CLECO CORP
8-K, EX-2, 2000-07-28
ELECTRIC SERVICES
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Investor Contacts:
Cleco Corporation:                  The Financial Relations Board:
Michael P. Prudhomme                Kristine Walczak      Bob Schwaller
(318) 484-7649                      Analyst Inquiries     Media Inquiries
Kathleen F. Nolen                   (312) 640-6723        (972) 830-2295
(318) 484-7687
Rodney J. Hamilton
(318) 484-7593


FOR IMMEDIATE RELEASE


                CLECO CORPORATION ADOPTS SHAREHOLDER RIGHTS PLAN

PINEVILLE, La., July 28, 2000 -- Cleco Corporation (NYSE, PCX: CNL) announced
today that its board of directors has adopted a Rights Plan designed to protect
company shareholders from coercive or unfair takeover techniques. Terms of the
Rights Plan provide for a dividend distribution of one Right for each
outstanding share of common stock to holders of record at the close of business
on August 14, 2000. The Rights Plan would be triggered if an acquiring party
accumulates 15% or more of the company's common stock and would entitle holders
of the Rights to purchase either the company's stock or shares in an acquiring
entity at half of market value. The company would generally be entitled to
redeem the Rights at $0.01 per Right at any time until the tenth day following
the time the rights become exercisable. The Rights will expire on July 30, 2010.

David Eppler, Cleco's President and Chief Executive Officer, said, "The board of
directors believes that the Rights Plan represents a sound and reasonable means
of safeguarding the interests of the company's shareholders. The board of
directors is not aware of any effort of any kind to acquire control of the
company." Mr.Eppler said the Rights Plan is similar to those adopted by over
2000 other companies, and that details of the new Rights Plan will be outlined
in the company's Form 8-K filing with the SEC today and a letter to be mailed to
shareholders following the August 14, 2000 record date for the plan.

Cleco Corporation is a regional energy services company headquartered in
Pineville, La. It operates a nonregulated midstream energy business that
develops and operates power plants; and a regulated electric utility company
that serves about 246,000 customers in Louisiana.

PLEASE NOTE: THIS NEWS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS THAT ARE
SUBJECT TO MANY RISKS AND UNCERTAINTIES. ACTUAL RESULTS MAY DIFFER MATERIALLY.
PROSPECTIVE INVESTORS SHOULD REFER TO CLECO CORPORATION'S NOTICES OF DISCLOSURE
REGARDING FORWARD-LOOKING STATEMENTS IN VARIOUS REPORTS FILES WITH THE
SECURITIES AND EXCHANGE COMMISSION, INCLUDING ITS LATEST ANNUAL REPORT ON FORM
10-K AND QUARTERLY REPORTS ON FORM 10-Q.

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