<PAGE> 1
File No. 70-8431
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 TO
FORM U-1 APPLICATION-DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
______________________________________________________
CENTRAL POWER AND LIGHT COMPANY
539 N. Carancahua Street
Corpus Christi, Texas 78401-2431
SOUTHWESTERN ELECTRIC POWER COMPANY
428 Travis Street
Shreveport, Louisiana 71156
(Names of companies filing this statement and
addresses of principal executive offices)
______________________________________________________
CENTRAL AND SOUTH WEST CORPORATION
(Name of top registered holding company
parent of each applicant/declarant)
______________________________________________________
Melanie J. Richardson Shirley Briones
Vice President of Administration Treasurer
Central Power and Light Company Southwestern Electric Power Company
539 N. Carancahua Street 428 Travis Street
Corpus Christi, Texas 74801-2431 Shreveport, Louisiana 71156
Stephen J. McDonnell, Treasurer
Central and South West Corporation
1616 Woodall Rodgers Freeway
Dallas, Texas 75202
Joris M. Hogan, Esq.
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
(Names and addresses of agents for service)
<PAGE> 2
Central Power and Light Company, a Texas corporation ("CPL"),
and Southwestern Electric Power Company, a Delaware corporation
("SWEPCO"), each a wholly owned public utility subsidiary of 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"), hereby submit for filing this Amendment No. 2 to the
Form U-1 Application-Declaration, File No. 70-8431, for the purposes of
amending Item 1 thereof and filing Exhibit 3 thereto, and, as so amended,
restating the Application-Declaration in its entirety. In all other
respects, the Application-Declaration as previously filed and as
heretofore amended will remain the same.
1. In Item 1 ("Description of Proposed Transaction"):
(a) Subparagraph (i) of the first paragraph is amended by
inserting the words "and parish" after the words
"following cities" and by inserting the words "Caddo
Parish, Louisiana, the parish in which Shreveport is
located ('Caddo')," after "Shreveport, Louisiana
('Shreveport'),".
(b) Subparagraph (ii) of the first paragraph is amended by
deleting the words "Shreveport, Bossier City and Longview"
and inserting in their place the words "the SWEPCO
Municipalities".
(c) The first sentence of the second paragraph is amended by
deleting the words "increasing percentages of" and
inserting in their place the words ", over time,".
(d) The second paragraph is amended by adding a new sentence
thereto after the first sentence, reading as follows:
"Such conversion is mandated by provisions requiring that
increasing percentages of new vehicles acquired in
specified years be capable of operating on an alternative
fuel."
(e) The second sentence of the second paragraph is amended by
adding the words "new vehicle acquisitions for" after (i)
the words "Thirty percent of", (ii) the words "50% of" and
(iii) the words "80% of".
(f) The sixth sentence of the second paragraph is amended by
adding the words "certain numbers of" before the word
"vehicles".
<PAGE> 3
(g) The seventh sentence of the second paragraph is amended by
adding the word "all" before the word "new".
(h) The second paragraph is amended by adding two new last
sentences thereto and a new related footnote, reading as
follows: "In addition to the foregoing provisions, which
relate to lighter duty vehicles, the Federal Clean Air
Act, Amendments of 1990**** require that 50% of heavier-
duty trucks (trucks having gross vehicle weights above
8,500 lbs.) acquired by "fuel suppliers" in 1998 and
thereafter be capable of operating on an alternative fuel.
The Energy Act, the Louisiana Act, the Texas Legislation
and the Federal Clean Air Act, Amendments of 1990 are
collectively referred to as the "legislation". "****
Public Law No. 101-549, 104 Stat. 2399 (1990)."
(i) This Item is amended by adding a new paragraph thereto
after the second paragraph, reading as follows:
"Set forth below are tables showing the present conversion
schedules for CPL's vehicle fleet and SWEPCO's vehicle fleet. CPL and
SWEPCO believe that these schedules meet the conversion requirements of
all the legislation respectively applicable to them.
SCHEDULE OF CPL VEHICLE FLEET
CONVERSIONS TO ALTERNATIVE FUELS
Automobiles & Medium &
Light Vehicles Heavy Trucks
Year (600 in Fleet) (500 in Fleet) Totals
---- -------------- -------------- ------
1994-95 24 0 24
1996 42 0 42
1997 59 0 59
1998 76 25 101
1999 76 25 101
2000 76 25 101
--- --- ---
353 75 428
<PAGE> 4
SCHEDULE OF SWEPCO VEHICLE FLEET
CONVERSIONS TO ALTERNATIVE FUELS
Automobiles & Medium &
Light Vehicles Heavy Trucks
Year (500 in Fleet) (330 in Fleet) Totals
---- -------------- -------------- ------
1993 2 (completed) 0 2
1994 100 (50 completed) 0 100
1995 25 0 25
1996 20 0 20
1997 30 0 30
1998 30 20 50
1999 70 20 90
2000 70 20 90
--- --- ---
347 60 407"
(j) The third paragraph is amended by amending the first
sentence, inserting thereafter several new sentences and
moving the end of the paragraph into a new paragraph
following the third paragraph, all of which reads as
follows:
"CPL and SWEPCO have reviewed the alternative fuels
permitted under the legislation and have determined that
compressed natural gas is currently the most favorable of
these alternative fuels. The Energy Act permits the use
of a variety of alternative fuels, which for practical
purposes can be classified as liquified petroleum gas,
compressed natural gas, methanol, ethanol, electricity and
hydrogen. In addition, reformulated gasoline may be
permissible for use on an interim basis in some states.
None of these alternative fuels is supported by an
existing fueling network. CPL and SWEPCO evaluated these
alternative fuels based on their relative ease of
implementation and their relative cost. CPL and SWEPCO
came to the following conclusions with respect to the
alternative fuels other than compressed natural gas: (i)
the supply of liquified petroleum gas is limited and its
use is restricted in tunnels and other confined spaces;
(ii) methanol and ethanol are relatively high in cost,
with methanol being dependent on foreign imports and
ethanol being subject to limited supplies; (iii) the
current state of electric vehicle technology does not
support converting a large vehicle fleet to electricity;
(iv) appropriate hydrogen extraction technology does not
exist; and (v) reformulated gasoline, where permissible,
suffers from relatively higher cost and has not received
Federal approval as an alternative fuel. Natural gas, on
the other hand, is an abundant and widely available
<PAGE> 5
natural resource, is the least costly alternative fuel and
provides excellent engine performance and vehicle range
between fuelings. The use of natural gas as a vehicle
fuel also reduces the dependence of the United States on
foreign oil supplies.
"In planning for their compliance with this
legislation, and seeking to maximize the intended
beneficial effects of the legislation on the environment,
CPL and SWEPCO have responded to requests for a
cooperative relationship in achieving compliance with the
legislation from representatives of Corpus Christi (which
as noted above is in the service territory of CPL) and the
SWEPCO Municipalities (which as noted above are in the
service territory of SWEPCO). Based on these discussions,
CPL and SWEPCO request authority, as aforesaid, to
participate in the following compressed natural gas
programs."
(k) The fourth paragraph is amended by adding a new sentence
thereto after the sixth sentence, reading as follows:
"The compression charge will vary depending on the volume
dispensed by the facility and any characteristics
individual to the facility. It is estimated that the
compression charge for the Corpus Christi facility would
be $0.51 per equivalent gallon at volume levels up to
2,000 equivalent gallons per month and decrease
proportionately to $0.34 per equivalent gallons at volume
levels of 11,000 or more equivalent gallons per month."
(l) The seventh sentence of the fourth paragraph is amended by
adding the words "of the facility" after the words "other
expenses".
(m) The eighth sentence of the fourth paragraph is amended in
its entirety to read as follows: "As reflected in the
table above, CPL presently plans to convert to alternative
fuel uses in its fleet a total of 428 vehicles."
(n) The ninth sentence of the fourth paragraph is amended by
deleting the words ", the minimum number required to
support, in an efficient manner, the construction of" and
inserting in their place the words "and would be".
(o) The fourth paragraph is amended by adding two new
sentences thereto after the ninth sentence, reading as
follows: "A 'fast-fill' facility is capable of fueling a
vehicle in about 4 minutes by utilizing high pressure
storage tanks with relatively large capacity. At 'slow-
fill' facilities, vehicles are connected to the system at
the end of a work shift and fueled over a 6 to 8 hour
period directly from the compression equipment."
<PAGE> 6
(p) The last sentence of the fourth paragraph is amended by
deleting the words "file a tariff" and inserting in their
place the words "make informational filings".
(q) The fifth paragraph is amended by deleting in each place
they appear the words "Shreveport, Bossier City and
Longview" and inserting in each such place the words "the
SWEPCO Municipalities".
(r) The first sentence of the fifth paragraph is amended by
(i) deleting the word "five" and inserting in its place
the word "six", (ii) adding the words ", one to be
constructed by Caddo" after the words "one to be
constructed by Bossier City" and (iii) by deleting the
word "city" and inserting in its place the words "SWEPCO
Municipality".
(s) The fifth paragraph is amended by adding a new sentence
thereto after the sixth sentence, reading as follows:
"The compression charge would have the same
characteristics as the compression charge of CPL with
respect to the Corpus Christi facility, as described
above."
(t) The seventh sentence of the fifth paragraph is amended by
adding the words "of the facility" after the words "other
expenses".
(u) The eighth sentence of the fifth paragraph is amended in
its entirety to read as follows: "As reflected in the
table above, SWEPCO presently plans to convert to
alternative fuel uses in its fleet a total of 407
vehicles."
(v) The tenth sentence of the fifth paragraph is amended by
deleting the words ", the minimum number required to
support, in an efficient manner, the construction of a
fast-fill facility" and inserting in their place the
words "and would be fast-fill facilities".
(w) The sixth paragraph is amended by deleting in each place
they appear the words "Shreveport, Bossier City and
Longview" and "Shreveport and Longview" and inserting in
each such place the words "the SWEPCO Municipalities".
(x) The second sentence of the sixth paragraph is amended by
(i) inserting the words "operated by the SWEPCO
Municipalities" between the words "vehicles" and "would"
and (ii) inserting the words "of the SWEPCO
Municipalities" between the words "facilities" and "for".
<PAGE> 7
(y) The sixth paragraph is amended by adding two new sentences
thereto after the second sentence, reading as follows:
"SWEPCO would not fuel any other vehicles at these
facilities on a regular basis but might, from time to
time, fuel vehicles owned by entities other than SWEPCO or
the SWEPCO Municipalities on a limited demonstration basis
only with respect to those entities' evaluations of ways
in which they might comply with the requirements of the
alternative fuels legislation. Prior approval of the
Commission for any other fueling activities at the SWEPCO
facilities would be sought by the filing of a post-
effective amendment to this Application."
(z) The fourth sentence of the sixth paragraph is amended by
(i) adding the word "annually" between the words "gas" and
"provided" the first place they appear in such sentence,
(ii) deleting the word "annually" between the words
"vehicles" and "would" and inserting in its place the
words "operated by the SWEPCO Municipalities" and (iii)
deleting the words "not exceed" and inserting in their
place the words "be less than".
(aa) The sixth sentence of the sixth paragraph is amended in
its entirety to read as follows: "SWEPCO estimates that
its aggregate cost of purchasing and installing
compression equipment at the six facilities of the SWEPCO
Municipalities would not exceed $1,500,000."
(bb) The eighth sentence of the sixth paragraph is amended by
(i) deleting the amount "$285,000" and inserting in its
place the amount "$342,000" and (ii) deleting the amount
"$168,750" and inserting in its place the amount
"$202,500".
(cc) The ninth sentence of the sixth paragraph is amended by
deleting the amount $116,240" and inserting in its place
the amount "$139,500".
(dd) The tenth sentence of the sixth paragraph is amended by
(i) adding the word "natural" between the words
"compressed" and "gas", (ii) deleting the word "city" and
(iii) inserting the words "operated by the SWEPCO
Municipalities" after the word "vehicles".
(ee) The eleventh sentence of the sixth paragraph is amended
by deleting the words "file tariffs" and inserting in
their place the words "make informational filings".
(ff) The second sentence of the seventh paragraph is amended
by (i) deleting the word "and" and inserting a comma in
its place and (ii) adding the words "and Caddo" after the
words "Bossier City".
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2. In Item 3 ("Applicable Statutory Provisions"):
(a) The third paragraph is amended by (i) deleting in each
place they appear the words "Shreveport, Bossier City and
Longview" and inserting in each such place the words "the
SWEPCO Municipalities" and (ii) deleting in each place it
appears the comma after the words "Corpus Christi" and
inserting in each such place the word "and".
(b) The fifth sentence of the third paragraph is amended by
(i) deleting the word "cities" and (ii) inserting the
words "of those municipalities" after the word
"facilities".
3. In Item 6 ("Exhibits and Financial Statements"):
(a) The description of Exhibit 3 is amended by inserting the
word "(Amended)" after the word "Proceeding".
4. The Exhibit Index is amended in its entirety to read as
follows:
"RESTATED EXHIBIT INDEX
EXHIBIT TRANSMISSION
NUMBER EXHIBIT METHOD
1 Preliminary Opinion of Milbank, ---
Tweed, Hadley & McCloy, counsel
to CSW, CPL and SWEPCO
(previously filed).
2 Final or "Past Tense" opinion of ---
Milbank, Tweed, Hadley & McCloy,
counsel to CSW, CPL and SWEPCO
(to be filed with the
Certificate of Notification).
3 Proposed Notice of Proceeding Electronic
(amended).
4 Financial Statements of CSW and its ---
subsidiaries and of CPL and SWEPCO
per books and pro forma as of March 31,
1994 (previously filed).
5 Service Territory of each of CPL ---
and SWEPCO (previously filed).
5. Exhibit 3 ("Proposed Notice of Proceeding (Amended)") is
amended to conform to the other changes effected by this amendment and
reads as filed with this amendment.
As so amended, the Application-Declaration is hereby restated
in its entirety as follows:
<PAGE> 9
Item 1. Description of Proposed Transaction
Central Power and Light Company, a Texas corporation ("CPL"),
and Southwestern Electric Power Company, a Delaware corporation
("SWEPCO"), each a wholly owned public utility subsidiary of 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"), hereby request authority to engage in the following
activities in connection with their compliance with the "alternative fuel"
requirements of the Federal Energy Policy Act of 1992 (the "Energy Act")*:
(i) for CPL and SWEPCO to purchase, install, maintain and
provide electric-powered compression equipment in fueling
facilities to be constructed and owned by the following
cities and parish for the purpose of making compressed
natural gas available as an alternative fuel for vehicles:
Corpus Christi, Texas ("Corpus Christi"), which is in the
service territory of CPL, and Shreveport, Louisiana
("Shreveport"), Caddo Parish, Louisiana, the parish in
which Shreveport is located ("Caddo"), Bossier City,
Louisiana, a city adjacent to Shreveport ("Bossier City"),
and Longview, Texas ("Longview"), all of which are in the
service territory of SWEPCO (the "SWEPCO Municipalities");
and
(ii) for SWEPCO to provide, at fueling facilities to be
constructed by SWEPCO principally for use in fueling its
own vehicles, compressed natural gas to vehicles owned by
the SWEPCO Municipalities.
The Energy Act requires that certain operators of vehicle fleets
convert, over time, their fleets from vehicles capable only of operating
on conventional gasoline or diesel fuels to vehicles capable of operating
on an alternative fuel or on an alternative fuel and a conventional fuel.
Such conversion is mandated by provisions requiring that increasing
percentages of new vehicles acquired in specified years be capable of
operating on an alternative fuel. Under the Energy Act, Federal
_____________________
* Public Law No. 102-486, 106 Stat. 2276 (1992).
<PAGE> 10
governmental fleets commenced conversion in 1993, state governmental and
"fuel supplier" or provider fleets (including fleets operated by electric
utility companies) must commence conversion in 1996 and certain private
and municipal fleets must commence conversion as early as 1996.
Legislation enacted in Louisiana in 1993 (the "Louisiana Act")**
accelerates the conversion schedule requirements of the Energy Act for
fleets operated by municipalities and other political subdivisions.
Thirty percent of new vehicle acquisitions for such fleets must be capable
of operating on alternative fuels by September 1, 1994, 50% of new vehicle
acquisitions for such fleets must be capable of operating on alternative
fuels by September 1, 1996 and, if the program has been deemed effective
in reducing emissions, 80% of new vehicle acquisitions for such fleets
must be capable of operating on alternative fuels by September 1, 1998.
Relief from the Louisiana requirements may be obtained in cases where
refueling equipment or facilities are not expected to be available on
economic terms. Under legislation enacted in Texas in 1989 and 1993 (the
"Texas Legislation")*** certain numbers of vehicles operated by certain
public school districts and state agencies and, in metropolitan areas not
meeting Federal air quality standards, by local governments and private
entities must be capable of operating on alternative fuels. Like the
Energy Act and the Louisiana Act, the Texas Legislation provides for
increasing percentages of such fleets to be alternative fuels capable over
time: all new vehicles purchased for such fleets in or after 1993 must be
_____________________
** Act Number 666, June 18, 1993, Louisiana Revised Statutes, Title 33,
Part XIII.
*** Texas Senate Bills 740 and 769 enacted in 1989, and Texas Senate
Bills 7 and 737 enacted in 1993.
<PAGE> 11
capable of operating on alternative fuels; 50% of such fleets must be
alternative fuels capable by 1997; and 90% of such fleets must be
alternative fuels capable by 2001. In addition to the foregoing
provisions, which relate to lighter duty vehicles, the Federal Clean Air
Act, Amendments of 1990**** require that 50% of heavier-duty trucks
(trucks having gross vehicle weights above 8,500 lbs.) acquired by "fuel
suppliers" in 1998 and thereafter be capable of operating on an
alternative fuel. The Energy Act, the Louisiana Act, the Texas
Legislation and the Federal Clean Air Act, Amendments of 1990 are
collectively referred to as the "legislation".
Set forth below are tables showing the present conversion
schedules for CPL's vehicle fleet and SWEPCO's vehicle fleet. CPL and
SWEPCO believe that these schedules meet the conversion requirements of
all the legislation respectively applicable to them.
SCHEDULE OF CPL VEHICLE FLEET
CONVERSIONS TO ALTERNATIVE FUELS
Automobiles & Medium &
Light Vehicles Heavy Trucks
Year (600 in Fleet) (500 in Fleet) Totals
---- -------------- -------------- ------
1994-95 24 0 24
1996 42 0 42
1997 59 0 59
1998 76 25 101
1999 76 25 101
2000 76 25 101
--- --- ---
353 75 428
_____________________
**** Public Law No. 101-549, 104 Stat. 2399 (1990).
<PAGE> 12
SCHEDULE OF SWEPCO VEHICLE FLEET
CONVERSIONS TO ALTERNATIVE FUELS
Automobiles & Medium &
Light Vehicles Heavy Trucks
Year (500 in Fleet) (330 in Fleet) Totals
---- -------------- -------------- ------
1993 2 (completed) 0 2
1994 100 (50 completed) 0 100
1995 25 0 25
1996 20 0 20
1997 30 0 30
1998 30 20 50
1999 70 20 90
2000 70 20 90
--- --- ---
347 60 407
CPL and SWEPCO have reviewed the alternative fuels permitted
under the legislation and have determined that compressed natural gas is
currently the most favorable of these alternative fuels. The Energy Act
permits the use of a variety of alternative fuels, which for practical
purposes can be classified as liquified petroleum gas, compressed natural
gas, methanol, ethanol, electricity and hydrogen. In addition,
reformulated gasoline may be permissible for use on an interim basis in
some states. None of these alternative fuels is supported by an existing
fueling network. CPL and SWEPCO evaluated these alternative fuels based
on their relative ease of implementation and their relative cost. CPL and
SWEPCO came to the following conclusions with respect to the alternative
fuels other than compressed natural gas: (i) the supply of liquified
petroleum gas is limited and its use is restricted in tunnels and other
confined spaces; (ii) methanol and ethanol are relatively high in cost,
with methanol being dependent on foreign imports and ethanol being subject
to limited supplies; (iii) the current state of electric vehicle
technology does not support converting a large vehicle fleet to
<PAGE> 13
electricity; (iv) appropriate hydrogen extraction technology does not
exist; and (v) reformulated gasoline, where permissible, suffers from
relatively higher cost and has not received Federal approval as an
alternative fuel. Natural gas, on the other hand, is an abundant and
widely available natural resource, is the least costly alternative fuel
and provides excellent engine performance and vehicle range between
fuelings. The use of natural gas as a vehicle fuel also reduces the
dependence of the United States on foreign oil supplies.
In planning for their compliance with this legislation, and
seeking to maximize the intended beneficial effects of the legislation on
the environment, CPL and SWEPCO have responded to requests for a
cooperative relationship in achieving compliance with the legislation from
representatives of Corpus Christi (which as noted above is in the service
territory of CPL) and the SWEPCO Municipalities (which as noted above are
in the service territory of SWEPCO). Based on these discussions, CPL and
SWEPCO request authority, as aforesaid, to participate in the following
compressed natural gas programs.
The initial alternative fuel requirements of CPL and of Corpus
Christi would be met by a compressed natural gas fueling facility to be
constructed by independent contractors engaged by Corpus Christi, at its
expense and on property owned by it, with the participation of CPL as
described below. Through its Corpus Christi Gas Division, Corpus Christi
functions as the local gas utility and would be responsible for supplying
natural gas to the facility. CPL would purchase and install electric-
powered compression equipment at the facility and would be responsible for
maintaining the equipment and providing the electric power necessary to
operate the equipment. The compression equipment would incorporate all
<PAGE> 14
equipment necessary to receive natural gas from the Corpus Christi Gas
Division and to compress, hold and deliver the gas, including pumps,
meters, fuel hoses and dispensers. The real property, gates, fences,
canopies (if any) and all other components of the facility would be
furnished and owned by Corpus Christi. In return for its provision and
maintenance of the compression equipment and its provision of electric
power to operate the equipment, CPL would be paid a "compression charge"
per equivalent gallon of compressed natural gas dispensed by the facility.
The compression charge will vary depending on the volume dispensed by the
facility and any characteristics individual to the facility. It is
estimated that the compression charge for the Corpus Christi facility
would be $0.51 per equivalent gallon at volume levels up to 2,000
equivalent gallons per month and decrease proportionately to $0.34 per
equivalent gallon at volume levels of 11,000 or more equivalent gallons
per month. Corpus Christi would be responsible for all other expenses of
the facility and for billing and collecting for the compressed natural gas
dispensed by the facility to vehicles operated by CPL or any other third
party users. As reflected in the table above, CPL presently plans to
convert to alternative fuel uses in its fleet a total of 428 vehicles.
The Corpus Christi facility would have the capacity to service 110
vehicles per day and would be a "fast-fill" facility. A "fast-fill"
facility is capable of fueling a vehicle in about 4 minutes by utilizing
high pressure storage tanks with relatively large capacity. At "slow-
fill" facilities, vehicles are connected to the system at the end of a
work shift and fueled over a 6 to 8 hour period directly from the
compression equipment. CPL estimates that its cost of purchasing and
installing the compression equipment at the Corpus Christi facility would
<PAGE> 15
not exceed $250,000. This cost would be financed out of internally
generated funds. CPL estimates that its initial annual revenues from
compression charges would be $65,000 and that its annual expenses for
maintenance and electric service would aggregate $40,000. The estimated
annual gross profit from the program of $25,000 would be accounted for as
a reduction in fleet expenses of CPL. CPL would make informational
filings with Corpus Christi covering the compression charges.
The initial alternative fuel requirements of SWEPCO and of the
SWEPCO Municipalities would be met (i) by four compressed natural gas
fueling facilities to be constructed by SWEPCO, at its expense and on
property owned by it, two in Shreveport and two in Longview, and (ii) by
six compressed natural gas fueling facilities to be constructed by
independent contractors engaged by the SWEPCO Municipalities, three to be
constructed by Shreveport, one to be constructed by Bossier City, one to
be constructed by Caddo and one to be constructed by Longview, in the case
of each SWEPCO Municipality at its expense and on property owned by it,
with the participation of SWEPCO as described below. North American
Energy Corp. ("NorAm"), a gas utility company operating in the SWEPCO
Municipalities, would provide natural gas to both the SWEPCO facilities
and the facilities of the SWEPCO Municipalities at charges per thousand
cubic feet of gas to be agreed upon. SWEPCO would purchase and install
electric-powered compression equipment at the facilities of the SWEPCO
Municipalities and would be responsible for maintaining the equipment and
providing the electric power necessary to operate the equipment. The
compression equipment would incorporate all equipment necessary to receive
natural gas from NorAm and to compress, hold and deliver the gas,
including pumps, meters, fuel hoses and dispensers. The real property,
<PAGE> 16
gates, fences, canopies (if any) and all other components of the
facilities of the SWEPCO Municipalities would be furnished and owned by
the SWEPCO Municipalities. In return for its provision and maintenance of
the compression equipment and its provision of electric power to operate
the equipment, SWEPCO would be paid a compression charge per equivalent
gallon of compressed natural gas dispensed by the facilities. The
compression charge would have the same characteristics as the compression
charge of CPL with respect to the Corpus Christi facility, as described
above. The SWEPCO Municipalities would be responsible for all other
expenses of the facilities and for billing and collecting for the
compressed natural gas dispensed by the facilities to vehicles operated by
SWEPCO or any other third party users. As reflected in the table above,
SWEPCO presently plans to convert to alternative fuel uses in its fleet a
total of 407 vehicles. The facilities of the SWEPCO Municipalities would
each have the capacity to service 110 vehicles per day and would be fast-
fill facilities.
As to the four fueling facilities to be constructed by SWEPCO on
its own property, SWEPCO estimates an aggregate construction cost of
$1,040,000 and an aggregate capacity to serve 440 vehicles per day.
Although such facilities would be used primarily for fueling SWEPCO
vehicles, SWEPCO anticipates that vehicles operated by the SWEPCO
Municipalities would also be fueled at these facilities as a matter of
convenience, much the same as SWEPCO plans to use the facilities of the
SWEPCO Municipalities for fueling convenience. SWEPCO would not fuel any
other vehicles at these facilities on a regular basis but might, from time
to time, fuel vehicles owned by entities other than SWEPCO or the SWEPCO
Municipalities on a limited demonstration basis only with respect to those
<PAGE> 17
entities' evaluations of ways in which they might comply with the
requirements of the alternative fuels legislation. Prior approval of the
Commission for any other fueling activities at the SWEPCO facilities would
be sought by the filing of a post-effective amendment to this Application.
The SWEPCO Municipalities would be charged for fuel provided at the SWEPCO
facilities at the same per equivalent gallon rate charged by the SWEPCO
Municipalities for fuel provided to SWEPCO vehicles. SWEPCO would ensure
that the aggregate number of equivalent gallons of compressed natural gas
annually provided by the SWEPCO facilities to vehicles operated by the
SWEPCO Municipalities would be less than the aggregate number of
equivalent gallons of compressed natural gas provided by the SWEPCO
facilities in the SWEPCO Municipalities to SWEPCO vehicles annually.
SWEPCO estimates that its aggregate cost of purchasing and installing
compression equipment at the six facilities of the SWEPCO Municipalities
would not exceed $1,500,000. This cost would be financed out of
internally generated funds. It estimates that its initial aggregate
annual revenues from compression charges at these facilities would be
$342,000 and that its annual expenses for maintenance and electric service
would aggregate $202,500. The estimated annual gross profit from the
compression charges at these city-owned facilities of $139,500 would be
accounted for as profit from an unregulated activity. The profits from
sales of compressed natural gas provided to vehicles operated by the
SWEPCO Municipalities from facilities owned by SWEPCO would be accounted
for as a reduction in fleet expenses of SWEPCO. SWEPCO would make
informational filings with the Public Service Commission of Louisiana and
with Longview covering the fueling charges at the facilities owned by
SWEPCO in Shreveport and Longview.
<PAGE> 18
CPL and SWEPCO have discussed the proposed compressed natural gas
programs described above with Corpus Christi and Longview, which have
jurisdiction over their respective operations in those cities. SWEPCO has
also described the program insofar as it affects Shreveport, Bossier City
and Caddo in a letter to the Public Utility Commission of Louisiana. Such
communications have included information on the proposed methods of
accounting for the programs, as described above.
Item 2. Fees, Commissions and Expenses
An estimate of the approximate amount of fees and expenses
payable in connection with the proposed transaction is as follows:
Holding Company act filing fee ................. $ 2,000*
Legal Fees and Expenses:
Milbank, Tweed, Hadley & McCloy
New York, New York ............................. 12,000
Miscellaneous and incidental
expenses, including travel,
telephone, postage, copying,
etc. ......................................... 250
-------
TOTAL ..................................... $14,250
=======
_______________
* Actual amount.
Item 3. Applicable Statutory Provisions
Sections 9(a) and 10 of the Act and Rule 23 thereunder are or may
be applicable to the proposed programs. To the extent any other sections
of the Act may be applicable to the proposed programs, CPL and SWEPCO
hereby request appropriate orders thereunder.
Approval of the Commission is required under Sections 9(a)(1) and
10 of the Act prior to the direct or indirect acquisition of an "interest
in any business" by a registered holding company or any of its
<PAGE> 19
subsidiaries. Under these Sections, the Commission is required to assess
the appropriateness of each such acquisition. These Sections provide in
pertinent part that the Commission shall approve the relevant acquisition
unless the Commission finds that "such acquisition will tend towards
interlocking relations or the concentration of control of public-utility
companies, of a kind or to an extent detrimental to the public interest or
the interest of investors or consumers; or . . . such acquisition will
unduly complicate the capital structure of the holding company system of
the applicant or will be detrimental to the public interest or the
interest of investors or consumers or the proper functioning of such
holding company system." Section 10(c) of the Act further provides that
the Commission shall not approve the proposed acquisition if the
Commission finds that such acquisition is detrimental to the carrying out
of the provisions of Section 11 of the Act.
Sections 9(a)(1) and 10 are or may be applicable to the proposed
installation and maintenance of compression equipment by CPL and SWEPCO in
the alternative fuel facilities to be constructed by Corpus Christi and
the SWEPCO Municipalities. Those Sections also are or may be applicable
to the provision of compressed natural gas by SWEPCO's facilities to
vehicles operated by the SWEPCO Municipalities. CPL and SWEPCO believe
that the compressed natural gas programs described above are appropriate
and cost-efficient approaches to comply with the alternative fuel
requirements applicable to their operations as electric utilities.
Cooperation with Corpus Christi and the SWEPCO Municipalities enhances the
utilities' ability to comply with these requirements in an efficient
manner. In addition, CPL and SWEPCO believe that the installation and
maintenance of compression equipment in the fuel facilities to be
<PAGE> 20
constructed by Corpus Christi and the SWEPCO Municipalities can be viewed
as being incidental to the provision of electric service to the facilities
of those municipalities and as promoting the use of electric power by
customers, much as the provision of electric appliances by a utility might
promote the use of electric power by its customers. In this connection,
CPL and SWEPCO note that natural gas powered compression equipment is
available for use in such facilities in the SWEPCO Municipalities. With
respect to the provision of compressed natural gas by SWEPCO's facilities
to vehicles operated by the SWEPCO Municipalities, SWEPCO believes that
such provision would constitute an appropriate and cost-effective
utilization of excess capacity of the SWEPCO facilities in Shreveport and
Longview. CPL and SWEPCO believe that the applicable criteria specified
in Section 10 of the Act are or will be satisfied with respect to the
programs for which authority is requested in this Application.
Item 4. Regulatory Approval
No state regulatory authority and no Federal regulatory
authority, other than the Commission under the Act, have jurisdiction over
the proposed compressed natural gas programs.
Item 5. Procedure.
CPL and SWEPCO request that the Commission issue and publish no
later than June 20, 1994, the requisite notice under Rule 23 with respect
to the filing of this Application, such notice to specify a date not later
than July 13, 1994 as the date after which an order granting and
permitting this Application to become effective may be entered by the
Commission, and that the Commission enter not later than July 14, 1994 an
appropriate order granting and permitting this Application to become
effective.
<PAGE> 21
No recommended decision by a hearing officer or other responsible
officer of the Commission is necessary or required in this matter. The
Division of Investment Management of the Commission may assist in the
preparation of the Commission's decision in this matter. There should be
no thirty day waiting period between the issuance and the effective date
of any order issued by the Commission in this matter, and it is
respectfully requested that any such order be made effective immediately
upon the entry thereof.
Item 6. Exhibits and Financial Statements
Exhibit 1 - Preliminary Opinion of Milbank, Tweed, Hadley &
McCloy, counsel to CSW, CPL and SWEPCO (previously
filed).
Exhibit 2 - Final or "Past Tense" opinion of Milbank, Tweed,
Hadley & McCloy, counsel to CSW, CPL and SWEPCO (to
be filed with the Certificate of Notification).
Amended
Exhibit 3 - Proposed Notice of Proceeding.
Exhibit 4 - Financial Statements of CSW and its subsidiaries and
of CPL and SWEPCO per books and pro forma as of
March 31, 1994 (previously filed).
Exhibit 5 - Service Territory of each of CPL and SWEPCO
(previously filed).
Item 7. Environmental Effects
Except insofar as it is designed to assist in compliance with
environmental legislation, the proposed compressed natural gas program
does not involve major Federal action having a significant effect on the
human environment. To the best of the knowledge of CSW, CPL and SWEPCO,
no Federal agency has prepared or is preparing an environmental impact
statement with respect to the proposed program.
<PAGE> 22
S I G N A T U R E
- - - - - - - - -
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, as amended, each undersigned company has duly caused
this document to be signed on its behalf by the undersigned thereunto duly
authorized.
Dated: September 2, 1994
CENTRAL POWER AND LIGHT COMPANY
By: MELANIE J. RICHARDSON
Melanie J. Richardson
Vice President of Administration
SOUTHWESTERN ELECTRIC POWER COMPANY
By: SHIRLEY BRIONES
Shirley Briones
Treasurer
<PAGE> 1
EXHIBIT INDEX
Exhibit Transmission
Number Exhibit Method
- ------- ------- ------------
1 Preliminary Opinion of Milbank, ---
Tweed, Hadley & McCloy, counsel to
CSW, CPL and SWEPCO (previously
filed).
2 Final or "Past Tense" opinion of ---
Milbank, Tweed, Hadley & McCloy,
counsel to CSW, CPL and SWEPCO (to
be filed with the Certificate of
Notification).
3 Proposed Notice of Proceeding Electronic
(amended).
4 Financial Statements of CSW and its ---
subsidiaries and of CPL and SWEPCO
per books and pro forma as of
March 31, 1994 (previously filed).
5 Service Territory of each of CPL and ---
SWEPCO (previously filed).
<PAGE> 1
EXHIBIT 3
---------
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- )
Filings Under the Public Utility Holding Company Act of 1935 ("Act")
___________, 1994
Notice is hereby given that the following filing(s) has/have been
made with the Commission pursuant to provisions of the Act and rules
promulgated thereunder. All interested persons are referred to the
application(s) and/or declaration(s) for complete statements of the proposed
transaction(s) summarized below. The application(s) and/or declaration(s) and
any amendments thereto is/are available for public inspection through the
Commission's Office of Public Reference.
Interested persons wishing to comment or request a hearing on the
application(s) and/or declaration(s) should submit their views in writing by
__________, 1994 to the Secretary, Securities and Exchange Commission,
Washington, D.C. 20549, and serve a copy on the relevant applicant(s) and/or
declarant(s) at the address(es) specified below. Proof of service (by
affidavit or, in case of an attorney at law, by certificate) should be filed
with the request. Any request for hearing shall identify specifically the
issues of fact or law that are disputed. A person who so requests will be
notified of any hearing, if ordered, and will receive a copy of any notice or
order issued in the matter. After said date, the application(s) and/or
declaration(s), as filed or amended, may be granted and/or permitted to become
effective.
<PAGE> 2
Central Power and Light Co., et al. (70-8431)
Central Power and Light Company ("CP&L"), 539 North Carancahua
Street, Corpus Christi, Texas 78401, and Southwestern Electric Power Company
("SWEPCO"), 428 Travis Street, Shreveport, Louisiana 71101, both of which are
electric public utility subsidiaries of Central and South West Corporation, a
registered holding company, have filed an application pursuant to Sections
9(a) and 10 of the Act.
CP&L and SWEPCO ("Applicants") propose to engage in certain
activities ("Activities"), involving non-affiliate entities, in connection
with Applicants' compliance with the "alternative fuel" requirements of the
Federal Energy Policy Act of 1992 (Public Law No. 102-486, 106 Stat. 2776),
the Federal Clean Air Act, Amendments of 1990 (Public Law No. 101-549, 104
Stat. 2399) and related legislation enacted in Louisiana (Louisiana Revised
Statutes, Title 33, Part XIII) and Texas (Texas Senate Bills 740 and 769
enacted in 1989 and Texas Senate Bills 7 and 737 enacted in 1993)
(collectively, the "Energy Acts"). The non-affiliate entities include the
municipalities of Corpus Christi, Texas ("Corpus Christi") which is in the
service territory of CPL, and Shreveport, Louisiana ("Shreveport"), Caddo
Parish, Louisiana, the parish in which Shreveport is located, Bossier City,
Louisiana, a city adjacent to Shreveport, and Longview, Texas, all of which
are in the service territory of SWEPCO (the "SWEPCO Municipalities").
The Activities proposed to be engaged in are: (i) for CPL and
SWEPCO to purchase, install, maintain and provide electric-powered compression
equipment in an aggregate of seven fueling facilities to be constructed and
owned by Corpus Christi and the SWEPCO Municipalities for the purpose of
making natural gas available as an alternative fuel for vehicles; and (ii) for
SWEPCO to provide, at an aggregate of four fueling facilities to be
constructed by SWEPCO principally for use in fueling its own vehicles,
<PAGE> 3
compressed natural gas to vehicles owned by the SWEPCO Municipalities. The
Energy Acts require that increasing percentages of the vehicle fleets of
governmental entities and electric utilities, among others, must be capable of
operating on fuel other than gasoline or diesel in the next several years.
The Activities would permit initial compliance by CPL and SWEPCO, and by
Corpus Christi and the SWEPCO Municipalities, with the requirements of the
Energy Acts.
The Applicants have provided the following estimates of the costs,
revenues and expenses of the Activities. CPL's costs of furnishing
compression equipment at the one facility to be constructed by Corpus Christi
would not exceed $250,000, and the initial annual revenues and expenses
associated with the furnishing of compression services would aggregate $65,000
and $40,000, respectively. The gross profits from such services would be
accounted for as a reduction in fleet expenses of CPL. SWEPCO's cost of
furnishing compression equipment at the six facilities to be constructed by
the SWEPCO Municipalities would not exceed $1,500,000, and the initial annual
revenues and expenses associated with the furnishing of compression services
would aggregate $342,000 and $202,500, respectively. The gross profits from
such services would be accounted for as profit from an unregulated activity.
SWEPCO's cost of constructing the four fueling facilities on its own property
would aggregate $1,040,000, and the profits from the sale of compressed
natural gas provided to vehicles operated by the SWEPCO Municipalities would
be accounted for as a reduction in fleet expenses of SWEPCO.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Jonathan G. Katz
Secretary
