File No. 70-8423
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 12 (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 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, 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
30th Floor
Los Angeles, California 90017
<PAGE>
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. 12 (post-effective) to the Form U-1
Application-Declaration (the "Application-Declaration") to update the
Application-Declaration in the following respects. Except as provided
in this Amendment No. 12, the Application-Declaration remains as
previously filed.
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 and CSWI.
Exhibit 3 - Financial Statements per book and pro forma as of
June 30, 1997 of CSW and Subsidiaries (consolidated),
CSW, Energy and CSWI.
<PAGE>
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: October 1, 1997
CENTRAL AND SOUTH WEST CORPORATION
By:/s/ WENDY G. HARGUS
Wendy G. Hargus
Treasurer
<PAGE>
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: October 1, 1997
CSW ENERGY, INC.
By: /s/ TERRY D. DENNIS
Terry D. Dennis
President and Chief Executive
Officer
<PAGE>
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: October 1, 1997
CSW INTERNATIONAL, INC.
By:/s/ TERRY D. DENNIS
Terry D. Dennis
President and Chief Executive
Officer
<PAGE>
INDEX OF EXHIBITS
EXHIBIT TRANSMISSION
NUMBER EXHIBIT METHOD
1 Proposed Notice of Proceeding (previously filed). ---
2 Preliminary Opinion of Milbank, Tweed, Hadley &
McCloy, counsel for CSW, Energy and CSWI. ELECTRONIC
3 Financial Statements per book and pro forma as of
June 30, 1997 of CSW and Subsidiaries
(consolidated), CSW, Energy and CSWI. ELECTRONIC
EXHIBIT 2
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
October 1, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Central and South West Corporation
CSW Energy, Inc.
CSW International, Inc.
Amendment No. 11 (Post-Effective) to
Form U-1 Application-Declaration
(File No. 70-8423)
Dear Sirs:
We refer to Amendment No. 11 (Post-Effective) to the Form U-1
Application-Declaration (File 70-8423) (the "Amendment") under the Public
Utility Holding Company Act of 1935, as amended (the "1935 Act"), filed by
Central and South West Corporation ("CSW"), a Delaware corporation and a
registered holding company, CSW Energy, Inc. ("Energy"), a Texas corporation and
a wholly-owned nonutility subsidiary of CSW, and CSW International, Inc.
("CSWI"), a Delaware corporation and wholly-owned nonutility subsidiary of CSW,
seeking authority to extend the authorization under the Orders until December
31, 2002, and to engage in related activities (the "Transactions"), as more
fully described in the Amendment. In connection with the Amendment, we have
acted as counsel for CSW, Energy and CSWI (collectively, the "Companies") and,
as such counsel, we are familiar with the corporate proceedings taken and to be
taken by the Companies in connection with the matters covered by the Amendment.
Terms used herein and not defined herein shall have the respective meanings
assigned thereto in the Amendment.
We have examined originals, or copies certified to our
satisfaction, of such corporate records of the Companies, certificates of public
officials, certificates of officers and representatives of the Companies 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 the Companies and other appropriate persons and
statements contained in the Amendment.
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 Amendment,
and subject to the assumptions and conditions set forth below:
1. All state laws applicable to the proposed Transactions as
described in the Amendment will have been complied with.
2. The consummation of the proposed Transactions as described
in the Amendment will not violate the legal rights of the lawful
holders of any securities issued by the Companies or any associate
company of the Companies.
The opinions expressed above in respect of the proposed
Transactions as described in the Amendment are subject to the following
assumptions or conditions:
a. The Transactions shall have been duly authorized and
approved to the extent required by state law by the
Board of Directors of the Companies.
b. The Securities and Exchange Commission shall have
duly entered an appropriate order or orders granting
and permitting the Amendment to become effective with
respect to the Transactions described therein.
c. The Transactions shall have been accomplished in
accordance with required approvals, authorizations,
consents, certificates and orders of any state
commission or regulatory authority with respect
thereto and all such required approvals,
authorizations, consents, certificates and orders
shall have been obtained and remain in effect at the
closing thereof.
d. No act or event other than as described herein shall
have occurred subsequent to the date hereof which
would change the opinions expressed above.
We hereby consent to the use of this opinion as an exhibit to
the Amendment.
Very truly yours,
MILBANK, TWEED, HADLEY & McCLOY
INDEX EXHIBIT 3
TO
FINANCIAL STATEMENTS
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES
Consolidated Balance Sheets - Per Books and Pro Forma
as of June 30, 1997
Consolidated Statement of Income for the Twelve Months Ended
June 30, 1997
Consolidated Statement of Retained Earnings for the Twelve Months Ended
June 30, 1997
CENTRAL AND SOUTH WEST CORPORATION (CORPORATE)
Balance Sheets - Per Books and Pro Forma as of June 30, 1997
Statement of Income for the Twelve Months Ended June 30, 1997
CSW ENERGY, INC.
Balance Sheets - Per Books and Pro Forma as of June 30, 1997
Statement of Income for the Twelve Months Ended June 30, 1997
Statement of Retained Earnings for the Twelve Months Ended
June 30, 1997
CSW INTERNATIONAL, INC.
Balance Sheets - Per Books and Pro Forma as of June 30, 1997
Statement of Income for the Twelve Months Ended June 30, 1997
Statement of Retained Earnings for the Twelve Months Ended
June 30, 1997
PRO FORMA ADJUSTMENTS TO BALANCE SHEETS
STATEMENT OF CHANGES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF JUNE 30, 1997
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
--------------------------------
ASSETS
FIXED ASSETS
Electric utility plant
Production $5,800 $5,800
Transmission 1,553 1,553
Distribution 4,321 4,321
General 1,369 1,369
Construction work in progress 185 185
Nuclear fuel 193 193
Other Diversified 171 171
--------------------------------
13,592 13,592
Less - Accumulated depreciation 5,050 5,050
--------------------------------
8,542 8,542
--------------------------------
CURRENT ASSETS
Cash and temporary cash investments 268 268
Accounts receivable 1,004 1,004
Materials and supplies, at average cost 181 181
Electric fuel inventory 83 83
Under-recovered fuel costs 59 59
Prepayments and other 86 86
--------------------------------
1,681 1,681
--------------------------------
DEFERRED CHARGES AND OTHER ASSETS
Deferred plant costs 506 506
Mirror CWIP asset - net 292 292
Other non-utility investments 343 343
Income tax related regulatory assets, net 236 236
Goodwill 1,463 1,463
Other 360 360
--------------------------------
3,200 3,200
--------------------------------
$13,423 $0 $13,423
================================
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF JUNE 30, 1997
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
--------------------------------
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Common Stock Equity -
Common stock, $3.50 par value,
authorized 350,000,000 shares;
issued and outstanding 212,200,000 shares $743 $743
Paid-in capital 1,039 1,039
Retained earnings 1,887 1,887
Foreign currency translation and other 38 38
--------------------------------
Total Common Stock Equity 3,707 3,707
--------------------------------
Preferred stock
Not subject to mandatory redemption 176 176
Subject to mandatory redemption 28 28
Subsidiary obligated, mandatorily redeemable,
trust preferred securities 324 324
Long-term debt 3,979 3,979
--------------------------------
Total Capitalization 8,214 8,214
--------------------------------
CURRENT LIABILITIES
Long-term debt/preferred stock
due within twelve months 204 204
Short-term debt 400 400
Short-term debt - CSW Credit 708 708
Loan Notes 67 67
Accounts payable 494 494
Accrued taxes 245 245
Accrued interest 102 102
Other 249 249
--------------------------------
2,469 2,469
--------------------------------
DEFERRED CREDITS
Accumulated deferred income taxes 2,244 2,244
Investment tax credits 284 284
Other 212 212
--------------------------------
2,740 2,740
--------------------------------
$13,423 $0 $13,423
================================
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF INCOME
FOR THE TWELVE MONTHS JUNE 30, 1997
UNAUDITED
(Millions)
OPERATING REVENUES $5,135
-----------
OPERATING EXPENSES AND TAXES
U.S. Electric fuel and purchased power 1,215
United Kingdom Cost of Sales 1,295
Operating and maintenance 1,064
Depreciation and amortization 468
Taxes, other than income 183
Income taxes 178
-----------
4,403
-----------
OPERATING INCOME 732
-----------
OTHER INCOME AND DEDUCTIONS 34
-----------
INCOME BEFORE INTEREST CHARGES 766
-----------
INTEREST AND OTHER CHARGES
Interest on long-term debt 332
Distributions on trust preferred securities 4
Interest on short-term debt and other 75
-----------
411
-----------
INCOME FROM CONTINUING OPERATIONS 355
-----------
DISCONTINUED OPERATIONS
Gain on the sale of discontinued
operations, net of tax of $0.3 8
-----------
NET INCOME 363
Less: preferred stock dividends 16
Gain on reacquired preferred stock 10
-----------
NET INCOME FOR COMMON STOCK $357
===========
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
FOR THE TWELVE MONTHS JUNE 30, 1997
UNAUDITED
(Millions)
RETAINED EARNINGS AT JUNE 30, 1996 $1,897
Add: Net income for common stock 357
-----------
2,254
-----------
Deduct: Common stock dividends 367
Retained earnings adjustment 0
-----------
RETAINED EARNINGS AT JUNE 30, 1997 $1,887
===========
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF JUNE 30, 1997
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
--------------------------------
ASSETS
FIXED ASSETS
Electric utility plant
General $1 $1
Less - Accumulated depreciation (1) (1)
--------------------------------
NET PLANT 0 0
INVESTMENTS IN COMMON STOCK
OF SUBSIDIARY COMPANIES (at equity) 4,044 4,044
--------------------------------
CURRENT ASSETS
Cash and temporary cash investments 15 15
Accounts and interest receivable - Affiliated 106 106
Prepayments and other 4 4
--------------------------------
125 125
--------------------------------
DEFERRED CHARGES AND OTHER ASSETS 14 14
--------------------------------
$4,183 $0 $4,183
================================
CAPITALIZATION
Common Stock Equity -
Common stock, $3.50 par value;
authorized 350,000,000 shares;
issued and outstanding 212,200,000 shares $743 $743
Paid-in capital 1,039 1,039
Retained earnings 1,887 1,887
Foreign currency translation and other 3 3
--------------------------------
Total Common Stock Equity 3,672 3,672
--------------------------------
Long-term debt 0 0
--------------------------------
Total Capitalization 3,672 3,672
--------------------------------
CURRENT LIABILITIES
Short-term debt 400 400
Accounts payable and other 123 123
--------------------------------
523 523
--------------------------------
DEFERRED CREDITS (12) (12)
--------------------------------
$4,183 $0 $4,183
================================
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
STATEMENT OF INCOME
FOR THE TWELVE MONTHS JUNE 30, 1997
UNAUDITED
(Millions)
INCOME
Equity in earnings of subsidiaries
Central Power and Light Company $121
Public Service Company of Oklahoma 69
Southwestern Electric Power Company 86
West Texas Utilities Company 25
SEEBOARD U.S.A. 103
CSW Credit, Inc. 8
CSW Energy, Inc. 6
CSW Leasing, Inc. 1
CSW International, Inc. (1)
CSW Communications, Inc. (6)
Enershop Inc. (2)
Central and South West Services, Inc. 0
Other Income 20
----------
$430
----------
EXPENSES AND TAXES
General and administrative expenses 60
Depreciation and amortization expense 1
Interest expense 42
Taxes, other than income 2
Federal income taxes (24)
----------
81
----------
DISCONTINUED OPERATIONS
Gain on sale of discontinued operations, net of
tax of $0.3 8
----------
NET INCOME $357
==========
<PAGE>
CSW ENERGY, INC.
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF JUNE 30, 1997
UNAUDITED
(Thousands)
Per Pro Forma Pro
Books Adjustments Forma
--------------------------------
Assets
Current Assets
Cash and cash equivalents $ 10 $ 10
Accounts receivable 454 454
Prepaid expenses 59 59
--------------------------------
Total current assets 523 523
Investments In and Advances to Energy Projects 115,641 115,641
Notes Receivable - Affiliate 80,026 80,026
Other Assets
Construction in progress and project
developm costs 157,075 157,075
Other - net 7,913 7,913
--------------------------------
Total other assets 164,988 164,988
================================
Total assets $ 361,178 $ 361,178
================================
Liabilities and Shareholder's Equity
Current Liabilities
Accounts payable $ 12,166 $ 12,166
Accrued liabilities and other 4,836 4,836
--------------------------------
Total current liabilities 17,002 17,002
Long Term Debt 199,824 199,824
Deferred Income Taxes 37,102 37,102
Other 1,721 1,721
--------------------------------
Total liabilities 255,649 255,649
Shareholder's Equity
Common stock 1 1
Additional paid-in-capital 108,139 108,139
Accumulated retained earnings (2,611) (2,611)
--------------------------------
Total shareholder's equity 105,529 105,529
================================
Total liabilities and
shareholder's equity $ 361,178 $ 361,178
================================
<PAGE>
CSW ENERGY, INC.
INCOME STATEMENT
FOR THE TWELVE MONTHS ENDED JUNE 30, 1997
UNAUDITED
(Thousands)
OPERATING REVENUE:
Equity in income from energy
projects $ 18,698
Operation and maintenance services 4,016
Other 450
-----------
Total operating revenue 23,164
OPERATING EXPENSES:
Salaries, wages, and benefits 5,198
Loss on construction contract 7
Operation and maintenance services 2,879
General and administrative 2,867
Nonrecoverable project development
costs -
-----------
Total operating expenses 10,951
-----------
INCOME FROM OPERATIONS 12,213
OTHER INCOME (EXPENSE)
Interest income 4,844
Interest expense (8,730)
Other, net 872
-----------
Total other income (expense) (3,014)
-----------
INCOME (LOSS) BEFORE INCOME TAXES 9,199
PROVISION (BENEFIT) FOR INCOME TAXES 3,575
-----------
Net income $ 5,624
===========
<PAGE>
CSW ENERGY, INC.
STATEMENT OF RETAINED EARNINGS
AS OF JUNE 30, 1997
UNAUDITED
(Thousands)
Retained Earnings at June 30, 1996 $ (8,235)
Add: Net income for common stock 5,624
-----------
Subtotal (2,611)
Deduct: Common stock dividends -
-----------
Retained Earnings at June 30, 1997 $ (2,611)
===========
<PAGE>
CSW INTERNATIONAL, INC.
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF JUNE 30, 1997
UNAUDITED
(Thousands)
Per Pro Forma Pro
Books Adjustments Forma
--------------------------------
ASSETS
Fixed Assets
Electric distribution plant $ 1,383,867 $ 1,383,867
General plant 309,429 309,429
--------------------------------
Total Electric Plant 1,693,296 1,693,296
Less - Accumulated depreciation 623,808 623,808
--------------------------------
Total Fixed Assets 1,069,488 1,069,488
Current Assets
Cash and cash equivalents 211,827 211,827
Short-term investments 29,786 29,786
Accounts receivable 128,578 128,578
Advances to affiliates 81,304 81,304
Inventories 29,983 29,983
Other current assets 44,843 44,843
--------------------------------
Total Current Assets 526,321 526,321
Other Assets
Goodwill 1,463,120 1,463,120
Prepaid benefit costs 59,904 59,904
Equity investments and other 79,254 79,254
--------------------------------
Total Other Assets 1,602,278 1,602,278
Total Assets $ 3,198,087 $ 3,198,087
================================
CAPITALIZATION AND LIABILITIES
Capitalization
Common stock $ 1 $ 1
Paid-in capital 829,000 829,000
Retained earnings 145,842 145,842
Foreign currency translation
and other 34,965 34,965
--------------------------------
1,009,808 1,009,808
--------------------------------
Long-term debt 1,146,771 1,146,771
Current Liabilities
Accounts payable 253,871 253,871
Advances from affiliates 218,186 218,186
Accrued interest payable 39,838 39,838
Loan notes 67,448 67,448
Accrued taxes payable 49,823 49,823
Customer prepayments 11,552 11,552
Other 22,627 22,627
--------------------------------
663,345 663,345
Deferred Credits
Deferred tax liability 279,796 279,796
Other 98,367 98,367
--------------------------------
Total Deferred Credits 378,163 378,163
--------------------------------
Total Capitalization and
Liabilities $ 3,198,087 $ 3,198,087
================================
<PAGE>
CSW INTERNATIONAL, INC.
INCOME STATEMENT
FOR THE TWELVE MONTHS ENDED JUNE 30, 1997
UNAUDITED
(Thousands)
Operating Revenues
Electric revenues $ 1,629,774
Other diversified 213,696
-----------
1,843,470
-----------
Operating Expenses
Cost of electric sales 1,143,245
General and administrative 230,124
Depreciation and amortization 91,245
Other diversified 151,514
-----------
1,616,128
-----------
Operating Income 227,342
-----------
Other Income and (Deductions)
Investment income 6,605
Interest income 16,626
Interest expense (119,598)
-----------
(96,367)
-----------
Income Before Income Taxes 130,975
-----------
Provision for Income Taxes 28,918
-----------
Net Income $ 102,057
===========
<PAGE>
CSW INTERNATIONAL, INC.
STATEMENT OF RETAINED EARNINGS
AS OF JUNE 30, 1997
UNAUDITED
(Thousands)
Retained Earnings at June 30, 1996 $ 43,785
Add: Net income for common stock 102,057
-----------
Subtotal 145,842
Deduct: Common stock dividends -
-----------
Retained Earnings at June 30, 1997 $ 145,842
===========
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
PRO FORMA ADJUSTMENTS TO BALANCE SHEETS
JUNE 30, 1997
UNAUDITED
(Millions)
DR CR
---------------------
Note: None of the applicants have pro forma adjustments related to this request.
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF CHANGES
There have been no significant changes in the financial statements of
Central and South West Corporation and subsidiary companies subsequent to
June 30, 1997, other than in the ordinary course of business.
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The notes to consolidated financial statements included in Central and
South West Corporation's 1996 Combined Annual Report on Form 10-K are hereby
incorporated by reference and made a part of this report.
Page
Reference
1996 Combined Annual Report on Form 10-K pages 2-39 through 2-71
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28
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0
0
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0
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0
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<NAME> CSW INTERNATIONAL, INC.
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0
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0
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