SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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:
In the Matter of :
: CERTIFICATE
PUBLIC SERVICE COMPANY OF OKLAHOMA :
: OF
File No. 70-9055 :
: NOTIFICATION
(Public Utility Holding Company Act :
of 1935) :
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Public Service Company of Oklahoma (the "Company"), an
Oklahoma corporation and a wholly-owned public utility subsidiary of Central and
South West Corporation, a Delaware corporation and a registered holding company
under the Public Utility Holding Company Act of 1935, as amended, hereby
certifies that:
1. On June 13, 1997, the Company filed a Form U-1 Application
in File No. 70-9055 (the "Application") with the Securities and Exchange
Commission (the "Commission") requesting authority to (i) purchase 506,000
shares (the "Initial Shares") of common stock of SCIENTECH, Inc, an Idaho
corporation, and (ii) exercise an option to purchase an additional 206,000
shares of SCIENTECH.
2. On July 29, 1997, the Commission issued an order (the
"Order") approving the Company's acquisition.
3. On August 8, 1997, funds were released from escrow, and the
Initial Shares were delivered to PSO.
4. The above-described transactions were carried out in
accordance with the terms and conditions of, and for the purposes requested in,
the Application, and in accordance with the terms and conditions of the Order.
The following exhibits (in the final form thereof in which
executed, filed or used) are filed herewith:
Exhibit 2 - Final or "past tense" opinion of Milbank, Tweed, Hadley &
McCloy, counsel to the Company.
<PAGE>
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:
September 24, 1997
PUBLIC SERVICE COMPANY OF OKLAHOMA
By: /s/ Wendy G. Hargus
Wendy G. Hargus
Treasurer
<PAGE>
EXHIBIT INDEX
Exhibit Transmission
Number Exhibit Method
2 Final or "past tense" opinion Electronic
of Milbank, Tweed, Hadley & McCloy,
counsel to the Company
EXHIBIT 2
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
September __, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Public Service Company of Oklahoma
Certificate of Notification to Form U-1
Application (File No. 70-9055)
Dear Sirs:
We refer to the Form U-1 Application (File No. 70-9055) (the
"Application") under the Public Utility Holding Company Act of 1935, as amended
(the "1935 Act"), and the Certificate of Notification, dated September __, 1997,
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, and the Order (the "Order") of the Securities and Exchange Commission,
dated July 29, 1997, approving the Application. The Application, Certificate of
Notification and Order relate to the Company's request for authority under the
1935 Act to acquire (the "Acquisition") shares of common stock of SCIENTECH,
Inc, an Idaho corporation. We have acted as special counsel for the Company in
connection with the filing of the Application and the Certificate of
Notification.
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 and the Certificate of Notification.
Based upon the foregoing, and having regard to legal
considerations which we deem relevant and subject to the assumptions and
conditions set forth below, we are of the opinion that:
1. The Acquisition has been consummated in accordance with the
terms and conditions of the Application and the Order.
2. All state laws applicable to the Acquisition as described
in the Application have been complied with.
3. The consummation of the Acquisition as described in the
Application does not violate the legal rights of the lawful holders of
any securities issued by the Company or any associate company of the
Company.
In rendering the opinions hereinabove expressed, we have
relied without independent verification upon the opinion of Doerner, Saunders,
Daniel & Anderson with respect to the opinion set forth in paragraph 1 above,
which subsumes knowledge of the fact of, and manner of, consummation of the
Acquisition, and as to matters governed by the laws of the State of Oklahoma. We
do not express any opinion as to matters governed by any laws other than the
Federal laws of the United States of America, the laws of the State of New York
and, to the extent hereinabove stated, the laws of Oklahoma in reliance upon
said opinion of counsel to the Company.
We hereby consent to the use of this opinion as an exhibit to
the Certificate of Notification.
Very truly yours,
/s/ Milbank, Tweed, Hadley & McCloy
MILBANK, TWEED, HADLEY & McCLOY
