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File No. 70-8341
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 10 (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)
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 as provided below; in all other respects the
Application as previously filed will remain the same. PSO hereby
requests authority to increase its investment in Excel
Technologies, Ltd. ("Excel"), a Delaware corporation, to
$2,718,764.91 and to consummate certain related purchases and
exchanges of securities issued by Excel, all as more fully
described herein.
Item 1. Description of Proposed Transactions.
Initial Transactions
By Order of the Securities and Exchange Commission
(the "Commission") dated March 31, 1994 (HCAR No. 35-26016; File
No. 70-8341) (the "Initial Order"), PSO was authorized to invest
up to $2.5 million, through capital stock purchases, in Excel
pursuant to a Debenture, Common Stock and Preferred Stock
Purchase Agreement ("Purchase Agreement"), dated October 14,
1993, among Excel, PSO, and ML Oklahoma Venture Partners, Limited
Partnership ("ML Partnership"), an unaffiliated Oklahoma limited
partnership. The obligations of PSO under the Purchase
Agreement, and the Registration Agreement and the Shareholders
Agreement referred to below, were subject to receipt of the
Commission approval granted under the Initial Order.
The Purchase Agreement provided for PSO's acquisition
from Excel of (i) 3,882 shares (19.23% of the outstanding shares)
of Series A Preferred Stock at $30.67 per share (resulting in an
aggregate purchase price of $119,060.94), (ii) 61,336 shares
(100% of the outstanding shares) of Series B Preferred Stock at
$30.67 per share (resulting in an aggregate purchase price of
$1,881,175.12), and (iii) 4,334 shares (3% of the outstanding
shares) of voting common stock (designated "Class A Common
Stock") for $625.
Both series of preferred stock are convertible into
shares of common stock upon the terms and conditions set forth in
the Certificate of Designations, Voting Powers and Rights of
Series A and Series B Convertible Participating Preferred Stock
of Excel ("Certificate of Designations") with respect thereto.
The Series A Preferred Stock is convertible into Class A Common
Stock. The Series B Preferred Stock is convertible into common
stock which is non-voting while held by PSO (designated "Class B
Common Stock"). Upon conversion of the Series A Preferred Stock
into Class A Common Stock, PSO would own 4.99% of the outstanding
shares of Class A Common Stock, which are the only voting
securities of Excel. Therefore, Excel will not be a subsidiary
company under Section 2(a)(8)(A) of the Act nor an affiliate
under Section 2(a)(11)(A) of the Act.
Pursuant to the Initial Order, PSO is to divest its
equity interest in Excel once PSO has achieved its objectives
under its demand-side management ("DSM") program or, in any
event, prior to December 31, 2004, unless PSO receives Commission
approval to retain the equity interest for an additional period
of time.
On October 14, 1993, PSO, ML Partnership, certain other
shareholders of Excel and Excel entered into a Registration
Agreement, which provides certain rights to registration of
Class A and B Common Stock (collectively, "Common Stock") under
the Securities Act of 1933, as amended. Finally, also on
October 14, 1993, PSO and certain other shareholders of Excel
executed a Shareholder Agreement that allows PSO to elect a
single member of the six-member Excel board of directors, and
provides PSO with certain rights to information. The Shareholder
Agreement also provides for certain preemptive rights, rights of
first offer, rights of co-sale and other rights relating to the
ownership of Excel's securities.
Excel is engaged in research, development, and
installation of proprietary micro-processor based energy control
technology (the "Technology"). On April 9, 1993, PSO and Excel
entered into a Consulting and Research and Development Agreement,
as amended through October 14, 1993 ("Consulting Agreement"), to
enhance jointly the application of the Technology. Under the
Consulting Agreement, PSO is to provide Excel with, for example,
commercial and industrial usage patterns and Excel is to provide
PSO with product research and development expertise, sales
experience and a database of information on installed energy
management systems, and is to otherwise consult on DSM issues.
In consideration for services and energy management
systems under the Consulting Agreement, PSO will pay Excel up to
$1.35 million. Of such amount, $228,352.82 has been paid for
consulting services, $118,234.26 has been paid for purchases of
proto type (Type I, as defined in the Consulting Agreement)
energy management systems, and $367,583.63 of the authorized $1
million is currently outstanding for purchases of energy
management systems installed in PSO customer locations for
conservation and DSM study purposes.
PSO entered into the original agreements based on its
belief that Excel and the Technology could provide its commercial
and residential customers, especially middle-market commercial
customers, with significant DSM opportunities. Under the
agreements, PSO is to purchase and Excel is to install and
maintain "pilot" Excel energy management systems, thereby
providing data to gauge results and evaluate customer
perceptions. PSO is to acquire no energy management systems
outside of its service territory. More than 50% of the sales of
the Technology are expected to be outside of PSO's service
territory.
In the Application requesting authority for the
approximately $2 million investment in Excel as described above,
PSO also requested authorization to invest an additional $500,000
in Excel through capital stock purchases, in order to finance
further technological development, but requested the Commission
to reserve jurisdiction over such additional $500,000 investment.
Accordingly, the Initial Order authorizing the above transactions
reserved jurisdiction over such additional $500,000 investment.
1995 Transactions
By Order of the Commission dated March 17, 1995 (HCAR
No. 35-26252; File No. 70-8341) (the "Supplemental Order"), PSO
was authorized to invest an additional $350,000 in Excel pursuant
to a Debenture and Warrant Purchase Agreement, dated December 8,
1994 (the "Investment Agreement"), among Excel, ML Partnership,
The John and Donnie Brock Foundation (the "Brock Foundation"),
Spavinaw Partners Limited Partnership ("Spavinaw Partners"), and
PSO. Under the Investment Agreement, PSO received in exchange
for its investment (i) $350,000 in principal amount of 9%
Subordinated Debentures with a maturity of one year (the "New
Debentures"), and (ii) a warrant (the "New Warrant") to purchase
5,706 shares of Class B Common Stock (representing 16.30 shares
of Class B Common Stock for each $1,000 in principal amount of
New Debentures purchased under the Investment Agreement)
exercisable at a purchase price of $30.67 per share during a
five-year term commencing upon issuance.
ML Partnership invested an additional $150,000 and the
Brock Foundation and Spavinaw Partners together invested an
additional $350,000, for a total investment by such investors of
$850,000. In exchange for their respective investments, ML
Partnership received $150,000 in principal amount of New
Debentures and a warrant to purchase 2,445 shares of Class A
Common Stock, the Brock Foundation received $350,000 in principal
amount of New Debentures, and Spavinaw Partners received a
warrant to purchase 5,706 shares of Class A Common Stock.
As of the date hereof, PSO has invested approximately
$2.35 million in Excel out of the original $2.5 million
investment authorized by the Commission.
Proposed Transaction
Pursuant to a Stock Purchase and Exchange Agreement,
dated December 20, 1995 (the "Exchange Agreement"), among Excel,
PSO, ML Partnership, the Brock Foundation and NorthStar Energy
Group ("NorthStar"), a Texas general partnership, the New
Debentures will, according to their terms, be converted into
shares of Excel preferred stock. PSO's obligations under the
Exchange Agreement are subject to receipt of Commission approval
granted in respect of this Application. On a Closing Date
determined as provided in the Exchange Agreement (the "Closing
Date"), New Debentures held by PSO, plus accrued interest thereon
of $21,316.77, will be converted into 1,971 shares of Excel's
Series E Convertible Participating Preferred Stock ("Series E
Preferred Stock"). New Debentures held by the other investors
will be converted into shares of Excel's Series D Convertible
Participating Preferred Stock ("Series D Preferred Stock"). The
number of shares of preferred stock to be received by each
investor upon conversion of the New Debentures held by such
investor was determined by dividing the outstanding principal
amount of New Debentures plus accrued interest held by such
investor by $188.39. The $188.39 per share price was determined
by reference to the separate and arms-length purchase by
NorthStar of 3,374 shares of Series C Convertible Participating
Preferred Stock ("Series C Preferred Stock") and 1,687 shares of
Class A Common Stock for a combined purchase price of
$600,016.87.
In addition, in order to remove unneeded remedies and
anti-dilution provisions from the Company's outstanding preferred
stock, the Exchange Agreement provides for the exchange of all
outstanding shares of Series A and B Preferred Stock for shares
of Series D or E Preferred Stock, depending on the identity of
the holder. Thus, on the Closing Date, pursuant to the Exchange
Agreement, PSO will exchange the 3,882 shares of Series A
Preferred Stock which it currently owns for 624 shares of Series
E Preferred Stock, and PSO will exchange the 61,336 shares of
Series B Preferred Stock which it currently owns for 9,864 shares
of Series E Preferred Stock.
The Series D Preferred Stock and the Series E Preferred
Stock to be issued in exchange for the New Debentures shall have
rights, powers, qualifications, restrictions and preferences
nearly identical to those of the Series A Preferred Stock and the
Series B Preferred Stock issued initially to PSO, except that,
because a majority of the Excel Common Stock is now held by non-
management investors, most of the remedies of default have been
eliminated. The Series C Preferred Stock issued to NorthStar for
cash also has rights, powers, qualifications, restrictions and
preferences substantially similar to those of the Series D and
Series E Preferred Stock, except (i) the Series C Preferred Stock
has no right to dividends, (ii) Excel has the right to redeem
Series C Preferred Stock within 24 months after the original
issuance thereof, and (iii) Series C Preferred Stock shall have
priority over Series D and Series E Preferred Stock with respect
to payments made to shareholders in the event of any liquidation,
dissolution or winding up of Excel.
Finally, the Exchange Agreement provides that on the
Closing Date, subject to approval of the Commission, PSO shall
invest an additional $346,587.08 in Excel in exchange for 590
shares of Series C Preferred Stock, 1,749 shares of Series E
Preferred Stock and 648 shares of Class B Common Stock
(collectively, the "New Shares"). The $346,587.08 purchase price
to be paid by PSO for the foregoing shares shall be paid by means
of the cancellation of a consulting fee, and certain Type I
System obligations (as defined in the Consulting Agreement), in
the aggregate amount of $346,587.08 owed by Excel to PSO pursuant
to the Consulting Agreement. Cancellation of the amounts owed to
PSO by Excel under the Consulting Agreement is intended to
improve Excel's cash flow and enhance its business viability.
After consummation of the transactions described
herein, PSO will hold 590 shares of Series C Preferred Stock,
14,208 shares of Series E Preferred Stock, 4 shares of Class A
Common Stock (accounting for a 1000 for 1 reverse stock split),
648 shares of Class B Common Stock and a warrant to purchase 5
additional shares of Class B Common Stock (accounting for a 1000
for 1 reverse stock split); and PSO's aggregate investment in
Excel shall equal $2,718,764.91. Accordingly, PSO requests that
the Commission release jurisdiction over the remaining $150,000
of the initial $2.5 million authorized investment by PSO, and
authorize PSO to invest an additional $218,764.91 in Excel.
Conditions. PSO's obligations to consummate the
transactions under the Exchange Agreement are subject to
customary closing conditions, including receipt of required
Commission approvals.
Indemnification. The Exchange Agreement contains
customary indemnification provisions, under which Excel agrees to
indemnify each of the Investors, including PSO, for losses
exceeding $100,000 arising out of breaches of the Exchange
Agreement and the warranties thereunder and contains PSO's
reciprocal agreement to indemnify Excel for losses from any
similar breaches by PSO.
RULE 54
No proceeds from the transactions for which authority
is sought hereby from the Commission will be used by CSW or any
subsidiary thereof for the direct or indirect acquisition of an
interest in an exempt wholesale generator, as defined in
Section 32 of the Act ("EWG"), or a foreign utility company, as
defined in Section 33 of the Act ("FUCO"). Rule 54 promulgated
under the Act states that in determining whether to approve the
issue or sale of a security by a registered holding company for
purposes other than the acquisition of an EWG or a FUCO, or other
transactions by such registered holding company or its
subsidiaries other than with respect to EWGs or FUCOs, the
Commission shall not consider the effect of the capitalization or
earnings of any subsidiary which is an EWG or a FUCO upon the
registered holding company system if Rule 53(a), (b) and (c) are
satisfied. As set forth below, all applicable conditions set
forth in Rule 53(a) are, and, assuming the consummation of the
transactions proposed hereby, will be, satisfied and none of the
conditions set forth in Rule 53(b) exist or will exist as a
result of the transactions proposed hereby.
CSW's "aggregate investment" (as defined under Rule
53(a) of the Act) in EWGs and FUCOs as of February 1, 1996 was
approximately $825 million, or about 45% of CSW's "consolidated
retained earnings" as of December 31, 1995. CSW thus satisfies
Rule 53(a)(1). CSW will maintain and make available the books
and records required by Rule 53(a)(2). No more than 2% of the
employees of CSW's operating subsidiaries will, at any one time,
directly or indirectly, render services to an EWG or FUCO in
which CSW directly or indirectly owns an interest, satisfying
Rule 53(a)(3). And lastly, CSW will submit a copy of Item 9 and
Exhibits G and H of CSW's Form U5S to each of the public service
commissions having jurisdiction over the retail rates of CSW's
operating utility subsidiaries, satisfying Rule 53(a)(4).
None of the conditions described in Rule 53(b) exist
with respect to CSW or any of its subsidiaries, thereby
satisfying such Rule and making Rule 53(c) inapplicable.
REQUEST FOR AUTHORITY
PSO hereby requests that the Commission (i) increase PSO's
maximum allowable investment in Excel by $218,764.91 (from $2.5
million to $2,718,764.91), (ii) authorize the conversion of the
$21,316.77 of accrued interest on the New Debentures held by PSO
into shares of Excel's Series E Convertible Participating
Preferred Stock, (iii) authorize the exchange of the shares of
Series A and B Preferred Stock currently owed by PSO for shares
of Series E Preferred Stock and (iv) authorize PSO's acquisition
of the New Shares upon cancellation of the consulting fees and
other amounts due to PSO by Excel under the Consulting Agreement.
Item 3. Applicable Statutory Provisions.
Sections 9, 10, and 11 of the Act and Rule 23
thereunder are or may be applicable to the proposed transactions
described herein. Upon consummation of the transactions proposed
in this Application, Excel will not be a direct or indirect
subsidiary of PSO within the meaning of Section 2(a)(8) of the
Act. The direction of the management of Excel will not be
subject, directly or indirectly, to control or a controlling
influence of the type referred to in Section 2(a)(8)(B) of the
Act by PSO. PSO will not make or hold any investments in any
"public utility company" within the meaning of Section 2(a)(5) of
the Act by virtue of the Exchange Agreement.
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
such acquisition 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 or may be applicable to
PSO's acquisition of the New Shares, conversion by PSO of accrued
interest on the New Debentures into shares of Series E Preferred
Stock and the exchange of the shares of Series A and B Preferred
Stock currently owned by PSO for shares of Series E Preferred
Stock, as described herein. PSO 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
transactions for which authority is now sought will be unlawful
under Section 8 of the Act.
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 transaction.
Item 5. Procedure.
It is requested that the Commission issue and publish,
no later than April 12, 1996, the requisite notice under Rule 23
with respect to the filing of this Application, such notice to
specify a date not later than April 29, 1996 as the date after
which an order granting and permitting this Application to become
effective may be entered by the Commission and that the
Commission enter, not later than April 30, 1996, an appropriate
order granting and permitting this Application to become
effective.
The Company respectfully requests that appropriate and
timely action be taken by the Commission in this matter.
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 25 - Preliminary opinion of Milbank, Tweed,
Hadley & McCloy, counsel to CSW and the
Company.
Exhibit 26 - Final or "past tense" opinion of
Milbank, Tweed, Hadley & McCloy, counsel
to CSW and the Company (to be filed with
Certificate of Notification).
Exhibit 27 - Financial Statements per books and pro
forma as of December 31, 1995 of Excel,
PSO, and CSW and consolidated
subsidiaries (to be filed by amendment).
Exhibit 28 - Stock Purchase and Exchange Agreement
dated December 20, 1995, among Excel,
ML Partnership, the Brock Foundation,
North Star and PSO (to be filed by
amendment).
Exhibit 28 - Proposed Notice of Proceeding.
Item 7. Information as to Environmental Effects.
The proposed transactions do not involve major federal
action having a significant effect on the human environment. To
the best of PSO's knowledge no federal agency has prepared or is
preparing an environmental impact statement with respect to the
proposed transactions.
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 statement (or amendment) to be signed on its
behalf by the undersigned thereunto duly authorized.
Dated: April 8, 1996
PUBLIC SERVICE COMPANY OF OKLAHOMA
By: /s/MARY M. POLFER
Mary M. Polfer,
Vice President, Administration
INDEX OF EXHIBITS
EXHIBIT TRANSMISSION
NUMBER EXHIBIT METHOD
- ------- ------- ------------
25 Preliminary opinion of Milbank, Electronic
Tweed, Hadley & McCloy, counsel to
CSW and the Company.
26 Final or "past tense" opinion of ---
Milbank, Tweed, Hadley & McCloy,
counsel to CSW and the Company (to
be filed with Certificate of
Notification).
27 Financial Statements per books and ---
pro forma as of December 31, 1995
of Excel, PSO, and CSW and
consolidated subsidiaries (to be
filed by amendment).
28 Stock Purchase and Exchange ---
Agreement dated December 20, 1995,
among Excel, ML Partnership, the
Brock Foundation, North Star and
PSO (to be filed by amendment).
29 Proposed Notice of Proceeding. Electronic
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EXHIBIT 25
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Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
April 8, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Public Service Company of Oklahoma
Form U-1 Application - Amendment No. 10
(Post-Effective)(File No. 70-8341)
Dear Sirs:
We refer to Amendment No. 10 (Post-Effective) to the
Form U-1 Declaration (File No. 70-8341) (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 increase its investment in Excel Technologies,
Ltd. ("Excel"), a Delaware corporation, and to consummate certain
related purchases and exchanges of securities issued by Excel
(the "Transaction"), 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 Transaction 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
Transaction as described in the Application will have been
complied with.
2. The consummation of the proposed Transaction 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
Transaction as described in the Application are subject to the
following assumptions or conditions:
a. The Transaction 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 Transaction
described therein.
c. The Transaction 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,
/s/MILBANK, TWEED, HADLEY & MCCLOY
MILBANK, TWEED, HADLEY & McCLOY
GWG/RBW
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EXHIBIT 29
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SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- )
Filings Under the Public Utility Holding Company Act of 1935
("Act") _____________, 1996
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 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.
Public Service Company of Oklahoma (70-8341)
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 74119-1212, has
filed an application pursuant to Sections 9, 10, and 11 of the
Act and Rule 23 thereunder.
By prior Commission orders dated March 31, 1994 (HCAR
No. 26016) and March 17, 1995 (HCAR No. 26252), PSO was
authorized to purchase equity and convertible debt securities of
Excel Energy Technologies, Ltd., a Delaware corporation
("Excel"), pursuant to a Debenture, Common Stock and Preferred
Stock Purchase Agreement, dated October 14, 1993, by and among
Excel, ML Oklahoma Venture Partners, Limited Partnership, an
Oklahoma limited partnership ("ML Partnership"), and PSO (the
"Purchase Agreement") and a Debenture and Warrant Purchase
Agreement, dated December 8, 1994, by and among Excel, ML
Partnership, PSO and several other investors. Excel is engaged
in the development, enhancement and installation of, and research
relating to, energy management micro-processors. The Excel
energy management technology is a state of the art microprocessor
based energy management and control device that is designed to
provide significant savings of electricity and natural gas, and
has specific capabilities to utilize sophisticated communications
technology to enable utility companies to make significant
reductions in peak kilowatt demand.
PSO now seeks to increase its maximum authorized
investment in Excel to $2,718,764.91 and to consummate certain
related purchases and exchanges of securities issued by Excel.
PSO will limit its voting equity ownership to 4.99% of the
outstanding voting stock of Excel.
PSO and Excel are cooperating for the purpose of
enhancing the application of Excel's proprietary energy
management technology which PSO believes will be useful in
providing PSO's customers with demand side management
opportunities. PSO has agreed that it will divest its equity
interest in Excel once PSO has achieved its objectives under its
demand side management program and in any event prior to December
31, 2004 unless retention of such interest shall hereafter be
permitted under the Act or any rule or regulation or order of the
Commission thereunder.
For the Commission, by the Division of Investment
Management, pursuant to delegated authority.
Jonathan G. Katz
Secretary
