0001089819-11-000069.txt : 20111102 0001089819-11-000069.hdr.sgml : 20111102 20111102151545 ACCESSION NUMBER: 0001089819-11-000069 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111027 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20111102 DATE AS OF CHANGE: 20111102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLECO POWER LLC CENTRAL INDEX KEY: 0000018672 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 720244480 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05663 FILM NUMBER: 111174281 BUSINESS ADDRESS: STREET 1: 2030 DONAHUE FERRY ROAD CITY: PINEVILLE STATE: LA ZIP: 71360-5226 BUSINESS PHONE: 3184847400 MAIL ADDRESS: STREET 1: 2030 DONAHUE FERRY ROAD CITY: PINEVILLE STATE: LA ZIP: 71360-5226 FORMER COMPANY: FORMER CONFORMED NAME: CLECO UTILITY GROUP INC DATE OF NAME CHANGE: 19990708 FORMER COMPANY: FORMER CONFORMED NAME: CENTRAL LOUISIANA ELECTRIC CO INC DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLECO CORP CENTRAL INDEX KEY: 0001089819 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 721445282 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15759 FILM NUMBER: 111174280 BUSINESS ADDRESS: STREET 1: 2030 DONAHUE FERRY ROAD CITY: PINEVILLE STATE: LA ZIP: 71360-5226 BUSINESS PHONE: 3184847400 MAIL ADDRESS: STREET 1: PO BOX 5000 CITY: PINEVILLE STATE: LA ZIP: 71361-5000 FORMER COMPANY: FORMER CONFORMED NAME: CLECO HOLDING CORP DATE OF NAME CHANGE: 19990630 8-K 1 clecocorp8k_110211.htm CLECO CORPORATION SEC FORM 8-K clecocorp8k_110211.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): October 27, 2011

CLECO CORPORATION
(Exact name of registrant as specified in its charter)

Louisiana
1-15759
72-1445282
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
  
Identification No.)

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

CLECO POWER LLC
(Exact name of registrant as specified in its charter)

Louisiana
1-05663
72-0244480
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
  
Identification No.)

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
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 
 
 
 
 
Item 5.02      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On November 2, 2011, Cleco Corporation (the “Company”) announced a new management structure at the Company and at its wholly owned subsidiary Cleco Power LLC (“Cleco Power”) involving different reporting relationships and several promotions.  All of the actions in connection with such management changes were approved by the Company’s Board of Directors and Cleco Power’s Board of Managers on October 27, 2011, and will be effective November 12, 2011.  In connection with such changes, R. Russell Davis, formerly the Company’s and Cleco Power’s Vice President of Investor Relations and Chief Accounting Officer, was promoted to Senior Vice President of External Relations and Information Technology, and will no longer be the Chief Accounting Officer of the Company or Cleco Power.  Terry L. Taylor, age 56, was appointed as the Company’s and Cleco Power’s Controller and Chief Accounting Officer.  Ms. Taylor has served as the Company’s and Cleco Power’s Assistant Controller since August 2006 and was Director of Accounting Services and Affiliate Compliance from January 2004 to August 2006.  She has 11 years of service with the Company and Cleco Power.
 
In addition, the Company announced that George W. Bausewine, President and Chief Operating Officer of Cleco Power, will retire in February 2012.  A copy of the Company’s press release announcing Mr. Davis’ promotion, Ms. Taylor’s appointment, Mr. Bausewine’s retirement and the Company’s new senior management structure is attached to this Current Report on Form 8-K as Exhibit 99.1.
 
On October 20, 2011 in light of his approaching retirement, Michael H. Madison tendered his resignation from the Board of Directors of the Company (the “Board”) effective October 29, 2011.  At its meeting on October 28, 2011, the Board accepted Mr. Madison’s resignation and amended the Bylaws of the Company to decrease the number of directors from eleven to ten.  To rebalance the classes of directors, effective immediately after
Mr. Madison’s resignation on October 29, 2011, Mr. Logan W. Kruger, a Class III director, became a Class I director with a term of office expiring at the annual meeting of the Company’s shareholders in 2013.
 
Item 5.03      Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
As noted above, the Board amended the Company’s Bylaws on October 28, 2011 to decrease the number of directors from eleven to ten.  A copy of the revised Bylaws will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011.
 
 
 
 
 
 
 
 
Item 9.01       Financial Statements and Exhibits.
 
(d) Exhibits.
 
The following exhibit is furnished herewith:
 
99.1     Press Release issued November 2, 2011 announcing Mr. Davis’ promotion, Ms. Taylor’s appointment, Mr. Bausewine’s retirement and the Company’s new senior management structure.
 
 
 
 
 
 

 
SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


 
CLECO CORPORATION
   
   
   
Date:  November 2, 2011
By:  /s/ R. Russell Davis              
 
R. Russell Davis
 
Vice President of Investor Relations and Chief Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
CLECO POWER LLC
   
   
   
Date:  November 2, 2011
By:  /s/ R. Russell Davis              
 
R. Russell Davis
 
Vice President of Investor Relations and Chief Accounting Officer
 
 
 
 
 
 

 

 
EXHIBIT INDEX

Exhibit Number
Exhibit Description
   
99.1
Press Release issued November 2, 2011 announcing Mr. Davis’ promotion, Ms. Taylor’s appointment, Mr. Bausewine’s retirement and the Company’s new senior management structure.

 
 

 
 EX-99.1 2 exhibit991.htm EXHIBIT 99.1 - PRESS RELEASE exhibit991.htm
 
Exhibit 99.1
 

 
Cleco announces new senior management structure
 
Cleco Power COO to retire in February 2012
 
PINEVILLE, La., Nov. 2, 2011 -- Cleco Corporation (NYSE: CNL) today announced a new management structure involving different reporting relationships and several promotions to better align the senior management team with the company’s goals and objectives.
 
In addition, George W. Bausewine, president and chief operating officer of Cleco Power, announced he will retire in February 2012.  Leadership changes in the Cleco Power subsidiary organization will be announced in early 2012.
 
“This new Cleco corporate management structure creates an organization which will have executive officers and senior managers focused directly on employing best practices in processes critical to our success for the benefit of our customers and our stockholders,” said Bruce A. Williamson, Cleco’s president and chief executive officer.  “These changes show our intent to develop people throughout the organization.  Prior to his retirement, George will assist me in evaluating the Cleco Power organization with a goal of creating similar opportunities for development and advancement of our people.”
 
Williamson’s direct reports and their areas of responsibility for Cleco Corporation are as follows:
 
R. Russell Davis, formerly Cleco’s vice president investor relations and chief accounting officer, has been promoted to senior vice president of external relations and information technology.  Davis will retain responsibility for investor relations and combine this function with Cleco’s corporate communications group to create the external relations team.  Also reporting to Davis will be:
 
·  
Troy West, who will remain general manager of information technology; and
 
·  
Cheryl Patrick, who will remain manager of supply chain and contracts.
 
Judy P. Miller, formerly Cleco’s corporate secretary, has been promoted to senior vice president of corporate services and internal audit.  Reporting to Miller will be:
 
·  
Susan Broussard, who has been promoted to general manager of human resources;
 
·  
Maile Sharff, who has been promoted to general manager of health, safety and environmental compliance;
 
·  
Jessica Viator, who has been promoted to general manager of support services which will include telecommunications, facilities, corporate records and corporate services; and
 
·  
Doug Bell, who will remain general manager of internal audit.
 
Darren Olagues, Cleco’s senior vice president of finance and chief financial officer, will temporarily add the title of treasurer to his position.  He will assume responsibility for the direct reports of the treasurer while a search is conducted for a treasurer.  In addition to the treasury function, the following individuals will report to Olagues:
 
·  
Robbie LaBorde, who has been promoted to vice president strategic planning, development and environmental policy;
 
·  
Terry Taylor, formerly assistant controller who has been promoted to controller and chief accounting officer; and
 
·  
Charles A. Mannix, who will be general manager of tax.
 
 
 
(more)
 
 
 
Wade Hoefling will remain senior vice president and general counsel.  Hoefling’s direct reports are as follows:
 
·  
Julia Callis, who has been promoted to associate general counsel and corporate secretary;
 
·  
Mark Pearce, associate general counsel;
 
·  
Louis Guidry, manager of NERC compliance;
 
·  
Jill Kelone, attorney; and
 
·  
Lauren LeBoeuf, corporate paralegal.
 
Jeffrey W. Hall will remain senior vice president of governmental affairs and chief diversity officer, and Keith Johnson will remain acting vice president of Cleco Midstream. Changes will be effective Nov. 12.
 

 
#
 

 
Cleco Corporation is a regional energy company headquartered in Pineville, La. Cleco owns a regulated electric utility company, Cleco Power LLC, which owns 10 generating units with a total nameplate capacity of 2,572 megawatts and serves approximately 279,000 customers in Louisiana through its retail business and 10 communities across Louisiana and Mississippi through wholesale power contracts.  Cleco also owns a wholesale energy business, Cleco Midstream Resources LLC, which owns two natural gas-fired generating units with a total nameplate capacity of 775 megawatts.  For more information about Cleco, visit www.cleco.com.
 
 
Media contact:
Robbyn Cooper
Cleco Corporation
318-484-7136