-----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, K/LyjzMRmTWZowRm49F9h3vDILbJ/yluAH4UqVwcN8DTRFEGrJoyeVp/D+M9o+RB SXS/ETTDj+o0rLu2vK3KMw== 0000018540-98-000040.txt : 19980402 0000018540-98-000040.hdr.sgml : 19980402 ACCESSION NUMBER: 0000018540-98-000040 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980401 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: POS AMC SEC ACT: SEC FILE NUMBER: 070-08557 FILM NUMBER: 98584952 BUSINESS ADDRESS: STREET 1: 1616 WOODALL RODGERS FRWY CITY: DALLAS STATE: TX ZIP: 75202 BUSINESS PHONE: 2147541000 POS AMC 1 AMENDMENT NO. 10 TO MONEY POOL File No. 70-8557 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 10 (POST-EFFECTIVE) TO FORM U-1 APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ----------------------------------- CENTRAL AND SOUTH WEST SOUTHWESTERN ELECTRIC POWER CORPORATION COMPANY 1616 Woodall Rodgers Freeway 428 Travis Street Dallas, Texas 75202 Shreveport, Louisiana 71156-0001 CENTRAL POWER AND LIGHT WEST TEXAS UTILITIES COMPANY COMPANY 301 Cypress Street 539 North Carancahua Street Abilene, Texas 79601-5820 Corpus Christi, Texas 78401-2802 PUBLIC SERVICE COMPANY OF CENTRAL AND SOUTH WEST OKLAHOMA SERVICES, INC. 212 East Sixth Street 1616 Woodall Rodgers Freeway Tulsa, Oklahoma 74119-1212 Dallas, Texas 75202 CSW ENERGY SERVICES, INC. ENERSHOP, INC. 1616 Woodall Rodgers Freeway 1616 Woodall Rodgers Freeway Dallas, Texas 75202 Dallas, Texas 75202 (Names of companies filing this statement and addresses of principal executive offices) ---------------------------------- CENTRAL AND SOUTH WEST CORPORATION (Name of top registered holding company parent) --------------------------------- Wendy G. Hargus, Treasurer 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 (Names and addresses of agents for service) Central and South West Corporation ("CSW"), a Delaware Corporation and a registered holding company under the Public Utility Holding Company Act of 1935, as amended (the "Act"), and its subsidiary companies Central Power and Light Company ("CPL"), Public Service Company of Oklahoma ("PSO"), Southwestern Electric Power Company ("SWEPCO"), West Texas Utilities Company ("WTU"), Central and South West Services, Inc. ("CSWS"), EnerShop, Inc. ("EnerShop") and CSW Energy Services, Inc. ("ESI"), each referred to as a "Subsidiary" and collectively referred to as the "Subsidiaries", hereby file this Post-Effective Amendment No. 10 (this "Amendment") to amend Items 2 and 6 of the Form U-1 Application-Declaration in File No. 70-8557 as follows. In all other respects, the Application-Declaration as previously filed and as heretofore amended will remain the same. Item 2. Fees, Commissions and Expenses. Item 2 is hereby amended and restated as follows: An estimate of the fees and expenses to be paid or incurred by the Applicants in connection with the proposed transactions additional to the fees and expenses as previously set forth in the Application-Declaration is set forth below: Counsel fees: Amount Milbank, Tweed, Hadley & McCloy New York $8,000 Miscellaneous and incidental expenses Including travel, telephone and Postage 1,000 Total $9,000 Item 6. Exhibits and Financial Statements. Item 6 is hereby amended to delete the following exhibits: Exhibit 4 Preliminary opinion of Milbank, Tweed, Hadley & McCloy, counsel to the Applicants. Item 6 is hereby further amended to add and file the following exhibits: Exhibit 6 Preliminary opinion of Milbank, Tweed, Hadley & McCloy, counsel to the Applicants. S I G N A T U R E Pursuant to the requirements of the Public Utility Holding Company Act of 1935, as amended, the undersigned companies have duly caused this document to be signed on their behalf by the undersigned thereunto duly authorized. Dated: April 1, 1998 CENTRAL AND SOUTH WEST CORPORATION CENTRAL POWER AND LIGHT COMPANY PUBLIC SERVICE COMPANY OF OKLAHOMA SOUTHWESTERN ELECTRIC POWER COMPANY WEST TEXAS UTILITIES COMPANY CENTRAL AND SOUTH WEST SERVICES, INC. ENERSHOP, INC. CSW ENERGY SERVICES, INC. By: /s/ WENDY G. HARGUS Wendy G. Hargus Treasurer EX-5 2 EXHIBIT 6 - LEGAL OPINION OF M,T,H&M EXHIBIT 6 Milbank, Tweed, Hadley & McCloy 1 Chase Manhattan Plaza New York, New York 10005 March 25, 1998 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Central and South West Corporation, et al. Post-Effective Amendment No. 10 to Form U-1 Application-Declaration Dear Sirs: We refer to Post-Effective Amendment No. 10 (the "Amendment") to the Form U-1 Application-Declaration (collectively with the Amendment, the "Application") under the Public Utility Holding Company Act of 1935, as amended (the "1935 Act"), filed by Central and South West Corporation ("CSW"), a Delaware corporation and a registered holding company, and Central and South West Services, Inc. ("Services"), a Texas corporation, Central Power and Light Company ("CPL"), a Texas corporation, Public Service Company of Oklahoma ("PSO"), an Oklahoma corporation, Southwestern Electric Power Company ("SWEPCO"), a Delaware corporation, West Texas Utilities Company ("WTU"), a Texas corporation, CSW Energy Services, Inc. ("ESI"), a Delaware corporation, and EnerShop, Inc. ("EnerShop" and, collectively with CSW, Services, CPL, PSO, SWEPCO, WTU and ESI, the "Companies"), a Delaware corporation. The Amendment relates to the Companies' request for authority (i) to increase the amount of authorized borrowings under the existing CSW System of intracorporate borrowings and (ii) to permit EnerShop, ESI and any other existing or future CSW first tier subsidiaries (other than exempt wholesale generators, foreign utility companies or exempt telecommunications companies) or Rule 58 companies to lend and borrow money as participants in the CSW System money pool or to lend and borrow money as participants in a separate money pool (collectively referred to as the "Transactions"), as more fully described in the Amendment. We acted as special counsel for the Companies in connection with the filing of the Amendment. We have examined originals, or copies certified to our satisfaction, of such corporate records of the Companies, certificates of public officials, certificates of officers and representatives of the Companies and other documents as we have deemed it necessary to require as a basis for the opinions hereinafter expressed. In such examination we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. As to various questions of fact material to such opinions we have, when relevant facts were not independently established, relied upon certificates by officers of the Companies and other appropriate persons and statements contained in the Application. Based upon the foregoing, and having regard to legal considerations which we deem relevant, we are of the opinion that, in the event that the proposed Transactions are consummated in accordance with the Application, as it may be amended, and subject to the assumptions and conditions set forth below: 1. All state laws applicable to the proposed Transactions as described in the Amendment will have been complied with. 2. The consummation of the proposed Transactions as described in the Amendment will not violate the legal rights of the lawful holders of any securities issued by the Companies or any associate company of the Companies. The opinions expressed above in respect of the proposed Transactions as described in the Amendment are subject to the following assumptions or conditions: a. The Transactions shall have been duly authorized and approved to the extent required by state law by the Board of Directors of the Companies. b. The Securities and Exchange Commission shall have duly entered an appropriate order or orders granting and permitting the Amendment to become effective with respect to the Transactions described therein. c. The Transactions shall have been accomplished in accordance with required approvals, authorizations, consents, certificates and orders of any state commission or regulatory authority with respect thereto and all such required approvals, authorizations, consents, certificates and orders shall have been obtained and remain in effect at the closing thereof. d. No act or event other than as described herein shall have occurred subsequent to the date hereof which would change the opinions expressed above. We hereby consent to the use of this opinion as an exhibit to the Amendment. Very truly yours, MILBANK, TWEED, HADLEY & McCLOY -----END PRIVACY-ENHANCED MESSAGE-----