<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________________
:
In the Matter :
:
CENTRAL AND SOUTH WEST CORPORATION, ET AL. : CERTIFICATE
:
File No. 70-8199 : OF
:
(Public Utility Holding Company Act of 1935) : NOTIFICATION
:
_______________________________________________:
Central and South West Corporation, a Delaware
corporation and a registered holding company under the Public
Utility Holding Company Act of 1935, as amended ("CSW"), and
Central Power and Light Company, a Texas corporation and a
wholly-owned subsidiary of CSW ("CP&L"), hereby certify the
matters set forth below. Capitalized terms used herein without
definition have the meanings ascribed to them in the Application.
1. On May 3, 1993, CSW and CP&L filed a Form U-1
Application-Declaration (the "Application") with the Securities
and Exchange Commission (the "Commission") in this file.
Amendments thereto were filed on July 14, August 23, September
16, September 29, and December 20, 1993 and January 27, 1994. As
amended and restated, the Application sought, among other things,
authorization for (i) CSW to establish and acquire the capital
stock of a new, wholly-owned limited-purpose communications
subsidiary company ("CSW Communications"); (ii) CSW to provide
capital contributions and loans to CSW Communications and to
guarantee its obligations in an aggregate amount not to exceed
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$25 million; (iii) CSW Communications to acquire certain assets
constituting the Initial Segment from CP&L; (iv) CSW
Communications to lease fiber optic capacity or otherwise provide
communications services to CP&L and other companies in the CSW
system; and (v) CSW Communications to lease certain excess fiber
optic capacity, representing a portion of the Initial Segment and
associated electronic and optical equipment, to CapRock Fiber
Network Ltd., an unaffiliated third party.
2. On June 3, 1994, the Commission issued an order
granting the Application and permitting the Application to become
effective forthwith.
3. On June 17, 1994, the Certificate of Incorporation of
CSW Communications, in the form previously filed in Exhibit A-1
to the Application, was filed with the Secretary of State of the
State of Delaware, thereby establishing CSW Communications as a
corporation.
4. As of July 21, 1994, the By-Laws of CSW
Communications were adopted in the form previously filed in
Exhibit A-1 to the Application.
5. On July 21, 1994 1,000 shares of common stock, par
value $.01 per share, of CSW Communications, representing all of
the authorized shares of capital stock of CSW Communications,
were issued by CSW Communications to, and were acquired by, CSW
at a subscription price of $1.00 per share.
6. Effective July 22, 1994, pursuant to an Assignment,
Bill of Sale and Conveyance from CP&L to CSW Communications
executed on July 20, 1994 (Exhibit 1 hereto), CP&L transferred
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the Initial Segment to CSW Communications and received payment of
$7,783,232.83 from CSW Communications, which payment was funded
by loans and capital contributions to CSW Communications by CSW.
7. As of June 3, 1994, the Fiber System Lease and Option
Agreement between CSW Communications and CapRock Fiber Network,
Ltd., a Texas limited partnership, was executed in the form
previously filed as Exhibit B-2 to the Application. Pursuant to
the Fiber System Lease and Option Agreement, CSW Communications
has leased 20 fibers in the Initial Segment to CapRock Fiber
Network, Ltd. The remaining 22 fibers in the Initial Segment
have been held by CSW Communications for the use of CP&L.
8. The transactions proposed in the Application and
approved in the Commission's Order dated June 3, 1994 granting
the Application and permitting the Application to become
effective (the "Order") have been carried out in accordance with
the terms and conditions of, and for the purposes recited in, the
Application, and in accordance with the terms and conditions of
the Order.
9. The following exhibits (in the final form thereof in
which executed, filed or used) are filed herewith. Except for
dates and signatures, the Certificate of Incorporation and By-
Laws of CSW Communications (Exhibit A-1 to the Application) and
the Fiber System Lease and Option Agreement (Exhibit B-1 to the
Application) were executed and adopted in the form previously
filed as exhibits to the Application and are therefore not
refiled with this Certificate of Notification.
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Exhibit 1 - Assignment, Bill of Sale and Conveyance dated
as of July 22, 1994, from CP&L to CSW
Communications.
Exhibit F-2 - Final or "past tense" opinion of Milbank,
Tweed, Hadley & McCloy, counsel to CSW and
CP&L.
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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: February 17, 1995
CENTRAL AND SOUTH WEST CORPORATION
By: /s/ STEPHEN J. MCDONNELL
Stephen J. McDonnell
Treasurer
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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: February 17, 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 EXHIBIT METHOD
- ------- ------- ------------
1 Assignment, Bill of Sale and Electronic
Conveyance dated as of July 22,
1994, between CP&L and CSW
Communications.
F-2 Final or "past tense" opinion of Electronic
Milbank, Tweed, Hadley & McCloy,
counsel to CSW and CPL.
<PAGE> 1
EXHIBIT 1
---------
CENTRAL POWER AND LIGHT COMPANY
TO
CSW COMMUNICATIONS, INC.
ASSIGNMENT, BILL OF SALE AND CONVEYANCE
THE STATE OF TEXAS [SECTION SYMBOL]
[SECTION SYMBOL] KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF NUECES [SECTION SYMBOL]
THAT CENTRAL POWER AND LIGHT COMPANY, a Texas corporation, with its
principal offices in Corpus Christi, Nueces County, Texas, hereinafter
referred to as "Grantor", for and in consideration of the Sales Proceeds
(defined hereafter) and other goods and valuable consideration to Grantor
in hand paid by Grantee, the receipt and sufficiency of which is hereby
acknowledged, and upon the further consideration specified hereinafter,
does hereby GRANT, BARGAIN, TRANSFER, SELL, CONVEY, ASSIGN AND DELIVER
unto CSW COMMUNICATIONS, INC., a Delaware corporation, having its
principal offices in Dallas, Dallas County, Texas, hereinafter referred to
as "Grantee", all of the following described or referred to property,
rights, privileges and interests whether real, personal or mixed, located
in Nueces, Kleberg, Kenedy, Willacy, Cameron and Hidalgo Counties, Texas:
A fiber optic communications network extending approximately
185 miles from the City of Corpus Christi, Nueces County, Texas
through the City of Harlingen, Cameron County, Texas, to the
City of McAllen, Hidalgo County, Texas. The fiber optic
communications network consists of one cable containing forty-
two (42) fibers and all regenerating stations at Bishop,
Mifflin and Raymondville, points of presence in the cities of
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Corpus Christi (the Wilson Building), Harlingen (the Martz
Building) and McAllen (the Texas Commerce Bank Building), and
related optical and electronic equipment, contract rights,
leases, permits, licenses and other property rights necessary
to the operation and use of the fiber optics communications
network as constructed and installed (the Fiber System). The
Fiber system is described and documented in greater detail in
the "as built" construction sheets prepared by TRC Engineering
Services which are incorporated herein by this reference.
TO HAVE AND TO HOLD all of the above-described and referred to
properties together with all and singular the rights and appurtenances
thereto unto said Grantee, its successors and assigns, forever; and
Grantor does hereby bind itself, its successors and assigns, to Warrant
and Forever Defend the title to the aforesaid property unto Grantee, its
successors and assigns, against all who may lawfully claim the same, or
any part hereof by, through and under Grantor, but not otherwise.
Grantor and Grantee covenant, warrant, represent and agree as
follows:
(1) It is understood that the sale of the Fiber System is subject
to ratification and approval of Grantor's Board of Director's.
Grantor shall present this sale to its Board of Directors for
ratification and approval within one hundred and twenty (120)
days from the Effective Date (defined hereinafter) hereof. In
the event such ratification and approval is not obtained within
one hundred twenty (120) days from the Effective Date hereof,
then, at the election of either Grantor or Grantee, Grantee
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shall reconvey the Fiber System to Grantor "AS IS" and by
special warranty of title and Grantor shall repay to Grantee
the Sales Proceeds (defined hereinafter) received hereunder
from Grantee and Grantor and Grantee shall thereupon revert
back to and operate in the same manner as the parties were
operating immediately prior to the execution of this
instrument.
(2) It is understood that the Fiber System may be encumbered by
liens and security interests granted by Grantor or others.
Grantor shall cause a release of liens and security interests,
if any, to be obtained and filed of record and shall provide
Grantee with an executed copy of the releases of any liens and
security interests encumbering the Fiber System transferred
herein on or before one hundred and twenty (120) days from the
Effective Date hereof. In the event such releases are not
obtained on or before one hundred and twenty (120) days from
the Effective Date hereof, then, at the election of either
Grantor or Grantee, Grantee shall reconvey the Fiber system to
Grantor "AS IS" and by special warranty of title and Grantor
shall repay to Grantee the Sales Proceeds received hereunder
from Grantee and Grantor and Grantee shall thereupon revert
back to and operate in the same manner as the parties were
operating immediately prior to the execution of this
instrument.
(3) On the Effective Date hereof, Grantee shall pay Grantor the
agreed cash sales proceeds in the amount of SEVEN MILLION SEVEN
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HUNDRED EIGHTY THREE THOUSAND TWO HUNDRED AND THIRTY-TWO AND
83/100 DOLLARS ($7,783,232.83) (the "Sales Proceeds") relating
to all of the said properties, rights, privileges and interests
being conveyed pursuant to the terms and conditions of this
instrument. In the event the Fiber System is reconveyed to
Grantor pursuant to the terms and conditions of this
instrument, then Grantor immediately shall repay to Grantee the
full amount of the Sales Proceeds which Grantor received from
Grantee hereunder.
(4) Grantor shall pay or expressly assumes liability for all ad
valorem taxes, penalty and interest for 1993 and prior years on
the Fiber System. Taxes for 1994 shall be prorated between
Grantor and Grantee as of the Effective Date hereof.
(5) There are no pending lawsuits and Grantor has received no
notice of any threatened lawsuits against Grantor or other
persons concerning the Fiber System or its operations.
(6) Grantor has received no notice that there exists or no notice
that there will exist a default or notice of termination on any
of the rights-of-way, easements, franchises and permits
associated with the route of the Fiber System.
(7) If this Assignment, Bill of Sale and Conveyance requires
filings or registrations to be made with, or permits, licenses,
approvals, consents, franchises or authorizations (the
Approvals) to be obtained from, any regulatory authority or
authorities with jurisdiction over any aspect of the transfer,
use or ownership of the Fiber System, Grantor and Grantee shall
<PAGE> 5
use reasonable efforts to make such filings or registrations
and to obtain such permits, licenses, approvals, consents,
franchises or authorizations. In the event all such filings or
registrations are not made and all such permits, licenses,
approvals, consents, franchises or authorizations are not
obtained within one hundred and twenty (120) days from the
Effective Date hereof, then, at the election of either Grantor
or Grantee, Grantee shall reconvey the Fiber System to Grantor
"AS IS" and by special warranty of title and Grantor shall
repay to Grantee the Sales Proceeds received from Grantee and
Grantor and Grantee shall thereupon revert back to and operate
in the same manner as the parties were operating immediately
prior to the execution of this instrument.
(8) If any of the rights-of-way, easements, franchises or permits
associated with the route of the Fiber System require that the
issuer consent or approve the transfer of rights or the
granting of a license therein, Grantor and Grantee shall use
reasonable efforts to obtain such consents and approvals. In
the event all such consents and approvals are not obtained
within one hundred and twenty (120) days from the Effective
Date hereof, then, at the election of either Grantor or
Grantee, Grantee shall reconvey the Fiber System to Grantor "AS
IS" and by special warranty of title and Grantor shall repay to
Grantee the Sales Proceeds received from Grantee and Grantor
and Grantee shall thereupon revert back to and operate in the
same manner as the parties were operating immediately prior to
the execution of this instrument.
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Subject to the matters herein set forth, Grantee accepts the
conveyed Fiber System from Grantor in its present condition and at its
present location, "AS IS" and "WITH ALL FAULTS". It is acknowledged that
GRANTOR HAS MADE NO REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, AS TO THE
MERCHANTABILITY OF THE FIBER SYSTEM SOLD HEREUNDER OR TO ITS FITNESS FOR A
PARTICULAR PURPOSE, AND ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO THE
MERCHANTABILITY OF THE FIBER SYSTEM SOLD HEREUNDER, OR AS TO THE FITNESS
OF THE FIBER SYSTEM FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED AND
DISCLAIMED, AND ALL SUCH PROPERTY IS CONVEYED AS IS AND WITH ALL FAULTS OR
DEFECTS AS OF THE EFFECTIVE DATE HEREOF.
This Assignment, Bill of Sale and Conveyance is made with full
substitution and subrogation of Grantee in and to all agreements,
obligations, representations, commitments, covenants and warranties given
or made with respect to the Fiber System by Spalj Construction Company,
Inc., Caprock Fiber Network, Ltd., or other vendors, merchants,
materialmen or suppliers of service, material or equipment used in the
construction of, or incorporated into, the Fiber System.
Grantee specifically accepts delivery of the Fiber System and
accepts assignment and conveyance thereof, subject to the terms and
conditions hereof. Grantee agrees fully to perform each and all of the
obligations arising on and after the Effective Date hereof in connection
with Grantee's ownership, use, operation or maintenance of the Fiber
System. Grantee agrees to assume all liability against any claims of any
nature whatsoever, for damages or otherwise, arising or accruing after the
Effective Date hereof in connection with Grantee's ownership, use,
operation or maintenance of the Fiber System.
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Grantor shall promptly hereafter deliver to Grantee all
contracts, specifications, maps, plans and other records pertaining to the
Fiber System sold and conveyed hereby.
Grantor shall provide such records and information and take
such other actions as may reasonably be necessary or desirable in order to
transfer, convey, sell and assign the Fiber System to Grantee or to
otherwise effectuate the intent of the parties pursuant to this
Assignment, Bill of Sale and Conveyance.
IN WITNESS WHEREOF, Grantor and Grantee have caused this
instrument to be executed effective the 22nd day of July, 1994 (the
"Effective Date") in duplicate originals each of which shall constitute
but one and the same assignment, bill of sale and conveyance.
GRANTOR: GRANTEE:
CENTRAL POWER AND LIGHT CSW COMMUNICATIONS, INC.
COMPANY
By: /s/ MELANIE J. RICHARDSON By: /s/ LAWRENCE E. DE SIMONE
Name: Melanie J. Richardson Name: Lawrence E. De Simone
Title: Vice President Title: President
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THE STATE OF TEXAS [SECTION SYMBOL]
[SECTION SYMBOL]
COUNTY OF NUECES [SECTION SYMBOL]
This instrument was acknowledged before me this the 20th day of
July, 1994, by Melanie J. Richardson, Vice President of Central Power and
Light Company, on behalf of said corporation.
/s/ NORMA GAYLE SHELTON
Notary Public, State of Texas
[SEAL]
______________________________________
Norma Gayle Shelton
Typed or Printed Name
My Commission Expires: 4/12/97
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THE STATE OF TEXAS [SECTION SYMBOL]
[SECTION SYMBOL]
COUNTY OF DALLAS [SECTION SYMBOL]
This instrument was acknowledged before me this the 21st day of
July, 1994, by Larry De Simone (Lawrence), President of CSW
Communications, Inc., on behalf of said corporation.
/s/ LORI ENRIGHT MURPHY
Notary Public, State of Texas
[SEAL]
/s/ LORI ENRIGHT MURPHY
Typed or Printed Name
My Commission Expires: 2/1/96
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EXHIBIT F-2
-----------
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
February 17, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Central and South West Corporation, et al.
Form U-1 Application-Declaration
(File No. 70-8199)
Dear Sirs:
We refer to the Form U-1 Application-Declaration (File
No. 70-8199), as amended (the "Application"), under the Public
Utility Holding Company Act of 1935, as amended (the "Act"), the
Certificate of Notification to be filed with the Securities and
Exchange Commission (the "Commission") by Central and South West
Corporation ("CSW"), a Delaware corporation and a registered
holding company under the Act, and Central Power and Light
Company ("CPL"), a Texas corporation and a wholly-owned electric
utility subsidiary of CSW, and the Order (the "Order") of the
Commission dated June 3, 1994 granting the Application and
permitting the Application to become effective. The Application,
Certificate of Notification and Order relate to the request by
CSW and CPL for authorization, among other things, (a) for CSW to
establish and acquire the capital stock of a new, wholly-owned
communications subsidiary company ("CSW Communications"); (b) for
CSW Communications to acquire certain assets, which are referred
to in the Application and hereinafter as the Initial Segment,
from CPL; (c) for CSW Communications to lease fiber optic
capacity or otherwise provide communications services to CPL and
other companies in the CSW system; and (d) for CSW Communications
to lease a portion of the Initial Segment and associated
electronic and optical equipment to CapRock Fiber Network, Ltd.,
an unaffiliated third party, all as more fully set forth in the
Application and the Form of Fiber System Lease and Option
Agreement filed as Exhibit B-1 thereto (the "Transactions"). We
have acted as special counsel for CSW and CPL in connection with
the Application and, as such counsel, we are familiar with the
corporate proceedings taken by CSW and CPL in connection with the
Transactions as described in the Application. Terms used herein
and not defined herein shall have the respective meanings
assigned thereto in the Application and the exhibits thereto.
<PAGE> 2
We have examined originals, or copies certified to our
satisfaction, of such corporate records of CSW and CPL,
certificates of public officials, certificates (including the
Certificate of Notification referred to above) of officers and
representatives of CSW and CPL, and other documents as we have
deemed it necessary to examine as a basis for the opinions
hereinafter expressed. However, we have undertaken no review
concerning the condition of title to the Initial Segment acquired
by CSW Communications nor have we reviewed the contract rights,
leases, permits, licenses and other property rights transferred
to CSW Communications to determine the status of consents and
approvals required thereby, and we express no opinion thereon.
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 of
officers of CSW and CPL and other appropriate persons and
statements contained in the Application and the exhibits thereto.
As to certain questions arising under the laws of the State of
Texas, we have relied on opinions of counsel admitted to practice
in such state and have assumed that certain provisions of Texas
state law relating to the jurisdiction of the Public Utility
Commission of Texas ("PUCT") that heretofore have not been
definitively construed by the PUCT or the courts of the State of
Texas would be interpreted by the PUCT and such courts in
accordance with such counsel's opinion as to the best
interpretation thereof. As to certain questions arising under
the Communications Act of 1934, as amended, we have relied on
opinions of federal communications counsel to CSW Communications.
Based upon the foregoing, and subject to the assumptions
and conditions set forth above, and having regard to legal
considerations which we deem relevant, we are of the opinion
that, through and as of the date hereof:
1. The Transactions have been consummated in accordance
with the terms and conditions of the Application and the
Order.
2. All state laws applicable to the Transactions have
been complied with.
3. CSW and CSW Communications are validly organized and
duly existing under the laws of the State of Delaware, and
CPL is validly organized and duly existing under the laws
of the State of Texas.
4. The shares of common stock, par value one cent ($.01)
per share, of CSW Communications ("CSW Communications
Common Shares") issued to CSW in connection with the
Transactions have been validly issued and are fully paid
<PAGE> 3
and nonassessable, and CSW, as the holder thereof, is
entitled to the rights and privileges appertaining thereto
set forth in the Certificate of Incorporation of CSW
Communications.
5. CSW has legally acquired the CSW Communications Common
Shares issued to CSW in connection with the Transactions.
6. The consummation of the Transactions has not violated
the legal rights of the holders of any securities issued
by CSW or CPL or any associate company of CSW or CPL.
We hereby consent to the use of this opinion as an exhibit
to the Application. The opinions set forth herein are issued and
expressed as of the date hereof. We do not assume or undertake
any responsibility to advise you of changes in either fact or law
which may come to our attention after the date hereof.
Very truly yours,
/s/ MILBANK, TWEED, HADLEY & MCCLOY
Milbank, Tweed, Hadley & McCloy
JMH/GWG/RJH
