-----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, UjGtfiOrQgD+jeSQeWKdXv118nR1seZ8Gqm+OsV328Lrha3YNG2tBij1BL2VthoP cxaqPSf/vgXnLS6imnTWiw== /in/edgar/work/20000628/0000018540-00-000065/0000018540-00-000065.txt : 20000920 0000018540-00-000065.hdr.sgml : 20000920 ACCESSION NUMBER: 0000018540-00-000065 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL & SOUTH WEST CORP CENTRAL INDEX KEY: 0000018540 STANDARD INDUSTRIAL CLASSIFICATION: [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: 663406 BUSINESS ADDRESS: STREET 1: 1616 WOODALL RODGERS FRWY CITY: DALLAS STATE: TX ZIP: 75202 BUSINESS PHONE: 2147771000 11-K 1 0001.txt 11-K 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.) 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 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. CENTRAL AND SOUTH WEST CORPORATION RETIREMENT SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31 (Thousands)
1999 1998 1997 --------- --------- --------- 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 ========= ========= =========
* See Note 4 The accompanying notes are an integral part of these financial statements. 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 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. 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 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. (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. (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. 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. 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
(a) (b) (c) (d) (e) PARTY-IN- COST CURRENT INTEREST IDENTITY OF ISSUE DESCRIPTION VALUE VALUE 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
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
(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 #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
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
(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 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
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
(a) (b) (c) (d) (e) PARTY-IN- COST CURRENT INTEREST IDENTITY OF ISSUE DESCRIPTION VALUE VALUE 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
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
(a) (b) (c) (d) (e) PARTY-IN- COST CURRENT INTEREST IDENTITY OF ISSUE DESCRIPTION VALUE VALUE 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 -------- --------
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
(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 $ 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 ======== ========
* 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. 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
(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 $ 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 ======== ========
* 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. 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
(a) (b) (c) (d) (e) PARTY-IN- COST CURRENT INTEREST IDENTITY OF ISSUE DESCRIPTION VALUE VALUE 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 ========= ==========
* 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. 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
(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 $ 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 ========= =========
* 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. 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
(a) (b) (c) (d) (e) PARTY-IN- COST CURRENT INTEREST IDENTITY OF ISSUE DESCRIPTION VALUE VALUE 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 ======== ========
* 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. 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
(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%. $ - $ 29,449 ---------- ---------- TOTAL GENERAL INVESTMENTS $ - $ 29,449 ========== ========== TOTAL OF RETIREMENT SAVINGS PLAN ASSETS HELD FOR INVESTMENT PURPOSES: $ 683,938 $ 752,829 ========== ==========
* 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. CENTRAL AND SOUTH WEST CORPORATION RETIREMENT SAVINGS PLAN SCHEDULE H LINE 4j - SCHEDULE OF REPORTABLE TRANSACTIONS AS OF DECEMBER 31, 1999 EIN: 51-0007707
(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) ------------------------------------- --------- -------- -------- ---------- ---------- ------------- --------- 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 -
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. 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 INDEX TO EXHIBIT EXHIBIT TRANSMISSION NUMBER DESCRIPTION METHOD ------ ----------- ------ 1 CONSENT OF INDEPENDENT ELECTRONIC PUBLIC ACCOUNTANTS (ARTHUR ANDERSEN LLP) DALLAS, TEXAS) EX-99.1 2 0002.txt 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 June 28, 2000 -----END PRIVACY-ENHANCED MESSAGE-----