10-12G/A 1 0001.txt FORM 10 - AMENDMENT #1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ 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) 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)
Registrant's telephone number, including area code: (318) 484-7400 Securities to be registered pursuant to Section 12(b) of the Act: Name of each exchange on which Title of each class to be so registered each class is to be registered --------------------------------------- ------------------------------ None. Not applicable.
Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, $2.00 Par Value (Title of class) ================================================================================ 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. -2-
SEC File or Registration Registration Statement or Exhibit Exhibits Number Report Number ------------------------------------------------------------------ ----------------- ------------------- ------------- 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 ------------------------------------------------------------------ ----------------- ------------------- ------------- 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 ------------------------------------------------------------------ ----------------- ------------------- ------------- 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
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. -5- 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 -------------------------- Name: Thomas J. Howlin Title: Chief Financial Officer -6-