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As filed with the Securities and Exchange Commission on March 21, 1994.
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
_______________
CENTRAL POWER AND LIGHT COMPANY
(Exact name of registrant as specified in its charter)
Texas 74-0550600
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
539 North Carancahua Street
Corpus Christi, Texas 78401-2802
(512) 881-5300
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
_______________
ROBERT R. CAREY GEORGE J. FORSYTH, Esq.
President and Chief Executive Officer Milbank, Tweed, Hadley & McCloy
Central Power and Light Company 1 Chase Manhattan Plaza
539 North Carancahua Street New York, New York 10005
Corpus Christi, Texas 78401-2802 (212) 530-5000
(512) 881-5300
(Names, addresses, including zip codes, and telephone numbers,
including area codes, of agents for service)
______________
Approximate date of commencement of proposed sale to the public: From
time to time after the Registration Statement becomes effective.
_______________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, as amended, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
_______________
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Each Amount Offering Aggregate Amount of
Class of Securities to be Price Offering Registration
to be Registered Registered Per Unit* Price* Fee
- ----------------------------------------------------------------------------
Preferred Stock,
$100 par value 750,000 shares $100.00 $75,000,000 $25,862
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*Estimated solely for the purpose of calculating the registration fee.
_______________
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended, or until the
Registration Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
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* SUBJECT TO COMPLETION, DATED March 21, 1994 *
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PROSPECTUS
750,000 SHARES
CENTRAL POWER AND LIGHT COMPANY
PREFERRED STOCK, $100 PAR VALUE
_______________
Central Power and Light Company (the "Company") intends to offer from
time to time, in one or more series, up to 750,000 shares of Preferred Stock,
$100 par value per share ("New Preferred Stock") on terms to be determined at
the time of offering.
The series designation, aggregate number of shares, initial public
offering price, dividend rate (or method of calculation thereof), dividend
payment dates, redemption and sinking fund provisions (if any), and any other
specific terms of each series of the New Preferred Stock in respect of which
this Prospectus is being delivered ("Offered Preferred Stock"), will be set
forth in a Prospectus Supplement (the "Prospectus Supplement") to be delivered
at the time of the offering and sale of the Offered Preferred Stock. See
"DESCRIPTION OF THE NEW PREFERRED STOCK" herein.
The Company may sell the New Preferred Stock in one or more series to or
through underwriters or dealers designated from time to time through
competitive bidding, or through negotiation, or directly to other purchasers
or through agents. The Prospectus Supplement applicable to any series of
Offered Preferred Stock will set forth the initial public offering price, the
proceeds to the Company, the names of any purchasers, underwriters or agents
and any applicable discounts or commissions with respect to the New Preferred
Stock being offered. See "PLAN OF DISTRIBUTION" herein.
_______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
_______________
The Date of this Prospectus is _____________, 1994.
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* Information contained herein is subject to completion or amendment. A *
* registration statement relating to these securities has been filed with *
* the Securities and Exchange Commission. These securities may not be sold*
* nor may offers to buy be accepted prior to the time the registration *
* statement becomes effective. This Prospectus shall not constitute an *
* offer to sell or the solicitation of an offer to buy nor shall there be *
* any sale of these securities in any State in which such offer, solici- *
* tation or sale would be unlawful prior to registration or qualification *
* under the securities laws of any such State. *
****************************************************************************
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No dealer, salesman or any other person has been authorized to give
any information or to make any representation not contained or incorporated
by reference in this Prospectus and, with respect to any series of New
Preferred Stock, the Prospectus Supplement relating thereto, and if given or
made, such information or representation must not be relied upon as having
been authorized by the Company or any underwriter, dealer or agent. Neither
this Prospectus nor any Prospectus Supplement constitutes an offer to sell
or a solicitation of an offer to buy any of the securities offered hereby or
thereby in any jurisdiction to any person to whom it is unlawful to make
such offer in such jurisdiction. Neither the delivery of this Prospectus or
any Prospectus Supplement nor any sale made hereunder or thereunder shall,
under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof or thereof or
that the information contained or incorporated by reference herein or
therein is correct as of any time subsequent to its date.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities
and Exchange Commission (the "Commission"). Such reports and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549-1004; and at the Commission's Regional Offices at 500
West Madison St., Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade
Center, 13th Floor, New York, New York 10048. Copies of such material can
also be obtained at prescribed rates from the Public Reference Section of
the Commission at its principal office at 450 Fifth Street, N.W.,
Washington, D.C. 20549.
It is the Company's current practice to prepare and mail to the
holders of its Preferred Stock copies of the Company's annual financial
reports. Such reports contain certain financial information that is
examined and reported upon, with an opinion expressed, by the Company's
independent public accountants.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the
Commission pursuant to the Exchange Act are incorporated by reference in
this Prospectus.
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1993.
2. The Company's Current Report on Form 8-K dated March 10, 1994.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering of the New Preferred Stock
shall be deemed to be incorporated by reference into this Prospectus from
their respective dates of filing.
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THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH
PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM THIS PROSPECTUS HAS BEEN
DELIVERED, UPON THE WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A COPY OF
ANY OR ALL OF THE FOREGOING DOCUMENTS INCORPORATED HEREIN BY REFERENCE
(OTHER THAN EXHIBITS TO SUCH DOCUMENTS WHICH ARE NOT SPECIFICALLY
INCORPORATED BY REFERENCE INTO THE INFORMATION THAT THE REGISTRATION
STATEMENT INCORPORATES). WRITTEN OR TELEPHONE REQUESTS SHOULD BE DIRECTED
TO DAVID P. SARTIN, CONTROLLER, CENTRAL POWER AND LIGHT COMPANY, 539 NORTH
CARANCAHUA STREET, CORPUS CHRISTI, TEXAS 78401-2802, TELEPHONE NUMBER (512)
881-5300.
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PROSPECTUS SUMMARY
The following material is qualified in its entirety by, and should be
read in conjunction with, the information appearing elsewhere in this
Prospectus, in the applicable Prospectus Supplement and in the documents,
financial statements and other information incorporated by reference in this
Prospectus.
THE COMPANY
Business....................... A public utility engaged in the
production, purchase, transmission,
distribution and sale of electricity
Service Area................... Approximately 44,000 square miles in
South Texas
Population of Service Area
(December 31, 1993)........... Approximately 1,945,000
Customers (December 31, 1993).. Approximately 589,000
SELECTED FINANCIAL INFORMATION
(Dollars in Thousands)
Year Ended December 31,
1993 1992 1991
----------------------------------------
Operating Revenues.............. $1,223,528 $1,113,423 $1,098,730
Operating Income................ 190,079 266,665* 249,573*
Net Income before cumulative
effect of a change in
accounting principles.......... 145,130 218,511 217,206
Cumulative effect of changes
in accounting principles....... 27,295 - -
Net Income...................... 172,425 218,511 217,206
Net Utility Plant............... 3,453,306 3,406,088* 3,450,007*
_____________________
* For comparison purposes, certain financial statement items have
been reclassified to conform to the 1993 presentation.
Capitalization at
December 31, 1993
---------------------
Long-Term Debt...................... $1,363,258 44.5%
Preferred Stock..................... 275,841 9.0
Common Equity....................... 1,424,195 46.5
---------- ------
$3,063,294 100.0%
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THE COMPANY
Central Power and Light Company, a Texas corporation (the "Company"),
is a public utility company engaged in the production, purchase,
transmission, distribution and sale of electricity in South Texas. Central
and South West Corporation ("CSW"), a registered public utility holding
company under the Public Utility Holding Company Act of 1935, as amended
(the "1935 Act"), owns all of the issued and outstanding Common Stock of the
Company. The Company's executive offices are located at 539 North
Carancahua Street, Corpus Christi, Texas 78401-2802, telephone number (512)
881-5300.
Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
(unaudited):
Year Ended December 31,
-----------------------------------------------------------------
1993 1992 1991 1990 1989
---- ---- ---- ---- ----
2.31 2.77 2.65 2.50 1.99
For computation of the ratio: (i) earnings consist of operating
income plus Federal income taxes, deferred income taxes and investment tax
credits, other income and deductions, allowance for funds (both borrowed and
equity) used during construction, STP carrying costs and mirror CWIP
amortization; (ii) combined fixed charges consist of interest on long-term
debt and short-term debt, and other interest charges; and (iii) preferred
stock dividends consist of an amount equal to the pre-income tax earnings
necessary to cover the preferred dividend requirements of the Company.
USE OF PROCEEDS
Unless otherwise specified in the Prospectus Supplement, the Company
intends to use the net proceeds from the sale of the New Preferred Stock
offered hereby to redeem, repurchase or reimburse the Company's treasury for
the redemption or repurchase of certain of the Company's outstanding
Preferred Stock. Any net proceeds not used for such purposes, will be used
to repay outstanding short-term borrowings incurred and expected to be
incurred, to provide working capital and for other general corporate
purposes.
DESCRIPTION OF THE NEW PREFERRED STOCK
General. The total authorized capital stock of the Company is
3,035,000 shares of Preferred Stock, par value $100 per share, issuable in
series, and 12,000,000 shares of Common Stock, par value $25 per share
("Common Stock"). At March 1, 1994 2,758,750 shares of Preferred Stock and
6,755,535 shares of Common Stock were issued and outstanding. Each issue of
New Preferred Stock will be a series of the Preferred Stock and the
aggregate amount of shares of New Preferred Stock issued will not exceed
750,000 shares. The term "Preferred Stock," unless the context otherwise
indicates, means all shares of Preferred Stock of all series now outstanding
and hereafter issued, including the New Preferred Stock.
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The terms and provisions of the New Preferred Stock are set forth in
the Restated Articles of Incorporation, as amended, of the Company (the
"Articles") and in resolutions to be adopted by the Board of Directors or a
Committee thereof authorizing and establishing each series of the New
Preferred Stock. The following description sets forth certain general terms
and provisions of the New Preferred Stock to which any Prospectus Supplement
may relate. The particular terms of the New Preferred Stock offered by any
Prospectus Supplement and the extent, if any, to which such general
provisions may apply to the New Preferred Stock so offered will be described
therein. The statements herein, which make use of defined terms and are not
complete, are qualified by and subject to all provisions of the Articles, a
copy of which is filed as an exhibit to the Registration Statement.
Authorized and unissued shares of Preferred Stock may be issued as
additional shares of any outstanding series thereof, or in one or more other
series with such varying designations, dividend and redemption provisions,
liquidation prices and other characteristics as the Board of Directors may
authorize (subject to restriction now or hereafter provided by law or in the
Articles or amendments thereto). All shares of Preferred Stock of all
series constitute one class of stock, are of equal rank and, except as to
the characteristics referred to above, confer equal rights.
Dividend Rights. Holders of Preferred Stock are entitled, in respect
of each share held, to cumulative dividends on the par value thereof at the
annual rate specified in the designation of the series in which such share
is issued, in preference to the Common Stock. Holders of Preferred Stock
are not entitled to receive any other dividends. Dividends on each series
of the New Preferred Stock will be payable on the dates and as provided in
the resolutions authorizing the initial issue of shares of such series,
when, as and if declared by the Board of Directors. Dividends are payable
out of the surplus or net profits of the Company available for the purpose.
When full cumulative dividends have been paid on or declared and set aside
for payment in respect of all shares of the Preferred Stock, the Board of
Directors may then declare dividends on the Common Stock.
Redemption Provisions. The optional redemption provisions, if any,
for each series of New Preferred Stock will be described in the Prospectus
Supplement relating thereto.
The Company, on the sole authority of its Board of Directors, may
redeem shares of any outstanding series of the Preferred Stock in accordance
with, and at the redemption price or prices as provided in, the Articles and
the resolutions authorizing and establishing the applicable series of
Preferred Stock. The redemption price paid by the Company for the
redemption of shares of any series of the Preferred Stock shall include
accrued and unpaid dividends to the date of redemption. The Articles
provide that the Company shall not redeem, purchase or otherwise acquire
less than all the outstanding shares of the Preferred Stock if at the time
of such redemption, purchase or other acquisition, dividends payable on the
Preferred Stock are in default in whole or in part, unless prior thereto all
such defaults in dividends shall have been cured, or unless the Commission
ordered, approved or permitted such action under the 1935 Act.
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Sinking Fund. The sinking fund provisions, if any, for each series of
New Preferred Stock will be described in the Prospectus Supplement relating
thereto.
Liquidation Rights. In the event of the involuntary liquidation,
dissolution or winding up of the Company, the holders of the Preferred Stock
shall be entitled to be paid in full, out of the net assets of the Company,
the par value of their shares plus accrued dividends on such shares, and no
more, before any amount shall be paid or distributed to holders of Common
Stock. In the event of the voluntary liquidation, dissolution or winding up
of the Company, the holders of the Preferred Stock shall be entitled to
receive the then effective redemption price thereof plus accrued dividends,
and no more. With respect to the Company's outstanding 4% Preferred Stock,
the liquidation preference is the par value thereof plus accrued dividends
in the case of both voluntary and involuntary liquidation.
Voting Rights. The Preferred Stock has no voting rights for the
election of directors or otherwise, except as expressly provided in the
Articles and summarized under this subcaption and under the subcaption
"Restrictions on Certain Corporate Action" below, and except as may be
required by law. In such excepted cases, each share of Preferred Stock is
entitled to one vote. During any period when dividends on the Preferred
Stock are in default in an amount equal to annual dividend payments or more
per share, and thereafter until all dividends in default on such stock have
been paid, the Preferred Stock as a class is entitled to elect the smallest
number of directors necessary to constitute a majority of the full Board.
Restrictions on Certain Corporate Action. The vote or consent of at
least two-thirds of the outstanding shares of the Preferred Stock of all
series voting as a class is required for (i) the authorization or creation
of any class of stock ranking prior to the Preferred Stock as to dividends
or assets or any security convertible into such prior stock, or for the
issue of any of such prior stock or convertible security more than one year
after such vote or consent; or (ii) any adverse change in the rights,
preferences or powers of the holders of the Preferred Stock. The vote or
consent of a majority of the outstanding shares of the Preferred Stock of
all series voting as a class is required for (i) any merger or
consolidation, or any sale or disposition of substantially all the assets of
the Company, unless ordered, approved or permitted under the 1935 Act; (ii)
the issue of any shares of Preferred Stock or of any stock on a parity
therewith, except in exchange for or to effect the retirement of at least an
equal amount of the Preferred Stock or of such parity stock, unless (1) the
gross income of the Company (computed as provided in the Articles) for
twelve consecutive calendar months ending within the fifteen calendar months
immediately preceding the issue of such additional shares is at least one
and one-half times the sum of (a) the annual interest charges on all
indebtedness of the Company represented by bonds, notes or other securities
to be outstanding after the issue of the additional shares, and (b) the
annual dividend requirements on the Preferred Stock and on all prior or
parity stock to be outstanding after the issue of the additional shares, and
(2) common stock equity of the Company (computed as provided in the
Articles) is not less than the total amount payable upon involuntary
liquidation, dissolution or winding up of the Company in respect of the
Preferred Stock and all prior or parity stock to be outstanding after the
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issue of the additional shares; or (iii) the issue or assumption of any
unsecured notes, debentures or other securities representing unsecured
indebtedness ("unsecured obligations") except to refund outstanding
unsecured obligations resulting in later maturities or to fund existing
unsecured indebtedness not represented by unsecured obligations, if
immediately after such issue or assumption (1) the principal amount of
unsecured obligations would exceed 20 percent of the aggregate of the
principal amount of secured indebtedness and the total capital stock and
surplus of the Company, or (2) the principal amount of all unsecured
obligations maturing in less than ten years (computed as provided in the
Articles) would exceed ten percent of such aggregate.
Limitations on Dividends on Common Stock. So long as any shares of
Preferred Stock are outstanding, the Articles limit the declaration or
payment of dividends on Common Stock in any 12-month period ending with and
including the date on which a particular dividend is proposed to be paid (a)
to 75 percent of the net income available for Common Stock dividends for the
12 months ending within 60 days next preceding the month in which such
dividend is proposed to be declared if the ratio of Common Stock equity to
total capitalization of the Company is or would be 20 percent or more but
less than 25 percent, and (b) to 50 percent of such net income if the ratio
is or would be less than 20 percent; plus any amounts that could have been
declared as dividends pursuant to such limitations, but which were not
actually declared, during any previous year or years. If such ratio is 25
percent or more, the total amount of all Common Stock dividends may not
exceed a sum which would reduce such ratio below 25 percent, except to the
extent permitted by clauses (a) or (b) above. At December 31, 1993, such
ratio was approximately 46.5 percent.
Miscellaneous. The Preferred Stock has no conversion rights nor any
preemptive right to subscribe for or purchase any securities issued by the
Company. The New Preferred Stock, when issued as herein contemplated, will
be fully paid and nonassessable. The Company reserves the right in its
Articles to increase or decrease its authorized capital stock or any class
or series thereof, or to reclassify the same, and to change any provision
contained in its Articles or any future amendment thereto as then in effect,
in the manner now or hereafter prescribed by law, but subject to the
conditions and limitations prescribed in the Articles as then in effect; and
all rights granted to shareholders in the Articles or any future amendment
thereto, are granted subject to such reservation.
The Transfer Agent and Registrar for the New Preferred Stock is
Central and South West Services, Inc., a subsidiary of CSW.
PLAN OF DISTRIBUTION
The Company may sell the New Preferred Stock offered hereby (i)
through competitive bidding; (ii) through negotiation with one or more
underwriters; (iii) through one or more agents designated from time to time;
(iv) directly to purchasers; or (v) any combination of the above. The
Prospectus Supplement with respect to the Offered Preferred Stock will set
forth the terms of the offering of the Offered Preferred Stock, including
the name or names of any underwriters and the amount of Offered Preferred
Stock to be purchased by each underwriter, the purchase price of such
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Offered Preferred Stock and the proceeds to the Company from such sale, any
underwriting discounts and other items constituting underwriters'
compensation, any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers. Any initial public
offering price and any discounts or concessions allowed or reallowed or paid
to dealers may be changed from time to time.
If an underwriter or underwriters are utilized in the sale, the
Company will execute an underwriting agreement with such underwriters at the
time of sale. The Offered Preferred Stock will be acquired by the
underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time of the
sale. Unless otherwise indicated in the Prospectus Supplement, the
underwriting agreement will provide that the underwriter or underwriters are
obligated to purchase all of the Offered Preferred Stock offered in the
Prospectus Supplement if any are purchased.
If any of the New Preferred Stock is sold through an agent or agents
designated by the Company from time to time, the Prospectus Supplement will
name any such agent, set forth any commissions payable by the Company to any
such agent and the obligations of such agent with respect to the Offered
Preferred Stock. Unless otherwise indicated in the Prospectus Supplement,
any such agent will be acting on a best efforts basis for the period of its
appointment.
The New Preferred Stock of any series, when first issued, will have no
established trading market. Any underwriters or agents to or through whom
New Preferred Stock is sold by the Company for public offering and sale may
make a market in such New Preferred Stock, but such underwriters or agents
will not be obligated to do so and may discontinue any market making at any
time without notice. No assurance can be given as to the liquidity of the
trading market for any New Preferred Stock.
In connection with the sale of the New Preferred Stock, any
purchasers, underwriters or agents may receive compensation from the Company
or from purchasers in the form of concessions or commissions. The
underwriters will be, and any agents and any dealers participating in the
distribution of the New Preferred Stock may be, deemed to be underwriters
within the meaning of the Securities Act of 1933, as amended (the "Act").
The agreement between the Company and any purchasers, underwriters or agents
will contain reciprocal covenants of indemnity, and will provide for
contribution by the Company in respect of its indemnity obligations, between
the Company and the purchasers, underwriters, or agents against certain
liabilities, including liabilities under the Act.
Certain of the underwriters or agents and their associates may engage
in transactions with, or perform services for, the Company and its
affiliates in the ordinary course of business.
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LEGAL OPINIONS
Certain legal matters in connection with the New Preferred Stock will
be passed upon for the Company by Milbank, Tweed, Hadley & McCloy, New York,
New York as to U.S. Federal and New York State law and Vinson & Elkins
L.L.P., Dallas, Texas as to Texas law, and for the Underwriters by Sidley &
Austin, Chicago, Illinois.
EXPERTS
The audited financial statements and schedules incorporated by
reference in this Prospectus and elsewhere in the Registration Statement
have been audited by Arthur Andersen & Co., independent public accountants,
as indicated in their reports dated February 25, 1994, with respect thereto,
and are incorporated herein by reference in reliance upon the authority of
said firm as experts in accounting and auditing in giving said reports.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses in connection with the issuance and
distribution of the securities being registered, other than underwriting
compensation, are:
Filing fee for Registration Statement . . . . . . . . . . . . $25,862*
Public Utility Holding Company Act filing fee . . . . . . . . 2,000*
Printing of Registration Statement, Prospectus and
Stock Certificates . . . . . . . . . . . . . . . . . . . . 15,000
Fees of rating agencies . . . . . . . . . . . . . . . . . . . 33,750
Fees of accountants . . . . . . . . . . . . . . . . . . . . 10,000
Reimbursement of underwriters' expenses and
counsel fees in connection with qualification or
registration of the New Preferred Stock under state
securities or "blue sky" laws . . . . . . . . . . . . . . 5,000
Expenses of Central and South West Services, Inc.
(includes Transfer Agent and Registrar fees) . . . . . . . . 15,000
Counsel Fees:
Milbank, Tweed, Hadley & McCloy
New York, New York . . . . . . . . . . . . . . . . . . . 65,000
Vinson & Elkins L.L.P.
Dallas, Texas. . . . . . . . . . . . . . . . . . . . . 10,000
Miscellaneous and incidental expenses, including
travel, telephone, copying, postage . . . . . . . . . . . 8,388
--------
Total . . . . . . . . . . . . . . . . . . . . . . .$190,000
========
_______________
* Actual Amount
Item 15. Indemnification of Directors and Officers.
Article 2.02-1 of the Texas Business Corporation Act provides that any
director or officer of a Texas corporation may be indemnified against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by him in connection with or in defending any action, suit or
proceeding in which he was, is or is threatened to be made a party by reason
of his position. With respect to any proceeding arising from actions taken
in his official capacity, as a director or officer, he may be indemnified so
long as it shall be determined that he conducted himself in good faith and
that he reasonably believed that such conduct was in the corporation's best
interest. In cases not concerning conduct in his official capacity as a
director or officer, a director or officer may be indemnified so long as it
shall be determined that he conducted himself in good faith and that he
reasonably believed that his conduct was not opposed to the corporation's
best interest. In the case of any criminal proceeding, a director or
officer may be indemnified if he had no reasonable cause to believe his
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conduct was unlawful. If a director or officer is found liable to the
corporation on the basis that personal benefit was improperly received by
him, the indemnification is limited to reasonable expenses actually incurred
in connection with such proceeding. No indemnification may be made if such
officer or director is found liable for willful or intentional misconduct in
the performance of his duty to the corporation. If a director or officer is
wholly successful, on the merits or otherwise, in connection with such a
proceeding, such indemnification is mandatory.
Section 8 of Article IX of the Company's Bylaws requires the
indemnification of officers and directors to the fullest extent permitted by
the Texas Business Corporation Act or any other applicable Act. The Company
also has policies insuring its officers and directors against certain
liabilities for actions taken in such capacities, including liabilities
under the Securities Act.
Article 7.06 of the Texas Miscellaneous Corporation Laws Act provides
that:
The articles of incorporation of a corporation may provide that a
director of the corporation shall not be liable, or shall be liable
only to the extent provided in the articles of incorporation, to the
corporation or its shareholders or members for monetary damages for an
act or omission in the director's capacity as a director, except that
this article does not authorize the elimination or limitation of the
liability of a director to the extent the director is found liable
for:
(i) a breach of the director's duty of loyalty to the
corporation or its shareholders or members;
(ii) an act or omission not in good faith that constitutes a
breach of duty of the director to the corporation or an act
or omission that involves intentional misconduct or a
knowing violation of the law;
(iii) a transaction from which the director received an improper
benefit, whether or not the benefit resulted from an action
taken within the scope of the director's office;
(iv) an act or omission for which the liability of a director is
expressly provided for by an applicable statute.
Article VII of the Articles provides that, to the full extent
permitted by the Texas Miscellaneous Corporation Laws Act, or any other
applicable laws as presently or hereafter in effect, no director of the
Company shall be liable to the Company or its shareholders for monetary
damages for or with respect to any acts or omissions in his capacity as
director of the corporation.
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Item 16. Exhibits.
Exhibit No. Description of Exhibits
1 - Form of Underwriting Agreement.
4(a) - Restated Articles of Incorporation of the Company,
as amended (incorporated herein by reference to
Exhibit 3(a) to the Company's Annual Report on Form
10-K for the year ended December 31, 1993).
4(b) - Form of Resolution providing for the establishment
of the terms of a series of the New Preferred Stock.
5 - Opinion of Vinson & Elkins L.L.P. as to the legality
of the New Preferred Stock.
12(a) - Statement re: computation of Ratio of Earnings to
Combined Fixed Charges and Preferred Dividends for
the five years ended December 31, 1993.
23(a) - Consent of Arthur Andersen & Co.
23(b) - Consent of Vinson & Elkins L.L.P. (contained in
Exhibit 5 above).
24 - Power of Attorney (included on the signature page of
this Registration Statement).
26 - Form of Invitation for Competitive Bids.
17
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the registration statement is on Form S-3 and the
information required to be included in a post-effective amendment by these
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(5) To use its best efforts to distribute prior to the opening of bids
to prospective bidders, underwriters and dealers, a reasonable number of
copies of a prospectus which at that time meets the requirements of Section
10(a) of the Securities Act of 1933, and relating to the securities offered
at competitive bidding, as contained in the registration statement, together
with any supplements thereto.
18
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Corpus Christi, State of Texas, on March 21, 1994.
CENTRAL POWER AND LIGHT COMPANY
By /s/ DAVID P. SARTIN
David P. Sartin
Controller
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints
David P. Sartin and Melanie J. Richardson or either of them, as his or her
attorney-in-fact, with full power of substitution and resubstitution to sign
and file on his or her behalf individually and in each such capacity stated
below any and all amendments and post-effective amendments to this
Registration Statement, as fully as such person could do in person, hereby
verifying and confirming all that said attorney-in-fact, or either of them, or
their, or his or her substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on March 21, 1994.
SIGNATURE TITLE
--------- -----
/s/ ROBERT R. CAREY President and Chief Executive Officer
----------------------------- (principal executive officer); Director
Robert R. Carey
/s/ DAVID P. SARTIN Controller (principal accounting officer)
----------------------------- and Secretary
David P. Sartin
/s/ MELANIE J. RICHARDSON Vice President Administration and
----------------------------- Treasurer (principal financial officer);
Melanie J. Richardson Director
/s/ B. W. TEAGUE Vice President Marketing and
----------------------------- Business Development; Director
B. W. Teague
20
SIGNATURE TITLE
--------- -----
/s/ J. G. SANDOVAL Vice President Operations/Engineering;
----------------------------- Director
J. G. Sandoval
/s/ GERALD E. VAUGHN Vice President Nuclear Affairs; Director
-----------------------------
Gerald E. Vaughn
/s/ E. R. BROOKS Director
-----------------------------
E. R. Brooks
/s/ HARRY D. MATTISON Director
-----------------------------
Harry D. Mattison
Director
-----------------------------
Ruben M. Garcia
Director
-----------------------------
Robert A. McAllen
Director
-----------------------------
Pete Morales, Jr.
Director
-----------------------------
S. Loyd Neal, Jr.
Director
-----------------------------
Jim L. Peterson
Director
-----------------------------
H. Lee Richards