File No. 70-8531
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 5 (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. 5 (this "Amendment") to the Form U-1 Application in File No.
70-8531 (the "Application") for the purpose of amending the Application to more
accurately define engineering and construction activities provided by the
Company to nonaffiliated entities and to request that the Company be permitted
to offer environmental licensing, testing, compliance and remediation as well as
equipment maintenance for types of equipment used in the Company's core utility
business to nonaffiliated entities. In all other respects, the Application as
previously filed and amended will remain the same. Item 1. Description of
Proposed Transaction.
By order dated April 26, 1995 (HCAR No. 26280) (the "Order"),
the Commission authorized the Company to use excess resources in its engineering
and construction department, which resources may not be needed to provide
services to affiliates within the CSW system at any given time, to provide power
plant control system procurement, integration and programming services, and
power plant engineering and construction services to non-affiliate utilities
through December 31, 1997.
By order dated December 11, 1997 (HCAR No. 26794) (the "Extension"),
the Commission extended the term of the authority previously granted by the
Commission through December 31, 2002.
The Company respectfully requests that the Commission now
amend the authority granted in the Order, as amended by the Extension, to more
clearly identify the excess engineering and construction services and related
environmental and equipment maintenance services to be provided to nonaffiliated
entities, as specified in Revised Exhibit 1 to this Amendment (the "Services").
The Services encompass technical, operational and management
services and expertise which are essential to the core utility business of the
CSW system, including but not limited to, assistance with environmental
licensing, testing, compliance and remediation, development of energy efficiency
technologies and configuration of projects in the areas of small cogeneration,
steam production and renewable resources as well as equipment maintenance. These
Services have been developed by CSW's highly skilled engineering and
construction staff to respond in cost-effective and creative ways to the needs
and concerns of CSW electric utility subsidiaries and other CSW affiliates such
as CSW Energy, Inc. The Company proposes to offer its Services to non-affiliate
entities, so that they, and in turn, their consumers, may also benefit from the
efficiencies and savings gained from CSW's engineering and construction
expertise and knowledge.
Item 2. Fees, Commissions and Expenses.
An estimate of the fees and expenses to be paid or incurred by
the Company in connection with the proposed transactions is set forth below:
Counsel fees:
Milbank, Tweed, Hadley & McCloy
New York, New York...................$5,000
Miscellaneous and incidental
expenses including travel,
telephone and postage...................500
-------
TOTAL $5,500
========
Item 3. Applicable Statutory Provisions.
Sections 9(a), 10 and 11 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.
Section 9(a) of the Act makes unlawful the acquisition by a
subsidiary of a registered holding company of "any . . . interest in any
business" without the prior approval of the Commission under Section 10 of the
Act. Under Section 10(c)(1), the Commission may not approve the acquisition of
any interest in any business if the proposed acquisition is "detrimental to the
carrying out of the provisions of Section 11" of the Act. Under Section
11(b)(1), the Commission must limit the operations of a public utility holding
company and its subsidiaries to a single integrated public utility system, and
to such other businesses as are reasonably incidental, or economically necessary
or appropriate, to the operations of such integrated public utility system. The
Commission may permit as reasonably incidental, or economically necessary or
appropriate, to the operations of an integrated public utility system the
retention of an interest in any business (other than the business of a public
utility company as such) which the Commission shall find necessary or
appropriate in the public interest or for the protection of investors or
consumers and not detrimental to the proper functioning of such system.
The Commission has previously determined that many of the
Services provided to nonaffiliated entities meet the criteria specified in the
Act. In large part, the proposed Revised Exhibit of Services constitute energy
and technological, operational and management expertise developed in the course
of utility operations and other energy-related areas to maintain and improve the
CSW system and its service to utility customers. Making such Services available
to nonaffiliated entities will allow them to provide better service to consumers
and produce benefits for investors.
In addition, 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 December 31, 1997 was approximately $920
million, or about 48% of $1,934 million, CSW's average consolidated retained
earnings for the four quarterly periods ended September 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). 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,
thereby satisfying Rule 53(a)(4).
Item 4. Regulatory Approval.
No state regulatory authority and no federal regulatory
authority, other than the Commission under the Act, has jurisdiction over the
proposed transaction.
Item 5. Procedure.
The Company respectfully requests that the Commission issue no
later than January 23, 1998 the requisite notice under Rule 23 with respect to
the filing of this Amendment, such notice to specify a date not later than
February 17, 1998, 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 February 18, 1998, 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
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.
Revised
Exhibit 1 - CSW Summary of Services.
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 September 30, 1997 of the Company.
Revised
Exhibit 5 - Proposed Notice of Proceeding.
<PAGE>
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: January 14, 1998
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
- ------- ---------------- ------------
1 CSW Summary of Services. Electronic
3 Preliminary Opinion of Milbank, Tweed, Electronic
Hadley & McCloy, counsel to the Company.
4 Proposed Notice of Proceeding. Electronic
5 Financial Statements per books and pro Electronic
forma as of September 30, 1997
of the Company.
EXHIBIT 1
CSW SUMMARY OF SERVICES
Engineering and Construction
Consulting
Design Engineering
Power Quality
Predictive Maintenance
Energy Efficiency
Field Construction Support and Field Construction
Control System Integration and Engineering
Project Development (Small Cogeneration, Steam Production,
Renewable Resources)
Production Facilities Operation
Instrument Engineering
Electrical Engineering Services
Mechanical Engineering Services
Civil Engineering Services
Procurement Activities
Environmental Services
Gas Emission Equipment Services
Continuous Emission Monitoring System Services
Environmental Laboratory Services
Environmental & Occupational Health Strategic Planning
Environmental & Occupational Health Permitting
Environmental & Occupational Health Management Systems
Environmental & Occupational Health Compliance Management
Equipment Maintenance (limited to types of equipment used by CSW and its
subsidiaries in their core utility business)
Equipment Maintenance, Repair, Overhaul, and Upgrades
Machine Shop Services
Vibration Analysis and Equipment Balancing
Welding and Fabrication
Field Consulting, Service, Repair, Welding, and Machining
EXHIBIT 3
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
January 14, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Central and South West Services, Inc.
Post-Effective Amendment No. 5 to the
Form U-1 Application in File No. 70-8531
Dear Sirs:
We refer to Post-Effective Amendment No. 5 (the "Amendment")
to the Form U-1 Application in File No. 70-8531 (the "Application") under the
Public Utility Holding Company Act of 1935, as amended (the "1935 Act"), filed
by Central and South West Services, Inc. ("CSWS"), a Texas corporation and a
service company subsidiary of Central and South West Corporation, a Delaware
corporation and a registered holding company, to amend its existing authority to
more accurately define engineering and construction services provided by CSWS
and to permit CSWS to offer environmental and equipment maintenance services
related to its core utility business to nonaffiliates from time to time through
December 31, 2002 (the "Transactions"), as more fully described in the
Application and the Amendment. We have acted as counsel for CSWS in connection
with the filing of the Amendment.
We have examined originals, or copies certified to our
satisfaction, of such corporate records of CSWS, certificates of public
officials, certificates of officers and representatives of CSWS and other
documents as we have deemed it 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 and the authenticity of the originals of such latter documents. 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 CSWS
and other appropriate persons and statements contained in the Amendment.
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 proposed Transactions are consummated in accordance with the
Application, as it may be amended, and subject to the assumptions and conditions
set forth below:
1. All state laws applicable to the proposed Transactions as
described in the Application and the Amendment will have been complied
with.
2. The consummation of the proposed Transactions as described
in the Application and the Amendment will not violate the legal rights
of the lawful holders of any securities issued by CSWS or any affiliate
company of CSWS.
The opinions expressed above in respect of the proposed
Transactions as described in the Application and the Amendment are subject to
the following assumptions or conditions:
a. The Transactions shall have been duly authorized and
approved to the extent required by state law by the
Board of Directors of the Companies.
b. The Securities and Exchange Commission shall have
duly entered an appropriate order or orders granting
and permitting the Amendment to become effective with
respect to the Transactions described therein.
c. The Transactions shall have been accomplished in
accordance with required approvals, authorizations,
consents, certificates and orders of any state
commission or regulatory authority with respect
thereto and all such required approvals,
authorizations, consents, certificates and orders
shall have been obtained and remain in effect at the
closing thereof.
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. All legal matters incident to the Transactions 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 Amendment.
Very truly yours,
MILBANK, TWEED, HADLEY & McCLOY
INDEX EXHIBIT 4
TO
FINANCIAL STATEMENTS
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES
Consolidated Balance Sheets - Per Books and Pro Forma
as of September 30, 1997
Consolidated Statement of Income for the Twelve Months Ended
September 30, 1997
Consolidated Statement of Retained Earnings for the Twelve Months Ended
September 30, 1997
CENTRAL AND SOUTH WEST CORPORATION (CORPORATE)
Balance Sheets - Per Books and Pro Forma as of September 30, 1997
Statement of Income for the Twelve Months Ended September 30, 1997
CENTRAL AND SOUTH WEST SERVICES, INC.
Balance Sheets - Per Books and Pro Forma as of September 30, 1997
Statement of Income for the Twelve Months Ended September 30, 1997
Statement of Retained Earnings for the Twelve Months Ended
September 30, 1997
PRO FORMA ADJUSTMENTS TO BALANCE SHEETS
STATEMENT OF CHANGES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF SEPTEMBER 30, 1997
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
--------------------------------
ASSETS
FIXED ASSETS
Electric utility plant
Production $5,825 $5,825
Transmission 1,561 1,561
Distribution 4,352 4,352
General 1,358 1,358
Construction work in progress 169 169
Nuclear fuel 195 195
Other Diversified 191 191
--------------------------------
13,651 13,651
Less - Accumulated depreciation 5,117 5,117
--------------------------------
8,534 8,534
--------------------------------
CURRENT ASSETS
Cash and temporary cash investments 390 390
Accounts receivable 1,208 1,208
Materials and supplies, at average cost 176 176
Electric fuel inventory 71 71
Under-recovered fuel costs 99 99
Prepayments and other 58 58
--------------------------------
2,002 2,002
--------------------------------
DEFERRED CHARGES AND OTHER ASSETS
Deferred plant costs 505 505
Mirror CWIP asset - net 289 289
Other non-utility investments 441 441
Income tax related regulatory assets, net 248 248
Goodwill 1,405 1,405
Other 379 379
--------------------------------
3,267 3,267
--------------------------------
$13,803 $0 $13,803
================================
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF SEPTEMBER 30, 1997
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 212,200,000 shares $743 $743
Paid-in capital 1,039 1,039
Retained earnings 1,815 1,815
Foreign currency translation and other 33 33
--------------------------------
Total Common Stock Equity 3,630 3,630
--------------------------------
Preferred stock
Not subject to mandatory redemption 176 176
Subject to mandatory redemption 26 26
Subsidiary obligated, mandatorily redeemable,
trust preferred securities 323 323
Long-term debt 3,933 3,933
--------------------------------
Total Capitalization 8,088 8,088
--------------------------------
CURRENT LIABILITIES
Long-term debt/preferred stock
due within twelve months 204 204
Short-term debt 439 439
Short-term debt - CSW Credit 849 849
Loan Notes 65 65
Accounts payable 510 510
Accrued taxes 447 447
Accrued interest 129 129
Other 303 303
--------------------------------
2,946 2,946
--------------------------------
DEFERRED CREDITS
Accumulated deferred income taxes 2,235 2,235
Investment tax credits 282 282
Other 252 252
--------------------------------
2,769 2,769
--------------------------------
$13,803 $0 $13,803
================================
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF INCOME
FOR THE TWELVE MONTHS SEPTEMBER 30, 1997
UNAUDITED
(Millions)
OPERATING REVENUES $5,174
-----------
OPERATING EXPENSES AND TAXES
U.S. Electric fuel and purchased power 1,237
United Kingdom Cost of Sales 1,298
Operating and maintenance 1,086
Depreciation and amortization 467
Taxes, other than income 183
Income taxes 151
-----------
4,422
-----------
OPERATING INCOME 752
-----------
OTHER INCOME AND DEDUCTIONS 34
-----------
INCOME BEFORE INTEREST CHARGES 786
-----------
INTEREST AND OTHER CHARGES
Interest on long-term debt 336
Distributions on trust preferred securities 11
Interest on short-term debt and other 77
-----------
424
-----------
INCOME FROM CONTINUING OPERATIONS 361
-----------
DISCONTINUED OPERATIONS
Gain on the sale of discontinued
operations, net of tax of $0.07 7
-----------
INCOME BEFORE EXTRAORDINARY ITEM 368
EXTRAORDINARY ITEM - UK Windfall Profits Tax (176)
-----------
NET INCOME 192
Less: preferred stock dividends 14
Gain on reacquired preferred stock 10
-----------
NET INCOME FOR COMMON STOCK $188
===========
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
FOR THE TWELVE MONTHS SEPTEMBER 30, 1997
UNAUDITED
(Millions)
RETAINED EARNINGS AT SEPTEMBER 30, 1996 $1,996
Add: Net income for common stock 188
-----------
2,184
-----------
Deduct: Common stock dividends 369
Retained earnings adjustment 0
-----------
RETAINED EARNINGS AT SEPTEMBER 30, 1997 $1,815
===========
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF SEPTEMBER 30, 1997
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
--------------------------------
ASSETS
FIXED ASSETS
Electric utility plant
General $1 $1
Less - Accumulated depreciation (1) (1)
--------------------------------
NET PLANT 0 0
INVESTMENTS IN COMMON STOCK
OF SUBSIDIARY COMPANIES (at equity) 3,951 3,951
--------------------------------
CURRENT ASSETS
Cash and temporary cash investments 2 2
Accounts and interest receivable - Affiliated 128 128
Prepayments and other 4 4
--------------------------------
134 134
--------------------------------
DEFERRED CHARGES AND OTHER ASSETS 14 14
--------------------------------
$4,099 $0 $4,099
================================
CAPITALIZATION
Common Stock Equity -
Common stock, $3.50 par value;
authorized 350,000,000 shares;
issued and outstanding 212,200,000 shares $743 $743
Paid-in capital 1,039 1,039
Retained earnings 1,815 1,815
Foreign currency translation and other 5 5
--------------------------------
Total Common Stock Equity 3,602 3,602
--------------------------------
Long-term debt 0 0
--------------------------------
Total Capitalization 3,602 3,602
--------------------------------
CURRENT LIABILITIES
Short-term debt 439 439
Accounts payable and other 60 60
--------------------------------
499 499
--------------------------------
DEFERRED CREDITS (2) (2)
--------------------------------
$4,099 $0 $4,099
================================
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
STATEMENT OF INCOME
FOR THE TWELVE MONTHS SEPTEMBER 30, 1997
UNAUDITED
(Millions)
INCOME
Equity in earnings of subsidiaries
Central Power and Light Company $122
Public Service Company of Oklahoma 55
Southwestern Electric Power Company 96
West Texas Utilities Company 24
SEEBOARD U.S.A. (58)
CSW Credit, Inc. 9
CSW Energy, Inc. 6
CSW Leasing, Inc. 1
CSW International, Inc. (4)
CSW Communications, Inc. (7)
Enershop Inc. (2)
Central and South West Services, Inc. 0
Other Income 21
----------
$263
----------
EXPENSES AND TAXES
General and administrative expenses 65
Depreciation and amortization expense 1
Interest expense 38
Taxes, other than income 2
Federal income taxes (24)
----------
82
----------
DISCONTINUED OPERATIONS
Gain on sale of discontinued operations, net of
tax of $0.07 7
----------
NET INCOME $188
==========
<PAGE>
CENTRAL AND SOUTH WEST SERVICES, INC.
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF SEPTEMBER 30, 1997
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
--------------------------------
ASSETS
General plant $117 $117
Less - Accumulated depreciation 32 32
--------------------------------
85 85
--------------------------------
CURRENT ASSETS
Cash and temporary investments 1 1
Accounts receivable affiliated 21 21
Accounts receivable non-affiliated 3 3
Prepayments and other 16 16
--------------------------------
41 41
--------------------------------
DEFERRED CHARGES AND OTHER ASSETS 4 4
--------------------------------
$130 $0 $130
================================
<PAGE>
CENTRAL AND SOUTH WEST SERVICES, INC.
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF SEPTEMBER 30, 1997
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
--------------------------------
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Long-term debt $60 $60
--------------------------------
Total capitalization 60 60
--------------------------------
CURRENT LIABILITIES
Accounts payable non-affiliated 12 12
Advances from affiliates and other 35 35
--------------------------------
47 47
--------------------------------
DEFERRED CREDITS 23 23
--------------------------------
$130 $0 $130
================================
<PAGE>
CENTRAL AND SOUTH WEST SERVICES, INC.
STATEMENT OF INCOME
FOR THE TWELVE MONTHS SEPTEMBER 30, 1997
UNAUDITED
(Millions)
OPERATING REVENUE $0
-----------
OPERATING EXPENSES AND TAXES
Fuel Expense 3
Other Operating 186
Maintenance 4
Depreciation and amortization 9
Taxes, other than income taxes 8
Income taxes 1
-----------
211
-----------
OPERATING INCOME (211)
-----------
OTHER INCOME AND DEDUCTIONS 217
-----------
INCOME BEFORE INTEREST CHARGES 6
-----------
INTEREST CHARGES 6
-----------
NET INCOME FOR COMMON STOCK $0
===========
<PAGE>
CENTRAL AND SOUTH WEST SERVICES, INC.
STATEMENT OF RETAINED EARNINGS
FOR THE TWELVE MONTHS SEPTEMBER 30, 1997
UNAUDITED
(millions)
RETAINED EARNINGS AT SEPTEMBER 30, 1996 $0
Add: Net income (loss) for common stock 0
-----------
RETAINED EARNINGS AT SEPTEMBER 30, 1997 $0
===========
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
PRO FORMA ADJUSTMENTS TO BALANCE SHEETS
SEPTEMBER 30, 1997
UNAUDITED
(Millions)
DR CR
---------------
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES
None
CENTRAL AND SOUTH WEST CORPORATION (CORPORATE)
None
CENTRAL AND SOUTH WEST SERVICES, INC.
None
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF CHANGES
There have been no significant changes in the financial statements of
Central and South West Corporation and subsidiary companies subsequent to
September 30, 1997, other than in the ordinary course of business. However, on
December 22, 1997 American Electric Power Company and Central and South West
Corporation announced a proposed merger of the two companies. For details on
the proposed merger see CSW's current report on Form 8-K dated December 22,
1997.
<PAGE>
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 1996 Combined Annual Report on Form 10-K are hereby
incorporated by reference and made a part of this report.
Page
Reference
1996 Combined Annual Report on Form 10-K pages 2-39 through 2-71
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<CAPITAL-SURPLUS-PAID-IN> 1,039
<RETAINED-EARNINGS> 1,820
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3,602
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 439
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 58
<TOT-CAPITALIZATION-AND-LIAB> 4,099
<GROSS-OPERATING-REVENUE> 0
<INCOME-TAX-EXPENSE> (24)
<OTHER-OPERATING-EXPENSES> 68
<TOTAL-OPERATING-EXPENSES> 44
<OPERATING-INCOME-LOSS> (44)
<OTHER-INCOME-NET> 263
<INCOME-BEFORE-INTEREST-EXPEN> 219
<TOTAL-INTEREST-EXPENSE> 38
<NET-INCOME> 188
0
<EARNINGS-AVAILABLE-FOR-COMM> 188
<COMMON-STOCK-DIVIDENDS> 368
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 97
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<CIK> 0000025944
<NAME> CENTRAL AND SOUTH WEST SERVICES
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> Dec-31-1997
<PERIOD-END> Sep-30-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 85
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 41
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 4
<TOTAL-ASSETS> 130
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 0
<TOTAL-COMMON-STOCKHOLDERS-EQ> 0
0
0
<LONG-TERM-DEBT-NET> 60
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 70
<TOT-CAPITALIZATION-AND-LIAB> 130
<GROSS-OPERATING-REVENUE> 0
<INCOME-TAX-EXPENSE> 1
<OTHER-OPERATING-EXPENSES> 210
<TOTAL-OPERATING-EXPENSES> 211
<OPERATING-INCOME-LOSS> (211)
<OTHER-INCOME-NET> 217
<INCOME-BEFORE-INTEREST-EXPEN> 6
<TOTAL-INTEREST-EXPENSE> 6
<NET-INCOME> 0
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 2
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
EXHIBIT 5
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35 - _______________)
Filings Under the Public Utility Holding Company Act of 1935 ("Act")
________________, 1998
Notice is hereby given that the following filing(s) has/have
been made with the Commission pursuant to the 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
__________, 1998 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 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.
Central and South West Services, Inc. (70-8531)
Central and South West Services, Inc. ("CSWS"), a service
company subsidiary of Central and South West Corporation, a registered holding
company, has filed an post-effective amendment to the Form U-1 Application in
this file under Sections 9(a), 10 and 11 of the Act and Rule 54 thereunder, in
which amendment CSWS seeks to amend its existing authority to more accurately
define engineering and construction services provided by CSWS to nonaffiliated
entities and to permit CSWS to offer to nonaffiliated entities environmental and
equipment maintenance services related to its core utility business, as
specified in Revised Exhibit 1 to the Amendment.
By order dated April 26, 1995 (HCAR No. 26280) (the "Order"),
the Commission authorized CSWS to use excess resources in its engineering and
construction department, which resources may not be needed to provide services
to affiliates within the CSW system at any given time, to provide power plant
control system procurement, integration and programming services, and power
plant engineering and construction services to nonaffiliated utilities through
December 31, 1997.
By order dated December 11, 1997 (HCAR No. 26794) (the
"Extension"), the Commission extended the term of the authority granted in the
Order through December 31, 2002.
CSWS respectfully requests that the Commission amend the
authority granted in the Order, as amended by the Extension, to more clearly
identify the excess engineering and construction services and related
environmental and equipment maintenance services to be provided to nonaffiliated
entities, as specified in Revised Exhibit 1 to this proposed Amendment (the
"Services").
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Jonathan G. Katz
Secretary
