File No. 70-9083
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4 TO THE
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
Amendment No. 4 to the Form U-1 Declaration in File No. 70-9083 (the
"Declaration") to amend Item 6 thereof for the purpose of filing a revised
Preliminary Opinion of Counsel to replace the Preliminary Opinion of Counsel
previously filed as Exhibit 1 to the Declaration. In all other respects, the
Declaration as previously filed and amended will remain the same.
Item 6. Exhibits and Financial Statements.
Item 6 is hereby amended to file the following revised exhibit:
Exhibit 1 - Revised Preliminary Opinion of Counsel.
<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: October 15, 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 Revised Preliminary Opinion of Counsel. Electronic
2 Financial Statements of CSW and ---
subsidiaries per books and pro forma
as of March 31, 1997 (previously
filed).
3 Proposed Notice of Proceeding ---
(previously filed).
EXHIBIT 1
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
October 15, 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 Energy-Related Companies are or will be each validly
incorporated and duly existing under the laws of their respective
States of incorporation.
3. Any debt securities guaranteed by the Applicants in
accordance with an order permitting the Declaration to become effective
will be valid and binding obligations of the issuing Energy-Related
Company in accordance with their terms, except to the extent such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the
enforcement of creditors' rights generally or by applicable principles
of equity (regardless of whether such enforceability is sought in a
proceeding at law or in equity).
4. 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
