CENTRAL POWER & LIGHT CO /TX/
U-1, 1994-06-09
ELECTRIC SERVICES
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  <PAGE> 1
                                                            File No. 70-  


                    SECURITIES AND EXCHANGE COMMISSION
 
                          Washington, D.C.  20549
  

                     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
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 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"), Bossier City, Louisiana, a city
              adjacent to Shreveport ("Bossier City"), and Longview, Texas
              ("Longview"), all of which are in the service territory of
              SWEPCO; 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 Shreveport, Bossier
              City and Longview.

         The Energy Act requires that certain operators of vehicle fleets
convert increasing percentages of 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.  Under the Energy Act, Federal 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 
_________________
*   Public Law No. 102-486, 106 Stat. 2776 (1992).


  <PAGE> 3
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 such fleets must be capable of operating on alternative fuels by
September 1, 1994, 50% of 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 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")***
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:  new vehicles purchased for such fleets in or after 1993
must be 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 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 reviewed the alternative fuels permitted
under the legislation, have determined that compressed natural gas is 
_________________
**  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> 4
currently the most favorable of these alternative fuels and 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 Shreveport, Bossier City and Longview (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 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.  Corpus Christi would be responsible for all other expenses
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.  CPL 

  <PAGE> 5
plans to convert to alternative fuel uses in its Corpus Christi fleet 24
vehicles in 1994-1995, 42 vehicles in 1995-1996, 59  vehicles in 1996-1997 
and 76 vehicles in 1997-1998, for a total of 201 vehicles.  The Corpus Christi
facility would have the capacity to service 110 vehicles per day, the minimum
number required to support, in an efficient manner, the construction of a
"fast-fill" facility.  CPL estimates that its cost of purchasing and
installing the compression equipment at the Corpus Christi facility would 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 file a tariff with Corpus Christi covering the
compression charges.
         The initial alternative fuel requirements of SWEPCO and of 
Shreveport, Bossier City and Longview 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
five compressed natural gas fueling facilities to be constructed by
independent contractors engaged by Shreveport, Bossier City and Longview,
three to be constructed by Shreveport, one to be constructed by Bossier City
and one to be constructed by Longview, in the case of each city 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 Shreveport, Bossier City and Longview, would provide natural gas to both
the SWEPCO facilities and the Shreveport, Bossier City and Longview facilities
at charges per thousand cubic feet of gas to be agreed upon.  SWEPCO would 

  <PAGE> 6
purchase and install electric-powered compression equipment at the Shreveport,
Bossier City and Longview facilities 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, gates, fences, canopies (if any) and all other components of the
Shreveport, Bossier City and Longview facilities would be furnished and owned
by the cities.  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.  Shreveport, Bossier City and Longview would
be responsible for all other expenses 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.  SWEPCO plans to convert to alternative
fuel uses in each of its Shreveport and Longview fleets 110 vehicles in 1994-
1995, 55 vehicles in 1995-1996, 55 vehicles in 1996-1997 and 55 vehicles in
1997-1998, for a total of 275 vehicles in each fleet.  SWEPCO's Shreveport
fleet also covers services provided to Bossier City.  The Shreveport, Bossier
City and Longview facilities would each have the capacity to service 110
vehicles per day, the minimum number required to support, in an efficient
manner, the construction of a fast-fill facility.
         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 Shreveport, Bossier City and Longview vehicles would also be 

  <PAGE> 7
fueled at these facilities as a matter of convenience, much the same as SWEPCO
plans to use the Shreveport, Bossier City and Longview facilities for fueling
convenience.  Shreveport, Bossier City and Longview would be charged for fuel
provided at the SWEPCO facilities at the same per equivalent gallon rate
charged by Shreveport, Bossier City and Longview for fuel provided to SWEPCO
vehicles.  SWEPCO would ensure that the aggregate number of equivalent gallons
of compressed natural gas provided by the SWEPCO facilities to Shreveport,
Bossier City and Longview vehicles annually would not exceed the aggregate
number of equivalent gallons of compressed natural gas provided by the SWEPCO
facilities in Shreveport and Longview to SWEPCO vehicles annually.  SWEPCO
estimates that its aggregate cost of purchasing and installing compression
equipment at the five city-owned facilities would not exceed $1,250,000.  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 $285,000 and that its annual expenses for maintenance and
electric service would aggregate $168,750.  The estimated annual gross profit
from the compression charges at these city-owned facilities of $116,250 would
be accounted for as profit from an unregulated activity.  The profits from
sales of compressed gas provided to city vehicles from facilities owned by
SWEPCO would be accounted for as a reduction in fleet expenses of SWEPCO. 
SWEPCO would file tariffs with the Public Service Commission of Louisiana and
with Longview covering the fueling charges at the facilities owned by SWEPCO
in Shreveport and Longview.  
         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 and Bossier City 

  <PAGE> 8
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, NY ..............................       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 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 

  <PAGE> 9
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, Shreveport,
Bossier City and Longview.  Those Sections also are or may be applicable to
the provision of compressed natural gas by SWEPCO's facilities to vehicles
operated by Shreveport, Bossier City and Longview.  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, Shreveport, Bossier City and Longview 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 constructed by Corpus Christi,
Shreveport, Bossier City and Longview can be viewed as being incidental to the
provision of electric service to the cities'  facilities 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 Shreveport, 

  <PAGE> 10
Bossier City and Longview.   With respect to the provision of compressed
natural gas by SWEPCO's facilities to vehicles operated by Shreveport, Bossier
City and Longview, 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.
         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.

  <PAGE> 11
Item 6.  Exhibits and Financial Statements.

         Exhibit 1 -  Preliminary Opinion of Milbank, Tweed, Hadley & McCloy,
                      counsel to CSW, CPL and SWEPCO.

         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).

         Exhibit 3 -  Proposed Notice of Proceeding.

         Exhibit 4 -  Financial Statements of CSW and its subsidiaries and of
                      CPL and SWEPCO as at March 31, 1993 (to be filed by
                      amendment).

         Exhibit 5 -  Service Territory of each of CPL and SWEPCO.


Item 7.  Information as to 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> 12
                               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:  June 9, 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   
- -------                             -------                       ------------

  1                 Preliminary Opinion of Milbank, Tweed,        Electronic
                    Hadley & McCloy, counsel to CSW, CPL 
                    and SWEPCO.

  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

  4                 Financial Statements of CSW and its               ---
                    subsidiaries and of CPL and SWEPCO as at 
                    March 31, 1993 (to be filed by amendment).

  5                 Service Territory of each of CPL and          Electronic
                    SWEPCO.



  <PAGE> 1

                                                                     EXHIBIT 1
                                                                     ---------


                        Milbank, Tweed, Hadley & McCloy
                            1 Chase Manhattan Plaza
                           New York, New York  10005


                                           June 9, 1994



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

     Re:  Central Power and Light Company, et al.
          Form U-1 Application-Declaration


Dear Sirs:

          We refer to the Form U-1 Application-Declaration (the "Application")
under the Public Utility Holding Company Act of 1935, as amended (the "Act"),
filed by Central Power and Light Company, a Texas corporation, and
Southwestern Electric Power Company, a Delaware corporation (collectively, the
"Operating Subsidiaries"), each a wholly-owned public utility subsidiary of
Central and South West Corporation, a Delaware corporation and a registered
holding company.  The Application relates to the Operating Subsidiaries'
request for authority under the Act to engage in certain activities related to
compressed natural gas as an alternative fuel for certain vehicle fleets
(collectively, the "Activities"), all as more fully described in the
Application.  We have acted as special counsel for each of the Operating
Subsidiaries in connection with the filing of the Application and, as such
counsel, we are familiar with the corporate proceedings taken and to be taken
by each of the Operating Subsidiaries in connection with the proposed
provision of the Activities as described in the Application.

          We have examined originals, or copies certified to our satisfaction,
of such corporate records of each of the Operating Subsidiaries, certificates
of public officials, certificates of officers and representatives of each of
the Operating Subsidiaries and other documents as we have deemed necessary to
require as a basis for the opinions hereinafter expressed.  In such
examination we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity
with the originals of all documents submitted to us as copies.  As to various
questions of fact material to such opinions we have, when relevant facts were
not independently established, relied upon certificates by officers of each of
the Operating Subsidiaries and other appropriate persons and statements
contained in the Application.

  <PAGE> 2
          Based upon the foregoing, and having regard to legal considerations
which we deem relevant, we are of the opinion that, in the event that each of
the Operating Subsidiaries provides the Activities in accordance with the
Application, as it may be amended, and subject to the assumptions and
conditions set forth below:

          1.  All state laws applicable to the provision of the Activities as
          described in the Application will have been complied with.

          2.  The provision of the Activities as described in the Application
          will not violate the legal rights of the holders of any securities
          issued by any of the Operating Subsidiaries or any associate company
          of any of the Operating Subsidiaries.

          The opinions expressed above in respect of the provision of the
Activities described in the Application are subject to the following
assumptions or conditions:

               a.  The provision of the Activities shall have been duly
          authorized and approved to the extent required by state law by the
          Board of Directors of each of the Operating Subsidiaries.

               b.  The Securities and Exchange Commission shall have duly
          entered an appropriate order or orders granting and permitting the
          Application to become effective with respect to the provision of the
          Activities.

               c.  The Activities shall be provided in accordance with
          required approvals, authorizations, consents, certificates and
          orders of any state commission or regulatory authority with respect
          to the provision of the Activities and all such required approvals,
          authorizations, consents, certificates and orders shall have been
          obtained and remain in effect.

               d.  No act or event other than as described herein shall have
          occurred subsequent to the date hereof which would change the
          opinions expressed above.

               e.  All legal matters incident to the provision of the
          Activities shall be satisfactory to us, including the receipt in
          satisfactory form of opinions of other counsel qualified to practice
          in jurisdictions pertaining to the Activities in which we are not
          admitted to practice.

          We hereby consent to the use of this opinion as an exhibit to the
Application.

                                           Very truly yours,


                                             MILBANK, TWEED, HADLEY & MCCLOY
                                           Milbank, Tweed, Hadley & McCloy

GWG/JMH



  <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-     )
         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 companies, 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) 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 companies include the cities of Corpus Christi,
Texas ("Corpus Christi") which is in the service territory of CPL, and
Shreveport, Louisiana ("Shreveport"), 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 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 six fueling facilities to be constructed and
owned by Corpus Christi, Shreveport, Bossier City and Longview 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,
compressed natural gas to vehicles owned by Shreveport, Bossier City and 

  <PAGE> 3
Longview.  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, Shreveport, Bossier City and Longview, 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 five facilities to be constructed by
Shreveport, Bossier City and Longview would not exceed $1,250,000, and the
initial annual revenues and expenses associated with the furnishing of
compression services would aggregate $285,000 and $168,750, 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 revenues
and expenses from sale of compressed gas provided to vehicles operated by
Shreveport, Bossier City and Longview would be accounted for an a reduction in
fleet expenses of SWEPCO.
         For the Commission, by the Division of Investment Management,
pursuant to delegated authority.



                                           Jonathan G. Katz
                                           Secretary



  <PAGE> 1

                                                                    EXHIBIT 5 
                                                                    --------- 



                         SERVICE TERRITORY OF EACH OF


                        CENTRAL POWER AND LIGHT COMPANY
                                      AND
                      SOUTHWESTERN ELECTRIC POWER COMPANY




                                             SERVICE AREA

Central Power and Light 
  Company                           Approximately 44,000 square miles
                                    that reach into 44 counties of
                                    south Texas.  The territory served
                                    by the Company has a population of
                                    approximately 1.9 million.



Southwestern Electric 
  Power Company                     Approximately 25,000 square miles
                                    in northeast Louisiana, northeast
                                    Texas and western Arkansas.  The
                                    territory served by the Company has
                                    a population of approximately
                                    849,000.




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