UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-9C-3
QUARTERLY REPORT PURSUANT TO RULE 58
FOR THE QUARTER ENDED
SEPTEMBER 30, 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 Cogen) Energy Feb-92 Delaware 46.25% Qualifying facility
Orange Cogeneration Limited Partnership Energy Feb-93 Delaware 50% Qualifying facility
(Orange Cogen)
Brush Cogeneration Partners Energy Nov-91 Delaware 47.25% Qualifying facility
(Brush Cogen)
Eastex Cogeneration Limited Partnership Energy Sep-98 Delaware 99% Qualifying facility
(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
(DECCO)
(CSW Energy Inc./CSW)
CSW Power Marketing, Inc. Energy Mar-96 Delaware 100% Energy marketing
(CSW Energy Inc./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>
NARRATIVE DESCRIPTION OF ACTIVITIES DURING REPORTING PERIOD
Polk Power Partners, LP - operated qualifying facility.
Orange Cogeneration Limited Partnership - operated qualifying facility.
Brush Cogeneration Partners - operated qualifying facility.
Eastex Cogeneration Limited Partnership - owner of qualifying facility currently
under construction.
Thermo Cogeneration Partnership, LP - operated qualifying facility.
Sweeny Cogeneration Limited Partnership - operated qualifying facility.
<PAGE>
NARRATIVE DESCRIPTION OF ACTIVITIES DURING REPORTING PERIOD (cont.)
Diversified Energy Contractors LLC - DECCO provided energy related consulting,
contracting and maintenance services.
CSW Power Marketing, Inc. - facilitated power brokering services for certain CSW
Energy services businesses.
CSW Services International, Inc. - provided operation and maintenance services.
Powerware Solutions, Inc. - an energy management systems company for water
utilities.
Utility Data Resources, Inc. - provided electricity pricing management,
consulting and software.
AEMT, Inc. - provided power conditioning product manufacturing and sales.
Energy Services, Inc. - In late 1997, CSW Energy Services was launched to
explore the electric utility industry's emerging retail supply markets as they
were deregulated on a state-by-state basis. In January 1999, CSW Energy Services
announced that it was ceasing its business as a retail electric supplier and
that it would assign or terminate its existing electricity supply contracts to
other suppliers.
EnerShop - Historically, EnerShop provided energy marketing services through two
product lines: EnerACT and Performance Contracting. EnerACT is an energy
information service targeting and aggregating multi-site customers' energy
information. Performance Contracting offers turn-key design and implementation
of energy efficiency projects. Effective August 1, 1999, EnerShop transferred
the EnerACT product line within the affiliated group to C3 Communications
allowing EnerShop to focus on Performance Contracting as the primary product
line.
<PAGE>
ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS
<TABLE>
<CAPTION>
Principal Person to Consideration
Company Type of amount of 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 $3,321 CSW Energy
Eastex
Cogeneration LP Loan note 11,209 CSW Energy
</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. CSW Power Lease
Marketing, Inc. Management 2 2
CSW Power Enershop, Inc. Lease
Marketing, Inc. Management 52 52
</TABLE>
Part II - Transactions performed by associate companies on behalf of reporting
companies
<TABLE>
<CAPTION>
Direct Indirect
Associate Company Reporting 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 $52 $52
Enershop, Inc. CSW Power Lease
Marketing, Inc. Management 2 2
CSW Energy, Inc. Orange Plant 409 $ 167 576
Cogeneration services
CSW Energy, Inc. Polk Plant 346 178 524
Cogeneration services
CSW Services Sweeny Plant 579 157 636
International, Inc. Cogeneration services
CSW Dev I, Inc. Polk Plant 131 0 131
Cogeneration Services
CSW Energy, Inc. Eastex Plant 10 12 22
Cogeneration Services
</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 (thousands):
Total consolidated capitalization as
of: September 30, 1999 $7,991,2l3 line 1
Total capitalization multipliedby 15% 1,198,682 line 2
(line 1 multiplied by 0.15)
Greater of $50 million or line 2 1,198,682 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 12
Energy-related Category 7: Maintenance Services 0
Energy-related Category 8: Qualifying Facility 28
Energy-related Categories 2,3,4,6,9,10 0
Total current aggregate investment 55 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) $1,198,627 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 investment $0
==========
<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 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 September 30, 1999 are filed confidentially
under separate cover for:
CSW Development-I, Inc. (consolidated)
CSW Ft. Lupton, Inc.
Sweeny Companies (consolidated)
Enershop, Inc.
CSW Energy Services, Inc.
CSW Power Marketing, Inc.
Diversified Energy Contractors Company (DECCO)
CSW Services International
Eastex Cogeneration LP
Income Statements as of the three months ended September 30, 1999 are filed
confidentially under separate cover for:
CSW Development-I, Inc. (consolidated)
CSW Ft. Lupton, Inc.
Sweeny Companies (consolidated)
Enershop, Inc.
CSW Energy Services, Inc.
CSW Power Marketing, Inc.
Diversified Energy Contractors Company (DECCO)
CSW Services International
Eastex Cogeneration LP
Exhibits
Exhibit A - Certificate of Central and South West Corporation
Please contact Ms. Susan Parker at (214) 777-3682 with inquiries concerning this
report.
SIGNATURE
Central and South West Corporation
/s/ Lawrence B. Connors
By: Lawrence B. Connors
(Name)
Controller
(Title)
November 30, 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 30th day of
November, 1999.
/s/ Lawrence B. Connors
Lawrence B. Connors
Controller
