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As filed with the Securities and Exchange Commission on September 21, 1995
Registration No. 33-60801
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
_______________
WEST TEXAS UTILITIES COMPANY
(Exact name of registrant as specified in its charter)
Texas 75-0646790
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
301 Cypress
Abilene, Texas 79601
(915) 674-7000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
_______________
GLENN FILES, President GEORGE J. FORSYTH, Esq.
and Chief Executive Officer Milbank, Tweed, Hadley & McCloy
West Texas Utilities Company 1 Chase Manhattan Plaza
301 Cypress New York, New York 10005
Abilene, Texas 79601 (212) 530-5000
(915) 674-7000
(Names, addresses, including zip codes, and telephone numbers,
including area codes, of agents for service)
______________
Approximate date of commencement of proposed sale to the public: From
time to time after the Registration Statement becomes effective.
_______________
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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, 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
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PROPOSED
MAXIMUM
TITLE OF EACH AGGREGATE AMOUNT OF
CLASS OF SECURITIES OFFERING REGISTRATION
TO BE REGISTERED PRICE* FEE
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First Mortgage
Bonds........................ $60,000,000 $20,690**
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* Estimated solely for the purpose of calculating the registration fee.
** A registration fee of $15,517 was previously paid on June 30, 1995.
_______________
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.
Pursuant to Rule 429 of the Commission under the Securities Act of 1933,
as amended, the within Prospectus relates to $60,000,000 of the Company's
First Mortgage Bonds covered hereby and to $20,000,000 of the Company's First
Mortgage Bonds covered by Registration Statement No. 33-50633.
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*****************************************************
* SUBJECT TO COMPLETION, DATED SEPTEMBER 21, 1995 *
*****************************************************
PROSPECTUS
$80,000,000
FIRST MORTGAGE BONDS
OF
WEST TEXAS UTILITIES COMPANY
_______________
West Texas Utilities Company (the "Company") intends to offer from time
to time, in one or more series, up to $80,000,000 aggregate principal amount
of its First Mortgage Bonds (the "New Bonds") 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, sinking fund
provisions, initial public offering price and any other specific terms of each
series of the New Bonds, in respect of which this Prospectus is being
delivered, will be set forth in a Prospectus Supplement (the "Prospectus
Supplement") to be delivered at the time of the offering and sale of the New
Bonds. See "DESCRIPTION OF THE NEW BONDS" herein.
_______________
The Company may sell the New Bonds in one or more series to or through
underwriters or dealers designated from time to time through competitive
bidding, or through negotiation, or directly to other purchasers or through
agents. The Prospectus Supplement applicable to any series of New Bonds will
set forth the initial public offering price, the proceeds to the Company, the
names of any purchasers, underwriters or agents and any applicable discounts
or commissions with respect to the New Bonds being offered. See "PLAN OF
DISTRIBUTION".
_______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
_______________
The Date of this Prospectus is , 1995.
*****************************************************************************
* Information contained herein is subject to completion or amendment. A *
* registration statement relating to these securities has been filed with *
* the Securities and Exchange Commission. These securities may not be sold *
* nor may offers to buy be accepted prior to the time the registration *
* statement becomes effective. This prospectus shall not constitute an *
* offer to sell or the solicitation of an offer to buy nor shall there be *
* any sale of these securities in any State in which such offer, solici- *
* tation or sale would be unlawful prior to registration or qualification *
* under the securities laws of any such State. *
*****************************************************************************
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No dealer, salesman or any other person has been authorized to give any
information or to make any representation not contained or incorporated by
reference in this Prospectus and, with respect to any series of New Bonds, 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. In addition, certain of the Company's securities are listed
on, and reports and other information concerning the Company can also be
inspected at, the New York Stock Exchange, 20 Broad Street, New York, New York
10005.
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.
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2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995 and June 30, 1995.
3. The Company's Current Reports on Form 8-K dated February 17, 1995,
July 10, 1995 and September 6, 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 New Bonds 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, 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.
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PROSPECTUS SUMMARY
The following material is qualified in its entirety by, and should be
read in conjunction with, the information appearing elsewhere in this
Prospectus, in the applicable Prospectus Supplement and in the documents,
financial statements and other information incorporated by reference in this
Prospectus.
THE OFFERING
Company........................ West Texas Utilities Company
Amount and Type of Security.... Not exceeding $80,000,000 First
Mortgage Bonds
Interest Payment Dates......... Semiannually on dates to be determined
Maturity Date.................. To be determined
Redemption..................... To be determined
Security....................... Secured, together with all other
outstanding First Mortgage Bonds, by
a mortgage on substantially all of
the Company's properties
Use of Proceeds................ To reimburse the Company's treasury
for the redemption or repurchase of
all or a portion of certain of the
Company's First Mortgage Bonds,
together with costs associated with
the issuance of the New 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 53,000 square miles in
central west Texas
Population of Service Area
(December 31, 1994)........... Approximately 410,000
Customers (June 30, 1995)...... Approximately 185,900
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SELECTED FINANCIAL INFORMATION
(Dollars in Thousands)
Twelve Year Ended December 31,
Months Ended ---------------------------------
June 30, 1995 1994 1993 1992
-------------- --------- --------- ---------
(Unaudited)
Operating Revenues.................. $334,626 $342,991 $345,445 $315,370
Operating Income.................... 56,401 54,763 46,576 57,302
Net Income Before Cumul-
ative Effect of a Change
in Accounting Principles........... 37,787 37,366 26,517 35,007
Cumulative Effect of a
Change in Accounting
Principles......................... - - 3,779 -
Net Income.......................... 37,787 37,366 30,296 35,007
Net Utility Plant................... 669,077 663,855 653,426 651,221
Capitalization at
June 30, 1995
---------------------
(Unaudited)
Long-Term Debt...................... $250,997 47.3%
Preferred Stock..................... 6,291 1.2
Common Equity....................... 272,981 51.5
-------- ------
$530,269 100.0%
======== ======
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THE COMPANY
West Texas Utilities Company, a Texas corporation, is a public utility
company engaged in the production, purchase, transmission, distribution and
sale of electricity in central west Texas. Central and South West
Corporation, a registered public utility holding company under the Public
Utility Holding Company Act of 1935, owns all of the issued and outstanding
Common Stock of the Company. The Company's executive offices are located at
301 Cypress, Abilene, Texas 79601, telephone number (915) 674-7000.
Ratio of Earnings to Fixed Charges:
Twelve Year Ended December 31,
Months Ended ------------------------------------------------
June 30, 1995 1994 1993 1992 1991 1990
------------- ---- ---- ---- ---- ----
(Unaudited)
3.24 3.37 2.79 3.22 3.30 3.05
For computation of the ratio: (i) earnings consist of operating income
plus Federal income taxes, deferred income taxes and investment tax credits,
other income and deductions and allowance for funds (both borrowed and equity)
used during construction; and (ii) fixed charges consist of interest on long-
term debt and other interest charges.
USE OF PROCEEDS
Unless otherwise specified in the Prospectus Supplement, the Company
intends to use the net proceeds from the sale of the New Bonds offered hereby
to redeem, repurchase or reimburse the Company's treasury for the redemption
or repurchase of, certain of the Company's outstanding First Mortgage Bonds,
and to pay costs associated with the issuance of the New Bonds. The balance
of the net proceeds, if any, will be used to repay outstanding short-term
borrowings, to provide working capital or for other general corporate
purposes.
DESCRIPTION OF THE NEW BONDS
The following description sets forth certain general terms and
provisions of the New Bonds to which any Prospectus Supplement may relate.
The particular terms of the New Bonds offered by any Prospectus Supplement and
the extent, if any, to which such general provisions may apply to the New
Bonds so offered will be described therein.
The New Bonds will be issued in one or more series under and secured by
the Company's Indenture, dated August 1, 1943, between the Company and Harris
Trust and Savings Bank (the "Trustee") and J. Bartolini, successor co-Trustee,
as Trustees, as heretofore amended and as to be further amended in connection
with the sale of each series of New Bonds by a supplemental indenture (the
"Supplemental Indenture") to be entered into in connection with the creation
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and issuance of the New Bonds of any series (collectively the "Indenture").
All bonds (including the New Bonds) which may from time to time be issued and
outstanding under the Indenture are herein referred to as "Bonds."
The following statements, unless the context otherwise indicates, are
brief summaries of certain provisions of the Indenture. Such statements make
use of defined terms, are not complete and are subject to all the provisions
of the Indenture. The 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. Reference is made to the Prospectus Supplement relating to the
particular series of New Bonds offered thereby for the following terms or
additional provisions: (1) the title of the New Bonds offered thereby; (2) the
aggregate principal amount of the series of New Bonds; (3) the date or dates
on which the New Bonds of the series will mature; (4) the rate per annum at
which the New Bonds of the series will bear interest; (5) the date from which
interest on the New Bonds of the series will accrue, the dates on which such
interest will be payable and the record dates of any interest payment dates;
(6) if applicable, the date after which and the prices at which the New Bonds
of the series may be redeemed at the option of the Company; and (7) any
additional terms of the New Bonds.
The New 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 New Bonds will be payable at
the office or agency of the Company in the City of New York, State of New
York. The New Bonds are exchangeable and transferable as provided in the
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 New Bonds during the ten days preceding any interest
payment date thereof and (b) shall not be required to register, exchange or
transfer New Bonds during the period beginning ten days preceding any date for
selection of New Bonds to be called for redemption and ending on the date of
the giving of the relevant notice of redemption and, as to New Bonds selected
for redemption, from and after the date of such selection.
DEBT RETIREMENT. The Debt Retirement provisions, if any, for each
series of New Bonds will be described in the Prospectus Supplement relating
thereto. The Bonds of Series O, outstanding under the Indenture on the date
of this Prospectus, provide that, during each 12-month period specified in the
Indenture, the Company will (a) retire, or pay to the Trustee on the first day
of April of each year a sum of money sufficient to redeem and retire, 1% of
the greatest principal amount of the 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 Bonds (the "Supplemental
Indenture Date") or (b) to the extent that Bonds of such series are not so
retired or cash so deposited, make and certify to the Trustee $1,666.67 of net
expenditures for bondable property on which the Indenture is a first lien,
subject only to permitted encumbrances and liens and prepaid liens, for each
$1,000 of Bonds of such series otherwise required to be retired. Unused net
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expenditures for bondable property and, as applied to each such series of
Bonds, unused excess retirements of Bonds of that series, may be used to
satisfy the foregoing provisions.
REDEMPTION. The optional redemption provisions, if any, for each series
of the New Bonds will be described in the Prospectus Supplement relating
thereto.
MAINTENANCE AND RENEWAL. The Indenture provides that so long as Bonds
of Series I through T are outstanding, the Company is required to expend
during each calendar year an amount equal to at least 2.9% (unless modified
upon application to the Commission) of the average amount of depreciable
property for (1) the construction or acquisition of bondable property on which
the Indenture is a first lien, subject only to permitted encumbrances and
liens and prepaid liens, or (2) the retirement, through purchase or payment of
Bonds issued under the Indenture, or redemption of Bonds issued under the
Indenture that are subject to redemption. The Company may take a credit for
use in subsequent years for the amount of excess expenditures made in any
preceding year or years. If the required expenditures for the foregoing
purposes are not so made, the Company shall deposit with the Trustee cash to
the extent of any deficiency, after deducting (subject to the terms of the
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 Bonds or withdrawn
to the extent of 100% of either net expenditures or excess gross expenditures
for such bondable property.
The Indenture also provides that (a) the Company shall maintain the
mortgaged properties in thorough repair, working order and condition, (b) the
Trustee may, and if requested by holders of a majority in principal amount of
all outstanding 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 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 New Bonds of any series will be secured by the lien of
the Indenture and will rank equally with all Bonds at any time outstanding
under and secured by the Indenture, except as to differences between series
permitted by the Indenture and not affecting the rank of the lien. The
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 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 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
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the 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 BONDS. The Indenture does not fix an overall
limitation on the aggregate principal amount of Bonds of all series that may
be outstanding thereunder. An aggregate of $235,203,000 in principal amount
of Bonds was outstanding under the Indenture on June 30, 1995.
Additional Bonds, of a new or an existing series, may be issued from
time to time under the 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 August 1, 1943,
and on which the Indenture is a first lien, subject only to permitted
encumbrances and liens and prepaid liens, (b) the principal amount of Bonds
previously authenticated under the Indenture and which have been retired or
for the retirement of which the Trustee holds the necessary funds, other than
Bonds made ineligible for the purpose by the terms of the Indenture (which
Bonds so made ineligible include Bonds retired through the operation of the
debt retirement and the maintenance and renewal provisions of the Indenture),
and (c) the amount of money deposited with the Trustee for the purpose, which
money may be applied to the retirement of Bonds or may be withdrawn in lieu of
the authentication of an equivalent principal amount of Bonds under the
Indenture provisions referred to in clauses (a) and (b). Net expenditures for
bondable property are determined as provided in the Indenture. In general,
bondable property, the net expenditures for which are eligible as a basis for
issuance of additional Bonds, means any electric utility plant, property or
equipment owned by the Company on August 1, 1943, 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 Bonds may be authenticated under the Indenture provisions
referred to in clauses (a) and (c) above, and no Bonds bearing a higher rate
of interest than the Bonds for the retirement of which they are to be issued
may be authenticated under the Indenture provisions referred to in clause (b)
above, more than five years before maturity of the 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 Bonds of all series to be outstanding
under the Indenture immediately after such authentication, other than Bonds
for which the Trustee holds the funds necessary for retirement, and (2) all
other indebtedness then secured by a lien equal or prior to the Indenture on
property of the Company, except any of such indebtedness then held in pledge
under such lien or by the 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
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certified in connection with the maintenance and renewal fund under the
Indenture, described under "Maintenance and Renewal" above. Such net earnings
are also subject to any other adjustment required by the Indenture.
Based on the bondable property test described above, which is currently
the most restrictive of the Indenture's issuance tests, and without taking
into account the retirement of any Bonds with the proceeds of the New Bonds,
the Company, as of June 30, 1995, could have issued approximately $28,360,497
principal amount of additional Bonds.
The Company anticipates that the New Bonds will be authenticated under
the Indenture against retired Bonds of prior series, to the extent available,
or against unused net expenditures for bondable property to the extent
permitted in the Indenture. At June 30, 1995, the Company had approximately
$64,284,891 principal amount of previously retired Bonds available for
authentication of additional Bonds and such unused net expenditures aggregated
approximately $47,267,495.
ACQUISITION OF PROPERTY SUBJECT TO A PRIOR LIEN. The 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 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 Trustee.
LIMITATIONS ON DIVIDENDS ON COMMON STOCK. Unless otherwise specified in
a Prospectus Supplement relating to a particular series of New Bonds, the
Supplemental Indenture for each series of New Bonds will not contain
provisions restricting the payment of dividends on Common Stock by the
Company. Dividend restrictions dependent upon earned surplus are binding on
the Company so long as certain prior series of the Company's Bonds are
outstanding. The Indenture provides in effect that, so long as any Bonds of
Series O 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 Bonds" above.
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Because dividend restrictions for prior series require minimum
deductions for maintenance and repairs based on operating revenues, the
Company began several years ago to incur deficiencies which had the effect of
increasing dividend restrictions. The Company therefore obtained an order
from the Commission permitting the payment, out of earned surplus after
December 31, 1978, of dividends not otherwise permitted under the Company's
most restrictive supplemental indentures, by effectively modifying the
required deductions from gross earnings to eliminate those deductions based on
operating revenues. The Commission order requires that any dividend paid out
of amounts that would otherwise be restricted must be limited to net income
earned in the 12 months immediately preceding payment of the dividend.
MODIFICATIONS OF INDENTURE. The 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
Indenture effective only with respect to Bonds authenticated after the
execution of such supplemental indenture and only if such change would not
adversely affect Bonds then outstanding and the making of any other change not
inconsistent with the terms, and which would not impair the security, of the
Indenture. The Indenture also provides that with the consent of the holders
of not less than 66-2/3% in principal amount of Bonds then outstanding that
would be affected thereby, when authorized by a resolution of its Board of
Directors, the Indenture may be amended in any respect, except that without
the consent of the holder of each outstanding 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 of or interest or
premium on any Bond, (ii) permit the creation of any lien ranking prior to or
on a parity with the lien of the Indenture, other than permitted encumbrances
and liens and prepaid liens, (iii) reduce the percentage in principal amount
of 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 Bonds or (v) deprive any non-
assenting bondholders of a lien upon the mortgaged property for the security
of his Bonds.
HIGHLY LEVERAGED TRANSACTIONS. Certain provisions of the Indenture may
provide holders of the New 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:
Security: A description of the first mortgage lien securing the
New Bonds and the limited exceptions from the lien.
Issuance of Additional Bonds: A description of limitations on the
issuance of additional bonds, including 60% of eligible net expenditures
for bondable property, the principal amount of retired bonds, or cash
deposited with the 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 Bonds are still outstanding.
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Modifications of Indenture: An explanation of the circumstances
under which the Indenture may be modified, including amendments
requiring either a 66-2/3% vote of outstanding Bonds or a unanimous
vote.
The 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
Indenture. Any successor to the Company shall assume the obligations of the
Company under the Indenture.
Further, the issuance of debt securities or additional common or
preferred stock, the sale of significant assets, or any disposition of the
Company's stock by its parent, Central and South West Corporation, are
regulated by the Texas Public Utilities Commission or the Securities and
Exchange Commission under the Public Utility Holding Company Act of 1935, as
amended.
DEFAULTS. The Indenture includes as events of default: any default in
payment of principal of any 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 Trustee in the performance of any covenant or condition in the
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 Indenture, and must also give certificates to such effect in
connection with the authentication of additional bonds or withdrawal of cash
under the Indenture. The Trustee is not required to take action with respect
to a default except upon written request of the holders of not less than 25%
in principal amount of outstanding Bonds under the 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 Indenture provides that the Trustee may withhold notice to
bondholders of any default (except in payment of the principal of or interest
on any 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 New Bonds 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.
15
EXPERTS
The 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
giving said reports.
PLAN OF DISTRIBUTION
The Company may sell the New Bonds offered hereby (i) through
competitive bidding; (ii) through negotiation with one or more underwriters;
(iii) through one or more agents designated from time to time; (iv) directly
to purchasers; or (v) any combination of the above. The distribution of the
New Bonds 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 will describe the method of
distribution of the New Bonds of any series.
If an underwriter or underwriters are utilized in the sale, the Company
will execute an underwriting agreement with such underwriters at the time of
sale, and the names of the underwriters of the transaction will be set forth
in the Prospectus Supplement relating to such sale. The New Bonds 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 New Bonds offered in the
Prospectus Supplement if any are purchased.
If any of the New Bonds are sold through an agent or agents designated
by the Company from time to time, the Prospectus Supplement will name any such
agent, set forth any commissions payable by the Company to any such agent and
the obligations of such agent with respect to the New Bonds. Unless otherwise
indicated in the Prospectus Supplement, any such agent will be acting on a
best efforts basis for the period of its appointment.
The New Bonds of any series, when first issued, will have no established
trading market. Any underwriters or agents to or through whom New Bonds are
sold by the Company for public offering and sale may make a market in such New
Bonds, but such underwriters or agents will not be obligated to do so and may
discontinue any market making at any time without notice. No assurance can be
given as to the liquidity of the trading market for any New Bonds.
16
In connection with the sale of the New Bonds, any purchasers,
underwriters or agents may receive compensation from the Company or from
purchasers in the form of concessions or commissions. The underwriters will
be, and any agents and any dealers participating in the distribution of the
New Bonds may be, deemed to be underwriters within the meaning of the
Securities Act of 1933, as amended. The agreement between the Company and any
purchasers, underwriters or agents will contain reciprocal covenants of
indemnity between the Company and the purchasers, underwriters, or agents
against certain liabilities, including liabilities under the Act, and will
provide for contribution by the Company in lieu of its indemnity obligations.
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.
17
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. . . . . . . . . . . . . $ 20,690*
Public Utility Holding Company Act filing fee . . . . . . . . 2,000*
Financial Printing . . . . . . . . . . . . . . . . . . . . . 25,000
Fees and expenses of 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 New Bonds under state
securities or "blue sky" laws . . . . . . . . . . . . . . . 5,000
Expenses of Central and South West Services, Inc.. . . . . . . 5,000
Counsel Fees:
Milbank, Tweed, Hadley & McCloy
New York, New York . . . . . . . . . . . . . . . . . . . 65,000
Wagstaff, Alvis, Stubbeman, Seamster &
Longacre, L.L.P.
Abilene, Texas. . . . . . . . . . . . . . . . . . . . . . 10,000
Miscellaneous and incidental expenses, including
travel, telephone, copying, postage . . . . . . . . . . . . 2,310
--------
Total . . . . . . . . . . . . . . . . . . . . . . . $230,000
========
_______________
* Actual Amount
Item 15. Indemnification of Directors and Officers.
Article 2.02 of the Texas Business 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 directors and officers 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.
18
Item 16. Exhibits.
Exhibit No. Description of Exhibits
1 - Form of Underwriting Agreement (previously filed).
4(a) - Indenture dated August 1, 1943, as amended through July 1,
1973 (incorporated herein by reference to Exhibit 5.05 in
Registration Statement No. 2-60712), the Supplemental
Indentures dated May 1, 1979, November 15, 1981, November 1,
1983, April 15, 1985, August 1, 1985, May 1, 1986, December
1, 1989, June 1, 1992, October 1, 1992, February 1, 1994 and
March 1, 1995 (incorporated herein by reference to Exhibit
2.02 in Registration Statement No. 2-63931, Exhibit 4.02 in
Registration Statement No. 2-74408, Exhibit 12 to Form U-1,
File No. 70-6820, Amended Exhibit 13 to Form U-1, File No.
70-6925, Exhibit 4(b) in Registration Statement No. 2-98843,
Exhibit 4 to Form U-1, File No. 70-7237, Amended Exhibit 3 to
Form U-1, File No. 70-7719, Exhibit 10 to Form U-1, File No.
70-7936, Exhibit 10 to Form U-1, File No. 70-8057, Exhibit 10
to Form U-1, File No. 70-8265 and Exhibit 10(b) to Form U-1,
File No. 70-8057, respectively).
4(b) - Form of Supplemental Indenture providing for the New Bonds
and setting forth the form thereof (previously filed).
5 - Opinion of Milbank, Tweed, Hadley & McCloy, counsel for the
Company, as to the legality of the New Bonds.
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 June 30, 1995
(incorporated herein by reference to Exhibit 12 to the
Company's Quarterly Report on Form 10-Q).
23(a) - Consent of Arthur Andersen LLP.
23(b) - Consent of Milbank, Tweed, Hadley & McCloy (contained in
Exhibit 5 above).
24 - Powers of Attorney (included on signature page of the
Registration Statement) (previously filed)
25(a) - Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of Harris Trust and Savings Bank, as Trustee.
25(b) - Form T-2 Statement of Eligibility under the Trust Indenture
Act of 1939 of J. Bartolini as successor co-Trustee.
26 - Form of Invitation for Competitive Bids (previously filed).
19
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
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 Securities
Exchange Act of 1934 that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in 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.
20
(5) To use its best efforts to distribute prior to the opening of bids
to prospective bidders, underwriters and dealers, a reasonable number of
copies of a prospectus which at that time meets the requirements of Section
10(a) of the Securities Act of 1933, and relating to the securities offered at
competitive bidding, as contained in this registration statement, together
with any supplements thereto.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
21
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 Abilene, State of Texas, on September 21, 1995.
WEST TEXAS UTILITIES COMPANY
By /s/ DENNIS M. SHARKEY
-------------------------------
Dennis M. Sharkey
Vice President-Administration
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to Registration Statement has been signed by the following
persons in the capacities indicated on September 21, 1995.
SIGNATURE TITLE
--------- -----
GLENN FILES* President and Chief Executive Officer
----------------------------- (principal executive officer); Director
Glenn Files
DENNIS M. SHARKEY* Vice President-Administration (principal
----------------------------- financial officer); Director
Dennis M. Sharkey
R. RUSSELL DAVIS* Controller (principal accounting officer)
-----------------------------
R. Russell Davis
PAUL J. BROWER* Vice President - Marketing and Business
----------------------------- Development; Director
Paul J. Brower
DON WELCH* Vice President - Operations and Engineering;
----------------------------- Director
Don Welch
22
SIGNATURE TITLE
--------- -----
T. D. CHURCHWELL*
----------------------------- Executive Vice President; Director
T. D. Churchwell Director
RICHARD F. BACON*
----------------------------- Director
Richard F. Bacon
C. HARWELL BARBER* Director
-----------------------------
C. Harwell Barber
E. R. BROOKS* Director
-----------------------------
E. R. Brooks
HARRY D. MATTISON* Director
-----------------------------
Harry D. Mattison
TOMMY MORRIS* Director
-----------------------------
Tommy Morris
DIAN G. OWEN* Director
-----------------------------
Dian G. Owen
JAMES M. PARKER* Director
-----------------------------
James M. Parker
F. L. STEPHENS* Director
-----------------------------
F. L. Stephens
* /s/ STEPHEN D. WISE
______________________________
Stephen D. Wise
Attorney-in-Fact