-----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, WCcaVjnSkz+KzYFNeL1NHjhOAk4mCeZYOrqidIxt0KFgHQLcRsmSqGVl/aRxhy3q bLzmAlTOFQ0yFIjnuBp7pA== 0000018540-95-000139.txt : 19950928 0000018540-95-000139.hdr.sgml : 19950927 ACCESSION NUMBER: 0000018540-95-000139 CONFORMED SUBMISSION TYPE: U-1 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950925 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: U-1 SEC ACT: 1935 Act SEC FILE NUMBER: 070-08707 FILM NUMBER: 95575966 BUSINESS ADDRESS: STREET 1: 1616 WOODALL RODGERS FRWY CITY: DALLAS STATE: TX ZIP: 75202 BUSINESS PHONE: 2147541000 0000018540-95-000139.txt : 19950927 0000018540-95-000139.hdr.sgml : 19950927 ACCESSION NUMBER: 0000018540-95-000139 CONFORMED SUBMISSION TYPE: U-1 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950925 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: U-1 SEC ACT: 1935 Act SEC FILE NUMBER: 070-08707 FILM NUMBER: 95575966 BUSINESS ADDRESS: STREET 1: 1616 WOODALL RODGERS FRWY CITY: DALLAS STATE: TX ZIP: 75202 BUSINESS PHONE: 2147541000 U-1 1 U-1 APPLICATION-DECLARATION THRIFT File No. 70- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM U-1 APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ________________________________ CENTRAL AND SOUTH WEST CORPORATION 1616 Woodall Rodgers Freeway Dallas, Texas 75202 (Name of companies filing this statement and address of principal executive office) _________________________________ CENTRAL AND SOUTH WEST CORPORATION (Name of top registered holding company parent) _________________________________ Stephen J. McDonnell 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 (Names and addresses of agents for service) Item 1. Description of Proposed Transaction. 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"), proposes to issue and sell up to 5,000,000 shares of its authorized and unissued common stock, par value $3.50 per share (the "Additional Common Stock"), to the trustee of the Central and South West Corporation Thrift Plus (the "Thrift Plan"), an employee benefit plan intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended. Background CSW maintains a variety of benefit programs for its employees, including the Thrift Plan which was originally adopted by the Board of Directors of CSW and became effective on January 1, 1960. The Thrift Plan was amended and restated effective January 1, 1991, and has subsequently been amended on several occasions, most recently in December, 1994. The purpose of the Thrift Plan is to encourage eligible employees of CSW and its direct and indirect subsidiaries to adopt a regular savings program and to provide additional security upon retirement. Under the Thrift Plan, participants may contribute up to 12% of their annual compensation. The Thrift Plan trustee, pursuant to written direction from each participating employee, invests funds held in each such employee's Thrift Plan account under any of five investment options: (1) the Company Stock Option (the "Stock Option"), (2) the Fixed Income Option (the "Fixed Income Option"), (3) the Capital Appreciation Option (the "Capital Appreciation Option"), (4) the Growth and Income Option (the "Growth and Income Option") and (5) the Asset Allocation Option (the "Asset Allocation Option"). Amounts invested in the Stock Option are used to purchase shares of CSW common stock; amounts invested in the Fixed Income Option are used to purchase guaranteed investment contracts or other fixed income securities; amounts invested in the Capital Appreciation Option are invested in mutual funds that have a goal of long-term growth with no emphasis on current income; amounts invested in the Growth and Income Option are invested in mutual funds that have a goal of both growth and current income; and amounts invested in the Asset Allocation Option are invested primarily in mutual funds that have a goal of maintaining a balanced portfolio comprised primarily of equity investments. Depending on the participant's length of service with CSW, CSW matches 50% or 75% of each participant's contribution up to 6% of such participant's annual compensation. Employee contributions and matching CSW contributions may be invested at the employee's option entirely in any one of the five investment options or divided among the various investment options in one percent increments. With respect to the Stock Option, the Thrift Plan trustee presently purchases shares of CSW common stock in the open market at prevailing market prices. However, the Thrift Plan permits the trustee to purchase CSW common stock from any source, including directly from CSW, in the trustee's discretion. CSW will not be able to require the Thrift Plan trustee to purchase any shares from CSW, but it is expected that the trustee will elect to purchase shares from CSW rather than in the open market because by doing so the trustee will not have to pay any brokerage fees or commissions. Request for Authority By order dated October 24, 1978 (HCA Rel. No. 20742)), the Securities and Exchange Commission (the "Commission") authorized CSW to issue and sell up to 1,000,000 shares of its authorized and unissued common stock to the Thrift Plan trustee pursuant to the Thrift Plan. By order dated December 9, 1980 (HCA Rel. No. 21833), the Commission authorized CSW to increase from 1,000,000 to 4,000,000 the number of authorized and unissued shares of common stock that could be issued and sold to the Thrift Plan trustee pursuant to the Thrift Plan. Subject to the approval of the Commission, which approval is hereby requested, CSW now proposes to issue and sell up to an additional 5,000,000 shares of its authorized and unissued common stock pursuant to the Thrift Plan. Use of Proceeds CSW will use the proceeds from the sale of such shares for general corporate purposes. None of the proceeds from the sale of CSW common stock will be used by CSW or any subsidiary thereof for the direct or indirect acquisition of an interest in an exempt wholesale generator ("EWG") or a foreign utility company ("FUCO"). 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 EWG or a 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 Rules 53(a), (b) and (c) are satisfied. As set forth below, all applicable conditions set forth in Rule 53(a) are, and, assuming the consummation of the transactions proposed herein, will be, satisfied and none of the conditions set forth in Rule 53(b) exist or will exist as a result of the transactions proposed herein. CSW Northwest GP, Inc. and CSW Northwest LP, Inc. (collectively, "CSW Northwest"), each an indirect subsidiary of CSW, are the only EWG, as defined in Section 32 of the Act, in which CSW has equity interests. CSW, through its subsidiary, CSW Energy, Inc., has invested $2,000 in CSW Northwest, or less than 1% of $1,812,000,000, the average of CSW's consolidated retained earnings for the four consecutive quarters ended June 30, 1995, thus satisfying Rule 53(a)(1). CSW will maintain and make available the books and records required by Rule 53(a)(2). No more than 2% of the employees of CSW's operating subsidiaries will, 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 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 such rule and making Rule 53(c) inapplicable. Other Offerings By order dated May 2, 1994 (Rel. No. 35-26045)(the "Common Stock Order"), the Commission authorized CSW to issue and sell up to 11,000,000 shares of its authorized and unissued common stock in one or more issues from time-to-time through December 31, 1996. By order dated October 4, 1993 (Rel. No. 35- 25902) (the "DRIP Plan Order"), the Commission authorized CSW to issue and sell up to 5 million shares of common stock from time to time through December 31, 1996. The issuance of the Additional Common Stock for which authority is requested in this Application-Declaration is independent of the authority of CSW to issue common stock under the Common Stock Order and the DRIP Plan Order. Item 2. Fees, Commissions and Expenses. The estimate of the approximate amount of fees, commissions and expenses payable in connection with the transactions is as follows: Holding Company Act filing fee . . . . . . . $ 2,000* Securities Act Registration fee. . . . . . . $43,104 Blue Sky fees & expenses . . . . . . . . . . $ 2,500 Fees of Public Accountants . . . . . . . . . $ 3,000 Counsel fees: Milbank, Tweed, Hadley & McCloy, New York, New York . . . . . . . . $ 5,000 Miscellaneous and incidental expenses including travel, telephone, postage, copying, etc.. . . . . . . . . . . . . . . $ 1,000 Total. . . . . . . . . . . . . . . . . . . . $56,604 _________________ *Actual Amount Item 3. Applicable Statutory Provisions. Sections 6(a) and 7 of the Act are or may be applicable with respect to the issuance of Common Stock to the Thrift Plan. Item 4. Regulatory Approval. No state regulatory authority and no federal regulatory authority, other than the Commission under the Act, has jurisdiction over the proposed transactions for which approval is sought under this Application-Declaration. Item 5. Procedure. A registration statement on Form S-8 under the Securities Act of 1933, as amended, will be filed with the Commission in connection with the issue and sale by CSW of the Additional Common Stock. CSW respectfully requests that the Commission issue and publish no later than September 29, 1995, the requisite notice under Rule 23 with respect to the filing of this Application- Declaration, such notice to specify a date as soon as possible, but in any case not later than October 23, 1995, as the date after which an order granting and permitting this Application- Declaration to become effective may be entered by the Commission and the Commission enter as soon as possible, but in any case not later than October 24, 1995, an appropriate order granting and permitting this Application-Declaration to become effective. CSW respectfully requests that appropriate and timely action be taken by the Commission in this matter in order to permit the consummation of the proposed transactions at the earliest possible date. No recommended decision by a hearing officer or other responsible officer of the Commission is necessary or required in this matter. The Division of Investment Management of the Commission may assist in the preparation of the Commission's decision in this matter. There should be no thirty-day waiting period between the issuance and the effective date of any order issued by the Commission in this matter; and it is respectfully requested that any such order be made effective immediately upon the entry thereof. Item 6. Exhibits and Financial Statements. Exhibit 1 - Second Restated Certificate of Incorporation of CSW dated April 23, 1990 (incorporated by reference to Exhibit 3.1 to CSW's June 30, 1995 Form 10-Q, File No. 1-1443). Exhibit 2 - Certificate of Amendment to Second Restated Certificate of Incorporation of CSW dated May 20, 1991 (incorporated by reference to Exhibit 3.2 to CSW's June 30, 1995 Form 10-Q, File No. 1-1443). Exhibit 3 - By-Laws of CSW, as amended (incorporated by reference to Exhibit 3(b) to CSW's 1990 Form 10-K, File No. 1-1443). Exhibit 4 - Central and South West Corporation Thrift Plus (as amended and restated effective January 1, 1989) and all subsequent amendments thereto through the date hereof (to be filed by amendment). Exhibit 5 - Registration Statement on Form S-8 covering shares of CSW common stock, $3.50 par value, to be issued to the trustee under the Thrift Plan (to be filed by amendment). Exhibit 6 - Preliminary opinion of Milbank, Tweed, Hadley & McCloy, counsel to CSW. Exhibit 7 - Final or "past tense" opinion of Milbank, Tweed, Hadley & McCloy, counsel to CSW (to be filed by amendment). Exhibit 8 - Financial Statements actual and pro forma as of June 30, 1995 (to be filed by amendment). Exhibit 9 - Proposed Notice of Proceeding. Item 7. Information as to Environmental Effects. The proposed transactions do not involve major federal action having a significant effect on the human environment. To the best of CSW's knowledge, no federal agency has prepared or is preparing an environmental impact statement with regard to the proposed transactions. 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: September 25, 1995 CENTRAL AND SOUTH WEST CORPORATION By/s/ Stephen J. McDonnell Stephen J. McDonnell Treasurer INDEX OF EXHIBITS EXHIBIT NUMBER EXHIBIT TRANSMISSION METHOD Exhibit 1 - Second Restated Certificate of Incorporation of CSW dated April 23, 1990 (incorporated by reference to Exhibit 3.1 to CSW's June 30, 1995 Form 10-Q, File No. 1-1443). _ Exhibit 2 - Certificate of Amendment to Second Restated Certificate of Incorporation of CSW dated May 20, 1991 (incorporated by reference to Exhibit 3.2 to CSW's June 30, 1995 Form 10-Q, File No. 1- 1443). - Exhibit 3 - By-Laws of CSW, as amended (incorporated by reference to Exhibit 3(b) to CSW's 1990 Form 10-K, File No. 1-1443). - Exhibit 4 - Central and South West Corporation Thrift Plus (as amended and restated effective January 1, 1989) and all subsequent amendments thereto through the date hereof (to be filed by amendment). - Exhibit 5 - Registration Statement on Form S-8 covering shares of CSW common stock, $3.50 par value, to be issued to the trustee under the Thrift Plan (to be filed by amendment). - Exhibit 6 - Preliminary opinion of Milbank, Tweed, Hadley & McCloy, counsel to CSW. Electronic Exhibit 7 - Final or "past tense" opinion of Milbank, Tweed, Hadley & McCloy, counsel to CSW (to be filed by amendment). _ Exhibit 8 - Financial Statements actual and pro forma as of June 30, 1995 (to be filed by amendment). - Exhibit 9 - Proposed Notice of Proceeding. Electronic EX-5 2 EXHIBIT 6: OPINION LETTER Exhibit 6 Milbank, Tweed, Hadley & McCloy 1 Chase Manhattan Plaza New York, NY 10005 September 25, 1995 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Central and South West Corporation Form U-l Application-Declaration Dear Sirs: We refer to the accompanying Form U-l Application- Declaration (the "Application-Declaration") 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 public utility holding company. The Application- Declaration relates to CSW's request (the "Request") for authorization to issue and sell up to 5,000,000 shares of its authorized and unissued common stock to the Central and South West Corporation Thrift Plus (the "Thrift Plan"). We have acted as special counsel for CSW in connection with the Request and, as such counsel, we are familiar with the corporate proceedings taken and to be taken by CSW in connection with the matter addressed above. We have examined originals, or copies certified to our satisfaction, of such corporate records of CSW, certificates of public officials, certificates of officers and representatives of CSW 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 CSW and other appropriate persons and statements contained in the Declaration. 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-Declaration, as it may be amended, and subject to the assumptions and conditions set forth below: 1. CSW is validly organized and duly existing under the laws of the State of Delaware. 2. All state laws applicable to the proposed transactions will have been complied with. 3. Any shares of common stock issued or sold by CSW in connection with the proposed transactions will be validly issued, fully paid and non-assessable and the holders thereof will be entitled to the rights and privileges appertaining thereto set forth in the charter or other documents defining such rights and privileges. 4. The consummation of the proposed transactions will not violate the legal rights of the holders of any securities issued by CSW or any associate company of CSW. The opinions expressed above in respect of the transactions described in the Application-Declaration 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 CSW. b. The Securities and Exchange Commission (the "Commission") shall have duly entered an appropriate order or orders granting and permitting the Application- Declaration 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 to the consummation of the transactions and all such required approvals, authorizations, consents, certificates and orders shall have been obtained and remain in effect. 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. e. The consummation of the transactions shall be conducted under our supervision and all legal matters incident thereto shall be satisfactory to us, including the receipt in satisfactory form of opinions of other counsel qualified to practice in jurisdictions pertaining to the transactions in which we are not admitted to practice. We hereby consent to the use of this opinion as an exhibit to the Application-Declaration. Very truly yours, /s/ Milbank, Tweed, Hadley & McCloy EX-99 3 EXHIBIT 9: NOTICE OF PROCEEDING Exhibit 9 SECURITIES AND EXCHANGE COMMISSION (Release No. 35- ) Filings Under the Public Utility Holding Company Act of 1935 (the "Act") ______________, 1995 Notice is hereby given that the following filing(s) has/have been made with the Commission pursuant to provisions of the Act and rules promulgated thereunder. All interested persons are referred to the application(s) and/or declaration(s) for complete statements of the proposed transaction(s) summarized below. The application(s) and/or declaration(s) and any amendment(s) thereto is/are available for public inspection through the Commission's Office of Public Reference. Interested persons wishing to comment or request a hearing on the application(s) and/or declaration(s) should submit their views in writing by ___________ __, 1995, to the Secretary, Securities and Exchange Commission, Washington, D.C. 20549, and serve a copy on the relevant applicant(s) and/or declarant(s) at the addresses specified below. Proof of service (by affidavit, or, in case of an attorney at law, by certificate) should be filed with the request. Any request for hearing shall identify specifically the issues of fact or law that are disputed. A person who so requests will be notified of any hearing, if ordered, and will receive a copy of any notice or order issued in the matter. After said date, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective. Central and South West Corporation (70- ) Central and South West Corporation ("CSW"), a Delaware corporation and a registered holding company, has filed an application-declaration pursuant to Sections 6(a) and 7 of the Public Utility Holding Company Act of 1935, as amended (the "Act"). CSW proposes to issue and sell up to 5,000,000 shares of its authorized and unissued common stock, par value $3.50 per share, (the "Additional Common Stock") to the trustee of the Central and South West Corporation Thrift Plus (the "Thrift Plan"), an employee benefit plan intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended. CSW maintains a variety of benefit programs for employees of CSW and its direct and indirect subsidiaries, including the Thrift Plan which was originally adopted by the Board of Directors of CSW and became effective on January 1, 1960. The Thrift Plan was amended and restated effective January 1, 1991, and has subsequently been amended on several occasions, most recently in December 1994. Under the Thrift Plan, participants may contribute up to 12% of their annual compensation. The Thrift Plan trustee, pursuant to written direction from each participating employee, invests funds held in each such employee's Thrift Plan account under any of five investment options: (1) the Company Stock Option (the "Stock Option"), (2) the Fixed Income Option (the "Fixed Income Option"), (3) the Capital Appreciation Option (the "Capital Appreciation Option"), (4) the Growth and Income Option (the "Growth and Income Option") and (5) the Asset Allocation Option (the "Asset Allocation Option"). Amounts invested in the Stock Option are used to purchase shares of CSW common stock; amounts invested in the Fixed Income Option are used to purchase guaranteed investment contracts or other fixed income securities; amounts invested in the Capital Appreciation Option are invested in mutual funds that have a goal of long-term growth with no emphasis on current income; amounts invested in the Growth and Income Option are invested in mutual funds that have a goal of both growth and current income; and amounts invested in the Asset Allocation Option are invested primarily in mutual funds that have a goal of maintaining a balanced portfolio comprised primarily of equity investments. Depending on the participant's length of service with CSW, CSW matches 50% or 75% of each participant's contribution up to 6% of such participant's annual compensation. Employee contributions and matching CSW contributions may be invested at the employee's option entirely in any one of the five investment options or divided among the various investment options in one percent increments. With respect to the Stock Option, the Thrift Plan trustee presently purchases shares of CSW common stock in the open market at prevailing market prices. However, the Thrift Plan permits the trustee to purchase CSW common stock from any source, including directly from CSW, in the trustee's discretion. CSW will not be able to require the Thrift Plan trustee to purchase any shares from CSW, but it is expected that the trustee will elect to purchase shares from CSW rather than in the open market because by doing so the trustee will not have to pay any brokerage fees or commissions. By order dated October 24, 1978 (HCA Rel. No. 20742)), the Securities and Exchange Commission (the "Commission") authorized CSW to issue and sell up to 1,000,000 shares of its authorized and unissued common stock to the Thrift Plan trustee pursuant to the Thrift Plan. By order dated December 9, 1980 (HCA Rel. No. 21833), the Commission authorized CSW to increase from 1,000,000 to 4,000,000 the number of authorized and unissued shares of common stock that could be issued and sold to the Thrift Plan trustee pursuant to the Thrift Plan. CSW states that it will use the proceeds from the sale of such shares for general corporate purposes. Jonathan G. Katz Secretary -----END PRIVACY-ENHANCED MESSAGE-----