UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-9C-3
QUARTERLY REPORT PURSUANT TO RULE 58
FOR THE QUARTER ENDED
MARCH 31, 1999
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
Name of Reporting Company related Date of State of Securities
(Ownership Information) Company Organization Organization Held Nature of Business
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Polk Power Partners, L.P. (Polk Energy Feb-92 Delaware 46.25% Qualifying facility
Cogen)
Orange Cogeneration Limited Energy Feb-93 Delaware 50% Qualifying facility
Partnership (Orange Cogen)
Brush Cogeneration Partners Energy Nov-91 Delaware 47.25% Qualifying facility
(Brush Cogen)
(ownership through various intermediate holding company subsidiaries originating
with CSW Development-I, Inc./ CSW Energy Inc./CSW)
Thermo Cogeneration Partnership, Energy Apr-93 Delaware 50% Qualifying facility
L.P. (Thermo Cogen)
(ownership through intermediate holding company CSW Ft. Lupton, Inc./ CSW Energy
Inc./CSW)
Sweeny Cogeneration Limited Energy Sep-95 Delaware 50% Qualifying facility
Partnership (Sweeny Cogen)
(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 Energy Jul-97 Delaware 100% Maintenance services
(DECO)
(CSW Energy Inc. / CSW)
CSW Power Marketing, Inc. Energy Mar-96 Delaware 100% Energy marketing
(CSW)
CSW Services International, Inc. Energy Mar-97 Delaware 100% Energy management
(CSW Energy Inc. / CSW)
Powerware Solutions, Inc. Energy Feb-94 Texas 4.0% Energy Mgmt Systems
(PSO Investment) for water utilities
Utility Data Resources, Inc. Energy Dec-97 Delaware 4.5% Electricity pricing
(PSO Investment) mgmt consulting
and software
AEMT, Inc. Energy Dec-97 Florida 0% Power conditioning
(PSO Investment) product mfg and sales
Energy Services, Inc. (ESI) Energy Sept-97 Delaware 100% Energy marketing
(CSW)
Enershop Energy Sept-95 Delaware 100% Energy marketing
(CSW) services
</TABLE>
<PAGE>
ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS
<TABLE>
<CAPTION>
Principal Person to Consideration
Company Type of amount Issue or Cost of whom security Collateral given received for
issuing security security issued security renewal capital issued with security each security
- ----------------------------------------------------------------------------------------------------------------
(000's)
<S> <C> <C> <C> <C> <C> <C> <C>
DECO Loan note $830 CSW Energy
Eastex
Cogeneration LP Loan note 3,145 CSW Energy
LP
</TABLE>
Company Company Amount of
contributing receiving capital
capital capital contribution
- ------------------------------------
(000's)
None
<PAGE>
ITEM 3 - ASSOCIATE TRANSACTIONS
Part I - Transactions performed by reporting companies on behalf of associate
companies
<TABLE>
<CAPTION>
Direct Indirect
Reporting company Associate company Type of services costs costs Cost of Total amount
rendering services receiving services rendered charged charged capital billed
- ----------------------------------------------------------------------------------------------------------
(000's) (000's) (000's)
<S> <C> <C> <C> <C> <C> <C>
Enershop, Inc. Energy Service, Inc. Sales/Marketing $ 6 $ 6
Enershop, Inc. CSW Power Lease
Marketing, Inc. Management 2 2
CSW Power Enershop, Inc. Lease
Marketing, Inc. Management 57 57
CSW Energy, Inc. Orange Plant
Cogeneration services 407 $ 157 564
CSW Energy, Inc. Polk Plant
Cogeneration services 411 160 571
CSW Services Sweeny Plant
International, Cogeneration services 333 144 477
Inc.
</TABLE>
Part II - Transactions performed by associate companies on behalf of reporting
companies
<TABLE>
<CAPTION>
Direct Indirect
Reporting company Associate company Type of services costs costs Cost of Total amount
rendering services receiving services rendered charged charged capital billed
- ----------------------------------------------------------------------------------------------------------
(000's) (000's) (000's)
<S> <C> <C> <C> <C> <C> <C>
CSW Power Enershop, Inc. Lease
Marketing, Inc. Management $57 $57
Enershop, Inc. Energy Sales/Marketing 6 6
Service, Inc.
Enershop, Inc. CSW Power Lease
Marketing, Inc. Management 2 2
</TABLE>
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.
<PAGE>
ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT
Investments in energy-related companies (millions):
Total consolidated capitalization as $7,956 line 1
of: March 31, 1999
Total capitalization multiplied 1,193 line 2
by 15%(line 1 multiplied by 0.15)
Greater of $50 million or line 2 1,193 line 3
Total current aggregate investment: (Beginning 4/1/97)
(categorized by major line of energy-related business)
Energy-related Category 1: Energy Services 15
Energy-related Category 5: Energy Marketing 11
Energy-related Category 7: Maintenance Services 0
Energy-related Category 8: Qualifying Facility 9
Energy-related Categories 2,3,4,6,9,10 --
Total current aggregate investment 35 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) $1,158 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 $0
investment
========
<PAGE>
ITEM 5 - OTHER INVESTMENTS
<TABLE>
<CAPTION>
Major line of energy- Other investment in Other investment in
related business last U-9C-3 report this U-9C-3 report Reason for difference in other investment
- ----------------------------------------------------------------------------------------------------------
(000's) (000's)
<S> <C> <C> <C>
Energy services $ 2,696 $0 Amounts invested prior to April 1, 1997
are excluded from Item 4
Maintenance services -- 0
Qualifying facility $ 194,644 0 Amounts invested prior to April 1, 1997
are excluded from Item 4
</TABLE>
ITEM 6 - FINANCIAL STATEMENTS AND
EXHIBITS
Financial Statements
Balance sheets for quarter ended March 31, 1999 are filed confidentially under
separate cover for:
Exhibit 1 CSW Development-I, Inc. (consolidated)
Exhibit 2 CSW Ft. Lupton, Inc.
Exhibit 3 Sweeny Companies (consolidated)
Exhibit 4 Enershop, Inc.
Exhibit 5 CSW Energy Services, Inc.
Exhibit 6 CSW Power Marketing, Inc.
Exhibit 7 Diversified Energy Contractors Company (DECO)
Exhibit 8 CSW Services International
Income Statements as of the three months ended March 31, 1999 are filed
confidentially under separate cover for:
Exhibit 9 CSW Development-I, Inc. (consolidated)
Exhibit 10 CSW Ft. Lupton, Inc.
Exhibit 11 Sweeny Companies (consolidated)
Exhibit 12 Enershop, Inc.
Exhibit 13 CSW Energy Services, Inc.
Exhibit 14 CSW Power Marketing, Inc.
Exhibit 15 Diversified Energy Contractors Company (DECO)
Exhibit 16 CSW Services International
Exhibits
Exhibit A - Certificate of Central and South West Corporation
Please contact Mr. Steven K. Bargmann at (214) 777-2210 with inquiries
concerning this report.
SIGNATURE
Central and South West Corporation
/s/ Lawrence B. Connors
By: Lawrence B. Connors
(Name)
Controller
(Title)
May 28, 1999
(Date)
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 28th day of May,
1999.
/s/ Lawrence B. Connors
Lawrence B. Connors
Controller
