-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, NxVsX7xUEqhZAUouhA7l8U4Y9Myr2Kryjkeb/rNPqhY8dyPu0PCn0gnds6PsJJMy Pi2dWZtkMiL+tnRDy1IFmg== 0000018540-95-000052.txt : 19950414 0000018540-95-000052.hdr.sgml : 19950414 ACCESSION NUMBER: 0000018540-95-000052 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950407 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/A SEC ACT: 1935 Act SEC FILE NUMBER: 070-08339 FILM NUMBER: 95527432 BUSINESS ADDRESS: STREET 1: 1616 WOODALL RODGERS FRWY CITY: DALLAS STATE: TX ZIP: 75202 BUSINESS PHONE: 2147541000 U-1/A 1 FILE ADDITIONAL EXHIBITS RE: EL PASO ELECTRIC COMPANY 1 File No. 70-8339 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 8 TO FORM U-1 APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ______________________________________ CENTRAL AND SOUTH WEST CORPORATION 1616 Woodall Rodgers Freeway P.O. Box 660164 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) ____________________________________ Stephen J. McDonnell Treasurer Central and South West Corporation 1616 Woodall Rodgers Freeway P.O. Box 660164 Dallas, Texas 75202 Joris M. Hogan Milbank, Tweed, Hadley & McCloy One Chase Manhattan Plaza New York, New York 10005 (Names and addresses of agents for service) with copies to George J. Forsyth, Guilford W. Gaylord & Rodrigo J. Howard Milbank, Tweed, Hadley & McCloy One Chase Manhattan Plaza New York, New York 10005 2 Central and South West Corporation ("CSW"), a Delaware corporation and a holding company registered under the Public Utility Holding Company Act of 1935, as amended (the "Act"), hereby files this Amendment No. 8 to the Form U-1 Application-Declaration in File No. 70-8339 for the purpose of amending the Application-Declaration in the following respects. Except as set forth herein and in the exhibits set forth below, the Application-Declaration as previously filed and amended will remain the same. The relevant portions of the Application-Declaration (including, in particular, Item 6 and the related Index of Exhibits) are hereby amended to include and file the following additional exhibits. Item 6. Exhibits and Financial Statements. I. Exhibits. D-1.18 Proposal for Interim Decision (1/3/95) D-1.19 Exceptions to Proposal for Interim Decision (1/17/95) D-1.20 Replies to Exceptions to Proposal for Interim Decision (1/30/95) D-1.21 Supplemental Proposal for Interim Decision (2/14/95) D-1.22 Exceptions to Supplemental Proposal for Interim Decision (2/17/95) D-1.23 Order No. 16: Interim Order, Severed Order and Order of Remand (3/3/95) D-2.6 New Mexico Public Utility Commission Second Procedural Order (10/27/94) D-2.7 El Paso Electric Company and Central and South West Services, Inc. Prehearing Brief and Supplemental Testimonies of Carpenter, Bruder and Cohn (11/18/94) D-2.8 Central and South West Services, Inc. Supplemental Direct Testimony of Carpenter, Bruder and Cohn (11/18/94) D-2.9 New Mexico Public Utility Commission Direct Testimony of Curl, O'Connor and Brenner (1/20/95) 3 I. Exhibits (Cont'd). D-2.10 Southwestern Public Service Company Direct Testimony and Workpapers of Hudson and Slater (1/20/95) D-2.11 El Paso Electric Company and Central and South West Services, Inc. Missing Pages to Hudson's Testimony (1/23/95) D-2.12 El Paso Electric Company and Central and South West Services, Inc. Insert to Hudson's Testimony (1/26/95) D-2.13 El Paso Electric Company and Central and South West Services, Inc. Rebuttal Testimony (2/10/95) D-2.14 New Mexico Public Utility Commission Errata to the Pre-Filed Direct Testimony of Benjamin O'Connor (2/20/95) D-3.78 Federal Energy Regulatory Commission's Designation of Presiding Law Judge (8/1/94) D-3.79 Central and South West Services, Inc. and El Paso Electric Company's Letter to the FERC Accepting New Comparability Standards for the Merger Proceedings (8/10/94) D-3.80 Federal Energy Regulatory Commission Order Scheduling Prehearing Conference (8/11/94) D-3.81 Federal Energy Regulatory Commission Order Establishing Procedural Schedule and Additional Procedures (8/19/94) D-3.82 Federal Energy Regulatory Commission Erratum to Order Establishing Procedural Schedule and Additional Procedures (8/22/94) D-3.83 Federal Energy Regulatory Commission Order Adopting Restricted Service List (8/30/94) D-3.84 Public Utilities Board of the City of Brownsville, Texas Application for Rehearing (8/31/94) D-3.85 TDU Customers Request for Rehearing (8/31/94) D-3.86 New Mexico Public Utility Commission Response to Motion for Expedited Clarification (9/2/94) D-3.87 Southwestern Public Service Company's Answer of SPS to Motion for Expedited Clarification (9/9/94) D-3.88 TDU Customers Answer of TDU Customers to Applicants' Motion for Clarification (9/9/94) D-3.89 City of Las Cruces, New Mexico Answer to Motion for Expedited Clarification of EPE and CSW (9/9/94) 4 I. Exhibits (Cont'd). D-3.90 Cajun Electric Power Cooperative, Inc. Response to Motion for Expedited Clarification (9/9/94) D-3.91 Public Utilities Board of the City of Brownsville, Texas Answer to Applicants' Motion for Expedited Clarification (9/9/94) D-3.92 Federal Energy Regulatory Commission Order Rescheduling Technical Conference Meeting (9/9/94) D-3.93 Federal Energy Regulatory Commission Order to Correct Restricted Service List (9/9/94) D-3.94 Cajun Electric Power Cooperative, Inc. Motion for the Establishment of Additional Procedures, for Extension of Procedural Schedule and Request for Shortening of Response Time (9/12/94) D-3.95 Federal Energy Regulatory Commission List of Attendees for the Technical Conference on September 19, 1994 (9/13/94) D-3.96 El Paso Electric Company and Central and South West Services, Inc. Answer to Motion for Expedited Clarification of PNM (9/15/94) D-3.97 Southwestern Public Service Company Motion to Reject EPE and CSW's Pro-Forma Tariffs (9/16/94) D-3.98 Southwestern Public Service Company Notice of Intent to Depose Stephen B. Jones (9/21/94) D-3.99 Cajun Electric Power Cooperative, Inc. Answer in Support of the Motion of SPS to Reject Pro-Forma Tariffs (9/22/94) D-3.100 Southwestern Public Service Company Motion to Strike and Request for Expedited Consideration of SPS (9/23/94) D-3.101 El Paso Electric Company and Central and South West Services, Inc. Petition for Reconsideration of El Paso Electric Company (9/23/94) D-3.102 City of Las Cruces, New Mexico Answer to Motion by Cajun for the Establishment of Additional Procedures, for Extension of the Procedural Schedule and Request for Shortening of Request Time (9/23/94) D-3.103 Southwestern Public Service Company Answer to Motion for the Establishment of Additional Procedures and for Extension of the Procedural Schedule (9/23/94) 5 I. Exhibits (Cont'd). D-3.104 TDU Customers Answer to Motion of Cajun for Establishment of Additional Procedures, for Extension of the Procedural Schedule and Request for Shortening of Response Time (9/26/94) D-3.105 Federal Energy Regulatory Commission Chief Judge's Order Shortening Response Time (9/26/94) D-3.106 Louisiana and Arkansas Public Service Commission Response in Support of Cajun's Motion for the Establishment of Additional Procedures (9/26/94) D-3.107 El Paso Electric Company and Central and South West Services, Inc. Answer to Cajun's Motion for the Establishment of Additional Procedures, for Extension of Procedural Schedule and Request for Shortening of Response Time (9/27/94) D-3.108 El Paso Electric Company and Central and South West Services, Inc. Answer to Motion to Reject Pro-Forma Tariffs of SPS (9/29/94) D-3.109 Federal Energy Regulatory Commission Order Scheduling Prehearing Conference Concerning Discovery and Motion to Strike (9/29/94) D-3.110 Federal Energy Regulatory Commission Order Granting Rehearing for Purpose of Further Consideration (9/29/94) D-3.111 Oklahoma Corporation Commission Answer to Cajun's Motion for the Establishment of Additional Procedures, for Extension of Procedural Schedule and Request for Shortening of Leave Time (9/29/94) D-3.112 South Texas Electric Cooperative, Inc. and Medina Electric Cooperative, Inc. Motion for Leave to Intervene Out of Time (9/30/94) D-3.113 El Paso Electric Company and Central and South West Services, Inc. Answer to Motion to Strike (9/30/94) D-3.114 TDU Customers Answer to Motion of SPS to Strike and for Expedited Consideration (9/30/94) D-3.115 City of Las Cruces, New Mexico Answer in Support of the Motion to Strike of SPS (9/30/94) D-3.116 TDU Customers Answer to Motion of SPS to Reject CSW's Pro-Forma Tariffs (9/30/94) D-3.117 Commission Trial Staff Answer to SPS's Motion to Strike and Request for Expedited Consideration (9/30/94) 6 I. Exhibits (Cont'd). D-3.118 City of Las Cruces, New Mexico Answer in Support of Motion of SPS to Reject EPE and CSW's Pro-Forma Tariffs (10/3/94) D-3.119 Federal Energy Regulatory Commission Notice of Extension of Time (10/6/94) D-3.120 Cajun Electric Cooperative, Inc. Motion for Suspension of the Procedural Schedule and Convening of a Prehearing Conference (10/6/94) D-3.121 Federal Energy Regulatory Commission Order Scheduling Prehearing Conference (10/6/94) D-3.122 Federal Energy Regulatory Commission Order Granting Motion to Intervene, Striking Testimony and Concerning Discovery (10/6/94) D-3.123 TDU Customers Answer to Petition for Reconsideration of El Paso Electric Company (10/11/94) D-3.124 Southwestern Public Service Company Answer in Opposition to Petition for Reconsideration of EPE (10/11/94) D-3.125 El Paso Electric Company and Central and South West Services, Inc. Answer of EPE and CSW Opposing Suspension of Procedural Schedule (10/11/94) D-3.126 Federal Energy Regulatory Commission Order Amending Procedural Schedule and Concerning Discovery (10/13/94) D-3.127 El Paso Electric Company and Central and South West Services, Inc. Summaries of Prepared Direct Testimony (9/30/94) D-3.128 Arkansas Public Service Commission Answering Testimony and Exhibits of Berry and Jones (11/14/94) D-3.129 LPSC/OCC/PUCT Direct Testimony of Baron/Crosslin/Seybold (11/14/94) D-3.130 City of Brownsville, Texas Answering Testimony and Summaries of Rhorer, Maddox and Miller (11/15/94) D-3.131 Northeast Texas Electric Coop., Inc./Tex-La Electric Coop., Inc. Answering Testimony and Summary of Liebold (11/15/94) D-3.132 Cajun Electric Power Cooperative, Inc. Answering Testimony of Elmer (11/15/94) D-3.133 Texas Office of Public Counsel Answering Testimony, Exhibits, Workpapers and Summaries of Effron and Szerszen (11/15/94) 7 I. Exhibits (Cont'd). D-3.134 TDU Customers Answering Testimony, Exhibits and Summary of Moore (11/15/94) D-3.135 Southwestern Public Service Company Answering Testimony, Exhibits, Workpapers and Summaries of Hudson, Slater and Olson (11/15/94) D-3.136 City of Las Cruces, New Mexico Answering Testimony, Exhibits and Summaries of Movish and Zaldo (11/15/94) D-3.137 Federal Energy Regulatory Commission Answering Testimony, Exhibits and Summaries of Wentworth, Tekumalla, Poffenberger, Dragg, Deters and Faust (11/15/94) D-3.138 APSC/LPSC/NTEC/PUCT/TDU Cross Testimony of Berry/Jones/Baron/Liebold/Seybold/Moore (12/2/94) D-3.139 Federal Energy Regulatory Commission Rebuttal Testimony of Joe L. Dragg (12/2/94) D-3.140 Public Service Company of New Mexico Motion to Supplement Answering Testimony (12/2/94) D-3.141 Public Service Company of New Mexico Supplemental Answering Testimony of Jack D. Maddox (12/2/94) D-3.142 TDU Customers Affidavits of Michael K. Moore (12/5/94) D-3.143 Arkansas Public Service Commission Workpapers of Jones and Berry (12/6/94) D-3.144 El Paso Electric Company and Central and South West Services, Inc. Rebuttal Testimony (12/2/94) D-5.42 El Paso Electric Company and Central and South West Services, Inc. Answer to Motion for Expedited Clarification of PNM (9/15/94) D-5.43 Southwestern Public Service Company Motion of SPS for Extension of Time to Submit Supplemental Pleadings (9/27/94) D-5.44 Federal Energy Regulatory Commission Notice Shortening Answer Period (9/28/94) D-5.45 Federal Energy Regulatory Commission Order Dismissing Request for Rehearing and Clarification without Prejudice, and Authorizing the Secretary to Reject Future Requests (9/30/94) D-5.46 El Paso Electric Company and Central and South West Services, Inc. Answer to Motion of SPS for Extension of Time to Submit Supplemental Pleadings (10/3/94) 8 I. Exhibits (Cont'd). D-5.47 Federal Energy Regulatory Commission Notice Denying Extension of Time (10/6/94) D-5.48 Southwestern Public Service Company Supplemental Pleading of SPS (10/11/94) D-5.49 El Paso Electric Company and Central and South West Services, Inc. Motion for Leave to File Supplemental Pleading One Day Out-Of-Time; Report of EPE and CSW Analyzing SPS' Reliability Studies of Their Request for Transmission Services (10/12/94) D-5.50 TDU Customers Answer of TDU Customers to Supplemental Pleadings of CSW and SPS (10/26/94) D-7.13 El Paso Electric Company and Central and South West Services, Inc. Letter to NRC Providing a Summary of the FERC Orders Related to CSW/EPE's Section 203 Merger Case and Section 211 Case (8/12/94) D-7.14 Central and South West Services, Inc. Letter to NRC to Provide Copy of CSW's September 12, 1994 Letter to EPEC (9/21/94) D-15 Order of Bankruptcy Court dated October 11, 1994 (Granting El Paso Electric Company Application for Special Litigation Counsel) H-17 CSW Quarterly Report on Form 10-Q for the quarter ended June 30, 1994 (previously filed with the Commission and hereby incorporated by reference) H-18 CSW Quarterly Report on Form 10-Q for the quarter ended September 30, 1994 (previously filed with the Commission and hereby incorporated by reference) H-19 EPE Quarterly Report on Form 10-Q for the quarter ended June 30, 1994 (previously filed with the Commission and hereby incorporated by reference) H-20 EPE Quarterly Report on Form 10-Q for the quarter ended September 30, 1994 (previously filed with the Commission and hereby incorporated by reference) H-21 CSW Annual Report on Form 10-K for the year ended December 31, 1994 (previously filed with the Commission and hereby incorporated by reference) H-22 CSW Annual Report to Shareholders for the year ended December 31, 1994 (previously furnished to the Commission and hereby incorporated by reference) 9 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: April 6, 1995 CENTRAL AND SOUTH WEST CORPORATION By: /s/ STEPHEN J. MCDONNEL Stephen J. McDonnell Treasurer 10 Milbank, Tweed, Hadley & McCloy 1 Chase Manhattan Plaza New York, N.Y. 10005 (212) 530-5000 April 6, 1995 Mr. Robert P. Wason Chief Financial Analyst Office of Public Utility Regulation, Division of Investment Management Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Central and South West Corporation, File No. 70-8339 Dear Mr. Wason: This letter is submitted on behalf of Central and South West Corporation ("CSW") to advise you and the members of the Securities and Exchange Commission ("Commission") and its staff ("Staff") of a number of developments relating to CSW's proposed acquisition of El Paso Electric Company ("El Paso") and to provide the Commission and Staff with an update of certain matters described in CSW's Form U-1 Application- Declaration in File No. 70-8339, as amended (the "Application- Declaration"). Contemporaneously with the submission of this letter, CSW is filing an Amendment No. 8 to the Application-Declaration and a related Form SE for the purpose of filing a number of exhibits from other regulatory proceedings relating to the proposed acquisition. CSW in October 1994 submitted an amendment -- Amendment No. 7 - -- to the Application-Declaration, together with a response to certain comments, requests for hearing and petitions for leave to intervene. Since that time, a number of developments have occurred which CSW believes should be brought to the attention of the Commission and Staff. * Texas: A proposal for decision was issued on January 3, 1995 by the hearing examiners appointed by the Public Utility Commission of Texas ("PUCT") to hear the applications filed by CSW and El Paso relating to the proposed transactions.[1] In that proposed decision, the hearing examiners found that the ____________________________ [1] Prior to commencement of the hearings before the PUCT, CSW and El Paso offered the direct testimony of 58 witnesses. After the Staff of the PUCT, the Office of the Public Utility Counsel and the intervenors filed their respective testimony and exhibits, CSW and El Paso submitted their rebuttal case through the prepared testimony of 51 witnesses. At the hearings before the PUCT, which covered over 11,600 transcript pages, CSW and El Paso offered 172 exhibits into evidence. 11 proposed acquisition of El Paso by CSW would result in substantial cost savings ranging from $309 million to $379.4 million over the first ten years of the proposed acquisition. In addition, the hearing examiners recommended, conditionally, that the acquisition be found to be in the public interest, subject to the resolution of certain matters relating to the potential loss of load by El Paso in New Mexico and municipalization efforts by the City of Las Cruces, and the resolution of certain problems with the steam generators at the Palo Verde Nuclear Generating Station. On March 3, 1995, the PUCT issued an interim order with respect to the proposed acquisition. The interim order found the proposed acquisition to be in the public interest, subject to the successful resolution of certain matters relating to the Palo Verde Nuclear Generating Station and the potential loss of load in New Mexico, and provides for a $24.9 million base rate increase for El Paso. The interim order adopted most of the hearing examiner's recommendations. The most significant revision to such recommendations was an increase in the allowed return on equity from 11.5% to 12%. In connection with the issuance of the interim order, the PUCT Chairman indicated that his vote on several significant issues would be subject to reconsideration based on motions for reconsideration that might be filed by the parties. The interim decision allowed for motions for reconsideration to be filed on these issues. Motions for reconsideration of the PUCT's interim order were filed on March 23, 1995, and replies to such motions were filed on April 3, 1995. The issues designated by the PUCT for reconsideration included: conditioning approval of the proposed acquisition on resolution of the Las Cruces and Palo Verde issues; the rate treatment of the tax effects of lease rejection damages; recovery of any acquisition adjustment; and deferred costs associated with the regulatory lag period prior to the rate treatment of Palo Verde Unit 3. Copies of the hearing examiners' January 3, 1995 proposal for decision and the PUCT's March 3, 1995 interim order are submitted as Exhibits D-1.18 and D-1.23 to the Application-Declaration, respectively.[2] ____________________________ [2] Additional information regarding the Palo Verde and Las Cruces situations, and CSW's position with respect thereto, is set forth in CSW's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 (Exhibit H-21 to the Application-Declaration), CSW's Quarterly Report on Form 10-Q for the quarter ended September 30, 1994 (Exhibit H-18 to the Application-Declaration), and CSW-El Paso Exceptions to the Proposal For Interim Decision (Exhibit D-1.19 to the Application-Declaration). The aforementioned exhibits were filed by CSW today under cover of Form SE along with Amendment No. 8 to the Application-Declaration. 12 * New Mexico: CSW and El Paso offered direct testimony of 12 witnesses. On November 15, 1994, supplemental testimony of three additional witnesses was filed at the direction of the hearing examiner of the New Mexico Public Utility Commission ("NMPUC"). Following discovery, on January 20, 1995, the NMPUC Staff and one other intervenor submitted testimony and exhibits of five witnesses. The testimony of the NMPUC Staff recommended approval of the proposed acquisition. On February 10, 1995, CSW and El Paso submitted their rebuttal case through the prepared testimony and exhibits of three witnesses. Hearings on the proposed acquisition were held by the NMPUC beginning on February 27, 1995 and were completed on March 2, 1995. During the hearing, 14 witnesses were cross-examined and 56 exhibits were admitted into evidence. Initial briefs were filed on March 24, 1995. Reply briefs are due on April 7, 1995. The NMPUC's procedural schedule allows for the issuance of an order by the first week of June 1995. A second application was filed with the NMPUC on April 5, 1995 to obtain authorization for the issuance of securities by Reorganized EPE in connection with the proposed acquisition. * FERC: On November 15, 1994, following discovery, the trial staff of the Federal Energy Regulatory Commission ("FERC") and intervenors submitted their respective answering cases through the prepared testimony and exhibits of 24 witnesses. On December 2, 1994, the FERC trial staff and intervenors filed cross-answering cases through the testimony and exhibits of eight witnesses. On December 12, 1994, CSW and El Paso submitted their rebuttal case through the prepared testimony and exhibits of 11 witnesses. Hearings before a FERC administrative law judge commenced on January 3, 1995 and ended on January 25, 1995 and cover over 3,000 transcript pages. During the hearing, 28 witnesses were cross-examined and 206 exhibits were admitted into evidence. Stipulations and agreements between various parties reduced the number of intervenors actively participating in the hearing from 13 on the first day of the hearing to eight at the end of the hearing. In its post-trial brief, the FERC trial staff concluded that the proposed acquisition would produce more than $250 million of net quantifiable savings in financial and operating costs in the first ten years of post-acquisition operations in addition to the substantial benefit of removing El Paso from bankruptcy. The FERC trial staff recommended that the proposed acquisition be approved subject only to the condition that CSW and El Paso make available to other utilities the use of the CSW and El Paso transmission systems on a basis that is comparable to their own uses. 13 The FERC administrative law judge is expected to issue an initial decision this month. * Hart-Scott: CSW expects to file the notification and report required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with the Antitrust Division of the U.S. Department of Justice and the Federal Trade Commission in the near future. As the foregoing summary indicates, a number of open matters have been resolved since October 1994. At the same time, a number of open matters remain, including the need to obtain approval of the Commission and other regulatory bodies, and for such approvals to become "Final Orders" (as defined in the Merger Agreement) on or before the June 8, 1995 "Termination Date" set by the Merger Agreement.[3] ____________________________ [3] Additional open matters include resolution of the Palo Verde situation and the potential loss of load by El Paso, particularly in the City of Las Cruces, New Mexico; however, these open matters do not require the Commission to postpone its consideration of the Application-Declaration or to delay the issuance of an appropriate order thereon. 14 In view of the progress made to date, and the need for expeditious action by the Commission, CSW respectfully requests that the Commission take timely action to ensure that the Application-Declaration is considered promptly and expeditiously, and that an appropriate order with respect thereto is entered as soon as possible. Yours very truly, /s/ Joris M. Hogan Joris M. Hogan cc: Ferd. C. Meyer, Jr. Eduardo A. Rodriguez Stephen Fogel Douglas E. Michael Kevin J. Burke Laurence T. Sorkin Gary W. Wolf Gerald J. Diller Clinton A. Vince J. Cathy Fogel William L. Lutz Noel J. Darce Mary W. Cochran Paul R. Hightower Norma K. Scogin Liz Bills Steven Baron James C. Martin M.D. Sampels Floyd L. Norton, IV R.D. Keeney EX-99 2 EXHIBIT INDEX 1 INDEX OF EXHIBITS The number in parentheses after each exhibit description refers to the number of the amendment to this Application-Declaration with which that exhibit was filed (exhibit descriptions followed by "(0)" were filed with the original Form U-1 Application-Declaration). In accordance with Rule 202 of Regulation S-T, exhibits denoted by an asterisk (*) are being filed in paper pursuant to a continuing hardship exemption. EXHIBIT TRANSMISSION NUMBER EXHIBIT METHOD - ------- ------- ------------ A-1 Second Restated Certificate of Incorporation By Reference of CSW (incorporated by reference to CSW's Annual Report on Form 10-K for the year ended December 31, 1992 (Exhibit H-1 hereto)) (0) A-2 By-Laws of CSW (incorporated by reference to By Reference CSW's Annual Report on Form 10-K for the year ended December 31, 1992 (Exhibit H-1 hereto)) (0) A-3 Articles of Incorporation of EPE (0) --- A-4 By-Laws of EPE (0) --- A-5 Form of Articles of Incorporation of CSW --- Sub (to be filed by amendment) A-6 Form of By-Laws of CSW Sub (to be filed by --- amendment) A-7 Form of Amended and Restated Articles of --- Incorporation of Reorganized EPE (including Statement of Resolution Establishing Series of Shares) (0) A-8 Form of By-Laws of Reorganized EPE (0) --- A-9 Form of Articles of Merger (0) --- A-10 Form of CSW Common Stock Certificate (0) --- A-11 Form of CSW Sub Common Stock Certificate --- (to be filed by amendment) A-12 Form of Reorganized EPE Preferred Stock --- Certificate (to be filed by amendment) A-13 Form of Reorganized EPE First Mortgage Bond --- Indenture, including forms of bonds (1) 2 A-14 Form of Reorganized EPE Second Mortgage --- Bond Indenture, including forms of bonds (1) A-15 Form of Reorganized EPE Senior Debt --- Securities Indenture, including forms of notes (1) A-16 Form of Reorganized EPE Term Loan Agreement --- for Class 3A Secured Floating Rate Notes (including form of note) (0) A-17 Form of Reorganized EPE Term Loan Agreement --- for Class 5A Secured Floating Rate Notes (including forms of note) (0) A-18 Form of Reorganized EPE Term Loan Agreement --- for Class 6A Secured Floating Rate Notes (including form of note) (0) A-19 Form of Reorganized EPE Term Loan Agreement --- for Class 13 Senior Floating Rate Notes (including form of note) (0) A-20 Forms of Reorganized EPE Letter of Credit --- and Reimbursement Agreements (1) A-21 Summary of Variances from Statement of Policy --- Regarding First Mortgage Bonds Subject to the Public Utility Holding Company Act of 1935 (0) A-22 Summary of Variances from Statement of Policy --- Regarding Preferred Stock Subject to the Public Utility Holding Company Act of 1935 (0) B-1 CSW-EPE Merger Agreement (0) --- B-2 EPE Modified Third Amended Plan of --- Reorganization (0) B-3 Disclosure Statement to EPE Modified Third --- Amended Plan of Reorganization (without exhibits) (0) B-4 CSW System Operating Agreement (0) --- B-5 Form of CSW System-EPE Operating --- Agreement (0) B-6 CSW System Service Agreement (0) --- B-7 CSWS-EPE Service Agreement (to be filed by --- amendment) 3 B-8 OP Settlement Agreements (0) --- B-9 APS Settlement Agreement (0) --- B-9.1 Supplement to APS Settlement Agreement (1) --- D-1 Application to the PUCT (2) --- D-1.1 Presiding Officer's Order No. 1: Suspension --- Order and Notice of Consolidated Prehearing Conference (1/12/94) (4) D-1.2 Order No. 2: Rescheduling Prehearing --- Conference (1/14/94) (4) D-1.3 Order No. 3: Granting Motion to Extend --- (1/31/94) (4) D-1.4 Order No. 4: Prehearing Order, Notice of --- Hearing on the Merits, Consolidation of Dockets (2/02/94) (4) D-1.5 Order No. 5: Order Denying Motion to --- Reconsider (2/04/94) (4) D-1.6 Order No. 6: Suspending Deadline for Filing --- Motion for Material Deficiencies (2/07/94) (4) D-1.7 Order No. 7: Extending Time for Filing --- Motion to Compel; Revenue Requirement Phase (2/07/94) (4) D-1.8 Errata Filing, Docket Nos. 12700 & 12701 --- (2/15/94) (4) D-1.9 Order No. 8: Protective Order (2/16/94) (4) --- D-1.10 Order No. 9: Scheduling Prehearing --- Conference (2/17/94) (4) D-1.11 Order No. 10: Regarding Regional Hearing --- (2/18/94) (4) D-1.12 Order No. 11: Rescheduling Time of --- Prehearing and Adding Topic to be Discussed (2/23/94) (4) D-1.13 Order No. 12: Ruling on OPC's Motion to --- Compel EPEC and CSW to Respond to OPC's Third Request for Information (3/01/94) (4) 4 D-1.14 Order No. 13: Memorializing Prehearing --- Order (3/07/94) (4) D-1.15 Order No. 14: Notice of Regional Hearing, --- and Procedure for Consolidating Appeals from City Ratemaking Ordinances (3/14/94) (4) D-1.16 Order No. 15: Ordering the Companies to File --- and Index (3/23/94) (4) D-1.17 Summary of Merger Benefits (7) --- D-1.18 Proposal for Interim Decision (1/3/95) P* D-1.19 Exceptions to Proposal for Interim Decision P* (1/17/95) D-1.20 Replies to Exceptions to Proposal for Interim P* Decision (1/30/95) D-1.21 Supplemental Proposal for Interim Decision P* (2/14/95) D-1.22 Exceptions to Supplemental Proposal for P* Interim Decision (2/17/95) D-1.23 Order No. 16: Interim Order, Severed Order P* and Order of Remand (3/3/95) D-2 Application to the NMPUC (to be filed by --- amendment) D-2.1 New Mexico Public Utility Commission --- Procedural Order (4/05/94) (5) D-2.2 New Mexico Public Utility Commission Order --- Amending Procedural Schedule (7/13/94) (6) D-2.3 New Mexico Public Utility Commission Order --- Requiring Pre-Hearing Briefs and Supple- mental Testimony (7/28/94) (6) D-2.4 New Mexico Public Utility Commission Order --- Amending Procedural Schedule (8/08/94) (6) D-2.5 New Mexico Public Utility Commission Order --- Amending Procedural Schedule (9/01/94) (6) 5 D-2.6 New Mexico Public Utility Commission Second P* Procedural Order (10/27/94) D-2.7 El Paso Electric Company and Central and P* South West Services, Inc. Prehearing Brief and Supplemental Testimonies of Carpenter, Bruder and Cohn (11/18/94) D-2.8 Central and South West Services, Inc. P* Supplemental Direct Testimony of Carpenter, Bruder and Cohn (11/18/94) D-2.9 New Mexico Public Utility Commission Direct P* Testimony of Curl, O'Connor and Brenner (1/20/95) D-2.10 Southwestern Public Service Company Direct P* Testimony and Workpapers of Hudson and Slater (1/20/95) D-2.11 El Paso Electric Company and Central and South P* West Services, Inc. Missing Pages to Hudson's Testimony (1/23/95) D-2.12 El Paso Electric Company and Central and South P* West Services, Inc. Insert to Hudson's Testimony (1/26/95) D-2.13 El Paso Electric Company and Central and South P* West Services, Inc. Rebuttal Testimony (2/10/95) D-2.14 New Mexico Public Utility Commission Errata to P* the Pre-Filed Direct Testimony of Benjamin O'Connor (2/20/95) D-3 Section 203 Application to the FERC (2) --- D-3.1 Federal Energy Regulatory Commission Notice --- of Filing (1/13/94) (4) D-3.2 El Paso Electric Company and Central and --- South West Services, Inc. Supplemental Filing to Exhibit G and Workpapers for George R. Hall (1/13/94) (4) D-3.3 Texas Office of Public Utility Counsel, --- Public Utility Commission of Texas, Attorney General of the State of New Mexico, Louisiana Public Service Commission, and City of Las Cruces Motion for an Extension of Time to File Protests and Interventions and Request for Expedited Action on this Motion (1/18/94) (4) 6 D-3.4 Southwestern Public Service Company Motion --- for an Extension of Time (1/18/94) (4) D-3.5 Arkansas Public Service Commission Response --- in Support of Motion for an Extension of Time to File Protests and Interventions (1/19/94) (4) D-3.6 Arkansas Public Service Commission Notice --- of Intervention (1/19/94) (4) D-3.7 Federal Energy Regulatory Commission Notice --- of Filing (1/21/94) (4) D-3.8 El Paso Electric Company and Central and --- South West Services, Inc. Answer to Motions for Extension of Time (1/21/94) (4) D-3.9 Louisiana Public Service Commission Notice --- of Intervention (1/27/94) (4) D-3.10 Federal Energy Regulatory Commission Notice --- of Extension of Time (1/28/94) (4) D-3.11 New Mexico Industrial Energy Consumers --- Motion for Leave to Intervene (2/01/94) (4) D-3.12 El Paso Electric Company and Central and --- South West Services, Inc. Filing to Provide Workpapers for Applicants' Witnesses: Samuel C. Hadaway, David A. Harrell, and James A. Bruggeman (2/03/94) (4) D-3.13 New Mexico Public Utility Commission Notice --- of Intervention (2/08/94) (4) D-3.14 City of El Paso, Texas Notice of --- Intervention and Motion to Intervene (2/15/94) (4) D-3.15 Texas-New Mexico Power Company Motion to --- Intervene (2/17/94) (4) D-3.16 Salt River Project Agricultural Improvement --- and Power District Motion to Intervene (2/22/94) (4) D-3.17 Arizona Public Service Company Motion to --- Intervene (2/22/94) (4) 7 D-3.18 Southern California Public Power Authority --- Motion for Leave to Intervene (2/22/94) (4) D-3.19 Dona Ana County, New Mexico Motion to --- Intervene (2/23/94) (4) D-3.20 Louisiana Public Service Commission Protest, --- Request for Hearing, Motion for Consolidation (2/24/94) (4) D-3.21 Texas Utilities Electric Company Motion to --- Intervene (2/24/94) (4) D-3.22 Public Utility Commission of Texas Notice of --- Intervention, Protest, Motion for Consolidation, and Request for Hearing (2/24/94) (4) D-3.23 Arkansas Public Service Commission Protest --- and Request for Hearing (2/24/94) (4) D-3.24 New Mexico Attorney General Motion to --- Intervene and Protest (2/24/94) (4) D-3.25 Tucson Electric Power Company Motion to --- Intervene (2/24/94) (4) D-3.26 Southern California Edison Company Motion --- for Leave to Intervene (2/24/94) (4) D-3.27 Texas Office of Public Utility Counsel --- Motion to Intervene, Motion for Consolidation, Protest, and Request for Hearing (2/25/94) (4) D-3.28 Houston Lighting & Power Company Motion to --- Intervene (2/25/94) (4) D-3.29 Imperial Irrigation District Motion to --- Intervene (2/25/94) (4) D-3.30 Entergy Service, Inc. Motion to Intervene --- (2/25/94) (4) D-3.31 Cajun Electric Power Cooperative, Inc. --- Motion to Intervene, Protest, and Request for Hearing (2/25/94) (4) 8 D-3.32 TDU Customers Joint and Several Motion to --- Intervene and Request that the Commission Initiate Hearing Procedures of Certain Transmission Dependent Customers on the Central and South West Corporation and Southwestern Public Service Company Systems (2/25/94) (4) D-3.33 Northeast Texas Electric Cooperative, Inc. --- Motion to Intervene (2/25/94) (4) D-3.34 Tex-La Electric Cooperative of Texas, Inc. --- Motion to Intervene (2/25/94) (4) D-3.35 Oklahoma Corporation Commission Notice of --- Intervention (2/25/94) (4) D-3.36 Plains Electric Generation and Transmission --- Cooperative, Inc. Motion to Intervene, Protest and Request for Hearing (2/25/94) (4) D-3.37 Public Service Company of New Mexico --- Protest, Motion for Leave to Intervene, Request for Hearing, and Motion to Consolidate FERC Docket No. TX94-2-000 with this Proceeding (2/25/94) (4) D-3.38 Southwestern Public Service Company Motion --- to Intervene, Protest, Motion to Consolidate, and Request for Hearing (2/25/94) (4) D-3.39 City of Las Cruces, New Mexico Motion to --- Intervene and Protest (2/25/94) (4) D-3.40 Public Service Company of New Mexico Motion --- for Leave to File One Day Out of Time (2/28/94) (4) D-3.41 El Paso Electric Company and Central and --- South West Services, Inc. Response to Notice of Intervention of the New Mexico Public Utility Commission (3/01/94) (4) D-3.42 Southwestern Public Service Company Answer --- to Applicants' Motion for an Extension of Time to Answer (3/02/94) (4) D-3.43 Arkansas Public Service Commission Response --- in Opposition to Motion for Extension of Time to Answer, Motion to Intervene (3/03/94) (4) 9 D-3.44 Public Utilities Board, City of Brownsville, --- Texas Motion to Intervene, Protest, and Answer (3/04/94) (4) D-3.45 American Forest and Paper Association Motion --- to Intervene and Protest and Motion to Consolidate (3/07/94) (4) D-3.46 Federal Energy Regulatory Commission Notice --- of Extension of Time (3/08/94) (4) D-3.47 El Paso Electric Company and Central and --- South West Services, Inc. Supplemental Filing to Exhibit G (3/21/94) (4) D-3.48 El Paso Electric Company and Central and --- South West Services, Inc. Answer to Motions to Intervene (3/21/94) (4) D-3.49 New Mexico Public Utility Commission Reply --- to Applicants' Response (3/30/94) (5) D-3.50 American Forest and Paper Association --- Reply to the Improper Answer of Applicants (4/01/94) (5) D-3.51 Public Utility Commission of Texas Response --- to Answer of Applicants Motions to Intervene (4/04/94) (5) D-3.52 City of Las Cruces Motion to Reply and --- Answer to Applicants' Answer to Interventions (4/05/94) (5) D-3.53 Public Service Company of New Mexico Motion --- for Leave to File Response and Response to Applicants' Answer (4/05/94) (5) D-3.54 Southwestern Public Service Company Answer --- in Opposition to Applicants' Request for Leave to Respond to Protests (4/05/94) (5) D-3.55 El Paso Electric Company and Central and --- South West Services, Inc. Response to Answers by Certain Intervenors to Applicants' Answer filed March 21, 1994 (4/19/94) (5) D-3.56 Federal Energy Regulatory Commission Answer --- to El Paso Electric Company's Application of March 22, 1994 (4/20/94) (5) 10 D-3.57 Southwestern Public Service Company Answer --- to Applicants' Response to Answers filed April 19, 1994 (5/02/94) (5) D-3.58 Central and South West Services, Inc. and --- El Paso Electric Company Letter to the Federal Energy Regulatory Commission to Update David Harrell's Benefits Analysis (5/17/94) (6) D-3.59 Southwestern Public Service Company Motion --- for Leave to Amend Protest to Address Application of the Commission's New Policy Regarding Comparability of Service (5/26/94) (6) D-3.60 El Paso Electric Company and Central and --- South West Services, Inc. Answer to SPS' Motion to Amend Protest to Address Application of the Commission's New Policy Regarding Comparability of Service (6/10/94) (6) D-3.61 City of Las Cruces, New Mexico Answer to --- Motion of SPS to Address Application of the Commission's Newly Announced Policy Regarding Comparability of Service (6/10/94) (6) D-3.62 Plains Electric Generation and Transmission --- Cooperative, Inc. Answer to SPS' Motion to Amend SPS' Protest to Address Transmission Comparability Issues (6/10/94) (6) D-3.63 City of Las Cruces, New Mexico Motion to --- Lodge Decision of U.S. Court of Appeals for the District of Columbia Circuit for EPE to File an Open Access Tariff (6/20/94) (6) D-3.64 Central and South West Services, Inc. and El --- Paso Electric Company Letter to the Federal Energy Regulatory CommissionResponding to Filing Made by Plains Cooperative and City OF Las Cruces Which Supported a Previous Pleading by SPS to Amend SPS' Protest (6/28/94) (6) D-3.65 Central and South West Services, Inc. and --- El Paso Electric Company Answer to the City of Las Cruces' Motion to Lodge for EPE to File an Open Access Tariff (7/25/94) (6) D-3.66 Southwestern Public Service Company Motion --- for Leave to Supplement Record (7/08/94) (6) 11 D-3.67 Central and South West Services, Inc. and --- El Paso Electric Company Response to SPS' Motion For Leave to Supplement Record (7/15/94) (6) D-3.68 Federal Energy Regulatory Commission Signed --- Final FERC Order On Merger Application and Rate Filing (8/01/94) (6) D-3.69 Central and South West Services, Inc. and --- El Paso Electric Company Motion for Expedited Clarification of FERC's August 1, 1994 Order on Merger Application and Rate Filing (8/25/94) (6) D-3.70 Federal Energy Regulatory Commission --- Approved Order for Central and South West Services, Inc. and El Paso Electric Company (8/25/94) (6) D-3.71 American Forest and Paper Association Request --- for Rehearing to the FERC (8/30/94) (6) D-3.72 Public Service Company of New Mexico Motion --- for Clarification and Request for Rehearing to the FERC (8/31/94) (6) D-3.73 Arkansas Public Service Commisson Petition --- for Rehearing to the FERC (8/31/94) (6) D-3.74 Southwestern Public Service Company Request --- for Rehearing (8/31/94) (6) D-3.75 Central and South West Services, Inc. and --- El Paso Electric Company Request for Rehearing (8/31/94) (6) D-3.76 Central and South West Services, Inc. and --- El Paso Electric Company Filing to the FERC of Transmission Tariffs to Offer "Comparable Service" (8/31/94) (6) D-3.77 Central and South West Services, Inc. and --- El Paso Electric Company Filing of Prepared Direct Testimony and Exhibits of Neil W. Felber (8/31/94) (7) D-3.78 Federal Energy Regulatory Commission's P* Designation of Presiding Law Judge (8/1/94) 12 D-3.79 Central and South West Services, Inc. P* and El Paso Electric Company's Letter to the FERC Accepting New Comparability Standards for the Merger Proceedings (8/10/94) D-3.80 Federal Energy Regulatory Commission P* Order Scheduling Prehearing Conference (8/11/94) D-3.81 Federal Energy Regulatory Commission P* Order Establishing Procedural Schedule and Additional Procedures (8/19/94) D-3.82 Federal Energy Regulatory Commission P* Erratum to Order Establishing Procedural Schedule and Additional Procedures (8/22/94) D-3.83 Federal Energy Regulatory Commission P* Order Adopting Restricted Service List (8/30/94) D-3.84 Public Utilities Board of the City P* of Brownsville, Texas Application for Rehearing (8/31/94) D-3.85 TDU Customers Request for Rehearing P* (8/31/94) D-3.86 New Mexico Public Utility Commission P* Response to Motion for Expedited Clarification (9/2/94) D-3.87 Southwestern Public Service Company's P* Answer to Motion for Expedited Clarification (9/9/94) D-3.88 TDU Customers Answer of TDU Customers P* to Applicants' Motion for Clarification (9/9/94) D-3.89 City of Las Cruces, New Mexico Answer P* to Motion for Expedited Clarification of EPE and CSW (9/9/94) D-3.90 Cajun Electric Power Cooperative, Inc. P* Response to Motion for Expedited Clarification (9/9/94) D-3.91 Public Utilities Board of the City of P* Brownsville, Texas Answer to Applicants' Motion for Expedited Clarification (9/9/94) 13 D-3.92 Federal Energy Regulatory Commission Order P* Rescheduling Technical Conference Meeting (9/9/94) D-3.93 Federal Energy Regulatory Commission Order P* to Correct Restricted Service List (9/9/94) D-3.94 Cajun Electric Power Cooperative, Inc. P* Motion for the Establishment of Additional Procedures, for Extension of Procedural Schedule and Request for Shortening of Response Time (9/12/94) D-3.95 Federal Energy Regulatory Commission List P* of Attendees for the Technical Conference on September 19, 1994 (9/13/94) D-3.96 El Paso Electric Company and Central and P* South West Services, Inc. Answer to Motion for Expedited Clarification of PNM (9/15/94) D-3.97 Southwestern Public Service Company Motion P* to Reject EPE and CSW's Pro-Forma Tariffs (9/16/94) D-3.98 Southwestern Public Service Company P* Notice of Intent to Depose Stephen B. Jones (9/21/94) D-3.99 Cajun Electric Power Cooperative, Inc. P* Answer in Support of the Motion of SPS to Reject Pro-Forma Tariffs (9/22/94) D-3.100 Southwestern Public Service Company Motion P* to Strike and Request for Expedited Consideration of SPS (9/23/94) D-3.101 El Paso Electric Company and Central and P* South West Services, Inc. Petition for Reconsideration of El Paso Electric Company (9/23/94) D-3.102 City of Las Cruces, New Mexico Answer to P* Motion by Cajun for the Establishment of Additional Procedures, for Extension of the Procedural Schedule and Request for Shortening of Request Time (9/23/94) D-3.103 Southwestern Public Service Company Answer P* to Motion for the Establishment of Additional Procedures and for Extension of the Procedural Schedule (9/23/94) 14 D-3.104 TDU Customers Answer to Motion of Cajun for P* Establishment of Additional Procedures, for Extension of the Procedural Schedule and Request for Shortening of Response Time (9/26/94) D-3.105 Federal Energy Regulatory Commission Chief P* Judge's Order Shortening Response Time (9/26/94) D-3.106 Louisiana and Arkansas Public Service P* Commission Response in Support of Cajun's Motion for the Establishment of Additional Procedures (9/26/94) D-3.107 El Paso Electric Company and Central and P* South West Services, Inc. Answer to Cajun's Motion for the Establishment of Additional Procedures, for Extension of Procedural Schedule and Request for Shortening of Response Time (9/27/94) D-3.108 El Paso Electric Company and Central and P* South West Services, Inc. Answer to Motion to Reject Pro-Forma Tariffs of SPS (9/29/94) D-3.109 Federal Energy Regulatory Commission Order P* Scheduling Prehearing Conference Concerning Discovery and Motion to Strike (9/29/94) D-3.110 Federal Energy Regulatory Commission Order P* Granting Rehearing for Purpose of Further Consideration (9/29/94) D-3.111 Oklahoma Corporation Commission Answer to P* Cajun's Motion for the Establishment of Additional Procedures, for Extension of Procedural Schedule and Request for Shortening of Leave Time (9/29/94) D-3.112 South Texas Electric Cooperative, Inc. and P* Medina Electric Cooperative, Inc. Motion for Leave to Intervene Out of Time (9/30/94) D-3.113 El Paso Electric Company and Central and P* South West Services, Inc. Answer to Motion to Strike (9/30/94) D-3.114 TDU Customers Answer to Motion of SPS to P* Strike and for Expedited Consideration (9/30/94) 15 D-3.115 City of Las Cruces, New Mexico Answer in P* Support of the Motion to Strike of SPS (9/30/94) D-3.116 TDU Customers Answer to Motion of SPS to P* Reject CSW's Pro-Forma Tariffs (9/30/94) D-3.117 Commission Trial Staff Answer to SPS's P* Motion to Strike and Request for Expedited Consideration (9/30/94) D-3.118 City of Las Cruces, New Mexico Answer P* in Support of Motion of SPS to Reject EPE and CSW's Pro-Forma Tariffs (10/3/94) D-3.119 Federal Energy Regulatory Commission P* Notice of Extension of Time (10/6/94) D-3.120 Cajun Electric Cooperative, Inc. Motion P* for Suspension of the Procedural Schedule and Convening of a Prehearing Conference (10/6/94) D-3.121 Federal Energy Regulatory Commission Order P* Scheduling Prehearing Conference (10/6/94) D-3.122 Federal Energy Regulatory Commission Order P* Granting Motion to Intervene, Striking Testimony and Concerning Discovery (10/6/94) D-3.123 TDU Customers Answer to Petition for P* Reconsideration of El Paso Electric Company (10/11/94) D-3.124 Southwestern Public Service Company P* Answer in Opposition to Petition for Reconsideration of EPE (10/11/94) D-3.125 El Paso Electric Company and Central and P* South West Services, Inc. Answer of EPE and CSW Opposing Suspension of Procedural Schedule (10/11/94) D-3.126 Federal Energy Regulatory Commission P* Order Amending Procedural Schedule and Concerning Discovery (10/13/94) D-3.127 El Paso Electric Company and Central and P* South West Services, Inc. Summaries of Prepared Direct Testimony (9/30/94) 16 D-3.128 Arkansas Public Service Commission P* Answering Testimony and Exhibits of Berry and Jones (11/14/94) D-3.129 LPSC/OCC/PUCT Direct Testimony of Baron/ P* Crosslin/Seybold (11/14/94) D-3.130 City of Brownsville, Texas Answering P* Testimony and Summaries of Rhorer, Maddox and Miller (11/15/94) D-3.131 Northeast Texas Electric Coop., Inc./Tex-La P* Electric Coop., Inc. Answering Testimony and Summary of Liebold (11/15/94) D-3.132 Cajun Electric Power Cooperative, Inc. P* Answering Testimony of Elmer (11/15/94) D-3.133 Texas Office of Public Counsel Answering P* Testimony, Exhibits, Workpapers and Summaries of Effron and Szerszen (11/15/94) D-3.134 TDU Customers Answering Testimony, P* Exhibits and Summary of Moore (11/15/94) D-3.135 Southwestern Public Service Company P* Answering Testimony, Exhibits, Workpapers and Summaries of Hudson, Slater and Olson (11/15/94) D-3.136 City of Las Cruces, New Mexico Answering P* Testimony, Exhibits and Summaries of Movish and Zaldo (11/15/94) D-3.137 Federal Energy Regulatory Commission P* Answering Testimony, Exhibits and Summaries of Wentworth, Tekumalla, Poffenberger, Dragg, Deters and Faust (11/15/94) D-3.138 APSC/LPSC/NTEC/PUCT/TDU Cross Testimony of P* Berry/Jones/Baron/Liebold/Seybold/Moore (12/2/94) D-3.139 Federal Energy Regulatory Commission P* Rebuttal Testimony of Joe L. Dragg (12/2/94) D-3.140 Public Service Company of New Mexico P* Motion to Supplement Answering Testimony (12/2/94) 17 D-3.141 Public Service Company of New Mexico P* Supplemental Answering Testimony of Jack D. Maddox (12/2/94) D-3.142 TDU Customers Affidavits of Michael P* K. Moore (12/5/94) D-3.143 Arkansas Public Service Commission P* Workpapers of Jones and Berry (12/6/94) D-3.144 El Paso Electric Company and Central and P* South West Services, Inc. Rebuttal Testimony (12/2/94) D-4 Section 205 Application to the FERC (2) --- D-4.1 Federal Energy Regulatory Commission Notice --- of Filing (1/13/94) (4) D-4.2 Texas Office of Public Utility Counsel, --- Public Utility Commission of Texas, Attorney General of the State of New Mexico, Louisiana Public Service Commission, and City of Las Cruces Motion for an Extension of Time to File Protests and Interventions and Request for Expedited Action on this Motion (1/18/94) (4) D-4.3 Arkansas Public Service Commission Notice --- of Intervention (1/19/94) (4) D-4.4 Arkansas Public Service Commission Response --- in Support of Motion for an Extension of Time to File Protests and Interventions (1/19/94) (4) D-4.5 El Paso Electric Company and Central and --- South West Services, Inc. Answer to Motions for Extension of Time (1/21/94) (4) D-4.6 Louisiana Public Service Commission Notice --- of Intervention (1/27/94) (4) D-4.7 Federal Energy Regulatory Commission Notice --- of Extension of Time (1/28/94) (4) D-4.8 New Mexico Public Utility Commission Notice --- of Intervention (2/08/94) (4) D-4.9 Texas Utilities Electric Company Motion to --- Intervene (2/08/94) (4) 18 D-4.10 Arizona Public Service Company Motion to --- Intervene (2/22/94) (4) D-4.11 Salt River Project Agricultural Improvement --- and Power District Motion to Intervene (2/22/94) (4) D-4.12 Louisiana Public Service Commission Protest, --- Request for Hearing, and Motion for Consolidation (2/24/94) (4) D-4.13 Public Utility Commission of Texas Notice of --- Intervention, Protest, Motion for Consolidation, and Request for Hearing (2/24/94) (4) D-4.14 Arkansas Public Service Company Protest and --- Request for Hearing (2/24/94) (4) D-4.15 Cajun Electric Power Cooperative, Inc. --- Motion to Intervene, Protest and Request for Hearing (2/25/94) (4) D-4.16 Houston Lighting and Power Company Motion to --- Intervene (2/25/94) (4) D-4.17 Texas Office of Public Utility Counsel --- Motion to Intervene, Motion for Consolidation, Protest and Request for Hearing (2/25/94) (4) D-4.18 Southwestern Public Service Company --- Motion to Intervene and Motion to Consolidate (2/25/94) (4) D-4.19 Public Utilities Board of the City of --- Brownsville, Texas Motion to Intervene (2/25/94) (4) D-4.20 Public Service Company of New Mexico Motion --- for Leave to Intervene (2/25/94) (4) D-4.21 Northeast Texas Electric Cooperative, Inc. --- Motion to Intervene (2/25/94) (4) D-4.22 TDU Customers Joint and Several Motion to --- Intervene, Protest and Request that the Commission Initiate Hearing Procedures of Certain Transmission Dependent Customers on the Central and South West Corporation and Southwestern Public Service Company Systems (2/25/94) (4) 19 D-4.23 Oklahoma Corporation Commission Notice of --- Intervention (2/25/94) (4) D-4.24 Public Service Company of New Mexico Motion --- for Leave to File One Day Out of Time (2/28/94) (4) D-4.25 El Paso Electric Company and Central and --- South West Services, Inc. Motion for Extension of Time to Answer Motions to Intervene and Motion for Expedited Procedures (3/01/94) (4) D-4.26 Central and South West Services, Inc. --- Response to Notice of Intervention of the New Mexico Public Utility Commission (3/01/94) (4) D-4.27 Southwestern Public Service Company --- Answer to Applicants' Motion for an Extension of Time to Answer (3/02/94) (4) D-4.28 Arkansas Public Service Commission --- Response in Opposition to Motion for Extension of Time to Answer Motion to Intervene (3/03/94) (4) D-4.29 Federal Energy Regulatory Commission --- Notice of Extension of Time (3/08/94) (4) D-4.30 El Paso Electric Company and Central and --- South West Services, Inc. Answer to Motions to Intervene (3/21/94) (4) D-4.31 New Mexico Public Utility Commission Reply --- to Applicants' Response (3/30/94) (5) D-4.32 Public Utility Commission of Texas Response --- to Answer of Applicants' to Motion to Intervene (4/04/94) (5) D-4.33 Public Service Company of New Mexico Motion --- for Leave to File Response and Response to Applicants' Answer (4/05/94) (5) D-4.34 Southwestern Public Service Company Answer --- in Opposition to Applicants' Request for Leave to Respond to Protests (4/05/94) (5) D-4.35 El Paso Electric Company and Central and --- South West Services, Inc. Response to Answers by Certain Intervenors to Applicants' Answer Filed March 21, 1994 (4/19/94) (5) 20 D-4.36 Southwestern Public Service Company Answer --- to Applicants' Response to Answer filed April 19, 1994 (5/02/94) (5) D-4.37 Southwestern Public Service Company Motion --- for Leave to Amend Protest to Address Application of the Commission's New Policy Regarding Comparability of Service (5/26/94) (6) D-4.38 El Paso Electric Company and Central and --- South West Services, Inc. Answer to SPS' Motion to Amend Protest to Address Application of the Commission's New Policy Regarding Comparability of Services (6/10/94) (6) D-4.39 Plains Electric Generation and Transmission --- Cooperative, Inc. Answer to SPS' Motion to Amend SPS' Protest to Address Transmission Service Comparability Issues (6/10/94) (6) D-4.40 Southwestern Public Service Company Motion --- for Leave to Supplement Record (7/08/94) (6) D-4.41 Central and South West Services, Inc. and --- El Paso Electric Company Answer to the City of Las Cruces' Motion to Lodge for EPE to File an Open Access Tariff (7/25/94) (6) D-4.42 Central and South West Services, Inc. and --- El Paso Electric Company Response to SPS' Motion for Leave to Supplement Record (7/15/94) (6) D-4.43 Federal Energy Regulatory Commission Signed --- Final FERC Order On Merger Application and Rate Filing (8/01/94) (6) D-4.44 Central and South West Services, Inc. and --- El Paso Electric Company Motion for Expedited Clarification of FERC's August 1, 1994 Order on Merger Application and Rate Filing (8/25/94) (6) D-4.45 Federal Energy Regulatory Commission --- Approved Order for Central and South West Services, Inc. and El Paso Electric Company (8/25/94) (6) D-4.46 American Forest and Paper Association --- Request for Rehearing to the FERC (8/30/94) (6) 21 D-4.47 Public Service Company of New Mexico Motion --- for Clarification and Request for Rehearing to the FERC (8/31/94) (6) D-4.48 Arkansas Public Service Commission Petition --- for Rehearing to the FERC (8/31/94) (6) D-4.49 Southwestern Public Service Company Request --- for Rehearing (8/31/94) (6) D-4.50 Central and South West Services, Inc. and --- El Paso Electric Company Request for Rehearing (8/31/94) (6) D-4.51 Central and South West Services, Inc. and --- El Paso Electric Company Filing to the FERC of Transmission Tariffs to Offer "Comparable Service" Per the FERC's Order (8/31/94) (6) D-5 Section 211 Application to the FERC (2) --- D-5.1 Federal Energy Regulatory Commission Notice --- of Filing (11/10/93) (4) D-5.2 Southwestern Public Service Company Motion --- for an Extension of Time and Request for Expedited Action on Motion (11/17/93) (4) D-5.3 El Paso Electric Company and Central and --- South West Services, Inc. Answer to Motion of Southwestern Public Service Company for an Extension of Time (11/18/93) (4) D-5.4 Federal Energy Regulatory Commission Notice --- of Extension of Time (11/22/93) (4) D-5.5 Louisiana Public Service Commission Notice --- of Intervention (11/23/93) (4) D-5.6 New Mexico Public Utility Commission Motion --- to Intervene (11/30/93) (4) D-5.7 Western Farmers Electric Cooperative Motion --- for Leave to Intervene (12/15/93) (4) D-5.8 City of El Paso, Texas Motion to Intervene --- (12/16/93) (4) D-5.9 Public Service Company of New Mexico Motion --- to Intervene (12/17/93) (4) 22 D-5.10 Southwestern Public Service Company's Full --- Requirements Wholesale Customers Motion to Intervene and Protest (12/20/93) (4) D-5.11 Dona Ana County, New Mexico Motion to --- Intervene (12/20/93) (4) D-5.12 Texas Office of Public Utility Counsel --- Motion to Intervene, Protest, and Motion to Deny Summary Disposition (12/22/93) (4) D-5.13 The New Mexico Attorney General Motion to --- Intervene and Protest (12/22/93) (4) D-5.14 New Mexico Industrial Energy Consumers --- Motion to Intervene (12/22/93) (4) D-5.15 Public Utility Commission of Texas Notice of --- Intervention (12/22/93) (4) D-5.16 Arkansas Public Service Commission Notice of --- Intervention (12/22/93) (4) D-5.17 Houston Lighting & Power Company Motion to --- Intervene (12/22/93) (4) D-5.18 City of Las Cruces, New Mexico Motion to --- Intervene and Protest (12/22/93) (4) D-5.19 TDU Customers Joint and Several Motion to --- Intervene and Request that the Commission Initiate Hearing Procedures of Certain Transmission Dependent Customers on the Central and South West Corporation and Southwestern Public Service Company Systems (12/22/93) (4) D-5.20 Westplains Energy Division of Utilicorp --- United Inc. Motion to Intervene (12/22/93) (4) D-5.21 PSI Energy, Inc. Motion to Intervene --- (12/22/93) (4) D-5.22 Texas Utilities Electric Company Motion to --- Intervene (12/22/93) (4) D-5.23 Southwestern Public Service Company Protest, --- Motion to Dismiss, Motion to Intervene, and Answer (12/22/93) (4) D-5.24 Duke Power Company Motion to Intervene --- (12/22/93) (4) 23 D-5.25 Department of Defense Late Filed Motion to --- Intervene and Protest (1/05/94) (4) D-5.26 New Mexico Public Utility Commission --- Statement in Support of Public Evidentiary Hearing (1/12/94) (4) D-5.27 El Paso Electric Company and Central and --- South West Services, Inc. Response to Protest, Motion to Dismiss, Motion to Intervene, and Answer of Southwestern Public Service Company (1/13/94) (4) D-5.28 Southwestern Public Service Company Leave to --- File and Reply to Applicants' Response (1/26/94) (4) D-5.29 Public Service Company of New Mexico Motion --- for Leave to Reply to El Paso Electric Company's and Central and South West Services, Inc.'s Response Opposing PNM's Motion to Intervene (1/27/94) (4) D-5.30 Texas Utilities Electric Company Leave to --- File a Reply to El Paso Electric Company's and Central and South West Services, Inc.'s Response (1/28/94) (4) D-5.31 El Paso Electric Company and Central and --- South West Services, Inc. Answer to Motion of Southwestern Public Service Company for Leave to File and Reply to Applicants' Response (2/03/94) (4) D-5.32 El Paso Electric Company and Central and --- South West Services, Inc. Answer to Motions of Public Service Company of New Mexico and Texas Utilities Electric Company to Reply to Applicants' Response (2/10/94) (4) D-5.33 The New Mexico Attorney General Letter --- requesting that its Motion to Intervene be considered timely filed despite being one day late due to delivery problems (2/28/94) (4) D-5.34 Texas Utilities Electric Company Motion for --- Leave to File and Reply to Applicants' Answer to Texas Utilities Electric Company's Reply to Applicants' Responses to Motion to Intervene (3/04/94) (4) 24 D-5.35 American Forest and Paper Association --- Motion to Intervene and Protest and Motion to Consolidate (3/04/94) (4) D-5.36 El Paso Electric Company and Central and --- South West Services, Inc. Letter indicat- ing no opposition to the New Mexico Attorney General's letter of February 28, 1994 requesting previously submitted Motion to Intervene to be timely filed despite being filed one day late due to delivery problem (3/07/94) (4) D-5.37 El Paso Electric Company and Central and --- South West Services, Inc. Answer to Motion of Texas Utilities Electric Company for Leave to File and Reply to Applicants' Answer to Texas Utilities Electric Company's Reply to Applicants' Response to Motion to Intervene (3/21/94) (4) D-5.38 American Forest and Paper Association --- Reply to the Improper Answer of Applicants (4/01/94) (5) D-5.39 Federal Energy Regulatory Commission --- Signed Final FERC Order on Transmission Services and Establishing Further Practices (8/01/94) (6) D-5.40 Oklahoma Municipal Power Authority Notice --- of Withdrawal from Proceedings (8/01/94) (6) D-5.41 Public Service Company of New Mexico --- Motion for Clarification and Request for Rehearing (8/31/94) (6) D-5.42 El Paso Electric Company and Central and P* South West Services, Inc. Answer to Motion for Expedited Clarification of PNM (9/15/94) D-5.43 Southwestern Public Service Company Motion P* of SPS for Extension of Time to Submit Supplemental Pleadings (9/27/94) D-5.44 Federal Energy Regulatory Commission P* Notice Shortening Answer Period (9/28/94) D-5.45 Federal Energy Regulatory Commission Order P* Dismissing Request for Rehearing and Clarification without Prejudice, and Authorizing the Secretary to Reject Future Requests (9/30/94) 25 D-5.46 El Paso Electric Company and Central and P* South West Services, Inc. Answer to Motion of SPS for Extension of Time to Submit Supplemental Pleadings (10/3/94) D-5.47 Federal Energy Regulatory Commission Notice P* Denying Extension of Time (10/6/94) D-5.48 Southwestern Public Service Company P* Supplemental Pleading of SPS (10/11/94) D-5.49 El Paso Electric Company and Central and P* South West Services, Inc. Motion for Leave to File Supplemental Pleading One Day Out -Of-Time; Report of EPE and CSW Analyzing SPS' Reliability Studies of Their Request for Transmission Services (10/12/94) D-5.50 TDU Customers Answer of TDU Customers to P* Supplemental Pleadings of CSW and SPS (10/26/94) D-6 Testimony of George R. Hall to the FERC --- (contained in exhibit D-3) (2) D-7 Application to the NRC (2) --- D-7.1 Nuclear Regulatory Commission Notice in --- Federal Register (3/02/94) (5) D-7.2 Plains Electric G & T Cooperative Petition --- Filed to Address Anti-Competitive Issues and Request a Hearing (4/01/94) (5) D-7.3 Arizona Public Service Company Letter to --- Provide Supplemental Information for EPE's NRC Filing (4/08/94) (5) D-7.4 Public Utility Commission of Texas Petition --- to Intervene (4/12/94) (5) D-7.5 Southwestern Public Service Company --- Petition for Leave to Intervene and Comments (4/13/94) (5) D-7.6 City of Las Cruces Comments Regarding --- Antitrust Concerns (4/13/94) (5) D-7.7 Nuclear Regulatory Commission Notice in --- Federal Register (4/14/94) (5) 26 D-7.8 Nuclear Regulatory Commission Order for --- Plains Electric Generation and Transmission Cooperative, Inc.'s Petition of April 1, 1994 (4/14/94) (5) D-7.9 El Paso Electric Company and Central and --- South West Services, Inc. Letter to NRC (5/17/94) (5) D-7.10 El Paso Electric Company and Central and --- South West Services, Inc. Letter to NRC Addressing Issues Raised in the Comments and Interventions by SPS, Las Cruces, and Plains Cooperative (5/17/94) (6) D-7.11 Plains Electric Generation and Transmission --- Cooperative, Inc. Letter to NRC in Regarding CSW/EPE's May 17, 1994 Letter to the NRC (6/03/94) (6) D-7.12 City of Las Cruces Letter to NRC Staff --- Commenting on Claiming Errors or Mischaracterizations of CSW/EPE's May 17, 1994 Letter to the NRC (6/16/94) (6) D-7.13 El Paso Electric Company and Central and P* South West Services, Inc. Letter to NRC Providing a Summary of the FERC Orders Related to CSW/EPE's Section 203 Merger Case and Section 211 Case (8/12/94) D-7.14 Central and South West Services, Inc. P* Letter to NRC to Provide Copy of CSW's September 12, 1994 Letter to EPEC (9/21/94) D-8 Notice of Succession of Ownership to the --- Department of Energy (to be filed by amendment) D-9 Notification and Report Form to U.S. --- Department of Justice and Federal Trade Commission (to be filed by amendment) D-10 Exhibit E to the Disclosure Statement --- (Rate Path) (0) D-11 Order of Bankruptcy Court dated August 27, --- 1993 (Disclosure Statement Approval Order) (0) D-12 Order of Bankruptcy Court dated --- September 15, 1993 (0) 27 D-13 Order of Bankruptcy Court dated December 8, --- 1993 (Confirmation Order) (0) D-14 Findings of Fact (0) --- D-14.1 Amended Findings of Fact (1) --- D-15 Order of Bankruptcy Court dated October 11, P* 1994 (Granting El Paso Electric Company Application for Special Litigation Counsel) E-1 Map showing service territories of CSW and --- EPE (7) E-2 Map showing interconnections of CSW and --- EPE (7) F-1 Preliminary Opinion of Counsel (to be filed --- by amendment) F-2 Final or "past tense" opinion of Counsel (to --- be filed by amendment) G-1 Proposed Notice of Proceeding (0) --- H-1 CSW Annual Report on Form 10-K for the year By Reference ended December 31, 1992 (previously filed with the Commission and hereby incorporated by reference) (0) H-2 EPE Annual Report on Form 10-K for the year By Reference ended December 31, 1992 (previously filed with the Commission and hereby incorporated by reference) (0) H-3 CSW Annual Report to Shareholders for the By Reference year ended December 31, 1992 (previously filed with the Commission and hereby incorporated by reference) (0) H-4 EPE Annual Report to Shareholders for the By Reference year ended December 31, 1992 (previously filed with the Commission and hereby incorporated by reference) (0) H-5 CSW Quarterly Report on Form 10-Q for the By Reference quarter ended March 31, 1993 (previously filed with the Commission and hereby incorporated by reference) (0) 28 H-6 CSW Quarterly Report on Form 10-Q for the By Reference quarter ended June 30, 1993 (previously filed with the Commission and hereby incorporated by reference) (0) H-7 CSW Quarterly Report on Form 10-Q for the By Reference quarter ended September 30, 1993 (previously filed with the Commission and hereby incorporated by reference) (0) H-8 EPE Quarterly Report on Form 10-Q for the By Reference quarter ended March 31, 1993 (previously filed with the Commission and hereby incorporated by reference) (0) H-9 EPE Quarterly Report on Form 10-Q for the By Reference quarter ended June 30, 1993 (previously filed with the Commission and hereby incorporated by reference) (0) H-10 EPE Quarterly Report on Form 10-Q for the By Reference quarter ended September 30, 1993 (previously filed with the Commission and hereby incorpo- rated by reference) (0) H-11 CSW Annual Report on Form 10-K for the By Reference year ended December 31, 1993 (previously filed with the Commission and hereby incorporated by reference) (7) H-12 EPE Annual Report on Form 10-K for the By Reference year ended December 31, 1993 (previously filed with the Commission and hereby incorporated by reference) (7) H-13 CSW Annual Report to Shareholders for By Reference the year ended December 31, 1993 (previously filed with the Commission and hereby incorporated by reference) (7) H-14 EPE Annual Report to Shareholders for By Reference the year ended December 31, 1993 (previously filed with the Commission and hereby incorporated by reference) (7) H-15 CSW Quarterly Report on Form 10-Q for By Reference the quarter ended March 31, 1994 (previously filed with the Commission and hereby incorporated by reference) (7) 29 H-16 EPE Quarterly Report on Form 10-Q for By Reference the quarter ended March 31, 1994 (previously filed with the Commission and hereby incorporated by reference) (7) H-17 CSW Quarterly Report on Form 10-Q for By Reference the quarter ended June 30, 1994 (previously filed with the Commission and hereby incorporated by reference) H-18 CSW Quarterly Report on Form 10-Q for By Reference the quarter ended September 30, 1994 (previously filed with the Commission and hereby incorporated by reference) H-19 EPE Quarterly Report on Form 10-Q for By Reference the quarter ended June 30, 1994 (previously filed with the Commission and hereby incorporated by reference) H-20 EPE Quarterly Report on Form 10-Q for By Reference the quarter ended September 30, 1994 (previously filed with the Commission and hereby incorporated by reference) H-21 CSW Annual Report on Form 10-K for the By Reference year ended December 31, 1994 (previously filed with the Commission and hereby incorporated by reference) H-22 CSW Annual Report to Shareholders for By Reference the year ended December 31, 1994 (previously furnished to the Commission and hereby incorporated by reference) J-1 Morgan Stanley opinion to the CSW Board --- of Directors dated April 30, 1993 (0) J-2 Barr Devlin opinion to the EPE Board of --- Directors dated May 3, 1993 (0) 30 II. Financial Statements. FS-1 Consolidated Balance Sheet of CSW as of By Reference December 31, 1992 (incorporated by reference to CSW's Annual Report on Form 10-K for the year ended December 31, 1992 (Exhibit H-1 hereto)) (0) FS-2 Consolidated Statement of Income of CSW for By Reference the year ended December 31, 1992 (incorporated by reference to CSW's Annual Report on Form 10-K for the year ended December 31, 1992 (Exhibit H-1 hereto)) (0) FS-3 Consolidated Statement of Cash Flows of CSW By Reference for the year ended December 31, 1992 (incorporated by reference to CSW's Annual Report on Form 10-K for the year ended December 31, 1992 (Exhibit H-1 hereto)) (0) FS-4 Consolidated Statement of Retained Earnings By Reference of CSW for the year ended December 31, 1992 (incorporated by reference to CSW's Annual Report on Form 10-K for the year ended December 31, 1992 (Exhibit H-1 hereto)) (0) FS-5 Notes to Consolidated Financial Statements By Reference of CSW for the year ended December 31, 1992 (incorporated by reference to CSW's Annual Report on Form 10-K for the year ended December 31, 1992 (Exhibit H-1 hereto)) (0) FS-6 Balance Sheet of EPE as of December 31, 1992 By Reference (incorporated by reference to EPE's Annual Report on Form 10-K for the year ended December 31, 1992 (Exhibit H-2 hereto)) (0) FS-7 Statements of Operations of EPE for the year By Reference ended December 31, 1992 (incorporated by reference to EPE's Annual Report on Form 10-K for the year ended December 31, 1992 (Exhibit H-2 hereto)) (0) FS-8 Statement of Cash Flows of EPE for the year By Reference ended December 31, 1992 (incorporated by reference to EPE's Annual Report on Form 10-K for the year ended December 31, 1992 (Exhibit H-2 hereto)) (0) 31 FS-9 Statement of Retained Earnings (Deficit) of By Reference EPE for the year ended December 31, 1992 (incorporated by reference to EPE's Annual Report on Form 10-K for the year ended December 31, 1992 (Exhibit H-2 hereto)) (0) FS-10 Notes to Financial Statements of EPE for the By Reference year ended December 31, 1992 (incorporated by reference to EPE's Annual Report on Form 10-K for the year ended December 31, 1992 (Exhibit H-2 hereto)) (0) FS-11 Unaudited Actual and Pro Forma Combined --- Capitalization of CSW and EPE as of June 30, 1993 (0) FS-12 Unaudited Pro Forma Combined Financial --- Statements as of and for the year ended June 30, 1993 (0) FS-13 CSW Consolidated Balance Sheet as of By Reference September 30, 1993 (see page 4 of the Quarterly Report of CSW on Form 10-Q for the quarter ended September 30, 1993, incorporated by reference as Exhibit H-7 hereto) (0) FS-14 CSW Consolidated Statement of Income and By Reference Surplus for the twelve months ended September 30, 1993 (see page 3 of the Quarterly Report of CSW on Form 10-Q for the quarter ended September 30, 1993, incorporated by reference as Exhibit H-7 hereto) (0) FS-15 CSW Consolidated Statement of Income and By Reference Surplus for its last three fiscal years (see page 24 of the Annual Report of CSW to Shareholders for the quarter ended December 31, 1992, incorporated by reference as Exhibit H-3 hereto) (0) FS-16 EPE Balance Sheet as of September 30, By Reference 1993 (see page 1 of the Quarterly Report of EPE on Form 10-Q for the Quarter ended September 30, 1993 filed herewith as Exhibit H-10 hereto) (0) 32 FS-17 EPE Statement of Income and Surplus for By Reference the twelve months ended September 30, 1993 (see page 3 of Quarterly Report of EPE on Form 10-Q for the quarter ended September 30, 1993, incorporated by reference as Exhibit H-10 hereto) (0) FS-18 EPE Statement of Income and Surplus for By Reference its last three fiscal years (see page 58 of the Annual Report of EPE on Form 10-K for the year ended December 31, 1992, incorporated by reference as Exhibit H-2 hereto) (0) There have been no material changes, not in the ordinary course of business, to the financial statements listed above since the date of such financial statements. -----END PRIVACY-ENHANCED MESSAGE-----