File No. 70-8423
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 13 (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. 13 (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. 13, 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 9, 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 9, 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 9, 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, ELECTRONIC
Energy and CSWI.
3 Financial Statements per book and pro ---
forma as of June 30, 1997 of CSW and
Subsidiaries (consolidated), CSW, Energy
and CSWI (previously filed).
EXHIBIT 2
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
October 9, 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 Companies are each validly incorporated and duly
existing under the laws of their respective States of incorporation.
3. Any equity securities issued in accordance with an order
permitting the Amendment to become effective, when properly issued,
delivered and paid for, will be legally issued, fully paid and
non-assessable, and the holders thereof will be entitled to the rights
and privileges appertaining thereto as set forth in each of the
Companies' certificate of incorporation.
4. Any debt securities issued in accordance with an order
permitting the Amendment to become effective will be valid and binding
obligations of the Companies in accordance with their terms, except to
the extent such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
the enforcement of creditors' rights generally or by applicable
principles of equity (regardless of whether such enforceability is
sought in a proceeding at law or in equity).
5. With reference to the Transactions, the Companies will
legally acquire any securities acquired in accordance with an order
approving the Amendment.
6. 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
