UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-9C-3
QUARTERLY REPORT PURSUANT TO RULE 58
FOR THE QUARTER ENDED
SEPTEMBER 30, 1997
CENTRAL AND SOUTH WEST CORPORATION (CSW)
(Name of registered holding company)
1616 WOODALL RODGERS FREEWAY
DALLAS, TEXAS 75202
(Address of principal executive offices)
<PAGE>
ITEM 1 - ORGANIZATION CHART
<TABLE>
<CAPTION>
ENERGY
OR PERCENTAGE
GAS- OF VOTING NATURE
NAME OF REPORTING COMPANY RELATED DATE OF STATE OF SECURITIES OF
(OWNERSHIP INFORMATION) COMPANY ORGANIZATION ORGANIZATION HELD BUSINESS
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Polk Power Partners, L.P. Energy Feb-92 Delaware 46.25% Qualifying
(Polk Cogen) facility
Orange Cogeneration Limited Partnership Energy Feb-93 Delaware 50% Qualifying
(Orage Cogen) facility
Brush Cogeneration Partners Energy Nov-91 Delaware 47.25% Qualifying
(Brush Cogen) facility
(OWNERSHIP THROUGH VARIOUS INTERMEDIATE HOLDING COMPANY SUBSIDIARIES ORIGINATING WITH
CSW DEVELOPMENT-I, INC / CSW ENERGY INC. / CSW)
Thermo Cogeneration Partnership, L.P. Energy Apr-93 Delaware 50% Qualifying
(Thermo Cogen) facility
(OWNERSHIP THROUGH INTERMEDIATE HOLDING COMPANY CSW FT. LUPTON, INC. / CSW ENERGY INC. / CSW)
Sweeny Cogeneration Limited Partnership Energy Sep-95 Delaware 50% Qualifying
(Sweeny Cogen) facility
(OWNERSHIP THROUGH VARIOUS INTERMEDIATE HOLDING COMPANY SUBSIDIARIES ORIGINATING WITH
CSW SWEENY GP I, INC. AND CSW SWEENY LP I, INC. / CSW ENERGY INC. / CSW)
Diversified Energy Contractors LLC (DECO) Energy Jul-97 Delaware 100% Maintenance
services
(CSW ENERGY INC. / CSW)
CSW Power Marketing, Inc. Energy Mar-96 Delaware 100% Dormant
(CSW ENERGY INC. / CSW)
CSW Services International, Inc. Energy Mar-97 Delaware 100% Dormant
(CSW ENERGY INC. / CSW)
Excel Energy Technologies, Inc. Energy Sep-92 Delaware 3.3% Energy
(Excel Energy) management
system
(PUBLIC SERVICE COMPANY OF OKLAHOMA / CSW )
</TABLE>
ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS
<TABLE>
<CAPTION>
PERSON TO
TYPE OF PRINCIPAL WHOM CONSIDERATION
COMPANY SECURITY AMOUNT OF ISSUE OR COST OF SECURITY COLLATERAL RECEIVED FOR
ISSUING SECURITY ISSUED SECURITY RENEWAL CAPITAL ISSUED GIVEN WITH EACH SECURITY
- ------------------------------------------------------------------------------------------------------------
(000's)
<S> <C> <C> <C> <C> <C> <C> <C>
Sweeny Cogen Senior loan note $1,545 CSW Energy
IPS Sweeny LLC Nonrecourse 57,660 8/14/97 15% CSW Energy 50% ownership 50% ownership
note interest in interest in
Sweeny Cogen Sweeny Cogen
DECO Loan note 45 CSW Energy
COMPANY COMPANY AMOUNT OF
CONTRIBUTING RECEIVING CAPITAL
CAPITAL CAPITAL CONTRIBUTION
- ------------------------------------------------
(000's)
None
</TABLE>
<PAGE>
ITEM 3 - ASSOCIATE TRANSACTIONS
PART I - TRANSACTIONS PERFORMED BY REPORTING COMPANIES ON BEHALF OF ASSOCIATE
COMPANIES
<TABLE>
<CAPTION>
TYPE OF DIRECT INDIRECT TOTAL
REPORTING COMPANY ASSOCIATE COMPANY SERVICES COSTS COSTS COST OF AMOUNT
RENDERING SERVICES RECEIVING SERVICES RENDERED CHARGED CHARGED CAPITAL BILLED
- --------------------------------------------------------------------------------------
(000's) (000's) (000's)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
None
</TABLE>
PART II - TRANSACTIONS PERFORMED BY ASSOCIATE COMPANIES ON BEHALF OF REPORTING
COMPANIES
<TABLE>
<CAPTION>
REPORTING TYPE OF DIRECT INDIRECT TOTAL
ASSOCIATE COMPANY COMPANY RECEIVING SERVICES COSTS COSTS COST OF AMOUNT
RENDERING SERVICES SERVICES RENDERED CHARGED CHARGED CAPITAL BILLED
- ------------------------------------------------------------------------------------------
(000's) (000's) (000's)
<S> <C> <C> <C> <C> <C> <C>
CSW Energy, Inc. Orange Cogen Plant services $358 $161 $520
CSW Energy, Inc. Polk Cogen Plant services 392 163 556
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
Investments in energy-related companies (millions):
Total consolidated capitalization as of: September 30, 1997 $8,088 line 1
Total capitalization multiplied by 15% 1,213 line 2
(line 1 multiplied by 0.15)
Greater of $50 million or line 2 1,213 line 3
Total current aggregate investment: (Beginning 4/1/97)
(categorized by major line of energy-related business)
Energy-related Category 1: Energy Services 0
Energy-related Category 7: Maintenance Services 0
Energy-related Category 8: Qualifying Facility 114
Energy-related Categories 2,3,4,5,6,9,10 --
Total current aggregate investment 114 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) $1,099 line 5
======
Investments in gas-related companies (millions):
Total current aggregate investment: (Beginning 4/1/97)
(categorized by major line of energy-related business)
Gas-related business Categories 1 and 2 --
Total current aggregate investment $0
======
<PAGE>
ITEM 5 - OTHER INVESTMENTS
MAJOR LINE OF OTHER INVESTMENT OTHER INVESTMENT REASON FOR DIFFERENCE
ENERGY-RELATED IN LAST U-9C-3 IN THIS U-9C-3 IN OTHER
BUSINESS REPORT REPORT INVESTMENT
- --------------------------------------------------------------------------------
(000's) (000's)
Energy services $2,719 $0 Amounts invested prior
to April 1, 1997 are
excluded from Item 4
Maintenance services -- 0
Qualifying facility $126,186 * 0 Amounts invested prior
to April 1, 1997 are
excluded from Item 4
* amount inadvertently omitted from previous report
ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS
FINANCIAL STATEMENTS
Balance sheets for quarter ended September 30, 1997
CSW Development-I, Inc. (consolidated)
CSW Ft. Lupton, Inc
Sweeny Companies (consolidated)
Note: No DECO balance sheet (initial capitalization only
activity)
Income Statements as of the three months and nine months ended
September 30, 1997
CSW Development-I, Inc. (consolidated)
CSW Ft. Lupton, Inc.
Note: No income statement for Sweeny Companies or DECO
(investments not operational)
EXHIBITS
Exhibit A - Certificate of Central and South West Corporation
Please contact Mr.Lee Burton at (214) 777-1291 with inquiries concerning this
report.
SIGNATURE
Central and South West Corporation
By: Lawrence B. Connors
(Name)
Controller
(Title)
December 1, 1997
(Date)
<PAGE>
CSW DEVELOPMENT-I, INC.
Consolidated Balance Sheet
September 30, 1997
Unaudited
(000's)
CURRENT ASSETS
Cash $ -
Accounts Receivable - Project 119
--------
Total Current Assets $ 119
NONCURRENT ASSETS
Equity Investment 44,107
Notes Receivable - Affiliated 21,562
Other Noncurrent 22
--------
Total Noncurrent Assets $ 65,691
---------
Total Assets $ 65,810
=========
NONCURRENT LIABILITIES
Accrued Federal Income Tax (789)
Deferred Federal Income Tax 20,108
--------
Total Liabilities $ 19,319
EQUITY
Common Stock 1
Paid in Capital 43,066
Retained Earnings 3,379
Minority Interest 45
--------
Total Shareholder's Equity $ 46,491
---------
Total Liabilities and Equity $ 65,810
=========
<PAGE>
CSW FT. LUPTON, INC.
Consolidated Balance Sheet
September 30, 1997
Unaudited
(000's)
CURRENT ASSETS
Accounts Receivable - Project $ -
Accounts Receivable - Affiliated 53,953
----------
Total Current Assets $ 53,953
NONCURRENT ASSETS
Equity Investment 69,867
Deferred Financing Costs 2,758
Deferred Interest Expense 1,315
----------
Total Noncurrent Assets $ 73,940
----------
Total Assets $ 127,893
==========
NONCURRENT LIABILITIES
Deferred Income 2,348
Accrued Federal Income Tax 2,574
Deferred Federal Income Tax 15,887
----------
Total Liabilities $ 20,809
EQUITY
Paid in Capital 82,626
Retained Earnings 24,458
----------
Total Shareholder's Equity $ 107,084
----------
Total Liabilities and Equity $ 127,893
==========
<PAGE>
SWEENY COGENERATION CONSOLIDATED COMPANIES
Consolidated Balance Sheet
September 30, 1997
Unaudited
(000's)
CURRENT ASSETS
Work in Progress $ 154,549
Total Assets $ 154,549
==========
CURRENT LIABILITIES
Accounts Payable - Nonaffiliated 2,339
Accounts Payable - Affiliated 110,135
Retainage Payable 11,820
Accrued Federal Income Tax 255
Total Liabilities $ 124,549
EQUITY
Paid in Capital 15,000
Minority Interest 15,000
---------
Total Shareholder's Equity $ 30,000
----------
Total Liabilities and Equity $ 154,549
==========
<PAGE>
CSW DEVELOPMENT-I, INC.
Consolidated Income Statement
For the Quarter Ended September 30, 1997
Unaudited
(000's)
Three Months Nine Months
Ended Ended
September 30, 1997 September 30, 1997
------------------ ------------------
REVENUES
Misc. Income 74 224
Income From Equity Investments 943 3,167
------- -------
Total Revenue 1,017 3,391
------- -------
EXPENSES
Operating Expenses (418) 492
Expenses Trasferred Out (5) (137)
------- -------
Total Expenses (423) 355
------- -------
Net Income Before Tax 1,440 3,036
Provision for Income Tax 722 1,190
------- -------
Net Income $718 $1,846
======= =======
<PAGE>
CSW FT. LUPTON, INC.
Consolidated Income Statement
For the Quarter Ended September 30, 1997
Unaudited
(000's)
Three Months Nine Months
Ended Ended
September 30, 1997 September 30, 1997
------------------ ------------------
REVENUES
Interest Income $22 $66
Misc. Income (91) 27
Income From Equity Investments 3,429 9,181
------- -------
Total Revenue 3,360 9,274
------- -------
EXPENSES
Operating Expenses 57 277
Expenses Trasferred Out -- (1)
------- -------
Total Expenses 57 276
------- -------
Net Income Before Tax 3,303 8,998
Provision for Income Tax 1,304 3,514
------- -------
Net Income $1,999 $5,484
======= =======
Exhibit A
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, and
that a conformed copy of the Quarterly Report on Form U-9C-3 shall be filed with
the Specific State Commissions that have jurisdiction over the retail rates of
the public-utility companies that are associate companies of any of the
reporting companies. 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 1st day of
December, 1997.
Lawrence B. Connors
Controller
