File No. 70-____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-1 DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
CENTRAL AND SOUTH WEST CORPORATION
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75202
CSW ENERGY, INC.
1616 Woodall Rodgers Freeway
P.O. Box 660789
Dallas, Texas 75202
ENERSHOP, INC.
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75202
(Names of companies filing this statement and
addresses of principal executive offices)
CENTRAL AND SOUTH WEST CORPORATION
(Name of top registered holding company parent)
<PAGE>
Wendy G. Hargus
Treasurer
Central and South West Corporation
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75202
Terry D. Dennis
President
CSW Energy, Inc.
1616 Woodall Rodgers Freeway
P.O. Box 660789
Dallas, Texas 75202
Joris M. Hogan
Milbank, Tweed, Hadley & McCloy
One Chase Manhattan Plaza
New York, NY 10005-1413
(Names and addresses of agents for service)
<PAGE>
Central and South West Corporation, a Delaware corporation
("CSW") and a registered holding company under the Public Utility Holding
Company Act of 1935, as amended (the "Act"), CSW Energy, Inc., a Texas
corporation ("Energy"), and EnerShop, Inc., a Delaware corporation ("EnerShop"
and, collectively with CSW and Energy, the "Applicants"), hereby file this Form
U-1 Declaration (this "Declaration") for the purposes set forth below.
The Applicants intend to acquire the securities of or
interests in energy-related companies that engage in the brokering and marketing
of energy commodities and/or engage in other energy-related activities on an
exempt basis under Rule 58 under the Act. In connection with the activities of
such companies, the Applicants seek authority through December 31, 2002, to
issue guarantees, letters of credit, bid bonds and similar credit support
arrangements in an aggregate amount up to $250 million to support the debt and
other obligations of such companies. Item 1. Description of Proposed
Transaction.
As stated above, pursuant to the exemption provided by Rule 58
under the Act, the Applicants intend to acquire the securities of or interests
in one or more companies that will engage in all forms of brokering and
marketing transactions involving electricity and other energy commodities,
including natural gas, oil and coal, at wholesale and retail, through one or
more affiliated energy-related companies (hereinafter referred to as "Marketing
Affiliates"), and to provide incidental related services, such as fuel
management, storage and procurement ("Marketing Activities"). In addition, the
Applicants from time to time may acquire the securities of or interests in the
business of one or more other companies, each of which will derive substantially
all of its revenues from energy-related activities under Rule 58 (collectively
with Marketing Affiliates, "Energy-Related Companies"). Energy-Related Companies
may be special purpose domestic corporations, partnerships or limited liability
companies, or wholly-owned or owned jointly through joint ventures or other
alliances with nonassociates, or through investments in companies that derive
substantially all of their revenues from energy-related activities, as defined
in Rule 58, at the time of such investment.
Energy-Related Companies will take appropriate measures in the
normal course of their business to mitigate the risks associated with electric
power and fuel purchase or sale contracts.1 Such measures may include matches
between long-term firm or variable price electric power sales contracts and
long-term firm or variable price fuel purchase contracts. The Energy-Related
Companies may also hedge price risk through the purchase of fuel or fuel
reserves or options on fuel reserves. In addition, the Energy-Related Companies
may purchase or sell commodity-based derivative instruments, such as electricity
or gas futures contracts and options on electricity or gas futures, similar to
those traded on the New York Mercantile Exchange, and gas and oil price swap
agreements and other, primarily commodity-based, derivative instruments.2
Energy-Related Companies may also offset price risk exposure
under a purchase or sales contract through an opposite position to that purchase
or sale. Similarly, in a portfolio of purchase and sales contracts, risk also
could be limited through an appropriate mix of long-term and short-term
contracts, and diversification of the mix of customers and suppliers regionally
and across industry lines. Finally, Energy-Related Companies will endeavor to
limit risk exposure through contract provisions that would place a ceiling on
the amount of damages payable when performance failure occurs and/or exclude
consequential damages.
Energy-Related Companies will endeavor to manage a "book" of
various energy contracts involving purchases, sales and trades of electricity
and other energy commodities. Energy-Related Companies will seek to hedge the
risk associated with these contracts through a combination of physical assets,
balanced physical purchases and sales, purchases and sales on futures markets,
and other derivative risk management tools.
In order to compete in the marketplace and to engage in
Marketing Activities, each Marketing Affiliate will require the ability to bid
on power brokering or marketing projects or otherwise pursue multiple projects
on a simultaneous basis and to provide or arrange for letters of credit, bid
bonds or other credit support on projects at the time of bid or during
development. Similarly, in order to compete in their respective markets, the
other Energy-Related Companies may require various kinds of credit support.
Accordingly, the Applicants hereby request authority under
Sections 6(a), 7 and 12(b) of the Act for CSW, Energy and/or EnerShop to issue
or arrange various kinds of credit support (as set forth below) in an aggregate
amount that will not exceed $250 million,3 as required or appropriate for any
Energy-Related Company, directly or indirectly: (i) to secure debt financing;
(ii) to satisfy bid bond requirements; and/or (iii) to satisfy credit support
requirements in connection with exempt activities conducted by Energy-Related
Companies and/or financing documents and agreements to which any Energy-Related
Company (directly or indirectly) becomes a party ("Guarantees"). The Applicants
further request that no additional authority be required from the Commission
after December 31, 2002, in order to maintain existing Guarantees made pursuant
to authority granted in any order resulting from this Declaration, prior to such
date in accordance with the Act and all applicable rules, regulations and orders
of the Commission.
The debt financing guaranteed by the Applicants will not: (i)
exceed a term of fifteen years; or (ii)(a) bear a rate equivalent to a floating
interest rate in excess of 2% over the prime rate, London Interbank Offered Rate
or other appropriate index, in effect from time to time, or (b) bear a fixed
rate in excess of 2.5% above the yield at the time of issuance of United States
Treasury obligations of a comparable maturity. Any commitment or other fees with
respect to the debt will not exceed one percent per annum of the total amount of
debt financing.
To the extent CSW funds any such Guarantee pursuant to and in
accordance with an exemption available under Rules 45 or 52 under the Act such
limitation would not apply toward the limit on the aggregate amount of
Guarantees contained in any order resulting from this Declaration because the
Commission, in granting any such exemption, would have determined that any such
restrictions are unnecessary or because such exemption contains conditions
sufficient to ensure that CSW's operating utility company subsidiaries (the
"Operating Companies") and their respective ratepayers will suffer no adverse
effects from such Guarantee. CSW will not seek recovery through higher rates to
customers of the Operating Companies to compensate CSW for any possible losses
that it may sustain in connection with Guarantees or its investment in
Energy-Related Companies.
The Applicants will disclose in quarterly Form U-9C-3 reports
filed pursuant to Rule 58 the amount and type of any security of any
Energy-Related Company acquired by the Applicants or any other Energy-Related
Company. The Applicants will also disclose in such Form U-9C-3 reports a
description of the terms and conditions of any Guarantee issued during the
quarter and will attach a copy of the documents evidencing such Guarantee. Item
2. Fees, Commissions and Expenses.
The estimate of the approximate amount of fees and expenses
payable in connection with this Declaration is as follows:
Counsel fees
Milbank, Tweed, Hadley & McCloy.... 5,000.00
Miscellaneous and incidental expenses
including travel, telephone,
postage and copying................ 1,000.00
Total...................................$ 6,000.00
Item 3. Applicable Statutory Provisions.
Sections 6(a), 7 and 12 of the Act and Rules 45 and 58
thereunder are or may be applicable to the proposed transactions as described in
this Declaration. To the extent any other sections of the Act or rules
thereunder are or may be applicable to the proposed transaction, the Applicants
request appropriate orders thereunder. Sections 6(a), 7 and 12(b) of the Act and
Rule 45 thereunder are or may be applicable to the issuance or arrangement of
any Guarantee or any third party financing or reimbursement obligations incurred
by the Applicants in respect of any Guarantee. The Applicants believe that the
Commission's order granted to American Electric Power Company, Inc., HCAR No.
26713 (May 2, 1997), is precedent for the authority requested herein and
demonstrates that the applicable requirements of the Act are satisfied with
respect to the proposed Guarantees.
The scope of energy commodity marketing and brokering
activities, and related risk management activities, that Energy-Related
Companies propose to engage in on an exempt basis under Rule 58 comports with
those approved in the Commission's order granted to SEI Holdings, Inc., HCAR No.
26581 (Sept. 26, 1996), which is recited in the Commission's release adopting
Rule 58, HCAR No. 26667 (Feb. 14, 1997).
Rule 54
The Applicants are not seeking authority in this Declaration
with respect to the financing of an exempt wholesale generator, as defined in
Section 32(a) of the Act (each, an "EWG") or a foreign utility company, as
defined in Section 33(e) of the Act (each, a "FUCO").
Rule 54 under the Act is satisfied because Rules 53(a), (b)
and (c) are satisfied. As of June 30, 1997, CSW has invested approximately $910
million in the aggregate in EWGs and FUCOs or approximately 47% of $1,939
million, the average of CSW's "consolidated retained earnings" (as defined in
Rule 53(a) under the Act) for the four consecutive quarters ended March 31,
1997, thus satisfying Rule 53(a)(1). CSW maintains in conformity with United
States generally accepted accounting principles and makes available the books
and records and financial statements required by Rule 53(a)(2). No more than 2%
of the employees of the domestic utility company subsidiaries of CSW presently
render services to any EWG or FUCO in which CSW owns an interest, thereby
satisfying Rule 53(a)(3). CSW submitted the documents required by Rule 53(a)(4).
None of the conditions described in Rule 53(b) exist with respect to CSW or any
of its subsidiaries, thereby satisfying such rule and making Rule 53(c)
inapplicable. Item 4. Regulatory Approval.
No federal or state regulatory authority, other than the
Commission under the Act, has any jurisdiction over the proposed transactions.
Item 5. Procedure.
It is requested that the Commission issue and publish no later
than July 11, 1997, the requisite notice under Rule 23 with respect to the
filing of this Declaration, such notice to specify a date not later than August
8, 1997, as the date after which an order granting and permitting this
Declaration to become effective may be entered by the Commission and the
Commission enter not later than August 11, 1997, an appropriate order granting
and permitting this Declaration to become effective.
No recommended decision by a hearing officer or other
responsible officer of the Commission is necessary or required in this matter.
The Division of Investment Management of the Commission may assist in the
preparation of the Commission's decision in this matter, unless such Division
opposes the matters covered hereby. There should be no thirty-day waiting period
between the issuance and the effective date of any order issued by the
Commission in this matter, and it is respectfully requested that such order be
made effective immediately upon the entry thereof. Item 6. Exhibits and
Financial Statements.
Exhibit 1 - Preliminary Opinion of Counsel.
Exhibit 2 - Financial Statements of CSW and subsidiaries per books
and pro forma as of March 31, 1997.
Exhibit 3 - Proposed Notice of Proceeding.
Item 7. Information as to Environmental Effects.
The proposed transactions do not involve major federal action
having a significant effect on the human environment. No federal agency has
prepared or is preparing an environmental impact statement with respect to the
proposed transaction.
__________________________________
1 Marketers of energy commodities, unlike brokers, bear the risks associated
with market price fluctuations of the commodity ("market risk") and the ability
to enforce performance by the other party to the contract ("counterparty credit
risk").
2 One of the attractive features of using exchange-traded commodities futures
contracts, such as exist for electricity, gas and oil, is, in addition to
liquidity, the virtual elimination of counterparty credit risk, due to the fact
that the exchange itself acts as the counterparty.
3 Any Guarantee issued by the Applicants on behalf of any Energy-Related Company
will be included in the determination of aggregate investment for purposes of
Rule 58.
4 Any Guarantee issued by the Applicants on behalf of any Energy-Related Company
will be included in the determination of aggregate investment for purposes of
Rule 58.
<PAGE>
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.
Date: July 22, 1997
CENTRAL AND SOUTH WEST CORPORATION
By:/s/ WENDY G. HARGUS
Wendy G. Hargus
Treasurer
CSW ENERGY, INC.
By:/s/ TERRY D. DENNIS
Terry D. Dennis
President and Chief Executive
Officer
ENERSHOP, INC.
By:/s/ WENDY G. HARGUS
Wendy G. Hargus
Treasurer
<PAGE>
EXHIBIT INDEX
Exhibit Transmission
Number Exhibit Method
1 Preliminary Opinion of Counsel. Electronic
2 Financial Statements of CSW and Electronic
subsidiaries per books and pro forma
as of March 31, 1997.
3 Proposed Notice of Proceeding. Electronic
EXHIBIT 1
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
July 22, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Central and South West Corporation, et al.
Form U-1 Declaration
Dear Sirs:
We refer to the Form U-1 Declaration (the "Declaration") under
the Public Utility Holding Company Act of 1935, as amended (the "1935 Act"),
filed by Central and South West Corporation ("CSW"), a Delaware corporation and
a registered holding company, CSW Energy, Inc., a Texas corporation ("Energy"),
and EnerShop, Inc., a Delaware corporation ("EnerShop" and, together with CSW
and Energy, the "Applicants"). The Declaration relates to the Applicants'
request for authority under the 1935 Act to provide various types of credit
support to the Applicants' subsidiaries that qualify as Energy-Related Companies
under Rule 58 (the "Guarantees"), as more fully described in the Declaration. We
have acted as counsel for the Applicants in connection with the filing of the
Declaration.
We have examined originals, or copies certified to our
satisfaction, of such corporate records of the Applicants, certificates of
public officials, certificates of officers and representatives of the Applicants
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 the Applicants and other appropriate persons and
statements contained in the Declaration.
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 proposed Guarantees are consummated in accordance with the Declaration,
as it may be amended, and subject to the assumptions and conditions set forth
below:
1. All state laws applicable to the proposed Guarantees as
described in the Declaration will have been complied with.
2. The consummation of the proposed Guarantees as described in
the Declaration will not violate the legal rights of the lawful holders
of any securities issued by the Applicants or any associate company of
the Applicants.
The opinions expressed above in respect of the proposed
Guarantees as described in the Declaration are subject to the following
assumptions or conditions:
a. The Guarantees shall have been duly authorized and
approved to the extent required by state law by the
respective Boards of Directors of the Applicants.
b. The Securities and Exchange Commission shall have
duly entered an appropriate order or orders granting
and permitting the Declaration to become effective
with respect to the Guarantees described therein.
c. The Guarantees shall have been accomplished in
accordance with required approvals, authorizations,
consents, certificates and orders of any state
commission or regulatory authority with respect
thereto and all such required approvals,
authorizations, consents, certificates and orders
shall have been obtained and remain in effect at the
closing thereof.
d. No act or event other than as described herein shall
have occurred subsequent to the date hereof which
would change the opinions expressed above.
We hereby consent to the use of this opinion as an exhibit to
the Declaration.
Very truly yours,
MILBANK, TWEED, HADLEY & McCLOY
INDEX EXHIBIT 2
TO
FINANCIAL STATEMENTS Page
Number
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES
Consolidated Balance Sheets - Per Books and Pro Forma
as of March 31, 1997 2 - 3
Consolidated Statement of Income for the Twelve Months Ended
March 31, 1997 4
Consolidated Statement of Retained Earnings for the Twelve Months
Ended March 31, 1997 5
Statements of Long-Term Debt Outstanding as of March 31, 1997 6 - 9
Statements of Preferred Stock Outstanding as of March 31, 1997 10
CENTRAL AND SOUTH WEST CORPORATION (CORPORATE)
Balance Sheets - Per Books and Pro Forma as of March 31, 1997 11
Statement of Income for the Twelve Months Ended March 31, 1997 12
CSW ENERGY, INC.
Balance Sheets - Per Books and Pro Forma as of March 31, 1997 13
Statement of Income for the Twelve Months Ended March 31, 1997 14
Statement of Retained Earnings for the Twelve Months Ended
March 31, 1997 15
ENERSHOP INC.
Balance Sheets - Per Books and Pro Forma as of March 31, 1997 16
Statement of Income for the Twelve Months Ended March 31, 1997 17
Statement of Retained Earnings for the Twelve Months Ended
March 31, 1997 18
PRO FORMA ADJUSTMENTS TO BALANCE SHEETS 19
STATEMENT OF CHANGES 20
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 21
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF MARCH 31, 1997
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
--------------------------------
ASSETS
FIXED ASSETS
Electric utility plant
Production $5,793 $5,793
Transmission 1,544 1,544
Distribution 4,242 4,242
General 1,323 1,323
Construction work in progress 213 213
Nuclear fuel 185 185
Other Diversified 125 125
--------------------------------
13,425 13,425
Less - Accumulated depreciation 4,971 4,971
--------------------------------
8,454 8,454
--------------------------------
CURRENT ASSETS
Cash and temporary cash investments 120 120
Special deposits 78 78
Accounts receivable 794 794
Materials and supplies, at average cost 183 183
Electric fuel inventory 87 87
Under-recovered fuel costs 52 52
Prepayments and other 72 72
--------------------------------
1,386 1,386
--------------------------------
DEFERRED CHARGES AND OTHER ASSETS
Deferred plant costs 508 508
Mirror CWIP asset - net 296 296
Other non-utility investments 293 293
Income tax related regulatory assets, net 236 236
Goodwill 1,449 1,449
Other 347 347
--------------------------------
3,129 3,129
--------------------------------
$12,969 $0 $12,969
================================
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF MARCH 31, 1997
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 212,200,000 shares $743 $743
Paid-in capital 1,038 1,038
Retained earnings 1,896 1,896
Foreign currency translation and other 27 27
--------------------------------
Total Common Stock Equity 3,704 3,704
--------------------------------
Preferred stock
Not subject to mandatory redemption 292 292
Subject to mandatory redemption 33 33
Long-term debt 3,986 3,986
--------------------------------
Total Capitalization 8,015 8,015
--------------------------------
CURRENT LIABILITIES
Long-term debt/preferred stock
due within twelve months 203 203
Short-term debt 619 619
Short-term debt - CSW Credit 493 493
Loan Notes 66 66
Accounts payable 438 438
Accrued taxes 85 85
Accrued interest 111 111
Other 231 231
--------------------------------
2,246 2,246
--------------------------------
DEFERRED CREDITS
Accumulated deferred income taxes 2,253 2,253
Investment tax credits 288 288
Other 167 167
--------------------------------
2,708 2,708
--------------------------------
$12,969 $0 $12,969
================================
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF INCOME
FOR THE TWELVE MONTHS MARCH 31, 1997
UNAUDITED
(Millions)
OPERATING REVENUES $5,217
-----------
OPERATING EXPENSES AND TAXES
U.S. Electric fuel and purchased power 1,251
United Kingdom Cost of Sales 1,300
Operating and maintenance 1,031
Depreciation and amortization 467
Taxes, other than income 183
Income taxes 208
-----------
4,440
-----------
OPERATING INCOME 777
-----------
OTHER INCOME AND DEDUCTIONS (65)
-----------
INCOME BEFORE INTEREST CHARGES 712
-----------
INTEREST CHARGES
Interest on long-term debt 331
Interest on short-term debt and other 85
-----------
416
-----------
INCOME FROM CONTINUING OPERATIONS 296
-----------
DISCONTINUED OPERATIONS
Income from discontinued operations, net
of tax 4
Gain on the sale of discontinued
operations, net of tax 120
-----------
124
-----------
NET INCOME 420
Preferred stock dividends 18
-----------
NET INCOME FOR COMMON STOCK $402
===========
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
FOR THE TWELVE MONTHS MARCH 31, 1997
UNAUDITED
(Millions)
RETAINED EARNINGS AT MARCH 31, 1996 $1,860
Add: Net income for common stock 402
-----------
2,262
-----------
Deduct: Common stock dividends 366
Retained earnings adjustment 0
-----------
RETAINED EARNINGS AT MARCH 31, 1997 $1,896
===========
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING
AS OF MARCH 31, 1997
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 1993, 6%, due July 1, 2028 120
Series 1995, 6-1/10%, due July 1, 2028 101
Series 1995, variable, due November 1, 2015 41
Series 1996, 6 1/8%, due June 1, 2020 6
Series 1996, 6 1/2%, due May 1, 2030 60
Unamortized discount (5)
Unamortized costs of reacquired debt (89)
Amount to be redeemed within one year (200)
----------
$1,325
----------
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF MARCH 31, 1997
UNAUDITED
(Millions)
PUBLIC SERVICE COMPANY OF OKLAHOMA
First mortgage bonds -
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
Long-term note
Series A-1, 5.89%, due December 15, 2000 10
Series A-2, 5.91%, due March 1, 2001 6
Series A-3, 6.02%, due March 1, 2001 5
Series A-4, 6.02%, due March 1, 2001 9
Series A-5, 6.43%, due March 30, 2000 10
Installment sales agreements -
Pollution control bonds
Series A, 5.9%, due December 1, 2007 35
Series 1996 6.0%, due June 1, 2020 12 *
Unamortized discount (4)
Unamortized costs of reacquired debt (18)
----------
* Rounded down from 12,660,000 $420
----------
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF MARCH 31, 1997
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 September 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
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
Series 1996, 6.1%, due April 1, 2018 82
Bank loan, variable rate, due June 15, 2000 50
Railcar lease obligations 10
Unamortized premium 1
Unamortized costs of reacquired debt (42)
Amount to be redeemed within one year (3)
----------
$598
----------
WEST TEXAS UTILITIES COMPANY
First mortgage bonds -
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
Series U, 6-3/8%, due October 1, 2005 80
Installment sales agreement -
Pollution control bonds
Series 1996, 6%, due June 1, 2020 44
Unamortized discount and premium (1)
Unamortized costs of reacquired debt (27)
----------
$276
----------
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF MARCH 31, 1997
UNAUDITED
(millions)
CSW U.K. GROUP
Long-term fixed rate loan, 8.25%, due December 23, 2003 $276
Long-term revolving credit facility, 6.35%, due December
12, 2001 82
Eurobond, 8-1/2%, due October 3, 2005 164
Eurobond, 8-7/8%, due September 27, 2006 164
Notes, 7.98%, due August 1, 2001 211
Notes, 8.75%, due August 1, 2006 211
Unamortized discount and premium (1)
----------
$1,107
----------
CENTRAL AND SOUTH WEST SERVICES, INC.
Term loan facility, Variable rate, due
December 1, 2001 $60
----------
$60
----------
CSW ENERGY, INC.
Senior Notes, 6.875%, due 2001 $200
----------
$200
----------
TOTAL CONSOLIDATED $3,986
==========
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF PREFERRED STOCK OUTSTANDING
AS OF MARCH 31, 1997
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, 340,000 shares $34
Amount to be redeemed within one year (1)
----------
Total Consolidated $33
==========
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF MARCH 31, 1997
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
--------------------------------
ASSETS
FIXED ASSETS
Electric utility plant
General $1 $1
Less - Accumulated depreciation (1) (1)
--------------------------------
NET PLANT 0 0
INVESTMENTS IN COMMON STOCK
OF SUBSIDIARY COMPANIES (at equity) 3,982 3,982
--------------------------------
CURRENT ASSETS
Cash and temporary cash investments 33 33
Advances to affiliates 354 354
Accounts and interest receivable -
Affiliated 60 60
Accounts receivable - Non-affiliated 1 1
Prepayments and other 2 2
--------------------------------
450 450
--------------------------------
DEFERRED CHARGES AND OTHER ASSETS 13 13
--------------------------------
$4,445 $0 $4,445
================================
CAPITALIZATION
Common Stock Equity -
Common stock, $3.50 par value;
authorized 350,000,000 shares;
issued and outstanding 212,200,000 shares $743 $743
Paid-in capital 1,038 1,038
Retained earnings 1,896 1,896
Foreign currency translation and other 1 1
--------------------------------
Total Common Stock Equity 3,678 3,678
--------------------------------
Long-term debt 0 0
--------------------------------
Total Capitalization 3,678 3,678
--------------------------------
CURRENT LIABILITIES
Short-term debt 619 619
Accounts payable and other 153 153
--------------------------------
772 772
--------------------------------
DEFERRED CREDITS (5) (5)
--------------------------------
$4,445 $0 $4,445
================================
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
STATEMENT OF INCOME
FOR THE TWELVE MONTHS MARCH 31, 1997
UNAUDITED
(Millions)
INCOME
Equity in earnings of subsidiaries
Central Power and Light Company $114
Public Service Company of Oklahoma 33
Southwestern Electric Power Company 62
West Texas Utilities Company 16
SEEBOARD Investment 115
Transok, Inc. 4
CSW Credit, Inc. 8
CSW Energy, Inc. (9)
CSW Leasing, Inc. 0
CSW International, Inc. (1)
CSW Communications, Inc. (5)
Enershop Inc. (2)
Central and South West Services, Inc. 0
Other Income 29
----------
$364
----------
EXPENSES AND TAXES
General and administrative expenses 63
Depreciation and amortization expense 1
Interest expense 35
Taxes, other than income 1
Federal income taxes (18)
----------
82
----------
DISCONTINUED OPERATIONS
Gain on sale of discontinued operations, net of tax 120
----------
NET INCOME $402
==========
<PAGE>
CSW ENERGY, INC.
BALANCE SHEETS
PER BOOKS AND PRO FORMA
MARCH 31, 1997
UNAUDITED
(Thousands)
Per Pro Forma Pro
Books Adjustments Forma
--------------------------------
ASSETS
Current Assets
Cash and Cash Equivalents $30,010 $30,010
Accounts Receivable 649 649
Other Current Assets 12 12
--------------------------------
30,671 30,671
--------------------------------
Other Assets
Equity Investments 113,781 113,781
Notes Receivable 105,728 105,728
Deferred Charges and Other 120,215 120,215
--------------------------------
339,724 339,724
--------------------------------
$370,395 $0 $370,395
================================
LIABILITIES AND EQUITY
Current Liabilities
Accounts Payable $21,653 $21,653
Accrued Liabilities and Other 8,066 8,066
--------------------------------
29,719 29,719
--------------------------------
Long-term Debt 199,814 199,814
--------------------------------
Deferred Credits
Other Liabilities 1,719 1,719
Accumulated Deferred Income Taxes 35,282 35,282
--------------------------------
37,001 37,001
--------------------------------
Stockholder's Equity
Common Stock 1 1
Paid-In Capital 108,139 108,139
Retained Earnings (4,279) (4,279)
--------------------------------
103,861 103,861
--------------------------------
$370,395 $0 $370,395
================================
<PAGE>
CSW ENERGY, INC.
STATEMENT OF INCOME
FOR THE TWELVE MONTHS MARCH 31, 1997
UNAUDITED
(Thousands)
Income:
Income from Equity Investments $16,817
Operation and Maintenance Services 4,046
Other 357
-----------
21,220
-----------
Expenses:
Salaries, Wages and Benefits 5,227
Loss on Construction Contract 7
Operation and Maintenance Services 2,601
General and Administrative Expense 5,363
Nonrecoverable Project Development
Costs 6,187
-----------
19,385
-----------
Income from Operations 1,835
Other Income (Expense)
Interest Income 2,944
Interest Expense (11,781)
Other (8,001)
-----------
(16,838)
-----------
Income (Loss) before Income Taxes (15,003)
Provision (Benefit) for Income Taxes (5,882)
-----------
Net Income (Loss) (9,121)
===========
<PAGE>
CSW ENERGY, INC.
STATEMENT OF RETAINED EARNINGS
RETAINED EARNINGS AT MARCH 31, 1997
UNAUDITED
(Thousands)
RETAINED EARNINGS AT MARCH 31, 1996 $4,842
Add: Net income (loss) (9,121)
-----------
(4,279)
Deduct: Common stock dividends 0
===========
RETAINED EARNINGS AT MARCH 31, 1997 ($4,279)
===========
<PAGE>
ENERSHOP INC.
BALANCE SHEETS
PER BOOKS AND PRO FORMA
MARCH 31, 1997
UNAUDITED
(Thousands)
Per Pro Forma Pro
Books Adjustments Forma
--------------------------------
ASSETS
Current Assets
Accounts Receivable $324 $324
--------------------------------
324 324
--------------------------------
Other Assets
Fixed Assets 95 95
Deferred Charges and Other 430 430
--------------------------------
525 525
--------------------------------
$849 $0 $849
================================
LIABILITIES AND EQUITY
Current Liabilities
Accounts Payable $2,943 $2,943
--------------------------------
2,943 2,943
--------------------------------
Stockholder's Equity
Common Stock 0 0
Paid-In Capital 1 1
Retained Earnings (2,095) (2,095)
--------------------------------
(2,094) (2,094)
--------------------------------
$849 $0 $849
================================
<PAGE>
ENERSHOP INC.
STATEMENT OF INCOME
FOR THE TWELVE MONTHS MARCH 31, 1997
UNAUDITED
(Thousands)
Revenues: $1,222
-----------
Expenses:
Depreciation and Amortization 17
Sales Expense 983
Interest Expense 105
General and Administrative Expense 2,509
-----------
3,614
-----------
Net Loss Before Tax (2,392)
-----------
Credit for Income Taxes (867)
-----------
Net Loss ($1,525)
===========
<PAGE>
ENERSHOP INC.
STATEMENT OF RETAINED EARNINGS
RETAINED EARNINGS AT MARCH 31, 1997
UNAUDITED
(Thousands)
RETAINED EARNINGS AT MARCH 31, 1996 ($570)
Add: Net income (loss) for common stock (1,525)
-----------
(2,095)
Deduct: Common stock dividends 0
===========
RETAINED EARNINGS AT MARCH 31, 1997 ($2,095)
===========
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
PRO FORMA ADJUSTMENTS TO BALANCE SHEETS
MARCH 31, 1997
UNAUDITED
(Millions)
DR CR
---------------------
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES
None
CENTRAL AND SOUTH WEST CORPORATION (CORPORATE)
None
CSW ENERGY, INC.
None
ENERSHOP INC.
None
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF CHANGES
On April 24, 1997, PSO's business trust, PSO Capital I, sold to underwriters in
a negotiated offering $75 million, 8.00% Series A, Trust Originated Preferred
Securities due April 2037. The proceeds from the sale of these securities were
used by PSO to repay short-term debt, to reimburse PSO's treasury for the cost
of reacquiring approximately $14.5 million of 4.00% Series and 4.24% Series
preferred stock, to provide working capital and for other general corporate
purposes. Settlement of the transaction occurred on May 2, 1997. PSO Capital I
will be treated as a subsidiary of PSO whose only assets are the approximately
$73.3 million principal subordinated debentures issued by PSO. In addition to
PSO's obligation under the subordinated debentures, PSO has also agreed to a
security obligation which represents a full and unconditional guarantee of PSO
Capital I's trust obligations.
On April 30, 1997, SWEPCO's business trust, SWEPCO Capital I, sold to
underwriters in a negotiated offering $110 million, 7.875% Series A, Trust
Preferred Securities due April 2037. The proceeds from the sale of these
securities were used by SWEPCO to repay short-term debt, to reimburse SWEPCO's
treasury for the cost of reacquiring approximately $15.5 million of 4.28%
Series, 4.65% Series, 5.00% Series and 6.95% Series preferred stock, to provide
working capital and for other general corporate purposes . Settlement of the
transaction occurred on May 8, 1997. SWEPCO Capital I will be treated as a
subsidiary of SWEPCO whose only assets are the approximately $113.4 million
principal subordinated debentures issued by SWEPCO. In addition to SWEPCO's
oblig obligation under the subordinated debentures, SWEPCO has also agreed to a
security obligation which represents a full and unconditional guarantee of
SWEPCO Capital I's trust obligations.
On May 8, 1997, CPL's business trust, CPL Capital I, sold to underwriters in a
negotiated offering $150 million, 8.00% Series A, Quarterly Income Preferred
Securities due April 2037. The proceeds from the sale of these securities were
used by CPL to repay short-term debt, to reimburse CPL's treasury for the cost
of reacquiring approximately $87.5 million of 4.00% Series, 4.20% Series, 7.12%
Series and 8.72% Series preferred stock, to provide working capital and for
other general corporate purposes. Settlement of the transaction occurred on May
14, 1997. CPL Capital I will be treated as a subsidiary of CPL whose only assets
are the approximately $154.6 million principal subordinated debentures issued by
CPL. In addition to CPL's obligation under the subordinated debentures, CPL has
also agreed to a security obligation which represents a full and unconditional
guarantee of CPL Capital I's trust obligations.
<PAGE>
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 1996 Combined Annual Report on Form 10-K are hereby
incorporated by reference and made a part of this report.
Page
Reference
1996 Combined Annual Report on Form 10-K pages 2-39 through 2-71
<TABLE> <S> <C>
<ARTICLE> OPUR1
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<NAME> CENTRAL AND SOUTH WEST CORPORTION & SUBS
<SUBSIDIARY>
<NUMBER> 001
<NAME> CENTRAL AND SOUTH WEST CORPORATION & SUBS
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<PERIOD-END> Mar-31-1997 Mar-31-1997
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33 33
292 292
<LONG-TERM-DEBT-NET> 3,888 3,888
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<LONG-TERM-DEBT-CURRENT-PORT> 200 200
1 1
<CAPITAL-LEASE-OBLIGATIONS> 8 8
<LEASES-CURRENT> 2 2
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3,639 3,639
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<GROSS-OPERATING-REVENUE> 5,217 5,217
<INCOME-TAX-EXPENSE> 208 208
<OTHER-OPERATING-EXPENSES> 4,232 4,232
<TOTAL-OPERATING-EXPENSES> 4,440 4,440
<OPERATING-INCOME-LOSS> 777 777
<OTHER-INCOME-NET> (65) (65)
<INCOME-BEFORE-INTEREST-EXPEN> 712 712
<TOTAL-INTEREST-EXPENSE> 416 416
<NET-INCOME> 420 420
18 18
<EARNINGS-AVAILABLE-FOR-COMM> 402 402
<COMMON-STOCK-DIVIDENDS> 366 366
<TOTAL-INTEREST-ON-BONDS> 205 205
<CASH-FLOW-OPERATIONS> 843 843
<EPS-PRIMARY> 1.91 1.91
<EPS-DILUTED> 1.91 1.91
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 002
<NAME> CENTRAL AND SOUTH WEST CORP.
<MULTIPLIER> 1,000,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997
<PERIOD-END> Mar-31-1997 Mar-31-1997
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 0 0
<OTHER-PROPERTY-AND-INVEST> 3,982 3,982
<TOTAL-CURRENT-ASSETS> 450 450
<TOTAL-DEFERRED-CHARGES> 0 0
<OTHER-ASSETS> 13 13
<TOTAL-ASSETS> 4,445 4,445
<COMMON> 743 743
<CAPITAL-SURPLUS-PAID-IN> 1,038 1,038
<RETAINED-EARNINGS> 1,897 1,897
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3,678 3,678
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 619 619
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 148 148
<TOT-CAPITALIZATION-AND-LIAB> 4,445 4,445
<GROSS-OPERATING-REVENUE> 0 0
<INCOME-TAX-EXPENSE> (18) (18)
<OTHER-OPERATING-EXPENSES> 65 65
<TOTAL-OPERATING-EXPENSES> 47 47
<OPERATING-INCOME-LOSS> (47) (47)
<OTHER-INCOME-NET> 364 364
<INCOME-BEFORE-INTEREST-EXPEN> 317 317
<TOTAL-INTEREST-EXPENSE> 35 35
<NET-INCOME> 402 402
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 402 402
<COMMON-STOCK-DIVIDENDS> 366 366
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 665 665
<EPS-PRIMARY> 1.91 1.91
<EPS-DILUTED> 1.91 1.91
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 011
<NAME> CSW ENERGY, INC.
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997
<PERIOD-END> Mar-31-1997 Mar-31-1997
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 0 0
<OTHER-PROPERTY-AND-INVEST> 113,781 113,781
<TOTAL-CURRENT-ASSETS> 30,671 30,671
<TOTAL-DEFERRED-CHARGES> 0 0
<OTHER-ASSETS> 225,943 225,943
<TOTAL-ASSETS> 370,395 370,395
<COMMON> 1 1
<CAPITAL-SURPLUS-PAID-IN> 108,139 108,139
<RETAINED-EARNINGS> (4,279) (4,279)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 103,861 103,861
0 0
0 0
<LONG-TERM-DEBT-NET> 199,814 199,814
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 66,720 66,720
<TOT-CAPITALIZATION-AND-LIAB> 370,395 370,395
<GROSS-OPERATING-REVENUE> 21,220 21,220
<INCOME-TAX-EXPENSE> (5,882) (5,882)
<OTHER-OPERATING-EXPENSES> 19,385 19,385
<TOTAL-OPERATING-EXPENSES> 13,503 13,503
<OPERATING-INCOME-LOSS> 7,717 7,717
<OTHER-INCOME-NET> (5,057) (5,057)
<INCOME-BEFORE-INTEREST-EXPEN> 2,660 2,660
<TOTAL-INTEREST-EXPENSE> 11,781 11,781
<NET-INCOME> (9,121) (9,121)
0 0
<EARNINGS-AVAILABLE-FOR-COMM> (9,121) (9,121)
<COMMON-STOCK-DIVIDENDS> 0 0
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> (142,598) (142,598)
<EPS-PRIMARY> (0.04) (0.04)
<EPS-DILUTED> (0.04) (0.04)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 026
<NAME> ENERSHOP INC.
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997
<PERIOD-END> Mar-31-1997 Mar-31-1997
<BOOK-VALUE> PER-BOOK PRO-FORMA
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<OTHER-PROPERTY-AND-INVEST> 95 95
<TOTAL-CURRENT-ASSETS> 324 324
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<OTHER-ASSETS> 430 430
<TOTAL-ASSETS> 849 849
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<CAPITAL-SURPLUS-PAID-IN> 1 1
<RETAINED-EARNINGS> (2,095) (2,095)
<TOTAL-COMMON-STOCKHOLDERS-EQ> (2,094) (2,094)
0 0
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<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 2,943 2,943
<TOT-CAPITALIZATION-AND-LIAB> 849 849
<GROSS-OPERATING-REVENUE> 1,222 1,222
<INCOME-TAX-EXPENSE> (867) (867)
<OTHER-OPERATING-EXPENSES> 3,614 3,614
<TOTAL-OPERATING-EXPENSES> 2,747 2,747
<OPERATING-INCOME-LOSS> (1,525) (1,525)
<OTHER-INCOME-NET> 0 0
<INCOME-BEFORE-INTEREST-EXPEN> (1,525) (1,525)
<TOTAL-INTEREST-EXPENSE> 0 0
<NET-INCOME> (1,525) (1,525)
0 0
<EARNINGS-AVAILABLE-FOR-COMM> (1,525) (1,525)
<COMMON-STOCK-DIVIDENDS> 0 0
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> (338) (338)
<EPS-PRIMARY> (0.01) (0.01)
<EPS-DILUTED> (0.01) (0.01)
</TABLE>
EXHIBIT 3
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35-_____)
Filings Under the Public Utility Holding Company Act of 1935 ("Act")
_______________, 1997
Notice is hereby given that the following filing(s) has/have
been made with the Commission pursuant to provisions of the Act and rules
promulgated thereunder. All interested persons are referred to the
application(s) and/or declaration(s) for complete statements of the proposed
transaction(s) summarized below. The application(s) and/or declaration(s) and
any amendment(s) thereto is/are available for public inspection through the
Commission's Office of Public Reference.
Interested persons wishing to comment or request a hearing on
the application(s) and/or declaration(s) should submit their views in writing by
__________, 1997 to the Secretary, Securities and Exchange Commission,
Washington, D.C. 20549, and serve a copy on the relevant applicant(s) and/or
declarant(s) at the address(es) specified below. Proof of service (by affidavit
or, in case of an attorney at law, by certificate) should be filed with the
request. Any request for hearing shall identify specifically the issues of fact
or law that are disputed. A person who so requests will be notified of any
hearing, if ordered, and will receive a copy of any notice or order issued in
the matter. After said date, the application(s) and/or declaration(s), as filed
or as amended, may be granted and/or permitted to become effective.
Central and South West Corporation, et al (File No. 70-____)
Central and South West Corporation, a Delaware corporation
("CSW") and a registered holding company under the Act, CSW Energy, Inc., a
Texas corporation ("Energy"), and EnerShop, Inc., a Delaware corporation
("EnerShop" and, collectively with CSW and Energy, the "Applicants"), hereby
file this Form U-1 Declaration (this "Declaration") under sections 6(a), 7, and
12 of the Act and Rules 45 and 58 thereunder.
The Applicants intend to acquire the securities of or
interests in energy-related companies that engage in the brokering and marketing
of energy commodities and/or engage in other energy-related activities on an
exempt basis under Rule 58 under the Act. In connection with the activities of
such companies, the Applicants seek authority through December 31, 2002, to
issue or arrange various kinds of credit support (as set forth below) in an
aggregate amount that will not exceed $250 million,4 as required or appropriate
for any Energy-Related Company, directly or indirectly: (i) to secure debt
financing; (ii) to satisfy bid bond requirements; and/or (iii) to satisfy credit
support requirements in connection with exempt activities conducted by
Energy-Related Companies and/or financing documents and agreements to which any
Energy-Related Company (directly or indirectly) becomes a party ("Guarantees").
The Applicants further request that no additional authority be required from the
Commission after December 31, 2002, in order to maintain existing Guarantees
made pursuant to authority granted in any order resulting from this Declaration,
prior to such date in accordance with the Act and all applicable rules,
regulations and orders of the Commission.
The debt financing guaranteed by the Applicants will not: (i)
exceed a term of fifteen years; or (ii)(a) bear a rate equivalent to a floating
interest rate in excess of 2% over the prime rate, London Interbank Offered Rate
or other appropriate index, in effect from time to time, or (b) bear a fixed
rate in excess of 2.5% above the yield at the time of issuance of United States
Treasury obligations of a comparable maturity. Any commitment or other fees with
respect to the debt will not exceed one percent per annum of the total amount of
debt financing.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Jonathan G. Katz
Secretary
