CLECO CORP
10-K/A, 2000-05-24
ELECTRIC SERVICES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
              [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1999       Commission file number 1-15759

                                       Or

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                                CLECO CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

       LOUISIANA                                        72-1445282
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                      Identification No.)


2030 DONAHUE FERRY ROAD, PINEVILLE, LOUISIANA           71360-5226
    (Address of principal executive offices)            (Zip Code)

        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (318) 484-7400

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                                         NAME OF EACH EXCHANGE
    TITLE OF EACH CLASS                                   ON WHICH REGISTERED
Common Stock, $2.00 Par Value                            New York Stock Exchange
                                                          Pacific Stock Exchange

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                               TITLE OF EACH CLASS
                   Cumulative Preferred Stock, $100 Par Value
                   4.50%
                   Convertible, Series of 1991

  Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]    No [ ]

  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.[ ]

  As of March 1, 2000, the aggregate value of the Registrant's voting stock held
by non-affiliates was $692,478,798. The Registrant's Cumulative Preferred Stock
is not listed on any exchange, nor are prices for the Cumulative Preferred Stock
quoted on NASDAQ; therefore, its market value is not readily determinable and is
not included in the foregoing amount.

  As of March 1, 2000, there were 22,442,093 shares outstanding of the
Registrant's Common Stock, par value $2.00 per share.

                       DOCUMENTS INCORPORATED BY REFERENCE

  Portions of the Registrant's Annual Report to Shareholders for the year ended
December 31, 1999 (1999 Annual Report to Shareholders), furnished to the
Securities and Exchange Commission pursuant to Rule 14a-3(c) under the
Securities Exchange Act of 1934, are filed as Exhibit 13 to this report and
incorporated by reference into Part II herein. Portions of the Registrant's
definitive Proxy Statement relating to the Annual Meeting of Shareholders to be
held on April 28, 2000, are incorporated by reference into Part III herein.




<PAGE>


                                     PART IV

         ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
                                   ON FORM 8-K

<TABLE>
<CAPTION>
                                                                                                     1999 ANNUAL
                                                                                    FORM 10-K/A       REPORT TO
                                                                                   ANNUAL REPORT    SHAREHOLDERS
                                                                                   -------------    ------------
<S>             <C>                                                                     <C>              <C>
   14(a)(1)     Consolidated Statements of Income for the years ended
                    December 31, 1999, 1998 and 1997                                                     31
                Consolidated Balance Sheets at December 31, 1999 and 1998                                32
                Consolidated Statements of Cash Flows for the years ended
                    December 31, 1999, 1998 and 1997                                                     34
                Consolidated Statements of Changes in Common Shareholders'
                    Equity for the years ended December 31, 1999, 1998 and
                    1997                                                                                 35
                Notes to Consolidated Financial Statements                                               36
                Report of Independent Accountants                                                        53
   14(a)(2)     Financial Statement Schedules

                Report of Independent Accountants                                        7
                Schedule I - Financial Statements of Cleco Corporation
                      Condensed Statement of Income                                      8
                      Condensed Balance Sheet                                            9
                      Condensed Statement of Cash Flows                                 11
                      Condensed Statement of Changes in Common Shareholder's
                           Equity                                                       12
                      Notes to the Condensed Financial Statements                       13
                Schedule II - Valuation and Qualifying Accounts                         16
                Financial Statement Schedules other than those shown in the
                    above index are omitted because they are either not required
                    or are not applicable or the required information is shown
                    in the Consolidated Financial Statements and Notes thereto.

   14(a)(3)     List of Exhibits

</TABLE>


The Exhibits designated by an asterisk are filed herewith. The Exhibits not so
designated have been previously filed with the SEC and are incorporated herein
by reference. The Exhibits designated by two asterisks are management contracts
and compensatory plans and arrangements required to be filed as Exhibits to this
Report.




                                       2
<PAGE>


<TABLE>
<CAPTION>
                                                              SEC FILE OR       REGISTRATION
                                                              REGISTRATION       STATEMENT         EXHIBIT
                  EXHIBITS                                      NUMBER           OR REPORT         NUMBER
- ---------------------------------------------------------    -------------     -------------     -----------

<S>         <C>                                               <C>               <C>               <C>
2(a)        Plan of Reorganization and                        333-71643-01      S-4(6/30/99)      C
              Share Exchange Agreement

3(a)        Articles of Incorporation of the                  333-71643-01      S-4(6/30/99)      A
              Company, effective  July 1, 1999

3(b)        Bylaws of the Company,                            333-71643-01      S-4(6/30/99)      B
              effective July 1, 1999

4(a)(1)     Indenture of Mortgage dated as of July 1,         1-5663            10-K(1997)        4(a)(1)
              1950, between the Company and First
              National Bank of New Orleans, as Trustee

4(a)(2)     First Supplemental Indenture dated as             1-5663            10-K(1997)        4(a)(2)
              of October 1, 1951, to Exhibit 4(a)(1)

4(a)(3)     Second Supplemental Indenture dated as            1-5563            10-K(1997)        4(a)(3)
              of June 1, 1952, to Exhibit 4(a)(1)

4(a)(4)     Third Supplemental Indenture dated as             1-5563            10-K(1997)        4(a)(4)
              of January 1, 1954, to Exhibit 4(a)(1)

4(a)(5)     Fourth Supplemental Indenture dated as            1-5563            10-K(1997)        4(a)(5)
              of November 1, 1954, to Exhibit 4(a)(1)

4(a)(6)     Tenth Supplemental Indenture dated as             1-5663            10-K(1986)        4(a)(11)
              of September 1, 1965, to Exhibit 4(a)(1)

4(a)(7)     Eleventh Supplemental Indenture dated             1-5663            10-K(1998)        4(a)(8)
              as of April 1, 1969, to Exhibit 4(a)(1)

4(a)(8)     Eighteenth Supplemental Indenture dated as        1-5663            10-K(1993)        4(a)(8)
              of December 1, 1982, to Exhibit 4(a)(1)

4(a)(9)     Nineteenth Supplemental Indenture dated as        1-5663            10-K(1993)        4(a)(9)
              of January 1, 1983, to Exhibit 4(a)(1)

4(a)(10)    Twenty-Sixth Supplemental Indenture dated as      1-5663            8-K(3/90)         4(a)(27)
              of  March 15, 1990, to Exhibit 4(a)(1)

4(b)        Indenture between the Company and Bankers         33-24896          S-3(10/11/88)     4(b)
              Trust Company, as Trustee, dated as of
              October 1, 1988

4(b)(1)     Agreement Appointing Successor Trustee            333-02895         S-3(4/26/96)      4(a)(2)
              dated as of April 1, 1996 by and among Central
              Louisiana Electric Company, Inc., Bankers
              Trust Company and The Bank of New York

4(c)        $100,000,000 Credit Agreement                     1-5663            10-Q(6/95)        4
              dated as of June 15, 1995, among Utility
              Group,  certain Banks parties thereto,
              and The Bank of New York, as Agent




                                       3
<PAGE>



4(d)        $120,000,000 364-Day Credit                       333-71643-01      10-Q(9/99)        4(a)
              Agreement dated  August 25, 1999 among
              the Company, the lenders party thereto, the
              First National Bank of Chicago, as
              Syndicate Agent, Westdeutsche Landesbank
              Girozentrale, as Documentation Agent, Fleet
              National Bank, as Managing Agent and the
              Bank of New York, as Administrative Agent

4(e)        $80,000,000 Three year  Credit                    333-71643-01      10-Q(9/99)        4(b)
              Agreement dated  August 25, 1999 among
              the Company, the lenders party thereto, the
              First National Bank of Chicago, as
              Syndicate Agent, Westdeutsche Landesbank
              Girozentrale, as Documentation Agent, Fleet
              National Bank, as Managing Agent and the
              Bank of New York, as Administrative Agent

4(f)        Agreement Under Regulation S-K                    333-71643-01      10-Q(9/99)        4(c)
              Item 601(b)(4)(iii)(A)

*4(m)       Trust Indenture dated as of December 10, 1999
              Between Cleco Evangeline LLC and Bank
              One Trust Company, N.A. as Trustee
              Relating to $218,600,000, 8.82% Senior
              Secured Bonds due 2019

**10(a)     1990 Long-Term Incentive Compensation Plan        1-5663            1990 Proxy        A
                                                                                Statement (4/90)
**10(b)     1981 Incentive Stock Option Plan                  1-5663            10-K(1992)        10(i)

**10(c)     Participation Agreement, Annual Incentive
              Compensation Plan

**10(d)     Deferred Compensation Plan for Directors          1-5663            10-K(1992)        10(n)

**10(e)(1)  Supplemental Executive Retirement Plan            1-5663            10-K(1992)        10(o)(1)

**10(e)(2)  Form of Supplemental Executive Retirement         1-5663            10-K(1992)        10(o)(2)
              Plan Participation Agreement between the
              Company and the following officers:
              Gregory L. Nesbitt, David M. Eppler,
              Catherine C. Powell, Darrell J. Dubroc and
              Thomas J. Howlin

**10(f)     Form of Executive Severance Agreement between     1-5663            10-K(1995)        10(f)
              the Company and the following officers:
              Gregory L. Nesbitt, David M. Eppler,
              Catherine C. Powell, Darrell J. Dubroc and
              Thomas J. Howlin.


                                       4
<PAGE>


10(h)(1)    Term Loan Agreement dated as of April 2, 1991,    1-5663            10-Q(3/91)        4(b)
              among the 401(k) Savings and Investment Plan
              ESOP Trust, the Company, as Guarantor, the
              Banks listed therein and The Bank of New York,
              as Agent

10(h)(2)    Assignment and Assumption Agreement, effective    1-5663            10-Q(3/91)        4(c)
              as of May 6, 1991, between The Bank of New York
              and the Canadian Imperial Bank of Commerce,
              relating  to Exhibit 10(h)(1)

10(h)(3)    Assignment and Assumption Agreement dated as of   1-5663            10-K(1991)        10(y)(3)
              July 3, 1991, between The Bank of New York
              and Rapides Bank and Trust Company in
              Alexandria, relating to Exhibit 10(h)(1)

10(h)(4)    Assignment and Assumption Agreement dated as of   1-5663            10-K(1992)        10(bb)(4)
              July 6, 1992, among The Bank of New York,
              CIBC, Inc. and Rapides Bank and Trust Company
              in Alexandria, as Assignors, the 401(k)
              Savings and Investment Plan ESOP Trust, as
              Borrower, and the Company, as Guarantor,
              relating to Exhibit 10(h)(1)

10(i)       Reimbursement Agreement (The Industrial           1-5663            10-K(1997)        10(i)
              Development Board of the Parish of Rapides,
              Inc. (Louisiana) Adjustable Tender Pollution
              Control Revenue Refunding Bonds, Series
              1991) dated as of October 15, 1997, among the
              Company, various financial institutions, and
              Westdeutsche Landesbank Gironzentiale,
              New York Branch, as Agent

10(l)       Selling Agency Agreement between the Company      333-02895         S-3(12/10/96)     1
              and Salomon Brothers Inc, Merrill Lynch & Co.,
              Smith Barney Inc. and First Chicago Capital
              Markets, Inc. dated as of December 12, 1996

10(m)       401(k) Savings and Investment Plan ESOP           1-5663            10-K(1997)        10(m)
              Trust Agreement dated as of August 1, 1997,
              between UMB Bank, N.A. and the Company

10(m)(1)    First Amendment to 401(k) Savings and Investment  1-5663            10-K(1997)        10(m)(1)
              Plan ESOP Trust Agreement dated as of
              October 1, 1997, between UMB Bank, N.A. and
              the Company



                                       5
<PAGE>



10(n)       Form of Notice and Acceptance of Grant            333-71643-01      10-Q(9/99)        10(a)
              of Nonqualified Stock Options, with
              fixed option price.

10(o)       Form of Notice and Acceptance of Grant            333-71643-01      10-Q(9/99)        10(b)
              of Nonqualified Stock Options, with
              variable option prices.

10(p)       Form of Notice and Acceptance of Grant            333-71643-01      10-Q(9/99)        10(c)
              of Nonqualified Stock Options, awarded to
              Gregory L. Nesbitt.

*  11       Computation of Net Income Per Common Share

*  12       Computation of Earnings to Fixed Charges and
              Earnings to Combined Fixed Charges and
              Preferred Stock Dividends

*  13       Management's Discussion and Analysis of
              Financial Condition and Results of Operations,
              Consolidated Financial Statements and Notes
              and Report of Independent Accountants

*  21       Subsidiaries of the Registrant

*  23       Consent of Independent Accountants

*  24       Power of Attorney from each Director of the
              Company whose signature is affixed to this
              Form 10-K for the year ended December 31,
              1999

*  27       Financial Data Schedule UT

</TABLE>


14(b) Reports on Form 8-K

     During the three-month period ended December 31, 1999, the Company filed no
Current Reports on Form 8-K.




                                       6
<PAGE>



                      Report of Independent Accountants on
                          Financial Statement Schedules

To the Board of Directors
of Cleco Corporation:

         Our audits of the consolidated financial statements referred to in our
report dated January 31, 2000 appearing in the 1999 Annual Report to
Shareholders of Cleco Corporation (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the financial statement schedules listed in Item
14(a)(2) of the Form 10-K. In our opinion, these financial statement schedules
present fairly, in all material respects, the information set forth therein when
read in conjunction with the related consolidated financial statements.

PricewaterhouseCoopers LLP
New Orleans, Louisiana
January 31, 2000




                                       7
<PAGE>


                                                          Schedule 1
                           Cleco Corporation
                         (Parent Company Only)
                     Condensed Statement of Income
                 For the Year Ended December 31, 1999

<TABLE>
<CAPTION>
                                                            (In thousands)
<S>                                                           <C>
Income
     Equity in income of subsidiaries                          $ 34,260
     Subsidiary revenues                                         43,308
     Other income                                                   153
                                                               --------

     Total income                                                77,721
                                                               --------

Expenses and other Deductions
     Administrative and General                                     273
     Subsidiary costs                                            43,308
     Interest                                                       666
                                                              ---------

     Expenses and other deductions                               44,247
                                                              ---------

     Net income before income taxes
         and preferred dividends                                 33,474

     Income tax benefit                                           (512)
                                                              ---------

     Net income before preferred dividends                       33,986

     Preferred dividends                                            963
                                                              ---------

     Net income                                               $  33,023
                                                              =========
</TABLE>


The accompanying notes are an integral part of the condensed financial
statements.



                                       8
<PAGE>




                                                                 Schedule 1
                                Cleco Corporation
                              (Parent Company Only)
                             Condensed Balance Sheet
                              At December 31, 1999

<TABLE>
<CAPTION>
                                                                (In thousands)

<S>                                                               <C>
ASSETS

     Current assets
         Cash and cash equivalents                                $   9,314
         Receivable from subsidiaries                                31,334
         Interest receivable                                             74
                                                                   --------
     Total current assets                                            40,722

     Restricted cash                                                 15,000
     Notes receivables from subsidiaries                              5,620
     Investment in subsidiaries, equity basis                       435,513
                                                                  ---------

         Total Assets                                             $ 496,855
                                                                  =========
</TABLE>



The accompanying notes are an integral part of the condensed financial
statements.


(Continued on next page)



                                       9
<PAGE>




                                                                   Schedule 1
                                Cleco Corporation
                              (Parent Company Only)
                       Condensed Balance Sheet (Continued)
                              At December 31, 1999

<TABLE>
<CAPTION>
                                                                  (In thousands)
<S>                                                                   <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
     Current Liabilities
         Short-term debt                                              $  20,000
         Accounts payable                                                   652
         Interest accrued                                                    42
         Payable to subsidiaries                                         24,313
         Taxes accrued                                                       91
                                                                      ---------

            Total current liabilities                                    45,098

     Deferred credits                                                       248
                                                                      ---------

Total liabilities and deferred credits                                   45,346
                                                                      ---------

     Shareholder's equity
     Preferred stock
     Not subject to mandatory redemption                                 28,880
     Deferred compensation related to preferred
       stock held by ESOP                                               (14,991)
                                                                      ---------
            Total preferred stock not subject to
              mandatory redemption                                       13,889
                                                                      ---------

     Common stock, $2 par value, authorized
       50,000,000 shares, issued 22,531,870
       and zero shares at December 31, 1999
       and 1998, respectively                                            45,064
     Premium on capital stock                                           112,733
     Retained earnings                                                  282,825
     Treasury stock, at cost, 90,094 and zero
         at December 31, 1999 and 1998 respectively                      (3,002)
                                                                      ---------

            Total common shareholders' equity                           437,620
                                                                      ---------
                 Total shareholders' equity                             451,509
                                                                      ---------

Total liabilities and shareholders' equity                            $ 496,855
                                                                      =========

</TABLE>



The accompanying notes are an integral part of the condensed financial
statements.



                                       10
<PAGE>




                                                                     Schedule 1
                                   Cleco Corporation
                                 (Parent Company Only)
                           Condensed Statement of Cash Flows
                         For the Year Ended December 31, 1999

<TABLE>
<CAPTION>
                                                                (In thousands)

<S>                                                                <C>
Operating Activities
     Net Income                                                    $ 33,986
     Noncash items included in net income
        Equity in earnings of subsidiaries                          (34,260)
     Changes in assets and liabilities
        Accounts receivable from subsidiaries                       (31,334)
        Interest receivable                                             (74)
        Accounts payable to affiliates                               24,313
        Accounts payable                                                652
        Interest payable                                                 42
        Taxes accrued                                                    91
        Other, net                                                     (670)
                                                                   --------

        Net cash used in operating activities                        (7,254)
                                                                   --------

Investing activities
     Common stock dividends from subsidiaries                        39,829
     Notes receivable from subsidiaries                              (5,620)
                                                                   --------

           Net cash provided by investing activities                 34,209
                                                                   --------

Financing activities
     Repurchase of common stock                                      (3,002)
     Transfer of cash into restricted account                       (15,000)
     Increase in short term debt, net                                20,000
     Dividends paid on common and preferred stock                   (19,639)
                                                                   --------

           Net cash used in financing activities                    (17,641)
                                                                   --------

Net increase in cash and cash equivalents                             9,314
Cash and cash equivalents, beginning of year                              -
                                                                   --------
Cash and cash equivalents, beginning of year                       $  9,314
                                                                   ========

Supplemental Disclosures of Cash Flow Information

     Interest paid, net of amount capitalized                      $    251
                                                                   ========
     Income taxes, paid net of amount reimbursed by
          subsidiaries                                             $      0
                                                                   ========

</TABLE>

The accompanying notes are an integral part of the condensed financial
statements.




                                       11
<PAGE>



<TABLE>
<CAPTION>
                                                                                                                        Schedule 1
                                                        Cleco Corporation
                                                      (Parent Company Only)
                                  Condensed Statement of Changes in Common Shareholders' Equity
                                               For the Year Ended December 31, 1999

                                                           (In thousands except share and per share amounts)

                                                           Common Stock             Premium                     Treasury Stock
                                                      ----------------------       On Capital   Retained      ------------------
                                                        Shares       Amount          Stock      Earnings      Shares       Cost
                                                      ----------    --------       --------     --------      ------      ------

<S>                                                   <C>           <C>             <C>         <C>           <C>         <C>
Balance, December 31, 1998                                 1,000

     Purchase of Treasury Shares                                                                              90,094      $3,002
     Cancellation of original shares                      (1,000)
     Reorganization into a holding company            22,531,870    $ 45,064       $112,733     $271,036
     Adjustment for a step-by-step
         acquisition of a subsidiary                                                              (2,558)
     Dividend requirements
         preferred stock, net                                                                       (963)
     Cash dividend paid, common stock,
         $0.83 per share                                                                         (18,676)
     Net income                                                                                   33,986
                                                      ----------    --------       --------     --------      ------      ------

     Balance, December 31, 1999                       22,531,870    $ 45,064       $112,733     $282,825      90,094      $3,002
                                                      ==========    ========       ========     ========      ======      ======

</TABLE>



The accompanying notes are an integral part of the condensed financial
statements.



                                       12
<PAGE>




CLECO CORPORATION
(PARENT COMPANY ONLY)
NOTES TO THE CONDENSED FINANCIAL STATEMENTS

NOTE A - HOLDING COMPANY STRUCTURE

         Cleco Holding Corporation was originally formed on October 29, 1999
with 1,000 shares of common stock, no par value. All of Cleco Holding
Corporation common stock was held by the parent company, Cleco Corporation
(formerly Central Louisiana Electric Company, Inc.). At the Annual Meeting of
Shareholders held on April 9, 1999, a resolution was passed to reorganize the
structure of Cleco Corporation and Cleco Holding Corporation. The effective date
of the resolution was July 1, 1999.

         Effective July 1, 1999, Cleco Corporation was renamed Cleco Utility
Group Inc. (Utility Group) and was reorganized into a holding company structure.
This reorganization resulted in the creation of a new holding company, Cleco
Corporation (formerly Cleco Holding Corporation, Parent Company Only, and
together with its subsidiaries, the Company), which holds investments in several
subsidiaries, one of which, Utility Group, contains the Louisiana Public Service
Commission (LPSC) jurisdictional generation, transmission and distribution
electric utility operations serving the Company's traditional retail and
wholesale customers. Another subsidiary, Cleco Midstream Resources LLC
(Midstream), operates competitive LPSC non-jurisdictional electric generation,
oil and natural gas production, energy marketing and natural gas pipeline
businesses. A third subsidiary, Utility Construction & Technology Solutions LLC
(UtiliTech, formerly Cleco Services LLC), provides utility engineering and line
construction services to municipal governments, rural electric cooperatives and
investor-owned electric companies. There was no impact to Cleco Corporation's
Consolidated Financial Statements because the reorganization was accounted for
similarly to a pooling of interest.

         Under the terms of the reorganization, Cleco Corporation became the
owner of all of Utility Group's outstanding common stock, and holders of
existing common stock and two series of preferred stock exchanged their stock in
Utility Group for stock in Cleco Corporation. Shares of preferred stock in
three series that did not approve the reorganization were redeemed for $5.7
million.

         Financial statements are presented for the year ended December 31, 1999
because operations of Parent Company Only were immaterial for the previous year.
The operating results and investment in subsidiaries are included in the Parent
Company Only condensed statement of income from July 1, 1999, the effective date
of the organization described above.

NOTE B - BASIS OF PRESENTATION

         The accompanying financial statements have been prepared to present the
unconsolidated financial position, results of operations and cash flows of
Parent Company Only. Investments in subsidiaries and other investees are stated
at cost plus equity in undistributed earnings from date of acquisition.



                                       13
<PAGE>


These Parent Company Only financial statements should be read in conjunction
with Cleco Corporation's consolidated financial statements.

NOTE C - CONTINGENCIES

         Cleco Corporation has issued guarantees to several of its subsidiaries.
An $11.0 million guarantee was issued to UtiliTech to support a line of credit
and equipment operating leases. Cleco Corporation has agreed to extend to
Midstream up to $90 million in guarantees to counterparties to support energy
trading operations. At December 31, 1999 Cleco Corporation had extended $32.2
million in such guarantees to counterparties.

NOTE D - DIVIDENDS RECEIVED

         Cleco Corporation received $39.8 million in cash dividends from Utility
Group during the year 1999.

NOTE E - RESTRICTED CASH

         Restricted cash represents cash to be used for specific purposes. The
$15 million in restricted cash represents deposits into an escrow account for
credit support as required by a provision of the Capacity Sale and Tolling
Agreement between Cleco Evangeline LLC (Evangeline) and Williams Energy
Marketing & Trading Company. The credit support is to be maintained as security
for the performance of Evangeline in regards to the Capacity Sale and Tolling
Agreement. Upon the fulfillment of certain conditions, the credit support can be
reduced to $13 million.


NOTE F - PREFERRED STOCK

         All shares of the 4.5% Series 1955, 4.65% Series 1964, and 4.75% Series
1965 of preferred stock of Utility Group were redeemed at a cost of $5.7 million
in June 1999. The shareholders of these series of preferred stock voted "no" on
the formation of the holding company in May 1999. As part of the share exchange
agreement, preferred shareholders of these series had their shares redeemed.

         In connection with the establishment of the ESOP, Utility Group sold
300,000 shares of 8.125% convertible preferred stock to the ESOP. As part of the
holding company reorganization, each share of Utility Group 8.125% convertible
preferred stock was exchanged for one share of Cleco Corporation 8.125%
convertible preferred stock. Each share of Cleco Corporation 8.125% preferred
stock is convertible into 4.8 shares of Cleco Corporation common stock. The
amount of total capitalization reflected in the condensed financial statements
has been reduced by an amount of deferred compensation expense related to the
shares of convertible preferred stock which have not yet been allocated to ESOP
participants.

         Upon involuntary liquidation, preferred shareholders are entitled to
receive par value for shares held before any distribution is made to common
shareholders. Upon voluntary liquidation,



                                       14
<PAGE>


preferred shareholders are entitled to receive the redemption price per share
applicable at the time such liquidation occurs plus any accrued dividends.

         Information about the components of preferred stock capitalization is
as follows:


<TABLE>
<CAPTION>
                      (In thousands, except share amounts)

                                           Balance                   Balance
                                           Dec. 31,                  Dec. 31,
                                             1998      Change          1999
                                           --------  ----------     ----------

<S>                                        <C>       <C>            <C>
CUMULATIVE PREFERRED STOCK,
  $100 par value
  NOT SUBJECT TO MANDATORY
    REDEMPTION
    4.50%............................                $    1,029     $    1,029
  Convertible, Series of 1991,
    Variable rate....................                    27,851         27,851
                                                     ----------     ----------
                                                     $   28,880     $   28,880
                                                     ==========     ==========
Deferred compensation related to
  convertible preferred stock held
  Bby the ESOP.......................                $  (14,991)    $  (14,991)
                                                     ==========     ==========

CUMULATIVE PREFERRED STOCK,
  $100 par value
  Number of shares
    Authorized.......................                 1,352,000      1,352,000
    Issued and outstanding...........                   288,804        288,804
                                                     ==========     ==========

CUMULATIVE PREFERRED STOCK,
  $25 par value
  Number of shares authorized
    (None outstanding)...............                 3,000,000      3,000,000
                                                     ==========     ==========

</TABLE>


                                       15
<PAGE>



                                CLECO CORPORATION

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                  Years ended December 31, 1999, 1998 and 1997
                                 (In thousands)

================================================================================


<TABLE>
<CAPTION>
         COL. A                             COL. B           COL. C            COL. D           COL. E
         ------                             ------           ------            ------           ------

                                                            ADDITIONS      UNCOLLECTIBLE
                                           BALANCE AT       CHARGED TO        ACCOUNTS         BALANCE AT
                                           BEGINNING        COSTS AND        WRITE-OFFS,          END
ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS       OF PERIOD         EXPENSES     LESS RECOVERIES     OF PERIOD (1)
- ------------------------------------       ---------         --------     ---------------     -------------


<S>                                          <C>             <C>                <C>               <C>
Year Ended December 31, 1999                 $812            $  751             $725              $838
Year Ended December 31, 1998                 $684            $1,069             $942              $812
Year Ended December 31, 1997                 $681            $  770             $767              $684

</TABLE>



(1)  Deducted in the balance sheet.




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<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 thereunto duly authorized.

                                            CLECO CORPORATION
                                               (Registrant)



                                    By:     /S/ Thomas J. Howlin
                                       -------------------------------
                                                Thomas J. Howlin
                                         Senior Vice President of Finance
                                            and Chief Financial Officer
                                           (Principal Accounting Officer)

Date: May 24, 2000


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