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File No. 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-1 APPLICATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
____________________
CENTRAL POWER AND LIGHT COMPANY
539 North Carancahua Street
Corpus Christi, Texas 78401
PUBLIC SERVICE COMPANY OF OKLAHOMA
212 East 6th Street
Tulsa, Oklahoma 74119
SOUTHWESTERN ELECTRIC POWER COMPANY
428 Travis Street
Shreveport, Louisiana 71156
WEST TEXAS UTILITIES COMPANY
301 Cypress
Abilene, Texas 79601
(Names of companies filing this statement and addresses
of principal executive offices)
____________________
CENTRAL AND SOUTH WEST CORPORATION
(Name of top registered holding company parent)
____________________
Stephen J. McDonnell, Treasurer
Central and South West Corporation
1616 Woodall Rodgers Freeway
Dallas, Texas 75202
M. Douglas Dunn, Esq.
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
(Names and addresses of agents for service)
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Item 1. Description of Proposed Transaction.
Central Power and Light Company, a Texas corporation ("CPL"), Public
Service Company of Oklahoma, an Oklahoma corporation ("PSO"), Southwestern
Electric Power Company, a Delaware corporation ("SWEPCO"), and West Texas
Utilities Company, a Texas corporation ("WTU"), are electric utility
subsidiaries of Central and South West Corporation ("CSW"), a registered
holding company under the Public Utility Holding Company Act of 1935, as
amended (the "Act"). CPL, PSO, SWEPCO and WTU are referred to collectively
herein as the "CSW Companies." The CSW Companies hereby request authority
through March 1, 1999, to lease owned unit trains and railcars to
nonaffiliated third parties.
By orders dated March 22, 1989 (HCAR No. 24844; 70-7563),
June 29, 1989 (HCAR No. 24914; 70-7656) and May 4, 1990 (HCAR No. 25085;
70-7683) (the "Orders"), the Commission authorized CPL, SWEPCO and PSO,
respectively, to lease owned unit trains and railcars to nonaffiliated third
parties from time to time on a short-term basis when not needed by CPL, PSO
and SWEPCO through March 1, 1994, June 1, 1994 and September 30, 1994,
respectively. The unit trains and railcars are used by CPL, PSO and SWEPCO to
transport coal to CPL's Coleto Creek electric generating plant located in
Fannin, Texas, PSO's Northeastern Power Station located in Oologah, Oklahoma,
and SWEPCO's Welsh Power Plant located near Cason, Texas and Flint Creek Power
Plant located near Gentry, Arkansas (the "Plants").
From time to time, the CSW Companies have been approached by other
utilities and by railroads seeking to enter into short-term leases of unit
trains and railcars, and the CSW Companies desire to take advantage of such
opportunities. On those occasions when coal inventory temporarily exceeds its
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requirements or at such times when the Plants are inoperative for scheduled
maintenance, the CSW Companies do not need 100% of their unit trains and
railcars.
Lease terms will cover those periods during which the CSW Companies
do not need the unit trains and railcars for operations. Such periods will
generally range from as short as the time it takes to make one trip from the
location of a coal source to a Plant to as long as two months; however, if the
Plants were to be out of service, either for scheduled maintenance or for some
other unforeseen reason, such periods could extend up to four months, or
longer. Any leases will provide for lease rates at or near market rates at
the time such leases are entered into.
Because of the circumstances under which opportunities to enter into
the proposed leases arise, the CSW Companies cannot anticipate when unit
trains and railcars will be available for leasing in sufficient time to seek
specific authority from the Commission. Requiring such authority would
preclude the CSW Companies from taking advantage of short-term opportunities
to lease excess unit train and railcar capacity. Accordingly, the CSW
Companies request general authority to enter into lease transactions under the
circumstances described herein.
The CSW Companies anticipate that leases of owned unit trains and
railcars to nonaffiliated third parties will be a small percentage not
expected to exceed an average of 50% of available unit trains and railcars for
each CSW Company. Rental income received from the leasing of unit trains and
railcars as proposed will be recorded as a credit to fuel stock account number
151 and will go to offset the depreciation of railcars and unit trains which
is charged to this account, thus reducing the overall cost of fuel to the CSW
Companies customers. Any leasing income in excess of the amount of
depreciation charged to account number 151 will be credited to rental income
account number 454.
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The CSW Companies will file within 60 days after the end of each
calendar quarter pursuant to Rule 24 the following information for each CSW
Company: (1) period of time the railcars are leased; (2) number of railcars
leased; (3) revenues earned by month from leasing railcars to nonaffiliates;
(4) average number of railcars leased during the period and (5) average number
of railcars owned during the period.
Item 2. Fees, Commissions and Expenses.
Fees and expenses to be paid or incurred in connection with the
transactions are estimated as follows:
Holding Company Act filing fee ................ $2,000*
Counsel fees:
Milbank, Tweed, Hadley & McCloy
New York, NY ................................ 2,500
Miscellaneous and incidental
expenses including travel,
telephone, postage, copying, etc. ........... 500
------
TOTAL .................................... $5,000
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_______________
* Actual Amount.
Item 3. Applicable Statutory Provisions.
Sections 9 and 10 of the Act and Rule 23 under the Act are applicable
to the proposed transaction. To the extent any other sections of the Act may
be applicable to the proposed transaction, the CSW Companies hereby request
appropriate orders thereunder.
Item 4. Regulatory Approval.
No state regulatory authority and no federal regulatory authority
other than the Commission under the Act, has any jurisdiction over the
proposed transaction.
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Item 5. Procedure.
It is requested that the Commission issue and publish no later than
February 4, 1994, the requisite notice under Rule 23 with respect to the
filing of this Application, such notice to specify a date not later than
February 28, 1994, as the date after which an order granting and permitting
this Application to become effective may be entered by the Commission and the
Commission enter not later than March 1, 1994, an appropriate order granting
and permitting this Application to become effective.
No recommended decision by 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,
special counsel to CSW and the CSW Companies (to be
filed by amendment).
Exhibit 2 - Financial Statements per books and pro forma as of
December 31, 1993 for CSW and the CSW Companies (to be
filed by amendment).
Exhibit 3 - Proposed Notice of Proceeding.
Exhibit 4 - Final or "past tense" opinion of Milbank, Tweed, Hadley
& McCloy, special counsel to CSW and the CSW Companies
(to be filed with Certificate of Notification.)
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Item 7. Information as to Environmental Effects.
The proposed transaction does not involve major federal action having
a significant effect on the human environment. To the best of the Company's
knowledge, no federal agency has prepared or is preparing an environmental
impact statement with respect to the proposed transaction.
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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: January 31, 1994
CENTRAL POWER AND LIGHT COMPANY
By: /s/ DAVID P. SARTIN
David P. Sartin
Controller
PUBLIC SERVICE COMPANY OF OKLAHOMA
By: /s/ DAVID M. THOMISON
David M. Thomison
Treasurer
SOUTHWESTERN ELECTRIC POWER COMPANY
By: /s/ A. G. HAMMETT, III
A. G. Hammett, III
Treasurer
WEST TEXAS UTILITIES COMPANY
By: /s/ D. JOE LAMBRIGHT
D. Joe Lambright
Treasurer
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EXHIBIT INDEX
Exhibit Transmission
Number Exhibit Method
- ------- ------- ------------
1 Preliminary Opinion of Milbank, Tweed, ---
Hadley & McCloy, special counsel to CSW
and the CSW Companies (to be filed by
amendment).
2 Financial Statements per books and pro ---
forma as of December 31, 1993 for CSW
and the CSW Companies (to be filed by
amendment).
3 Proposed Notice of Proceeding. Electronic
4 Final or "Past Tense" opinion of Milbank, ---
Tweed, Hadley & McCloy, special counsel
to CSW and the CSW Companies (to be filed
with Certificate of Notification).
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EXHIBIT 3
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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 amendment(s) 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 manner. After said date, the application(s) and/or
declaration(s), as filed or as amended, may be granted and/or permitted to
become effective.
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Central Power and Light Company, et al. (70- )
Central Power and Light Company, a Texas corporation ("CPL"), Public
Service Company of Oklahoma, an Oklahoma corporation ("PSO"), Southwestern
Electric Power Company, a Delaware corporation ("SWEPCO"), and West Texas
Utilities Company, a Texas corporation ("WTU"), electric utility subsidiaries
of Central and South West Corporation ("CSW"), a registered holding company
under the Public Utility Holding Company Act of 1935, as amended (the "Act").
CPL, PSO, SWEPCO and WTU have filed an application pursuant to Sections 9 and
10 of the Act and Rule 23 thereunder requesting authority through March 1,
1999 to lease owned unit trains and railcars to nonaffiliated third parties on
a short-term basis from time to time when they do not require the railcars for
their operations.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Jonathan G. Katz
Secretary
