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File No. 70-8597
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 TO
FORM U-1 APPLICATION-DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
_________________________
CENTRAL POWER AND LIGHT COMPANY
539 North Carancahua Street
Corpus Christi, Texas 78401
(Name of company filing this statement and address
of principal executive office)
_________________________
CENTRAL AND SOUTH WEST CORPORATION
(Name of top registered holding company parent)
_________________________
Shirley S. Briones, Treasurer
Central Power and Light Company
Williams Tower II
2 West Second Street
Tulsa, OK 74103-3102
Stephen J. McDonnell, Treasurer
Central and South West Corporation
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75266-0164
Joris M. Hogan, Esq.
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
(Names and addresses of agents for service)
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Central Power and Light Company (the "Company"), a Texas corporation,
is a wholly-owned electric 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 files this Amendment No. 2 to the Form U-1 Application-Declaration in
File No. 70-8597 for the purpose of amending Item 6 in the following respects.
In all other respects, the Application-Declaration as previously filed and
amended will remain the same.
Item 6.Exhibits and Financial Statements.
Item 6 is hereby amended to file the following exhibit:
Exhibit 6 -Preliminary opinion of Milbank, Tweed, Hadley & McCloy,
counsel for the Company.
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S I G N A T U R E
- - - - - - - - -
Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, as amended, the undersigned Company has duly caused this document
to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: April 12, 1995
CENTRAL POWER AND LIGHT COMPANY
By: /s/ SHIRLEY S. BRIONES
Shirley S. Briones
Treasurer
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INDEX OF EXHIBITS
EXHIBIT TRANSMISSION
NUMBER EXHIBITS METHOD
- ------- -------- ------------
6 Preliminary opinion of Milbank, Tweed, Electronic
Hadley & McCloy, counsel for the Company.
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EXHIBIT 6
---------
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
April 12, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Central Power and Light Company
Form U-1 Application-Declaration
Dear Sirs:
We refer to the Form U-1 Application-Declaration (File No. 70-8597)
under the Public Utility Holding Company Act of 1935, as amended (the
"Application-Declaration"), filed by Central Power and Light Company (the
"Company"), a Texas corporation and a wholly-owned electric 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 "1935 Act"). The Application-Declaration relates to the
proposed issue and sale by Matagorda County Navigation District Number One
(the "District") in one or more series of its Pollution Control Revenue Bonds
and Pollution Control Revenue Refunding Bonds (Central Power and Light Company
Project) (the "New Bonds") in an aggregate principal amount not to exceed
$475,000,000 and the possible issue, as security for the New Bonds, of one or
more series of First Mortgage Bonds of the Company (the "First Mortgage
Bonds") in the same aggregate principal amount as the related issue of the New
Bonds. As more fully described in the Application-Declaration, proceeds of
the issuance of the New Bonds will be used to reacquire all or a portion of
the District's (i) $68,870,000 of outstanding 10-1/8% Pollution Control
Revenue Bonds (Central Power and Light Company Project) Series 1984 (the
"Series 1984 Bonds"), (ii) $111,700,000 of outstanding 7-1/2% Collateralized
Pollution Control Revenue Bonds (Central Power and Light Company Project)
Series 1984A (the "Series 1984A Bonds"), (iii) $31,765,000 of outstanding 9-
3/4% Collateralized Pollution Control Revenue Bonds (Central Power and Light
Company Project) Series 1985A (the "Series 1985A Bonds"), (iv) $60,000,000 of
outstanding 7-7/8% Pollution Control Revenue Bonds (Central Power and Light
Company Project) Series 1986 (the "Series 1986 Bonds") and (v) $50,000,000 of
outstanding 7-1/2% Collateralized Pollution Control Revenue Bonds (Central
Power and Light Company Project) Series 1990 (the "Series 1990 Bonds" and,
together with the Series 1984, Series 1984A, Series 1985A and Series 1986
Bonds, the "Old Bonds"). The Company may reacquire the Old Bonds either in
the open market, through direct negotiation with institutional holders of the
Old Bonds, or pursuant to a tender offer (the "Reacquisition"). The proceeds
of the New Bonds may also be used to reimburse the Company's treasury for any
expenditures made that qualify for tax exempt financing or to provide for
current solid waste expenditures.
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The Application-Declaration also relates to the proposed entering
into by the Company of one or more hedging products, including interest rate
swaps, forward swaps, caps, collars and floors, and forward transactions (the
"Instruments") to manage interest rate risk or effectively lower the Company's
interest cost on one or more series of Old Bonds and/or New Bonds, all as more
fully described in the Application-Declaration.
In connection with the Application-Declaration, we have acted as
special counsel for the Company and, as such counsel, we are familiar with the
corporate proceedings taken and to be taken by the Company in connection with
the proposed issue and sale of the New Bonds, the possible issue of the First
Mortgage Bonds, the proposed entering into of the Instruments, and any
Reacquisition of the Old Bonds as described in the Application-Declaration.
We have examined originals, or copies certified to our satisfaction,
of such corporate records of the Company, certificates of public officials,
certificates of officers and representatives of the Company and other
documents as we have deemed it 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 the Company and other appropriate
persons and statements contained in the Application-Declaration.
Based upon the foregoing, and having regard to legal considerations
which we deem relevant, we are of the opinion that, in the event that the
proposed transactions are consummated in accordance with the Application-
Declaration, as it may be amended, and subject to the assumptions and
conditions set forth below:
1. The Company is validly organized and duly existing under the laws
of the State of Texas.
2. All state laws applicable to the issue of the First Mortgage
Bonds, any Reacquisition, and, to the extent they are deemed to be
securities within the meaning of the 1935 Act, the entering into of
the Instruments, as described in the Application-Declaration will
have been complied with.
3. Any First Mortgage Bonds issued by the Company will be valid and
binding obligations of the Company in accordance with their terms,
subject in respect of the enforceability of the indenture pursuant to
which the First Mortgage Bonds are to be issued, to (a) bankruptcy,
insolvency, reorganization, moratorium or other similar laws of
general applicability affecting the enforcement of creditors' rights,
and (b) the application of general principles of equity (regardless
of whether considered in a proceeding in equity or at law), including
without limitation (i) the possible unavailability of specific
performance, injunctive relief or any other equitable remedies and
(ii) concepts of materiality, reasonableness, good faith and fair
dealing.
4. The Company will legally acquire all of the Old Bonds acquired
pursuant to any Reacquisition.
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5. Any Instruments, to the extent they are deemed to be securities
within the meaning of the 1935 Act, will be valid and binding
obligations of the Company in accordance with their terms, subject to
the qualifications stated in paragraph 3 above.
6. The consummation of the proposed transactions as described in the
Application-Declaration will not violate the legal rights of the
holders of any securities issued by the Company or any associate
company of the Company.
The opinions expressed above in respect of the transactions described in the
Application-Declaration are subject to the following assumptions or
conditions:
a. The transactions shall have been duly authorized and
approved to the extent required by state law by the Board of
Directors of the Company.
b. The Securities and Exchange Commission (the "Commission")
shall have duly entered an appropriate order or orders granting and
permitting the Application-Declaration to become effective with
respect to the transactions described therein.
c. Any First Mortgage Bonds issued by the Company shall have
been duly issued and sold in accordance with the authorization of the
Board of Directors of the Company and such order or orders of the
Commission.
d. Any Reacquisition shall have been made in accordance with
the authorization of the Board of Directors of the Company, any
applicable provisions of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder, and such order or
orders of the Commission.
e. Any First Mortgage Bonds shall have been duly issued and
sold in accordance with required approvals, authorizations, consents,
certificates and orders of any state commission or regulatory
authority with respect thereto.
f. Any Instruments, to the extent they are deemed to be
securities within the meaning of the 1935 Act, shall have been duly
authorized, executed and delivered by the party thereto other than
the Company and such party is duly organized and validly existing
under the laws of its jurisdiction of organization and has full power
and authority to make and perform any of the Instruments.
g. The consummation of the transactions shall be conducted
under our supervision and all legal matters incident thereto shall be
satisfactory to us, including the receipt in satisfactory form of
opinions of other counsel qualified to practice in jurisdictions
pertaining to the transactions in which we are not admitted to
practice.
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Prior to the consummation of the issuance of First Mortgage Bonds, as
contemplated by the Application-Declaration, the Company's Registration
Statement filed with the Commission registering such securities pursuant to
the Securities Act of 1933, as amended, must have been declared and remain
effective. Any First Mortgage Bonds must also be qualified or registered
under Blue Sky or securities laws or regulations of any state or other
jurisdiction in which they are offered for sale or sold to the extent required
by such laws or regulations. Any Reacquisition must also be made in
accordance with the securities laws and regulations of any state or other
jurisdiction in which such Reacquisition is made to the extent required by
such laws or regulations.
We express no opinion as to (i) the subject matter jurisdiction of a
Federal court to consider any dispute arising out of any Instrument or (ii)
any provision of any Instrument to the extent such provision waives any
objection by any party to the laying of venue of any action or proceeding
brought in any court and any claim that any such action or proceeding has been
brought in any inconvenient forum.
We express no opinion as to the enforceability of any provision of
any Instrument relating to judgment currencies. We wish to point out that (i)
a New York statute provides that a judgment rendered by a court of the State
of New York in respect of an obligations denominated in a currency other than
U.S. Dollars (an "Optional Currency") would be rendered in such Optional
Currency, and would be converted into U.S. Dollars at the rate of exchange
prevailing on the date of entry of the judgment; and (ii) a judgment rendered
by a Federal court in New York in respect of an obligation denominated in an
Optional Currency may be expressed in U.S. Dollars, provided that we express
no opinion as to the rate of exchange such court would apply.
We hereby consent to the use of this opinion as an exhibit to the
Application-Declaration.
Very truly yours,
/s/ MILBANK, TWEED, HADLEY & MCCLOY
Milbank, Tweed, Hadley & McCloy
RBW/GJF
