CENTRAL LOUISIANA ELECTRIC CO INC
SC 13G/A, 1998-02-12
ELECTRIC SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*


                       CENTRAL LOUISIANA ELECTRIC CO. INC.
                   ------------------------------------------
                                (Name of Issuer)

                                  COMMON STOCK
                   ------------------------------------------
                         (Title of Class of Securities)

                                    153897608
                         ------------------------------
                                 (CUSIP Number)


- ----------
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).


                        (Continued on following page(s))

                                Page 1 of 5 Pages
<PAGE>

CUSIP No. 153897608                   13G                      Page 2 of 5 Pages


1.    NAME OF REPORTING PERSONS
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

      College Retirement Equities Fund
      I.R.S. #13-6022-042

2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*           (a) ( )
                                                                  (b) ( )

3.    SEC USE ONLY

4.    CITIZENSHIP OR PLACE OF ORGANIZATION

      New York

NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:

      5.    SOLE VOTING POWER                   435,364

      6.    SHARED VOTING POWER                 None

      7.    SOLE DISPOSITIVE POWER              None

      8.    SHARED DISPOSITIVE POWER            435,364 (shared with its 
      investment adviser, TIAA-CREF Investment Management, LLC)

9.    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                        435,364

10.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
                                                                           (  )

11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                        1.938%

12.   TYPE OF REPORTING PERSON*

                        IV


                      * SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>

                                                               Page 3 of 5 Pages


Item 1(a).        NAME OF ISSUER:

                  Central Louisiana Electric Co. Inc.

Item 1(b).        ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

                  2030 Donahue Ferry Road
                  Pineville, LA  71360

Item 2(a).        NAME OF PERSON FILING:

                  College Retirement Equities Fund ("CREF")

Item 2(b).        ADDRESS OF PRINCIPAL BUSINESS OFFICE:

                  730 Third Avenue
                  New York, N.Y.  10017

Item 2(c).        CITIZENSHIP:

                  Incorporated in New York

Item 2(d).        TITLE OF CLASS OF SECURITIES:

                  Common Stock

Item 2(e).        CUSIP NUMBER:  153897608

Item 3.     IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b), 
            CHECK WHETHER THE PERSON FILING IS:

(a)   ( )   Broker or dealer registered under Section 15 of the Act,
(b)   ( )   Bank as defined in Section 3(a)(6) of the Act,
(c)   ( )   Insurance Company as defined in Section 3(a)(19) of the Act,
(d)   (x)   Investment Company registered under Section 8 of the Investment 
            Company Act,
(e)   ( )   Investment Adviser registered under Section 203 of the Investment 
            Advisers Act of 1940,
(f)   ( )   Employee Benefit Plan, Pension Fund which is subject to the 
            provisions of the Employee Retirement Income Security Act of 1974 
            or Endowment Fund; see 13d-1(b)(1)(ii)(F),
(g)   ( )   Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G); 
            see Item 7,
(h)   ( )   Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
<PAGE>

                                                               Page 4 of 5 Pages


Item 4.     OWNERSHIP.

COLLEGE RETIREMENT EQUITIES FUND
      (a)    Amount Beneficially Owned:  435,364
      (b)    Percent of Class:  1.938%
      (c)    The Board of Trustees of CREF, an investment company, has sole 
      power to vote 435,364 shares of common stock and authority to direct the
      disposition of the 435,364 shares of common stock. TIAA-CREF Investment
      Management, LLC, CREF's investment adviser, is authorized to sell the
      435,364 shares on behalf of CREF in its discretion, subject to the
      ultimate authority of the CREF Board of Trustees.

Item 5.     OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following ( X ).

Item 6.     OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
            PERSON.

                                 Not Applicable
<PAGE>

                                                               Page 5 of 5 Pages


Item 7.     IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED 
            THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

                                 Not Applicable

Item 8.     IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

            Not Applicable

Item 9.     NOTICE OF DISSOLUTION OF GROUP:           Not Applicable

Item 10.    CERTIFICATION.

            By signing below I certify that, to the best of my knowledge and
            belief, the securities referred to above were acquired in the
            ordinary course of business and were not acquired for the purpose of
            and do not have the effect of changing or influencing the control of
            the issuer of such securities and were not acquired in connection
            with or as a participant in any transaction having such purposes or
            effect.

                                    SIGNATURE

      After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Date:  February 2, 1998
                                    COLLEGE RETIREMENT EQUITIES FUND


                                    By:   /s/ Diane Axelrod
                                          -------------------------------
                                          Diane Axelrod,
                                          Senior Managing Director, CREF
                                          Administration and Trading



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