0000018540-95-000126.txt : 19950817 0000018540-95-000126.hdr.sgml : 19950817 ACCESSION NUMBER: 0000018540-95-000126 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950816 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL & SOUTH WEST CORP CENTRAL INDEX KEY: 0000018540 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 510007707 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AMC SEC ACT: 1935 Act SEC FILE NUMBER: 070-08645 FILM NUMBER: 95564761 BUSINESS ADDRESS: STREET 1: 1616 WOODALL RODGERS FRWY CITY: DALLAS STATE: TX ZIP: 75202 BUSINESS PHONE: 2147541000 POS AMC 1 AMENDMENT 7, POST-EFFECTIVE FILING File No. 70-8423 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 7 (POST-EFFECTIVE) 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 CSW ENERGY, INC. 1616 Woodall Rodgers Freeway P.O. Box 660164 Dallas, Texas 75202 CSW INTERNATIONAL, INC. 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 Terry D. Dennis President CSW Energy, Inc. 1616 Woodall Rodgers Freeway P.O. Box 660164 Dallas, Texas 75202 Terry D. Dennis President CSW International, Inc. 1616 Woodall Rodgers Freeway P.O. Box 660164 Dallas, Texas 75202 Joris M. Hogan Milbank, Tweed, Hadley & McCloy One Chase Manhattan Plaza New York, NY 10005-1413 (Names and addresses of agents for service) Respectfully request that copies be sent to: Adam Wenner Edwin F. Feo Milbank, Tweed, Hadley & McCloy Milbank, Tweed, Hadley & International Square Building McCloy 1825 Eye Street, N.W., Suite 1100 601 South Figueroa Street Washington, D.C. 20006 Los Angeles, CA 90017 Central and South West Corporation, a Delaware corporation ("CSW") and a registered holding company under the Public Utility Holding Company Act of 1935, as amended (the "Act"), CSW Energy, Inc., a Texas corporation and wholly-owned nonutility subsidiary of CSW ("Energy"), and CSW International, Inc., a Delaware corporation and wholly-owned nonutility subsidiary of CSW ("CSWI"), hereby file this Amendment No. 7 (post-effective) to the Form U-1 Application-Declaration (the "Application-Declaration") to amend the Application-Declaration in the manner described below. Except as provided in this Amendment No. 7, the Application-Declaration remains as previously filed. Each capitalized term used and not otherwise defined in this Amendment No. 7 shall have the meaning assigned to such term in the Application-Declaration as previously filed. CSW and Energy received authority of the Commission by order dated November 3, 1994 (HCAR 35-26156) (the "Order"), among other things, (i) to organize CSWI and other subsidiaries (as defined in the Application-Declaration, "Project Parents") in accordance with the Order to invest in exempt wholesale generators, as defined in Section 32(e) of the Act ("EWGs"), and foreign utility companies, as defined in Section 33(a) of the Act ("FUCOs"), in an amount up to $400 million for such investments for which there is recourse to CSW (as defined in the Application-Declaration, the "Aggregate General Authority") and up to $600 million for such investments for which there is not recourse to CSW and (ii) to fund such investments from time to time through issuances by CSW, CSWI and/or the Project Parents, including, without limitation, CSW de Mexico S.A. de C.V. ("CSWdM") and CSW de Mexico Servicios S.A. de C.V. ("CSWdM Servicios"), of stock, partnership interests, promissory notes, commercial paper or other debt or equity securities. The Applicants seek by this Amendment No. 7 (i) to increase the amount of the Aggregate General Authority for such investments for which there is recourse to CSW to the greater of (a) $906 million and (b) 50% of CSW's "consolidated retained earnings" as determined in accordance with Rule 53(a)(1)(ii), (ii) to increase the aggregate amount of non-recourse debt securities that may be issued by CSWI and/or Project Parents (including, without limitation, CSWdM and CSWdM Servicios) to third parties to $3,000 million and (iii) to remove the limitations on the amount of non-recourse debt that may be denominated in foreign currency. The Applicants further request that amounts of non-recourse debt securities issued by CSWI and/or such Project Parents (including, without limitation, CSWdM and CSWdM Servicios) not be included for the purpose of calculating CSW's "aggregate investment" for purposes of Rule 53(a)(1)(i) under the Act. The Applicants are pursuing investments in foreign EWGs and FUCOs, and consummation by the Applicants of one or more of such investments may exceed the existing authority under the Order, but would be within the limits of such authority as amended hereby. The increase in the Aggregate General Authority as described above would satisfy the "safe harbor" requirements of Rule 53. As of June 30, 1995, CSW's "consolidated retained earnings", as defined in Rule 53(a)(1)(ii), were $1,812 million. CSW currently has authority with respect to potential EWGs from orders issued under File Nos. 70-8209, 70- 8269, 70-8433 and 70-8483, which if developed as EWGs would represent an aggregate $60.9 million investment in EWGs. CSW represents that such $60.9 million investment in EWGs that has previously been approved will, if and when such investment is made, be applied against the Aggregate General Authority as amended hereby such that CSW's indirect investments in EWGs and FUCOs when made would not exceed 50% of CSW's "consolidated retained earnings" for the purposes of Rule 53. CSW has adequate assets to make the investments proposed hereunder without endangering the financial health of the CSW System or the system's operating public utility companies. The request set forth above to increase the aggregate amount of non-recourse debt securities that may be issued to third parties by CSWI and/or Project Parents (including, without limitation, CSWdM and CSWdM Servicios), including removing the limitation on the aggregate amount of non-recourse debt securities that may be denominated in foreign currencies, is consistent with the protection afforded to the financial integrity of the CSW System and other registered holding company systems by the exemptions of Rule 52 and Rule 53. The definition of "aggregate investment" set forth in Rule 53(a)(1)(i) excludes non-recourse financing from consideration for the effect on the financial integrity of a registered public utility holding company system for purposes of the "safe harbor" for investments in EWGs, and Rule 52(b) exempts from the requirements of Section 6(b) under the Act the issuance of debt and equity securities by non-utility subsidiaries where the proceeds will be used to fund the activities of such subsidiary, as will be the case of any non-recourse debt security or equity security issued by CSWI or any such Project Parent. Further, non-recourse financing by CSWI or such Project Parent mitigates the same risks and the potential adverse impacts upon the financial integrity of the CSW System that are alleviated when the financing is arranged directly by such FUCO or EWG. Item 1. Description of the Proposed Transaction. Section 8 of Item 1 is hereby amended to replace the amount of "US$400 million" in the first sentence of the first paragraph thereof in its entirety with "the greater of (a) US$906 million and (b) 50% of CSW's `consolidated retained earnings' as determined in accordance with Rule 53(a)(1)(ii) under the Act". Section 8 of Item 1 is hereby further amended to restate the seventh paragraph thereof in its entirety as follows: It is proposed that the aggregate outstanding principal amount of non-recourse debt securities issued by CSWI, CSWdM, CSWdM Servicios and Project Parents to third parties will not exceed $3,000 million at any one time. Such amount is separate and apart from, and in excess of, the Aggregate General Authority. In any case in which CSW directly or indirectly owns less than all of the equity interests of a Project Parent, only that portion of the outstanding securities (whether recourse or non-recourse) of such Project Parent equal to CSW's (direct or indirect) equity ownership percentage shall be included for purposes of the foregoing limitations. The Applicants further request that amounts of non-recourse debt securities issued by CSWI and/or such Project Parents (including, without limitation, CSWdM and CSWdM Servicios) not be included for the purpose of calculating CSW's "aggregate investment" for purposes of Rule 53(a)(1)(i) under the Act. Item 5. Procedure. It is requested that the Commission issue and publish no later than August 18, 1995, the requisite notice under Rule 23 with respect to the filing of this Application-Declaration, such notice to specify a date not later than September 11, 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 not later than September 12, 1995, an appropriate order granting and permitting this Application-Declaration to become effective. No recommended decision by a hearing officer or other responsible officer of the Commission is necessary or required in the matter. The Division of Investment Management of the Commission may assist in the preparation of the Commission's decision in the 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. Amended Exhibit 6 - Proposed Notice of Proceeding. Amended Exhibit 7 - Financial Statements of CSW and its subsidiaries per books and pro forma as of June 30, 1995 (to be filed by amendment). 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. Date: August 16, 1995 CENTRAL AND SOUTH WEST CORPORATION By:/s/STEPHEN J. MCDONNELL Stephen J. McDonnell Treasurer 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. Date: August 16, 1995 CSW ENERGY, INC. By:/s/TERRY D. DENNIS_ Terry D. Dennis President and Chief Executive Officer 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. Date: August 16, 1995 CSW INTERNATIONAL, INC. By:/s/TERRY D. DENNIS Terry D. Dennis President and Chief Executive Officer INDEX OF EXHIBITS EXHIBIT TRANSMISSION NUMBER EXHIBIT METHOD 6 Proposed Notice of Proceeding Electronic 7 Financial Statements of CSW and ------ its subsidiaries per books and pro forma as of June 30, 1995 (to be filed by amendment) EX-99 2 EXHIBIT 6: PROPOSED NOTICE OF PROCEEDING AMENDED EXHIBIT 6 SECURITIES AND EXCHANGE COMMISSION (Release No. 35 - ______) Filings Under the Public Utility Holding Company Act of 1935 ("Act") August __, 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 declarations(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 September __, 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 address(es) 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 manner. 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, et al. (70-8423) Central and South West Corporation, a Delaware corporation ("CSW") and a registered holding company under the Act, CSW Energy, Inc., a Texas corporation and wholly-owned nonutility subsidiary of CSW ("Energy"), and CSW International, Inc., a Delaware corporation and wholly-owned nonutility subsidiary of CSW ("CSWI"), have filed a post- effective amendment to the Form U-1 Application-Declaration for File No. 70-8423 to amend the Application-Declaration in the manner described below. Except as provided in such amendment, the Application-Declaration remains as previously filed. CSW and Energy received authority of the Commission by order dated November 3, 1994 (HCAR 35-26156) (the "Order"), among other things, (i) to organize CSWI and other special purpose subsidiaries ("Project Parents") in accordance with the Order to invest in exempt wholesale generators, as defined in Section 32(e) of the Act ("EWGs"), and foreign utility companies, as defined in Section 33(a) of the Act ("FUCOs"), in an amount up to $400 million for such investments for which there is recourse to CSW (the "Aggregate General Authority") and up to $600 million for such investments for which there is not recourse to CSW and (ii) to fund such investments from time to time through issuances by CSW, CSWI and/or the Project Parents, including, without limitation, CSW de Mexico S.A. de C.V. ("CSWdM") and CSW de Mexico Servicios S.A. de C.V. ("CSWdM Servicios"), of stock, partnership interests, promissory notes, commercial paper or other debt or equity securities. The Applicants seek by such amendment (i) to increase the amount of the Aggregate General Authority for such investments for which there is recourse to CSW to the greater of (a) $906 million and (b) 50% of CSW's "consolidated retained earnings" as determined in accordance with Rule 53(a)(1)(ii), (ii) to increase the aggregate amount of non-recourse debt securities that may be issued by CSWI and/or Project Parents (including, without limitation, CSWdM and CSWdM Servicios) to third parties to $3,000 million and (iii) to remove the limitations on the amount of non-recourse debt that may be denominated in foreign currency. The Applicants further request that amounts of non-recourse debt securities issued by CSWI and/or such Project Parents (including, without limitation, CSWdM and CSWdM Servicios) pursuant to the preceding sentence not be included for the purpose of calculating CSW's "aggregate investment" for purposes of Rule 53(a)(1)(i) of the Act. The Applicants are pursuing investments in foreign EWGs and FUCOs, and consummation by the Applicants of one or more of such investments may exceed the existing authority under the Order, but would be within the limits of such authority as amended by such amendment. The increase in the Aggregate General Authority as described above would satisfy the "safe harbor" requirements of Rule 53. As of June 30, 1995, CSW's "consolidated retained earnings", as defined in Rule 53(a)(1)(ii), were $1,812 million. CSW currently has authority with respect to potential EWGs from orders issued under File Nos. 70-8209, 70- 8269, 70-8433 and 70-8483, which if developed as EWGs would represent an aggregate $60.9 million investment in EWGs. CSW represents that such $60.9 million investment in EWGs that has previously been approved will, if and when such investment is made, be applied against the $906 million authority sought under the amended Application-Declaration such that CSW's indirect investments in EWGs and FUCOs when made would not exceed 50% of CSW's "consolidated retained earnings" for the purposes of Rule 53. CSW has adequate assets to make the investments proposed without endangering the financial health of the CSW System or the system's operating public utility companies. The request set forth above to increase the aggregate amount of non-recourse debt securities that may be issued to third parties by CSWI and/or Project Parents (including, without limitation, CSWdM and CSWdM Servicios), including removing the limitation on the aggregate amount of non-recourse debt securities that may be denominated in foreign currencies, is consistent with the protection afforded to the financial integrity of the CSW System and other registered holding company systems by the exemptions of Rule 52 and Rule 53. The definition of "aggregate investment" set forth in Rule 53(a)(1)(i) excludes non-recourse financing from consideration for the effect on the financial integrity of a registered public utility holding company system for purposes of the "safe harbor" for investments in EWGs, and Rule 52(b) exempts from the requirements of Section 6(b) under the Act the issuance of debt and equity securities by non-utility subsidiaries where the proceeds will be used to fund the activities of such subsidiary, as will be the case of any non-recourse debt security or equity security issued by CSWI or any such Project Parent. Further, non-recourse financing by CSWI or such Project Parent mitigates the same risks and the potential adverse impacts upon the financial integrity of the CSW System that are alleviated when the financing is arranged directly by such FUCO or EWG. For the Commission, by the Division of Investment Management, pursuant to delegated authority. Jonathan G. Katz Secretary