UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM U5S
ANNUAL REPORT
For the Year Ended December 31, 1996
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)
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TABLE OF CONTENTS
PAGE
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF
DECEMBER 31, 1996 2-11
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS 12
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM
SECURITIES 12
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES 12
ITEM 5. INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES 13 - 15
ITEM 6. OFFICERS AND DIRECTORS
Part I. Name, principal business address and positions held
as of December 31, 1996 16 - 40
Part II. Financial connections as of December 31, 1996 41
Part III. Compensation and other related information 42
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS 43
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
Part I. Intercompany sales and service 44
Part II. Contracts to purchase services or goods between any
System company and any affiliate 44
Part III. Employment of any person by any System company for
the performance on a continuing basis of management
services 44 - 45
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES 46 - 51
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS
Index to Financial Statements 52 - 53
Report of Independent Public Accountants 54 - 55
Financial Statements 56 - 70
Exhibits 71 - 76
SIGNATURES 77 - 78
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ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1996.
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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 CORPORATION) Holding Company
CENTRAL POWER AND LIGHT COMPANY (CPL) 6,755,535 100 $1,442,820 $1,442,820 Electric Utility
PUBLIC SERVICE COMPANY OF OKLAHOMA (PSO) 9,013,000 100 483,173 483,173 Electric Utility
Ash Creek Mining Company 383,904 100 (6,299) (6,299) Coal Mining
SOUTHWESTERN ELECTRIC POWER COMPANY (SWEPCO) 7,536,640 100 702,461 702,461 Electric Utility
The Arklahoma Corporation 160 32 356 114 Electric Transmission
Southwest Arkansas Utilities Corporation 100 100 10 10 Inactive
WEST TEXAS UTILITIES COMPANY (WTU) 5,488,560 100 262,527 262,527 Electric Utility
CENTRAL AND SOUTH WEST SERVICES, INC. (CSWS) 10,000 100 100 100 Service Company
CSW LEASING, INC. (CSWL) 800 80 16,892 13,514 Lease Trans. Equip.
CSW CREDIT, INC. (CREDIT) 237 100 31,776 31,776 Factor Accounts Rec
CSW COMMUNICATIONS, INC. (COMM) 1,000 100 (3,150) (3,150) Communication Services
CSWC Southwest Holdings, Inc. (2) 100 100 1,000 1,000 Communication Services
CSWC TeleChoice Management, Inc. (3) 100 100 1,000 1,000 Communication Services
Southwest TeleChoice Management, L.L.C. (4) See (4) 50 See (4) See (4) Communication Services
CSWC TeleChoice, Inc. (5) 100 100 1,000 1,000 Communication Services
CSW/ICG ChoiceCom, L.P (6) See (6) 50 See (6) See (6) Communication Services
</TABLE>
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<TABLE>
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ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1996.
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 ENERGY, INC. (CSWE) 1,000 100 50,469 50,469 Independent Power
CSW Development-I, Inc. (CSWD-I) 1,000 100 92,388 92,388 Independent Power
Polk Power GP II, Inc. (7) 500 50 1 Nominal Independent Power
Polk Power GP, Inc. (8) 500 50 28 14 Independent Power
Orange Cogeneration GP II, Inc. (9) 500 50 1 Nominal Independent Power
Orange Cogeneration GP, Inc. (10) 500 50 49 24 Independent Power
CSW Mulberry II, Inc. (11) 1,000 100 23,988 23,988 Independent Power
CSW Mulberry, Inc. (12) 1,000 100 26,070 26,070 Independent Power
Polk Power Partners, LP (13) See (13) See (13) 56,385 26,528 Independent Power
Noah I Power GP, Inc. (14) 1,000 100 (17) (17) Independent Power
Noah I Power Partners, LP (15) See (15) See (15) 15,732 15,147 Independent Power
Brush Cogeneration Partners (16) See (16) See (16) 32,413 16,207 Independent Power
CSW Orange II, Inc. (17) 1,000 100 53,151 53,151 Independent Power
CSW Orange, Inc. (18) 1,000 100 56,450 56,450 Independent Power
Orange Cogeneration, LP (19) See (19) See (19) 112,854 53,810 Independent Power
Sacramento Power, Inc. (20) 500 50 (810) (405) Independent Power
CSW Development-II, Inc. (CSWD-II) 1,000 100 (3,999) (3,999) Independent Power
CSW Fort Lupton, Inc. (CSWFL) 1,000 100 64,188 64,188 Independent Power
Thermo Cogeneration Partnership (21) See (21) See (21) (6,672) (5,058) Independent Power
Newgulf Power Venture, Inc. (NEWGULF) (22) 1,000 100 10,532 10,532 Independent Power
CSW Sweeny GP I, Inc. (SWEENY) (23) 1,000 100 Nominal Nominal Independent Power
CSW Sweeny GP II, Inc. (24) 1,000 100 Nominal Nominal Independent Power
CSW Sweeny LP I, Inc. (SWEENY) (25) 1,000 100 Nominal Nominal Independent Power
CSW Sweeny LP II, Inc. (26) 1,000 100 Nominal Nominal Independent Power
Sweeny Cogeneration LP (27) See (27) See (27) Nominal Nominal Independent Power
CSW Development-3, Inc. (CSWD3) (28) See (28) See (28) See (28) See (28) Dormant
CSW Northwest GP, Inc. (29) See (29) See (29) See (29) See (29) Dormant
CSW Northwest LP, Inc. (30) See (30) See (30) See (30) See (30) Dormant
</TABLE>
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<TABLE>
<CAPTION>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1996.
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>
Northwest Power Company LLC. (31) See (31) See (31) See (31) See (31) Dormant
CSW Power Marketing, Inc. (32) See (32) See (32) See (32) See (32) Dormant
CSW Nevada, Inc. (33) See (33) See (33) See (33) See (33) Dormant
CSW INTERNATIONAL, INC. (CSWI) (34) 1,000 100 1,217,683 1,217,683 International Activities
CSW International Two, Inc. (CSWI2) 1,000 100 558,468 829,000 Investment Company
CSW UK Finance Company (Finco) (35) 427,275,001 90 522,863 470,576 Investment Company
CSW Investments (36) 699,750,001 93 1,307,528 1,216,001 Investment Company
CSW (UK) plc (37) 50,000 100 86 86 Holding Company
SEEBOARD Group plc (38) 50,001 100 (2,272) (2,272) Holding Company
SEEBOARD plc (39) 250,493,703 100 712,868 712,868 Foreign Utility
Appliance Protect Limited 2 100 0 0 Dormant
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 Limited 2 100 0 0 Dormant
First Gas Limited 2 100 0 0 Dormant
Gas 2000 Limited 2 100 0 0 Dormant
Home Electricity Company Limited 2 100 0 0 Dormant
Home Energy Company Limited 2 100 0 0 Dormant
Home Gas Company Limited 2 100 0 0 Dormant
Home Power Company Limited 2 100 0 0 Dormant
Horizon Natural Gas Limited 2 100 0 0 Dormant
Light & Power (UK) Limited 2 100 0 0 Dormant
Longfield Insurance Company Limited 500,000 100 1,166 1,166 Insurance
Nene Electrical Installations Limited 100,000 100 0 0 Dormant
</TABLE>
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<TABLE>
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ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1996.
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>
Nene Maintenance Services Limited 50,000 100 0 0 Dormant
Powercare Limited 2 100 0 0 Dormant
Premier Electricity Limited 2 100 0 0 Dormant
Premier Utilities Limited 2 100 0 0 Dormant
Seeb Limited 10,000 100 22 22 Investment Company
Seeboard (Consulting) Limited 2 100 0 0 Dormant
Seeboard (Distribution) Limited 2 100 0 0 Dormant
Seeboard (Generation) Limited (40) 1,000 100 1 1 Holding Company
Medway Power Limited 3,750 38 0 0 Generation
Seeboard Insurance Company Limited 1,000,000 100 12,627 12,627 Insurance
Seeboard (Property Development)
Limited 2 100 0 0 Dormant
Seeboard Final Salary Pension Plan
Trustee Company Limited 2 100 0 0 Trustee Company
Seeboard International Limited 255,000 51 260 133 Overseas Consultancy
Seeboard Natural Gas Limited (41) 2 100 0 0 Holding Company
Beacon Gas Limited 3,000,000 50 5,715 5,715 Gas supply
SEEBOARD Pension Investment
Plan Trustee Company Limited 2 100 0 0 Trustee Company
SEEBOARD Powerlink Limited 2 100 0 0 Dormant
Seeboard Share Scheme Trustees
Limited 2 100 0 0 Trustee Company
SEEBOARD Trading Limited 2 100 0 0 Dormant
Seepower Limited 10,000 100 (1,261) (1,261) Investment Company
Selectricity Limited 2 100 0 0 Dormant
South Eastern Electricity Board
Limited 2 100 0 0 Dormant
South Eastern Electricity Limited 2 100 0 0 Dormant
South Eastern Services Limited 2 100 0 0 Dormant
South Eastern Utilities Limited 2 100 0 0 Dormant
Southern Gas Limited 500,000 100 (8,482) (8,482) Gas Supply
</TABLE>
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ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1996.
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>
Torch Natural Gas Limited 2 100 0 0 Dormant
UK Data Collection Services Limited 155,000 8.4 265,360 265,360 Data Collection Service
UK Electricity Limited 2 100 0 0 Dormant
UK Light and Power Limited 2 100 0 0 Dormant
CSW International Three, Inc. (CSWI3) (42) 1,000 100 0 0 Investment Company
CSW International (U.K), Inc. (43) See (43) See (43) See (43) See (43) Dormant
Energia Internacional de CSW S.A. de C.V. (44) 50,000 100 7 7 Investment Company
Aceltek S.R.L. de C.V. (45) See (45) 49.8 7 7 Holding Company
Enertek S.A. de C.V. (46) 4,910 98.18 7 4 Mexican Cogen Facility
CSW International, Inc. (Cayman) (47) 1,000 100 40,050 40,050 International Activities
CSW Vale LLC (48) 1,000 100 40,373 40,373 International Activities
Empresa de Electricidade Vale de
Paranapanema S.A. (49) 15,196,093 16.15 180,913 40,373 Brazilian Utility Co.
ENERSHOP INC. (ENERSHOP) 1,000 100 (1,614) (1,614) Energy Services
</TABLE>
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ITEM 1. SYSTEM COMPANIES AND INVESTMENTS. (continued)
(1) Table reflects investment in common stock or other equity securities only.
CSW has established a money pool to coordinate short-term borrowings for
certain subsidiaries and also incurs borrowings outside the money pool for
other subsidiaries through the issuance of its commercial paper as
authorized by SEC Order. 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) CSWC Southwest Holdings, Inc., a Delaware corporation, was organized on
December 6, 1996 and holds 100% of the outstanding shares of CSWC
TeleChoice Management, Inc. and 100% of CSWC TeleChoice, Inc. CSW
Communications, Inc. holds 100% of the outstanding shares of CSWC Southwest
Holdings, Inc.
(3) CSWC TeleChoice Management, Inc., a Delaware corporation, was organized on
December 6, 1996 and holds 50% of the membership units of Southwest
TeleChoice Management, L.L.C. CSWC Southwest Holdings, Inc. holds 100% of
the outstanding shares of CSWC TeleChoice Management, Inc.
(4) Southwest TeleChoice Management, L.L.C., a Delaware limited liability
company, was organized on December 13, 1996 and holds a 1% general
partnership interest in CSW/ICG ChoiceCom, L.P. CSWC TeleChoice Management,
Inc. holds 50% of the membership units of Southwest Telechoice Management,
L.L.C. As of the date of this filing, equity contributions are planned but
have not been made in Southwest TeleChoice Management, L.L.C.
(5) CSWC TeleChoice, Inc., a Delaware corporation, was organized on December 6,
1996 and holds a 49.5% limited partership interest in CSW/ICG ChoiceCom,
L.P. CSWC Southwest Holdings, Inc. holds 100% of the outstanding shares of
CSWC TeleChoice, Inc.
(6) CSW/ICG ChoiceCom, L.P., a Delaware limited partnership, was organized on
December 13, 1996 to provide telephone and other communication services,
initially to Austin, Texas, Corpus Christi, Texas and Tulsa, Oklahoma. CSWC
TeleChoice, Inc. holds a 49.5% limited partnership interest and Southwest
TeleChoice Management, L.L.C., holds a 1% general partnership interest in
CSW/ICG ChoiceCom, L.P. As of the date of this filing, equity contributions
are planned but have not been made in CSW/ICG ChoiceCom, L.P.
(7) 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.
(8) 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.
(9) 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.
<PAGE>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS. (continued)
(10) 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.
(11) 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.
(12) 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.
(13) 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.
(14) 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.
(15) 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.
(16) 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 a management committee,
with Noah I Power Partners, L. P. having the power and authority to manage
the affairs of Brush Cogeneration Partners.
(17) 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.
<PAGE>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS. (continued)
(18) 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.
(19) 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.
(20) 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.
(21) 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.
(22) 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.
(23) CSW Sweeny GP I, Inc., a Delaware corporation, was organized on September
6, 1995 to hold a 100% interest in CSW Sweeny GP II, Inc. CSW Energy, Inc.
holds 100% of the outstanding shares of CSW Sweeny GP I, Inc.
(24) 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.
(25) 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.
(26) 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.
(27) 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.
(28) 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 1996. On December 15, 1995, CSW Development-3, Inc. was granted EWG
status.
<PAGE>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS. (continued)
(29) 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
1996. On October 3, 1996, CSW Northwest GP, Inc. was granted EWG status.
(30) 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
1996. On October 3, 1995, CSW Northwest LP, Inc. was granted EWG status.
(31) 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.
(32) CSW Power Marketing, Inc., a Delaware corporation, was organized on
March 8, 1996. There were no assets or activity for CSW Power Marketing,
Inc. in 1996. CSW Power Marketing is awaiting FERC authorization to do
power marketing. On May 1, 1996 CSW Power Marketing, Inc. was granted EWG
status.
(33) CSW Nevada, Inc., a Delaware corporation, was organized on June 29,
1993. There were no assets or activity for CSW Nevada, Inc. in 1996.
(34) 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. CSW
holds 100% of the outstanding shares of CSW International, Inc.
(35) CSW UK Finance Company, a private unlimited company having share capital,
with its registered office situated in the United Kingdom, was incorporated
on December 17, 1996. As of December 31, 1996, CSW UK Finance Company held
93% of CSW Investments. CSW International Two, Inc. holds a 90% interest in
CSW UK Finance Company and CSW International Three holds a 10% interest.
(36) CSW Investments, a private unlimited company having share capital, was
formed on November 3, 1995, and held 100% of CSW (UK) plc and holds 100% of
SEEBOARD Group plc. CSW Investments, a UK organized entity, was formed to
carry on business as a holding and investment company. As of December 31,
1996, CSW UK Finance Company held a 93% interest and CSW International
Three, Inc. held a 7% interest in CSW Investments.
(37) CSW (UK) plc, a public company limited by shares, was incorporated on
November 2, 1995, with its registered office situated in the United
Kingdom. CSW Investments held 100% of the shares of CSW (UK) plc at
December 31, 1996. CSW (UK) plc was sold on April 21, 1997.
(38) SEEBOARD Group plc, a public company limited by shares, was incorporated on
April 18, 1996, with its registered office situated in the United Kingdom.
SEEBOARD Group plc owns 100% of SEEBOARD plc, a UK utility company. CSW
Investments holds 100% of the shares of SEEBOARD Group plc.
<PAGE>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS. (continued)
(39) 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.
SEEBOARD Group plc holds 100% of the shares of SEEBOARD plc.
(40) SEEBOARD plc's interest in SEEBOARD (Generation) Limited was transferred to
SEEBOARD Group plc effective January 1, 1997.
(41) SEEBOARD plc's interest in SEEBOARD Natural Gas Limited was transferred to
SEEBOARD Group, plc effective January 1, 1997.
(42) CSW International Three, Inc., a Delaware corporation, was formed on
November 3, 1995 and holds a 10% ownership interest in CSW UK Finance
Company and a 10% ownership interest in CSW Investments. CSW International,
Inc. holds 100% of the shares of CSW International Three, Inc.
(43) CSW International (U.K.), Inc., a Delaware corporation, was formed on
September 14, 1995. There was no activity for this company in 1996.
(44) Energia Internacional de CSW S.A. de C.V., a Mexican variable capital
corporation, was organized on April 10, 1996 to acquire or participate in
the capital stock or patrimony of other civil or commercial operations. CSW
International, Inc. holds 100% of the outstanding shares of Energia
Internacional de CSW S.A. de C.V.
(45) Aceltek S.R.L. de C.V, a Mexican limited liability partnership, was
organized in 1995 to act as a holding company for partnership interests.
Energia Internacional owns 49.8% of Aceltek.
(46) Enertek S.A. de C.V. , a Mexican variable capital corporation, was
organized in 1995. Aceltek owns 98.18% of Enertek, with Energia
International holding an additional 1.12% direct interest in Enertek.
(47) CSW International, Inc. (Cayman), a Cayman Islands exempted company, was
duly organized under the laws of the Cayman Islands on July 7, 1995. CSW
International, Inc. holds 100% of the outstanding shares of CSW
International, Inc. (Cayman).
(48) CSW Vale L.L.C., a Cayman Islands exempted company, was duly organized
under the laws of the Cayman Islands on October 21, 1996. CSW
International, Inc. (Cayman) holds approximately 99% of the outstanding
shares of CSW Vale L.L.C., with CSW International, Inc.
holding the remaining 1%.
(49) Empresa de Eletricidade Vale Paranapanema S.A. (Vale) is a Brazilian
distribution utility company. CSW Vale L.L.C. purchased approximately
16.15% of the outstanding shares of Vale's common stock and 100% of Vale's
Series "B" preferred stock in October 1996.
Note: On June 6, 1996, CSW sold Transok, Inc. and subsidiaries to Tejas Gas
Corporation.
<PAGE>
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS.
During 1996, 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 1996 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.
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES.
The following System securities were acquired, redeemed or retired by System
companies during 1996.
EXTINGUISHED (E) COMMISSION
OR HELD FOR AUTHORIZATION
NAME OF ISSUER AND CONSIDERATION FURTHER OR
TITLE OF ISSUE (thousands) DISPOSITION(D) EXEMPTION
- -------------------------------------------------------------------------------
CPL
Pollution Control Revenue Bonds
Series 1984, 7-7/8%, due 2014 $6,520 E Rule 42
Series 1986, 7-7/8%, due 2016 $61,200 E Rule 42
Note Payable
6-1/2%, due 1995 $231 E Rule 42
PSO
Pollution Control Revenue Bonds,
Series 1984, 7-7/8%, due 2014, $13,040 E Rule 42 and
(Reacquired) Oklahoma Corp.
Commission
First Mortgage Bonds
Series J, 5-1/4%, due 1996, $25,000 E No authorization
(Retired at maturity) required
SWEPCO
First Mortgage Bonds
Series 1976A, 6.2%, due 2006 $145 E Rule 42
Preferred Stock
6.95% Subject to mandatory $1,236 E Rule 42
redemption
Pollution Control Reveue Bonds
Series 1986, 8.2%, due 2014 $83,334 E Rule 42
WTU
Pollution Control Revenue Bonds
Series 1984, 7 7/8%, due 2014 $45,639 E Rule 42
<PAGE>
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 $21
PSO Economic and Industrial 32 360
------
TOTAL $381
------
(2). For securities not included in (1) above, provide the following:
% OF NATURE
DESCRIPTION OF NUMBER VOTING OWNERS OF ISSUER'S
NAME OF ISSUER SECURITY OF SHARES POWER BOOK VALUE BUSINESS
- -------------------------------------------------------------------------------
PSO
THE RIKA COMPANIES
RIKA Management Membership 50% 4% $2,304,916 The RIKA
Company, L.L.C. Units companies
are engaged
Universal Power Products Membership 48% 4% $(19,705) in the
Company, L.L.C. Units development
and
Automated Substation Membership 71% 4% $87,962 commercial-
Development Company, Units ization of
L.L.C. computer
automation
RC Training, L.L.C. Membership 48% 4% $0 for the
Units electric
power
industry.
<PAGE>
ITEM 5. INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES. (CONTINUED)
(2). For securities not included in (1) above, provide the following:
% OF NATURE
DESCRIPTION OF NUMBER VOTING OWNERS OF ISSUER'S
NAME OF ISSUER SECURITY OF SHARES POWER BOOK VALUE BUSINESS
- -------------------------------------------------------------------------------
PSO (CONTINUED)
Excel Energy Class A, voting, 4 0.0% $625 Excel Energy
Technologies, Inc. common stock Technologies
is engaged
in research,
Class B, 648 NA $6 development
nonvoting, and instal-
common stock lation of
proprietary,
Preferred, 590 3.3% $87,423 microproces-
Series C, sor based
voting energy
control
Preferred, 12,459 NA $2,371,553 technology.
Series E,
nonvoting
Preferred, 1,749 NA $259,158
Series F,
nonvoting
Nuvest, L.L.C. Membership 70% 4.9% $4,766,903 Nuvest L.L.C.
Units provides
staffing
services for
electric
utility power
plants.
<PAGE>
ITEM 5. INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES. (CONTINUED)
(2). For securities not included in (1) above, provide the following:
% OF NATURE
DESCRIPTION OF NUMBER VOTING OWNERS OF ISSUER'S
NAME OF ISSUER SECURITY OF SHARES POWER BOOK VALUE BUSINESS
- -------------------------------------------------------------------------------
SEEBOARD PLC
Electricity Pensions Common Stock 20,000 4.9% $34,240 Trustee
Trustee Limited Company
ESN Holdings Limited Common Stock 104 4.9% $178 Trustee
Company
COMM
Brooks Fiber Common Stock 121,200 0.4% $3,090,600 Local
Properties, Inc. tele-
communica-
tions
services
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I.
The positions of officers and directors of all System companies as of December
31, 1996 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
Lawrence B. Connors Dallas, TX C
Thomas H. Cruikshank (1) Dallas, TX D
T. J. Ellis Crawley, West Sussex, UK D
Glenn Files Dallas, TX D&EVP
Joe H. Foy Kerrville, TX D
T. M. Hagan Dallas, TX SVP
Wendy G. Hargus Dallas, TX T
Robert W. Lawless Tulsa, OK D
Venita McCellon-Allen Dallas, TX SVP&AS
Stephen J. McDonnell Dallas, TX VP
Ferd. C. Meyer, Jr Dallas, TX SVP&GC
James L. Powell Fort McKavett, TX D
Kenneth C. Raney, Jr Dallas, TX VP,AGC&S
Glenn D. Rosilier Dallas, TX SVP&CFO
Thomas V. Shockley III Dallas, TX D&EVP
J. C. Templeton (2) Houston, TX D
Lloyd D. Ward Newton, Iowa D
(1) Mr. Cruikshank resigned from the CSW Board of Directors February 27, 1997.
(2) Mr. Templeton retired from the CSW Board of Directors April 17, 1997.
CENTRAL POWER AND LIGHT COMPANY
John F. Brimberry Victoria, TX D
E. R. Brooks Dallas, TX D
Alice G. Crisp Corpus Christi, TX AS
R. Russell Davis Tulsa, OK C
M. Bruce Evans Corpus Christi, TX D&P
Glenn Files Dallas, TX D
Ruben M. Garcia Laredo, TX D
Wendy G. Hargus Dallas, TX T
Nancy C. Johnson Corpus Christi, TX AS
Robert A. McAllen Weslaco, TX D
Pete J. Morales, Jr Devine, TX D
S. Loyd Neal, Jr Corpus Christi, TX D
H. Lee Richards Harlingen, TX D
J. Gonzalo Sandoval Corpus Christi, TX D&GM
Brenda J. Snider Corpus Christi, TX S
Jana P. Soward Tulsa, OK AT
Gerald E. Vaughn Corpus Christi, TX D
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (CONTINUED)
NAME AND ADDRESS POSITION
PUBLIC SERVICE COMPANY OF OKLAHOMA
E. R. Brooks Dallas, TX D
T. D. Churchwell Tulsa, OK D&P
Harry A. Clarke Afton, OK D
R. Russell Davis Tulsa, OK C
Glenn Files Dallas, TX D
Wendy G. Hargus Dallas, TX T
Lina P. Holm Tulsa, OK AS
Paul K. Lackey, Jr Tulsa, OK D
Paula Marshall-Chapman Tulsa, OK D
William R. McKamey Tulsa, OK D&GM
Betsy J. Powers Tulsa, OK S
M. Louis Satterfield-Winsworth Tulsa, OK AS
Jana P. Soward Tulsa, OK AT
Robert B. Taylor, Jr., Okmulgee, OK D
ASH CREEK MINING COMPANY
Sandra S. Bennett (1) Tulsa, OK CMPT
T. D. Churchwell Tulsa, OK D
Kit Hill Tulsa, OK S&T
Lina P. Holm Tulsa, OK AS&AT
Masoud Keyan (2) Dallas, TX VP&COO
William R. McKamey 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
(1) Ms. Bennett accepted a position as controller with CSW Energy and
resigned from the Ash Creek Mining Company Board. Ms. Lori Wright was
named the new assistant controller of Ash Creek Mining Company effective
April 16, 1997.
(2) Mr. Keyan left Ash Creek Mining Company Board effective April 15, 1997.
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (CONTINUED)
NAME AND ADDRESS POSITION
SOUTHWESTERN ELECTRIC POWER COMPANY
E. R. Brooks Dallas, TX D
Judith W. Culver Shreveport, LA AS
R. Russell Davis Tulsa, OK C
James E. Davison Ruston, LA D
Glenn Files Dallas, TX D
Wendy G. Hargus Dallas, TX T
Dr. Fredrick E. Joyce Texarkana, TX D
Marilyn S. Kirkland Shreveport, LA S
John M. Lewis Fayetteville, AR D
Karen C. Martin Shreveport, LA D&GM
William C. Peatross Shreveport, LA D
Maxine P. Sarpy Shreveport, LA D
Michael D. Smith Shreveport, LA D&P
Jana P. Soward Tulsa, OK AT
THE ARKLAHOMA CORPORATION
John W. Harbour, Jr Oklahoma City, OK D&P
E. Bennie Daigle, Jr New Orleans, LA D&VP
Preston Kissman Tulsa, OK D
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
WEST TEXAS UTILITIES COMPANY
Richard F. Bacon Abilene, TX D
Jeff C. Broad Abilene, TX AS
E. R. Brooks Dallas, TX D
Paul J. Brower Abilene, TX D&GM
R. Russell Davis Tulsa, OK C
Glenn Files Dallas, TX D
Wendy G. Hargus Dallas, TX T
Tommy Morris Abilene, TX D
Martha Murray Abilene, TX S
Floyd W. Nickerson Abilene, TX D&P
Dian G. Owen Abilene, TX D
James M. Parker Abilene, TX D
Jana P. Soward Tulsa, OK AT
Ted Steans San Angelo, TX D
F. L. Stephens San Angelo, TX D
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (CONTINUED)
NAME AND ADDRESS POSITION
CENTRAL AND SOUTH WEST SERVICES, INC.
Sandra S. Bennett Dallas, TX AC
Richard H. Bremer (1) Dallas, TX P
E. R. Brooks Dallas, TX D,CH&CEO
T. D. Churchwell Tulsa, OK D
R. Russell Davis Tulsa, OK C
Leslie E. Dillahunty Dallas, TX VP
M. Bruce Evans Corpus Christi, TX D
Glenn Files Dallas, TX D
A. Dean Fuller Dallas, TX VP
T. M. Hagan Dallas, TX D&SVP
Wendy G. Hargus Dallas, TX T
Lana Hillebrand Dallas, TX VP
Preston Kissman Tulsa, OK VP
Venita McCellon-Allen Dallas, TX D,SVP&AS
Ferd. C. Meyer, Jr Dallas, TX D
Floyd W. Nickerson Abilene, TX D
Kenneth C. Raney, Jr Dallas, TX S
Mark Roberson Dallas, TX VP
Glenn D. Rosilier Dallas, TX D
John Saenz Tulsa, OK VP
Thomas V. Shockley III Dallas, TX D
Michael D. Smith Shreveport, LA D
Jana P. Soward Tulsa, OK AT
Gerald E. Vaughn Corpus Christi, TX VP
Richard P. Verret (2) Dallas, TX P
E. Michael Williams Dallas, TX VP
Waldo Zerger Tulsa, OK VP
Robert L. Zemanek (3) Tulsa, OK P
(1) Mr. Bremer is President of Central and South West Services, Inc. --
Energy Services.
(2) Mr. Verret is President of Central and South West Services, Inc. --
Power Generation.
(3) Mr. Zemanek is President of Central and South West Services, Inc. --
Energy Delivery.
<PAGE>
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
Lawrence B. Connors Dallas, TX C
Glenn Files Dallas, TX D
Ira Finkelson New York, NY AS
C. Jeffrey Knittle New York, NY SVP
Wendy G. Hargus Dallas, TX T
Kenneth C. Raney, Jr Dallas, TX S
Glenn D. Rosilier Dallas, TX D&P
Leo Sheer New York, NY AS
Thomas V. Shockley III Dallas, TX D
Jean B. Stein New York, NY SVP
Nikita Zdanow New York, NY D
CSW CREDIT, INC.
E. R. Brooks Dallas, TX D&CH
Lawrence B. Connors Dallas, TX C
Glenn Files Dallas, TX D
T. M. Hagan Dallas, TX D
Wendy G. Hargus Dallas, TX VP
Robert W. Lawless Tulsa, OK D
Venita McCellon-Allen Dallas, TX D&AS
Ferd. C. Meyer, Jr Dallas, TX D
Stacy Newman Corrie Dallas, TX AS
Kenneth C. Raney, Jr Dallas, TX S
Glenn D. Rosilier Dallas, TX D&P
Thomas V. Shockley III Dallas, TX D
Stephen D. Wise Dallas, TX T
CSW COMMUNICATIONS, INC.
Michael L. Babin Austin, TX GM
Richard H. Bremer Dallas, TX D
E. R. Brooks Dallas, TX D
Lawrence B. Connors Dallas, TX C
Glenn Files Dallas, TX D
T. M. Hagan Dallas, TX D
Wendy G. Hargus Dallas, TX T
Venita McCellon-Allen Dallas, TX D
Ferd. C. Meyer, Jr Dallas, TX D
Terrell Poth Austin, TX AS
Kenneth C. Raney, Jr Dallas, TX S
Glenn D. Rosilier Dallas, TX D
Donald A. Shahan Austin, TX D&P
Thomas V. Shockley III Dallas, TX D
Jana P. Soward Tulsa, OK AT
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (CONTINUED)
NAME AND ADDRESS POSITION
CSWC SOUTHWEST HOLDINGS, INC.
Michael L. Babin Austin, TX VP&S
Donald A. Shahan Austin, TX D&P
CSWC TELECHOICE MANAGEMENT, INC.
Michael L. Babin Austin, TX VP&S
Donald A. Shahan Austin, TX D&P
CSWC TELECHOICE, INC.
Michael L. Babin Austin, TX VP&S
Donald A. Shahan Austin, TX D&P
CSW ENERGY, INC.
Lee D. Atkins Dallas, TX VP
E. R. Brooks Dallas, TX D&CM
Stacy Newman Corrie Dallas, TX AT
Terry D. Dennis Dallas, TX D,P&CEO
Glenn Files Dallas, TX D
Paul E. Graf Dallas, TX VP
T. M. Hagan Dallas, TX D
Wendy G. Hargus Dallas, TX T
Alphonso R. Jackson Dallas, TX VP
Venita McCellon-Allen Dallas, TX D
Ferd C. Meyer, Jr Dallas, TX D
Michael T. Moran Dallas, TX VP
Eddie D. Peebles (1) Dallas, TX C
Kenneth C. Raney, Jr Dallas, TX S
Glenn D. Rosilier Dallas, TX D
Philip T. Schnorbach Dallas, TX AS
Thomas V. Shockley III Dallas, TX D&VCM
Stephen D. Wise Dallas, TX AT
(1) Mr. Peebles accepted a position with CSWE and resigned from the CSW Energy
Board.
Ms. Bennett was named the new controller of CSW Energy effective March 13,
1997.
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (CONTINUED)
NAME AND ADDRESS POSITION
CSW DEVELOPMENT-I, INC.
Lee D. Atkins Dallas, TX D&VP
Terry D. Dennis Dallas, TX D&CM
Paul E. Graf Dallas, TX D&VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D&VP
Kenneth C. Raney, Jr Dallas, TX S
Eddie D. Peebles Dallas, TX C
Philip T. Schnorbach Dallas, TX AS
Thomas V. Shockley III Dallas, TX D&CM
POLK POWER GP II, INC.
Lee D. Atkins Dallas, TX D
J. S. Brown Houston, TX CFO
W. S. Garrett Houston, TX D
L.L. Hilton Dallas, TX D&CEO
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
POLK POWER GP, INC.
Lee D. Atkins Dallas, TX D
J. S. Brown Houston, TX CFO
W. S. Garrett Houston, TX D
L.L. Hilton Houston, TX D&CEO
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
L.L. Hilton Houston, TX D&P
Michael T. Moran Dallas, TX CEO
J. D. Nielson Houston, TX S
Philip T. Schnorbach Dallas, TX AS
A. Wade Smith Lakeland, FL GM
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (CONTINUED)
NAME AND ADDRESS POSITION
ORANGE COGENERATION GP, INC.
Lee D. Atkins Dallas, TX D
J. S. Brown Houston, TX CFO
W. S. Garrett Houston, TX D
L.L. Hilton Houston, TX D&P
Michael T. Moran Dallas, TX D&CEO
J. D. Nielson Houston, TX S
Philip T. Schnorbach Dallas, TX AS
A. Wade Smith Lakeland, FL GM
CSW MULBERRY II, INC.
Lee D. Atkins Dallas, TX D&VP
Terry D. Dennis Dallas, TX D&P
Paul E. Graf Dallas, TX D&VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D&VP
Kenneth C. Raney, Jr Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
CSW MULBERRY, INC.
Lee D. Atkins Dallas, TX D&VP
Terry D. Dennis Dallas, TX D&P
Paul E. Graf Dallas, TX D&VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D&VP
Kenneth C. Raney, Jr Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
NOAH I POWER GP, INC.
Lee D. Atkins Dallas, TX D&VP
Terry D. Dennis Dallas, TX D&P
Paul E. Graf Dallas, TX D&VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D&VP
Kenneth C. Raney, Jr Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (CONTINUED)
NAME AND ADDRESS POSITION
CSW ORANGE II, INC.
Lee D. Atkins Dallas, TX D&VP
Terry D. Dennis Dallas, TX D&P
Paul E. Graf Dallas, TX D&VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D&VP
Kenneth C. Raney, Jr Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
CSW ORANGE, INC.
Lee D. Atkins Dallas, TX D&VP
Terry D. Dennis Dallas, TX D&P
Paul E. Graf Dallas, TX D&VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D&VP
Kenneth C. Raney, Jr Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
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
CSW DEVELOPMENT-II, INC.
Lee D. Atkins Dallas, TX D&VP
Terry D. Dennis Dallas, TX D,P&CEO
Paul E. Graf Dallas, TX D&VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D&VP
Eddie D. Peebles Dallas, TX C
Kenneth C. Raney, Jr Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
Thomas V. Shockley III Dallas, TX D&CM
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (CONTINUED)
NAME AND ADDRESS POSITION
CSW FORT LUPTON, INC.
Lee D. Atkins Dallas, TX D&VP
Terry D. Dennis Dallas, TX D&P
Paul E. Graf Dallas, TX D&VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D&VP
Kenneth C. Raney, Jr Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
Thomas V. Shockley III Dallas, TX D&CM
NEWGULF POWER VENTURE, INC.
Lee D. Atkins Dallas, TX D&VP
Terry D. Dennis Dallas, TX D&P
Paul E. Graf Dallas, TX D&VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D&VP
Kenneth C. Raney, Jr Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
Thomas V. Shockley III Dallas, TX D&CM
CSW SWEENY GP I, INC.
Lee D. Atkins Dallas, TX D&VP
Terry D. Dennis Dallas, TX D&P
Paul E. Graf Dallas, TX D&VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D&VP
Kenneth C. Raney, Jr Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
Thomas V. Shockley III Dallas, TX D&CM
CSW SWEENY GP II, INC.
Lee D. Atkins Dallas, TX D&VP
Terry D. Dennis Dallas, TX D&P
Paul E. Graf Dallas, TX D&VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D&VP
Kenneth C. Raney, Jr Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (CONTINUED)
NAME AND ADDRESS POSITION
CSW SWEENY LP I, INC.
Lee D. Atkins Dallas, TX D&VP
Terry D. Dennis Dallas, TX D&P
Paul E. Graf Dallas, TX D&VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D&VP
Kenneth C. Raney, Jr Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
Thomas V. Shockley III Dallas, TX D&CM
CSW SWEENY LP II, INC.
Lee D. Atkins Dallas, TX D&VP
Terry D. Dennis Dallas, TX D&P
Paul E. Graf Dallas, TX D&VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D&VP
Kenneth C. Raney, Jr Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
CSW DEVELOPMENT-3, INC.
Lee D. Atkins Dallas, TX D&VP
Terry D. Dennis Dallas, TX D,P&CEO
Paul E. Graf Dallas, TX D&VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D&VP
Eddie D. Peebles Dallas,TX C
Kenneth C. Raney, Jr Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
Thomas V. Shockley III Dallas, TX D&CM
CSW NORTHWEST GP, INC.
Lee D. Atkins Dallas, TX D&VP
Terry D. Dennis Dallas, TX D,P&CEO
Paul E. Graf Dallas, TX D&VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D&VP
Kenneth C. Raney, Jr Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
Thomas V. Shockley III Dallas, TX D&CM
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (CONTINUED)
NAME AND ADDRESS POSITION
CSW NORTHWEST LP, INC.
Lee D. Atkins Dallas, TX D&VP
Terry D. Dennis Dallas, TX D,P&CEO
Paul E. Graf Dallas, TX D&VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D&VP
Kenneth C. Raney, Jr Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
Thomas V. Shockley III Dallas, TX D&CM
CSW POWER MARKETING, INC.
Terry D. Dennis Dallas, TX D,P&CEO
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX VP
Kenneth C. Raney, Jr Dallas, TX S
Thomas V. Shockley III Dallas, TX D&CM
CSW NEVADA, INC.
Lee D. Atkins Dallas, TX D&VP
Terry D. Dennis Dallas, TX D,P&CEO
Paul E. Graf Dallas, TX D&VP
Wendy G. Hargus Dallas, TX T
Michael T. Moran Dallas, TX D&VP
Kenneth C. Raney, Jr Dallas, TX S
Philip T. Schnorbach Dallas, TX AS
Thomas V. Shockley III Dallas, TX D
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (CONTINUED)
NAME AND ADDRESS POSITION
CSW INTERNATIONAL, INC.
Lee D. Atkins Dallas, TX VP
E. R. Brooks Dallas, TX D&CM
Stacy Newman Corrie Dallas, TX AT
Terry D. Dennis Dallas, TX D,P&CEO
Glenn Files Dallas, TX D
Paul E. Graf Dallas, TX VP
T. M. Hagan Dallas, TX D
Wendy G. Hargus Dallas, TX T
Alphonso R. Jackson Dallas, TX VP
Venita McCellon-Allen Dallas, TX D
Steve McDonnell Dallas, TX VP
Ferd. C. Meyer, Jr Dallas, TX D
Michael T. Moran Dallas, TX VP
Eddie D. Peebles (1) Dallas, TX C
Kenneth C. Raney, Jr Dallas, TX S
Glenn D. Rosilier Dallas, TX D
Philip T. Schnorbach Dallas, TX AS
Thomas V. Shockley III Dallas, TX D&VCM
Steve D. Wise Dallas, TX AT
(1) Mr. Peebles accepted a position with CSWE and resigned from the CSW
International, Inc. Board.
Ms. Bennett was named the new controller of CSW International, Inc.
effective March 13, 1997.
CSW INTERNATIONAL TWO, INC.
Lee D. Atkins Dallas, TX VP
E. R. Brooks Dallas, TX CM
Terry D. Dennis Dallas, TX P&CEO
Paul E. Graf Dallas, TX VP
Wendy G. Hargus Dallas, TX T
Ferd. C. Meyer, Jr Dallas, TX VP&GC
Michael T. Moran Dallas, TX VP
Eddie D. Peebles Dallas, TX C
Kenneth C. Raney, Jr Dallas, TX S
Glenn D. Rosilier Dallas, TX VP
Thomas V. Shockley III Dallas, TX VCM
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (CONTINUED)
NAME AND ADDRESS POSITION
CSW UK FINANCE COMPANY
T. J. Ellis Crawley, West Sussex, UK D
M. A. Nagle Crawley, West Sussex, UK S
M. J. Pavia Crawley, West Sussex, UK D
G. D. Rosilier Dallas, TX D
Thomas V. Shockley III Dallas, TX D&CM
CSW INVESTMENTS
T. J. Ellis Crawley, West Sussex, UK D
M. A. Nagle Crawley, West Sussex, UK S
M. J. Pavia Crawley, West Sussex, UK CFO
G. D. Rosilier Dallas, TX D
Thomas V. Shockley III Dallas, TX D&CM
CSW (UK) PLC
T. J. Ellis * Crawley, West Sussex, UK D
M. A. Nagle * Crawley, West Sussex, UK S
M. J. Pavia * Crawley, West Sussex, UK D
G. D. Rosilier * Dallas, TX D
Thomas V. Shockley III * Dallas, TX D&CM
* All the directors resigned on the sale of CSW (UK) plc on April 21, 1997.
SEEBOARD GROUP PLC
E. R. Brooks Dallas, TX D
T. J. Ellis Crawley, West Sussex, UK D&CM
S. Gutteridge Crawley, West Sussex, UK D
M. A. Nagle Crawley, West Sussex, UK S
M. J. Pavia Crawley, West Sussex, UK D
Thomas V. Shockley III Dallas, TX D
A. R. Smith Crawley, West Sussex, UK D
J. Weight Crawley, West Sussex, UK D
SEEBOARD PLC
H. Cadoux-Hudson Crawley, West Sussex, UK C
T. J. Ellis Crawley, West Sussex, UK D,CM & CEO
S. Gutteridge Crawley, West Sussex, UK MD
M. A. Nagle Crawley, West Sussex, UK S&GC
M. J. Pavia Crawley, West Sussex, UK D&CFO
P. J. Privett Crawley, West Sussex, UK DCS
A. R. Smith Crawley, West Sussex, UK MD
J. Weight Crawley, West Sussex, UK MD
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (CONTINUED)
NAME AND ADDRESS POSITION
APPPLIANCE PROTECT LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
DIRECT POWER LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
DIRECTRICITY LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
ELECTRICITY (UK) LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
ELECTRICITY 2000 LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
ENERGY EXPRESS LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
FIRST ELECTRICITY LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
FIRST GAS LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (CONTINUED)
NAME AND ADDRESS POSITION
GAS 2000 LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
HOME ELECTRICITY COMPANY LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
HOME ENERGY COMPANY LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
HOME GAS COMPANY LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
HOME POWER COMPANY LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
HORIZON NATURAL GAS LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
LIGHT & POWER (UK) LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
LONGFIELD INSURANCE COMPANY LIMITED
H. C. Arnold Douglas, Isle of Man, UK D
R. J. Jackson Crawley, West Sussex, UK D
M. A. G. Linck Douglas, Isle of Man, UK CM
A. Mackean Douglas, Isle of Man, UK S
M. J. Pavia Crawley, West Sussex, UK D
G. Stuart Douglas, Isle of Man, UK D
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (CONTINUED)
NAME AND ADDRESS POSITION
NENE ELECTRICAL INSTALLATIONS LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
NENE MAINTENANCE SERVICES LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
POWERCARE LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
PREMIER ELECTRICITY LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
PREMIER UTILITIES LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
SEEB LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
SEEBOARD (CONSULTING) LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
SEEBOARD (DISTRIBUTION) LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (CONTINUED)
NAME AND ADDRESS POSITION
SEEBOARD (GENERATION) LIMITED
T. J. Ellis Crawley, West Sussex, UK CM
S. Gutteridge Crawley, West Sussex, UK D
M. A. Nagle Crawley, West Sussex, UK S
M. J. Pavia Crawley, West Sussex, UK D
A. R. Smith Crawley, West Sussex, UK D
J. Weight Crawley, West Sussex, UK D
MEDWAY POWER LIMITED
C. J. Daniels Crawley, West Sussex, UK D
M. Fitzpatrick Richmond, Surrey, UK D
J. Hart Maidenhead, Berkshire, UK D
S. Matthews Maidenhead, Berkshire, UK D
R. A. Page Hove, East Sussex, UK D
R. C. Sansom Crawley, West Sussex, UK D
B. Smith Maidenhead, Berkshire, UK D
P. Stinson Isle of Grain, Kent, UK D
S. Vassileou Isle of Grain, Kent, UK S
SEEBOARD INSURANCE COMPANY LIMITED
H. C. Arnold Douglas, Isle of Man, UK D
M. A. G. Linck Douglas, Isle of Man, UK CM
A. Mackean Douglas, Isle of Man, UK S
M. A. Nagle Crawley, West Sussex, UK D
M. J. Pavia Crawley, West Sussex, UK D
G. Stuart Douglas, Isle of Man, UK D
SEEBOARD (PROPERTY DEVELOPMENT) LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
Mr. Nagle and Miss Tormey resigned on April 3, 1997, when SEEBOARD (Property
Development) Limited was reincorporated as SEEBOARD Employment Services Limited.
New officers and directors were appointed to the company on April 2, 1997.
SEEBOARD FINAL SALARY PENSION PLAN TRUSTEE COMPANY LIMITED
M. J. Pavia Crawley, West Sussex, UK D
A. R. Smith Crawley, West Sussex, UK CM
A. M. Watts Crawley, West Sussex, UK D&S
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (CONTINUED)
NAME AND ADDRESS POSITION
SEEBOARD INTERNATIONAL LIMITED
J. Croxford Crawley, West Sussex, UK D
A. J. K. Goodwin Crawley, West Sussex, UK D
M. C. Hayden * Dublin, Republic of Ireland D
R. A. Hayden * Dublin, Republic of Ireland D
P. S. Hofman Crawley, West Sussex, UK D
M. A. Nagle Crawley, West Sussex, UK S
C. O'Duinn * Dublin, Republic of Ireland D
J. McSweeney * Dublin, Republic of Ireland D
J. Weight Crawley, West Sussex, UK CM
* Resigned January 30, 1997 from the Board of Directors.
SEEBOARD NATURAL GAS LIMITED
T. J. Ellis Crawley, West Sussex, UK D
S. Gutteridge Crawley, West Sussex, UK D
M. A. Nagle Crawley, West Sussex, UK D&S
M. J. Pavia Crawley, West Sussex, UK D
A. R. Smith Crawley, West Sussex, UK D
J. Weight Crawley, West Sussex, UK D
BEACON GAS LIMITED
M. J. Ambrose London, UK D
S. Gutteridge Crawley, West Sussex, UK D
R. Johnston London, UK D
M. A. Nagle Crawley, West Sussex, UK S
M. J. Pavia Crawley, West Sussex, UK D
SEEBOARD PENSION INVESTMENT PLAN TRUSTEE COMPANY LIMITED
M. J. Pavia Crawley, West Sussex, UK D
A. R. Smith Crawley, West Sussex, UK CM
A. M. Watts Crawley, West Sussex, UK D&S
SEEBOARD POWERLINK LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
SEEBOARD SHARE SCHEME TRUSTEES LIMITED
M. A. Nagle Crawley, West Sussex, UK D&S
M. J. Pavia Crawley, West Sussex, UK D
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (CONTINUED)
NAME AND ADDRESS POSITION
SEEBOARD TRADING LIMITED
T. J. Ellis Crawley, West Sussex, UK D&CM
S. Gutteridge Crawley, West Sussex, UK D
M. A. Nagle Crawley, West Sussex, UK S
M. J. Pavia Crawley, West Sussex, UK D
A. R. Smith Crawley, West Sussex, UK D
J. Weight Crawley, West Sussex, UK D
SEEPOWER LIMITED
M. A. Nagle (1) Crawley, West Sussex, UK D
S. G. Tormey (2) Crawley, West Sussex, UK D&S
(1) Mr. Nagle resigned as Director and was appointed Secretary on February 28,
1997.
(2) Miss Tormey resigned as Director and Secretary on February 28, 1997.
Note: Mr. Pavia and Mr. Weight were appointed Directors on February 28, 1997.
SELECTRICITY LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
SOUTH EASTERN ELECTRICITY BOARD LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
SOUTH EASTERN ELECTRICITY LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
SOUTH EASTERN SERVICES LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
SOUTH EASTERN UTILITIES LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (CONTINUED)
NAME AND ADDRESS POSITION
SOUTHERN GAS LIMITED
S. Gutteridge Crawley, West Sussex, UK D&CM
M. A. Nagle Crawley, West Sussex, UK S
M. J. Pavia Crawley, West Sussex, UK D
TORCH NATURAL GAS LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
UK DATA COLLECTION SERVICES LIMITED
M. N. Eggleton Milton Keynes, Buckinghamshire, UK D&CM
J. C. W. O'Reilly Milton Keynes, Buckinghamshire, UK D
M. Booth Milton Keynes, Buckinghamshire, UK D
J. Stanton Milton Keynes, Buckinghamshire, UK D
UK ELECTRICITY LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
UK LIGHT AND POWER LIMITED
M. A. Nagle Crawley, West Sussex, UK D
S. G. Tormey Crawley, West Sussex, UK D&S
CSW INTERNATIONAL THREE, INC.
Lee D. Atkins Dallas, TX VP
E. R. Brooks Dallas, TX CM
Terry D. Dennis Dallas, TX P&CEO
Paul E. Graf Dallas, TX VP
Wendy G. Hargus Dallas, TX T
Ferd. C. Meyer, Jr Dallas, TX VP&GC
Michael T. Moran Dallas, TX VP
Eddie D. Peebles Dallas, TX C
Kenneth C. Raney, Jr Dallas, TX S
Glenn D. Rosilier Dallas, TX VP
Thomas V. Shockley III Dallas, TX VCM
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (CONTINUED)
NAME AND ADDRESS POSITION
CSW INTERNATIONAL (U.K), INC.
Lee D. Atkins Dallas, TX VP
E. R. Brooks Dallas, TX D&CM
Terry D. Dennis Dallas, TX D,P&CEO
Paul E. Graf Dallas, TX VP
Wendy G. Hargus Dallas, TX T
Ferd C. Meyer, Jr Dallas, TX D,VP&GC
Michael T. Moran Dallas, TX VP
Eddie D. Peebles Dallas, TX C
Kenneth C. Raney, Jr Dallas, TX S
Glenn D. Rosilier Dallas, TX D&VP
Philip T. Schnorbach Dallas, TX AS
Thomas V. Shockley III Dallas, TX D&VCM
ENERGIA INTERNACIONAL DE CSW S.A. DE C.V.
Terry D. Dennis Dallas, TX D&S
Paul E. Graf Dallas, TX D&T
Michael T. Moran Dallas, TX D
Thomas V. Shockley III Dallas, TX D&P
ACELTEK S.R.L. DE C.V.
PAUL GRAF Dallas, TX D
Alternate: Shariar Shabba Dallas, TX Alternate D
MIKE MORAN Dallas, TX D
Alternate: J. Emberger Dallas, TX Alternate D
ALEJANDRO MORENO Monterrey, Mexico D
Alternate: Sergio Olaiz Monterrey, Mexico Alternate D
RAFAEL OJEDA Monterrey, Mexico D&S
Alternate: Arturo Gutierrez Monterrey, Mexico Alternate: D&S
JUAN LUIS SAN JOSE Monterrey, Mexico D
Alternate: Ramiro Garcia Monterrey, Mexico Alternate D
JOSE DE JESUS VALDEZ Monterrey, Mexico D
Alternate: Nelson Arizmendi Monterrey, Mexico Alternate D
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (CONTINUED)
NAME AND ADDRESS POSITION
ENERTEK S.A. DE C.V.
PAUL GRAF Dallas, TX D
Alternate: Shariar Shabba Dallas, TX Alternate D
MIKE MORAN Dallas, TX D
Alternate: J. Emberger Dallas, TX Alternate D
ALEJANDRO MORENO Monterrey, Mexico D
Alternate: Sergio Olaiz Monterrey, Mexico Alternate D
RAFAEL OJEDA Monterrey, Mexico D&S
Alternate: Arturo Gutierrez Monterrey, Mexico Alternate: D&S
JUAN LUIS SAN JOSE Monterrey, Mexico D
Alternate: Ramiro Garcia Monterrey, Mexico Alternate D
JOSE DE JESUS VALDEZ Monterrey, Mexico D
Alternate: Nelson Arizmendi Monterrey, Mexico Alternate D
CSW INTERNATIONAL, INC. (CAYMAN)
Lee D. Atkins Dallas, TX VP
E. R. Brooks Dallas, TX D&CM
Terry D. Dennis Dallas, TX D,P&CEO
Paul E. Graf Dallas, TX VP
Wendy G. Hargus Dallas, TX T
Ferd C. Meyer, Jr Dallas, TX D,VP&GC
Michael T. Moran Dallas, TX VP
Eddie D. Peebles Dallas, TX C
Kenneth C. Raney, Jr Dallas, TX S
Glenn D. Rosilier Dallas, TX D&VP
Philip T. Schnorbach Dallas, TX AS
Thomas V. Shockley III Dallas, TX D&VCM
CSW VALE L.L.C.
Lee D. Atkins Dallas, TX D&VP
Terry D. Dennis Dallas, TX D&P
Paul E. Graf Dallas, TX D&VP
Alphonso R. Jackson Dallas, TX D&VP
Michael T. Moran Dallas, TX D&VP
Eddie D. Peebles Dallas, TX T
Philip T. Schnorbach Dallas, TX S
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (CONTINUED)
NAME AND ADDRESS POSITION
EMPRESA DE ELECTRICIDADE VALE DE PARANAPANEMA S.A.
Alberto Jose Rodrigues Alves Sao Paulo, Brazil D
Sebastiao Bimbati Sao Paulo, Brazil D
Jose Theodoro Alves De Araujo Sao Paulo, Brazil D
Jorge Queiroz De Moraes Junior Sao Paulo, Brazil D
Fernando Artigas Girogi Sao Paulo, Brazil D
Jose Alberto Artigas Giorgi Sao Paulo, Brazil D
Jose Giorgi Junior Sao Paulo, Brazil D&CM
Natal Mauri Sao Paulo, Brazil D
Carlos Padovan Sao Paulo, Brazil D
Joao Carlos Rela Sao Paulo, Brazil D
ENERSHOP INC.
Richard H. Bremer Dallas, TX D&P
E. R. Brooks Dallas, TX D
Lawrence B. Connors Dallas, TX C
Glenn Files Dallas, TX D
T. M. Hagan Dallas, TX D
Wendy G. Hargus Dallas, TX T
Venita McCellon-Allen Dallas, TX D
Ferd. C. Meyer, Jr Dallas, TX D
Mike Montgomery Dallas, TX MD
David J. Pickles Dallas, TX AS
Kenneth C. Raney, Jr Dallas, TX S
Glenn D. Rosilier Dallas, TX D
Thomas V. Shockley III Dallas, TX D
Jana P. Soward Tulsa, OK AT
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART I. (CONTINUED)
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
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
MD -- Managing Director
P -- President
S -- Secretary
SVP -- Senior Vice President
T -- Treasurer
VP -- Vice President
VCM -- Vice Chairman
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS - PART II.
Financial Connections - The following is a list, as of December 31, 1996, 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.
<TABLE>
<CAPTION>
Position
Held in Applicable
Name of Officer Financial Exemption
or Director Name and Location of Financial Institution Institution Rules
(1) (2) (3) (4)
- -----------------------------------------------------------------------------------------------------
CENTRAL AND SOUTH WEST CORPORATION
<S> <C> <C> <C>
Robert W. Lawless Salomon Brothers Fund, New York, NY Director Rule 70 (b)
Salomon Brothers Capital Fund, New York, NY Director Rule 70 (b)
Salomon Brothers Investors Fund, New York, NY Director Rule 70 (b)
James L. Powell Southwest Bancorp of Sanderson, Sanderson, TX Director Rule 70 (a)
First National Bank, Mertzon, TX Advisory Rule 70 (a)
Director
CENTRAL POWER AND LIGHT COMPANY
Pete Morales, Jr. The Bank of Texas, Devine, TX Director Rule 70 (c)
PUBLIC SERVICE OF OKLAHOMA
Paul K. Lackey, Jr. Boatman's Bank of Tulsa, Tulsa, OK Advisory Rule 70 (c)
Director
SOUTHWESTERN ELECTRIC POWER COMPANY
Dr. Frederick E. State First National Bank, Texarkana, AR Director Rule 70 (c)
Joyce State First Financial Corporation, Texarkana, AR Director Rule 70 (c)
First Commercial Corporation, Little Rock, AR Director Rule 70 (c)
John M. Lewis The Bank of Fayetteville, Fayetteville, AR President Rule 70 (c)
William C. Peatross Commercial National Bank, Shreveport, LA Director Rule 70 (c)
WEST TEXAS UTILITIES COMPANY
Glenn Files First National Bank of Abilene, Abilene, TX Director Rule 70 (c)
and (f)
Dian G. Owen First Financial Bankshares, Inc., Abilene, TX Director Rule 70 (c)
First National Bank of Abilene, Abilene, TX Director Rule 70 (c)
James M. Parker First Financial Bankshares, Inc., Abilene, TX; Director Rule 70 (c)
First National Bank of Abilene, Abilene, TX Director Rule 70 (c)
Ted Steans Texas Commerce Bank, San Angelo, TX Director Rule 70 (c)
F. L. Stephens Norwest Texas, Lubbock, TX Director Rule 70 (c)
</TABLE>
<PAGE>
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, 1997, 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, 1996 to April 27,
1997. The Corporation has entered into a standard form of indemnity agreement
with each of its directors and officers.
<PAGE>
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 1996:
<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, A&G Exp. $47,908
PSO Less than $10,000- 1 Beneficiary Area Development Income Deduction, Distribution, $2,000
Customer Service, A&G Exp.
Less than $10,000- 91 Beneficiaries Civic Activities Income Deduction, Distribution, $47,341
Customer Service, A&G Exp.
SWEPCO Less than $10,000 - 26 Beneficiaries Civic Activity Income Deduction, Distribution, $27,813
Customer Service, Information
Expenses, A&G Exp.
WTU Less than $10,000 - 46 Beneficiaries Area Development Income Deduction, Distribution, $30,257
Customer Service, A&G Exp.
</TABLE>
<PAGE>
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 1996.
The electric subsidiary companies have contracts with CSW Credit, Inc. for the
sale of accounts receivable which were in effect at year-end 1996.
SERVING RECEIVING DATE OF
COMPANY COMPANY COMPENSATION CONTRACTS
CPL CREDIT $10,457,338 1/02/91
PSO CREDIT 7,168,716 1/02/91
SWEPCO CREDIT 8,034,407 1/02/91
WTU CREDIT 3,300,943 1/02/91
TRANSOK CREDIT 3,221,066 (1) 1/02/91
-----------
$32,182,470
-----------
Part II. The System companies had no contracts to purchase services or
goods during 1996 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 six Trustees, and the net amounts
paid for services and for protection against property and casualty losses for
1996 were as follows:
CPL $8,609,746
PSO 7,087,647
SWEPCO 5,819,992
WTU 2,908,270
TRANSOK (1) 584,825
Central and South West Services, Inc. 62,463
-------------
$25,072,943
-------------
(1) Through June 6, 1996 when Transok was sold.
<PAGE>
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS. (CONTINUED)
As of December 31, 1996, Trustees of the Trust Fund were:
TRUSTEE POSITION COMPANY
Allan F. McGilbra Director: Risk Central and South West Services, Inc.
Management Public Service Company of Oklahoma
Department Central Power and Light Company
Southwestern Electric Power Company
West Texas Utilities Company
John P. Wilson Manager: Claims & Central and South West Services, Inc.
Litigation, Risk Public Service Company of Oklahoma
Management Central Power and Light Company
Department Southwestern Electric Power Company
West Texas Utilities Company
William N. English Treasurer & Kentucky Utilities Company
Assistant Secretary
James A. Brackney Manager: Risk Kentucky Utilities Company
Management
Department
Harold E. Gustrowsky Manager: Risk Wisconsin Power & Light Company
Management
Department
Loren A. Farrey Risk Management Wisconsin Power & Light Company
Associate: Risk
Management
Department
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES.
PART I - FOREIGN UTILITY COMPANY
SEEBOARD PLC
(a) COMPANY, LOCATION, BUSINESS ADDRESS
SEEBOARD plc
Forest Gate, Brighton Road
Crawley, West Sussex RH11 9BH
During 1996, CSW (UK) plc, an indirect wholly owned subsidiary of CSW
acquired 100% control of the outstanding share capital of SEEBOARD, a
regional electricity company in the United Kingdom, for an aggregate adjusted
purchase price of approximately $2.1 billion. On September 3, 1996, CSW (UK)
plc's interest in SEEBOARD was transferred to SEEBOARD Group plc.
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 through which it 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, 1996,
SEEBOARD's distribution system contained approximately 7,650 miles of
overhead lines and approximately 19,900 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) IDENTIFY TYPE AND AMOUNT OF CAPTIAL INVESTED:
IDENTIFY ANY DEBT OR FINANCIAL OBLIGATION WITH RECOURSE TO CSW OR SUBS:
IDENTIFY ANY GUARANTEE OF A SECURITY OF THE EWG OR FUCO BY CSW:
IDENTIFY ANY TRANSFER OF ASSETS, FMV OF ASSET AT TIME OF TRANSFER,
BOOK VALUE AND SALES PRICE OF TRANSFERRED ASSET:
As of December 31, 1996, CSW had contributed approximately $829 million of
the purchase price for the acquisition of SEEBOARD shares. Those funds, which
were initially obtained through borrowings under the CSW Credit Agreement,
have since been repaid by using the $398 million net proceeds from CSW's
February 1996 common stock offering and $431 million of the proceeds from the
sale of Transok.
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES.
PART I - FOREIGN UTILITY COMPANY (CONT.)
Additional acquisition funds were obtained from capital contributions and
loans made to CSW (UK) plc (which has been replaced by SEEBOARD Group plc) by
its sole shareholder, CSW Investments, which arranged the CSW Investments
Credit Facility for that purpose. During the second half of 1996, borrowings
under the CSW Investments Credit Facility were refinanced through several
different transactions.
As of December 31, 1996, the amount of debt outstanding related to the
purchase of SEEBOARD shares is approximately $1.1 billion. Neither CSW nor
CSWI, the indirect parent of CSW Investments and SEEBOARD Group plc, has
guaranteed or is otherwise subject to recourse for such amounts borrowed.
(c) RATIO OF DEBT TO COMMON EQUITY AND EARNINGS OF THE COMPANY AT END OF
REPORTING PERIOD:
The following reported items are for the consolidated SEEBOARD Group
(SEEBOARD plc, SEEBOARD Group plc, CSW Investments, CSW Finance Company, CSW
International Two and CSW International Three).
December 31, 1996 (millions)
Ratio 1.14:1
Debt $ 1,148
Equity $ 1,011
1996 consolidated earnings from the SEEBOARD Group (as defined above) were
$103,357,160.
(d) IDENTIFY ANY SERVICE, SALES OR CONSTRUCTION CONTRACTS WITH CSW OR SUBS:
None.
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES.
PART I - FOREIGN UTILITY COMPANY (CONT.)
EMPRESA DE ELETRICIDADE VALE PARANAPANEMA S. A.
(a) COMPANY, LOCATION, BUSINESS ADDRESS:
Empresa de Eletricidade Vale Paranapanema S.A.
Avenida Paulista, No. 2439, 5th floor
Sao Paulo, Sao Paulo
Brazil
(b) IDENTIFY TYPE AND AMOUNT OF CAPTIAL INVESTED:
IDENTIFY ANY DEBT OR FINANCIAL OBLIGATION WITH RECOURSE TO CSW OR SUBS:
IDENTIFY ANY GUARANTEE OF A SECURITY OF THE EWG OR FUCO BY CSW:
IDENTIFY ANY TRANSFER OF ASSETS, FMV OF ASSET AT TIME OF TRANSFER, BOOK
VALUE AND SALES PRICE OF TRANSFERRED ASSET:
In November 1996, CSW Vale, LLC purchased 15,196,093 shares (16.15%) of the
common stock and 9,942,929 shares (100%) of the Series "B" preferred stock of
Empresa de Eletricidade Vale Paranapanema S.A. for a combined purchase price
of $40,050,515. These funds were obtained through intercompany borrowings
from CSW Energy, Inc.
(c) RATIO OF DEBT TO COMMON EQUITY AND EARNINGS OF THE COMPANY AT END OF
REPORTING PERIOD:
The following reported items are for CSW International, Inc. consolidated
(CSW International, Inc., CSW International, Inc. (Cayman) and CSW Vale, LLC
as it relates to the Vale acquisition.
December 31, 1996
Ratio 124:1
Debt $40,051,515
Equity $322,794
1996 equity earnings from Empresa de Electricidade Vale Paranapanema S. A.
were $322,794.
(d) IDENTIFY ANY SERVICE, SALES OR CONSTRUCTION CONTRACTS WITH CSW OR SUBS:
None
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES.
PART I - FOREIGN UTILITY COMPANY (CONT.)
ENERTEK S. A. DE C.V.
(a) COMPANY, LOCATION, BUSINESS ADDRESS:
Enertek S. A. de C. V.
Avenida Gomez Morin IIII-C
Garza Garcia, Nuevo Leon
CP 66254
Mexico
(b) IDENTIFY TYPE AND AMOUNT OF CAPTIAL INVESTED:
IDENTIFY ANY DEBT OR FINANCIAL OBLIGATION WITH RECOURSE TO CSW OR SUBS:
IDENTIFY ANY GUARANTEE OF A SECURITY OF THE EWG OR FUCO BY CSW:
IDENTIFY ANY TRANSFER OF ASSETS, FMV OF ASSET AT TIME OF TRANSFER, BOOK
VALUE AND SALES PRICE OF TRANSFERRED ASSET:
Enertek is a special purpose company formed to own a natural gas fired
co-generation plant to be located near the city of Altamira, Tamaulipas,
Mexico. As of December 31, 1996, CSW International, Inc. had made
construction loans of $27,849,217 to Enertek S. A. de C. V.
(c) RATIO OF DEBT TO COMMON EQUITY AND EARNINGS OF THE COMPANY AT END OF
REPORTING PERIOD:
December 31, 1996
Ratio NA
Debt $27,849,217
Equity $0
Enertek S. A. de C. V. had no earnings in 1996. It is anticipated that
construction for the project will completed
(d) IDENTIFY ANY SERVICE, SALES OR CONSTRUCTION CONTRACTS WITH CSW OR SUBS:
None
<PAGE>
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
Newgulf Power Venture, Inc.
1616 Woodall Rodgers Freeway
Dallas, Texas 75202
CSW Power Marketing, Inc.
1616 Woodall Rodgers Freeway
Dallas, Texas 75202
(b) IDENTIFY TYPE AND AMOUNT OF CAPTIAL INVESTED:
IDENTIFY ANY DEBT OR FINANCIAL OBLIGATION WITH RECOURSE TO CSW OR SUBS:
IDENTIFY ANY GUARANTEE OF A SECURITY OF THE EWG OR FUCO BY CSW:
IDENTIFY ANY TRANSFER OF ASSETS, FMV OF ASSET AT TIME OF TRANSFER, BOOK
VALUE AND SALES PRICE OF TRANSFERRED ASSET:
All the Northwest EWGs and CSW Development-3, Inc. are inactive at this time
and no capital has been 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, 1996, such loans totaled approximately $5 million.
Newgulf Power Venture, Inc. was organized on October 13, 1994 to own the
Texas Gulf energy project. At December 31, 1996, the capital invested in this
EWG, including funds used for the modification, maintenance and repair
required for recommissioning the plant, totaled approximately $16.5 million.
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES. (CONTINUED)
PART I - EXEMPT WHOLESALE GENERATORS
(c) RATIO OF DEBT TO COMMON EQUITY AND EARNINGS OF THE COMPANY AT END OF
REPORTING PERIOD:
NEWGULF POWER VENTURE, INC.
December 31, 1996
Ratio .57:1
Debt $6,021,860
Equity $10,532,180
In 1996 the Texas Gulf plant was in the process of being refurbished and
recommisioned. It is anticipated that the plant will commence commercial
operation in 1997.
(d) IDENTIFY ANY SERVICE, SALES OR CONSTRUCTION CONTRACTS WITH CSW OR SUBS:
None.
PART II ORGANIZATIONAL CHART
Foreign Utility Company - see Exhibit H.
Exempt Wholesale Generators - See Exhibit H.
PART III CSW'S AGGREGATE INVESTMENT IN EWG'S AND FUCO'S RESPECTIVELY:
THE RATIO OF CSW'S AGGREGATE INVESTMENT IN EWG'S AND FUCO'S TO
THE AGGREGATE CAPITAL INVESTMENT OF CSW'S DOMESTIC PUBLIC-UTILITY
SUBS:
Foreign Utility Company: the aggregate investment in FUCO's as of
December 31, 1996 was approximately $857 million.
Exempt Wholesale Generators: the aggregate investments (including loans to
nonaffiliated party) as of December 31, 1996 was approximately $22 million.
Ratio of Aggregate Investment to Aggregate Capital Investment* at
December 31, 1996: 45%.
* Defined as the average of CSW's reported consolidated retained earnings for
each of the most recent four quarters as of December 31, 1996.
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS.
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
PAGE
REPORTs OF INDEPENDENT PUBLIC ACCOUNTANTS 54 - 55
CONSOLIDATING FINANCIAL STATEMENTS
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES
Consolidating Statement of Income for the year ended
December 31, 1996 56
Consolidating Balance Sheet as of December 31, 1996 57 - 58
Consolidating Statement of Cash Flows for the year ended
December 31, 1996 59
Consolidating Statement of Retained Earnings for the year
ended December 31, 1996 60
Pursuant to Exhibit A, the combined annual report on Form 10-K for
the year ended December 31, 1996, for CSW, CPL, PSO, SWEPCO and WTU
is incorporated herein by reference.
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS. (CONTINUED)
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
PAGE
CSW ENERGY, INC. AND SUBSIDIARY COMPANIES (UNAUDITED)
Consolidating Statement of Income for the year ended
December 31, 1996 61
Consolidating Balance Sheet as of December 31, 1996 62 - 63
Statement of Cash Flows for the year ended December 31, 1996 64
Consolidating Statement of Retained Earnings for the year
ended December 31, 1996 65
CSW INTERNATIONAL, INC. AND SUBSIDIARY COMPANIES
Consolidating Statement of Income for the year ended
December 31, 1996 66
Consolidating Balance Sheet as of December 31, 1996 67 - 68
Statement of Cash Flows for the year ended December 31, 1996 69
Consolidating Statement of Retained Earnings for the year
ended December 31, 1996 70
<PAGE>
<TABLE>
<CAPTION>
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1996
(MILLIONS, EXCEPT PER SHARE AMOUNTS)
ELIM,
RCLSS
CSW CON CPL PSO SWEPCO WTU TOK* CORP CSWS COMM CSWL CREDIT CSWE* CSWI* ENERSHOP & RND
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
OPERATING REVENUES 5,155 1,301 735 921 377 0 0 0 1 0 71 17 1,848 1 (117)
OPERATING EXPENSES AND TAXES
Fuel and purchased power 1,228 401 332 416 164 0 0 2 0 0 0 0 0 0 (87)
UK cost of sales 1,331 0 0 0 0 0 0 0 0 0 0 0 1,331 0 0
Other operating expense 785 236 121 141 69 0 38 223 5 0 20 6 193 3 (270)
Maintenance 150 53 38 44 14 0 0 4 0 0 0 0 0 0 (3)
Depreciation and
amortization 464 153 77 92 40 0 1 9 1 0 0 4 88 0 (1)
Taxes, other than income 178 74 27 50 23 0 1 7 0 0 1 0 0 0 (5)
Income taxes 224 98 38 40 15 0 (8) 1 (2) 0 4 (6) 45 (1) 0
TOTAL OPERATING
EXPENSES AND TAXES 4,360 1,015 633 783 325 0 32 246 4 0 25 4 1,657 2 (366)
OPERATING INCOME 795 286 102 138 52 0 (32) (246) (3) 0 46 13 191 (1) 249
OTHER INCOME AND (DEDUCTIONS) (61) (12) (35) (21) (11) 0 391 252 0 1 1 (14) 28 (1) (640)
INCOME BEFORE INTEREST CHARGES 734 274 67 117 41 0 359 6 (3) 1 47 (1) 219 (2) (391)
INTEREST CHARGES
Interest on long-term debt 325 110 31 44 21 0 13 4 0 0 0 2 100 0 0
Interest on short-term debt
and other 94 17 4 6 4 0 37 2 1 0 39 8 17 0 (41)
TOTAL INTEREST CHARGES 419 127 35 50 25 0 50 6 1 0 39 10 117 0 (41)
INCOME FROM CONTINUING
OPERATIONS 315 147 32 67 16 0 309 0 (4) 1 8 (11) 102 (2) (350)
Discontinued Operations 12 0 0 0 0 12 0 0 0 0 0 0 0 0 0
Gain of Sale of Discontinued
Operations 120 0 0 0 0 0 120 0 0 0 0 0 0 0 0
DISCONTINUED
OPERATIONS 132 0 0 0 0 12 120 0 0 0 0 0 0 0 0
NET INCOME 447 147 32 67 16 12 429 0 (4) 1 8 (11) 102 (2) (350)
Preferred stock dividends 18 14 1 3 0 0 0 0 0 0 0 0 0 0 0
NET INCOME FOR COMMON STOCK 429 133 31 64 16 12 429 0 (4) 1 8 (11) 102 (2) (350)
EARNINGS PER SHARE OF COMMON STOCK $2.07
AVERAGE COMMON SHARES OUTSTANDING 207.5
* Transok was sold June 6, 1996. See Pages 61-65 for additional detail for CSWE and Pages 66-70 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>
<TABLE>
<CAPTION>
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1996
(MILLIONS)
ELIM,
RCLSS
CSW CON CPL PSO SWEPCO WTU TOK* CORP CSWS COMM CSWL CREDIT CSWE* CSWI* ENERSHOP & RND
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
FIXED ASSETS
Electric
Production 5,830 3,103 903 1,407 417 0 0 0 0 0 0 0 0 0 0
Transmission 1,538 506 368 463 201 0 0 0 0 0 0 0 0 0 0
Distribution 4,237 957 774 845 347 0 0 0 0 0 0 0 1,314 0 0
General 1,318 272 186 284 93 0 1 121 0 0 0 0 363 0 (2)
Construction work in
progress 230 95 59 45 30 0 0 0 0 0 0 0 0 0 1
Nuclear fuel 184 184 0 0 0 0 0 0 0 0 0 0 0 0 0
Total Electric 13,337 5,117 2,290 3,044 1,088 0 1 121 0 0 0 0 1,677 0 (1)
Other diversified 84 0 0 0 0 0 0 0 19 0 0 58 7 0 0
13,421 5,117 2,290 3,044 1,088 0 1 121 19 0 0 58 1,684 0 (1)
Less - accumulated
depreciation 4,940 1,698 987 1,192 415 0 1 29 1 0 0 0 618 0 (1)
8,481 3,419 1,303 1,852 673 0 0 92 18 0 0 58 1,066 0 0
INVESTMENTS IN SUBSIDIARIES 0 0 0 0 0 0 3,933 0 0 0 0 0 0 0 (3,933)
CURRENT ASSETS
Cash and temporary cash
investments 254 3 2 2 1 0 299 1 0 3 9 0 143 0 (209)
Accounts receivable 861 53 11 68 24 0 147 41 0 0 615 203 281 0 (582)
Material and supplies, at
average cost 185 76 35 29 16 0 0 0 0 0 0 0 30 0 (1)
Electric utility fuel
inventory, substantially
at average cost 102 16 14 56 17 0 0 0 0 0 0 0 0 0 (1)
Under-recovered fuel costs 46 26 0 9 8 0 0 0 0 0 0 0 0 0 3
Prepayments and other 85 4 5 14 3 0 4 15 0 0 4 0 47 0 (11)
1,533 178 67 178 69 0 450 57 0 3 628 203 501 0 (801)
DEFERRED CHARGES AND OTHER
ASSETS
Deferred plant costs 509 487 0 0 22 0 0 0 0 0 0 0 0 0 0
Mirror CWIP asset 299 299 0 0 0 0 0 0 0 0 0 0 0 0 0
Other non-utility
investments 347 0 0 0 0 0 0 0 3 62 0 183 79 0 20
Income tax related
regulatory assets, net 236 335 0 0 0 0 0 0 0 0 0 0 0 0 (99)
Goodwill 1,525 0 0 0 0 0 0 0 0 0 0 0 1,525 0 0
Other 402 110 62 69 46 0 53 4 1 1 0 14 66 1 (25)
3,318 1,231 62 69 68 0 53 4 4 63 0 197 1,670 1 (104)
13,332 4,828 1,432 2,099 810 0 4,436 153 22 66 628 458 3,237 1 (4,838)
* Transok was sold June 6, 1996. See Pages 61-65 for additional detail for CSWE and Pages 66-70 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>
<TABLE>
<CAPTION>
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1996
(MILLIONS)
ELIM,
RCLSS
CSW CON CPL PSO SWEPCO WTU TOK* CORP CSWS COMM CSWL CREDIT CSWE* CSWI* ENERSHOP & 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 740 169 157 136 137 0 740 0 0 0 0 0 0 0 (599)
Paid-in-capital 1,022 405 180 245 3 0 1,022 0 0 15 32 70 829 0 (1,779)
Retained earnings 1,963 869 146 322 123 0 1,963 0 (5) 2 0 (6) 108 (2) (1,557)
Foreign currency
translation and other 77 0 0 0 0 0 2 0 2 0 0 0 74 0 (1)
3,802 1,443 483 703 263 0 3,727 0 (3) 17 32 64 1,011 (2) (3,936)
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 33 0 0 32 0 0 0 0 0 0 0 0 0 0 1
Long-term debt 4,024 1,323 420 597 275 0 0 60 0 0 0 200 1,148 0 1
8,151 3,016 923 1,348 544 0 3,727 60 (3) 17 32 264 2,159 (2) (3,934)
CURRENT LIABILITIES
Long-term debt and
preferred stock due
within twelve months 204 200 0 4 0 0 0 0 0 0 0 0 0 0 0
Short-term debt 364 52 43 57 15 0 364 41 0 0 0 0 0 0 (208)
Short-term debt--CSW
Credit 579 0 0 0 0 0 0 0 0 0 580 0 0 0 (1)
Loan notes 76 0 0 0 0 0 0 0 0 0 0 0 76 0 0
Accounts payable 630 70 75 118 33 0 109 27 24 0 2 150 478 3 (459)
Accrued taxes 324 64 12 25 13 0 188 1 (1) 0 0 (2) 21 0 3
Accrued interest 82 32 9 15 5 0 1 1 0 0 0 3 18 0 (2)
Other 166 70 22 42 5 0 1 0 1 0 17 5 138 0 (135)
2,425 488 161 261 71 0 663 70 24 0 599 156 731 3 (802)
DEFERRED CREDITS
Accumulated deferred
income taxes 2,272 1,162 251 373 144 0 (28) 14 1 49 (3) 35 275 0 (1)
Investment tax credits 291 147 44 72 29 0 0 0 0 0 0 0 0 0 (1)
Other 193 15 53 45 22 0 74 9 0 0 0 3 72 0 (100)
2,756 1,324 348 490 195 0 46 23 1 49 (3) 38 347 0 (102)
13,332 4,828 1,432 2,099 810 0 4,436 153 22 66 628 458 3,237 1 (4,838)
* Transok was sold June 6, 1996. See Pages 61-65 for additional detail for CSWE and Pages 66-70 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>
<TABLE>
<CAPTION>
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1996
(MILLIONS)
ELIM,
RCLSS
CSW CON CPL PSO SWEPCO WTU TOK* CORP CSWS COMM CSWL CREDIT CSWE* CSWI* ENERSHOP & RND
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income 447 147 32 67 16 12 429 0 (4) 1 8 (11) 102 (2) (350)
Non-cash items included in
net income
Depreciation and
amortization 521 178 83 101 41 15 1 9 1 0 0 4 88 0 0
Deferred income taxes and
investment tax credits 62 46 (4) 3 1 7 3 2 0 (5) 1 (2) 60 0 (50)
Reserves for utility plant,
inventory, and other
project development
costs 147 22 54 31 16 0 0 0 0 0 0 23 0 0 1
Gain on sale of subsidiary (192) 0 0 0 0 0 (192) 0 0 0 0 0 0 0 0
Changes in assets and
liabilities
Accounts receivable (86) (8) 7 (14) 5 (35) 702 (1) 0 0 43 (202) (213) 0 (370)
Fuel recovery (89) (39) 0 (18) (12) 0 0 0 0 0 0 0 0 0 (20)
Accounts payable 23 20 (6) 28 6 (31) 83 1 0 0 1 9 (508) 2 418
Accrued taxes (14) 3 (15) 0 0 (3) 71 0 0 0 1 (1) (70) 0 0
Undistributed earnings 0 0 0 0 0 0 (81) 0 0 0 0 0 0 0 81
Other 56 41 (8) 2 (2) 12 (16) 0 (1) (1) 0 (4) (53) 0 86
875 410 143 200 71 (23) 1,000 11 (4) (5) 54 (184) (594) 0 (204)
INVESTING ACTIVITIES
Construction expenditures (521) (137) (84) (93) (42) (23) 0 (9) (6) 0 0 0 (128) 0 1
Acquisition expenditures (1,394) 0 0 0 0 0 0 0 0 0 0 0 (1,394) 0 0
Equity investments in
subsidiaries 0 0 0 0 0 0 (873) 0 0 0 0 0 (53) 0 926
CSWE/CSWI non-SEEBOARD
projects (124) 0 0 0 0 0 0 0 0 0 0 (56) 0 0 (68)
Sale of National Grid
assets 99 0 0 0 0 0 0 0 0 0 0 0 99 0 0
Cash proceeds from sale
of subsidiary 690 0 0 0 0 0 690 0 0 0 0 0 0 0 0
Other (36) (3) (8) (7) (2) 0 0 0 0 0 0 0 (24) 0 8
(1,286) (140) (92) (100) (44) (23) (183) (9) (6) 0 0 (56) (1,500) 0 867
FINANCING ACTIVITIES
Common stock sold 477 0 0 0 0 0 477 0 0 7 (12) 0 0 0 5
Capital contributions 0 0 0 0 0 55 0 0 0 0 0 1 829 0 (885)
SEEBOARD acquisition
financing 350 0 0 0 0 0 (731) 0 0 0 0 0 1,148 0 (67)
Proceeds from issuance of
long-term debt 437 64 52 79 43 0 0 0 0 0 0 200 0 0 (1)
Reacquisition/Retirement
of long-term debt (239) (68) (38) (87) (46) 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
Other financing activities 67 0 0 0 0 0 0 0 0 0 0 0 0 0 67
Change in short-term debt (395) (124) (28) (44) (5) 7 (328) (8) 10 0 (67) 39 0 0 153
Payment of dividends (376) (142) (36) (47) (19) (23) (358) 0 0 (11) (8) 0 0 0 268
320 (270) (50) (100) (27) 39 (940) (8) 10 (4) (87) 240 1,977 0 (460)
Effect of exchange rate
changes on cash and cash
equivalents (56) 0 0 0 0 0 0 0 0 0 0 0 (56) 0 0
Net change in cash and cash
equivalents (147) 0 1 0 0 (7) (123) (6) 0 (9) (33) 0 (173) 0 203
Cash and cash equivalents at
beginning of year 401 3 1 2 1 7 422 7 0 12 42 0 316 0 (412)
Cash and cash equivalents at
end of year 254 3 2 2 1 0 299 1 0 3 9 0 143 0 (209)
SUPPLEMENTAL INFORMATION
Interest paid less amounts
capitalized 356 118 32 53 20 (11) 47 7 1 0 40 0 71 0 (22)
Income taxes paid 196 44 30 35 6 3 (11) (2) (2) 4 4 (4) 88 0 1
* Transok was sold June 6, 1996. See Pages 61-65 for additional detail for CSWE and Pages 66-70 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>
<TABLE>
<CAPTION>
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1996
(MILLIONS)
ELIM,
RCLSS
CSW CON CPL PSO SWEPCO WTU TOK* CORP CSWS COMM CSWL CREDIT CSWE* CSWI* ENERSHOP & RND
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Retained earnings at
beginning of year 1,893 863 150 302 126 155 1,893 0 (1) 12 0 4 6 0 (1,617)
Net income for common stock 429 133 31 64 16 12 429 0 (4) 1 8 (11) 102 (2) (350)
Common stock dividends and
other (359) (127) (35) (44) (19) (167) (359) 0 0 (11) (8) 1 0 0 410
Retained earnings at end of
year 1,963 869 146 322 123 0 1,963 0 (5) 2 0 (6) 108 (2) (1,557)
* Transok was sold June 6, 1996. See Pages 61-65 for additional detail for CSWE and Pages 66-70 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>
<TABLE>
<CAPTION>
CSW ENERGY, INC. AND SUBSIDIARIES CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1996
(MILLIONS)
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 17 3 5 0 9 0 0 0
OPERATING EXPENSES AND TAXES
Fuel and purchased power 0 0 0 0 0 0 0 0
UK cost of sales 0 0 0 0 0 0 0 0
Other operating expense 6 6 1 0 0 0 0 (1)
Maintenance 0 0 0 0 0 0 0 0
Depreciation and amortization 4 0 0 0 4 0 0 0
Taxes other than income 0 0 0 0 0 0 0 0
Income taxes (6) (6) (1) 0 1 0 0 0
TOTAL OPERATING EXPENSES 4 0 0 0 5 0 0 (1)
OPERATING INCOME 13 3 5 0 4 0 0 1
OTHER INCOME AND DEDUCTIONS (14) (6) (8) 0 0 0 0 0
INCOME BEFORE INTEREST CHARGES (1) (3) (3) 0 4 0 0 1
INTEREST CHARGES
Interest on long-term debt 2 0 0 0 0 0 0 2
Interest on short-term debt and other 8 7 0 0 2 0 0 (1)
AFUDC-debt 0 0 0 0 0 0 0 0
TOTAL INTEREST 10 7 8 0 2 0 0 (7)
NET INCOME (11) (10) (2) 0 2 0 0 (1)
Preferred stock dividends 0 0 0 0 0 0 0 0
NET INCOME FOR COMMON STOCK (11) (10) (2) 0 2 0 0 (1)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CSW ENERGY, INC. AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1996
(MILLIONS)
ELIM,
CSWE CON CSWE CSWD-I CSWD-II CSWFL NEWGULF SWEENY RCLSS & RND
ASSETS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
Other Diversified 58 0 0 0 0 6 52 0
Total Plant 58 0 0 0 0 6 52 0
Less - accumulated depreciation 0 0 0 0 0 0 0 0
NET PLANT 58 0 0 0 0 6 52 0
CURRENT ASSETS
Cash and temporary cash investments 0 0 0 0 0 0 0 0
Accounts Receivable 203 242 3 0 41 0 0 (83)
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
Unrecovered fuel costs 0 0 0 0 0 0 0 0
Prepayments and other 0 0 0 0 0 0 0 0
TOTAL CURRENT ASSETS 203 242 3 0 41 0 0 (83)
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 183 190 103 0 70 11 0 (191)
Income tax related regulatory assets, net 0 0 0 0 0 0 0 0
Other 14 5 0 0 4 0 0 5
TOTAL DEFERRED CHARGES AND OTHER ASSETS 197 195 103 0 74 11 0 (186)
TOTAL ASSETS 458 437 106 0 115 17 52 (269)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CSW ENERGY, INC. AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1996
(MILLIONS)
ELIM,
CSWE CON CSWE CSWD-I CSWD-II CSWFL NEWGULF SWEENY RCLSS & RND
CAPITALIZATION AND LIABILITIES
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CAPITALIZATION
Common stock
Common stock 0 0 0 0 0 0 0 0
Paid-in-capital 70 73 96 0 45 11 0 (155)
Retained Earnings (6) (23) 2 (4) 19 0 0 0
Total Common Stock 64 50 98 (4) 64 11 0 (155)
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 200 200 0 0 0 0 0 0
Total Preferred Stock 264 250 98 0 64 11 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 150 182 (8) 5 32 6 49 (116)
Accrued taxes (2) (4) (3) 0 5 0 0 0
Accrued interest 3 3 0 0 0 0 0 0
Other 5 2 0 0 0 0 3 0
Total Current Liabilities 156 183 (11) 5 37 6 52 (116)
DEFERRED CREDITS
Income Taxes 35 4 19 (1) 11 0 0 2
Investment tax credits 0 0 0 0 0 0 0 0
Other 3 0 0 0 3 0 0 0
Total Deferred Credits 38 4 19 (1) 14 0 0 2
TOTAL CAPITALIZATION AND LIABILITIES 458 437 106 0 115 17 52 (269)
</TABLE>
<PAGE>
CSW ENERGY, INC. AND SUBSIDIARIES CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1996
(MILLIONS)
CSWE does not prepare a consolidating statement of cash flows. Instead, a
consolidated statement of cash flows is prepared which is presented as part of
the Central and South West Corporation and Subsidiaries Consolidating Statement
of Cash Flows on Page 59.
<PAGE>
<TABLE>
<CAPTION>
CSW ENERGY, INC. AND SUBSIDIARIES CONSOLIDATING STATEMENT OF RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1996
(MILLIONS)
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 (13) 5 (4) 17 0 0 (1)
Net income for common stock (11) (10) (2) 0 2 0 0 (1)
Adjustments to retained earnings 1 0 (1) 0 0 0 0 2
Retained earnings at end of year (6) (23) 2 (4) 19 0 0 0
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CSW INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATING STATEMENT OF INCOME
AS OF DECEMBER 31, 1996
(MILLIONS)
ELIM.
CSWI CSWI CSW CSW (UK) RCLSS &
CON CSWI (CAYMAN) VALE LLC CSWI 2 CSWI 3 FINCO SEEBOARD* RND
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
TOTAL OPERATING REVENUES 1,848 0 0 0 0 0 0 1,848 0
OPERATING EXPENSES AND TAXES
UK cost of sales 1,331 0 0 0 0 0 0 1,331 0
Other operating expense 193 2 0 0 2 0 0 191 (2)
Depreciation & acquisition amortization 88 0 0 0 0 0 0 88 0
Income taxes 45 (1) 0 0 (22) 0 0 68 0
TOTAL OPERATING EXPENSES AND TAXES 1,657 1 0 0 (20) 0 0 1,678 (2)
OPERATING INCOME 191 (1) 0 0 20 0 0 170 2
OTHER INCOME AND (DEDUCTIONS) 28 17 0 0 99 0 0 25 (113)
INCOME BEFORE INTEREST CHARGES 219 16 0 0 119 0 0 195 (111)
INTEREST CHARGES
Interest on long-term debt 100 0 0 0 0 0 0 100 0
Interest expense short-term debt and
other 17 17 0 0 16 0 0 0 (16)
TOTAL INTEREST CHARGES 117 17 0 0 16 0 0 100 (16)
NET INCOME 102 (1) 0 0 103 0 0 95 (95)
*SEEBOARD consists of SEEBOARD plc, SEEBOARD Group plc, and CSW Investments
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CSW INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1996
(MILLIONS)
ELIM.
CSWI CSWI CSW CSW (UK) RCLSS &
CON CSWI (CAYMAN) VALE LLC CSWI 2 CSWI 3 FINCO SEEBOARD ** RND
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
FIXED ASSETS
Electric
Distribution 1,314 0 0 0 0 0 0 1,314 0
General 363 0 0 0 0 0 0 363 0
Acquisition Step up 0 0 0 0 0 0 0 0 0
Nuclear fuel 0 0 0 0 0 0 0 0 0
Total electric 0 0 0 0 0 0 0 0 0
Other Diversified 7 7 0 0 0 0 0 0 0
1,684 7 0 0 0 0 0 1,677 0
Less - accumulated depreciation (618) 0 0 0 (6) 0 0 (618) 6
1,066 7 0 0 (6) 0 0 1,059 6
CURRENT ASSETS
Cash and temporary cash investments 143 7 0 0 1 0 0 135 0
Marketable Securities 18 0 0 0 0 0 0 18 0
Accounts Receivable 281 161 2 0 26 0 0 128 (36)
Deferred Income Taxes 29 0 0 0 0 0 0 29 0
Material and supplies, at average cost 30 0 0 0 0 0 0 30 0
Electric utility fuel inventory,
substantially at average cost 0 0 0 0 0 0 0 0 0
Unrecovered fuel costs 0 0 0 0 0 0 0 0 0
Prepayments and other 0 0 0 0 0 0 0 0 0
501 168 2 0 27 0 0 340 (36)
DEFERRED CHARGES AND OTHER ASSETS
Equity and other investments 79 869 40 40 578 0 908 36 (2,392)
Intercompany Notes Receivable 0 387 0 0 0 0 300 0 (687)
Other non-utility investments 0 0 0 0 0 0 0 0 0
Prepaid Benefit Costs 62 0 0 0 0 0 0 62 0
Goodwill 1,525 0 0 0 0 0 0 1,525 0
Other 4 0 0 2 2 0 0 0 0
1,670 1,256 40 42 580 0 1,208 1,623 (3,079)
TOTAL ASSETS 3,237 1,431 42 42 601 0 1,208 3,022 (3,109)
*CSW (UK) FINCO, CSW INVST, CSW UK and SBRD converted @ 1.00(POUND)=1.712
**SEEBOARD consists of SEEBOARD plc, SEEBOARD Group plc, and CSW Investments
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CSW INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1996
(MILLIONS)
ELIM.
CSWI CSWI CSW CSW (UK) RCLSS &
CON CSWI (CAYMAN) VALE LLC CSWI 2 CSWI 3 FINCO SEEBOARD ** RND
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Common stock
Common stock 0 0 0 0 0 0 0 0 0
Paid-in-capital 829 1,223 40 40 829 0 523 1,264 (3,090)
Foreign currency translation and
other 74 0 0 0 0 0 0 0 74
Retained earnings 108 (5) 0 0 (271) 0 0 (251) 635
1,011 1,218 40 40 558 0 523 1,013 (2,381)
Preferred stock
Not subject to mandatory redemption 0 0 0 0 0 0 0 0 0
Subject to mandatory redemption 0 0 0 0 0 0 0 0 0
Long-term debt 1,148 0 0 0 0 0 685 1,150 (687)
1,148 0 0 0 0 0 685 1,150 (687)
CURRENT LIABILITIES
Long-term debt and preferred stock due
within twelve months 0 0 0 0 0 0 0 0 0
Short-term debt 0 0 0 0 0 0 0 0 0
Loan notes 76 0 0 0 0 0 0 76 0
Accounts payable affiliated 215 215 2 2 32 0 0 0 (36)
Accounts payable 263 0 0 0 10 0 0 333 (80)
Accrued interest 18 0 0 0 0 0 0 18 0
Accrued taxes 21 (3) 0 0 (2) 0 0 27 (1)
Customer deposits 2 0 0 0 0 0 0 2 0
Other 136 1 0 0 0 0 0 54 81
731 213 2 2 40 0 0 510 (36)
DEFERRED CREDITS
Income taxes 275 0 0 0 3 0 0 275 (3)
Investment tax credits 0 0 0 0 0 0 0 0 0
Provisions 64 0 0 0 0 0 0 64 0
Income tax related regulatory
liabilities, net 0 0 0 0 0 0 0 0 0
Other 8 0 0 0 0 0 0 10 (2)
347 0 0 0 3 0 0 349 (5)
TOTAL CAPITALIZATION AND LIABILITIES 3,237 1,431 42 42 601 0 1,208 3,022 (3,109)
*CSW (UK) FINCO, CSW INVST, CSW UK and SBRD converted @ 1.00(POUND)=1.712
**SEEBOARD consists of SEEBOARD plc, SEEBOARD Group plc, and CSW Investments
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CSW INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1996
(MILLIONS)
ELIM.
CSWI CSWI CSWI CSW CSW (UK) RCLSS &
CON (CAYMAN) VALE LLC CSWI 2 CSWI 3 FINCO SEEBOARD* RND
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net Income 102 (1) 0 0 103 0 0 95 (95)
Depreciation 49 0 0 0 0 0 0 49 0
Acq amort-step up & goodwill 39 0 0 0 0 0 0 39 0
Deferred income taxes 60 0 0 0 0 0 0 60 0
Change in Assets and Liabilities
Nonaffiliated accounts receivable (113) (4) 0 0 (26) 0 0 (96) 13
Affiliated receivable (100) 606 (2) 0 0 0 (300) 0 (404)
Affiliated accounts payable (527) (527) 2 2 (710) 0 0 0 706
Nonaffiliated accounts payable 19 0 0 0 9 0 0 10 0
Accrued taxes (70) (1) 0 0 2 0 0 (71) 0
Equity earnings net of
distributions 0 0 0 0 (95) 0 0 0 95
Dividends 0 384 0 0 384 0 0 0 (768)
Other (53) (6) 0 (2) 0 0 0 (3) (42)
(594) 451 0 0 (333) 0 (300) 83 (495)
INVESTING ACTIVITIES
Construction expenditures (128) 0 0 0 0 0 0 (128) 0
Acquisition expenditures (1,394) 0 0 0 (98) 0 0 (1,394) 98
Equity investment (53) (889) (40) (40) (6) 0 0 (14) 936
Sale of National Grid asset shares 99 0 0 0 0 0 0 99 0
Other investing activities (24) (395) 0 0 (7) 0 (385) 6 757
(1,500) (1,284) (40) (40) (111) 0 (385) (1,431) 1,791
FINANCING ACTIVITIES
Common stock sold 0 0 0 0 0 0 0 467 (467)
Capital contributions 829 829 40 40 829 0 0 0 (909)
Long-term debt sold 916 0 0 0 0 0 685 915 (684)
Payment on loan notes (27) 0 0 0 0 0 0 (27) 0
A/R securitization 259 0 0 0 0 0 0 259 0
Payment of dividends 0 0 0 0 (384) 0 0 (384) 768
1,977 829 40 40 445 0 685 1,230 (1,292)
Effect of exchange rate changes on
cash and cash equivalents (56) 10 0 0 0 0 0 (63) (3)
Net change in cash and cash equivalents (173) 6 0 0 1 0 0 (181) 1
Cash and cash equivalents at beg of yr 316 0 0 0 0 0 0 316 0
Cash and cash equivalents at end of yr 143 6 0 0 1 0 0 135 1
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CSW INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATING STATEMENT OF RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1996
(MILLIONS)
ELIM.
CSWI CSWI CSWI CSW CSW (UK) RCLSS &
CON (CAYMAN) VALE LLC CSWI 2 CSWI 3 FINCO SEEBOARD* RND
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Retained earnings at beginning of period 6 (4) 0 0 10 0 0 13 (13)
Net income for common stock 102 (1) 0 0 103 0 0 95 (95)
Common stock dividends 0 0 0 0 (384) 0 0 (359) 743
Retained earnings at end of year 108 (5) 0 0 (271) 0 0 (251) 635
</TABLE>
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Central and South West Corporation:
We have audited the accompanying consolidated balance sheet of Central and
South West Corporation (a Delaware corporation) and subsidiaries as of December
31, 1996 and 1995, and the related consolidated statements of income,
stockholders' equity and cash flows, for each of the three years ended December
31, 1996. These financial statements are the responsibility of the Corporation's
management. Our responsibility is to express an opinion on these financial
statements based on our audits. We did not audit the financial statements of CSW
Investments, which statements reflect total assets and total revenues of 23
percent and 36 percent in 1996 and 20 percent and 6 percent in 1995,
respectively, of the consolidated totals. Those statements were audited by other
auditors whose report has been furnished to us and our opinion, insofar as it
relates to the amounts included for those entities, is based solely on the
report of other auditors.
We conducted our audits 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 audits and the report of
other auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the report of other auditors 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, 1996 and 1995, and the results of their
operations and their cash flows for the years then ended in conformity with
generally accepted accounting principles.
Our audits were 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 audits of the basic consolidated financial statements
and, in our opinion, based on our audits and the report of other auditors, 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, 1997
<PAGE>
AUDITOR'S REPORT TO THE MEMBERS OF CSW INVESTMENTS
We have audited the consolidated balance sheets of CSW Investments and
subsidiaries as of 31 December 1996 and the related consolidated statement of
earnings, statements of cash flows and statement of retained earnings for the
year then ended. These consolidated financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements base on our audit.
We conducted our audit in accordance with generally accepted auditing 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 in 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 CSW Investments and
subsidiaries at 31 December 1996 and the results of their operations and cash
flows for the year then ended 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 of generally accepted accounting principles in the United
States would have affected results of operations and shareholders' equity as of
and for the year ended 31 December 1996 to the extent summarised in the notes to
the consolidated financial statements.
Our audit was made for the purpose of forming an opinion on the basic
consolidated financial statements of CSW Investments and subsidiaries taken as a
whole. The consolidating schedules of CSW Investments and subsidiaries under the
column headed SEEBOARD in Item 10 are presented for purposes of complying with
the US 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. The column headed SEEBOARD in the
consolidating schedules has been subjected to the auditing procedures applied in
our audit of the basic consolidated financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic consolidated
statements taken as a whole.
KPMG Audit Plc London, England
Chartered Accountants 22 January 1997
Registered Auditor
<PAGE>
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, 1996.
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 Bylaws of CSW, as amended, (incorporated herein by
reference to Exhibit 3(b) to CSW's 1990 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 Bylaws of CPL, as amended (incorporated herein by reference
to Exhibit 3.1 to CPL's Form 10-Q dated September 30, 1996,
File No. 0-346).
PSO
B-3.1 Restated Certificate of Incorporation of PSO (attached
hereto as Exhibit B-3.1).
B-3.2 Bylaws of PSO, as amended (attached hereto as Exhibit
B-3.2).
<PAGE>
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 Bylaws of SWEPCO, as amended (incorporated herein by
reference to Exhibit 3.3 to SWEPCO's Form 10-Q dated
September 30, 1996, 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
WTU's 1994 Combined Form 10-K, File No. 0-340).
B-5.2 Bylaws of WTU, as amended (incorporated herein by reference
to Exhibit 3.4 to WTU's Form 10-Q dated September 30, 1996,
File No. 0-340).
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).
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).
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS. (CONTINUED)
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 1994 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 1994 Central and South West
Corporation annual report on Form U5S).
ENERSHOP
B-13.1 Certificate of Incorporation, (incorporated herein by
reference to Item 10, Exhibit B-13.1 of the 1995 Central
and South West Corporation annual report on Form U5S).
B-13.2 By-laws, (incorporated herein by reference to Item 10,
Exhibit B-13.2 of the 1995 Central and South West
Corporation annual report on Form U5S).
SEEBOARD PLC
B-14.1 Articles of Association, (attached hereto as Exhibit
B-14.1).
B-14.2 Memorandum of Association, (attached hereto as Exhibit
B-14.2).
<PAGE>
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>
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>
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 31,1996 - 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, 1996 - filed
pursuant to Section 22(b).
F-3 Detailed financial statements for SEEBOARD plc and
subsidiaries for the year ended December 31, 1996 - filed
pursuant to Section 22(b).
F-4 Financial statements of Ash Creek Mining Company for the year
ended December 31, 1996 - filed herewith.
F-5 Financial statements of the Arklahoma Corporation for the
fiscal year ended December 31, 1996 - filed herewith.
EXHIBIT G Financial Data Schedules - filed herewith.
EXHIBIT H ORGANIZATIONAL CHARTS
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 December 31, 1996. Please refer to CSW
International, Inc. consolidating statements filed herewith.
<PAGE>
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, 1996, 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, 1997 By Lawrence B. Connors
Controller
<PAGE>
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, 1996, 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, 1997 By R. Russell Davis
Controller
RESTATED
CERTIFICATE OF INCORPORATION
PUBLIC SERVICE COMPANY OF OKLAHOMA
TO THE SECRETARY OF STATE OF THE STATE OF OKLAHOMA:
Public Service Company of Oklahoma, a corporation organized and existing
under the laws of the State of Oklahoma, (the "Company") hereby certifies as
follows:
1. At all times since the date of its incorporation the name of the Company
has been Public Service Company of Oklahoma. The name of the Company is not
amended herein.
2. The date of filing of the Company's original Articles of Incorporation
with the Secretary of State of the State of Oklahoma was May 29, 1913.
3. This Restated Certificate of Incorporation restates and
integrates and further amends the Articles of Incorporation of the
Company and is filed in accordance with Section 80 of the Oklahoma
General Corporation Act (18 Okla. Stat. (1986) ss. 1080). The Articles
of Incorporation of the Company are amended herein to delete
paragraph 5(c) of Artlicle VI.
4. This Restated Certificate of Incorporation was duly adopted
in accordance with the provisions of Section 80 of the Oklahoma
General Corporation Act (18 Okla. Stat. (1986) ss. 1080) after being
proposed by the Board of Directors and adopted by the Shareholders in
the manner and by the vote prescribed in Section 77 of the Oklahoma
General Corporation Act (18 Okla. Stat. (1986) ss. 1077).
5. This Restated Certificate of Incorporation shall be
effective on the date of filing.
6. The title, headings, and text of the Articles of Incorporation of the
Company are hereby restated, integrated, and amended to read as follows:
CERTIFICATE OF INCORPORATION
OF
PUBLIC SERVICE COMPANY OF OKLAHOMA
ARTICLE I
NAME
The name of the corporation shall be:
"PUBLIC SERVICE COMPANY OF OKLAHOMA"
ARTICLE II
PURPOSES
The purposes for which the corporation is formed are as follows:
Manufacturing or merchandising, either or both, more particularly set forth
as follows:
(1) To manufacture and/or purchase gas or electricity, or both, and to
transmit, distribute and sell the same, either at wholesale or retail.
(2) To acquire, hold, manage and operate canals, reservoirs, dams, ditches,
flumes, aqueducts, pipes and water lines as well as distribution systems thereof
for the purpose of furnishing water for public and/or private use, and such
other property as may be necessary for use in connection therewith, as well as
for the purpose of generating and transmitting electrical energy, heat, power,
water and other uses.
(3) To manufacture and/or purchase ice and sell the same, either at
wholesale or retail.
(4) To acquire and own all lands or other property necessary to conduct
such manufacturing or merchandising business.
(5) To sell all such lands or other property as and when desired in the
conducting of such manufacturing or merchandising business.
(6) To borrow money on the notes or obligations of the corporation, as and
when necessary or desirable, in conducting any or all of such business, and to
secure such notes or obligations by mortgages or deeds of trust or other liens
on any or all the property of the corporation, real, personal or mixed, in such
manner, form and amount as it shall from time to time deem necessary or
desirable.
(7) To buy, acquire, own, operate or sell and dispose of, from time to
time, plants for the purpose of manufacturing gas, electricity or ice.
(8) To buy, acquire, own, sell or otherwise dispose of notes, obligations,
capital stock or other securities of other corporations or entities.
(9) To buy, acquire, own, and sell or dispose of, as merchandise or
otherwise, any and all machinery, appliances, fixtures or tools used in the gas,
electrical or ice business, or in the manufacturing, merchandising or use
thereof.
(10) To take out, buy, acquire, own and sell or otherwise dispose of, all
patents, patent rights or copyrights, used or useful in such manufacturing or
merchandising business.
(11) To lease property from or to others, as may be necessary or desirable
in such business.
(12) To buy, acquire, own and build, and to sell and dispose of, any and
all necessary transmission lines, either pole lines or pipe lines, for the
conducting of said gas, or electricity, to the points where the same may be sold
by the corporation, either at wholesale or retail.
(13) In its merchandising business, to build, buy, acquire, own, and sell
or dispose of, cold storage plants for the purpose of handling its own products
or for others for hire.
(14) To purchase, lease, trade, prospect for, drill, mine, manufacture,
process, extract, transmit and transport natural gas, oil (both crude and
refined), coal, fissionable or fusionable matter, hydrogen, and any and all
other fuels now known or hereafter developed, with the right to build, purchase,
lease, construct, acquire, equip, manage, maintain, control and operate mines,
warehouses, processing plants, milling facilities, pipe-lines, pump stations,
compressor stations or storage facilities, tanks, buildings, trucks, barges,
railroad tank cars, unit trains, or other transportation facilities and all
appurtenances necessary or incident thereto for the acquisition, storage,
transportation and handling of any or all of said fuels for the purpose of
securing adequate fuel supplies for its electric generating stations.
(15) To do any and all things to effectuate, or in furtherance of, the
purposes for which the corporation is organized or which may be necessary or
incidental to the conduct of its business as set forth above; and to have and
possess the purposes set forth in, and to exercise the general powers granted or
authorized by, the Oklahoma General Corporation Act.
ARTICLE III
ADDRESS
The address of the registered office of the corporation in the state of
Oklahoma is 212 East 6th Street, city of Tulsa, Tulsa County, Oklahoma 74119,
and the name of its registered agent at such address is M. Louise Winsworth.
ARTICLE IV
CORPORATE EXISTENCE
The corporation shall have a perpetual existence.
ARTICLE V
NUMBER OF DIRECTORS
The number of directors of the corporation shall be set in accordance with
the provisions of the Bylaws of the corporation.
ARTICLE VI
SHARES--STOCK--DIVIDENDS--VOTING--ETC.
The aggregate number of shares which the corporation has the authority to
issue and allot is Eleven Million Seven Hundred Thousand (11,700,000) shares,
divided into Seven Hundred Thousand and Eleven Million (11,000,000) shares of
the par value of $15 each of Common Stock. Ninety-Seven Thousand Nine Hundred
(97,900) shares of the Preferred Stock shall be designated 4% Preferred Stock
and shall constitute a series of the Preferred Stock; and One Hundred Thousand
(100,000) shares of the Preferred Stock shall be designated 4.24% Preferred
Stock and shall constitute a series of the Preferred Stock; Two Hundred Fifty
Thousand (250,000) shares of the Preferred Stock shall be designated 7.92%
Preferred Stock and shall constitute a series of the Preferred Stock; and Two
Hundred Fifty Thousand (250,000) shares of the Preferred Stock shall be
designated 8.88% Preferred Stock and shall constitute a series of the Preferred
Stock. Authority is hereby vested in the Board of directors of the corporation
to establish by resolution, from time to time, one or more other series of
Preferred Stock and to fix and determine the voting powers, full or limited or
no voting powers, and any designations, preferences and relative participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof, and any other special rights which the Board of Directors
may have authority under the laws of Oklahoma to fix and determine, applicable
to the shares of the respective series, provided that the terms and provisions
set forth herein with respect to the Preferred Stock shall be applicable to all
shares of Preferred Stock of each series except as and to the extent otherwise
provided herein or fixed and determined by the Board of Directors by resolution
establishing a particular series pursuant to the authority herein vested in such
Board. Any authorized and unallotted shares of Preferred Stock and any shares of
Preferred Stock from time to time having the status of unissued and unallotted
shares may be issued and allotted as shares of 4% Preferred Stock, 4.24%
Preferred Stock, 7.92% Preferred Stock or 8.88% Preferred Stock, or as shares of
any one or more other series so established by the Board of Directors.
(1) The holders of shares of the Preferred Stock shall be entitled to
receive, in respect of each share held, dividends upon the par value thereof at
the annual rate specified in the designation of such share or as provided in the
resolution of the Board of Directors authorizing the initial issue of shares of
such series out of the surplus or net profits of the corporation. Dividends on
the shares of 4% Preferred Stock, 4.24% Preferred Stock, 7.92% Preferred Stock
and 8.88% Preferred Stock shall be payable quarter-yearly on January first,
April first, July first and October first in each year, when and as declared by
the Board of Directors. Dividends on shares of any other series of Preferred
Stock shall be payable on the dates and as provided in the resolution of the
Board of Directors authorizing the initial issue of shares of such series. Such
dividends shall be cumulative (a) as to the 97,900 outstanding shares of 4%
Preferred Stock, from the first day of the dividend period in which such shares
were originally issued, (b) as to the shares initially issued of any other
series, from the date of issue or such other date as may be provided in the
resolution of the Board of Directors authorizing the initial issue of shares of
such series, and (c) as to all other shares of any series, from the first day of
the dividend period in which issued; and such dividends shall be paid, or
declared and set apart for payment, before any dividends shall be declared or
paid on or set apart for the Common Stock, so that if for any past dividend
period or the current dividend period dividends on the Preferred Stock (of all
series) shall not have been paid, or declared and set apart for payment, the
deficiency shall be fully paid or declared and funds set apart for the payment
thereof before any dividends shall be declared or paid on or set apart for the
Common Stock. The term "dividend period," as used herein, refers to each period
commencing on the date on which dividends, if declared, shall be payable and
ending on the day preceding the next such date. The holders of the shares of
Preferred Stock shall not be entitled to receive any dividends thereon other
than the dividends at the annual rate specified in the designation of such
shares or as provided in the resolution of the Board of Directors authorizing
the initial issue of shares of such series. All shares of the Preferred Stock at
any time authorized, regardless of the series or designation thereof, shall
constitute one class of stock and, EXCEPTING ONLY as to those provisions
applicable to the shares of the respective series as provided herein or as fixed
and determined by the Board of Directors pursuant to the authority herein vested
in the Board of Directors, shall be of equal rank and confer equal rights upon
the holders thereof. Whenever full cumulative dividends as aforesaid upon the
Preferred Stock (of all series) and upon any other shares of stock having
priority as to dividends over the Common Stock, then outstanding, for all past
dividend periods and for the current dividend period shall have been paid, or
declared and set apart for payment, the Board of Directors may declare and pay
dividends on the Common Stock of the corporation, SUBJECT, HOWEVER to the
restrictions hereinafter set forth.
(2) In the event of the involuntary liquidation, dissolution or winding up
of the corporation, the holders of shares of the Preferred Stock (of all series)
then outstanding shall be entitled to be paid in full, out of the net assets of
the corporation, the par value of their shares plus an amount equal to the
accrued dividends on such shares, and no more, before any amount shall be paid
or distributed to the holders of shares of the Common Stock. In the event of the
voluntary liquidation, dissolution or winding up of the corporation, the holders
of shares of (a) the 4% Preferred Stock then outstanding shall be entitled to be
paid in full, out of the net assets of the corporation, the par value of their
shares and an amount equal to the accrued dividends on such shares, and no more,
and (b) the 4.24% Preferred Stock, the 7.92% Preferred Stock and the 8.88%
Preferred Stock then outstanding shall be entitled to be paid in full, out of
the net assets of the corporation, the then effective redemption price of such
shares (including an amount equal to the accrued dividends on such shares), and
no more, before any amount shall be paid or distributed to the holders of shares
of the Common Stock. After payment in full to the holders of all shares of the
Preferred Stock (of all series) and of all other shares of stock, if any, having
priority over the Common Stock as to assets, then outstanding, of the amounts to
which they are respectively entitled as herein provided, the remaining assets
and profits shall be divided among and paid or distributed to the holders of
shares of Common Stock.
(3) The corporation, on the sole authority of its Board of Directors, shall
have the right at any time or from time to time to redeem and retire all or any
part of the Preferred Stock, or all or any part of the shares of one or more
series of the Preferred Stock, upon and by the payment to the holders of the
shares to be redeemed, or upon or by setting aside, as hereinafter provided, for
the benefit of such holders, of the redemption price or prices fixed for the
shares to be redeemed, which redemption price (a) in the case of shares of the
4% Preferred Stock shall be $105.75 per share plus accrued dividends to the date
of redemption, (b) in the case of shares of the 4.24% Preferred Stock shall be
$103.19 per share, plus accrued dividends to the date of redemption, (c) in the
case of shares of the 7.92% Preferred Stock shall be $108.82 per share if the
date of redemption is prior to January 1, 1979, $106.18 per share if the date of
redemption is on or subsequent to January 1, 1979 and prior to January 1, 1984,
$103.54 per share if the date of redemption is on or subsequent to January 1,
1984 and prior to January 1, 1989, and $101.00 per share if the date of
redemption is on or subsequent to January 1, 1989, plus, in each case, accrued
dividends to the date of redemption and PROVIDED that no shares of the 7.92%
Preferred Stock may be redeemed prior to January 1, 1979, if such redemption is
for the purpose of refunding or is in anticipation of the refunding of such
shares through the use, directly or indirectly, of funds obtained by the
corporation through the issuance of any shares of Preferred Stock or any other
stock ranking prior to or on a parity with the Preferred Stock, or through the
incurrence of debt by the corporation, at a dividend or interest cost, as the
case may be, less than 7.916%, (d) in the case of shares of the 8.88% Preferred
Stock shall be $110.37 per share if the date of redemption is prior to July 1,
1981, $107.41 per share if the date of redemption is on or subsequent to July 1,
1981 and prior to July 1, 1986, $104.45 per share if the date of redemption is
on or subsequent to July 1, 1986 and prior to July 1, 1991, and $101.49 per
share if the date of redemption is on or subsequent to July 1, 1991, plus, in
each case, accrued dividends to the date of redemption and PROVIDED that no
shares of the 8.88% Preferred Stock may be redeemed prior to July 1, 1981 if
such redemption is for the purpose of refunding or is in anticipation of the
refunding of such shares through the use, directly or indirectly, of funds
obtained by the corporation through the issuance of any shares of Preferred
Stock or any other stock ranking prior to or on a parity with the Preferred
Stock, or through the incurrence of debt by the corporation, at a dividend or
interest cost, as the case may be, less than 8.85% and (e) in respect of shares
of all other series of Preferred Stock shall be the redemption price or prices
as provided in the resolution of the Board of Directors authorizing the initial
issue of shares of such series; PROVIDED that (i) with respect to the shares of
4% Preferred Stock, 4.24% Preferred Stock, 7.92% Preferred Stock and 8.88%
Preferred Stock, not later than on the thirtieth day before the date fixed for
such redemption, nor earlier than on the sixtieth day before such date of
redemption, and (ii) with respect to shares of all other series of Preferred
Stock, within the time periods specified in the resolution of the Board of
Directors authorizing the initial issue of shares of such series, notice of the
intention of the corporation to redeem such shares, specifying the shares to be
redeemed, the redemption price and the date and place of redemption, shall be
deposited in a United States post office or mail box at any place in the United
States addressed to each holder of record of the shares to be redeemed at his
address as the same appears upon the records of the corporation; AND PROVIDED,
FURTHER, that in mailing such notice unintentional omissions or errors in names
or addresses, or other defects in such mailing, shall not impair the validity of
the notice of, or proceedings for, such redemption. In every case of the
redemption of less than all the outstanding shares of any particular series of
Preferred Stock, the shares of such series to be redeemed shall be chosen by
proration (so far as may be without the issuance of fractional shares), by lot
or in such other equitable manner as may be prescribed by resolution of the
Board of Directors. The corporation may deposit, with a bank or trust company,
which shall be named in the notice of redemption, shall be located in the City
of New York, New York, or in Chicago, Illinois, or in Tulsa, Oklahoma, and shall
have capital, surplus and undivided profits of at least $1,000,000, the
aggregate redemption price of the shares to be redeemed, in trust for the
payment on or before the redemption date to or upon the order of the holders of
such shares, upon surrender of the certificates for such shares. Such deposit in
trust may, at the option of the corporation, be upon terms whereby in case the
holder of any shares of Preferred Stock called for redemption shall not, within
ten years after the date fixed for redemption of such shares, claim the amount
on deposit with any bank or trust company for the payment of the redemption
price of such shares, such bank or trust company shall on demand, when requested
by resolution of the Board of Directors of the corporation or its successor, pay
to or upon the written order of the corporation or its successor the amount so
deposited, and thereupon such bank or trust company shall be released from any
and all further liability with respect to the payment of such redemption price
and the holder of said shares shall be entitled to look only to the corporation
or its successor for the payment thereof. Upon the giving of notice of
redemption and, except as otherwise provided by law, upon the deposit of the
redemption price, as aforesaid, or, if no such deposit is made, upon the
redemption date (unless the corporation defaults in making payment of the
redemption price as set forth in such notice), such holders shall cease to be
stockholders with respect to said shares, and from and after the making of said
deposit and the giving of said notice, or, if no such deposit is made, after the
redemption date (the corporation not having defaulted in making payment of the
redemption price as set forth in such notice), said shares shall no longer be
transferable on the books of the corporation, and said holders shall have no
interest in or claim against the corporation or its successor with respect to
said shares, but shall be entitled only to receive said moneys on the date fixed
for redemption, as aforesaid, from said bank or trust company, or from the
corporation or its successor, without interest thereon, upon surrender of the
certificates for said shares as aforesaid. All shares of the Preferred Stock so
redeemed shall be canceled and retired.
The term "accrued dividends," as used in this Article VI shall be deemed to
mean, in respect of any share of the Preferred Stock (of any series) as of any
given date, the amount of dividends payable on such share, computed, at the
annual dividend rate stated in the designation of such share or as provided in
the resolution of the Board of Directors authorizing the initial issue of shares
of such series, from the date on which dividends thereon became cumulative to
and including such given date, less the aggregate amount of all dividends which
have been paid, or which have been declared and set apart for payment, on such
share. Accumulations of dividends shall not bear interest.
Nothing herein contained shall limit any legal right of the corporation to
purchase or otherwise acquire any shares of the Preferred Stock of any series;
PROVIDED that the corporation shall not redeem, purchase or otherwise acquire
less than all the outstanding shares of the Preferred Stock if at the time of
such redemption, purchase or other acquisition dividends payable on the
Preferred Stock shall be in default in whole or in part UNLESS, prior to or
concurrently with such redemption, purchase or other acquisition, all such
defaults in dividends shall have been cured, OR UNLESS such redemption, purchase
or other acquisition shall have been ordered, approved or permitted by the
Securities and Exchange Commission or any successor commission under the Public
Utility Holding Company Act of 1935. All shares of the Preferred Stock so
redeemed, purchased or acquired shall be canceled and retired.
(4) So long as any shares of the Preferred Stock shall be outstanding, the
corporation shall not, without the affirmative vote or the consent of the record
holders of at least two-thirds of the total number of shares of the Preferred
Stock (of all series) at the time outstanding:
(a) create or authorize, by amendment to the Certificate of Incorporation
or otherwise, shares of any class of stock ranking prior to the Preferred
Stock as to dividends or assets or any security convertible into shares of
such prior ranking stock, OR issue any of such prior ranking stock or
convertible security after the expiration of one year from such vote or
consent of the holders of the shares of the Preferred Stock; or
(b) change, alter or repeal, by amendment to the Certificate of
Incorporation or otherwise, any of the rights, preferences or powers of the
holders of the shares of the Preferred Stock so as to affect adversely any
of such rights, preferences or powers, PROVIDED that (i) any increase or
decrease in the authorized amount of the Preferred Stock or the creation,
or any increase or decrease in the authorized amount, of any class of stock
ranking on a parity with the Preferred Stock as to dividends or assets
shall not be deemed to affect adversely the rights, preferences or powers
of the holders of the shares of the Preferred Stock and (ii) if any such
change, alteration or repeal would affect adversely the rights, preferences
or powers of the holders of shares of one or more, but less than all, of
the series of the Preferred Stock at the time outstanding, the vote or
consent only of the record holders of at least two-thirds of the total
number of outstanding shares of the series so adversely affected shall be
required.
No vote or consent of the holders of the shares of the Preferred Stock
shall be required in respect of any transaction enumerated in this Paragraph (4)
if, at or prior to the time when such transaction is to take effect, provision
is made for the redemption or other retirement of all outstanding shares of the
Preferred Stock the vote or consent of which would otherwise be required by this
Paragraph (4).
No provision contained in this Paragraph (4) is intended or shall be
construed to relieve the corporation from compliance with any applicable
statutory provision requiring the vote or consent of the holders of a greater
number of the outstanding shares of the Preferred Stock.
(5) So long as any shares of the Preferred Stock shall be outstanding, the
corporation shall not, without the affirmative vote or consent of the record
holders of a majority of the total number of shares of the Preferred Stock (of
all series) at the time outstanding:
(a) merge or consolidate with or into any other corporation or
corporations, or sell or otherwise dispose of all or substantially all of
the assets of the corporation, UNLESS such merger, consolidation sale or
other disposition, or the exchange, issuance or assumption of all
securities to be exchanged, issued or assumed in connection with any such
merger, consolidation, sale or other disposition, shall have been ordered,
approved or permitted by the Securities and Exchange Commission or any
successor commission under the Public Utility Holding Company Act of 1935;
PROVIDED that the provisions of this Subparagraph (a) shall not apply to
the purchase by the corporation of franchises or assets of another
corporation; or
(b) issue any shares of the Preferred Stock, including the reissuance of
any shares thereof reacquired by the corporation, or shares of any other
stock ranking on a parity with the Preferred Stock as to dividends or
assets, for any purpose OTHER THAN in exchange for or to effect the
redemption or other retirement of not less than an equal par amount or
stated value of the Preferred Stock or of stock ranking prior to or on a
parity with the Preferred Stock as to dividends or assets at the time
outstanding, UNLESS (1) the gross income of the corporation (after
deducting all taxes, including taxes based on income, and determined as
hereinafter provided) for twelve consecutive calendar months ending within
the fifteen calendar months immediately preceding the issuance of the
shares to be issued shall have been at least one and one-half times the sum
of (i) the annual interest charge on all indebtedness of the corporation
which will be outstanding immediately after the issuance of the shares to
be issued and (ii) the annual dividend requirement on all shares of the
Preferred Stock and of any other stock ranking prior to or on a parity with
the Preferred Stock as to dividends or assets (including the shares to be
issued), which will be outstanding immediately after the issuance of the
shares to be issued; AND (2) the common stock equity of the corporation,
computed as provided in Paragraph (6) hereof, shall be not less than the
aggregate amount payable in the event of the involuntary liquidation,
dissolution or winding up of the corporation in respect of all shares of
the Preferred Stock and of any other stock ranking prior to or on a parity
with the Preferred Stock as to dividends or assets, which will be
outstanding immediately after the issuance of the shares to be issued.
Gross income shall be determined in accordance with such system of accounts
as may be prescribed by regulatory authorities having jurisdiction in the
premises or, in the absence of any such system of accounts, in accordance with
generally accepted accounting principles, provided that in computing gross
income of the corporation for the purposes of Subparagraph (b) of this Paragraph
(5) (i) in the event any additional property or assets are to be acquired by the
corporation by the issuance, or the application of any of the proceeds from the
issuance, of any shares of the Preferred Stock or of stock ranking on a parity
with or junior to the Preferred Stock as to dividends or assets, to be then
issued, the gross income of the property or assets to be so acquired (computed
on the same basis as the gross income of the corporation as herein provided and
for the same period) may be included, on a pro forma basis, in making such
computation of gross income of the corporation, and (ii) the amounts to be
deducted from gross income as charges for depreciation, retirements, renewals,
and replacements and/or amortization shall not be less in the aggregate than an
amount equal to 3.0% (or such other percentage as may upon application by the
corporation be approved by the Securities and Exchange Commission, or any
successor authority, under the Public Utility Holding Company Act of 1935) of
the arithmetical average of the amount of property of the corporation at the
beginning, and the amount thereof at the end, of such 12-month period, in plant
accounts of the corporation, with respect to which bonds may at the time be
authenticated under any indenture securing first mortgage bonds of the
corporation and which property is depreciable, determined in accordance with
generally accepted principles of accounting. Amounts included in plant
acquisition adjustment account, or accounts of similar purpose, shall not be
included in the amount of such property if adequate provision for the
amortization of such amounts is made by current charges to income or surplus.
In computing the annual interest charge and the annual dividend requirement
referred to in said Subparagraph (b), there shall be EXCLUDED the interest
charges and dividend requirements on all indebtedness and shares of stock,
respectively, which are to be redeemed or otherwise retired by the issuance, or
the application of any of the proceeds from the issuance, of any shares of the
Preferred Stock or of stock ranking prior to or on a parity with the Preferred
Stock as to dividends or assets, then to be issued.
If for the purpose of meeting the requirements of clause (2) of
Subparagraph (b) of this Paragraph (5), it shall have been necessary to take
into consideration any earned surplus of the corporation, the corporation shall
not thereafter pay any dividends on common stock (as defined in Paragraph (6) of
this Article VI) in an amount which would result in reducing the common stock
equity of the corporation, as defined in said Paragraph (6), to an amount less
than the aggregate amount payable in the event of the involuntary liquidation,
dissolution or winding up of the corporation in respect of all shares of the
Preferred Stock and of stock ranking prior to or on a parity with the Preferred
Stock as to dividends or assets at the time outstanding.
No vote or consent of the holders of the Preferred Stock shall be required
in respect of any transaction enumerated in this Paragraph (5) if, at or prior
to the time when such transaction is to take effect, provision is made for the
redemption or other retirement of all outstanding shares of the Preferred Stock
the vote or consent of which would otherwise be required by this Paragraph (5).
No provision contained in this Paragraph (5) is intended or shall be
construed to relieve the corporation from compliance with any applicable
statutory provision requiring the vote or consent of the holders of a greater
number of the outstanding shares of the Preferred stock.
(6) So long as any shares of the Preferred Stock shall be outstanding, the
corporation shall not declare or pay any dividends on common stock of the
corporation (as herein defined), EXCEPT AS FOLLOWS:
(a) if and so long as the common stock equity (as herein defined) of the
corporation on the last day of a calendar month ending within sixty days
next preceding the date on which a dividend on common stock is proposed to
be declared is, or as a result of the payment of such dividend would
become, less than 20% of total capitalization of the corporation (as herein
defined), the corporation shall not (except as hereinafter provided)
declare any such dividend in an amount which, together with all other
dividends on common stock paid within the year ending with and including
the date on which such dividend is proposed to be payable, exceeds 50% of
the net income of the corporation available for dividends of the net income
of the corporation available for dividends on common stock (determined as
herein provided) for twelve consecutive calendar months ending within sixty
days next preceding the month in which such dividend is proposed to be
declared; PROVIDED that if any dividends (or additional dividends) on
common stock could have been declared under the foregoing limitation in any
previous year or years, but were not declared, then such dividend proposed
to be paid may exceed 50% of the above specified net income of the
corporation by a total amount equal to the aggregate amount of all
dividends on common stock that could have been so declared but were not
declared; and
(b) if and so long as the common stock equity on the last day of a calendar
month ending within sixty days next preceding the date on which a dividend
on common stock is proposed to be declared is, or as a result of the
payment of such dividend would become, less than 25% but not less than 20%
of total capitalization, the corporation shall not (except as hereinafter
provided) declare any such dividend in an amount which, together with all
other dividends on common stock paid within the year ending with and
including the date on which such dividend is proposed to be payable,
exceeds 75% of the net income of the corporation available for dividends on
common stock for twelve consecutive calendar months ending within sixty
days next preceding the month in which such dividend is proposed to be
declared; PROVIDED that if any dividends (or additional dividends) on
common stock could have been declared under the foregoing limitation of
this paragraph in any previous year or years, but were not declared, then
such dividend proposed to be paid may exceed 75% of the above specified net
income of the corporation by the total amount equal to the aggregate amount
of all dividends on common stock that could have been so declared but were
not declared; and
(c) at any time when the common stock equity is 25% or more of total
capitalization, the corporation shall not declare dividends on common stock
which would reduce the common stock equity below 25% of total
capitalization, EXCEPT to the extent provided or permitted in Subparagraphs
(a) and (b) above.
"Dividends on common stock" of the corporation shall mean and include all
dividends on Common Stock (other than dividends payable solely in shares of
Common Stock or applied by the recipient to the purchase from the corporation of
shares of its Common Stock), distributions on, and purchases or other
acquisitions for value of Common Stock of the corporation or other stock, if
any, ranking junior to the preferred stock as to dividends or assets.
"Common stock equity" of the corporation shall mean the aggregate of (a)
the par value of, or stated capital represented by, the outstanding shares of
all stock of the corporation ranking junior to the preferred stock as to
dividends or assets, and all premiums in respect of such junior ranking stock,
as carried on the books of the corporation, and (b) the amount of all surplus
accounts of the corporation, AFTER DEDUCTING from such aggregate (1) the excess,
if any, of the aggregate amount payable in the event of the involuntary
liquidation, dissolution or winding up of the corporation in respect of all
outstanding shares of stock of the corporation ranking prior to the common stock
as to dividends or assets, over the aggregate par value of, or stated capital
represented by, such outstanding shares of prior ranking stock and any premiums
thereon, (2) any amounts recorded on the books of the corporation (estimated, if
not known) for used or useful utility plant and other property in excess of the
original cost of such plant or property, (3) any intangible items (such as
unamortized debt discount and expense, capital stock discount and expense and
other intangible items) set forth on the asset side of the balance sheet of the
corporation as a result of accounting convention, and (4) the excess, if any,
for the period beginning July 1, 1945, and ending December 31, 1976, of an
amount equal to 15% of the gross operating revenues derived by the corporation
from the operation of its properties for the period (AFTER EXCLUDING OR
DEDUCTING from such revenues all non-operating income, revenues derived directly
from properties leased to the corporation, and the aggregate cost of electric
energy and gas purchased for exchange or resale), over the aggregate amount
charged or provided by the corporation on its books for maintenance, repairs and
depreciation of property for such period; PROVIDED that no deduction shall be
made or required to be made for or in respect of any items or amounts referred
to in clauses (2) and (3) of this paragraph (amounts recorded on the books for
property in excess of original cost of such property and any intangible items
set forth on the books of the Company as assets) in the event such items or
amounts are being amortized or are provided for, or are being provided for, by
reserves, and (5) the excess, if any, for the period beginning January 1, 1977,
to the end of a month ending within ninety days next preceding the date as of
which common stock equity is being determined, of an aggregate amount equal to
3.0% annually (or such other percentage as may upon application by the
corporation be approved by the Securities and Exchange Commission, or any
successor authority, under the Public Utility Holding Company Act of 1935) of
the arithmetical average of the amount of depreciable property of the
corporation at the beginning, and the amount thereof at the end, of each
calendar year and portion thereof contained in such period, in plant accounts of
the corporation, with respect to which bonds may at the time be authenticated
under any indenture securing first mortgage bonds of the corporation, determined
in accordance with generally accepted principles of accounting (excluding
amounts included in plant acquisition adjustment account, or accounts of similar
purpose, if adequate provision for the amortization of such amounts is made by
current charges to income or surplus), over the aggregate amount charged or
provided by the corporation on its books as charges for depreciation,
retirements, renewals and replacements and/or amortization for such period.
"Total capitalization" of the corporation shall mean the aggregate of (i)
the principal amount of all outstanding bonds, debentures, notes and other
securities representing indebtedness (whether secured or unsecured) of the
corporation maturing more than twelve months after the date as of which total
capitalization is being determined, and (ii) the par value of, or stated capital
represented by, the outstanding shares of the capital stock of all classes of
the corporation, all premiums in respect of such stock, as carried on the books
of the corporation, and the amount of all surplus accounts of the corporation,
after DEDUCTING from such aggregate any amounts required to be deducted, in the
determination of common stock equity, pursuant to the provisions of clauses (2)
and (3) of the foregoing definition of "common stock equity."
"Net income of the corporation available for dividends on common stock"
shall be determined by deducting from the sum of the total operating revenues
and other income of the corporation for any given period, all operating expenses
for such period (including maintenance, repairs and depreciation, taxes based on
income and all other taxes, all proper accruals, interest charges, amortization
charges, other proper income deductions and dividends paid or accrued on
outstanding shares of stock of the corporation ranking prior to the Common Stock
as to dividends, for such period), all as determined in accordance with such
system of accounts as may be prescribed by regulatory authorities having
jurisdiction in the premises or, in the absence of any such system of accounts,
in accordance with generally accepted accounting principles.
(7) The voting rights of the holders of shares of the preferred stock and
of the common stock of the corporation shall be as follows:
(a) No holder of shares of the preferred stock shall be entitled to vote,
at any meeting of stockholders of the corporation, for the election of
directors or in respect of any other matter, EXCEPT as expressly provided
in Paragraph (4) or (5) of this Article VI or in this Paragraph (7) AND
EXCEPT as may be required by law. In such excepted cases, each record
holder of outstanding shares of the preferred stock shall have ten (10)
votes for each share of the preferred stock held by him. Each record holder
of outstanding shares of Common Stock shall, at all meetings of
stockholders of the corporation, have one (1) vote for each share of Common
Stock held by him, EXCEPT as otherwise provided in this Paragraph (7).
(b) If and when dividends payable on the preferred stock shall be in
default in an amount equal to the annual dividends or more per share on all
shares of the preferred stock then outstanding, and thereafter until all
dividends on such preferred stock in default shall have been paid, the
record holders of the shares of the preferred stock voting separately as
one class, shall be entitled, at each meeting of the shareholders at which
directors are elected, to elect the smallest number of directors necessary
to constitute a majority of the full Board of Directors of the corporation,
and, EXCEPT as provided in the following Subparagraph (c), the record
holders of the shares of common stock, voting separately as a class, shall
be entitled at any such meeting to elect the remaining directors of the
corporation.
(c) If and when all dividends then in default on the preferred stock then
outstanding shall be paid (and such dividends shall be paid, or declared
and set apart for payment, out of any funds legally available therefor, as
soon as reasonably practicable), the holders of the shares of the preferred
stock shall thereupon be divested of the special right with respect to the
election of directors provided for in Subparagraph (b) of this Paragraph
(7), and the voting power of the holders of the shares of the preferred
stock and the Common Stock shall revert to the status existing before the
first dividend payment date on which dividends on the preferred stock were
not paid in full, but always subject to the same provisions for vesting
such special rights in the record holders of shares of the preferred stock
in case of further like default or defaults in the payment of dividends
thereon as described in said subparagraph (b). Dividends shall be deemed to
have been paid, as that term is used in this subparagraph (c), whenever
such dividends shall have been declared and paid, or declared and provision
made for the payment thereof, or whenever there shall be (i) funds
available for the payment thereof and (ii) sufficient surplus or net
profits of the corporation legally available for the payment thereof which
shall have accrued since the date of the default giving rise to such
special voting right; and thereupon the holders of a majority of the shares
of the common stock shall have the right to elect directors to succeed
those elected by the holders of the preferred stock, PROVIDED that in the
event all dividends in default on the preferred stock at the time of the
election of such successor directors shall not actually be paid or declared
and set apart for payment within thirty days after such election, such
successor directors so elected shall resign forthwith and the directors
elected by the holders of the shares of the preferred stock shall forthwith
be reelected to fill the vacancies so created and shall assume office as
directors.
(d) In case of any vacancy in the Board of Directors occurring among the
directors elected by the holders of the shares of the preferred stock, as a
class, pursuant to subparagraph (b) of this Paragraph (7), the holders of
the shares of the preferred stock then outstanding and entitled to vote may
elect a successor to hold office for the unexpired term of the director
whose place shall be vacant. In case of a vacancy in the Board of Directors
occurring among the directors elected by the holders of the shares of the
Common Stock, as a class, pursuant to Subparagraph (b) of this Paragraph
(7), the holders of the shares of the Common Stock then outstanding and
entitled to vote may elect a successor to hold office for the unexpired
term of the director whose place shall be vacant. In all other cases, any
vacancy occurring among the directors shall be filled by the vote of a
majority of the remaining directors.
(e) Whenever the holders of the shares of the preferred stock, as a class,
become entitled to elect directors of the corporation pursuant to
Subparagraph (b) or (d) of this Paragraph (7), or whenever the holders of
the shares of the Common Stock, as a class, become entitled to elect
directors of the corporation pursuant to subparagraph (b) or (d) of this
Paragraph (7), a special meeting of the holders of the shares of the
preferred stock or of the holders of the shares of the Common Stock, as the
case may be, for the election of such directors, shall be held at any time
thereafter upon call by the holders of not less than 1,000 shares of the
preferred stock or of the Common Stock, as the case may be, or upon call by
the Secretary of the corporation at the request in writing of any
stockholder addressed to him at the principal office of the corporation. If
no such special meeting be called or be requested to be called, the
election of the directors to be elected by the holders of the shares of the
preferred stock, voting as a class, and of those to be elected by the
holders of the shares of the Common Stock, voting as a class, shall take
place at the next annual meeting of the stockholders of the corporation
next succeeding the accrual of such special voting right. At all meetings
of stockholders at which directors are elected during such times as the
holders of shares of the preferred stock shall have the special right,
voting separately as a class, to elect directors pursuant to subparagraph
(b) of this Paragraph (7), the presence in person or by proxy of the
holders of a majority of the outstanding shares of the common stock shall
be required to constitute a quorum of such class for the election of
directors, and, except as hereinafter stated, the presence in person or by
proxy of the holders of a majority of the outstanding shares of all series
of the preferred stock shall be required to constitute a quorum of such
class for the election of directors; PROVIDED, HOWEVER, that (i) the
absence of a quorum of the holders of stock of either such class shall not
prevent the election at any such meeting, or adjournment thereof, of
directors by the other such class if the necessary quorum of the holders of
stock of such class is present in person or by proxy at such meeting, and
(ii) in the absence of a quorum of the holders of stock of such class is
present in person or by proxy at such meeting, and (ii) in the absence of a
quorum of the holders of stock of either such class, a majority of those
holders of the stock of such class who are present in person or by proxy
shall have power to adjourn the election of the directors to be elected by
such class, and (iii) at any such adjourned meting, the presence in person
or by proxy of the holders of not less than 35% of the outstanding shares
of the preferred stock shall constitute a quorum of the preferred stock for
the election of directors by such class, and (iv) if at any such adjourned
meeting the holders of at least 35% of the outstanding shares of the
preferred stock shall not be present in person or by proxy, the directors
to be elected by such class shall be elected by vote of the holders of not
less than a majority of the outstanding shares of Common Stock. Not less
than thirty days' notice in writing of any such adjourned meeting shall,
upon request, be given by the corporation at its expense to the record
holders of such class or classes.
(f) In consideration of the issue, sale or delivery by the corporation, and
the purchase or other acquisition by the holders thereof, of shares of the
capital stock (both preferred and common) of the corporation, each and
every present and future holder of shares of the capital stock (both
preferred and common) of the corporation shall be conclusively deemed, by
purchasing, acquiring or holding such shares, to have expressly consented
to all and singular the terms and provisions of this Paragraph (7) and to
have agreed that the voting rights of such holder, and the restrictions and
qualifications thereof, shall be as set forth in this Paragraph (7).
(8) No share of stock or evidence of indebtedness shall be deemed to be
"outstanding," as that term is used in this Certificate of Incorporation, if
prior to or concurrently with the event in reference to which a determination as
to the amount thereof outstanding is to be made, the requisite funds for the
redemption, payment or other retirement thereof shall be deposited in trust for
that purpose and, in the case of redemption, the requisite notice for the
redemption thereof shall be given or the depositary of such funds shall be
irrevocably authorized and directed to give or complete such notice of
redemption.
(9) No holder of shares of stock of any class of the corporation shall be
entitled, as a matter of right, to subscribe for, purchase or receive any shares
of stock of any class of the corporation, or any rights or options of the
corporation which it may issue or sell, whether out of the number of shares now
authorized or hereafter authorized. Nor shall any holder of shares of stock of
any class of the corporation be entitled, as a matter of right, to subscribe
for, purchase or receive any shares of stock or bonds, debentures or other
obligations which the corporation may issue or sell, which shall be convertible
into or exchangeable for stock of any class of the corporation, or to which
shall be attached or appertain any warrant or warrants (or other instrument or
instruments) which shall confer upon the holder or owner the right to subscribe
for or purchase from the corporation any shares of its capital stock of any
class; and all such additional issues of shares of stock of any class, rights or
options, or of stock or bonds, debentures or other obligations convertible into
or exchangeable for stock, or to which such warrants or other instruments shall
be attached or appertain, may be issued and disposed of as determined by the
Board of Directors to such persons (whether stockholders or not), at such times,
for such consideration and upon such terms permitted by the laws of Oklahoma, as
the Board of Directors in its absolute discretion may deem advisable.
(10) The corporation reserves the right to increase or decrease its
authorized capital stock or any class thereof, or any series of any such class,
or to reclassify the same, and to amend, alter, change or repeal any provision
contained in the Certificate of Incorporation of the corporation, or any future
amendment to said Certificate of Incorporation, in the manner now or hereafter
prescribed by law, BUT SUBJECT to such conditions and limitations as are
hereinbefore prescribed; and all rights granted to or conferred upon
stockholders in the Certificate of Incorporation of this corporation, or in this
amendment or any future amendment to said Certificate of Incorporation are
granted and conferred subject to this reservation.
(11) Neither a consolidation or merger of the corporation with or into any
other corporation, nor a merger of any other corporation into the corporation,
nor the purchase or other acquisition, redemption or other retirement by the
corporation of all or any part of the outstanding shares of its preferred stock
of any class, shall be deemed to be a distribution of assets, or a liquidation,
dissolution or winding up, of the corporation within the meaning of any of the
provisions of the Certificate of Incorporation of the corporation, as then in
effect.
ARTICLE VII
BYLAWS
The Board of Directors is hereby vested with authority to adopt, alter or
repeal the Bylaws of the corporation, subject to the power of the shareholders
to alter or repeal such Bylaws and subject to such other limitations and
restrictions as are or may be provided by law.
ARTICLE VIII
LIMITATION ON LIABILITY OF DIRECTORS
To the full extent permitted by the Oklahoma General Corporation Act or any
other applicable laws as presently or hereafter in effect, no director of the
corporation shall be personally liable to the corporation or its stockholders
for or with respect to any acts or omissions in the performance of his or her
duties as a director of the corporation. No amendment to or repeal of this
Article VIII shall apply to or have any effect on the liability or alleged
liability of any director of the corporation for or with respect to any acts or
omissions of such director occurring prior to such amendment.
IN WITNESS WHEREOF, Public Service Company of Oklahoma has caused this
Restated Certificate of Incorporation to be executed in its name by its
President, attested by its Assistant Secretary this 29th day of April, 1997.
PUBLIC SERVICE COMPANY OF OKLAHOMA
[Corporate Seal] By: _________________
T.D. Churchwell, President
ATTEST:
- ------------------------
Assistant Secretary
STATE OF OKLAHOMA )
) ss.
COUNTY OF TULSA )
Before me, a Notary Public in and for said county and state, on this 29th
day of April, 1997, personally appeared T. D. Churchwell, to me known to be the
identical person who subscribed the name of Public Service Company of Oklahoma
to the foregoing Restated Certificate of Incorporation as its President, and
acknowledged to me that he executed the same as his free and voluntary act and
deed, and as the free and voluntary act and deed of Public Service Company of
Oklahoma, for the uses and purposes therein set forth.
Given under my hand and seal of office the day and year last above written.
______
Notary Public
My commission expires:
_______
(NOTARIAL SEAL)
April 15, 1997
BYLAWS OF
PUBLIC SERVICE COMPANY OF OKLAHOMA
ARTICLE I
STOCK AND TRANSFERS
SECTION 1. Each holder of fully paid stock shall be entitled to a certificate or
certificates of stock stating the number of shares owned by such stockholder.
All certificates of stock shall be signed by the President or a Vice President
and by the Secretary or an Assistant Secretary and sealed with the seal, which
may be facsimile, of the Company and shall be countersigned by a Transfer Agent
appointed by the Board of Directors. All certificates of Preferred Stock shall
also be countersigned and registered by a Registrar, appointed by the Board of
Directors, and the signatures of the President or Vice President and the
Secretary or Assistant Secretary upon all such certificates of Preferred Stock
may be facsimiles, engraved or printed. In case any officer who has signed or
whose facsimile signature has been placed upon a certificate of stock shall
cease to be such officer before such certificate is issued, such certificate may
be issued by the Company with the same effect as if such officer had not ceased
to be such at the date of its issue.
SECTION 2. The capital stock of the Company shall be divided into such classes,
with such respective designations, preferences and voting powers, restrictions
or qualifications thereof, as are or shall be from time to time stated and
expressed in the Articles of Incorporation of the Company, and amendments
thereto. No holder of shares of stock of any class of the Company shall have any
preemptive or preferential rights of subscription or purchase of any shares of
any class of stock of the Company, whether now or hereafter authorized, and any
and all shares of capital stock of any class of the Company, whether now or
hereafter authorized, may, in the discretion of the Board of Directors, be
offered and sold to the holders of any one or more classes of stock of the
Company to the exclusion of any other class or classes, or may be issued and
disposed of from time to time in such manner and to such persons, whether
stockholders or not, and for such corporate purposes as may be determined by the
Company's Board of Directors and without first being offered to stockholders.
SECTION 3. Shares of stock shall be transferable only on the books of the
Company, and, except as hereinafter provided, or as may be required by law, or
by order of court in a proper proceeding, shall be transferred only upon the
proper assignment and surrender of the certificates issued therefor. If an
outstanding certificate of stock shall be lost, destroyed or stolen, the holder
thereof may have a new certificate upon producing evidence, satisfactory to the
Board of Directors, of such loss, destruction or theft, and upon furnishing to
the Company a bond of indemnity, deemed sufficient by the Board of Directors, to
protect the Company against claims under the outstanding certificate.
SECTION 4. The Board of Directors shall have power to fix a time, not exceeding
sixty days preceding the date of any meeting of stockholders, or the date fixed
for the payment of any dividend or distribution or the date for the allotment of
rights or the date when any change or conversion or exchange of shares shall be
made or go into effect, as a record date for the determination of the
stockholders entitled to notice of and to vote at such meeting or entitled to
receive payments of any such dividend, distribution, or allotment of rights, or
to exercise rights in respect to any such change, conversion or exchange of
shares, and in such case only registered stockholders on the date so fixed shall
be entitled to receive notice of said meeting or to receive payment of such
dividend, distribution, or allotment of rights, or to exercise such rights of
change, conversion, or exchange of shares, as the case may be, notwithstanding
any transfer of any shares on the books of the Company after any record date
fixed as aforesaid; provided, however, that the stock transfer books of the
Company may be closed by order of the Board of Directors for a period not
exceeding sixty days for the purpose of holding a meeting of stockholders, or
paying a dividend, or for any other legal purpose, as the Board of Directors
shall deem advisable.
SECTION 5. If default shall be made in the prompt payment when due of any sum
payable to the Company upon any subscription for stock of the Company, and if
such default shall continue for a period of thirty days, then all right under
the subscription in and to the stock subscribed for shall, upon the expiration
of such period, cease and determine and become and be forfeited to the Company;
provided that if at the expiration of such thirty-day period such right shall
belong to the estate of the decedent, it may be forfeited only by resolution of
the Board of Directors declaring forfeiture. The Company shall, within thirty
days after such forfeiture, cause such stock to be sold at private or public
sale, at its market value at the time of sale, and shall, out of the net
proceeds of sale and upon surrender of any outstanding stock subscription
receipt issued to evidence the subscription, pay to the recorded holder of such
receipt the amount paid on the subscription prior to forfeiture, less the
amount, if any, by which the total subscription price of the stock exceeded the
net proceeds of sale.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. The annual meeting of the stockholders shall be held usually on the
third Tuesday in April of each year. Each such annual meeting shall be held at
the hour of ten o'clock a.m., at the registered office of the Company, or on
such other date in April and at such other time and place, within or without the
state of Oklahoma, as shall have been designated by resolution of the Board of
Directors or by written consent of all stockholders entitled to vote at such
meeting, and at such annual meeting a Board of Directors shall be elected and
such other business may be transacted as may come before the meeting, provided
notice thereof, if required by statute, shall have been duly given.
SECTION 2. Special meetings of the stockholders may be called at any time by the
Chairman, if there shall be one, the President, the Board of Directors, or by
one or more stockholders holding not less than one-fourth of the outstanding
shares of Common Stock of the Company, or in such other manner as may be
provided by statute or by paragraph (7) of Article VI of the Articles of
Incorporation, as amended.
SECTION 3. Notice of the time and place of each annual or special meeting of
stockholders, shall be mailed to the address, as shown by the Company's records,
of each stockholder entitled to vote at such meeting not less than ten days
before the date of the meeting, except in cases where other special method of
notice may be required by statute, in which cases the statutory method shall be
followed. The notice of a special meeting shall state the purpose of the
meeting. Notice of any meeting of the stockholders may be waived by any
stockholder.
SECTION 4. Any meeting of the stockholders, whenever or however called and held,
shall be legal and its proceedings valid if all of the stockholders eligible
under the Articles of Incorporation, as amended, and the Bylaws to vote upon
questions submitted at such meeting are present either in person or by proxy, or
if a quorum be present in person or by proxy and either before or after the
meeting each of the stockholders entitled to vote and who was not present in
person or by proxy at the meeting signs a written waiver of notice or a consent
to the holding of such meeting or any approval of the minutes thereof.
SECTION 5. At any stockholders' meeting, except as otherwise provided in
paragraph (7) of Article VI of the Articles of Incorporation, as amended, a
majority of the stock outstanding eligible under the Articles of Incorporation,
as amended, and the Bylaws to vote upon questions being submitted at such
meeting must be represented in order to constitute a quorum for the transaction
of business, but the stockholders represented at any meeting, though less than a
quorum, may adjourn the meeting to some other day or sine die.
SECTION 6. No notice of any adjourned meeting need be given to stockholders
unless the adjournment be for thirty days or more, in which case notice shall be
given as of an original meeting, provided, however, that at an adjourned meeting
no business may be transacted other than that which might have been transacted
at the original meeting unless notice thereof shall have been given as in the
case of an original meeting.
SECTION 7. At all meetings of stockholders each share of stock eligible under
the Articles of Incorporation, as amended, and the Bylaws to vote upon questions
being submitted at such meeting shall be entitled to such vote or votes as from
time to time shall be provided in the Article of Incorporation, as amended, and
such stock may be voted by the holder thereof in person or by his duly
authorized proxy in writing duly filed with the Secretary of the Company.
SECTION 8. The Chairman, if there shall be one, when present, or in his absence
the President of the Company, or in the President's absence the General Manager
of the Company, shall act as chairman, and the Secretary of the Company shall
act as Secretary, of each stockholders' meeting. In the case of the absence of
the Chairman, the President and the General Manager from any stockholders'
meeting, the President of the General Manager shall select such officer or
employee of the Company as either deems appropriate to act as chairman of such
stockholders' meeting. In the case of the absence of the Secretary and the
Assistant Secretary from any stockholders' meeting, the chairman of such
stockholders' meeting shall nominate such person to act as secretary of such
meeting as he deems appropriate and the stockholders shall vote on such
nomination.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. The number of directors of the Company shall be such number, not less
than eight nor more than fifteen, as the Board shall by resolution determine
from to time. Except as otherwise provided in paragraph (7) of Article VI of the
Articles of Incorporation, as amended, the directors shall be elected at each
annual meeting of stockholders except that a majority of the directors at the
time in office, including any director who shall have resigned from the Board
effective at a future date, though less than a quorum, may fill any vacancy
occurring on the Board of Directors or any newly created directorship. Each
director shall hold office until the next succeeding annual meeting of the
stockholders and until his successor shall have been elected and qualified, or
until his earlier resignation or removal. The term of a director employed by the
Company (other than the Chief Executive Officer upon retirement) shall expire
concurrently with the termination of such employment.
SECTION 2. From and after October 28, 1987, the Board of Directors shall not
elect as a director or propose for election by the stockholders as a director,
(a) any person who has attained the age of seventy (70) or who will have
attained that age on or before the date of his election by the Board or proposed
election by the stockholders, or (b) any employee of the Company (other than a
past or present Chief Executive Officer of the Company) whose service as such
employee has terminated or will in normal course terminate on or before the date
of his election by the Board or proposed election by the stockholders; excepting
that any present member of the Board of Directors who has attained the age of
seventy (70) by October 28, 1987 may, at the President's discretion, remain on
the Board under the provisions of the Bylaws in effect prior to this Amendment.
SECTION 3. The Board of Directors by resolution may confer upon any former
director the honorary title of Director Emeritus. The designation and number of
directors emeriti shall be within the discretion of the Board. Directors emeriti
shall not be members of the Board of Directors, nor counted toward a quorum
thereof, but shall have the privilege of attending, without vote, the meetings
of the Board. Directors emeriti shall receive no compensation, but may be
reimbursed for necessary expenses in the manner and amount as if directors.
SECTION 4. A regular meeting of the Board of Directors shall be held immediately
after the annual meeting of stockholders in each year and at the same place
where such annual meeting shall have been held, provided a quorum for such
meeting be obtained. A regular meeting of the Board of Directors shall also be
held quarterly thereafter, usually on the third Tuesday of January, April, July
and October at the registered office of the Company, or when directed by the
Chairman, if there shall be one, the President or the Board of Directors, at
such other place within or without the state of Oklahoma as may be specified in
the notice of the meeting. Written notice of each regular meeting stating the
time and place and, if required by statute or the Bylaws, the purpose of such
meeting shall be mailed, or telegraphed, at least one week before the date of
such meeting to each director, unless such notice shall be waived by any
director, in writing, either before or after such meeting.
SECTION 5. Special meetings of the Board of Directors may be called at any time
by the Chairman, if there shall be one, by the President, by a Vice President
when acting as President, or by any two or more directors, by mailing to each
director, not less than one week before such meeting, a written notice stating
the time, place and purpose of such meeting, unless such notice shall be waived
by any director, in writing, either before or after such special meeting.
Special meetings of the Board of Directors may be held at any time at the
registered office of the Company, or at any other place within or without the
state of Oklahoma.
SECTION 6. Notice of any meeting of the Board of Directors may be waived by any
director, in writing, either before or after the meeting; and any director, by
his attendance at any meeting, shall be deemed to have waived such notice.
SECTION 7. Five members of the Board of Directors shall constitute a quorum for
the transaction of business at any meeting of the Board of Directors, but a less
number may adjourn the meeting to some other day or sine die. The acts of a
majority of the directors present at a meeting at which a quorum is present
shall be the acts of the Board of Directors. The Chairman, if there shall be
one, or in his absence the President of the Company, shall act as Chairman of
the meeting; and the Secretary of the Company shall act as Secretary of the
meeting. In the absence of both the Chairman and the President of the Company,
the Board of Directors shall elect a Chairman of the meeting. In the absence of
the Secretary, an Assistant Secretary of the Company shall serve as secretary of
the meeting. In their absence, the directors shall elect a secretary of the
meeting. The members of the Board of Directors may be paid such fees for
attendance at meetings as the Board of Directors from time to time by resolution
may determine.
SECTION 8. The order of business at meetings of the Board of Directors shall,
unless otherwise ordered by the Board of Directors, be as follows:
1. Reading and consideration of the minutes of
the preceding meeting.
2. Reading of the minutes of meetings of the
Executive Committee, if any, held since the
last meeting of the Board of Directors.
3. Report of other committees, if any.
4. Reports from officers or other employees of
the Company.
5. Consideration of any other business of the
Company.
ARTICLE IV
COMMITTEES
SECTION 1. The Board of Directors, by resolution adopted by a majority of the
entire Board, may appoint an Executive Committee consisting of four or more
directors, including the Chairman, if there shall be one, and the President of
the Company. Any three directors on the Executive Committee shall be required
for a quorum. The Executive Committee may be discontinued at any time by
resolution adopted by a majority of the entire Board of Directors; but, after
its creation and until it is discontinued, the members of the Executive
Committee shall be appointed annually, by resolution adopted by a majority of
the entire Board of Directors at the first meeting of the Board after the annual
meeting of stockholders in each year. Vacancies in the Executive Committee shall
be filled by resolution adopted by a majority of the entire Board of Directors.
During the intervals between meetings of the Board of Directors, the Executive
Committee shall have and may exercise all the powers of the Board of Directors
in the management of the business and affairs of the Company except as to
matters in respect of which specific directions shall have been given by the
Board of Directors. All actions of the Executive Committee shall be recorded by
the Secretary of the Company and be reported to the Board of Directors at its
regular meetings.
SECTION 2. The Board of Directors may appoint other committees, standing or
special, from time to time from among their own number, or otherwise, and confer
powers on such committees, and revoke such powers and terminate the existence of
such committees, at its pleasure.
SECTION 3. Meetings of any committee may be called in such manner and may be
held at such times and places as such committee may by resolution determine,
provided that a meeting of any committee may be called at any time by the
Chairman, if there shall be one, or by the President of the Company. Not less
than one day's notice of all meetings of the Executive Committee shall be given
to each member of the committee personally, in writing, or by mail, or by
telegraph, but no notice shall be necessary where a meeting is held with the
consent of all the members of the committee. Members of all committees shall be
paid such fees for attendance at meetings as the Board of Directors may
determine.
ARTICLE V
OFFICERS
SECTION 1. There shall be elected by the Board of Directors, at its first
meeting (if practicable) held after the annual election of directors in each
year, a President, a Secretary, a Treasurer, a Controller, and, if desired, one
or more Assistant Secretaries, Assistant Treasurers, and Assistant Controllers.
The Board of Directors also may provide for and elect at any time, a Chairman, a
General Manager, one or more Vice Presidents, and such other officers, and
prescribe such duties for them, respectively, as in the judgment of the Board of
Directors may be required from time to time to conduct the business of the
Corporation. Any two or more offices, except the offices of President and Vice
President, President and Secretary, President and General Manager, and Chairman
and any other office, may be held by the same person. All officers elected by
the Board of Directors shall hold their respective offices, unless sooner
terminated, until the first meeting of the Board of Directors held after the
next ensuing annual election of directors and until their respective successors,
willing to serve, shall have been duly elected and qualified. Any of such
officers may be removed from their respective offices at the pleasure of the
Board.
SECTION 2. The Chairman of the Board shall, at his discretion, preside at all
meetings of the stockholders and at all meetings of the Board of Directors. In
the absence of the Chairman of the Board, the President shall preside at the
meetings of the Board of Directors. He shall also have and may exercise such
further powers and duties as from time to time may be conferred upon or assigned
to him by the Board of Directors.
SECTION 3. The President shall be the Chief Executive Officer of the Company and
shall have general authority over all of the business and affairs of the Company
and over all other officers, agents and employees of the Company. When the
Chairman of the Board is not present, he shall preside at all meetings of the
stockholders, and of the Board of Directors or, in the case of all meetings of
stockholders when the Chairman of the Board and President are not present, the
General Manager of the Company shall preside. In the case of the absence of the
Chairman of the Board, the President and the General Manager from a
stockholders' meeting, the President or the General Manager shall select such
officer or employee of the Company as either deems appropriate to preside at
such meeting. The President shall be a member of the Executive Committee, if
there shall be one, and shall be ex officio a member of any other committee
appointed by the Board of Directors. He shall preside at all meetings of the
Executive Committee, if there shall be one. He shall have general and active
management of the business and affairs of the Company, and full authority and
responsibility with respect to making effective all resolutions of the Board of
Directors. He shall execute bonds, mortgages, contracts and other instruments
requiring the seal of the Company to be affixed, except where required or
permitted by law to be otherwise signed and executed, and except where such
duties shall be expressly delegated by him or the Board of Directors to some
other officer or agent of the Company. He shall have authority when neither the
Board of Directors nor the Executive Committee is in session to suspend the
authority of any other officer or officers of the Company, subject, however, to
the pleasure of the Board of Directors or of the Executive Committee at its next
meeting, and authority to appoint and to remove and discharge any and all agents
and employees of the Company not elected or appointed directly by the Board of
Directors. He shall also have such other powers and duties as may at any time be
prescribed by these Bylaws or by the Board of Directors.
SECTION 4. The General Manager, if one is elected by the Board of Directors,
shall have such powers and duties as may from time to time be prescribed by the
Board of Directors. In case the President, due to absence or any other cause,
shall be unable at any time to attend to the duties of the office of President
requiring attention, or in the case of his death, resignation, or removal from
office, the powers and duties of the President shall, except as the Board of
Directors may otherwise provide, temporarily devolve upon the General Manager,
and shall be exercised by such General Manager as acting President during such
inability of the President, or until the vacancy in the office of the President
shall be filled. In case of the absence, disability, death, resignation, or
removal from office of the President and the General Manager, the Board of
Directors shall elect one of its members to exercise the powers and duties of
the President during such absence or disability, or until the vacancy in one of
said offices shall be filled, except that in the case of the absence of the
Chairman, the President and the General Manager from a stockholders' meeting,
the President or the General Manager shall select such officer or employee of
the Company as either deems appropriate to preside at such meeting.
SECTION 5. The Vice President, if one is elected by the Board of Directors, or
Vice Presidents, if more than one is elected by the Board of Directors, shall
have such powers and duties as may from time to time be prescribed by the Board
of Directors.
SECTION 6. The Secretary shall attend all meetings of the stockholders, the
Board of Directors and the Executive Committee, shall keep a true and faithful
record thereof, and shall have the custody and care of the corporate seal,
minute books and stock books of the Company. Except as may be otherwise required
by law, the Secretary shall sign and issue all notices required for meetings of
stockholders, the Board of Directors and the Executive Committee. Whenever
requested by the requisite number of stockholders or directors, the Secretary
shall give notice, in the name of the stockholders or directors making the
request, of a meeting of the stockholders, the Board of Directors or the
Executive Committee, as the case may be. The Secretary shall sign all documents
and papers to which the signature of the Secretary may be necessary or
appropriate, shall affix and attest the seal of the Company to all instruments
requiring the seal, and shall have such other powers and duties as are commonly
incidental to the office of secretary of a corporation or as may be prescribed
by the Board of Directors or the Chief Executive Officer.
SECTION 7. The Treasurer shall have charge of and be responsible for the
collection, receipt, custody and disbursement of the funds of the Company, and
shall deposit its funds in the name of the Company in such banks, trust
companies or other depositories as the Board of Directors may authorize. Such
funds shall be subject to withdrawal only in such manner as may be designated
from time to time by resolution of the Board of Directors. The Treasurer shall
have the custody of such books and papers as in the practical business
operations of the Company shall be convenient or as shall be placed in the
Treasurer's custody by order of the Board of Directors. The Treasurer shall have
such other powers and duties as are commonly incidental to the office of
treasurer of a corporation or as may be prescribed by the Board of Directors,
the Chief Executive Officer or the Chief Financial Officer. Securities owned by
the Company shall be in the custody of the Treasurer or of such other officers,
agents or depositories as may be designated by the Board of Directors. The
Treasurer may be required to give bond to the Company for the faithful discharge
of the treasurer's duties in such form and in such amount and with such surety
as shall be determined by the Board of Directors.
SECTION 8. The Controller shall be responsible for the preparation, installation
and supervision of all accounting records of the Company, preparation and
interpretation of the financial statements and reports of the Company,
maintenance of appropriate and adequate records of authorized appropriations,
determination that all sums expended pursuant to such appropriations are
properly accounted for, and ascertainment that all financial transactions are
properly executed and recorded, and shall have such specific powers and duties
as shall be delegated by the Board of Directors, the Chief Executive Officer or
the Chief Financial Officer. The Controller may be required to give bond to the
Company for the faithful discharge of the duties of the controller in such form
and in such amount and with such surety as shall be determined by the Board of
Directors.
SECTION 9. Assistant officers, if any, shall assist the principal officers in
the performance of the duties assigned to such principal officers, and in so
doing each shall have the powers of their respective principal officers. In case
of the absence, disability, death, resignation or removal from office of any of
such principal officers, their duties shall, except as otherwise ordered by the
Board of Directors, temporarily evolve upon such assistant officer as shall be
designated by the Chief Executive Officer. Such assistant officers shall also
perform such other duties as may be assigned to them from time to time by their
respective principal officers, by the Chief Executive Officer or by the Board of
Directors.
ARTICLE VI
MISCELLANEOUS
SECTION 1. The corporate seal of the Company shall have inscribed thereon the
name of the Company, between concentric circles, and the word "SEAL". Such seal
may be used by the Company by causing it, or a FACSIMILE thereof, to be
imprinted, impressed or affixed or in any other manner reproduced.
SECTION 2. The funds of the Company shall be deposited to its credit in such
banks or trust companies as the Board of Directors from time to time shall
designate and shall be withdrawn only on checks or drafts of the Company for the
purposes of the Company. All checks, drafts, notes, acceptances and endorsements
of the Company shall be signed in such manner and by such officer or officers or
such individual or individuals as the Board of Directors from time to time by
resolution shall determine. If and to the extent so authorized by the Board of
Directors, such signature or signatures may be facsimile. Only checks, drafts,
notes, acceptances and endorsements signed in accordance with such resolution or
resolutions shall be the valid checks, drafts, notes, acceptances or
endorsements of the Company.
SECTION 3. No debt shall be contracted, for other than current expenses, unless
authorized by the Board of Directors or the Chairman, and no bill shall be paid
by the Treasurer unless previously certified by the head of the department in
which it originated and the Treasurer is otherwise satisfied as to its propriety
and accuracy. If the Treasurer is not so satisfied, the authority of the
Chairman shall be secured before payment.
SECTION 4. All dividends shall be declared by a vote of the Board of Directors.
SECTION 5. The fiscal year of the company shall close at the end of December
annually.
SECTION 6. (a) The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation), by
reason of the fact that such person is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a director
or officer of another corporation, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the Corporation and is not determined by the Board to have been
guilty of misconduct in the performance of his or her duty to the Corporation.
Provided, however, that no person shall be indemnified for amounts paid in
settlement, unless the terms and conditions of such settlement have been
consented to by the Corporation. And further provided that with respect to any
criminal action or proceeding, such person had no reasonable cause to believe
that his or her conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of NOLO
contendere or its equivalent, shall not of itself create a presumption that the
person did not act in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the Corporation and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that such conduct was unlawful; provided, however, that no indemnity
prohibited by law shall be made.
(b) The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that such person is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a director
or officer of another corporation, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit
if such person acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Corporation. Provided that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for misconduct in the
performance of his or her duty to the Corporation unless and only to the extent
that the District Court or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the District Court or
such other court shall deem proper; and further provided that no indemnity
prohibited by law shall be made.
(c) The Corporation may indemnify, to the same extent as hereinabove provided,
any person who is or was an employee or agent of the Corporation or is or was
serving at the request of the Corporation as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. Any
indemnification under this Subsection (c) shall be made only upon the
authorization of the Board of Directors, which may occur at any time prior to,
during, or after final judgment or order, in any action, suit or proceeding to
which such person is or is threatened to be made a party. No right to such
indemnification is created by this Subsection (c).
(d) Any indemnification under Subsections (a), (b) and (c) (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because such person has met the applicable
standard of conduct set forth in Subsections (a) and (b). Such determination
shall be made (i) by the Board of Directors by majority vote of a quorum
consisting of Directors who were not parties to such action, suit or proceeding,
or (ii) if such a quorum is not obtainable, or, even if obtainable, by
independent legal counsel in a written opinion, if a quorum of disinterested
directors so directs, or (iii) by the stockholders.
(e) Expenses incurred by an officer or director in defending a civil or criminal
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding as authorized by the Board
of Directors in the specific case upon receipt of an undertaking by or on behalf
of such director, or officer, to repay such amount unless it shall ultimately be
determined that such person is entitled to be indemnified by the Corporation as
authorized in this Section. Such expenses incurred by other employees and agents
with respect to which indemnification is claimed hereunder may also be advanced
upon such terms and conditions, if any, as the Board of Directors deems
appropriate.
(f) The Corporation may, as authorized by the Board of Directors, purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any liability
asserted against such person and incurred by him or her in any such capacity, or
arising out of this status as such, whether or not the Corporation would have
the power to indemnify such person against such liability under the provisions
of this Section.
(g) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Corporation pursuant to the foregoing provisions of this Section or the laws of
the state of Oklahoma, in the event any claim for indemnification against such
liabilities (other than for the payment by the Corporation of expenses,
including attorneys' fees, actually and reasonably incurred by a director,
officer or controlling person of the Corporation in the successful defense of
any action, suit or proceeding) is asserted against the Corporation by such
director, officer or controlling person in connection with the registration of
any security under the Securities Act of 1933, the Corporation will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by the Corporation is against public policy as expressed by the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
ARTICLE VII
Unless otherwise ordered by the Board of Directors, the President shall have
full power and authority on behalf of the Company, either in person or by proxy,
at any meeting of stockholders of any corporation in which the Company may hold
Stock and, at any such meeting, may possess and exercise all the rights and
powers incident to the ownership of such Stock which, as the owner thereof, the
Company might have possessed or exercised, if present.
ARTICLE VIII
AMENDMENT OR REPEAL OF BYLAWS
The Bylaws may be altered or repealed or new Bylaws may be adopted (a) by a vote
of the holders of a majority of the Common Stock present in person or by proxy
at any regular or special meeting, duly convened after notice to the common
stockholders setting out the purpose of such meeting, at which meeting a
majority of the outstanding Common Stock is represented; or (b) by a majority
vote of the entire Board of Directors at any regular or special meeting duly
convened after notice of the purpose of such meeting, subject to the power of
the stockholders to alter or repeal such Bylaws; provided that the Board of
Directors shall not adopt, alter or repeal any Bylaw fixing the number,
qualifications, classifications or terms of office of the directors, or any of
them.
* * * * * * * *
I, Betsy J. Powers, do hereby certify that I am the Secretary of
Public Service Company of Oklahoma, an Oklahoma corporation, that I have in my
custody and possession the corporate records and seal of said Company, and that
the foregoing is a true and correct copy of the Bylaws of Public Service Company
of Oklahoma, as amended at October 29, 1996, and which are in full force and
effect on the date certified below.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal
of the Corporation this day of , 19__.
Betsy J. Powers, Secretary
(SEAL) PUBLIC SERVICE COMPANY OF OKLAHOMA
THE COMPANIES ACT 1985
A PUBLIC COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
SEEBOARD plc
Company Number 2366867
(adopted by special resolution passed on 18 November 1996)
PRELIMINARY
1 (1) In these articles the following words bear the following meanings -
"the Act" the Companies Act 1985;
"these articles" the articles of association 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;
"Company" SEEBOARD plc;
"the directors" the directors or any of them acting as the
board of directors of the Company
"month" a calendar month;
"paid up" paid or credited as paid;
"present in person" includes a duly authorised representative
of a corporate shareholder;
"holder" in relation to any shares, the member
whose name is entered in the Register as
the holder of such 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, and
includes any official seal kept by the
Company by virtue of section 39 or 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, temporary or deputy
secretary
"the Statutes" the Act and every other Statute in force
concerning companies and affecting the
Company;
"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; 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.
(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 required and a
special resolution shall be effective for any purpose for
which an extraordinary resolution is required.
2 The regulations contained in Table A do not apply to the Company.
SHARE CAPITAL
3 Subject to the provisions of the Statutes relating to authority,
pre-emption rights or otherwise and of any resolution of the Company in
general meeting passed pursuant thereto -
(a) the unissued shares for the time being in the capital of 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 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.
4 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.
5 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).
6 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.
7 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
8 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 and the resolution may 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
(d) 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.
9 Whenever as a result of a consolidation or sub-division of shares any
members would become entitled to fractions of a share, the directors
may settle the matter in any manner they deem fit and in particular 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 purchaser 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.
10 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
11 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
12 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 or abrogated, 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 on-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.
13 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
14 (1) Every member, upon becoming the holder of any shares,
shall be entitled, without payment, to one certificate for all
the shares of each class held by him (and, upon transferring a
part of his holding of shares of any class, to a certificate
for the balance of such holding) or several certificates each
for one or more of his shares upon payment for every
certificate after the first of such reasonable sum as the
directors may from time to time determine. Every certificate
shall be executed under the seal or in accordance with article
113 and shall specify the number, class and distinguishing
numbers (if any) of the shares to which it relates and the
amount or respective amounts paid up thereon. Shares of
different classes may not be included in the same certificate.
(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.
LIEN
15 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 to the Company 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.
16 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.
17 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. The purchaser shall
not be bound to see to the application of the purchase money, nor shall
his title to the share be affected by any irregularity in or invalidity
of the proceedings in relation to the sale.
18 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
19 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.
20 A call shall be deemed to have been made at the time when the
resolution of the directors authorising the call was passed.
21 The joint holders of a share shall be jointly and severally liable
to pay all calls in respect of it.
22 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.
23 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.
24 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.
25 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.
26 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 dividends or other moneys payable in respect of the
forfeited shares and not paid before the forfeiture.
27 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.
28 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
29 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
30 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.
31 The directors may, in their absolute discretion and without giving any
reason, refuse to register any transfer of shares. 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 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.
32 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.
33 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.
34 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.
35 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.
DESTRUCTION OF DOCUMENTS
36 (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.
TRANSMISSION OF SHARES
37 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.
38 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.
39 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.
GENERAL MEETINGS
40 All general meetings other than annual general meetings shall be called
extraordinary general meetings.
41 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
42 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 105(2) shall apply.
43 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 or by sending it by
facsimile to a facsimile number given to the Company for this purpose.
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, or otherwise at
any address outside of the United Kingdom.
44 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.
45 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.
46 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 facsimile shall be deemed to have been
received one hour after despatch and confirmation of transmission shall
be conclusive evidence that notice was given.
47 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
48 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, and to all persons entitled to a share in
consequence of the death or bankruptcy of a member or otherwise by
operation of law. Nothing in these Articles shall prevent a general
meeting being called at short notice in accordance with the Act.
49 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.
ACCOUNTS
50 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.
PROCEEDINGS AT GENERAL MEETINGS
51 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.
52 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.
53 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.
54 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.
55 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.
56 The chairman may adjourn a meeting at which a quorum is present to
another time and place 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.
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, subject to the meeting being called at short
notice in accordance with the Act, 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.
57 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.
58 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.
59 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.
60 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.
61 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. 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.
62 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.
63 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.
64 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.
65 Subject to the provisions of the Act, a resolution in writing signed by
or on behalf of each member who would have been entitled to vote upon
it if it had been proposed at a general meeting at which he was present
shall be as valid and effective as if the same had been passed at a
general meeting of the Company duly convened and held. Any such
resolution in writing may consist of one or more instruments in like
form each signed by or on behalf of one or more members.
PROXIES
66 An instrument appointing a proxy shall be in writing in any usual form
or in any other form which the directors may approve (which may include
provision for two-way voting) 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 or sent by facsimile in accordance with these articles shall
supersede 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. Delivery of an instrument
of proxy shall not preclude a member from attending and voting at the
meeting or at any adjournment of it.
67 The instrument appointing a proxy must be deposited at the Office or at
such other place in the United Kingdom, or sent by facsimile to such
facsimile number, as is specified for that purpose in or by way of note
to or in any document accompanying the notice convening the meeting
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 unless
the chairman of the meeting agrees otherwise. 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.
68 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.
VOTES OF MEMBERS
69 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.
70 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.
71 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.
72 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.
73 On a poll, votes may be given either personally or by proxy or (in the
case of a corporate member or corporation sole) 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.
74 A vote given or poll demanded by a 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 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.
75 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 or of a corporation sole shall be the same as a
demand made by the member except that for the purpose of establishing
whether the requirements of article 58 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
76 Any corporation or corporation sole which is a member of the Company
(in this article the "grantor") may (by resolution of its directors or
other governing body or by authority given under seal or under hand of
any officer duly authorised by it) 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
77 Unless otherwise determined by the Company by ordinary resolution the
number of directors (other than alternate directors) shall not be
subject to a maximum but shall not be less than two.
Share qualification
78 A director shall not be required to hold any shares in the Company
by way of qualification.
Fees
79 The directors shall be entitled to such remuneration as the Company may
by ordinary resolution determine, and, unless the resolution provides
otherwise, the remuneration 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
80 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. A director appointed to an executive office shall not cease to
be a director merely because his appointment to such office terminates.
General
81 Notwithstanding any other provision of these articles, while the
Company is a subsidiary, the immediate holding company for the time
being of the Company may appoint any person to be a director or remove
any director (including any alternate director) from office. Every such
appointment or removal shall be in writing and signed by or on behalf
of the said holding company and shall take effect upon receipt at the
Office or by the secretary.
82 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.
83 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.
84 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.
Retirement by rotation
85 The directors shall not be required to retire by rotation.
DISQUALIFICATION AND REMOVAL OF DIRECTORS
86 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. In default of such election the
vacancy arising upon the removal of a director from office may be
filled as a casual vacancy.
87 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.
88 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;
or
(h) the director is removed from office pursuant to article 81.
Disclosure of Interests
89 (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;
(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;
and
(c) a director shall not in any circumstances be required
to disclose to the directors that he is a director or
other officer of, or employed by, or interested in
shares or other securities of, any body corporate
which is the ultimate holding company of the Company
or is a subsidiary of such ultimate holding company.
Authority to award pensions and gratuities
90 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
91 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. A person may
act as alternate director to represent more than one director.
92 An alternate director shall be entitled to receive notices (in any
manner provided in article 105(2)) 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 his appointor 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.
93 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.
94 An alternate director shall cease to be an alternate director:
(a) if his appointor ceases to be a director; but, if a
director retires but is reappointed 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; or
(b) on the happening of any event which if he were a
director would cause him to vacate his office as a
director.
95 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 and shall take effect in accordance with the
terms of the notice on receipt of such notice by the Company.
96 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
97 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
98 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.
Appointments
99 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
100 (1) The directors may delegate any of their powers or
discretions to committees consisting of one or more directors.
Any such committee shall, unless the directors otherwise
resolve, have power to sub-delegate to sub-committees
consisting of one or more directors or to any employee or
agent of the Company any of the powers or discretions
delegated to it. The directors may also delegate to any
director holding any executive office such of its powers as
the directors consider desirable to be exercised by him. Any
delegation in accordance with this article, may be made
subject to such conditions as the directors or the committee,
as appropriate, may specify, and may be revoked or altered.
The directors may co-opt on to any such committee or
sub-committee persons other than directors, who may enjoy
voting rights in the committee or sub-committee. Insofar as
any such power or discretion is delegated to a committee,
sub-committee, employee or agent of the Company or director
holding executive office, 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,
sub-committee, employee or agent of the Company or director
holding executive office. Any committee or sub-committee so
formed or such employee or any agent of the Company or
director holding executive office shall, in the exercise of
the power so delegated, conform to any regulations which may
from time to time be imposed by the directors.
(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.
101 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
102 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
103 (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 103(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 92, an alternate
director who is not himself a director shall, if his appointor
is not present, be counted in the quorum.
Entitlement to vote
104 A director may vote at a meeting of the directors or a committee of the
directors on any resolution concerning a transaction or arrangement
with the Company or in which the Company is interested, or concerning
any other matter in which the Company is interested, notwithstanding
that he is interested in that transaction, arrangement or matter or has
in relation to it a duty which conflicts or may conflict with the
interests of the Company.
General
105 (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. Notice of a meeting of
the directors shall be deemed to be properly given to a
director if it is given to him personally or by word of mouth
or sent in writing to him by post to his last known address or
any other address given by him to the Company for this purpose
or by facsimile to a facsimile number given by him to the
Company for this purpose. 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.
106 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
107 A resolution in writing executed by all the directors entitled to
receive notice of a meeting of the directors or of a committee or
sub-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 or sub-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
108 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 or sub-committees of the directors, including
the names of the directors present at each such meeting.
SECRETARY
109 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
Authority required for use of seal
110 The seal and any securities seal shall only be used by the authority of
a resolution of the directors or of a committee of the directors. The
directors may determine who shall sign any instrument executed under
the seal and unless otherwise so determined it shall be signed by at
least one director and the secretary or by at least two directors. Any
document may be executed under the seal by impressing the seal by
mechanical means or by printing the seal or a facsimile of it on such
document or by applying the seal or a facsimile of it by any other
means to such document.
Certificates for shares and debentures
111 The directors may by resolution determine either generally or in any
particular case that any certificates for shares or debentures or
representing any other form of security executed under the seal or in
accordance with Article 113 may have signatures affixed to them by some
mechanical means, or printed thereon or, in the case of a certificate
executed under the seal, need not bear any signature.
Official seal for use abroad
112 The Company may exercise the powers conferred by section 39 of the
Act with regard to having an official seal for use abroad.
Execution of instrument as a deed under hand
113 Where the Act so permits, any instrument signed, with the authority of
a resolution of the directors or of a committee or sub-committee of the
directors, by one director and the secretary or by two directors and
expressed to be executed by the Company, shall have the same effect as
if executed under the seal.
Delivery of deeds
114 A document which is executed by the Company as a deed shall not be
deemed to be delivered by the Company solely as a result of its having
been executed by the Company.
RECORD DATES
115 Notwithstanding any other provision of these articles, and in
accordance with the Statutes, 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.
DIVIDENDS
Final Dividends
116 The Company may by ordinary resolution declare dividends but no
dividend shall exceed the amount recommended by the directors.
Interim Dividends
117 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.
118 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.
119 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
120 (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.
Interest on dividends
121 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.
Retention of dividends
122 (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
123 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
124 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
125 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
126 (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 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.
(2) To carry on, expand and extend the businesses and activities of
the company or any part or parts of them (including, without
limitation, the business of a public electricity supplier).
(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 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.
(5) 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.
(6) 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.
(7) 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.
(8) To carry on all or any of the businesses of designers,
developers, anufacturers, 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.
(9) 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.
(10) 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.
(11) 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.
(12) 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.
(13) 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.
(14) 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.
(15) 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.
(16) 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.
(17) 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.
(18) 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.
(19) 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).
(20) 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.
(21) 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.
(22) 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.
(23) 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.
(24) 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.
(25) 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.
(26) 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.
(27) 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.
(28) 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.
(29) 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.
(30) 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.
(31) 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.
(32) 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.
(33) 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.
*(34) 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.
(35) 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.
(36) 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.
(37) 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 -
* Sub-clause (34) was added by Special Resolution of the Company passed on
20th November 1990.
(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 -
(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.
(38) 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.
(39) 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.
(40) 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.
(41) 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.
(42) 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.
(43) To procure the Company to be registered or recognised in
any part of the world.
(44) 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.
(45) To dispose by any means of the whole or any part of the
assets of the Company or of any interest therein.
(46) 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.
(47) 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.
(48) 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.
(49) 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(pound)50,000, divided into 50,000
shares of(pound)1 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 (pound)150,000,001 by
the creation of 149,950,000 ordinary shares of (pound)1 and by the creation
of one special rights redeemable preference share of (pound)1 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
EXHIBIT D
FROM TAX DEPARTMENT
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, 1997
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
<PAGE>
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
CSW Power Marketing, Inc. 75-2696741
Dallas, Texas
Ash Creek Mining Company 73-1008093
Tulsa, Oklahoma
Transok Gas Company 75-2142711
Tulsa, Oklahoma
Transok Gas Processing Company 73-1398682
Tulsa, Oklahoma
Transok Properties, Inc. 73-1414200
Tulsa, Oklahoma
Southwest Arkansas Utilities Corp. 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
<PAGE>
Noah I Power G.P., Inc. 33-0489753
Dallas, Texas
CSW Orange, Inc. 75-2505862
Dallas, Texas
CSW Communications, Inc. 75-2548781
Dallas, Texas
CSWC Southwest Holding, Inc. 74-2803758
Dallas, Texas
CSWC TeleChoice Management, Inc. 74-2803759
Dallas, Texas
CSWC TeleChoice, Inc. 74-2803760
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 Mulberry II, Inc. 75-2562612
Dallas, Texas
CSW Orange II, Inc. 75-2562609
Dallas, Texas
<PAGE>
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.
<PAGE>
"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.
<PAGE>
(b) The consolidated regular tax, exclusive of the AMT & Foreign Tax
Credit ("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
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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 1996 and all
subsequent years until this Agreement is revised in writing.
<PAGE>
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, 1996.
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
--------------------------------
Lawrence B. Connors, Controller
Central and South West Services, Inc.
By /s/ E.R. Brooks
---------------------------------
Chairman and Chief Executive Officer
<PAGE>
Central Power and Light Company
By /s/ M. Bruce Evans
---------------------------------
President
Public Service Company of Oklahoma
By /s/ T.D. Churchwell
---------------------------------
President
Southwestern Electric Power Company
By /s/ Michael D. Smith
---------------------------------
President
West Texas Utilities Company
By /s/ Floyd W. Nickerson
---------------------------------
President
Transok, Inc.
Transok Gas 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.
<PAGE>
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
Enershop, Inc.
By /s/ Richard H. Bremer
---------------------------------
President
Ash Creek Mining Company
<PAGE>
By /s/ E. Michael Williams
---------------------------------
President
Southwest Arkansas Utilities Corporation
By /s/ Thomas H. DeWeese
---------------------------------
President
CSW Communications, Inc.
CSWC Southwest Holding, Inc.
CSWC TeleChoice Management, Inc.
CSWC TeleChoice, Inc.
By /s/ Donald A. Shahan
---------------------------------
President
CSW International, Inc.
CSW International (U.K.), Inc.
CSW International Two, Inc.
CSW International Three, Inc.
By /s/ Terry D. Dennis
---------------------------------
President
CSW Power Marketing, Inc.
By /s/ Terry D. Dennis
---------------------------------
President
ENVIRONMENTAL LABORATORY ANALYSIS
1996
Sabine Mining Company $185,270
Dolet Hills Mining Venture 84,972
CK and Associates 7,860
General Electric 2,937
Colton Environmental 735
Knoll Pharmacueticals 630
Miscellaneous (less than $500) 1,616
TOTAL $284,020
CSW EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION 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,
programs and specific compensation practices. This review is designed to ensure
proper programs are in place to enable the Corporation to achieve its strategic
and operating objectives, provide superior value to its stockholders and
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 program with
those offered by comparable companies within the utility and general industry.
For each component of compensation as well as total compensation, the
Compensation Committee seeks to ensure the Corporation's level of compensation
for expected levels of performance approximates the average for executive
officers in similar positions at comparable companies. In most years, this means
that the level of total compensation for expected performance will be near the
average for comparable companies. Performance above or below the expected levels
is reflected in a corresponding increase or reduction in the incentive portion
of the Corporation's compensation program.
To further this pay for performance philosophy, the Compensation
Committee has increased the percentage of pay that varies in relation to
performance and has slowed the growth in base pay.
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 corporate, business unit and/or individual
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 Utility Peer
Group 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 it 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 is generally provided
to all employees, including group health, life, disability and accident
insurance plans, tax-advantage reimbursement accounts, a defined 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 matched to
a comparable position within the utility industry and is valued at both the 50th
percentile market level as well as the 75th percentile of the market. In some
cases, these positions are common in both the utility industry and general
industry. In these cases, comparison are made to both markets. The position is
then evaluated based on the position's overall contribution to corporate goals.
This internal weighting is combined with the value the market places on the
associated job responsibilities, and a salary is assigned to that position.
Each year the assigned salary values are reviewed against market
conditions, including compensation practices in the Utility Peer Group,
inflation, and supply and demand in the labor markets. If these conditions
change significantly there may be an adjustment to base salary. Finally, the
results of the executive officer's performance over the past year becomes part
of the basis of the Compensation Committee's decision to approve, at its
discretion, base salaries of executive officers.
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, business unit 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 zero 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 business unit of the Corporation, a
third equally weighted index consisting of a performance index for that business
unit may, at the discretion of the Committee, be factored into the composite
index.
The corporate performance index is determined by two equally weighted
measures--earnings per share and cash flow. Threshold, target and exceptional
levels for these objective measures are set by the Compensation Committee in the
first quarter of each year. The Compensation Committee considers both historic
performance and budgeted or expected levels of performance in setting these
targets.
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 work team, departmental or business unit performance which links to
corporate goals or initiatives. If an individual fails to achieve a minimum
threshold performance level on the individual performance index, that individual
does not earn an AIP award for the year.
The performance index for a given subsidiary business unit 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 business unit. The specific goals generally will
include achieving specific earnings levels and one or more non-financial goals
such as achievement of customer satisfaction ratings or productivity measures of
strategic goals. If a business unit 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.
Target awards for executive officers have been fixed at 50 percent of
salary for the chief executive officer, 45 percent of salary for executive and
senior vice presidents, 40 percent of salary for business unit presidents and 30
percent of salary for other executive officers. The corresponding maximum AIP
award that can be earned by the executive 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 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 1996, AIP awards were determined based on the corporate performance
index, the subsidiary business unit performance indices and the individual
performance index. For 1996, the Corporation achieved 102.27 percent of the
corporate performance index based on the earnings per share and cash flow
measures. Awards based on these results were paid in the form of cash to all
participants in January, 1997.
Incentive Programs - Long Term Incentive Plan. The Compensation
Committee rewards long-term performance with awards made pursuant to the Central
and South West Corporation 1992 Long-Term Incentive Plan (LTIP). The
Compensation Committee selects the form and amount of long-term awards based
upon its evaluation of which vehicles are best positioned to serve as effective
incentives for long-term performance.
Since 1992, the Compensation Committee has established long-term 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 specific dollar amount for each awardee
based on a percentage of Salary Midpoint. For 1997, the target award will be set
as a percentage of salary. 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 long-term award is based upon a comparison of the
Corporation's total stockholder return over a three-year period, cycle, against
total stockholder returns of utilities in the S&P Electric Utility Index 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 S&P Electric Utility Index, 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 this program.
Each year a new three-year performance cycle has been established. In
March 1996, the Committee reviewed total stockholder return results for the
period covering 1993-1995, and, because they were below the threshold for a
payout, no awards were granted. In January 1997, the Committee reviewed total
stockholder return results for the period covering 1994-1996. Results for this
period were below the threshold for a payout, therefore, no awards were granted.
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 the grantee to buy specific
numbers of shares of Common Stock at a specific 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 officer's realization of any value on the options depends upon stock
appreciation.
In January, 1996 the Compensation Committee authorized a stock option
grant to the top management of SEEBOARD. This award was intended to align
management's interests with stockholders interests in order to enhance the value
to the Corporation of this newly-acquired subsidiary. The grant vests equally
over the three years, 1997, 1998 and 1999.
As previously disclosed, 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 exempt compensation, including payments that are not
included 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 award must be based entirely on an objective formula, without
any subjective consideration of individual performance.
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).
Rationale for CEO Compensation
In 1996, Mr. Brooks' compensation was determined as described above
and is consistent with all of the Corporation's executive officers.
Mr. Brooks' annual salary increased to $700,000 in November, 1996. 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' leadership in guiding the
Corporation through a strategic restructuring to align its structure and
management to effectively compete in a deregulated environment, his role in
effectively transitioning SEEBOARD into the Corporation, his management of the
Corporation's position in the CPL rate case and related regulatory proceedings,
and a subjective review of the level of corporate earnings achieved in 1996. In
addition, as a part of its overall annual review of executive compensation, the
Compensation Committee reviewed Mr. Brooks' salary based on market information
for similar positions as well as changes in the salaries of chief executive
officers at comparable regional utilities (not limited to the Utility Peer
Group).
Mr. Brooks' target AIP award for 1996 was 50 percent of his salary. In
1996, the Corporation achieved 102.27 percent of its corporate objective based
on earnings per share and cash flows results, which together with the
Compensation Committee's subjective evaluation of Mr. Brooks' individual
performance, resulted in a $375,000 AIP award which was paid in cash in January,
1997. 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 restricted stock award of 16,300
shares as disclosed in the 1996 Proxy Statement. These shares were granted at a
share price of $27.75 and will vest in 25 percent increments over four years.
In 1996, the Compensation Committee established Mr. Brooks' performance
share target award for the 1996-1998 long-term incentive cycle of $436,745 to be
paid in shares of restricted stock in 1999 if performance measures are met. In
January, 1997, the Compensation Committee established Mr. Brooks' target award
for the 1997-1999 long-term incentive cycle of $490,000 to be paid in shares of
restricted stock in 2000 if performance measures are met. In both cases, the
target amount was derived by reference to the number and value of grants to
chief executive officers at comparable companies (not limited to the Utility
Peer Group).
EXECUTIVE COMPENSATION COMMITTEE
Joe H. Foy, Chairman
Molly Shi Boren
Robert W. Lawless
J.C. Templeton
Lloyd D. Ward
Cash and Other Forms of Compensation
The following table sets forth the aggregate cash and other
compensation for services rendered for the fiscal years of 1996, 1995, and 1994
paid or awarded by the Corporation to the Chief Executive Officer and each of
the four most highly compensated executive officers (Named Executive Officers).
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
Awards Payouts
Other
Annual Restricted Securities All Other
Compen- Stock Underlying LTIP Compen-
Name and Salary Bonus sation Award(s) Options/ Payouts sation
Principal Position Year ($) ($) (1) ($) ($)(1)(2) SARs(#) ($) ($)(3)
- ------------------- ---- -------------------------------- ---------- ---------- ----------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
E.R. Brooks 1996 657,692 374,354 22,267 417,688 -- -- 23,992
Chairman, President 1995 628,847 162,739 25,149 -- -- -- 23,956
and Chief Executive 1994 599,765 -- 20,577 -- 38,579 -- 24,485
Officer
T.V. Shockley, III 1996 435,212 242,565 10,746 248,563 -- -- 21,742
Executive Vice 1995 406,870 105,448 8,441 -- -- -- 21,706
President 1994 392,389 -- 12,693 -- 23,702 -- 22,235
Ferd. C. Meyer, Jr. 1996 345,051 209,898 8,910 194,750 -- -- 21,742
Senior Vice 1995 336,547 86,444 12,354 -- -- -- 21,706
President and 1994 320,637 -- 8,236 -- 18,459 -- 22,235
General Counsel
Glenn D. Rosilier 1996 334,751 209,898 10,331 194,750 -- -- 23,992
Senior Vice 1995 326,500 86,444 6,706 -- -- -- 23,019
President and Chief 1994 311,541 -- 6,714 -- 18,459 -- 22,235
Financial Officer
Glenn Files(4) 1996 331,135 44,860 66,415 153,750 -- -- 23,992
Executive Vice 1995 266,223 85,048 19,144 -- -- -- 23,117
President 1994 246,699 50,000 10,032 -- 13,758 -- 6,750
Harry D. Mattison(5) 1996 183,083 242,565 8,871 248,563 -- -- 2,333,434
Former Executive Vice 1995 396,823 99,898 5,886 -- -- -- 23,956
President 1994 382,388 -- 8,765 -- 23,702 -- 24,485
- - ----------------------
(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 25 percent of the stock vesting on the first, second,
third and fourth anniversary dates. Upon vesting, shares of Common
Stock are re-issued without restrictions. The individual receives
dividends and may vote shares of restricted stock. The amount reported
in the table represents the market value of the shares at the date of
grant. As of the end of 1996, the aggregate restricted stock holdings
of each of the Named Executive Officers were:
</TABLE>
Restricted Stock Held Market Value at
at December 31, 1996 December 31, 1996
-------------------- -----------------
E.R. Brooks 17,074 $437,521
T.V. Shockley, III 10,178 260,811
Glenn Files 6,333 162,283
Ferd. C. Meyer, Jr. 8,013 205,337
Glenn D. Rosilier 8,035 205,897
Harry D. Mattison -- --
- - ---------------
(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 Compensation"
for a description of the Corporation's memorial gift program.
(4) Mr. Files was promoted to his position as Executive Vice President of the
Corporation in April, 1996. Therefore, $97,350 in salary and bonus was paid
to him by West Texas Utilities Company ("WTU") where he served as president
from 1992. Both 1994 and 1995 salary amounts were paid by WTU.
Additionally, in 1996 Mr. Files was reimbursed $25,662 for relocation
expenses incurred in connection with his transfer from WTU to the
Corporation.
(5) Upon his retirement in 1996, Mr. Mattison was paid an early retirement
package valued at $2,309,442.
Option/SAR Grants
No stock options or stock appreciation rights were granted in 1996. The
stock option plans are administered by the Executive Compensation Committee of
the Board, which has the authority to determine the individuals to whom and the
terms upon which option and SAR grants shall be made. Shown below is information
regarding option/SAR exercises during 1996 and unexercised options/SARs at
December 31, 1996 for the Named Executive Officers.
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in 1996
and Fiscal Year-End Option/SAR Values
Number of Securities Value of
Underlying Unexercised In-the-Money
Value Options/SARs at Year-End Options/SARs at Year-End($)
Shares Acquired Realized Exercisable/ Exercisable/
Name on Exercise(#) ($) Unexercisable Unexercisable(1)
- - -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
E. R. Brooks - - 54,315/12,860 -/10,442
T. V. Shockley, III - - 34,314/ 7,917 -/ 6,429
Glenn Files - - 19,067/ 4,586 -/ 3,724
Ferd. C. Meyer, Jr. - - 26,736/ 6,153 -/ 4,996
Glenn D. Rosilier - - 26,736/ 6,153 -/ 4,996
Harry D. Mattison 15,801 50,359 18,529/ 7,901 -/ 6,416
- - ---------------
(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,
1996 ($25.625 per share) and the exercise price per share of the
outstanding unexercisable and exercisable options ($16.250, $24.813 and
$29.625, as applicable).
</TABLE>
Long-Term Incentive Plan Awards in 1996
The following table shows information concerning certain
performance-based awards made to the Named Executive Officers during 1996 under
the LTIP:
<TABLE>
<CAPTION>
Performance or Estimated Future Payouts under
Number of Other Period Non-Stock Price Based Plans
Shares, Units or Until Maturation Threshold Target Maximum
Name Other Rights or Payout ($) ($) ($)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
E. R. Brooks -- 2 years -- 436,745 655,118
T. V. Shockley, III -- 2 years -- 242,564 363,846
Glenn Files -- 2 years -- 126,723 190,085
Ferd. C. Meyer, Jr. -- 2 years -- 192,407 288,611
Glenn D. Rosilier -- 2 years -- 192,407 288,611
Harry D. Mattison(1) -- -- -- -- --
- ----------------
(1) Mr. Mattison retired from the Corporation effective April 17, 1996 and
therefore is not entitled to future stock awards under the LTIP.
Payouts of these awards are contingent upon the Corporation 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 otherwise 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-based awards 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 such earn-out or 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 Plan"
for a more thorough discussion of the terms of the LTIP.
</TABLE>
Retirement Plan
Pension Plan Table
Annual Benefits After
Average Compensation Specified Years of Credited Service
- --------------------- -------------------------------------------------
15 20 25 30 or more
---------- ----------- ------------ ----------
$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
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, 1996,
for the Named Executive Officers are as follows: Mr. Brooks, 30 and 59; Mr.
Shockley, 13 and 51; Mr. Files, 25 and 49, Mr. Meyer, 15 and 57; and Mr.
Rosilier, 21 and 49. 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 age 60. 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.
The Corporation has entered into change in control agreements with the
individuals named in the Summary Compensation Table. The purpose of the
agreements is to assure the objective judgment, and to retain the loyalties of
these key individuals in the event the Corporation is faced with a potential
change in control. The change in control agreements entitle such individuals, in
the event any such individual is terminated by the Corporation within three
years after the change in control (and prior to the expiration of the
agreements), to receive a lump sum payment equal to four times base salary plus
target bonus, enhanced non-qualified retirement benefits, continued health and
other welfare benefits for up to three years, and various other non-qualified
benefits. The individuals will also be eligible for an additional payment, if
necessary, to make them whole for an excise tax on excess payments imposed.
Meetings and Compensation
The Board held 6 regular meetings and 4 special meetings during 1996.
Directors who are not also officers and employees of the Corporation receive
annual cash director's 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. Beginning in 1997, the 1997 Director's Compensation Plan will award
non-employee directors an annual award of 600 phantom stock shares which vest
upon termination from the Board and are then converted into one-for-one shares
of Common Stock. 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. Directors who are also officers and employees of the Corporation receive
no annual retainer 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 16 current directors and executive officers and 11 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 for
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 $16,402 per participant for
1996; $16,367 per participant for 1995; and $17,013 per participant for 1994.
Non-employee directors are provided the opportunity to enroll in a medical
and dental program offered by the company. This program is identical to the
employee plan and directors who elect coverage pay the same premium as active
employee participants in the plan. If a non-employee director terminates his
service on the board with ten or more years of service, that director is
eligible to receive retiree medical and dental benefits coverage from the
corporation.
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, 1997 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
1996, except for Lloyd D. Ward who attended 72% of the total meetings.
Security Ownership of Management
The following table shows securities beneficially owned as of December 31,
1996 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.........................................14,211 -
Molly Shi Boren......................................2,886 -
E.R. Brooks........................................113,690 -
Donald M. Carlton....................................5,230 -
T. J. Ellis..........................................2,000 -
Glenn Files.........................................33,723 -
Joe H. Foy...........................................8,717 -
T.M. Hagan..........................................11,740 -
Robert W. Lawless....................................3,137 -
Venita McCellon-Allen................................4,535 -
Ferd. C. Meyer, Jr..................................41,246 -
James L. Powell......................................4,211 -
Glenn D. Rosilier...................................60,676 -
Thomas V. Shockley, III.............................60,657 -
J.C. Templeton.......................................3,411 -
Lloyd D. Ward........................................2,157 -
All of the above and other officers as a group
(CSW Directors and Officers).......................413,799
- -----------------------
(1) Shares for Ms. McCellon-Allen and Messrs. Brooks, Files, Hagan,
Meyer, Rosilier, Shockley, and all CSW Directors and Officers include
1,500, 17,074, 6,333, 1,610, 8,013, 8,035, 10,178 and 58,552 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 1,289, 54,315, 19,067, 6,701, 26,736,
26,736, 34,331 and 189,917 shares of Common Stock underlying
immediately exercisable options held by Ms. McCellon-Allen, Messrs.
Brooks, Files, Hagan, Meyer, Rosilier, Shockley, and CSW Directors and
Officers, respectively.
(2) Percentages are all less than one percent and therefore are omitted.
Security Ownership of Certain Beneficial Owners
Set forth below are the only persons or groups known to the Corporation as
of December 31, 1996, 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 15,097,191 (1) 7.1%
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
998,086 shares and shared voting power as to 23,755 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 1996, 1995 and 1994
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 $100,000, and up to two additional individuals, if any, not holding an
executive officer position as of year-end but who held such a position at any
time during the year, and whose compensation for the year would have placed them
among the four most highly compensated executive officers.
Because of the functional restructuring CSW undertook during 1996,
certain of the Executive Officers of the U.S. Electric Operating Companies,
Messrs. Files, Bremer, Zemanek and Verret, are not actual employed by any of the
U.S. Electric Operating Companies. Instead, they are employed by CSW and manage
CSW business units and perform policy-making functions that are integral to the
U.S. Electric Operating Companies. Therefore, these individuals are included in
the Summary Compensation Table due to the functional perspective regarding the
management of the companies. For additional information regarding the
restructuring, see PART II-MD&A.
<TABLE>
<CAPTION>
U.S. ELECTRIC OPERATING COMPANIES
SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION
ANNUAL COMPENSATION AWARDS PAYOUTS
CSW
Other CSW Securities
Annual Restricted Underlying All Other
Compen- Stock Options/ LTIP Compen-
Name and Salary Bonus sation Award(s) SARs Payouts sation
Principal Position at Registrant Year ($) ($)(1) ($)(2) ($) (1)(3) (#) ($) ($) (4)
- - ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Glenn Files, President of CSW 1996 331,135 44,860 66,415 153,750 -- -- 23,992
Electric business unit (2,5) 1995 266,223 85,048 19,144 -- -- -- 23,117
1994 246,699 50,000 10,032 -- 13,758 -- 6,750
Richard H. Bremer, President 1996 305,910 144,404 73,711 153,750 -- -- 21,742
of CSW Energy Services 1995 298,372 89,358 14,691 -- -- -- 21,706
business unit (2,5) 1994 277,359 50,000 13,978 -- 15,901 -- 22,235
Robert L. Zemanek, President 1996 283,250 176,863 6,500 153,750 -- -- 23,992
of CSW Energy Delivery 1995 276,270 91,436 9,192 -- -- -- 23,117
business unit (5) 1994 262,962 -- 2,981 -- 14,792 -- 17,472
Richard Verret, President 1996 236,154 84,788 6,055 89,688 -- -- 7,590
of CSW Power Generation
business unit (5)
</TABLE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION
ANNUAL COMPENSATION AWARDS PAYOUTS
CSW
Other CSW Securities
Annual Restricted Underlying All Other
Compen- Stock Options/ LTIP Compen-
Name and Salary Bonus sation Award(s) SARs Payouts sation
Principal Position at Registrant Year ($) ($)(1) ($)(2) ($) (1)(3) (#) ($) ($) (4)
- - ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
M. Bruce Evans, 1996 208,000 91,376 70,783 89,688 -- -- 4,500
President of CPL (2,5)
Robert R. Carey, Former 1996 138,955 159,312 6,290 153,750 -- -- 1,445,588
President and CEO of CPL 1995 306,415 44,679 9,414 -- -- -- 23,117
(4,5) 1994 293,344 -- 516 -- 15,901 -- 23,763
T. D. Churchwell, 1996 192,500 24,097 79,730 38,438 -- -- 5,340
President of PSO (2,5) 1995 180,400 40,388 9,206 -- -- -- 4,500
1994 163,329 -- 180,191 -- 6,133 -- 4,500
Michael D. Smith, 1996 184,269 64,050 115,322 38,438 -- -- 5,340
President of SWEPCO (2,5)
Floyd W. Nickerson, 1996 147,692 36,384 69,665 38,438 -- -- 5,270
President of WTU (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.
1996 Relocation Reimbursements
--------------------------------------------------------------
Glenn Files $25,662
Richard H. Bremer 34,117
M. Bruce Evans 32,537
T.D. Churchwell 38,955
Michael D. Smith 63,818
Floyd W. Nickerson 37,416
In 1994, Mr. Churchwell was reimbursed $21,052 for relocation expenses and
$73,490 for loss on the sale of his home due to structural problems.
(3) 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 1996, the aggregate
restricted stock holdings of each of the Named Executive Officers are
presented in the following table.
Name Restricted Stock Held Market Value at
at December 31, 1996 December 31, 1996
------------------------------------------------------------------------
Glenn Files 6,333 $162,283
Richard H. Bremer 6,485 166,178
Robert L. Zemanek 6,324 162,053
Richard Verret 3,619 92,737
M. Bruce Evans 3,574 91,584
Robert R. Carey -- --
T. D. Churchwell 1,608 41,205
Michael D. Smith 1,631 41,794
Floyd W. Nickerson 1,515 38,822
(4) 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 $16,402 per participant for 1996, $16,367 for 1995 and
$17,013 for 1994. During 1996, Messrs. Bremer, Carey, Files and Zemanek
participated. 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. In 1996, a package valued at $1,422,933 was paid to Mr.
Carey upon his retirement.
(5) System Affiliations.
Messrs. Files, Bremer, Zemanek and Verret assumed policy making functions
for each of the U.S. Electric Operating Companies in 1996. Mr. Files
assumed the position of Executive Vice President of the U.S. Electric
Operating Companies in April of 1996. Mr. Bremer assumed the position of
President of CSW Energy Services in May of 1996, Mr. Zemanek assumed the
position of President of CSW Energy Delivery in May of 1996, while Mr.
Verret assumed the position of President of CSW Power Generation in May of
1996.
Messrs. Evans, Smith and Nickerson assumed policy-making positions at the
U.S. Electric Operating Companies during April and May of 1996. Prior to
that they, and Mr. Verret, were not in positions requiring their inclusion
in the Summary Compensation Table. Mr. Evans transferred from CSW Services
to assume the position of President of CPL upon the retirement of Mr.
Carey. Mr. Smith transferred from CSW Services to assume the position of
President of SWEPCO. Mr. Nickerson transferred from CSW Energy to assume
the position of President of WTU. Mr. Churchwell transferred from WTU,
were he was a policy-making executive officer, to assume the position of
President of PSO in May 1996.
Messrs. Verret, Evans, Smith and Nickerson received no compensation from
any of the U.S. Electric Operating Companies in 1995 and 1994.
OPTION/SAR GRANTS
No stock options or stock appreciation rights were granted in 1996 to
the Named Executive Officers herein. 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 1996 and unexercised
options/SARs at December 31, 1996 for the Named Executive Officers is presented
in the following table.
<TABLE>
<CAPTION>
Number of CSW Securities
Underlying Unexercised Value of
Value Options/SARs at Year-End In-the-MoneyOptions/SARs
Name Shares Acquired Realized (#) Exercisable/ at Year-End ($) Exercisable/
on Exercise (#) ($) Unexercisable/ Unexercisable (1)
- - -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Glenn Files -- -- 19,067/4,586 --/3,724
Richard H. Bremer -- -- 23,031/5,301 --/4,304
Robert L. Zemanek -- -- 20,499/4,931 --/4,004
Richard Verret -- -- 10,028/3,397 --/2,758
M. Bruce Evans 3,397 12,100 5,532/3,396 --/2,758
Robert R. Carey -- -- 24,531/5,301 --/4,304
T. D. Churchwell -- -- 7,223/2,045 --/1,661
Michael D. Smith -- -- 6,231/1,548 --/1,257
Floyd W. Nickerson -- -- 3,956/911 --/740
(1) Calculated based upon the difference between the closing price of CSW
Common on the New York Stock Exchange on December 31, 1996 ($25.625 per
share) and the exercise price per share of the outstanding options (ranging
from $16.25 to $29.625 per share).
</TABLE>
LONG-TERM INCENTIVE PLAN-AWARDS IN LAST FISCAL YEAR
Information concerning awards made to the Named Executive Officers
during 1996 under the LTIP is set forth in the following table.
<TABLE>
<CAPTION>
Performance or Estimated Future Payouts under
Number of CSW Other Period Non-Stock Price Based Plans
Shares, Units or Until Maturation Threshold Target Maximum
Name Other Rights (#) or Payout ($) ($) ($)
- - ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Glenn Files -- 2 years -- 126,723 190,085
Richard H. Bremer -- 2 years -- 146,437 219,656
Robert L. Zemanek -- 2 years -- 136,223 204,335
Richard Verret -- 2 years -- 90,667 136,001
M. Bruce Evans -- 2 years -- 90,667 136,001
Robert R. Carey -- 2 years -- 146,437 219,656
T. D. Churchwell -- 2 years -- 63,258 94,887
Michael D. Smith -- 2 years -- 54,740 82,110
Floyd W. Nickerson -- 2 years -- 47,369 71,054
</TABLE>
Payouts of these awards are contingent upon CSW 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 CSW. Except as
otherwise provided in the next sentence, if a change in control of CSW 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-based awards 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
such earn-out or 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.
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, 1996,
for the Named Executive Officers are presented in the following table.
Named Executive Officer Years of Credited Service Age
------------------------------------------------------------
Glenn Files 25 49
Richard H. Bremer 19 48
Robert L. Zemanek 24 47
Richard Verret 24 50
M. Bruce Evans 17 41
T. D. Churchwell 18 52
Michael D. Smith 6 45
Floyd W. Nickerson 17 39
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 1996 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 1996. No person serving during 1996 as an
executive officer of the U.S. 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 U.S. Electric Operating
Companies.
The registrants have entered into change in control agreements with the
individuals named in the Summary Compensation Table. The purpose of the
agreements is to assure the objective judgment, and to retain the loyalties of
these key individuals in the event CSW is faced with a potential change in
control. The change in control agreements entitle such individuals, in the event
any such individual is terminated by registrants within three years after the
change in control (and prior to the expiration of the agreements), to receive a
lump sum payment equal to four times base salary plus target bonus, enhanced
non-qualified retirement benefits, continued health and other welfare benefits
for up to three years, and various other non-qualified benefits. The individuals
will also be eligible for an additional payment, if necessary, to make them
whole for an excise tax on excess payments imposed.
SECURITY OWNERSHIP OF MANAGEMENT
The following tables show securities beneficially owned as of December
31, 1996, 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 U.S. 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 U.S. Electric Operating Companies has one or more series of
preferred stock outstanding. As of December 31, 1996, none of the individuals
listed in the following tables owned any shares of preferred stock of any U.S.
Electric Operating Company.
CPL'S BENEFICIAL OWNERSHIP AS OF DECEMBER 31, 1996
CSW Common
Underlying
Immediately
CSW Restricted Exercisable
Name Common (1) Stock (2)(3) Options (3)
- ---------------------------------------------------------------------
John F. Brimberry 360 -- --
E. R. Brooks 113,690 17,074 54,315
M. Bruce Evans 13,223 3,574 8,928
Glenn Files 33,723 6,333 19,067
Ruben M. Garcia -- -- --
Robert A. McAllen 1,500 -- --
Pete Morales, Jr. -- -- --
S. Loyd Neal, Jr. 1,197 -- --
H. Lee Richards 1,400 -- --
J. Gonzalo Sandoval 14,011 1,605 5,592
Gerald E. Vaughn 3,162 1,500 --
All of the above and other
officers as a group 203,602 30,086 107,133
(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, 1996
CSW Common
Underlying
Immediately
CSW Restricted Exercisable
Name Common (1) Stock (2)(3) Options (3)
- ---------------------------------------------------------------------
E. R. Brooks 113,690 17,074 54,315
T. D. Churchwell 10,672 1,608 7,223
Harry A. Clarke -- -- --
Glenn Files 33,723 6,333 19,067
Paul K. Lackey, Jr. -- -- --
Paula Marshall-Chapman -- -- --
William R. McKamey 11,490 1,500 1,986
Dr. Robert B. Taylor, Jr. -- -- --
All of the above and other
officers as a group 177,464 26,515 85,034
(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, 1996
CSW Common
Underlying
Immediately
CSW Restricted Exercisable
Name Common (1) Stock (2)(3) Options (3)
- - --------------------------------------------------------------------
E. R. Brooks 113,690 17,074 54,315
James E. Davison -- -- --
Glenn Files 33,723 6,333 19,067
Dr. Frederick E. Joyce -- -- --
Karen C. Martin 3,395 -- 1,625
William C. Peatross -- -- --
Maxine P. Sarpy 100 -- --
Michael D. Smith 8,533 1,631 6,231
All of the above and other
officers as a group 159,975 25,038 81,238
(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's BENEFICIAL OWNERSHIP AS OF DECEMBER 31, 1996
CSW Common
Underlying
Immediately
CSW Restricted Exercisable
Name Common (1) Stock (2)(3) Options (3)
- - --------------------------------------------------------------------
Richard F. Bacon 2,568 -- --
E. R. Brooks 113,690 17,074 54,315
Paul J. Brower 9,419 1,596 5,805
Glenn Files 33,723 6,333 19,067
Tommy Morris 2,000 -- --
Floyd W. Nickerson 6,814 1,515 3,956
Dian G. Owen 100 -- --
James M. Parker 5,000 -- --
Ted Steans -- -- --
F. L. Stephens 2,800 -- --
All of the above and other
officers as a group 178,576 26,518 83,143
(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 YEAR ENDED DECEMBER 31, 1996
OPERATING REVENUE
Sale Of Coal
Miscellaneous Operating Revenue $900
-----------
TOTAL OPERATING REVENUE 900
-----------
OPERATING EXPENSES
Provision for Reclamation Expense
Reclamation Expense - Actual 2,255,910
Reclamation Accrual Reversal - Credit (2,201,815)
General Mine Operation
General Mine Maintenance 317
Environmental Sampling 153
Royalties
Depreciation
Administrative and General (A) 114,080
Federal Income Taxes (958,928)
Deferred Income Taxes 744,993
Other Taxes 10
-----------
TOTAL OPERATING EXPENSES (45,280)
-----------
NET OPERATING INCOME 46,180
-----------
OTHER DEDUCTIONS
Interest Expense to PSO 352,664
Interest Expense Other
Miscellaneous Other Deduction - Property Write Down
Interest Income and Other
Gain on Sales of Assets (1)
-----------
TOTAL OTHER DEDUCTIONS 352,663
-----------
NET INCOME (LOSS) ($306,483)
===========
<PAGE>
ASH CREEK MINING COMPANY
BALANCE SHEET
AS OF DECEMBER 31, 1996
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
Materials & 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 DECEMBER 31, 1996 AND 1995
ASSETS 1996 1995 INC/(DEC)
---------- ---------- ---------
Electric plant leased to other $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 212,954 170,731 42,223
--------- --------- --------
TOTAL CURRENT ASSETS 212,954 170,731 42,223
TOTAL ASSETS $ 525,577 $ 483,354 42,223
========= ========= ========
CAPITALIZATION AND LIABILITIES
Common stock issued $ 50,000 $ 50,000 --
Unappropriated retained earnings 306,479 305,656 823
--------- --------- --------
TOTAL CAPITALIZATION 356,479 355,656 823
CURRENT LIABILITIES:
Accounts payable - associated
companies 108,600 64,593 44,007
Other 206 2,813 (2,607)
--------- --------- --------
108,806 67,406 41,400
DEFERRED CREDITS:
Deferred income taxes (SFAS 109) 60,292 60,292 --
TOTAL LIABILITIES 169,098 127,698 41,400
TOTAL CAPITALIZATION AND LIABILITIES $ 525,577 $ 483,354 42,223
========= ========= ========
<PAGE>
THE ARKLAHOMA CORPORATION
STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
REVENUES 1996 1995 INC/(DEC)
---------- ---------- ---------
Interest Income $ 8,661 $ 25,231 (16,570)
Other -- -- --
--------- --------- --------
Total Revenues 8,661 25,231 (16,570)
--------- --------- --------
OPERATING EXPENSES:
Administrative and General 6,770 6,348 422
Other 808 713 140
--------- --------- --------
Total Operating Expenses 7,578 7,061 562
--------- --------- --------
INCOME BEFORE FEDERAL AND
STATE INCOME TAXES 1,083 18,170 (17,087)
FEDERAL AND STATE INCOME TAXES 260 2,775 (2,515)
--------- --------- --------
CUMMULATIVE EFFECT OF CHANGE
IN ACCOUNTING FOR INCOME TAXES
(SFAS 109) -- -- --
NET INCOME (LOSS) $ 823 $ 15,395 (14,572)
========= ========= ========
RETAINED EARNINGS
Balance at Beginning of Period $305,656 $580,261 (274,605)
Add: Net income 823 15,395 (14,572)
Deduct: Dividends Declared -- 290,000 (290,000)
Retained Earnings, end of year $306,479 $305,656 823
========= ========= ========
<PAGE>
THE ARKLAHOMA CORPORATION
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1996 AND 1995
1996 1995 INC/(DEC)
---------- ---------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 823 $ 15,395 (14,572)
Change In Certain Assets and Liabilities
(using) providing cash -
Other Current Assets -- -- --
Accounts Payable 41,400 (76,618) 118,018
Net Cash Provided From (Used In)
Operating Activities 42,223 (61,223) 103,446
CASH FLOWS USED IN FINANCING ACTIVITIES:
Cash Dividends Declared On Common Stock -- (290,000) 290,000
NET INCREASE (DECREASE) IN CASH 42,223 (61,223) --
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 170,731 521,954 (351,223)
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $212,954 $170,731 42,223
========= ========= ========
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION:
Cash (Refunded) Paid During The Year
For Income Taxes $ 2,867 $ 640 2,227
========= ========= ========
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.
<PAGE>
THE ARKLAHOMA CORPORATION
ELECTRIC PLANT
NOVEMBER 1996
<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 2,561,863
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 CORPORTION
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> Dec-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 8,397
<OTHER-PROPERTY-AND-INVEST> 84
<TOTAL-CURRENT-ASSETS> 1,533
<TOTAL-DEFERRED-CHARGES> 509
<OTHER-ASSETS> 2,809
<TOTAL-ASSETS> 13,332
<COMMON> 740
<CAPITAL-SURPLUS-PAID-IN> 1,022
<RETAINED-EARNINGS> 2,040
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3,802
33
292
<LONG-TERM-DEBT-NET> 3,926
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 90
<COMMERCIAL-PAPER-OBLIGATIONS> 943
<LONG-TERM-DEBT-CURRENT-PORT> 201
1
<CAPITAL-LEASE-OBLIGATIONS> 8
<LEASES-CURRENT> 2
<OTHER-ITEMS-CAPITAL-AND-LIAB> 4,034
<TOT-CAPITALIZATION-AND-LIAB> 13,332
<GROSS-OPERATING-REVENUE> 5,155
<INCOME-TAX-EXPENSE> 224
<OTHER-OPERATING-EXPENSES> 4,136
<TOTAL-OPERATING-EXPENSES> 4,360
<OPERATING-INCOME-LOSS> 795
<OTHER-INCOME-NET> (61)
<INCOME-BEFORE-INTEREST-EXPEN> 734
<TOTAL-INTEREST-EXPENSE> 419
<NET-INCOME> 447
18
<EARNINGS-AVAILABLE-FOR-COMM> 429
<COMMON-STOCK-DIVIDENDS> 358
<TOTAL-INTEREST-ON-BONDS> 208
<CASH-FLOW-OPERATIONS> 875
<EPS-PRIMARY> 2.07
<EPS-DILUTED> 2.07
</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-31-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 3,419,018
<OTHER-PROPERTY-AND-INVEST> 1,404
<TOTAL-CURRENT-ASSETS> 178,312
<TOTAL-DEFERRED-CHARGES> 43,400
<OTHER-ASSETS> 1,186,129
<TOTAL-ASSETS> 4,828,263
<COMMON> 168,888
<CAPITAL-SURPLUS-PAID-IN> 405,000
<RETAINED-EARNINGS> 868,932
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,442,820
0
250,351
<LONG-TERM-DEBT-NET> 1,323,054
<SHORT-TERM-NOTES> 52,525
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 200,000
0
<CAPITAL-LEASE-OBLIGATIONS> 81
<LEASES-CURRENT> 82
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,559,350
<TOT-CAPITALIZATION-AND-LIAB> 4,828,263
<GROSS-OPERATING-REVENUE> 1,300,688
<INCOME-TAX-EXPENSE> 98,451
<OTHER-OPERATING-EXPENSES> 916,590
<TOTAL-OPERATING-EXPENSES> 1,015,041
<OPERATING-INCOME-LOSS> 285,647
<OTHER-INCOME-NET> (11,145)
<INCOME-BEFORE-INTEREST-EXPEN> 274,502
<TOTAL-INTEREST-EXPENSE> 127,451
<NET-INCOME> 147,051
13,563
<EARNINGS-AVAILABLE-FOR-COMM> 133,488
<COMMON-STOCK-DIVIDENDS> 128,000
<TOTAL-INTEREST-ON-BONDS> 110,375
<CASH-FLOW-OPERATIONS> 410,278
<EPS-PRIMARY> 0.64
<EPS-DILUTED> 0.64
</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-31-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,302,893
<OTHER-PROPERTY-AND-INVEST> 12,762
<TOTAL-CURRENT-ASSETS> 66,700
<TOTAL-DEFERRED-CHARGES> 3,939
<OTHER-ASSETS> 45,303
<TOTAL-ASSETS> 1,431,597
<COMMON> 157,230
<CAPITAL-SURPLUS-PAID-IN> 180,000
<RETAINED-EARNINGS> 145,943
<TOTAL-COMMON-STOCKHOLDERS-EQ> 483,173
0
19,826
<LONG-TERM-DEBT-NET> 380,301
<SHORT-TERM-NOTES> 42,867
<LONG-TERM-NOTES-PAYABLE> 40,000
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 465,430
<TOT-CAPITALIZATION-AND-LIAB> 1,431,597
<GROSS-OPERATING-REVENUE> 735,265
<INCOME-TAX-EXPENSE> 37,558
<OTHER-OPERATING-EXPENSES> 595,970
<TOTAL-OPERATING-EXPENSES> 633,528
<OPERATING-INCOME-LOSS> 101,737
<OTHER-INCOME-NET> (35,511)
<INCOME-BEFORE-INTEREST-EXPEN> 66,226
<TOTAL-INTEREST-EXPENSE> 34,748
<NET-INCOME> 31,478
816
<EARNINGS-AVAILABLE-FOR-COMM> 30,662
<COMMON-STOCK-DIVIDENDS> 35,000
<TOTAL-INTEREST-ON-BONDS> 28,586
<CASH-FLOW-OPERATIONS> 142,618
<EPS-PRIMARY> 0.15
<EPS-DILUTED> 0.15
</TABLE>
<TABLE> <S> <C>
<ARTICLE> opur1
<CIK> 0000092487
<NAME> SOUTHWESTERN ELECTRIC POWER COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,851,958
<OTHER-PROPERTY-AND-INVEST> 2,881
<TOTAL-CURRENT-ASSETS> 177,678
<TOTAL-DEFERRED-CHARGES> 29,555
<OTHER-ASSETS> 37,084
<TOTAL-ASSETS> 2,099,156
<COMMON> 135,660
<CAPITAL-SURPLUS-PAID-IN> 245,000
<RETAINED-EARNINGS> 321,801
<TOTAL-COMMON-STOCKHOLDERS-EQ> 702,461
32,464
16,032
<LONG-TERM-DEBT-NET> 539,324
<SHORT-TERM-NOTES> 57,495
<LONG-TERM-NOTES-PAYABLE> 50,000
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 145
1,200
<CAPITAL-LEASE-OBLIGATIONS> 7,827
<LEASES-CURRENT> 2,415
<OTHER-ITEMS-CAPITAL-AND-LIAB> 689,793
<TOT-CAPITALIZATION-AND-LIAB> 2,099,156
<GROSS-OPERATING-REVENUE> 920,786
<INCOME-TAX-EXPENSE> 39,870
<OTHER-OPERATING-EXPENSES> 742,833
<TOTAL-OPERATING-EXPENSES> 782,703
<OPERATING-INCOME-LOSS> 138,083
<OTHER-INCOME-NET> (21,178)
<INCOME-BEFORE-INTEREST-EXPEN> 116,905
<TOTAL-INTEREST-EXPENSE> 50,349
<NET-INCOME> 66,556
3,053
<EARNINGS-AVAILABLE-FOR-COMM> 63,503
<COMMON-STOCK-DIVIDENDS> 44,000
<TOTAL-INTEREST-ON-BONDS> 31,274
<CASH-FLOW-OPERATIONS> 199,925
<EPS-PRIMARY> 0.31
<EPS-DILUTED> 0.31
</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-31-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 673,364
<OTHER-PROPERTY-AND-INVEST> 700
<TOTAL-CURRENT-ASSETS> 68,798
<TOTAL-DEFERRED-CHARGES> 8,957
<OTHER-ASSETS> 58,560
<TOTAL-ASSETS> 810,379
<COMMON> 137,214
<CAPITAL-SURPLUS-PAID-IN> 2,236
<RETAINED-EARNINGS> 123,077
<TOTAL-COMMON-STOCKHOLDERS-EQ> 262,527
0
6,291
<LONG-TERM-DEBT-NET> 275,070
<SHORT-TERM-NOTES> 14,833
<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> 251,658
<TOT-CAPITALIZATION-AND-LIAB> 810,379
<GROSS-OPERATING-REVENUE> 377,057
<INCOME-TAX-EXPENSE> 15,338
<OTHER-OPERATING-EXPENSES> 309,985
<TOTAL-OPERATING-EXPENSES> 325,323
<OPERATING-INCOME-LOSS> 51,734
<OTHER-INCOME-NET> (9,922)
<INCOME-BEFORE-INTEREST-EXPEN> 41,812
<TOTAL-INTEREST-EXPENSE> 25,241
<NET-INCOME> 16,571
264
<EARNINGS-AVAILABLE-FOR-COMM> 16,307
<COMMON-STOCK-DIVIDENDS> 19,000
<TOTAL-INTEREST-ON-BONDS> 21,169
<CASH-FLOW-OPERATIONS> 70,763
<EPS-PRIMARY> 0.08
<EPS-DILUTED> 0.08
</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 Finance Company |
--------------------------
|
|
--------------------------
| CSW Investments |
--------------------------
|
|
|
------------------------------
| |
-------------------------- -------------------------
| CSW (UK) plc | | SEEBOARD plc |
-------------------------- -------------------------
|
-------------------------
| SEEBOARD |
-------------------------
Exhibit H-2
ORGANIZATIONAL CHART
Investments in Exempt Wholesale Generators
--------------------------
| Central and South West |
| Corporation |
--------------------------
|
|
|
--------------------------
| CSW Energy, Inc. |
--------------------------
| |
| ---------------------------------
| | |
-------------------------- ----------- ---------------
| CSW Development - 3 | | Newgulf | | CSW Power |
| Inc | ----------- | Marketing Inc |
-------------------------- ---------------
|
|
|
------------------------------------------
| | |
| | |
| | |
---------------- ----------------- -----------------
| CSW Northwest | | CSW Northwest | | Northwest Power |
| GP, Inc. | | LP, Inc. | | Company LLC |
---------------- ----------------- -----------------
