File No. 70-____
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM U-1 APPLICATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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SOUTHWESTERN ELECTRIC POWER COMPANY
428 Travis Street
Shreveport, Louisiana 71156
WEST TEXAS UTILITIES COMPANY
301 Cypress Street
Abilene, Texas 79601
PUBLIC SERVICE COMPANY OF OKLAHOMA
212 E. 6th Street
Tulsa, Oklahoma 74119
(Name of company filing this statement and
address of principal executive office)
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CENTRAL AND SOUTH WEST CORPORATION
(Name of top registered holding company parent)
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Wendy G. Hargus
Treasurer
Central and South West Corporation
1616 Woodall Rodgers Freeway
Dallas, Texas 75202
Joris M. Hogan
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
(Names and addresses of agents for service)
Southwestern Electric Power Company ("SWEPCO"), a Delaware
Corporation, Public Service Company of Oklahoma ("PSO"), an Oklahoma
corporation, and West Texas Utilities Company ("WTU" and, collectively with
SWEPCO and PSO, the "Applicants"), a Texas corporation, each an electric utility
subsidiary of Central and South West Corporation ("CSW"), a registered holding
company under the Public Utility Holding Company Act of 1935, as amended (the
"Act"), hereby request authority to lease to nonaffiliated third parties excess
space in the Applicants' respective office buildings and other properties owned
or leased by the Applicants but not presently used in the normal course of their
operations.
Item 1. Description of Proposed Transaction.
Due to variations in space and real property
requirements caused by normal business cycles and changing operations, the
Applicants each currently have, and will have in the future, excess space in
their respective office buildings and other rentable properties that is not or
will not be used by the Applicants in the normal course of their operations.
Applicants wish to rent these spaces or properties pending their future use or
sale. In this regard, Applicants hereby request authority to lease to
unaffiliated third parties any existing or future excess office space or other
rentable properties at what the Applicants consider to be market rates for such
space or properties at the time such leases are entered into. Applicants will
determine market rates for any particular property by surveying building leasing
agents and real estate brokers having knowledge of lease rates for space or
properties comparable to the space or property to be leased.
The properties to be leased shall include the following types
of properties: office space in buildings currently owned or leased by the
Applicants; area or local offices, which typically consist of less than 10,000
square feet; service centers which include office and warehouse facilities and
which typically consist of less than 20,000 square feet; district or division
offices, which typically consist of less than 25,000 square feet; excess
capacity in the Applicants' training facilities; miscellaneous facilities which
are being held for future use or sale and which typically consist of less than
10,000 square feet; and other improved and unimproved land. The table below
lists for each Applicant examples of properties that are not currently in use,
or in full use.
Total
Applicant Property Sq. Ft. Address City State
WTU Rankin 1,500 901 N. Main Rankin TX
Office
w/Storage 600
Building
SWEPCO Texarkana 18,500 601 Main Texarkana TX
Div. Office St.
SWEPCO Bossier Local 3,900 1975 Old Bossier LA
Office Minden Rd. City
PSO Idabel Office 8,452 100 E. Main Idabel OK
PSO Elgin 55,000 705 S. Tulsa OK
Building Elgin St.
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The following table shows the approximate amount of space
available for lease by each Applicant to unaffiliated third parties as of
December 31, 1996:
PSO SWEPCO WTU
Total Space Owned 1,143,000 874,000 532,000
Space Available for 114,000 175,000 11,000
Lease
% Available for Lease 10% 20% 2%
All rental payments from nonaffiliated third parties for
excess space are, and in the future will be, accounted for as rent from property
devoted to electric operations for the Applicant that owns the relevant building
or property. It is not intended that payments from nonaffiliated third parties
for excess space will be used to finance the acquisition of an exempt wholesale
generator ("EWG") or a foreign utility company ("FUCO") as defined in Sections
32 and 33 of the Act.
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
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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.
Rule 54 under the Act is satisfied because Rules 53(a), (b)
and (c) are satisfied. As of September 30, 1996, CSW has invested approximately
$864 million in EWGs and FUCOs or approximately 45% of CSW's "consolidated
retained earnings" as of September 30, 1996, thus satisfying Rule 53(a)(1). CSW
maintains in conformity with United States generally accepted accounting
principles and makes available the books and records required by Rule 53(a)(2).
No more than 2% of the employees of CSW's 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).
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.
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Item 2. Fees, Commissions and Expenses.
Fees and expenses to be paid or incurred in connection with
the proposed transactions are estimated as follows:
Amount
--------
Holding Company Act filing fee $ 2,000*
Counsel fees:
Milbank, Tweed, Hadley & McCloy
New York, New York 5,000
Miscellaneous and incidental expenses
including travel, telephone and
postage 500
--------
Total $7,500
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*Actual amount.
Item 3. Applicable Statutory Provisions.
Sections 9 and 10 of the Act and Rule 23 under the Act are
applicable to the leasing of property by the Applicants to nonaffiliated third
parties. To the extent any other sections of the Act or rules thereunder may be
applicable to the proposed transactions, the Applicants hereby request
appropriate orders thereunder.
The proposed transactions meet the standards of section 10 of
the Act. The Commission has authorized public utility subsidiary companies of
registered holding companies to lease excess land, office space and facilities.
See Central Power and Light Company, Holding Co. Act Release No. 26408 (November
13, 1995) (authorizing Central Power and Light Company to lease excess office
space and other unused rentable properties or
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portions thereof at market rates to unaffiliated third parties; market rates to
be determined by surveying building leasing agents and real estate brokers
having knowledge of lease rates for comparable properties) and Pennsylvania
Electric Company, Holding Co. Act Release No. 24716 (September 15, 1988)
(authorizing Pennsylvania Electric Company to lease land and buildings acquired
for future use to nonassociated third parties for rentals from $1 to $2,400 and
terms from one day to 25 years). Item 4. Regulatory Approval.
No state regulatory authority and no federal regulatory
authority, other than the Commission under the Act, has
jurisdiction over the proposed transaction.
Item 5. Procedure.
Applicants request that the Commission issue and publish no
later than February 7, 1997, the requisite notice under Rule 23 with respect to
the filing of this Application, such notice to specify a date not later than
March 7, 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 March 10, 1997, an appropriate order granting
and permitting this Application 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
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decision in this matter. 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 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 SWEPCO, PSO and WTU.
Exhibit 2 - Proposed Notice of Proceeding.
Exhibit 3 - Financial Statements of SWEPCO, PSO and WTU,
as of December 31, 1996 (to be filed by
amendment).
Exhibit 4 - Final or "Past Tense" opinion of Milbank,
Tweed, Hadley & McCloy, counsel to SWEPCO,
PSO and WTU (to be filed with Certificate of
Notification).
Item 7. Information as to Environmental Effects.
The proposed transaction does not involve major federal
action having a significant effect on the human environment. To the best of the
Applicants' knowledge, no federal agency has prepared or is preparing an
environmental impact statement with respect to the proposed transaction.
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S I G N A T U R E
- - - - - - - - -
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned have duly caused this document to be signed
on their behalf by the undersigned persons thereunto duly authorized.
Dated: January 24, 1997
SOUTHWESTERN ELECTRIC POWER COMPANY
By:/S/WENDY G. HARGUS
Wendy G. Hargus
Treasurer
PUBLIC SERVICE COMPANY OF OKLAHOMA
By:/S/WENDY G. HARGUS
Wendy G. Hargus
Treasurer
WEST TEXAS UTILITIES COMPANY
By:/S/WENDY G. HARGUS
Wendy G. Hargus
Treasurer
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INDEX OF EXHIBITS
EXHIBIT TRANSMISSION
NUMBER EXHIBIT METHOD
- ------- ------- ------------
1 Preliminary Opinion of Milbank,
Tweed, Hadley & McCloy, counsel to
SWEPCO, PSO and WTU Electronic
2 Proposed Notice of Proceeding Electronic
3 Financial Statements of SWEPCO, PSO
and WTU, as of December 31, 1996
(to be filed by amendment) ---
4 Final or "Past Tense" opinion of
Milbank, Tweed, Hadley & McCloy,
counsel to SWEPCO, PSO and WTU
(to be filed with Certificate of
Notification) ---
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EXHIBIT 1
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Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
January 24, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Southwestern Electric Power Company et al.
Form U-1 Application
Dear Sirs and Madams:
We refer to the Form U-1 Application (the "Application"),
filed today under the Public Utility Holding Company Act of 1935, as amended
(the "Act"), by Southwestern Electric Power Company ("SWEPCO"), a Delaware
corporation, Public Service Company of Oklahoma ("PSO"), an Oklahoma
corporation, and West Texas Utilities Company ("WTU" and, collectively with
SWEPCO and PSO, the "Applicants"), a Texas corporation, each a wholly-owned
public utility subsidiary of Central and South West Corporation, a Delaware
Corporation and a registered holding company. The Application relates to the
Applicants' request for authority under the Act to lease, to unaffiliated third
parties, excess office space in certain properties they own or lease (the
"Properties"), all as more fully described in the Application. We have acted as
special counsel for the Applicants in connection with the filing of the
Application and, as such counsel, we are familiar with the corporate proceedings
taken and to be taken by the Applicants in connection with leasing the
Properties.
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 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 Application.
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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 Properties are leased in accordance with the Application, as it may be
amended (the "Leases"), and subject to the assumptions and conditions set forth
below:
1. All state laws applicable to the Leases will have
been complied with; and
2. The Leases will not violate the legal rights of
the holders of any securities issued by the Applicants
or any associate company thereof.
The opinions expressed above are subject to the following
assumptions or conditions:
a. The Leases shall have been duly authorized
and approved, to the extent required by state law, by
the Board of Directors of the Applicants.
b. The Securities and Exchange Commission shall
have duly entered an appropriate order or orders
granting and permitting the Application to become
effective.
c. The Leases shall be in accordance with any
required approvals, authorizations, consents, certificates and
orders of any state commission or regulatory authority and all
such required approvals, authorizations, consents,
certificates and orders shall have been obtained and remain in
effect.
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.
e. All legal matters incident to the Leases shall be
satisfactory to us, including the receipt in satisfactory form
of opinions of other counsel qualified to practice in
jurisdictions pertaining to the Leases in which we are not
admitted to practice.
We hereby consent to the use of this opinion as an exhibit to
the Application.
Very truly yours,
Milbank, Tweed, Hadley & McCloy
JMH/GWG
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EXHIBIT 2
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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 filings(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 addresses specified below. Proof of service (by affidavit,
or, in case of any 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 of order issued in
the matter. After said date, the application(s) and/or
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declaration(s), as filed or as amended, may be granted and/or
permitted to become effective.
Southwestern Electric Power Company (File No. 70-____)
Southwestern Electric Power Company ("SWEPCO"), a Delaware
Corporation, Public Service Company of Oklahoma ("PSO"), an Oklahoma
corporation, and West Texas Utilities Company ("WTU" and, collectively with
SWEPCO and WTU, the "Applicants"), a Texas corporation, each an electric utility
subsidiary of Central and South West Corporation ("CSW"), a registered holding
company under the Public Utility Holding Company Act of 1935, as amended (the
"Act"), have filed an application under sections 9(a) and 10 or the Act and Rule
23 thereunder requesting authority to lease to nonaffiliated third parties
excess space in the Applicants' respective office buildings and other properties
owned or leased by the Applicants but not presently used in the normal course of
their operations.
The properties to be leased shall include the following types
of properties: office space in buildings currently owned or leased by the
Applicants; area or local offices, which typically consist of less than 10,000
square feet; service centers which include office and warehouse facilities and
which typically consist of less than 20,000 square feet; district or division
offices, which typically consist of less than 25,000 square feet; excess
capacity in the Applicants' training facilities; miscellaneous facilities which
are being held for future use or sale and which typically consist of less than
10,000 square feet; and other improved and unimproved land.
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For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Jonathan G. Katz
Secretary
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