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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
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Pursuant
to Section 13 or 15(d) of
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the
Securities Exchange Act of 1934
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Date
of Report (Date of earliest event reported): September 29,
2008
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CLECO
CORPORATION
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(Exact
name of registrant as specified in its
charter)
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Louisiana
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1-15759
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72-1445282
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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2030
Donahue Ferry Road
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Pineville,
Louisiana
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71360-5226
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (318)
484-7400
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CLECO
POWER LLC
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(Exact
name of registrant as specified in its
charter)
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Louisiana
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1-05663
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72-0244480
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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2030
Donahue Ferry Road
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Pineville,
Louisiana
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71360-5226
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (318)
484-7400
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
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o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers.
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On
September 29, 2008, the Board of Directors of Cleco Corporation (the
“Company”) elected Logan W. Kruger as a director of the Company effective
October 1, 2008 and the Board of Managers of Cleco Power LLC (“Cleco
Power”) elected Mr. Kruger as a member of the Board of Managers of Cleco
Power effective October 1, 2008. Mr. Kruger has served as the
president, chief executive officer and a director of Century Aluminum
Company, a publicly held company owning primary aluminum capacity in the
United States and Iceland and having an ownership interest in alumina and
bauxite assets in the United States and Jamaica, since December
2005. Prior to that time, Mr. Kruger was employed by Inco
Limited, a publicly held company engaged in the mining, processing and
marketing of nickel and nickel-related products, where he served as
executive vice president of technical services from September 2003 until
September 2005 and as president, Inco Asia Pacific from September 2005
until November 2005. Mr. Kruger, who is 58 years old, will be a
Class III director of the Company whose term of office will expire at the
Company’s 2009 annual meeting of shareholders.
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Item
5.03 Amendments to Articles
of Incorporation or Bylaws; Change in Fiscal Year
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Effective October 1, 2008 and in
connection with the election of Mr. Kruger, the Board of Directors of the
Company amended the Company’s Bylaws to increase the number of directors
serving on the board to ten. Similarly, the Board of Managers
of Cleco Power amended the Operating Agreement of Cleco Power to change
the number of managers serving on the board to ten. Prior to
these amendments, the Company’s Bylaws provided for nine directors to
serve on its board and Cleco Power’s Operating Agreement provided for
eleven members to serve on its board. In addition, the Board of
Managers of Cleco Power amended the Operating Agreement of Cleco Power to
provide that all regular meetings of the Board of Managers (other than the
annual meeting) shall be held on the last Friday in January, July and
October, except as otherwise provided by resolution of the Board of
Managers. Prior to the amendment, regular meetings of the Board
of Managers (other than the annual meeting) were held on the fourth Friday
in January and on the third Friday after the first Monday in the months of
July and October. The text of the amendment to the Company’s
Bylaws is filed as exhibit 3.1 to this Current Report and the text of the
amendment to Cleco Power’s Operating Agreement is filed as exhibit 3.2 to
this Current Report.
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Item
9.01 Financial
Statements and Exhibits.
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(c) Exhibits.
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The following exhibit is filed
herewith:
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3.1 Text of the
Amendment to the Bylaws of Cleco Corporation.
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3.2 Text of the
Amendment to the Operating Agreement of Cleco Power
LLC.
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CLECO
CORPORATION
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Date: October
1, 2008
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By: /s/ R. Russell
Davis
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R.
Russell Davis
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Vice
President, Chief Accounting
Officer
& Interim CFO
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CLECO
POWER LLC
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Date: October
1, 2008
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By: /s/ R. Russell
Davis
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R.
Russell Davis
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Vice
President, Chief Accounting
Officer
& Interim CFO
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Exhibit
Number
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Exhibit
Description
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3.1
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Text
of the Amendment to the Bylaws of Cleco Corporation.
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3.2
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Text
of the Amendment to the Operating Agreement of Cleco Power
LLC.
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