File No. 70-8469
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 660789
Dallas, Texas 75202
CSW SWEENY GP, INC.
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75202
CSW SWEENY LP, INC.
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75202
CSW SWEENY GP II, INC.
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75202
CSW SWEENY LP II, INC.
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75202
SWEENY COGENERATION LIMITED PARTNERSHIP
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)
Wendy G. Hargus
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
Terry D. Dennis
President
CSW Sweeny GP, Inc.
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75202
Terry D. Dennis
President
CSW Sweeny LP, Inc.
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75202
Terry D. Dennis
President
CSW Sweeny GP II, Inc.
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75202
Terry D. Dennis
President
CSW Sweeny LP II, Inc.
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75202
Terry D. Dennis
President of Sweeny GP, Inc., the general partner of
Sweeny Cogeneration Limited Partnership
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75202
Joris M. Hogan
Milbank, Tweed, Hadley & McCloy
One Chase Manhattan Plaza
New York, New York 10005
(Names and addresses of agents for services)
Respectfully request that copies be sent to:
Edwin F. Feo
Milbank, Tweed, Hadley & McCloy
601 South Figueroa Street
Los Angeles, California 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"),
CSW Energy, Inc., a Texas corporation and a wholly-owned subsidiary
of CSW ("Energy"), CSW Sweeny GP, Inc., a Delaware corporation and
a wholly-owned subsidiary of Energy ("Energy Sub GP"), CSW Sweeny
LP, Inc., a Delaware corporation and a wholly-owned subsidiary of
Energy Sub ("Energy Sub LP"), CSW Sweeny GP II, Inc., a Delaware
corporation and a wholly-owned subsidiary of Energy Sub GP ("Sweeny
GP"), CSW Sweeny LP II, Inc., a Delaware corporation and a wholly-
owned subsidiary of Energy Sub LP ("Sweeny LP"), and Sweeny
Cogeneration Limited Partnership, a Delaware limited partnership
and a subsidiary of Sweeny GP and Sweeny LP (the "Partnership" and,
collectively with CSW, Energy, Energy Sub GP, Energy Sub LP, Sweeny
GP and Sweeny LP, the "Applicants"), hereby file this Amendment No.
7 (post-effective) to the Application-Declaration in File No.
70-8469 (the "Application-Declaration") to amend the Application-
Declaration as follows. In all other respects, the Application-
Declaration as previously filed and amended will remain the same.
By order dated December 9, 1994 (HCAR No. 26184) in this
File No. 70-8469, the Commission authorized, among other things,
the then existing Applicants to form Energy Sub GP, Energy Sub LP,
Sweeny GP, Sweeny LP and the Partnership and to incur certain
development expenses not to exceed $20 million in connection with
the investment in and development, construction, ownership and
operation of a qualifying cogeneration facility known as the Sweeny
Cogeneration Project (the "Project"), consisting of an
approximately 320 megawatt (net) gas fired cogeneration facility to
be located in or near Sweeny, Texas.
By supplemental order dated May 29, 1996 (HCAR No. 26522)
in this File No. 70-8469, the Commission authorized, among other
things, the Applicants (i) to obtain from a third party bank or
other lending institution (or a syndicate of banks or lending
institutions) (each, collectively, the "Project Lender") a credit
facility (the "Credit Facility") for the construction and operation
of the Project in an amount up to $250 million, (ii) to provide
advances to the Partnership in an amount not to exceed $250 million
in the event construction financing has not been secured as of the
commencement of construction; (iii) to obtain or arrange for
irrevocable standby letters of credit or to issue guarantees of up
to $50 million; and (iv) to provide up to $250 million in equity
support to the Project in the form of an equity support agreement,
guarantee or letter of credit to the Project Lender.
In summary, pursuant to this Amendment No. 7 (post-
effective), the Applicants seek a supplemental order of the
Commission under Sections 6(a), 7 and 12(b) of the Act, and Rule 45
thereunder, additionally authorizing the Applicants to provide the
$250 million in equity support to the Project to the contemplated
purchaser of electrical and thermal energy from the Project, as
well as to the Project Lender.
Item 1. Description of Proposed Transaction
Item 1 is hereby amended to restate the first sentence of
Section 3(C) thereof in its entirety as follows:
(C) Equity Support. The Project Lender or the purchaser
of electrical or thermal energy from the Project may request that
CSW, Energy and/or New Partner provide some assurance that up to
$250 million of equity contributions will be made to the Project in
the form of an equity support agreement, guarantee or letter of
credit.
Item 3. Applicable Statutory Provisions.
Item 3 is hereby amended to restate the last paragraph
thereof in its entirety as follows:
Rule 54 under the Act is satisfied because Rules 53(a),
(b) and (c) are satisfied. As of August 15, 1996, CSW has invested
approximately $850 million in the aggregate in exempt wholesale
generators, as defined under Section 32(a) of the Act ("EWGs"), and
foreign utility companies, as defined under Section 33(a) of the
Act ("FUCOs"), or approximately 45% of $1,883 million, the average
of CSW's consolidated retained earnings for the four consecutive
quarters ended June 30, 1996, thus satisfying Rule 53(a)(1). CSW
maintains in conformity with United States generally accepted
accounting principles and makes available the books and records and
financial statements required by Rule 53(a)(2). No more than 2% of
the employees of CSW's domestic public utility subsidiaries
presently render services to any EWG or FUCO in which CSW owns an
interest, satisfying Rule 53(a)(3). CSW submitted those documents
required by Rule 53(a)(4) to be submitted. 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 5. Procedure
Item 5 is hereby restated in its entirety to read as
follows:
It is requested that the Commission issue and publish no
later than September 27, 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 October 22, 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 October 23, 1996, an
appropriate order granting and permitting this Application-
Declaration to become effective.
The Applicants respectfully request that appropriate and
timely action be taken by the Commission in this matter in order
that an equity support agreement, guarantee or letter of credit
contemplated hereby may be issued in the time period contemplated
hereby.
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 30-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 such order be made effective immediately upon the entry
thereof.
Item 6. Exhibits and Financial Statements
Item 6 is hereby amended to file the following exhibit:
Amended
Exhibit 1 - Proposed Notice of Proceeding.
S I G N A T U R E
Pursuant to the requirements of the Public Utility
Holding Company 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: September 20, 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 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: September 20, 1996
CSW ENERGY, INC.
By: /s/TERRY D. DENNIS
Terry D. Dennis, President and
Chief Executive Officer
S I G N A T U R E
Pursuant to the requirements of the Public Utility
Holding Company 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: September 20, 1996
CSW SWEENY GP, INC.
By:/s/TERRY D. DENNIS
Terry D. Dennis, President
S I G N A T U R E
Pursuant to the requirements of the Public Utility
Holding Company 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: September 20, 1996
CSW SWEENY LP, INC.
By:/s/TERRY D. DENNIS
Terry D. Dennis, President
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: September 20, 1996
CSW SWEENY GP II, INC.
By:/s/TERRY D. DENNIS_
Terry D. Dennis, President
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: September 20, 1996
CSW SWEENY LP II, INC.
By:/s/TERRY D. DENNIS
Terry D. Dennis, President
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
partnership has duly caused this document to be signed on its
behalf by the undersigned thereunto duly authorized.
Dated: September 20, 1996
SWEENY COGENERATION LIMITED PARTNERSHIP
By: SWEENY GP II, INC.,
its general partner
By: /s/TERRY D.DENNIS
Terry D. Dennis, President
INDEX OF EXHIBITS
EXHIBIT TRANSMISSION
NUMBER EXHIBITS METHOD
1 Proposed Notice of Proceeding Electronic
(amended exhibit).
EXHIBIT 1
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 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 __________, 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.
Central and South West Corporation, et al. (70-8469)
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 subsidiary
of CSW ("Energy"), CSW Sweeny GP, Inc., a Delaware corporation and
a wholly-owned subsidiary of Energy ("Energy Sub GP"), CSW Sweeny
LP, Inc., a Delaware corporation and a wholly-owned subsidiary of
Energy Sub ("Energy Sub LP"), CSW Sweeny GP II, Inc., a Delaware
corporation and a wholly-owned subsidiary of Energy Sub GP ("Sweeny
GP"), CSW Sweeny LP II, Inc., a Delaware corporation and a wholly-
owned subsidiary of Energy Sub LP ("Sweeny LP"), and Sweeny
Cogeneration Limited Partnership, a Delaware limited partnership
and a subsidiary of Sweeny GP and Sweeny LP (the "Partnership" and,
collectively with CSW, Energy, Energy Sub GP, Energy Sub LP, Sweeny
GP and Sweeny LP, the "Applicants"), hereby file this Amendment No.
7 (post-effective) to the Application-Declaration in File No.
70-8469 (the "Application-Declaration") to amend the Application-
Declaration as follows.
By order dated December 9, 1994 (HCAR No. 26184) in this
File No. 70-8469, the Commission authorized, among other things,
the then existing Applicants to form Energy Sub GP, Energy Sub LP,
Sweeny GP, Sweeny LP and the Partnership and to incur certain
development expenses not to exceed $20 million in connection with
the investment in and development, construction, ownership and
operation of a qualifying cogeneration facility known as the Sweeny
Cogeneration Project (the "Project"), consisting of an
approximately 320 megawatt (net) gas fired cogeneration facility to
be located in or near Sweeny, Texas.
By supplemental order dated May 29, 1996 (HCAR No. 26522)
in this File No. 70-8469, the Commission authorized, among other
things, the Applicants (i) to obtain from a third party bank or
other lending institution (or a syndicate of banks or lending
institutions) (each, collectively, the "Project Lender") a credit
facility (the "Credit Facility") for the construction and operation
of the Project in an amount up to $250 million, (ii) to provide
advances to the Partnership in an amount not to exceed $250 million
in the event construction financing has not been secured as of the
commencement of construction; (iii) to obtain or arrange for
irrevocable standby letters of credit or to issue guarantees of up
to $50 million; and (iv) to provide up to $250 million in equity
support to the Project in the form of an equity support agreement,
guarantee or letter of credit to the Project Lender.
In summary, pursuant to this Amendment No. 7 (post-
effective), the Applicants seek a supplemental order of the
Commission under Sections 6(a), 7 and 12(b) of the Act, and Rule 45
thereunder, additionally authorizing the Applicants to provide the
contemplated $250 million in equity support to the Project to the
contemplated purchaser of electrical and thermal energy from the
Project, as well as the Project Lender.
For the Commission, by the Division of Investment
Management, pursuant to delegated authority.
Jonathan G. Katz
Secretary
