CENTRAL & SOUTH WEST CORP
8-K, 2000-02-14
ELECTRIC SERVICES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


Date of earliest event reported:    January 25, 2000
Date of report:                     February 14, 2000

Commission             Registrant, State of Incorporation,    I.R.S. Employer
File Number              Address and Telephone Number         Identification No.

1-1443                 Central and South West Corporation      51-0007707
                       (A Delaware Corporation)
                       1616 Woodall Rodgers Freeway
                       Dallas, Texas 75202-1234
                       (214) 777-1000

0-346                  Central Power and Light Company         74-0550600
                       (A Texas Corporation)
                       539 North Carancahua Street
                       Corpus Christi, Texas 78401-2802
                       (361) 881-5300

0-343                  Public Service Company of Oklahoma      73-0410895
                       (An Oklahoma Corporation)
                       212 East 6th Street
                       Tulsa, Oklahoma 74119-1212
                       (918) 599-2000

1-3146                 Southwestern Electric Power Company     72-0323455
                       (A Delaware Corporation)
                       428 Travis Street
                       Shreveport, Louisiana 71156-0001
                       (318) 673-3000

0-340                  West Texas Utilities Company            75-0646790
                       (A Texas Corporation)
                       301 Cypress Street
                       Abilene, Texas 79601-5820
                       (915) 674-7000


<PAGE>


GLOSSARY OF TERMS
The following abbreviations or acronyms used in this text are defined below:

Abbreviation or Acronym    Definition
AEP........................American Electric Power Company, Inc., Columbus, Ohio
AEP Merger.................Proposed Merger between AEP and CSW where CSW would
                           become a wholly owned subsidiary of AEP
CPL........................Central Power and Light Company, Corpus Christi,
                           Texas
CSW........................Central and South West Corporation, Dallas, Texas
CSW System.................CSW and its subsidiaries
Exchange Act...............Securities Exchange Act of 1934, as amended
MMbtu......................Million British thermal units
STP........................South Texas Project nuclear electric generating
                           station
Texas Commission...........Public Utility Commission of Texas
















FORWARD-LOOKING INFORMATION
This report made by CSW and certain of its subsidiaries contains forward-looking
statements  within the meaning of Section 21E of the Exchange Act.  Although CSW
and each of its  subsidiaries  believe  that  their  expectations  are  based on
reasonable  assumptions,  any such  statements may be influenced by factors that
could cause actual  outcomes and results to be materially  different  from those
projected.   Important  factors  that  could  cause  actual  results  to  differ
materially from those in the  forward-looking  statements  include,  but are not
limited to:

- -     the impact of the proposed AEP Merger including any regulatory  conditions
      imposed on the merger or the inability to consummate the AEP Merger,
- -     increased competition and the restructuring of the electric utility
      industry in the United States,
- -     federal and state regulatory  developments and changes in law which may
      have a substantial adverse impact on the value of CSW System generating
      and other assets,
- -     the impact of general economic changes in the United States and in
      countries in which CSW either currently has made or in the future may make
      investments,
- -     timing and adequacy of rate relief,
- -     adverse changes in electric load and customer growth,
- -     climatic changes or unexpected changes in weather patterns,
- -     changing fuel prices, generating plant and distribution facility
      performance,
- -     decommissioning costs associated with nuclear generating  facilities,
- -     costs associated with any year 2000 computer related failure(s) within the
      CSW System, with the electric grid or with supplier(s) that adversely
      affect the CSW System, and
- -     risks associated with hedging and other risk management techniques.



<PAGE>



ITEM 5.  OTHER EVENTS

      Proposed AEP Merger United Kingdom Regulatory Action
      On January  25,  2000,  AEP and CSW  announced  that the United  Kingdom's
Department of Trade and Industry approved the common ownership of United Kingdom
interests  resulting  from the proposed AEP Merger.  This  approval is the final
clearance  for the merger  required  in the United  Kingdom.  The  related  news
release is attached as Exhibit 99.1 and is incorporated by reference.

      Proposed  AEP Merger  United  States  Department  of Justice  Clearance On
      February 2, 2000, AEP and CSW announced that the Department of Justice has
completed its investigation in accordance with the  Hart-Scott-Rodino  Antitrust
Improvements  Act of 1976 and has  closed  the  investigation,  finding  that no
further action is warranted.  With this action, antitrust review of the proposed
merger by the  Department of Justice is  completed.  The related news release is
attached as Exhibit 99.2 and is incorporated by reference.

      CPL, Securitization Settlement Related to Texas Electric Utility
      Restructuring Legislation
      On  February  10,  2000,  the  Texas  Commission  tentatively  approved  a
settlement,  which will permit CPL to securitize  approximately  $764 million of
regulatory  assets.  The Texas Commission is expected to grant final approval on
February 28, 2000. The action is in accordance  with the  implementation  of the
Texas Electric Utility Restructuring Legislation.

      The  settlement  calls  for  CPL  to  reduce  its  proposed  amount  to be
securitized  from $1.27  billion to  approximately  $764  million of  regulatory
assets plus an estimated $28 million of other  qualified  costs.  The settlement
also calls for $290 million of the amount originally requested to be included in
the  calculation  of  stranded  costs  in  CPL's  April  2000  transmission  and
distribution  cost filing.  This filing will establish  stranded costs, of which
75% can be securitized and 25% can be recovered through a competitive transition
charge.

      The  securitization  amount was reduced by an  additional  $186 million to
reflect customer benefits associated with accumulated deferred income taxes. CPL
previously  had proposed to flow these benefits back to customers over a 14-year
transition period.

      CPL could issue the transition  bonds  associated with  securitization  as
early as March or April  2000,  depending  on timing of receipt  of a  financing
order from the Texas  Commission  and depending on market  conditions.  A second
phase of  securitization  could occur later in 2000.  CPL's  stranded  costs are
subject to a final determination by the Texas Commission in 2004.

      The related news  release is attached as Exhibit 99.3 and is  incorporated
by reference.

      CPL Financing, Floating Rate Notes
      In  anticipation of filing a Prospectus  Supplement to a Prospectus  dated
December 3, 1998, CPL provides the following information.

                            CPL Results of Operations
      CPL's net income for common stock for 1999 was $173.2  million,  which was
$18.5 million, or 12% higher than in 1998. Factors  contributing to the increase
were higher  electric  operating  revenues  and a decrease  in income  taxes and
interest  charges.  The  increase  in  net income for common stock was partially
offset by an increase in operating expenses.

      Electric  operating  revenues for 1999 were  $1,482.5  million,  which was
$76.4  million,  or 5%  higher  than  in  1998.  The  increase  consists  of the
following:  $13.4 million in  residential  markets,  $16.1 million in commercial
markets,  $21.1 million in industrial markets,  $9.2 million in sales for resale
and $16.6 million in other revenues.  Other revenues include adjustments related
to  transmission  revenues.  A major  portion of the increase in other  revenues
represents increases in fuel related revenues. In addition, there were increases
in non-fuel revenues, which were partially offset by the implementation of lower
base rates as ordered by the Texas Commission.

      Operating  expenses and taxes for 1999 were  $1,187.8  million,  which was
$64.6 million higher than in 1998. Fuel and purchased power expense increased by
$46.1  million,  or 11% when  compared to 1998.  The increase in fuel expense is
largely  attributable  to an increase in average  unit fuel costs.  Average unit
fuel costs  increased from $1.59 per MMbtu in 1998 to $1.72 per MMbtu in 1999 as
a result of higher  prices for natural gas  purchased  on the spot  market.  The
increase in  purchased  power  expense is due to an  increase in economy  energy

<PAGE>

purchases.  Other  operating  expenses  increased by $29.2 million,  or 11% when
compared to 1998.  This increase is due primarily to increases in  transmission,
distribution  and  outside  service  expenses.  Maintenance  expenses  for  1999
increased $6.4 million, or 10% when compared to 1998. This change was the result
of scheduled  power plant  repairs and  maintenance  including the refueling and
10-year inspection of STP Units 1 and 2.

      Depreciation and amortization expenses for 1999 decreased $7.1 million, or
4% when  compared  to 1998 due  primarily  to the  reclassification  of  certain
regulatory assets designated for securitization, which was offset in part by the
recognition of accelerated  capital  recovery of stranded costs under provisions
of the recently enacted Texas legislation.

      Taxes, other than income increased $2.9 million to $73.8 million resulting
from increases in franchise taxes for 1999. Income tax expenses  associated with
utility operations  decreased by $12.9 million, or 11% when compared to 1998 due
to lower taxable  income,  the  reclassification  of certain  income tax related
regulatory  assets designated for  securitization  consistent with the new Texas
legislation and adjustments related to prior year's taxes, offset in part by the
income tax related portion of the Texas state franchise tax.

      Interest charges for 1999 were $114.4 million, a decrease of $7.7 million,
or 6% when compared to 1998. The decrease in interest  charges was primarily the
result of the maturity and  reacquisition  of  approximately  $261.7  million of
long-term  debt during the year.  A portion of the  long-term  debt was replaced
with lower interest rate long-term debt.

      Partially  offsetting  the  increase in net income for common  stock was a
loss of $2.8 million on the redemption of CPL preferred stock.




ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)   Exhibits.

(12)  Ratio of Earnings to Fixed Charges
12.1 - CPL, Ratio of Earnings to Fixed Charges

(27)  Financial Data Schedule
27.1 - CPL, Financial Data Schedule

(99)  Additional Exhibits
99.1 - News release dated January 25, 2000, issued by AEP and CSW related to the
United Kingdom's Department of Trade and Industry's approval of common ownership
of United Kingdom interests resulting from the proposed AEP Merger.

99.2 - News  release  dated  February 2, 2000,  issued by AEP and CSW related to
antitrust  clearance  by the  United  States  Department  of  Justice of the AEP
Merger.

99.3 - News release dated February 11, 2000,  issued by CSW and CPL related to a
tentative  settlement  with  the  Texas  Commission   regarding   securitization
associated with the Texas Electric Utility Restructuring Legislation.


<PAGE>




SIGNATURES

      Pursuant to the  requirements  of the Securities  Exchange Act of 1934, as
amended,  each registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.


                             CENTRAL AND SOUTH WEST CORPORATION

Date:  February 14, 2000

                             By: /s/ Lawrence B. Connors
                                     Lawrence B. Connors
                                     Controller and Chief Accounting Officer
                                     (Principal Accounting Officer)



                             CENTRAL POWER AND LIGHT COMPANY
                             PUBLIC SERVICE COMPANY OF OKLAHOMA
                             SOUTHWESTERN ELECTRIC POWER COMPANY
                             WEST TEXAS UTILITIES COMPANY


Date:  February 14, 2000

                             By: /s/ R. Russell Davis
                                     R. Russell Davis
                                     Controller and Chief Accounting Officer
                                     (Principal Accounting Officer)








                                                                    Exhibit 12.1

Central Power and Light Company
Ratio of Earnings to Fixed Charges
For Years Ended December 31,

<TABLE>
<CAPTION>

                               1999       1998         1997       1996         1995
                             ---------------------------------------------------------
                                            (thousands, except ratios)
<S>                          <C>        <C>          <C>         <C>         <C>

Operating income             $294,672   $282,926     $251,367    $285,647    $282,184
Adjustments:
  Income taxes                 83,508    126,738       39,329      47,227      51,755
  Provision for deferred
    income taxes               17,337     (8,253)      34,484      51,476     (30,025)
  Deferred investment tax
    credits                    (5,207)    (3,858)      (4,819)     (5,553)     (5,789)
  Charges for investments
    and plant development
     costs, net of tax             --         --       (1,281)    (15,569)         --
  Other income and deductions   2,596        709        7,834       3,997      14,880
  Allowance for borrowed
     and equity funds used
        during construction     4,532      2,822        3,778       1,845       4,514
  Mirror CWIP amortization         --         --           --          --      41,000
                             ---------------------------------------------------------
        Earnings             $397,438   $401,084     $330,692    $369,070    $358,519
                             =========================================================

Fixed charges:
  Interest on long-term debt  $87,413    $93,301     $105,081    $110,375    $116,205
  Interest on short-term
    debt and other             19,498     19,506       20,613      18,494      19,926
  Distributions on Trust
    Preferred Securities       12,000     12,000        7,533          --          --
                             ---------------------------------------------------------
        Fixed charges        $118,911   $124,807     $133,227    $128,869    $136,131
                             =========================================================

Ratio of earnings to fixed
    charges                      3.34       3.21         2.48        2.86       2.63

</TABLE>


<TABLE> <S> <C>

<ARTICLE>  UT
<CIK> 0000018734
<NAME>  CENTRAL POWER AND LIGHT COMPANY
<SUBSIDIARY>
<NUMBER> 003
<NAME> CENTRAL POWER AND LIGHT COMPANY
<MULTIPLIER> 1,000

<S>                               <C>
<PERIOD-TYPE>                     12-MOS
<FISCAL-YEAR-END>                       DEC-31-1999
<PERIOD-END>                            DEC-31-1998
<BOOK-VALUE>                              PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                3,247,969
<OTHER-PROPERTY-AND-INVEST>                  2,552
<TOTAL-CURRENT-ASSETS>                     241,206
<TOTAL-DEFERRED-CHARGES>                    50,551
<OTHER-ASSETS>                           1,305,572
<TOTAL-ASSETS>                           4,847,850
<COMMON>                                   168,888
<CAPITAL-SURPLUS-PAID-IN>                  405,000
<RETAINED-EARNINGS>                        764,225
<TOTAL-COMMON-STOCKHOLDERS-EQ>           1,338,113
                            0
                                  5,967
<LONG-TERM-DEBT-NET>                     1,454,541
<SHORT-TERM-NOTES>                         322,158
<LONG-TERM-NOTES-PAYABLE>                        0
<COMMERCIAL-PAPER-OBLIGATIONS>                   0
<LONG-TERM-DEBT-CURRENT-PORT>              150,000
                        0
<CAPITAL-LEASE-OBLIGATIONS>                      0
<LEASES-CURRENT>                                 0
<OTHER-ITEMS-CAPITAL-AND-LIAB>           1,577,071
<TOT-CAPITALIZATION-AND-LIAB>            4,847,850
<GROSS-OPERATING-REVENUE>                1,482,475
<INCOME-TAX-EXPENSE>                       103,895
<OTHER-OPERATING-EXPENSES>               1,083,908
<TOTAL-OPERATING-EXPENSES>               1,187,803
<OPERATING-INCOME-LOSS>                    294,672
<OTHER-INCOME-NET>                           2,596
<INCOME-BEFORE-INTEREST-EXPEN>             297,268
<TOTAL-INTEREST-EXPENSE>                   114,380
<NET-INCOME>                               182,888
                  6,931
<EARNINGS-AVAILABLE-FOR-COMM>              173,194
<COMMON-STOCK-DIVIDENDS>                   148,000
<TOTAL-INTEREST-ON-BONDS>                   87,413
<CASH-FLOW-OPERATIONS>                     303,184
<EPS-BASIC>                                   0.00
<EPS-DILUTED>                                 0.00



</TABLE>


                                                                    Exhibit 99.1

                       UK REGULATOR CLEARS AEP-CSW MERGER

Columbus,  Ohio, and Dallas, Jan. 25, 2000-- The United Kingdom's  Department of
Trade and Industry  (DTI) today gave its approval to the common  ownership of UK
interests  resulting from the pending  merger of American  Electric Power (NYSE:
AEP) and Central and South West Corp. (NYSE: CSR). This approval was conditional
on the companies agreeing to certain assurances  concerning  operation of the UK
interests.

The  DTI,  a  UK  government   department   with   authority  over  mergers  and
acquisitions,  became  involved  because  AEP and  CSW  each  have an  ownership
interest in UK regional  electric  companies.  AEP owns 50 percent of  Yorkshire
Electricity Group and CSW owns Seeboard. The merger of the U.S. parent companies
created a merger situation in the UK by virtue of the common ownership of the UK
companies that will result from completion of the U.S. merger. This is the final
clearance for the merger required in the UK.

"We welcome the  announcement  by the DTI and have agreed to the  conditions the
regulators  have placed on our UK  operations,"  said E. Linn  Draper  Jr.,  AEP
chairman,  president and chief executive officer.  "The DTI decision  eliminates
any  uncertainty  surrounding  our continued  involvement  in the UK electricity
market and is a positive step for the AEP-CSW merger."

Among assurances listed by the DTI are:

- -     Yorkshire and Seeboard have sufficient resources and facilities to meeT
      customer service obligations;

- -     reasonable effort will be made to ensure Yorkshire and Seeboard maintain
      investment grade for all debt instruments; and

- -     Yorkshire and Seeboard will have a full separation of distribution and
      supply activities.

If the companies had not agreed to the  assurances,  the DTI could have referred
the  merger to the  Competition  Commission  for  further  review of any  public
interest issues in the UK resulting from the AEP-CSW merger.

The assurances will take effect when the AEP-CSW merger is completed.

"The DTI  decision  is great  news for our  merger,  but it does not mean we are
ready to announce a definitive  plan for Yorkshire and  Seeboard,"  Draper said.
"Any decision  requires the agreement and support of New Century Energies (NYSE:
NCE), our equal partner in Yorkshire. We will work with NCE to explore potential
opportunities to continuously improve our operations and competitive position in
the UK. The DTI  announcement  provides  a clearer  regulatory  framework  as we
continue our discussions with NCE."

AEP and CSW  announced  their  intention to merge on Dec.  22, 1997.  The merger
requires  approvals by the FERC, the Federal  Communications  Commission and the
Securities  and Exchange  Commission  and clearance by the Department of Justice
under the Hart-Scott-Rodino  Antitrust Improvements Act of 1976. Upon completion
of the merger, the new company will be called American Electric Power.

The administrative law judge who presided over the FERC merger hearing found the
AEP-CSW  merger to be  consistent  with the  public  interest.  AEP and CSW also
reached a  settlement  with the FERC trial  staff in which the staff  supports a
finding that the merger will have no adverse effect on competition.

The merger has received approval from state regulatory  commissions in Arkansas,
Louisiana, Oklahoma and Texas, the four states within CSW's service territory.

<PAGE>

AEP  and  CSW  have  announced  settlement  agreements  with  the  International
Brotherhood  of  Electrical  Workers  (IBEW) and the  Utility  Workers  Union of
America  (UWUA)  resulting in the IBEW and UWUA local unions  withdrawing  their
opposition  to  completion  of the merger;  as well as with the Indiana  Utility
Regulatory  Commission  (IURC) resulting in Indiana  customers  receiving merger
benefits and  including a commitment by the IURC not to oppose the merger during
consideration  of the merger agreement by the FERC and the SEC. AEP and CSW also
have announced a settlement agreement with key parties in Kentucky that has been
approved by the Kentucky Public Service Commission;  a settlement agreement with
the Michigan  Public  Service  Commission;  and a settlement  agreement with the
Missouri Public Service Commission  addressing that commission's  concerns about
the effect of the merger on retail  competition in the state. The Public Utility
Commission  of Ohio  (PUCO)  has  notified  the FERC  that the PUCO is no longer
opposing the pending merger or seeking conditions on the merger.

Additionally,  AEP and CSW have reached  settlements with a variety of wholesale
customers who had  intervened  in federal  proceedings.  The Nuclear  Regulatory
Commission has approved a license transfer application related to the merger.

Central and South West Corp. is a global,  diversified  public  utility  holding
company based in Dallas. CSW owns four electric operating  subsidiaries  serving
1.7 million  customers in Texas,  Oklahoma,  Louisiana and Arkansas;  a regional
electricity company in the United Kingdom; other international energy operations
and   non-utility   subsidiaries   involved   in   energy-related   investments,
telecommunications, energy efficiency and financial transactions.

AEP,  a  global  energy   company,   is  one  of  the  United  States'   largest
investor-owned  utilities,  providing energy to 3 million  customers in Indiana,
Kentucky,  Michigan,  Ohio,  Tennessee,  Virginia  and  West  Virginia.  AEP has
holdings in the United States, the United Kingdom,  China and Australia.  Wholly
owned  subsidiaries  provide power  engineering,  energy  consulting  and energy
management services around the world. The company is based in Columbus, Ohio.

                                           ###

News releases and other information about AEP can be found on the World Wide Web
at http://www.aep.com News releases and other information about CSW can be found
on the World Wide Web at http://www.csw.com.



                                                                    Exhibit 99.2


AEP-CSW Merger Gets Antitrust Clearance from Department of Justice


Columbus,  Ohio,  and Dallas,  Feb.  2,  2000-- The  pending  merger of American
Electric  Power  (NYSE:  AEP) and Central and South West Corp.  (NYSE:  CSR) has
received  antitrust  clearance  from the  Department  of Justice,  the companies
announced today.

AEP  and CSW  have  been  notified  by the  Department  of  Justice  that it has
completed its investigation in accordance with the  Hart-Scott-Rodino  Antitrust
Improvements  Act of 1976  and has  closed  the  investigation  finding  that no
further action is warranted. With this action, the Department's antitrust review
of the proposed merger is completed.

"The  antitrust  clearance is a very  positive and  significant  step toward the
completion of our merger," said E. Linn Draper Jr.,  AEP's  chairman,  president
and chief  executive  officer.  "The  Department of Justice  Antitrust  Division
conducted a full and thorough investigation,  one that required our companies to
provide  massive  volumes of  documents  for review.  Its staff  explored  every
possible  theory of potential  competitive  harm and concluded,  as we have long
maintained, that this merger poses no threat to competition.

"With  this  review  completed,  we can now focus on gaining  the final  federal
approvals necessary to complete the merger," Draper said.

AEP and CSW announced their intention to merge on Dec. 22, 1997.  Approvals that
remain  include the Federal Energy  Regulatory  Commission  (FERC),  the Federal
Communications  Commission  (FCC) and the  Securities  and  Exchange  Commission
(SEC).  Upon  completion of the merger,  the new company will be called American
Electric Power.

"The FERC has  indicated  it will act on our  merger no later than  February  or
March,"  Draper said.  "The SEC action  follows the FERC's  decision.  We are on
track to complete the approvals in the spring."

The administrative law judge who presided over the FERC merger hearing found the
AEP-CSW  merger to be  consistent  with the  public  interest.  AEP and CSW also
reached a  settlement  with the FERC trial  staff in which the staff  supports a
finding that the merger will have no adverse effect on competition.

The merger has received approval from state regulatory  commissions in Arkansas,
Louisiana, Oklahoma and Texas, the four states within CSW's service territory.

AEP  and  CSW  have  announced  settlement  agreements  with  the  International
Brotherhood  of  Electrical  Workers  (IBEW) and the  Utility  Workers  Union of
America  (UWUA)  resulting in the IBEW and UWUA local unions  withdrawing  their
opposition  to  completion  of the merger;  as well as with the Indiana  Utility
Regulatory  Commission  (IURC) resulting in Indiana  customers  receiving merger
benefits and  including a commitment by the IURC not to oppose the merger during
consideration  of the merger agreement by the FERC and the SEC. AEP and CSW also
have announced a settlement agreement with key parties in Kentucky that has been
approved by the Kentucky  Public  Service  Commission;  a  settlement  agreement
approved by the Michigan Public Service Commission;  and a settlement  agreement
with  the  Missouri  Public  Service  Commission  addressing  that  commission's
concerns about the effect of the merger on retail  competition in the state. The

<PAGE>

Public Utility  Commission of Ohio (PUCO) has notified the FERC that the PUCO is
no longer opposing the pending merger or seeking conditions on the merger.

Additionally,  AEP and CSW have reached  settlements with a variety of wholesale
customers who had  intervened  in federal  proceedings.  The Nuclear  Regulatory
Commission has approved a license transfer application related to the merger.

Central and South West Corp. is a global,  diversified  public  utility  holding
company based in Dallas. CSW owns four electric operating  subsidiaries  serving
1.7 million  customers in Texas,  Oklahoma,  Louisiana and Arkansas;  a regional
electricity company in the United Kingdom; other international energy operations
and   non-utility   subsidiaries   involved   in   energy-related   investments,
telecommunications, energy efficiency and financial transactions.

AEP,  a  global  energy   company,   is  one  of  the  United  States'   largest
investor-owned  utilities,  providing energy to 3 million  customers in Indiana,
Kentucky,  Michigan,  Ohio,  Tennessee,  Virginia  and  West  Virginia.  AEP has
holdings in the United States, the United Kingdom,  China and Australia.  Wholly
owned  subsidiaries  provide power  engineering,  energy  consulting  and energy
management services around the world. The company is based in Columbus, Ohio.





                                                                    Exhibit 99.3
CSW
Central and South West Corporation
News Release

FOR IMMEDIATE RELEASE



                  PUCT Grants Tentative Approval of Settlement
                      Regarding CPL Securitization Request


Dallas,  Texas (Feb. 11, 2000) -- The Public Utility  Commission of Texas (PUCT)
on Thursday  tentatively  approved a  settlement  which will permit  Central and
South West  Corporation's  (NYSE:  CSR) Central  Power and Light  Company  (CPL)
subsidiary to securitize  approximately  $764 million of regulatory  assets. CPL
expects the PUCT to issue a final order by Feb. 28. The action is in  accordance
with  the   implementation   of  Texas   Senate  Bill  7  on  Electric   Utility
Restructuring.

In October  1999,  CPL  originally  filed a request with the PUCT to  securitize
approximately $1.27 billion of its retail generation-related  regulatory assets.
Since then, CPL has negotiated  with various parties to the case in an effort to
reach a settlement on the appropriate securitization amount.

The settlement with the PUCT staff,  the Office of Public Utility  Counsel,  the
Texas  Industrial  Energy  Consumers,  and the  State of Texas  calls for CPL to
reduce the amount to be securitized from the $1.27 billion originally  requested
to  approximately  $764 million of regulatory  assets plus other qualified costs
currently  estimated  to be $28  million.  The  settlement  also  calls for $290
million of the regulatory assets  originally  requested to be securitized in the
October 1999 filing to be included in the calculation of stranded costs in CPL's
April 2000 transmission and distribution cost filing. This filing will establish
stranded  costs of which 75 percent  can be  securitized  and 25 percent  can be
recovered through a competitive transition charge.

The  securitization  amount was reduced by an additional $186 million to reflect
the present value customer benefits associated with accumulated  deferred income
taxes. CPL previously had proposed to flow these benefits back to customers over
a 14-year transition period.

<PAGE>

"This  settlement  relating  to the  amount  of  stranded  costs  that  CPL  can
securitize  is an important  step in bringing  lower rates to customers  through
competition,"  said CPL President and General  Manager  Gonzalo  Sandoval.  "The
settlement will help create a robust  competitive market when retail competition
is implemented and customers can choose their electricity provider."

Texas Senate Bill 7 on Electric Utility  Restructuring  provides a mechanism for
the  recovery  of  costs  left  stranded  as a  result  of  implementing  retail
competition.  This mechanism is the securitization or the subsequent refinancing
of the debt and equity associated with facilities built under a regulated market
structure.  Over the long-term,  securitization will result in recovery of CPL's
regulatory assets over a shorter period of time. These costs currently are being
collected  from customers in rates.  Securitization  allows the costs to be paid
off  sooner,  resulting  in lower  customer  prices  in the  future  than  would
otherwise be possible.

CPL could issue the transition bonds as early as March or April 2000,  depending
on timing of receipt of a financing  order from the PUCT and depending on market
conditions.  A second phase of securitization  should occur later in 2000. CPL's
stranded costs are subject to a final determination by the PUCT in 2004.

CPL  customers  will not see any  change  in  current  rates as a result  of the
securitization. Senate Bill 7 freezes existing base rates until Jan. 1, 2002. At
that point, residential and small commercial customers (those having an electric
load of less than 1 megawatt) who remain customers of the CPL's affiliate retail
electric  provider  will see an overall  price  reduction  of 6 percent from the
price  levels  charged on Jan.  1, 1999.  The  investor-owned  utility's  retail
electric  provider must continue to offer this "price to beat" for five years or
until 40 percent of the customers in that rate class switch electric providers.

Central and South West  Corporation  is a Dallas-based  public  utility  holding
company  that owns four U.S.  electric  utility  subsidiaries  with 1.7  million
customers,  a regional  electricity  company serving 2 million  customers in the
United  Kingdom,  and  non-utility   subsidiaries   involved  in  energy-related
investments  as well  as  subsidiaries  that  offer  telecommunications,  energy
efficiency  and  financial  transactions.  On Dec.  22,  1997,  CSW  announced a
definitive  merger  agreement for a tax-free,  stock-for-stock  transaction with
Columbus, Ohio-based American Electric Power Company, Inc. On Dec. 16, 1999, AEP
and CSW amended the  agreement  to extend the date after which  either party may
terminate the merger agreement to June 30, 2000.


                                           ###

Media contact:  Larry Jones,  communications project coordinator for Central and
South West Corporation, 214 777-1276.

Financial  community  contact:  Becky Hall,  director of investor  relations for
Central and South West Corporation, 214 777-1277.




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