File No. 70-8133
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 15 (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 DEVELOPMENT-I, INC.
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75202
CSW ORANGE, INC.
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75202
ORANGE COGENERATION LIMITED PARTNERSHIP
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75202
ORANGE COGENERATION G.P., INC.
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75202
ORANGE COGENERATION GP II, INC.
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75202
CSW ORANGE II, 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)
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 Development-I, Inc.
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75202
Terry D. Dennis
President
CSW Orange, Inc.
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75202
Michael T. Moran
Chief Executive Officer of Orange Cogeneration G.P., Inc.,
the general partner of
Orange Cogeneration Limited Partnership
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75202
Michael T. Moran
Chief Executive Officer
Orange Cogeneration G.P., Inc.
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75202
Michael T. Moran
Chief Executive Officer
Orange Cogeneration GP II, Inc.
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75202
Terry D. Dennis
President
CSW Orange II, 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, 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 Development-I, Inc., a Delaware corporation
and a wholly-owned subsidiary of Energy ("Energy Sub"), Orange
Cogeneration GP II, Inc., a Delaware corporation and a subsidiary
of Energy Sub ("Orange GP Sub"), CSW Orange II, Inc., a Delaware
corporation and a wholly-owned subsidiary of Energy Sub ("Orange LP
Sub"), Orange Cogeneration G.P., Inc., a Delaware corporation and
a wholly-owned subsidiary of Orange GP Sub ("JV Sub"), CSW Orange,
Inc., a Delaware corporation and a wholly-owned subsidiary of
Orange LP Sub ("CSWO"), Orange Cogeneration Limited Partnership, a
Delaware limited partnership and a subsidiary of JV Sub and CSWO
(the "Project Venture" and collectively with CSW, Energy, Energy
Sub, Orange GP Sub, Orange LP Sub, JV Sub and CSWO, the
"Applicants"), hereby file this Amendment No. 15 (post-effective)
to the Application-Declaration in File No. 70-8133 (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 April 15, 1993 (HCAR No. 25796) in this
File No. 70-8133, the Commission authorized, among other things,
the then existing Applicants to form CSWO, JV Sub and the Project
Venture and to purchase the Project (as defined in the Application-
Declaration) from certain third parties. The Commission also
authorized the then existing Applicants to incur certain
development expenses not to exceed $7 million in connection with
the Project.
By supplemental order dated February 9, 1994 (HCAR No.
25988) in this File No. 70-8133, the Commission authorized, among
other things, the then existing Applicants to obtain a credit
facility (the "Credit Facility") for the construction and operation
of the Project in an amount up to $140 million. The Commission
also authorized an investment in the Project Venture by a third
party (the "New Limited Partner") in lieu of term financing for the
Project. The then existing Applicants were authorized to advance
certain funds (the "Advances"), in the event the Project Venture
was unable to obtain third party Project financing prior to the
start of Project construction, in the form of loans, open account
advances or additional equity contributions to the Project Venture
from Energy in an aggregate amount not to exceed $125 million. In
addition, the Commission authorized the issuance of corporate
guaranties by the then existing Applicants or stand-by letters of
credit with the then existing Applicants as account party in an
amount not to exceed $50 million, such guaranties or letters of
credit to support payment obligations of the Project Venture
required by the provider of third party financing for the Project
or fuel suppliers, fuel transportation or other third parties under
various project agreements.
By supplemental order dated September 12, 1994 (HCAR No.
26122) in this File No. 70-8133, the Commission authorized, among
other things, the then existing Applicants to organize Orange GP
Sub and Orange LP Sub and for Orange LP Sub to be assigned the
stock of CSWO held by Energy Sub and Orange GP Sub to be assigned
the stock of JV Sub held by Energy Sub.
In summary, pursuant to Amendment No. 14 (post-effective)
and this Amendment No. 15 (post-effective) to the Application-
Declaration, the Applicants seek a supplemental order of the
Commission under Sections 6(a), 7, 9(a), 10 and 12(b) of the Act,
and Rules 43, 45 and 51 thereunder, additionally authorizing the
following actions by the Applicants: (i) the organization of a
wholly-owned subsidiary of the Project Venture ("OCLP Sub"),
including the sale of the securities of OCLP Sub by it to the
Project Venture and the acquisition of such securities by the
Project Venture; (ii) the issuance by OCLP Sub of certain debt
securities (the "Orange Securities") in an aggregate principal
amount up to $140 million to third parties in reliance on
exemptions to the registration of the Orange Securities under the
Securities Act of 1933, as amended, including such exemptions
available under Rule 144A thereunder, which third parties will have
no recourse under the Orange Securities to CSW or any of its
domestic public utility subsidiaries; (iii) the loan by OCLP Sub to
the Project Venture of the proceeds of the Orange Securities
received by OCLP Sub; (iv) the guarantee by the Project Venture, JV
Sub, CSWO, Orange GP Sub and Orange LP Sub of OCLP Sub's
obligations under the Orange Securities; and (v) the pledge by each
of the Project Venture, JV Sub, CSWO, Orange GP Sub and Orange LP
Sub of substantially all of its respective assets, including the
partnership interests in the Project Venture held by JV Sub and
CSWO, the securities of JV Sub held by Orange GP Sub and the
securities of CSWO held by Orange LP Sub.
Item 1. Description of Proposed Transaction
Item 1 is hereby amended to restate the first paragraph
of Section 4(B) in its entirety as follows:
It is anticipated that the Project Venture will obtain a
credit facility (the "Credit Facility") provided by one or more
third parties to be determined (each, collectively, the "Project
Lender") that will purchase certain debt securities to be issued by
the Project Venture or OCLP Sub (each as more particularly
described below) in an amount not to exceed $140 million for the
construction and operation of the Project, which would include (a)
(i) a construction loan in an amount not to exceed $130 million, to
be later converted to, or refinanced by, a term loan or repaid by
additional equity capital provided by a new limited partner in the
Project Venture, which new limited partner would have a right to
distributions from the Project Venture on a preferred basis, and
(ii) letters of credit and a revolving working capital credit line,
each to be provided by the Project Lender, in an aggregate amount
not to exceed $10 million to issue any letters of credit or
guaranties that may be required by any fuel suppliers, fuel
transporters or other third parties under the Project documents and
to fund working capital for the Project, (b) the issuance by OCLP
Sub of certain debt securities to third parties in reliance on
exemptions to the registration of such securities under the
Securities Act of 1933, as amended, including such exemptions
available under Rule 144A thereunder, which third party Project
Lenders will have no recourse under such securities to CSW or any
of its domestic public utility subsidiaries, or (c) any combination
of the financing described in clauses (a) or (b), provided that in
no event shall such financing in the aggregate exceed $140 million.
It is anticipated that any unreimbursed drawings under any such
letters of credit issued as part of the Credit Facility will be
treated as loans thereunder. It is further anticipated that the
stock of JV Sub held by Orange GP Sub, the stock of CSWO held by
Orange LP Sub, the Project assets owned by the Project Venture and
the partnership interests of the Project Venture held by each of JV
Sub and CSWO may be required to be pledged as collateral to the
Project Lender as a condition to obtaining the Credit Facility.
Item 1 is hereby further amended to add the following
paragraph immediately at the end of Subsection 4(B)(ii):
To the extent that any such proceeds remain after
repaying the construction loan or issuing term debt to the New
Limited Partner (as the case may be), the Project Venture may
distribute the proceeds of the term financing or equity
contribution made by the New Limited Partner to its partners,
including JV Sub and CSWO, to reimburse such partners for costs and
risks incurred by such partners in connection with the development
and construction of the Project.
Item 6. Exhibits and Financial Statements
Item 6 is hereby amended to file the following exhibits:
Amended
Exhibit 1 - Proposed Notice of Proceeding.
Amended
Exhibit 3 - Preliminary Opinion of Milbank, Tweed,
Hadley & McCloy, counsel for CSW, Energy,
Energy Sub, Orange GP Sub, Orange LP Sub,
JV Sub, CSWO, the Project Venture and
OCLP Sub (to be filed by amendment).
Amended
Exhibit 3 - Final or "past-tense" Opinion of Milbank,
Tweed, Hadley & McCloy, counsel for CSW,
Energy, Energy Sub, Orange GP Sub, Orange
LP Sub, JV Sub, CSWO, the Project Venture
and OCLP Sub (to be filed with
Certificate of Notification).
Amended
Exhibit 5C - Financial Statements per books and pro
forma as of June 30, 1996 for CSW and
Energy - Orange Securities Option (to be
filed by amendment).
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: October 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 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 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 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 24, 1996
CSW DEVELOPMENT-I, 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: October 24, 1996
ORANGE COGENERATION GP II, INC.
By: /s/MICHAEL T. MORAN
Michael T. Moran, 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.
Dated: October 24, 1996
CSW ORANGE 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: October 24, 1996
ORANGE COGENERATION LIMITED PARTNERSHIP
By: ORANGE COGENERATION G.P., INC.,
its general partner
By: /s/MICHAEL T. MORAN
Michael T. Moran, 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.
Dated: October 24, 1996
CSW ORANGE, 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: October 24, 1996
ORANGE COGENERATION G.P., INC.
By: /s/MICHAEL T. MORAN
Michael T. Moran, Chief
Executive Officer
INDEX OF EXHIBITS
EXHIBIT TRANSMISSION
NUMBER EXHIBITS METHOD
1 Proposed Notice of Proceeding Electronic
(amended exhibit).
3 Preliminary Opinion of Milbank, ---
Tweed, Hadley & McCloy, counsel
for CSW, Energy, Energy Sub,
Orange GP Sub, Orange LP Sub, JV
Sub, CSWO, the Project Venture
and OCLP Sub (to be filed by
amendment).
4 Final "past-tense" Opinion of ---
Milbank, Tweed, Hadley & McCloy,
counsel for CSW, Energy, Energy Sub,
Orange GP Sub, Orange LP Sub, JV
Sub, CSWO, the Project Venture
and OCLP Sub (to be filed with the
Certificate of Notification).
5C Financial Statements per books ---
and pro forma as of June 30,
1996 for CSW and Energy - Orange
Securities Option (to be filed by
amendment).
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. (70-8133)
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 Development-I, Inc., a Delaware corporation
and a wholly-owned subsidiary of Energy ("Energy Sub"), Orange
Cogeneration GP II, Inc., a Delaware corporation and a subsidiary
of Energy Sub ("Orange GP Sub"), CSW Orange II, Inc., a Delaware
corporation and a wholly-owned subsidiary of Energy Sub ("Orange LP
Sub"), Orange Cogeneration G.P., Inc., a Delaware corporation and
a wholly-owned subsidiary of Orange GP Sub ("JV Sub"), CSW Orange,
Inc., a Delaware corporation and a wholly-owned subsidiary of
Orange LP Sub ("CSWO"), Orange Cogeneration Limited Partnership, a
Delaware limited partnership and a subsidiary of JV Sub and CSWO
(the "Project Venture" and collectively with CSW, Energy, Energy
Sub, Orange GP Sub, Orange LP Sub, JV Sub and CSWO, the
"Applicants"), have filed a post-effective amendment to the
Application-Declaration in File No. 70-8133 (the "Application-
Declaration") to amend the Application-Declaration as follows.
By order dated April 15, 1993 (HCAR No. 25796), the
Commission authorized the then existing Applicants to form CSWO, JV
Sub and the Project Venture and to purchase the Orange Cogeneration
Project (the "Project") from certain third parties. The Commission
also authorized the then existing Applicants to incur certain
development expenses not to exceed $7 million in connection with
the Project.
By order dated February 9, 1994 (HCAR No. 25988), the
Commission authorized the then existing Applicants to obtain a
credit facility (the "Credit Facility") for the construction and
operation of the Project in an amount up to $140 million. The
Commission also authorized an investment in the Project Venture by
a third party (the "New Limited Partner") in lieu of term financing
for the Project. The then existing Applicants were authorized to
advance certain funds, in the event the Project Venture was unable
to obtain third party Project financing prior to the start of
Project construction, in the form of loans, open account advances
or additional equity contributions to the Project Venture from
Energy in an aggregate amount not to exceed $125 million. In
addition, the Commission authorized the issuance of corporate
guaranties by the then existing Applicants or stand-by letters of
credit with the then existing Applicants as account party in an
amount not to exceed $50 million, such guaranties or letters of
credit to support payment obligations of the Project Venture
required by the provider of third party financing for the Project
or fuel suppliers, fuel transportation or other third parties under
various project agreements.
By order dated September 12, 1994 (HCAR No. 26122), the
Commission authorized the then existing Applicants to organize
Orange GP Sub and Orange LP Sub and for Orange LP Sub to be
assigned the stock of CSWO held by Energy Sub and Orange GP Sub to
be assigned the stock of JV Sub held by Energy Sub.
The Applicants now seek a supplemental order of the
Commission under Sections 6(a), 7, 9(a), 10 and 12(b) of the Act,
and Rules 43, 45 and 51 thereunder, additionally authorizing the
following actions by the Applicants: (i) the organization of a
wholly-owned subsidiary of the Project Venture ("OCLP Sub"),
including the sale of the securities of OCLP Sub by it to the
Project Venture and the acquisition of such securities by the
Project Venture; (ii) as an option to all or any portion of the
Credit Facility, the issuance by OCLP Sub of certain debt
securities (the "Orange Securities") in an aggregate principal
amount up to $140 million to third parties in reliance on
exemptions to the registration of the Orange Securities under the
Securities Act of 1933, as amended, including such exemptions
available under Rule 144A thereunder, which third parties will have
no recourse under the Orange Securities to CSW or any of its
domestic public utility subsidiaries; (iii) the loan by OCLP Sub to
the Project Venture of the proceeds of the Orange Securities
received by OCLP Sub; (iv) the guarantee by the Project Venture, JV
Sub, CSWO, Orange GP Sub and Orange LP Sub of OCLP Sub's
obligations under the Orange Securities; and (v) the pledge by each
of the Project Venture, JV Sub, CSWO, Orange GP Sub and Orange LP
Sub of substantially all of its respective assets, including the
partnership interests in the Project Venture held by JV Sub and
CSWO, the securities of JV Sub held by Orange GP Sub and the
securities of CSWO held by Orange LP Sub.
It is proposed that the Project Venture form OCLP Sub,
which the Applicants anticipate will be incorporated under the laws
of the State of Delaware with an authorized capital of up to 1,000
shares of common stock without par value. The Project Venture
would subscribe to all of OCLP Sub's common stock, upon approval of
the Commission of such investment. The organization of OCLP Sub
upon the terms described above will comply with Sections 9(a) and
10 of the Act, and the Project Venture seeks authority from the
Commission to undertake such transactions.
In the event OCLP Sub is formed, CSW, Energy, Energy Sub,
Orange GP Sub, Orange LP Sub, JV Sub, CSWO and the Project Venture
hereby request authority to include OCLP Sub in the flow of funds
for equity contributions, open account advances and intercompany
loans on the terms and in the manner authorized by the prior orders
of the Commission in this File No. 70-8133.
The Applicants seek to organize OCLP Sub to facilitate
the procurement of permanent financing for the Project. It is
desirable that the issuer of the debt securities (as more
particularly described below), the proceeds of which will provide
such permanent financing for the Project, be an entity for which
the possibility of bankruptcy is remote, and the ownership
structure proposed in the Application-Declaration is the method
presently used in the securities market to finance a privately-
owned nonutility project, such as the Project.
In lieu of the term loan financing previously authorized
in this file, the permanent financing of the Project may be
obtained by the Applicants through the issuance by OCLP Sub of the
Orange Securities to third parties in reliance on exemptions to the
registration of the Orange Securities under the Securities Act of
1933, as amended, including such exemptions available under Rule
144A thereunder. It is anticipated that OCLP Sub would loan to the
Project Venture the proceeds of the Orange Securities received by
OCLP Sub (the "OCLP Sub Loan"). The OCLP Sub Loan would be on
substantially the same terms as the Orange Securities, which terms
would be established by OCLP Sub and the purchasers of the Orange
Securities in an "arm's-length" transaction in accordance with
market expectations and requirements, to ensure that OCLP Sub will
be able to make the debt payments required with respect to the
Orange Securities. The Project Venture would distribute the
proceeds of the OCLP Sub Loan to its partners, including JV Sub and
CSWO, to reimburse such partners for costs and risks incurred by
such partners in connection with the development and construction
of the Project. The Applicants also request authorization for the
Project Venture to distribute the proceeds of the term loan
previously authorized by the Commission to its partners, including
JV Sub and CSWO, to reimburse such partners for costs and risks
incurred by such partners in connection with the development and
construction of the Project.
It is anticipated that the Project Venture, JV Sub, CSWO,
Orange GP Sub and Orange LP Sub may be required by the third party
providers of the Credit Facility or the purchasers of the Orange
Securities (collectively, the "Project Lenders") to guarantee OCLP
Sub's obligations under the Orange Securities. In connection with
such guarantee, each of the Project Venture, JV Sub, CSWO, Orange
GP Sub and Orange LP Sub may be required to pledge or assign as
collateral substantially all of its respective assets, including
the partnership interests in the Project Venture held by JV Sub and
CSWO, the securities of JV Sub held by Orange GP Sub and the
securities of CSWO held by Orange LP Sub. The Applicants believe
that the Project Lenders may require each such guarantee, pledge
and collateral assignment described above, and that such
requirement is consistent with ordinary market practices for
financings of privately-held nonutility projects such as the
Project. No fees or interest will be payable to the Project
Venture, JV Sub, CSWO, Orange GP Sub or Orange LP Sub in respect of
such guarantees, pledges or collateral assignments.
For the Commission, by the Division of Investment
Management, pursuant to delegated authority.
Jonathan G. Katz
Secretary
