File Nos. 70-7218
70-7113
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 34 (POST-EFFECTIVE) TO
FORM U-1 APPLICATION-DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
--------------------------
CSW CREDIT, INC.
1616 Woodall Rogers Freeway
P.O. Box 660164
Dallas, Texas 75202
CENTRAL AND SOUTH WEST CORPORATION
1616 Woodall Rogers Freeway
P.O. Box 660164
Dallas, Texas 75202
(Names of companies filing this application and
address of principal executive offices)
--------------------------
CENTRAL AND SOUTH WEST CORPORATION
(Name of top registered holding company parent)
--------------------------
Wendy G. Hargus
Treasurer
Central and South West Corporation
1616 Woodall Rogers Freeway
P.O. Box 660164
Dallas, Texas 75202
Joris M. Hogan
Milbank, Tweed, Hadley & McCloy
One Chase Manhattan Plaza
New York, New York 10005-1413
(Names and addresses of agents for service)
<PAGE>
Central and South West Corporation, a Delaware corporation
("CSW") and a registered holding company under the Public Utility Holding
Company Act of 1935, as amended (the "Act"), and CSW Credit, Inc., a Texas
corporation and a wholly-- owned non-utility subsidiary of CSW ("CSW Credit"),
hereby amend the Form U-1 Application-Declarations in File Nos. 70-7218 & 70--
7113 (the "Application-Declarations") and restate 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 the
Proposed Transaction.
CSW owns all of the common stock of four domestic electric
operating subsidiaries, Central Power and Light Company, Public Service Company
of Oklahoma, Southwestern Electric Power Company and West Texas Utilities
Company (collectively, the "CSW Operating Companies"). CSW's other subsidiaries
include CSW Energy, Inc., CSW Credit, CSW Leasing, Inc., Central and South West
Services, Inc., CSW Communications, Inc., EnerShop Inc. and SEEBOARD plc.
By order dated July 19, 1985, HCAR No. 23717; 70-7113 (the
"Original Order"), the Commission authorized CSW to organize CSW Credit for the
purposes of factoring the accounts receivable of the CSW Operating Companies
through December 31, 1986. Pursuant to the Original Order, CSW Credit was
authorized to borrow up to $320 million and CSW was authorized to make equity
investments in CSW Credit up to $80 million.
By order dated July 31, 1986, HCAR No. 24157; 70-7218
(the "1986 Order"), the Commission authorized the expansion of
<PAGE>
the scope of CSW Credit's permissible activities to include the factoring of
receivables of non-associate utilities. To finance these transactions, the
Commission authorized CSW Credit to borrow up to an additional $160 million and
permitted CSW to make additional equity investments in CSW Credit of up to $40
million to maintain CSW Credit's equity-to-debt capitalization ratio. The 1986
Order also provided that CSW Credit would limit its acquisition of utility
receivables from non-associate utilities so that the average amount of such
receivables for the preceding 12-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 12-month period (the "50% Restriction").
By order dated February 8, 1988, HCAR No. 24575; 70-7218,
70-7113 (the "1988 Order"), the provisions of the Original Order and the 1986
Order were extended through December 31, 1989, with specified authorized levels
of borrowings and related equity investments. Specifically, the Commission
authorized CSW Credit to factor accounts receivable of non-associate gas or
electric utility companies and borrow up to $320 million and $304 million to
finance the factoring of associate and non-associate receivables, respectively.
CSW was authorized to make equity investments in CSW Credit of up to an
aggregate of $80 million and $76 million in connection with the factoring of
associate and non-associate receivables, respectively.
2
<PAGE>
By order dated December 27, 1989, HCAR No. 25009; 70-- 7218 &
70-7113 (the "1989 Order"), the Commission authorized a reduction in CSW
Credit's equity-to-debt capitalization from approximately 20% to not less than
15%. In all other respects, the previously granted authority was extended
through December 31, 1990.
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-to-debt capitalization to not less than 5%.
By order dated December 21, 1990, HCAR No. 25228; 70-- 7218 &
70-7113 (the "December 1990 Order"), the Commission extended CSW Credit's
existing authority through December 31, 1991.
By order dated December 24, 1991, HCAR No. 25443; 70-- 7218 &
70-7113 (the "1991 Order"), the Commission authorized CSW Credit to borrow up to
an additional $200 million to finance the factoring of associate receivables. In
all other respects, the previously granted authority was extended through
December 31, 1992.
By order dated December 9, 1992, HCAR No. 25698; 70-- 7218 &
70-7113 (the "1992 Order"), the Commission extended CSW Credit's existing
authority through December 31, 1993.
By order dated December 21, 1993, HCAR No. 25959; 70-- 7218 &
70-7113 (the "1993 Order"), the Commission extended CSW Credit's existing
authority through December 31, 1994.
3
<PAGE>
By order dated December 16, 1994, HCAR No. 26190; 70-- 7218 &
70-7113 (the "1994 Order"), the Commission extended CSW Credit's existing
authority through December 31, 1995.
By order dated December 22, 1995, HCAR No. 26437; 70-- 7218 &
70-7113 (the "1995 Order"), the Commission extended CSW Credit's existing
authority through December 31, 1996.
CSW and CSW Credit hereby respectfully request an extension
through December 31, 2000 of all previously granted authority 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, the
1994 Order and the 1995 Order. Item 2. Fees, Commissions and Expenses.
The estimate of the approximate amount of fees and expenses
payable in connection with the transactions is as follows:
Holding Company Act filing fee $ 2,000*
Counsel fees
Milbank, Tweed, Hadley & McCloy $ 4,000
Miscellaneous and incidental
expenses including travel,
telephone and postage $ 1,000
------
TOTAL $ 7,000
======
- ---------------
* Actual Amount
No transactional fees or commissions will be paid to any
associate or affiliate company of CSW in connection with the proposed
activities.
4
<PAGE>
Item 3. Applicable Statutory Provisions.
Sections 6, 7, 9, 10 and 12 and Rule 45 under the Act are or
may be applicable with respect to the proposed activities.
To the extent that the proposed transactions are considered by
the Commission to require authorization, approval or exemption under any section
of the Act or provision of the rules or regulations other than those
specifically referred to herein, request for such authorization, approval or
exemption is hereby made.
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 ("EWG"),
or a foreign utility company, as defined in Section 33 of the Act ("FUCO"). 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 Rule 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.
5
<PAGE>
CSW's "aggregate investment" (as defined under Rule 53(a) of
the Act) in EWGs and FUCOs as of September 30, 1996 was approximately $864
million, or about 46% of CSW's "consolidated retained earnings" as of June 30,
1996. 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).
None of the conditions described in Rule 53(b) exist with
respect to CSW or any of its subsidiaries, thereby satisfying
such rule and making Rule 53(c) inapplicable.
Item 4. Regulatory Approval.
No approvals from any other governmental agency are necessary
for the proposed activities described herein.
Item 5. Procedure.
The Commission issued and published on November 8, 1996, the
requisite notice under Rule 23 with respect to the filing of this
Application-Declaration. Such notice specified December 2, 1996 as the date
after which an order granting and permitting this Application-Declaration to
become effective may be entered by the Commission. CSW and Credit request that
the Commission enter not later than December 24, 1996, an appropriate
6
<PAGE>
order granting and permitting this Application-Declaration to
become effective.
No recommended decision by a hearing officer or other
responsible officer of the Commission is necessary or required in this matter.
The Division of Investment Management of the Commission may assist in the
preparation of the Commission's decision in this matter. There should be no
thirty day waiting period between the issuance and the effective date of any
order issued by the Commission in this matter, and it is respectfully requested
that any such order be made effective immediately upon the entry thereof. Item
6. Exhibits and Financial Statements.
Exhibit 1 - Preliminary Opinion of Milbank,
Tweed, Hadley & McCloy, counsel to the
Company.
Exhibit 2 - Proposed Notice of Proceeding
(previously filed).
Exhibit 3 - Financial Statements of Central and
South West Corporation and its
subsidiaries per books as of
September 30, 1996.
Item 7. Information as to Environmental Effects.
The proposed transactions do not constitute a major federal
action having a significant effect on the quality of the human environment.
7
<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: December 11, 1996
CENTRAL AND SOUTH WEST CORPORATION
By:/s/WENDY G. HARGUS
Wendy G. Hargus
Treasurer
8
<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: December 11, 1996
CSW CREDIT, INC.
By:/s/STEPHEN D. WISE
Stephen D. Wise
Treasurer
9
<PAGE>
EXHIBIT INDEX
Exhibit Exhibit Transmission
Number Method
1 Preliminary Opinion of Milbank, Tweed, Electronic
Hadley & McCloy, counsel to the Company.
2 Proposed Notice of Proceeding Electronic
(previously filed).
3 Financial Statements of Central and South Electronic
West Corporation and its subsidiaries per
books as of September 30, 1996.
10
<PAGE>
EXHIBIT 1
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
December 11, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Central and South West Corporation, et al.
Amendment No. 34 (Post-Effective) to
Form U-1 Application-Declaration
Dear Sirs:
We refer to Amendment No. 34 (Post-Effective) to the Form U-1
Application-Declaration (the "Application") under the Public Utility Holding
Company Act of 1935, as amended (the "1935 Act"), filed by Central and South
West Corporation ("CSW"), a Delaware corporation and a registered holding
company, and CSW Credit, Inc. ("Credit" and, collectively with CSW, the
"Companies"), a Texas corporation and a wholly-owned subsidiary of CSW. The
Application relates to the Companies' request to extend Credit's authority under
the 1935 Act to factor the accounts receivables of associate and non-associate
companies and authority of CSW and Credit to finance Credit's factoring business
(the "Factoring and Financing Transactions"), as more fully described in the
Application. We have acted as special counsel for the Companies in connection
with the filing of the Application.
We have examined originals, or copies certified to our
satisfaction, of such corporate records of the Companies, certificates of public
officials, certificates of officers and representatives of the Companies 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. 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 the Companies and other appropriate persons and
statements contained in the Application.
<PAGE>
Based upon the foregoing, and having regard to legal
considerations which we deem relevant, we are of the opinion that, in the event
the proposed Factoring and Financing 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 Factoring and
Financing Transactions as described in the Application will have been
complied with.
2. The consummation of the proposed Factoring and Financing
Transactions as described in the Application will not violate the legal
rights of the lawful holders of any securities issued by the Companies
or any associate company of the Companies.
The opinions expressed above in respect of the proposed
Factoring and Financing Transactions as described in the Application are subject
to the following assumptions or conditions:
a. The Factoring and Financing 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 Application to become effective
with respect to the Factoring and Financing
Transactions described therein.
c. The Factoring and Financing 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.
We hereby consent to the use of this opinion as an exhibit to
the Application.
Very truly yours,
MILBANK, TWEED, HADLEY & McCLOY
JMH/GWG
<PAGE>
INDEX EXHIBIT 3
TO
FINANCIAL STATEMENTS Page
Number
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES
Consolidated Balance Sheets - Per Books and Pro Forma
as of September 30, 1996 2 - 3
Consolidated Statement of Income for the Twelve Months Ended
September 30, 1996 4
Consolidated Statement of Retained Earnings for the Twelve Months
Ended September 30, 1996 5
Statements of Long-Term Debt Outstanding as of September 30, 1996 6 - 9
Statements of Preferred Stock Outstanding as of September 30, 1996 10
CENTRAL AND SOUTH WEST CORPORATION (CORPORATE)
Balance Sheets - Per Books and Pro Forma as of September 30, 1996 11
Statement of Income for the Twelve Months Ended September 30, 1996 12
CSW CREDIT, INC.
Balance Sheets - Per Books and Pro Forma as of September 30, 1996 13
Statement of Income for the Twelve Months Ended September 30, 1996 14
Statement of Retained Earnings for the Twelve Months Ended
September 30, 1996 15
PRO FORMA ADJUSTMENTS TO BALANCE SHEETS 16
STATEMENT OF CHANGES 17
CAPITALIZATION RATIOS - Per books and Pro forma 18
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 19
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF SEPTEMBER 30, 1996
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
-------- ----------- --------
ASSETS
FIXED ASSETS
Electric utility plant
Production $5,833 $5,833
Transmission 1,521 1,521
Distribution 4,040 4,040
General 1,297 1,297
Construction work in progress 203 203
Nuclear fuel 175 175
Other Diversified 57 57
-------- -------- --------
13,126 13,126
Less - Accumulated depreciation 4,820 4,820
-------- -------- --------
8,306 8,306
-------- -------- --------
CURRENT ASSETS
Cash and temporary cash investments 422 422
Special Deposits 60 60
Accounts receivable 1,216 1,216
Materials and supplies, at average cost 179 179
Electric fuel inventory, substantially at
average cost 111 111
Prepayments and other 164 164
-------- -------- --------
2,152 2,152
-------- -------- --------
DEFERRED CHARGES AND OTHER ASSETS
Deferred plant costs 505 505
Mirror CWIP asset - net 302 302
Other non-utility investments 292 292
Income tax related regulatory assets, net 239 239
Goodwill 1,374 1,374
Other 422 422
-------- -------- --------
3,134 3,134
-------- -------- --------
$13,592 $0 $13,592
======== ======== ========
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF SEPTEMBER 30, 1996
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 210,800,000 shares $737 $737
Paid-in capital 999 999
Retained earnings 1,996 1,996
Foreign currency translation adjustment (3) (3)
-------- -------- --------
Total Common Stock Equity 3,729 3,729
Preferred stock
Not subject to mandatory redemption 293 293
Subject to mandatory redemption 32 32
Long-term debt 4,315 4,315
-------- -------- --------
Total Capitalization 8,369 8,369
-------- -------- --------
CURRENT LIABILITIES
Long-term debt/preferred stock
due within twelve months 65 65
Short-term debt 378 378
Short-term debt - CSW Credit 809 809
Loan Notes 97 97
Accounts payable 457 457
Accrued taxes 451 451
Accrued interest 74 74
Other 175 175
-------- -------- --------
2,506 2,506
-------- -------- --------
DEFERRED CREDITS
Accumulated deferred income taxes 2,229 2,229
Investment tax credits 295 295
Other 193 193
-------- -------- --------
2,717 2,717
-------- -------- --------
$13,592 $0 $13,592
======== ======== ========
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1996
UNAUDITED
(Millions)
OPERATING REVENUES $4,806
--------
OPERATING EXPENSES AND TAXES
Fuel and purchased power 1,193
United Kingdom Cost of Sales 1,118
Other operating 719
Maintenance 154
Depreciation and amortization 454
Taxes, other than income 177
Income taxes 233
--------
4,048
--------
OPERATING INCOME 758
--------
OTHER INCOME AND DEDUCTIONS (45)
--------
(45)
INCOME BEFORE INTEREST CHARGES 713
--------
INTEREST CHARGES
Interest on long-term debt 300
Interest on short-term debt and other 99
--------
399
--------
INCOME FROM CONTINUING OPERATIONS 314
DISCONTINUED OPERATIONS
Income from discontinued operations, net
of tax 23
Gain on the sale of discontinued
operations, net of tax 113
--------
136
--------
NET INCOME 450
Preferred stock dividends 18
--------
NET INCOME FOR COMMON STOCK $432
========
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1996
UNAUDITED
(Millions)
RETAINED EARNINGS AT SEPTEMBER 30, 1995 $1,914
Add: Net income for common stock 432
--------
2,346
Deduct: Common stock dividends 348
Retained earnings adjustment 2
--------
RETAINED EARNINGS AT SEPTEMBER 30, 1996 $1,996
========
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING
AS OF SEPTEMBER 30, 1996
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 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
Series KK, 6-5/8%, due July 1, 2005 200
Installment sales agreements -
Pollution control bonds
Series 1984, 7-7/8%, due September 15, 2014 6
Series 1986, 7-7/8%, due December 1, 2016 60
Series 1993, 6%, due July 1, 2028 120
Series 1995, 6-1/10%, due July 1, 2028 101
Series 1995, variable, due November 1, 2015 41
Unamortized discount (6)
Unamortized costs of reacquired debt (91)
--------
$1,522
--------
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF SEPTEMBER 30, 1996
UNAUDITED
(Millions)
PUBLIC SERVICE COMPANY OF OKLAHOMA
First mortgage bonds -
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
Long-term note
Series A-1, 5.89%, due December 15, 2000 10
Series A-2, 5.91%, due March 1, 2001 6
Series A-3, 6.02%, due March 1, 2001 5
Series A-4, 6.02%, due March 1, 2001 9
Series A-5, 6.43%, due March 30, 2000 10
Installment sales agreements -
Pollution control bonds
Series A, 5.9%, due December 1, 2007 35
Series 1984 7-7/8, due September 15, 2014 12 *
Unamortized discount (4)
Unamortized costs of reacquired debt (18)
--------
* Rounded down from 12,660,000 $420
--------
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF SEPTEMBER 30, 1996
UNAUDITED
(Millions)
SOUTHWESTERN ELECTRIC POWER COMPANY
First mortgage bonds -
Series V, 7-3/4%, due June 1, 2004 $40
Series W, 6-1/8%, due September 1, 1999 40
Series X, 7%, due September 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
Series 1986, 8.2%, due July 1, 2014 82
1991 Series A, 8.2%, due August 1, 2011 17
1991 Series B, 6.9%, due November 1, 2004 12
Series 1992, 7.6%, due January 1, 2019 54
Bank loan, variable rate, due June 15, 2000 50
Railcar lease obligations 11
Unamortized premium 1
Unamortized costs of reacquired debt (44)
Amount to be redeemed within one year (4)
--------
$596
--------
WEST TEXAS UTILITIES COMPANY
First mortgage bonds -
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
Series T, 7-1/2%, due April 1, 2000 40
Series U, 6-3/8%, due October 1, 2005 80
Installment sales agreement -
Pollution control bonds
Series 1984, 7-7/8%, due September 15, 2014 44
Unamortized discount and premium (1)
Unamortized costs of reacquired debt (29)
--------
$274
--------
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF SEPTEMBER 30, 1996
UNAUDITED
(millions)
CSW U.K. GROUP
Long-term debt facility, floating rate, due 2001 $729
Eurobond, 8-1/2%, due October 3, 2005 156
Eurobond, 8-7/8%, due September 27, 2006 156
Notes, 6.95%, due August 1, 2001 * 202
Notes, 7.45%, due August 1, 2006 * 202
Unamortized discount and premium (2)
--------
$1,443
--------
* The $202 million amounts result from a U.S.
dollar to British pound cross currency swap
and the subsequent translation of those pounds
back into U.S. dollars for U.S. reporting
purposes.
CENTRAL AND SOUTH WEST SERVICES, INC.
Term loan facility, Variable rate, due
December 1, 2001 60
--------
$60
--------
TOTAL CONSOLIDATED $4,315
========
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF PREFERRED STOCK OUTSTANDING
AS OF SEPTEMBER 30, 1996
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 7
7.12% Series, 260,000 shares 26
8.72% Series, 500,000 shares 50
Auction Money Market, 750,000 shares 75
Auction Series A, 425,000 shares 43
Auction Series B, 425,000 shares 43
Issuance expense (3)
--------
$251
--------
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 $293
========
SUBJECT TO MANDATORY REDEMPTION
SOUTHWESTERN ELECTRIC POWER COMPANY
6.95% Series, 352,000 shares $34
Amount to be redeemed within one year (2)
--------
Total Consolidated $32
========
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF SEPTEMBER 30, 1996
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
-------- ----------- --------
ASSETS
FIXED ASSETS
Electric utility plant
General $4 $4
Less - Accumulated depreciation (1) (1)
-------- -------- --------
NET PLANT 3 3
INVESTMENTS IN COMMON STOCK
OF SUBSIDIARY COMPANIES (at equity) 3,914 3,914
-------- -------- --------
CURRENT ASSETS
Cash and temporary cash investments 5 5
Advances to affiliates 208 208
Accounts receivable - Affiliated 162 162
Prepayments and other 8 8
-------- -------- --------
383 383
-------- -------- --------
DEFERRED CHARGES AND OTHER ASSETS 58 58
-------- -------- --------
$4,358 $0 $4,358
======== ======== ========
CAPITALIZATION
Common Stock Equity -
Common stock, $3.50 par value;
authorized 350,000,000 shares;
issued and outstanding 210,800,000 shares $737 $737
Paid-in capital 999 999
Retained earnings 1,996 1,996
-------- -------- --------
Total Common Stock Equity 3,732 3,732
-------- -------- --------
Long-term debt 0 0
-------- -------- --------
Total Capitalization 3,732 3,732
-------- -------- --------
CURRENT LIABILITIES
Short-term debt 378 378
Accounts payable and other 214 214
-------- -------- --------
592 592
-------- -------- --------
DEFERRED CREDITS 34 34
-------- -------- --------
$4,358 $0 $4,358
======== ======== ========
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1996
UNAUDITED
(Millions)
INCOME
Equity in earnings of subsidiaries
Central Power and Light Company $152
Public Service Company of Oklahoma 35
Southwestern Electric Power Company 73
West Texas Utilities Company 17
SEEBOARD plc 62
Transok, Inc. 22
CSW Credit, Inc. 8
CSW Energy, Inc. (9)
CSW Leasing, Inc. 1
CSW International, Inc. (4)
CSW Communications, Inc. (3)
Enershop Inc. (1)
Central and South West Services, Inc. 0
Other Income 53
--------
$406
--------
EXPENSES AND TAXES
General and administrative expenses 32
Interest expense 59
Federal income taxes (4)
--------
87
--------
DISCONTINUED OPERATIONS
Gain on sale of discontinued operations, net of tax 113
--------
NET INCOME $432
========
<PAGE>
CSW CREDIT, INC.
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF SEPTEMBER 30, 1996
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
-------- ----------- --------
ASSETS
CURRENT ASSETS
Cash and temporary cash investments 6 6
Accounts receivable - affiliated 397 397
Accounts receivable - nonaffiliated 486 486
Prepayments and other 3 3
-------- -------- --------
892 892
-------- -------- --------
$892 $0 $892
======== ======== ========
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Common stock, no par;
authorized 1,000 shares;
issued and outstanding 255 shares $0 $0
Paid-in capital 61 61
Retained earnings 0 0
-------- -------- --------
Total common stock equity 61 61
-------- -------- --------
Total capitalization 61 61
-------- -------- --------
CURRENT LIABILITIES
Short-term debt 809 809
Accounts payable - affiliated 3 3
Accrued taxes 2 2
Other 21 21
-------- -------- --------
835 835
-------- -------- --------
-------- -------- --------
DEFERRED CREDITS (4) (4)
-------- -------- --------
$892 $0 $892
======== ======== ========
<PAGE>
CSW CREDIT, INC.
STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1996
UNAUDITED
(Millions)
TOTAL REVENUE $72
--------
OPERATING EXPENSES AND TAXES
Operating 20
Income taxes 4
--------
24
--------
OPERATING INCOME 48
--------
OTHER INCOME AND DEDUCTIONS
Other (1)
--------
(1)
--------
INCOME BEFORE INTEREST CHARGES 47
--------
INTEREST CHARGES
Interest on short-term debt and other 39
--------
39
--------
NET INCOME 8
PREFERRED STOCK DIVIDENDS 0
--------
NET INCOME FOR COMMON STOCK $8
========
<PAGE>
CSW CREDIT, INC.
STATEMENT OF RETAINED EARNINGS
FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1996
UNAUDITED
(Millions)
RETAINED EARNINGS AT SEPTEMBER 30, 1995 $0
Add: Net income (loss) for common stock 8
--------
8
Deduct: Common stock dividends 8
--------
RETAINED EARNINGS AT SEPTEMBER 30, 1996 $0
========
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
PRO FORMA ADJUSTMENTS TO BALANCE SHEETS
SEPTEMBER 30, 1996
UNAUDITED
(Millions)
DR CR
-------- --------
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES
None
CENTRAL AND SOUTH WEST CORPORATION (CORPORATE)
None
CSW CREDIT, 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, 1996, other than in the ordinary course of business. See CSW
Combined Quarterly Report on Form 10-Q for the quarter ended September 30,
1996.
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CAPITALIZATION RATIOS
PER BOOKS AND PRO FORMA
AS OF SEPTEMBER 30, 1996
Common
Stock Preferred Long-term
Equity Stock Debt
-------- -------- --------
Central and South West Corporation
and Subsidiary Companies
(Consolidated) Per books 44.6% 3.9% 51.6%
Central and South West Corporation
and Subsidiary Companies
(Consolidated) Pro forma 44.6% 3.9% 51.6%
Central and South West Corporation (Corporate)
Per books 100.0% 0.0% 0.0%
Central and South West Corporation (Corporate)
Pro forma 100.0% 0.0% 0.0%
CSW Credit, Inc.
Per books 100.0% 0.0% 0.0%
CSW Credit, Inc.
Pro forma 100.0% 0.0% 0.0%
<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 1995 Annual Report on Form 10-K are hereby
incorporated by reference and made a part of this report.
Page
Reference
1995 Annual Report on Form 10-K pages 2-32 through 2-67
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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