<PAGE>
File No. 70-7758
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 12 (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 660789
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 660789
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
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 Energy, Inc., a Texas corporation and
wholly-owned nonutility subsidiary of CSW ("Energy"), hereby file this
Amendment No. 12 (post-effective) to the Form U-1 Application-Declaration (the
"Application-Declaration") in order to amend the Application-Declaration in
the manner described below. Except as provided in this Amendment No. 12
(post-effective) (this "Amendment"), the Application-Declaration remains as
previously filed.
Item 1. Description of Proposed Transaction.
(1) History and Nature of Request. Pursuant to an order of the
Commission dated September 28, 1990 (HCAR No. 25162) and Supplemental Orders
dated November 22, 1991 (HCAR No. 25414) and December 31, 1992 (HCAR No.
25728) (collectively, the "Order") with respect to the Application-
Declaration, CSW and Energy obtained authorization, among other things, to (a)
spend $150 million to conduct preliminary studies of, to investigate, to
research, to develop, to consult with respect to, and to agree to construct
(such construction subject to further Commission authorization), qualifying
cogeneration facilities, qualifying small power production facilities and
independent power facilities, including exempt wholesale generators as defined
in Section 32(e) of the Act (collectively, "Facilities"); and (b) finance such
activities through capital contributions, open account advances and loans in
an aggregate amount not to exceed $150 million. Such authorization expires
December 31, 1995.
(2) Amendments to Authorization. CSW and Energy hereby request
that the Commission (a) increase the "Aggregate General Authority" (as defined
in the Application-Declaration) from $150 million to $250 million and (b)
extend the authorization under the Application-Declaration until December 31,
2005.
Subject to authority of the Commission pursuant to the Application-
Declaration, as amended by this Amendment, this increased authority will
permit CSW, through Energy and its direct and indirect subsidiaries, to engage
in the activities permitted by the Order, as amended by this Amendment, on a
competitive basis as part of their program, previously approved by the
Commission in the Order, to develop and make available energy and capacity
from Facilities.
This increased authority is needed to enable CSW, Energy and such
subsidiaries to continue and to diversify this development program in
accordance with the Order. Energy has directly and indirectly incurred
development expenses in connection with several Facilities which are in
various stages of development. Taken together, these Facilities are expected
to provide substantial revenue to Energy and, indirectly, to CSW over the life
of these Facilities. Because of the long lead time and significant
development expenses that are required to develop Facilities, however, the
success of Energy's development program depends on a number of factors,
including (1) diversification of such development efforts over as many
Facilities as possible to reduce the effect of any particular Facility on such
program, (2) Energy's financial ability, pursuant to Commission authority, to
take advantage of future development opportunities as they arise on a timely
basis, and (3) CSW's willingness to incur substantial development expenditures
in the short term in order to create long term profits from developing,
constructing, owning and operating Facilities, as contemplated by the Order.
The financing and construction of some of these Facilities have already been
specifically approved by the Commission; others are in preliminary evaluation,
predevelopment, development and structuring stages. Because of development
expenditures and authorized equity investments in connection with certain of
these Facilities, Energy may soon exhaust the Aggregate General Authority. In
addition, it is anticipated that further development opportunities will become
available to Energy in the near future, but that Energy will be unable to take
advantage of these opportunities unless the amount of the Aggregate General
Authority is increased pursuant to, and as stated in, this Amendment. For
these reasons, the Applicants seek to increase the Aggregate General Authority
pursuant to this Amendment. By increasing economies of scale through a
diversified Facility investment program, permitting the optimal utilization of
CSW's and Energy's development experience and reducing the impact of the risk
of failure of any particular project on the CSW system, this expanded
Aggregate General Authority will benefit shareholders, ratepayers and the
general public.
Item 5. Procedure.
It is requested that the Commission issue and publish no later than
October 6, 1995, the requisite notice under Rule 23 with respect to the filing
of this Amendment, such notice to specify a date not later than October 31,
1995, 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 November 1, 1995, an appropriate order granting and permitting
this Amendment to become effective.
CSW and Energy respectfully request that appropriate and timely
action be taken by the Commission in this matter in order that the business of
Energy may continue without interruption upon the termination of the present
authority 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 respectively
requested that such order be made effective immediately upon the entry
thereof.
Item 6. Exhibits and Financial Statements.
Exhibit 1 - Proposed Notice of Proceeding
(amended).
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: September 29, 1995
CENTRAL AND SOUTH WEST CORPORATION
By:/s/STEPHEN J. MCDONNELL
Stephen J. McDonnell
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.
Date: September 28, 1995
CSW ENERGY, INC.
By:/s/TERRY D. DENNIS
Terry D. Dennis
President and Chief Executive
Officer
EXHIBIT INDEX
Exhibit Transmission
Number Exhibit Method
1 Proposed Notice of Proceeding (amended). Electronic
<PAGE>
Exhibit 1
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) 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
__________, 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 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 Corporation and CSW Energy, Inc. (70-7758)
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 Energy, Inc., a Texas corporation and
wholly-owned nonutility subsidiary of CSW ("Energy"), have filed a post-
effective amendment to the Form U-1 Application-Declaration in the above file
number in order to amend the Application-Declaration in the manner described
below. Except as provided in such post-effective amendment, the Application-
Declaration remains as previously filed.
Pursuant to an order of the Commission dated September 28, 1990 (HCAR
No. 25162) and Supplemental Orders dated November 22, 1991 (HCAR No. 25414)
and December 31, 1992 (HCAR No. 25728) (collectively, the "Order") with
respect to the Application-Declaration, CSW and Energy obtained authorization,
among other things, to (a) spend $150 million to conduct preliminary studies
of, to investigate, to research, to develop, to consult with respect to, and
to agree to construct (such construction subject to further Commission
authorization), qualifying cogeneration facilities, qualifying small power
production facilities and independent power facilities, including exempt
wholesale generators as defined in Section 32(e) of the Act (collectively,
"Facilities"); and (b) finance such activities through capital contributions,
open account advances and loans in an aggregate amount not to exceed $150
million. Such authorization expires December 31, 1995.
CSW and Energy request that the Commission (a) increase the "Aggregate
General Authority" (as defined in the Application-Declaration) from $150
million to $250 million and (b) extend the authorization under the
Application-Declaration until December 31, 2005.
Subject to authority of the Commission pursuant to the Application-
Declaration, the increased authority will permit CSW, through Energy and its
direct and indirect subsidiaries, to engage in the activities permitted by the
Order on a competitive basis as part of their program, previously approved by
the Commission in the Order, to develop and make available energy and capacity
from Facilities.
The increased authority is needed to enable CSW, Energy and such
subsidiaries to continue and to diversify such development program in
accordance with the Order. Energy has directly and indirectly incurred
development expenses in connection with several Facilities which are in
various stages of development. Taken together, these Facilities are expected
to provide substantial revenue to Energy and, indirectly, to CSW over the life
of these Facilities. Because of the long lead time and significant
development expenses that are required to develop Facilities, however, the
success of Energy's development program depends on a number of factors,
including (1) diversification of such development efforts over as many
Facilities as possible to reduce the effect of any particular Facility on such
program, (2) Energy's financial ability, pursuant to Commission authority, to
take advantage of future development opportunities as they arise on a timely
basis, and (3) CSW's willingness to incur substantial development expenditures
in the short term in order to create long term profits from developing,
constructing, owning and operating Facilities, as contemplated by the Order.
The financing and construction of some of these Facilities have already been
specifically approved by the Commission; others are in preliminary evaluation,
predevelopment, development and structuring stages. Because of development
expenditures and authorized equity investments in connection with certain of
these Facilities, Energy may soon exhaust the Aggregate General Authority. In
addition, it is anticipated that further development opportunities will become
available to Energy in the near future, but that Energy will be unable to take
advantage of these opportunities unless the amount of the Aggregate General
Authority is increased as set forth above. For these reasons, the Applicants
seek to increase the Aggregate General Authority. By increasing economies of
scale through a diversified Facility investment program, permitting the
optimal utilization of CSW's and Energy's development experience and reducing
the impact of the risk of failure of any particular project on the CSW system,
such expanded Aggregate General Authority will benefit shareholders,
ratepayers and the general public.
For the Commission, by the Division of Investment Management, pursuant
to delegated authority.
Jonathan G. Katz
Secretary
