-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, eIkt8wQAay5Z0+TBh+fLR3n03GoYpPJfGP0sETIQDJae/o0Gkm3ybRbOilUzYsos 2tzXlcUNtFCSdL4aCATmZA== 0000018672-94-000010.txt : 19940711 0000018672-94-000010.hdr.sgml : 19940711 ACCESSION NUMBER: 0000018672-94-000010 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL LOUISIANA ELECTRIC CO INC CENTRAL INDEX KEY: 0000018672 STANDARD INDUSTRIAL CLASSIFICATION: 4911 IRS NUMBER: 720244480 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05663 FILM NUMBER: 94536819 BUSINESS ADDRESS: STREET 1: 2030 DONAHUE FERRY RD CITY: PINEVILLE STATE: LA ZIP: 71360 BUSINESS PHONE: 3184847400 MAIL ADDRESS: STREET 1: P O BOX 5000 CITY: PINEVILLE STATE: LA ZIP: 71361-5000 11-K 1 CENTRAL LOUISIANA ELECTRIC CO ANNUAL 1993 FORM 11-K PAGE SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1993 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5663 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: 401(k) SAVINGS AND INVESTMENT PLAN OF CENTRAL LOUISIANA ELECTRIC COMPANY, INC. B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: CENTRAL LOUISIANA ELECTRIC COMPANY, INC. 2030 DONAHUE FERRY ROAD PINEVILLE, LOUISIANA 71360-5226 PAGE CENTRAL LOUISIANA ELECTRIC COMPANY, INC. 401(k) SAVINGS AND INVESTMENT PLAN REPORT ON AUDITS OF FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES for the years ended December 31, 1993 and 1992 CENTRAL LOUISIANA ELECTRIC COMPANY, INC. 401(k) SAVINGS AND INVESTMENT INDEX Page Report of Independent Accountants 1 Financial Statements: Statements of Net Assets Available For Plan Benefits as of December 31, 1993 and 1992 2-3 Statements of Changes in Net Assets Available For Plan Benefits for the years ended December 31, 1993 and 1992 4-5 Notes to Financial Statements 6 Supplemental Schedules: Schedule of Reportable Transactions for the year ended December 31, 1993 14 Schedule of Assets Held for Investment Purposes as of December 31, 1993 15 Signature 16 Exhibit 1 17 PAGE REPORT OF INDEPENDENT ACCOUNTANTS To the Administrative Committee of the Central Louisiana Electric Company, Inc. 401(k) Savings and Investment Plan: We have audited the statements of net assets available for plan benefits of Central Louisiana Electric Company, Inc. 401(k) Savings and Investment Plan as of December 31, 1993 and 1992, and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsi- bility of the Plan's administrative committee. Our responsibility is to express an opinion on these financial statements based upon our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of Central Louisiana Electric Company, Inc. 401(k) Savings and Investment Plan as of December 31, 1993 and 1992, and the changes in net assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental sche- dules of reportable transactions for the year ended December 31, 1993 and assets held for investment purposes as of December 31, 1993 are presented for the purpose of additional analysis and are not a re- quired part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regula- tions for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statements of net assets available for plan benefits and changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audit of the basic financial statements, and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. COOPERS & LYBRAND New Orleans, Louisiana May 20, 1994 PAGE CENTRAL LOUISIANA ELECTRIC COMPANY, INC. 4O1(k) SAVINGS AND INVESTMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION December 31, 1993 Fund Information Merrill Merrill Lynch Lynch Merrill Merrill Ready Federal Lynch Lynch Assets Securities Capital Basic Value Trust Trust Fund, Inc. Fund, Inc. ASSETS Investments, at fair value $1,295,690 $1,708,624 $8,863,074 $15,362,221 Cash and cash equivalents 57 72 345 568 Short-term investments - - - - Contributions receivable: Employer - - - - Employee 3,468 6,695 28,320 46,457 3,468 6,695 28,320 46,457 Dividends and interest receivable - - - - 1,299,215 1,715,391 8,891,739 15,409,246 LIABILITIES Interest payable - - - - Long-term debt - - - - - - - - Net assets available for plan benefits $1,299,215 $1,715,391 $8,891,739 $15,409,246 Fund Information continued Merrill Central 401(k) Lynch Louisiana Savings & Growth Fund Electric Investment For Investment Company, Inc. Loan Plan ESOP and Retirement Common Stock Fund Trust ASSETS Investments, at fair value $813,894 $17,123,140 $2,415,619 $35,577,912 Cash and cash equivalents 37 553 - 5 Short-term investments - - - 272,816 Contributions receivable: Employer - - - 846,577 Employee 6,101 33,376 - - 6,101 33,376 - 846,577 Dividends and interest receivable - - - 608,423 820,032 17,157,069 2,415,619 37,305,733 LIABILITIES Interest payable - - - 479,076 Long-term debt - - - 28,080,000 - - - 28,559,076 Net assets available for plan benefits $820,032 $17,157,069 $2,415,619 $ 8,746,657 Fund Information continued Total ASSETS Investments, at fair value $83,160,174 Cash and cash equivalents 1,637 Short-term investments 272,816 Contributions receivable: Employer 846,577 Employee 124,417 970,994 Dividends and interest receivable 608,423 85,014,044 LIABILITIES Interest payable 479,076 Long-term debt 28,080,000 28,559,076 Net assets available for plan benefits $56,454,968 The accompanying notes are an integral part of the financial statements. 2 PAGE CENTRAL LOUISIANA ELECTRIC COMPANY, INC. 4O1(k) SAVINGS AND INVESTMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION December 31, 1992 Fund Information Merrill Merrill Lynch Lynch Merrill Merrill Ready Federal Lynch Lynch Assets Securities Capital Basic Value Trust Trust Fund, Inc. Fund, Inc. ASSETS Investments, at fair value $1,610,710 $1,869,845 $7,732,652 $12,412,851 Cash and cash equivalents 3 3 81 39 Contributions receivable: Employer - - - - Employee 5,721 6,326 30,066 45,341 5,721 6,326 30,066 45,341 Dividends and interest receivable - - - - 1,616,434 1,876,174 7,762,799 12,458,231 LIABILITIES Interest payable - - - - Amounts due participants 46,012 - 27,359 16,898 Due to (due from) other funds (1,123) (13,499) 80 40 Long-term debt - - - - 44,889 (13,499) 27,439 16,938 Net assets available for plan benefits $1,571,545 $1,889,673 $7,735,360 $12,441,293 Fund Information continued Merrill Central 401(k) Lynch Louisiana Savings & Growth Fund Electric Investment For Investment Company, Inc. Loan Plan ESOP and Retirement Common Stock Fund Trust ASSETS Investments, at fair value $95,944 $17,293,797 $2,203,847 $34,733,541 Cash and cash equivalents - 45,673 - 781,983 Contributions receivable: Employer - - - 343,236 Employee 1,691 33,119 - - 1,691 33,119 - 343,236 Dividends and interest receivable - - - 609,262 97,635 17,372,589 2,203,847 36,468,022 LIABILITIES Interest payable - - - 430,468 Amounts due participants - 10,193 8,500 46,945 Due to (due from) other funds - 14,502 - - Long-term debt - - - 29,350,000 - 24,695 8,500 29,827,413 Net assets available for plan benefits $97,635 $17,347,894 $2,195,347 $ 6,640,609 Fund Information continued Total ASSETS Investments, at fair value $77,953,187 Cash and cash equivalents 827,782 Contributions receivable: Employer 343,236 Employee 122,264 Dividends and interest receivable 465,500 609,262 79,855,731 LIABILITES Interest payable 430,468 Amounts due participants 155,907 Due to (due from) other funds - Long-term debt 29,350,000 29,936,375 Net assets available for plan benefits $49,919,356 The accompanying notes are an integral part of the financial statements. 3 PAGE CENTRAL LOUISIANA ELECTRIC COMPANY, INC. 401(k) SAVINGS AND INVESTMENT PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION for the year ended December 31, 1993 Fund Information Merrill Merrill Lynch Lynch Merrill Merrill Ready Federal Lynch Lynch Assets Securities Capital Basic Value Trust Trust Fund, Inc. Fund, Inc. Income from investment activities: Net investment income $ 48,209 $ 105,469 $ 618,560 $ 961,009 Net appreciation (deprecia- tion) in fair value of investments (1,123) 21,117 507,067 1,903,200 47,086 126,586 1,125,627 2,864,209 Contributions: Employer - - - - Employee 135,372 175,875 842,299 1,327,417 135,372 175,875 842,299 1,327,417 Total additions 182,458 302,461 1,967,926 4,191,626 Employee distributions and withdrawals 768,787 210,841 534,593 890,879 Interest expense - - - - Loan withdrawals 14,677 46,575 308,493 484,856 Net transfers and loan repayments (328,676) 219,327 (31,539) (152,062) Total deductions 454,788 476,743 811,547 1,223,673 Increase (decrease) in net assets available for plan benefits (272,330) (174,282) 1,156,379 2,967,953 Net assets available for plan benefits, beginning of year 1,571,545 1,889,673 7,735,360 12,441,293 Net assets available for plan benefits, end of year $1,299,215 $1,715,391 $8,891,739 $15,409,246 Fund Information continued Merrill Central 401(k) Lynch Louisiana Savings & Growth Fund Electric Investment For Investment Company, Inc. Loan Plan ESOP and Retirement Common Stock Fund Trust Income from investment activities: Net investment income $ 84,155 $ 1,067,174 $ - $2,419,816 Net appreciation (deprecia- tion) in fair value of investments (16,087) (106,152) - 877,171 68,068 961,022 - 3,296,987 Contributions: Employer - - - 846,577 Employee 94,786 952,511 - - 94,786 952,511 - 846,577 Total additions 162,854 1,913,533 - 4,143,564 Employee distributions and withdrawals 279 1,732,116 153,799 - Interest expense - - - 2,037,516 Loan withdrawals 1,111 490,488 (1,346,200) - Net transfers and loan repayments (560,933) (118,246) 972,129 - Total deductions (559,543) 2,104,358 (220,272) 2,037,516 Increase (decrease) in net assets available for plan benefits 722,397 (190,825) 220,272 2,106,048 Net assets available for plan benefits, beginning of year 97,635 17,347,894 2,195,347 6,640,609 Net assets available for plan benefits, end of year $820,032 $17,157,069 $2,415,619 $ 8,746,657 Fund Information continued Total Income from investment activities: Net investment income $ 5,304,392 Net appreciation (deprecia- tion) in fair value of investments 3,185,193 8,489,585 Contributions: Employer 846,577 Employee 3,528,260 4,374,837 Total additions 12,864,422 Employee distributions and withdrawals 4,291,294 Interest expense 2,037,516 Loan withdrawals - Net transfers and loan repayments - Total deductions 6,328,810 Increase (decrease) in net assets available for plan benefits 6,535,612 Net assets available for plan benefits beginning of year 49,919,356 Net assets available for plan benefits, end of year $56,454,968 The accompanying notes are an integral part of the financial statements. 4 PAGE CENTRAL LOUISIANA ELECTRIC COMPANY, INC. 401(k) SAVINGS AND INVESTMENT PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION for the year ended December 31, 1992 Fund Information Merrill Merrill Lynch Lynch Merrill Merrill Ready Federal Lynch Lynch Assets Securities Capital Basic Value Trust Trust Fund, Inc. Fund, Inc. Income from investment activities: Net investment income $ 72,671 $ 132,095 $ 544,851 $ 636,874 Net appreciation (dep- reciation) in fair value of investments - (10,759) (145,553) 599,753 72,671 121,336 399,298 1,236,627 Contributions: Employer - - - - Employee 187,694 197,170 834,967 1,256,309 187,694 197,170 834,967 1,256,309 Total additions 260,365 318,506 1,234,265 2,492,936 Employee distributions and withdrawals 416,715 166,117 308,922 453,005 Interest expense - - - - Loan withdrawals 69,881 58,094 264,044 527,471 Net transfers and loan repayments 628,911 (21,719) 91,256 1,246,608 Total deductions 1,115,507 202,492 664,222 2,227,084 Increase (decrease) in net assets available for plan benefits (855,142) 116,014 570,043 265,852 Net assets available for plan benefits, beginning of year 2,426,687 1,773,659 7,165,317 12,175,441 Net assets available for plan benefits, end of year $1,571,545 $1,889,673 $7,735,360 $12,441,293 Fund Information contintued Merrill Central 401(k) Lynch Louisiana Savings & Growth Fund Electric Investment For Investment Company, Inc. Loan Plan ESOP and Retirement Common Stock Fund Trust Income from investment activities: Net investment income $ 3,051 $ 961,076 $ - $2,430,319 Net appreciation (dep- reciation) in fair value of investments 2,058 (342,224) - (540,071) 5,109 618,852 - 1,890,248 Contributions: Employer - - - 343,236 Employee 22,447 889,928 - - 22,447 889,928 - 343,236 Total additions 27,556 1,508,780 - 2,233,484 Employee distributions and withdrawals - 1,463,658 51,695 46,944 Interest expense - - - 1,534,726 Loan withdrawals 3,866 470,020 (1,393,376) - Net transfers and loan repayments (73,945) (2,544,930) 673,819 - Total deductions (70,079) (611,252) (667,862) 1,581,670 Increase (decrease) in net assets available for plan benefits 97,635 2,120,032 667,862 651,814 Net assets available for plan benefits, beginning of year - 15,227,862 1,527,485 5,988,795 Net assets available for plan benfits, end of year $97,635 $17,347,894 $2,195,347 $6,640,609 Fund Information continued Total Income from investment activies: Net investment income $ 4,780,937 Net appreciation (deprecia- tion) in fair value of investments (436,796) 4,344,141 Contributions: Employer 343,236 Employee 3,388,515 3,731,751 Total additions 8,075,892 Employee distributions and withdrawals 2,907,056 Interest expense 1,534,726 Loan withdrawals - Net transfers and loan repayments - Total deductions 4,441,782 Increase (decrease) in net assets available for plan benefits 3,634,110 Net assets available for plan benefits, beginning of year 46,285,246 Net assets available for plan benefits, end of year $49,919,356 The accompanying notes are an integral part of the financial statements. 5 PAGE CENTRAL LOUISIANA ELECTRIC COMPANY, INC. 401(k) SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS 1. Summary of Significant Accounting Policies and Description of Plan: Plan Description The 401(k) Savings and Investment Plan ("the Plan"), which was adopted January 1, 1985, is intended to provide eligible employees of Central Louisiana Electric Company, Inc. (the "Company" or "CLECO") with long-term savings and investment opportunities. The Plan is a defined contribution plan including an employee stock ownership plan (the "ESOP") which enables employees to invest up to 6% of their annual compensation through payroll savings deductions. Effective April 2, 1992, the ESOP was added and the prior 50% match was replaced with a 66-2/3% match of the Company's convertible preferred stock, 1992 series. Non-matched contributions up to an additional 10% of annual compensation can be made. In conjunction with the amendment, the Company changed the name of the plan from the Employee Savings and Investment Plan to the 401(k) Savings and Investment Plan. Participation in the Plan is voluntary. Employees eighteen years or older are eligible to participate after completion of one year of continuous service. Plan Administration The administration of the Plan is the responsibility of an administrative committee (the "Committee") comprised of employees of the Company. The Committee is appointed by the Company's Board of Directors. Administrative expenses incurred by the Plan are borne by the Company. The responsibilities for the investment, reinvestment, control and disbursement of the funds of the Plan rests with Merrill Lynch Trust Company. In 1992, State Street Bank and Trust became the trustee of the ESOP. Continued 6 PAGE CENTRAL LOUISIANA ELECTRIC COMPANY, INC. 401(k) SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS 1. Summary of Significant Accounting Policies and Description of Plan, continued: Contributions Contributions are recorded in the period the Company makes payroll deductions from participants. Unless otherwise restricted by law, participants may contribute on a pretax basis up to 16% of annual base compensation. The Company's matching contribution is equal to not less than 66-2/3% (50% prior to April 2, 1992) of the employees' total pretax basic contribution, limited to 6% of annual compensation. Subsequent to April 2, 1992, Company contributions are made by the allocation of ESOP shares to participants. Certain qualified rollovers are permitted. The Trustee, in accordance with the participants' directives, invests the employee contributions (and prior to April 2, 1992, matching contributions) in one of five publicly traded mutual funds and in the Company's $2 par value common stock. The following is a brief description of the investment objective of each publicly traded mutual fund: - Merrill Lynch Ready Assets Trust seeks to achieve a high rate of current income and preservation of capital and liquidity through investment in a diversified portfolio of short-term money market securities. - Merrill Lynch Federal Securities Trust seeks to achieve a high current return through investments in U.S. Government and Government agency securities. - Merrill Lynch Capital Fund, Inc. seeks to achieve the highest total investment return consistent with prudent risk through a fully managed investment policy utilizing equity, debt, and convertible securities. - Merrill Lynch Basic Value Fund, Inc. seeks to achieve capital growth and current income primarily through investments in equity securities. Continued 7 PAGE CENTRAL LOUISIANA ELECTRIC COMPANY, INC. 401(k) SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS 1. Summary of Significant Accounting Policies and Description of Plan, continued: - Merrill Lynch Growth Fund for Investment and Retirement seeks to achieve capital growth and income through investing in a diversified portfolio of equity securities. Participants' Accounts The Trustees maintain accounts on behalf of each Plan partici- pant. Each account is credited with (a) the participant's pretax, after tax or rollover contribution, (b) the Company's contribution and (c) the participant's share of Plan earnings. Participants are fully vested in their accounts at all times. Withdrawals and Loans Funds in participants' accounts may be distributed upon death or separation from service in either a lump-sum amount equal to the value of their accounts or as a distribution in kind of shares held for his account in the ESOP fund or common stock fund. A participant is entitled to receive a whole number of shares. Active employees may withdraw funds from their accounts after age 59-1/2 or in the case of certain defined financial hardships. Prior to April 2, 1992, distributions were made either in a lump- sum amount or in installments over a period not to exceed ten years. Loans are available to participants up to specified limits. The term of loans shall not exceed five years and the interest rate is determined by the Committee. Benefits payable for terminations and withdrawals are included in net assets available for plan benefits and are charged to net assets available for plan benefits when paid. This accounting method differs from that required in the Department of Labor Form 5500 which requires benefits payable to be accrued and charged to net assets in the period the liability arises. Continued 8 PAGE CENTRAL LOUISIANA ELECTRIC COMPANY, INC. 401(k) SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS 1. Summary of Significant Accounting Policies and Description of Plan, continued: Accordingly, net assets available for plan benefits as of December 31, 1993 the net increase in net assets available for plan benefits for the year ended December 31, 1993 differ from that which is expected to be reported in the Form 5500 as follows: Net Assets Available for Plan Benefits As reported herein $56,454,968 Accrued benefits payable (814,833) Expected to be reported in Form 5500 $55,640,135 Investment Valuation Investments in securities and mutual funds traded on national securities exchanges are valued based on the last reported sales price as of the end of each fiscal year. The Merrill Lynch Ready Asset Trust is valued at cost plus reinvested interest. Loans made to participants are valued at the unpaid principal balance. CLECO convertible preferred stock is valued based on the quoted market value of CLECO common stock. Income Recognition Transactions in the various funds are accounted for using the transaction date. The Plan presents in the Statements of Changes in Net Assets Available for Plan Benefits, the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. Priority Upon Termination of Plan The Plan may be terminated at any time by the Company's Board of Directors. Upon termination, all assets are to be distributed to Plan participants or their beneficiaries. Participants would receive their proportionate share of the assets as determined by individual account balances on the date of termination. Continued 9 PAGE CENTRAL LOUISIANA ELECTRIC COMPANY, INC. 401(k) SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS 2. Investments: Information relative to investments at December 31, 1993 and number of participants are as follows: December 31, 1993 Number of Units/ Fair Description Participants Shares Cost Value Merrill Lynch Ready Assets Trust 436 1,295,690 $ 1,295,690 $ 1,295,690 Merrill Lynch Federal Securities Trust 361 171,205 1,633,270 1,708,624 Merrill Lynch Capital Fund, Inc. 744 316,878 7,813,577 8,863,074 Merrill Lynch Basic Value Fund, Inc. 944 657,348 12,858,270 15,362,221 Merrill Lynch Growth Fund for Investment and Retirement 107 46,561 834,823 813,894 Central Louisiana Electric Company, Inc. Common Stock 875 691,844 12,523,498 17,123,140 Loan Fund 434 2,415,619 - 2,415,619 Central Louisiana Electric Company, Inc. Convertible Preferred Stock Series of 1992 1,388 299,531 29,953,100 35,577,912 $66,912,228 $83,160,174 In January, 1994 and 1993, the Company allocated 16,134 and 15,394 shares of the preferred stock with a cost of $1,613,400 and $1,539,400 and a market value of $1,916,720 and $1,782,625 as their matching contribution for 1993 and 1992, respectively. At December 31, 1993, the ESOP held 42,518 shares which had been allocated to participants' accounts. Continued 10 PAGE CENTRAL LOUISIANA ELECTRIC COMPANY, INC. 401(k) SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS 2. Investments, continued: Each share of preferred stock is convertible into 4.8 shares of the Company's common stock. The convertible preferred stock is redeemable at the option of the Company beginning April 1, 1996, at the redemption price of $104.0625 per share and at lesser amounts thereafter. Prior to April 1, 1996, the convertible preferred stock is redeemable upon the occurrence of certain events or conditions at redemption prices ranging from $108.125 to $104.875 per share. The dividend rate on the preferred stock was 8.125% in 1993 and 1992. Information relative to investments at December 31, 1992 and number of participants are as follows: December 31, 1992 Number of Units/ Fair Description Participants Shares Cost Value Merrill Lynch Ready Assets Trust 481 1,610,710 $ 1,610,710 $ 1,610,710 Merrill Lynch Federal Securities Trust 381 190,606 1,821,365 1,869,845 Merrill Lynch Capital Fund, Inc. 769 293,682 7,101,778 7,732,652 Merrill Lynch Basic Value Fund, Inc. 944 610,268 11,485,603 12,412,851 Merrill Lynch Growth Fund For Investment & Retirement 28 6,447 94,184 95,944 Central Louisiana Electric Company, Inc. Common Stock 879 716,841 13,911,461 17,293,797 Loan Fund 416 2,203,847 - 2,203,847 Central Louisiana Electric Company, Inc. Convertible Preferred Stock Series of 1992 1,351 299,944 29,994,400 34,733,541 $66,019,501 $77,953,187 Continued 11 PAGE CENTRAL LOUISIANA ELECTRIC COMPANY, INC. 401(k) SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS 2. Investments, continued: As of December 31, 1993 and 1992, the Plan's investments in Merrill Lynch Capital Fund, Inc., Merrill Lynch Basic Value Fund, Inc., Central Louisiana Electric Company, Inc. Common Stock and Central Louisiana Electric Company, Inc. Convertible Preferred Stock Series of 1992 were in excess of 5 percent of net assets available for plan benefits. 3. Notes Payable: On April 2, 1991, the Plan entered into a $30 million borrowing agreement with the Bank of New York (the Bank) to finance the purchase of 300,000 shares of CLECO convertible preferred stock, 1992 series. In July 1992, CLECO purchased the remaining principle balance of the loan. The ESOP makes debt service payments to CLECO from dividends received on unallocated CLECO convertible preferred stock and, if necessary, from additional contributions by CLECO in amounts necessary to satisfy debt service requirements. Through 1992, borrowings bore interest at a variable rate of interest (5.8125% at December 31, 1992). Effective in January 1993, CLECO fixed the rate of interest at 7.4%. Principal payments are required to begin in January of 1999 and continue until January 2009. In January, 1994, the plan made a principal prepayment of $1,205,000. The preferred shares have been pledged as collateral for the loan. Pursuant to ERISA regulations, debt service payments must be made to unencumber shares for allocation to participant accounts. Prior to July 1992, the Company was guarantor for the loan. 4. Employee Stock Ownership Plan: On April 2, 1991, the Company amended and restated the Plan to include the ESOP. In conjunction with this amendment the Central Louisiana Electric Company, Inc. 401(k) Savings and Investment Plan ESOP Trust (the "Trust") was established with State Street Bank and Trust Company as trustee. The Trust borrowed $30,000,000 (which, prior to July 1992, was guaranteed by the Company) to purchase 300,000 shares of a new issue of the Company's convertible preferred stock, $100 par value. Continued 12 PAGE CENTRAL LOUISIANA ELECTRIC COMPANY, INC. 401(k) SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS 5. Tax Status: The Plan is qualified under Sections 401(a) and 401(k) of the Internal Revenue Code and, accordingly, the associated trust is exempt from Federal income taxes under provision of Section 501(a). A favorable determination letter has been issued by the Internal Revenue Service concerning the Plan. Participants' pretax contributions, the Company's contributions, rollover contributions as well as interest, dividends and profits earned by the Plan are not subject to Federal income taxes until these amounts are distributed. 13 SUPPLEMENTAL SCHEDULES PAGE CENTRAL LOUISIANA ELECTRIC COMPANY, INC. EMPLOYEE SAVINGS AND INVESTMENT PLAN ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS for the year ended December 31, 1993 Purchase Selling Price and Price and Value at Value at Description Number of Transaction Transaction of Transactions Transactions Dates Dates Purchase Transactions Merrill Lynch Ready Assets Trust 165 $1,662,114 - Merrill Lynch Capital Fund, Inc. 129 $2,105,666 - Merrill Lynch Basic Value Fund, Inc. 152 $3,847,671 - Central Louisiana Electric Company, Inc. Common Stock $2.00 Par Value 144 $2,985,882 - Selling Transactions Merrill Lynch Ready Assets Trust 68 - $1,977,137 Merrill Lynch Capital Fund, Inc. 57 - $1,482,249 Merrill Lynch Basic Value Fund, Inc. 69 - $2,801,409 Central Louisiana Electric Company, Inc. Common Stock, $2.00 par value 50 - $2,349,637 (ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS continued) Gain Description Cost of (Loss) from of Transaction Shares Sold Transaction Purchase Transactions Merrill Lynch Ready Assets Trust $1,662,114 - Merrill Lynch Capital Fund, Inc. - - Merrill Lynch Basic Value Fund, Inc. - - Central Louisiana Electric Company, Inc. Common Stock $2.00 Par Value - - Selling Transactions Merrill Lynch Ready Assets Trust $1,977,137 - Merrill Lynch Capital Fund, Inc. $1,338,756 $143,493 Merrill Lynch Basic Value Fund, Inc. $2,468,612 $332,797 Central Louisiana Electric Company, Inc. Common Stock, $2.00 Par Value $1,691,889 $657,748 There were no significant expenses associated with the above transactions. 14 PAGE CENTRAL LOUISIANA ELECTRIC COMPANY, INC. 401(k) SAVINGS AND INVESTMENT PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES as of December 31, 1993 Units/ Current Description Shares Cost Value Merrill Lynch Ready Assets Trust 1,295,690 $ 1,295,690 $ 1,295,690 Merrill Lynch Federal Securities Trust 171,205 1,633,270 1,708,624 Merrill Lynch Capital Fund, Inc. 316,878 7,813,577 8,863,074 Merrill Lynch Basic Value Fund, Inc. 657,348 12,858,270 15,362,221 Merrill Lynch Growth Fund for Investment & Retirement 46,561 834,823 813,894 Central Louisiana Electric Company, Inc. Common Stock, $2.00 par value 691,844 12,523,498 17,123,140 Loan Fund 2,415,619 - 2,415,619 Central Louisiana Electric Company, Inc. Convertible Preferred Stock, Series of 1992 299,531 29,953,100 35,577,912 $66,912,228 $83,160,174 15 PAGE SIGNATURE The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. 401(k) SAVINGS AND INVESTMENT PLAN OF CENTRAL LOUISIANA ELECTRIC COMPANY, INC. Date: June 27, 1994 David M. Eppler, Chairman of the Plan Committee 16 EX-1 2 CONSENT OF INDEPENDENT ACCOUNTANTS PAGE EXHIBIT 1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statements of Central Louisiana Electric Company, Inc. on Form S-8 (Registration Nos. 33-10169 and 33-44663) of our report dated May 20, 1994, on our audits of the financial statements and supplemental schedules of Central Louisiana Electric Company, Inc. 401(k) Savings and Investment Plan as of December 31, 1993 and 1992 and for the years then ended, which report is included in this Annual Report on Form 11-K. COOPERS & LYBRAND New Orleans, Louisiana June 29, 1994 17 -----END PRIVACY-ENHANCED MESSAGE-----