File No. 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-1 APPLICATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
------------------------
CENTRAL AND SOUTH WEST CORPORATION
1616 Woodall Rodgers Freeway
Dallas, TX 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)
------------------------
Wendy G. Hargus, Treasurer
Central and South West Corporation
1616 Woodall Rodgers Freeway
Dallas, Texas 75202
Joris M. Hogan, Esq.
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005-1413
(Names and addresses of agents for service)
<PAGE>
Central and South West Corporation ("CSW"), a Delaware
corporation and a registered holding company under the Public Utility Holding
Company Act of 1935, as amended (the "Act"), hereby files this Form U-1
Application seeking authority to institute a common stock repurchase program.
Specifically, CSW seeks authority: (1) to repurchase up to twenty percent
(approximately 42.44 million shares) of its issued and outstanding common stock,
par value $3.50, as of June 30, 1997, through open market purchases, purchases
from CSW's employee benefit plans (pursuant to the terms and conditions of such
plans), tender offers (including without limitation odd-lot tender offers),
privately negotiated block purchases or any other appropriate method from time
to time through December 31, 2002; and (2) to use short-term borrowings,
including without limitation funds borrowed through its commercial paper
program, to finance such repurchases of its common stock on an interim basis
until permanent financing is secured. Item 1. Description of the Proposed
Transactions.
CSW proposes to repurchase up to twenty percent (approximately
42.44 million shares) of its outstanding common stock, par value $3.50
("Shares"), as of June 30, 1997, through open market purchases, purchases from
its employee benefit plans (pursuant to the terms and conditions of such plans),
tender offers (including without limitation odd-lot tender offers), privately
negotiated block purchases or any other appropriate method from time to time
through December 31, 2002 ("Purchases"). The objectives of the Purchases are to
support the market price of CSW's common stock, to facilitate any disaggregation
or other restructuring that may be mandated or made attractive by electric
utility restructuring legislation or the evolution of a competitive electricity
marketplace, to gain the flexibility to adjust its capital structure, and to
effectively utilize the proceeds of any system for stranded cost recovery
pursuant to electric utility restructuring legislation that may be adopted at
the federal or state level.
With respect to the repurchase of its common shares, the
authority requested is similar to that granted to CSW by a series of orders of
the Commission in File No. 70-7479 (HCAR No. 24563 (Jan. 21, 1988); HCAR No.
25016 (Dec. 29, 1989); HCAR No. 25440 (Dec. 23, 1991); HCAR No. 25961 (Dec. 22,
1993)), under which CSW was authorized to repurchase, through open market
purchases and negotiated transactions, up to 10% of its issued and outstanding
common stock as of September 30, 1987. CSW allowed this authority to expire on
December 31, 1995.
However, at present, CSW believes it once again would be
economically beneficial to be in a position to purchase and retire Shares from
time to time so that it may change its capital structure as necessary or
desirable in a more competitive electric utility industry. Because of the
prohibition contained in Section 12(c) of the Act and the absence of any
exemption under Rule 42, CSW currently is unable to take advantage of any
opportunities to purchase and retire Shares to achieve a lower cost of capital
and realize the related dividend savings, which would benefit both shareholders
and ratepayers. Although CSW has no present intention to purchase and retire
Shares, it believes it would be economically beneficial to be in a position to
take advantage of any favorable market conditions that may develop.
CSW intends to use its general funds and/or short-term
borrowings, including without limitation funds borrowed through its commercial
paper program previously authorized by order dated March 28, 1997 (HCAR No.
26697; File No. 70-8557) to finance its purchase of Shares on an interim basis,
until such time as the amounts paid in respect of repurchased shares are
refinanced on a permanent basis or repaid using internally generated funds, the
proceeds of any issuance of preferred stock or debt securities by CSW and/or its
subsidiaries (either pursuant to separate Commission authority or subject to
further Commission approval), or the proceeds of any system for stranded cost
recovery pursuant to electric utility restructuring legislation that may be
adopted at the federal or state level.
CSW will file a certificate of notification pursuant to Rule
24 within sixty days of the end of any quarterly period in which it repurchases
Shares, which certificate will report: (1) the number of Shares repurchased; and
(2) the aggregate purchase price paid for the Shares repurchased.
Item 2. Fees, Commissions and Expenses.
An estimate of the fees and expenses to be paid or incurred by
CSW in connection with the proposed transactions is as follows:
Counsel Fees:
Milbank, Tweed, Hadley & McCloy ........ $ 5,000
Miscellaneous and incidental expenses
including travel, telephone and
postage ................................ 1,000
Total .................................... $ 6,000
Item 3. Applicable Statutory Provisions.
Sections 9(a), 10 and 12(c) of the Act and Rule 42 thereunder are
or may be applicable to the transactions proposed herein. To the extent that any
other sections of the Act may be applicable to the proposed transactions, CSW
hereby requests appropriate authority thereunder. CSW believes that numerous
orders of the Commission provide precedent for the its repurchase of common
stock and, accordingly, the applicable standards of the Act and the rules
thereunder are satisfied. See, e.g., Central and South West Corp., HCAR No.
25961 (Dec. 22, 1993); Entergy Corp., HCAR No. 25699 (Dec. 9, 1992); General
Public Utilities Corp., HCAR No. 25749 (Feb. 24, 1993); National Fuel Gas Co.,
HCAR No. 25052 (Mar. 9, 1990); American Electric Power Co., HCAR No. 25036 (Feb.
8, 1990).
Rule 54
No proceeds from the proposed transactions will be used by CSW
or any subsidiary thereof for the direct or indirect acquisition of an interest
in an exempt wholesale generator, as defined in Section 32 of the Act ("EWG"),
or a foreign utility company, as defined in Section 33 of the Act ("FUCO"). Rule
54 promulgated under the Act states that in determining whether to approve the
issue or sale of a security by a registered holding company for purposes other
than the acquisition of an EWG or a FUCO, or other transactions by such
registered holding company or its subsidiaries other than with respect to EWGs
or FUCOs, the Commission shall not consider the effect of the capitalization or
earnings of any subsidiary which is an EWG or a FUCO upon the registered holding
company system if Rule 53(a), (b) and (c) are satisfied. As set forth below, all
applicable conditions set forth in Rule 53(a) are, and, assuming the
consummation of the transactions proposed herein, will be, satisfied and none of
the conditions set forth in Rule 53(b) exist or will exist as a result of the
transactions proposed herein thereby satisfying such provision and making Rule
53(c) inapplicable.
CSW's "aggregate investment" (as defined under Rule 53(a) of
the Act) in EWGs and FUCOs as of September 11, 1997 was approximately $921
million, or approximately 47% of $1,970 million, CSW's average consolidated
retained earnings for the four consecutive quarter periods ended June 30, 1997.
CSW thus satisfies Rule 53(a)(1). CSW will maintain and make available the books
and records required by Rule 53(a)(2). No more than 2% of the employees of the
Operating Subsidiaries will, at any one time, directly or indirectly, render
services to an EWG or FUCO in which CSW directly or indirectly owns an interest,
satisfying Rule 53(a)(3). And lastly, CSW will submit a copy of Item 9 and
Exhibits G and H of CSW's Form U5S to each of the public service commissions
having jurisdiction over the retail rates of CSW's operating utility
subsidiaries, satisfying Rule 53(a)(4). Item 4. Regulatory Approval.
No state or federal regulatory authority, other than the
Commission, has jurisdiction over the proposed transactions.
Item 5. Procedure.
The Company respectfully requests that the Commission issue no
later than September 19, 1997 the requisite notice under Rule 23 with respect to
the filing of this Application, such notice to specify a date not later than
October 13, 1997, as the date after which an order granting and permitting this
Application to become effective may be entered by the Commission and the
Commission enter not later than October 14, 1997, an appropriate order granting
and permitting this Application to become effective.
No recommended decision by a hearing officer or any other
responsible officer of the Commission is necessary or required in this matter.
The Division of Investment Management of the Commission may assist in the
preparation of the Commission's decision in this matter. There should be no
30-day waiting period between the issuance and the effective date of any order
issued by the Commission in this matter; and it is respectfully requested that
any such order be made effective immediately upon the entry thereof.
Item 6. Exhibits and Financial Statements.
Exhibit 1 - Preliminary Opinion of Milbank, Tweed, Hadley &
McCloy, counsel to CSW.
Exhibit 2 - Proposed Notice of Proceeding.
Exhibit 3 - Financial Statements per books and pro forma as of
June 30, 1997 of CSW and subsidiaries.
Item 7. Information as to Environmental Effects.
The Commission's action in this matter will not constitute any
major federal action having a significant effect on the human environment. To
the best of CSW's knowledge, no federal agency has prepared or is preparing an
environmental impact statement with respect to the proposed transactions.
<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.
Dated: September 16, 1997
CENTRAL AND SOUTH WEST CORPORATION
By: /s/WENDY G. HARGUS
Wendy G. Hargus
Treasurer
<PAGE>
INDEX OF EXHIBITS
EXHIBIT TRANSMISSION
NUMBER EXHIBITS METHOD
- ------- -------- ------------
1 Preliminary Opinion of Milbank, Tweed, Electronic
Hadley & McCloy, counsel to CSW.
2 Proposed Notice of Proceeding. Electronic
3 Financial Statements per books and pro Electronic
forma as of June 30, 1997 of CSW and
subsidiaries.
EXHIBIT 1
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
September 16, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Central and South West Corporation
Form U-1 Application
Dear Sirs:
We refer to the Form U-1 Application (the "Application") 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, for authority to repurchase up to twenty percent
of the issued and outstanding shares of CSW's common stock, par value $3.50 per
share, from time to time through December 31, 2002 (the "Repurchases"), as more
fully described in the Application. We have acted as counsel for CSW in
connection with the filing of the Application.
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.
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 Repurchases are consummated in accordance with the
Application, as it may be amended, and subject to the assumptions and conditions
set forth below:
1. All state laws applicable to the proposed Repurchases as
described in the Application will have been complied with.
2. The consummation of the proposed Repurchases as described
in the Application will not violate the legal rights of the lawful
holders of any securities issued by CSW or any associate company of
CSW.
The opinions expressed above in respect of the proposed
Repurchases as described in the Application are subject to the following
assumptions or conditions:
a. The Repurchases shall have been duly authorized and
approved to the extent required by state law by the
Board of Directors of the Companies.
b. The Securities and Exchange Commission shall have
duly entered an appropriate order or orders granting
and permitting the Application to become effective
with respect to the Repurchases described therein.
c. The Repurchases 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 Application.
Very truly yours,
MILBANK, TWEED, HADLEY & McCLOY
EXHIBIT 2
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 the 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 the case of an attorney at law, by certificate) should be filed with the
request. Any request for hearing shall identify specifically the issues of fact
or law that are disputed. A person who so requests will be notified of any
hearing, if ordered, and will receive a copy of any notice or order issued in
the matter. After said date, the application(s) and/or declaration(s), as filed
or as amended, may be granted and/or permitted to become effective.
Central and South West Corporation, et al. (70- )
Central and South West Corporation ("CSW"), a registered
holding company located at 1616 Woodall Rodgers Freeway, Dallas, TX 75202 have
filed an application under Sections 9(a), 10 and 12(c) of the Act and Rule 42
thereunder.
CSW proposes to repurchase up to twenty percent approximately
42.44 million shares) of its outstanding Common Stock, par value $3.50
("Shares"), as of June 30, 1997, through open market purchases, purchases from
its employee benefit plans (pursuant to the terms and conditions of such plans),
tender offers (including without limitation odd-lot tender offers), privately
negotiated block purchases or any other appropriate method from time to time
through December 31, 2002.
With respect to the repurchase of its common shares, the
authority requested is similar to that granted to CSW by a series of orders of
the Commission in File No. 70-7479 (HCAR No. 24563 (Jan. 21, 1988); HCAR No.
25016 (Dec. 29, 1989); HCAR No. 25440 (Dec. 23, 1991); HCAR No. 25961 (Dec. 22,
1993)), under which CSW was authorized to repurchase, through open market
purchases and negotiated transactions, up to 10% of its issued and outstanding
common stock as of September 30, 1987. CSW allowed this authority to expire on
December 31, 1995.
CSW intends to use its general funds and/or short-term
borrowings, including without limitation funds borrowed through its commercial
paper program previously authorized by order dated March 28, 1997 (HCAR No.
26697; File No. 70-8557) to finance its purchase of Shares on an interim basis,
until such time as the amounts paid in respect of repurchased shares are
refinanced on a permanent basis or repaid using internally generated funds, the
proceeds of any issuance of preferred stock or debt securities that may be
conducted by CSW and/or its subsidiaries (either pursuant to separate Commission
authority or subject to further Commission approval), or the proceeds of any
system for stranded cost recovery pursuant to electric utility restructuring
legislation that may be adopted at the federal or state level.
CSW will file a certificate of notification pursuant to Rule
24 within sixty days of the end of any quarterly period in which it repurchases
Shares, which certificate will report: (1) the number of Shares repurchased; and
(2) the aggregate purchase price paid for the Shares repurchased.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Jonathan G. Katz
Secretary
INDEX EXHIBIT 3
TO
FINANCIAL STATEMENTS Page
Number
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES
Consolidated Balance Sheets - Per Books and Pro Forma
as of June 30, 1997 2 - 3
Consolidated Statement of Income for the Twelve Months Ended
June 30, 1997 4
Consolidated Statement of Retained Earnings for the Twelve Months Ended
June 30, 1997 5
CENTRAL AND SOUTH WEST CORPORATION (CORPORATE)
Balance Sheets - Per Books and Pro Forma as of June 30, 1997 6
Statement of Income for the Twelve Months Ended June 30, 1997 7
PRO FORMA ADJUSTMENTS TO BALANCE SHEETS 8
STATEMENT OF CHANGES 9
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 10
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF JUNE 30, 1997
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
--------------------------------
ASSETS
FIXED ASSETS
Electric utility plant
Production $5,800 $5,800
Transmission 1,553 1,553
Distribution 4,321 4,321
General 1,369 1,369
Construction work in progress 185 185
Nuclear fuel 193 193
Other Diversified 171 171
--------------------------------
13,592 13,592
Less - Accumulated depreciation 5,050 5,050
--------------------------------
8,542 8,542
--------------------------------
CURRENT ASSETS
Cash and temporary cash investments 268 268
Accounts receivable 1,004 1,004
Materials and supplies, at average cost 181 181
Electric fuel inventory 83 83
Under-recovered fuel costs 59 59
Prepayments and other 86 86
--------------------------------
1,681 1,681
--------------------------------
DEFERRED CHARGES AND OTHER ASSETS
Deferred plant costs 506 506
Mirror CWIP asset - net 292 292
Other non-utility investments 343 343
Income tax related regulatory assets, net 236 236
Goodwill 1,463 1,463
Other 360 360
--------------------------------
3,200 3,200
--------------------------------
$13,423 $0 $13,423
================================
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF JUNE 30, 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 1,039 1,039
Retained earnings 1,887 1,887
Foreign currency translation and other 38 38
--------------------------------
Total Common Stock Equity 3,707 3,707
--------------------------------
Preferred stock
Not subject to mandatory redemption 176 176
Subject to mandatory redemption 28 28
Subsidiary obligated, mandatorily
redeemable, trust preferred securities 324 324
Long-term debt 3,979 3,979
--------------------------------
Total Capitalization 8,214 8,214
--------------------------------
CURRENT LIABILITIES
Long-term debt/preferred stock
due within twelve months 204 204
Short-term debt 400 400
Short-term debt - CSW Credit 708 708
Loan Notes 67 67
Accounts payable 494 494
Accrued taxes 245 245
Accrued interest 102 102
Other 249 249
--------------------------------
2,469 2,469
--------------------------------
DEFERRED CREDITS
Accumulated deferred income taxes 2,244 2,244
Investment tax credits 284 284
Other 212 212
--------------------------------
2,740 2,740
--------------------------------
$13,423 $0 $13,423
================================
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF INCOME
FOR THE TWELVE MONTHS JUNE 30, 1997
UNAUDITED
(Millions)
OPERATING REVENUES $5,135
-----------
OPERATING EXPENSES AND TAXES
U.S. Electric fuel and purchased power 1,215
United Kingdom Cost of Sales 1,295
Operating and maintenance 1,064
Depreciation and amortization 468
Taxes, other than income 183
Income taxes 178
-----------
4,403
-----------
OPERATING INCOME 732
-----------
OTHER INCOME AND DEDUCTIONS 34
-----------
INCOME BEFORE INTEREST CHARGES 766
-----------
INTEREST AND OTHER CHARGES
Interest on long-term debt 332
Distributions on trust preferred securities 4
Interest on short-term debt and other 75
-----------
411
-----------
INCOME FROM CONTINUING OPERATIONS 355
-----------
DISCONTINUED OPERATIONS
Gain on the sale of discontinued
operations, net of tax of $0.3 8
-----------
NET INCOME 363
Less: preferred stock dividends 16
Gain on reacquired preferred stock 10
-----------
NET INCOME FOR COMMON STOCK $357
===========
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
FOR THE TWELVE MONTHS JUNE 30, 1997
UNAUDITED
(Millions)
RETAINED EARNINGS AT JUNE 30, 1996 $1,897
Add: Net income for common stock 357
-----------
2,254
-----------
Deduct: Common stock dividends 367
-----------
RETAINED EARNINGS AT JUNE 30, 1997 $1,887
===========
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF JUNE 30, 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) 4,044 4,044
--------------------------------
CURRENT ASSETS
Cash and temporary cash investments 15 15
Accounts and interest receivable -
Affiliated 106 106
Prepayments and other 4 4
--------------------------------
125 125
--------------------------------
DEFERRED CHARGES AND OTHER ASSETS 14 14
--------------------------------
$4,183 $0 $4,183
================================
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 1,039 1,039
Retained earnings 1,887 1,887
Foreign currency translation and other 3 3
--------------------------------
Total Common Stock Equity 3,672 3,672
--------------------------------
Long-term debt 0 0
--------------------------------
Total Capitalization 3,672 3,672
--------------------------------
CURRENT LIABILITIES
Short-term debt 400 400
Accounts payable and other 123 123
--------------------------------
523 523
--------------------------------
DEFERRED CREDITS (12) (12)
--------------------------------
$4,183 $0 $4,183
================================
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
STATEMENT OF INCOME
FOR THE TWELVE MONTHS JUNE 30, 1997
UNAUDITED
(Millions)
INCOME
Equity in earnings of subsidiaries
Central Power and Light Company $121
Public Service Company of Oklahoma 69
Southwestern Electric Power Company 86
West Texas Utilities Company 25
SEEBOARD U.S.A. 103
CSW Credit, Inc. 8
CSW Energy, Inc. 6
CSW Leasing, Inc. 1
CSW International, Inc. (1)
CSW Communications, Inc. (6)
Enershop Inc. (2)
Central and South West Services, Inc. 0
Other Income 20
----------
$430
----------
EXPENSES AND TAXES
General and administrative expenses 60
Depreciation and amortization expense 1
Interest expense 42
Taxes, other than income 2
Federal income taxes (24)
----------
81
----------
DISCONTINUED OPERATIONS
Gain on sale of discontinued operations, net
of tax of $0.3 8
----------
NET INCOME $357
==========
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
PRO FORMA ADJUSTMENTS TO BALANCE SHEETS
JUNE 30, 1997
UNAUDITED
(Millions)
DR CR
---------------------
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES
None
CENTRAL AND SOUTH WEST CORPORATION (CORPORATE)
None
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF CHANGES
There have been no significant changes in the financial statements of
Central and South West Corporation and subsidiary companies subsequent to June
30, 1997, other than in the ordinary course of business.
<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
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