<PAGE>
File No. 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-1 APPLICATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
_______________________________________________
PUBLIC SERVICE COMPANY OF OKLAHOMA
212 East 6th Street
Tulsa, Oklahoma 74119-1212
(Names of company filing this statement and
address of principal executive office)
___________________________________________________
CENTRAL AND SOUTH WEST CORPORATION
(Name of top registered holding company parent)
___________________________________________________
Shirley S. Briones, Treasurer
Public Service Company of Oklahoma
212 East 6th Street
Tulsa, Oklahoma 74119-1212
Stephen J. McDonnell, Treasurer
Central and South West Corporation
1616 Woodall Rodgers Freeway
Dallas, Texas 75202
Joris M. Hogan, Esq.
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
(Name and addresses of agents for service)
<PAGE>
Public Service Company of Oklahoma, an Oklahoma corporation
(the "Company"), is a wholly-owned electric utility subsidiary of
Central and South West Corporation ("CSW"), a Delaware
corporation and a registered holding company under the Public
Utility Holding Company Act of 1935, as amended (the "Act").
Item 1. Description of Proposed Transaction
The Company hereby requests authority to make an equity and
debt investment in RIKA Management Company, LLC, an Oklahoma
limited liability company ("RIKA"), to make an equity investment
in Universal Power Products Company, L.L.C., an Oklahoma limited
liability company ("Universal"), and to acquire certain equity
interests in Automated Substation Development Company, L.L.C., an
Oklahoma Limited liability company ("Automated"), and RC
Training, L.L.C., an Oklahoma limited liability company
("Training", and together with RIKA, Universal and Automated,
collectively, the "RIKA Companies", and, individually, a "RIKA
Company"), all pursuant to an Agreement (the "Agreement") dated
as of July 17, 1995, by and among the Company, RIKA, Universal,
Automated, Training, Richard H. Smith, Monika Smith and Dennis J.
Loudermilk.
Background
Relay Concepts, Inc. ("Relay"), an Oklahoma corporation, was
founded in 1991 in Tulsa, Oklahoma. Relay was established to
provide improved computer automation solutions to certain aspects
of the electric power industry. Relay focused on three main
product and service categories: relay testing software,
electrical substation automation systems and software, and
personnel training services.
Relay developed a relay testing software package, named
UltraTest. UltraTest is the first automated relay testing
software capable of interfacing with and controlling the testing
instruments made by almost all of the major manufacturers. The
development and testing of UltraTest is complete and the product
is ready for widespread marketing. To date, the product has been
acquired by 17 utilities, and total product revenues have been
approximately $325,000.
In addition, Relay launched the definition phase of a
substation project that will combine off-the-shelf hardware with
specially developed software to provide substation
communications, maintenance support and testing. Preliminary
research is currently being performed to determine the
appropriate systems and platforms most suitable for the project.
Relay has also established a training facility, named Power
Industry Learning Center ("PILC") and located in Phoenix,
Arizona. PILC will provide training to electric utility
personnel relating to automated systems for relays, substations
and other electric utility facilities and certain basic courses
in electric generating and distribution systems. The PILC
training facilities utilize a decommissioned but fully operable
substation furnished by the Salt River Project.
Effective July 17, 1995, Relay reorganized its corporate
structure into four limited liability companies: RIKA, Universal,
Automated and Training, each of which was organized under the
Oklahoma Limited Liability Company Act. An Oklahoma limited
liability company is controlled by managers ("Managers"), rather
than by a board of directors, equity in the company is
represented by units of membership ("Units") rather than shares
of company stock, and holders of Units are referred to as members
("Members") rather than shareholders. In connection with Relay's
reorganization, Universal, Automated and Training each acquired
one of Relay's three lines of business. RIKA will provide
management oversight and administrative support and control of
the other three companies.
On July 17, 1995, the Company and RIKA entered into a
Software Application Development Agreement (the "Development
Agreement") to develop certain substation automation software
applications (the "Software"). RIKA will develop the Software
for the Company in accordance with the concepts, specifications,
schedules and limitations set forth in the Development Agreement.
Except as limited in the Development Agreement, the Company and
RIKA shall each have a perpetual, non-exclusive and unrestricted
license to use, modify, sublicense, sell or otherwise transfer
the Software.
The Company will designate a project director who will be
authorized to provide RIKA with such information as it may
require from time to time in order to perform its services under
the Development Agreement. The project director will also be
authorized to act on behalf of the Company, to issue instructions
to RIKA, and to approve on behalf of the Company any changes to
the Development Agreement or its schedules.
On or about the date scheduled for delivery of the Software,
RIKA shall deliver a machine executable copy of the Software on
appropriate media together with all other material required under
the Development Agreement. The Company will have a period of 90
days from the date of delivery to accept the Software, or to
reject the Software as not complying with the specifications
under the Development Agreement. For a period of one year
following the acceptance of the Software by the Company, RIKA
shall use its best efforts to correct significant Software
errors. After expiration of the one year period described in the
previous sentence, RIKA will provide maintenance and support
services to the Company upon such terms and conditions as the
parties shall agree.
The Company believes that the Software will allow the
Company to significantly enhance the efficiency of its substation
operations. The benefits to the Company and its electric
customers could be substantial.
In consideration for RIKA's services under the Development
Agreement, the Company has agreed to pay RIKA up to $3,050,000,
to be made available to RIKA in periodic installments, commencing
upon the execution of the Development Agreement and continuing
through March 31, 1996. To date, $1,000,000 has been expended in
this manner.
Pursuant to the Agreement, if the Company receives approval
of the Commission for the transactions herein requested, the
Company will execute a Member Agreement (the "Member Agreement")
which will govern the proposed acquisitions by the Company.
The Current Transaction
Pursuant to the terms of the Member Agreement, the Company
will agree, subject to the approval of the Commission, to (i)
convert $750,000 of the amount paid to RIKA to fund the
development of the Software into a capital contribution to
Automated, (ii) convert the balance of the amount paid to RIKA to
fund the development of the Software into a loan to RIKA, (iii)
commit to loan additional funds to RIKA to complete the
development of the Software, in the amount described below, (iv)
make a capital contribution to Universal in the amount of
$450,000, and (v) memorialize the respective rights and
obligations of the Company and the RIKA Companies regarding the
development of the Software and the management of the businesses
in which the RIKA Companies are engaged or intend to engage.
(A) Payments under the Development Agreement.
As discussed above, pursuant to the terms of the
Development Agreement, the Company has agreed to pay RIKA
$3,050,000 in periodic installments through March 31, 1996. Upon
execution of the Member Agreement, the Company will commit to
loan to RIKA an aggregate of $2,300,000 in exchange for RIKA's
promissory note to the Company (the "Promissory Note") in the
form set forth in Exhibit I to the Member Agreement. All funds
in excess of $750,000 paid under the Development Agreement by the
Company to RIKA prior to the execution of the Member Agreement
will be deemed a first advance against the Promissory Note. The
balance of the $2,300,000 will be advanced under the Promissory
Note according to the funding schedule established in the
Development Agreement.
In consideration of the Company's loan commitment to
RIKA, RIKA will issue to the Company Units of membership interest
in RIKA, which Units, upon issuance, shall comprise 50% of RIKA's
outstanding Units of membership. As further consideration for
the Company's loan commitment to RIKA, each other RIKA Company
shall agree to take all action as may be needed to allow the
Company the right to purchase a non-exclusive license to use the
Software under the same terms and conditions as the license RIKA
will offer to non-affiliated utilities. The license granted to
the Company, however, shall be a perpetual, unrestricted license
to use and modify the Software at a fee no greater than the fee
RIKA shall pay Automated for the right to market the Software to
non-affiliated utilities.
(B) Equity Investments.
Upon execution and delivery of the Member Agreement,
the Company shall pay to Universal the sum of $450,000. In
consideration of the payment of such amount by the Company,
Universal will issue to the Company Units of membership interest
in Universal, which Units, upon issuance, shall comprise forty-
eight percent of Universal's outstanding Units of membership.
In addition, upon execution of the Member Agreement,
the Company and RIKA shall convert $750,000 of the amount paid to
RIKA under the Development Agreement into a capital contribution
to Automated. In consideration of such conversion, Automated
will issue to the Company Units of membership in Automated
comprising 71% of Automated's outstanding Units of membership.
After payment in full of the Promissory Note, however, the
Company's membership interest in Automated shall be reduced from
71% to 48%.
In consideration of the above financial contributions
to be made by the Company toward implementation of the business
plan for the RIKA Companies, the Company shall also be issued
Units of membership in Training comprising 48% of Training's
outstanding Units of membership.
(C) Rights and Obligations of the Parties.
Contemporaneously with the execution and delivery of
the Member Agreement, Amended and Restated Articles of
Organizations will be filed with the Oklahoma Secretary of State,
containing the provisions described below, and Amended and
Restated Operating Agreements will be executed, for each RIKA
Company.
(i) Duration of Corporate Existence
Each of the RIKA Companies was formed upon the filing
for record of their respective Articles of Organization with the
Oklahoma Secretary of State, and shall continue its existence
until 12:00 midnight, December 31, 2015, unless sooner terminated
as provided in its Amended and Restated Operating Agreement.
(ii) Authorization and Issuance of Units
Each RIKA Company shall have the authority to issue an
aggregate of one hundred Units. The Company shall be issued 50
Units of RIKA, 48 Units of Universal, 48 Units of Training, and,
initially, 71 Units of Automated. Upon payment in full of the
Promissory Note, the Company's Unit ownership in Automated will
be reduced to 48 Units. The various rights of the Members in
respect of voting and management of the RIKA Companies are
described in paragraphs (C)(iii)-(v) below.
(iii) Allocations and Distributions
Distributions of all cash available for distribution
from a RIKA Company shall be made as determined by majority vote
of the voting rights of the Members of such RIKA Company. Any
distribution of property shall be treated as a distribution of
cash in the amount of the fair market value of such property.
Distributions shall be made by a RIKA Company to its Members pro
rata, according to the number of Units held by each Member, with
all outstanding Units being treated alike. All items of income,
loss, deduction or credit shall be allocated to all Members or
their assignees in accordance with such Members' respective Unit
ownership, all Units being treated equally.
(iv) Management and Operation of Business
Management of each RIKA Company shall be vested in two
Managers, who, in the case of the RIKA Companies other than RIKA,
shall be elected by majority vote of the voting rights of the
Members of such RIKA Company at any annual or special meeting
called for that purpose. Each manager of a RIKA Company shall
have one vote in all matters coming before a vote of the managers
of such RIKA Company. Any person serving as a Manager for a RIKA
Company shall be able to exercise all the powers of such company,
whether derived from law, such company's Articles of Organization
or its Amended and Restated Operating Agreement, except such
powers as are vested solely in the Members of such RIKA Company.
Unless and until there shall have occurred an event of
default under the Member Agreement (an "Event of Default"), no
Manager of a RIKA Company shall have the authority to cause such
RIKA Company to do or commit to do any of the following acts
without the prior unanimous written consent by the Members of
such RIKA Company: (a) borrow money in excess of $10,000
($50,000 for RIKA), (b) sell any assets of such RIKA Company
having a fair market value over $10,000 ($50,000 for RIKA),
(c) enter into any contract involving an anticipated total
expenditure of over $10,000 ($100,000 for RIKA), (d) do any act
which would make it impossible to carry on the ordinary business
of such RIKA Company, (e) compromise any claim over $10,000
($50,000 for RIKA), (f) admit a person or entity as a Member, (g)
knowingly perform any act that would subject a Member to personal
liability, (h) amend such RIKA Company's Articles of
Organization, or (i) approve any business plan of such RIKA
Company. Upon the occurrence of an Event of Default, each
Manager of a RIKA Company shall have the authority to cause the
Company to do or commit to do the foregoing acts upon a majority
vote of the Members of such RIKA Company. An Event of Default
will occur if (i) the RIKA Companies fail to meet specified
financial goals, (ii) the RIKA Companies exceed, in any quarter,
105% of budgeted expenses, (iii) any RIKA Company defaults on any
material term, covenant or agreement in any material contract,
document or instrument to which such RIKA Company is a party, and
such default remains uncurred beyond any applicable grace
periods, (iv) any false representation or warranty made in the
Member Agreement or in connection with the transactions
contemplated therein results in a material adverse effect on a
RIKA Company, (v) any RIKA Company shall make an assignment for
the benefit of creditors, or shall become insolvent or bankrupt,
or shall take any action toward the dissolution or liquidation of
such RIKA Company, or (vi) any event occurs that would result in
the dissolution of a RIKA Company under the laws of the State of
Oklahoma.
Unless and until there has occurred an Event of
Default, one of the two RIKA managers shall be designated by the
Company (the "Company Manager"). The Company Manager need not be
a RIKA Member. Upon the occurrence of any Event of Default, the
holder of a majority of the voting rights of RIKA shall be
entitled to designate both managers of RIKA. At no point will
the managers of the other RIKA Companies be officers or employees
of the Company, nor will such managers be designated by the
Company.
(v) Rights and Obligations of Members
Actions requiring a vote of the Members of a RIKA
Company may be taken upon a majority vote of such Members.
Unless and until there shall have occurred an Event of Default,
the Company shall hold four percent (4%) of all voting rights of
each RIKA Company. Upon the occurrence of an Event of Default,
RIKA shall hold one hundred percent (100%) of the voting rights
of Universal, Automated and Training, and the voting rights of
RIKA shall be reapportioned among the Members of RIKA so that the
voting rights held by the Company on one hand, and the other
Members of RIKA on the other hand, shall be in proportion to the
amounts of principal and interest then outstanding under the
Promissory Note and any RIKA promissory notes held by the other
RIKA Members, respectively. [It is expected that the Promissory
Note will have an initial aggregate principal amount of
$2,300,000, and that at the time of execution of the Member
Agreement one other RIKA promissory note will be outstanding in
favor of one other Member of RIKA, with an aggregate principal
amount of approximately $500,000. Therefore, an Event of Default
shortly after execution of the Member Agreement would cause the
Company to obtain a majority of the voting rights of RIKA.]
As the Company will not hold "voting securities" within
the meaning of the Act in excess of 5% of the issued and
outstanding voting rights of any RIKA Company after the
consummation of the transactions described herein, such companies
will not be subsidiary companies of the Company within the
meaning of Section 2(a)(8)(A) of the Act, nor will they be
affiliates of the Company within the meaning of Section
2(a)(ii)(A) of the Act. In addition, except possibly in certain
situations after an Event of Default, the amount and type of
securities of any RIKA Company held by the Company do not provide
the Company with the means to direct the management and affairs
of any RIKA Company.
(vi) Transfer of Units
No transfer of Units by any Member of a RIKA Company
shall be made if the transfer (a) would violate applicable
federal and state securities laws or rules and regulations of the
Securities and Exchange Commission, any state securities
commission or any other governmental authority with jurisdiction
over the transfer, (b) would materially adversely affect the
classification of such RIKA Company as a partnership for federal
or (as applicable) state income tax purposes, or (c) would affect
such RIKA Company's qualification as a limited liability company
under the Oklahoma Limited Liability Company Act, as amended. No
Units may be transferred by a Member of any RIKA Company unless a
majority vote of the Members of such RIKA Company approving such
transfer has been obtained, provided, however, that no such
approval shall be required with respect to any transfer of Units
by the Company to CSW or any direct or indirect subsidiary of
CSW. Any transfer of Units of any RIKA Company not made in
accordance with such RIKA Company's Amended and Restated
Operating Agreement shall be null and void.
(vii) Dissolution and Liquidation
A RIKA Company shall be dissolved and its affairs shall
be wound up upon the occurrence of any of the following: (a) the
term of such RIKA Company as stated in its Amended and Restated
Articles of Organization expires, (b) all Members of such RIKA
Company vote to dissolve, or (c) if, upon the occurrence of an
Event of Dissolution (as defined below), the remaining Members
fail to continue the company pursuant to the terms of such RIKA
Company's Amended and Restated Operating Agreement. Upon
dissolution of a RIKA Company, such company shall immediately
commence to liquidate and wind up its affairs. The Members of
such RIKA Company shall continue to share profits and losses
during the period of liquidation and winding up in the same
proportion as before commencement of winding up and dissolution.
Upon the death, incapacity, resignation, expulsion,
bankruptcy or dissolution of a Member of a RIKA Company, or the
occurrence of any other event which terminates the continued
membership of a Member of a RIKA Company (any of such events
being defined herein as an "Event of Dissolution"), such RIKA
Company shall dissolve and its affairs shall be wound up unless
there is at least one remaining Member of such RIKA Company and
within sixty days after the occurrence of an Event of
Dissolution, all the remaining Members of such RIKA Company
unanimously agree to continue such RIKA Company. No Member of a
RIKA Company may voluntarily resign from such RIKA Company until
after the second anniversary of the date of such RIKA Company's
Amended and Restated Operating Agreement.
Request For Authority
The Company hereby requests authority to invest up to
$450,000 in the RIKA Companies, in exchange for Units to be
issued by them, pursuant to the Member Agreement, and to convert
the funds paid by the Company to RIKA under the Development
Agreement into a loan to RIKA under the terms of the Member
Agreement, all as described herein. To the extent that any other
aspects of the transactions described herein require authority
from the Commission, the Company hereby requests the same.
Item 2. Fees, Commissions and Expenses
The estimate of the approximate amount of fees and expenses
payable in connection with the transactions is as follows:
Holding Company Act filing fee.......... $ 2,000*
Legal Fees and Expenses
Milbank, Tweed, Hadley & McCloy
New York, New York................... 10,000
Doerner, Saunders, Daniel
& Anderson
Tulsa, Oklahoma...................... 14,000
Miscellaneous and incidental
expenses including travel,
telephone and postage................ 500
-------
$26,500
=======
_______________
* Actual Amount.
Item 3. Applicable Statutory Provisions
Sections 9, 10 and 11 of the Act and Rule 23 under the
Act are or may be applicable to the proposed transactions
described herein. In addition to the authority to engage in the
proposed transactions, the Company requests that the Commission
declare that the RIKA Companies are not subsidiaries or
affiliates of the Company under Sections 2(a)(8) and 2(a)(11),
respectively, of the Act. To the extent any other sections of
the Act may be applicable to the proposed transaction, the
Company hereby requests appropriate orders thereunder.
The RIKA Companies will not be presumed to be
subsidiaries or affiliates of the Company under Sections 2(a)(8)
and 2(a)(11), respectively, as the Company will not acquire more
than 5% of the voting securities of any RIKA Company. Pursuant
to Section 2(a)(8) of the Act, no RIKA Company will be deemed to
be an indirect or direct subsidiary of the Company, in that the
direction or management of the affairs and policies of each RIKA
Company will not be subject to control or a controlling influence
of the type referred to in Section 2(a)(8)(B) of the Act,
directly or indirectly, by the Company, except possibly in
certain situations after an Event of Default. In addition, the
relationship between the Company and the RIKA Companies is not
such that there is liable to be an absence of arm's-length
bargaining in transactions between them. In fact, the terms of
the transaction itself illustrate the Company's inability to
control the direction or management of the RIKA Companies.
Approval of the Commission is required under Sections
9(a)(1) and 10 of the Act prior to the direct or indirect
acquisition of any securities or any "interest in any business"
by a registered holding company. Under these Sections, the
Commission is required to assess the appropriateness of each
acquisition of securities or an interest in any business by a
registered holding company. These provisions provide in
pertinent part that the Commission shall approve the relevant
acquisition unless the Commission finds that "(1) such
acquisition will tend towards interlocking relations or the
concentration of control of public-utility companies, of a kind
or to an extent detrimental to the public interest or the
interest of investors or consumers; (2) ... the consideration ...
to be given ... in connection with such acquisition is not
reasonable...; or (3) such acquisition will unduly complicate the
capital structure of the holding company system of the applicant
or will be detrimental to the public interest or the interest of
investors or consumers of the proper functioning of such holding
company system." Section 10(c) further provides that the
Commission shall not approve the relevant acquisition if the
Commission finds that such acquisition is unlawful under the
provisions of Section 8 of the Act or is detrimental to the
carrying out of the provisions of Section 11 of the Act or unless
the Commission finds that such acquisition will "serve the public
interest by tending towards the economical and efficient
development of an integrated public utility system."
Sections 9(a)(1) and 10 are applicable to the Company's
acquisition of the Units of the RIKA Companies as described
herein and the acquisition of the Promissory Note. The Company
believes that each of the applicable criteria specified in
Section 10 of the Act are or will be satisfied with respect to
the transactions for which authority is requested in this
Application. No aspect of the transaction for which authority is
now sought will be unlawful under Section 8 of the Act.
Furthermore, not only will consummation of the transactions for
which authority is sought in this Application not be detrimental
to the carrying out of the provisions of Section 11 of the Act,
but also consummation of such transactions is intended to make
the Company a more efficient provider of electric energy at a
lower cost and with less deleterious effects on the environment.
Few other forms of business investment are as clearly related to
the operations of an integrated public utility system.
Furthermore, the Commission will be in a position to monitor
compliance by the Company with the terms of an order through the
reporting mechanisms under the Act.
The Company feels that it is particularly appropriate
and necessary for the Company to acquire an equity interest in
the RIKA Companies as described herein. As a Member in each of
the RIKA Companies, the Company will be in a position to monitor
(but not control) the development of the Software and to share
sensitive market and other information with the RIKA Companies,
in each case so as to foster the development of the Software in a
fashion that will best serve the needs of the Company and its
retail electric customers. The Company does not believe that its
goal of developing and utilizing the Software can be best met
through traditional contractual arrangements.
To the extent any other sections of the Act may be
applicable to the proposed transactions, the Company hereby
requests appropriate orders thereunder.
Item 4. Regulatory Approval
No state regulatory authority and no federal regulatory
authority, other than the Commission under the Act, have
jurisdiction over the proposed transactions.
Item 5. Procedure
It is requested that the Commission issue and publish no
later than October 6, 1995, the requisite notice under Rule 23
with respect to the filing of this Application, such notice to
specify a date not later than October 30, 1995, as the date after
which an order granting and permitting this Application to become
effective may be entered by the Commission and the Commission
enter not later than October 31, 1995, an appropriate order
granting and permitting this Application to become effective.
No recommended decision by a hearing officer or other
responsible officer of the Commission is necessary or required in
this matter. The Division of Investment Management of the
Commission may assist in the preparation of the Commission's
decision in this matter. There should be no thirty-day waiting
period between the issuance and the effective date of any order
issued by the Commission in this matter, and it is respectfully
requested that any such order be made effective immediately upon
the entry thereof.
Item 6. Exhibits and Financial Statements
Exhibit 1 -
Preliminary Opinion of Milbank, Tweed, Hadley & McCloy,
counsel to the Company.
Exhibit 2 -
Final or "Past Tense" opinion of Milbank, Tweed, Hadley
& McCloy, counsel to the Company (to be filed with
Certificate of Notification).
Exhibit 3 -
Proposed Notice of Proceeding.
Exhibit 4 -
Financial Statements of Public Service Company of
Oklahoma, as of June 30, 1993 (to be filed by
amendment).
Exhibit 5 -
Agreement dated as of July 17, 1995 by and among the
Company, the RIKA Companies and certain Individuals
(to be filed by amendment).
Exhibit 6 -
Software Application and Development Agreement dated as
of July 17, 1995 by and between the Company and RIKA
(to be filed by amendment).
Exhibit 7 -
Form of Member Agreement by and between the Company and
the RIKA Companies (to be filed by amendment).
Exhibit 8 -
Form of Articles of Organization of RIKA Management
Company, L.L.C. (to be filed by amendment).
Exhibit 9 -
Form of Operating Agreement of RIKA Management Company,
L.L.C. (to be filed by amendment).
Exhibit 10 -
Form of Articles of Organization of Universal Power
Products Company, L.L.C. (to be filed by amendment).
Exhibit 11 -
Form of Operating Agreement of Universal Power Products
Company, L.L.C. (to be filed by amendment).
Exhibit 12 -
Form of Articles of Organization of Automated Substation
Development Company, L.L.C. (to be filed by amendment).
Exhibit 13 -
Form of Operating Agreement of Automated Substation
Development Company, L.L.C. (to be filed by amendment).
Exhibit 14 -
Form of Articles of Organization of RC Training, L.L.C.
(to be filed by amendment).
Exhibit 15 -
Form of Operating Agreement of RC Training, L.L.C. (to
be filed by amendment).
Item 7. Environmental Effects
The proposed transaction does not involve major federal
action having a significant effect on the human environment. To
the best of the Company's knowledge no federal agency has
prepared or is preparing an environmental impact statement with
respect to the proposed transaction.
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.
Dated: October 2, 1995
PUBLIC SERVICE COMPANY
OF OKLAHOMA
By:/s/SHIRLEY S. BRIONES
Shirley S. Briones
Treasurer
INDEX OF EXHIBITS
EXHIBIT TRANSMISSION
NUMBER EXHIBITS METHOD
- ------- -------- ------------
1 Preliminary Opinion of Milbank, Electronic
Tweed, Hadley & McCloy, counsel
to the Company.
2 Final or "Past Tense" opinion of ---
Milbank, Tweed, Hadley & McCloy,
counsel to the Company (to be filed
with Certificate of Notification.)
3 Proposed Notice of Proceeding. Electronic
4 Financial Statements of Public ---
Service Company of Oklahoma, as of
June 30, 1995 (to be filed by amendment).
5 Agreement dated as of July 17, 1995 ---
by and among the Company, the RIKA
Companies and certain Individuals
(to be filed by amendment).
6 Software Application and Development ---
Agreement dated as of July 17, 1995
by and between the Company and RIKA
(to be filed by amendment).
7 Form of Member Agreement by and ---
between the Company and the RIKA
Companies (to be filed by amendment).
8 Form of Articles of Organization of RIKA ---
Management Company, L.L.C. (to be
filed by amendment) (to be filed by
amendment).
9 Form of Operating Agreement of RIKA ---
Management Company, L.L.C. (to be filed by
amendment).
10 Form of Articles of Organization of ---
Universal Power Products Company, L.L.C.
(to be filed by amendment).
11 Form of Operating Agreement of Universal ---
Power Products Company, L.L.C. (to be
filed by amendment).
12 Form of Articles of Organization of ---
Automated Substation Development Company,
L.L.C. (to be filed by amendment).
13 Form of Operating Agreement of Automated ---
Substation Development Company, L.L.C.
(to be filed by amendment).
14 Form of Articles of Organization of RC ---
Training, L.L.C. (to be filed by
amendment).
15 Form of Operating Agreement of RC ---
Training, L.L.C. (to be filed by
amendment)
<PAGE>
<PAGE>
EXHIBIT 1
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
October 2, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Public Service Company of Oklahoma
Form U-1 Declaration
(File No. 70-8341)
Dear Sirs:
We refer to the Form U-1 Declaration (File No. 70-____)
(the "Application") under the Public Utility Holding Company Act
of 1935, as amended (the "1935 Act"), filed by Public Service
Company of Oklahoma (the "Company"), an Oklahoma corporation and
a wholly-owned electric utility subsidiary of Central and South
West Corporation ("CSW"), a Delaware corporation and a registered
holding company. The Application relates to the Company's
request for authority under the 1935 Act to acquire (the
"Acquisition") securities of RIKA Management Company, LLC, an
Oklahoma limited liability company, Universal Power Products
Company, L.L.C., an Oklahoma limited liability company, Automated
Substation Development Company, L.L.C., an Oklahoma Limited
liability company and RC Training, L.L.C., an Oklahoma limited
liability company, all as more fully described in the
Application. We have acted as special counsel for the Company in
connection with the filing of the Application.
We have examined originals, or copies certified to our
satisfaction, of such corporate records of the Company,
certificates of public officials, certificates of officers and
representatives of the Company 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 Company and other appropriate
persons and statements contained in the Application.
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 Acquisition is consummated
in accordance with the Application, as it may be amended, and
subject to the assumptions and conditions set forth below:
1. All state laws applicable to the proposed
Acquisition as described in the Application will have been
complied with.
2. The consummation of the proposed Acquisition as
described in the Application will not violate the legal
rights of the lawful holders of any securities issued by the
Company or any associate company of the Company.
The opinions expressed above in respect of the proposed
Acquisition as described in the Application are subject to the
following assumptions or conditions:
a. The Acquisition shall have been duly authorized
and approved to the extent required by state law
by the Board of Directors of the Company.
b. The Securities and Exchange Commission shall have
duly entered an appropriate order or orders
granting and permitting the Application to become
effective with respect to the Acquisition
described therein.
c. The Acquisition 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 Application.
Very truly yours,
MILBANK, TWEED, HADLEY & McCLOY
<PAGE>
<PAGE>
EXHIBIT 3
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- )
Filings Under the Public Utility Holding Company Act of 1935
("Act") _______________, 1995
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 ___________, 1995 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 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 manner. After said date, the application(s) and/or
declaration(s), as filed or as amended, may be granted and/or
permitted to become effective.
Public Service Company of Oklahoma (70-____)
Public Service Company of Oklahoma ("PSO"), an Oklahoma
corporation and a wholly-owned electric utility subsidiary of
Central and South West Corporation ("CSW"), a Delaware
corporation and a registered holding company under the Public
Utility Holding Company Act of 1935, as amended (the "Act"),
located at 212 East 6th Street, Tulsa, Oklahoma 74119, has filed
an application pursuant to Sections 9, 10, and 11 of the Act and
Rule 23 thereunder.
PSO is seeking authority to purchase securities of RIKA
Management Company, L.L.C., Universal Power Products Company,
L.L.C., Automated Substation Development Company, L.L.C., and RC
Training, L.L.C., all Oklahoma limited liability companies (the
"RIKA Companies"), pursuant to an Agreement dated July 17, 1995
by and among the RIKA Companies, PSO and certain individuals
named therein. The RIKA Companies are engaged in the
development, production and sale of relay testing software,
electrical substation automation systems and software and
personnel training services for the electric power industry.
For the Commission, by the Division of Investment
Management, pursuant to delegated authority.
Jonathan G. Katz
Secretary
