File No. 70-7113
70-7218
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 27 (POST-EFFECTIVE) TO
FORM U-1 APPLICATION-DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
___________________________
CSW CREDIT, INC.
1616 Woodall Rodgers Freeway
Dallas, Texas 75202
CENTRAL AND SOUTH WEST CORPORATION
1616 Woodall Rodgers Freeway
Dallas, Texas 75202
(Names of companies filing this statement and addresses
of principal executive offices)
___________________________
CENTRAL AND SOUTH WEST CORPORATION
(Name of top registered holding company parent)
___________________________
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
(Name and addresses of agents for service) CSW Credit, Inc.
("Credit") and Central and South West Corporation ("CSW") hereby amend the
Form U-1 Application-Declarations in File Nos. 70-7218 and 70-7113 (the
"Application-Declarations") in the following respects.
In all other respects the Application-Declarations as previously filed and
amended will remain the same.
Item 1.Description of Proposed Transaction.
By order dated July 19, 1985 (HCAR No. 23767; 70-7113) (the
"Original Order"), the Commission authorized CSW to organize Credit to
purchase the accounts receivable of the operating companies of CSW at a
discount and to finance these purchases with debt. Credit was authorized to
borrow up to $320 million and CSW was authorized to make equity investments in
Credit of up to an aggregate of $80 million, through December 31, 1986.
By order dated July 31, 1986 (HCAR No. 24157; 70-7218) (the "1986
Order"), the Commission authorized the expansion of Credit's business to the
factoring of accounts receivable of nonaffiliated electric utility companies.
In order to finance such transactions, the Commission authorized Credit to
borrow up to an additional $160 million and authorized CSW to make additional
equity investments in Credit of up to an aggregate of $40 million, through
December 31, 1988. The 1986 Order also limited the amount of receivables that
Credit could factor from nonaffiliated electric utilities to the average
amount of receivables purchased annually from affiliated companies.
By order dated February 8, 1988 (HCAR No. 24575; 70-7218; 70-7113)
(the "1988 Order"), the Commission authorized Credit to factor accounts
receivable of nonaffiliated gas or electric utility companies and authorized
Credit to borrow up to $320 million and $304 million to finance the factoring
of affiliate and non-affiliate receivables, respectively. CSW was authorized
to make equity investments in Credit of up to an aggregate of $80 million and
$76 million in connection with the factoring of affiliate and non-affiliate
receivables, respectively. In all other respects, the previously granted
authorities were extended through December 31, 1989.
By order dated December 27, 1989 (HCAR No. 25009; 70-7218, 70-7113)
(the "1989 Order"), the Commission authorized a reduction in the equity ratio
requirement from approximately 20% to no less than 15%.
By order dated August 30, 1990 (HCAR No. 25138; 70-7218, 70-7113)
(the "1990 Order"), the Commission authorized a further reduction in the
equity ratio requirement to no less than 5%.
By order dated December 21, 1990 (HCAR No. 25228; 70-7113, 70-7218)
(the "December 1990 Order"), the Commission extended through December 31,
1991, all previously granted authorities.
By order dated December 24, 1991 (HCAR No. 25443; 70-7218, 70-7113)
(the "1991 Order"), the Commission authorized Credit to borrow up to an
additional $200 million to finance the factoring of associate receivables and
extended the previously granted authorities through December 31, 1992.
By order dated December 9, 1992 (HCAR No. 25698; 70-7218, 70-7113)
(the "1992 Order"), the Commission extended through December 31, 1993, all
previously granted authorities.
By order dated December 21, 1993 (HCAR No. 25959; 70-7218, 70-7113)
(the "1993 Order"), the Commission extended through December 31, 1994, all
previously granted authorities.
By order dated December 16, 1994 (HCAR No. 26190; 70-7218) (the
"1994 Order"), the Commission extended through December 31, 1995 all
previously granted authorities.
<PAGE>
Pursuant to the orders summarized above, the Commission has
authorized Credit, as of September 30, 1995, to borrow $824 million of which
$520 million may be used to purchase receivables of affiliated companies, and
of which $304 million may be used to purchase receivables of non-affiliated
companies. The Commission has also authorized CSW to make equity investments
in Credit of up to an aggregate of $156 million, of which $80 million may be
used to purchase receivables of affiliated companies, and of which $76 million
may be used to purchase receivables of non-affiliated companies. For the
twelve months ended September 30, 1995, Credit had average outstanding
receivables purchased from affiliated companies of $376 million and from
non-affiliated companies of $31 million. As of September 30, 1995, the amount
of remaining authority, including debt and equity, that Credit had available
to purchase receivables from affiliated companies was $224 million and from
non-affiliated companies was $349 million.
The foregoing outstanding receivable purchases from non-affiliated
companies does not include the $335 million average receivable purchases for
the twelve months ended September 30, 1995 from Houston Lighting and Power
Company authorized by order dated December 29, 1992 (HCAR No. 25720; 70-8037).
The specific terms and conditions of these borrowings by Credit are
subject to negotiation with the particular lender or lenders. However,
without prior approval of the Commission, such terms and conditions will be no
less favorable than the following or, with respect to commercial paper, the
equivalent thereof: (1) The principal amount of such borrowings from time to
time outstanding shall bear interest at a rate up to the prime commercial rate
plus 2% of the lending bank. (2) Credit will be required either (a) to keep
an amount equal to 5% of the commitment amount in the form of a depository
relationship with the lending bank or (b) to pay to the lending bank a
commitment fee of 1/2% per annum of the amount of the commitment of such
lending bank. (3) Credit will be allowed to prepay at any time all or any
part of the outstanding principal amount of such borrowings without penalty.
(4) No such borrowings will have a term in excess of 10 years. (5) The other
terms and conditions of the borrowings will be substantially equivalent to
those authorized with respect to the CSW Money Pool (File No. 70-8157).
With respect to factoring of utility accounts receivables, Credit is
subject to a restriction ("50% Restriction") such that the average amount of
receivables from nonassociated companies for the preceding twelve month period
outstanding as of the end of any calendar month would be less than the average
amount of receivables acquired from associated companies outstanding as of the
end of each calendar month during the preceding twelve month period.
Credit and CSW hereby respectfully request an extension through
December 31, 1996, of all previously granted authorities pursuant to the
Original Order, the 1986 Order, the 1988 Order, the 1989 Order, the 1990
Order, the December 1990 Order, the 1991 Order, the 1992 Order, the 1993
Order, and the 1994 Order.
Item 2. Fees, Commissions and Expenses.
An estimate of the fees and expenses to be paid or incurred by
Credit and CSW in connection with the proposed transaction is set forth below:
Holding Company Act filing fee ................$2,000*
Counsel fees:
Milbank, Tweed, Hadley & McCloy
New York, New York .......................... 500
Miscellaneous and incidental
expenses including travel,
telephone and postage ....................... 500
------
TOTAL ....................................$3,000
======
_______________
* Actual Amount.<PAGE>
Item 3. Applicable Statutory Provisions.
Sections 6, 7, 9(a), 10 and 12 of the Act and Rules 23 and 45
thereunder are or may be applicable to the proposed transaction. To the
extent any other sections of the Act may be applicable to the proposed
transactions, Credit and CSW hereby request appropriate orders thereunder.
Item 4. Regulatory Approval.
No state regulatory authority and no federal regulatory authority,
other than the Commission under the Act, have jurisdiction over the proposed
transactions.
Item 5. Procedure.
It is required that the Commission issue and publish no later than
October 20, 1995 the requisite notice under Rule 23 with respect to the filing
of this Application-Declaration, such notice to specify a date not later than
November 10, 1995 as the date after which an order granting and permitting
this Application-Declaration to become effective may be entered by the
Commission and that the Commission enter not later than November 13, 1995, an
appropriate order granting and permitting this Application-Declaration to
become effective.
Credit and CSW respectfully request that appropriate and timely
action be taken by the Commission in this matter so that the authority will be
extended prior to its expiration on December 31, 1995.
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 - Preliminary Opinion of Milbank, Tweed, Hadley &
McCloy, counsel to Credit and CSW (previously filed).
Exhibit 2 - Financial Statements as of September 30, 1995, of
Credit and Central and South West Corporation and
consolidated subsidiaries (to be filed by amendment).
Exhibit 3 - Proposed Notice of Proceeding.
Item 7. Information as to Environmental Effects.
The proposed transaction does not involve major federal action
having a significant effect on the human environment. To the best of CSW's
and Credit's knowledge no federal agency has prepared or is preparing an
environmental impact statement with respect to the proposed transactions.
<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: October 13, 1995
CSW CREDIT, INC.
By:/s/STEPHEN J. MCDONNELL
Stephen J. McDonnell
Vice President
<PAGE>
INDEX TO EXHIBITS
Exhibit Transmission
Number Exhibits Method
- ------- -------- ------------
1 Preliminary Opinion of Milbank, Tweed, ---
Hadley & McCloy, counsel to Credit and
CSW (previously filed).
2 Financial Statements as of September 30, ---
1995, of Credit and Central and South
West Corporation and consolidated
subsidiaries (to be filed by amendment).
3 Proposed Notice of Proceeding. Electronic
<PAGE>
EXHIBIT 3
---------
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35 - )
Filings Under the Public Utility Holding Company Act of 1935 ("Act")
________________, 1995
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) 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 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.
<PAGE>
CSW Credit, Inc. (File No. 70-7113 and 70-7218)
CSW Credit, Inc., 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 with the
Commission pursuant to Sections 6, 7, 9(a), 10 and 12 of the Act and Rules 23
and 45 thereunder.
By order dated July 19, 1985 (HCAR No. 23767; 70-7113) (the
"Original Order"), the Commission authorized CSW to organize Credit to
purchase the accounts receivable of the operating companies of CSW at a
discount and to finance these purchases with debt. Credit was authorized to
borrow up to $320 million and CSW was authorized to make equity investments in
Credit of up to an aggregate of $80 million, through December 31, 1986.
By order dated July 31, 1986 (HCAR No. 24157, 70-7218) (the "1986
Order"), the Commission authorized the expansion of Credit's business to the
factoring of accounts receivable of nonaffiliated electric utility companies.
In order to finance such transactions, the Commission authorized Credit to
borrow up to an additional $160 million and authorized CSW to make additional
equity investments in Credit of up to an aggregate of $40 million, through
December 31, 1988. The 1986 Order also limited the amount of receivables that
Credit could factor from nonaffiliated electric utilities to the average
amount of receivables purchased annually from affiliated companies.
By order dated February 8, 1988 (HCAR No. 24575; 70-7218, 70-7113)
(the "1988 Order"), the Commission authorized Credit to factor accounts
receivable of nonaffiliated gas or electric utility companies and authorized
Credit to borrow up to $320 million and $304 million to finance the factoring
of affiliate and nonaffiliated receivables, respectively. CSW was authorized
to make equity investments in Credit of up to an aggregate of $80 million and
$76 million in connection with the factoring of affiliate and nonaffiliated
receivables, respectively. In all other respects, the previously granted
authorities were extended through December 31, 1989.
By order dated December 27, 1989 (HCAR No. 35-25009; 70-7218, 70-
7113) (the "1989 Order"), the Commission authorized a reduction in the equity
ratio requirement from approximately 20% to no less than 15%.
By order dated August 30, 1990 (HCAR No. 25138; 70-7218; 70-7113)
(the "1990 Order"), the Commission authorized a further reduction in the
equity ratio requirement to no less than 5%.
By order dated December 21, 1990 (HCAR No. 25228; 70-7218, 70-7113)
(the "December 1990 Order"), the Commission extended through December 31,
1991, all previously granted authorities.
By order dated December 24, 1991 (HCAR No. 25443; 70-7218, 70-7113)
(the "1991 Order"), the Commission authorized Credit to borrow up to an
additional $200 million to finance the factoring of associate receivables and
extended the previously granted authorities through December 31, 1992 (the
"1991 Order").
By order dated December 9, 1992 (HCAR No. 25698; 70-7218, 70-7113)
(the "1992 Order"), the Commission extended through December 31, 1993, all
previously granted authorities (the "1992 Order").
By order dated December 21, 1993 (HCAR No. 25959; 70-7218, 70-7113)
(the "1993 Order"), the Commission extended through December 31, 1994, all
previously granted authorities (the "1993 Order").
By order dated December 16, 1994 (HCAR No. 26190; 70-7218) (the
"1994 Order"), the Commission extended through December 31, 1995 all
previously granted authorities.
<PAGE>
Pursuant to the orders summarized above, the Commission has
authorized Credit, as of September 30, 1995, to borrow $824 million of which
$520 million may be used to purchase receivables of affiliated companies, and
of which $304 million may be used to purchase receivables of non-affiliated
companies. The Commission has also authorized CSW to make equity investments
in Credit of up to an aggregate of $156 million, of which $80 million may be
used to purchase receivables of affiliated companies, and of which $76 million
may be used to purchase receivables of non-affiliated companies. For the
twelve months ended September 30, 1995, Credit had average outstanding
receivables purchased from affiliated companies of $376 million and from non-
affiliated companies of $31 million. As of September 30, 1995, the amount of
remaining authority, including debt and equity, that Credit had available to
purchase receivables from affiliated companies was $224 million and from non-
affiliated companies was $349 million.
The foregoing outstanding receivable purchases from non-affiliated
companies does not include the $335 million average receivable purchases for
the twelve months ended September 30, 1995 from Houston Lighting and Power
Company authorized by order dated December 29, 1992 (HCAR No. 25720; 70-8037).
Credit and CSW hereby request an extension through December 31,
1995, of all previously granted authorities pursuant to the Original Order,
the 1986 Order, the 1988 Order, the 1989 Order, the 1990 Order, the December
1990 Order, the 1991 Order, the 1992 Order and the 1993 Order.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Jonathan G. Katz
Secretary
<PAGE>
