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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10/A
(Amendment No. 1)
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934
Cleco Utility Group Inc.
(Exact name of registrant as specified in its charter)
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Louisiana 72-0244480
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2030 Donahue Ferry Road
Pineville, Louisiana 71360-5226
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (318) 484-7400
Securities to be registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which
Title of each class to be so registered each class is to be registered
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None. Not applicable.
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $2.00 Par Value
(Title of class)
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Item No. 15, Financial Statements and Exhibits, is hereby
amended to read in its entirety as follows:
(a) The financial statements in Annex F to Cleco Utility Group
Inc.'s Form 10 filed November 15, 2000 are incorporated herein by reference.
(b) Except as otherwise indicated below, the following
exhibits are filed with this amendment to the registration statement.
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SEC File or Registration
Registration Statement or Exhibit
Exhibits Number Report Number
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2(a) Plan of Reorganization and Share Exchange 333-71643-01 S-4 (6/30/99) C
Agreement
*3(a) Amended and Restated Articles of Incorporation of
the Company, effective July 1, 1999
*3(b) Bylaws of the Company, revised effective July 28,
2000
4(a)(1) Indenture of Mortgage dated as of July 1, 1950, 1-5663 10-K (1997) 4(a)(1)
between the Company and First National Bank
of New Orleans, as Trustee
4(a)(2) First Supplemental Indenture dated as of 1-5663 10-K (1997) 4(a)(2)
October 1, 1951, to Exhibit 4(a)(1)
4(a)(3) Second Supplemental Indenture dated as of June 1, 1-5663 10-K (1997) 4(a)(3)
1952, to Exhibit 4(a)(1)
4(a)(4) Third Supplemental Indenture dated as of 1-5663 10-K (1997) 4(a)(4)
January 1, 1954, to Exhibit 4(a)(1)
4(a)(5) Fourth Supplemental Indenture dated as of 1-5663 10-K (1997) 4(a)(5)
November 1, 1954, to Exhibit 4(a)(1)
4(a)(6) Tenth Supplemental Indenture dated as of 1-5663 10-K (1986) 4(a)(11)
September 1, 1965, to Exhibit 4(a)(1)
4(a)(7) Eleventh Supplemental Indenture dated as of 1-5663 10-K (1998) 4(a)(8)
April 1, 1969, to Exhibit 4(a)(1)
4(a)(8) Eighteenth Supplemental Indenture dated as of 1-5663 10-K (1993) 4(a)(8)
December 1, 1982, to Exhibit 4(a)(1)
4(a)(9) Nineteenth Supplemental Indenture dated as of 1-5663 10-K (1993) 4(a)(9)
January 1, 1983, to Exhibit 4(a)(1)
4(a)(10) Twenty-Sixth Supplemental Indenture dated as of 1-5663 8-K (3/90) 4(a)(27)
March 15, 1990, to Exhibit 4(a)(1)
4(b) Indenture between the Company and Bankers Trust 33-24896 S-3 (10/11/88) 4(b)
Company, as Trustee, dated as of October 1,
1988
4(b)(1) Agreement Appointing Successor Trustee dated as 333-02895 S-3 (4/26/96) 4(a)(2)
of April 1, 1996 by and among Central
Louisiana Electric Company, Inc., Bankers
Trust Company and The Bank of New York
4(f) Agreement Under Regulation S-K Item 333-71643-01 10-Q (9/99) 4(c)
601(b)(4)(iii)(A)
4(g) $100,000,000 364-day credit agreement dated as of 0-1272 10 (11/00) 4(g)
June 15, 2000, among the Company, certain Banks
parties thereto, and The Bank of New York, as
administrative agent
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SEC File or Registration
Registration Statement or Exhibit
Exhibits Number Report Number
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10(a) 1990 Long-Term Incentive Compensation Plan 1-5663 1990 Proxy A
Statement (4/90)
10(b) Participation Agreement, Annual Incentive 1-5663 10-K (1999) 10(c)
Compensation Plan
10(c) Deferred Compensation Plan for Directors 1-5663 10-K (1992) 10(n)
10(d)(1) Supplemental Executive Retirement Plan 1-5663 10-K (1992) 10(o)(1)
10(d)(2) Form of Supplemental Executive Retirement Plan 1-5663 10-K (1992) 10(o)(2)
Participation Agreement between Cleco and the
following officers: Gregory L. Nesbitt,
David M. Eppler, Catherine C. Powell, Mark H.
Segura, Darrell J. Dubroc and Thomas J. Howlin
10(e) Form of Executive Severance Agreement between 1-5663 10-K (1995) 10(f)
Cleco and the following officers: Gregory L.
Nesbitt, David M. Eppler, Catherine C.
Powell, Mark H. Segura, Darrell J. Dubroc and
Thomas J. Howlin
10(f)(1) Term Loan Agreement dated as of April 2, 1991, 1-5663 10-Q (3/91) 4(b)
among the 401(k) Savings and Investment Plan
ESOP Trust, the Company, as Guarantor, the
Banks listed therein and The Bank of New
York, as Agent
10(f)(2) Assignment and Assumption Agreement, effective as 1-5663 10-Q (3/91) 4(c)
of May 6, 1991, between The Bank of New York
and the Canadian Imperial Bank of Commerce,
relating to Exhibit 10(f)(1)
10(f)(3) Assignment and Assumption Agreement dated as of 1-5663 10-K (1991) 10(y)(3)
July 3, 1991, between The Bank of New York
and Rapides Bank and Trust Company in
Alexandria, relating to Exhibit 10(f)(1)
10(f)(4) Assignment and Assumption Agreement dated as of 1-5663 10-K (1992) 10(bb)(4)
July 6, 1992, between The Bank of New York,
CIBC, Inc. and Rapides Bank and Trust Company
in Alexandria, as Assignors, the 401(k)
Savings and Investment Plan ESOP Trust, as
Borrower, and the Company, as Guarantor,
relating to Exhibit 10(f)(1)
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SEC File or Registration
Registration Statement or Exhibit
Exhibits Number Report Number
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10(g) Reimbursement Agreement (The Industrial 1-5663 10-K (1997) 10(i)
Development Board of the Parish of Rapides,
Inc. (Louisiana) Adjustable Tender Pollution
Control Revenue Refunding Bonds, Series 1991)
dated as of October 15, 1997, among the
Company, various financial institutions, and
Westdeutsche Landesbank Girozentrale, New
York Branch, as Agent
10(h) Selling Agency Agreement between the Company and 333-02895 S-3 (12/10/96) 1
Salomon Brothers Inc., Merrill Lynch & Co.,
Smith Barney Inc. and First Chicago Capital
Markets, Inc. dated as of December 12, 1996
10(i) 401(k) Savings and Investment Plan ESOP Trust 1-5663 10-K (1997) 10(m)
Agreement dated as of August 1, 1997, between
UMB Bank, N.A. and the Company
10(i)(1) First Amendment to 401(k) Savings and Investment 1-5663 10-K (1997) 10(m)(1)
Plan ESOP Trust Agreement dated as of
October 1, 1997, between UMB Bank, N.A. and
the Company
10(j) 2000 Long-Term Incentive Compensation Plan 0-1272 10 (11/00) 10(j)
10(1) Form of Notice and Acceptance of Grant of 333-71643-01 10-Q (9/99) 10(c)
Nonqualified Stock Options, awarded to
Gregory L. Nesbitt
*11 Computation of Net Income Per Common Share
*12 Computation of Earnings to Fixed Charges
21 Subsidiaries of the Registrant 0-1272 10 (11/00) 21
*27 Financial Data Schedule
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The Exhibits designated by an asterisk are filed herewith. The
Exhibits not so designated have been previously filed and are incorporated
herein by reference as indicated.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized, on this 15th day of
December, 2000.
CLECO UTILITY GROUP INC.
By: /s/ THOMAS J. HOWLIN
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Name: Thomas J. Howlin
Title: Chief Financial Officer
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