File No. 70-9055
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM U-1 APPLICATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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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)
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CENTRAL AND SOUTH WEST CORPORATION
(Name of top registered holding company parent)
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William R. McKamey
General Manager
Public Service Company of Oklahoma
212 East 6th Street
Tulsa, Oklahoma 74119-1212
Wendy G. Hargus, 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)
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Public Service Company of Oklahoma, an Oklahoma corporation ("PSO") 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"), hereby files
this Amendment No. 1 to the Form U-1 Application in File No. 70-9055 to amend
and restate the Application in its entirety.
Item 1. Description of Proposed Transaction
PSO hereby requests authority to purchase shares of common
stock of SCIENTECH, Inc., an Idaho corporation ("SCIENTECH"), as described
below. Business of SCIENTECH, Inc.
SCIENTECH is a privately owned company that provides services
(and some ancillary and minor products, such as replacement parts and components
for commercial nuclear facilities) to the nuclear utility industry (the "utility
services business"), and under contracts relating to the nuclear industry with
the Department of Energy, the Department of Defense and the Nuclear Regulatory
Commission (the "government agency services business"). Historically, SCIENTECH
has provided a majority of its services to government agencies in support of the
nuclear utility market. Over the past three years, however, SCIENTECH has
adopted a strategy of reducing its reliance upon government contracts and
applying its expertise to capture a greater share of the utility market. In
September 1996, SCIENTECH purchased the business and a portion of the assets of
Halliburton NUS Company, a nuclear utility service provider; these assets were
primarily customer accounts receivable and
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other current assets relating to Halliburton NUS Company's utility service
customers. While a majority of SCIENTECH's $53 million of actual revenues for
its fiscal year ended January 31, 1997 came from government contracts, on a pro
forma basis, including the NUS acquisition, SCIENTECH's utility services
business would have accounted for approximately 48% of its total revenues of
approximately $70 million, and government contracts would also have accounted
for approximately 48% of its total revenues.
SCIENTECH's utility services business is aimed at electric
utilities, which are restructuring and outsourcing in an increasingly
competitive environment. In particular, SCIENTECH provides services (including
engineering and other services), systems (including security systems), and
instruments, which describe, regulate, monitor and enhance the safety and
reliability of plant operations and their environmental impacts. SCIENTECH's
diverse services and products are of particular value to U.S. electric
utilities. Nearly 40% of SCIENTECH's utility services business involves the
analysis and evaluation of operational safety and risk using proprietary
software. Approximately 20% of SCIENTECH's utility services business is
associated with engineering and operational support activities involving nuclear
materials and facilities, design and installation of microwave transmission
systems, and training and simulator instruction for nuclear power plants.
Approximately 10% of SCIENTECH's utility services business is involved with the
design and installation of enhanced physical security systems, and another 10%
of its utility services business involves support
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services related to environmental compliance and cleanup. Information management
and other network services provide 15% of revenues and involve power plant and
nuclear plant support services among others. The other 5% of its utility
services business is derived from software sales, which includes software used
to support power plant operations.
SCIENTECH's government agency services business consists
principally of the design and installation of enhanced physical security systems
and work requiring skills in safety analysis and assessment, knowledge of safe
and secure handling of nuclear materials, technical review, technical
policy-making and technical policy implementation. Principal customers are the
Department of Energy and the Nuclear Regulatory Commission in many
utility-oriented activities. Recently, the Nuclear Regulatory Commission awarded
SCIENTECH the contract to promote, maintain and service two different safety
analysis computer codes developed by the U.S. Government for nuclear power
plants.
SCIENTECH also applies some of its expertise to applications
outside of the government and utility industries. It sells environmental
services to mining operations, internet services to non-utilities and risk and
reliability services to the industrial sector. Revenue from these services
totaled approximately $2 million for the fiscal year ended January 31, 1997,
which was approximately 3% of SCIENTECH's total revenue. Based on SCIENTECH's
present business strategy and its view of optimum growth opportunities, it is
anticipated that SCIENTECH will continue to provide the same or similar types of
services to non-utility and non-governmental customers and that in the future
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the percentage of SCIENTECH's total revenue from sales of services to such
customers will not materially increase.
SCIENTECH also provides risk and reliability services
internationally. These services, which totaled approximately $1.3 million for
the fiscal year ended January 31, 1997, are currently being provided to
governments of and/or utilities located in Canada, Japan, Korea and former
Soviet Block countries. Approximately 75% of these services are being funded
under contract with the Department of Energy and the Nuclear Regulatory
Commission. Most of the remaining work is performed under direct contract with
Japanese and Canadian utilities.
SCIENTECH has four wholly-owned subsidiaries, three
majority-owned subsidiaries and one minority-owned subsidiary.
SCIENTECH's wholly-owned subsidiaries are: UNC Analytical
Services, Inc. (d/b/a Belfort Engineering and Environmental
Services, Inc.) ("UNC"), Grant Environmental, Inc. ("Grant"), NUS
Information Services, Inc. ("NUS Information") and NUS
Instruments, Inc. ("NUS Instruments"). UNC provides engineering
services, primarily safety and environmental services, to U.S.
government agencies and U.S. government prime contractors. Grant
provides environmental engineering to commercial customers. NUS
Information provides utility database access, research and
analysis services to utility companies on a subscription basis.
NUS Instruments manufactures and re-manufactures electronic
control panels for utility control/operations rooms.
SCIENTECH's majority-owned subsidiaries are: SRVNet,
Inc. ("SRVNet"), Technology Applications, Inc. ("TAI") and
SCIENTECH de Venezuela, Inc. ("SDV"). SRVNet provides internet
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access services to subscribers in Eastern Idaho. TAI provides nuclear safety
engineering services to utilities in the former Soviet Block countries, usually
under U.S. Government funding. SDV markets and installs information systems and
provides network consulting services, including data safety and integrity
consulting, in Venezuela.
SCIENTECH's only minority-owned subsidiary is SEMTECH,
Inc., which provides services in support of minerals exploration
and nuclear safety engineering activities in Kazakhstan.
The Proposed Transaction
PSO has entered into a Stock Purchase Agreement, dated as of
June 2, 1997 (the "Stock Purchase Agreement"), between Dr. Lawrence J.
Ybarrondo, Chairman of the Board of Directors and founder of SCIENTECH (and
certain related trusts and family members) (collectively, the "Sellers") and
PSO. Pursuant to the Stock Purchase Agreement, and subject to certain conditions
including receipt of an order from the Securities and Exchange Commission (the
"Commission") approving this Application, PSO shall purchase from the Sellers,
at a purchase price of $6.00 per share, or an aggregate purchase price of
$3,036,000, an aggregate of 506,000 shares of SCIENTECH common stock (the
"Shares"), representing approximately 25% of the outstanding capital stock of
SCIENTECH. The Shares shall consist of 70,000 shares of Class A Voting Common
Stock ("Class A Stock") (representing 4.5% of the Class A Voting Common Stock to
be outstanding immediately following the consummation of PSO's purchase of the
Shares) and 436,000 shares of Class B Nonvoting Common Stock ("Class B Stock",
and together with the Class A stock, the "Common Stock")
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(representing 100% of the Class B Nonvoting Common Stock to be outstanding
immediately following the consummation of PSO's purchase of the Shares). In
addition, PSO has been granted an option (the "Option") to purchase, subject to
and conditioned upon approval by the Commission of this Application, an
additional 206,000 shares of Class B Nonvoting Common Stock from the Sellers not
later than September 2, 1998, at a purchase price per share of $9.00. The
acquisition of the Shares and the Option, and of the shares subject to the
Option upon exercise thereof, will be funded by PSO out of internally generated
funds.
SCIENTECH's capitalization as of June 2, 1997, consisted of
2,105,364 shares of Class A Stock and no shares of Class B Stock. Each share of
Class A Stock entitles its holder to one vote on any matter coming before the
SCIENTECH shareholders for a vote. The holders of Class B Stock shall not be
entitled to vote on any matter coming before the shareholders, except that no
amendment to SCIENTECH's Articles of Incorporation may be effected without the
affirmative vote of holders of a majority of the outstanding shares of Class B
Stock. Each holder of Class A Stock shall have the right at any time, at the
option of such holder, to exchange each share of Class A Stock, without payment
of any further consideration, into one share of fully paid Class B Stock, and
each holder of Class B Stock shall have the right at any time, at the option of
such holder, to exchange each share of Class B Stock, without payment of any
further consideration, into one share of fully paid Class A Stock. In all other
respects, each share of Class A Stock and Class B Stock issued and outstanding
shall be identical.
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PSO and the Sellers have also entered into an Escrow
Agreement, dated as of June 2, 1997, with a neutral, independent escrow agent
(the "Escrow Agreement"), pursuant to which certificates representing the Shares
and the purchase price therefor have been deposited with an escrow agent until
the Commission has acted on this Application. If all of the conditions to the
Escrow Agreement are satisfied, upon notice by PSO to the escrow agent that the
Commission has issued an appropriate order approving this Application, (i) the
escrow agent will deliver to SCIENTECH the certificates representing the Shares,
(ii) SCIENTECH will convert 436,000 of the Shares from Class A Stock to Class B
Stock and redeposit the certificates representing the Shares with the escrow
agent, and (iii) upon redeposit of the certificates representing the Shares, the
escrow agent will promptly deliver the certificates representing the Shares to
PSO and the purchase price to the Sellers. Accordingly, the 436,000 shares will
not be Class A Stock when PSO obtains control over such shares. PSO will not
take any action that would cause it to own or control, and at no time will PSO
own or control, more than 4.9% of the outstanding voting stock of SCIENTECH.
PSO and each SCIENTECH shareholder have entered into a
Shareholders Agreement, dated as of June 2, 1997 (the "Shareholders Agreement"),
whereby the shareholders have agreed that for so long as PSO holds 10% or more
of the outstanding SCIENTECH Common Stock on a fully diluted basis (without
regard to the voting rights thereof), PSO shall have the right to designate one
member of the Board of Directors, which shall
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consist of a minimum of six members, and which currently consists of 11 members.
In addition, the shareholders have agreed that in all cases where the number of
directors is greater than six, such additional directorships shall be filled
only with independent directors. Finally, SCIENTECH has agreed that, without
first obtaining PSO's consent, it will not issue any Common Stock, on a fully
diluted basis, at a price lower than $6.00 per share, proportionately adjusted
to reflect any stock dividend, stock split, combination of shares,
reclassification, recapitalization, automatic conversion, redemption or other
similar event affecting the number or character of outstanding shares of Common
Stock.
PSO has also entered into a Registration Rights Agreement,
dated as of June 2, 1997 (the "Rights Agreement"), among SCIENTECH and each of
its larger shareholders (not including SCIENTECH's Employee Stock Ownership
Plan). The Rights Agreement provides that at any time after February 1, 2001,
and before February 1, 2011, upon written request by the holders of at least 60%
of the outstanding Common Stock in the case of registration on any form other
than Form S-3, and 50% of the outstanding Common Stock in the case of
registration on Form S-3, SCIENTECH shall use its best efforts to register with
the Commission the shares which SCIENTECH has been so requested to register by
such holders.
The Stock Purchase Agreement provides that, in the event
approval or denial of this Application is not received from the Commission prior
to August 16, 1997, the Stock Purchase Agreement, the Escrow Agreement, the
Rights Agreement and the Shareholders Agreement shall be rescinded, the
certificates
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representing the Shares shall be returned to the Sellers, and the
purchase price shall be returned to PSO.
Services to the CSW System
SCIENTECH, through its NUS Information subsidiary, has
performed a small amount of work at the South Texas Project ("STP"), a nuclear
generating facility partially owned by a CSW subsidiary, Central Power and Light
Company. Currently, STP is subscribing to four informational database services
provided by NUS Information. It also has an open work order with NUS Information
for database maintenance, although no work has been performed under this
contract this year. No other services are presently being provided by SCIENTECH
or its subsidiaries to CSW or its affiliate companies. After consummation of the
proposed investment, SCIENTECH and/or its subsidiaries may provide additional
services or products to CSW and its affiliate companies without additional
Commission approval, although no such services or products have been identified.
Subsequent to PSO's proposed purchase of common shares of SCIENTECH, SCIENTECH
will not be an affiliate, as defined in Section 2(a)(11) of the Act, of PSO, CSW
or any of their affiliate companies. As such, transactions between CSW or any of
its affiliate companies will not be "affiliate transactions" requiring
Commission approval under Section 13(b) of the Act. Request For Authority
PSO hereby requests authority to acquire the Shares and the
Option, and to acquire the shares subject to the Option upon the exercise
thereof, as described herein. To the extent that
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any other aspects of the proposed investment requires authority from the
Commission, PSO hereby requests the same.
PSO agrees to file semi-annual certificates of notification,
no later than sixty (60) days after the end of each semi-annual period,
concerning the business activities carried out pursuant to any order approving
this Application, which certificates of notification shall contain, inter alia,
the following information: (i) a description of the types of services performed
by SCIENTECH during the period; (ii) a description of any services provided to
PSO or CSW or any other CSW affiliate by SCIENTECH during the period; (iii) a
statement of any dividends or interest paid to PSO, both for the period and
cumulatively, as a result of its equity interests in SCIENTECH; and (iv) a
statement regarding the purchase by PSO of any additional shares of SCIENTECH
pursuant to the Option. Item 2. Fees, Commissions and Expenses
PSO estimates that the approximate amount of fees and expenses payable
in connection with the transactions described herein is as follows:
Legal Fees and Expenses
Milbank, Tweed, Hadley & McCloy
New York, New York................... $ 5,000
Doerner, Saunders, Daniel
& Anderson
Tulsa, Oklahoma...................... $ 20,000
Miscellaneous and incidental
expenses including travel,
telephone and postage................ 500
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$ 25,500
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Item 3. Applicable Statutory Provisions
General
Sections 9, 10 and 11 of the Act and Rule 23 under the Act are
or may be applicable to the proposed investment described herein. Section 9(a)
of the Act makes unlawful the acquisition by a subsidiary of a registered
holding company of "any securities . . . or any other interest in any business"
without the prior approval of the Commission under Section 10. Under Section
10(c)(1), the Commission may not approve an acquisition of securities or any
other interest in any business if the proposed acquisition is "detrimental to
the carrying out of the provisions of Section 11". Under Section 11(b)(1), the
Commission must limit the operations of public utility holding companies and
their subsidiaries to such other businesses as are reasonably incidental, or
economically necessary or appropriate, to the operations of such integrated
public-utility system. The Commission may permit as reasonably incidental, or
economically necessary or appropriate, to the operations of one or more
integrated public-utility systems the retention of an interest in any business
(other than the business of a public-utility company as such) which the
Commission shall find necessary or appropriate in the public interest or for the
protection of investors or consumers and not detrimental to the proper
functioning of such system or systems.
The proposed investment by PSO in SCIENTECH satisfies the
requirements of Sections 9(a)(1) and 10 in that it is incidental, and
economically necessary or appropriate, to PSO's core business of generating,
transmitting and distributing
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electric energy. The proposed investment is also appropriate in the public
interest and is not detrimental to the proper functioning of PSO or the CSW
system. PSO's investment in SCIENTECH will be small relative to PSO's total
financial resources. Risks to the financial position of PSO also will be limited
because PSO will not be obligated to make further capital contributions beyond
its initial equity investment. PSO will not seek recovery through higher rates
from utility customers to compensate for possible future losses or inadequate
returns on capital invested in SCIENTECH, so that PSO's shareholders will bear
all risks associated with the proposed investment.
Likewise, the proposed investment is consistent with Rule 58
under the Act. Paragraph (b)(1)(vii) of Rule 58 would permit PSO to acquire the
securities of a company primarily involved in the "sale of technical,
operational, management, and other similar kinds of services and expertise,
developed in the course of utility operations in such areas as power plant and
transmission system engineering, development, design and rehabilitation;
construction; maintenance and operation; ... environmental licensing, testing
and remediation; and other similar areas". Except for the minor international
element of its business, SCIENTECH would qualify as an Energy Related Company
under paragraph (b)(1)(vii) of Rule 58. In this regard, it is noted that the
Commission has permitted subsidiaries of registered holding companies to engage
in certain energy-related activities outside of the United States. In Eastern
Utilities Associates, Holding Co. Act Release No. 26135 (September 30, 1994),
the SEC authorized EUA Cogenex Corporation, a subsidiary
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of Eastern Utilities Associates, to engage in energy and demand-side
management activities in Canada based upon the SEC's determination that such
activities are "closely related" to EUA's core utility business. See also
Northeast Utilities, Holding Co. Act Release No. 26108 (August 19, 1994). As in
the above orders, the minor international element of SCIENTECH's business is
closely-related to PSO's core utility business.
The proposed investment also satisfies the two-pronged
"functional relationship" test established by the United States Court of Appeals
for the District of Columbia Circuit in Michigan Consolidated Gas Co. v. SEC,
444 F.2d 913 (D.C. Cir. 1971), which traditionally has been used by the
Commission in applying Section 11(b)(1) of the Act. Under the "functional
relationship" test, an integrated public-utility system may retain an interest
in another business if (i) the additional business is "reasonably incidental or
economically necessary or appropriate" to the integrated system, and (ii) the
retention of the additional business is in the public interest. Michigan
Consolidated at 916. As discussed in the preceding paragraphs, the proposed
investment satisfies the first prong of the "functional relationship" test in
that it is reasonably incidental and economically necessary and appropriate to
PSO's core business. The proposed investment is also consistent with the orders
cited in the footnote to the Commission's discussion of paragraph (b)(1)(vii) of
Rule 58. (Holding Company Act Release No. 35-26313 at note 27 (June 20, 1995).)
These orders authorize a variety of services to be rendered by new subsidiaries
of the applicants to non-affiliated electric utility companies and
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others: Southern Company, Holding Company Act Release No. 22132 (July 17,
1981), authorizing the sale of "management, technical and training services to
non-affiliates"; American Electric Power Company, Inc., Holding Company Act
Release No. 22468 (April 28, 1982), authorizing the sale of "management,
technical, and training expertise in the open, competitive market to
non-affiliated entities including domestic and foreign governmental agencies,
public utilities and other business concerns"; Middle South Utilities, Inc.,
Holding Company Act Release No. 22818 (January 11, 1983), as supplemented by
Holding Company Act Release No. 23152 (December 5, 1983), authorizing the
operation of "a consulting business for profit, marketing to nonaffiliates
management, technical, and training expertise developed by System companies";
and New England Electric System, Holding Company Act Release No. 22719 (November
19, 1982), authorizing the offering of "energy management services on the open,
competitive market exclusively to non-affiliates, primarily the operators of
large institutional, commercial, residential or industrial buildings ...
including the installation of meters and controls on equipment, the modification
or replacement of inefficient equipment, and the monitoring of energy
consumption". Although the aforementioned orders are referred to as authorizing
"consulting activities", they in fact authorize the provision of a wide variety
of services related to core electric utility operations to public utilities and
other customers without restriction by a so-called "50% limitation" discussed in
In the Matter of CSW Credit, Inc., Holding Company Act Release No. 25995 (March
2, 1995).
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See also Eastern Utilities Associates, Holding Co. Act
Release No. 26232 (February 15, 1995), in which the Commission recognized that
the plain language of Section 11 of the Act is a sufficient basis on which to
grant authorization for the sale of services to non-affiliates, without a 50%
limitation, when those services constitute a close complement to the applicant's
core business. The services authorized by prior orders in the same matter
included demand-side management and energy management services (and the sale of
related products) and consulting services. The order also recognized that
changes in the utility industry (in that case the substitution of efficiencies
in energy use for the construction of additional generating capacity) could
result in expanded views of what constitutes a part of, or is closely related
to, the core business of a public utility company or system. Finally, PSO
believes that its maintenance of equity interests in SCIENTECH will be
consistent with GPU Nuclear Corporation, Holding Co. Act Release No. 26139
(October 7, 1994). In that order, GPU Nuclear Corporation was authorized to
offer to non-affiliates a wide range of services to nuclear power plant
operators similar to the services offered by SCIENTECH and based on expertise,
resources and facilities developed in the course of GPU's core business
operations.
To the extent any other sections of the Act may be applicable to the
proposed investment, PSO hereby requests appropriate orders thereunder.
Rule 54
No proceeds from the proposed investment will be used by CSW or any subsidiary
thereof for the direct or indirect
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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 herein, 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 herein.
CSW's "aggregate investment" (as defined under Rule 53(a) of the
Act) in EWGs and FUCOs as of March 31, 1997 was approximately $894 million, or
about 47% of CSW's "consolidated retained earnings" as of March 31, 1997. 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
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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.
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 June 20, 1997, the requisite notice under Rule 23 with respect to the
filing of this Application, such notice to specify a date not later than July
14, 1997, 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 July 15, 1997, 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.
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Item 6. Exhibits and Financial Statements
Exhibit 1 - Preliminary Opinion of Milbank, Tweed, Hadley & McCloy,
counsel to PSO.
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 March 31, 1997.
Exhibit 5 - Stock Purchase Agreement, dated as of June 2, 1997.
Exhibit 6 - Form of Amended and Restated Articles of Incorporation
of Scientech, Inc.
Exhibit 7 - Escrow Agreement, dated as of June 2, 1997.
Exhibit 8 - Shareholders' Agreement, dated as of June 2, 1997.
Exhibit 9 - Registration Rights Agreement, dated as of June 2, 1997.
Confidential Exhibit 10 - Financial Statements of SCIENTECH as at and
for the fiscal year ended January 31, 1997 (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 PSO's
knowledge, no federal agency has prepared or is preparing an environmental
impact statement with respect to the proposed transaction.
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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: June 27, 1997
PUBLIC SERVICE COMPANY
OF OKLAHOMA
By:/s/WILLIAM R. MCKAMEY
William R. McKamey
General Manager
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INDEX OF EXHIBITS
EXHIBIT TRANSMISSION
NUMBER EXHIBITS METHOD
1 Preliminary Opinion of Milbank, Previously
Tweed, Hadley & McCloy, counsel Filed
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. Previously
Filed
4 Financial Statements of Public Previously
Service Company of Oklahoma, as of Filed
March 31, 1997.
5 Stock Purchase Agreement, dated Previously
as of June 2, 1997. Filed
6 Form of Amended and Restated Previously
Article of Incorporation of Filed
Scientech, Inc.
7 Escrow Agreement, dated as of Previously
June 2, 1997. Filed
8 Shareholders' Agreement, dated Previously
as of June 2, 1997. Filed
9 Registration Rights Agreement, Previously
dated as of June 2, 1997. Filed
10 Financial Statements of SCIENTECH ---
as at and for the fiscal year ended
January 31, 1997. (Confidential
Exhibit to be filed by amendment)
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