PUBLIC SERVICE CO OF OKLAHOMA
8-K, 1997-07-24
ELECTRIC SERVICES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):    July 17, 1997

Commission      Registrant, State of Incorporation,      I.R.S. Employer
File Number     Address and Telephone Number             Identification No.


1-1443          Central and South West Corporation       51-0007707
                (A Delaware Corporation)
                1616 Woodall Rodgers Freeway
                Dallas, TX 75202-1234
                (214) 777-1000

0-343           Public Service Company of Oklahoma       73-0410895
                (An Oklahoma Corporation)
                212 East 6th Street
                Tulsa, Oklahoma  74119-1212
                (918) 599-2000



<PAGE>


FORWARD LOOKING INFORMATION

This report and other  presentations  made by Central and South West Corporation
(CSW) and its subsidiaries contain forward looking statements within the meaning
of Section 21E of the Exchange  Act.  Although CSW and each of its  subsidiaries
believe  that,  in making any such  statements,  its  expectations  are based on
reasonable  assumptions,  any such  statements may be influenced by factors that
could cause actual  outcomes and results to be materially  different  from those
projected.   Important  factors  that  could  cause  actual  results  to  differ
materially from those in the forward  looking  statements  include,  but are not
limited to: the impact of general  economic changes in the U.S. and in countries
in which CSW either  currently  has made or in the future may make  investments;
the impact of  deregulation on the U.S.  electric  utility  business;  increased
competition and electric utility industry restructuring in the U.S.; federal and
state  regulatory  developments  and changes in law which may have a substantial
adverse  impact on the value of CSW System  assets;  timing and adequacy of rate
relief;  adverse changes in electric load and customer growth;  climatic changes
or unexpected  changes in weather  patterns;  changing  fuel prices,  generating
plant and distribution  facility  performance;  decommissioning costs associated
with nuclear  generating  facilities;  uncertainties  in foreign  operations and
foreign laws  affecting  CSW's  investments in those  countries;  the effects of
retail  competition in the natural gas and electricity  distribution  and supply
businesses  in the United  Kingdom;  and the  timing  and  success of efforts to
develop or acquire domestic and international power projects and utility assets.
In the non-utility  area, the  aforementioned  factors would also apply, and, in
addition,  would  include:  the  ability  to compete  effectively  in new areas,
including  telecommunications,  power marketing and brokering,  and other energy
related services,  as well as evolving federal and state regulatory  legislation
and policies that may  adversely  affect those  industries  generally or the CSW
System's business in areas in which it operates.







<PAGE>


ITEM 5.  OTHER EVENTS


Public Service Company of Oklahoma (PSO) Rate Review

As previously reported,  in July, 1996, the Corporation  Commission of the State
of Oklahoma (OCC) staff (OCC Staff) filed an application seeking a review of the
earnings and rate structure of PSO, a wholly owned subsidiary of CSW. The review
was initiated to investigate  the potential  impact on PSO's rates from the sale
of Transok,  Inc.,  PSO's  restructuring  efforts and PSO's  improved  financial
results.  Transok,  Inc.,  which supplies natural gas to PSO, was sold by CSW in
1996.

PSO filed financial information with the OCC Staff in November, 1996 and cost of
service and rate design testimony in January,  1997. 

At the time of its application, the OCC Staff did not seek to implement any rate
change on an interim basis.  Since that time, PSO agreed that rates on all bills
rendered  on or after May 30,  1997  would be  considered  "interim  rates"  and
subject to refund.  Interest on any such refund is being accrued  beginning June
25, 1997.

On July 17,  1997,  the OCC Staff  recommended  to the OCC that PSO decrease its
rates  by  $76.8  million   annually.   The  OCC  Staff's  revenue   requirement
calculations include, based on OCC Staff estimates, an overall rate of return of
9.308% including a return on equity of 11.0%.

                       OCC Staff's
                Recommended Rate Reduction
          and Resulting Estimated Earnings Impact
             (annualized effect, in millions)

OCC Staff recommended denial of PSO's requested
   depreciation increase (1)                                $   (27.5)
Additional OCC Staff depreciation decrease                      (18.7)
Working capital (accounts receivable factoring)                  (3.3)
Construction work in progress                                    (2.8)
Recovery of Inola Plant costs                                    (6.3)
Marketing and advertising expense                                (7.4)
Payroll and benefits reduction                                   (8.2)
Other                                                            (2.6)
                                                          -------------
     OCC Staff recommended rate decrease                        (76.8)
Decrease current depreciation expense                            18.7
Storm cost recovery (2)                                           1.2
Recovery of deferred customer incentive costs (2)                  .5
Rate case expenses                                                (.2)
Income taxes                                                     22.2
                                                          -------------
Total earnings impact                                       $   (34.4)
                                                          =============


(1)  OCC Staff exhibits reflect this decrease as a denial of PSO's requested
depreciation icnrese.  However, since PSO has not recorded the depreciation 
increase on its books, this item is effectively a reduction in PSO's allowed
rate of return.

(2)  If the OCC Staff recommendation is accepted, a one-time after-tax write off
of the $6.4 million unamortized balance of these costs would be required.

<PAGE>




The OCC Staff  recommended  rate reduction  includes the effect of the OCC Staff
recommendation of a rate base decrease of $109 million for PSO from $997 million
to $888 million, as shown below.


       OCC STAFF'S RECOMMENDED RATE BASE REDUCTION
                        (millions)

PSO's current rate base                                    $   997.0
Construction work in progress                                  (21.1)
Recovery of Inola Plant costs                                  (27.6)
Capitalized marketing incentives                                (7.2)
Working capital (accounts receivable factoring)                (25.0)
Capitalized expenditures                                        (6.6)
Pension funding level                                           (7.8)
Other                                                          (13.7)
                                                          =============
    OCC Staff recommended rate base reduction              $   888.0
                                                          =============



Other  parties to PSO's rate  review  have  filed  testimony  with the OCC which
recommend rate decreases that are lower than the OCC Staff recommendation.

Rebuttal  testimony  is  scheduled  to be filed in  August  1997 and  settlement
conferences have been scheduled for September 1997. The OCC is expected to issue
a final order in late 1997.

Management cannot predict the ultimate outcome of PSO's rate case.  However,  if
PSO  ultimately  is  unsuccessful  in  reaffirming  adequate  rates,  PSO  could
experience a material adverse effect on its  consolidated  results of operations
and financial  condition,  and CSW could experience a material adverse effect on
its consolidated results of operations but not on its financial condition..

For background  information  regarding the PSO rate review, please see CSW's and
PSO's  combined  Form 10-K for the year ended  December  31,  1996 and CSW's and
PSO's combined Form 10-Q for the quarter ended March 31, 1997.


<PAGE>


SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                            CENTRAL AND SOUTH WEST CORPORATION

Date:  July 23, 1997


                                            By:   /s/  Lawrence B. Connors
                                                       Lawrence B. Connors
                                                       Controller




                                            PUBLIC SERVICE COMPANY OF OKLAHOMA

Date:  July 23, 1997

                                            By:   /s/  R. Russell Davis
                                                       R. Russell Davis
                                                       Controller






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