CSW ENERGY INC
POS AMC, 2000-12-15
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                                                               File No. 70-8205



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                         ------------------------------

                         POST-EFFECTIVE AMENDMENT NO. 11
                                       TO
                                    FORM U-1
                         -------------------------------

                           APPLICATION OR DECLARATION

                                    under the

                   PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                                      * * *
                      AMERICAN ELECTRIC POWER COMPANY, INC.
                       CENTRAL AND SOUTH WEST CORPORATION
                                CSW ENERGY, INC.
                     1 Riverside Plaza, Columbus, Ohio 43215
                     ---------------------------------------
               (Name of company or companies filing this statement
                   and address of principal executive office)

                                      * * *

                      AMERICAN ELECTRIC POWER COMPANY, INC.
                     1 Riverside Plaza, Columbus, Ohio 43215
                     ---------------------------------------
                     (Name of top registered holding company
                     parent of each applicant or declarant)

                                      * * *

                 A. A. Pena, Senior Vice President and Treasurer
                   AMERICAN ELECTRIC POWER SERVICE CORPORATION
                     1 Riverside Plaza, Columbus, Ohio 43215

                         Susan Tomasky, General Counsel
                   AMERICAN ELECTRIC POWER SERVICE CORPORATION
                     1 Riverside Plaza, Columbus, Ohio 43215
                     ---------------------------------------
                   (Names and addresses of agents for service)


      American Electric Power Company,  Inc. ("AEP"), a New York corporation and
a registered  holding  company under the Public Utility  Holding  Company Act of
1935,  as amended  (the "1935  Act"),  Central  and South  West  Corporation,  a
Delaware  corporation  ("CSW"),  a registered holding company under the 1935 Act
and a wholly-owned  subsidiary of AEP, and CSW Energy, Inc. ("Energy"),  a Texas
corporation,  an  indirect  subsidiary  of AEP  and a  wholly-owned  non-utility
subsidiary of CSW, hereby amend the Form U-1 Application-Declaration in File No.
70-8205 and restate the  Application-Declaration  in the following respects.  In
all other respects the  Application-Declaration  as previously filed and amended
will remain the same.

ITEM 3.  APPLICABLE STATUTORY PROVISIONS

      Sections  6(a),  7 and  12(b)  and Rule  45(a)  under  the 1935 Act may be
applicable with respect to the proposed activities.



      Exhibit F-1, Opinion of Counsel, is filed herewith.



                                    SIGNATURE

      Pursuant to the  requirements of the Public Utility Holding Company Act of
1935, the undersigned  companies have duly caused this statement to be signed on
their behalf by the undersigned thereunto duly authorized.

                          AMERICAN ELECTRIC POWER COMPANY, INC.
                          CENTRAL AND SOUTH WEST CORPORATION
                          CSW ENERGY, INC.


                          By: /s/ John F. Di Lorenzo, Jr.
                               John F. Di Lorenzo, Jr.
                                    Secretary

Dated:  December 15, 2000


                                                                    Exhibit F-1





Securities and Exchange Commission
Office of Public Utility Regulation
450 Fifth Street, N.W.
Washington, D.C. 20549

December 15, 2000

Re:   American Electric Power Company, Inc. ("AEP")
      Central and South West Corporation ("CSW")
      SEC File No. 70-8205
      -------------------------------------------------

Gentlemen:

In connection with the transactions proposed and described in the post-effective
amendments  to the  Application  or  Declaration  on Form U-1 filed by AEP,  CSW
Energy,  Inc. and CSW (the  "Companies")  with this  Commission in the captioned
proceeding,  to which  this  opinion  is an  exhibit,  I wish to  advise  you as
follows:

I am of the opinion that the Companies are  corporations  validly  organized and
duly existing under the laws of the states in which they were incorporated.

I am further of the opinion  that,  in the event that the proposed  transactions
are consummated in accordance with said Application or Declaration:

(a)   All state laws applicable to the proposed transactions will have been
           complied with;

      (b)  Such securities will be valid and binding obligations of the
           guarantors;

(c)        Consummation of the proposed  transactions will not violate the legal
           rights of the holders of any  securities  issued by the  Companies or
           any associate company thereof.

I  hereby  consent  to  the  filing  of  this  opinion  as  an  exhibit  to  the
above-captioned Application or Declaration, as amended.

Very truly yours,

/s/ Thomas G. Berkemeyer

Thomas G. Berkemeyer
Counsel for the Companies




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