SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________________
:
In the Matter of :
:
CENTRAL AND SOUTH WEST CORPORATION : CERTIFICATE
:
File No. 70-8423 : OF
:
(Public Utility Holding Company Act of 1935) : NOTIFICATION
:
_______________________________________________:
Central and South West Corporation (the "Company")
hereby certifies that:
1. On February 21, 1996 the Company entered into an
Underwriting Agreement (the "Underwriting Agreement") with Morgan
Stanley & Co. Incorporated, CS First Boston Corporation, Dean
Witter Reynolds Inc., Goldman, Sachs & Co. and Smith Barney Inc.
as U.S. representatives of the U.S. underwriters (the "U.S.
Underwriters") and Morgan Stanley & Co. International Limited, CS
First Boston Limited, Dean Witter International Ltd., Goldman
Sachs International and Smith Barney Inc. as international
representatives of the international underwriters (the
"International Underwriters" and together with the U.S.
Underwriters, the "Underwriters") for the negotiated sale of up
to 15,525,000 shares of the Company's Common Stock (the "Stock").
2. On February 27, 1996, the Company issued, sold and
delivered 15,525,000 shares of the Stock to the Underwriters at a
price of $25.625 per share, being the price specified in the
Underwriting Agreement.
3. The above-described transactions have been carried
out in accordance with the terms and conditions of, and for the
purposes represented in, the Form U-1 Application-Declaration of
the Company in File No. 70-8423, and in accordance with the terms
and conditions of the Commission's order dated September 27,
1995, related to the Application-Declaration.
The following exhibits (in the final form thereof in
which executed, filed or used) are filed herewith or have been
previously filed and are incorporated by reference herein:
Exhibit 2 - Final or "Past Tense" Opinion of
Milbank, Tweed, Hadley & McCloy,
United States counsel to the Company.
Exhibit 9 - Underwriting Agreement dated
February 21, 1996 (incorporated herein
by reference to Exhibit 1 to the
Company's Form 8-K dated February 22,
1996, File No. 1-1443).
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: March 8, 1996
Central and South West Corporation
By: /s/STEPHEN J. MCDONNELL
Stephen J. McDonnell
Treasurer
INDEX TO EXHIBITS
Exhibit Transmission
Number Exhibit Method
- ------- ------- ------------
2 Final or "Past Tense" Electronic
Opinion of Milbank,
Tweed, Hadley & McCloy,
United States Counsel
to the Company.
9 Underwriting Agreement Incorporated
dated February 21, 1996. by Reference
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, NY 10005
March 8, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Central and South West Corporation
Certificate of Notification to Form U-1
Application-Declaration (File No. 70-8423)
Gentlemen and Ladies:
We refer to the Form U-1 Application-Declaration (File No.
70-8423) under the Public Utility Holding Company Act of 1935, as
amended (the "Application-Declaration"), and the Certificate of
Notification thereto, filed by Central and South West
Corporation, a Delaware corporation and a registered holding
company ("CSW"), CSW Energy, Inc., a Texas corporation and a
wholly-owned nonutility subsidiary of CSW ("Energy"), and CSW
International, Inc., a Delaware corporation and a wholly-owned
nonutility subsidiary of CSW ("CSWI"). The Certificate of
Notification relates to the issue and sale of 15,525,000 shares
of CSW's Common Stock, par value $3.50 per share (the "Common
Stock"). As contemplated by the Application-Declaration, the
proceeds from the sale of the Common Stock were used to repay a
portion of the indebtedness incurred by CSW in connection with
the acquisition of SEEBOARD plc, a foreign utility company. In
connection with the Application-Declaration and the Certificate
of Notification, we have acted as counsel for CSW, Energy and
CSWI (collectively, the "CSW Entities") and, as such counsel, we
are familiar with the corporate proceedings taken by the CSW
Entities in connection with the issuance and sale of the Common
Stock as described in the Application-Declaration and Certificate
of Notification.
In connection with rendering the opinions expressed below,
we have examined such corporate records of the CSW Entities and
other documents as we have deemed necessary as a basis for the
opinions expressed below. In our examination, we have assumed
the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity with
authentic original documents of all documents submitted to us as
copies. As to various questions of fact material to such
opinions, we have, when relevant facts were not independently
established, relied upon certificates of appropriate
representatives of each of the CSW Entities and other appropriate
persons and statements contained in the Application-Declaration.
Based upon and subject to the foregoing and subject also to
the qualifications set forth below, and having considered such
questions of law as we have deemed necessary as a basis for the
opinions expressed below, we are of the opinion that:
1. CSW is validly organized and duly existing under
the laws of the State of Delaware.
2. All state laws applicable to the issue and sale of
the Common Stock as described in the Application-Declaration and
the Certificate of Notification, other than the state securities
or "blue sky" laws of various states as to which we express no
opinion, have been complied with.
3. The Common Stock has been validly issued and is
fully paid and non-assessable, and the holders thereof are
entitled to the rights and privileges appertaining thereto set
forth in CSW's Second Restated Certificate of Incorporation, as
amended.
4. The issue and sale of the Common Stock as
described in the Certificate of Notification has been carried out
in accordance with the terms and conditions of the Application-
Declaration and the Certificate of Notification.
5. The issue and sale of the Common Stock as
described in the Certificate of Notification did not violate the
legal rights of the holders of any securities issued by any of
the CSW Entities or any associate company of any of the CSW
Entities.
In rendering the opinions hereinabove expressed, we
have relied upon opinions of other counsel to CSW who are
qualified to practice in jurisdictions pertaining to the
transactions described above in which we are not admitted to
practice. The foregoing opinions are limited to matters
involving the federal laws of the United States of America and
the General Corporation Law of the State of Delaware, and we do
not express any opinion as to the laws of any other jurisdiction.
We hereby consent to the use of this opinion as an exhibit to the
Certificate of Notification.
Very truly yours,
/s/ MILBANK, TWEED, HADLEY & MCCLOY
Milbank, Tweed, Hadley & McCloy
