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): January 30, 2002
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
Item 5. Other Events.
On January 30, 2002, Cleco Power LLC (the "Company") entered
into an Underwriting Agreement with Edward D. Jones & Co., L.P. (the
"Underwriter") covering the issue and sale of $25,000,000 aggregate principal
amount of the Company's 6.125% Insured Quarterly Notes due March 1, 2017 (the
"IQ Notes"). The IQ Notes were registered under the Securities Act of 1933, as
amended, pursuant to the shelf registration statement (Registration No.
333-52540) of the Company, which is on file with the Securities and Exchange
Commission ("SEC").
The consolidated financial statements of Ambac Assurance Corporation
("Ambac Assurance") and its subsidiaries as of December 31, 2000 and December
31, 1999, and for each of the years in the three-year period ended December 31,
2000, prepared in accordance with accounting principles generally accepted in
the United States of America, included in the Annual Report on Form 10-K of
Ambac Financial Group, Inc. ("Ambac Financial Group") for the year ended
December 31, 2000 (filed with the SEC on March 28, 2001, Commission File Number
1-10777), the unaudited consolidated interim financial statements of Ambac
Assurance and its subsidiaries: as of March 31, 2001 and for the periods ended
March 31, 2001 and March 31, 2000 included in the Quarterly Report on Form 10-Q
of Ambac Financial Group for the period ended March 31, 2001 (filed with the SEC
on May 15, 2001); as of June 30, 2001 and for the periods ended June 30, 2001
and June 30, 2000 included in the Quarterly Report on Form 10-Q of Ambac
Financial Group for the period ended June 30, 2001 (filed with the SEC on August
10, 2001) and as of September 30, 2001 and for the periods ended September 30,
2001 and September 30, 2000 included in the Quarterly Report on Form 10-Q of
Ambac Financial Group for the period ended September 30, 2001 (filed with the
SEC on November 14, 2001), and the Current Reports on Form 8-K filed with the
SEC on January 24, 2001, March 19, 2001, July 23, 2001, September 17, 2001,
September 19, 2001, October 22, 2001, December 4, 2001 and January 25, 2002, as
they related to Ambac Assurance, are hereby incorporated by reference in this
Current Report on Form 8-K and the prospectus supplement dated as of January 30,
2002 relating to the IQ Notes (the "Prospectus Supplement"), and shall be deemed
to be part hereof and thereof. The aforementioned financial statements are being
supplied by Ambac Assurance for inclusion in the Prospectus Supplement only. No
representation is made by the Company, the trustee of the indenture governing
the IQ Notes, the Underwriter or any of their affiliates as to the accuracy or
completeness of the financial statements.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits are filed herewith:
1.1 Underwriting Agreement dated as of January 30, 2002
between the Company and the Underwriter.
4.1 Form of Fourth Supplemental Indenture, dated as of
February 1, 2002, providing for the issuance of the
IQ Notes.
4.2 Form of IQ Note (included in Exhibit 4.1 above).
23.1 Consent of KPMG LLP.
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SIGNATURE
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 hereunto duly authorized.
CLECO POWER LLC
Date: February, 6, 2002 By: /s/ Kathleen F. Nolen
-----------------------------
Kathleen F. Nolen
Treasurer
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- -------------------
1.1 Underwriting Agreement dated as of January 30, 2002 between the
Company and the Underwriter.
4.1 Form of Fourth Supplemental Indenture, dated as of February 1,
2002, providing for the issuance of the IQ Notes.
4.2 Form of IQ Note (included in Exhibit 4.1 above).
23.1 Consent of KPMG LLP