SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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In the matter of :
Central and South West Corporation : CERTIFICATE
and : OF
Central and South West Services, Inc. : NOTIFICATION
File No. 70-9113 :
(Public Utility Holding Company :
Act of 1935)
:
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This Certificate of Notification is filed by Central and South West
Corporation ("CSW") and Central and South West Services, Inc. ("CSW Services")
in connection with their Form U-1 Application/Declaration (File No. 70-9113), as
amended, filed under the Public Utility Holding Company Act of 1935, as amended
(the "Act"), requesting authority, among other things, to implement a
stockholder rights plan (the "Plan") and enter into a related Rights Agreement
between CSW and CSW Services, as Rights Agent, dated as of December 22, 1997
(the "Rights Agreement"). Pursuant to the Plan, CSW declared a dividend
distribution of one right ("Right") for each outstanding share of common stock,
$3.50 par value per share, of CSW ("Common Stock") to stockholders of record at
the close of business on January 6, 1998. In addition, each holder of a share of
Common Stock issued after the record date is similarly entitled to receive one
Right for each such share. Each Right initially (i) entitles the holder to
purchase from CSW one-tenth of a share of Common Stock at a price of $50 per
whole share of Common Stock, subject to adjustment, (ii) is evidenced by the
certificates for shares of Common Stock and (iii) is only transferable with the
Common Stock.
The Rights Agreement, as executed, is incorporated as an Exhibit
hereto.
The foregoing transactions as described above and in the
Application/Declaration have been carried out in accordance with the terms and
conditions of and for the purposes represented by the Application/Declaration,
and the Order issued by the Securities and Exchange Commission with respect
thereto on January 9, 1998.
<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 companies have duly caused this document to
be signed on their behalf by the undersigned thereunto duly authorized.
Central and South West Corporation
By:/s/ WENDY G. HARGUS
TREASURER
Central and South West Services, Inc.
By:/s/ WENDY G. HARGUS
TREASURER
Dated: January 9, 1998
<PAGE>
EXHIBIT INDEX
Exhibit Number Exhibit
1 Past-Tense Opinion of Counsel (Exhibit F-2 to the
Application/Declaration)
2 Rights Agreement between CSW and CSW
Services, as Rights Agent, dated as of
December 22, 1997, which is filed as an
Exhibit to CSW's Current Report on From 8-K
dated December 22, 1997 and incorporated
herein by reference
Exhibit 1
[Sidley & Austin Letterhead]
January 9, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Central and South West Corporation
SEC File Number 70-9113
Ladies and Gentlemen:
We have acted as special counsel for Central and South West Corporation
("CSW") and Central and South West Services, Inc. ("CSW Services") in connection
with their Form U-1 Application/Declaration (File No. 70-9113), as amended
("Declaration"), filed with the Securities and Exchange Commission ("SEC") with
respect to the proposed transactions described therein (the "Transactions"). In
the Declaration authority is requested for, among other things, CSW to implement
a stockholder rights plan ("Plan") and to enter into a related Rights Agreement
("Agreement") with CSW Services, as Rights Agent. An Order was issued by the SEC
with respect to the Transactions on December 19, 1997.
Pursuant to the Plan, the board of directors of CSW declared a dividend
distribution of one right ("Right") for each outstanding share of common stock,
$3.50 par value per share, of CSW ("Common Stock") to stockholders of record at
the close of business on January 6, 1998. In addition, each holder of a share of
Common Stock issued after the record date would similarly be entitled to receive
one Right for each such share. Each Right would initially (i) entitle the holder
to purchase from CSW one one-tenth of a share of Common Stock at a price of $50
per whole share of Common Stock (the "Purchase Price") (equivalent to $5 per one
one-tenth of a share of Common Stock), subject to adjustment, (ii) be evidenced
by the certificates for shares of Common Stock and (iii) only be transferable
with the Common Stock.
Separate certificates evidencing the Rights would be issued to such
holders of Common Stock a specified time after (i) a person or affiliated group
acquires the ownership of 15% or more of the voting power of the outstanding
voting securities of CSW (an "Acquiring Person") or (ii) the announcement of a
tender offer or exchange offer which would result in a person or affiliated
group becoming an Acquiring Person. Once a person or affiliated group obtains
beneficial ownership of 15% or more of the voting power of the outstanding
voting securities of CSW, the holder of a Right (except the Acquiring Person or
its successors and assigns) would be able to receive, upon exercise and payment
of the Purchase Price, Common Stock or other assets having a value equal to two
times the Purchase Price. Alternatively, the CSW board has the option to
exchange the outstanding Rights for shares of Common Stock at an exchange ratio
of one share of Common Stock per Right. The terms and conditions of the Plan are
as described in more detail in the Declaration.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such records of CSW
and such other documents, certificates and corporate or other records as we have
deemed necessary or appropriate as a basis for the opinions set forth herein. In
our examination, we have assumed the genuineness of all signatures, the legal
capacity of all persons, the authenticity of all documents submitted to us as
originals, the conformity to original documents of documents submitted to us as
certified or photostatic copies and the authenticity of the originals of such
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
Declaration.
Based on the foregoing, and subject to the assumptions and conditions
set forth herein, and having regard to legal considerations which we deem
relevant, we are of the opinion that:
1. All state laws applicable to the Transactions have been
complied with; however, we express no opinion as to the need to comply
with state blue sky laws.
2. CSW is validly organized and duly existing.
3. The Rights issued to holders of record on January 6, 1998
have been, and Rights thereafter issued in accordance with the Rights
Agreement in connection with subsequent valid issuances of Common Stock
will be, validly issued and the holders of the Rights will be entitled
to the rights and privileges appertaining thereto set forth in the
Rights Agreement.
4. The shares of Common Stock, when issued pursuant to the
Plan, will be validly issued, fully paid and nonassessable, and the
holders of such shares will be entitled to the rights and privileges
appertaining thereto set forth in the certificate of incorporation of
CSW.
5. The consummation of the Transactions will not violate the
legal rights of the holders of any securities issued by CSW or any
associate company thereof.
6. The Transactions have been carried out in accordance with
the Declaration.
We hereby consent to the use of this opinion in connection with the
Declaration.
Very truly yours,
/S/ SIDLEY & AUSTIN
