-----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, CZd+ssB4Wk5edW9vWYXAZ47TM7LypoYwpB1VPaS6W/3iElGpYZGBTIsIPdlVJdcF ncUl/aoHkxuYoCCRF/qUQg== 0000018540-98-000130.txt : 19981103 0000018540-98-000130.hdr.sgml : 19981103 ACCESSION NUMBER: 0000018540-98-000130 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981102 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: 070-09073 FILM NUMBER: 98735943 BUSINESS ADDRESS: STREET 1: 1616 WOODALL RODGERS FRWY CITY: DALLAS STATE: TX ZIP: 75202 BUSINESS PHONE: 2147771000 POS AMC 1 POST EFFECTIVE AMENDMENT TO 70-9073 File 70-9073 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT TO FORM U-1 APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ------------------------------ CENTRAL POWER AND LIGHT COMPANY 539 North Carancahua Street Corpus Christi, Texas 78401-2802 PUBLIC SERVICE COMPANY OF OKLAHOMA 212 East Sixth Street Tulsa, Oklahoma 74119-1212 SOUTHWESTERN ELECTRIC POWER COMPANY 428 Travis Street Shreveport, Louisiana 71156-0001 WEST TEXAS UTILITIES COMPANY 301 Cypress Street Abilene, Texas 79601-5820 CENTRAL AND SOUTH WEST SERVICES, INC. Williams Tower 2 2 West 2nd Street Tulsa, Oklahoma 74103 (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 Central and South West Corporation 1616 Woodall Rodgers Freeway Dallas, Texas 75202 Joris M. Hogan, Esq. Milbank, Tweed, Hadley & McCloy 1 Chase Manhattan Plaza New York, New York 10005-1413 (Names and addresses of agents for service) Central Power and Light Company, Public Service Company of Oklahoma, Southwestern Electric Power Company and West Texas Utilities Company (the "Operating Companies"), wholly owned public utility subsidiaries of Central and South West Corporation ("CSW"), a registered holding company under the Public Utility Holding Company Act of 1935, as amended (the "Act"), and Central and South West Services, Inc. (the "Service Company"), a wholly owned subsidiary of CSW that is authorized to provide services to associate companies pursuant to Section 13(b) of the Act and rules of the Securities and Exchange Commission (the "Commission") promulgated thereunder, hereby submit for filing this Post-Effective Amendment to the Application-Declaration on Form U-1 in File No. 70-9073 to amend and restate the Application-Declaration with respect to the application of Rules 53 and 54 to the Applicants' request for authority herein. In all other respects, the Application-Declaration shall remain the same. Item 3. Applicable Statutory Provisions. Rule 54 promulgated under the Act states that in determining whether to approve the issue or sale of a security by a registered holding company for purposes other than the acquisition of an exempt wholesale generator ("EWG") or a foreign utility company ("FUCO"), or other transactions by such registered holding company or its subsidiaries other than with respect to EWGs or FUCOs, the Commission shall not consider the effect of the capitalization or earnings of any subsidiary which is an EWG or a FUCO upon the registered holding company system if Rule 53(a), (b) and (c) are satisfied. The Applicants currently meet all of the criteria of Rule 53(a), except for clause (1). At June 30, 1998, CSW's "aggregate investment," as defined in Rule 53(a)(1), in EWGs and FUCOs was approximately $917 million, or approximately 51.51% of CSW's average "consolidated retained earnings," as defined in Rule 53(a)(1), for the four quarters ended June 30, 1998 (approximately $1.781 billion), which exceeds the 50% "safe harbor" limitation contained in that rule. By order dated January 24, 1997, (HCAR No. 26653) ("January 1997 Order"), the Commission authorized CSW to increase to 100% of average "consolidated retained earnings," as defined in Rule 53(a)(1), the aggregate amount which it may invest in EWGs and FUCOs. Although CSW's aggregate investment exceed the 50% "safe harbor" limitation contained in Rule 53, CSW's aggregate investment in below the 100% limitation authorized under the January 1997 Order. As of September 30, 1996, the most recent period for which financial statement information was evaluated in the January 1997 Order, CSW's consolidated capitalization consisted of 43.5% equity and 56.5% debt. CSW's consolidated pro forma capitalization as of June 30, 1998, taking into account the effect of the proposed transactions, is 41.8% equity and 58.2 % debt. CSW asserts that since the date of the January 1997 Order, there has been no material change in its consolidated capitalization ratio. CSW further states that this ratio remains within acceptable ranges and limits, as evidenced by CSW's corporate consolidated "A2" short term credit rating, which has remained the same since the January 1997 Order. In 1997, the government of Great Britain imposed a windfall profits tax of $176 million on Seeboard, plc, a FUCO in the United Kingdom wholly owned by CSW. Notwithstanding the imposition of this tax, earnings attributable to CSW's interests in EWGs and FUCOs contributed positively to consolidated earnings in the calendar year ending after the January 1997 Order. Accordingly, since the date of the January 1997 Order, the earnings attributable to CSW's investments in EWGs and FUCOs have not had any adverse impact on CSW's financial integrity. CSW will continue to maintain in conformity with United States generally accepted accounting principles and make available the books and records required by Rule 53(a)(2). CSW does, and will continue to, comply with the requirement that no more than 2% of the employees of CSW's operating subsidiaries shall, at any one time, directly or indirectly, render services to an EWG or FUCO in which CSW directly or indirectly owns an interest, satisfying Rule 53(a)(3). And lastly, CSW will continue to submit a copy of Item 9 and Exhibits G and H of CSW's Form U5S to each of the public service commissions having jurisdiction over the retail rates of CSW's operating utility subsidiaries, satisfying Rule 53(a)(4). None of the conditions described in Rule 53(b) exist with respect to CSW or any of its subsidiaries, thereby satisfying said Rule and making Rule 53(c) inapplicable. S I G N A T U R E Pursuant to the requirements of the Public Utility Holding Company Act of 1935, as amended, the undersigned company has duly caused this document to be signed on its behalf by the undersigned thereunto duly authorized. Dated: November 2, 1998. CENTRAL POWER AND LIGHT COMPANY By: WENDY G. HARGUS Wendy G. Hargus Treasurer PUBLIC SERVICE COMPANY OF OKLAHOMA By: WENDY G. HARGUS Wendy G. Hargus Treasurer SOUTHWESTERN ELECTRIC POWER COMPANY By: WENDY G. HARGUS Wendy G. Hargus Treasurer WEST TEXAS UTILITIES COMPANY By: WENDY G. HARGUS Wendy G. Hargus Treasurer CENTRAL AND SOUTH WEST SERVICES, INC. By: WENDY G. HARGUS Wendy G. Hargus Treasure -----END PRIVACY-ENHANCED MESSAGE-----