File No. 70-9113
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
PRE-EFFECTIVE AMENDMENT NO. 3
TO THE
FORM U-1 APPLICATION/DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
CENTRAL AND SOUTH WEST CORPORATION
1616 Woodall Rodgers Freeway
Dallas, Texas 75202
CENTRAL AND SOUTH WEST SERVICES, INC.
212 East 6th Street
Tulsa, Oklahoma 74119
(Name of company or 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
R. Russell Davis
Comptroller
Central and South West Services, Inc.
212 East 6th Street
Tulsa, Oklahoma 74119
(Names and addresses of agents for service)
With a copy to:
Ferd. C. Meyer, Jr., Esq. Wilbur C. Delp, Jr., Esq.
Senior Vice President and Sidley & Austin
General Counsel One First National Plaza
Central and South West Corporation Chicago, Illinois 60603
1616 Woodall Rodgers Freeway
Dallas, Texas 75202
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-1
APPLICATION/DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Applicant/Declarant hereby restates its Application/Declaration on Form U-1 in
its entirety.
Item 1. Description of Proposed Transaction
(a) Furnish a reasonably detailed and precise description of the proposed
transaction, including a statement of the reason why it is desired to consummate
the transaction and the anticipated effect thereof. If the transaction is part
of a general program, describe the program and its relation to the proposed
transaction.
INTRODUCTION
Central and South West Corporation, a Delaware corporation
(the "Company"), proposes to adopt and implement a stockholder rights plan (the
"Plan"). Pursuant to the Plan the Board of Directors (the "Board") of the
Company would declare a dividend of one right (a "Right") for each outstanding
share of Common Stock, par value $3.50 per share (the "Common Stock"), of the
Company payable to stockholders of record on a date to be established (the
"Record Date"). As of June 30, 1997 there were 212,235,310 shares of Common
Stock outstanding. The Rights will be created by and issued pursuant to a Rights
Agreement (the "Rights Agreement"), to be entered into by the Company and
Central and South West Services, Inc. ("CSW Services"), as Rights Agent.1 The
proposed form of Rights Agreement is filed herewith as Exhibit A-3 and is
incorporated by reference herein. A summary of the Rights is included herein
under the caption "Description of Rights."
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The Company is a registered public utility holding company
under the Public Utility Holding Company Act of 1935, as amended (the "Act").
The Company owns all of the outstanding shares of common stock of four public
utility subsidiaries (collectively, the "Electric Operating Subsidiaries"):
Central Power and Light Company, Public Service Company of Oklahoma,
Southwestern Electric Power Company, and West Texas Utilities Company. These
companies provide electric service to approximately 1.7 million customers in a
widely diversified area covering 152,000 square miles in portions of the States
of Arkansas, Louisiana, Oklahoma and Texas.
Other subsidiaries owned by the Company are CSW Energy, Inc.,
which develops and operates independent power and cogeneration projects; CSW
International, Inc., which pursues investments in energy ventures
internationally and which, indirectly, owns all the outstanding share capital of
SEEBOARD p.l.c., one of 12 regional electricity companies in the United Kingdom;
CSW Credit, Inc., which purchases the accounts receivable of the Electric
Operating Subsidiaries and certain non-affiliated electric utilities; CSW
Communications, Inc., which provides communication services to the Electric
Operating Subsidiaries and certain non-affiliates; CSW Leasing, Inc., which
invests in leveraged leases; EnerShop Inc., which provides energy management
services; and Central and South West Services, Inc., which performs, at cost,
various accounting, engineering, tax, legal, financial, electronic data
processing, centralized economic dispatching of electric power and other
services to the Company and its subsidiaries.
REASONS FOR RIGHTS AGREEMENT AND DISTRIBUTION OF RIGHTS
Unsolicited attempts to acquire public companies have required
boards of directors and their stockholders to make difficult decisions affecting
the value, and on occasion, the existence, of companies within extremely short
time periods. Such takeover attempts often occur when a company is particularly
vulnerable and when the board has determined that the company's inherent
long-term value is inadequately recognized by the marketplace.
The electric utility industry is undergoing dramatic
technological and regulatory changes, transforming from a highly regulated to a
competitive industry. State initiatives to introduce competition for retail
customers, and possible federal initiatives regarding retail competition, are
compelling a restructuring of the industry. Uncertainty regarding the future and
state regulators' focus on reducing retail rates has resulted in depressed
market values for certain utilities and increased takeover activity, including
hostile or other unwanted takeover bids, further indicating that the Company's
stockholders may be at risk of losing the long-term value of the Company.
Because the Company is a registered public utility holding
company under the Act, acquisitions of more than 5% of the Company's Common
Stock, a merger or consolidation of the Company, and certain other transactions
(such as sales of assets as part of any takeover attempt) would require
Commission approval. Nonetheless, the changing regulatory environment suggests
that public utility holding companies, including the Company, and their
stockholders are losing to some degree the regulatory protection against hostile
acquisitions that they had formerly. Proposals have been introduced in Congress
for repeal or amendment of the Act, some of which have been supported by the
Commission. Further, in response to state or federal legislation or regulatory
requirements or in order to continue to compete in a dynamic utility industry,
the Company may in the future pursue possible strategies that would, among other
things, have the effect of de-registration or terminating regulation of the
Company by the Commission under the Act.
Stockholder rights plans have become a widely accepted means
to maximize shareholder value by reducing the risk of nonrealization of
shareholder value due to opportunistic proposals. Such a plan would encourage
potential acquirors to negotiate with the Board and assist the Board in
obtaining the highest value for all of the Company's stockholders, especially in
a hostile or unwanted takeover situation. A stockholder rights plan may enhance
the probability that a competing offer will emerge. Over 1,700 public companies
have adopted rights plans, including about half of the Fortune 500 companies and
about 60 utility companies.
The Board believes that the Rights Agreement is appropriate
and necessary to preserve, in the event of an attempted takeover, the Company's
value for its stockholders. In this regard the Rights Agreement is designed to
deter attempts to acquire the Company in a manner or on terms which the Board
determines are not in the best interests of all stockholders. Specifically, the
Rights Agreement is intended to:
(i) reduce the risk of two-tiered, front-end loaded tender
offers or partial tender offers which may not offer fair and equal
value to all stockholders of the Company;
(ii) deter potential accumulators of the Company's shares who
(through open market and/or private purchases) may achieve a position
of substantial influence, or even control, without paying to the
selling or remaining stockholders of the Company an appropriate control
premium for their shares;
(iii) deter potential accumulators of the Company's shares who are
only interested in putting the Company into "play"; and
(iv) preserve for the Company's Board maximum bargaining power and
flexibility to deal with hostile acquirors in order to be in a position
to maximize value for all stockholders.
The Rights Agreement attempts to achieve these goals by
confronting a potential acquiror of more than 15% of the Company's outstanding
Common Stock with the possibility that the Company's stockholders, by exercising
their Rights, will be able to increase substantially such acquiror's cost of
acquiring the Company.
The Plan may in certain circumstances permit the Board to
thwart an inadequate offer. The Plan would also provide the Board a role
(supplemental to the role of the Commission under the Act) in discouraging
implicitly coercive takeover tactics and would enable the Board to provide its
stockholders adequate time to properly assess a takeover bid without undue
pressure.
However, a Rights Agreement is not designed to prevent a proxy
contest to replace members of the Board or frustrate a fair offer for the entire
Company. The fiduciary duties of the Board under Delaware law would still
require the Board to consider an offer that gives maximum long-term value to all
holders of Common Stock and could, under appropriate conditions, require the
Board to redeem the Rights and allow the proposed transaction to proceed.2
For all of these reasons, the Board believes that the Plan,
including the adoption of the Rights Agreement and the distribution of the
Rights to the Company's stockholders, would provide appropriate protections for
such stockholders from the takeover abuses mentioned above.
DESCRIPTION OF RIGHTS
The Rights created under the proposed Rights Agreement would
entitle the holders thereof to purchase one-tenth of a share of Common Stock at
a price of $50 per whole share of Common Stock (the "Purchase Price"), subject
to adjustment. This is equivalent to $5 per one-tenth of one share of Common
Stock. The Purchase Price represents the Board's estimation of the long-term
value of the Common Stock. Initially, the Rights would not be exercisable and
would trade as an integral part of the outstanding shares of Common Stock. Upon
the occurrence of the triggering events described below, the Rights would become
exercisable and Rights Certificates representing the Rights would be distributed
and would trade independently of such outstanding shares. However, the Rights
would not entitle the holders thereof to make a discounted purchase of shares of
the Company's Common Stock or of the common stock of the person acquiring the
Company until the occurrence of one of the events or transactions described
below under the caption "Discount Purchase Right."
Triggering Events. The Rights would become exercisable (i.e.,
Common Stock could be purchased at the Purchase Price pursuant to the Rights)
upon the earlier to occur of (i) 10 days after the first public announcement
that any person or group (an "Acquiring Person") has acquired beneficial
ownership of 15% or more of the Company's outstanding Common Stock ("Acquisition
Event") and (ii) 10 business days (unless extended by the Board of Directors)
after any person or group has commenced a tender or exchange offer which would,
upon its consummation, result in such person or group becoming an Acquiring
Person ("Offer Event") (the earlier of (i) and (ii) being referred to as the
"Distribution Date").
Discount Purchase Right. When the Triggering Event is an
Acquisition Event, the holders of the Rights (other than an Acquiring Person and
certain transferees thereof, whose Rights will become void) would immediately
have the right to receive, for each Right exercised, Common Stock having a
market value equal to two times the Purchase Price then in effect ("Discount
Purchase Right"). When the Triggering Event is an Offer Event, the holders of
the Rights (other than an Acquiring Person and certain transferees thereof,
whose Rights will become void) would be entitled to the Discount Purchase Right
once a person or group commencing the tender or exchange offer becomes an
Acquiring Person. Notwithstanding the foregoing, Rights may not be exercised
following the occurrence of an Acquisition Event or an Offer Event prior to the
expiration of the Company's right to redeem the Rights.
In the event that, on or after the Distribution Date, (i) the
Company is acquired by another person or entity not controlled by the Company
("Acquiror") in a merger or other business combination transaction in which the
Common Stock is exchanged for securities or other property, or (ii) 50% or more
of the Company's consolidated assets or earnings power is sold or transferred to
an Acquiror, each holder of a Right (except Rights which previously have been
voided as set forth above) will thereafter be entitled to receive, for each
Right exercised, common stock of the Acquiror having a market value equal to two
times the Purchase Price then in effect.
Redemption of Rights. The Rights may be redeemed, as a whole,
at a Redemption Price of $.01 per Right, subject to adjustment, at the direction
of the Board, at any time prior to the earlier of (i) 10 days after the first
public announcement that any person has become an Acquiring Person and (ii) the
date of final expiration of the Rights. As in the case with most rights plans
which are in place, the Rights will expire at the close of business on the tenth
anniversary of the record date, unless earlier redeemed or exchanged by the
Company as described further herein.
Exchange of Shares for Rights. At any time after any person or
group shall have become an Acquiring Person and before any person (other than
the Company and certain related entities), together with its affiliates and
associates, shall have become the beneficial owner of 50% or more of the
outstanding shares of Common Stock, the Board may direct the exchange of shares
of Common Stock for all or any part of the Rights (other than Rights which have
become void) at the exchange rate of one share of Common Stock per Right,
subject to adjustment.
Adjustments to Purchase Price. The Purchase Price payable, and
the number of shares of Common Stock (or other securities, as the case may be)
issuable upon exercise of the Rights are subject to adjustment from time to time
to prevent dilution (i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Common Stock, (ii) upon the grant to
holders of the Common Stock of certain rights or warrants to subscribe for or
purchase shares of the Common Stock or convertible securities at less than the
then current market price of the Common Stock or (iii) upon the distribution to
holders of the Common Stock of evidences of indebtedness or assets (excluding
regular periodic cash dividends or dividends payable in Common Stock) or of
subscription rights or warrants. Prior to the date on which the Rights become
exercisable, the Board may make such equitable adjustments as it deems
appropriate in the circumstances in lieu of any adjustment otherwise required by
the foregoing.
No adjustment in the Purchase Price will be required until the
time at which cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Common Stock will be issued and, in
lieu thereof, an adjustment in cash will be made based on the market price of
the Common Stock on the last trading date prior to the date of exercise.
Amendments. Any of the provisions of the Rights Agreement may
be amended by the Board without the consent of the holders of the Rights;
provided, however, that on or after the Distribution Date the Rights Agreement
may not be amended in any manner that would adversely affect the interests of
holders of Rights.
Adoption and Distribution. The Board has adopted and approved
the Rights Agreement subject to the receipt of an appropriate order under the
Act from the Commission pursuant to this Declaration on Form U-1. Upon receipt
of such an order, the Rights will be distributed as a dividend to the holders of
the Company's outstanding shares of Common Stock as of the Record Date.
AUTHORIZATIONS SOUGHT
The Applicants herein seek authorization to implement the Plan
as described in this application-declaration and embodied in the Rights
Agreement, including authorization for CSW Services to act as Rights Agent
thereunder.3 This would include, among other actions permitted by the Rights
Agreement, the following transactions:
The dividend distribution of the Rights.
The making of adjustments to the Purchase Price.
The sale and issuance of Common Stock or other securities of the
Company, or the transfer of other assets, upon exercise of the Rights.
The redemption of Rights, and the issuance of Common Stock or other
securities of the Company, or the transfer of other assets, in exchange
for Rights.
Amending of the Agreement as permitted by the terms thereof.
COMPLIANCE WITH RULE 54
There will be no proceeds to the Company from the issuance of
the Rights. Therefore, no proceeds from the issuance of the Rights will be used
by the Company 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.
As of November 15, 1997 the Company's "aggregate investment"
(as defined under Rule 53(a) of the Act) in EWGs and FUCOs was approximately
$925 million, or approximately 48% of the Company's "consolidated retained
earnings ($1,934 million). The Company thus satisfied Rule 53(a)(1). The Company
will maintain and make available the books and records required by Rule
53(a)(2). No more than 2% of the employees of the Electric Operating
Subsidiaries will, at any one time, directly or indirectly, render services to
an EWG or FUCO in which the Company directly or indirectly owns an interest,
satisfying Rule 53(a)(3). And lastly, the Company will submit a copy of Item 9
and Exhibits G and H of the Company's Form U5S to each of the public service
commissions having jurisdiction over the retail rates of the Company's operating
utility subsidiaries, satisfying Rule 53(a)(4).
(b) Describe briefly, and where practicable state the approximate amount of, any
material interest in the proposed transaction, direct or indirect, of any
associate company or affiliate of the applicant or any affiliate of any such
associate company.
None.
(c) If the proposed transaction involves the acquisition of securities not
issued by a registered holding company or a subsidiary thereof, describe briefly
the business and property, present or proposed, of the issuer of such
securities.
Not applicable.
(d) If the proposed transaction involves the acquisition or disposition of
assets, describe briefly such assets, setting forth original cost, vendor's book
cost (including the basis of determination) and applicable valuation and
qualifying reserves.
Not applicable.
Item 2. Fees, Commissions and Expenses
(b) State (1) the fees, commissions and expenses paid or incurred, or to be paid
or incurred, directly or indirectly, in connection with the proposed transaction
by the applicant or declarant or any associate company thereof, and (2) if the
proposed transaction involves the sale of securities at competitive bidding, the
fees and expenses to be paid to counsel selected by applicant or declarant to
act for the successful bidder.
It is estimated that the fees, commissions and expenses
ascertainable at this time to be incurred by the Company in connection with the
proposed transactions will not exceed $100,000, including $50,000 for outside
counsel's fees, $30,000 for printing and mailing costs and $20,000 for
miscellaneous other expenses. The charges of CSW Services, a subsidiary service
company operating pursuant to Section 13 of the Act and the rules thereunder,
will be for services as rendered on a cost basis in connection with its duties
as Rights Agent. It is expected that such charges, if any, will be de minimus.
Any costs and expenses of establishing CSW Services as the Rights Agent will be
borne solely by the Company and will not be allocated or otherwise charged to
any subsidiary of the Company. Further, all costs and expenses incurred in the
performance of the duties of the Rights Agent will be borne solely by the
Company and will not be allocated or otherwise charged to any subsidiary of the
Company.
(c) If any person to whom fees or commissions have been or are to be paid in
connection with the proposed transaction is an associate company or an affiliate
of the applicant or declarant, or is an affiliate of an associate company, set
forth the facts with respect thereto.
The charges of CSW Services, a subsidiary service company
operating pursuant to Section 13 of the Act and the rules thereunder, will be
for services as rendered on a cost basis in connection with its duties as Rights
Agent. It is expected that such charges, if any, will be de minimus.
Item 3. Applicable Statutory Provisions
(b) State the sections of the Act and the rules thereunder believed to be
applicable to the proposed transaction. If any section or rule would be
applicable in the absence of a specific exemption, state the basis of exemption.
Sections 6(a), 7, 9(a), 10, 12(c) and 13(b) of the Act and
Rules 42, 54 and 87-91 thereunder are believed to be applicable to the proposed
dividend distribution of Rights, and any subsequent exercise or redemption of
the Rights.
While the Rights are technically a dividend on the Common
Stock for corporate law purposes, in and of themselves the Rights have no
economic value and, therefore, are not a "dividend" out of the Company's capital
or capital surplus for the purpose of Section 12(c) of the Act.
Because there is no intent that the Rights ever become
exercisable, they are regarded more appropriate as being in the nature of an
addition to the rights of stockholders under Sections 6(a)(2) and 7(e) rather
than as an issuance of securities under Section 6(a)(1) and 7(c) and (d).
However, if such latter sections were to be regarded as applicable, then any
issuance of Common Stock pursuant to the Rights is deemed to meet the
requirements of Section 7(c)(2)(D) and none of the negative findings required
under Section 7(d) can be made.
To the extent that the proposed transactions under the Rights
Agreement including CSW Service's acting as Rights Agent, are considered by the
Commission to require authorization, approval or exemption under any section of
the Act or provision of the rules or regulations other than those specifically
referred to herein, request for such authorization, approval or exemption is
hereby made.
(c) If an applicant is not a registered holding company or a subsidiary thereof,
state the name of each public utility company of which it is an affiliate, or of
which it will become an affiliate as a result of the proposed transactions, and
the reasons why it is or will become such an affiliate.
Not applicable.
Item 4. Regulatory Approval
(b) State the nature and extent of the jurisdiction of any State commission or
any Federal commission (other than the Securities and Exchange Commission) over
the proposed transaction.
No State commission and no other Federal commission has jurisdiction over the
proposed transactions.
(c) Describe the action taken or proposed to be taken before any commission
named in answer to paragraph (a) of this item in connection with the proposed
transaction.
None.
Item 5. Procedure
(b) State the date when Commission action is requested. If the date is less than
40 days from the date of the original filing, set forth the reasons for
acceleration.
The Company requests that the Commission issue its order with
respect to the proposed transaction by December 15, 1997.
(c) State (i) whether there should be a recommended decision by a hearing
officer, (ii) whether there should be a recommended decision by any other
responsible officer of the Commission, (iii) whether the Division of Corporate
Regulation may assist in the preparation of the Commission's decision, and (iv)
whether there should be a 30-day waiting period between the issuance of the
Commission's order and the date on which it is to become effective.
It is submitted that a recommended decision by a hearing or
other responsible officer of the Commission is not needed with respect to the
proposed transactions. The Office of Public Utility Regulation of the Division
of Investment Management may assist in the preparation of the Commission's
decision. There should be no waiting period between the issuance of the
Commission's order and the date on which it is to become effective.
Item 6. Exhibits and Financial Statements
The following exhibits are made a part of this statement:
(b) Exhibits
A-1 Second Restated Certificate of Incorporation of the Company. (Incorporated
by reference to Exhibits 3.1 and 3.2 to the Company's Form 10-Q for the
Quarter ended June 30, 1995, File No. 1-1443).
A-2 Bylaws of the Company, as amended. (Incorporated by reference to Exhibit
3(b) to the Company's Annual Report on Form 10-K, for the year ended
December 31, 1990, File No. 1-1443).
A-3 Form of Rights Agreement between the Company and Central and South West
Services, Inc., as Rights Agent. (Previously filed).
B-1 Legal Memorandum concerning Rights Plan. (Previously filed).
F-1 Preliminary Opinion of Sidley & Austin, special counsel to CSW.
(Previously filed).
G-1 Proposed Notice pursuant to Rule 22(f). (Previously filed).
G-2 Financial Statements as of June 30, 1997 and Financial Data Schedules.
(Previously filed).
(c) Financial Statements
(Included as Exhibit G-2 above).
Item 7. Information as to Environmental Effects
(b) Describe briefly the environmental effects of the proposed transaction in
terms of the standards set forth in Section 102(2)(C) of the National
Environmental Policy Act (42 U.S.C. 4312(2)(C)). If the response to this item is
a negative statement as to the applicability of Section 102(2)(C) in connection
with the proposed transaction, also briefly state the reasons for that response.
As more fully described in Item 1(a), the proposed
transactions subject to the jurisdiction of the Commission involve no major
federal action significantly affecting the human environment.
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(c) State whether any other federal agency has prepared or is preparing an
environmental impact statement ("EIS") with respect to the proposed transaction.
If any other Federal agency has prepared or is preparing an EIS, state which
agency or agencies and indicate the status of that EIS preparation.
To the best of CSW's and CSW Services's knowledge, no federal
agency has prepared or is preparing an environmental impact statement with
respect to the proposed transactions.
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act of 1935,
the undersigned company has duly caused this statement to be signed on its
behalf by the undersigned thereunto duly authorized.
CENTRAL AND SOUTH WEST CORPORATION
By: /s/WENDY G. HARGUS
Name: Wendy G. Hargus
Title: Treasurer
CENTRAL AND SOUTH WEST SERVICES, INC.
By: /s/WENDY G. HARGUS
Name: Wendy G. Hargus
Title: Treasurer
Date: December 16, 1997
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1 As Rights Agent, CSW Services practically has no active duties unless the
Rights become, if ever, exercisable, at which time the Rights Agent performs or
causes to be performed services similar to a stock transfer agent.
CSW Services is the transfer agent for the Common Stock.
2 If a court of competent jurisdiction applying Delaware law issued a final and
non-appealable judgment or decree holding or declaring any term, provision or
restriction of the Rights Agreement (or substantively similar term, provision or
restriction of a similar rights agreement) invalid, void or unenforceable, CSW
would take appropriate action with respect to the Rights Agreement, which may
include amending the Rights Agreement, not implementing such term, provision or
restriction in accordance with Section 31 of the Rights Agreement, or redeeming
the Rights in any case in accordance with the Rights Agreement.
3 During the September 27, 1997, Special Meeting of the Board of Directors of
the Company, the Rights Agreement was adopted. The Board of Directors passed a
resolution during said meeting appointing CSW Services as the Rights Agent under
the Rights Agreement. An excerpt from the minutes of said meeting states:
RESOLVED FURTHER, that Central and South West Services, Inc.,
be and hereby is appointed the Rights Agent (the "Rights Agent")
under the Rights Agreement to act as agent for the Corporation
and the holders of the Rights in accordance with the terms and
conditions thereof.
