File No. 70-8423
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 7 (POST-EFFECTIVE) TO
FORM U-1 APPLICATION-DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
CENTRAL AND SOUTH WEST CORPORATION
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75202
CSW ENERGY, INC.
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75202
CSW INTERNATIONAL, INC.
1616 Woodall Rodgers Freeway
P.O. Box 660164
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
P.O. Box 660164
Dallas, Texas 75202
Terry D. Dennis
President
CSW Energy, Inc.
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75202
Terry D. Dennis
President
CSW International, Inc.
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75202
Joris M. Hogan
Milbank, Tweed, Hadley & McCloy
One Chase Manhattan Plaza
New York, NY 10005-1413
(Names and addresses of agents for service)
Respectfully request that copies be sent to:
Adam Wenner Edwin F. Feo
Milbank, Tweed, Hadley & McCloy Milbank, Tweed, Hadley &
International Square Building McCloy
1825 Eye Street, N.W., Suite 1100 601 South Figueroa Street
Washington, D.C. 20006 Los Angeles, CA 90017
<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"), CSW Energy, Inc., a Texas
corporation and wholly-owned nonutility subsidiary of CSW ("Energy"), and
CSW International, Inc., a Delaware corporation and wholly-owned
nonutility subsidiary of CSW ("CSWI"), hereby file this Amendment No. 7
(post-effective) to the Form U-1 Application-Declaration (the
"Application-Declaration") to amend the Application-Declaration in the
manner described below. Except as provided in this Amendment No. 7, the
Application-Declaration remains as previously filed. Each capitalized
term used and not otherwise defined in this Amendment No. 7 shall have
the meaning assigned to such term in the Application-Declaration as
previously filed.
CSW and Energy received authority of the Commission by order
dated November 3, 1994 (HCAR 35-26156) (the "Order"), among other things,
(i) to organize CSWI and other subsidiaries (as defined in the
Application-Declaration, "Project Parents") in accordance with the Order
to invest in exempt wholesale generators, as defined in Section 32(e) of
the Act ("EWGs"), and foreign utility companies, as defined in Section
33(a) of the Act ("FUCOs"), in an amount up to $400 million for such
investments for which there is recourse to CSW (as defined in the
Application-Declaration, the "Aggregate General Authority") and up to
$600 million for such investments for which there is not recourse to CSW
and (ii) to fund such investments from time to time through issuances by
CSW, CSWI and/or the Project Parents, including, without limitation, CSW
de Mexico S.A. de C.V. ("CSWdM") and CSW de Mexico Servicios S.A. de C.V.
("CSWdM Servicios"), of stock, partnership interests, promissory notes,
commercial paper or other debt or equity securities. The Applicants seek
by this Amendment No. 7 (i) to increase the amount of the Aggregate
General Authority for such investments for which there is recourse to CSW
to the greater of (a) $906 million and (b) 50% of CSW's "consolidated
retained earnings" as determined in accordance with Rule 53(a)(1)(ii),
(ii) to increase the aggregate amount of non-recourse debt securities
that may be issued by CSWI and/or Project Parents (including, without
limitation, CSWdM and CSWdM Servicios) to third parties to $3,000 million
and (iii) to remove the limitations on the amount of non-recourse debt
that may be denominated in foreign currency. The Applicants further
request that amounts of non-recourse debt securities issued by CSWI
and/or such Project Parents (including, without limitation, CSWdM and
CSWdM Servicios) not be included for the purpose of calculating CSW's
"aggregate investment" for purposes of Rule 53(a)(1)(i) under the Act.
The Applicants are pursuing investments in foreign EWGs and
FUCOs, and consummation by the Applicants of one or more of such
investments may exceed the existing authority under the Order, but would
be within the limits of such authority as amended hereby.
The increase in the Aggregate General Authority as described
above would satisfy the "safe harbor" requirements of Rule 53. As of
June 30, 1995, CSW's "consolidated retained earnings", as defined in Rule
53(a)(1)(ii), were $1,812 million. CSW currently has authority with
respect to potential EWGs from orders issued under File Nos. 70-8209, 70-
8269, 70-8433 and 70-8483, which if developed as EWGs would represent an
aggregate $60.9 million investment in EWGs. CSW represents that such
$60.9 million investment in EWGs that has previously been approved will,
if and when such investment is made, be applied against the Aggregate
General Authority as amended hereby such that CSW's indirect investments
in EWGs and FUCOs when made would not exceed 50% of CSW's "consolidated
retained earnings" for the purposes of Rule 53. CSW has adequate assets
to make the investments proposed hereunder without endangering the
financial health of the CSW System or the system's operating public
utility companies.
The request set forth above to increase the aggregate amount
of non-recourse debt securities that may be issued to third parties by
CSWI and/or Project Parents (including, without limitation, CSWdM and
CSWdM Servicios), including removing the limitation on the aggregate
amount of non-recourse debt securities that may be denominated in foreign
currencies, is consistent with the protection afforded to the financial
integrity of the CSW System and other registered holding company systems
by the exemptions of Rule 52 and Rule 53. The definition of "aggregate
investment" set forth in Rule 53(a)(1)(i) excludes non-recourse financing
from consideration for the effect on the financial integrity of a
registered public utility holding company system for purposes of the
"safe harbor" for investments in EWGs, and Rule 52(b) exempts from the
requirements of Section 6(b) under the Act the issuance of debt and
equity securities by non-utility subsidiaries where the proceeds will be
used to fund the activities of such subsidiary, as will be the case of
any non-recourse debt security or equity security issued by CSWI or any
such Project Parent. Further, non-recourse financing by CSWI or such
Project Parent mitigates the same risks and the potential adverse impacts
upon the financial integrity of the CSW System that are alleviated when
the financing is arranged directly by such FUCO or EWG.
Item 1. Description of the Proposed Transaction.
Section 8 of Item 1 is hereby amended to replace the amount
of "US$400 million" in the first sentence of the first paragraph thereof
in its entirety with "the greater of (a) US$906 million and (b) 50% of
CSW's `consolidated retained earnings' as determined in accordance with
Rule 53(a)(1)(ii) under the Act".
Section 8 of Item 1 is hereby further amended to restate the
seventh paragraph thereof in its entirety as follows:
It is proposed that the aggregate outstanding principal
amount of non-recourse debt securities issued by CSWI, CSWdM, CSWdM
Servicios and Project Parents to third parties will not exceed $3,000
million at any one time. Such amount is separate and apart from, and in
excess of, the Aggregate General Authority. In any case in which CSW
directly or indirectly owns less than all of the equity interests of a
Project Parent, only that portion of the outstanding securities (whether
recourse or non-recourse) of such Project Parent equal to CSW's (direct
or indirect) equity ownership percentage shall be included for purposes
of the foregoing limitations. The Applicants further request that
amounts of non-recourse debt securities issued by CSWI and/or such
Project Parents (including, without limitation, CSWdM and CSWdM
Servicios) not be included for the purpose of calculating CSW's
"aggregate investment" for purposes of Rule 53(a)(1)(i) under the Act.
Item 5. Procedure.
It is requested that the Commission issue and publish no
later than August 18, 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 September 11, 1995, 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 September 12, 1995, 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 the
matter. The Division of Investment Management of the Commission may
assist in the preparation of the Commission's decision in the 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.
Amended
Exhibit 6 - Proposed Notice of Proceeding.
Amended
Exhibit 7 - Financial Statements of CSW and its subsidiaries
per books and pro forma as of June 30, 1995 (to
be filed by amendment).
<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.
Date: August 18, 1995
CENTRAL AND SOUTH WEST CORPORATION
By:/s/STEPHEN J. MCDONNELL
Stephen J. McDonnell
Treasurer
<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.
Date: August 18, 1995
CSW ENERGY, INC.
By:/s/TERRY D. DENNIS_
Terry D. Dennis
President and Chief Executive
Officer
<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.
Date: August 18, 1995
CSW INTERNATIONAL, INC.
By:/s/TERRY D. DENNIS
Terry D. Dennis
President and Chief Executive
Officer
INDEX OF EXHIBITS
EXHIBIT TRANSMISSION
NUMBER EXHIBIT METHOD
6 Proposed Notice of Proceeding Electronic
7 Financial Statements of CSW and ------
its subsidiaries per books and
pro forma as of June 30, 1995
(to be filed by amendment)
AMENDED EXHIBIT 6
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35 - ______)
Filings Under the Public Utility Holding Company Act of 1935 ("Act")
August __, 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) and/or declaration(s) for complete statements of the
proposed transaction(s) summarized below. The application(s) and/or
declarations(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 September __, 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 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 manner. 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 Corporation, et al. (70-8423)
Central and South West Corporation, a Delaware corporation
("CSW") and a registered holding company under the Act, CSW Energy, Inc.,
a Texas corporation and wholly-owned nonutility subsidiary of CSW
("Energy"), and CSW International, Inc., a Delaware corporation and
wholly-owned nonutility subsidiary of CSW ("CSWI"), have filed a post-
effective amendment to the Form U-1 Application-Declaration for File No.
70-8423 to amend the Application-Declaration in the manner described
below. Except as provided in such amendment, the Application-Declaration
remains as previously filed.
CSW and Energy received authority of the Commission by order
dated November 3, 1994 (HCAR 35-26156) (the "Order"), among other things,
(i) to organize CSWI and other special purpose subsidiaries ("Project
Parents") in accordance with the Order to invest in exempt wholesale
generators, as defined in Section 32(e) of the Act ("EWGs"), and foreign
utility companies, as defined in Section 33(a) of the Act ("FUCOs"), in
an amount up to $400 million for such investments for which there is
recourse to CSW (the "Aggregate General Authority") and up to $600
million for such investments for which there is not recourse to CSW and
(ii) to fund such investments from time to time through issuances by CSW,
CSWI and/or the Project Parents, including, without limitation, CSW de
Mexico S.A. de C.V. ("CSWdM") and CSW de Mexico Servicios S.A. de C.V.
("CSWdM Servicios"), of stock, partnership interests, promissory notes,
commercial paper or other debt or equity securities. The Applicants seek
by such amendment (i) to increase the amount of the Aggregate General
Authority for such investments for which there is recourse to CSW to the
greater of (a) $906 million and (b) 50% of CSW's "consolidated retained
earnings" as determined in accordance with Rule 53(a)(1)(ii), (ii) to
increase the aggregate amount of non-recourse debt securities that may be
issued by CSWI and/or Project Parents (including, without limitation,
CSWdM and CSWdM Servicios) to third parties to $3,000 million and (iii)
to remove the limitations on the amount of non-recourse debt that may be
denominated in foreign currency. The Applicants further request that
amounts of non-recourse debt securities issued by CSWI and/or such
Project Parents (including, without limitation, CSWdM and CSWdM
Servicios) pursuant to the preceding sentence not be included for the
purpose of calculating CSW's "aggregate investment" for purposes of Rule
53(a)(1)(i) of the Act.
The Applicants are pursuing investments in foreign EWGs and
FUCOs, and consummation by the Applicants of one or more of such
investments may exceed the existing authority under the Order, but would
be within the limits of such authority as amended by such amendment.
The increase in the Aggregate General Authority as described
above would satisfy the "safe harbor" requirements of Rule 53. As of
June 30, 1995, CSW's "consolidated retained earnings", as defined in Rule
53(a)(1)(ii), were $1,812 million. CSW currently has authority with
respect to potential EWGs from orders issued under File Nos. 70-8209, 70-
8269, 70-8433 and 70-8483, which if developed as EWGs would represent an
aggregate $60.9 million investment in EWGs. CSW represents that such
$60.9 million investment in EWGs that has previously been approved will,
if and when such investment is made, be applied against the $906 million
authority sought under the amended Application-Declaration such that
CSW's indirect investments in EWGs and FUCOs when made would not exceed
50% of CSW's "consolidated retained earnings" for the purposes of Rule
53. CSW has adequate assets to make the investments proposed without
endangering the financial health of the CSW System or the system's
operating public utility companies.
The request set forth above to increase the aggregate amount
of non-recourse debt securities that may be issued to third parties by
CSWI and/or Project Parents (including, without limitation, CSWdM and
CSWdM Servicios), including removing the limitation on the aggregate
amount of non-recourse debt securities that may be denominated in foreign
currencies, is consistent with the protection afforded to the financial
integrity of the CSW System and other registered holding company systems
by the exemptions of Rule 52 and Rule 53. The definition of "aggregate
investment" set forth in Rule 53(a)(1)(i) excludes non-recourse financing
from consideration for the effect on the financial integrity of a
registered public utility holding company system for purposes of the
"safe harbor" for investments in EWGs, and Rule 52(b) exempts from the
requirements of Section 6(b) under the Act the issuance of debt and
equity securities by non-utility subsidiaries where the proceeds will be
used to fund the activities of such subsidiary, as will be the case of
any non-recourse debt security or equity security issued by CSWI or any
such Project Parent. Further, non-recourse financing by CSWI or such
Project Parent mitigates the same risks and the potential adverse impacts
upon the financial integrity of the CSW System that are alleviated when
the financing is arranged directly by such FUCO or EWG.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Jonathan G. Katz
Secretary
