File No. 70-7572
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
AMENDMENT NO. 6 (POST-EFFECTIVE) TO
FORM U-1 APPLICATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
_____________________________________________________
CENTRAL POWER AND LIGHT COMPANY
539 N. Carancahua Street
Corpus Christi, Texas 78401-2431
(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 Briones
Treasurer
Central Power and Light Company
539 N. Carancahua Street
Corpus Christi, Texas 78401-2431
Stephen J. McDonnell
Treasurer
Central and South West Corporation
1616 Woodall Rodgers Freeway
Dallas, Texas 75202
Joris M. Hogan
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
(Names and addresses of agents for service)
Central Power and Light Company ("CPL"), a Texas corporation
and an electric utility subsidiary of Central and South West Corporation
("CSW"), a registered holding company under the Public Utility Holding
Company Act of 1935, as amended (the "Act"), hereby requests authority to
lease to nonaffiliated third parties excess space in the headquarters
office building owned by CPL in Corpus Christi, Texas, and other
properties which CPL owns but does not presently use in the normal course
of its operations. Such request is being made by the filing of this
Amendment No. 6 (Post-Effective) to Form U-1 Application, File No. 70-
7572, to amend and restate said Application as follows.
Item 1. Description of Proposed Transaction.
By order dated April 13, 1989 (HCAR No. 24863) (the "1989
Order"), the Securities and Exchange Commission (the "Commission")
authorized CPL to lease to nonaffiliated third parties (i) approximately
23,400 square feet of excess space on the first two floors (built for
commercial and retail uses) of its corporate headquarters building, owned
by CPL and located at 539 N. Carancahua Street, Corpus Christi, Texas
(the "Headquarters Building"), (ii) approximately 17,800 square feet of
excess space on the third and fourth floors, in the basement and on the
roof of the Headquarters Building and (iii) space in one of its former
office buildings (the "Other Building") pending eventual sale of the
Other Building.
Following the issuance of the 1989 Order, certain leases of
space on the first two floors of the Headquarters Building were
terminated by mutual consent of Tower II Ltd., the lessee, and CPL.
Therefore, pursuant to an order dated November 22, 1994, the Commission
authorized CPL to lease portions of those and other floors directly to
retail and commercial tenants. Pursuant to such authorization, CPL
entered into commercial leases with Gulf Coast Federal Credit Union
(3,303 square feet on the fourth floor), Enron Oil & Gas Company (37,890
square feet on the fourth, eighth, tenth and eleventh floors) and Western
Geophysical Company, a division of Western Atlas International (6,000
square feet on the fourth floor). In addition, pursuant to such
authorization, CPL entered into leases with the following retail tenants:
(a) James G. Munoz (504 square feet on the second floor); (b) Donna Gray
(403 square feet on the second floor); (c) NightRider Overnite Copy
Service, a division of Alco Standard Corp. (1,429 square feet on the
second floor); (d) Pedus Building Services, Inc. (233 square feet on the
second floor); and (e) Village Travel Inc. (725 square feet on the second
floor) (now vacant).
Due to normal turnover of tenants for the excess space in the
Headquarters Building and changes from time to time in such excess space,
CPL hereby requests authority to lease any existing or future excess
space in the Headquarters Building to unaffiliated third parties at what
CPL considers to be market rates for such space at the time such leases
are entered into.
CPL also requests authority to lease several of its other
rentable properties or portions thereof (the "Other Properties") to
unaffiliated third parties until such properties are sold or are again
put into use by CPL. CPL would lease the Other Properties to
unaffiliated third parties at what CPL considers to be market rates for
the Other Properties at the time such leases are entered into. The Other
Properties shall include the following types of properties: area or
regional offices, which typically consist of less than 10,000 square
feet; service centers which include office and warehouse facilities and
which typically consist of less than 20,000 square feet; district or
regional offices, which typically consist of less than 20,000 square
feet; excess capacity in CPL training facilities; miscellaneous
facilities which are being held for future use or sale and which
typically consist of less than 10,000 square feet; and other improved and
unimproved land. The table below lists examples of Other Properties that
are not currently in use, or in full use.
<TABLE>
<CAPTION>
Property Total
Sq. Ft Address City State
<S> <C> <C> <C>
Old Gulf Coast Dist Office 10240 230 Gulf St. Alice,TX
Tool Shed 120 230 Gulf St. Alice,TX
Dock Area 6480 111 Kilowatt Lane Bay City,TX
Training Center (Cottage #3) 2450 Rt.3 Box 20 Los Fresnos,TX
FM 2480 & FM 5
San Benito Business Office 4648 701 North Bowie San Benito,TX
San Diego Area Office 1216 214 E. E. Dr. San Diego,TX
Dunlap St.
Storage Building 192 214 E.E. Dr. San Diego,TX
Dunlap St.
Sinton Service Center 10320 4th & Hall St. Sinton,TX
Weslaco Area Office 6010 540 S. Kansas Waslaco,TX
Bucket Truck Garage 900 1804 West 6th St. Weslaco,TX
</TABLE>
All rental payments from nonaffiliated third parties for
excess space in the Headquarters Building and the Other Properties are,
and in the future will be, accounted for as rent from property devoted to
electric operations. It is not intended that payments from nonaffiliated
third parties for excess space in the Headquarters Building or for any of
the Other Properties will be used to finance the acquisition of an exempt
wholesale generator ("EWG") or a foreign utility company ("FUCO") as
defined in Sections 32 and 33 of the Act.
Rule 54 promulgated under the Act states that in determining
whether to approve the issue or sale of a security by a registered
holding company for purposes other than the acquisition of an EWG or a
FUCO, or other transactions by such registered holding company or its
subsidiaries other than with respect to EWGs or FUCOs, the Commission
shall not consider the effect of the capitalization or earnings of any
subsidiary which is an EWG or a FUCO upon the registered holding company
system if Rule 53(a), (b) and (c) are satisfied. As set forth below, all
applicable conditions set forth in Rule 53(a) are, and, assuming the
consummation of the transactions proposed herein, will be, satisfied and
none of the conditions set forth in Rule 53(b) exist or will exist as a
result of the transactions proposed herein.
CSW Northwest GP, Inc. and CSW Northwest LP, Inc. (collectively,
"CSW Northwest"), each an indirect subsidiary of CSW, are the only EWGs,
as defined in Section 32 of the Act, in which CSW has equity interests.
CSW, through its subsidiary CSW Energy, Inc., has invested $2,000 in CSW
Northwest, or less than 1% of $1,811,750,000, the average of CSW's
consolidated retained earnings for the four consecutive quarters ended
June 30, 1995, thus satisfying Rule 53(a)(1). CSW will maintain and make
available the books and records required by Rule 53(a)(2). No more than
2% of the employees of CSW's operating subsidiaries will, at any one
time, directly or indirectly, render services to an EWG or FUCO in which
CSW directly or indirectly owns an interest, satisfying Rule 53(a)(3).
And lastly, CSW will submit a copy of Item 9 and Exhibits G and H of
CSW's Form U5S to each of the public service commissions having
jurisdiction over the retail rates of CSW's operating utility
subsidiaries, satisfying Rule 53(a)(4).
None of the conditions described in Rule 53(b) exist with respect
to CSW or any of its subsidiaries, thereby satisfying such rule and
making Rule 53(c) inapplicable.
Item 2. Fees, Commissions and Expenses.
Fees and expenses to be paid or incurred in connection with the
proposed transactions are estimated as follows:
Amount
--------
Holding Company Act filing fee........... $ 2,000*
Counsel fees:
Milbank, Tweed, Hadley & McCloy
New York, New York....................... 4,000
Miscellaneous and incidental expenses
including travel, telephone and
postage.................................. 500
-------
Total $6,500
=======
_______________
*Actual amount.
Item 3. Applicable Statutory Provisions.
Sections 9 and 10 of the Act and Rule 23 under the Act are
applicable to the leasing of property by CPL to nonaffiliated third
parties. To the extent any other sections of the Act or rules thereunder
may be applicable to the proposed transactions, CPL hereby requests
appropriate orders thereunder.
Item 4. Regulatory Approval.
No state regulatory authority and no federal regulatory authority,
other than the Commission under the Act, has jurisdiction over the
proposed transaction.
Item 5. Procedure.
CPL requests that the Commission issue and publish no later than
September 1, 1995, the requisite notice under Rule 23 with respect to the
filing of this Application, such notice to specify a date not later than
September 25, 1995, as the date after which an order granting and
permitting this Application to become effective may be entered by the
Commission and the Commission enter not later than September 26, 1995, 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.
Item 6. Exhibits and Financial Statements.
Exhibit 1 - Preliminary Opinion of Milbank, Tweed,
Hadley & McCloy, counsel to CPL and CSW.
Exhibit 2 - Proposed Notice of Proceeding.
Exhibit 3 - Financial Statements of CPL and CSW, as of
March 31, 1995 (to be filed by amendment).
Exhibit 4 - Final or "Past Tense" opinion of Milbank,
Tweed, Hadley & McCloy, counsel to CPL and
CSW (to be filed with Certificate of
Notification).
Item 7. Information as to Environmental Effects.
The proposed transaction does not involve major federal action
having a significant effect on the human environment. To the best of
CPL's knowledge, no federal agency has prepared or is preparing an
environmental impact statement with respect to the proposed transaction.
<PAGE>
S I G N A T U R E
- - - - - - - - -
Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, the undersigned company has duly caused this document to be
signed on its behalf by the undersigned thereunto duly authorized.
Dated: August 25, 1995
CENTRAL POWER AND LIGHT COMPANY
By/s/SHIRLEY S. BRIONES
Shirley S. Briones
Treasurer
INDEX OF EXHIBITS
EXHIBIT TRAMSMISSION
NUMBER EXHIBIT METHOD
------- _______ __________
1 Preliminary Opinion of Milbank, Electronic
Tweed, Hadley & McCloy, counsel to
CPL and Central and South West
Corporation ("CSW")
2 Proposed Notice of Proceeding Electronic
3 Financial Statements of CPL and ___
CSW, as of June 30, 1995 (to be
filed by amendment)
4 Final or "Past Tense" opinion of ___
Milbank,Tweed, Hadley & McCloy,
counsel to CPL and CSW (to be
filed with Certificate of
Notification)
EXHIBIT 1
---------
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
August 25, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Central Power and Light Company
Form U-1 Application
Dear Sirs:
We refer to Amendment No. 6 (Post-Effective) to the Form U-1
Application, File No. 70-7572 (the "Amendment"), under the Public Utility
Holding Company Act of 1935, as amended (the "Act"), filed by Central
Power and Light Company ("CPL"), a Texas corporation and a wholly-owned
public utility subsidiary of Central and South West Corporation, a
Delaware Corporation and a registered holding company. The Amendment
relates to CPL's request for authority under the Act to lease, to
unaffiliated third parties, excess office space in its headquarters
building at 539 N. Carancahua Street, Corpus Christi, Texas as well as
other properties (collectively, the "Properties"), all as more fully
described in the Amendment. We have acted as special counsel for CPL in
connection with the filing of the Amendment and, as such counsel, we are
familiar with the corporate proceedings taken and to be taken by CPL in
connection with leasing the Properties.
We have examined originals, or copies certified to our
satisfaction, of such corporate records of CPL, certificates of public
officials, certificates of officers and representatives of CPL 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 CPL
and other appropriate persons and statements contained in the Amendment.
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 Properties are leased in accordance with the Amendment, as
it may be amended (the "Leases"), and subject to the assumptions and
conditions set forth below:
1. All state laws applicable to the Leases will have been
complied with
2. The Leases will not violate the legal rights of the
holders of any securities issued by CPL or any associate
company thereof.
The opinions expressed above are subject to the following
assumptions or conditions:
a. The Leases shall have been duly authorized and
approved, to the extent required by state law, by the Board
of Directors of CPL.
b. The Securities and Exchange Commission shall
have duly entered an appropriate order or orders granting
and permitting the Amendment to become effective.
c. The Leases shall be in accordance with any
required approvals, authorizations, consents, certificates
and orders of any state commission or regulatory authority
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 Leases shall
be satisfactory to us, including the receipt in satisfactory
form of opinions of other counsel qualified to practice in
jurisdictions pertaining to the Leases in which we are not
admitted to practice.
We hereby consent to the use of this opinion as an exhibit to
the Amendment.
Very truly yours,
/s/MILBANK, TWEED, HADLEY & MCCLOY
Milbank, Tweed, Hadley & McCloy
EXHIBIT 2
---------
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- )
Filings Under the Public Utility Holding Company Act of 1935 ("Act")
September __, 1995
Notice is hereby given that the following filings(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 amendment(s) 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 September __, 1995, 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 addresses specified below. Proof
of service (by affidavit, or, in case of any 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 of order issued in the matter. After
said date, the application(s) and/or declaration(s), as filed or as
amended, may be granted and/or permitted to become effective.
Central Power and Light Company (File No. 70-7572)
Central Power and Light Company ("CPL"), 539 N. Carancahua
Street, Corpus Christi, Texas 78401, an electric utility subsidiary of
Central and South West Corporation, a registered holding company under
the Public Utility Holding Company Act of 1935 (the "Act"), has filed an
Amendment (Post-Effective) to an Application with the Commission pursuant
to Sections 9 and 10 of the Act and Rule 23 thereunder. CPL has
requested authority to lease to unaffiliated third parties excess office
space in its headquarters building in Corpus Christi, Texas, as well as
certain other properties.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Jonathan G. Katz
Secretary
