<PAGE>
File No. 70-8469
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4 (POST-EFFECTIVE) TO
FORM U-1 APPLICATION-DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
_________________________________________________________________
CENTRAL AND SOUTH WEST CORPORATION CSW SWEENY GP, INC.
1616 Woodall Rodgers Freeway 1616 Woodall Rodgers Freeway
P.O. Box 660164 P.O. Box 660164
Dallas, Texas 75202 Dallas, Texas 75202
CSW ENERGY, INC. CSW SWEENY GP II, INC.
1616 Woodall Rodgers Freeway 1616 Woodall Rodgers Freeway
P.O. Box 660164 P.O. Box 660164
Dallas, Texas 75202 Dallas, Texas 75202
CSW SWEENY LP, INC. CSW SWEENY LP II, INC.
1616 Woodall Rodgers Freeway 1616 Woodall Rodgers Freeway
P.O. Box 660164 P.O. Box 660164
Dallas, Texas 75202 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 660164
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 GP II, 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 LP 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, NY 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
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"), CSW Energy,
Inc., a Texas corporation and wholly-owned subsidiary of CSW
("Energy"), CSW Sweeny GP, Inc., a ("Energy Sub GP"), CSW Sweeny
GP II, Inc. ("Sweeny GP"), CSW Sweeny LP, Inc. ("Energy Sub LP"),
and CSW Sweeny LP II, Inc. ("Sweeny LP") (collectively, the
"Applicants") hereby file this Amendment No. 4 ("post-effective")
to the Application-Declaration in File No. 70-8469, for the
purpose of amending Item 6 thereto. In all other respects, the
Application-Declaration as previously filed will remain the same.
Item 6. Exhibits and Financial Statements.
Item 6 is hereby amended to file the following exhibits:
Exhibit 2 - Preliminary Opinion of Milbank, Tweed, Hadley
& McCloy, counsel for CSW, Energy, Energy Sub
GP, Energy Sub LP, Sweeny GP, Sweeny LP and
the Partnership
Exhibit 4 - Financial Statements per book and pro forma
as of March 31, 1996 of CSW and Subsidiaries
(consolidated), CSW and Energy.
S I G N A T U R E
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
document to be signed on its behalf by the undersigned thereunto
duly authorized.
Dated: May 22, 1996
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, the undersigned company has duly caused this
document to be signed on its behalf by the undersigned thereunto
duly authorized.
Dated: May 22, 1996
CSW ENERGY, 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, the undersigned company has duly caused this
document to be signed on its behalf by the undersigned thereunto
duly authorized.
Dated: May 22, 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 Act of 1935, the undersigned company has duly caused this
document to be signed on its behalf by the undersigned thereunto
duly authorized.
Dated: May 22, 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, the undersigned company has duly caused this
document to be signed on its behalf by the undersigned thereunto
duly authorized.
Dated: May 22, 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, the undersigned company has duly caused this
document to be signed on its behalf by the undersigned thereunto
duly authorized.
Dated: May 22, 1996
CSW SWEENY LP II, INC.
By/s/TERRY D. DENNIS
Terry D. Dennis
President
INDEX OF EXHIBITS
EXHIBIT TRANSMISSION
NUMBER EXHIBIT METHOD
2 Preliminary Opinion of Milbank, Electronic
Tweed, Hadley & McCloy, counsel
for CSW, Energy, Energy Sub GP,
Energy Sub LP, Sweeny GP, Sweeny
LP and the Partnership.
4 Financial Statements per book Electronic
and pro forma as of March 31, 1996
of CSW and Subsidiaries
(consolidated), CSW and Energy.
<PAGE>
AMENDED
EXHIBIT 2
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
May 16, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Central and South West Corporation, et al.
Post-Effective Amendments No. 3 and 4 to Form U-1
Application-Declaration--File No. 70-8469
Gentlemen/Ladies:
We refer to Post-Effective Amendments No. 3 and 4 (the
"Amendment") to the Form U-1 Application-Declaration (File No.
70-8469) (as so amended, the "Application-Declaration") under the
Public Utility Holding Company Act of 1935, as amended (the
"Act"), filed by Central and South West Corporation, a Delaware
corporation and a registered holding company ("CSW"), and CSW
Energy, Inc., a Texas corporation and a wholly-owned nonutility
subsidiary of CSW ("Energy"), CSW Sweeny GP, Inc., a Delaware
corporation and a wholly-owned nonutility subsidiary of Energy
("Energy Sub GP"), CSW Sweeny LP, Inc., a Delaware corporation
and a wholly-owned nonutility subsidiary of Energy ("Energy Sub
LP"), CSW Sweeny GP II, Inc., a Delaware corporation and a
wholly-owned nonutility subsidiary of Energy Sub GP ("Sweeny
GP"), and CSW Sweeny LP II, Inc., a Delaware corporation and a
wholly-owned nonutility subsidiary of Energy Sub LP ("Sweeny LP",
and, collectively with CSW, Energy, Energy Sub GP, Energy Sub LP
and Sweeny GP, the "CSW Entities"). Capitalized terms used
herein and not defined herein have the meanings assigned thereto
in the Amendment.
The Amendment relates to the proposed investment by CSW
and Energy in a qualifying facility, as defined under 18 CFR part
292; the equity investment of Energy in Energy Sub GP and Energy
Sub LP, of Energy Sub GP in Sweeny GP, of Energy Sub LP in Sweeny
LP, and of Sweeny GP and Sweeny LP in the Partnership; third
party financings; and intra-system financings among CSW Entities
and between CSW Entities and the Partnership. Such investments
and financings may involve:
(i) the issuance of one or more notes by the Partnership to
one or more Project Lenders in connection with (a)
construction loans and term loans to the Partnership
by such Project Lenders, (b) the extension of a working
capital line of credit by such Project Lenders to the
Partnership, and (c) the issuance of letters of credit
by such Project Lenders at the request of the
Partnership;
(ii) the issuance of one or more notes by CSW or Energy to
the provider of certain letters of credit and
irrevocable standby letters of credit;
(iii) the issuance of guarantees by one or more of the CSW
Entities to one or more third parties in connection
with the activities described in the Amendment;
(iv) the issuance by the Partnership of equity securities
of, or other equity interests in, the Partnership in
connection with contributions of capital and/or
additional equity to the Partnership by CSW, Energy,
one or more other CSW Entities, and/or New Partner;
(v) the acquisition of equity securities of Energy Sub GP
and Energy Sub LP by Energy in connection with the
equity investment of Energy in Energy Sub GP and Energy
Sub LP, the acquisition of equity securities of Sweeny
GP by Energy Sub GP in connection with the equity
investment of Energy Sub GP in Sweeny GP, the
acquisition of equity securities of Sweeny LP by Energy
Sub LP in connection with the equity investment of
Energy LP in Sweeny LP, and the acquisition of equity
securities of the Partnership by Sweeny GP and Sweeny
LP in connection with the equity investment of Sweeny
GP and Sweeny LP in the Partnership;
(vi) the acquisition by CSW, Energy and/or one or more of
the CSW Entities of equity securities of the
Partnership in connection with contribution(s) of
capital and/or additional equity to, and equity support
agreements in support of, the Partnership;
(vii) the issuance by the Partnership of promissory notes to
CSW Entities (and the acquisition of such promissory
notes by such CSW Entities) in connection with loans to
the Partnership by such CSW Entities; and
(viii) the pledge of stock of Energy Sub GP, Sweeny GP, Energy
Sub LP and Sweeny LP, the Project assets owned by the
Partnership and the partnership interests in the
Partnership held by Sweeny GP and Sweeny LP to the
Project Lender as a condition to obtaining the Credit
Facility, the Letters of Credit and the Guaranties.
The preliminary opinion of counsel herein relates solely to the
transactions enumerated in subparagraphs (i) through (viii) above
(the "Transactions") and does not relate to other transactions
and matters proposed in the Application-Declaration and
previously authorized by the Commission. Such other transactions
and matters are addressed in other preliminary opinions of
counsel previously filed with the Commission. In connection with
the Application-Declaration, we have acted as counsel for the CSW
Entities and, as such counsel, we are familiar with the
partnership or corporate proceedings taken and to be taken by the
CSW Entities in connection with the transactions proposed in the
Amendment.
We have examined originals, or copies certified to our
satisfaction, of such partnership or corporate records of the CSW
Entities, certificates of public officials, certificates of
officers and representatives of each CSW Entity and other
documents as we have deemed it necessary to require as a basis
for the opinions hereinafter expressed. In such examination we
have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and
the conformity with the originals 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 by officers of CSW Entities
and other appropriate persons and statements contained in the
Application-Declaration.
For the purposes of the opinions expressed below, we
have also assumed (except, to the extent set forth in our
opinions below, as to the CSW Entities) that all of the documents
referred to in this opinion letter will have been duly
authorized, executed and delivered by, and will constitute legal,
valid, binding and enforceable obligations of, all of the parties
to such documents, that all signatories to such documents will
have been duly authorized, that all such parties are duly
organized and validly existing and will have the power and
authority (corporate, partnership or other) to execute, deliver
and perform such documents and that such authorization, execution
and delivery by each such party will not, and such performance
will not, breach or constitute a violation of any law of any
jurisdiction.
Based upon the foregoing, and having regard to legal
considerations which we deem relevant, we are of the opinion
that, in the event that the proposed transactions are consummated
in accordance with the Application-Declaration, as it may be
amended, and subject to the assumptions and conditions set forth
below:
1. Each of Energy Sub GP, Energy Sub LP, Sweeny
GP, and Sweeny LP is, and the Partnership upon its
respective organization will be, validly organized and duly
existing under the laws of the State of Delaware.
2. Each promissory note issued by the
Partnership in connection with the Transactions will be a
valid and binding obligation of the Partnership in
accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium or other similar laws
affecting creditors' rights generally and the application
of general principles of equity (regardless of whether
enforceability is considered in equity or at law).
3. Each promissory note issued by CSW and each
promissory note issued by Energy in connection with the
Transactions will be a valid and binding obligation of CSW
or Energy (as the case may be), in each case in accordance
with the terms of such promissory note and guarantee,
subject to bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights
generally and the application of general principles of
equity (regardless of whether enforceability is considered
in equity or at law).
4. Each promissory note guaranteed by a CSW
Entity will be a valid and binding obligation of such CSW
Entity, in each case in accordance with the terms of such
promissory note and such guarantee, subject to bankruptcy,
insolvency, reorganization, moratorium or other similar laws
affecting creditors' rights generally and the application of
general principles of equity (regardless of whether
enforceability is considered in equity or at law).
5. CSW, Energy and each applicable CSW Entity
will legally acquire any equity securities of, or other
equity interests in, the Partnership in connection with
contributions of capital or additional equity to, or equity
support agreements in support of, the Partnership.
6. The stock of Energy Sub GP, Sweeny GP, Energy
Sub LP and Sweeny LP pledged to the Project Lender as a
condition to obtaining the Letters of Credit and the
Guaranties will be validly issued, fully paid and
nonassessable, and the holders thereof will be entitled to
the rights and privileges appertaining thereto set forth in
the articles or certificate of incorporation or comparable
governing documents of Energy Sub GP, Sweeny GP, Energy Sub
LP and Sweeny LP, respectively. The equity securities (i)
issued by the Partnership to CSW, Energy, the CSW Entities
and New Partner in connection with contributions of capital
or additional equity to, or equity support agreements in
support of, the Partnership, or (ii) pledged to the Project
Lender as a condition to obtaining the Credit Facility, the
Letters of Credit and the Guaranties, will be validly
issued, fully paid and nonassessable (except as may be
provided in the partnership agreement or the applicable
provisions of the Delaware Revised Uniform Limited
Partnership Act), and the holders thereof will be entitled
to the rights and privileges appertaining thereto set forth
in the partnership agreement for the Partnership and any
other applicable document defining such rights and
privileges.
7. The consummation of the proposed transactions
as described in the Amendment will not violate the legal
rights of the holders of any securities issued by any CSW
Entity or any associate company of any CSW Entity.
8. All state laws applicable to the proposed
Transactions will have been complied with.
The opinions expressed above in respect of the
Transactions are subject to the following assumptions or
conditions:
a. The Transactions will have been duly
authorized and approved to the extent required by state law
by the Boards of Directors of each CSW Entity.
b. The Securities and Exchange Commission will
have duly entered an appropriate order or orders granting
and permitting the Amendment to become effective with
respect to the Transactions.
c. The promissory notes to be issued and/or
guaranteed, and the guarantees to be issued, shall be
governed by and construed in accordance with the laws of the
State of New York, without giving effect to the conflict-of-
laws rules thereof; shall be in form satisfactory to us;
shall be properly completed and executed and, where
required, countersigned; and the rates of interest thereon
shall not exceed the interest rates permitted by applicable
state and federal law.
d. Borrowings will not exceed those levels
permitted from time to time by the borrower's articles or
certificate of incorporation, partnership agreement, other
governing documents, debt instruments and agreements to
which the borrower is a party or by which its property is
bound, and applicable laws and orders of governmental and
regulatory authorities with jurisdiction over the borrower.
e. Each partner receiving or pledging an equity
security of the Partnership will have contributed all cash,
property or services which such partner has promised to
contribute in consideration of the issuance of such equity
security, in accordance with the applicable partnership
agreement, subscription agreement and other governing
instruments of the Partnership.
f. All required organizational documents of the
Partnership, in proper form, shall have been duly and
validly adopted and shall have been filed with (and the
filing thereof accepted by) the Secretary of State of the
State of Delaware; all other acts and formalities as are
required by the laws of the State of Delaware for the valid
organization and due existence of the Partnership shall have
been taken; and no action or proceeding for the dissolution
or liquidation of Energy Sub GP, Energy Sub LP, Sweeny GP,
Sweeny LP, or the Partnership, or threatening the existence
thereof, shall have been taken or commenced.
g. The purchase or subscription price or other
consideration to be paid or given for the shares of stock of
Energy Sub GP, Sweeny GP, Energy Sub LP and Sweeny LP
pledged to the Project Lender as a condition to obtaining
the Letters of Credit shall have been paid and shall be not
less than the par value of such shares or such higher amount
as may be fixed by the governing corporate resolutions of
the issuer of such shares; certificates representing such
shares shall have been duly executed, countersigned and
registered by the applicable transfer agent and registrar
(if any); and all other acts and formalities required for
such shares to be validly issued shall have been taken.
h. No act or event other than as described herein
shall have occurred subsequent to the date hereof which
would change the opinions expressed above.
i. The consummation of the Transactions shall be
conducted under our supervision, and all legal matters
incident thereto shall be satisfactory to us, including the
receipt in satisfactory form of such opinions of other
counsel, qualified to practice in jurisdictions pertaining
to the Transactions in which we are not admitted to
practice, as we may deem appropriate.
We hereby consent to the use of this opinion as an
exhibit to the Application-Declaration.
Very truly yours,
/s/ MILBANK, TWEED, HADLEY & McCLOY
Milbank, Tweed, Hadley & McCloy
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE> 1
INDEX EXHIBIT 4
TO
FINANCIAL STATEMENTS Page
Number
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES
Consolidated Balance Sheets - Per Books and Pro Forma
as of March 31, 1996 3 - 4
Consolidated Statement of Income for the Twelve Months Ended
March 31, 1996 5
Consolidated Statement of Retained Earnings for the Twelve Months
Ended March 31, 1996 6
Statements of Long-Term Debt Outstanding as of March 31, 1996 7 - 10
Statements of Preferred Stock Outstanding as of March 31, 1996 11
CENTRAL AND SOUTH WEST CORPORATION (CORPORATE)
Balance Sheets - Per Books and Pro Forma as of March 31, 1996 12
Statement of Income for the Twelve Months Ended March 31, 1996 13
CSW Energy, Inc.
Balance Sheets - Per Books and Pro Forma as of March 31, 1996 14
Statement of Income for the Twelve Months Ended March 31, 1996 15
Statement of Retained Earnings for the Twelve Months Ended
March 31, 1996 16
CSW Sweeny GP, Inc.
Balance Sheets - Per Books and Pro Forma as of March 31, 1996 17
CSW Sweeny GP II, Inc.
Balance Sheets - Per Books and Pro Forma as of March 31, 1996 18
CSW Sweeny LP, Inc.
Balance Sheets - Per Books and Pro Forma as of March 31, 1996 19
CSW Sweeny LP II, Inc.
Balance Sheets - Per Books and Pro Forma as of March 31, 1996 20
Sweeny Cogeneration LP
Balance Sheets - Per Books and Pro Forma as of March 31, 1996 21
PRO FORMA ADJUSTMENTS TO BALANCE SHEETS 22
STATEMENT OF CHANGES 23
CAPITALIZATION RATIOS - Per books and Pro forma 24
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 25
<PAGE> 3
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF MARCH 31, 1996
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
-------- -------- --------
<CAPTION>
ASSETS
<S> <C> <C> <C>
PLANT
Electric utility
Production $5,899 $5,899
Transmission 1,494 1,494
Distribution 3,847 3,847
General 1,281 1,281
Construction work in progress 279 279
Nuclear fuel 170 170
Gas 878 878
Other diversified 24 24
-------- -------- --------
13,872 0 13,872
Less - Accumulated depreciation 4,864 4,864
-------- -------- --------
9,008 0 9,008
-------- -------- --------
CURRENT ASSETS
Cash and temporary cash investments 262 300 562
Accounts receivable 1,041 1,041
Materials and supplies, at average
cost 184 184
Electric fuel inventory,
substantially at average cost 124 124
Prepayments and other 171 171
-------- -------- --------
1,782 300 2,082
-------- -------- --------
DEFERRED CHARGES AND OTHER ASSETS
Deferred plant costs 513 513
Mirror CWIP asset - net 309 309
Other non-utility investments 358 358
Income tax related regulatory assets,
net 257 257
Goodwill 1,355 1,355
Other 390 390
-------- -------- --------
3,182 0 3,182
-------- -------- --------
$13,972 $300 $14,272
======== ======== ========
<PAGE> 4
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF MARCH 31, 1996
UNAUDITED
(Millions)
<CAPTION>
Per Pro Forma Pro
Books Adjustments Forma
-------- -------- --------
CAPITALIZATION AND LIABILITIES
<S> <C> <C> <C>
CAPITALIZATION
Common Stock Equity -
Common stock, $3.50 par value,
authorized 350,000,000 shares;
issued and outstanding 208,400,000
shares $732 $732
Paid-in capital 977 977
Retained earnings 1,860 1,860
Foreign currency translation
adjustment (24) (24)
-------- -------- --------
Total Common Stock Equity 3,545 0 3,545
Preferred stock
Not subject to mandatory
redemption 292 292
Subject to mandatory redemption 34 34
Long-term debt 4,728 300 5,028
-------- -------- --------
Total Capitalization 8,599 300 8,899
-------- -------- --------
CURRENT LIABILITIES
Long-term debt/preferred stock
due within twelve months 4 4
Short-term debt 770 770
Short-term debt - CSW Credit 588 588
Accounts payable 583 583
Accrued taxes 137 137
Accrued interest 84 84
Provision for SEEBOARD acceptances 122 122
Other 196 196
-------- -------- --------
2,484 0 2,484
-------- -------- --------
DEFERRED CREDITS
Income taxes 2,385 2,385
Investment tax credits 302 302
Other 202 202
-------- -------- --------
2,889 0 2,889
-------- -------- --------
$13,972 $300 $14,272
======== ======== ========
<PAGE> 5
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED MARCH 31, 1996
UNAUDITED
(Millions)
OPERATING REVENUES $3,836
--------
OPERATING EXPENSES AND TAXES
Fuel and purchased power 1,577
Other operating 709
Maintenance 152
Depreciation and amortization 384
Taxes, other than income 173
Income taxes 163
--------
3,158
--------
OPERATING INCOME 678
--------
OTHER INCOME AND DEDUCTIONS 74
--------
74
INCOME BEFORE INTEREST CHARGES 752
--------
INTEREST CHARGES
Interest on long-term debt 294
Interest on short-term debt and other 54
--------
348
--------
INCOME FROM CONTINUING OPERATIONS 404
DISCONTINUED OPERATIONS
Income from discontinued operations, net of tax 29
--------
NET INCOME 433
Preferred stock dividends 18
--------
NET INCOME FOR COMMON STOCK $415
========
<PAGE> 6
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
FOR THE TWELVE MONTHS ENDED MARCH 31, 1996
UNAUDITED
(Millions)
RETAINED EARNINGS AT MARCH 31, 1995 $1,781
Add: Net income for common stock 415
--------
2,196
Deduct: Common stock dividends 332
True-up of proir period liability 4
--------
RETAINED EARNINGS AT MARCH 31, 1996 $1,860
========
<PAGE> 7
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING
AS OF MARCH 31, 1996
UNAUDITED
(Millions)
CENTRAL POWER AND LIGHT COMPANY
First mortgage bonds -
Series J, 6-5/8%, due January 1, 1998 $28
Series L, 7%, due February 1, 2001 36
Series T, 7-1/2%, due December 15, 2014 112
Series AA, 7-1/2%, due March 1, 2020 50
Series BB, 6%, due October 1, 1997 200
Series CC, 7-1/4%, due October 1, 2004 100
Series DD, 7-1/8%, due December 1, 1999 25
Series EE, 7-1/2%, due December 1, 2002 115
Series FF, 6-7/8%, due February 1, 2003 50
Series GG, 7-1/8%, due February 1, 2008 75
Series HH, 6%, due April 1, 2000 100
Series II, 7-1/2%, due April 1, 2023 100
Series JJ, 7-1/2%, due May 1, 1999 100
Series KK, 6-5/8%, due July 1, 2005 200
Installment sales agreements -
Pollution control bonds
Series 1984, 7-7/8%, due September 15, 2014 6
Series 1986, 7-7/8%, due December 1, 2016 60
Series 1993, 6%, due July 1, 2028 120
Series 1995, 6-1/10%, due July 1, 2028 101
Series 1995, variable, due November 1, 2015 41
Unamortized discount (6)
Unamortized costs of reacquired debt (93)
--------
$1,520
--------
<PAGE> 8
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF MARCH 31, 1996
UNAUDITED
(Millions)
PUBLIC SERVICE COMPANY OF OKLAHOMA
First mortgage bonds -
Series K, 7-1/4%, due January 1, 1999 $25
Series L, 7-3/8%, due March 1, 2002 30
Series S, 7-1/4%, due July 1, 2003 65
Series T, 7-3/8%, due December 1, 2004 50
Series U, 6-1/4%, due April 1, 2003 35
Series V, 7-3/8%, due April 1, 2023 100
Series W, 6-1/2%, due June 1, 2005 50
Installment sales agreements -
Pollution control bonds
Series A, 5.9%, due December 1, 2007 35
Series 1984 7-7/8, due December 15, 2014 12 *
Long-term note
Series A-1, 5.89%, due December 15, 2000 10
Series A-2, 5.91%, due March 1, 2001 6
Series A-3, 6.02%, due March 1, 2001 5
Series A-4, 6.02%, due March 1, 2001 9
Unamortized discount (4)
Unamortized costs of reacquired debt (19)
--------
* Rounded down from 12,660,000 $409
--------
<PAGE> 9
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF MARCH 31, 1996
UNAUDITED
(Millions)
SOUTHWESTERN ELECTRIC POWER COMPANY
First mortgage bonds -
Series V, 7-3/4%, due June 1, 2004 $40
Series W, 6-1/8%, due September 1, 1999 40
Series X, 7%, due September 1, 2007 90
Series Y, 6-5/8%, due February 1, 2003 55
Series Z, 7-1/4%, due July 1, 2023 45
Series AA, 5-1/4%, due April 1, 2000 45
Series BB, 6-7/8%, due October 1, 2025 80
1976 Series A, 6.2%, due November 1, 2006 7
1976 Series B, 6.2%, due November 1, 2006 1
Installment sales agreements -
Pollution control bonds
1978 Series A, 6%, due January 1, 2008 14
Series 1986, 8.2%, due July 1, 2014 82
1991 Series A, 8.2%, due August 1, 2011 17
1991 Series B, 6.9%, due November 1, 2004 12
Series 1992, 7.6%, due January 1, 2019 54
Bank loan, variable rate, due June 15, 2000 50
Railcar lease obligations 14
Unamortized costs of reacquired debt (43)
Amount to be redeemed within one year (4)
--------
$599
--------
WEST TEXAS UTILITIES COMPANY
First mortgage bonds -
Series P, 7-3/4%, due July 1, 2007 25
Series Q, 6-7/8%, due October 1, 2002 35
Series R, 7%, due October 1, 2004 40
Series S, 6-1/8%, due February 1, 2004 40
Series T, 7-1/2%, due April 1, 2000 40
Series U, 6-3/8%, due October 1, 2005 80
Installment sales agreement -
Pollution control bonds
Series 1984, 7-7/8%, due September 15, 2014 44
Unamortized discount and premium (1)
Unamortized costs of reacquired debt (29)
--------
$274
--------
<PAGE> 10
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF MARCH 31, 1996
UNAUDITED
(millions)
SEEBOARD plc
Long-term debt facility, floating rate, due 2001 $1,084
Eurobond, 8-1/2%, due October 3, 2005 152
Unamortized discount and premium (1)
--------
$1,235
--------
TRANSOK, INC.
Note payable, 8.960%, due April 17, 2017 $15
Note payable, 8.280%, due April 16, 2007 3
Note payable, 7.712%, due April 16, 2002 3
Note payable, 7.712%, due April 22, 2002 17
Note payable, 8.625%, due May 21, 2012 5
Note payable, 7.106%, due May 20, 1999 3
Note payable, 7.694%, due May 20, 2004 1
Note payable, 7.762%, due May 22, 2003 2
Note payable, 7.106%, due May 21, 1999 5
Note payable, 7.694%, due May 28, 2004 2
Note payable, 7.762%, due June 3, 2003 4
Note payable, 7.694%, due June 2, 2004 2
Note payable, 8.625%, due August 27, 2012 5
Note payable, 7.712%, due August 26, 2002 5
Note payable, 7.712%, due August 26, 2002 1
Note payable, 7.712%, due August 28, 2002 14
Note payable, 7.106%, due December 1, 1999 15
Note payable, 7.694%, due March 1, 2004 10
Note payable, 7.694%, due March 1, 2004 3
Note payable, 7.694%, due December 15, 2004 2
Note payable, 7.694%, due December 15, 2004 1
Note payable, 7.694%, due March 1, 2004 1
Note payable, 7.712%, due May 15, 2002 5
Note payable, 7.712%, due May 15, 2002 5
Note payable, 7.762%, due December 23, 2003 11
Note payable, 6.875%, due March 18, 2005 1
Note payable, 6.875%, due March 18, 2005 1
Note payable, 6.875%, due March 1, 2005 6
Note payable, 6.875%, due March 24, 2005 5
Note payable, 6.875%, due March 28, 2005 12
Note payable, 7.750%, due April 24, 2023 10
Note payable, 6.875%, due April 25, 2005 3
Note payable, 7.750%, due April 26, 2023 5
Note payable, 6.875%, due April 26, 2005 7
Note payable, 7.762%, due April 29, 2003 2
Note payable, 7.694%, due April 30, 2004 1
Note payable, 6.875%, due May 5, 2005 1
Note payable, 7.070%, due May 5, 2008 1
Note payable, 7.694%, due January 12, 2004 5
--------
$200
--------
CENTRAL AND SOUTH WEST CORPORATION
Credit facility(for SEEBOARD purchase), 6.287%, due
November 13, 2000 431
--------
$431
CENTRAL AND SOUTH WEST SERVICES, INC. --------
Term loan facility, Variable rate, due
December 1, 2001 60
--------
$60
--------
TOTAL CONSOLIDATED $4,728
========
<PAGE> 11
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF PREFERRED STOCK OUTSTANDING
AS OF MARCH 31, 1996
UNAUDITED
(Millions)
NOT SUBJECT TO MANDATORY REDEMPTION
CENTRAL POWER AND LIGHT COMPANY
4.00% Series, 100,000 shares $10
4.20% Series, 75,000 shares 7
7.12% Series, 260,000 shares 26
8.72% Series, 500,000 shares 50
Auction Money Market, 750,000 shares 75
Auction Series A, 425,000 shares 42
Auction Series B, 425,000 shares 43
Issuance expense (3)
--------
$250
--------
PUBLIC SERVICE COMPANY OF OKLAHOMA
4.00% Series, 97,900 shares $10
4.24% Series, 100,000 shares 10
--------
$20
--------
SOUTHWESTERN ELECTRIC POWER COMPANY
5.00% Series, 75,000 shares $8
4.65% Series, 25,000 shares 2
4.28% Series, 60,000 shares 6
--------
$16
--------
WEST TEXAS UTILITIES COMPANY
4.40% Series, 60,000 shares 6
--------
Total Consolidated $292
========
SUBJECT TO MANDATORY REDEMPTION
SOUTHWESTERN ELECTRIC POWER COMPANY
6.95% Series, 352,000 shares $36
Amount to be redeemed within one year (2)
--------
Total Consolidated $34
========
<PAGE> 12
CENTRAL AND SOUTH WEST CORPORATION
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF MARCH 31, 1996
UNAUDITED
(Millions)
<CAPTION>
Per Pro Forma Pro
Books Adjustments Forma
-------- -------- --------
<S> <C> <C> <C>
ASSETS
Electric Utility
General $4 $4
Less - Accumulated depreciation (1) (1)
-------- -------- --------
NET PLANT 3 3
INVESTMENTS IN COMMON STOCK
OF SUBSIDIARY COMPANIES (at equity) 3,741 50 3,791
-------- -------- --------
CURRENT ASSETS
Cash and temporary cash investments 9 9
Advances to affiliates 423 423
Accounts receivable - Affiliated 586 586
Prepayments and other 20 20
-------- -------- --------
1,038 1,038
-------- -------- --------
DEFERRED CHARGES AND OTHER ASSETS 50 50
-------- -------- --------
$4,832 $50 $4,882
======== ======== ========
CAPITALIZATION
Common Stock Equity -
Common stock, $3.50 par value;
authorized 350,000,000 shares;
issued and outstanding 208,400,000
shares $732 $732
Paid-in capital 977 977
Retained earnings 1,860 1,860
-------- -------- --------
Total Common Stock Equity 3,569 0 3,569
-------- -------- --------
Long-term debt 431 50 481
-------- -------- --------
Total Capitalization 4,000 50 4,050
-------- -------- --------
CURRENT LIABILITIES
Short-term debt 770 770
Accounts payable and other 24 24
-------- -------- --------
794 0 794
-------- -------- --------
DEFERRED CREDITS 38 38
-------- -------- --------
$4,832 $50 $4,882
======== ======== ========
<PAGE> 13
CENTRAL AND SOUTH WEST CORPORATION
STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED MARCH 31, 1996
UNAUDITED
(Millions)
INCOME
Equity in earnings of subsidiaries
Central Power and Light Company $193
Public Service Company of Oklahoma 79
Southwestern Electric Power Company 113
West Texas Utilities Company 32
SEEBOARD plc 30
Transok, Inc. 29
CSW Credit, Inc. 7
CSW Energy, Inc. 6
CSW Leasing, Inc. 1
CSW International, Inc. (4)
CSW Communications, Inc. (2)
Enershop Inc. (1)
Central and South West Services, Inc. 0
Other Income 52
--------
$535
--------
EXPENSES AND TAXES
General and administrative expenses 75
Interest expense 67
Federal income taxes (25)
Other 3
--------
120
--------
NET INCOME $415
========
<PAGE> 14
CSW ENERGY, INC.
BALANCE SHEET
PER BOOK AND PRO FORMA
MARCH 31, 1996
UNAUDITED
(000's)
<CAPTION>
Per Pro Forma Pro
Books Adjustments Forma
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
Accounts receivable 2,375 2,375
Other Current Assets 2,920 2,920
5,295 0 5,295
NONCURRENT ASSETS
Equity Investments 197,314 50,000 247,314
Notes Receivable 10,153 10,153
Deferred Charges and Other 10,233 10,233
217,700 50,000 267,700
TOTAL 222,995 50,000 272,995
LIABILITIES AND EQUITY
LIABILITIES
Accounts Payable and Other 39,465 39,465
Borrowings from CSW Corp. 62,904 62,904
Other Liabilities 5,297 5,297
Accumulated Deferred Income
Taxes 39,760 39,760
147,426 0 147,426
EQUITY
Common Stock 1 1
Paid-In Capital 70,728 50,000 120,728
Retained Earnings 4,840 4,840
75,569 50,000 125,569
TOTAL 222,995 50,000 272,995
<PAGE> 15
CSW ENERGY, INC.
STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED MARCH 31, 1996
UNAUDITED
(000's)
Income:
Income from Equity Investments 16,892
Interest Income 10,719
Misc. Income 4,077
Total Income 31,688
Expenses:
Depreciation and Amortization 1,735
Outside Services 4,023
Provision for DFIT 17,497
IncomeTax Benefit (13,271)
Expenses Transferred Out (5,148)
Interest Expense 7,563
General and Administrative Expen 13,428
Total Expenses 25,827
Net Income/(Loss) 5,861
<PAGE> 16
CSW ENERGY, INC.
STATEMENT OF RETAINED EARNINGS
FOR THE TWELVE MONTHS ENDED MARCH 31, 1996
UNAUDITED
(000's)
RETAINED EARNINGS AT MARCH 31, 1995 (1,021)
Add: Net Income 5,861
RETAINED EARNINGS AT MARCH 31, 1996 4,840
<PAGE> 17
CSW SWEENY GP, INC.
BALANCE SHEET
PER BOOK AND PRO FORMA
MARCH 31, 1996
UNAUDITED
(000's)
Per Pro Forma Pro
Books Adjustments Forma
ASSETS
Accounts receivable 5 5
Notes Receivable 1,159 1,159
Equity Investment 10,000 10,000
TOTAL 1,164 10,000 11,164
LIABILITIES & EQUITY
Accounts Payable 5 5
Notes Payable 1,159 1,159
Paid-In Capital 10,000 10,000
TOTAL 1,164 10,000 11,164
<PAGE> 18
CSW SWEENY GP II, INC.
BALANCE SHEET
PER BOOK AND PRO FORMA
MARCH 31, 1996
UNAUDITED
(000's)
Per Pro Forma Pro
Books Adjustments Forma
ASSETS
Accounts receivable 5 5
Notes Receivable 1,159 1,159
Equity Investment 10,000 10,000
TOTAL 1,164 10,000 11,164
LIABILITIES & EQUITY
Accounts Payable 5 5
Notes Payable 1,159 1,159
Paid-In Capital 10,000 10,000
TOTAL 1,164 10,000 11,164
<PAGE> 19
CSW SWEENY LP, INC.
BALANCE SHEET
PER BOOK AND PRO FORMA
MARCH 31, 1996
UNAUDITED
(000's)
Per Pro Forma Pro
Books Adjustments Forma
ASSETS
Accounts receivable 21 21
Notes Receivable 4,633 4,633
Equity Investment 40,000 40,000
TOTAL 4,654 40,000 44,654
LIABILITIES & EQUITY
Accounts Payable 21 21
Notes Payable 4,633 4,633
Paid-In Capital 40,000 40,000
TOTAL 4,654 40,000 44,654
<PAGE> 20
CSW SWEENY LP II, INC.
BALANCE SHEET
PER BOOK AND PRO FORMA
MARCH 31, 1996
UNAUDITED
(000's)
Per Pro Forma Pro
Books Adjustments Forma
ASSETS
Accounts receivable 21 21
Notes Receivable 4,633 4,633
Equity Investment 40,000 40,000
TOTAL 4,654 40,000 44,654
LIABILITIES & EQUITY
Accounts Payable 21 21
Notes Payable 4,633 4,633
Paid-In Capital 40,000 40,000
TOTAL 4,654 40,000 44,654
<PAGE> 21
SWEENY COGENERATION LP
BALANCE SHEET
PER BOOK AND PRO FORMA
MARCH 31, 1996
UNAUDITED
(000's)
Per Pro Forma Pro
Books Adjustments Forma
ASSETS
Cash (165) 300,000 299,835
WIP 6,132 6,132
Equity Investment 0
TOTAL 5,967 300,000 305,967
LIABILITIES & EQUITY
Accounts Payable 54 54
Retainage Payable 121 121
Notes Payable 5,792 250,000 255,792
Partners' Capital 50,000 50,000
TOTAL 5,967 300,000 305,967
<PAGE> 22
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
PRO FORMA ADJUSTMENTS TO BALANCE SHEETS
MARCH 31, 1996
UNAUDITED
(Millions)
<CAPTION>
DR CR
-------- --------
<S> <C> <C>
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES
Cash 300
Long-term debt 300
Record investment in CSW Energy project
CENTRAL AND SOUTH WEST CORPORATION (CORPORATE)
Cash 50
Long-term debt 50
To record LOC
Investment in subsidiary 50
Cash 50
To record investment in CSW Energy, Inc.
CSW ENERGY, INC.
Cash 50
APIC 50
Investment - SWEENY GP 10
Cash 10
Investment - SWEENY LP 40
Cash 40
CSW SWEENY GP INC.
Cash 10
APIC 10
Investment - SWEENY GP II 10
Cash 10
CSW SWEENY LP INC.
Cash 40
APIC 40
Investment - SWEENY LP II 40
Cash 40
CSW SWEENY GP II INC.
Cash 10
APIC 10
Investment - SCLP 10
Cash 10
CSW SWEENY LP II INC.
Cash 40
APIC 40
Investment - SCLP 40
Cash 40
SWEENY COGENERATION LP
Cash 50
Partners' Capital - SWEENY GP II 10
Partners' Capital - SWEENY LP II 40
Cash 250
Long Term Debt 250
To record LOC and working capital from CSW Corp. and debt issuance from
third party project lender.
<PAGE> 23
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
There have been no significant changes in the financial statements of
Central and South West Corporation and subsidiary companies subsequent to
March 31, 1996, other than in the ordinary course of business, except for
the sale of Transok. See CSW Combined Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996.
<PAGE> 24
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CAPITALIZATION RATIOS
PER BOOKS AND PRO FORMA
AS OF MARCH 31, 1996
Common
Stock Preferred Long-term
Equity Stock Debt(*)
-------- -------- --------
Central and South West Corporation
and Subsidiary Companies
(Consolidated)
Per books 41.2% 3.8% 55.0%
Pro Forma 39.8% 3.7% 56.5%
Central and South West Corporation
(Corporate)
Per books 89.2% 0.0% 10.8%
Pro Forma 88.1% 0.0% 11.9%
CSW Energy, Inc.
Per Book 100.0% 0.0% 0.0%
Pro Forma 100.0% 0.0% 0.0%
CSW Sweeny GP, Inc.
Per Book 0.0% 0.0% 100.0%
Pro Forma 90.0% 0.0% 10.0%
CSW Sweeny LP, Inc.
Per Book 0.0% 0.0% 100.0%
Pro Forma 90.0% 0.0% 10.0%
CSW Sweeny GP II, Inc.
Per Book 0.0% 0.0% 100.0%
Pro Forma 90.0% 0.0% 10.0%
CSW Sweeny LP II, Inc.
Per Book 0.0% 0.0% 100.0%
Pro Forma 90.0% 0.0% 10.0%
Sweeny Cogeneration LP(**)
Per Book 0.0% 0.0% 100.0%
Pro Forma 0.0% 0.0% 100.0%
(*) Includes Transok's Medium-Term Notes Payable.
(**) Partners' Capital Contribution rather than Common Stock Equity.
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
<PAGE> 25
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The notes to consolidated financial statements included in Central and
South West Corporation's 1995 Annual Report on Form 10-K are hereby
incorporated by reference and made a part of this report.
Page
Reference
1995 Annual Report on Form 10-K pages 2-32 through 2-67
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000018540
<NAME> CENTRAL AND SOUTH WEST CORPORATION
<MULTIPLIER> 1,000,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996
<PERIOD-END> MAR-31-1996 MAR-31-1996
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 8,352 8,352
<OTHER-PROPERTY-AND-INVEST> 656 656
<TOTAL-CURRENT-ASSETS> 1,782 2,082
<TOTAL-DEFERRED-CHARGES> 513 513
<OTHER-ASSETS> 2,669 2,669
<TOTAL-ASSETS> 13,972 14,272
<COMMON> 732 732
<CAPITAL-SURPLUS-PAID-IN> 977 977
<RETAINED-EARNINGS> 1,836 1,836
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3,545 3,545
34 34
292 292
<LONG-TERM-DEBT-NET> 4,669 4,969
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 50 50
<COMMERCIAL-PAPER-OBLIGATIONS> 1,358 1,358
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
1 1
<CAPITAL-LEASE-OBLIGATIONS> 9 9
<LEASES-CURRENT> 3 3
<OTHER-ITEMS-CAPITAL-AND-LIAB> 4,011 4,011
<TOT-CAPITALIZATION-AND-LIAB> 13,972 14,272
<GROSS-OPERATING-REVENUE> 0 0
<INCOME-TAX-EXPENSE> 0 0
<OTHER-OPERATING-EXPENSES> 0 0
<TOTAL-OPERATING-EXPENSES> 0 0
<OPERATING-INCOME-LOSS> 0 0
<OTHER-INCOME-NET> 0 0
<INCOME-BEFORE-INTEREST-EXPEN> 0 0
<TOTAL-INTEREST-EXPENSE> 0 0
<NET-INCOME> 0 0
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 0 0
<COMMON-STOCK-DIVIDENDS> 0 0
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 002
<NAME> CSW CORP
<MULTIPLIER> 1,000,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996
<PERIOD-END> MAR-31-1996 MAR-31-1996
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 3 3
<OTHER-PROPERTY-AND-INVEST> 3,741 3,791
<TOTAL-CURRENT-ASSETS> 1,038 1,038
<TOTAL-DEFERRED-CHARGES> 0 0
<OTHER-ASSETS> 50 50
<TOTAL-ASSETS> 4,832 4,882
<COMMON> 732 732
<CAPITAL-SURPLUS-PAID-IN> 977 977
<RETAINED-EARNINGS> 1,860 1,860
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3,569 3,569
0 0
0 0
<LONG-TERM-DEBT-NET> 431 481
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 770 770
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 62 62
<TOT-CAPITALIZATION-AND-LIAB> 4,832 4,882
<GROSS-OPERATING-REVENUE> 0 0
<INCOME-TAX-EXPENSE> (25) 0
<OTHER-OPERATING-EXPENSES> 78 0
<TOTAL-OPERATING-EXPENSES> 53 0
<OPERATING-INCOME-LOSS> (53) 0
<OTHER-INCOME-NET> 535 0
<INCOME-BEFORE-INTEREST-EXPEN> 482 0
<TOTAL-INTEREST-EXPENSE> 67 0
<NET-INCOME> 415 0
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 415 0
<COMMON-STOCK-DIVIDENDS> 330 0
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> (67) 0
<EPS-PRIMARY> 2.14 0
<EPS-DILUTED> 2.14 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 011
<NAME> CSW ENERGY, INC.
<MULTIPLIER> 1,000,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996
<PERIOD-END> MAR-31-1996 MAR-31-1996
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 0 0
<OTHER-PROPERTY-AND-INVEST> 0 0
<TOTAL-CURRENT-ASSETS> 5 5
<TOTAL-DEFERRED-CHARGES> 10 10
<OTHER-ASSETS> 208 258
<TOTAL-ASSETS> 223 273
<COMMON> 0 0
<CAPITAL-SURPLUS-PAID-IN> 71 121
<RETAINED-EARNINGS> 5 5
<TOTAL-COMMON-STOCKHOLDERS-EQ> 76 126
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 147 147
<TOT-CAPITALIZATION-AND-LIAB> 223 273
<GROSS-OPERATING-REVENUE> 32 32
<INCOME-TAX-EXPENSE> (13) (13)
<OTHER-OPERATING-EXPENSES> 31 31
<TOTAL-OPERATING-EXPENSES> 18 18
<OPERATING-INCOME-LOSS> 14 14
<OTHER-INCOME-NET> 0 0
<INCOME-BEFORE-INTEREST-EXPEN> 14 14
<TOTAL-INTEREST-EXPENSE> 8 8
<NET-INCOME> 6 6
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 0 0
<COMMON-STOCK-DIVIDENDS> 0 0
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 022
<NAME> CSW SWEENY GP, INC.
<MULTIPLIER> 1,000,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996
<PERIOD-END> MAR-31-1996 MAR-31-1996
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 0 0
<OTHER-PROPERTY-AND-INVEST> 0 0
<TOTAL-CURRENT-ASSETS> 0 0
<TOTAL-DEFERRED-CHARGES> 0 0
<OTHER-ASSETS> 1 11
<TOTAL-ASSETS> 1 11
<COMMON> 0 0
<CAPITAL-SURPLUS-PAID-IN> 0 10
<RETAINED-EARNINGS> 0 0
<TOTAL-COMMON-STOCKHOLDERS-EQ> 0 10
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1 1
<TOT-CAPITALIZATION-AND-LIAB> 1 11
<GROSS-OPERATING-REVENUE> 0 0
<INCOME-TAX-EXPENSE> 0 0
<OTHER-OPERATING-EXPENSES> 0 0
<TOTAL-OPERATING-EXPENSES> 0 0
<OPERATING-INCOME-LOSS> 0 0
<OTHER-INCOME-NET> 0 0
<INCOME-BEFORE-INTEREST-EXPEN> 0 0
<TOTAL-INTEREST-EXPENSE> 0 0
<NET-INCOME> 0 0
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 0 0
<COMMON-STOCK-DIVIDENDS> 0 0
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 023
<NAME> CSW SWEENY GP II, INC.
<MULTIPLIER> 1,000,000
<S> <C> <C>
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<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
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<NUMBER> 021
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<S> <C> <C>
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
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<NUMBER> 024
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
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<NUMBER> 025
<NAME> SWEENY COGENERATION LIMITED PARTNERSHIP, INC.
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<S> <C> <C>
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