CENTRAL POWER & LIGHT CO /TX/
35-CERT, 1997-03-31
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 December 31,
1996.

2)    CSW COMMUNICATIONS' STATEMENT OF INCOME

      Refer to Exhibit 2 for CSW Communications' Statement of Income for the
Year Ended December 31, 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 CSW Corp - Advance                     667,567
                                                  ==========
    Total receipts from Associated Companies      $  696,058
                                                  ==========

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.








                           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 31st day
of March 1997.

                                            CSW COMMUNICATIONS, Inc.


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






                                                                      EXHIBIT 1



                            CSW COMMUNICATIONS, INC.
                                  BALANCE SHEET
                                DECEMBER 31, 1996


ASSETS
    Current Assets:
    Accounts Receivable - Trade                             $22,004
     Accounts Receivable - Other
                                                             57,934
     Accounts Receivable - Income Tax                       835,997
                                                       ------------
                       Total Receivables                    915,935

     Construction In Progress - Profit  Recognized          134,172
     Construction In Progress - Resale Project Costs        511,673
     Construction In Progress - CSWC Projects             2,770,184
                                                       ------------
          Total Construction In Progress                  3,416,029

                    Total Current Assets                  4,331,964
                                                       ------------

     Property, Plant & Equipment:
     Plant In Service                                    15,307,895
     Furniture & Fixtures                                   410,993
     Accumulated Depreciation                              (523,410)
                                                       ------------
         Net Property, Plant & Equipment                 15,195,478
                                                       ------------

     Other Assets:
     Organizational Costs                                   153,870
     Accumulated Amortization                               (78,794)
                                                       ------------
                Net Organizational Costs                     75,076

     Investment in Brooks Fiber, at market value          3,090,600
     Prepaid Pension                                         21,639
                                                       ------------
                      Total Other Assets                  3,187,315
                                                       ------------

TOTAL ASSETS                                            $22,714,757
                                                       ============


LIABILITIES & EQUITY Current Liabilities:
     Accounts Payable - Affiliated                       $844,915
     Accounts Payable - Trade                             234,698
     Advance Billings and Payments                        763,304
     Interest Payable - Affiliated                        119,877
     Accrued Payroll & Benefits                           213,707
                                                     ------------
               Total Current Liabilities                2,176,501
                                                     ------------

     Long-Term Liabilities:
     Note Payable - Affiliated                         22,744,763
                                                     ------------
             Total Long-Term Liabilities               22,744,763
                                                     ------------

     Deferred Income Taxes                                943,020

     Equity:
     Common Stock                                           1,000
     Retained Earnings                                 (5,241,227)
     Unrealized Gain / (Loss) on Investments            2,090,700
                                                     ------------
                            Total Equity               (3,149,527)
                                                     ------------

TOTAL LIABILITIES & EQUITY                            $22,714,757
                                                     ============






                                                                      EXHIBIT 2



                            CSW COMMUNICATIONS, INC.
                               STATEMENT OF INCOME
                      FOR THE YEAR ENDED DECEMBER 31, 1996


REVENUES
      Construction                                      $134,172
      Leased Lines (Fiber Optics)                        484,580
      Miscellaneous                                       59,290
                                                     -----------
                             Total Revenues              678,042

EXPENSES
      General and Administrative                       5,338,327
      Depreciation and Amortization                      554,190
      Interest                                         1,108,225
      Maintenance                                         13,843
                                                     -----------
                             Total Expenses            7,014,585

TAXES
      Federal Income Tax - Current                    (2,778,285)
      Federal Income Tax - Deferred                      422,388
      Taxes Other Than Income                            394,924
                                                     -----------
                                Total Taxes           (1,960,973)

NET INCOME / (LOSS)                                  $(4,375,570)
                                                     ===========




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