SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
Commission file number 1-5663
Or
/ / TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Central Louisiana Electric Company, Inc.
(Exact Name of Registrant as specified in its charter)
Louisiana 72-0244480
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
Common Stock, $2.00 Par Value New York Stock Exchange
Pacific Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
Cumulative Preferred Stock, $100 Par Value None
4.50%
4.50%, Series of 1955
4.65%, Series of 1964
4.75%, Series of 1965
Convertible, Series of 1991
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days. Yes X , No .
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. / /
As of February 22, 1994, the aggregate value of the Registrant's
voting stock held by non-affiliates was $494,023,447. The
Registrant's Cumulative Preferred Stock is not listed on any exchange,
nor are prices for the Cumulative Preferred Stock quoted on NASDAQ;
therefore, its market value is not readily determinable and is not
included in the foregoing amount.
As of February 22, 1994, there were 22,398,341 shares outstanding of
the Registrant's Common Stock, par value $2.00 per share.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Shareholders for the
year ended December 31, 1993 are filed as Exhibit 13 to this report
and incorporated by reference into Part II herein. Portions of the
Registrant's definitive Proxy Statement dated March 9, 1994, for the
Annual Meeting of Shareholders to be held on April 22, 1994, are
incorporated by reference into Part III herein.
TABLE OF CONTENTS
PART I Page
Item 1. Business
General................................... 1
Electric Operations....................... 1
Regulatory and Environmental Matters...... 8
Construction and Financing................ 14
Item 2. Properties................................. 14
Item 3. Legal Proceedings.......................... 15
Item 4. Submission of Matters to a Vote of
Security Holders.......................... 15
Executive Officers of the Registrant................. 16
PART II
Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters........... 18
Item 6. Selected Financial Data.................... 19
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of
Operations................................ 20
Item 8. Financial Statements and
Supplementary Data........................ 20
Item 9. Changes In and Disagreements with
Accountants on Accounting and
Financial Disclosure...................... 20
PART III
Item 10. Directors and Executive Officers
of the Registrant......................... 20
Item 11. Executive Compensation..................... 20
Item 12. Security Ownership of Certain Beneficial
Owners and Management..................... 20
Item 13. Certain Relationships and Related
Transactions.............................. 21
PART IV
Item 14. Exhibits, Financial Statement
Schedules and Reports on Form 8-K......... 22
PART I
ITEM 1. BUSINESS
GENERAL
Central Louisiana Electric Company, Inc. (the Company) was
incorporated in 1934 under the laws of the State of Louisiana and is
engaged principally in the generation, transmission, distribution and
sale of electric energy to approximately 213,000 customers in 63
communities and contiguous rural areas in a 14,000 square mile region
in the State of Louisiana. At December 31, 1993 the Company employed
1,224 persons. The Company's mailing address is P. O. Box 5000,
Pineville, Louisiana 71361-5000, and its telephone number is (318)
484-7400.
ELECTRIC OPERATIONS
POWER GENERATION
The Company operates and either owns or has an ownership interest in
four steam electric generating stations. The Company is the sole owner
of the Coughlin Power Station, the Teche Power Station and Rodemacher
Power Station Unit 1. The Company owns a 50% interest in Dolet Hills
Power Station Unit 1 (Dolet Hills Unit 1), and a 30% interest in
Rodemacher Power Station Unit 2 (Rodemacher Unit 2). At December 31,
1993, the Company's aggregate electric generating capacity at the four
stations was 1,686,000 kilowatts. The following table sets forth
certain information with respect to the Company's generating
facilities.
YEAR CAPACITY TYPE OF
OF AT FUEL
GENERATING INITIAL 12/31/93 USED FOR
Generating Station UNIT # OPERATION (KILOWATTS) GENERATION(1)
Coughlin Power Station 6 1961 110,000 gas/oil(standby)
7 1966 224,000 gas/oil(standby)
Teche Power Station 1 1953 23,000 gas
2 1956 48,000 gas
3 1971 359,000 gas/oil(standby)
Rodemacher Power Station 1 1975 440,000 gas/oil
2 1982 157,000(2) coal/gas
Dolet Hills Power Station 1 1986 325,000(3) lignite
Total Generating Capability 1,686,000
(1) Where oil is used on a standby basis, capacity may be reduced.
(2) Represents the Company's 30% interest in the capacity of
Rodemacher Unit 2, a 523,000-kilowatt generating unit.
(3) Represents the Company's 50% interest in the capacity of Dolet
Hills Unit 1, a 650,000-kilowatt generating unit.
1
FUEL
The following table sets forth, for the periods indicated, the
percentages of power generated from various fuels at the Company's
electric generating plants, the cost of fuel per kilowatt hour (KWH)
attributable to each such fuel and the weighted average fuel cost per
KWH.
WEIGHTED
LIGNITE COAL GAS FUEL OIL AVERAGE
COST COST COST COST COST
PER PERCENT PER PERCENT PER PERCENT PER PERCENT PER
KWH OF KWH OF KWH OF KWH OF KWH
(MILLS) GENERATION (MILLS) GENERATION (MILLS) GENERATION (MILLS) GENERATION (MILLS)
1993 15.50 32.7 20.28 19.5 25.11 47.8 - - 21.02
1992 14.96 37.0 20.07 16.7 21.48 46.3 - - 18.83
1991 14.96 37.2 21.07 15.2 19.94 47.6 - - 18.26
1990 14.83 36.0 19.60 17.4 23.88 46.6 - - 19.87
1989 13.95 36.0 18.93 13.3 23.15 50.5 22.9 0.2 19.28
For information with respect to the Company's ability to pass
through changes in costs of generating fuel to its customers, see
"Regulatory and Environmental Matters - Rates" hereunder.
Gas Supply
During 1993 the Company purchased a total of 28,083 billion
British thermal units (MMMBtu) of natural gas for the generation of
electricity. The annual and average per-day quantities of gas
purchased by the Company from each supplier is shown in the table
below.
AVERAGE
AMOUNT
1993 PURCHASED PERCENT
PURCHASES PER DAY OF TOTAL
GAS SUPPLIER (MMMBtu) (MMMBtu) GAS USED
Arkansas Louisiana Gas Company 20,216 55.4 72.0
Louisiana Intrastate Gas Corporation 6,040 16.5 21.5
LL&E Gas Marketing, Inc. 1,825 5.0 6.5
Other 2 - -
28,083 76.9 100.0
Effective January 1, 1992 the Company entered into a new contract
with Arkla General Supply Company (AGS), a division of Arkla Energy
Marketing Company which is a subsidiary of Arkla, Inc., for the sale
of natural gas to be delivered to the Company's four power stations.
The contract provides for a firm gas supply through the year 2000 in
quantities sufficient to meet the Company's internal system
requirements and contains options designed to enable the Company to
manage the natural gas component of its total fuel costs.
Concurrently with the signing of the gas supply contract, AGS entered
into a contract with Louisiana Intrastate Gas Corporation (LIG), which
at the time was a wholly owned subsidiary
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of Arkla, Inc., for the transportation of the gas purchased from AGS.
Under the terms of the gas supply contract, AGS incurs the cost of
transporting gas via LIG's pipelines to the Company's power stations.
The gas supply contract with AGS allows the Company to select in
advance, on an annual basis, how the Company will meet its internal
system requirements for gas. One option allows the purchase of gas
exclusively from AGS with transportation provided by LIG. Another
option allows supply needs to be met with gas purchased from AGS and
third party gas suppliers and transported by others or by LIG. The
Company may continue to purchase gas under a prior contract with LL&E
Gas Marketing, Inc. (described in further detail below) without such
purchases being considered as purchases from a third party supplier,
unless the Company has elected to purchase gas from third party
suppliers.
The contract with AGS contains pricing mechanisms for gas
purchased thereunder which are intended to approximate current market
prices at the time of purchase and are designed to be competitive with
prices paid by other Louisiana utility companies. In addition to
standard contractual termination provisions, the contract may be
terminated by either party, subject to acceptance by the other party,
if the price calculated according to the contract is determined to be
unacceptable. If notice of termination is given because of pricing,
the contract will remain in effect for a period of twelve months, and
LIG will remain obligated to transport replacement gas for an
additional eighteen months.
The contract with AGS also contains minimum and maximum supply
obligations which are based upon the Company's seasonal generation
requirements and are dependent upon which option is selected by the
Company. The supply obligations under either option may be increased
if the Company's solid-fuel generating units are unavailable due to
scheduled or unscheduled maintenance outages or for other reasons.
The Company is obligated to purchase certain quantities of gas from
AGS on an annual basis. A minimum or base quantity of 20,000 MMMBtu
of gas must be purchased during a year, adjusted by plus or minus 10%
at the option of the Company each year, if all gas is purchased from
AGS. A minimum of 25,000 MMMBtu must be purchased during a year if
any gas is purchased from third party suppliers. In 1993 the base
quantity of gas to be purchased under the AGS contract was 20,000
MMMBtu. During 1993 the Company purchased a base quantity of 20,045
MMMBtu of gas, including gas purchased on behalf of Southwestern
Electric Power Company (SWEPCO), joint owner of Dolet Hills Unit 1,
and Louisiana Energy and Power Authority (LEPA) and Lafayette Public
Power Authority (LPPA), joint owners of Rodemacher Unit 2. During
1993 the Company did not purchase any gas from third party suppliers
under the terms of the contract with AGS.
During 1993 the Company entered into a separate contract with LIG
for the sale and transportation of natural gas to the Company's
3
power stations. A total of 6,040 MMMBtu of "spot" and surplus gas was
purchased from LIG during 1993 under an interim sale and
transportation agreement. Gas purchased under the LIG contract is not
considered to be purchases from third parties under the gas supply
contract between the Company and AGS. The contract with LIG provides
for the purchase of spot gas for the Company's internal system
requirements when the price of such gas is less than that of energy
purchases from other utilities and provides for the purchase of
surplus gas, if and when it is available, for energy sales to other
utilities. The Company has a separate contract with LIG which
provides for the transportation of gas purchased by the Company from
third party suppliers or under circumstances where AGS fails to meet
its contract obligations.
The Company has contracted with LL&E Gas Marketing, Inc., an
affiliate of Louisiana Land & Exploration Company, for the purchase of
up to 5 MMMBtu of gas per day on a month-to-month basis, subject to
termination by either party. The purchase price of the gas is based
on a monthly index plus a markup and transportation fee. Purchased gas
is transported via the intrastate pipeline system owned and operated
by LIG.
The Company has never incurred a liability for any gas not taken
under the take-or-pay provisions of its gas supply agreements.
Although natural gas has been relatively plentiful in recent
years, supplies available to the Company and other consumers are
vulnerable to disruption due to weather conditions, transportation
disruption, price changes and other events. Large boiler-fuel users
of natural gas, including electric utilities, generally have the
lowest priority among gas users in the event pipeline suppliers are
forced to curtail deliveries due to inadequate supplies. Thus,
supplies of natural gas may become unavailable from time to time,
or prices may increase rapidly in response to temporary supply
disruptions. Such events may require the Company to shift its gas-
fired generation to alternative fuel sources such as fuel oil to the
extent it has the capability to burn those alternative fuels.
Currently, the Company anticipates that its alternative fuel
capability, combined with its solid-fuel generating resources, are
adequate to meet fuel needs during any temporary interruption of gas
supplies.
Coal and Lignite Supply
Under the terms of a contract with Kerr-McGee Coal Corporation
(Kerr-McGee), the supplier of coal used in Rodemacher Unit 2, the
Company has agreed to purchase approximately 12.8 million tons of low-
sulfur coal over a 25 year period which began in 1982. The Company
estimates that this supply of coal will be sufficient to meet its
share of the fuel requirements of Rodemacher Unit 2 during the same
period. The price of coal under the contract is a base price per ton
plus a "total escalation charge" to reflect changes
4
in certain indices specified in the contract. The contract also
provides for adjustment of the price based on the heating value of
coal delivered. After purchasing a given annual quantity of base
coal, the Company has the right to purchase coal from third parties in
the spot market, and Kerr-McGee has the right to meet the terms of the
proposed purchase if it chooses to do so. The coal supplied by Kerr-
McGee is surface-mined in Wyoming and transported to the Rodemacher
Unit 2 site by railroad in unit trains which are leased by the Company
pursuant to various long-term leases. The Company has contracted
with rail carriers for the transportation of the coal. Although it is
possible that the supply of coal could be curtailed because of rail
transportation interruptions, the Company has not experienced any
significant interruptions in the past. During 1993 the Company
purchased 670,845 tons of coal from Kerr-McGee, including 160,847 tons
of spot coal. As of December 31, 1993 the cumulative total of coal
purchased by the Company since the inception of this contract, which
is subject to the 12.8 million ton contract amount, was approximately
6.1 million tons. At December 31, 1993 the Company's coal inventory
at Rodemacher Unit 2 was approximately 75,000 tons (about a 34-day supply).
Lignite is used as fuel for Dolet Hills Unit 1. The Company and
SWEPCO, a co-owner of the unit, have entered into agreements pursuant
to which each acquired an undivided 50% interest in the other's leased
and owned lignite reserves in northwestern Louisiana. Prior to the
commencement of mining operations in 1985, the estimated recoverable
lignite reserves from such holdings within the lignite surface mine
permit boundary totaled approximately 150 million tons. It is
estimated that Dolet Hills Unit 1 will require approximately 75
million tons of lignite for 30 years of operation. The Company and
SWEPCO have entered into an agreement with the Dolet Hills Mining
Venture for the mining and delivery of lignite required to meet the
fuel needs of the unit. No significant delivery disruptions have
been experienced since mining operations began, and the Company does
not expect any disruptions in the future. The price of lignite
delivered pursuant to the agreement is a base price per ton, subject
to escalation based on certain inflation indices, plus specified
"pass-through" costs. The agreement terminates 25 years after initial
operation of the unit, but may be extended up to an additional 20
years at the option of the Company and SWEPCO. During 1993
approximately 2.6 million tons of lignite were mined, bringing the
cumulative total of lignite mined since mining operations began to
approximately 21.8 million tons as of December 31, 1993.
In order to provide an additional source of lignite for Dolet
Hills Unit 1, in 1988 the Company entered into a contract with
Phillips Coal Company (Phillips) for the purchase of approximately 3.5
million tons of lignite over the life of the contract. Deliveries
began during 1989, and the contract will expire on January 1, 2005.
The contract was amended in 1988 and assigned by
5
Phillips to Red River Mining Co., a joint venture of the North
American Coal Corp. and Phillips. The contract was also amended in
1989 to increase the maximum amount to be delivered during the life of
the contract to 3.7 million tons and to increase the maximum amount to
be delivered during any year to 430,000 tons. Of this volume, the
Company will receive 94.14%, and SWEPCO will receive 5.86%. The
minimum annual purchase requirement is 200,000 tons. The price of
lignite under the contract is a base price per MMMBtu, subject to
escalation, plus certain pass-through costs. The contract may be
terminated, subject to penalty provisions, at the option of the
Company at any time after January 1, 1995, with 60 days' written
advance notice to Red River Mining Co. During 1993 the Company and
SWEPCO purchased a total of 460,099 tons of lignite from Red River
Mining Co. Of this amount, 205,001 tons were purchased under the base
contract, bringing the cumulative total of lignite purchased under
this contract as of December 31, 1993 to approximately 1.3 million
tons. The remaining 255,098 tons were purchased as spot lignite under
two separate amendments negotiated during 1992 and 1993. The spot
lignite is purchased at a base price which is escalated in proportion
to the escalation in Dolet Hills Mining Ventures' price. Purchases
under these amendments are not applicable to the 3.7 million ton
contract obligation.
The amount of lignite used by the Company during 1993 from both
mining sources was approximately 1.5 million tons. The continuous
supply of lignite from the mining sources may be subject to
interruption due to adverse weather conditions or other factors which
may disrupt mining operations. At December 31, 1993 the Company's
lignite inventory was approximately 346,000 tons (about a 60-day
supply).
Oil Supply
The Company has been able to obtain oil supplies by spot
purchases as needed. Rodemacher Power Station has oil storage
capacity of 762,000 barrels (approximately a 75-day supply), and the
other generating stations have oil storage capacity aggregating
319,000 barrels (approximately a 20-day supply). The Company burned
only 88 barrels of oil as a fuel source in 1993.
POWER PURCHASES
The Company purchases electric energy from neighboring utilities
when the price of the energy purchased is less than the cost to the
Company of generating such energy from its own facilities.
Additionally, the Company has a long-term contract under which it
purchases a small percentage of its total energy requirements from a
hydroelectric generating plant. During 1993 the Company purchased
1,321 million KWH of electricity, or approximately 18% of its total
energy requirements.
6
SALES
The Company is a "public utility" engaged principally in the
generation, transmission, distribution and sale of electricity solely
within Louisiana. For further information regarding the Company's
generating stations and its transmission and distribution facilities,
see "Power Generation" above and "Properties" in Item 2. The
following table sets forth information concerning sales by the Company
to various classes of customers for each of the last three years.
SALES (MILLION KWH)
1993 1992 1991
Residential 2,470 2,353 2,313
Commercial 1,109 1,062 1,043
Industrial 2,005 1,972 1,928
Other retail 463 477 464
Sales for resale * 175 146 141
Total sales to regular customers 6,222 6,010 5,889
Short-term sales to other utilities * 266 88 121
Total kilowatt-hour sales 6,488 6,098 6,010
* Sales to the city of Alexandria were reclassified from Short-term
sales to other utilities to Sales for resale.
The Company's 1993 system peak demand occurred in August and was
1,346,000 kilowatts. Sales and peak demand are affected by
seasonal demand influenced by weather and are generally highest
during the summer air-conditioning and winter heating seasons. The
financial effects of seasonal demand on the Company's quarterly
operating results are discussed in Note L to the Consolidated
Financial Statements on page 32 of the 1993 Annual Report to
Shareholders, which information is filed as Exhibit 13 to this report
and incorporated into Part II herein by reference.
The Company expects the peak demand on the system to grow at a
compound annual rate of approximately 2% over the next ten years. An
ongoing review of future generating requirements continues to indicate
that additional generating capacity should not be needed until the
year 2000. The Company expects to achieve postponement of additional
new capacity by developing a demand-side management program to reduce
the load on the system along with refurbishing a retired 55 MW gas
unit not currently in service for use as a peaking unit. Such
measures are currently under study.
No customer accounted for 10% or more of the Company's revenues in
1993. Additional information regarding the Company's sales and
revenues is set forth on pages 14 and 15 under the subcaption "Results
of Operations" under the caption "Management's Discussion and Analysis
of Financial Condition and Results of Operations" in the Company's
1993 Annual Report to Shareholders, which is filed as Exhibit 13 to
this report and incorporated herein by reference.
7
REGULATORY AND ENVIRONMENTAL MATTERS
RATES
Retail electric operations of the Company are subject to the
jurisdiction of the Louisiana Public Service Commission (LPSC) with
respect to rates, standards of service, accounting and other matters.
The LPSC establishes base rates based upon nonfuel costs, including
the cost of capital, and sales. The Company is also subject to the
jurisdiction of the Federal Energy Regulatory Commission (FERC) with
respect to certain aspects of its electric business, including rates
for wholesale service and interconnections with, and the transmission
of power for, other utilities. Periodically, the Company has sought
and received increases in base rates from both the LPSC and the FERC
to cover increases in operating costs and costs associated with
additions to generating, transmission and distribution facilities.
The Company's electric rates include a fuel and purchased power
cost adjustment clause which enables the Company to reflect monthly
fluctuations in the cost of fuel and short-term purchased power.
Additionally, pretax income from certain off-system sales to other
utilities is passed on to customers through the fuel cost adjustment
clause. Fuel costs and fuel adjustment billing factors are approved
by the LPSC and the FERC. These cost adjustments are based on costs
from earlier periods which result in over or under-recovery for the
period in which the adjustment is made. Any over or under-recovery is
corrected by adjustment in later periods. As of December 31, 1993 the
net accumulated balance of over-recovery on sales subject to the
LPSC's jurisdiction was approximately $5.3 million.
The Company, along with three other investor-owned electric utility
companies operating within the State of Louisiana, was named by
consultants in a preliminary report provided to the LPSC at its
regularly scheduled meeting held on June 29, 1993, as having a current
return on equity which may be higher than a return which would be
awarded if rates were established currently. The LPSC offered all
four utility companies the opportunity to respond to the consultants'
comments within one month. The Company believes that its current
return on equity is reasonable, and provided a response to the LPSC.
The LPSC considered the responses of all four companies at its August
meeting and elected to review the earnings of all electric, gas and
telephone utilities that it regulates (approximately 35 companies),
over the next two years. Currently, the Company expects to be
reviewed in early 1995.
8
COMPETITION AND FRANCHISES
The Company does not experience significant competition for sales
of electricity to residential customers due to the existence of
franchise rights granted by governmental units and enforced by state
regulation. Such franchises are for fixed terms and expire from time
to time. In the past, the Company has been successful in the renewal
of such franchises in a timely manner. Currently, the Company is
negotiating with a nonexclusive municipal franchise affecting about
6,000 customers, or about 2.8% of the Company's customers, to renew
its franchise agreement which expires in July 1994. The city
administration has indicated that it may seek ownership of the
Company's electric system within the city limits by condemnation or
otherwise. The outcome of the continuing negotiations for the
franchise is uncertain, but the Company will contest any attempt to
acquire its customers or local electric system. The Company does
compete for residential load with natural gas companies within its
service area which offer an alternative fuel for heating needs. The
Company also experiences some competition for electric sales to
industrial customers in the form of self-generation.
In recent years, the Company has been successful in competing for
wholesale sales within its service territory, including short-term
sales to the city of Alexandria and a full requirements sale to the
city of St. Martinville. Sales under the St. Martinville agreement,
which represents an approximate 13 MW load, will begin in May 1995 and
extend through December 2000. The agreement is expected to provide
additional base revenues, net of facility payments, of about $4
million over the term of the agreement. The contract has been filed
with the FERC for approval. The Louisiana Energy and Power Authority,
the city of Lafayette and the American Public Power Association have
intervened before the FERC asserting unduly preferential,
discriminatory and predatory pricing. The Company is contesting these
assertions.
The Energy Policy Act of 1992 contains provisions which among other
things are intended to broaden competition among companies that
generate electricity, including nonregulated independent power
producers, by promoting open access to transmission networks for
wholesale transactions. At this time, the Company is unable to
predict the long-range effects this legislation will have on the
electric industry and the Company's financial condition or operations.
RECENT DEVELOPMENTS
On February 22, 1994 the Company announced its interest in
purchasing Teche Electric Cooperative, Inc. (Teche). Teche serves
about 8,600 customers and its service area, which is in Iberia, St.
Martin and St. Mary parishes (counties), is adjacent to and similar to
the Company's. Teche officials have indicated in press
9
releases that they intend to resist the acquisition. At this time,
the Company is unable to predict whether it will be successful in
reaching an agreement with Teche.
ENVIRONMENTAL QUALITY
The Company is subject to numerous laws and regulations administered
by federal, state and local authorities with regard to protection of
the environment. These statutory and regulatory provisions impose
various substantive requirements, the violation of which may result in
substantial fines and penalties. Environmental requirements continue
to increase as a result of new legislation, administrative actions and
judicial interpretations. Therefore, the precise future effects of
existing and potential requirements are difficult to determine.
During 1993 the Company's capital expenditures related to
environmental compliance were approximately $2.5 million and such
expenditures are estimated to total approximately $4.7 million in
1994. A large portion of this increase is attributable to the new
requirement to install continuous emission monitors under the federal
Clean Air Act.
Air Quality
The State of Louisiana regulates emissions from each of the
Company's generating units through regulations issued by the Air
Quality Division (AQD) of the Louisiana Department of Environmental
Quality (LDEQ). In addition, the AQD implements certain programs
initially established by the Environmental Protection Agency (EPA).
The AQD requires permits for certain generating units including the
Company's three most recently constructed generating units, Rodemacher
Units 1 and 2 and Dolet Hills Unit 1. All three of these units have
received AQD permits. Teche Unit 3 received a permit in 1973 when the
unit was modified to burn low-sulfur fuel oil. Emissions from the
Company's other units are regulated by Emission Inventory
Questionnaires (EIQs), or compliance schedules, which are submitted to
the AQD.
Title IV of the federal Clean Air Act Amendments of 1990 (the Act)
established a regulatory program to address the effects of acid rain.
The Act imposes restrictions on sulfur-dioxide (SO2) emissions from
certain utility units. It essentially requires that each ton of SO2
emissions must be authorized by the utility's possession of an SO2
allowance. The EPA is required to allocate a set number of allowances
to each affected unit. The initial allowance allocation was published
in the FEDERAL REGISTER on March 23, 1993. Because the allowances
allocated to Rodemacher Unit 2 did not reflect an adjustment that had
been previously requested, the Company filed a petition for judicial
review of the rule on May 21, 1993 in the United States Court of
Appeals for the District of Columbia Circuit. The Company's petition
has been consolidated with petitions filed by other parties and the
litigation is still
10
in the preliminary procedural stage. If the additional allowances
requested from the EPA are not ultimately allocated to Rodemacher Unit
2, that unit may have to procure additional allowances through purchase or
transfer from other Company units. At this time, the Company does not expect
either of these options to involve a significant increase in the Company's five
year construction plan.
The allowance requirement may prove to be a critical factor in the
construction of any new solid-fuel units since the EPA will not
allocate allowances to new units. A utility will be required to
offset all SO2 emissions from any new unit by utilizing excess
allowances it may have from its other units, or by reducing SO2
emissions from those units. A utility may also purchase SO2
allowances through an allowance trading system. Compliance with this
requirement of the Act will therefore make the construction of new
solid-fuel units more costly.
The Company's two existing solid-fuel generating units,
Rodemacher Unit 2 and Dolet Hills Unit 1, either burn low-sulfur coal
or utilize pollution control equipment to reduce sulfur emissions.
Phase I of Title IV of the Act, which becomes effective in 1995, will
not require the Company to reduce sulfur emissions at either of these
two generating units. The Company also does not expect that the
limits on SO2 emissions required by Phase II of the Act, effective in
the year 2000, will significantly affect the way the Company's
existing generating units are operated.
Title V of the Act requires certain utility and industrial
facilities to obtain operating permits. States are required to
develop operating permit programs as part of their State
Implementation Plans. In November 1993 the LDEQ promulgated new
regulations to comply with the requirements of Title V that have been
submitted to the EPA for review. EPA approval is expected in 1994 and
permit applications must then be submitted in 1995. The operating
permits will contain all acid rain permit requirements as well as
requirements of existing state and federal air programs. Title V
allows states to collect fees up to $25 per ton of regulated emissions
to support their operating permit programs. Fee assessments on the
Company's affected units have already increased because of this
provision. The LDEQ currently charges $7 per ton and that amount is
expected to increase.
Title III of the Act addresses the effects of hazardous air
pollutants. Under this provision, a three-year study of utility air
emissions will be undertaken. If the results of this study indicate
that it is appropriate and necessary to regulate utility emissions as
hazardous emissions, the EPA will be authorized to regulate these
emissions. The EPA study has not been completed.
11
Water Quality
The Company has received from the EPA all National Pollutant
Discharge Elimination System (NPDES) permits required under the Clean
Water Act for discharges from its four generating stations. NPDES
permits have fixed dates of expiration, and the Company has applied
for renewal of these permits within the applicable time periods. The
Water Pollution Control Division of the LDEQ requires facilities which
discharge wastewater into Louisiana waters to be permitted under the
Louisiana Water Discharge Permit System (LWDPS). The Company has
applied for and received LWDPS permits for its four generating
stations.
The most recently issued NPDES permit for Dolet Hills Unit 1
contained an Administrative Order requiring biomonitoring of the
discharge from the impoundment associated with the Fly Ash/Scrubber
Sludge Landfill. The Order requires four biomonitoring tests to be
performed on a quarterly basis. The four quarterly discharges tested
to date have failed all or part of the biomonitoring test criteria
which has triggered three additional tests to be performed over the
next twelve months. Failure of any one of the three additional tests
will require submittal to the EPA of a plan describing options for
reducing certain constituents in the discharge. None of the options,
if implemented, would affect the operation of the unit, or involve a
significant increase in the Company's five year construction plan.
Solid Waste Disposal
The Solid Waste Division of the LDEQ has adopted regulations and a
permitting system for the management and disposal of solid waste
generated by electric utilities. The Company has received all
required permits from the Solid Waste Division for the on-site
disposal of solid waste generated at its generating stations.
In 1993 the LDEQ promulgated extensive revisions to rules
regulating the disposal of solid wastes. The revised rules required
modification documents to be submitted by February 1, 1994 for all
disposal facilities which have previously received permits. The
Company has submitted modification documents for all of its currently
permitted solid waste disposal facilities. The Company has requested
an exemption from parts of the revised rules for the Dolet Hills
landfill facility. The Company is gathering data to demonstrate that
the landfill as it operates under its current permit provides
sufficient protection of the environment. If the exemption is not
granted by the LDEQ, the total cost of constructing new cells at the
Dolet Hills landfill facility is expected to increase by an amount
ranging from $360,000 to $900,000 per year.
12
Hazardous Waste Generation
The Company produces certain wastes at its four generating stations
and at other locations which are classified as hazardous. The
Hazardous Waste Division of the LDEQ regulates these wastes and has
issued identification numbers to the sites where such wastes are
produced. The Company does not treat, store or dispose of these
wastes on site; therefore, no permits are required. All hazardous
wastes produced by the Company are disposed of at federally permitted
hazardous waste disposal sites.
PCB Disposal
In 1986 the Company was named a Potentially Responsible Party (PRP)
by the EPA under the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980 (CERCLA) for its involvement
at the Rose Chemicals (Rose) disposal site in Holden, Missouri. The
Company had contracted with Rose for disposal of polychlorinated
biphenyl (PCB) materials at the site from 1983 through 1986. In
naming the Company a PRP, the EPA advised that Rose was no longer
authorized to process PCBs for disposal and that the Company, as one
of the generators of the materials previously sent to the site, was
potentially responsible for the removal and disposal of PCBs remaining
at the site pursuant to CERCLA. Under CERCLA, the Company could be
held jointly and severally liable for the cost of cleaning up the
site. In September 1992, the EPA issued a unilateral Administrative
Order under Section 106 of CERCLA requiring the cleanup of
contamination at the site. The Company, along with other PRPs, has
entered into two Administrative Orders on Consent with Region VII of
the EPA for the removal of certain PCB materials from the site. These
materials have now been removed and disposed of at federally permitted
PCB disposal facilities. The Company has contributed $337,000 to the
cleanup of this site and does not presently anticipate any requirement
to make additional contributions.
The Company has complied with the statutory requirements
established by the EPA for the general removal from service and
disposal of certain equipment containing PCBs. The EPA has authorized
the continued use of such equipment in locations where its use does
not pose an exposure risk, and the Company uses such equipment only in
restricted or remote areas. In 1993 the Company spent $242,000 on the
disposal of PCB materials used in its system.
OTHER ISSUES
The electric utility industry is concerned about other environ-
mental issues, such as global warming and the effects of electric and
magnetic fields. The Company is participating in research of these
issues through its membership in an industry association. At this
time, the Company does not know what effect, if any, these other
environmental concerns may have on its financial condition or
operations.
13
CONSTRUCTION AND FINANCING
For information on the Company's construction program and
financing related matters, see "Financial Condition" under "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" on pages 16 and 17 of the 1993 Annual Report to
Shareholders, which information is filed as Exhibit 13 to this report
and incorporated into Part II herein by reference.
ITEM 2. PROPERTIES
All of the Company's electric generating stations and all other
operating properties are located in the State of Louisiana. The
Company considers all of its properties to be well maintained, in good
operating condition and suitable for their intended purposes.
ELECTRIC GENERATING STATIONS
As of December 31, 1993, the Company either owned or had an
ownership interest in four steam electric generating stations with a
combined electric generating capacity of 1,686,000 kilowatts. For
additional information regarding the Company's generating facilities,
see "Power Generation" under the caption "Electric Operations" in
Item 1.
SUBSTATIONS
As of December 31, 1993, the Company owned 77 transmission and 306
distribution substations.
ELECTRIC LINES
On December 31, 1993 the Company's transmission system consisted of
approximately 67 circuit miles of 500 kilovolt (kV) lines; 450 circuit
miles of 230 Kv lines; 646 circuit miles of 138 Kv lines; and 15
circuit miles of 69 Kv lines. The Company's distribution system
consisted of approximately 1,950 circuit miles of 34.5 kV lines and
9,962 circuit miles of other lines.
GENERAL PROPERTIES
The Company owns various properties which include a seven-story
headquarters office building, division offices, a central warehouse,
service centers, telecommunications equipment and other facilities
owned for general purposes.
TITLE
The Company's electric generating plants and certain other
principal properties are owned in fee. Electric transmission and
distribution lines are located either on private rights-of-way or
along streets or highways by public consent.
14
Substantially all of the Company's property, plant and equipment
is subject to liens securing obligations of the Company under an
Indenture of Mortgage, none of which impairs the use of such
properties in the operation of its business.
ITEM 3. LEGAL PROCEEDINGS
The Company is not aware of any legal proceeding to which it is a
party which would have a material adverse effect on its financial
condition or competitive position. For a discussion of various legal
proceedings or regulatory matters involving the Company, see
"Regulatory and Environmental Matters" in Item 1.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
15
EXECUTIVE OFFICERS OF THE REGISTRANT
The names of the executive officers of the Company, their positions
held, five-year employment history, ages and years of service as of
December 31, 1993 are presented below. Executive officers are
appointed annually to serve for the ensuing year or until their
successors have been appointed.
CURRENT POSITION
AND FIVE-YEAR
NAME OF EXECUTIVE OFFICER EMPLOYMENT HISTORY
Gregory L. Nesbitt........ President and Chief Executive Officer
since April 1993; President and Chief
Operating Officer from April 1992 to
April 1993; Executive Vice President and
Chief Operating Officer from July 1991
to April 1992; Executive Vice President
from January 1988 to July 1991. (Age
55; 13 years of service)
Robert L. Duncan.......... Vice President-Customer Operations since
July 1984. (Age 51; 28 years of
service)
David M. Eppler........... Vice President-Finance since October
1993; Vice President and Treasurer from
July 1987 to October 1993. (Age 43; 12
years of service)
Leonard G. Fontenot....... Vice President-Power Supply and Energy
Transmission since April 1986. (Age 56;
31 years of service)
Catherine C. Scheffler.... Vice President-Human Resources since
October 1993; General Manager-Human
Resources from August 1993 to October
1993; Administrator-Compensation from
May 1991 to August 1993; Vice President
at Rapides Bank and Trust Company from
December 1987 to April 1991. (Age 38; 2
years of service)
David K. Warner........... Vice President-Administrative Services
since April 1988. (Age 43; 13 years of
service)
John L. Baltes, Jr........ Controller since April 1989; Manager-
Accounting Services from June 1988 to
April 1989. (Age 47; 12 years of
service)
16
Michael P. Prudhomme...... Secretary-Treasurer since January 1994;
Secretary from October 1993 to January
1994; Vice President-Customer Services
from May 1985 to October 1993. (Age 50;
24 years of service)
John E. Carroll........... Assistant Secretary since October 1993;
Administrator-Benefits from February
1991 to October 1993; Supervisor-
Compensation from October 1987 to
February 1991. (Age 34; 9 years of
service)
17
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The Company's common stock is listed for trading on the New York
Stock Exchange (NYSE) and the Pacific Stock Exchange. The following
table sets forth high and low sales prices for the Company's
common stock as reported on the NYSE Composite Transactions Tape
and dividends paid per share during each calendar quarter of 1993 and
1992.
1993 1992*
SALES PRICE SALES PRICE
HIGH LOW DIVIDENDS HIGH LOW DIVIDENDS
First Quarter $25-3/8 $23-1/2 $.345 $24-15/16 $22-3/4 $.335
Second Quarter $26-3/4 $24-3/4 $.355 $26-1/4 $23-1/8 $.345
Third Quarter $27-1/8 $25-1/4 $.355 $25-5/8 $23-3/8 $.345
Fourth Quarter $27 $23 $.355 $24-3/4 $23 $.345
* All prior-period amounts have been adjusted to reflect a two-for-one
stock split effective in May 1992.
Subject to the prior rights of the holders of the respective
series of the Company's preferred stock, such dividends as
determined by the Board of Directors of the Company may be
declared and paid on the common stock from time to time out of
funds legally available therefor. The provisions of the Company's
charter applicable to preferred stock and certain provisions contained
in the debt instruments of the Company under certain
circumstances restrict the amount of retained earnings available
for the payment of dividends by the Company. The most restrictive
covenant requires that common shareholders' equity be not less than
30% of total capitalization, including short-term debt. At
December 31, 1993 approximately $129,000,000 of retained earnings
was not restricted. On January 21, 1994 the Board of Directors of
the Company declared a quarterly dividend of $.355 per share which
was paid on February 15, 1994, to common shareholders of record on
January 31, 1994. The Company currently expects that dividends of a
comparable amount on its common stock will continue to be paid in the
future.
As of February 22, 1994 there were 12,992 holders of record of the
Company's common stock, and the closing price of the Company's common
stock as reported on the NYSE Composite Transactions Tape was $22.25
per share.
18
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth certain selected financial data for
the respective periods presented and should be read in conjunction
with the Consolidated Financial Statements and the related Notes
thereto set forth on pages 20 through 33 in the 1993 Annual Report
to Shareholders, which information is filed as Exhibit 13 to this
report and incorporated into Item 8 herein by reference.
FOR THE YEARS ENDED DECEMBER 31,
1993 1992 1991 1990 1989
FINANCIAL DATA (IN THOUSANDS, EXCEPT
PER SHARE AMOUNTS AND RATIOS)
Statement of Income Data
Operating revenues $382,433 $351,613 $343,350 $341,188 $324,109
Net income $41,812 $45,239 $44,929 $42,544 $41,548
Net income applicable
to common stock $39,827 $43,010 $42,957 $41,663 $39,884
Net income per common share (1) $1.78 $1.93 $1.92 $1.85 $1.77
Cash dividends paid per
common share (1) $1.410 $1.370 $1.325 $1.265 $1.205
Ratio of earnings to
fixed charges 3.30x 3.16x 2.99x 2.84x 2.72x
Ratio of earnings to
combined fixed charges and
preferred stock dividends 2.96x 2.83x 2.73x 2.73x 2.54x
Balance Sheet Data
(at end of period)
Total assets $1,161,635 $978,220 $973,472 $920,999 $921,010
Long-term obligations and
redeemable preferred stock $358,329 $318,214 $400,605 $328,526 $270,186
OPERATING STATISTICS
Electric sales - regular system
customers (million KWH)
Residential 2,470 2,353 2,313 2,225 2,158
Commercial 1,109 1,062 1,043 997 968
Industrial 2,005 1,972 1,928 1,971 1,876
Other retail 463 477 464 434 412
Sales for resale (2) 175 146 141 216 260
Total sales to regular customers 6,222 6,010 5,889 5,843 5,674
Short-term energy sales to other
utilities (million KWH) (2) 266 88 121 86 64
Total electric sales 6,488 6,098 6,010 5,929 5,738
System peak (thousand kilowatts) 1,346 1,308 1,233 1,218 1,148
Electric customers (3) 212,559 213,941 211,332 201,763 199,466
(1) All prior-period per share amounts have been restated to reflect a
two-for-one stock split effective in May 1992.
(2) Sales to the City of Alexandria have been reclassified from Short-
term energy sales to other utilities to Sales for resale.
(3) Beginning in 1993 the method of counting customers was revised due
to the implementation of a new customer information system.
19
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The information set forth on pages 14 through 18 under the caption
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" in the Company's Annual Report to Shareholders
for the year ended December 31, 1993, furnished to the Securities and
Exchange Commission pursuant to Rule 14a - 3(b) under the Securities
Exchange Act of 1934 (1993 Annual Report to Shareholders), is
incorporated herein by reference; such information is filed as Exhibit
13 to this report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information set forth on pages 20 through 33 in the 1993 Annual
Report to Shareholders is incorporated herein by reference; such
information is filed as Exhibit 13 to this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information set forth under the subcaption "Directors" under the
caption "Election of Directors" in the Company's definitive Proxy
Statement dated March 9, 1994, filed with the Securities and Exchange
Commission pursuant to Regulation 14A under the Securities Exchange
Act of 1934 (1994 Proxy Statement), is incorporated herein by
reference. See also "Executive Officers of the Registrant" on pages 16
and 17 of this report.
ITEM 11. EXECUTIVE COMPENSATION
The information set forth under the subcaption "Organization and
Compensation of the Board of Directors" under the caption "Election of
Directors" and under the caption "Executive Compensation" in the 1994
Proxy Statement (excluding the information required by paragraphs (i),
(k) and (l) of Item 402 of Regulation S-K) is incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information set forth under the caption "Security Ownership of
Directors and Management" and under the caption "Security Ownership of
Certain Beneficial Owners" in the 1994 Proxy Statement is incorporated
herein by reference.
20
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information set forth under the subcaption "Compensation
Committee Interlocks and Insider Participation" under the caption
"Election of Directors" in the 1994 Proxy Statement is incorporated
herein by reference.
21
Page>
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
Reference (Page)
1993 Annual
Form 10-K Report to
Annual Report Shareholders
14(a)(1) Financial Statements and Supplementary Data
on pages 20 through 33 in the Company's 1993
Annual Report to Shareholders are filed as
Exhibit 13 to this report and are incorporated
herein by reference.
Consolidated Statements of Income for the years ended
December 31, 1993, 1992 and 1991 20
Consolidated Balance Sheets at December 31, 1993 and 1992 21
Consolidated Statements of Cash Flows for the years ended
December 31, 1993, 1992, and 1991 22
Consolidated Statements of Changes in Common Shareholders'
Equity for the years ended December 31, 1993, 1992 and 1991 23
Notes to Consolidated Financial Statements 24
Report of Independent Accountants 33
14(a)(2) Financial Statement Schedules
Report of Independent Accountants 30
Schedule V - Property, Plant and Equipment 31
Schedule VI - Accumulated Depreciation of Property,
Plant and Equipment 34
Schedule VIII - Valuation and Qualifying Accounts 36
Schedule IX - Short-Term Borrowings 38
Financial statement schedules other than those
shown in the above index are omitted because they
are either not required or are not applicable or the
required information is shown in the consolidated
financial statements and notes thereto.
22
14(a)(3) List of Exhibits
The Exhibits designated by an asterisk are filed herewith. The
Exhibits not so designated have been previously filed with the
Securities and Exchange Commission, and are incorporated herein by
reference. The Exhibits designated by two asterisks are management
contracts and compensatory plans and arrangements required to be filed
as Exhibits to this report.
SEC FILE OR REGISTRATION
REGISTRATION STATEMENT EXHIBIT
EXHIBITS NUMBER OR REPORT NUMBER
3(a) Restated Articles of Incorporation of the 1-5663 10-Q(3/92) 3
Company dated as of July 24, 1989,
as amended through April 24, 1992
3(b) Amended and Restated Bylaws of the 1-5663 8-K(2/91) 3(a)
Company, as amended to January 25, 1991
4(a)(1) Indenture of Mortgage dated as of July 1, 2-27284 S-1(10/17/67) 4(b)(1)
1950, between the Company and First
National Bank of New Orleans, as Trustee
4(a)(2) First Supplemental Indenture dated as 2-27284 S-1(10/17/67) 4(b)(2)
of October 1, 1951, to Exhibit 4(a)(1)
4(a)(3) Second Supplemental Indenture dated as 2-27284 S-1(10/17/67) 4(b)(3)
of June 1, 1952, to Exhibit 4(a)(1)
4(a)(4) Third Supplemental Indenture dated as 2-27284 S-1(10/17/67) 4(b)(4)
of January 1, 1954, to Exhibit 4(a)(1)
4(a)(5) Fourth Supplemental Indenture dated as 2-27284 S-1(10/17/67) 4(b)(5)
of November 1, 1954, to Exhibit 4(a)(1)
4(a)(6) Tenth Supplemental Indenture dated as 1-5663 10-K(1986) 4(a)(11)
of September 1, 1965, to Exhibit 4(a)(1)
4(a)(7) Eleventh Supplemental Indenture dated 2-32069 S-9(4/7/69) 2(m)
as of April 1, 1969, to Exhibit 4(a)(1)
*4(a)(8) Eighteenth Supplemental Indenture dated as
of December 1, 1982, to Exhibit 4(a)(1)
*4(a)(9) Nineteenth Supplemental Indenture dated as
of January 1, 1983, to Exhibit 4(a)(1)
4(a)(10) Twentieth Supplemental Indenture dated as 1-5663 8-K(9/83) 4(a)(21)
of September 1, 1983, to Exhibit 4(a)(1)
4(a)(11) Twenty-First Supplemental Indenture dated as 1-5663 10-Q(6/84) 4(a)(22)
of July 1, 1984, to Exhibit 4(a)(1)
4(a)(12) Twenty-Third Supplemental Indenture dated as 1-5663 8-K(4/85) 4(a)(24)
of April 15, 1985, to Exhibit 4(a)(1)
4(a)(13) Twenty-Fourth Supplemental Indenture dated as 1-5663 8-K(2/86) 4(a)(25)
of February 15, 1986, to Exhibit 4(a)(1)
4(a)(14) Twenty-Fifth Supplemental Indenture dated as 1-5663 8-K(4/86) 4(a)(26)
of April 15, 1986, to Exhibit 4(a)(1)
23
4(a)(15) Twenty-Sixth Supplemental Indenture dated as 1-5663 8-K(3/90) 4(a)(27)
of March 15, 1990, to Exhibit 4(a)(1)
4(a)(16) Twenty-Seventh Supplemental Indenture dated as 1-5663 8-K(7/91) (a)(28)
of July 15, 1991, to Exhibit 4(a)(1)
4(b)(1) Indenture dated December 29, 1948, between 2-27284 S-1(10/17/67) 4(f)(1)
Louisiana Rural Electric Corporation (LREC)
and Fidelity National Bank of Baton Rouge,
as Trustee
4(b)(2) Supplemental Indenture dated August 25, 1949, 2-27284 S-1(10/17/67) 4(f)(2)
to Exhibit 4(b)(1)
4(b)(3) Supplemental Indenture dated July 13, 1951, to 2-27284 S-1(10/17/67) 4(f)(3)
Exhibit 4(b)(1)
4(b)(4) Supplemental Indenture dated July 11, 1958, to 1-5663 10-K(1986) 4(b)(4)
Exhibit 4(b)(1)
4(b)(5) Supplemental Indenture dated September 26, 1961, 2-27284 S-1(10/17/67) 4(f)(4)
to Exhibit 4(b)(1)
4(b)(6) Assumption Agreement dated July 25, 1978, 1-5663 10-K(1988) 4(b)(6)
between the Company and the United States of
America, relating to Exhibit 4(b)(1)
4(b)(7) Sale and Assumption of Mortgages dated August 1, 1-5663 10-K(1988) 4(b)(7)
1978, between the Company and LREC, relating to
Exhibit 4(b)(1)
4(c) Agreement dated October 2, 1980, between the 1-5663 10-K(1990) 4(g)
Company and the City of Franklin, Louisiana
4(d) Indenture between the Company and Bankers 33-24896 S-3(10/11/88) 4(b)
Trust Company, as Trustee, dated as of
October 1, 1988
4(e) Trust Indenture (The Industrial Development 1-5663 10-K(1991) 4(i)
Board of the Parish of Rapides, Inc.
(Louisiana) Adjustable Tender Pollution
Control Revenue Refunding Bonds, Series 1991)
dated as of May 1, 1991, between The Industrial
Development Board of the Parish of Rapides, Inc.
and First National Bank of Commerce
4(f) Refunding Agreement (The Industrial 1-5663 10-Q(6/91) 10(a)
Development Board of the Parish of Rapides,
Inc. (Louisiana) Adjustable Tender Pollution
Control Revenue Refunding Bonds, Series
1991) dated as of May 1, 1991, between the
Company and The Industrial Development
Board of the Parish of Rapides, Inc.
24
4(g) Trust Indenture (Parish of DeSoto, State of 1-5663 10-K(1991) 4(k)
Louisiana Adjustable Tender Pollution Control
Revenue Refunding Bonds, Series 1991A)
dated as of May 1, 1991, between Parish of
DeSoto, State of Louisiana and First
National Bank of Commerce
4(h) Refunding Agreement (Parish of DeSoto, 1-5663 10-Q(6/91) 10(b)
State of Louisiana Adjustable Tender Pollution
Control Revenue Refunding Bonds, Series
1991A) dated as of May 1, 1991, between
the Parish of DeSoto, State of Louisiana
and the Company
4(i) Trust Indenture (Parish of DeSoto, State of 1-5663 10-K(1991) 4(m)
Louisiana Adjustable Tender Pollution
Control Revenue Refunding Bonds, Series 1991B)
dated as of May 1, 1991, between Parish of
DeSoto, State of Louisiana and First National
Bank of Commerce
4(j) Refunding Agreement (Parish of DeSoto, 1-5663 10-Q(6/91) 10(c)
State of Louisiana Adjustable Tender Pollution
Control Revenue Refunding Bonds, Series
1991B) dated as of May 1, 1991, between
the Parish of DeSoto, State of Louisiana
and the Company
4(k) $100,000,000 Credit Agreement dated as of 1-5663 10-K(1992) 4(k)
April 30, 1992, among the Company, certain
Banks parties thereto, and Citibank, N.A.,
as Agent
**10(a) 1990 Long-Term Incentive Compensation Plan 1-5663 1990 Proxy A
Statement (4/90)
**10(b) 1981 Incentive Stock Option Plan 1-5663 10-K(1992) 10(i)
**10(c) Amended Description of Incentive Compensation 1-5663 10-K(1985) 10(k)
Plan
**10(d) Deferred Compensation Plan for Directors 1-5663 10-K(1992) 10(n)
**10(e)(1) Supplemental Executive Retirement Plan 1-5663 10-K(1992) 10(o)(1)
**10(e)(2) Supplemental Executive Retirement Plan 1-5663 10-K(1992) 10(o)(2)
Participation Agreement
**10(f) Executive Severance Agreement between the 1-5663 10-K(1992) 10(p)
Company and Gregory L. Nesbitt
25
**10(g) Executive Severance Agreement between the 1-5663 10-K(1992) 10(r)
Company and Robert L. Duncan
**10(h) Executive Severance Agreement between the 1-5663 10-K(1992) 10(t)
Company and David M. Eppler
**10(i) Executive Severance Agreement between the 1-5663 10-K(1992) 10(u)
Company and Leonard G. Fontenot
**10(j) Executive Severance Agreement between the 1-5663 10-K(1992) 10(w)
Company and Michael P. Prudhomme
**10(k) Executive Severance Agreement between the 1-5663 10-K(1992) 10(x)
Company and David K. Warner
**10(l) Executive Severance Agreement between the 1-5663 10-K(1992) 10(y)
Company and John L. Baltes, Jr.
**10(m) Agreement between the Company and 1-5663 10-K(1992) 10(z)
Scott O. Brame in connection with payment
of bonus for 1992
10(n)(1) Receivables Purchase Agreement, dated 1-5663 10-Q(3/90) 10(x)(1)
as of April 9, 1990, among the
Company, Corporate Asset Funding
Company, Inc. and Citicorp North America, Inc.
10(n)(2) Receivables Purchase Agreement, dated 1-5663 10-Q(3/90) 10(x)(2)
as of April 9, 1990, among the Company,
Citicorp, N.A. and Citicorp
North America, Inc.
10(o)(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, relating to Exhibit 4(f)
10(o)(2) Assignment and Assumption Agreement, effective 1-5663 10-Q(3/91) 4(c)
as of May 6, 1991, between The Bank of New York
and the Canadian Imperial Bank of Commerce,
relating to Exhibit 4(f)
10(o)(3) Assignment and Assumption Agreement dated as of 1-5663 10-K(1991) 10(y)(3)
July 3, 1991, among The Bank of New York, Rapides
Bank and Trust Company in Alexandria, relating
to Exhibit 4(f)
26
10(o)(4) Assignment and Assumption Agreement dated as of 1-5663 10-K(1992) 10(bb)(4)
July 6, 1992, among 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
10(p) Reimbursement Agreement (The Industrial 1-5663 10-Q(6/91) 4(a)
Development Board of the Parish of Rapides,
Inc. (Louisiana) Adjustable Tender Pollution
Control Revenue Refunding Bonds, Series
1991) dated as of May 29, 1991, among the
Company, various financial institutions,
Swiss Bank Corporation and The First
National Bank of Chicago
10(p)(1) Remarketing Agreement (The Industrial Development 1-5663 10-K(1991) 10(z)(1)
Board of the Parish of Rapides, Inc. (Louisiana)
Adjustable Tender Pollution Control Revenue
Refunding Bonds, Series 1991) dated as of
May 1, 1991, between the Company and Smith Barney,
Harris Upham & Co. Incorporated
10(p)(2) Tender Agreement (The Industrial Development Board 1-5663 10-K(1991) 10(z)(2)
of the Parish of Rapides, Inc. (Louisiana)
Adjustable Tender Pollution Control Revenue
Refunding Bonds, Series 1991) dated as of
May 1, 1991, among First National Bank of Commerce,
as Trustee, the Company, The First National
Bank of Chicago, as Tender Agent and Registrar,
Smith Barney, Harris Upham & Co. Incorporated,
as Remarketing Agent, and Swiss Bank Corporation,
as Bank
10(q) Reimbursement Agreement (Parish of DeSoto, 1-5663 10-Q(6/91) 4(b)
State of Louisiana Adjustable Tender Pollution
Control Revenue Refunding Bonds, Series
1991A) dated as of May 29, 1991, among the
Company, various financial institutions,
Swiss Bank Corporation and The First
National Bank of Chicago
27
*10(q)(1) Remarketing Agreement (Parish of DeSoto, State of 1-5663
Louisiana Adjustable Tender Pollution Control
Revenue Refunding Bonds, Series 1991A) dated as
of October 12, 1993, between the Company and
PaineWebber Incorporated
10(q)(2) Tender Agreement (Parish of DeSoto, State of 1-5663 10-K(1991) 10(aa)(2)
Louisiana Adjustable Tender Pollution Control
Revenue Refunding Bonds, Series 1991A) dated as
of May 1, 1991, among First National Bank of
Commerce, as Trustee, the Company, The
First National Bank of Chicago, as Tender Agent
and Registrar, Smith Barney, Harris Upham &
Co. Incorporated, as Remarketing Agent, and
Swiss Bank Corporation, as Bank
10(r) Reimbursement Agreement (Parish of DeSoto, 1-5663 10-Q(6/91) 4(c)
State of Louisiana Adjustable Tender
Pollution Control Revenue Refunding Bonds,
Series 1991B) dated as of May 29, 1991,
among the Company, various financial
institutions, Swiss Bank Corporation and
The First National Bank of Chicago
10(r)(1) Remarketing Agreement (Parish of DeSoto, State of 1-5663 10-K(1991) 10(bb)(1)
Louisiana Adjustable Tender Pollution Control
Revenue Refunding Bonds, Series 1991B) dated as
of May 1, 1991, between the Company and Smith
Barney, Harris Upham & Co. Incorporated
10(r)(2) Tender Agreement (Parish of DeSoto, State of 1-5663 10-K(1991) 10(bb)(2)
Louisiana Adjustable Tender Pollution Control
Revenue Refunding Bonds, Series 1991B) dated as of
May 1, 1991, among First National Bank of Commerce,
as Trustee, the Company, The First National
Bank of Chicago, as Tender Agent and Registrar,
Smith Barney, Harris Upham & Co. Incorporated,
as Remarketing Agent, and Swiss Bank Corporation,
as Bank
10(s) Selling Agency Agreement between the Company 1-5663 8-K(2/92) 1
and Salomon Brothers Inc., The First Boston
Corporation and Smith Barney, Harris Upham &
Co. Incorporated dated as of February 27, 1992
28
10(t) 401(k) Savings and Investment Plan ESOP 1-5663 10-Q(3/91) 4(a)
Trust Agreement dated as of April 2, 1991,
between State Street Bank and Trust
Company and the Company
*11 Computation of Net Income Per Common Share
*12 Computation of Earnings to Fixed Charges and Earnings
to Combined Fixed Charges and Preferred
Stock Dividends
*13 Management's Discussion and Analysis of Financial
Condition and Results of Operations, Consolidated
Financial Statements and Supplementary Data and
Report of Independent Accountants
*23 Consent of Independent Accountants
*24 Power of Attorney from each Director of the Company
whose signature is affixed to this Form 10-K
for the year ended December 31, 1993
14(b) Reports on Form 8-K
The Company filed a Report on Form 8-K dated as of February 22,
1994 to announce its interest in purchasing Teche Electric
Cooperative, Inc. For more information see "Recent Developments"
under "Regulatory and Environmental Matters" in Item 1.
29
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders
of Central Louisiana Electric Company, Inc.:
Our report on the consolidated financial statements of Central
Louisiana Electric Company, Inc. has been incorporated by reference in
this Form 10-K from page 33 of the 1993 Annual Report to Shareholders
of Central Louisiana Electric Company, Inc. In connection with our
audits of such financial statements, we have also audited the related
financial statement schedules listed in Item 14(a)(2) on page 22 of
this Form 10-K.
In our opinion, the financial statement schedules referred to above,
when considered in relation to the basic financial statements taken as
a whole, present fairly, in all material respects, the information
required to be included therein.
COOPERS & LYBRAND
New Orleans, Louisiana
January 21, 1994
30
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT(1)
FOR THE YEAR ENDED DECEMBER 31, 1993
(In thousands)
Col. A Col. B Col. C Col. D Col. E Col. F
Other
Balance at Changes Balance at
Beginning Additions Add End
Classification of Period at Cost Retirements (Deduct) of Period
Property, plant and equipment,
including intangibles:
Electric plant in service:
Organization $ 7 $ 7
Franchises and consents 2,125 2,125
Production 492,677 $ 5,044 $ 1,696 $ 137 496,162
Transmission 227,156 32,300 1,119 (174) 258,163
Distribution 392,302 26,021 8,406 (144) 409,773
General 50,087 11,842 943 9 60,995
Other (3) 13,786 13,786
Acquisition adjustment 133 3 136
Total electric plant
in service 1,178,273 $75,207(4) $12,164 $ (169) 1,241,147
Construction work in progress 57,342 $53,269(2) $(76,969)(4) 33,642
Total electric plant $1,235,615 $1,274,789
(1) The provision for depreciation is computed using the
straight-line method at rates approved by the LPSC which
will amortize the unrecovered cost of depreciable property
over its estimated useful life. The average annual
composite rate for the depreciation of electric plant used
by the Company in 1993 was 3.11%.
(2) Additions to property, plant and equipment initially consist
of construction work in progress expenditures which are
reclassified to the appropriate functional categories upon
completion.
(3) Includes lignite related fee land, lease acquisitions and
associated costs.
(4) Includes the reclassification of construction work in
progress expenditures to the appropriate functional
categories upon completion.
</Page>
31
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT(1)
FOR THE YEAR ENDED DECEMBER 31, 1992
(In thousands)
Col. A Col. B Col. C Col. D Col. E Col. F
Other
Balance at Changes Balance at
Beginning Additions Add End
Classification of Period at Cost Retirements (Deduct) of Period
Property, plant and equipment,
including intangibles:
Electric plant in service:
Organization $ 7 $ 7
Franchises and consents 2,125 2,125
Production 496,157 $ 1,028 $ 190 $(4,318) 492,677
Transmission 220,332 5,548 334 1,610 227,156
Distribution 371,472 24,293 2,658 (805) 392,302
General 48,157 2,298 126 (242) 50,087
Other (4) 13,736 50 13,786
Acquisition adjustment 136 (3) 133
Total electric plant
in service 1,152,122 $33,217(5) $3,308 $(3,758)(3) 1,178,273
Construction work in progress 26,134 $64,425(2) $(33,217)(5) 57,342
Total electric plant $1,178,256 $1,235,615
(1) The provision for depreciation is computed using the
straight-line method at rates approved by the LPSC which
will amortize the unrecovered cost of depreciable property
over its estimated useful life. The average annual
composite rate for the depreciation of electric plant used
by the Company in 1992 was 3.13%.
(2) Additions to property, plant and equipment initially consist
of construction work in progress expenditures which are
reclassified to the appropriate functional categories upon
completion.
(3) Includes the following:
Reclassification of power plant spare
parts to inventory .................... $(4,318)
Adjustment relating to City of Opelousas
equipment .............................. 788
Sale of portion of old New Iberia service
center property ........................ (228)
$(3,758)
(4) Includes lignite related fee land, lease acquisitions and
associated costs.
(5) Includes the reclassification of construction work in
progress expenditures to the appropriate functional
categories upon completion.
32
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT(1)
FOR THE YEAR ENDED DECEMBER 31, 1991
(In thousands)
Col. A Col. B Col. C Col. D Col. E Col. F
Other
Balance at Changes Balance at
Beginning Additions Add End
Classification of Period at Cost Retirements (Deduct) of Period
Property, plant and equipment,
including intangibles:
Electric plant:
Organization $ 7 $ 7
Franchises and consents 25 $ 2,100 2,125
Production 494,468 $ 3,183 $1,815 321 496,157
Transmission 204,465 16,533 963 297 220,332
Distribution 346,600 25,054 4,845 4,663 371,472
General 45,821 3,546 1,176 (34) 48,157
Other (4) 13,718 18 13,736
Acquisition adjustment 136 136
Total electric plant
in service 1,105,240 $48,334(5) $7,347 $ 7,347(3) 1,152,122
Construction work in progress 24,019 $50,449(2) $(48,334)(5) 26,134
Total electric plant $1,129,259 $1,178,256
(1) The provision for depreciation is computed using the
straight-line method at rates approved by the LPSC which
will amortize the unrecovered cost of depreciable
property over its estimated useful life. The average
annual composite rate for the depreciation of electric
plant used by the Company in 1991 was 3.15%.
(2) Additions to property, plant and equipment initially
consist mainly of construction expenditures which are
reclassified to the appropriate functional categories upon
completion.
(3) Includes the following:
City of Opelousas distribution system....... $4,469
Initial franchise fee to the City of
Opelousas .................................. 2,100
Purchase of distribution equipment
from LP&L .................................. 77
Adjustment for Alexandria 2nd
interconnection project .................... 332
Dolet Hills power station settlement........ 372
Adjustment for unrecovered Creole
pipeline facilities ........................ (79)
Other City of Opelousas equipment........... 79
Donation of land to the City of
Pineville .................................. (12)
Adjustment for reclassification
of voltmeters .............................. 9
$7,347
(4) Includes lignite related fee land, lease acquisitions and
associated costs.
(5) Includes the reclassification of construction work in
progress expenditures to the appropriate functional
categories upon completion.
33
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
SCHEDULE VI -- ACCUMULATED DEPRECIATION
OF PROPERTY, PLANT AND EQUIPMENT
FOR THE YEAR ENDED DECEMBER 31, 1993
(IN THOUSANDS)
Col. A Col. B Col. C Col. D Col. E Col. F
ADDITIONS OTHER
BALANCE AT CHARGED TO CHANGES -- BALANCE AT
BEGINNING COSTS AND ADD END
DESCRIPTION OF PERIOD EXPENSES RETIREMENTS (DEDUCT) OF PERIOD
Electric $ 355,527 $ 35,235 $ 11,779 -- $ 378,983
Transportation 1,132 22 384 -- 770
Total $ 356,659 $ 35,257 $ 12,163 -- $ 379,753
FOR THE YEAR ENDED DECEMBER 31, 1992
(IN THOUSANDS)
Col. A Col. B Col. C Col. D Col. E Col. F
ADDITIONS OTHER
BALANCE AT CHARGED TO CHANGES -- BALANCE AT
BEGINNING COSTS AND ADD END
DESCRIPTION OF PERIOD EXPENSES RETIREMENTS (DEDUCT) OF PERIOD
Electric $ 326,115 $ 35,003 $ 4,844 $ (747)(1) $ 355,527
Transportation 1,105 18 (9) 1,132
Total $ 327,220 $ 35,021 $ 4,835 $ (747) $ 356,659
(1) Includes the following:
Reclassification of power plant spare
parts to inventory------------------- $ (1,333)
Sale of portion of old New Iberia
service center property-------------- (128)
Adjustment relating to City of
Opelousas equipment------------------ 714
$ (747)
34
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
SCHEDULE VI -- ACCUMULATED DEPRECIATION AND
AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
FOR THE YEAR ENDED DECEMBER 31, 1991
(IN THOUSANDS)
Col. A Col. B Col. C Col. D Col. E Col. F
ADDITIONS OTHER
BALANCE AT CHARGED TO CHANGES -- BALANCE AT
BEGINNING COSTS AND ADD END
DESCRIPTION OF PERIOD EXPENSES RETIREMENTS (DEDUCT) OF PERIOD
Electric $ 299,656 $ 34,198 $ 8,247 $ 508(1) $ 326,115
Transportation 1,391 22 308 1,105
Total $ 301,047 $ 34,220 $ 8,555 $ 508 $ 327,220
(1) Includes the following:
Write-off of obsolete materials------------- $ 320
Insurance reimbursement for
property damage--------------------------- 188
$ 508
35
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
SCHEDULE VIII -- VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEAR ENDED DECEMBER 31, 1993
(IN THOUSANDS)
Col. A Col. B Col. C Col. D Col. E
ADDITIONS
BALANCE AT CHARGED TO BALANCE AT
BEGINNING COST AND END
DESCRIPTION OF PERIOD EXPENSES DEDUCTIONS OF PERIOD
Allowance for uncollectible accounts $ 779 $ 92 $ 334(1) $ 537(2)
(1) Uncollectible accounts written off, less recoveries.
(2) Deducted in the balance sheet.
FOR THE YEAR ENDED DECEMBER 31, 1992
(IN THOUSANDS)
Col. A Col. B Col. C Col. D Col. E
ADDITIONS
BALANCE AT CHARGED TO BALANCE AT
BEGINNING COST AND END
DESCRIPTION OF PERIOD EXPENSES DEDUCTIONS OF PERIOD
Allowance for uncollectible accounts $ 733 $ 240 $ 194(1) $ 779(2)
(1) Uncollectible accounts written off, less recoveries.
(2) Deducted in the balance sheet.
36
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
SCHEDULE VIII -- VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEAR ENDED DECEMBER 31, 1991
(IN THOUSANDS)
Col. A Col. B Col. C Col. D Col. E
ADDITIONS
BALANCE AT CHARGED TO BALANCE AT
BEGINNING COST AND END
DESCRIPTION OF PERIOD EXPENSES DEDUCTIONS OF PERIOD
Allowance for uncollectible accounts $ 561 $ 400 $ 228(1) $ 733(2)
(1) Uncollectible accounts written off, less recoveries.
(2) Deducted in the balance sheet.
37
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
SCHEDULE IX -- SHORT-TERM BORROWINGS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992, AND 1991
(IN THOUSANDS, EXCEPT INTEREST RATES)
Col. A Col. B Col. C Col. D Col. E Col. F
MAXIMUM AVERAGE WEIGHTED
WEIGHTED AMOUNT AMOUNT AVERAGE
BALANCE AT AVERAGE OUTSTANDING OUTSTANDING INTEREST RATE
CATEGORY OF AGGREGATE BEGINNING INTEREST DURING THE DURING THE DURING THE
SHORT-TERM BORROWINGS(1) OF PERIOD RATE PERIOD PERIOD(2) PERIOD(3)
For the year ended December 31,
1993------------------------------- $ 28,373 $3.34% $ 91,200 $ 53,441 3.24%
For the year ended December 31,
1992------------------------------- $ 63,870 $3.70% $ 87,200 $ 43,427 3.66%
For the year ended December 31,
1991------------------------------- $ 25,065(4) $5.09% $ 76,500(4) $ 40,186(4) 6.44%(4)
(1) Consists of indebtedness for commercial paper and borrowings from banks
pursuant to revolving credit agreements and uncommitted lines of credit.
(2) Computed based on the average daily principal balances.
(3) Computed by dividing the actual interest paid by the average amount
outstanding during the period.
(4) Includes $25 million of commercial paper reclassified in the Company's
balance sheet as long-term debt as of December 31, 1991.
38
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
(Registrant)
By /s/ GREGORY L. NESBITT
(Gregory L. Nesbitt,
President and Chief
Executive Officer)
Date: March 30, 1994
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates
indicated.
Signature Title Date
/s/ GREGORY L. NESBITT
(Gregory L. Nesbitt) President, and Chief March 30, 1994
Executive Officer
(Principal Executive
Officer)
/s/ DAVID M. EPPLER
(David M. Eppler) Vice President March 30, 1994
(Principal Financial
Officer)
/s/ JOHN L. BALTES, JR.
(John L. Baltes, Jr.) Controller (Principal March 30, 1994
Accounting Officer)
SHERIAN G. CADORIA
J. PATRICK GARRETT
F. BEN JAMES, JR.
HUGH J. KELLY
WILLIAM A. LOCKWOOD Directors*
A. DELOACH MARTIN, JR.
ROBERT T. RATCLIFF
EDWARD D. SIMMONS
ERNEST L. WILLIAMSON
*By /s/ DAVID M. EPPLER
(David M. Eppler, as
Attorney-in-Fact) March 30, 1994
39