<PAGE> 1
File No. 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-1 APPLICATION-DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
___________________________________________
TRANSOK, INC.
P.O. Box 3008
Tulsa, Oklahoma 74101
(Name of company filing this statement and
address of principal executive offices)
___________________________________________
CENTRAL AND SOUTH WEST CORPORATION
(Name of top registered holding company parent)
___________________________________________
Stephen J. McDonnell, Treasurer
Central and South West Corporation
P.O. Box 660164
Dallas, Texas 75202
F. Joseph Becraft, President
Transok, Inc.
P.O. Box 3008
Tulsa, Oklahoma 74101
Joris M. Hogan
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
(Names and addresses of agents for service)
<PAGE> 2
Transok, Inc. ("Transok"), an Oklahoma corporation, is a wholly
owned subsidiary of Central and South West Corporation ("CSW"), a Delaware
corporation and a registered holding company under the Public Utility Holding
Company Act of 1935, as amended (the "Act"). CSW has four principal electric
operating utility subsidiaries: Central Power and Light Company ("CPL"),
Public Service Company of Oklahoma ("PSO"), Southwestern Electric Power
Company ("SWEPCO") and West Texas Utilities Company ("WTU") (collectively, the
"Operating Companies").
Transok, located in Tulsa, Oklahoma, is an intrastate natural gas
transmission, gathering, storage, processing and marketing company. In
addition to providing natural gas services in support of the fuel requirements
of CPL, SWEPCO and WTU, Transok provides PSO with gas transportation services
for all its gas requirements and gas storage to balance its daily gas use and
administers all its gas supply contracts. Transok's pipeline systems are
located in Oklahoma, Texas and Louisiana. Transok also owns and operates
eight gas processing plants and an underground gas storage reservoir in
Oklahoma.
Item 1. Description of Proposed Transactions.
Transok hereby requests authority to simplify its corporate and
operating structure by combining the assets and operations held by certain of
its subsidiaries with like assets and operations held by Transok, as described
below (the "Combination"). The Combination would result in certain tax,
regulatory compliance and managerial benefits and efficiencies. In addition,
it would simplify the corporate structure of Transok by eliminating one of its
first-tier subsidiaries and two of its second-tier subsidiaries. Set forth in
Exhibits 5 and 6 are diagrams of the current and proposed Transok corporate
structures.
<PAGE> 3
By order dated September 26, 1991, the Commission authorized
Transok's acquisition of the natural gas gathering, transmission and marketing
business of TEX/CON Oil and Gas Company ("TEX/CON"), a wholly owned subsidiary
of BP Exploration, Inc. (HCAR No. 25385, File No. 70-7872, the "TEX/CON
Order"). Transok acquired the natural gas gathering, transmission and
marketing business ("GTM Business") of TEX/CON for the primary purpose of
improving Transok's ability to provide the Operating Companies with a reliable
and economical source of natural gas for their electric power generation
needs. TEX/CON's GTM Business: (i) provided gathering and transportation
services through interests in three major regional natural gas pipeline
systems; (ii) marketed natural gas, through its own and other pipeline
systems, to markets across the United States; and (iii) through its interests
in gas processing plants, processed volumes of natural gas and extracted
natural gas liquids, marketing the gas and liquids to a variety of customers.
TEX/CON had operated its GTM Business through assets owned directly
by TEX/CON and indirectly through its wholly owned subsidiary, Lear Petroleum
Corporation ("Lear"). Prior to the acquisition by Transok, TEX/CON
transferred all its assets related to the GTM Business to Lear and its
subsidiaries. On September 27, 1991, Transok, through its wholly owned
subsidiary Transok Acquisition Company ("TAC"), purchased all of the
outstanding common stock of Lear from TEX/CON, thereby acquiring the GTM
Business. Effective October 25, 1991, Lear was merged into TAC, with TAC
being the surviving entity. On December 17, 1991, TAC changed the names of
three of the four Lear subsidiaries acquired from TEX/CON to Transok Gas
Transmission Company ("Transmission"), Transok Gas Company ("Marketing") and
Transok Gas Gathering Company ("Gathering"). On January 15, 1992, the fourth
Lear subsidiary, a company organized under the laws of the Netherlands
<PAGE> 4
Antilles, was domesticated in Delaware under the name Transok Gas Processing
Company ("Processing"). Thus, Transok is the direct and sole owner of TAC,
and TAC is the direct and sole owner of the former operating subsidiaries of
Lear and TEX/CON: Gathering, Transmission, Processing and Marketing. The gas
processing assets that Transok owned prior to the TEX/CON acquisition were
transferred to Processing on December 31, 1992. However, the transmission and
gathering assets and operations that Transok owned prior to the TEX/CON
acquisition are still owned directly by Transok.
The Combination would be accomplished by (i) the merger of TAC into
Transok, with Transok being the surviving corporation, and (ii) the subsequent
mergers of Transmission and Gathering into Transok, with Transok being the
surviving corporation. After the completion of these mergers, Transok would
have three first-tier subsidiaries (Processing, Marketing and Transok
Properties, Inc., a corporation that holds a 50% interest in the partnership
that owns Transok's headquarters office building in Tulsa pursuant to
authorization from the Commission (HCAR No. 35-25704, File No. 70-8065
(December 11, 1992)), and no second-tier subsidiaries. The current Transok
corporate structure is shown in Exhibit 5, and the proposed Transok corporate
structure after the Combination is shown in Exhibit 6.
The Combination would be accounted for in accordance with Accounting
Principles Board Opinion No. 16. All of the intercompany accounts receivable
and accounts payable between TAC and Transok, Transmission and Transok, and
Gathering and Transok, would be eliminated. Transok's investment in TAC and
subsequent investments in Transmission and Gathering would be eliminated (set
off) against the equity accounts of TAC, Transmission and Gathering. The
assets and liabilities of TAC, Transmission and Gathering would be transferred
to Transok at their book values. The Combination would not result in any
change in the consolidated financial statements of Transok.
<PAGE> 5
Transok believes that the Combination would result in several
benefits and efficiencies. It is anticipated that these benefits and
efficiencies would include (i) a fairer valuation of the assets of
Transmission and Gathering for purposes of the Oklahoma ad valorem tax; (ii)
simplified and less costly internal and external accounting operations; (iii)
reduced and less costly administrative functions in order to meet regulatory
compliance and reporting requirements; (iv) reduced managerial and
administrative activities of the businesses involved in the Combination; and
(v) simplified and less costly contracting procedures for both Transok and
its customers.
Item 2. Fees, Commissions and Expenses.
The estimate of the fees to be paid or incurred by CSW and Transok
in connection with the transactions are as follows:
Holding Company Act Filing Fee .................. $ 2,000*
Counsel Fees:
Milbank, Tweed, Hadley & McCloy ............... 15,000
Miscellaneous and incidental expenses,
including travel, telephone, copying
and postage ................................... 1,000
-------
Total ...................................... $18,000
=======
_______________
* Actual amount.
Item 3. Applicable Statutory Provisions .
Sections 9, 10 and 12 and Rules 23, 42 and 43 promulgated thereunder
are or may be applicable to the proposed transactions described herein. To
the extent any other sections of the Act or Rules thereunder may be applicable
to the proposed transactions, CSW and Transok request appropriate orders
thereunder.
<PAGE> 6
Item 4. Regulatory Filings and Approvals.
No state regulatory authority and no federal regulatory authority,
other than the Commission under the Act, have jurisdiction over the proposed
transactions.
Item 5. Procedure.
Transok requests that the Commission issue and publish not later
than November 18, 1994, the requisite notice under Rule 23 with respect to the
filing of this Application-Declaration, such notice to specify a date not
later than December 9, 1994, as the date after which an order granting and
permitting this Application-Declaration to become effective may be entered by
the Commission, and that the Commission enter not later than December 12, 1994
an appropriate order granting and permitting this Application-Declaration to
become effective.
Transok respectfully requests that appropriate and timely action be
taken by the Commission in this matter in order to permit consummation of the
Combination on or prior to December 31, 1994 in order to be able to realize
the benefits and efficiencies referred to above during the full 1995 year and
to have an appropriate transaction date for accounting and regulatory
compliance and reporting purposes.
No recommended decision by a hearing officer or other responsible
officer of the Commission is necessary or required in this matter. The
Division of Corporate Regulation of the Commission may assist in the
preparation of the Commission's decision on this matter. There should be no
30-day waiting period between the issuance and the effective date of any order
issued by the Commission in this matter, and CSW and Transok respectfully
request that any such order be made effective immediately upon the entry
thereof.
<PAGE> 7
Item 6. Exhibits and Financial Statements.
Exhibit 1 - Preliminary opinion of Milbank, Tweed, Hadley & McCloy,
counsel for Transok (to be filed by amendment).
Exhibit 2 - Final or "past tense" opinion of Milbank, Tweed, Hadley
and McCloy, counsel for Transok (to be filed with
Certificate of Notification).
Exhibit 3 - Proposed Notice of Proceeding.
Exhibit 4 - Balance Sheet as of September 30, 1994, and Statement
of Income for the 12 months ended September 30, 1994,
of Transok and consolidated subsidiaries (to be filed
by amendment).
Exhibit 5 - Current Corporate Structure of Transok, Inc. System
Companies.
Exhibit 6 - Proposed Corporate Structure of Transok, Inc. System
Companies.
Item 7. Environmental Effects.
The proposed transaction does not involve major federal action
having a significant effect on the human environment. No federal agency has
prepared or is preparing an environmental impact statement with respect to the
proposed transaction.
<PAGE> 8
S I G N A T U R E
- - - - - - - - -
Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, as amended, the undersigned company has duly caused this document
to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: November 10, 1994
TRANSOK, INC.
By: /s/ F. JOSEPH BECRAFT
F. Joseph Becraft
President and Chief
Executive Officer
<PAGE> 1
INDEX OF EXHIBITS
EXHIBIT TRANSMISSION
NUMBER EXHIBIT METHOD
- ------- ------- ------------
1 Preliminary opinion of Milbank, ---
Tweed, Hadley & McCloy, counsel for
Transok (to be filed by amendment).
2 Final or "past tense" opinion of ---
Milbank, Tweed, Hadley & McCloy,
counsel for Transok (to be filed
with Certificate of Notification).
3 Proposed Notice of Proceeding. Electronic
4 Balance Sheets as of September 30, ---
1994, and Statement of Income for
the 12 months ended September 30,
1994, of Transok and consolidated
subsidiaries (to be filed by
amendment).
5 Current Corporate Structure of Electronic
Transok, Inc. System Companies.
6 Proposed Corporate Structure of Electronic
Transok, Inc. System Companies.
<PAGE> 1
EXHIBIT 3
---------
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- )
Filings Under the Public Utility Company Act of 1935 ("Act")
November __, 1994.
Notice is hereby given that the following filing(s) has/have been
made with the Commission pursuant to provisions of the Act and rules
promulgated thereunder. All interested persons are referred to the
application(s) and/or declaration(s) for complete statements of the proposed
transaction(s) summarized below. The application(s) and/or declaration(s) and
any amendments thereto is/are available for public inspection through the
Commission's Office of Public Reference.
Interested persons wishing to comment or request a hearing on the
application(s) and/or declaration(s) should submit their views in writing by
October 11, 1994 to the Secretary, Securities and Exchange Commission,
Washington, D.C. 20549, and serve a copy on the relevant applicant(s) and/or
declarant(s) at the address(es) specified below. Proof of service (by
affidavit or, in case of any attorney at law, by certificate) should be filed
with the request. Any request for hearing shall identify specifically the
issues of fact or law that are disputed. A person who so requests will be
notified of any hearing, if ordered, and will receive a copy of any notice or
order issued in the matter. After said date, the application(s) and/or
declaration(s), as filed or as amended, may be granted and/or permitted to
become effective.
<PAGE> 2
Transok, Inc. (70- )
Transok, Inc. ("Transok"), P.O. Box 3008, Tulsa, Oklahoma 74101,
has filed an application under Sections 9, 10 and 12 of the Act. Transok
proposes to simplify its corporate and operating structure by combining the
assets and operations held by certain of its subsidiaries with like assets and
operations held by Transok (the "Combination"). Transok states that the
Combination would result in certain tax, regulatory compliance and managerial
benefits and efficiencies. In addition, it would simplify the corporate
structure of Transok by eliminating one of its first-tier subsidiaries and two
of its second-tier subsidiaries.
At present, Transok has two first-tier subsidiaries, Transok
Acquisition Corporation ("TAC") and Transok Properties, Inc. ("Properties").
TAC has four subsidiaries, Transok Gas Transmission Company ("Transmission"),
Transok Gas Gathering Company ("Gathering"), Transok Gas Processing Company
("Processing") and Transok Gas Company ("Marketing"). The Combination would
be accomplished by (i) the merger of TAC into Transok, with Transok being the
surviving corporation, and (ii) the subsequent mergers of Transmission and
Gathering into Transok, with Transok being the surviving corporation. After
the completion of these mergers, Transok would have three first-tier
subsidiaries (Properties, Processing and Marketing) and no second-tier
subsidiaries.
The Combination would be accounted for in accordance with
Accounting Principles Board Opinion No. 16. All of the intercompany accounts
receivable and accounts payable between TAC and Transok, Transmission and
Transok and Gathering and Transok, would be eliminated. Transok's investment
in TAC and subsequent investments in Transmission and Gathering would be
<PAGE> 3
eliminated (set off) against the equity accounts of TAC, Transmission and
Gathering. The assets and liabilities of TAC, Transmission and Gathering
would be transferred to Transok at their book values. The Combination would
not result in any change in the consolidated financial statements of Transok.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Jonathan G. Katz
Secretary
<PAGE> 1
<TABLE>
EXHIBIT 5
---------
<CAPTION>
CURRENT CORPORATE STRUCTURE
TRANSOK, INC. System Companies
<S> <C> <C> <C>
________________
| |
| Transok, Inc. |
|________________|
|
|
___________________________________|
| |
| |
__________________________ _____________________________
| | | |
| Transok Properties, Inc. | | Transok Acquisition Company |
|__________________________| |_____________________________|
|
|
|
_______________________________________________________________________________________________
| | | |
| | | |
| | | |
__________________________ __________________________ __________________________ __________________________
| | | | | | | |
| Transok Gas | | Transok Gas | | Transok Gas | | Transok Gas |
| Transmission Company | | Company | | Processing Company | | Gathering Company |
|__________________________| |__________________________| |__________________________| |__________________________|
</TABLE>
<PAGE> 1
<TABLE>
EXHIBIT 6
---------
<CAPTION>
PROPOSED CORPORATE STRUCTURE
TRANSOK, INC. System Companies
<S> <C> <C>
________________
| |
| Transok, Inc. |
|________________|
|
|
|
|
____________________________________________|______________________________________________
| | |
| | |
__________________________ ________________________________ __________________________
| | | | | |
| Transok Properties, Inc. | | Transok Gas Processing Company | | Transok Gas Company |
|__________________________| |________________________________| |__________________________|
</TABLE>
