CENTRAL POWER & LIGHT CO /TX/
U-1/A, 1994-07-14
ELECTRIC SERVICES
Previous: PROVIDIAN CORP, 424B3, 1994-07-14
Next: CHRYSLER FINANCIAL CORP, 8-K, 1994-07-14



  <PAGE> 1
                                                         File No. 70-8341 


                    SECURITIES AND EXCHANGE COMMISSION
 
                          Washington, D.C.  20549
  

                            AMENDMENT NO. 1 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, Vice President        W. G. Googe, Vice President
          of Administration                       of Administration
   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
amend their Application-Declaration in File No. 70-8341 in the following
respects.


Item 6.  Exhibits and Financial Statements.

         Item 6 is hereby amended to file the following exhibit:

         Exhibit 4 -  Financial Statements of CSW and its subsidiaries and of
                      CPL and SWEPCO per books and pro forma as of March 31,
                      1994.






  <PAGE> 3
                               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:  July 14, 1994



                                      CENTRAL POWER AND LIGHT COMPANY


                                      By:  MELANIE J. RICHARDSON
                                         Melanie J. Richardson
                                         Vice President of Administration



                                      SOUTHWESTERN ELECTRIC POWER COMPANY


                                      By:  W. G. GOOGE, JR.
                                         W. G. Googe, Jr.
                                         Vice President of Administration











  <PAGE> 1

                                 EXHIBIT INDEX


Exhibit                                                           Transmission
Number                              Exhibit                          Method   
- -------                             -------                       ------------

  4                 Financial Statements of CSW and its            Electronic
                    subsidiaries and of CPL and SWEPCO 
                    per books and pro forma as of 
                    March 31, 1994.







  <PAGE> 1

                                                                    EXHIBIT  4
                                                                    ----------


                                     INDEX
                                      TO
                             FINANCIAL STATEMENTS

                                                                   Page
                                                                  Number
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES
                                                                   
 Consolidated Balance Sheets - Per Books and Pro Forma
   as of March 31, 1994                                           3 - 4   
                                                                   
 Consolidated Statement of Income for the Twelve Months Ended
   March 31, 1994                                                   5 
                                                                   
  Consolidated Statement of Retained Earnings for the Twelve
   Months Ended March 31, 1994                                      6   
                                                                   
  Statements of Long-Term Debt Outstanding as of March 31, 1994   7 - 10
                                                                   
  Statements of Preferred Stock Outstanding as of March 31, 1994 11 - 12
                                                                   
 CENTRAL AND SOUTH WEST CORPORATION (CORPORATE)
                                                                   
  Balance Sheets - Per Books and Pro Forma as of March 31, 1994     13
                                                                   
  Statement of Income for the Twelve Months Ended March 31, 1994    14
                                                                   
 CENTRAL POWER AND LIGHT COMPANY                                   
                                                                   
  Balance Sheets - Per Books and Pro Forma as of March 31, 1994  15 - 16
                                                                   
  Statement of Income for the Twelve Months Ended March 31, 1994    17
                                                                   
  Statement of Retained Earnings for the Twelve Months Ended
   March 31, 1994                                                   18    
                                                                   
 SOUTHWESTERN ELECTRIC POWER COMPANY                               
                                                                   
  Balance Sheets - Per Books and Pro Forma as of March 31, 1994  19 - 20
                                                                   
  Statement of Income for the Twelve Months Ended March 31, 1994    21
                                                                   
  Statement of Retained Earnings for the Twelve Months Ended
   March 31, 1994                                                   22     
                                                                   


  <PAGE> 2
                                     INDEX
                                      TO
                             FINANCIAL STATEMENTS

                                                                   Page
                                                                  Number

PRO FORMA ADJUSTMENTS TO BALANCE SHEETS                             23
                                                                   
STATEMENT OF CHANGES                                                24
                                                                   
CAPITALIZATION RATIOS - Per books and Pro forma                     25
                                                                   
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                          26
                                                                   



  <PAGE> 3
                      CENTRAL AND SOUTH WEST CORPORATION
                           AND SUBSIDIARY COMPANIES
                          CONSOLIDATED BALANCE SHEETS
                            PER BOOKS AND PRO FORMA
                             AS OF MARCH 31, 1994
                                   UNAUDITED
                                  (Millions)

                                         Per    Pro Forma     Pro
                                        Books  Adjustments   Forma
                                                                   
 ASSETS                                                            
                                                                   
 PLANT                                                             
   Electric utility                                                
     Production                         $5,779               $5,779
     Transmission                        1,238                1,238
     Distribution                        2,402                2,402
     General                               726         3        729
     Construction work in progress         384                  384
     Nuclear fuel                          160                  160
   Gas                                     767                  767
                                        ------    ------     ------
                                        11,456         3     11,459
   Less - Accumulated depreciation       3,624                3,624
                                        ------    ------     ------
                                         7,832         3      7,835
                                        ------    ------     ------
 CURRENT ASSETS                                                    
   Cash and temporary cash investments      71       (3)         68
   Special deposits                          1                    1
   Accounts receivable                     662                  662
   Materials and supplies, at average     
     cost                                  150                  150
   Fuel inventory, substantially at      
     average cost                           90                   90
   Gas inventory for resale,                                       
     substantially at LIFO                   3                    3
   Unrecovered fuel cost                    80                   80
   Prepayments and other                    51                   51
                                        ------    ------     ------
                                         1,108       (3)      1,105
                                        ------    ------     ------
 DEFERRED CHARGES AND OTHER ASSETS                                 
   Deferred plant costs                    517                  517
   Mirror CWIP asset - net                 329                  329
   Other non-utility investments           244                  244
   Income tax related regulatory asset   
     net                                   190                  190
   Other                                   270                  270
                                        ------               ------
                                         1,550                1,550
                                        ------    ------     ------
                                       $10,490        $0    $10,490
                                        ======    ======     ======

  <PAGE> 4
                      CENTRAL AND SOUTH WEST CORPORATION
                           AND SUBSIDIARY COMPANIES
                          CONSOLIDATED BALANCE SHEETS
                            PER BOOKS AND PRO FORMA
                             AS OF MARCH 31, 1994
                                   UNAUDITED
                                  (Millions)


                                         Per     Pro Forma     Pro
                                        Books   Adjustments   Forma
                                                                   
 CAPITALIZATION AND LIABILITIES                                    
                                                                   
 CAPITALIZATION                                                    
   Common Stock Equity -                                           
     Common stock, $3.50 par value,                             
     authorized 350,000,000 shares; 
     issued and outstanding
       188,738,000 shares                 $661                 $661
     Paid-in capital                       525                  525
     Retained earnings                   1,716                1,716
                                        ------               ------
     Total Common Stock Equity           2,902                2,902
                                                                   
   Preferred stock                                                 
     Not subject to mandatory redemption   292                  292
     Subject to mandatory redemption        55                   55
   Long-term debt                        2,788                2,788
                                        ------               ------
     Total Capitalization                6,037                6,037
                                        ------               ------
 CURRENT LIABILITIES                                               
   Long-term debt/preferred stock                                  
     due within twelve months               14                   14
   Short-term debt                         800                  800
   Short-term debt - CSW Credit            580                  580
   Accounts payable                        265                  265
   Accrued taxes                            55                   55
   Accrued interest                         45                   45
   Accrued restructuring charges            97                   97
   Other                                   158                  158
                                        ------               ------
                                         2,014                2,014
                                        ------               ------
DEFERRED CREDITS                                                   
   Income taxes                          1,965                1,965
   Investment tax credits                  331                  331
   Mirror CWIP liability and other         143                  143
                                        ------               ------
                                         2,439                2,439
                                        ------    ------     ------
                                       $10,490        $0    $10,490
                                        ======    ======     ======


  <PAGE> 5
                       CENTRAL AND SOUTH WEST CORPORATION
                            AND SUBSIDIARY COMPANIES
                        CONSOLIDATED STATEMENT OF INCOME
                   FOR THE TWELVE MONTHS ENDED MARCH 31, 1994
                                   UNAUDITED
                                   (Millions)



 OPERATING REVENUES                                   $3,727
                                                      ------
 OPERATING EXPENSES AND TAXES
   Fuel and purchased power                            1,247
   Gas purchased for resale                              384
   Other operating                                       683
   Restructuring charges                                  97
   Maintenance                                           200
   Depreciation and amortization                         337
   Taxes, other than Federal income                      200
   Federal income taxes                                  126
                                                      ------
                                                       3,274
                                                      ------
 OPERATING INCOME                                        453
                                                      ------
 OTHER INCOME AND DEDUCTIONS                                       
   Mirror CWIP liability amortization                     74
   Other                                                  25
                                                      ------
                                                          99
                                                                   
 INCOME BEFORE INTEREST CHARGES                          552
                                                      ------
 INTEREST CHARGES                                                  
   Interest on long-term debt                            216
   Interest on short-term debt and                              
     other                                                53
                                                      ------
                                                         269
                                                      ------
                                                                   
 NET INCOME                                              283
                                                                   
   Preferred stock dividends                              19
                                                      ------
 NET INCOME FOR COMMON STOCK                            $264
                                                      ======



  <PAGE> 6
                       CENTRAL AND SOUTH WEST CORPORATION
                            AND SUBSIDIARY COMPANIES
                  CONSOLIDATED STATEMENT OF RETAINED EARNINGS
                   FOR THE TWELVE MONTHS ENDED MARCH 31, 1994
                                   UNAUDITED
                                   (Millions)



 RETAINED EARNINGS AT March 31, 1993                        $1,761
                                                                   
 Add: Net income for common stock                              264
                                                            ------
                                                             2,025
                                                                   
 Deduct: Common stock dividends                                309
                                                            ------
 RETAINED EARNINGS AT March 31, 1994                        $1,716
                                                            ======






  <PAGE> 7
                       CENTRAL AND SOUTH WEST CORPORATION
                            AND SUBSIDIARY COMPANIES
                    STATEMENT OF LONG-TERM DEBT OUTSTANDING
                              AS OF MARCH 31, 1994
                                   UNAUDITED
                                   (Millions)


 CENTRAL POWER AND LIGHT COMPANY
  First mortgage bonds -   
 Series J, 6-5/8%, due January 1, 1998               $28
 Series L, 7%, due February 1, 2001                   36
 Series T, 7-1/2%, due December 15, 2014             112
 Series U, 9-3/4%, due July 1, 2015                   32
 Series Z, 9-3/8%, due December 1, 2019              140
 Series AA, 7-1/2%,  due March 1, 2020                50
 Series BB, 6%, due  October 1, 1997                 200
 Series CC, 7-1/4%,  due October 1, 2004             100
 Series DD, 7-1/8%,  due December 1, 1999             25
 Series EE, 7-1/2%,  due December 1, 2002            115
 Series FF, 6-7/8%,  due February 1, 2003             50
 Series GG, 7-1/8%,  due February 1, 2008             75
 Series HH, 6%, due  April 1, 2000                   100
 Series II, 7-1/2%,  due April 1, 2023               100
Installment sales agreements -                          
   Pollution control bonds   
     Series 1974  7-1/8%, due June 1, 2004             9
     Series 1977  6%, due November 1, 2007            34
     Series 1984  7-7/8%, due December 15, 2014        6
     Series 1984  10-1/8%, due October 15, 2014       69
     Series 1986  7-7/8%, due December 1, 2016        60
     Series 1993  6%, due July 1, 2028               120
Unamortized discount                                (12)
Unamortized costs of reacquired debt                (85)
                                                  ------
                                                  $1,364
                                                  ------



  <PAGE> 8
                       CENTRAL AND SOUTH WEST CORPORATION
                            AND SUBSIDIARY COMPANIES
              STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
                              AS OF MARCH 31, 1994
                                   UNAUDITED
                                   (Millions)



 PUBLIC SERVICE COMPANY OF OKLAHOMA
 First mortgage bonds -
   Series J, 5-1/4%, due March 1, 1996                     $25
   Series K, 7-1/4%, due January 1, 1999                    25
   Series L, 7-3/8%, due March 1, 2002                      30
   Series S, 7-1/4%, due July 1, 2003                       65
   Series T, 7-3/8%, due December 1, 2004                   50
   Series U, 6-1/4%, due April 1, 2003                      35
   Series V, 7-3/8%, due April 1, 2023                     100
   Series W, 6-1/2%, due June 1, 2005                       50
 Installment sales agreements -                         
   Pollution control bonds                                         
     5.9%, due December 1, 2007                             35
       Series 1984 7-7/8, due December 15, 2014             13
 Unamortized discount                                       (5)
 Unamortized costs of reacquired debt                      (21)
                                                        ------
                                                          $402
                                                        ------



  <PAGE> 9
                       CENTRAL AND SOUTH WEST CORPORATION
                            AND SUBSIDIARY COMPANIES
              STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
                              AS OF MARCH 31, 1994
                                   UNAUDITED
                                   (Millions)
                                                                   
 SOUTHWESTERN ELECTRIC POWER COMPANY
 First mortgage bonds -             
   Series U, 9-1/8%, due November 1, 2019             $4
   Series V, 7-3/4%, due June 1, 2004                 40
   Series W, 6-1/8%, due December 1, 1999             40
   Series X, 7%, due December 1, 2007                 90
   Series Y, 6-5/8%, due February 1, 2003             55
   Series Z, 7-1/4%, due July 1, 2023                 45
   Series  AA, 5-1/4%, due April 1, 2000              45
   Series  BB, 6-7/8%, due October 1, 2025            80
   1976 Series A, 6.2%, due November 1, 2006           7
   1976 Series B, 6.2%, due November 1, 2006           1
 Installment sales agreements -     
   Pollution control bonds          
     1978 Series A, 6%, due January 1, 2008           14
     1991 Series A, 8.2%, due August 1, 2011          17
     1991 Series B, 6.9%, due November 1, 2004        12
     Series 1986, 8.2%, due July 1, 2014              82
     Series 1992, 7.6%, due January 1, 2019           54
 Bank loan, variable rate, due June 15, 1994          50
 Railcar lease obligations                            19
 Unamortized discount                                 (4)
 Unamortized costs of reacquired debt                (51)
                                                  ------
                                                    $600
                                                  ------
 WEST TEXAS UTILITIES COMPANY                                      
 First mortgage bonds -                                            
   Series 0, 9-1/4%, due December 1, 2019             63
   Series P, 7-3/4%, due July 1, 2007                 25
   Series Q, 6-7/8%, due October 1, 2002              35
   Series R, 7%, due October 1, 2004                  40
   Series S, 6-1/8%, due February 1, 2004             40
 Installment sales agreement -     
   Pollution control bonds         
     7-7/8%, due December 15, 2014                    44
 Unamortized discount                                 (1)
 Unamortized costs of reacquired debt                (29)
                                                  ------
                                                    $217
                                                  ------



  <PAGE> 10
                       CENTRAL AND SOUTH WEST CORPORATION
                            AND SUBSIDIARY COMPANIES
              STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
                              AS OF MARCH 31, 1994
                                   UNAUDITED
                                   (millions)
                                                                   
                                                                   
 TRANSOK, INC.                                                     
 Note payable, 8.960%, due April 17, 2017            $15
 Note payable, 8.280%, due April 16, 2007              3
 Note payable, 8.130%, due April 16, 2002              3
 Note payable, 8.125%, due April 22, 2002             17
 Note payable, 8.900%, due May 21, 2012                5
 Note payable, 7.810%, due May 20, 1999                3
 Note payable, 8.250%, due May 20, 2004                1
 Note payable, 8.170%, due May 22, 2003                2
 Note payable, 7.750%, due May 21, 1999                5
 Note payable, 8.170%, due May 28, 2004                2
 Note payable, 8.280%, due June 3, 2003                4
 Note payable, 8.340%, due June 2, 2004                2
 Note payable, 8.350%, due August 27, 2012             5
 Note payable, 7.350%, due August 26, 2002             5
 Note payable, 7.330%, due August 26, 2002             1
 Note payable, 7.320%, due August 28, 2002            14
 Note payable, 6.750%, due December 1, 1999           15
 Note payable, 7.800%, due March 1, 2004              10
 Note payable, 7.770%, due March 1, 2004               3
 Note payable, 7.780%, due December 15, 2004           2
 Note payable, 7.730%, due December 15, 2004           1
 Note payable, 7.670%, due March 1, 2004               1
 Note payable, 7.650%, due May 15, 2002                5
 Note payable, 7.650%, due May 15, 2002                5
 Note payable, 7.710%, due December 23, 2003          11
 Note payable, 6.850%, due March 18, 2005              1
 Note payable, 6.850%, due March 18, 2005              1
 Note payable, 6.900%, due March 1, 2005               6
 Note payable, 6.990%, due March 24, 2005              5
 Note payable, 6.860%, due March 28, 2005             12
 Note payable, 7.750%, due April 24, 2023             10
 Note payable, 6.840%, due April 25, 2005              3
 Note payable, 7.750%, due April 26, 2023              5
 Note payable, 6.810%, due April 26, 2003              7
 Note payable, 6.600%, due April 29, 2003              2
 Note payable, 6.710%, due April 30, 2004              1
 Note payable, 6.930%, due May 5, 2005                 1
 Note payable, 7.070%, due May 5, 2008                 1
 Note payable, 7.000%, due January 12, 2004            5
                                                  ------
                                                    $200
 CENTRAL AND SOUTH WEST SERVICES, INC.            ------
   Note payable, 9%, due February 1, 2008              5
                                                  ------
   TOTAL CONSOLIDATED                             $2,788
                                                  ======

  <PAGE> 11
                       CENTRAL AND SOUTH WEST CORPORATION
                            AND SUBSIDIARY COMPANIES
                    STATEMENT OF PREFERRED STOCK OUTSTANDING
                              AS OF MARCH 31, 1994
                                   UNAUDITED
                                   (Millions)
                                                                   
                                                                   
 NOT SUBJECT TO MANDATORY REDEMPTION                               
                                                                   
 CENTRAL POWER AND LIGHT COMPANY                                   
   4.00% Series,   100,000 shares                    $10
   4.20% Series,    75,000 shares                      8
   7.12% Series,   260,000 shares                     26
   8.72% Series,   500,000 shares                     50
   2.69% Series,   750,000 shares                     75
   2.711% Series,  425,000 shares                     42
   2.688% Series,  425,000 shares                     42
   Issuance expense                                   (3)
                                                  ------
                                                     250
                                                  ------
 PUBLIC SERVICE COMPANY OF OKLAHOMA                                
                                                                   
   4.00% Series,    97,900 shares                     10           
   4.24% Series,   100,000 shares                     10           
                                                  ------           
                                                      20           
                                                  ------           
 SOUTHWESTERN ELECTRIC POWER COMPANY                               
                                                                   
   5.00% Series,    75,000 shares                      8           
   4.65% Series,    25,000 shares                      2           
   4.28% Series,    60,000 shares                      6           
                                                  ------           
                                                      16           
                                                  ------           
 WEST TEXAS UTILITIES COMPANY                                      
   4.40% Series,    60,000 shares                      6           
                                                  ------           
 Total Consolidated                                 $292           
                                                  ======           



  <PAGE> 12
                       CENTRAL AND SOUTH WEST CORPORATION
                            AND SUBSIDIARY COMPANIES
              STATEMENT OF PREFERRED STOCK OUTSTANDING (Continued)
                              AS OF MARCH 31, 1994
                                   UNAUDITED
                                   (Millions)
                                  

                                 
 SUBJECT TO MANDATORY REDEMPTION                                   
                                                                   
   CENTRAL POWER AND LIGHT COMPANY                                 
     10.05% Series, 188,500 shares                   $19
                                                                   
   SOUTHWESTERN ELECTRIC POWER COMPANY                             
     6.95% Series, 364,000 shares                     36
                                                                   
                                                  ------
     Total Consolidated                              $55
                                                  ======
                                                                   


  <PAGE> 13
                       CENTRAL AND SOUTH WEST CORPORATION
                                                                   
                                 BALANCE SHEETS
                            PER BOOKS AND PRO FORMA
                              AS OF MARCH 31, 1994
                                   UNAUDITED
                                   (Millions)



                                         Per     Pro Forma     Pro
                                        Books   Adjustments   Forma
                                                              
                                        No Pro Forma Adjustments
 INVESTMENTS IN COMMON STOCK                                       
   OF SUBSIDIARY                                                   
   COMPANIES (at equity)                $3,114               $3,114
                                        ------               ------
                                                                   
 CURRENT ASSETS                                                    
   Cash and temporary cash investments      11                   11
   Advances to affiliates                  347                  347
   Prepayments and other                   240                  240
                                        ------               ------
                                           598                  598
                                        ------               ------
 Deferred charges and other assets          27                   27
                                        ------    ------     ------
                                        $3,739    $    0     $3,739
                                        ======    ======     ======
                                                                   
 COMMON STOCK EQUITY                                               
   Common stock, $3.50 par value,                                  
     authorized 350,000,000 shares;                                
     issued and outstanding                                        
     188,738,000 shares                   $661                 $661
   Paid-in capital                         525                  525
   Retained earnings                     1,716                1,716
                                        ------               ------
                                         2,902                2,902
                                        ------               ------
 CURRENT LIABILITIES                                               
   Short-term debt                         800                  800
   Accounts payable and other               22                   22
                                        ------               ------
                                           822                  822
                                        ------               ------
 DEFERRED CREDITS                           15                   15
                                        ------    ------     ------
                                        $3,739    $    0     $3,739
                                        ======    ======     ======
                                                                   


  <PAGE> 14
                       CENTRAL AND SOUTH WEST CORPORATION
                                                                   
                              STATEMENT OF INCOME
                   FOR THE TWELVE MONTHS ENDED MARCH 31, 1994
                                   UNAUDITED
                                   (Millions)
                                                                   
                                                                   
 INCOME                                                            
                                                                   
   Equity in earnings of subsidiaries                              
     Central Power and Light Company                $129
     Public Service Company of Oklahoma               40
     Southwestern Electric Power Company              76
     West Texas Utilities Company                     25
     Transok, Inc.                                    18
     CSW Credit, Inc.                                  7
     CSW Energy, Inc.                                 (4)
     CSW Leasing, Inc.                                 0
     Central and South West Services, Inc.             0
   Other Income                                       21
                                                  ------
                                                    $312
                                                  ------
                                                                   
 EXPENSES AND TAXES                                                
                                                                   
    General and administrative expenses               29
    Interest expense                                  23
    Federal income taxes                              (5)
    Other                                              1
                                                  ------
                                                      48
                                                  ------
 NET INCOME                                         $264
                                                  ======




  <PAGE> 15
                        CENTRAL POWER AND LIGHT COMPANY

                                 BALANCE SHEETS
                            PER BOOKS AND PRO FORMA
                              AS OF MARCH 31, 1994
                                   UNAUDITED
                                   (Millions)



                                         Per     Pro Forma     Pro
                                        Books   Adjustments   Forma
                                                              
                                           Pro Forma adjustments round
 ASSETS                                           to $0          
                                                                   
 ELECTRIC UTILITY PLANT                                            
   Production                           $3,062               $3,062
   Transmission                            356                  356
   Distribution                            785                  785
   General                                 212                  212
   Construction work in progress           175                  175
   Nuclear fuel                            160                  160
                                        ------               ------
                                         4,750                4,750
   Less - Accumulated depreciation                                 
     and amortization                    1,294                1,294
                                        ------               ------
                                         3,456                3,456
                                        ------               ------
 CURRENT ASSETS                                                    
   Cash and temporary cash investments       3                    3
   Special deposits                          1                    1
   Accounts receivable                      18                   18
   Materials and supplies, at average   
     costs                                  64                   64
   Fuel inventory, at average cost          21                   21
   Unrecovered fuel cost                    64                   64
   Prepayments and other                     2                    2
                                        ------               ------
                                           173                  173
                                        ------               ------
 DEFERRED CHARGES AND OTHER ASSETS                                 
   Deferred STP costs                      490                  490
   Mirror CWIP asset                       329                  329
   Income tax related regulatory         
     assets                                273                  273
   Other                                    73                   73
                                        ------               ------
                                         1,165                1,165
                                        ------    ------     ------
                                        $4,794    $    0     $4,794
                                        ======    ======     ======



  <PAGE> 16
                        CENTRAL POWER AND LIGHT COMPANY
                                                                   
                                 BALANCE SHEETS
                            PER BOOKS AND PRO FORMA
                              AS OF MARCH 31, 1994
                                   UNAUDITED
                                   (Millions)
                                                                   
                                           Per     Pro Forma     Pro
                                          Books   Adjustments   Forma
                                                              
                                          Pro Forma adjustments round
 CAPITALIZATION AND LIABILITIES                     to $0
                                                                   
 CAPITALIZATION                                                    
    Common stock, $2S par value; authorized
      12,000,000 shares; issued 
      and outstanding 6,755,535 shares    $169                 $169
    Paid-in capital                        405                  405
    Retained earnings                      852                  852
                                        ------               ------
      Total common stock equity          1,426                1,426
                                                                   
                                                                   
    Preferred stock                                                
     Not subject to mandatory redemption   250                  250
     Subject to mandatory redemption        19                   19
     Long-term debt                      1,364                1,364
                                        ------               ------
      Total capitalization               3,059                3,059
                                        ------               ------
                                                                   
 CURRENT LIABILITIES                                               
    Long-term debt and preferred stock                             
     due within twelve months                4                    4
    Advances from affiliates               225                  225
    Accounts payable                        78                   78
    Accrued taxes                            3                    3
    Accrued interest                        21                   21
    Accrued restructuring charges           29                   29
    other                                   29                   29
                                        ------               ------
                                           389                  389
                                        ------               ------
                                                                   
 DEFERRED CREDITS                                                  
    Income taxes                         1,072                1,072
    Investment tax credits                 163                  163
    Mirror CWIP liability and other        111                  111
                                        ------               ------
                                         1,346                1,346
                                        ------    ------     ------
                                        $4,794    $    0     $4,794
                                        ======    ======     ======


  <PAGE> 17
                        CENTRAL POWER AND LIGHT COMPANY
                                                                   
                              STATEMENT OF INCOME
                   FOR THE TWELVE MONTHS ENDED MARCH 31, 1994
                                   UNAUDITED
                                   (Millions)



 ELECTRIC OPERATING REVENUE             $1,249
                                        ------
                                                                   
 OPERATING EXPENSES AND TAXES                                      
   Fuel                                    360
   Purchased power                          72
   Other operating                         229
   Restructuring charges                    29
   Maintenance                              85
   Depreciation and amortization           133
   Taxes, other than Federal income         88
   Federal income taxes                     66
                                        ------
                                         1,062
                                        ------
 OPERATING INCOME                          187
                                        ------
 OTHER INCOME AND DEDUCTIONS                                       
   Mirror CWIP liability amortization       74
   Other                                     3
                                        ------
                                            77
                                        ------
                                              
 INCOME BEFORE INTEREST CHARGES            264
                                        ------
 INTEREST CHARGES                             
   Interest on long-term debt              110
   Interest on short-term debt and            
     other                                  11
                                        ------
                                           121
                                        ------
                                              
 NET INCOME                                143
                                              
 PREFERRED STOCK DIVIDENDS                  14
                                        ------
 NET INCOME FOR COMMON STOCK              $129
                                        ======
                                                                   


  <PAGE> 18
                        CENTRAL POWER AND LIGHT COMPANY
                                                                   
                         STATEMENT OF RETAINED EARNINGS
                   FOR THE TWELVE MONTHS ENDED MARCH 31, 1994
                                   UNAUDITED
                                   (Millions)
                                                                   
                                                                   
                                                                   
                                                                   
 RETAINED EARNINGS AT March 31, 1993            $880
 Add: Net income (loss) for common                              
        stock                                    129
                                              ------
                                               1,009
 Deduct: Common stock dividends                  157
                                              ------
 RETAINED EARNINGS AT March 31, 1994            $852
                                              ======
                                                                   



  <PAGE> 19
                      SOUTHWESTERN ELECTRIC POWER COMPANY

                                 BALANCE SHEETS
                            PER BOOKS AND PRO FORMA
                              AS OF MARCH 31, 1994
                                   UNAUDITED
                                   (Millions)


                                         Per     Pro Forma     Pro
                                        Books   Adjustments   Forma
                                                                   
 ASSETS                                                            
                                                                   
 ELECTRIC UTILITY PLANT                                            
    Production                          $1,398               $1,398
    Transmission                           355                  355
    Distribution                           691                  691
    General                                197         2        199
    Construction work in progress          124                  124
                                        ------    ------     ------
                                         2,765         2      2,767
    Less - Accumulated depreciation        968                  968
                                        ------    ------     ------
                                         1,797         2      1,799
                                        ------    ------     ------
 CURRENT ASSETS                                                    
    Cash and temporary cash investments      8       (2)          6
    Accounts receivable                     29                   29
    Materials and supplies, at average      
      costs                                 25                   25
    Fuel inventory, at average cost         37                   37
    Prepayments and other                   17                   17
                                        ------    ------     ------
                                           116       (2)        114
                                        ------    ------     ------
 DEFERRED CHARGES AND OTHER ASSETS          60                   60
                                        ------    ------     ------
                                        $1,973        $0     $1,973
                                        ======    ======     ======




  <PAGE> 20
                      SOUTHWESTERN ELECTRIC POWER COMPANY

                                 BALANCE SHEETS
                            PER BOOKS AND PRO FORMA
                              AS OF MARCH 31, 1994
                                   UNAUDITED
                                   (Millions)
                                                                   
                                         Per     Pro Forma     Pro
                                        Books   Adjustments   Forma

 CAPITALIZATION AND LIABILITIES                                    
                                                                   
 CAPITALIZATION                                                    
    Common stock, $18 par value; authorized
      7,600,000 shares; issued and                             
      outstanding 7,536,640 shares        $136                 $136
    Paid-in capital                        245                  245
    Retained earnings                      273                  273
                                        ------               ------
      Total common stock equity            654                  654
                                                                   
    Preferred stock                                                
      Not subject to mandatory redemption   16                   16
      Subject to mandatory redemption       36                   36
    Long-term debt                         600                  600
                                        ------               ------
      Total capitalization               1,306                1,306
                                        ------               ------
                                                                   
 CURRENT LIABILITIES                                               
    Long-term debt due within twelve    
      months                                 5                    5
    Advances from affiliates                24                   24
    Accounts payable                        34                   34
    Customer deposits                       14                   14
    Fuel refunds due customers               4                    4
    Accrued taxes                           32                   32
    Accrued interest                        12                   12
    Accrued restructuring charges           25                   25
    Other                                   19                   19
                                        ------               ------
                                           169                  169
                                        ------               ------
 DEFERRED CREDITS                                                  
    Income taxes                           336                  336
    Investment tax credits                  84                   84
    Income tax related regulatory                                  
      liabilities - net                     52                   52
    Other                                   26                   26
                                        ------               ------
                                           498                  498
                                        ------    ------     ------
                                        $1,973        $0     $1,973
                                        ======    ======     ======

  <PAGE> 21
                      SOUTHWESTERN ELECTRIC POWER COMPANY

                              STATEMENT OF INCOME
                   FOR THE TWELVE MONTHS ENDED MARCH 31, 1994
                                   UNAUDITED
                                   (Millions)



 ELECTRIC OPERATING REVENUE               $852
                                        ------
                                                                   
 OPERATING EXPENSES AND TAXES                                      
   Fuel                                    368
   Purchased power                          15
   Other Operating                         124
   Restructuring charges                    25
   Maintenance                              49
   Depreciation and amortization            76
   Taxes, other than Federal income         48
   Federal income taxes                     28
                                        ------
                                           733
                                        ------
 OPERATING INCOME                          119
                                        ------
 OTHER INCOME AND DEDUCTIONS                 6
                                        ------
                                              
 INCOME BEFORE INTEREST CHARGES            125
                                        ------
 INTEREST CHARGES                             
   Interest on long-term debt               41
   Interest on short-term debt and            
     other                                   4
                                        ------
                                            45
                                        ------
                                              
 NET INCOME                                 80
                                              
 PREFERRED STOCK DIVIDENDS                   3
                                        ------
 NET INCOME FOR COMMON STOCK               $77
                                        ======



  <PAGE> 22
                      SOUTHWESTERN ELECTRIC POWER COMPANY

                         STATEMENT OF RETAINED EARNINGS
                   FOR THE TWELVE MONTHS ENDED MARCH 31, 1994
                                   UNAUDITED
                                   (Millions)
                                                                   
                                                                   
                                                                   
                                                                   
 RETAINED EARNINGS AT March 31, 1993                 $272
 Add: Net income (loss) for common                              
        stock                                          77
                                                   ------
                                                      349
 Deduct: Common stock dividends                        76
                                                   ------
 RETAINED EARNINGS AT March 31, 1994                 $273
                                                   ======
                                                                   


  <PAGE> 23
                       CENTRAL AND SOUTH WEST CORPORATION
                            AND SUBSIDIARY COMPANIES

                    PRO FORMA ADJUSTMENTS TO BALANCE SHEETS
                                 MARCH 31, 1994
                                   UNAUDITED
                                  (Thousands)
                                                                   
                                                                   
                                                                   
                                                              
 Central and South West Corporation                                
   and Subsidiary Companies                                     DR       CR
                                                              
                                                              
 Purchase and Install Fueling Equipment (General)             $1,500
 Fueling Facilities Construction (General)                     1,040
   Cash                                                                $2,540
                                                                    
                                                                   
 Central Power and Light Company                                   
                                                                   
 Fueling Facilities Construction (General)                      $250
   Cash                                                                  $250
                                                                   
                                                                   
 Southwestern Electric Power Company                               
                                                                   
 Purchase and Install Fueling Equipment (General)             $1,250
 Fueling Facilities Construction (General)                     1,040
   Cash                                                                $2,290
                                                                   



  <PAGE> 24
                       CENTRAL AND SOUTH WEST CORPORATION
                            AND SUBSIDIARY COMPANIES
                                                                   

                                                                   
     There have been no significant changes in the financial statements of
Central and South West Corporation and subsidiary companies subsequent to 
March 31, 1994, other than in the ordinary course of business.
                                                                   



  <PAGE> 25
                       CENTRAL AND SOUTH WEST CORPORATION
                            AND SUBSIDIARY COMPANIES
                                                                   
                             CAPITALIZATION RATIOS
                            PER BOOKS AND PRO FORMA
                              AS OF MARCH 31, 1994



                                        Common
                                        Stock   Preferred  Long-term
                                        Equity    Stock     Debt(*)     Total
                                       -------  ---------  ---------    -----
                                                                              

 Central and South West                                                      
   Corporation and                                                            

   Subsidiary Companies                                                       

   (Consolidated) Per books              48.1%      5.7%      46.2%    100.0%
                                                                          
 Central and South West                                                   
   Corporation and                                                        
   Subsidiary Companies                                                   
   (Consolidated) Pro forma              48.1%      5.7%      46.2%    100.0%  

                                                                          
 Central and South West                                                   
   Corporation Per books                100.0%      0.0%       0.0%    100.0%
                                                                          
 Central and South West                                                   
   Corporation Pro forma                NO PRO FORMA ADJUSTMENTS
                                                                          
 Central Power and Light                                                  
   Company Per books                     46.6%      8.8%      44.6%    100.0%
                                                                          
 Central Power and Light                                                  
   Company Pro forma                     46.6%      8.8%      44.6%    100.0%
                                                                          
 Southwestern Electric                                                    
   Power Company Per books               50.1%      4.0%      45.9%    100.0%
                                                                          
 Southwestern Electric                                                    
   Power Company Pro forma               50.1%      4.0%      45.9%    100.0%
                                                                          
    (*) Includes Transok's Medium-Term Notes Payable
                                                                             
                                                                        


  <PAGE> 26
                       CENTRAL AND SOUTH WEST CORPORATION
                            AND SUBSIDIARY COMPANIES
                                                                              

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                               

                                                                               

                                                                               

                                                                               

     The notes to consolidated financial statements included in Central and 
South West Corporation's 1993 Annual Report are hereby incorporated by 
reference and made a part of this report.                                      




                                                                Page   
                                                              Reference

 1993 Annual Report                                            42 - 61







© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission