File No. 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
APPLICATION-DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
___________________________________
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.,
Denise C. Redmann, Esq. Esq.
Entergy Services, Inc. Kevin Stacey, Esq.
639 Loyola Avenue Reid & Priest LLP
New Orleans, LA 70113 40 West 57th Street
New York, NY 10019
<PAGE>
Item 1. Description of Proposed Transactions.
A. Overview.
Entergy Power UK plc ("EPUK") is a public limited
company incorporated under the laws of England and Wales and is a
wholly-owned, indirect subsidiary of Entergy Corporation
("Entergy"), a registered holding company under the Public
Utility Holding Company Act of 1935, as amended (the "Act").
EPUK proposes to organize either a special purpose limited
partnership or a statutory business trust (the "Issuing Entity")
for the purpose of issuing, from time to time through December 31,
2000, one or more series of preferred securities (the "Entity
Interests"), in an aggregate principal amount not to exceed US
$500 million (or the pound sterling equivalent). In connection
with the issuance of such Entity Interests, EPUK will issue to the
Issuing Entity, and the Issuing Entity will acquire from EPUK, one
or more series of junior subordinated debentures or capital
interests (collectively, the "Subordinated Securities") which will
have distribution rates, payment dates, redemption, maturity, if any,
and other terms substantially similar to those of the Entity
Interests.
EPUK was incorporated on October 9, 1996 as a vehicle for
the acquisition of London Electricity plc ("London Electricity").
London Electricity is one of the twelve regional electric
companies in the United Kingdom and is a foreign utility company
("FUCO") under Section 33 of the Act. EPUK's sole investment and
only significant asset is the entire share capital of London
Electricity. Although the financing activities of EPUK and
London Electricity are generally exempt from jurisdiction under
the Act by virtue of Section 33 and Rule 52, Commission approval
is being sought for certain of the transactions described herein
solely because the Issuing Entity will not itself be, and will
not directly or indirectly hold an interest in, a FUCO within the
meaning of Section 33 under the Act.
B. Proposed Financing Transaction.
EPUK proposes to organize the Issuing Entity for the
sole purpose of issuing the Entity Interests. Tax considerations
will influence whether the Issuing Entity is organized as a
limited partnership or a business trust. If the Issuing Entity
is organized as a limited partnership, EPUK would either (a) act
as the general partner of the Issuing Entity or (b) organize a
special purpose, wholly-owned corporation for the sole purpose of
acting as the general partner of the Issuing Entity (the
"Participating Subsidiary"). If the Issuing Entity is organized
as a business trust, the business and affairs of the trust would
be conducted by one or more trustees (individually and
collectively, the "Trustee").
EPUK will make an equity contribution directly or
indirectly to the Issuing Entity at the time the Entity Interests
are issued and thereby will acquire directly or indirectly all of
the general partnership interest (in the case of a limited
partnership) or all of the voting interests (in the case of a
business trust) in such Issuing Entity. EPUK's equity
contribution to the Issuing Entity will at all times constitute
at least 3% of the aggregate equity contributions by all
securityholders to such Issuing Entity.
The holders of the Entity Interests will be either the
limited partners (in the case of a limited partnership) or the
holders of preferred interests (in the case of a business trust)
of the Issuing Entity.
EPUK will issue, from time to time in one or more
series, the Subordinated Securities to the Issuing Entity. The
Issuing Entity will use the proceeds from the sale of its Entity
Interests, plus the equity contributions made to it by EPUK, to
purchase the Subordinated Securities. The Subordinated
Securities will be issued by EPUK pursuant to a Subordinated
Debenture Indenture, in the case of junior subordinated
debentures, or a Capital Interests Agreement, in the case of
capital interests (the "Subordinated Securities Agreement").
Reference is made to Exhibits A-l, A-2, A-3 and A-4 hereto,
respectively, for forms of the Subordinated Debenture Indenture,
Subordinated Debenture, Capital Interests Agreement and Capital
Interest.
Each series of Subordinated Securities will have either
a stated maturity date or no stated maturity date, as EPUK may
determine at the time of issuance. EPUK will pay interest only
on the Subordinated Securities at either a fixed or adjustable
rate as set forth in the Subordinated Securities Agreement, and
will pay the principal or capital amount thereof only at the
maturity, if any, thereof or upon the redemption thereof. The
distribution rates, payment dates, redemption, maturity, if any,
and other terms applicable to each series of Entity Interests
will be substantially similar to the interest rates, payment
dates, redemption, maturity and other terms applicable to the
Subordinated Securities relating thereto, and will be determined
by EPUK at the time of issuance. The interest paid by EPUK on
the Subordinated Securities will constitute the only source of
income for the Issuing Entity and will be used by the Issuing
Entity to pay monthly, quarterly or semi-annual distributions (as
determined at the time of the sale of each series) on the Entity
Interests.
EPUK may also enter into a guaranty (the "Guaranty")
pursuant to which it will unconditionally guarantee (i) payment
of distributions on the Entity Interests, if and to the extent
the Issuing Entity has funds legally available therefor, (ii)
payments to the holders of Entity Interests of certain amounts
due upon liquidation of the Issuing Entity or redemption of the
Entity Interests, and (iii) certain additional "gross up" amounts
that may be payable in respect of the Entity Interests, as
described below. A form of the Guaranty will be filed by
Certificate pursuant to Rule 24 as Exhibit A-6, unless EPUK
determines not to provide the Guaranty as an element of the
proposed transaction.
EPUK's Subordinated Securities issued under the
Subordinated Securities Agreement and the Guaranty (if issued)
will be expressly subordinated to Senior Indebtedness, as defined
therein or pursuant thereto, and may also provide that payment of
interest on such Subordinated Securities may be deferred for
specified periods or for an indefinite period, without creating a
default with respect thereto, so long as dividends are not being
paid on, or certain actions are not being taken with respect to
the retirement of, the common or preferred stock of EPUK or, if
deemed appropriate, of one or more of the direct or indirect
parent companies of EPUK during such period of deferral.
Distributions on the Entity Interests will be paid
monthly, quarterly or semi-annually (as determined at the time of
sale of each series), will be cumulative, and will be mandatory
to the extent that the Issuing Entity has legally available funds
sufficient for such purposes. The availability of funds will
depend entirely upon the Issuing Entity's receipt of the amounts
paid under the Subordinated Securities. The Issuing Entity will
have the right to defer distributions on the Entity Interests for
a specified period or for an indefinite period, but only if and
to the extent that EPUK defers the interest payments on the
Subordinated Securities as described above.
It is anticipated that interest payments by EPUK on the
Subordinated Securities will be deductible by it for United
Kingdom income tax purposes and that the Issuing Entity will not
be subject to United States or United Kingdom income tax on the
interest received on the Subordinated Securities.
One or more series of Entity Interests and Subordinated
Securities may include provisions for the mandatory retirement of
some or all of such series prior to maturity. The Entity
Interests will be subject to redemption, in whole or in part, on
and after a specified date (the "Earliest Redemption Date") at
the option of the Issuing Entity, with the consent of EPUK, at a
price equal to their stated liquidation preference plus any
accrued and unpaid distributions (the "Redemption Price"). The
Earliest Redemption Date will be determined based upon, among
other factors, market conditions at the time of issuance but will
be not later than approximately five years after the date of
issuance. The Subordinated Securities Agreement and the Entity
Agreement (as defined below) may set forth additional provisions
governing the optional redemption of the Entity Interests. It is
expected that the Issuing Entity will have the option, with the
consent of EPUK, to redeem the Entity Interests at the Redemption
Price upon the occurrence of specified adverse tax events (each a
"Tax Event"). Examples of possible Tax Events are (a) the
Issuing Entity becoming subject to United States or United
Kingdom income tax with respect to interest received on the
Subordinated Securities, (b) interest payments by EPUK on the
Subordinated Securities being determined not to be deductible for
United States earnings and profits purposes or United Kingdom
income tax purposes, or (c) the Issuing Entity becoming subject
to more than a minimal amount of other taxes, duties or other
governmental impositions. The Subordinated Securities Agreement
and the Entity Agreement (referred to below) may also provide
that the Entity Interests are subject to optional or mandatory
redemption upon the occurrence of specified adverse regulatory
events (each, a "Regulatory Event"). An example of a possible
Regulatory Event is the Issuing Entity becoming subject to
regulation as an "investment company" under the Investment
Company Act of 1940, as amended.
EPUK may also reserve the right to exchange the
Subordinated Securities for the Entity Interests or otherwise to
distribute the Subordinated Securities to the holders of Entity
Interests, whereupon the Entity Interests would be canceled.
If, as a result of (a) the Subordinated Securities not
being treated as indebtedness for United Kingdom income tax
purposes, or (b) the Issuing Entity not being treated as either a
partnership or a trust, as the case may be, for United States
income tax purposes, the Issuing Entity is required under
applicable tax laws to withhold or deduct from payments on the
Entity Interests amounts that otherwise would not be required to
be withheld or deducted, the Issuing Entity may also have the
obligation, if the Entity Interests are not redeemed or exchanged
(as discussed above), to increase or "gross up" such payments so
that the holders of Entity Interests will receive the same
payment after such withholding or deduction as they would have
received if no such withholding or deduction were required.
In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Issuing Entity,
holders of Entity Interests will be entitled to receive, out of
the assets of the Issuing Entity available for distribution to
the limited partners (in the case of a limited partnership) or
the preferred securityholders (in the case of a business trust),
before any distribution of assets to the general partner (in the
case of a limited partnership) or EPUK (in the case of a business
trust), an amount equal to the stated liquidation preference of
the Entity Interests plus any accrued and unpaid distributions.
Under either the Amended and Restated Agreement of
Limited Partnership or Declaration of Trust, as the case may be,
that shall govern the activities of the Issuing Entity upon the
issuance of the Entity Interests (the "Entity Agreement"), the
activities of the Issuing Entity will be limited solely to (i)
the issuance and sale of Entity Interests, (ii) the use of the
proceeds thereof and the equity contributions by EPUK to purchase
the Subordinated Securities, (iii) the receipt of interest on the
Subordinated Securities, and (iv) the payment of distributions on
the Entity Interests. Reference is made to Exhibit A-5 for a
form of the Entity Agreement.
The Entity Agreement will further state that either the
general partner (in the case of a limited partnership) or the
Trustee (in the case of a business trust), shall manage and
control the Issuing Entity's business and affairs and be
responsible for all liabilities and obligations of the Issuing
Entity; and that the general partnership interest (in the case of
a limited partnership) or the voting interests (in the case of a
business trust) shall not be transferable except for a transfer
made (a) with the consent of all other partners (in the case of a
limited partnership) or securityholders (in the case of a
business trust), (b) to a direct or indirect wholly-owned
subsidiary, or (c) in the event of merger, subject to certain
conditions.
Because the Entity Interests will be supported by
EPUK's Subordinated Securities and Guaranty (if issued), and the
distributions to holders of Entity Interests will be paid out of
the interest payments on such Subordinated Securities or pursuant
to such Guaranty (if issued), the Entity Agreement will not
include any interest or distribution coverage or capitalization
ratio restrictions on the ability to issue and sell additional
Entity Interests. Such restrictions would not be necessary, and
the capital structure of the Issuing Entity would not be
relevant, because the interest payments of EPUK on the
Subordinated Securities will be sufficient to fully service the
distributions on Entity Interests. For this reason, financial
statements for the Issuing Entity are not included with this
Application-Declaration.
Each series of Entity Interests and any corresponding
series of Subordinated Securities will be sold at such price and
will be entitled to receive such distributions or interest
payments on such periodic basis as shall have been determined at
the time of sale. No series of Entity Interests or corresponding
series of Subordinated Securities will be sold if the fixed
distribution or interest rate or initial adjustable distribution
or interest rate thereon would exceed the lower of 15% per annum
or market rates generally obtainable at the time of pricing for
sales of limited partnership or business trust interests having a
reasonably equivalent maturity, issued by subsidiaries of
companies of reasonably comparable credit quality and having
reasonably similar terms, conditions and features. The initial
distribution rate for Entity Interests of such series having an
adjustable distribution will be determined in negotiations
between EPUK and the purchasers of such series and be based upon
then current market rates for comparable securities. Thereafter,
the distribution rate on such Entity Interests would be adjusted
according to a pre-established formula or method of determination
("Floating Rate Entity Interests").
The dividend or interest rate for Floating Rate Entity
Interests after the initial distribution rate period will be set
as a percentage of, or as a specified spread from, a benchmark
rate, such as the London Interbank Offered Rate or the Treasury
Rate, or may be established by reference to orders received in an
auction procedure, and will not exceed a specified maximum rate
no greater than 15% per annum. Such distribution rate may be
adjusted at established intervals or may be adjusted
simultaneously with changes in the benchmark rate.
The price, exclusive of accrued distributions, to be
paid to the Issuing Entity for each such series of Entity
Interests to be sold at competitive bidding will be within a
range (to be specified by EPUK to prospective purchasers) from
95% to 105% of the liquidation amount of such series of Entity
Interests.
EPUK anticipates that the issuance and sale of each
series of Entity Interests will be by means of competitive
bidding, or negotiated public offering or private placement with
institutional investors in order to secure the advantages of an
advanced marketing effort and/or the best available terms.
Reference is made to Exhibit B-1 for information with respect to,
among other things, the procedures to be followed in connection
with the issuance and sale of Entity Interests.
C. Use of Proceeds.
EPUK proposes to use the net proceeds derived from the
issuance and sale of Entity Interests directly or indirectly for
the purpose of repaying a portion of the credit facility used to
finance the acquisition of London Electricity (the "Credit
Facility"). Neither the proceeds to be received from the
issuance and sale of the Entity Interests nor any savings derived
from the repayment of the Credit Facility will be used directly
or indirectly for the making of any new investment in an exempt
wholesale generator ("EWG"), as defined in Sections 32 of the
Act, or any other FUCO. In connection with such repayment, the
Credit Facility may be restated and amended, and one or more in-
direct subsidiaries of Entergy formed for the purpose of holding,
with EPUK, London Electricity may be required to become co-maker
of, or jointly and severally obligated to make payments on ("Re-
payment Obligations"), such Credit Facility.
D. Rule 54 Analysis.
The proposed transactions are also subject to Rule 54.
In determining whether to approve the issue or sale of a security
by a registered holding company for purposes other than the
acquisition of an EWG or FUCO, or other transactions by such
registered holding company or its subsidiaries other than with
respect to EWGs or FUCOs, the Commission shall not consider the
effect of the capitalization or earnings of any subsidiary which
is an EWG or FUCO upon the registered holding company system if
Rules 53(a), (b) and (c) are satisfied. In that regard, assuming
consummation of the transactions proposed in this application,
all of the conditions set forth in Rule 53(a) are and will be
satisfied and none of the conditions set forth in Rule 53(b)
exists or, as a result thereof, will exist.
The Entergy System's "aggregate investment" in EWGs and
FUCOs was approximately $1,041,871,905, representing
approximately 44.7% of the Entergy System's consolidated retained
earnings as of March 31, 1997. Furthermore, the Entergy System
has complied with and will continue to comply with the record
keeping requirements of Rule 53(a)(2) concerning affiliated EWGs
and FUCOs. In addition, as required by Rule 53(a)(3), no more
than 2% of the employees of the Entergy System's domestic public
utility subsidiary companies do or will render services to
affiliated EWGs and FUCOs. Finally, none of the conditions set
forth in Rule 53(b), under which the provisions of Rule 53 would
not be available, have been met.
Item 2. Fees, Commissions and Expenses.
The fees, commissions and expenses to be incurred in
connection with the issuance and sale of the Entity Interests
will include some or all of the following: registration fees
under the Securities Act of 1933, as amended, as prescribed
thereunder; underwriters' fees, commissions and expenses; rating
agencies' fees; Trustees' fees; fees and expenses of legal
counsel; fees of Entergy Services, Inc. for accounting, financial
and similar services; independent accountants' fees; printing and
engraving costs; exchange listing fees; and other miscellaneous
costs (including expenses under state securities laws, if
applicable).
All such fees, commissions and expenses will either be
(a) the amounts prescribed by statute or regulation, in the case
of filing or registration fees charged by governmental agencies;
(b) at cost, in the case of fees and/or expenses charged by
Entergy Services, Inc.; or (c) in all other cases, fair,
reasonable and customary fees at market rates, comparable to
those incurred in similar transactions by similar companies, and
arrived at in a negotiated, competitive and/or arms-length
manner.
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 subsidiary interests having the same
maturity, issued by companies of comparable credit quality and
having similar terms, conditions and features.
The estimated fees, commissions and expenses associated
with the registration of securities pursuant to the Commission's
order in this file will be set forth in a registration statement
filed with the Commission under the Securities Act of 1933, as
amended. In addition, a listing of the fees, commissions and
expenses with respect to each issuance of securities pursuant to
the Commission's order in this file will be included in a Rule 24
Certificate filed with the Commission.
Item 3. Applicable Statutory Provisions.
EPUK believes that its acquisition of voting interests
in the Issuing Entity, its potential acquisition of shares of the
capital stock of the Participating Subsidiary and the
Participating Subsidiary's potential acquisition of voting
interests in the Issuing Entity are or may be subject to the
provisions of Sections 9(a) and 10 of the Act.
EPUK believes that the proposed issuance and sale of
the Entity Interests by the Issuing Entity are or may be subject
to the provisions of Sections 6(a) and 7 of the Act, but may be
exempt from jurisdiction pursuant to Rule 52.
EPUK believes that the potential exchange of Entity
Interests for Subordinated Securities is or may be subject to the
provisions of Sections 6(a), 7, 9(a) and 10 of the Act, but may
be exempt from jurisdiction pursuant to Rules 42, 52(b) or 52(c),
as applicable.
EPUK believes that the proposed issuance of its
Guaranty (if any) is or may be subject to the provisions of
Sections 6(a), 7 and 12(b) of the Act and Rule 45 thereunder.
EPUK believes that the proposed issuance and sale of
the Subordinated Securities by EPUK, and the proposed acquisition
of such Subordinated Securities by the Issuing Entity, are exempt
from jurisdiction under the Act by virtue of Rule 52 thereunder.
EPUK believes that the potential incurring of the Re-
payment Obligations by indirect subsidiaries of Entergy may be
subject to Sections 6(a), 7 and 12(b) of the Act and Rule 45
thereunder.
Item 4. Regulatory Approval.
No state regulatory body or agency and no federal
commission or agency of the United States other than this
Commission has jurisdiction over the transactions proposed
herein. No foreign government or agency or instrumentality
thereof has jurisdiction over the transactions proposed herein.
Item 5. Procedure.
EPUK requests that the Commission's order authorizing
the transactions proposed herein be entered by August 15, 1997,
or as soon thereafter as practicable. Upon the completion of
each transaction involving the issuance and sale of Entity
Interests, EPUK shall file a Certificate pursuant to Rule 24 with
copies of the executed documents relating thereto as exhibits.
EPUK hereby waives a recommended decision by a hearing
officer or any other responsible officer of the Commission;
agrees that the Staff of the Division of Investment Management
may assist in the preparation of the Commission's decision; and
requests that there be no waiting periods between the issuance of
the Commission's orders and the dates on which they are to become
effective.
Item 6. Exhibits and Financial Statements.
(a) Exhibits:
**A-l Proposed form(s) of Subordinated Debenture
Indenture.
**A-2 Proposed form(s) of Subordinated Debenture.
**A-3 Proposed form(s) of Capital Interests Agreement.
**A-4 Proposed form(s) of Capital Interest.
**A-5 Proposed form(s) of Entity
Agreement of the Issuing Entity, including the
proposed form(s) of Entity Interests.
**A-6 Proposed form(s) of Guaranty (if
applicable).
**B-1 Proposed form(s) of agreement for
sale(s) of Entity Interests.
**C-1 Proposed form of Registration
Statement relating to Subordinated Securities and
Entity Interests.
D Inapplicable.
E Inapplicable.
F Opinion of Laurence M. Hamric, Esq.,
counsel to Entergy Power UK plc.
G Financial Data Schedules.
H Suggested form of notice of proposed
transactions for publication in the Federal
Register.
- --------------------------------------
** To be filed by amendment.
(b) Financial Statements:
Financial Statements of EPUK as of March 31, 1997.
Financial Statements of Entergy Corporation and
subsidiaries, consolidated, as of March 31, 1997.
Notes to financial statements of Entergy Corporation
and subsidiaries included in the Annual Report on Form 10-K
for the fiscal year ended December 31, 1996 and the
Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1997 (filed in File No. 1-11299 and incorporated
herein by reference).
Except as reflected in the Financial Statements, no
material changes not in the ordinary course of business have
taken place since March 31, 1997.
Item 7. Information as to Environmental Effects.
(a) As more fully described in Item 1, the proposed
transactions subject to the jurisdiction of the Commission relate
only to the financing activities of EPUK and do not involve a
major federal action having a significant impact on the human
environment.
(b) Not applicable.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned company has duly
caused this Application-declaration to be signed on its behalf by
the undersigned thereunto duly authorized.
ENTERGY POWER UK PLC
By: /s/ William J. Regan, Jr.
William J. Regan, Jr.
Treasurer
Dated: July 22, 1997
EXHIBIT F
July 18, 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 to be filed by 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:
the Application-Declaration shall have been
granted and permitted to become effective in
accordance with the applicable provisions of
the Act;
appropriate final action shall have been taken by
the Directors of EPUK with respect to the
proposed transactions;
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
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:
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;
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
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.
<PAGE>
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
EXHIBIT H
Form of Notice of Proposed Transactions
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- ; 70- )
Filings Under the Public Utility Holding Company Act of 1935
("Act")
ENTERGY POWER UK plc ("EPUK")
NOTICE OF PROPOSAL TO ISSUE AND SELL UP TO US $500 MILLION OF
PREFERRED SECURITIES OF A SUBSIDIARY OF EPUK ("ENTITY INTERESTS")
July 18, 1997
Notice is hereby given that the following filing(s)
has/have been made with the Commission pursuant to provisions of
the Act and rules promulgated thereunder. All interested persons
are referred to the application(s) and/or declaration(s) for
complete statements of the proposed transaction(s) summarized
below. The application(s) and/or declaration(s) and any
amendments thereto is/are available for public inspection through
the Commission's Office of Public Reference.
Interested persons wishing to comment or request a
hearing on the application(s) and/or declaration(s) should submit
their views in writing by August __, 1997 to the Secretary,
Securities and Exchange Commission, Washington, D.C. 20549, and
serve a copy on the relevant applicant(s) and/or declarant(s) at
the address(es) specified below. Proof of service (by affidavit
or, in case of an attorney at law, by certificate) should be
filed with the request. Any request for hearing shall identify
specifically the issues of fact or law that are disputed. A
person who so requests will be notified of any hearing, if
ordered, and will receive a copy of any notice or order issued in
the matter. After said date, the application(s) and/or
declaration(s), as filed or as amended, may be granted and/or
permitted to become effective.
Entergy Power UK plc (70- )
Entergy Power UK plc ("EPUK"), Templar House, 81-87
High Holborn, London WC1V 6NU England, a subsidiary of Entergy
Corporation ("Entergy"), a registered holding company, has filed
an application-declaration pursuant to Sections 6(a), 7, 9(a), 10
and 12 of the Act and Rule 45 thereunder.
EPUK proposes to organize either a special purpose
limited partnership or a statutory business trust (the "Issuing
Entity") for the purpose of issuing, from time to time through
December 31, 2000, one or more series of preferred securities
(the "Entity Interests"), in an aggregate principal amount not to
exceed US $500 million (or the pound sterling equivalent). In
connection with the issuance of such Entity Interests, EPUK will
issue to the Issuing Entity, and the Issuing Entity will acquire
from EPUK, one or more series of junior subordinated debentures
or capital interests (the "Subordinated Securities"). The
distribution rates, payment dates, redemption, maturity, if any,
and other terms applicable to each series of Entity Interests
will be substantially identical to the interest rates, payment
dates, redemption, maturity and other terms applicable to the
Subordinated Securities relating thereto, and will be determined
by EPUK at the time of issuance. The interest paid by EPUK on
the Subordinated Securities will constitute the only source of
income for the Issuing Entity and will be used by the Issuing
Entity to pay monthly, quarterly or semi-annual distributions (as
determined at the time of the sale of each series) on the Entity
Interests.
EPUK may also enter into a guaranty pursuant to which
it will unconditionally guarantee (i) payment of distributions on
the Entity Interests, if and to the extent the Issuing Entity has
funds legally available therefor, (ii) payments to the holders of
Entity Interests of certain amounts due upon liquidation of the
Issuing Entity or redemption of the Entity Interests, and (iii)
certain additional "gross up" amounts that may be payable in
respect of the Entity Interests, as described in the Application-
Declaration.
EPUK proposes to use the net proceeds derived from the
issuance and sale of Entity Interests for general corporate
purposes, including, but not limited to, the repayment of a portion
of the credit facility used to finance the acquisition of
London Electricity. One or more indirect subsidiaries of Entergy
formed to hold, with EPUK, London Electricity, may, in connection
with such repayment, become co-maker of or jointly and severally
obligated to make payments on such credit facility.
EPUK states that it presently contemplates selling the
Entity Interests either by competitive bidding, negotiated public
offering or private placement.
For the Commission, by the Division of Investment
Management, pursuant to delegated authority.
Jonathan G. Katz
Secretary
<TABLE>
<CAPTION>
Entergy Corporation
Consolidating Income Statement
Twelve Months Ended March 31, 1997
(in thousands)
(Unaudited)
<S> <C>
Operating Revenues:
Electric $6,489,797
Natural gas 134,479
Steam products 54,654
Nonregulated and foreign energy-related businesses 931,357
----------
Total 7,610,287
==========
Operating Expenses:
Operation and maintenance:
Fuel, fuel-related expenses,
and gas purchased for resale 1,658,863
Purchased power 967,549
Nuclear refueling outage expenses 58,175
Other operation and maintenance 1,650,258
Depreciation and amortization 770,780
Decommissioning 53,630
Taxes other than income taxes 357,290
Rate deferrals (23,647)
Amortization of rate deferrals 408,853
---------
Total 5,901,751
=========
Operating Income 1,708,536
---------
Other Income:
Allowance for equity funds used during
construction 10,426
Write-off of River Bend rate deferrals -
Miscellaneous - net 144,198
--------
Total 154,624
--------
Interest and Other Charges:
Interest on long-term debt 687,179
Other interest - net 49,111
Dividends on preferred securities 8,969
Allowance for borrowed funds used during
construction (8,646)
Preferred dividend requirements of
subsidiaries and other 69,178
-------
Total 805,791
--------
Income Before Income taxes 1,057,369
Income Taxes 440,508
---------
Earnings Applicable to Common Stock $616,861
=========
Earnings Per Average Common Share $2.67
Average Number of Common Shares Outstanding 230,900,882
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31, 1997
(Unaudited)
(In Thousands)
Adjustments to Reflect Proposed Transaction
Before Transaction Adjustment As Adjusted
ASSETS
<S> <C> <C>
Current Assets:
Cash and cash equivalents:
Cash $125,027 $125,027
Temporary cash investments - at cost,
which approximates market 391,130 391,130
Special deposits 102,092 102,092
-------- --------
Total cash and cash equivalents 618,249 618,249
Notes receivable 9,524 9,524
Accounts receivable:
Customer (less allowance for doubtful
accounts of $26.4 million in 1997 and
$9.2 million in 1996) 562,916 562,916
Other 148,717 148,717
Accrued unbilled revenues 468,238 468,238
Deferred fuel 86,965 86,965
Fuel inventory 122,195 122,195
Materials and supplies - at average cost 375,985 375,985
Rate deferrals 411,483 411,483
Prepayments and other 190,884 190,884
--------- ---------
Total 2,995,156 2,995,156
--------- ---------
Other Property and Investments:
Decommissioning trust funds 375,933 375,933
Non-regulated investments 502,629 502,629
Other 78,417 78,417
-------- --------
Total 956,979 956,979
-------- --------
Utility Plant:
Electric 25,039,087 25,039,087
Plant acquisition adjustment -
Entergy Gulf States 451,359 451,359
Electric plant under leases 680,246 680,246
Property under capital leases - electric 143,857 143,857
Natural gas 175,093 175,093
Steam products 81,743 81,743
Construction work in progress 411,694 411,694
Nuclear fuel under capital leases 284,489 284,489
Nuclear fuel 58,030 58,030
Total 27,325,598 27,325,598
---------- ----------
Less - accumulated depreciation and
amortization 9,045,596 9,045,596
Utility plant - net 18,280,002 18,280,002
---------- ----------
Deferred Debits and Other Assets:
Regulatory assets:
Rate deferrals 321,517 321,517
SFAS 109 regulatory asset - net 1,194,590 1,194,590
Unamortized loss on reacquired debt 212,183 212,183
Other regulatory assets 436,340 436,340
Long-term receivables 211,524 211,524
CitiPower license -
(net of $3.8 million of amortization) 598,897 598,897
London Electricity license -
(net of $6.4 million of amortization) 1,541,414 1,541,414
Other 399,960 399,960
--------- ---------
Total 4,916,425 4,916,425
--------- ---------
TOTAL $27,148,562 $27,148,562
=========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31, 1997
(Unaudited)
(In Thousands)
Adjusments to Reflect Proposed Transaction
Before
Transaction Adjustments As Adjusted
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C>
Current Liabilities:
Currently maturing long-term debt $412,332 412,332
Notes payable 567,811 567,811
Accounts payable 511,661 511,661
Customer deposits 181,693 181,693
Taxes accrued 370,004 370,004
Accumulated deferred income taxes 47,248 47,248
Interest accrued 195,834 195,834
Dividends declared 5,486 5,486
Obligations under capital leases 152,077 152,077
Other 280,575 280,575
--------- ---------
Total 2,724,721 2,724,721
--------- ---------
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes 4,674,949 4,674,949
Accumulated deferred investment tax credits 602,793 602,793
Obligations under capital leases 277,012 277,012
Other 1,791,020 1,791,020
--------- ---------
Total 7,345,774 7,345,774
--------- ---------
Long-term debt 9,422,701 (250,000) 9,172,701
Subsidiaries' preferred stock with sinking fund 200,237 200,237
Subsidiary's preference stock 150,000 150,000
Company-obligated mandatorily redeemable preferred
securities of subsidiary trust holding
solely junior subordinated deferrable debentures 215,000 215,000
Subsidiary's preferred securities 250,000 250,000
Shareholders' Equity:
Subsidiaries' preferred stock without sinking fund 345,954 345,954
Common stock, $.01 par value, authorized
500,000,000 shares; issued 237,865,027 shares 2,378 2,378
Paid-in capital 4,410,325 4,410,325
Retained earnings 2,345,917 2,345,917
Cumulative foreign currency translation adjustment 20,966 20,966
Less - treasury stock (1,131,223 shares) 35,411 35,411
--------- ---------
Total 7,090,129 7,090,129
--------- ---------
TOTAL $27,148,562 $27,148,562
=========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY POWER UK plc AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
March 31, 1997
ASSETS
Adjustments to Reflect Proposed Transaction
Before Adjustment As
Transaction Adjusted
<S> <C> <C>
Current Assets:
Cash and cash equivalents:
Cash $17,104,794 17,104,794
Temporary cash investments - at cost
which approximates market 56,585,710 56,585,710
----------- ----------
Total cash and cash equivalents 73,690,504 73,690,504
Notes receivable 7,696,877 7,696,877
Accounts receivable:
Customer 254,097,670 254,097,670
Other 50,279,357 50,279,357
Accrued unbilled revenues 153,955,697 153,955,697
Materials and supplies - at average cost 1,983,447 1,983,447
Prepayments and other 72,848,969 72,848,969
----------- -----------
Total 614,552,521 614,552,521
----------- -----------
Other Property and Investments:
Non-regulated investments 14,991,468 14,991,468
----------- -----------
Total 14,991,468 14,991,468
----------- -----------
Utility Plant:
Electric 3,010,148,738 3,010,148,738
Construction work in progress 11,959,086 11,959,086
------------- -------------
Total 3,022,107,824 3,022,107,824
Less - accumulated depreciation
and amortization 813,332,506 813,332,506
------------- -------------
Utility plant - net 2,208,775,318 2,208,775,318
------------- -------------
Deferred Debits and Other Assets:
Distribution License (Net) 1,541,414,364 1,541,414,364
Other 10,678,097 10,678,097
------------- -------------
Total 1,552,092,461 1,552,092,461
------------- -------------
TOTAL $4,390,411,768 $4,390,411,768
============== ==============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY POWER UK plc AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
March 31, 1997
LIABILITIES AND CAPITALIZATION
Adjustments to Reflect Proposed Transaction
Before Transaction Adjustments As Adjusted
<S> <C> <C> <C>
Current Liabilities:
Notes payable $232,677,752 232,677,752
Accounts payable 306,706,706 306,706,706
Customer deposits 22,497,026 22,497,026
Taxes accrued 122,213,847 122,213,847
Interest accrued 20,674,892 20,674,892
Other 5,407,525 5,407,525
------------ ------------
Total 710,177,748 710,177,748
------------ ------------
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes 925,499,074 925,499,074
Other 253,299,301 253,299,301
------------ ------------
Total 1,178,798,375 1,178,798,375
------------- -------------
Capitalization:
Common stock 391,875,161 391,875,161
Retained earnings 15,639,304 15,639,304
Cumulative foreign currency
translation adjustment 2,459,962 2,459,962
------------ -----------
Total common
shareholders' equity 409,974,427 409,974,427
Minority interest in preferred securities 250,000,000 250,000,000
Long-term debt 2,091,461,218 (250,000,000) 1,841,461,218
------------- -------------
Total 2,501,435,645 2,501,435,645
------------- -------------
TOTAL $ 4,390,411,768 $4,390,411,768
=============== ==============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY POWER UK plc AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENT
for the period from October 9, 1996 (date of inception)
to March 31, 1997
<S> <C>
Operating Revenues $379,168,075
Operating Expenses 343,867,995
------------
Operating Income 35,300,080
------------
Other (Income) Expense:
Interest Expense 25,560,263
Interest Income (6,157,507)
Other Income - net (7,444,920)
-------------
Total 11,957,836
-------------
Income before taxes 23,342,244
Income Taxes 7,702,940
------------
Net Income $15,639,304
============
</TABLE>
<PAGE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000065984
<NAME> ENTERGY CORPORATION AND SUBSIDIARIES
<SUBSIDIARY>
<NUMBER> 023
<NAME> ENTERGY CORPORATION AND SUBSIDIARIES
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997
<PERIOD-END> MAR-31-1997 MAR-31-1997
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 18,280,002 18,280,002
<OTHER-PROPERTY-AND-INVEST> 956,979 956,979
<TOTAL-CURRENT-ASSETS> 2,995,156 2,995,156
<TOTAL-DEFERRED-CHARGES> 4,916,425 4,916,425
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 27,148,562 27,148,562
<COMMON> 2,378 2,378
<CAPITAL-SURPLUS-PAID-IN> 4,410,325 4,410,325
<RETAINED-EARNINGS> 2,345,917 2,345,917
<TOTAL-COMMON-STOCKHOLDERS-EQ> 7,090,129 7,090,129
200,237 200,237
345,954 345,954
<LONG-TERM-DEBT-NET> 9,422,701 9,172,701
<SHORT-TERM-NOTES> 567,811 567,811
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 412,332 412,332
0 0
<CAPITAL-LEASE-OBLIGATIONS> 277,012 277,012
<LEASES-CURRENT> 152,077 152,077
<OTHER-ITEMS-CAPITAL-AND-LIAB> 9,011,818 9,261,818
<TOT-CAPITALIZATION-AND-LIAB> 27,148,562 27,148,562
<GROSS-OPERATING-REVENUE> 7,610,287 7,610,287
<INCOME-TAX-EXPENSE> 440,508 440,508
<OTHER-OPERATING-EXPENSES> 5,901,751 5,901,751
<TOTAL-OPERATING-EXPENSES> 5,901,751 5,901,751
<OPERATING-INCOME-LOSS> 1,708,536 1,708,536
<OTHER-INCOME-NET> 154,624 154,624
<INCOME-BEFORE-INTEREST-EXPEN> 1,863,160 1,863,160
<TOTAL-INTEREST-EXPENSE> 805,791 805,791
<NET-INCOME> 686,039 686,039
69,178 69,178
<EARNINGS-AVAILABLE-FOR-COMM> 616,861 616,861
<COMMON-STOCK-DIVIDENDS> 0 0
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0001042730
<NAME> ENTERGY POWER UK PLC
<SUBSIDIARY>
<NUMBER> 036
<NAME> ENTERGY POWER UK PLC
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997
<PERIOD-END> MAR-31-1997 MAR-31-1997
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 2,208,775,318 2,208,775,318
<OTHER-PROPERTY-AND-INVEST> 14,991,468 14,991,468
<TOTAL-CURRENT-ASSETS> 614,552,521 614,552,521
<TOTAL-DEFERRED-CHARGES> 1,552,092,461 1,552,092,461
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 4,390,411,768 4,390,411,768
<COMMON> 391,875,161 391,875,161
<CAPITAL-SURPLUS-PAID-IN> 0 0
<RETAINED-EARNINGS> 15,639,304 15,639,304
<TOTAL-COMMON-STOCKHOLDERS-EQ> 409,974,427 409,974,427
0 0
0 0
<LONG-TERM-DEBT-NET> 2,091,461,218 1,841,461,218
<SHORT-TERM-NOTES> 232,677,752 232,677,752
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,658,758,333 1,908,758,333
<TOT-CAPITALIZATION-AND-LIAB> 4,390,411,768 4,390,411,768
<GROSS-OPERATING-REVENUE> 379,168,075 379,168,075
<INCOME-TAX-EXPENSE> 7,702,940 7,702,940
<OTHER-OPERATING-EXPENSES> 343,867,995 343,867,995
<TOTAL-OPERATING-EXPENSES> 343,867,995 343,867,995
<OPERATING-INCOME-LOSS> 35,300,080 35,300,080
<OTHER-INCOME-NET> 0 0
<INCOME-BEFORE-INTEREST-EXPEN> 35,300,080 35,300,080
<TOTAL-INTEREST-EXPENSE> 11,957,836 11,957,836
<NET-INCOME> 15,639,304 15,639,304
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 15,639,304 15,639,304
<COMMON-STOCK-DIVIDENDS> 0 0
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
