UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-9C-3
QUARTERLY REPORT PURSUANT TO RULE 58
Central and South West Corporation
- --------------------------------------------------------------------------------
(Name of registered holding company)
1616 Woodall Rodgers Freeway
Dallas, Texas 75202
- --------------------------------------------------------------------------------
(Address of principal executive offices)
<PAGE>
ITEM 1 - ORGANIZATION CHART
<TABLE>
<CAPTION>
Name Energy or State Percentage
of Reporting gas-related Date of of of Voting Nature of
Company Company Organization Organization Securities Held Business
- ------------------------------------------- ----------- -------------- ------------ --------------- ------------
<S> <C> <C> <C> <C> <C>
Central and South West Corporation Energy 1925 Delaware NA Registered Holding
Company
CSW Energy, Inc. Energy Aug-83 Texas 100% Holding Company
CSW Development-I, Inc. Energy Dec-90 Delaware 100% Holding Company
CSW Mulberry II, Inc. Energy Feb-94 Delaware 100% Holding Company
CSW Mulberry, Inc. Energy Feb-94 Delaware 100% Holding Company
Polk Power GP II, Inc. Energy Mar-95 Delaware 50% Holding Company
Polk Power GP, Inc. Energy Sep-91 Delaware 50% Holding Company
Polk Power Partners, L.P. Energy Feb-92 Delaware 46.25% Qualifying Facility
CSW Orange II, Inc. Energy Mar-95 Delaware 100% Holding Company
CSW Orange, Inc. Energy Apr-93 Delaware 100% Holding Company
Orange Cogeneration GP II, Inc. Energy Mar-95 Delaware 50% Holding Company
Orange Cogeneration G.P., Inc. Energy Feb-93 Delaware 50% Holding Company
Orange Cogeneration Limited Energy Feb-93 Delaware 50% Qualifying Facility
Partnership
Noah I Power GP, Inc. Energy May-91 Delaware 100% Holding Company
Noah I Power Partners, L.P. Energy May-91 Delaware 94.5% Holding Company
Brush Cogeneration Partners Energy Nov-91 Delaware 47.25% Qualifying Facility
CSW Ft. Lupton, Inc. Energy Apr-93 Delaware 100% Holding Company
Thermo Cogeneration Partnership, L.P. Energy Apr-93 Delaware 50% Qualifying Facility
CSW Sweeny GP I, Inc. Energy Sep-95 Delaware 100% Holding Company
CSW Sweeny GP II, Inc. Energy Sep-95 Delaware 100% Holding Company
CSW Sweeny LP I, Inc. Energy Sep-95 Delaware 100% Holding Company
CSW Sweeny LP II, Inc. Energy Sep-95 Delaware 100% Holding Company
Sweeny Cogeneration Limited Energy Sep-95 Delaware 100% Qualifying Facility
Partnership
CSW Power Marketing, Inc.(*) Energy Mar-96 Delaware 100% Dormant
CSW Services International, Inc. (*) Energy Mar-97 Delaware 100% Dormant
Public Service Company of Oklahoma (PSO) Energy May-13 Oklahoma 100% Electric Utility
Excel Energy Technologies, Inc. Energy Sep-92 Delaware 3.3% Energy Management
Systems
* Dormant
</TABLE>
ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS
<TABLE>
<CAPTION>
Principal
Company Type of Amount of Issue Cost Person to Collateral Consideration
Issuing Security Security or of Whom Security Given With Received for
Security Issued (000's) Renewal Capital Was Issued Security Each Security
- --------------------- -------------- ------------------ -------- -------- ----------- ---------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Sweeny Cogeneration
Limited Partnership Loan Note $54,829
Excel Energy Senior Secured Patents & Related $200,000 cash
Technologies, Inc. Debenture 200 6/12/97 10% PSO Technology investment
Company Company Amount
Contributing Receiving of
Capital Capital Capital Contribution
- --------------------- -------------- ----------------------------
None
</TABLE>
ITEM 3 - ASSOCIATE TRANSACTIONS
Part I - Transactions performed by reporting companies on behalf of associate
companies
<TABLE>
<CAPTION>
Reporting Associate Direct Indirect Total
Company Company Types of Costs Costs Amount
Rendering Receiving Services Charged Charged Cost Billed
Services Services Rendered (000's) (000's) of Capital (000's)
- ------------------ ----------------- ----------------------- ------------ ------------ ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
Excel Energy Central and South Systems - Pilot Program $11 $11
Technologies, Inc. West Services, Inc.
</TABLE>
Part II - Transactions performed by associate companies on behalf of reporting
companies
<TABLE>
<CAPTION>
Associate Reporting Direct Indirect Total
Company Company Types of Costs Costs Amount
Rendering Receiving Services Charged Charged Cost Billed
Services Services Rendered (000's) (000's) of Capital (000's)
- ------------------ ------------------- ------------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
CSW Energy, Inc. Orange Cogeneration
Limited Partnership Plant Services $287 $146 $433
CSW Energy, Inc. Polk Power Partners, L.P. Plant Services 309 147 456
For other associate company transactions, please refer to the most recent annual report on Form U-13-60 filed by Central and South
West Corporation with the Securities and Exchange Commission.
</TABLE>
ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT
<TABLE>
<CAPTION>
Investments in energy-related companies: (Millions)
<S> <C>
Total consolidated capitalization as of June 30, 1997 $8,214 line 1
Total capitalization multiplied by 15% 1,232 line 2
(line 1 multiplied by 0.15)
Greater of $50 million or line 2 1,232 line 3
Total current aggregate investment: (Beginning 4/1/97)
(categorized by major line of energy-related business)
Energy-related business category 8 QF 55
Energy-related business category 1 Energy Services 0
Total current aggregate investment 55 line 4
-------------
Difference between the greater of $50 million or 15% of capitalization
and the total aggregate investment of the registered holding company system
(line 3 less line 4) $1,177 line 5
=============
Investment in gas-related companies:
Total current aggregate investment:
(categorized by major line of gas-related business)
Gas-related business category 1 0
Gas-related business category 2 0
-
Total current aggregate investment $0
=============
</TABLE>
ITEM 5 - OTHER INVESTMENTS
<TABLE>
<CAPTION>
Other Other
Major Line Investment in Last Investment in This
of Energy-Related U-9C-3 Report U-9C-3 Report Reason for Difference in
Business (000's) ** (000's) Other Investment**
- ------------------- ------------------ ------------------- -----------------------
<S> <C> <C> <C>
Qualifying Facility $0 $0 Amounts invested prior to April 1, 1997 are excluded from Item 4
Energy Services 0 2,719 Amounts invested prior to April 1, 1997 are excluded from Item 4
** This is the initial report on Form U-9C-3 of Central and South West
Corporation filed pursuant to Rule 58.
</TABLE>
ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS
Financial Statements
Balance sheets for quarter ended June 30, 1997
CSW Development-I, Inc. (consolidated)
CSW Ft. Lupton, Inc.
Sweeny Companies (consolidated)
Income Statements as of the three months and six months ended June 30, 1997
CSW Development-I, Inc. (consolidated)
CSW Ft. Lupton, Inc.
Note: No Income Statement for Sweeny Companies (Plant under
construction)
Exhibits
Exhibit A - Contract between CSW Energy, Inc. and Orange Cogeneration Limited
Partnership (Filed separately under a request for Confidential
treatment)
Exhibit B - Contract between CSW Energy, Inc. and Polk Power Partners, L.P.
(Filed separately under a request for Confidential treatment)
Exhibit C - Certificate of Central and South West Corporation
Please contact Ms. Lou Ann Lane at (214) 777-3890 with inquiries concerning this
report.
SIGNATURE
Central and South West Corporation
By: /s/ Lawrence B. Connors
--------------------------
(Name)
Controller
--------------------------
(Title)
August 29, 1997
--------------------------
(Date)
CSW Development-I, Inc.
Consolidated Balance Sheet
June 30,1997
Unaudited
(000's)
CURRENT ASSETS
Cash $ 139
Accounts Receivable 84
------------
Total Current Assets $ 223
NONCURRENT ASSETS
Equity Investment 44,892
Notes Receivable - Affiliated 17,837
Other Noncurrent 22
------------
Total Noncurrent Assets 62,751
------------
Total Assets $ 62,974
============
NONCURRENT LIABILITIES
Accrued Federal Income Tax (2,968)
Deferred Federal Income Tax 20,173
------------
Total Liabilities $ 17,205
EQUITY
Common Stock 1
Paid in Capital 43,086
Retained Earnings 2,660
Minority Interest 22
------------
Total Shareholder's Equity $ 45,769
------------
Total Liabilities and Equity $ 62,974
============
CSW Ft. Lupton, Inc.
Consolidated Balance Sheet
June 30,1997
Unaudited
(000's)
CURRENT ASSETS
Accounts Receivable - Project $ 327
Accounts Receivable - Affiliated 50,621
-----------
Total Current Assets $ 50,948
NONCURRENT ASSETS
Equity Investment 70,408
Deferred Financing Costs 2,814
Deferred Interest Expense 1,331
-----------
Total Noncurrent Assets 74,553
-----------
Total Assets $ 125,501
===========
NONCURRENT LIABILITIES
Deferred Income 2,380
Accrued Federal Income Tax 3,403
Deferred Federal Income Tax 14,634
-----------
Total Liabilities $ 20,417
EQUITY
Paid in Capital 82,626
Retained Earnings 22,458
-----------
Total Shareholder's Equity $ 105,084
-----------
Total Liabilities and Equity $ 125,501
===========
Sweeny Cogeneration Consolidated Companies
Balance Sheet
June 30,1997
Unaudited
(000's)
ASSETS
Work in Progress $ 135,917
===========
CURRENT LIABILITIES
Accounts Payable 1,048
Retainage Payable 11,024
Accrued Federal Income Tax 85
------------
Total Current Liabilities $ 12,157
NONCURRENT LIABILITIES
Notes Payable - Affiliated 123,760
-----------
Total Liabilities $ 135,917
===========
Total Liabilities and Equity $ 135,917
===========
CSW Development-I, Inc.
Consolidated Income Statement
For the Quarter Ended June 30, 1997
Unaudited
(000's)
Three Months Six Months
Ended Ended
June 30, 1997 June 30, 1997
---------------- -----------------
REVENUES
Misc. Income $75 $150
Income From Equity Investments 762 2,224
----- -------
Total Revenue 837 2,374
----- -------
EXPENSES
Operating Expenses (50) 910
Expenses Transferred Out (40) (132)
----- -------
Total Expenses (90) 778
----- -------
Net Income Before Tax 927 1,596
Provision for Income Taxes 301 468
----- -------
----- -------
Net Income $625 $1,127
===== =======
CSW Ft. Lupton, Inc.
Consolidated Income Statement
For the Quarter Ended June 30, 1997
Unaudited
(000's)
Three Months Six Months
Ended Ended
June 30, 1997 June 30, 1997
--------------- ---------------
REVENUES
Interest Income $22 $44
Misc. Income 95 118
Income From Equity Investments 3,556 5,752
------- -------
Total Revenue 3,673 5,914
------- -------
EXPENSES
Operating Expenses (38) 220
Expenses Transferred Out (0) (1)
------- -------
Total Expenses (38) 219
------- -------
Net Income Before Tax 3,711 5,695
Provision for Income Taxes 1,447 2,210
------- -------
------- -------
Net Income $2,264 $3,485
======= =======
EXHIBIT C
CENTRAL AND SOUTH WEST CORPORATION
CERTIFICATE
The undersigned certifies that he is the duly designated and acting
Controller of Central and South West Corporation, a Delaware corporation
("CSW"), and that:
(a) CSW's Quarterly Report on Form U-9C-3 filed pursuant to Rule 58 for
the quarter ended June 30, 1997 (the "Quarterly Report on Form U-9C-3") is the
first such quarterly report filed with the Securities and Exchange Commission
(the "SEC") and, therefore, CSW has not filed such a quarterly report for the
previous quarter with each state commission having jurisdiction over the retail
rates of the public-utility companies that are associate companies of any of the
reporting companies (the "Specific State Commissions"); and
(b) a conformed copy of the Quarterly Report on Form U-9C-3 shall be
filed with the Specific State Commissions promptly after filing with the SEC.
The names and addresses of the Specific State Commissions are:
Arkansas Public Service Commission
1000 Center
P. O. Box 400
Little Rock, AR 72203-0400
Louisiana Public Service Commission
One American Place
P. O. Box 91154
Baton Rouge, LA 70821-9154
Oklahoma Corporation Commission
2101 N. Lincoln Blvd.
P. O. Box 52000-2000
Oklahoma City, OK 73152-2000
Public Utility Commission of Texas
1701 N. Congress Avenue
Austin, TX 78701
IN WITNESS WHEREOF, I have hereunto set my hand as of the 29th day of
August, 1997.
/s/ Lawrence B. Connors
Lawrence B. Connors
Controller
