Shareholder Services will keep a
continuous record of participation and send each Participant a quarterly
statement of his/her Plan account. If the Corporation elects to meet the
requirements of Participants by purchasing shares of Common Stock in the open
market, the Independent Agent will act on behalf of Participants in buying such
shares. The Independent Agent will also sell Plan Shares on behalf of
Participants. In addition, the Independent Agent will provide Shareholder
Services with verification of the calculation of price of newly issued shares
sold to Participants through the Plan.
The Corporation reserves the right to interpret and regulate the Plan as
deemed necessary or desirable. Neither the Corporation nor its Independent
Agent will be liable for any act done in good faith or for any omission to act
in good faith, including, without limitation, any claim of liability arising
out of failure to terminate a Participant's account upon the Participant's
death prior to receipt of written notice of such death.
5. Who should I contact with questions concerning the Plan and its
administration?
You may contact the Corporation with questions concerning the Plan by
writing to:
Shareholder Services
Central and South West Corporation
P.O. Box 660164
Dallas, Texas 75266-0164
or by calling Shareholder Services toll-free at 1-800-527-5797.
6. May the Plan be modified or discontinued?
The Corporation reserves the right to suspend, modify or discontinue the
Plan at any time including but not limited to the right to modify the fees and
commissions charged to Participants. Any suspension, major modification or
discontinuance of the Plan will be announced by the Corporation to all
Participants.
PARTICIPATION
7. Who is eligible to participate in the Plan?
All holders of the Corporation's Common Stock who hold Registered Shares,
non-shareholders of legal age who are residents of the Eligible Area, and
employees and certain retirees of the Corporation or its Subsidiaries are
eligible to participate in the Plan. Retirees of the Corporation are eligible
to participate in the Plan if they are either existing shareholders of the
Corporation or are residents of the Eligible Area.
A Plan Prospectus and enrollment information will be furnished at any
time upon request to Shareholder Services.
8. How does a holder of Registered Shares participate?
Participants who hold Registered Shares may join the Plan at any time by
completing the Enrollment Form and returning it to the Corporation. If
Participants' shares are registered in names other than their own (e.g., in the
name of a broker or bank nominee) and they are not residents of the Eligible
Area, then in order to participate in the Plan, they either must become a
shareholder of record by having shares transferred into their names, or must
request that the record holder of their shares participate in the Plan on their
behalf.
The Enrollment Form allows a Participant to choose a reinvestment option
for participation in the Plan. By checking the appropriate box a Participant
may select:
- FULL DIVIDEND REINVESTMENT - Automatic reinvestment of cash dividends
on all Registered Shares held by the Participant and on all Plan Shares credited
to his/her account.
- PARTIAL DIVIDEND REINVESTMENT - Receipt of cash dividends on a portion
of the Registered Shares held by the Participant and/or a portion of the Plan
Shares credited to his/her account, and automatic reinvestment of the cash
dividends on the remainder of his/her shares.
- NO DIVIDEND REINVESTMENT - Receipt of cash dividends on all Registered
Shares held by the Participant and on all Plan Shares credited to his/her
account.
9. How does a non-shareholder of legal age who is a resident of the Eligible
Area participate?
After being furnished with the Plan Prospectus, a resident of legal age
of the Eligible Area may apply for enrollment in the Plan by completing and
returning the Enrollment Form, together with a check in an amount not less than
$250, nor more than the Annual Limit, made payable to "Central and South West
Corporation".
The Enrollment Form requires each applicant to certify verification of
age and residency. It also allows the applicants to decide the amount of their
initial investment (not less than $250) which will be used to purchase shares of
the Corporation's Common Stock. The Enrollment Form allows the applicant to
choose a reinvestment option for participation in the Plan. See Questions 8, 30
and 31.
10. How does an employee or eligible retiree participate?
Any employee or eligible retiree of the Corporation or any of its
Subsidiaries may join the Plan at any time either by completing the
Employee/Retiree Enrollment Form and returning it to Shareholder Services, or by
enrolling in the same manner as any other eligible person described under
Question 8 or 9.
The Employee/Retiree Enrollment Form allows participating employees and
retirees to decide the dollar amount, if any, to be deducted from their pay or
pension for each pay period. Any deductions will be used to purchase full and
fractional shares of the Corporation's Common Stock. The Employee/Retiree
Enrollment Form allows them tochoose reinvestment options for participation in
the Plan. See Questions 8, 30 and 31.
Payroll/pension deduction authorizations will remain in effect until
cancelled by the employee or retiree. The employee must specify the amount to
be withheld each month. The minimum deduction per pay period is $10.
Payroll/pension deductions will be invested on the Investment Date
immediately following the payment date.
All employees and retirees should understand the differences between Plan
participation and participation in the Corporation's Thrift Plus and other
benefit and welfare plans before electing to participate in the Plan. Among
other things, no matching contributions are made by the Corporation to the Plan,
and no deferral of taxes on any dividends or realized gains is available for
investments in Common Stock through the Plan. See Questions 1, 2 and 34.
DIVIDEND REINVESTMENT
11. How and when will Cash Dividends be reinvested?
If a Participant has elected full or partial dividend reinvestment on
his/her Registered and/or Plan Shares, the Corporation will reinvest those
dividends in additional shares of the Corporation's Common Stock. Reinvested
dividends will be used to purchase either authorized but unissued shares from
the Corporation or shares that are purchased on the open market by the
Independent Agent. As with the Current Plan, the source of Common Stock to be
purchased under the Plan may be, in the discretion of the Corporation,
authorized but previously unissued Common Stock or shares of Common Stock
purchased on the open market by an Independent Agent. The Corporation is
currently purchasing Common Stock on behalf of the Plan directly from the
Corporation out of its authorized but previously unissued Common Stock and
the Corporation will not change the source of shares of Common Stock to open
market purchases absent a determination that the Corporation no longer has a
need to raise capital or that there is another compelling reason for the change
and in no event more than once every three months.
Cash Dividends payable on any Dividend Payment Date which are to be
reinvested will be reinvested commencing on the Investment Date immediately
following the applicable Dividend Payment Date. If the Corporation is then
meeting the requirements of the Plan with Common Stock purchased in the open
market, an Independent Agent will determine the exact timing of such purchases
and the number of shares to be purchased, depending on the amount of reinvested
dividends, market conditions and the requirements of federal securities laws.
If the Corporation elects to issue authorized but unissued shares of its Common
Stock, these shares will be issued and credited to a Participant's Plan account
by the Corporation as of the Investment Date. The determination of price for
purchases of Plan Shares is explained in Question 17.
If a Participant's Enrollment Form is received by Shareholder Services on
or before the Dividend Record Date for the next dividend payment, then the next
dividends payable will be used to purchase additional shares of Common Stock on
the Investment Date immediately following the applicable Dividend Payment Date.
If the Enrollment Form is received after the Dividend Record Date for the
next dividend payment, the reinvestment of dividends will start with the next
succeeding dividend payment.
OPTIONAL CASH PURCHASES
12. Who is eligible to make Optional Cash Purchases?
All Plan Participants, whether or not they have authorized the
reinvestment of dividends, are eligible to make Optional Cash Purchases.
13. How are Optional Cash Purchases made?
An eligible applicant may make an initial cash investment when enrolling
by enclosing a check with the Enrollment Form. Checks should be made payable to
"Central and South West Corporation," and returned in the envelope provided with
the Enrollment Form. Thereafter, Optional Cash Purchases may be made by using
the cash payment form attached to the statement of account, which will be sent
to each Participant by Shareholder Services. A Participant may also send in a
check without this form; however, your Plan account number must be included on
your check.
If a Participant chooses to participate by Optional Cash Purchases only,
the Corporation will pay cash dividends by check or electronic direct deposit on
the Participants' Registered Shares and Plan Shares.
14. What are the limitations on making Optional Cash Purchases?
The option to make cash purchases is available to you at any time.
Optional Cash Purchases, other than initial investments and payroll/pension
deduction amounts, cannot be less than $25 per payment. The maximum invested in
any form in Plan Shares by any Participant, whether enrolled as a shareholder,
resident of the Eligible Area, employee or retiree, cannot exceed the Annual
Limit for any calendar year. The minimum initial investment for persons
enrolling as non-shareholder residents of the Eligible Area is $250. The same
amount of money need not be sent in for each Investment Date and there is no
obligation to make an investment on any Investment Date.
15. When will Optional Cash Purchases be invested?
Cash investments will be invested on each Monday of each week (or, if not
a Business Day, the next succeeding Business Day) (Investment Date). Cash
received on or after an Investment Date will be held by the Corporation until,
and will be invested on, the next Investment Date. Since no interest will be
paid by the Corporation on any cash payments received and held by the
Corporation pending investment on the next Investment Date, Participants are
urged to send them shortly before an Investment Date. However, Participants
should allow sufficient time to ensure that their cash investments will be
received at least one business day prior to an Investment Date.
In order to receive dividends on shares of Common Stock purchased with
Optional Cash Purchases, Participants' cash must be invested no later than the
day before the Investment Date prior to the next Dividend Record Date.
PURCHASES
16. How many shares of Commo
n Stock will be purchased?
Participants Plan account will be credited with the number of shares,
including fractions computed to three decimal places, equal to the total amount
invested on their behalf divided by the purchase price. The purchase price of
the shares Participants purchase under the Plan will be as described under
Question 17.
17. What is the price of shares purchased for the Plan?
If the Corporation is then satisfying the requirements of the Plan with
shares of Common Stock purchased on the open market, the price of such shares
will be weighted average price at which the Independent Agent acquires the
shares plus applicable brokerage commissions and other fees. If the Corporation
is then satisfying the requirements of the Plan with newly issued shares of
Common Stock, the price of such shares will be 100% of the average of the high
and low sales prices of the Corporation's Common Stock, based on the New
York Stock Exchange Composite Transactions on the applicable Investment Date.
The Independent Agent, as discussed in Question 4, will provide verification
of the calculation of the price of any newly issued shares.
18. Who purchases the shares for the Plan?
As with the Current Plan, the Corporation, in its discretion, may elect
to satisfy the requirements of the Plan with either newly issued shares of
Common Stock, or shares of Common Stock purchased on the open market.
See Question 11. If the Corporation elects to purchase shares of Common
Stock on the open market, the Independent Agent will make all such purchases
necessary to meet the requirements of the Plan. Other than establishing
the length of the Investment Period incorporated into the Plan, the
Corporation does not exercise any direct or indirect control over the timing
or prices of purchases made by the Independent Agent on the open market.
If open market purchases are not made, the shares issued under the Plan will
be issued directly from the authorized but unissued shares of Common Stock
of the Corporation.
The Corporation is currently purchasing Common Stock on behalf of
the Plan directly from the Corporation out of its authorized but
previously unissued Common Stock and the Corporation will not change the
source of shares of Common Stock to open market purchases absent a
determination that the Corporation no longer has a need to raise capital
or that there is another compelling reason for the change and in no event more
than once every three months.
19. Are any fees or expenses incurred by Participants?
All costs of administering the Plan will be paid by the Corporation, but
Participants will be required to pay brokerage commissions and other fees for
shares purchased in the open market and shares sold through the Plan.
Brokerage commissions will be a negotiated rate established under the terms
of the Corporation's Agreements with Independent Agents, which rate historically
has not exceeded $.10 per share.
SALES AND TERMINATION FROM THE PLAN
20. May Participants sell or withdraw all or a portion of their shares
from the Plan?
Yes. Participation in the Plan is entirely voluntary and Participants
may sell or withdraw all or a portion of their shares at any time. Any
Participant may request that a certificate be issued or that his/her shares
be sold and the cash proceeds forwarded to the Participant.
Participants selling or withdrawing all of their shares from the Plan
automatically terminate their participation in the Plan. However, withdrawing
Participants may elect to re-enroll at any time after the date 12 months
following the termination date, provided that they remain eligible to
participate. See Question 7.
21. How do Participants sell or withdraw all or a portion of their shares from
the Plan?
In order to sell or withdraw shares from the Plan, Participants must
notify Shareholder Services in writing at the address shown in Question 5.
If a Participant requests a withdrawal, the Participant must specify
that Shareholder Services issue a certificate for any number of whole shares up
to the number of shares credited to the Participant's Plan account.
See Question 20.
If a Participant requests that shares be sold, Shareholder Services will
aggregate such shares with shares for which requests to sell were received from
other Participants during that week, and will then place a market order with
the Independent Agent to sell such shares during the following week. If
there are any requests for sales of Plan Shares, the Independent Agent will
ell shares on a weekly basis. The Participant will receive the proceeds of
the sale less any brokerage commission and any other fees as soon as
practicable after the settlement date for applicable sale.
If a Participant's request for a full or partial withdrawal is received
by Shareholder Services on or after a Dividend Record Date and on or before
the Dividend Payment Date for a dividend payment, such requests will be
processed as soon as practicable after the stock transfer records have been
balanced for payment of the dividend and such dividend has been reinvested
in the Participant's Plan account.
22. What happens to fractional shares when Participants terminate their Plan
accounts?
When Participants terminate their Plan accounts, cash payments
representing any fractional share they hold will be mailed directly to them as
soon as practicable after the settlement for the applicable sale. For
Participants selling whole shares and fractional shares, the price of the
fractional share (per share) will be the same as the price received for the
whole shares.
REPORTS TO PARTICIPANTS
23. How will Participants be advised of their purchases of shares of Common
Stock and other activity in their Plan accounts?
The Corporation will provide each Participant with a quarterly
statement as soon as practicable following a Dividend Payment Date.
THESE STATEMENTS ARE PARTICIPANT'S CONTINUING RECORD OF THE COST OF THEIR
PURCHASES AND SHOULD BE RETAINED FOR TAX PURPOSES. In addition, the
Corporation will send Participants written confirmation of each of their cash
investments.
Participants will receive copies of the same communications sent to
other registered shareholders of Common Stock, including the Corporation's
annual report, interim reports, notice of annual meeting and proxy statement,
and certain income tax information.
CERTIFICATES
24. Will stock certificates be issued for shares of Common Stock acquired
under the Plan?
Certificates for shares of Common Stock acquired under the Plan will
not be issued. Plan Shares will be registered in the name of a nominee as
agent for the Participant. The number of shares credited to your Plan
account will be shown on your statement of account. This service protects
against loss, theft or destruction of stock certificates.
A certificate for any number of whole shares up to the full number of
shares credited to your Plan account will be issued to you if you so request
in writing. See Question 21. Such request should be mailed to Shareholder
Services at the address shown in Question 5.
Shares credited to your Plan account may not be pledged. If you
wish to pledge your shares, you must request that a certificate be issued
in your name. A certificate for fractional shares will not be issued
under any circumstances.
25. In whose name will the Plan account be maintained and certificates
registered when issued?
A Plan account for a Participant that enrolls in the Plan will be
maintained in the shareholder's name(s) as shown on the Enrollment Form.
Upon written request, Plan Shares can be transferred and issued in names
other than the account name, subject to compliance with any applicable laws
and the payment by the Participant of any applicable taxes, provided that
the request is accompanied by a duly executed stock power that bears the
signature(s) of the Participant(s) and the signature(s) is/are medallion
guaranteed by a commercial bank or member firm of the New York Stock
Exchange or Chicago Stock Exchange that is a member of either the STAMP,
SEMP or MSP Medallion guarantee programs. Shareholder Services recommends
that any such request and stock power be sent by registered or certified mail.
SAFEKEEPING SERVICE FOR COMMON STOCK CERTIFICATES
26. What is the purpose of the Plan's Safekeeping Service for certificates and
how does it work?
The purpose of the Plan's Safekeeping Service is to permit Participants
to deposit any Common Stock certificates in their possession with Shareholder
Services for safekeeping. Participants who want to take advantage of this
service should send their certificate(s) representing Registered Shares to
Shareholder Services as described in Question 28. Thereafter, the shares will
be held by the Corporation as nominee, and accounted for and reflected on Plan
account statements and otherwise treated in the same manner as shares purchased
through the Plan.
27. What are the advantages of the Plan's Safekeeping Service?
The Plan's Safekeeping Service for stock certificates offers two
significant advantages to Participants. First, the risk associated with loss of
Participants' stock certificates is eliminated. Second, because shares for
safekeeping are treated in the same manner as shares purchased through the
Plan, they may be sold through the Plan in a convenient and efficient manner.
The quarterly statement will verify the deposit of a Participant's shares.
28. How may Common Stock certificates be deposited with Shareholder Services?
Participants who wish to deposit their certificates of Common Stock for
safekeeping should send them, unsigned, to Shareholder Services with written
instructions to deposit them to their Plan accounts. The written instructions
should include such Participant's Plan account number and should be signed by
the registered shareholder of the shares being deposited. The signature on
the instructions and the name of the stock certificate must be identical to
that on the Plan account to which such shares are to be credited. Shareholder
Services recommends that securities be sent via registered or certified mail.
29. May shares remain on deposit if participation in the Plan is discontinued?
No. Upon withdrawal from the Plan, Participants must elect to receive
their Plan Shares either in kind or in cash. See Questions 21 and 22.
CHANGING INVESTMENT OPTIONS
30. May Participants' dividend reinvestment options be changed?
Yes, at any time Participants may make changes to their reinvestment
options. For a description of the options, see Question 8.
Even if a Participant stops reinvesting cash dividends on all shares
registered in his/her name and/or credited to his/her Plan account, the
Participant may continue to make Optional Cash Purchases.
31. How do Participants change their reinvestment options?
Participants may change their reinvestment options at any time by
completing the account correspondence portion of their statement of account, a
Change Authorization Card or by submitting a written request to Shareholder
Services. Changes will become effective as soon as practicable after they are
received.
32. How do employee/retiree Participants change or discontinue their payroll
deductions?
Employee/retiree Participants may change their payroll deductions at
any time by completing a Change Authorization Card, or by submitting a
written request to Shareholder Services. Changes will become effective as
soon as practicable after they are received.
33. May employees or retirees stop their payroll/pension deductions and still
participate in the Plan?
Yes. Employees or retirees who stop their payroll or pension deductions
for purchases of Plan Shares may leave their shares in the Plan. Shareholder
Services will continue to maintain the shares in their Plan accounts unless
otherwise instructed. These employees and retirees may also continue to make
Optional Cash Purchases.
INCOME TAXES
34. What are the federal income tax consequences of participation in the Plan?
In general, Participants in the Plan have the same federal income tax
obligations with respect to their dividends as do shareholders who are not
Plan Participants. This means that dividends reinvested under the Plan are
taxable as having been received even though the Participants did not actually
receive them in cash but, instead, used them to purchase additional shares
under the Plan.
The selling of shares by a Participant under the Plan will give rise to
capital gain or loss, provided such shares are held as a capital asset by the
Participant. Any such gain or loss will be measured by the difference between
the proceeds received by the Participant (net of commissions and fees) and the
Participant's tax basis in the shares sold.
The tax basis of shares acquired in the open market is equal to their
purchase price per share (including brokerage commission and other fees). The
purchase price of shares acquired in the open market is determined by
calculating the weighted average price at which the Independent Agent acquires
the shares, and the purchase price of newly issued shares acquired through the
Plan is equal to 100% of the average of the high and low sales prices on the
New York Stock Exchange Composite Transactions on the purchase date.
Any capital gain or loss will be long- or short-term according to
whether the Participant's holding period for the shares sold was greater than
one year, or one year or less, respectively. The holding period for the
shares acquired under the Plan commences the day after the applicable
purchase date.
The foregoing is only a general discussion of certain federal income tax
aspects of an investment in the Plan. Each Participant should consult
his/her personal tax adviser as to all of the tax consequences of
participating in the Plan, including the application of current and proposed
federal, state, local, foreign and other tax laws.
35. What provisions are made for foreign shareholders?
In the case of foreign shareholders who have elected to reinvest cash
dividends and whose cash dividends are subject to United States income tax
withholding, an amount equal to the cash dividends less the amount of tax
required to be withheld will be applied to the purchase of shares of Common
Stock.
Cash investments received from foreign shareholders must be in United
States currency and will be invested in the same manner as investments
from other Participants.
OTHER INFORMATION
36. What happens when Participants sell or transfer all of the shares registered
in their names but do not withdraw or sell their Plan Shares?
If Participants dispose of all shares of Common Stock registered in
their names, Shareholder Services will continue to maintain the shares in
their Plan accounts unless otherwise instructed.
37. What happens if the Corporation issues a stock dividend, declares a stock
split, or has a rights offering?
Any shares of Common Stock distributed by the Corporation as a stock
dividend on shares credited to Participants' Plan accounts, or on any split of
these shares, will be credited to their Plan accounts. In a rights offering,
Participants' entitlements will be based on their holdings, including those
credited to their Plan accounts. Rights from a rights offering applicable to
shares credited to Participants' Plan accounts, however, will be sold by
Shareholder Services. The proceeds will be credited to Participants' Plan
accounts and applied as cash investments to purchase shares of Common Stock on
the next Investment Date.
Participants wishing to be in a position to exercise such rights may
withdraw shares credited to their Plan accounts as described under Question 21
above.
38. How will shares held under the Plan be voted at meetings of shareholders?
For each meeting of shareholders, Participants will receive proxy cards
which will enable them to vote both shares registered in their names and shares
credited to their Plan accounts.
AUTOMATIC ELECTRONIC INVESTMENT
39. What is the Automatic Electronic Investment feature of the Plan and how
does it work?
Participants may make Optional Cash Purchases by means of Automatic
Electronic Investments of not less than $25 nor more than the Annual Limit by
monthly electronic funds transfers from a predesignated U.S. account.
Automatic Electronic Investments may be made from accounts at any of the
approximately 18,000 banks, savings associations and credit unions that are
members of the National Automated Clearing House Association (NACHA).
To initiate Automatic Electronic Investments, the Participant must
complete and sign an Automatic Electronic Investment Authorization Card and
return it to Shareholder Services together with a voided blank check or
deposit slip for the account from which funds are to be drawn. Forms will
be processed and will become effective as promptly as practicable.
Once Automatic Electronic Investment is initiated, funds will be drawn
from the Participant's designated account on the 20th day of each month (or,
if the 20th day is not a business day, the first business day thereafter), and
will be invested in Common Stock beginning on the next Investment Date
following the date of such draft.
Participants may change the amounts of their future Automatic
Electronic Investments by completing and submitting to Shareholder Services
a new Automatic Electronic Investment Authorization Card. To be effective
with respect to a particular Investment Date, however, the new Automatic
Electronic Investment Authorization Card must be received by Shareholder
Services at least three business days preceding the date for electronic
transfer of funds. Participants may terminate their Automatic Electronic
Investment by notifying Shareholder Services in writing.
Electronic direct deposit of dividends that Participants elect to
receive is also available through Shareholder Services.
LEGAL OPINIONS
The legality of the shares of Common Stock offered hereby has been
passed upon for the Corporation by Milbank, Tweed, Hadley & McCloy,
New York, New York.
EXPERTS
The audited consolidated financial statements and schedules
incorporated by reference in this Prospectus, and elsewhere in the
registration statement, have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports dated February 13, 1995,
with respect thereto, and are incorporated herein by reference in reliance
upon the authority of said firm as experts in accounting and auditing in
giving said reports.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Registration Fee for Securities and
Exchange Commission Statement . . . . . . . . . . . . $56,573.28
Holding Company Act filing fee. . . . . . . . . . . . . . . 2,000*
Design Printing, and Stationery . . . . . . . . . . . . . . 100,000
Listing Fee for the New York Stock Exchange . . . . . . . . 1,500
Accounting Fees . . . . . . . . . . . . . . . . . . . . . . 5,000
Expenses and counsel fees in connection with
qualification or registration of the Common
Stock under state securities or "blue sky"
laws . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000
Expenses of Central and South West
Services, Inc. . . . . . . . . . . . . . . . . . . . . . [20,000]
Counsel Fees:
Milbank, Tweed, Hadley & McCloy
New York, New York . . . . . . . . . . . . . . . . . . . 25,000
Miscellaneous and incidental expenses,
including travel, telephone, copying,
postage, etc. . . . . . . . . . . . . . . . . . . . . . . 4,000
-----------
Total $ 219,073.28
============
_______________
* Actual Amount.
Item 15. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware,
the State of incorporation of the Corporation, confers broad powers upon
corporations incorporated in that State with respect to indemnification of any
person against liabilities incurred by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee
or agent of another corporation or other business entity. The provisions
of Section 145 are not exclusive of any other rights to which those
seeking indemnification may be entitled under any bylaw, agreement or
otherwise.
The Second Restated Certificate of Incorporation of the Corporation
contains a provision that eliminates the personal liability of the
Corporation's directors to the Corporation or its shareholders for or with
respect to any acts or omissions in the performance of his or her duties
as a Director of the Corporation to the full extent permitted by the
Delaware General Corporation Law.
The Second Restated Certificate of Incorporation, as amended, and
Bylaws of the Corporation provide that directors and officers of the
Corporation shall be indemnified to the fullest extent permitted by the laws
of the State of Delaware against liability for certain of their acts. In
addition, the Corporation has purchased directors and officers liability
insurance.
Item 16. Exhibits.
Exhibit
No. Description of Exhibits
4(a) - Second Restated Certificate of Incorporation of the
Corporation, as amended (Incorporated herein by reference to
Exhibits 3.1 and 3.2 to the Corporation's Form 10-Q for the
quarter ended June 30, 1995, File No. 1-1443).
4(b) - Bylaws, as amended, of the Corporation (Incorporated herein
by reference to Exhibit 3(b) to the Corporation's Annual
Report on Form 10-K for the year ended December 31, 1990,
File No. 1-1443).
5 - Opinion of Milbank, Tweed, Hadley & McCloy, counsel for the
Corporation, as to the legality of the shares of Common
Stock.
23(a) - Consent of Arthur Andersen LLP
23(b) - Consent of [English Auditors].
23(c) - Consent of Milbank, Tweed, Hadley & McCloy (contained in
Exhibit 5 above).
24 - Power of Attorney (included on page II-5).
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(a) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(b) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereto) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(c) to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement; provided, however, that paragraphs
(1)(a) and (1)(b) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration
statement;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering; and
(4) that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in this registration statement shall be deemed to
be a new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 15, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, hereunto duly
authorized in the City of Dallas, State of Texas, on __________ __, 1996.
CENTRAL AND SOUTH WEST CORPORATION
By:_______________________________
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 __________ __, 1996.
Signature Title
_________________________
E.R. Brooks Chairman of the Board, President,
Chief Executive Officer and Director
(principal executive officer)
_________________________
Harry D. Mattison Executive Vice President
_________________________
Glenn D. Rosilier Senior Vice President and
Chief Financial Officer
(principal financial officer)
_________________________ Executive Vice President
Thomas V. Shockley III and Director
_________________________
Wendy G. Hargus Controller (principal accounting officer)
Signature Title
_________________________ Director
Glenn Biggs
_________________________ Director
Molly Shi Boren
_________________________ Director
Donald M. Carlton
_________________________ Director
Thomas H. Cruikshank
_________________________ Director
Joe H. Foy
_________________________ Director
Robert W. Lawless
_________________________ Director
James L. Powell
_________________________ Director
James C. Templeton
_________________________ Director
Lloyd D. Ward
INDEX TO EXHIBITS
Exhibit
No. Exhibit
4(a) Second Restated Certificate of Incorporation Incorporated
of the Corporation, as amended (Incorporated by Reference
herein by reference to Exhibits 3.1 and 3.2
to the Corporation's Form 10-Q for the quarter
ended June 30, 1995, File No. 1-1443).
4(b) Bylaws, as amended, of the Corporation Incorporated
(Incorporated herein by reference to by Reference
Exhibit 3(b) to the Corporation's Annual
Report on Form 10-K for the year ended
December 31, 1990, File No. 1-1443).
5 Opinion of Milbank, Tweed, Hadley & McCloy, Electronic
counsel for the Corporation, as to the
legality of the shares of Common Stock.
23(a) Consent of Arthur Andersen LLP Electronic
23(b) Consent of [English Auditors]. Electronic
23(c) Consent of Milbank, Tweed, Hadley & McCloy --
(contained in Exhibit 5 above).
24 Power of Attorney (included on page II-5). --
