63996 Federal Register / Vol. 62, No. 232 / Wednesday, December 3, 1997 / Notices

1CSW also has numerous nonutility subsidiaries,

including CSW Energy, Inc., which develops and

operates independent power and cogeneration

projects; CSW International, Inc., which pursues

investments in energy ventures internationally, and

which, indirectly, owns all the outstanding share

capital of SEEBOARD p.l.c., one of 12 regional

electricity companies in the United Kingdom; CSW

Credit, Inc., which purchases the accounts

receivable of the Operating Companies and certain

non-affiliated electric utilities; CSW

Communications, Inc., which provides

communication services to the Operating

Companies and certain non-affiliates; CSW Leasing,

Inc., which invests in leveraged leases; EnerShop,

Inc., which provides energy management services;

and CSW Services, which performs, at cost, various

accounting, engineering, tax, legal, financial

electronic data processing, centralized economic

dispatching of electric power and other services to

CSW and its subsidiaries.

2As of June 30, 1997 there were 212,235,310

shares of Common Stock outstanding.

3The services of CSW Services, as Rights Agent,

will be provided at cost. CSW expects that such

charges, if any, will be de minimis. As Rights Agent,

CSW Services practically has no active duties

unless the Rights become, if ever, exercisable, at

which time the Rights Agent performs or causes to

be performed services similar to a stock transfer

agent. CSW Services is the transfer agent for the

Common Stock.

4The Purchase price payable, and the number of

shares of Common Stock (or other securities or

property, as the case may be) issuable upon exercise

of the Rights are subject to adjustment from time to

time to prevent dilution. Prior to the date on which

the Rights become exercisable, the Board may make

such equitable adjustments as it deems appropriate

in the circumstances in lieu of any adjustment

otherwise required by the foregoing. No adjustment

in the Purchase Price will be required until the time

at which cumulative adjustments require an

adjustment of at least 1% in the Purchase Price. No

fractional shares of Common Stock will be issued

and, in lieu thereof, a cash payment will be made

based on the market price of the Common Stock on

the last trading day prior to the date of exercise.

Act also provides that the Commission

shall issue an order approving such

substitution if the evidence establishes

that the substitution is consistent with

the protection of investors and the

purposes fairly intended by the policies

and provisions of the 1940 Act.

2. Applicants request an order

pursuant to Section 26(b) of the 1940

Act approving the substitution of the

Replaced Portfolios with the Substitute

Portfolios.

3. The Contracts provide that Fortis

Benefits retains the right to make certain

changes, if, in its judgment, they would

best serve the interests of the Holders or

would be appropriate in carrying out the

purposes of the Contracts. Examples of

the changes Fortis Benefits may make

are to transfer assets in any Subaccount

to another Subaccount, or to one or

more separate accounts, or to add,

combine or remove Subaccounts in the

Variable Account or to substitute, for

the Portfolio shares held in any

Subaccount, the shares of another

Portfolio or the shares of another

investment company or any other

investment permitted by law.

4. Applicants submit that the

proposed substitution will meet the

requirements of Section 26(b) for the

following reasons:

(a) The investment objectives of the

Replaced Portfolios are sufficiently similar to

those of the Substitute Portfolios,

respectively, to be appropriate for

substitution.

(b) The investment performance of the

Substitute Portfolios is comparable or

superior to the investment performance of

the Replaced Funds.

(c) The comparative ratio of expenses to

net assets (following reimbursement) for the

Substitute Portfolios will be no greater than

that of the Replaced Portfolios.

(d) The proposed substitution will result in

the investment of assets, currently in

Portfolios which have not increased to a level

which would make each investment

alternative viable for Holders, into

substantially larger and more stable

underlying Portfolios.

Conclusion

For the reasons stated above,

Applicants submit that the proposed

substitution is consistent with the

protection of investors and the purposes

fairly intended by the policy and the

provisions of the 1940 Act.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–31622 Filed 12–2–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 35–26785]

Filings Under the Public Utility Holding

Company Act of 1935, as Amended

(‘‘Act’’)

November 25, 1997.

Notice is hereby given that the

following filing(s) has/have been made

with the Commission pursuant to

provisions of the Act and rules

promulgated thereunder. All interested

persons are referred to the application(s)

and/or declaration(s) for complete

statements of the proposed

transaction(s) summarized below. The

application(s) and/or declaration(s) and

any amendments thereto is/are available

for public inspection through the

Commission’s Office of Public

Reference.

Interested persons wishing to

comment or request a hearing on the

application(s) and/or declaration(s)

should submit their views in writing by

December 18, 1997, to the Secretary,

Securities and Exchange Commission,

Washington, D.C. 20549, and serve a

copy on the relevant applicant(s) and/or

declarant(s) at the address(es) specified

below. Proof of service (by affidavit or,

in case of an attorney at law, by

certificate) should be filed with request.

Any request for hearing shall identify

specifically the issues of fact or law that

are disputed. A person who so requests

will be notified of any hearing, if

ordered, and will receive a copy of any

notice or order issued in the matter.

After said date, the application(s) and/

or declaration(s), as filed or as amended,

may be granted and/or permitted to

become effective.

Central and South West Corporation, et

al.

[70–9113]

Central and South West Corporation

(‘‘CSW’’), a registered holding company,

1616 Woodall Rodgers Freeway, Dallas,

Texas 75202, and its wholly-owned

service company subsidiary, Central and

South West Services, Inc. (‘‘CSW

Services’’), 212 East 6th Street, Tulsa,

Oklahoma 74119, have filed an

application-declaration under sections

6(a), 7, 9(a), 10, 12(c) and 13(b) of the

Act and rules 42, 54 and 87–91

thereunder.

CSW owns all of the outstanding

shares of common stock of four public

utility subsidiaries (collectively,

‘‘Operating Companies’’): Central Power

and Light Company, Public Service

Company of Oklahoma, Southwestern

Electric Power Company, and West

Texas Utilities Company. Together,

these Operating Companies provide

electric service to approximately 1.7

million customers in a widely

diversified area covering 152,000 square

miles in portions of Arkansas,

Louisiana, Oklahoma and Texas.1

CSW requests authorization to adopt

and implement a stockholder rights plan

(‘‘Rights Plan’’) under which CSW’s

Board of Directors (‘‘Board’’) would

declare a dividend of one right (‘‘Right’’)

for each outstanding share of CSW

Common Stock, par value $3.50 per

share (‘‘Common Stock’’), payable to

stockholders of record on a date to be

established (‘‘Record Date’’).2 The

Rights will be created by and issued

under a rights agreement (‘‘Rights

Agreement’’) to be entered into by CSW

and CSW Services, as Rights Agent.3

The Rights created under the proposed

Rights Agreement would entitle the

holders to purchase one-tenth of a share

of Common Stock at a price of $50 per

whole share of Common Stock, subject

to adjustment (Purchase Price’’).4 This is

equivalent to $5 per one-tenth of one

share of Common Stock. CSW states that
Federal Register / Vol. 62, No. 232 / Wednesday, December 3, 1997 / Notices 63997

5Any of the provisions of the Rights Agreement

may be amended by the Board without the consent

of the holders of the Rights; provided, however, that

on or after the Distribution Date (as defined below),

the Rights Agreement may not be amended in any

manner that would adversely affect the interests of

the holders of the Rights.

6The Rights may be redeemed, as a whole, at a

Redemption Price of $.01 per Right, subject to

adjustment, at the direction of the Board, at any

time prior to the earlier of: (i) 10 days after the first

public announcement that any person has become

an Acquiring Person (as defined below); and (ii) the

date of final expiration of the Rights. The Rights

will expire on the tenth anniversary of the Record

Date, unless earlier redeemed or exchanged by

CSW.

7At any time after any person or group shall have

become an Acquiring Person and before any person

(other than CSW and certain related entities),

together with its affiliates and associates, shall have

become the beneficial owner of 50% or more of the

outstanding shares of Common Stock, the Board

may direct the exchange of shares of Common Stock

for all or any part of the Rights (other than Rights

of an Acquiring Person which become void) at the

exchange rate of one share of Common Stock per

Right, subject to adjustment.

the Purchase Price represents the

Board’s estimation of the long-term

value of the Common Stock. The Board

has adopted and approved the Rights

Agreement subject to the receipt of an

appropriate order from the Commission

in this filing. Upon receipt of such an

order, the Rights will be distributed as

a dividend to the holders of CSW’s

outstanding shares of Common Stock.5

Initially, the Rights would not be

exercisable and would trade as an

integral part of the outstanding shares of

Common Stock. Subject to certain rights

of CSW to redeem 6 or exchange shares

of Common Stock for 7 the Rights, the

Rights would become exercisable (i.e.,

Common Stock could be purchased at

the Purchase Price pursuant to the

Rights) and Rights Certificates

representing the Rights would be

distributed and would trade

independently of the outstanding shares

of Common Stock upon the occurrence

of the following triggering events

(‘‘Triggering Events’’): the earlier to

occur of (i) 10 days after the first public

announcement that any person or group

(‘‘Acquiring Person’’) has acquired

beneficial ownership of 15% or more of

CSW’s outstanding Common Stock

(‘‘Acquisition Event’’) and (ii) 10

business days (unless extended by the

Board of Directors) after any person or

group has commenced a tender or

exchange offer which would, upon its

consummation, result in such person or

group becoming an Acquiring Person

(‘‘Offer Event’’) (the earlier of (i) and (ii)

is hereafter referred to as the

‘‘Distribution Date’’).

When the Triggering Event is an

Acquisition Event, the holders of the

Rights (other than an Acquiring Person

and certain transferees thereof whose

Rights will become void) would

immediately have the right to receive,

for each Right exercised, Common Stock

having a market value equal to two

times the Purchase Price then in effect

(‘‘Discount Purchase Right’’). When the

Triggering Event is an Offer Event, the

holders of the Rights (other than an

Acquiring Person and certain transferees

thereof whose Rights will become void)

would be entitled to the Discount

Purchase Right once a person or group

commencing the tender or exchange

offer becomes an Acquiring Person.

In the event that, on or after the

Distribution Date: (i) CSW is acquired

by another person or entity not

controlled by CSW (‘‘Acquiror’’) in a

merger or other business combination

transaction in which CSW Common

Stock is exchanged for securities or

other property; or (ii) 50% or more of

CSW’s consolidated assets or earnings

power is sold or transferred to an

Acquiror, each holder of a Right (except

Rights which previously have been

voided as discussed above) will

thereafter be entitled to receive, for each

Right exercised, common stock of the

Acquiror having a market value equal to

two times the Purchase Price then in

effect.

CSW states that the proposed Rights

Plan is intended to deter hostile

takeover attempts and/or attempts to

acquire CSW in a manner or on terms

which the Board determines are not in

the best interests of all stockholders by

enabling the Board to provide CSW

stockholders with adequate time to

assess properly a takeover bid without

undue pressure. The Rights Plan is also

intended to confront a potential

acquiror with the possibility that the

exercise of Rights by stockholders will

substantially increase the number of

shares of Common Stock outstanding

and therefore the cost of acquiring

control of CSW. CSW states that the

Rights Plan will operate to maximize

and preserve the value of CSW for its

stockholders, in the event of an

attempted hostile or unwanted takeover,

but is not designed to prevent a proxy

contest to replace members of the Board

or frustrate a fair offer for the entire

company which is in the best interests

of stockholders.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–31618 Filed 12–2–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 35–26784]

Filings Under the Public Utility Holding

Company Act of 1935, as Amended

(‘‘Act’’)

November 24, 1997.

Notice is hereby given that the

following filing(s) has/have been made

with the Commission pursuant to

provisions of the Act and rules

promulgated thereunder. All interested

persons are referred to the application(s)

and/or declaration(s) for complete

statements of the proposed

transaction(s) summarized below. The

application(s) and/or declaration(s) and

any amendments thereto is/are available

for public inspection through the

Commission’s Office of Public

Reference.

Interested persons wishing to

comment or request a hearing on the

application(s) and/or declaration(s)

should submit their views in writing by

December 18, 1997, to the Secretary,

Securities and Exchange Commission,

Washington, DC 20549, and serve a

copy on the relevant applicant(s) and/or

declarant(s) at the address(es) specified

below. Proof of service (by affidavit or,

in case of an attorney at law, by

certificate) should be filed with the

request. Any request for hearing shall

identify specifically the issues of fact or

law that are disputed. A person who so

requests will be notified of any hearing,

if ordered, and will receive a copy of

any notice or order issued in the matter.

After said date, the application(s) and/

or declaration(s), as filed or as amended,

may be granted and/or permitted to

become effective.

Central Power and Light Co.

[70–8597]

Central Power and Light company

(‘‘CPL’’), 539 North Carancahua Street,

Corpus Christi, Texas, 78401, a wholly

owned electric utility subsidiary

company of Central and South West

Corporation, a registered public utility

holding company, has filed a posteffective amendment, under sections

6(a), 7, 9(a) and 10 of the Act and rule

54 under the Act, to an applicationdeclaration filed under sections 6(a), 7,

9(a), 10, 12(c) and 12(d) of the Act and

rules 44 and 51 under the Act.

By orders dated June 15, 1995 (HCAR

No. 26309), July 26, 1995 (HCAR No.

26339), and August 28, 1996 (HCAR No.

26565) (‘‘Orders’’), CPL was authorized

to incur obligations, through December

31, 1997, in connection with the

issuance by the Matagorda County