SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(X) ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ________ TO __________
COMMISSION FILE NO. 2-70746
CENTRAL AND SOUTH WEST CORPORATION
RETIREMENT SAVINGS PLAN
(FULL TITLE OF THE PLAN)
CENTRAL AND SOUTH WEST CORPORATION
1616 WOODALL RODGERS FREEWAY, DALLAS, TEXAS 75202-1234
(NAME AND ADDRESS OF THE ISSUER OF THE SECURITIES HELD PURSUANT TO THE
PLAN.)
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Central and South West System
Benefits Advisory Committee:
We have audited the accompanying statements of net assets available for benefits
of the Central and South West Corporation Retirement Savings Plan ( "the Plan")
as of December 31, 1997 and 1996, and the related statements of changes in net
assets available for benefits for each of the three years ended December 31,
1997. These financial statements, and the schedules referred to below, are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements and schedules based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Plan's management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1997, and 1996, and the changes in its net assets available for
benefits for each of the three years ended December 31, 1997, in conformity with
generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedules of assets held for
investment purposes and reportable transactions are presented for the purposes
of additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The fund information in the statements
of net assets available for benefits and the statements of changes in net assets
available for benefits is presented for purposes of additional analysis rather
than to present the net assets available for plan benefits and changes in net
assets available for plan benefits of each fund. The supplemental schedules and
fund information have been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial statements taken as
a whole.
ARTHUR ANDERSEN LLP
Dallas, Texas,
June 20, 1998
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<TABLE>
<CAPTION>
CENTRAL AND SOUTH WEST CORPORATION RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1997
(IN THOUSANDS)
FIXED CSW ASSET CAPITAL GROWTH AND
INCOME CORPORATION ALLOCATION APPRECIATION INCOME LOAN
FUND STOCK FUND FUND FUND FUND FUND TOTAL
---------- ---------- ----------- ---------- --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS
Investment Contracts,
at contract value $ 4,873 $ - $ - $ - $ - $ - $ 4,873
Common stock, 11,022 shares,
at market value (cost of $207,616) - 298,295 - - - - 298,295
Mutual funds and Common/Collective
trusts, at market value 149,023 - 22,533 68,927 84,314 - 324,797
Fixed income temporary investments,
at market value 4,453 2,549 - - - - 7,002
Loans to participants - - - - - 30,903 30,903
---------- ---------- ----------- ---------- --------- --------- ----------
158,349 300,844 22,533 68,927 84,314 30,903 665,870
---------- ---------- ----------- ---------- --------- --------- ----------
CURRENT ASSETS
Accounts receivable
Participants 176 323 50 187 222 - 958
Employer 102 176 25 93 110 - 506
Sales pending settlement 76 - - - - - 76
Accrued interest 1,115 21 - - - - 1,136
---------- ---------- ----------- ---------- --------- --------- ----------
1,469 520 75 280 332 - 2,676
---------- ---------- ----------- ---------- --------- --------- ----------
Total Assets 159,818 301,364 22,608 69,207 84,646 30,903 668,546
---------- ---------- ----------- ---------- --------- --------- ----------
LIABILITIES
Accrued expenses 16 95 2 6 7 - 126
---------- ---------- ----------- ---------- --------- --------- ----------
Total Liabilities 16 95 2 6 7 126
---------- ---------- ----------- ---------- --------- --------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $ 159,802 $ 301,269 $ 22,606 $ 69,201 $ 84,639 $ 30,903 $ 668,420
========== ========== =========== ========== ========= ========= ==========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT.
</TABLE>
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<TABLE>
<CAPTION>
CENTRAL AND SOUTH WEST CORPORATION RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1996
(IN THOUSANDS)
FIXED CSW ASSET CAPITAL GROWTH AND
INCOME CORPORATION ALLOCATION APPRECIATION INCOME LOAN
FUND STOCK FUND FUND FUND FUND FUND TOTAL
---------- --------- --------- ---------- --------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS
Investment Contracts,
at contract value $ 7,091 $ - $ - $ - $ - $ - $ 7,091
Common stock, 10,917 shares,
at market value (cost of $165,547) - 279,744 - - - - 279,744
Mutual funds and Common/Collective
trusts, at market value 150,948 - 16,070 53,273 52,322 - 272,613
Fixed income temporary investments,
at market value 6,133 3,381 - - 9,514
Loans to participants - - - - - 30,609 30,609
---------- ---------- ---------- ----------- ---------- --------- -----------
164,172 283,125 16,070 53,273 52,322 30,609 599,571
---------- ---------- ---------- ----------- ---------- --------- -----------
CURRENT ASSETS
Accounts receivable
Participants 173 373 30 135 118 - 829
Employer 83 179 13 57 50 - 382
Accrued interest 772 6 - - - - 778
---------- ---------- ---------- ----------- ---------- --------- -----------
1,028 558 43 192 168 - 1,989
---------- ---------- ---------- ----------- ---------- --------- -----------
Total Assets 165,200 283,683 16,113 53,465 52,490 30,609 601,560
---------- ---------- ---------- ----------- ---------- --------- -----------
LIABILITIES
Purchases pending settlement - - - 1 - - 1
Accrued expenses 25 45 2 4 5 - 81
---------- ---------- ---------- ----------- ---------- --------- -----------
Total Liabilities 25 45 2 5 5 82
---------- ---------- ---------- ----------- ---------- --------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 165,175 $ 283,638 $ 16,111 $ 53,460 $ 52,485 $ 30,609 $ 601,478
========== ========== ========== =========== ========== ========= ===========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT.
</TABLE>
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<TABLE>
<CAPTION>
CENTRAL AND SOUTH WEST CORPORATION RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS)
FIXED CSW ASSET CAPITAL GROWTH AND
INCOME CORPORATION ALLOCATION APPRECIATION INCOME LOAN
FUND STOCK FUND FUND FUND FUND FUND TOTAL
--------- ------------- ---------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF CHANGES
IN NET ASSETS
Balance, beginning of year $ 165,175 $ 283,638 $ 16,111 $ 53,460 $ 52,485 $ 30,609 $ 601,478
---------- ---------- ---------- ------------ ------------ ------------ ------------
ADDITIONS
Contributions
Participants 4,644 8,571 1,091 4,268 4,739 - 23,313
Employers 2,356 4,114 474 1,851 2,095 - 10,890
Net earnings 7,061 32,562 2,921 11,035 17,349 2,740 73,668
---------- ---------- ---------- ------------ ------------ ------------ ------------
Total additions 14,061 45,247 4,486 17,154 24,183 2,740 107,871
---------- ---------- ---------- ------------ ------------ ------------ ------------
Interfund transfers (4,967) (10,089) 3,200 1,654 11,692 (1,490) -
DEDUCTIONS
Cash distributions 14,467 11,964 1,191 3,067 3,721 956 35,366
Distribution of securities - 5,563 - - - - 5,563
---------- ---------- ---------- ------------ ------------ ------------ ------------
Total distributions 14,467 17,527 1,191 3,067 3,721 956 40,929
---------- ---------- ---------- ------------ ------------ ------------ ------------
BALANCE, END OF YEAR $ 159,802 $ 301,269 $ 22,606 $ 69,201 $ 84,639 $ 30,903 $ 668,420
========== ========== ========== ============ ============ ============ ============
DETAIL OF NET EARNINGS
Dividends $ - $ 18,657 $ 1,252 $ 10,555 $ 8,284 $ - $ 38,748
Interest income 7,393 144 - - - - 7,537
Interest income on loans - - - - - 2,740 2,740
Realized loss on common stock - (380) - - - - (380)
Realized gain/(loss) on sales
of investments (3,382) (7,673) 26 2,295 5,075 - (3,659)
Current year unrealized
appreciation(depreciation) 3,533 22,257 1,670 (1,728) 4,088 - 29,820
Expenses (483) (443) (27) (87) (98) - (1,138)
---------- ---------- ---------- ------------ ------------ ------------ ------------
Net earnings $ 7,061 $ 32,562 $ 2,921 $ 11,035 $ 17,349 $ 2,740 $ 73,668
========== ========== ========== ============ ============ ============ ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT.
</TABLE>
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<TABLE>
<CAPTION>
CENTRAL AND SOUTH WEST CORPORATION RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS)
FIXED CSW ASSET CAPITAL GROWTH AND
INCOME CORPORATION ALLOCATION APPRECIATION INCOME LOAN
FUND STOCK FUND FUND FUND FUND FUND TOTAL
---------- ------------- ----------- ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF CHANGES
IN NET ASSETS
Balance, beginning of year $ 166,121 $ 314,788 $ 12,092 $ 38,511 $ 33,428 $ 28,825 $ 593,765
---------- ----------- ----------- ------------ ------------ ---------- ------------
ADDITIONS
Contributions
Participants 4,688 10,710 739 3,370 2,727 - 22,234
Employers 2,156 4,649 280 1,265 1,049 - 9,399
Net earnings/(loss) 7,869 (4,884) 1,994 6,825 7,845 2,626 22,275
---------- ----------- ----------- ------------ ------------ ---------- ------------
Total additions 14,713 10,475 3,013 11,460 11,621 2,626 53,908
---------- ----------- ----------- ------------ ------------ ---------- ------------
Interfund transfers (1,198) (17,358) 2,047 5,753 10,318 438 -
DEDUCTIONS
Cash distributions 14,461 18,561 1,041 2,264 2,882 1,280 40,489
Distribution of securities - 5,706 - - - - 5,706
---------- ----------- ----------- ------------ ------------ ---------- ------------
Total distributions 14,461 24,267 1,041 2,264 2,882 1,280 46,195
---------- ----------- ----------- ------------ ------------ ---------- ------------
BALANCE, END OF YEAR $ 165,175 $ 283,638 $ 16,111 $ 53,460 $ 52,485 $ 30,609 $ 601,478
========== =========== =========== ============ ============ ========== ============
DETAIL OF NET EARNINGS
Dividends $ - $ 19,250 $ 919 $ 3,480 $ 3,745 $ - $ 27,394
Interest income 7,342 148 - - - - 7,490
Interest income on loans - - - - - 2,626 2,626
Realized loss on common stock - (7) - - - - (7)
Realized gain/(loss) on sales
of investments (1,672) (379) (13) 640 1,269 - (155)
Current year unrealized
appreciation(depreciation) 2,748 (23,403) 1,108 2,774 2,891 - (13,882)
Expenses (549) (493) (20) (69) (60) - (1,191)
---------- ----------- ----------- ------------ ------------ ---------- ------------
Net earnings/(loss) $ 7,869 $ (4,884) $ 1,994 $ 6,825 $ 7,845 $ 2,626 $ 22,275
========== =========== =========== ============ ============ ========== ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT.
</TABLE>
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<TABLE>
<CAPTION>
CENTRAL AND SOUTH WEST CORPORATION RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1995
(IN THOUSANDS)
FIXED CSW ASSET CAPITAL GROWTH AND
INCOME CORPORATION ALLOCATION APPRECIATION INCOME LOAN
FUND STOCK FUND FUND FUND FUND FUND TOTAL
----------- ----------- ------------ ------------ ------------ ------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF CHANGES
IN NET ASSETS
Balance, beginning of year $ 158,268 $ 248,403 $ 9,203 $ 26,647 $ 21,596 $ 22,648 $ 486,765
----------- ----------- ----------- ------------ ------------ ------------ ---------
ADDITIONS
Contributions
Participants 5,358 12,055 692 2,891 2,134 - 23,130
Employers 2,384 5,095 269 1,095 825 - 9,668
Net earnings 11,934 76,390 1,872 7,706 7,472 2,155 107,529
----------- ----------- ----------- ------------ ------------ ------------ ---------
Total additions 19,676 93,540 2,833 11,692 10,431 2,155 140,327
----------- ----------- ----------- ------------ ------------ ------------ ---------
Interfund transfers 550 (10,494) 466 1,114 2,476 5,888 -
DEDUCTIONS
Cash distributions 12,373 11,749 410 942 1,075 1,866 28,415
Distribution of securities - 4,912 - - - - 4,912
----------- ----------- ----------- ------------ ------------ ------------ ---------
Total distributions 12,373 16,661 410 942 1,075 1,866 33,327
----------- ----------- ----------- ------------ ------------ ------------ ---------
BALANCE, END OF YEAR $ 166,121 $ 314,788 $ 12,092 $ 38,511 $ 33,428 $ 28,825 $ 593,765
=========== =========== =========== ============ ============ ============ =========
DETAIL OF NET EARNINGS
Dividends $ - $ 18,858 $ 738 $ 1,503 $ 1,918 $ - $ 23,017
Interest income 6,888 220 - - - - 7,108
Interest income on loans - - - - - 2,155 2,155
Realized gain on common stock - 541 - - - - 541
Realized gain on sales
of investments 3,037 941 164 2,602 959 - 7,703
Current year unrealized
appreciation 2,437 56,206 984 3,643 4,628 - 67,898
Expenses (428) (376) (14) (42) (33) - (893)
----------- ----------- ----------- ------------ ------------ ------------ ---------
Net earnings $ 11,934 $ 76,390 $ 1,872 $ 7,706 $ 7,472 $ 2,155 $ 107,529
=========== =========== =========== ============ ============ ============ =========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT.
</TABLE>
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(1) DESCRIPTION OF THE PLAN
The Central and South West Corporation (the Corporation) Employees' Thrift
Plan (Thrift Plan) , a defined contribution plan, was adopted by the Corporation
effective December 22, 1959, and was renamed "Central and South West Corporation
Thrift Plus" (Thrift Plus), effective January 1, 1991. It was renamed "Central
and South West Corporation Retirement Savings Plan" (the Plan), effective July
1, 1997. The following Central and South West System companies are participating
employers in the Plan:
Central Power and Light Company (CPL)
Public Service Company of Oklahoma (PSO)
Southwestern Electric Power Company (SWEPCO)
West Texas Utilities Company (WTU)
Central and South West Services, Inc. (CSWS)
Central and South West Energy (CSWE)
CSW Energy Services, Inc.
C3 Communications, Inc.
CSW ChoiceCom
EnerShopSM, Inc.
The following description of the Plan provides only general information.
Participants should refer to the Plan document for a more complete description
of the Plan provisions.
ADMINISTRATION
The Plan is administered by the Corporation's plan administrator as
directed by the Benefits Advisory Committee. The Benefits Advisory Committee
consists of the Chairman, President and Chief Executive Officer; Executive Vice
President, President and Chief Executive Officer, CSW Enterprises; Executive
Vice President, President and Chief Executive Officer, CSW Electric; Senior Vice
President and Chief Financial Officer; Senior Vice President and General
Counsel; and the President and Chief Executive Officers of CPL, PSO, SWEPCO,
WTU, and other persons the Chief Executive Officer of the Corporation may
appoint. The Plan assets are managed by the Investment Policy Committee and
Investment Committee. The Investment Policy Committee is comprised of the
Chairman, and Chief Executive Officer; President and Chief Operating Officer;
Executive Vice President and General Counsel; Executive Vice President and Chief
Financial Officer; Vice President, Customer Relations and Corporate Development;
Senior Vice President, Electric Operations; and Senior Vice President External
Affairs. The Investment Committee is comprised of the Senior Vice President and
Chief Financial Officer; Treasurer; Controller; Vice President, Customer
Relations and Corporate Development; Vice President Associate General Counsel
and Corporate Secretary; Vice President Human Resources; and Director of Trusts
and Investments of the Corporation. No member of these Committees may receive
any compensation for their services in that capacity.
The Plan assets are held in a tax exempt trust at Mellon Trust. Mellon Trust
serves as trustee for the Plan.
PARTICIPATION
Any full time employee of the participating employers is eligible to become
a voluntary participant once they have completed 1 hour of service. Any
<PAGE>
part-time employee is eligible to become a voluntary participant once they have
completed 1 year of service. At December 31, 1997 and 1996, there were 8,167 and
8,250 participants in the Plan respectively.
PARTICIPANTS' AND EMPLOYERS' CONTRIBUTIONS
Generally, eligible employees electing to participate in the Plan may make
contributions in 1% increments up to 15% of their salary. The employers
contribute an amount equal to 75% of the participant's elective deferrals to a
maximum of 6% of the participants compensation, subject to certain limitations.
Participants can elect to place their deposits and employer contributions in a
Fixed Income Fund, CSW Corporation Stock Fund, Asset Allocation Fund, Capital
Appreciation Fund, or Growth and Income Fund. All contributions are deposited to
the trust after each pay period. The Tax Reform Act of 1986 restricts the amount
that certain participants who are deemed highly compensated may contribute to
the Plan. Participants are allowed to change investment elections, change
contribution percentages, or move existing fund balances on a daily basis.
Forfeitures of the employers' contributions resulting from termination of
participation in the Plan without a fully vested interest are used by the
employers to reduce their future contributions. Forfeitures are reinstated if
the participant is re-employed by the employer and returns to the Plan within
five years. The amount of forfeitures for the years ended December 31,
1997,1996, and 1995 were $60,586, $57,345, and $30,250, respectively.
Net contributions made by the employers and the participating employees to
the Plan for the years ended December 31, 1997, 1996, and 1995, were
approximately $34,200,000, $31,600,000, and $32,800,000, respectively.
VESTING
Participants are immediately vested in their own contributions, both pre-tax
and after-tax, plus any actual earnings thereon. Vesting in the employer
matching contributions and the investment earnings thereon results when one of
the following events occurs: (i) completion of five years of service with a
participating employer; (ii) termination of employment after reaching age 55;
(iii) disability; or (iv) death.
DISTRIBUTIONS AND WITHDRAWALS
A participant's account shall be distributed at the option of the
participant, to the participant or the participant's designated beneficiary,
upon termination of employment or death. In the event of termination of a
participant's employment before reaching age 55, other than by death, there
shall be available to the participant for distribution (i) in the case of a
participant who had completed five years of service, the entire balance of the
participant's account, whether attributable to the participant's or the
employer's contributions; or (ii) in the case of a participant who has not
fulfilled this requirement, only the balance of the Plan account attributable to
the participant's own contributions and the earnings thereon.
A participant may make withdrawals at any time from any remaining
contributions previously made, but not exceeding the entire balance in the
account. Participants may elect to receive the funds either by lump sum, equal
to market value at time of withdrawal, or an actuarialy determined annuity
payment, or by rolling the funds into another qualified Plan of the
participant's choice. Employer contributions credited to a participating
employee's account and the earnings thereon may not be withdrawn by or paid to
the employee except upon termination as described above or unless the employee
has attained the age of 59 1/2.
<PAGE>
PLAN AMENDMENTS
The Plan was restated effective July 1, 1997. The restated Plan Document
incorporates all prior amendments as well as the following enhancements: (i) The
name of the plan was changed from Thrift Plus to The Retirement Savings Plan.
(ii) An employee of a participating employer becomes eligible to participate
after completing one hour of service instead of one year of service. The
twenty-one years of age eligibility requirement was eliminated. (ii) A
participant may now contribute up to 15% of his/her total compensation on a
pre-tax or after-tax basis, instead of 12%. (iii) The employer will now
contribute matching contributions of 75% of elective deferrals up to the first
6% of total compensation contributed by any participant, instead of 50% of base
pay for participants with less than twenty years of service and 75% for those
participants with twenty or more years of service. Total compensation is the sum
of base pay, overtime, commissions, bonuses, awards and shift differential.
(2) SUMMARY OF ACCOUNTING POLICIES
BASIS OF ACCOUNTING
These financial statements are prepared on the accrual basis of accounting.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
STOCK PURCHASES
Shares of CSW Corporation stock for the Plan are purchased in the open
market, by private purchase from the Corporation, by matching purchases and
sales directed by two or more of the Plan participants (or their beneficiaries)
or otherwise, as the Plan trustee, Mellon Bank, may determine. The trustee, at
its discretion, may time the execution of purchase orders for the purpose of
limiting or spreading daily volume of purchases, as it shall deem in the best
interest of the participants.
EXPENSES
The administrative expenses and trustee fees are paid by the Plan and not
by the participating employers. In 1997, 1996, and 1995, these expenses were
$1,138,000, $1,191,000, and $893,000, respectively.
HOLDING ACCOUNT
To expedite processing in the daily valuation environment, a holding
account was established within the Plan to facilitate the daily transfer
activity associated with the Plan such as contributions, distributions, and
forfeitures. At December 31, 1997 and 1996 there was approximately $913,000 and
$2.1 million in the account which represents the following items: $243,000 and
$1.6 million attributable to outstanding participant distributions, $259,000 and
$200,000 of short-term earnings of the account, $249,000 and $200,000 of other
miscellaneous items, and $162,000 and $100,000 of forfeitures not yet used to
offset participating employer's contributions. There were no contributions
<PAGE>
remaining in the holding account at December 31, 1997 and 1996 that had not been
applied to participants' balances.
FEDERAL INCOME TAXES
The Internal Revenue Service has determined and informed the Corporation by
a letter dated October 26, 1994 that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code (IRC). The Plan
has been amended since receiving the letter. However, the Plan administrator and
legal counsel believe that the Plan is currently designed and being operated in
compliance with the applicable requirements of the IRC.
(3) TERMINATION OF PARTICIPATING EMPLOYER
Effective June 6, 1996 Central and South West Corporation sold Transok Inc.,
a participating employer, to Tejas Gas Corporation. Active participation in
Thrift Plus ended on this date for all plan participants employed by Transok. On
that date all participants employed by Transok, Inc. became 100% vested in their
balances. Transok employees will be able to leave their current balances in the
Plan if they so desire, however, they will no longer be allowed to make any
future contributions to the Plan. The Plan sponsor does not anticipate any
adverse or material effects to the Plan due to this sale.
(4) INVESTMENT OPTIONS
The investments of the Plan are stated at market value as determined by quoted
market prices. Amounts due from insurance companies under guaranteed investment
contracts are stated at values pursuant to the contracts which approximates fair
value.
A brief description of each of the funds is as follows:
FIXED INCOME FUND
Amounts allotted to this fund are invested in fixed income securities such
as guaranteed investment contracts, temporary cash investments, government
obligations and other fixed income securities that have been selected by the
Investment Committee.
In 1990, the Plan entered into a guaranteed investment contract with The
Travelers Insurance Company (The Travelers). In accordance with the terms of
this contract, approximately $2.5 million of principal matured in 1997 and 1996
and has been reinvested in various other fixed income investments. The
guaranteed investment contract had average yields of 5.93% and 6.48% at December
31, 1997 and 1996, respectively. The crediting interest rate for the investment
contract is included in the financial statements at contract value, which
approximates fair value, as reported by The Travelers. Contract value represents
contributions made under the contract, plus earnings, less any contract
administration charges. There has not been any valuation reserve established
against the contract value of the guaranteed investment contract.
At December 31, 1997 and 1996, there were 4,840 and 5,338 participants
respectively, with investments of varying portions in this fund.
<PAGE>
CSW CORPORATION STOCK FUND
This fund invests in CSW Corporation common stock. CSW Corporation common
stock held by the fund at December 31, 1997, was approximately 11,022,400
shares. The share price of CSW Corporation common stock at December 31, 1997,
1996, and 1995 was $27.0625, $25.625, and $27.875, respectively. In 1994, the
fund enrolled in the CSW PowerShareSM Dividend Reinvestment and Stock Purchase
Plan with the intention of reducing the administrative expenses of the Plan
associated with the payment of dividends.
At December 31, 1997 and 1996, there were 6,613 and 7,035 participants
respectively, with investments of varying portions in this fund.
ASSET ALLOCATION FUND
This fund invests in equity mutual funds and a fixed income corporate bond
fund. The allocation between the equity mutual funds and fixed income corporate
bond fund may be shifted from time to time based on the attractiveness of the
stock market.
CAPITAL APPRECIATION FUND
This fund invests in mutual funds that have a goal of long-term growth with
no emphasis on current income. The mutual funds purchase stocks of rapidly
growing companies or companies with the potential for exceptional growth.
At December 31, 1997 and 1996, there were 3,731 and 3,226 participants
respectively, with investments of varying portions in this fund.
GROWTH AND INCOME FUND
This fund invests in mutual funds whose goal is both growth and current
income. These mutual funds purchase stocks of growing companies as well as those
whose share price has increased while paying steady dividends.
At December 31, 1997 and 1996, there were 3,890 and 3,013 participants
respectively, with investments of varying portions in this fund.
At December 31, 1997 and 1996, there were 1,735 and 1,321 participants
respectively, with investments of varying portions in this fund.
LOAN FUND
Participants may borrow from their account balances a minimum of $500 to a
maximum equal to the lesser of (1) 50% of a participant's vested account balance
or (2) $50,000. Each loan to a participant is evidenced by a written promissory
note held by the employer.
Loans to participants are taken from their contributions by an account
hierarchy that has been established to provide the employee with the most
beneficial tax treatment and are taken from the investment funds in proportion
to the existing fund balances at the time of the request. Repayment terms vary
from one to five years for general purpose loans and one to fifteen years for
home loans. The interest rate for loans is set periodically by the Corporation
and is fixed for the term of the loan. The average rate in 1997, 1996, and 1995
were 9.4375%, 9.3125% and 9.8125% respectively. Payments of principal and
interest are credited to each investment fund based on the employee's investment
election at the time of repayment.
<PAGE>
(5) INVESTMENTS
The fair market values of individual assets that represent 5% or more of the
Plan net assets as of December 31, 1997 and 1996, are as follows (in thousands):
1997:
Central and South West Corporation Common Stock $298,295
Loan Fund - Participant Loans Outstanding 30,903
1996:
Central and South West Corporation Common Stock $279,744
Loan Fund - Participant Loans Outstanding 30,609
(6) RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per
the financial statements to the Form 5500 (in thousands):
December 31,
1997 1996
Net assets available for benefits,
per the financial statements $668,420 $601,478
Amounts allocated to withdrawing participants (1,396) (1,427)
-------- --------
Net assets available for benefits,
per the Form 5500 $667,024 $600,051
======== ========
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500 (in thousands):
Year Ended
DECEMBER 31, 1997
Benefits paid per the financial statements $40,929
Amounts allocated to withdrawing participants,
at December 31, 1997 1,396
Amounts allocated to withdrawing participants,
at December 31, 1996 (1,427)
--------
Benefits paid to participants per the Form 5500 $ 40,898
========
Amounts allocated to withdrawing participants are recorded on the Form 5500
for benefit claims that have been processed and approved for payment prior to
December 31 but not yet paid as of that date.
(7) PLAN TERMINATION
Although it has not expressed any intent to do so, the Corporation has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
termination of the Plan, participants will become 100 percent vested in their
accounts.
<PAGE>
(8) PROPOSED AEP MERGER
In December 1997, CSW and American Electric Power Company, Inc. (AEP)
entered into a definitive merger agreement for a tax-free, stock for stock
transaction with AEP being the surviving corporation. The transaction is subject
to the approval of various state and federal regulatory agencies. The
shareholders of CSW have approved the AEP Merger and the shareholders of AEP
have approved the issuance of shares of AEP common stock pursuant to the AEP
Merger Agreement and will amend AEP's certificate of incorporation to increase
the number of authorized shares of AEP common stock from 300 million shares to
600 million shares.
The proposed AEP Merger, with a targeted completion date in the first half
of 1999, is expected to be accounted for as a pooling of interests.
Upon completion of the AEP Merger, CSW common stockholders will receive 0.6
shares of AEP common stock for each share of CSW common stock. At that time CSW
common stockholders will own approximately 40% of the outstanding common stock
of AEP. The transaction must satisfy many conditions, some of which may not be
waived by the parties. There can be no assurance that the AEP Merger will be
consummated.
<PAGE>
(9) REALIZED AND UNREALIZED APPRECIATION/(DEPRECIATION)
In accordance with Department of Labor regulations, the method of
calculating realized and unrealized appreciation/(depreciation) for financial
reporting purposes is based on the value of the assets at the beginning of the
Plan year or at the time of purchase during the year (revalued cost).
NET REALIZED GAIN/(LOSS) ON DISPOSITION OF INVESTMENTS
The following sets forth the realized gains and losses of the Plan
investments for the years ended December 31, 1997, 1996 and 1995:
1997
- -------------------------------------------------------------------------------
(in thousands)
<TABLE>
<CAPTION>
Fixed CSW Asset Capital Growth and
Income Corporation Allocation Appreciation Income
Fund Stock Fund Fund Fund Fund
------- ------------ ----------- ------------ --------------
<S> <C> <C> <C> <C> <C>
Proceeds from disposition $171,387 $ 49,325 $ 7,460 $ 21,365 $ 34,807
Revalued cost 174,769 57,378 7,434 19,070 29,732
------- ------------ ----------- ------------ --------------
Net realized gain/(loss) $ (3,382) $ (8,053) $ 26 $ 2,295 $ 5,075
======= ============ =========== ============ ==============
</TABLE>
1996
- --------------------------------------------------------------------------------
(in thousands)
<TABLE>
<CAPTION>
Fixed CSW Asset Capital Growth and
Income Corporation Allocation Appreciation Income
Fund Stock Fund Fund Fund Fund
------- ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Proceeds from disposition $144,493 $ 41,408 $ 3,001 $ 12,453 $ 14,653
Revalued cost 146,165 41,794 3,014 11,813 13,384
------- ---------- ----------- ------------ ------------
Net realized gain/(loss) $ (1,672) $ (386) $ (13) $ 640 $ 1,269
======= ========== =========== ============ ============
</TABLE>
1995
- -------------------------------------------------------------------------------
(in thousands)
<TABLE>
<CAPTION>
Fixed CSW Asset Capital Growth and
Income Corporation Allocation Appreciation Income
Fund Stock Fund Fund Fund Fund
------- ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Proceeds from disposition $141,789 $ 11,636 $ 3,420 $ 17,805 $ 5,185
Revalued cost 138,752 10,154 3,256 15,203 4,226
-------- ------------ ----------- ------------ ------------
Net realized gain $ 3,037 $ 1,482 $ 164 $ 2,602 $ 959
======== ============ =========== ============ ============
</TABLE>
<PAGE>
UNREALIZED APPRECIATION/(DEPRECIATION) ON INVESTMENTS
The following sets forth the fair market value, revalued cost and current
year unrealized appreciation/(depreciation) of the Plan investments for the
years ended December 31, 1997, 1996 and 1995:
1997
- -------------------------------------------------------------------------------
(in thousands)
<TABLE>
<CAPTION>
Fixed CSW Asset Capital Growth and
Income Corporation Allocation Appreciation Income
Fund Stock Fund Fund Fund Fund
-------- ----------- --------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Fair market value at
December 31, 1997: $158,349 $ 300,844 $ 22,533 $ 68,927 $ 84,314
Revalued cost at
December 31, 1997: 154,816 278,587 20,863 70,65 80,226
-------- ----------- --------- ------------ -----------
Current year unrealized
appreciation/(depreciation): $ 3,533 $ 22,257 $ 1,670 $ (1,728) $ 4,088
======== =========== ========= ============ ===========
</TABLE>
1996
- --------------------------------------------------------------------------------
(in thousands)
<TABLE>
<CAPTION>
Fixed CSW Asset Capital Growth and
Income Corporation Allocation Appreciation Income
Fund Stock Fund Fund Fund Fund
-------- ----------- --------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Fair market value at
December 31, 1996: $164,172 $ 283,125 $ 16,070 $ 53,273 $ 52,322
Revalued cost at
December 31, 1996: 161,424 306,528 14,962 50,499 49,431
-------- ----------- --------- ------------ -----------
Current year unrealized
appreciation/(depreciation): $ 2,748 $ (23,403) $ 1,108 $ 2,774 $ 2,891
======== =========== ========= ============ ===========
</TABLE>
1995
- -------------------------------------------------------------------------------
(in thousands)
<TABLE>
<CAPTION>
Fixed CSW Asset Capital Growth and
Income Corporation Allocation Appreciation Income
Fund Stock Fund Fund Fund Fund
-------- ----------- --------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Fair market value at
December 31, 1995: $164,762 $ 314,300 $ 12,080 $ 38,500 $ 33,465
Revalued cost at
December 31, 1995: 162,325 258,094 11,096 34,857 28,837
-------- ----------- --------- ------------ -----------
Current year unrealized
appreciation: $ 2,437 $ 56,206 $ 984 $ 3,643 $ 4,628
======== =========== ========= ============ ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CENTRAL AND SOUTH WEST CORPORATION
RETIREMENT SAVINGS PLAN, PLAN #002
LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
FIXED INCOME FUND
AS OF DECEMBER 31, 1997
(IN THOUSANDS)
EIN: 51-0007707
(A) (B) (C) (D) (E)
PARTY-IN- COST CURRENT
INTEREST IDENTITY OF ISSUE DESCRIPTION VALUE VALUE
<C> <S> <C> <C> <C>
GUARANTEED INVESTMENT CONTRACT:
TRAVELERS INSURANCE GROUP GIC CONTRACT #GR-15049 RATE 9.04%
MATURITY DATE 01/31/95-01/31/99 $ 4,873 $ 4,873
------- -------
TOTAL $ 4,873 $ 4,873
------- -------
U.S. GOVERNMENT SECURITIES:
FEDERAL NATIONAL MTG ASSOC. DTD 09-10-91 REG
MATURITY DATE 09-10-98, RATE 7.85% $ 2,131 $ 2,024
FEDERAL HOME LOAN MTG CORP. GTD MTG PARTN CTFS SER 1472 CL 1615-E
MULTICLASS MATURITY DATE 08-15-06, RATE 5.30% 939 988
FEDERAL HOME LOAN MTG CORP. GTD MTG PARTN CTFS SER 1472 CL 1472-E DTD 3-1-93 REG
MULTICLASS MATURITY DATE 02-15-05, RATE 6.25% 995 1,002
FEDERAL HOME LOAN MTG CORP MTG PTC CTF GOLD POOL #G1-0011 DTD 6-1-91
MATURITY DATE 02-01-06, RATE 10.00% 754 747
FEDERAL HOME LOAN MTG CORP MTG PTC CTF GOLD POOL #G1-0453 DTD 2-1-96
MATURITY DATE 06-01-07, RATE 9.00% 656 641
FEDERAL HOME LOAN MTG CORP MTG PTC CTF GROUP #20-0112 DTD 7-1-94 REG MATURITY DATE 11-01-05,
RATE 9.500% 598 596
FEDERAL HOME LOAN MTG CORP MTG PTC CTF GOLD POOL #B0-0455 DTD 11-1-94
MATURITY DATE 12-01-03, RATE 9.00% 761 750
FEDERAL HOME LOAN MTG CORP MTG PTC CTF GOLD POOL #B0-0511 DTD 5-1-95
MATURITY DATE 05-01-06, RATE 9.50% 437 438
FEDERAL HOME LOAN MTG CORP MTG PTC CTF GROUP #B0-0623 DTD 1-1-97
MATURITY DATE 06-01-06,RATE 9.00% 856 850
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CENTRAL AND SOUTH WEST CORPORATION
RETIREMENT SAVINGS PLAN, PLAN #002
LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
FIXED INCOME FUND
AS OF DECEMBER 31, 1997
(IN THOUSANDS)
EIN: 51-0007707
(A) (B) (C) (D) (E)
PARTY-IN- COST CURRENT
INTEREST IDENTITY OF ISSUE DESCRIPTION VALUE VALUE
<C> <S> <C> <C> <C>
FEDERAL HOME LOAN MTG CORP MTG PTC CTF GROUP #E0-0016 DTD 02-01-91 REG MATURITY DATE 02-01-06
RATE 9.00% $ 749 $ 743
FEDERAL HOME LOAN MTG CORP MTG PTC CTF GOLD POOL #50-4019 DTD 11-1-96
MATURITY DATE 03-01-06, RATE 9.00% 577 577
FEDERAL HOME LOAN MTG CORP MTG PTC CTF GOLD POOL #50-4124 DTD 07-1-97
MATURITY DATE 04-01-05, RATE 9.00% 705 709
FEDERAL HOME LOAN MTG CORP MTG PTC CTF GROUP #17-0128 DTD 6-1-85 REG MATURITY DATE 06-01-15,
RATE 11.500% 99 102
FEDERAL HOME LOAN MTG CORP MTG PTC CTF GROUP #54-6107 DTD 3-1-90 REG MATURITY DATE 01-01-16,
RATE 11.250% 146 147
FEDERAL NATL MTG ASSN MTN DTD 10-24-97
MATURITY DATE 10-26-99, RATE 6.00% 5,002 4,995
F N M A GTD REMIC PASS THRU CTF SER 1994-51 PT
MATURITY DATE 03-25-19, RATE 5.750% 1,510 1,527
F N M A GTD REMIC PASS THRU CTF SER 93-136PB
MATURITY DATE 03-25-19, RATE 6.00% 1,419 1,438
F N M A GTD REMIC PASS THRU CTF SER 93-199PE
MATURITY DATE 07-25-18, RATE 5.650% 1,475 1,475
FEDERAL NATL MTG ASSN GTD MTG PASS POOL #50412 DTD 03-1-91 REG MATURITY DATE 03-01-06,
THRU CTF RATE 9.000%. 628 630
FEDERAL NATL MTG ASSN GTD MTG PASS POOL #50780 DTD 08-1-93 REG MATURITY DATE 08-01-00,
THRU CTF RATE 6.000%. 1,460 1,457
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CENTRAL AND SOUTH WEST CORPORATION
RETIREMENT SAVINGS PLAN, PLAN #002
LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
FIXED INCOME FUND
AS OF DECEMBER 31, 1997
(IN THOUSANDS)
EIN: 51-0007707
(A) (B) (C) (D) (E)
PARTY-IN- COST CURRENT
INTEREST IDENTITY OF ISSUE DESCRIPTION VALUE VALUE
<C> <S> <C> <C> <C>
FEDERAL NATL MTG ASSN GTD MTG PASS POOL #55535 DTD 10-1-87 REG MATURITY DATE 01-01-01,
THRU CTF RATE 11.500%. $ 37 $ 35
FEDERAL NATL MTG ASSN GTD MTG PASS POOL #70722 DTD 01-01-91 REG MATURITY DATE 01-01-06,
THRU CTF RATE 9.000%. 583 579
F N M A GTD REMIC PASS THRU CTF SER 40 CL D DTD 12-1-93, REG
MATURITY DATE 7-25-16, RATE 5.7% 689 692
FEDERAL NATL MTG ASSN GTD MTG PASS POOL #313592 DTD 06-01-97 REG MATURITY DATE 02-01-01,
THRU CTF RATE 11.00% 1,243 1,243
FEDERAL NATL MTG ASSN GTD MTG PASS POOL #341615 DTD 03-01-96 REG MATURITY DATE 030-01-08, 1,386 1,372
THRU CTF RATE 9.50%
FEDERAL NATL MTG ASSN GTD MTG PASS POOL #124253 DTD 03-01-92 REG MATURITY DATE 03-01-07,
THRU CTF RATE 9.50% 576 568
FEDERAL NATL MTG ASSN GTD MTG PASS POOL #124593 DTD 12-01-92 REG MATURITY DATE 12-01-99,
THRU CTF RATE 7.00% 1,787 1,759
FEDERAL NATL MTG ASSN GTD MTG PASS POOL #124674 DTD 02-01-93 REG MATURITY DATE 02-01-00
THRU CTF RATE 7.00% 1,802 1,774
* FHA PROJ #13-2741729 DLJ MTG DTD 04-01-97
MATURITY DATE 01-01-07
RATE 5.150% 654 654
GOVT NATL MTG ASSN MODIFIED PASS POOL #40476 DTD 4-1-80 REG MATURITY DATE 03-15-10,
THRU CTF RATE 11.500% 135 133
GOVT NATL MTG ASSN MODIFIED PASS POOL #57188 DTD 5-1-83 REG MATURITY DATE 05-15-13
THRU CTF RATE 11.500% 83 83
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CENTRAL AND SOUTH WEST CORPORATION
RETIREMENT SAVINGS PLAN, PLAN #002
LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
FIXED INCOME FUND
AS OF DECEMBER 31, 1997
(IN THOUSANDS)
EIN: 51-0007707
(A) (B) (C) (D) (E)
PARTY-IN- COST CURRENT
INTEREST IDENTITY OF ISSUE DESCRIPTION VALUE VALUE
<C> <S> <C> <C> <C>
GOVT NATL MTG ASSN MODIFIED PASS POOL #58631 DTD 4-1-83 REG MATURITY DATE 03-15-13,
THRU CTF RATE 11.500% $ 39 $ 40
GOVT NATL MTG ASSN MODIFIED PASS POOL #61340 DTD 2-1-83 REG MATURITY DATE 02-15-13,
THRU CTF RATE 11.500% 144 144
GOVT NATL MTG ASSN MODIFIED PASS POOL #64555 DTD 9-1-83 REG MATURITY DATE 09-15-13,
THRU CTF RATE 11.500% 38 38
GOVT NATL MTG ASSN MODIFIED PASS POOL #71263 DTD 7-1-83 REG MATURITY DATE 07-15-13,
THRU CTF RATE 11.500% 43 45
GOVT NATL MTG ASSN MODIFIED PASS POOL #0106501 DTD 12-1-83 REG MATURITY DATE 12-15-13,
THRU CTF RATE 12.500% - -
GOVT NATL MTG ASSN MODIFIED PASS POOL #0351414 DTD 01-1-94 REG MATURITY DATE 01-15-09,
THRU CTF RATE 7.000% 445 448
GOVT NATL MTG ASSN MODIFIED PASS POOL #0352912 DTD 06-1-94 REG MATURITY DATE 05-15-09,
THRU CTF RATE 7.000% 27 27
GOVT NATL MTG ASSN MODIFIED PASS POOL #0364984 DTD 04-1-94 REG MATURITY DATE 04-15-09,
THRU CTF RATE 7.000% 371 373
GOVT NATL MTG ASSN MODIFIED PASS POOL #0376420 DTD 02-1-94 REG MATURITY DATE 02-15-09,
THRU CTF RATE 7.000% 433 435
GOVT NATL MTG ASSN MODIFIED PASS POOL #0376482 DTD 04-1-94 REG MATURITY DATE 04-15-09,
THRU CTF RATE 7.000% 503 506
GOVT NATL MTG ASSN MODIFIED PASS POOL #0376567 DTD 07-1-94 REG MATURITY DATE 07-15-09,
THRU CTF RATE 7.000% 404 407
GOVT NATL MTG ASSN MODIFIED PASS POOL #0376582 DTD 08-1-94 REG MATURITY DATE 08-15-09,
THRU CTF RATE 7.000% 48 49
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CENTRAL AND SOUTH WEST CORPORATION
RETIREMENT SAVINGS PLAN, PLAN #002
LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
FIXED INCOME FUND
AS OF DECEMBER 31, 1997
(IN THOUSANDS)
EIN: 51-0007707
(A) (B) (C) (D) (E)
PARTY-IN- COST CURRENT
INTEREST IDENTITY OF ISSUE DESCRIPTION VALUE VALUE
<C> <S> <C> <C> <C>
GOVT NATL MTG ASSN MODIFIED PASS POOL #0380056 DTD 07-1-94 REG MATURITY DATE 07-15-09,
THRU CTF RATE 7.000% $ 184 $ 185
GOVT NATL MTG ASSN MODIFIED PASS POOL #0380752 DTD 03-1-94 REG MATURITY DATE 02-15-09,
THRU CTF RATE 7.000% 62 62
GOVT NATL MTG ASSN MODIFIED PASS POOL #0381048 DTD 02-1-94 REG MATURITY DATE 02-15-09,
THRU CTF RATE 7.000% 200 201
GOVT NATL MTG ASSN MODIFIED PASS POOL #0383941 DTD 02-1-94 REG MATURITY DATE 02-15-09,
THRU CTF RATE 7.000% 782 788
GOVT NATL MTG ASSN MODIFIED PASS POOL #0385863 DTD 08-1-94 REG MATURITY DATE 08-15-09,
THRU CTF RATE 7.000% 467 470
GOVT NATL MTG ASSN MODIFIED PASS POOL #780306 DTD 1-1-96 REG MATURITY DATE 01-15-06,
THRU CTF RATE 9.000% 658 653
GOVT NATL MTG ASSN MODIFIED PASS POOL #780328 DTD 2-1-96 REG MATURITY DATE 10-15-06,
THRU CTF RATE 10.000% 607 587
GOVT NATL MTG ASSN MODIFIED PASS POOL #140158 DTD 9-1-85 REG MATURITY DATE 09-15-15,
THRU CTF RATE 11.500% 19 20
GOVT NATL MTG ASSN MODIFIED PASS POOL #144095 DTD 11-1-85 REG MATURITY DATE 11-15-15,
THRU CTF RATE 11.500% 3 3
USA TREAS NTS DTD 11/1/93 MATURITY DATE 10/31/98, RATE 4.75% 2,742 2,839
USA TREAS NTS DTD 11/24/95 MATURITY DATE 11/15/98, RATE 5.5% 2,412 2,457
USA TREAS NTS DTD 10/31/97 MATURITY DATE 10/31/99, RATE 5.625% 10,487 10,490
USA TREAS NTS DTD 11/30/97 MATURITY DATE 11/30/99, RATE 5.625% 5,638 5,645
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CENTRAL AND SOUTH WEST CORPORATION
RETIREMENT SAVINGS PLAN, PLAN #002
LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
FIXED INCOME FUND
AS OF DECEMBER 31, 1997
(IN THOUSANDS)
EIN: 51-0007707
(A) (B) (C) (D) (E)
PARTY-IN- COST CURRENT
INTEREST IDENTITY OF ISSUE DESCRIPTION VALUE VALUE
<C> <S> <C> <C> <C>
USA TREAS NTS DTD 9/30/97 MATURITY DATE 9/30/99, RATE 5.75% $ 1,401 $ 1,402
USA TREAS NTS DTD 11/15/97 MATURITY DATE 11/15/00, RATE 5.75% 1,502 1,503
USA TREAS NTS DTD 2/18/97 MATURITY DATE 2/15/00, RATE 5.875% 997 1,004
USA TREAS NTS DTD 7/31/97 MATURITY DATE 7/31/99, RATE 5.875% 250 251
USA TREAS NTS DTD 8/15/97 MATURITY DATE 8/15/00, RATE 6% 1,007 1,007
USA TREAS NTS DTD 5/15/95 MATURITY DATE 5/15/98, RATE 6.125% 431 431
USA TREAS NTS DTD 1/31/97 MATURITY DATE 1/31/02, RATE 6.25% 8,039 8,025
USA TREAS NTS DTD 3/31/97 MATURITY DATE 3/31/99, RATE 6.25% 5,590 5,640
USA TREAS NTS DTD 10/31/94 MATURITY DATE 10/31/99, RATE 7.5% 6,997 7,062
USA TREAS NTS STRIPPED PRINCIPAL PAYMENT, MATURITY DATE 05-15-02,7.5% 754 765
USA TREAS NTS DTD 11/30/94 MATURITY DATE 11/30/99, RATE 7.75% 383 383
------- -------
TOTAL $84,979 $85,113
------- -------
COMMON/COLLECT TRUST FUNDS:
AMERITRUST MAGIC FUND $22,433 $31,414
AMERICAN EXPRESS TRUST TRUST COLLECTIVE INCOME FUND III 4,619 4,833
THE LASALLE NATIONAL TRUST INCOME PLUS FUND 27,663 27,663
------- -------
TOTAL $54,715 $63,910
------- -------
OTHER:
* MELLON BANK EB TEMPORARY INVESTMENT FUND, RATE 5.51% $ 4,453 $ 4,453
------- -------
TOTAL $ 4,453 $ 4,453
------- -------
TOTAL FIXED FUND INVESTMENTS: GENERAL INVESTMENTS $149,020 $158,349
======== ========
* COLUMN (A) INDICATES EACH IDENTIFIED PERSON/ENTITY KNOWN TO BE A
PARTY-IN-INTEREST.
THIS SUPPLEMENTAL SCHEDULE LISTS ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER
31, 1997, AS REQUIRED BY THE DEPARTMENT OF LABOR RULES AND REGULATIONS FOR
REPORTING AND DISCLOSURE.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CENTRAL AND SOUTH WEST CORPORATION
RETIREMENT SAVINGS PLAN, PLAN #002
LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
CSW CORPORATION STOCK FUND
AS OF DECEMBER 31, 1997
(IN THOUSANDS EXCEPT SHARE AND PAR VALUE AMOUNTS)
EIN: 51-0007707
(A) (B) (C) (D) (E)
PARTY-IN- COST CURRENT
INTEREST IDENTITY OF ISSUE DESCRIPTION VALUE VALUE
<C> <S> <C> <C> <C>
COMMON STOCK:
* CENTRAL & SOUTH WEST CORPORATION 11,022,435.52 SHARES COMMON STOCK, $207,616 $298,295
$3.50 PAR VALUE
* MELLON BANK EB TEMPORARY INVESTMENT FUND, RATE 5.51% 2,549 2,549
------- -------
TOTAL GENERAL INVESTMENTS $210,165 $300,844
======= =======
* COLUMN (A) INDICATES EACH IDENTIFIED PERSON/ENTITY KNOWN TO BE A
PARTY-IN-INTEREST.
THIS SUPPLEMENTAL SCHEDULE LISTS ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER
31, 1997, AS REQUIRED BY THE DEPARTMENT OF LABOR RULES AND REGULATIONS FOR
REPORTING AND DISCLOSURE.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CENTRAL AND SOUTH WEST CORPORATION
RETIREMENT SAVINGS PLAN, PLAN #002
LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
ASSET ALLOCATION FUND
AS OF DECEMBER 31, 1997
(IN THOUSANDS)
EIN: 51-0007707
(A) (B) (C) (D) (E)
PARTY-IN- COST CURRENT
INTEREST IDENTITY OF ISSUE DESCRIPTION VALUE VALUE
<C> <S> <C> <C> <C>
INTEREST IN REGISTERED
INVESTMENT COMPANIES:
WANGER ASSET MANAGEMENT, L.P. ACORN FUND #5600008899 $ 1,593 $1,878
VENTURE ADVISORS DAVIS NEW YORK VENTURE FUND #25-2119060982 2,515 4,176
THE VANGUARD GROUP VANGUARD S/T CORPORATE BOND FUND #9876566232 9,800 9,845
AMERICAN FUNDS SERVICE COMPANY EUROPACIFIC GROWTH FUND #59078586 3,105 3,420
AMERICAN FUNDS SERVICE COMPANY WASHINGTON MUTUAL FUND #58483115-01 2,499 3,214
------ ------
TOTAL GENERAL INVESTMENTS $19,512 $22,533
====== ======
* COLUMN (A) INDICATES EACH IDENTIFIED PERSON/ENTITY KNOWN TO BE A
PARTY-IN-INTEREST.
THIS SUPPLEMENTAL SCHEDULE LISTS ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER
31, 1997, AS REQUIRED BY THE DEPARTMENT OF LABOR RULES AND REGULATIONS FOR
REPORTING AND DISCLOSURE.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CENTRAL AND SOUTH WEST CORPORATION
RETIREMENT SAVINGS PLAN, PLAN #002
LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
CAPITAL APPRECIATION FUND
AS OF DECEMBER 31, 1997
(IN THOUSANDS)
EIN: 51-0007707
(A) (B) (C) (D) (E)
PARTY-IN- COST CURRENT
INTEREST IDENTITY OF ISSUE DESCRIPTION VALUE VALUE
<C> <S>
INTEREST IN REGISTERED
INVESTMENT COMPANIES:
THE JANUS FUND JANUS FUND #42-200208624-0 $19,231 $21,807
NEUBERGER & BERMAN EQUITY TRUST GUARDIAN TRUST FUND #0000584 17,730 21,372
TWENTIETH CENTURY INVESTORS TWENTIETH CENTURY INVESTORS ULTRA #22001330733 27,820 25,748
------ ------
TOTAL GENERAL INVESTMENTS $64,781 $68,927
====== ======
* COLUMN (A) INDICATES EACH IDENTIFIED PERSON/ENTITY KNOWN TO BE A
PARTY-IN-INTEREST.
THIS SUPPLEMENTAL SCHEDULE LISTS ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER
31, 1997, AS REQUIRED BY THE DEPARTMENT OF LABOR RULES AND REGULATIONS FOR
REPORTING AND DISCLOSURE.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CENTRAL AND SOUTH WEST CORPORATION
RETIREMENT SAVINGS PLAN, PLAN #002
LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
GROWTH AND INCOME FUND
AS OF DECEMBER 31, 1997
(IN THOUSANDS)
EIN: 51-0007707
(A) (B) (C) (D) (E)
PARTY-IN- COST CURRENT
INTEREST IDENTITY OF ISSUE DESCRIPTION VALUE VALUE
<C> <S> <C> <C> <C>
INTEREST IN REGISTERED
INVESTMENT COMPANIES:
AMERICAN FUNDS SERVICE COMPANY AMERICAN MUTUAL FUND #58338376-03 $25,139 $29,254
WADDELL & REED UNITED INCOME FUND #21281167-621 22,638 29,208
THE VANGUARD GROUP WINDSOR II FUND #9846629536 24,066 25,852
------ ------
TOTAL GENERAL INVESTMENTS $71,843 $84,314
====== ======
* COLUMN (A) INDICATES EACH IDENTIFIED PERSON/ENTITY KNOWN TO BE A
PARTY-IN-INTEREST.
THIS SUPPLEMENTAL SCHEDULE LISTS ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER
31, 1997, AS REQUIRED BY THE DEPARTMENT OF LABOR RULES AND REGULATIONS FOR
REPORTING AND DISCLOSURE.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CENTRAL AND SOUTH WEST CORPORATION
RETIREMENT SAVINGS PLAN, PLAN #002
LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
LOAN FUND
AS OF DECEMBER 31, 1997
(IN THOUSANDS)
EIN: 51-0007707
(A) (B) (C) (D) (E)
PARTY-IN- COST CURRENT
INTEREST IDENTITY OF ISSUE DESCRIPTION VALUE VALUE
<C> <S> <C> <C>
* PARTICIPANT LOANS LOANS TO PARTICIPANTS, INTEREST RATES ON OUTSTANDING
LOANS RANGE FROM 7%-11%. 30,903 30,903
------ ------
TOTAL GENERAL INVESTMENTS $30,903 $30,903
====== ======
TOTAL OF RETIREMENT SAVINGS PLAN
ASSETS HELD FOR INVESTMENT
PURPOSES: $546,224 $665,870
======= =======
* COLUMN (A) INDICATES EACH IDENTIFIED PERSON/ENTITY KNOWN TO BE A
PARTY-IN-INTEREST.
THIS SUPPLEMENTAL SCHEDULE LISTS ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER
31, 1997, AS REQUIRED BY THE DEPARTMENT OF LABOR RULES AND REGULATIONS FOR
REPORTING AND DISCLOSURE.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CENTRAL AND SOUTH WEST CORPORATION
RETIREMENT SAVINGS PLAN
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
AS OF DECEMBER 31, 1997
EIN: 51-0007707
(a)(b) (f) (g) (h) (i)
Description of asset and Current value
Identity of party involved of asset on
(include interest rate and Expense Incurred Cost transaction Net gain
maturity in case of a loan) with transaction of asset date or (loss)
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
FIXED INCOME FUND
American Express Trust Income Fund III
2 SALES: $18,384,581 $19,000,000 $615,419
1 PURCHASE: $23,003,642 $23,003,642
Mellon Bank N A
EB Temporary Investment Fund
239 SALES: $122,214,096 $122,214,096
234 PURCHASES: $123,682,472 $123,682,472
CSW CORPORATION STOCK FUND
Central & South West Corp Del Com
47 SALES: $70,763 $36,423,420 $43,762,823 $7,339,403
28 PURCHASES: $12,011 $51,677,738 $51,677,738
Mellon Bank N A
EB Temporary Investment Fund
127 SALES: $74,329,671 $74,329,671
110 PURCHASES: $68,417,057 $68,417,057
GROWTH & INCOME FUND
Vanguard
Windsor II Portfolio
100 SALES: $30,600,726 $34,708,023 $4,107,297
156 PURCHASES: $38,047,045 $38,047,045
CAPITAL APPRECIATION FUND
American Century Investments
Twentieth Century Ultra Funds
119 SALES: $33,612,364 $35,781,269 $2,168,905
136 PURCHASES: $39,413,782 $39,413,782
THIS SUPPLEMENTAL SCHEDULE LISTS REPORTABLE TRANSACTIONS AT DECEMBER 31, 1997,
AS REQUIRED BY THE DEPARTMENT OFLABOR RULES AND REGULATIONS FOR REPORTING AND
DISCLOSURE.
</TABLE>
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Benefits Advisory Committee has duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
CENTRAL AND SOUTH WEST CORPORATION
RETIREMENT SAVINGS PLAN
(Name of Plan)
BY: /S/ L. B. CONNORS
Controller
Central and South West Corporation
Date: June 20, 1998
<PAGE>
INDEX TO EXHIBIT
EXHIBIT TRANSMISSION
NUMBER DESCRIPTION METHOD
1 CONSENT OF INDEPENDENT ELECTRONIC
PUBLIC ACCOUNTANTS
(ARTHUR ANDERSEN LLP,
DALLAS, TEXAS)
EXHIBIT 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report included in this Form 11-K, into the corporation's previously filed
registration statement on Form S-8 (File No. 2-70746).
Arthur Andersen LLP
DALLAS, TEXAS
JUNE 20, 1998
