CLECO CORP
8-K, 2000-07-28
ELECTRIC SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported): JULY 28, 2000



                                CLECO CORPORATION
             (Exact name of registrant as specified in its charter)





          LOUISIANA                    1-15759                   72-1445282
(State or other jurisdiction   (Commission File Number)        (IRS Employer
      of incorporation)                                      Identification No.)





         2030 DONAHUE FERRY ROAD
          PINEVILLE, LOUISIANA                                    71360
(Address of principal executive offices)                        (Zip Code)




        Registrant's telephone number, including area code: 318-484-7400


<PAGE>



ITEM 5.   OTHER EVENTS

          On July 28, 2000, the Board of Directors of Cleco Corporation (the
"Company") declared a dividend of one right ("Right") for each outstanding share
of the Company's Common Stock, par value $2 per share ("Common Stock"), to
shareholders of record at the close of business on August 14, 2000. Each Right
entitles the registered holder to purchase from the Company a unit consisting of
one one-hundredth of a share (a "Fractional Share") of Series A Participating
Preferred Stock, par value $25 per share (the "$25 Preferred Stock"), at a
purchase price of $125 per Fractional Share, subject to adjustment (the
"Purchase Price"). The description and terms of the Rights are set forth in a
Rights Agreement dated as of July 28, 2000 as it may from time to time be
supplemented or amended (the "Rights Agreement") between the Company and
Equiserve Trust Company, as Rights Agent.

          Initially, the Rights will be attached to all certificates
representing outstanding shares of Common Stock, and no separate certificates
for the Rights ("Rights Certificates") will be distributed. The Rights will
separate from the Common Stock and a "Distribution Date" will occur, with
certain exceptions, upon the earlier of (i) ten days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding shares of Common Stock (the date of
the announcement being the "Stock Acquisition Date"), or (ii) ten business days
following the commencement of a tender offer or exchange offer that would result
in a person's becoming an Acquiring Person. In certain circumstances, the
Distribution Date may be deferred by the Board of Directors. Certain inadvertent
acquisitions will not result in a person's becoming an Acquiring Person if the
person promptly divests itself of sufficient Common Stock. Until the
Distribution Date, (a) the Rights will be evidenced by the Common Stock
certificates (together with a copy of the Summary of Rights or bearing the
notation referred to below) and will be transferred with and only with such
Common Stock certificates, (b) new Common Stock certificates issued after August
14, 2000 will contain a notation incorporating the Rights Agreement by reference
and (c) the surrender for transfer of any certificate for Common Stock (with or
without a copy of the Summary of Rights) will also constitute the transfer of
the Rights associated with the Common Stock represented by such certificate.

          The Rights are not exercisable until the Distribution Date and will
expire at the close of business on July 30, 2010, unless earlier redeemed or
exchanged by the Company as described below.

          As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of Common Stock as of the close
of business on the Distribution Date and, from and after the Distribution Date,
the separate Rights Certificates alone will represent the Rights. All shares of
Common Stock issued prior to the Distribution Date will be issued with Rights.
Shares of Common Stock issued after the Distribution Date in connection with
certain employee benefit plans or upon conversion of certain securities will be
issued with Rights. Except as otherwise determined by the Board of Directors, no
other shares of Common Stock issued after the Distribution Date will be issued
with Rights.

                                      -2-
<PAGE>

          In the event (a "Flip-In Event") that a person becomes an Acquiring
Person (except pursuant to a tender or exchange offer for all outstanding shares
of Common Stock at a price and on terms that a majority of the Continuing
Directors (as hereinafter defined) determines to be fair to and otherwise in the
best interests of the Company and its shareholders (a "Permitted Offer")), each
holder of a Right will thereafter have the right to receive, upon exercise of
such Right, a number of shares of Common Stock (or, in certain circumstances,
cash, property or other securities of the Company) having a Current Market Price
(as defined in the Rights Agreement) equal to two times the exercise price of
the Right. Notwithstanding the foregoing, following the occurrence of any
Triggering Event, all Rights that are, or (under certain circumstances specified
in the Rights Agreement) were, beneficially owned by or transferred to an
Acquiring Person (or by certain related parties) will be null and void in the
circumstances set forth in the Rights Agreement. However, Rights are not
exercisable following the occurrence of any Flip-In Event until such time as the
Rights are no longer redeemable by the Company as set forth below.

          In the event (a "Flip-Over Event") that, at any time from and after
the time an Acquiring Person becomes such, (i) the Company is acquired in a
merger or other business combination transaction (other than certain mergers
that follow a Permitted Offer), or (ii) 50% or more of the Company's assets or
earning power is sold or transferred, each holder of a Right (except Rights that
are voided as set forth above) shall thereafter have the right to receive, upon
exercise, a number of shares of common stock of the acquiring company having a
Current Market Price equal to two times the exercise price of the Right. Flip-In
Events and Flip-Over Events are collectively referred to as "Triggering Events."

          The number of outstanding Rights associated with a share of Common
Stock, or the number of Fractional Shares of $25 Preferred Stock issuable upon
exercise of a Right and the Purchase Price, are subject to adjustment in the
event of a stock dividend on, or a subdivision, combination or reclassification
of, the Common Stock occurring prior to the Distribution Date. The Purchase
Price payable, and the number of Fractional Shares of $25 Preferred Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution in the event of certain
transactions affecting the $25 Preferred Stock.

          With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional shares of $25 Preferred Stock that are not integral
multiples of a Fractional Share are required to be issued upon exercise of
Rights and, in lieu thereof, an adjustment in cash may be made based on the
market price of the $25 Preferred Stock on the last trading date prior to the
date of exercise. Pursuant to the Rights Agreement, the Company reserves the
right to require prior to the occurrence of a Triggering Event that, upon any
exercise of Rights, a number of Rights be exercised so that only whole shares of
$25 Preferred Stock will be issued.

          At any time until ten days following the first date of public
announcement of the occurrence of a Flip-In Event, the Company may redeem the
Rights in whole, but not in part, at a price of $0.01 per Right, payable, at the
option of the Company, in cash, shares of Common Stock or such other
consideration as the Board of Directors may determine. Under certain
circumstances set forth in the Rights Agreement, the decision to redeem shall
require the concurrence of a majority of the Continuing Directors. Immediately
upon the effectiveness of the action of the Board of Directors ordering

                                      -3-
<PAGE>

redemption of the Rights, with, where required, the concurrence of the
Continuing Directors, the Rights will terminate and the only right of the
holders of Rights will be to receive the $0.01 redemption price.

          The term "Continuing Director" means any member of the Board of
Directors of the Company, while such Person is a member of the Board of
Directors of the Company, who is not, and has never been, an officer or employee
of the Company or any Subsidiary of the Company and who is not an Acquiring
Person, or an Affiliate or Associate of an Acquiring Person, or a nominee or
representative of an Acquiring Person or of any such Affiliate or Associate, if
(i) such Person was a member of the Board of Directors of the Company prior to
the time a Person becomes an Acquiring Person or (ii) such Person's nomination
for election or election to the Board of Directors of the Company is recommended
or approved by a majority of the then Continuing Directors, either by a specific
vote or by approval of the proxy statement issued by the Company on behalf of
the Board of Directors in which such person is named as a proposed nominee for
director.

          At any time after the occurrence of a Flip-In Event and prior to a
person's becoming the beneficial owner of 50% or more of the shares of Common
Stock then outstanding or the occurrence of a Flip-Over Event, the Company (with
the concurrence of a majority of the Continuing Directors) may exchange the
Rights (other than Rights owned by an Acquiring Person or an affiliate or an
associate of an Acquiring Person, which will have become void), in whole or in
part, at an exchange ratio of one share of Common Stock, and/or other equity
securities deemed to have the same value as one share of Common Stock, per
Right, subject to adjustment.

          Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights should not
be taxable to shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company or for the
common stock of the acquiring company as set forth above or are exchanged as
provided in the preceding paragraph.

          Other than the redemption price, any of the provisions of the Rights
Agreement may be amended by the Board of Directors of the Company (in certain
circumstances, with the concurrence of the Continuing Directors) as long as the
Rights are redeemable. Thereafter, the provisions of the Rights Agreement other
than the redemption price may be amended by the Board of Directors (in certain
circumstances, with the concurrence of the Continuing Directors) in order to
cure any ambiguity, defect or inconsistency, to make changes that do not
materially adversely affect the interests of holders of Rights (excluding the
interests of any Acquiring Person), or to shorten or lengthen any time period
under the Rights Agreement; provided, however, that no amendment to lengthen the
time period governing redemption shall be made at such time as the Rights are
not redeemable.

          A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an exhibit to this Report on Form 8-K. This summary
description of the Rights does not purport to be complete and is qualified in

                                      -4-
<PAGE>

its entirety by reference to the Rights Agreement, which is incorporated herein
by reference.

          The Rights will have certain anti-takeover effects. The Rights will
cause substantial dilution to any person or group that attempts to acquire the
Company without the approval of the Company's Board of Directors. As a result,
the overall effect of the Rights may be to render more difficult or discourage
any attempt to acquire the Company even if such acquisition may be favorable to
the interests of the Company's shareholders. Because the Company's Board of
Directors (in some cases, with the concurrence of the Continuing Directors) can
redeem the Rights or approve a Permitted Offer, the Rights should not interfere
with a merger or other business combination approved by the Board of Directors
of the Company.

          The information set forth in the Company's press release dated July
28, 2000, included herewith as Exhibit 2, is incorporated by reference into this
Current Report on Form 8-K.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

          (c)      Exhibits

                   1.   Rights Agreement dated as of July 28, 2000 between Cleco
                        Corporation and Equiserve Trust Company, as Rights
                        Agent, which includes as Exhibit A the form of Articles
                        of Amendment to the Amended and Restated Articles of
                        Incorporation of the Company setting forth the terms of
                        the $25 Preferred Stock, as Exhibit B the form of Rights
                        Certificate and as Exhibit C the Summary of Rights to
                        Purchase Preferred Stock. Pursuant to the Rights
                        Agreement, Rights Certificates will not be mailed until
                        after the Distribution Date (as defined in the Rights
                        Agreement).

                   2.   Press release issued by the Company dated July 28, 2000.

                                      -5-
<PAGE>

                                    SIGNATURE

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



                                    CLECO CORPORATION


Date:  July 28, 2000                By: /s/ Thomas J. Howlin
                                       ---------------------------------------
                                       Name:  Thomas J. Howlin
                                       Title: Senior Vice President of Financial
                                              Services Profit Center and
                                              Chief Financial Officer
                                              (Principal Accounting Officer)


                                      -6-


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