File No. 70-8557
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 4 (POST-EFFECTIVE) TO
FORM U-1 APPLICATION-DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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CENTRAL AND SOUTH WEST CORPORATION SOUTHWESTERN ELECTRIC POWER COMPANY
1616 Woodall Rodgers Freeway 428 Travis Street
Dallas, Texas 75202 Shreveport, Louisiana 71156-0001
CENTRAL POWER AND LIGHT COMPANY WEST TEXAS UTILITIES COMPANY
539 North Carancahua Street 301 Cypress Street
Corpus Christi, Texas 78401-2802 Abilene, Texas 79601-5820
PUBLIC SERVICE COMPANY OF OKLAHOMA CENTRAL AND SOUTH WEST SERVICES, INC.
212 East Sixth Street 1616 Woodall Rodgers Freeway
Tulsa, Oklahoma 74119-1212 Dallas, Texas 75202
(Names of companies filing this statement and addresses
of principal executive offices)
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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
(Names and addresses of agents for service)
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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"), and its subsidiary companies Central Power and
Light Company ("CPL"), Public Service Company of Oklahoma ("PSO"), Southwestern
Electric Power Company ("SWEPCO"), West Texas Utilities Company ("WTU") and
Central and South West Services, Inc. ("CSWS"), each referred to as a
"Subsidiary" and collectively referred to as the "Subsidiaries", hereby file
this Post-Effective Amendment No. 4 to the Form U-1 Application-Declaration in
File No. 70-8557 to amend Items 1 and 6. In all other respects, the Application-
Declaration as previously filed and as heretofore amended will remain the same.
The Subsidiaries together with CSW are referred to herein collectively as the
"Applicants". Item 1. Description of Proposed Transaction.
Item 1 is hereby amended by deleting the following
section (which was previously added by post-effective Amendment
No. 3):
Security For Loans to Subsidiaries
In view of the restrictions on the amount of unsecured short-term debt
that CPL, PSO, SWEPCO and WTU may have outstanding under the terms of their
respective charters, it is proposed that all borrowings under the Money Pool
will be secured by a subordinated lien on certain assets of the borrowing
company.
Any loan secured as herein described shall be evidenced by a promissory
note, which would, in the case of loans from CSW or
2
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any of its Subsidiaries, be substantially in the form filed herewith as Amended
Exhibit 4, and would be upon such terms and conditions as have been previously
described in this Application- Declaration, as amended.
Item 1 is hereby further amended to include the following
information:
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.
Rule 54 under the Act is satisfied because Rules 53(a), (b) and
(c) are satisfied. As of December 31, 1996, CSW has invested approximately $879
million in EWGs and FUCOs or approximately 45% of CSW's "consolidated retained
earnings" as of December 31, 1996, thus satisfying Rule 53(a)(1). CSW maintains
in conformity with United States generally accepted accounting
3
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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.
Item 6. Exhibits and Financial Statements.
Item 6 is hereby amended to delete the following exhibits:
Amended
Exhibit 4 - Form of note to be executed by borrowing
Subsidiaries to CSW or other
Subsidiaries.
Amended
Exhibit 7 - Final or "Past Tense" opinion of Milbank,
Tweed, Hadley & McCloy, counsel to the
Applicants.
Amended
Exhibit 10 - Operation of Central and South West
System Money Pool.
Item 6 is also hereby amended to file the following exhibits:
Exhibit 5 - Preliminary opinion of Milbank, Tweed,
Hadley & McCloy, counsel to the
Applicants.
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Exhibit 6 - Financial statements as of December 31, 1996
of CSW and Subsidiaries (incorporated by
reference to the financial statements
filed with CSW's consolidated Annual
Report on Form 10-K for the period ended
December 31, 1996).
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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, as amended, the undersigned companies have duly caused this document to
be signed on their behalf by the undersigned thereunto duly authorized.
Dated: March 26, 1997
CENTRAL AND SOUTH WEST CORPORATION CENTRAL POWER AND LIGHT
COMPANY
By/s/WENDY G. HARGUS By/s/WENDY G. HARGUS
Wendy G. Hargus Wendy G. Hargus
Treasurer Treasurer
PUBLIC SERVICE COMPANY OF OKLAHOMA SOUTHWESTERN ELECTRIC POWER
COMPANY
By/s/WENDY G. HARAGUS By/s/WENDY G. HARGUS
Wendy G. Hargus Wendy G. Hargus
Treasurer Treasurer
WEST TEXAS UTILITIES COMPANY CENTRAL AND SOUTH WEST
SERVICES, INC.
By/s/WENDY G. HARGUS By/s/WENDY G. HARGUS
Wendy G. Hargus Wendy G. Hargus
Treasurer Treasurer
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INDEX OF EXHIBITS
EXHIBIT TRANSMISSION
NUMBER EXHIBIT METHOD
- ------- ------- ------------
5 Preliminary opinion of Milbank, Electronic
Tweed, Hadley & McCloy, counsel to
the Applicants.
6 Financial statements as of December ---
31, 1996 of CSW and Subsidiaries
(incorporated by reference).
EXHIBIT 5
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Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, NY 10005
March 26, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Form U-1 Application-Declaration
File No. 70-8557
Dear Sirs:
We refer to the Form U-1 Application-Declaration (File No.
70-8557) under the Public Utility Holding Company Act of 1935, as amended (the
"Application-Declaration"), filed by Central and South West Corporation ("CSW"),
a Delaware corporation and a registered public utility holding company, Central
Power and Light Company ("CPL"), Public Service Company of Oklahoma ("PSO"),
Southwestern Electric Power Company ("SWEPCO"), West Texas Utilities Company
("WTU") and Central and South West Services, Inc. ("CSWS"). CPL, PSO, SWEPCO,
WTU and CSWS are sometimes hereinafter referred to as the "Subsidiaries." The
Application-Declaration relates to the proposed continuation of the previously
authorized short-term borrowing program and CSW System Money Pool (the "Money
Pool"). Proposed transactions under the Money Pool include (i) issuance and sale
of commercial paper by CSW to dealers, (ii) issuance and sale of commercial
paper by CSW directly to financial institutions, (iii) issuance of notes by CSW
or the Subsidiaries to banks in connection with bank borrowings, (iv) loans by
CSW and the Subsidiaries to Subsidiaries borrowing through the Money Pool and
(v) related borrowings by one or more of the Subsidiaries from time to time
through the Money Pool from one or more of the Subsidiaries or CSW pursuant to
open account advances or the issuance upon demand of promissory notes by the
respective Subsidiaries to evidence such borrowings, all as described in the
Application-Declaration and the exhibits thereto (collectively, the
"Transactions"). We have acted as special counsel for CSW and the Subsidiaries
in connection with the Transactions and, as such counsel, we are familiar with
the corporate proceedings taken and to be taken by CSW and the Subsidiaries in
connection with the Transactions as described in the Application-Declaration.
We have examined originals, or copies certified to our
satisfaction, of such corporate records of CSW and the Subsidiaries,
certificates of public officials, certificates of officers and representatives
of CSW and the Subsidiaries 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
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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 the Subsidiaries and other
appropriate persons and statements contained in the Application-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 Transactions are consummated in accordance with the
Application-Declaration, as it may be amended, and subject to the assumptions
and conditions set forth below:
1. CPL, WTU and CSWS are validly organized and duly
existing under the laws of the State of Texas, CSW
and SWEPCO are validly organized and duly existing
under the laws of the State of Delaware and PSO is
validly organized and duly existing under the laws of
the State of Oklahoma.
2. All state laws applicable to the proposed
Transactions will have been complied with.
3. CSW and the Subsidiaries, as lenders, will legally
acquire any promissory notes of the Subsidiaries
issued in connection with borrowings through the
Money Pool.
4. The commercial paper and other notes proposed to be
issued by CSW and the notes proposed to be issued by
the Subsidiaries to CSW and to other Subsidiaries
will be valid and binding obligations of CSW or the
Subsidiaries, as the case may be, enforceable in
accordance with their terms, except as enforceability
may be limited by bankruptcy, insolvency,
reorganization, moratorium of other similar laws
affecting the enforcement of creditors'rights
generally and the application of general principles
of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law).
5. The consummation of the proposed Transactions will
not violate the legal rights of the holders of any
securities issued by CSW or the Subsidiaries or any
associate company thereof.
The opinions expressed above in respect of the Transactions
described in the Application-Declaration are subject to the following
assumptions or conditions:
a. The Transactions shall have been duly authorized and
approved to the extent required by state law by the
Board of Directors of CSW and each of the Subsidiaries.
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b. The Securities and Exchange Commission shall have duly
entered an appropriate order or orders granting and
permitting the Application- Declaration to become
effective with respect to the Transactions described
therein.
c. The Transactions shall have been accomplished in
accordance with required approvals, authorizations,
consents, certificates and orders of any state
commission or regulatory authority with respect to
the consummation of the Transactions and all such
required approvals, authorizations, consents,
certificates and orders shall have been obtained and
remain in effect.
d. The commercial paper and other notes proposed to be
issued by CSW and the Notes proposed to be issued by
the Subsidiaries to CSW and to the other Subsidiaries
shall be substantially in the forms attached as
exhibits to the Application- Declaration and shall be
properly completed and executed and, where required,
countersigned.
e. The rate of interest on the commercial paper and
notes that are the subject of the Application-
Declaration shall not exceed the interest rate
permitted by applicable state and federal law.
f. Borrowing through the Money Pool will not exceed
those levels permitted from time to time by the
borrowing Subsidiary's Articles or Certificate of
Incorporation.
g. No act or event other than as described herein shall
have occurred subsequent to the date hereof which
would change the opinions expressed above.
In rendering the opinions hereinabove expressed, we will rely
upon opinions of other counsel to CSW and the Subsidiaries who are qualified to
practice in jurisdictions pertaining to the transactions described above in
which we are not admitted to practice. We do not express any opinion as to
matters governed by any laws other than the Federal laws of the United States of
America, the laws of the State of New York and, to the extent hereinabove
stated, the laws of other jurisdictions pertaining to the transactions described
above in reliance upon said opinions of counsel to CSW and the Subsidiaries.
We hereby consent to the use of this opinion as an exhibit to
the Application-Declaration.
Very truly yours,
/s/ MILBANK, TWEED, HADLEY & MCCLOY
Milbank, Tweed, Hadley & McCloy
RBW/GWG
