File No. 70-9091
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 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, New York 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
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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 a wholly-owned nonutility
subsidiary of CSW ("CSWI" and, collectively with CSW and Energy, the
"Applicants"), hereby file this Amendment No. 1 (the "Amendment No. 1") to the
Form U-1 Application-Declaration (the "Application-Declaration") filed in File
No. 70-9091 to amend the Application-Declaration to seek the authority of the
Commission as set forth below. Except as set forth in this Amendment No. 1, the
Application-Declaration remains as previously filed.
In summary, pursuant to the Application-Declaration as amended
by this Amendment No. 1, the Applicants seek an order of the Commission under
Section 13(b) of the Act, and Rules 83, 86, 87, 88, 90, 91 and 94 thereunder,
authorizing Energy, CSWI and any subsidiary of an Applicant other than CSW's
domestic operating utility subsidiaries (collectively, the "Operating
Companies") from time to time to enter into agreements to provide energy-related
services to associate companies at fair market prices. No such energy-related
services will be rendered to an associate company unless one or more the
following conditions are satisfied: (i) such associate company is an exempt
wholesale generator, as defined in Section 32 of the Act ("EWG"), that derives
no part of its income, directly or indirectly, from the generation, transmission
or distribution of electric energy for sale within the United States or is a
foreign utility company, as defined in Section 33 of the Act ("FUCO" and,
collectively with EWGs, "Exempt Projects"); (ii) such associate company is an
EWG that sells electricity at market-based rates which have been approved by the
Federal Energy Regulatory Commission ("FERC") or the appropriate state public
utility commission, provided that the purchaser of energy produced by such
associate company is not an Operating Company; (iii) such services are rendered
to such associate company in respect of a "qualifying facility" ("QF"), as
defined under the Public Utility Regulatory Policies Act of 1978, as amended
("PURPA"), that sells electricity exclusively at rates negotiated at arm's
length to one or more industrial or commercial customers purchasing such
electricity for their use not for resale, or to an electric utility company,
other than an Operating Company, at the purchaser's "avoided cost" determined in
accordance with the regulations promulgated by FERC under PURPA or at such other
rates negotiated at arm's length with such electric utility company; (iv) such
associate company is an EWG or a QF that sells electricity at rates approved by
FERC or any state public utility commission having jurisdiction, provided that
the purchaser of such electricity produced by such associate company is not an
Operating Company; (v) such associate company is a subsidiary of an Applicant,
the sole business of which is developing, owning and/or operating Exempt
Projects or QFs, or providing services (directly or indirectly) to such Exempt
Projects or QFs, each as described in clauses (i), (ii), (iii) or (iv) above; or
(vi) such associate company is a subsidiary of an Applicant, which subsidiary
does not derive, directly or indirectly, any material part of its income from
sources within the United States and is not a public utility company operating
within the United States. Item 1. Description of Proposed Transaction.
Item 1 is hereby amended and restated in its entirety as
follows:
(1) History and Nature of Request. CSW is a registered holding
company under the Act. Since 1990, CSW, directly or through Energy, has engaged
in development activities to conduct preliminary studies of, to investigate, to
research, to develop, to consult with respect to, and to agree to construct
(such construction subject to further Commission authorization), QFs and
independent power facilities, including EWGs.1 Since 1994, CSW, directly or
through CSWI, has engaged in development and investment activities in Exempt
Projects, and is authorized to provide design, construction, engineering,
operation, maintenance, management, administration, employment, tax, accounting,
economic, financial, fuel, environmental, communications, energy conservation,
demand side management, overhead efficiency, utility performance and electronic
data processing services and software development and support services in
connection therewith to Exempt Projects and (except for operation services) to
foreign electric utility enterprises that are not Exempt Projects.2
The Applicants now seek the approval of the Commission
required under the Act: (i) for CSWI, Energy and any subsidiary of an Applicant
other than any Operating Company from time to time to enter into agreements to
provide energy-related services to associate companies at fair market prices and
(ii) for such other relief as may be required under the Act. The authority
requested pursuant to this Application-Declaration constitutes new authority
separate from the authority granted previously by the Commission to the
Applicants.
The requested time limit of Commission authorization, within
which the Applicants may engage in such activities, is until December 31, 2003.
After such date, the Applicants request approval to retain and preserve any
agreement entered into for the rendering of energy-related services by Energy,
CSWI or any subsidiary of an Applicant other than any Operating Company, on or
prior to such date pursuant to authority granted by this
Application-Declaration.
The transactions described in this Application-Declaration
help to fulfill the goals of CSW's program to provide energy-related services
that are derivative of the core business of the Operating Companies. New
domestic and international business opportunities constitute a potential source
of growth for the CSW system which would benefit CSW's ratepayers and
shareholders. In order to take advantage of the expertise the CSW system has
developed over its long history, the Applicants propose to participate in the
transactions described in this Application-Declaration. If any future exemption
under the Act provides the Applicants with greater latitude with respect to any
of the matters for which authority is requested pursuant to this
Application-Declaration, the Applicants intend to rely on that exemption rather
than on any authority granted pursuant to this Application-Declaration.
(2) Associate Contracts. The Applicants seek authority of the
Commission pursuant to Section 13(b) of the Act and Rules 83, 86, 87, 88, 90, 91
and 94 thereunder for CSWI, Energy and any subsidiary of an Applicant other than
any Operating Company from time to time to enter into agreements to provide
energy-related services to associate companies at fair market prices. No such
energy-related services will be rendered to an associate company unless one or
more the following conditions are satisfied: (i) such associate company is an
EWG that derives no part of its income, directly or indirectly, from the
generation, transmission or distribution of electric energy for sale within the
United States or is a FUCO; (ii) such associate company is an EWG that sells
electricity at market-based rates which have been approved by the FERC or the
appropriate state public utility commission, provided that the purchaser of
energy produced by such associate company is not an Operating Company; (iii)
such services are rendered to such associate company in respect of a QF that
sells electricity exclusively at rates negotiated at arm's length to one or more
industrial or commercial customers purchasing such electricity for their use not
for resale, or to an electric utility company, other than an Operating Company,
at the purchaser's "avoided cost" determined in accordance with the regulations
promulgated by FERC under PURPA or at such other rates negotiated at arm's
length with such electric utility company; (iv) such associate company is an EWG
or a QF that sells electricity at rates approved by FERC or any state public
utility commission having jurisdiction, provided that the purchaser of such
electricity produced by such associate company is not an Operating Company; (v)
such associate company is a subsidiary of an Applicant, the sole business of
which is developing, owning and/or operating Exempt Projects or QFs, or
providing services (directly or indirectly) to such Exempt Projects or QFs, each
as described in clauses (i), (ii), (iii) or (iv) above; or (vi) such associate
company is a subsidiary of an Applicant, which subsidiary does not derive,
directly or indirectly, any material part of its income from sources within the
United States and is not a public utility company operating within the United
States. None of the associate companies specified in clauses (v) or (vi) above
that shall acquire services at market-based rates pursuant to the authority
sought under this Application-Declaration will sell, or offer to sell, services
to any Operating Company without additional Commission authority.
The Commission's authorization of fair market prices with
regard to energy-related services rendered to an associate company shall not be
binding on FERC or any state public-utility commission having jurisdiction over
rates charged by any such associate company. The Applicants and their
subsidiaries will not assert or take any position to the contrary in any
administrative or judicial proceeding involving the determination of rates that
may be charged by any such associate company.
In no event will the agreements for such goods or services
contemplate as of the time of their execution and delivery that such goods or
services will be provided at a price less than the cost to CSWI, Energy or any
subsidiary of an Applicant other than any Operating Company (as the case may be)
or at a price that would result in any subsidization of such associate company
by CSWI, Energy or any such subsidiary. In no event will the provision of such
services adversely affect the ratebase or the costs to ratepayers of any
Operating Company.
Item 6. Exhibits and Financial Statements.
Item 6 is hereby amended to submit an Amended Exhibit 1 that
reflects amendments made to the Application-Declaration pursuant to this
Amendment No. 1.
Amended Exhibit 1 - Proposed Notice of Proceeding.
__________
1 See HCAR Nos. 25162 (September 28, 1990), 25414 (November 22,
1991), 25728 (December 31, 1992) and 26417 (November 28, 1995) issued
in File No. 70-7758; HCAR Nos. 25866 (August 6, 1993) and 26416
(November 28, 1995) issued in File No. 70-8205; and HCAR No. 266531
(January 24, 1997) issued in File No. 70-8809.
2 See HCAR Nos. 26156 (November 3, 1994) and 26383 (September 27,
1995) issued in File No. 70-8423; and HCAR No. 266531 (January 24,
1997) issued in File No. 70-8809.
1 See HCAR Nos. 25162 (September 28, 1990), 25414 (November 22,
1991), 25728 (December 31, 1992) and 26417 (November 28, 1995) issued
in File No. 70-7758; HCAR Nos. 25866 (August 6, 1993) and 26416
(November 28, 1995) issued in File No. 70-8205; and HCAR No. 266531
(January 24, 1997) issued in File No. 70-8809.
2 See HCAR Nos. 26156 (November 3, 1994) and 26383 (September 27,
1995) issued in File No. 70-8423; and HCAR No. 266531 (January 24,
1997) issued in File No. 70-8809.
<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: February 6, 1998
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: February 6, 1998
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: February 6, 1998
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 Amended Proposed Notice of Proceeding. Electronic
Amended Exhibit 1
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35-________)
Filings Under the Public Utility Holding Company Act of 1935 ("Act")
__________, 1997
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 declaration(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
__________, 1997 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 the 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, CSW Energy, Inc. and CSW International,
Inc. (70-9091)
Central and South West Corporation ("CSW"), a registered holding
company, its nonutility subsidiary, CSW Energy, Inc. ("Energy"), and CSW's
nonutility subsidiary, CSW International, Inc. ("CSWI"), have filed an
application-declaration (the "Application") pursuant to the Act.
In summary, the Applicants seek an order of the Commission under
Section 13(b) of the Act, and Rules 83, 86, 87, 88, 90, 91 and 94 thereunder,
authorizing Energy, CSWI and any subsidiary of an Applicant other than CSW's
domestic operating utility subsidiaries (collectively, the "Operating
Companies") from time to time to enter into agreements to provide energy-related
services to associate companies at fair market prices. No such energy-related
services will be rendered to an associate company unless one or more the
following conditions are satisfied: (i) such associate company is an exempt
wholesale generator, as defined in Section 32 of the Act ("EWG"), that derives
no part of its income, directly or indirectly, from the generation, transmission
or distribution of electric energy for sale within the United States or is a
foreign utility company, as defined in Section 33 of the Act ("FUCO" and,
collectively with EWGs, "Exempt Projects"); (ii) such associate company is an
EWG that sells electricity at market-based rates which have been approved by the
Federal Energy Regulatory Commission ("FERC") or the appropriate state public
utility commission, provided that the purchaser of energy produced by such
associate company is not an Operating Company; (iii) such services are rendered
to such associate company in respect of a "qualifying facility" ("QF"), as
defined under the Public Utility Regulatory Policies Act of 1978, as amended
("PURPA"), that sells electricity exclusively at rates negotiated at arm's
length to one or more industrial or commercial customers purchasing such
electricity for their use not for resale, or to an electric utility company,
other than an Operating Company, at the purchaser's "avoided cost" determined in
accordance with the regulations promulgated by FERC under PURPA or at such other
rates negotiated at arm's length with such electric utility company; (iv) such
associate company is an EWG or a QF that sells electricity at rates approved by
FERC or any state public utility commission having jurisdiction, provided that
the purchaser of such electricity produced by such associate company is not an
Operating Company; (v) such associate company is a subsidiary of an Applicant,
the sole business of which is developing, owning and/or operating Exempt
Projects or QFs, or providing services (directly or indirectly) to such Exempt
Projects or QFs, each as described in clauses (i), (ii), (iii) or (iv) above; or
(vi) such associate company is a subsidiary of an Applicant, which subsidiary
does not derive, directly or indirectly, any material part of its income from
sources within the United States and which is not a public utility company
operating within the United States.
Since 1990, CSW, directly or through Energy, has engaged in development
activities to conduct preliminary studies of, to investigate, to research, to
develop, to consult with respect to, and to agree to construct (such
construction subject to further Commission authorization), QFs and independent
power facilities, including EWGs.1 Since 1994, CSW, directly or through CSWI,
has engaged in development and investment activities in Exempt Projects, and is
authorized to provide design, construction, engineering, operation, maintenance,
management, administration, employment, tax, accounting, economic, financial,
fuel,
<PAGE>
environmental, communications, energy conservation, demand side management,
overhead efficiency, utility performance and electronic data processing services
and software development and support services in connection therewith to Exempt
Projects and (except for operation services) to foreign electric utility
enterprises that are not Exempt Projects.2
The requested time limit of Commission authorization, within which the
Applicants may engage in such activities, is until December 31, 2003. After such
date, the Applicants request approval to retain and preserve any agreement
entered into for the rendering of energy-related services by Energy, CSWI or any
subsidiary of an Applicant other than any Operating Company, on or prior to such
date pursuant to authority granted by this Application-Declaration.
The estimate of the approximate amount of fees and expenses payable in
connection with the transaction is $20,000.
Section 13(b) of the Act, and Rules 83, 86, 87, 88, 90, 91 and 94
thereunder, are or may be applicable to the rendering of services by CSWI,
Energy or any subsidiary of CSW, CSWI or Energy other than any Operating Company
to associate companies, and the rationale of the Commission set forth in (i)
HCAR No. 35-26322 (Entergy Corporation, et al. Memorandum Opinion and
Supplemental Order) issued in File No. 70-8105, (ii) HCAR No. 26623 (Northeast
Utilities, et al.) issued in File No. 70-8507, (iii) HCAR No. 26504 (New England
Electric System, et al.) issued in File No. 70-8783, and (iv) HCAR No. 26216
(The Southern Company, et al.) issued in File No. 70-7932, is applicable to the
rendering of services at fair market rates by CSWI, Energy or any such
subsidiary to associate companies other than Operating Companies. To the extent
any other sections of the Act, or rules thereunder, may be applicable to the
proposed transactions, the Applicants seek, for itself and its respective
subsidiaries and associates, appropriate orders thereunder. The Applicants state
that Rule 54 under the Act is satisfied because Rules 53(a), (b) and (c) are
satisfied.
The Applicants state that no state or federal regulatory authority,
other than the Commission under the Act, has jurisdiction over the proposed
transaction.
For the Commission, by the Division of Investment Management, pursuant
to delegated authority.
Jonathan G. Katz
Secretary
