<PAGE> 1
File No. 70-8459
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM U-1 APPLICATION-DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
________________________________
CENTRAL AND SOUTH WEST SERVICES, INC.
1616 Woodall Rodgers Freeway
Dallas, Texas 75202
CENTRAL AND SOUTH WEST CORPORATION
1616 Woodall Rodgers Freeway
Dallas, Texas 75202
(Name of companies filing this statement and address
of principal executive office)
_________________________________
CENTRAL AND SOUTH WEST CORPORATION
(Name of top registered holding company parent)
_________________________________
Shirley Briones
Treasurer
Central and South West Services, Inc.
1616 Woodall Rogers Freeway
Dallas, Texas 75202
Stephen J. McDonnell
Treasurer
Central and South West Corporation
1616 Woodall Rodgers Freeway
Dallas, Texas 75202
Joris M. Hogan, Esq.
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
(Names and addresses of agents for service)
<PAGE> 2
Central and South West Services, Inc. ("CSWS"), a Texas corporation
and a wholly owned 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 "1935 Act"), together with CSW,
hereby files this Amendment No. 1 to the Form U-1 Application-Declaration in
File No. 70-8459 to amend and restate Item 1 in its entirety and to amend
Item 6 to file Exhibit 4 and an amended Exhibit 6. In all other respects, the
Application as previously filed and as heretofore amended will remain the
same.
In Item 1 ("Description of Proposed Transaction"):
(a) the third paragraph (beginning with the words "CSWS and
CSW request") is hereby amended to add the following sentence at
the end of the paragraph: "CSWS will not borrow under either
alternative unless the rate and terms are at least as favorable as
those that would be available to a company similar to CSWS in a
similar transaction."
(b) the fourth paragraph (beginning with the words "Whichever
financing alternative") has been omitted and replaced with the
following sentence: "Whichever financing alternative is pursued,
CSWS and CSW will not effect borrowings pursuant to this
Application-Declaration until CSWS and CSW have first filed an
amendment hereto setting forth the type of borrowing and the terms
and conditions thereof."
(c) the fifth paragraph (beginning with the words "CSWS
requests authority") has been amended to omit the phrase "and other
similar hedging devices" from the end of the fifth sentence thereof
(beginning with the words "CSWS also requests") and add the
<PAGE> 3
following sentence: "Any swap agreement entered into would provide
that prepayment or termination of the notes would terminate CSWS's
obligations to the counterparty under the swap agreement."
(d) the sixth paragraph (beginning with the words "As an
alternative") is hereby amended to add the following sentence at
the end of the paragraph: "It is anticipated that the notes would
have a maturity not exceeding 30 years."
Item 1. Description of Proposed Transactions.
Item 1 is hereby restated in its entirety to read as follows:
CSWS hereby requests authority through December 31, 1996, to borrow
up to a total of $60 million from one or more commercial banks or
institutional lenders, or a combination thereof. The borrowings will be
designed to refinance the Assets, including the Headquarters Building, which
are currently financed primarily through the CSW Money Pool (the "Money
Pool"), the short-term borrowing facility for the CSW System. The proceeds
may also be used to prepay an existing mortgage note described under the
heading "Description of Headquarters Building". The proposed borrowings will
be in addition to CSWS's borrowings from time to time through the Money Pool.
CSWS is currently authorized to borrow up to $110 million under the Money
Pool. (File No. 70-8157; HCAR No. 35-26066; June 15, 1994). Recently, CSWS's
highest borrowing pursuant to the Money Pool was approximately $108.1 million
reached on August 10, 1994.
By refinancing the Assets on a longer term basis, CSWS will reduce
its outstanding short-term debt levels, better match its assets and
liabilities, and lock in current interest rates as a hedge against possible
future increases in interest rates. CSWS's strategy will also free up short-
term borrowing capacity under the Money Pool to allow CSWS to meet
<PAGE> 4
fluctuations in its short-term borrowing needs. While CSWS has not begun
negotiations with potential lenders, CSWS expects that the proposed borrowings
will have terms based on market conditions at the time, but within the
parameters discussed below.
FINANCING ALTERNATIVES
CSWS and CSW request authority to refinance the Assets either through
a floating rate loan from a commercial bank, as described below under the
heading "Bank Borrowings", or through a fixed rate private placement of
securities to institutional lenders, as described below under the heading
"Institutional Placement." The choice between the financing alternatives will
depend principally on market conditions. If the yield curve flattens or
becomes inverted, a fixed rate private placement would be more attractive as a
way to lock in a relatively low long-term rate. If the yield curve is steep,
a floating rate bank financing is likely to be more attractive as a way to
take advantage of lower rates and minimize the cost of the borrowing. CSWS
will not borrow under either alternative unless the rate and terms are at
least as favorable as those that would be available to a company similar to
CSWS in a similar transaction.
Whichever financing alternative is pursued, CSWS and CSW will not
effect borrowings pursuant to this Application-Declaration until CSWS and CSW
have first filed an amendment hereto setting forth the type of borrowing and
the terms and conditions thereof.
Bank Borrowings. CSWS requests authority to enter into one or more
loan agreements (each, a "Loan Agreement") with commercial banks pursuant to
which the banks would extend loans evidenced by secured or unsecured notes in
a form customarily used by the lending bank or banks in one or more
<PAGE> 5
transactions. Loans under a Loan Agreement would have a maturity not
exceeding 15 years. The interest rate on outstanding loans would be a
floating rate which would likely be set at a spread of not more than 100 basis
points over LIBOR or a similar rate. The exact rate would be a function of
the identity of the lender, the maturity of the loan, the size of the
borrowing, prevailing market conditions and non-financial terms and
conditions. CSWS also requests authority to achieve the added economy of
floating rate sources and the comfort of fixed rate financing through the use
of interest rate swaps. Any swap agreement entered into would provide that
prepayment or termination of the notes would terminate CSWS's obligations to
the counterparty under the swap agreement. CSWS would expect that the notes
would, at its option, or, under certain circumstances, with the consent of the
lending banks, be prepayable, in whole or in part at any time without premium
or penalty.
Institutional Placement. As an alternative to entering into a Loan
Agreement, CSWS requests authority to borrow from one or more institutional
lenders (each, an "Institutional Lender"). Borrowings from an Institutional
Lender would be evidenced by promissory notes. Each such note would bear
interest at a rate not expected to exceed the effective cost of money from
unsecured prime commercial bank loans prevailing on the date of such borrowing
and would be subject to prepayment by the borrower in whole or in part at any
time or in part from time to time without penalty. It is anticipated that the
notes would have a maturity not exceeding 30 years.
CSW GUARANTEES
As the sole holder of the outstanding common stock of CSWS and as an
inducement to commercial banks or institutional lenders to make loans to CSWS,
it is contemplated that CSW may be required to guarantee the obligations of
<PAGE> 6
CSWS to the lenders. Accordingly, CSW requests authority to guarantee the
payments due to lenders. Among other things, a guarantee, the terms of which
would be set along with the terms of the borrowing, might obligate CSW to pay
all installments of principal and interest to the lenders if not paid by CSWS,
and all legal and other costs and expenses incurred by the lender to enforce
its rights under the notes or the guarantee.
USE OF PROCEEDS
The proceeds of the proposed borrowings will be used principally to
repay a portion of CSWS's outstanding Money Pool borrowings. At July 31,
1994, CSWS had outstanding $100.3 million of borrowings under the Money Pool.
Proceeds may also be used to prepay an existing mortgage note as described
below under the heading "Description of Headquarters Building."
Proceeds from the proposed borrowings will not be used to finance the
acquisition of an exempt wholesale generator ("EWG") or a foreign utility
company ("FUCO") as defined in Sections 32 and 33 of the 1935 Act. Neither
CSW nor any subsidiary thereof has a direct or indirect ownership interest in
an EWG or FUCO. Therefore, no compliance with Rule 54 under the 1935 Act is
required.
DESCRIPTION OF HEADQUARTERS BUILDING
In 1989, CSW purchased the Headquarters Building, an 111,500 square
foot office building located in downtown Dallas, Texas. The purchase price
for the building was approximately $8.35 million and in connection with the
purchase, CSWS assumed an existing mortgage in the amount of approximately
$5.88 million. The assumption of the existing mortgage was approved by the
Commission by order dated March 14, 1989 (HCAR No. 35-24837). The remaining
portion of the purchase price of $2,470,000 was paid in cash by CSWS out of
advances from the Money Pool, pursuant to authority previously granted to
<PAGE> 7
CSWS, by order dated April 2, 1987 (HCAR No. 24363). Subsequently, CSWS has
made substantial improvements to the property, including an expansion which
added approximately 170,000 square feet of space. The cost of improvements to
the original structure and constructing the addition to the Headquarters
Building, approximately $47 million, has been funded by CSWS through
borrowings under the Money Pool. CSWS has a total investment in the property
of approximately $55.4 million including the assumed mortgage and furniture,
fixtures and equipment. CSW intends to utilize the Headquarters Building for
the foreseeable future.
Item 6. Exhibits and Financial Statements.
Item 6 is hereby amended to file the following exhibits:
Exhibit 4 - Financial Statements per books and pro forma as of
June 30, 1994.
Amended
Exhibit 6 - Proposed Notice of Proceeding.
<PAGE> 8
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: September 23, 1994
CENTRAL AND SOUTH WEST SERVICES, INC.
By: SHIRLEY BRIONES
Shirley Briones
Treasurer
<PAGE> 9
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: September 23, 1994
CENTRAL AND SOUTH WEST CORPORATION
By: STEPHEN J. MCDONNELL
Stephen J. McDonnell
Treasurer
<PAGE> 1
INDEX OF EXHIBITS
EXHIBIT TRANSMISSION
NUMBER EXHIBIT METHOD
- ------- ------- ------------
4 Financial Statements per books and pro Electronic
forma as of June 30, 1994.
6 Proposed Notice of Proceeding (amended Electronic
exhibit).
<PAGE> 1
EXHIBIT 4
---------
INDEX
TO
FINANCIAL STATEMENTS
Page
Number
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES
Consolidated Balance Sheets - Per Books and Pro Forma
as of June 30, 1994 2 - 3
Consolidated Statement of Income for the Twelve Months Ended
June 30, 1994 4
Consolidated Statement of Retained Earnings for the Twelve
Months Ended June 30, 1994 5
Statements of Long-Term Debt Outstanding as
of June 30, 1994 6 - 9
Statements of Preferred Stock Outstanding as
of June 30, 1994 10 - 11
CENTRAL AND SOUTH WEST CORPORATION (CORPORATE)
Balance Sheets - Per Books and Pro Forma as
of June 30, 1994 12
Statement of Income for the Twelve Months
Ended June 30, 1994 13
CENTRAL AND SOUTH WEST SERVICES, INC.
Balance Sheets - Per Books and Pro Forma as
of June 30, 1994 14 - 15
Statement of Income for the Twelve Months
Ended June 30, 1994 16
Statement of Retained Earnings for the Twelve Months Ended
June 30, 1994 17
PRO FORMA ADJUSTMENTS TO BALANCE SHEETS 18
STATEMENT OF CHANGES 19
CAPITALIZATION RATIOS - Per books and Pro forma 20
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 21
<PAGE> 2
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF JUNE 30, 1994
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
ASSETS
PLANT
Electric utility
Production $5,787 $5,787
Transmission 1,274 1,274
Distribution 2,433 2,433
General 733 733
Construction work in progress 406 406
Nuclear fuel 160 160
Gas 784 784
------ ------
11,577 11,577
Less - Accumulated depreciation 3,704 3,704
------ ------
7,873 7,873
------ ------
CURRENT ASSETS
Cash and temporary cash investments 22 22
Special deposits 1 1
Accounts receivable 900 900
Materials and supplies, at average cost 150 150
Fuel inventory, substantially at average
cost 91 91
Gas inventory for resale,
substantially at LIFO 14 14
Unrecovered fuel cost 88 88
Prepayments and other 66 66
------ ------
1,332 1,332
------ ------
DEFERRED CHARGES AND OTHER ASSETS
Deferred plant costs 517 517
Mirror CWIP asset - net 327 327
Other non-utility investments 277 277
Income tax related regulatory asset net 198 198
Other 295 295
------ ------
1,614 1,614
------ ------ ------
$10,819 $0 $10,819
====== ====== ======
<PAGE> 3
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF JUNE 30, 1994
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Common Stock Equity -
Common stock, $3.50 par value, authorized
350,000,000 shares; issued and outstanding
189,359,000 shares $663 $663
Paid-in capital 539 539
Retained earnings 1,738 1,738
------ ------
Total Common Stock Equity 2,940 2,940
Preferred stock
Not subject to mandatory redemption 292 292
Subject to mandatory redemption 36 36
Long-term debt 2,889 55 2,944
------ ------ ------
Total Capitalization 6,157 55 6,212
------ ------ ------
CURRENT LIABILITIES
Long-term debt/preferred stock
due within twelve months 33 33
Short-term debt 759 (55) 704
Short-term debt - CSW Credit 776 776
Accounts payable 265 265
Accrued taxes 102 102
Accrued interest 55 55
Accrued restructuring charges 80 80
Other 151 151
------ ------ ------
2,221 (55) 2,166
------ ------ ------
DEFERRED CREDITS
Income taxes 1,991 1,991
Investment tax credits 328 328
Mirror CWIP liability and other 122 122
------ ------
2,441 2,441
------ ------ ------
$10,819 $0 $10,819
====== ====== ======
<PAGE> 4
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED JUNE 30, 1994
UNAUDITED
(Millions)
OPERATING REVENUES $3,740
------
OPERATING EXPENSES AND TAXES
Fuel and purchased power 1,255
Gas purchased for resale 356
Other operating 680
Restructuring charges 97
Maintenance 194
Depreciation and amortization 349
Taxes, other than Federal income 208
Federal income taxes 136
------
3,275
------
OPERATING INCOME 465
------
OTHER INCOME AND DEDUCTIONS
Mirror CWIP liability amortization 72
Other 27
------
99
INCOME BEFORE INTEREST CHARGES 564
------
INTEREST CHARGES
Interest on long-term debt 215
Interest on short-term debt and other 56
------
271
------
NET INCOME 293
Preferred stock dividends 19
------
NET INCOME FOR COMMON STOCK $274
======
<PAGE> 5
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
FOR THE TWELVE MONTHS ENDED JUNE 30, 1994
UNAUDITED
(Millions)
RETAINED EARNINGS AT June 30, 1993 $1,778
Add: Net income for common stock 274
------
2,052
Deduct: Common stock dividends 314
------
RETAINED EARNINGS AT June 30, 1994 $1,738
======
<PAGE> 6
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING
AS OF JUNE 30, 1994
UNAUDITED
(Millions)
CENTRAL POWER AND LIGHT COMPANY
First mortgage bonds -
Series J, 6-5/8%, due January 1, 1998 $28
Series L, 7%, due February 1, 2001 36
Series T, 7-1/2%, due December 15, 2014 112
Series U, 9-3/4%, due July 1, 2015 32
Series Z, 9-3/8%, due December 1, 2019 140
Series AA, 7-1/2%, due March 1, 2020 50
Series BB, 6%, due October 1, 1997 200
Series CC, 7-1/4%, due October 1, 2004 100
Series DD, 7-1/8%, due December 1, 1999 25
Series EE, 7-1/2%, due December 1, 2002 115
Series FF, 6-7/8%, due February 1, 2003 50
Series GG, 7-1/8%, due February 1, 2008 75
Series HH, 6%, due April 1, 2000 100
Series II, 7-1/2%, due April 1, 2023 100
Series JJ, 7-1/2%, due May 1, 1999 100
Installment sales agreements -
Pollution control bonds
Series 1974 7-1/8%, due June 1, 2004 8
Series 1977 6%, due November 1, 2007 34
Series 1984 7-7/8%, due December 15, 2014 6
Series 1984 10-1/8%, due October 15, 2014 69
Series 1986 7-7/8%, due December 1, 2016 60
Series 1993 6%, due July 1, 2028 120
Unamortized discount (12)
Unamortized costs of reacquired debt (85)
------
$1,463
------
<PAGE> 7
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF JUNE 30, 1994
UNAUDITED
(Millions)
PUBLIC SERVICE COMPANY OF OKLAHOMA
First mortgage bonds -
Series J, 5-1/4%, due March 1, 1996 $25
Series K, 7-1/4%, due January 1, 1999 25
Series L, 7-3/8%, due March 1, 2002 30
Series S, 7-1/4%, due July 1, 2003 65
Series T, 7-3/8%, due December 1, 2004 50
Series U, 6-1/4%, due April 1, 2003 35
Series V, 7-3/8%, due April 1, 2023 100
Series W, 6-1/2%, due June 1, 2005 50
Installment sales agreements -
Pollution control bonds
5.9%, due December 1, 2007 35
Series 1984 7-7/8, due December 15, 2014 13
Unamortized discount (5)
Unamortized costs of reacquired debt (21)
------
$402
------
<PAGE> 8
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF JUNE 30, 1994
UNAUDITED
(Millions)
SOUTHWESTERN ELECTRIC POWER COMPANY
First mortgage bonds -
Series U, 9-1/8%, due November 1, 2019 $4
Series V, 7-3/4%, due June 1, 2004 40
Series W, 6-1/8%, due December 1, 1999 40
Series X, 7%, due December 1, 2007 90
Series Y, 6-5/8%, due February 1, 2003 55
Series Z, 7-1/4%, due July 1, 2023 45
Series AA, 5-1/4%, due April 1, 2000 45
Series BB, 6-7/8%, due October 1, 2025 80
1976 Series A, 6.2%, due November 1, 2006 7
1976 Series B, 6.2%, due November 1, 2006 1
Installment sales agreements -
Pollution control bonds
1978 Series A, 6%, due January 1, 2008 14
1991 Series A, 8.2%, due August 1, 2011 17
1991 Series B, 6.9%, due November 1, 2004 12
Series 1986, 8.2%, due July 1, 2014 82
Series 1992, 7.6%, due January 1, 2019 54
Bank loan, variable rate, due June 15, 1994 50
Railcar lease obligations 19
Unamortized discount (4)
Unamortized costs of reacquired debt (51)
------
$600
------
WEST TEXAS UTILITIES COMPANY
First mortgage bonds -
Series 0, 9-1/4%, due December 1, 2019 63
Series P, 7-3/4%, due July 1, 2007 25
Series Q, 6-7/8%, due October 1, 2002 35
Series R, 7%, due October 1, 2004 40
Series S, 6-1/8%, due February 1, 2004 40
Installment sales agreement -
Pollution control bonds
7-7/8%, due December 15, 2014 44
Unamortized discount (1)
Unamortized costs of reacquired debt (28)
------
$218
------
<PAGE> 9
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF JUNE 30, 1994
UNAUDITED
(millions)
TRANSOK, INC.
Note payable, 8.960%, due April 17, 2017 $15
Note payable, 8.280%, due April 16, 2007 3
Note payable, 8.130%, due April 16, 2002 3
Note payable, 8.125%, due April 22, 2002 17
Note payable, 8.900%, due May 21, 2012 5
Note payable, 7.810%, due May 20, 1999 3
Note payable, 8.250%, due May 20, 2004 1
Note payable, 8.170%, due May 22, 2003 2
Note payable, 7.750%, due May 21, 1999 5
Note payable, 8.170%, due May 28, 2004 2
Note payable, 8.280%, due June 3, 2003 4
Note payable, 8.340%, due June 2, 2004 2
Note payable, 8.350%, due August 27, 2012 5
Note payable, 7.350%, due August 26, 2002 5
Note payable, 7.330%, due August 26, 2002 1
Note payable, 7.320%, due August 28, 2002 14
Note payable, 6.750%, due December 1, 1999 15
Note payable, 7.800%, due March 1, 2004 10
Note payable, 7.770%, due March 1, 2004 3
Note payable, 7.780%, due December 15, 2004 2
Note payable, 7.730%, due December 15, 2004 1
Note payable, 7.670%, due March 1, 2004 1
Note payable, 7.650%, due May 15, 2002 5
Note payable, 7.650%, due May 15, 2002 5
Note payable, 7.710%, due December 23, 2003 11
Note payable, 6.850%, due March 18, 2005 1
Note payable, 6.850%, due March 18, 2005 1
Note payable, 6.900%, due March 1, 2005 6
Note payable, 6.990%, due March 24, 2005 5
Note payable, 6.860%, due March 28, 2005 12
Note payable, 7.750%, due April 24, 2023 10
Note payable, 6.840%, due April 25, 2005 3
Note payable, 7.750%, due April 26, 2023 5
Note payable, 6.810%, due April 26, 2003 7
Note payable, 6.600%, due April 29, 2003 2
Note payable, 6.710%, due April 30, 2004 1
Note payable, 6.930%, due May 5, 2005 1
Note payable, 7.070%, due May 5, 2008 1
Note payable, 7.000%, due January 12, 2004 5
------
$200
CENTRAL AND SOUTH WEST SERVICES, INC. ------
Note payable, 9%, due February 1, 2008 5
------
TOTAL CONSOLIDATED $2,889
======
<PAGE> 10
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF PREFERRED STOCK OUTSTANDING
AS OF JUNE 30, 1994
UNAUDITED
(Millions)
NOT SUBJECT TO MANDATORY REDEMPTION
CENTRAL POWER AND LIGHT COMPANY
4.00% Series, 100,000 shares $10
4.20% Series, 75,000 shares 8
7.12% Series, 260,000 shares 26
8.72% Series, 500,000 shares 50
2.69% Series, 750,000 shares 75
2.711% Series, 425,000 shares 42
2.688% Series, 425,000 shares 42
Issuance expense (3)
------
250
------
PUBLIC SERVICE COMPANY OF OKLAHOMA
4.00% Series, 97,900 shares 10
4.24% Series, 100,000 shares 10
------
20
------
SOUTHWESTERN ELECTRIC POWER COMPANY
5.00% Series, 75,000 shares 8
4.65% Series, 25,000 shares 2
4.28% Series, 60,000 shares 6
------
16
------
WEST TEXAS UTILITIES COMPANY
4.40% Series, 60,000 shares 6
------
Total Consolidated $292
======
<PAGE> 11
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF PREFERRED STOCK OUTSTANDING (Continued)
AS OF JUNE 30, 1994
UNAUDITED
(Millions)
SUBJECT TO MANDATORY REDEMPTION
SOUTHWESTERN ELECTRIC POWER COMPANY
6.95% Series, 364,000 shares 36
------
Total Consolidated $36
======
<PAGE> 12
CENTRAL AND SOUTH WEST CORPORATION
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF JUNE 30, 1994
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
INVESTMENTS IN COMMON STOCK
OF SUBSIDIARY
COMPANIES (at equity) $3,210 $3,210
------ ------
CURRENT ASSETS
Cash and temporary cash investments 1 1
Advances to affiliates 296 (55) 241
Prepayments and other 186 186
------ ------ ------
483 (55) 428
------ ------ ------
Deferred charges and other assets 32 32
------ ------ ------
$3,725 $ 0 $3,670
====== ====== ======
COMMON STOCK EQUITY
Common stock, $3.50 par value,
authorized 350,000,000 shares;
issued and outstanding
189,359,000 shares $663 $663
Paid-in capital 539 539
Retained earnings 1,738 1,738
------ ------
2,940 2,940
------ ------
CURRENT LIABILITIES
Short-term debt 759 (55) 704
Accounts payable and other 13 13
------ ------ ------
772 (55) 717
------ ------ ------
DEFERRED CREDITS 13 13
------ ------ ------
$3,725 $0 $3,670
====== ====== ======
<PAGE> 13
CENTRAL AND SOUTH WEST CORPORATION
STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED JUNE 30, 1994
UNAUDITED
(Millions)
INCOME
Equity in earnings of subsidiaries
Central Power and Light Company $138
Public Service Company of Oklahoma 40
Southwestern Electric Power Company 81
West Texas Utilities Company 24
Transok, Inc. 17
CSW Credit, Inc. 7
CSW Energy, Inc. (5)
CSW Leasing, Inc. 0
Central and South West Services, Inc. 0
Other Income 24
------
$326
------
EXPENSES AND TAXES
General and administrative expenses 28
Interest expense 26
Federal income taxes (3)
Other 1
------
52
------
NET INCOME $274
======
<PAGE> 14
CENTRAL AND SOUTH WEST SERVICES, INC.
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF JUNE 30, 1994
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
ASSETS
General plant $101 $101
Less - Accumulated depreciation 15 15
------ ------
86 86
------ ------
CURRENT ASSETS
Cash and temporary cash investments 0 0
Accounts receivable 21 21
Prepayments and other 1 1
------ ------
22 22
------ ------
DEFERRED CHARGES AND OTHER ASSETS 17 17
------ ------ ------
$125 $0 $125
====== ====== ======
<PAGE> 15
CENTRAL AND SOUTH WEST SERVICES, INC.
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF JUNE 30, 1994
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Long-term debt $5 $55 $60
------ ------ ------
Total capitalization 5 55 60
------ ------ ------
CURRENT LIABILITIES
Accounts payable 11 11
Advances from affiliates 101 (55) 46
------ ------ ------
112 (55) 57
------ ------ ------
DEFERRED CREDITS 8 8
------ ------ ------
$125 $0 $125
====== ====== ======
<PAGE> 16
CENTRAL AND SOUTH WEST SERVICES, INC.
STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED JUNE 30, 1994
UNAUDITED
(Millions)
OPERATING REVENUE $0
------
OPERATING EXPENSES AND TAXES
Administrative & General (6)
Maintenance 0
Depreciation and amortization 5
Taxes, other than Federal income taxes 0
Federal income taxes 0
------
OPERATING INCOME (1)
------
OTHER INCOME AND DEDUCTIONS (1)
------
INCOME BEFORE INTEREST CHARGES 0
------
INTEREST CHARGES 0
------
NET INCOME FOR COMMON STOCK $0
======
<PAGE> 17
CENTRAL AND SOUTH WEST SERVICES, INC.
STATEMENT OF RETAINED EARNINGS
FOR THE TWELVE MONTHS ENDED JUNE 30, 1994
UNAUDITED
(millions)
RETAINED EARNINGS AT June 30, 1993 $0
Add: Net income (loss) for common stock 0
------
RETAINED EARNINGS AT June 30, 1994 $0
======
<PAGE> 18
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
PRO FORMA ADJUSTMENTS TO BALANCE SHEETS
JUNE 30, 1994
UNAUDITED
(Millions)
DR CR
Central and South West Corporation
and Subsidiary Companies
Short Term Debt $55
Long Term Debt 5
Long Term Debt 60
Central and South West Corporation
Cash 55
Advance to Affiliates 55
Short Term Debt 55
Cash 55
Central and South West Services Inc.
Cash 60
Long Term Debt 60
Advances from Affiliates 55
Cash 55
Long Term Debt 5
Cash 5
<PAGE> 19
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
There have been no significant changes in the financial statements of
Central and South West Corporation and subsidiary companies subsequent to
June 30, 1994, other than in the ordinary course of business.
<PAGE> 20
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CAPITALIZATION RATIOS
PER BOOKS AND PRO FORMA
AS OF JUNE 30, 1994
Common
Stock Preferred Long-term
Equity Stock Debt(*)
-------- --------- ---------
Central and South West
Corporation and
Subsidiary Companies
(Consolidated) Per books 47.8% 5.3% 46.9%
Central and South West
Corporation and
Subsidiary Companies
(Consolidated) Pro forma 47.3% 5.3% 47.4%
Central and South West
Corporation Per books 100.0% 0.0% 0.0%
Central and South West
Corporation Pro forma 100.0% 0.0% 0.0%
Central and South West
Services Per books 0.0% 0.0% 100.0%
Central and South West
Services Pro forma 0.0% 0.0% 100.0%
<PAGE> 21
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The notes to consolidated financial statements included in Central and
South West Corporation's 1993 Annual Report on Form 10-K are hereby
incorporated by reference and made a part of this report.
Page
Reference
1993 Annual Report on Form 10-K 53 - 72
<PAGE> 1
EXHIBIT 6
---------
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) 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
_________, 1994 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 address(es) specified below. Proof of service (by
affidavit or, in 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 manner. After said date, the application(s) and/or
declaration(s), as filed or as amended, may be granted and/or permitted to
become effective.
<PAGE> 2
Central and South West Services, Inc. (File No. 70-8459)
Central and South West Services, Inc. ("CSWS"), 1616 Woodall Rogers
Freeway, Dallas, Texas 75202, a Texas corporation and a wholly owned
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"), together with CSW, have filed an
Application-Declaration pursuant to Sections 6(a), 7 and 12 of the Act and
Rules 23, 24 and 45 promulgated thereunder.
CSWS has requested authority through December 31, 1996, to refinance
certain of its long-term assets (the "Assets"), including the CSW headquarters
building located in Dallas, Texas (the "Headquarters Building") by borrowing
up to a total of $60 million from one or more commercial banks or
institutional lenders, or a combination thereof. The Assets, including the
Headquarters Building, are currently financed primarily through the CSW Money
Pool (the "Money Pool"), the short-term borrowing facility for the CSW System.
The proceeds from the borrowings may also be used to prepay an existing
mortgage note on the Headquarters Building. Proceeds from the proposed
borrowings will not be used to finance the acquisition of an exempt wholesale
generator or a foreign utility company as defined in Sections 32 and 33 of the
1935 Act.
By refinancing the Assets on a longer term basis, CSWS will reduce
its outstanding short-term debt levels, better match its assets and
liabilities, and lock in current interest rates as a hedge against possible
future increases in interest rates.
CSWS and CSW have requested authority to refinance the Assets either
through a floating rate loan from a commercial bank or through a fixed rate
private placement of securities to institutional lenders. The choice between
<PAGE> 3
the financing alternatives will depend principally on market conditions. CSWS
will not borrow under either alternative unless the rate and terms are at
least as favorable as those that would be available to a company similar to
CSWS in a similar transaction. Whichever financing alternative is pursued,
CSWS and CSW will not effect borrowings pursuant to this Application-
Declaration until CSWS and CSW have first filed an amendment hereto setting
forth the type of borrowing and the terms and conditions thereof.
As the sole holder of the outstanding common stock of CSWS and as an
inducement to commercial banks or institutional lenders to make loans to CSWS,
it is contemplated that CSW may be required to guarantee the obligations of
CSWS to the lenders. Accordingly, CSW has requested authority to guarantee
the payments due to lenders.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Jonathan G. Katz
Secretary
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
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CENTRAL AND SOUTH WEST CORPORATION CONSOLIDATED FINANCIAL DATA SCHEDULE
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36 36
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<OTHER-ITEMS-CAPITAL-AND-LIAB> 4609 4554
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<INCOME-TAX-EXPENSE> 136 136
<OTHER-OPERATING-EXPENSES> 3140 3140
<TOTAL-OPERATING-EXPENSES> 3276 3276
<OPERATING-INCOME-LOSS> 464 464
<OTHER-INCOME-NET> 99 99
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<NET-INCOME> 293 293
19 19
<EARNINGS-AVAILABLE-FOR-COMM> 274 274
<COMMON-STOCK-DIVIDENDS> 152 152
<TOTAL-INTEREST-ON-BONDS> 215 215
<CASH-FLOW-OPERATIONS> 584 584
<EPS-PRIMARY> 1.45 1.45
<EPS-DILUTED> 1.45 1.45
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000025944
<NAME> CENTRAL AND SOUTH WEST SERVICES
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<TOTAL-ASSETS> 125 125
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<TOTAL-COMMON-STOCKHOLDERS-EQ> 0 0
0 0
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<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
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<OTHER-ITEMS-CAPITAL-AND-LIAB> 120 65
<TOT-CAPITALIZATION-AND-LIAB> 125 125
<GROSS-OPERATING-REVENUE> 0 0
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<OPERATING-INCOME-LOSS> (1) (1)
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<TOTAL-INTEREST-EXPENSE> 0 0
<NET-INCOME> 0 0
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<EARNINGS-AVAILABLE-FOR-COMM> 0 0
<COMMON-STOCK-DIVIDENDS> 0 0
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> (8) (8)
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NAME> CENTRAL AND SOUTH WEST CORPORATION
<NUMBER> 002
<MULTIPLIER> 1,000,000
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<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1994
<PERIOD-END> JUN-30-1994 JUN-30-1994
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<SHORT-TERM-NOTES> 0 0
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<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
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<EPS-PRIMARY> 1.45 1.45
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