<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 26, 1996
REGISTRATION NO. 33-
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
(Exact name of Registrant as specified in its charter)
---------------------
<TABLE>
<S> <C>
LOUISIANA 72-0244480
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
</TABLE>
2030 DONAHUE FERRY ROAD
PINEVILLE, LOUISIANA 71360-5226
(318) 484-7400
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
---------------------
MICHAEL P. PRUDHOMME
SECRETARY-TREASURER
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
2030 DONAHUE FERRY ROAD
PINEVILLE, LOUISIANA 71360-5226
(318) 484-7400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: At such
time or times after the effective date of this Registration Statement as the
registrant shall determine.
If the only securities being registered with this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /X/
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED
PROPOSED MAXIMUM
MAXIMUM OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE PRICE PER OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) UNIT(2) PRICE(2) FEE
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<S> <C> <C> <C> <C>
Medium-Term Notes...................... $200,000,000 100% $200,000,000 $68,966
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</TABLE>
(1) Such amount shall be increased if any Medium-Term Notes are issued at an
original issue discount by an amount such that the net proceeds to be
received by the Registrant shall be equal to the above amount to be
registered.
(2) Estimated solely for purposes of calculating the registration fee.
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2
***************************************************************************
* *
* Information contained herein is subject to completion or amendment. A *
* registration statement relating to these securities has been filed *
* with the Securities and Exchange Commission. These securities may not *
* be sold nor may offers to buy be accepted prior to the time the *
* registration statement becomes effective. This prospectus shall not *
* constitute an offer to sell or the solicitation of an offer to buy *
* nor shall there be any sale of these securities in any State in which *
* such offer, solicitation or sale would be unlawful prior to *
* registration or qualification under the securities laws of any such *
* State. *
* *
***************************************************************************
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED APRIL 26, 1996
PROSPECTUS [CLECO LOGO]
$200,000,000
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
MEDIUM-TERM NOTES
DUE MORE THAN ONE YEAR FROM DATE OF ISSUE
Central Louisiana Electric Company, Inc. (the "Company") may offer from time to
time a maximum of $200,000,000 aggregate principal amount of medium-term notes
on terms to be determined at the time or times of sale. For each offering of
medium-term notes for which this Prospectus is being delivered (the "Medium-Term
Notes") there will be a pricing supplement (each a "Pricing Supplement") that
will set forth the specific designation, aggregate principal amount, maturity or
maturities, rate or rates and times of payment of interest, if any, any
redemption terms or repayment provisions and any other special terms of the
Medium-Term Notes. Each Medium-Term Note will bear interest at a fixed or
variable rate or will be in zero-coupon form, in each case as specified in a
Pricing Supplement to be delivered with this Prospectus to the purchaser of any
such Medium-Term Note. The interest payment dates for each interest-bearing
Medium-Term Note will be March 15 and September 15 of each year. Each
Medium-Term Note will mature more than one year from its date of issue (the
"Stated Maturity"), as set forth in the applicable Pricing Supplement. Each
issuance of the Medium-Term Notes may be subject to redemption prior to maturity
at the option of the Company or any holder thereof, in each case, in whole or in
part, prior to the Stated Maturity, as set forth and specified in the applicable
Pricing Supplement. See "Description of the Medium-Term Notes" for a more
complete description of the terms and provisions of the Medium-Term Notes.
Each Medium-Term Note will be issued in fully registered form and will be
represented by a global certificate (a "Book-Entry Note") registered in the name
of a nominee of The Depository Trust Company or other depositary (the
"Depositary"). Beneficial interests in Medium-Term Notes represented by a global
security will be shown on, and transfers thereof will be effected only through,
records maintained by the Depositary (with respect to participants' interests)
and its participants. See "Description of the Medium-Term Notes -- Book-Entry
Notes."
The Medium-Term Notes will be issued in minimum denominations of $1,000 or in
any amount in excess thereof that is an integral multiple of $1,000.
This Prospectus may not be used to consummate sales of the Medium-Term Notes
unless accompanied by a Pricing Supplement.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<TABLE>
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PRICE TO AGENTS' PROCEEDS TO
PUBLIC(1) COMMISSION(2)(3) COMPANY(2)(3)(4)
<S> <C> <C> <C>
Per Medium-Term Note............. 100.000% .125% - .750% 99.875% - 99.250%
Total............................ $200,000,000 $250,000 - $1,500,000 $199,750,000 - $198,500,000
</TABLE>
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(1) Unless otherwise specified in a Pricing Supplement, Medium-Term Notes will
be issued at 100% of their principal amount.
(2) The Company has agreed to indemnify the Agents against certain liabilities,
including liabilities under the Securities Act of 1933.
(3) In the case of Medium-Term Notes sold directly by the Company to investors
or other purchasers (other than agents), no discount will be allowed or
commission paid. In the case of any Medium-Term Notes with a maturity in
excess of 30 years, the commission will be agreed upon between the Company
and the Agents at the time of sale and may exceed .750% per Medium-Term
Note.
(4) Before deducting expenses payable by the Company estimated at $315,966.
The Medium-Term Notes are being offered on a continuous basis by the Company
through Salomon Brothers Inc, Goldman, Sachs & Co., Smith Barney Inc. and First
Chicago Capital Markets, Inc. (collectively, the "Agents"), each of whom has
agreed to use its reasonable efforts to solicit offers to purchase the
Medium-Term Notes. The Medium-Term Notes may be sold to any Agent, as principal,
at a discount for resale to investors or other purchasers at varying prices
related to prevailing market prices at the time of resale, to be determined by
such Agent or, if agreed, at a fixed public offering price. The Company also may
sell the Medium-Term Notes directly to investors or other purchasers on its own
behalf. The Notes will not be listed on any securities exchange, and there can
be no assurance that the Medium-Term Notes offered by this Prospectus will be
sold or that there will be a secondary market for any of the Medium-Term Notes.
The Company reserves the right to withdraw, cancel or modify the offer or
solicitation of offers made hereby without notice. An offer may be rejected in
whole or in part by the Company or by the Agent, if any, that solicited such
offer. See "Plan of Distribution."
SALOMON BROTHERS INC
GOLDMAN, SACHS & CO.
SMITH BARNEY INC.
FIRST CHICAGO CAPITAL MARKETS, INC.
The date of this Prospectus is April , 1996.
<PAGE> 3
IN CONNECTION WITH ANY OFFERING OF MEDIUM-TERM NOTES, ANY UNDERWRITER MAY, TO
THE EXTENT PERMITTED BY APPLICABLE LAW, OVER-ALLOT OR EFFECT TRANSACTIONS THAT
STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES OFFERED HEREBY AT A
LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549 and at the Commission's regional offices
located at Seven World Trade Center, New York, New York 10048, and at the
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such material can also be obtained at prescribed
rates from the Public Reference Section of the Commission at its principal
office at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549. The
Company's common stock, par value $2.00 per share (the "Common Stock"), is
listed for trading on the New York Stock Exchange (the "NYSE") and the Pacific
Stock Exchange (the "PSE"), and such reports, proxy statements and other
information should be available for inspection at the offices of the NYSE, 20
Broad Street, New York, New York 10005 and the offices of the PSE, 301 Pine
Street, San Francisco, California 94104.
This Prospectus constitutes a part of a registration statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement"), filed by the Company with the Commission under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to the Medium-Term
Notes offered hereby. As permitted by the rules and regulations of the
Commission, this Prospectus omits certain information contained in the
Registration Statement, and reference is made to the Registration Statement for
further information with respect to the Company and the Medium-Term Notes
offered hereby. Any statements contained herein concerning the provisions of any
document filed as an exhibit to the Registration Statement or otherwise filed
with the Commission are not necessarily complete, and in each instance reference
is made to the copy of such document so filed. Each such statement is qualified
in its entirety by such reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Annual Report of the Company on Form 10-K for the year ended December
31, 1995 has been filed with the Commission by the Company pursuant to the
Exchange Act (File No. 1-5663) and is incorporated herein by reference. All
documents filed by the Company with the Commission pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering made by this Prospectus shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus is delivered, upon the written or oral request of
any such person, a copy of any and all of the documents (without exhibits other
than exhibits specifically incorporated by reference into such documents)
referred to above that have been incorporated by reference in this Prospectus.
Written or oral requests for such copies should be directed to Central Louisiana
Electric Company, Inc.,
2
<PAGE> 4
2030 Donahue Ferry Road, Pineville, Louisiana 71360-5226 (P.O. Box 5000,
Pineville, Louisiana 71361-5000), Attention: Treasurer (telephone: (318)
484-7400).
THE COMPANY
The Company is engaged in the business of generating, transmitting,
distributing and selling electric energy to approximately 221,000 customers in
63 communities and contiguous rural areas in the State of Louisiana. The Company
was incorporated under the laws of the State of Louisiana in 1934. The address
of the principal executive offices of the Company is 2030 Donahue Ferry Road,
Pineville, Louisiana 71360-5226 (P.O. Box 5000, Pineville, Louisiana
71361-5000), and its telephone number at such address is (318) 484-7400.
It is expected that the Company's external cash requirements for the
five-year period 1996 through 2000 will be met through the sale of debt
securities. See "Use of Proceeds" below. Short-term requirements pending
permanent financing will be met through the sale of commercial paper and
borrowings under short-term debt arrangements.
The amount of internally generated funds and the Company's ability to
finance future construction and other capital requirements externally through
the sale of securities will be largely dependent on the level of the Company's
sales of electricity, and its electric rates and on the availability and cost of
external financing.
3
<PAGE> 5
SELECTED FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT RATIOS, PERCENTAGES AND PER SHARE DATA)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------
1993 1994 1995
-------- -------- --------
<S> <C> <C> <C>
Statement of Income Data:
Operating revenues.................................... $382,433 $379,603 $394,426
Operating income...................................... $ 64,745 $ 70,430 $ 74,702
Income before interest charges........................ $ 67,571 $ 71,417 $ 76,907
Net income............................................ $ 41,812 $ 45,043 $ 48,703
Primary earnings per share............................ $ 1.78 $ 1.92 $ 2.08
Fully diluted earnings per share...................... $ 1.73 $ 1.86 $ 2.01
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------
1991 1992 1993 1994 1995
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges:...................... 2.99x 3.16x 3.30x 3.35x 3.49x
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1995
-------------------
<S> <C> <C>
Capital Structure:
First mortgage bonds................................................. $110,000 14.6%
Medium-term notes.................................................... $190,000 25.2%
Other long-term debt(1).............................................. $ 60,822 8.1%
Cumulative preferred stock(2)........................................ $ 14,534 2.0%
Common shareholders' equity.......................................... $377,163 50.1%
-------- ------
Total capitalization......................................... $752,519 100.0%
======== ======
Short-term debt...................................................... $ 23,062
========
</TABLE>
- ---------------
(1) Includes approximately $61.3 million aggregate principal amount of
continuously remarketed variable rate pollution control revenue bonds due
2018, net of unamortized premium and discount on long-term debt of
approximately $438,000.
(2) Includes $29.5 million of convertible preferred stock issued in April 1991
in connection with the establishment of an employee stock ownership plan,
reduced by approximately $22.6 million of unearned compensation related to
such employee stock ownership plan.
4
<PAGE> 6
USE OF PROCEEDS
Unless otherwise indicated in the applicable Pricing Supplement, the net
proceeds to be received by the Company from the sale of the Medium-Term Notes
may be used to repurchase or redeem debt and equity securities, to finance the
Company's construction program, which currently consists primarily of
improvements to its transmission and distribution facilities, to reduce
short-term debt, to fund the cash portion of the purchase price or other
acquisition cost of any generation, transmission and distribution facilities the
Company may acquire and for the Company's other general corporate purposes.
Pending application to one or more of the foregoing uses, the net proceeds will
be invested in short-term financial instruments.
DESCRIPTION OF THE MEDIUM-TERM NOTES
The Medium-Term Notes will be issued under an Indenture (the "Note
Indenture") dated as of October 1, 1988 between the Company and Bankers Trust
Company under which The Bank of New York is the current trustee (the "Note
Trustee"). A copy of the Note Indenture and the Agreement of Resignation,
Appointment and Acceptance whereby The Bank of New York succeeded Bankers Trust
Company as trustee are included among the exhibits to the Registration Statement
of which this Prospectus is a part. The Note Indenture provides that unsecured
debentures, notes or other evidences of indebtedness ("Securities") may be
issued thereunder, without limitation as to aggregate principal amount, by the
Company in one or more series and with such terms as established by the Company
pursuant to the terms of the Note Indenture. All medium-term notes issued or to
be issued by the Company under the Note Indenture are referred to herein as
"Notes." The Medium-Term Notes are a series of Securities under the Note
Indenture and may be issued in one or more offerings. As of the date of this
Prospectus, the Company had issued and outstanding Notes in an aggregate
principal amount of $215 million. The following summaries of certain provisions
of the Note Indenture do not purport to be complete and are subject to, and
qualified in their entirety by, all of the provisions of the Note Indenture,
including the definitions therein of certain terms.
Except as may otherwise be provided in any applicable Pricing Supplement,
each Medium-Term Note will have the following terms and provisions.
General. The Note Indenture provides that the Notes may be issued at
various times, may have differing maturity dates and may bear interest at
differing rates or be issued in zero-coupon form. Except as may otherwise be
provided in any applicable Prospectus Supplement, the Medium-Term Notes will be
issued at a purchase price equal to 100% of the principal amount thereof. Unless
otherwise specified in the applicable Pricing Supplement and except as otherwise
specified in "Book-Entry Notes" below, the Medium-Term Notes will be denominated
in U.S. dollars in minimum denominations of $1,000 or in any amount in excess
thereof that is an integral multiple of $1,000. The interest payment dates for
each interest-bearing Medium-Term Note will be March 15 and September 15 of each
year (each an "Interest Payment Date"). See "Interest Rates and Payments" below.
Each Medium-Term Note will mature more than one year from its date of issue (the
"Stated Maturity"), as set forth in the applicable Pricing Supplement. As
discussed below in "Redemption at the Option of the Company" and "Repayment at
the Option of the Holder," the Medium-Term Notes may be subject to redemption
prior to the Stated Maturity at the option of the Company or any Holder (as
defined in the Note Indenture) thereof, as provided in the applicable Pricing
Supplement. If the applicable Pricing Supplement so provides, the terms of a
Medium-Term Note subject to redemption at the option of the Company may specify
that the Company may not redeem the Medium-Term Note prior to a specified date
as a part of, or in anticipation of, a refunding operation by the application of
monies borrowed having an interest cost to the Company (calculated in accordance
with generally accepted financial practice) of less than a specified rate. The
Medium-Term Notes will not be subject to amortization or a sinking fund.
Reference is made to the applicable Pricing Supplement with respect to each
Medium-Term Note for the interest rate (if any) thereon, the Stated Maturity
date thereof and for other important information set forth therein with respect
to such Medium-Term Note.
5
<PAGE> 7
The Company has the sole right to accept any offers to purchase Medium-Term
Notes and may reject any proposed purchase of Medium-Term Notes in whole or in
part.
The Company has designated The Bank of New York ("BONY") as paying agent
and registrar of the Medium-Term Notes. The Company has also designated BONY as
its agent in the Borough of Manhattan, The City of New York, where Medium-Term
Notes may be presented for payment and may be transferred or exchanged. BONY
maintains in the Borough of Manhattan, The City of New York, an office where
such transactions may occur.
No service charge will be made to register any transfer or exchange of the
Medium-Term Notes, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Note Indenture does not contain any covenants or other provisions that
are specifically intended to afford Holders of the Medium-Term Notes special
protection in the event of a highly leveraged transaction by the Company.
Redemption at the Option of the Company. The Medium-Term Notes will not be
subject to amortization or any sinking fund. An issuance of Medium-Term Notes
will be redeemable at the option of the Company prior to their Stated Maturity
only if an initial redemption date is specified therein (the "Initial Redemption
Date") and in the applicable Pricing Supplement. If so indicated in the
applicable Pricing Supplement, the Notes will be subject to redemption at the
option of the Company on any date on and after the applicable Initial Redemption
Date specified in such Pricing Supplement. On and after the Initial Redemption
Date, if any, the related Medium-Term Note may be redeemed at any time in whole
or from time to time in part in increments of $1,000 (or such other amount as
may be specified in the applicable Pricing Supplement) at the option of the
Company at the applicable Redemption Price, together with interest thereon
payable to the date of redemption, on notice given to the Holder (which, in the
case of Book-Entry Notes, will be the Depositary or its nominee) not more than
60 nor less than 30 days prior to the date of redemption and in accordance with
the provisions of the Indenture. "Redemption Price," with respect to a
Medium-Term Note, will initially mean a percentage (the "Initial Redemption
Percentage") of the principal amount of such Note to be redeemed specified in
the applicable Pricing Supplement and shall decline at each anniversary of the
Initial Redemption Date by a percentage (the "Annual Redemption Percentage
Reduction"), if any, specified in the applicable Pricing Supplement, of the
principal amount to be redeemed until the Redemption Price is 100% of such
principal amount. If an Initial Redemption Percentage is specified in the
applicable Pricing Supplement but no Annual Redemption Percentage Reduction is
set forth therein, the "Redemption Price" shall be the Initial Redemption
Percentage of the principal amount of such Medium-Term Note to be redeemed. In
the event of redemption of a Medium-Term Note in part, a new Medium-Term Note or
Notes will be issued to the Holder in the exchange for the unredeemed portion.
Repayment at the Option of the Holder. If so indicated in an applicable
Pricing Supplement, an issuance of Medium-Term Notes will be repayable by the
Company in whole or in part at the option of a Holder thereof on their
respective optional repayment dates specified in such Pricing Supplement (the
"Optional Repayment Dates"). If no Optional Repayment Date is indicated in a
Pricing Supplement with respect to a Medium-Term Note, such Medium-Term Note
will not be repayable at the option of the Holder prior to its Stated Maturity.
Unless otherwise specified in the applicable Pricing Supplement, the repayment
option may be exercised by the Holder for less than the entire principal amount
of the Medium-Term Note. Any repayment in part will be in increments of $1,000
(or such other amount as may be specified in the applicable Pricing Supplement)
provided that any remaining principal amount of such Medium-Term Note will be an
authorized denomination of such Medium-Term Note. Unless otherwise provided in
an applicable Pricing Supplement, the repayment price payable to the Holder will
be 100% of the principal amount to be repaid, together with accrued interest
thereon payable to the date of repayment. In the event of a repayment in part, a
new Medium-Term Note or Notes will be issued to the Holder in exchange for the
unrepaid portion. Exercise of such repayment option by the Holder will be
irrevocable.
6
<PAGE> 8
While Book-Entry Notes are represented by global securities held by or on
behalf of the Depositary, and registered in the name of the Depositary or the
Depositary's nominee, the option for repayment may be exercised by the
Depositary, the Depositary's nominee or the applicable participant (as defined
below in "Book-Entry Notes") on behalf of the beneficial owner of such
Book-Entry Notes by delivering a written notice, in a form acceptable to the
Trustee, to the Trustee at the Corporate Trust Office (or such other address of
which the Company shall from time to time notify the Holders), not more than 60
nor less than 30 days prior to the Optional Repayment Date. Notices of elections
from participants on behalf of beneficial owners of the Book-Entry Notes to
exercise their option to have the Book-Entry Notes repaid must be received by
the Trustee by 5:00 p.m., New York City time, on the last day for giving such
notice. In order to ensure that a notice is received by the Trustee on a
particular day, the beneficial owner of Book-Entry Notes must so direct the
applicable participant through which it holds an interest in such Book-Entry
Note before such participant's deadline for accepting instructions for that day.
Different firms may have different deadlines for accepting instructions from
their customers. Accordingly, beneficial owners of Book-Entry Notes should
consult the participants through which they own their interest in the Book-Entry
Notes for the respective deadlines for such participants. All notices shall be
executed by a duly authorized officer of such participant (with signature
guaranteed) and shall be irrevocable. In addition, such beneficial owners of
Book-Entry Notes shall effect delivery of such Book-Entry Notes at the time such
notices of election are given to the Trustee by causing the participant to
transfer such beneficial owner's interest in the Book-Entry Notes, on the
Depositary's records, to the Trustee. Conveyance of notices and other
communications by the Depositary to participants, by participants to indirect
participants and by participants and indirect participants to beneficial owners
of the Book-Entry Notes will be governed by agreements among them, subject to
any statutory or regulatory requirements as may be in effect from time to time.
If applicable, the Company will comply with the requirements of Rule 14e-1
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
any other securities laws or regulations in connection with any such repayment.
The Company may at any time purchase Medium-Term Notes at any price or
prices in the open market or otherwise. Medium-Term Notes so purchased by the
Company may be held or resold or, at the discretion of the Company, may be
surrendered to the Trustee for cancellation.
Interest Rates and Payments. Each interest-bearing Medium-Term Note will
bear interest from its original issue date at a fixed or variable rate as
indicated in the applicable Pricing Supplement. Except as provided below with
respect to certain first interest payments, interest will be payable
semiannually on each Interest Payment Date and at maturity. Interest will be
computed on the basis of a 360-day year of twelve 30-day months. Unless
otherwise provided in the applicable Pricing Supplement, interest will be
payable generally to the person in whose name such Medium-Term Note is
registered at the close of business on the regular record date (the March 1 or
September 1 next preceding each Interest Payment Date), but interest payable at
maturity (whether at stated maturity or earlier redemption) will be payable in
immediately available funds to the person to whom principal is payable. The
first payment of interest on any Medium-Term Note originally issued between a
regular record date and an Interest Payment Date will be made on the Interest
Payment Date following the next succeeding regular record date to the registered
owner on such next regular record date. Principal and interest at maturity will
be payable in immediately available funds, and Medium-Term Notes will be
transferable, at the office of BONY, 101 Barclay Street, New York, New York
10286.
If an Interest Payment Date or the maturity date falls on a day that is not
a Business Day, principal or interest payable with respect to such Interest
Payment Date or maturity date will be paid on the next succeeding Business Day,
and no interest will accrue with respect to such payment for the period after
such Interest Payment Date or maturity date.
Ranking; Limitation on Liens. The Medium-Term Notes will be unsecured and
will rank pari passu with all other unsecured and unsubordinated indebtedness of
the Company. As of the date hereof, the Company has issued and outstanding $110
million aggregate principal amount of its first mortgage
7
<PAGE> 9
bonds (the "Bonds") issued under and secured by an Indenture of Mortgage, dated
as of July 1, 1950 (the "Original Bond Indenture"), as previously supplemented
and amended by supplemental indentures (the Original Bond Indenture as so
supplemented and amended being herein called the "Bond Indenture"), between the
Company and First National Bank of Commerce (formerly The National Bank of
Commerce in New Orleans), as trustee (the "Bond Trustee"). Holders of the Bonds
would have a prior claim on certain material assets of the Company upon any
dissolution, winding up, liquidation or reorganization of the Company.
The Company will not issue, assume or guarantee any debt for money borrowed
("Debt") if such Debt is secured by any mortgage, security interest, pledge,
lien or other encumbrance (a "mortgage") upon any property of the Company or any
subsidiary or indebtedness issued by any subsidiary and owned by the Company or
any other subsidiary, and the Company will not permit any subsidiary to issue,
assume or guarantee any Debt secured by any mortgage upon any property of the
Company or indebtedness issued by any subsidiary and owned by the Company,
whether any such property or indebtedness is owned at the date of the Note
Indenture or thereafter acquired, without effectively securing the Notes equally
and ratably with (or prior to) such Debt. The foregoing restriction will not
apply to mortgages on any property of any subsidiary except for property of such
subsidiary that is used to secure Debt of the Company. The foregoing restriction
also will not apply to (1) mortgages to secure Debt issued under the Company's
Bond Indenture; (2) "permitted liens" as defined in the most recent supplement
to the Bond Indenture; (3) mortgages on any property acquired, constructed or
improved after the date of the Note Indenture which are created or assumed
within 120 days after such acquisition or completion of such construction or
improvement (or within six months thereafter pursuant to a firm commitment for
financing arrangements entered into within such 120-day period) to secure or
provide for the payment of the purchase price or cost of such construction or
improvement incurred after the date of the Note Indenture, or existing mortgages
on property acquired, provided such mortgages will not apply to any property
theretofore owned by the Company or a subsidiary other than theretofore
unimproved real property; (4) existing mortgages of a corporation merged with or
into the Company or a subsidiary; (5) mortgages of any corporation existing at
the time it becomes a subsidiary; (6) mortgages securing Debt owed by a
subsidiary to the Company or to another subsidiary; (7) mortgages in favor of
governmental bodies to secure advances or other payments pursuant to any
contract or statute or to secure indebtedness incurred to finance the purchase
price or cost of constructing or improving the property subject to such
mortgages, including mortgages to secure Debt of the pollution control or
industrial revenue bond type; (8) mortgages to secure loans to the Company or
any subsidiary maturing within 12 months and made in the ordinary course of
business; (9) mortgages existing on the date of the Note Indenture; (10)
mortgages on any property (including any natural gas, oil or other mineral
property) to secure all or part of the cost of exploration, drilling or
development thereof or to secure Debt incurred to provide funds for any such
purpose; (11) certain mortgages typically incurred in the ordinary course of
business; or (12) mortgages for extending, renewing or replacing Debt secured by
any mortgage referred to in the foregoing clauses (1) to (11) inclusive or in
this clause (12), provided that the principal amount of Debt secured thereby may
not exceed the principal amount of Debt so secured at the time of such
extension, renewal or replacement, plus the amount of any redemption or
repurchase premiums incurred in retiring such Debt, and that the mortgage for
such extension, renewal or replacement must be limited to the original property
or indebtedness. Furthermore, such restriction will not apply to the issuance,
assumption or guarantee by the Company or any subsidiary of Debt secured by a
mortgage which would otherwise be subject to the foregoing restriction up to an
aggregate amount which, together with all other secured Debt (not including
secured Debt permitted under the foregoing exceptions), does not exceed five
percent of Consolidated Net Tangible Assets. "Consolidated Net Tangible Assets"
is defined as the total amount of assets appearing on the consolidated balance
sheet of the Company and its subsidiaries less the following: (a) reserves for
depreciation and other asset valuation reserves but excluding reserves for
deferred federal income taxes; (b) intangible assets such as goodwill,
trademarks, trade names, patents and unamortized debt discount and expense; and
(c) appropriate adjustments on account of minority interests of other persons
holding voting stock in any subsidiary of the Company.
8
<PAGE> 10
Events of Default. The following constitute events of default under the
Note Indenture: (1) default in the payment of principal of (and premium, if any,
on) any Note when due and the continuation thereof for a period of three
business days; (2) default in the payment of interest on any Note when due and
the continuation thereof for a period of 30 days; (3) default in the performance
or breach of any other covenant or warranty of the Company in the Note Indenture
(other than a covenant or warranty included in the Note Indenture solely for the
benefit of one or more series of Securities other than the Notes), and the
continuation thereof for 60 days after written notice to the Company as provided
in the Note Indenture; (4) default in the payment of principal of or interest
on, or acceleration of, securities of any other series issued under the Note
Indenture or any other mortgage, indenture or instrument or other evidence of
indebtedness of the Company for borrowed money, in an aggregate amount exceeding
$5 million, and the continuation thereof for 90 days after written notice to the
Company as provided in the Note Indenture; and (5) certain events of bankruptcy,
insolvency or reorganization.
If an event of default occurs and is continuing, either the Note Trustee or
the Holders of at least 25% in principal amount of the outstanding Notes may
declare the principal amount of all Notes to be due and payable immediately. At
any time after the declaration of acceleration with respect to the Notes has
been made, but before a judgment or decree based on acceleration has been
obtained, the Holders of a majority in principal amount of the outstanding Notes
may, under certain circumstances, rescind and annul such acceleration and its
consequences.
The Note Indenture provides that the Note Trustee generally will be under
no obligation to exercise any of its rights or powers under the Note Indenture
at the request or direction of any of the Holders, unless such Holders have
offered to the Note Trustee indemnity acceptable to the Note Trustee. The
Holders of a majority in principal amount of the outstanding Notes generally
will have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Note Trustee, or exercising any trust
or power conferred on the Note Trustee, with respect to the Notes. The right of
a Holder of any Note to institute a proceeding with respect to the Note
Indenture is subject to certain conditions precedent, but each Holder has an
absolute right to receive payment of principal (and premium, if any) and
interest when due (subject, in the case of interest, to certain limited
exceptions) and to institute suit for the enforcement of any such payment. The
Note Indenture provides that the Note Trustee, within 90 days after the
occurrence of a default with respect to the Notes, is required to give the
Holders of the Notes notice of such default, unless cured or waived, but, except
in the case of default in the payment of principal of (and premium, if any) or
interest on any Note, the Note Trustee may withhold such notice if it determines
that it is in the interest of such Holders to do so.
The Company is and will be required to furnish annually to the Note Trustee
a statement as to the performance by the Company of certain of its obligations
under the Note Indenture and as to any default in such performance.
Consolidation, Merger, Sale or Conveyance. The Note Indenture provides that
the Company may, without the consent of the Holders of the Notes, consolidate
with, or transfer all or substantially all of its property and assets to, or
merge into another corporation, only if in any such case (1) if the Company is
not the continuing corporation, the successor corporation assumes by a
supplemental indenture the Company's obligations under the Note Indenture and
(2) immediately after giving effect to such transaction no event of default, and
no event which after notice or lapse of time or both would become an event of
default, has occurred and is continuing.
Modification and Waiver. Modification and amendment of the Note Indenture
may be effected by the Company and the Note Trustee with the consent of the
Holders of a majority in principal amount of the outstanding Notes affected
thereby, provided that no such modification or amendment may, without the
consent of the Holder of each outstanding Note affected thereby, (1) change the
stated maturity of the principal of, or any installment of interest on, any Note
or any premium payable on the redemption thereof, or change the redemption
price; (2) reduce the principal amount of, or the interest payable on, any Note
or reduce the amount of principal that could be declared due and payable prior
to the stated maturity; (3) change the place or currency of any payment of
principal of or any premium or interest on any Note;
9
<PAGE> 11
(4) impair the right to institute suit for the enforcement of any payment on or
with respect to any Note, (5) reduce the percentage in principal amount of
outstanding Notes the consent of whose Holders is required to modify or amend
the Note Indenture or to waive compliance with certain provisions of the Note
Indenture; or (6) modify the foregoing requirements or reduce the percentage of
outstanding Notes necessary to waive any past default to less than a majority.
Modification and amendment of the Note Indenture may be effected by the Company
and the Note Trustee without the consent of the Holders (a) to add to the
covenants of the Company for the benefit of the Holders or to surrender a right
or power conferred on the Company in the Note Indenture, (b) to secure the
Notes, or (c) to make certain other modifications, generally of a ministerial or
immaterial nature. Except with respect to certain fundamental provisions, the
Holders of at least a majority in principal amount of outstanding Notes may
waive past defaults under the Note Indenture and waive compliance by the Company
with certain provisions of the Note Indenture.
Book-Entry Notes. Each Medium-Term Note will be issued only in fully
registered form and will be represented by a global certificate (a "Book-Entry
Note") registered in the name of a nominee of The Depository Trust Company or
other depository (the "Depositary"). Upon issuance, all Book-Entry Notes having
the same original issue date, maturity date, redemption provisions, if any, and
interest rate will be represented by a single global security. Book-Entry Notes
will be issued in minimum denominations of $1,000 and integral multiples of
$1,000 in excess thereof. Each global security representing Book-Entry Notes
will be deposited with, or on behalf of, the Depositary and registered in the
name of such Depositary or its nominee. Book-Entry Notes will not otherwise be
issuable in definitive form. Unless otherwise specified in the applicable
Pricing Supplement, the Depositary will be The Depository Trust Company, New
York, New York.
Ownership of beneficial interests in a global security representing
Book-Entry Notes will be limited to institutions that have accounts with the
Depositary or its nominee ("participants") or persons that may hold interests
through participants. In addition, ownership of beneficial interests by
participants in such a global security will only be evidenced by, and the
transfer of that ownership interest will only be effected through, records
maintained by the Depositary or its nominee for such global security. Ownership
of beneficial interests in such a global security by persons that hold through
participants will only be evidenced by, and the transfer of that ownership
interest will only be effected through, records maintained by such participant.
The principal amount of such ownership interest may be in a minimum amount of
$1,000. The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
laws may impair the ability to transfer beneficial interests in such a global
security.
The Company has been advised by the Depositary that upon the issuance of a
global security representing Book-Entry Notes and the deposit of such global
security with the Depositary, the Depositary will immediately credit, on its
book-entry registration and transfer systems, the respective principal amounts
of the Book-Entry Notes represented by such global security to the accounts of
participants who have purchased such Book-Entry Notes. The accounts to be
credited will be designated by the underwriters, agents or other persons through
whom the Medium-Term Notes are offered and sold or, to the extent that the
Book-Entry Notes are offered and sold directly, by the Company.
So long as the Depositary or its nominee is the registered owner of a
Book-Entry Note, such Depositary or nominee, as the case may be, will be
considered the sole owner of such Book-Entry Note for all purposes under the
Note Indenture and such Book-Entry Note. Except as provided below, owners of
beneficial interests in a Book-Entry Note will not be entitled to have
Medium-Term Notes represented by such Book-Entry Note registered in their names,
will not receive or be entitled to receive physical delivery of a Note
represented by a certificate upon exchange or otherwise, and will not be
considered the owners or Holders thereof under the Note Indenture. Accordingly,
each person owning a beneficial interest in the Book-Entry Note must rely on the
procedures of the Depositary and, if such person is not a participant, on the
procedures of the participant through which such person owns its interest, to
exercise any rights of a Holder of a Note under the Note Indenture. The Company
understands that under existing industry practices, if the Company requests any
action of Holders or if an owner of a beneficial interest in
10
<PAGE> 12
a Book-Entry Note desires to give or take any action which a Holder is entitled
to give or take under the Note Indenture, the Depositary for such Book-Entry
Note would authorize the participants holding the relevant beneficial interests
to give or take such action, and such participants would authorize beneficial
owners owning through such participants to give or take such actions or would
otherwise act upon the instructions of beneficial owners holding through them.
Principal, premium, if any, and interest payments on Book-Entry Notes
registered in the name of the Depositary or its nominee will be made to the
Depositary or its nominee as the registered owner of such Book-Entry Notes. None
of the Company, the Note Trustee, any paying agent or the security registrar for
such Book-Entry Notes will have any responsibility or liability for any aspect
of the records relating to or payments made on account of beneficial ownership
interests in such Book-Entry Notes or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.
The Company expects that the Depositary for Book-Entry Notes or its
nominee, upon receipt of any payment of principal, premium or interest in
respect of a Book-Entry Note, will credit immediately participants' accounts
with payments in amounts proportionate to their respective beneficial interests
in the principal amount of such Book-Entry Notes as shown on the records of the
Depositary or its nominee. The Company also expects that payments by
participants to owners of beneficial interests in such Book-Entry Notes held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will be the
responsibility of such participants. However, the Company has no control over
the practices of the Depositary or the participants and there can be no
assurance that such practices will not change.
A Book-Entry Note is exchangeable for a note represented by a certificate
only if (i) the Depositary with respect to such Book-Entry Note notifies the
Company that it is unwilling or unable to continue as Depositary for such
Book-Entry Note or if at any time such Depositary ceases to be a clearing agency
registered under the Exchange Act and, in each case, a successor to the
Depositary has not been appointed by the Company within 90 days of such notice
or cessation, (ii) the Company determines at any time not to have Notes
represented by one or more Book-Entry Notes, or (iii) the Company receives
notice of acceleration of the indebtedness under the Notes in accordance with
the terms of the Notes.
The Depository Trust Company has advised the Company as follows: The
Depositary is a limited-purpose trust company organized under New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. The
Depositary was created to hold securities of its participants and to facilitate
the clearance and settlement of securities transactions among its participants
in such securities through electronic book-entry changes in accounts of the
participants, thereby eliminating the need for physical movement of securities
certificates. The Depositary's participants include securities brokers and
dealers, banks, trust companies, clearing corporations, and certain other
organizations, some of whom (and/or their representatives) own the Depositary.
Access to the Depositary's book-entry system is also available to others, such
as banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly.
Persons who are not participants may beneficially own securities held by the
Depositary only through participants.
PLAN OF DISTRIBUTION
Under the terms of a Selling Agency Agreement (the "Selling Agency
Agreement"), the Medium-Term Notes are offered on a continuous basis by the
Company through Salomon Brothers Inc, Goldman, Sachs & Co., Smith Barney Inc.
and First Chicago Capital Markets, Inc. (collectively, the "Agents"), each of
whom has agreed to use its reasonable efforts to solicit offers to purchases the
Medium-Term Notes. The Company has agreed to pay each Agent a commission of
.125% to .750% of the principal amount of each Medium-Term Note sold through
such Agent, depending upon the maturity of the
11
<PAGE> 13
Medium-Term Note. Commissions on Medium-Term Notes with maturities in excess of
30 years will be agreed upon between the Company and the Agents at the time of
sale and may exceed .750% of the principal amount of such Medium-Term Notes. The
Company may also sell the Medium-Term Notes to any Agent, acting as principal,
at a discount to be agreed upon at the time of sale, for resale to one or more
investors or other purchasers at varying prices related to prevailing market
prices at the time or times of resale, as determined by such Agent, or if
agreed, at a fixed public offering price. The Company may also sell the Notes
directly to investors or other purchasers on its own behalf or through others.
In the case of sales made directly by the Company, no commission or discount in
lieu thereof will be paid or allowed. The Company has agreed to reimburse the
Agents for certain expenses.
The Company has reserved the right to sell Medium-Term Notes to or through
one or more other agents. The identity of any other agent will be set forth in
the Pricing Supplement relating to the Medium-Term Notes sold by such other
agent. Any sales of Medium-Term Notes to or through other agents will be made in
accordance with an agreement between the Company and such agents, the terms of
which agreement will be substantially similar to those contained in the Selling
Agency Agreement.
The Company will have the sole right to accept offers to purchase
Medium-Term Notes and may reject any proposed purchase of Medium-Term Notes in
whole or in part. Each Agent will have the right, in its discretion reasonably
exercised, to reject any offer to purchase Medium-Term Notes received by it, in
whole or in part.
No Note will have an established trading market when issued. The Company
has advised the Agents that the Notes will not be listed on any securities
exchange. Each Agent may make a market in the Notes, but such Agent is not
obligated to do so and may discontinue any market-making at any time without
notice. There can be no assurance of a secondary market for any Notes, or that
the Notes will be sold. The Medium-Term Notes may be sold outside the United
States.
Each of the Agents has in the past engaged in transactions with and
performed services for the Company in the ordinary course of business.
The Company has agreed to indemnify each Agent against certain liabilities,
including liabilities under the Securities Act of 1933, as amended, or to
contribute to payments such Agent may be required to make in respect thereof.
Each Agent and any other agent may be deemed to be an "underwriter" within the
meaning of the Securities Act of 1933, as amended.
LEGAL OPINIONS
Certain legal matters in connection with the sale of the Medium-Term Notes
are being passed upon for the Company by Gordon, Arata, McCollam & Duplantis,
L.L.P., New Orleans, Louisiana. The legality of the Medium-Term Notes will be
passed upon for any underwriters, dealers or agents by Brown & Wood, New York,
New York. Brown & Wood will rely as to all matters of Louisiana law upon the
opinion of Gordon, Arata, McCollam & Duplantis, L.L.P.
EXPERTS
The consolidated balance sheets as of December 31, 1995 and 1994 and the
consolidated statements of income, cash flows and changes in common
shareholders' equity for each of the three years in the period ended December
31, 1995, and the related notes and schedule, which are included or incorporated
by reference in the Company's Annual Report on Form 10-K for the year ended
December 31, 1995, and which are incorporated by reference in this Prospectus,
have been included herein in reliance on the reports (also incorporated by
reference herein) of Coopers & Lybrand L.L.P., independent accountants, given on
the authority of that firm as experts in auditing and accounting.
12
<PAGE> 14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Expenses payable by the Company in connection with the registration and
sale of the Medium-Term Notes offered hereby are as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee...................... $ 68,966*
Blue sky fees and expenses............................................... 10,000
Fees and expenses of Trustee and Trustee's Counsel....................... 4,000
Fees and expenses of Agents' counsel..................................... 20,000
Fees and expenses of Company's counsel................................... 37,800
Public accountants' fees................................................. 117,000
Printing, including Form S-3, prospectuses, exhibits, etc................ 10,000
Rating agency fees....................................................... 44,200
Miscellaneous expenses................................................... 4,000
--------
Total Expenses........................................................... $315,966
========
</TABLE>
- ---------------
*Actual; all other expenses are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 83 of the Business Corporation Law of the State of Louisiana (the
"LBCL") provides that a corporation may indemnify any person against whom an
action, suit or proceeding is brought or threatened (by reason of the fact that
he is or was a director, officer, employee or agent of the corporation or was
serving at the request of the corporation as a director, officer, employee or
agent of another business, corporation, partnership or other enterprise) against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with any such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. In the case of actions by
or in the right of the corporation, the indemnity is limited to expenses
(including attorneys' fees and amounts paid in settlement not exceeding, in the
judgment of the board of directors, the estimated expense of litigating the
action to conclusion) actually and reasonably incurred in connection with a
defense or settlement; provided that no indemnity may be made in respect of any
matter in which the person shall have been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable for
willful or intentional misconduct in performance of his duty to the corporation
unless and only to the extent that the court determines upon application that
such person is fairly and reasonably entitled to such indemnity. To the extent a
person has been successful on the merits or otherwise in defense of any action,
the statute provides that he shall be indemnified against expenses actually and
reasonably incurred by him in connection therewith. Section 83 also provides
for, among other things, procedures for indemnification; advancement of
expenses; non-exclusivity of the provisions of Section 83 with respect to
indemnification and advancement of expenses; and insurance (including
self-insurance) with respect to liabilities incurred by directors, officers and
others.
Article IV of the Amended and Restated Bylaws of the Company (the "Bylaws")
provides that the Company shall indemnify any person who was or is, or is
threatened to be made, a party to or otherwise involved in any pending or
completed action, suit, arbitration, alternate dispute resolution mechanism,
investigation, administrative hearing or other proceeding, whether civil,
criminal, administrative or investigative (any such threatened, pending or
completed proceeding being hereinafter called a "Proceeding") by reason of the
fact that he is or was a director, officer, employee or agent of the Company or
is or was serving at the request of the Company as a director, officer, employee
or agent of another business, foreign or nonprofit corporation, partnership,
joint venture, trust, employee benefit plan
II-1
<PAGE> 15
or other enterprise (whether the basis of his involvement in such proceeding is
alleged action in an official capacity or in any other capacity while serving as
such), to the fullest extent permitted by applicable law, from and against
expenses, including attorneys' fees, judgments, fines, amounts paid or to be
paid in settlement, liability and loss, ERISA excise taxes, actually and
reasonably incurred by him or on his behalf or suffered in connection with such
Proceeding or any claim, issue or matter therein; provided, however, that,
subject to certain exceptions set forth therein, the Company shall indemnify any
such person claiming indemnity in connection with a Proceeding initiated by such
person only if such Proceeding was authorized by the board of directors.
The Bylaws further provide that (i) the Company shall from time to time
pay, in advance of final disposition, all Expenses (as therein defined) incurred
by or on behalf of any person claiming indemnity thereunder in respect of any
Proceeding, (ii) the right to indemnification provided therein is a contract
right and no amendment, alteration or repeal of the Bylaws shall restrict the
indemnification rights granted by the Bylaws as to any person claiming
indemnification with respect to acts, events and circumstances that occurred, in
whole or in part, before such amendment, alteration or repeal, (iii) any such
indemnification may continue as to any person who has ceased to be a director,
officer, employee or agent and may inure to the benefit of the heirs, executors
and legal representative of such person, and (iv) the rights of indemnification
and to receive advancement of expenses contemplated by Section 1 of Article IV
of the Bylaws are not exclusive of any other rights to which any person may at
any time be otherwise entitled, provided that such other indemnification may not
apply to a person's willful or intentional misconduct. The Bylaws also set forth
certain procedural and evidentiary standards applicable to the enforcement of a
claim thereunder.
The Bylaws also provide that the Company (i) may procure or maintain
insurance or other similar arrangement at its expense, to protect itself and any
director, officer, employee or agent of the Company or other corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss asserted against or incurred by such person, whether or not
the Company would have the power to indemnify such person against such expense
or liability and (ii) shall indemnify officers and directors of the Company to
the extent they are not covered by the insurance, whether or not such persons
would otherwise be entitled to indemnification under the Bylaws, as provided in
Article IV of the Bylaws. The Company has directors and officers insurance
policies covering liabilities up to $85 million incurred by directors and
officers in their capacities as such, and has fiduciary and employee benefit
liability insurance policies covering liabilities up to $65 million incurred by
directors, officers, and certain other employees of the Company in connection
with the administration of the Company's employee benefit plans.
Section 24(C)(4) of the LBCL provides that a corporation may eliminate or
limit the liability of a director or officer to the corporation or its
shareholders for monetary damages for breach of fiduciary duty, except for
liability (i) for any breach of the director's or officer's duty of loyalty to
the corporation or its shareholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 92(D) of the LBCL (relating to unlawful dividends and other
unlawful distributions, payments or returns of assets) and (iv) for any
transaction from which the director or officer derived an improper personal
benefit. The Charter includes a provision consistent with Section 24(C)(4) of
the LBCL. Such provision further provides that (a) if the LBCL is subsequently
amended to authorize action further eliminating or limiting a director's or
officer's liability, such liability will be eliminated or limited to the fullest
extent permitted by such law, as so amended, and (b) if such provision limiting
or eliminating liability is repealed or modified, the right or protection of a
director or officer of the Company existing at the time of such repeal or
modification will not be affected thereby.
ITEM 16. EXHIBITS.
See Index to Exhibits at page II-5.
II-2
<PAGE> 16
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that the registrant need not file a post-effective
amendment to include the information required to be included by
subsection (i) or (ii) above if such information is contained in
periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-3
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pineville and State of Louisiana, on the 26th day of
April, 1996.
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
By: /s/ GREGORY L. NESBITT
Gregory L. Nesbitt
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- ------------------------------------------------
<C> <S> <C>
/s/ DAVID K. WARNER Vice President -- Finance April 26, 1996
- ------------------------------ (Principal Financial Officer)
(David K. Warner)
April 26, 1996
/s/ JOHN L. BALTES, JR. Controller (Principal
- ------------------------------ Accounting Officer)
(John L. Baltes, Jr.)
SHERIAN G. CADORIA* )
J. PATRICK GARRETT* )
F. BEN JAMES, JR.* )
HUGH J. KELLY* )
A. DELOACH MARTIN, JR.* ) The Board of Directors April 26, 1996
GREGORY L. NESBITT* )
ROBERT T. RATCLIFF* )
EDWARD M. SIMMONS* )
ERNEST L. WILLIAMSON* )
By: /s/ DAVID K. WARNER )
- -----------------------------------
(David K. Warner, as Attorney-in-Fact)
</TABLE>
II-4
<PAGE> 18
INDEX TO EXHIBITS
The exhibits designated by an asterisk are filed herewith. The exhibits not
so designated heretofore have been filed with the Commission and, pursuant to
Rule 411(c) under the Securities Act and Rule 12b-32 under the Exchange Act, are
incorporated herein by reference to the documents indicated following the
description of such exhibits.
<TABLE>
<CAPTION>
SEC FILE OR REGISTRATION
REGISTRATION STATEMENT EXHIBIT
NUMBER OR REPORT NUMBER
----------- ------------- ------
<S> <C> <C> <C> <C>
*1 -- Form of Selling Agency Agreement to be
entered into by and among the Company and
the Agents named therein
4(a)(1) -- Indenture dated as of October 1, 1988 1-5663 8-K(10/26/88) 4(b)
between the Company and Bankers Trust
Company, as Note Trustee
*4(a)(2) -- Agreement of Resignation, Appointment and
Acceptance dated as of April 1, 1996
*4(b) -- Form of Book-Entry Note
*5(a) -- Opinion of Gordon, Arata, McCollam &
Duplantis, L.L.P.
*5(b) -- Opinion of Brown & Wood
12 -- Statement of Computation of Ratio of 1-5663 10-K(1995) 12
Earnings to Fixed Charges
*23(a) -- Consent of Gordon, Arata, McCollam &
Duplantis, L.L.P. (included in the opinion
filed as Exhibit 5(a))
*23(b) -- Consent of Brown & Wood (included in the
opinion filed as Exhibit 5(b))
*23(c) -- Consent of Coopers & Lybrand L.L.P.
*24 -- Powers of Attorney
*25(a) -- Statement of Eligibility of Note Trustee on
Form T-1
</TABLE>
<PAGE> 1
EXHIBIT 1
FORM OF SELLING AGENCY AGREEMENT TO BE ENTERED
INTO BY AND AMONG THE COMPANY AND THE AGENTS NAMED THEREIN
Central Louisiana Electric Company, Inc.
$200,000,000 Medium-Term Notes
Due More Than One Year from Date of Issue
Selling Agency Agreement
May __, 1996
New York, New York
Salomon Brothers Inc Smith Barney Inc.
Seven World Trade Center 390 Greenwich Street
New York, NY 10048 New York, NY 10013
Goldman, Sachs & Co. First Chicago Capital Markets, Inc.
85 Broad Street One First National Plaza
New York, NY 10005 Chicago, IL 60670
Dear Sirs:
Central Louisiana Electric Company, Inc., a Louisiana corporation (the
"Company"), confirms its agreement with each of you with respect to the issue
and sale by the Company of its Medium-Term Notes due more than one year from
Date of Issue (the "Notes"). As of the date hereof, the Company has authorized
the issuance of up to $200,000,000 aggregate principal amount of Notes
distributed through or sold to you pursuant to the terms of this Agreement. It
is understood, however, that the Company may from time to time authorize the
issuance of additional Notes and that such notes may be distributed through or
sold to you pursuant to the terms of this Agreement, all as though the issuance
of such Notes were authorized as of the date hereof. The Notes will be issued
under an indenture (the "Indenture") dated as of October 1, 1988 between the
Company and The Bank of New York (successor to Bankers Trust Company), as
trustee (the "Trustee"). Unless otherwise set forth in a supplement to the
prospectus referred to below, the Notes will be issued in minimum denominations
of $1,000 and integral multiples of $1,000 in excess thereof, will be issued
only in fully registered form and will have the annual interest rates,
maturities and, if appropriate, other terms set forth in such supplement to the
Prospectus. The Notes will be issued, and the terms thereof established, in
accordance with the Indenture (unless a Terms Agreement (as defined in
<PAGE> 2
Section 2(b)) modifies or otherwise supersedes the procedures with respect to
the Notes issued pursuant to such Terms Agreement). For the purposes of this
Agreement, the term "Agent" shall refer to any of you acting solely in the
capacity as agent for the Company pursuant to Section 2(a) and not as principal
(collectively, the "Agents"), the term "Purchaser" shall refer to one of you
acting solely as principal pursuant to Section 2(b) and not as agent, and the
term "you" shall refer to you collectively whether at any time any of you is
acting in both such capacities or in either such capacity. The Company and
those of you that were party to the Selling Agency Agreement dated February 27,
1992, as amended, agree and acknowledge that such Selling Agency Agreement is
hereby terminated.
1. Representations and Warranties. The Company represents and
warrants to, and agrees with, you as set forth below in this Section 1.
Certain terms used in this Section 1 are defined in paragraph (c) hereof.
(a) The Company meets the requirements for use of Form
S-3 under the Securities Act of 1933, as amended (the "1933 Act"), and
has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on such Form, including a basic
prospectus, which has been declared effective by the Commission, for
the registration under the 1933 Act of the Notes. Such registration
statement, as amended at the date of this Agreement, meets the
requirements set forth in Rule 415(a)(1)(x) under the 1933 Act. In
connection with the sale of Notes the Company proposes to file with
the Commission pursuant to the applicable paragraph of Rule 424(b)
under the 1933 Act further supplements to the Prospectus specifying
the interest rates, maturity dates and, if appropriate, other terms of
the Notes sold pursuant hereto or the offering thereof.
(b) As of the Execution Time, on the Effective Date, when
any supplement to the Prospectus is filed with the Commission, as of
the date of each acceptance by the Company of an offer for the
purchase of Notes (whether to an Agent as principal or through an
Agent as agent) and as of the date of delivery of Notes (whether to an
Agent as principal or an Agent as agent) (a "Closing Date") (each of
the times referenced above being referred to hereafter as a
"Representation Date"):
(i) Due Incorporation. The Company has been
duly incorporated and is validly existing as a corporation in
good standing under the laws of the State of Louisiana and has
the corporate power and authority to own its properties and to
conduct its business as described in the Registration
Statement.
(ii) Subsidiaries. The Company has no
"Significant Subsidiaries", as such term is defined in Rule
405 of Regulation C of the rules and regulations under the
1933 Act (the "1933 Act Regulations").
(iii) Registration Statement and Prospectus. At
the time the Registration Statement became effective, the
Registration Statement complied, and as of the applicable
Representation Date will comply, in all material respects with
-2-
<PAGE> 3
the requirements of the 1933 Act and the 1933 Act Regulations
and the Trust Indenture Act of 1939, as amended (the "1939
Act"), and the rules and regulations of the Commission
promulgated thereunder. The Registration Statement, at the
time it became effective, did not, and at each time thereafter
at which any amendment to the Registration Statement becomes
effective and any Annual Report on Form 10-K is filed by the
Company with the Commission and as of the applicable
Representation Date, will not, contain an untrue statement of
a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein
not misleading. The Prospectus, as of the date hereof does
not, and as of the applicable Representation Date will not,
contain an untrue statement of a material fact or omit to
state a material fact necessary in order to make the
statements therein, in the light of the circumstances under
which they were made, not misleading; provided, however, that
the representations and warranties in this subsection shall
not apply to statements in or omissions from the Registration
Statement or Prospectus made in reliance upon and in
conformity with information furnished to the Company in
writing by any of you expressly for use in the Registration
Statement or Prospectus or to that part of the Registration
Statement which constitutes the Trustee's Statement of
Eligibility and Qualification under the 1939 Act (the "Form
T-1").
(iv) Incorporated Documents. The documents
incorporated by reference in the Prospectus, at the time they
were or hereafter are filed with the Commission, complied or,
when so filed, will comply, as the case may be, in all
material respects with the requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and the
rules and regulations thereunder (the "1934 Act Regulations"),
and, when read together and with the other information in the
Prospectus, did not and will not contain an untrue statement
of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they
were or are made, not misleading.
(v) Accountants. Coopers & Lybrand L.L.P., who
have reported upon certain of the financial statements
incorporated by reference in the Registration Statement, are
independent public accountants as required by the 1933 Act and
the 1933 Act Regulations.
(vi) Financial Statements. The financial
statements and supplemental schedules set forth in or
incorporated by reference in the Registration Statement and
Prospectus have been prepared from the books and records of
the Company in accordance with generally accepted accounting
principles consistently followed throughout the periods
indicated (except as may be noted therein) and present fairly
the financial position of the Company at the dates indicated
and the results of its operations, its cash flows and changes
in its capital for the periods then ended.
-3-
<PAGE> 4
(vii) Material Changes or Material Transactions.
Since the respective dates as of which information is given in
the Registration Statement and Prospectus, except as otherwise
stated therein, (i) there has not been any material adverse
change in the condition of the Company, financial or
otherwise, or in the earnings, business affairs or business
prospects of the Company, whether or not arising in the
ordinary course of business and (ii) no material transaction
has been entered into by the Company other than transactions
contemplated by the Registration Statement and transactions in
the ordinary course of business.
(viii) No Defaults. The Company is not in
violation of or in default under any term or provision of the
Restated Articles of Incorporation or amended and restated
bylaws of the Company, as amended, or of any mortgage,
indenture, contract, agreement, instrument, judgment, decree
or order applicable to the Company or of any statute, rule or
regulation, where such violation or default would have a
material adverse effect upon the properties, assets, business,
prospects or condition (financial or otherwise) of the
Company, and no event or condition has occurred or exists
which, with the giving of notice or lapse of time or both,
would result in any such violation or default which would have
such an effect.
(ix) Regulatory Approvals. The Louisiana Public
Service Commission (the "LPSC") has authorized or, prior to
any offering or sale of Notes by the Company, will have
authorized, the issuance and sale of the Notes then being so
offered or sold; and, other than approvals that may be
required under state securities laws, no other approval of any
regulatory public body, state or federal, including approval
of the Federal Energy Regulatory Commission ("FERC") that may
be required under the Federal Power Act, as amended, is
necessary in connection with the issuance and sale of the
Notes pursuant to this Agreement.
(x) Legal Proceedings. Except as described in
the Registration Statement, there is no material litigation or
governmental proceeding involving or, to the knowledge of the
Company, threatened against the Company which might reasonably
be expected to result in any material adverse change in the
financial condition, results or operations or business of the
Company or which is required to be disclosed in the
Registration Statement, and no notice has been given by any
governmental authority of any proceeding to condemn any
material properties of the Company, and, to the knowledge of
the Company, no such proceeding is contemplated.
(xi) Good Title. The Company has good title
(either by way of fee simple, leasehold, easement,
right-of-way, grant, servitude, privilege, permit, franchise
or license, as the case may be) to all its properties
including, without limitation, the properties reflected in the
most recent balance sheet of the Company incorporated by
reference in the Registration Statement (except for such items
thereof which have been disposed of since such date and which
do not, in the
-4-
<PAGE> 5
aggregate, constitute a substantial amount) subject only to
(i) the lien of the Indenture of Mortgage, dated as of July 1,
1950, as supplemented, from the Company to First National Bank
of Commerce, as trustee, securing the Company's First Mortgage
Bonds, and encumbrances permitted thereby and (ii) other
encumbrances and defects which do not in the aggregate
materially detract from the value of the properties of the
Company or impair or interfere with the use of properties
material to the business and operations of the Company.
(xii) Regulatory Compliance. The Company is in
substantial compliance with all federal and state
environmental statutes, rules and regulations and, to the
Company's knowledge, has received all required permits
necessary for the operation of its business under such
statutes, rules and regulations.
(xiii) Authorization and Validity of the Notes.
When issued, authenticated and delivered pursuant to the
provisions of this Agreement and the Indenture against payment
of the consideration therefor specified in the Prospectus or
in any Terms Agreement, the Notes will have been duly
authorized for issuance and sale pursuant to this Agreement
and will constitute valid and legally binding obligations of
the Company enforceable in accordance with their terms, except
as enforcement thereof may be limited by bankruptcy,
insolvency, reorganization or other laws relating to or
affecting creditors' rights generally or by general principles
of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law); the Notes and
the Indenture will be substantially in the form heretofore
delivered to you and conform in all material respects to all
statements relating thereto contained in the Prospectus; and
the Notes will be entitled to the benefits provided by the
Indenture.
(xiv) Issuance of Notes. The consummation of the
transactions contemplated by this Agreement and the
performance of the Company's obligations hereunder will not
result in any material violation of, or be in material
conflict with or constitute a material default under, or
result in the creation or imposition of any lien, charge or
encumbrance upon any of the properties or assets of the
Company that are material to the conduct of its business under
the Restated Articles of Incorporation or amended and restated
bylaws of the Company, as amended, or any material mortgage,
contract, indenture, agreement or instrument to which the
Company is a party or by which it is bound, or any judgment,
order, statute, rule or regulation applicable to it of any
court or governmental body or instrumentality having
jurisdiction over it or its properties; the Company has full
legal right, power and authority to enter into this Agreement
and, upon any offer or sale by the Company of the Notes, shall
have full legal right, power and authority to offer, issue,
sell and deliver such Notes.
(xv) 1935 Act. To the Company's knowledge, no
person or corporation which is a "Holding Company" or a
"Subsidiary Company" of a "Holding Company", within the
meaning of such terms as defined in the Public Utility Holding
-5-
<PAGE> 6
Company Act of 1935 (the "1935 Act"), directly or indirectly
owns, controls or holds with power to vote 10% or more of the
outstanding voting securities of the Company, and the Company
is not a "Holding Company" or a "Subsidiary Company" of a
"Holding Company" as such terms are defined in the 1935 Act.
(c) The terms which follow, when used in this Agreement,
shall have the meanings indicated. The term "the Effective Date"
shall mean each date that the Registration Statement and any
post-effective amendment or amendments thereto became or become
effective. "Execution Time" shall mean the date and time that this
Agreement is executed and delivered by the parties hereto. The
registration statement referred to in paragraph (a) above and the
prospectus constituting a part thereof, and any prospectus supplements
relating to the Notes, including in each case all documents
incorporated therein by reference, as from time to time amended or
supplemented by the filing of documents pursuant to the 1934 Act or
the 1933 Act or otherwise, are referred to herein as the "Registration
Statement" and the "Prospectus", respectively. Additionally, however,
and notwithstanding anything herein to the contrary, every reference
herein to "registration statement" or "Registration Statement" shall,
for all purposes hereof (including, but not limited to, the reading of
each applicable representation and warranty and of each agreement with
respect to indemnification and contribution), include and be deemed to
refer to any further registration statements (and amendments and
supplements thereto) which may be filed by the Company for the purpose
of registering additional Notes and in connection with which this
Agreement is included as an exhibit.
2. Appointment of Agents; Solicitation by the Agents of Offers to
Purchase; Sales of Notes to a Purchaser. (a) Subject to the terms and
conditions set forth herein, the Company hereby authorizes each of the Agents
to act as its agent to solicit offers for the purchase of all or part of the
Notes from the Company.
On the basis of the representations and warranties, and subject to the
terms and conditions set forth herein, each of the Agents agrees, as agent of
the Company, to use its reasonable efforts to solicit offers to purchase the
Notes from the Company upon the terms and conditions set forth in the
Prospectus (and any supplement thereto). Each Agent shall make reasonable
efforts to assist the Company in obtaining performance by each purchaser whose
offer to purchase Notes has been solicited by such Agent and accepted by the
Company, but such Agent shall not, except as otherwise provided in this
Agreement, be obligated to disclose the identity of any purchaser or have any
liability to the Company in the event any such purchase is not consummated for
any reason. Except as provided in Section 2(b), under no circumstances will
any Agent be obligated to purchase any Notes for its own account. It is
understood and agreed, however, that any Agent may purchase Notes as principal
pursuant to Section 2(b). If the purchase price for any Note is not timely
paid with respect to such Note by the beneficial purchaser thereof (or a
person, including an indirect participant in The Depository Trust Company,
acting on behalf of such purchaser), the settlement with respect to such Note
will be reversed. If such failure shall have occurred for any reason other
than a default by the Agent that presented such beneficial purchaser in the
performance of its obligations hereunder, then the Company will reimburse such
Agent on an equitable basis for the
-6-
<PAGE> 7
loss of the use of the funds during the period when they were credited to the
account of the Company.
The Company reserves the right, in its sole discretion, to instruct
the Agents to suspend at any time, for any period of time or permanently, the
solicitation of offers to purchase the Notes. Upon receipt of instructions
from the Company, the Agents will forthwith suspend solicitation of offers to
purchase Notes from the Company until such time as the Company has advised them
that such solicitation may be resumed. In the event that at the time the
Company suspends solicitation of purchases there shall be any orders
outstanding for settlement, the Company will promptly advise the Agents and the
Trustee whether such orders may be settled and whether copies of the Prospectus
as in effect at the time of the suspension, together with the appropriate
Pricing Supplement, may be delivered in connection with the settlement of such
orders. The Company will have the sole responsibility for such decision and
for any arrangements that may be made in the event that the Company determines
that such orders may not be settled or that copies of such Prospectus may not
be so delivered.
The Company agrees to pay such Agent a commission, on the Closing Date
with respect to each sale of Notes by the Company as a result of a solicitation
made by such Agent, in an amount equal to that percentage specified in Schedule
I hereto of the aggregate principal amount of the Notes so sold by the Company.
Subject to the provisions of this Section, offers for the purchase of
Notes may be solicited by an Agent as agent for the Company at such time and in
such amounts as such Agent deems advisable, subject to rejection by the Company
of any such offer. The Company may from time to time offer Notes for sale
otherwise than through an Agent; provided, however, that so long as this
Agreement shall be in effect the Company shall not solicit or accept offers to
purchase Notes through any agent other than an Agent, except, in connection
with offers to purchase Notes received by the Company through any agent other
than an Agent, the Company may accept any such offer made through such agent so
long as the Company gives the Agents reasonable prior notice of such acceptance
and any such agent enters into an agreement with the Company on terms which are
substantially similar to those contained or incorporated in this Agreement.
Each Agent shall communicate to the Company, orally or in writing,
each reasonable offer to purchase Notes received by such Agent as agent. The
Company shall have the sole right to accept offers to purchase the Notes and
may reject any such offer in whole or in part.
If the Company shall default in its obligations to deliver Notes to a
purchaser whose offer it has accepted, the Company shall indemnify and hold
each of you harmless against any loss, claim or damage arising from or as a
result of such default by the Company.
(b) Unless otherwise agreed in connection with a particular sale
of Notes, it is understood that the Agents will act as agents of the Company in
connection with the sale of the Notes. Subject to the terms and conditions
stated herein, whenever the Company and any Agent determine that the Company
shall sell Notes directly to such Agent as principal, each such sale of Notes
shall be made
-7-
<PAGE> 8
in accordance with the terms of this Agreement and a supplemental agreement
relating to such sale between the Company and the Purchaser. Each such
supplemental agreement (which may be an oral or written agreement) is herein
referred to as a "Terms Agreement". Each Terms Agreement shall describe
(whether orally or in writing) the Notes to be purchased by the Purchaser
pursuant thereto and shall specify the principal amounts of such Notes, the
aggregate principal amount of such Notes, the maturity date of such Notes, the
rate at which interest will be paid on such Notes, the dates on which interest
will be paid on such Notes and the record date with respect to each such
payment of interest, the Closing Date for the purchase of such Notes, the place
of delivery of the Notes and payment therefor, the method of payment, whether
the Notes will be redeemable at the option of the Company or any holder thereof
and whether the delivery of opinions of counsel, certificates from the Company
or its officers or a letter from the Company's independent public accountants
as described in Section 6(b) will be required. Any such Terms Agreement may
also specify the period of time referred to in Section 4(m). Any written Terms
Agreement may be in the form attached hereto as Exhibit A. The Purchaser's
commitment to purchase Notes shall be deemed to have been made on the basis of
the representations and warranties of the Company herein contained and shall be
subject to the terms and conditions herein set forth.
Delivery of the Notes sold to the Purchaser pursuant to a Terms
Agreement shall be made not later than the Closing Date agreed to in such Terms
Agreement, against payment of funds to the Company in the net amount due to the
Company for such Notes by the method and in the form agreed to between the
Company and the Purchaser.
Unless otherwise agreed to between the Company and the Purchaser in a
Terms Agreement, any Note sold to a Purchaser (i) shall be purchased by such
Purchaser at a price equal to 100% of the principal amount thereof less a
percentage equal to the commission applicable to an agency sale of a Note of
identical maturity and (ii) may be resold by such Purchaser at varying prices
from time to time. In connection with any resale of Notes purchased, a
Purchaser may use a selling or dealer group and may reallow any portion of the
discount or commission payable pursuant hereto to dealers or other purchasers.
(c) No provision contained in this Agreement shall impair the
right of the Company, which shall be absolute, to solicit on its own behalf and
accept offers to purchase Notes, and in no such event shall commissions be
payable to an Agent except in the case of the issuance and sale of a Note
resulting from a solicitation made by such Agent.
3. Offering and Sale of Notes. Settlement procedures shall be
agreed to by the Company and the Agents from time to time, provided, that upon
the acceptance of an offer to purchase Notes, whether as an Agent as principal
or an Agent as agent, such Agent shall deliver to the Company the terms of any
such purchase as soon as practicable after the determination of such terms.
Each of you and the Company agrees to perform the respective duties and
obligations agreed to pursuant to the immediately preceding sentence.
4. Agreements. The Company agrees with you that:
-8-
<PAGE> 9
(a) Prior to the termination or suspension of the
offering of the Notes (including by way of resale by a Purchaser of
Notes), the Company will not file any amendment to the Registration
Statement or supplement to the Prospectus (except for (i) periodic or
current reports filed under the 1934 Act, or (ii) a supplement
relating to any offering of Notes providing solely for the
specification of or a change in the maturity dates, interest rates,
issuance prices or other similar terms of any Notes unless the Company
has furnished each of you a copy for your review prior to filing and
given each of you a reasonable opportunity to comment on any such
proposed amendment or supplement. Each of you shall make your
responses thereto, if any, promptly. Subject to the penultimately
preceding sentence, the Company will cause each supplement to the
Prospectus relating to an offering of Notes that is to be filed
pursuant to the applicable paragraph of Rule 424(b) under the 1933 Act
to be filed with the Commission within the time period prescribed by
such rule and will provide evidence satisfactory to you of such
filing. The Company will promptly advise each of you (i) when the
Prospectus, and any supplement thereto, shall have been filed with the
Commission pursuant to Rule 424(b), (ii) when, prior to the
termination of the offering of the Notes, any amendment of the
Registration Statement shall have been filed or become effective,
(iii) of any request by the Commission for any amendment of the
Registration Statement or supplement to the Prospectus or for any
additional information, (iv) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement
or the institution or threatening by direct communication with the
Company of any proceeding for that purpose and (v) of the receipt by
the Company of any notification with respect to the suspension of the
qualification of the Notes for sale in any jurisdiction or the
initiation or threatening by direct communication with the Company of
any proceeding for such purpose. The Company will use its reasonable
best efforts to prevent the issuance of any such stop order and, if
issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the
Notes is required to be delivered under the 1933 Act, any event occurs
as a result of which the Prospectus as then supplemented would include
any untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or if it
shall be necessary to amend the Registration Statement or to
supplement the Prospectus to comply with the 1933 Act or the 1934 Act
or the respective rules thereunder, the Company promptly will (i)
notify each of you to suspend solicitation of offers to purchase Notes
(and, if so notified by the Company, each of you shall forthwith
suspend such solicitation and any sales of Notes any of you may hold
as principal and cease using the Prospectus as then supplemented),
(ii) prepare and file with the Commission, subject to the first
sentence of paragraph (a) of this Section 4, an amendment or
supplement which will correct such statement or omission or effect
such compliance and (iii) supply any supplemented Prospectus to each
of you in such quantities as you may reasonably request. You will,
upon the filing of such amendment or supplement with the Commission or
upon the effectiveness of an amendment to the Registration Statement,
if such an amendment is required, resume your obligation to solicit
offers to purchase Notes hereunder, subject to the second paragraph of
Section 2 hereof.
-9-
<PAGE> 10
(c) The Company, during the period when a prospectus
relating to the Notes is required to be delivered under the 1933 Act,
will file promptly all documents required to be filed with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934
Act and will furnish to each of you copies of such documents. In
addition, on or prior to the date on which the Company makes any
announcement to the general public concerning earnings or concerning
any other event which is required to be described, or which the
Company proposes to describe, in a document filed pursuant to the 1934
Act, the Company will furnish to each of you the information contained
or to be contained in such announcement or document. The Company also
will furnish to each of you copies of all other material press
releases or announcements to the general public. The Company will
immediately notify each of you of (i) any decrease in the rating of
the Notes or any other debt securities of the Company by any
"nationally recognized statistical rating organization" (as defined
for purposes of Rule 436(g) under the 1933 Act) or (ii) any public
notice given of any intended or potential decrease in any such rating
or of a possible change in any such rating that does not indicate the
direction of the possible change, as soon as the Company learns of any
such decrease or notice.
(d) As soon as practicable, but not later than 90 days
after the close of the period covered by the earnings statement, the
Company will make generally available to its security holders and to
each of you an earnings statement or statements of the Company and its
subsidiaries which will satisfy the provisions of Section 11(a) of the
1933 Act and Rule 158 under the 1933 Act.
(e) The Company will furnish to each of you and your
counsel, without charge, copies of the Registration Statement
(including exhibits thereto) as you may reasonably request and, so
long as delivery of a prospectus may be required by the 1933 Act, as
many copies of the Prospectus and any supplement thereto as you may
reasonably request so long as you are required to deliver a Prospectus
in connection with sales or solicitations of offers to purchase the
Notes.
(f) The Company will endeavor, in cooperation with the
Agents, to arrange for the qualification of the Notes for sale under
the laws of such jurisdictions of the United States of America as any
of you may designate, will maintain such qualifications in effect so
long as required for the distribution of the Notes, and will endeavor,
in cooperation with the Agents, to arrange for the determination of
the legality of the Notes for purchase by institutional investors;
provided, however, that the Company shall not be obligated to file any
general consent to service of process or to qualify as a foreign
corporation in any jurisdiction in which it is not so qualified.
(g) The Company shall furnish to each of you such
information, documents, certificates of officers of the Company and
opinions of counsel for the Company reasonably related to the
Company's business in the context of a distribution of the Notes, the
Registration Statement, the Prospectus, and any amendments thereof or
supplements thereto, the Indenture, the Notes, this Agreement and the
performance by the Company and you of
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<PAGE> 11
its and your respective obligations hereunder and thereunder as any of
you may from time to time and at any time prior to the termination of
this Agreement reasonably request.
(h) The Company shall, whether or not any sale of the
Notes is consummated, (i) pay all expenses incident to the performance
of its obligations under this Agreement, including the fees and
disbursements of its accountants and counsel, the cost of printing or
other production and delivery of the Registration Statement, the
Prospectus, all amendments thereof and supplements thereto, the
Indenture and this Agreement, the cost of preparing, printing,
packaging and delivering the Notes, the fees and disbursements,
including fees of counsel for the Agents, incurred in compliance with
Section 4(f), the fees and disbursements of the Trustee and the fees
of any agency that rates the Notes, (ii) reimburse each of you as
requested for all out-of-pocket expenses (including without limitation
advertising expenses), if any, incurred by you with the approval of
the Company in connection with this Agreement and (iii) pay the
reasonable fees and expenses of your counsel incurred in connection
with this Agreement.
(i) Each acceptance by the Company of an offer to
purchase Notes will be deemed to be an affirmation that its
representations and warranties contained in this Agreement are true
and correct at the time of such acceptance, as though made at and as
of such time, and a covenant that such representations and warranties
will be true and correct at the time of delivery to the purchaser of
the Notes relating to such acceptance, as though made at and as of
such time (it being understood that for purposes of the foregoing
affirmation and covenant such representations and warranties shall
relate to the Registration Statement and Prospectus as amended or
supplemented at each such time). Each such acceptance by the Company
of an offer for the purchase of Notes shall be deemed to constitute an
additional representation, warranty and agreement by the Company that,
as of the settlement date for the sale of such Notes, after giving
effect to the issuance of such Notes and of any other Notes to be
issued on or prior to such settlement date, the aggregate amount of
Notes which have been issued and sold by the Company will not exceed
the amount of securities registered pursuant to the Registration
Statement.
(j) Each time that the Registration Statement or the
Prospectus is amended or supplemented (other than by an amendment or
supplement relating to a Current Report on Form 8-K (unless in the
reasonable judgment of the Agents, the information contained therein
is material to the offering of the Notes) providing solely for the
specification of or a change in the maturity dates, the interest
rates, the issuance prices or other similar terms of any Notes sold
pursuant hereto or relating to a sale of Notes directly to a purchaser
by the Company on its own behalf), the Company will deliver or cause
to be delivered promptly to each of you a certificate of the Company,
signed by the President or the Executive Vice President and the
principal financial or accounting officer of the Company, dated the
date of the effectiveness of such amendment or the date of the filing
of such supplement, in form reasonably satisfactory to you, of the
same tenor as the certificate referred to in Section 5(e) but modified
to relate to the last day of the fiscal quarter for which financial
statements of the Company were last filed with the Commission and to
the Registration Statement and the
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<PAGE> 12
Prospectus as amended and supplemented to the time of the
effectiveness of such amendment or the filing of such supplement or,
in lieu thereof, a certificate stating that the statements in the last
such certificate are true and correct at the time of such amendment or
supplement, as the case may be, as though made at and as of such time
(except that such statements shall be deemed to relate to the
Registration Statement and the Prospectus as amended and supplemented
to such time).
(k) Each time that the Registration Statement or the
Prospectus is amended or supplemented (other than by an amendment or
supplement (i) providing solely for the specification of or a change
in the maturity dates, the interest rates, the issuance prices or
other similar terms of any Notes sold pursuant hereto, (ii) relating
to a sale of Notes directly to a purchaser by the Company on its own
behalf, (iii) relating to a Current Report on Form 8-K (unless in the
reasonable judgment of the Agents, the information contained therein
is material to the offering of the Notes) or (iv) setting forth or
incorporating by reference financial statements or other information
as of and for a fiscal quarter, unless, in the case of clause (iv)
above, in the reasonable judgment of any of you, such financial
statements or other information are of such a nature that an opinion
of counsel should be furnished), the Company shall furnish or cause to
be furnished promptly to each of you a written opinion of counsel of
the Company last furnishing the opinion referred to in Section 5(b)
hereof or other counsel satisfactory to each of you, dated the date of
the effectiveness of such amendment or the date of the filing of such
supplement, in form satisfactory to each of you, in your reasonable
judgment, of the same tenor as the opinion referred to in Sections
5(b) but modified to relate to the Registration Statement and the
Prospectus as amended and supplemented to the time of the
effectiveness of such amendment or the filing of such supplement or,
in lieu of such opinion, Gordon, Arata, McCollam & Duplantis, L.L.P.
may furnish each of you with a letter to the effect that you may rely
on such last opinion to the same extent as though it were dated the
date of such letter authorizing reliance (except that statements in
such last opinion will be deemed to relate to the Registration
Statement and the Prospectus as amended and supplemented to the time
of the effectiveness of such amendment or the filing of such
supplement).
(l) Each time that the Registration Statement or the
Prospectus is amended or supplemented to include or incorporate
amended or supplemental financial information, the Company shall cause
its independent public accountants promptly to furnish each of you a
letter, dated the date of the effectiveness of such amendment or the
date of the filing of such supplement, in form satisfactory to each of
you, in your reasonable judgment, of the same tenor as the letter
referred to in Section 5(f) with such changes as may be necessary to
reflect the amended and supplemental financial information included or
incorporated by reference in the Registration Statement and the
Prospectus, as amended or supplemented to the date of such letter;
provided, however, that, if the Registration Statement or the
Prospectus is amended or supplemented solely to include or incorporate
by reference financial information as of and for a fiscal quarter, the
Company's independent public accountants may limit the scope of such
letter, which shall be satisfactory in form to each of you, in your
reasonable judgment, to the unaudited financial statements, the
related portions of "Management's
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<PAGE> 13
Discussion and Analysis of Financial Condition and Results of
Operations" and any other information of an accounting, financial or
statistical nature included in such amendment or supplement, unless,
in the reasonable judgment of any of you, such letter should cover
other information or changes in specified financial statement line
items.
(m) During the period between the date of a Terms
Agreement and the Closing Date applicable to such Terms Agreement, the
Company shall not, without the prior consent of the Purchaser
thereunder, offer, sell or contract to sell, or otherwise dispose of,
directly or indirectly, or announce the offering of, any debt
securities issued or guaranteed by the Company (other than the Notes
being sold pursuant to such Terms Agreement; Industrial Development
Board of the Parish of Rapides, Inc. Adjustable Tender Pollution
Control Revenue Refunding Bonds (Central Louisiana Electric Company,
Inc. Project) Series 1991; Parish of DeSoto, Louisiana Adjustable
Tender Pollution Control Revenue Refunding Bonds (Central Louisiana
Electric Company, Inc. Project) Series 1991A and Series 1991B;
commercial paper in the ordinary course of business or any bank
borrowings).
(n) The Company shall not be required to comply with the
provisions of subsections (b), (c), (g) and (l) of this Section 4
during any period from the time (i) the Agents shall have suspended
solicitation or purchases of the Notes in their capacity as agents
pursuant to a request from the Company and (ii) none of you shall then
hold any Notes as principal purchased pursuant to a Terms Agreement,
to the time the Company shall determine that solicitation of purchases
of the Notes should be resumed or shall subsequently enter into a new
Terms Agreement with one or more of you.
5. Conditions to the Obligations of the Agents. The obligations
of each Agent to solicit offers to purchase the Notes shall be subject to the
accuracy of the representations and warranties on the part of the Company
contained herein as of the Execution Time, on the Effective Date, when any
supplement to the Prospectus is filed with the Commission and as of each
Closing Date with respect to any Terms Agreement, to the accuracy of the
statements of the Company made in any certificates pursuant to the provisions
hereof, to the performance by the Company of its obligations hereunder and to
the following additional conditions:
(a) If filing of the Prospectus, or any supplement
thereto, is required pursuant to Rule 424(b), the Prospectus, and any
such supplement, shall have been filed in the manner and within the
time period required by Rule 424(b); and no stop order suspending the
effectiveness of the Registration Statement shall have been issued and
no proceedings for that purpose shall have been instituted or
threatened.
(b) The Company shall have furnished to each Agent the
opinion of Gordon, Arata, McCollam & Duplantis, L.L.P., counsel for
the Company, dated the Execution Time, to the effect that:
(i) The Company is a corporation duly
organized, validly existing and in good standing under the
laws of the State of Louisiana and has all corporate power
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<PAGE> 14
and authority necessary to own its properties and to conduct
the business in which it is engaged as described in the
Prospectus.
(ii) To their knowledge, after due inquiry,
there is no jurisdiction where the character of the properties
owned or the nature of the business conducted by the Company
makes necessary the license or qualification of the Company as
a foreign corporation.
(iii) This Agreement (and the Terms Agreement, if
applicable) has been duly authorized, executed and delivered
by the Company.
(iv) The Indenture has been duly authorized,
executed and delivered by the Company.
(v) The Company has taken all necessary
corporate action to authorize the execution and delivery of
the Notes.
(vi) Other than in connection with the
provisions of securities or "blue sky" laws of any
jurisdiction in which it is proposed that the Notes be offered
and other than the required order or orders of the LPSC
referred to below, no approval, authorization, consent or
order of any public board, body or agency of the State of
Louisiana is legally required as of the date hereof for the
issuance and sale of the Notes, or the performance by the
Company of its agreements in this Agreement or in the
Indenture.
(vii) The Company is subject to the jurisdiction
of the LPSC and must obtain the prior approval by the LPSC of
the issuance of Notes with maturities that exceed one year.
The order of the LPSC with respect to the issuance of the
Company's debt securities described therein (the "LPSC
Order"), is in full force and effect.
(viii) With immaterial exceptions, the Company has
valid and subsisting franchises, consents, certificates and
permits, free from burdensome conditions or restrictions,
sufficient to enable it to carry on its business in the State
of Louisiana and in the communities, parishes and other
governmental subdivisions thereof in which it operates.
(ix) The execution and delivery of the Indenture
and this Agreement (or a Terms Agreement, if applicable) by
the Company and, assuming no change in facts existing on the
date hereof, the execution and delivery of the Notes by the
Company and the performance by the Company of its agreements
therein or herein will not (a) breach or result in a default
under, or result in the creation or imposition of any lien,
charge or encumbrance upon any of the property or assets of
the Company that are described in the Registration Statement
and the Prospectus under, any existing
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<PAGE> 15
obligation of the Company under any indenture, agreement or
instrument known to them to which the Company is a party or by
which it is bound, (b) breach or otherwise violate any order
known to them and applicable to the Company in effect on the
date hereof of any court or governmental body or
instrumentality of the State of Louisiana having jurisdiction
over the Company or its properties, (c) violate (i) the
Restated Articles of Incorporation or the Amended and Restated
Bylaws of the Company, each as amended to date, or (ii) any
statute of the State of Louisiana in effect on the date
hereof, or any rule or regulation, in effect on the date
hereof applicable to the Company of any governmental body or
instrumentality of the State of Louisiana having jurisdiction
over the Company or its properties, (d) breach or otherwise
violate any order known to them and applicable to the Company
in effect on the date hereof of any court or governmental body
or instrumentality of the federal government of the United
States of America having jurisdiction over the Company or its
properties or (e) violate any statute of the federal
government of the United States of America in effect on the
date hereof, or any rule or regulation, in effect on the date
hereof applicable to the Company of any governmental body or
instrumentality of the federal government of the United States
of America having jurisdiction over the Company or its
properties.
(x) The terms and provisions of each Specimen
Note conform in all material respects to the descriptions
thereof contained in the Registration Statement and
Prospectus.
(xi) No approval, authorization, consent or
order of any public board, body or agency of the federal
government of the United States of America is legally required
as of the date hereof for the issuance and sale of the Notes
or the performance by the Company of its agreements in this
Agreement or in the Indenture.
(xii) (a) The Registration Statement has become
effective under the 1933 Act and, to their knowledge, no stop
order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose
have been instituted or are pending or threatened under the
1933 Act; (b) the Registration Statement and the Prospectus
(other than (i) the financial statements and schedules,
including the notes thereto, the auditors' report thereon and
the related summary of accounting policies, contained or
incorporated by reference therein and (ii) the other financial
and statistical information contained or incorporated by
reference therein, as to which no opinion need be rendered)
appear on their face to comply as to form in all material
respects with the requirements of Form S-3, the applicable
rules and regulations with respect thereto under the 1939 Act
and the 1933 Act Regulations, to the extent that such
requirements, rules and regulations are applicable to the
forms thereof.
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<PAGE> 16
(xiii) They do not know of any contracts of a
character required to be described in the Registration
Statement or Prospectus or to be filed or incorporated by
reference as exhibits to the Registration Statement which are
not described, filed or incorporated by reference as required.
(xiv) They do not know of any legal proceedings
pending or threatened against the Company of a character which
are required to be disclosed in the Registration Statement and
Prospectus which have not been disclosed therein.
(xv) The Company is not a "Holding Company" or a
"Subsidiary Company" of a "Holding Company" as such terms are
defined in the 1935 Act.
(xvi) The issuance and sale of Notes with
maturities that exceed one year do not require approval of the
FERC under the provisions of the FPA.
(xvii) The Indenture is qualified under the 1939
Act.
(c) Each Agent shall have received from Brown & Wood,
counsel for the Agents, such opinion or opinions, dated the date
hereof, with respect to matters set forth in clauses (i), (x), (xii),
and (xvii) of subparagraph (b) of this Section 5, and to the effect
that:
(i) Assuming that the execution and delivery by
the Company of this Agreement have been duly authorized by all
necessary corporate action on the part of the Company, this
Agreement (including the Terms Agreement, if applicable)
constitutes the legal, valid and binding agreement of the
Company, enforceable against the Company in accordance with
its terms, except insofar as enforceability of the
indemnification and contribution provisions hereof may be
limited under applicable federal or state securities laws and
except as enforceability hereof may be limited by bankruptcy,
insolvency, reorganization or other laws relating to or
affecting creditors' rights generally or by general principles
of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).
(ii) Assuming that the execution and delivery by
the Company of the Indenture have been duly authorized by all
necessary corporate action on the part of the Company, the
Indenture constitutes the legal, valid and binding agreement
of the Company, enforceable against the Company in accordance
with its terms, except as enforceability thereof may be
limited by bankruptcy, insolvency, reorganization or other
laws relating to or affecting creditors' rights generally or
by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at
law).
(iii) The specimen note attached as Annex A
(book-entry/global note) to the officer's certificate of the
Company of even date herewith delivered to the Trustee in
accordance with Sections 103 and 301 of the Indenture (the
"Specimen Note") is
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<PAGE> 17
in the form and contains the terms required by the Indenture,
and such Note in the form of the Specimen Note, when such Note
has been executed by the Company and authenticated by the
Trustee as specified in the Indenture, will on the date of its
issuance (assuming no change in the facts or in the law and
governmental rules and regulations in either case in existence
on the date hereof) properly evidence the indebtedness
represented thereby. Assuming that the execution and delivery
of the Notes have been duly authorized by all necessary
corporate action on the part of the Company, when each Note
has been executed by the Company and authenticated by the
Trustee as specified in the Indenture and delivered against
payment of the consideration therefor determined in accordance
with this Agreement (and the Terms Agreement, if applicable),
it will be on its date of issuance (assuming no change in the
facts or in the law and governmental rules and regulations in
either case in existence on the date hereof) a legal, valid
and binding obligation of the Company, enforceable against the
Company in accordance with its terms, and will be entitled to
the benefit of the Indenture, subject only to the exceptions
stated in clause (ii) above.
In giving such opinion, Brown & Wood may rely as to matters of
Louisiana law upon the opinion of Gordon, Arata, McCollam & Duplantis,
L.L.P., referred to above.
(d) In giving their opinions required by subsections (b)
and (c) of this Section 5, each such counsel shall additionally state
that nothing has come to their attention that would lead them to
believe that (a) the Registration Statement, at the time it became
effective, and if an amendment to the Registration Statement or an
Annual Report on Form 10-K has been filed by the Company with the
Commission subsequent to the effectiveness of the Registration
Statement, then at the time such amendment became effective or at the
time of the most recent such filing (other than (i) the financial
statements and schedules, including the notes thereto, the auditors'
report thereon and the related summary of accounting policies,
contained or incorporated by reference therein, (ii) the other
financial and statistical information contained or incorporated by
reference therein, and (iii) the exhibits thereto, as to which no
statement need be made) contained an untrue statement of a material
fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading or (b) the
Prospectus, as amended or supplemented at the date hereof, or (if such
opinion is being delivered in connection with a Terms Agreement
pursuant to Section 6(b) hereof) at the date of any Terms Agreement
and at the Closing Date with respect thereto, as the case may be
(other than (i) the financial statements and schedules, including the
notes thereto, the auditors' report thereon and the related summary of
accounting policies, contained or incorporated by reference therein
and (ii) the other financial and statistical information contained or
incorporated by reference therein, as to which no statement need be
made), contains an untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made,
not misleading.
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<PAGE> 18
(e) At the date hereof and at each Closing Date with
respect to any Terms Agreement, there shall not have been, since the
respective dates as of which information is given in the Registration
Statement and the Prospectus or since the date of such Terms
Agreement, any material adverse change in the condition, financial or
otherwise, of the Company, or in the earnings, business affairs or
business prospects of the Company, whether or not arising in the
ordinary course of business; and the Agents shall have received a
certificate of the President or the Vice President serving as the
Chief Financial Officer of the Company to the effect (i) that there
has been no such material adverse change, (ii) that the other
representations and warranties of the Company contained in Section 1
are true and correct with the same force and effect as though
expressly made at and as of the date of such certificate, (iii) that
the Company has complied with all agreements and satisfied all
conditions pursuant to this Agreement on its part to be performed or
satisfied at or prior to the date of such certificate, and (iv) that
no stop order suspending the effectiveness of the Registration
Statement has been issued and, to the best of his knowledge, no
proceedings for that purpose have been initiated or threatened by the
Commission.
(f) On the date hereof, the Agents shall have received a
letter from Coopers & Lybrand L.L.P., dated as of the date hereof and
in form and substance satisfactory to the Agents, to the effect that:
(i) they are independent public accountants as
required by the 1933 Act and the 1933 Act Regulations;
(ii) that, in their opinion, the financial
statements and supporting schedules examined by them and
incorporated by reference in the Registration Statement and
covered by their opinion in the Company's most recent Annual
Report on Form 10-K comply as to form in all material respects
with the applicable accounting requirements of the 1934 Act
and the 1934 Act Regulations;
(iii) that on the basis of a reading of the
latest available unaudited interim financial statements
prepared by the Company, a reading of all minutes of meetings
of the shareholders, the Board of Directors and the Executive
and Audit Committees of the Board of Directors of the Company,
discussions with officers of the Company responsible for
financial and accounting matters, and other specified
procedures described in such letter, nothing came to their
attention which caused them to believe that (A) as of the date
of the latest available unaudited interim financial statements
prepared by the Company, there was any change in the capital
stock or long-term debt of the Company, except for (I) the
issuance of Common Stock of the Company pursuant to the
Company's 1981 Incentive Stock Option Plan or its 1990
Long-Term Incentive Compensation Plan, (II) any subsequent
redemption, purchase, conversion and cancellation of shares of
the Company's preferred stock pursuant to sinking fund,
purchase fund or ESOP provisions relating to such preferred
stock and (III) any maturities of the Company's first mortgage
bonds and notes and purchases thereof by the Company to meet
sinking fund provisions relating thereto, or any decrease in
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<PAGE> 19
its net assets, in each case as compared with amounts shown in
the most recent balance sheet information contained in or
incorporated by reference in the Registration Statement, or
(B) for the twelve-month period ending on the date of the
latest available unaudited interim financial statements
prepared by the Company there was any decrease, as compared
with the twelve-month period ended the last day of the
Company's last fiscal year in operating revenues, operating
income, income before interest charges, net income, net income
applicable to common stock or net income per average common
share, except in all instances for changes or decreases which
the Registration Statement discloses have occurred or may
occur;
(iv) that on the basis of inquiries of officers
or the Company responsible for financial and accounting
matters and a reading of the minutes as described above,
nothing has come to their attention which caused them to
believe that (A) at a specified date not more than five
business days prior to the date of such letter there was any
change in the capital stock or long-term debt of the Company
or any decrease in its net assets as compared with the amounts
shown in the latest available unaudited financial statements,
(B) for the period from the date of the latest available
unaudited financial statements to a specified date not more
than five business days prior to the date of such letter there
was any decrease as compared with the corresponding period in
the preceding year in operating revenues, or (C) for a period
of twelve months ended on a specific date not more than five
business days prior to the date of such letter there was any
decrease as compared with the corresponding period of the
preceding year in operating revenues, operating income, income
before interest charges, net income, net income applicable to
common stock or net income per average common share, except in
all instances for changes or decreases which the Registration
Statement discloses have occurred or may occur and except for
(I) the issuance of common stock of the Company pursuant to
the Company's 1981 Incentive Stock Option Plan or its 1990
Long-Term Incentive Compensation Plan, (II) any subsequent
redemption, purchase, conversion and cancellation of shares of
the Company's preferred stock pursuant to sinking fund,
purchase fund or ESOP provisions relating to such preferred
stock and (III) any maturities of the Company's first mortgage
bonds and notes and purchases thereof by the Company to meet
sinking fund provisions relating thereto;
(v) that the ratios of earnings to fixed
charges set forth in the Prospectus under the caption
"Selected Financial Information" (and in any supplement to the
Prospectus under the caption "Selected Financial Information:
Additional Information", if applicable) are arithmetically
correct and that the computation of said ratios complies as to
form in all material respects with the 1933 Act Regulations;
and
(vi) the results of carrying out specified
procedures, described in such letter, performed for the
purpose of comparing specified financial information (which is
limited to financial information derived from general
accounting records of the
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<PAGE> 20
Company) set forth in certain sections of the Registration
Statement or incorporated therein by reference with the
financial statements or accounting records of the Company,
excluding any questions of legal interpretation.
(g) Other Documents. On the date hereof and on each
Closing Date with respect to any applicable Terms Agreement, counsel
to the Agents shall have been furnished with such documents and
opinions as such counsel may reasonably require for the purpose of
enabling such counsel to pass upon the issuance and sale of Notes as
herein contemplated and related proceedings, or in order to evidence
the accuracy and completeness of any of the representations and
warranties, or the fulfillment of any of the conditions, herein
contained; and all proceedings taken by the Company in connection with
the issuance and sale of Notes as herein contemplated shall be
satisfactory in form and substance in the reasonable judgment of the
Agents and to counsel to the Agents.
If any condition specified in this Section 5 shall not have been
fulfilled when and as required to be fulfilled, this Agreement may be
terminated by any of the Agents as to itself and any Terms Agreement may be
terminated by the Purchaser or Purchasers party thereto by notice to the
Company at any time and any such termination shall be without liability of any
party to any other party, except that the covenant set forth in Section 4(d)
hereof, the provisions of Section 4(h) hereof, the indemnity and contribution
agreement set forth in Section 8 hereof, and the provisions of Sections 10 and
13 hereof shall remain in effect.
6. Conditions to the Obligations of the Purchaser. The
obligations of the Purchaser to purchase any Notes will be subject to the
accuracy of the representations and warranties on the part of the Company
herein as of the date of the related Terms Agreement and as of the Closing Date
for such Notes, to the performance and observances by the Company of all
covenants and agreements herein contained on its part to be performed and
observed and to the following additional conditions precedent:
(a) No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for
that purpose shall have been instituted or threatened.
(b) To the extent agreed to in writing between the
Company and the Purchaser in a Terms Agreement, the Purchaser shall
have received, appropriately updated, (i) a certificate of the
Company, dated as of the Closing Date, to the effect set forth in
Section 5(e) (except that references to the Prospectus shall be to the
Prospectus as supplemented as of the date of such Terms Agreement),
(ii) the opinion of Gordon, Arata, McCollam & Duplantis, L.L.P.
counsel for the Company, dated as of the Closing Date, to the effect
set forth in Section 5(b), or in lieu of such opinion, Gordon, Arata,
McCollam & Duplantis, L.L.P. may furnish each of you with a letter,
dated as of the Closing Date, authorizing reliance to the effect set
forth in Section 5(b) hereof, (iii) the opinion of Brown & Wood,
counsel for the Purchaser, dated as of the Closing Date, to the effect
set forth in Section 5(c),
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<PAGE> 21
and (iv) the letter of Coopers & Lybrand L.L.P., independent
accountants for the Company, dated as of the Closing Date, to the
effect set forth in Section 5(f).
If any of the conditions specified in this Section 6 shall not have
been fulfilled in all material respects when and as provided in this Agreement
and an applicable Terms Agreement, or if any of the opinions and certificates
mentioned above or elsewhere in this Agreement or such Terms Agreement and
required to be delivered to the Purchaser pursuant to the terms hereof and
thereof shall not be in all material respects reasonably satisfactory in form
and substance to the Purchaser and its counsel, such Terms Agreement and all
obligations of the Purchaser thereunder and with respect to the Notes subject
thereto may be canceled at, or at any time prior to, the respective Closing
Date by the Purchaser. Notice of such cancellation shall be effective when
given to the Company in writing by mail or facsimile transmission or by
telephone confirmed in writing.
7. Right of Person Who Agreed to Purchase to Refuse to Purchase.
The Company agrees that any person who has agreed to purchase and pay for any
Note pursuant to a solicitation by any of the Agents shall have the right to
refuse to purchase such Note if, at the Closing Date therefor, any condition
set forth in Section 5 or 6, as applicable, shall not be satisfied.
8. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each of you, the directors, officers, employees and
agents of each of you and each person who controls each of you within the
meaning of either the 1933 Act or the 1934 Act against any and all losses,
claims, damages or liabilities, joint or several, to which you, they or any of
you or them may become subject under the 1933 Act, the 1934 Act or other
federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement as
originally filed or in any amendment thereof, or in the Prospectus, or in any
amendment thereof or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein (in the case of the
Prospectus or any supplement thereto, in light of the circumstances under which
such statement was made) not misleading, and agrees to reimburse each such
indemnified party, as incurred, for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that the Company will
not be liable in any such case to the extent that any such loss, claim, damage
or liability 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 any of you specifically for inclusion therein or in reliance upon
the Form T-1. This indemnity agreement will be in addition to any liability
which the Company may otherwise have.
(b) Each of you agrees to indemnify and hold harmless the Company
, each of its directors, each of its officers who signs the Registration
Statement and each person, if any, who controls the Company within the meaning
of either the 1933 Act or the 1934 Act, to the same extent as the foregoing
indemnity from the Company to you, but only with reference to written
information relating to such of you furnished to the Company by or on behalf of
such of you specifically for
-21-
<PAGE> 22
inclusion in the documents referred to in the foregoing indemnity.
This indemnity agreement will be in addition to any liability which
you may otherwise have. The Company acknowledges that the statements
set forth in the last paragraph of the cover page, and under the
heading "Plan of Distribution", of the Prospectus constitute the only
information furnished in writing by any of you for inclusion in the
documents referred to in the foregoing indemnity, and you confirm that
such statements are correct.
(c) Promptly after receipt by an indemnified party under
this Section 8 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made
against the indemnifying party under this Section 8, notify the
indemnifying party in writing of the commencement thereof; but the
failure so to notify the indemnifying party (i) will not relieve it
from liability under paragraph (a) or (b) above unless and to the
extent the indemnifying party did not otherwise learn of such action
and such failure results in the forfeiture by the indemnifying party
of substantial rights and defenses and (ii) will not, in any event,
relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided in paragraph
(a) or (b) above. The indemnifying party shall be entitled to appoint
counsel of the indemnifying party's choice at the indemnifying party's
expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall
not thereafter be responsible for the fees and expenses of any
separate counsel retained by the indemnified party or parties except
as set forth below); provided, however, that such counsel shall be
satisfactory in the reasonable judgment of the indemnified party.
Notwithstanding the indemnifying party's election to appoint counsel
to represent the indemnified party in an action, the indemnified party
shall have the right to employ separate counsel (including local
counsel), and the indemnifying party shall bear the reasonable fees,
costs and expenses of such separate counsel if (i) the use of counsel
chosen by the indemnifying party to represent the indemnified party
would present such counsel with a conflict of interest, (ii) the
actual or potential defendants in, or targets of, any such action
include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be
legal defenses available to it and/or other indemnified parties which
are different from or additional to those available to the
indemnifying party, (iii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to represent
the indemnified party within a reasonable time after notice of the
institution of such action or (iv) the indemnifying party shall
authorize the indemnified party to employ separate counsel at the
expense of the indemnifying party. In no event shall the indemnifying
parties be liable for the fees and expenses of more than one counsel
(in addition to any local counsel) separate from their own counsel for
all indemnified parties in connection with any one action or separate
but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances. An indemnifying party
will not, without the prior written consent of the indemnified
parties, settle or compromise or consent to the entry of any judgment
with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be
sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement,
compromise or consent includes an unconditional release of each
indemnified party from all liability arising out of such claim,
action, suit or proceeding.
-22-
<PAGE> 23
(d) In the event that the indemnity provided in paragraph
(a) or (b) of this Section 8 is held unenforceable or is unavailable
to or insufficient to hold harmless an indemnified party for any
reason, the Company and each of you agree to contribute to the
aggregate losses, claims, damages and liabilities (including legal or
other expenses reasonably incurred in connection with investigating or
defending same) (collectively "Losses") to which the Company and one
or more of you may be subject in such proportion as is appropriate to
reflect the relative benefits received by the Company and by each of
you from the offering of the Notes from which such Losses arise;
provided, however, that in no case shall any of you be responsible for
any amount in excess of the commissions received by such of you in
connection with the Notes from which such Losses arise (or, in the
case of Notes sold pursuant to a Terms Agreement, the aggregate
commissions that would have been received by such of you if such
commissions had been payable). If the allocation provided by the
immediately preceding sentence is unavailable for any reason, the
Company and each of you shall contribute in such proportion as is
appropriate to reflect not only such relative benefits but also the
relative fault of the Company and of each of you in connection with
the statements or omissions which resulted in such Losses as well as
any other relevant equitable considerations. Benefits received by the
Company shall be deemed to be equal to the total net proceeds from the
offering (before deducting expenses) of the Notes from which such
Losses arise, and benefits received by each of you shall be deemed to
be equal to the total commissions received by such of you in
connection with the Notes from which such Losses arise (or, in the
case of Notes sold pursuant to a Terms Agreement, the aggregate
commissions that would have been received by such of you if such
commissions had been payable). Relative fault shall be determined by
reference to whether any alleged untrue statement or omission relates
to information provided by the Company or any of you. The Company and
each of you agree that it would not be just and equitable if
contribution were determined by pro rata allocation or any other
method of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of
this paragraph (d), no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 8, each
person who controls any of you within the meaning of the 1933 Act or
the 1934 Act and each director, officer, employee and agent of any of
you shall have the same rights to contribution as you and each person
who controls the Company within the meaning of either the 1933 Act or
the 1934 Act, each officer of the Company who shall have signed the
Registration Statement, each director of the Company and each person,
if any, who controls the Company shall have the same rights to
contribution as the Company, subject in each case to the applicable
terms and conditions of this paragraph (d).
9. Termination; Amendment. (a) This Agreement will
continue in effect until terminated as provided in this Section 9.
This Agreement may be terminated by either the Company as to any of
you or any of you insofar as this Agreement relates to such of you, by
giving written notice of such termination to such of you or the
Company, as the case may be. This Agreement shall so terminate at the
close of business on the first business day following the receipt of
such notice by the party to whom such notice is given. In the event
of such termination, no party so terminated shall have any liability
to any other party so terminated, except as provided in the fourth
paragraph of Section 2(a), Section 4(d), Section 4(h), Section 8,
Section 10 and Section 13. This Agreement may be amended by the
written agreement of the parties hereto.
-23-
<PAGE> 24
(b) Each Terms Agreement (whether oral or written) shall
be subject to termination by the Purchaser, by notice given to the
Company prior to delivery of any payment for any Note to be purchased
thereunder, if prior to such time (i) there shall have occurred,
subsequent to the agreement to purchase such Note, any material
adverse change, or any change in the condition, financial or
otherwise, or in the earnings, business affairs or business prospects
of the Company, whether or not arising in the ordinary course of
business, (ii) there shall have been, subsequent to the agreement to
purchase such Note, any decrease in the rating of any of the Company's
debt securities by any "nationally recognized statistical rating
organization" (as defined for purposes of Rule 436(g) under the 1933
Act) or any notice publicly given of any intended or potential
decrease in any such rating or of a possible change in any such rating
that does not indicate the direction of the possible change, (iii)
trading in the Company's common stock shall have been suspended by the
Commission or a national securities exchange or trading in securities
generally on the New York Stock Exchange, the American Stock Exchange
or the Pacific Stock Exchange shall have been suspended or minimum
prices shall have been established on either of such Exchanges, (iv) a
banking moratorium shall have been declared either by Federal or
Louisiana or New York State authorities, or (v) there shall have
occurred any outbreak or material escalation of hostilities,
declaration by the United States of a national emergency or war or
other calamity or crisis the effect of which on financial markets is
such as to make it, in the reasonable judgment of the Purchaser,
impracticable to proceed with the offering or delivery of such Notes
as contemplated by the Prospectus (exclusive of any supplement
thereto).
10. Survival of Certain Provisions. The respective
agreements, representations, warranties, indemnities and other
statements of the Company or its officers and of each of you set forth
in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf of any of
you or the Company or any of the directors, officers, employees,
agents or controlling persons referred to in Section 8 hereof, and
will survive delivery of and payment for the Notes. The provisions of
Sections 4(d), 4(h), 8 and 13 hereof and this Section 10 shall survive
the termination or cancellation of this Agreement. The provisions of
this Agreement applicable to any purchase of a Note for which an
agreement to purchase exists prior to the termination hereof shall
survive any termination of this Agreement. If at the time of
termination of this Agreement any Purchaser shall own any Notes with
the intention of selling them, the provisions of Section 4 shall
remain in effect until such Notes are resold.
11. Notices. All communications hereunder will be in
writing and effective only on receipt, and, if sent to any of you,
will be mailed, delivered, transmitted via facsimile or telegraphed
and confirmed to such of you, at the address specified in Schedule I
hereto; or, if sent to the Company, will be mailed, delivered,
transmitted via facsimile or telegraphed and confirmed to it at the
address specified in Schedule I hereto.
12. Successors. This Agreement will inure to the benefit
of and be binding upon the parties hereto, their respective
successors, the directors, officers, employees, agents and controlling
persons referred to in Section 8 hereof and no other person will have
any right or obligation hereunder.
-24-
<PAGE> 25
13. Applicable Law. This Agreement will be governed by and
construed in accordance with the laws of the State of New York.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company and each of you.
Very truly yours,
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
By:
-------------------------------
Name:
Title:
The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.
Salomon Brothers Inc
By:
-----------------------------
Name:
Title:
Goldman, Sachs & Co.
- --------------------------------
Smith Barney Inc.
By:
-----------------------------
Name:
Title:
-25-
<PAGE> 26
First Chicago Capital Markets, Inc.
By:
-----------------------------
Name:
Title:
-26-
<PAGE> 27
SCHEDULE I
Commissions:
The Company agrees to pay each Agent a commission equal to the
following percentage of the principal amount of each Note sold on an agency
basis by such Agent:
<TABLE>
<CAPTION>
Term Commission Rate
---- ---------------
<S> <C>
From 1 year but less than 18 months . . . . . . . . . . . .125%
From 18 months but less than 2 years . . . . . . . . . . .150%
From 2 years but less than 3 years . . . . . . . . . . . .200%
From 3 years but less than 4 years . . . . . . . . . . . .250%
From 4 years but less than 5 years . . . . . . . . . . . .350%
From 5 years but less than 6 years . . . . . . . . . . . .450%
From 6 years but less than 7 years . . . . . . . . . . . .500%
From 7 years but less than 8 years . . . . . . . . . . . .550%
From 8 years but less than 9 years . . . . . . . . . . . .600%
From 9 years but less than 10 years . . . . . . . . . . . .600%
From 10 years but less than 15 years . . . . . . . . . . .625%
From 15 years but less than 20 years . . . . . . . . . . .700%
From 20 years to 30 years . . . . . . . . . . . . . . . . .750%
In excess of 30 years . . . . . . . . . . . . . . . . . . *
</TABLE>
* To be negotiated at the time of sale.
Unless otherwise specified in the applicable Terms Agreement,
the discount or commission payable to a Purchaser shall be determined on the
basis of the commission schedule set forth above.
Address for Notice to you:
Notices to Central Louisiana Electric Company, Inc. shall be directed
to it at 2030 Donahue Ferry Road, Pineville, LA 71360, Attention of Director,
Financing and Cash Management.
Notices to Salomon Brothers Inc shall be directed to it at Seven World
Trade Center, New York, New York 10048, Attention of the Medium-Term Note
Department.
Notices to Goldman, Sachs & Co. shall be directed to it at 85 Broad
Street, New York, New York 10005, Attention of Credit Department - Medium-Term
Notes.
Notices to Smith Barney Inc. shall be directed to it at 380 Greenwich
Street, Fourth Floor, New York, New York 10013, Attention of Medium-Term Note
Product Management/Origination - Mark Meyer.
-27-
<PAGE> 28
Notices to First Chicago Capital Markets, Inc. shall be directed to it
at One First National Plaza, 8th Floor, Suite 0995, Chicago, Illinois 60670,
Attention of Medium-Term NOte Administrator.
-28-
<PAGE> 29
EXHIBIT A
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
Medium Term Notes
Due More Than One Year from Date of Issue
TERMS AGREEMENT
, 199_
Attention:
Subject in all respects to the terms and conditions of the
Selling Agency Agreement (the "Agency Agreement") dated May __ , 1996, among
Salomon Brothers Inc, Goldman, Sachs & Co., Smith Barney Inc., First Chicago
Capital Markets, Inc. and you, the undersigned agrees to purchase the following
Notes of Central Louisiana Electric Company, Inc.
Aggregate Principal Amount: $
Interest Rate:
Date of Maturity:
Interest Payment Dates:
Regular Record Dates:
Discount or Commission: % of Principal Amount
Purchase Price: % of Principal Amount [plus accrued
interest from 199 ]
Purchase Date and Time:
Place for Delivery of Notes
and Payment Therefor:
Method of Payment:
-29-
<PAGE> 30
Modification, if any, in the requirements to deliver
the documents specified in Section 6(b) of the
Agency Agreement:
Period during which additional Notes may not be sold
pursuant to Section 4(m) of the Agency Agreement:
Redemption Provision (if any):
[Purchaser]
By:
-----------------------------
Accepted:
By:
-----------------------------
-30-
<PAGE> 1
EXHIBIT 4(a)(2)
AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE
DATED AS OF APRIL 1, 1996
AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of
April 1, 1996 by and among Central Louisiana Electric Company, Inc., a
corporation duly organized and existing under the laws of Louisiana and having
its principal office at 2030 Donahue Ferry Road, Pineville, Louisiana
71360-5226 (the "Company"), Bankers Trust Company, a banking corporation duly
organized and existing under the laws of the State of New York and having its
principal corporate trust office at Four Albany Street, New York, New York
10006 (the "Resigning Trustee") and The Bank of New York, a banking corporation
duly organized and existing under the laws of the State of New York and having
its principal corporate trust office at 101 Barclay Street, New York, New York
10286 (the "Successor Trustee").
RECITALS:
WHEREAS, there is currently authorized and issued $215,000,000
aggregate principal amount of the Company's Medium Term Notes under an
Indenture dated as of October 1, 1988 by and between the Company and the
Resigning Trustee (said Notes are hereinafter referred to as "Securities" and
said Indenture is hereinafter referred to as the "Indenture");
WHEREAS, Section 610(b) of the Indenture provides that the Trustee may
at any time resign by giving written notice of such resignation to the Company,
effective upon the acceptance by a successor Trustee of its appointment as a
successor Trustee;
WHEREAS, Section 610(e) of the Indenture provides that, if the Trustee
shall resign, the Company, by a Board Resolution, shall promptly appoint a
successor Trustee;
WHEREAS, the Company, by a Board Resolution, has provided for the
appointment of such a successor Trustee;
WHEREAS, Section 611(a) of the Indenture provides that any successor
Trustee appointed in accordance with the Indenture shall execute, acknowledge
and deliver to the Company and the retiring Trustee an instrument accepting
such appointment under the Indenture, and thereupon the resignation of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed of conveyance, shall become vested with all rights, powers,
trusts and duties of the retiring Trustee;
WHEREAS, Section 611(a) of the Indenture provides that on the request
of the Company or the successor Trustee, the retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring
<PAGE> 2
Trustee and shall duly assign, transfer and deliver to such successor Trustee
all property and money held by such retiring Trustee under the Indenture;
WHEREAS, pursuant to Sections 1002 and 305 of the Indenture, Resigning
Trustee was appointed Security Registrar and Paying Agent with respect to all
the securities heretofore and hereafter authenticated and delivered under the
Indenture;
WHEREAS, the Company desires to appoint Successor Trustee as Trustee;
Paying Agent and Security Registrar with respect to all the securities
heretofore and hereafter authenticated and delivered under the Indenture to
succeed Resigning Trustee under the Indenture; and
WHEREAS, Successor Trustee is willing to accept such appointment as
Trustee, Paying Agent and Security Registrar under the Indenture;
NOW, THEREFORE, the Company, Resigning Trustee and Successor Trustee,
for and in consideration of the premises and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
hereby consent and agree as follows:
ARTICLE I
THE RESIGNING TRUSTEE
SECTION 1.1 Pursuant to Section 610 of the Indenture, Resigning
Trustee hereby notifies the Company that Resigning Trustee is hereby resigning
as Trustee under the Indenture.
SECTION 1.2 Resigning Trustee hereby represents and warrants to
Successor Trustee that:
(a) No covenant or condition contained in the
Indenture has been waived by Resigning Trustee or, to the best
of the knowledge of the Responsible Officers of Resigning
Trustee's Corporate Trust and Agency Group, by the Holders of
the percentage in aggregate principal amount of the Securities
required by the Indenture to effect any such waiver.
(b) There is no action, suit or proceeding
pending or, to the best of the knowledge of the Responsible
Officers assigned to Resigning Trustee's Corporate Trust and
Agency Group, threatened against Resigning Trustee before any
court or any governmental authority arising out of any action
or omission by Resigning Trustee as Trustee under the
Indenture.
(c) As of the effective date of this Agreement,
Resigning Trustee will hold no monies or property under the
Indenture.
(d) Pursuant to Section 303 of the Indenture,
Resigning Trustee duly authenticated and delivered, on various
dates, $215,000,000 aggregate principal amount of Securities
which are outstanding as of the effective date hereof.
-2-
<PAGE> 3
(e) Each person who so authenticated the
Securities was duly elected, qualified and acting as an
officer of Resigning Trustee and empowered to authenticate the
Securities at the respective times of such authentication and
the signature of such person or persons appearing on such
Securities is each such person's genuine signature.
(f) This Agreement has been duly authorized,
executed and delivered on behalf of Resigning Trustee and
constitutes its legal, valid and binding obligation.
(g) To the best of the knowledge of the
Responsible Officers of the Resigning Trustee's Corporate
Trust and Agency Group, no event has occurred and is
continuing which is, or after notice or lapse of time would
become, an Event of Default under Section 501 of the
Indenture.
SECTION 1.3 Resigning Trustee hereby assigns, transfers, delivers and
confirms to Successor Trustee all right, title and interest of Resigning
Trustee in and to the trust under the Indenture, all the rights, powers and
trusts of the Trustee under the Indenture, and all property and money held by
such Resigning Trustee under the Indenture. Resigning Trustee shall execute
and deliver such further instruments and shall do such other things as
Successor Trustee may reasonably require so as to more fully and certainly vest
and confirm in Successor Trustee all the rights, trusts and powers hereby
assigned, transferred, delivered and confirmed to Successor Trustee as Trustee,
Paying Agent and Registrar.
SECTION 1.4 Resigning Trustee shall deliver to Successor Trustee, as
of or immediately after the effective date hereof, all of the documents listed
on Exhibit A hereto.
ARTICLE II
THE COMPANY
SECTION 2.1 The Company hereby accepts the resignation of Resigning
Trustee as Trustee, Paying Agent and Security Registrar under the Indenture
with respect to all securities heretofore or hereafter authenticated and
delivered pursuant thereto.
SECTION 2.2 The Secretary or Assistant Secretary of the Company who
is attesting to the execution of this Agreement by the Company hereby certifies
that Exhibit B annexed hereto is a copy of the Board Resolutions which were
duly adopted by the Board of Directors of the Company on January 26, 1996,
which are in full force and effect on the date hereof, and which authorize
certain officers of the Company to (a) accept Resigning Trustee's resignation
as Trustee, Paying Agent and Security Registrar under the Indenture with
respect to all securities heretofore or hereafter authenticated and delivered
pursuant thereto; (b) appoint Successor Trustee as Trustee, Paying Agent and
Security Registrar under the Indenture with respect to all securities
heretofore or hereafter authenticated and delivered pursuant thereto; and (c)
execute and deliver such agreements and other instruments as may be necessary
or desirable to effectuate the succession of Successor Trustee as Trustee,
Paying Agent and Security Registrar under the Indenture.
-3-
<PAGE> 4
SECTION 2.3 The Company hereby appoints Successor Trustee as
Trustee, Paying Agent and Security Registrar under the Indenture with respect
to all securities heretofore or hereafter authenticated and delivered pursuant
thereto, to succeed to, and hereby vests Successor Trustee with, all the
rights, powers, trusts and duties of Resigning Trustee under the Indenture with
like effect as if originally named as Trustee, Paying Agent and Security
Registrar in the Indenture.
SECTION 2.4 Promptly after the effective date of this Agreement, the
Company shall cause a notice, substantially in the form of Exhibit C annexed
hereto, to be sent to each Holder of the Securities (and published in the case
of any Bearer Securities) in accordance with the provisions of Section 610(f)
of the Indenture.
SECTION 2.5 The Company hereby represents and warrants to Resigning
Trustee and Successor Trustee that:
(a) The Company is a corporation duly and validly
organized and existing pursuant to the laws of the State of
Louisiana.
(b) The Indenture was validly and lawfully
executed and delivered by the Company and the Securities were
validly issued by the Company.
(c) The Company has performed or fulfilled prior
to the date hereof, and will continue to perform and fulfill
after the date hereof, each covenant, agreement, condition,
obligation and responsibility under the Indenture.
(d) No event has occurred and is continuing which
is, or after notice or lapse of time would become, an Event of
Default under Section 501 of the Indenture.
(e) No covenant or condition contained in the
Indenture has been waived by Company or, to the best of
Company's knowledge, by Holders of the percentage in aggregate
principal amount of the Securities required to effect any such
waiver.
(f) There is no action, suit or proceeding
pending or, to the best of Company's knowledge, threatened
against the Company before any court or any governmental
authority arising out of any action or omission by Company
under the Indenture.
(g) This Agreement has been duly authorized,
executed and delivered on behalf of Company and constitutes
its legal, valid and binding obligation.
(h) All conditions precedent relating to the
appointment of The Bank of New York as successor Trustee,
Paying Agent and Security Registrar under the Indenture have
been complied with by the Company.
-4-
<PAGE> 5
ARTICLE III
THE SUCCESSOR TRUSTEE
SECTION 3.1 Successor Trustee hereby represents and warrants to
Resigning Trustee and to the Company that:
(a) Successor Trustee is not disqualified under
the provisions of Section 608 of the Indenture and is eligible
under the provisions of Section 609 of the Indenture to act as
Trustee under the Indenture.
(b) This Agreement has been duly authorized,
executed and delivered on behalf of Successor Trustee and
constitutes its legal, valid and binding obligation.
SECTION 3.2 Successor Trustee hereby accepts its appointment as
successor Trustee, Paying Agent and Security Registrar under the Indenture with
respect to all securities heretofore or hereafter authenticated and delivered
pursuant thereto and all property and money held or to be held under the
Indenture and accepts the rights, powers, trusts, duties and obligations of
Resigning Trustee as Trustee, Paying Agent and Security Registrar, under the
Indenture with respect to all securities heretofore or hereafter authenticated
and delivered pursuant thereto and all property and money held or to be held
under the Indenture, upon the terms and conditions set forth therein, with like
effect as if originally named as Trustee, Paying Agent and Security Registrar
under the Indenture.
SECTION 3.3 References in the Indenture to "Corporate Trust Office"
or other similar terms shall be deemed to refer to the Corporate Trust Office
of Successor Trustee at 101 Barclay Street, New York, New York 10286 or any
other office of Successor Trustee at which, at any particular time, its
corporate trust business shall be administered.
ARTICLE IV
MISCELLANEOUS
SECTION 4.1 Capitalized terms not otherwise defined herein shall
have the respective meanings assigned to them in the Indenture.
SECTION 4.2 This Agreement and the resignation, appointment and
acceptance effected hereby shall be effective as of the date first above
written.
SECTION 4.3 Resigning Trustee hereby acknowledges payment or
provision for payment in full by the Company of compensation for all services
rendered by Resigning Trustee under Section 607 of the Indenture and
reimbursement in full by the Company of the expenses, disbursements and
advances incurred or made by Resigning Trustee in accordance with the
provisions of the Indenture. Resigning Trustee acknowledges that it
relinquishes any lien it may have upon all property or funds held or collected
by it to secure any amounts due it pursuant to the provisions of Section 607 of
the Indenture. The Company acknowledges its obligation set forth in Section
607 of the Indenture to indemnify Resigning Trustee for, and to hold Resigning
Trustee harmless against, any loss, liability and expense incurred without
negligence or bad faith on the part of the Resigning Trustee and arising out of
or in connection with the acceptance or administration
-5-
<PAGE> 6
of the trust evidenced by the Indenture prior to the date hereof (which
obligation shall survive the execution hereof).
SECTION 4.4 This Agreement shall be governed by and construed in
accordance with the laws of the jurisdiction which govern the Indenture.
SECTION 4.5 This Agreement may be executed in any number of
counterparts each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.
SECTION 4.6 The Company, Resigning Trustee and Successor Trustee
hereby acknowledge receipt of an executed and acknowledged counterpart of this
Agreement and the effectiveness thereof.
IN WITNESS WHEREOF, the parties hereby have caused this Agreement of
Resignation, Appointment and Acceptance to be duly executed and acknowledged
and their respective seals to be affixed hereunto to be effective all as of the
day and year first above written.
[SEAL] Company:
CENTRAL LOUISIANA ELECTRIC
COMPANY, INC.
Attest: By: /s/ Michael P. Prudhomme
-----------------------------------
Name: Michael P. Prudhomme
Title: Secretary/Treasurer
/s/ Judy P. Miller
- -------------------------------
Assistant Secretary
[SEAL]
Attest: Resigning Trustee:
BANKERS TRUST COMPANY
By: /s/ Scott Thiel
-----------------------------------
Name: Scott Thiel
Title: Assistant Vice President
/s/ Kevin Weeks
- -------------------------------
Authorized Officer
-6-
<PAGE> 7
[SEAL] Successor Trustee:
THE BANK OF NEW YORK
By: /s/ W. T. Cunningham
----------------------------------
Name: W. T. Cunningham
Title: Vice President
/s/ Betty Cocozza
- -------------------------------
Assistant Treasurer
-7-
<PAGE> 8
EXHIBIT A
Documents to be delivered to Successor Trustee
1. Executed copy of Indenture dated as of October 1, 1988
2. Conformed copy of Indenture
3. File of Closing Documents
4. Copies of the most recent of each of the SEC reports delivered by the
Company pursuant to Section 704 of the Indenture.
5. A copy of the most recent Compliance Certificate delivered pursuant to
Section 1005 of the Indenture.
6. Certified List of Holders as of April 1, 1996 including certificate
detail and all"stop transfers" and the reason for such "stop
transfers" (or, alternatively, if there are a substantial number of
registered Holders, the computer tape reflecting the identity of such
Holders).
7. Copies of any official notices sent by the Trustee to all the Holders
of the Notes pursuant to the terms of the Indenture during the past
twelve months and a copy of the most recent Trustee's Annual Report to
Holders.
-8-
<PAGE> 9
EXHIBIT B
CERTIFICATE OF SECRETARY
I, JUDY P. MILLER, Assistant Corporate Secretary of Central Louisiana
Electric Company, Inc., a Louisiana corporation, do hereby certify that the
following is a true and correct copy of resolutions adopted by the Board of
Directors of the Corporation at a meeting duly held in New Orleans, Louisiana,
on January 26, 1996, at which meeting a quorum was present and acted
throughout:
WHEREAS, the Company has previously entered into an Indenture with
Bankers Trust Company ("Bankers") as Trustee, dated as of October 1, 1988
("Indenture"), which provides for the issuance from time to time of unsecured
indebtedness, and has also appointed Bankers as "Paying Agent" and "Security
Registrar" with respect to securities issued pursuant to said Indenture, and
WHEREAS, the Company has from time to time instructed Bankers to
authenticate and deliver to purchasers various issues of unsecured medium-term
notes in various principal amounts, having different interest rates, maturity
dates and redemption provisions ("Medium-Term Notes"), and
WHEREAS, the aggregate amount of Medium-Term Notes of the Company
issued and outstanding as of the date of these resolutions is $215,000,000, and
WHEREAS, it has been determined to be desirable and in the best
interests of the Company that Bankers be asked to voluntarily resign as
Trustee, Paying Agent and Security Registrar for all series of Medium-Term
Notes currently issued and outstanding, and The Bank of New York be appointed
as successor Trustee, Paying Agent and Registrar with respect to all series of
Medium-Term Notes now outstanding and to be issued under the Indenture in the
future,
NOW, THEREFORE, BE IT RESOLVED, that the President, Vice President -
Finance, Secretary/Treasurer, or any one of them acting alone, (collectively
hereinafter referred to as "Officers" and individually as an "Officer") be, and
each of them is hereby authorized, empowered and directed, for and on behalf of
the Company, to ask Bankers to voluntarily resign as Trustee, Paying Agent and
Security Registrar; and further
RESOLVED, that upon the resignation of Bankers as Trustee, Paying
Agent and Security Registrar with respect to all securities now outstanding
under the Indenture in accordance with Section 610 of the Indenture, the
Officers, or any one of them, be, and each of them hereby is authorized,
empowered and directed, for and on behalf of the Company, to accept the
resignation of Bankers as Trustee, Paying Agent and Securities Registrar and to
appoint The Bank of New York as successor Trustee, Paying Agent and Security
Registrar ("Successor Trustee") under the Indenture with respect to all
securities now outstanding and to be issued in the future under the Indenture,
and that such resignation and appointment to be effective upon the execution
and delivery by Successor
-9-
<PAGE> 10
Trustee to the Company of an instrument or instruments accepting such
appointment as Successor Trustee under the Indenture; and further
RESOLVED, that the Officers, or any one of them, be, and each of
them hereby is authorized, empowered and directed to execute and deliver
in the name and on behalf of the Company an instrument or instruments
appointing Successor Trustee as the successor Trustee and accepting the
resignation of Bankers; and further
RESOLVED, that the Officers, or any one of them acting alone, are
hereby authorized, empowered and directed to do or cause to be done all
such acts or things, and to execute and deliver, or cause to be executed
or delivered, any and all such other agreements, amendments, instruments,
certificates, documents, or papers (including, without limitation, any and
all notices and certificates required or permitted to be given or made on
behalf of the Company to Successor Trustee or to Bankers), under the terms
of any of the executed instruments in connection with the resignation of
Bankers, and the appointment of Successor Trustee, in the name and on
behalf of the Company as any of such Officers, in such Officer's
discretion, may deem necessary or advisable to effectuate or carry out the
purposes and intent of the foregoing resolutions, and to exercise any of
the Company's obligations under the instruments and agreements executed on
behalf of the Company in connection with the resignation of Bankers and
the appointment of Successor Trustee.
And I do further certify that these resolutions have not been
amended, revoked or repealed up to the date of this certification.
WITNESS MY HAND and the seal of this Corporation this 1st day of
April, 1996, at Pineville, Louisiana.
/s/ Judy P. Miller
--------------------------------------
Judy P. Miller
Assistant Corporate Secretary
[SEAL]
-10-
<PAGE> 11
EXHIBIT C
[COMPANY LETTERHEAD]
NOTICE
To the Holders of
Central Louisiana Electric Company, Inc.
Medium Term Notes
NOTICE IS HEREBY GIVEN, pursuant to Section 610 (f) of the Indenture dated as
of October 1, 1988 by and between Central Louisiana Electric Company, Inc. (the
"Company") and Bankers Trust Company, as Trustee, that Bankers Trust Company
has resigned as Trustee under the Indenture.
Pursuant to Section 611 of the Indenture, The Bank of New York, a corporation
duly organized and existing under the laws of the State of New York, has
accepted appointment as Trustee under the Indenture. The address of the
Corporate Trust Office of The Bank of New York is 101 Barclay Street, New York,
New York 10286.
Bankers Trust Company's resignation as Trustee and The Bank of New York's
appointment as successor Trustee were effective as of the opening of business
on April 1, 1996.
Dated: Pineville, Louisiana
April ____, 1996
Very truly yours,
Central Louisiana Electric Company, Inc.
By:
-------------------------------------
Name:
Title:
-11-
<PAGE> 1
EXHIBIT 4(b)
FORM OF BOOK-ENTRY NOTE
Unless this certificate is presented by an authorized representative of The
Depository Trust Company (55 Water Street, New York, New York) to the issuer or
its agent for registration of transfer, exchange or payment and any certificate
issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of The Depository Trust Company and any payment
is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof,
Cede & Co., has an interest herein.
This Note is registered in the name of a depositary (hereinafter, a
"Depositary") or a nominee of a Depositary appointed by the Company pursuant to
the terms of the Indenture hereinafter referred to. This Note is exchangeable
for Notes registered in the name of a Person other than the Depositary or its
nominee only in certain circumstances described in an Officers' Certificate
delivered to the Trustee by the Company pursuant to Sections 103 and 301 of the
Indenture, and unless and until this Note is exchanged in whole or in part for
one or more Notes in definitive form, no transfer of this Note (other than a
transfer of this Note as a whole (i) by the Depositary to a nominee of the
Depositary, (ii) by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or (iii) by the Depositary or any nominee of the
Depositary to a successor Depositary or a nominee of such successor Depositary)
may be registered except in such circumstances.
REGISTERED CENTRAL LOUISIANA ELECTRIC COMPANY, INC. REGISTERED
MEDIUM-TERM NOTE
CUSIP No.: PRINCIPAL AMOUNT:
$________________
ORIGINAL ISSUE DATE: INTEREST RATE: MATURITY DATE: LIMITATION DATE:
REFUNDING RATE: INITIAL REDEMPTION DATE: INITIAL REDEMPTION PERCENTAGE:
ANNUAL REDEMPTION PERCENTAGE REDUCTION: OPTIONAL REPAYMENT DATE:
CENTRAL LOUISIANA ELECTRIC COMPANY, INC., a Louisiana corporation (the
"Company"), for value received, hereby promises to pay to, CEDE & CO., or
registered assigns, the principal sum of _____________________________________
DOLLARS, on the Maturity Date shown above (except to the extent redeemed prior
to the Maturity Date), and to pay interest thereon, at the rate per annum shown
above, until the principal hereof is paid or duly made available for payment.
The Company will pay interest semi-annually on March 15 and September 15 (each
an "Interest Payment Date"), commencing with the Interest Payment Date
following the Original Issue Date shown above and on the Maturity Date or any
Redemption Date or Optional Repayment Date (as defined below); provided,
however, that if the Original Issue Date is between a Regular Record Date, as
defined below, and an Interest Payment Date, interest payments will commence on
the second Interest Payment Date following the Original Issue Date. Interest
payments on this Note will be computed and paid on the basis of a 360-day year
of twelve 30-day months. Interest on this Note will accrue from the most recent
Interest Payment Date to which interest has been paid or duly provided for or,
if no interest has been paid, from the Original Issue Date until the principal
hereof has been paid or made available for payment. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture referred to on the reverse hereof, be paid to the
Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the March 1 or the September 1 (whether or not a
Business Day) (each a "Regular Record Date"), as the case may be, next
preceding such Interest Payment Date; provided, however, interest payable on
the Maturity Date or any Redemption Date or Optional Repayment Date (as defined
below) shall be payable to the Person to whom the principal hereof shall be
payable. Any such interest which is payable, but is not punctually paid or
duly provided for on any Interest Payment Date, shall forthwith cease to be
payable to the registered Holder on such Regular Record Date, and may be paid
to the Person in whose name this Note (or one or more Predecessor Securities)
is registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to the Holder of this Note not less than ten days prior to such Special
Record Date, or may be paid at any time in any other lawful manner, all as more
fully provided in the Indenture. Payment of the principal of and interest on
this Note will be made in immediately available funds at the office or agency
of the Company maintained for that purpose in the Borough of Manhattan, the
City of New York, in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public and private debt.
This Note is one of the series of Medium-Term Notes.
Unless the certificate of authentication hereon has been executed by The
Bank of New York, the Trustee under the Indenture, or its successor thereunder,
by the manual signature of one of its authorized officers, this Note shall not
be entitled to any benefits under the Indenture, or be valid or obligatory for
any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
THE BANK OF NEW YORK, as Trustee [Seal of Company]
By:
Authorized Officer
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
By: Vice President
Attest:
Secretary
<PAGE> 2
This Note is one of a duly authorized issue of Securities (herein called
the "Securities") of the Company, issued and to be issued under an Indenture
dated as of October 1, 1988 (herein called the "Indenture") between the Company
and The Bank of New York (successor to Bankers Trust Company), as Trustee
(herein called the "Trustee," which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights thereunder of
the Company, the Trustee and the Holders of the Securities, and the terms upon
which the Securities are, and are to be, authenticated and delivered. The
Indenture can be inspected and copied at the offices of the Trustee, 101
Barclay Street, New York, New York 10286. The Medium-Term Notes (the "Notes")
may bear different original issue dates, mature at different times, bear
interest at different rates and, as provided below, be subject to different
redemption provisions.
If so provided on the face of this Note, this Note may be redeemed at the
option of the Company on and after the Initial Redemption Date, if any,
indicated on the face hereof. If no Initial Redemption Date is set forth on
the face hereof, this Note may not be redeemed at the option of the Company
prior to the Maturity Date. On and after the Initial Redemption Date, if any,
this Note may be redeemed at any time in whole or in part in increments of
$1,000 (provided that any remaining principal amount of this Note shall be at
least $1,000) at the option of the Company, at the applicable Redemption Price
(as defined below), together with interest thereon payable to the date of
redemption (the "Redemption Date"), on notice given not more than 60 nor less
than 30 days prior to the Redemption Date. In the event of redemption of this
Note in part only, a new Note for the unredeemed portion hereof shall be issued
in the name of the Holder hereof upon the surrender hereof. This Note is not
subject to any sinking fund. The "Redemption Price" shall initially be the
Initial Redemption Percentage, shown on the face hereof, of the principal
amount of this Note to be redeemed and shall decline at each anniversary of the
Initial Redemption Date, shown on the face hereof, by the Annual Redemption
Percentage Reduction, if any, shown on the face hereof, of the principal amount
to be redeemed until the Redemption Price is 100% of such principal amount. If
an Initial Redemption Percentage is set forth on the face hereof but no Annual
Redemption Percentage Reduction is set forth on the face hereof, the
"Redemption Price" shall be the Initial Redemption Percentage of the principal
amount of this Note to be redeemed.
Notwithstanding the foregoing, the Company may not, prior to the Limitation
Date specified on the face hereof, if any, redeem this Note as contemplated by
the next preceding paragraph as a part of, or in anticipation of, any refunding
operation by the application, directly or indirectly, of monies borrowed having
an interest cost to the Company (calculated in accordance with generally
accepted financial practice) of less than the Refunding Rate specified on the
face hereof, if any.
If so provided on the face of this Note, this Note will be repayable by the
Company in whole or in part at the option of the Holder hereof on the Optional
Repayment Date, if any, indicated on the face hereof. If no Optional Repayment
Date is set forth on the face hereof, this Note will not be repayable at the
option of the Holder hereof prior to the Maturity Date shown on the face of
this Note. The repayment option, if any, may be exercised by the Holder hereof
in whole or in part in increments of $1,000 (provided that any remaining
principal amount of this Note shall be at least $1,000) at 100% of the
principal amount of the Note to be repaid together with interest thereon
payable to the date of repayment. To elect the repayment option, the "Option
to Elect Repayment" or other written notice acceptable to the Trustee from the
Depositary, the Depositary's nominee or an authorized participant of the
Depositary duly completed must be received by the Trustee at the Corporate
Trust Office not more than 60 nor less than 30 days prior to the Optional
Repayment Date. In the event of repayment of this Note in part only, a new
Note for the unpaid portion hereof shall be issued in the name of the Holder
hereof. Exercise of such repayment option by the Holder hereof will be
irrevocable. If an Event of Default (as defined in the Indenture) with
respect to the Notes shall occur and be continuing, the Trustee or the Holders
of not less than 25% in the aggregate principal amount of the Outstanding Notes
may declare the principal of all the Notes due and payable in the manner and
with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the holders of a majority in aggregate principal amount of the
Securities at the time Outstanding, as defined in the Indenture, of each series
affected thereby. The Indenture also contains provisions permitting the
Holders of a majority in aggregate principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of
each series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange herefor or
in lieu hereof whether or not notation of such consent or waiver is made upon
this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligations of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the time, place, and rate, and in the coin or currency, herein prescribed.
The Notes are issuable only in registered form without coupons and are
represented by a global certificate registered in the name of a depositary or
in the name of its nominee. The Notes are issuable in denominations of $1,000
or in any amount in excess thereof which is an integral multiple of $1,000.
As provided in the Indenture and subject to certain limitations therein set
forth and except as otherwise restricted by a legend printed on the face
hereof, if any, the transfer of this Note may be registered on the Security
Register of the Company, upon surrender of this Note for registration of
transfer at the office or agency of the Company in the Borough of Manhattan,
The City of New York, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company duly executed by, the Holder
hereof or by his attorney duly authorized in writing, and thereupon one or more
new Notes, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
As provided in the Indenture and subject to certain limitations therein set
forth and except as otherwise restricted by a legend printed on the face
hereof, if any, the Notes are exchangeable for a like aggregate principal
amount of Notes, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charges payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and Notes shall be governed by and construed in accordance
with the laws of the State of New York applicable to agreements made and to be
performed in such State.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
____________________
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common
UNI GIFT MIN ACT-__________________ Custodian ___________________
(Cust) (Minor)
under Uniform Gifts to Minors Act _______________
(State)
Additional abbreviations may also be used though not in the above list.
____________________
<PAGE> 3
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- ---------------------------------------
|
|
- ---------------------------------------
- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL
ZIP CODE OF ASSIGNEE
- --------------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing
Attorney
- ------------------------------------------------------------
to transfer said Note on the books of the Company, with full
power of substitution in the premises.
Dated:
--------------------------- ------------------------------------
<PAGE> 4
OPTION TO ELECT REPAYMENT
(Applicable only if this Note contains optional repayment provisions
as indicated on the face hereof)
The undersigned hereby irrevocably requests and instructs the Company to
repay $__________ principal amount of the within Note, pursuant to its terms,
on the Optional Repayment Date, together with interest thereon accrued to the
date of repayment, to the undersigned at:
- --------------------------------------------------------------------------------
(Please Print or Type Name and Address of the Undersigned)
For this Option to Elect Repayment to be effective, the Option to Elect
Repayment duly completed must be received by the Trustee not more than 60 nor
less than 30 days prior to the Optional Repayment Date at the Corporate Trust
Office (as defined in the Indenture), located initially at 101 Barclay Street,
New York, New York 10280, Attention: Corporate Trust and Agency Group.
Dated:
---------------- -------------------------------------
Signature
-------------------------------------
Signature Guaranteed
<PAGE> 1
EXHIBIT 5(a)
OPINION OF GORDON, ARATA, MCCOLLAM & DUPLANTIS, L.L.P.
April 26, 1996
Central Louisiana Electric Company
2030 Donahue Ferry Road
Pineville, Louisiana 71360
Dear Sirs:
As set forth in the registration statement on Form S-3 (the
"Registration Statement") to be filed by Central Louisiana Electric Company,
Inc. (the "Company"), under the Securities Act of 1933, as amended (the "Act"),
relating to $200,000,000 aggregate principal amount of the Company's
Medium-Term Notes (the "Notes"), certain legal matters in connection with the
Notes are being passed upon for you by us. At your request, this opinion of
counsel is being furnished to you for filing as Exhibit 5(a) to the
Registration Statement.
In our capacity as your special counsel in the connection referred to
above, we have familiarized ourselves with the Company's restated articles of
incorporation and bylaws, each as amended to date, and have examined the
originals, or copies certified or otherwise identified, of corporate records of
the Company, certificates of public officials and of representatives of the
Company, statutes and other instruments and documents, as a basis for the
opinions hereinafter expressed. In giving such opinions we have relied upon
such certificates with respect to the accuracy of the factual matters contained
therein.
On the basis of the foregoing, but subject to the limitations
expressed below, we are of the opinion that:
1. The Company is in good standing under the laws of the State of
Louisiana.
2. The execution and delivery of the Indenture (the "Note
Indenture"), dated as of October 1, 1988 between the Company and the trustee
thereunder, have been duly authorized by all necessary corporate action.
3. When the following actions have been taken:
(a) The Note Indenture shall have been duly qualified
under the Trust Indenture Act of 1939, as amended
with respect to the Notes;
<PAGE> 2
Central Louisiana Electric Company
April 26, 1996
Page -2-
(b) All necessary action shall have been taken at a
meeting or meetings of your board of directors or, as
contemplated by resolutions of such board, of your
executive committee, or by the unanimous written
consent of such board or executive committee, or, as
contemplated by resolutions of such board, by your
officers, to approve and authorize the proposed
issuance and sale of, and to fix the terms of, the
Notes;
(c) The Louisiana Public Service Commission shall have
issued any necessary orders approving the issuance
and sale of the Notes;
(d) The Notes shall have been appropriately issued,
authenticated and delivered pursuant to the Note
Indenture for the consideration and on the terms
contemplated;
the Notes will constitute valid and binding obligations of the Company
enforceable against the Company in accordance with their terms, except as such
enforceability may be limited by or subject to any applicable bankruptcy,
insolvency, reorganization, receivership, moratorium or other law of general
applicability relating to or affecting creditors' rights and remedies generally
and to general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law).
A. The opinions expressed herein are limited to matters of the
laws of the State of Louisiana, the laws of the United States of America and
the general contract law of the State of New York, in each case as in effect on
the date hereof. To the extent that the opinions expressed herein involve the
laws of the State of New York, we have relied exclusively upon the opinion of
even date herewith addressed to our firm by Brown & Wood, New York, New York
which opinion will be filed as Exhibit 5(b) to the Registration Statement.
B. Our legal opinion as to the matters set forth herein is based
on our professional knowledge and judgment. This opinion is not intended nor
shall it be construed as a guarantee or a warranty that a court considering
such matters would not rule in a manner contrary to the opinion set forth
above. No opinion is expressed as to the effect of any future acts of the
parties or changes in existing law. We undertake no responsibility to advise
you of any changes after the date hereof in the law or the facts presently in
effect that would alter the scope or substance of the opinion herein expressed.
This opinion is limited to the matters stated herein, and no opinion is implied
or may be inferred beyond the matters expressly stated.
C. Our good standing opinion in paragraph 1 is based solely on a
good standing certificate from the Louisiana Secretary of State dated March 29,
1996.
<PAGE> 3
Central Louisiana Electric Company
April 26, 1996
Page -3-
We hereby consent to the filing of this opinion as Exhibit 5(a) to the
Registration Statement and to the reference to our firm under the caption
"Legal Opinions" in the Registration Statement.
The opinion expressed herein is rendered as of the date hereof and is
being furnished solely for your benefit in connection with filing of the
Registration Statement. This opinion may not be quoted in whole or in part or
otherwise used, referred to, relied upon or circulated for any other purpose,
except that with respect to matters of Louisiana law, Brown & Wood may rely on
this opinion solely for the purpose of giving their opinion to be filed as
Exhibit 5(b) to the Registration Statement.
Very truly yours,
/s/ Gordon, Arata, McCollam
& Duplantis, L.L.P.
Gordon, Arata, McCollam
& Duplantis, L.L.P.
<PAGE> 1
EXHIBIT 5(b)
OPINION OF BROWN & WOOD
April 26, 1996
Central Louisiana Electric Company, Inc.
2030 Donahue Ferry Road
Pineville, Louisiana 71360
Gentlemen:
We have acted as special counsel as to the law of the State of New
York in connection with the filing by Central Louisiana Electric Company, Inc.
(the "Company") of a Registration Statement on Form S-3 (the "Registration
Statement") relating to $200,000,000 aggregate principal amount of its
Medium-Term Notes (the "Notes"). The Notes are to be issued as a series
pursuant to the Indenture dated as of October 1, 1988 between the Company and
The Bank of New York (successor to Bankers Trust Company), as trustee, as
amended to the date hereof (the "Indenture").
We have examined such documents and records and made such
investigation as we deemed appropriate or necessary, including examining the
Registration Statement and the Indenture.
Based upon the foregoing, we are of the opinion that when the
following have occurred:
a. the Indenture has been duly qualified under the Trust
Indenture Act of 1939, as amended, with respect to the Notes;
b. the Louisiana Public Service Commission has issued any
necessary orders approving the issuance and sale of the Notes;
c. appropriate corporate action has been taken to authorize the
Company to fix the terms of one or more issues of Notes; and
d. the Notes with terms so fixed shall have been duly
authenticated or countersigned by the trustee and duly
<PAGE> 2
issued under such Indenture in accordance with such corporate
action;
such Notes will constitute valid and binding obligations of the Company
enforceable against the Company in accordance with their terms, except to the
extent that enforcement of the Notes may be limited by bankruptcy, insolvency
or other laws of general applicability relating to or affecting enforcement of
creditors' rights or by general equity principles.
This opinion is confined to and is given on the basis of the laws of
the State of New York as they exist at the date hereof. In giving this
opinion, we have, with your permission, relied as to matters of Louisiana law
upon the opinion of Gordon, Arata, McCollam & Duplantis, L.L.P. Gordon, Arata,
McCollam & Duplantis, L.L.P. may rely on this opinion as if it were addressed
to them.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name wherever appearing in the
Registration Statement and any amendment thereto.
Very truly yours,
/s/ Brown & Wood
<PAGE> 1
EXHIBIT 23(c)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Central Louisiana Electric Company, Inc. on Form S-3 of our
reports dated January 26, 1996, on our audits of the consolidated financial
statements and financial statement schedule of Central Louisiana Electric
Company, Inc. as of December 31, 1995 and 1994, and for the years ended
December 31, 1995, 1994 and 1993, which reports are incorporated by reference
or included in the 1995 Annual Report on Form 10-K. We also consent to the
reference to our firm under the caption "Experts."
/s/ COOPERS & LYBRAND L.L.P
New Orleans, Louisiana
April 25, 1996
<PAGE> 1
EXHIBIT 24
POWERS OF ATTORNEY
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
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 Act of 1933, as amended (the
"Act"), a Registration Statement on Form S-3 (the "Registration Statement"),
including a Prospectus and exhibits thereto, with any amendment or amendments
(including post-effective amendments) and any supplement or supplements
thereto, as prescribed by the Commission pursuant to the Act and the rules and
regulations of the Commission promulgated thereunder, in connection with the
registration of certain medium term notes of the Company to be issued under an
Indenture dated as of October 1, 1988 between the Company and Bankers Trust
Company, as Trustee, or any successor Trustee thereto;
NOW, THEREFORE, the undersigned, in his capacity as a director
or officer, or both, as the case may be, does hereby appoint Gregory L.
Nesbitt, David K. Warner and Michael P. Prudhomme, and each of them severally,
his true and lawful attorneys-in-fact or attorney-in-fact with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in his name, place and stead, in any and all
capacities, the Registration Statement, including a Prospectus and exhibits
thereto, and any amendment or amendments thereto (including post- effective
amendments) and any supplement or supplements thereto, as said
attorneys-in-fact or any of them shall deem necessary or appropriate, together
with all documents necessary or incidental in connection therewith, to file the
same or cause the same to be filed with the Commission and to appear before the
Commission in connection with any matter relating thereto. Each of said
attorneys-in-fact 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 and confirming the acts that said
attorneys-in-fact and each of them, or their or his substitutes or substitute,
may lawfully do or cause to by done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of the 26th day of January, 1996.
/s/ Sherian G. Cadoria
-----------------------------------
Sherian G. Cadoria
<PAGE> 2
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 Act of 1933, as amended (the
"Act"), a Registration Statement on Form S-3 (the "Registration Statement"),
including a Prospectus and exhibits thereto, with any amendment or amendments
(including post-effective amendments) and any supplement or supplements
thereto, as prescribed by the Commission pursuant to the Act and the rules and
regulations of the Commission promulgated thereunder, in connection with the
registration of certain medium term notes of the Company to be issued under an
Indenture dated as of October 1, 1988 between the Company and Bankers Trust
Company, as Trustee, or any successor Trustee thereto;
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer, or both, as the case may be, does hereby appoint Gregory L. Nesbitt,
David K. Warner and Michael P. Prudhomme, and each of them severally, his true
and lawful attorneys-in-fact or attorney-in-fact with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in any and all capacities, the
Registration Statement, including a Prospectus and exhibits thereto, and any
amendment or amendments thereto (including post- effective amendments) and any
supplement or supplements thereto, as said attorneys-in-fact or any of them
shall deem necessary or appropriate, together with all documents necessary or
incidental in connection therewith, to file the same or cause the same to be
filed with the Commission and to appear before the Commission in connection
with any matter relating thereto. Each of said attorneys-in-fact 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 and confirming the acts that said attorneys-in-fact 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 26th day of January, 1996.
/s/ J. Patrick Garrett
-----------------------------------
J. Patrick Garrett
<PAGE> 3
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 Act of 1933, as amended (the
"Act"), a Registration Statement on Form S-3 (the "Registration Statement"),
including a Prospectus and exhibits thereto, with any amendment or amendments
(including post-effective amendments) and any supplement or supplements
thereto, as prescribed by the Commission pursuant to the Act and the rules and
regulations of the Commission promulgated thereunder, in connection with the
registration of certain medium term notes of the Company to be issued under an
Indenture dated as of October 1, 1988 between the Company and Bankers Trust
Company, as Trustee, or any successor Trustee thereto;
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer, or both, as the case may be, does hereby appoint Gregory L. Nesbitt,
David K. Warner and Michael P. Prudhomme, and each of them severally, his true
and lawful attorneys-in-fact or attorney-in-fact with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in any and all capacities, the
Registration Statement, including a Prospectus and exhibits thereto, and any
amendment or amendments thereto (including post- effective amendments) and any
supplement or supplements thereto, as said attorneys-in-fact or any of them
shall deem necessary or appropriate, together with all documents necessary or
incidental in connection therewith, to file the same or cause the same to be
filed with the Commission and to appear before the Commission in connection
with any matter relating thereto. Each of said attorneys-in-fact 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 and confirming the acts that said attorneys-in-fact 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 26th day of January, 1996.
/s/ F. Ben James, Jr.
-----------------------------------
F. Ben James, Jr.
<PAGE> 4
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 Act of 1933, as amended (the
"Act"), a Registration Statement on Form S-3 (the "Registration Statement"),
including a Prospectus and exhibits thereto, with any amendment or amendments
(including post-effective amendments) and any supplement or supplements
thereto, as prescribed by the Commission pursuant to the Act and the rules and
regulations of the Commission promulgated thereunder, in connection with the
registration of certain medium term notes of the Company to be issued under an
Indenture dated as of October 1, 1988 between the Company and Bankers Trust
Company, as Trustee, or any successor Trustee thereto;
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer, or both, as the case may be, does hereby appoint Gregory L. Nesbitt,
David K. Warner and Michael P. Prudhomme, and each of them severally, his true
and lawful attorneys-in-fact or attorney-in-fact with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in any and all capacities, the
Registration Statement, including a Prospectus and exhibits thereto, and any
amendment or amendments thereto (including post- effective amendments) and any
supplement or supplements thereto, as said attorneys-in-fact or any of them
shall deem necessary or appropriate, together with all documents necessary or
incidental in connection therewith, to file the same or cause the same to be
filed with the Commission and to appear before the Commission in connection
with any matter relating thereto. Each of said attorneys-in-fact 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 and confirming the acts that said attorneys-in-fact 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 26th day of January, 1996.
/s/ Hugh J. Kelly
-----------------------------------
Hugh J. Kelly
<PAGE> 5
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 Act of 1933, as amended (the
"Act"), a Registration Statement on Form S-3 (the "Registration Statement"),
including a Prospectus and exhibits thereto, with any amendment or amendments
(including post-effective amendments) and any supplement or supplements
thereto, as prescribed by the Commission pursuant to the Act and the rules and
regulations of the Commission promulgated thereunder, in connection with the
registration of certain medium term notes of the Company to be issued under an
Indenture dated as of October 1, 1988 between the Company and Bankers Trust
Company, as Trustee, or any successor Trustee thereto;
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer, or both, as the case may be, does hereby appoint Gregory L. Nesbitt,
David K. Warner and Michael P. Prudhomme, and each of them severally, his true
and lawful attorneys-in-fact or attorney-in-fact with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in any and all capacities, the
Registration Statement, including a Prospectus and exhibits thereto, and any
amendment or amendments thereto (including post- effective amendments) and any
supplement or supplements thereto, as said attorneys-in-fact or any of them
shall deem necessary or appropriate, together with all documents necessary or
incidental in connection therewith, to file the same or cause the same to be
filed with the Commission and to appear before the Commission in connection
with any matter relating thereto. Each of said attorneys-in-fact 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 and confirming the acts that said attorneys-in-fact 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 26th day of January, 1996.
/s/ A. DeLoach Martin, Jr.
-----------------------------------
A. DeLoach Martin, Jr.
<PAGE> 6
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 Act of 1933, as amended (the
"Act"), a Registration Statement on Form S-3 (the "Registration Statement"),
including a Prospectus and exhibits thereto, with any amendment or amendments
(including post-effective amendments) and any supplement or supplements
thereto, as prescribed by the Commission pursuant to the Act and the rules and
regulations of the Commission promulgated thereunder, in connection with the
registration of certain medium term notes of the Company to be issued under an
Indenture dated as of October 1, 1988 between the Company and Bankers Trust
Company, as Trustee, or any successor Trustee thereto;
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer, or both, as the case may be, does hereby appoint Gregory L. Nesbitt,
David K. Warner and Michael P. Prudhomme, and each of them severally, his true
and lawful attorneys-in-fact or attorney-in-fact with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in any and all capacities, the
Registration Statement, including a Prospectus and exhibits thereto, and any
amendment or amendments thereto (including post- effective amendments) and any
supplement or supplements thereto, as said attorneys-in-fact or any of them
shall deem necessary or appropriate, together with all documents necessary or
incidental in connection therewith, to file the same or cause the same to be
filed with the Commission and to appear before the Commission in connection
with any matter relating thereto. Each of said attorneys-in-fact 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 and confirming the acts that said attorneys-in-fact 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 26th day of January, 1996.
/s/ Robert T. Ratcliff
-----------------------------------
Robert T. Ratcliff
<PAGE> 7
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 Act of 1933, as amended (the
"Act"), a Registration Statement on Form S-3 (the "Registration Statement"),
including a Prospectus and exhibits thereto, with any amendment or amendments
(including post-effective amendments) and any supplement or supplements
thereto, as prescribed by the Commission pursuant to the Act and the rules and
regulations of the Commission promulgated thereunder, in connection with the
registration of certain medium term notes of the Company to be issued under an
Indenture dated as of October 1, 1988 between the Company and Bankers Trust
Company, as Trustee, or any successor Trustee thereto;
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer, or both, as the case may be, does hereby appoint Gregory L. Nesbitt,
David K. Warner and Michael P. Prudhomme, and each of them severally, his true
and lawful attorneys-in-fact or attorney-in-fact with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in any and all capacities, the
Registration Statement, including a Prospectus and exhibits thereto, and any
amendment or amendments thereto (including post- effective amendments) and any
supplement or supplements thereto, as said attorneys-in-fact or any of them
shall deem necessary or appropriate, together with all documents necessary or
incidental in connection therewith, to file the same or cause the same to be
filed with the Commission and to appear before the Commission in connection
with any matter relating thereto. Each of said attorneys-in-fact 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 and confirming the acts that said attorneys-in-fact 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 26th day of January, 1996.
/s/ Edward M. Simmons
-----------------------------------
Edward M. Simmons
<PAGE> 8
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 Act of 1933, as amended (the
"Act"), a Registration Statement on Form S-3 (the "Registration Statement"),
including a Prospectus and exhibits thereto, with any amendment or amendments
(including post-effective amendments) and any supplement or supplements
thereto, as prescribed by the Commission pursuant to the Act and the rules and
regulations of the Commission promulgated thereunder, in connection with the
registration of certain medium term notes of the Company to be issued under an
Indenture dated as of October 1, 1988 between the Company and Bankers Trust
Company, as Trustee, or any successor Trustee thereto;
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer, or both, as the case may be, does hereby appoint Gregory L. Nesbitt,
David K. Warner and Michael P. Prudhomme, and each of them severally, his true
and lawful attorneys-in-fact or attorney-in-fact with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in any and all capacities, the
Registration Statement, including a Prospectus and exhibits thereto, and any
amendment or amendments thereto (including post- effective amendments) and any
supplement or supplements thereto, as said attorneys-in-fact or any of them
shall deem necessary or appropriate, together with all documents necessary or
incidental in connection therewith, to file the same or cause the same to be
filed with the Commission and to appear before the Commission in connection
with any matter relating thereto. Each of said attorneys-in-fact 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 and confirming the acts that said attorneys-in-fact 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 26th day of January, 1996.
/s/ Ernest L. Williamson
-----------------------------------
Ernest L. Williamson
<PAGE> 1
EXHIBIT 25(a)
STATEMENT OF ELIGIBILITY OF NOTE TRUSTEE ON FORM T-1
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [__]
----------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
----------------------
Central Louisiana Electric Company, Inc.
(Exact name of obligor 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)
----------------------
Medium Term Notes
(Title of the indenture securities)
================================================================================
<PAGE> 2
1. General information. Furnish the following information as to the
Trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
Name Address
---------------------------------------------------------------------------
<S> <C>
Superintendent of Banks of the State 2 Rector Street, New York,
of New York N.Y. 10006, and Albany, N.Y.
12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York
</TABLE>
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None. (See Note on page 3.)
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission,
are incorporated herein by reference as an exhibit hereto, pursuant to
Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and Rule
24 of the Commission's Rules of Practice.
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which
contains the authority to commence business and a grant of
powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No. 1 to Form T-1 filed with Registration Statement
No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with Registration Statement No. 33-31019.)
-2-
<PAGE> 3
6. The consent of the Trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with Registration Statement
No. 33-44051.)
7. A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority.
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive answer to Item 2, the answer
to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 5th day of April, 1996.
THE BANK OF NEW YORK
By: /s/ PAUL J. SCHMALZEL
------------------------------
Name: PAUL J. SCHMALZEL
Title: ASSISTANT TREASURER
-3-
<PAGE> 4
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10266
And Foreign and Domestic Subsidiaries
a member of the Federal Reserve System at the close of business December 31,
1995, published in accordance with a call made by the Federal Reserve Bank of
the District pursuant to the provision of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
ASSETS in Thousands
<S> <C>
Cash and balances due from depository instructions:
Noninterest-bearing balances and currency and coin . . . . . $ 4,500,312
Interest-bearing balances . . . . . . . . . . . . . . . . . . 643,838
Securities:
Hold-to-maturity securities . . . . . . . . . . . . . . . . . 806,221
Available-for-sale securities . . . . . . . . . . . . . . . . 2,036,768
Federal funds sold and securities purchased under agreements to
resell in domestic officers of the bank:
Federal funds sold . . . . . . . . . . . . . . . . . . . . . 4,165,720
Securities purchased under agreements to resell . . . . . . . 50,413
Loans and lease financing receivables:
Loans and leases, net of unearned income . . . . . . . . . . . 27,068,535
LESS: Allowance for loan and lease losses . . . . . . . . . . 520,024
LESS: Allocated transfer risk reserve . . . . . . . . . . . . 1,000
Loans and leases, net of unearned income and allowances, and
reserve . . . . . . . . . . . . . . . . . . . . . . . . 26,547,511
Assets held in trading accounts . . . . . . . . . . . . . . . . . 758,462
Premiums and fixed assets (including capitalized leases). . . . . 615,330
Other real estate owned . . . . . . . . . . . . . . . . . . . . . 63,769
Investments in unconsolidated subsidiaries and associated
companies . . . . . . . . . . . . . . . . . . . . . . . . . 223,174
Customers' liability to this bank on acceptance outstanding . . . 900,795
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . 212,220
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . 1,186,274
--------------
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . $ 42,711,907
==============
LIABILITIES
Deposits:
In domestic offices . . . . . . . . . . . . . . . . . . . . . $ 21,248,127
Noninterest-bearing . . . . . . . . . . . . . . . . . . . . . 8,172,079
Interest-bearing . . . . . . . . . . . . . . . . . . . . . . 12,076,048
In foreign offices, Edge and Agreement subsidiaries and BFs . 9,535,088
Noninterest-bearing . . . . . . . . . . . . . . . . . . . . . 64,417
Interest-bearing . . . . . . . . . . . . . . . . . . . . . . 9,470,671
Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of its
Edge and Agreement subsidiaries, and in BFs:
Federal funds purchased . . . . . . . . . . . . . . . . . . . 2,095,668
Securities sold under agreements to repurchase . . . . . . . 69,212
Demand notes issued to the U.S. Treasury . . . . . . . . . . . . 107,340
Trading liabilities . . . . . . . . . . . . . . . . . . . . . . . 615,718
Other borrowed money:
With original maturity of one year or less . . . . . . . . . 1,638,744
With original maturity of more than one year . . . . . . . . 120,863
Bank's liability on acceptances secured and outstanding . . . . . 909,527
Subordinated notes and debentures . . . . . . . . . . . . . . . . 1,047,660
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . 1,838,679
--------------
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . 39,224,720
--------------
EQUITY CAPITAL
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . 942,284
Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . 525,866
Undivided profits and capital reserves . . . . . . . . . . . . . 1,905,315
Net unrealized holding gains (losses) on available-for-sale
securities . . . . . . . . . . . . . . . . . . . . . . . . . 29,668
Cumulative foreign currency translation adjustments . . . . . . . (5,747)
--------------
Total equity capital . . . . . . . . . . . . . . . . . . . . . . 3,487,187
--------------
Total liabilities and equity capital . . . . . . . . . . . . . . $ 42,711,907
==============
</TABLE>
I, Robert E. Kaufman, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Robert E. Kaufman
We, the undersigned directors attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
J. Carter Bacci )
Thomas A Hertyl ) Directors
Alan R. Griffith )
