File No. 70-7671
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 12 (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)
---------------------------------
Wendy G. Hargus
Treasurer
Central and South West Corporation
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75266-0164
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>
Central and South West Services, Inc. (the "Company"), a Texas
corporation and a wholly-owned service company 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. 12 (this "Amendment") to the Form U-1 Application in File No.
70-7671 (the "Application") for the purpose of amending and restating Items 1,
3, 5 and 6 of the Application to request an extension of the term of the
authority previously granted by the Commission through December 31, 2002. In all
other respects, the Application as previously filed and amended will remain the
same. Item 1. Description of Proposed Transaction.
By order dated August 10, 1990 (HCAR No. 25132) (the "Order"),
the Commission authorized the Company to license and sell to nonassociate
entities through December 31, 1992 specialized computer programs and to provide
support services to licensees and entities that purchased such software. Such
support services were to include program enhancements and problem resolution.
By order dated December 18, 1992 (HCAR No. 25714) (the "First
Supplemental Order"), the Commission authorized the Company to license and sell
to nonassociate entities through December 31, 1994 specialized computer programs
and to provide support services to licensees and entities that purchased such
software. Such support services were to be sold to nonassociate entities for an
amount not less than the Company's cost.
By order dated December 28, 1994 (HCAR No. 26206) (the "Second
Supplemental Order"), the Commission extended the term of the authority granted
to the Company in the Order and the First Supplemental Order and granted the
Company the authority through December 31, 1997 to make expenditures up to $1
million per calendar year and $250,000 per project to develop or change software
for nonassociate entities, to market software, services and reserve computer
capacity and to add up to ten employees to support these activities. The Second
Supplemental Order also authorized the Company to sell reserve computer capacity
(in amounts up to 50% of its total capacity) and provide data management
services to nonassociate entities -- largely customers of its associate public
utility companies.
The Company now respectfully requests that the Commission
extend the term of the authority granted in the Order the First Supplemental
Order and the Second Supplemental Order through December 31, 2002.
Item 3. Applicable Statutory Provisions.
Sections 9(a) and 10 of the Act and Rule 54 thereunder are or
may be applicable to the transactions proposed herein. To the extent that any
other sections of the Act may be applicable to the proposed transactions, the
Company hereby requests appropriate authority thereunder. As this Amendment
merely requests the extension of the term of authority previously granted to the
Company by the Commission, the Commission already has determined that the
proposed transactions are appropriate under the Act.
Rule 54
No proceeds from the proposed transactions will be used by CSW
or any subsidiary thereof for the direct or indirect acquisition of an interest
in an exempt wholesale generator, as defined in Section 32 of the Act, or a
foreign utility company, as defined in Section 33 of the Act. Rule 54
promulgated under the Act states that in determining whether to approve the
issue or sale of a security by a registered holding company for purposes other
than the acquisition of an EWG or a FUCO, or other transactions by such
registered holding company or its subsidiaries other than with respect to EWGs
or FUCOs, the Commission shall not consider the effect of the capitalization or
earnings of any subsidiary which is an EWG or a FUCO upon the registered holding
company system if Rules 53(a), (b) and (c) are satisfied. As set forth below,
all applicable conditions set forth in Rule 53(a) are, and, assuming the
consummation of the transactions proposed herein, will be, satisfied and none of
the conditions set forth in Rule 53(b) exist or will exist as a result of the
transactions proposed herein, thereby satisfying such provision and making Rule
53(c) inapplicable.
CSW's "aggregate investment" (as defined under Rule 53(a) of
the Act) in EWGs and FUCOs as of September 11, 1997 was approximately $923
million, or about 47% of $1,970 million, CSW's average consolidated retained
earnings for the four quarterly periods ended June 30, 1997. CSW thus satisfies
Rule 53(a)(1). CSW will maintain and make available the books and records
required by Rule 53(a)(2). No more than 2% of the employees of CSW's operating
subsidiaries will, at any one time, directly or indirectly, render services to
an EWG or FUCO in which CSW directly or indirectly owns an interest, satisfying
Rule 53(a)(3). And lastly, CSW will submit a copy of Item 9 and Exhibits G and H
of CSW's Form U5S to each of the public service commissions having jurisdiction
over the retail rates of CSW's operating utility subsidiaries, satisfying Rule
53(a)(4). Item 5. Procedure.
The Company respectfully requests that the Commission issue no
later than November 7, 1997 the requisite notice under Rule 23 with respect to
the filing of this Amendment, such notice to specify a date not later than
December 1, 1997, as the date after which an order granting and permitting this
Amendment to become effective may be entered by the Commission and the
Commission enter not later than December 2, 1997, an appropriate order granting
and permitting this Amendment to become effective.
No recommended decision by a hearing officer or any 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
30-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.
Revised
Exhibit 3 - Preliminary Opinion of Milbank, Tweed, Hadley & McCloy
counsel to the Company.
Revised
Exhibit 4 - Financial Statements per books and pro forma as of
June 30, 1997 of the Company.
Revised
Exhibit 5 - Proposed Notice of Proceeding.
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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: November 4, 1997
CENTRAL AND SOUTH WEST SERVICES, INC.
By:/s/WENDY G. HARGUS
Wendy G. Hargus
Treasurer
<PAGE>
INDEX OF EXHIBITS
EXHIBIT TRANSMISSION
NUMBER REVISED EXHIBITS METHOD
- ------- ---------------- ------------
3 Preliminary Opinion of Milbank, Tweed, ___
Hadley & McCloy, counsel to the Company
(previously filed).
4 Proposed Notice of Proceeding ___
(previously filed).
5 Financial Statements per books and pro ___
forma as of June 30, 1997 of the Company
(previously filed).
