File No. 70-9081
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
AMENDMENT NO. 4
to the
APPLICATION-DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
___________________________________
Entergy London Investments plc
(formerly Entergy Power UK plc)
Templar House
81-87 High Holborn
London WC1V 6NU England
(Name of company filing this statement and address
of principal executive offices)
___________________________________
Entergy Corporation
(Name of top registered holding company parent of each applicant
or declarant)
___________________________________
Michael B. Bemis William J. Regan, Jr.
Executive Director Vice President and
Entergy Power UK plc Treasurer
Templar House Entergy Services, Inc.
81-87 High Holborn 639 Loyola Avenue
London WC1V 6NU England New Orleans, LA 70113
(Names and addresses of agents for service)
___________________________________
The Commission is also requested to send copies of any
communications in connection with this matter to:
Laurence M. Hamric, Esq. William T. Baker, Jr., Esq
Denise C. Redmann, Esq. Kevin Stacey, Esq.
Entergy Services, Inc. Reid & Priest LLP
639 Loyola Avenue 40 West 57th Street
New Orleans, LA 70113 New York, NY 10019
<PAGE>
Item 2. Fees, Commissions and Expenses.
Item 2. is hereby amended and restated to read as follows:
The fees, commissions and expenses, other than those of the
underwriters, to be incurred in connection with the issuance and
sale of the Entity Interests are not expected to exceed the
following:
Filing Fees-Securities and Exchange Commission $90,909
*Rating Agencies' fees 50,000
*Trustee's fees 10,000
*Fees of Company's Counsel:
Richards, Layton & Finger, P.A. 50,000
Reid & Priest LLP. 75,000
Linklaters & Paines. 75,000
*Fees of Entergy Services, Inc. . 60,000
*Accounting fees 200,000
*Printing and engraving costs 200,000
*Miscellaneous expenses (including Blue-Sky expenses) 50,000
-------
*Total Expenses 860,909
___________________ =======
*Estimated
The fees, commissions and expenses of the Underwriters
expected to be incurred with respect to the Entity Interests will
not exceed the lesser of 3.25% of the principal amount of the
Entity Interests to be sold or those generally paid at the time
of pricing for sales of such subsidiary interests having the same
maturity, issued by companies of comparable credit quality and
having similar terms, conditions and features.
Item 6. Exhibits and Financial Statements.
(a) Exhibits
F-1 Opinion of Laurence M. Hamric, Esq. Counsel to
Entergy London Investments plc.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned company has duly
caused this Amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
ENTERGY LONDON INVESTMENTS PLC
By: /s/William J. Regan, Jr.
William J. Regan, Jr.
Treasurer
Dated: October 31, 1997
EXHIBIT F-1
October 31, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Reference is made to the Application-Declaration on
Form U-1 filed by Entergy London Investments plc (formerly named
Entergy Power UK plc) ("EPUK") with the Securities and Exchange
Commission ("Commission") under the Public Utility Holding
Company Act of 1935, as amended (the "Act"), relating to, among
other things, (a) the issuance and sale by a newly-organized
special purpose subsidiary of EPUK (the "Issuing Entity") of one
or more series of preferred securities ("Entity Interests") in an
aggregate principal amount not to exceed US $500 million (or the
pound sterling equivalent), (b) the issuance and sale by EPUK to
such special purpose subsidiary of one or more series of EPUK's
junior subordinated debentures or capital interests
("Subordinated Securities") having distribution rates, payment
dates, redemption, maturity and other terms substantially
identical to those of the Entity Interests, and (c) a possible
guaranty by EPUK of the payment of distributions on the Entity
Interests and amounts due upon liquidation of the Issuing Entity
or redemption of the Entity Interests, all as more fully
described in said Application-Declaration.
I have acted as counsel for EPUK an advise as follows:
Upon the advice of legal counsel in the United Kingdom,
EPUK is a public limited company duly organized and validly
existing under the laws of England and Wales.
All action necessary to make valid the
participation by EPUK in the proposed transactions described
in the above-referenced Application-Declaration will have
been taken when:
(a) the Application-Declaration shall have been
granted and permitted to become effective in
accordance with the applicable provisions of
the Act;
(b) appropriate final action shall have been
taken by the Directors of EPUK with respect
to the proposed transactions;
(c) the Subordinated Securities Agreement (as
defined in the Application-Declaration) and
each of the other agreements referred to in
the Application-Declaration relating to said
proposed transactions shall have been duly
executed and delivered by each of the
proposed parties thereto; and
(d) the Subordinated Securities shall have been
appropriately issued and delivered for the
consideration contemplated.
When the foregoing steps shall have been taken,
and in the event said proposed transactions are consummated
in accordance with the Application-Declaration and the
related order or orders of the Commission:
(a) all laws which relate or are applicable to
the participation by EPUK in the proposed
transactions described above (other than so-
called "blue-sky" laws or similar laws, upon
which I do not pass herein) will have been
complied with;
(b) the Subordinated Securities will be valid and
binding obligations of EPUK in accordance
with their terms, except as limited by
bankruptcy, insolvency, reorganization or
other similar laws affecting enforcement of
creditors' rights; and
(c) EPUK will legally acquire all of the general
partnership interests of the Issuing Entity
(if the Issuing Entity is a partnership) or
all of the voting interests of the Issuing
Entity (if the Issuing Entity is a business
trust); and
(d) the consummation of the proposed transactions
by EPUK will not violate the legal rights of
the holders of any securities issued by EPUK
or any associate company thereof.
I am a member of the Louisiana, Texas and Virginia
Bars and do not hold myself out as an expert on the laws of
any other jurisdiction, although I have made a study of the
laws of other jurisdictions insofar as they are involved in
the conclusions stated herein.
I hereby consent to the use of this opinion as an
exhibit to the Application-Declaration.
Very truly yours,
/s/Laurence M. Hamric
Laurence M. Hamric
