<PAGE>
File No. 70-8885
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 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 INTERNATIONAL, 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)
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 International, 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, New York 10005-1413
(Names and addresses of agents for service)
Respectfully request that copies be sent to:
Edwin F. Feo
Milbank, Tweed, Hadley & McCloy
601 South Figueroa Street
30th Floor
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 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. 1
(this "Amendment") to the Form U-1 Application-Declaration (the
"Application-Declaration") in this File No. 70-8885 for the
purposes of amending the Application-Declaration as set forth
below and, as so amended, restating the Application-Declaration
in its entirety. In all other respects, the Application-
Declaration as previously filed will remain the same.
1. The Application-Declaration is hereby amended to
replace the phrase "Aggregate Offering Amount" in each place it
appears therein with the phrase "Aggregate Principal Amount".
2. In Item 1 ("Description of Proposed Transaction"):
(a) The seventh paragraph of Section 1 is amended to
restate the first sentence thereof in its entirety as follows:
"CSW, Energy and CSWI now seek the approval of the
Commission required under Sections 6(a), 7 and 12(b) of the
Act, and Rule 45 thereunder, for CSWI from time to time to
guarantee Energy's obligations with respect to Securities
issued on or before the fifth anniversary of the date on
which the Commission issues an order making effective this
Application - Declaration."
(b) The seventh paragraph of Section 1 is further
amended to insert the following new sentence immediately after
the first sentence thereof:
"The aggregate principal amount of Securities with respect
to which CSWI shall issue such guarantees shall not exceed
the Aggregate Principal Amount."
(c) The eighth paragraph of Section 1 is amended to be
restated in its entirety as follows:
"CSWI presently anticipates issuing the first of these
guarantees immediately upon receipt of, and subject to,
Commission approval pursuant to this Application-
Declaration, on or before September 30, 1996."
(d) The first sentence of Section 2 is amended to
delete the phrases "until December 31, 2006," and "in an
aggregate principal amount of up to the Aggregate Offering
Amount" from clause (i) thereof.
(e) The second paragraph of Section 2 is amended to be
restated in its entirety as follows:
"CSWI proposes from time to time to provide a guarantee of
Energy's performance and undertaking of obligations,
directly or indirectly, to be incurred in connection with
Securities issued on or before the fifth anniversary of the
date on which the Commission issues an order making
effective this Application-Declaration. Accordingly, to the
extent not authorized under the CSWI Order, CSWI seeks the
approval of the Commission required under Sections 6(a), 7
and 12(b) of the Act and Rule 45 thereunder for CSWI from
time to time to issue such guarantees with respect to
Energy's obligations under such Securities. The aggregate
principal amount of Securities with respect to which CSWI
shall issue such guarantees shall not exceed the Aggregate
Principal Amount. No fees or interest will be payable to
CSWI by Energy or any other associate company in respect of
such guarantees. No amounts advanced to CSWI by CSW under
the CSWI Order will be used by CSWI to satisfy its
obligations under such guarantees."
3. In Item 6, Exhibit 2 (Proposed Notice of
Proceeding) is amended to be restated in its entirety as attached
to this Amendment.
In summary, under the Application-Declaration as so
amended, CSW, Energy and CSWI seek an order of the Commission
under Sections 6(a), 7 and 12(b) of the Act, and Rule 45
thereunder, authorizing CSWI from time to time to guarantee up to
$500 million aggregate principal amount (the "Aggregate Principal
Amount") of debt securities (the "Securities") to be issued from
time to time on or before the fifth anniversary of the date on
which the Commission issues an order making effective this
Application-Declaration, by Energy to third parties in reliance
on exemptions to the restrictions of Section 6(a) of the Act
available under Rule 52(b) under the Act and on exemptions to the
registration of the Securities under the Securities Act of 1933,
as amended (the "1933 Act"), including such exemptions available
under Rule 144A thereunder, which third parties will have no
recourse under the Securities to CSW or any of its domestic
public utility subsidiaries (the "Operating Companies"). In
addition to such items set forth above, the transactions, to
which the Applicants will rely on the authority of the Commission
under orders issued, or rules adopted, previously by the
Commission under the Act, underlying such guarantee include the
following: (i) pursuant to exemptions to the restrictions of
Section 6(a) of the Act available under Rule 52(b) promulgated
under the Act, the issuance from time to time by Energy of
Securities to third parties in reliance on exemptions to the
registration of such securities under the 1933 Act, including
such exemptions available under Rule 144A thereunder, which third
parties will have no recourse under the Securities to CSW or any
of the Operating Companies; (ii) pursuant to exemptions to the
restrictions of Section 6(a) of the Act available under Rule
52(b) promulgated under the Act, a loan of the proceeds of the
Securities by Energy to CSWI; (iii) pursuant to Sections 32 and
33 of the Act and orders of the Commission as described below,
the use of the proceeds of the Securities by Energy to finance
Energy's investments in and activities with respect to exempt
wholesale generators, as defined in Section 32(a) of the Act
("EWGs"), and by CSWI to finance CSWI's investments in and
activities with respect to EWGs and foreign utility companies, as
defined in Section 33(a) of the Act ("FUCOs" and, collectively
with EWGs, "Exempt Projects"); (iv) pursuant to orders of the
Commission as described below, the performance by CSW and Energy
under a letter agreement (the "Advances Letter"), attached to the
Application-Declaration as Confidential Exhibit 1, that reflects
the current authorization of CSW to make intercompany loans,
capital contributions and open account advances (the "CSWE
Advances") to Energy; and (v) pursuant to exemptions to Sections
6(a) and 12(b) of the Act and Rule 45(a) thereunder available
under Rules 45(b) and 52(b) promulgated under the Act, an
undertaking by CSW pursuant to the Advances Letter to continue
such CSWE Advances through the date upon which the Securities
mature. The proceeds of the Securities, which are nonrecourse to
CSW, and of any CSWE Advances or any intercompany loans, capital
contributions and open account advances that CSW is currently
authorized to make to CSWI (the "CSWI Advances" and, collectively
with the CSWE Advances, the "Advances"), which will not be used
to pay any obligations of Energy or CSWI with respect to the
Securities, will not be included in any calculation of CSW's
"aggregate investment" in Exempt Projects as defined in Rule
53(a) under the Act (even if such proceeds from the Securities
are invested by Energy in EWGs or by CSWI in Exempt Projects),
unless, in accordance with Rule 53 or other applicable rules or
orders of the Commission under the Act, Energy or CSWI uses such
Advances to acquire the securities of or otherwise invest in any
Exempt Project.
As so amended, the Application-Declaration is hereby
restated in its entirety as follows:
Item 1. Description of Proposed Transactions.
(1) History and Nature of Request. CSW is a
registered holding company under the Act. Since 1990, CSW,
directly or through its wholly-owned subsidiary, Energy, has
engaged in development activities 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 facilities"
("QFs") as defined under the Public Utility Regulatory Policies
Act of 1978, as amended, and independent power facilities,
including EWGs. Since 1994, CSW, directly or through its wholly-
owned subsidiary, CSWI, has engaged in development and investment
activities with respect to Exempt Projects and is authorized to
provide design, construction, engineering, operation,
maintenance, management, administration, employment, tax,
accounting, economic, financial, fuel, environmental,
communications, energy conservation, demand side management,
overhead efficiency, utility performance and electronic data
processing services and software development and support services
in connection therewith to Exempt Projects and (except for
operation) to foreign electric utility enterprises that are not
Exempt Projects.
CSW is presently authorized under the terms of orders
and supplemental orders issued under File Nos. 70-7758, 70-8205
and 70-8423 (collectively, the "Financing Orders") to finance the
operations of CSW, Energy, CSWI and their respective subsidiaries
by issuing and selling debt and equity securities and by issuing
guarantees of the securities of certain subsidiaries. CSW's
authorization under the Financing Orders may be summarized as
follows:
(a) File No. 70-7758. Pursuant to an order of the
Commission dated September 28, 1990 (HCAR No. 25162) and
supplemental orders dated November 22, 1991 (HCAR No. 25414),
December 31, 1992 (HCAR No. 25728) and November 28, 1995 (HCAR
No. 26417) with respect to File No. 70-7758 (collectively, the
"CSWE Order"), CSW and Energy obtained authorization, among other
things, to (i) spend up to $250 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), QFs and independent
power facilities, including EWGs; and (ii) finance such
activities through capital contributions, open account advances
and loans in an aggregate amount not to exceed $250 million.
Such authorization expires on December 31, 2000.
(b) File No. 70-8205. Pursuant to an order of the
Commission dated August 6, 1993 (HCAR No. 25866) and a
supplemental order dated November 28, 1995 (HCAR No. 26416) with
respect to File No. 70-8205, CSW and Energy obtained
authorization, among other things, from time to time to issue
letters of credit, bid bonds or guarantees (collectively, the
"CSWE Guarantees") in connection with the development of QFs and
independent power facilities, including EWGs, in an aggregate
amount not to exceed $75 million. Such authorization expires on
December 31, 2000.
(c) File No. 70-8423. CSW and Energy received
authority of the Commission by order dated November 3, 1994 (HCAR
No. 26156) and a supplemental order dated September 27, 1995
(HCAR No. 26383) with respect to File No. 70-8423 (collectively,
the "CSWI Order"), among other things, (i) to organize CSWI and
certain other subsidiaries meeting certain specifications set
forth in the application-declaration in File No. 70-8423 (the
"Project Parents") to invest in Exempt Projects in an amount up
to 50% of CSW's "consolidated retained earnings" as determined in
accordance with Rule 53(a)(1)(ii) under the Act for such
investments for which there is recourse to CSW and up to $3
billion for such investments for which there is not recourse to
CSW, (ii) to fund such investments from time to time through
issuances by CSW, CSWI and/or Project Parents of stock,
partnership interests, promissory notes, commercial paper or
other debt or equity securities and (iii) for CSW to provide
guarantees of, and to arrange for letters of credit, bid bonds or
similar credit support arrangements (collectively, the "CSWI
Guarantees") concerning CSWI's or Project Parents' activities
permitted under such order and supplemental order. In addition,
the order and supplemental order in such file authorize CSW,
directly or through CSWI or their respective subsidiaries, to
provide design, construction, engineering, operation,
maintenance, management, administration, employment, tax,
accounting, economic, financial, fuel, environmental,
communications, energy conservation, demand side management,
overhead efficiency, utility performance and electronic data
processing services and software development and support services
in connection therewith to Exempt Projects and (except for
operation) to foreign electric utility enterprises that are not
Exempt Projects. Such authorization expires on December 31,
1997.
Under the terms of the Financing Orders, CSW may use
the proceeds of common stock sales and borrowings, among other
things, to finance the acquisition of the securities of or other
interest in one or more Exempt Projects, and may issue CSWE
Guarantees or CSWI Guarantees in respect of the securities of
such Exempt Projects; provided, that the sum of the CSWE
Guarantees and CSWI Guarantees at any time outstanding and the
net proceeds of common stock sales and borrowings by CSW that may
at any time be used by CSW to fund investments in Exempt Projects
(directly or indirectly through Energy, CSWI or Project Parents)
shall not, when added to CSW's "aggregate investment," as defined
in Rule 53(a) under the Act, in all such entities, exceed 50% of
CSW's "consolidated retained earnings." The term "consolidated
retained earnings," also defined in Rule 53(a) under the Act, is
the average of consolidated retained earnings for the previous
four quarters, as reported in CSW's Annual Report on Form 10-K
and Quarterly Reports on Form 10-Q.
CSW, Energy and CSWI now seek the approval of the
Commission required under Sections 6(a), 7 and 12(b) of the Act,
and Rule 45 thereunder, for CSWI from time to time to guarantee
Energy's obligations with respect to Securities issued on or
before the fifth anniversary of the date on which the Commission
issues an order making effective this Application-Declaration.
The aggregate principal amount of Securities with respect to
which CSWI shall issue such guarantees shall not exceed the
Aggregate Principal Amount. The authority requested pursuant to
this Application-Declaration constitutes new authority separate
from the authority granted by the Commission pursuant to any
existing orders, including the Financing Orders.
CSWI presently anticipates issuing the first of these
guarantees immediately upon receipt of, and subject to,
Commission approval pursuant to this Application-Declaration, on
or before September 30, 1996.
The transactions described in this Application-
Declaration help to fulfill the goals of CSW's, Energy's and
CSWI's program to develop and to make available energy and
capacity from Exempt Projects. New business opportunities with
respect to Exempt Projects constitute a potential source of
growth for the CSW system which would benefit CSW's ratepayers
and its shareholders. In order to take advantage of the
expertise the CSW system has developed over its long history, the
Applicants are proposing to consummate the transactions described
in this Application-Declaration to raise funds on a nonrecourse
basis to CSW and the Operating Companies to enable Energy and
CSWI to finance investments in and activities with respect to
EWGs and Exempt Projects, respectively.
(2) Structure of the Transactions. CSW, Energy and
CSWI will rely on the authority of the Commission under orders
issued, or rules adopted, previously by the Commission under the
Act, to conduct a transaction as follows: (i) pursuant to
exemptions to the restrictions of Section 6(a) of the Act
available under Rule 52(b) promulgated under the Act, Energy from
time to time will issue to third parties the Securities in
reliance on exemptions to the registration of such securities
under the 1933 Act, including such exemptions available under
Rule 144A thereunder, which third parties will have no recourse
under the Securities to CSW or any Operating Company; (ii)
pursuant to exemptions to the restrictions of Section 6(a) of the
Act available under Rule 52(b) promulgated under the Act, Energy
will make intercompany loans to CSWI of the proceeds of the
Securities; (iii) pursuant to Sections 32 and 33 of the Act,
Energy will use the proceeds of the Securities to finance
Energy's investments in and activities with respect to EWGs, and
CSWI will use the proceeds of the Securities received from Energy
via intercompany loans to finance CSWI's investments in and
activities with respect to Exempt Projects; (iv) pursuant to Rule
45(b)(4) of the Act and the CSWE Order, CSW and Energy will
perform under the Advances Letter that reflects the current
authorization of CSW to make CSWE Advances to Energy under the
CSWE Order; and (v) pursuant to exemptions to the restrictions of
Sections 6(a) and 12(b) of the Act and Rule 45(a) thereunder
available under Rules 45(b) and 52(b) promulgated under the Act,
CSW will undertake to continue such CSWE Advances through the
date on which the Securities mature. The proceeds of the
Securities, which are nonrecourse to CSW, and of any Advances,
which will not be used to pay any obligations of Energy or CSWI
with respect to the Securities, will not be included in any
calculation of CSW's "aggregate investment" in Exempt Projects as
defined in Rule 53(a) under the Act (even if such proceeds are
invested by Energy in EWGs or CSWI in Exempt Projects), unless,
in accordance with Rule 53 or other applicable rules or orders of
the Commission under the Act, Energy or CSWI uses such Advances
to acquire the securities of or otherwise invest in any Exempt
Project.
CSWI proposes from time to time to provide a guarantee
of Energy's performance and undertaking of obligations, directly
or indirectly, to be incurred in connection with Securities
issued on or before the fifth anniversary of the date on which
the Commission issues an order making effective this Application-
Declaration. Accordingly, to the extent not authorized under the
CSWI Order, CSWI seeks the approval of the Commission required
under Sections 6(a), 7 and 12(b) of the Act and Rule 45
thereunder for CSWI from time to time to issue such guarantees
with respect to Energy's obligations under such Securities. The
aggregate principal amount of Securities with respect to which
CSWI shall issue such guarantees shall not exceed the Aggregate
Principal Amount. No fees or interest will be payable to CSWI by
Energy or any other associate company in respect of such
guarantees. No amounts advanced to CSWI by CSW under the CSWI
Order will be used by CSWI to satisfy its obligations under such
guarantees.
Item 2. Fees, Commissions and Expenses.
The estimate of the approximate amount of fees and
expenses payable in connection with this Application-Declaration
is as follows:
Holding Company Act filing fee..........$ 2,000.00*
Counsel fees
Milbank, Tweed, Hadley & McCloy.... 15,000.00
Miscellaneous and incidental expenses
including travel, telephone,
postage and copying................ 5,000.00
Total.........................$22,000.00
____________________
* Actual Amount.
Item 3. Applicable Statutory Provisions.
Sections 6(a), 7 and 12 of the Act, and Rule 45
thereunder, are or may be applicable to the guarantee by CSWI of
Energy's obligations with respect to the Securities. To the
extent any other sections of the Act, or rules thereunder, may be
applicable to the transactions described in this Application-
Declaration, each of CSW, Energy and CSWI hereby requests, for
itself and its respective subsidiaries and associates,
appropriate authority thereunder.
Item 4. Regulatory Approval.
No state or federal regulatory authority, other than
the Commission, has jurisdiction over the proposed transactions.
Item 5. Procedure.
It is requested that the Commission issue and publish
no later than July 19, 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 August 13, 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 August 14,
1996, an appropriate order granting and permitting this
Application-Declaration to become effective.
CSW, Energy and CSWI respectfully request that
appropriate and timely action be taken by the Commission in this
matter in order that the transactions set forth above may take
place in the time period for the transactions contemplated by
this Application-Declaration.
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, unless such Division opposes the matters
covered hereby. 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 such order be made effective immediately upon the
entry thereof.
Item 6. Exhibits and Financial Statements.
Confidential
Exhibit 1 - Advances Letter.
Exhibit 2 - Proposed Notice of Proceeding.
Exhibit 3 - Preliminary Opinion of Milbank, Tweed, Hadley
& McCloy, counsel for CSW, Energy and CSWI.
Exhibit 4 - Final or "past tense" Opinion of Milbank,
Tweed, Hadley & McCloy, counsel for CSW,
Energy and CSWI (to be filed with the
Certificate of Notification).
Exhibit 5 - Financial Statements per book and pro forma
as of June 30, 1996 of CSW and Subsidiaries
(consolidated), CSW, Energy and CSWI.
Item 7. Information as to Environmental Effects.
The proposed transactions do not involve major federal
action having a significant effect on the human environment. See
Item 1. No federal agency has prepared or is preparing an
environmental impact statement with respect to the proposed
transactions.
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: July 24, 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.
Date: July 24, 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 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: July 24, 1996
CSW INTERNATIONAL, INC.
By:/s/ TERRY D. DENNIS
Terry D. Dennis
President and Chief Executive
Officer
INDEX OF EXHIBITS
EXHIBIT
NUMBER EXHIBIT TRANSMISSION METHOD
1 Advances Letter (Confidential). ---
2 Proposed Notice of Proceeding. Electronic
3 Preliminary Opinion of Milbank,
Tweed, Hadley & McCloy, counsel
for CSW, Energy and CSWI (to be
filed by amendment). ---
4 Final or "past tense" Opinion of
Milbank, Tweed, Hadley & McCloy,
counsel for CSW, Energy and CSWI
(to be filed with the Certificate of
Notification). ---
5 Financial Statements per book and
pro forma as of June 30, 1996 of CSW
and Subsidiaries (consolidated), CSW,
Energy and CSWI (to be filed by
amendment). ---
<PAGE>
Exhibit 2
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 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, CSW Energy, Inc. and CSW
International, Inc. (70-8885)
Central and South West Corporation ("CSW"), a registered
holding company, and its nonutility subsidiaries, CSW Energy,
Inc. ("Energy") and CSW International, Inc. ("CSWI"), have filed
an application-declaration pursuant to Sections 6(a), 7 and 12 of
the Act, and Rule 45 thereunder.
CSW is a registered holding company under the Act. Since
1990, CSW, directly or through its wholly-owned subsidiary,
Energy, has engaged in development activities 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 facilities" ("QFs") as defined under the Public
Utility Regulatory Policies Act of 1978, as amended, and
independent power facilities, including exempt wholesale
generators, as defined under Section 32(a) of the Act ("EWGs").
Since 1994, CSW, directly or through its wholly-owned subsidiary,
CSWI, has engaged in development and investment activities with
respect to EWGs and foreign utility companies, as defined under
Section 33(a) of the Act ("FUCOs" and, collectively with EWGs,
"Exempt Projects") and is authorized to provide design,
construction, engineering, operation, maintenance, management,
administration, employment, tax, accounting, economic, financial,
fuel, environmental, communications, energy conservation, demand
side management, overhead efficiency, utility performance and
electronic data processing services and software development and
support services in connection therewith to Exempt Projects and
(except for operation) to foreign electric utility enterprises
that are not Exempt Projects.
CSW is presently authorized under the terms of orders and
supplemental orders issued under File Nos. 70-7758, 70-8205 and
70-8423 (collectively, the "Financing Orders") to finance the
operations of CSW, Energy, CSWI and their respective subsidiaries
by issuing and selling debt and equity securities and by issuing
guarantees of the securities of certain subsidiaries.
CSW, Energy and CSWI seek an order of the Commission under
Sections 6(a), 7 and 12(b) of the Act, and Rule 45 thereunder,
authorizing CSWI to guarantee up to $500 million aggregate
principal amount (the "Aggregate Principal Amount") of debt
securities (the "Securities") to be issued from time to time by
Energy to third parties in reliance on exemptions to the
restrictions of Section 6(a) of the Act available under Rule
52(b) under the Act and on exemptions to the registration of the
Securities under the Securities Act of 1933, as amended (the
"1933 Act"), including such exemptions available under Rule 144A
thereunder, which third parties will have no recourse under the
Securities to CSW or any of its domestic public utility
subsidiaries (the "Operating Companies"). The Applicants
anticipate that CSWI will issue the first of these guarantees on
or before September 30, 1996.
The transactions help to fulfill the goals of CSW's,
Energy's and CSWI's program to develop and to make available
energy and capacity from Exempt Projects. New business
opportunities with respect to Exempt Projects constitute a
potential source of growth for the CSW system which would benefit
CSW's ratepayers and its shareholders. In order to take
advantage of the expertise the CSW system has developed over its
long history, the Applicants are proposing to consummate the
transactions to raise funds on a nonrecourse basis to CSW and the
Operating Companies to enable Energy and CSWI to finance
investments in and activities with respect to EWGs and Exempt
Projects, respectively.
CSWI proposes from time to time to provide guarantees of
Energy's performance and undertaking of obligations, directly or
indirectly, to be incurred in connection with Securities issued
on or before the fifth anniversary of the date on which the
Commission issues an order making effective the application-
declaration filed in this File No. 70-8885. Accordingly, to the
extent not authorized under the Financing Order in File No. 70-
8423, CSWI seeks the approval of the Commission required under
Sections 6(a), 7 and 12(b) of the Act and Rule 45 thereunder for
CSWI from time to time to issue such guarantees. The aggregate
principal amount of Securities with respect to which CSWI shall
issue such guarantees shall not exceed the Aggregate Principal
Amount. No fees or interest will be payable to CSWI by Energy or
any other associate company in respect of such guarantees. No
amounts advanced to CSWI by CSW under the Financing Order in File
No. 70-8423 will be used by CSWI to satisfy its obligations under
such guarantees.
The estimate of the approximate amount of fees and expenses
payable in connection with the transactions is $22,000.
Sections 6(a), 7 and 12 of the Act, and Rule 45 thereunder,
are or may be applicable to the guarantee by CSWI of Energy's
obligations with respect to the Securities. To the extent any
other sections of the Act, or rules thereunder, may be applicable
to the proposed transactions, each of CSW, Energy and CSWI
requests, for itself and its resepective subsidiaries and
associates, appropriate authority thereunder.
The Applicants state that no state or federal regulatory
authority, other than the Commission, has jurisdiction over the
proposed transactions.
For the Commission, by the Division of Investment
Management, pursuant to delegated authority.
Jonathan G. Katz
Secretary
