CLECO CORP, S-3, 2000-03-23

CLECO CORP
S-3, 2000-03-23
ELECTRIC SERVICES

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<PAGE>

As filed with the Securities and Exchange Commission on March 23, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

----------------

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

----------------

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

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

2030 Donahue Ferry Road Michael P. Prudhomme
Pineville, Louisiana 71360-5226 Secretary-Treasurer
(318) 484-7400 2030 Donahue Ferry Road
(Address, including zip code, and Pineville, Louisiana 71360-5226
telephone number, (318) 484-7400
including area code, of (Name, address, including zip code,
registrant's principal executive and telephone number,
offices) including area code, of agent for
service)

----------------
Copy to:
Timothy S. Taylor
Baker Botts L.L.P.
910 Louisiana
One Shell Plaza
Houston, Texas 77002-4995
(713) 229-1234

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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Maximum
Title of Each Class of Proposed Maximum Aggregate
Securities Amount to be Offering Price Offering Amount of
to be Registered Registered(1) Per Unit(2) Price(1)(2) Registration Fee
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<S> <C> <C> <C> <C>
Debt Securities......... $200,000,000 100% $200,000,000 $29,040(3)
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</TABLE>
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(1) Or, if any Debt Securities are issued (i) with a principal amount
denominated in a foreign currency (including a composite currency), such
principal amount as shall result in an aggregate initial public offering
price the equivalent of $200,000,000 or (ii) at an original issue
discount, such greater principal amount as shall result in an aggregate
initial offering price of $200,000,000.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(o) promulgated under the Securities Act of 1933.
(3) Pursuant to Rule 429 of the Rules and Regulations of the Securities and
Exchange Commission promulgated under the Securities Act of 1933, as
amended, the Registrant hereby transfers an aggregate of $31,035 in filing
fees paid in connection with $90,000,000 aggregate initial offering price
of securities that were registered on a Registration Statement of the
Registrant on Form S-3 and Post-Effective Amendment No. 1 to Form S-3
(Registration No. 333-02895) but were not sold. Accordingly, a filing fee
in the amount of $29,040 is being paid in connection herewith.

Pursuant to Rule 429 of the Rules and Regulations of the Securities and
Exchange Commission promulgated under the Securities Act of 1933, as amended,
the Prospectus included in this Registration Statement (which Prospectus
relates to Debt Securities with an aggregate maximum initial offering price of
$200,000,000) is a combined Prospectus and also relates to the Registrant's
Registration Statement on Form S-3 and Post-Effective Amendment No. 1 to Form
S-3 (No. 333-02895).

----------------

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.

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<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to completion, dated March 23, 2000

Prospectus

[Cleco Corporation Logo]
2030 Donahue Ferry Road
Pineville, Louisiana 71360-5226
(318) 484-7400

$200,000,000

Debt Securities

--------------------------------------------

We may offer and sell up to $200,000,000 of
our debt securities in one or more series
by using this prospectus. Our debt
securities will be unsecured and will be
either senior or subordinated obligations.
Our debt securities will be effectively
subordinated to creditors of our
subsidiaries with respect to the assets and
earnings of our subsidiaries. We will
establish the terms for our debt securities
at the time we sell them and we will
describe them in one or more supplements to
this prospectus. You should read this
prospectus and the related supplement
carefully before you invest in our debt
securities. This prospectus may not be used
to offer and sell our debt securities
unless accompanied by a prospectus
supplement.

--------------------------------------------

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

The date of this prospectus is , 2000.
<PAGE>

Table of Contents

<TABLE>
<S> <C>
About This Prospectus....................................................... 2
Where You Can Find More Information......................................... 3
Cautionary Statement Regarding Forward-Looking Information.................. 4
Cleco Corporation........................................................... 4
Ratio of Earnings to Fixed Charges.......................................... 5
Use of Proceeds............................................................. 5
Description of Our Debt Securities.......................................... 5
Plan of Distribution........................................................ 18
Validity of Securities...................................................... 20
Experts..................................................................... 20
</TABLE>

About This Prospectus

This prospectus is part of a registration statement we have filed with the
SEC using a "shelf" registration process. By using this process, we may offer
up to $200,000,000 of our debt securities in one or more offerings. This
prospectus provides you with a description of the debt securities we may offer.
Each time we offer debt securities, we will provide a supplement to this
prospectus. The prospectus supplement will describe the specific terms of the
offering. The prospectus supplement may also add, update or change the
information contained in this prospectus. Please carefully read this
prospectus, the applicable prospectus supplement and the information contained
in the documents we refer to in the "Where You Can Find More Information"
section of this prospectus.

References in this prospectus to the terms "we," "us" or other similar terms
mean Cleco Corporation and its predecessors, unless the context clearly
indicates otherwise.

You should rely only on the information contained or incorporated by
reference in this prospectus and any accompanying prospectus supplement. We
have not authorized anyone else to provide you with any different information.
If anyone provides you with different or inconsistent information, you should
not rely on it. We are not making an offer to sell debt securities in any
jurisdiction where the offer or sale is not permitted. The information
contained in this prospectus is current only as of the date of this prospectus.

2
<PAGE>

Where You Can Find More Information

We file reports and other information with the SEC. You may read and copy
any document we file with the SEC at the SEC's Public Reference Room located at
450 Fifth Street, N.W., Washington, D.C. 20549, and at the regional offices of
the SEC located at 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511, and at 7 World Trade Center, Suite 1300, New York, New York 10048.
You may obtain further information regarding the operation of the SEC's Public
Reference Room by calling the SEC at 1-800-SEC-0330. Our filings are also
available to the public on the SEC's Internet site located at
http://www.sec.gov. and on our Internet site located at http://www.cleco.com.
In addition, you may inspect our reports at the offices of the New York Stock
Exchange, Inc. at 20 Broad Street, New York, New York 10005 and at the offices
of the Chicago Stock Exchange at 440 South LaSalle Street, Chicago, Illinois
60605.

The SEC allows us to "incorporate by reference" into this prospectus
information we file with the SEC. This means we can disclose important
information to you by referring you to the documents containing the
information. The information we incorporate by reference is considered to be
part of this prospectus, unless we update or supersede that information by the
information contained in this prospectus, a prospectus supplement or
information that we file subsequently that is incorporated by reference into
this prospectus. We are incorporating by reference into this prospectus the
following documents that we have filed with the SEC, and our future filings
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until the offering of the debt securities is completed:

. our Annual Report on Form 10-K for the fiscal year ended December 31,
1998,

. our Current Report on Form 8-K dated March 22, 1999 and filed with the
SEC on March 25, 1999,

. our Quarterly Report on Form 10-Q for the quarterly period ended March
31, 1999,

. our Current Report on Form 8-K dated July 1, 1999 and filed with the SEC
on July 8, 1999, as amended by our Current Report on Form 8-K/A filed
with the SEC on March 1, 2000,

. our Quarterly Report on Form 10-Q for the quarterly period ended June 30,
1999, and

. our Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1999.

This prospectus is part of a registration statement we have filed with the
SEC relating to our debt securities. As permitted by SEC rules, this prospectus
does not contain all of the information included in the registration statement
and the accompanying exhibits and schedules we file with the SEC. You should
read the registration statement and the exhibits and schedules for more
information about us and our debt securities. The registration statement,
exhibits and schedules are also available at the SEC's Public Reference Room or
through its Internet site.

You may also obtain a copy of our filings with the SEC at no cost, by
writing to or telephoning us at the following address:

Cleco Corporation
2030 Donahue Ferry Road
Pineville, Louisiana 71360-5226
Attn: Corporate Secretary
(318) 484-7400

3
<PAGE>

Cautionary Statement Regarding Forward-Looking Information

This prospectus, including the information we incorporate by reference,
contains statements that are forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. You can identify our
forward-looking statements by the words "anticipate," "estimate," "expect,"
"objective," "projection, "forecast," "goal" or other similar words.

We have based our forward-looking statements on our management's beliefs and
assumptions based on information available to our management at the time the
statements are made. We caution you that assumptions, beliefs, expectations,
intentions and projections about future events may and often do vary materially
from actual results. Therefore, we cannot assure you that actual results will
not differ materially from those expressed or implied by our forward-looking
statements.

The following list identifies some of the factors that could cause actual
results to differ from those expressed or implied by our forward-looking
statements:

. state and federal legislative and regulatory initiatives that affect cost
and investment recovery, have an impact on rate structures and affect the
speed and degree to which competition enters the electric and natural gas
industry,

. industrial, commercial and residential growth in Cleco Utility Group
Inc.'s service territory,

. the weather and other natural phenomena,

. the timing and extent of changes in commodity prices and interest rates,

. changes in environmental and other laws and regulations to which we and
our subsidiaries are subject or other external factors over which we have
no control,

. the results of financing efforts,

. the operating performance of the facilities of Cleco Utility Group Inc.
and Cleco Evangeline LLC, and

. other factors we discuss in this prospectus and our other filings with
the SEC.

Cleco Corporation

We are a diversified energy services company. Cleco Utility Group Inc., our
electric utility subsidiary, contains our Louisiana Public Service Commission
jurisdictional generation, transmission and distribution electric utility
operations and provides electric utility services to approximately 246,000
customers in the State of Louisiana.

Our other principal subsidiaries include:

. Cleco Midstream Resources LLC, which operates competitive Louisiana
Public Service Commission nonjurisdictional electric generation, oil and
natural gas production, energy marketing and natural gas pipeline
businesses.

. Utility Construction and Technology Solutions LLC, which provides utility
engineering and line construction services to municipal governments,
rural electric cooperatives and investor-owned electric companies.

Subject to certain limited exceptions, we are exempt from regulation as a
public utility holding company pursuant to Section 3(a)(1) of the Public
Utility Holding Company Act of 1935.

4
<PAGE>

Ratio of Earnings to Fixed Charges

The following table sets forth our ratios of earnings from continuing
operations to fixed charges for each of the periods indicated:

<TABLE>
<CAPTION>
Nine Months
Ended
September
30, Year Ended December 31,
----------- -----------------------------
1999 1998 1998 1997 1996 1995 1994
----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings from continuing
operations to fixed charges(1)..... 4.44x 4.15x 3.80x 3.74x 3.70x 3.49x 3.35x
</TABLE>
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(1) We believe that the ratios for the nine-month periods are not necessarily
indicative of the ratios for the twelve-month periods due to the seasonal
nature of our business.

Use of Proceeds

Unless we inform you otherwise in the prospectus supplement, we anticipate
using net proceeds from the sale of the debt securities offered by this
prospectus for general corporate purposes. These purposes may include, but are
not limited to:

. working capital,

. capital expenditures,

. equity investments in existing and future projects,

. acquisitions, and

. the repayment or refinancing of our indebtedness, including inter-company
indebtedness.

Description of Our Debt Securities

The debt securities offered by this prospectus will be either senior debt
securities or subordinated debt securities. We will issue senior debt
securities under an indenture we will enter into with the trustee named in the
prospectus supplement. We will issue subordinated debt securities under an
indenture we will enter into with the trustee named in the prospectus
supplement. We refer to the senior indenture and the subordinated indenture in
this prospectus collectively as the "indentures." We will file the forms of the
indentures with the SEC as exhibits to the registration statement covering the
debt securities offered by this prospectus. We have summarized selected
provisions of the indentures and the debt securities below. This summary is not
complete and is qualified in its entirety by reference to the indentures.

We may issue debt securities from time to time in one or more series under
the indentures. We will describe the particular terms of each series of debt
securities we offer in a supplement to this prospectus. You should carefully
read the summary below, the applicable prospectus supplement and the provisions
of the relevant indenture that may be important to you before investing in our
debt securities.

The provisions of each of the indentures are substantially identical in
substance, except that the subordinated indenture provides for the
subordination of the subordinated debt securities. We describe the
subordination provisions of the subordinated indenture in the "Subordination
Under the Subordinated Indenture" section of this prospectus. We have included
cross-references in the summary below to refer you to the section numbers of
the indentures we are describing. The section numbers are the same for both of
the indentures, unless we state otherwise.

5
<PAGE>

The Terms of the Debt Securities

We may issue debt securities in separate series from time to time under each
of the indentures. The total principal amount of debt securities that may be
issued under the indentures is unlimited. We may limit the maximum total
principal amount for the debt securities of any series. However, any limit may
be increased by resolution of our board of directors. (Section 301) We will
establish the terms of each series of debt securities, which may not be
inconsistent with the related indenture, in a supplemental indenture. The
senior debt securities will rank equally with all of our other unsecured and
unsubordinated indebtedness. The subordinated debt securities will rank junior
and be subordinate to all of our senior indebtedness as we describe in the
"Subordination Under the Subordinated Indenture" section of this prospectus.
Both the senior debt securities and the subordinated debt securities will be
effectively subordinated to creditors of our subsidiaries.

We will describe the specific terms of the series of debt securities being
offered in a supplement to this prospectus. These terms will include some or
all of the following:

. the title of the debt securities;

. whether the debt securities are senior debt securities or subordinated
debt securities;

. the specific indenture under which the debt securities will be issued;

. any limit on the total principal amount of the debt securities;

. the date or dates on which the principal of the debt securities will be
payable or the method used to determine or extend those dates;

. the interest rate or rates of the debt securities, if any, or the method
used to determine the rate or rates;

. the date or dates from which interest will accrue on the debt securities,
or the method used for determining those dates;

. the interest payment dates and the regular record dates for interest
payments, if any, or the method used to determine those dates;

. the basis for calculating interest if other than a 360-day year of twelve
30-day months;

. the place or places where:

. payments of principal, premium, if any, and interest on the debt
securities will be payable;

. the debt securities may be presented for registration of transfer or
exchange; and

. notices and demands to or upon us relating to the debt securities may
be made;

. any provisions for redemption of the debt securities;

. any provisions that would allow or obligate us to redeem or purchase the
debt securities prior to their maturity;

. the denominations in which we will issue the debt securities, if other
than denominations of an integral multiple of $1,000;

. any provisions that would determine the amount of principal, premium, if
any, or interest on the debt securities by reference to an index or
pursuant to a formula;

. the currency, currencies or currency units in which the principal,
premium, if any, and interest on the debt securities will be payable, if
other than $US, and the manner for determining the equivalent principal
amount in $US;

. any provisions for the payment of principal, premium, if any, and
interest on the debt securities in one or more currencies or currency
units other than those in which the debt securities are stated to be
payable;

6
<PAGE>

. the percentage of the principal amount at which the debt securities will
be issued and, if other than 100%, the portion of the principal amount of
the debt securities which will be payable if the maturity of the debt
securities is accelerated, or the method for determining such portion;

. if the principal amount to be paid at the stated maturity of the debt
securities is not determinable as of one or more dates prior to the
stated maturity, the amount which will be deemed to be the principal
amount as of any such date for any purpose, including the principal
amount which will be due and payable upon any maturity other than the
stated maturity or which will be deemed to be outstanding as of any such
date, or, in any such case, the manner in which the deemed principal
amount is to be determined;

. any variation of the defeasance and covenant defeasance sections of the
relevant indenture and the manner in which our election to defease the
debt securities will be evidenced, if other than by a board resolution;

. whether any of the debt securities will initially be issued in the form
of a temporary global security and the provisions for exchanging a
temporary global security for definitive debt securities;

. whether any of the debt securities will be issued in the form of one or
more global securities and, if so:

. the depositories for the global securities;

. the form of any additional legends to be borne by the global
securities;

. the circumstances under which the global securities may be exchanged,
in whole or in part, for debt securities registered in the name of
persons other than the depositary for the global securities or its
nominee; and

. whether and under what circumstances a transfer of the global
securities may be registered in the names of persons other than the
depositary for the global securities or its nominee;

. whether the interest rate of the debt securities may be reset;

. whether the stated maturity of the debt securities may be extended;

. any addition to or change in the events of default for the debt
securities and any change in the right of the trustee or the holders of
the debt securities to declare the principal amount of the debt
securities due and payable;

. any addition to or change in the covenants in the relevant indenture;

. any additions or changes to the relevant indenture necessary to issue the
debt securities in bearer form, registrable or not registrable as to
principal, and with or without interest coupons;

. the appointment of any paying agents for the debt securities, if other
than us;

. the terms of any right to convert or exchange the debt securities into
any other securities or property;

. the terms and conditions, if any, securing the debt securities;

. any restriction or condition on the transferability of the debt
securities; and

. any other terms of the debt securities consistent with the relevant
indenture. (Section 301)

We may sell the debt securities, including original issue discount
securities, at a substantial discount below their stated principal amount. If
there are any special United States federal income tax considerations
applicable to debt securities we sell at an original discount, we will describe
them in the prospectus supplement. In addition, we will describe in the
prospectus supplement any special United States federal income tax
considerations and any other special considerations for any debt securities we
sell which are denominated in a currency or currency unit other than $US.

7
<PAGE>

Form, Exchange and Transfer of the Debt Securities

We will issue the debt securities in registered form, without coupons.
Unless we inform you otherwise in the prospectus supplement, we will only issue
debt securities in denominations of integral multiples of $1,000. (Section 302)

Holders will generally be able to exchange debt securities for other debt
securities of the same series with the same total principal amount and the same
terms but in different authorized denominations. (Section 305)

Holders may present debt securities for exchange or for registration of
transfer at the office of the security registrar or at the office of any
transfer agent we designate for that purpose. The security registrar or
designated transfer agent will exchange or transfer the debt securities if it
is satisfied with the documents of title and identity of the person making the
request. We will not charge a service charge for any exchange or registration
of transfer of debt securities. However, we may require payment of a sum
sufficient to cover any tax or other governmental charge payable for the
registration of transfer or exchange. Unless we inform you otherwise in the
prospectus supplement, we will appoint the trustee as security registrar. We
will identify any transfer agent in addition to the security registrar in the
prospectus supplement. (Section 305) At any time we may:

. designate additional transfer agents;

. rescind the designation of any transfer agent; or

. approve a change in the office of any transfer agent.

However, we are required to maintain a transfer agent in each place of payment
for the debt securities at all times. (Sections 305 and 1002)

In the event we elect to redeem a series of debt securities, neither we nor
the applicable trustee will be required to register the transfer or exchange of
any debt security of that series:

. during the period beginning at the opening of business 15 days before the
day we mail the notice of redemption for the series and ending at the
close of business on the day the notice is mailed, or

. if we have selected the series for redemption, in whole or in part,
except for the unredeemed portion of the series. (Section 305)

Global Securities

Unless we inform you otherwise in the prospectus supplement, some or all of
the debt securities of any series may be represented, in whole or in part, by
one or more global securities. The global securities will have a total
principal amount equal to the debt securities they represent. Unless we inform
you otherwise in the prospectus supplement, each global security representing
debt securities will be deposited with, or on behalf of, The Depository Trust
Company, referred to as "DTC," or any other successor depository we may
appoint. We refer to DTC or the other depository in this prospectus as the
"depositary." Each global security will be registered in the name of the
depositary or its nominee. Each global security will bear a legend referring to
the restrictions on exchange and registration of transfer of global securities
that we describe below and any other matters required by the indenture. Unless
we inform you otherwise in the prospectus supplement, we will not issue debt
securities in definitive form.

Global securities may not be exchanged, in whole or in part, for debt
securities registered, and no transfer of a global security, in whole or in
part, may be registered in the name of any person other than the depositary for
the global security or any nominee of the depositary unless:

. the depositary has notified us that it is unwilling or unable to continue
as depositary for the global security or has ceased to be qualified to
act as depositary as required by the indentures;

. an event of default with respect to the global security has occurred and
is continuing;

8
<PAGE>

. we determine in our sole discretion that the global security will be so
exchangeable or transferable; or

. any other circumstances in addition to or in lieu of those described
above that we may describe in the prospectus supplement.

All debt securities issued in exchange for a global security or any portion
of a global security will be registered in the names directed by the
depositary. (Sections 204 and 305)

Regarding DTC

DTC is:

. a limited-purpose trust company organized under the New York Banking Law;

. a "banking organization" within the meaning of the New York Banking Law;

. a member of the Federal Reserve System;

. a "clearing corporation" within the meaning of the New York Uniform
Commercial Code; and

. a "clearing agency" registered under Section 17A of the Securities
Exchange Act of 1934.

DTC holds securities that its participants deposit with DTC. DTC also
facilitates the settlement among participants of securities transactions, such
as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in participants' accounts, thereby eliminating
the need for physical movement of securities certificates. Direct participants
include:

. securities brokers and dealers;

. banks;

. trust companies;

. clearing corporations and some other organizations.

DTC is owned by a number of direct participants and by The New York Stock
Exchange, Inc., the American Stock Exchange LLC, and the National Association
of Securities Dealers, Inc. Access to DTC's book-entry system is also available
to others, such as securities brokers and dealers, banks and trust companies
that clear through or maintain a custodial relationship with a direct
participant, either directly or indirectly, referred to as indirect
participants. The rules applicable to DTC and its participants are on file with
the SEC.

Upon our issuance of debt securities represented by a global security,
purchases of debt securities under the DTC system must be made by or through
direct participants, which will receive a credit for the debt securities on
DTC's records. The ownership interest of each actual purchaser of each debt
security, referred to as a beneficial owner, is in turn to be recorded on the
direct and indirect participants' records. Beneficial owners will not receive
written confirmation from DTC of their purchase. However, beneficial owners are
expected to receive written confirmations providing details of the transaction,
as well as periodic statements of their holdings, from the direct or indirect
participant through which the beneficial owner entered into the transaction.
Transfers of ownership interests in the debt securities are to be accomplished
by entries made on the books of participants acting on behalf of beneficial
owners. Beneficial owners will not receive certificates representing their
ownership interests in debt securities, except in the event that use of the
book-entry system for the debt securities is discontinued. The laws of some
states require that certain purchasers of securities take physical delivery of
such securities in definitive form. Such laws may impair the ability to
transfer beneficial interests in a global security.

So long as the depositary for the global security, or its nominee, is the
registered owner of the global security, the depositary or its nominee, as the
case may be, will be considered the sole owner or holder of the

9
<PAGE>

debt securities represented by the global security for all purposes under the
indentures. Except as described above, beneficial owners will not:

. be entitled to have debt securities represented by the global security
registered in their names;

. receive or be entitled to receive physical delivery of debt securities in
definitive form; and

. be considered the owners or holders thereof under the indentures.

To facilitate subsequent transfers, all debt securities deposited by
participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of debt securities with DTC and their registration in
the name of Cede & Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual beneficial owners of the debt securities. DTC's records
reflect only the identity of the direct participants to whose accounts the debt
securities are credited, which may or may not be the beneficial owners. The
participants will remain responsible for keeping account of their holdings on
behalf of their customers. Conveyance of notices and other communications by
DTC to direct participants, by direct participants to indirect participants,
and by direct participants and indirect participants to beneficial owners will
be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.

Neither DTC nor Cede & Co. will consent or vote with respect to debt
securities. Under its usual procedures, DTC mails an omnibus proxy to us as
soon as possible after the record date. The omnibus proxy assigns Cede & Co.'s
consenting or voting rights to those direct participants to whose accounts the
debt securities are credited on the record date, identified in a listing
attached to the omnibus proxy.

We will make payments of principal, premium, if any, and interest on the
debt securities represented by the global security registered in the name of
the depositary or its nominee through the trustee under the relevant indenture
or a paying agent, which may also be the trustee under the relevant indenture,
to the depositary or its nominee, as the case may be, as the registered owner
of the global security. Neither we, the trustees, nor the paying agent will
have any responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests of the global
security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

We have been advised that DTC will credit direct participants' accounts on
the payable date in accordance with their respective holdings shown on DTC's
records unless DTC has reason to believe that it will not receive payment on
the payable date. Payments by participants to beneficial owners will be
governed by standing instructions and customary practices, as in the case with
securities held for the accounts of customers in bearer form or registered in
"street name," and will be the responsibility of such participant and not of
DTC, the paying agent, or us, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of principal,
premium, if any, and interest to DTC is either our responsibility or the
responsibility of the paying agent. Disbursement of these payments to direct
participants is the responsibility of DTC. Disbursement of these payments to
the beneficial owners is the responsibility of direct and indirect
participants.

We cannot assure you that DTC will distribute payments on the debt
securities made to DTC or its nominee as the registered owner or any redemption
or other notices to the participants, or that the participants or others will
distribute the payments or notices to the beneficial owners, or that they will
do so on a timely basis, or that DTC will serve and act in the manner described
in this prospectus. Beneficial owners should make appropriate arrangements with
their broker or dealer regarding distribution of information regarding the debt
securities that may be transmitted by or through DTC.

According to DTC, the foregoing information with respect to DTC has been
provided to the industry for informational purposes only and is not intended to
serve as a representation, warranty, or contract modification of any kind.

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We have obtained the information in this section concerning DTC and the
DTC's book-entry system from sources that we believe are reliable. However, we
take no responsibility for the accuracy of this information.

Payment and Paying Agents

Unless we inform you otherwise in the prospectus supplement, we will pay
interest on the debt securities to the persons in whose names the debt
securities are registered at the close of business on the regular record date
for each interest payment. However, unless we inform you otherwise in the
prospectus supplement, we will pay the interest payable on the debt securities
at their stated maturity to the persons we pay the principal amount of the
debt securities. The initial payment of interest on any series of debt
securities issued between a regular record date and the related interest
payment date will be payable in the manner provided by the terms of the
series, which we will describe in the prospectus supplement. (Section 307)

Unless we inform you otherwise in the prospectus supplement, we will pay
principal, premium, if any, and interest on the debt securities at the offices
of the paying agents we designate. However, except in the case of a global
security, we may pay interest by:

. check mailed to the address of the person entitled to the payment as it
appears in the security register, or

. by wire transfer in immediately available funds to the place and account
designated in writing by the person entitled to the payment as specified
in the security register.

We will designate the trustees as the sole paying agent for the debt
securities unless we inform you otherwise in the prospectus supplement. If we
initially designate any other paying agents for a series of debt securities,
we will identify them in the prospectus supplement. At any time, we may
designate additional paying agents or rescind the designation of any paying
agents. However, we are required to maintain a paying agent in each place of
payment for the debt securities at all times. (Sections 307 and 1002)

Any money deposited with the applicable trustee or any paying agent for the
payment of principal, premium, if any, and interest on the debt securities
that remains unclaimed for two years after the date the payments became due,
may be repaid to us upon our request. After we have been repaid, holders
entitled to those payments may only look to us for payment as our unsecured
general creditors. The trustees and any paying agents will not be liable for
those payments after we have been repaid. (Section 1003)

Covenants

We will describe any restrictive covenants for any series of debt
securities in the prospectus supplement.

Consolidation, Merger and Sale of Assets

Unless we inform you otherwise in the prospectus supplement, we may not
consolidate with or merge into, or convey, transfer or lease our properties
and assets substantially as an entirety, to any person or persons, referred to
as a "successor person," unless:

. the successor person, if any, is a corporation, partnership, trust or
other entity organized and validly existing under the laws of the United
States or a State in the United States;

. the successor person assumes our obligations with respect to the debt
securities and the relevant indenture;

. immediately after giving effect to the transaction, no event of default,
and no event which, after notice or lapse of time or both, would become
an event of default, would occur and be continuing; and

. we have delivered to the trustee the certificates and opinions required
under the relevant indenture. (Section 801)

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Events of Default

Unless the context clearly indicates otherwise, we use the terms "indenture"
and "trustee" in this subsection to mean the relevant indenture and the
applicable trustee with respect to any series of debt securities we may offer.

Unless we inform you otherwise in the prospectus supplement, each of the
following will be an event of default under the indenture for a series of debt
securities:

. our failure to pay principal or premium, if any, on that series when due;

. our failure to pay any interest on that series for 30 days;

. our failure to deposit any sinking fund payment, when due, relating to
that series;

. our failure to perform, or our breach in any material respect of, any
other covenant or warranty in the indenture, other than a covenant or
warranty included in the indenture solely for the benefit of another
series of debt securities, for 90 days after either the trustee or
holders of at least 33% in principal amount of the outstanding debt
securities of that series have given us written notice of the breach in
the manner required by the indenture;

. specified events involving bankruptcy, insolvency or reorganization; and

. any other event of default we may provide for that series;

provided, however, that no event described in the fourth, fifth and sixth
bullet points above will be an event of default until an officer of the
trustee, assigned to and working in the trustee's corporate trust department,
has actual knowledge of the event or until the trustee receives written notice
of the event at its corporate trust office, and the notice refers to the debt
securities generally, us or the indenture. (Section 501)

If the principal, premium, if any, or interest on any series of debt
securities is payable in a currency other than the $US and the currency is not
available to us for making payments due to the imposition of exchange controls
or other circumstances beyond our control, we may satisfy our obligations to
holders of the debt securities by making payment in $US in an amount equal to
the $US equivalent of the amount payable in the other currency. This amount
will be determined by the trustee by reference to the noon buying rate in The
City of New York for cable transfers for the other currency, referred to as the
"exchange rate," as reported or otherwise made available by the Federal Reserve
Bank of New York on the date of the payment, or, if the exchange rate is not
then available, on the basis of the most recently available exchange rate. Any
payment made in $US under these circumstances will not be an event of default
under the indentures. (Section 501)

If an event of default for a series of debt securities occurs and is
continuing, either the trustee or the holders of at least 33% in principal
amount of the outstanding debt securities of that series may declare the
principal amount of the debt securities of that series due and immediately
payable. In order to declare the principal amount of the series of debt
securities due and immediately payable, the trustee or the holders must deliver
a notice that satisfies the requirements of the indenture. Upon a declaration
by the trustee or the holders, we will be obligated to pay the principal amount
of the series of debt securities.

This right does not apply if:

. an event of default described in the fourth or fifth bullet points above
occurs, or

. an event of default described in the sixth bullet point above that
applies to all outstanding debt securities occurs.

If any of these events of default occur and is continuing, either the
trustee or holders of at least 33% in principal amount of all of the debt
securities then outstanding, treated as one class, may declare the principal
amount of all of the debt securities then outstanding to be due and payable
immediately. In order to declare the principal amount of the debt securities
due and immediately payable, the trustee or the holders must deliver a

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notice that satisfies the requirements of the indenture. Upon a declaration by
the trustee or the holders, we will be obligated to pay the principal amount of
the debt securities.

After any declaration of acceleration of a series of debt securities, but
before a judgment or decree for payment, the holders of a majority in principal
amount of the outstanding debt securities of that series may, under certain
circumstances, rescind and annul the declaration of acceleration if all events
of default, other than the non-payment of principal have been cured or waived
as provided in the indenture. (Section 502) For information as to waiver of
defaults, please refer to the "Modification and Waiver" section below.

If an event of default occurs and is continuing, the trustee will generally
have no obligation to exercise any of its rights or powers under the indentures
at the request or direction of any of the holders, unless the holders offer
reasonable indemnity to the trustee. (Section 603) The holders of a majority in
principal amount of the outstanding debt securities of any series will
generally have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the trustee or exercising any trust or
power conferred on the trustee for the debt securities of that series, provided
that:

. the direction is not in conflict with any law or the indenture;

. the trustee may take any other action it deems proper which is not
inconsistent with the direction; and

. the trustee will generally have the right to decline to follow the
direction if an officer of the trustee determines, in good faith, that
the proceeding would involve the trustee in personal liability or would
otherwise be contrary to applicable law. (Section 512)

A holder of a debt security of any series may only pursue a remedy under the
indenture if:

. the holder gives the trustee written notice of a continuing event of
default for that series;

. holders of at least 33% in principal amount of the outstanding debt
securities of that series make a written request to the trustee to pursue
that remedy;

. the holder offers reasonable indemnity to the trustee;

. the trustee fails to pursue that remedy within 60 days after receipt of
the request; and

. during that 60-day period, the holders of a majority in principal amount
of the debt securities of that series do not give the trustee a direction
inconsistent with the request. (Section 507)

However, these limitations do not apply to a suit by a holder of a debt
security demanding payment of the principal, premium, if any, or interest on a
debt security on or after the date the payment is due. (Section 508)

We will be required to furnish to the trustee annually a statement by some
of our officers regarding our performance or observance of any of the terms of
the indentures and, specifying all of our known defaults, if any. (Section
1004)

Modification and Waiver

We may enter into one or more supplemental indentures with the trustee
without the consent of the holders of the debt securities of a particular
series in order to:

. evidence the succession of another corporation or corporations to us, or
successive successions and the assumption of our covenants, agreements
and obligations by a successor person;

. add to our covenants for the benefit of the holders or to surrender any
of our rights or powers;

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. add events of default for any series of debt securities;

. add or change any provisions of the indentures to the extent necessary to
issue debt securities in bearer form;

. add to, change or eliminate any provision of the indenture applying to
one or more series of debt securities, provided that if such action
adversely affects the interests of any holders of debt securities of any
series, the addition, change or elimination will become effective with
respect to that series only when no security of that series remains
outstanding;

. convey, transfer, assign, mortgage or pledge any property to or with the
trustee or to surrender any right or power conferred upon us by the
indenture;

. establish the form or terms of any series of debt securities;

. provide for uncertificated securities in addition to certificated
securities;

. evidence and provide for successor trustees or to add or change any
provisions to the extent necessary to appoint a separate trustee or
trustees for a specific series of debt securities;

. correct any ambiguity, defect or inconsistency under the indenture,
provided that such action does not adversely affect the interests of the
holders of debt securities of any series;

. supplement any provisions of the indenture necessary to defease and
discharge any series of debt securities, provided that such action does
not adversely affect the interests of the holders of any series of debt
securities;

. comply with the rules or regulations of any securities exchange or
automated quotation system on which any debt securities are listed or
traded; or

. add, change or eliminate any provisions of the indenture in accordance
with any amendments to the Trust Indenture Act, provided that the action
does not adversely affect the rights or interests of any holder of debt
securities. (Section 901)

We may enter into one or more supplemental indentures with the trustee in
order to add to, change or eliminate provisions of the indenture or to modify
the rights of the holders of one or more series of debt securities if we obtain
the consent of the holders of a majority in principal amount of the outstanding
debt securities of each series affected by the supplemental indenture, treated
as one class. However, without the consent of the holders of each outstanding
debt security affected by the supplemental indenture, we may not enter into a
supplemental indenture that:

. changes the stated maturity of the principal of, or any installment of
principal of or interest on, any debt security, except to the extent
permitted by the indenture;

. reduces the principal amount of, or any premium or interest on, any debt
security;

. reduces the amount of principal of an original issue discount security or
any other debt security payable upon acceleration of the maturity
thereof;

. changes the place or currency of payment of principal, premium, if any,
or interest;

. impairs the right to institute suit for the enforcement of any payment on
any debt security;

. reduces the percentage in principal amount of outstanding debt securities
of any series, the consent of whose holders is required for modification
or amendment of the indenture;

. reduces the percentage in principal amount of outstanding debt securities
of any series necessary for waiver of compliance with certain provisions
of the indenture or for waiver of certain defaults;

. makes certain modifications to such provisions with respect to
modification and waiver;

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. makes any change that adversely affects the right to convert or exchange
any debt security or decrease the conversion or exchange rate or
increases the conversion price of any convertible or exchangeable debt
security; or

. changes the terms and conditions pursuant to which any series of debt
securities that are secured in a manner adverse to the holders of the
debt securities. (Section 902)

Holders of a majority in principal amount of the outstanding debt securities
of any series may waive past defaults or compliance with restrictive provisions
of the indenture. However, the consent of holders of each outstanding debt
security of a series is required to:

. waive any default in the payment of principal, premium, if any, or
interest, or

. waive any covenants and provisions of the indenture that may not be
amended without the consent of the holder of each outstanding security of
the series affected. (Sections 513 and 1006)

In order to determine whether the holders of the requisite principal amount
of the outstanding debt securities have taken an action under the indenture as
of a specified date:

. the principal amount of an original issue discount security that will be
deemed to be outstanding will be the amount of the principal that would
be due and payable as of such date upon acceleration of the maturity to
such date;

. if, as of such date, the principal amount payable at the stated maturity
of a debt security is not determinable, for example, because it is based
on an index, the principal amount of such debt security deemed to be
outstanding as of such date will be an amount determined in the manner
prescribed for such debt security;

. the principal amount of a debt security denominated in one or more
foreign currencies or currency units that will be deemed to be
outstanding will be the $US equivalent, determined as of such date in the
manner prescribed for such debt security, of the principal amount of such
debt security or, in the case of a debt security described in the two
preceding bullet points, of the amount described above; and

. debt securities owned by us or any other obligor upon the debt securities
or any of their affiliates will be disregarded and deemed not to be
outstanding.

Some debt securities, including those for whose payment or redemption money has
been deposited or set aside in trust for the holders and those that have been
fully defeased pursuant to Section 1402, will not be deemed to be outstanding.
(Section 101)

We will generally be entitled to set any day as a record date for
determining the holders of outstanding debt securities of any series entitled
to give or take any direction, notice, consent, waiver or other action under
the indentures. In limited circumstances, the trustee will be entitled to set a
record date for action by holders. If a record date is set for any action to be
taken by holders of a particular series, the action may be taken only by
persons who are holders of outstanding debt securities of that series on the
record date. To be effective, the action must be taken by holders of the
requisite principal amount of the debt securities within a specified period
following the record date. For any particular record date, this period will be
180 days or such shorter period as may we may specify, or the trustee may
specify, if it set the record date. This period may be shortened or lengthened
by not more than 180 days. (Section 104)

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Subordination Under the Subordinated Indenture

We have defined some of the terms we use in this subsection at the end of
this subsection.

The subordinated debt securities issued under the subordinated indenture
will be unsecured and junior in right of payment to all of our senior
indebtedness. This means we will not make a payment on the subordinated debt
securities if:

. any of our senior indebtedness is not paid when due, any applicable grace
period for the non-payment default has ended and the non-payment default
has not been cured or waived or ceased to exist; or

. the maturity of any of our senior indebtedness has been accelerated
because of a default and that acceleration has not been rescinded.

If our assets are distributed to our creditors upon our dissolution,
winding-up or liquidation, whether voluntarily or involuntarily or in
bankruptcy, insolvency, receivership, reorganization or other similar
proceedings, all principal, premium, if any, interest and any other amounts due
or to become due on all of our senior indebtedness must be paid in full before
the holders of the subordinated debt securities are entitled to receive or
retain any payment. Upon payment in full of all of our senior indebtedness, the
holders of the subordinated debt securities will assume rights similar to the
holders of our senior indebtedness to receive payments or distributions
applicable to our senior indebtedness until all amounts owing on the
subordinated debt securities are paid in full.

"Debt" in the subordinated indenture means, with respect to any person at
any date of determination, without duplication:

. all indebtedness for borrowed money;

. all obligations evidenced by bonds, debentures, notes or other similar
instruments, including obligations incurred in connection with the
acquisition of property, assets or businesses;

. all obligations under letters of credit or bankers' acceptances or other
similar instruments, or related reimbursement obligations, issued on the
account of such person;

. all obligations to pay the deferred purchase price of property or
services, except some trade payables;

. all obligations as lessee under capitalized leases;

. all debt of others secured by a lien on any asset of such person, whether
or not the debt is assumed by the person, provided that, for purposes of
determining the amount of any debt of the type described in this clause,
if recourse with respect to the debt is limited to the asset, the amount
of the debt is limited to the lesser of the fair market value of the
asset or the amount of the debt; and

. to the extent not otherwise included in this definition, all obligations
for claims in respect of derivative products, including interest rate,
foreign exchange rate and commodity prices, forward contracts, options,
swaps, collars and similar arrangements.

"Senior indebtedness" in the subordinated indenture means the principal,
premium, if any, and interest on all of our debt, whether created, incurred or
assumed before, on or after the date of the subordinated indenture. However,
senior indebtedness does not include:

. debt that, when incurred and without respect to any election under
Section 1111(b) of Title 11, U.S. Code, was without recourse; and

. other debt which by the terms of the instrument creating or evidencing it
is specifically designated as being subordinated to or pari passu with
the subordinated debt securities, including all debt issued to any trust,
partnership or other entity affiliated with us which is a financing
vehicle for us in connection with an issuance of trust preferred
securities.

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The subordinated indenture does not limit our ability to incur additional
indebtedness, including indebtedness that ranks senior in priority of payment
to the subordinated debt securities.

Defeasance and Covenant Defeasance

Unless we inform you otherwise in the prospectus supplement, the provisions
of the indenture relating to defeasance and discharge of indebtedness, or
defeasance of restrictive covenants, will apply to the debt securities of any
series. (Section 1401)

Defeasance and Discharge. We will be discharged from all of our obligations
with respect to the debt securities, except for certain obligations to exchange
or register the transfer of debt securities, to replace stolen, lost or
mutilated debt securities, to maintain paying agencies and to hold moneys for
payment in trust, upon the deposit in trust for the benefit of the holders of
such debt securities of money or U.S. government obligations, or both, which,
through the payment of principal and interest in respect thereof in accordance
with their terms, will provide money in an amount sufficient to pay the
principal, premium, if any, and interest on the debt securities on the
respective stated maturities in accordance with the terms of the relevant
indenture and the debt securities. Such defeasance or discharge may occur only
if, among other things, we have delivered to the trustee an opinion of counsel
to the effect that we have received from, or there has been published by, the
United States Internal Revenue Service a ruling, or there has been a change in
tax law, in either case to the effect that holders of the debt securities will
not recognize gain or loss for federal income tax purposes as a result of such
deposit, defeasance and discharge and will be subject to federal income tax on
the same amount, in the same manner and at the same times as would have been
the case if such deposit, defeasance and discharge were not to occur. (Sections
1402 and 1404)

Defeasance of Certain Covenants. In certain circumstances, we may omit to
comply with specified restrictive covenants, including any that we may describe
in the prospectus supplement, and in those circumstances the occurrence of
certain events of default, which are described in the fourth bullet point
above, with respect to such restrictive covenants, under "Events of Default"
and any that may be described in the prospectus supplement, will be deemed not
to be or result in an event of default, in each case with respect to the debt
securities. We, in order to exercise such option, will be required to deposit,
in trust for the benefit of the holders of the debt securities, money or U.S.
government obligations, or both, which, through the payment of principal and
interest in respect thereof in accordance with their terms, will provide money
in an amount sufficient to pay the principal, premium, if any, and interest on
the debt securities on the respective stated maturities in accordance with the
terms of the relevant indenture and the debt securities. We will also be
required, among other things, to deliver to the trustee an opinion of counsel
to the effect that holders of the debt securities will not recognize gain or
loss for federal income tax purposes as a result of such deposit and defeasance
of certain obligations and will be subject to federal income tax on the same
amount, in the same manner and at the same times as would have been the case if
such deposit and defeasance were not to occur. In the event we exercise this
option with respect to any debt securities and the debt securities were
declared due and payable because of the occurrence of any event of default, the
amount of money and U.S. government obligations so deposited in trust would be
sufficient to pay amounts due on the debt securities at the time of their
respective stated maturities, but might not be sufficient to pay amounts due on
such debt securities upon any acceleration resulting from the event of default.
In such case, we would remain liable for those payments. (Sections 1403 and
1404)

Notices

Holders will receive notices by mail at their addresses as they appear in
the security register. (Sections 101 and 106)

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Title

We may treat the person in whose name a debt security is registered on the
applicable record date as the owner of the debt security for all purposes,
whether or not it is overdue. (Section 309)

Governing Law

New York law will govern the indentures and the debt securities. (Section
112)

Regarding the Trustee

The applicable trustee will be named in the prospectus supplement.

Plan of Distribution

We may sell debt securities:

. through an underwriter or underwriters,

. through dealers,

. through agents,

. directly to purchasers, including our affiliates, or

. through a combination of any of these methods.

We may authorize underwriters, dealers and agents to solicit offers by
institutions to purchase debt securities from us pursuant to delayed delivery
contracts providing for payment and delivery on a specified date. If we elect
to use delayed delivery contracts, we will describe the date of delivery, the
conditions of the sale and the commissions payable for solicitation of such
contracts in the prospectus supplement.

We will describe the terms of any offering of debt securities in the
prospectus supplement, including:

. the method of distribution,

. the name or names of any underwriters, dealers, purchasers or agents, and
any managing underwriter or underwriters,

. the purchase price of the debt securities and the proceeds we receive
from the sale,

. any underwriting discounts, agency fees or other form of underwriters'
compensation,

. any discounts and concessions allowed, reallowed or paid to dealers or
agents, and

. the expected time of delivery of the offered debt securities.

We may change the initial public offering price and any discount or
concessions allowed or reallowed to dealers from time to time.

If we use underwriters to sell our debt securities, the underwriting
agreement will provide that the obligations of the underwriters are subject to
certain conditions precedent and that the underwriters will be obligated to
purchase all of the offered debt securities if any are purchased. In connection
with the sale of debt securities, underwriters may receive compensation from us
or from purchasers of debt securities for whom they may act as agents in the
form of discounts, concessions or commissions. Underwriters may sell debt
securities to or through dealers, and dealers may receive compensation in the
form of discounts, concessions or commissions from the underwriters and/or
commissions from the purchasers for whom they may act as agents.

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If we use a dealer to sell debt securities, we will sell the debt securities
to the dealer as principal. The dealer may then resell the debt securities to
the public at varying prices to be determined by the dealer at the time of
resale. These dealers may be deemed underwriters, as such term is defined in
the Securities Act of 1933, of the debt securities they offer and sell. If we
elect to use a dealer to sell debt securities, we will provide the name of the
dealer and the terms of the transaction in the prospectus supplement.

Debt securities may also be offered and sold in connection with a
remarketing upon their purchase, in accordance with a redemption or repayment
by their terms or otherwise by one or more remarketing firms acting as
principals for their own accounts or as our agents. We will identify any
remarketing firm, the terms of any remarketing agreement and the compensation
to be paid to a remarketing firm in the prospectus supplement. Remarketing
firms may be deemed underwriters under the Securities Act of 1933.

Underwriters, agents, dealers and some purchasers participating in the
distribution of debt securities may be deemed to be underwriters, and any
discounts and commissions received by them and any profit realized by them on
resale of debt securities may be deemed to be underwriting discounts and
commissions under the Securities Act of 1933.

Unless we inform you otherwise in the prospectus supplement, none of our
directors, officers or employees will solicit or receive a commission in
connection with direct sales of debt securities, although these persons may
respond to inquiries by potential purchasers and perform ministerial and
clerical work in connection with any such direct sales.

We may enter into agreements with the underwriters, agents, purchasers,
dealers or remarketing firms who participate in the distribution of our debt
securities that will require us to indemnify them against specified
liabilities, including liabilities under the Securities Act of 1933, or to
contribute to payments that they or any person controlling them may be required
to make for those liabilities. Underwriters, agents or dealers may be our
customers. They may also engage in transactions with us or perform services for
us or for our affiliates in the ordinary course of business.

Each series of debt securities will be a new issue with no established
trading market. We may elect to list any series of debt securities on an
exchange. However, we are not obligated to do so. It is possible that one or
more underwriters may make a market in a series of debt securities. However,
they will not be obligated to do so and may discontinue market making at any
time without notice. We cannot assure you that a liquid trading market for the
debt securities will develop.

In connection with an offering, the underwriters or agents may purchase and
sell debt securities in the open market. These transactions may include over-
allotment and stabilizing transactions and purchases to cover syndicate short
positions created in connection with the offering. Stabilizing transactions
consist of bids or purchases for the purpose of preventing or retarding a
decline in the market price of the debt securities. Syndicate short positions
involve the sale by the underwriters or agents of a greater number of debt
securities than they are required to purchase from us in the offering. The
underwriters also may impose a penalty bid, in which selling concessions
allowed to syndicate members or other broker dealers in respect of the debt
securities sold in the offering for their account may be reclaimed by the
syndicate if the debt securities are repurchased by the syndicate in
stabilizing or covering transactions. These activities may stabilize, maintain
or otherwise affect the market price of the debt securities, which may be
higher than the price that might otherwise prevail in the open market, and
these activities, if commenced, may be discontinued at any time. These
transactions may be effected on the NYSE, in the over-the-counter market or
otherwise.

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Validity of Securities

The validity of the debt securities will be passed upon for us by Baker
Botts L.L.P., Houston, Texas. Phelps Dunbar, L.L.P., New Orleans, Louisiana,
will pass on all matters of Louisiana law in this connection. Any underwriters
will be advised about the validity of the debt securities and other legal
matters by their own counsel.

Experts

The consolidated financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K for the year ended December 31,
1998 have been so incorporated in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given upon their authority
as experts in auditing and accounting.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

Cleco Corporation (the "Company") estimates that expenses in connection with
the offering described in this Registration Statement will be as follows:

<TABLE>
<S> <C>
Securities and Exchange Commission filing fee....................... $29,040
Blue sky expenses................................................... *
Attorneys' fees and expenses........................................ *
Independent accountant's fees and expenses.......................... *
Printing and engraving expenses..................................... *
Rating agency fees.................................................. *
Trustee's fees and expenses......................................... *
Miscellaneous expenses.............................................. *
-------
Total............................................................. $ *
=======
</TABLE>
- --------
* To be provided by amendment.

Item 15. Indemnification of Directors and Officers.

Section 83 of the Business Corporation Law of the State of Louisiana (the
"LBCL") provides that a corporation may indemnify any person against whom an
action, suit or proceeding is brought or threatened, by reason of the fact that
he is or was a director, officer, employee or agent of the corporation or was
serving at the request of the corporation as a director, officer, employee or
agent of another business, corporation, partnership or other enterprise,
against expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with any
such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. In the case of actions by
or in the right of the corporation, the indemnity is limited to expenses,
including attorneys' fees and amounts paid in settlement not exceeding, in the
judgment of the board of directors, the estimated expense of litigating the
action to conclusion, actually and reasonably incurred in connection with a
defense or settlement; provided that no indemnity may be made in respect of any
matter in which the person shall have been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable for
willful or intentional misconduct in performance of his duty to the corporation
unless and only to the extent that the court determines upon application that
such person is fairly and reasonably entitled to such indemnity. To the extent
a person has been successful on the merits or otherwise in defense of any
action, the statute provides that he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith. Section 83
also provides for, among other things, procedures for indemnification;
advancement of expenses; non-exclusivity of the provisions of Section 83 with
respect to indemnification and advancement of expenses; and insurance,
including self-insurance, with respect to liabilities incurred by directors,
officers and others.

Article IV of the Bylaws of the Company provides that the Company shall
indemnify any person who was or is, or is threatened to be made, a party to or
otherwise involved in any pending or completed action, suit, arbitration,
alternate dispute resolution mechanism, investigation, administrative hearing
or other proceeding, whether civil, criminal, administrative or investigative
(any such threatened, pending or completed proceeding being hereinafter called
a "Proceeding") by reason of the fact that he is or was a director, officer,
employee or agent of the Company or is or was serving at the request of the
Company as a director, officer, employee or agent of another business, foreign
or nonprofit corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise (whether the basis of his involvement in such
Proceeding is alleged action in an official

II-1
<PAGE>

capacity or in any other capacity while serving as such), to the fullest extent
permitted by applicable law, from and against expenses, including attorney's
fees, judgments, fines, amounts paid or to be paid in settlement, liability and
loss, ERISA excise taxes, actually and reasonably incurred by him or on his
behalf or suffered in connection with such Proceeding or any claim, issue or
matter therein; provided, however, that, subject to certain exceptions set
forth therein, the Company shall indemnify any such person claiming indemnity
in connection with a Proceeding initiated by such person only if such
Proceeding was authorized by the board of directors.

The Bylaws further provide that (i) the Company shall from time to time pay,
in advance of final disposition, all Expenses (as therein defined) incurred by
or on behalf of any person claiming indemnity thereunder in respect of any
Proceeding, (ii) the right to indemnification provided therein is a contract
right and no amendment, alteration or repeal of the Bylaws shall restrict the
indemnification rights granted by the Bylaws as to any person claiming
indemnification with respect to acts, events and circumstances that occurred,
in whole or in part, before such amendment, alteration or repeal, (iii) any
such indemnification may continue as to any person who has ceased to be a
director, officer, employee or agent and may inure to the benefit of the heirs,
executors and legal representative of such person and (iv) the right of
indemnification and to receive advancement of expenses contemplated by Section
1 of Article IV of the Bylaws are not exclusive of any other rights to which
any person may at any time be otherwise entitled, provided that such other
indemnification may not apply to a person's willful or intentional misconduct.
The Bylaws also set forth certain procedural and evidentiary standards
applicable to the enforcement of a claim thereunder.

The Bylaws also provide that the Company (i) may procure or maintain
insurance or other similar arrangement, at its expense, to protect itself and
any director, officer, employee or agent of the Company or other corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss asserted against or incurred by such person, whether or not
the Company would have the power to indemnify such person against such expense
or liability and (ii) shall indemnify officers and directors of the Company to
the extent they are not covered by the insurance, whether or not such persons
would otherwise be entitled to indemnification under the Bylaws, as provided in
policies covering liabilities up to $85 million incurred by directors and
officers in their capacities as such, and has fiduciary and employee benefit
liability insurance policies covering liabilities up to $65 million incurred by
directors, officers and certain other employees of the Company in connection
with the administration of the Company's employee benefit plans.

Section 24(C)(4) of the LBCL provides that a corporation may eliminate or
limit the liability of a director or officer to the corporation or its
shareholders for monetary damages for breach of fiduciary duty, except for
liability (i) for any breach of the director's or officer's duty of loyalty to
the corporation or its shareholders, (ii) for acts or omissions not in good
faith or that involve intentional misconduct or a knowing violation of law,
(iii) under Section 92(D) of the LBCL relating to unlawful dividends and other
unlawful distributions, payments or returns of assets and (iv) for any
transaction from which the director or officer derived an improper personal
benefit. The Company's Articles of Incorporation include a provision consistent
with Section 24(C)(4) of the LBCL. Such provision further provides that (a) if
the LBCL is subsequently amended to authorize action further eliminating or
limiting a director's or officer's liability, such liability will be eliminated
or limited to the fullest extent permitted by such law, as so amended, and (b)
if such provision limiting or eliminating liability is repealed or modified,
the right or protection of a director or officer of the Company existing at the
time of such repeal or modification will not be affected thereby.

Item 16. Exhibits.

See Index to Exhibits at page II-6.

Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

II-2
<PAGE>

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement;

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

II-3
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pineville, the State of Louisiana, on March 22,
2000.

CLECO CORPORATION

/s/ Gregory L. Nesbitt
By:__________________________________
Gregory L. Nesbitt
Chairman and Chief Executive
Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Michael P. Prudhomme and Kathleen F. Nolen, and
each of them, his or her true and lawful attorneys-in-fact and agents with
power to act with or without the other, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any or all amendments (including pre-effective and
post-effective amendments) to this Registration Statement and any registration
statement for the same offering filed pursuant to Rule 462 under the Securities
Act of 1933, as amended, and all instruments necessary or incidental thereto,
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents and each of them full power and authority to do
and perform every act whatsoever necessary or desirable to be done in and about
the premises, as fully and to all intents and purposes as they might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or their substitutes may lawfully do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----

<S> <C> <C>
/s/ Gregory L. Nesbitt Chairman, Chief Executive March 13, 2000
______________________________________ Officer and Director
Gregory L. Nesbitt (Principal Executive
Officer)

/s/ Thomas J. Howlin Senior Vice President-- March 22, 2000
______________________________________ Financial Services and
Thomas J. Howlin Chief Financial Officer
(Principal Financial
Officer and Principal
Accounting Officer)

/s/ Sherian G. Cadoria Director March 16, 2000
______________________________________
Sherian G. Cadoria

/s/ Richard B. Crowell Director March 14, 2000
______________________________________
Richard B. Crowell

/s/ David M. Eppler Director March 22, 2000
______________________________________
David M. Eppler
</TABLE>

II-4
<PAGE>

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----

<S> <C> <C>
/s/ J. Patrick Garrett Director March 22, 2000
______________________________________
J. Patrick Garrett

/s/ F. Ben James, Jr. Director March 15, 2000
______________________________________
F. Ben James, Jr.

/s/ Elton R. King Director March 14, 2000
______________________________________
Elton R. King

/s/ A. DeLoach Martin, Jr. Director March 14, 2000
______________________________________
A. DeLoach Martin, Jr.

/s/ Robert T. Ratcliff Director March 22, 2000
______________________________________
Robert T. Ratcliff

/s/ Edward M. Simmons Director March 14, 2000
______________________________________
Edward M. Simmons

/s/ William H. Walker, Jr. Director March 22, 2000
______________________________________
William H. Walker, Jr.
</TABLE>

II-5
<PAGE>

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit Report or Exhibit
Number Document Description Registration Statement Reference
------- -------------------- ---------------------- ---------
<C> <S> <C> <C>
1* Form of Underwriting Agreement
4.1* Form of Senior Indenture
4.2* Form of Subordinated Indenture
4.3* Form of Senior Debt Security
(included in Exhibit 4.1)
4.4* Form of Subordinated Debt Security
(included in Exhibit 4.2)
5* Opinion of Baker Botts L.L.P.
12.1** Statement Regarding Computation of Form 10-K for the 12
Ratios for the twelve-month periods year ended December
ended December 31, 1998, 1997, 31, 1998
1996, 1995 and 1994
12.2* Statement Regarding Computation of
Ratios for the nine-month periods
ended September 30, 1999 and 1998
15.1 Awareness Letter of
PricewaterhouseCoopers LLP
23.1 Consent of PricewaterhouseCoopers
LLP
23.2* Consent of Baker Botts L.L.P.
(included in Exhibit 5)
24.1 Power of Attorney (included on page
II-4 of this registration
statement)
25* Statement of Eligibility of Trustee
on Form T-1
</TABLE>
- --------
* To be filed by amendment or by a report on Form 8-K pursuant to Regulation
S-K, Item 601(b).
** Incorporated herein by reference as indicated.

II-6

<PAGE>

EXHIBIT 15

AWARENESS LETTER OF INDEPENDENT ACCOUNTANTS

March 21, 2000

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: Cleco Corporation
Registration Statement on Form S-3

We are aware that our reports dated April 21, 1999 and July 23, 1999 on our
reviews of interim financial information of Cleco Utility Group Inc., formerly
known as and successor to Cleco Corporation, for the three-month periods ended
March 31, 1999 and 1998 and for the six-month periods ended June 30, 1999 and
1998, respectively, and our report dated November 2, 1999 on our review of
interim financial information of Cleco Corporation for the nine-month periods
ended September 30, 1999 and 1998 included in Cleco's quarterly reports on Form
10-Q for the quarters then ended are incorporated by reference in this
registration statement on Form S-3. Pursuant to Rule 436(c) under the
Securities Act of 1933, these reports should not be considered a part of the
registration statement prepared or certified by us within the meaning of
Sections 7 and 11 of the Act.

PricewaterhouseCoopers LLP
New Orleans, Louisiana

<PAGE>
EXHIBIT 23

CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 27, 1999 relating to the
financial statements of Cleco Corporation that appear in its 1998 Annual Report
to Shareholders, which report is incorporated by reference in Cleco
Corporation's Annual Report on Form 10-K for the year ended December 31, 1998.
We also consent to the incorporation by reference of our report dated January
27, 1999 relating to the financial statement schedule, which appears in such
Annual Report on Form 10-K. We also consent to the references to us under the
headings "Experts" in such Registration Statement.

PricewaterhouseCoopers LLP

New Orleans, Louisiana
March 21, 2000