File No. 70-8677
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 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
539 North Carancahua Street
Corpus Christi, Texas 78401
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)
<PAGE>
Central Power and Light Company (the "Company"), a Texas corporation
and 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 amends its Form U-1 Application-Declaration in File No. 70-8677
for the purpose of amending Item 6 in the following respects. In all other
respects, the Application-Declaration will remain the same.
Item 6. Exhibits and Financial Statements.
Item 6 is hereby amended to file the following exhibits:
Exhibit 6 -Preliminary opinion of Milbank, Tweed, Hadley & McCloy,
counsel for the Company.
Exhibit 8 -Financial Statements per books and pro forma as of
June 30, 1995.
<PAGE>
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: September 1, 1995
CENTRAL POWER AND LIGHT COMPANY
By:/s/ SHIRLEY S. BRIONES
Shirley S. Briones
Treasurer
<PAGE>
INDEX OF EXHIBITS
EXHIBIT TRANSMISSION
NUMBER EXHIBITS METHOD
------- -------- ------------
6 Preliminary opinion of Milbank, Tweed, Electronic
Hadley & McCloy, counsel for the Company.
8 Financial Statements per books and pro Electronic
forma as of June 30, 1995.
<PAGE>
EXHIBIT 6
---------
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, NY 10005
September 1, 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. 70-8677)
(the "Application-Declaration"), under the Public Utility Holding Company Act
of 1935, as amended (the "1935 Act"), 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 1935 Act. The
Application-Declaration relates to the proposed issue and sale by Nueces
County Navigation District No. 1 ("Nueces") and/or Guadalupe - Blanco River
Authority (Texas) ("Guadalupe"), in one or more series, of Pollution Control
Revenue Bonds and/or Pollution Control Revenue Refunding Bonds (Central Power
and Light Company Project) (the "New Bonds") in an aggregate principal amount
not to exceed $95,000,000 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. In connection with the issuance of the New Bonds, the
Company expects to enter into new or amended installment sale agreements (the
"Amended Sale Agreements"). As more fully described in the Application-
Declaration, proceeds of the issuance of the New Bonds will be used to redeem
(i) Nueces' $7,425,000 of outstanding 7-1/8% Environmental Improvement Revenue
Bonds (Central Power and Light Company Facilities) Series 1974, Issue A (the
"Series 1974A Bonds"), (ii) Nueces' $1,000,000 of outstanding 7-1/8%
Environmental Improvement Revenue Bonds (Central Power and Light Company
Facilities) Series 1974, Issue B (the "Series 1974B Bonds"), (iii) Guadalupe's
$33,465,000 of outstanding 6% Pollution Control Revenue Bonds (Central Power
and Light Company Project) Series 1977 (the "Series 1977 Bonds") and (iv)
Guadalupe's $770,000 of outstanding 6% Pollution Control Revenue Bonds
(Central Power and Light Company Project) Series 1977A (the "Series 1977A
Bonds" and, together with the Series 1974A Bonds, Series 1974B Bonds and
Series 1977 Bonds, the "Old Bonds"). 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.
The Application-Declaration also relates to the proposed entering
into by the Company of caps, collars, floors, and related instruments (the
"Instruments") to manage interest rate risk or effectively lower the Company's
interest cost on one or more series of 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 the
redemption 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 execution of any Amended Sale
Agreement, the issue of any First Mortgage Bonds, 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. Any Amended Sale Agreement will be a valid and binding
obligation of the Company in accordance with its terms, subject to
the qualifications stated in paragraph 3 above.
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 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.
e. 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.
f. 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.
<PAGE>
Prior to the consummation of the issuance of First Mortgage Bonds, as
contemplated by the Application-Declaration, such First Mortgage Bonds must 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.
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
<PAGE>
EXHIBIT 8
---------
INDEX
TO
FINANCIAL STATEMENTS
Page
Number
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES
Consolidated Balance Sheets - Per Books and Pro Forma
as of June 30, 1995 2 - 3
Consolidated Statement of Income for the Twelve Months Ended
June 30, 1995 4
Consolidated Statement of Retained Earnings for the Twelve
Months Ended June 30, 1995 5
Statements of Long-Term Debt Outstanding as of June 30, 1995 6 - 9
Statements of Preferred Stock Outstanding as of June 30, 1995 10
CENTRAL AND SOUTH WEST CORPORATION (CORPORATE)
Balance Sheets - Per Books and Pro Forma as of June 30, 1995 11
Statement of Income for the Twelve Months Ended June 30, 1995 12
CENTRAL POWER AND LIGHT COMPANY
Balance Sheets - Per Books and Pro Forma as of June 30, 1995 13 - 14
Statement of Income for the Twelve Months Ended June 30, 1995 15
Statement of Retained Earnings for the Twelve Months Ended
June 30, 1995 16
PRO FORMA ADJUSTMENTS TO BALANCE SHEETS 17
STATEMENT OF CHANGES 18
CAPITALIZATION RATIOS - Per books and Pro forma 19
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 20
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF JUNE 30, 1995
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
ASSETS
PLANT
Electric utility
Production $5,833 $50 $5,883
Transmission 1,409 1,409
Distribution 2,607 2,607
General 776 776
Construction work in progress 442 442
Nuclear fuel 163 163
Gas 821 821
Other diversified 37 37
------ ------ ------
12,088 50 12,138
Less - Accumulated depreciation 4,053 4,053
------ ------ ------
8,035 50 8,085
------ ------ ------
CURRENT ASSETS
Cash and temporary cash investments 34 2 36
Accounts receivable 904 904
Materials and supplies, at average cost 164 164
Electric fuel inventory, substantially
at average cost 140 140
Gas inventory/products for resale 23 23
Accumulated deferred income taxes 20 20
Prepayments and other 44 44
------ ------
1,329 1,331
------ ------
DEFERRED CHARGES AND OTHER ASSETS
Deferred plant costs 515 515
Mirror CWIP asset - net 317 317
Other non-utility investments 335 335
Income tax related regulatory assets,
net 265 265
Other 318 318
------ ------
1,750 1,750
------ ------ ------
$11,114 $52 $11,166
====== ====== ======
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF JUNE 30, 1995
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
191,700,000 shares $671 $671
Paid-in capital 586 586
Retained earnings 1,801 1,801
------ ------
Total Common Stock Equity 3,058 3,058
Preferred stock
Not subject to mandatory redemption 292 292
Subject to mandatory redemption 35 35
Long-term debt 2,954 52 3,006
------ ------ ------
Total Capitalization 6,339 52 6,391
------ ------ ------
CURRENT LIABILITIES
Long-term debt/preferred stock
due within twelve months 31 31
Short-term debt 846 846
Short-term debt - CSW Credit 748 748
Accounts payable 258 258
Accrued taxes 97 97
Accrued interest 47 47
Refund due customers 52 52
Over-recovered fuel costs 61 61
Other 129 129
------ ------
2,269 2,269
------ ------
DEFERRED CREDITS
Income taxes 2,072 2,072
Investment tax credits 313 313
Mirror CWIP liability and other 121 121
------ ------
2,506 2,506
------ ------ ------
$11,114 $52 $11,166
====== ====== ======
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED JUNE 30, 1995
UNAUDITED
(Millions)
OPERATING REVENUES $3,443
------
OPERATING EXPENSES AND TAXES
Fuel and purchased power 1,073
Gas purchased for resale 254
Gas extraction and marketing 106
Other operating 594
Maintenance 168
Depreciation and amortization 366
Taxes, other than federal income 182
Federal income taxes 95
------
2,838
------
OPERATING INCOME 605
------
OTHER INCOME AND DEDUCTIONS
Mirror CWIP liability amortization 55
Other 67
------
122
INCOME BEFORE INTEREST CHARGES 727
------
INTEREST CHARGES
Interest on long-term debt 223
Interest on short-term debt and other 96
------
319
------
NET INCOME 408
Preferred stock dividends 18
------
NET INCOME FOR COMMON STOCK $390
======
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
FOR THE TWELVE MONTHS ENDED JUNE 30, 1995
UNAUDITED
(Millions)
RETAINED EARNINGS AT June 30, 1994 $1,738
Add: Net income for common stock 390
------
2,128
Deduct: Common stock dividends 327
------
RETAINED EARNINGS AT June 30, 1995 $1,801
======
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING
AS OF JUNE 30, 1995
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 139
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
Series JJ, 7-1/2%, due May 1, 1999 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 September 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 (11)
Unamortized costs of reacquired debt (79)
Amount to be redeemed within one year (1)
------
$1,469
------
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF JUNE 30, 1995
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
Series A, 5.9%, due December 1, 2007 35
Series 1984 7-7/8, due December 15, 2014 12
Unamortized discount (5)
Unamortized costs of reacquired debt (19)
Amount to be redeemed within one year (25)
------
$378
------
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF JUNE 30, 1995
UNAUDITED
(Millions)
SOUTHWESTERN ELECTRIC POWER COMPANY
First mortgage bonds -
Series V, 7-3/4%, due June 1, 2004 $40
Series W, 6-1/8%, due December 1, 1999 40
Series X, 7%, due September 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
Series 1986, 8.2%, due July 1, 2014 82
1991 Series A, 8.2%, due August 1, 2011 17
1991 Series B, 6.9%, due November 1, 2004 12
Series 1992, 7.6%, due January 1, 2019 54
Bank loan, variable rate, due June 15, 2000 50
Railcar lease obligations 18
Unamortized discount and premium (4)
Unamortized costs of reacquired debt (45)
Amount to be redeemed within one year (5)
------
$596
------
WEST TEXAS UTILITIES COMPANY
First mortgage bonds -
Series 0, 9-1/4%, due December 1, 2019 $55
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
Series T, 7-1/2%, due April 1, 2000 40
Installment sales agreement -
Pollution control bonds
Series 1984, 7-7/8%, due September 15, 2014 44
Unamortized discount and premium (1)
Unamortized costs of reacquired debt (26)
Amount to be redeemed within one year (1)
------
$251
------
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF JUNE 30, 1995
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, 7.650%, 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
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF JUNE 30, 1995
UNAUDITED
(millions) (CONTINUED)
CENTRAL AND SOUTH WEST SERVICES, INC. ------
Term loan facility, Variable rate, due
December 1, 2001 60
------
$60
------
TOTAL CONSOLIDATED $2,954
======
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF PREFERRED STOCK OUTSTANDING
AS OF JUNE 30, 1995
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
Auction Money Market, 750,000 shares 75
Auction Series A, 425,000 shares 42
Auction Series B, 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
======
SUBJECT TO MANDATORY REDEMPTION
SOUTHWESTERN ELECTRIC POWER COMPANY
6.95% Series, 364,000 shares $36
Amount to be redeemed within one year (1)
------
Total Consolidated $35
======
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF JUNE 30, 1995
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
INVESTMENTS IN COMMON STOCK No proforma adjustments
OF SUBSIDIARY
COMPANIES (at equity) $3,358 $3,358
------ ------
CURRENT ASSETS
Cash and temporary cash investments 4 4
Advances to affiliates 337 337
Prepayments and other 207 207
------ ------
548 548
------ ------
DEFERRED CHARGES AND OTHER ASSETS 49 49
------ ------ ------
$3,955 $0 $3,955
====== ====== ======
COMMON STOCK EQUITY
Common stock, $3.50 par value,
authorized 350,000,000 shares;
issued and outstanding
191,700,000 shares $671 $671
Paid-in capital 586 586
Retained earnings 1,801 1,801
------ ------
3,058 3,058
------ ------
CURRENT LIABILITIES
Short-term debt 846 846
Accounts payable and other 17 17
------ ------
863 863
------ ------
DEFERRED CREDITS 34 34
------ ------ ------
$3,955 $0 $3,955
====== ====== ======
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED JUNE 30, 1995
UNAUDITED
(Millions)
INCOME
Equity in earnings of subsidiaries
Central Power and Light Company $196
Public Service Company of Oklahoma 75
Southwestern Electric Power Company 116
West Texas Utilities Company 37
Transok, Inc. 23
CSW Credit, Inc. 8
CSW Energy, Inc. 8
CSW Leasing, Inc. 0
CSW International, Inc. (2)
CSW Communications, Inc. 0
Central and South West Services, Inc. 0
Other Income 38
------
$499
------
EXPENSES AND TAXES
General and administrative expenses 71
Interest expense 47
Federal income taxes (12)
Other 3
------
109
------
NET INCOME $390
======
<PAGE>
CENTRAL POWER AND LIGHT COMPANY
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF JUNE 30, 1995
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
ASSETS
ELECTRIC UTILITY PLANT
Production $3,076 $50 $3,126
Transmission 458 458
Distribution 855 855
General 220 220
Construction work in progress 158 158
Nuclear fuel 163 163
------ ------ ------
4,930 50 4,980
Less - Accumulated depreciation
and amortization 1,471 1,471
------ ------ ------
3,459 50 3,509
------ ------ ------
CURRENT ASSETS
Cash and temporary cash investments 2 2 4
Special deposits 1 1
Accounts receivable 49 49
Materials and supplies, at average cost 66 66
Fuel inventory, at average cost 24 24
Accumulated deferred income taxes 2 2
Prepayments and other 5 5
------ ------ ------
149 2 151
------ ------ ------
DEFERRED CHARGES AND OTHER ASSETS
Deferred STP costs 488 488
Mirror CWIP asset 317 317
Income tax related regulatory assets,
net 350 350
Other 106 106
------ ------
1,261 1,261
------ ------ ------
$4,869 $52 $4,921
====== ====== ======
<PAGE>
CENTRAL POWER AND LIGHT COMPANY
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF JUNE 30, 1995
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustment Forma
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Common stock, $25 par value; authorized
12,000,000 shares; issued and outstanding
6,755,535 shares $169 $169
Paid-in capital 405 405
Retained earnings 882 882
------ ------
Total common stock equity 1,456 1,456
Preferred stock
Not subject to mandatory redemption 250 250
Long-term debt 1,469 52 1,521
------ ------ ------
Total capitalization 3,175 52 3,227
------ ------ ------
CURRENT LIABILITIES
Long-term debt due within twelve months 1 1
Advances from affiliates 145 145
Accounts payable 52 52
Accrued taxes 50 50
Accrued interest 23 23
Over-recovered fuel costs 34 34
Refund due customers 52 52
Other 23 23
------ ------
380 380
------ ------
DEFERRED CREDITS
Income taxes 1,119 1,119
Investment tax credits 156 156
Mirror CWIP liability and other 39 39
------ ------
1,314 1,314
------ ------ ------
$4,869 $52 $4,921
====== ====== ======
<PAGE>
CENTRAL POWER AND LIGHT COMPANY
STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED JUNE 30, 1995
UNAUDITED
(Millions)
ELECTRIC OPERATING REVENUE $1,073
------
OPERATING EXPENSES AND TAXES
Fuel 298
Purchased power 20
Other operating 196
Maintenance 63
Depreciation and amortization 147
Taxes, other than federal income 69
Federal income taxes 9
------
802
------
OPERATING INCOME 271
------
OTHER INCOME AND DEDUCTIONS
Mirror CWIP liability amortization 55
Other 11
------
66
------
INCOME BEFORE INTEREST CHARGES 337
------
INTEREST CHARGES
Interest on long-term debt 114
Interest on short-term debt and other 13
------
127
------
NET INCOME 210
PREFERRED STOCK DIVIDENDS 14
------
NET INCOME FOR COMMON STOCK $196
======
<PAGE>
CENTRAL POWER AND LIGHT COMPANY
STATEMENT OF RETAINED EARNINGS
FOR THE TWELVE MONTHS ENDED JUNE 30, 1995
UNAUDITED
(Millions)
RETAINED EARNINGS AT June 30, 1994 $901
Add: Net income (loss) for common stock 196
------
1,097
Deduct: Common stock dividends 213
Other 2
------
RETAINED EARNINGS AT June 30, 1995 $882
======
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
PRO FORMA ADJUSTMENTS TO BALANCE SHEETS
JUNE 30, 1995
UNAUDITED
(Millions)
DR CR
Central and South West Corporation
and Consolidated Companies
Cash 95
Long Term Debt (New Bonds) 45
Long Term Debt (New Money Bonds) 50
To record issuance of Bonds
Long Term Debt (Old Bonds) 43
Cash 43
To record redemption of Bonds
Production Plant 50
Cash 50
To record equipment addition
Central Power and Light Company
Cash 95
Long Term Debt (New Bonds) 45
Long Term Debt (New Money Bonds) 50
To record issuance of Bonds
Long Term Debt (Old Bonds) 43
Cash 43
To record redemption of Bonds
Production Plant 50
Cash 50
To record equipment addition
<PAGE>
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
June 30, 1995, other than in the ordinary course of business.
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CAPITALIZATION RATIOS
PER BOOKS AND PRO FORMA
AS OF JUNE 30, 1995
Common Stock Preferred Long-term
Equity Stock Debt(*)
------------ --------- ---------
Central and South West
Corporation and
Subsidiary Companies
(Consolidated) Per books 48.2% 5.2% 46.6%
Central and South West
Corporation and
Subsidiary Companies
(Consolidated) Pro forma 47.8% 5.1% 47.1%
Central and South West
Corporation Per books 100.0% 0.0% 0.0%
Central and South West
Corporation Pro forma NO PRO FORMA ADJUSTMENTS
Central Power and Light
Company Per books 45.8% 7.9% 46.3%
Central Power and Light
Company Pro forma 45.1% 7.8% 47.1%
(*) Includes Transok's Medium-Term Notes Payable
<PAGE>
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 1994 Annual Report on Form 10-K are hereby
incorporated by reference and made a part of this report.
Page
Reference
1994 Annual Report on Form 10-K pages 2-31 through 2-66
<PAGE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<NAME> CENTRAL POWER AND LIGHT COMPANY
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