As filed with the Securities and Exchange Commission on February 15, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
_______________
PUBLIC SERVICE COMPANY OF OKLAHOMA
(Exact name of registrant as specified in its charter)
Oklahoma 73-0410895
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
212 East Sixth Street
Tulsa, Oklahoma 74119-1212
(918) 599-2000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
_______________
Robert L. Zemanek, President Stephen J. McDonnell
and Chief Executive Officer Treasurer
212 East Sixth Street Central and South West Corporation
Tulsa, Oklahoma 74119-1212 1616 Woodall Rodgers Freeway
(918) 599-2000 Dallas, Texas 75202
(214) 777-1000
(Names, addresses, including zip codes, and telephone numbers,
including area codes, of agents for service)
______________
Copies to:
Robert B. Williams, Esq.
Joris M. Hogan, Esq.
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
(212) 530-5000
_______________
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, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
_______________
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
_______________
CALCULATION OF REGISTRATION FEE
___________________________________________________________________________
TITLE OF EACH PROPOSED AMOUNT OF
CLASS OF SECURITIES MAXIMUM AGGREGATE REGISTRATION
TO BE REGISTERED OFFERING PRICE* FEE
---------------------------------------------------------------------------
Senior Notes ................. $75,000,000 $25,862
___________________________________________________________________________
* 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 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
SUBJECT TO COMPLETION, DATED FEBRUARY 15, 1996
PROSPECTUS
$75,000,000
SENIOR NOTES
OF
PUBLIC SERVICE COMPANY OF OKLAHOMA
_________________________
Public Service Company of Oklahoma (the "Company") intends to offer from
time to time, in one or more series, up to $75,000,000 aggregate principal
amount of debentures, notes or other evidences of indebtedness (the "Senior
Notes") in amounts, at prices and on terms to be determined at the time of
offering.
The series designation, aggregate principal amount, maturity, interest
rate and interest payment dates, redemption provisions, nature of any security
for the Senior Notes, sinking fund provisions, initial public offering price
and any other specific terms of each series of the Senior Notes in respect of
which this Prospectus is being delivered, will be set forth in a Prospectus
Supplement or Pricing Supplement (collectively, the "Prospectus Supplement")
to be delivered at the time of the offering and sale of the Senior Notes. See
"DESCRIPTION OF THE SENIOR NOTES" herein.
_________________________
The Senior Notes will be represented either by Global Notes registered
in the name of The Depository Trust Company ("DTC"), as depository
("Depository"), or its nominee, or by securities in certificated form issued
to the registered owners thereof, as set forth in the applicable Prospectus
Supplement. Interests in the Global Notes will be shown on, and transfers
thereof will be effected only through, records maintained by the Depository
and its participants. Global Notes will not be exchanged for certificated
securities except in circumstances described therein or in the applicable
Prospectus Supplement.
_________________________
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 Company may sell the Senior Notes in one or more series to or
through underwriters or dealers designated from time to time through
negotiation, or directly to other purchasers or through agents. The
Prospectus Supplement applicable to any series of Senior Notes 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 Senior Notes being offered. See "PLAN OF
DISTRIBUTION".
__________________________
The Date of this Prospectus is _______, 1996.
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, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such State.
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 Senior Notes,
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 Seven 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. The Company is not required to and does not provide annual
reports to the holders of its debt securities unless specifically requested by
such a holder.
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, 1994.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995, June 30, 1995 and September 30, 1995 and Form 10-Q/A
for the quarter ended September 30, 1995.
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 Senior Notes shall be deemed
to be incorporated by reference into this Prospectus from their respective
dates of filing.
THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON,
INCLUDING ANY BENEFICIAL OWNER OF THE SENIOR NOTES, 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 STEPHEN D.
WISE, DIRECTOR, FINANCE, CENTRAL AND SOUTH WEST CORPORATION, 1616 WOODALL
RODGERS FREEWAY, DALLAS, TEXAS 75202, AS AGENT FOR THE COMPANY, TELEPHONE
NUMBER (214) 777-1000.
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 Offering
Company . . . . . . . . . . . . . . .Public Service Company of Oklahoma
Amount and Type of Security . . . . .Not exceeding $75,000,000 of
Senior Notes
Interest Payment Dates. . . . . . . .Semiannually on dates to be
determined
Maturity Date . . . . . . . . . . . .To be determined
Redemption. . . . . . . . . . . . . .To be determined
Security. . . . . . . . . . . . . . .Secured by the Company's first mortgage
bonds in the circumstances and to the
extent described under the caption
"DESCRIPTION OF SENIOR NOTES - Security;
Release Date,"
Use of Proceeds . . . . . . . . . . .To redeem, or reimburse the Company's
treasury for the redemption or repurchase
of all or a portion of certain of the
Company's first mortgage bonds, to repay
short-term debt, to provide working
capital or for other general corporate
purposes
The Company
Business. . . . . . . . . . . . . . .A public utility engaged in the
production, purchase, transmission,
distribution and sale of electricity
Service Area. . . . . . . . . . . . .Approximately 30,000 square miles in
Oklahoma
Population of Service Area
(December 31, 1995). . . . . . . . .Approximately 1,031,000
Customers (December 31, 1995) . . . .Approximately 473,000
SELECTED FINANCIAL INFORMATION
(Dollars in Thousands)
Twelve
Months Ended
December 31, Year Ended December 31,
1995 1994 1993 1992
------------- ----------------------------------
(Unaudited)
Operating Revenues $ 690,823 $ 740,496 $ 707,536 $ 622,092
Operating Income 111,769 98,258 72,156 78,096
Net Income Before Cumul-
ative Effect of a Change
in Accounting Principles 81,828 68,266 40,496 45,562
Cumulative Effect of a
Change in Accounting
Principles -- -- 6,223 --
Net Income 81,828 68,266 46,719 45,562
Net Utility Plant 1,330,376 1,304,518 1,246,938 1,211,741
Capitalization at
December 31, 1995
----------------------
(Unaudited)
Long-Term Debt...................... $ 379,250 42.8%
Preferred Stock..................... 19,826 2.2
Common Equity....................... 487,511 55.0
---------- ------
$ 886,587 100.0%
========== ======
THE COMPANY
Public Service Company of Oklahoma, an Oklahoma corporation, is a public
utility company engaged in the production, purchase, transmission,
distribution and sale of electricity in eastern and southwestern Oklahoma.
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 212 East Sixth
Street, Tulsa, Oklahoma 74119-1212, telephone number (918) 599-2000.
Ratio of Earnings to Fixed Charges (unaudited):
Twelve
Months Ended
December 31,
1995 Year Ended December 31,
------------- ------------------------------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
4.32 4.03 2.78 2.95 3.33 2.93
For computation of the ratio: (i) earnings consist of operating income
plus Federal and State income taxes, deferred income taxes and investment tax
credits, other income and deductions, allowance for funds (both borrowed and
equity) used during construction and the interest component of financing
leases; and (ii) fixed charges consist of interest on long-term debt,
amortization of debt, other interest and the interest component of financing
leases.
USE OF PROCEEDS
Unless otherwise specified in the applicable Prospectus Supplement, the
Company intends to use the net proceeds from the sale of the Senior Notes
offered hereby to redeem, or reimburse the Company's treasury for the
redemption or repurchase of, all or a portion of certain series of the
Company's outstanding first mortgage bonds, to pay costs associated with the
issuance of the Senior Notes, to repay outstanding short-term borrowings, to
provide working capital and for other general corporate purposes.
DESCRIPTION OF SENIOR NOTES
GENERAL. The following description sets forth certain general terms and
provisions of the Senior Notes to which any Prospectus Supplement may relate.
The description does not purport to be complete and is subject to and
qualified in its entirety by, all of the provisions of the Senior Note
Indenture (as defined below), which is incorporated herein by reference and
the form of which is an exhibit to the Registration Statement of which this
Prospectus is a part. The particular terms of the Senior Notes offered by any
Prospectus Supplement and the extent, if any, to which such general provisions
may apply to the Senior Notes so offered will be described therein.
References to section numbers under this caption are references to the section
numbers of the Senior Note Indenture.
The Senior Notes will be issued under an indenture (the "Senior Note
Indenture"), the form of which is an exhibit to the Registration Statement,
between the Company and Liberty Bank and Trust Company of Tulsa, National
Association, as trustee (the "Senior Note Trustee").
There is no requirement under the Senior Note Indenture that future
issues of debt securities of the Company be issued under the Senior Note
Indenture, and the Company will be free to employ other indentures or
documentation, containing provisions different from those included in the
Senior Note Indenture or applicable to one or more issues of Senior Notes, in
connection with future issues of such other debt securities.
The Senior Note Indenture does not limit the aggregate principal amount
of the Senior Notes that may be issued thereunder. Until the Release Date (as
defined below), the Senior Notes will be secured by one or more series of the
Company's first mortgage bonds issued and delivered by the Company to the
Senior Note Trustee. See "Security; Release Date." FROM AND AFTER THE
RELEASE DATE, ANY SENIOR NOTES SECURED BY THE COMPANY'S FIRST MORTGAGE BONDS
WHEN ISSUED WILL CEASE TO BE SECURED AS TO THE PAYMENT OF PRINCIPAL AND
INTEREST, WILL BECOME UNSECURED GENERAL OBLIGATIONS OF THE COMPANY AND WILL
RANK ON A PARITY WITH OTHER SENIOR UNSECURED INDEBTEDNESS OF THE COMPANY. The
Senior Note Indenture provides that, in addition to the Senior Notes offered
hereby, additional Senior Notes may be issued thereunder, without limitation
as to aggregate principal amount, provided that, prior to the Release Date,
the amount of Senior Notes that may be issued cannot exceed the amount of
first mortgage bonds that the Company is able to issue under its Indenture
dated July 1, 1945, between the Company and Liberty Bank and Trust Company of
Tulsa, National Association, as trustee (the "First Mortgage Trustee"), as
heretofore amended and as to be further amended in connection with the sale of
each series of first mortgage bonds by a supplemental indenture (the
"Supplemental Indenture") to be entered into in connection with the creation
and issuance of the first mortgage bonds of any series (collectively the
"First Mortgage Indenture"). See "DESCRIPTION OF SENIOR NOTE MORTGAGE BONDS -
- - Issuance of Additional Bonds.":
The Senior Note Indenture provides that the Senior Notes will be issued in one
or more series as notes or debentures secured by the Company's first mortgage
bonds or, in the circumstances described under the caption "Security; Release
Date," as unsecured notes or debentures. The Senior Notes may be issued at
various times and may have differing maturity dates and may bear interest at
differing rates. The Prospectus Supplement applicable to each issue of Senior
Notes will specify: (1) the designation and aggregate principal amount of such
Senior Notes; (2) the date on which such Senior Notes will mature; (3) the
interest rate or rates, or method of calculation of such rate or rates, on
such Senior Notes, and the date from which such interest shall accrue; (4) the
dates on which such interest will be payable; (5) the record dates for
payments of interest; (6) any redemption terms; (7) the period or periods
within which the price or prices at which and the terms and conditions upon
which such Senior Notes may be repaid, in whole or in part, at the option of
the holder thereof; (8) the place or places, if any, in addition to or in the
place of the office of the Trustee, where the principal of (and premium, if
any) and interest, if any, on such Senior Notes shall be payable; and (9)
other specific terms applicable to such Senior Notes. Unless otherwise
indicated in the applicable Prospectus Supplement, the Senior Notes will be
denominated in United States currency in minimum denominations of $1,000 and
integral multiples thereof.
Unless otherwise indicated in the applicable Prospectus Supplement,
there are no provisions in the Senior Note Indenture or the Senior Notes that
require the Company to redeem, or permit the holders to cause a redemption of,
the Senior Notes or that otherwise protect the holders in the event that the
Company incurs substantial additional indebtedness, whether or not in
connection with a change in control of the Company. However, any change in
control transaction that involves the incurrence of additional long-term
indebtedness (as notes, first mortgage bonds or otherwise) by the Company in
such a transaction would require approval of state utility regulatory
authorities and, possibly, of federal utility regulatory authorities.
Management believes that such approvals would be unlikely in any transaction
that would result in the Company, or a successor to the Company, having a
highly leveraged capital structure.
REGISTRATION, TRANSFER, EXCHANGE AND FORM. Senior Notes of any series
will be exchangeable for other Senior Notes of the same series of any
authorized denominations and of a like aggregate principal amount and tenor.
(Section 305)
Unless otherwise indicated in the applicable Prospectus Supplement,
Senior Notes may be presented for registration of transfer (duly endorsed or
accompanied by a duly executed written instrument of transfer), at the office
or agency maintained for such purpose with respect to any series of Senior
Notes and referred to in the applicable Prospectus Supplement, without service
charge and upon payment of any taxes and other governmental charges as
described in the Senior Note Indenture. (Section 305)
In the event of any redemption of Senior Notes of any series, the Senior
Note Trustee will not be required to exchange or register a transfer of any
Senior Notes of such series selected, called or being called for redemption
except, in the case of any Senior Note to be redeemed in part, the portion
thereof not to be so redeemed. (Section 305)
BOOK-ENTRY ONLY SYSTEM. Each series of Senior Notes may be issued in
the form of one or more global notes (the " Global Notes") representing all or
part of such series of Senior Notes and which will be deposited with or on
behalf of the Depositary and registered in the name of the Depositary or
nominee of the Depositary. Certificated Senior Notes will not be exchangeable
for Global Notes and, except under the circumstances described below, the
Global Notes will not be exchangeable for certificated Senior Notes.
The Depositary has advised the Company as follows: The Depositary is a
limited-purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. The
Depositary holds securities that its participants ("Participants") deposit
with the Depositary. The Depositary also facilitates the settlement among
Participants of securities transactions, such as transfers and pledges, in
deposited securities through electronic computerized book-entry changes in
Participants' accounts, thereby eliminating the need for physical movement of
securities certificates. Participants include securities brokers and dealers,
banks, trust companies, clearing corporations and certain other organizations.
The Depositary is owned by a number of its Participants and by the New York
Stock Exchange, Inc., the American Stock Exchange Inc. and the National
Association of Securities Dealers, Inc. Access to The Depository Trust
Company system is also available to others such as securities brokers and
dealers, banks and trust companies that clear through or maintain a custodial
relationship with a Participant, either directly or indirectly. The Rules
applicable to the Depositary and its Participants are on file with the
Commission.
Upon the issuance of the Global Notes in registered form, the Depositary
will credit, on its book-entry registration and transfer system, the
respective principal amounts of the Senior Notes represented by the Global
Notes to the accounts of Participants. The accounts to be credited shall be
designated by the Underwriters. Ownership of beneficial interests in the
Global Notes will be limited to Participants or persons that may hold
interests through Participants. Ownership of beneficial interests by
Participants in the Global Notes will be shown on, and the transfer of that
ownership interest will be effected only through, records maintained by the
Depositary or its nominee. Ownership of beneficial interests in the Global
Notes by persons that hold through Participants will be shown on, and the
transfer of that ownership interest within such Participant will be effected
only through, records maintained by such Participant. Owners of beneficial
interests in the Global Notes will not receive written confirmation from the
Depositary of their purchases, but they are expected to receive written
confirmation providing details of the transactions, as well as periodic
statements of their holdings, from the Participants through which they
purchased beneficial interests in the Global Notes. The laws of some
jurisdictions require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such limits and such laws may
impair the ability to transfer beneficial interests in the Global Notes.
So long as the Depositary, or its nominee, is the registered owner of
the Global Notes, the Depositary or its nominee, as the case may be, will be
considered the sole owner or holder of the Senior Notes represented by the
Global Notes for all purposes under the Senior Note Indenture. Except as set
forth below, owners of beneficial interests in the Global Notes will not be
entitled to have Senior Notes registered in their names, will not receive or
be entitled to receive physical delivery of the Senior Notes in definitive
form and will not be considered the owner or holders thereof under the Senior
Note Indenture.
Payment of principal of, premium, if any, and any interest on the Senior
Notes will be made to the Depositary or its nominee, as the case may be, as
the registered owner or the holder of the Global Notes representing the Senior
Notes. None of the Company, the Senior Note Trustee, any paying agent or the
registrar for the Senior Notes will have any responsibility or liability for
any aspect of the records relating to or payments made on account of
beneficial ownership interests in the Global Notes or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
The Company has been advised by the Depositary that, upon receipt of any
payment of principal, premium or interest in respect of the Global Notes, the
Depositary will credit immediately Participants' accounts with payments in
amounts proportionate to their respective beneficial interests in the
principal amount of the Global Notes as shown on the records of the
Depositary. The Company also expects that payments by Participants to owners
of beneficial interests in the Global Notes held through such Participants
will be governed by standing instructions and customary practices, as is now
the case with securities held for the accounts of customers in bearer form or
registered in "street name" and will be the responsibility of such
Participants.
The Global Notes may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or
any such nominee to a successor of the Depositary or a nominee of such
successor. If the Depositary is at any time unwilling or unable to continue
as Depositary and a successor Depositary is not appointed by the Company
within ninety days, the Company will issue certificated notes in definitive
registered form in exchange for the Global Notes representing the Senior
Notes. In addition, the Company may at any time and in its sole discretion
determine not to have any Senior Notes in registered form represented by one
or more global notes and, in such event, will issue certificated notes in
definitive form in exchange for the Global Notes representing the Senior
Notes. In any such instance, an owner of a beneficial interest in the Global
Notes will be entitled to physical delivery in definitive form of certificated
Senior Notes represented by the Global Notes equal in principal amount to such
beneficial interest and to have such certificated notes registered in its
name.
PAYING AGENTS. The Company will maintain an office or agency where
Senior Notes may be presented or surrendered for payment. The Company will
give prompt written notice to the Senior Note Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Senior Note Trustee with the address thereof, such presentations
and surrenders may be made or served at the corporate trust office of the
Senior Note Trustee, and, in such event, the Senior Note Trustee shall act as
the Company's agent to receive all such presentations and surrenders.
(Section 1002)
All monies paid by the Company to a paying agent for the payment of
principal of, interest or premium, if any, on any Senior Note which remain
unclaimed at the end of two years after such principal, interest or premium
shall have become due and payable will be repaid to the Company and the holder
of such Senior Note will thereafter look only to the Company for payment
thereof. (Section 1003)
SECURITY; RELEASE DATE. Until the Release Date (as defined below), the
Senior Notes will be secured by one or more series of the Company's first
mortgage bonds ("Senior Note Mortgage Bonds") issued and delivered by the
Company to the Senior Note Trustee (see "DESCRIPTION OF SENIOR NOTE MORTGAGE
BONDS"). Upon the issuance of a series of Senior Notes prior to the Release
Date, the Company will simultaneously issue and deliver to the Senior Note
Trustee, as security for all Senior Notes, a series of Senior Note Mortgage
Bonds that will have the same stated rate or rates of interest (or interest
calculated in the same manner), interest payment dates, stated maturity date
and redemption provisions, and will be in the same aggregate principal amount
as the series of the Senior Notes being issued. (Section 1301) The Company's
obligation to make payments of principal of, premium, if any, and interest on
any series of Senior Note Mortgage Bonds shall be fully satisfied by making
timely payments of principal of, premium, if any, and interest on the related
series of Senior Notes. Conversely, payment by the Company to the Senior Note
Trustee of principal of, premium and interest on, a series of Senior Note
Mortgage Bonds will be applied by the Senior Note Trustee to satisfy the
Company's obligations with respect to principal of, premium and interest on,
the Senior Notes (Section 312). THE RELEASE DATE WILL BE THE DATE CHOSEN BY
THE COMPANY WHICH MUST BE AFTER ALL FIRST MORTGAGE BONDS ("FIRST MORTGAGE
BONDS") OF THE COMPANY ISSUED AND OUTSTANDING UNDER THE FIRST MORTGAGE
INDENTURE (OTHER THAN SENIOR NOTE MORTGAGE BONDS) HAVE BEEN RETIRED (AT,
BEFORE OR AFTER THE MATURITY THEREOF) THROUGH PAYMENT OR REDEMPTION (INCLUDING
THOSE FIRST MORTGAGE BONDS DEEMED TO BE PAID WITHIN THE MEANING OF THE FIRST
MORTGAGE INDENTURE). ON THE RELEASE DATE, THE SENIOR NOTE TRUSTEE WILL
DELIVER TO THE COMPANY FOR CANCELLATION ALL SENIOR NOTE MORTGAGE BONDS AND THE
COMPANY WILL CAUSE THE SENIOR NOTE TRUSTEE TO PROVIDE NOTICE TO ALL HOLDERS OF
SENIOR NOTES OF THE OCCURRENCE OF THE RELEASE DATE. AS A RESULT, FROM AND
AFTER THE RELEASE DATE, THE SENIOR NOTE MORTGAGE BONDS SHALL CEASE TO SECURE
THE SENIOR NOTES, AND THE SENIOR NOTES WILL BECOME UNSECURED GENERAL
OBLIGATIONS OF THE COMPANY. (Section 1310) Each series of Senior Note
Mortgage Bonds will be a series of First Mortgage Bonds of the Company, all of
which are secured by a mortgage on substantially all of the property owned by
the Company. In certain circumstances prior to the Release Date, the Company
is permitted to reduce the aggregate principal amount of a series of Senior
Note Mortgage Bonds held by the Senior Note Trustee, but in no event to an
amount lower than the aggregate outstanding principal amount of the series of
Senior Notes initially issued contemporaneously with such Senior Note Mortgage
Bonds. (Section 1308) Following the Release Date, the Company will cause the
First Mortgage Indenture to be closed and the Company will not issue any
additional First Mortgage Bonds under the First Mortgage Indenture. (Section
1310) While the Company will be precluded after the Release Date from issuing
additional First Mortgage Bonds, the Company will not be precluded under the
Senior Note Indenture or Senior Notes from issuing or assuming other secured
debt, or incurring liens on its property, unless otherwise indicated in the
applicable Prospectus Supplement.
CONSOLIDATION, MERGER, CONVEYANCE, SALE OR TRANSFER. Nothing contained
in the Senior Note Indenture prevents the Company from consolidating with or
merging into another corporation or conveying, selling or otherwise
transferring its properties and assets substantially as an entirety to any
Person, provided that the corporation formed by such consolidation or into
which the Company is merged or the Person which acquires by conveyance, sale
or transfer the properties and assets of the Company substantially as an
entirety expressly assumes (i) by an indenture supplemental thereto, executed
and delivered to the Senior Note Trustee under the Senior Note Indenture, in
form satisfactory to the Senior Note Trustee, the due and punctual payment of
the principal of (and premium, if any) and interest, if any, on all the Senior
Notes and the performance of every covenant of the Senior Note Indenture on
the part of the Company to be performed or observed, and (ii) if such
consolidation, merger, conveyance, sale or transfer occurs prior to the
Release Date, by an indenture supplemental to the First Mortgage Indenture,
executed and delivered to the Senior Note Trustee and the First Mortgage
Trustee, in form satisfactory to the Senior Note Trustee and the First
Mortgage Trustee, the due and punctual payment of the principal of (and
premium, if any) and interest on all of the Senior Note Mortgage Bonds and the
performance of every covenant of the First Mortgage Indenture on the part of
the Company to be performed or observed.
LIMITATION ON LIENS. Nothing contained in the Senior Note Indenture
or in the Senior Notes in any way restricts or prevents the Company or any
subsidiary from incurring any indebtedness; provided that if this covenant is
made applicable to the Senior Notes of any particular series, the Company will
not, and will not permit any subsidiary to, issue, assume or guarantee any
notes, bonds, debentures or other similar evidences of indebtedness for money
borrowed ("Debt") secured by a mortgage, lien, pledge, security interest or
other encumbrance ("Mortgage") upon any property without effectively providing
that the outstanding Senior Notes (together with, if the Company so
determines, any other indebtedness or obligation then existing or thereafter
created ranking equally with the Senior Notes) shall be secured equally and
ratably with (or prior to) such Debt so long as such Debt shall be so secured.
This restriction will not, however, apply to (a) Mortgages in existence on the
date of the original issue of the Senior Notes to which this restriction is
made applicable (including without limitation any obligations issued or
incurred or to be issued or incurred under the First Mortgage Indenture); (b)
Mortgages created solely for the purpose of securing Debt incurred to finance,
refinance or refund the purchase price or cost (including the cost of
construction) of property acquired after the date hereof (by purchase,
construction or otherwise), or Mortgages in favor of guarantors of obligations
or Debt representing, or incurred to finance, refinance or refund, such
purchase price or cost, provided that no such Mortgage shall extend to or
cover any property other than the property so acquired and improvements
thereon; (c) Mortgages which secure only indebtedness owing by a subsidiary to
the Company, to one or more subsidiaries, or to the Company and one or more
subsidiaries; (d) Mortgages on any property or assets acquired from a
corporation which is merged with or into the Company or any subsidiary, or any
Mortgages on the property or assets of any corporation or other entity
existing at the time such corporation or other entity becomes a subsidiary
and, in either such case, is not created as a result of or in connection with
or in anticipation of any such transaction (unless such Mortgage was created
to secure or provide for the payment of any part of the purchase price of such
corporation); (e) any Mortgage on any property or assets existing at the time
of acquisition thereof and which is not created as a result of or in
connection with or in anticipation of such acquisition (unless such Mortgage
was created to secure or provide for the payment of any part of the purchase
price of such property or assets); or (f) any extension, renewal or
replacement of any Mortgage referred to in the foregoing clauses (a) through
(e), provided that the principal amount of Debt so secured thereby shall not
exceed the principal amount of Debt so secured at the time of such extension,
renewal or replacement, and that such extension, renewal or replacement
Mortgage shall be limited to all or part of substantially the same property
which secured the Mortgage extended, renewed or replaced (plus improvements on
such property). Notwithstanding the foregoing, the Company and one or more
subsidiaries may issue, assume or guarantee Debt secured by Mortgages which
would otherwise be subject to the foregoing restrictions in an aggregate
principal amount which, together with the aggregate outstanding principal
amount of all other Debt of the Company which would otherwise be subject to
the foregoing restrictions (not including Debt permitted to be secured under
clauses (a) through (f) above) does not at the time of issuance, assumption or
guarantee thereof exceed ten percent of the Net Tangible Assets, which is
defined as the total of all assets (including revaluations thereof as a result
of commercial appraisals, price level restatement or otherwise) appearing on a
balance sheet of the Company and its subsidiaries, net of applicable reserves
and deductions, but excluding goodwill, trade names, trademarks, patents,
unamortized debt discount and all other like intangible assets (which term
shall not be construed to include such revaluations), less the aggregate of
the current liabilities of the Company and its subsidiaries appearing on such
balance sheet. The following types of transactions, among others, shall not
be deemed to create Debt secured by Mortgages: Mortgages required by any
contract or statute in order to permit the Company or a subsidiary to perform
any contract or subcontract made by it with or at the request of a
governmental entity or any department, agency or instrumentality thereof, or
to secure partial, progress, advance or any other payments to the Company or
any subsidiary by such governmental unit pursuant to the provisions of any
contract or statute. (Section 1007)
MODIFICATION OF THE SENIOR NOTE INDENTURE. The Senior Note Indenture
contains provisions permitting the Company and the Senior Note Trustee, with
the consent of the holders of not less than 50% in principal amount of the
outstanding Senior Notes, of all series affected by the modification (voting
as one class), to modify the Senior Note Indenture or any supplemental
indenture or the rights of the holders of the Senior Notes of such series;
provided that no such modification shall without the consent of the holders of
each outstanding Senior Note affected thereby (a) change the fixed date upon
which the principal of or the interest on any Senior Note is due and payable,
or reduce the principal amount thereof or the rate of interest thereon or any
premium payable upon the redemption thereof, or reduce the amount of the
principal of an Original Issue Discount Security that would be payable upon a
declaration of acceleration of the maturity thereof, or change any place of
payment where, or the currency in which, any Senior Note or any premium or the
interest thereon is payable, or impair the right to institute suit for the
enforcement of any payment on or after the date such payment is due (or, in
the case of redemption, on or after the date fixed for such redemption (the
"Redemption Date")), or impair the interest of the Senior Note Trustee in the
Senior Note Mortgage Bonds, or prior to the Release Date, reduce the principal
amount of any series of Senior Note Mortgage Bonds to an amount less than the
principal amount of the related series of Senior Notes or alter the payment
provisions of such Senior Note Mortgage Bonds in a manner adverse to the
Holders of the Senior Notes, or (b) reduce the aforesaid percentage of Senior
Notes, the consent of the holders of which is required for any modification of
the applicable Senior Note Indenture or for waiver by the holders of certain
of their rights or (c) modify certain provisions of the Senior Note Indenture.
(Section 902) An Original Issue Discount Security means any security
authenticated and delivered under the Senior Note Indenture which provides for
an amount less than the principal amount thereof to be due and payable upon
the declaration of acceleration of the maturity thereof.
The Senior Note Indenture also contains provisions permitting the
Company and the Senior Note Trustee to amend the Senior Note Indenture in
certain circumstances without the consent of the holders of any Senior Notes
to evidence the merger of the Company, the replacement of the Senior Note
Trustee and for certain other purposes.
EVENTS OF DEFAULT. An Event of Default with respect to the Senior
Notes is defined in the Senior Note Indenture as being: default for 60 days in
payment of any interest of the Senior Notes; default for three days in payment
of principal, including the payment of principal (or premium, if any) when due
pursuant to any redemption provision of the Senior Notes; default in the
performance, or breach, of any covenant or warranty of the Company in the
Senior Note Indenture and continuance of such default or breach for a period
of 90 days after written notice is given to the Company by the Senior Note
Trustee or to the Company and the Senior Note Trustee by the holders of 33
percent or more in aggregate principal amount of the Senior Notes; prior to
the Release Date, a "default" as defined in the First Mortgage Indenture and
the continuance of such default after written notice is given to the Senior
Note Trustee by the First Mortgage Trustee, the Company or holders of 33
percent or more in aggregate principal amount of the Senior Notes; and certain
events of bankruptcy, insolvency, reorganization, receivership or liquidation
involving the Company. (Section 501) The Company will be required to file
with the Senior Note Trustee annually an officers' certificate as to the
absence of default in performance of certain covenants in the Senior Note
Indenture, and will be required to notify the Senior Note Trustee of the
occurrence of any default under the First Mortgage Indenture. (Section 1009)
The Senior Note Indenture provides that the Senior Note Trustee may withhold
notice to the holders of the Senior Notes of any default (except in payment of
principal of, or interest on, the Senior Notes or in the payment of any
sinking fund installment with respect to the Senior Notes) if the Senior Note
Trustee in good faith determines that it is in the interest of the holders of
the Senior Notes to do so. (Section 602) The Senior Note Indenture provides
that, if an Event of Default with respect to the Senior Notes specified
therein shall have happened and be continuing, either the Senior Note Trustee
or the holders of 33 percent or more in aggregate principal amount of the
Senior Notes may declare the principal amount of all the Senior Notes to be
due and payable immediately, but if the Company shall cure all defaults and
certain other conditions are met, such declaration may be annulled and past
defaults may be waived by the holders of a majority in aggregate principal
amount of the Senior Notes. (Section 502) Upon the Senior Notes being
declared to be or becoming due and payable, the Senior Note Trustee can
immediately file with the First Mortgage Trustee a written demand for
redemption of all Senior Note Mortgage Bonds pursuant to the applicable
provisions of the supplemental indenture to the First Mortgage Indenture.
(Section 502)
Subject to the provisions of the Senior Note Indenture relating to the
duties of the Senior Note Trustee, the Senior Note Trustee will be under no
obligation to exercise any of its rights or powers under the Senior Note
Indenture at the request or direction of any of the holders of the Senior
Notes, unless such holders shall have offered to the Senior Note Trustee
reasonable indemnity. (Section 603) Subject to such provision for
indemnification, the holders of a majority in principal amount of the Senior
Notes will have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Senior Note Trustee, or
exercising any trust or power conferred on the Senior Note Trustee with
respect to the Senior Notes, provided that the Senior Note Trustee shall have
the right to decline to follow any such direction if the Senior Note Trustee
shall determine that the action so directed conflicts with any law or the
provisions of the Senior Note Indenture or if the Senior Note Trustee shall
determine that such action would be prejudicial to holders not taking part in
such direction. (Section 512)
DEFEASANCE. The Company, at its option, (a) will be Discharged from
any and all obligations in respect of the Senior Notes (except in each case
for certain obligations to register the transfer or exchange of Senior Notes,
replace stolen, lost or mutilated Senior Notes, maintain paying agencies and
hold moneys for payment in trust) or (b) need not comply with certain
covenants of the Senior Note Indenture described under "Consolidation,
Merger, Conveyance, Sale or Transfer" and "Limitation of Liens" or to certain
covenants relating to corporate existence and maintenance of properties and
insurance, in each case, if (1) the Company irrevocably deposits with the
Senior Note Trustee, in trust, (i) money or (ii) in certain cases, (A) U.S.
Government Obligations which through the payment of interest and principal in
respect thereof in accordance with their terms will provide money in an
amount, or (B) a combination thereof, in each case sufficient to pay and
discharge (x) the principal of (and premium, if any) and each installment of
principal (and premium, if any) and interest, if any, on the outstanding
Senior Notes on the dates such payments are due, in accordance with the terms
of the Senior Notes, or to and including the Redemption Date irrevocably
designated by the Company pursuant to the final sentence of this section and
(y) any mandatory sinking fund payments applicable to the Senior Notes on the
day on which payments are due and payable in accordance with the terms of the
Senior Note Indenture and of the Senior Notes; (2) no Event of Default or
event which with notice or lapse of time would become an Event of Default
(including by reason of such deposit) with respect to the Senior Notes shall
have occurred and be continuing on the date of such deposit; (3) the Company
delivers to the Senior Note Trustee an opinion of counsel to the effect (i)
that the holders will not recognize income, gain or loss for Federal income
tax purposes as a result of such deposit and defeasance of certain
obligations; (ii) that such provision would not cause any outstanding Senior
Notes then listed on any national securities exchange to be delisted as a
result thereof; and (iii) that the defeasance trust is not, or is registered
as, an investment company under the Investment Company Act of 1940; and (4)
the Company has delivered to the Senior Note Trustee an officers' certificate
and an opinion of counsel, each stating that all conditions precedent provided
for in the Senior Note Indenture relating to the satisfaction and discharge of
the Senior Notes have been complied with. (Sections 403, 1010) Discharged
means, with respect to the Senior Notes, the discharge of the entire
indebtedness represented by, and obligations of the Company under, the Senior
Notes and in the satisfaction of all the obligations of the Company under the
Senior Note Indenture relating to the Senior Notes, except (A) the rights of
holders of the Senior Notes to receive, from the trust fund established
pursuant to the Senior Note Indenture, payment of the principal of and
interest and premium, if any, on the Senior Notes when such payments are due,
(B) the Company's obligations with respect to the Senior Notes with respect to
registration, transfer, exchange and maintenance of a place of payment and (C)
the rights, powers, trusts, duties, protections and immunities of the Senior
Note Trustee under the Senior Note Indenture. (Section 101) If the Company
has deposited or caused to be deposited money or U.S. Government Obligations
to pay or discharge the principal of (and premium, if any) and interest, if
any, on the outstanding Senior Notes to and including a Redemption Date on
which all of the outstanding Senior Notes are to be redeemed, such Redemption
Date shall be irrevocably designated by a Board of Directors resolution
delivered to the Senior Note Trustee on or prior to the date of deposit of
such money or U.S. Government Obligations, and such Board of Directors
resolution shall be accompanied by an irrevocable Company request that the
Senior Note Trustee give notice of such redemption in the name and at the
expense of the Company not less than 30 nor more than 60 days prior to such
Redemption Date in accordance with the Senior Note Indenture. (Sections 403,
1010) U.S. Government Obligations means direct obligations of the United
States for the payment of which its full faith and credit is pledged, or
obligations of a person controlled or supervised by and acting as an agency or
instrumentality of the United States and the payment of which is
unconditionally guaranteed by the United States, and shall also include a
depositary receipt issued by a bank or trust company as custodian with respect
to any such U.S. Government Obligation or a specific payment of interest on or
principal of any such U.S. Government Obligation held by such custodian for
the account of a holder of a depositary receipt; provided that (except as
required by law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depositary receipt from any amount
received by the custodian in respect of the U.S. Government Obligation or the
specific payment of interest on or principal of the U.S. Government Obligation
evidenced by such depositary receipt. (Section 101)
VOTING OF SENIOR NOTE MORTGAGE BONDS HELD BY SENIOR NOTE TRUSTEE. The
Senior Note Trustee, as a holder of Senior Note Mortgage Bonds, will attend
any meeting of bondholders under the First Mortgage Indenture as to which it
receives due notice, or, at its option, will deliver its proxy in connection
therewith. Either at such meeting, or otherwise where the consent of holders
of first mortgage bonds issued under the First Mortgage Indenture is sought
without a meeting, the Senior Note Trustee will vote all of the Senior Note
Mortgage Bonds held by it, or will consent with respect thereto, as directed
by the holders of not less than a majority in aggregate principal amount of
the outstanding Senior Notes; provided, however, the Senior Note Trustee may
not vote the Senior Note Mortgage Bonds of any particular series in favor of,
or give consent to, any action which, in the Senior Note Trustee's opinion,
would materially adversely affect such series of Senior Note Mortgage Bonds in
a manner not shared generally by all other Senior Mortgage Bonds, except upon
notification by the Senior Note Trustee to the holders of the related series
of Senior Notes of such proposal and consent thereto of the holders of a
majority in principal amount of the outstanding Senior Notes of such series.
(Section 1303)
RESIGNATION OR REMOVAL OF SENIOR NOTE TRUSTEE. The Senior Note Trustee
may resign at any time upon written notice to the Company specifying the day
upon which the resignation is to take effect and such resignation will take
effect immediately upon the later of the appointment of a successor Senior
Note Trustee and such specified day. (Section 610)
The Senior Note Trustee may be removed at any time by an instrument or
concurrent instruments in writing delivered to the Senior Note Trustee and the
Company and signed by the holders, or their attorneys-in-fact, of at least a
majority in principal amount of the then outstanding Senior Notes. In
addition, under certain circumstances, the Company may remove the Senior Note
Trustee upon notice to the holder of each Senior Note outstanding and the
Senior Note Trustee, and appointment of a successor Senior Note Trustee.
(Section 610)
NO RECOURSE AGAINST OTHERS. The Senior Note Indenture provides that no
recourse for the payment of the principal of or any premium or interest on any
Security or any Senior Note Mortgage Bond, or for any claim based thereon or
otherwise in respect thereof, and no recourse under or upon any obligation,
covenant or agreement of the Company, contained in the Senior Note Indenture
or the First Mortgage Indenture or in any supplemental indenture, or in any
Senior Note or any Senior Note Mortgage Bond, or because of the creation of
any indebtedness represented thereby, will be had against any incorporator,
stockholder, officer or director, as such, past, present or future of the
Company or any successor corporation, either directly or through the Company
or any successor corporation, whether by virtue of any constitution, statute
or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that all such liability is expressly
waived and released as a condition of, and in consideration for, the execution
of the Senior Note Indenture and the issuance of the Senior Notes. Such
waiver may not be effective to waive liabilities under the Federal securities
laws and it is the view of the Commission that such a waiver is against public
policy.
CONCERNING THE SENIOR NOTE TRUSTEE
Liberty Bank and Trust Company of Tulsa, National Association is the
Senior Note Trustee under the Senior Note Indenture. The Company maintains
banking relationships with the Senior Note Trustee in the ordinary course of
business. The Senior Note Trustee also acts as trustee for the Company's
First Mortgage Bonds.
DESCRIPTION OF SENIOR NOTE MORTGAGE BONDS
First Mortgage Bonds, including any series of Senior Note Mortgage Bonds
issued as security for the Senior Notes, will be issued in one or more series
under the Company's First Mortgage Indenture.
The following statements, unless the context otherwise indicates, are
brief summaries of certain provisions of the First Mortgage Indenture. Such
statements make use of defined terms, are not complete and are subject to all
the provisions of the First Mortgage Indenture. The First Mortgage Indenture
is in part filed as an exhibit to, and in part incorporated by reference in,
the Registration Statement of which this Prospectus is a part.
GENERAL. Senior Note Mortgage Bonds will be issuable in definitive
fully registered form without coupons, in denominations of $1,000 or in
integral multiples thereof. Principal, premium, if any, and interest on the
Senior Note Mortgage Bonds will be payable at the office or agency of the
Company in the City of New York, State of New York. The Senior Note Mortgage
Bonds are exchangeable and transferable as provided in the First Mortgage
Indenture and without charge therefor, except for any stamp tax or other
governmental charge; provided, that the Company (a) shall not register,
exchange or transfer Senior Note Mortgage Bonds during the ten days preceding
any interest payment date thereof and (b) shall not be required to register,
exchange or transfer Senior Note Mortgage Bonds during the period beginning
ten days preceding any date for selection of Senior Note Mortgage Bonds to be
called for redemption and ending on the date of the giving of the relevant
notice of redemption and, as to Senior Note Mortgage Bonds selected for
redemption, from and after the date of such selection.
DEBT RETIREMENT. The Debt Retirement provisions, if any, for each
series of Senior Note Mortgage Bonds will be described in the Prospectus
Supplement relating thereto. First Mortgage Bonds of Series J, K and L
outstanding under the First Mortgage Indenture on the date of this Prospectus
provide that, during each 12-month period specified in the First Mortgage
Indenture, the Company will (a) retire, or pay to the First Mortgage Trustee a
sum of money sufficient to redeem and retire, 1% of the greatest principal
amount of the First Mortgage Bonds of such series outstanding at any time
between the end of such period and the day before the date of the Supplemental
Indenture relating to such series of First Mortgage Bonds (the "Supplemental
Indenture Date") or (b) to the extent that First Mortgage Bonds of such series
are not so retired or cash so deposited, make and certify to the First
Mortgage Trustee $1,666.67 of net expenditures for bondable property on which
the First Mortgage Indenture is a first lien, subject only to permitted
encumbrances and liens and prepaid liens, for each $1,000 of First Mortgage
Bonds of such series otherwise required to be retired. Unused net
expenditures for bondable property and, as applied to each such series of
First Mortgage Bonds, unused excess retirements of First Mortgage Bonds of
that series, may be used to satisfy the foregoing provisions.
MAINTENANCE AND RENEWAL. The First Mortgage Indenture provides that so
long as there are outstanding any First Mortgage Bonds of a series issued
prior to Series N, the Company will expend during each calendar year, and
certify to the First Mortgage Trustee, an amount equal to at least 15% of its
utility operating revenues for such year, after deducting from such revenues
the costs of electricity purchased for resale, for (1) the maintenance and
repair of its mortgaged utility properties, (2) the construction or
acquisition of bondable property on which the First Mortgage Indenture is a
first lien, subject only to permitted encumbrances and liens and prepaid
liens, or (3) the retirement, through purchase or payment, of First Mortgage
Bonds issued under the First Mortgage Indenture, or redemption of First
Mortgage Bonds issued under the First Mortgage Indenture that are subject to
redemption; and that, so long as any First Mortgage Bonds of Series F through
M are outstanding, the expenditures to be made for the purposes stated in
clauses (2) and (3) must equal at least 2-1/4% (unless modified upon
application to the Commission) of the average amount of depreciable property
of the Company. At any time when no First Mortgage Bonds of such prior series
are outstanding, but so long as First Mortgage Bonds of Series N through W are
outstanding, the Indenture requires that expenditures of at least 3% (unless
modified upon application to the Commission) of the average amount of bondable
depreciable property be made for the purposes stated in clauses (2) and (3).
If the required expenditures for the foregoing purposes are not so made, the
Company shall deposit with the First Mortgage Trustee cash to the extent of
any deficiency, after deducting (subject to the terms of the First Mortgage
Indenture) any eligible credit for unused excess expenditures previously made
for such purposes. Such cash may be applied to the redemption at the
applicable General Redemption Price or to the repurchase of First Mortgage
Bonds or withdrawn to the extent of 100% of either net expenditures or excess
gross expenditures for such bondable property.
The First Mortgage Indenture also provides that (a) the Company shall
maintain the mortgaged properties in good repair, working order and condition,
(b) the First Mortgage Trustee may, and if requested by holders of a majority
in principal amount of all outstanding First Mortgage Bonds and furnished with
funds therefor shall, cause such properties to be inspected by an independent
engineer (not more often than at five-year intervals) to determine whether
they have been so maintained and whether any property, not retired on the
Company's books, should be classified as retired for the purpose of computing
net expenditures for bondable property or otherwise under the First Mortgage
Indenture, and (c) the Company shall make good any deficiency in maintenance
disclosed by such engineer's report as rendered or as modified by arbitration.
SECURITY. The Senior Note Mortgage Bonds of any series will be secured
by the lien of the First Mortgage Indenture and will rank equally with all
First Mortgage Bonds at any time outstanding under and secured by the First
Mortgage Indenture, except as to differences between series permitted by the
First Mortgage Indenture and not affecting the rank of the lien. The First
Mortgage Indenture will constitute a first mortgage lien, subject only to
permitted encumbrances and liens and prepaid liens, on all or substantially
all the permanent fixed properties, other than excepted property, owned by the
Company. The First Mortgage Indenture contains provisions subjecting after-
acquired property, other than excepted property, to the lien thereof. Such
provisions may not be effective as to property or proceeds acquired subsequent
to the filing of any case under the Bankruptcy Code. The First Mortgage
Indenture excepts from the lien thereof all cash, securities, accounts and
bills receivable, choses in action and certain judgments not deposited with,
assigned to or pledged with the First Mortgage Trustee, all tangible personal
property held for sale, rental or consumption in the ordinary course of
business, the last day of each term under any lease of property, all oil, gas
and mineral leaseholds, interests and estates, gas gathering lines and certain
real estate described therein.
ISSUANCE OF ADDITIONAL FIRST MORTGAGE BONDS. The First Mortgage
Indenture provides that the aggregate principal amount of First Mortgage Bonds
of all series that may be outstanding thereunder at any one time shall not
exceed $600,000,000. Such amount may be increased from time to time by action
of the Board of Directors and the stockholder of the Company as provided in
the First Mortgage Indenture. An aggregate of $380,000,000 in principal
amount of First Mortgage Bonds was outstanding under the Indenture on
January 31, 1996.
Additional First Mortgage Bonds, of a new or an existing series, may be
issued from time to time under the First Mortgage Indenture, subject to the
terms thereof, in a principal amount equal to: (a) 60% of eligible net
expenditures made by the Company for bondable property constructed or acquired
by it on or after July 1, 1945, and on which the First Mortgage Indenture is a
first lien, subject only to permitted encumbrances and liens and prepaid
liens, (b) the principal amount of First Mortgage Bonds previously
authenticated under the First Mortgage Indenture and which have been retired
or for the retirement of which the First Mortgage Trustee holds the necessary
funds, other than First Mortgage Bonds made ineligible for the purpose by the
terms of the First Mortgage Indenture (which First Mortgage Bonds so made
ineligible include First Mortgage Bonds retired through the operation of the
debt retirement and the maintenance and renewal provisions of the First
Mortgage Indenture), and (c) the amount of money deposited with the First
Mortgage Trustee for the purpose, which money may be applied to the retirement
of First Mortgage Bonds or may be withdrawn in lieu of authentication of an
equivalent principal amount of First Mortgage Bonds under the First Mortgage
Indenture provisions referred to in clauses (a) and (b). Net expenditures for
bondable property are determined as provided in the First Mortgage Indenture.
In general, bondable property, the net expenditures for which are eligible as
a basis for issuance of additional First Mortgage Bonds, means any electric
utility plant, property or equipment owned by the Company on July 1, 1945, or
constructed or acquired by it on or after that date which is used or useful in
its utility business and which the Company has lawful power to own and
operate.
No additional First Mortgage Bonds may be authenticated under the First
Mortgage Indenture provisions referred to in clauses (a) and (c) above, and no
First Mortgage Bonds bearing a higher rate of interest than the First Mortgage
Bonds for the retirement of which they are to be issued may be authenticated
under the First Mortgage Indenture provisions referred to in clause (b) above,
more than five years before maturity of the First Mortgage Bonds to be
retired, unless, in each case, net earnings of the Company for a 12-month
period ending within 90 days preceding such authentication were at least equal
to twice the interest for one year on (1) all of the First Mortgage Bonds of
all series to be outstanding under the First Mortgage Indenture immediately
after such authentication, other than First Mortgage Bonds for the retirement
of which the First Mortgage Trustee holds the necessary funds, and (2) all
other indebtedness then secured by a lien equal or prior to the First Mortgage
Indenture on property of the Company, except any of such indebtedness then
held in pledge under such lien or by the First Mortgage Trustee and except
prepaid liens. Net earnings for the period in question are determined by
deducting from total gross earnings and income all operating expenses for the
period, including taxes other than income taxes, rentals and insurance and all
charges or provisions for maintenance and repairs and for depreciation,
retirements, renewals, replacements and amortization, provided that charges or
provisions to be deducted for such purposes shall aggregate at least the
amount required to be certified in connection with the maintenance and renewal
fund under the First Mortgage Indenture, described under "Maintenance and
Renewal" above. Such net earnings are also subject to any adjustment required
by the First Mortgage Indenture.
Based on the bondable property test described above, which is currently
the most restrictive of the First Mortgage Indenture's issuance tests, and
without taking into account the retirement of any First Mortgage Bonds with
the proceeds of the Senior Notes, the Company, as of December 31, 1995, could
have issued approximately $51,056,691 principal amount of additional First
Mortgage Bonds.
The Company anticipates that the Senior Note Mortgage Bonds will be
authenticated under the First Mortgage Indenture against retired First
Mortgage Bonds of prior series, to the extent available, or against unused net
expenditures for bondable property to the extent permitted in the First
Mortgage Indenture. At December 31, 1995, approximately $80,700,000 principal
amount of previously retired First Mortgage Bonds were available for
authentication of additional First Mortgage Bonds and such unused net
expenditures aggregated approximately $85,094,485.
ACQUISITION OF PROPERTY SUBJECT TO A PRIOR LIEN. The First Mortgage
Indenture provides that the Company will not acquire any property of a value
in excess of $500,000 which at the time of acquisition is subject to a lien
equal or prior to the First Mortgage Indenture (other than permitted
encumbrances and liens and prepaid liens) unless at that time (a) the
principal amount of all outstanding obligations secured by such equal or prior
lien shall not exceed 60% of the fair value of any bondable property so
acquired and (b) the net earnings derived from the operations of such property
during a 12-month period ending within 90 days immediately preceding such
acquisition were equal to at least twice the annual interest charge on such
obligations, except obligations owned by the Company or obligations for the
retirement of which funds are deposited under such lien or with the First
Mortgage Trustee.
LIMITATIONS OF DIVIDENDS ON COMMON STOCK. Dividend restrictions
dependent upon earned surplus are binding on the Company so long as certain
prior series of the Company's First Mortgage Bonds are outstanding. The First
Mortgage Indenture provides in effect that, so long as any First Mortgage
Bonds of Series R or a prior series are outstanding, the aggregate amount of
all dividends and distributions on the Common Stock of the Company on and
after the Supplemental Indenture Date for such series, except dividends
payable in shares of Common Stock of the Company or in cash where concurrently
with the payment thereof an amount at least equal to such dividends is
received in cash as a capital contribution or as the proceeds from the sale of
Common Stock, shall not exceed the sum of (a) the earned surplus of the
Company earned on and after the Supplemental Indenture Date for such series,
(b) its earned surplus at the Supplemental Indenture Date for such series, and
(c) such additional amount as may be approved by the Commission. In
determining earned surplus on and after the Supplemental Indenture Date for
such series for such purpose, deductions are required to be made for
depreciation, retirements, renewals, replacements and amortization as required
in computing net earnings as set forth in the next to last sentence of the
third paragraph under the subheading "Issuance of Additional First Mortgage
Bonds" above.
The Indenture also provides in effect that, so long as First Mortgage
Bonds of Series J through M are outstanding, dividends or other distributions
on Common Stock (other than in stock) may be paid only out of the surplus
earned during the period from July 1, 1945, to the date of such dividend or
distribution, after giving effect in the calculation of such surplus to
expenditures for maintenance and repairs and provisions for depreciation of
the mortgaged properties during such period of at least 15% of the Company's
total utility operating revenues for the period, after deducting from such
revenues the cost of electricity purchased for resale; provided that so long
as any First Mortgage Bonds of Series F through M are outstanding, in
calculating such surplus the total amounts expended for bondable property and
the retirement of First Mortgage Bonds shall equal not less than 2-1/4%
(unless modified by the Commission) of the average amount of depreciable
property.
MODIFICATIONS OF INDENTURE. The First Mortgage Indenture may be
amended, by supplemental indenture without the consent of bondholders, for
various purposes specified therein, including the making of any change in the
First Mortgage Indenture effective only with respect to First Mortgage Bonds
authenticated after the execution of such supplemental indenture and only if
such change would not adversely affect First Mortgage Bonds then outstanding,
and the making of any other change not inconsistent with the terms, and which
would not impair the security of the First Mortgage Indenture. The
Supplemental Indenture creating the First Mortgage Bonds of Series M amended
the First Mortgage Indenture, effective upon the retirement or redemption, or
the consent of the holders, of all outstanding First Mortgage Bonds of all
series issued prior to the First Mortgage Bonds of Series M, by providing that
with the consent of the holders of not less than 66-2/3% in principal amount
of First Mortgage Bonds then outstanding under the First Mortgage Indenture
may be amended in any respect, except that without the consent of the holder
of each outstanding First Mortgage Bond affected thereby no such amendment
shall, among other things, (i) extend the time for, reduce or otherwise affect
the terms of any payment of the principal or of interest or premium on any
First Mortgage Bond, (ii) permit the creation of any lien ranking prior to or
on a parity with the lien of the First Mortgage Indenture, other than
permitted encumbrances and liens and prepaid liens, (iii) reduce the
percentage in principal amount of First Mortgage Bonds the consent of the
holders of which is required for any such amendment, (iv) impair the right of
any bondholder to institute suit for the enforcement of any payment in respect
of his First Mortgage Bonds or (v) deprive any non-assenting bondholders of a
lien upon the mortgaged property for the security of his First Mortgage Bonds.
HIGHLY LEVERAGED TRANSACTIONS. Certain provisions of the First Mortgage
Indenture may provide holders of the Senior Note Mortgage Bonds with some
protection in the event of a highly leveraged transaction. These provisions
are described in more detail in this Prospectus under the following headings
under "Description of Senior Note Mortgage Bonds":
Security: A description of the first mortgage lien securing the
Senior Note Mortgage Bonds and the limited exceptions from the lien.
Issuance of Additional First Mortgage Bonds: A description of
limitations on the issuance of additional First Mortgage Bonds,
including 60% of eligible net expenditures for bondable property, the
principal amount of retired First Mortgage Bonds, or cash deposited with
the First Mortgage Trustee, subject to the applicability of an earnings
coverage test.
Limitations on Dividends on Common Stock: A description of
dividend limitations applicable so long as certain series of the
Company's First Mortgage Bonds are still outstanding.
Modifications of Indenture: An explanation of the circumstances
under which the First Mortgage Indenture may be modified, including
amendments requiring either a 66-2/3% vote of outstanding First Mortgage
Bonds or a unanimous vote.
The First Mortgage Indenture also provides that any merger of the
Company or conveyance of all or substantially all of its property shall not
impair the lien of the First Mortgage Indenture. Any successor to the Company
shall assume the obligations of the Company under the First Mortgage
Indenture.
Additionally, any change in control transaction that involves the
incurrence of additional long-term indebtedness (as notes, first mortgage
bonds or otherwise) by the Company in such a transaction would require
approval of state utility regulatory authorities and, possibly, of federal
utility regulatory authorities. Management believes that such approvals would
be unlikely in any transaction that would result in the Company, or a
successor to the Company, having a highly leveraged capital structure.
DEFAULTS. The First Mortgage Indenture includes as events of default:
any default in payment of principal of any First Mortgage Bonds at maturity or
otherwise; any default continued for 60 days in payment of interest thereon;
any default in payment of principal or interest on prior lien bonds continued
beyond any applicable grace period; any adjudication of bankruptcy,
appointment of receiver, filing of petition in voluntary bankruptcy or
admission of insolvency by or with respect to the Company; and any default
continued for 90 days after notice from the First Mortgage Trustee in the
performance of any covenant or condition in the First Mortgage Indenture or
with respect to any prior lien. The Company is required to give periodic
certificates as to the absence of a default and compliance with the terms of
the First Mortgage Indenture, and must also give certificates to such effect
in connection with the authentication of additional First Mortgage Bonds or
withdrawal of cash under the First Mortgage Indenture. The First Mortgage
Trustee is not required to take action with respect to a default except upon
written request of the holders of not less than a majority in principal amount
of outstanding First Mortgage Bonds under the First Mortgage Indenture. No
holder shall have the right to exercise any right in respect of the First
Mortgage Indenture, unless the Trustee shall have refused to take action
requested by holders of 25% in principal amount of outstanding First Mortgage
Bonds under the First Mortgage Indenture and upon the tender of security and
indemnity satisfactory to the Trustee against all costs and liabilities which
might be incurred by reason of the taking of such action. The First Mortgage
Indenture provides that the First Mortgage Trustee may withhold notice to
bondholders of any default (except in payment of the principal of or interest
on any First Mortgage Bonds or in the making of any sinking fund or similar
payment) if it considers such withholding to be in the interest of
bondholders.
LEGAL OPINIONS
Legal opinions relating to the validity of the Senior Notes will be
given by Milbank, Tweed, Hadley & McCloy, 1 Chase Manhattan Plaza, New York,
New York 10005, counsel for the Company, and Sidley & Austin, One First
National Plaza, Chicago, Illinois 60603, counsel for the Underwriters. Sidley
& Austin has represented Central and South West Corporation and affiliates of
Central and South West Corporation from time to time in connection with
certain legal matters.
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 LLP, independent public accountants, as indicated
in their report dated February 13, 1995, 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.
PLAN OF DISTRIBUTION
The Company may sell the Senior Notes offered hereby (i) through
negotiation with one or more underwriters; (ii) through one or more agents
designated from time to time; (iii) directly to purchasers; or (iv) through
any combination of the above. The distribution of the Senior Notes may be
effected from time to time in one or more transactions at a fixed price or
prices which may be changed, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices or at negotiated prices. A
Prospectus Supplement or a supplement thereto will describe the method of
distribution of the Senior Notes of any series.
If an underwriter or underwriters are utilized in the sale, the Company
will execute an underwriting agreement, distribution agreement or similar
agreement with such underwriters prior to the time of sale, and the names of
the underwriters of the transaction will be set forth in the Prospectus
Supplement or a supplement thereto relating to such sale. If an underwriting
agreement is executed, the Senior Notes 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 or purchase
agreement will provide that the underwriter or underwriters are obligated to
purchase all of the Senior Notes offered in the Prospectus Supplement if any
are purchased.
If any of the Senior Notes are sold through an agent or agents
designated by the Company from time to time, the Prospectus Supplement or a
supplement thereto 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 Senior Notes. Unless otherwise indicated in the Prospectus
Supplement or a supplement thereto, any such agent will be acting on a best
efforts basis for the period of its appointment.
The Senior Notes of any series, when first issued, will have no
established trading market. Any underwriters or agents to or through whom
Senior Notes are sold by the Company for public offering and sale may make a
market in such Senior Notes, 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 Senior Notes.
In connection with the sale of the Senior Notes, 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
Senior Notes 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.
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*
Printing of Registration Statement, Prospectus,
Supplemental Indenture and Senior Notes.................. 10,000
Fees and expenses of First Mortgage Trustee............... 35,000
Fees and expenses of Senior Note Trustee.................. 35,000
Fees of rating agencies................................... 45,000
Fees of accountants....................................... 15,000
Reimbursement of underwriters' expenses and
counsel fees in connection with qualification
or registration of the Senior Notes under state
securities or "blue sky" laws.......................... 5,000
Expenses of Central and South
West Services, Inc...................................... 5,000
Counsel Fees............................................. 122,500
Miscellaneous and incidental expenses, including
travel, telephone, copying, postage................... 6,638
_______
Total.......................................... $ 305,000
=========
______________
*Actual
Item 15. Indemnification of Directors and Officers.
Section 1031 of the Oklahoma General Corporation Act provides broadly
for indemnification of directors and officers against claims and liabilities
against them in their capacities as such. The Company's bylaws also provide
for the indemnification of officers and directors by the Company. In
addition, the Company has purchased Directors' and Officers' Liability and
Company Reimbursement Liability Insurance which, in certain circumstances,
provide for payments to the directors and officers of the Company, in the
event of such liabilities.
Item 16. Exhibits.
Exhibit No. Description of Exhibits
1 - Form of Underwriting Agreement for Senior Notes.
4(a) - Form of Senior Note Indenture.
4(b) - Indenture dated July 1, 1945, as amended of the Company
(incorporated herein by reference to Exhibit 5.03 to the
Company's Registration Statement No. 2-60712),
Supplemental Indenture of the Company dated June 1, 1979
(incorporated herein by reference to Exhibit 2.02 to the
Company's Registration Statement No. 2-64432),
Supplemental Indenture of the Company dated December 1,
1979 (incorporated herein by reference to Exhibit 2.02 to
the Company's Registration Statement No. 2-65871),
Supplemental Indenture of the Company dated March 1, 1983
(incorporated herein by reference to Exhibit 2 to the
Company's Form U-1 File No. 70-6822), Supplemental
Indenture of the Company dated May 1, 1986 (incorporated
herein by reference to Exhibit 3 to the Company's Form U-1
File No. 70-7234), Supplemental indenture of the Company
dated July 1, 1992 (incorporated herein by reference to
Exhibit 4 (b) to Form S-3, File No. 33-48650),
Supplemental Indenture of the Company dated December 1,
1992 (incorporated herein by reference to Exhibit 4 (c) to
Form S-3, File No. 33-49143), Supplemental Indenture of
the Company dated April 1, 1993 (incorporated herein by
reference to Exhibit 4 (b) to Form S-3, File No. 33-
49575), and Supplemental Indenture of the Company dated
June 1, 1993 (incorporated herein by reference to Exhibit
4 (b) to the Company's 1993 Form 10-K, File No. 0-343).
5 - Opinion of Milbank, Tweed, Hadley & McCloy, counsel for
the Company, as to the legality of the Senior Notes.
12(a) - Statement re: computation of Ratio of Earnings to Fixed
Charges for the five years ended December 31, 1994
(incorporated herein by reference to Exhibit 12 to the
Company's 1994 Annual Report on Form 10-K).
12(b) - Statement re: computation of Ratio of Earnings to Fixed
Charges for the twelve months ended December 31, 1995.
23(a) - Consent of Arthur Andersen LLP.
23(b) - Consent of Milbank, Tweed, Hadley & McCloy (contained in
Exhibit 5 above).
24 - Power of Attorney (included on the signature page of the
Registration Statement).
25(a) - Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of Liberty Bank and Trust Company of
Tulsa, National Association, as First Mortgage Trustee
under the First Mortgage Indenture.
25(b) - Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of Liberty Bank and Trust Company of
Tulsa, National Association, as Senior Note Trustee, under
the Senior Note Indenture.
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, as amended (the "Securities Act");
(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 this registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 this registration
statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if 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 Exchange Act
that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act 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.
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 Tulsa, State of Oklahoma, on February 15, 1996.
PUBLIC SERVICE COMPANY OF OKLAHOMA
By: /s/MARY M. POLFER
Mary M. Polfer
Vice President - Administration
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints
Stephen J. McDonnell and Stephen D. Wise 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 and any registration statement of the company relating
to Senior Notes filed after the date hereof pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, 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 substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on February 15, 1996.
SIGNATURE TITLE
--------- -----
/s/ ROBERT L. ZEMANEK President and Chief Executive Officer
______________________________ (principal executive officer);
Robert L. Zemanek Director
/s/ MARY M. POLFER Vice President - Administration
______________________________ (principal financial officer);
Mary M. Polfer Director
/s/ RUSSELL DAVIS Controller
_______________________________ (principal accounting officer)
Russell Davis
SIGNATURE TITLE
--------- -----
/s/ WILLIAM R. MCKAMEY Vice President - Marketing and
______________________________ Business Development; Director
William R. McKamey
/s/ WALDO J. ZERGER, JR. Vice President - Operations and
______________________________ Engineering; Director
Waldo J. Zerger, Jr.
/s/ E.R. BROOKS Director
______________________________
E.R. Brooks
/s/ HARRY D. MATTISON Director
______________________________
Harry D. Mattison
/s/ HARRY A. CLARKE Director
______________________________
Harry A. Clarke
/s/ PAUL K. LACKEY, JR. Director
______________________________
Paul K. Lackey, Jr.
/s/ PAULA MARSHALL-CHAPMAN Director
________________________________
Paula Marshall-Chapman
/s/ DR. ROBERT B. TAYLOR, JR. Director
________________________________
Dr. Robert B. Taylor, Jr.
INDEX TO EXHIBITS
EXHIBIT TRANSMISSION
NUMBER EXHIBIT METHOD
- ------- ------- ------------
1 Form of Underwriting Agreement for Senior Electronic
Notes.
4(a) Form of Senior Note Indenture. Electronic
4(b) Indenture dated July 1, 1945, as amended of Incorporated
the Company (incorporated herein by reference by Reference
to Exhibit 5.03 to the Company's Registration
Statement No. 2-60712), Supplemental Indenture
of the Company dated June 1, 1979 (incorpo-
rated herein by reference to Exhibit 2.02 to
the Company's Registration Statement No.
2-64432), Supplemental Indenture of the
Company dated December 1, 1979 (incorporated
herein by reference to Exhibit 2.02 to the
Company's Registration Statement No. 2-65871),
Supplemental Indenture of the Company dated
March 1, 1983 (incorporated herein by reference
to Exhibit 2 to the Company's Form U-1 File
No. 70-6822), Supplemental Indenture of
the Company, dated May 1, 1986 (incorporated
herein by reference to Exhibit 3 to the
Company's Form U-1 File No. 70-7234) Supplemental
Indenture of the Company dated May 1, 1986
(incorporated herein by reference to Exhibit 3
to the Company's Form U-1 File No. 70-7234)
Supplemental Indenture of the Company dated
July 1, 1992 (incorporated herein by reference
to Exhibit 4 (b) to Form S-3, File No. 33-48650),
Supplemental Indenture of the Company dated
December 1, 1992 (incorporated herein by
reference to Exhibit 4 (c) to Form S-3, File
No. 33-49143), Supplemental Indenture of the
Company dated April 1, 1993 (incorporated
herein by reference to Exhibit 4 (b) to Form S-3,
File No. 33-49575), and Supplemental Indenture
of the Company dated June 1, 1993 (incorporated
herein by reference to Exhibit 4 (b) to the
Company's 1993 Form 10-K, File No. 0-343).
5 Opinion of Milbank, Tweed, Hadley & McCloy, Electronic
counsel for the Company, as to the legality of
the Senior Notes.
12(a) Statement re: computation of Ratio of Earnings Incorporated
to Fixed Charges for the five years ended by Reference
December 31, 1994 (incorporated herein by
reference to Exhibit 12 to the Company's 1994
Annual Report on Form 10-K).
INDEX TO EXHIBITS
EXHIBIT TRANSMISSION
NUMBER EXHIBIT METHOD
- ------- ------- ------------
12(b) Statement re: computation of Ratio of Earnings Electronic
to Fixed Charges for the twelve months ended
December 31, 1995.
23(a) Consent of Arthur Andersen LLP. Electronic
23(b) Consent of Milbank, Tweed, Hadley & McCloy ---
(contained in Exhibit 5 above).
24 Power of Attorney (included on signature page ---
of the Registration Statement).
25(a) Form T-1 Statement of Eligibility under the Electronic
Trust Indenture Act of 1939 of Liberty Bank
and Trust Company of Tulsa, National
Association, as First Mortgage Trustee under
the First Mortgage Indenture.
25(b) Form T-1 Statement of Eligibility under the Electronic
Trust Indenture Act of 1939 of Liberty Bank
and Trust Company of Tulsa, National
Association, as Senior Note Trustee, under
the Senior Note Indenture.