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, 1998
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>
ARTHUR ANDERSEN LLP
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, 1998 and 1997, and the related statements of changes in net
assets available for benefits for each of the three years ended December 31,
1998. 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 audits.
We conducted our audits 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, 1998, and 1997, and the changes in its net assets available for
benefits for each of the three years ended December 31, 1998, in conformity with
generally accepted accounting principles.
Our audits were 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 audits 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 18, 1999
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1998
(in thousands)
<TABLE>
<CAPTION>
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 $ 2,506 $ - $ - $ - $ - $ - $ 2,506
Common stock, 8,263 shares,
at market value (cost of $175,889) - 226,716 - - - - 226,716
Registered Investment Companies
Common Collective trusts,
at market value 190,318 - 29,085 109,801 120,339 - 449,543
Fixed income temporary investments,
at market value 17,650 4,700 - - - - 22,350
Loans to participants - - - - - 30,342 30,342
---------- --------- ---------- ---------- --------- ---------- ---------
210,474 231,416 29,085 109,801 120,339 30,342 731,457
---------- --------- ---------- ---------- --------- ---------- ---------
CURRENT ASSETS
Accounts receivable
Participants 249 255 51 226 250 - 1,031
Employer 134 142 25 112 126 - 539
Accrued interest 1,115 21 125 3,323 - - 4,584
---------- --------- ---------- ---------- --------- ---------- ---------
1,498 418 201 3,661 376 - 6,154
---------- --------- ---------- ---------- --------- ---------- ---------
Total Assets 211,972 231,834 29,286 113,462 120,715 30,342 737,611
---------- --------- ---------- ---------- --------- ---------- ---------
LIABILITIES
Accrued expenses 99 246 28 62 80 - 515
---------- --------- ---------- ---------- --------- ---------- ---------
Realized gain on sales of investments 99 246 28 62 80 - 515
---------- --------- ---------- ---------- --------- ---------- ---------
Net assets available for benefits $ 211,873 $ 231,588 $ 29,258 $ 113,400 $ 120,635 $ 30,342 $ 737,096
========== ========= ========== ========== ========= ========== =========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
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)
<TABLE>
<CAPTION>
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
Registered Investment Companies
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
========== ========= ========== ========== ========= ========== =========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
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, 1998
(in thousands)
<TABLE>
<CAPTION>
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 $ 159,802 $ 301,269 $ 22,606 $ 69,201 $ 84,639 $ 30,903 $ 668,420
--------- --------- --------- --------- --------- --------- ---------
ADDITIONS
Contributions
Participants 5,660 8,217 1,643 6,080 7,266 - 28,866
Employers 3,004 4,496 734 2,922 3,520 - 14,676
Net earnings 10,732 19,739 2,627 22,843 16,775 2,780 75,496
--------- --------- --------- --------- --------- --------- ---------
Total additions 19,396 32,452 5,004 31,845 27,561 2,780 119,038
--------- --------- --------- --------- --------- --------- ---------
Interfund transfers 44,495 (80,988) 3,276 17,282 15,471 464 -
DEDUCTIONS
Cash distributions 11,820 18,214 1,628 4,928 7,036 3,805 47,431
Distribution of securities - 2,931 - - - - 2,931
--------- --------- --------- --------- --------- --------- ---------
Total distributions 11,820 21,145 1,628 4,928 7,036 3,805 50,362
--------- --------- --------- --------- --------- --------- ---------
Balance, end of year $ 211,873 $ 231,588 $ 29,258 $ 113,400 $ 120,635 $ 30,342 $ 737,096
========= ========= ========= ========= ========= ========= =========
DETAIL OF NET EARNINGS
Dividends $ - $ 17,047 $ 1,646 $ 7,199 $ 16,604 $ - $ 42,496
Interest income 10,671 168 - - - - 10,839
Interest income on loans - - - - - 2,780 2,780
Realized (loss) on common stock - (108) - - - - (108)
Realized gain on sales of investmemts 1,941 92 29 5,097 3,782 - 10,941
Current year unrealized appreciation
(depreciation) (1,275) 2,976 1,008 10,688 (3,433) - 9,964
Expenses (605) (436) (56) (141) (178) - (1,416)
--------- --------- --------- --------- --------- --------- ---------
Net earnings $ 10,732 $ 19,739 $ 2,627 $ 22,843 $ 16,775 $ 2,780 $ 75,496
========= ========= ========= ========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
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)
<TABLE>
<CAPTION>
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
========= ========= ========= ========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
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)
<TABLE>
<CAPTION>
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
========= ========= ========= ========= ========= ========= ==========
</TABLE>
The accompanying notes are an integral part of this statement.
<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 Director, Total Compensation; Director, HR Operations; Vice President, Human
Resources; Manager, Benefits Service Center; a CSW Benefits Consultant, and
other persons the Chief Executive Officer of the Corporation may appoint. The
Plan assets are managed by the Investment Policy Committee and the 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
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 part-time
employee is eligible to become a voluntary participant once they have completed
1 year of service. At December 31, 1998 and 1997, there were 8,021 and 8,167
participants in the Plan respectively.
<PAGE>
Participant and Employer 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 to the Plan, on behalf of each participant, an amount equal to 75% of
the participant's contribution for each payroll period, but only to the extent
that the participant's contributions do not exceed 6% of the participants
compensation, subject to certain limitations. Participants can elect to place
their deposits and employer contributions into the 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.
Forfeiture of the employer 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 a participating employer and returns to the
Plan within five years. The forfeitures for the years ended December 31, 1998,
1997, and 1996 were $244,904, $60,586, and $57,345, respectively.
Net contributions made by the employers and the participating employees to
the Plan for the years ended December 31, 1998, 1997, and 1996, were
approximately $43,542,000, $34,200,000, and $31,600,000, respectively.
Vesting
Participants are immediately vested in their own contributions, both pre-tax
and after-tax, plus any actual earnings attributable to those contributions.
Vesting in the employer matching contributions and the respective investment
earnings 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; 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
attributable to those contributions.
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 actuarially 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 respective earnings 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 Central and South West
Corporation 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 minimum 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 now defined as 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, or 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 1998, 1997, and 1996, these expenses were
$1,416,000, $1,138,000, and $1,191,000, 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.
<PAGE>
At December 31, 1998 and 1997 there was approximately $1,993,000 and
$913,000 in the account which represents the following items:
December 31,
1998 1997
Outstanding participant distributions 825,000 $243,000
Short term earnings on the account 663,000 259,000
Forfeitures not yet used to offset contributions 401,000 162,000
Other miscellaneous items 104,000 249,000
---------- ----------
$1,993,000 $913,000
========== ==========
$667,024
There were no contributions remaining in the holding account at December
31, 1998 and 1997 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 and a new letter has been requested
but not yet received. 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 EMPLOYERS
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.
Effective December 31, 1998 C3 Communications, Inc. terminated its
partnership with ChoiceCom, a participating employer, and ICG Communications,
Inc. purchased its local business. Active participation in the Plan ended on
this date for all plan participants employed by ChoiceCom. On that date all
participants employed by ChoiceCom became 100% vested in their balances. Former
ChoiceCom 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 the termination of this partnership.
(4) INVESTMENT OPTIONS
The investments of the Plan are stated at market value and are accounted for on
the trade date. 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.
<PAGE>
In 1990, the Plan entered into a guaranteed investment contract with
Travelers Life and Annuity (Travelers). In accordance with the terms of this
contract, approximately $2.5 million of principal matured in 1998 and 1997 and
has been reinvested in various other fixed income investments. The guaranteed
investment contract had average yields of 5.38% and 5.93% at December 31, 1998
and 1997, 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 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, 1998 and 1997, there were 4,996 and 4,840 participants
respectively, with investments of varying portions in this fund.
CSW Corporation Stock Fund
This fund invests in shares of CSW Corporation common stock. CSW Corporation
common stock held by the fund at December 31, 1998, was 8,262,993 shares. The
closing share price of CSW Corporation common stock at December 31, 1998, 1997,
and 1996 was $27.4375, $27.0625, and $25.625, 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, 1998 and 1997, there were 5,774 and 6,613 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.
At December 31, 1998 and 1997, there were 1,875 and 1,735 participants
respectively, with investments of varying portions in this fund.
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, 1998 and 1997, there were 4,124 and 3,731 participants
respectively, with investments of varying portions in this fund.
Growth and Income Fund
This fund invests in mutual funds whose goal is a combination of 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, 1998 and 1997, there were 4,291 and 3,890 participants
respectively, with investments of varying portions in this fund.
<PAGE>
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 Plan.
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 rates in 1998, 1997, and 1996
were 9.4375%, 9.4375% and 9.3125% respectively. Payments of principal and
interest are credited to each investment fund based on the employee's investment
election at the time of repayment.
(5) INVESTMENTS
The fair market values of individual assets that represent 5% or more of the
Plan net assets as of December 31, 1998 and 1997, are as follows (in thousands):
1998:
Central and South West Corporation Common Stock $ 226,716
Fixed Income Fund - LaSalle Income Plus Fund 85,532
Fixed Income Fund - USA Treasury Note 45,442
Capital Appreciation Fund - Janus Fund 36,071
Capital Appreciation Fund - Twentieth Century Ultra Fund 44,745
Growth and Income Fund - American Mutual Fund 42,420
Growth and Income Fund - United Income Fund 40,626
Growth and Income Fund - Windsor II Fund 37,293
1997:
Central and South West Corporation Common Stock $ 298,295
Loan Fund - Participant Loans Outstanding 30,903
(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,
1998 1997
Net assets available for benefits,
per the financial statements $737,096 $668,420
Amounts allocated to withdrawing participants (1,139) (1,396)
----------- -----------
Net assets available for benefits,
per the Form 5500 $735,957 $667,024
=========== ===========
<PAGE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500 (in thousands):
Year Ended
December 31, 1998
Benefits paid per the financial statements $50,362
Amounts allocated to withdrawing participants,
at December 31, 1998 1,139
Amounts allocated to withdrawing participants,
at December 31, 1997 (1,396)
----------
Benefits paid to participants per the Form 5500 $ 50,105
==========
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.
(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.
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. The shares of CSW
common stock in the Plan will be replaced with AEP common stock at the same
ratio of 0.6 shares. The value of the Company's common stock in the Plan would
have been approximately $7 million greater had the merger been consummated 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, 1998, 1997 and 1996:
1998
- --------------------------------------------------------------------------------
(in thousands)
Fixed CSW Asset Capital Growth and
Income Corporation Allocation Appreciation Income
Fund Stock Fund Fund Fund Fund
-------- -------- -------- -------- --------
Proceeds from
disposition $221,758 $162,181 $10,008 $36,249 $50,316
Revalued cost 219,817 162,089 9,979 31,152 46,534
-------- -------- -------- -------- --------
Net realized gain 1,941 $ 92 $ 29 $ 5,097 $ 3,782
======== ======== ======== ======== ========
1997
- --------------------------------------------------------------------------------
(in thousands)
Fixed CSW Asset Capital Growth and
Income Corporation Allocation Appreciation Income
Fund Stock Fund Fund Fund Fund
-------- -------- -------- -------- --------
Proceeds from
disposition $171,387 $43,763 $7,460 $21,365 $34,807
Revalued cost 174,769 51,436 7,434 19,070 29,732
-------- -------- -------- -------- --------
Net realized $ (3,382) $ (7,673) $ 26 $ 2,295 $ 5,075
gain/(loss) ======== ======== ======== ======== ========
1996
- --------------------------------------------------------------------------------
(in thousands)
Fixed CSW Asset Capital Growth and
Income Corporation Allocation Appreciation Income
Fund Stock Fund Fund Fund Fund
-------- -------- -------- -------- --------
Proceeds from
disposition $144,493 $41,415 $3,001 $12,453 $14,653
Revalued cost 146,165 41,794 3,014 11,813 13,384
-------- -------- -------- -------- --------
Net realized $ (1,672) $ (379) $ (13) $ 640 $ 1,269
gain/(loss) ======== ======== ======== ======== ========
<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, 1998, 1997 and 1996:
1998
- --------------------------------------------------------------------------------
(in thousands)
Fixed CSW Asset Capital Growth and
Income Corporation Allocation Appreciation Income
Fund Stock Fund Fund Fund Fund
-------- -------- -------- -------- --------
Fair market value at
December 31, 1998: $210,474 $231,416 $29,085 109,801 $120,339
Revalued cost at
December 31, 1998: 211,749 228,440 28,077 99,113 123,772
-------- -------- -------- -------- --------
Current year
unrealized
appreciation/
(depreciation) $(1,275) $ 2,976 $ 1,008 10,688 $ (3,433)
======== ======== ======== ======== ========
1997
- --------------------------------------------------------------------------------
(in thousands)
Fixed CSW Asset Capital Growth and
Income Corporation Allocation Appreciation Income
Fund Stock Fund Fund Fund Fund
-------- -------- -------- -------- --------
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 70,655 80,226
-------- -------- -------- -------- --------
Current year
unrealized
appreciation/
(depreciation) $3,533 $ 22,257 $ 1,670 $ (1,728) $ 4,088
======== ======== ======== ======== ========
1996
- --------------------------------------------------------------------------------
(in thousands)
Fixed CSW Asset Capital Growth and
Income Corporation Allocation Appreciation Income
Fund Stock Fund Fund Fund Fund
-------- -------- -------- -------- --------
Fair market value at
December 31, 1996: $150,948 $283,125 $16,070 $53,273 $52,322
Revalued cost at
December 31, 1996: 148,200 306,528 14,962 50,499 49,431
-------- -------- -------- -------- --------
Current year
unrealized
appreciation/
(depreciation) $ 2,748 $ (23,403) $ 1,108 $ 2,774 $ 2,891
======== ======== ======== ======== ========
<PAGE>
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, 1998
(in thousands)
EIN: 51-0007707
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
PARTY-IN- COST CURRENT
INTEREST IDENTITY OF ISSUE DESCRIPTION VALUE VALUE
<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 $ 2,506 $ 2,506
-------- --------
TOTAL $ 2,506 $ 2,506
-------- --------
U.S. GOVERNMENT SECURITIES:
FEDERAL HOUSING AUTHORITY DTD 4-1-97
MATURITY DATE 01-01-07, RATE 5.150% $ 470 $ 475
FEDERAL HOME LOAN MTG CORP. GROUP #50-4132 DTD 10-1-97
MULTICLASS MATURITY DATE 07-1-06, RATE 9.00% 974 957
FEDERAL HOME LOAN MTG CORP MTG PTC CTF GOLD POOL #G1-0011 DTD 6-1-91
MATURITY DATE 02-01-06, RATE 10.00% 487 479
FEDERAL HOME LOAN MTG CORP MTG PTC CTF GOLD POOL #G1-0453 DTD 2-1-96
MATURITY DATE 06-01-07, RATE 9.00% 448 435
FEDERAL HOME LOAN MTG CORP MTG PTC CTF GROUP #55-5287 DTD 4-1-96
MATURITY DATE 05-11-11, RATE 9.750% 669 655
FEDERAL HOME LOAN MTG CORP MTG PTC CT GROUP #20-0112 DTD 7-1-94 REG MATURITY
DATE 11-01-05, RATE 9.500% 399 390
FEDERAL HOME LOAN MTG CORP MTG PTC CTF GROUP #C1-2485 DTD 7-1-98
MATURITY DATE 06-01-28, RATE 8.00% 2,698 2,696
FEDERAL HOME LOAN MTG CORP MTG PTC CTF GROUP #C1-2488 DTD 7-1-98
MATURITY DATE 05-01-28, RATE 8.00% 1,598 1,596
FEDERAL HOME LOAN MTG CORP MTG PTC CTF GROUP #E0-0016 DTD 2-1-91
MATURITY DATE 01-01-06, RATE 9.00% 507 499
</TABLE>
<PAGE>
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, 1998
(in thousands)
EIN: 51-0007707
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
PARTY-IN- COST CURRENT
INTEREST IDENTITY OF ISSUE DESCRIPTION VALUE VALUE
<S> <C> <C> <C>
FEDERAL HOME LOAN MTG CORP MTG PTC CTF GROUP #E0-0592 DTD 12-1-98
MATURITY DATE 12-01-13, RATE 6.00% $ 2,945 $ 2,955
FEDERAL HOME LOAN MTG CORP MTG PTC CTF GROUP #B0-0455 DTD 11-01-94
MATURITY DATE 12-01-03, RATE 9.00% 456 446
FEDERAL HOME LOAN MTG CORP MTG PTC CTF GROUP #B0-0511 DTD 5-1-95
MATURITY DATE 05-01-06, RATE 9.50% 264 262
FEDERAL HOME LOAN MTG CORP MTG PTC CTF GROUP #B0-0623 DTD 1-1-97
MATURITY DATE 06-01-06, RATE 9.00% 568 558
FEDERAL HOME LOAN MTG CORP MTG PTC CTF GROUP #B0-0669 DTD 1-1-98
MATURITY DATE 8-1-05, RATE 9.00% 1,418 1,403
FEDERAL HOME LOAN MTG CORP MULTICLASS
MTG P/CG1615E
MATURITY DATE 08-15-06, RATE 5.30% 840 893
FEDERAL HOME LOAN MTG CORP MULTICLASS
MTG P/CG1697 PG
MATURITY DATE 04-15-06, RATE 5.80% 4,483 4,514
FEDERAL HOME LOAN MTG CORP MULTICLASS
CTF SER 31 D
MATURITY 04-25-24, RATE 0.00% 2,672 2,988
FEDERAL HOME LOAN MTG CORP MTG GROUP #17-0128 DTD 6-1-85
MATURITY DATE 06-01-15, RATE 11.50% 76 76
FEDERAL HOME LOAN MTG CORP MTG GROUP #38-0062 DTD 11-1-89
MATURITY DATE 11-01-04, RATE 9.50% 455 451
FEDERAL HOME LOAN MTG CORP MTG GROUP #20-0100 DTD 3-1-92
MATURITY DATE 11-01-05, RATE 9.50% 1,139 1,131
</TABLE>
<PAGE>
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, 1998
(in thousands)
EIN: 51-0007707
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
PARTY-IN- COST CURRENT
INTEREST IDENTITY OF ISSUE DESCRIPTION VALUE VALUE
<S> <C> <C> <C>
FEDERAL HOME LOAN MTG CORP MTG GROUP #50-4019 DTD 11-1-96
MATURITY DATE 03-01-06, RATE 9.00% $ 396 $ 390
FEDERAL HOME LOAN MTG CORP MTG GROUP #50-4124 DTD 7-1-97
MATURITY DATE 04-01-05, RATE 9.00% 445 440
FEDERAL HOME LOAN MTG CORP MTG GROUP #54-6107 DTD 3-1-90
MATURITY DATE 01-01-16, RATE 11.25% 132 132
F N M A GTD REMIC PASS THRU CTF 93-136PB
MATURITY DATE 03-25-19, RATE 6.00% 2,923 2,953
F N M A GTD REMIC PASS THRU CTF 93-199PE
MATURITY DATE 07-25-18, RATE 5.650% 1,258 1,268
F N M A GTD REMIC PASS THRU CTF 1994-51PT
MATURITY DATE 04-25-18, RATE 5.750% 965 983
F N M A GTD REMIC PASS THRU CTF 1997-M1
MATURITY DATE 01-17-03, RATE 6.7831% 1,026 1,045
FEDERAL NATL MTG ASSN GTD MTG PASS POOL #0050412 DTD 3-1-91 MATURITY DATE 3-1-06
THRU CTF RATE 9.00% 423 422
FEDERAL NATL MTG ASSN GTD MTG PASS POOL #55535 DTD 10-1-87 REG MATURITY
THRU CTF DATE 01-01-01, RATE 11.500%. 3 3
FEDERAL NATL MTG ASSN GTD MTG PASS POOL #70722 DTD 01-01-91 REG MATURITY
THRU CTF DATE 01-01-06, RATE 9.000%. 395 392
FEDERAL NATL MTG ASSN GTD MTG PASS POOL #0124253 DTD 3-1-92 REG MATURITY
THRU CTF DATE 12-1-06 RATE 9.50% 352 344
</TABLE>
<PAGE>
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, 1998
(in thousands)
EIN: 51-0007707
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
PARTY-IN- COST CURRENT
INTEREST IDENTITY OF ISSUE DESCRIPTION VALUE VALUE
<S> <C> <C> <C>
FEDERAL NATL MTG ASSN GTD MTG PASS POOL #0303262 DTD 03-01-95 REG MATURITY
THRU CTF DATE 05-01-07, RATE 9.50% $ 3,207 $ 3,166
FEDERAL NATL MTG ASSN GTD MTG PASS POOL #313592 DTD 06-01-97 REG MATURITY
THRU CTF DATE 02-01-01, RATE 11.00% 621 621
FEDERAL NATL MTG ASSN GTD MTG PASS POOL #341615 DTD 03-01-96 REG MATURITY
THRU CTF DATE 030-01-08, RATE 9.50% 913 903
FEDERAL NATL MTG ASSN GTD MTG PASS POOL #0362457 DTD 10-1-96 REG MATURITY
THRU CTF DATE 06-01-02, RATE 8.50% 1,009 1,011
FEDERAL NATL MTG ASSN GTD MTG PASS POOL #0415828 DTD 2-01-98 REG MATURITY
THRU CTF DATE 12-01-12, RATE 9.00% 1,294 1,301
FEDERAL NATL MTG ASSN GTD MTG PASS POOL #0426810 DTD 4-01-98 REG MATURITY
THRU CTF DATE 05-01-05, RATE 9.00% 2,213 2,192
GOVT NATL MTG ASSN MODIFIED PASS POOL #40476 DTD 4-1-80 REG MATURITY
THRU CTF DATE 03-15-10, RATE 11.500% 103 99
GOVT NATL MTG ASSN MODIFIED PASS POOL #57188 DTD 5-1-83 REG MATURITY
THRU CTF DATE 05-15-13 RATE 11.500% 51 49
GOVT NATL MTG ASSN MODIFIED PASS POOL #58631 DTD 4-1-83 REG MATURITY
THRU CTF DATE 03-15-13, RATE 11.500% 38 37
GOVT NATL MTG ASSN MODIFIED PASS POOL #61340 DTD 2-1-83 REG MATURITY
THRU CTF DATE 02-15-13, RATE 11.500% 123 119
GOVT NATL MTG ASSN MODIFIED PASS POOL #64555 DTD 9-1-83 REG MATURITY
THRU CTF DATE 09-15-13, RATE 11.500% 29 29
</TABLE>
<PAGE>
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, 1998
(in thousands)
EIN: 51-0007707
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
PARTY-IN- COST CURRENT
INTEREST IDENTITY OF ISSUE DESCRIPTION VALUE VALUE
<S> <C> <C> <C>
GOVT NATL MTG ASSN MODIFIED PASS POOL #71263 DTD 7-1-83 REG MATURITY ,
THRU CTF DATE 07-15-13 RATE 11.500% $ 24 $ 24
FEDERAL HOME LOAN MTG CORP MTG GROUP #E7-3836 DTD 12-1-98
MATURITY DATE 12-01-13, RATE 5.50% 4,928 4,925
GOVT NATL MTG ASSN MODIFIED PASS POOL #0140158 DTD 09-1-85 REG MATURITY
THRU CTF DATE 09-15-15, RATE 11.50% 17 17
GOVT NATL MTG ASSN MODIFIED PASS POOL #0144095 DTD 11-1-85 REG MATURITY
THRU CTF DATE 11-15-15, RATE 11.50% 3 3
GOVT NATL MTG ASSN MODIFIED PASS POOL #0780306 DTD 01-1-96 REG MATURITY
THRU CTF DATE 11-15-06, RATE 9.000% 414 408
GOVT NATL MTG ASSN MODIFIED PASS POOL #0780321 DTD 02-1-96 REG MATURITY
THRU CTF DATE 07-15-07, RATE 9.50% 2,377 2,335
GOVT NATL MTG ASSN MODIFIED PASS POOL #0780328 DTD 02-1-96 REG MATURITY
THRU CTF DATE 10-15-06, RATE 10.000% 409 392
USA TREAS NTS DTD 1/31/97 MATURITY DATE 1/31/02, 45,225 45,442
RATE 6.250%
USA TREAS NTS DTD 2/18/97 MATURITY DATE 2/15/00, 1,009 1,014
RATE 5.875%
USA TREAS NTS DTD 8/15/97 MATURITY DATE 8/15/00, 1,013 1,022
RATE 6.00%
USA TREAS NTS DTD 11/30/97 MATURITY DATE 11/15/00, 6,050 6,117
RATE 5.750%
USA TREAS NTS MATURITY DATE 5/15/03 1,333 1,329
-------- --------
TOTAL $ 104,287 $ 104,786
-------- --------
</TABLE>
<PAGE>
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, 1998
(in thousands)
EIN: 51-0007707
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
PARTY-IN- COST CURRENT
INTEREST IDENTITY OF ISSUE DESCRIPTION VALUE VALUE
<S> <C> <C> <C>
COMMON/COLLECT TRUST FUNDS:
LASALLE NATIONAL TRUST INCOME PLUS FUND $ 85,532 $ 85,532
-------- --------
TOTAL $ 85,532 $ 85,532
-------- --------
OTHER:
* MELLON BANK EB TEMPORARY INVESTMENT FUND, RATE 5.51% $ 17,650 $ 17,650
-------- --------
TOTAL $ 17,650 $ 17,650
-------- --------
TOTAL FIXED FUND INVESTMENTS: GENERAL INVESTMENTS $ 209,975 $ 210,474
======== ========
</TABLE>
* 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, 1998, AS REQUIRED BY THE DEPARTMENT OF LABOR RULES AND REGULATIONS FOR
REPORTING AND DISCLOSURE.
<PAGE>
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, 1998
(in thousands except share and par value amounts)
EIN: 51-0007707
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
PARTY-IN- COST CURRENT
INTEREST IDENTITY OF ISSUE DESCRIPTION VALUE VALUE
<S> <C> <C> <C> <C>
COMMON STOCK:
* CENTRAL & SOUTH WEST CORPORATION 8,262,992 SHARES COMMON STOCK, $175,889 $ 226,716
$3.50 PAR VALUE
* MELLON BANK EB TEMPORARY INVESTMENT FUND, 4,700 4,700
RATE 5.51% -------- --------
TOTAL GENERAL INVESTMENTS $180,589 $ 231,416
======== ========
</TABLE>
* 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, 1998, AS REQUIRED BY THE DEPARTMENT OF LABOR RULES AND REGULATIONS FOR
REPORTING AND DISCLOSURE.
<PAGE>
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, 1998
(in thousands)
EIN: 51-0007707
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
PARTY-IN- COST CURRENT
INTEREST IDENTITY OF ISSUE DESCRIPTION VALUE VALUE
<S> <C> <C> <C> <C>
INTEREST IN REGISTERED
INVESTMENT COMPANIES:
WANGER ASSET MANAGEMENT, L.P. ACORN FUND #5600008899 $ 2,551 $ 2,765
VENTURE ADVISORS DAVIS NEW YORK VENTURE FUND 2,829 5,004
#25-2119060982
THE VANGUARD GROUP VANGUARD S/T CORPORATE BOND FUND 12,272 12,305
#9876566232
AMERICAN FUNDS SERVICE COMPANY EUROPACIFIC GROWTH FUND #59078586 3,195 3,822
AMERICAN FUNDS SERVICE COMPANY WASHINGTON MUTUAL FUND #58483115-01 4,233 5,189
-------- --------
TOTAL GENERAL INVESTMENTS $ 25,080 $ 29,085
======== ========
</TABLE>
* 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, 1998, AS REQUIRED BY THE DEPARTMENT OF LABOR RULES AND REGULATIONS FOR
REPORTING AND DISCLOSURE.
<PAGE>
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, 1998
(in thousands)
EIN: 51-0007707
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
PARTY-IN- COST CURRENT
INTEREST IDENTITY OF ISSUE DESCRIPTION VALUE VALUE
<S> <C> <C> <C> <C>
INTEREST IN REGISTERED
INVESTMENT COMPANIES:
THE JANUS FUND JANUS FUND #42-200208624-0 $ 25,108 $ 36,071
NEUBERGER & BERMAN EQUITY TRUST GUARDIAN TRUST FUND #0000584 28,010 28,985
TWENTIETH CENTURY INVESTORS TWENTIETH CENTURY INVESTORS ULTRA 41,438 44,745
#22001330733 --------- ---------
TOTAL GENERAL INVESTMENTS $ 94,556 $ 109,801
========= =========
</TABLE>
* 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, 1998, AS REQUIRED BY THE DEPARTMENT OF LABOR RULES AND REGULATIONS FOR
REPORTING AND DISCLOSURE.
<PAGE>
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, 1998
(in thousands)
EIN: 51-0007707
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
PARTY-IN- COST CURRENT
INTEREST IDENTITY OF ISSUE DESCRIPTION VALUE VALUE
<S> <C> <C> <C> <C>
INTEREST IN REGISTERED
INVESTMENT COMPANIES:
AMERICAN FUNDS SERVICE COMPANY AMERICAN MUTUAL FUND #58338376-03 $ 38,269 $ 42,420
WADDELL & REED UNITED INCOME FUND #21281167-621 34,630 40,626
THE VANGUARD GROUP WINDSOR II FUND #9846629536 37,369 37,293
--------- ----------
TOTAL GENERAL INVESTMENTS $ 110,268 $ 120,339
========= ==========
</TABLE>
* 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, 1998, AS REQUIRED BY THE DEPARTMENT OF LABOR RULES AND REGULATIONS FOR
REPORTING AND DISCLOSURE.
<PAGE>
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, 1998
(in thousands)
EIN: 51-0007707
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
PARTY-IN- COST CURRENT
INTEREST IDENTITY OF ISSUE DESCRIPTION VALUE VALUE
<S> <C> <C> <C> <C>
* PARTICIPANT LOANS LOANS TO PARTICIPANTS, INTEREST RATES
ON OUTSTANDING LOANS RANGE FROM 7%-11%. - 30,342
---------- ----------
TOTAL GENERAL INVESTMENTS $ - $ 30,342
========== ==========
TOTAL OF RETIREMENT SAVINGS PLAN ASSETS HELD
FOR INVESTMENT PURPOSES: $ 620,468 $ 731,457
========== ==========
</TABLE>
* 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, 1998, AS REQUIRED BY THE DEPARTMENT OF LABOR RULES AND REGULATIONS FOR
REPORTING AND DISCLOSURE.
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
RETIREMENT SAVINGS PLAN
LINE 27b - SCHEDULE OF DEFAULTED LOANS OR FIXED INCOME OBLIGATIONS
AS OF DECEMBER 31, 1998
EIN: 51-0007707
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Amount received during Detailed description of the Amount overdue
reporting year loan
Original
Identity and address amount of Unpaid bal at Maturity Interest Colla- Princ- Inter-
of obligor loan Principal Interest end of year Loan date date rate teral ipal est
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Names and Addresses Omitted
for Confidentiality 2,400 276 10 - 10/31/96 05/31/98 9.25 401K acct - -
Names and Addresses Omitted
for Confidentiality 1,323 - - - 06/16/97 06/15/01 9.50 401K Acct - -
Names and Addresses Omitted
for Confidentiality 4,000 - - - 12/16/96 10/31/97 9.25 401K Acct - -
Names and Addresses Omitted
for Confidentiality 6,000 - - - 04/01/96 11/15/97 9.50 401K Acct - -
</TABLE>
THIS SUPPLEMENTAL SCHEDULE LISTS DEFAULTED LOANS OR FIXED INCOME OBLIGATIONS AT
DECEMBER 31, 1998. AS REQUIRED BY THE DEPARTMENT OF LABOR RULES AND REGULATIONS
FOR REPORTING AND DISCLOSURE.
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
RETIREMENT SAVINGS PLAN
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
AS OF DECEMBER 31, 1998
EIN: 51-0007707
<TABLE>
<CAPTION>
(a)(b) (c) (d) (e) (f) (g) (h) (i)
Description of asset and Current value
Identity of party involved of asset on
(include interest rate and Purchase Selling Lease Expense Inccurred Cost transaction Net gain
maturity in case of a loan) Price Price Rental with transaction of asset date or (loss)
<S> <C> <C> <C> <C> <C> <C> <C>
FIXED INCOME FUND
Lasalle National Trust Income Plus Fund
1 PURCHASE: $58,084,748 $58,084,748
Mellon Bank N A
BSDT Late Money Deposit Acct.
18 SALES: $40,799,271 $40,799,271
18 PURCHASES: $40,799,271 $40,799,271
Mellon Bank N A
EB Temporary Investment Fund
174 SALES: $339,079,729 $339,079,729
243 PURCHASES: $352,276,829 $352,276,829
Central & South West Corp Del Com
66 SALES: $119,369,331 $162,181,570 $42,812,239
40 PURCHASES: $73,557,450 $73,557,450
Mellon Bank N A
EB Temporary Investment Fund
130 SALES: $154,622,171 $154,622,171
120 PURCHASES: $156,772,801 $156,772,801
GROWTH & INCOME FUND
Vanguard
Windsor II Portfolio
114 SALES: $47,478,495 $50,206,889 $2,728,394
143 PURCHASES: $61,504,297 $61,504,297
CAPITAL APPRECIATION FUND
American Century Investments
Twentieth Century Ultra Funds
102 SALES: $34,479,969 $36,165,549 $1,685,580
156 PURCHASES: $53,103,737 $53,103,737
</TABLE>
THIS SUPPLEMENTAL SCHEDULE LISTS REPORTABLE TRANSACTIONS AT DECEMBER 31, 1998.
A SINGLE OR SERIES OF TRANSACTIONS ARE REPORTABLE THE VALUE EXCEEDS 5% OF THE
TOTAL VALUE THE PLAN'S ASSETS OF JANUARY 1, 1998 AS REQUIRED BY THE DEPARTMENT
OF LABOR RULES AND REGULATIONS FOR REPORTING AND DISCLOSURE.
<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 18, 1999
<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
