File No. 70-8597
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 5 (POST-EFFECTIVE) 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, Oklahoma 74103-3102
Wendy Hargus, 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)
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 "1935
Act"), hereby files this Amendment No. 5 (post-effective) to the
Form U-1 Application-Declaration in File No. 70-8597 (the
"Application") for the purpose of amending the Application to
request that the Securities and Exchange Commission (the
"Commission") release jurisdiction reserved in prior orders in
this file, and to add additional information to Item 1, all as
more fully described below. In all other respects, the
Application as previously filed and amended will remain the same.
By order in this file dated June 15, 1995 (HCAR No. 35-
26309) (the "Order"), the Company was authorized through December
31, 1997, (i) to incur obligations in connection with the
proposed issuance by Matagorda County Navigation District No. One
("District") in one or more series of up to $475 million in
Pollution Control Revenue Bonds, of which up to $325 million will
be refunding bonds and up to $150 million will be new money
bonds, and (2) to manage interest rate risk or to reduce interest
rate costs through forward re-financing techniques and through
the use of interest rate swaps and related instruments through
the life of the outstanding bonds and the new bonds. The terms
of the new bonds, other than interest rate and other terms
determined at the time of pricing, and the parameters for the
interest rate swaps and related instruments, other than pricing
terms, are described in the Application. The Order reserved
jurisdiction over the issuance and sale of the interest rate and
other terms and conditions applicable to the bonds, and the use
by the Company of interest rate swaps and other interest rate
risk management devices, pending completion of the record.
Subsequent to the issuance of the Order, in July, 1995, the
Company incurred obligations in connection with the issuance of
$100.635 million aggregate principal amount of its 6.10%
refunding bonds, Series 1995 (the "Series 1995 Bonds"). By order
dated July 26, 1995 (HCAR. No. 35-26339; 70-8597) (the
"Supplemental Order"), the Commission approved the issuance of
the Series 1995 Bonds but continued to reserve jurisdiction over
the issuance and sale of $224.365 million of refunding bonds and
$150 million in new money bonds, pending completion of the record
with regard to the interest rate and other terms and conditions
applicable thereto, and over the use by the Company of interest
rate swaps and other interest rate risk management devices,
pending completion of the record.
More recently, the Commission has issued orders in respect
of pollution control revenue bonds and related instruments
designed to manage interest rate risk on behalf of CSW's
Southwestern Electric Power Company ("SWEPCO") subsidiary (see
HCAR No. 35-26531, 70-8847; order authorizing SWEPCO to incur
obligations in connection with the issuance by the Sabine River
Authority of Texas of up to $131.7 million of pollution control
revenue bonds and to manage interest rate risk) (the "Sabine
Order") and jointly on behalf of the Company and two other CSW
subsidiaries, Public Service Company of Oklahoma ("PSO") and West
Texas Utilities Company ("WTU") (see HCAR No. 35-26548, 70-8869;
order authorizing the Company, PSO and WTU to incur obligations
in connection with the issuance by the Red River Authority of
Texas of up to $113.3 of pollution control revenue bonds and to
manage interest rate risk) (the "Red River Order"). The Sabine
Order and the Red River Order are substantially similar to the
Order, except that the Sabine and Red River Orders do not include
a reservation of jurisdiction by the Commission.
The Company now respectfully requests that the
Commission release its remaining jurisdiction in this file.
Item 1. Description of Proposed Transaction
Item 1 is hereby amended to delete the thirty-second
paragraph under the heading Managing Interest Rates, which reads,
"The Company requests that the Commission reserve jurisdiction
over the Company's ability to enter into swaps and other hedging
products as discussed above."
Item 1 is further amended by including the following
additional information:
On July 27, 1995, the Company issued $100.635 million
principal amount of 6.10% Matagorda County Navigation District
Number One Pollution Control Revenue Refunding Bonds (Central
Power and Light Company Project) Series 1995, pursuant to the
Supplemental Order of the Commission dated July 26, 1995 (HCAR
No. 26339) ("Supplemental Order") and the Order of the Commission
dated June 15, 1995 (HCAR No. 26309) ("Order"). Under the
Supplemental Order the Commission reserved jurisdiction over the
issuance and sale of $224.365 million in Pollution Control
Revenue Refunding Bonds ("Refunding Bonds") and $150 million in
Pollution Control Revenue Bonds and/or Solid Waste Revenue Bonds
("New Money Bonds"). The Commission also reserved jurisdiction
over the use by the Company of interest rate swaps and other
interest rate risk management devices. The purpose of the
Refunding Bonds is to reacquire all or a portion of five series
of previously issued Pollution Control Revenue Bonds ("Old
Bonds"). The purpose of the New Money Bonds is to reimburse the
Company for expenditures qualified for tax-exempt financing or to
provide for current solid waste expenditures.
The Company now requests that the Commission release
previously reserved jurisdiction over the issuance and sale of
$224.365 million of Refunding Bonds and $150 million in New Money
Bonds, and over the use by the Company of interest rate swaps and
other interest rate risk management devices. Under Rule 24,
within 45 days after the end of each quarter in which the Company
has outstanding any interest rate swaps and other interest rate
risk management instruments described herein, the Company shall
file a certificate with the Commission disclosing the following
information with respect to each such instrument: (a) the
transaction date, (b) the type of transaction, (c) the notional
amount, (d) the name of the counterparty and (e) a description of
the material terms, including the maturity or termination date
and the strike rates. Such certificate shall also disclose the
market value of all open hedging positions at the end of each
quarter and any gains or losses realized from the liquidation of
any such position during such quarter.
Item 3. Applicable Statutory Provisions
Item 3 is hereby amended as follows:
The second sentence of the second paragraph of Item 3
is hereby amended to delete the comma after the phrase "(any
completed portions of the Facilities") and delete the phrase
"(but such sale would be excepted from Section 12(d) and from
Rule 44 under subsection (b)(3) of said rule)" after the phrase
"(any completed portions of the Facilities").
Item 3 is further amended by including the following
additional information:
Rule 54
No proceeds from the proposed transactions will be used
by CSW or any subsidiary thereof for the direct or indirect
acquisition of an interest in an exempt wholesale generator, as
defined in Section 32 of the Act, or a foreign utility company,
as defined in Section 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 Rules 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, thereby satisfying
such provision and making Rule 53(c) inapplicable.
CSW's "aggregate investment" (as defined under Rule
53(a) of the Act) in EWGs and FUCOs as of August 15, 1996 was
approximately $850 million, or about 45% of CSW's "consolidated
retained earnings" as of June 30, 1996. CSW thus satisfies 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).
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: August 27, 1996
CENTRAL POWER AND LIGHT COMPANY
By:/s/SHIRLEY BRIONES
Shirley S. Briones
Treasurer
