<PAGE> 1
File No. 70-8341
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 6 (POST-EFFECTIVE) TO
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
(Name of company or companies filing this statement and address
of principal executive offices)
_______________________________
CENTRAL AND SOUTH WEST CORPORATION
(Name of top registered holding company parent)
________________________________
Mary M. Polfer
Vice President, Administration
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
(Names and addresses of agents for service)
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Public Service Company of Oklahoma ("PSO" or the "Company"), an
Oklahoma corporation, is a wholly owned electric public 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"). PSO hereby amends the Form U-1 Application in
File No. 70-8341 for the purpose of amending Item 6 by filing the following
exhibits and deleting Exhibit 21 from the list of Exhibits. In all other
respects the Application as previously filed and amended will remain the same.
Item 6. Exhibits and Financial Statements.
Item 6 is hereby amended to file the following exhibits:
Exhibit 15 - Debenture and Warrant Purchase Agreement dated December
8, 1994, among Excel, ML Partnership, The John and
Donnie Brock Foundation, Spavinaw Partners Limited
Partnership, and PSO (Confidential Exhibit).
Exhibit 16 - Form of Amendment to Shareholder Agreement among Excel,
ML Partnership, Jordan, Hildenbrand, Bullard, and the
other Shareholders (Confidential Exhibit).
Exhibit 17 - Form of Amendment to Registration Agreement among
Excel, ML Partnership, Jordan, Hildenbrand, Bullard,
and the other Shareholders (Confidential Exhibit).
Exhibit 18 - Form of Excel 9% Subordinated Debenture (Confidential
Exhibit).
Exhibit 19 - Form of Excel Stock Subscription Warrant (Confidential
Exhibit).
Exhibit 20 - Form of Third Amendment to Debenture, Common Stock and
Preferred Stock Purchase Agreement among Excel, ML
Partnership and PSO (Confidential Exhibit).
Exhibit 24 - Amended and Restated Certificate of Incorporation of
Excel .
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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: February 14, 1995
PUBLIC SERVICE COMPANY OF OKLAHOMA
By: /s/ Mary M. Polfer
Mary M. Polfer
Vice President, Administration
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INDEX OF EXHIBITS
EXHIBIT TRANSMISSION
NUMBER ENTER METHOD
- ------- ----- ------------
15 Debenture and Warrant Purchase Agreements SE
dated December 8, 1994, among Excel, ML
Partnership, The John and Donnie Brock
Foundation, Spavinaw Partners Limited
Partnership, and PSO (Confidential
Treatment).
16 Form of Amendment to Shareholder Agreement SE
among Excel, ML Partnership, Jordan,
Holdenbrand, Bullard, and the other
Shareholders (Confidential Exhibit).
17 Form of Amendment to Registration Agreement SE
among Excel, ML Partnership, Jordan,
Hildenbrand, Bullard, and the other
Shareholders (Confidential Exhibit).
18 Form of Excel 9% Subordinated Debenture SE
(Confidential Treatment).
19 Form of Excel Stock Subscription Warrant SE
(Confidential Exhibit).
20 Form of Third Amendment to Debenture, SE
Common Stock and Preferred Stock Purchase
Agreement among Excel, ML Partnership and
PSO (Confidential Exhibit).
24 Amended and Restated Certificate of Electronic
Incorporation of Excel.
<PAGE> 1
EXHIBIT 24
----------
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
EXCEL ENERGY TECHNOLOGIES, LTD.
EXCEL ENERGY TECHNOLOGIES, LTD., a Delaware corporation
(the "Corporation"), hereby certifies that:
1. The name of the Corporation is Excel Energy
Technologies, Ltd. The Corporation was originally incorporated
under the same name, and the Corporation's original Certificate
of Incorporation was filed with the Secretary of State of the
State of Delaware on September 3, 1992.
2. In accordance with Section 141 of the General
Corporation Law of Delaware, the Board of Directors of the
Corporation has adopted resolutions declaring the advisability of
this Certificate of Amendment of Certificate of Incorporation of
the Corporation by unanimous written consent.
3. In accordance with Section 228 of the General
Corporation Law of Delaware, the holders of a majority of the
outstanding capital stock of the Corporation have approved this
Certificate of Amendment to Certificate of Incorporation of the
Corporation by written consent. Written notice of such consent
has been given to all other holders of the outstanding capital
stock of the Corporation in accordance with such Section 228.
4. The amendment set forth herein was duly adopted in
accordance with Sections 242 of the General Corporation Law of
Delaware.
5. Article FOURTH of the Corporation's Certificate of
Incorporation is hereby amended to read in its entirety as
follows:
FOURTH: The total number of shares of all classes of
stock which the Corporation shall have the authority to issue is
1,500,000 shares, divided into classes designated as follows:
980,000 shares of Class A Voting Common Stock, $0.01 par value
per share ("Class A Common Stock"), 20,000 shares of Class B Non-
Voting Common Stock, $0.01 par value per share ("Class B Common
Stock"), and 500,000 shares of preferred stock, $0.01 par value
per share ("Preferred Stock").
Each share of common stock issued and outstanding
immediately prior to the date of filing of this Certificate of
Amendment of Certificate of Incorporation of the Corporation in
<PAGE> 2
the Office of the Secretary of State of the State of Delaware is
changed into and reclassified as an equal number of shares of
Class A Common Stock. The stock certificates representing such
shares of common stock issued and outstanding prior to the date
of filing of this Certificate of Amendment shall be deemed to
represent shares of Class A Common Stock without any further
action.
The designations, powers, preferences and rights, and
the qualifications, limitations or restrictions thereof, for each
class of stock of the Corporation shall be as follows:
A. Preferred Stock.
Shares of Preferred Stock may be issued from time to
time in one or more series as determined by the Board of
Directors of the Corporation. All shares of Preferred Stock
shall be of equal rank and shall be identical, except in respect
of the particulars fixed by the Board of Directors of the
Corporation for each series as provided herein. All shares of
any one series shall be identical in all respects with all the
other shares of such series, except that shares of any one series
issued at different times may differ as to the dates from which
dividends thereon shall be cumulative.
The Board of Directors of the Corporation is hereby
authorized, by resolution or resolutions to provide, out of the
unissued shares of Preferred Stock not then allocated to any
series of Preferred Stock, for a series of Preferred Stock.
Before any shares of any such series are issued, the Board of
Directors of the Corporation shall fix and determine, and is
hereby expressly empowered to fix and determine, by resolution or
resolutions, the following provisions of the shares thereof:
(i) the designation of such series and the number of
shares which shall constitute such series;
(ii) the annual dividend rate payable on shares of
such series, expressed in a dollar amount per share, and the date
or dates from which such dividends shall commence to accrue and
shall be cumulative;
(iii) the price or prices at which and the terms and
conditions, if any, on which shares of such series may be
redeemed;
(iv) the amounts payable upon shares of such series,
in the event of the voluntary or involuntary liquidation,
distribution of assets (other than payment of dividends),
dissolution, or winding-up of the affairs of the Corporation;
(v) the sinking funds or mandatory redemption
provisions, if any, for the redemption or purchase of shares of
such series;
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(vi) the extent of the voting powers, if any, of the
shares of such series;
(vii) the terms and conditions, if any, on which
shares of such series may be converted into shares of stock of
the Corporation of any class or classes; and
(viii) any other preferences and relative,
participating, optional or other special rights, and any
qualifications, limitations or restrictions of such preferences
or rights, of shares of such series.
B. Class A Common Stock and Class B Common Stock.
1. Voting. With respect to voting powers, except as
otherwise required by the Delaware General Corporation Law and
any certificate of designations relating to the rights of holders
of the Corporation's Preferred Stock, the holders of Class A
Common Stock shall possess all voting powers for all purposes,
including by way of illustration and not of limitation the
election of directors, and the holders of Class B Common Stock
shall have no voting power whatsoever, and no holder of Class B
Common Stock shall vote on or otherwise participate in any
proceedings in which actions shall be taken by the Corporation or
the shareholders thereof or be entitled to notification as to any
meeting of the Board of Directors or the shareholders.
2. Other Rights. Except as provided herein with
respect to voting rights, each share of the Class A Common Stock
and Class B common Stock (collectively, hereinafter referred to
as the "Common Stock") issued and outstanding shall be identical
in all respects, including in respect of rights to dividends and
other distributions in cash, stock, or property of the
Corporation, provided that in the case of dividends or other
distributions payable in stock of the Corporation other than
Preferred Stock, including distributions pursuant to stock split-
ups or divisions of stock of the Corporation other than Preferred
Stock, which occur after the date shares of Class B Common Stock
are first issued by the Corporation, only shares of Class A
Common Stock shall be distributed with respect to Class A Common
Stock and only shares of Class B Common Stock shall be
distributed with respect to Class B Common Stock. In no event
will either the Class A Common Stock or the Class B Common Stock
be split, divided, or combined unless the other is split,
divided, or combined on an equivalent basis. Except for and
subject to those rights expressly granted to the holders of the
Preferred Stock, the holders of the Common Stock shall have
exclusively all other rights of shareholders including, but not
limited to, (i) the right to receive dividends, when and as
declared by the Board of Directors out of assets lawfully
available therefor, and (ii) in the event of any distribution of
assets upon liquidation, dissolution or winding-up of the
Corporation or otherwise, the right to receive ratably all the
assets and funds of the Corporation remaining after the payment
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to the holders of the Preferred Stock of the specific amounts
which they are entitled to receive upon such liquidation,
dissolution or winding-up of the Corporation; provided, however,
the Corporation shall not pay any dividend or make any
distribution on any shares of Common Stock held in the treasury
of the Corporation.
3. Conversion of Class B Common Stock.
(a) The holder of any shares of the Class B Common
Stock shall have the right at any time, at such holder's option,
to convert all of any number of such shares of Class B Common
Stock into such number of fully paid and nonassessable shares of
Class A Common Stock as shall be provided herein. In the case of
Public Service Company of Oklahoma ("PSO"), for so long as the
parent company of PSO is subject to the Public Utility Holding
Company Act of 1935, as amended, the option of convert shares of
Class B Common Stock pursuant to this Section 3 shall be
exercisable at any time and from time to time only under the
following circumstances: (i) solely to the extent necessary to
allow PSO to maintain the maximum voting power available with
respect to its ownership of the Corporation's capital stock, as
long as such voting power does not exceed 4.9% of the voting
power available under all of the Corporation's outstanding voting
securities, and (ii) upon PSO's transfer of such shares of Class
B Common Stock to any person or entity that is not a "PSO
Affiliate," as such term is defined in Section 6.2 of the
Corporation's Certificate of Designations, Voting Powers and
Rights of Series A and Series B Convertible Participating
Preferred Stock, such transferee shall be entitled to convert
such shares of Class B Common Stock.
(b) The holder of any shares of Class B Common
Stock may exercise the conversion right provided in this Section
3 by giving written notice (the "Class B Conversion Notice") to
the Corporation stating the number of shares of Class B Common
Stock to be converted (the "Class B Conversion Shares"), the name
or names in which the stock certificate or stock certificates for
the shares of Class A Common Stock are to be issued and the
address to which such certificates shall be delivered. The Class
B Conversion Notice shall be accompanied by the stock certificate
or stock certificates representing the Class B Conversion Shares,
duly endorsed to the Corporation. The number of shares of Class
A Common Stock that shall be issuable upon conversion of the
Class B Conversion Shares shall equal the number of Class B
Conversion Shares multiplied by the Conversion Ratio (as defined
and determined in accordance with Section 4 below).
(c) Conversion shall be deemed to have been
effected on the date the Conversion Notice is given (the "Class B
Conversion Date"). Within ten business days after receipt of the
Class B Conversion Notice, the Corporation shall issue and
deliver by hand against a signed receipt thereof or by United
States registered mail, return receipt requested, to the address
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designated by the holder of the Class B Conversion Shares in the
Class B Conversion Notice, a stock certificate or stock
certificates of the Corporation representing the number of shares
of Class A Common Stock to which such holder is entitled and a
check or cash in payment of accrued and unpaid dividends with
respect to the Class B Conversion Shares. In the event that only
a portion of the number of shares of Class B Common Stock
represented by a stock certificate surrendered for conversion
shall be Class B Conversion Shares, the Corporation shall issue
and deliver in the manner aforesaid to the holder of the stock
certificate so surrendered for conversion, at the expense of the
Corporation, a new stock certificate for the number of uncoverted
shares of Class B Common Stock.
4. Conversion Ratio. The "Conversion Ratio" shall be
one share of Class A Common Stock for each share of Class B
Common Stock converted in accordance with Section 3.
5. Taxes. The Corporation shall pay all documentary,
stamp or other transactional taxes and charges attributable to
the issuance or delivery of shares of stock of the Corporation
upon conversion of any shares of Class B Common Stock; provided,
however, that the Corporation shall not be required to pay any
taxes which may be payable in respect of any transfer involved in
the issuance or delivery of any certificate for such shares in a
name other than that of the holder of the shares of Class B
Common Stock in respect of which such shares are being issued.
6. Reservation of Shares. The Corporation shall at
all times reserve and keep available, free from preemptive
rights, unissued or treasury shares of Class A Common Stock
sufficient to effect the conversion of all of the issued and
outstanding shares of Class B Common Stock.
IN WITNESS WHEREOF, the Corporation has caused this
Certificate to be signed by its President and attested by its
Secretary as of February __, 1995.
ATTEST: EXCEL ENERGY TECHNOLOGIES, LTD.
____________________________ By:____________________________
Ronald D. Bullard, Secretary Kevin L. Jordan, President
[SEAL]
