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, 2000
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>
Percentage
of Voting
Name of Reporting Company Gas-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 (Orange Energy Feb-93 Delaware 50% Qualifying facility
Cogen)
Brush Cogeneration Partners (Brush Cogen) Energy Nov-91 Delaware 47.25% Qualifying facility
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, L.P. (Thermo Cogen) Energy Apr-93 Delaware 50% Qualifying facility
(ownership through intermediate holding company CSW Ft. Lupton, Inc. / CSW Energy Inc. / CSW)
Sweeny Cogeneration Limited Partnership (Sweeny Energy Sep-95 Delaware 50% Qualifying facility
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 (DECCO) Energy Jul-97 Delaware 100% Maintenance services
(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
Nuvest, LLC Energy Mar-96 Oklahoma 93% Staff augmentation
(ESI Investment) to power plants
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.
Nuvest, LLC - Provided staff augmentation services predominantly to commercial
nuclear facilities. Provides technicians and engineering support in the areas of
health physics, mechanical, electrical, and instrumentation and control.
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. Nuvest, LLC became an Energy Services, Inc. investment
effective in the fourth quarter of 1999.
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>
Company Principal Collateral Consideration
issuing Type of amount of Issue or Cost of Person to whom given with received for
security security issued security renewal capital security issued secutity each security
- ------------------- ----------------- -------------- ------------ ----------- ----------------- ---------------- -----------------
(000's)
<S> <C> <C> <C> <C> <C> <C> <C>
DECCO Loan note $ 9,785 CSW Energy
Eastex
Cogeneration LP Loan note $19,376 CSW Energy
Frontera
Generation LP Loan Note $7,450 CSW Energy
CSW Power
Marketing, Inc. Loan Note $279 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>
CSW Power Marketing,
Inc. EnerShop, Inc. Lease Management $ 36 $ 36
Staff
Nuvest, LLC South Texas Project Augmentation 1,356 1,356
Central and South
Nuvest, LLC West Service, Inc. Engineering 122 122
</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 Lease
Marketing, Inc. EnerShop, Inc. Management $ 36 $ 36
CSW Energy, Inc. Orange Cogeneration Plant services 344 $163 507
CSW Energy, Inc. Polk Cogeneration Plant services 457 175 632
CSW Services
International, Inc. Sweeny Cogeneration Plant services 438 196 634
CSW Dev I, Inc. Polk Cogeneration Plant Services 135 135
CSW Energy, Inc. Eastex Cogeneration Plant Services 103 63 166
CSW Energy, Inc. Frontera Generation Plant Services 872 98 970
</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: March 31, 2000 $8,051,300 line 1
Total capitalization multiplied by 15% 1,207,695 line 2
(line 1 multiplied by 0.15)
Greater of $50 million or line 2 1,207,695 line 3
Total current aggregate investment: (Beginning 4/1/97)
(categorized by major line of energy-related business)
Energy-related Category 1: Energy Services 13,841
Energy-related Category 5: Energy Marketing 34,271
Energy-related Category 7: Maintenance Services 25,168
Energy-related Category 8: Qualifying Facility 70,561
Energy-related Categories 2,3,4,6,9,10 27,996
Total current aggregate investment 171,837 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) $1,035,858 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 Other investment
energy-related business in last U-9C-3 report in this U-9C-3 report Reason for difference in other investment
- ------------------------ -------------------- -------------------- -----------------------------------------
(000's) (000's)
<S> <C> <C> <C>
Energy services $ 2,696 $ 2,696 Amounts invested prior to April 1, 1997
are excluded from Item 4
Maintenance services 0 0
Qualifying facility $ 194,644 $194,644 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, 2000 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
Nuvest, LLC
Income Statements as of the three months ended March 31, 2000 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
Nuvest, LLC
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)
May 30, 2000
(Date)
<PAGE>
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
May, 2000.
/s/ Lawrence B. Connors
Lawrence B. Connors
Controller
