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File No. 70-8123
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 5 (POST-EFFECTIVE) TO
FORM U-1 APPLICATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
____________________________
SOUTHWESTERN ELECTRIC POWER COMPANY
428 Travis Street
Shreveport, Louisiana 71101
(Name of company filing this statement and address
of principal executive office)
____________________________
CENTRAL AND SOUTH WEST CORPORATION
(Name of top registered holding company parent)
____________________________
Shirley S. Briones
Treasurer
Southwestern Electric Power Company
428 Travis Street
Shreveport, Louisiana 71101
Stephen J. McDonnell
Treasurer
Central and South West Corporation
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75266
Joris M. Hogan, Esq.
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
(Names and addresses of agents for service)
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Southwestern Electric Power Company ("SWEPCO"), is a Delaware
corporation and 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"), hereby files this Amendment No. 5 (Post-Effective) to the
Form U-1 Application in File No. 70-8123 for the purpose of amending Item 6 in
the following respects. In all other respects the Application as previously
filed and amended will remain the same.
Item 6. Exhibits and Financial Statements.
Item 6 is hereby amended to file the following exhibit:
Exhibit 1 - Preliminary Opinion of Milbank, Tweed, Hadley & McCloy,
counsel to SWEPCO.
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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: December 22, 1994
SOUTHWESTERN ELECTRIC POWER COMPANY
By: /s/ SHIRLEY S. BRIONES
Shirley S. Briones
Treasurer
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INDEX OF EXHIBITS
EXHIBIT TRANSMISSION
NUMBER EXHIBIT METHOD
- ------- ------- ------------
1 Preliminary Opinion of Milbank, Tweed, Electronic
Hadley & McCloy, counsel to SWEPCO.
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EXHIBIT 1
---------
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
December 22, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Southwestern Electric Power Company
Form U-1 Application (File No. 70-8123)
Dear Sirs:
We refer to the Form U-1 Application, as amended (File No. 70-8123)
the "Application"), under the Public Utility Holding Company Act of 1935, as
amended (the "1935 Act"), filed by Southwestern Electric Power Company (the
"Company"), a Delaware corporation and a wholly-owned electric utility
subsidiary of Central and South West Corporation ("CSW"), a Delaware
corporation and a registered public utility holding company. The Application
relates to the Company's request for authority under the 1935 Act to provide
certain environmental laboratory services to non-affiliates through December
31, 1997 (collectively, the "Services"), 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 and, as such counsel, we are familiar with
the corporate proceedings taken and to be taken by the Company in connection
with the Services as described in 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 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
Company provides the Services in accordance with the Application, and subject
to the assumptions and conditions set forth below:
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1. All state laws applicable to the provision of the Services as
described in the Application will have been complied with.
2. The provision of the Services as described in the Application
will not violate the legal rights of the holders of any securities
issued by the Company or any associate company of the Company.
The opinions expressed above in respect of the provision of the
Services described in the Application are subject to the following assumptions
or conditions:
a. The provision of the Services 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 provision of
the Services.
c. The Services shall be provided in accordance with any
required approvals, authorizations, consents, certificates and
orders of any state commission or regulatory authority with respect
to the provision of the Services and all such required approvals,
authorizations, consents, certificates and orders shall have been
obtained and remain in effect.
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.
e. The consummation of the matters leading to provision of
the Services shall be conducted under our supervision and all legal
matters incident thereto shall be satisfactory to us, including the
receipt in satisfactory form of opinions of other counsel qualified
to practice in jurisdictions pertaining to the Services in which we
are not admitted to practice.
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
