SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A12b
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
CLECO CORPORATION
(Exact name of registrant as specified in its charter)
LOUISIANA 72-1445282
(State of incorporation or organization) (I.R.S. Employer I.D. No.)
2030 DONAHUE FERRY ROAD
PINEVILLE, LOUISIANA 71360
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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RIGHTS TO PURCHASE PREFERRED STOCK NEW YORK STOCK EXCHANGE, INC.
PACIFIC STOCK EXCHANGE
If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ ]
If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: not applicable.
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
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.
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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
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action of the Board of Directors ordering 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.
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
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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.
A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as an exhibit to this Registration Statement
on Form 8-A. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement,
which is incorporated herein by reference.
ITEM 2. 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 Rights Certificate and as Exhibit B the Summary of Rights
to Purchase Common Stock. (Incorporated by reference to Exhibit 1 to
the Company's Current Report on Form 8-K dated July 28, 2000 (File No.
1-15759).) Pursuant to the Rights Agreement, Rights Certificates will
not be mailed until after the Distribution Date (as defined in the
Rights Agreement).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
CLECO CORPORATION
Date: August 8, 2000 By: /s/ THOMAS J. HOWLIN
--------------------------------------
Name: Thomas J. Howlin
Title: Senior Vice President of Financial
Services Profit Center and
Chief Financial Officer
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