SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-3A-2
Statement by Holding Company Claiming Exemption Under Rule U-3A-2 from
the Provisions of the Public Utility Holding Company Act of 1935
To Be Filed Annually Prior to March 1
- -----------------------------------------------------------------------------
CLECO CORPORATION
hereby files with the Securities and Exchange Commission, pursuant to Rule 2,
its statement claiming exemption as a holding company from the provisions of the
Public Utility Holding Company Act of 1935, and submits the following
information:
1. Name, state of organization, location and nature of business of claimant
and every subsidiary thereof, other than any exempt wholesale generator (EWG) or
foreign utility company in which claimant directly or indirectly holds an
interest.
A. Cleco Corporation ("Cleco") is incorporated under the laws of the
State of Louisiana and has its principal place of business at 2030 Donahue
Ferry Road, Pineville, Louisiana 71360. Effective July 1, 1999, Cleco
became the parent holding company of Cleco Utility Group Inc. ("Cleco
Utility") through a statutory share exchange of each share of common stock
and preferred stock of Cleco Utility for one share of common stock or
preferred stock, as the case may be, of Cleco, all in accordance with the
Plan of Reorganization and Share Exchange Agreement, dated as of March 29,
1999. Cleco and Cleco Utility, the only subsidiary public utility company
of Cleco, are predominantly intrastate in character and carry on their
business substantially in Louisiana, the state of incorporation for both
entities.
B. Cleco Utility, a wholly-owned subsidiary of Cleco, is incorporated
under the laws of the State of Louisiana and has its principal place of
business at 2030 Donahue Ferry Road, Pineville, Louisiana 71360. It is an
operating electric public utility engaged in the generation, purchase,
transmission, distribution and sale of electric energy in portions of
north, central, south central and southeast Louisiana. Cleco Utility
supplies retail and sale-for-resale electric service to approximately
242,000 customers.
C. CLE Resources, Inc. ("CLE Resources"), a wholly-owned subsidiary of
Cleco, is incorporated under the laws of the State of Delaware. Because
CLE Resources' sole function is to provide some of the financing for Cleco
Utility's affiliates and that function will be replaced by Cleco, it is
anticipated that CLE Resources will be dissolved at an appropriate time in
the future.
D. Cleco Midstream Resources LLC ("Cleco Midstream"), a wholly-owned
subsidiary of Cleco, is organized under the laws of the State of Louisiana
and serves as an intermediary holding company, with its subsidiaries
engaged in energy procurement, prospective exempt wholesale generation,
and energy sales businesses.
i. CLE Intrastate Pipeline Company, Inc., a wholly-owned
subsidiary of Cleco Midstream, is incorporated under the laws of the
State of Louisiana and owns and operates a set of intrastate natural
gas transmission pipelines connecting Cleco Utility's natural gas-
fired power plants to the interstate natural gas transmission grid.
ii. Cleco Columbian LLC, a wholly-owned subsidiary of Cleco
Midstream, is organized under the laws of the State of Louisiana and
is a potential electric co-generation and wholesale electric
marketing project that is in an early developmental stage.
iii. Cleco Energy LLC ("Cleco Energy"), a partially-owned
subsidiary of Cleco Midstream (Cleco Midstream's ownership is
93.1%), is organized under the laws of the State of Texas and
engages primarily in the wholesale marketing of natural gas as well
as natural gas production, gathering and transmission.
(a) Sabine Texican Pipeline Company ("Sabine Texican"), a
wholly-owned subsidiary of Cleco Energy, is organized under
the laws of the State of Texas and engages in the production,
purchasing, gathering, marketing and transmission of natural
gas through its subsidiaries.
(1) Four Square Gas Company, Inc., a wholly-owned
subsidiary of Sabine Texican, is incorporated under the
laws of the State of Louisiana and serves as the
principal marketing arm of liquid hydrocarbons and
natural gas for Sabine Texican.
(2) DeSoto Pipeline Company, Inc. ("DeSoto Pipeline"),
a wholly-owned subsidiary of Sabine Texican, is
incorporated under the laws of the State of Louisiana
and engages in the ownership and operation of intrastate
natural gas transmission pipelines.
(3) Four Square Production, L.L.C., a wholly-owned
subsidiary of Sabine Texican, is organized under the
laws of the State of Texas and engages in the ownership
and operation of oil and natural gas producing wells.
(4) Panola Exploration, Inc., a wholly-owned
subsidiary of Sabine Texican, is incorporated under the
laws of the State of Texas and was formed to acquire
working interests in oil and/or natural gas properties.
It currently has no assets and is not considered an
operating entity of Sabine Texican.
(5) Hudson SVD, L.L.C. ("Hudson SVD"), a partially-
owned subsidiary of Sabine Texican (50%), is organized
under the laws of the State of Texas and owns several
natural gas gathering systems.
(i) Providence Partners, L.L.C., a partially-
owned subsidiary of Hudson SVD (62%), is organized
under the laws of the State of Texas and engages
in the development and operation of a natural gas
gathering system and processing plant.
(ii) Hudson Capital Partners, L.L.C., a
partially-owned subsidiary of Hudson SVD (88%), is
organized under the laws of the State of Texas.
It has no assets, is inactive and is in the
process of dissolution.
iv. Cleco Evangeline LLC ("Cleco Evangeline"), a wholly-owned
subsidiary of Cleco Midstream, is organized under the laws of the
State of Louisiana and represents an electric generation and
wholesale marketing project that is in a developmental stage.
Evangeline has received pre-authorization from the Federal Energy
Regulatory Commission ("FERC") to operate as an EWG if and when it
owns and operates eligible facilities, as defined in the Public
Utility Holding Company Act of 1935, as amended ("PUHCA"), and sells
electric energy at wholesale, as defined in PUHCA (and as described
in Evangeline's EWG application to the FERC). Evangeline is not yet
engaged either in the ownership and operation of eligible facilities
or in the selling of electric energy at wholesale. Thus, Evangeline
is not yet an EWG; it being anticipated that Evangeline will
complete its formation as an EWG in the second quarter of the year
2000.
v. Cleco Generation Services LLC, a wholly-owned subsidiary of
Cleco Midstream, is organized under the laws of the State of
Louisiana and is a services company that plans to provide electric
power plant operations, maintenance, and engineering expertise as
well as labor support to Cleco Utility's power plants and
potentially to other generation owners, such as utilities other than
Cleco Utility and manufacturing industries with plant site
generation.
vi. Cleco Marketing & Trading LLC, a wholly-owned subsidiary of
Cleco Midstream, is organized under the laws of the State of
Louisiana and is a service company (owning or operating no
facilities for the generation, transmission or distribution of
electric energy for sale) that engages in the wholesale marketing of
electricity.
E. Cleco Support Group LLC, a wholly-owned subsidiary of Cleco, is
organized under the laws of the State of Louisiana and provides joint and
common office support services to Cleco and its affiliates in the areas of
information technology support; financial, cash management, accounting and
auditing services; human resources; corporate communications; project
consulting; and other administrative services.
F. Utility Construction & Technology Solutions LLC, a wholly-owned
subsidiary of Cleco, is organized under the laws of the State of Louisiana
and operates diversified lines of business that are related to the
distribution and retail sales functions of Cleco Utility. These
diversified lines of business are not public utility actions subject to
the jurisdiction of the Louisiana Public Service Commission.
2. A brief description of the properties of claimant and each of its
subsidiary public utility companies used for the generation, transmission, and
distribution of electric energy for sale, or for the production, transmission,
and distribution of natural or manufactured gas, indicating the location of
principal generating plants, transmission lines, producing fields, gas
manufacturing plants, and electric and gas distribution facilities, including
all such properties which are outside the state in which claimant and its
subsidiaries are organized and all transmission or pipelines which deliver or
receive electric energy or gas at the borders of such state.
A. Cleco does not own any property used for the generation,
transmission and distribution of electric energy for sale, or for the
production, transmission, distribution of natural gas or manufactured gas.
B. As of December 31, 1998, Cleco Utility owned electric generating
facilities with an aggregate capacity of approximately 1,693
megawatts ("MW"). Cleco Utility's ownership interests in generation
facilities1, which it uses to serve its retail customers and to make
wholesale sales of electric energy, are as follows:
Generating Facility Location Percent Ownership MW Owned
Coughlin St. Landry, La. 100 334
Dolet Hills Mansfield, La. 50 325
Franklin Franklin, La. 100 7
Rodemacher #1 Boyce, La. 100 440
Rodemacher #2 Boyce, La. 30 157
Teche Baldwin, La. 100 430
As of December 31, 1998, Cleco Utility also owned a transmission system
(69 kV and above) of approximately 1,190 circuit miles, including 21 miles of 69
kV lines; 648 miles of 138 kV lines; 454 miles of 230 kV lines; and 67 miles of
500 kV lines, and a distribution system of 14,111 circuit miles, including 377
circuit miles of underground distribution. Electric substation capacity
associated with the above-described electric system consisted of 192
distribution substations with a total installed transformer capacity of 1,721
MVa and 91 transmission substations with a total installed transformer capacity
of 9,570 MVa. The electric generating stations and substations, general office
building, central warehouse, regional customer service offices/centers, and call
center are located in Louisiana.
As of July 1, 1999, Cleco Utility does not own any properties for the
production, transmission, or distribution of natural gas or manufactured gas.
3. The following information for the last calendar year with respect to
claimant and each of its subsidiary public utility companies:
(a) Number of kwh of electric energy sold (at retail or wholesale), and Mcf of
natural or manufactured gas distributed at retail.
Electricity Gas
Cleco Non None
Cleco Utility 9,227,587,000 None
(b) Number of kwh of electric energy and Mcf of natural or manufactured gas
distributed at retail outside the state in which each such company is organized.
Electricity Gas
Cleco None None
Cleco Utility None None
(c) Number of kwh of electric energy and Mcf of natural or manufactured gas
sold at wholesale outside the state in which each such company is organized, or
at the state line.
Electricity Gas
Cleco None None
Cleco Utility 550,000 None
(d) Number of kwh of electric energy and Mcf of natural or manufactured gas
purchased outside the state in which each such company is organized or at the
state line.
Electricity Gas
Cleco None None
Cleco Utility 6,325,000 None
4. The following information for the reporting period with respect to
claimant and each interest it holds directly or indirectly in an EWG or a
foreign utility company, stating monetary amounts in United States dollars:
Cleco is not an EWG or a foreign utility company and it currently does not
hold any interest, directly or indirectly, in an EWG or a foreign utility
company. As noted in the summary description of Evangeline, Evangeline has
received pre-authorization from the FERC to operate as an EWG if and when it
owns and operates eligible facilities, as defined in PUHCA, and sells electric
energy at wholesale, as defined in PUHCA (and as described in Evangeline's EWG
application to the FERC). Evangeline is not yet engaged either in the ownership
and operation of eligible facilities or in the selling of electric energy at
wholesale. Thus, Evangeline is not yet an EWG; it being anticipated that
Evangeline will complete its formation as an EWG in the second quarter of the
year 2000. Accordingly, the answer to each of the following questions is "not
applicable at this time".
(a) Name, location, business address and description of the facilities used by
the EWG or foreign utility company for the generation, transmission and
distribution of electric energy for sale or for the distribution at retail of
natural or manufactured gas.
Not applicable at this time.
(b) Name of each system company that holds an interest in such EWG or
foreign utility company and description of the interest held.
Not applicable at this time.
(c) Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee of the
security of the EWG or foreign utility company by the holding company claiming
exemption; and any debt or other financial obligation for which there is
recourse, directly or indirectly, to the holding company claiming exemption or
another system company, other than the EWG or foreign utility company.
Not applicable at this time.
(d) Capitalization and earnings of the EWG or foreign utility company
during the reporting period.
Not applicable at this time.
(e) Identify any service, sales or construction contract(s) between the EWG or
foreign utility company and a system company, and describe the services to be
rendered or goods sold and fees or revenues under such agreement(s).
Not applicable at this time.
EXHIBIT A
A consolidating statement of income and surplus of the claimant and its
subsidiary companies for the last calendar year, together with a consolidating
balance sheet of claimant and its subsidiary companies as of the close of such
calendar year.
As of December 31, 1998, Cleco (formerly, Cleco Holding Corporation) had
not engaged in any operations and it did not have any subsidiary companies. For
general informational purposes, attached is a consolidating statement of income
and surplus for Cleco Utility (formerly, Cleco Corporation) and its subsidiary
companies for the 1998 calendar year, together with a consolidating balance
sheet of Cleco Utility and its subsidiary companies as of December 31, 1998.
EXHIBIT B
Financial Data Schedule
If, at the time a report on this form is filed, the registrant is required
to submit this report and any amendments thereto electronically via EDGAR, the
registrant shall furnish a Financial Data Schedule. The Schedule shall set
forth the financial and other data specified below that are applicable to the
registrant on a consolidated basis.
As of December 31, 1998, Cleco (formerly, Cleco Holding Corporation) had
not engaged in any operations and it did not have any subsidiary companies. For
general informational purposes, the following Schedule sets forth the total
assets, total operating revenues and net income for Cleco Utility (formerly,
Cleco Corporation) on a consolidated basis for the 1998 calendar year.
Item No. Caption Heading In Thousands
1 Total Assets $1,429,000
2 Total Operating Revenues $ 515,175
3 Net Income $ 53,801
EXHIBIT C
An organizational chart showing the relationship of each EWG or foreign
utility company to associate companies in the holding-company system.
Not applicable at this time.
The above-named claimant has caused this statement to be duly executed on
its behalf by its authorized officer on this 23 day of August, 1999.
Cleco Corporation
By: /s/ Thomas J. Howlin
Thomas J. Howlin
Senior Vice President &
Chief Financial Officer
CORPORATE SEAL
Attest:
By: /s/ Carla Boothe
Carla Boothe
Assistant Corporate Secretary
Name, title, and address of officer to whom notices and correspondence
concerning this statement should be addressed:
Thomas J. Howlin With copy to:
Senior Vice President &
Chief Financial Officer Alan C. Wolf
Cleco Corporation Phelps Dunbar, L.L.P.
2030 Donahue Ferry Road 400 Poydras Street
Pineville, Louisiana 71360 30th Floor
Phone: (318) 484-7400 New Orleans, Louisiana 70130-3245
Fax: (318) 484-7777 Phone: (504) 584-9316
Fax: (504) 568-9130
1 This information is contained in Cleco's Annual Report, as filed with the
United States Securities and Exchange Commission, on Form 10-K for the year
ended December 31, 1998.
EXHIBIT A
CLECO CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
For the Years Ended December 31,
1998 1997 1996
(In thousands,
except share and per share amounts)
<S> <C> <C> <C>
OPERATING REVENUES $515,175 $456,245 $437,121
Operating expenses
Fuel used for electric generation 142,737 136,009 115,642
Power purchased 53,011 44,590 55,609
Other operation 98,388 64,618 64,770
Restructuring charges 1,891
Maintenance 30,285 23,286 23,489
Depreciation 48,369 45,890 43,441
Taxes other than income taxes 35,420 33,422 29,595
Federal and state income taxes 26,666 27,729 26,154
Total operating expenses 434,876 377,435 358,700
OPERATING INCOME 80,299 78,810 78,421
Interest income 372 427 256
Allowance for other funds used during
construction 812 620 1,134
Other income (expenses), net (322) 1,248 333
INCOME BEFORE INTEREST CHARGES 81,161 81,105 80,144
Interest charges
Interest on debt and other 27,016 27,549 27,492
Allowance for borrowed funds used
during construction (904) (169) (590)
Amortization of debt discount,
premium and expense, net 1,248 1,206 1,107
Total interest charges 27,360 28,586 28,009
NET INCOME 53,801 52,519 52,135
Preferred dividend requirements, net 2,137 2,117 2,074
NET INCOME APPLICABLE TO COMMON STOCK $ 51,664 $ 50,402 $ 50,061
AVERAGE SHARES OF COMMON STOCK
OUTSTANDING
Basic 22,480,163 22,459,770 22,442,683
Diluted 23,867,458 23,864,031 23,857,967
EARNINGS PER AVERAGE SHARE
Basic $2.30 $2.24 $2.23
Diluted $2.24 $2.18 $2.16
CASH DIVIDENDS PAID PER SHARE OF
COMMON STOCK $1.61 $1.57 $1.53
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
EXHIBIT A
CLECO CORPORATION
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
At December 31,
1998 1997
(In thousands)
<S> <C> <C>
ASSETS
Utility plant and other property, plant
and equipment
Property, plant and equipment $1,565,028 $1,506,949
Accumulated depreciation (551,705) (518,664)
Net property, plant and equipment 1,013,323 988,285
Construction work-in-progress 76,475 37,277
Total utility plant, net 1,089,798 1,025,562
Investments and other assets 3,500 3,479
Current assets
Cash and cash equivalents 19,457 18,015
Accounts receivable, net
Customer accounts receivable (less
allowance for doubtful accounts of
$812 in 1998 and $684 in 1997) 27,436 28,822
Other accounts receivable 22,218 18,601
Notes receivable 930 930
Unbilled revenues 9,712 11,090
Fuel inventory, at average cost 9,725 8,648
Material and supplies inventory, at
average cost 12,674 14,413
Other current assets 1,738 1,894
Total current assets 103,890 102,413
Prepayments 8,293 8,331
Regulatory assets - deferred taxes 95,199 115,285
Other deferred charges 30,975 29,418
Accumulated deferred federal and state income
taxes 97,345 76,556
TOTAL ASSETS $1,429,000 $1,361,044
CAPITALIZATION AND LIABILITIES
Common shareholders' equity
Common stock, $2 par value, authorized
50,000,000 shares, issued 22,767,754 and
22,762,754 shares at December 31,1998
and 1997, respectively $ 45,535 $ 45,525
Premium on capital stock 113,871 113,763
Retained earnings 271,019 255,549
Treasury stock, at cost, 281,930 and
299,842 shares at December 31, 1998
and 1997, respectively (5,734) (6,086)
Total common shareholders' equity 424,691 408,751
Preferred stock
Not subject to mandatory redemption 29,718 30,102
Subject to mandatory redemption 5,680 6,120
Deferred compensation related to preferred
stock held by ESOP (16,923) (18,766)
Long-term debt, net 343,042 365,897
Total capitalization 786,208 792,104
Current liabilities
Short-term debt 68,416 34,219
Long-term debt due within one year 33,330 15,000
Accounts payable 61,786 53,365
Customer deposits 20,120 20,172
Taxes accrued 11,942 12,211
Interest accrued 7,340 7,681
Accumulated deferred fuel 4,613 2,965
Other current liabilities 3,868 5,102
Total current liabilities 211,415 150,715
Deferred credits
Accumulated deferred federal and state
income taxes 286,619 296,123
Accumulated deferred investment tax credits 27,784 29,574
Regulatory liabilities - deferred taxes 81,074 62,468
Other deferred credits 35,900 30,060
Total deferred credits 431,377 418,225
TOTAL CAPITALIZATION AND LIABILITIES $1,429,000 $1,361,044
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
[ARTICLE] UT
This schedule contains summary financial information extracted
from the Company's financial statements and is qualified in its
entirety by reference to such financial statements.
[MULTIPLIER] 1,000
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS.
[FISCAL-YEAR-END] Dec-31-1998
[PERIOD-START] Jan-01-1998
[PERIOD-END] Dec-31-1998
[BOOK-VALUE] PER-BOOK
[TOTAL-NET-UTILITY-PLANT] $ 1,089,798
[OTHER-PROPERTY-AND-INVEST] $ 3,500
[TOTAL-CURRENT-ASSETS] $ 103,890
[TOTAL-DEFERRED-CHARGES] $ 223,519
[OTHER-ASSETS] $ 8,293
[TOTAL-ASSETS] $ 1,429,000
[COMMON] $ 45,535
[CAPITAL-SURPLUS-PAID-IN] $ 108,137
[RETAINED-EARNINGS] $ 271,019
[TOTAL-COMMON-STOCKHOLDERS-EQ] $ 424,691
[PREFERRED-MANDATORY] $ 5,680
[PREFERRED] $ 12,795
[LONG-TERM-DEBT-NET] $ 128,042
[SHORT-TERM-NOTES] $ 0
[LONG-TERM-NOTES-PAYABLE] $ 215,000
[COMMERCIAL-PAPER-OBLIGATIONS] $ 68,416
[LONG-TERM-DEBT-CURRENT-PORT] $ 33,330
[PREFERRED-STOCK-CURRENT] $ 0
[CAPITAL-LEASE-OBLIGATIONS] $ 0
[LEASES-CURRENT] $ 0
[OTHER-ITEMS-CAPITAL-AND-LIAB] $ 541,046
[TOT-CAPITALIZATION-AND-LIAB] $ 1,429,000
[GROSS-OPERATING-REVENUE] $ 515,175
<INCOME-TAX-EXPENSES> $ 26,666
[OTHER-OPERATING-EXPENSES] $ 408,210
[TOTAL-OPERATING-EXPENSES] $ 434,876
[OPERATING-INCOME-LOSS] $ 80,299
[OTHER-INCOME-NET] $ 862
[INCOME-BEFORE-INTEREST-EXPEN] $ 81,161
[TOTAL-INTEREST-EXPENSE] $ 27,360
[NET-INCOME] $ 53,801
[PREFERRED-STOCK-DIVIDENDS] $ 2,137
[EARNINGS-AVAILABLE-FOR-COMM] $ 51,664
[COMMON-STOCK-DIVIDENDS] $ 36,194
[TOTAL-INTEREST-ON-BONDS] $ 8,992
[CASH-FLOW-OPERATIONS] $ 113,384
[EPS-BASIC] $ 2.30
[EPS-DILUTED] $ 2.24
</TABLE>
