<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
Commission file number 1-5663
Or
/ / TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Central Louisiana Electric Company, Inc.
(Exact Name of Registrant as specified in its charter)
Louisiana 72-0244480
(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:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
Cumulative Preferred Stock, $100 Par Value None
4.50%
4.50%, Series of 1955
4.65%, Series of 1964
4.75%, Series of 1965
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 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 February 22, 1994, the aggregate value of the Registrant's
voting stock held by non-affiliates was $494,023,447. 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 February 22, 1994, there were 22,398,341 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, 1993 are filed as Exhibit 13 to this report
and incorporated by reference into Part II herein. Portions of the
Registrant's definitive Proxy Statement dated March 9, 1994, for the
Annual Meeting of Shareholders to be held on April 22, 1994, are
incorporated by reference into Part III herein.
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TABLE OF CONTENTS
PART I Page
Item 1. Business
General................................... 1
Electric Operations....................... 1
Regulatory and Environmental Matters...... 8
Construction and Financing................ 14
Item 2. Properties................................. 14
Item 3. Legal Proceedings.......................... 15
Item 4. Submission of Matters to a Vote of
Security Holders.......................... 15
Executive Officers of the Registrant................. 16
PART II
Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters........... 18
Item 6. Selected Financial Data.................... 19
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of
Operations................................ 20
Item 8. Financial Statements and
Supplementary Data........................ 20
Item 9. Changes In and Disagreements with
Accountants on Accounting and
Financial Disclosure...................... 20
PART III
Item 10. Directors and Executive Officers
of the Registrant......................... 20
Item 11. Executive Compensation..................... 20
Item 12. Security Ownership of Certain Beneficial
Owners and Management..................... 20
Item 13. Certain Relationships and Related
Transactions.............................. 21
PART IV
Item 14. Exhibits, Financial Statement
Schedules and Reports on Form 8-K......... 22
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PART I
ITEM 1. BUSINESS
GENERAL
Central Louisiana Electric Company, Inc. (the Company) was
incorporated in 1934 under the laws of the State of Louisiana and is
engaged principally in the generation, transmission, distribution and
sale of electric energy to approximately 213,000 customers in 63
communities and contiguous rural areas in a 14,000 square mile region
in the State of Louisiana. At December 31, 1993 the Company employed
1,224 persons. The Company's mailing address is P. O. Box 5000,
Pineville, Louisiana 71361-5000, and its telephone number is (318)
484-7400.
ELECTRIC OPERATIONS
POWER GENERATION
The Company operates and either owns or has an ownership interest in
four steam electric generating stations. The Company is the sole owner
of the Coughlin Power Station, the Teche Power Station and Rodemacher
Power Station Unit 1. The Company owns a 50% interest in Dolet Hills
Power Station Unit 1 (Dolet Hills Unit 1), and a 30% interest in
Rodemacher Power Station Unit 2 (Rodemacher Unit 2). At December 31,
1993, the Company's aggregate electric generating capacity at the four
stations was 1,686,000 kilowatts. The following table sets forth
certain information with respect to the Company's generating
facilities.
<TABLE>
<CAPTION>
YEAR CAPACITY TYPE OF
OF AT FUEL
GENERATING INITIAL 12/31/93 USED FOR
Generating Station UNIT # OPERATION (KILOWATTS) GENERATION(1)
<S> <C> <C> <C> <C>
Coughlin Power Station 6 1961 110,000 gas/oil(standby)
7 1966 224,000 gas/oil(standby)
Teche Power Station 1 1953 23,000 gas
2 1956 48,000 gas
3 1971 359,000 gas/oil(standby)
Rodemacher Power Station 1 1975 440,000 gas/oil
2 1982 157,000(2) coal/gas
Dolet Hills Power Station 1 1986 325,000(3) lignite
Total Generating Capability 1,686,000
(1) Where oil is used on a standby basis, capacity may be reduced.
(2) Represents the Company's 30% interest in the capacity of
Rodemacher Unit 2, a 523,000-kilowatt generating unit.
(3) Represents the Company's 50% interest in the capacity of Dolet
Hills Unit 1, a 650,000-kilowatt generating unit.
</TABLE>
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FUEL
The following table sets forth, for the periods indicated, the
percentages of power generated from various fuels at the Company's
electric generating plants, the cost of fuel per kilowatt hour (KWH)
attributable to each such fuel and the weighted average fuel cost per
KWH.
<TABLE>
<CAPTION>
WEIGHTED
LIGNITE COAL GAS FUEL OIL AVERAGE
COST COST COST COST COST
PER PERCENT PER PERCENT PER PERCENT PER PERCENT PER
KWH OF KWH OF KWH OF KWH OF KWH
(MILLS) GENERATION (MILLS) GENERATION (MILLS) GENERATION (MILLS) GENERATION (MILLS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1993 15.50 32.7 20.28 19.5 25.11 47.8 - - 21.02
1992 14.96 37.0 20.07 16.7 21.48 46.3 - - 18.83
1991 14.96 37.2 21.07 15.2 19.94 47.6 - - 18.26
1990 14.83 36.0 19.60 17.4 23.88 46.6 - - 19.87
1989 13.95 36.0 18.93 13.3 23.15 50.5 22.9 0.2 19.28
</TABLE>
For information with respect to the Company's ability to pass
through changes in costs of generating fuel to its customers, see
"Regulatory and Environmental Matters - Rates" hereunder.
Gas Supply
During 1993 the Company purchased a total of 28,083 billion
British thermal units (MMMBtu) of natural gas for the generation of
electricity. The annual and average per-day quantities of gas
purchased by the Company from each supplier is shown in the table
below.
<TABLE>
<CAPTION>
AVERAGE
AMOUNT
1993 PURCHASED PERCENT
PURCHASES PER DAY OF TOTAL
GAS SUPPLIER (MMMBtu) (MMMBtu) GAS USED
<S> <C> <C> <C>
Arkansas Louisiana Gas Company 20,216 55.4 72.0
Louisiana Intrastate Gas Corporation 6,040 16.5 21.5
LL&E Gas Marketing, Inc. 1,825 5.0 6.5
Other 2 - -
28,083 76.9 100.0
</TABLE>
Effective January 1, 1992 the Company entered into a new contract
with Arkla General Supply Company (AGS), a division of Arkla Energy
Marketing Company which is a subsidiary of Arkla, Inc., for the sale
of natural gas to be delivered to the Company's four power stations.
The contract provides for a firm gas supply through the year 2000 in
quantities sufficient to meet the Company's internal system
requirements and contains options designed to enable the Company to
manage the natural gas component of its total fuel costs.
Concurrently with the signing of the gas supply contract, AGS entered
into a contract with Louisiana Intrastate Gas Corporation (LIG), which
at the time was a wholly owned subsidiary
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of Arkla, Inc., for the transportation of the gas purchased from AGS.
Under the terms of the gas supply contract, AGS incurs the cost of
transporting gas via LIG's pipelines to the Company's power stations.
The gas supply contract with AGS allows the Company to select in
advance, on an annual basis, how the Company will meet its internal
system requirements for gas. One option allows the purchase of gas
exclusively from AGS with transportation provided by LIG. Another
option allows supply needs to be met with gas purchased from AGS and
third party gas suppliers and transported by others or by LIG. The
Company may continue to purchase gas under a prior contract with LL&E
Gas Marketing, Inc. (described in further detail below) without such
purchases being considered as purchases from a third party supplier,
unless the Company has elected to purchase gas from third party
suppliers.
The contract with AGS contains pricing mechanisms for gas
purchased thereunder which are intended to approximate current market
prices at the time of purchase and are designed to be competitive with
prices paid by other Louisiana utility companies. In addition to
standard contractual termination provisions, the contract may be
terminated by either party, subject to acceptance by the other party,
if the price calculated according to the contract is determined to be
unacceptable. If notice of termination is given because of pricing,
the contract will remain in effect for a period of twelve months, and
LIG will remain obligated to transport replacement gas for an
additional eighteen months.
The contract with AGS also contains minimum and maximum supply
obligations which are based upon the Company's seasonal generation
requirements and are dependent upon which option is selected by the
Company. The supply obligations under either option may be increased
if the Company's solid-fuel generating units are unavailable due to
scheduled or unscheduled maintenance outages or for other reasons.
The Company is obligated to purchase certain quantities of gas from
AGS on an annual basis. A minimum or base quantity of 20,000 MMMBtu
of gas must be purchased during a year, adjusted by plus or minus 10%
at the option of the Company each year, if all gas is purchased from
AGS. A minimum of 25,000 MMMBtu must be purchased during a year if
any gas is purchased from third party suppliers. In 1993 the base
quantity of gas to be purchased under the AGS contract was 20,000
MMMBtu. During 1993 the Company purchased a base quantity of 20,045
MMMBtu of gas, including gas purchased on behalf of Southwestern
Electric Power Company (SWEPCO), joint owner of Dolet Hills Unit 1,
and Louisiana Energy and Power Authority (LEPA) and Lafayette Public
Power Authority (LPPA), joint owners of Rodemacher Unit 2. During
1993 the Company did not purchase any gas from third party suppliers
under the terms of the contract with AGS.
During 1993 the Company entered into a separate contract with LIG
for the sale and transportation of natural gas to the Company's
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power stations. A total of 6,040 MMMBtu of "spot" and surplus gas was
purchased from LIG during 1993 under an interim sale and
transportation agreement. Gas purchased under the LIG contract is not
considered to be purchases from third parties under the gas supply
contract between the Company and AGS. The contract with LIG provides
for the purchase of spot gas for the Company's internal system
requirements when the price of such gas is less than that of energy
purchases from other utilities and provides for the purchase of
surplus gas, if and when it is available, for energy sales to other
utilities. The Company has a separate contract with LIG which
provides for the transportation of gas purchased by the Company from
third party suppliers or under circumstances where AGS fails to meet
its contract obligations.
The Company has contracted with LL&E Gas Marketing, Inc., an
affiliate of Louisiana Land & Exploration Company, for the purchase of
up to 5 MMMBtu of gas per day on a month-to-month basis, subject to
termination by either party. The purchase price of the gas is based
on a monthly index plus a markup and transportation fee. Purchased gas
is transported via the intrastate pipeline system owned and operated
by LIG.
The Company has never incurred a liability for any gas not taken
under the take-or-pay provisions of its gas supply agreements.
Although natural gas has been relatively plentiful in recent
years, supplies available to the Company and other consumers are
vulnerable to disruption due to weather conditions, transportation
disruption, price changes and other events. Large boiler-fuel users
of natural gas, including electric utilities, generally have the
lowest priority among gas users in the event pipeline suppliers are
forced to curtail deliveries due to inadequate supplies. Thus,
supplies of natural gas may become unavailable from time to time,
or prices may increase rapidly in response to temporary supply
disruptions. Such events may require the Company to shift its gas-
fired generation to alternative fuel sources such as fuel oil to the
extent it has the capability to burn those alternative fuels.
Currently, the Company anticipates that its alternative fuel
capability, combined with its solid-fuel generating resources, are
adequate to meet fuel needs during any temporary interruption of gas
supplies.
Coal and Lignite Supply
Under the terms of a contract with Kerr-McGee Coal Corporation
(Kerr-McGee), the supplier of coal used in Rodemacher Unit 2, the
Company has agreed to purchase approximately 12.8 million tons of low-
sulfur coal over a 25 year period which began in 1982. The Company
estimates that this supply of coal will be sufficient to meet its
share of the fuel requirements of Rodemacher Unit 2 during the same
period. The price of coal under the contract is a base price per ton
plus a "total escalation charge" to reflect changes
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in certain indices specified in the contract. The contract also
provides for adjustment of the price based on the heating value of
coal delivered. After purchasing a given annual quantity of base
coal, the Company has the right to purchase coal from third parties in
the spot market, and Kerr-McGee has the right to meet the terms of the
proposed purchase if it chooses to do so. The coal supplied by Kerr-
McGee is surface-mined in Wyoming and transported to the Rodemacher
Unit 2 site by railroad in unit trains which are leased by the Company
pursuant to various long-term leases. The Company has contracted
with rail carriers for the transportation of the coal. Although it is
possible that the supply of coal could be curtailed because of rail
transportation interruptions, the Company has not experienced any
significant interruptions in the past. During 1993 the Company
purchased 670,845 tons of coal from Kerr-McGee, including 160,847 tons
of spot coal. As of December 31, 1993 the cumulative total of coal
purchased by the Company since the inception of this contract, which
is subject to the 12.8 million ton contract amount, was approximately
6.1 million tons. At December 31, 1993 the Company's coal inventory
at Rodemacher Unit 2 was approximately 75,000 tons (about a 34-day supply).
Lignite is used as fuel for Dolet Hills Unit 1. The Company and
SWEPCO, a co-owner of the unit, have entered into agreements pursuant
to which each acquired an undivided 50% interest in the other's leased
and owned lignite reserves in northwestern Louisiana. Prior to the
commencement of mining operations in 1985, the estimated recoverable
lignite reserves from such holdings within the lignite surface mine
permit boundary totaled approximately 150 million tons. It is
estimated that Dolet Hills Unit 1 will require approximately 75
million tons of lignite for 30 years of operation. The Company and
SWEPCO have entered into an agreement with the Dolet Hills Mining
Venture for the mining and delivery of lignite required to meet the
fuel needs of the unit. No significant delivery disruptions have
been experienced since mining operations began, and the Company does
not expect any disruptions in the future. The price of lignite
delivered pursuant to the agreement is a base price per ton, subject
to escalation based on certain inflation indices, plus specified
"pass-through" costs. The agreement terminates 25 years after initial
operation of the unit, but may be extended up to an additional 20
years at the option of the Company and SWEPCO. During 1993
approximately 2.6 million tons of lignite were mined, bringing the
cumulative total of lignite mined since mining operations began to
approximately 21.8 million tons as of December 31, 1993.
In order to provide an additional source of lignite for Dolet
Hills Unit 1, in 1988 the Company entered into a contract with
Phillips Coal Company (Phillips) for the purchase of approximately 3.5
million tons of lignite over the life of the contract. Deliveries
began during 1989, and the contract will expire on January 1, 2005.
The contract was amended in 1988 and assigned by
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Phillips to Red River Mining Co., a joint venture of the North
American Coal Corp. and Phillips. The contract was also amended in
1989 to increase the maximum amount to be delivered during the life of
the contract to 3.7 million tons and to increase the maximum amount to
be delivered during any year to 430,000 tons. Of this volume, the
Company will receive 94.14%, and SWEPCO will receive 5.86%. The
minimum annual purchase requirement is 200,000 tons. The price of
lignite under the contract is a base price per MMMBtu, subject to
escalation, plus certain pass-through costs. The contract may be
terminated, subject to penalty provisions, at the option of the
Company at any time after January 1, 1995, with 60 days' written
advance notice to Red River Mining Co. During 1993 the Company and
SWEPCO purchased a total of 460,099 tons of lignite from Red River
Mining Co. Of this amount, 205,001 tons were purchased under the base
contract, bringing the cumulative total of lignite purchased under
this contract as of December 31, 1993 to approximately 1.3 million
tons. The remaining 255,098 tons were purchased as spot lignite under
two separate amendments negotiated during 1992 and 1993. The spot
lignite is purchased at a base price which is escalated in proportion
to the escalation in Dolet Hills Mining Ventures' price. Purchases
under these amendments are not applicable to the 3.7 million ton
contract obligation.
The amount of lignite used by the Company during 1993 from both
mining sources was approximately 1.5 million tons. The continuous
supply of lignite from the mining sources may be subject to
interruption due to adverse weather conditions or other factors which
may disrupt mining operations. At December 31, 1993 the Company's
lignite inventory was approximately 346,000 tons (about a 60-day
supply).
Oil Supply
The Company has been able to obtain oil supplies by spot
purchases as needed. Rodemacher Power Station has oil storage
capacity of 762,000 barrels (approximately a 75-day supply), and the
other generating stations have oil storage capacity aggregating
319,000 barrels (approximately a 20-day supply). The Company burned
only 88 barrels of oil as a fuel source in 1993.
POWER PURCHASES
The Company purchases electric energy from neighboring utilities
when the price of the energy purchased is less than the cost to the
Company of generating such energy from its own facilities.
Additionally, the Company has a long-term contract under which it
purchases a small percentage of its total energy requirements from a
hydroelectric generating plant. During 1993 the Company purchased
1,321 million KWH of electricity, or approximately 18% of its total
energy requirements.
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SALES
The Company is a "public utility" engaged principally in the
generation, transmission, distribution and sale of electricity solely
within Louisiana. For further information regarding the Company's
generating stations and its transmission and distribution facilities,
see "Power Generation" above and "Properties" in Item 2. The
following table sets forth information concerning sales by the Company
to various classes of customers for each of the last three years.
SALES (MILLION KWH)
1993 1992 1991
Residential 2,470 2,353 2,313
Commercial 1,109 1,062 1,043
Industrial 2,005 1,972 1,928
Other retail 463 477 464
Sales for resale * 175 146 141
Total sales to regular customers 6,222 6,010 5,889
Short-term sales to other utilities * 266 88 121
Total kilowatt-hour sales 6,488 6,098 6,010
* Sales to the city of Alexandria were reclassified from Short-term
sales to other utilities to Sales for resale.
The Company's 1993 system peak demand occurred in August and was
1,346,000 kilowatts. Sales and peak demand are affected by
seasonal demand influenced by weather and are generally highest
during the summer air-conditioning and winter heating seasons. The
financial effects of seasonal demand on the Company's quarterly
operating results are discussed in Note L to the Consolidated
Financial Statements on page 32 of the 1993 Annual Report to
Shareholders, which information is filed as Exhibit 13 to this report
and incorporated into Part II herein by reference.
The Company expects the peak demand on the system to grow at a
compound annual rate of approximately 2% over the next ten years. An
ongoing review of future generating requirements continues to indicate
that additional generating capacity should not be needed until the
year 2000. The Company expects to achieve postponement of additional
new capacity by developing a demand-side management program to reduce
the load on the system along with refurbishing a retired 55 MW gas
unit not currently in service for use as a peaking unit. Such
measures are currently under study.
No customer accounted for 10% or more of the Company's revenues in
1993. Additional information regarding the Company's sales and
revenues is set forth on pages 14 and 15 under the subcaption "Results
of Operations" under the caption "Management's Discussion and Analysis
of Financial Condition and Results of Operations" in the Company's
1993 Annual Report to Shareholders, which is filed as Exhibit 13 to
this report and incorporated herein by reference.
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REGULATORY AND ENVIRONMENTAL MATTERS
RATES
Retail electric operations of the Company are subject to the
jurisdiction of the Louisiana Public Service Commission (LPSC) with
respect to rates, standards of service, accounting and other matters.
The LPSC establishes base rates based upon nonfuel costs, including
the cost of capital, and sales. The Company is also subject to the
jurisdiction of the Federal Energy Regulatory Commission (FERC) with
respect to certain aspects of its electric business, including rates
for wholesale service and interconnections with, and the transmission
of power for, other utilities. Periodically, the Company has sought
and received increases in base rates from both the LPSC and the FERC
to cover increases in operating costs and costs associated with
additions to generating, transmission and distribution facilities.
The Company's electric rates include a fuel and purchased power
cost adjustment clause which enables the Company to reflect monthly
fluctuations in the cost of fuel and short-term purchased power.
Additionally, pretax income from certain off-system sales to other
utilities is passed on to customers through the fuel cost adjustment
clause. Fuel costs and fuel adjustment billing factors are approved
by the LPSC and the FERC. These cost adjustments are based on costs
from earlier periods which result in over or under-recovery for the
period in which the adjustment is made. Any over or under-recovery is
corrected by adjustment in later periods. As of December 31, 1993 the
net accumulated balance of over-recovery on sales subject to the
LPSC's jurisdiction was approximately $5.3 million.
The Company, along with three other investor-owned electric utility
companies operating within the State of Louisiana, was named by
consultants in a preliminary report provided to the LPSC at its
regularly scheduled meeting held on June 29, 1993, as having a current
return on equity which may be higher than a return which would be
awarded if rates were established currently. The LPSC offered all
four utility companies the opportunity to respond to the consultants'
comments within one month. The Company believes that its current
return on equity is reasonable, and provided a response to the LPSC.
The LPSC considered the responses of all four companies at its August
meeting and elected to review the earnings of all electric, gas and
telephone utilities that it regulates (approximately 35 companies),
over the next two years. Currently, the Company expects to be
reviewed in early 1995.
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COMPETITION AND FRANCHISES
The Company does not experience significant competition for sales
of electricity to residential customers due to the existence of
franchise rights granted by governmental units and enforced by state
regulation. Such franchises are for fixed terms and expire from time
to time. In the past, the Company has been successful in the renewal
of such franchises in a timely manner. Currently, the Company is
negotiating with a nonexclusive municipal franchise affecting about
6,000 customers, or about 2.8% of the Company's customers, to renew
its franchise agreement which expires in July 1994. The city
administration has indicated that it may seek ownership of the
Company's electric system within the city limits by condemnation or
otherwise. The outcome of the continuing negotiations for the
franchise is uncertain, but the Company will contest any attempt to
acquire its customers or local electric system. The Company does
compete for residential load with natural gas companies within its
service area which offer an alternative fuel for heating needs. The
Company also experiences some competition for electric sales to
industrial customers in the form of self-generation.
In recent years, the Company has been successful in competing for
wholesale sales within its service territory, including short-term
sales to the city of Alexandria and a full requirements sale to the
city of St. Martinville. Sales under the St. Martinville agreement,
which represents an approximate 13 MW load, will begin in May 1995 and
extend through December 2000. The agreement is expected to provide
additional base revenues, net of facility payments, of about $4
million over the term of the agreement. The contract has been filed
with the FERC for approval. The Louisiana Energy and Power Authority,
the city of Lafayette and the American Public Power Association have
intervened before the FERC asserting unduly preferential,
discriminatory and predatory pricing. The Company is contesting these
assertions.
The Energy Policy Act of 1992 contains provisions which among other
things are intended to broaden competition among companies that
generate electricity, including nonregulated independent power
producers, by promoting open access to transmission networks for
wholesale transactions. At this time, the Company is unable to
predict the long-range effects this legislation will have on the
electric industry and the Company's financial condition or operations.
RECENT DEVELOPMENTS
On February 22, 1994 the Company announced its interest in
purchasing Teche Electric Cooperative, Inc. (Teche). Teche serves
about 8,600 customers and its service area, which is in Iberia, St.
Martin and St. Mary parishes (counties), is adjacent to and similar to
the Company's. Teche officials have indicated in press
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releases that they intend to resist the acquisition. At this time,
the Company is unable to predict whether it will be successful in
reaching an agreement with Teche.
ENVIRONMENTAL QUALITY
The Company is subject to numerous laws and regulations administered
by federal, state and local authorities with regard to protection of
the environment. These statutory and regulatory provisions impose
various substantive requirements, the violation of which may result in
substantial fines and penalties. Environmental requirements continue
to increase as a result of new legislation, administrative actions and
judicial interpretations. Therefore, the precise future effects of
existing and potential requirements are difficult to determine.
During 1993 the Company's capital expenditures related to
environmental compliance were approximately $2.5 million and such
expenditures are estimated to total approximately $4.7 million in
1994. A large portion of this increase is attributable to the new
requirement to install continuous emission monitors under the federal
Clean Air Act.
Air Quality
The State of Louisiana regulates emissions from each of the
Company's generating units through regulations issued by the Air
Quality Division (AQD) of the Louisiana Department of Environmental
Quality (LDEQ). In addition, the AQD implements certain programs
initially established by the Environmental Protection Agency (EPA).
The AQD requires permits for certain generating units including the
Company's three most recently constructed generating units, Rodemacher
Units 1 and 2 and Dolet Hills Unit 1. All three of these units have
received AQD permits. Teche Unit 3 received a permit in 1973 when the
unit was modified to burn low-sulfur fuel oil. Emissions from the
Company's other units are regulated by Emission Inventory
Questionnaires (EIQs), or compliance schedules, which are submitted to
the AQD.
Title IV of the federal Clean Air Act Amendments of 1990 (the Act)
established a regulatory program to address the effects of acid rain.
The Act imposes restrictions on sulfur-dioxide (SO2) emissions from
certain utility units. It essentially requires that each ton of SO2
emissions must be authorized by the utility's possession of an SO2
allowance. The EPA is required to allocate a set number of allowances
to each affected unit. The initial allowance allocation was published
in the FEDERAL REGISTER on March 23, 1993. Because the allowances
allocated to Rodemacher Unit 2 did not reflect an adjustment that had
been previously requested, the Company filed a petition for judicial
review of the rule on May 21, 1993 in the United States Court of
Appeals for the District of Columbia Circuit. The Company's petition
has been consolidated with petitions filed by other parties and the
litigation is still
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in the preliminary procedural stage. If the additional allowances
requested from the EPA are not ultimately allocated to Rodemacher Unit
2, that unit may have to procure additional allowances through purchase or
transfer from other Company units. At this time, the Company does not expect
either of these options to involve a significant increase in the Company's five
year construction plan.
The allowance requirement may prove to be a critical factor in the
construction of any new solid-fuel units since the EPA will not
allocate allowances to new units. A utility will be required to
offset all SO2 emissions from any new unit by utilizing excess
allowances it may have from its other units, or by reducing SO2
emissions from those units. A utility may also purchase SO2
allowances through an allowance trading system. Compliance with this
requirement of the Act will therefore make the construction of new
solid-fuel units more costly.
The Company's two existing solid-fuel generating units,
Rodemacher Unit 2 and Dolet Hills Unit 1, either burn low-sulfur coal
or utilize pollution control equipment to reduce sulfur emissions.
Phase I of Title IV of the Act, which becomes effective in 1995, will
not require the Company to reduce sulfur emissions at either of these
two generating units. The Company also does not expect that the
limits on SO2 emissions required by Phase II of the Act, effective in
the year 2000, will significantly affect the way the Company's
existing generating units are operated.
Title V of the Act requires certain utility and industrial
facilities to obtain operating permits. States are required to
develop operating permit programs as part of their State
Implementation Plans. In November 1993 the LDEQ promulgated new
regulations to comply with the requirements of Title V that have been
submitted to the EPA for review. EPA approval is expected in 1994 and
permit applications must then be submitted in 1995. The operating
permits will contain all acid rain permit requirements as well as
requirements of existing state and federal air programs. Title V
allows states to collect fees up to $25 per ton of regulated emissions
to support their operating permit programs. Fee assessments on the
Company's affected units have already increased because of this
provision. The LDEQ currently charges $7 per ton and that amount is
expected to increase.
Title III of the Act addresses the effects of hazardous air
pollutants. Under this provision, a three-year study of utility air
emissions will be undertaken. If the results of this study indicate
that it is appropriate and necessary to regulate utility emissions as
hazardous emissions, the EPA will be authorized to regulate these
emissions. The EPA study has not been completed.
11
<PAGE>
Water Quality
The Company has received from the EPA all National Pollutant
Discharge Elimination System (NPDES) permits required under the Clean
Water Act for discharges from its four generating stations. NPDES
permits have fixed dates of expiration, and the Company has applied
for renewal of these permits within the applicable time periods. The
Water Pollution Control Division of the LDEQ requires facilities which
discharge wastewater into Louisiana waters to be permitted under the
Louisiana Water Discharge Permit System (LWDPS). The Company has
applied for and received LWDPS permits for its four generating
stations.
The most recently issued NPDES permit for Dolet Hills Unit 1
contained an Administrative Order requiring biomonitoring of the
discharge from the impoundment associated with the Fly Ash/Scrubber
Sludge Landfill. The Order requires four biomonitoring tests to be
performed on a quarterly basis. The four quarterly discharges tested
to date have failed all or part of the biomonitoring test criteria
which has triggered three additional tests to be performed over the
next twelve months. Failure of any one of the three additional tests
will require submittal to the EPA of a plan describing options for
reducing certain constituents in the discharge. None of the options,
if implemented, would affect the operation of the unit, or involve a
significant increase in the Company's five year construction plan.
Solid Waste Disposal
The Solid Waste Division of the LDEQ has adopted regulations and a
permitting system for the management and disposal of solid waste
generated by electric utilities. The Company has received all
required permits from the Solid Waste Division for the on-site
disposal of solid waste generated at its generating stations.
In 1993 the LDEQ promulgated extensive revisions to rules
regulating the disposal of solid wastes. The revised rules required
modification documents to be submitted by February 1, 1994 for all
disposal facilities which have previously received permits. The
Company has submitted modification documents for all of its currently
permitted solid waste disposal facilities. The Company has requested
an exemption from parts of the revised rules for the Dolet Hills
landfill facility. The Company is gathering data to demonstrate that
the landfill as it operates under its current permit provides
sufficient protection of the environment. If the exemption is not
granted by the LDEQ, the total cost of constructing new cells at the
Dolet Hills landfill facility is expected to increase by an amount
ranging from $360,000 to $900,000 per year.
12
<PAGE>
Hazardous Waste Generation
The Company produces certain wastes at its four generating stations
and at other locations which are classified as hazardous. The
Hazardous Waste Division of the LDEQ regulates these wastes and has
issued identification numbers to the sites where such wastes are
produced. The Company does not treat, store or dispose of these
wastes on site; therefore, no permits are required. All hazardous
wastes produced by the Company are disposed of at federally permitted
hazardous waste disposal sites.
PCB Disposal
In 1986 the Company was named a Potentially Responsible Party (PRP)
by the EPA under the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980 (CERCLA) for its involvement
at the Rose Chemicals (Rose) disposal site in Holden, Missouri. The
Company had contracted with Rose for disposal of polychlorinated
biphenyl (PCB) materials at the site from 1983 through 1986. In
naming the Company a PRP, the EPA advised that Rose was no longer
authorized to process PCBs for disposal and that the Company, as one
of the generators of the materials previously sent to the site, was
potentially responsible for the removal and disposal of PCBs remaining
at the site pursuant to CERCLA. Under CERCLA, the Company could be
held jointly and severally liable for the cost of cleaning up the
site. In September 1992, the EPA issued a unilateral Administrative
Order under Section 106 of CERCLA requiring the cleanup of
contamination at the site. The Company, along with other PRPs, has
entered into two Administrative Orders on Consent with Region VII of
the EPA for the removal of certain PCB materials from the site. These
materials have now been removed and disposed of at federally permitted
PCB disposal facilities. The Company has contributed $337,000 to the
cleanup of this site and does not presently anticipate any requirement
to make additional contributions.
The Company has complied with the statutory requirements
established by the EPA for the general removal from service and
disposal of certain equipment containing PCBs. The EPA has authorized
the continued use of such equipment in locations where its use does
not pose an exposure risk, and the Company uses such equipment only in
restricted or remote areas. In 1993 the Company spent $242,000 on the
disposal of PCB materials used in its system.
OTHER ISSUES
The electric utility industry is concerned about other environ-
mental issues, such as global warming and the effects of electric and
magnetic fields. The Company is participating in research of these
issues through its membership in an industry association. At this
time, the Company does not know what effect, if any, these other
environmental concerns may have on its financial condition or
operations.
13
<PAGE>
CONSTRUCTION AND FINANCING
For information on the Company's construction program and
financing related matters, see "Financial Condition" under "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" on pages 16 and 17 of the 1993 Annual Report to
Shareholders, which information is filed as Exhibit 13 to this report
and incorporated into Part II herein by reference.
ITEM 2. PROPERTIES
All of the Company's electric generating stations and all other
operating properties are located in the State of Louisiana. The
Company considers all of its properties to be well maintained, in good
operating condition and suitable for their intended purposes.
ELECTRIC GENERATING STATIONS
As of December 31, 1993, the Company either owned or had an
ownership interest in four steam electric generating stations with a
combined electric generating capacity of 1,686,000 kilowatts. For
additional information regarding the Company's generating facilities,
see "Power Generation" under the caption "Electric Operations" in
Item 1.
SUBSTATIONS
As of December 31, 1993, the Company owned 77 transmission and 306
distribution substations.
ELECTRIC LINES
On December 31, 1993 the Company's transmission system consisted of
approximately 67 circuit miles of 500 kilovolt (kV) lines; 450 circuit
miles of 230 Kv lines; 646 circuit miles of 138 Kv lines; and 15
circuit miles of 69 Kv lines. The Company's distribution system
consisted of approximately 1,950 circuit miles of 34.5 kV lines and
9,962 circuit miles of other lines.
GENERAL PROPERTIES
The Company owns various properties which include a seven-story
headquarters office building, division offices, a central warehouse,
service centers, telecommunications equipment and other facilities
owned for general purposes.
TITLE
The Company's electric generating plants and certain other
principal properties are owned in fee. Electric transmission and
distribution lines are located either on private rights-of-way or
along streets or highways by public consent.
14
<PAGE>
Substantially all of the Company's property, plant and equipment
is subject to liens securing obligations of the Company under an
Indenture of Mortgage, none of which impairs the use of such
properties in the operation of its business.
ITEM 3. LEGAL PROCEEDINGS
The Company is not aware of any legal proceeding to which it is a
party which would have a material adverse effect on its financial
condition or competitive position. For a discussion of various legal
proceedings or regulatory matters involving the Company, see
"Regulatory and Environmental Matters" in Item 1.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
15
<PAGE>
EXECUTIVE OFFICERS OF THE REGISTRANT
The names of the executive officers of the Company, their positions
held, five-year employment history, ages and years of service as of
December 31, 1993 are presented below. Executive officers are
appointed annually to serve for the ensuing year or until their
successors have been appointed.
CURRENT POSITION
AND FIVE-YEAR
NAME OF EXECUTIVE OFFICER EMPLOYMENT HISTORY
Gregory L. Nesbitt........ President and Chief Executive Officer
since April 1993; President and Chief
Operating Officer from April 1992 to
April 1993; Executive Vice President and
Chief Operating Officer from July 1991
to April 1992; Executive Vice President
from January 1988 to July 1991. (Age
55; 13 years of service)
Robert L. Duncan.......... Vice President-Customer Operations since
July 1984. (Age 51; 28 years of
service)
David M. Eppler........... Vice President-Finance since October
1993; Vice President and Treasurer from
July 1987 to October 1993. (Age 43; 12
years of service)
Leonard G. Fontenot....... Vice President-Power Supply and Energy
Transmission since April 1986. (Age 56;
31 years of service)
Catherine C. Scheffler.... Vice President-Human Resources since
October 1993; General Manager-Human
Resources from August 1993 to October
1993; Administrator-Compensation from
May 1991 to August 1993; Vice President
at Rapides Bank and Trust Company from
December 1987 to April 1991. (Age 38; 2
years of service)
David K. Warner........... Vice President-Administrative Services
since April 1988. (Age 43; 13 years of
service)
John L. Baltes, Jr........ Controller since April 1989; Manager-
Accounting Services from June 1988 to
April 1989. (Age 47; 12 years of
service)
16
<PAGE>
Michael P. Prudhomme...... Secretary-Treasurer since January 1994;
Secretary from October 1993 to January
1994; Vice President-Customer Services
from May 1985 to October 1993. (Age 50;
24 years of service)
John E. Carroll........... Assistant Secretary since October 1993;
Administrator-Benefits from February
1991 to October 1993; Supervisor-
Compensation from October 1987 to
February 1991. (Age 34; 9 years of
service)
17
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The Company's common stock is listed for trading on the New York
Stock Exchange (NYSE) and the Pacific Stock Exchange. The following
table sets forth high and low sales prices for the Company's
common stock as reported on the NYSE Composite Transactions Tape
and dividends paid per share during each calendar quarter of 1993 and
1992.
<TABLE>
<CAPTION>
1993 1992*
SALES PRICE SALES PRICE
HIGH LOW DIVIDENDS HIGH LOW DIVIDENDS
<S> <C> <C> <C> <C> <C> <C>
First Quarter $25-3/8 $23-1/2 $.345 $24-15/16 $22-3/4 $.335
Second Quarter $26-3/4 $24-3/4 $.355 $26-1/4 $23-1/8 $.345
Third Quarter $27-1/8 $25-1/4 $.355 $25-5/8 $23-3/8 $.345
Fourth Quarter $27 $23 $.355 $24-3/4 $23 $.345
* All prior-period amounts have been adjusted to reflect a two-for-one
stock split effective in May 1992.
</TABLE>
Subject to the prior rights of the holders of the respective
series of the Company's preferred stock, such dividends as
determined by the Board of Directors of the Company may be
declared and paid on the common stock from time to time out of
funds legally available therefor. The provisions of the Company's
charter applicable to preferred stock and certain provisions contained
in the debt instruments of the Company under certain
circumstances restrict the amount of retained earnings available
for the payment of dividends by the Company. The most restrictive
covenant requires that common shareholders' equity be not less than
30% of total capitalization, including short-term debt. At
December 31, 1993 approximately $129,000,000 of retained earnings
was not restricted. On January 21, 1994 the Board of Directors of
the Company declared a quarterly dividend of $.355 per share which
was paid on February 15, 1994, to common shareholders of record on
January 31, 1994. The Company currently expects that dividends of a
comparable amount on its common stock will continue to be paid in the
future.
As of February 22, 1994 there were 12,992 holders of record of the
Company's common stock, and the closing price of the Company's common
stock as reported on the NYSE Composite Transactions Tape was $22.25
per share.
18
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth certain selected financial data for
the respective periods presented and should be read in conjunction
with the Consolidated Financial Statements and the related Notes
thereto set forth on pages 20 through 33 in the 1993 Annual Report
to Shareholders, which information is filed as Exhibit 13 to this
report and incorporated into Item 8 herein by reference.
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
1993 1992 1991 1990 1989
<S> <C> <C> <C> <C> <C>
FINANCIAL DATA (IN THOUSANDS, EXCEPT
PER SHARE AMOUNTS AND RATIOS)
Statement of Income Data
Operating revenues $382,433 $351,613 $343,350 $341,188 $324,109
Net income $41,812 $45,239 $44,929 $42,544 $41,548
Net income applicable
to common stock $39,827 $43,010 $42,957 $41,663 $39,884
Net income per common share (1) $1.78 $1.93 $1.92 $1.85 $1.77
Cash dividends paid per
common share (1) $1.410 $1.370 $1.325 $1.265 $1.205
Ratio of earnings to
fixed charges 3.30x 3.16x 2.99x 2.84x 2.72x
Ratio of earnings to
combined fixed charges and
preferred stock dividends 2.96x 2.83x 2.73x 2.73x 2.54x
Balance Sheet Data
(at end of period)
Total assets $1,161,635 $978,220 $973,472 $920,999 $921,010
Long-term obligations and
redeemable preferred stock $358,329 $318,214 $400,605 $328,526 $270,186
OPERATING STATISTICS
Electric sales - regular system
customers (million KWH)
Residential 2,470 2,353 2,313 2,225 2,158
Commercial 1,109 1,062 1,043 997 968
Industrial 2,005 1,972 1,928 1,971 1,876
Other retail 463 477 464 434 412
Sales for resale (2) 175 146 141 216 260
Total sales to regular customers 6,222 6,010 5,889 5,843 5,674
Short-term energy sales to other
utilities (million KWH) (2) 266 88 121 86 64
Total electric sales 6,488 6,098 6,010 5,929 5,738
System peak (thousand kilowatts) 1,346 1,308 1,233 1,218 1,148
Electric customers (3) 212,559 213,941 211,332 201,763 199,466
(1) All prior-period per share amounts have been restated to reflect a
two-for-one stock split effective in May 1992.
(2) Sales to the City of Alexandria have been reclassified from Short-
term energy sales to other utilities to Sales for resale.
(3) Beginning in 1993 the method of counting customers was revised due
to the implementation of a new customer information system.
</TABLE>
19
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The information set forth on pages 14 through 18 under the caption
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" in the Company's Annual Report to Shareholders
for the year ended December 31, 1993, furnished to the Securities and
Exchange Commission pursuant to Rule 14a - 3(b) under the Securities
Exchange Act of 1934 (1993 Annual Report to Shareholders), is
incorporated herein by reference; such information is filed as Exhibit
13 to this report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information set forth on pages 20 through 33 in the 1993 Annual
Report to Shareholders is incorporated herein by reference; such
information is filed as Exhibit 13 to this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information set forth under the subcaption "Directors" under the
caption "Election of Directors" in the Company's definitive Proxy
Statement dated March 9, 1994, filed with the Securities and Exchange
Commission pursuant to Regulation 14A under the Securities Exchange
Act of 1934 (1994 Proxy Statement), is incorporated herein by
reference. See also "Executive Officers of the Registrant" on pages 16
and 17 of this report.
ITEM 11. EXECUTIVE COMPENSATION
The information set forth under the subcaption "Organization and
Compensation of the Board of Directors" under the caption "Election of
Directors" and under the caption "Executive Compensation" in the 1994
Proxy Statement (excluding the information required by paragraphs (i),
(k) and (l) of Item 402 of Regulation S-K) is incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information set forth under the caption "Security Ownership of
Directors and Management" and under the caption "Security Ownership of
Certain Beneficial Owners" in the 1994 Proxy Statement is incorporated
herein by reference.
20
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information set forth under the subcaption "Compensation
Committee Interlocks and Insider Participation" under the caption
"Election of Directors" in the 1994 Proxy Statement is incorporated
herein by reference.
21
Page>
<TABLE>
<CAPTION>
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
Reference (Page)
1993 Annual
Form 10-K Report to
Annual Report Shareholders
<S> <C> <C>
14(a)(1) Financial Statements and Supplementary Data
on pages 20 through 33 in the Company's 1993
Annual Report to Shareholders are filed as
Exhibit 13 to this report and are incorporated
herein by reference.
Consolidated Statements of Income for the years ended
December 31, 1993, 1992 and 1991 20
Consolidated Balance Sheets at December 31, 1993 and 1992 21
Consolidated Statements of Cash Flows for the years ended
December 31, 1993, 1992, and 1991 22
Consolidated Statements of Changes in Common Shareholders'
Equity for the years ended December 31, 1993, 1992 and 1991 23
Notes to Consolidated Financial Statements 24
Report of Independent Accountants 33
14(a)(2) Financial Statement Schedules
Report of Independent Accountants 30
Schedule V - Property, Plant and Equipment 31
Schedule VI - Accumulated Depreciation of Property,
Plant and Equipment 34
Schedule VIII - Valuation and Qualifying Accounts 36
Schedule IX - Short-Term Borrowings 38
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.
</TABLE>
22
<PAGE>
14(a)(3) List of Exhibits
The Exhibits designated by an asterisk are filed herewith. The
Exhibits not so designated have been previously filed with the
Securities and Exchange Commission, 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.
<TABLE>
<CAPTION> SEC FILE OR REGISTRATION
REGISTRATION STATEMENT EXHIBIT
EXHIBITS NUMBER OR REPORT NUMBER
<S> <C> <C> <C>
3(a) Restated Articles of Incorporation of the 1-5663 10-Q(3/92) 3
Company dated as of July 24, 1989,
as amended through April 24, 1992
3(b) Amended and Restated Bylaws of the 1-5663 8-K(2/91) 3(a)
Company, as amended to January 25, 1991
4(a)(1) Indenture of Mortgage dated as of July 1, 2-27284 S-1(10/17/67) 4(b)(1)
1950, between the Company and First
National Bank of New Orleans, as Trustee
4(a)(2) First Supplemental Indenture dated as 2-27284 S-1(10/17/67) 4(b)(2)
of October 1, 1951, to Exhibit 4(a)(1)
4(a)(3) Second Supplemental Indenture dated as 2-27284 S-1(10/17/67) 4(b)(3)
of June 1, 1952, to Exhibit 4(a)(1)
4(a)(4) Third Supplemental Indenture dated as 2-27284 S-1(10/17/67) 4(b)(4)
of January 1, 1954, to Exhibit 4(a)(1)
4(a)(5) Fourth Supplemental Indenture dated as 2-27284 S-1(10/17/67) 4(b)(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 2-32069 S-9(4/7/69) 2(m)
as of April 1, 1969, to Exhibit 4(a)(1)
*4(a)(8) Eighteenth Supplemental Indenture dated as
of December 1, 1982, to Exhibit 4(a)(1)
*4(a)(9) Nineteenth Supplemental Indenture dated as
of January 1, 1983, to Exhibit 4(a)(1)
4(a)(10) Twentieth Supplemental Indenture dated as 1-5663 8-K(9/83) 4(a)(21)
of September 1, 1983, to Exhibit 4(a)(1)
4(a)(11) Twenty-First Supplemental Indenture dated as 1-5663 10-Q(6/84) 4(a)(22)
of July 1, 1984, to Exhibit 4(a)(1)
4(a)(12) Twenty-Third Supplemental Indenture dated as 1-5663 8-K(4/85) 4(a)(24)
of April 15, 1985, to Exhibit 4(a)(1)
4(a)(13) Twenty-Fourth Supplemental Indenture dated as 1-5663 8-K(2/86) 4(a)(25)
of February 15, 1986, to Exhibit 4(a)(1)
4(a)(14) Twenty-Fifth Supplemental Indenture dated as 1-5663 8-K(4/86) 4(a)(26)
of April 15, 1986, to Exhibit 4(a)(1)
23
<PAGE>
4(a)(15) 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(a)(16) Twenty-Seventh Supplemental Indenture dated as 1-5663 8-K(7/91) (a)(28)
of July 15, 1991, to Exhibit 4(a)(1)
4(b)(1) Indenture dated December 29, 1948, between 2-27284 S-1(10/17/67) 4(f)(1)
Louisiana Rural Electric Corporation (LREC)
and Fidelity National Bank of Baton Rouge,
as Trustee
4(b)(2) Supplemental Indenture dated August 25, 1949, 2-27284 S-1(10/17/67) 4(f)(2)
to Exhibit 4(b)(1)
4(b)(3) Supplemental Indenture dated July 13, 1951, to 2-27284 S-1(10/17/67) 4(f)(3)
Exhibit 4(b)(1)
4(b)(4) Supplemental Indenture dated July 11, 1958, to 1-5663 10-K(1986) 4(b)(4)
Exhibit 4(b)(1)
4(b)(5) Supplemental Indenture dated September 26, 1961, 2-27284 S-1(10/17/67) 4(f)(4)
to Exhibit 4(b)(1)
4(b)(6) Assumption Agreement dated July 25, 1978, 1-5663 10-K(1988) 4(b)(6)
between the Company and the United States of
America, relating to Exhibit 4(b)(1)
4(b)(7) Sale and Assumption of Mortgages dated August 1, 1-5663 10-K(1988) 4(b)(7)
1978, between the Company and LREC, relating to
Exhibit 4(b)(1)
4(c) Agreement dated October 2, 1980, between the 1-5663 10-K(1990) 4(g)
Company and the City of Franklin, Louisiana
4(d) 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(e) Trust Indenture (The Industrial Development 1-5663 10-K(1991) 4(i)
Board of the Parish of Rapides, Inc.
(Louisiana) Adjustable Tender Pollution
Control Revenue Refunding Bonds, Series 1991)
dated as of May 1, 1991, between The Industrial
Development Board of the Parish of Rapides, Inc.
and First National Bank of Commerce
4(f) Refunding Agreement (The Industrial 1-5663 10-Q(6/91) 10(a)
Development Board of the Parish of Rapides,
Inc. (Louisiana) Adjustable Tender Pollution
Control Revenue Refunding Bonds, Series
1991) dated as of May 1, 1991, between the
Company and The Industrial Development
Board of the Parish of Rapides, Inc.
24
<PAGE>
4(g) Trust Indenture (Parish of DeSoto, State of 1-5663 10-K(1991) 4(k)
Louisiana Adjustable Tender Pollution Control
Revenue Refunding Bonds, Series 1991A)
dated as of May 1, 1991, between Parish of
DeSoto, State of Louisiana and First
National Bank of Commerce
4(h) Refunding Agreement (Parish of DeSoto, 1-5663 10-Q(6/91) 10(b)
State of Louisiana Adjustable Tender Pollution
Control Revenue Refunding Bonds, Series
1991A) dated as of May 1, 1991, between
the Parish of DeSoto, State of Louisiana
and the Company
4(i) Trust Indenture (Parish of DeSoto, State of 1-5663 10-K(1991) 4(m)
Louisiana Adjustable Tender Pollution
Control Revenue Refunding Bonds, Series 1991B)
dated as of May 1, 1991, between Parish of
DeSoto, State of Louisiana and First National
Bank of Commerce
4(j) Refunding Agreement (Parish of DeSoto, 1-5663 10-Q(6/91) 10(c)
State of Louisiana Adjustable Tender Pollution
Control Revenue Refunding Bonds, Series
1991B) dated as of May 1, 1991, between
the Parish of DeSoto, State of Louisiana
and the Company
4(k) $100,000,000 Credit Agreement dated as of 1-5663 10-K(1992) 4(k)
April 30, 1992, among the Company, certain
Banks parties thereto, and Citibank, N.A.,
as Agent
**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) Amended Description of Incentive Compensation 1-5663 10-K(1985) 10(k)
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) Supplemental Executive Retirement Plan 1-5663 10-K(1992) 10(o)(2)
Participation Agreement
**10(f) Executive Severance Agreement between the 1-5663 10-K(1992) 10(p)
Company and Gregory L. Nesbitt
25
<PAGE>
**10(g) Executive Severance Agreement between the 1-5663 10-K(1992) 10(r)
Company and Robert L. Duncan
**10(h) Executive Severance Agreement between the 1-5663 10-K(1992) 10(t)
Company and David M. Eppler
**10(i) Executive Severance Agreement between the 1-5663 10-K(1992) 10(u)
Company and Leonard G. Fontenot
**10(j) Executive Severance Agreement between the 1-5663 10-K(1992) 10(w)
Company and Michael P. Prudhomme
**10(k) Executive Severance Agreement between the 1-5663 10-K(1992) 10(x)
Company and David K. Warner
**10(l) Executive Severance Agreement between the 1-5663 10-K(1992) 10(y)
Company and John L. Baltes, Jr.
**10(m) Agreement between the Company and 1-5663 10-K(1992) 10(z)
Scott O. Brame in connection with payment
of bonus for 1992
10(n)(1) Receivables Purchase Agreement, dated 1-5663 10-Q(3/90) 10(x)(1)
as of April 9, 1990, among the
Company, Corporate Asset Funding
Company, Inc. and Citicorp North America, Inc.
10(n)(2) Receivables Purchase Agreement, dated 1-5663 10-Q(3/90) 10(x)(2)
as of April 9, 1990, among the Company,
Citicorp, N.A. and Citicorp
North America, Inc.
10(o)(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, relating to Exhibit 4(f)
10(o)(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 4(f)
10(o)(3) Assignment and Assumption Agreement dated as of 1-5663 10-K(1991) 10(y)(3)
July 3, 1991, among The Bank of New York, Rapides
Bank and Trust Company in Alexandria, relating
to Exhibit 4(f)
26
<PAGE>
10(o)(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
10(p) Reimbursement Agreement (The Industrial 1-5663 10-Q(6/91) 4(a)
Development Board of the Parish of Rapides,
Inc. (Louisiana) Adjustable Tender Pollution
Control Revenue Refunding Bonds, Series
1991) dated as of May 29, 1991, among the
Company, various financial institutions,
Swiss Bank Corporation and The First
National Bank of Chicago
10(p)(1) Remarketing Agreement (The Industrial Development 1-5663 10-K(1991) 10(z)(1)
Board of the Parish of Rapides, Inc. (Louisiana)
Adjustable Tender Pollution Control Revenue
Refunding Bonds, Series 1991) dated as of
May 1, 1991, between the Company and Smith Barney,
Harris Upham & Co. Incorporated
10(p)(2) Tender Agreement (The Industrial Development Board 1-5663 10-K(1991) 10(z)(2)
of the Parish of Rapides, Inc. (Louisiana)
Adjustable Tender Pollution Control Revenue
Refunding Bonds, Series 1991) dated as of
May 1, 1991, among First National Bank of Commerce,
as Trustee, the Company, The First National
Bank of Chicago, as Tender Agent and Registrar,
Smith Barney, Harris Upham & Co. Incorporated,
as Remarketing Agent, and Swiss Bank Corporation,
as Bank
10(q) Reimbursement Agreement (Parish of DeSoto, 1-5663 10-Q(6/91) 4(b)
State of Louisiana Adjustable Tender Pollution
Control Revenue Refunding Bonds, Series
1991A) dated as of May 29, 1991, among the
Company, various financial institutions,
Swiss Bank Corporation and The First
National Bank of Chicago
27
<PAGE>
*10(q)(1) Remarketing Agreement (Parish of DeSoto, State of 1-5663
Louisiana Adjustable Tender Pollution Control
Revenue Refunding Bonds, Series 1991A) dated as
of October 12, 1993, between the Company and
PaineWebber Incorporated
10(q)(2) Tender Agreement (Parish of DeSoto, State of 1-5663 10-K(1991) 10(aa)(2)
Louisiana Adjustable Tender Pollution Control
Revenue Refunding Bonds, Series 1991A) dated as
of May 1, 1991, among First National Bank of
Commerce, as Trustee, the Company, The
First National Bank of Chicago, as Tender Agent
and Registrar, Smith Barney, Harris Upham &
Co. Incorporated, as Remarketing Agent, and
Swiss Bank Corporation, as Bank
10(r) Reimbursement Agreement (Parish of DeSoto, 1-5663 10-Q(6/91) 4(c)
State of Louisiana Adjustable Tender
Pollution Control Revenue Refunding Bonds,
Series 1991B) dated as of May 29, 1991,
among the Company, various financial
institutions, Swiss Bank Corporation and
The First National Bank of Chicago
10(r)(1) Remarketing Agreement (Parish of DeSoto, State of 1-5663 10-K(1991) 10(bb)(1)
Louisiana Adjustable Tender Pollution Control
Revenue Refunding Bonds, Series 1991B) dated as
of May 1, 1991, between the Company and Smith
Barney, Harris Upham & Co. Incorporated
10(r)(2) Tender Agreement (Parish of DeSoto, State of 1-5663 10-K(1991) 10(bb)(2)
Louisiana Adjustable Tender Pollution Control
Revenue Refunding Bonds, Series 1991B) dated as of
May 1, 1991, among First National Bank of Commerce,
as Trustee, the Company, The First National
Bank of Chicago, as Tender Agent and Registrar,
Smith Barney, Harris Upham & Co. Incorporated,
as Remarketing Agent, and Swiss Bank Corporation,
as Bank
10(s) Selling Agency Agreement between the Company 1-5663 8-K(2/92) 1
and Salomon Brothers Inc., The First Boston
Corporation and Smith Barney, Harris Upham &
Co. Incorporated dated as of February 27, 1992
28
<PAGE>
10(t) 401(k) Savings and Investment Plan ESOP 1-5663 10-Q(3/91) 4(a)
Trust Agreement dated as of April 2, 1991,
between State Street Bank and Trust
Company and the Company
*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 Supplementary Data and
Report of Independent Accountants
*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, 1993
14(b) Reports on Form 8-K
The Company filed a Report on Form 8-K dated as of February 22,
1994 to announce its interest in purchasing Teche Electric
Cooperative, Inc. For more information see "Recent Developments"
under "Regulatory and Environmental Matters" in Item 1.
29
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders
of Central Louisiana Electric Company, Inc.:
Our report on the consolidated financial statements of Central
Louisiana Electric Company, Inc. has been incorporated by reference in
this Form 10-K from page 33 of the 1993 Annual Report to Shareholders
of Central Louisiana Electric Company, Inc. In connection with our
audits of such financial statements, we have also audited the related
financial statement schedules listed in Item 14(a)(2) on page 22 of
this Form 10-K.
In our opinion, the financial statement schedules referred to above,
when considered in relation to the basic financial statements taken as
a whole, present fairly, in all material respects, the information
required to be included therein.
COOPERS & LYBRAND
New Orleans, Louisiana
January 21, 1994
30
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT(1)
FOR THE YEAR ENDED DECEMBER 31, 1993
(In thousands)
Col. A Col. B Col. C Col. D Col. E Col. F
Other
Balance at Changes Balance at
Beginning Additions Add End
Classification of Period at Cost Retirements (Deduct) of Period
<S> <C> <C> <C> <C> <C>
Property, plant and equipment,
including intangibles:
Electric plant in service:
Organization $ 7 $ 7
Franchises and consents 2,125 2,125
Production 492,677 $ 5,044 $ 1,696 $ 137 496,162
Transmission 227,156 32,300 1,119 (174) 258,163
Distribution 392,302 26,021 8,406 (144) 409,773
General 50,087 11,842 943 9 60,995
Other (3) 13,786 13,786
Acquisition adjustment 133 3 136
Total electric plant
in service 1,178,273 $75,207(4) $12,164 $ (169) 1,241,147
Construction work in progress 57,342 $53,269(2) $(76,969)(4) 33,642
Total electric plant $1,235,615 $1,274,789
(1) The provision for depreciation is computed using the
straight-line method at rates approved by the LPSC which
will amortize the unrecovered cost of depreciable property
over its estimated useful life. The average annual
composite rate for the depreciation of electric plant used
by the Company in 1993 was 3.11%.
(2) Additions to property, plant and equipment initially consist
of construction work in progress expenditures which are
reclassified to the appropriate functional categories upon
completion.
(3) Includes lignite related fee land, lease acquisitions and
associated costs.
(4) Includes the reclassification of construction work in
progress expenditures to the appropriate functional
categories upon completion.
</Page>
31
<PAGE>
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT(1)
FOR THE YEAR ENDED DECEMBER 31, 1992
(In thousands)
Col. A Col. B Col. C Col. D Col. E Col. F
Other
Balance at Changes Balance at
Beginning Additions Add End
Classification of Period at Cost Retirements (Deduct) of Period
<S> <C> <C> <C> <C> <C>
Property, plant and equipment,
including intangibles:
Electric plant in service:
Organization $ 7 $ 7
Franchises and consents 2,125 2,125
Production 496,157 $ 1,028 $ 190 $(4,318) 492,677
Transmission 220,332 5,548 334 1,610 227,156
Distribution 371,472 24,293 2,658 (805) 392,302
General 48,157 2,298 126 (242) 50,087
Other (4) 13,736 50 13,786
Acquisition adjustment 136 (3) 133
Total electric plant
in service 1,152,122 $33,217(5) $3,308 $(3,758)(3) 1,178,273
Construction work in progress 26,134 $64,425(2) $(33,217)(5) 57,342
Total electric plant $1,178,256 $1,235,615
(1) The provision for depreciation is computed using the
straight-line method at rates approved by the LPSC which
will amortize the unrecovered cost of depreciable property
over its estimated useful life. The average annual
composite rate for the depreciation of electric plant used
by the Company in 1992 was 3.13%.
(2) Additions to property, plant and equipment initially consist
of construction work in progress expenditures which are
reclassified to the appropriate functional categories upon
completion.
(3) Includes the following:
Reclassification of power plant spare
parts to inventory .................... $(4,318)
Adjustment relating to City of Opelousas
equipment .............................. 788
Sale of portion of old New Iberia service
center property ........................ (228)
$(3,758)
(4) Includes lignite related fee land, lease acquisitions and
associated costs.
(5) Includes the reclassification of construction work in
progress expenditures to the appropriate functional
categories upon completion.
</TABLE>
32
<PAGE>
<TABLE>
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT(1)
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1991
(In thousands)
Col. A Col. B Col. C Col. D Col. E Col. F
Other
Balance at Changes Balance at
Beginning Additions Add End
Classification of Period at Cost Retirements (Deduct) of Period
<S> <C> <C> <C> <C> <C>
Property, plant and equipment,
including intangibles:
Electric plant:
Organization $ 7 $ 7
Franchises and consents 25 $ 2,100 2,125
Production 494,468 $ 3,183 $1,815 321 496,157
Transmission 204,465 16,533 963 297 220,332
Distribution 346,600 25,054 4,845 4,663 371,472
General 45,821 3,546 1,176 (34) 48,157
Other (4) 13,718 18 13,736
Acquisition adjustment 136 136
Total electric plant
in service 1,105,240 $48,334(5) $7,347 $ 7,347(3) 1,152,122
Construction work in progress 24,019 $50,449(2) $(48,334)(5) 26,134
Total electric plant $1,129,259 $1,178,256
(1) The provision for depreciation is computed using the
straight-line method at rates approved by the LPSC which
will amortize the unrecovered cost of depreciable
property over its estimated useful life. The average
annual composite rate for the depreciation of electric
plant used by the Company in 1991 was 3.15%.
(2) Additions to property, plant and equipment initially
consist mainly of construction expenditures which are
reclassified to the appropriate functional categories upon
completion.
(3) Includes the following:
City of Opelousas distribution system....... $4,469
Initial franchise fee to the City of
Opelousas .................................. 2,100
Purchase of distribution equipment
from LP&L .................................. 77
Adjustment for Alexandria 2nd
interconnection project .................... 332
Dolet Hills power station settlement........ 372
Adjustment for unrecovered Creole
pipeline facilities ........................ (79)
Other City of Opelousas equipment........... 79
Donation of land to the City of
Pineville .................................. (12)
Adjustment for reclassification
of voltmeters .............................. 9
$7,347
(4) Includes lignite related fee land, lease acquisitions and
associated costs.
(5) Includes the reclassification of construction work in
progress expenditures to the appropriate functional
categories upon completion.
33
<PAGE>
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
SCHEDULE VI -- ACCUMULATED DEPRECIATION
OF PROPERTY, PLANT AND EQUIPMENT
FOR THE YEAR ENDED DECEMBER 31, 1993
(IN THOUSANDS)
<CAPTION>
Col. A Col. B Col. C Col. D Col. E Col. F
ADDITIONS OTHER
BALANCE AT CHARGED TO CHANGES -- BALANCE AT
BEGINNING COSTS AND ADD END
DESCRIPTION OF PERIOD EXPENSES RETIREMENTS (DEDUCT) OF PERIOD
<S> <C> <C> <C> <C> <C>
Electric $ 355,527 $ 35,235 $ 11,779 -- $ 378,983
Transportation 1,132 22 384 -- 770
Total $ 356,659 $ 35,257 $ 12,163 -- $ 379,753
FOR THE YEAR ENDED DECEMBER 31, 1992
(IN THOUSANDS)
Col. A Col. B Col. C Col. D Col. E Col. F
ADDITIONS OTHER
BALANCE AT CHARGED TO CHANGES -- BALANCE AT
BEGINNING COSTS AND ADD END
DESCRIPTION OF PERIOD EXPENSES RETIREMENTS (DEDUCT) OF PERIOD
<S> <C> <C> <C> <C> <C>
Electric $ 326,115 $ 35,003 $ 4,844 $ (747)(1) $ 355,527
Transportation 1,105 18 (9) 1,132
Total $ 327,220 $ 35,021 $ 4,835 $ (747) $ 356,659
(1) Includes the following:
Reclassification of power plant spare
parts to inventory------------------- $ (1,333)
Sale of portion of old New Iberia
service center property-------------- (128)
Adjustment relating to City of
Opelousas equipment------------------ 714
$ (747)
34
<PAGE>
</TABLE>
<TABLE>
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
SCHEDULE VI -- ACCUMULATED DEPRECIATION AND
AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
FOR THE YEAR ENDED DECEMBER 31, 1991
(IN THOUSANDS)
<CAPTION>
Col. A Col. B Col. C Col. D Col. E Col. F
ADDITIONS OTHER
BALANCE AT CHARGED TO CHANGES -- BALANCE AT
BEGINNING COSTS AND ADD END
DESCRIPTION OF PERIOD EXPENSES RETIREMENTS (DEDUCT) OF PERIOD
<S> <C> <C> <C> <C> <C>
Electric $ 299,656 $ 34,198 $ 8,247 $ 508(1) $ 326,115
Transportation 1,391 22 308 1,105
Total $ 301,047 $ 34,220 $ 8,555 $ 508 $ 327,220
(1) Includes the following:
Write-off of obsolete materials------------- $ 320
Insurance reimbursement for
property damage--------------------------- 188
$ 508
</TABLE>
35
<PAGE>
<TABLE>
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
SCHEDULE VIII -- VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEAR ENDED DECEMBER 31, 1993
(IN THOUSANDS)
Col. A Col. B Col. C Col. D Col. E
ADDITIONS
BALANCE AT CHARGED TO BALANCE AT
BEGINNING COST AND END
DESCRIPTION OF PERIOD EXPENSES DEDUCTIONS OF PERIOD
<S> <C> <C> <C> <C>
Allowance for uncollectible accounts $ 779 $ 92 $ 334(1) $ 537(2)
(1) Uncollectible accounts written off, less recoveries.
(2) Deducted in the balance sheet.
FOR THE YEAR ENDED DECEMBER 31, 1992
(IN THOUSANDS)
Col. A Col. B Col. C Col. D Col. E
ADDITIONS
BALANCE AT CHARGED TO BALANCE AT
BEGINNING COST AND END
DESCRIPTION OF PERIOD EXPENSES DEDUCTIONS OF PERIOD
<S> <C> <C> <C> <C>
Allowance for uncollectible accounts $ 733 $ 240 $ 194(1) $ 779(2)
(1) Uncollectible accounts written off, less recoveries.
(2) Deducted in the balance sheet.
36
</TABLE>
<PAGE>
<TABLE>
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
SCHEDULE VIII -- VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEAR ENDED DECEMBER 31, 1991
(IN THOUSANDS)
<CAPTION>
Col. A Col. B Col. C Col. D Col. E
ADDITIONS
BALANCE AT CHARGED TO BALANCE AT
BEGINNING COST AND END
DESCRIPTION OF PERIOD EXPENSES DEDUCTIONS OF PERIOD
<S> <C> <C> <C> <C>
Allowance for uncollectible accounts $ 561 $ 400 $ 228(1) $ 733(2)
(1) Uncollectible accounts written off, less recoveries.
(2) Deducted in the balance sheet.
</TABLE>
37
<PAGE>
<TABLE>
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
SCHEDULE IX -- SHORT-TERM BORROWINGS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992, AND 1991
(IN THOUSANDS, EXCEPT INTEREST RATES)
<CAPTION>
Col. A Col. B Col. C Col. D Col. E Col. F
MAXIMUM AVERAGE WEIGHTED
WEIGHTED AMOUNT AMOUNT AVERAGE
BALANCE AT AVERAGE OUTSTANDING OUTSTANDING INTEREST RATE
CATEGORY OF AGGREGATE BEGINNING INTEREST DURING THE DURING THE DURING THE
SHORT-TERM BORROWINGS(1) OF PERIOD RATE PERIOD PERIOD(2) PERIOD(3)
<S> <C> <C> <C> <C> <C>
For the year ended December 31,
1993------------------------------- $ 28,373 $3.34% $ 91,200 $ 53,441 3.24%
For the year ended December 31,
1992------------------------------- $ 63,870 $3.70% $ 87,200 $ 43,427 3.66%
For the year ended December 31,
1991------------------------------- $ 25,065(4) $5.09% $ 76,500(4) $ 40,186(4) 6.44%(4)
(1) Consists of indebtedness for commercial paper and borrowings from banks
pursuant to revolving credit agreements and uncommitted lines of credit.
(2) Computed based on the average daily principal balances.
(3) Computed by dividing the actual interest paid by the average amount
outstanding during the period.
(4) Includes $25 million of commercial paper reclassified in the Company's
balance sheet as long-term debt as of December 31, 1991.
</TABLE>
38
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
(Registrant)
By /s/ GREGORY L. NESBITT
(Gregory L. Nesbitt,
President and Chief
Executive Officer)
Date: March 30, 1994
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates
indicated.
Signature Title Date
/s/ GREGORY L. NESBITT
(Gregory L. Nesbitt) President, and Chief March 30, 1994
Executive Officer
(Principal Executive
Officer)
/s/ DAVID M. EPPLER
(David M. Eppler) Vice President March 30, 1994
(Principal Financial
Officer)
/s/ JOHN L. BALTES, JR.
(John L. Baltes, Jr.) Controller (Principal March 30, 1994
Accounting Officer)
SHERIAN G. CADORIA
J. PATRICK GARRETT
F. BEN JAMES, JR.
HUGH J. KELLY
WILLIAM A. LOCKWOOD Directors*
A. DELOACH MARTIN, JR.
ROBERT T. RATCLIFF
EDWARD D. SIMMONS
ERNEST L. WILLIAMSON
*By /s/ DAVID M. EPPLER
(David M. Eppler, as
Attorney-in-Fact) March 30, 1994
39
<PAGE>
EXHIBIT 4(a)(8)
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
TO
FIRST NATIONAL BANK OF COMMERCE IN NEW ORLEANS,
as Trustee
EIGHTEENTH SUPPLEMENTAL INDENTURE
DATED AS OF DECEMBER 1, 1982
Amendment to Indenture of Mortgage
Dated as of July 1, 1950
<PAGE>
1
EIGHTEENTH SUPPLEMENTAL INDENTURE, dated as of December 1,
1982, between CENTRAL LOUISIANA ELECTRIC COMPANY, INC., a
corporation duly organized and existing under and by virtue of
the laws of the State of Louisiana (hereinafter sometimes called
the "Company"), party of the first part, and FIRST NATIONAL BANK
OF COMMERCE (formerly The National Bank of Commerce in New
Orleans), a national banking association duly organized and
existing under and by virtue of the laws of the United States of
America, as Trustee under the Indenture of Mortgage hereinafter
mentioned (hereinafter sometimes called the "Trustee"), party of
the second part.
WHEREAS, the Company has heretofore executed and delivered its
Indenture of Mortgage (hereinafter called "Original Indenture")
dated as of July 1, 1950, to the Trustee, to secure the
Company's First Mortgage Bonds, from time to time, in the manner
and subject to the conditions set forth in the Original
Indenture, and by said Original Indenture granted and conveyed
unto the Trustee, upon the trusts, uses and purposes
specifically therein set forth, certain real estate, franchises
and other property therein described, including property
acquired after the date thereof except as therein otherwise
provided; and
WHEREAS, the Original Indenture provides for the issuance of
bonds thereunder in one or more series, the form of each series
of bonds and of the coupons to be attached to the coupon bonds
to be substantially in the forms set forth therein with such
omissions, variations and insertions as are authorized or
permitted by the Original Indenture and determined and specified
by the Board of Directors of the Company; and
WHEREAS, by the Original Indenture, the Company covenanted that
it would execute and deliver such further instruments and do
such further acts as might be necessary or proper to carry out
more effectively the purposes of the Original Indenture and to
make subject to the lien thereof any property thereafter
acquired and intended to be subject to the lien thereof, and the
Company executed and delivered to the Trustee seventeen
Supplemental Indentures (which together with the Original
Indenture are herein called the "Indenture"); and
WHEREAS, all terms used herein and not otherwise defined shall
have the meaning set forth in the Indenture; and
WHEREAS, the Company deems it desirable to amend the Indenture
in certain respects; and
<PAGE>
2
WHEREAS, the execution and delivery of the amendments effected
by this Eighteenth Supplemental Indenture have been duly
authorized by the Board of Directors of the Company according to
law, and have been approved by the written consents of the
holders of in excess of 75% of the principal amount of bonds
outstanding under the Indenture at the date of execution hereof,
and all conditions and requirements necessary to make this
Eighteenth Supplemental Indenture a valid, binding and legal
instrument in accordance with its terms, for the purposes herein
expressed, and the execution and delivery hereof, in the form
and terms hereof, have been in all respects duly authorized;
NOW, THEREFORE, THIS EIGHTEENTH SUPPLEMENTAL INDENTURE
WITNESSETH: That Central Louisiana Electric Company, Inc., by
way of further assurance and in consideration of the premises
and of the acceptance by the Trustee of the trusts hereby
created and of one dollar to it duly paid by the Trustee at or
before the ensealing and delivery of these presents, the receipt
whereof is hereby acknowledged, and in order to further secure
the payment of the principal of, the premium, if any, and the
interest on all bonds at any time issued and outstanding under
the Indenture, according to their tenor and effect, and the
performance and observance by the Company of all the covenants
and conditions herein and therein contained, and of said bonds,
has executed and delivered this Eighteenth Supplemental
Indenture, and has granted, bargained, sold, aliened, remised,
released, conveyed, assigned, transferred, mortgaged,
hypothecated, effected, pledged, set over and confirmed, and by
these presents does grant, bargain, sell, alien, remise,
release, convey, assign, transfer, mortgage, hypothecate,
affect, pledge, set over and confirm, unto First National Bank
of Commerce, as Trustee, and to its successors in the trust, and
to its and their assigns forever, all the following described
properties of the Company, that is to say:
All properties, real, personal and mixed, tangible and
intangible, owned by the Company on the date of the execution
hereof or which may be hereafter acquired by it (except such
property now owned or hereafter acquired as is expressly
excepted from the lien of the Indenture by the terms thereof).
The property covered by the lien of the Indenture shall include
particularly, among other property without prejudice to the
general and particular descriptions of property contained in the
Original Indenture and in each indenture supplemental thereto,
including this Eighteenth Supplemental Indenture, or to the
generality of the language now or hereafter contained in the
Indenture, the following described property:
<PAGE>
3
I.
A. The following described real estate, together with all
improvements thereon situated in the State of Louisiana:
Parcel 1
An undivided one-half interest in the following described
property in Rapides Parish, Louisiana, to-wit:
From the North corner of Section 38, Township 5 North, Range 4
West, Rapides Parish, Louisiana, common to the former Guin,
former Wettermark, and former Stewart properties, proceed South
38 degrees 18 minutes East for 4,776.86 feet, this point being
more particularly described by the Rodemacher Plan construction
grid system as N-264,850 and E-1,932,400; then proceed North for
300 feet to the point of beginning;
Then go West for 700 feet;
Then go North for 371 feet;
Then go East for 510 feet;
Then go South for 20 feet;
Then go East for 40 feet;
Then go North for 32 feet;
Then go East for 290 feet;
Then go South for 135 feet;
Then go West for 120 feet;
Then go South for 248 feet;
Then go West for 20 feet, to the point of beginning, containing
6.5 acres, all lying within Section 82, Township 5 North, Range 3
West, Rapides Parish, State of Louisiana, all as shown on Pan
American Engineers Drawing No. 5588R dated May 16, 1977, a copy
of which is attached to
<PAGE>
4
that certain Act of Amendment executed by Central Louisiana
Electric Company, Inc. and Lafayette Public Power Authority dated
June 11 and July 25, 1979, recorded in COB 982, page 407, Entry
No. 713372, records of Rapides Parish, Louisiana.
Being a portion of the same property acquired by Central
Louisiana Electric Company, Inc., from CLECO Construction
Company, Inc. by deed dated December 8, 1982, recorded in COB
1078, page 591, Entry No. 760445, records of Rapides Parish,
Louisiana.
There is located on Parcel 1 above described an electric
generating plant.
Parcel 2
(1) The following described property in Rapides Parish, Louisiana, as
shown on Sargent & Lundy Engineers Drawing No. M-2-2 dated April
4, 1980 and Drawing No. S-207 dated July 13, 1979, a copy of each
of which is attached to that Sale Agreement recorded in COB 1015,
page 595, Entry No. 730379, records of Rapides Parish, Louisiana,
to-wit:
From the Southeast corner of the Unit 2 Site, said point
being more particularly described by the Rodemacher Plan
construction grid system as N-265,150 and E-1,320,420,
proceed West along the Southern boundary of said Unit 2 Site
to the point of intersection of said boundary with a field
drain as shown on said Drawing No. S-207, said point of
intersection being more particularly described by said grid
system as N-265,150 and E-1,932,350;
Then go West along the Southern boundary of said field drain
to a point described by said grid system as N-265,130 and
E-1,932,275;
Then go South along a line described by said grid system as
E-1,932,275 to the point of intersection of said line with
the Northern boundary of Rodemacher Unit 1 as shown on said
Drawing No. S-207, said point being more particularly
described by said grid system as N-265,090 and E-1,932,275;
Then go West along the line described by said grid system as
N-265,090 to a point described by said grid system as
N-265,090 and E-1,932,210;
<PAGE>
5
Then go North along a line described by said grid system as
E-1,932,210 to the point of intersection of said line with
the Southern boundary of the field drain shown on said
Drawing No. 2-207, said point being more particularly
described by said grid system as N-265,110 and E-1,932,210;
Then go West along said boundary of said field drain and the
oil separator shown on said Drawing No. S-207 to a point
described by said grid system as N-264,940 and E-1,931,700;
Then go West along a line described by said grid system as
N-264,940 to a point described by said grid system as
N-264,940 and E-1,931,600;
Then go North along a line described by said grid system as
E-1,931,600 to a point described by said grid system as
N-265,140 and E-1,931,600;
Then go West along a line described by said grid system as
N-265,140 to the point of intersection of said line and the
Western boundary of the road identified as Road "B" on said
Drawing No. M-2-2, said point being more particularly
described by said grid system as N-265,140 and E-1,930,930;
Then go South along with the Western boundary of said Road
"B" to a point described by said grid system as N-264,700
and E-1,930,930;
Then go West along a line described by said grid system as
N-264,700 to the point of the intersection of said line with
the shoreline of a portion of Lake Rodemacher, said point
being more particularly described by said grid system as
N-264,700 and E-1,930,170;
Then go North along the Southern boundary of the road
identified on said drawing No. M-2-2 as the "Entrance Road"
to the point of intersection of said boundary with the road
identified on said Drawing No. M-2-2 as road "F", said point
being more particularly described by said grid system as
N-268,800 and E-1,930,800;
Then go East along a line described by said grid system as
N-268,800 to the point of intersection of said line with the
Northern boundary of
<PAGE>
6
the coal railroad tracks shown on said Drawing No. M-2-2,
said point being more particularly described as N-268,800
and E-1,931,600;
Then go East along the Northern boundary of said coal
railroad tracks to the point of intersection of said
boundary with the oil storage and unloading railroad tracks
shown on said Drawing No. M-2-2, said point being more
particularly described by said grid system as N-268,800 and
E-1,933,270;
Then go East along the Northern boundary of said oil storage
and unloading railroad tracks to the point of intersection
of said boundary with the Southern loop of the coal railroad
tracks, said point being more particularly described by said
grid system as N-268,800 and E-1,933,750;
Then go South along the line described by said grid system
as E-1,933,750 to the Southern boundary of said coal
railroad tracks;
Then go West along said boundary to the point of
intersection of said boundary with a line described by said
grid system as N-267,000;
Then go East along said line to the point of intersection of
said line with the Western shoreline of a portion of Lake
Rodemacher as shown on said Drawing No. M-2-2;
Then go South along the said shoreline to the point of
intersection of said shoreline with the Northern boundary of
the bottom ash pipe bridge shown on said Drawing No. M-2-2,
a point more particularly described by said grid system as
N-265,770 and E-1,932,470;
Then go East along the Northern boundary of said bottom ash
pipe bridge to the point of intersection of said boundary
with the Eastern shoreline of a portion of Lake Rodemacher
as shown on said Drawing No. M-2-2, said point being more
particularly described by said grid system as N-265,770 and
E-1,933,230;
Then go South along said shoreline to the point of
intersection of said shoreline with the Southern boundary of
said ash pipe bridge as shown on said Drawing No. M-2-2,
said point being more particularly described by said grid
system as N-265,735 and E-1,933,230; and filed
<PAGE>
7
for record in Rapides Parish, Louisiana under Registry
No. 713372, recorded in Conveyance Book 982, Page 407,
records of Rapides Parish, Louisiana.
Then go West along the Southern boundary of the ash pipe
bridge to the point of intersection of said boundary with
the Western shoreline of a portion of Lake Rodemacher as
shown on said Drawing No. M-2-2, said point being more
particularly described by said grid system as N-265,735 and
E-1,932,470;
Then go South along said shoreline to the point of
intersection of said shoreline with the line described by
said grid system as N-265,150;
Then go West along the line described by said grid system as
N-265,150 to the point of beginning;
SAVE AND EXCEPT the following described property and improvements
thereon and the following described improvements and the property
underlying such improvements:
(i) the Unit 2 Site, identified as No. 1 said Drawing No. M-2-2;
(ii) the fuel gas line, fuel oil pipeline and cables identified
as No. 2 on said Drawing No. S-207;
(iii)the roads identified as Road "A", "B", "F" and the
"Entrance Road" and the road following the construction
railroad tracks shown on said Drawing No. M-2-2, all
identified as No. 3 thereon; and
(iv) the railroad construction track identified as No. 4 on said
Drawing No. M-2-2; and
(v) the following described property, identified as No. 5 on
said Drawing No. M-2-2:
From the point of intersection of the Northern boundary of the
oil storage and unloading railroad tracks with the Southern loop
of the coal railroad tracks, said point being more particularly
described by said grid system as N-268,800 and E-1,933,750,
proceed West along said boundary of said oil
<PAGE>
8
storage and unloading tracks to a point described by said grid
system as N-267,900 and E-1,932,250;
Then go West along a line described by said grid system as
N-267,900 to the point of intersection of said line with the
Western boundary of the road identified as Road "F" on said
Drawing No. M-2-2;
Then go South along said boundary to a point described by said
grid system as N-267,000 and E-1,193,050;
Then go East along a line described by said grid system as
N-267,000 to a point described by said grid system as N-267,000
and E-1,932,000;
Then go South on a line described by said grid system as
E-1,932,000 to the intersection of said line with the Western
boundary of the oil storage and unloading railroad tracks shown
on said drawing No. M-2-2;
Then go South along said boundary of said oil storage and
unloading tracks to a point described by said grid system as
N-266,000 and E-1,931,440;
Then go East along a line described by said grid system as
N-266,000 to the point of intersection of said line with the
Western boundary of the coal railroad track shown on said Drawing
No. M-2-2;
Then go North along said boundary of said coal railroad track to
the point of intersection of said boundary with the line
described by said grid system as E-1,933,750;
Then go North along the line described by said grid system as
E-1,933,750 to the point of beginning.
(2) The following described property in Rapides Parish, Louisiana, as
shown on Sargent & Lundy Engineers Drawing No. M-2-2 dated April
4, 1980 and Drawing No. M-2-1 dated April 4, 1980, each attached
to that Sale Agreement recorded in COB 1015, page 595, Entry No.
730379, records of Rapides Parish, Louisiana, to-wit:
From a point on the Eastern shoreline of a portion of Lake
Rodemacher as shown on said Drawing No. M-2-2, said point
being more particularly described by the Rodemacher Plant
construction grid
<PAGE>
9
system as N-265,650 and E-1,933,230, proceed East along the
line described by said grid system as N-265,650 to the point
of intersection of said line with the Eastern shoreline of
another portion of Lake Rodemacher as shown on said Drawing
No. M-2-2, said point being more particularly described by
said grid system as N-265,650 and E-1,934,220;
Then go South along said shoreline to the point of
intersection of said shoreline with a line described by said
grid systems as N-265,500;
Then go East to a point described by said grid system as
N-265,500 and E-1,934,900;
Then go South along a line described by said grid system as
E-1,934,900 to the point of intersection of said line with
the property line shown on said Drawing No. M-2-1;
Then go North along said property line as shown on said
Drawing No. M-2-1 to a point described by said grid system
as N-267,380 and E-1,935,400;
Then go West to a point described by said grid system as
N-267,650 and E-1,935,100;
Then go West along a line described by said grid system as
N-267,650 to the point of intersection of said line with the
Eastern boundary of the road running along the construction
railroad tracks, as shown on said Drawing No. M-2-2, said
point being more particularly described by said grid system
as N-267,650 and E-1,933,700;
Then go South along the Eastern boundary of said road to the
point of intersection of said boundary with the Eastern
shoreline of a portion of Rodemacher Lake, all as shown on
said Drawing No. M-2-2;
Then go South along said shoreline to the point of
beginning;
SAVE AND EXCEPT the following described improvements and the
property underlying such improvements:
<PAGE>
10
(i) the road and future spur track identified as No. 6 on said
Drawing No. M-2-2; and
(ii) the transmission lines identified as No. 7 on said Drawing
No. M-2-2 and said Drawing No. M-2-1.
Being a portion of the same property acquired by Central
Louisiana Electric Company, Inc. from CLECO Construction Company, Inc.
by deed dated December 8, 1982, recorded in COB 1078, page 591, Entry
No. 760445, records of Rapides Parish, Louisiana.
There is located on Parcel 2 above described an electric
generating station.
Parcel 3
A certain piece, parcel or lot of ground, together with all
buildings and improvements thereon, rights, ways and privileges
thereto belonging or in anywise appertaining, being, lying and
situated in Rapides Parish, Louisiana, and being more particularly
described as follows, to-wit:
Part of Lot D of the H. L. Mertens Subdivision of Lot 4 of the
Sam Allen Subdivision of part of the Southwest Quarter of Section 7,
Township 5 North, Range 1 East, as per plat thereof recorded in Plat
Book 7, page 160, records of Rapides Parish, Louisiana, and being more
particularly described as follows, to-wit:
Begin at the Northeast corner of Lot D of said Lot 4 of the
H. L. Mertens Subdivision, Rapides Parish, Louisiana, and
from said point thence proceed South a distance of 100 feet
to a point; thence run West a distance of 100 feet to a
point; thence run North 100 feet to a point; thence run a
distance of 100 feet East back to the Point of Beginning.
Said tract containing 0.23 acres more or less and more
particularly shown on a Plat of Survey by W. Pierre Lemoine
and Associates, Inc. dated August 5, 1982, annexed to the
deed of acquisition of Central Louisiana Electric Company,
Inc., as described below.
Being the same property acquired by Central Louisiana Electric
Company, Inc. from Eric L. West and Mary Bailey West by deed dated
September 14, 1982, recorded in COB 1071, page 647, Entry No. 757381,
records of Rapides Parish, Louisiana.
<PAGE>
11
There is located on Parcel 3 above described an electric substation.
Parcel 4
An undivided one-half interest in the following described
property in DeSoto Parish, Louisiana, to-wit:
(1) A certain parcel of land situated in the southwest quarter, and
the west half of the southeast quarter of Section 11, Township 12
North, Range 12 West, DeSoto Parish, Louisiana being more
particularly described as follows;
From a concrete monument at the southeast corner of Section 11,
T12N-R12W run the following State (Louisiana-North Zone) Plane
System course and distance to a "POINT OF BEGINNING";
N 89 degrees 28' 06" W along the south line of Section 11,
1978.33 feet to the SW corner of the E 1/2 of the SW 1/4 of
the SE 1/4 and the "POINT OF BEGINNING".
From said 'POINT OF BEGINNING" run along the following State
(Louisiana-North Zone) Plane System courses and distances;
N 89 degrees 28' 06" W along the south line of said Section 11,
to the south quarter corner, a concrete monument, a distance of
659.45 feet, N 89 degrees 28' 12" W continue along the south line
of Section 11, 2633.70 feet to a point on the east
right-of-way line of the Make Up Road (a parish road with a
right-of-way width of 50 feet, 25 feet each side of the
centerline), thence continue along said east right-of-way as
follows;
N 01 degrees 15' 33" W - 92.56 feet
N 02 degrees 57' 03" W - 20.14 feet
N 00 degrees 28' 07" E - 884.14 feet
N 03 degrees 47' 21" E - 228.94 feet
N 02 degrees 25' 47" E - 285.18 feet
N 00 degrees 41' 40" E - 494.86 feet
N 03 degrees 54' 08" W - 327.63 feet to a point on the west line of
Section 11.
N 0 degrees 28' 07" E - 884.14 feet
<PAGE>
12
N 0 degrees 28' 07" E along said west line 156.75 feet to the
centerline of the Naborton Cut Off road (a parish road with
a right-of-way width of 60 feet, 30 feet each side of the
centerline), thence continue along said centerline as
follows;
S 89 degrees 25' 01" E - 234.39 feet
S 88 degrees 26' 16" E - 27.45 feet
N 88 degrees 24' 01" E - 100.03 feet
N 87 degrees 37' 00" E - 99.93 feet
N 88 degrees 49' 56" E - 100.10 feet
N 88 degrees 00' 05" E - 99.96 feet
N 86 degrees 54' 42" E - 99.69 feet
N 88 degrees 12' 23" E - 100.23 feet
N 86 degrees 28' 49" E - 100.29 feet
N 87 degrees 39' 30" E - 99.99 feet
N 86 degrees 38' 33" E - 99.90 feet
N 82 degrees 29' 26" E - 299.96 feet
N 84 degrees 07' 19" E - 99.86 feet
N 82 degrees 18' 13" E - 100.07 feet
N 83 degrees 16' 45" E - 100.03 feet
N 82 degrees 34' 47" E - 77.73 feet
N 84 degrees 21' 36" E - 122.30 feet
N 85 degrees 43' 11" E - 99.98 feet
N 86 degrees 34' 59" E - 100.05 feet
N 87 degrees 51' 22" E - 100.01 feet
S 89 degrees 22' 10" E - 100.11 feet
S 86 degrees 19' 31" E - 99.91 feet
S 84 degrees 09' 12" E - 108.96 feet
S 81 degrees 48' 23" E - 81.92 feet to the west line of the SE 1/4
of Section 11,
N 0 degrees 34' 53" E along said west line 9.35 feet to the NW
corner of the SE 1/4 of Section 11, S 89 degrees 20' 08" E along the north
line 1321.47 feet to the NE corner of the NW 1/4 of the SE 1/4, S 0 degrees
38' 15" W along the east line of the NW 1/4 of the SE 1/4, 1318.39
feet to the SE corner of said quarter-quarter section,
N 89 degrees 24' 07" W along the south line of said NW 1/4 of SE
1/4 660.09 feet to the NW corner of the E 1/2 of the SW 1/4
of the SE 1/4 of Section 11, S 0 degrees 36' 34" W along the west
line of the E 1/2 of the SW 1/4 of the SE 1/4, 1319.15 feet
to the SW corner of the E 1/2 of SW 1/4 of SE 1/4 Section 11
and the "POINT OF BEGINNING".
<PAGE>
13
Containing 215.025 acres more or less.
(2) A certain parcel of land comprising the southwest quarter of the
southwest quarter of Section 12, Township 12 North, Range 12
West, DeSoto Parish, Louisiana being more particularly described
as follows;
"BEGINNING" at a concrete monument at the southwest corner of
Section 12, T12N-R12W, thence run along the following State
(Louisiana-North Zone) Plane System courses and distances as
follows;
N 0 degrees 41' 37" E along the west line of Section 12 to the NW corner
of the SW 1/4 of the SW 1/4 1316.86 feet, S 89 degrees 18' 23" E along
the north line of the SW 1/4 of the SW 1/4 1309.84 feet,
S 0 degrees 42' 39" W along the east line of the SW 1/4 of the SW 1/4 to
the south line of Section 12, 1317.47 feet, N 89 degrees 16' 48" W along
the south line 1309.45 feet to a concrete monument at the SW
corner of Section 12 and the "POINT OF BEGINNING".
Containing 39.601 acres more or less.
(3) A certain parcel of land situated in the northwest quarter, west
half of the northeast quarter, not half of the southwest quarter
and the northwest quarter of the southeast quarter of Section 14,
Township 12 North, Range 12 West, DeSoto Parish, Louisiana, being
more particularly described as follows;
From a concrete monument at the northeast corner of Section 14,
T12N-R12W run the following State (Louisiana -North Zone) Plane
System course and distance to a "POINT OF BEGINNING";
N 89 degrees 28' 06" W along the north line of Section 14, 1318.89
feet to the NE corner of the W 1/2 of the NE 1/4 and the
"POINT OF BEGINNING".
From said "POINT OF BEGINNING" run along the following State
(Louisiana-North Zone) Plane System courses and distances;
S 0 degrees 51' 01" W along the east line of the W 1/2 of the NE
1/4. 2618.64 feet,
<PAGE>
14
S 0 degrees 53' 10" W along the east line of the NW 1/4 of the SE
1/4, 1314.29 feet to the SE corner of said quarter-quarter
section,
N 88 degrees 56' 23" W along south line of said quarter-quarter
section 1319.31 feet to the SE corner of the N 1/2 of the SW
1/4 of Section 14, thence continue,
N 88 degrees 56' 23" W along the south line of said N 1/2 of the SW
1/4, 2636.22 feet to the SW corner of said N 1/2 and a
concrete monument on the west line of Section 14,
N 0 degrees 56' 16" E along the west line of Section 14, 1323.13
feet to the W 1/4 corner, thence continue along west line,
N 0 degrees 48' 05" E 388.66 feet to a point on the east
right-of-way line of the Make Up Road (a parish road with a
right-of-way width of 50 feet, 25 feet each side of the
centerline), thence continue along said east right-of-way
line as follows;
N 23 degrees 37' 39" E - 2.96 feet N 14 degrees 31' 05" E - 42.60 feet N
09 degrees 57' 08" E - 41.21 feet N 06 degrees 27' 23" E - 41.11 feet N
03 degrees 16' 01" E - 25.86 feet N 02 degrees 17' 10" E - 90.91 feet N
01 degrees 51' 46" E - 90.33 feet N 00 degrees 47' 19" E - 93.60 feet N
00 degrees 02' 51" W - 49.95 feet N 00 degrees 33' 50" E - 49.84 feet N
00 degrees 49' 41" W - 91.94 feet N 01 degrees 45' 21" W - 100.46 feet N
02 degrees 52' 19" W - 95.97 feet N 07 degrees 23' 25" W - 50.84 feet N
06 degrees 41' 21" W - 42.48 feet to the west line of Section 14 N
00 degrees 48' 05" E - 105.93 feet along west line to east right-of-way
line of the Make Up Road, thence continue along said east right-of-way
line as follows;
N 20 degrees 15' 34" E - 12.74 feet N 23 degrees 13' 10" E - 23.02 feet N
29 degrees 21' 19" E - 23.46 feet N 30 degrees 18' 49" E - 102.08 feet N
19 degrees 57' 46" E - 29.06 feet N 11 degrees 47' 21" E - 29.70 feet N
01 degrees 28' 42" W - 38.57 feet N 19 degrees 08' 51" W - 30.03 feet N
24 degrees 22' 32" W - 26.77 feet N 27 degrees 16' 05" W - 25.85 feet N
28 degrees 15' 35" W - 23.45 feet N 20 degrees 09' 16" W - 21.87 feet N
13 degrees 55' 57" W - 23.16 feet N 11 degrees 43' 16" W - 22.78 feet N
03 degrees 44' 22' W - 22.73 feet N 01 degrees 18' 38" W - 360.16 feet N
00 degrees 22' 21" E - 339.12 feet N 02 degrees 05' 25" W - 48.77 feet N
01 degrees 15' 33" W - 7.96 feet to the north line of Section 14, thence
along the north line, S 89 degrees 28' 12" E - 2633.70 feet to the north
quarter corner of Section 14, thence continue
<PAGE>
15
along north line, S 89 degrees 28' 06" E - 1318.89 feet to the NE
corner of the W 1/2 of the NE 1/4 of Section 14 and the
"POINT OF BEGINNING".
Containing 354.768 acres more or less.
(4) An undivided 7/12ths interest only in and to a certain parcel of
land comprising the east half of the southwest quarter of the
southeast quarter of Section 11, Township 12 North, Range 12
West, DeSoto Parish, Louisiana being more particularly described
as follows;
From a concrete monument at the southeast corner of Section 11,
T12N-R12W run the following State (Louisiana-North Zone) Plane
System courses and distances to a "POINT OF BEGINNING";
N 89 degrees 28' 06" W along the south line of Section 11, 1318.89
feet to the SE corner of the E 1/2 of SW 1/4 of the SE 1/4
and the "POINT OF BEGINNING".
From said "POINT OF BEGINNING" run along the following State
(Louisiana-North Zone) Plane System courses and distances.
N 89 degrees 28' 06" W along the south line of Section 11, and E
1/2 of the SW 1/4 of the SE 1/4, 659.44 feet, N 0 degrees 36' 34" E
along the west line of said E 1/2 of SW 1/4, SE 1/4, 1319.15
feet, S 89 degrees 24' 07" E along north line of said E 1/2, 660.09
feet, S 0 degrees 38' 15" W along east line of said E 1/2, 1318.39
feet to the "POINT OF BEGINNING".
Containing 19.974 acres more or less.
(5) An undivided 7/12ths interest only in and to a certain parcel of
land comprising the east half of the northeast quarter of Section
14, Township 12 North, Range 12 West, DeSoto Parish, Louisiana,
being more particularly described as follows;
"BEGINNING" at a concrete monument at the northeast corner of
Section 14, T12N-R12W, thence run along the following State
(Louisiana-North zone) Plane System courses and distances as
follows;
S 0 degrees 49' 55" W along the east line of Section 14 to the SE
corner of the E 1/2 of the NE 1/4, 2632.10 feet, N 88 degrees 53'
01" W along the south line to
<PAGE>
16
the SW corner of the E 1/2 of the NE 1/4, 1319.72 feet, N 0 degrees
51' 01" E along the west line to the north line of Section
14 and the NW corner of the E 1/2 of the NE 1/4, 2618.64
feet, S 89 degrees 28' 06" E along the north line of Section 14,
1318.89 feet to a concrete monument and the "POINT OF
BEGINNING".
Containing 79.514 acres more or less.
Being a portion of the same property acquired by Central
Louisiana Electric Company, Inc. from Southwestern Electric Power
Company by deed dated November 13, 1981, recorded in COB 493, page 56,
Entry No. 440907, records of DeSoto Parish, Louisiana.
There is to be located on Parcel 4 above described an electric
generating station.
II.
All real estate or interest therein, now owned or which may be
hereafter acquired by the Company for use or which may be used by it
in connection with its business as an electric and water company,
together with all of the right, title and interest of the Company, now
owned or hereafter acquired in and to any and all works, plants,
buildings, structures, erections and constructions now or hereafter
placed upon any of the real estate mentioned, described or referred to
as being subject to the lien of the Indenture, with the fixtures,
tenements, hereditaments and appurtenances thereunto appertaining or
belonging.
III.
The following described property, wherever situated:
First: The electric generating plants and electric transmission
and/or distributions systems now or hereafter owned by the Company,
and any electric generating plants and electric transmission and/or
distribution systems hereafter constructed or acquired by the Company,
and any additions to or extensions of any such existing or future
electric generating plants and/or electric transmission and/or
distribution systems, together with all engines, dynamos, motors,
reactors, generators, boilers, turbines, pole lines, poles, wires,
cross-arms, insulators, transformers, meters, buildings, erections,
structures, stations, substations, power houses, power producing and
power transmitting equipment, water, water rights,
<PAGE>
17
water wheels, headworks, race-ways, hydraulic works, hydro-electric
plants, cables, conduits, instruments, apparatus, appliances,
machinery, facilities, fixtures and all other property used or
provided for use in the construction, repair, maintenance and/or
operation thereof, both that now owned and that which may be hereafter
acquired by the Company, and together also with all the rights,
privileges, franchises, easements, licenses, ordinances, rights of
way, liberties, immunities and permits of the Company, howsoever
conferred or acquired, and whether now owned or hereafter to be
acquired, with respect to the construction, maintenance, repair and/or
operation of said electric generating plants and electric
transmissions and/or distribution systems, and each of them, and any
additions thereto and extensions thereof.
Second: The waterworks plants and waterworks distribution
systems now owned by the Company, and any waterworks plants and/or
waterworks distribution systems hereafter constructed or acquired by
the Company together with the buildings, structures, erections, pumps,
pumping machinery, reservoirs, filters, filter-galleries, chlorinating
equipment, tanks, wells, water rights, water supply, water mains,
hydrants, pipelines, service pipes, meters, standpipes, engines,
boilers, apparatus, appliances, facilities, machinery, equipment,
fixtures and all other property used or provided for use in the
construction, maintenance, repair and/or operation thereof, both that
are now owned and that which may be hereafter acquired by the Company,
and together also with all of the rights, privileges, rights of way,
franchises, licenses, easements, permits, liberties, immunities,
grants and ordinances of the Company, howsoever conferred or acquired,
and whether now owned or hereafter to be acquired, with respect to the
construction, maintenance, repair and operation of said plants and
systems, and each of them, and any additions thereto and extension
thereof.
TO HAVE AND TO HOLD all such properties, real, personal and
mixed, granted, bargained, sold, aliened, remised, released, conveyed,
assigned, transferred, mortgaged, hypothecated, affected, pledged, set
over or confirmed by the Company as aforesaid, or intended so to be,
unto the Trustee and its successors in the trust hereby created and
its and their assigns forever;
SUBJECT, HOWEVER, to existing leases, to easements and other
rights of way for pole lines and other similar encumbrances and
restrictions which the Company hereby certifies, in its judgment, do
not impair the use of said property by the Company in its business, to
liens securing indebtedness which has neither been assumed by the
Company nor upon which it customarily pays interest charges, existing
solely upon real property, or rights in and relating thereto, which
<PAGE>
18
real property or rights have been or may be acquired for right-of-way
purposes, to liens of taxes and assessments for the current year and
taxes and assessments not yet due, to alleys, streets and highways
that may run across or encroach upon said lands, and to undetermined
liens and charges, if any, incidental to construction, except such as
may result from any delinquent obligation of the Company for the
payment of money on account of such construction, and, with respect to
any property which the Company may hereafter acquire, to all terms,
conditions, agreements, covenants, exceptions, and reservations
expressed or provided in such deeds and other instruments,
respectively, under and by virtue of which the Company shall hereafter
acquire the same and to any and all liens existing thereon at the time
of such acquisition within the restrictions contained in the
Indenture; and subject also to other liens and encumbrances of the
character defined in the Indenture as "permitted liens" insofar as the
same may attach to any of the property embraced herein;
SAVING AND EXCEPTING, however, from the properties mortgaged and
pledged by the Indenture (whether now owned by the Company or
hereafter acquired by it) all bills, notes and accounts receivable,
cash on hand and in banks, contracts, merchandise and appliances kept
for purposes of sale, and all bonds, obligations, evidences of
indebtedness, shares of stock and other securities, and certificates
or evidences of interest therein - other than any of the foregoing
which may be hereafter specifically transferred or assigned to or
pledged or deposited with the Trustee under the Indenture or required
by the provisions of the Indenture so to be - and all office furniture
and equipment, motor vehicles, tools, testing equipment and consumable
materials and supplies; provided, however, that, if upon the happening
of an event of default as in the Indenture defined, the Trustee or any
receiver appointed under the Indenture shall enter upon and take
possession of the mortgaged property, the Trustee or such receiver
may, to the extent permitted by law, at the same time likewise take
possession of any and all of the property described in this paragraph
then on hand and use and administer the same to the same extent as if
such property were part of the mortgaged property, unless and until
such event of default shall be remedied or waived and possession of
the mortgaged property restored to the Company, its successors or
assigns.
ALSO SAVING AND EXCEPTING, however, from the property hereby
mortgaged and pledged:
(a) All parcels of land now owned or hereafter acquired by the
Company and not used by it or useful in connection with its business
as an electric or water company or as an electric or water utility.
<PAGE>
19
(b) All machinery, equipment, fixtures, supplies and materials,
now owned or hereafter acquired, not used by or useful to the Company
in its business as an electric, or water company or as an electric, or
water utility, not located on any parcel of real estate now owned or
hereafter acquired, referred to as being subject to the lien of the
Indenture.
(c) All additions, improvements, betterments, extensions and
replacements now or hereafter made to or acquired for or in connection
with the property set forth in paragraphs (a) and (b), above.
IN TRUST NEVERTHELESS, upon the terms and trusts in the Indenture
set forth;
PROVIDED, HOWEVER, and these presents are upon the condition that
if the Company, its successors or assigns, shall pay or cause to be
paid the principal of and interest on all said bonds, together with
the premium, if any, payable on such of said bonds as may have been
called for redemption prior to maturity, or shall provide, as
permitted by the Indenture, for the payment thereof by depositing with
the Trustee the entire amount due or to become due thereon for
principal, interest and premium, if any, and if the Company shall also
pay or cause to be paid all other sums payable under the Indenture by
it, then the Indenture and the estate and rights thereby granted shall
cease, determine and be void, otherwise to be and remain in full force
and effect.
IT IS HEREBY FURTHER COVENANTED, DECLARED AND AGREED by and
between the Company and the Trustee, as follows:
ARTICLE I
AMENDMENTS OF INDENTURE
Section 1.1 The Indenture is amended by deleting the
definition of "minimum provision for property retirements or
depreciation" contained in Section 1.05 of the Indenture, and
inserting in lieu thereof a definition of "minimum provision for
property retirements or depreciation" reading as follows:
"Minimum Provision for Property Retirements or Depreciation:
The term 'minimum provision for property retirements or
depreciation,' when used with reference to any period of time,
shall mean an amount equal to (i) fifteen per centum (15%) of the
gross operating revenues of the
<PAGE>
20
Company received from electric, gas and water operations, during
such period, to the extent arising out of the operation of
bondable property and leased electric, gas and water facilities,
after deducting from such gross operating revenues (a) an amount
equal to the aggregate cost to the Company of electric energy,
gas and water purchased for resale in connection with the
operation of such property or facilities and the cost to the
Company of fuel used in the generation of electricity in excess
of 4.377 mills ($.004377) per net kilowatt-hour, and (b) rentals
paid for the lease of electric, gas and water facilities, less
(ii) an amount equal to the aggregate charges by the Company to
operating expenses during such period for current repairs and
maintenance to bondable property and leased electric, gas and
water facilities."
Section 1.2 The Indenture is modified by amending subsection
(A) of Section 9.06 so that following such amendment it shall read as
follows:
"SECTION 9.06.(A) So long as the Company is not in default
in the payment of the interest on any of the bonds then
outstanding hereunder and none of the completed defaults
specified in Section 10.01 hereof shall have occurred and be
continuing, any money received by the Trustee pursuant to the
provisions of this Article IX or the provisions of Section 5.14
hereof and any money which it is specifically provided may be
withdrawn, used or applied pursuant to this Section and any
moneys received by the Trustee the withdrawal, use or application
of which is not otherwise provided for may, at the option of the
Company, evidenced by a writing signed in the name of the Company
by its President or a Vice President and its Treasurer or an
Assistant Treasurer, and accompanied by an officers' certificate
stating that the Company is not in default in the payment of the
interest on any of the bonds then outstanding hereunder and none
of the completed defaults specified in Section 10.01 hereof has
occurred and is continuing.
(1) be withdrawn from time to time by the Company in an
amount equal to (i) the amount of bondable value of property
additions which the Company elects to make the basis of a
withdrawal under this Section and (ii) the principal amount
of bonds authenticated and delivered hereunder which might
then be made the basis for the authentication and delivery
of bonds under the provisions of Section 4.04 hereof and
which the Company elects to make the basis of a withdrawal
under this Section in lieu of the right of the Company to
the
<PAGE>
21
authentication and delivery of bonds on such basis;
provided, that in case the withdrawal is applied for in
whole or in part upon the basis of bonds authenticated and
delivered hereunder which might then be made the basis for
the authentication and delivery of bonds under the
provisions of Section 4.04 hereof, the Company shall comply
with the provisions of Section 4.04 hereof, except the
provisions therein relating to Section 4.06 and Section 4.07
hereof; or
(2) be used by the Trustee for the purchase of bonds
issued hereunder in accordance with the provisions of
Section 8.06 hereof; or
(3) be applied by the Trustee to the payment at
maturity of any bonds issued hereunder or the redemption of
any bonds issued hereunder as are by their terms redeemable
before maturity, of such series as may be designated by the
Company or by the Trustee upon the failure of the Company to
make such designation, any such redemption to be in the
manner and subject to the conditions provided in the bonds
to be redeemed and in Article VIII hereof; and for such
purpose the Trustee may publish notice of redemption in the
name of the Company or in its own name as Trustee;
provided, however, that, notwithstanding the foregoing, any money
received by the Trustee (in excess of 1% of the principal amount
of bonds then issued hereunder) in connection with any release of
property upon any acquisition thereof by any municipal
corporation or other governmental subdivision or governmental
body or public authority which acquisition was as a result of the
exercise (or of a settlement by the Company in lieu of the
exercise) of a power of eminent domain or expropriation shall be
immediately used or applied by the Trustee as provided in
paragraphs (2) and (3) of this subsection (A) except that if the
Company shall fail to designate the series to be purchased or
redeemed or shall fail to take any other action required in
connection with such use or application of such money, the
Trustee shall do so. If any money received by the Trustee
pursuant to the provisions of this Article IX or the provisions
of Section 5.14 hereof or any money which it is specifically
provided may be withdrawn, used or applied pursuant to the
provisions of this Section, and any moneys received by the
Trustee the withdrawal, use or application of which is not
otherwise provided for shall not be so withdrawn, used or applied
within the next succeeding three years after the same shall have
been deposited with the Trustee, it shall thereafter be used or
applied by
<PAGE>
22
the Trustee as provided in paragraphs (2) and (3) of this
subsection (A) except that if the Company shall fail to designate
the series to be purchased or redeemed or shall fail to take any
other action required in connection with such use or application
of such money, the Trustee shall do so."
ARTICLE II
STAMPING AND REVISION OF
BONDS OF ISSUED SERIES OF BONDS
SECTION 2.1. All bonds hereafter issued of Series of issued
bonds shall (unless revised as hereinafter provided) be stamped or
typewritten prior to their issuance with a notation as follows:
"The Indenture dated as of July 1, 1950 referred to in this bond
has been amended by an Eighteenth Supplemental Indenture dated as of
December 1, 1982, executed and delivered with the consent of the
holders of 75% of the bonds at the time outstanding under the
Indenture, providing for amendment of (i) the definition of "Minimum
Provision for Property Retirements or Depreciation" contained in
Section 1.05 of the Indenture as amended, and (ii) subsection A of
Section 9.06 of the Indenture as amended with respect to application
of funds received by the Trustee upon acquisition of property by
governmental entities. A copy of the Eighteenth Supplemental Indenture
is on file with First National Bank of Commerce in New Orleans,
Trustee under the Indenture, to which reference is hereby made.
FIRST NATIONAL BANK OF COMMERCE
IN NEW ORLEANS, TRUSTEE"
Section 2.2. Any bonds hereafter issued of Series of issued
bonds at any time hereafter issued shall, if the Company so elects or
if the holder of such bond so requests in writing, be in such revised
form as may be approved by the Trustee so as to refer to the amendment
of the Indenture hereby effected.
ARTICLE III
MISCELLANEOUS
Section 3.1. As supplemented and amended by this Eighteenth
Supplemental Indenture, the Original Indenture and the previous
seventeen Supplemental Indentures thereto shall be read, taken and
construed as one and the same instrument.
<PAGE>
23
Section 3.2. The Trustee assumes no duties, responsibilities or
liabilities by reason of this Eighteenth Supplemental Indenture, other
than as set forth in the Indenture, as fully as if said terms and
conditions were herein set forth at length.
Section 3.3. This Eighteenth Supplemental Indenture shall be
simultaneously executed in several counterparts and all such
counterparts executed and delivered, each as an original, shall
constitute but one and the same instrument.
Section 3.4. This Eighteenth Supplemental Indenture has been
dated as of December 1, 1982, solely for convenience. The date of
actual execution hereof by each of the parties hereto is the date
shown by the acknowledgment of execution hereof by its officers.
<PAGE>
24
In Witness Whereof, CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
has caused this instrument to be signed in its corporate name by
one of its Senior Vice Presidents and sealed with its corporate
seal attested by one of its Assistant Secretaries, and First
National Bank of Commerce to evidence its acceptance of the
trust hereby created has caused this instrument to be signed in
its corporate name and sealed by its corporate seal attested by
one of its Corporate Trust Officers, all as of the day and year
first above written.
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
{Seal} By /s/ Scott o. Brame
Senior Vice President
Attest:
/s/ Vera J. Whittington
Assistant Secretary
Signed, sealed, acknowledged and delivered
by CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
in the presence of:
/s/ Joyce A. Lewis
/s/ Doris H. Harper
FIRST NATIONAL BANK OF COMMERCE
{Seal} By /s/ James P. Connor
Vice President and Trust
Officer
Attest:
/s/ Dennis L. Milliner
Corporate Trust Officer
Signed, sealed, acknowledged and delivered
by FIRST NATIONAL BANK OF COMMERCE
in the presence of:
/s/ Maryem F. Hopkins
/s/ Josie C. Schillage
<PAGE>
25
STATE OF LOUISIANA
PARISH OF RAPIDES
BE IT KNOWN, THAT on this 17th day of December, 1982, before me
the undersigned, a Notary Public in and for said Parish and State,
duly qualified and commissioned as such, personally appeared S. O.
Brame, Senior Vice President and Vera J. Whittington, Assistant
Secretary, of Central Louisiana Electric Company, Inc., the grantor in
the foregoing instrument, to me personally known and known to me to be
such officers, respectively, of such Company, and personally known to
me to be the identical persons whose names are subscribed and affixed
to the foregoing instrument as such officers, respectively, and who
subscribed the name of the Company thereto, and in my presence and in
the presence of the undersigned witnesses, of lawful age and domicile,
severally acknowledge that the same is their respective, free and
voluntary act and deed as such officers and the free and voluntary act
and deed of said Company for the uses and purposes therein expressed;
and the said persons being each by me duly and severally sworn as
individuals did depose and say that they are such officers,
respectively, of said Company; that they know the seal of said
Company; that the seal affixed to the foregoing instrument was and is
such corporate seal; that said seal was so affixed and said instrument
was so signed on behalf of said Company by the order and authority of
the Board of Directors of said Company; and that they signed their
names thereto as such officers, respectively, of said Company by like
authority.
IN TESTIMONY WHEREOF, the said Appearers have hereunto signed
their names on the day and date first hereinabove written, in the
presence of /s/ Joyce A. Lewis and /s/ Doris H. Harper, witnesses of
lawful age and domicile, and of me, said Notary Public.
WITNESSES:
/s/ Scott O. Brame
Senior Vice President
/s/ Joyce A. Lewis
/s/ Vera J. Whittington
Assistant Secretary
/s/ Doris H. Harper
/s/ Sammie S. Cicardo
Notary Public {Seal}
<PAGE>
26
STATE OF LOUISIANA
PARISH OF ORLEANS
BE IT KNOWN, THAT on this 17th day of December, 1982, before me
the undersigned, a Notary Public in and for said Parish and State,
duly qualified and commissioned as such, personally appeared James P.
Conner, Vice President and Trust Officer and Dennis L. Milliner,
Corporate Trust Officer, of First National Bank of Commerce, a
national banking association, duly organized and existing under the
laws of the United States of America, Trustee under the foregoing
instrument, to me personally known and known to me to be such
officers, respectively, of said Bank, and personally known to me to be
the identical persons whose names are subscribed and affixed to the
foregoing instrument as such officers, respectively, and who
subscribed the name of said Bank thereto, and in my presence and in
the presence of the undersigned witnesses, of lawful age and domicile,
severally acknowledge that the same is their respective, free and
voluntary act and deed as such officers and the free and voluntary act
and deed of said Bank for the uses and purposes therein expressed; and
the said persons being each by me duly and severally sworn as
individuals did depose and say that they are such officers,
respectively, of said Bank; that they know the seal of said Bank; that
the seal affixed to the foregoing instrument was and is such corporate
seal; that said seal was so affixed and said instrument was so signed
on behalf of said Bank by the order and authority of the Board of
Directors of said Bank; and that they signed their names thereto as
such officers, respectively, of said Bank by like authority.
IN TESTIMONY WHEREOF, the said Appearers have hereunto signed
their names on the day and date first hereinabove written, in the
presence of /s/ Maryem F. Hopkins and /s/ Josie C. Schillage,
witnesses of lawful age and domicile, and of me, said Notary Public.
WITNESSES:
/s/ James P. Connor
Vice President and Trust
Officer
/s/ Maryem F. Hopkins
/s/ Dennis L. Milliner
Corporate Trust Officer
/s/ Josie C. Schillage
/s/ Patricia A. Rouen
Notary Public {Seal}
<PAGE>
EXHIBIT 4(a)(9)
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
TO
FIRST NATIONAL BANK OF COMMERCE IN NEW ORLEANS,
as Trustee
NINETEENTH SUPPLEMENTAL INDENTURE
DATED AS OF JANUARY 1, 1983
Amendment to Indenture of Mortgage
Dated as of July 1, 1950
<PAGE>
NINETEENTH SUPPLEMENTAL INDENTURE, dated as of January 1, 1983,
between CENTRAL LOUISIANA ELECTRIC COMPANY, INC., a corporation
duly organized and existing under and by virtue of the laws of
the State of Louisiana (hereinafter sometimes called the
"Company"), party of the first part, and FIRST NATIONAL BANK OF
COMMERCE (formerly The National Bank of Commerce in New
Orleans), a national banking association duly organized and
existing under and by virtue of the laws of the United States of
America, as Trustee under the Indenture of Mortgage hereinafter
mentioned (hereinafter sometimes called the "Trustee"), party of
the second part.
WHEREAS, the Company has heretofore executed and delivered its
Indenture of Mortgage (hereinafter called "Original Indenture")
dated as of July 1, 1950, to the Trustee, to secure the
Company's First Mortgage Bonds, from time to time, in the manner
and subject to the conditions set forth in the Original
Indenture, and by said Original Indenture granted and conveyed
unto the Trustee, upon the trusts, uses and purposes
specifically therein set forth, certain real estate, franchises
and other property therein described, including property
acquired after the date thereof except as therein otherwise
provided; and
WHEREAS, the Original Indenture provides for the issuance of
bonds thereunder in one or more series, the form of each series
of bonds and of the coupons to be attached to the coupon bonds
to be substantially in the forms set forth therein with such
omissions, variations and insertions as are authorized or
permitted by the Original Indenture and determined and
specified by the Board of Directors of the Company; and
WHEREAS, by the Original Indenture, the Company covenanted
that it would execute and deliver such further instruments and
do such further acts as might be necessary or proper to carry
out more effectively the purposes of the Original Indenture and
to make subject to the lien thereof any property thereafter
acquired and intended to be subject to the lien thereof, and the
Company executed and delivered to the Trustee eighteen
Supplemental Indentures (which together with the Original
Indenture are herein called the "Indenture"); and
1
<PAGE>
WHEREAS, all terms used herein and not otherwise defined shall
have the meaning set forth in the Indenture; and
WHEREAS, the Company deems it desirable to amend the Indenture
in certain respects; and
WHEREAS, the execution and delivery of the amendments effected
by this Nineteenth Supplemental Indenture have been duly
authorized by the Board of Directors of the Company according to
law, and have been approved by the written consents of the
holders of in excess of 75% of the principal amount of bonds
outstanding under the Indenture at the date of execution hereof,
and all conditions and requirements necessary to make this
Nineteenth Supplemental Indenture a valid, binding and legal
instrument in accordance with its terms, for the purposes herein
expressed, and the execution and delivery hereof, in the form
and terms hereof, have been in all respects duly authorized;
NOW, THEREFORE, THIS NINETEENTH SUPPLEMENTAL INDENTURE
WITNESSETH: That Central Louisiana Electric Company, Inc., by
way of further assurance and in consideration of the premises
and of the acceptance by the Trustee of the trusts hereby
created and of one dollar to it duly paid by the Trustee at or
before the ensealing and delivery of these presents, the receipt
whereof is hereby acknowledged, and in order to further secure
the payment of the principal of, the premium, if any, and the
interest on all bonds at any time issued and outstanding under
the Indenture, according to their tenor and effect, and the
performance and observance by the Company of all covenants and
conditions herein and therein contained, and of said bonds, has
executed and delivered this Nineteenth Supplemental Indenture.
IT IS HEREBY COVENANTED, DECLARED AND AGREED by and between the
Company and the Trustee, as follows:
2
<PAGE>
ARTICLE I
SECTION 1.1 The Company covenants that in consideration of
execution of this Nineteenth Supplemental Indenture it will from
and after the date hereof pay on the Bonds of all Series
heretofore issued under the Indenture, as heretofore
supplemented and amended, other than the Bonds of Series R and
the Bonds of Series S (to wit: the Bonds of Series F, G, H, I,
J, K, L, M, M, N, O, P and Q) as additional interest an amount
equal to .25% per annum (twenty-five hundredth of one percent)
of the principal amount of such Bonds which are Outstanding.
Such additional annual interest shall be payable semi-annually
on each interest payment date provided for registered and coupon
Bonds of such respective series and will begin to accrue from
the next interest payment date of such respective series
following the date of this Nineteenth Supplemental Indenture.
ARTICLE II
AMENDMENTS OF INDENTURE
SECTION 2.1. The Indenture is modified by amending Subsection
(C) of Section 1.07 of the Indenture so that following such
amendment it shall read as follows:
(c) the "interest earnings requirement", which shall be a
figure equal to two times the aggregate annual interest charges
specified in subsection (B) of this Section.
ARTICLE III
STAMPING AND REVISION OF
BONDS OF ISSUED SERIES OF BONDS
SECTION 3.1. All bonds hereafter issued of Series of issued
bonds and bonds of Series of issued bonds presented for notation
thereon shall (unless revised as hereinafter provided) be
stamped or typewritten prior to their issuance with a notation
as follows:
3
<PAGE>
"The Indenture dated as of July 1, 1950 referred to in this
bond has been amended by a Nineteenth Supplemental Indenture
dated as of January 1, 1983, executed and delivered with the
consent of the holders of 75% of the bonds at the time
outstanding under the Indenture, providing (i) for amendment of
the definition of 'interest earnings requirement' contained in
Section 1.07 of the Indenture as amended and (ii) for the
increase in the interest payable on this Bond by .25% per annum
(twenty-five hundredth of one percent), on the principal amount
hereof, accruing from the next interest payment date after
January 1, 1983. A copy of the Nineteenth Supplemental Indenture
is on file with First National Bank of Commerce in New Orleans,
Trustee under the Indenture, to which reference is hereby made.
provided, that any notation on bonds of Series R and S shall
delete the language following "(ii)" in the form of notation set
forth above.
FIRST NATIONAL BANK OF COMMERCE
IN NEW ORLEANS, "TRUSTEE"
SECTION 3.2. Any bonds hereafter issued of Series of issued
bonds at any time hereafter issued shall, if the Company so
elects or if the holder of such bond so requests in writing, be
in such revised form as may be approved by the Trustee so as to
refer to the amendment of the Indenture hereby effected.
4
<PAGE>
ARTICLE IV
MISCELLANEOUS
SECTION 4.1. As supplemented and amended by this Nineteenth
Supplemental Indenture, the Original Indenture and the previous
eighteen Supplemental Indentures thereto shall be read, taken
and construed as one and the same instrument.
SECTION 4.2. The Trustee assumes no duties, responsibilities or
liabilities by reason of this Nineteenth Supplemental Indenture,
other than as set forth in the Indenture, as fully as if said
terms and conditions were herein set forth at length.
SECTION 4.3. This Nineteenth Supplemental Indenture shall be
simultaneously executed in several counterparts and all such
counterparts executed and delivered, each as an original, shall
constitute but one and the same instrument.
SECTION 4.4. This Nineteenth Supplemental Indenture has been
dated as of January 1, 1983, solely for convenience. The date of
actual execution hereof by each of the parties hereto is the
date shown by the acknowledgment of execution hereof by its
officers.
5
<PAGE>
IN WITNESS WHEREOF, CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
has caused this instrument to be signed in its corporate name by
one of its Senior Vice Presidents and sealed with its corporate
seal attested by one of its Assistant Secretaries, and First
National Bank of Commerce to evidence its acceptance of the
trust hereby created has caused this instrument to be signed in
its corporate name and sealed by its corporate seal attested by
one of its Assistant Vice Presidents and Trust Officers, all as
of the day and year first above written.
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
{SEAL} By /s/ Scott O. Brame
Scott O. Brame,
Senior Vice President
Attest:
/s/ Vera J. Whittington
Assistant Secretary
Signed, sealed, acknowledged and delivered
by CENTRAL LOUISIANA ELECTRIC COMPANY, INC.,
in the presence of:
/s/ David M. Eppler
/s/ Joyce A. Lewis
FIRST NATIONAL BANK OF COMMERCE
{SEAL} By /s/ James P. Conner
Vice President and Trust Officer
/s/ Colin J. Hedlund
Assistant Vice President and Trust Officer
Signed, sealed, acknowledged and delivered
by FIRST NATIONAL BANK OF COMMERCE
in the presence of:
/s/ Maryem F. Hopkins
/s/ Josie C. Schillage
6
<PAGE>
STATE OF LOUISIANA
PARISH OF RAPIDES
BE IT KNOWN, THAT on this 19th day of January, 1983, before me
the undersigned, a Notary Public in and for said Parish and
State, duly qualified and commissioned as such, personally
appeared Scott O. Brame, Senior Vice President and Vera J.
Whittington, Assistant Secretary, of Central Louisiana Electric
Company, Inc., the grantor in the foregoing instrument, to me
personally known and known to me to be such officers,
respectively, of such Company, and personally known to me to be
the identical persons whose names are subscribed and affixed to
the foregoing instrument as such officers, respectively, and who
subscribed the name of the Company thereto, and in my presence
and in the presence of the undersigned witnesses, of lawful age
and domicile, severally acknowledge that the same is their
respective, free and voluntary act and deed as such officers and
the free and voluntary act and deed of said Company for the uses
and purposes therein expressed; and the said persons being each
by me duly and severally sworn as individuals did depose and say
that they are such officers, respectively, of said Company; that
they know the seal of said Company; that the seal affixed to the
foregoing instrument was and is such corporate seal; that said
seal was so affixed and said instrument was so signed on behalf
of said Company by the order and authority of the Board of
Directors of said Company; and that they signed their names
thereto as such officers, respectively, of said Company by like
authority.
IN TESTIMONY WHEREOF, the said Appearers have hereunto signed
their names on the day and date first hereinabove written, in
the presence of David M. Eppler and Joyce A. Lewis, witnesses of
lawful age and domicile, and of me, said Notary Public.
WITNESSES:
/s/ Scott O. Brame
Senior Vice President
/s/ David M. Eppler
/s/ Vera J. Whittington
Assistant Secretary
/s/ Joyce A. Lewis
/s/ Sammie S. Cicardo
Notary Public {SEAL}
7
<PAGE>
STATE OF LOUISIANA
PARISH OF ORLEANS
BE IT KNOWN, THAT on this 19th day of January 1983, before me
the undersigned, a Notary Public in and for said Parish and
State, duly qualified and commissioned as such, personally
appeared JAMES P. CONNER, Vice President and Trust Officer, and
COLIN J. HEDLUND, Assistant Vice President and Trust Officer of
First National Bank of Commerce, a national banking association,
duly organized and existing under the laws of the United States
of America, Trustee under the foregoing instrument, to me
personally known and known to me to be such officers,
respectively, of said Bank, and personally known to me to be the
identical persons whose names are subscribed and affixed to the
foregoing instrument as such officers, respectively, and who
subscribed the name of said Bank thereto, and in my presence
and in the presence of the undersigned witnesses, of lawful age
and domicile, severally acknowledge that the same is their
respective, free and voluntary act and deed as such officers and
the free and voluntary act and deed of said Bank for the uses
and purposes therein expressed; and the said persons being each
by me duly and severally sworn as individuals did depose and say
that they are such officers, respectively, of said Bank; that
they know the seal of said Bank; that the seal affixed to the
foregoing instrument was and is such corporate seal; that said
seal was so affixed and said instrument was so signed on behalf
of said Bank by the order and authority of the Board of
Directors of said Bank; and that they signed their names thereto
as such officers, respectively, of said Bank by like authority.
IN TESTIMONY WHEREOF, the said Appearers have hereunto signed
their names on the day and date first hereinabove written, in
the presence of Maryem F. Hopkins and Josie C. Schillage,
witnesses of lawful age and domicile, and of me, said Notary
Public.
WITNESSES:
/s/ James P. Conner
Vice President and Trust Officer
/s/ Maryem F. Hopkins
/s/ Collin J. Hedlund
Assistant Vice President and
Trust Officer
/s/ Josie C. Schillage
/s/ Patricia A. Rouen
Notary Public {SEAL}
8
<PAGE>
EXHIBIT 10(q)(1)
REMARKETING AGREEMENT
REMARKETING AGREEMENT, dated and effective as of
October 12, 1993, between CENTRAL LOUISIANA ELECTRIC COMPANY,
INC. (the "Company") and PAINEWEBBER INCORPORATED
("PaineWebber").
WHEREAS, on May 29, 1991, the Parish of DeSoto, State
of Louisiana (the "Issuer") issued its Adjustable Tender
Pollution Control Revenue Refunding Bonds (Central Louisiana
Electric Company, Inc. Project) Series 1991A in the aggregate
principal amount of $25,110,000 (the "Bonds"), pursuant to that
certain Trust Indenture dated as of May 1, 1991 (the
"Indenture") between the Issuer and First National Bank of
Commerce, as trustee (the "Trustee"); and
WHEREAS, the Company and the Issuer are parties to
that certain Refunding Agreement dated as of May 1, 1991 (the
"Refunding Agreement") pursuant to which the Issuer agreed to
make available the proceeds of the Bonds to the Company, and the
Company agreed to pay amounts sufficient to pay the principal
of, purchase price of, premium, if any, and interest on the
Bonds; and
WHEREAS, to secure the payment of the principal of,
interest on and purchase price of the Bonds, Swiss Bank
Corporation, New York Branch (the "Bank") issued its irrevocable
direct-pay letter of credit (as amended or extended from time to
time, the "Letter of Credit") to the Trustee and in connection
therewith the Company entered into a Reimbursement Agreement
dated as of May 1, 1991 (as amended or extended from time to
time, the "Reimbursement Agreement") with the Bank; and
WHEREAS, the Issuer has appointed PaineWebber (and
PaineWebber has accepted the appointment) as Remarketing Agent
pursuant to the Indenture; and
WHEREAS, the Company and PaineWebber desire to make
additional provisions regarding PaineWebber's role as
Remarketing Agent for the Bonds.
NOW, THEREFORE, the Company and PaineWebber hereby
agree as follows:
1. DEFINITIONS. All capitalized terms used in this
Agreement which are not otherwise defined herein shall have the
meanings assigned to them in the Indenture.
2. CONFIRMATION OF APPOINTMENT. The Company hereby
confirms the appointment of PaineWebber as Remarketing Agent
pursuant to the Indenture.
<PAGE>
-2-
3. DUTIES. PaineWebber will perform the duties
specified as Remarketing Agent under the Indenture subject to
the terms of the Indenture and this Agreement. In acting as
Remarketing Agent, PaineWebber will act as agent and not as
principal except as expressly provided in this Section.
PaineWebber may, if it determines to do so in its sole
discretion, buy as principal any such Bonds but it will not in
any event be obligated to do so, and if it buys Bonds it will
have the same rights as would any other person holding the
Bonds.
4. DISCLOSURE STATEMENT. (a) If PaineWebber
determines that it is necessary or desirable to use a disclosure
statement in connection with its offering of the Bonds,
PaineWebber will notify the Company and the Company will provide
PaineWebber with a disclosure statement satisfactory to
PaineWebber and its counsel in respect of the Bonds. The
Company will supply PaineWebber with such number of copies of
the disclosure statement and documents related thereto as
PaineWebber requests from time to time and will amend the
disclosure statement (and/or the documents incorporated by
reference in it) so that at all times the disclosure statement
and any documents related thereto will not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements in such documents, in the light
of the circumstances under which they were made, not misleading.
In addition, the Company will take all steps reasonably
requested by PaineWebber which PaineWebber or its counsel may
consider necessary or desirable to register the sale of the
Bonds by PaineWebber under any Federal or state securities law
or to qualify the Indenture under the Trust Indenture Act of
1939, as amended, and will provide PaineWebber such officers'
certificates, counsel opinions, accountants' letters and other
documents as may be customary in similar transactions. If the
Company does not perform its obligations under this Section,
PaineWebber may immediately cease remarketing efforts.
(b) The Company has previously prepared and delivered
to PaineWebber a copy of the Official Statement, dated May 29,
1991, including appendices consisting of financial and other
information in respect of the Company and the Bank. Such
Official Statement, including Appendices A, B and C thereto and
the materials incorporated by reference therein, is referred to
herein as the "Official Statement." The Company authorizes the
use by PaineWebber of the Official Statement in connection with
the remarketing of Bonds. For purposes of this Agreement, the
Official Statement and any other documents provided to
PaineWebber pursuant to paragraph (a) of this Section shall be
considered to be the Disclosure Statement (as defined in Section
5 hereof).
-3-
<PAGE>
5. INDEMNIFICATION AND CONTRIBUTION. (a) The
Company will indemnify and hold harmless PaineWebber, each of
its directors, officers and employees and each person who
controls PaineWebber within the meaning of Section 15 of the
Securities Act of 1933, as amended (such Act being herein called
the "Act" and any such person being herein sometimes called an
"Indemnified Party"), against any and all losses, claims,
damages or liabilities, joint or several, to which such
Indemnified Party may become subject under any statute or at law
or in equity or otherwise, and shall reimburse any such
Indemnified Party for any legal or other expenses incurred by it
in connection with investigating any claims against it and
defending any actions, but only to the extent that such losses,
claims, damages, liabilities or actions arise out of or are
based upon any untrue statement or alleged untrue statement of a
material fact contained in any disclosure statement referred to
in Section 4 hereof (a "Disclosure Statement") or any amendment
thereof or supplement thereto, or the omission or alleged
omission to state therein a material fact necessary to make the
statements therein not misleading, but the Company shall not be
liable in any such case (x) to the extent that any such loss,
claim, damage, liability or action arises out of, or is based
upon, any such untrue statement or alleged untrue statement or
omission or alleged omission made therein in reliance upon and
in conformity with written information furnished to the Company
by PaineWebber specifically for use in connection with the
preparation thereof, or (y) if the person asserting any such
loss, claim, damage or liability purchased Bonds from
PaineWebber, if delivery to such person of the Disclosure
Statement or any amendment or supplement to it would have been a
valid defense to the action from which such loss, claim, damage
or liability arose and if the same was not delivered to such
person by or on behalf of PaineWebber; provided that the Company
has delivered the Disclosure Statement as amended or
supplemented to PaineWebber on a timely basis to permit such
delivery or sending. This indemnity agreement shall not be
construed as a limitation on any other liability which the
Company may otherwise have to any Indemnified Party, but in no
event shall the Company be obligated for double indemnification.
(b) PaineWebber shall indemnify and hold harmless the
Company and each of its directors, officers or employees and
each person who controls the Company within the meaning of
Section 15 of the Act (for purposes of this paragraph (b), an
"Indemnified Party") against all losses, claims, damages or
liabilities, joint or several, to which such Indemnified Party
may become subject under any statute or at law or in equity or
otherwise, and will reimburse any such Indemnified Party for any
legal or other expenses incurred by it in connection with
defending any actions, insofar as such losses, claims, damages,
<PAGE>
-4-
liabilities or actions arise out of or based upon any untrue
statement, or an alleged untrue statement, of a material fact
contained in a Disclosure Statement or any amendment thereof or
supplement thereto, or the omission or alleged omission to
state therein a material fact necessary to make the statements
therein, in light of the circumstances under which they were
made, not misleading, but only with reference to written
information, if any, relating to PaineWebber furnished to the
Company by PaineWebber specifically for use in the preparation
of a Disclosure Statement. The Company and PaineWebber agree
that any statements set forth in a Disclosure Statement
furnished in writing by or on behalf of PaineWebber for
inclusion in such documents shall be contained in a section
entitled "Remarketing" and that PaineWebber's indemnification
pursuant to this paragraph (b) shall be limited to such Section.
This indemnity agreement shall not be construed as a limitation
on any other liability which PaineWebber may otherwise have to
any Indemnified Party, but in no event shall PaineWebber be
obligated for double indemnification.
(c) An Indemnified Party (as defined in paragraph (a)
or paragraph (b) of this Section 5) shall, promptly after the
receipt of notice of the commencement of any action against such
Indemnified Party in respect of which indemnification may be
sought against PaineWebber or the Company, as the case may be
(in either case the "Indemnifying Party"), notify the
Indemnifying Party in writing of the commencement thereof.
Failure of the Indemnified Party to give such notice will not
relieve the Indemnifying Party from any liability which it may
have to an Indemnified Party otherwise than on account of this
Agreement. In case any such action shall be brought against an
Indemnified Party and such Indemnified Party shall notify the
Indemnifying Party of its commencement, the Indemnifying Party
may, or if so requested by such Indemnified Party shall,
participate therein or assume the defense thereof, with counsel
reasonably satisfactory to such Indemnified Party, and after
notice from the Indemnifying Party to such Indemnified Party of
an election so as to assume the defense thereof, such
Indemnified Party shall reasonably cooperate in the defense
thereof, including, without limitation, the settlement of
outstanding claims, and the Indemnifying Party will not be
liable to such Indemnified Party under this Section 5 for any
legal or other expenses subsequently incurred by such
Indemnified Party in connection with the defense thereof other
than reasonable costs of investigation incurred with the consent
of the Indemnifying Party, which consent shall not be
unreasonably withheld; provided, however, that unless and until
the Indemnifying Party assumes the defense of any such action at
the request of such Indemnified Party, the Indemnifying Party
shall have the right to participate at its own expense in the
defense of any such action. If the Indemnifying Party shall not
<PAGE>
-5-
have employed counsel to have charge of the defense of any such
action or if any Indemnified Party shall have reasonably
concluded that there may be defenses available to it or them
which are different from or additional to those available to the
Indemnifying Party (in which case the Indemnifying Party shall
not have the right to direct the defense of such action on
behalf of such Indemnified Party), legal and other expenses
incurred by such Indemnified Party shall be borne by the
Indemnifying Party. Any obligation under this Section of an
Indemnifying Party to reimburse an Indemnified Party for
expenses includes the obligation to make advances to the
Indemnified Party to cover such expenses in reasonable amounts
as incurred. Notwithstanding the foregoing, the Indemnifying
Party shall not be liable for any settlement of any action or
claim effected without its consent, which consent shall not be
unreasonably withheld.
(d) In order to provide for just and equitable
contribution in circumstances in which the indemnification
amounts provided for in paragraph (a) or (b) of this Section 5
are due in accordance with its terms but are for any reason held
by a court to be unavailable from the Company or PaineWebber on
grounds of policy or otherwise, the Company and PaineWebber
shall contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending same) to
which the Company and PaineWebber may be subject (i) in such
proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and PaineWebber on the
other from the remarketing of the Bonds or (ii) if the
allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above
but also the relative fault of the Company and PaineWebber in
connection with the statements or omissions which resulted in
such losses, claims, damages or liabilities, as well as any
other relevant equitable considerations. The relative benefits
received by the Company on the one hand and PaineWebber on the
other shall be deemed to be in the same proportion as the
aggregate principal amount of the Bonds remarketed pursuant to
this Agreement bear to the total remarketing fees received by
PaineWebber. The relative fault of the Company on the one hand
and of PaineWebber on the other shall be determined by reference
to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the
Company or by PaineWebber and the parties' relative intent,
knowledge, access to information and opportunity to correct or
prevent such statement or omission. The amount paid or payable
by a party as a result of the losses, claims, damages and
liabilities referred to above shall be deemed to include any
<PAGE>
-6-
legal or other fees or expenses reasonably incurred by such
party in connection with investigating or defending any action
or claim.
(e) The Company and PaineWebber agree that it would
not be just and equitable if contribution pursuant to this
Section 5 were determined by pro rata allocation or by any other
method of allocation which does not take account of the
equitable considerations referred to in the immediately
preceding paragraph. Notwithstanding the provision of this
Section 5, PaineWebber shall not be required to contribute any
amount in excess of the remarketing fee applicable to the Bonds
remarketed pursuant to this Agreement. No person guilty of
fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any
person who is not guilty of such fraudulent misrepresentation.
(f) The indemnification and contribution agreements
of all parties to this Agreement contained in this Section 5
shall remain operative and in full force and effect, regardless
of (i) any investigation made by or on behalf of PaineWebber, by
or on behalf of any person controlling PaineWebber, by or on
behalf of the Company or by or on behalf of any person
controlling the Company or (ii) any termination of this
Agreement.
(g) For purposes of this Section 5, each person who
controls PaineWebber within the meaning of Section 15 of the Act
shall have the same rights as PaineWebber and each person who
controls the Company within the meaning of Section 15 of the Act
shall have the same rights as the Company. Any party entitled
to contribution shall, promptly after receipt of notice of
commencement of any action, suit or proceeding against such
party in respect of which a claim for contribution may be made
against another party or parties under paragraph (d), notify
such party or parties from whom contribution may be sought, but
the omission so to notify such party or parties shall not
relieve the party or parties from whom contribution may be
sought from any other obligation it or they may have hereunder
or otherwise than on account of this Agreement.
6. FEES AND EXPENSES. In consideration of
PaineWebber's services under this Agreement, the Company will
pay PaineWebber as Remarketing Agent, (a) "Standard Fee" of
$1.00/1,000 annually, (paid quarterly in arrears), based upon
the par amount of Bonds outstanding at the beginning of each
quarterly period and commencing on October 1, 1993, and on each
January 1, April 1, July 1 and October 1 thereafter and (b) in
connection with (i) any adjustment from a Short-Term Interest
Rate Period, a Daily Interest Rate Period or a Weekly Interest
Rate Period to a Long-Term Interest Rate Period or (ii) any
<PAGE>
-7-
mandatory tender of Bonds resulting from a substitution or
termination of the Letter of Credit then in effect, a fee to be
negotiated by the Company and PaineWebber. In addition, the
Agent may be entitled to additional compensation, the
"Performance Fee", based upon actual performance as Remarketing
Agent. The amount of such Performance Fee and its method of
determination shall be the subject of another agreement between
the Remarketing Agent and the Company. Such Performance Fee, if
any, shall be paid annually, in arrears. If no such Performance
Fee agreement is entered into and in effect between the
Remarketing Agent and the Company, the Remarketing Agent's
compensation will be limited to the $1.00/1,000 Standard Fee
described above.
The Company also will pay all expenses in connection with the
preparation of any Disclosure Statement and the registration of
the Bonds and any other documents relating to the Bonds under
any securities laws, qualifying the Indenture under the Trust
Indenture Act and will reimburse PaineWebber for all of its
direct out-of-pocket expenses incurred by it as Remarketing
Agent under this Agreement and the Indenture, including counsel
fees and disbursements.
7. FAILS. PaineWebber will not be liable to the
Company on account of the failure of any person to whom
PaineWebber has sold a Bond to pay for such Bond or to deliver
any document in respect of the sale.
8. REMARKETING AGENT'S PERFORMANCE. The duties and
obligations of PaineWebber as Remarketing Agent shall be
determined solely by the express provisions of this Agreement
and the Indenture, and PaineWebber shall not be responsible for
the performance of any other duties and obligation than as are
specifically set forth in this Agreement and the Indenture, an
no implied covenants or obligations shall be read into this
Agreement or the Indenture against PaineWebber. PaineWebber may
conclusively rely upon any notice or document given or furnished
to PaineWebber and conforming to the requirements of this
Agreement or the Indenture and shall be protected in acting upon
any such notice or document reasonably believed by it to be
genuine and to have been given, signed or presented by the
proper party or parties.
9. TERMINATION. This Agreement will terminate upon
the effective resignation or removal of PaineWebber as
Remarketing Agent in accordance with the Indenture. PaineWebber
will resign as Remarketing Agent under this Remarketing
Agreement if requested to do so by the Company in writing and
may resign at any time, all in accordance with the terms of the
Indenture. Following termination, the provisions of Section 5
will continue in effect, and each party will pay the other any
amounts owing at the time of termination.
<PAGE>
-8-
10. MISCELLANEOUS. This agreement will be governed by
the laws of the State of New York. Notices will be given to the
persons addressed below until a party designates a new address
in writing.
11. COUNTERPARTS. This Agreement may be signed in
several counterparts. Each will be an original, but all of them
together constitute the same instrument.
12. SEVERABILITY. If any provision of this Agreement
shall be determined to be unenforceable, that shall not affect
any other provisions of this Agreement.
CENTRAL LOUISIANA ELECTRIC
COMPANY, INC.
2030 Donahue Ferry Road
Pineville, Louisiana 71361
Attention: Treasurer
By: /s/ David M. Eppler
Title: Vice President
PAINEWEBBER INCORPORATED
1285 Avenue of the Americas
New York, New York 10019
Attention: Municipal Securities Group
By: /s/ Randall L. Finken
Title: Vice President
<PAGE>
EXHIBIT 11
<TABLE>
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
COMPUTATION OF NET INCOME PER COMMON SHARE
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(In thousands, except share
and per share amounts)
1993 1992 1991
<S> <C> <C> <C>
PRIMARY
Net income applicable to common stock $39,827 $43,010 $42,957
Weighted average number of shares of
common stock outstanding during the
year 22,350,475 22,279,852 22,361,852
Common stock under stock option grant 38,060 63,292 81,520
Average shares 22,388,535 22,343,144 22,443,372
Net income per common share $1.78 $1.93 $1.91
FULLY DILUTED
Net income applicable to common stock $39,827 $43,010 $42,957
Adjustment related to ESOP 1,325 1,973 903
Adjusted income applicable to
common stock $41,152 $44,983 $43,860
Weighted average number of shares of
common stock outstanding during the year 22,350,475 22,279,852 22,361,852
Number of equivalent common shares
attributable to ESOP 1,437,901 1,439,752 996,924
Common stock under stock option grant 38,278 63,292 110,700
Average shares 23,826,654 23,782,896 23,469,476
Net income per common share $1.73 $1.89 $1.87
</TABLE>
<PAGE>
<TABLE>
EXHIBIT 12
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
COMPUTATION OF EARNINGS TO
FIXED CHARGES AND EARNINGS TO
COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
<CAPTION>
For the years ended December 31,
(In thousands, except ratios)
1993 1992 1991 1990 1989
<S> <C> <C> <C> <C> <C>
Earnings from continuing operations $41,812 $45,239 $44,929 $42,544 $41,548
Income taxes 19,565 18,595 18,918 18,648 18,450
Earnings from continuing operations
before income taxes 61,377 63,834 63,847 61,192 59,998
Fixed charges:
Interest, long-term debt 22,089 26,142 28,192 26,190 27,707
Interest, other 2,750 1,604 2,233 5,515 5,769
Amortization of debt expense and
premium, net 1,402 1,282 1,118 983 792
Portion of rental expense representative
of interest factor 485 547 527 595 611
Total fixed charges 26,726 29,575 32,070 33,283 34,879
Earnings from continuing operations before
income taxes and fixed charges $88,103 $93,409 $95,917 $94,475 $94,877
Ratio of earnings to fixed charges 3.30x 3.16x 2.99x 2.84x 2.72x
Fixed charges from above $26,726 $29,575 $32,070 $33,283 $34,879
Preferred dividends 3,008 3,440 3,008 1,267 2,403
Total fixed charges and preferred
stock dividends $29,734 $33,015 $35,078 $34,550 $37,282
Ratio of earnings to combined fixed charges
and preferred stock dividends 2.96x 2.83x 2.73x 2.73x 2.54x
</TABLE>
<PAGE>
EXHIBIT 13
CENTRAL LOUSIANA ELECTRIC COMPANY, INC.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Net income applicable to common stock for 1993 totaled $39.8 million,
or $1.78 per share, a decrease of $0.15 from 1992 earnings of $1.93
per share. Earnings for 1991 were $43.0 million, or $1.92 per share.
The decline in net income in 1993 was the result of a $0.31 per share
restructuring charge. The charge was partially offset by lower
interest expense and a 3.5% increase in kilowatt-hour sales due in
part to favorable weather compared with the previous year. Results for
1992 were influenced by a full year of service to the city of
Opelousas, milder summer weather, lower interest expenses and higher
operating expenses.
REVENUES AND SALES
Total revenues include fuel cost recovery and base revenues. Changes in
revenues and kilowatt-hour sales were as follows:
INCREASE (DECREASE)
FROM PRIOR YEAR
(IN MILLIONS)
REVENUES 1993 1992
Change attributable to:
Volume of sales to regular customers $ 7.0 $ 3.6
Recovered purchased power and fuel costs $ 23.8 $ 4.7
1993 1992
MILLION % MILLION %
SALES KWH CHANGE KWH CHANGE
Regular customers:
Residential 2,470 5.0 2,353 1.7
Commercial 1,109 4.4 1,062 1.8
Industrial 2,005 1.7 1,972 2.3
Other 463 (2.9) 477 2.8
Sales for resale 175 19.9 146 3.5
Total sales to regular customers 6,222 3.5 6,010 2.1
Short-term sales to other utilities 266 202.3 88 (27.3)
Total kilowatt-hour sales 6,488 6.4 6,098 1.5
The Company's base rates did not change in 1993 or 1992. Revenues
associated with fuel costs increased in 1993 and 1992 due primarily to
a rise in natural gas prices since 1991. Revenues from short-term
sales to other utilities are used to reduce the cost of fuel and
purchased power. Net income is not affected by changes in the cost of
fuel and purchased power because these costs are recovered in revenues
from customers through fuel adjustment clauses.
Kilowatt-hour sales are significantly influenced by the weather.
Both summer and winter temperatures were more favorable for sales
during 1993 as compared to 1992. About half of the increase in sales
to regular customers in 1992 was from the city of Opelousas, which was
added to the system in mid-1991.
During the past five years, sales growth averaged 2.9% per year.
During the next five years, retail sales growth is expected to range
from 2% to 2.5%. The levels of future sales will depend upon weather
conditions, customer conservation efforts, the Company's retail
marketing and business development programs and the overall economy of
the service area. Sales to industrial customers are also affected by
the national economy and worldwide demand for wood products, since the
Company's two largest customers are producers of such products. In
general, issues facing the electric utility industry that
14
<PAGE>
could affect sales include deregulation, increased competition,
retention of large industrial customers and municipal franchises,
transmission access and demand side management programs.
In 1993 the Company signed an agreement with the city of St.
Martinville to provide wholesale service beginning in 1995. Sales to
the city will result in 13 megawatts of additional load through the
year 2000. The contract has been filed with the Federal Energy
Regulatory Commission (FERC) for approval. The Louisiana Energy and
Power Authority, the city of Lafayette and the American Public Power
Association have intervened before the FERC asserting unduly
preferential, discriminatory and predatory pricing. The Company is
contesting these assertions.
In July 1994 a nonexclusive municipal franchise affecting about
6,000 customers, or about 2.8% of the Company's customers, will
expire. The Company has begun negotiations for a new franchise, but
the city administration has indicated that it may seek ownership of
the Company's electric system within the city limits by condemnation
or otherwise. The outcome of the continuing negotiations for the
franchise is uncertain, but the Company will contest any attempt to
acquire its customers or local electric system.
In December 1992 England Air Force Base (EAFB) at Alexandria was
closed. In 1992 base revenues from EAFB totaled $1.2 million. The air
base property is now managed by a public authority comprised of local
community leaders responsible for developing and implementing a reuse
plan for base facilities. A national trucking company has relocated
its training facility to the site and the U.S. Army has contracted to
use a portion of the property for military training exercises. In 1993
the airfield and control tower reopened for commercial use. Other
companies are considering the site for possible use.
FUEL AND PURCHASED POWER
Changes in fuel and purchased power expenses reflect fluctuations in
generation mix, fuel costs, availability of economy power and deferral
of expenses for recovery from customers through fuel adjustment
clauses in subsequent months.
The Company obtains natural gas, coal and lignite under long-term
contracts and purchases natural gas on the spot market when prices are
advantageous. Power is purchased from other utilities when the
purchase price is less than the Company's cost to generate or when
needed to meet system requirements.
RESTRUCTURING
A six-month organizational effectiveness study was completed in 1993
which identified opportunities to improve Company operations and
provide better service to customers. As a result of the study, the
Company's organizational structure was streamlined, reflecting a
reduction of up to 150 positions. So far, about 100 positions have
been eliminated through enhanced early retirement and voluntary
severance programs that were offered to eligible employees. The costs
associated with restructuring resulted in a charge to earnings of
$10.9 million, or $7.0 million on an after-tax basis, consisting
mainly of long-term employee benefit obligations. Future benefit plan
costs will not be affected significantly by the effects of the
restructuring. The restructuring will benefit the Company in future
years through reductions in operating costs and accompanying
improvements in work processes.
NONFUEL OPERATING EXPENSES AND INCOME TAXES
The changes in nonfuel operating expenses for 1993 and 1992 were as
follows:
INCREASE (DECREASE) FROM PRIOR YEAR
(IN THOUSANDS, EXCEPT %)
1993 1992
Other operation $ (1,232) (2.4)% $ 2,845 5.8%
Maintenance $ (1,216) (4.6)% $ 438 1.7%
Depreciation $ 2,474 7.1% $ 832 2.4%
Other taxes $ 1,556 6.1% $ 2,501 10.9%
Income taxes $ 970 5.2% $ (323) (1.7)%
In 1993 other operation expenses decreased due to the recognition of
pension plan income on the accrual basis and the amortization of prior
regulatory liabilities of $5.4 million related to the pension plan
over a five-year period. This presentation was approved by the
Louisiana Public Service Commission (LPSC) staff, subject to review by
the LPSC in future proceedings. Maintenance expenses declined mainly
because of delays in maintenance projects attributable to the
restructuring. Depreciation expenses reflect the amortization of the
tax effect on prior years' AFUDC resulting from a new accounting
standard implemented January 1, 1993, and the completion of a large
transmission project in 1993 and other additions to utility plant
balances. Other taxes increased primarily due to additional property
taxes resulting from the expiration of a tax exemption on a generating
unit and normal additions to utility plant. Income taxes reflect the
increase in the federal tax rate in 1993.
In 1992 the increase in other operation expenses reflects the
early termination of an interest rate swap, the start-up of the
organizational effectiveness study and increases in employee benefit
costs. Maintenance expenses in total were slightly higher because
15
<PAGE>
of Hurricane Andrew. Other taxes increased in 1992 due to higher
assessed property values and millages and additional state franchise
taxes. Other taxes also increased because of higher municipal
franchise taxes due to higher revenues, renegotiated franchise
agreements at higher rates and a full year of franchise payments to
the city of Opelousas. Income tax expense, like net income, did not
change significantly in 1992.
A number of parishes have attempted in recent years to impose
franchise fees on retail revenues earned within the unincorporated
areas served by the Company. If the parishes are ultimately
successful, taxes other than income taxes could increase substantially
in future years.
INTEREST INCOME AND EXPENSE
During 1992 a note receivable and equity investments held by the
Company were redeemed by the issuers. Interest income declined in 1993
and the latter part of 1992 as these funds were reinvested by the
Company at lower rates.
Interest expense declined in 1993 and 1992 as the Company
redeemed higher cost debt. The Company refunded $34 million of high
coupon debt and reduced short-term debt levels by about $35 million in
1993 by issuing long-term debt. In 1992 $96.7 million of debt was
refinanced by issuing lower-cost debt and by using temporary
investments. The decline in total debt in 1992, together with lower
interest rates on the new debt and on variable-rate debt in 1993 and
1992, reduced interest expense in both years.
ALLOWANCE FOR FUNDS USED DURING CONSTRUCTION (AFUDC)
AFUDC represents the estimated cost of financing construction
work-in-progress and is not a current source of cash. A return on
and recovery of AFUDC is generally permitted by regulatory bodies in
setting rates charged for utility services. Prior to 1993 AFUDC was
recorded on a net-of-tax basis; but beginning in 1993 AFUDC was recorded
on a pre-tax basis as required by a new accounting standard. For 1993,
$1 million of the increase in total AFUDC is due to the effect of the
change to a pre-tax method. The increase in 1992 is primarily due to higher
accruals on cumulative construction work-in-progress. AFUDC accounted
for 7.6% of net income applicable to common stock in 1993, as compared
to 4.5% in 1992 and 2.3% in 1991.
EARNINGS PER SHARE
Common stock equivalents during the three-year period ended 1993 had
no material annual dilutive effect on net income per common share. The
Company expects that the effects of the Incentive Stock Option Plan
and the Employee Stock Ownership Plan (ESOP) will dilute earnings per
share by about 3%-4% in 1994. Therefore, both primary and fully-diluted
earnings per share are expected to be presented in Consolidated Statements
of Income beginning in 1994.
FINANCIAL CONDITION
LIQUIDITY AND CAPITAL RESOURCES
Financing for construction requirements and operational needs is
dependent upon the cost and availability of external funds through
capital markets and from financial institutions. Access to funds is
dependent upon factors such as general economic conditions, regulation
and the Company's credit rating.
Since 1990 the Company has participated in a program where up to
$35 million of receivables can be sold on an ongoing basis. The amount
of receivables that may be sold at any time depends upon seasonal
fluctuations in the amount of eligible receivables. The program is
presently scheduled to continue through April 1995.
The Company has an effective shelf registration statement and all
regulatory approvals necessary to issue up to $50 million of debt and
$50 million of preferred stock.
At December 31, 1993 and 1992, the Company had $28.4 million and
$63.9 million of short-term debt outstanding in the form of commercial
paper borrowings and bank loans. A $100 million revolving credit
facility, which provides support for the issuance of commercial paper,
is presently scheduled to continue through July 1996. Uncommitted
lines of credit with banks totaling $23 million are available to meet
short-term working capital needs. (See Note E to consolidated
financial statements.) Additionally, at December 31, 1993, an
unregulated subsidiary of the Company had $18 million of cash and
marketable securities.
In order to take advantage of the potential benefits inherent in
a larger energy system, the Company may use available investments,
issue additional debt or issue equity securities to finance growth
opportunities.
CASH GENERATION AND CASH REQUIREMENTS
During 1993 the Company generated $76.2 million of cash flows from
operating activities as shown in the Consolidated Statements of Cash
Flows. Net cash provided by operating activities results primarily
from net income adjusted for noncash charges to income and changes in
certain assets and liabilities. Net cash used in investing activities
is related to additions to utility plant and changes in utility and
nonutility investments. Net cash used in financing activities results
principally from the payment of
16
<PAGE>
dividends to shareholders and long-term financing activities. The
decrease in net cash used in financing activities in 1993 was
primarily due to the Company's purchase of the ESOP note in 1992.
In recent years the construction program has consisted primarily
of enhancements to the transmission and distribution systems.
Expenditures, excluding AFUDC, totaled $48 million in 1993 and $62
million in 1992. In 1992 Hurricane Andrew severely damaged the
southwestern portion of the Company's service territory. The cost of
reconstruction totaled about $17 million. Approximately $14 million of
the cost was capitalized and is being depreciated at about 3%
annually; about $1 million of repairs was charged to the storm damage
reserve; and the balance was recognized as operation and maintenance
expense.
Construction expenditures for 1994 are estimated to be $52
million, excluding AFUDC, and for the five-year period ending 1998 are
expected to total $278 million, excluding AFUDC. The projected
expenditures for the five-year period ending 1998 include about $9
million for the refurbishment of a retired natural gas unit and demand
side management program costs required to keep the Company's capacity
margins at acceptable levels through the five-year construction
forecast period. Also included in the projected expenditures is about
$15 million of initial construction costs for generating capacity
requirements after 1998.
Scheduled maturities of debt and preferred stock will total about
$1 million for 1994 and approximately $48 million for the five-year
period ending 1998. If economical, certain issues of debt may be
refinanced in 1994, and the Company may require additional funds to
purchase outstanding shares of common stock on the open market as part
of a $30 million buyback plan begun in 1991. No shares were purchased
in 1993 or 1992, but $6.6 million was used in 1991 to reacquire common
shares.
In 1993 about 90% of total construction requirements was funded
internally as compared to 70% in 1992 and 100% in 1991. Without the
costs of restructuring in 1993 and reconstruction costs required by
Hurricane Andrew in 1992, construction requirements in both years
would have been substantially funded with internally generated funds.
In 1994 and for the five-year period ending 1998, essentially all
construction requirements are expected to be funded internally. Other
capital requirements for 1993 and 1992 were funded by the issuance of
debt and in 1992 by the use of temporary investments.
CHANGES IN DEFERRED INCOME TAXES, PREPAYMENTS AND DEFERRED CHARGES
The increases in accumulated deferred taxes and the associated
increases in prepayments and deferred credits are primarily
attributable to the implementation of a new method of accounting for
income taxes. A new accounting standard, implemented January 1, 1993,
required the recognition of deferred taxes and regulatory assets and
liabilities for items which had not been previously recognized because
of ratemaking treatment. These regulatory assets and liabilities will
be realized over the accounting lives of the related properties to the
extent past ratemaking practices are continued by regulators.
RETAIL RATES
Retail rates, which are regulated by the LPSC, account for 95% of
total revenues. Fuel costs and monthly fuel adjustment billing factors
are subject to audit by the LPSC. The LPSC establishes base rates for
the Company which reflect nonfuel costs, including the cost of
capital, and sales. In the past the Company has sought increases in
base rates to reflect the cost of service related to plant facility
additions and increases in operating costs. If the Company were to
request an increase in its rates and adequate rate relief were not
granted on a timely basis, the Company's ability to attract capital at
reasonable costs to finance its operations and capital improvements
may be impaired.
The LPSC has elected to review the earnings of all electric, gas,
water and telecommunication utilities regulated by it to determine if
the returns on equity of these companies may be higher than returns
that might be awarded in the current economic environment. The Company
expects to be reviewed in early 1995 and believes its current return
on equity is in line with business conditions.
INFLATION
The Company is a capital-intensive electric utility. As such, it is
affected by inflation since depreciation, which is based on the
historical cost of assets, will in all likelihood not fully reflect
the cost of replacing assets. Although the cost of fuel used for
electric generation is a major component of total costs, the Company
is not exposed to the effects of inflation in fuel prices since fuel
costs are recovered from customers through fuel adjustment clauses.
NEW ACCOUNTING STANDARDS
On January 1, 1994, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 112, Employers' Accounting for
Postemployment Benefits, and
17
<PAGE>
SFAS No. 115, Accounting for Certain Investments in Debt and Equity.
The adoption of these standards will not have a significant effect on
the Company's financial condition or the results of its operations.
ENVIRONMENTAL MATTERS
The Company is subject to federal, state and local laws and
regulations with regard to protection of the environment. Violations
may result in substantial fines and penalties. To the best of management's
knowledge, the Company has obtained all environmental permits necessary
for its operations and is in substantial compliance with all applicable
environmental laws and regulations.
In 1986 the Company was one of a number of companies named by the
Environmental Protection Agency as potentially responsible parties for
the cleanup of a site in Missouri previously operated by an authorized
PCB (polychlorinated biphenyl) processor. The Company is
participating with other parties in the cleanup of this site and all
anticipated costs have been funded.
In 1993 McDermott, Inc. filed a third-party complaint in federal
court requesting that the Company and over 200 other entities be held
jointly and severally liable for the costs of removal and disposal of
chemicals at a site near Livingston, Louisiana. McDermott is also
seeking indemnification for possible damages, if any, resulting from a
class action suit filed against it alleging personal injuries caused
by substances delivered to the site from 1962 to 1984. The Company's
investigation found no evidence that it disposed of any wastes at the
site during that period, and in January 1994, the Company was
dismissed without prejudice from these proceedings.
The 1995 implementation of phase I of the 1990 National Clean Air
Act will not require the Company to reduce sulfur emissions at its
solid-fuel generating units, which either burn low-sulfur coal or
utilize pollution control equipment. However, the Company expects to
spend about $3 million to complete the installation of continuous
monitoring equipment on its generating units. Phase II of the
legislation, effective in 2000, involves more stringent limits on
emissions, which should not significantly affect the way the Company's
generating units are operated. However, some capital investment may
be necessary in order to comply with phase II requirements.
18
<PAGE>
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
FOR THE YEARS ENDED DECEMBER 31 1993 1992 1991
OPERATING REVENUES $382,433 $351,613 $343,350
Operating expenses
Fuel used for electric generation 119,197 113,944 114,431
Power purchased 28,088 9,647 4,515
Other operation 50,693 51,925 49,080
Restructuring charge 10,851
Maintenance 24,991 26,207 25,769
Depreciation 37,292 34,818 33,986
Other taxes 27,011 25,455 22,954
Federal and state income taxes 19,565 18,595 18,918
317,688 280,591 269,653
OPERATING INCOME 64,745 71,022 73,697
Interest income 358 1,937 2,649
Allowance for other funds used during
construction 2,556 1,412 642
Other income (expense), net (88) (642) (873)
INCOME BEFORE INTEREST CHARGES 67,571 73,729 76,115
Interest charges
Interest on debt and other 24,839 27,746 30,425
Allowance for borrowed funds used
during construction (482) (538) (357)
Amortization of debt discount,
premium and expense, net 1,402 1,282 1,118
25,759 28,490 31,186
NET INCOME 41,812 45,239 44,929
Preferred dividend requirements, net 1,985 2,229 1,972
NET INCOME APPLICABLE TO COMMON STOCK $ 39,827 $ 43,010 $ 42,957
AVERAGE SHARES OF COMMON STOCK
OUTSTANDING 22,350,475 22,279,852 22,361,852
NET INCOME PER AVERAGE COMMON SHARE $1.78 $1.93 $1.92
CASH DIVIDENDS PAID PER SHARE OF
COMMON STOCK $1.410 $1.370 $1.325
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS.
20
<PAGE>
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
AT DECEMBER 31 1993 1992
ASSETS
Utility plant
Property, plant and equipment $ 1,241,147 $ 1,178,273
Accumulated depreciation (379,753) (356,659)
861,394 821,614
Construction work-in-progress 33,642 57,342
Total utility plant, net 895,036 878,956
Investments and other assets 20,197 23,771
Current assets
Cash and cash equivalents 5,802 1,798
Accounts receivable, net
Customer 3,981 1,280
Other 6,720 6,766
Unbilled revenues 1,506 1,122
Fuel inventory, at average cost 11,898 8,215
Material and supplies inventory,
at average cost 14,007 12,495
Prepayments and other 2,218 1,724
Total current assets 46,132 33,400
Prepayments and deferred charges 162,196 37,349
Accumulated deferred federal and
state income taxes 38,074 4,744
$ 1,161,635 $ 978,220
CAPITALIZATION AND LIABILITIES
Common shareholders' equity
Common stock, $2 par value,
authorized 50,000,000 shares,
issued 22,708,874 and
22,634,081 shares at December
31, 1993 and 1992, respectively $ 45,418 $ 45,268
Premium on capital stock 112,829 111,811
Retained earnings 200,908 192,637
Treasury stock, at cost, 326,380
and 328,334 shares at December
31, 1993 and 1992, respectively (6,600) (6,639)
352,555 343,077
Preferred stock not subject to
mandatory redemption 30,982 31,023
Preferred stock subject to mandatory
redemption 7,242 7,400
Deferred compensation related to
preferred stock held by ESOP (26,118) (28,306)
Long-term debt 351,087 310,814
Total capitalization 715,748 664,008
Commitments and contingencies (Notes
C, E, F, I and K)
Current liabilities
Short-term debt 28,373 63,870
Long-term debt due within one
year 790 649
Accounts payable 40,653 42,216
Customer deposits 18,638 17,771
Taxes accrued 5,069 2,697
Interest accrued 8,329 7,285
Accumulated deferred fuel 5,315 3,446
Other 2,355 2,637
Total current liabilities 109,522 140,571
Deferred credits
Accumulated deferred federal and
state income taxes 224,151 116,690
Accumulated deferred investment
tax credits 36,806 38,632
Other 75,408 18,319
Total deferred credits 336,365 173,641
$ 1,161,635 $ 978,220
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS.
21
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
FOR THE YEARS ENDED DECEMBER 31 1993 1992 1991
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $41,812 $45,239 $44,929
Adjustments to reconcile net income
to net cash provided by operating
activities
Depreciation and amortization 37,940 36,299 35,335
Allowance for funds used during
construction (3,038) (1,950) (999)
Amortization of investment tax
credits (1,826) (1,830) (1,814)
Deferred income taxes 1,327 10,826 6,131
Deferred fuel costs 1,869 (1,057) 748
Restructuring charge 7,135
GAIN ON DISPOSITION OF UTILITY
PLANT, NET (66)
Changes in assets and
liabilities
Accounts receivable (2,655) (6,832) 2,506
Unbilled revenues (384) (753) 1,810
Inventories (5,195) (410) 4,930
Accounts payable (2,014) 4,250 (514)
Customer deposits 867 872 722
Taxes accrued 2,372 (2,456) (503)
Interest accrued 1,044 (1,511) 864
Other, net (3,075) (5,010) (4,596)
Net cash provided by
operating activities 76,179 75,611 89,549
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to utility plant (51,507) (64,425) (54,918)
Allowance for funds used during
construction 3,038 1,950 999
Sale of utility plant 377 673 522
Proceeds from long-term note
receivable 9,808
Purchase of investments (292,178) (527,754) (375,548)
Sale of investments 296,658 562,933 336,919
Net cash used in investing
activities (43,612) (16,815) (92,026)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 1,160 795 864
Repurchase of common stock (6,645)
Issuance of preferred stock 30,000
Redemption of preferred stock (150) (5,881) (513)
Issuance of long-term debt 75,000 75,000 111,260
Retirement of long-term debt (35,583) (106,139) (61,899)
Purchase of ESOP note (29,350)
Increase (decrease) in short-term
debt, net (35,497) 38,805 (39,272)
Dividends paid on common and
preferred stock, net (33,493) (32,146) (31,622)
Net cash provided by (used
in) financing activities (28,563) (58,916) 2,173
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 4,004 (120) (304)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR 1,798 1,918 2,222
CASH AND CASH EQUIVALENTS AT END OF
YEAR $ 5,802 $ 1,798 $ 1,918
Supplementary cash flow information
Interest paid (net of amount
capitalized) $24,116 $28,748 $28,354
Income taxes paid $17,326 $11,015 $14,500
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS.
22
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF CHANGES IN COMMON SHAREHOLDERS' EQUITY
<CAPTION>
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
PREMIUM
FOR THE YEARS ENDED DECEMBER 31, COMMON STOCK ON CAPITAL RETAINED TREASURY STOCK
1991, 1992, AND 1993 SHARES AMOUNT STOCK EARNINGS SHARES COST
<S> <C> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1991 22,498,502 $ 44,997 $ 110,411 $ 166,962
Redemptions of preferred stock 93
Incentive stock options exercised 71,910 144 720
Repurchases of common stock 328,600 $ 6,645
Dividend requirements, preferred
stock, net (1,972)
Cash dividends paid, common stock,
$1.325 per share (29,650)
Net income 44,929
BALANCE, DECEMBER 31, 1991 22,570,412 45,141 111,224 180,269 328,600 6,645
Redemptions of preferred stock (81)
Incentive stock options exercised 63,669 127 668
Issuance of treasury stock (266) (6)
Costs associated with stock split (116)
Dividend requirements, preferred
stock, net (2,229)
Cash dividends paid, common stock,
$1.370 per share (30,526)
Net income 45,239
BALANCE, DECEMBER 31, 1992 22,634,081 45,268 111,811 192,637 328,334 6,639
Redemptions of preferred stock 8
Incentive stock options exercised 74,793 150 1,010
Issuance of treasury stock (1,981) (40)
Incentive shares forfeited 27 1
Capital stock expense (48)
Dividend requirements, preferred
stock, net (1,985)
Cash dividends paid, common stock,
$1.410 per share (31,508)
Net income 41,812
BALANCE DECEMBER 31, 1993 22,708,874 $ 45,418 $ 112,829 $ 200,908 326,380 $ 6,600
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS.
23
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRESENTATION AND REGULATION
The consolidated financial statements include the accounts of Central
Louisiana Electric Company, Inc. (the Company) and its wholly owned
subsidiaries.
The Company maintains its accounts in accordance with the Uniform
System of Accounts prescribed for electric utilities by the Federal
Energy Regulatory Commission (FERC), as adopted by the Louisiana
Public Service Commission (LPSC). The Company provides electric
service to a diversified base of residential, commercial and
industrial customers in 23 parishes of Louisiana. The Company's
retail rates for residential, commercial and industrial customers and
other retail sales are regulated by the LPSC, and its rates for
transmission services and wholesale power sales are regulated by the
FERC.
UTILITY PLANT AND DEPRECIATION
Utility plant is stated at the original cost of construction, which
includes certain materials, labor, payroll taxes and benefits,
administrative and general costs, and the estimated cost of funds used
during construction. The cost of repairs and minor replacements is
charged as incurred to the appropriate operating expense and clearing
accounts. The cost of improvements is capitalized. Upon retirement
or disposition, the recorded cost of depreciable plant and the cost of
removal, net of salvage value, are charged to accumulated
depreciation.
The provision for depreciation is computed using the
straight-line method at rates which will amortize the unrecovered cost
of depreciable property over its estimated useful life. Annual
depreciation provisions expressed as a percentage of average
depreciable property were 3.11% for 1993, 3.13% for 1992 and 3.15% for
1991.
CASH EQUIVALENTS
The Company considers highly liquid, marketable securities and other
similar instruments with original maturity dates of less than three
months to be cash equivalents.
INCOME TAXES
Deferred income taxes are provided at the current enacted income tax
rate on all temporary differences between tax and book bases of assets
and liabilities. The Company recognizes regulatory assets and
liabilities for the tax effect of temporary differences which, to the
extent past ratemaking practices are continued by regulators, will be
realized over the accounting lives of the related properties.
INVESTMENT TAX CREDITS
Investment tax credits which were deferred for financial statement
purposes are amortized to income over the estimated service lives of
the properties which gave rise to the credits.
DEBT EXPENSE, PREMIUM AND DISCOUNT
Expense, premium and discount applicable to debt securities are being
amortized to income ratably over the lives of the related issues.
Expense and call premium related to refinanced debt are amortized over
the remaining life of the original issue.
REVENUES AND FUEL COSTS
Revenues from sales of electricity are recognized based upon the
amount of energy delivered. The cost of fuel is recovered from
customers through fuel adjustment clauses, based upon fuel costs
incurred in prior months. These adjustments are subject to audit and
final determination by regulators.
ALLOWANCE FOR FUNDS USED DURING CONSTRUCTION (AFUDC)
The capitalization of AFUDC is a utility accounting practice
prescribed by the FERC. AFUDC represents the estimated cost of
financing construction work-in-progress. AFUDC does not represent a
current source of cash, but under regulatory practices, a return on
and recovery of AFUDC is permitted in setting rates charged for
utility services. The composite AFUDC rate used for 1993 was 15.1% on
a pre-tax basis (9.29% on a net-of-tax basis) and was 9.35% on a
net-of-tax basis for 1992 and 1991.
NET INCOME PER COMMON SHARE
Net income per common share has been computed using the weighted
average number of shares of common stock outstanding during the year.
Common stock equivalents during the three-year period ended 1993 had
no material annual dilutive effect on net income per common share.
For 1994 the Company expects the effects of the Incentive Stock Option
Plan and the Employee Stock Ownership Plan (ESOP) will dilute earnings
per share by about 3%-4%. All prior-period share and per share amounts
have been restated for a two-for-one stock split in May 1992.
RECLASSIFICATIONS
Certain prior-period amounts have been reclassified to conform with
the presentation shown in the current year's consolidated financial
statements. These reclassifications had no effect on net income
applicable to common stock or common shareholders' equity.
24
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE B JOINTLY OWNED GENERATING UNITS
Two electric generating units operated by the Company are jointly
owned with other utilities. The Company's proportionate share of
operation and maintenance expenses associated with these two units are
reflected in the financial statements. Information about each of
these units at December 31, 1993, was as follows:
(DOLLAR AMOUNTS IN THOUSANDS)
RODEMACHER DOLET HILLS
UNIT #2 UNIT #1
Percentage of ownership 30% 50%
Utility plant in service* $ 84,631 $ 268,846
Accumulated depreciation $ 29,028 $ 61,527
Unit capability (thousand kilowatts) 523.0 650.0
Share of capability (thousand
kilowatts) 156.9 325.0
* INCLUDES GENERATING PLANT AND RELATED TRANSMISSION AND OTHER FACILITIES
NOTE C RECEIVABLES
The Company sells an ownership interest in certain types of accounts
receivable and a portion of accrued but unbilled revenues. A maximum
of $35,000,000 of receivables may be sold at any time, and new
receivables are sold as previously sold receivables are collected.
The Company is obligated to repurchase a limited amount of receivables
if such receivables were to become uncollectible. The Company
maintains an allowance for uncollectible accounts based on historical
experience against which losses on all receivables are charged.
Information about the sale of accounts receivable for 1993 and 1992 is
as follows:
(IN THOUSANDS)
1993 1992
Receivables sold but not collected* $ 35,000 $ 35,000
Average amount of receivables sold $ 34,366 $ 33,373
Costs charged to operating expense $ 1,311 $ 1,472
Receivables subject to repurchase* $ 3,374 $ 3,438
Accumulated provision for
uncollectible accounts* $ 537 $ 779
* AT YEAR END
NOTE D FAIR VALUE OF FINANCIAL INSTRUMENTS
The amounts reflected in the financial statements at December 31, 1993
and 1992, for cash and cash equivalents, accounts receivable, accounts
payable and short-term debt approximate fair value because of their
short-term nature. The fair value of investments at December 31, 1993
and 1992, is estimated based on quoted market prices for these or
similar investments. The fair value of the Company's long-term debt
and nonconvertible preferred stock is estimated based upon the quoted
market price for the same or similar issues or by a discounted present
value analysis of future cash flows using current rates obtainable by
the Company for debt and preferred stock with similar maturities. The
fair value of convertible preferred stock is estimated assuming its
conversion into common stock at the market price per common share at
December 31, 1993 and 1992, with proceeds from the sale of the common
stock used to repay the principal balance of the Company's loan to the
ESOP.
<TABLE>
<CAPTION>
(IN THOUSANDS)
1993 1992
CARRYING ESTIMATED CARRYING ESTIMATED
VALUE FAIR VALUE VALUE FAIR VALUE
<S> <C> <C> <C> <C>
Investments $ 19,572 $ 19,657 $ 23,358 $ 23,358
Long-term debt $ 352,391 $ 379,127 $ 312,040 $ 332,727
Preferred stock not subject to
Mandatory redemption $ 4,864 $ 8,165 $ 2,717 $ 5,981
Preferred stock subject to mandatory
redemption $ 7,242 $ 5,978 $ 7,400 $ 5,741
</TABLE>
25
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE E DEBT
The Company has a $100,000,000 revolving credit facility with a group
of banks that provides for uncollateralized borrowings at prevailing
market interest rates or at interest rates established by competitive
bids. Each year, subject to the approval of the banks, the facility
may be extended for a one-year period. In 1993 the scheduled
expiration date of the facility was extended for one year to July 31,
1996. The Company pays a commitment fee (currently 0.1875%) on the
full amount of the facility, based upon the Company's lowest senior
secured debt or unsecured commercial paper rating. The Company is not
required to maintain compensating balances in connection with the
revolving credit facility. Since the revolving credit facility
provides liquidity support for the issuance of commercial paper, the
aggregate amount of commercial paper notes and borrowings under the
revolving credit facility cannot exceed $100,000,000. In addition to
its revolving credit facility, the Company also has various
uncommitted borrowing arrangements with banks totaling $23,000,000.
The banks are not obligated to lend under these arrangements, and any
borrowings are made at negotiated interest rates and are
uncollateralized. The Company pays no fees on any of these
arrangements, nor are compensating balances required.
Debt at December 31, 1993 and 1992, consisted of the following:
(IN THOUSANDS)
1993 1992
Short-term debt
Commercial paper, net $ 25,073 $ 57,870
Bank loans 3,300 6,000
Total short-term debt $ 28,373 $ 63,870
Long-term debt
First mortgage bonds
Series L, 5%, due 1995 $ 14,000 $ 14,000
Series M, 7 3/4%, due 1999 12,000
Series P, 7 3/4%, due 2002 12,000
Series X, 9 1/2%, due 2005 60,000 60,000
Series Y, 9 5/8%, due 2021 50,000 50,000
Pollution control revenue bonds,
variable rate, due 2018 61,260 61,260
Medium-term notes
10.05%, due 2001 10,000
9.13%, due 1997 15,000 15,000
7.85%, due 2000 25,000 25,000
7.53%, due 2004 25,000 25,000
7.00%, due 2003 10,000 10,000
6.90%, due 1998 15,000 15,000
5.90%, due 1999 10,000
6.55%, DUE 2003 15,000
6.33%, DUE 2002 25,000
5.78%, DUE 2001 10,000
6.20%, DUE 2006 15,000
MORTGAGE NOTES, 2%, DUE 1994-1995 346 545
Capitalized lease obligations,
5.40% - 6.875%, due 1994-2001 1,785 2,235
352,391 312,040
Amount due within one year (790) (649)
Unamortized premium and discount,
net (514) (577)
Total long-term debt $ 351,087 $ 310,814
In 1991 the ESOP borrowed funds needed to purchase convertible
preferred stock of the Company, and the Company guaranteed the
repayment of the loan. The Company subsequently purchased the balance
of the loan. The purchased ESOP note offsets the Company's guarantee
of the ESOP's loan. The ESOP makes debt service payments to the
Company from dividends received on the Company's convertible preferred
stock and, if necessary, from additional contributions by the Company
in amounts sufficient to satisfy debt service requirements.
Long-term debt due within one year includes $140,000 of annual
sinking fund requirements associated with the Company's first mortgage
bonds, which the Company may elect to satisfy by pledging property
additions in accordance with the indenture under which substantially
all of the Company's utility plant is pledged as collateral.
The amounts payable under long-term debt agreements over the next
five years and thereafter are as follows:
<TABLE>
<CAPTION>
(IN THOUSANDS)
1994 1995 1996 1997 1998 Thereafter Total
<S> <C> <C> <C> <C> <C> <C> <C>
Amount payable under long-term debt
agreements $ 790 $ 14,536 $ 535 $ 15,250 $ 15,005 $ 306,275 $ 352,391
</TABLE>
26
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE F COMMON STOCK
In April 1992 shareholders approved a two-for-one split of the
Company's common stock. The stock split reduced the par value of the
common stock from $4.00 per share to $2.00 per share and increased the
number of authorized shares of common stock from 25,000,000 shares to
50,000,000 shares.
In association with incentive compensation plans in effect during
the three-year period ended 1993, certain officers and key employees
could be awarded shares of restricted or unrestricted common stock or
held options to purchase shares of the Company's common stock at 100%
of the fair market value of the common stock at the dates the options
were granted. The cost of the restricted stock awards, as measured by
the fair market value of the common stock at the time of the grant, is
recorded as compensation expense during the periods in which the
restrictions on the common stock lapse. The Company makes no charge to
expense with respect to the options. At December 31, 1993, all
options were exercisable, while the number of shares of restricted
stock previously awarded for which restrictions had not lapsed totaled
20,546 shares. Changes in incentive shares for the three-year period
ended 1993 were as follows:
<TABLE>
<CAPTION>
INCENTIVE SHARES
OPTION PRICE UNEXERCISED AVAILABLE FOR
PER SHARE OPTION SHARES FUTURE GRANTS
<S> <C> <C> <C>
Balance, January 1, 1991 282,802 843,350
Options exercised $ 7.00 (11,800)
$8.875 (17,990)
$14.75 (42,120)
Options expired and returned to plan $14.75 (2,000) 2,000
Expiration of 1981 stock option plan (45,350)
Restricted stock granted (8,774)
Balance, December 31, 1991 208,892 791,226
Options exercised $ 7.00 (900)
$8.875 (25,668)
$14.75 (30,201)
$16.78 (6,900)
Restricted stock granted (6,994)
Balance, December 31, 1992 145,223 784,232
Options exercised $8.875 (6,118)
$14.75 (35,275)
$16.78 (33,400)
Restricted stock granted (10,320)
Restricted stock forfeited 27
Incentive stock awarded (2,624)
BALANCE, DECEMBER 31, 1993 70,430 771,315
</TABLE>
Various debt agreements of the Company contain covenants which
restrict the amount of retained earnings that may be distributed as
dividends to common shareholders. The most restrictive covenant
requires that common shareholders' equity be not less than 30% of
total capitalization, including short-term debt. At December 31,
1993, approximately $129,000,000 of retained earnings was not
restricted.
NOTE G SUPPLEMENTARY PROFIT AND LOSS INFORMATION
(IN THOUSANDS)
1993 1992 1991
Operating revenue derived from one
customer $ 29,731 $ 29,193 $ 28,969
Other taxes included in income
statement $ 27,011 $ 25,455 $ 22,954
Other taxes capitalized to plant 882 775 684
Total other taxes $ 27,893 $ 26,230 $ 23,638
Other taxes consist of:
State and municipal property $ 14,174 $ 13,086 $ 11,901
State and municipal franchise 9,443 9,066 7,800
Other 4,276 4,078 3,937
Total other taxes $ 27,893 $ 26,230 $ 23,638
27
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE H PREFERRED STOCK
Information about the components of preferred stock capitalization is
as follows:
<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
BALANCE BALANCE BALANCE
JANUARY 1, DECEMBER 31, DECEMBER 31,
1991 Change 1991 Change 1992 Change
<S> <C> <C> <C> <C> <C> <C>
CUMULATIVE PREFERRED STOCK, $100 par
value
NOT SUBJECT TO MANDATORY REDEMPTION
4.50% $ 1,055 $ (26) $ 1,029 $ 1,029
Convertible, series of 1991,
variable rate 30,000 30,000 $ (6) 29,994 $ (41)
$ 1,055 $ 29,974 $ 31,029 $ (6) $ 31,023 $ (41)
SUBJECT TO MANDATORY REDEMPTION
4.50%, Series of 1955 $ 600 $ (40) $ 560 $ (40) $ 520 $ (40)
4.65%, Series of 1964 3,780 (140) 3,640 (140 3,500
4.75%, Series of 1965 3,640 (130) 3,510 (130) 3,380 (118)
7.50%, Series of 1973 5,760 (270) 5,490 (5,490)
$ 13,780 $ (580) $ 13,200 $(5,800) $ 7,400 $ (158)
Deferred compensation related to
convertible preferred stock held by
the ESOP $(29,291) $(29,291) $ 985 $(28,306) $2,188
CUMULATIVE PREFERRED STOCK, $100 par
value
Number of Shares
Authorized 1,483,800 (5,400) 1,478,400 (57,600) 1,420,800 (1,181)
Issued and Outstanding 148,345 293,943 442,288 (58,056) 384,232 (1,994)
CUMULATIVE PREFERRED STOCK, $25 par
value
Number of Shares
Authorized 3,000,000 3,000,000 3,000,000
Issued and Outstanding -- -- -- --
<CAPTION>
BALANCE
DECEMBER 31, 1993
<S> <C>
CUMULATIVE PREFERRED STOCK, $100 par
value
NOT SUBJECT TO MANDATORY REDEMPTION
4.50% $ 1,029
Convertible, series of 1991,
variable rate 29,953
$ 30,982
SUBJECT TO MANDATORY REDEMPTION
4.50%, Series of 1955 $ 480
4.65%, Series of 1964 3,500
4.75%, Series of 1965 3,262
7.50%, Series of 1973
$ 7,242
Deferred compensation related to
convertible preferred stock held by
the ESOP $(26,118)
CUMULATIVE PREFERRED STOCK, $100 par
value
Number of Shares
Authorized 1,419,619
Issued and Outstanding 382,238
CUMULATIVE PREFERRED STOCK, $25 par
value
Number of Shares
Authorized 3,000,000
Issued and Outstanding --
</TABLE>
In 1991 the Company sold 300,000 shares of convertible preferred
stock to an ESOP. The dividend rate on the preferred stock was 8.125%
in 1993 and 1992. Each share of preferred stock is convertible into 4.8
shares of common stock. The amount of total capitalization reflected
in the 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. The
amount shown in the financial statements for preferred dividend
requirements in 1993, 1992 and 1991 has been reduced by $840,000,
$919,000 and $680,000, respectively, to reflect the benefit of the
income tax deduction for dividend requirements on unallocated shares
held by the ESOP.
Preferred stock, other than the convertible preferred stock held
by the ESOP, is redeemable at the Company's option, subject to 30
days' prior written notice to holders. Preferred stock subject to
mandatory redemption is redeemable annually through sinking funds or
purchase funds at prices of not more than $100 per share until all
shares have been redeemed. The convertible preferred stock is
redeemable at any time upon the occurrence of certain events and,
after April 1, 1996, is redeemable at the Company's option. If the
Company were to elect to redeem the convertible preferred shares,
shareholders may elect to receive the optional redemption price or
convert the preferred shares into common stock. The redemption
provisions for the various series of preferred stock are shown in the
following table.
<TABLE>
<CAPTION>
OPTIONAL REDEMPTION MANDATORY REDEMPTION
PRICE PER NUMBER OF PRICE PER
SERIES SHARE SHARES ANNUALLY SHARE
<S> <C> <C> <C>
4.50% $ 101 -- --
4.50%, Series of 1955 $ 102 400 $ 100
4.65%, Series of 1964 $ 102 1,400 $ 100
4.75%, Series of 1965 $ 100 1,300 $ 100
Convertible, Series of 1991 -- --
Through April 1, 1996 $107.3125 to $104.875
Thereafter $ 104.0625 to $100
</TABLE>
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 preferred
shareholders are entitled to receive the redemption price per share
applicable at the time such liquidation occurs plus any accrued
dividends. In 1993 no shares of the 4.65%, Series of 1964 preferred
stock were tendered by shareholders in response to the Company's
offers to purchase shares in satisfaction of the annual purchase fund
redemption requirement; the Company's offers to purchase shares of the
4.75%, Series of 1965 preferred stock were accepted only in part by
shareholders.
28
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE I PENSION PLAN AND EMPLOYEE BENEFITS
Substantially all employees are covered by a noncontributory, defined
benefit pension plan. Benefits under the plan reflect an employee's
years of service, age at retirement and highest total average
compensation for any consecutive five calendar years during the last
ten years of employment with the Company. The Company's policy is to
fund contributions to the employee pension plan based upon actuarial
computations utilizing the projected unit credit method, subject to
the Internal Revenue Service full funding limitation. Consistent with
regulatory accounting practices prior to 1993, the Company recognized
a regulatory adjustment to accrued pension costs so that pension
expense was equal to the amount funded. No contributions to the
pension plan were required during the three-year period ended 1993.
Effective January 1, 1993, the Company began accounting for its
pension plan on an accrual basis for ratemaking purposes with the
approval of the LPSC staff. Additionally, the previously recorded
regulatory asset is being amortized to income over a five-year period,
subject to review by the LPSC in future proceedings. The components of
pension expense and the actuarial assumptions for the three-year
period ended 1993 were as follows:
(IN THOUSANDS)
1993 1992 1991
Service costs for benefits earned
during the period $ 2,559 $ 2,422 $ 2,237
Interest costs on projected benefit
obligation 5,674 5,206 4,578
Actual gain on assets (8,164) (4,175) (22,866)
Special termination benefits 3,903 -- --
Net amortization and deferral (1,109) (4,490) 15,075
Net pension benefit cost 2,863 (1,037) (976)
Regulatory adjustment -- (1,037) 976
Net pension cost expensed $ 2,863 $ 0 $ 0
Actuarial assumptions
Weighted average discount rate 7.00% 8.50% 7.75%
Rate of increase in future
compensation 5.00% 6.40% 6.40%
Rate of return on plan assets 9.50% 9.50% 9.50%
Employee pension plan assets are invested in publicly traded
domestic common stocks, U.S. government, federal agency and corporate
obligations, an international equity fund, commercial real estate
funds and pooled temporary investments.
The employee pension plan's funded status as determined by the
actuary at December 31, 1993 and 1992, is presented in the following
table.
(IN THOUSANDS)
1993 1992
Actuarial present value of benefit
obligation
Vested benefits $ (68,463) $ (49,037)
Nonvested benefits (3,038) (2,562)
Accumulated benefit obligation (71,501) (51,599)
Effect of projected future
compensation levels (14,547) (15,966)
Projected benefit obligation for
service rendered to date (86,048) (67,565)
Plan assets at fair market value 105,105 101,540
Plan assets in excess of projected
benefit obligation 19,057 33,975
Unamortized transition asset (13,214) (14,531)
Unrecognized net gain (2,980) (19,444)
Accrued pension asset $ 2,863 $ 0
29
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE I (continued)
Substantially all employees are eligible to participate in a
savings and investment plan (401(k) Plan). The Company makes matching
contributions to 401(k) Plan participants by allocating shares of
convertible preferred stock held by the ESOP. Compensation expense
related to the 401(k) Plan is based upon the value of shares of
preferred stock allocated to ESOP participants, and the amount of
interest incurred by the ESOP, less dividends on unallocated shares
held by the ESOP. Prior to the establishment of the ESOP, matching
contributions to the 401(k) Plan were made by the Company in cash.
The table below contains information about the 401(k) Plan and the
ESOP for the three-year period ended 1993.
(IN THOUSANDS)
1993 1992 1991
401(k) Plan expense $ 1,449 $ 870 $ 1,109
Dividend requirements to ESOP on
convertible preferred stock $ 2,434 $ 2,436 $ 1,808
Interest incurred by ESOP on its
indebtedness $ 2,079 $ 1,535 $ 1,374
Company contributions to ESOP $ 1,270 $ 325 $ 22
The Company's retirees and their dependents are eligible to
receive health, dental and life insurance benefits. Prior to 1993 the
Company recognized the cost of postretirement benefits as claims were
paid, which was approximately $764,000 in 1992 and $552,000 in 1991.
In 1993 the Company began recognizing the expected cost of these
benefits during the periods in which the benefits are earned.
The components of net postretirement benefit cost for 1993 were
as follows:
(IN THOUSANDS)
Service costs for benefits earned in 1993 $ 507
INTEREST COSTS 1,010
AMORTIZATION OF TRANSITION OBLIGATION 572
PLAN CURTAILMENT COST 441
RECOGNITION OF PRIOR SERVICE COSTS 1,512
NET POSTRETIREMENT BENEFIT COST $ 4,042
The financial status of the postretirement benefit plan at
December 31, 1993, as determined by the actuary is presented in the
following table.
(IN THOUSANDS)
Accumulated benefit obligation
Retirees $ 10,600
FULLY ELIGIBLE PARTICIPANTS 1,181
OTHER ACTIVE PARTICIPANTS 3,070
TOTAL ACCUMULATED BENEFIT OBLIGATION 14,851
UNAMORTIZED TRANSITION OBLIGATION (9,753)
UNRECOGNIZED LOSS (1,697)
ACCRUED UNFUNDED POSTRETIREMENT
BENEFIT LIABILITY $ 3,401
Effective October 1, 1993, the Company revised certain actuarial
assumptions used in the computation of postretirement benefit expense,
which resulted in an unrecognized gain of $961,000. The unrecognized
gain was subsequently eliminated against the increase in
postretirement benefit costs due to the curtailment associated with
the restructuring.
The assumed health care cost trend rate used to measure the
expected cost of benefits was 10% in 1993, declining to 5.5% by 2006
and remains at 5.5% thereafter. If the health care cost trend rate
assumptions were increased by 1%, the accumulated benefit obligation
would be $15,310,000 at December 31, 1993, and the aggregate of the
service and interest cost components of the net periodic cost of
health care benefits would be $1,552,000 annually. The weighted
average assumed discount rate used to measure the accumulated benefit
obligation was changed from 8.5% to 7% in 1993 and resulted in an
unrecognized loss.
In 1993 the Company's organizational structure was streamlined.
The resulting reduction in staff was achieved through enhanced early
retirement and voluntary severance programs. The restructuring charge,
which totaled $10,851,000, included $3,903,000 for special pension
termination benefit costs, $1,953,000 for net postretirement plan
curtailment costs, and $4,995,000 for voluntary severance, relocation
and other costs.
Beginning in 1994, the Company will recognize the cost of
providing postemployment benefits, primarily an insurance deductible
associated with an employee disability plan, when incurred. The
estimated liability recognized effective January 1, 1994, was
approximately $109,000.
30
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE J INCOME TAXES
Federal income tax expense for the three-year period ended 1993 is
less than the amount computed by applying the statutory federal rate
to book income before tax as follows:
<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT FOR %)
1993 1992 1991
AMOUNT % Amount % Amount %
<S> <C> <C> <C> <C> <C> <C>
Book income before tax $ 61,377 100.0 $ 63,834 100.0 $ 63,847 100.0
Tax at statutory rate on book income
before tax $ 21,482 35.0 $ 21,704 34.0 $ 21,708 34.0
Increase (decrease):
Tax effect of AFUDC (1,063) (1.7) (663) (1.0) (340) (0.5)
Amortizaton of investment tax
credits (1,827) (2.9) (1,830) (2.9) (1,836) (2.9)
Tax effect of prior-year tax
benefits not deferred 444 0.7 297 0.5 383 0.6
Other, net (2,194) (3.6) (2,263) (3.6) (3,185) (5.0)
Total federal income tax expense 16,842 27.5 17,245 27.0 16,730 26.2
Current state income tax expense 2,723 4.4 1,350 2.1 2,188 3.4
Total federal and state income tax
expense $ 19,565 31.9 $ 18,595 29.1 $ 18,918 29.6
</TABLE>
Information about current and deferred income tax expense is as follows:
(IN THOUSANDS)
1993 1992 1991
Current federal income tax expense $ 17,342 $ 8,249 $ 12,413
Deferred federal income tax expense 1,327 10,826 6,131
Amortization of accumulated deferred
investment tax credits (1,827) (1,830) (1,814)
Total federal income tax expense 16,842 17,245 16,730
Current state income tax expense 2,723 1,350 2,188
Total federal and state income tax
expense $ 19,565 $ 18,595 $ 18,918
Deferred federal income tax expense
attributable to:
Depreciation $ 5,022 $ 4,852 $ 4,815
Storm damages 414 4,801 (61)
Asset basis differences (882) 380 1,243
Employee benefits (2,074) -- --
Fuel costs (620) 407 302
Other (533) 386 (168)
Total deferred federal income tax
expense $ 1,327 $ 10,826 $ 6,131
Cumulative net amounts of timing
differences for which
deferred federal income taxes have
not been provided -- $ 21,480 $ 22,880
The balance of accumulated deferred federal and state income tax assets and
liabilities at December 31, 1993, was comprised of the tax effect of the
following:
(IN THOUSANDS)
Asset Liability
Depreciation and property basis
differences $ 4,974 $ 117,087
Allowance for funds used during
construction -- 42,110
Investment tax credits 23,116 --
Other 9,984 64,954
Accumulated deferred federal and
state income taxes $ 38,074 $ 224,151
In 1993 there was no material effect on the Company's results of
operations from the implementation of the new accounting standard for
income taxes or the increase in the federal corporate income tax rate.
The implementation of the new standard increased deferred tax
liabilities by $96,000,000, which was offset by an increase in AFUDC
of $40,000,000 and an increase in regulatory assets of $56,000,000.
Additionally, deferred tax assets of $42,000,000, and a corresponding
regulatory liability, were recognized. Regulatory assets and
liabilities will be realized over the accounting lives of the related
properties to the extent past ratemaking practices are continued by
regulators. Prior to 1993 deferred federal and state taxes were not
provided for these temporary differences due to their treatment for
ratemaking purposes.
31
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE K COMMITMENTS AND CONTINGENCIES
In connection with its construction program and general operations,
the Company had outstanding commitments of approximately $31,000,000
at December 31, 1993. Additionally, the Company has entered into
various long-term contracts for the procurement of lignite, coal and
natural gas to fuel its generating stations. Most of these contracts
contain provisions of price escalation, minimum purchase levels or
other financial commitments.
The Company's electric rates include fuel adjustment clauses to
enable the Company to recover from customers the cost of generating
fuel. These adjustments are subject to audit and final determination
by regulatory authorities.
The Company has accrued for liabilities to third parties,
environmental claims, employee medical benefits, storm damages and
deductibles under insurance policies which it maintains on major
properties, primarily generating stations and transmission
substations. Consistent with regulatory treatment, annual charges to
operating expense to provide a reserve for future storm damages are
based upon the average amount of noncapital, uninsured storm damages
experienced by the Company during the previous five years.
In the ordinary course of business, the Company becomes involved
in various lawsuits, claims, environmental actions and governmental or
regulatory proceedings. Management, after consultation with legal
counsel, does not expect that any liability which may arise out of any
asserted or unasserted claim would have a material effect on the
Company's financial position or results of operations.
NOTE L MISCELLANEOUS FINANCIAL INFORMATION (UNAUDITED)
Quarterly information for 1993 and 1992 is shown below.
<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT
PER SHARE AMOUNTS)
1993
1ST 2ND 3RD 4TH
QUARTER QUARTER QUARTER QUARTER
<S> <C> <C> <C> <C>
Operating revenues $ 75,448 $ 92,070 $ 126,110 $ 88,805
Operating income $ 12,761 $ 17,523 $ 20,252 $ 14,209
Net income applicable to common stock $ 7,024 $ 11,545 $ 13,665 $ 7,594
Net income per average common share $ .31 $ .52* $ .61* $ .34
Dividends paid per common share $ .345 $ .355 $ .355 $ .355
Market price per share
High $ 25 3/8 $ 26 3/4 $ 27 1/8 $ 27
Low $ 23 1/2 $ 24 3/4 $ 25 1/4 $ 23
* FOR THE THREE MONTHS ENDED JUNE 30 AND SEPTEMBER 30, 1993, FULLY-DILUTED NET
INCOME PER AVERAGE COMMON SHARE WAS $.50 AND $.59, RESPECTIVELY. THERE WAS NO
MATERIAL DILUTIVE EFFECT ON AN ANNUAL BASIS.
<CAPTION>
1992
1ST 2ND 3RD 4TH
QUARTER QUARTER QUARTER QUARTER
<S> <C> <C> <C> <C>
Operating revenues $ 75,838 $ 85,662 $ 105,728 $ 84,385
Operating income $ 14,108 $ 19,159 $ 225,549 $ 12,206
Net income applicable to common stock $ 6,518 $ 11,764 $ 18,482 $ 6,246
Net income per average common share $ .29 $ .53 $ .83* $ .28
Dividends paid per common share $ .335 $ .345 $ .345 $ .345
Market price per share
High $ 2415/16 $ 26 1/4 $ 25 5/8 $ 24 3/4
Low $ 22 3/4 $ 23 1/8 $ 23 3/8 $ 23
</TABLE>
* FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1992, FULLY-DILUTED NET INCOME PER
AVERAGE COMMON SHARE WAS $.80. THERE WAS NO MATERIAL DILUTIVE EFFECT ON AN
ANNUAL BASIS.
The Company's common stock is listed for trading on the New York
and Pacific stock exchanges under the ticker symbol CNL. The
Company's preferred stock is not listed on any stock exchange. On
December 31, 1993, the Company had 12,946 common and 232 preferred
shareholders, as determined from the records of the transfer agent.
On January 21, 1994, the Company's Board of Directors declared a
quarterly dividend of 35 1/2 cents per share payable February 15, 1994,
to common shareholders of record January 31, 1994.
32
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of Central Louisiana
Electric Company, Inc.
We have audited the accompanying consolidated balance sheets of
Central Louisiana Electric Company, Inc. as of December 31, 1993 and
1992, and the related consolidated statements of income, cash flows
and changes in common shareholders' equity for each of the three years
in the period ended December 31, 1993.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the consolidated
financial position of Central Louisiana Electric Company, Inc. as of
December 31, 1993 and 1992, and the consolidated results of its
operations and its cash flows for each of the three years in the
period ended December 31, 1993, in conformity with generally accepted
accounting principles.
As discussed in Notes I and J to the consolidated financial
statements, in 1993 the Company changed its methods of accounting for
postretirement benefits other than pensions and income taxes.
COOPERS & LYBRAND
New Orleans, Louisiana
January 21, 1994
33
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statements of Central Louisiana Electric Company, Inc. on Form S-8
(Registration Nos. 2-79671, 33-10169 and 33-44663) and Form S-3 (Nos.
33-24895, 33-61068, and 33-62950) of our reports dated January 21,
1994, on our audits of the consolidated financial statements and
financial statement schedules of Central Louisiana Electric Company,
Inc. as of December 31, 1993 and 1992 and for each of the three years
in the period ended December 31, 1993, which reports are included or
incorporated by reference in this Annual Report on Form 10-K.
COOPERS & LYBRAND
New Orleans, Louisiana
March 30, 1994
<PAGE>
EXHIBIT 24
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
POWER OF ATTORNEY
WHEREAS, Central Louisiana Electric Company, Inc. a Louisiana
corporation (the "Company"), intends to file with the Securities and
Exchange Commission (the "Commission") under the Securities Exchange
Act of 1934, as amended (the "Act"), an Annual Report on Form 10-K
(the "Form 10-K") for the Company's fiscal year ended December 31,
1993, with any and all amendments thereto as may be necessary or
appropriate, together with any and all exhibits and other documents
having relation to the Form 10-K;
NOW, THEREFORE, the undersigned, in the capacity of a director or
officer or both a director and officer of the Company, as the case may
be, does hereby appoint Gregory L. Nesbitt and David M. Eppler, and
each of them severally, his true and lawful attorney(s)-in-fact and
agent(s) with power to act without the other, with full power of
substitution and resubstitution, to execute in his name, place and
stead, in any and all capacities, the Form 10-K and any and all
amendments thereto and any and all instruments necessary or incidental
in connection therewith, to file the same with the Commission and to
appear before the Commission in connection with any matter relating
thereto. Each of said attorneys-in-fact and agents shall have full
power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary
or desirable to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying, approving and confirming the acts that
said attorney-in-fact and agents and each of them, or their or his
substitutes or substitute, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of the 21st day of January, 1994.
/s/ SHERIAN G. CADORIA
SHERIAN G. CADORIA
<PAGE>
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
POWER OF ATTORNEY
WHEREAS, Central Louisiana Electric Company, Inc. a Louisiana
corporation (the "Company"), intends to file with the Securities and
Exchange Commission (the "Commission") under the Securities Exchange
Act of 1934, as amended (the "Act"), an Annual Report on Form 10-K
(the "Form 10-K") for the Company's fiscal year ended December 31,
1993, with any and all amendments thereto as may be necessary or
appropriate, together with any and all exhibits and other documents
having relation to the Form 10-K;
NOW, THEREFORE, the undersigned, in the capacity of a director or
officer or both a director and officer of the Company, as the case may
be, does hereby appoint Gregory L. Nesbitt and David M. Eppler, and
each of them severally, his true and lawful attorney(s)-in-fact and
agent(s) with power to act without the other, with full power of
substitution and resubstitution, to execute in his name, place and
stead, in any and all capacities, the Form 10-K and any and all
amendments thereto and any and all instruments necessary or incidental
in connection therewith, to file the same with the Commission and to
appear before the Commission in connection with any matter relating
thereto. Each of said attorneys-in-fact and agents shall have full
power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary
or desirable to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying, approving and confirming the acts that
said attorney-in-fact and agents and each of them, or their or his
substitutes or substitute, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of the 21st day of January, 1994.
/s/ J. PATRICK GARRETT
J. PATRICK GARRETT
<PAGE>
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
POWER OF ATTORNEY
WHEREAS, Central Louisiana Electric Company, Inc. a Louisiana
corporation (the "Company"), intends to file with the Securities and
Exchange Commission (the "Commission") under the Securities Exchange
Act of 1934, as amended (the "Act"), an Annual Report on Form 10-K
(the "Form 10-K") for the Company's fiscal year ended December 31,
1993, with any and all amendments thereto as may be necessary or
appropriate, together with any and all exhibits and other documents
having relation to the Form 10-K;
NOW, THEREFORE, the undersigned, in the capacity of a director or
officer or both a director and officer of the Company, as the case may
be, does hereby appoint Gregory L. Nesbitt and David M. Eppler, and
each of them severally, his true and lawful attorney(s)-in-fact and
agent(s) with power to act without the other, with full power of
substitution and resubstitution, to execute in his name, place and
stead, in any and all capacities, the Form 10-K and any and all
amendments thereto and any and all instruments necessary or incidental
in connection therewith, to file the same with the Commission and to
appear before the Commission in connection with any matter relating
thereto. Each of said attorneys-in-fact and agents shall have full
power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary
or desirable to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying, approving and confirming the acts that
said attorney-in-fact and agents and each of them, or their or his
substitutes or substitute, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of the 21st day of January, 1994.
/s/ F. BEN JAMES, JR.
F. BEN JAMES, JR.
<PAGE>
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
POWER OF ATTORNEY
WHEREAS, Central Louisiana Electric Company, Inc. a Louisiana
corporation (the "Company"), intends to file with the Securities and
Exchange Commission (the "Commission") under the Securities Exchange
Act of 1934, as amended (the "Act"), an Annual Report on Form 10-K
(the "Form 10-K") for the Company's fiscal year ended December 31,
1993, with any and all amendments thereto as may be necessary or
appropriate, together with any and all exhibits and other documents
having relation to the Form 10-K;
NOW, THEREFORE, the undersigned, in the capacity of a director or
officer or both a director and officer of the Company, as the case may
be, does hereby appoint Gregory L. Nesbitt and David M. Eppler, and
each of them severally, his true and lawful attorney(s)-in-fact and
agent(s) with power to act without the other, with full power of
substitution and resubstitution, to execute in his name, place and
stead, in any and all capacities, the Form 10-K and any and all
amendments thereto and any and all instruments necessary or incidental
in connection therewith, to file the same with the Commission and to
appear before the Commission in connection with any matter relating
thereto. Each of said attorneys-in-fact and agents shall have full
power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary
or desirable to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying, approving and confirming the acts that
said attorney-in-fact and agents and each of them, or their or his
substitutes or substitute, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of the 21st day of January, 1994.
/s/ HUGH J. KELLY
HUGH J. KELLY
<PAGE>
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
POWER OF ATTORNEY
WHEREAS, Central Louisiana Electric Company, Inc. a Louisiana
corporation (the "Company"), intends to file with the Securities and
Exchange Commission (the "Commission") under the Securities Exchange
Act of 1934, as amended (the "Act"), an Annual Report on Form 10-K
(the "Form 10-K") for the Company's fiscal year ended December 31,
1993, with any and all amendments thereto as may be necessary or
appropriate, together with any and all exhibits and other documents
having relation to the Form 10-K;
NOW, THEREFORE, the undersigned, in the capacity of a director or
officer or both a director and officer of the Company, as the case may
be, does hereby appoint Gregory L. Nesbitt and David M. Eppler, and
each of them severally, his true and lawful attorney(s)-in-fact and
agent(s) with power to act without the other, with full power of
substitution and resubstitution, to execute in his name, place and
stead, in any and all capacities, the Form 10-K and any and all
amendments thereto and any and all instruments necessary or incidental
in connection therewith, to file the same with the Commission and to
appear before the Commission in connection with any matter relating
thereto. Each of said attorneys-in-fact and agents shall have full
power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary
or desirable to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying, approving and confirming the acts that
said attorney-in-fact and agents and each of them, or their or his
substitutes or substitute, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of the 21st day of January, 1994.
/s/ WILLIAM A. LOCKWOOD
WILLIAM A. LOCKWOOD
<PAGE>
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
POWER OF ATTORNEY
WHEREAS, Central Louisiana Electric Company, Inc. a Louisiana
corporation (the "Company"), intends to file with the Securities and
Exchange Commission (the "Commission") under the Securities Exchange
Act of 1934, as amended (the "Act"), an Annual Report on Form 10-K
(the "Form 10-K") for the Company's fiscal year ended December 31,
1993, with any and all amendments thereto as may be necessary or
appropriate, together with any and all exhibits and other documents
having relation to the Form 10-K;
NOW, THEREFORE, the undersigned, in the capacity of a director or
officer or both a director and officer of the Company, as the case may
be, does hereby appoint Gregory L. Nesbitt and David M. Eppler, and
each of them severally, his true and lawful attorney(s)-in-fact and
agent(s) with power to act without the other, with full power of
substitution and resubstitution, to execute in his name, place and
stead, in any and all capacities, the Form 10-K and any and all
amendments thereto and any and all instruments necessary or incidental
in connection therewith, to file the same with the Commission and to
appear before the Commission in connection with any matter relating
thereto. Each of said attorneys-in-fact and agents shall have full
power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary
or desirable to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying, approving and confirming the acts that
said attorney-in-fact and agents and each of them, or their or his
substitutes or substitute, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of the 21st day of January, 1994.
/s/ A. DELOACH MARTIN, JR.
A. DELOACH MARTIN, JR.
<PAGE>
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
POWER OF ATTORNEY
WHEREAS, Central Louisiana Electric Company, Inc. a Louisiana
corporation (the "Company"), intends to file with the Securities and
Exchange Commission (the "Commission") under the Securities Exchange
Act of 1934, as amended (the "Act"), an Annual Report on Form 10-K
(the "Form 10-K") for the Company's fiscal year ended December 31,
1993, with any and all amendments thereto as may be necessary or
appropriate, together with any and all exhibits and other documents
having relation to the Form 10-K;
NOW, THEREFORE, the undersigned, in the capacity of a director or
officer or both a director and officer of the Company, as the case may
be, does hereby appoint Gregory L. Nesbitt and David M. Eppler, and
each of them severally, his true and lawful attorney(s)-in-fact and
agent(s) with power to act without the other, with full power of
substitution and resubstitution, to execute in his name, place and
stead, in any and all capacities, the Form 10-K and any and all
amendments thereto and any and all instruments necessary or incidental
in connection therewith, to file the same with the Commission and to
appear before the Commission in connection with any matter relating
thereto. Each of said attorneys-in-fact and agents shall have full
power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary
or desirable to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying, approving and confirming the acts that
said attorney-in-fact and agents and each of them, or their or his
substitutes or substitute, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of the 21st day of January, 1994.
/s/ ROBERT T. RATCLIFF
ROBERT T. RATCLIFF
<PAGE>
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
POWER OF ATTORNEY
WHEREAS, Central Louisiana Electric Company, Inc. a Louisiana
corporation (the "Company"), intends to file with the Securities and
Exchange Commission (the "Commission") under the Securities Exchange
Act of 1934, as amended (the "Act"), an Annual Report on Form 10-K
(the "Form 10-K") for the Company's fiscal year ended December 31,
1993, with any and all amendments thereto as may be necessary or
appropriate, together with any and all exhibits and other documents
having relation to the Form 10-K;
NOW, THEREFORE, the undersigned, in the capacity of a director or
officer or both a director and officer of the Company, as the case may
be, does hereby appoint Gregory L. Nesbitt and David M. Eppler, and
each of them severally, his true and lawful attorney(s)-in-fact and
agent(s) with power to act without the other, with full power of
substitution and resubstitution, to execute in his name, place and
stead, in any and all capacities, the Form 10-K and any and all
amendments thereto and any and all instruments necessary or incidental
in connection therewith, to file the same with the Commission and to
appear before the Commission in connection with any matter relating
thereto. Each of said attorneys-in-fact and agents shall have full
power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary
or desirable to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying, approving and confirming the acts that
said attorney-in-fact and agents and each of them, or their or his
substitutes or substitute, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of the 21st day of January, 1994.
/s/ EDWARD D. SIMMONS
EDWARD D. SIMMONS
<PAGE>
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
POWER OF ATTORNEY
WHEREAS, Central Louisiana Electric Company, Inc. a Louisiana
corporation (the "Company"), intends to file with the Securities and
Exchange Commission (the "Commission") under the Securities Exchange
Act of 1934, as amended (the "Act"), an Annual Report on Form 10-K
(the "Form 10-K") for the Company's fiscal year ended December 31,
1993, with any and all amendments thereto as may be necessary or
appropriate, together with any and all exhibits and other documents
having relation to the Form 10-K;
NOW, THEREFORE, the undersigned, in the capacity of a director or
officer or both a director and officer of the Company, as the case may
be, does hereby appoint Gregory L. Nesbitt and David M. Eppler, and
each of them severally, his true and lawful attorney(s)-in-fact and
agent(s) with power to act without the other, with full power of
substitution and resubstitution, to execute in his name, place and
stead, in any and all capacities, the Form 10-K and any and all
amendments thereto and any and all instruments necessary or incidental
in connection therewith, to file the same with the Commission and to
appear before the Commission in connection with any matter relating
thereto. Each of said attorneys-in-fact and agents shall have full
power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary
or desirable to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying, approving and confirming the acts that
said attorney-in-fact and agents and each of them, or their or his
substitutes or substitute, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of the 21st day of March, 1994.
/s/ ERNEST L. WILLIAMSON
ERNEST L. WILLIAMSON
