CENTRAL POWER & LIGHT CO /TX/
35-CERT, 1996-12-02
ELECTRIC SERVICES
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                  SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C. 20549


- --------------------------------------------------
                                                  :
                In the Matter of                  :
                                                  :
            CSW COMMUNICATIONS, INC.              :  CERTIFICATE
                                                  :
      CENTRAL AND SOUTH WEST CORPORATION          :       OF
                                                  :
               File No. 70-8199                   :  NOTIFICATION
                                                  :
  (Public Utility Holding Company Act of 1935)    :
- --------------------------------------------------:


      This report is filed under Rule 24 of the Public Utility Holding Company
Act of 1935 by CSW Communications, Inc. (CSW Communications) a subsidiary of
Central and South West Corporation (CSW) authorized to operate as a
limited-purpose communications company. Under HCAR 35-26061 dated June 3, 1994,
it is required that CSW Communications file quarterly reports providing: 1) CSW
Communications' Balance Sheet 2) CSW Communications' Statement of Income for the
quarter ended (for the year ended in the case of fourth calendar quarter) 3) a
concise description of bills to and payments by associated companies for such
quarter and 4) a concise description of payments by CapRock Fiber Network, Ltd.
(CapRock) to CSW Communications for such quarter.

1)    CSW COMMUNICATIONS' BALANCE SHEET

      Refer to Exhibit 1 for CSW Communications' Balance Sheet at September 30,
1996.

2)    CSW COMMUNICATIONS' STATEMENT OF INCOME

      Refer to Exhibit 2 for CSW Communications' Statement of Income for the
Quarter Ended September 30, 1996.






<PAGE>


3) DESCRIPTION OF BILLS TO AND PAYMENTS BY ASSOCIATED COMPANIES

      BILLS TO ASSOCIATED COMPANIES:

      Central Power and Light was billed $28,491 during the reporting period for
the reimbursement of operations and maintenance expense.

      RECEIPTS FROM ASSOCIATED COMPANIES:

Description                                          Amount
- -----------------------------------------------  --------------

Receipts from CPL - Reimbursement of expenses        $   28,491
Receipts from Corp - Advance                          2,633,043
                                                 ==============
    Total receipts from Associated Companies         $2,661,534
                                                 ==============

4)  DESCRIPTION OF PAYMENTS BY CAPROCK TO CSW COMMUNICATIONS

There were no payments by CapRock to CSW Communications during the
reporting period.  Currently, CapRock is in default of its
obligations under the Fiber System Lease and Option Agreement.  The
lease has been terminated.







<PAGE>
                          S I G N A T U R E


      As requested by order of this Commission pursuant to the Public Utility
Holding Company Act of 1935, CSW Communications, Inc. has duly caused this
report to be signed on its behalf on this 27th day of November 1996.

                                           CSW COMMUNICATIONS, Inc.


                                           /S/   WENDY G. HARGUS
                                                 Wendy G. Hargus
                                                 Treasurer







                                                                       Exhibit 1
                            CSW COMMUNICATIONS, INC.
                                  BALANCE SHEET
                               SEPTEMBER 30, 1996
ASSETS

    Fiber Optic Equipment                                          $17,771,272

    General Equipment                                                  960,854

    Intangibles                                                        153,870

    Less: Accumulated Depreciation and Amortization                   (280,463)
                                                               ----------------

       Total Plant and Equipment                                    18,605,533

    Accounts Receivable                                                632,567

    Other Assets                                                           --

    Income Tax Benefit Receivable                                      877,117
                                                               ----------------

                                                                   $20,115,217
                                                               ================

CAPITALIZATION AND LIABILITIES

    Common Stock                                                   $     1,000

    Retained Earnings                                               (3,667,570)
                                                               ----------------

       Total Capitalization                                         (3,666,570)
                                                               ----------------

    Advances from Affiliates                                        22,077,195

    Accounts Payable                                                   174,290

    Deferred Income Taxes                                              773,767

    Customer Deposits                                                  563,304

    Accrued Interest                                                   103,861

    Other Current Liabilities                                           89,369
                                                               ----------------

                                                                   $20,115,217
                                                               ================






                                                                       Exhibit 2


                            CSW COMMUNICATIONS, INC.
                               STATEMENT OF INCOME
                    FOR THE QUARTER ENDED SEPTEMBER 30, 1996


REVENUES

    Fiber Line Lease                                                $  254,931

    Other Income                                                       211,449
                                                                ---------------

                                                                       466,380
                                                                ---------------


EXPENSES

    Interest Expense                                                   304,445

    Depreciation and Amortization                                      217,059

    Administrative and General                                       1,343,457

    Maintenance                                                            348

    Taxes Other Than Income                                             82,684

    Income Taxes                                                      (518,533)
                                                                ---------------

                                                                     1,429,460
                                                                ---------------

Net Loss                                                            $ (963,080)
                                                                ===============


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