-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, INsgsWs6WPEhDfpwvZCLNfkNA0lh2/5kj2ufbHWkJZ/VJ9n/lq2rRakkGBX0us+H mOIUosQMTA1rlhEpWmY6sg== 0000018540-99-000063.txt : 19990701 0000018540-99-000063.hdr.sgml : 19990701 ACCESSION NUMBER: 0000018540-99-000063 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL & SOUTH WEST CORP CENTRAL INDEX KEY: 0000018540 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 510007707 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-01443 FILM NUMBER: 99656742 BUSINESS ADDRESS: STREET 1: 1616 WOODALL RODGERS FRWY CITY: DALLAS STATE: TX ZIP: 75202 BUSINESS PHONE: 2147771000 11-K 1 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 2-70746 CENTRAL AND SOUTH WEST CORPORATION RETIREMENT SAVINGS PLAN (Full title of the Plan) Central and South West Corporation 1616 Woodall Rodgers Freeway, Dallas, Texas 75202-1234 (Name and address of the issuer of the securities held pursuant to the Plan.) ARTHUR ANDERSEN LLP REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Central and South West System Benefits Advisory Committee: We have audited the accompanying statements of net assets available for benefits of the Central and South West Corporation Retirement Savings Plan ( "the Plan") as of December 31, 1998 and 1997, and the related statements of changes in net assets available for benefits for each of the three years ended December 31, 1998. These financial statements, and the schedules referred to below, are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Plan's management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1998, and 1997, and the changes in its net assets available for benefits for each of the three years ended December 31, 1998, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for the purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statements of net assets available for benefits and the statements of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN LLP Dallas, Texas June 18, 1999 CENTRAL AND SOUTH WEST CORPORATION RETIREMENT SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION AS OF DECEMBER 31, 1998 (in thousands)
Fixed CSW Asset Capital Growth and Income Corporation Allocation Appreciation Income Loan Fund Stock Fund Fund Fund Fund Fund Total ---------- --------- ---------- ---------- --------- ---------- --------- INVESTMENTS Investment Contracts, at contract value $ 2,506 $ - $ - $ - $ - $ - $ 2,506 Common stock, 8,263 shares, at market value (cost of $175,889) - 226,716 - - - - 226,716 Registered Investment Companies Common Collective trusts, at market value 190,318 - 29,085 109,801 120,339 - 449,543 Fixed income temporary investments, at market value 17,650 4,700 - - - - 22,350 Loans to participants - - - - - 30,342 30,342 ---------- --------- ---------- ---------- --------- ---------- --------- 210,474 231,416 29,085 109,801 120,339 30,342 731,457 ---------- --------- ---------- ---------- --------- ---------- --------- CURRENT ASSETS Accounts receivable Participants 249 255 51 226 250 - 1,031 Employer 134 142 25 112 126 - 539 Accrued interest 1,115 21 125 3,323 - - 4,584 ---------- --------- ---------- ---------- --------- ---------- --------- 1,498 418 201 3,661 376 - 6,154 ---------- --------- ---------- ---------- --------- ---------- --------- Total Assets 211,972 231,834 29,286 113,462 120,715 30,342 737,611 ---------- --------- ---------- ---------- --------- ---------- --------- LIABILITIES Accrued expenses 99 246 28 62 80 - 515 ---------- --------- ---------- ---------- --------- ---------- --------- Realized gain on sales of investments 99 246 28 62 80 - 515 ---------- --------- ---------- ---------- --------- ---------- --------- Net assets available for benefits $ 211,873 $ 231,588 $ 29,258 $ 113,400 $ 120,635 $ 30,342 $ 737,096 ========== ========= ========== ========== ========= ========== =========
The accompanying notes are an integral part of this statement. CENTRAL AND SOUTH WEST CORPORATION RETIREMENT SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION AS OF DECEMBER 31, 1997 (in thousands)
Fixed CSW Asset Capital Growth and Income Corporation Allocation Appreciation Income Loan Fund Stock Fund Fund Fund Fund Fund Total ---------- --------- ---------- ---------- --------- ---------- --------- INVESTMENTS Investment Contracts, at contract value $ 4,873 $ - $ - $ - $ - $ - $ 4,873 Common stock, 11,022 shares, at market value (cost of $207,616) - 298,295 - - - - 298,295 Registered Investment Companies Common Collective trusts, at market value 149,023 - 22,533 68,927 84,314 - 324,797 Fixed income temporary investments, at market value 4,453 2,549 - - - - 7,002 Loans to participants - - - - - 30,903 30,903 ---------- --------- ---------- ---------- --------- ---------- --------- 158,349 300,844 22,533 68,927 84,314 30,903 665,870 ---------- --------- ---------- ---------- --------- ---------- --------- CURRENT ASSETS Accounts receivable Participants 176 323 50 187 222 - 958 Employer 102 176 25 93 110 - 506 Sales pending settlement 76 - - - - - 76 Accrued interest 1,115 21 - - - - 1,136 ---------- --------- ---------- ---------- --------- ---------- --------- 1,469 520 75 280 332 - 2,676 ---------- --------- ---------- ---------- --------- ---------- --------- Total Assets 159,818 301,364 22,608 69,207 84,646 30,903 668,546 ---------- --------- ---------- ---------- --------- ---------- --------- LIABILITIES Accrued expenses 16 95 2 6 7 - 126 ---------- --------- ---------- ---------- --------- ---------- --------- Total Liabilities 16 95 2 6 7 - 126 ---------- --------- ---------- ---------- --------- ---------- --------- Net assets available for benefits $ 159,802 $ 301,269 $ 22,606 $ 69,201 $ 84,639 $ 30,903 $ 668,420 ========== ========= ========== ========== ========= ========== =========
The accompanying notes are an integral part of this statement. CENTRAL AND SOUTH WEST CORPORATION RETIREMENT SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1998 (in thousands)
Fixed CSW Asset Capital Growth and Income Corporation Allocation Appreciation Income Loan Fund Stock Fund Fund Fund Fund Fund Total ---------- --------- ---------- ---------- --------- ---------- --------- STATEMENT OF CHANGES IN NET ASSETS Balance, beginning of year $ 159,802 $ 301,269 $ 22,606 $ 69,201 $ 84,639 $ 30,903 $ 668,420 --------- --------- --------- --------- --------- --------- --------- ADDITIONS Contributions Participants 5,660 8,217 1,643 6,080 7,266 - 28,866 Employers 3,004 4,496 734 2,922 3,520 - 14,676 Net earnings 10,732 19,739 2,627 22,843 16,775 2,780 75,496 --------- --------- --------- --------- --------- --------- --------- Total additions 19,396 32,452 5,004 31,845 27,561 2,780 119,038 --------- --------- --------- --------- --------- --------- --------- Interfund transfers 44,495 (80,988) 3,276 17,282 15,471 464 - DEDUCTIONS Cash distributions 11,820 18,214 1,628 4,928 7,036 3,805 47,431 Distribution of securities - 2,931 - - - - 2,931 --------- --------- --------- --------- --------- --------- --------- Total distributions 11,820 21,145 1,628 4,928 7,036 3,805 50,362 --------- --------- --------- --------- --------- --------- --------- Balance, end of year $ 211,873 $ 231,588 $ 29,258 $ 113,400 $ 120,635 $ 30,342 $ 737,096 ========= ========= ========= ========= ========= ========= ========= DETAIL OF NET EARNINGS Dividends $ - $ 17,047 $ 1,646 $ 7,199 $ 16,604 $ - $ 42,496 Interest income 10,671 168 - - - - 10,839 Interest income on loans - - - - - 2,780 2,780 Realized (loss) on common stock - (108) - - - - (108) Realized gain on sales of investmemts 1,941 92 29 5,097 3,782 - 10,941 Current year unrealized appreciation (depreciation) (1,275) 2,976 1,008 10,688 (3,433) - 9,964 Expenses (605) (436) (56) (141) (178) - (1,416) --------- --------- --------- --------- --------- --------- --------- Net earnings $ 10,732 $ 19,739 $ 2,627 $ 22,843 $ 16,775 $ 2,780 $ 75,496 ========= ========= ========= ========= ========= ========= =========
The accompanying notes are an integral part of this statement. CENTRAL AND SOUTH WEST CORPORATION RETIREMENT SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1997 (in thousands)
Fixed CSW Asset Capital Growth and Income Corporation Allocation Appreciation Income Loan Fund Stock Fund Fund Fund Fund Fund Total ---------- --------- ---------- ---------- --------- ---------- --------- STATEMENT OF CHANGES IN NET ASSETS Balance, beginning of year $165,175 $283,638 $ 16,111 $ 53,460 $ 52,485 $ 30,609 $601,478 --------- --------- --------- --------- --------- --------- --------- ADDITIONS Contributions Participants 4,644 8,571 1,091 4,268 4,739 - 23,313 Employers 2,356 4,114 474 1,851 2,095 - 10,890 Net earnings 7,061 32,562 2,921 11,035 17,349 2,740 73,668 --------- --------- --------- --------- --------- --------- --------- Total additions 14,061 45,247 4,486 17,154 24,183 2,740 107,871 --------- --------- --------- --------- --------- --------- --------- Interfund transfers (4,967) (10,089) 3,200 1,654 11,692 (1,490) - DEDUCTIONS Cash distributions 14,467 11,964 1,191 3,067 3,721 956 35,366 Distribution of securities - 5,563 - - - - 5,563 --------- --------- --------- --------- --------- --------- --------- Total distributions 14,467 17,527 1,191 3,067 3,721 956 40,929 ========= ========= ========= ========= ========= ========= ========= Balance, end of year $159,802 $301,269 $ 22,606 $ 69,201 $ 84,639 $ 30,903 $668,420 ========= ========= ========= ========= ========= ========= ========= DETAIL OF NET EARNINGS Dividends $ - $ 18,657 $ 1,252 $ 10,555 $ 8,284 $ - $ 38,748 Interest income 7,393 144 - - - - 7,537 Interest income on loans - - - - - 2,740 2,740 Realized (loss) on common stock - (380) - - - - (380) Realized gain/(loss) on sales of investments (3,382) (7,673) 26 2,295 5,075 - (3,659) Current year unrealized appreciation (depreciation) 3,533 22,257 1,670 (1,728) 4,088 - 29,820 Expenses (483) (443) (27) (87) (98) - (1,138) --------- --------- --------- --------- --------- --------- --------- Net earnings $ 7,061 $ 32,562 $ 2,921 $ 11,035 $ 17,349 $ 2,740 $ 73,668 ========= ========= ========= ========= ========= ========= =========
The accompanying notes are an integral part of this statement. CENTRAL AND SOUTH WEST CORPORATION RETIREMENT SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1996 (in thousands)
Fixed CSW Asset Capital Growth and Income Corporation Allocation Appreciation Income Loan Fund Stock Fund Fund Fund Fund Fund Total ---------- --------- ---------- ---------- --------- ---------- --------- STATEMENT OF CHANGES IN NET ASSETS Balance, beginning of year $ 166,121 $ 314,788 $ 12,092 $ 38,511 $ 33,428 $ 28,825 $ 593,765 --------- --------- --------- --------- --------- --------- ---------- ADDITIONS Contributions Participants 4,688 10,710 739 3,370 2,727 - 22,234 Employers 2,156 4,649 280 1,265 1,049 - 9,399 Net earnings/(loss) 7,869 4,884 1,994 6,825 7,845 2,626 22,275 --------- --------- --------- --------- --------- --------- ---------- Total additions 14,713 10,475 3,013 11,460 11,621 2,626 53,908 --------- --------- --------- --------- --------- --------- ---------- Interfund transfers (1,198) (17,358) 2,047 5,753 10,318 438 - DEDUCTIONS Cash distributions 14,461 18,561 1,041 2,264 2,882 1,280 40,489 Distribution of securities - 5,706 - - - - 5,706 --------- --------- --------- --------- --------- --------- ---------- Total distributions 14,461 24,267 1,041 2,264 2,882 1,280 46,195 --------- --------- --------- --------- --------- --------- ---------- Balance, end of year $ 165,175 $ 283,638 $ 16,111 $ 53,460 $ 52,485 $ 30,609 $ 601,478 ========= ========= ========= ========= ========= ========= ========== DETAIL OF NET EARNINGS Dividends $ - $ 19,250 $ 919 $ 3,480 $ 3,745 $ - $ 27,394 Interest income 7,342 148 - - - - 7,490 Interest income on loans - - - - - 2,626 2,626 Realized (loss) on common stock - (7) - - - - (7) Realized gain/(loss) on sales of investments (1,672) (379) (13) 640 1,269 - (155) Current year unrealized appreciation(depreciation) 2,748 (23,403) 1,108 2,774 2,891 - (13,882) Expenses (549) (493) (20) (69) (60) - (1,191) --------- --------- --------- --------- --------- --------- ---------- Net earnings/(loss) $ 7,869 $ (4,884) $ 1,994 $ 6,825 $ 7,845 $ 2,626 $ 22,275 ========= ========= ========= ========= ========= ========= ==========
The accompanying notes are an integral part of this statement. CENTRAL AND SOUTH WEST CORPORATION RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (1) DESCRIPTION OF THE PLAN The Central and South West Corporation (the Corporation) Employees' Thrift Plan (Thrift Plan) , a defined contribution plan, was adopted by the Corporation effective December 22, 1959, and was renamed "Central and South West Corporation Thrift Plus" (Thrift Plus), effective January 1, 1991. It was renamed "Central and South West Corporation Retirement Savings Plan" (the Plan), effective July 1, 1997. The following Central and South West System companies are participating employers in the Plan: Central Power and Light Company (CPL) Public Service Company of Oklahoma (PSO) Southwestern Electric Power Company (SWEPCO) West Texas Utilities Company (WTU) Central and South West Services, Inc. (CSWS) Central and South West Energy (CSWE) CSW Energy Services, Inc. C3 Communications, Inc. CSW ChoiceCom EnerShopSM Inc. The following description of the Plan provides only general information. Participants should refer to the Plan document for a more complete description of the Plan provisions. Administration The Plan is administered by the Corporation's plan administrator as directed by the Benefits Advisory Committee. The Benefits Advisory Committee consists of the Director, Total Compensation; Director, HR Operations; Vice President, Human Resources; Manager, Benefits Service Center; a CSW Benefits Consultant, and other persons the Chief Executive Officer of the Corporation may appoint. The Plan assets are managed by the Investment Policy Committee and the Investment Committee. The Investment Policy Committee is comprised of the Chairman and Chief Executive Officer; President and Chief Operating Officer; Executive Vice President and General Counsel; Executive Vice President and Chief Financial Officer; Vice President, Customer Relations and Corporate Development; Senior Vice President, Electric Operations; and Senior Vice President, External Affairs. The Investment Committee is comprised of the Senior Vice President and Chief Financial Officer; Treasurer; Controller; Vice President, Customer Relations and Corporate Development; Vice President, Associate General Counsel and Corporate Secretary; Vice President, Human Resources; and Director of Trusts and Investments of the Corporation. No member of these Committees may receive compensation for their services in that capacity. The Plan assets are held in a tax exempt trust at Mellon Trust. Mellon Trust serves as trustee for the Plan. Participation Any full-time employee of the participating employers is eligible to become a voluntary participant once they have completed 1 hour of service. Any part-time employee is eligible to become a voluntary participant once they have completed 1 year of service. At December 31, 1998 and 1997, there were 8,021 and 8,167 participants in the Plan respectively. Participant and Employer Contributions Generally, eligible employees electing to participate in the Plan may make contributions in 1% increments up to 15% of their salary. The employers contribute to the Plan, on behalf of each participant, an amount equal to 75% of the participant's contribution for each payroll period, but only to the extent that the participant's contributions do not exceed 6% of the participants compensation, subject to certain limitations. Participants can elect to place their deposits and employer contributions into the Fixed Income Fund, CSW Corporation Stock Fund, Asset Allocation Fund, Capital Appreciation Fund, or Growth and Income Fund. All contributions are deposited to the trust after each pay period. The Tax Reform Act of 1986 restricts the amount that certain participants who are deemed highly compensated may contribute to the Plan. Participants are allowed to change investment elections, change contribution percentages, or move existing fund balances on a daily basis. Forfeiture of the employer contributions resulting from termination of participation in the Plan without a fully vested interest are used by the employers to reduce their future contributions. Forfeitures are reinstated if the participant is re-employed by a participating employer and returns to the Plan within five years. The forfeitures for the years ended December 31, 1998, 1997, and 1996 were $244,904, $60,586, and $57,345, respectively. Net contributions made by the employers and the participating employees to the Plan for the years ended December 31, 1998, 1997, and 1996, were approximately $43,542,000, $34,200,000, and $31,600,000, respectively. Vesting Participants are immediately vested in their own contributions, both pre-tax and after-tax, plus any actual earnings attributable to those contributions. Vesting in the employer matching contributions and the respective investment earnings results when one of the following events occurs: (i) completion of five years of service with a participating employer; (ii) termination of employment after reaching age 55; (iii) disability; or (iv) death. Distributions and Withdrawals A participant's account shall be distributed at the option of the participant, to the participant or the participant's designated beneficiary, upon termination of employment or death. In the event of termination of a participant's employment before reaching age 55, other than by death, there shall be available to the participant for distribution (i) in the case of a participant who had completed five years of service, the entire balance of the participant's account; or the employer's contributions; or (ii) in the case of a participant who has not fulfilled this requirement, only the balance of the Plan account attributable to the participant's own contributions and the earnings attributable to those contributions. A participant may make withdrawals at any time from any remaining contributions previously made, but not exceeding the entire balance in the account. Participants may elect to receive the funds either by lump sum, equal to market value at time of withdrawal, or an actuarially determined annuity payment, or by rolling the funds into another qualified Plan of the participant's choice. Employer contributions credited to a participating employee's account and the respective earnings may not be withdrawn by or paid to the employee except upon termination as described above or unless the employee has attained the age of 59 1/2. Plan Amendments The Plan was restated effective July 1, 1997. The restated Plan Document incorporates all prior amendments as well as the following enhancements: (i) The name of the plan was changed from Thrift Plus to The Central and South West Corporation Retirement Savings Plan. (ii) An employee of a participating employer becomes eligible to participate after completing one hour of service instead of one year of service. The minimum age eligibility requirement was eliminated. (ii) A participant may now contribute up to 15% of his/her total compensation on a pre-tax or after-tax basis, instead of 12%. (iii) The employer will now contribute matching contributions of 75% of elective deferrals up to the first 6% of total compensation contributed by any participant, instead of 50% of base pay for participants with less than twenty years of service and 75% for those participants with twenty or more years of service. Total compensation is now defined as the sum of: base pay, overtime, commissions, bonuses, awards and shift differential. (2) SUMMARY OF ACCOUNTING POLICIES Basis of Accounting These financial statements are prepared on the accrual basis of accounting. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Stock Purchases Shares of CSW Corporation stock for the Plan are purchased in the open market, or by matching purchases and sales directed by two or more of the Plan participants (or their beneficiaries) or otherwise, as the Plan trustee, Mellon Bank, may determine. The trustee, at its discretion, may time the execution of purchase orders for the purpose of limiting or spreading daily volume of purchases, as it shall deem in the best interest of the participants. Expenses The administrative expenses and trustee fees are paid by the Plan and not by the participating employers. In 1998, 1997, and 1996, these expenses were $1,416,000, $1,138,000, and $1,191,000, respectively. Holding Account To expedite processing in the daily valuation environment, a holding account was established within the Plan to facilitate the daily transfer activity associated with the Plan such as contributions, distributions, and forfeitures. At December 31, 1998 and 1997 there was approximately $1,993,000 and $913,000 in the account which represents the following items: December 31, 1998 1997 Outstanding participant distributions 825,000 $243,000 Short term earnings on the account 663,000 259,000 Forfeitures not yet used to offset contributions 401,000 162,000 Other miscellaneous items 104,000 249,000 ---------- ---------- $1,993,000 $913,000 ========== ========== $667,024 There were no contributions remaining in the holding account at December 31, 1998 and 1997 that had not been applied to participants' balances. Federal Income Taxes The Internal Revenue Service has determined and informed the Corporation by a letter dated October 26, 1994 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the letter and a new letter has been requested but not yet received. However, the Plan administrator and legal counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. (3) TERMINATION OF PARTICIPATING EMPLOYERS Effective June 6, 1996 Central and South West Corporation sold Transok Inc., a participating employer, to Tejas Gas Corporation. Active participation in Thrift Plus ended on this date for all plan participants employed by Transok. On that date all participants employed by Transok, Inc. became 100% vested in their balances. Transok employees will be able to leave their current balances in the Plan if they so desire, however, they will no longer be allowed to make any future contributions to the Plan. The Plan sponsor does not anticipate any adverse or material effects to the Plan due to this sale. Effective December 31, 1998 C3 Communications, Inc. terminated its partnership with ChoiceCom, a participating employer, and ICG Communications, Inc. purchased its local business. Active participation in the Plan ended on this date for all plan participants employed by ChoiceCom. On that date all participants employed by ChoiceCom became 100% vested in their balances. Former ChoiceCom employees will be able to leave their current balances in the Plan if they so desire, however, they will no longer be allowed to make any future contributions to the Plan. The Plan sponsor does not anticipate any adverse or material effects to the Plan due to the termination of this partnership. (4) INVESTMENT OPTIONS The investments of the Plan are stated at market value and are accounted for on the trade date. Amounts due from insurance companies under guaranteed investment contracts are stated at values pursuant to the contracts which approximates fair value. A brief description of each of the funds is as follows: Fixed Income Fund Amounts allotted to this fund are invested in fixed income securities such as guaranteed investment contracts, temporary cash investments, government obligations and other fixed income securities that have been selected by the Investment Committee. In 1990, the Plan entered into a guaranteed investment contract with Travelers Life and Annuity (Travelers). In accordance with the terms of this contract, approximately $2.5 million of principal matured in 1998 and 1997 and has been reinvested in various other fixed income investments. The guaranteed investment contract had average yields of 5.38% and 5.93% at December 31, 1998 and 1997, respectively. The crediting interest rate for the investment contract is included in the financial statements at contract value, which approximates fair value, as reported by Travelers. Contract value represents contributions made under the contract, plus earnings, less any contract administration charges. There has not been any valuation reserve established against the contract value of the guaranteed investment contract. At December 31, 1998 and 1997, there were 4,996 and 4,840 participants respectively, with investments of varying portions in this fund. CSW Corporation Stock Fund This fund invests in shares of CSW Corporation common stock. CSW Corporation common stock held by the fund at December 31, 1998, was 8,262,993 shares. The closing share price of CSW Corporation common stock at December 31, 1998, 1997, and 1996 was $27.4375, $27.0625, and $25.625, respectively. In 1994, the fund enrolled in the CSW PowerShareSM Dividend Reinvestment and Stock Purchase Plan with the intention of reducing the administrative expenses of the Plan associated with the payment of dividends. At December 31, 1998 and 1997, there were 5,774 and 6,613 participants respectively, with investments of varying portions in this fund. Asset Allocation Fund This fund invests in equity mutual funds and a fixed income corporate bond fund. The allocation between the equity mutual funds and fixed income corporate bond fund may be shifted from time to time based on the attractiveness of the stock market. At December 31, 1998 and 1997, there were 1,875 and 1,735 participants respectively, with investments of varying portions in this fund. Capital Appreciation Fund This fund invests in mutual funds that have a goal of long-term growth with no emphasis on current income. The mutual funds purchase stocks of rapidly growing companies or companies with the potential for exceptional growth. At December 31, 1998 and 1997, there were 4,124 and 3,731 participants respectively, with investments of varying portions in this fund. Growth and Income Fund This fund invests in mutual funds whose goal is a combination of both growth and current income. These mutual funds purchase stocks of growing companies as well as those whose share price has increased while paying steady dividends. At December 31, 1998 and 1997, there were 4,291 and 3,890 participants respectively, with investments of varying portions in this fund. Loan Fund Participants may borrow from their account balances a minimum of $500 to a maximum equal to the lesser of (1) 50% of a participant's vested account balance or (2) $50,000. Each loan to a participant is evidenced by a written promissory note held by the Plan. Loans to participants are taken from their contributions by an account hierarchy that has been established to provide the employee with the most beneficial tax treatment and are taken from the investment funds in proportion to the existing fund balances at the time of the request. Repayment terms vary from one to five years for general purpose loans and one to fifteen years for home loans. The interest rate for loans is set periodically by the Corporation and is fixed for the term of the loan. The average rates in 1998, 1997, and 1996 were 9.4375%, 9.4375% and 9.3125% respectively. Payments of principal and interest are credited to each investment fund based on the employee's investment election at the time of repayment. (5) INVESTMENTS The fair market values of individual assets that represent 5% or more of the Plan net assets as of December 31, 1998 and 1997, are as follows (in thousands): 1998: Central and South West Corporation Common Stock $ 226,716 Fixed Income Fund - LaSalle Income Plus Fund 85,532 Fixed Income Fund - USA Treasury Note 45,442 Capital Appreciation Fund - Janus Fund 36,071 Capital Appreciation Fund - Twentieth Century Ultra Fund 44,745 Growth and Income Fund - American Mutual Fund 42,420 Growth and Income Fund - United Income Fund 40,626 Growth and Income Fund - Windsor II Fund 37,293 1997: Central and South West Corporation Common Stock $ 298,295 Loan Fund - Participant Loans Outstanding 30,903 (6) RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 (in thousands): December 31, 1998 1997 Net assets available for benefits, per the financial statements $737,096 $668,420 Amounts allocated to withdrawing participants (1,139) (1,396) ----------- ----------- Net assets available for benefits, per the Form 5500 $735,957 $667,024 =========== =========== The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 (in thousands): Year Ended December 31, 1998 Benefits paid per the financial statements $50,362 Amounts allocated to withdrawing participants, at December 31, 1998 1,139 Amounts allocated to withdrawing participants, at December 31, 1997 (1,396) ---------- Benefits paid to participants per the Form 5500 $ 50,105 ========== Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31 but not yet paid as of that date. (7) PLAN TERMINATION Although it has not expressed any intent to do so, the Corporation has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of termination of the Plan, participants will become 100 percent vested in their accounts. (8) PROPOSED AEP MERGER In December 1997, CSW and American Electric Power Company, Inc. (AEP) entered into a definitive merger agreement for a tax-free, stock for stock transaction with AEP being the surviving corporation. The transaction is subject to the approval of various state and federal regulatory agencies. The shareholders of CSW have approved the AEP Merger and the shareholders of AEP have approved the issuance of shares of AEP common stock pursuant to the AEP Merger Agreement and will amend AEP's certificate of incorporation to increase the number of authorized shares of AEP common stock from 300 million shares to 600 million shares. Upon completion of the AEP Merger, CSW common stockholders will receive 0.6 shares of AEP common stock for each share of CSW common stock. The shares of CSW common stock in the Plan will be replaced with AEP common stock at the same ratio of 0.6 shares. The value of the Company's common stock in the Plan would have been approximately $7 million greater had the merger been consummated at that time. CSW common stockholders will own approximately 40% of the outstanding common stock of AEP. The transaction must satisfy many conditions, some of which may not be waived by the parties. There can be no assurance that the AEP Merger will be consummated. (9) REALIZED AND UNREALIZED APPRECIATION/(DEPRECIATION) In accordance with Department of Labor regulations, the method of calculating realized and unrealized appreciation/(depreciation) for financial reporting purposes is based on the value of the assets at the beginning of the Plan year or at the time of purchase during the year (revalued cost). Net Realized Gain/(Loss) on Disposition of Investments The following sets forth the realized gains and losses of the Plan investments for the years ended December 31, 1998, 1997 and 1996: 1998 - -------------------------------------------------------------------------------- (in thousands) Fixed CSW Asset Capital Growth and Income Corporation Allocation Appreciation Income Fund Stock Fund Fund Fund Fund -------- -------- -------- -------- -------- Proceeds from disposition $221,758 $162,181 $10,008 $36,249 $50,316 Revalued cost 219,817 162,089 9,979 31,152 46,534 -------- -------- -------- -------- -------- Net realized gain 1,941 $ 92 $ 29 $ 5,097 $ 3,782 ======== ======== ======== ======== ======== 1997 - -------------------------------------------------------------------------------- (in thousands) Fixed CSW Asset Capital Growth and Income Corporation Allocation Appreciation Income Fund Stock Fund Fund Fund Fund -------- -------- -------- -------- -------- Proceeds from disposition $171,387 $43,763 $7,460 $21,365 $34,807 Revalued cost 174,769 51,436 7,434 19,070 29,732 -------- -------- -------- -------- -------- Net realized $ (3,382) $ (7,673) $ 26 $ 2,295 $ 5,075 gain/(loss) ======== ======== ======== ======== ======== 1996 - -------------------------------------------------------------------------------- (in thousands) Fixed CSW Asset Capital Growth and Income Corporation Allocation Appreciation Income Fund Stock Fund Fund Fund Fund -------- -------- -------- -------- -------- Proceeds from disposition $144,493 $41,415 $3,001 $12,453 $14,653 Revalued cost 146,165 41,794 3,014 11,813 13,384 -------- -------- -------- -------- -------- Net realized $ (1,672) $ (379) $ (13) $ 640 $ 1,269 gain/(loss) ======== ======== ======== ======== ======== Unrealized Appreciation/(Depreciation) on Investments The following sets forth the fair market value, revalued cost and current year unrealized appreciation/(depreciation) of the Plan investments for the years ended December 31, 1998, 1997 and 1996: 1998 - -------------------------------------------------------------------------------- (in thousands) Fixed CSW Asset Capital Growth and Income Corporation Allocation Appreciation Income Fund Stock Fund Fund Fund Fund -------- -------- -------- -------- -------- Fair market value at December 31, 1998: $210,474 $231,416 $29,085 109,801 $120,339 Revalued cost at December 31, 1998: 211,749 228,440 28,077 99,113 123,772 -------- -------- -------- -------- -------- Current year unrealized appreciation/ (depreciation) $(1,275) $ 2,976 $ 1,008 10,688 $ (3,433) ======== ======== ======== ======== ======== 1997 - -------------------------------------------------------------------------------- (in thousands) Fixed CSW Asset Capital Growth and Income Corporation Allocation Appreciation Income Fund Stock Fund Fund Fund Fund -------- -------- -------- -------- -------- Fair market value at December 31, 1997 158,349 300,844 22,533 68,927 84,314 Revalued cost at December 31, 1997: 154,816 278,587 20,863 70,655 80,226 -------- -------- -------- -------- -------- Current year unrealized appreciation/ (depreciation) $3,533 $ 22,257 $ 1,670 $ (1,728) $ 4,088 ======== ======== ======== ======== ======== 1996 - -------------------------------------------------------------------------------- (in thousands) Fixed CSW Asset Capital Growth and Income Corporation Allocation Appreciation Income Fund Stock Fund Fund Fund Fund -------- -------- -------- -------- -------- Fair market value at December 31, 1996: $150,948 $283,125 $16,070 $53,273 $52,322 Revalued cost at December 31, 1996: 148,200 306,528 14,962 50,499 49,431 -------- -------- -------- -------- -------- Current year unrealized appreciation/ (depreciation) $ 2,748 $ (23,403) $ 1,108 $ 2,774 $ 2,891 ======== ======== ======== ======== ======== CENTRAL AND SOUTH WEST CORPORATION RETIREMENT SAVINGS PLAN, PLAN #002 Line 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES FIXED INCOME FUND AS OF DECEMBER 31, 1998 (in thousands) EIN: 51-0007707
(a) (b) (c) (d) (e) PARTY-IN- COST CURRENT INTEREST IDENTITY OF ISSUE DESCRIPTION VALUE VALUE GUARANTEED INVESTMENT CONTRACT: TRAVELERS INSURANCE GROUP GIC CONTRACT #GR-15049 RATE 9.04% MATURITY DATE 01/31/95-01/31/99 $ 2,506 $ 2,506 -------- -------- TOTAL $ 2,506 $ 2,506 -------- -------- U.S. GOVERNMENT SECURITIES: FEDERAL HOUSING AUTHORITY DTD 4-1-97 MATURITY DATE 01-01-07, RATE 5.150% $ 470 $ 475 FEDERAL HOME LOAN MTG CORP. GROUP #50-4132 DTD 10-1-97 MULTICLASS MATURITY DATE 07-1-06, RATE 9.00% 974 957 FEDERAL HOME LOAN MTG CORP MTG PTC CTF GOLD POOL #G1-0011 DTD 6-1-91 MATURITY DATE 02-01-06, RATE 10.00% 487 479 FEDERAL HOME LOAN MTG CORP MTG PTC CTF GOLD POOL #G1-0453 DTD 2-1-96 MATURITY DATE 06-01-07, RATE 9.00% 448 435 FEDERAL HOME LOAN MTG CORP MTG PTC CTF GROUP #55-5287 DTD 4-1-96 MATURITY DATE 05-11-11, RATE 9.750% 669 655 FEDERAL HOME LOAN MTG CORP MTG PTC CT GROUP #20-0112 DTD 7-1-94 REG MATURITY DATE 11-01-05, RATE 9.500% 399 390 FEDERAL HOME LOAN MTG CORP MTG PTC CTF GROUP #C1-2485 DTD 7-1-98 MATURITY DATE 06-01-28, RATE 8.00% 2,698 2,696 FEDERAL HOME LOAN MTG CORP MTG PTC CTF GROUP #C1-2488 DTD 7-1-98 MATURITY DATE 05-01-28, RATE 8.00% 1,598 1,596 FEDERAL HOME LOAN MTG CORP MTG PTC CTF GROUP #E0-0016 DTD 2-1-91 MATURITY DATE 01-01-06, RATE 9.00% 507 499
CENTRAL AND SOUTH WEST CORPORATION RETIREMENT SAVINGS PLAN, PLAN #002 Line 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES FIXED INCOME FUND AS OF DECEMBER 31, 1998 (in thousands) EIN: 51-0007707
(a) (b) (c) (d) (e) PARTY-IN- COST CURRENT INTEREST IDENTITY OF ISSUE DESCRIPTION VALUE VALUE FEDERAL HOME LOAN MTG CORP MTG PTC CTF GROUP #E0-0592 DTD 12-1-98 MATURITY DATE 12-01-13, RATE 6.00% $ 2,945 $ 2,955 FEDERAL HOME LOAN MTG CORP MTG PTC CTF GROUP #B0-0455 DTD 11-01-94 MATURITY DATE 12-01-03, RATE 9.00% 456 446 FEDERAL HOME LOAN MTG CORP MTG PTC CTF GROUP #B0-0511 DTD 5-1-95 MATURITY DATE 05-01-06, RATE 9.50% 264 262 FEDERAL HOME LOAN MTG CORP MTG PTC CTF GROUP #B0-0623 DTD 1-1-97 MATURITY DATE 06-01-06, RATE 9.00% 568 558 FEDERAL HOME LOAN MTG CORP MTG PTC CTF GROUP #B0-0669 DTD 1-1-98 MATURITY DATE 8-1-05, RATE 9.00% 1,418 1,403 FEDERAL HOME LOAN MTG CORP MULTICLASS MTG P/CG1615E MATURITY DATE 08-15-06, RATE 5.30% 840 893 FEDERAL HOME LOAN MTG CORP MULTICLASS MTG P/CG1697 PG MATURITY DATE 04-15-06, RATE 5.80% 4,483 4,514 FEDERAL HOME LOAN MTG CORP MULTICLASS CTF SER 31 D MATURITY 04-25-24, RATE 0.00% 2,672 2,988 FEDERAL HOME LOAN MTG CORP MTG GROUP #17-0128 DTD 6-1-85 MATURITY DATE 06-01-15, RATE 11.50% 76 76 FEDERAL HOME LOAN MTG CORP MTG GROUP #38-0062 DTD 11-1-89 MATURITY DATE 11-01-04, RATE 9.50% 455 451 FEDERAL HOME LOAN MTG CORP MTG GROUP #20-0100 DTD 3-1-92 MATURITY DATE 11-01-05, RATE 9.50% 1,139 1,131
CENTRAL AND SOUTH WEST CORPORATION RETIREMENT SAVINGS PLAN, PLAN #002 Line 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES FIXED INCOME FUND AS OF DECEMBER 31, 1998 (in thousands) EIN: 51-0007707
(a) (b) (c) (d) (e) PARTY-IN- COST CURRENT INTEREST IDENTITY OF ISSUE DESCRIPTION VALUE VALUE FEDERAL HOME LOAN MTG CORP MTG GROUP #50-4019 DTD 11-1-96 MATURITY DATE 03-01-06, RATE 9.00% $ 396 $ 390 FEDERAL HOME LOAN MTG CORP MTG GROUP #50-4124 DTD 7-1-97 MATURITY DATE 04-01-05, RATE 9.00% 445 440 FEDERAL HOME LOAN MTG CORP MTG GROUP #54-6107 DTD 3-1-90 MATURITY DATE 01-01-16, RATE 11.25% 132 132 F N M A GTD REMIC PASS THRU CTF 93-136PB MATURITY DATE 03-25-19, RATE 6.00% 2,923 2,953 F N M A GTD REMIC PASS THRU CTF 93-199PE MATURITY DATE 07-25-18, RATE 5.650% 1,258 1,268 F N M A GTD REMIC PASS THRU CTF 1994-51PT MATURITY DATE 04-25-18, RATE 5.750% 965 983 F N M A GTD REMIC PASS THRU CTF 1997-M1 MATURITY DATE 01-17-03, RATE 6.7831% 1,026 1,045 FEDERAL NATL MTG ASSN GTD MTG PASS POOL #0050412 DTD 3-1-91 MATURITY DATE 3-1-06 THRU CTF RATE 9.00% 423 422 FEDERAL NATL MTG ASSN GTD MTG PASS POOL #55535 DTD 10-1-87 REG MATURITY THRU CTF DATE 01-01-01, RATE 11.500%. 3 3 FEDERAL NATL MTG ASSN GTD MTG PASS POOL #70722 DTD 01-01-91 REG MATURITY THRU CTF DATE 01-01-06, RATE 9.000%. 395 392 FEDERAL NATL MTG ASSN GTD MTG PASS POOL #0124253 DTD 3-1-92 REG MATURITY THRU CTF DATE 12-1-06 RATE 9.50% 352 344
CENTRAL AND SOUTH WEST CORPORATION RETIREMENT SAVINGS PLAN, PLAN #002 Line 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES FIXED INCOME FUND AS OF DECEMBER 31, 1998 (in thousands) EIN: 51-0007707
(a) (b) (c) (d) (e) PARTY-IN- COST CURRENT INTEREST IDENTITY OF ISSUE DESCRIPTION VALUE VALUE FEDERAL NATL MTG ASSN GTD MTG PASS POOL #0303262 DTD 03-01-95 REG MATURITY THRU CTF DATE 05-01-07, RATE 9.50% $ 3,207 $ 3,166 FEDERAL NATL MTG ASSN GTD MTG PASS POOL #313592 DTD 06-01-97 REG MATURITY THRU CTF DATE 02-01-01, RATE 11.00% 621 621 FEDERAL NATL MTG ASSN GTD MTG PASS POOL #341615 DTD 03-01-96 REG MATURITY THRU CTF DATE 030-01-08, RATE 9.50% 913 903 FEDERAL NATL MTG ASSN GTD MTG PASS POOL #0362457 DTD 10-1-96 REG MATURITY THRU CTF DATE 06-01-02, RATE 8.50% 1,009 1,011 FEDERAL NATL MTG ASSN GTD MTG PASS POOL #0415828 DTD 2-01-98 REG MATURITY THRU CTF DATE 12-01-12, RATE 9.00% 1,294 1,301 FEDERAL NATL MTG ASSN GTD MTG PASS POOL #0426810 DTD 4-01-98 REG MATURITY THRU CTF DATE 05-01-05, RATE 9.00% 2,213 2,192 GOVT NATL MTG ASSN MODIFIED PASS POOL #40476 DTD 4-1-80 REG MATURITY THRU CTF DATE 03-15-10, RATE 11.500% 103 99 GOVT NATL MTG ASSN MODIFIED PASS POOL #57188 DTD 5-1-83 REG MATURITY THRU CTF DATE 05-15-13 RATE 11.500% 51 49 GOVT NATL MTG ASSN MODIFIED PASS POOL #58631 DTD 4-1-83 REG MATURITY THRU CTF DATE 03-15-13, RATE 11.500% 38 37 GOVT NATL MTG ASSN MODIFIED PASS POOL #61340 DTD 2-1-83 REG MATURITY THRU CTF DATE 02-15-13, RATE 11.500% 123 119 GOVT NATL MTG ASSN MODIFIED PASS POOL #64555 DTD 9-1-83 REG MATURITY THRU CTF DATE 09-15-13, RATE 11.500% 29 29
CENTRAL AND SOUTH WEST CORPORATION RETIREMENT SAVINGS PLAN, PLAN #002 Line 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES FIXED INCOME FUND AS OF DECEMBER 31, 1998 (in thousands) EIN: 51-0007707
(a) (b) (c) (d) (e) PARTY-IN- COST CURRENT INTEREST IDENTITY OF ISSUE DESCRIPTION VALUE VALUE GOVT NATL MTG ASSN MODIFIED PASS POOL #71263 DTD 7-1-83 REG MATURITY , THRU CTF DATE 07-15-13 RATE 11.500% $ 24 $ 24 FEDERAL HOME LOAN MTG CORP MTG GROUP #E7-3836 DTD 12-1-98 MATURITY DATE 12-01-13, RATE 5.50% 4,928 4,925 GOVT NATL MTG ASSN MODIFIED PASS POOL #0140158 DTD 09-1-85 REG MATURITY THRU CTF DATE 09-15-15, RATE 11.50% 17 17 GOVT NATL MTG ASSN MODIFIED PASS POOL #0144095 DTD 11-1-85 REG MATURITY THRU CTF DATE 11-15-15, RATE 11.50% 3 3 GOVT NATL MTG ASSN MODIFIED PASS POOL #0780306 DTD 01-1-96 REG MATURITY THRU CTF DATE 11-15-06, RATE 9.000% 414 408 GOVT NATL MTG ASSN MODIFIED PASS POOL #0780321 DTD 02-1-96 REG MATURITY THRU CTF DATE 07-15-07, RATE 9.50% 2,377 2,335 GOVT NATL MTG ASSN MODIFIED PASS POOL #0780328 DTD 02-1-96 REG MATURITY THRU CTF DATE 10-15-06, RATE 10.000% 409 392 USA TREAS NTS DTD 1/31/97 MATURITY DATE 1/31/02, 45,225 45,442 RATE 6.250% USA TREAS NTS DTD 2/18/97 MATURITY DATE 2/15/00, 1,009 1,014 RATE 5.875% USA TREAS NTS DTD 8/15/97 MATURITY DATE 8/15/00, 1,013 1,022 RATE 6.00% USA TREAS NTS DTD 11/30/97 MATURITY DATE 11/15/00, 6,050 6,117 RATE 5.750% USA TREAS NTS MATURITY DATE 5/15/03 1,333 1,329 -------- -------- TOTAL $ 104,287 $ 104,786 -------- --------
CENTRAL AND SOUTH WEST CORPORATION RETIREMENT SAVINGS PLAN, PLAN #002 Line 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES FIXED INCOME FUND AS OF DECEMBER 31, 1998 (in thousands) EIN: 51-0007707
(a) (b) (c) (d) (e) PARTY-IN- COST CURRENT INTEREST IDENTITY OF ISSUE DESCRIPTION VALUE VALUE COMMON/COLLECT TRUST FUNDS: LASALLE NATIONAL TRUST INCOME PLUS FUND $ 85,532 $ 85,532 -------- -------- TOTAL $ 85,532 $ 85,532 -------- -------- OTHER: * MELLON BANK EB TEMPORARY INVESTMENT FUND, RATE 5.51% $ 17,650 $ 17,650 -------- -------- TOTAL $ 17,650 $ 17,650 -------- -------- TOTAL FIXED FUND INVESTMENTS: GENERAL INVESTMENTS $ 209,975 $ 210,474 ======== ========
* COLUMN (A) INDICATES EACH IDENTIFIED PERSON/ENTITY KNOWN TO BE A PARTY-IN-INTEREST. THIS SUPPLEMENTAL SCHEDULE LISTS ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 1998, AS REQUIRED BY THE DEPARTMENT OF LABOR RULES AND REGULATIONS FOR REPORTING AND DISCLOSURE. CENTRAL AND SOUTH WEST CORPORATION RETIREMENT SAVINGS PLAN, PLAN #002 Line 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES CSW CORPORATION STOCK FUND AS OF DECEMBER 31, 1998 (in thousands except share and par value amounts) EIN: 51-0007707
(a) (b) (c) (d) (e) PARTY-IN- COST CURRENT INTEREST IDENTITY OF ISSUE DESCRIPTION VALUE VALUE COMMON STOCK: * CENTRAL & SOUTH WEST CORPORATION 8,262,992 SHARES COMMON STOCK, $175,889 $ 226,716 $3.50 PAR VALUE * MELLON BANK EB TEMPORARY INVESTMENT FUND, 4,700 4,700 RATE 5.51% -------- -------- TOTAL GENERAL INVESTMENTS $180,589 $ 231,416 ======== ========
* COLUMN (A) INDICATES EACH IDENTIFIED PERSON/ENTITY KNOWN TO BE A PARTY-IN-INTEREST. THIS SUPPLEMENTAL SCHEDULE LISTS ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 1998, AS REQUIRED BY THE DEPARTMENT OF LABOR RULES AND REGULATIONS FOR REPORTING AND DISCLOSURE. CENTRAL AND SOUTH WEST CORPORATION RETIREMENT SAVINGS PLAN, PLAN #002 Line 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES ASSET ALLOCATION FUND AS OF DECEMBER 31, 1998 (in thousands) EIN: 51-0007707
(a) (b) (c) (d) (e) PARTY-IN- COST CURRENT INTEREST IDENTITY OF ISSUE DESCRIPTION VALUE VALUE INTEREST IN REGISTERED INVESTMENT COMPANIES: WANGER ASSET MANAGEMENT, L.P. ACORN FUND #5600008899 $ 2,551 $ 2,765 VENTURE ADVISORS DAVIS NEW YORK VENTURE FUND 2,829 5,004 #25-2119060982 THE VANGUARD GROUP VANGUARD S/T CORPORATE BOND FUND 12,272 12,305 #9876566232 AMERICAN FUNDS SERVICE COMPANY EUROPACIFIC GROWTH FUND #59078586 3,195 3,822 AMERICAN FUNDS SERVICE COMPANY WASHINGTON MUTUAL FUND #58483115-01 4,233 5,189 -------- -------- TOTAL GENERAL INVESTMENTS $ 25,080 $ 29,085 ======== ========
* COLUMN (A) INDICATES EACH IDENTIFIED PERSON/ENTITY KNOWN TO BE A PARTY-IN-INTEREST. THIS SUPPLEMENTAL SCHEDULE LISTS ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 1998, AS REQUIRED BY THE DEPARTMENT OF LABOR RULES AND REGULATIONS FOR REPORTING AND DISCLOSURE. CENTRAL AND SOUTH WEST CORPORATION RETIREMENT SAVINGS PLAN, PLAN #002 Line 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES CAPITAL APPRECIATION FUND AS OF DECEMBER 31, 1998 (in thousands) EIN: 51-0007707
(a) (b) (c) (d) (e) PARTY-IN- COST CURRENT INTEREST IDENTITY OF ISSUE DESCRIPTION VALUE VALUE INTEREST IN REGISTERED INVESTMENT COMPANIES: THE JANUS FUND JANUS FUND #42-200208624-0 $ 25,108 $ 36,071 NEUBERGER & BERMAN EQUITY TRUST GUARDIAN TRUST FUND #0000584 28,010 28,985 TWENTIETH CENTURY INVESTORS TWENTIETH CENTURY INVESTORS ULTRA 41,438 44,745 #22001330733 --------- --------- TOTAL GENERAL INVESTMENTS $ 94,556 $ 109,801 ========= =========
* COLUMN (A) INDICATES EACH IDENTIFIED PERSON/ENTITY KNOWN TO BE A PARTY-IN-INTEREST. THIS SUPPLEMENTAL SCHEDULE LISTS ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 1998, AS REQUIRED BY THE DEPARTMENT OF LABOR RULES AND REGULATIONS FOR REPORTING AND DISCLOSURE. CENTRAL AND SOUTH WEST CORPORATION RETIREMENT SAVINGS PLAN, PLAN #002 Line 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES GROWTH AND INCOME FUND AS OF DECEMBER 31, 1998 (in thousands) EIN: 51-0007707
(a) (b) (c) (d) (e) PARTY-IN- COST CURRENT INTEREST IDENTITY OF ISSUE DESCRIPTION VALUE VALUE INTEREST IN REGISTERED INVESTMENT COMPANIES: AMERICAN FUNDS SERVICE COMPANY AMERICAN MUTUAL FUND #58338376-03 $ 38,269 $ 42,420 WADDELL & REED UNITED INCOME FUND #21281167-621 34,630 40,626 THE VANGUARD GROUP WINDSOR II FUND #9846629536 37,369 37,293 --------- ---------- TOTAL GENERAL INVESTMENTS $ 110,268 $ 120,339 ========= ==========
* COLUMN (A) INDICATES EACH IDENTIFIED PERSON/ENTITY KNOWN TO BE A PARTY-IN-INTEREST. THIS SUPPLEMENTAL SCHEDULE LISTS ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 1998, AS REQUIRED BY THE DEPARTMENT OF LABOR RULES AND REGULATIONS FOR REPORTING AND DISCLOSURE. CENTRAL AND SOUTH WEST CORPORATION RETIREMENT SAVINGS PLAN, PLAN #002 Line 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES LOAN FUND AS OF DECEMBER 31, 1998 (in thousands) EIN: 51-0007707
(a) (b) (c) (d) (e) PARTY-IN- COST CURRENT INTEREST IDENTITY OF ISSUE DESCRIPTION VALUE VALUE * PARTICIPANT LOANS LOANS TO PARTICIPANTS, INTEREST RATES ON OUTSTANDING LOANS RANGE FROM 7%-11%. - 30,342 ---------- ---------- TOTAL GENERAL INVESTMENTS $ - $ 30,342 ========== ========== TOTAL OF RETIREMENT SAVINGS PLAN ASSETS HELD FOR INVESTMENT PURPOSES: $ 620,468 $ 731,457 ========== ==========
* COLUMN (A) INDICATES EACH IDENTIFIED PERSON/ENTITY KNOWN TO BE A PARTY-IN-INTEREST. THIS SUPPLEMENTAL SCHEDULE LISTS ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 1998, AS REQUIRED BY THE DEPARTMENT OF LABOR RULES AND REGULATIONS FOR REPORTING AND DISCLOSURE. CENTRAL AND SOUTH WEST CORPORATION RETIREMENT SAVINGS PLAN LINE 27b - SCHEDULE OF DEFAULTED LOANS OR FIXED INCOME OBLIGATIONS AS OF DECEMBER 31, 1998 EIN: 51-0007707
(a) (b) (c) (d) (e) (f) (g) (h) (i) Amount received during Detailed description of the Amount overdue reporting year loan Original Identity and address amount of Unpaid bal at Maturity Interest Colla- Princ- Inter- of obligor loan Principal Interest end of year Loan date date rate teral ipal est Names and Addresses Omitted for Confidentiality 2,400 276 10 - 10/31/96 05/31/98 9.25 401K acct - - Names and Addresses Omitted for Confidentiality 1,323 - - - 06/16/97 06/15/01 9.50 401K Acct - - Names and Addresses Omitted for Confidentiality 4,000 - - - 12/16/96 10/31/97 9.25 401K Acct - - Names and Addresses Omitted for Confidentiality 6,000 - - - 04/01/96 11/15/97 9.50 401K Acct - -
THIS SUPPLEMENTAL SCHEDULE LISTS DEFAULTED LOANS OR FIXED INCOME OBLIGATIONS AT DECEMBER 31, 1998. AS REQUIRED BY THE DEPARTMENT OF LABOR RULES AND REGULATIONS FOR REPORTING AND DISCLOSURE. CENTRAL AND SOUTH WEST CORPORATION RETIREMENT SAVINGS PLAN LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS AS OF DECEMBER 31, 1998 EIN: 51-0007707
(a)(b) (c) (d) (e) (f) (g) (h) (i) Description of asset and Current value Identity of party involved of asset on (include interest rate and Purchase Selling Lease Expense Inccurred Cost transaction Net gain maturity in case of a loan) Price Price Rental with transaction of asset date or (loss) FIXED INCOME FUND Lasalle National Trust Income Plus Fund 1 PURCHASE: $58,084,748 $58,084,748 Mellon Bank N A BSDT Late Money Deposit Acct. 18 SALES: $40,799,271 $40,799,271 18 PURCHASES: $40,799,271 $40,799,271 Mellon Bank N A EB Temporary Investment Fund 174 SALES: $339,079,729 $339,079,729 243 PURCHASES: $352,276,829 $352,276,829 Central & South West Corp Del Com 66 SALES: $119,369,331 $162,181,570 $42,812,239 40 PURCHASES: $73,557,450 $73,557,450 Mellon Bank N A EB Temporary Investment Fund 130 SALES: $154,622,171 $154,622,171 120 PURCHASES: $156,772,801 $156,772,801 GROWTH & INCOME FUND Vanguard Windsor II Portfolio 114 SALES: $47,478,495 $50,206,889 $2,728,394 143 PURCHASES: $61,504,297 $61,504,297 CAPITAL APPRECIATION FUND American Century Investments Twentieth Century Ultra Funds 102 SALES: $34,479,969 $36,165,549 $1,685,580 156 PURCHASES: $53,103,737 $53,103,737
THIS SUPPLEMENTAL SCHEDULE LISTS REPORTABLE TRANSACTIONS AT DECEMBER 31, 1998. A SINGLE OR SERIES OF TRANSACTIONS ARE REPORTABLE THE VALUE EXCEEDS 5% OF THE TOTAL VALUE THE PLAN'S ASSETS OF JANUARY 1, 1998 AS REQUIRED BY THE DEPARTMENT OF LABOR RULES AND REGULATIONS FOR REPORTING AND DISCLOSURE. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Benefits Advisory Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. CENTRAL AND SOUTH WEST CORPORATION RETIREMENT SAVINGS PLAN (Name of Plan) By: /s/ L. B. Connors Controller Central and South West Corporation Date: June 18, 1999 INDEX TO EXHIBIT EXHIBIT TRANSMISSION NUMBER DESCRIPTION METHOD 1 CONSENT OF INDEPENDENT ELECTRONIC PUBLIC ACCOUNTANTS (ARTHUR ANDERSEN LLP, DALLAS, TEXAS) EX-99.1 2 EXHIBIT 1 EXHIBIT 1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report included in this Form 11-K, into the corporation's previously filed registration statement on Form S-8 (File No. 2-70746). Arthur Andersen LLP DALLAS, TEXAS -----END PRIVACY-ENHANCED MESSAGE-----