SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM U5S
ANNUAL REPORT
For the Year Ended December 31, 1995
Filed pursuant to the Public Utility Holding Company Act of 1935 by
CENTRAL AND SOUTH WEST CORPORATION
1616 Woodall Rodgers Freeway, Dallas, Texas 75202-1234
and
SOUTHWESTERN ELECTRIC POWER COMPANY
428 Travis Street, Shreveport, Louisiana 71156-0001
(Name and address of each registered holding company in the system)
<PAGE> 1
TABLE OF CONTENTS
Page
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31,
1995 2 - 13
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS 13
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM
SECURITIES 13
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES 14
ITEM 5. INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES 15 - 16
ITEM 6. OFFICERS AND DIRECTORS
Part I. Name, Principal business address and positions
held as of December 31, 1995 17 - 42
Part II. Financial connections as of December 31, 1995 43 - 44
Part III. Compensation and other related information 45
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS 46
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
Part I. Intercompany sales and service 47
Part II. Contracts to purchase services or goods between
any System company and any affiliate 47
Part III. Employment of any person by any System company
for the performance on a continuing basis of
management services 47 - 48
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES 49 - 51
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS
Index to Financial Statements 52 - 53
Report of Independent Public Accountants 54
Financial Statements 55 - 74
Exhibits 75 - 80
SIGNATURES 81 - 82
<PAGE> 2
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1995.
<TABLE>
<CAPTION>
Number of
Common % of Issuer Owner's
Shares Voting Book Book
Name of Company Owned Power Value(1) Value(1) Business Type
(thousands)(thousands)
<S> <C> <C> <C> <C> <C>
Central and South West
Corporation (CSW or the Holding Company
Corporation)
Central Power and Light 6,755,535 100 $1,437,332 $1,437,332 Electric Utility
Company (CPL)
Public Service Company of 9,013,000 100 487,511 487,511 Electric Utility
Oklahoma (PSO)
Ash Creek Mining Company 383,904 100 (5,992) (5,992) Coal Mining/
Reclamation
Southwestern Electric Power 7,536,640 100 682,994 682,994 Electric Utility
Company (SWEPCO)
The Arklahoma Corporation 160 32 357 114 Electric Transmission
* Southwest Arkansas 100 100 10 10 Inactive
Utilities Corporation
West Texas Utilities Company 5,488,560 100 265,220 265,220 Electric Utility
(WTU)
Transok, Inc. (TOK) 92,186 100 326,066 326,066 Natural Gas Pipeline
Tranpache (2) See(2) See(2) 17,980 8,990 Natural Gas Pipeline
Transok Acquisition Company See(3) See(3) See(3) See(3) Natural Gas Pipeline
(TAC) (3)
Transok Gas Company 1,000 100 21,411 21,411 Natural Gas Pipeline
Transok Gas Processing 1,000 100 90,866 90,866 Natural Gas Pipeline
Company
Transok Gas Gathering See(4) See(4) See(4) See(4) Natural Gas Pipeline
Company (4)
Hillsboro Gathering See(5) See(5) 0 0 Natural Gas Pipeline
System (5)
Laubhin Friesen See(6) See(6) 0 0 Natural Gas Pipeline
Gathering System (6)
Mistletoe Gathering See(7) See(7) 5,529 5,044 Natural Gas Pipeline
System (7)
* No activity or dormant.
</TABLE>
<PAGE> 3
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS. (continued)
<TABLE>
<CAPTION>
Number of
Common % of Issuer Owner's
Shares Voting Book Book
Name of Company Owned Power Value(1) Value(1) Business Type
(thousands)(thousands)
<S> <C> <C> <C> <C> <C>
Moody Gathering System (8) See(8) See(8) 0 0 Natural Gas Pipeline
Roger Mills Gas See(9) See(9) 3,962 3,761 Natural Gas Pipeline
Gathering System (9)
Southwest Gathering (10) See(10) See(10) 7,734 3,880 Natural Gas Pipeline
Southwest Joint Ventur See(11) See(11) 10,061 6,450 Natural Gas Pipeline
(11)
Warrel Gathering System See(12) See(12) 0 0 Natural Gas Pipeline
(12)
Transok Gas Transmission See(13) See(13) See(13) See(13) Natural Gas Pipeline
Company (13)
Transok Properties, Inc. (TPI) 1,000 100 507 507 Natural Gas Pipeline
Downtown Plaza II (14) See(14) See(14) 12,032 6,016 Real Estate Venture
Central and South West 10,000 100 100 100 Service Company
Services, Inc.(CSWS)
CSW Leasing, Inc. (CSWL) 800 80 20,239 16,191 Lease Transportation
Equipment
CSW Credit, Inc. (CREDIT) 234 100 43,603 43,603 Factoring Accounts
Receivable
CSW Communications, Inc. 1,000 100 (865) (865) Communication Services
(COMM) (15)
CSW Energy, Inc. (CSWE) 1,000 100 59,335 59,335 Independent Power
CSW Development-I, Inc. 1,000 100 97,955 97,955 Independent Power
(CSWD-I)
* ARK/CSW Development See (16) See (16) See (16) See (16) Terminated
Partnership (16)
* No activity or dormant.
</TABLE>
<PAGE> 4
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS. (continued)
<TABLE>
<CAPTION>
Number of
Common % of Issuer Owner's
Shares Voting Book Book
Name of Company Owned Power Value(1) Value(1) Business Type
(thousands)(thousands)
<S> <C> <C> <C> <C> <C>
Polk Power GP II, Inc. (17) 500 50 1 Nominal Independent Power
Polk Power GP, Inc. (18) 500 50 152 76 Independent Power
Orange Cogeneration GP II, 500 50 1 Nominal Independent Power
Inc. (19)
Orange Cogeneration GP, 500 50 48 24 Independent Power
Inc. (20)
CSW Mulberry II, Inc. (21) 1,000 100 23,988 23,988 Independent Power
CSW Mulberry, Inc. (22) 1,000 100 25,594 25,594 Independent Power
Polk Power Partners, L.P. See (23) See (23) 64,645 27,546 Independent Power
Noah I Power GP, Inc. (24) 1,000 100 (6) (6) Independent Power
Noah I Power Partners, L.P. See (25) See (25) 15,732 15,147 Independent Power
(25)
Brush Cogeneration See (26) See (26) 30,958 15,479 Independent Power
Partners (26)
CSW Orange II, Inc. (27) 1,000 100 53,151 53,151 Independent Power
CSW Orange, Inc. (28) 1,000 100 53,705 53,705 Independent Power
Orange Cogeneration, L.P. See (29) See (29) 108,039 54,010 Independent Power
(29)
Sacramento Power, Inc. (30) 500 50 7 3 Independent Power
CSW Development-II, Inc. 1,000 100 (3,900) (3,900) Independent Power
(CSWD-II)
* CSW/Enertran (31) See (31) See (31) See (31) See (31) Independent Power
CSW Fort Lupton, Inc. (CSWFL) 1,000 100 61,446 61,446 Independent Power
Thermo Cogeneration See (32) See (32) (8,944) (1,198) Independent Power
Partnership (32)
Newgulf Power Venture, Inc. 1,000 100 10,532 10,532 Independent Power
(NPV) (33)
CSW Sweeny GP I, Inc. 1,000 100 Nominal Nominal Independent Power
(CSGPI) (34)
CSW Sweeny GP II, Inc. (35) 1,000 100 Nominal Nominal Independent Power
* No activity or dormant.
</TABLE>
<PAGE> 5
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS. (continued)
<TABLE>
<CAPTION>
Number of
Common % of Issuer Owner's
Shares Voting Book Book
Name of Company Owned Power Value(1) Value(1) Business Type
(thousands) (thousands)
<S> <C> <C> <C> <C> <C>
CSW Sweeny LP I, Inc. 1,000 100 Nominal Nominal Independent Power
(CSLPI) (36)
CSW Sweeny LP II, Inc. (37) 1,000 100 Nominal Nominal Independent Power
Sweeny Cogeneration L. P. See (38) See (38) Nominal Nominal Independent Power
(38)
* CSW Development-3, Inc. See (39) See (39) See (39) See (39) Independent Power
(CSWD3) (39)
* CSW Northwest GP, Inc. (40) See (40) See (40) See (40) See (40) Independent Power
* CSW Northwest LP, Inc. (41) See (41) See (41) See (41) See (41) Independent Power
* Northwest Power See (42) See (42) See (42) See (42) Independent Power
Company L. L. C. (42)
CSW International, Inc. 1,000 100 (3,928) (3,928) International Activities
(CSWI) (43)
CSW International Two, Inc. 1,000 100 9,749 9,749 Investment Company
(CSWI2) (44)
CSW Investments (45) 527,500,001 100 744,607 744,607 Investment Company
CSW (UK) plc (46) 1 100 (5,940) (5,940) Holding Company
SEEBOARD plc (47) 187,700,000 76 860,361 657,746 Foreign Utility
* Appliance Protect 2 100 0 0 Dormant
Limited
* Direct Power Limited 2 100 0 0 Dormant
* Directricity Limited 2 100 0 0 Dormant
* Electricity (UK) Limited 2 100 0 0 Dormant
* Electricity 2000 Limited 2 100 0 0 Dormant
* Energy Express Limited 2 100 0 0 Dormant
* First Electricity 2 100 0 0 Dormant
Limited
* First Gas Limited 2 100 0 0 Dormant
* Gas 2000 Limited 2 100 0 0 Dormant
* No activity or dormant.
</TABLE>
<PAGE> 6
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS. (continued)
<TABLE>
<CAPTION>
Number of
Common % of Issuer Owner's
Shares Voting Book Book
Name of Company Owned Power Value(1) Value(1) Business Type
(thousands) (thousands)
<S> <C> <C> <C> <C> <C>
* Home Electricity Company 2 100 0 0 Dormant
Company Limited
* Home Energy Company 2 100 0 0 Dormant
Limited
* Home Gas Company Limited 2 100 0 0 Dormant
* Home Power Company Limited 2 100 0 0 Dormant
* Horizon Natural Gas 2 100 0 0 Dormant
Limited
* Light & Power (UK) Limited 2 100 0 0 Dormant
Longfield Insurance 500,000 100 926 926 Insurance
Company Limited
* Nene Electrical 100,000 100 0 0 Dormant
Installations Limited
* Nene Maintenance 50,000 100 0 0 Dormant
Services Limited
* Powercare Limited 2 100 0 0 Dormant
* Premier Electricity 2 100 0 0 Dormant
Limited
* Premier Utilities Limited 2 100 0 0 Dormant
Seeb Limited 10,000 100 18 18 Investment Company
* Seeboard 2 100 0 0 Dormant
(Consulting) Limited
* Seeboard 2 100 0 0 Dormant
(Distribution) Limited
Seeboard (Generation) 1,000 100 1 1 Holding Company
Limited
Medway Power Limited 3,750 38 0 0 Generation
Seeboard Insurance 6,842,000 100 10,602 10,602 Insurance
Company Limited
* Seeboard (Property 2 100 0 0 Dormant
Development) Limited
Seeboard Final Salary 2 100 0 0 Trustee Company
Pension Plan Trustee
Company Limited
* No activity or dormant.
</TABLE>
<PAGE> 6
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS. (continued)
<TABLE>
<CAPTION>
Number of
Common % of Issuer Owner's
Shares Voting Book Book
Name of Company Owned Power Value(1) Value(1) Business Type
(thousands)(thousands)
<S> <C> <C> <C> <C> <C>
Seeboard Final Salary 2 100 0 0 Trustee Company
Pension Plan Trustee
Company Limited
Seeboard International 255,000 51 216 110 Overseas Consultancy
Limited
* Seeboard Natural 2 100 0 0 Dormant
Gas Limited
* Torch Natural Gas Limited 2 50 0 0 Dormant
SEEBOARD Pension Investment 2 100 0 0 Trustee Company
Plan Trustee Company Limited
Seeboard Share Scheme 2 100 0 0 Trustee Company
Trustees Limited
Seepower Limited 10,000 100 18 18 Investment Company
* Selectricity Limited 2 100 0 0 Dormant
* South Eastern Electricity 2 100 0 0 Dormant
Board Limited
* South Eastern Electricity 2 100 0 0 Dormant
Limited
* South Eastern Services 2 100 0 0 Dormant
Limited
* South Eastern Utilities 2 100 0 0 Dormant
Limited
Southern Gas Limited 500,000 100 1,445 1,445 Gas Supply
* UK Electricity Limited 2 100 0 0 Dormant
* UK Light and Power Limited 2 100 0 0 Dormant
* CSW International Three, 1,000 100 0 0 Investment Company
Inc. (CSWI3) (48)
* CSW International, Inc. See (49) See (49) See (49) See (49) International Activities
(Cayman) (CSWIC) (49)
* CSW International See (50) See (50) See (50) See (50) International Activities
(U.K.), Inc. (CSWIUK) (50)
EnerShop Inc. (ENERSHOP) (51) See (51) See (51) See (51) See (51) Energy Serices
* No activity or dormant.
</TABLE>
<PAGE> 7
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS. (continued)
(1)Table reflects investment in common stock or other equity
securities only. At any time and from time to time, members of
the CSW System may also hold affiliate debt under the CSW System
money pool maintained to coordinate short-term borrowings, as
authorized by SEC Order. These loans are unsecured obligations at
rates approximating CSW's commercial paper borrowing costs. Money
pool balances are reflected as advances to or from affiliates,
which are included as cash and temporary cash investments and
short-term debt, respectively, on the balance sheets of System
companies.
(2)Tranpache is a partnership in which Transok and a non-affiliated
entity each are 50% general partners.
(3)Transok Acquisition Company merged into Transok, Inc. as of
December 21, 1995.
(4)Transok Gas Gathering Company merged into Transok, Inc. as of
December 21, 1995.
(5)Hillsboro Gathering System is a partnership in which Transok, Inc.
(formerly Transok Gas Gathering Company) previously owned 23.7%
and a non-affiliated entity previously owned 76.3%. During 1995,
Transok exchanged its interest in Hillsboro Gathering System for a
non-affiliated entity's interest in the Mistletoe Gathering System
and cash. Consequently, at December 31, 1995, Transok no longer
owned any interest in Hillsboro Gathering System.
(6)Laubhan-Friesen Joint Venture (commonly referred to as
Laubhan-Friesen Gathering System) is a partnership in which
Transok, Inc. (formerly Transok Gas Gathering Company)
previously owned 24.0% and non-affiliated entities previously
owned 76.0%. During 1995, Transok exchanged its interest in
Laubhan-Freisen Gathering System for a non-affiliated
entity's interest in the Mistletoe Gathering System and cash.
Consequently, at December 31, 1995, Transok no longer owned
any interest in Laubhan-Friesen Gathering System.
(7)Mistletoe Gathering System is a partnership in which Transok,
Inc. (formerly Transok Gas Gathering Company) previously
owned 55.0% and non-affiliated entities previously owned
45.0%. During 1995, Transok exchanged its interest in
Hillsboro Gathering System, Laubhan-Friesen Gathering System,
Moody Gathering System, and Warrell Gathering System for a
non-affiliated entity's interest in the Mistletoe Gathering
System and cash. Transok now owns 91.2 % and non-affiliated
entities own 8.8% in the Mistletoe Gathering System.
(8)Moody Gas Gathering System is a partnership in which Transok,
Inc. (formerly Transok Gas Gathering Company) previously
owned 32.2% and non-affiliated entities previously owned
67.8%. During 1995, Transok exchanged its interest in Moody
Gathering System for a non-affiliated entity's interest in
the Mistletoe Gathering System and cash. Consequently, at
December 31, 1995, Transok no longer owned any interest in
Moody Gathering System.
(9)Roger Mills Gas Gathering System is a partnership in which
Transok, Inc. (formerly Transok Gas Gathering Company) owns
94.9% and various non-affiliated entities own 5.1%.
(10)Southwest Gathering (commonly referred to as East Caddo
Gas Gathering System) is a partnership in which Transok, Inc.
(formerly Transok Gas Gathering Company) owns 50.2% and
various non-affiliated entities own 49.8%.
<PAGE> 9
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS. (continued)
(11)Southwest Joint Venture (commonly referred to as West
Caddo Gas Gathering System) is a partnership in which
Transok, Inc. (formerly Transok Gas Gathering Company) owns
64.1% and various non-affiliated entities own 35.9%.
(12)Warrel Gathering System is a partnership in which
Transok, Inc. (formerly Transok Gas Gathering Company)
previously owned 43.7% and non-affiliated entities previously
owned 56.3%. During 1995, Transok exchanged its interest in
Warrel Gathering System for a non-affiliated entity's
interest in the Mistletoe Gathering System and cash.
Consequently, at December 31, 1995, Transok no longer owned
any interest in Warrel Gathering System.
(13)Transok Gas Transmission Company merged into Transok, Inc.
as of December 21, 1995.
(14)Downtown Plaza II is a general partnership in which TPI
and a non-affiliated entity each are 50% general partners.
(15)CSW Communications, Inc., a Delaware corporation, was
organized on June 17, 1994, to develop and provide a communications
network for CSW and its subsidiaries, as well as for certain
non-affiliated third-parties.
(16)ARK/CSW Development Partnership was a Delaware general partnership
in which CSW Development-I, Inc. and a non-affiliate each were 50%
general partners prior to the termination of the partnership in
June 1995 and final liquidation in November 1995.
(17)Polk Power GP II, Inc., a Delaware corporation, was organized on
March 20, 1995 and holds 100% of the outstanding shares of Polk
Power GP, Inc. CSW Development-I, Inc. holds 50% of the
outstanding shares of Polk Power GP II, Inc.
(18)Polk Power GP, Inc., a Delaware corporation,
was organized on September 18, 1991 and holds a 1% general
partnership interest in Polk Power Partners, L. P. Polk Power GP
II, Inc. holds 100% of the outstanding shares of Polk Power GP,
Inc.
(19)Orange Cogeneration GP II, Inc., a Delaware
corporation, was organized on March 16, 1995 and holds 100% of the
outstanding shares of Orange Cogeneration GP, Inc. CSW
Development-I, Inc. holds 50% of the outstanding shares of Orange
Cogeneration GP II, Inc.
(20)Orange Cogeneration GP, Inc., a Delaware corporation, was
organized on February 5, 1993 and holds a 1% general partnership
interest in Orange Cogeneration, L. P. Orange Cogeneration GP
II, Inc., holds 100% of the outstanding shares of Orange
Cogeneration GP, Inc.
(21)CSW Mulberry II, Inc., a Delaware corporation, was organized on
March 21, 1995 and holds 100% of the outstanding shares of CSW
Mulberry, Inc. CSW Development-I, Inc. holds 100% of the
outstanding shares of CSW Mulberry II, Inc.
<PAGE> 10
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS. (continued)
(22)CSW Mulberry, Inc., a Delaware corporation, was organized
on February 3, 1994 and holds a 45.75% limited partnership
interest in Polk Power Partners, L. P. CSW Mulberry
II, Inc. holds 100% of the outstanding shares of CSW Mulberry,
Inc.
(23)Polk Power Partners, L. P., a Delaware limited partnership,
was organized on February 20, 1992 to own and operate the
Mulberry cogeneration project. CSW Mulberry, Inc. holds a
45.75% limited partnership interest and Polk Power GP,
Inc. holds a 1% general partnership interest in Polk Power
Partners, L. P. Under the Limited Partnership Agreement for Polk
Power Partners, L. P., Polk Power GP, Inc. generally has the power
and authority to manage the affairs of Polk Power Partners, L. P.
and CSW Mulberry, Inc. has such rights and powers as are customary
for a limited partner, including but not limited to the right (in
proportion to its interest) to consent to major transactions.
(24)Noah I Power GP, Inc., a Delaware corporation, was organized on
May 14, 1991 and holds a 1% general partner interest in Noah I
Power Partners, L. P. CSW Development-I, Inc. holds 100% of the
outstanding shares of Noah I Power GP, Inc.
(25)Noah I Power Partners, L. P., a Delaware limited partnership,
was organized on May 16, 1991 to own and/or operate
cogeneration projects or interests therein. CSW
Development-I, Inc. holds a 94.5% limited partnership interest and
Noah I Power GP, Inc. holds a 1% general partnership interest in
Noah I Power Partners, L. P. Under the Limited Partnership
Agreement for Noah I Power Partners, L. P., Noah I Power GP, Inc.
generally has the power and authority to manage the affairs of
Noah I Power Partners, L. P., and CSW Development-I, Inc. has such
rights and powers as are customary for a limited partner,
including but not limited to the right (in proportion to its
interest) to consent to certain major transactions.
(26)Brush Cogeneration Partners, is a Delaware general partnership
organized on November 1, 1991. Noah I Power Partners, L. P.
holds a 50% general partnership interest in Brush
Cogeneration Partners. Brush Cogeneration Partners was formed to
invest in certain cogeneration projects, including the Brush II
project authorized by SEC order Rel. No. 35-25399. Brush
Cogeneration Partners is managed by management committee, with
Noah I Power Partners, L. P., having the power and authority to
manage the affairs of Brush Cogeneration Partners.
(27)CSW Orange II, Inc., a Delaware corporation, was organized on
March 16, 1995 and holds 100% of the outstanding shares of CSW
Orange, Inc. CSW Development-I, Inc. holds 100% of the
outstanding shares of CSW Orange II, Inc.
(28)CSW Orange, Inc., a Delaware corporation, was
organized on April 21, 1993 to be a limited partner in Orange
Cogeneration, L. P. CSW Orange, Inc. holds a 49.5% limited
partnership interest in Orange Cogeneration, L. P. CSW Orange
II, Inc. holds 100% of the outstanding shares of CSW Orange, Inc.
<PAGE> 11
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS. (continued)
(29)Orange Cogeneration, L. P., a Delaware limited partnership,
was organized on February 5, 1993 to own and operate the
Orange Cogeneration project. CSW Orange, Inc. holds a
49.5% limited partnership interest and Orange Cogeneration GP,
Inc. holds a 1% general partnership interest in Orange
Cogeneration, L. P. Under the Limited Partnership Agreement for
Orange Cogeneration, L. P. Orange Cogeneration GP, Inc. generally
has the power and authority to manage the affairs of Orange
Cogeneration, L. P. and CSW Orange, Inc. has such rights and
powers as are customary for a limited partner, including but not
limited to the right (in proportion to its interest) to consent to
major transactions.
(30)Sacramento Power, Inc., a Delaware corporation, was organized
on June 12, 1991. In November 1995, CSW Development-I, Inc.
purchased 500 shares of Sacramento Power, Inc., thus acquiring a
50% interest.
(31)CSW/Enertran was a Delaware general partnership in which CSW
Development-II, Inc. was an 87.5% general partner prior to the
termination of the partnership in February 1995.
(32)Thermo Cogeneration Partnership, a Delaware limited partnership,
was organized April 7, 1993 to own and operate the
Ft. Lupton cogeneration project. CSW Ft. Lupton, Inc. holds a 49%
limited partnership interest and a 1% general partnership
interest.
(33)Newgulf Power Venture, Inc., a Delaware corporation, was
organized on October 13, 1994 to own the Texas Gulf project.
Newgulf Power Venture, Inc. holds 100% of the Texas Gulf
project.
(34)CSW Sweeny GP I, Inc., a Delaware corporation, was
organized on September 6, 1995 to hold all interest in CSW
Sweeny GP II, Inc. CSW Energy, Inc. holds 100% of the
outstanding shares of CSW Sweeny GP I, Inc.
(35)CSW Sweeny GP II, Inc., a Delaware corporation, was
organized on September 6, 1995 and holds a 20% general
partnership interest in Sweeny Cogeneration L. P. CSW
Sweeny GP I, Inc. holds 100% of the outstanding shares of CSW
Sweeny GP II, Inc.
(36)CSW Sweeny LP I, Inc., a Delaware corporation, was
organized on September 6, 1995 and holds 100% of the
outstanding stock of CSW Sweeny LP II, Inc. CSW Energy,
Inc. holds 100% of the outstanding shares of CSW Sweeny LP I,
Inc.
(37)CSW Sweeny LP II, Inc., a Delaware corporation, was
organized on September 6, 1995 and holds a 80% limited
partnership interest in Sweeny Cogeneration L. P. CSW Sweeny
LP I, Inc. holds 100% of the outstanding shares of CSW Sweeny
LP II, Inc.
(38)Sweeny Cogeneration L. P., a Delaware limited
partnership, was organized on September 15, 1995 to own and
construct the Sweeny project. CSW Sweeny LP II, Inc. holds
an 80% limited partnership interest and CSW Sweeny GP II,
Inc. holds a 20% general partnership interest in Sweeny
Cogeneration L. P.
(39)CSW Development-3, Inc., a Delaware corporation, was
organized on October 25, 1995. There were no assets or
activity for CSW Development-3, Inc., during 1995. On
December 15, 1995, CSW Development-3, Inc. was granted EWG
status.
<PAGE> 12
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS. (continued)
(40)CSW Northwest GP, Inc., a Delaware corporation, was
organized on June 29, 1995. There were no assets or activity
for CSW Northwest GP, Inc. in 1995. On October 3, 1995, CSW
Northwest GP, Inc. was granted EWG status.
(41)CSW Northwest LP, Inc., a Delaware corporation, was
organized on June 29, 1995. There were no assets or activity
for CSW Northwest LP, Inc. in 1995. On October 3, 1995, CSW
Northwest LP, Inc. was granted EWG status.
(42)Northwest Power Company L. L. C., a Washington limited
liability company, was formed on October 26, 1995 to own and/or
operate eligible facilities. . CSW Development-3, Inc. holds a 50%
interest in Northwest Power Company L. L. C. On December 15,
1995, Northwest Power Company L. L. C., was granted EWG status.
(43)CSW International, Inc., a Delaware corporation, was organized
on November 9, 1994. CSW International, Inc., was organized to
pursue power generation, transmission, and distribution projects
outside of the United States. Central and South West, Inc. holds
100% of the outstanding shares of CSW International, Inc.
(44)CSW International Two, Inc., a Delaware corporation, was
incorporated on November 3, 1995, and holds a 99.9% interest in
CSW Investments with the remaining 0.1% interest being held by CSW
International Three, Inc. CSW International, Inc. holds 100% of
the outstanding shares of CSW International Two, Inc.
(45)CSW Investments, a private unlimited company having share
capital, was formed on November 3, 1995, and holds 100% of CSW
(UK) plc. CSW Investments, a UK organized entity, was formed to
carry on business as a holding and investment company. CSW
International Two, Inc. holds a 99.9% interest and CSW
International Three, Inc. holds a .1% interest in CSW Investments.
(46)CSW (UK) plc, a public company limited by shares, was
incorporated on November 2, 1995 with the Company's registered
office situated in England and Wales. CSW (UK) plc owns 100% of
SEEBOARD, a UK utility company. CSW Investments holds 100% of the
shares of CSW (UK) plc.
(47)SEEBOARD plc, which is registered in Crawley, West Sussex,
England, is a public company limited by shares and came into
existence as a result of the restructuring and subsequent
privatization of the United Kingdom electricity industry in 1990.
SEEBOARD plc's primary regulated businesses are the distribution
and supply of electricity within its southeast England service
area. SEEBOARD plc is also involved in other activities,
including gas supply, electricity generation, electrical
contracting and retailing. As of December 31, 1995 CSW (UK) plc
owned, or had offer acceptances for 76.45% of the share capital of
SEEBOARD plc.
(48)CSW International Three, Inc., a Delaware corporation, was
formed on November 3, 1995, and holds a .1% ownership interest in
CSW Investments. CSW International, Inc. holds 100% of the
outstanding shares of CSW International Three, Inc.
(49)CSW International, Inc. (Cayman) was incorporated on July 7,
1995 to participate in a bid for controlling interest in ESCELSA,
a Brazilian entity. There was no activity for this company in
1995.
<PAGE> 13
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS. (continued)
(50)CSW International (U.K.), Inc., a Delaware corporation, was
formed on September 14, 1995. There was no activity for this
company in 1995.
(51)EnerShop Inc., a Delaware corporation, was formed on September
11, 1995, to provide energy services to customers throughout the
Southwest United States. Central and South West, Inc. holds 100%
of the outstanding shares of EnerShop Inc.
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS.
During 1995, there were no acquisitions or sales of utility assets
which were not reported in a certificate filed pursuant to Rule 24.
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM
SECURITIES.
During 1995 there were no System securities issued, sold, pledged,
guaranteed or assumed by any System company, which were not reported
in a certificate filed pursuant to Rule 24.
<PAGE> 14
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM
SECURITIES.
The following System securities were acquired, redeemed or
retired by System companies during 1995.
Extinguished (E) Commission
or Held for Authorization
Name of Issuer and Consideration Further or
Title of Issue (thousands) Disposition (D) Exemption
CPL
First Mortgage Bonds
Series Z, 9-3/8%, due 2019 $149,132 E Rule 42
Series U, 9-3/4%, due 2015 $32,718 E Rule 42
Pollution Control
Revenue Bonds
Series 1974, 7-1/8%, due 2004 $275 E Rule 42
Series 1984, 10-1/8%, due 2014 $70,936 E Rule 42
Series 1974A , 7-1/8%, due 2004 $7,425 E Rule 42
Series 1977, 6%, due 2007 $33,465 E Rule 42
Series 1974, 7-1/8%, due 2004 $1,000 E Rule 42
Series 1977A , 6%, due 2007 $770 E Rule 42
Note Payable
6-1/2%, due 1995 $217 E Rule 42
SWEPCO
First Mortgage Bonds
Series 1976A, 6.2%, due 2006 $142 E Rule 42
Preferred Stock
6.95% $1,199 E Rule 42
WTU
First Mortgage Bonds
Series O, 9-1/4%, due 2019 $59,082 E Rule 42
<PAGE> 15
ITEM 5. INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES.
(1). Aggregate number of investments in persons operating in the retail service
areas.
Carrying
General Description of Type Aggregate Value
of "Persons Included Number (thousands)
CPL Corpus Christi Industrial
Park McAllen Trade Zone 15 $22
PSO Economic and Industrial 34 $5,276
Total $5,298
(2). For securities not included in (1) above, provide the following:
Securities held by PSO:
<TABLE>
<CAPTION>
% of
Description of Number Voting Owners
Name of Issuer Security of Shares Power Book Value Nature of Issuer's Business
<S> <C> <C> <C> <C> <C>
The RIKA Comp anies
RIKA Manageme Membership 50% 4% $0
Company, L.L.C. Units The RIKA Companies are
engaged in the development
Universal Power Membership 48% 4% $450,000 and commercialization of
Products Company, Units computer automation
L.L.C. technology for the electric
power industry.
Automated Substation Membership 71% 4% $750,000
Development Company, Units
L.L.C.
RC Training, L.L.C. Membership 48% 4% $0
Units
</TABLE>
<PAGE> 16
ITEM 5. INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES. (continued)
(2). For securities not included in (1) above, provide the following:
Securities held by PSO:
<TABLE>
<CAPTION>
% of
Description of Number Voting Owners
Name of Issuer Security of Shares Power Book Value Nature of Issuer's Business
<S> <C> <C> <C> <C> <C>
Excel Energy Preferred, 3,882 NA $119,060
Technologies, Series A, Excel Energy Technologies is
Inc. convertible to engaged in research,
voting common development and installation
of proprietary, micro-processor
Preferred , 61,336 NA $1,881,175 based energy control
Series B, technology.
convertible to
nonvoting
common
Class A, voting, 4,334 3.0% $625
common stock
Warrants for 5,760 NA $0
Class B,
nonvoting
common stock
</TABLE>
<PAGE> 17
ITEM 6. OFFICERS AND DIRECTORS - PART I.
The positions of officers and directors of all System companies
as of December 31, 1995 were as follows.
NAME AND ADDRESS POSITION
CENTRAL AND SOUTH WEST CORPORATION
Glenn Biggs San Antonio, TX D
Molly Shi Boren Norman, OK D
E. R. Brooks Dallas, TX D,CM,P&CEO
Donald M. Carlton Austin, TX D
Thomas H. Cruikshank Dallas, TX D
Lawrence E. DeSimone Dallas, TX VP
Joe H. Foy Kerrville, TX D
Frederic L. Frawley Dallas, TX S
Thomas M. Hagan (1) Dallas, TX VP
Wendy G. Hargus Dallas, TX C
Robert W. Lawless Lubbock, TX D
Harry D. Mattison (2) Dallas, TX D&EVP
Venita McCellon-Allen (3) Dallas, TX VP
Stephen J. McDonnell Dallas, TX T
Ferd. C. Meyer, Jr. Dallas, TX SVP&GC
James L. Powell Fort McKavett, TX D
Kenneth C. Raney Dallas, TX VP&AGC
Glenn D. Rosilier Dallas, TX SVP&CFO
Thomas V. Shockley III Dallas, TX D&EVP
Michael D. Smith (4) Dallas, TX VP
J. Stuart Solomon Dallas, TX AS
J. C. Templeton Houston, TX D
Lloyd D. Ward Dallas, TX D
(1) Mr. Hagan was named Senior Vice President in April 1996.
(2) Mr. Mattison retired from CSW's board of directors effective
April 18,1996 and all other positions held effective April 30,1996.
(3) Ms. McCellon-Allen was named Senior Vice President in April 1996.
(4) Mr. Smith was named president of SWEPCO effective May 1, 1996.
Note: Mr. Glenn Files was named Executive Vice President in April 1996.
Mr. T. J. Ellis was elected to CSW's board of directors in 1996.
<PAGE> 18
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
CENTRAL POWER AND LIGHT COMPANY
John F. Brimberry Victoria, TX D
Shirley S. Briones Tulsa, OK T
E. R. Brooks Dallas, TX D
Robert R. Carey (1) Corpus Christi, TX D,P&CEO
Alice G. Crisp Corpus Christ, TX AS
R. Russell Davis Tulsa, OK C
Ruben M. Garcia Laredo, TX D
Nancy C. Johnson Corpus Christi, TX AS
David L. Hooper Corpus Christi, TX D&VP
Harry D. Mattison (2) Dallas, TX D
Robert A. McAllen Weslaco, TX D
Pete Morales, Jr. Devine, TX D
S. Loyd Neal, Jr. Corpus Christi, TX D
H. Lee Richards Harlingen, TX D
Melanie J. Richardson Corpus Christi, TX D&VP
J. Gonzalo Sandoval Corpus Christi, TX D&VP
David P. Sartin Corpus Christi, TX S
Gerald E. Vaughn Corpus Christi, TX D
(1) Mr. Carey retired from all positions held at CPL effective
April 30, 1996.
(2) Mr. Mattison retired from CPL's board of directors effective
April 11, 1996.
Note: Mr. Glenn Files, Executive Vice President of CSW,
assumed an executive advisory role relative to CPL effective
April 30, 1996.
Mr. Bruce Evans was named President of CPL effective May 1,
1996.
<PAGE> 19
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
PUBLIC SERVICE COMPANY OF OKLAHOMA
Shirley S. Briones Tulsa, OK T
E. R. Brooks Dallas, TX D
Harry A. Clarke Afton, OK D
R. Russell Davis Tulsa, OK C
Lina P. Holm Tulsa, OK AS
Paul K. Lackey, Jr. Tulsa, OK D
Paula Marshall-Chapman Tulsa, OK D
Harry D. Mattison (1) Dallas, TX D
William R. McKamey Tulsa, OK D&VP
Mary M. Polfer Tulsa, OK D&VP
Betsy J. Powers Tulsa, OK S
M. Louis Satterfield- Tulsa, OK AS
Winsworth
Robert B. Taylor, Jr., Okmulgee, OK D
D.D.S.
Robert L. Zemanek (2) Tulsa, OK D,P&CEO
Waldo J. Zerger, Jr. Tulsa, OK D&VP
(1) Mr. Mattison retired from PSO's board of directors effective
April 16, 1996.
(2) Mr. Zemanek was named President of a new CSW transmission
and distribution organization effective May 1, 1996.
Note: Mr. Pete Churchwell was named President of PSO effective May 1, 1996.
ASH CREEK MINING COMPANY
Sandra S. Bennett Tulsa, OK CMPT
Kit Hill Tulsa, OK S&T
Lina P. Holm Tulsa, OK AS&AT
Masoud Keyan Dallas, TX VP&COO
William R. McKamey Tulsa, OK D
Mary M. Polfer Tulsa, OK D
E. Michael Williams Tulsa, OK P&D
Robert L. Zemanek Tulsa, OK D,CM&CEO
Waldo J. Zerger, Jr. Tulsa, OK D
<PAGE> 20
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
SOUTHWESTERN ELECTRIC POWER COMPANY
Richard H. Bremer (1) Shreveport, LA D,P&CEO
Shirley S. Briones Tulsa, OK T
E. R. Brooks Dallas, TX D
Judith W. Culver Shreveport, LA AS
R. Russell Davis Tulsa, OK C
James E. Davison Ruston, LA D
Al P. Eason, Jr. (2) Fayetteville, AR D
W. J. Googe, Jr. Shreveport, LA D&VP
Dr. Fredrick E. Joyce Texarkana, TX D
Marilyn S. Kirkland Shreveport, LA S
Michael H. Madison Shreveport, LA D&VP
Harry D. Mattison (3) Dallas, TX D
Marvin R. McGregor Shreveport, LA D&VP
William C. Peatross Shreveport, LA D
(1) Mr. Bremer was named President of a new CSW marketing
services organization effective May 1, 1996.
(2) Mr. Eason retired from SWEPCO's board of directors effective
April 10, 1996.
(3) Mr. Mattison retired from SWEPCO's board of directors
effective April 10, 1996.
Note: Ms. Maxine P. Sarpy was elected to SWEPCO's board of
directors effective January 1, 1996.
Mr. Michael D. Smith was named President of SWEPCO effective
May 1, 1996.
THE ARKLAHOMA CORPORATION
John W. Harbour, Jr. Oklahoma City, OK D&P
T. J. Wright New Orleans, LA D&VP
D. J. Rich Oklahoma City, OK D,S&T
SOUTHWEST ARKANSAS UTILITIES COMPANY
Charles E. Clinehens, Jr. Fayetteville, AR D,S&T
Thomas H. DeWeese Fayetteville, AR D&P
Elizabeth D. Stephens Texarkana, TX D&VP
<PAGE> 21
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
WEST TEXAS UTILITIES COMPANY
Richard F. Bacon Abilene, TX D
C. Harwell Barber Abilene, TX D
Shirley S. Briones Tulsa, OK T
E. R. Brooks Dallas, TX D
Paul J. Brower Abilene, TX D&VP
T. D. Churchwell (1) Abilene, TX D&EVP
R. Russell Davis Tulsa, OK C
Glenn Files (2) Abilene, TX D,P&CEO
D. Joe Lambright Abilene, TX AS
Harry D. Mattison (3) Dallas, TX D
Tommy Morris Abilene, TX D
Martha Murray Abilene, TX S
Dian G. Owen Abilene, TX D
James M. Parker Abilene, TX D
Dennis M. Sharkey Abilene, TX D&VP
F. L. Stephens San Angelo, TX D
(1) Mr. Churchwell was named President of PSO effective May 1, 1996.
(2) Mr. Files was named Executive Vice President of CSW in April 1996.
(3) Mr. Mattison retired from WTU's board of directors effective
March 26, 1996.
Note: Mr. Ted Steans was elected to WTU's board of directors in
April, 1996.
Mr. Floyd Nickerson was named President of WTU effective May 1, 1996.
<PAGE> 22
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
TRANSOK, INC.
Deborah B. Barnes Tulsa, OK AS
Merle L. Borchelt Dallas, TX D
E. R. Brooks Dallas, TX D
A. Dean Fuller Tulsa, OK D,P&CEO
Kenton W. Fulton Tulsa, OK AS
H. Earl Glimp Tulsa, OK VP
B. J. Harris Tulsa, OK D
Melody Jones Tulsa, OK AT
Harry D. Mattison (1) Dallas, TX D
James N. McGrew Tulsa, OK C
Michael D. Palmer Tulsa, OK AS
Glenn Powell Tulsa, OK VP
Thomas V. Shockley III Dallas, TX D
O. T. Stewart Tulsa, OK VP&T
Richard Zieren Tulsa, OK VP,S&GC
(1) Mr. Mattison retired from TRANSOK's board of directors in 1996.
TRANSOK GAS COMPANY
Deborah B. Barnes Tulsa, OK AS
Kenton W. Fulton Tulsa, OK AS
A. Dean Fuller Tulsa, OK D&P
H. Earl Glimp Tulsa, OK D&VP
James N. McGrew Tulsa, OK C
Michael D. Palmer Tulsa, OK AS
Glenn Powell Tulsa, OK D&VP
O. T. Stewart Tulsa, OK D&VP
Richard Zieren Tulsa, OK S
<PAGE> 23
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
TRANSOK GAS PROCESSING COMPANY
Deborah B. Barnes Tulsa, OK AS
Kenton W. Fulton Tulsa, OK AS
A. Dean Fuller Tulsa, OK D&P
H. Earl Glimp Tulsa, OK D&VP
James N. McGrew Tulsa, OK C
Michael D. Palmer Tulsa, OK AS
Glenn Powell Tulsa, OK D&VP
O. T. Stewart Tulsa, OK D&VP
Richard Zieren Tulsa, OK S
TRANSOK PROPERTIES, INC.
Deborah B. Barnes Tulsa, OK AS
Kenton W. Fulton Tulsa, OK AS
A. Dean Fuller Tulsa, OK D&P
H. Earl Glimp Tulsa, OK D&VP
James N. McGrew Tulsa, OK C
Michael D. Palmer Tulsa, OK AS
Glenn Powell Tulsa, OK D&VP
Richard Zieren Tulsa, OK S
<PAGE> 24
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
CENTRAL AND SOUTH WEST SERVICES, INC.
Sandra S. Bennett Tulsa, OK AC
Richard H. Bremer Shreveport, LA D
Shirley S. Briones Tulsa, OK T
E. R. Brooks Dallas, TX D&CH
Robert R. Carey (1) Corpus Christi, TX D
Lawrence B. Connors Dallas, TX VP
R. Russell Davis Tulsa, OK C
Terry D. Dennis Dallas, TX D
Leslie E. Dillahunty Dallas, TX VP
M. Bruce Evans (2) Dallas, TX D&P
Glenn Files Abilene, TX D
Frederic L. Frawley Dallas, TX S
A. Dean Fuller Tulsa, OK D
Preston Kissman Dallas, TX VP
Harry D. Mattison (3) Dallas, TX D&CEO
Cathy G. Means Dallas, TX VP
Ferd. C. Meyer, Jr. Dallas, TX SVP
Glenn D. Rosilier Dallas, TX D&SVP
John Saenz Tulsa, OK VP
Donald A. Shahan Tulsa, OK VP
Thomas V. Shockley III Dallas, TX D
J. Stuart Solomon Dallas, TX AS
Gerald E. Vaughn Corpus Christi, TX VP
Richard P. Verret (4) Dallas, TX D&P
Dale E. Ward Dallas, TX VP
E. Michael Williams Dallas, TX VP
Robert L. Zemanek Tulsa, OK D
(1) Mr. Carey retired from Central and South West Services, Inc.
Board of Directors in 1996.
(2) M. Bruce Evans, who was President of Central and South West
Services, Inc.--Operation Services was named President of CPL
effective May 1, 1996.
(3) Mr. Mattison retired from all positions held at Central and
South West Services, Inc. in 1996.
(4) Richard P. Verret is President of Central and South West
Services, Inc.--Production Services.
<PAGE> 25
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
CSW LEASING, INC.
E. R. Brooks Dallas, TX D&CH
Kenneth I. Brown New York, NY SVP
Elmo Chin New York, NY AC
Ira Finkelson New York, NY AS
Frederic L. Frawley Dallas, TX S
C. Jeffrey Knittle New York, NY SVP
Wendy G. Hargus Dallas, TX C
Harry D. Mattison (1) Dallas, TX VP
Stephen J. McDonnell Dallas, TX T
Ferd. C. Meyer, Jr. Dallas, TX D&VP
Glenn D. Rosilier Dallas, TX D&P
Leo Sheer New York, NY AS
Thomas V. Shockley III Dallas, TX D&VP
Jean B. Stein New York, NY SVP
Nikita Zdanow New York, NY D
(1) Mr. Mattison retired from CSW Leasing's board of directors in 1996.
CSW CREDIT, INC.
E. R. Brooks Dallas, TX D&CH
Frederic L. Frawley Dallas, TX S
Wendy G. Hargus Dallas, TX C
Harry D. Mattison (1) Dallas, TX D
Stephen J. McDonnell Dallas, TX VP
Ferd. C. Meyer, Jr. Dallas, TX D
Glenn D. Rosilier Dallas, TX D&P
Thomas V. Shockley III Dallas, TX D
Stephen D. Wise Dallas, TX VP
(1) Mr. Mattison retired from CSW Credit's board of directors in 1996.
CSW COMMUNICATIONS, INC.
Shirley S. Briones Tulsa, OK T
E. R. Brooks Dallas, TX D
Lawrence E. DeSimone Dallas, TX D&P
Frederic L. Frawley Dallas, TX S
Harry D. Mattison (1) Dallas, TX D
Ferd. C. Meyer, Jr. Dallas, TX D
Glenn D. Rosilier Dallas, TX D
Thomas V. Shockley III Dallas, TX D
(1) Mr. Mattison retired from CSW Communications' board of
directors in 1996.
<PAGE> 26
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
CSW ENERGY, INC.
Lee D. Atkins Dallas, TX VP
Shirley S. Briones Tulsa, OK T
E. R. Brooks Dallas, TX D&CM
Terry D. Dennis Dallas, TX D,P&CEO
Frederic L. Frawley Dallas, TX S
Paul E. Graf Dallas, TX VP
Harry D. Mattison (1) Dallas, TX D&VP
Ferd. C. Meyer, Jr. Dallas, TX D,VP&GC
Michael T. Moran Dallas, TX VP
Floyd W. Nickerson (2) Dallas, TX VP
Eddie D. Peebles Dallas, TX C
Glenn D. Rosilier Dallas, TX D&VP
Thomas V. Shockley III Dallas, TX D&VCM
(1) Mr. Mattison retired from CSW Energy's board of directors in 1996.
(2) Mr. Nickerson was named President of WTU effective May 1, 1996.
CSW DEVELOPMENT-I, INC.
Lee D. Atkins Dallas, TX VP
E. R. Brooks Dallas, TX D&CM
Terry D. Dennis Dallas, TX D,P&CEO
Frederic L. Frawley Dallas, TX S
Paul E. Graf Dallas, TX VP
Harry D. Mattison (1) Dallas, TX D&VP
Stephen J. McDonnell Dallas, TX T
Ferd. C. Meyer, Jr. Dallas, TX D,VP&GC
Michael T. Moran Dallas, TX VP
Glenn D. Rosilier Dallas, TX D&VP
Thomas V. Shockley III Dallas, TX D&VCM
Michael D. Smith Dallas, TX C
(1) Mr. Mattison retired from CSW Development-I's board of
directors in 1996.
POLK POWER GP II, INC.
Lee D. Atkins Dallas, TX D
J. S. Brown Houston, TX CFO
W. S. Garrett Houston, TX D&CEO
D. G. Gray Houston, TX D
Michael T. Moran Dallas, TX D&P
J. D. Nielson Houston, TX AS
Philip T. Schnorbach Dallas, TX S
A. Wade Smith Lakeland, FL GM
<PAGE> 27
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
POLK POWER GP, INC.
Lee D. Atkins Dallas, TX D
J. S. Brown Houston, TX CFO
W. S. Garrett Houston, TX D&CEO
D. G. Gray Houston, TX D
Michael T. Moran Dallas, TX D&P
J. D. Nielson Houston, TX AS
Philip T. Schnorbach Dallas, TX S
A. Wade Smith Lakeland, FL GM
ORANGE COGENERATION GP II, INC.
Lee D. Atkins Dallas, TX D
J. S. Brown Houston, TX CFO
W. S. Garrett Houston, TX D&P
D. G. Gray Houston, TX D
Michael T. Moran Dallas, TX CEO
J. D. Nielson Houston, TX S
B. S. Samuelson Dallas, TX D
Philip T. Schnorbach Dallas, TX AS
A. Wade Smith Lakeland, FL GM
ORANGE COGENERATION GP, INC.
Lee D. Atkins Dallas, TX D
J. S. Brown Houston, TX CFO
W. S. Garrett Houston, TX D&P
D. G. Gray Houston, TX D
Michael T. Moran Dallas, TX CEO
J. D. Nielson Houston, TX S
B. S. Samuelson Dallas, TX D
Philip T. Schnorbach Dallas, TX AS
A. Wade Smith Lakeland, FL GM
<PAGE> 28
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
CSW MULBERRY II, INC.
Lee D. Atkins Dallas, TX VP&T
E. R. Brooks Dallas, TX D&CM
Terry D. Dennis Dallas, TX D&P
Frederic L. Frawley Dallas, TX S
Paul E. Graf Dallas, TX VP
Harry D. Mattison (1) Dallas, TX D
Ferd. C. Meyer, Jr. Dallas, TX D
Michael T. Moran Dallas, TX VP
Glenn D. Rosilier Dallas, TX D
Thomas V. Shockley III Dallas, TX D
(1) Mr. Mattison retired from CSW Mulberry II's board of
directors in 1996.
CSW MULBERRY, INC.
Lee D. Atkins Dallas, TX VP&T
E. R. Brooks Dallas, TX D&CM
Terry D. Dennis Dallas, TX D&P
Frederic L. Frawley Dallas, TX S
Paul E. Graf Dallas, TX VP
Harry D. Mattison (1) Dallas, TX D
Ferd. C. Meyer, Jr. Dallas, TX D
Michael T. Moran Dallas, TX VP
Glenn D. Rosilier Dallas, TX D
Thomas V. Shockley III Dallas, TX D
(1) Mr. Mattison retired from CSW Mulberry's board of directors in 1996.
NOAH I POWER GP, INC.
Lee D. Atkins Dallas, TX D,VP&S
Terry D. Dennis Dallas, TX D&P
<PAGE> 29
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
CSW ORANGE II, INC.
E. R. Brooks Dallas, TX D,CM
Terry D. Dennis Dallas, TX D&P
Frederic L. Frawley Dallas, TX S
Harry D. Mattison (1) Dallas, TX D
Shirley S. Briones Tulsa, OK T
Ferd. C. Meyer, Jr. Dallas, TX D
Glenn D. Rosilier Dallas, TX D
Thomas V. Shockley III Dallas, TX D
(1) Mr. Mattison retired from CSW Orange II's board of directors in 1996.
CSW ORANGE, INC.
E. R. Brooks Dallas, TX D
Terry D. Dennis Dallas, TX D&P
Frederic L. Frawley Dallas, TX S
Harry D. Mattison (1) Dallas, TX D
Stephen J. McDonnell Dallas, TX T
Ferd. C. Meyer, Jr. Dallas, TX D
Glenn D. Rosilier Dallas, TX D
Thomas V. Shockley III Dallas, TX D
(1) Mr. Mattison retired from CSW Orange's board of directors in 1996.
SACRAMENTO POWER, INC.
Lee D. Atkins Dallas, TX D,VP&S
Arnold Klann Laguna Hills, CA D&P
Michael T. Moran Dallas, TX VP
Davis G. Reese Laguna Hills, CA AS
Jack D. Strube Laguna Hills, CA CFO&T
<PAGE> 30
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
CSW DEVELOPMENT-II, INC.
Lee D. Atkins Dallas, TX VP
Shirley S. Briones Tulsa, OK T
E. R. Brooks Dallas, TX D&CM
Terry D. Dennis Dallas, TX D,P&CEO
Frederic L. Frawley Dallas, TX S
Paul E. Graf Dallas, TX VP
Harry D. Mattison (1) Dallas, TX D&VP
Ferd. C. Meyer, Jr. Dallas, TX D,VP&GC
Michael T. Moran Dallas, TX VP
Eddie D. Peebles Dallas, TX C
Glenn D. Rosilier Dallas, TX D&VP
Thomas V. Shockley III Dallas, TX D&VCM
(1) Mr. Mattison retired from CSW Development-II's board of
directors in 1996.
CSW FORT LUPTON, INC.
E. R. Brooks Dallas, TX D&CM
Terry D. Dennis Dallas, TX D&P
Frederic L. Frawley Dallas, TX S
Harry D. Mattison (1) Dallas, TX D&VP
Stephen J. McDonnell Dallas, TX T
Ferd. C. Meyer, Jr. Dallas, TX D,VP&GC
Glenn D. Rosilier Dallas, TX D&VP
Thomas V. Shockley III Dallas, TX D&VCM
(1) Mr. Mattison retired from CSW Fort Lupton's board of
directors in 1996.
NEWGULF POWER VENTURE, INC.
Lee D. Atkins Dallas, TX S&T
E. R. Brooks Dallas, TX D&CM
Terry D. Dennis Dallas, TX D&P
Harry D. Mattison (1) Dallas, TX D
Ferd. C. Meyer, Jr. Dallas, TX D
Michael T. Moran Dallas, TX VP
Glenn D. Rosilier Dallas, TX D
Thomas V. Shockley III Dallas, TX D
(1) Mr. Mattison retired from Newgulf Power Venture's board of
directors in 1996.
<PAGE> 31
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
CSW SWEENY GP I, INC.
Lee D. Atkins Dallas, TX VP&T
E. R. Brooks Dallas, TX D&CM
Terry D. Dennis Dallas, TX D&P
Frederic L. Frawley Dallas, TX S
Paul E. Graf Dallas, TX VP
Harry D. Mattison (1) Dallas, TX D
Ferd. C. Meyer, Jr. Dallas, TX D
Michael T. Moran Dallas, TX VP
Glenn D. Rosilier Dallas, TX D
Thomas V. Shockley III Dallas, TX D
(1) Mr. Mattison retired from CSW Sweeny GP I's board of
directors in 1996.
CSW SWEENY GP II, INC.
Lee D. Atkins Dallas, TX VP&T
E. R. Brooks Dallas, TX D&CM
Terry D. Dennis Dallas, TX D&P
Frederic L. Frawley Dallas, TX S
Paul E. Graf Dallas, TX VP
Harry D. Mattison (1) Dallas, TX D
Ferd. C. Meyer, Jr. Dallas, TX D
Michael T. Moran Dallas, TX VP
Glenn D. Rosilier Dallas, TX D
Thomas V. Shockley III Dallas, TX D
(1) Mr. Mattison retired from CSW Sweeny GP II's board of
directors in 1996.
CSW SWEENY LP I, INC.
Lee D. Atkins Dallas, TX VP&T
E. R. Brooks Dallas, TX D&CM
Terry D. Dennis Dallas, TX D&P
Frederic L. Frawley Dallas, TX S
Paul E. Graf Dallas, TX VP
Harry D. Mattison (1) Dallas, TX D
Ferd. C. Meyer, Jr. Dallas, TX D
Michael T. Moran Dallas, TX VP
Glenn D. Rosilier Dallas, TX D
Thomas V. Shockley III Dallas, TX D
(1) Mr. Mattison retired from CSW Sweeny LP I's board of
directors in 1996.
<PAGE> 32
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
CSW SWEENY LP II, INC.
Lee D. Atkins Dallas, TX VP&T
E. R. Brooks Dallas, TX D&CM
Terry D. Dennis Dallas, TX D&P
Frederic L. Frawley Dallas, TX S
Paul E. Graf Dallas, TX VP
Harry D. Mattison (1) Dallas, TX D
Ferd. C. Meyer, Jr. Dallas, TX D
Michael T. Moran Dallas, TX VP
Glenn D. Rosilier Dallas, TX D
Thomas V. Shockley III Dallas, TX D
(1) Mr. Mattison retired from CSW Sweeny LP II's board of
directors in 1996.
CSW DEVELOPMENT-3, INC.
Lee D. Atkins Dallas, TX D&VP
Shirley S. Briones Tulsa, OK T
Terry D. Dennis Dallas, TX D,P&CEO
Frederic L. Frawley Dallas, TX S
Paul E. Graf Dallas, TX D&VP
Michael T. Moran Dallas, TX D&VP
Thomas V. Shockley III Dallas, TX D&CM
CSW NORTHWEST GP, INC.
Lee D. Atkins Dallas, TX S&T
E. R. Brooks Dallas, TX D&CM
Terry D. Dennis Dallas, TX D,P&CEO
Paul E. Graf Dallas, TX VP
Harry D. Mattison (1) Dallas, TX D
Ferd. C. Meyer, Jr. Dallas, TX D
Michael T. Moran Dallas, TX VP
Glenn D. Rosilier Dallas, TX D
Thomas V. Shockley III Dallas, TX D
(1) Mr. Mattison retired from CSW Northwest GP's board of
directors in 1996.
<PAGE> 33
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
CSW NORTHWEST LP, INC.
Lee D. Atkins Dallas, TX S&T
E. R. Brooks Dallas, TX D&CM
Terry D. Dennis Dallas, TX D,P&CEO
Paul E. Graf Dallas, TX VP
Harry D. Mattison (1) Dallas, TX D
Ferd. C. Meyer, Jr. Dallas, TX D
Michael T. Moran Dallas, TX VP
Glenn D. Rosilier Dallas, TX D
Thomas V. Shockley III Dallas, TX D
(1) Mr. Mattison retired from CSW Northwest LP's board of
directors in 1996.
CSW INTERNATIONAL, INC.
Lee D. Atkins Dallas, TX VP
Shirley S. Briones Tulsa, OK T
E. R. Brooks Dallas, TX D&CM
Terry D. Dennis Dallas, TX D,P&CEO
Frederic L. Frawley Dallas, TX S
Paul E. Graf Dallas, TX VP
Harry D. Mattison (1) Dallas, TX D&VP
Ferd. C. Meyer, Jr. Dallas, TX D,VP&GC
Michael T. Moran Dallas, TX VP
Floyd W. Nickerson Dallas, TX VP
Eddie D. Peebles Dallas, TX C
Glenn D. Rosilier Dallas, TX D&VP
Thomas V. Shockley III Dallas, TX D&VCM
Michael D. Smith Dallas, TX VP
(1) Mr. Mattison retired from CSW International's board of
directors in 1996.
CSW INTERNATIONAL TWO, INC.
Lee D. Atkins Dallas, TX VP
Shirley S. Briones Tulsa, OK T
E. R. Brooks Dallas, TX CM
Terry D. Dennis Dallas, TX P&CEO
Frederic L. Frawley Dallas, TX S
Paul E. Graf Dallas, TX VP
Harry D. Mattison (1) Dallas, TX VP
Stephen J. McDonnell Dallas, TX AT
Ferd. C. Meyer, Jr. Dallas, TX VP&GC
Michael T. Moran Dallas, TX VP
Eddie D. Peebles Dallas, TX C
Glenn D. Rosilier Dallas, TX VP
Thomas V. Shockley III Dallas, TX D&VCM
(1) Mr. Mattison retired from CSW International Two's board of
directors in 1996.
<PAGE> 34
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
CSW INVESTMENTS
Thomas V. Shockley III Dallas, TX D&CM
Michael D. Smith Dallas, TX D&S
CSW (UK) PLC
Thomas V. Shockley III Dallas, TX D&CM
Michael D. Smith Dallas, TX D&S
SEEBOARD PLC
R. H. C. Aldred (1) Crawley, West NED
Sussex, UK
D. P. Cassidy (1) Crawley, West NED
Sussex, UK
R. A. Cox (1) Crawley, West NED
Sussex, UK
R. A. Danes Hove, East DCS
Sussex, UK
P. H. Dean (1) Crawley, West NED
Sussex, UK
T. J. Ellis (1) Crawley, West CEO
Sussex, UK
S. Gutteridge Crawley, West D
Sussex, UK
S. A. King Crawley, West C
Sussex, UK
M.A. Nagle Crawley, West S
Sussex, UK
R. A. Page Crawley, West CFM
Sussex, UK
M. J. Pavia Crawley, West D
Sussex, UK
A. R. Smith Crawley, West D
Sussex, UK
Sir Keith Stuart (1) Crawley, West C
Sussex, UK
C. M. Thompson (1) Crawley, West NED
Sussex, UK
J. A. Walmsley (1) Crawley, West NED
Sussex, UK
J. Weight Crawley, West D
Sussex, UK
Note: On January 10, 1996, T. J. Ellis was appointed Chairman
and Chief Executive of SEEBOARD plc.
Sir Keith Stuart and all of the Non Executive Directors
("NED") resigned.
APPLIANCE PROTECT LIMITED
M. A. Nagle Crawley, West D
Sussex, UK
S. G. Tormey Crawley, West D&S
Sussex, UK
DIRECT POWER LIMITED
M. A. Nagle Crawley, West D
Sussex, UK
S. G. Tormey Crawley, West D&S
Sussex, UK
DIRECTRICITY LIMITED
M. A. Nagle Crawley, West D
Sussex, UK
S. G. Tormey Crawley, West D&S
Sussex, UK
<PAGE> 35
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
ELECTRICITY (UK) LIMITED
M. A. Nagle Crawley, West D
Sussex, UK
S. G. Tormey Crawley, West D&S
Sussex, UK
ELECTRICITY 2000 LIMITED
M. A. Nagle Crawley, West D
Sussex, UK
S. G. Tormey Crawley, West D&S
Sussex, UK
ENERGY EXPRESS LIMITED
M. A. Nagle Crawley, West D
Sussex, UK
S. G. Tormey Crawley, West D&S
Sussex, UK
FIRST ELECTRICITY LIMITED
M. A. Nagle Crawley, West D
Sussex, UK
S. G. Tormey Crawley, West D&S
Sussex, UK
FIRST GAS LIMITED
M. A. Nagle Crawley, West D
Sussex, UK
S. G. Tormey Crawley, West D&S
Sussex, UK
GAS 2000 LIMITED
M. A. Nagle Crawley, West D
Sussex, UK
S. G. Tormey Crawley, West D&S
Sussex, UK
HOME ELECTRICITY COMPANY LIMITED
M. A. Nagle Crawley, West D
Sussex, UK
S. G. Tormey Crawley, West D&S
Sussex, UK
HOME ENERGY COMPANY LIMITED
M. A. Nagle Crawley, West D
Sussex, UK
S. G. Tormey Crawley, West D&S
Sussex, UK
<PAGE> 36
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
HOME GAS COMPANY LIMITED
M. A. Nagle Crawley, West D
Sussex, UK
S. G. Tormey Crawley, West D&S
Sussex, UK
HOME POWER COMPANY LIMITED
M. A. Nagle Crawley, West D
Sussex, UK
S. G. Tormey Crawley, West D&S
Sussex, UK
HORIZON NATURAL GAS LIMITED
M. A. Nagle Crawley, West D
Sussex, UK
S. G. Tormey Crawley, West D&S
Sussex, UK
LIGHT & POWER (UK) LIMITED
M. A. Nagle Crawley, West DCS
Sussex, UK
S. G. Tormey Crawley, West D&S
Sussex, UK
LONGFIELD INSURANCE COMPANY LIMITED
H. C. Arnold Douglas, Isle of D
Man, UK
M. A. G. Linck Douglas, Isle of CM
Man, UK
A. Mackean Douglas, Isle of S
Man, UK
M. A. Nagle Crawley, West D
Sussex, UK
M. J. Pavia Crawley, West D
Sussex, UK
G. Stuart Douglas, Isle of D
Man, UK
NENE ELECTRICAL INSTALLATIONS LIMITED
P. S. Hofman Crawley, West D
Sussex, UK
M. A. Nagle Crawley, West S
Sussex, UK
J. Weight Crawley, West D
Sussex, UK
NENE MAINTENANCE SERVICES LIMITED
M. A. Nagle Crawley, West D
Sussex, UK
S. G. Tormey Crawley, West D&S
Sussex, UK
POWERCARE LIMITED
M. A. Nagle Crawley, West D
Sussex, UK
S. G. Tormey Crawley, West D&S
Sussex, UK
<PAGE> 37
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
PREMIER ELECTRICITY LIMITED
M. A. Nagle Crawley, West D
Sussex, UK
S. G. Tormey Crawley, West D&S
Sussex, UK
PREMIER UTILITIES LIMITED
M. A. Nagle Crawley, West D
Sussex, UK
S. G. Tormey Crawley, West D&S
Sussex, UK
SEEB LIMITED
M. A. Nagle Crawley, West D
Sussex, UK
S. G. Tormey Crawley, West D&S
Sussex, UK
SEEBOARD (CONSULTING) LIMITED
M. A. Nagle Crawley, West D
Sussex, UK
S. G. Tormey Crawley, West D&S
Sussex, UK
SEEBOARD (DISTRIBUTION) LIMITED
M. A. Nagle Crawley, West D
Sussex, UK
S. G. Tormey Crawley, West D&S
Sussex, UK
SEEBOARD (GENERATION) LIMITED
C. J. Daniels Hove, East D
Sussex, UK
T. J. Ellis Crawley, West CM
Sussex, UK
M. A. Nagle Crawley, West S
Sussex, UK
R. A. Page Crawley, West D
Sussex, UK
J. B. Robson Crawley, West D
Sussex, UK
MEDWAY POWER LIMITED
C. J. Daniels Hove, East D
Sussex, UK
M. Fitzpatrick Rochester, Kent, UK D
J. Hart Rochester, Kent, UK D
I. Marchant Rochester, Kent, UK D
S. Mathews Rochester, Kent, UK D
R. A. Page Crawley, West D
Sussex, UK
R. C. Sansom Crawley, West D
Sussex, UK
P. Stinson Rochester, Kent, UK D
S. Vassileou Rochester, Kent, UK S
<PAGE> 38
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
SEEBOARD INSURANCE COMPANY LIMITED
H. C. Arnold Douglas, Isle of D
Man, UK
M. A. G. Linck Douglas, Isle of CM
Man, UK
A. Mackean Douglas, Isle of S
Man, UK
M. A. Nagle Crawley, West D
Sussex, UK
M. J. Pavia Crawley, West D
Sussex, UK
G. Stuart Douglas, Isle of D
Man, UK
SEEBOARD (PROPERTY DEVELOPMENT) LIMITED
M. A. Nagle Crawley, West D
Sussex, UK
S. G. Tormey Crawley, West D&S
Sussex, UK
SEEBOARD FINAL SALARY PENSION PLAN TRUSTEE COMPANY LIMITED
M. J. Pavia Crawley, West D
Sussex, UK
A. R. Smith Crawley, West CM
Sussex, UK
A. M. Watts Crawley, West DCS
Sussex, UK
SEEBOARD INTERNATIONAL LIMITED
J. Croxford Crawley, West D
Sussex, UK
A. J. K. Goodwin Crawley, West D
Sussex, UK
R. A. Hayden Dublin, Republic D
of Ireland
P. S. Hofman Crawley, West D
Sussex, UK
M. A. Nagle Crawley, West S
Sussex, UK
C. O'Duinn Dublin, Republic D
of Ireland
J. Weight Crawley, West CM
Sussex, UK
SEEBOARD NATURAL GAS LIMITED
T. J. Ellis Crawley, West D
Sussex, UK
S. Gutteridge Crawley, West D
Sussex, UK
M. A. Nagle Crawley, West S
Sussex, UK
M. J. Pavia Crawley, West D
Sussex, UK
TORCH NATURAL GAS LIMITED
M. J. Ambrose London, UK D
K. R. Davis London, UK D
S. Gutteridge Crawley, West D
Sussex, UK
M. A. Nagle Crawley, West S
Sussex, UK
M. J. Pavia Crawley, West D
Sussex, UK
<PAGE> 39
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
SEEBOARD PENSION INVESTMENT PLAN TRUSTEE COMPANY LIMITED
M. J. Pavia Crawley, West D
Sussex, UK
A. R. Smith Crawley, West CM
Sussex, UK
A. M. Watts Crawley, West DCS
Sussex, UK
SEEBOARD SHARE SCHEME TRUSTEES LIMITED
R. Baker Crawley, West S
Sussex, UK
M. A. Nagle Crawley, West D
Sussex, UK
M. J. Pavia Crawley, West D
Sussex, UK
SEEPOWER LIMITED
M. A. Nagle Crawley, West D
Sussex, UK
S. G. Tormey Crawley, West D&S
Sussex, UK
SELECTRICITY LIMITED
M. A. Nagle Crawley, West D
Sussex, UK
S. G. Tormey Crawley, West D&S
Sussex, UK
SOUTH EASTERN ELECTRICITY BOARD LIMITED
M. A. Nagle Crawley, West D
Sussex, UK
S. G. Tormey Crawley, West D&S
Sussex, UK
SOUTH EASTERN ELECTRICITY LIMITED
M. A. Nagle Crawley, West D
Sussex, UK
S. G. Tormey Crawley, West D&S
Sussex, UK
SOUTH EASTERN SERVICES LIMITED
M. A. Nagle Crawley, West D
Sussex, UK
S. G. Tormey Crawley, West D&S
Sussex, UK
SOUTH EASTERN UTILITIES LIMITED
M. A. Nagle Crawley, West D
Sussex, UK
S. G. Tormey Crawley, West D&S
Sussex, UK
<PAGE> 40
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
SOUTHERN GAS LIMITED
J. Democratis Croydon, London, UK D
M. Fowler Crawley, West D
Sussex, UK
S. Gutteridge Crawley, West D
Sussex, UK
M. A. Nagle Crawley, West S
Sussex, UK
UK ELECTRICITY LIMITED
M. A. Nagle Crawley, West D
Sussex, UK
S. G. Tormey Crawley, West D&S
Sussex, UK
UK LIGHT AND POWER LIMITED
M. A. Nagle Crawley, West D
Sussex, UK
S. G. Tormey Crawley, West D&S
Sussex, UK
CSW INTERNATIONAL THREE, INC.
Lee D. Atkins Dallas, TX VP
Shirley S. Briones Tulsa, OK T
E. R. Brooks Dallas, TX CM
Terry D. Dennis Dallas, TX P&CEO
Frederic L. Frawley Dallas, TX S
Paul E. Graf Dallas, TX VP
Harry D. Mattison (1) Dallas, TX VP
Stephen J. McDonnell Dallas, TX AT
Ferd. C. Meyer, Jr. Dallas, TX VP&GC
Michael T. Moran Dallas, TX VP
Eddie D. Peebles Dallas, TX C
Glenn D. Rosilier Dallas, TX VP
Thomas V. Shockley III Dallas, TX D&VCM
(1) Mr. Mattison retired as an officer of CSW International
Three in 1996.
<PAGE> 41
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
CSW INTERNATIONAL, INC. (CAYMAN)
Lee D. Atkins Dallas, TX VP
Shirley S. Briones Tulsa, OK T
E. R. Brooks Dallas, TX D&CM
Terry D. Dennis Dallas, TX D,P&CEO
Frederic L. Frawley Dallas, TX S
Paul E. Graf Dallas, TX VP
Harry D. Mattison (1) Dallas, TX D&VP
Ferd. C. Meyer, Jr. Dallas, TX D,VP&GC
Michael T. Moran Dallas, TX VP
Eddie D. Peebles Dallas, TX C
Glenn D. Rosilier Dallas, TX D&VP
Thomas V. Shockley III Dallas, TX D&VCM
(1) Mr. Mattison retired from all positions held at CSW
International (Cayman) in 1996.
CSW INTERNATIONAL (U.K.), INC.
Lee D. Atkins Dallas, TX VP
Shirley S. Briones Tulsa, OK T
E. R. Brooks Dallas, TX D&CM
Terry D. Dennis Dallas, TX D,P&CEO
Frederic L. Frawley Dallas, TX S
Paul E. Graf Dallas, TX VP
Harry D. Mattison (1) Dallas, TX D&VP
Ferd. C. Meyer, Jr. Dallas, TX D,VP&GC
Michael T. Moran Dallas, TX VP
Eddie D. Peebles Dallas, TX C
Glenn D. Rosilier Dallas, TX D&VP
Thomas V. Shockley III Dallas, TX D&VCM
(1) Mr. Mattison retired from all positions held at CSW
International (U.K.) in 1996.
ENERSHOP INC.
Shirley S. Briones Tulsa, OK T
E. R. Brooks Dallas, TX D
Lawrence E. DeSimone Dallas, TX D&P
Frederic L. Frawley Dallas, TX S
Harry D. Mattison (1) Dallas, TX D
Ferd. C. Meyer, Jr. Dallas, TX D
Glenn D. Rosilier Dallas, TX D
Thomas V. Shockley III Dallas, TX D
(1) Mr. Mattison retired from Enershop's board of directors in 1996.
<PAGE> 42
ITEM 6. OFFICERS AND DIRECTORS - PART I. (continued)
NAME AND ADDRESS POSITION
NOTE: Other System companies are entities not having officers and directors.
Positions are indicated above by the following symbols:
AC - Assistant Controller
AGC - Assistant General Counsel
AS - Assistant Secretary
AT - Assistant Treasurer
C - Controller
CEO - Chief Executive Officer
CFM - Corporate Finance Manager
CFO - Chief Financial Officer
CM - Chairman
CMPT - Comptroller
COO - Chief Operating Officer
D - Director
DCS - Director, Customer Services
EVP - Executive Vice President
GC - General Council
GM - General Manager
NED - Non Executive Directors
P - President
S - Secretary
SVP - Senior Vice President
T - Treasurer
VP - Vice President
VCM - Vice Chairman
<PAGE> 43
ITEM 6. OFFICERS AND DIRECTORS - Part II.
Financial Connections - The following is a list, as of December 31,
1995, of all officers and directors of each System company who have
financial connections within the provisions of Section 17(c) of the
Public Utility Holding Company Act of 1935.
Name of Position
Officer Held in Applicable
or Director Name and Location of Financial Financial Exemption
Institution Institution Rules
(1) (2) (3) (4)
CENTRAL AND SOUTH WEST CORPORATION
Robert W. Salomon Brothers Fund, New Director Rule 70 (b)
Lawless York, NY
Salomon Brothers Capital Fund, Director Rule 70 (b)
New York, NY
Salomon Brothers Investors Director Rule 70 (b)
Fund, New York, NY
James L. Southwest Bancorp of Sanderson, Director Rule 70 (a)
Powell Sanderson, TX
First National Bank, Mertzon, Advisory Rule 70 (a)
TX Director
CENTRAL POWER AND LIGHT COMPANY
Robert R. Corpus Christi Nations Bank, Director Rule 70 (c)
Carey Corpus Christi, TX and (f)
Pete Morales, The Bank of Texas, Devine, TX Director Rule 70 (c)
Jr.
<PAGE> 44
ITEM 6. OFFICERS AND DIRECTORS - Part II. (continued)
Name of Position
Officer Held in Applicable
or Director Name and Location of Financial Financial Exemption
Institution Institution Rules
(1) (2) (3) (4)
PUBLIC SERVICE OF OKLAHOMA
Paul K. Bank IV - Tulsa, Tulsa, OK Advisory Rule 70 (c)
Lackey, Jr. Director
SOUTHWESTERN ELECTRIC POWER COMPANY
Richard H. Commercial National Bank, Director Rule 70 (c)
Bremer Shreveport, LA and (f)
Deposit Guaranty Corporation, Director Rule 70 (d)
Jackson, MS and (f)
Dr. Frederick State First National Bank, Director Rule 70 (c)
E. Joyce Texarkana, AR
State First Financial Director Rule 70 (c)
Corporation, Texarkana, AR
First Commercial Corporation, Director Rule 70 (c)
Little Rock, AR
William C. Commercial National Bank, Director Rule 70 (c)
Peatross Shreveport, LA
WEST TEXAS UTILITIES COMPANY
Glenn Files First National Bank of Abilene, Director Rule 70 (c)
Abilene, TX and (f)
Dian G. Owen First Financial Bankshares, Director Rule 70 (c)
Inc., Abilene, TX
First National Bank of Abilene, Director Rule 70 (c)
Abilene, TX
James M. First Financial Bankshares, Director Rule 70 (c)
Parker Inc., Abilene, TX;
First National Bank of Abilene, Director Rule 70 (c)
Abilene, TX
F. L. Norwest Texas, Lubbock, TX Director Rule 70 (c)
Stephens
<PAGE> 45
ITEM 6. OFFICERS AND DIRECTORS - Part III.
(a) and (b) Directors' and Executive Officers' Compensation and
Security Interests.
Information concerning compensation and interests in system
securities is set forth on Exhibit F-1 to this Form U5S and is
incorporated herein by reference.
(c) Directors' and Executive Officers' Contracts and Transactions
with System Companies.
The Corporation has retained Glenn Biggs under a Memorandum of
Agreement to pursue special business development activities in Mexico
on behalf of the Corporation. This agreement, which provides for a
monthly fee of $10,000, lasts through December 31, 1996, and may be
extended by mutual agreement between Mr. Biggs and the Corporation.
(d) Indebtedness of Directors or Executive Officers to System
Companies.
None.
(e) Directors' and Executive Officers' Participation in Bonus and
Profit-Sharing Arrangements and Other Benefits.
See Exhibit F-1 for a description of the participation of directors
and executive officers of System companies in bonus and profit-sharing
arrangements and other benefits.
(f) Directors' and Executive Officers' rights to Indemnity.
The state laws under which each of the companies is incorporated
provide broadly for indemnification of directors and officers against
claims and liabilities against them in their capacities as such. Each
of the companies' charters or by-laws also provides for
indemnification of directors and officers. In addition, directors and
executive officers of Central and South West Corporation and all
subsidiary companies are insured under directors' and officers'
liability policies issued to Central and South West Corporation by
Federal Insurance Company, Warren, New Jersey; Associated Electric &
Gas Insurance Services, Ltd. Hamilton, Bermuda; Energy Insurance
Mutual, Ltd.,Tampa, Florida; A.C.E. Insurance Company, Ltd., Hamilton,
Bermuda; Starr Excess Liability Insurance Company, Ltd., Hamilton,
Bermuda: and X. L. Insurance Company, Ltd., Hamilton, Bermuda. All
policies are for the period April 27, 1995 to April 27, 1996. The
Corporation has entered into a standard form of indemnity agreement
with each of its directors and officers.
<PAGE> 46
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS.
(1) CSW and several of its subsidiaries have established political
action committees and have incurred, in accordance with the
provisions of the Federal Election Campaign Act, certain costs for
the administration of such committees.
(2) Expenditures, disbursements, or payments, in money, goods or
services, directly or indirectly to or for the account of any
citizens group, or public relations counsel were as follows for
1995:
<TABLE>
<CAPTION>
Name of
Company Name of Recipient of Beneficiary Purpose Account Charged Amount
<S> <C> <C> <C> <C>
CPL Less than $10,000- 41 Beneficiaries Area Development Income Deduction $54,875
Less than $10,000- 59 Beneficiaries Area Development Admin. and General $30,258
PSO Less than $10,000- 4 Beneficiaries Area Development Income Deduction, $4,700
Distribution,
Customer Service, A&G
Exp.
Less than $10,000- 56 Beneficiaries Civic Activities Income Deduction, $54,435
Distribution,
Customer Service, A&G
Exp.
Metropolitan Tulsa Chamber of Civic Activity, Customer Service, A&G $155,375
Commerce Area Development Exp.
Energy Awareness
Activity
Lawton Chamber of Commerce Civic Activity, Income Deduction, $14,772
Area Development Distribution,
Customer Service, A&G
Exp.
Oklahoma State Chamber of Commerce Civic Activity Customer Service, A&G $50,377
Exp.
SWEPCO Less than $10,000 - 19 Beneficiaries Civic Activity Income Deductions, $28,626
A&G Exp.
WTU Less than $10,000 - 44 Beneficiaries Area Development Income Deductions, $35,608
Distribution,
Customer Service,
Admin, and General
TRANSOK Less than $10,000 - 106 Beneficiaries Civic Activity Income Deduction $75,827
American Red Cross Civic Activity Income Deduction $14,270
</TABLE>
<PAGE> 47
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS.
Part I. Except those specifically excluded per reporting
instructions, there were no contracts for services,
including engineering or construction services, or goods
supplied or sold by a System company to another System
company for 1995.
The electric subsidiary companies and Transok have contracts with
CSW Credit, Inc. for the sale of accounts receivable which were
in effect at year-end 1995.
Serving Receiving Date of
Company Company Compensation Contracts
CPL CREDIT $10,761,251 1/02/91
PSO CREDIT 7,365,929 1/02/91
SWEPCO CREDIT 6,883,147 1/02/91
WTU CREDIT 2,894,319 1/02/91
TRANSOK CREDIT 4,906,086 1/02/91
$32,810,732
Part II. The System companies had no contracts to purchase
services or goods during 1995 from any affiliate (other
than a System company) or from a company, in which any
officer or director of the receiving company is a partner
or owns 5 percent or more of any class of equity
securities, except as reported in Item 6.
Part III. The following System companies employ those listed
below for the performance on a continuing basis of
management, supervisory or financial advisory services.
System companies participating in an insurance trust, administered
by M. Wilson and Associates, Inc., under the direction of eight
Trustees, and the net amounts paid for services and for
protection against property and casualty losses for 1995 were as
follows:
Central Power and Light Company $8,945,896
Public Service Company of Oklahoma 7,648,031
Southwestern Electric Power Company 6,063,024
West Texas Utilities Company 3,043,630
Transok, Inc. 507,895
Central and South West Services, Inc. 67,954
$26,276,430
<PAGE> 48
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS. (continued)
As of December 31, 1995, Trustees of the Trust Fund were:
Trustee Position Company
Mary M. Polfer Vice President, Public Service Company of Oklahoma
Administration
Melanie J. Vice President, Central Power and Light Company
Richardson Administration
William N. Treasurer & Kentucky Utilities Company
English Assistant Secretary
Lawrence B. Vice President, Central and South West Services, Inc.
Connors Administration-
Operation Services
W. J. Googe, Vice President, Southwestern Electric Power Company
Jr. Administration
Stephen E. Risk Manager, West Texas Utilities
Joiner Risk Management
Department
James N. Controller Transok, Inc.
McGrew
Harold E. Manager, Risk Wisconsin Power & Light Company
Gustrowsky Management
Department
<PAGE> 49
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES.
Part I - Foreign Utility Company
(a) Company, Location, Business Address
SEEBOARD plc
Forest Gate, Brighton Road
Crawley, West Sussex RH11 9BH
As of April 25, 1996, CSW (UK), an indirect wholly owned
subsidiary of CSW, had acquired through a tender offer or
had received valid acceptances for all of the outstanding
share capital of SEEBOARD, a regional electricity company in
the United Kingdom, for an aggregate adjusted purchase price
of approximately $2.12 billion.
SEEBOARD is one of the 12 regional electricity companies
which came into existence as a result of the restructuring
and subsequent privatization of the United Kingdom
electricity industry in 1990. SEEBOARD's primary regulated
businesses are the distribution and supply of electricity
within its southeast England service area that covers
approximately 3,000 square miles and serves approximately 2
million customers. In addition to the distribution and
supply of electricity, SEEBOARD is involved in gas supply,
electricity generation, electrical contracting and
retailing.
The distribution of electricity is the core business of
SEEBOARD. Electricity is transported from generating plants
across the United Kingdom, via the National Grid, to points
within SEEBOARD's geographical area, and then transformed to
enter SEEBOARD's distribution system. At December 31, 1995,
SEEBOARD's distribution system contained approximately 7,655
miles of overhead lines and approximately 19,874 miles of
underground cables. The bulk of SEEBOARD's tangible fixed
assets are currently employed in the distribution business.
SEEBOARD's supply business consists of the bulk purchase of
electricity and its sale to customers. The majority of
electricity sold by SEEBOARD in its supply business is
purchased through a pool created in 1990 for the bulk
trading of electricity. The physical delivery of
electricity via SEEBOARD's distribution network results in a
cost to the supply business and income to the distribution
business.
(b)
As of December 31, 1995, CSW, indirectly through CSW (UK),
had purchased 29.9% and had received valid acceptances for
an additional 46.5% of SEEBOARD's outstanding share capital.
The funds for the transaction were obtained under an $850
million senior credit agreement entered into by CSW with a
consortium of banks, of which approximately $731 million had
been utilized for actual share purchases as of December 31,
1995 and approximately $829 million had been utilized as of
January 31, 1996. Borrowings under the credit agreement are
unsecured and mature on November 6, 2000, subject to
prepayment by CSW at any time. On February 28, 1996, CSW
used $398 million in net proceeds from a common stock
offering to repay a portion of these borrowings. As of
April 25, 1996, while the interim-debt financing had been
converted to an equity investment at CSW Investments,
approximately $431 million of the borrowings remained
outstanding at CSW.
<PAGE> 50
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES. (continued)
Part I - Foreign Utility Company (continued)
(b) (continued)
During 1996, CSW (UK) obtained the remaining funds necessary
to consummate the tender offer, approximately $1.29 billion,
from capital contributions and loans made to CSW (UK) by its
sole shareholder CSW Investments. CSW Investments arranged
a 1.0 billion pound senior credit facility agreement with a
consortium of banks, for that purpose. Neither CSW nor
CSWI, the indirect parent of CSW Investments and CSW (UK),
has guaranteed or is otherwise subject to recourse for
amounts borrowed under this credit facility. As of April 25,
1996, CSW Investments had borrowed approximately $1.2
billion under the credit facility.
(c)
The following reported items are for the consolidated
SEEBOARD Group and are unaudited (SEEBOARD plc, CSW (UK),
CSW Investments).
Debt/Equity Ratio: Not meaningful at December 31, 1995 due
to the interim debt financing utilized to
facilitate the acquisition. In January 1996, approximately
$829 million of CSW Investment's interim debt was
converted to equity. The actual calculations for December
31, 1995, as well as at March 31, 1996 to show the effects
of the subsequent financing activities, are shown as
follows (in millions, except ratios):
December 31, 1995
Ratio 63:1
Debt $ 885
Equity $ 14
March 31, 1996
Ratio 1.5:1
Debt $ 1,235
Equity $ 846
1995 SEEBOARD earnings of $10 million were reported in the
following manner. Equity method of accounting for
November 1995 and full consolidation (pursuant to its 76.45%
ownership interest) for the month of December 1995.
(d) None.
<PAGE> 51
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES. (continued)
Part I - Exempt Wholesale Generators
a) Company, Location, Business Address
CSW Development-3, Inc.
1616 Woodall Rodgers Freeway
Dallas, Texas 75202
CSW Northwest GP, Inc.
1616 Woodall Rodgers Freeway
Dallas, Texas 75202
CSW Northwest LP, Inc.
1616 Woodall Rodgers Freeway
Dallas, Texas 75202
Northwest Power Company, L. L. C.
10500 N.E. 8th Street, Suite 1100
Bellevue, Washington 98004
(b), (c)
All EWGs are inactive at this time - there has been no
capital invested in them. It is anticipated that these
entities will participate in joint development of energy
projects in the Pacific Northwest.
CSWE, the ultimate parent company of the aforementioned EWGs,
has loaned funds to a nonaffiliated party for development of
EWG projects. At December 31, 1995, such loans totaled
approximately $5 million.
(d) None
Part II
Foreign Utility Company - see Exhibit H.
Exempt Wholesale Generators - See Exhibit H.
Part III
Foreign Utility Company - aggregate investment in SEEBOARD as
of December 31, 1995 was approximately $742 million, of
which $731 million had been used to purchase SEEBOARD
capital shares.
Exempt Wholesale Generators - aggregate investments
(including loans to nonaffiliated party) as of December 31,
1995 - $5 million.
Ratio of Aggregate Investment to Aggregate Capital
Investment* at December 31, 1995 - 40%.
* defined as "consolidated retained earnings" - the average
of CSW's reported consolidated retained earnings for each of
the four quarters ended December 31, 1995.
<PAGE> 52
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS.
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
Page
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 54
CONSOLIDATING FINANCIAL STATEMENTS
Central and South West Corporation and Subsidiary Companies
Consolidating Statement of Income for the year ended
December 31, 1995 55
Consolidating Balance Sheet as of December 31, 1995 56 - 57
Consolidating Statement of Cash Flows for the year ended
December 31, 1995 58
Consolidating Statement of Retained Earnings for the year
ended December 31, 1995 59
Pursuant to Exhibit A, the combined annual report on Form 10-K for
CSW , CPL, PSO, SWEPCO and WTU is incorporated herein by
reference.
Transok, Inc. and subsidiary companies (unaudited)
Consolidating Statement of Income for the year ended
December 31, 1995 60
Consolidating Balance Sheet as of December 31, 1995 61 - 62
Consolidating Statement of Cash Flows for the year ended
December 31, 1995 63
Consolidating Statement of Retained Earnings for the year
ended December 31, 1995 64
<PAGE> 53
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS. (continued)
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
Page
CSW Energy, Inc. and subsidiary companies (unaudited)
Consolidating Statement of Income for the year ended
December 31, 1995 65
Consolidating Balance Sheet as of December 31, 1995 66 - 67
Statement of Cash Flows for the year ended December 31, 1995 68
Consolidating Statement of Retained Earnings for the year
ended December 31, 1995 69
CSW International, Inc. and subsidiary companies (unaudited)
Consolidating Statement of Income for the year ended
December 31, 1995 70
Consolidating Balance Sheet as of December 31, 1995 71 - 72
Statement of Cash Flows for the year ended December 31, 1995 73
Consolidating Statement of Retained Earnings for the year
ended December 31, 1995 74
<PAGE> 54
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Central and South West Corporation:
We have audited the consolidated balance sheet of Central and
South West Corporation (a Delaware corporation) and subsidiaries
as of December 31, 1995, and the related consolidated statements
of income, retained earnings and cash flows for the year then
ended, incorporated by reference herein. These consolidated
financial statements and the consolidating schedules referred to
below are the responsibility of the Corporation's management.
Our responsibility is to express an opinion on these consolidated
financial statements and schedules based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the consolidated financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
consolidated financial statements. An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements
referred to above present fairly, in all material respects, the
financial position of Central and South West Corporation and
subsidiaries as of December 31, 1995, and the results of their
operations and their cash flows for the year then ended in
conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on
the basic consolidated financial statements taken as a whole.
The consolidating schedules of Central and South West Corporation
and subsidiaries listed in Item 10 are presented for purposes of
complying with the Securities and Exchange Commission's rules and
regulations under the Public Utility Holding Company Act of 1935
and are not a required part of the basic consolidated financial
statements. These consolidating schedules have been subjected to
the auditing procedures applied in our audit of the basic
consolidated financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic
consolidated financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Dallas, Texas,
February 28, 1996
<PAGE> 55
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT
OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1995
(MILLIONS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
ELIM,
CSW CON CPL PSO SWEPCO WTU TOK * CSW CSWS COMM CSWL CREDIT CSWE * CSWI * ENERSHOP RCLSS&
RND
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
OPERATING REVENUES 3,735 1,073 691 837 320 721 0 0 0 0 71 15 208 0 (201)
OPERATING EXPENSES AND
TAXES
Fuel and purchased power 1,184 308 297 338 135 0 0 0 0 0 0 0 174 0 (68)
Gas purchased for resale 372 0 0 0 0 466 0 0 0 0 0 0 0 0 (94)
Gas extraction and
marketing 109 0 0 0 0 109 0 0 0 0 0 0 0 0 0
Other operating expense 629 209 116 123 64 47 75 192 0 0 18 17 11 0 (243)
Restructuring charges (36) (21) 0 (1) (14) 0 0 0 0 0 0 0 0 0 0
Maintenance 161 63 35 43 14 6 0 3 0 0 0 0 0 0 (3)
Depreciation and
amortization 384 150 68 83 33 32 1 8 0 0 0 1 8 0 0
Taxes, other than income 171 66 25 45 23 9 2 6 0 0 1 0 0 0 (6)
Income taxes 105 16 38 43 6 13 (26) 1 0 0 4 6 4 0 0
3,079 791 579 674 261 682 52 210 0 0 23 24 197 0 (414)
OPERATING INCOME 656 282 112 163 59 39 (52) (210) 0 0 48 (9) 11 0 213
OTHER INCOME AND DEDUCTIONS
Mirror CWIP liability
amortization 41 41 0 0 0 0 0 0 0 0 0 0 0 0 0
AFUDC-equity 6 1 1 4 0 0 0 0 0 0 0 0 0 0 0
Other 52 14 2 0 0 1 512 217 0 1 0 27 9 0 (731)
99 56 3 4 0 1 512 217 0 1 0 27 9 0 (731)
INCOME BEFORE INTEREST
CHARGES 755 338 115 167 59 40 460 7 0 1 48 18 20 0 (518)
INTEREST CHARGES
Interest on long-term
debt 284 116 30 44 22 16 55 4 0 0 0 0 1 0 (4)
Interest on short-term
Debt and other 62 20 5 11 4 (1) 3 3 1 0 40 10 13 0 (47)
AFUDC-debt (12) (4) (2) (5) (1) 0 0 0 0 0 0 0 0 0 0
334 132 33 50 25 15 58 7 1 0 40 10 14 0 (51)
NET INCOME 421 206 82 117 34 25 402 0 (1) 1 8 8 6 0 (467)
Preferred stock dividends 19 14 1 3 0 0 0 0 0 0 0 0 0 0 1
NET INCOME FOR COMMON STOCK 402 192 81 114 34 25 402 0 (1) 1 8 8 6 0 (468)
EARNINGS PER SHARE OF COMMON STOCK $2.10
AVERAGE COMMON SHARES OUTSTANDING 191.7
* See Pages 60-64 for additional detail for TOK, Pages 65-69 for additional detail for CSWE and Pages 70-74 for additional detail
for CSWI.
The notes to financial statements (herein incorporated by reference as part of Exhibit A-1) are an integral part of this statement.
</TABLE>
<PAGE> 56
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1995
(MILLIONS)
<TABLE>
<CAPTION>
ELIM
CSW CON CPL PSO SWEPCO WTU TOK * CSW CSWS COMM CSWL CREDIT CSWE * CSWI * ENERSHOP RCLSS&
RND
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
FIXED ASSETS
Electric
Production 5,888 3,111 939 1,411 428 0 0 0 0 0 0 0 0 0 (1)
Transmission 1,484 486 364 435 199 0 0 0 0 0 0 0 0 0 0
Distribution 3,799 880 712 790 326 0 0 0 0 0 0 0 1,090 0 1
General 1,209 249 183 231 84 0 4 115 0 0 0 0 344 0 (1)
Construction work
in progress 346 127 56 129 33 0 0 0 0 0 0 0 0 0 1
Nuclear fuel 165 165 0 0 0 0 0 0 0 0 0 0 0 0 0
Total electric 12,891 5,018 2,254 2,996 1,070 0 4 115 0 0 0 0 1,434 0 0
Gas 869 0 0 0 0 869 0 0 0 0 0 0 0 0 0
Other diversified 18 0 0 0 0 0 0 0 13 0 0 5 0 0 0
13,778 5,018 2,254 2,996 1,070 869 4 115 13 0 0 5 1,434 0 0
Less - accumulated
depreciation 4,761 1,548 924 1,116 389 236 1 21 0 0 0 0 526 0 0
9,017 3,470 1,330 1,880 681 633 3 94 13 0 0 5 908 0 0
INVESTMENTS IN
SUBSIDIARIES 0 0 0 0 0 0 3,338 0 0 0 0 0 0 0 (3,338)
CURRENT ASSETS
Cash and temporary
cash investments 401 3 1 2 1 7 422 7 0 12 42 0 316 0 (412)
National Grid assets
held for sale 100 0 0 0 0 0 0 0 0 0 0 0 100 0 0
Accounts
receivable 1,093 45 18 55 29 45 837 41 0 0 658 2 1,061 0 (1,698)
Material and
supplies, at
average cost 188 71 41 30 17 9 0 0 0 0 0 0 20 0 0
Electric utility
fuel inventory,
substantially
at average cost 129 26 16 73 14 0 0 0 0 0 0 0 0 0 0
Gas inventory/
products for
resale 13 0 0 0 0 12 0 0 0 0 0 0 0 0 1
Prepayments and
other 115 25 12 18 5 8 7 10 0 0 4 0 23 0 3
2,039 170 88 178 66 81 1,266 58 0 12 704 2 1,520 0 (2,106)
DEFERRED CHARGES
AND OTHER ASSETS
Deferred plant
costs 514 488 0 0 26 0 0 0 0 0 0 0 0 0 0
Mirror CWIP asset 312 312 0 0 0 0 0 0 0 0 0 0 0 0 0
Other non-utility
investments 296 2 6 3 1 31 0 0 0 62 0 172 19 0 0
Income tax related
regulatory assets 253 347 0 0 0 0 0 0 0 0 0 0 0 0 (94)
Goodwill 1,074 0 0 0 0 0 0 0 0 0 0 0 1,074 0 0
Other 364 92 57 56 42 21 50 2 0 0 0 4 42 0 (2)
2,813 1,241 63 59 69 52 50 2 0 62 0 176 1,135 0 (96)
13,869 4,881 1,481 2,117 816 766 4,657 154 13 74 704 183 3,563 0 (5,540)
* See Pages 60-64 for additional detail for TOK, Pages 65-69 for additional detail for CSWE and Pages 70-74 for additional detail
for CSWI.
The notes to financial statements (herein incorporated by reference as part of Exhibit A-1) are an integral part of this statement.
</TABLE>
<PAGE> 57
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1995
(MILLIONS)
<TABLE>
<CAPTION>
ELIM,
CSW CON CPL PSO SWEPCO WTU TOK * CSW CSWS COMM CSWL CREDIT CSWE * CSWI * ENERSHOP RCLSS&
RND
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CAPITALIZATION AND
LIABILITIES
CAPITALIZATION
Common Stock
Common stock 675 169 157 136 137 9 675 0 0 0 0 0 0 0 (608)
Paid-in-capital 610 405 180 245 2 162 610 0 0 8 44 70 0 0 (1,116)
Retained earnings 1,893 863 150 302 126 155 1,893 0 (1) 12 0 4 6 0 (1,617)
3,178 1,437 487 683 265 326 3,178 0 (1) 20 44 74 6 0 (3,341)
Preferred Stock
Not subject to
mandatory redemption 292 250 20 16 6 0 0 0 0 0 0 0 0 0 0
Subject to mandatory
redemption 34 0 0 34 0 0 0 0 0 0 0 0 0 0 0
Long-term debt 3,914 1,517 379 599 273 200 731 60 0 0 0 0 154 0 1
7,418 3,204 886 1,332 544 526 3,909 60 (1) 20 44 74 160 0 (3,340)
Minority Interest 202 0 0 0 0 0 0 0 0 0 0 0 202 0 0
CURRENT LIABILITIES
Long-term debt and
preferred stock due
within twelve months 30 0 25 5 0 0 0 0 0 0 0 0 0 0 0
Short-term debt 692 176 71 101 20 (6) 692 49 0 0 0 0 0 0 (411)
Short-term debt--CSW
Credit 646 0 0 0 0 0 0 0 0 0 646 0 0 0 0
Accounts payable 595 50 64 87 29 118 11 26 14 0 2 67 1,822 0 (1,695)
Accrued taxes 228 62 27 30 13 5 1 1 (1) 0 0 (1) 91 0 0
Accrued interest 77 33 9 18 6 5 7 1 0 0 0 0 0 0 (2)
Provision for SEEBOARD
acceptances 1,001 0 0 0 0 0 0 0 0 0 0 0 1,001 0 0
Other 156 37 40 46 10 2 0 0 0 0 16 1 0 0 4
3,425 358 236 287 78 124 711 77 13 0 664 67 2,914 0 (2,104)
DEFERRED CREDITS
Income taxes 2,306 1,152 264 377 145 116 (32) 12 1 54 (4) 37 184 0 0
Investment tax credits 306 153 46 76 31 0 0 0 0 0 0 0 0 0 0
Income tax related
regulatory liability 0 0 42 37 14 0 0 0 0 0 0 0 0 0 (93)
Other 212 14 7 8 4 0 69 5 0 0 0 5 103 0 (3)
2,824 1,319 359 498 194 116 37 17 1 54 (4) 42 287 0 (96)
13,869 4,881 1,481 2,117 816 766 4,657 154 13 74 704 183 3,563 0 (5,540)
* See Pages 60-64 for additional detail for TOK, Pages 65-69 for additional detail for CSWE and Pages 70-74 for additional detail
for CSWI.
The notes to financial statements (herein incorporated by reference as part of Exhibit A-1) are an integral part of this statement.
</TABLE>
<PAGE> 58
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF
CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
(MILLIONS) ELIM,
CSW CON CPL PSO SWEPCO WTU TOK * CSW CSWS COMM CSWL CREDIT CSWE * CSWI * ENERSHOP RCLSS&
RND
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income 421 206 82 117 34 25 402 0 (1) 1 8 8 6 0 (467)
Non-cash items
included in net
income
Depreciation and
amortization 425 174 73 94 34 32 1 8 0 0 0 1 7 0 1
Deferred income taxes
and investment
tax credits (11) (36) 0 2 1 11 (9) 4 1 (4) 4 16 1 0 (2)
Mirror CWIP liability
amortization (41) (41) 0 0 0 0 0 0 0 0 0 0 0 0 0
Restructuring charges (2) 0 0 (1) 0 0 0 0 0 0 0 0 0 0 (1)
Regulatory asset for
previously incurred
restructuring
charges (34) (21) 0 0 (13) 0 0 0 0 0 0 0 0 0 0
Charge for terminated
El Paso Elect 42 0 0 0 0 0 42 0 0 0 0 0 0 0 0
AFUDC-equity (6) (1) (1) (4) 0 0 0 0 0 0 0 0 0 0 0
Changes in assets and
liabilities
Accounts receivable (36) (15) 4 0 (6) (10) (577) 19 0 0 (27) 8 0 0 568
Over- and under-
recovered fuel
cost 76 67 10 (3) 2 0 0 0 0 0 0 0 0 0 0
Accounts payable (32) (35) (36) 8 (1) 40 (12) (1) 0 0 (10) (4) 748 0 (729)
Accrued taxes 25 2 10 18 6 4 (13) (1) 0 0 0 0 (2) 0 1
Accrued restructuring
charges (2) (1) (1) (1) 0 0 0 0 0 0 0 0 0 0 1
Other (26) 0 2 (16) (4) 4 (16) 1 (1) 2 (3) 2 (29) 0 32
Undistributed earnings 0 0 0 0 0 0 (70) 0 0 0 0 0 0 0 70
799 299 143 214 53 106 (252) 30 (1) (1) (28) 31 731 0 (526)
INVESTING ACTIVITIES
Construction
expenditures (474) (150) (98) (105) (44) (66) 0 (7) (3) 0 0 0 0 0 (1)
Acquisition
expenditures (6) 0 0 0 0 0 (6) 0 0 0 0 0 0 0 0
Net cash paid on
SEEBOARD
acquisition (415) 0 0 0 0 0 0 0 0 0 0 0 (415) 0 0
Non-affiliated
Accounts receivable 2 0 0 0 0 0 0 0 0 0 2 0 0 0 0
CSWE projects 109 0 0 0 0 0 0 0 0 0 0 109 0 0 0
AFUDC-borrowed (12) (4) (2) (5) (1) 0 0 0 0 0 0 0 0 0 0
Other (16) 0 (8) (4) (2) (2) 0 0 0 0 0 0 0 0 0
(812) (154) (108) (114) (47) (68) (6) (7) (3) 0 2 109 (415) 0 (1)
FINANCING ACTIVITIES
Common stock sold 57 0 0 0 0 0 57 0 0 4 1 0 0 0 (5)
Capital contributions 0 0 0 0 0 0 0 0 0 0 0 16 0 0 (16)
Proceeds from issuance
of long-term 1,187 338 0 0 118 0 731 0 0 0 0 0 0 0 0
Retirement of long-
term debt (8) 0 0 (4) 0 0 0 (5) 0 0 0 0 0 0 1
Reacquisition of
long-term debt (355) (296) 0 0 (59) 0 0 0 0 0 0 0 0 0 0
Redemption of
preferred stock (1) 0 0 (1) 0 0 0 0 0 0 0 0 0 0 0
Change in short-term
debt (226) 15 16 19 (26) (35) (218) (14) 4 0 (7) (156) 0 0 176
Payment of dividends (348) (200) (56) (113) (41) 0 (328) 0 0 0 (7) 0 0 0 397
306 (143) (40) (99) (8) (35) 242 (19) 4 4 (13) (140) 0 0 553
Net change in cash
and cash equivalents 293 2 (5) 1 (2) 3 (16) 4 0 3 (39) 0 316 0 26
Cash and cash
equivalents at
beginning of year 108 1 6 1 3 4 438 3 0 9 81 0 0 0 (438)
Cash and cash
equivalents at end
of year 401 3 1 2 1 7 422 7 0 12 42 0 316 0 (412)
SUPPLEMENTAL INFORMATION
Interest paid less
amounts capitalized 301 116 31 46 20 14 53 6 1 0 40 0 0 0 (26)
Income taxes paid
(refunded) 77 37 28 28 8 (1) (10) (2) (1) 3 (2) (10) 0 0 (1)
* See Pages 60-64 for additional detail for TOK, Pages 65-69 for additional detail for CSWE and Pages 70-74 for additional detail
for CSWI.
The notes to financial statements (herein incorporated by reference as part of Exhibit A-1) are an integral part of this statement.
</TABLE>
<PAGE> 59
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF
RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 1995
(MILLIONS)
<TABLE>
<CAPTION>
ELIM,
CSW CON CPL PSO SWEPCO WTU TOK * CSW CSWS COMM CSWL CREDIT CSWE * CSWI * ENERSHOP RCLSS&
RND
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Retained earnings
at beginning
of year 1,824 857 124 297 133 130 1,824 0 0 11 0 (4) (1) 0 (1,547)
Net income for
common stock 402 192 81 114 34 25 402 0 (1) 1 8 8 6 0 (468)
Adjustments to
retained earnings (4) 0 0 0 0 0 (4) 0 0 0 0 0 0 0 0
Common stock
dividends (329) (186) (55) (109) (41) 0 (329) 0 0 0 (8) 0 1 0 398
Retained earnings at
end of year 1,893 863 150 302 126 155 1,893 0 (1) 12 0 4 6 0 (1,617)
* See Pages 60-64 for additional detail for TOK, Pages 65-69 for additional detail for CSWE and Pages 70-74 for additional
detail for CSWI.
The notes to financial statements (herein incorporated by reference as part of Exhibit A-1) are an integral part of this statement.
</TABLE>
<PAGE> 60
TRANSOK, INC. AND SUBSIDIARIES CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1995
(MILLIONS)
ELIM,
TOK RCLSS &
CON TOK TGC TGP TPI RND
OPERATING REVENUES 721 129 663 62 0 (133)
OPERATING EXPENSES AND TAXES
Fuel and purchased power 0 0 0 0 0 0
Gas purchased for resale 466 20 518 0 0 (72)
Gas extraction and marketing 109 0 134 37 0 (62)
Other operating expense 47 35 1 11 0 0
Restructuring charges 0 0 0 0 0 0
Maintenance 6 6 0 0 0 0
Depreciation and amortization 32 28 0 4 0 0
Taxes, other than income 9 8 0 1 0 0
Income taxes 13 6 4 3 0 0
682 103 657 56 0 (134)
OPERATING INCOME 39 26 6 6 0 1
OTHER INCOME AND DEDUCTIONS
Mirror CWIP liability
amortization 0 0 0 0 0 0
AFUDC-equity 0 0 0 0 0 0
Other 1 1 0 0 1 (1)
1 1 0 0 1 (1)
INCOME BEFORE INTEREST CHARGES 40 27 6 6 1 0
INTEREST CHARGES
Interest on long-term debt 16 16 0 0 0 0
Interest on short-term debt
and other (1) (1) 0 0 0 0
AFUDC-debt 0 0 0 0 0 0
15 15 0 0 0 0
25 12 6 6 1 0
Preferred stock dividends 0 0 0 0 0 0
NET INCOME FOR COMMON STOCK 25 12 6 6 1 0
<PAGE> 61
TRANSOK, INC. AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1995
(MILLIONS)
ELIM
TOK RCLSS &
CON TOK TGC TGP TPI RND
ASSETS
FIXED ASSETS
Electric
Production 0 0 0 0 0 0
Transmission 0 0 0 0 0 0
Distribution 0 0 0 0 0 0
General 0 0 0 0 0 0
Construction work
in progress 0 0 0 0 0 0
Nuclear fuel 0 0 0 0 0 0
Total electric 0 0 0 0 0 0
Gas 869 670 0 199 0 0
Other diversified 0 0 0 0 0 0
869 670 0 199 0 0
Less - accumulated
depreciation 236 194 0 42 0 0
633 476 0 157 0 0
INVESTMENTS IN
SUBSIDIARIES 0 113 0 0 0 (113)
CURRENT ASSETS
Cash and temporary
cash investments 7 7 0 0 0 0
National Grid assets
held for Sale 0 0 0 0 0 0
Accounts receivable 45 19 85 (54) (5) 0
Material and supplies,
at average cost 9 9 0 0 0 0
Electric utility fuel
inventory,
substantially
at average cost 0 0 0 0 0 0
Gas inventory/products
for resale 12 0 12 0 0 0
Prepayments and other 8 8 0 0 0 0
81 43 97 (54) (5) 0
DEFERRED CHARGES AND
OTHER ASSETS
Deferred plant costs 0 0 0 0 0 0
Mirror CWIP asset 0 0 0 0 0 0
Other non-utility
investments 31 25 0 0 6 0
Income tax related
regulatory assets,
net 0 0 0 0 0 0
Goodwill 0 0 0 0 0 0
Other 21 17 4 0 0 0
52 42 4 0 6 0
766 674 101 103 1 (113)
<PAGE> 62
TRANSOK, INC. AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1994
(MILLIONS)
ELIM
TOK RCLSS &
CON TOK TGC TGP TPI RND
CAPITALIZATION AND
LIABILITIES
CAPITALIZATION
Common Stock
Common stock 9 9 0 0 0 0
Paid-in-capital 162 162 0 83 0 (83)
Retained earnings 155 155 21 8 1 (30)
326 326 21 91 1 (113)
Preferred Stock
Not subject to
mandatory redemption 0 0 0 0 0 0
Subject to mandatory
redemption 0 0 0 0 0 0
Long-term debt 200 200 0 0 0 0
526 526 21 91 1 (113)
Minority Interest 0 0 0 0 0 0
CURRENT LIABILITIES
Long-term debt and
preferred stock due
within twelve months 0 0 0 0 0 0
Short-term debt (6) (6) 0 0 0 0
Short-term debt--Credit 0 0 0 0 0 0
Accounts payable 118 44 73 1 0 0
Accrued taxes 5 0 6 (1) 0 0
Accrued interest 5 5 0 0 0 0
Provision for SEEBOARD
acceptances 0 0 0 0 0 0
Other 2 2 0 0 0 0
124 45 79 0 0 0
DEFERRED CREDITS
Income taxes 116 103 1 12 0 0
Investment tax credits 0 0 0 0 0 0
Income tax related
regulatory liabilities,
net 0 0 0 0 0 0
Other 0 0 0 0 0 0
116 103 1 12 0 0
766 674 101 103 1 (113)
<PAGE> 63
TRANSOK, INC. AND SUBSIDIARIES CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1995
(MILLIONS)
ELIM
TOK RCLSS&
CON TOK TGC TGP TPI RND
OPERATING ACTIVITIES
Net income 25 13 6 6 1 (1)
Non-cash items included
in net income
Depreciation and
amortization 32 28 0 5 0 (1)
Deferred income taxes,
investment tax credits 11 5 3 3 0 0
Mirror CWIP liability
amortization 0 0 0 0 0 0
Restructuring charges 0 0 0 0 0 0
Regulatory asset for
previously incurred
restructuring charges 0 0 0 0 0 0
Charge for terminated El Paso
Electric merger 0 0 0 0 0 0
AFUDC-equity 0 0 0 0 0 0
Changes in assets and
liabilities 0 0 0 0 0 0
Accounts receivable (10) (265) 267 13 0 (25)
Unrecovered fuel costs 0 0 0 0 0 0
Accounts payable 40 38 37 1 0 (36)
Accrued taxes 4 (1) 4 1 0 0
Accrued restructuring charges 0 0 0 0 0 0
Other 4 (11) (12) 0 0 27
Undistributed earnings 0 0 0 0 0 0
106 (193) 305 29 1 (36)
INVESTING ACTIVITIES
Construction expenditures (66) 41 0 (112) 0 5
Acquisition expenditures 0 0 0 0 0 0
Non-affiliated accounts
receivable purchases 0 0 0 0 0 0
CSW Energy projects 0 0 0 0 0 0
AFUDC-borrowed 0 0 0 0 0 0
Other (2) (1) 0 0 (1) 0
(68) 40 0 (112) (1) 5
FINANCING ACTIVITIES
Common stock sold 0 0 0 0 0 0
Proceeds from issuance of
long-term debt 0 0 0 0 0 0
Retirement of long-term debt 0 0 0 0 0 0
Reacquisition of long-term debt 0 0 0 0 0 0
Redemption of preferred stock 0 0 0 0 0 0
Change in short-term debt (35) 7 0 0 0 (42)
Payment of dividends 0 0 0 0 0 0
Capital contribution 0 20 0 0 0 (20)
(35) 27 0 0 0 (62)
Net change in cash and cash
equivalents 3 (126) 305 (83) 0 (93)
Cash and cash equivalents at
beginning of year 4 11 0 0 0 (7)
7 (115) 305 (83) 0 (100)
SUPPLEMENTAL INFORMATION
Interest paid less amounts
capitalized 14 16 0 0 0 (2)
Income taxes paid (refunded) (1) (1) 0 0 0 0
<PAGE> 64
TRANSOK, INC. AND SUBSIDIARIES CONSOLIDATING STATEMENT OF RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1995
(MILLIONS)
ELIM
TOK RCLSS &
CON TOK TGC TGP TPI RND
Retained earnings at
beginning of year 130 110 15 4 1 0
Net income for common
stock 25 14 6 5 0 0
Adjustments to retained
earnings 0 0 0 0 0 0
Common stock dividends 0 0 0 0 0 0
Retained earnings at
end of year 155 124 21 9 1 0
<PAGE> 65
CSW ENERGY, INC. (CSWE) AND SUBSIDIARIES CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1995
(MILLIONS)
<TABLE>
<CAPTION>
ELIM,
CSWE CON CSWE CSWD-I CSWD-II CSWFL NEWGULF SWEENY RCLSS &
RND
<S> <C> <C> <C> <C> <C> <C> <C> <C>
TOTAL OPERATING REVENUES 15 0 0 0 15 0 0 0
OPERATING EXPENSES
AND TAXES
Fuel and purchased
power 0 0 0 0 0 0 0 0
Gas purchased for
resale 0 0 0 0 0 0 0 0
Gas extraction and
marketing 0 0 0 0 0 0 0 0
Other operating
expense 17 15 1 3 0 0 0 (2)
Maintenance 0 0 0 0 0 0 0 0
Depreciation and
amortization 1 0 0 0 1 0 0 0
Taxes other than income 0 0 0 0 0 0 0 0
Income taxes 6 (3) 3 (1) 7 0 0 0
TOTAL OPERATING EXPENSES 24 12 4 2 8 0 0 (2)
OPERATING INCOME (9) (12) 12 (2) 7 0 0 2
OTHER INCOME AND DEDUCTIONS
Mirror CWIP liability
amortization 0 0 0 0 0 0 0 0
AFUDC-equity 0 0 0 0 0 0 0 0
Other 27 7 16 0 4 0 0 0
TOTAL OTHER INCOME AND
DEDUCTIONS 27 7 0 0 4 0 0 0
INCOME BEFORE INTEREST
CHARGES 18 (5) 12 (2) 11 0 0 2
INTEREST CHARGES
Interest on long-
term debt 0 0 0 0 0 0 0 0
Interest on short-
term debt and other 10 0 8 0 1 0 0 1
AFUDC-debt 0 0 0 0 0 0 0 0
TOTAL INTEREST 10 0 8 0 1 0 0 1
NET INCOME 8 (5) 4 (2) 10 0 0 1
Preferred stock
dividends 0 0 0 0 0 0 0 0
NET INCOME FOR COMMON
STOCK 8 (5) 4 (2) 10 0 0 1
</TABLE>
<PAGE> 66
CSW ENERGY, INC. (CSWE) AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1995
(MILLIONS)
<TABLE>
<CAPTION>
ELIM,
CSWE CON CSWE CSWD-I CSWD-II CSWFL NEWGULF SWEENY RCLSS $
RND
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
FIXED ASSETS
Electric
Production 0 0 0 0 0 0 0 0
Transmission 0 0 0 0 0 0 0 0
Distribution 0 0 0 0 0 0 0 0
General 0 0 0 0 0 0 0 0
Construction work
in progress 0 0 0 0 0 0 0 0
Nuclear fuel 0 0 0 0 0 0 0 0
Total electric 0 0 0 0 0 0 0 0
Gas 0 0 0 0 0 0 0 0
Other Diversified 5 1 0 0 0 1 4 (1)
Total Plant 5 1 0 0 0 1 4 (1)
Less - accumulated
depreciation 0 0 0 0 0 0 0 0
NET PLANT 5 1 0 0 0 1 4 (1)
CURRENT ASSETS
Cash and temporary
cash investments 0 0 0 0 0 0 0 0
Accounts Receivable 2 12 2 0 33 0 0 (45)
Material and supplies,
at average cost 0 0 0 0 0 0 0 0
Electric utility fuel
inventory, substantially
at average cost 0 0 0 0 0 0 0 0
Gas inventory/products
for resale 0 0 0 0 0 0 0 0
Unrecovered fuel costs 0 0 0 0 0 0 0 0
Prepayments and other 0 0 0 0 2 0 0 (2)
TOTAL CURRENT ASSETS 2 12 2 0 35 0 0 (47)
DEFERRED CHARGES AND OTHER
ASSETS
Deferred plant costs 0 0 0 0 0 0 0 0
Mirror CWIP asset 0 0 0 0 0 0 0 0
Other non-utility
investments 172 154 106 0 45 10 0 (143)
Income tax related
regulatory assets, net 0 0 0 0 0 0 0 0
Other 4 1 0 0 0 0 0 3
TOTAL DEFERRED CHARGES
AND OTHER ASSETS 176 155 106 0 45 10 0 (140)
TOTAL ASSETS 183 168 108 0 80 11 4 (188)
</TABLE>
<PAGE> 67
CSW ENERGY, INC. (CSWE) AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1995
(MILLIONS)
<TABLE>
<CAPTION>
ELIM,
CSWE CON CSWE CSWD-I CSWD-II CSWFL NEWGULF SWEENY RCLSS &
RND
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Common stock
Common stock 0 0 0 0 0 0 0 0
Paid-in-capital 70 72 96 0 44 10 0 (152)
Retained Earnings 4 (13) 5 (4) 17 0 0 (1)
Total Common Stock 74 59 101 (4) 61 10 0 (153)
Preferred stock
Not subject to mandatory
redemption 0 0 0 0 0 0 0 0
Subject to mandatory
redemption 0 0 0 0 0 0 0 0
Long-term debt 0 0 0 0 0 0 0 0
Total Preferred Stock 0 0 0 0 0 0 0 0
CURRENT LIABILITIES
Long-term debt and preferred
stock due within
twelve months 0 0 0 0 0 0 0 0
Short-term debt 0 0 0 0 0 0 0 0
Accounts Payable 67 100 (8) 5 0 1 4 (35)
Accrued taxes (1) 2 (4) 0 2 0 0 (1)
Accrued interest 0 0 0 0 0 0 0 0
Other 1 1 0 0 5 0 0 (5)
Total Current Liabilities 67 103 (12) 5 7 1 4 (41)
DEFERRED CREDITS
Income Taxes 37 6 19 (1) 12 0 0 1
Investment tax credits 0 0 0 0 0 0 0 0
Income tax related
regulatory liabilities 0 0 0 0 0 0 0 0
Other 5 0 0 0 0 0 0 5
Total Deferred Credits 42 6 19 (1) 12 0 0 6
TOTAL CAPITALIZATION AND
LIABILITIES 183 168 108 0 80 11 4 (188)
</TABLE>
<PAGE> 68
CSW ENERGY, INC. (CSWE) AND SUBSIDIARIES CONSOLIDATING STATEMENT OF RETAINED
EARNINGS FOR THE YEAR ENDED DECEMBER 31, 1995
(MILLIONS)
CSWE does not prepare a consolidating statement of cash flows - only a
consolidated statement of cash flows which is presented as part of the
Central and South West Corporation and Subsidiaries Consolidating
Statement of Cash Flows on Page 58.
<PAGE> 69
CSW ENERGY, INC. (CSWE) AND SUBSIDIARIES CONSOLIDATING STATEMENT OF RETAINED
EARNINGS FOR THE YEAR ENDED DECEMBER 31, 1995
(MILLIONS)
<TABLE>
<CAPTION>
ELIM,
CSWE CON CSWE CSWD-I CSWD-II CSWFL NEWGULF SWEENY RCLSS &
RND
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Retained earnings at beginning of year (4) (8) 0 (2) 7 0 0 (1)
Net income for common stock 8 (5) 4 (2) 10 0 0 1
Adjustments to retained earnings 0 0 1 0 0 0 0 (1)
Retained earnings at end of year 4 (13) 5 (4) 17 0 0 (1)
</TABLE>
<PAGE> 70
CSW INTERNATIONAL, INC. (CSWI) AND SUBSIDIARIES CONSOLIDATING STATEMENT OF
INCOME FOR THE YEAR ENDED DECEMBER 31, 1995
(MILLIONS)
<TABLE>
<CAPTION>
CSW CSW ELIM,
CSWI CON CSWI CSWI II CSWI III INVS* UK* SBRD * RCLSS &
RND
<S> <C> <C> <C> <C> <C> <C> <C> <C>
TOTAL OPERATING REVENUES 208 0 0 0 0 0 208 0
OPERATING EXPENSES AND TAXES
Fuel and purchased power 174 0 0 0 0 0 174 0
Gas purchased for resale 0 0 0 0 0 0 0 0
Gas extraction and marketing 0 0 0 0 0 0 0 0
Other operating expense 11 5 0 0 0 0 6 0
Maintenance 0 0 0 0 0 0 0 0
Depreciation and amortization 7 0 3 0 0 0 4 0
Taxes other than income 0 0 0 0 0 0 0 0
Income taxes 4 (2) (1) 0 0 0 7 0
TOTAL OPERATING EXPENSES 196 3 2 0 0 0 191 0
OPERATING INCOME 12 (3) (2) 0 0 0 17 0
OTHER INCOME AND DEDUCTIONS
Mirror CWIP liability
amortization 0 0 0 0 0 0 0 0
AFUDC-equity 0 0 0 0 0 0 0 0
Other 8 6 18 0 6 0 3 (25)
8 6 18 0 6 0 3 (25)
INCOME BEFORE INTEREST CHARGES 20 3 16 0 6 0 20 (25)
INTEREST CHARGES
Interest on long-term debt 1 0 0 0 0 0 1 0
Interest on short-term debt
and other 13 6 6 0 0 6 0 (5)
AFUDC-debt 0 0 0 0 0 0 0 0
TOTAL INTEREST 14 6 6 0 0 6 1 (5)
NET INCOME 6 (3) 10 0 6 (6) 19 (20)
Preferred Stock 0 0 0 0 0 0 0 0
NET INCOME FOR COMMON STOCK 6 (3) 10 0 6 (6) 19 (20)
See Exhibit F-3 for additional detail.
Note: Includes 76.45% interest in SEEBOARD for the month of December.
* CSW INVST, CSW UK and SBRD converted at 1.00 pound= 1.5418
<PAGE> 71
CSW INTERNATIONAL, INC. (CSWI) AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1995
(MILLIONS)
</TABLE>
<TABLE>
<CAPTION>
ELIM,
CSWI CSW CSW SBRD RCLSS &
CON CSWI CSWI II CSWI III INVST* UK* CON* RND
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
FIXED ASSETS
Electric
Production 0 0 0 0 0 0 0 0
Transmission 0 0 0 0 0 0 0 0
Distribution 1,090 0 0 0 0 0 1,090 0
General 344 0 0 0 0 0 279 65
Construction work in progress 0 0 0 0 0 0 0 0
Nuclear fuel 0 0 0 0 0 0 0 0
Total electric 1,434 0 0 0 0 0 1,369 65
Gas 0 0 0 0 0 0 0 0
Other Diversified 0 1 0 0 0 0 0 (1)
Total Fixed Assets 1,434 1 0 0 0 0 1,369 64
Less - accumulated depreciation 526 0 0 0 0 0 526 0
NET FIXED ASSETS 908 1 0 0 0 0 843 64
CURRENT ASSETS
Cash and temporary cash
investments 316 0 0 0 0 0 316 0
National Grid assets held for
sale 100 0 0 0 0 100 0 0
Accounts Receivable 1,061 742 0 0 1,745 0 319 (1,745)
Material and supplies, at
average cost 20 0 0 0 0 0 20 0
Electric utility fuel inventory,
substantially at average cost 0 0 0 0 0 0 0 0
Gas inventory/products for resale 0 0 0 0 0 0 0 0
Unrecovered fuel costs 0 0 0 0 0 0 0 0
Prepayments and other 23 0 0 0 0 0 23 0
TOTAL CURRENT ASSETS 1,520 742 0 0 1,745 100 678 (1,745)
DEFERRED CHARGES AND OTHER ASSETS
Deferred plant costs 0 0 0 0 0 0 0 0
Mirror CWIP asset 0 0 0 0 0 0 0 0
Other non-utility investments 19 0 1,733 0 0 1,639 19 (3,372)
Income tax related regulatory
assets, net 0 0 0 0 0 0 0 0
Goodwill 1,074 0 0 0 0 0 0 1,074
Other 42 0 (3) 0 0 0 0 45
TOTAL DEFERRED CHARGES AND OTHER
ASSETS 1,135 0 1,730 0 0 1,639 19 (2,253)
TOTAL ASSETS 3,563 743 1,730 0 1,745 1,739 1,540 (3,934)
* CSW INVST, CSW UK and SBRD converted at 1.00 pound= 1.5496
</TABLE>
<PAGE> 72
CSW INTERNATIONAL, INC. (CSWI) AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1995
<TABLE>
<CAPTION>
(MILLIONS) ELIM,
CSWI CSW CSW SBRD RCLSS &
CON CSWI CSWI II CSWI III INVST* UK* CON* RND
CAPITALIZATION AND LIABILITIES
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CAPITALIZATION
Common stock
Common stock 0 0 0 0 0 0 191 (191)
Paid-in-capital 0 0 0 0 738 0 0 (738)
Retained Earnings 6 (4) 10 0 6 (6) 668 (668)
Total Common Stock 6 (4) 10 0 744 (6) 859 (1,597)
Preferred stock
Not subject to mandatory redemption 0 0 0 0 0 0 0 0
Subject to mandatory redemption 0 0 0 0 0 0 0 0
Long-term debt 154 0 0 0 0 0 153 1
160 (4) 10 0 744 (6) 1,012 (1,596)
Minority Interest 202 0 0 0 0 0 0 202
CURRENT LIABILITIES
Long-term debt and preferred stock due
within twelve months 0 0 0 0 0 0 0 0
Short-term debt 0 0 742 0 0 0 0 (742)
Accounts payable 1,822 749 0 0 0 1,739 330 (996)
Accrued taxes 91 (2) (1) 0 0 0 95 (1)
Accrued interest 0 0 0 0 0 6 0 (6)
Provision for SBRD acceptances 1,001 0 979 0 1,001 0 0 (979)
Other 0 0 0 0 0 0 0 0
Total Current Liabilities 2,914 747 1,720 0 1,001 1,745 425 (2,724)
DEFERRED CREDITS
Income Taxes 184 0 0 0 0 0 0 184
Investment tax credits 0 0 0 0 0 0 0 0
Income tax related regulatory
liabilities, net 0 0 0 0 0 0 0 0
Other 103 0 0 0 0 0 103 0
Total Deferred Credits 287 0 0 0 0 0 103 184
TOTAL CAPITALIZATION AND LIABILITIES 3,563 743 1,730 0 1,745 1,739 1,540 (3,934)
* CSW INVST, CSW UK and SBRD converted at 1.00 pound= 1.5496
</TABLE>
<PAGE> 73
CSW INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
(MILLIONS) ELIM,
CSWI CSW CSW RCLSS &
CON CSWI CSWI II CSWI II INVST* UK* SBRD * RND
<S> <C> <C> <C> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income 6 (3) 10 0 6 (6) 19 (20)
Non-cash items included in net income
Depreciation and amortization 7 0 3 0 0 0 4 0
Deferred income taxes, investment tax
credits 1 0 1 0 0 0 0 0
Mirror CWIP liability amortization 0 0 0 0 0 0 0 0
Restructuring charges 0 0 0 0 0 0 0 0
Regulatory asset for previously incurred
restructuring charges 0 0 0 0 0 0 0 0
Charge for terminated El Paso Electric
merger 0 0 0 0 0 0 0 0
AFUDC-equity 0 0 0 0 0 0 0 0
Changes in assets and liabilities 0 0 0 0 0 0 0 0
Accounts receivable 0 (742) 0 0 (736) 0 0 1,478
Unrecovered fuel costs 0 0 0 0 0 0 0 0
Accounts payable 748 748 742 0 0 736 0 (1,478)
Accrued taxes (2) (2) 0 0 0 0 0 0
Accrued restructuring charges 0 0 0 0 0 0 0 0
Other (29) (1) (25) 0 (1) 1 (23) 20
Undistributed earnings 0 0 0 0 0 0 0 0
731 0 731 0 (731) 731 0 0
INVESTING ACTIVITIES
Construction expenditures 0 0 0 0 0 0 0 0
Acquisition expenditures (731) 0 (731) 0 0 (731) 0 731
Non-affiliated accounts receivable
purchases 0 0 0 0 0 0 0 0
CSW Energy projects 0 0 0 0 0 0 0 0
AFUDC-borrowed 0 0 0 0 0 0 0 0
Other 316 0 0 0 0 0 316 0
(415) 0 (731) 0 0 (731) 316 731
FINANCING ACTIVITIES
Common stock sold 0 0 0 0 0 0 0 0
Proceeds from issuance of long-term debt 0 0 0 0 0 0 0 0
Retirement of long-term debt 0 0 0 0 0 0 0 0
Reacquisition of long-term debt 0 0 0 0 0 0 0 0
Redemption of preferred stock 0 0 0 0 0 0 0 0
Change in short-term debt 0 0 0 0 0 0 0 0
Payment of dividends 0 0 0 0 0 0 0 0
Capital contribution 0 0 0 0 731 0 0 (731)
0 0 0 0 731 0 0 (731)
Net change in cash and cash equivalents 316 0 0 0 0 0 316 0
Cash and cash equivalents at beginning of 0 0 0 0 0 0 0 0
316 0 0 0 0 0 316 0
</TABLE>
<PAGE> 74
CSW INTERNATIONAL, INC. (CSWI) AND SUBSIDIARIES CONSOLIDATING STATEMENT OF
RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
(MILLIONS) ELIM,
CSWI CSW CSW SBRD RCLSS &
CON CSWI CSWI II CSWI III INVST* UK* CON* RND
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Retained earnings at beginning of period 0 (1) 0 0 0 0 649 (648)
Net income for common stock 6 (3) 10 0 6 (6) 19 (20)
Common stock dividends 0 0 0 0 0 0 0 0
Retained earnings at end of year 6 (4) 10 0 6 (6) 668 (668)
</TABLE
<PAGE> 75
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS. (continued)
EXHIBITS
Exhibit A Annual Reports Incorporated by Reference
The annual reports for CSW (File No. 1-1443), CPL
(File No. 0-346), PSO (File No. 0-343), SWEPCO (File
No. 1-3146), and WTU (File No. 0-340) are
incorporated herein by reference to their combined
annual report on Form 10-K ("Combined Form 10-K") for
the year ended December 31, 1995.
Exhibit B
CSW
B-1.1 Second Restated Certificate of Incorporation
of the Corporation (incorporated herein by reference
to Exhibit 3(a) to the 1990 CSW annual report on Form
10-K File No. 1-1443).
B-1.2 Certificate of Amendment to Second Restated
Certificate of Incorporation of the Corporation
(incorporated herein by reference to Item 10, Exhibit
B-1.2 to the 1993 CSW annual report on Form U5S).
B-1.3 By-laws, as amended, of the Corporation
(incorporated by reference to Exhibit 3(b) to the
1990 CSW annual report on Form 10-K File No. 1-1443).
CPL
B-2.1 Restated Articles of Incorporation, as
amended, of CPL (incorporated herein by reference to
Exhibit 4(a) to CPL's Registration Statement No. 33-
4897, Exhibits 5 and 7 to Form U-1 File No. 70-7171,
Exhibits 5, 8.1, 8.2 and 19 to Form U-1 File No. 70-
7472 and CPL's Form 10-Q for the quarterly period
ended September 30, 1992, Item 6, Exhibit 1).
B-2.2 By-laws of CPL, as amended (incorporated
herein by reference to Exhibit 3(b)(2) to the 1994
Combined Form 10-K File No. 0-346).
PSO
B-3.1 Restated Certificate of Incorporation of PSO
(incorporated herein by reference to Exhibit 3 to
PSO's 1987 Form 10-K File No. 0-343).
B-3.2 By-Laws of PSO, as amended (incorporated herein by
reference to Exhibit 3(c)(2) to the 1994
Combined Form 10-K File No. 0-343).
<PAGE> 76
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS. (continued)
SWEPCO
B-4.1 Restated Certificate of Incorporation, as
amended of SWEPCO (incorporated herein by reference
to Exhibit 3 to SWEPCO's 1980 Form 10-K File No. 1-
3146, Exhibit 2 to Form U-1 File No. 70-6819, Exhibit
3 to Form U-1 File No. 70-6924 and Exhibit 4 to Form
U-1 File No. 70-7360).
B-4.2 By-laws of SWEPCO, as amended (incorporated
herein by reference to Exhibit 3(d)(2) to the 1994
Combined Form 10-K File No. 1-3146).
WTU
B-5.1 Restated Articles of Incorporation, as amended of WTU
(incorporated herein by reference to Exhibit 3(e)(1) to
the 1994 Combined Form 10-K File No. 0-340).
B-5.2 By-laws of WTU, as amended (incorporated herein by
reference to Exhibit 3(e)(2) to the 1994 Combined Form 10-
K File No. 0-340).
TRANSOK
B-6.1 Articles of Incorporation (incorporated herein by
reference to Item 9, Exhibit B-6.1 of the 1986 Central and
South West Corporation annual report on Form U5S).
B-6.2 By-laws (incorporated herein by reference to Item
9, Exhibit B-6.2 of the 1986 Central and South West
Corporation annual report on Form U5S).
CSWS
B-7.1 Articles of Amendment to the Articles of
Incorporation (incorporated herein by reference to Item
9, Exhibit B-7.1 of the 1987 Central and South West
Corporation annual report on Form U5S).
B-7.2 By-laws, as amended of CSWS (incorporated herein
by reference to Item 10, Exhibit B-7.2 of the 1993 Central
and South West Corporation annual report on Form U5S).
CSWE
B-8.1 Articles of Amendment to the Articles of
Incorporation (incorporated herein by reference to Item 9,
Exhibit B-9.1 of the 1987 Central and South West
Corporation annual report on Form U5S).
B-8.2 By-laws (incorporated herein by reference to Item
9, Exhibit B-9.2 of the 1987 Central and South West
Corporation annual report on Form U5S).
<PAGE> 77
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS. (continued)
CSWL
B-9.1 Articles of Incorporation (incorporated herein by
reference to Item 9, Part VI of the 1984 Central and South
West Corporation annual report on Form U5S).
B-9.2 By-laws (incorporated herein by reference to Item
9, Part VI of the 1983 Central and South West Corporation
annual report on Form U5S).
CREDIT
B-10.1 Articles of Incorporation (incorporated herein by
reference to Item 9, Part VI of the 1985 Central and South
West Corporation annual report on Form U5S).
B-10.2 By-laws (incorporated herein by reference to Item 9,
Exhibit B-11.2 of the 1987 Central and South West
Corporation annual report on Form U5S).
COMM
B-11.1 Certificate of Incorporation, (incorporated herein by
reference to Item 10, Exhibit B-11.1 of the 1994 Central
and South West Corporation annual report on Form U5S).
B-11.2 By-laws, (incorporated herein by reference to Item 10,
Exhibit B-11.2 of the 1994 Central and South West
Corporation annual report on Form U5S).
CSWI
B-12.1 Certificate of Incorporation, (incorporated herein by
reference to Item 10, Exhibit B-12.1 of the 1995 Central
and South West Corporation annual report on Form U5S).
B-12.2 By-laws, (incorporated herein by reference to Item 10,
Exhibit B-12.2 of the 1995 Central and South
West Corporation annual report on Form U5S).
ENERSHOP
B-13.1 Certificate of Incorporation, effective September 11,
1995 - filed herewith.
B-13.2 By-laws, effective September 11, 1995 - filed
herewith.
SEEBOARD plc
B-14.1 Articles of Association, effective July 18, 1995 -
filed herewith.
B-14.2 Memorandum of Association, effective March 9, 1989 -
filed herewith.
<PAGE> 78
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS. (continued)
Exhibit C
CPL
C-1.1
Indenture of Mortgage or Deed of Trust dated November
1, 1943, executed by CPL to The First National Bank of
Chicago and Robert L. Grinnell, as Trustee, as amended
through October 1, 1977 (incorporated herein by
reference to Exhibit 5.01 in File No. 2-60712), and the
Supplemental Indentures of CPL dated September 1, 1978
(incorporated herein by reference to Exhibit 2.02 in
File No. 2-62271) and December 15, 1984, July 1, 1985,
May 1, 1986 and November 1, 1987 (incorporated herein
by reference to Exhibit 17 to Form U-1, File No. 70-
7003, Exhibit 4 (b) in File No. 2-98944, Exhibit 4 to
Form U-1, File No. 70-7236 and Exhibit 4 to Form U-1,
File No. 70-7249) and June 1, 1988, December 1, 1989,
March 1, 1990, October 1, 1992, December 1, 1992,
February 1, 1993, April 1, 1993, May 1, 1994 and July
1, 1995 (incorporated herein by reference to Exhibit 2
to Form U-1, File No. 70-7520, Exhibit 3 to Form U-1,
File No. 70-7721, Exhibit 10 to Form U-1, File No. 70-
7725 and Exhibit 10 (a), 10 (b), 10 (c), 10 (d), 10(e)
and 10(f), respectively, to Form U-1, File No. 70-
8053).
PSO
C-2.1 Indenture dated July 1, 1945, as amended, of PSO
(incorporated herein by reference to Exhibit
5.03 in Registration No. 2-60712), the
Supplemental Indenture of PSO dated June 1, 1979
(incorporated herein by reference to Exhibit 2.02 in
Registration No. 2-64432), the Supplemental Indenture
of PSO dated December 1, 1979 (incorporated herein by
reference to Exhibit 2.02 in Registration No. 2-65871),
the Supplemental Indenture of PSO dated March 1, 1983
(incorporated herein by reference to Exhibit 2 to Form
U-1, File No. 70-6822), the Supplemental Indenture of
PSO dated May 1, 1986 (incorporated herein by reference
to Exhibit 3 to Form U-1, File No. 70-7234), the
Supplemental Indenture of PSO dated July 1, 1992
(incorporated herein by reference to Exhibit 4 (b) to
Form S-3, File No. 33-48650), the Supplemental
Indenture of PSO dated December 1, 1992 (incorporated
herein by reference to Exhibit 4 (c) to Form S-3, File
No. 33-49143), the Supplemental Indenture of PSO dated
April 1, 1993 (incorporated herein by reference to
Exhibit 4 (b) to Form S-3, File No. 33-49575),
Supplemental Indenture of PSO dated June 1, 1993
(incorporated herein by reference to Exhibit 4 (b) to
PSO's 1993 Form 10-K, File No. 0-343) and Supplemental
Indenture dated as of February 1, 1996 (incorporated
herein by reference to Exhibit 4.03 to PSO's Form 8-K
dated March 4, 1996, File No. 0-343). Indenture dated
as of February 1, 1996 of PSO (incorporated herein by
reference to Exhibit 4.01 to PSO's Form 8-K dated March
4, 1996, File No. 0-343) and First Supplemental
Indenture dated as of February 1, 1996 of PSO
(incorporated herein by reference to Exhibit 4.02 to
PSO's Form 8-K dated March 4, 1996, File No. 0-343).
<PAGE> 79
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS. (continued)
SWEPCO
C-3.1
Indenture dated February 1, 1940, as amended through
November 1, 1976, of SWEPCO (incorporated herein by
reference to Exhibit 5.04 in Registration No. 2-60712),
the Supplemental Indenture dated August 1, 1978
incorporated herein by reference to Exhibit 2.02 in
Registration No. 2-61943), the Supplemental Indenture
dated January 1, 1980 (incorporated herein by reference
to Exhibit 2.02 in Registration No. 2-66033), the
Supplemental Indenture dated April 1, 1981
(incorporated herein by reference to Exhibit 2.02 in
Registration No. 2-71126), the Supplemental Indenture
dated May 1, 1982 (incorporated herein by reference to
Exhibit 2.02 in Registration No. 2-77165), the
Supplemental Indenture dated August 1, 1985
(incorporated herein by reference to Exhibit 4 to Form
U-1, File No. 70-7121), the Supplemental Indenture
dated May 1, 1986 (incorporated herein by reference to
Exhibit 3 to Form U-1 File No. 70-7233), the
Supplemental Indenture dated November 1, 1989
(incorporated herein by reference to Exhibit 3 to Form
U-1, File No. 70-7676), the Supplemental Indenture
dated June 1, 1992 (incorporated herein by reference to
Exhibit 10 to Form U-1, File No. 70-7934), the
Supplemental Indenture dated September 1, 1992
(incorporated herein by reference to Exhibit 10 (b) to
Form U-1, File No. 72-8041), the Supplemental Indenture
dated July 1, 1993 (incorporated herein by reference to
Exhibit 10 (c) to Form U-1, File No. 70-8041) and the
Supplemental Indenture dated October 1, 1993
(incorporated herein by reference to Exhibit 10 (a) to
Form U-1, File No. 70-8239).
WTU
C-4.1
Indenture dated August 1, 1943, as amended through July
1, 1973 (incorporated herein by reference to Exhibit
5.05 in File No. 2-60712), Supplemental Indenture dated
May 1, 1979 (incorporated herein by reference to
Exhibit No. 2.02 in File No. 2-63931), Supplemental
Indenture dated November 15, 1981 (incorporated herein
by reference to Exhibit No. 4.02 in File No. 2-74408),
Supplemental Indenture dated November 1, 1983
(incorporated herein by reference to Exhibit 12 to Form
U-1, File No. 70-6820), Supplemental Indenture dated
April 15, 1985 (incorporated herein by reference to
Amended Exhibit 13 to Form U-1, File No. 70-6925),
Supplemental Indenture dated August 1, 1985
(incorporated herein by reference to Exhibit 4 (b) in
File No. 2-98843), Supplemental Indenture dated May 1,
1986 (incorporated herein by reference to Exhibit 4 to
Form U-1, File No. 70-7237), Supplemental Indenture
dated December 1, 1989 (incorporated herein by
reference to Exhibit 3 to Form U-1, in File No. 70-
7719), Supplemental Indenture dated June 1, 1992
(incorporated herein by reference to Exhibit 10 to Form
U-1, File No. 70-7936), Supplemental Indenture dated
October 1, 1992 (incorporated herein by reference to
Exhibit 10 to Form U-1, File No. 70-8057), Supplemental
Indenture dated February 1, 1994 (incorporated herein
by reference to Exhibit 10-Form U-1, File No. 70-8265),
Supplemental Indenture dated March 1, 1995
(incorporated herein by reference to Exhibit 10(b) to
Form U-1, File No. 70-8057) and Supplemental Indenture
dated October 1, 1995 (incorporated herein by reference
to Exhibit 10(c) to Form U-1, File No. 70-8057).
<PAGE> 80
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS. (continued)
Exhibit D
D-1 Tax allocation agreement - filed herewith.
Exhibit E
E-1 SWEPCO Statement of Environmental Laboratory Services
for the year ended December 31,1995 - filed herewith.
Exhibit F
F-1 Item 6. Part III. (a) and (b) - Compensation and Other
Related Information for the Officers and Directors of CSW,
CPL, PSO, SWEPCO, and WTU - filed herewith.
F-2 Detailed financial statements for certain subsidiaries
of CSW Energy, Inc. for the year ended December 31, 1995 -
filed pursuant to Section 22(b).
F-3 Detailed financial statements for SEEBOARD plc and
subsidiaries for the year ended December 31, 1995 - filed
pursuant to Section 22(b).
F-4 Financial statements of Ash Creek Mining Company
for the year ended December 31, 1995 - filed herewith.
F-5 Financial statements of the Arklahoma Corporation
for the fiscal year ended November 30, 1995 - filed
herewith.
Exhibit G Financial Data Schedules - filed herewith.
Exhibit H
H-1 Organizational charts for investment in foreign utility company-
filed herewith.
H-2 Organizational charts for investments in exempt wholesale
generators - filed herewith.
Exhibit I Audited Financial Statements of SEEBOARD plc for
the fiscal year ended March 31, 1995 - filed herewith.
Other Exhibits
0-1 Transok 1995 Cost of Service Study - filed herewith.
<PAGE> 81
S I G N A T U R E
Central and South West Corporation has duly caused this annual
report for the year ended December 31, 1995, to be signed on its
behalf by the undersigned thereunto duly authorized pursuant to the
requirements of the Public Utility Holding Company Act of 1935.
CENTRAL AND SOUTH WEST CORPORATION
Date: April 30, 1996 By Wendy G. Hargus
Controller
<PAGE> 82
S I G N A T U R E
Southwestern Electric Power Company has duly caused this annual
report for the year ended December 31, 1995, to be signed on its
behalf by the undersigned thereunto duly authorized pursuant to the
requirements of the Public Utility Holding Company Act of 1935.
SOUTHWESTERN ELECTRIC POWER COMPANY
Date: April 30, 1996 By R. Russell Davis
Controller
</TABLE>
CERTIFICATE OF INCORPORATION
OF
ENERSHOP INC.
I, the undersigned natural person acting as an incorporator
of a corporation (hereinafter, the "Corporation") under the
General Corporation Law of the State of Delaware, do hereby adopt
the following Certificate of Incorporation for the Corporation:
FIRST: The name of the Corporation is EnerShop Inc.
SECOND: The registered office of the Corporation in the
State of Delaware is located at Corporation Trust Center,
1209 Orange Street, in the City of Wilmington, County of New
Castle. The name of the registered agent of the Corporation at
such address is The Corporation Trust Company.
THIRD: The purpose for which the Corporation is organized
is to engage in any and all lawful acts and activity for which
corporations may be organized under the General Corporation Law
of Delaware. The Corporation will have perpetual existence.
FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is one thousand (1,000)
shares, par value $0.10 per share, designated Common Stock.
FIFTH: The name of the incorporator of the Corporation is
Jeffrey B. Hitt, and the mailing address of such incorporator is
1616 Woodall Rodgers Freeway, P.O. Box 660164, Dallas,
Texas 75266-0164.
SIXTH: Directors of the Corporation need not be elected by
written ballot unless the by-laws of the Corporation otherwise
provide.
SEVENTH: The directors of the Corporation shall have the
power to adopt, amend, and repeal the by-laws of the Corporation.
EIGHTH: Whenever a compromise or an arrangement is proposed
between the Corporation and its creditors or any class of them
and/or between the Corporation and its stockholders or any class
of them, any court of equitable jurisdiction within the State of
Delaware may, on application in a summary way of the Corporation
or of any creditor or stockholder thereof or on the application
of any receiver or receivers appointed for the Corporation under
the provisions of Section 291 of the Delaware General Corporation
Law, order a meeting of the creditors or class of creditors,
and/or the stockholders or class of stockholders of the
Corporation as the said court directs. If a majority in number
representing three fourths in value of the creditors or class of
creditors, and/or the stockholders or class of stockholders of
the Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of the Corporation as a
consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if
sanctioned by the court to which the said application has been
made, be binding on all stockholders or class of stockholders, of
the Corporation, as the case may be, and also on the Corporation.
NINTH: No contract or transaction between the Corporation
and one or more of its directors, officers, or stockholders or
between the Corporation and any person (as used herein "person"
means other corporation, partnership, association, firm, trust,
joint venture, political subdivision, or instrumentality) or
other organization in which one or more of its directors, offi
cers, or stockholders are directors, officers, or stockholders,
or have a financial interest, shall be void or voidable solely
for this reason, or solely because the director or officer is
present at or participates in the meeting of the board or
committee which authorizes the contract or transaction, or solely
because his, her, or their votes are counted for such purpose,
if: (i) the material facts as to his or her relationship or
interest and as to the contract or transaction are disclosed or
are known to the board of directors or the committee, and the
board of directors or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of
the disinterested directors, even though the disinterested
directors be less than a quorum; or (ii) the material facts as to
his or her relationship or interest and as to the contract or
transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders;
or (iii) the contract or transaction is fair as to the
Corporation as of the time it is authorized, approved, or
ratified by the board of directors, a committee thereof, or the
stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the board of
directors or of a committee which authorizes the contract or
transaction.
TENTH: A director of the Corporation shall not be
personally liable to the Corporation or its stockholders for mone
tary damages for breach of fiduciary duty as a director, except
for liability (i) for any breach of the director's duty of loyal
ty to the Corporation or its stockholders, (ii) for acts or omis
sions not in good faith or which involve intentional misconduct
or knowing violation of law, (iii) under Section 174 of the Dela
ware General Corporation Law, or (iv) for any transaction from
which the director derived an improper personal benefit. Any
repeal or amendment of this Article TENTH by the stockholders of
the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a
director of the Corporation arising from an act or omission
occurring prior to the time of such repeal or amendment. In
addition to the circumstances in which a director of the
Corporation is not personally liable as set forth in the
foregoing provisions of this Article TENTH, a director shall not
be liable to the Corporation or its stockholders to such further
extent as permitted by any law hereafter enacted, including
without limitation any subsequent amendment to the Delaware
General Corporation Law.
ELEVENTH: The Corporation expressly elects not to be
governed by Section 203 of the General Corporation Law of
Delaware.
I, the undersigned, for the purpose of forming the
Corporation under the laws of the State of Delaware, do make,
file, and record this Certificate of Incorporation and do certify
that this is my act and deed and that the facts stated herein are
true and, accordingly, I do hereunto set my hand on this 11th day
of September, 1995.
/s/ Jeffrey B. Hitt
Jeffrey B. Hitt, Incorporator
BY-LAWS
OF
ENERSHOP INC.
A Delaware Corporation
PREAMBLE
These by-laws are subject to, and governed by, the General
Corporation Law of the State of Delaware (the "Delaware General
Corporation Law") and the certificate of incorporation of
EnerShop Inc., a Delaware corporation (the "Corporation"). In
the event of a direct conflict between the provisions of these by-
laws and the mandatory provisions of the Delaware General
Corporation Law or the provisions of the certificate of
incorporation of the Corporation, such provisions of the Delaware
General Corporation Law or the certificate of incorporation of
the Corporation, as the case may be, will be controlling.
ARTICLE ONE: OFFICES
1.1 Registered Office and Agent. The registered office and
registered agent of the Corporation shall be as designated from
time to time by the appropriate filing by the Corporation in the
office of the Secretary of State of the State of Delaware.
1.2 Other Offices. The Corporation may also have offices
at such other places, both within and without the State of
Delaware, as the board of directors may from time to time
determine or as the business of the Corporation may require.
ARTICLE TWO: MEETINGS OF STOCKHOLDERS
2.1 Annual Meeting. An annual meeting of stockholders of
the Corporation shall be held each calendar year on such date and
at such time as shall be designated from time to time by the
board of directors and stated in the notice of the meeting or in
a duly executed waiver of notice of such meeting. At such
meeting, the stockholders shall elect directors and transact such
other business as may properly be brought before the meeting.
2.2 Special Meeting. A special meeting of the stockholders
may be called at any time by the Chairman of the Board or the
President or any Vice President and shall be called by the
Chairman of the Board, President or the Secretary when directed
to do so by resolution of the board of directors or at the
request in writing of directors representing a majority of the
whole board of directors. Any special meeting shall be held on
such date and at such time as shall be designated by the
person(s) calling the meeting and stated in the notice of the
meeting or in a duly executed waiver of notice of such meeting.
Only such business shall be transacted at a special meeting as
may be stated or indicated in the notice of such meeting or in a
duly executed waiver of notice of such meeting.
2.3 Place of Meetings. An annual meeting of stockholders
may be held at any place within or without the State of Delaware
designated by the board of directors. A special meeting of
stockholders may be held at any place within or without the State
of Delaware designated in the notice of the meeting or a duly
executed waiver of notice of such meeting. Meetings of
stockholders shall be held at the principal office of the
Corporation unless another place is designated for meetings in
the manner provided herein.
2.4 Notice. Written or printed notice stating the place,
day, and time of each meeting of the stockholders and, in case of
a special meeting, the purpose or purposes for which the meeting
is called shall be delivered not less than ten nor more than 60
days before the date of the meeting, either personally or by
mail, by or at the direction of the Chairman of the Board, the
President, the Secretary, or the officer or person(s) calling the
meeting, to each stockholder of record entitled to vote at such
meeting. If such notice is to be sent by mail, it shall be
directed to such stockholder at his address as it appears on the
records of the Corporation, unless he shall have filed with the
Secretary of the Corporation a written request that notices to
him be mailed to some other address, in which case it shall be
directed to him at such other address. Notice of any meeting of
stockholders shall not be required to be given to any stockholder
who shall attend such meeting in person or by proxy and shall
not, at the beginning of such meeting, object to the transaction
of any business because the meeting is not lawfully called or
convened, or who shall, either before or after the meeting,
submit a signed waiver of notice, in person or by proxy.
2.5 Voting List. At least ten days before each meeting of
stockholders, the Secretary or other officer of the Corporation
who has charge of the Corporation's stock ledger, either directly
or through another officer appointed by him or through a transfer
agent appointed by the board of directors, shall prepare a
complete list of stockholders entitled to vote thereat, arranged
in alphabetical order and showing the address of each stockholder
and number of shares registered in the name of each stockholder.
For a period of ten days prior to such meeting, such list shall
be kept on file at a place within the city where the meeting is
to be held, which place shall be specified in the notice of
meeting or a duly executed waiver of notice of such meeting or,
if not so specified, at the place where the meeting is to be held
and shall be open to examination by any stockholder during
ordinary business hours. Such list shall be produced at such
meeting and kept at the meeting at all times during such meeting
and may be inspected by any stockholder who is present.
2.6 Quorum. The holders of a majority of the outstanding
shares entitled to vote on a matter, present in person or by
proxy, shall constitute a quorum at any meeting of stockholders,
except as otherwise provided by law, the certificate of
incorporation of the Corporation, or these by-laws. If a quorum
shall not be present, in person or by proxy, at any meeting of
stockholders, the stockholders entitled to vote thereat who are
present, in person or by proxy, or, if no stockholder entitled to
vote is present, any officer of the Corporation may adjourn the
meeting from time to time, without notice other than announcement
at the meeting (unless the board of directors, after such
adjournment, fixes a new record date for the adjourned meeting),
until a quorum shall be present, in person or by proxy. At any
adjourned meeting at which a quorum shall be present, in person
or by proxy, any business may be transacted which may have been
transacted at the original meeting had a quorum been present;
provided that, if the adjournment is for more than 30 days or if
after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the
adjourned meeting.
2.7 Required Vote; Withdrawal of Quorum. When a quorum is
present at any meeting, the vote of the holders of at least a
majority of the outstanding shares entitled to vote who are
present, in person or by proxy, shall decide any question brought
before such meeting, unless the question is one on which, by
express provision of statute, the certificate of incorporation of
the Corporation, or these by-laws, a different vote is required,
in which case such express provision shall govern and control the
decision of such question. The stockholders present at a duly
constituted meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
2.8 Method of Voting; Proxies. Except as otherwise
provided in the certificate of incorporation of the Corporation
or by law, each outstanding share, regardless of class, shall be
entitled to one vote on each matter submitted to a vote at a
meeting of stockholders. Elections of directors need not be by
written ballot. At any meeting of stockholders, every
stockholder having the right to vote may vote either in person or
by a proxy executed in writing by the stockholder or by his duly
authorized attorney-in-fact. Each such proxy shall be filed with
the Secretary of the Corporation before or at the time of the
meeting. No proxy shall be valid after three years from the date
of its execution, unless otherwise provided in the proxy. If no
date is stated in a proxy, such proxy shall be presumed to have
been executed on the date of the meeting at which it is to be
voted. Each proxy shall be revocable unless expressly provided
therein to be irrevocable and coupled with an interest sufficient
in law to support an irrevocable power or unless otherwise made
irrevocable by law.
2.9 Record Date. (a) For the purpose of determining
stockholders entitled to notice of or to vote at any meeting of
stockholders, or any adjournment thereof, or entitled to receive
payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any
change, conversion, or exchange of stock or for the purpose of
any other lawful action, the board of directors may fix a record
date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the board of
directors, for any such determination of stockholders, such date
in any case to be not more than 60 days and not less than ten
days prior to such meeting nor more than 60 days prior to any
other action. If no record date is fixed:
(i) The record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at
the close of business on the day next preceding the day on which
notice is given or, if notice is waived, at the close of business
on the day next preceding the day on which the meeting is held.
(ii) The record date for determining stockholders for any
other purpose shall be at the close of business on the day on which
the board of directors adopts the resolution relating thereto.
(iii) A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders
shall apply to any adjournment of the meeting; provided, however,
that the board of directors may fix a new record date for the
adjourned meeting.
(b) In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing
without a meeting, the board of directors may fix a record date,
which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the board of
directors, and which date shall not be more than ten days after
the date upon which the resolution fixing the record date is
adopted by the board of directors. If no record date has been
fixed by the board of directors, the record date for determining
stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the board of directors
is required by law or these by-laws, shall be the first date on
which a signed written consent setting forth the action taken or
proposed to be taken is delivered to the Corporation by delivery
to its registered office in the State of Delaware, its principal
place of business, or an officer or agent of the Corporation
having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the Corporation's
registered office in the State of Delaware, principal place of
business, or such officer or agent shall be by hand or by
certified or registered mail, return receipt requested. If no
record date has been fixed by the board of directors and prior
action by the board of directors is required by law or these by-
laws, the record date for determining stockholders entitled to
consent to corporate action in writing without a meeting shall be
at the close of business on the day on which the board of
directors adopts the resolution taking such prior action.
2.10 Conduct of Meeting. The Chairman of the Board, if such
office has been filled, and, if not or if the Chairman of the
Board is absent or otherwise unable to act, the President shall
preside at all meetings of stockholders. The Secretary shall
keep the records of each meeting of stockholders. In the absence
or inability to act of any such officer, such officer's duties
shall be performed by the officer given the authority to act for
such absent or non-acting officer under these by-laws or by some
person appointed by the meeting.
2.11 Inspectors. The board of directors may, in advance of
any meeting of stockholders, appoint one or more inspectors to
act at such meeting or any adjournment thereof. If any of the
inspectors so appointed shall fail to appear or act, the chairman
of the meeting shall, or if inspectors shall not have been
appointed, the chairman of the meeting may, appoint one or more
inspectors. Each inspector, before entering upon the discharge
of his duties, shall take and sign an oath faithfully to execute
the duties of inspector at such meeting with strict impartiality
and according to the best of his ability. The inspectors shall
determine the number of shares of capital stock of the
Corporation outstanding and the voting power of each, the number
of shares represented at the meeting, the existence of a quorum,
and the validity and effect of proxies and shall receive votes,
ballots, or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and
tabulate all votes, ballots, or consents, determine the results,
and do such acts as are proper to conduct the election or vote
with fairness to all stockholders. On request of the chairman of
the meeting, the inspectors shall make a report in writing of any
challenge, request, or matter determined by them and shall
execute a certificate of any fact found by them. No director or
candidate for the office of director shall act as an inspector of
an election of directors. Inspectors need not be stockholders.
ARTICLE THREE: DIRECTORS
3.1 Management. The business and property of the
Corporation shall be managed by the board of directors. Subject
to the restrictions imposed by law, the certificate of
incorporation of the Corporation, or these by-laws, the board of
directors may exercise all the powers of the Corporation.
3.2 Number; Qualification; Election; Term. The number of
directors which shall constitute the entire board of directors
shall be not less than one. The first board of directors shall
consist of the number of directors named in the certificate of
incorporation of the Corporation or, if no directors are so
named, shall consist of the number of directors elected by the
incorporator(s) at an organizational meeting or by unanimous
written consent in lieu thereof. Thereafter, within the limits
above specified, the number of directors which shall constitute
the entire board of directors shall be determined by resolution
of the board of directors or by resolution of the stockholders at
the annual meeting thereof or at a special meeting thereof called
for that purpose. Except as otherwise required by law, the
certificate of incorporation of the Corporation, or these by-
laws, the directors shall be elected at an annual meeting of
stockholders at which a quorum is present. Directors shall be
elected by a plurality of the votes of the shares present in
person or represented by proxy and entitled to vote on the
election of directors. Each director so chosen shall hold office
until the first annual meeting of stockholders held after his
election and until his successor is elected and qualified or, if
earlier, until his death, resignation, or removal from office.
None of the directors need be a stockholder of the Corporation or
a resident of the State of Delaware. Each director must have
attained the age of majority.
3.3 Change in Number. No decrease in the number of
directors constituting the entire board of directors shall have
the effect of shortening the term of any incumbent director.
3.4 Removal. Except as otherwise provided in the
certificate of incorporation of the Corporation or these by-laws,
at any meeting of stockholders called expressly for that purpose,
any director or the entire board of directors may be removed,
with or without cause, by a vote of the holders of a majority of
the shares then entitled to vote on the election of directors;
provided, however, that so long as stockholders have the right to
cumulate votes in the election of directors pursuant to the
certificate of incorporation of the Corporation, if less than the
entire board of directors is to be removed, no one of the
directors may be removed if the votes cast against his removal
would be sufficient to elect him if then cumulatively voted at an
election of the entire board of directors.
3.5 Vacancies. Vacancies and newly-created directorships
resulting from any increase in the authorized number of directors
may be filled by a majority of the directors then in office,
though less than a quorum, or by the sole remaining director, and
each director so chosen shall hold office until the first annual
meeting of stockholders held after his election and until his
successor is elected and qualified or, if earlier, until his
death, resignation, or removal from office. If there are no
directors in office, an election of directors may be held in the
manner provided by statute. If, at the time of filling any
vacancy or any newly-created directorship, the directors then in
office shall constitute less than a majority of the whole board
of directors (as constituted immediately prior to any such
increase), the Court of Chancery may, upon application of any
stockholder or stockholders holding at least 10% of the total
number of the shares at the time outstanding having the right to
vote for such directors, summarily order an election to be held
to fill any such vacancies or newly-created directorships or to
replace the directors chosen by the directors then in office.
Except as otherwise provided in these by-laws, when one or more
directors shall resign from the board of directors, effective at
a future date, a majority of the directors then in office,
including those who have so resigned, shall have the power to
fill such vacancy or vacancies, the vote thereon to take effect
when such resignation or resignations shall become effective, and
each director so chosen shall hold office as provided in these by-
laws with respect to the filling of other vacancies.
3.6 Meetings of Directors. The directors may hold their
meetings and may have an office and keep the books of the
Corporation, except as otherwise provided by statute, in such
place or places within or without the State of Delaware as the
board of directors may from time to time determine or as shall be
specified in the notice of such meeting or duly executed waiver
of notice of such meeting.
3.7 First Meeting. Each newly elected board of directors
may hold its first meeting for the purpose of organization and
the transaction of business, if a quorum is present, immediately
after and at the same place as the annual meeting of
stockholders, and no notice of such meeting shall be necessary.
3.8 Election of Officers. At the first meeting of the
board of directors after each annual meeting of stockholders at
which a quorum shall be present, the board of directors shall
elect the officers of the Corporation.
3.9 Regular Meetings. Regular meetings of the board of
directors shall be held at such times and places as shall be
designated from time to time by resolution of the board of
directors. Notice of such regular meetings shall not be
required.
3.10 Special Meetings. Special meetings of the board of
directors shall be held whenever called by the Chairman of the
Board, the President, or any director.
3.11 Notice. The Secretary shall give notice of each
special meeting to each director at least 24 hours before the
meeting. Notice of any such meeting need not be given to any
director who shall, either before or after the meeting, submit a
signed waiver of notice or who shall attend such meeting without
protesting, prior to or at its commencement, the lack of notice
to him. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the board of
directors need be specified in the notice or waiver of notice of
such meeting.
3.12 Quorum; Majority Vote. At all meetings of the board of
directors, a majority of the directors fixed in the manner
provided in these by-laws shall constitute a quorum for the
transaction of business. If at any meeting of the board of
directors there be less than a quorum present, a majority of
those present or any director solely present may adjourn the
meeting from time to time without further notice. Unless the act
of a greater number is required by law, the certificate of
incorporation of the Corporation, or these by-laws, the act of a
majority of the directors present at a meeting at which a quorum
is in attendance shall be the act of the board of directors. At
any time that the certificate of incorporation of the Corporation
provides that directors elected by the holders of a class or
series of stock shall have more or less than one vote per
director on any matter, every reference in these by-laws to a
majority or other proportion of directors shall refer to a
majority or other proportion of the votes of such directors.
3.13 Procedure. At meetings of the board of directors,
business shall be transacted in such order as from time to time
the board of directors may determine. The Chairman of the Board,
if such office has been filled, and, if not or if the Chairman of
the Board is absent or otherwise unable to act, the President
shall preside at all meetings of the board of directors. In the
absence or inability to act of either such officer, a chairman
shall be chosen by the board of directors from among the
directors present. The Secretary of the Corporation shall act as
the secretary of each meeting of the board of directors unless
the board of directors appoints another person to act as
secretary of the meeting. The board of directors shall keep
regular minutes of its proceedings which shall be placed in the
minute book of the Corporation.
3.14 Presumption of Assent. A director of the Corporation
who is present at the meeting of the board of directors at which
action on any corporate matter is taken shall be presumed to have
assented to the action unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as secretary of the
meeting before the adjournment thereof or shall forward any
dissent by certified or registered mail to the Secretary of the
Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in
favor of such action.
3.15 Compensation. The board of directors shall have the
authority to fix the compensation, including fees and
reimbursement of expenses, paid to directors for attendance at
regular or special meetings of the board of directors or any
committee thereof; provided, that nothing contained herein shall
be construed to preclude any director from serving the
Corporation in any other capacity or receiving compensation
therefor.
ARTICLE FOUR: COMMITTEES
4.1 Designation. The board of directors may, by resolution
adopted by a majority of the entire board of directors, designate
one or more committees.
4.2 Number; Qualification; Term. Each committee shall
consist of one or more directors appointed by resolution adopted
by a majority of the entire board of directors. The number of
committee members may be increased or decreased from time to time
by resolution adopted by a majority of the entire board of
directors. Each committee member shall serve as such until the
earliest of (i) the expiration of his term as director, (ii) his
resignation as a committee member or as a director, or (iii) his
removal as a committee member or as a director.
4.3 Authority. Each committee, to the extent expressly
provided in the resolution establishing such committee, shall
have and may exercise all of the authority of the board of
directors in the management of the business and property of the
Corporation except to the extent expressly restricted by law, the
certificate of incorporation of the Corporation, or these by-
laws.
4.4 Committee Changes. The board of directors shall have
the power at any time to fill vacancies in, to change the
membership of, and to discharge any committee.
4.5 Alternate Members of Committees. The board of
directors may designate one or more directors as alternate
members of any committee. Any such alternate member may replace
any absent or disqualified member at any meeting of the
committee. If no alternate committee members have been so
appointed to a committee or each such alternate committee member
is absent or disqualified, the member or members of such
committee present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the board of directors to
act at the meeting in the place of any such absent or
disqualified member.
4.6 Regular Meetings. Regular meetings of any committee
may be held without notice at such time and place as may be
designated from time to time by the committee and communicated to
all members thereof.
4.7 Special Meetings. Special meetings of any committee
may be held whenever called by any committee member. The
committee member calling any special meeting shall cause notice
of such special meeting, including therein the time and place of
such special meeting, to be given to each committee member at
least two days before such special meeting. Neither the business
to be transacted at, nor the purpose of, any special meeting of
any committee need be specified in the notice or waiver of notice
of any special meeting.
4.8 Quorum; Majority Vote. At meetings of any committee, a
majority of the number of members designated by the board of
directors shall constitute a quorum for the transaction of
business. If a quorum is not present at a meeting of any
committee, a majority of the members present may adjourn the
meeting from time to time, without notice other than an
announcement at the meeting, until a quorum is present. The act
of a majority of the members present at any meeting at which a
quorum is in attendance shall be the act of a committee, unless
the act of a greater number is required by law, the certificate
of incorporation of the Corporation, or these by-laws.
4.9 Minutes. Each committee shall cause minutes of its
proceedings to be prepared and shall report the same to the board
of directors upon the request of the board of directors. The
minutes of the proceedings of each committee shall be delivered
to the Secretary of the Corporation for placement in the minute
books of the Corporation.
4.10 Compensation. Committee members may, by resolution of
the board of directors, be allowed a fixed sum and expenses of
attendance, if any, for attending any committee meetings or a
stated salary.
4.11 Responsibility. The designation of any committee and
the delegation of authority to it shall not operate to relieve
the board of directors or any director of any responsibility
imposed upon it or such director by law.
ARTICLE FIVE: NOTICE
5.1 Method. Whenever by statute, the certificate of
incorporation of the Corporation, or these by-laws, notice is
required to be given to any committee member, director, or
stockholder and no provision is made as to how such notice shall
be given, personal notice shall not be required and any such
notice may be given (a) in writing, by mail, postage prepaid,
addressed to such committee member, director, or stockholder at
his address as it appears on the books or (in the case of a
stockholder) the stock transfer records of the Corporation, or
(b) by any other method permitted by law (including but not
limited to overnight courier service, telegram, telex, or
telefax). Any notice required or permitted to be given by mail
shall be deemed to be delivered and given at the time when the
same is deposited in the United States mail as aforesaid. Any
notice required or permitted to be given by overnight courier
service shall be deemed to be delivered and given at the time
delivered to such service with all charges prepaid and addressed
as aforesaid. Any notice required or permitted to be given by
telegram, telex, or telefax shall be deemed to be delivered and
given at the time transmitted with all charges prepaid and
addressed as aforesaid.
5.2 Waiver. Whenever any notice is required to be given to
any stockholder, director, or committee member of the Corporation
by statute, the certificate of incorporation of the Corporation,
or these by-laws, a waiver thereof in writing signed by the
person or persons entitled to such notice, whether before or
after the time stated therein, shall be equivalent to the giving
of such notice. Attendance of a stockholder, director, or
committee member at a meeting shall constitute a waiver of notice
of such meeting, except where such person attends for the express
purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.
ARTICLE SIX: OFFICERS
6.1 Number; Titles; Term of Office. The officers of the
Corporation shall be a President, a Secretary, and such other
officers as the board of directors may from time to time elect or
appoint, including a Chairman of the Board, one or more Vice
Presidents (with each Vice President to have such descriptive
title, if any, as the board of directors shall determine), and a
Treasurer. Each officer shall hold office until his successor
shall have been duly elected and shall have qualified, until his
death, or until he shall resign or shall have been removed in the
manner hereinafter provided. Any two or more offices may be held
by the same person. None of the officers need be a stockholder
or a director of the Corporation or a resident of the State of
Delaware.
6.2 Removal. Any officer or agent elected or appointed by
the board of directors may be removed by the board of directors
whenever in its judgment the best interest of the Corporation
will be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so
removed. Election or appointment of an officer or agent shall
not of itself create contract rights.
6.3 Vacancies. Any vacancy occurring in any office of the
Corporation (by death, resignation, removal, or otherwise) may be
filled by the board of directors.
6.4 Authority. Officers shall have such authority and
perform such duties in the management of the Corporation as are
provided in these by-laws or as may be determined by resolution
of the board of directors not inconsistent with these by-laws.
6.5 Compensation. The compensation, if any, of officers
and agents shall be fixed from time to time by the board of
directors; provided, however, that the board of directors may
delegate the power to determine the compensation of any officer
and agent (other than the officer to whom such power is
delegated) to the Chairman of the Board or the President.
6.6 Chairman of the Board. The Chairman of the Board, if
elected by the board of directors, shall have such powers and
duties as may be prescribed by the board of directors. Such
officer shall preside at all meetings of the stockholders and of
the board of directors. Such officer may sign all certificates
for shares of stock of the Corporation.
6.7 President. The President shall be the chief executive
officer of the Corporation and, subject to the board of
directors, he shall have general executive charge, management,
and control of the properties and operations of the Corporation
in the ordinary course of its business, with all such powers with
respect to such properties and operations as may be reasonably
incident to such responsibilities. If the board of directors has
not elected a Chairman of the Board or in the absence or
inability to act of the Chairman of the Board, the President
shall exercise all of the powers and discharge all of the duties
of the Chairman of the Board. As between the Corporation and
third parties, any action taken by the President in the
performance of the duties of the Chairman of the Board shall be
conclusive evidence that there is no Chairman of the Board or
that the Chairman of the Board is absent or unable to act.
6.8 Vice Presidents. Each Vice President shall have such
powers and duties as may be assigned to him by the board of
directors, the Chairman of the Board, or the President, and (in
order of their seniority as determined by the board of directors
or, in the absence of such determination, as determined by the
length of time they have held the office of Vice President) shall
exercise the powers of the President during that officer's
absence or inability to act. As between the Corporation and
third parties, any action taken by a Vice President in the
performance of the duties of the President shall be conclusive
evidence of the absence or inability to act of the President at
the time such action was taken.
6.9 Treasurer. The Treasurer shall have custody of the
Corporation's funds and securities, shall keep full and accurate
account of receipts and disbursements, shall deposit all monies
and valuable effects in the name and to the credit of the
Corporation in such depository or depositories as may be
designated by the board of directors, and shall perform such
other duties as may be prescribed by the board of directors, the
Chairman of the Board, or the President.
6.10 Assistant Treasurers. Each Assistant Treasurer shall
have such powers and duties as may be assigned to him by the
board of directors, the Chairman of the Board, or the President.
The Assistant Treasurers (in the order of their seniority as
determined by the board of directors or, in the absence of such a
determination, as determined by the length of time they have held
the office of Assistant Treasurer) shall exercise the powers of
the Treasurer during that officer's absence or inability to act.
6.11 Secretary. Except as otherwise provided in these by-
laws, the Secretary shall keep the minutes of all meetings of the
board of directors and of the stockholders in books provided for
that purpose, and he shall attend to the giving and service of
all notices. He may sign with the Chairman of the Board or the
President, in the name of the Corporation, all contracts of the
Corporation and affix the seal of the Corporation thereto. He
may sign with the Chairman of the Board or the President all
certificates for shares of stock of the Corporation, and he shall
have charge of the certificate books, transfer books, and stock
papers as the board of directors may direct, all of which shall
at all reasonable times be open to inspection by any director
upon application at the office of the Corporation during business
hours. He shall in general perform all duties incident to the
office of the Secretary, subject to the control of the board of
directors, the Chairman of the Board, and the President.
6.12 Assistant Secretaries. Each Assistant Secretary shall
have such powers and duties as may be assigned to him by the
board of directors, the Chairman of the Board, or the President.
The Assistant Secretaries (in the order of their seniority as
determined by the board of directors or, in the absence of such a
determination, as determined by the length of time they have held
the office of Assistant Secretary) shall exercise the powers of
the Secretary during that officer's absence or inability to act.
ARTICLE SEVEN: CERTIFICATES AND SHAREHOLDERS
7.1 Certificates for Shares. Certificates for shares of
stock of the Corporation shall be in such form as shall be
approved by the board of directors. The certificates shall be
signed by the Chairman of the Board or the President or a Vice
President and also by the Secretary or an Assistant Secretary or
by the Treasurer or an Assistant Treasurer. Any and all
signatures on the certificate may be a facsimile and may be
sealed with the seal of the Corporation or a facsimile thereof.
If any officer, transfer agent, or registrar who has signed, or
whose facsimile signature has been placed upon, a certificate has
ceased to be such officer, transfer agent, or registrar before
such certificate is issued, such certificate may be issued by the
Corporation with the same effect as if he were such officer,
transfer agent, or registrar at the date of issue. The
certificates shall be consecutively numbered and shall be entered
in the books of the Corporation as they are issued and shall
exhibit the holder's name and the number of shares.
7.2 Replacement of Lost or Destroyed Certificates. The
board of directors may direct a new certificate or certificates
to be issued in place of a certificate or certificates
theretofore issued by the Corporation and alleged to have been
lost or destroyed, upon the making of an affidavit of that fact
by the person claiming the certificate or certificates
representing shares to be lost or destroyed. When authorizing
such issue of a new certificate or certificates the board of
directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or to
give the Corporation a bond with a surety or sureties
satisfactory to the Corporation in such sum as it may direct as
indemnity against any claim, or expense resulting from a claim,
that may be made against the Corporation with respect to the
certificate or certificates alleged to have been lost or
destroyed.
7.3 Transfer of Shares. Shares of stock of the Corporation
shall be transferable only on the books of the Corporation by the
holders thereof in person or by their duly authorized attorneys
or legal representatives. Upon surrender to the Corporation or
the transfer agent of the Corporation of a certificate
representing shares duly endorsed or accompanied by proper
evidence of succession, assignment, or authority to transfer, the
Corporation or its transfer agent shall issue a new certificate
to the person entitled thereto, cancel the old certificate, and
record the transaction upon its books.
7.4 Registered Stockholders. The Corporation shall be
entitled to treat the holder of record of any share or shares of
stock as the holder in fact thereof and, accordingly, shall not
be bound to recognize any equitable or other claim to or interest
in such share or shares on the part of any other person, whether
or not it shall have express or other notice thereof, except as
otherwise provided by law.
7.5 Regulations. The board of directors shall have the
power and authority to make all such rules and regulations as
they may deem expedient concerning the issue, transfer, and
registration or the replacement of certificates for shares of
stock of the Corporation.
7.6 Legends. The board of directors shall have the power
and authority to provide that certificates representing shares of
stock bear such legends as the board of directors deems
appropriate to assure that the Corporation does not become liable
for violations of federal or state securities laws or other
applicable law.
ARTICLE EIGHT: MISCELLANEOUS PROVISIONS
8.1 Dividends. Subject to provisions of law and the
certificate of incorporation of the Corporation, dividends may be
declared by the board of directors at any regular or special
meeting and may be paid in cash, in property, or in shares of
stock of the Corporation. Such declaration and payment shall be
at the discretion of the board of directors.
8.2 Reserves. There may be created by the board of
directors out of funds of the Corporation legally available
therefor such reserve or reserves as the directors from time to
time, in their discretion, consider proper to provide for
contingencies, to equalize dividends, or to repair or maintain
any property of the Corporation, or for such other purpose as the
board of directors shall consider beneficial to the Corporation,
and the board of directors may modify or abolish any such reserve
in the manner in which it was created.
8.3 Books and Records. The Corporation shall keep correct
and complete books and records of account, shall keep minutes of
the proceedings of its stockholders and board of directors and
shall keep at its registered office or principal place of
business, or at the office of its transfer agent or registrar, a
record of its stockholders, giving the names and addresses of all
stockholders and the number and class of the shares held by each.
8.4 Fiscal Year. The fiscal year of the Corporation shall
be fixed by the board of directors; provided, that if such fiscal
year is not fixed by the board of directors and the selection of
the fiscal year is not expressly deferred by the board of
directors, the fiscal year shall be the calendar year.
8.5 Seal. The seal of the Corporation shall be such as
from time to time may be approved by the board of directors.
8.6 Resignations. Any director, committee member, or
officer may resign by so stating at any meeting of the board of
directors or by giving written notice to the board of directors,
the Chairman of the Board, the President, or the Secretary. Such
resignation shall take effect at the time specified therein or,
if no time is specified therein, immediately upon its receipt.
Unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
8.7 Securities of Other Corporations. The Chairman of the
Board, the President, or any Vice President of the Corporation
shall have the power and authority to transfer, endorse for
transfer, vote, consent, or take any other action with respect to
any securities of another issuer which may be held or owned by
the Corporation and to make, execute, and deliver any waiver,
proxy, or consent with respect to any such securities.
8.8 Telephone Meetings. Stockholders (acting for
themselves or through a proxy), members of the board of
directors, and members of a committee of the board of directors
may participate in and hold a meeting of such stockholders, board
of directors, or committee by means of a conference telephone or
similar communications equipment by means of which persons
participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall
constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of
objecting to the transaction of any business on the ground that
the meeting is not lawfully called or convened.
8.9 Action Without a Meeting. (a) Unless otherwise
provided in the certificate of incorporation of the Corporation,
any action required by the Delaware General Corporation Law to be
taken at any annual or special meeting of the stockholders, or
any action which may be taken at any annual or special meeting of
the stockholders, may be taken without a meeting, without prior
notice, and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders
(acting for themselves or through a proxy) of outstanding stock
having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which
the holders of all shares entitled to vote thereon were present
and voted and shall be delivered to the Corporation by delivery
to its registered office in the State of Delaware, its principal
place of business, or an officer or agent of the Corporation
having custody of the book in which proceedings of meetings of
stockholders are recorded. Every written consent of stockholders
shall bear the date of signature of each stockholder who signs
the consent and no written consent shall be effective to take the
corporate action referred to therein unless, within sixty days of
the earliest dated consent delivered in the manner required by
this Section 8.9(a) to the Corporation, written consents signed
by a sufficient number of holders to take action are delivered to
the Corporation by delivery to its registered office in the State
of Delaware, its principal place of business, or an officer or
agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery
made to the Corporation's registered office, principal place of
business, or such officer or agent shall be by hand or by
certified or registered mail, return receipt requested.
(b) Unless otherwise restricted by the certificate of
incorporation of the Corporation or by these by-laws, any action
required or permitted to be taken at a meeting of the board of
directors, or of any committee of the board of directors, may be
taken without a meeting if a consent or consents in writing,
setting forth the action so taken, shall be signed by all the
directors or all the committee members, as the case may be,
entitled to vote with respect to the subject matter thereof, and
such consent shall have the same force and effect as a vote of
such directors or committee members, as the case may be, and may
be stated as such in any certificate or document filed with the
Secretary of State of the State of Delaware or in any certificate
delivered to any person. Such consent or consents shall be filed
with the minutes of proceedings of the board or committee, as the
case may be.
8.10 Invalid Provisions. If any part of these by-laws shall
be held invalid or inoperative for any reason, the remaining
parts, so far as it is possible and reasonable, shall remain
valid and operative.
8.11 Mortgages, etc. With respect to any deed, deed of
trust, mortgage, or other instrument executed by the Corporation
through its duly authorized officer or officers, the attestation
to such execution by the Secretary of the Corporation shall not
be necessary to constitute such deed, deed of trust, mortgage, or
other instrument a valid and binding obligation against the
Corporation unless the resolutions, if any, of the board of
directors authorizing such execution expressly state that such
attestation is necessary.
8.12 Headings. The headings used in these by-laws have been
inserted for administrative convenience only and do not
constitute matter to be construed in interpretation.
8.13 References. Whenever herein the singular number is
used, the same shall include the plural where appropriate, and
words of any gender should include each other gender where
appropriate.
8.14 Amendments. These by-laws may be altered, amended, or
repealed or new by-laws may be adopted by the stockholders or by
the board of directors at any regular meeting of the stockholders
or the board of directors or at any special meeting of the
stockholders or the board of directors if notice of such
alteration, amendment, repeal, or adoption of new by-laws be
contained in the notice of such special meeting.
The undersigned, the Secretary of the Corporation, hereby
certifies that the foregoing by-laws were adopted by unanimous
consent by the directors of the Corporation as of September 11,
1995.
/s/ Frederic L. Frawley
Frederic L. Frawley, Secretary
SEEBOARD plc
ARTICLES OF ASSOCIATION
Adopted at the Annual General Meeting held on
18 July 1995
INDEX
Subject Article Number
ACCOUNTS - inspection 60,
ADR DEPOSITARY 43(4)(e), 43(6),
43(7),
AGENCIES establishment of local boards or agencies
by Directors 118(3),
ANNUAL GENERAL MEETING 47,
- days notice 57,
- delivery of directors and
auditors reports 61(1)
- retirement of directors 101
ARTICLES OF ASSOCIATION - Adoption of See Special
Resolution
of 18 July
1995, para 5
ATTORNEY - appointment of 119,
AUDITORS - Reports 61(1), 116(7),
BORROWINGS - Acceptance credit 115-116,
- Aggregate amount 116(3)
- Auditors report 116(7)
- Capital and Revenue reserves 116(1)(b),
- Debentures 116(2)(a),
- Directors powers 115-116
- Exports Credits Guarantee
Department 116(2)(g)
- Finance lease 116(2)(e)
- for Financing a contract 116(2)(g)
- Partly-owned subsidiary 116(2)(j)
- Preference share capital 116(2)(c),
- Premium payable 116(2)(i)
- for Repayment of borrowings 116(2)(f),
- Restrictions on 116,
- Subsidiaries 116(2)(h)
CAPITAL - Alteration 9
CAPITALISATION OF PROFITS AND RESERVES 145
CAPITALISATION ISSUE 136(E),
CHAIRMAN - Appointment of 120,
- Casting vote 124(4)
- Retirement by rotation See Special
Resolution of
18 July 1995,
para 4
CHIEF EXECUTIVE - Appointment of 92,
- Designation 117
- Retirement by rotation 99,
COMMISSIONS 7
COMMITTEES - Delegation of directors'
powers to 118,
- Meetings 118(2),
- Sub-committees 118(1),
- Written resolutions 127,
COMPANIES ACT - Section 95 See Special
Resolution
of 18 July 1995
- Section 212 43(1), 43(5),
43(6), 43(7),
- Section 251 61(2),
- Section 346 122(A)(iii)
- Section 379 103,
DEBENTURES - Issue of 115,
DEPUTY CHAIRMAN - Appointment of 120
DIRECTORS - absence 105(f)
- Agencies or local boards,
establishment of 118(3)
- Age of seventy 104,
- alternate 108-113, 121(2),
- Appointment of 89, 92-98, 117,
122(c)
- Attorney, appointment of 119,
- Bankruptcy of 105(b)
- Borrowing 115, 116,
- Casual vacancy, filling 96,
- Chairman - appointment of 120,
- casting vote 124(4),
- Delegation of Powers 118,
- Deputy Chairman,
appointment of 120,
- Disclosure of Interests 106, 110,
122(A), 123,
- Disqualification and removal
of 103,
- Executive offices 92,
- Expenses 91
- Fees 91
- Indemnity from Liability 147(B)
- Insurance 122(B)(v), 147(C)
- Meetings 118(2), 124,
126, 128(b)
- Mental disorder 105(c)
- Motion for appointment of two
or more directors by single
resolution 94,
- Number of 89
- Pensions and Gratuities -
award of 107, 122(B)(iv),
- Powers 114-117,
- Proceedings 120-127, 124(2),
- Quorum 121,
- Report 61(1)
- Resignation 105(d)
- Retirement at AGM 98
- Retirement by rotation 93, 99-102,
- Security, guarantee or
indemnity 122(B)(i),
- Share qualification 90, 95,
- Vacancies 97, 125,
- Vacation of office 105,
- Voting 122, 123,
- Written resolutions 127,
DISCLOSURE OF INTERESTS 43, 106,
DIVIDENDS - Dividend mandate, destruction
of 38(1)(b),
- Interest 141
- Payment of 137, 138, 139-141,
- Retention of 143,
- Returned warrants 140
- Scrip 136,
- Unclaimed 142
- Untraced members, payment
of 39(1)(b), 140,
- Waiver of 144
- Withholding of 43(2)
DOCUMENTS - Destruction of 38
EQUITY SECURITIES - Allotment of See Special
Resolution
of 18 July
1995
EXTRAORDINARY GENERAL MEETING 47,
- Calling of 48,
GENERAL MEETINGS - Adjournment 67, 74,
- Appointment of Chairman 62, 64, 65, 74,
- Calling of 48,
- Chairman's casting vote 73,
- Days notice 57,
- Resolutions- amendments 68
- poll 69, 71, 72, 74, 75, 86,
- proxies 76-79, 85, 86,
- voting 69
- Quorum 62, 63
INDEMNITY 147
INSURANCE - Directors, officers or employees
indemnity 147(c)
LIEN 16-19
LIMITATION ON SHAREHOLDINGS See Special
Resolution of
18 July 1995,
para 3
MANAGING DIRECTOR - Appointment of 92,
- Retirement by rotation 99,
MARKET PURCHASES See Special
Resolution
of 18 July
1995
MEETINGS - of Directors 124(2)-(4),
- Minutes of 128,
MEMBERS - Attendance/voting at general meeting 43(1)
- Bankruptcy of 41,
- Death of 40,
- Delivery of Directors and Auditors
Reports 61(1)
- Incorporated members 88
- Notice to 56,
- Section 212 disclosures 43(1), 43(3),
- Untraced 39,
NOTICES - addressing 50,
- advertisement in newspapers 54
- binding 52,
- curtailment of postal services 53
- day deemed to have been served 55,
- death, bankruptcy of member 56,
- failure to send 58,
- in writing 49,
- undelivered 59,
OFFICERS - Appointment of 128(a),
PROFITS 132, 133, 145,
PROXIES 76-79,
- demand for a poll 86, 87
- voting 85
RECORD DATES 131,
RELEVANT COMPANY - Definition 147(A),
RESERVES - Establishment of 132,
RESOLUTIONS - Special 57,
- Written 127,
RIGHTS ISSUE - allotment of shares 4A(ii)(a)
- definition 4A(iv)(a)
SCRIP DIVIDENDS 136
SEAL 130
SECRETARY - Appointment, removal 129
- deputy, joint 129
SECURITIES SEAL 130
SHARE CAPITAL - Amount, division into shares 3
- Auditors report 116(7)
- Reduction 11, see also
Special
Resolution
dated
18 July 1995
, para 3
SHARES - Allotment 4A
- Bonus shares 145(b)
- Calls on unpaid amounts 20
- Cancellation 9(e)
- Classes of 13
- Certificate 15(1)-(4)
- damage to 15(3)
- destruction of 38(1)(c),
- Cum dividend 133
- Fractions of 10
- Lien 16
- Limitation on Shareholdings to
15 per cent, removal of See Special
Resolution of
18 July 1995,
para 3
- Purchase of Own Shares 12, see Special
Resolution
of 18 July
1995
- Reunciation 5
- Sale 17
- Scrip dividend 136
- Special Rights Redeemable
Preference Share See Special
Resolution
of 18 July
1995, para 3
- Sub-division 9(c)
- Transfer 31,
- instrument of 35, 38(1)(a),
- registration of 34
- Transmission of 40-42
- Unissued 4B(a)
- Untraced members, sale of shares 39
STOCK - Conversion of shares 44,
- Transfer 45,
SUMMARY FINANCIAL STATEMENT - delivery to members 61(2),
VOTING 80-87
- joint holders of shares 81,
- mental disorder, right to vote 82,
- objections to votes 84,
- poll 86, 87,
- proxies 85-87,
- show of hands 80
- shares to be fully paid 83
WINDING UP 146,
THE COMPANIES ACT 1985
A PUBLIC COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
SEEBOARD plc
(adopted by special resolution passed on 18 July 1995)
PRELIMINARY
1 (1) In these articles the following words bear
the following meanings -
"the Act" the
Companies Act 1985;
"these articles" the articles of the Company
from time to time in force;
"clear days" in relation to the period of a
notice, that period excluding
the day when the notice is
given or deemed to be given and
the day for which it is given
or on which it is to take
effect;
"month" a calendar month;
"paid up" paid or credited as paid;
"present in person" includes a duly authorised
representative of a corporate
shareholder;
"the Group" the Company and any subsidiary or
subsidiaries of the Company;
"holder" in relation to shares, the member whose
name is entered in the Register
as the holder of the shares;
"in writing" written or produced by any
substitute for writing or
partly one and partly another;
"Office" the registered office of the
Company;
"Register" means the register of members of the
Company kept pursuant to
section 352 of the Act;
"the seal" the common seal of the Company;
"securities seal" an official seal kept by the
Company by virtue of section 40
of the Act;
"secretary" any person appointed by the
directors to perform any of the
duties of the secretary of the
Company, including but not
limited to a joint, assistant
or deputy secretary;
"the Statutes" the Act and every other Statute in
force concerning companies and
affecting the Company;
"the Stock Exchange" The International Stock Exchange of
the United Kingdom and the
Republic of Ireland Limited;
"subsidiary" has the same meaning as in section
736 of the Act;
"subsidiary undertaking" has the same meaning as in section
258 of the Act;
"Transfer Office" the place where the Register is
situate for the time being; and
"the United Kingdom" Great Britain and Northern Ireland.
(2) Save as aforesaid and unless the context
otherwise requires, words or expressions contained
in these articles bear the same meaning as in the
Act.
(3) A reference to any statute or provision of a
statute includes a reference to any statutory
modification or re-enactment of it from time to
time in force whether coming into force before or
after the adoption of these articles.
(4) Unless the context otherwise requires -
(a) words in the singular include the
plural, and vice versa;
(b) words importing any gender include
both genders;
(c) a reference to a person includes a
body corporate and an unincorporated body of
persons;
(d) a reference to execution shall
include any mode of execution and the word
"executed" shall be construed accordingly.
(e) all the provisions of these articles
applicable to paid up shares shall apply to
stock, and the words "share" and "member"
shall include "stock" and "holder of stock"
respectively.
(5) The headings are inserted for convenience
only and do not affect the construction of these
articles.
(6) A special or extraordinary resolution shall
be effective for any purpose for which an ordinary
resolution is expressed to be required under any
provision of these articles.
2 The regulations contained in Table A do not apply to
the Company.
SHARE CAPITAL
3 The share capital of the Company is 200,000,000 pounds
divided into 400,000,000 ordinary shares of 50p each.
Allotment of shares
4A(i) The directors are generally and unconditionally
authorised to exercise for each prescribed period all
powers of the Company to allot relevant securities
pursuant to and in accordance with section 80 of the
Act up to an aggregate nominal amount equal to the
section 80 amount.
(ii) During each prescribed period the directors shall be
empowered to allot equity securities wholly for cash
pursuant to and within the terms of the said authority:
(a) in connection with a rights issue; and
(b) otherwise than in connection with a rights
issue up to an aggregate nominal amount equal to
the section 89 amount;
as if section 89(1) of the Act did not apply to any
such allotment.
-------------------------------------------------------
By a special resolution of the Company passed on
12 January 1994, the authorised share capital was
increased to 200,000,001 pounds divided into 400,000,000
ordinary shares of 50p each and 1 non-voting
special rights redeemable preference share of 1 pound.
On 31 March 1995 the non-voting special rights
redeemable preference share of 1 pound was redeemed at par
by the Company. The authorised capital was reduced
accordingly by 1 pound by special resolution of the Company
passed on 18 July 1995.
(iii) By such authority and power the directors may
during such period make offers or agreements which
would or might require the allotment of securities
after the expiry of such period.
(iv) For the purposes of this article-
(a) "rights issue" means an offer of equity
securities open for acceptance for a period fixed
by the directors, to holders on the register on a
record date fixed by the directors, of ordinary
shares in proportion to their respective holdings
but subject to such exclusions or other
arrangements as the directors may deem necessary
or expedient in relation to fractional
entitlements or legal or practical problems under
the laws of, or the requirements of any recognised
regulatory body or any stock exchange in, any
territory;
(b) "prescribed period" means any period for
which the authority and power conferred by
sub-paragraphs (i) and (ii) above are given by
special resolution of the Company stating the
section 80 amount and the section 89 amount for
such period;
(c) "the section 80 amount" shall for any
prescribed period be stated in the special
resolution or any increased amount fixed by
resolution of the Company in general meeting;
(d) "the section 89 amount" shall for any
prescribed period be that stated in the special
resolution.
4B Subject to the provisions of the Statutes relating to
authority, pre-emption rights and otherwise of any
resolution of the Company in general meeting passed
pursuant thereto -
(a) the unissued shares in the Company shall be
at the disposal of the directors, who may allot
(with or without conferring a right of
renunciation), grant options over or otherwise
dispose of them to such persons, at such times and
on such terms as the directors think fit;
(b) shares may be issued on the terms that they
are, or are to be liable, to be redeemed at the
option of the Company or the holder on such terms
and in such manner as may be provided by these
articles.
5 The directors may at any time after the allotment of
any share but before any person has been entered in the
Register as the holder recognise a renunciation thereof
by the allottee in favour of some other person and may
accord to any allottee of a share a right to effect
such renunciation upon and subject to such terms and
conditions as the directors may think fit to impose.
6 Without prejudice to any special rights attached to any
existing shares, any share may be issued with such
preferred, deferred or other special rights or subject
to such restrictions whether as regards dividend,
return of capital, voting or otherwise as the Company
may by ordinary resolution determine (or, if the
Company does not so determine, as the directors may
determine).
7 The Company may exercise the powers of paying
commissions conferred by the Statutes to the full
extent thereby permitted. Subject to the provisions of
the Statutes, any such commission may be satisfied by
the payment of cash or by the allotment of fully or
partly paid shares or partly in one way and partly in
the other. The Company may also, on any issue of
shares, pay such brokerage as may be lawful.
8 Except as required by law, no person shall be
recognised by the Company as holding any share upon any
trust and the Company shall not be bound by or
compelled in any way to recognise any equitable,
contingent, future or partial interest in any share, or
in any interest in any fractional part of a share or
(except only as by these articles or by law otherwise
provided) any other right in respect of any share,
except an absolute right to the entirety of it in the
holder.
Alteration of capital
9 The Company may by ordinary resolution -
(a) increase its share capital by new shares of
such amount as the resolution prescribes;
(b) consolidate and divide all or any of its
share capital into shares of larger amount than
its existing shares;
(c) subject to the provisions of the Statutes,
sub-divide its shares, or any of them, into shares
of smaller amount than is fixed by the memorandum;
(d) determine that, as between the shares
resulting from such a sub-division, any of them
may, as compared with the others, have any such
preferred, deferred or other special rights, or be
subject to any such restrictions, as the Company
has power to attach to unissued or new shares; and
(e) cancel shares which, at the date of the
passing of the resolution, have not been taken or
agreed to be taken by any person, and diminish the
amount of its share capital by the amount of the
shares so cancelled.
10 Whenever as a result of a consolidation of shares any
members would become entitled to fractions of a share,
the directors may on behalf of those members sell to
any person (including, subject to the provisions of the
Act, the Company) the shares representing the fractions
for such price as the directors think fit and
distribute the net proceeds of sale in due proportion
among those members, and the directors may authorise
some person to execute an instrument of transfer of the
shares to or in accordance with the directions of the
purchaser. The transferee shall not be bound to see to
the application of the purchase money nor shall his
title to the shares be affected by any irregularity in
or invalidity of the proceedings in reference to the
sale.
11 Subject to the provisions of the Act, the Company may
by special resolution reduce its share capital, any
capital redemption reserve and any share premium
account, in any way.
Purchase of own shares
12 Subject to the provisions of the Act, the Company may
purchase, or may enter into a contract under which it
will or may purchase, any of its own shares of any
class including any redeemable shares, but not unless
the purchase has first been approved by an
extraordinary resolution passed at a separate meeting
of the holders of convertible shares.
VARIATION OF RIGHTS
13 Subject to the provisions of the Statutes, if at any
time the capital of the Company is divided into
different classes of shares, the rights attached to any
class may be varied, either while the Company is a
going concern or during or in contemplation of a
winding up -
(a) in such manner (if any) as may be provided by
those rights; or
(b) in the absence of any such provision, with
the consent in writing of the holders of
three-quarters in nominal value of the issued
shares of that class, or with the sanction of an
extraordinary resolution passed at a separate
meeting of the holders of the shares of that
class, but not otherwise. To every such separate
meeting the provisions of these articles relating
to general meetings shall apply, except that the
necessary quorum at any such meeting other than an
adjourned meeting shall be two persons together
holding or representing by proxy at least
one-third in nominal value of the issued shares of
the class in question and at an adjourned meeting
shall be one person holding shares of the class in
question or his proxy.
14 Unless otherwise expressly provided by the rights
attached to any shares, those rights -
(a) shall be deemed to be varied by the reduction
of the capital paid up on those shares and by the
creation or issue of further shares ranking in
priority for payment of a dividend or in respect
of capital or which confer on the holders voting
rights more favourable than those conferred by the
first-mentioned shares;
(b) shall otherwise be deemed not to be varied by
the creation or issue of further shares ranking
pari passu with or subsequent to the
first-mentioned shares, and
(c) shall be deemed not to be varied by the
purchase by the Company of any of its own shares.
SHARE CERTIFICATES
15 (1) Every share certificate shall be executed by
the Company in such manner as the directors may
decide (which may include use of the Seal or the
Securities Seal (or, in the case of shares on a
branch register, an official seal for use in the
relevant territory) and/or manual or facsimile
signatures by one or more directors) and shall
specify the number and class of shares to which it
relates and the amount paid up thereon. No
certificate shall be issued representing shares of
more than one class.
(2) The Company shall not be bound to issue more
than one certificate for a share held jointly by
two or more persons and delivery of a certificate
to one joint holder shall be sufficient delivery
to all.
(3) If a share certificate shall be damaged or
defaced or alleged to have been lost, stolen or
destroyed, a new certificate representing the same
shares may be issued to the holder upon request
subject to delivery up of the old certificate or
(if alleged to have been lost, stolen or
destroyed) compliance with such conditions as to
evidence and indemnity and the payment of any
exceptional out-of-pocket expenses of the Company
in connection with the request as the directors
may determine. In the case of shares held jointly
by several persons any such request may be made by
any one of the joint holders.
(4) Nothing in these articles shall prevent title
to any securities of the Company from being
evidenced and transferred without a written
instrument in accordance with the Companies Act
1989 and any regulations made thereunder and the
directors shall have power to implement such
procedures as they may think fit and as may accord
with that Act and any regulations made thereunder
for recording and transferring title to securities
and for the regulation of those procedures and the
persons responsible for or involved in their
operation.
LIEN
16 The Company shall have a first and paramount lien on
every share (not being a fully paid share) for all
amounts (whether presently payable or not) payable at a
fixed time or called in respect of that share. The
directors may waive any lien which has arisen and may
resolve that any share shall for some limited period be
wholly or in part exempt from the provisions of this
article. The Company's lien on a share shall extend to
all amounts payable in respect of it (including
dividends) and the Company may apply such amounts in or
towards satisfaction of the moneys payable to the
Company in respect of that share.
17 The Company may sell, in such manner as the directors
determine, any share on which the Company has a lien if
an amount in respect of which the lien exists is
presently payable and is not paid within fourteen clear
days after notice has been given to the holder of the
share, or the person entitled to it in consequence of
the death or bankruptcy of the holder or otherwise by
operation of law, demanding payment and giving notice
of intention to sell in default.
18 To give effect to the sale the directors may authorise
some person to execute an instrument of transfer of the
share sold to, or in accordance with the directions of,
the purchaser.
19 The net proceeds of the sale, after payment of the
costs of such sale, shall be applied in payment of so
much of the amount for which the lien exists as is
presently payable, and any residue shall (upon
surrender to the Company for cancellation of the
certificate for the share sold and subject to a like
lien for any amount not presently payable as existed
upon the share before the sale) be paid to the person
entitled to the share immediately prior to the sale.
CALLS ON SHARES AND FORFEITURE
20 Subject to the terms of allotment of such shares, the
directors may make calls upon the members in respect of
any amounts unpaid on their shares (whether in respect
of nominal value or, when permitted, by way of premium)
and each member shall (subject to receiving at least
fourteen clear days' notice specifying when and where
payment is to be made) pay to the Company as required
by the notice the amount called on his shares. A call
may be required to be paid by instalments. A call may,
before receipt by the Company of an amount due under
it, be revoked in whole or in part and payment of a
call may be postponed in whole or part. A person upon
whom a call is made shall remain liable for calls made
upon him notwithstanding the subsequent transfer of the
shares in respect of which the call was made.
21 A call shall be deemed to have been made at the time
when the resolution of the directors authorising the
call was passed.
22 The joint holders of a share shall be jointly and
severally liable to pay all calls in respect of it.
23 If a call remains unpaid after it has become due and
payable the person from whom it is due shall pay
interest on the amount unpaid, from the day it became
due and payable until it is paid at the rate fixed by
the terms of allotment of the shares in question or in
the notice of the call or, if no rate is fixed, at the
appropriate rate (as defined in section 107 of the Act)
and together with all costs, charges and expenses that
may have been incurred by the Company by reason of such
non-payment but the directors may waive payment of the
interest or such costs, charges or expenses wholly or
in part.
24 An amount payable in respect of a share on allotment or
at any fixed date, whether in respect of nominal value
or by way of premium, shall for all the purposes of
these articles be deemed to be a call duly made and
payable on the date on which by the terms of allotment
the same becomes payable. If it is not paid the
provisions of these articles as to payment of interest
and expenses, forfeiture or otherwise shall apply as if
that sum had become due and payable by virtue of a
call.
25 Subject to the terms of allotment, the directors may
differentiate between the holders in the amounts and
times of payment of calls on their shares.
26 The directors may receive from any member willing to
advance it all or any part of the amount (whether on
account of the nominal value of the shares or by way of
premium) uncalled and unpaid on the shares held by him
(beyond the sums actually called up) as a payment in
advance of calls, and such payment shall, to the extent
of it, extinguish the liability on the shares in
respect of which it is advanced. The Company may pay
interest on the amount so received, or so much of it as
exceeds the sums called up on the shares in respect of
which it has been received, at such rate as the member
and the directors agree.
27 If a call remains unpaid after it has become due and
payable the directors may give to the person from whom
it is due not less than fourteen clear days' notice
requiring payment of the amount unpaid together with
any interest which may have accrued and all costs,
charges and expenses incurred by the Company by reason
of such non-payment. The notice shall name the place
where payment is to be made and shall state that if the
notice is not complied with the shares in respect of
which the call was made will be liable to be forfeited.
If the notice is not complied with, any shares in
respect of which it was given may, before the payment
required by the notice has been made, be forfeited by a
resolution of the directors and the forfeiture shall
include all amounts payable in respect of the forfeited
shares and not paid before the forfeiture.
28 The directors may accept surrender of any share liable
to be forfeited. A share so forfeited or surrendered
shall become the property of the Company and may be
sold, re-allotted or otherwise disposed of on such
terms and in such manner as the directors determine
either to the person who was, before the forfeiture or
surrender, the holder thereof or to any other person
entitled thereto and, at any time before the sale,
allotment or disposal, the forfeiture or surrender may
be cancelled on such terms as the directors determine.
Where for the purposes of its disposal a forfeited or
surrendered share is to be transferred to any person,
the directors may authorise someone to execute an
instrument of transfer of the share to that person.
29 A person any of whose shares have been forfeited or
surrendered shall cease to be a member in respect of
them and shall surrender to the Company for
cancellation the certificate for such shares but shall
remain liable to the Company for all amounts which at
the date of forfeiture or surrender were presently
payable by him to the Company in respect of those
shares with interest at the rate at which interest was
payable on those amounts before the forfeiture or, if
no interest was so payable, at the appropriate rate (as
defined in section 107 of the Act) from the date of
forfeiture or surrender until payment, but the
directors at their absolute discretion may waive
payment wholly or in part or enforce payment without
any allowance for the value of the shares at the time
of forfeiture or surrender or for any consideration
received on their disposal.
CONCLUSIVE EVIDENCE OF TITLE
30 A statutory declaration in writing that a declarant is
a director or the secretary and that a share has been
duly forfeited or surrendered or sold to satisfy a lien
of the Company on a specified date shall be conclusive
evidence of the facts stated in it as against all
persons claiming to be entitled to the share and the
declaration shall (subject to the execution of an
instrument of transfer if necessary) constitute a good
title to the share and the person to whom the share is
disposed of shall not be bound to see to the
application of the consideration, if any, nor shall his
title to the share be affected by any irregularity in
or invalidity of the proceedings in reference to the
lien, forfeiture, surrender, sale, re-allotment or
disposal of the share.
TRANSFER OF SHARES
31 Except as may be provided by any procedures implemented
pursuant to article 15(4) above, the instrument of
transfer of a share may be in any usual form or in any
other form which the directors approve and shall be
executed by or on behalf of the transferor and, where
the share is not fully paid, by or on behalf of the
transferee.
32 The directors may, in their absolute discretion and
without giving any reason, refuse to register any
transfer of shares (not being fully-paid shares)
provided that, where any such shares are admitted to
the Official List of the London Stock Exchange, such
discretion may not be exercised in such a way as to
prevent dealings in the shares of that class taking
place on an open and proper basis. The directors may
also refuse to register an allotment or transfer of
shares (whether fully paid or not) in favour of more
than four persons jointly. They may also decline to
recognise an instrument of transfer unless the
instrument of transfer-
(a) is lodged, duly stamped (if stampable), at
the Transfer Office or at such other place as the
directors may appoint and (except in the case of a
transfer by a recognised person where a
certificate has not been issued in respect of the
share) is accompanied by the certificate for the
share to which it relates and such other evidence
as the directors may reasonably require to show
the right of the transferor to make the transfer
(and, if the instrument of transfer is executed by
some other person on his behalf, the authority of
that person to do so); and
(b) is in respect of only one class of share.
33 If the directors refuse to register an allotment or
transfer of a share, they shall within two months after
the date on which the letter of allotment or transfer
was lodged with the Company send to the allottee or
transferee notice of the refusal.
34 The registration of transfers of shares or of any class
of shares may be suspended at such times and for such
periods (not exceeding thirty days in any year) as the
directors may determine.
35 No fee shall be charged for the registration of any
instrument of transfer or other document relating to or
affecting the title to any share.
36 The Company shall be entitled to retain any instrument
of transfer which is registered, but any instrument of
transfer which the directors refuse to register shall
(except in the case of fraud) be returned to the person
lodging it when notice of the refusal is given.
37 Nothing in these articles shall preclude the directors -
(a) from recognising a renunciation of the
allotment of any share by the allottee in favour
of some other person; or
(b) if empowered by these articles to authorise
any person to execute an instrument of transfer of
a share, from authorising any person to transfer
that share in accordance with any procedures
implemented pursuant to article 15(4) above.
DESTRUCTION OF DOCUMENTS
38 (1) The Company may destroy -
(a) any instrument of transfer, after
six years from the date on which it is
registered;
(b) any dividend mandate or any
variation or cancellation thereof or any
notification of change of name or address
after two years from the date on which it is
recorded;
(c) any share certificate, after one
year from the date on which it is cancelled;
and
(d) any other document on the basis of
which any entry in the Register is made at
any time after the expiry of six years from
the date an entry was first made in the
Register in respect of it.
(2) It shall be conclusively presumed in favour
of the Company that every entry in the Register
purporting to have been made on the basis of a
document so destroyed was duly and properly made,
that every instrument of transfer so destroyed was
duly registered, that every share certificate so
destroyed was duly cancelled, and that every other
document so destroyed was valid and effective in
accordance with the particulars in the records of
the Company: provided that-
(a) this article shall apply only to the
destruction of a document in good faith and
without notice of any claim (regardless of
the parties to it) to which the document
might be relevant;
(b) nothing in this article shall be
construed as imposing upon the Company any
liability in respect of the destruction of
any such document otherwise than as provided
for in this article which would not attach to
the Company in the absence of this article;
and
(c) references in this article to the
destruction of any document include
references to the disposal of it in any
manner.
UNTRACED MEMBERS
39 (1) The Company shall be entitled to sell in such
manner and for such price as the directors think
fit any share held by a member, or any share to
which a person is entitled by transmission, if -
(a) for a period of 12 years prior to
the date of the first publication of either
of the advertisements referred to in
paragraph (c) below no cheque or warrant for
amounts payable in respect of the share sent
and payable in a manner authorised by these
articles has been cashed and no communication
has been received by the Company from the
member or person concerned;
(b) during that period at least three
dividends in respect of the share have become
payable;
(c) the Company has, on or after the
expiration of that period, by advertisement
in both a national newspaper and in a
newspaper circulating in the area of the
registered address or last known address of
the member or person concerned, and by notice
to The Stock Exchange given notice of its
intention to sell such share; and
(d) the Company has not during the
further period of three months after the date
of the advertisement and prior to the sale of
the share received any communication from the
member or person concerned.
(2) The Company shall also be entitled to sell,
in the manner provided for in this article, any
share ("additional share") issued during the said
period or periods of 12 years and three months in
right of any share to which paragraph (1) of this
article applies or in right of any share issued
during either of such periods, provided that the
requirements of sub-paragraphs (a) (but modified
to exclude the words "for a period of 12 years"),
(c) and (d) are satisfied in respect of such
additional share.
(3) To give effect to the sale the Company may
appoint any person to execute as transferor an
instrument of transfer of the share, and the
instrument shall be as effective as if it had been
executed by the holder of, or person entitled by
transmission to, the share. The title of the
transferee shall not be affected by any
irregularity or invalidity in the proceedings.
The net proceeds of sale shall belong to the
Company which shall be obliged to account to the
former member or other person previously entitled
for an amount equal to such proceeds and shall
enter the name of such former member or other
person in the books of the Company as a creditor
for such amount. No trust shall be created and no
interest shall be payable in respect of the debt
and the Company shall not be required to account
for any money earned on the net proceeds, which
may be employed in the business of the Company or
invested in such investments (other than shares of
the Company or its holding company if any) as the
directors think fit.
TRANSMISSION OF SHARES
40 If a member dies, the survivor where he was a joint
holder, or his personal representative where he was a
sole holder or the only survivor of joint holders,
shall be the only person recognised by the Company as
having any title to his interest; but nothing in this
article shall release the estate of a deceased member
from any liability in respect of any share which had
been held solely or jointly by him.
41 A person becoming entitled to a share in consequence of
the death or bankruptcy of a member or otherwise by
operation of law may, subject as provided in this
article, upon such evidence being produced as the
directors may properly require to show his title to the
share, elect either to become the holder of the share
or to have some person nominated by him registered as
the transferee. If he elects to become the holder he
shall give notice to the Company to that effect. If he
elects to have another person registered he shall
execute an instrument of transfer of the share to that
person. All the provisions of these articles relating
to the transfer of shares shall apply to the notice or
instrument of transfer as if it were an instrument of
transfer signed by the member and the death or
bankruptcy of the member or other operative event had
not occurred. The directors may at any time give
notice requiring the person to elect either to be
registered himself or to transfer the share and, if the
notice is not complied with within sixty days, the
directors may withhold payment of all dividends and
other moneys payable in respect of the share until the
requirements of the notice have been complied with.
42 A person becoming entitled to a share by reason of the
death or bankruptcy of a member or otherwise by
operation of law (upon supplying to the Company such
evidence as the directors may properly require to show
title to the share) shall have the rights to which he
would be entitled if he were the holder of the share,
except that he shall not, except with the authority of
the directors, before being registered as the holder of
the share, be entitled in respect of it to attend or
vote at any general meeting or at any separate meeting
of the holders of any class of shares.
DISCLOSURE OF INTERESTS & SANCTIONS
43 (1) If a member, or any other person appearing to
be interested in shares held by that member, has
been given notice under section 212 of the Act and
is in default for a period of fourteen days in
supplying to the Company the information required,
then, in respect of:-
(a) the shares comprising the
shareholding account in the Register which
comprises or includes the shares in relation
to which the default occurred (all or the
relevant number as appropriate of such shares
being the default shares, which expression
shall include any further shares which are
issued in respect of such shares); and
(b) any other shares held by the member;
the member shall not (for so long as the
default continues) nor shall any transferee to
whom any of such shares are transferred other than
pursuant to an approved transfer or pursuant to
article 43(2)(b) below be entitled in respect of
the default shares to attend or vote (either in
person or by proxy) at any general meeting or at
any separate meeting of the holders of any class
of shares.
(2) Where the default shares represent 0.25 per
cent or more of the issued shares of the class in
question, the directors may in their absolute
discretion by notice (a "direction notice") to
such member direct that:-
(a) any dividend or part thereof or
other money which would otherwise be payable
in respect of the default shares shall be
withheld and there shall not be any
obligation to pay interest when such money is
finally paid to the member, and the Company
shall be entitled to withhold any share
certificate to which the member would
otherwise be entitled as a result of an
election pursuant to article 136 below;
and/or
(b) no transfer, other than an approved
transfer of any shares held by the member
shall be registered unless:-
(i) the member is not himself
in default as regards supplying the
information required; and
(ii) the transfer is part only
of the member's holding and, when he
presents it for registration, the member
provides a certificate in a form
satisfactory to the directors to the
effect that after due and careful enquiry
the member is satisfied that none of the
shares the subject of the transfer are
default shares.
(iii) the Company shall
send to each other person appearing to be
interested in those shares which are the
subject of any direction notice, a copy
of the notice, but the failure or
omission by the Company to do so shall
not invalidate such notice.
Upon the giving of a direction notice its
terms shall apply accordingly.
(3) Where the sanctions under paragraphs (1) and
(2) above apply in relation to any shares, they
shall cease to have effect:-
(a) if the shares are transferred by
means of an approved transfer as set out in
paragraph (4)(d) below; or
(b) when the directors are satisfied
that the information required by the notice
under section 212 has been received in
writing.
(4) For the purposes of this article:-
(a) a person other than the member
holding a share shall be treated as
appearing to be interested in that share
if the Company (after taking account of
information obtained from the member and
any other relevant information) knows or
has reasonable cause to believe that the
person is, or may be, so interested;
(b) "interested" shall be construed as
it is for the purpose of section 212 of the
Act;
(c) reference to a person having failed
to give the company the information required
by a notice, or being in default as regards
supplying such information, includes but is
not limited to:-
(i) reference to his having
failed or refused to give all or any part
of it; and
(ii) reference to his having
given information which he knows to be
false in a material particular or having
recklessly given information which is
false in a material particular;
(d) an "approved transfer" means, in
relation to any shares held by a member -
(i) a transfer to an offeror
by way or pursuant to acceptance of a
take-over offer as defined in section 428
of the Act; or
(ii) a transfer in consequence
of a sale made through the Stock Exchange
or other stock exchange outside the
United Kingdom on which the Company's
shares are normally traded; or
(iii) a transfer which is
shown to the satisfaction of the
directors to be made in consequence of a
bona fide sale of the whole of the
beneficial ownership of the shares to a
person who is unconnected with the member
or with any other person appearing to be
interested in the shares. For the
purposes of this sub-paragraph any
associate (as that term is defined in
section 435 of the Insolvency Act 1986)
shall be included amongst the persons who
are connected with the member or any
person appearing to be interested in such
shares.
(e) An "ADR Depositary" means a
custodian or depositary or his nominee,
approved by the directors, under
contractual arrangements with the
Company by which he or that nominee
holds shares in the Company and he or
another person issues American
Depositary Receipts evidencing rights in
relation to those shares or a right to
receive them;
(f) "Purchaser" means the person
for the time being shown, or entitled to
be shown on the Register as the holder
including, where the context admits,
joint holders.
(g) "Holder" means a person who has
an interest in shares of the Company
evidenced by an American Depositary
Receipt shall be deemed for the purposes
of this article to have an interest in
the number of shares in the Company in
respect of which rights are evidenced by
such Receipt and not (in the absence of
any other reason why he should be so
treated) in the remainder of the shares
in the Company.
(5) Where, on the basis of information obtained
from a member in respect of any share held by him,
the Company gives a notice under section 212 of
the Act to any other person, it shall at the same
time send a copy of the notice to the member, but
the accidental omission to do so, or the
non-receipt by the member of the copy, shall not
invalidate or otherwise affect the application of
this article.
(6) Where the member on whom the notice under
section 212 of the Act is served is the ADR
Depositary (as defined in (4)(e) above) acting in
its capacity as such the obligations of the ADR
Depositary, as the case may be, as a member
pursuant to the preceding provisions of this
article shall be limited to disclosing to the
Company such information relating to the shares in
question as has in each such case been recorded in
the case of the ADR Depositary, pursuant to the
terms entered into between the ADR Depositary and
the Company provided that nothing in this
paragraph (6) shall in any other way restrict the
powers of the directors under this article.
(7) Where a notice under section 212 of the Act
is served upon the ADR Depositary, acting in its
capacity as such, or upon any other person
appearing to be interested in shares held by the
ADR Depositary, the sanctions under this article
shall not be effective unless the Company serves
upon the ADR Depositary or (if the ADR Depositary
is the registered holder of the shares) the ADR
Depositary alone a notice stating that a specified
Purchaser or Purchasers (as defined in 4(f)above
but excluding the ADR Depositary itself) or Holder
or Holders (as defined in 4(g) above), as the case
may be, is or are believed to be interested in a
specified number of shares, and that those shares
are default shares (as defined in paragraph (1)).
STOCK
44 The Company may by ordinary resolution convert any paid
up shares into stock and re-convert any stock into paid
up shares of any denomination.
45 A holder of stock may transfer it or any part of it in
the same manner, and subject to the same provisions of
these articles as would have applied to the shares from
which the stock arose if they had not been converted,
or as near thereto as circumstances admit, but the
directors may fix the minimum amount of stock
transferable at an amount not exceeding the nominal
amount of any of the shares from which the stock arose.
46 A holder of stock shall, according to the amount of the
stock held by him, have the same rights as if he held
the shares from which the stock arose: provided that no
such right (except participation in dividends and in
the assets of the Company) shall be conferred by an
amount of stock which would not, if existing in shares,
have conferred that right.
GENERAL MEETINGS
47 All general meetings other than annual general meetings
shall be called extraordinary general meetings.
48 The directors may call general meetings and shall on a
members' requisition made in accordance with the Act,
convene an extraordinary general meeting. If there are
not within the United Kingdom sufficient directors to
call a general meeting, any director or, if there is no
director within the United Kingdom, any member of the
Company may call a general meeting.
NOTICES
49 Any notice to be given to or by any person pursuant to
these articles shall be in writing, except for a notice
calling a meeting of the directors when the provisions
of article 125(2) shall apply.
50 The Company may give any notice to a member either
personally or by sending it by post in a prepaid
envelope addressed to the member at his registered
address or by leaving it at that address. In the case
of joint holders of a share, all notices shall be given
to the joint holder whose name stands first in the
register of members in respect of the joint holding and
notice so given shall be sufficient notice to all the
joint holders. A member whose registered address is
not within the United Kingdom and who gives to the
Company an address within the United Kingdom at which
notices may be given to him shall be entitled to have
notices given to him at that address, but otherwise no
such member shall be entitled to receive any notice
from the Company.
51 A member present either in person or by proxy, or in
the case of a member which is a corporation by a duly
authorised representative, at any meeting of the
Company or of the holders of any class of shares shall
be deemed to have received notice of the meeting.
52 Every person who becomes entitled to a share shall be
bound by any notice in respect of that share which,
before his name is entered in the register of members,
has been given to the person from whom he derives his
title; but this article does not apply to a notice
given under section 212 of the Act.
53 Where, by reason of the suspension or curtailment of
postal services within the United Kingdom, the Company
is unable effectively to convene a general meeting by
notice sent by post, notice of the meeting shall be
sufficiently given if given by advertisement in one
national daily newspaper published in the United
Kingdom. The Company shall send a copy of the notice
to members by post if at least seven clear days before
the meeting the posting of notices to addresses
throughout the United Kingdom again becomes
practicable.
54 Any notice to be given by the Company to the members or
any of them, the manner of giving which is not provided
for by these articles, shall be sufficiently given if
given by advertisement in at least one leading national
daily newspaper published in the United Kingdom.
55 A notice sent by post shall be deemed to have been
given on the day following that on which the envelope
containing the notice was posted unless it was sent by
second class post or there is only one class of post in
which case it shall be deemed to have been given on the
day next but one after it was posted. Proof that the
envelope was properly addressed, prepaid and posted
shall be conclusive evidence that notice was given. A
notice given by advertisement shall be deemed to have
been served on the day on which the advertisement
appears.
56 A notice may be given by the Company to the person
entitled to a share in consequence of the death or
bankruptcy of a member or otherwise by operation of law
by sending or delivering it in any manner authorised by
these articles for the giving of notice to a member
addressed to that person by name, or by the title of
representative of the deceased or trustee of the
bankrupt or by any like description, at the address, if
any, within the United Kingdom supplied for that
purpose by the person claiming to be so entitled.
Until such an address has been supplied, a notice may
be given in any manner in which it might have been
given if the death or bankruptcy or operation of law
had not occurred.
NOTICE OF GENERAL MEETINGS
57 Subject to the provisions of the Act, an annual general
meeting and an extraordinary general meeting at which
it is proposed to pass a special resolution or (except
as provided by the Statutes) a resolution of which
special notice has been given to the Company, shall be
called by at least twenty-one clear days' notice, and
all other extraordinary general meetings shall be
called by at least fourteen clear days' notice. The
notice shall specify the place, the day and the time of
meeting and the general nature of the business to be
transacted, and in the case of an annual general
meeting shall specify the meeting as such. Subject to
the provisions of these articles, notices shall be
given to all members, to all persons entitled to a
share in consequence of the death or bankruptcy of a
member or otherwise by operation of law and to the
directors and auditors of the Company.
58 The accidental failure to send or the non-receipt by
any person entitled to receive any notice of or
relating to any meeting or any other proceeding shall
not invalidate the relevant meeting or other
proceeding.
59 Notwithstanding anything else in these articles and
save as required by law, a member or other person who
would otherwise be entitled to receive any notice or
other document, shall not be entitled to receive the
relevant document if on each of the two most recent
occasions on which the relevant person shall have been
sent any documents by the Company, the documents shall
have been returned undelivered to the Company unless
since the earliest of those two occasions, the relevant
person shall have written to the Company at the
Transfer Office either confirming the correctness of
the relevant address shown in the Company's records or
supplying a new address to which, in accordance with
these articles, the documents are to be sent to him.
ACCOUNTS
60 No member (other than a director) shall have any right to
inspect any accounting record or other document of the
Company unless he is authorised to do so by statute, by
order of the court, by the directors or by ordinary
resolution of the Company.
61 (1) Except as provided in paragraph 61(2) below,
a printed copy of the directors' and auditors'
reports accompanied by printed copies of the
balance sheet and every document required by the
Act to be annexed to the balance sheet and of the
profit and loss account or income and expenditure
account shall, not less than twenty-one clear days
before the annual general meeting before which
they are to be laid, be delivered or sent by post
to every member and every holder of debentures of
the Company, and to the auditors; but this article
shall not require a copy of those documents to be
sent to any member or holder of debentures of
whose address the Company is unaware or to more
than one of the joint holders of any shares or
debentures. If all or any of the shares in or
debentures of the Company are listed or dealt in
on any stock exchange, there shall at the same
time be forwarded to the secretary of that stock
exchange such number of copies of each of those
documents as may be required by the regulations of
that stock exchange.
(2) The Company may, in accordance with section
251 of the Act and any regulations made under it,
send a summary financial statement to any member
instead of or in addition to the documents
referred to in paragraph 61(1) above; and where it
does so the statement shall be delivered or sent
by post to the member not less than twenty one
clear days before the annual general meeting
before which those documents are to be laid.
PROCEEDINGS AT GENERAL MEETINGS
62 No business other than the appointment of a chairman
shall be transacted at any meeting unless a quorum is
present. Two members present in person or by proxy and
entitled to vote shall be a quorum.
63 If a quorum is not present within half an hour after
the time appointed for holding the meeting (or such
longer interval as the chairman of the meeting may
think fit to allow), or if during a meeting a quorum
ceases to be present, the meeting if convened on the
requisition of members shall be dissolved. In any
other case it shall stand adjourned to such other day
and such time and place as may have been specified for
the purpose in the notice convening the meeting or (if
not so specified) as the directors may determine. If
at the adjourned meeting a quorum is not present within
fifteen minutes after the time appointed for holding
the meeting, the meeting shall be dissolved.
64 The chairman (if any) of the board of directors, or in
his absence the deputy chairman (if any), or in the
absence of both of them some other director nominated
by the directors, shall preside as chairman of the
meeting, but if neither the chairman nor the deputy
chairman nor such other director (if any) is present
within fifteen minutes after the time appointed for
holding the meeting and willing to act, the directors
present shall elect one of their number present to be
chairman and, if there is only one director present and
willing to act, he shall be chairman.
65 If no director is willing to act as chairman, or if no
director is present within fifteen minutes after the
time appointed for holding the meeting, the members
present and entitled to vote shall choose one of their
number to be chairman.
66 A director shall, notwithstanding that he is not a
member, be entitled to attend and speak at any general
meeting and at any separate meeting of the holders of
any class of shares.
67 The chairman may adjourn a meeting at which a quorum is
present to another time and place (or sine die) if
requested to do so by such meeting and may so adjourn
such meeting if either -
(i) he has the consent of such meeting; or
(ii) in his opinion it is not practicable to
obtain consent under sub-paragraph (i) above but
it appears to him necessary in order to facilitate
the business of the meeting.
Where a meeting is adjourned sine die, the time and
place for the adjourned meeting shall be fixed by the
directors. No business shall be transacted at an
adjourned meeting other than business which might
properly have been transacted at the meeting from which
the adjournment took place. When a meeting is
adjourned for twenty eight days or more or sine die, at
least seven clear days' notice shall be given
specifying the time and place of the adjourned meeting
and the general nature of the business to be
transacted. Otherwise it shall not be necessary to give
notice of an adjournment or of the business to be
transacted at an adjourned meeting.
68 If an amendment proposed to any resolution under
consideration is ruled out of order in good faith by
the chairman, the proceedings on the resolution shall
not be invalidated by any error in the ruling. In the
case of a resolution duly proposed as a special or
extraordinary resolution, no amendment thereto (other
than a mere clerical amendment to correct a patent
error) may in any event be considered or voted upon.
69 A resolution put to the vote of a meeting shall be
decided on a show of hands unless before, or on the
declaration of the result of, the show of hands a poll
is duly demanded. Subject to the provisions of the Act,
a poll may be demanded -
(a) by the chairman; or
(b) by not less than five members present in
person or by proxy and having the right to vote at
the meeting; or
(c) by a member or members present in person or
by proxy and representing not less than one-tenth
of the total voting rights of all the members
having the right to vote at the meeting; or
(d) by a member or members present in person or
by proxy and holding shares conferring a right to
vote on the resolution on which an aggregate sum
has been paid up equal to not less than one-tenth
of the total sum paid up on all the shares
conferring that right.
70 Unless a poll is duly demanded, a declaration by the
chairman that a resolution has been carried or carried
unanimously, or by a particular majority, or lost, or
not carried by a particular majority, and an entry to
that effect in the minutes of the meeting, shall be
conclusive evidence of the fact without proof of the
number or proportion of the votes recorded in favour of
or against the resolution.
71 The demand for a poll may, before the poll is taken, be
withdrawn but only with the consent of the chairman,
and a demand so withdrawn shall not be taken to have
invalidated the result of a show of hands declared
before the demand was made.
72 A poll shall be taken at the time and in the manner
directed by the Chairman, and he may appoint
scrutineers (who need not be members). The Chairman
may decide the time and place for the declaration of
the result of the poll or may decide that the result
should be publicised as soon as is reasonably
practicable through the Stock Exchange or in such other
manner as he may determine. The Chairman may, having
announced his decision, adjourn or close the relevant
meeting. The result of the poll shall be deemed to be
the resolution of that meeting.
73 In the case of an equality of votes, whether on a show
of hands or on a poll, the chairman shall be entitled
to a casting vote in addition to any other vote he may
have.
74 A poll demanded on the election of a chairman or on a
question of adjournment shall be taken forthwith. A
poll demanded on any other question shall be taken
either forthwith or at such time and place as the
chairman directs, not being more than thirty days after
the poll is demanded. The demand for a poll shall not
prevent the continuance of a meeting for the
transaction of any business other than the question on
which the poll was demanded. If a poll is demanded
before the declaration of the result of a show of hands
and the demand is duly withdrawn, the meeting shall
continue as if the demand had not been made.
75 No notice need be given of a poll not taken forthwith
if the time and place at which it is to be taken are
announced at the meeting in respect of which it is
demanded. In any other case, at least seven clear
days' notice shall be given specifying the time and
place at which the poll is to be taken.
Proxies
76 An instrument appointing a proxy shall be in writing in
any usual form or in any other form which the directors
may approve and in the case of an individual shall be
signed by the appointor or his duly constituted
attorney. A corporation may execute a form of proxy
either under its common seal or under the hand of a
duly authorised officer, attorney or other person
authorised to sign it. The signature on such
instrument need not be witnessed. Where an instrument
appointing a proxy is signed on behalf of the appointor
by an attorney, the letter or power of attorney or a
duly certified copy thereof must (failing previous
registration with the Company) be lodged with the
instrument of proxy pursuant to the next following
article, failing which the instrument may be treated as
invalid. A member may appoint more than one proxy to
attend on the same occasion. An instrument appointing
a proxy which is duly executed and deposited in
accordance with these articles shall supercede any such
instrument in respect of the same meeting and the same
shares which shall have been previously so deposited.
If the Company proves unable in the time available to
determine from its records which of the two or more
such instruments shall have been deposited last, none
of them shall be valid. Deposit of an instrument of
proxy shall not preclude a member from attending and
voting at the meeting or at any adjournment of it.
77 The instrument appointing a proxy must be deposited at
the Office or at such other place in the United Kingdom
as is specified for that purpose in or by way of note
to or in any document accompanying the notice convening
the meeting not less than 48 hours before the time
appointed for holding the meeting or adjourned meeting
or (in the case of a poll taken otherwise than at or on
the same day as the meeting or adjourned meeting) for
the taking of the poll at which it is to be used, and
in default shall not be treated as valid. The
instrument shall, unless the contrary is stated
thereon, be valid as well for any adjournment of the
meeting as for the meeting to which it relates. An
instrument of proxy relating to more than one meeting
(including any adjournment thereof) having once been so
delivered for the purposes of any meeting shall not
require again to be delivered for the purposes of any
subsequent meeting to which it relates.
78 An instrument appointing a proxy shall be deemed to
include the right to demand or join in demanding a poll
but shall not confer any further right to speak at the
meeting, except with the permission of the chairman of
the meeting.
79 The directors may at the expense of the Company send
instruments of proxy to the members by post or
otherwise (with or without provision for their return
prepaid) for use at any general meeting or at any
separate meeting of the holders of any class of shares,
either in blank or nominating in the alternative any
one or more of the directors or any other person. If
for the purpose of any meeting invitations to appoint
as proxy a person or one of a number of persons
specified in the invitations are issued at the
Company's expense, they shall be issued to all (and not
to some only) of the members entitled to be sent a
notice of the meeting and to vote at it. The
accidental omission to send such an instrument or give
such an invitation to, or the non-receipt thereof by,
any member entitled to attend and vote at a meeting
shall not invalidate the proceedings at that meeting.
VOTES OF MEMBERS
80 Subject to any rights or restrictions attached to any
shares, on a show of hands every member who is present
in person shall have one vote, and on a poll every
member who is present in person or by proxy shall have
one vote for every share of which he is the holder.
81 In the case of joint holders of a share the vote of the
senior who tenders a vote whether in person or by proxy
shall be accepted to the exclusion of the votes of the
other joint holders, and seniority shall be determined
by the order in which the names of the holders stand in
the register of members.
82 A member in respect of whom an order has been made by
any court having competent jurisdiction (whether in the
United Kingdom or elsewhere) in matters concerning
mental disorder may vote, on a show of hands or on a
poll, by any person authorised in that behalf by that
court, who may on a poll vote by proxy. Evidence to the
satisfaction of the directors of the authority of the
person claiming the right to vote shall be deposited at
the Office, or at such other place as is specified in
accordance with these articles for the deposit of
instruments of proxy, not less than 48 hours before the
time appointed for holding the meeting or adjourned
meeting at which the right to vote is to be exercised,
and in default the right to vote shall not be
exercisable.
83 No member shall have the right to vote at any general
meeting or at any separate meeting of the holders of
any class of shares, either in person or by proxy, in
respect of any share held by him unless all amounts
payable by him in respect of that share have been paid.
84 No objection shall be raised to the qualification of
any voter or to the counting of, or failure to count,
any vote, except at the meeting or adjourned meeting at
which the vote objected to is tendered. Subject to any
objection made in due time, every vote counted and not
disallowed at the meeting or adjourned meeting shall be
valid and every vote disallowed or not counted shall be
invalid. Any objection made in due time shall be
referred to the chairman whose decision shall be final
and conclusive.
85 On a poll, votes may be given either personally or by
proxy or (in the case of a corporate member) by a duly
authorised representative. A member entitled to more
than one vote need not, if he votes, use all his votes
or cast all the votes he uses the same way. A proxy
need not be a member.
86 A vote given or poll demanded by proxy or by the duly
authorised representative of a corporation or
corporation sole shall be valid notwithstanding the
previous determination of the authority of the person
voting or demanding a poll, unless notice of the
determination was received by the Company at the
Office, or at such other place at which the instrument
of proxy was duly deposited, not less than 48 hours
before the commencement of the meeting or adjourned
meeting at which the vote is given or the poll demanded
or (in the case of a poll not taken on the same day as
the meeting or adjourned meeting) the time appointed
for taking the poll.
87 The instrument appointing a proxy to vote at a meeting
shall be deemed also to confer authority to demand or
join in demanding a poll (and for the purposes of these
articles a demand for a poll made by a person as proxy
for a member or as the duly authorised representative
of a member which is a corporation shall be the same as
a demand made by the member except that for the purpose
of establishing whether the requirements of article 69
are met, the voting rights which may be exercised by
such person in his capacity as proxy for, or duly
authorised representative of the member, and not the
voting rights which may be exercised by the member
himself, shall be taken into account).
INCORPORATED MEMBERS ACTING BY REPRESENTATIVES
88 Any corporation or corporation sole which is a member
of the Company may (by resolution of its directors or
other governing body) authorise such person as it
thinks fit to act as its representative (or
representatives) at any meeting of the Company, or at
any separate meeting of the holders of any class of
shares. A person so authorised shall be entitled to
exercise the same power on behalf of the grantor of the
authority (in respect of that part of the grantor's
holding to which his authorisation relates, in the case
of an authorisation of more than one person) as the
grantor could exercise if it were an individual member
of the Company, and the grantor shall for the purposes
of these articles be deemed to be present in person at
any such meeting if a person so authorised is present.
DIRECTORS
Number of directors
89 Unless otherwise determined by the Company by ordinary
resolution the number of directors (other than
alternate directors) shall be subject to a maximum of
sixteen and shall not be less than four.
Share qualification
90 A director shall not be required to hold any shares in
the Company by way of qualification.
Fees
91 Until otherwise determined by the Company by ordinary
resolution, there shall be paid to the directors (other
than alternate directors) such fees for their services
in the office of director as the directors may
determine (not exceeding in the aggregate an annual sum
of 200,000 pounds or such larger amount as the Company may by
ordinary resolution decide) divided between the
directors as they agree, or failing agreement, equally.
The fees shall be deemed to accrue from day to day.
The directors may also be paid all reasonable
travelling, hotel and other expenses properly incurred
by them in connection with their attendance at meetings
of the directors or of committees of the directors or
general meetings or separate meetings of the holders of
any class of shares or otherwise in connection with the
discharge of their duties as directors.
APPOINTMENT AND RETIREMENT OF DIRECTORS
Executive directors
92 The directors may appoint one or more of their number
to the office of chief executive, managing director or
to any other executive office under the Company and may
enter into an agreement or arrangement with any
director for his employment by the Company or for the
provision of any services outside the scope of the
ordinary duties of a director. Subject to the
provisions of the Act, any such appointment, agreement
or arrangement may be made for such term, at such
remuneration and on such other conditions as the
directors think fit. Any appointment of a director to
an executive office shall automatically terminate if he
ceases to be a director but without prejudice to any
claim to damages for breach of the contract of service
between the director and the Company.
General
93 No person other than a director retiring by rotation
shall be appointed or reappointed a director at any
general meeting unless -
(a) he is recommended by the directors; or
(b) not less than seven nor more than forty-two
days (inclusive of the date on which notice is
given) before the date appointed for holding the
meeting, there shall have been lodged at the
Office notice executed by a member qualified to
vote at the meeting for which such notice is given
of his appointment or reappointment of his
intention to propose that person for appointment
or reappointment, stating the particulars which
would, if he were appointed or reappointed, be
required to be included in the Company's register
of directors, together with notice executed by
that person of his willingness to be appointed or
reappointed.
94 At a general meeting a motion for the appointment of
two or more persons as directors by a single resolution
shall not be made, unless a resolution that it shall be
so made has been first agreed to by the meeting without
any vote being given against it, and for the purposes
of this article a motion for approving a person's
appointment or for nominating a person for appointment
shall be treated as a motion for his appointment.
95 Subject as aforesaid, the Company may by ordinary
resolution elect a person who is willing to act to be a
director, either to fill a vacancy or as an additional
director, and may also determine the rotation in which
any additional directors are to retire.
96 The directors may at any time appoint a person who is
willing to act to be a director, either to fill a
casual vacancy or as an additional director, provided
that the appointment does not cause the number of
directors to exceed any number fixed as the maximum
number of directors by or in accordance with these
articles. A director so appointed shall retire at the
next following annual general meeting and shall not be
taken into account in determining the directors who are
to retire by rotation at the meeting.
97 The continuing directors or a sole continuing director
may act notwithstanding any vacancies in their number,
but, if the number of directors is less than the
minimum number fixed by or in accordance with these
articles, the continuing directors or director may act
only for the purpose of filling vacancies or of calling
a general meeting. If there be no director or
directors able or willing to act, then any two members
may summon a general meeting for the purpose of
appointing directors.
98 Subject as aforesaid, a director who retires at an
annual general meeting may be reappointed. If he is
not reappointed or deemed to have been reappointed, he
shall retain office until the meeting appoints someone
in his place or, if it does not do so, until the end of
the meeting.
Retirement by rotation
99 The chairman of the board of directors and the chief
executive or managing director shall not be subject to
retirement by rotation in the same year.
100 At the annual general meeting in every year one-third
of the directors who are subject to retirement by
rotation or, if their number is not three or a multiple
of three, the number nearest to but not exceeding
one-third, shall retire from office; but, if there is
only one director who is subject to retirement by
rotation, he shall retire.
101 Subject to the provisions of the Act and to the
following provisions of these articles, the directors
to retire by rotation shall include (as far as
necessary to obtain the proportion required) any
director who wishes to retire and not to offer himself
for appointment. Any further directors so to retire
shall] be those of the other directors subject to
retirement by rotation who have been longest in office
since their last appointment or reappointment, but as
between persons who became or were last reappointed
directors on the same day those to retire shall (unless
they otherwise agree among themselves) be determined by
lot. The directors to retire on each occasion (both as
to number and identity) shall be determined by the
composition of the board of directors at the date of
the notice convening the annual general meeting, and no
director shall be required to retire or be relieved
from retiring by reason only of any change in the
number or identity of the directors after the date of
such notice and before the close of the meeting.
102 The Company, at the meeting at which a director retires
under any provision of these articles may by ordinary
resolution fill the office being vacated by electing
thereto the retiring director or some other person
eligible for election. In default the retiring
director shall, if willing to act, be deemed to have
been re-appointed except in any of the following cases:-
(a) where at such a meeting it is expressly
resolved not to fill such office or a resolution
for the re-election of such director is put to the
meeting and lost;
(b) where such director has given notice in
writing to the Company that he is unwilling to be
re-elected;
(c) where the default is due to the moving
of a resolution in contravention of this
article.
The retirement shall not have effect until the
conclusion of the meeting except where a resolution is
passed to elect some other person in the place of the
retiring director or a resolution for his re-election
is put to the meeting and lost (in which case the
retirement of such director shall have immediate
effect) and accordingly a retiring director who is
re-elected or deemed to have been re-elected will
continue in office without a break.
DISQUALIFICATION AND REMOVAL OF DIRECTORS
103 Without prejudice to the provisions of the Statutes,
the Company may, by ordinary resolution of which
special notice (within the meaning of section 379 of
the Act) has been given, remove a director before the
expiration of his period of office (but such removal
shall be without prejudice to any claim to damages for
breach of any contract of service between the director
and the Company) and may, by ordinary resolution,
appoint another person instead of him. A person so
appointed shall be subject to retirement at the same
time as if he had become a director on the day on which
the director in whose place he is appointed was last
appointed or reappointed a director. In default of
such election the vacancy arising upon the removal of a
director from office may be filled as a casual vacancy.
104 No person shall be disqualified from being appointed or
reappointed a director and no director shall be
required to vacate that office by reason only of the
fact that he has attained the age of seventy or any
other age, nor shall it be necessary to give special
notice under the Act of any resolution appointing,
reappointing or approving the appointment of a director
by reason of his age. Where a general meeting is
convened at which a director will be proposed for
appointment or reappointment who will, at the date of
the meeting, be seventy, the directors shall give
notice of his age in the notice convening the meeting
or in any document sent with it; but the accidental
omission to give such notice shall not invalidate any
proceedings at the meeting or any appointment or
reappointment of the director concerned.
105 The office of a director shall be vacated if -
(a) he becomes prohibited by law from being a
director; or
(b) he has a bankruptcy order made against him or
compounds with his creditors generally or applies
to the court for an interim order under section
253 of the Insolvency Act 1986 in connection with
a voluntary arrangement under that Act; or
(c) an order is made by a court having
jurisdiction (whether in the United Kingdom or
elsewhere) in matters concerning mental disorder
for his detention or for the appointment of any
person to exercise powers with respect to his
property or affairs; or
(d) he resigns his office by notice in writing to
the Company left at the Office or if he offers, in
writing, to resign and the directors resolve to
accept his offer; or
(e) in the case of a director who holds any
executive office, his appointment as such is
terminated or expires and the directors resolve
that his office be vacated; or
(f) he is absent for more than six consecutive
months without permission of the directors from
meetings of the directors held during that period
(whether or not an alternative director appointed
by him attends) and the directors resolve that his
office be vacated; or
(g) a notice in writing is served upon him, a
copy or copies of which have been signed by all
his co-directors to the effect that his office as
director shall on receipt of such notice ipso
facto be vacated, but so that if he holds an
appointment to an executive office which thereby
automatically determines such removal shall be
deemed an act of the Company and shall have effect
without prejudice to any claim for damages for
breach of any contract of service between him and
the Company.
Disclosure of Interests
106 (1) Subject to the provisions of the Act, and
provided that he has disclosed to the directors
the nature and extent of any material interest of
his, a director notwithstanding his office -
(a) may be a party to, or otherwise
interested in, any contract, transaction or
arrangement with the Company or in which the
Company is otherwise interested;
(b) may be a director or other officer
of, or employed by, or a party to any
transaction or arrangement with, or otherwise
interested in, any body corporate promoted by
or promoting the Company or in which the
Company is otherwise interested;
(c) may (or any firm of which he is a
partner, employee or member may) act in a
professional capacity for the Company (other
than as Auditor) and be remunerated therefor;
and
(d) shall not, save as otherwise agreed
by him be accountable to the Company for any
benefit which he derives from any such
contract, transaction or arrangement or from
any such office or employment or from any
interest in any such body corporate or for
such remuneration and no such contract,
transaction or arrangement shall be liable to
be avoided on the grounds of any such
interest or benefit.
(2) For the purposes of this article -
(a) a general notice given to the
directors that a director is to be regarded
as having an interest of the nature and
extent specified in the notice in any
contract, transaction or arrangement in which
a specified person or class of persons is
interested shall be deemed to be a disclosure
that the director has an interest in any such
contract, arrangement or transaction of the
nature and extent so specified; and
(b) an interest of which a director has
no knowledge and of which it is unreasonable
to expect him to have knowledge shall not be
treated as an interest of his.
Authority to award pensions and gratuities
107 The directors shall have power to and at their
discretion may, pay and agree to pay gratuities,
pensions or other retirement, superannuation, death or
disability benefits to (or to any person in respect of)
any director or former director and for the purpose of
providing any such gratuities, pensions or other
benefits to contribute to any scheme or fund or to pay
premiums.
Alternate directors
108 Any director (other than an alternate director) may
appoint any person, who is willing to act and who is
either a director or who is approved by resolution of
the directors, to be an alternate director and may
remove from office an alternate director appointed by
him.
109 An alternate director shall (unless he is absent from
the United Kingdom) be entitled to receive notices of
meetings of the directors and of committees of the
directors of which his appointor is a member, to attend
and vote at any such meeting at which the director
appointing him is not present, and generally at such
meeting to perform all the functions of his appointor
as a director and for the purposes of the proceedings
at such meeting the provisions of these articles shall
apply as if he (instead of his appointor) were a
director. If he shall be himself a director, or shall
attend any such meeting as an alternate for more than
one director, his voting rights shall be cumulative but
he shall not be counted more than once for the purposes
of the quorum. If his appointor is for the time being
absent from the United Kingdom or temporarily unable to
act, his signature to any resolution in writing of the
directors shall be as effective as the signature of his
appointor. To such extent as the directors may from
time to time determine in relation to any committees of
the directors, the foregoing provisions of this
paragraph shall also apply to any meeting of any such
committee of which his appointor is a member.
110 An alternate director shall have the same obligations
of disclosure of interests and the same right to
contract and be interested in and to benefit from
contracts, arrangements or transactions, and the same
right to be repaid expenses and to be indemnified, as
if he were a director.
111 An alternate director shall cease to be an alternate
director if his appointor ceases to be a director; but,
if a director retires by rotation or otherwise but is
reappointed or deemed to have been re-appointed at the
meeting at which he retires, any appointment of an
alternate director made by him which was in force
immediately prior to his retirement shall continue
after his reappointment.
112 An appointment or removal of an alternate director
shall be by notice to the Company executed by the
director making or revoking the appointment and
deposited at the Office, or in any other manner
approved by the directors.
113 Save as otherwise provided in these articles, an
alternate director shall not have power to act as a
director, shall not be deemed for the purposes of these
articles to be a director and shall alone be
responsible for his own acts and defaults, and he shall
not be deemed to be the agent of the director
appointing him.
POWERS OF DIRECTORS
General
114 The business of the Company shall be managed by the
directors who, subject to the provisions of the Act,
the memorandum and these articles and to any directions
given by special resolution, may exercise all the
powers of the Company. No alteration of the memorandum
or these articles and no such direction shall
invalidate any prior act of the directors which would
have been valid if that alteration had not been made or
that direction had not been given. The powers given by
this article shall not be limited by any special power
given to the directors by these articles and a meeting
of the directors at which a quorum is present may
exercise all powers exercisable by the directors.
Borrowings
115 Subject to the provision of the Statutes, the directors
may exercise all the powers of the Company to borrow
money, and to mortgage or charge its undertaking,
property (present and future) and uncalled capital or
any part of parts thereof and to issue debentures and
other securities, whether outright or as collateral
security for any debt, liability or obligation of the
Company or of any third party.
116 (1) The directors shall restrict the borrowings
of the Company and exercise all powers of control
exercisable by the Company in relation to its
subsidiaries (if any) so as to secure (as regards
such subsidiaries so far as by such exercise they
can secure) that the aggregate principal amount
outstanding of all money borrowed by the Group
(excluding amounts borrowed by any member of the
Group from any other member of the Group, other
than amounts to be taken into account under
paragraph (3)(j) below) shall not at any time,
save with the previous sanction of an ordinary
resolution of the Company, exceed an amount equal
to the aggregate of the amounts in sub-paragraphs
(a) and (b) of this paragraph (1) multiplied by
the figure specified in paragraph (5) below:-
(a) the amount paid up on the share
capital of the Company; and
(b) the total of the capital and revenue
reserves of the Group, including any share
premium account, capital redemption reserve
and credit balance on the profit and loss
account, but excluding sums set aside for
taxation and amounts attributable to outside
shareholders in subsidiaries of the Company
and deducting any debit balance on the profit
and loss account,
all as shown in the then latest audited
consolidated balance sheet and profit and loss
account of the Group prepared for the purposes of
the Act ("the Latest Accounts"), but adjusted as
may be necessary in respect of any variation in
the paid up share capital or share premium account
of the Company since the date of that balance
sheet and further adjusted as may be necessary to
reflect any change since that date in the
companies comprising the Group.
(2) For the purposes of this article, but without
prejudice to the generality of the terms
"borrowing" and "borrowed" or to the exclusion
under paragraph (1) above for intra-Group
borrowings -
(a) the principal amount of any
debentures issued by a member of the Group,
whether for cash or otherwise, shall be taken
into account as money borrowed by that
member;
(b) the principal amount raised by any
member of the Group by acceptances or under
any acceptance credit opened on its behalf by
a bank or acceptance house, other than
acceptances and acceptance credits relating
to the purchase of goods or services in the
ordinary course of trading and outstanding
for six months or less, shall be taken into
account as money borrowed by that member;
(c) the nominal amount of any paid up
preference share capital of any subsidiary of
the Company not being capital owned by a
member of the Group, shall be taken into
account as money borrowed by that subsidiary;
(d) the principal amount of any
borrowings of a person (other than a member
of the Group) the beneficial interest in
which or right of repayment to which is not
owned by a member of the Group and the
payment or repayment of which is the subject
of a guarantee or indemnity given by, or is
secured on the assets of, a member of the
Group, shall be taken into account as money
borrowed by that member;
(e) any fixed amount in respect of a
hire purchase agreement or of a finance lease
payable in either case by a member of the
Group which would be shown at the material
time as an obligation in a balance sheet
prepared in accordance with the accounting
principles used in the preparation of the
relevant balance sheet shall be taken into
account as money borrowed by that member (and
for the purpose of this sub-paragraph
"finance lease" means a contract between a
lessor and a member of the Group as lessee or
sub-lessee where substantially all the risks
and rewards of the ownership of the asset
leased or sub-leased are to be borne by that
member and "hire purchase agreement" means a
contract of hire between a hire purchase
lender and a member of the Group as hirer);
(f) amounts borrowed for the purpose of
repaying the whole or any part of any amounts
previously borrowed and then outstanding
(including any premium payable on final
repayment) and to be applied for that purpose
within six months of the borrowing shall not,
pending such application, be taken into
account as money borrowed;
(g) amounts borrowed for the purpose of
financing any contract in respect of which
any part of the price receivable thereunder
is guaranteed or insured by the Export
Credits Guarantee Department or any other
institution carrying on similar business
shall not be taken into account to the extent
of the sums so guaranteed or insured;
(h) amounts borrowed by a company
before, and outstanding after, it becomes a
subsidiary of the Company and amounts secured
on an asset before and remaining so secured
after, it is acquired by a member of the
Group, shall not be taken into account as
money borrowed until six months after the
company becomes a subsidiary or the asset is
acquired, as the case may be;
(i) any premium payable on final
repayment of an amount to be taken into
account as money borrowed shall also be so
taken into account, and any premium payable
on final repayment of an amount not to be so
taken into account shall also not be so taken
into account;
(j) money borrowed by a partly-owned
subsidiary (if any) and not owing to another
member of the Group shall (notwithstanding
sub-paragraphs (a) to (e) above) be taken
into account subject to the exclusion of a
proportion of it equal to the minority
proportion, and money borrowed and owing to a
partly-owned subsidiary (if any) by another
member of the Group shall (subject to
sub-paragraph (h) above) be taken into
account to the extent of a proportion of it
equal to the minority proportion (and for the
purpose of this sub-paragraph "minority
proportion" means the proportion of such
issued equity share capital of the
partly-owned subsidiary which is not
attributable, directly or indirectly, to the
Company);
and in sub-paragraphs (f) to (h) above
references to amounts borrowed include references
to amounts which, but for the exclusions under
those sub-paragraphs, would fall to be taken into
account as money borrowed.
(3) In calculating the aggregate amount of
borrowings for the purpose of this article:-
(i) money borrowed by any member of the
Group which is denominated or repayable in a
currency other than sterling shall be treated
as converted into sterling -
(a) at the rate of exchange
used for the conversion of that currency
in the latest audited balance sheet of
that member; or
(b) if no rate was so used, at
the middle market rate of exchange
prevailing in London at the close of
business on the date of that balance
sheet,
but if the amount in sterling
resulting from conversion at that rate would
be greater than that resulting from
conversion at the middle market rate
prevailing in London at the close of business
on the business day immediately preceding the
day on which the calculation falls to be
made, the latter rate shall apply instead;
and
(ii) there shall be credited against the
amounts of any borrowings any amounts
beneficially owned by any member of the Group
which are deposited with any bank or other
person not being a member of the Group and
which are repayable to any member of the
Group on demand or within three months of any
demand, subject in the case of money
deposited by a partly owned subsidiary, to
the exclusion of a proportion thereof equal
to the minority proportion (as defined in
paragraph (3)(j) above).
(4) No debt incurred or security given in respect
of money borrowed or to be taken into account as
money borrowed in excess of the above limit shall
be invalid or ineffectual except in the case of
express notice to the lender or the recipient of
the security at the time when the debt was
incurred or security given that the limit hereby
imposed had been or was thereby exceeded, but no
lender or other person dealing with the Company
shall be concerned to see or enquire whether such
limit is observed.
(5) If the Latest Accounts (defined for the
purposes of this paragraph in paragraph (1) above)
include a balance sheet prepared in accordance
with the current cost convention (a "Current Cost
Balance Sheet") but do not include a balance sheet
prepared in accordance with the historical cost
convention (an "Historical Cost Balance Sheet"),
the multiple for the purposes of paragraph (1)
shall be 1.25 (one and a quarter). If the Latest
Accounts include an Historical Cost Balance Sheet
but do not include a Current Cost Balance Sheet,
the multiple for the purposes of paragraph (1)
shall be 2.5 (two and a half). If the Latest
Accounts include a Current Cost Balance Sheet and
an Historical Cost Balance Sheet, the accounts to
be taken for the purposes of paragraph (1) and for
determining the multiple under this paragraph
shall be as the directors shall in their absolute
discretion decide.
(6) In this article references to a consolidated
balance sheet or profit and loss account are to be
taken, in a case where the Company has no
subsidiaries, as references to the balance sheet
or profit and loss account of the Company and, in
a case where the Company has subsidiaries but
there are no consolidated accounts of the Group,
as references to the respective balance sheets or
profit and loss accounts of the companies
comprising the Group; and references to the
audited consolidated accounts of the Group shall
be construed accordingly.
(7) A certificate or report by the auditors as to
the amount paid up on the share capital of the
Company or the total of the capital and revenue
reserves of the Group or the amount of any
borrowing or to the effect that the limit imposed
by this article has not been or will not be
exceeded at any particular time or times or as a
result of any particular transaction or
transactions shall be conclusive evidence of the
amount or of that fact.
Appointments
117 The directors may appoint any person to any office or
employment having a designation or title including the
word "director" or attach to any existing office or
employment with the Company such a designation or title
and may terminate any such appointment or the use of
any such designation or title. The inclusion of the
word "director" in the designation or title of any such
office or employment (other than the office of chief
executive or joint chief executive or deputy or
assistant chief executive director) shall not imply
that the holder is a director of the Company, nor shall
the holder thereby be empowered in any respect to act
as, or be deemed to be, a director of the Company for
any of the purposes of these articles.
DELEGATION OF DIRECTORS' POWERS
118 (1) The directors may delegate any of their
powers or discretions (including without prejudice
to the generality of the foregoing all powers and
discretions whose exercise involves or may involve
the payment of remuneration to or the conferring
of any other benefit on all or any of the
directors) to committees. Any such committee
shall, unless the directors otherwise resolve,
have power to sub-delegate to sub-committees any
of the powers or discretions delegated to it. Any
such committee or sub-committee shall consist of
one or more directors and (if thought fit) one or
more other named persons or persons to be co-opted
as hereinafter provided. Insofar as any such
power or discretion is delegated to a committee or
sub-committee, any reference in these articles to
the exercise by the directors of the power or
discretion so delegated shall be read and
construed as if it were a reference to the
exercise thereof by such committee or
sub-committee. Any committee or sub-committee so
formed shall, in the exercise of the power so
delegated, conform to any regulations which may
from time to time be imposed by the directors.
Any such regulations may provide for or authorise
the co-option to the committee or sub-committee of
persons other than directors and may provide for
members who are not directors to have voting
rights as members of the committee or
sub-committee.
(2) The meetings and proceedings of any such
committee or sub-committee consisting of two or
more persons shall be governed by the provisions
of these articles regulating the meetings and
proceedings of the directors, so far as the same
are not superseded by any regulations made by the
directors under this article.
(3) The directors may establish any local boards
or agencies for managing any of the affairs of the
Company, either in the United Kingdom or
elsewhere, and may appoint any persons to be
members of such local boards, or any managers or
agents, and may determine their remuneration, and
may delegate to any local board, manager or agent
any of the powers, authorities and discretions
vested in the directors, with power to
sub-delegate, and may authorise the members of any
local boards, or any of them, to fill any
vacancies therein, and to act notwithstanding
vacancies, and any such appointment or delegation
may be made upon such terms and subject to such
conditions as the directors may think fit, and the
directors may remove any person so appointed, and
may annul or vary any such delegation, but no
person dealing in good faith and without notice of
any such annulment or variation shall be affected
thereby.
119 The directors may, by power of attorney or otherwise,
appoint any person or a body corporate, whether
nominated directly or indirectly by the directors, to
be the attorney or attorneys of the Company for such
purposes and with such powers and discretions (not
exceeding those vested in or exercisable by the
directors under these articles) and for such period and
subject to such conditions as they think fit, and any
such appointment may contain such provisions for the
protection and convenience of persons dealing with any
such attorney as the directors may think fit, and may
also authorise any such attorney to sub-delegate all or
any of the powers and discretions vested in him.
PROCEEDINGS OF DIRECTORS
Appointment of Chairman and Deputy Chairman
120 The directors may elect from their number, and remove,
a chairman and a deputy chairman of the board of
directors. The chairman, or in his absence the deputy
chairman, shall preside at all meetings of the
directors, but if there is no chairman or deputy
chairman, or if at the meeting neither the chairman nor
the deputy chairman is present within five minutes
after the time appointed for the meeting, or if neither
of them is willing to act as chairman, the directors
present may choose one of their number to be chairman
of the meeting.
Quorum
121 (1) The directors, and any committee of the
directors, shall be deemed to meet together if,
being in separate locations, they are nonetheless
linked by conference telephone or other
communication equipment which allows those
participating to hear and speak to each other and
a quorum in that event shall be two persons (or
such other number fixed in accordance with article
121 (2)) so linked. Such a meeting shall be
deemed to take place where the largest group of
those participating is assembled or, if there is
no such group, where the chairman of the meeting
then is.
(2) No business shall be transacted at any
meeting of the directors unless a quorum is
present. The quorum may be fixed by the directors
and unless so fixed at any other number shall be
two. Subject to the provisions of article 109, an
alternate director who is not himself a director
shall, if his appointor is not present, be counted
in the quorum.
(3) A director shall not be counted in the quorum
present at a meeting in relation to a resolution
on which he is not entitled to vote.
Entitlement to vote
122 (A) Save as provided by paragraph (B) of
this article, a director shall not vote in
respect of any contract or arrangement or any
other proposal whatsoever in which he has any
material interest other than an interest in
shares or debentures or other securities of,
or otherwise in or through, the Company.
(B) Subject to the provisions of the
Statutes, a director shall (in the absence of
some other material interest than is
indicated below) be entitled to vote (and be
counted in the quorum) in respect of any
resolution concerning any of the following
matters, namely:-
(i) the giving of any security,
guarantee or indemnity in respect of:-
(a) money lent or obligations
incurred by him or by any other person at
the request of or for the benefit of the
Company or any of its subsidiary
undertakings; or
(b) a debt or other obligation
of the Company or any of its subsidiary
undertakings for which he himself has
assumed responsibility in whole or in
part under a guarantee or indemnity or by
the giving of security;
(ii) any proposal concerning an offer of
shares or debentures or other securities of
or by the Company or any of its subsidiary
undertakings in which offer he is or may be
entitled to participate as a holder of
securities or in the underwriting or
sub-underwriting of which he is to
participate;
(iii) any proposal concerning
any other body corporate in which he is
interested, directly or indirectly and
whether as an officer or shareholder or
otherwise, provided that he (together
with persons connected with him within
the meaning of section 346 of the Act)
does not have an interest (as that term
is used in Part VI of the Act) in one
per cent or more of the issued equity
share capital of any class of such body
corporate (or of any third company
through which his interest is derived)
or of the voting rights available to
members of the relevant body corporate
(any such interest being deemed for the
purpose of this article to be a material
interest in all circumstances);
(iv) any proposal relating to a
pension, superannuation or similar
scheme or retirement, death or
disability benefits scheme or employees'
share scheme and which either (a) has
been approved, or is conditional upon
approval, by the Board of Inland Revenue
for taxation purposes or (b) does not
award him any privilege or benefit not
awarded to the employees to whom such
scheme relates;
(v) any proposal concerning insurance
which the Company proposes to maintain or
purchase for the benefit of directors or for
the benefit of persons who include directors.
(C) Where proposals are under consideration
concerning the appointment (including fixing
or varying the terms of appointment) of two
or more directors to offices or employments
with the Company or any body corporate in
which the Company is interested, the
proposals may be divided and considered in
relation to each director separately and in
such case each of the directors concerned (if
not debarred from voting under paragraph
B(iii) of this article) shall be entitled to
vote (and be counted in the quorum) in
respect of each resolution except that
concerning his own appointment.
123 If a question arises at a meeting of the directors as
to the right of a director to vote or the materiality
of a director's interest and such question is not
resolved by his voluntarily agreeing to abstain from
voting, the question may, before the conclusion of the
meeting, be referred to the chairman of the meeting
(or, if the director concerned is the chairman, to the
other directors at the meeting), and his ruling in
relation to any director other than himself (or, as the
case may be, the ruling of the majority of the other
directors in relation to the chairman) shall be final
and conclusive except in a case where the nature or
extent of the interest of such director has not been
fully disclosed.
General
124 (1) Subject to the provisions of these articles,
the directors may regulate their proceedings as
they think fit.
(2) A director may, and the secretary at the
request of a director shall, call a meeting of the
directors. Subject to paragraph (3) of this
article, it shall not be necessary to give notice
of a meeting to a director who is absent from the
United Kingdom. Any director may waive notice of
a meeting and any such waiver may be
retrospective.
(3) If a director notifies the Company in writing
of an address in the United Kingdom at which
notice of meetings of the directors is to be given
to him when he is absent from the United Kingdom,
he shall, if so absent, be entitled to have notice
given to him at that address; but the Company
shall not be obliged by virtue of this paragraph
to give any director a longer period of notice
than he would have been entitled to had he been
present in the United Kingdom at that address.
(4) Questions arising at a meeting shall be
decided by a majority of votes. In case of an
equality of votes, the chairman shall have a
second or casting vote.
125 The continuing directors or a sole continuing director
may act notwithstanding any vacancies in their number,
but, if the number of directors is less than the
minimum number fixed by or in accordance with these
articles, the continuing directors or director may act
only for the purpose of filling vacancies or of calling
a general meeting.
126 All acts done by a meeting of the directors, or of a
committee or sub-committee of the directors, or by a
person acting as a director or as a member of any such
committee or sub-committee, shall as regards all
persons dealing in good faith with the Company
notwithstanding that it may afterwards be discovered
that there was a defect in the appointment of any of
the persons acting as aforesaid or that any of them
were disqualified from holding office, or had vacated
office, or were not entitled to vote, be as valid as if
every such person had been duly appointed and was
qualified and had continued to be a director or a
member of the committee or sub-committee and had been
entitled to vote.
Written resolutions
127 A resolution in writing executed by all the directors
for the time being in the United Kingdom entitled to
receive notice of a meeting of the directors or of a
committee of the directors shall be as valid and
effectual as if it had been passed at a meeting of the
directors or (as the case may be) of that committee of
the directors duly convened and held, and may consist
of several documents in the like form each executed by
one or more directors, but a resolution executed by an
alternate director need not also be executed by his
appointor and, if it is executed by a director who has
appointed an alternate director, it need not also be
executed by the alternate director in that capacity.
MINUTES
128 Minutes shall be kept -
(a) of all appointments of officers made by the
directors; and
(b) of all proceedings at meetings of the
Company, of the holders of any class of shares in
the Company, of the directors, and of committees
of the directors, including the names of the
directors present at each such meeting.
SECRETARY
129 Subject to the provisions of the Act, the secretary
shall be appointed by the directors for such term, at
such remuneration and on such other conditions as they
think fit and any secretary so appointed may be removed
from office by the directors, but without prejudice to
any claim for damages for breach of any contract of
service between the secretary and the Company. If
thought fit two or more persons may be appointed as
joint secretaries. The directors may also appoint, on
such terms as they may think fit, one or more deputy
and/or assistant secretaries.
THE SEAL
130 (A) The directors shall provide for the safe
custody of the Seal and any Securities Seal
and neither shall be used without the
authority of a resolution of the directors or
of a committee authorised by the directors in
that behalf. The Securities Seal shall be
used only for sealing securities issued by
the Company and documents creating or
evidencing securities so issued.
(B) Any instrument to which the Seal or the
Securities Seal shall be affixed, shall be
signed and the directors or the committee of
directors referred to in (A) above shall
determine, if it is to be signed, who shall
sign it.
(C) The Company may exercise the powers conferred
by the Statutes with regard to having an official
seal for use abroad and such powers shall be
vested in the directors.
(D) Any instrument signed by one Director
and the Secretary or by two directors and
expressed to be executed as a deed by the
Company shall have the same effect as if
executed under the Seal.
RECORD DATES
131 Notwithstanding any other provision of these articles,
and in accordance with the Statutes and the
requirements of the Stock Exchange the Company or the
directors may, by resolution, specify any date (the
"record date") as the date at the close of business (or
such other time as the directors may determine) on
which persons registered as the holders of shares or
other securities shall be entitled to receipt of any
dividend, distribution, interest, allotment, issue,
notice, information, document or circular and such
record date may be on or at any time before the date on
which the same is paid or made or (in the case of any
dividend, distribution, interest, allotment or issue)
at any time after the same is recommended, resolved,
declared or announced but without prejudice to the
rights of transferors and transferees in respect of any
such shares or other securities.
Establishment of reserves
132 The directors may from time to time set aside out of
the profits of the Company and carry to reserve such
sums as they think proper which, at the discretion of
the directors, shall be applicable for any purpose to
which the profits of the Company may properly be
applied and pending such application may either be
employed in the business of the Company or be invested.
The directors may divide the reserve into such special
funds as they think fit and may consolidate into one
fund any special funds or any parts of any special
funds into which the reserve may have been divided.
The directors may also, without placing the same to
reserve, carry forward any profits. In carrying sums
to reserve and in applying the same the directors shall
comply with the provisions of the Statutes.
Business bought as from past date
133 Subject to the provisions of the Statutes, where any
asset, business or property is bought by the Company as
from a past date the profits and losses thereof as from
such date may at the discretion of the directors in
whole or in part be carried to revenue account and
treated for all purposes as profits or losses of the
Company. Subject as aforesaid, if any shares or
securities are purchased cum dividend or interest, such
dividend or interest may at the discretion of the
directors be treated as revenue, and it shall not be
obligatory to capitalise the same or any part thereof.
DIVIDENDS
Final Dividends
134 The Company may by ordinary resolution declare
dividends but no dividend shall exceed the amount
recommended by the directors.
Interim Dividends
135 The directors may pay interim dividends if it appears
to them that they are justified by the profits of the
Company available for distribution. If the share
capital is divided into different classes, the
directors may pay interim dividends on shares which
confer deferred or non-preferred rights with regard to
dividend as well as on shares which confer preferential
rights with regard to dividend, but no interim dividend
shall be paid on shares carrying deferred or
non-preferred rights if, at the time of payment, any
preferential dividend is in arrear. The directors may
also pay at intervals settled by them any dividend
payable at a fixed rate if it appears to them that the
profits available for distribution justify the payment.
If the directors act in good faith they shall not incur
any liability to the holders of shares conferring
preferred rights for any loss they may suffer by the
lawful payment of an interim dividend on any shares
having deferred or non-preferred rights.
Scrip Dividends
136 With the prior approval of an ordinary resolution of
the Company passed at any general meeting the directors
may, in respect of any dividend proposed to be paid or
declared at that general meeting or at any time prior
to or at the next following annual general meeting
offer ordinary shareholders the right to elect to
receive in lieu of such dividend (or part thereof) an
allotment of additional ordinary shares credited as
fully paid. In any such case the following provisions
shall apply:-
(A) the basis of allotment shall be determined by
the directors so that, as nearly as may be
considered convenient, the value (calculated by
reference to the average quotation) of the
ordinary shares to be allotted in lieu of any
amount of dividend shall equal such amount. For
such purpose the "average quotation" of an
ordinary share shall be the average of the middle
market quotations of the ordinary shares on the
Stock Exchange, as derived from the Daily Official
List, on each of the first five business days on
which the ordinary shares are quoted "ex" the
relevant dividend;
(B) if the directors determine to offer such
right of election on any occasion they shall
give notice in writing to the ordinary
shareholders of the right of election offered
to them and shall issue forms of election and
shall specify the procedures to be followed
in order to exercise such right; the
directors may also offer to ordinary
shareholders the right to elect to receive
ordinary shares instead of cash both in
respect of the relevant dividend and in
respect of future dividends not yet declared
or resolved (and accordingly in respect of
which the basis of allotment shall not have
been determined) and shall specify the
procedures to be followed in order to
exercise, vary or revoke such a right of
election;
(C) the dividend (or that part of the
dividend in respect of which a right of
election has been accorded) shall not be
payable on ordinary shares in respect whereof
the share election has been duly exercised
("the elected ordinary shares"), and in lieu
of additional shares (but not any fraction of
a share) shall be allotted to the holders of
the elected ordinary shares on the basis of
allotment determined as aforesaid. For such
purpose the directors shall capitalise, out
of such of the sums standing to the credit of
reserves (including any share premium account
or capital redemption reserve fund) or profit
and loss account as the directors may
determine, a sum equal to the aggregate
nominal amount of additional ordinary shares
to be allotted on such basis and shall apply
the same in paying up in full the appropriate
number of unissued ordinary shares for
allotment and distribution to and among the
holders of the elected ordinary shares on
such basis;
(D) the additional ordinary shares so
allotted shall rank pari passu in all
respects with the fully-paid ordinary shares
in issue on the record date for the relevant
dividend save only as regards participation
in the relevant dividend;
(E) any capitalisation issue made pursuant to
this article shall be in accordance with article
145;
(F) the directors may on any occasion
determine that rights of election shall not
be made available to any ordinary
shareholders with registered addresses in any
territory where in the absence of a
registration statement or other special
formalities the circulation of an offer of
rights of election would or might be
unlawful, and in such event the provisions
aforesaid shall be read and construed subject
to such determination; and
(G) in relation to any particular proposed
dividend the directors may in their absolute
discretion withdraw the offer previously made
to ordinary shareholders to elect to receive
additional ordinary shares in lieu of the
cash dividend (or part thereof) at any time
prior to the allotment of the additional
ordinary shares.
137 Except as otherwise provided by these articles or the
rights attached to shares, or the terms of issue
thereof, all dividends shall be declared and paid
according to the amounts paid up (otherwise than in
advance of calls) on the shares on which the dividend
is paid. If any share is issued on terms that it ranks
for dividend as from a particular date, it shall rank
for dividend accordingly. In any other case, dividends
shall be apportioned and paid proportionately to the
amounts paid up on the shares during any portion or
portions of the period in respect of which the dividend
is paid. For the purpose of this article, an amount
paid up on a share in advance of a call shall be
treated, in relation to any dividend declared after the
payment but before the call, as not paid up on the
share.
138 A general meeting declaring a dividend may, upon the
recommendation of the directors, direct that it shall
be satisfied wholly or partly by the distribution of
specific assets and in particular of paid up shares or
debentures of any other company. Where any difficulty
arises in regard to the distribution, the directors may
settle the same as they think expedient and in
particular may issue fractional certificates (or ignore
fractions) and fix the value for distribution of any
such specific assets, or any part thereof, and may
determine that cash shall be paid to any member upon
the footing of the value so fixed in order to adjust
the rights of members, and may vest any assets in
trustees.
Dividend payments
139 (A) Any dividend or other moneys payable on or in
respect of a share shall be paid to the member or
to such other person as the member (or, in the
case of joint holders of a share, all of them) may
in writing direct. Such dividend or other moneys
may be paid:-
(i) by cheque sent by post to the payee
or, where there is more than one payee, to
the payees at the address on the register of
members; or
(ii) by inter-bank transfer to such
account as the payee or payees shall in
writing direct; or
(iii) by such other method of payment
as the member (or in the case of joint
holders of a share, all of them) may agree
to.
Payment of a cheque by the banker upon whom
it is drawn shall be a good discharge to the
Company and every such cheque shall be sent at the
risk of the person or persons entitled to the
money represented thereby.
(B) Subject to the provisions of these
article and to the rights attaching to any
shares, any dividend or other moneys payable
on or in respect of a share may be paid in
such currency as the directors may determine.
140 The Company may cease to send any cheque, warrant or
order by post for any dividend on any shares which is
normally paid in that manner if in respect of at least
two consecutive dividends payable on those shares the
cheque, warrant or order has been returned undelivered
or left uncashed, but, subject to the provisions of
these articles, shall recommence sending cheques,
warrants or orders in respect of the dividends payable
on those shares if the holder or person entitled by
transmission claims the arrears of dividend and does
not instruct the Company to pay future dividends in
some other way.
Interest on dividends
141 No dividend or other money payable on or in respect of
a share shall bear interest against the Company, unless
otherwise provided by the rights attached to the share.
Unclaimed dividends
142 The payment by the directors into a separate account of
such unclaimed dividend or other moneys payable in
respect of a share shall not constitute the Company a
trustee and any dividend which has remained unclaimed
for twelve years from the date when it became due for
payment shall, if the directors so resolve, be
forfeited and cease to remain owing by the Company.
Retention of dividends
143 (A) The directors may retain any dividend or
other moneys payable on or in respect of a share
on which the Company has a lien and may apply the
same in or towards satisfaction of the moneys
payable to the Company in respect of that share.
(B) Where any person is entitled to shares or to
transfer shares under the provisions as to
transfer of shares contained in these articles,
the directors may retain dividends payable on the
relevant shares until that person shall become a
member in respect of them or shall transfer them.
Waiver of dividend
144 The waiver in whole or in part of a dividend shall be
effective only if the waiver document is signed by the
shareholder (or the person entitled to the share in
consequence of the death or bankruptcy of the holder or
otherwise by operation of law) and delivered to the
Company and to the extent that it is acted upon by the
Company.
CAPITALISATION OF PROFITS AND RESERVES
145 The directors may, with the authority of an ordinary
resolution of the Company -
(a) subject as hereinafter provided, resolve to
capitalise any undivided profits of the Company
not required for paying any preferential dividend
(whether or not they are available for
distribution) or any sum standing to the credit of
any reserve accounts including any share premium
account, capital redemption reserve (or other
undistributable reserve) or any sum standing to
the credit of the profit and loss account;
(b) effect such capitalisation by appropriating
such sum to the members on the Register at the
close of business on the date specified in the
resolution in proportion to their holdings of
ordinary shares and applying such sum on their
behalf in paying up in full unissued ordinary
shares (or, subject to any special rights
previously conferred on any shares or class of
shares issued, unissued shares of any other class)
for allotment and distribution credited as fully
paid up as bonus shares in the proportion agreed.
(c) resolve that any shares so allotted to any
member in respect of a holding by him of any
partly paid shares shall so long as such shares
remain partly paid rank for dividend only to the
extent that the latter shares rank for dividend;
(d) make such provision as they think fit for any
fractional entitlements which would arise on the
basis aforesaid (including provisions whereby
fractional entitlements are disregarded or the
benefit thereof accrues to the Company rather than
to the members concerned);
(e) authorise any person to enter on behalf of
all the members concerned into an agreement with
the Company providing for the allotment to them
respectively, credited as fully paid, of any
further shares to which they are entitled upon
such capitalisation, any agreement made under such
authority being binding on all such members; and
(f) generally do all acts and things considered
necessary or expedient to give effect to such
resolution as aforesaid.
WINDING UP
146 The directors shall have power in the name and on
behalf of the Company to present a petition to the
court for the Company to be wound up. If the Company
is wound up (whether the liquidation is voluntary,
under supervision, or by the court), the liquidator
may, with the sanction of an extraordinary resolution
and any other sanction required by law, divide among
the members in specie the whole or any part of the
assets of the Company and whether or not the assets
shall consist of property of one kind or shall consist
of properties of different kinds and may, for that
purpose, set such value as he deems fair upon any one
or more class or classes of property and determine how
the division shall be carried out as between the
members or different classes of members. The
liquidator may, with the like sanction, vest the whole
or any part of the assets in trustees upon such trusts
for the benefit of the members as he may with the like
sanction determine, but no member shall be compelled to
accept any assets upon which there is a liability.
INDEMNITY
147 (A) For the purpose of this article
"Relevant Company" shall mean the Company,
any holding company of the Company or any
other body, whether or not incorporated, in
which the Company or such holding company or
any of the predecessors of the Company or of
such holding company has or had any interest
whether direct or indirect or which is in any
way allied to or associated with the Company,
or any subsidiary undertaking of the Company
or of such other body.
(B) Subject to the provisions of and so far as
may be consistent with the Statutes, every
director or other officer of the Company shall be
indemnified out of the assets of the Company
against and/or be exempted by the Company from any
liability, loss, cost, charge or expenditure
incurred by him in the actual or purported
execution and/or discharge of his duties and/or
the exercise or purported exercise of his powers
and/or otherwise in relation to or in connection
with his duties, powers or office including
(without prejudice to the generality of the
foregoing) any liability incurred by him in
defending any proceedings, whether civil or
criminal, which relate to anything done or omitted
to be done or alleged to have been done or omitted
to be done by him as an officer or employee of the
Company and in which judgment is given in his
favour (or the proceedings are otherwise disposed
of without any funding or admission of any
material breach of duty on his part) or in which
he is acquitted or incurred in connection with any
application under any statute in which relief is
granted to him by the court from liability in
respect of any such act or omission or from
liability to pay any amount in respect of shares
acquired by a nominee of the Company.
(C) Without prejudice to paragraph (B) of
this article the directors may purchase and
maintain insurance at the expense of the
Company for or for the benefit of any persons
who are or were at any time directors,
officers or employees of any Relevant Company
or who are or were trustees of any pension
fund or employees' share scheme in which
employees of any Relevant Company are
interested, including (without prejudice to
the generality of the foregoing) insurance
against any liability incurred by such
persons in respect of any act or omission in
the actual or purported execution and/or
discharge of their duties and/or in the
exercise or purported exercise of their
powers and/or otherwise in relation to their
duties, powers or offices in relation to any
Relevant Company, or any such pension fund or
employees' share scheme.
THE COMPANIES ACT 1985
A PUBLIC COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
SEEBOARD plc
1 The Company's name is " SEEBOARD plc ".
2 The Company is to be a public company.
3 The Company's registered office is to be situated in England
and Wales.
4 The Company's objects are:-
(1) To acquire or take over the property, rights and
liabilities of the South Eastern Electricity Board (an
Area Board established and constituted under the
Electricity Act 1947 as amended by the Electricity Act
1957) pursuant to the Electricity Act 1989 and to carry
on, expand and extend the businesses and activities of
such board or any part or parts of them (including,
without limitation, the business of a public electricity
supplier).
(2) To acquire and hold an interest in shares and other
securities in the successor to or owner, whether
directly or indirectly, of the property, rights and
liabilities of the Central Electricity Generating Board
attributable to the transmission of electricity such
property rights and liabilities being known as the
National Grid.
(3) To carry on all or any of the businesses of
purchasing, importing, generating, transmitting,
transforming, converting, distributing, supplying,
exporting and dealing in electricity and all other forms
of energy and products or services associated therewith
and of promoting the conservation and efficient use of
electricity and all other forms of energy.
(4) To do anything which a public electricity supplier
is empowered or required to do under or by virtue of or
under a licence or other authorisation granted under the
Electricity Act 1989 or any statutory instrument made
thereunder or any statutory modification or re-enactment
thereof.
(5) To carry on all or any of the businesses of
wholesalers, retailers, traders, suppliers,
distributors, designers, developers, manufacturers,
installers, fitters, testers, repairers, maintainers,
contractors, constructors, operators, users, inspectors,
reconditioners, servicers, improvers, alterers,
protectors, removers, hirers, replacers, importers and
exporters of, and dealers in, electrical appliances,
systems products and services used for energy
conservation and efficiency, domestic, commercial,
agricultural, industrial, household and general
equipment, furniture, fixtures, fittings and devices,
and all other kinds of goods, equipment, machinery,
materials and installations.
(6) To locate, establish, construct, equip, operate,
use, manage and maintain power stations (including,
without limitation to the generality of the foregoing,
combined heat and power stations), transforming,
switching, conversion, transmission and distribution
facilities, cables, overhead lines, substations,
switching stations, tunnels, cable bridges, link boxes,
telecommunications stations, masts, aerials and dishes,
fibre optic circuits, satellites and satellite microwave
connections, heat pumps, plant and equipment used for
combined heat and power schemes, offices, computer
centres, shops, dispensing machines for pre-payment
cards and other devices, showrooms, depots, factories,
workshops, works, plants, refineries, printing
facilities, warehouses and other storage facilities
(including but not limited to facilities for storage and
disposal of products and waste), training, education and
display centres, stands and show-houses, museums,
testing premises, laboratories, research stations,
compressor stations, vehicle parks, terminals, transport
facilities, roads, grounds landscaped and planted for
screening or other amenity purposes, structures,
installations and facilities of all kinds, whether for
the purposes of the Company or for sale or let on hire
to, or in return for any consideration from, any person
and to purchase or otherwise acquire, lease, charter and
take, licence or hire any of the same and to sell,
lease, licence, let on hire or otherwise dispose of any
of the same or share any of the same with another party.
(7) To carry on all or any of the businesses of
exploring for, mining, prospecting for, extracting,
recovering and dealing in coal and other minerals,
petroleum, oil and other hydrocarbons, metals, natural
and other gases and chemicals and other products derived
from or connected with any of them.
(8) To acquire (whether by purchase, lease, concession,
grant, hire or otherwise), establish, develop, exploit,
operate and maintain land, any estates in land, claims,
licences, concessions, wells, mines, drilling and mining
rights, exploration and production rights and rights and
interests of all descriptions in or relating to the
same, which may seem to the Company capable or possibly
capable of affording or facilitating the purchase,
transmission, transformation, conversion, supply,
distribution, generation, development, production or
manufacture of electricity or any other form of energy
or the supply of coal or other minerals, petroleum, oil
or other hydrocarbons, metals or natural and other gases
and chemicals and other products derived from or
connected with any of them.
(9) To carry on all or any of the businesses of
designers, developers,manufacturers, constructors,
installers, fitters, layers, operators, users,
inspectors, testers, maintainers, repairers,
reconditioners, servicers, improvers, enlargers,
alterers, protectors, coaters, replacers, removers,
hirers, suppliers, distributors, importers and exporters
of and dealers in cables, wires, meters, pylons, tracks,
rails, pipelines and any other plant, apparatus,
equipment, systems and things used in connection with
the transmission, transformation, conversion, supply,
distribution, control and generation of electricity or
any other forms of energy or with exploring, prospecting
and dealing in coal and other minerals, petroleum, oil
and other hydrocarbons, metals, natural and other gases
and chemicals and other products derived from or
connected with any of them, tools, machinery,
engineering and other equipment, plants, components,
accessories and supplies of every description.
(10)For the purposes of electricity supply,
distribution and communication, to instal in, on, above
or under any premises or place and to operate, use,
inspect, maintain, repair, replace and remove cables,
lines, ducts, transformers, switchgear (remotely
controlled and otherwise, and including time switches),
fuses, circuit breakers, electricity service equipment,
meters and other devices for measuring or controlling
the quantity or quality of electricity supplied,
prepayment and debt payment devices, items provided to
afford access to, support, encase, insulate, protect
from damage or tampering, the above-mentioned items, or
to protect people and property from injury or damage, or
to comply with any legal obligation and for other
purposes associated with the supply of electricity and
to instal all such things and apparatus and items for
the purposes of supplying, measuring and controlling
light, heat, steam, hot water, air conditioning and
refrigeration and for associated purposes, including
payment for these facilities.
(11)To provide or procure the provision of such
facilities and services as may be necessary or desirable
to forecast electricity/energy demand and to satisfy
such demand.
(12)To acquire, (whether by purchase, lease,
concession, grant, hire or otherwise), charter, lease,
take or let on hire, operate, use, employ or turn to
account, build, equip, service, repair, maintain,
supply, and deal in motor vehicles, railway locomotives,
wagons, trucks and vessels and craft of any description,
whether by land, air or water and any other means of
transport and engineering plant and machinery, and parts
and accessories of all kinds of any of the same and to
carry on the businesses of storage contractors, freight
contractors, carriers by land water and air of freight
and passengers, forwarding agents, shipping agents and
agents of any other kind.
(13)To carry on as principal, agent or sub-contractor
all or any of the businesses of running, operating,
managing, supplying and dealing in systems for the
conveyance by any means of sounds, visual images,
signals, and services, facilities and equipment
ancillary to or for use in connection with such systems.
(14)To carry on all or any of the businesses of
running, operating, managing, supplying and dealing in
data processing and information retrieval systems,
computers, computer programmes and software, computer
bureaux and data bases, meter reading and credit
checking and to provide services, facilities and
equipment ancillary to or for use in connection with the
same.
(15)To carry on business as inventors, researchers and
developers, to conduct, promote and commission research
and development in connection with the businesses and
activities of the Company and its subsidiaries, to
establish and maintain research stations, laboratories,
workshops, testing and proving grounds and sites,
facilities and establishments and installations and to
exploit and turn to account the results of any research
and development carried out by or for it.
(16)To invent, design, develop, construct, manufacture,
produce, erect, assemble, test, alter, instal, maintain,
repair, renovate, refurbish, recondition, utilise,
operate, manage, purchase, sell, hire, hire-out, import,
export, supply and otherwise deal in all kinds of
equipment, apparatus, plant, machinery, appliances,
articles, furniture, things, accessories, components,
fittings, tools, materials, substances, products,
systems, computers, computer programmes and software
which are required or likely to be required by the
Company for the purposes of or in connection with any of
its businesses or by other persons or which in the
opinion of the Company may be conveniently or
advantageously dealt with by the Company in connection
or association with any of its objects or the objects of
any of its subsidiaries.
(17)To carry on all or any of the businesses of
consultants,advisers and suppliers of management,
personnel and training services, whether generally or in
respect of one or more of the types of business or
activity which the Company has power to carry on, and to
provide training and educational courses, instruction
and materials, of every description for employees of the
Company and for other persons.
(18)To appoint and to enter into agreements or
arrangements with any person to represent all or any of
the Company, its subsidiaries, the electricity industry
or any part thereof, or any other organisation or person
at meetings of local, national and international
organisations and bodies concerned with activities
connected or associated with any of the businesses or
activities of the Company and its subsidiaries, to
provide services of all kinds to such organisations and
bodies and to negotiate and enter into local, national
and international agreements and standards relating to
matters of concern or interest to the Company or its
subsidiaries or persons represented by or having
dealings with the Company or its subsidiaries.
(19)To carry on all or any of the businesses of and
provide services associated with, engineers (including
without limitation electrical, mechanical, heating,
ventilation, civil, chemical, tele- communications and
gas engineers), mechanics, technicians, draftsmen,
designers, surveyors, architects, builders, decorators,
caterers, kitchen installers and shopfitters.
(20)To establish, design, acquire, produce, transmit,
broadcast, publish, print and reproduce in any form
whatsoever (including, without prejudice to the
generality of the foregoing, visual or audible form and
forms capable of being used by or in connection with
computers), and to accept, buy, sell and supply and
otherwise deal in brochures, manuals, journals and
periodicals, magazines, newspapers, books, pictures,
photographs, stationery and other documents, sound and
visual recordings, tapes, films and programmes for
radio, television, cinema and other means of
communication, (including, without prejudice to the
generality of the foregoing, any forms of advertisement,
publicity and promotional material for the Company or
its subsidiaries).
(21)To carry on all or any of the businesses of
manufacturers, wholesalers, retailers and traders,
whether generally or in relation to particular goods or
commodities, and to develop, produce and undertake
advertising, publicity and promotional campaigns and
competitions for itself and other persons, to undertake,
promote and sponsor any product, service, event,
individual or publication which in the opinion of the
Company will promote advance or publicise any activity
of the Company or any of its subsidiaries and generally
to carry on the businesses of public relations agents,
publicity consultants and marketing agents.
(22)To carry on all or any of the businesses of
bankers, financiers, factors, debt collectors, dealers
in securities, underwriters, insurers, brokers of any
kind, developers of and dealers in property.
(23)To borrow or raise money or secure or discharge any
debt or obligation (whether of the Company or of any
other person) in such manner as the Company thinks fit
and in particular (but without prejudice to the
generality of the foregoing) by the creation or issue,
upon such terms as to priority or otherwise as the
Company thinks fit, of securities of any kind or
mortgages or charges (fixed or floating) founded or
based upon all or any part of the undertaking, property,
assets and rights (present and future) of the Company,
including its uncalled capital, or without any such
security; and to receive money on deposit and advance
payments with or without allowance of interest thereon.
(24)To enter into any guarantee, contract of indemnity
or suretyship and in particular (without prejudice to
the generality of the foregoing) to guarantee, support
or secure, with or without consideration, whether by
personal obligation or by mortgaging or charging all or
any part of the undertaking, property and assets
(present and future) and uncalled capital of the Company
or by both such methods or in any other manner, the
performance of any contracts, obligations or commitments
of, and the repayment or payment of the principal
amounts of and any premiums, interest, dividends and
other moneys payable on or in respect of any securities
or liabilities of, any person, including (without
prejudice to the generality of the foregoing) any
company which is a subsidiary or a holding company of
the Company or another subsidiary of a holding company
of the Company or otherwise associated with the Company
and whether or not any consideration or advantage is
received by the Company.
(25)To accept securities of any person or any property
or interesttherein of whatsoever nature in payment or
part payment for any services rendered or for any sale
or supply made to, or debt owing from, any such person.
(26)To insure by any means the Company shall think fit
any property, asset, matter or interest and against any
potential liability or loss of the Company or of any
other person and the life or health of any person for
the benefit of the Company.
(27)To enter into and carry into effect any arrangement
for a partnership or joint working or joint venture in
business or for the sharing of profits or for
amalgamation with any other person.
(28)To acquire by any means and hold and deal with any
real or personal property or rights whatsoever, whether
or not for the purposes of or in connection with any of
the foregoing activities, and without prejudice to the
generality of the foregoing to purchase, take on lease
or in exchange, take options over, hire or otherwise
acquire and hold and deal with any real property and any
estate or interest in such property, including without
limitation any lands, buildings, installations,
structures, servitudes, easements, rights, privileges
and concessions and wayleaves and to use, exploit and
develop the same.
(29)To carry on business as land and estate owners,
builders, house and estate agents, to build, construct,
maintain, alter, enlarge, pull down and remove or
replace any buildings, factories, offices, works,
wharfs, roads, railways, tramways, machinery, engines,
walls, fences, banks, dams, sluices or water courses and
to clear sites for the same and to work, manage and
control the same and to carry on any other business
which may seem to the Company capable of being
conveniently carried on in connection with the above or
calculated directly or indirectly to enhance the value
of or render more profitable any of the Company's
property.
(30)To apply for and take out, purchase or otherwise
acquire any patents, patent rights, inventions, secret
processes, designs, copyrights, trade marks, service
marks, commercial names and designations, know-how,
formulae, licences, concessions and the like (and any
interest in any of them) and any exclusive or
non-exclusive or limited right to use, and any secret or
other information as to, any invention or secret process
of any kind and to use, exercise, develop, and grant
licences in respect of, and otherwise turn to account
and deal with, the property, rights and information so
acquired.
(31)To acquire by any means the whole or any part of
the assets, and to undertake the whole or any part of
the liabilities, of any person carrying on or proposing
to carry on any business which the Company is authorised
to carry on or which can be carried on in connection
therewith, and to acquire an interest in, amalgamate or
enter into partnership or into any arrangement for
sharing profits, or for co-operation, or for mutual
assistance, with any such person and to give or accept,
for any of the acts or things aforesaid or property
acquired, such consideration as the Company thinks fit,
including without limitation, any shares, whether fully
or partly paid up, debentures, or other securities or
rights.
(32)To subscribe for, underwrite, purchase or otherwise
acquire, and to hold, and deal with, any shares, stocks,
debentures, bonds, notes and other securities,
obligations and other investments of any nature
whatsoever and any options or rights in respect of them;
and otherwise to invest and deal with the money and
assets of the Company.
(33)To advance, lend or deposit money, and to give
credit or financial accommodation to any person on such
terms as may be thought fit by the Company and to render
advice to any such person.
(34)To draw, make, accept, endorse, discount,
negotiate, execute and issue promissory notes, bills of
exchange, bills of lading, warrants, debentures and
other negotiable or transferable instruments.
*(35)Subject to such terms and conditions as may be
thought fit, to undertake interest rate and currency
swaps, options (including traded options), swap option
contracts, forward exchange contracts, futures contracts
or other financial instruments including hedging
agreements of any kind all or any of which may be on a
fixed and/or floating rate basis and/or in respect of
Sterling (and any other currencies or basket of
currencies including but not limited to European
Currency Units (as the same may from time to time be
designated or constituted)) or commodities of any kind
and in the case of such swaps, options, swap option
contracts, forward exchange contracts, futures contracts
or other financial instruments including hedging
agreements of any kind they may be undertaken by the
Company on a speculative basis or otherwise.
(36)To apply for, promote and obtain any Act of
Parliament, charter, privilege, concession, licence or
authorisation of any government, state, department or
other authority (international, national, local,
municipal or otherwise) for enabling the Company to
carry any of its objects into effect or for extending
any of the Company's powers or for effecting any
modification of the Company's constitution, or for any
other purpose which may seem expedient, and to oppose
any actions, steps, proceedings or applications which
may seem calculated directly or indirectly to prejudice
the interests of the Company or of its members.
(37)To enter into any arrangements with any
governments, states, departments or authorities
(international, national, local, municipal or
otherwise), or any corporations, companies or persons,
that may seem conducive to the Company's objects or any
of them, and to obtain from any such government, state,
department, authority, corporation, company or person,
any charters, contracts, decrees, rights, privileges and
concessions which the Company may think desirable, and
to carry out, exercise, comply with and exploit, any
such charters, contracts, decrees, rights, privileges
and concessions.
(38)To do all or any of the following, namely -
(A) to establish, provide, carry on,
maintain, manage, support, purchase and contribute
to any pension, superannuation, retirement,
redundancy, injury, death benefit or insurance
funds, trusts, schemes or policies for the benefit
of, and to give or procure the giving of pensions,
annuities, allowances, gratuities, donations,
emoluments, benefits of any description (whether in
kind or otherwise), incentives, bonuses assistance
(whether financial or otherwise) and accommodation,
and to provide and maintain living accommodation,
in all cases in such manner and on such terms as
the Company thinks fit to, and to make payments for
or towards the insurance of -
(i) any individuals who are or were
at any time in the employment of, or directors
or officers of (or held comparable or
equivalent office in), or acted as consultants
or advisers to or agents for -
* Sub-clause (35) was added by Special Resolution
of the Company passed on 20th November 1990.
(a)the Company or any company which is or
was its holding company or is or was a subsidiary
of the company; or
(b)any person to whose business the Company
or any subsidiary of the Company is, in whole or in
part, a successor directly or indirectly; or
(c)any person otherwise allied to or associated with
the Company;
(ii) any other individuals whose
service has been of benefit to the Company or
who are or were at any time members or
eligible to be members of any scheme
established under section 54 of the
Electricity Act 1947 or who the Company
considers have a moral claim on the Company;
and
(iii) the spouses, widows,
widowers, families and dependants of any such
individuals as aforesaid; and
(B) to establish, provide, carry on,
maintain, manage, support and provide financial
assistance to welfare, sports and social
facilities, associations, clubs, funds and
institutions which the Company considers likely to
benefit or further the interests of any of the
aforementioned individuals, spouses, widows,
widowers, families and dependants.
(39)To establish, maintain, manage, support and
contribute to any schemes for the acquisition of shares
in the Company or any holding company by or for the
benefit of any individuals who are or were at any time
in the employment of, or directors or officers of, the
Company or any company which is or was its holding
company or is or was a subsidiary of the Company or any
such holding company or any other company or former
company connected or associated in any way with the
Company or with the whole or any part of its
undertaking, and to lend money to any such individuals
to enable them to acquire shares in the Company or in
its holding company and to establish, maintain, manage
and support (financially or otherwise) any schemes for
sharing profits of the Company or any other such company
as aforesaid with any such individuals.
(40)To subscribe or contribute (in cash or in kind) to,
and to promote or sponsor, any charitable, benevolent or
useful object of a public character or any object which
may in the opinion of the Company be likely directly or
indirectly to further the interests of the Company, its
employees or its members.
(41)To pay and discharge all or any expenses, costs and
disbursements, to pay commissions and to remunerate any
person for services rendered or to be rendered, in
connection with the formation, registration, promotion
and flotation of the Company and any company promoted by
the Company and of and incidental to any negotiations
between promoters preliminary to the formation of the
Company and the underwriting or placing or issue at any
time of any securities of the Company or of any other
person and also all costs and expenses of and incidental
to the acquisition by the Company of any property or
assets and of and incidental to the accomplishment of
all or any formalities which the Company may think
necessary or proper in connection with any of the
matters aforesaid.
(42)To cease carrying on or wind up any business or
activity of the Company and to cancel any registration
of and to wind up or procure the dissolution of the
Company in any state or territory.
(43)To issue, allot and grant options over securities
of the Company for cash or otherwise or in payment or
part payment for any real or personal property or rights
therein purchased or otherwise acquired by the Company
or any services rendered to, or at the request of, or
for the benefit of, the Company or as security for, or
indemnity for, or towards satisfaction of, any liability
or obligation undertaken or agreed to be undertaken by
or for the benefit of the Company, or in consideration
of any obligation (even if valued at less than the
nominal value of such securities) or for any other
purpose.
(44)To procure the Company to be registered or
recognised in any part of the world.
(45)To promote or concur in promoting any other company
for the purpose of acquiring all or any of the property
or undertaking any of the liabilities of the Company, or
both, or of undertaking any business or operations which
may appear likely to assist or benefit the Company, and
to place or guarantee the placing of, underwrite,
subscribe for, or otherwise acquire all or any part of
the shares, debentures, obligations or other securities
of any such company.
(46)To dispose by any means of the whole or any part of
the assets of the Company or of any interest therein.
(47)To distribute in specie or otherwise by way of
dividends or bonus or reduction of capital all or any of
the property or assets of the Company among its members,
and particularly, but without prejudice to the
generality of the foregoing, securities of any other
company formed to take over the whole or any part of the
assets or liabilities of the Company or any proceeds of
sale or other disposal of any property or assets of the
Company.
(48)To do all or any of the above things in any part of
the world, and either as principal, agent, trustee,
contractor or otherwise, and either alone or in
conjunction with others, and either by or through
agents, trustees, sub-contractors, subsidiaries or
otherwise.
(49)To carry on any other businesses or activities
which the directors consider is, or may be, capable of
being carried on directly or indirectly for the benefit
of the Company.
(50)To do all such other things as may be deemed, or as
the Company considers, incidental or conducive to the
attainment of the above objects or any of them.
AND IT IS HEREBY DECLARED that in this clause:-
(a) unless the context otherwise requires, words in the
singular include the plural and vice versa;
(b) unless the context otherwise requires, a reference
to a person includes a reference to a company, and a
reference to a person or company includes a reference to
a firm, partnership, corporation, government or other
authority (municipal, local or otherwise), undertaking,
organisation, association, statutory, public or other
body and any other legal entity, whether resident,
domiciled or situated in the United Kingdom or
elsewhere;
(c) references to "other" and "otherwise" shall not be
construed ejusdem generis where a wider construction is
possible;
(d) the words "and" and "or" shall mean "and/or";
(e) the words "associated companies" shall mean any two
or more companies if one has control of the other or
others, or any person has control of both or all of
them;
(f) the words "subsidiary" (except in paragraph (h)
below) and "holding company" have the same meaning as in
section 736 of the Companies Act 1985 or any statutory
modification or re- enactment of it;
(g) the words "securities" shall include any fully,
partly or nil paid or no par value share, stock, unit,
debenture or loan stock, deposit receipt, bill, note,
warrant, coupon, right to subscribe or convert, or
similar right or obligation;
(h) the objects specified in each of the foregoing
paragraphs of this clause shall be separate and distinct
objects of the Company and accordingly shall not be in
any way limited or restricted (except so far as
otherwise expressly stated in any paragraph) by
reference to or inference from the terms of any other
paragraph or the order in which the paragraphs occur or
the name of the Company, and none of the paragraphs
shall be deemed merely subsidiary or incidental to any
other paragraph.
5 The liability of the members is limited.
*6 The share capital of the Company is 50,000 pounds, divided into
50,000 shares of 1 pound each.
* By special resolution passed on 19th November 1990 and
conditionally on all the shares comprised in the share capital of
the Company being admitted to The Official List of The Stock
Exchange by no later than 11th January 1991, the authorised share
capital was increased to 150,000,001 pounds by the creation of
149,950,000 ordinary shares of 1 pound and by the creation of one
special rights redeemable preference share of 1 pound and each
ordinary share was subdivided into two ordinary shares of 50p
each.
WE, the subscribers to this memorandum of association, wish to be
formed into a company pursuant to this memorandum and we agree to
take the number of shares shown opposite our respective names.
Names and addresses Number of shares
of subscribers taken by each
subscriber
Mark Andrew Higson One
2 Staleys Road
Borough Green
Kent TN15 8RR
David Frederick Pascho One
25 Derwent Road
Whitton
Twickenham
Middlesex TW2 7HQ
Dated 9th March 1989
Witness to the above signatures:- B. G. Johnson
161 Wessex Drive
Erith
Kent
DA8 3AH
Civil Servant
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
AGREEMENT FOR FILING CONSOLIDATED
FEDERAL INCOME TAX RETURN AND FOR
ALLOCATION OF CONSOLIDATED FEDERAL
INCOME TAX LIABILITIES AND BENEFITS
DATED APRIL 30, 1996
Central and South West Corporation, a registered public
utility holding company, and its Subsidiaries (collectively
referred to as "the Parties") hereby agree to annually join in
the filing of a consolidated Federal income tax return and to
allocate the consolidated Federal income tax liabilities and
benefits among the members of the consolidated group in
accordance with the provisions of this Agreement.
1. Parties To The Agreement
Federal Employer
Company and Address Identification Number
Central and South West Corporation 51-0007707
Dallas, Texas
Central Power and Light Company 74-0550600
Corpus Christi, Texas
Public Service Company of Oklahoma 73-0410895
Tulsa, Oklahoma
Southwestern Electric Power Company 72-0323455
Shreveport, Louisiana
West Texas Utilities Company 75-0646790
Abilene, Texas
Transok, Inc. 73-0625667
Tulsa, Oklahoma
Central and South West Services, Inc. 75-1296566
Dallas, Texas
CSW Leasing, Inc. 75-2013749
Dallas, Texas
CSW Credit, Inc. 75-2055555
Dallas, Texas
CSW Energy, Inc. 75-1901710
Dallas, Texas
Ash Creek Mining Company 73-1008093
Tulsa, Oklahoma
Transok Acquisition Company 73-1394306
Tulsa, Oklahoma
Transok Gas Company 75-2142711
Tulsa, Oklahoma
Transok Gas Transmission Company 74-1829715
Tulsa, Oklahoma
Transok Gas Gathering Company 75-2088284
Tulsa, Oklahoma
Transok Gas Processing Company 73-1398682
Tulsa, Oklahoma
Transok Properties, Inc. 73-1414200
Tulsa, Oklahoma
Southwest Arkansas Utilities Corporation 71-6052763
DeQueen, Arkansas
CSW Development-I, Inc. 75-2370921
Dallas, Texas
CSW Development-II, Inc. 75-2439272
Dallas, Texas
CSW Ft. Lupton, Inc. 75-2474488
Dallas, Texas
Noah I Power G.P., Inc. 33-0489753
Dallas, Texas
CSW Orange, Inc. 75-2505862
Dallas, Texas
CSW Communications, Inc. 75-2548781
Dallas, Texas
CSW International, Inc. 75-2569322
Dallas, Texas
CSW Mulberry, Inc. 75-2523281
Dallas, Texas
Newgulf Power Venture, Inc. 75-2562614
Dallas, Texas
CSW Nevada, Inc. 75-2562610
Dallas, Texas
Enershop, Inc. 75-2613053
Dallas, Texas
CSW International (U.K.), Inc. 75-2638928
Dallas, Texas
CSW International Two, Inc. 75-2638929
Dallas, Texas
CSW International Three, Inc. 75-2638930
Dallas, Texas
CSW International (Cayman), Inc. 75-2638932
Dallas, Texas
CSW Mulberry II, Inc. 75-2562612
Dallas, Texas
CSW Orange II, Inc. 75-2562609
Dallas, Texas
CSW Development-3, Inc. 75-2638922
Dallas, Texas
CSW Northwest GP, Inc. 75-2638926
Dallas, Texas
CSW Northwest LP, Inc. 75-2638925
Dallas, Texas
CSW Sweeny GP I, Inc. 75-2627173
Dallas, Texas
CSW Sweeny GP II, Inc. 75-2627175
Dallas, Texas
CSW Sweeny LP I, Inc. 75-2627176
Dallas, Texas
CSW Sweeny LP II, Inc. 75-2627177
Dallas, Texas
2. DEFINITIONS
"Consolidated tax" is the aggregate current Federal
income tax liability for a tax year, being the tax
shown on the consolidated Federal income tax return and
any adjustments thereto.
"Corporate taxable income" is the taxable income of a
subsidiary company for a tax year, computed as though
such company had filed a separate return on the same
basis as used in the consolidated return, except that
dividend income from subsidiary companies shall be
disregarded, and other intercompany transactions,
eliminated in consolidation, shall be given appropriate
effect.
"Corporate taxable loss" is the taxable loss of a
subsidiary company for a tax year, computed as though
such company had filed a separate return on the same
basis as used in the consolidated return, except that
dividend income from subsidiary companies shall be
disregarded, and other intercompany transactions,
eliminated in consolidation, shall be given appropriate
effect.
These definitions shall apply, as appropriate, in the
context of the Alternative Minimum Tax ("AMT").
3. TAX ALLOCATION PROCEDURES
The consolidated tax shall be allocated among the
members of the group consistent with Rule 45(c) of the
Public Utility Holding Company Act of 1935, utilizing
the "separate return corporate taxable income" method,
in the following manner:
(a) Intercompany transactions eliminated
by consolidation entries which affect the
consolidated taxable income will be restored
to the appropriate member for the
purpose of computing separate return
corporate taxable income or loss.
(b) The consolidated regular tax,
exclusive of the AMT & FTC and calculated
prior to the reduction for any credits
including the AMT & FTC credit, will be
allocated among the members of the group
based on the ratio of each member's separate
return corporate taxable income to the total
separate return corporate taxable income.
(c) The consolidated AMT and the
Environmental Tax will be allocated among the
members of the group based on the ratio of
each member's separate return corporate
Alternative Minimum Taxable Income ("AMTI")
to the total separate corporate return AMTI.
(d) With the exception of the parent
corporation, each member of the group having
a separate return corporate taxable loss will
be included in the allocation of the regular
consolidated tax. Such loss members will
receive current payment for the reduction
in the regular consolidated tax
liability resulting from the inclusion of the
losses of such members in the consolidated
return.
Any regular tax savings in consolidation
will be allocated to the members of the group
having separate return corporate taxable
income as provided in sub-section (b).
If the aggregate of the member's
separate return corporate taxable losses are
not entirely utilized on the current year's
consolidated return, the consolidated carry-
back to the applicable prior tax year(s) will
be allocated in accordance with section 6.
(e) The tax allocated to any member of
the group shall not exceed the separate
return tax of such member.
(f) General business credits, other tax
credits and capital losses shall be
equitably allocated to those members whose
investments or contributions generated the
credit or capital loss.
If the credit or capital loss can not be
entirely utilized to offset consolidated
tax, the credit or capital loss carryover
shall be equitably allocated on a separate return
basis to those members whose investments or
contributions generated the credit or capital
loss.
(g) In the event a portion of the
consolidated AMT is not allocable to members
because of the limitation in sub-section (e),
the parent corporation will pay the
unallocated AMT. Such unallocated AMT will
be carried forward, and, if appropriate,
allocated to applicable members in subsequent
taxable years to the extent allowed under sub-
section (e). If any remaining unallocated
AMT is recovered on a consolidated basis in a
subsequent year by the reduction of the
consolidated regular tax by the AMT credit,
the parent corporation will receive the
entire tax benefit of such recovery until the
unallocated AMT is eliminated.
4. EXCLUDED SUBSIDIARY COMPANIES
Prior to the 1991 tax year, CSW Leasing, Inc. and CSW
Energy, Inc. were excluded from the tax allocation
pursuant to Rule 45(c)(4) and the tax benefits
attributable to such companies' losses and credits were
allocated to the parent corporation. These excluded
companies retain separate return carryover rights for
the losses and credits availed of by the parent
corporation through the consolidated return. On future
consolidated tax allocations, the parent corporation
shall pay such companies for the previously allocated
tax benefits to the extent the companies are able to
offset separate return corporate taxable income with
such carryovers.
5. PARENT CORPORATION LOSS
Any regular tax savings in consolidation from the
parent corporation, excluding the effects of
extraordinary items, shall be allocated to those
members which have separate return corporate taxable
income in the same manner as the consolidated tax is
allocated. Members having a separate return corporate
taxable loss will not participate in the allocation of
the parent company loss.
6. TAX ADJUSTMENTS
In the event the consolidated tax liability is
subsequently revised by Internal Revenue Service audit
adjustments, amended returns, claims for refund, or
otherwise, such changes shall be allocated in the same
manner as though the adjustments on which they are
based had formed part of the original consolidated
return.
7. EFFECTIVE DATE
This Agreement is effective for the allocation of the
current Federal income tax liabilities of the Parties
for the tax year 1995 and all subsequent years until
this Agreement is revised in writing.
8. APPROVAL
This Agreement is subject to the approval of the
Securities and Exchange Commission. A copy of this
Agreement will be filed as an exhibit to the Form U5S
Annual Report to the Securities and Exchange Commission
by Central and South West Corporation for the year
ended December 31, 1995.
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned, duly authorized, have
signed this Agreement on behalf of the Parties indicated.
Central and South West Corporation
By Wendy G. Hargus, Controller
Central and South West Services, Inc.
By /s/ Harry D. Mattison
Chief Executive Officer
Central Power and Light Company
By /s/ Robert R. Carey
President and Chief Executive Officer
Public Service Company of Oklahoma
By /s/ Robert L. Zemanek
President and Chief Executive Officer
Southwestern Electric Power Company
By /s/ Richard H. Bremer
President and Chief Executive Officer
West Texas Utilities Company
By /s/ Glenn Files
President and Chief Executive Officer
Transok, Inc.
Transok Acquisition Company
Transok Gas Company
Transok Gas Transmission Company
Transok Gas Gathering Company
Transok Gas Processing Company
Transok Properties, Inc.
By /s/ A. Dean Fuller
President and Chief Executive Officer
CSW Mulberry, Inc.
CSW Mulberry II, Inc.
Newgulf Power Venture, Inc.
CSW Nevada, Inc.
CSW Energy, Inc.
CSW Development-I, Inc.
CSW Development-II, Inc.
CSW Development-3, Inc.
CSW Ft. Lupton, Inc.
Noah I Power G.P., Inc.
CSW Orange, Inc.
CSW Orange II, Inc.
CSW Northwest GP, Inc.
CSW Northwest LP, Inc.
CSW Sweeny GP I, Inc.
CSW Sweeny GP II, Inc.
CSW Sweeny LP I, Inc.
CSW Sweeny LP II, Inc.
By /s/ Terry D. Dennis
President and Chief Executive Officer
CSW Credit, Inc.
By /s/ Glenn D. Rosilier
President
CSW Leasing, Inc.
By /s/ Glenn D. Rosilier
President
Ash Creek Mining Company
By /s/ E. Michael Williams
President
Southwest Arkansas Utilities Corporation
By /s/ Thomas H. DeWeese
President
CSW Communications, Inc.
Enershop, Inc.
By /s/ Lawrence E. DeSimone
President
CSW International, Inc.
CSW International (U.K.), Inc.
CSW International (Cayman), Inc.
By /s/ Terry D. Dennis
President
SWEPCO STATEMENT OF ENVIRONMENTAL LABORATORY SERVICES
FOR THE YEAR ENDED DECEMBER 31, 1995
Environmental Sabine Mining Co.
Laboratory Compensation $ 140,707
Analysis Cost of Supplies 11,109
$ 129,598
Dolet Hills Mining
Venture $ 12,938
Kerr-McGee 1,565
Pump Master 10,184
Ark-Tex Analytical 7,844
Miller Environmental 4,000
Knoll Pharmaceuticals 756
Miscellaneous 457
$ 167,342
CSW EXECUTIVE COMPENSATION
Executive Compensation Committee Report
The Corporation's executive compensation program has as its foundation the
following objectives:
Maintaining a total compensation program consisting of base salary,
performance incentives and benefits designed to support the corporate goal of
providing superior value to our stockholders and customers;
Providing comprehensive programs which serve to facilitate the recruitment,
retention and motivation of qualified executives; and
Rewarding key executives for achieving financial, operating and individual
objectives that produce a corresponding and direct return to the Corporation's
stockholders in both the long-term and the short-term.
The Executive Compensation Committee of the Board (Compensation Committee),
which consists of six independent outside directors, has designed the
Corporation's executive compensation programs around a strong
pay-for-performance philosophy. The Compensation Committee strives to
maintain competitive levels of total compensation as compared to peers in the
utility industry.
Each year, the Compensation Committee conducts a comprehensive review of the
Corporation's executive compensation programs. The Compensation Committee is
assisted in these efforts by an independent consultant and by the
Corporation's internal staff, who provide the Compensation Committee with
relevant information and recommendations regarding the compensation policies
and specific compensation matters. This review is designed to ensure that the
proper programs are in place to enable the Corporation to achieve its
strategic and operating objectives and provide superior value to its
stockholders, the Corporation's customers, and to document the Corporation's
relative competitive position.
To maintain competitive, comprehensive compensation, the Compensation
Committee reviews a comparison of the Corporation's compensation programs with
those offered by comparable companies within the utility industry. For each
component of compensation as well as total compensation, the Compensation
Committee seeks to ensure that the Corporation's level of compensation for
expected level of performance approximates the average or mean for executive
officers in similar positions at comparable companies. Performance above or
below expected levels is reflected in a corresponding increase or reduction in
the incentive portion of our compensation program.
The amounts of each of the primary components of executive
compensation--salary, annual incentive plan awards and long-term incentive
plan awards--will fluctuate according to individual and/or corporate
performance, as described in detail in this report. Corporate performance for
these purposes is measured against a peer group of selected companies in the
utility industry (Utility Peer Group). The Utility Peer Group consists of the
companies listed in the S&P Electric Utility Index as well as large regional
competitors. The Compensation Committee believes that using the S&P Electric
Utility Index provides an objective measure to compare performance benchmarks
appropriate for compensation purposes.
The Corporation's executive compensation program includes several components
serving long and short-term objectives and taking advantage of several federal
income tax incentives, which are not directly performance-based. The
Corporation provides its senior executive officers with benefits under the
Special Executive Retirement Plan and all executive officers with certain
executive perquisites (as noted elsewhere in this Proxy Statement.) In
addition, the Corporation maintains for each of its executive officers a
package of benefits under its pension and welfare benefit plans that are
generally provided to all employees, including group health, life, disability
and accident insurance plans, tax-advantaged reimbursement accounts, a defined
benefit pension plan and the ThriftPlus 401(k) thrift plan.
The following describes the relationship of compensation to performance for
the principal components of executive officer compensation:
Base Salary: Each executive officer's corporate position is assigned a salary
grade reflecting the Corporation's evaluation of the position's overall
contribution to corporate goals and the value the labor market places on the
associated job skills. A range of appropriate salaries is then assigned to
that salary grade. Each January, the salary ranges may be adjusted at the
discretion of the Compensation Committee for market conditions, including
practices in the Utility Peer Group, inflation, and supply and demand in the
labor markets. The midpoint of the salary range (Salary Midpoint)
corresponds to a "market rate" salary which the Committee believes is
appropriate for an experienced executive who is performing satisfactorily,
with salaries in excess of Salary Midpoint appropriate for executives whose
performance is excellent or exemplary.
Any progression or regression within the salary range for an executive
officer depends upon a formal annual review of job performance,
accomplishments and progress toward individual goals and objectives. The
results of executive officers' performance evaluations form a part of the
basis of the Compensation Committee's decision to approve, at its discretion,
base salaries of executive officers. Corporate performance factors affect
progress within salary ranges in several ways. First, corporate or
departmental financial and other results are one of the best methods for
evaluating various elements of an individual executive officer's performance.
Second, corporate or departmental operating results or budgets may limit the
extent to which an executive officer may progress in salary for a given year.
Incentive Programs - General: The executive incentive programs are designed
to strike an appropriate balance between short-term accomplishments and the
Corporation's need to effectively plan for and perform over the long-term.
Incentive Programs - Annual Incentive Plan: The Annual Incentive Plan (AIP)
is a short-term bonus plan rewarding annual performance. AIP awards are
determined under a formula that directly ties the amount of the award with
levels of achievement for specific individual, subsidiary and corporate goals.
The amount of an executive officer's AIP award equals the arithmetic product
of (i) that officer's target award and (ii) a composite performance index.
The award can vary from 0 to a maximum of 150 percent of target.
The composite performance index for executive officers generally is the
arithmetic product of two equally weighted indices, a corporate performance
index and an individual performance index. For those executive officers whose
principal responsibility is to a subsidiary of the Corporation, a third
equally weighted index consisting of a performance index for that subsidiary
may, at the discretion of the Committee, be factored into the composite index.
The corporate performance index currently is determined solely by the
Corporation's earnings per share. Threshold, target and exceptional levels of
earnings per share are set by the Compensation Committee in January of each
year. The Compensation Committee considers both historic performance and the
current year plan expected level of earnings per share.
The individual performance index represents the average of results achieved
on several individual goals and a subjective evaluation of overall job
performance. Although individual performance goals do not necessarily
directly correlate to identifiable corporate performance, these goals are
constructed to support corporate initiatives and performance. If a given
individual fails to achieve a minimum threshold performance level on the
individual performance index, that individual does not earn an AIP award for
that year regardless of the levels of the corporate or subsidiary performance
indices.
The performance index for a given subsidiary represents the weighted average
of performance indices that measure the achievement of specific objective
and/or subjective goals that are set and weighted at the beginning of the year
for that subsidiary. The specific goals generally will include achieving
specified earnings levels and one or more non-financial goals such as
achievement of customer satisfaction ratings, productivity measures or
strategic goals. If a subsidiary performance index is factored into the
composite index and a given subsidiary of the Corporation fails to achieve a
minimum threshold level of performance on each of its performance goals, the
subsidiary performance will equal zero and, thus, executive officers of that
subsidiary will not earn an AIP award for that year.
Target awards for executive officers have been fixed at 40 percent of Salary
Midpoint for senior executives, 30 percent of Salary Midpoint for subsidiary
presidents, and 20 percent of Salary Midpoint for other executive officers.
The corresponding maximum AIP award that can be earned by the executive based
on the position of the executive in the Corporation is 1.5 times the target
award. These targets are established by a review of competitive practice
among the Utility Peer Group.
Performance under the AIP is measured or reviewed by each executive
officer's superior officer, or in the case of the chief executive officer, the
Compensation Committee, with the assistance of internal staff. The results
are reviewed and are subject to approval by the Compensation Committee. Under
the terms of the AIP, the Compensation Committee in the exercise of its
discretion, may vary corporate or company performance measures and the form of
payment for AIP awards from year-to-year prior to establishing the awards,
including payment in cash or restricted stock, as determined by the
Compensation Committee.
In 1995, the AIP awards were determined based on the corporate performance
index, the subsidiary company performance indices and the individual
performance index. For 1995, the Corporation achieved 125 percent of the
corporate performance index based on the earnings per share measure.
Accordingly, executive officers had the opportunity, based on individual and
subsidiary performance results, to earn AIP awards for 1995 up to a maximum
for senior executive officers of 60 percent of Salary Midpoint and for other
executive officers 30 percent of Salary Midpoint. These awards were paid in
the form of cash to all participants in January 1996.
Incentive Programs - Long-Term Incentive Plan: Amounts realized by the
Corporation's executive officers under awards made pursuant to the Central and
South West Corporation 1992 Long-Term Incentive Plan (LTIP) depend entirely
upon corporate performance. The Compensation Committee selects the form and
amount of LTIP awards based upon its evaluation of which vehicles then are
best positioned to serve as effective incentives for long-term performance.
Since 1992, the Compensation Committee has established LTIP awards in the
form of performance shares. These awards provide incentives both for
exceptional corporate performance and retention. Each year, the Compensation
Committee has set a target award of a specified dollar amount for each awardee
based on a percent of Salary Midpoint. The dollar amount corresponding to the
target award is divided by the per share market price of the Corporation's
Common Stock on the date the award is established to derive the number of
shares of such stock that will be issued if target performance is achieved by
the Corporation.
The payout of such an LTIP award is based upon a comparison of the
Corporation's total stockholder return over a three-year period, or "cycle,"
against total stockholder returns of utilities in the Utility Peer Group over
the same three-year period. Total stockholder return is calculated by
dividing (i) the sum of (A) the cumulative amount of dividends per share for
the three year period, assuming full dividend reinvestment, and (B) the change
in share price over the three-year period, by (ii) the share price at the
beginning of the three-year period. If the Corporation's total stockholder
return for a cycle falls in one of the top three quartiles of
similarly-calculated total stockholder returns achieved at companies in the
Utility Peer Group, the Corporation will make a payout to participants for the
three-year cycle then ending. First, second and third quartile performance
will result in payouts of 150 percent, 100 percent and 50 percent of target,
respectively. Performance in the fourth quartile yields no payout under the
LTIP.
Each year since inception of the LTIP, a new three-year performance cycle
has been established. The first performance based restricted stock awards
under the LTIP were established in 1992 for a three-year cycle through 1994.
In March 1995, the Committee reviewed total stockholder return results and
because they were below the threshold for a payout, no awards were granted.
The Committee is scheduled to evaluate the 1993-1995 cycle performance under
the LTIP in late March 1996.
The Corporation from time to time has also granted stock options under the
LTIP. Stock options are granted at the discretion of the Compensation
Committee. The stock options, once vested, allow grantees to buy specified
numbers of shares of Common Stock at a specified strike price, which to date
has been the market price on the date of grant. In determining grants to
date, the Compensation Committee has considered both the number and value of
options granted by companies in the Utility Peer Group with respect to both
the number and value of options awarded by the Corporation, and the relative
amounts of other long-term incentive awards at the Corporation and such peers.
The executive officers' realization of any value on the options depends upon
stock appreciation. There were no stock option grants issued in 1995.
Restricted Stock Award: In January 1996, the Compensation Committee
authorized a restricted stock grant for the executive officers of the
Corporation. This special discretionary award was made to reward sustained,
long-term corporate performance, encourage executive retention and focus on
the long-term perspective. This grant vests in 25 percent increments in 1997,
1998, 1999 and 2000.
The Compensation Committee does not consider the current number or value of
options or restricted stock held by the Corporation's executive officers in
determining the value and size of restricted stock and option awards under the
LTIP. No executive officer owns in excess of one percent of the Corporation's
Common Stock. Further, the amounts of LTIP awards are measured against
similar practices at other companies in the Utility Peer Group.
Tax Considerations: Section 162(m) of the Internal Revenue Code, as amended
(Code), generally limits the Corporation's federal income tax deduction for
compensation paid in any taxable year to any one of the five highest paid
executive officers named in the Corporation's proxy statement to $1 million.
The limit does not apply to specified types of payments, including, most
significantly, payments that are not includible in the employee's gross
income, payments made to or from a tax-qualified plan, and compensation that
meets the Code definition of performance-based compensation. Under the tax
law, the amount of a performance-based incentive award must be based entirely
on an objective formula, without any subjective consideration of individual
performance, to be considered performance-based. To preserve current tax
deductibility to the Corporation, the Compensation Committee deferred a
nominal portion of Mr. Brooks' 1995 AIP award.
The Compensation Committee has carefully considered the impact of this law.
At this time, the Compensation Committee believes it is in the Corporation's
and stockholder's best interests to retain the subjective determination of
individual performance under the AIP. Consequently, payments under the AIP,
if any, to the named executive officers may be subject to the limitation
imposed by the Code section 162(m). The LTIP is a shareholder approved plan
which meets the definition of performance-based compensation.
Rationale for CEO Compensation
In 1995, Mr. Brooks' compensation was determined as described above for all
of the Corporation's executive officers.
Mr. Brooks' annual salary increased to $650,000 in November 1995. The
Compensation Committee based its subjective decision to increase Mr. Brooks'
annual salary on Mr. Brooks' role in advancing important corporate initiatives
designed to enhance the Corporation's performance and position as a strong
utility. These significant initiatives were equally important to the
Compensation Committee and are as follows: Mr. Brooks' role in overseeing the
Corporation's operations and resultant operations and maintenance expense
reductions, his role in pursuing international investments and the proposed
SEEBOARD acquisition, his management of the Corporation's position in the CPL
and WTU rate and related regulatory proceedings, his oversight of and
formulation of strategies for the non-utility businesses and a subjective
review of the level of corporate earnings achieved for 1995. In addition, as
a part of its overall annual review of executive compensation, the
Compensation Committee reviewed Mr. Brooks' salary range and Salary Midpoint
and adjusted his salary based on that information as well as changes in the
salaries of chief executive officers at comparable regional utilities (not
limited to the Utility Peer Group.)
Like those of other senior executive officers, Mr. Brooks' target AIP award
for 1995 was 40 percent of his Salary Midpoint. In 1995, the Corporation
achieved 125 percent of its corporate objective, based solely on earnings per
share, which together with the Compensation Committee's subjective evaluation
of Mr. Brooks' individual performance, resulted in a $374,354 AIP award, which
was paid in cash in January 1996. Mr. Brooks individual goals corresponded to
the Corporation's strategic goals adopted in pursuit of its overall goal to
maximize stockholder value. The Corporation achieved significant milestones
for each of such strategic goals.
To recognize sustained long-term performance, in January 1996 the
Compensation Committee granted Mr. Brooks a special restricted stock award of
16,300 restricted shares. These shares were granted at a share price of
$27.25 and will vest in 25 percent increments over the next four years.
In 1995, the Compensation Committee established Mr. Brooks' target award for
LTIP for the 1995-1997 cycle of $368,114 to be paid in shares of restricted
stock in 1998 if performance measures are met. This target amount was derived
by reference to the number and value of grants to chief executive officers at
comparable companies (not limited to the Utility Peer Group.)
EXECUTIVE COMPENSATION COMMITTEE
Joe H. Foy, Chairman
Molly Shi Boren
Thomas H. Cruikshank
Robert W. Lawless
J.C. Templeton
Lloyd D. Ward
<TABLE>
Cash and Other Forms of Compensation
The following table sets forth the aggregate cash and other compensation for
services rendered for the fiscal years of 1995, 1994 and 1993 paid or awarded
by the Corporation to the Chief Executive Officer and each of the four most
highly compensated executive officers (Named Executive Officers).
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
Awards Payouts
Other
Annual Restricted Securities All Other
Compen Stock Underlying LTIP Compen-
Name and Salary Bonus sation Award(s) Options/ Payouts sation
Principal Position Year ($) ($)(1) ($)(1) ($)(1)(2) SARs(#) ($) ($)(3)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
E.R. Brooks 1995 628,847 162,739 25,149 -- -- -- 23,956
Chairman, 1994 599,765 -- 20,577 -- 38,579 -- 24,485
President 1993 549,167 57,265 20,579 57,236 -- -- 28,334
and Chief Executive
Officer
T.V. Shockley,III 1995 406,870 105,448 8,441 -- -- -- 21,706
Executive Vice 1994 392,389 -- 12,693 -- 23,702 -- 22,235
President 1993 373,333 35,462 12,606 35,402 -- -- 24,796
Harry D. Mattison 1995 396,823 99,898 5,886 -- -- -- 23,956
Executive Vice 1994 382,388 -- 8,765 -- 23,702 -- 24,485
President 1993 363,333 38,773 9,538 38,750 -- -- 28,333
Ferd. C. Meyer, Jr. 1995 336,547 86,444 12,354 -- -- -- 21,706
Senior Vice 1994 320,637 -- 8,236 -- 18,459 -- 22,235
President and 1993 307,167 30,688 12,346 30,632 -- -- 24,796
General Counsel
Glenn D. Rosilier 1995 326,500 86,444 6,706 -- -- -- 23,019
Senior Vice 1994 311,541 -- 6,714 -- 18,459 -- 22,235
President and 1993 294,450 32,117 11,872 32,084 -- -- 24,796
Chief Financial
Officer
______________________
</TABLE>
1) Amounts in these columns are paid or awarded in a calendar year for
performance in a preceding year.
2) Grants of restricted stock are administered by the Executive
Compensation Committee of the Board, which has the authority to determine the
individuals to whom and the terms upon which restricted stock grants,
including the number of underlying shares, shall be made. The awards
reflected in this column all have four-year vesting periods with 20 percent
of the stock vesting on the first, second and third anniversary dates of the
award and 40 percent vesting on the fourth such anniversary. Upon vesting,
shares of Common Stock are re-issued without restrictions. The individual
receives dividends and may vote shares of restricted stock, even before
they are vested. The amount reported in the table represents the market
value of the shares at the date of grant. As of the end of 1995, the
aggregate restricted stock holdings of each of the Named Executive Officers
were:
Restricted Stock Held Market Value at
at December 31, 1995 December 31, 1995
E.R. Brooks 2,572 $71,695
T.V. Shockley, III 1,587 44,238
Harry D. Mattison 1,654 46,105
Ferd. C. Meyer, Jr. 1,398 38,969
Glenn D. Rosilier 1,429 39,833
3) Amounts shown in this column consist of (i) the annual employer matching
payments to CSW's Thrift Plus Plan, (ii) premiums paid per participant for
personal liability insurance and (iii) average amounts of premiums paid per
participant in those years under CSW's memorial gift program. See "OTHER
INFORMATION REGARDING THE BOARD OF DIRECTORS - MEETINGS AND" for a description
of the Corporation's memorial gift program.
Option/SAR Grants
No stock options or stock appreciation rights were granted in 1995. The
stock option plans are administered by the Executive Compensation Committee of
the Board, which has the authority to determine the individuals to whom and
the terms upon which option and SAR grants shall be made.
Option/SAR Exercises and Year-End Value Table
Shown below is information regarding option/SAR exercises during 1995 and
unexercised options/SARs at December 31, 1995 for the Named Executive
Officers.
<TABLE>
Aggregated Option/SAR Exercises in 1995
and Fiscal Year-End Option/SAR Values
<CAPTION>
Number of
Securities
Underlying Value of
Unexercised In-the-Money
Options/SARs Options/SARs
Value at Year-End($) at Year-End ($)
Shares Acquired Realized Exercisable/ Exercisable/
Name on Exercise(#) ($) Unexercisable Unexercisable(1)
<S> <C> <C> <C> <C>
E. R. Brooks - - 41,455/25,720 -/78,755
T. V. Shockley, III - - 26,421/15,810 -/48,410
Harry D. Mattison - - 26,429/15,802 -/48,386
Ferd. C. Meyer, Jr. - - 20,583/12,306 -/37,681
Glenn D. Rosilier - - 20,583/12,306 -/37,681
_______________
1) Calculated based upon the difference between the closing price of the
Corporation's Common Stock on the New York Stock Exchange on December 31, 1995
($27.875 per share) and the exercise price per share of the outstanding
unexercisable and exercisable options ($24.813 and $29.625, as applicable).
</TABLE>
Long-Term Incentive Plan Awards in 1995
<TABLE>
<CAPTION>
The following table shows information concerning awards made to the Named
Executive Officers during 1995 under the LTIP:
Performance or Estimated Future Payouts under
Number of Other Period Non-Stock Price Based Plans
Shares, Units Until Maturation Threshold Target Maximum
Name Other Rights or Payout ($) ($) ($)
<S> <C> <C> <C> <C> <C>
E.R. Brooks -- 2 years -- 368,114 552,171
T.V. Shockley,III -- 2 years -- 218,308 327,462
Harry D. Mattison -- 2 years -- 218,308 327,462
Ferd. C. Meyer,Jr.-- 2 years -- 171,417 257,126
Glenn D. Rosilier -- 2 years -- 171,417 257,126
</TABLE>
Payouts of the awards are contingent upon the Corporation's achieving a
specified level of total stockholder return, relative to a peer group of
utility companies, for a three-year period, or cycle, and exceeding a certain
defined minimum threshold. If the Named Executive Officer's employment is
terminated during the performance period for any reason other than death,
total and permanent disability or retirement, then the award is canceled. The
LTIP contains a provision accelerating awards upon a change in control of the
Corporation. Except as provided in the next sentence, if a change in control
of the Corporation occurs, all options and SARs become fully exercisable and
all restrictions, terms and conditions applicable to all restricted stock are
deemed lapsed and satisfied and all performance units are deemed to have been
fully earned, as of the date of the change in control. Awards which have been
outstanding for less than six months prior to the date the change in control
occurs are not subject to acceleration upon the occurrence of a change of
control. The LTIP also contains provisions designed to prevent circumvention
of the above acceleration provisions through coerced termination of an
employee prior to a change in control. See "EXECUTIVE COMPENSATION COMMITTEE
REPORT - INCENTIVE PROGRAMS - LONG-TERM INCENTIVE" for a more thorough
discussion of the terms of the LTIP.
Retirement Plan
<TABLE>
<CAPTION>
PENSION PLAN TABLE
Annual Benefits After
Average Compensation Specified Years of Credited Service
15 20 25 30 or more
<S> <C> <C> <C> <C>
$250,000 $ 62,625 $83,333 $104,167 $125,000
350,000 87,675 116,667 145,833 175,000
450,000 112,725 150,000 187,500 225,000
550,000 137,775 183,333 229,167 275,000
650,000 162,825 216,667 270,833 325,000
750,000 187,875 250,000 312,500 375,000
</TABLE>
Executive officers are eligible to participate in the tax-qualified, Central
and South West System Pension Plan like other employees of the Corporation.
Certain executive officers, including the Named Executive Officers, are also
eligible to participate in the Special Executive Retirement Plan (SERP), a
non-qualified ERISA excess benefit plan. Such pension benefits depend upon
years of credited service, age at retirement and the amount of covered
compensation earned by a participant. The annual normal retirement benefits
payable under the pension and the SERP are based on 1.67 percent of "Average
Compensation" times the number of years of credited service (reduced by (i) no
more than 50 percent of a participant's age 62 or later Social Security
benefit and (ii) certain other offset benefits).
"Average Compensation" is the covered compensation for the plans and equals
the average annual compensation, reported as salary in the Summary
Compensation Table, during the 36 consecutive months of highest pay during the
120 months prior to retirement. The combined benefit levels in the table
above, which include both pension and SERP benefits, are based on retirement
at age 65, the years of credited service shown, continued existence of the
plans without substantial change and payment in the form of a single life
annuity.
Respective years of credited service and ages, as of December 31, 1995, for
the Named Executive Officers are as follows: Mr. Brooks, 30 and 58; Mr.
Shockley, 12 and 50; Mr. Mattison, 30 and 59; Mr. Meyer, 13 and 56; and Mr.
Rosilier, 20 and 48. In addition, Mr. Shockley and Mr. Meyer have
arrangements with the Corporation under which they will receive a total of 30
years of credited service under the SERP if they remain employed by the
Corporation through ages 60 and 65, respectively. In 1992, Mr. Meyer
completed five consecutive years of employment which entitled him to receive
five additional years of credited service under the SERP as included in his
years of credited service set forth above in this paragraph.
Meetings and Compensation
The Board held 6 regular meetings and 8 special meetings during 1995.
Directors who are not also officers and employees of the Corporation receive
annual cash directors' fees of $12,000 for serving on the Board and a fee of
$1,250 per day plus expenses for each meeting of the Board or committee
attended. In addition, the Corporation has a Directors Restricted Stock Plan
pursuant to which directors receive $12,000 annually in restricted stock of
the Corporation. The Board has standing Policy, Audit, Executive Compensation
and Nominating Committees. Chairmen of the Audit, Executive Compensation and
Nominating Committees receive annual fees of $6,000, $3,500 and $3,500,
respectively, to be paid in cash in addition to regular directors' and meeting
fees. Committee chairmen and committee members who are also officers and
employees of the Corporation receive no annual director's, chairman's or
meeting fees.
The Corporation maintains a memorial gift program for all of its current
directors, directors who have retired since 1992 and certain executive
officers. There are seventeen current directors and executive officers and
eight retired directors and officers eligible for the memorial gift program.
Under this program, the Corporation will make donations in a director's or
executive officer's name to up to three charitable organizations in an
aggregate of $500,000, payable by the Corporation upon such person's death.
The Corporation maintains corporate-owned life insurance policies to fund the
program. The annual premiums paid by the Corporation are based on pooled
risks and averaged $16,367 per participant for 1995 and $17,013 per
participant for 1994 and 1993.
The Corporation has retained Glenn Biggs under a Memorandum of Agreement to
pursue special business development activities in Mexico on behalf of the
Corporation. This agreement, which provides for a monthly fee of $10,000,
lasts through December 31, 1996 and may be extended by mutual agreement
between Mr. Biggs and the Corporation.
All current directors attended more than 75 percent of the total number of
meetings held by the Board and each committee on which such directors served
in 1995, except for Lloyd D. Ward who attended 70 percent of the total
meetings.
Security Ownership of Management
The following table shows securities beneficially owned as of December 31,
1995 by each director and nominee, certain executive officers and all
directors and executive officers as a group. Share amounts shown in this
table include options exercisable within 60 days after year-end, restricted
stock, shares of Common Stock credited to Thrift Plus accounts and all other
shares of Common Stock beneficially owned by the listed persons.
Common Stock
Percent of
Name Shares(1) Class (2)
Glenn Biggs........................................ 16,125 -
Molly Shi Boren.................................... 2,288 -
E.R. Brooks........................................ 86,887 -
Donald M. Carlton.................................. 3,776 -
Thomas H. Cruikshank (3)........................... 0 -
T. J. Ellis (4)..................................... 0 -
Joe H. Foy......................................... 12,208 -
Robert W. Lawless.................................. 2,524 -
Harry D. Mattison.................................. 49,580 -
Ferd. C. Meyer, Jr................................. 27,114 -
James L. Powell.................................... 3,780 -
Glenn D. Rosilier.................................. 46,432 -
Thomas V. Shockley, III............................ 41,742 -
J.C. Templeton..................................... 2,980 -
Lloyd D. Ward...................................... 1,726 -
All of the above and other officers as a group
(CSW Directors and Officers).......................385,437
______________________
1) Shares for Messrs. Brooks, Mattison, Meyer, Rosilier ,Shockley, and CSW
Directors and Officers include 2,572, 1,654, 1,398, 1,429, 1,587, and 10,100
shares of restricted stock, respectively. These individuals currently have
voting power, but not investment power, with respect to these shares. The
above shares also include 41,455, 26,429, 20,583, 20,583, 26,421, and 167,168
shares of Common Stock underlying immediately exercisable options held by
Messrs. Brooks, Mattison, Meyer, Rosilier , Shockley, and CSW Directors and
Officers, respectively.
2) Percentages are all less than one percent and therefore are omitted.
3) Mr. Cruikshank was appointed to the Board effective October 18, 1995. At
the time of his appointment, Mr. Cruikshank did not own any of the
Corporation's Common Stock. However, he purchased 2,000 shares of Common
Stock on February 20, 1996.
4) Mr. Ellis was appointed to the Board effective January 18, 1996, and was
awarded 16,200 stock options at a grant price of $27.750 per share. One-third
of the options vest each year for a period of three years.
Security Ownership of Certain Beneficial Owners
Set forth below are the only persons or groups known to the Corporation as
of December 31, 1995, with beneficial ownership of 5 percent or more of the
Corporation's Common Stock.
Common Stock
Amount of
Name, Address of Beneficial Percent of
Beneficial Owners Ownership Class
Mellon Bank Corporation 11,207,892(1) 5.3
and subsidiaries
One Mellon Bank Center
Pittsburgh, PA 15258
______________________
(1) Mellon Bank Corporation and its subsidiaries, including Mellon Bank, N.A.,
which acts as trustee of an employee benefit plan of the Corporation, reported
that they exercise sole voting power as to 928,433 shares and shared voting
power as to 34,255 shares.
CPL, PSO, SWEPCO AND WTU EXECUTIVE COMPENSATION
The following table sets forth the aggregate cash and other
compensation for services rendered for the fiscal years of 1995,
1994 and 1993 paid or awarded by each registrant to the CEO and each
of the four most highly compensated Executive Officers, other than
the CEO, whose salary and bonus exceeds $100,000, and up to two
additional individuals, if any, not holding an executive officer
position as of year-end but who held such a position at any time
during the year, and whose compensation for the year would have
placed them among the four most highly compensated executive
officers. For CPL, PSO and SWEPCO only three Executive Officers
meet these requirements.
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term Compensation
Annual Compensation Awards Payouts
CSW
Other CSW Securities
Annual Restricted Underlying All Other
Compen- Stock Options/ LTIP Compen-
Name and Salary Bonus sation Award(s) SARs Payouts sation
Principal Position Year ($) ($)(1) ($)(2) ($)(1)(3) (#) ($) ($)(4)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CPL
Robert R. Carey, 1995 306,415 44,679 9,414 -- -- -- 23,117
President and CEO 1994 293,344 -- 516 -- 15,901 -- 23,763
1993 272,893 32,943 9,548 33,608 -- -- 27,587
J. Gonzalo Sandoval, 1995 137,760 19,503 4,366 -- -- -- 6,199
Vice President, 1994 129,932 -- 989 -- 4,010 -- 5,847
Operations and 1993 120,327 7,878 4,963 7,986 -- -- 4,221
Engineering
Melanie J. Richardson, 1995 130,890 21,670 1,658 -- -- -- 3,927
Vice President, 1994 122,230 -- 454 -- 4,010 -- 3,667
Administration 1993 109,228 8,399 1,598 -- -- -- 3,277
David L. Hooper, Vice 1995 128,060 15,587 2,402 -- -- -- 3,789
President, Marketing 1994 87,704 -- 51,928 -- 4,010 -- 3,365
and Business Development 1993 -- -- -- -- -- -- --
(2)(5)
PSO
Robert L. Zemanek, 1995 276,270 91,436 9,192 -- -- -- 23,117
President and CEO 1994 262,962 -- 2,981 -- 14,792 -- 17,472
1993 238,269 24,051 3,927 24,503 -- -- 26,835
Waldo J. Zerger, Jr., 1995 146,169 20,586 5,162 -- -- -- 6,578
Vice President, 1994 138,108 -- 2,634 -- 4,010 -- 12,847
Operations and 1993 128,866 4,988 2,571 5,052 -- -- 5,347
Engineering
Mary M. Polfer, Vice 1995 142,492 19,503 5,075 -- -- -- 4,275
President, Administration 1994 135,820 -- 3,417 -- 4,010 -- 8,439
1993 127,403 4,635 3,071 4,179 -- -- 3,518
William R. McKamey, Vice 1995 128,024 19,503 3,282 -- -- -- 5,761
President, Marketing and 1994 119,900 -- 2,401 -- 4,010 -- 6,074
Business Development 1993 52,953 -- 33,903 -- -- -- 4,487
(2)(5)
</TABLE>
<TABLE>
<CAPTION>
Long Term Compensation
Annual Compensation Awards Payouts
CSW
Other CSW Securities
Annual Restricted Underlying All Other
Compen- Stock Options/ LTIP Compen-
Name and Salary Bonus sation Award(s) SARs Payouts sation
Principal Position Year ($) ($)(1) ($)(2) ($)(1)(3) (#) ($) ($)(4)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SWEPCO
Richard H. Bremer, 1995 298,372 89,358 14,691 -- -- -- 21,706
President and CEO 1994 277,359 50,000 13,978 -- 15,901 -- 22,235
1993 263,833 36,017 13,206 36,724 -- -- 24,088
Marvin R. McGregor, 1995 145,825 23,837 3,801 -- -- -- 7,402
Vice President, Marketing 1994 133,773 -- 4,292 -- 4,010 -- 6,695
and Business Development 1993 126,620 8,196 5,769 8,319 -- -- 5,197
Michael H. Madison, Vice 1995 142,448 22,753 4,376 -- -- -- 7,250
President, Operating and 1994 131,621 -- 3,625 -- 4,010 -- 6,600
Engineering (2) 1993 126,215 7,140 30,742 7,260 -- -- 5,188
W. J. Googe, Jr., 1995 133,664 21,670 2,718 -- -- -- 6,854
Vice President, 1994 122,769 -- 2,543 -- 4,010 -- 6,213
Administration 1993 117,644 7,001 4,965 9,620 -- -- 6,632
WTU
Glenn Files, President 1995 266,223 85,048 19,144 -- -- -- 23,117
and CEO (2) 1994 246,699 50,000 10,032 -- 13,758 -- 6,750
1993 223,333 24,675 39,223 25,138 -- -- 26,126
T. D. Churchwell, 1995 180,400 40,388 9,206 -- -- -- 4,500
Executive Vice President, 1994 163,329 -- 180,191 -- 6,133 -- 4,500
Operation and Engineering 1993 -- -- -- -- -- -- --
(2) (5)
Dennis M. Sharkey, 1995 171,001 18,419 7,959 -- -- -- 4,500
Vice President, 1994 157,046 -- 72,927 -- 4,010 -- 4,500
Administration (2)(5) 1993 -- -- -- -- -- -- --
Paul J. Brower, Vice 1995 147,119 19,503 11,546 -- -- -- 4,413
President, Marketing and 1994 132,058 -- 5,519 -- 4,010 -- 3,962
Business Development 1993 123,133 7,231 673 7,351 -- -- 3,366
Donald A. Welch, Vice 1995 91,034 17,336 20,011 -- -- -- 4,071
President Division 1994 136,962 -- 5,003 -- 4,010 -- 6,163
Operations and 1993 129,650 7,178 1,628 7,290 -- -- 5,339
Engineering (2)(5)
</TABLE>
(1) Amounts in this column are paid or awarded in a calendar year
for performance in a preceding year.
(2) The following are the perquisites and other personal benefits
required to be identified in respect of each Named Executive
Officer.
CPL
In 1994, Mr. Hooper was reimbursed $49,485 for relocation
expenses.
PSO
In 1993, Mr. McKamey was reimbursed $24,641 for relocation
expenses.
SWEPCO
In 1993, Mr. Madison was reimbursed $14,848 for relocation
expenses.
WTU
In 1995, Mr. Welch received $13,133 in compensation related to
the sale of restricted stock.
In 1994, Mr. Churchwell and Mr. Sharkey were reimbursed $21,052
and $43,816, respectively, for relocation expenses. Mr.
Churchwell was reimbursed $73,490 for loss on the sale of his
home, due to structural problems.
In 1993, Mr. Files was reimbursed $8,482 for spouse travel
expenses.
(3) CPL, PSO, SWEPCO and WTU
Grants of restricted stock are administered by the Executive
Compensation Committee of CSW's Board of Directors, which has the
authority to determine the individuals to whom and the terms upon
which restricted stock grants, including the number of underlying
shares, shall be made. The awards reflected in this column all
have four-year vesting periods with 20% of the stock vesting on
the first, second and third anniversary dates of the award and
40% vesting on the fourth such anniversary date. Upon vesting,
shares of CSW Common are re-issued without restrictions. The
individuals receive dividends and may vote shares of restricted
stock, even before they are vested. The amount reported in the
table represents the market value of the shares at the date of
grant. As of the end of 1995, the aggregate restricted stock
holdings of each of the Named Executive Officers are presented in
the following table.
Restricted Market
Name Stock Held Value at
at December December
31, 1995 31, 1995
CPL
Robert R. Carey 1,417 $39,499
J. Gonzalo Sandoval 158 4,404
Melanie J. Richardson -- --
David L. Hooper -- --
PSO
Robert L. Zemanek 680 18,955
Waldo J. Zerger, Jr. 289 8,056
Mary M. Polfer 302 8,418
William R. McKamey -- --
SWEPCO
Richard H. Bremer 1,550 43,206
Marvin R. McGregor 325 9,059
Michael H. Madison 300 8,363
W. Jerry Googe, Jr. 296 8,251
WTU
Glenn Files 733 20,432
T. D. Churchwell 301 8,390
Dennis M. Sharkey 340 9,478
Paul J. Brower 237 6,606
Donald A. Welch -- --
(4) CPL, PSO, SWEPCO and WTU
Amounts shown in this column consist of (i) the annual employer
matching payments to CSW's Thrift Plus Plan, (ii) premiums paid
per participant for personal liability insurance and (iii)
average amounts of premiums paid per participant under CSW's
memorial gift program. Under this program, for certain executive
officers, directors and retired directors from the CSW System,
CSW will make a donation in the participant's name for up to
three charitable organizations of an aggregate of $500,000,
payable by CSW upon such person's death. CSW maintains corporate-
owned life insurance policies to fund the program. The annual
premiums paid by CSW are based on pooled risks and averaged
$16,367 per participant for 1995 and $17,013 per participant for
1994 and 1993. During 1995, Messrs. Bremer, Carey, Files and
Zemanek participated. During 1994, Messrs. Carey and Bremer
participated. Messrs. Files and Zemanek also participated in the
plan in 1994, but coverage was provided by CSW. During 1993,
Messrs. Bremer, Carey, Files, and Zemanek participated.
(5) CSW System Affiliations.
CPL
Mr. Hooper was employed by CSW Services during 1993 and a portion
of 1994.
PSO
Mr. McKamey was employed by CSW during a portion of 1993.
WTU
Mr. Churchwell was employed by CSW Services during 1993. Mr.
Sharkey was employed by SWEPCO during 1993, and Mr. Welch
resigned in August of 1995.
Option/SAR Grants
No stock options or stock appreciation rights were granted in
1995. The stock option plans are administered by the Executive
Compensation Committee of the CSW Board of Directors, which has the
authority to determine the individuals to whom and the terms upon
which option and SAR grants shall be made.
Option/SAR Exercises and Year-End Value Table
Information regarding option/SAR exercises during 1995 and
unexercised options/SARs at December 31, 1995 for the Named
Executive Officers is presented in the following table.
Number of CSW
Securities Value of
Underlying In-the-
Unexercised Money/SARs at
Shares Options/SARs Year-End
Acquired Value at Year-End ($)Exercisable/
on Exercise Realized (#) Exercisable/ Unexercisable
Name (#) ($) Unexercisable (1)
CPL
Robert R. Carey -- -- 19,231/10,601 11,912/32,460
J. Gonzalo Sandoval -- -- 4,252/2,674 --/8,188
Melanie J. Richardson -- -- 2,643/2,674 1,804/8,188
David L. Hooper -- -- 2,848/2,674 1,445/8,188
PSO
Robert L. Zemanek -- -- 15,568/9,862 --/30,197
Waldo J. Zerger, Jr. -- -- 4,471,2,674 --/8,188
Mary M. Polfer -- -- 4,252/2,674 --/8,188
William R. McKamey -- -- 3,322/2,674 615/8,188
SWEPCO
Richard H. Bremer -- -- 17,731/10,601 --/32,460
Marvin R. McGregor -- -- 4,471/2,674 --/8,188
Michael H. Madison -- -- 4,471/2,674 --/8,188
W. Jerry Googe, Jr. -- -- 4,252/2,674 --/8,188
WTU
Glenn Files -- -- 14,481/9,172 --/28,085
T. D. Churchwell -- -- 5,179/4,089 772/12,521
Dennis M. Sharkey -- -- 10,652/2,674 73,688/8,188
Paul J. Brower -- -- 4,470/2,675 --/8,191
Donald A. Welch -- -- 16,458/2,675 76,380/8,191
(1) Calculated based upon the difference between the closing price of
CSW Common on the New York Stock Exchange on December 31, 1995
($27.875 per share) and the exercise price per share of the
outstanding options (ranging from $16.125 to $29.625 per share).
Long-term Incentive Plan Awards in 1995
Information concerning awards made to the Named Executive
Officers during 1995 under the LTIP is set forth in the following
table.
Performance
Number of or Other Estimated Future Payouts
CSW Shares, Period Until under Non-Stock
Units or Maturation Price Based Plans
Other Rights or Payout Threshold Target Maximum
Name (#) (1) ($) ($) ($)
CPL
Robert R. Carey -- 2 years -- 146,437 219,656
J. Gonzalo Sandoval -- 2 years -- 31,580 47,370
Melanie J. Richardson -- 2 years -- 31,580 47,370
David L. Hooper -- 2 years -- 31,580 47,370
PSO
Robert L. Zemanek -- 2 years -- 136,223 204,335
Waldo J. Zerger, Jr. -- 2 years -- 31,580 47,370
Mary M. Polfer -- 2 years -- 31,580 47,370
William R. McKamey -- 2 years -- 31,580 47,370
SWEPCO
Richard H. Bremer -- 2 years -- 146,437 219,656
Marvin R. McGregor -- 2 years -- 31,580 47,370
Michael H. Madison -- 2 years -- 31,580 47,370
W. Jerry Googe, Jr. -- 2 years -- 31,580 47,370
WTU
Glenn Files -- 2 years -- 126,723 190,085
T. D. Churchwell -- 2 years -- 63,258 94,887
Dennis M. Sharkey -- 2 years -- 31,580 47,370
Paul J. Brower -- 2 years -- 31,580 47,370
Donald A. Welch -- -- -- -- --
Payouts of the awards are contingent upon CSW achieving a
specified level of total stockholder return, relative to a peer
group of utility companies, for the three-year period, or cycle, and
exceeding a certain defined minimum threshold. Total stockholder
return is calculated by dividing (i) the sum of (a) the cumulative
amount of dividends per share for the three-year period, assuming
full dividend reinvestment, and (b) the change in share price over
the three-year period, by (ii) the share price at the beginning of
the three-year period. If CSW's total stockholder return for a
cycle falls in one of the top three quartiles of similarly-
calculated total stockholder returns achieved at companies in the
peer group of utility companies, CSW will make a payout to
participants for the three-year cycle then ending. First, second
and third quartile performance will result in payouts of 150
percent, 100 percent and 50 percent of target, respectively.
Performance in the fourth quartile yields no payout under the LTIP.
If the Named Executive Officer's employment is terminated during the
performance period for any reason other than death, total and
permanent disability or retirement, then the award is canceled. In
March 1995, the committee reviewed total stockholder return results
and because they were below the threshold for a payout, no awards
were granted. The Executive Compensation Committee is scheduled to
evaluate the 1993 to 1995 cycle performance under the LTIP in March
1996.
The LTIP contains a provision accelerating awards upon a change
in control of CSW. Except as provided in the next sentence, if a
change in control of CSW occurs (i) all options and SARs become
fully exercisable and (ii) all restrictions, terms and conditions
applicable to all restricted stock are deemed lapsed and satisfied
and all performance units are deemed to have been fully earned, as
of the date of the change in control. Awards which have been
outstanding for less than six months prior to the date the change in
control occurs are not subject to acceleration upon the occurrence
of a change in control. The LTIP also contains provisions designed
to prevent circumvention of the above acceleration provisions
through coerced termination of an employee prior to a change in
control.
Retirement Plan
Pension Plan Table
Annual Benefits After
Specified Years of Credited Service
Average
Compensation 15 20 25 30 or more
$100,000 . . . . .$ 25,050 $ 33,333 $ 41,667 $ 50,000
150,000 . . . . . 37,575 50,000 62,500 75,000
200,000 . . . . . 50,100 66,667 83,333 100,000
250,000 . . . . . 62,625 83,333 104,167 125,000
300,000 . . . . . 75,150 100,000 125,000 150,000
350,000 . . . . . 87,675 116,667 145,833 175,000
450,000 . . . . . 112,725 150,000 187,500 225,000
550,000 . . . . . 137,775 183,333 229,167 275,000
650,000 . . . . . 162,825 216,667 270,833 325,000
750,000 . . . . . 187,875 250,000 312,500 375,000
Executive officers are eligible to participate in the tax-
qualified CSW Pension Plan like other employees of the registrants.
Certain executive officers, including the Named Executive Officers,
are also eligible to participate in the SERP, a non-qualified ERISA
excess benefit plan. Such pension benefits depend upon years of
credited service, age at retirement and amount of covered
compensation earned by a participant. The annual normal retirement
benefits payable under the pension and the SERP are based on 1.67
percent of "Average Compensation" times the number of years of
credited service (reduced by (i) no more than 50 percent of a
participant's age 62 or later Social Security benefit and (ii)
certain other offset benefits).
"Average Compensation" is the covered compensation for the
plans and equals the average annual compensation, reported as salary
in the Summary Compensation Table, during the 36 consecutive months
of highest pay during the 120 months prior to retirement. The
combined benefit levels in the table above, which include both the
pension and SERP benefits, are based on retirement at age 65, the
years of credited service shown, continued existence of the plans
without substantial change and payment in the form of a single life
annuity.
Respective years of credited service and ages, as of December
31, 1995, for the Named Executive Officers are presented in the
following table.
Named Executive Officer Years of Credited Service Age
CPL
Robert R. Carey 28 58
J. Gonzalo Sandoval 22 46
Melanie J. Richardson 14 39
David L. Hooper 16 39
PSO
Robert L. Zemanek 23 46
Waldo J. Zerger, Jr. 25 49
Mary M. Polfer 5 51
William R. McKamey 25 49
Named Executive Officer Years of Credited Service Age
SWEPCO
Richard H. Bremer 18 47
Marvin R. McGregor 26 49
Michael H. Madison 24 47
W. Jerry Googe, Jr. 30 53
WTU
Glenn Files 24 48
T. D. Churchwell 17 51
Dennis M. Sharkey 17 51
Paul J. Brower 19 46
Donald A. Welch 30 56
Meetings and Compensation
Those directors who are not also officers of CPL, PSO, SWEPCO
and WTU receive annual directors' fees and a fee of $300 plus
expenses for each board or committee meeting attended, as described
below. They are also eligible to participate in a deferred
compensation plan. Under this plan such directors may elect to
defer payment of annual directors' and meeting fees until they
retire from the board or as they otherwise direct. The number of
board meetings and annual directors' fees are presented in the
following table.
CPL PSO SWEPCO WTU
Number of regular board meetings 4 4 4 5
Annual directors' fees $6,000 $6,000 $6,600 $6,000
Compensation Committee Interlocks and Insider Participation
No person serving during 1995 as a member of the Executive
Compensation Committee of the Board of Directors of CSW served as an
officer or employee of any registrant during or prior to 1995. No
person serving during 1995 as an executive officer of the Electric
Operating Companies serves or has served on the compensation
committee or as a director of another company whose executive
officers serve or has served as a member of the Executive
Compensation Committee of CSW or as a director of one of the
Electric Operating Companies.
Security Ownership of Management
The following tables show securities beneficially owned as of
December 31, 1995, by each director, the CEO and the four other most
highly compensated executive officers, and as a group, all directors
and Executive Officers of each of the Electric Operating Companies.
Share amounts shown in this table include options exercisable within
60 days after year-end, restricted stock, shares of CSW Common
credited to CSW Thrift Plus accounts and all other shares of CSW
Common beneficially owned by the listed persons.
Each of the Electric Operating Companies has one or more series
of preferred stock outstanding. As of December 31, 1995, none of
the individuals listed in the following tables owned any shares of
preferred stock of any Electric Operating Company.
CPL's Beneficial Ownership as of December 31, 1995
CSW Common
Underlying
CSW Restricted Immediately
Name Common (1) Stock (2)(3) Exercisable Options (3)
John F. Brimberry -- -- --
E. R. Brooks 86,887 2,572 41,455
Robert R. Carey 27,224 1,417 19,231
Ruben M. Garcia -- -- --
David L. Hooper 4,102 -- --
Harry D. Mattison 49,580 1,654 26,429
Robert A. McAllen -- -- --
Pete Morales, Jr. -- -- --
S. Loyd Neal, Jr. 1,572 -- --
H. Lee Richards 1,700 -- --
Melanie J. Richardson 3,583 -- 2,643
J. Gonzalo Sandoval 14,942 158 4,252
Gerald E. Vaughn 3,924 -- 1,336
All of the above and
other officers as a
group 200,045 5,801 102,125
(1) Beneficial ownership percentages are all less than
one percent and therefore are omitted.
(2) These individuals currently have voting power, but
not investment power, with respect to these shares.
(3) These shares are included in the CSW Common
column.
PSO's Beneficial Ownership as of December 31, 1995
CSW Common
Underlying
CSW Restricted Immediately
Name Common (1) Stock (2)(3) Exercisable Options (3)
E. R. Brooks 86,887 2,572 41,455
Harry A. Clarke -- -- --
Paul K. Lackey, Jr. -- -- --
Paula Marshall-Chapman -- -- --
Harry D. Mattison 49,580 1,654 26,429
William R. McKamey 10,739 -- 3,322
Mary M. Polfer 6,063 302 4,252
Dr. Robert B. Taylor, Jr. -- -- --
Robert L. Zemanek 19,122 680 15,568
Waldo J. Zerger, Jr. 13,101 289 4,471
All of the above and
other officers as a
group 194,589 5,497 99,241
(1) Beneficial ownership percentages are all less than
one percent and therefore are omitted.
(2) These individuals currently have voting power, but
not investment power, with respect to these shares.
(3) These shares are included in the CSW Common column.
SWEPCO's Beneficial Ownership as of December 31, 1995
CSW Common
Underlying
CSW Restricted Immediately
Name Common (1) Stock (2)(3) Exercisable Options (3)
Richard H. Bremer 38,984 1,550 17,731
E. R. Brooks 86,887 2,572 41,455
James E. Davison -- -- --
Al P. Eason, Jr. 2,000 -- --
W. J. Googe, Jr. 7,716 296 4,252
Dr. Frederick E. Joyce 2,000 -- --
Michael H. Madison 6,975 300 4,471
Harry D. Mattison 49,580 1,654 26,429
Marvin R. McGregor 7,006 325 4,471
William C. Peatross 380 -- --
Maxine P. Sarpy -- -- --
All of the above and
other officers as a
group 204,060 6,697 100,629
(1) Beneficial ownership percentages are all less than
one percent and therefore are omitted.
(2) These individuals currently have voting power, but
not investment power, with respect to these shares.
(3) These shares are included in the CSW Common column.
WTU Beneficial Ownership as of December 31, 1995
CSW Common
Underlying
CSW Restricted Immediately
Name Common (1) Stock (2)(3) Exercisable Options (3)
Richard F. Bacon 345 -- --
C. Harwell Barber 12,292 -- --
E. R. Brooks 86,887 2,572 41,455
Paul J. Brower 6,443 237 4,470
T. D. Churchwell 6,734 301 5,179
Glenn Files 22,218 733 14,481
Harry D. Mattison 49,580 1,654 26,429
Tommy Morris 2,000 -- --
Dian G. Owen 50 -- --
James M. Parker 1,700 -- --
Dennis M. Sharkey 19,583 340 10,652
F. L. Stephens 1,707 -- --
Donald A. Welch 10,280 -- 4,470
All of the above and
other officers as a
group 224,615 5,837 108,956
(1) Beneficial ownership percentages are all less than
one percent and therefore are omitted.
(2) These individuals currently have voting power, but
not investment power, with respect to these shares.
(3) These shares are included in the CSW Common column.
ASH CREEK MINING COMPANY
INCOME STATEMENTS
FOR THE MONTH ENDED DECEMBER 31, 1995
MONTHS
TO DATE
OPERATING REVENUE
Sale of Coal
Miscellaneous Operating Revenue $3,000
TOTAL OPERATING REVENUE 3,000
OPERATING EXPENSES
Provision for Reclamation Expenses 500,000
Reclamation Expenses - Actual 1,194,554
Reclamation Accrual Reversal - Credit (1,194,554)
General Mine Operation 1,030
General Mine Maintenance 1,196
Environmental Sampling 644
Royalties
Depreciation
Administration and General (A) 50,481
Federal Income Taxes (521,477)
Deferred Income Taxes 249,239
Other Taxes 610
TOTAL OPERATING EXPENSES 281,723
NET OPERATING INCOME (278,723)
OTHER DEDUCTIONS
Interest Expense to PSO 226,862
Interest Expense Other
Miscellaneous Other Deduction - Property
Write Down
Interest Income and Other
Gain on Sales of Assets
TOTAL OTHER DEDUCTIONS 226,862
NET INCOME (LOSS) ($505,585)
ASH CREEK MINING COMPANY
BALANCE SHEET
AS OF DECEMBER 31, 1995
ASSETS
PLANT
Ash Creek Mining Company
Buildings & Service Facilities
Equipment $9,195
Land & Land Rights
TOTAL PLANT 9,195
Less: Reserve For Depreciation-Buildings
Reserve For Depreciation-Equipment 9,195
Reserve For Property Valuation
Retirement Work in Progress
TOTAL RESERVE 9,195
NET PLANT
CURRENT & ACCRUED ASSETS
Cash 50,032
Working Funds
Temporary Cash Investments
Accounts Receivable-PSO
Accounts Receivable
Coal Inventory
Material & Supplies
Prepayments
TOTAL CURRENT & ACCRUED ASSETS 50,032
DEFERRED DEBITS
Development Cost Capitalized
Less: Reserve For Valuation Acct.
Other Deferred Debits
TOTAL DEFERRED DEBITS
TOTAL ASSETS $50,032
CAPITALIZATION & LIABILITIES
CAPITALIZATION
Common Stock $3,839,040
Paid In Capital
Unappropriated Retained Earnings (9,831,074)
Bonds
Unamortized Discount On Bonds
TOTAL CAPITALIZATION (5,992,034)
CURRENT & ACCRUED LIABILITIES
Notes Payable-PSO 4,845,000
Notes Payable-Other
Accounts Payable-PSO 44,324
Accounts Payable-Other 115,168
Taxes Accrued (419,248)
Accrued Interest Payable-PSO
Accrued interest Payable-Other
Misc. Current & Accrued Liabilities 2,201,815
TOTAL CURRENT & ACCRUED LIABILITIES 6,787,059
OTHER DEFERRED CREDITS
Deferred Investment Tax Credit
Deferred Taxes On Income (744,993)
Reserve For Mine Closing
TOTAL CAPITALIZATION & LIABILITIES $50,032
THE ARKLAHOMA CORPORATION
COMPARATIVE BALANCE SHEET
AS OF NOVEMBER 30, 1995 AND 1994
ASSETS 1995 1994 Inc/(Dec)
Electric plant leased to others $ 2,561,863 $ 2,561,863 $ -
Less - Reserve for depreciation 2,249,240 2,249,240 -
TOTAL UTILITY PLANT-NET 312,623 312,623 -
Cash and cash equivalents 303,683 303,552 131
Accounts receivable -
associated companies 96,649 79,239 17,410
TOTAL CURRENT ASSETS 400,332 382,791 17,541
TOTAL ASSETS $ 712,955 $ 695,414 $ 17,541
CAPITALIZATION AND LIABILITIES
Common stock issued $ 50,000 $ 50,000 $ -
Dividends declared 290,000 - 290,000
Unappropriated retained earnings 304,698 579,383 (274,685)
TOTAL CAPITALIZATION 644,698 629,383 15,315
CURRENT LIABILITIES:
Accounts payable - other 5,152 5,061 91
Federal and state income
taxes payable 2,813 678 2,135
7,965 5,739 2,226
DEFERRED CREDITS:
Deferred income taxes (SFAS 109) 60,292 60,292 -
TOTAL LIABILITIES 68,257 66,031 2,226
TOTAL CAPITALIZATION AND LIABILITIES $ 712,955 $ 695,414 $ 17,541
THE ARKLAHOMA CORPORATION
STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
FOR THE YEARS ENDED NOVEMBER 30, 1995 AND 1994
REVENUES: 1995 1994 Inc/(Dec)
Interest Income $ 25,141 $ 14,695 $ 10,445
Other - 25 (25)
Total Revenue 25,141 14,721 10,420
OPERATING EXPENSES:
Administrative and General 6,338 5,910 428
Other 713 799 140
Total Operating Expenses 7,051 6,709 568
INCOME BEFORE FEDERAL AND
STATE INCOME TAXES 18,090 8,012 10,078
FEDERAL AND STATE INCOME TAXES 2,775 1,249 1,526
CUMMULATIVE EFFECT OF CHANGE
IN ACCOUNTING FOR INCOME
TAXES (SFAS 109) - 60,292 (60,292)
NET INCOME (LOSS) $ 15,315 $ (53,529) $ 68,844
RETAINED EARNINGS
Balance at Beginning of Period $ 579,383 $ 632,912 $ (53,529)
Add : Net Income 15,315 (53,529) 68,844
Deduct : Dividends Declared 290,000 - 290,000
Retained Earnings, end of year $ 304,698 $ 579,383 $ (274,685)
THE ARKLAHOMA CORPORATION
STATEMENT OF CASH FLOWS
YEARS ENDED NOVEMBER 30, 1995 AND 1994
1995 1994 Inc/(Dec)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 15,315 $ (53,529) $ 68,844
Cummulative effect of change in
accounting principal (SFAS 109) - 60,292 (60,292)
Change in Certain Assets and Liabilities
(using) providing cash -
Accounts Receivable (17,410) 3500 (20,910)
Other Current Assets - 571 (571)
Accounts Payable 2226 755 1,471
Net Cash Provided From (Used In)
Operating Activities 131 11,589 (11,458)
NET INCREASE IN CASH 131 11,589 (11,458)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 303,552 291,963 11,589
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 303,683 $ 303,552 $ 131
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:
Cash (Refunded) Paid During The Year
For Income Taxes $ 640 $ - $ 640
DISCLOSURE OF ACCOUNTING POLICY:
For purposes of these financial statements, the Company considers all
highly liquid debt instruments purchased with a maturity of three
months or less to be cash equivalents. These investments are carried
at cost which approximates market.
THE ARKLAHOMA CORPORATION
ELECTRIC PLANT
NOVEMBER 1995
<TABLE>
<CAPTION>
CURRENT YEAR TOTAL TO DATE
NET
ADDITIONS RETIREMENTS ADDITIONS RETIREMENTS ADDITIONS
INTANGIBLE PLANT
<S> <C> <C> <C> <C> <C>
Organization $ - $ - $ 55 $ - $ 55
TOTAL INTANGIBLE PLANT - - 55 55
TRANSMISSION PLANT
Land and Land Rights 62,652 62,652
Structures and Improvements 45,689 37,735 7,954
Station Equipment 1,457,974 1,380,003 77,971
Poles and Fixtures 1,117,554 169,100 948,454
Overhead Conductors and
Devices 1,693,359 262,049 1,431,310
Roads and Trails 388 56 332
TOTAL TRANSMISSION PLANT - - 4,377,616 1,848,943 2,528,673
DISTRIBUTION PLANT
Land and Land Rights 655 655 -
Poles, Towers and Fixtures 1,176 1,176 -
Overhead Conductors and
Devices 1,437 1,437 -
Line Transformers 155 155 -
Services 36 36 -
TOTAL DISTRIBUTION PLANT - - 3,459 3,459 -
GENERAL PLANT
Office Furniture and Equipment 160 - 160
Transportation Equipment 8,362 8,362 -
Tools, Shop and Garage Equipment 5,582 5,582 -
Communication Equipment 50,876 17,900 32,975
TOTAL GENERAL PLANT - - 64,979 31,844 33,135
TOTAL ELECTRIC PLANT LEASED
TO OTHERS - - 4,446,109 1,884,246 2,661,863
TOTAL ELECTRIC PLANT PURCHASED
OR SOLD - - 10,648 10,648
TOTAL UTILITY PLANT $ - $ - $ 4,456,757 $ 1,894,894 $ 2,561,863
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 001
<NAME> CENTRAL AND SOUTH WEST CORPORATION
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 8,269
<OTHER-PROPERTY-AND-INVEST> 748
<TOTAL-CURRENT-ASSETS> 2,039
<TOTAL-DEFERRED-CHARGES> 514
<OTHER-ASSETS> 2,299
<TOTAL-ASSETS> 13,869
<COMMON> 675
<CAPITAL-SURPLUS-PAID-IN> 610
<RETAINED-EARNINGS> 1,893
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3,178
34
292
<LONG-TERM-DEBT-NET> 3,854
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 50
<COMMERCIAL-PAPER-OBLIGATIONS> 1,338
<LONG-TERM-DEBT-CURRENT-PORT> 25
1
<CAPITAL-LEASE-OBLIGATIONS> 10
<LEASES-CURRENT> 4
<OTHER-ITEMS-CAPITAL-AND-LIAB> 5,083
<TOT-CAPITALIZATION-AND-LIAB> 13,869
<GROSS-OPERATING-REVENUE> 3,735
<INCOME-TAX-EXPENSE> 105
<OTHER-OPERATING-EXPENSES> 2,974
<TOTAL-OPERATING-EXPENSES> 3,079
<OPERATING-INCOME-LOSS> 656
<OTHER-INCOME-NET> 99
<INCOME-BEFORE-INTEREST-EXPEN> 755
<TOTAL-INTEREST-EXPENSE> 334
<NET-INCOME> 421
19
<EARNINGS-AVAILABLE-FOR-COMM> 402
<COMMON-STOCK-DIVIDENDS> 329
<TOTAL-INTEREST-ON-BONDS> 212
<CASH-FLOW-OPERATIONS> 799
<EPS-PRIMARY> 2.10
<EPS-DILUTED> 2.10
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 003
<NAME> CENTRAL POWER AND LIGHT COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 3,469,945
<OTHER-PROPERTY-AND-INVEST> 1,531
<TOTAL-CURRENT-ASSETS> 170,360
<TOTAL-DEFERRED-CHARGES> 1,187,719
<OTHER-ASSETS> 51,581
<TOTAL-ASSETS> 4,881,136
<COMMON> 168,888
<CAPITAL-SURPLUS-PAID-IN> 405,000
<RETAINED-EARNINGS> 863,444
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,437,332
0
250,351
<LONG-TERM-DEBT-NET> 1,517,347
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 231
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 74
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,675,801
<TOT-CAPITALIZATION-AND-LIAB> 4,881,136
<GROSS-OPERATING-REVENUE> 1,073,469
<INCOME-TAX-EXPENSE> 15,812
<OTHER-OPERATING-EXPENSES> 775,473
<TOTAL-OPERATING-EXPENSES> 791,285
<OPERATING-INCOME-LOSS> 282,184
<OTHER-INCOME-NET> 56,322
<INCOME-BEFORE-INTEREST-EXPEN> 338,506
<TOTAL-INTEREST-EXPENSE> 132,059
<NET-INCOME> 206,447
14,469
<EARNINGS-AVAILABLE-FOR-COMM> 191,978
<COMMON-STOCK-DIVIDENDS> 186,000
<TOTAL-INTEREST-ON-BONDS> 116,205
<CASH-FLOW-OPERATIONS> 299,818
<EPS-PRIMARY> 1.00
<EPS-DILUTED> 1.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 004
<NAME> PUBLIC SERVICE COMPANY OF OKLAHOMA
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,330,376
<OTHER-PROPERTY-AND-INVEST> 6,498
<TOTAL-CURRENT-ASSETS> 88,484
<TOTAL-DEFERRED-CHARGES> 16,449
<OTHER-ASSETS> 39,009
<TOTAL-ASSETS> 1,480,816
<COMMON> 157,230
<CAPITAL-SURPLUS-PAID-IN> 180,000
<RETAINED-EARNINGS> 150,281
<TOTAL-COMMON-STOCKHOLDERS-EQ> 487,511
0
19,826
<LONG-TERM-DEBT-NET> 379,250
<SHORT-TERM-NOTES> 70,510
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 25,000
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 498,719
<TOT-CAPITALIZATION-AND-LIAB> 1,480,816
<GROSS-OPERATING-REVENUE> 690,823
<INCOME-TAX-EXPENSE> 37,602
<OTHER-OPERATING-EXPENSES> 541,452
<TOTAL-OPERATING-EXPENSES> 579,054
<OPERATING-INCOME-LOSS> 111,769
<OTHER-INCOME-NET> 3,544
<INCOME-BEFORE-INTEREST-EXPEN> 115,313
<TOTAL-INTEREST-EXPENSE> 33,485
<NET-INCOME> 81,828
816
<EARNINGS-AVAILABLE-FOR-COMM> 81,012
<COMMON-STOCK-DIVIDENDS> 55,000
<TOTAL-INTEREST-ON-BONDS> 29,594
<CASH-FLOW-OPERATIONS> 143,888
<EPS-PRIMARY> .42
<EPS-DILUTED> .42
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000092487
<NAME> SOUTH WESTERN ELECTRIC POWER COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,879,656
<OTHER-PROPERTY-AND-INVEST> 3,467
<TOTAL-CURRENT-ASSETS> 178,448
<TOTAL-DEFERRED-CHARGES> 16,906
<OTHER-ASSETS> 38,242
<TOTAL-ASSETS> 2,116,719
<COMMON> 135,660
<CAPITAL-SURPLUS-PAID-IN> 245,000
<RETAINED-EARNINGS> 302,334
<TOTAL-COMMON-STOCKHOLDERS-EQ> 682,994
33,628
16,032
<LONG-TERM-DEBT-NET> 538,709
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 50,000
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 145
1,200
<CAPITAL-LEASE-OBLIGATIONS> 10,242
<LEASES-CURRENT> 3,754
<OTHER-ITEMS-CAPITAL-AND-LIAB> 780,015
<TOT-CAPITALIZATION-AND-LIAB> 2,116,719
<GROSS-OPERATING-REVENUE> 836,705
<INCOME-TAX-EXPENSE> 43,353
<OTHER-OPERATING-EXPENSES> 630,576
<TOTAL-OPERATING-EXPENSES> 673,929
<OPERATING-INCOME-LOSS> 162,776
<OTHER-INCOME-NET> 4,468
<INCOME-BEFORE-INTEREST-EXPEN> 167,244
<TOTAL-INTEREST-EXPENSE> 50,130
<NET-INCOME> 117,114
3,244
<EARNINGS-AVAILABLE-FOR-COMM> 113,870
<COMMON-STOCK-DIVIDENDS> 109,000
<TOTAL-INTEREST-ON-BONDS> 44,468
<CASH-FLOW-OPERATIONS> 213,514
<EPS-PRIMARY> .59
<EPS-DILUTED> .59
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 006
<NAME> WEST TEXAS UTILITIES COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 680,572
<OTHER-PROPERTY-AND-INVEST> 872
<TOTAL-CURRENT-ASSETS> 66,496
<TOTAL-DEFERRED-CHARGES> 26,092
<OTHER-ASSETS> 41,582
<TOTAL-ASSETS> 815,614
<COMMON> 137,214
<CAPITAL-SURPLUS-PAID-IN> 2,236
<RETAINED-EARNINGS> 125,770
<TOTAL-COMMON-STOCKHOLDERS-EQ> 265,220
0
6,291
<LONG-TERM-DEBT-NET> 273,245
<SHORT-TERM-NOTES> 19,820
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 251,038
<TOT-CAPITALIZATION-AND-LIAB> 815,614
<GROSS-OPERATING-REVENUE> 319,835
<INCOME-TAX-EXPENSE> 5,542
<OTHER-OPERATING-EXPENSES> 254,807
<TOTAL-OPERATING-EXPENSES> 260,349
<OPERATING-INCOME-LOSS> 59,486
<OTHER-INCOME-NET> (85)
<INCOME-BEFORE-INTEREST-EXPEN> 59,401
<TOTAL-INTEREST-EXPENSE> 24,871
<NET-INCOME> 34,530
264
<EARNINGS-AVAILABLE-FOR-COMM> 34,266
<COMMON-STOCK-DIVIDENDS> 41,000
<TOTAL-INTEREST-ON-BONDS> 21,413
<CASH-FLOW-OPERATIONS> 53,340
<EPS-PRIMARY> .18
<EPS-DILUTED> .18
</TABLE>
Exhibit H-1
ORGANIZATIONAL CHART
Investment in Foreign Utility Company
--------------------------
| Central and South West |
| Corporation |
--------------------------
|
|
|
--------------------------
| CSW International, INC. |
--------------------------
|
------------------------------
| |
-------------------------- -------------------------
| CSW International | | CSW International |
| Two, Inc. | | Three, Inc. |
-------------------------- -------------------------
| |
------------------------------
|
|
|
--------------------------
| CSW Investments |
--------------------------
|
|
|
--------------------------
| CSW (UK) plc |
--------------------------
|
|
|
--------------------------
| SEEBOARD plc |
--------------------------
Exhibit H-2
ORGANIZATIONAL CHART
Investments in Exempt Wholesale Generators
--------------------------
| Central and South West |
| Corporation |
--------------------------
|
|
|
--------------------------
| CSW Energy, Inc. |
--------------------------
|
|
|
--------------------------
| CSW Development - 3 |
| Inc |
--------------------------
|
|
|
------------------------------------------
| | |
| | |
| | |
---------------- ----------------- -----------------
| CSW Northwest | | CSW Northwest | | Northwest Power |
| GP, Inc. | | LP, Inc. | | Company LLC |
---------------- ----------------- -----------------
In addition at December 31, 1995, CSW Energy, Inc. had loaned approximately
$5 million to a non-affiliated party for their development of EWG projects.
<PAGE> 1
AUDITED FINANCIAL STATEMENTS OF SEEBOARD plc FOR THE YEARS
ENDED MARCH 31, 1995 AND 1994 AND AUDITOR'S REPORT THEREON
(The symbol for British pounds sterling has been denoted by the
symbol # in the following financial statements and accompanying
tables.)
SEEBOARD plc - ACCOUNTS
for the year ended 31 March 1995
STATEMENT OF DIRECTORS' RESPONSIBILITIES
Company law requires the directors to prepare financial
statements for each financial year which give a true and
fair view of the state of affairs of the Company and Group
and of the profit or loss for that period. In preparing
those financial statements, the directors are required to:
* select suitable accounting policies and then apply
them consistently;
* make judgements and estimates that are reasonable and
prudent;
* state whether applicable accounting standards have been
followed, subject to any material departures disclosed
and explained in the financial statements;
* prepare financial statements on a going concern basis
unless it is inappropriate to presume that the Group
will continue in business.
The directors are responsible for keeping proper accounting
records which disclose, with reasonable accuracy, the financial
position of the Company, and for ensuring that the financial
statements comply with the Companies Act 1985. They have
general responsibility for taking such steps as are reasonably
open to them to safeguard the assets of the Company and to prevent
and detect fraud and other irregularities.
- ------------------------------------------------------------------------------
To the shareholders of SEEBOARD plc
We have audited the accompanying consolidated balance sheets of SEEBOARD plc
and subsidiaries as at 31 March 1995 and 31 March 1994, and the related
consolidated profit and loss accounts and statements of cash flows for each
of the years in the two year period ended 31 March 1995. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted standards in the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
SEEBOARD plc and subsidiaries at 31 March 1995 and 31 March 1994 and the
result of their operations and cash flows for each of the years in the two
year period ended 31 March 1995 in conformity with generally accepted
accounting principles in the United Kingdom.
Generally accepted accounting principles in the United Kingdom vary in certain
significant respects from generally accepted accounting principles in the
United States. Application to generally accepted accounting principles in
the United States would have affected results of operations and shareholders'
equity as of and for the years ended 31 March 1995 and 31 March 1994 to the
extent summarised in Note 26 to the consolidated financial statements.
London, England KPMG
6 June 1995 Chartered Accountants
Registered Auditors
<PAGE> 2
SEEBOARD plc - GROUP PROFIT AND LOSS ACCOUNT
for the year ended 31 March 1995
1995 1994
Note #m #m
Turnover 1 1,195.6 1,218.1
Cost of sales (846.3) (879.7)
Gross profit 349.3 338.4
Net operating costs and administrative expenses 2 (210.7) (218.4)
Operating profit 138.6 120.0
Income from fixed asset investments 3 14.7 13.6
Profit on ordinary activities before interest 153.3 133.6
Net interest 4 1.5 (1.9)
Government debt premium 5 (12.8) -
Profit on ordinary activities before taxation 142.0 131.7
Taxation on profit on ordinary activities 7 (38.0) (35.0)
Profit on ordinary activities after taxation 104.0 96.7
Minority interests (0.1) (0.2)
Profit for the financial year 103.9 96.5
Dividends 8 (35.1) (29.8)
Retained profit 68.8 66.7
Earnings per ordinary share
Normal 9 41.5p 37.8p
Adjusted to exclude Government debt premium
write off 9 946.6p 37.8p
A statement of movements on the profit and loss account is given in note 19.
Recognised gains or losses
There are no recognised gains or losses (1994 #nil) other than the profit for
the financial year.
<PAGE> 3
SEEBOARD plc - BALANCE SHEETS
as at 31 March 1995
Group Company
1995 1994 1995 1994
Note #m #m #m #m
Fixed assets
Tangible assets 10 525.3 494.2 525.2 494.2
Investments 11 57.3 57.4 60.8 60.8
582.6 551.6 586.0 555.0
Current assets
Stocks 12 10.5 10.7 10.5 10.7
Debtors 13 220.4 194.7 214.7 188.2
Investments 15 13.2 9.7 8.5 6.5
Cash at bank and in hand 36.0 175.3 24.4 164.5
280.1 390.4 258.1 369.9
Creditors (amounts falling
due within one year) 16 251.1 268.3 237.8 256.1
Net current assets 29.0 122.1 20.3 113.8
Total assets less current
liabilities 611.6 673.7 606.3 668.8
Creditors (amounts falling
due after more than one year) 16 14.3 83.4 14.0 82.5
Provisions for liabilities
and charges 17 36.2 45.1 36.2 45.1
Minority interests 0.4 0.3 - -
Net assets 560.7 544.9 556.1 541.2
Capital and reserves
Called up share capital 18 122.5 128.2 122.5 128.2
Share premium account 19 5.5 1.2 5.5 1.2
Capital redemption reserve 19 6.8 - 6.8 -
Profit and loss account 19 425.9 415.5 421.3 411.8
Shareholders' funds 560.7 544.9 556.1 541.2
<PAGE> 4
SEEBOARD plc - GROUP CASH FLOW STATEMENT
for the year ended 31 March 1995
1995 1994
Note #m #m
Net cash inflow from operating
activities 23 106.4 285.8
Returns on investments and servicing
of finance
Interest received 5.8 6.7
Interest paid (4.6) (8.4)
Government debt premium (12.8) -
Dividends received 11.5 9.7
Dividends paid (31.2) (26.3)
Net cash outflow from returns on
investments and servicing of finance (31.3) (18.3)
Taxation
Corporation tax paid (including ACT) (43.0) (33.7)
Cash flow from operations after tax 32.1 233.8
Investing activities
Purchase of tangible fixed assets (68.3) (79.6)
(Purchase)/sale of current asset investments (1.4) 2.7
Purchase of fixed asset investments - (0.2)
Receipts from sales of tangible fixed assets 3.3 0.8
Net cash outflow from investing activities (66.4) (76.3)
Net cash (outflow)/inflow before financing (34.3) 157.5
Financing
Issue of ordinary share capital 3.1 2.0
Purchase of own shares (60.5) -
Repayment of Government debt (54.0) (26.0)
Net cash outflow from financing (111.4) (24.0)
(Decrease)/increase in cash and cash
equivalents 23 (145.7) 133.5
<PAGE> 5
SEEBOARD plc - ACCOUNTING POLICIES
New accounting standards
Except for the effect of two new Financial Reporting
Standards issued by the Accounting Standards Board the
accounting policies of the Group remain unchanged. The
two standards, which have a direct impact upon these
accounts, are FRS4 - Capital Instruments and FRS5 -
Reporting the substance of transactions.
During the year, SEEBOARD repurchased Government debt for
#66.8m, representing a premium of #12.8m over the book
amount of the debt. In compliance with FRS4, this premium
on repayment has been shown separately as a charge to the
profit and loss account.
The Employee Share Ownership Trust (ESOT) received a
further loan of #2m during the year, making a total of
#8.5m, with which it has purchased SEEBOARD shares. In
compliance with FRS5 the ESOT has been consolidated into
the Group and the amounts loaned are shown as own shares
purchased. Comparative figures in the balance sheet have
been restated accordingly.
Basis of preparation
The accounts have been prepared under the historical cost
convention in accordance with the Companies Act 1985 and
applicable accounting standards.
No profit and loss account is presented for the Company as
provided by Section 230 of the Companies Act 1985.
Consolidation
The accounts consolidate the financial statements of
SEEBOARD plc ('the Company'), its subsidiary undertakings
and its share of the results of associated undertakings
('the Group'). The results of the subsidiaries are
included in the consolidated profit and loss account from
the date of acquisition. Goodwill arising on consolidation,
being the excess of the purchase price of subsidiaries
and associates over the fair value of the net assets acquired,
is written off against reserves.
An associated undertaking is one in which the Group has a
long term interest and over which it exercises significant
but not dominant influence. The Group's share of the
profits less losses of associates is included in the
profit and loss account within income from fixed asset
investments and the Group's share of net assets is
included in investments in the balance sheet. Where an
accounting policy of an associate represents a significant
departure from that of the Group, appropriate adjustments
to the results of the associate are made on consolidation.
Turnover
Turnover represents the value of electricity consumption
during the year, which includes an estimate of the sales
value of units supplied to customers between the date of
the last meter reading and the year end, and the invoice
value of other goods and services provided, exclusive of
value added tax.
Cost of sales, net operating costs and administrative expenses
Cost of sales includes the purchase cost of electricity,
use of system charges and all other costs incurred to the
point of sale. Other costs are analysed between net
operating costs and administrative expenses. Net
operating costs, referred to by the Companies Act 1985
as distribution costs, include all other costs with the
exception of finance and administrative expenses.
<PAGE> 6
SEEBOARD plc - ACCOUNTING POLICIES
Regulated income
Where there is an over recovery of Supply or Distribution
Business revenues against the regulated maximum allowable
amount, revenues equivalent to the over recovered amount
are deferred. The deferred amount is deducted from
turnover and included in creditors within accruals and
deferred income. Where there is an under recovery,
any potential future recovery is not anticipated.
Tangible fixed assets and depreciation
Tangible fixed assets are stated at cost less accumulated
depreciation. The charge for depreciation is calculated on
a straight line basis to write off assets over their
estimated useful lives. Freehold land is not depreciated.
The lives of each major class of asset are:
Network plant and buildings 40 years, at 3% for
20 years then 2% per annum
Non-network buildings Up to 60 years
Fixtures, equipment and vehicles Up to 10 years
In the case of major projects, such as the construction of
generation plant, cost includes interest capitalised during
the construction period.
Customers' contributions are credited to the profit and
loss account at the same rate as the network is depreciated.
Property clawback
Under a trust deed, HM Government is entitled to a proportion
of certain property gains accruing or treated as accruing as
a result of property disposals. A provision for clawback of
gains in respect of property disposals is made only to the
extent that it is probable that a liability will crystallise.
Such a liability will crystallise when an actual or deemed
disposal occurs.
Stocks
Stocks are valued at the lower of cost and net realisable value.
Leases
Rental costs under operating leases are charged to the
profit and loss account in equal annual amounts over the
period of the lease.
Pension costs
Contributions to the Electricity Supply Pension Scheme are
charged to the profit and loss account so as to spread the
cost of pensions over employees' working lives with the
Company. The capital cost of ex-gratia and supplementary
pensions is charged to the profit and loss account in the
accounting period in which they are granted.
Deferred taxation
Deferred taxation arises in respect of items where there
is a timing difference between their treatment for accounting
purposes and their treatment for taxation purposes. A provision
or asset for deferred taxation, using the liability method,
is established to the extent that it is probable that a liability
or asset will crystallise in the foreseeable future.
<PAGE> 7
SEEBOARD plc - NOTES TO THE ACCOUNTS
31 March 1995
1 Turnover, profit and net assets by business
Turnover, profit before taxation and net assets of continuing
operations attributable to the following classes of business were:
Profit before
Turnover taxation Net assets
1995 1994 1995 1994 1995 1994
#m #m #m #m #m #m
Distribution 306.1 292.0 116.8 101.1 399.9 383.6
Supply 1,049.7 1,090.9 16.5 14.5 22.2 (50.3)
Other activities 117.8 115.6 5.3 4.4 80.1 69.1
Unallocated - - - - (28.0) (35.7)
Inter-activity sales (278.0) (280.4) - - - -
1,195.6 1,218.1 138.6 120.0 474.2 366.7
NGH dividends and investment - - 14.7 13.6 56.9 56.9
Net interest and net cash - - 1.5 (1.9) 29.6 121.3
Government debt premium - - (12.8) - - -
1,195.6 1,218.1 142.0 131.7 560.7 544.9
2 Net operating costs and administrative expenses
1995 1994
#m #m
Net operating costs - depreciation 32.4 30.7
- other 151.4 158.5
183.8 189.2
Administrative expenses 26.9 29.2
210.7 218.4
Certain costs previously shown under administrative expenses
have been reclassified and the comparative figures have been
restated accordingly.
Net operating costs and administrative expenses
include: 1995 1994
#m #m
Operating lease rentals 4.9 5.2
Auditors' remuneration 0.1 0.1
Remuneration of auditors for non audit work 1.1 0.6
3 Income from fixed asset investments
1995 1994
#m #m
Dividends from The National Grid Holding plc (NGH) 14.8 13.6
Share of loss of associated undertakings (0.1) -
14.7 13.6
<PAGE> 8
SEEBOARD plc - NOTES TO THE ACCOUNTS
31 March 1995
4 Net interest
1995 1994
#m #m
Interest payable:
On bank loans, overdrafts and other loans wholly
repayable within five years (4.6) (1.7)
On long term loans repayable in whole or in part
after five years - (6.7)
Interest receivable 6.1 6.5
1.5 (1.9)
5 Government debt premium
Early repayment of Government debt
On 23 August 1994, Government debt with a book amount of #54m was
repaid at a premium of #12.8m. The debt carried a fixed rate of interest
of 12.365% per annum and was repayable in 2008.
6 Directors and employees
(a) Directors' share options
<TABLE>
<CAPTION>
Granted Date from
Date of Held at during Held at Exercise which Expiry
Scheme grant 1.4.1994 the year 31.3.1995 price exercisable date
<S> <C> <C> <C> <C> <C> <C> <C> <C>
T J Ellis Executive option 9.12.1991 27,000 - 27,000 156.0p 9.12.1994 9.12.2001
Executive option 18.1.1993 107,000 - 107,000 235.5p 18.1.1996 18.1.2003
S Gutteridge Executive option 18.1.1993 126,000 - 126,000 235.5p 18.1.1996 18.1.2003
M J Pavia - - - - - - -
A R Smith Sharesave 18.12.1990 4,542 - 4,542 87.5p 1.3.1996 1.9.1996
Executive option 18.1.1993 30,000 - 30,000 235.5p 18.1.1996 18.1.2003
Executive option 21.7.1994 - 25,000 25,000 337.0p 21.7.1997 21.7.2004
J Weight Sharesave 18.12.1990 3,514 - 3,514 87.5p 1.3.1996 1.9.1996
Sharesave 30.9.1992 2,232 - 2,232 154.5p 1.12.1997 1.6.1998
Executive option 18.1.1993 50,000 - 50,000 235.5p 18.1.1996 18.1.2003
</TABLE>
No options were either exercised or lapsed during the year.
The market price of the shares at 31 March 1995 was 343p and
the range during the year was 304p to 488p.
Share options to be granted to executive directors in 1995/6
will be subject to strict performance criteria. The
exercise of these options will require that the Company's
share price performance over the three year period from the
date of the grant is maintained in the top third of the RECs
and that electricity prices to domestic customers are
consistently in the lowest third.
<PAGE> 9
SEEBOARD plc - NOTES TO THE ACCOUNTS
31 March 1995
6 Directors and employees continued
(b) Emoluments of directors of the Company were
as follows: 1995 1994
#000 #000
Salaries 837 720
Benefits 46 75
Fees 118 112
1,001 907
Pension contributions 139 77
1,140 984
1995 1994
Salary Benefits Total Total
#000 #000 #000 #000
Chairman
Sir Keith Stuart 70 - 70 70
(Paid to Associated British
Ports Holdings PLC)
Executive directors
T J Ellis (highest paid director) 206 8 214 184
S Gutteridge 118 10 128 117
M J Pavia (appointed 1.10.1994) 75 4 79 -
A R Smith (appointed 1.1.1995) 24 2 26 -
J Weight (appointed 1.7.1993) 102 14 116 80
Salary and benefits do not include pension contributions.
The Company's pension contributions on behalf of T J Ellis,
highest paid director, amounted to #30,000 (1994 #26,000).
No bonuses are paid to any directors. Furthermore, non-
executive directors receive neither share options nor
pension entitlements. All executive directors have service
contracts terminable by two years' notice. The emoluments
of the directors (excluding pension contributions) fell into
the following bands:
1995 1994
Number Number
#1 - #5,000 1 -
#10,001 - #15,000 - 1
#15,001 - #20,000 3 3
#20,001 - #25,000 1 1
#25,001 - #30,000 2 1
#65,001 - #70,000 1 1
#70,001 - #75,000 - 1
#75,001 - #80,000 1 -
#80,001 - #85,000 - 1
#110,001 - #115,000 1 -
#115,001 - #120,000 1 1
#120,001 - #125,000 - 1
#125,001 - #130,000 1 -
#130,001 - #135,000 - 1
#135,001 - #140,000 1 -
#180,001 - #185,000 - 1
#210,001 - #215,000 1 -
Pension contributions paid in respect of the early
retirement of former directors amounted to #271,350. A
pension of #29,300 (1994 #28,790) was paid in the year to a
former Chairman. Following a judgment of the High Court on
9 December 1994 a payment of #201,370 was made to T A Boley,
a former director, as compensation for the early termination
of his service contract in April 1993.
<PAGE> 10
SEEBOARD plc - NOTES TO THE ACCOUNTS
31 March 1995
6 Directors and employees continued
(c) Employment costs
The aggregate remuneration of all employees, including the
directors of the Group, comprised:
1995 1994
#m #m
Wages and salaries 85.5 95.1
Social security costs 7.1 8.2
Other pension costs 12.7 4.6
105.3 107.9
Less: charged as capital expenditure (17.8) (20.5)
Charged to profit and loss account 87.5 87.4
Other pension costs in 1994 included the release of pension
provision of #9.0m in respect of the equalisation of pension
rights no longer required.
1995 1994
(d) Average number of employees in the Group during the year
were: 4,680 5,339
7 Taxation on profit on ordinary activities
1995 1994
#m #m
UK corporation tax at 33% (1994 33%) 40.1 30.9
Tax on The National Grid Holding plc dividends 3.0 2.7
Deferred tax (1.2) 1.4
41.9 35.0
Adjustment to taxation in respect of prior years' profits (3.9) -
38.0 35.0
8 Dividends Shares ranking Dividends
for dividend payable
1995 1995 1994
000's #m #m
Interim dividend paid of 4.0p (1994 3.3p)
per ordinary share 241,387 9.7 8.3
Proposed final dividend of 10.5p
(1994 8.45p) per ordinary share 241,585 25.4 21.5
35.1 29.8
An employee share ownership trust, which holds 3,448,662
shares in the Company, has waived its right to all but a
nominal dividend.
9 Earnings per ordinary share
Earnings per ordinary share of 41.5p (1994 37.8p) are calculated
by dividing the profit for the financial year of #103.9m (1994 #96.5m)
by the average issued share capital of 250,525,000 (1994 255,206,000)
ordinary shares. Earnings per ordinary share, excluding the
non-recurring effect of the premium of #12.8m paid in respect of the
repurchase of Government debt, amounted to 46.6p based on an adjusted
profit of #116.7m.
<PAGE> 11
SEEBOARD plc - NOTES TO THE ACCOUNTS
31 March 1995
10 Tangible fixed assets
(a) Group and Company
Non-
network Vehicles
land & Fixtures & & mobile
Network buildings equipment plant Total
Cost #m #m #m #m #m
At 1 April 1994 623.9 77.7 67.9 22.3 791.8
Additions 50.3 6.2 8.2 0.5 65.2
Disposals (4.3) (2.2) (1.0) (2.9) (10.4)
At 31 March 1995 669.9 81.7 75.1 19.9 846.6
Depreciation
At 1 April 1994 227.6 16.1 41.8 12.1 297.6
Disposals (4.3) (1.2) (1.0) (2.2) (8.7)
Charge for the year 16.5 3.2 9.4 3.3 32.4
At 31 March 1995 239.8 18.1 50.2 13.2 321.3
Net book amount
At 31 March 1995 430.1 63.6 24.9 6.7 525.3
At 31 March 1994 396.3 61.6 26.1 10.2 494.2
All assets are owned by the Company with the exception of
fixtures and equipment owned by Southern Gas Ltd at a cost
of #0.1m (net book amount #0.1m).
(b) The net book amount of non-network land and buildings
comprised:
1995 1994
#m #m
Freehold 61.4 58.3
Short leasehold 2.2 3.3
63.6 61.6
Non-network land, included at #6.7m (1994 #7.6m), is not
depreciated.
(c) Included in fixed assets at 31 March 1995 are assets in
course of construction amounting to #33.8m (1994 #26.6m).
<PAGE> 12
SEEBOARD plc - NOTES TO THE ACCOUNTS
31 March 1995
11 Fixed asset investments
Group Company
1995 1994 1995 1994
#m #m #m #m
The National Grid Holding plc 56.9 56.9 56.9 56.9
Investments in subsidiary companies - - 3.4 3.4
Investments in associated companies 0.2 0.3 0.3 0.3
Other fixed asset investments 0.2 0.2 0.2 0.2
57.3 57.4 60.8 60.8
The holding in The National Grid Holding plc was acquired
from The Secretary of State for Energy on 23 May 1990. The
investment was revalued to #56.9m to represent the Company's
share, being 7.3%, of' the pro forma historical cost value
of the net assets as at 31 March 1990 of The National Grid
Company plc which is wholly owned by The National Grid
Holding plc. A proposal for the demerger to shareholders of
the Company's investment in The National Grid Holding plc is
well advanced.
The Company's principal investment in an associate comprises
a 37.5% interest in Medway Power Ltd (Medway), a company
formed to construct, own and operate a 660 MW gas fired
power station on the Isle of Grain, Kent. The power
station, which is presently undergoing commissioning trials,
is expected to commence generating electricity commercially
in the autumn. The Company has entered into an agreement to
purchase 50% of Medway's output of electricity for 15 years
commencing in 1995.
A schedule of the Company's principal subsidiary and
associated undertakings is given in note 24.
12 Stocks
Group and Company
1995 1994
#m #m
Raw materials and consumables 2.3 3.6
Work in progress 1.6 1.7
Finished goods and goods for resale 6.6 5.4
10.5 10.7
13 Debtors Group Company
1995 1994 1995 1994
#m #m #m #m
Amounts falling due within one year:
Trade debtors 174.6 145.1 166.8 137.4
Amounts owed by group undertakings - - 2.0 1.3
Credit sale installments not yet due 14.5 10.0 14.5 10.0
Other debtors 7.6 16.9 7.4 16.9
Prepayments and accrued income 0.7 3.6 0.5 3.5
Dividends receivable 8.0 7.6 8.5 7.6
Deferred tax 6.3 5.1 6.3 5.1
211.7 188.3 206.0 181.8
Amounts falling due after more than
one year:
Credit sale installments not yet due 2.4 1.0 2.4 1.0
Advance corporation tax recoverable 6.3 5.4 6.3 5.4
220.4 194.7 214.7 188.2
<PAGE> 13
SEEBOARD plc - NOTES TO THE ACCOUNTS
31 March 1995
14 Deferred tax
Total unprovided deferred tax liabilities computed at a rate
of 33% (1994 33%) were as follows:
Group and Company
1995 1994
#m #m
Capital allowances in excess of depreciation 136.0 127.5
Other timing differences (11.1) (14.0)
124.9 113.5
A transfer to/(from) deferred tax of #1.2m (1994 (#1.4m))
increased the deferred tax asset in respect of short term
timing differences from #5.1m at 31 March 1994 to #6.3m at
31 March 1995.
15 Current asset investments
Group Company
1995 1994 1995 1994
#m #m #m #m
Own shares purchased 8.5 6.5 8.5 6.5
Other investments 4.7 3.2 - -
13.2 9.7 8.5 6.5
Of the other investments #4.1m (1994 #3.0m) were listed on
the London Stock Exchange.
At 31 March 1995 3,448,662 (1994 2,990,000) ordinary shares
were held by an independently managed trust in connection
with Company share schemes (see note 18).
16 Creditors
Group Company
1995 1994 1995 1994
#m #m #m #m
Amounts falling due within one year:
Advance payments 26.0 43.2 25.5 41.7
Bank loans and overdrafts 6.4 - 6.4 -
Payments received on account 6.0 7.3 6.0 7.3
Trade creditors 106.1 85.8 101.7 82.0
Corporation tax 31.7 37.5 31.4 37.2
Other taxation and social security 0.5 0.6 0.5 0.2
Proposed dividend 25.4 21.5 25.4 21.5
Other creditors 26.7 16.9 18.6 10.7
Accruals and deferred income 22.3 55.5 22.3 55.5
251.1 268.3 237.8 256.1
Amounts falling due after more than one year:
Government debt - 54.0 - 54.0
Advance payments 11.4 28.5 11.1 27.6
Other creditors 2.9 0.9 2.9 0.9
14.3 83.4 14.0 82.5
<PAGE> 14
SEEBOARD plc - NOTES TO THE ACCOUNTS
31 March 1995
16 Creditors continued
Bank loans and overdrafts outstanding at 31 March 1995 were repayable
as follows:
Group and Company
1995 1994
#m #m
Repayable within one year 6.4 -
Repayable after five years - 54.0
6.4 54.0
On 23 August 1994 marketable bonds of #54m were repurchased from HM
Treasury at a premium of #12.8m.
17 Provisions for liabilities and charges
Restructuring Pensions Other Total
#m #m #m #m
Group and Company
Balance at 1 April 1994 26.6 2.1 16.4 45.1
Applied during the year (27.6) - (3.2) (30.8)
Provided in the year 20.4 0.5 1.0 21.9
Balance at 31 March 1995 19.4 2.6 14.2 36.2
Included within other provisions are amounts set aside in respect of
uninsured potential losses arising from storm damage of #6.5m
(1994 #5.5m).
18 Called up share capital
(a) Share capital
Authorised: Number #m
Ordinary shares of 50p each 400,000,000 200.0
Special rights redeemable preference share of #1 1 -
Allotted and fully paid:
At 1 April 1994 256,386,637 128.2
Issue of ordinary 50p shares arising from exercise
of options 1,246,310 0.6
Issue of ordinary 50p shares to employees under
a matching offer 1,001,050 0.5
Ordinary 50p shares cancelled (13,600,000) (6.8)
At 31 March 1995 245,033,997 122.5
The special rights redeemable preference share of #1, registered in
the name of The Secretary of State for Trade and Industry, was redeemed
at par on 31 March 1995.
(b) Cancellation of ordinary shares
During the course of the year 13,600,000 ordinary shares were purchased
at an average price of 430p. The shares have been cancelled and in
accordance with Section 170 of the Companies Act 1985 an amount of
#6.8m equivalent to the nominal value of the cancelled share capital
has been transferred to the capital redemption reserve, as set out in
note 19.
<PAGE> 15
SEEBOARD plc - NOTES TO THE ACCOUNTS
31 March 1995
18 Called up share capital continued
(c) Employee share schemes
On 8 September 1994 1,001,050 ordinary shares were allotted to
employees under a one for one matching offer.
At 31 March 1995 the following options over the Company's ordinary
shares were outstanding:
Number Price Period of
of Date options per exercise
shares granted share Six months from
Savings related share
option scheme
5,176,000 18 December 1990 87.5p 1 March 1996
2,573,378 30 September 1992 154.5p 1 December 1997
7,749,378
Executive share option
scheme From To
80,000 17 January 1991 127.5p 1994 2001
27,000 9 December 1991 156.0p 1994 2001
2,771,000 18 January 1993 235.5p 1996 2003
350,000 21 July 1994 337.0p 1997 2004
3,228,000
(d) At 31 March 1995 3,448,662 ordinary shares of the Company were
held in an independently managed employee share ownership trust,
formed to purchase shares in the Company on the open market, for
use in satisfying the share option schemes.
(e) At 31 March 1995 Seeboard Share Scheme Trustees Ltd held 3,278,919
ordinary shares on behalf of employees in respect of the profit
sharing scheme arrangements.
19 Reconciliation of movements in shareholders' funds
<TABLE>
<CAPTION>
Group Company
Share Capital profit Share- profit and
Share premium redemption and loss holders' loss
capital account reserve account funds account
#m #m #m #m #m #m
<S> <C> <C> <C> <C> <C> <C>
Balance at 1 April 1994 128.2 1.2 - 415.5 544.9 411.8
Retained profit for the year - - - 68.8 68.8 67.9
Issue of ordinary shares 1.1 4.3 - - 5.4 -
Cancellation of ordinary shares - - - (58.4) (58.4) (58.4)
Transfer to capital redemption
reserve (6.8) - 6.8 - - -
Balance at 31 March 1995 122.5 5.5 6.8 425.9 560.7 421.3
</TABLE>
The cumulative amount of goodwill written off to reserves at 31 March
1995 was #3.9m (1994 #3.9m).
<PAGE> 16
SEEBOARD plc - NOTES TO THE ACCOUNTS
31 March 1995
20 Pension costs
The Company's employees are entitled to join the Electricity Supply
Pension Scheme which provides pension and other related benefits,
based on final pensionable pay, to employees throughout the
Electricity Supply Industry. The assets of the Scheme are held in a
separate trustee administered fund. A full actuarial valuation of
the Scheme is carried out on a triennial basis. These accounts
incorporate the results of the latest valuation of the Scheme
carried out as at 31 March 1992.
Pension costs charged to the profit and loss account for the year
were #12.7m (1994 #4.6m as reduced by the release of a provision of
#9.0m for the equalisation of pension rights no longer required). The
latest full actuarial valuation of the Company's section of the Scheme
was carried out by Bacon and Woodrow, consulting actuaries, as at 31
March 1992 and the results of this valuation have been used as the basis
for assessing pension costs. The 'attained age' method was used for the
valuation and the principal actuarial assumptions adopted were that the
investment return would exceed salary increases by 2% per annum
(exclusive of merit awards) and exceed future pension increases by 4%
per annum.
The actuarial value of the assets of the Company's section of the Scheme
as at 31 March 1992 represented 104% of the actuarial value of the
accrued benefits. After allowing for benefit improvements granted as
a result of the valuation and the provision made from surplus to cover
contingencies and anticipated short term early retirement costs, this
reduces to 100%. The accrued benefits include all benefits for
pensioners and other former members as well as benefits based on service
completed to date for active members, allowing for future salary rises.
The total market value of the assets of the Scheme as at 31 March 1992
was #9,492m of which #414m represented the section of the Scheme which
relates to the members and beneficiaries of the Company. Contributions
payable by the Company to the Scheme during the year (excluding
provisions) were #12.2m (1994 #13.6m).
21 Lease obligations
The following annual obligations under operating leases for equipment
and vehicles expire:
Group and Company
1995 1994
#m #m
Within one year 0.4 0.2
In the second to fifth year inclusive 0.5 1.0
0.9 1.2
The following annual obligations under operating leases for non-network
land and buildings expire:
Group and Company
1995 1994
#m #m
Within one year 0.1 -
In the second to fifth year inclusive 0.7 0.5
In more than five years 2.6 2.7
3.4 3.2
<PAGE> 17
SEEBOARD plc - NOTES TO THE ACCOUNTS
31 March 1995
22 Capital and other commitments
Capital investment authorised by the Board of Directors but not provided
for as at 31 March 1995 amounted to #51.3m (1994 #51.9m) in respect
of which the Board of Directors has entered into contractual commitments
of #9.5m (1994 #9.3m).
On 10 April 1992 the Company entered into an agreement to subscribe for
37.5% of the equity and subordinated loan stock of Medway Power Ltd,
(Medway), a company formed to construct, own and operate a 660 MW power
station on the Isle of Grain, Kent. The maximum amount of the commitment
by the Company to Medway, which is dependent upon actual construction
costs, is #22.9m. At the same date a power purchase agreement was
entered into by the Company to purchase 50% of' Medway's output for 15
years commencing in 1995.
At 31 March 1995, Medway had tangible assets of #293.0m and a project
bank loan secured on those assets amounting to #284.9m. The lending
banks have no right of recourse to the shareholders of Medway,
including the Company, in respect of the repayment of the bank loan.
23 Notes to the cash flow statement
Reconciliation of operating profit to net cash inflow from operating
activities
1995 1994
#m #m
Operating profit 138.6 120.0
Non cash items
Depreciation 32.4 30.7
Profit on sale of fixed assets (1.6) (0.4)
Decrease in provisions (6.6) (4.2)
24.2 26.1
Movement in working capital
Decrease in stocks 0.2 0.7
(Increase)/decrease in debtors (23.4) 13.0
(Decrease)/increase in creditors
(Decrease)/increase in advance payments (34.3) 71.7
(Decrease)/increase in Supply regulatory
over recovery (33.8) 33.8
Improved power purchase credit terms - 23.0
Increase/(decrease) in other creditors 34.9 (2.5)
(56.4) 139.7
Net cash inflow from operating activities 106.4 285.8
<PAGE> 18
SEEBOARD plc - NOTES TO THE ACCOUNTS
31 March 1995
23 Notes to the cash flow statement continued
Analysis of cash and cash equivalents
Balance Movement in year
1995 1994 1995 1994
#m #m #m #m
Short term deposits 35.4 157.0 (121.6) 123.0
Cash at bank and in hand 0.6 18.3 (17.7) 10.5
Bank overdraft (6.4) - (6.4) -
29.6 175.3 (145.7) 133.5
Analysis of changes in financing during the year
Share capital Government
and premium debt
1995 1994 1995 1994
#m #m #m #m
Balance at 1 April 1994 129.4 63.7 54.0 80.0
One for one scrip issue - 63.7 - -
One for one matching offer 2.3 - - -
Transfer to capital redemption reserve (6.8) - - -
124.9 127.4 54.0 80.0
Movement of funds
Cash outflow from financing - - (54.0) (26.0)
Issue of share capital 3.1 2.0 - -
Balance at 31 March 1995 128.0 129.4 - 54.0
24 Subsidiary and associated undertakings
The undertakings at 31 March 1995 which are incorporated and operate
in England and Wales (unless otherwise stated) are as follows:
Percentage of
ordinary shares
held Activities
Principal subsidiary undertakings
Seeboard Insurance Company Ltd (Isle of Man) 100% Insurance
Longfield Insurance Company Ltd (Isle of Man) 100% Insurance
SEEBOARD (Generation) Ltd 100% Holding company
Southern Gas Ltd 75% Gas supply
Associated undertakings
SEEBOARD International Ltd 51% Overseas consultancy
Medway Power Ltd 37.5% Generation
<PAGE> 19
SEEBOARD plc - NOTES TO THE ACCOUNTS
31 March 1995
25 Supplementary current cost information
Group current cost profit and loss account for the year ended
31 March 1995
1995 1994
#m #m
Historical cost profit on ordinary activities before
taxation 142.0 131.7
Current cost adjustments:
Depreciation (35.0) (34.7)
Cost of sales (0.1) (0.2)
Monetary working capital 0.3 (1.6)
Current cost profit on ordinary activities before taxation 107.2 95.2
Taxation on profit on ordinary activities (38.0) (35.0)
Current cost profit on ordinary activities after taxation 69.2 60.2
Minority interests (0.1) (0.2)
Current cost profit for the financial year 69.1 60.0
Dividends (35.1) (29.8)
Current cost retained profit 34.0 30.2
Group current cost balance sheet as at 31 March 1995
1995 1994
#m #m
Fixed assets
Tangible assets 961.5 939.4
Investments 229.5 229.6
1,191.0 1,169.0
Net current assets 29.0 122.1
Creditors (amounts falling due after more than one year) 14.3 83.4
Provisions for liabilities and charges 36.2 45.1
Minority interests 0.4 0.3
Net assets 1,169.1 1,162.3
Capital and reserves
Called up share capital 122.5 128.2
Share premium account 5.5 1.2
Capital redemption reserve 6.8 -
Current cost reserve 956.8 931.0
Profit and loss account 77.5 101.9
Shareholders' funds 1,169.1 1,162.3
<PAGE> 20
SEEBOARD plc - NOTES TO THE ACCOUNTS
31 March 1995
25 Supplementary current cost information continued
Current cost accounting allows for price changes specific to the
business, principally through the use of indices, when reporting
assets employed and profits thereon. Fixed assets and stocks are
stated in the balance sheet at net current replacement cost which in
turn requires adjustments to the depreciation charge and to cost of
sales in the profit and loss account.
A monetary working capital adjustment is made to allow for the effects
of inflation on the working capital required to support the day to day
operations of the Group and a gearing adjustment reduces the effect of
the above adjustments in the profit and loss account to take account of
financing the business partly by net borrowings. No gearing adjustment
has been made in the current year as the Group has no net borrowings.
The fixed asset investment has been included at directors' valuation.
Current cost turnover, profit and net assets by activity
Current cost turnover, profit before taxation and net assets of
continuing operations attributable to the following classes of business
were:
Profit before
Turnover taxation Net assets
1995 1994 1995 1994 1995 1994
#m #m #m #m #m #m
Distribution 306.1 292.0 84.0 67.4 790.9 785.0
Supply 1,049.7 1,090.9 16.0 12.7 22.4 (50.3)
Other activities 117.8 115.6 3.8 3.4 125.1 112.9
Unallocated - - - - (28.0) (35.7)
Inter-activity sales (278.0) (280.4) - - - -
1,195.6 1,218.1 103.8 83.5 910.4 811.9
NGH dividends and investment - - 14.7 13.6 229.1 229.1
Net interest and net cash - - 1.5 (1.9) 29.6 121.3
Government debt premium - - (12.8) - - -
1,195.6 1,218.1 107.2 95.2 1,169.1 1,162.3
Reconciliation of movements in current cost reserves
Current Profit Capital Current
cost and loss and other cost net
reserve account reserves assets
#m #m #m #m
Balance at 1 April 1994 931.0 101.9 129.4 1,162.3
Current cost retained profit for the year - 34.0 - 34.0
Revaluation of net fixed assets 26.0 - - 26.0
Cost of sales adjustment 0.1 - - 0.1
Monetary working capital adjustment (0.3) - - (0.3)
Issue of ordinary shares - - 5.4 5.4
Cancellation of ordinary shares - (58.4) - (58.4)
Balance at 31 March 1995 956.8 77.5 134.8 1,169.1
<PAGE> 21
SEEBOARD plc - NOTES TO THE ACCOUNTS
31 March 1995
26 Summary of Significant Differences Between UK and US Generally Accepted
Accounting Principles
SEEBOARD's consolidated financial statements have been prepared in accordance
with UK GAAP which differs in certain significant respects from US GAAP. The
significant differences as they relate to SEEBOARD, are summarised in the
following paragraphs. The approximate effect of the adjustments to profit
after taxation and extraordinary items and equity shareholders' funds
which would be required under US GAAP are set forth in the tables below.
Incom from fixed asset investments
Dividends from th National Grid Holding plc have been recorded, in accordance
with UK GAAP, in the profit for the year to which they pertain. Under US GAAP
dividends are recorded in the financial statements of the year in which they
are declared.
Pension costs
Under UK GAAP, pension costs represent the expected cost of providing benefits
to be charged to the profit and loss account so as to spread the cost over the
expected average remaining service lives of employees. Under US GAAP the
annual pension cost comprises the estimated cost of benefits accruing in
the period adjusted for a portion deficit or surplus arising at the time
Statement Number 87 of the United States Financial Accounting Standards
Board ("SFAS 87") "Employers' Accounting for Pensions" was adopted. The
charge is further adjusted to reflect a portion of the cost of benefit
improvements and any surplus/deficits falling outside a 10% fluctuation
"corridor".
Deferred taxation
UK GAAP requires provision for deferred taxation only when it is expected
that a liability will become payable in the foreseeable future. US GAAP
requires full provision for deferred taxes to be made using enacted future
tax rates.
Premium on redemption of bonds
Under UK GAAP, a premium or discount on the repurchase of bonds before their
maturity date is an expense in determining profit before taxation. Under US
GAAP, the premium or discount would be described as a loss or gain from
extinguishment of debt and, if material, would be classified on the face of
the consolidated profit and loss account as an extraordinary item.
Dividends
Under UK GAAP, dividends are recorded by the group as a deduction from the
profit for the year to which they pertain. Under US GAAP dividends are
recorded in the financial statements in the period in which they are declared.
Employee Share Ownership Trust (ESOT)
Under UK GAAP, the cost of shares in the Company purchased by an ESOT is
included within the current asset investments as 'own shares purchased'. Under
US GAAP this amount is included as a deduction to shareholders equity.
<PAGE> 22
SEEBOARD plc - NOTES TO THE ACCOUNTS
31 March 1995
Approximate effect on profit after taxation and extraordinary items of
significant differences between UK GAAP and US GAAP:
March 31 March 31
1995 1994
#m #m
Profit after taxation under UK GAAP 103.9 96.5
US GAAP adjustments:
Income from fixed asset investments (0.6) (1.3)
Pension costs 9.3 1.2
Premium on redemption of Government bonds 12.8 -
Taxation effects on the foregoing adjustments (3.0) (0.2)
Deferred taxation (11.4) (11.9)
Profit before extraordinary loss under US GAAP 111.0 84.3
Extraordinary loss: Premium on redemption of bonds (12.8) -
Profit after taxation and extraordinary loss under
US GAAP 98.2 84.3
PENCE PENCE
Earnings per share under US GAAP:
Profit before extraordinary loss 44.3 33.0
Extraordinary loss (5.1) -
Profit after taxation and extraordinary loss 39.2 33.0
Approximate cumulative effect on equity shareholders' funds of significant
differences between UK GAAP and US GAAP:
31 March 31 March
1995 1994
#m #m
Equity shareholders' funds under UK GAAP 560.7 544.9
US GAAP adjustments:
Income from fixed asset investments (9.9) (9.3)
Pension costs 27.3 18.0
Dividends 25.4 21.5
Employee share ownership trust (8.5) (6.5)
Tax effects of the above adjustments (7.2) (4.2)
Deferred taxation (124.9) (113.5)
Equity shareholders' funds under US GAAP 462.9 450.9
STATEMENT OF CASH FLOWS: BASIS OF PREPARATION
SEEBOARD's statements of cash flows is prepared in accordance with UK
Financial Reporting Standard 1 (FRS 1), the objectives and principles of
which are similar to those set out in Statement of Financial Accounting
Standards 95, "Statement of Cash Flows" (SFAS 95) under US GAAP. The
principal differences between FRS 1 and SFAS 95 relate to classification.
Cash flows from taxation and returns on investments and servicing of finance
under FRS 1 would be included as operating activities under SFAS 95. Under
FRS 1 net cash and cash equivalents include short-term borrowings repayable
with 3 months from the date of their advance. Under SFAS 95 short-term
borrowings repayable within 3 months from the date of their
advance and overdraft balances would not be included within cash and cash
equivalents and movements on those borrowings and overdraft balances would
be included in financing activities. In addition, under SFAS 95 changes in
minority interests would be presented as a cash flow from operating activities.
Transok, Inc.
Cost of Service Study
for the year ended December 31, 1995
Line
Nbr Description Transok PSO SWEPCO WTU
1 Oper & Maint $103,239,169 $12,021,764 $ 97,275 $ 107,338
2 Depreciation 27,844,000 6,299,792 141,187 576,221
3 Other Taxes 7,313,884 3,038,116 1,753 218,093
4 Return 40,142,550 7,555,757 112,911 1,040,154
5 Income Taxes 15,682,983 2,951,901 42,373 388,127
6 Total Cost $194,222,586 $31,867,330 $395,499 $2,329,933
