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File No. 70-7671
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 10 (POST-EFFECTIVE) TO
FORM U-1 APPLICATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
____________________
CENTRAL AND SOUTH WEST SERVICES, INC.
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75266
(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 and South West Services, Inc.
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75266
Stephen J. McDonnell, Treasurer
Central and South West Corporation
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75266
Joris M. Hogan, Esq.
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
(Names and addresses of agents for service)
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Central and South West Services, Inc. is a wholly owned nonutility
subsidiary of Central and South West Corporation, a Delaware corporation and a
registered holding company under the Public Utility Holding Company Act of
1935, as amended, hereby files this Amendment No. 10 (Post-Effective) to the
Form U-1 Application in this File No. 70-7671 (the "Application") for the
purposes of amending Items 1 and 6 as set forth in the Application in the
following respects. In all other respects the Application as previously filed
and amended will remain the same.
Item 1. Description of Proposed Transaction.
The last sentence of the penultimate paragraph of Item 1 is hereby
amended to read in its entirety as follows: "Such authority is requested
through December 31, 1997."
Item 6. Exhibits and Financial Statements.
Item 6 is hereby amended to file the following exhibit:
Exhibit 1 - Preliminary opinion of Milbank, Tweed, Hadley & McCloy,
counsel to CSWS.
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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: December 22, 1994
CENTRAL AND SOUTH WEST SERVICES,INC.
By: /s/ SHIRLEY S. BRIONES
Shirley S. Briones
Treasurer
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EXHIBIT INDEX
Exhibit Transmission
Number Exhibit Method
- ------- ------- ------------
1 Preliminary opinion of Milbank, Tweed, Electronic
Hadley & McCloy, counsel to CSWS.
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EXHIBIT 1
---------
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
December 22, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Central and South West Services, Inc.
Form U-1 Application (File No. 70-7671)
Dear Sirs:
We refer to the Form U-1 Application, as amended (the
"Application"), under the Public Utility Holding Company Act of 1935 (the
"1935 Act") filed by Central and South West Services, Inc. (the "Company"), a
wholly owned subsidiary of Central and South West Corporation, a Delaware
corporation and a registered public utility holding company. The Application
relates to the Company's proposal to license and sell computer programs to
third parties and to provide certain services to licensees and purchasers of
its software (collectively, the "Transactions"), all as more fully described
in the Application. We have acted as special counsel for the Company in
connection with the filing of the Application and, as such counsel, we are
familiar with the corporate proceedings taken by the Company in connection
with the Transactions as described in the Application.
We have examined originals, or copies certified to our
satisfaction, of such corporate records of the Company, certificates of public
officials, certificates of officers and representatives of the Company 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 the Company and other appropriate
persons and statements contained in the Application.
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
Company engages in the Transactions in accordance with the Application, and
subject to the assumptions and conditions set forth below:
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1. All state laws applicable to the Company's engaging in
Transactions as described in the Application will have been
complied with.
2. The Company's engaging in the Transactions as described in the
Application will not violate the legal rights of the holders of any
securities issued by the Company or any associate company of the
Company.
The opinions expressed above in respect of the Company's engaging
in Transactions described in the Application are subject to the following
assumptions or conditions:
a. The Transactions have been duly authorized and approved to
the extent required by state law by the Board of Directors of the
Company.
b. The Securities and Exchange Commission shall have duly
entered an appropriate order or orders granting and permitting the
Application to become effective with respect to the Transactions.
c. The Transactions shall have been engaged in accordance
with any required approvals, authorizations, consents, certificates
and orders of any state commission or regulatory authority with
respect to the Transactions 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. The consummation of the matters leading to the Company's
engaging in the Transactions shall be conducted under our
supervision and all legal matters incident thereto shall be
satisfactory to us, including the receipt in satisfactory form of
opinions of other counsel qualified to practice in jurisdictions
pertaining to the Transactions in which we are not admitted to
practice.
We hereby consent to the use of this opinion as an exhibit to the
Application.
Very truly yours,
/s/ MILBANK, TWEED, HADLEY & MCCLOY
Milbank, Tweed, Hadley & McCloy
GWG/RBW
