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File No. 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-1 APPLICATION-DECLARATION
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 or companies filing this statement and
addresses of principal executive offices)
_________________________
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., a Texas corporation ("CSWS"),
is a wholly owned nonutility 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 "Act").
Item 1. Description of Proposed Transaction.
CSWS currently operates an engineering and construction department
which provides power plant control system procurement, integration and
programming services, and power plant engineering and construction services
(collectively, "Services") to CSW associates, including CSW's electric utility
subsidiaries and CSW Energy, Inc. ("CSWE"). The Services, which are provided
both for existing facilities and new facilities, are an integral part of the
core utility business of the CSW System. CSWS has assembled a highly
qualified engineering and construction staff that is respected throughout the
electric utility industry. The depth of the engineering and construction
staff's experience in all facets of power engineering, including power plant
construction, start-up, operations, and maintenance allows the CSWS
engineering staff to provide cost-effective solutions to power engineering
problems.
Even though CSWS's engineering and construction staff has been planned
to meet needs from within the CSW System, excess resources are available from
time to time. CSW System needs are not capable of perfect estimation.
Current CSW System integrated resource planning policy, as well as the
difficult to predict engineering and construction needs of CSWE, require CSWS
to have flexible staffing capabilities with knowledgeable personnel. Not only
do load growth projections within the service territories of CSW's utility
subsidiaries change from time to time, but also CSWE's needs for Services
change rapidly according to the results of its development activities for
nonutility power projects.
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CSWS, therefore, hereby requests authority to provide Services to non-
associate entities. CSWS already provides to associate electric utilities all
of the Services it plans to provide to non-associates. Such Services are
specified on Exhibit 1 hereto. CSWS already has been approached by non-
associate utilities who are interested in hiring CSWS to provide Services in
connection with continuous emissions monitoring and power plant control
systems projects, among others.
In providing Services to non-associates, CSWS believes it will be
serving the public interest as well as most efficiently utilizing its power
engineering resources. For instance, CSWS has developed unique expertise in
power plant control systems and continuous emissions monitoring. Making its
expertise in power plant control systems available to non-associates will
enable utilities, municipalities or others to gain operating efficiencies
resulting in cost and other savings that will inure to the benefit of
consumers. CSWS's making continuous emissions monitoring expertise available
to non-associates will assist them to comply with the Title IV requirements
under the Clean Air Amendments of 1990 and achieve the resultant benefits to
the environment.
Charges for Services to a non-associate will be accumulated under the
same work order system used for associates and will be billed as agreed
between CSWS and the non-associate. CSWS estimates that total annual billings
to non-associates for Services and the costs thereof will be as set forth on
Confidential Exhibit 2.
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Item 2. Fees, Commissions and Expenses.
An estimate of the fees and expenses to be paid or incurred by CSWS
in connection with the proposed transactions are set forth below:
Holding Company Act filing fee.................... $2,000*
Counsel fees:
Milbank, Tweed, Hadley & McCloy
New York, NY.................................... 2,500
Miscellaneous and incidental expenses
including travel, telephone, postage,
and copying...................................... 500
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TOTAL ............................................ $5,000
======
_______________
* Actual Amount.
Item 3. Applicable Statutory Provisions.
Sections 9(a) and 10 of the Act and Rule 23 thereunder are or may be
applicable to the proposed transaction. To the extent any other sections of
the Act or rules thereunder may be applicable to the proposed transaction,
CSWS hereby requests appropriate orders thereunder.
Approval of the Commission is required under Sections 9(a)(1) and 10
of the Act prior to the direct or indirect acquisition of an "interest in any
business" by a registered holding company or its subsidiary. Under these
sections, the Commission is required to assess the appropriateness of each
acquisition of an interest in any business by a registered holding company or
its subsidiary. These provisions provide in relevant part that the Commission
shall approve the proposed acquisition unless the Commission unless the
Commission finds that "(1) such acquisition will tend towards interlocking
relations or the concentration of control of public utility companies, of a
kind or to an extent detrimental to the public interest or the interest of
investors or consumers; ... or (3) such acquisition will unduly complicate
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the capital structure of the holding company system of the applicant or will
be detrimental to the public interest or the interest of investors or
consumers or the proper functioning of such holding company system."
Section 10(c) of the Act further provides, in relevant part, that the
Commission shall not approve the relevant acquisition if the Commission finds
that such acquisition is detrimental to the carrying out of the provisions of
Section 11 of the Act.
The applicable criteria specified in Section 10 of the Act will be
satisfied with respect to CSWS's provision of Services to non-associates, for
which authority is requested in this Application-Declaration. The provision
of such Services to non-associates will serve the public interest, among other
ways, by enhancing the efficiency of the CSW System and making valuable
services available outside the CSW System.
Moreover, the proposed transaction stands under the same analysis
applied in the seminal Jersey Central order. Jersey Central Power & Light
Company, 37 S.E.C. Docket 1243 (HCAR No. 35-24348)(1987). Like the licensing
to nonassociates of "theft of service" software authorized in Jersey Central,
the instant case involves a business which has (1) evolved in connection with
the system's utility business, (2) entails an investment which is not
significant in relation to the system's total financial resources, and (3) has
the potential to produce benefits for investors and consumers.
Item 4. Regulatory Approval.
No state regulatory authority and no federal regulatory authority,
other than the Commission under the Act, has any jurisdiction over the
proposed transaction.
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Item 5. Procedure.
CSWS requests that the Commission issue and publish no later than
December 16, 1994, the requisite notice under Rule 23 with respect to the
filing of this Application-Declaration, such notice to specify a date not
later than January 9, 1995 as the date after which an order granting and
permitting this Application-Declaration to become effective may be entered by
the Commission and the Commission enter not later than January 10, 1995, an
appropriate order granting and permitting this Application-Declaration to
become effective.
No recommended decision by a hearing officer or other responsible
officer of the Commission is necessary or required in this matter. The
Division of Investment Management of the Commission may assist in the
preparation of the Commission's decision in this matter. There should be no
thirty-day waiting period between the issuance and the effective date of any
order issued by the Commission in this matter; and it is respectfully
requested that any such order be made effective immediately upon the entry
thereof.
Item 6. Exhibits and Financial Statements.
Exhibit 1 - CSW Engineering and Construction Services
Exhibit 2 - Estimated Annual Revenues and Costs from and for
Services (to be filed by amendment).
Exhibit 3 - Preliminary Opinion of Milbank, Tweed, Hadley & McCloy,
counsel to CSWS (to be filed by amendment).
Exhibit 4 - Proposed Notice of Proceeding.
Exhibit 5 - Financial Statements of CSWS and CSW, per books and pro
forma, as of September 30, 1994 (to be filed by
amendment).
Exhibit 6 - Final or "Past Tense" opinion of Milbank, Tweed, Hadley
& McCloy, counsel to CSWS (to be filed with Certificate
of Notification).
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Item 7. Environmental Effects.
The proposed transaction does not involve major federal action having
a significant effect on the human environment. To the best of the Company's
knowledge, no federal agency has prepared or is preparing an environmental
impact statement with respect to the proposed transaction.
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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 2, 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 CSW Engineering and Construction Electronic
Services.
2 Estimated Annual Revenues and Costs ---
from and for Services (to be filed by
by amendment).
3 Preliminary opinion of Milbank, Tweed ---
Hadley & McCloy, counsel to CSWS.
(to be filed by amendment).
4 Proposed Notice of Proceeding. Electronic
5 Financial Statements of CSWS and CSW, ---
per books and pro forma as of
September 30, 1994. (to be filed by
amendment).
6 Final or "past tense" opinion of Milbank, ---
Tweed, Hadley & McCloy, counsel to CSWS.
(to be filed with Certificate of
Notification).
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EXHIBIT 1
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CSW ENGINEERING AND CONSTRUCTION SERVICES
INSTRUMENT & CONTROL ENGINEERING
Project Definition and Conceptual Design
Project scope definition
Deliverables definition
Schedule
Cost estimate
System conceptual design/guidelines
Instrument survey & I/O database
Controls performance audit
AFE Proposal generation
Post audit
Control System Engineering
Control system specifications
Bid evaluation
Scope, schedule and budget tracking
Database development
Power distribution and grounding
UPS specification
BTG panel layout
CRT console and control room arrangement
System Integration - gateways, LAN/WAN, X Windows
Graphics development
Control Sama Functionals and logic design
Report & Log design
Factory testing procedure
Instrument Engineering
Existing instrument condition survey
Application definition
Instrument database
Calibration data sheets
Flow element calcs
Measurement compensation
Valve specifications
BOM's & requisitions
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Installation Design Engineering
Demolition drawings
Instrument installation drawings
Control wiring diagrams
Loop Diagrams
Raceway Design (conduit, junction boxes, cable trays)
Cable and raceway database reports
Equipment Bills-of-Material
Construction specification preparation
Construction proposal review & recommendation
Construction Supervision & Start-up Coordination
Installation supervision
Quality conformance
Start - up procedures
Unit commissioning and tuning
Final acceptance
Control Applications
Power
Combustion Control
Burner Management
Automatic Dispatching
Coordinated front end
Floating pressure
Performance monitoring ASME PTC
Optimization - unit model predictive and plant linear programming
Burner Management
Coal and ash handling systems
Coal blending
Continuous emissions monitoring (CEMs)
Turbine Vibration monitoring
Acoustic leak detection
Acoustic pyrometry
Annunciator/SOE
Turbine Water Induction Prevention Historical report generation
Water Quality Systems
Automated chemical injection
Motor control
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Hardware Platforms
Honeywell TDC3000
Foxboro IA
Bailey INFI90
Westinghouse WDPF
Rosemount RS-3
Leeds & Northrup
Fisher Provox
Forney International
Allen Bradley PLC
Woodward Netcon 5000
GE Mk V
Bentley Nevada
ELECTRICAL ENGINEERING
Project Definition and Conceptual Design
Project scope definition
Deliverables definition
Schedule
Cost Estimate
Performance Audit
Post Audit
EPC Bid specifications & Evaluations
Owner's Engineer
Electrical Engineering Services
Conduit and cable tray design
Auxiliary electric system design
Equipment and Installation specifications
Schematics and Wiring Termination Diagrams
Station DC system designs
Un-interruptable power supply (UPS) systems
MECHANICAL ENGINEERING
Project Scope Definition and Conceptual Design
Project scope definition
Deliverables definition
Schedule
Cost Estimate
Performance Audit
Post Audit
EPC Bid specifications & Evaluations
Owner's Engineer
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Mechanical Engineering Services
High energy piping design and analysis
Equipment and Installation specifications
Fuel handling and transportation
Auxiliary Equipment
Turbines - Steam Path Evaluations
Asset Management Studies
Generation Equipment Upgrades
Re-powering projects
Scrubber Performance Audits
Continuous Emissions Monitoring
Construction Management
Construction Coordination and Oversight
Start-up oversight
EPC Contractor Surveillance
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EXHIBIT 4
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SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- )
Filings Under the Public Utility Holding Company Act of 1935 ("Act")
__________________________, 1994
Notice is hereby given that the following filing(s) has/have
been made with the Commission pursuant to provisions of the Act and rules
promulgated thereunder. All interested persons are referred to the
application(s) and/or declaration(s) for complete statements of the
proposed transaction(s) summarized below. The application(s) and/or
declaration(s) and any amendment(s) thereto is/are available for public
inspection through the Commission's Office of Public Reference.
Interested persons wishing to comment or request a hearing on
the application(s) and/or declaration(s) should submit their views in
writing by ________________, 1995, to the Secretary, Securities and
Exchange Commission, Washington, D.C. 20549, and serve a copy on the
relevant applicant(s) and/or declarant(s) at the addresses specified
below. Proof of service (by affidavit, or, in the case of an attorney at
law, by certificate) should be filed with the request. Any request for
hearing shall identify specifically the issues of fact or law that are
disputed. A person who so requests will be notified of any hearing, if
ordered, and will receive a copy of any notice or order issued in the
matter. After said date, the application(s) and/or declaration(s), as
filed or as amended, may be granted and/or permitted to become effective.
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Central and South West Services, Inc. (File No. 70- )
Central & South West Services (the "Company"), 1616 Woodall
Rodgers Freeway, Dallas, Texas 75202, a wholly owned non-utility
subsidiary of Central and South West Corporation, a registered holding
company, has filed an application-declaration with the Commission pursuant
to Sections 9(a) and 10 of the Act and Rule 23 thereunder.
CSWS is requesting authority to provide, through its engineering
and construction department, power plant control system procurement,
integration and programming services, and power plant engineering and
construction services to non-associates. CSWS already provides to
associate electric utilities all of the services it plans to provide to
non-associates.
CSWS states that in providing such services to non-associates,
it believes it will be serving the public interest as well as most
efficiently utilizing its power engineering resources, for instance,
having developed unique expertise in engineering power plant control
systems and continuous emissions monitoring.
Charges for Services to a non-associate will be accumulated
under the same work order system used for associates and will be billed as
agreed between CSWS and the non-associate.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Jonathan G. Katz
Secretary
