CENTRAL POWER & LIGHT CO /TX/
8-K, 1997-04-03
ELECTRIC SERVICES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  March 31, 1997

COMMISSION        REGISTRANT, STATE OF INCORPORATION,         I.R.S. EMPLOYER
FILE NUMBER         ADDRESS AND TELEPHONE NUMBER             IDENTIFICATION NO.


1-1443            CENTRAL AND SOUTH WEST CORPORATION             51-0007707
                  (A Delaware Corporation)
                  1616 Woodall Rodgers Freeway
                  Dallas, TX 75202-1234
                  (214) 777-1000


0-346             CENTRAL POWER AND LIGHT COMPANY                74-0550600
                  (A Texas Corporation)
                  539 North Carancahua Street
                  Corpus Christi, TX 78401-2802
                  (512) 881-5300











          This Combined Form 8-K is separately filed by Central and South West
Corporation and Central Power and Light Company. Information contained herein
relating to an individual company is filed by such company on its own behalf.
Each company makes no representation as to information relating to the other
company.


<PAGE>


ITEM 5. OTHER EVENTS

CENTRAL POWER AND LIGHT COMPANY (CPL OR COMPANY)
REGULATORY MATTERS

RECENT DEVELOPMENTS
On March 31, 1997, the Public Utility Commission of Texas (Texas Commission)
issued its final order in CPL's Rate Review Docket No. 14965. The Texas
Commission's order lowers the annual base rates of CPL by approximately $30
million, or approximately 3.5%, from CPL's existing rate level prior to the
Company's May 1996 implementation of bonded rates subject to refund pending the
Texas Commission's final order. As previously reported, CPL had originally
sought to increase its annual retail base rates by $71 million in this rate
proceeding. CPL intends to file a motion for rehearing and may take other legal
steps in response to the Texas Commission's order. If the Texas Commission's
final order is ultimately implemented, CPL and CSW could experience a material
adverse effect on their results of operations.

CSW has recently issued four separate press releases with respect to CPL's rate
proceeding. These four press releases are attached as Exhibits 99.1, 99.2, 99.3
and 99.4.

    Exhibit 99.1: CSW Voices Displeasure Over PUCT Commissioners' Statements
                  (March 6, 1997) 
    Exhibit 99.2: PUCT Staff Releases Analysis in Central Power and Light 
                  Company Case (March 24, 1997)
    Exhibit 99.3: PUCT Expected to Order Rate Decrease for Central Power and 
                  Light Company (March 26, 1997)
    Exhibit 99.4: PUCT Orders Rate Decrease for Central Power and Light Company
                  (March 31, 1997)

BACKGROUND INFORMATION
For background information and earlier developments related to CPL's regulatory
proceeding, reference is made to CSW and CPL's 1996 Combined Annual Report on
Form 10-K.




<PAGE>


SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrants have duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized. The signature for each undersigned
registrant shall be deemed to relate only to matters having reference to such
registrant or its subsidiaries.



                                 CENTRAL AND SOUTH WEST CORPORATION

Date:  April 2, 1997

                                 By:  /S/LAWRENCE B. CONNORS
                                         Lawrence B. Connors
                                         Controller




                                 CENTRAL POWER AND LIGHT COMPANY

Date:  April 2, 1997

                                 By:  /S/R. RUSSELL DAVIS
                                         R. Russell Davis
                                         Controller


                CSW
- ----------------------------------
Central and South West Corporation
- ----------------------------------
NEWS RELEASE
1616 Woodall Rodgers Freeway
P.O. Box 660164 * Dallas, Texas 75266-0164
                                        
                                Central Power and Light Company, Corpus Christi
                                Public Service Company of Oklahoma, Tulsa
                                Southwestern Electric Power Company, Shreveport
                                West Texas Utilities Company, Abilene
                                Central and South West Services, Inc., Dallas
                                  and Tulsa
                                CSW Communications, Inc., Austin
                                CSW Credit, Inc., Dallas
                                CSW Energy, Inc., Dallas
                                CSW International, Inc., Dallas
                                CSW Leasing, Inc., Dallas
                                EnerShop Inc., Dallas
                                SEEBOARD plc, Crawley, West Sussex, U.K.

FOR IMMEDIATE RELEASE


                             CSW voices displeasure
                       Over PUCT Commissioners' Statements

        Dallas (March 6, 1997) -- Central and South West Corporation (NYSE: CSR)
voiced strong displeasure about statements made March 5 by members of the Public
Utility Commission of Texas (PUCT). The statements were made regarding the
pending base rate case of CSW's subsidiary Central Power and Light Company.
        "We are extremely troubled by some of the remarks the commissioners made
regarding the pending final decision in CPL's rate case," said E.R. Brooks, CSW
chairman, president and chief executive officer. "Some of these statements seem
to raise an issue of whether the Commission is bound by its prior decisions. We
believe it is."
        Administrative law judges for the State Office of Administrative
Hearings on Jan. 21 issued a Proposal for Decision on CPL's request for a $71
million rate increase. The administrative law judges' recommendations would
increase CPL's annual revenues by $7.2 million.
        Moody's Investors Service, in a Jan. 24 opinion update concerning CPL's
bond rating, described the CPL rate case as "pivotal" for CPL because it will
determine whether or not the company can mitigate its fixed costs and regulatory
assets associated with its participation in the South Texas Project nuclear
generating plant (STP).
        During the Wednesday meeting, Commissioner Judy Walsh questioned whether
the PUCT is bound by its findings in prior rate cases regarding recovery of
invested capital. Specifically, Commissioner Walsh suggested that the recovery
of invested capital should be based upon the current competitive environment
rather than the reasonableness of the utility's investment as previously
determined by the PUCT.
        Brooks emphasized that "If the Commission's final decision is
inconsistent with prior orders that determined that all of STP costs currently
in rate base are reasonable, CPL will vigorously pursue its legal rights for
full recovery of its invested capital."
        Commissioners on Wednesday pushed back the procedural deadline for a
final decision until March 31. Meetings to discuss the case are tentatively
scheduled for March 18 and 19, and a final decision is now expected during the
March 26 Commission meeting.
        In November 1995 CPL filed a request to increase its retail base rates
by $71 million. The proposed rate increase was put into effect under bond in May
1996. The difference between the bonded rates collected since May 1996 and the
rate levels ultimately approved by the Commissioners is subject to refund to
customers with accrued interest. CSW's management cannot predict the ultimate
outcome of CPL's rate case.
        Central and South West Corporation is a public utility holding company
based in Dallas. Central and South West owns four electric operating
subsidiaries in the United States, a regional electricity company in the United
Kingdom, and non-utility subsidiaries that offer independent power production,
telecommunications, energy efficiency and financial transactions.
                                      ###


Media contact: Larry Jones, senior communications consultant for Central and 
South West Corporation, 214 683-3703.

Financial community contact: Sharon R. Peavy, director of investor relations for
Central and South West Corporation, 214 777-1277.

Internet inquiries: corpcom @csw.com



                CSW
- ----------------------------------
Central and South West Corporation
- ----------------------------------
NEWS RELEASE
1616 Woodall Rodgers Freeway
P.O. Box 660164 * Dallas, Texas 75266-0164

                                Central Power and Light Company, Corpus Christi
                                Public Service Company of Oklahoma, Tulsa
                                Southwestern Electric Power Company, Shreveport
                                West Texas Utilities Company, Abilene
                                Central and South West Services, Inc., Dallas
                                  and Tulsa
                                CSW Communications, Inc., Austin
                                CSW Credit, Inc., Dallas
                                CSW Energy, Inc., Dallas
                                CSW International, Inc., Dallas
                                CSW Leasing, Inc., Dallas
                                EnerShop Inc., Dallas
                                SEEBOARD plc, Crawley, West Sussex, U.K.


FOR IMMEDIATE RELEASE



                          PUCT Staff Releases Analysis
                  In Central Power and Light Company Rate Case


        Dallas (March 24, 1997) -- Central and South West Corporation (NYSE:
CSR) said that the staff of the Public Utility Commission of Texas (PUCT) has
completed additional analysis for the Commissioners to consider in their
deliberations about the rate case of CSW's Central Power and Light Company (CPL)
subsidiary. The preliminary analysis, which was requested by the Commissioners,
indicates a range of possible outcomes from an $8 million base-rate increase to
a $69 million base-rate decrease, depending on the final vote of the PUCT on a
number of issues.
        The Commissioners will reconvene on March 26 and 27 to deliberate
further on the unresolved issues. The Commissioners must issue a final decision
by March 31 or ask CPL to agree to extend the PUCT's jurisdictional deadline.
        As CSW previously reported, Commissioner Judy Walsh during the
Commission's March 6 meeting questioned whether the PUCT is bound by the
findings of prior rate cases regarding recovery of invested capital.
Specifically, Commissioner Walsh suggested that the recovery of invested capital
should be based upon the current competitive environment rather than the
reasonableness of the utility's investment at the time the investment was made.
        During the Commission's March 18 meeting, Commissioner Walsh further
suggested that one way of addressing the recovery of invested capital is to
lower the rate of return allowed for that portion of the plant that would not be
considered economical in a competitive market.
        The major items in the staff's analysis that are causing reductions to
CPL's request from the previously reported administrative law judges'
recommendations include: return on equity including the Commission's
determination of uneconomic portions of CPL's investment, disallowed affiliate
costs, consolidated tax savings and the demand side management costs.
        The assumptions used in several scenarios of the analysis call for
classifying a portion of rate base labeled by the Commission as Excess Cost Over
Market, or ECOM, for the South Texas Project nuclear generating plant. These
scenarios also called for a total return of 7.26 percent, representing the cost
of Single-A debt, on ECOM ranging from $859 million to $1.7 billion.
        The term, ECOM, has been used to refer to the amount of costs that
potentially would become "stranded" if retail competition were mandated and
prices were set in the market, rather than the price being determined by current
regulatory standards of reasonable and necessary cost of providing service.
Although proposed legislation calling for retail competition is under
consideration by the Texas legislature and the U.S. Congress, retail competition
is not currently required under either Texas or federal law.
        Many issues remain unresolved, including the return on ECOM, overall
return, the level of interruptible rates, depreciation expenses and recovery of
rate case expenses. Another item under consideration is a future annual
adjustment to revenues based on the reduction to rate base stemming from
depreciation and amortization expense. Staff's analysis indicates that this
approach, if implemented, would reduce CPL's rates by $17 million annually in
each of two succeeding years.
        E.R. Brooks, CSW chairman, president and chief executive officer, voiced
concern over the PUCT staff analysis. "As we have stated earlier, CPL will
vigorously pursue its legal rights if the Commission's final decision is
inconsistent with earlier orders that determined all of CPL's costs for STP are
reasonable, or the company does not have an opportunity to earn an adequate
return and recover its reasonable costs," Brooks said.
        Administrative law judges for the State Office of Administrative
Hearings on January 21 issued a Proposal for Decision on CPL's request for the
$71 million rate increase. The administrative law judges' recommendations would
have increased CPL's annual revenues by $7.2 million, if approved as submitted
to the PUCT.
        CPL in November 1995 filed a request to increase its retail base rates
by $71 million. The proposed rate increase was put into effect under bond in May
1996. The difference between the bonded rates collected since May 1996 and the
rate levels ultimately approved by the Commissioners is subject to refund to
customers with accrued interest.
        Given the magnitude of the above unresolved issues, CSW's management
cannot predict the ultimate outcome of CPL's rate case or effect on CSW's
financial results. However, if CPL is unsuccessful in its efforts to obtain
adequate rate relief, CPL and CSW could experience a material adverse effect on
results of operations and their financial condition.
        Central and South West Corporation is a public utility holding company
based in Dallas. Central and South West owns four electric operating
subsidiaries in the United States, a regional electricity company in the United
Kingdom, and non-utility subsidiaries that offer independent power production,
telecommunications, energy efficiency and financial transactions.
                                      ###

Media contact: Larry Jones, senior communications consultant for Central and 
South West Corporation, 214 683-3703.

Financial community contact: Director of investor relations for Central and 
South West Corporation, 214 777-1277.

Internet inquiries: corpcom @csw.com



                CSW
- ----------------------------------
Central and South West Corporation
- ----------------------------------
NEWS RELEASE
1616 Woodall Rodgers Freeway
P.O. Box 660164 * Dallas, Texas 75266-0164
                                        
                                Central Power and Light Company, Corpus Christi
                                Public Service Company of Oklahoma, Tulsa
                                Southwestern Electric Power Company, Shreveport
                                West Texas Utilities Company, Abilene
                                Central and South West Services, Inc., Dallas
                                  and Tulsa
                                CSW Communications, Inc., Austin
                                CSW Credit, Inc., Dallas
                                CSW Energy, Inc., Dallas
                                CSW International, Inc., Dallas
                                CSW Leasing, Inc., Dallas
                                EnerShop Inc., Dallas
                                SEEBOARD plc, Crawley, West Sussex, U.K.

FOR IMMEDIATE RELEASE

                      PUCT Expected to Order Rate Decrease
                       for Central Power and Light Company

          Dallas (March 26, 1997) -- Central and South West Corporation (NYSE:
CSR) said that, based on comments and decisions made by the Public Utility
Commission of Texas (PUCT) on March 26, CSW expects the PUCT to order an annual
rate decrease ranging from $20 million to $30 million for its Central Power and
Light Company (CPL) subsidiary on Monday, March 31. The Commission also is
expected to order additional annual rate decreases of approximately $17 million
in 1998 and in 1999.
        While the final amount of the rate decrease has not yet been calculated
by the PUCT staff, Commissioners indicated on Wednesday they had decided most
unresolved issues.
        Commissioners are expected to designate approximately $859 million of
invested capital associated with the South Texas Project nuclear generation
plant as Excess Cost Over Market, or ECOM. If the PUCT rules as expected, CPL's
ECOM could receive a 7.96 percent return on equity as compared with the 10.9
percent return approved for all other invested capital.
        The term, ECOM, has been used to refer to the amount of costs that
potentially would become "stranded" if retail competition were mandated and
prices were set in the market, rather than the cost of investment determined by
current regulatory standards of prudent investment costs. Proposed legislation
calling for retail competition is under consideration by the Texas Legislature
and the U.S. Congress. However, retail competition is not currently permitted
under Texas or federal law.
        Commissioners indicated approval of a plan, referred to as a
"glidepath," that could result in additional rate decreases of approximately $17
million each year during 1998 and 1999. If implemented, these subsequent rate
decreases would be based on a decrease in CPL's invested capital based on the
amount of annual depreciation charges.
        Commissioners also indicated they will:

     *  Disallow approximately $21 million of affiliate transactions

     *  Allow CPL to continue offering interruptible rates to customers now on
        the rate but to phase the program out over the next three years and
        incorporate approval of future interruptible service into the Integrated
        Resource Plan that is now under consideration. During that three-year
        transition, the interruptible rate will be increased annually.

     *  Sever consideration of approximately $14 million in rate case expenses
        into a separate docket that will be considered during their April 14
        meeting with a final decision anticipated by May 30.

        CPL in November 1995 filed a request to increase its retail base rates
by $71 million. The proposed rate increase was put into effect under bond in May
1996. The difference between the bonded rates collected since May 1996 and the
rate levels ultimately approved by the Commissioners is subject to refund to
customers with accrued interest.
        As previously reported, CPL will vigorously pursue all legal remedies
available if the final order is issued as proposed. CPL and CSW could experience
a material adverse effect on results of operations if the Commissioners'
proposed order becomes final.
        Central and South West Corporation is a public utility holding company
based in Dallas. Central and South West owns four electric operating
subsidiaries in the United States, a regional electricity company in the United
Kingdom, and non-utility subsidiaries that offer independent power production,
telecommunications, energy efficiency and financial transactions.
                                      ###

Media contact: Larry Jones, senior communications consultant for Central and 
South West Corporation, 214 683-3703.

Financial community contact: Becky Hall, director of investor relations for
Central and South West Corporation, 214 777-1277.

Internet inquiries: corpcom @csw.com


                CSW
- ----------------------------------
Central and South West Corporation
- ----------------------------------
NEWS RELEASE
1616 Woodall Rodgers Freeway
P.O. Box 660164 * Dallas, Texas 75266-0164
                                        
                                Central Power and Light Company, Corpus Christi
                                Public Service Company of Oklahoma, Tulsa
                                Southwestern Electric Power Company, Shreveport
                                West Texas Utilities Company, Abilene
                                Central and South West Services, Inc., Dallas
                                  and Tulsa
                                CSW Communications, Inc., Austin
                                CSW Credit, Inc., Dallas
                                CSW Energy, Inc., Dallas
                                CSW International, Inc., Dallas
                                CSW Leasing, Inc., Dallas
                                EnerShop Inc., Dallas
                                SEEBOARD plc, Crawley, West Sussex, U.K.

FOR IMMEDIATE RELEASE


                            PUCT Orders Rate Decrease
                       For Central Power and Light Company

        Dallas (March 31, 1997) -- Central and South West Corporation (NYSE:
CSR) said that the Public Utility Commission of Texas (PUCT) issued an order
that lowers the base rates of its Central Power and Light Company (CPL)
subsidiary by approximately $30 million from the level existing prior to CPL
placing into effect higher bonded rates in May 1996. The PUCT also voted to
require the company to lower its rates by $16 million in 1998 and by an
additional $16 million in 1999. The PUCT voted on its final order in the case on
Monday.
        "We continue to be extremely disappointed and disagree with the
Commission's decision," said E.R. Brooks, CSW chairman, president and chief
executive officer. "We are studying the final order to determine the exact
financial impact. After we have fully studied the Commission's order, we will
file a motion for rehearing and will take legal steps as are appropriate."
        CPL has until 20 days after issuance of the PUCT's order to file a
motion for rehearing. The PUCT has until mid-May to act on that motion, subject
to extensions.
        As previously reported, CPL intends to vigorously pursue all legal
remedies. CPL and CSW could experience a material adverse effect on results of
operations if the Commissioners' final order is ultimately implemented.
        Central and South West Corporation is a public utility holding company
based in Dallas. Central and South West owns four electric operating
subsidiaries in the United States, a regional electricity company in the United
Kingdom, and non-utility subsidiaries that offer independent power production,
telecommunications, energy efficiency and financial transactions.
                                      ###


Media contact: Larry Jones, senior communications consultant for Central and 
South West Corporation, 214 683-3703.

Financial community contact: Becky Hall, director of investor relations for
Central and South West Corporation, 214 777-1277.

Internet inquiries: corpcom @csw.com


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