UNITED STATES
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, 1999
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, 1999 and 1998, and the related statements of changes in net
assets available for benefits for each of the three years ended December 31,
1999. 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 auditing standards generally accepted
in the United States. 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, 1999, and 1998, and the changes in its net assets available for
benefits for each of the three years ended December 31, 1999, in conformity with
accounting principles generally accepted in the United States.
Our audits were performed 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 supplemental schedules
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 28, 2000
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31
(Thousands)
1999 1998
----------- -----------
Assets
Investments (See Note 4 ) $ 752,829 $ 731,457
Receivables:
Employer contributions 520 539
Participant contributions 1,003 1,031
Accrued income 1,015 4,584
----------- -----------
Total receivables 2,538 6,154
----------- -----------
Total Assets 755,367 737,611
----------- -----------
Liabilities
Accounts payable 1,889 -
Accrued expenses 287 515
----------- -----------
Total Liabilities 2,176 515
----------- -----------
Net assets available for benefits $ 753,191 $ 737,096
=========== ===========
The accompanying notes are an integral part of these financial statements.
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31
(Thousands)
<TABLE>
<CAPTION>
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
Additions:
Investment Income
Net (depreciation)/appreciation in fair value
of investments* $(20,748) $ 9,964 $ 29,820
Net realized (loss)/gain on sale of investments* (1,803) 10,941 (3,659)
Net realized loss on common stock* (576) (108) (380)
Interest 11,889 10,839 7,537
Interest on loans 2,636 2,780 2,740
Dividends 38,399 42,496 38,748
Less: Administrative and investment expenses
(See Note 2) (1,046) (1,416) (1,138)
--------- --------- ---------
Net investment income 28,751 75,496 73,668
--------- --------- ---------
Contributions
Employers 14,923 14,676 10,890
Participants 29,101 28,866 23,313
--------- --------- ---------
Total contributions 44,024 43,542 34,203
--------- --------- ---------
Total additions 72,775 119,038 107,871
--------- --------- ---------
Deductions:
Benefits distributed to participants 56,680 50,362 40,929
--------- --------- ---------
Total deductions 56,680 50,362 40,929
--------- --------- ---------
Net increase 16,095 68,676 66,942
Net assets available for benefits:
Beginning of year 737,096 668,420 601,478
--------- --------- ---------
End of year $ 753,191 $ 737,096 $ 668,420
========= ========= =========
</TABLE>
* See Note 4
The accompanying notes are an integral part of these financial statements.
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(1) DESCRIPTION OF THE PLAN
The Central and South West Corporation (CSW or 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 as of December 31, 1999:
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.
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; Manager, Plan Design; 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, 1999 and 1998, there were 7,917 and 8,021
participants in the Plan, respectively.
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 participant's
compensation, subject to certain limitations. All contributions are participant
<PAGE>
directed. 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, 1999,
1998, and 1997 were $380,746, $244,904, and $60,586, respectively.
Net contributions made to the Plan by the employers and the participants for
the years ended December 31, 1999, 1998, and 1997, were approximately
$44,024,000, $43,542,000, and $34,203,000, respectively.
Participant Accounts
Each participant's account is credited with the participant's
contribution and allocations of (a) the employer's contribution and (b) Plan
earnings, and charged with an allocation of administrative expenses. Allocations
are based on participant earnings or account balances as defined. The benefit to
which a participant is entitled is the benefit that can be provided from the
participant's vested account.
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 (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) A full-time 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. (iii) A participant may now contribute up to 15% of
his/her total compensation on a pre-tax or after-tax basis, instead of 12%. (iv)
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.
Participant Loans
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 1999, 1998, and 1997
were 8.875%, 9.4375% and 9.4375% respectively. Payments of principal and
interest are credited to each investment fund based on the employee's investment
election at the time of repayment.
(2) SUMMARY OF ACCOUNTING POLICIES
Basis of Accounting
These financial statements are prepared on the accrual basis of accounting.
The Corporation, as plan sponsor, has adopted SOP 99-3, "Accounting for and
Reporting of Certain Defined Contribution Plan Investments and Other Disclosure
Matters". All financial statements and footnote disclosures have been
reclassified or modified to reflect this change.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States 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.
Investment Valuation and Income Recognition
The Plan's investments are stated at fair value. Quoted market prices are
used to value investments. Shares of mutual funds are valued at the net asset
value of shares held by the Plan at year end. Purchases and sales of securities
are recorded on a trade date basis.
Stock Purchases
Shares of CSW Corporation stock for the Plan are purchased in the open
market, 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
<PAGE>
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 1999, 1998, and 1997, these expenses were
$1,046,000, $1,416,000, and $1,138,000, respectively.
Related-Party Transactions
Certain Plan investments are shares of the EB Temporary Investment Fund
managed by Mellon Bank. Mellon Bank is the trustee as defined by the Plan and
therefore, these transactions qualify as party in interest transactions. Fees
paid by the Plan for the investment management services amounted to $189,000,
$69,000 and $101,000 for the years ended December 31, 1999, 1998 and 1997,
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, 1999 and 1998 there was approximately $1,950,000 and
$1,993,000, respectively, in the account which represents the following items:
December 31,
1999 1998
---- ----
Outstanding participant distributions $ 265,000 $ 825,000
Short term earnings on the account 709,000 663,000
Forfeitures not yet used to offset contributions 780,000 401,000
Other miscellaneous items 196,000 104,000
---------- ----------
$1,950,000 $1,993,000
========== ==========
There were no contributions remaining in the holding account at December
31, 1999 and 1998 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 August 17, 1999, that the Retirement Savings Plan and related
trust are designed in accordance with applicable sections of the Internal
Revenue Code (IRC). The plan administrator believes that the Plan is designed
and is currently being operated in compliance with the applicable requirements
of the IRC.
(3) TERMINATION OF PARTICIPATING EMPLOYERS
Effective December 31, 1998, C3 Communications, Inc. terminated its
partnership with ChoiceCom, a participating employer, and ICG Communications,
Inc. purchased ChoiceCom's 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.
<PAGE>
(4) INVESTMENTS
The fair market values of individual assets that represent 5% or more of the
Plan's net assets as of December 31, 1999 and 1998 are as follows (in
thousands):
1999:
Central and South West Corporation Common Stock $175,648
Fixed Income Fund - LaSalle Income Plus Fund 93,235
Capital Appreciation Fund - Harbor Fund 57,467
Capital Appreciation Fund - Twentieth Century
Investors Ultra Fund 64,251
Capital Appreciation Fund - Janus Fund 57,645
Growth and Income Fund - Waddell & Reed United
Income Fund 47,401
Growth and Income Fund - ICAP Funds Equity
Portfolio 43,915
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
Investors Ultra Fund 44,745
Growth and Income Fund - American Mutual Fund 42,420
Growth and Income Fund - Waddell & Reed United
Income Fund 40,626
Growth and Income Fund - Windsor II Fund 37,293
The Plan's investments (including gains and losses on investments bought
and sold, as well as held during the year) appreciated (depreciated) in value by
($23,127,249), $20,797,991 and $25,780,477 as follows (in thousands):
Year Ended December 31,
1999 1998 1997
---- ---- ----
Registered Investment Companies $ 42,586 $ 17,525 $ 11,510
Central and Southwest
Corporation Common Stock (63,117) 2,961 14,203
U.S. Government Securities (2,596) 311 68
-------- -------- --------
$(23,127) $ 20,797 $25,781
======== ======== ========
Risks and Uncertainties
The Plan's invested assets consist of stocks, bonds, fixed income
securities, and other investment securities. Investment securities are exposed
to various risks such as interest rate, market and credit risk. Due to the level
of risk associated with certain investment securities and the level of
uncertainty related to changes in the value of investment securities, it is at
least reasonably possible that changes in risks in the near term may materially
affect participants' account balances and the amounts reported in the statement
of net assets available for plan benefits and the statement of changes in net
assets available for plan benefits.
<PAGE>
(5) 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,
1999 1998
---- ----
Net assets available for benefits,
per the financial statements $753,191 $737,096
Amounts allocated to withdrawing participants (1,796) (1,139)
----------- -----------
Net assets available for benefits,
per the Form 5500 $751,395 $735,957
=========== ===========
The following is a reconciliation of benefits distributed to participants per
the financial statements to the Form 5500 (in thousands):
Year Ended December 31,
1999 1998 1997
---- ---- ----
Benefits distributed per the financial statements $56,680 $ 50,362 $ 40,929
Amounts allocated to withdrawing participants,
at December 31 1,796 1,139 1,396
Amounts allocated to withdrawing participants,
at December 31 (prior year) (1,139) (1,396) (1,427)
------- ------- -------
Benefits paid to participants per the Form 5500 $57,337 $50,105 $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.
(6) 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 the Employee Retirement Income
Security Act of 1974 (ERISA). In the event of termination of the Plan,
participants will become 100 percent vested in their accounts.
(7) SUBSEQUENT EVENTS
Fidelity Investments Appointed as Trustee
Effective May 15, 2000, Fidelity Investments was appointed Trustee and
Recordkeeper for the Plan. All Plan assets were transferred to Fidelity's
custody as of that date. Some enhancements were made to the Plan in conjunction
with the change to Fidelity. Participants are immediately vested in the
employer's contributions made to their account. Therefore, there will be no
additional forfeitures. In addition, participants who terminate their employment
with the Corporation and have outstanding loans may elect the option of paying
off the balance under the existing terms over the remaining life of the loan.
AEP Merger
On June 15, 2000, CSW and American Electric Power, Inc. (AEP) merged. The
merger was a tax-free stock for stock transaction with AEP being the surviving
corporation. Pursuant to the terms of the merger agreement, each outstanding
share of common stock, par value $3.50 per share, of CSW (other than shares
owned by AEP and CSW) was converted into the right to receive 0.6 of a share of
common stock, par value $6.50 per share, of AEP.
<PAGE>
The shares of CSW common stock in the Plan Stock Option will be replaced
with AEP common stock at the same ratio of 0.6 shares. The value of the
Corporation's common stock in the Plan would have been approximately $6.3
million less had the merger been consummated at December 31, 1999. The Plan
sponsor does not anticipate any adverse or material effects to the Plan due to
the merger. It is unknown at this time if the Plan will be terminated or merged
with the AEP plan in the future.
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
RETIREMENT SAVINGS PLAN, PLAN #002
SCHEDULE H Item 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
FIXED INCOME FUND
AS OF DECEMBER 31, 1999
(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>
U.S. GOVERNMENT SECURITIES:
FEDERAL HOME LOAN MTG CORP. FEDERAL HOME LN BK CONS BDS ZEROCPN $ 18,858 $ 19,137
FEDERAL HOME LOAN MTG CORP MTG FEDERAL HOME LN MTG CORP
MATURITY DATE 5/15/2002, RATE 5.50% 4,913 4,880
FEDERAL HOME LOAN MTG CORP MTG GROUP #B0-0455 DD 11/01/94
MATURITY DATE 12/01/2003, RATE 9.00% 241 234
FEDERAL HOME LOAN MTG CORP MTG GROUP #B0-0511 DD 05/01/98
MATURITY DATE 05/01/2006, RATE 9.50% 157 155
FEDERAL HOME LOAN MTG CORP MTG GROUP #B0-0623 DD 01/01/97
MATURITY DATE 06/01/2006, RATE 9.00% 326 320
FEDERAL HOME LOAN MTG CORP MTG GROUP #B0-0669 DD 01/01/98
MATURITY DATE 08/01/2005, RATE 9.00% 861 845
FEDERAL HOME LOAN MTG CORP MTG GROUP #E0-0016 DD 02/01/1991
MATURITY DATE 02/01/2006, RATE 9.00% 339 329
FEDERAL HOME LOAN MTG CORP MTG GROUP #G1-0011 DD 06/01/1991
MATURITY DATE 02/01/2006, RATE 10.00% 297 290
FEDERAL HOME LOAN MTG CORP MTG GROUP #G1-0453 DD 02/01/1996
MATURITY DATE 06/01/2007, RATE 9.00% 295 285
FEDERAL HOME LOAN MTG CORP MTG GROUP #17-0128 DD 06/01/1985
MATURITY DATE 06/01/2015, RATE 11.50% 51 50
</TABLE>
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
RETIREMENT SAVINGS PLAN, PLAN #002
SCHEDULE H Item 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
FIXED INCOME FUND
AS OF DECEMBER 31, 1999
(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>
FEDERAL HOME LOAN MTG CORP MTG PTC CTF GROUP #20-0100 DD 03/01/1992
MATURITY DATE 11/01/2005, RATE 9.50% $ 715 $ 699
FEDERAL HOME LOAN MTG CORP MTG PTC CTF GROUP #20-0112 DD 07/01/1994
MATURITY DATE 11/01/2005, RATE 9.50% 230 219
FEDERAL HOME LOAN MTG CORP MTG PTC CTF GROUP #38-0062 DD 11/01/1989
MATURITY DATE 11/01/2004, RATE 9.50% 301 294
FEDERAL HOME LOAN MTG CORP MULTICLASS MTG GROUP #50-4019 DD 03/01/1996
MATURITY DATE 03/01/2006, RATE 9.00% 224 217
FEDERAL HOME LOAN MTG CORP MULTICLASS MTG GROUP #50-4124 DD 07/01/1997
MATURITY DATE 04/01/2005, RATE 9.00% 231 224
FEDERAL HOME LOAN MTG CORP MULTICLASS CTF GROUP #50-4132 DD 10/01/1997
MATURITY DATE 07/01/2006, RATE 9.00% 557 538
FEDERAL HOME LOAN MTG CORP MTG GROUP #54-6107 DD 03/01/1990
MATURITY DATE 01/01/2016, RATE 11.25% 107 103
FEDERAL HOME LOAN MTG CORP MTG GROUP #55-5287 DD 04/01/1996
MATURITY DATE 05/01/2011, RATE 9.75% 503 487
FEDERAL NATL MTG ASSN GTD MTG PASS POOL #0050412 DD 3/01/1991
THRU CTF MATURITY DATE 03/01/2006, RATE 9.00% 289 284
FEDERAL NATL MTG ASSN GTD MTG PASS POOL #0070722 DD 01/01/1991
THRU CTF MATURITY DATE 01/01/2006, RATE 9.00% 270 263
FEDERAL NATL MTG ASSN GTD MTG PASS POOL #0124253 DD 03/01/1992
THRU CTF MATURITY DATE 12/01/2006, RATE 9.50% 186 180
</TABLE>
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
RETIREMENT SAVINGS PLAN, PLAN #002
SCHEDULE H Item 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
FIXED INCOME FUND
AS OF DECEMBER 31, 1999
(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>
FEDERAL NATL MTG ASSN GTD MTG PASS POOL #0303262 DD 03/01/1995
THRU CTF MATURITY DATE 05/01/2007, RATE 9.50% $ 1,926 $ 1,869
FEDERAL NATL MTG ASSN GTD MTG PASS POOL #0313293 DD 12/01/1996
THRU CTF MATURITY DATE 01/01/2012, RATE 6.50% 7,345 7,074
FEDERAL NATL MTG ASSN GTD MTG PASS POOL #0313430 DD 02/01/1997
THRU CTF MATURITY DATE 03/01/2012, RATE 6.50% 2,170 2,090
FEDERAL NATL MTG ASSN GTD MTG PASS POOL #0313592 DD 06/01/1997
THRU CTF MATURITY DATE 02/01/2001, RATE 11.00% 208 200
FEDERAL NATL MTG ASSN GTD MTG PASS POOL #0341615 DD 03/01/1996
THRU CTF MATURITY DATE 03/01/2008, RATE 9.50% 543 532
FEDERAL NATL MTG ASSN GTD MTG PASS POOL #0362457 DD 10/01/1996
THRU CTF MATURITY DATE 06/01/2002, RATE 8.5% 558 556
FEDERAL NATL MTG ASSN GTD MTG PASS POOL #0415828 DD 02/01/1998
THRU CTF MATURITY DATE 12/01/2012, RATE 9.00% 1,161 1,149
FEDERAL NATL MTG ASSN GTD MTG PASS POOL #0426810 DD 04/01/1998
THRU CTF MATURITY DATE 05/01/2005, RATE 9.00% 1,321 1,294
FHA PROJ #13-2741729 DLJ MTG DD 04/01/1997
MATURITY DATE 01/25/2007, RATE 5.150% 348 348
GOVT NATL MTG ASSN MODIFIED PASS POOL #0040476 DD 04/01/1980
THRU CTF MATURITY DATE 03/15/2010, RATE 11.50% 60 57
</TABLE>
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
RETIREMENT SAVINGS PLAN, PLAN #002
SCHEDULE H Item 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
FIXED INCOME FUND
AS OF DECEMBER 31, 1999
(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>
GOVT NATL MTG ASSN MODIFIED PASS POOL #0057188 DD 05/01/1983
THRU CTF MATURITY DATE 05/15/2013, RATE 11.50% $ 27 $ 26
GOVT NATL MTG ASSN MODIFIED PASS POOL #0058631 DD 04/01/1983
THRU CTF MATURITY DATE 03/15/2013, RATE 11.50% 37 35
GOVT NATL MTG ASSN MODIFIED PASS POOL #0061340 DD 02/01/1983
THRU CTF MATURITY DATE 02/15/2013, RATE 11.50% 113 109
GOVT NATL MTG ASSN MODIFIED PASS POOL #0064555 DD 09/01/1983
THRU CTF MATURITY DATE 09/15/2013, RATE 11.50% 19 18
GOVT NATL MTG ASSN MODIFIED PASS POOL #0071263 DD 07/01/1983
THRU CTF MATURITY DATE 07/15/2013, RATE 11.50% 23 23
GOVT NATL MTG ASSN MODIFIED PASS POOL #0140158 DD 09/01/1985
THRU CTF MATURITY DATE 09/15/2015, RATE 11.50% 17 16
GOVT NATL MTG ASSN MODIFIED PASS POOL #0144095 DD 11/01/1985
THRU CTF MATURITY DATE 11/15/2015, RATE 11.50% 1 1
GOVT NATL MTG ASSN MODIFIED PASS POOL #0780306 DD 01/01/1996
THRU CTF MATURITY DATE 11/15/2006, RATE 9.00% 247 241
GOVT NATL MTG ASSN MODIFIED PASS POOL #0780321 DD 02/01/1996
THRU CTF MATURITY DATE 07/15/2007, RATE 9.50% 1,537 1,513
GOVT NATL MTG ASSN MODIFIED PASS POOL #0780328 DD 02/01/1996
THRU CTF MATURITY DATE 10/15/2006, RATE 10.00% 254 242
</TABLE>
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
RETIREMENT SAVINGS PLAN, PLAN #002
SCHEDULE H Item 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
FIXED INCOME FUND
AS OF DECEMBER 31, 1999
(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>
F N M A GTD REMIC PASS THRU CTF 1994-51 CTF
MATURITY DATE 04/25/2018, RATE 5.750% $ 494 $ 501
F N M A GTD REMIC PASS THRU CTF 1997-M1 CTF
MATURITY DATE 01/17/2003, RATE 6.7831% 1,083 1,073
F N M A GTD REMIC PASS THRU CTF CTF93-199PE P/T
MATURITY DATE 07/25/2018, RATE 5.650% 565 567
F N M A GTD REMIC PASS THRU CTF 1999-M3 P/T
MATURITY DATE 05/25/2008, RATE VAR 3,268 3,072
FEDERAL HOME LOAN MTG CORP MULTICLASS CTF SERF31 D ZERO
MATURITY DATE 04/25/2024 3,880 4,190
FEDERAL HOME LOAN MTG CORP MULTICLASS CTF P/CF1615E 0.053
MATURITY DATE 08/15/2006, RATE 5.300% 345 365
FEDERAL HOME LOAN MTG CORP MULTICLASS CTF P/C1697PG
MATURITY DATE 04/15/2006, RATE 5.800% 2,595 2,588
FEDERAL HOME LOAN MTG CORP MULTICLASS CTF 2127 TD
MATURITY DATE 01/15/2011, RATE 6.000% 4,009 3,907
FEDERAL NATL MTG ASSN GTD MTN FLTG RT
MATURITY DATE 08/02/2000, 19,986 19,998
USA TREAS NTS MATURITY DATE 05/15/2004, RATE 5.25% 12,156 11,981
-------- --------
TOTAL $ 96,247 $ 95,668
-------- --------
</TABLE>
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
RETIREMENT SAVINGS PLAN, PLAN #002
SCHEDULE H Item 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
FIXED INCOME FUND
AS OF DECEMBER 31, 1999
(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>
COMMON/COLLECT TRUST FUNDS:
LASALLE NATIONAL TRUST INCOME PLUS FUND $ 93,235 $ 93,235
-------- --------
* MELLON BANK EB TEMPORARY INVESTMENT FUND, RATE 5.51% $ 16,900 $ 16,900
-------- --------
TOTAL $ 110,135 $ 110,135
-------- --------
TOTAL GENERAL INVESTMENTS $ 206,382 $ 205,803
======== ========
</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, 1999, 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
SCHEDULE H Item 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
ASSET ALLOCATION FUND
AS OF DECEMBER 31, 1999
(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 $ 3,449 $ 3,986
VENTURE ADVISORS DAVIS NEW YORK VENTURE FUND 3,976 6,942
THE VANGUARD GROUP VANGUARD S/T CORPORATE BOND FUND #9876566232 12,122 11,900
AMERICAN FUNDS SERVICE COMPANY EUROPACIFIC GROWTH FUND #59078586 3,816 6,522
AMERICAN FUNDS SERVICE COMPANY WASHINGTON MUTUAL FUND #58483115-01 5,913 6,210
-------- --------
TOTAL GENERAL INVESTMENTS $ 29,276 $ 35,560
======== ========
</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, 1999, 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
SCHEDULE H Item 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
GROWTH AND INCOME FUND
AS OF DECEMBER 31, 1999
(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:
ICAP FUNDS, INC EQUITY PORTFOLIO $ 41,809 $ 43,915
WADDELL & REED UNITED INCOME FUND #21281167-621 39,775 47,401
THE VANGUARD GROUP WINDSOR II FUND #9846629536 35,141 29,385
--------- ----------
TOTAL GENERAL INVESTMENTS $ 116,725 $ 120,701
========= ==========
</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, 1999, 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
SCHEDULE H Item 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
CAPITAL APPRECIATION FUND
AS OF DECEMBER 31, 1999
(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 $ 34,915 $ 57,645
HARBOR FUND CAPITAL APPRECIATION FUND 49,173 57,467
TWENTIETH CENTURY INVESTORS TWENTIETH CENTURY INVESTORS ULTRA #22001330733 49,777 64,251
--------- ---------
TOTAL GENERAL INVESTMENTS $ 133,865 $ 179,363
========= =========
</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, 1999, 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
SCHEDULE H Item 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
CSW CORPORATION STOCK FUND
AS OF DECEMBER 31, 1999
(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 8,782,402 SHARES COMMON STOCK, $191,385 $ 175,648
$3.50 PAR VALUE
* MELLON BANK EB TEMPORARY INVESTMENT FUND, RATE 5.51% 6,305 6,305
-------- --------
TOTAL GENERAL INVESTMENTS $197,690 $ 181,953
======== ========
</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, 1999, 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
SCHEDULE H Item 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
LOAN FUND
AS OF DECEMBER 31, 1999
(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%. $ - $ 29,449
---------- ----------
TOTAL GENERAL INVESTMENTS $ - $ 29,449
========== ==========
TOTAL OF RETIREMENT SAVINGS PLAN ASSETS HELD
FOR INVESTMENT PURPOSES: $ 683,938 $ 752,829
========== ==========
</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, 1999, AS REQUIRED BY THE DEPARTMENT OF LABOR RULES AND REGULATIONS FOR
REPORTING AND DISCLOSURE.
<PAGE>
CENTRAL AND SOUTH WEST CORPORATION
RETIREMENT SAVINGS PLAN
SCHEDULE H LINE 4j - SCHEDULE OF REPORTABLE TRANSACTIONS
AS OF DECEMBER 31, 1999
EIN: 51-0007707
<TABLE>
<CAPTION>
(a)(b) (c) (d) (e) (f) (g) (h) (i)
Description of asset and Current value
Identity of party involved Expense of asset on
(include interest rate and Purchase Selling Lease incurred with Cost transaction Net gain
maturity in case of a loan) Price Price Rental transaction of asset date or (loss)
------------------------------------- --------- -------- -------- ---------- ---------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
HOLDING ACCOUNT
EB Temporary Investment Fund
(114) Transactions 39,000,523 - - 39,000,523 39,000,523 -
(138) Transactions 39,050,016 - - 39,050,016 39,050,016 -
</TABLE>
This supplemental schedule lists individual and series of transactions in
excess of 5% of the fair market value of plan assets at January 1, 1999, 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/ Wendy Hargus
Treasurer
Central and South West Corporation
Assistant Treasurer
American Electric Power, Inc.
Date: June 28, 2000
<PAGE>
INDEX TO EXHIBIT
EXHIBIT TRANSMISSION
NUMBER DESCRIPTION METHOD
------ ----------- ------
1 CONSENT OF INDEPENDENT ELECTRONIC
PUBLIC ACCOUNTANTS
(ARTHUR ANDERSEN LLP)
DALLAS, TEXAS)
