UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 Commission file number 1-15759 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 CLECO CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) LOUISIANA 72-1445282 (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: TITLE OF EACH CLASS Cumulative Preferred Stock, $100 Par Value 4.50% 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 the 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 March 1, 2000, the aggregate value of the Registrant's voting stock held by non-affiliates was $692,478,798. 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 March 1, 2000, there were 22,442,093 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, 1999 (1999 Annual Report to Shareholders), furnished to the Securities and Exchange Commission pursuant to Rule 14a-3(c) under the Securities Exchange Act of 1934, are filed as Exhibit 13 to this report and incorporated by reference into Part II herein. Portions of the Registrant's definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on April 28, 2000, are incorporated by reference into Part III herein. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K 1999 ANNUAL FORM 10-K/A REPORT TO ANNUAL REPORT SHAREHOLDERS ------------- ------------ 14(a)(1) Consolidated Statements of Income for the years ended December 31, 1999, 1998 and 1997 31 Consolidated Balance Sheets at December 31, 1999 and 1998 32 Consolidated Statements of Cash Flows for the years ended December 31, 1999, 1998 and 1997 34 Consolidated Statements of Changes in Common Shareholders' Equity for the years ended December 31, 1999, 1998 and 1997 35 Notes to Consolidated Financial Statements 36 Report of Independent Accountants 53 14(a)(2) Financial Statement Schedules Report of Independent Accountants 7 Schedule I - Financial Statements of Cleco Corporation Condensed Statement of Income 8 Condensed Balance Sheet 9 Condensed Statement of Cash Flows 11 Condensed Statement of Changes in Common Shareholder's Equity 12 Notes to the Condensed Financial Statements 13 Schedule II - Valuation and Qualifying Accounts 16 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. 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 SEC 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. 2 SEC FILE OR REGISTRATION REGISTRATION STATEMENT EXHIBIT EXHIBITS NUMBER OR REPORT NUMBER - --------------------------------------------------------- ------------- ------------- ----------- 2(a) Plan of Reorganization and 333-71643-01 S-4(6/30/99) C Share Exchange Agreement 3(a) Articles of Incorporation of the 333-71643-01 S-4(6/30/99) A Company, effective July 1, 1999 3(b) Bylaws of the Company, 333-71643-01 S-4(6/30/99) B effective July 1, 1999 4(a)(1) Indenture of Mortgage dated as of July 1, 1-5663 10-K(1997) 4(a)(1) 1950, between the Company and First National Bank of New Orleans, as Trustee 4(a)(2) First Supplemental Indenture dated as 1-5663 10-K(1997) 4(a)(2) of October 1, 1951, to Exhibit 4(a)(1) 4(a)(3) Second Supplemental Indenture dated as 1-5563 10-K(1997) 4(a)(3) of June 1, 1952, to Exhibit 4(a)(1) 4(a)(4) Third Supplemental Indenture dated as 1-5563 10-K(1997) 4(a)(4) of January 1, 1954, to Exhibit 4(a)(1) 4(a)(5) Fourth Supplemental Indenture dated as 1-5563 10-K(1997) 4(a)(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 1-5663 10-K(1998) 4(a)(8) as of April 1, 1969, to Exhibit 4(a)(1) 4(a)(8) Eighteenth Supplemental Indenture dated as 1-5663 10-K(1993) 4(a)(8) of December 1, 1982, to Exhibit 4(a)(1) 4(a)(9) Nineteenth Supplemental Indenture dated as 1-5663 10-K(1993) 4(a)(9) of January 1, 1983, to Exhibit 4(a)(1) 4(a)(10) 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(b) 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(b)(1) Agreement Appointing Successor Trustee 333-02895 S-3(4/26/96) 4(a)(2) dated as of April 1, 1996 by and among Central Louisiana Electric Company, Inc., Bankers Trust Company and The Bank of New York 4(c) $100,000,000 Credit Agreement 1-5663 10-Q(6/95) 4 dated as of June 15, 1995, among Utility Group, certain Banks parties thereto, and The Bank of New York, as Agent 3 4(d) $120,000,000 364-Day Credit 333-71643-01 10-Q(9/99) 4(a) Agreement dated August 25, 1999 among the Company, the lenders party thereto, the First National Bank of Chicago, as Syndicate Agent, Westdeutsche Landesbank Girozentrale, as Documentation Agent, Fleet National Bank, as Managing Agent and the Bank of New York, as Administrative Agent 4(e) $80,000,000 Three year Credit 333-71643-01 10-Q(9/99) 4(b) Agreement dated August 25, 1999 among the Company, the lenders party thereto, the First National Bank of Chicago, as Syndicate Agent, Westdeutsche Landesbank Girozentrale, as Documentation Agent, Fleet National Bank, as Managing Agent and the Bank of New York, as Administrative Agent 4(f) Agreement Under Regulation S-K 333-71643-01 10-Q(9/99) 4(c) Item 601(b)(4)(iii)(A) *4(m) Trust Indenture dated as of December 10, 1999 Between Cleco Evangeline LLC and Bank One Trust Company, N.A. as Trustee Relating to $218,600,000, 8.82% Senior Secured Bonds due 2019 **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) Participation Agreement, Annual Incentive Compensation 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) Form of Supplemental Executive Retirement 1-5663 10-K(1992) 10(o)(2) Plan Participation Agreement between the Company and the following officers: Gregory L. Nesbitt, David M. Eppler, Catherine C. Powell, Darrell J. Dubroc and Thomas J. Howlin **10(f) Form of Executive Severance Agreement between 1-5663 10-K(1995) 10(f) the Company and the following officers: Gregory L. Nesbitt, David M. Eppler, Catherine C. Powell, Darrell J. Dubroc and Thomas J. Howlin. 4 10(h)(1) Term Loan Agreement dated as of April 2, 1991, 1-5663 10-Q(3/91) 4(b) among the 401(k) Savings and Investment Plan ESOP Trust, the Company, as Guarantor, the Banks listed therein and The Bank of New York, as Agent 10(h)(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 10(h)(1) 10(h)(3) Assignment and Assumption Agreement dated as of 1-5663 10-K(1991) 10(y)(3) July 3, 1991, between The Bank of New York and Rapides Bank and Trust Company in Alexandria, relating to Exhibit 10(h)(1) 10(h)(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, relating to Exhibit 10(h)(1) 10(i) Reimbursement Agreement (The Industrial 1-5663 10-K(1997) 10(i) Development Board of the Parish of Rapides, Inc. (Louisiana) Adjustable Tender Pollution Control Revenue Refunding Bonds, Series 1991) dated as of October 15, 1997, among the Company, various financial institutions, and Westdeutsche Landesbank Gironzentiale, New York Branch, as Agent 10(l) Selling Agency Agreement between the Company 333-02895 S-3(12/10/96) 1 and Salomon Brothers Inc, Merrill Lynch & Co., Smith Barney Inc. and First Chicago Capital Markets, Inc. dated as of December 12, 1996 10(m) 401(k) Savings and Investment Plan ESOP 1-5663 10-K(1997) 10(m) Trust Agreement dated as of August 1, 1997, between UMB Bank, N.A. and the Company 10(m)(1) First Amendment to 401(k) Savings and Investment 1-5663 10-K(1997) 10(m)(1) Plan ESOP Trust Agreement dated as of October 1, 1997, between UMB Bank, N.A. and the Company 5 10(n) Form of Notice and Acceptance of Grant 333-71643-01 10-Q(9/99) 10(a) of Nonqualified Stock Options, with fixed option price. 10(o) Form of Notice and Acceptance of Grant 333-71643-01 10-Q(9/99) 10(b) of Nonqualified Stock Options, with variable option prices. 10(p) Form of Notice and Acceptance of Grant 333-71643-01 10-Q(9/99) 10(c) of Nonqualified Stock Options, awarded to Gregory L. Nesbitt. * 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 Notes and Report of Independent Accountants * 21 Subsidiaries of the Registrant * 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, 1999 * 27 Financial Data Schedule UT 14(b) Reports on Form 8-K During the three-month period ended December 31, 1999, the Company filed no Current Reports on Form 8-K. 6 Report of Independent Accountants on Financial Statement Schedules To the Board of Directors of Cleco Corporation: Our audits of the consolidated financial statements referred to in our report dated January 31, 2000 appearing in the 1999 Annual Report to Shareholders of Cleco Corporation (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedules listed in Item 14(a)(2) of the Form 10-K. In our opinion, these financial statement schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. PricewaterhouseCoopers LLP New Orleans, Louisiana January 31, 2000 7 Schedule 1 Cleco Corporation (Parent Company Only) Condensed Statement of Income For the Year Ended December 31, 1999 (In thousands) Income Equity in income of subsidiaries $ 34,260 Subsidiary revenues 43,308 Other income 153 -------- Total income 77,721 -------- Expenses and other Deductions Administrative and General 273 Subsidiary costs 43,308 Interest 666 --------- Expenses and other deductions 44,247 --------- Net income before income taxes and preferred dividends 33,474 Income tax benefit (512) --------- Net income before preferred dividends 33,986 Preferred dividends 963 --------- Net income $ 33,023 ========= The accompanying notes are an integral part of the condensed financial statements. 8 Schedule 1 Cleco Corporation (Parent Company Only) Condensed Balance Sheet At December 31, 1999 (In thousands) ASSETS Current assets Cash and cash equivalents $ 9,314 Receivable from subsidiaries 31,334 Interest receivable 74 -------- Total current assets 40,722 Restricted cash 15,000 Notes receivables from subsidiaries 5,620 Investment in subsidiaries, equity basis 435,513 --------- Total Assets $ 496,855 ========= The accompanying notes are an integral part of the condensed financial statements. (Continued on next page) 9 Schedule 1 Cleco Corporation (Parent Company Only) Condensed Balance Sheet (Continued) At December 31, 1999 (In thousands) LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Short-term debt $ 20,000 Accounts payable 652 Interest accrued 42 Payable to subsidiaries 24,313 Taxes accrued 91 --------- Total current liabilities 45,098 Deferred credits 248 --------- Total liabilities and deferred credits 45,346 --------- Shareholder's equity Preferred stock Not subject to mandatory redemption 28,880 Deferred compensation related to preferred stock held by ESOP (14,991) --------- Total preferred stock not subject to mandatory redemption 13,889 --------- Common stock, $2 par value, authorized 50,000,000 shares, issued 22,531,870 and zero shares at December 31, 1999 and 1998, respectively 45,064 Premium on capital stock 112,733 Retained earnings 282,825 Treasury stock, at cost, 90,094 and zero at December 31, 1999 and 1998 respectively (3,002) --------- Total common shareholders' equity 437,620 --------- Total shareholders' equity 451,509 --------- Total liabilities and shareholders' equity $ 496,855 ========= The accompanying notes are an integral part of the condensed financial statements. 10 Schedule 1 Cleco Corporation (Parent Company Only) Condensed Statement of Cash Flows For the Year Ended December 31, 1999 (In thousands) Operating Activities Net Income $ 33,986 Noncash items included in net income Equity in earnings of subsidiaries (34,260) Changes in assets and liabilities Accounts receivable from subsidiaries (31,334) Interest receivable (74) Accounts payable to affiliates 24,313 Accounts payable 652 Interest payable 42 Taxes accrued 91 Other, net (670) -------- Net cash used in operating activities (7,254) -------- Investing activities Common stock dividends from subsidiaries 39,829 Notes receivable from subsidiaries (5,620) -------- Net cash provided by investing activities 34,209 -------- Financing activities Repurchase of common stock (3,002) Transfer of cash into restricted account (15,000) Increase in short term debt, net 20,000 Dividends paid on common and preferred stock (19,639) -------- Net cash used in financing activities (17,641) -------- Net increase in cash and cash equivalents 9,314 Cash and cash equivalents, beginning of year - -------- Cash and cash equivalents, beginning of year $ 9,314 ======== Supplemental Disclosures of Cash Flow Information Interest paid, net of amount capitalized $ 251 ======== Income taxes, paid net of amount reimbursed by subsidiaries $ 0 ======== The accompanying notes are an integral part of the condensed financial statements. 11 Schedule 1 Cleco Corporation (Parent Company Only) Condensed Statement of Changes in Common Shareholders' Equity For the Year Ended December 31, 1999 (In thousands except share and per share amounts) Common Stock Premium Treasury Stock ---------------------- On Capital Retained ------------------ Shares Amount Stock Earnings Shares Cost ---------- -------- -------- -------- ------ ------ Balance, December 31, 1998 1,000 Purchase of Treasury Shares 90,094 $3,002 Cancellation of original shares (1,000) Reorganization into a holding company 22,531,870 $ 45,064 $112,733 $271,036 Adjustment for a step-by-step acquisition of a subsidiary (2,558) Dividend requirements preferred stock, net (963) Cash dividend paid, common stock, $0.83 per share (18,676) Net income 33,986 ---------- -------- -------- -------- ------ ------ Balance, December 31, 1999 22,531,870 $ 45,064 $112,733 $282,825 90,094 $3,002 ========== ======== ======== ======== ====== ====== The accompanying notes are an integral part of the condensed financial statements. 12 CLECO CORPORATION (PARENT COMPANY ONLY) NOTES TO THE CONDENSED FINANCIAL STATEMENTS NOTE A - HOLDING COMPANY STRUCTURE Cleco Holding Corporation was originally formed on October 29, 1999 with 1,000 shares of common stock, no par value. All of Cleco Holding Corporation common stock was held by the parent company, Cleco Corporation (formerly Central Louisiana Electric Company, Inc.). At the Annual Meeting of Shareholders held on April 9, 1999, a resolution was passed to reorganize the structure of Cleco Corporation and Cleco Holding Corporation. The effective date of the resolution was July 1, 1999. Effective July 1, 1999, Cleco Corporation was renamed Cleco Utility Group Inc. (Utility Group) and was reorganized into a holding company structure. This reorganization resulted in the creation of a new holding company, Cleco Corporation (formerly Cleco Holding Corporation, Parent Company Only, and together with its subsidiaries, the Company), which holds investments in several subsidiaries, one of which, Utility Group, contains the Louisiana Public Service Commission (LPSC) jurisdictional generation, transmission and distribution electric utility operations serving the Company's traditional retail and wholesale customers. Another subsidiary, Cleco Midstream Resources LLC (Midstream), operates competitive LPSC non-jurisdictional electric generation, oil and natural gas production, energy marketing and natural gas pipeline businesses. A third subsidiary, Utility Construction & Technology Solutions LLC (UtiliTech, formerly Cleco Services LLC), provides utility engineering and line construction services to municipal governments, rural electric cooperatives and investor-owned electric companies. There was no impact to Cleco Corporation's Consolidated Financial Statements because the reorganization was accounted for similarly to a pooling of interest. Under the terms of the reorganization, Cleco Corporation became the owner of all of Utility Group's outstanding common stock, and holders of existing common stock and two series of preferred stock exchanged their stock in Utility Group for stock in Cleco Corporation. Shares of preferred stock in three series that did not approve the reorganization were redeemed for $5.7 million. Financial statements are presented for the year ended December 31, 1999 because operations of Parent Company Only were immaterial for the previous year. The operating results and investment in subsidiaries are included in the Parent Company Only condensed statement of income from July 1, 1999, the effective date of the organization described above. NOTE B - BASIS OF PRESENTATION The accompanying financial statements have been prepared to present the unconsolidated financial position, results of operations and cash flows of Parent Company Only. Investments in subsidiaries and other investees are stated at cost plus equity in undistributed earnings from date of acquisition. 13 These Parent Company Only financial statements should be read in conjunction with Cleco Corporation's consolidated financial statements. NOTE C - CONTINGENCIES Cleco Corporation has issued guarantees to several of its subsidiaries. An $11.0 million guarantee was issued to UtiliTech to support a line of credit and equipment operating leases. Cleco Corporation has agreed to extend to Midstream up to $90 million in guarantees to counterparties to support energy trading operations. At December 31, 1999 Cleco Corporation had extended $32.2 million in such guarantees to counterparties. NOTE D - DIVIDENDS RECEIVED Cleco Corporation received $39.8 million in cash dividends from Utility Group during the year 1999. NOTE E - RESTRICTED CASH Restricted cash represents cash to be used for specific purposes. The $15 million in restricted cash represents deposits into an escrow account for credit support as required by a provision of the Capacity Sale and Tolling Agreement between Cleco Evangeline LLC (Evangeline) and Williams Energy Marketing & Trading Company. The credit support is to be maintained as security for the performance of Evangeline in regards to the Capacity Sale and Tolling Agreement. Upon the fulfillment of certain conditions, the credit support can be reduced to $13 million. NOTE F - PREFERRED STOCK All shares of the 4.5% Series 1955, 4.65% Series 1964, and 4.75% Series 1965 of preferred stock of Utility Group were redeemed at a cost of $5.7 million in June 1999. The shareholders of these series of preferred stock voted "no" on the formation of the holding company in May 1999. As part of the share exchange agreement, preferred shareholders of these series had their shares redeemed. In connection with the establishment of the ESOP, Utility Group sold 300,000 shares of 8.125% convertible preferred stock to the ESOP. As part of the holding company reorganization, each share of Utility Group 8.125% convertible preferred stock was exchanged for one share of Cleco Corporation 8.125% convertible preferred stock. Each share of Cleco Corporation 8.125% preferred stock is convertible into 4.8 shares of Cleco Corporation common stock. The amount of total capitalization reflected in the condensed financial statements has been reduced by an amount of deferred compensation expense related to the shares of convertible preferred stock which have not yet been allocated to ESOP participants. Upon involuntary liquidation, preferred shareholders are entitled to receive par value for shares held before any distribution is made to common shareholders. Upon voluntary liquidation, 14 preferred shareholders are entitled to receive the redemption price per share applicable at the time such liquidation occurs plus any accrued dividends. Information about the components of preferred stock capitalization is as follows: (In thousands, except share amounts) Balance Balance Dec. 31, Dec. 31, 1998 Change 1999 -------- ---------- ---------- CUMULATIVE PREFERRED STOCK, $100 par value NOT SUBJECT TO MANDATORY REDEMPTION 4.50%............................ $ 1,029 $ 1,029 Convertible, Series of 1991, Variable rate.................... 27,851 27,851 ---------- ---------- $ 28,880 $ 28,880 ========== ========== Deferred compensation related to convertible preferred stock held Bby the ESOP....................... $ (14,991) $ (14,991) ========== ========== CUMULATIVE PREFERRED STOCK, $100 par value Number of shares Authorized....................... 1,352,000 1,352,000 Issued and outstanding........... 288,804 288,804 ========== ========== CUMULATIVE PREFERRED STOCK, $25 par value Number of shares authorized (None outstanding)............... 3,000,000 3,000,000 ========== ========== 15 CLECO CORPORATION SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS Years ended December 31, 1999, 1998 and 1997 (In thousands) ================================================================================ COL. A COL. B COL. C COL. D COL. E ------ ------ ------ ------ ------ ADDITIONS UNCOLLECTIBLE BALANCE AT CHARGED TO ACCOUNTS BALANCE AT BEGINNING COSTS AND WRITE-OFFS, END ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS OF PERIOD EXPENSES LESS RECOVERIES OF PERIOD (1) - ------------------------------------ --------- -------- --------------- ------------- Year Ended December 31, 1999 $812 $ 751 $725 $838 Year Ended December 31, 1998 $684 $1,069 $942 $812 Year Ended December 31, 1997 $681 $ 770 $767 $684 (1) Deducted in the balance sheet. 16 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 thereunto duly authorized. CLECO CORPORATION (Registrant) By: /S/ Thomas J. Howlin ------------------------------- Thomas J. Howlin Senior Vice President of Finance and Chief Financial Officer (Principal Accounting Officer) Date: May 24, 2000 17