File Nos. 70-7218
70-7113
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 31 (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)
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") 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
("CPL"), 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
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.
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.
On May 29, 1992, CSW and CPL entered into a settlement
with Houston Industries Incorporated and its subsidiary, Houston
Light & Power Company ("HLP"), to normalize business relations
between the two systems and to settle several disputes which had
existed between the two systems for some time. As part of the
normalization of business relations between the parties, HLP and
CSW Credit agreed to arrangements under which CSW Credit would
purchase electric utility receivables from HLP. By order dated
December 29, 1992, HCAR No. 25720; 70-8037 (the "1992 HLP
Order"), the Commission authorized CSW Credit, among other
things, to borrow up to an additional $650 million during the
12-1/2 year term of the HLP agreement; provided, that such
borrowings were only to be used to purchase accounts receivable
of HLP.
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.
By order dated December 16, 1994, HCAR No. 26190; 70--
7218 & 70-7113 (the "December 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, 1999 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 1992 HLP Order, the
1993 Order, the 1994 Order, the December 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 $ 2,000
Miscellaneous and incidental
expenses including travel,
telephone and postage $ 1,000
TOTAL $ 5,000
_______________
* Actual Amount
No transactional fees or commissions will be paid to
any associate or affiliate company of CSW in connection with the
proposed activities.
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.
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.
It is requested that the Commission issue and publish
no later than October 25, 1996, 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 8, 1996, as
the date after which an order granting and permitting this
Application-Declaration to become effective may be entered by the
Commission and the Commission enter not later than November 22,
1996, an appropriate 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
(to be filed by amendment).
Exhibit 2 - Final or "Past Tense" Opinion of
Milbank, Tweed, Hadley & McCloy, counsel
to the Company (to be filed with
Certificate of Notification.)
Exhibit 3 - Proposed Notice of Proceeding.
Exhibit 4 - Financial Statements of Central and
South West Corporation and its
subsidiaries per books and pro forma as
of June 30, 1996 (to be filed by
amendment).
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.
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 21, 1996
CENTRAL AND SOUTH WEST CORPORATION
By:/s/ WENDY G. HARGUS
Wendy G. Hargus
Treasurer
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 21, 1996
CSW CREDIT, INC.
By:/s/STEPHEN D. WISE
Stephen D. Wise
Treasurer
EXHIBIT INDEX
Exhibit Exhibit Transmission
Number Method
1 Preliminary Opinion of Milbank, Tweed, ---
Hadley & McCloy, counsel to the Company
(to be filed by amendment).
2 Final or "Past Tense" Opinion of ---
Milbank, Tweed, Hadley & McCloy,
counsel to the Company (to be filed
with Certificate of Notification.)
3 Proposed Notice of Proceeding. Electronic
4 Financial Statements of Central and South ---
West Corporation and its subsidiaries per
books and pro forma, as of June 30, 1996
(to be filed by amendment).
EXHIBIT 3
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35 - )
Filings Under the Public Utility Holding Company Act of 1935
("Act")
_______________, 1996
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) 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 __________, 1996 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 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.
CSW Credit, Inc. (File Nos. 70-7113 & 70-7218)
CSW Credit, Inc. ("CSW Credit"), a wholly owned, non-
utility subsidiary of Central and South West Corporation ("CSW"),
a registered holding company, and CSW, both of 1616 Woodall
Rodgers Freeway, Dallas, Texas, 75202, have filed a post-
effective amendment to their application under sections 6, 7, 9,
10 and 12 of the Act and Rules 23 and 45 thereunder.
CSW owns all of the common stock of four domestic
electric operating subsidiaries, Central Power and Light Company
("CPL"), 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
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.
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.
On May 29, 1992, CSW and CPL entered into a settlement
with Houston Industries Incorporated and its subsidiary, Houston
Light & Power Company ("HLP"), to normalize business relations
between the two systems and to settle several disputes which had
existed between the two systems for some time. As part of the
normalization of business relations between the parties, HLP and
CSW Credit agreed to arrangements under which CSW Credit would
purchase electric utility receivables from HLP. By order dated
December 29, 1992, HCAR No. 25720; 70-8037 (the "1992 HLP
Order"), the Commission authorized CSW Credit, among other
things, to borrow up to an additional $650 million during the
12-1/2 year term of the HLP agreement; provided, that such
borrowings were only to be used to purchase accounts receivable
of HLP.
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.
By order dated December 16, 1994, HCAR No. 26190; 70--
7218 & 70-7113 (the "December 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, 1999 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 1992 HLP Order, the
1993 Order, the 1994 Order, the December 1994 Order and the 1995
Order.
