File No. 70-8557
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 10 (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 SOUTHWESTERN ELECTRIC POWER
CORPORATION COMPANY
1616 Woodall Rodgers Freeway 428 Travis Street
Dallas, Texas 75202 Shreveport, Louisiana 71156-0001
CENTRAL POWER AND LIGHT WEST TEXAS UTILITIES COMPANY
COMPANY 301 Cypress Street
539 North Carancahua Street Abilene, Texas 79601-5820
Corpus Christi, Texas 78401-2802
PUBLIC SERVICE COMPANY OF CENTRAL AND SOUTH WEST
OKLAHOMA SERVICES, INC.
212 East Sixth Street 1616 Woodall Rodgers Freeway
Tulsa, Oklahoma 74119-1212 Dallas, Texas 75202
CSW ENERGY SERVICES, INC. ENERSHOP, INC.
1616 Woodall Rodgers Freeway 1616 Woodall Rodgers Freeway
Dallas, Texas 75202 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)
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Wendy G. Hargus, Treasurer Joris M. Hogan, Esq.
Central and South West Corporation Milbank, Tweed, Hadley & McCloy
1616 Woodall Rodgers Freeway 1 Chase Manhattan Plaza
Dallas, Texas 75202 New York, New York 10005
(Names and addresses of agents for service)
<PAGE>
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"), Central and South West Services, Inc. ("CSWS"), EnerShop, Inc.
("EnerShop") and CSW Energy Services, Inc. ("ESI"), each referred to as a
"Subsidiary" and collectively referred to as the "Subsidiaries", hereby file
this Post-Effective Amendment No. 10 (this "Amendment") to amend Items 2 and 6
of the Form U-1 Application-Declaration in File No. 70-8557 as follows. In all
other respects, the Application-Declaration as previously filed and as
heretofore amended will remain the same.
Item 2. Fees, Commissions and Expenses.
Item 2 is hereby amended and restated as follows:
An estimate of the fees and expenses to be paid or incurred by
the Applicants in connection with the proposed transactions additional to the
fees and expenses as previously set forth in the Application-Declaration is set
forth below:
Counsel fees: Amount
Milbank, Tweed, Hadley & McCloy
New York $8,000
Miscellaneous and incidental expenses
Including travel, telephone and
Postage 1,000
Total $9,000
Item 6. Exhibits and Financial Statements.
Item 6 is hereby amended to delete the following exhibits:
Exhibit 4 Preliminary opinion of Milbank, Tweed, Hadley & McCloy, counsel
to the Applicants.
Item 6 is hereby further amended to add and file the following
exhibits:
Exhibit 6 Preliminary opinion of Milbank, Tweed, Hadley & McCloy, counsel
to the Applicants.
<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.
Dated: April 1, 1998
CENTRAL AND SOUTH WEST CORPORATION
CENTRAL POWER AND LIGHT COMPANY
PUBLIC SERVICE COMPANY OF OKLAHOMA
SOUTHWESTERN ELECTRIC POWER COMPANY
WEST TEXAS UTILITIES COMPANY
CENTRAL AND SOUTH WEST SERVICES, INC.
ENERSHOP, INC.
CSW ENERGY SERVICES, INC.
By: /s/ WENDY G. HARGUS
Wendy G. Hargus
Treasurer
EXHIBIT 6
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
March 25, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Central and South West Corporation, et al.
Post-Effective Amendment No. 10 to
Form U-1 Application-Declaration
Dear Sirs:
We refer to Post-Effective Amendment No. 10 (the "Amendment")
to the Form U-1 Application-Declaration (collectively with the Amendment, the
"Application") under the Public Utility Holding Company Act of 1935, as amended
(the "1935 Act"), filed by Central and South West Corporation ("CSW"), a
Delaware corporation and a registered holding company, and Central and South
West Services, Inc. ("Services"), a Texas corporation, Central Power and Light
Company ("CPL"), a Texas corporation, Public Service Company of Oklahoma
("PSO"), an Oklahoma corporation, Southwestern Electric Power Company
("SWEPCO"), a Delaware corporation, West Texas Utilities Company ("WTU"), a
Texas corporation, CSW Energy Services, Inc. ("ESI"), a Delaware corporation,
and EnerShop, Inc. ("EnerShop" and, collectively with CSW, Services, CPL, PSO,
SWEPCO, WTU and ESI, the "Companies"), a Delaware corporation. The Amendment
relates to the Companies' request for authority (i) to increase the amount of
authorized borrowings under the existing CSW System of intracorporate borrowings
and (ii) to permit EnerShop, ESI and any other existing or future CSW first tier
subsidiaries (other than exempt wholesale generators, foreign utility companies
or exempt telecommunications companies) or Rule 58 companies to lend and borrow
money as participants in the CSW System money pool or to lend and borrow money
as participants in a separate money pool (collectively referred to as the
"Transactions"), as more fully described in the Amendment. We acted as special
counsel for the Companies in connection with the filing of the Amendment.
We have examined originals, or copies certified to our
satisfaction, of such corporate records of the Companies, certificates of public
officials, certificates of officers and representatives of the Companies 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 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 Companies and other appropriate persons and
statements contained in the Application.
<PAGE>
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, as it may be amended, and subject to the assumptions and conditions
set forth below:
1. All state laws applicable to the proposed Transactions as
described in the Amendment will have been complied with.
2. The consummation of the proposed Transactions as described
in the Amendment will not violate the legal rights of the lawful holders of any
securities issued by the Companies or any associate company of the Companies.
The opinions expressed above in respect of the proposed
Transactions as described in the Amendment 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 the
Companies.
b. The Securities and Exchange Commission shall have duly
entered an appropriate order or orders granting and permitting the Amendment 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 thereto and all such
required approvals, authorizations, consents, certificates and orders shall have
been obtained and remain in effect at the closing thereof.
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.
We hereby consent to the use of this opinion as an exhibit to
the Amendment.
Very truly yours,
MILBANK, TWEED, HADLEY & McCLOY
