UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Public Utility Holding Company Act of 1935
File No. 70-9055
Report For Period: January 1, 2000 to June 30, 2000
In the Matter of:
PUBLIC SERVICE COMPANY OF OKLAHOMA
CENTRAL AND SOUTH WEST CORPORATION
This report is filed under Rule 24 of the Public Utility Holding Company Act
of 1935 by Public Service Company of Oklahoma (PSO) a subsidiary of Central and
South West Corporation (CSW). Under HCAR 35-26735 dated June 27, 1997, it is
required that PSO file semi-annual reports providing the following information
with respect to the activities related to its investment in SCIENTECH, Inc.
(SCIENTECH): 1) a description of the types of services performed by SCIENTECH
during the period; 2) a description of any services provided to CSW or PSO or
any other CSW subsidiary by SCIENTECH during the period; 3) 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 4) a statement regarding the
purchase by PSO of any additional Option Shares of SCIENTECH. This report covers
the period January 1, 2000 to June 30, 2000.
Disposition of Interests
On April 27, 2000 the Shareholders of Scientech, Inc. agreed to a Plan of
Merger, dated as of April 16, 2000 among Scientech, Inc., Thoma Cressey Fund VI,
L.P., and Scientech LLC. Scientech LLC is a wholly-owned subsidiary of Thoma
Cressey and SAC, Inc. an Idaho company. As a result of the transaction, Public
Service Company of Oklahoma sold 100% of its Class A and Class B common stock
(representing 100% of PSO's ownership) in Scientech subject to the provisions of
the agreement. Under the terms of the transaction, PSO received a portion of the
proceeds in cash. The remaining amounts owed the shareholders, including PSO,
will be distributed over a two year period subject to the terms of an Escrow
Agreement. Finally, the merger did not include certain stock owned by Scientech
in Frontier Mining, Ltd. Scientech, Inc. had received stock in Frontier Mining
as a result of professional services (risk and reliability assessments and
support in the development of a radiation safety program) for mining operations
in Kazaghstan. These shares were distributed to the Class A and Class B
shareholders including PSO. PSO was issued 44,365 shares of an estimated
1,665,173 diluted outstanding shares (including warrants, options and debt
conversion rights).
1) Description of the types of services performed by SCIENTECH during the
period
SCIENTECH provided services, systems and instruments, which describe,
regulate, monitor and enhance the safety and reliability of plant
operations and their environmental impact. Nearly 40% of SCIENTECH's
utility services business involves analysis and evaluation of
operations, safety, and risk using proprietary technologies.
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 involves the design and installation of enhanced
physical security systems. Additionally, 10% of SCIENTECH's utility
services business involves the support services related to
environmental compliance and clean-up. Industry research, publication,
information management and other network services account for 15% of
SCIENTECH's utility business, the remaining 5% involves software sales,
including software to support power plant operations.
Under contracts with the U.S. Department of Energy relating to the
nuclear industry, SCIENTECH provides government agency services to the
U.S. Department of Defense and the Nuclear Regulatory Commission.
SCIENTECH's government agency services business principally involves
the design and installation of enhanced physical security systems and
work requiring skills in safety analysis and assessment, knowledge of
secure handling of nuclear materials, technical review, technical
policymaking and technical policy implementation.
Additionally, SCIENTECH applies some of its expertise to applications
outside of government and utility operations. SCIENTECH has sold
environmental services to mining operations, internet services to
non-utilities, and risk and reliability services to the industrial
sector.
2) Description of any services provided to CSW or PSO or any other CSW
subsidiary by SCIENTECH during the period
SCIENTECH provided risk and reliability database subscription services
to the South Texas Project (STP), a nuclear generating plant owned in
part by Central Power and Light Company, a subsidiary of CSW. In
addition, SCIENTECH has an agreement with STP to provide database
maintenance services.
3) Statement of any dividends or interest paid to PSO, both for the period
and cumulatively, as a result of its equity interests in SCIENTECH
No interest or dividends were paid to PSO during the period nor
cumulatively.
4) Statement regarding the purchase by PSO of any additional Option Shares
of SCIENTECH
PSO does not have any outstanding SCIENTECH options. There were no
purchases of additional Option Shares of SCIENTECH for the six-month
period ended June 30, 2000.
This will be the final Certificate of Notification filed in this matter.
S I G N A T U R E
As requested by order of this Commission pursuant to the Public Utility
Holding Company Act of 1935, Public Service Company of Oklahoma has duly caused
this report to be signed on its behalf on this 29th day of August, 2000.
Public Service Company of Oklahoma
/s/ A. A. Pena
A. A. Pena
Treasurer
