-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O7dsjOg/Bdn/IkqLSd0TMP23aeZDB11KVmtVMJAs3b0cGiLZhQemv/nnEHNf3udc bTUrW4WJ4qCOfsDS4bFl6Q== 0000018540-96-000003.txt : 19960123 0000018540-96-000003.hdr.sgml : 19960123 ACCESSION NUMBER: 0000018540-96-000003 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960122 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL & SOUTH WEST CORP CENTRAL INDEX KEY: 0000018540 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 510007707 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-00343 FILM NUMBER: 96505807 BUSINESS ADDRESS: STREET 1: 1616 WOODALL RODGERS FRWY CITY: DALLAS STATE: TX ZIP: 75202 BUSINESS PHONE: 2147541000 S-3 1 As filed with the Securities and Exchange Commission on January 22, 1996 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ CENTRAL AND SOUTH WEST CORPORATION (Exact name of registrant as specified in its charter) Delaware 1616 Woodall Rodgers Freeway 51-0007707 (State or other Dallas, Texas 75202 (I.R.S. Employer jurisdiction of incorpor- (214) 777-1000 Identification No.) ation or organization) (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ____________________ Stephen J. McDonnell Treasurer Central and South West Corporation 1616 Woodall Rodgers Freeway Dallas, Texas 75202 (214) 777-1000 (Name, address, including zip code, and telephone number, including area code, of agent for service) ____________________ Copies to: FERD. C. MEYER, JR., ESQ. ROBERT B. WILLIAMS, ESQ. Senior Vice President and General Counsel JORIS M. HOGAN, ESQ. Central and South West Corporation Milbank, Tweed, Hadley & McCloy 1616 Woodall Rodgers Freeway 1 Chase Manhattan Plaza Dallas, Texas 75202 New York, New York 10005 (214) 777-1000 (212) 530-5000 ____________________ Approximate date of commencement of proposed sale to the public: From time to time after the Registration Statement becomes effective. ____________________ If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. [X] ____________________ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] ____________________ CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Each Maximum Maximum Class of Amount Offering Aggregate Amount of Securities To To Be Price Offering Registration Be Registered Registered Per Unit* Price* Fee - ------------------------------------------------------------------------------ Common Stock, par value $3.50 per share 13,000,000 shares $27.25 $354,250,000 $122,156 - ----------------------------------------------------------------------------- * Estimated solely for purposes of determining the registration fee pursuant to Rule 457(c) under the Securities Act and based upon the average of the high and low prices of the Common Stock as reported on the consolidated reporting system on January 15, 1996. ____________________ The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. _____________________________________________________________________________ SUBJECT TO COMPLETION, DATED JANUARY 22, 1996 PROSPECTUS 13,000,000 Shares Central and South West Corporation Common Stock (Par Value $3.50 Per Share) ____________________ Central and South West Corporation (the "Company") may offer from time to time, up to 13,000,000 additional shares ("Additional Common Stock") of its Common Stock, par value $3.50 per share (the "Common Stock"), on terms determined by market conditions at the time of sale. The number of shares of Additional Common Stock in respect of which this Prospectus is being delivered will be set forth in one or more prospectus supplements ("Prospectus Supplement"), together with the terms of the offering of the Additional Common Stock. The outstanding shares of Common Stock are, and any shares of the Additional Common Stock offered pursuant to a Prospectus Supplement will be, subject to notice of issuance, listed on the New York and Chicago Stock Exchanges under the symbol "CSR". On January 15, 1996, the last reported sale price of Common Stock on the New York Stock Exchange was $27.25 per share. ____________________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. _____________________ The Additional Common Stock may be sold directly by the Company, through agents designated from time to time or through underwriters. The names of any such agents or underwriters, any applicable discounts, commissions or allowances, a description of any indemnification arrangements and the net proceeds to the Company from the sale of shares of Additional Common Stock will be set forth in a Prospectus Supplement. See "Plan of Distribution" herein. The date of this Prospectus is __________ __, 1996. **************************************************************************** * Information contained herein is subject to completion or amendment. A * * registration statement relating to these securities has been filed with * * the Securities and Exchange Commission. These securities may not be sold* * nor may offers to buy be accepted prior to the time the registration * * statement becomes effective. This prospectus shall not constitute an * * offer to sell or the solicitation of an offer to buy nor shall there be * * any sale of these securities in any jurisdiction in which such offer, * * solicitation or sale would be unlawful prior to registration or * * qualification under the securities laws of any such jurisdiction. * **************************************************************************** _____________________ IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK OR CHICAGO STOCK EXCHANGES OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. No dealer, salesperson or any other person has been authorized to give any information or to make any representations other than those contained or incorporated by reference in this Prospectus and, with respect to the Additional Common Stock, the Prospectus Supplement relating thereto, and if given or made, such information or representations must not be relied upon as having been authorized by the Company or any underwriter, dealer or agent. Neither this Prospectus nor any Prospectus Supplement constitutes an offer or solicitation by any person in any jurisdiction in which it is unlawful to make an offer or solicitation. The delivery of this Prospectus and any Prospectus Supplement at any time does not imply that the information herein is correct as of any time subsequent to the date of this Prospectus and any Prospectus Supplement. _____________________ AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy or information statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy or information statements and other information can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C., 20549-1004, and at the following Regional Offices of the Commission: Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and 7 World Trade Center, New York, New York 10048. Copies of such material can also be obtained at prescribed rates from the Public Reference Section of the Commission at its principal office at 450 Fifth Street, N.W., Washington, D.C. 20549-1004. The Company's Common Stock is listed on the New York and Chicago Stock Exchanges under the symbol "CSR". Such reports, proxy statements and other information concerning the Company may be inspected at such exchanges. _____________________ INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents heretofore filed by the Company with the Commission pursuant to the Exchange Act are incorporated by reference in this Prospectus: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1994. (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995, June 30, 1995 and September 30, 1995 and the Company's Form 10-Q/A for the quarter ended September 30, 1995. (c) The Company's Current Reports on Form 8-K dated January 17, 1995, April 6, 1995, May 23, 1995, June 9, 1995, July 10 1995, September 6, 1995, September 27, 1995, September 28, 1995, October 12, 1995 and January 19, 1996. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering of the Additional Common Stock shall be deemed also to be incorporated by reference into this Prospectus from their respective dates of filing. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company hereby undertakes to provide without charge to each person to whom this Prospectus is delivered, upon the written or oral request of any such person, a copy of any or all of the foregoing documents incorporated herein by reference (not including exhibits to such documents which are not specifically incorporated by reference in such documents). Requests for such copies should be directed to Central and South West Corporation, Shareholder Services Department, P.O. Box 660164, Dallas, Texas 75266-0164, or by calling the toll-free number 1-800-527-5797. THE COMPANY The Company is a registered public utility holding company under the Public Utility Holding Company Act of 1935, as amended. The Company owns all of the outstanding shares of common stock of four electric operating subsidiaries (collectively, the "Electric Operating Subsidiaries"): Central Power and Light Company, Public Service Company of Oklahoma, Southwestern Electric Power Company, and West Texas Utilities Company. These companies provide electric service to approximately 1.6 million customers in a widely diversified area covering 152,000 square miles in portions of the States of Arkansas, Louisiana, Oklahoma and Texas. Other Subsidiaries owned by the Company are Transok, Inc., ("Transok") a natural gas gathering, transmission, processing, storage and marketing company, which transports for and sells natural gas to the Electric Operating Subsidiaries, as well as processing, transporting and selling natural gas to and for non-affiliates; CSW Energy, Inc.and CSW International Inc., which pursue cogeneration projects and other energy ventures within the United States and internationally; CSW Credit, Inc., which purchases the accounts receivable of the Electric Operating Subsidiaries, Transok and certain non-affiliated electric utilities; CSW Communications, Inc., which provides communication services to the Electric Operating Subsidiaries, Transok and certain non-affiliates; CSW Leasing, Inc., which invests in leveraged leases; and Central and South West Services, Inc., which performs, at cost, various accounting, engineering, tax, legal, financial, electronic data processing, centralized economic dispatching of electric power and other services to the Company and its subsidiaries. The Company's offices are located at 1616 Woodall Rodgers Freeway, Dallas, Texas 75202, telephone number (214) 777-1000. DIVIDENDS AND PRICE RANGE OF COMMON STOCK Quarterly dividends on the Company's Common Stock have been paid continuously since its incorporation in 1947 and the Company's annual dividend has increased in each of the last forty-three years. Future cash dividends will be dependent upon the policies of the Company's Board of Directors and the Company's earnings, financial condition and other factors. Dividends have historically been paid at the end of February, May, August and November. The following tabulation shows for the periods indicated, cash dividends paid and the range of the high and low sales prices of the Common Stock based on New York Stock Exchange composite transactions as reported by the Wall Street Journal. 1995 _____________________________ Dividends Price Range ________________ Paid High Low ____ _______ ______ 1st Qtr $0.430 $24-7/8 $22-3/8 2nd Qtr $0.430 $26-5/8 $24-1/8 3rd Qtr $0.430 $26-3/8 $24-1/8 4th Qtr $0.430 $28-3/8 $25-1/2 1994 _____________________________ Dividends Price Range ________________ Paid High Low ____ _______ ______ 1st Qtr $0.425 $30-7/8 $24-1/8 2nd Qtr $0.425 $26-1/4 $20-1/8 3rd Qtr $0.425 $22-7/8 $20-7/8 4th Qtr $0.425 $23-5/8 $20-1/8 1993 _____________________________ Dividends Price Range ________________ Paid High Low ____ _______ ______ 1st Qtr $0.405 $33-1/4 $28-5/8 2nd Qtr $0.405 $34-1/4 $28-3/4 3rd Qtr $0.405 $33-7/8 $32-1/4 4th Qtr $0.405 $33 $28-1/4 For a recent closing sale price of the Common Stock, as reported on the New York Stock Exchange, see the cover page hereof. On January 16, 1996, the Company had 73,910 shareholders of record. USE OF PROCEEDS Unless otherwise specified in a Prospectus Supplement, the Company intends to use the net proceeds from the sale of the Additional Common Stock offered hereby and by a Prospectus Supplement to reduce indebtedness, to provide working capital and for other general corporate purposes. DESCRIPTION OF COMMON STOCK General The following description of the terms of the Common Stock sets forth general terms and provisions of the Common Stock to which any Prospectus Supplement may relate. The number of shares of Additional Common Stock and the purchase price and initial public offering price, if any, of such shares offered by any Prospectus Supplement will be set forth therein. The description of the Common Stock set forth below and in any Prospectus Supplement does not purport to be complete and is subject to and qualified in its entirety by reference to the Company's Second Restated Certificate of Incorporation, as amended (the "Charter"), which is filed as an exhibit to the Registration Statement of which this Prospectus is a part. The total authorized stock of the Company consists of 350,000,000 shares of Common Stock of the par value of $3.50 each. Each outstanding share of Common Stock entitles the holder to one vote. Dividends are payable on the Common Stock when and as determined by the Company's Board of Directors, out of funds legally available therefor. In the ordinary course, the payment to the Company by the Electric Operating Subsidiaries of dividends on outstanding shares of their common stock is the traditional source of the Company's dividend payments to its shareholders. Such payment is subject to certain limitations or restrictions contained in the Electric Operating Subsidiaries' respective mortgage indentures which secure certain of their long-term debt. Unrestricted retained earnings of the Electric Operating Subsidiaries aggregated approximately $1.38 billion at September 30, 1995. The holders of Common Stock are entitled to share ratably in the assets of the Company in the event of liquidation. Shareholders do not have any preemptive rights. Change in Control and Business Combination Provisions The Charter (i) provides for the classification of directors, with three-year staggered terms, and a requirement of an affirmative vote of the holders of 80% of the outstanding shares of Common Stock to remove any director from office, and (ii) requires the affirmative vote of the holders of (a) 80% of the outstanding shares of Voting Stock (as defined therein) and (b) a majority of outstanding shares of Voting Stock of the Company, excluding any shares beneficially owned by an Interested Shareholder (as defined therein), to approve a Business Combination (as defined therein), unless the Business Combination shall have been approved by a majority of the Continuing Directors (as defined therein) or unless a certain minimum price requirement is met in connection with the applicable Business Combination. Miscellaneous The outstanding shares of Common Stock are, and the shares of Additional Common Stock will upon issuance be, fully paid and nonassessable. The Company will apply for the listing of the Additional Common Stock on the New York Stock Exchange, effective upon official notice of issuance. Central and South West Services, Inc. is the Transfer Agent and Registrar for the Common Stock. PLAN OF DISTRIBUTION The Company may sell the Additional Common Stock (i) through competitive bidding, (ii) through negotiation with one or more underwriters, (iii) through one or more agents designated from time to time, (iv) directly to purchasers or (v) through any combination of the above. The Prospectus Supplement with respect to the Additional Common Stock being offered thereby will set forth the terms of the offering of such Additional Common Stock, including the name or names of any underwriters and the amount of Additional Common Stock to be purchased by each underwriter, the purchase price of such Additional Common Stock and the proceeds to the Company from such sale, any underwriting discounts and other items constituting underwriters' compensation, any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. If an underwriter or underwriters are utilized in the sale, the Company will execute an underwriting agreement with such underwriters at the time of sale. The Additional Common Stock will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of the sale. Unless otherwise indicated in the Prospectus Supplement, the underwriting agreement will provide that the underwriter or underwriters are obligated to purchase all of the Additional Common Stock offered in the Prospectus Supplement if any are purchased. If any of the Additional Common Stock is sold through an agent or agents designated by the Company from time to time, the Prospectus Supplement will name any such agent, set forth any commissions payable by the Company to any such agent and set forth the obligations of such agent with respect to the Additional Common Stock. Unless otherwise indicated in the Prospectus Supplement, any such agent will be acting on a best efforts basis for the period of its appointment. In connection with the sale of the Additional Common Stock, any purchasers, underwriters or agents may receive compensation from the Company or from purchasers in the form of concessions or commissions. The underwriters will be, and any agents and any dealers participating in the distribution of the Additional Common Stock may be, deemed to be underwriters within the meaning of the Securities Act of 1933, as amended (the "Act"). The agreement between the Company and any purchasers, underwriters or agents will contain covenants of indemnity, and will provide for contribution by the Company in respect of its indemnity obligations, between the Company and the purchasers, underwriters or agents against certain liabilities, including liabilities under the Act. Certain of the underwriters or agents and their associates may engage in transactions with, or perform services for, the Company and its affiliates in the ordinary course of business. LEGAL OPINIONS Legal opinions relating to the validity of the Additional Common Stock will be given by Milbank, Tweed, Hadley & McCloy, One Chase Manhattan Plaza, New York, New York 10005, counsel for the Company, and Sidley & Austin, One First National Plaza, Chicago, Illinois 60603, counsel for the Underwriters. Sidley & Austin has from time to time represented the Company and certain of its Electric Operating Subsidiaries in connection with certain matters. EXPERTS The audited consolidated financial statements and schedules of the Company and its consolidated subsidiaries incorporated by reference in this Prospectus, and elsewhere in the registration statement, have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports dated February 13, 1995, with respect thereto, and are incorporated herein by reference in reliance upon the authority of said firm as experts in accounting and auditing in giving said reports. The financial statements of SEEBOARD plc as of March 31, 1995 and 1994, and for each of the years in the two year period ended March 31, 1995, have been incorporated by reference herein and in the registration statement upon reliance of the report of KPMG, Chartered Accountants, Registered Auditors, incorporated herein by reference and upon the authority of said firm as experts in accounting and auditing. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The estimated expenses in connection with the issuance and distribution of the securities being registered, other than underwriting compensation, are: Securities and Exchange Commission registration fee . . . .$122,156* Public Utility Holding Company Act filing fee . . . . . . . 2,000* Printing expenses . . . . . . . . . . . . . . . . . . . . . 40,000 Listing fee of the New York Stock Exchange . . . . . . . . 42,000 Accounting fees . . . . . . . . . . . . . . . . . . . . . . 50,000 Reimbursement of underwriters' expenses and counsel fees in connection with qualification or registration of the Additional Common Stock under state securities or "blue sky" laws . . . . . . . . . . . 5,000 Expenses of Central and South West Services, Inc. . . . . . . . . . . . . . . . . . . . . . 25,000 Counsel Fees: Milbank, Tweed, Hadley & McCloy New York, New York . . . . . . . . . . . . . . . . . . . 125,000 Miscellaneous and incidental expenses, including travel, telephone, copying, postage, etc. . . . . . . . . . . . . . . . . . . . . . . 88,844 -------- Total $500,000 ======== _______________ * Actual Amount. Item 15. Indemnification of Directors and Officers. Section 145 of the General Corporation Law of the State of Delaware, the state of incorporation of the Company, confers broad powers upon corporations incorporated in that State with respect to indemnification of any person against liabilities incurred by reason of the fact that such person 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 or other business entity. The provisions of Section 145 are not exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement or otherwise. The Second Restated Certificate of Incorporation of the Company, as amended, contains a provision that eliminates the personal liability of the Company's directors to the Company or its shareholders for or with respect to any acts or omissions in the performance of his or her duties as a director of the Company to the full extent permitted by the Delaware General Corporation Law. The Second Restated Certificate of Incorporation, as amended, and Bylaws of the Company provide that directors and officers of the Company shall be indemnified to the full extent permitted by the laws of the State of Delaware against liability for certain of their acts. In addition, the Company has purchased directors and officers liability insurance. Item 16. Exhibits. Exhibit No. Description of Exhibits 1 - Form of Underwriting Agreement. 4(a) - Second Restated Certificate of Incorporation, as amended, of the Company (incorporated herein by reference to Exhibits 3.1 and 3.2 to the Company's Form 10-Q for the Quarter ended June 30, 1995, File No. 1-1443). 4(b) - Bylaws, as amended, of the Company (incorporated herein by reference to Exhibit 3(b) to the Company's Annual Report on Form 10-K for the year ended December 31, 1990, File No. 1-1443). 5 - Opinion of Milbank, Tweed, Hadley & McCloy, counsel for the Company, as to the legality of the shares of Additional Common Stock. 23(a) - Consent of Arthur Andersen LLP. 23(b) - Consent of KPMG, Chartered Accountants, Registered Auditors. 23(c) - Consent of Milbank, Tweed, Hadley & McCloy (contained in Exhibit 5 above). 24 - Power of Attorney (included on pages II-5 and II-6). Item 17. Undertakings. The undersigned registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (a) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (b) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereto) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (c) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that the undertakings set forth in paragraphs (1)(a) and (1)(b) do not apply if the registration statement is on Form S-3 and the information required to be included in a post-effective amendment by these paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; (2) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and (4) that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant 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 it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, hereunto duly authorized in the City of Dallas, State of Texas, on January 22, 1996. CENTRAL AND SOUTH WEST CORPORATION By:/s/STEPHEN J. MCDONNELL Stephen J. McDonnell Treasurer POWER OF ATTORNEY Each person whose signature appears below hereby authorizes and appoints Stephen J. McDonnell and Stephen D. Wise or either of them, as his or her attorney-in-fact, with full power of substitution and resubstitution to sign and file on his or her behalf individually and in each such capacity stated below any and all amendments and post-effective amendments to this Registration Statement and any registration statement of the Company relating to Common Stock filed after the date hereof pursuant to Rule 462(b) under the Securities Act of 1933, as fully as such person could in person, hereby verifying and confirming all that said attorney-in-fact, or either of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 22, 1996. Signature Title /s/E. R. BROOKS Chairman of the Board, President, E. R. Brooks Chief Executive Officer (principal executive officer) /s/HARRY D. MATTISON Executive Vice President and Director Harry D. Mattison /s/THOMAS V. SHOCKLEY, III Executive Vice President Thomas V. Shockley, III and Director /s/GLENN D. ROSILIER Senior Vice President and Glenn D. Rosilier Chief Financial Officer (principal financial officer) /s/WENDY G. HARGUS Controller (principal accounting Wendy G. Hargus officer) Signature Title /s/GLENN BIGGS Director Glenn Biggs /s/MOLLY SHI BOREN Director Molly Shi Boren /s/DONALD M. CARLTON Director Donald M. Carlton /s/THOMAS H. CRUIKSHANK Director Thomas H. Cruikshank /s/JOE H. FOY Director Joe H. Foy /s/ROBERT W. LAWLESS Director Robert W. Lawless /s/JAMES L. POWELL Director James L. Powell /s/JAMES C. TEMPLETON Director James C. Templeton /s/LLOYD D. WARD Director Lloyd D. Ward _____________________________ Director Thomas J. Ellis INDEX TO EXHIBITS Exhibit Transmission No. Exhibit Method 1 Form of Underwriting Agreement. Electronic 4(a) Second Restated Certificate of Incorporated Incorporation of the Company by Reference (Incorporated herein by reference to Exhibits 3.1 and 3.2 to the Company's Form 10-Q for the Quarter ended June 30, 1995, File No. 1-1443). 4(b) Bylaws, as amended, of the Company Incorporated (Incorporated herein by reference to by Reference Exhibit 3(b) to the Company's Annual Report on Form 10-K for the year ended December 31, 1990, File No. 1-1443). 5 Opinion of Milbank, Tweed, Hadley & Electronic McCloy, counsel for the Company, as to the legality of the shares of Additional Common Stock. 23(a) Consent of Arthur Andersen LLP. Electronic 23(b) Consent of KPMG, Chartered Accountants, Electronic Registered Auditors. 23(c) Consent of Milbank, Tweed, Hadley & --- McCloy (contained in Exhibit 5 above). 24 Power of Attorney (included on pages --- II-5 and II-6). EX-1 2 EXHIBIT 1: UNDERWRITING AGREEMENT EXHIBIT 1 _______ Shares CENTRAL AND SOUTH WEST CORPORATION COMMON STOCK ($3.50 Par Value) UNDERWRITING AGREEMENT ___________ __, 199__ Central and South West Corporation 1616 Woodall Rodgers Freeway Dallas, Texas 75202 Dear Sirs: We (the "Managers") understand that Central and South West Corporation, a Delaware corporation (the "Company"), proposes to issue and sell ___________ shares of its Common Stock, par value $3.50 per share (the "Firm Shares"). The Company also proposes to issue and sell not more than an additional ________ shares of its Common Stock, par value $3.50 per share (the "Additional Shares") solely for the purpose of covering over-allotments, if and to the extent that the Managers shall have determined to exercise, on behalf of the underwriter or underwriters named in Schedule I hereto (such underwriter or underwriters being herein called the "Underwriters"), the right to purchase such shares of Common Stock granted to the Underwriters as provided in Section 2 of the attached Underwriting Agreement. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the "Offered Securities". Subject to the terms and conditions set forth or incorporated by reference herein, the Company hereby agrees to sell and the Underwriters agree to purchase, severally and not jointly, the respective number of Firm Shares set forth opposite their names in Schedule I hereto at the purchase price of $____________ a share (the "Purchase Price"). If any Additional Shares are to be purchased, the Company agrees to sell, and each Underwriter agrees to purchase at the Purchase Price, severally and not jointly, the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Managers may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Underwriters will pay for the Firm Shares at the offices of Milbank, Tweed, Hadley & McCloy, 1 Chase Manhattan Plaza, New York, New York 10005 at 10:00 a.m., New York Time, on _________ __, 199__ or at such other place and time, not later than __________ __, 199__, as shall be mutually agreed. The Firm Shares shall be concurrently delivered to the Underwriters at the offices of _________________________________. Payment for any Additional Shares shall be made in accordance with Section 2 of the Underwriting Agreement. The Offered Securities shall have the following terms: Initial Per Share Offering Price: $_______ per share -------------- Underwriting Compensation: $_______ per share ------------------------- Address for Notices to Managers under Underwriting Agreement: ---------------------- Payment Method: Immediately available Federal funds -------------- All the provisions contained in the document entitled Central and South West Corporation Underwriting Agreement Standard Provisions (Common Stock-Shelf), dated ___________ __, 199__, a copy of which you and we have previously received, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Underwriting Agreement to the same extent as if such provisions had been set forth in full herein. References herein and therein to numbered sections of the Underwriting Agreement shall mean the numbered sections of the Standard Provisions. Please confirm your agreement by having an authorized officer sign a copy of this Underwriting Agreement in the space set forth below and returning the signed copy to us. This Underwriting Agreement may be signed in any number of counterparts with the same effect as if the signature thereto and hereto were upon the same instrument. It is understood that our acceptance of this agreement on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement Among Underwriters, the form of which shall be submitted to the Company for examination upon request. Very truly yours, [Lead Underwriter] [Co-Managers] By: [Lead Underwriter] By:______________________________ Title:___________________________ (Acting severally on behalf of themselves and the several Underwriters named in Schedule I hereto) Accepted: CENTRAL AND SOUTH WEST CORPORATION By:_______________________________ Schedule I ---------- Number of Firm Shares Underwriters to be Purchased ------------ --------------- [Lead Underwriter] $ [Names of other Co-managers] [Names of other Underwriters] ---------- Total $ =========== CENTRAL AND SOUTH WEST CORPORATION UNDERWRITING AGREEMENT STANDARD PROVISIONS (COMMON STOCK-SHELF) Dated _____________ __, 199__ From time to time Central and South West Corporation, a Delaware corporation (the "Company"), may enter into one or more underwriting agreements that provide for the sale of designated securities to the several underwriters named therein. The standard provisions set forth herein may be incorporated by reference in any such underwriting agreement and any such underwriting agreement, including the provisions incorporated therein by reference, is herein referred to as the "Underwriting Agreement". The Company proposes to issue and sell to the underwriters named in Schedule I to the Underwriting Agreement (the "Underwriters") the number of shares (the "Firm Shares") of Common Stock, par value $3.50 per share, of the Company as specified in Schedule I. In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional number of shares of Common Stock, $3.50 par value per share, as specified in the Underwriting Agreement (the "Additional Shares"). The Firm Shares and the Additional Shares are hereinafter collectively referred to as the "Offered Securities". The Offered Securities will have the terms and rights set forth in the Underwriting Agreement and Prospectus (as hereinafter defined). The Underwriting Agreement shall be in the form of an executed writing (which may be in counterparts) and may be evidenced by an exchange by facsimile or any other rapid transmission device designed to produce a written record of communications transmitted. 1. Representations and Warranties of the Company. (a) The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (File No. 33-_____), including a prospectus, relating to the Offered Securities, and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), and such registration statement has become effective. The Company has prepared or will promptly prepare for filing with, or transmission for filing to, the Commission, pursuant to Rule 424 under the Securities Act, a Prospectus Supplement (the "Supplement") for the purpose of supplying information in respect of the public offering of the Offered Securities, the names of the underwriter or group of underwriters and other matters. Said registration statement, as amended at the time it became effective, and the prospectus, as supplemented by the Supplement, relating to the Offered Securities in final form as filed with the Commission pursuant to Rule 424 under the Securities Act, are hereinafter called the "Registration Statement" and the "Prospectus", respectively. The term "Basic Prospectus" means the prospectus included in the Registration Statement. The term "preliminary prospectus" means a preliminary prospectus supplement, if any, relating to the Offered Securities together with the Basic Prospectus. Whenever the word "Registration Statement", "registration statement", "Prospectus", "preliminary prospectus" or "prospectus" is used herein it shall be deemed to include all documents incorporated therein by reference pursuant to the requirements of Form S-3 under the Securities Act (the "Incorporated Documents"). (b) The Commission has entered an order under the Public Utility Holding Company Act of 1935, as amended (the "1935 Act") permitting to become effective the Form U-1 Application-Declaration filed by the Company with respect to the issue and sale of the Offered Securities. A copy of such order heretofore entered by the Commission has been or will be delivered to the Underwriters. (c) Except as otherwise contemplated herein, no approval, authorization, consent, certificate or order of any State commission or regulatory authority is necessary with respect to the issuance or the sale of the Offered Securities by the Company, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Offered Securities. (d) The Basic Prospectus filed as a part of the registration statement relating to the Offered Securities as originally filed, or as a part of any amendment thereto, any preliminary prospectus at the time of its issuance, and the Registration Statement and the Prospectus and any amendment or supplement to the Registration Statement or the Prospectus as of their effective or issue dates, and as of the Closing Date (as hereinafter defined), complied or will comply, in each case in all material respects, with the provisions of the Securities Act, and the rules and regulations of the Commission under said Act, and neither the Registration Statement nor any amendment thereto contains or will contain an untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and the Basic Prospectus, any preliminary prospectus, the Prospectus or any amendment or supplement thereto does not include and will not include an untrue statement of a material fact and does not omit and will not omit to state a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading; provided that the foregoing representations and warranties in this subsection (d) shall not apply to omissions from the Registration Statement or Prospectus resulting from the failure of any of the Underwriters to furnish the Company with the information pertaining to such Underwriters and the underwriting of the Offered Securities required to complete the Registration Statement or the Prospectus or to statements in or omissions from the Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by any of the Underwriters for use in connection with the preparation of the Prospectus. (e) Except as the Company may have furnished supplemental information to each prospective Underwriter or to the Managers prior to the receipt of proposals to purchase the Offered Securities as to matters to be reflected in the Prospectus, since the respective dates as of which information is given in the Registration Statement and in the Prospectus, there has been no (A) material adverse change in the condition, financial or otherwise, or in the earnings of the Company or of the Company and its subsidiaries consolidated, or (B) adverse development concerning the business or assets of the Company or of the Company and its subsidiaries consolidated which would result in a material adverse change in its prospective financial condition or results of operations, except such changes as are set forth or contemplated in such Registration Statement or the Prospectus (including the financial statements and notes thereto included or incorporated by reference in the Registration Statement). (f) The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole. (g) Each of Central Power and Light Company ("CPL"), Public Service Company of Oklahoma("PSO"), Southwestern Electric Power Company ("SWEPCO"), West Texas Utilities Company("WTU"), Transok, Inc. ("Transok") (collectively, the "Operating Companies"), CSW Energy, Inc., CSW Credit, Inc. and Central and South West Services, Inc. has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole. (h) At or prior to the acceptance by the Company of a proposal for the purchase of the Offered Securities, the Company will have taken all corporate action necessary to be taken by it to authorize the acceptance of such proposal and, at or before the Closing Date, will have taken all corporate action necessary to be taken by it to authorize the performance by it of all obligations on its part to be performed under the Underwriting Agreement; and the consummation of the transactions contemplated in, and the fulfillment of the terms of, the Underwriting Agreement will not result in a breach of any of the terms and provisions of, or constitute a default under, any indenture or other material agreement or instrument to which the Company is a party at the Closing Date, or the Second Restated Certificate of Incorporation, as amended (the "Charter") or by-laws of the Company, or any order, rule or regulation applicable to the Company of any court or of any state or Federal regulatory body or administrative agency having jurisdiction over the Company or over its property. (i) The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Prospectus. (j) The shares of Common Stock outstanding prior to the issuance of the Offered Securities have been duly authorized and are validly issued, fully paid and non-assessable. (k) The Offered Securities have been duly authorized and, when issued and delivered in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Offered Securities will not be subject to any preemptive or similar rights. (l) The Underwriting Agreement has been duly authorized, executed and delivered by the Company. (m) Arthur Andersen LLP are independent accountants with respect to the Company as required by the Securities Act and the applicable rules and regulations thereunder. (n) KPMG, Chartered Accountants, Registered Auditors are independent accountants with respect to SEEBOARD plc as required by the Securities Act and the applicable rules and regulations thereunder. 2. Purchase, Sale and Delivery of Offered Securities. The Company is advised by the Managers that the Underwriters propose to make a public offering of their respective portions of the Offered Securities as soon after the Underwriting Agreement is entered into as in the Managers' judgment is advisable. The terms of the public offering of the Offered Securities are or will be set forth in the Prospectus. The Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and the other terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of any Additional Shares, as provided in the Underwriting Agreement, as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised at any time (but not more than once) on or before the thirtieth day following the date of the Underwriting Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Closing Date"); provided, however, that the additional time of purchase shall not be earlier than the Closing Date (as defined below) nor earlier than the second business day [1] after the date on which the option shall have been exercised nor later than the eighth business day after the date on which the option shall have been exercised. The number bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule I to the Underwriting Agreement bears to the total number of Firm Shares (subject, in each case, to such adjustment as the Managers may determine to eliminate fractional shares). Payment for the Firm Shares shall be made by certified or official bank check or checks payable to the Company or its order in immediately available Federal funds (unless the Underwriting Agreement shall otherwise specify) at the time and place set forth in the Underwriting Agreement upon delivery to the Managers for the respective accounts of the several Underwriters of the Firm Shares registered in such names and in such denominations as the Managers shall request in writing not less than two full business days prior to the date of delivery. If the Managers shall request that any certificates be ____________________ [1] As used herein "business day" shall mean a day on which the New York Stock Exchange is open for trading. issued in a name or names other than that of any Underwriter agreeing to purchase the Firm Shares, such Underwriter shall pay any transfer tax resulting from such issuance. The Company agrees to have the Firm Shares available for inspection, checking and packaging by the Managers at the location indicated in the Underwriting Agreement not later than 1:00 P.M. on the business day next prior to the Closing Date. The time and date of such payment and delivery with respect to the Firm Shares are herein referred to as the "Closing Date". Payment of the purchase price for the Additional Shares shall be made on the Additional Closing Date in the same manner and at the same office as the payment for the Firm Shares. On the second business day preceding the Additional Closing Date the Managers shall specify the names and denominations in which certificates for the Additional Shares shall be delivered to the Managers in definitive form. For the purpose of expediting the checking of the certificates for the Additional Shares by the Managers, the Company agrees to make such certificates available to the Managers for such purpose at least one full business day preceding the Additional Closing Date. 3. Covenants of the Company. The Company covenants and agrees with each of the Underwriters that: (a) As soon as practicable after the acceptance of a proposal to purchase the Offered Securities, the Company will file the Supplement with the Commission pursuant to Rule 424(b) of the Securities Act. The Company will not file at any time prior to the Closing Date any other amendment to the Registration Statement or any supplement to the Prospectus, or any other amended prospectus or any document that upon the filing thereof would become an Incorporated Document of which Sidley & Austin ("Underwriters' Counsel") shall not previously have been advised and furnished with a copy or to which the Managers shall reasonably object in writing. (b) The Company will advise the Managers immediately, and confirm such advice promptly in writing, of the effectiveness of any amendment to the Registration Statement. (c) The Company will notify promptly each of the Underwriters in the event of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or in the event of the institution or notice of intended institution by the Commission of any action or proceeding for that purpose. In the event the Commission shall enter a stop order suspending the effectiveness of the Registration Statement, whether before or after the Offered Securities have been delivered to the Managers or the Underwriters and paid for as provided in the Underwriting Agreement, the Company will make every reasonable effort to obtain, as promptly as possible, the entry by the Commission of an order setting aside any such stop order or otherwise reinstating the effectiveness of the Registration Statement. (d) The Company will deliver to each Manager, on or before the Closing Date, one signed copy of the registration statement as originally filed and of each amendment thereto (in each case including all exhibits thereto, other than exhibits incorporated by reference), and will also deliver to the Managers, for distribution to the Underwriters, a sufficient number of conformed copies of each of the foregoing (but without exhibits) so that one copy of each may be distributed to each of the Underwriters. The Company will also send to the Managers or to the Underwriters, without expense to them, as soon as practicable after the date hereof, and thereafter from time to time during a period of nine months after such date, as many copies of any preliminary prospectus and the Prospectus as the Managers may reasonably request for the purposes contemplated by the Securities Act. (e) The Company will endeavor, when and as requested by the Managers, to furnish information and otherwise cooperate in qualifying or registering the Offered Securities for offer and sale under the securities or "blue sky" laws of such jurisdictions as the Managers may designate, but the Company shall not thereby be obligated to qualify as a foreign corporation in, or to execute or file any general consent to service of process under the laws of, any jurisdiction. The Company will pay the Underwriters' Counsel all reasonable fees (including counsel fees) and expenses incurred by them in connection with such qualification or registration of the Offered Securities for offer or sale, not exceeding, however, $5,000 in the aggregate. (f) If the Underwriting Agreement shall be terminated pursuant to the provisions of Section 4 or 6(a), the Company will pay the reasonable fees and disbursements of Underwriters' Counsel in connection with the contemplated issue and sale of the Offered Securities, unless such termination is caused by any default by the Managers or any of the Underwriters in the performance of their respective obligations hereunder. Except as provided in this subsection (f), the Underwriters shall pay the fees of Underwriters' Counsel and reimburse such counsel for their reasonable expenses paid or incurred in connection with the issue and sale of the Offered Securities. The Company shall not in any event be liable to any of the Underwriters for damages on account of loss of anticipated profits. (g) If, during the period after the first date of the public offering of the Offered Securities that in the opinion of counsel for the Company the Prospectus is required by law to be delivered in connection with sales by an Underwriter or dealer, any event relating to or affecting the Company or its subsidiaries or of which the Company shall be advised in writing by the Managers, shall occur as a result of which it is necessary, in the opinion of counsel for the Company, to supplement or amend the Prospectus in order to make the Prospectus not misleading in the light of the circumstances existing at the time it is delivered to a purchaser of Offered Securities from any of the Underwriters, the Company will forthwith at its expense prepare and furnish to the Managers or to the Underwriters a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Prospectus (in form satisfactory to Underwriters' Counsel) which will supplement or amend the Prospectus so that, as so supplemented or amended, it will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing at the time the Prospectus is delivered to such a purchaser, not misleading. (h) The Company will make generally available to its security holders, as soon as practicable, an earnings statement (which need not be audited) covering a period of at least twelve months beginning not earlier than the date of the Prospectus, which earnings statement shall satisfy the requirements of Section 11(a) of the Securities Act. 4. Conditions of Underwriters' Obligations. The obligations of the Underwriters to purchase and pay for the Offered Securities shall be subject to the performance by the Company of its obligations to be performed under the Underwriting Agreement at or prior to the Closing Date, to the continued accuracy in all material respects of the representations and warranties of the Company contained in the Underwriting Agreement, and to the following conditions: (a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing and in accordance with Section 1(a) of this Agreement; no stop order suspending the effectiveness of the Registration Statement shall have been issued under the Securities Act, or proceedings therefor instituted or threatened by the Commission, on or prior to the Closing Date. (b) At or prior to the Closing Date the Underwriters shall have received from Underwriters' Counsel an opinion (subject to the reservation that they have relied upon the opinions of the several counsel for the Operating Companies mentioned in subsection (d) and (e) of this Section 4, as to the corporate organization and existence of the Operating Companies and as to all other matters governed by the laws of the respective states or jurisdictions in which such counsel for the operating companies practice), substantially to the effect set forth in Exhibit A. (c) At or prior to the Closing Date, the Underwriters shall have received from Milbank, Tweed, Hadley & McCloy, counsel for the Company, an opinion (subject to the same reservation as that expressed in subsection (b) of this Section 4), substantially to the effect set forth in Exhibit B. (d) At or prior to the Closing Date, the Underwriters shall have received from Vinson & Elkins L.L.P., of Dallas, Texas, Doerner, Stuart, Saunders, Daniel & Anderson, of Tulsa, Oklahoma, and Wagstaff, Alvis, Stubbeman, Seamster & Longacre, L.L.P., of Abilene, Texas, counsel, respectively, for CPL, PSO, WTU and Richard Zieren, Esq., General Counsel for Transok, an opinion, substantially to the effect set forth in Exhibit C. (e) At or prior to the Closing Date, the Underwriters shall have received from Friday, Eldredge & Clark, of Little Rock, Arkansas, Wilkinson, Carmody, Gilliam & Hussey, of Shreveport, Louisiana, Rainey, Ross, Rice & Binns, of Oklahoma City, Oklahoma, and Coghlan, Crowson & Fitzpatrick, of Longview, Texas, counsel for SWEPCO in the States of Arkansas, Louisiana, Oklahoma and Texas, respectively, an opinion, substantially to the effect set forth in Exhibit D. (f) The Underwriters shall have received, on each of the date hereof and the Closing Date, letters dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Arthur Andersen LLP and KPMG, Chartered Accountants, Registered Auditors, independent public accountants, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus. The form of letter shall reflect the inclusion of any subsequently dated financial information, the incorporation by reference of any subsequently filed Annual Report on Form 10-K or Quarterly Report on Form 10-Q and/or the inclusion in the Prospectus of any statistical or financial information. Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change or decrease specified in the letter required by this subsection (g) which is, in the judgment of the Managers, so material and adverse as to make it impractical or inadvisable to proceed with the offering or the delivery of the Offered Securities as contemplated by the Registration Statement and the Prospectus. (g) At the Closing Date the Managers shall have received a certificate, dated as of the Closing Date, signed by the President or a Vice President (including any Executive Vice President or Senior Vice President) and the Treasurer or the Secretary of the Company, to the effect that (i) to the best of the knowledge of the signers, no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings therefor have been instituted or threatened by the Commission, (ii) the order of the Commission referred to in subsection (b) of Section 1 of the Underwriting Agreement is, to the best of the knowledge of the signers, in full force and effect, and (iii) since the respective dates as of which information is given in the Registration Statement or Prospectus, there has been no (A) material adverse change in the condition, financial or otherwise, or in the earnings of the Company and its subsidiaries consolidated or (B) adverse development concerning the business or assets of the Company and its subsidiaries consolidated which would result in a material adverse change in their prospective financial condition or results of operations, except such changes as are set forth or contemplated in the Registration Statement or the Prospectus (including financial statements and notes thereto contained in the Incorporated Documents). In case any of the conditions specified in this Section 4 shall not have been fulfilled, the Underwriting Agreement may be terminated by the Managers with the consent of Underwriters who have agreed to purchase in the aggregate more than fifty percent of the total principal amount of the Offered Securities upon delivering written notice thereof to the Company. Any such termination shall be without liability of any party to any other party except as otherwise provided in subsection (f) of Section 3 of the Underwriting Agreement. 5. Indemnification (a) The Company agrees to indemnify and hold harmless each of the Underwriters and each person, if any, who controls any of the Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), from and against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter or such controlling person may become subject under the Securities Act, the Exchange Act or the common law or otherwise, and to reimburse each such Underwriter or such controlling person for any reasonable legal or other expenses (including, to the extent hereinafter provided, reasonable counsel fees) incurred by it or them in connection with defending against any such losses, claims, damages or liabilities, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (1) the Registration Statement, the Basic Prospectus, any preliminary prospectus, or the Prospectus or any amendment to the Registration Statement or amendment or supplement to the Prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (2) the Prospectus or the Prospectus as amended or supplemented, if such losses, claims, damages or liabilities arise out of or are based upon the use of the Prospectus or the Prospectus as amended or supplemented after the Company shall have amended or supplemented the Prospectus, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the indemnity agreement contained in this subsection (a) shall not apply to any such losses, claims, damages or liabilities arising out of or based upon (i) any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by any of the Underwriters for use in the Registration Statement or the Prospectus or any amendment or supplement to either thereof, (ii) any omission or alleged omission from the Registration Statement or Prospectus or any amendment or supplement thereto resulting from the failure of any of the Underwriters to furnish the Company with the information or advice required by the Underwriters' Questionnaire, or (iii) the failure of any Underwriter to deliver (either directly or through the Managers) a copy of the Prospectus (excluding the Incorporated Documents), or of the Prospectus as amended or supplemented after it shall have been amended or supplemented by the Company (excluding the Incorporated Documents), to any person to whom a copy of any preliminary prospectus shall have been delivered by or on behalf of such Underwriter to whom any Offered Securities shall have been sold by such Underwriter, as such delivery may be required by the Securities Act and the rules and regulations of the Commission thereunder. (b) Each of the Underwriters agrees to indemnify and hold harmless the Company, each of its officers who signs the Registration Statement, each of its directors, each person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, each other Underwriter and each person, if any, who so controls any such other Underwriter, from and against any and all losses, claims, damages or liabilities, joint or several, to which any one or more of them may become subject under the Securities Act, the Exchange Act or the common law or otherwise, and to reimburse each of them for any reasonable legal or other expenses (including, to the extent hereinafter provided, reasonable counsel fees) incurred by them in connection with defending against any such losses, claims, damages or liabilities of the character above specified arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment to the Registration Statement or amendment or supplement to the Prospectus or upon any omission or alleged omission to state in any thereof a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such Underwriter for use in the Registration Statement or the Prospectus or any amendment or supplement to either thereof, or resulting from the failure of such Underwriter to furnish the Company with the information or advice required by the Underwriters' Questionnaire, or (ii) the failure of such Underwriter to deliver (either directly or through the Managers) a copy of the Prospectus (excluding the Incorporated Documents), or of the Prospectus as amended or supplemented after it shall have been amended or supplemented by the Company (excluding the Incorporated Documents), to any person to whom a copy of any preliminary prospectus shall have been delivered by or on behalf of such Underwriter and to whom any Offered Securities shall have been sold by such Underwriter, as such delivery may be required by the Securities Act and the rules and regulations of the Commission thereunder. (c) Promptly after receipt by a party indemnified under this Section 5 (an "indemnified party") of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against a party granting an indemnity under this Section 5 (the "indemnifying party"), notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 5. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof (thereby conceding that the action in question is subject to indemnification by the indemnifying party hereunder), with counsel satisfactory to such indemnified party; provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert and conduct such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 5 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel, approved by the Managers in the case of subsection (a), representing the indemnified parties under subsection (a) who are parties to such action), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii). (d) If the indemnification provided for in this Section 5 shall be unenforceable under applicable law by an indemnified party, the Company agrees to contribute to such indemnified party with respect to any and all losses, claims, damages and liabilities for which such indemnification provided for in this Section 5 shall be unenforceable, in such proportion as shall be appropriate to reflect the relative fault of the Company on the one hand and the indemnified party on the other in connection with the statements or omissions which have resulted in such losses, claims, damages and liabilities, as well as any other relevant equitable considerations; provided, however, that no indemnified party guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from the Company if the Company is not guilty of such fraudulent misrepresentation. Relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the indemnified party and each such party's relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and each of the Underwriters agree that it would not be just and equitable if contribution pursuant to this subparagraph were to be determined solely by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above. (e) The indemnity and contribution agreements contained in this Section 5 and the representations and warranties of the Company in the Underwriting Agreement shall remain operative and in full force regardless of (i) any termination of the Underwriting Agreement, (ii) any investigation made by or on behalf of any Underwriter or any person controlling any Underwriter or by or on behalf of the Company, its directors or officers or any person controlling the Company and (iii) delivery of and payment for any of the Offered Securities. 6. Termination. (a) If the Offered Securities are being purchased for the purpose of resale, the Underwriting Agreement may be terminated, at any time prior to the Closing Date, by the Managers with the consent of Underwriters who have agreed to purchase in the aggregate more than fifty percent of the total principal amount of the Offered Securities, if (a) there shall have occurred any general suspension or material limitation on trading in securities on the New York Stock Exchange or by the Commission or by any federal or state agency or by the decision of any court any limitation on prices for such trading or any restrictions on the distribution of securities, (b) trading in any securities of the Company shall have been suspended by the Commission or a national securities exchange, (c) a general banking moratorium on commercial banking activities in New York shall have been declared either by federal or New York State authorities or (d) there shall have occurred any outbreak or material escalation of hostilities or other calamity or crisis, the effect of which on the financial markets of the United States is such as to make it, in the judgment of the Managers, impracticable to market the Offered Securities. (b) Any termination of the Underwriting Agreement pursuant to this Section 6 shall be without liability of any party to any other party except as otherwise provided in subsection (f) of Section 3. 7. Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Firm Shares agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under the Underwriting Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Firm Shares set forth opposite their names in Schedule I to the Underwriting Agreement bears to the aggregate amount of Firm Shares set forth opposite the names of all the remaining Underwriters) the Firm Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Firm Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase (less such aggregate amount of Firm Shares as are purchased by substituted underwriters selected by the Managers with the approval of the Company or selected by the Company with the approval of the Managers) shall exceed 10% of the aggregate amount of Firm Shares set forth in such Schedule I, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Firm Shares, and if such nondefaulting Underwriters do not purchase all the Firm Shares, the Underwriting Agreement will terminate without liability to any nondefaulting Underwriter or the Company (except as otherwise provided in subsection (f) of Section 3). In the event of a default by an Underwriter as set forth in this Section 7, the Closing Date shall be postponed for such period, not exceeding seven calendar days, as the Company and the Managers shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in the Underwriting Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default thereunder. 8. Notices. All communications under the Underwriting Agreement will be effective only on receipt, and, if sent to the Managers, will be mailed, delivered or telegraphed and confirmed to them, at the address, or telephoned to them at the number, specified in the Underwriting Agreement and to Sidley & Austin, One First National Plaza, Chicago, Illinois 60603, attention: Wilbur C. Delp, Jr.; or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to it at Central and South West Corporation, 1616 Woodall Rodgers Freeway, Dallas, Texas 75202, attention of the Treasurer and to Milbank, Tweed, Hadley & McCloy, 1 Chase Manhattan Plaza, New York, New York 10005, attention Robert B. Williams, Esq. 9. Successors. The Underwriting Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 5 of the Underwriting Agreement, and no other person will have any right or obligation hereunder and no other person (including a purchaser, as a purchaser, from any Underwriter of any of the Offered Securities) shall acquire or have any rights under or by virtue of the Underwriting Agreement. 10. Governing Law. The Underwriting Agreement shall be governed by and construed in accordance with the laws of the State of New York. EXHIBIT A Opinion of Underwriters' Counsel The opinion of the counsel for the Underwriters to be delivered pursuant to Section 4(b) shall be substantially to the effect that: (i) the Company has been duly incorporated and is a validly existing corporation under the laws of the State of Delaware; and each of the Operating Companies has been duly incorporated and is validly existing under the laws of the state in which it was incorporated; (ii) the Offered Securities have been duly authorized and issued, are fully paid and nonassessable and have the rights set forth in the Charter; and the certificates for the Offered Securities are in due and proper form; (iii) the Offered Securities conform as to legal matters, in all material respects, with the statements concerning them made in the Prospectus under the caption "Description of Common Stock," and in the Prospectus Supplement under the caption "Supplemental Description of Common Stock," and such statements accurately set forth, in all material respects, the matters respecting the Offered Securities which are required to be set forth in the Prospectus, as supplemented by the Prospectus Supplement, by the Securities Act and the rules and regulations under said Act (other than the accounting provisions thereof, with respect to the requirements of which such counsel need express no opinion or belief); and the stockholders of the Company have no preemptive rights with respect to any of the Offered Securities; (iv) the order of the Commission referred to in subsection (b) of Section 1 of the Underwriting Agreement has been duly entered and, to the knowledge of said counsel, is in full force and effect. Except for an order of the Commission entered into with respect to the Registration Statement as contemplated in paragraph (vi) below, no further approval, authorization, consent, certificate or order of any Federal commission or regulatory authority is necessary with respect to the issue and sale of the Offered Securities by the Company as contemplated in the Underwriting Agreement; (v) the Registration Statement on Form S-3 has become effective under the Securities Act, and, to the knowledge of said counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose have been instituted or are pending or threatened under the Securities Act; (vi) the Registration Statement, the Prospectus and the Prospectus Supplement (other than financial statements, financial data, statistical data and supporting schedules included or incorporated by reference therein, as to which said counsel need express no opinion or belief) as of their respective effective or issue dates complied as to form, in all material respects, with the requirements of the Securities Act (or, where appropriate, the Exchange Act) and the rules and regulations of the Commission thereunder; (vii) the Underwriting Agreement has been duly authorized, executed and delivered by the Company; and (viii) while, except as otherwise required or stated in said opinion, said counsel are not passing upon and do not assume any responsibility for and have not independently verified the accuracy, completeness or fairness of the Registration Statement, the Prospectus or the Prospectus Supplement, and relying as to materiality, to a large extent, upon the judgment of officers and representatives of the Company, nothing has come to the attention of said counsel which would lead said counsel to believe that the Registration Statement relating to the Offered Securities or any amendment thereto (other than financial statements, financial data, statistical data and supporting schedules included or incorporated by reference therein, as to which said counsel need express no opinion or belief) at the time it became effective contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that (with the foregoing exception) the Prospectus, as supplemented by the Prospectus Supplement, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. EXHIBIT B Opinion of Milbank, Tweed, Hadley & McCloy The opinion of Milbank, Tweed, Hadley & McCloy, who may rely as to certain matters on the opinion of Ferd. C. Meyer, Jr., General Counsel of the Company, to be delivered pursuant to Section 4(c) shall be substantially to the effect that: (i) the Company has been duly incorporated and is a corporation validly existing in good standing under the laws of the State of Delaware; (ii) the Underwriting Agreement has been duly authorized by all necessary corporate action on the part of the Company and has been duly executed and delivered by the Company; (iii) the issuance and sale of the Offered Securities have been duly and validly authorized by all necessary corporate proceedings and when the Offered Securities have been issued and paid for pursuant to the Underwriting Agreement, the Offered Securities will be duly issued and fully paid and non- assessable and have the rights set forth in the Charter; and the certificates for the Offered Securities are in due and proper form; (iv) the stockholders of the Company have no preemptive rights with respect to any of the Offered Securities; (v) the Offered Securities conform as to legal matters, in all material respects, with the statements concerning them made in the Prospectus under the caption "Description of Common Stock," and in the Prospectus Supplement under the caption "Supplemental Description of Common Stock," and such statements accurately set forth, in all material respects, the matters respecting the Offered Securities which are required to be set forth in the Prospectus, as supplemented by the Prospectus Supplement, by the Securities Act and the rules and regulations thereunder (other than the accounting provisions thereof, with respect to the requirements of which such counsel need express no opinion or belief); (vi) the order of the Commission referred to in subsection (b) of Section 1 of the Underwriting Agreement has been duly entered and, to the knowledge of said counsel, is in full force and effect. No further approval, authorization, consent, certificate or order of any Federal commission or regulatory authority is necessary with respect to the issuance and sale of the Offered Securities by the Company as contemplated by the Underwriting Agreement; (vii) the Registration Statement on Form S-3 with respect to the Offered Securities filed with the Securities and Exchange Commission pursuant to the Securities Act has become effective and, to the knowledge of said counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose have been instituted or are pending under the Securities Act. Any required filing of the Prospectus pursuant to Rule 424(b) under the Securities Act has been made within the time period required by Rule 424(b). The Prospectus including all documents incorporated by reference pursuant to the requirements of Form S-3 under the Securities Act, constituting a part thereof, may lawfully be used for the purposes specified in the Securities Act in connection with the offer and sale of the Offered Securities in the manner therein specified. (viii) the Registration Statement, the Prospectus and the Prospectus Supplement (other than financial statements and schedules and other financial and statistical data included or incorporated by reference therein, as to which said counsel need express no opinion) as of their respective effective or issue dates appear on their face to be appropriately responsive in all material respects to the requirements of the Securities Act (or, where appropriate, the Exchange Act) and to the applicable rules and regulations of the Commission under said statutes; (ix) all outstanding shares of Common Stock of the Operating Companies are owned directly by the Company, free and clear of any liens and encumbrances; (x) except as may be set forth in the Prospectus, to the best of such counsel's knowledge there are no legal proceedings involving the Company pending or threatened which might reasonably be expected to materially and adversely affect the condition (financial or otherwise), results of operations or properties of the Company; and (xi) nothing has come to the attention of said counsel which gave them reason to believe that the Registration Statement, Prospectus or the Incorporated Documents, considered as a whole on the effective date of the Registration Statement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. EXHIBIT C Opinions of Vinson & Elkins L.L.P., Doerner, Stuart, Saunders, Daniel & Anderson, Wilkinson, Carmody, Gilliam & Hussey, Wagstaff, Alvis, Stubbeman, Seamster & Longacre, L.L.P., and Richard Zieren, Esq. The opinions of Vinson & Elkins L.L.P., Doerner, Stuart, Saunders, Daniel & Anderson, Wagstaff, Alvis, Stubbeman, Seamster & Longacre, L.L.P., and Richard Zieren, Esq., counsel and General Counsel, respectively, for Central Power & Light Company, Public Service Company of Oklahoma, Southwestern Electric Power Company, West Texas Utilities Company and Transok, Inc., to be delivered pursuant to Section 4(d) shall be substantially to the effect that: (i) the companies each are duly incorporated and validly existing under the laws of the respective states in which they are incorporated; (ii) the companies each have the legal right to operate as public utilities (or, in the case of Transok, Inc., as an intrastate natural gas transmission pipeline) in the states in which they operate, respectively; and (iii) except as may be set forth in the Prospectus, to the best of such counsel's knowledge there are no legal proceedings involving the respective companies pending or threatened which might reasonably be expected to materially and adversely affect the condition (financial and otherwise), results of operations or properties of the respective companies. EXHIBIT D Opinions of Friday, Eldredge & Clark, Wilkinson, Carmody, Gilliam & Hussey, Rainey, Ross, Rice & Binns, and Coghlan, Crowson & Fitzpatrick The opinions of Friday, Eldredge & Clark, Wilkinson, Carmody, Gilliam & Hussey, Rainey, Ross, Rice & Binns, and Coghlan, Crowson & Fitzpatrick, counsel for Southwestern Electric Power Company ("SWEPCO") in the States of Arkansas, Louisiana, Oklahoma and Texas, respectively, to be delivered pursuant to Section 4(e) shall be substantially to the effect that SWEPCO: (i) has the legal right to operate as a public utility in the states in which it operates; and (ii) except as may be set forth in the Prospectus, to the best of such counsel's knowledge there are no legal proceedings involving the company pending or threatened which might reasonably be expected to materially and adversely affect the condition (financial and otherwise), results of operations or properties of the company. EX-5 3 EXHIBIT 5: OPINION LETTER EXHIBIT 5 Milbank, Tweed, Hadley & McCloy 1 Chase Manhattan Plaza New York, NY 10005 January 22, 1996 Central and South West Corporation 1616 Woodall Rodgers Freeway Dallas, Texas 75202-1234 Re: Registration Statement on Form S-3 of Central and South West Corporation (the "Company") Ladies and Gentlemen: We have acted as counsel for the Company and, in that capacity, we have been requested to provide this opinion with respect to Common Stock of the Company, $3.50 par value per share (the "Common Stock"), issuable in connection with its registration statement on Form S-3 dated the date hereof with respect to the registration under the Securities Act of 1933, as amended, of 13,000,000 shares of common stock (the "Registration Statement"). We have examined originals or copies, certified or otherwise identified to our satisfaction, of such public and corporate records, certificates, instruments and other documents and have considered such questions of law as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. Based upon the foregoing, we are of the opinion that the 13,000,000 shares of Common Stock to which the above-mentioned Registration Statement relates, will, when and to the extent issued by the Company as contemplated by the Prospectus included in the Registration Statement and the Underwriting Agreement referred to therein, executed in facsimile by proper officers of the Company, authenticated by the transfer agent and registrar, delivered to persons entitled thereto pursuant to the Underwriting Agreement in accordance with the terms thereof for consideration in excess of the par value thereof, be validly issued as fully paid and non-assessable shares. This opinion is limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal laws of the United States applicable therein. This opinion is addressed to you solely in connection with the matters referred to herein and is not to be relied upon by any other person, except the New York Stock Exchange and the Securities and Exchange Commission, or for any other purpose. We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendment thereto, and the Prospectus relating thereto. Sincerely yours, /s/MILBANK, TWEED, HADLEY & MCCLOY Milbank, Tweed, Hadley & McCloy RBW/JMH EX-23.A 4 EXHIBIT 23: ARTHUR ANDERSEN CONSENT EXHIBIT 23(a) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated February 13, 1995, included in Central and South West Corporation's Annual Report on Form 10-K dated December 31, 1994, and to all references to our firm included in this registration statement. /s/ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP Dallas, Texas January 22, 1996 EX-23.B 5 EXHIBIT 23: KPMG CONSENT EXHIBIT 23(b) The Directors SEEBOARD plc We consent to the incorporation by reference in the registration statement on Form S-3 of Central and South West Corporation of our report dated 6 June 1995 with respect to the consolidated balance sheets of SEEBOARD plc as of 31 March 1995 and 31 March 1994 and the related profit and loss accounts and cash flows for each of the years in the two-year period ended 31 March 1995, which report appears in the Form 8-K of Central and South West Corporation dated 19 January 1996 and to reference to our firm under the heading "Experts" in this registration statement. /s/KPMG KPMG London Chartered Accountants 19 January 1996 Registered Auditors -----END PRIVACY-ENHANCED MESSAGE-----