CENTRAL POWER & LIGHT CO /TX/
8-K, 1997-01-31
ELECTRIC SERVICES
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                       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 Report (Date of earliest event reported):    January 7, 1997

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, TX 75202-1234
                       (214) 777-1000


0-346                  CENTRAL POWER AND LIGHT COMPANY             74-0550600
                       (A Texas Corporation)
                       539 North Carancahua Street
                       Corpus Christi, TX 78401-2802
                       (512) 881-5300


1-3146                 SOUTHWESTERN ELECTRIC POWER COMPANY         72-0323455
                       (A Delaware Corporation)
                       428 Travis Street
                       Shreveport, Louisiana 71156-0001
                       (318) 222-2141


             This combined Form 8-K is separately filed by Central and South
West Corporation, Central Power and Light Company and Southwestern Electric
Power Company. Information contained herein relating to any individual
Registrant is filed by such Registrant on its own behalf. Each other Registrant
makes no representation as to information relating to other Registrants.


ITEM 5.  OTHER EVENTS

         CENTRAL AND SOUTH WEST CORPORATION (CSW) COMMON STOCK DIVIDEND
         On January 23, 1997, CSW's board of directors announced that CSW's
quarterly dividend on its common stock will be maintained at its current level
of $.435 per share for 1997, indicating an annual dividend rate of $1.74 per
share. The next quarterly dividend is payable on February 28, 1997 to
shareholders of record on February 7, 1997.
         The decision to maintain the dividend at its current level is based
upon several factors including CSW's goal to achieve a 75 percent dividend
payout ratio and increased regulatory uncertainty facing both CSW and the
electric utility industry. Two of CSW's U.S. electric utility subsidiaries
currently are in rate proceedings before state regulatory commissions. The
status of the Central Power and Light Company (CPL) rate case is set forth
below. The decision to retain more earnings is expected to permit CSW to further
strengthen its cash flow in order to fund utility and non-utility investments
and support growing non-utility businesses.

         CPL RATE REVIEW DOCKET NO. 14965
         On January 21, 1997, administrative law judges (the ALJs) for the State
Office of Administrative Hearings issued a Proposal for Decision on the CPL
request for $71 million in rate relief. If the ALJs' proposal is approved by the
Public Utility Commission of Texas (Texas Commission), CPL's annual revenues
will increase by approximately $7.2 million, the net result of a recommended
base rate reduction of $5.2 million and increased revenue collections through
two surcharges. The $7.2 million recommended revenue increase is made up of the
following components:

                  * A $10.3 million reduction in kilowatt-hour-related revenues,
                  * An increase of $5.1 million in miscellaneous revenues 
       (customer connect charges, insufficient check charges and other fees),
                  * A $4.3 million annual surcharge applied over three years to
       recover rate case expenses, and 
                  * Annual recovery of $8.1 million for demand-side management 
       expenditures through a separate surcharge.

         A factor contributing significantly to the difference between the $71
million retail base rate increase originally requested by CPL and the ALJs'
proposal is the recommended reduction in CPL's requested return on equity from
12.25 percent to 10.9 percent which would result in a reduction of $31 million
in CPL's requested base rate increase.
         The ALJs' decision also recommends no change in the method used by CPL
to recover the capitalized costs associated with CPL's 25.2% ownership interest
in the South Texas Nuclear Project (STP). The ALJs recommended that the Texas
Commission reject CPL's request to change the method of recovering STP deferred
accounting costs from a mortgage amortization to a straight-line recovery
methodology. Adoption of this recommendation would reduce CPL's request for rate
relief by $14 million. The ALJs also recommended that CPL's current depreciation
rates be decreased by $8.8 million a year and that the Texas Commission deny
CPL's requested $3.6 million increase for its catastrophe reserve.
         A final order from the Texas Commission is expected in March 1997. CPL
is continuing to analyze the ALJs' Proposal for Decision. Although CPL's
management cannot predict the ultimate outcome of CPL's rate case, management
believes that the ultimate resolution will not have a material adverse effect on
CPL's or CSW's results of operations or financial condition. However, if CPL
ultimately is unsuccessful in obtaining adequate rate relief, CPL and CSW could
experience a material adverse effect on their results of operations and
financial condition.

         CAJUN ASSET PURCHASE PROPOSAL
         As previously reported, Cajun Electric Power Cooperative, Inc. (Cajun)
filed a petition for reorganization under Chapter 11 of the United States
Bankruptcy Code on December 21, 1994 and is currently operating under the
supervision of the United States Bankruptcy Court (Bankruptcy Court) for the
Middle District of Louisiana.
         On October 26, 1996, Southwestern Electric Power Company (SWEPCO), a
wholly-owned subsidiary of CSW, together with Entergy Gulf States Utilities,
Inc. and the members committee of Cajun (Members Committee), which currently
represents 8 of the 12 Louisiana member distribution cooperatives that are
served by Cajun filed a second amended reorganization plan (Second Amended
SWEPCO Plan) in the Bankruptcy Court.
         Confirmation hearings in Cajun's bankruptcy case have been postponed
until March 10, 1997 because a Bankruptcy Court ruling on January 7, 1997
disqualified the law firm representing the Members Committee due to an
irreconcilable conflict between the firm's representation of both the Members
Committee and Southwest Louisiana Electric Membership Corporation . The
Bankruptcy Court postponed the confirmation hearings to allow the Members
Committee time to obtain new counsel. A status conference will be held February
24, 1997 for the Bankruptcy Court to determine if a further extension is
required.
         See CSW's and SWEPCO's Combined Annual Report on Form 10-K for the year
ended December 31, 1995, Combined Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30 and September 30, 1996 and Combined Current
Reports on Form 8-K dated April 19 and September 30, 1996 for additional
information related to the SWEPCO Cajun asset proposal.

         EL PASO ELECTRIC COMPANY (EL PASO) MERGER LITIGATION
         As previously reported, CSW and El Paso are involved in litigation
arising from the termination of a merger agreement between CSW and El Paso. A
trial before the United States Bankruptcy Court for the Western District of
Texas, Austin Division was completed on January 30, 1997. A decision is expected
in the case in approximately 30 days.
         See CSW's Combined Annual Report on Form 10-K for the year ended
December 31, 1995 and Combined Quarterly Reports on Form 10-Q for the quarters
ended March 31, June 30 and September 30, 1996 for additional information
related to the El Paso litigation.

         TELECOMMUNICATIONS PARTNERSHIP
         On January 14, 1997 CSW and ICG Communications, Inc. announced a joint
venture limited partnership to market telecommunications services. The
partnership will combine the resources of CSW Communications, Inc. (CSW
Communications), a wholly owned non-utility subsidiary of CSW, and ICG Telecom
Group, a subsidiary of ICG Communications. The new partnership, CSW/ICG
ChoiceCom(TM), L.P. (ChoiceCom(TM)), will be based in Austin, Texas and will
develop and market telecommunications services in the four-state region of
Texas, Oklahoma, Louisiana, and Arkansas. The partnership is equally owned by
CSW Communications and ICG. ChoiceCom(TM) initially plans to serve Austin and
Corpus Christi, Texas, with local telephone, long distance and data services.
         At the same time, ChoiceCom(TM) will seek to develop business
opportunities in other cities in the four-state region. In addition to offering
local exchange, long distance and data transmission services, ChoiceCom(TM) may
expand CSW Communications' existing city-to-city fiber network business
depending on market conditions. ChoiceCom(TM) may also seek to develop
full-service, interactive networks using hybrid fiber/coaxial technology. CSW
Communications currently has franchises in Austin and Corpus Christi, Texas to
build fiber networks and provide telecommunications services.
         ChoiceCom(TM) must obtain regulatory approvals and negotiate business
agreements with existing telecommunications providers before it can begin
offering telecommunications services in competition with established
telecommunications providers. ChoiceCom(TM) currently plans to begin offering
telecommunications services as soon as appropriate agreements and approvals have
been obtained. Other factors that could impact the business operations and
results of ChoiceCom(TM) are set out below.

         FACTORS IMPACTING BUSINESS OPERATIONS AND RESULTS
         This Form 8-K includes forward-looking statements relating to the
Registrants' current operations and future prospects. Although CSW, CPL and
SWEPCO believe their expectations are based on reasonable assumptions, they can
give no assurance that their expectations will be achieved. For further
information, please refer to their reports filed with the Securities and
Exchange Commission. These documents address company business, industry issues
and other factors that could cause actual results to differ materially from
those indicated in this Form 8-K.
         Important factors that could cause actual results to differ materially
from those in the forward-looking statements in CSW's electric utility business
include the pace of deregulation of the electric utility industry, federal and
state regulatory developments, electric load and customer growth, abnormal
weather conditions, available sources and cost of fuel and generating capacity,
the performance of electric generation and distribution facilities, delays in
regulatory hearings, adequacy of rate relief, decommissioning costs associated
with nuclear generating facilities, and the timing and success of efforts to
develop domestic and international power projects. In CSW's non-electric utility
business, including the telecommunications business, such factors include the
ability to compete effectively in new areas, federal and state regulatory
developments, the timing and success of efforts to develop telecommunications
projects, the ability to connect with third party networks and facilities, the
market impact and pace of development and the availability of competing
technologies, and the ability to obtain appropriate regulatory approvals and
licenses.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS


(c) Exhibits.

         Exhibit 99.1 CSW News Release dated January 23, 1997 announcing CSW's
Quarterly Dividend.

         Exhibit 99.2 CSW News Release dated January 24, 1997 relating to 
correction of the dividend record date.

         Exhibit 99.3 CSW Earnings Release dated January 23, 1997.

         Exhibit 99.4 CSW News Release dated January 14, 1997 relating to a new
telecommunications limited partnership.


SIGNATURE

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


                                            CENTRAL AND SOUTH WEST CORPORATION

Date:  January 31, 1997

                                            By:   /S/  LAWRENCE B. CONNORS
                                                       Lawrence B. Connors
                                                         Controller


                                            CENTRAL POWER AND LIGHT COMPANY
                                            SOUTHWESTERN ELECTRIC POWER COMPANY
Date:  January 31, 1997

                                            By:   /S/  R. RUSSELL DAVIS
                                                       R. Russell Davis
                                                          Controller

             CSW
==================================
CENTRAL AND SOUTH WEST CORPORATION
==================================
News Release

1616 Woodall Rodgers Freeway
P.O. Box 660164 - Dallas, Texas 75266-0164

                               Central Power and Light Company, Corpus Christi
                               Public Service Company of Oklahoma, Tulsa
                               Southwestern Electric Power Company, Shreveport
                               West Texas Utilities Company, Abilene
                               Central and South West Service, Inc., Dallas
                                 and Tulsa
                               CSW Communications, Inc., Austin CSW Credit,
                               Inc., Dallas CSW Energy, Inc., Dallas CSW
                               International, Inc., Dallas CSW Leasing, Inc.,
                               Dallas EnerShop Inc., Dallas SEEBOARD plc,
                               Crawley, West Sussex, U.K.


                       CENTRAL AND SOUTH WEST CORPORATION
                         DECLARES FIRST-QUARTER DIVIDEND


Dallas (January 23, 1997) -- The board of directors of Central and South West
Corporation (NYSE: CSR) announced today that the Corporation's quarterly
dividend on its common stock will be maintained at the current level of $.435
per share, indicating an annual dividend rate for 1997 of $1.74 per share.

The dividend is payable on February 28, 1997, to shareholders of record on
February 8, 1997.

"We are confident this decision enhances our company's ability to take advantage
of growth prospects, while recognizing the value of maintaining a consistent
dividend level," said E.R. Brooks, chairman, president and chief executive
officer of Central and South West Corporation. "Our strategy is designed to
protect the underlying dividend level.

"Today's action strengthens our prospects of achieving a payout ratio of less
than 75 percent," Brooks said, "and better positions Central and South West to
compete, recognizing the increased regulatory uncertainty facing the entire
electric utility industry. By retaining more earnings, Central and South West
will further strengthen its cash flow to fund its utility investments and
growing non-utility business.

"This dividend level strongly supports our commitment to maximizing shareholder
value in the changing electric utility industry."

                                      # # #

For more information, contact Sharon R. Peavy, director of investor relations
for Central and South West Corporation, 214-777-1277.

Internet inquiries:  http://www.csw.com


             CSW
==================================
CENTRAL AND SOUTH WEST CORPORATION
==================================
News Release

1616 Woodall Rodgers Freeway
P.O. Box 660164 - Dallas, Texas 75266-0164

                               Central Power and Light Company, Corpus Christi
                               Public Service Company of Oklahoma, Tulsa
                               Southwestern Electric Power Company, Shreveport
                               West Texas Utilities Company, Abilene
                               Central and South West Service, Inc., Dallas
                                 and Tulsa
                               CSW Communications, Inc., Austin CSW Credit,
                               Inc., Dallas CSW Energy, Inc., Dallas CSW
                               International, Inc., Dallas CSW Leasing, Inc.,
                               Dallas EnerShop Inc., Dallas SEEBOARD plc,
                               Crawley, West Sussex, U.K.




                       CENTRAL AND SOUTH WEST CORPORATION
                         DIVIDEND RECORD DATE CORRECTION


Dallas (January 24, 1997) -- Central and South West Corporation's Record Date
for first quarter 1997 yesterday was incorrectly reported as February 8, 1997.
The first quarter 1997 Record Date should have been reported as February 7, 
1997.



                                      # # #

For more information, contact Sharon R. Peavy, director of investor relations
for Central and South West Corporation, 214-777-1277.

Internet inquiries:  http://www.csw.com


             CSW
==================================
CENTRAL AND SOUTH WEST CORPORATION
==================================
News Release

1616 Woodall Rodgers Freeway
P.O. Box 660164 - Dallas, Texas 75266-0164



                               Central Power and Light Company, Corpus Christi
                               Public Service Company of Oklahoma, Tulsa
                               Southwestern Electric Power Company, Shreveport
                               West Texas Utilities Company, Abilene
                               Central and South West Service, Inc., Dallas
                                 and Tulsa
                               CSW Communications, Inc., Austin CSW Credit,
                               Inc., Dallas CSW Energy, Inc., Dallas CSW
                               International, Inc., Dallas CSW Leasing, Inc.,
                               Dallas EnerShop Inc., Dallas SEEBOARD plc,
                               Crawley, West Sussex, U.K.


                       CENTRAL AND SOUTH WEST CORPORATION
                         REPORTS FOURTH QUARTER RESULTS

        Dallas, Texas (January 23, 1997) -- Central and South West Corporation
(NYSE:CSR) reported consolidated earnings for the three-month period ended
December 31, 1996 of $0.28 per share compared to $0.32 per share for the same
period a year ago. Earnings per share for the twelve months ended December 31,
1996 were $2.07 compared to $2.10 for the corresponding period last year.
        CSW's 1996 earnings reflect management's judgment concerning the
effect of the probable outcome of the pending rate case for Central Power and
Light Company, a wholly owned subsidiary of CSW, after giving consideration to a
proposal for decision issued by the rate case administrative law judge on
January 21, 1997. The CPL rate case did not have a material effect on 1996
recurring operations for CSW or CPL. During the fourth quarter of 1996, CPL also
recorded a non-recurring after-tax reserve of approximately $10 million for
potentially disallowed regulatory assets. The Texas PUC is expected to issue its
final order for the CPL rate case in March 1997.
        CSW completed the acquisition of SEEBOARD, a United Kingdom
electric company, in 1996. SEEBOARD, a wholly owned subsidiary of CSW in 1996,
contributed 50 cents per share to earnings for the year ended December 31, 1996
after contributing 5 cents for the fourth quarter of 1995 based on CSW's
proportionate ownership of SEEBOARD in the fourth quarter of 1995. During 1996
SEEBOARD's operations were strong and the refinancing of its acquisition debt
was completed.
        Earnings for the quarter ended December 31, 1996 decreased to $59
million from $62 million for the same quarter a year ago due primarily to
restructuring charges, the loss of Mirror CWIP earnings from CPL, the regulatory
asset reserve for the pending CPL rate case and the loss of earnings from
Transok, a natural gas marketing and pipeline company which was sold in June
1996. Partially offsetting these factors were the addition of earnings from
SEEBOARD and a final adjustment to the gain on the sale of Transok. Increases in
non-fuel electric revenue, operations and maintenance and depreciation and
amortization were offset by adjustments recorded by CPL in the fourth quarter of
1996 reflecting management's judgment concerning the probable outcome of CPL's
pending rate case.
        Net income for common stock for the twelve months ended December 31,
1996 increased to $429 million from $402 million due primarily to the gain from
the sale of Transok, the additional earnings from SEEBOARD, charges recorded in
1995 related to the termination of the El Paso merger, the effect of the CPL
1995 base rate case settlement and increased non-fuel electric revenue from
increased usage, customer growth and weather-related demand. The increase was
partially offset by the recording of reserves in 1996 for certain investments
and contingencies, restructuring charges, the 1996 CPL fuel settlement, the
regulatory asset reserve for the pending CPL rate case and tax adjustments made
in 1995. Increased depreciation and amortization, increased operations and
maintenance and the loss of Mirror CWIP from CPL earnings also partially offset
the increase in earnings for the twelve month period. Increases in non-fuel
electric revenue, operations and maintenance and depreciation and amortization
were offset in part by adjustments recorded by CPL in the fourth quarter of 1996
reflecting management's judgment concerning the probable outcome of CPL's
pending rate case.
        Retail kilowatt-hour sales at Central and South West's U.S. utilities
increased 4.0% and 4.9% for the three and twelve months ended December 31, 1996,
respectively, over the corresponding periods last year, reflecting KWH sales
growth from all customer classes. Favorable weather, except in the third quarter
of 1996 and increased usage, primarily by residential customers, both
contributed to the KWH sales growth.

      The following table summarizes major earnings variances, net of tax, from
1995 to 1996 for the periods ending December 31, 1996:

                                             QUARTER           12ME
1995 REPORTED EARNINGS PER SHARE:             $0.32           $2.10

INTERNATIONAL OPERATIONS
SEEBOARD                                       0.20            0.45

DOMESTIC OPERATIONS:
Non Fuel Electric Revenue                        --            0.16
Operations and Maintenance                     0.02           (0.02)
Depreciation and Amortization                  0.02           (0.10)
Mirror CWIP                                   (0.05)          (0.20)
Other                                         (0.08)          (0.09)


DOMESTIC NON-RECURRING FACTORS:
1996:
Transok Sale                                   0.03            0.57
Transok Operations                            (0.05)          (0.06)
U.S. Electric Operating Company Reserves         --           (0.42)
CSW Energy Reserves                              --           (0.07)
Effect of Additional Shares Issued            (0.03)          (0.17)
CPL Fuel Settlement                           (0.01)          (0.03)
CPL Reserve for Regulatory Assets             (0.05)          (0.05)
Restructuring Charge                          (0.03)          (0.06)

1995:
El Paso Merger Termination                       --            0.14
Tax Adjustments                                  --           (0.15)
CPL Base Rate Case                               --            0.08
WTU Settlement                                (0.01)          (0.01)

1996 REPORTED EARNINGS PER SHARE:             $0.28           $2.07
                                              -----           -----


        Central and South West Corporation, a Dallas-based public utility
holding company, owns four U.S. electric utility subsidiaries that provide
service to portions of Texas, Oklahoma, Louisiana and Arkansas. It also owns
SEEBOARD plc, a regional electricity company in the United Kingdom. In addition,
Central and South West Corporation owns non-utility subsidiaries involved in
independent power production, telecommunications, energy efficiency and
financial transactions.


                                      # # #


For more information, contact Sharon R. Peavy, director of investor relations
for Central and South West Corporation, at (214) 777-1277.



               CSW
==================================
CENTRAL AND SOUTH WEST CORPORATION
==================================
News Release

1616 Woodall Rodgers Freeway
P.O. Box 660164 - Dallas, Texas 75266-0164


                               Central Power and Light Company, Corpus Christi
                               Public Service Company of Oklahoma, Tulsa
                               Southwestern Electric Power Company, Shreveport
                               West Texas Utilities Company, Abilene
                               Central and South West Service, Inc., Dallas
                                 and Tulsa
                               CSW Communications, Inc., Austin CSW Credit,
                               Inc., Dallas CSW Energy, Inc., Dallas CSW
                               International, Inc., Dallas CSW Leasing, Inc.,
                               Dallas EnerShop Inc., Dallas SEEBOARD plc,
                               Crawley, West Sussex, U.K.

CENTRAL AND SOUTH WEST CORPORATION AND ICG COMMUNICATIONS
CREATE INNOVATIVE TELECOMMUNICATIONS PARTNERSHIP

LANDMARK VENTURE JOINS MAJOR UTILITY WITH COMPETITIVE PHONE CARRIER

         DALLAS,TX, and ENGLEWOOD, CO (January 14, 1997)-Central and South West
Corporation (NYSE: CSR) and ICG Communications, Inc., (AMEX: ICG) today
announced a landmark venture that will market telecommunications
services-including local exchange telephone service-in a four-state region in
the Southwest. In the newly competitive telecommunications industry, this
innovative partnership will combine the strengths of an electric public utility
company and a competitive local exchange carrier (CLEC) to provide consumers
with local telephone, long distance and a variety of data communications
services.
         Formation of the limited partnership was announced by E.R. Brooks,
chairman, president and chief executive officer of CSW Corporation and J. Shelby
Bryan, president and chief executive officer of ICG Communications, Inc. This
venture will combine the resources of CSW Communications, Inc., a subsidiary of
CSW Corporation and ICG Telecom Group, a subsidiary of ICG Communications. The
new company, CSW/ICG ChoiceCom(TM), L.P., will be based in Austin and will
develop and market its telecommunications services in the four-state region of
Texas, Oklahoma, Louisiana, and Arkansas, which is the primary service territory
of Central and South West's utility system. The partnership is equally owned by
CSW and ICG.
        "This unique partnership is one that will strengthen the capabilities of
both corporations," said Brooks. "CSW Communications has made great strides in
developing new communications-based technologies for utility management. Now we
look forward to launching CSW/ICG ChoiceCom(TM) and making it a key player in
the telecommunications industry in our region."
         "We are very pleased to be at the forefront of this type of partnership
within our industry," said Bryan. "This is an excellent fit with ICG's plan to
develop and expand our presence in the Southwest. We are confident that this
partnership will soon bring the benefits of local telephone competition to our
targeted markets in this four-state region."
         CSW/ICG ChoiceCom(TM) will initially serve Austin and Corpus Christi,
Texas, and Tulsa, Oklahoma, with local telephone, long distance and data
services. At the same time, the new company will develop business opportunities
in other cities in the four-state region.
         CSW Communications already operates approximately 400 miles of
long-haul fiber lines it has built in Texas and Louisiana. ICG Telecom, a
leading national provider of competitive local exchange services, currently
offers or plans to offer local phone service in approximately 60 cities with
more than 3,000 miles of fiber optic cable in its cluster regions of California,
Colorado, Texas, the Ohio Valley and the Southeastern United States. CSW/ICG
ChoiceCom(TM) plans to offer local exchange, long distance and data transmission
services within the four-state CSW region.
         In addition to offering local exchange, long distance and data
transmission services, CSW/ICG ChoiceCom(TM) will expand CSW Communications'
existing city-to-city fiber network business. The venture also expects to
develop full-service, interactive networks using hybrid fiber/coaxial technology
in the near future.
         ICG's competitive local telephone services are provisioned on the
company's fiber-optic backbone networks and supported by its switch facilities
and technical resources, including its national network control center. ICG's
state-of-the-art platforms include Lucent Technologies/Bell Laboratories'
5ESS(R) switching systems and Bellcore Operational Support Systems.
         Prior to the federal Telecommunications Act of 1996, certain
multi-state electric utility companies were restricted from competing in the
telecommunications industry. CSW Communications became the first exempt
telecommunications company (ETC) under the Act, allowing it to more fully
compete within the telecommunications industry.
         The company already has franchises in Austin and Corpus Christi to
build fiber-optic networks and provide telecommunications services.
         CSW Communications, also based in Austin, will continue to develop and
offer communications-based utility management services. The company developed
the Customer Choice & Control(TM) program that helps utilities prepare for a new
competitive environment. Currently, CSW Communications is deploying a wireless
utility management program for the 10,000 customers of the city-owned electric
and water utilities of Georgetown, Texas, and is conducting a pilot project for
the Austin Electric Utility Department.
         Central and South West Corporation, based in Dallas, owns four electric
utility subsidiaries in the United States: Central Power and Light Company,
Public Service Company of Oklahoma, Southwestern Electric Power Company and West
Texas Utilities Company. It also owns several other non-utility companies.
         The operations of ICG Communications, Inc., based in Englewood, Colo.,
consist of ICG Telecom Group, ICG Fiber Optic Technologies and ICG Satellite
Services. Telecom Group is ICG's CLEC and enhanced services business. Fiber
Optic Technologies provides network integration and support services. Satellite
Services provides maritime telecommunications network and international
end-to-end voice and data services, and operates VSAT (very small aperture
terminal) private data networks.


                                      # # #


Financial Community Contact: Sharon R. Peavy, director of investor relations for
Central and South West Corporation, (214) 777-1277



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