<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 11, 1997
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
ENTERGY LONDON CAPITAL, L.P.
ENTERGY POWER UK PLC (EXACT NAME OF REGISTRANT AS SPECIFIED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN PARTNERSHIP AGREEMENT)
IN ITS CHARTER)
DELAWARE
ENGLAND AND WALES (STATE OR OTHER JURISDICTION OF
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
INCORPORATION OR ORGANIZATION)
4911
4911 (PRIMARY STANDARD INDUSTRIAL
(PRIMARY STANDARD INDUSTRIAL CLASSIFICATION CODE NUMBER)
CLASSIFICATION CODE NUMBER)
TO BE APPLIED FOR
NOT APPLICABLE (I.R.S. EMPLOYER IDENTIFICATION
(I.R.S. EMPLOYER IDENTIFICATION NUMBER)
NUMBER)
639 LOYOLA AVENUE
TEMPLAR HOUSE NEW ORLEANS, LOUISIANA 70113
81-87 HIGH HOLBORN 504-576-4308
LONDON WC1V 6NU ENGLAND (ADDRESS, INCLUDING ZIP CODE, AND
011-44-171-242- 9050 TELEPHONE NUMBER, INCLUDING AREA CODE,
(ADDRESS, INCLUDING ZIP CODE, AND OF REGISTRANT'S PRINCIPAL EXECUTIVE
TELEPHONE NUMBER, INCLUDING AREA CODE, OFFICES)
OF REGISTRANT'S PRINCIPAL EXECUTIVE
OFFICES)
---------------
LAURENCE M. HAMRIC, ESQ. WILLIAM J. REGAN, JR.
DENISE C. REDMANN, ESQ. VICE PRESIDENT AND TREASURER
ENTERGY SERVICES, INC. ENTERGY SERVICES, INC.
639 LOYOLA AVENUE 639 LOYOLA AVENUE
NEW ORLEANS, LOUISIANA 70113 NEW ORLEANS, LOUISIANA 70113
504-576-2272 504-576-4308
RICHARD W. GODDEN, ESQ. KEVIN STACEY, ESQ.
LINKLATERS & PAINES REID & PRIEST LLP
BARRINGTON HOUSE 40 WEST 57TH STREET
59-67 GRESHAM STREET NEW YORK, NEW YORK 10019
LONDON EC2V 7JA ENGLAND 212-603-2144
011-44-171-606-7080
(NAMES, ADDRESSES, INCLUDING ZIP CODES, AND TELEPHONE NUMBERS, INCLUDING AREA
CODES, OF AGENTS FOR SERVICE)
---------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of the Registration Statement.
---------------
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF MAXIMUM AGGREGATE AMOUNT OF
SECURITIES BEING AMOUNT TO BE OFFERING PRICE OFFERING PRICE REGISTRATION
REGISTERED REGISTERED PER UNIT (1)(2) (1)(2) FEE(1)
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Entergy Power UK plc Ju-
nior Subordinated De-
ferrable Interest De-
bentures...............
- ----------------------------------------------------------------------------------
Entergy London Capital,
L.P. Preferred Securi-
ties...................
- ----------------------------------------------------------------------------------
Entergy Power UK plc
Guarantee with respect
to Entergy London Capi-
tal, L.P. Preferred Se-
curities and Entergy
Power UK plc obliga-
tions with respect to
such Preferred Securi-
ties under an Indenture
and an Amended and Re-
stated Limited Partner-
ship Agreement (3).....
- ----------------------------------------------------------------------------------
Total................. $300,000,000 100% $300,000,000 $90,909.10
</TABLE>
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- -------------------------------------------------------------------------------
<PAGE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457. The aggregate public offering price of the Preferred
Securities of Entergy London Capital, L.P. and the Junior Subordinated
Deferrable Interest Debentures of Entergy Power UK plc registered hereby
will not exceed $300,000,000.
(2) Exclusive of accrued interest and distributions, if any.
(3) Includes the rights of the holders of Entergy London Capital, L.P.'s
Preferred Securities under the Guarantee and certain back-up undertakings,
comprised of the obligations of Entergy Power UK plc to provide certain
indemnities in respect of, and pay and be responsible for certain costs,
expenses, debts and liabilities of, Entergy London Capital, L.P., in each
case as further described in this Registration Statement. The Guarantee,
when taken together with Entergy Power UK plc's obligations under the
Junior Subordinated Deferrable Interest Debentures, the Indenture, and the
Amended and Restated Limited Partnership Agreement of Entergy London
Capital, L.P. will effectively provide a full and unconditional guarantee,
on a subordinated basis, by Entergy Power UK plc of payments due on
Entergy London Capital, L.P.'s Preferred Securities. No separate
consideration will be received for the Guarantee or such back-up
obligations.
----------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
CROSS-REFERENCE SHEET
<TABLE>
<CAPTION>
ITEM AND CAPTION IN FORM S-1 CAPTION IN PROSPECTUS
---------------------------- ---------------------
<C> <S> <C>
1. Forepart of the Registration
Statement and Outside Front
Cover Page of Prospectus..... Outside Front Cover Page
2. Inside Front and Outside Back
Cover Pages of Prospectus.... Inside Front Cover Page; Back Cover Page
3. Summary Information, Risk
Factors and Ratio of Earnings
to Fixed Charges............. Summary; Summary Financial Data; Risk
Factors
4. Use of Proceeds............... Use of Proceeds
5. Determination of Offering
Price........................ Not Applicable
6. Dilution...................... Not Applicable
7. Selling Security Holders...... Not Applicable
8. Plan of Distribution.......... Underwriting
9. Description of Securities to
be Registered................ Description of the Preferred Securities;
Description of the Guarantee; Description
of the Perpetual Junior Subordinated
Debentures; Relationship Among the
Preferred Securities, the Perpetual Junior
Subordinated Debentures and the Guarantee
10. Interests of Named Experts and
Counsel...................... Experts; Legal Opinions
11. Information With Respect to
the Registrant............... Risk Factors; The Company; Capitalization;
Selected Financial Data; Management's
Discussion and Analysis of Financial
Condition and Results of Operations;
Business; The Electric Utility Industry in
Great Britain; Management; Certain
Relationships and Related Transactions;
Security Ownership; Consolidated Financial
Statements
12. Disclosure of Commission
Position on Indemnification
For Securities Act
Liabilities.................. Not Applicable
</TABLE>
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PRELIMINARY PROSPECTUS SHALL NOT CONSTITUTE AN OFFER +
+TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF +
+THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD +
+BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS +
+OF ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED AUGUST 11, 1997
12,000,000 PREFERRED SECURITIES
ENTERGY LONDON CAPITAL
% CUMULATIVE QUARTERLY INCOME PREFERRED SECURITIES, SERIES A (QUIPSSM)*
(LIQUIDATION PREFERENCE $25 PER PREFERRED SECURITY)
FULLY AND UNCONDITIONALLY GUARANTEED, AS SET FORTH HEREIN, BY
ENTERGY POWER UK PLC
-----------
The % Cumulative Quarterly Income Preferred Securities, Series A (the
"Preferred Securities"), offered hereby are being issued by, and represent
limited partner interests in, Entergy London Capital, L.P, a special purpose
limited partnership formed under the laws of the State of Delaware ("Entergy
London Capital"). Entergy London Capital was formed for the sole purpose of
issuing its limited partner interests and investing the proceeds thereof and
the capital contribution of Entergy Power UK plc, a public limited company
incorporated under the laws of England and Wales (the "Company") and the sole
General Partner of Entergy London Capital, in % Junior Subordinated
Deferrable Interest Debentures, Series A (the "Perpetual Junior Subordinated
Debentures") to be issued by the Company under the Indenture for Unsecured
Subordinated Debt Securities relating to Preferred Securities (the
"Indenture"), which will be qualified under and subject to the Trust Indenture
Act of 1939, as amended (the "Trust Indenture Act"). The Perpetual Junior
Subordinated Debentures will not have a stated maturity date, but will be
redeemable, at the option of the Company, as described herein. The limited
partner interests represented by the Preferred Securities will have a
preference with respect to cash distributions and amounts payable on
dissolution, redemption or otherwise over the General Partner's interest in
Entergy London Capital.
(Continued on next page)
-----------
SEE "RISK FACTORS" BEGINNING ON PAGE 17 HEREOF FOR CERTAIN INFORMATION
RELEVANT TO AN INVESTMENT IN THE PREFERRED SECURITIES.
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
-----------
<TABLE>
<CAPTION>
PROCEEDS TO
ENTERGY
INITIAL PUBLIC UNDERWRITING LONDON
OFFERING PRICE(1) COMMISSION(2) CAPITAL(3)(4)
----------------- ------------- -------------
<S> <C> <C> <C>
Per Preferred Security............ $25 (3) $25
Total............................. $300,000,000 (3) $300,000,000
</TABLE>
- -----
(1) Plus accumulated Distributions, if any, from the date of original issuance.
(2) Entergy London Capital and the Company have agreed to indemnify the several
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. See "Underwriting".
(3) In view of the fact that the proceeds of the sale of the Preferred
Securities will be used to purchase the Perpetual Junior Subordinated
Debentures, the Underwriting Agreement provides that the Company will pay
to the Underwriters, as compensation ("Underwriters' Compensation") for
arranging the investment therein of such proceeds, $ per Preferred
Security; provided, that such compensation will be $ per Preferred
Security sold to certain institutions. Accordingly, the maximum aggregate
amount of Underwriters' Compensation will be $ , but the
actual amount of Underwriters' Compensation will be less than such amount
to the extent that the Preferred Securities are sold to such institutions.
See "Underwriting".
(4) Expenses of the offering, which are payable by the Company, are estimated
to be $ .
-----------
The Preferred Securities offered hereby are offered severally by the
Underwriters, as specified herein, subject to receipt and acceptance by them
and subject to their right to reject any order in whole or in part. It is
expected that the Preferred Securities will be ready for delivery only in book-
entry form through the facilities of The Depository Trust Company ("DTC") in
New York, New York, on or about , 1997, against payment therefor in
immediately available funds.
- -----
*QUIPS is a servicemark of Goldman, Sachs & Co.
GOLDMAN, SACHS & CO.
-----------
The date of this Prospectus is , 1997.
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE PREFERRED
SECURITIES, INCLUDING OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING
TRANSACTIONS IN SUCH PREFERRED SECURITIES, AND THE IMPOSITION OF A PENALTY
BID, IN CONNECTION WITH THE OFFERING. FOR A DESCRIPTION OF THESE ACTIVITIES,
SEE "UNDERWRITING".
----------------
(Continued from previous page)
Holders of the Preferred Securities will be entitled to receive, to the
extent of funds held by Entergy London Capital and available therefor,
periodic cash distributions accumulating from the date of original issuance
and payable quarterly in arrears on March 31, June 30, September 30 and
December 31 of each year, commencing , 1997, at the rate of % per
annum of the liquidation preference of $25 per Preferred Security (the
"Distributions"). The Company has the right to defer indefinitely the payment
of interest on the Perpetual Junior Subordinated Debentures at any time or
from time to time. If interest payments on the Perpetual Junior Subordinated
Debentures are so deferred, Distributions on the Preferred Securities will
also be deferred. Until all deferred interest payments and interest thereon
have been paid in full, interest on the Perpetual Junior Subordinated
Debentures will continue to accrue (and the Preferred Securities will
accumulate additional Distributions thereon) at the rate of % per annum,
compounded quarterly, and the Company will not be permitted, subject to
certain exceptions set forth herein, to declare or pay any cash distributions
with respect to the Company's capital stock or debt securities that rank pari
passu with or junior to the Perpetual Junior Subordinated Debentures, make any
guarantee payments with respect to the foregoing, make any payments in respect
of any of its debt securities held by affiliates or make any loans or advances
to, or make payments on any guarantee of the debt of, any affiliate. See
"Description of the Perpetual Junior Subordinated Debentures--Option to Defer
Payment of Interest".
Under the terms of the Guarantee, the Partnership Agreement, the Indenture
(each as defined herein) and the Perpetual Junior Subordinated Debentures,
taken together, the Company has fully, irrevocably and unconditionally
guaranteed, on a subordinated basis, all of Entergy London Capital's
obligations under the Preferred Securities. The Guarantee guarantees the
payment of Distributions and payments on liquidation of Entergy London Capital
or redemption of the Preferred Securities, but only in each case to the extent
of funds held by Entergy London Capital and available therefor (the
"Guarantee"). If the Company does not make interest payments on the Perpetual
Junior Subordinated Debentures held by Entergy London Capital, Entergy London
Capital will have insufficient funds to pay Distributions on the Preferred
Securities. The Guarantee does not cover payment of Distributions when Entergy
London Capital does not have sufficient funds to pay such Distributions. See
"Description of the Guarantee". The obligations of the Company under the
Guarantee are subordinate and junior in right of payment to all Senior Debt
(as defined in "Description of the Perpetual Junior Subordinated Debentures--
Subordination") of the Company.
The Preferred Securities are subject to mandatory redemption, in whole or in
part, upon redemption of the Perpetual Junior Subordinated Debentures in an
amount equal to the amount of Perpetual Junior Subordinated Debentures being
redeemed at a redemption price equal to the aggregate liquidation preference
of such Preferred Securities plus accumulated and unpaid Distributions thereon
to the date of redemption (the "Redemption Price"). See "Description of the
Preferred Securities--Redemptions". The Perpetual Junior Subordinated
Debentures are redeemable at the option of the Company (i) on or after
, 2002, in whole at any time or in part from time to time,
at a redemption price equal to the accrued and unpaid interest on the
Perpetual Junior Subordinated Debentures so redeemed to the date fixed for
redemption plus 100% of the principal amount thereof (the "Debentures
Redemption Price"), (ii) at any time, in whole (but not in part), upon the
occurrence and continuation of a Special Event (as defined herein), at the
2
<PAGE>
Debentures Redemption Price, or (iii) at any time, in whole (but not in part),
in the event that the Company has or will become obligated to pay Additional
Amounts (as defined herein), at the Debentures Redemption Price. See
"Description of the Perpetual Junior Subordinated Debentures--Redemption" and
"--Optional Tax Redemption".
At any time, whether or not a Special Event has occurred, the Company will
have the right to dissolve Entergy London Capital and, after satisfaction of
liabilities to creditors of Entergy London Capital, if any, as provided by
applicable law, cause the Perpetual Junior Subordinated Debentures to be
distributed to the holders of the Preferred Securities in liquidation of
Entergy London Capital. See "Description of the Preferred Securities--
Redemptions--Special Event Redemption or Distribution of Perpetual Junior
Subordinated Debentures".
The Perpetual Junior Subordinated Debentures are subordinate and junior in
right of payment to all Senior Debt of the Company. As of March 31, 1997, the
Company had approximately (Pounds)945 million ($1.54 billion) of Senior Debt
outstanding. The terms of the Perpetual Junior Subordinated Debentures place
no limitation on the amount of Senior Debt that may be incurred by the
Company. In addition, the Company's obligations under the Guarantee and the
Perpetual Junior Subordinated Debentures will be effectively subordinated to
all existing and future liabilities of its subsidiaries, including London
Electricity plc ("London Electricity"). See "Risk Factors" and "Description of
the Perpetual Junior Subordinated Debentures--Subordination".
In the event of the dissolution and liquidation of Entergy London Capital,
after satisfaction of liabilities to creditors of Entergy London Capital, if
any, as provided by applicable law, the holders of the Preferred Securities
will be entitled to receive a liquidation preference of $25 per Preferred
Security plus accumulated and unpaid Distributions thereon to the date of
payment, which liquidation preference may be in the form of a distribution of
a Like Amount (as defined herein) of Perpetual Junior Subordinated Debentures
in certain circumstances. See "Description of the Preferred Securities--
Liquidation Distribution Upon Dissolution".
Application will be made to list the Preferred Securities on the New York
Stock Exchange (the "NYSE") and to list the Perpetual Junior Subordinated
Debentures on the Luxembourg Stock Exchange. If the Perpetual Junior
Subordinated Debentures are distributed to the holders of the Preferred
Securities upon the liquidation of Entergy London Capital, the Company will
use its best efforts to also list the Perpetual Junior Subordinated Debentures
on the NYSE or such other stock exchanges or other organizations, if any, on
which the Preferred Securities are then listed.
The Preferred Securities will be represented by global certificates
registered in the name of a nominee of DTC. Beneficial interests in the
Preferred Securities will be shown on, and transfers thereof will be effected
only through, records maintained by Participants (as defined herein) in DTC.
Except as described under "Description of the Preferred Securities--Book-Entry
Issuance", Preferred Securities in registered certificated form will not be
issued in exchange for the global certificates.
3
<PAGE>
AVAILABLE INFORMATION
Following this offering, the Company will be subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith will file reports and other information
with the Securities and Exchange Commission (the "Commission"). Such reports
and other information may be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's regional offices at 7 World
Trade Center, 13th Floor, Suite 1300, New York, New York 10048 and Suite 1400,
Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661. Copies of
such material may also be obtained by mail from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. The Commission maintains a Web site that contains reports,
proxy and information statements and other information regarding registrants,
including the Company, that file electronically with the Commission
(http://www.sec.gov).
The Company and Entergy London Capital have filed with the Commission a
registration statement on Form S-1 (herein, together with all amendments and
exhibits thereto, referred to as the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act'). This Prospectus
does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information, reference is hereby
made to the Registration Statement.
No separate financial statements of Entergy London Capital have been
included herein. The Company and Entergy London Capital do not consider that
such financial statements would be material to holders of the Preferred
Securities because Entergy London Capital is a newly formed special purpose
entity, has no operating history or independent operations and is not engaged
in and does not propose to engage in any activity other than holding as assets
the Perpetual Junior Subordinated Debentures, issuing the Preferred Securities
and engaging in other activities as are necessary, advisable or incidental
thereto. See "Entergy London Capital", "Description of the Preferred
Securities", "Description of the Perpetual Junior Subordinated Debentures",
and "Description of the Guarantee". In addition, the Company does not expect
that Entergy London Capital will file reports, proxy statements and other
information under the Exchange Act with the Commission.
ENFORCEABILITY OF CIVIL LIABILITIES
The Company is a public limited company incorporated under the laws of
England and Wales. Substantially all the assets of the Company are located
outside the United States of America (the "US"). As a result, it may not be
possible for investors to effect service of process within the US upon the
Company or to enforce against it judgments of US courts predicated upon civil
liabilities under US Federal securities laws. There is doubt as to the
enforceability in England and Wales, in original actions or in actions for
enforcement of judgments of US courts, of civil liabilities predicated upon US
Federal securities laws.
The Partnership Agreement and the Preferred Securities will be governed by,
and construed in accordance with, the laws of the State of Delaware. The
Guarantee, the Indenture and the Perpetual Junior Subordinated Debentures will
be governed by, and will be construed in accordance with, the laws of the
State of New York. The Company has submitted to the non-exclusive jurisdiction
of the Supreme Court of New York, New York County and the United States
District Court for the Southern District of New York and any appellate court
from either thereof for any suit, legal action or proceeding against the
Company or its properties, asset or revenues with respect to its obligations,
liabilities or any other matter arising out of or in connection with the
Guarantee, the Indenture and the
4
<PAGE>
Perpetual Junior Subordinated Debentures. See "Description of the Perpetual
Junior Subordinated Debentures--Governing Law; Submission to Jurisdiction".
The Company accepts responsibility for the information contained in this
document. To the best knowledge and belief of the Company (which has taken all
reasonable care to ensure that such is the case) the information contained in
this document is in accordance with the facts and does not omit anything
likely to affect the import of such information.
PRESENTATION OF CURRENCY AND FINANCIAL INFORMATION
The Company will publish its consolidated financial statements in pounds
sterling. In this Prospectus, references to "pounds sterling" or "(Pounds)"
are to currency of the United Kingdom ("UK") and references to "US dollars",
"US$" or "$" are to US currency. As used herein, "US GAAP" means US generally
accepted accounting principles, and "UK GAAP" means UK generally accepted
accounting principles. For the convenience of the reader, this Prospectus
contains translations of certain pounds sterling amounts into US dollars at
specified rates, or, if not so specified, the noon buying rate in New York
City for cable transfers in pounds sterling as certified for customs purposes
by the Federal Reserve Bank of New York (the "Noon Buying Rate") on July 31,
1997 of $1.632 = (Pounds)1.00. No representation is made that the pounds
sterling amounts have been, could have been or could be converted into US
dollars at the rates indicated or at any other rates. See "Exchange Rates" for
historical information regarding Noon Buying Rates.
UK SELLING RESTRICTIONS
There are restrictions on the offer and sale of the Preferred Securities in
the UK. All applicable provisions of the Financial Services Act 1986 and the
Public Offers of Securities Regulations 1995 with respect to anything done by
any person in relation to the Preferred Securities, in, from or otherwise
involving the UK must be complied with. See "Underwriting".
FORWARD LOOKING STATEMENTS
Certain statements in this Prospectus under the captions "Summary", "Risk
Factors", "Management's Discussion and Analysis of Financial Condition and
Results of Operations", "Business", "The Electric Utility Industry in Great
Britain" and elsewhere constitute forward looking statements. Such forward
looking statements involve known and unknown risks, uncertainties and other
important factors that could cause the actual results, performance or
achievements of the Company or any of its subsidiaries, including London
Electricity, or industry results, to differ materially from any future
results, performance or achievements expressed or implied by such forward
looking statements. Such risks, uncertainties and other important factors
include, among others: general economic and business conditions in the UK, the
London metropolitan area, London Electricity's franchise area and elsewhere;
currency fluctuations; governmental, statutory, regulatory or administrative
initiatives affecting the Company, London Electricity or the UK electric
utility industry; general industry trends; competition; power costs and
availability; changes in business strategy, development plans or vendor
relationships; availability, terms and deployment of capital; availability of
qualified personnel; changes in, or the failure or inability to comply with,
governmental regulation, including, without limitation, environmental
regulations; and other factors referenced in this Prospectus. These forward
looking statements speak only as of the date of this Prospectus. The Company
disclaims any obligation or undertaking to disseminate any updates or
revisions to any forward looking statement contained herein to reflect any
change in the Company's expectations with regard thereto after the date hereof
or any change in events, conditions or circumstances on which any such
statement is based.
5
<PAGE>
SUMMARY
The following summary is qualified in its entirety by, and should be read in
conjunction with, the more detailed financial and other information contained
elsewhere in this Prospectus.
THE COMPANY
The Company owns all of the outstanding shares of London Electricity, one of
the twelve regional electricity companies ("RECs") in England and Wales. London
Electricity is the Company's sole significant asset. All of the Company's
outstanding shares are owned indirectly by Entergy Corporation ("Entergy", and,
together with its subsidiaries, the "Entergy Company system"), a US holding
company engaged in regulated electric power activities in the US and
competitive electric power and energy activities internationally and throughout
the US Entergy, through the Company, gained effective control of London
Electricity in February 1997.
LONDON ELECTRICITY
London Electricity's principal businesses are the distribution and supply of
electricity to approximately 2 million customers in the London metropolitan
area. London Electricity's franchise area has a resident population of
approximately 4 million and covers approximately 257 square miles (the
"Franchise Area"). The Franchise Area generally consists of the metropolitan
London area and includes commercial, domestic and industrial customers. The
operations of London Electricity are regulated under its Public Electricity
Supply license (the "PES license").
London Electricity's primary business is its distribution business, which in
Pro Forma Fiscal Year 1997 (as defined herein) produced operating income of
(Pounds)92 million ($150 million). Substantially all of the distribution
business is a regulated monopoly. London Electricity's supply business in Pro
Forma Fiscal Year 1997 generated (Pounds)6 million ($10 million) in operating
income. Together these businesses produced substantially all of London
Electricity's operating income of (Pounds)112 million ($183 million) in Pro
Forma Fiscal Year 1997.
London Electricity owns, manages and operates the electricity distribution
network within its Franchise Area. The primary activity of the distribution
business is the receipt of electricity from the national grid transmission
system (the "Grid") and its distribution to end users connected to London
Electricity's power lines. Virtually all electricity supplied (whether by
London Electricity's supply business or by any other suppliers) to consumers
within London Electricity's Franchise Area is transported through London
Electricity's distribution network.
London Electricity's supply business consists of selling electricity to end
users, purchasing such electricity and arranging for its distribution to those
end users. London Electricity has an exclusive right to supply electricity to
customers in its Franchise Area who have demand of not more than 100kW. This
exclusive right will continue until April 1, 1998, when the supply market for
these customers will become competitive over a six month phase-in period. The
supply business to consumers with demand of 100kW and above, both inside and
outside of London Electricity's Franchise Area, is open to competition.
London Electricity, through subsidiaries, also conducts ancillary business
activities, including the ownership and operation of private distribution
networks, power generation and retail gas supply.
6
<PAGE>
ENTERGY LONDON CAPITAL
Entergy London Capital is a newly formed special purpose limited partnership
formed under the Delaware Revised Uniform Limited Partnership Act (the
"Delaware Act"). The Company is the sole general partner (the "General
Partner") in Entergy London Capital. Upon issuance of the Preferred Securities,
which securities represent limited partner interests in Entergy London Capital,
the registered holders thereof will become limited partners in Entergy London
Capital. The General Partner has agreed to contribute capital to the extent
required to maintain its capital at 1% of all capital of Entergy London
Capital. All of Entergy London Capital's business and affairs will be conducted
by the General Partner. Entergy London Capital was formed for the sole purpose
of issuing limited partner interests in the form of the Preferred Securities
and investing the proceeds thereof and the capital contributed by the General
Partner in the Perpetual Junior Subordinated Debentures.
THE OFFERING
As used herein, (i) the term "Indenture" means the Indenture for Unsecured
Subordinated Debt Securities relating to Preferred Securities, as the same may
be amended and supplemented from time to time, between the Company and The Bank
of New York, as Debenture Trustee (the "Debenture Trustee"), pursuant to which
the Perpetual Junior Subordinated Debentures will be issued, and (ii) the term
"Partnership Agreement" means the Amended and Restated Limited Partnership
Agreement, among the Company, as General Partner, and the holders, from time to
time, of the Preferred Securities. Each of the other capitalized terms used in
this Prospectus and not otherwise defined has the meaning set forth in the
Indenture or the Partnership Agreement, as the case may be.
Securities Offered.................. % Cumulative Quarterly Income
Preferred Securities, Series A
(QUIPSSM)* (liquidation preference $25
per preferred security).
Offering Price...................... $25 per Preferred Security.
Distribution Dates.................. March 31, June 30, September 30 and
December 31 of each year, commencing
, 1997.
Deferral of Interest Payments....... The Company has the right to defer
indefinitely the payment of interest on
the Perpetual Junior Subordinated
Debentures at any time or from time to
time. If interest payments on the
Perpetual Junior Subordinated
Debentures are so deferred,
Distributions on the Preferred
Securities will also be deferred. See
"Description of the Perpetual Junior
Subordinated Debentures--Option to
Defer Payment of Interest".
No Stated Maturity.................. The Perpetual Junior Subordinated
Debentures will not have a stated
maturity.
- --------
* QUIPS is a servicemark of Goldman, Sachs & Co.
7
<PAGE>
Ranking............................. The limited partner interests
represented by the Preferred Securities
will have a preference with respect to
cash distributions and amounts payable
on dissolution, redemption or otherwise
over the General Partner's interest in
Entergy London Capital. The Company's
obligations under the Perpetual Junior
Subordinated Debentures and the
Guarantee will constitute unsecured
obligations of the Company and will be
subordinate and junior in right of
payment to all Senior Debt of the
Company to the extent and in the manner
set forth in the Indenture. See
"Description of the Perpetual Junior
Subordinated Debentures--Subordination"
and "Description of the Guarantee".
Redemption.......................... The Preferred Securities will be
subject to mandatory redemption, in
whole or in part, upon redemption of
the Perpetual Junior Subordinated
Debentures in an amount equal to the
amount of Perpetual Junior Subordinated
Debentures being redeemed at the
Redemption Price. The Perpetual Junior
Subordinated Debentures are redeemable
at the option of the Company (i) on or
after , 2002, in whole at
any time or in part from time to time,
(ii) at any time, in whole (but not in
part), upon the occurrence and
continuation of a Special Event, or
(iii) at any time, in whole (but not in
part), in the event that the Company
has or will become obligated to pay
Additional Amounts, in each case at the
Debentures Redemption Price. See
"Description of the Preferred
Securities--Redemptions--Mandatory
Redemption", "--Optional Redemption of
Perpetual Junior Subordinated
Debentures" and "--Special Event
Redemption or Distribution of Perpetual
Junior Subordinated Debentures".
Distribution of Perpetual Junior
Subordinated Debentures............ The Company will have the right at any
time, whether or not a Special Event
has occurred, to dissolve Entergy
London Capital and, after satisfaction
of liabilities to creditors, if any, of
Entergy London Capital, cause the
Perpetual Junior Subordinated
Debentures to be distributed to the
holders of the Preferred Securities in
liquidation of Entergy London Capital.
See "Description of the Preferred
Securities--Redemptions--Special Event
Redemption or Distribution of Perpetual
Junior Subordinated Debentures".
8
<PAGE>
Withholding Tax..................... Payments in respect of the Perpetual
Junior Subordinated Debentures and,
therefore, the Preferred Securities
will be made free and clear of any
present or future UK withholding and
other deductions existing in the UK,
except as set forth under "Description
of the Perpetual Junior Subordinated
Debentures--Additional Amounts".
Subject to certain exceptions, the
Company will pay such additional
amounts (the "Additional Amounts") as
will result in receipt by the holder of
the Perpetual Junior Subordinated
Debentures and, therefore, the holders
of the Preferred Securities of such
amounts as would have been received by
it had no such withholding or deduction
been required. See "Description of the
Perpetual Junior Subordinated
Debentures--Additional Amounts".
Listing............................. Application will be made to list the
Preferred Securities on the NYSE and to
list the Perpetual Junior Subordinated
Debentures on the Luxembourg Stock
Exchange. If the Perpetual Junior
Subordinated Debentures are distributed
to the holders of the Preferred
Securities upon the liquidation of
Entergy London Capital, the Company
will use its best efforts to also list
the Perpetual Junior Subordinated
Debentures on the NYSE, or such other
stock exchanges or other organizations,
if any, on which the Preferred
Securities are then listed.
Use of Proceeds..................... The proceeds to Entergy London Capital
from the sale of the Preferred
Securities will be invested by Entergy
London Capital in the Perpetual Junior
Subordinated Debentures to be issued by
the Company to Entergy London Capital.
The Company intends to use the net
proceeds from such investment to repay
a portion of indebtedness incurred in
connection with the acquisition of
London Electricity. See "Use of
Proceeds" and "Capitalization".
Governing Law....................... The Partnership Agreement and the
Preferred Securities will be governed
by, and construed in accordance with,
the laws of the State of Delaware. The
Guarantee, the Indenture and the
Perpetual Junior Subordinated
Debentures will be governed by, and
construed in accordance with, the laws
of the State of New York.
9
<PAGE>
SUMMARY FINANCIAL INFORMATION
The following tables set forth summary consolidated financial data for
Entergy Power UK plc (the "Successor Company" or the "Company") and London
Electricity (the "Predecessor Company"). For a description of the financial
statements and records from which the following financial data have been
derived, see "Selected Financial Data". This information should be read in
conjunction with "Capitalization", "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the consolidated financial
statements and notes thereto of the Successor Company and the Predecessor
Company included elsewhere in this Prospectus. All references to a fiscal year
mean a year ended March 31.
The unaudited pro forma condensed consolidated income statement and other
data presented below for fiscal year 1997 reflect the acquisition by the
Company of London Electricity as if it had occurred as of April 1, 1996 ("Pro
Forma Fiscal Year 1997"). Such unaudited pro forma condensed consolidated
income statement and other data have been prepared by the Successor Company
based upon assumptions deemed proper by it and reflect a preliminary allocation
of the purchase price paid for the Predecessor Company. The unaudited pro forma
condensed consolidated income statement and other data presented herein are
shown for illustrative purposes only and are not necessarily indicative of the
future results of operations of the Successor Company or of the results of
operations of the Successor Company that would have actually occurred had the
transaction occurred as of April 1, 1996. This information should be read in
conjunction with the unaudited pro forma condensed consolidated statement of
income and notes thereto of the Successor Company included elsewhere in this
Prospectus.
10
<PAGE>
PREDECESSOR COMPANY
UK GAAP (1)
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
-----------------------------------------------------------
1993 1994 1995 1996
------------- ------------- -------------- -------------
(AMOUNTS IN MILLIONS)
<S> <C> <C> <C> <C>
CONSOLIDATED INCOME
STATEMENT DATA:
Turnover.............. (Pounds)1,367 (Pounds)1,309 (Pounds) 1,209 (Pounds)1,188
Operating costs....... ( 1,215) (1,137) (1,046) (1,115)
------------- ------------- -------------- -------------
Operating profit...... 152 172 163 73
Exceptional item(2)... (20) -- (10) 66
Other income(3)....... 18 20 21 142
Interest, net......... (4) (5) (1) (5)
Tax on profit......... (38) (45) (23) (89)
------------- ------------- -------------- -------------
Profit for financial
period............... (Pounds)108 (Pounds)142 (Pounds)150 (Pounds)187
============= ============= ============== =============
<CAPTION>
MARCH 31,
-----------------------------------------------------------
1993 1994 1995 1996
------------- ------------- -------------- -------------
(AMOUNTS IN MILLIONS)
<S> <C> <C> <C> <C>
CONSOLIDATED BALANCE
SHEET DATA:
Fixed assets.......... (Pounds)709 (Pounds)769 (Pounds)823 (Pounds)794
Current assets........ 291 453 338 455
Creditors: Amounts
falling due within
one year............. (263) (265) (343) (485)
------------- ------------- -------------- -------------
Total assets less
current liabilities.. 737 957 818 764
Creditors: Amounts
falling due in more
than
one year............. (73) (190) (115) (211)
Provisions for
liabilities and
charges.............. (42) (50) (45) (53)
------------- ------------- -------------- -------------
Total shareholders'
funds................ (Pounds)622 (Pounds)717 (Pounds)658 (Pounds)500
============= ============= ============== =============
<CAPTION>
YEAR ENDED MARCH 31,
-----------------------------------------------------------
1993 1994 1995 1996
------------- ------------- -------------- -------------
(AMOUNTS IN MILLIONS, EXCEPT RATIOS)
<S> <C> <C> <C> <C>
OTHER CONSOLIDATED DATA:
EBIT(4)............... (Pounds)157 (Pounds)205 (Pounds)187 (Pounds)293
EBITDA(5)............. 189 240 225 334
Cash flow from
operations(6)........ 251 299 155 103
Ratio of earnings to
fixed charges(7)..... 11 10 12 15
</TABLE>
11
<PAGE>
PREDECESSOR COMPANY
US GAAP(1)
<TABLE>
<CAPTION>
PERIOD FROM
YEAR ENDED MARCH 31, APRIL 1, 1996 TO
-------------------- JANUARY 31,
1995 1996 1997(8)
------------- --------------------- ----------------
(AMOUNTS IN MILLIONS)
<S> <C> <C> <C> <C>
CONSOLIDATED INCOME
STATEMENT DATA:
Operating revenues.... (Pounds)1,209 (Pounds)1,188 (Pounds)1,116
Operating income...... 166 102 107
National Grid
transaction.......... -- 450 --
Interest expense, net. (1) (5) (17)
Other, net............ 22 22 4
Provision for income
taxes................ (57) (110) (32)
------------- ------------- -------------
Income before
extraordinary item... 130 459 62
Extraordinary item.... (9) -- --
------------- ------------- -------------
Net income............ (Pounds) 121 (Pounds) 459 (Pounds) 62
============= ============= =============
<CAPTION>
MARCH 31, 1996
---------------------
(AMOUNTS IN MILLIONS)
<S> <C> <C> <C> <C>
CONSOLIDATED BALANCE
SHEET DATA:
Property, plant and
equipment, net....... (Pounds) 701
Total assets.......... 1,349
Total stockholder's
equity............... 448
Long-term debt........ 198
Short-term debt....... 96
<CAPTION>
PERIOD FROM
YEAR ENDED MARCH 31, APRIL 1, 1996 TO
-------------------- JANUARY 31,
1995 1996 1997(8)
------------- --------------------- ----------------
(AMOUNTS IN MILLIONS, EXCEPT RATIOS)
<S> <C> <C> <C> <C>
OTHER CONSOLIDATED DATA:
EBIT(4)............... (Pounds) 201 (Pounds) 586 (Pounds) 120
EBITDA(5)............. 241 628 159
Cash flow from
operations........... 123 191 102
Ratio of earnings to
fixed charges(7)..... 12.1 30.0 4.3
</TABLE>
12
<PAGE>
BUSINESS SEGMENTS
PREDECESSOR COMPANY
UK GAAP(1)
<TABLE>
<S> <C> <C> <C> <C>
<CAPTION>
YEAR ENDED MARCH 31,
----------------------------------------------------------
1993 1994 1995 1996
------------- ------------- ------------- -------------
(AMOUNTS IN MILLIONS)
<S> <C> <C> <C> <C>
TURNOVER:
Electricity
distribution......... (Pounds) 361 (Pounds) 367 (Pounds) 379 (Pounds) 357
Electricity supply.... 1,266 1,228 1,114 1,189
National Grid
transaction.......... -- -- -- (91)
Other................. 86 51 44 59
Intra-business(9)..... (346) (337) (328) (326)
------------- ------------- ------------- -------------
Total............... (Pounds)1,367 (Pounds)1,309 (Pounds)1,209 (Pounds)1,188
============= ============= ============= =============
OPERATING PROFIT (LOSS):
Electricity
distribution......... (Pounds) 152 (Pounds) 154 (Pounds) 136 (Pounds) 148
Electricity supply.... 7 6 14 9
National Grid
transaction.......... -- -- -- (97)
Other................. (7) 12 13 15
Intra-business(9)..... -- -- -- (2)
------------- ------------- ------------- -------------
Total............... (Pounds) 152 (Pounds) 172 (Pounds) 163 (Pounds) 73
============= ============= ============= =============
</TABLE>
13
<PAGE>
BUSINESS SEGMENTS
PREDECESSOR COMPANY
US GAAP(1)
<TABLE>
<CAPTION>
PERIOD FROM
APRIL 1, 1996
YEAR ENDED MARCH 31, TO
---------------------------- JANUARY 31,
1995 1996 1997
------------- ------------- -------------
(AMOUNTS IN MILLIONS)
<S> <C> <C> <C>
OPERATING REVENUE:
Electricity distribution......... (Pounds) 379 (Pounds) 357 (Pounds) 275
Electricity supply............... 1,114 1,098 1,051
Other............................ 44 59 68
Intra-business(9)................ (328) (326) (278)
------------- ------------- -------------
Total.......................... (Pounds)1,209 (Pounds)1,188 (Pounds)1,116
============= ============= =============
OPERATING INCOME:
Electricity distribution......... (Pounds) 141 (Pounds) 158 (Pounds) 101
Electricity supply............... 11 (70) (1)
Other............................ 14 16 7
Intra-business(9)................ -- (2) --
------------- ------------- -------------
Total.......................... (Pounds) 166 (Pounds) 102 (Pounds) 107
============= ============= =============
</TABLE>
14
<PAGE>
SUCCESSOR COMPANY
US GAAP(1)
<TABLE>
<CAPTION>
PERIOD FROM PRO FORMA SIX MONTHS
INCEPTION FISCAL YEAR ENDED ENDED
(OCTOBER 9, 1996) TO MARCH 31, 1997 SEPTEMBER 30, 1997
MARCH 31, 1997(8) (UNAUDITED)(10) (UNAUDITED)(12)
--------------------- --------------------- ----------------------
(Pounds) $(11) (Pounds) $(11) (Pounds) $(11)
------------- ------ ------------- ------ -------------- -------
(AMOUNTS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
CONSOLIDATED INCOME
STATEMENT DATA:
Operating revenues.... (Pounds) 234 $ 381 (Pounds)1,350 $2,203 (Pounds) $
Operating income...... 32 52 112 183
Interest expense, net. (13) (21) (93) (152)
Other, net............ (6) (10) 5 9
Provision for income
taxes................ (5) (7) (8) (13)
------------- ------ ------------- ------ -------------- -------
Net income............ (Pounds) 8 $ 14 (Pounds) 16 $ 27 (Pounds) $
============= ====== ============= ====== ============== =======
<CAPTION>
SEPTEMBER 30, 1997
MARCH 31, 1997 (UNAUDITED)(12)
--------------------- ----------------------
(Pounds) $(11) (Pounds) $(11)
------------- ------ -------------- -------
(AMOUNTS IN MILLIONS) (AMOUNTS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
CONSOLIDATED BALANCE
SHEET DATA:
Property, plant and
equipment, net....... (Pounds)1,266 $2,066 (Pounds) $
Total assets.......... 2,669 4,355
Total stockholder's
equity............... 248 405
Long-term debt........ 1,143 1,865
Short-term debt....... 162 264
<CAPTION>
PERIOD FROM PRO FORMA SIX MONTHS
INCEPTION FISCAL YEAR ENDED ENDED
(OCTOBER 9, 1996) TO MARCH 31, 1997 SEPTEMBER 30, 1997
MARCH 31, 1997(8) (UNAUDITED)(10) (UNAUDITED)(12)
--------------------- --------------------- ----------------------
(Pounds) $(11) (Pounds) $(11) (Pounds) $(11)
------------- ------ ------------- ------ -------------- -------
(AMOUNTS IN MILLIONS, EXCEPT RATIOS)
<S> <C> <C> <C> <C> <C> <C>
OTHER CONSOLIDATED DATA:
EBIT(4)............... (Pounds) 34 $ 55 (Pounds) 135 $ 220 (Pounds) $
EBITDA(5)............. 42 69 215 351
Cash flow from
operations........... 64 104
Ratio of earnings to
fixed charges(7)..... 1.6 1.6 1.2 1.2
</TABLE>
15
<PAGE>
BUSINESS SEGMENTS
SUCCESSOR COMPANY
US GAAP(1)
<TABLE>
<CAPTION>
PERIOD FROM INCEPTION PRO FORMA FISCAL YEAR SIX MONTHS ENDED
OCTOBER 9, 1996 ENDED MARCH 31, 1997 SEPTEMBER 30, 1997
TO MARCH 31, 1997(8) (UNAUDITED)(10) (UNAUDITED)
------------------------------------------------------------------------
(Pounds) $(11) (Pounds) $(11) (Pounds) $(11)
-------------- ----------------------- ----------------------- -------
(AMOUNTS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
OPERATING REVENUE:
Electricity
distribution......... (Pounds) 61 $ 99 (Pounds) 336 $ 548 (Pounds) $
Electricity supply.... 213 347 1,265 2,065
Other................. 11 18 78 127
Intra-business(9)..... (51) (83) (329) (537)
-------------- ------- -------------- -------
Total............... (Pounds) 234 $ 381 (Pounds) 1,350 $ 2,203
============== ======= ============== =======
OPERATING INCOME:
Electricity
distribution......... (Pounds) 18 $ 29 (Pounds) 92 $ 150 (Pounds) $
Electricity supply.... 7 11 6 10
Other................. 7 12 14 23
-------------- ------- -------------- -------
Total............... (Pounds) 32 $ 52 (Pounds) 112 $ 183
============== ======= ============== =======
<CAPTION>
SEPTEMBER 30, 1997
MARCH 31, 1997 (UNAUDITED)
------------------------- ----------------------
(Pounds) $(11) (Pounds) $(11)
-------------- --------- -------------- -------
(AMOUNTS IN MILLIONS) (AMOUNTS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
ASSETS(13):
Electricity
distribution......... (Pounds) 1,766 $ 2,882 (Pounds) $
Electricity supply.... 544 888
Other................. 359 585
-------------- -------
Total............... (Pounds)2,669 $ 4,355
============== =======
</TABLE>
- -------
(1) The financial data for the Predecessor Company were derived from financial
statements for the Predecessor Company prepared in accordance with UK GAAP
and US GAAP. The principal differences between the Predecessor Company's
US GAAP and UK GAAP financial statements relate to the treatment of
goodwill, pension costs and deferred taxes and the timing of recognition
of restructuring charges and dividend accruals.
(2) Exceptional items recorded in 1993, 1995 and 1996 were caused primarily by
the following:
1993--Withdrawal from the electrical products retailing business (write-
down of fixed asset and stock values, and provisions for losses and further
costs expected until completely closed)
1995--Restructuring charges recorded for the regulated electricity business
1996--London Electricity's distribution of its ownership interest in The
National Grid Group plc ("NGG") to its shareholders and related
transactions
(3) Other income in 1996 includes (Pounds)144 million of income from London
Electricity's investment in NGG.
(4) EBIT equals income from continuing operations before the sum of interest
expense and income taxes. This information is provided for informational
purposes only and such measure should not be construed as an alternative
to operating income (as determined in accordance with US GAAP) as an
indicator of operating performance, or as an alternative to cash flows
from operating activities (as determined in accordance with US GAAP) as a
measure of liquidity.
(5) EBITDA equals income from continuing operations before the sum of interest
expense, income taxes, depreciation and amortization. This information is
provided for informational purposes only and such measure should not be
construed as an alternative to operating income (as determined in
accordance with US GAAP) as an indicator of operating performance, or as
an alternative to cash flows from operating activities (as determined in
accordance with US GAAP) as a measure of liquidity.
(6) Cash flow from operations increased in fiscal year 1994 primarily as a
result of customers who paid bills in advance in order to avoid paying
value added taxes which were introduced by the British government.
(7) The ratio of earnings to fixed charges is computed as the sum of pretax
income from continuing operations plus fixed charges divided by fixed
charges. Fixed charges consist of interest expense and the estimated
interest portion of rent expense.
(8) In February 1997, the Successor Company obtained effective control of the
Predecessor Company pursuant to the Successor Company's offer to acquire
the Predecessor Company.
(9) Intra-business eliminations consist primarily of intra-business
transactions between the distribution business and the supply business and
intercompany transactions between ancillary support businesses. Pursuant
to the UK regulatory framework, London Electricity's distribution of
electricity to its supply customers within its own Franchise Area is
billed to London Electricity's supply business, which in turn incorporates
the distribution charge into the bill sent to the final end user.
(10) Pro Forma Fiscal Year 1997 financial information gives effect to the
acquisition of the Predecessor Company by the Successor Company as if it
had occurred on April 1, 1996. See Unaudited Condensed Consolidated
Statement of Operations included elsewhere in this Prospectus.
(11) Solely for the convenience of the reader, pounds sterling amounts have
been translated into US dollars at the Noon Buying Rate on July 31, 1997
of $1.632=(Pounds)1.00.
(12) Includes effect of windfall profits tax provision of (Pounds)140 million
and the effect of the reduction in the UK statutory income tax rate from
33% to 31%.
(13) Includes distribution license, net of amortization, and prepaid pension
costs of (Pounds)830 million and (Pounds)145 million, respectively, at
March 31, 1997 and (Pounds) million and (Pounds) million,
respectively, at September 30, 1997.
16
<PAGE>
RISK FACTORS
In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating an investment in the
Preferred Securities.
FACTORS RELATING TO THE COMPANY'S BUSINESS
Substantial Leverage
Upon completion of this offering, the Company will continue to have
substantial indebtedness. At March 31, 1997, on a pro forma basis after giving
effect to this offering and the application of the proceeds thereof, the ratio
of the Company's consolidated debt to total capitalization was approximately
69%. The "windfall profits tax" recently enacted by Parliament ((Pounds)140
million for London Electricity) will result in additional borrowings by London
Electricity or the Company. The degree to which the Company is leveraged could
affect its ability to service its indebtedness, to make capital investments,
to take advantage of certain business opportunities, to respond to competitive
pressures or to obtain additional financing. The Company believes that
following this offering and the restructuring of the Credit Facilities
Agreement (as defined herein), it will be able to make its principal and
interest payments, as and when required, on such indebtedness and on the
Perpetual Junior Subordinated Debentures from funds derived from the
operations of London Electricity and its subsidiaries. See "The Company--
Acquisition Debt Facility".
However, unexpected declines in the Company's and London Electricity's
future business, especially in light of the increasingly competitive
environment in the UK electric utility industry, increases in operating or
capital costs, or the inability to borrow additional funds could impair the
Company's ability to meet its debt service obligations, including with respect
to the Perpetual Junior Subordinated Debentures, and, therefore, could
adversely affect the Company. No assurance can be given that additional
financing will be available when needed, or, if available, will be obtainable
on terms that are favorable to the Company.
The ability of Entergy London Capital to pay amounts due on the Preferred
Securities is solely dependent upon the Company making payments on the
Perpetual Junior Subordinated Debentures as and when required.
Price Regulation of Distribution
The distribution business of London Electricity is regulated under its PES
license, pursuant to which revenue of the distribution business is controlled
by the Distribution Price Control Formula (as defined herein). The
Distribution Price Control Formula determines the maximum average price per
unit of electricity (expressed in kilowatt hours, a "unit") that a REC may
charge. The elements used in the Distribution Price Control Formula are
established for a five-year period and are subject to review by the Director
General of Electricity Supply for the United Kingdom (the "Regulator") at the
end of each five-year period and at other times in the discretion of the
Regulator. At each review, the Regulator can adjust the value of certain
elements in the Distribution Price Control Formula.
Following a review by the Regulator in August 1994, a 14% reduction was set
for London Electricity's allowed distribution revenues, effective April 1,
1995. In July 1995, a further review of allowed distribution revenues was
concluded by the Regulator for fiscal years 1997 to 2000. As a result of this
further review, London Electricity's allowed distribution revenues were
reduced an additional 11%, effective April 1, 1996, and by a further 3%
effective April 1 of each of the three following years. In an attempt to
partially offset these, and potentially future, reductions in allowed
distribution revenues, London Electricity plans to pursue a number of cost
efficiency initiatives that are intended to result in operating and capital
cost savings. However, there can be no assurance that
17
<PAGE>
any future reviews by the Regulator will not result in additional price
reductions or that London Electricity's cost efficiency initiatives will yield
sufficient savings to offset any such distribution price reductions. See "The
Electric Utility Industry in Great Britain--Industry Structure--Distribution
of Electricity".
Competition in Supply
Each PES license holder currently has an exclusive right, subject to
modified price cap regulation, to supply customers in its franchise area with
a maximum demand of not more than 100kW ("Franchise Supply Customers").
However, the supply business is being progressively opened to competition. The
market for customers with a maximum demand above 1 MW has been open to
competition for suppliers of electricity since privatization in 1990 while,
for customers with a maximum demand above 100kW ("Non-Franchise Supply
Customers"), the market became competitive in April 1994. The final stage of
this process is scheduled to take place over a period of six months commencing
April 1, 1998 when competition in supply to Franchise Supply Customers will be
phased in, and the exclusive right of London Electricity to supply Franchise
Supply Customers will cease. The Regulator has indicated that some degree of
transitional price regulation will continue for smaller consumption customers
for a period of, initially, two years until an adequate level of competition
is established. This transitional price regulation, which is still in the
process of being developed and will require a number of license modifications,
is expected to eliminate the pass through of substantially all costs which are
currently passed through to supply customers, including purchased-power costs
from the Pool (as defined herein), thereby increasing the importance to London
Electricity of effective power purchasing and hedging activities. London
Electricity is in the process of developing its strategy to meet expanded
competition in its supply business, which will focus on active marketing and
customer service to defend its residential customer base and expanding product
offerings to larger business customers. There can be no assurance that this
strategy will be successful in avoiding significant loss of customers of
London Electricity's supply business. See "Business--Supply Business--
Competition in the Supply Business" and "The Electric Utility Industry in
Great Britain--Industry Structure--Supply of Electricity".
Regulatory Policies Affecting the Company's Capital Structure
Certain modifications to London Electricity's PES license proposed by the
Regulator set forth several conditions designed to assure the continued
financial soundness of London Electricity, including undertakings from Entergy
that it will refrain, and cause its subsidiaries to refrain, from taking any
action that would likely result in London Electricity breaching its
obligations under its PES license and the Electricity Act 1989 (the
"Electricity Act") and an undertaking of London Electricity to use reasonable
endeavors to maintain an investment grade rating of its debt securities.
Although such conditions do not constitute explicit oversight by the Regulator
of dividend payments by London Electricity to the Company, such conditions
could have an effect on London Electricity's dividend policy, which will
constitute the principal source of funds for payment of interest on the
Perpetual Junior Subordinated Debentures.
The ability of Entergy to contribute additional equity capital to the
Company is currently subject to regulations of the Commission under the Public
Utility Holding Company Act of 1935, as amended. Absent specific Commission
approval, these regulations limit the aggregate amount that Entergy may invest
in foreign utility companies and exempt wholesale generators to 50% of
consolidated retained earnings at the time an investment is made. These
regulations could delay or limit the making of loans or the contributions of
equity by Entergy to the Company to enable the Company to meet its
obligations, including on the Perpetual Junior Subordinated Debentures, or to
contribute additional equity capital to London Electricity.
18
<PAGE>
Governmental Review of Utility Regulation
On June 30, 1997, the new Labour government announced a comprehensive review
of the regulation of the electric, gas, water and telecommunications
industries to be directed by the Department of Trade and Industry. Generally,
the review will focus on whether the current system of regulation in the
utility industries is designed to facilitate open and predictable regulation,
fairness to consumers and shareholders and the promotion of a competitive
environment. Particularly, the review will examine whether the current system
of price regulation delivers, over time, the greatest benefits to consumers
while maintaining proper incentives for innovation and investment and an
adequate return to shareholders. The review is expected to conclude with a
report to be issued at the end of 1997 as a basis for possible legislation.
The Company cannot predict the results of the Department of Trade and
Industry's review or its ultimate effects on the Company.
Pool Purchase Price Volatility
London Electricity's supply business to Non-Franchise Supply Customers
generally involves entering into fixed price contracts to supply electricity.
London Electricity obtains the electricity to satisfy its obligations under
such contracts primarily by purchases from the wholesale trading market for
electricity in England and Wales (the "Pool"). See "The Electric Utility
Industry in Great Britain--The Pool". Because the price of electricity
purchased from the Pool can be volatile, to the extent that London Electricity
purchases electricity from the Pool, London Electricity is exposed to risk
arising from differences between the fixed price at which it sells and the
fluctuating prices at which it purchases electricity unless it can effectively
hedge such exposure. London Electricity's ability to manage such risk at
acceptable levels will depend, in part, on the specifics of the supply
contracts that London Electricity enters into, London Electricity's ability to
implement and manage an appropriate hedging strategy and the development of an
adequate market for hedging instruments. No assurance can be given that this
risk will be effectively mitigated. In addition, under a form of transitional
price regulation of electric supply sales to smaller consumption customers
which the Regulator has indicated will continue for an initial period of two
years effective April 1, 1998 until an adequate level of competition is
established, certain costs of power purchases from the Pool and related
hedging activities which are currently passed through to customers will become
subject to a maximum tariff cap. See "Business--Supply Business".
Currency Risks; Hedging Transactions
The Company's revenues will be generated primarily in pounds sterling while
the Company's interest and principal payment obligations with respect to the
Perpetual Junior Subordinated Debentures will be payable in US dollars. As a
result, any change in the currency exchange rate that reduces the amount in
pounds sterling obtained upon conversion of the US dollar-based net proceeds
of the Perpetual Junior Subordinated Debentures or that increases the
effective principal and interest payment obligations represented by the
Perpetual Junior Subordinated Debentures upon conversion of pounds sterling-
based revenues into US dollars may, if not appropriately hedged, have a
material adverse effect on the Company or on its ability to make payments on
the Perpetual Junior Subordinated Debentures. See "Exchange Rates" for certain
information concerning the Noon Buying Rate for pounds sterling expressed in
US dollars. Although the Company expects to enter into certain transactions to
hedge risks associated with exchange rate fluctuations, there can be no
assurance that the Company will engage in such transactions or that any such
transaction will be successful in reducing any or all such risks.
Litigation Regarding Electricity Supply Pension Scheme
The Pension Ombudsman (a UK arbitrator appointed by statute) has issued a
"final determination" in favor of complaints made by members of the
Electricity Supply Pension Scheme
19
<PAGE>
("ESPS") relating to another employer's use of the ESPS surplus to offset such
employer's additional costs of early payment of pensions as a result of
reorganization or redundancy, together with additional contributions required
after a valuation. Under that determination the Pension Ombudsman directed the
employer to pay into ESPS the amount of that use of the surplus plus interest.
The Pension Ombudsman's final determination has been successfully challenged
in the courts. At the same time the courts also considered other areas of
uncertainty relating to the uses made of actuarial surpluses arising in the
ESPS including the ability to reduce or suspend standard employer
contributions to reduce such surpluses. The courts ruled that such reductions
were permissible. The final decisions of the courts are subject to appeal. If
any of the decisions are reversed on appeal they may have an adverse effect on
London Electricity, which has made similar use of its actuarial surplus, but
no assurance can be given as to the extent of that effect.
FACTORS RELATING TO THE PREFERRED SECURITIES AND THE PERPETUAL JUNIOR
SUBORDINATED DEBENTURES
Perpetual Junior Subordinated Debentures and the Guarantee are Unsecured and
Subordinated
The Company's obligations under the Guarantee and the Perpetual Junior
Subordinated Debentures are unsecured and rank subordinate and junior in right
of payment to all Senior Debt of the Company. At March 31, 1997, Senior Debt
of the Company aggregated approximately (Pounds)945 million ($1.54 billion).
See "Management's Discussion and Analysis of Financial Condition and Results
of Operations--Liquidity and Capital Resources". None of the Indenture, the
Guarantee or the Partnership Agreement places any limitation on the amount of
secured or unsecured debt, including Senior Debt, that may be incurred by the
Company.
The Company is a non-operating holding company, conducting substantially all
of its business through London Electricity and its subsidiaries. Except to the
extent that the Company may receive funds in the future from Entergy, the
Company will rely on dividends from London Electricity to meet its obligations
for payment of principal of and interest on its outstanding debt obligations
and corporate expenses. Accordingly, the Company's obligations under the
Guarantee and the Perpetual Junior Subordinated Debentures will be effectively
subordinated to all existing and future indebtedness and liabilities of the
subsidiaries of the Company, including London Electricity. Consequently, the
rights of the Company to receive assets of any such subsidiary (and thus the
ability of the beneficiaries of the Guarantee and the holders of the Perpetual
Junior Subordinated Debentures to benefit indirectly from such assets) are
subject to the prior claims of creditors of that subsidiary. At March 31,
1997, such subsidiaries had (Pounds)339.6 million ($554.3 million) of
indebtedness, and such subsidiaries may incur additional indebtedness in the
future. See "Description of the Guarantee--Status of the Guarantee" and
"Description of the Perpetual Junior Subordinated Debentures--Subordination".
Option to Defer Payment of Interest; Potential Market Volatility During
Interest Deferral
So long as no Debenture Event of Default under the Indenture has occurred
and is continuing, the Company has the right under the Indenture to defer
indefinitely the payment of interest on the Perpetual Junior Subordinated
Debentures at any time or from time to time. As a consequence of any such
deferral, quarterly Distributions on the Preferred Securities would also be
deferred (but would continue to accumulate additional Distributions thereon)
at the rate of % per annum, compounded quarterly, by Entergy London Capital
until all deferred interest payments, together with interest thereon, have
been paid in full. If interest payments on the Perpetual Junior Subordinated
Debentures are so deferred, the Company will not be permitted, subject to
certain exceptions, to declare or pay any cash distributions with respect to
the Company's capital stock or debt securities that rank pari passu with or
junior to the Perpetual Junior Subordinated Debentures, make any guarantee
with respect to the foregoing, make any payments in respect of any of its debt
securities held by affiliates
20
<PAGE>
or make any loans or advances to, or make payments on any guarantee of the
debt of, any affiliate. See "Description of the Preferred Securities--
Distributions" and "Description of the Perpetual Junior Subordinated
Debentures--Option to Defer Payment of Interest".
In the event the Company exercises its right to defer payments of interest
on the Perpetual Junior Subordinated Debentures, the market price of the
Preferred Securities is likely to be affected. A holder that disposes of its
Preferred Securities during such a deferral, therefore, might not receive the
same return on its investment as a holder that continues to hold its Preferred
Securities. In addition, the market price of the Preferred Securities may be
more volatile than the market prices of other securities that are not subject
to such deferrals.
Special Event Redemption; Distribution of Perpetual Junior Subordinated
Debentures
Upon the occurrence and continuation of a Special Event, as described in
"Description of the Preferred Securities--Redemptions--Special Event
Redemption or Distribution of Perpetual Junior Subordinated Debentures", the
Company has the right to redeem the Perpetual Junior Subordinated Debentures
in whole (but not in part), and thereby cause a mandatory redemption of the
Preferred Securities, at the Debentures Redemption Price, within 90 days
following the occurrence of such Special Event. See "Description of the
Preferred Securities--Redemptions--Special Event Redemption or Distribution of
Perpetual Junior Subordinated Debentures".
In addition, at any time, whether or not a Special Event has occurred, the
Company has the right to dissolve Entergy London Capital and, after
satisfaction of liabilities to creditors, if any, of Entergy London Capital as
provided by applicable law, cause the Perpetual Junior Subordinated Debentures
to be distributed to the holders of the Preferred Securities in liquidation of
Entergy London Capital.
There can be no assurance as to the market prices for the Perpetual Junior
Subordinated Debentures that may be distributed in exchange for the Preferred
Securities if a liquidation of Entergy London Capital were to occur.
Accordingly, the Perpetual Junior Subordinated Debentures that a holder of the
Preferred Securities may receive on liquidation of Entergy London Capital,
could trade at a discount to the price that the investor paid to purchase the
Preferred Securities offered hereby. Because holders of the Preferred
Securities may receive the Perpetual Junior Subordinated Debentures if the
Company exercises its right to dissolve Entergy London Capital, prospective
purchasers of the Preferred Securities are also making an investment decision
with regard to the Perpetual Junior Subordinated Debentures and should
carefully review all the information regarding the Perpetual Junior
Subordinated Debentures contained herein. See "Description of the Preferred
Securities--Redemptions--Special Event Redemption or Distribution of Perpetual
Junior Subordinated Debentures" and "Description of the Perpetual Junior
Subordinated Debentures--Distribution of the Perpetual Junior Subordinated
Debentures".
Rights under the Guarantee; Limitation as to Funds Available to Entergy
London Capital
The Guarantee will be qualified as an indenture under the Trust Indenture
Act. The Bank of New York will act as Guarantee Trustee for the purposes of
compliance with the Trust Indenture Act and will hold the Guarantee for the
benefit of the holders of the Preferred Securities. The Bank of New York will
also act as Debenture Trustee for the Perpetual Junior Subordinated
Debentures. The Guarantee guarantees to the holders of the Preferred
Securities the following payments, to the extent not paid by Entergy London
Capital: (i) any accumulated and unpaid Distributions required to be paid on
the Preferred Securities, to the extent that Entergy London Capital has funds
on hand available therefor, (ii) the Redemption Price with respect to any
Preferred Securities called for redemption to the extent that Entergy London
Capital has funds on hand available therefor, and (iii) upon a voluntary or
involuntary dissolution, winding-up or liquidation of Entergy London Capital
(unless the Perpetual Junior Subordinated Debentures are distributed to
holders of the Preferred Securities), the lesser of
21
<PAGE>
(a) the aggregate of the Liquidation Preference Amount (as defined in
"Description of the Preferred Securities--Redemptions") and all accumulated
and unpaid Distributions to the date of payment and (b) the amount of assets
of Entergy London Capital remaining available for distribution to holders of
the Preferred Securities. The holders of a majority in aggregate Liquidation
Preference Amount of the Preferred Securities have the right to direct the
time, method and place of conducting any proceeding for any remedy available
to the Guarantee Trustee in respect of the Guarantee or to direct the exercise
of any trust power conferred upon the Guarantee Trustee under the Guarantee.
Any holder of the Preferred Securities may institute a legal proceeding
directly against the Company to enforce its rights under the Guarantee without
first instituting a legal proceeding against Entergy London Capital, the
Guarantee Trustee or any other person or entity.
If the Company were to default on its obligation to pay amounts payable
under the Perpetual Junior Subordinated Debentures, Entergy London Capital
would lack funds for the payment of Distributions or amounts payable on
redemption of the Preferred Securities or otherwise, and, in such event,
holders of the Preferred Securities would not be able to rely upon the
Guarantee for payment of such amounts. If the General Partner fails to enforce
Entergy London Capital's rights under the Perpetual Junior Subordinated
Debentures or the Indenture, a holder of the Preferred Securities may
institute a legal proceeding directly against the Company to enforce Entergy
London Capital's rights under the Perpetual Junior Subordinated Debentures or
the Indenture, to the fullest extent permitted by law, without first
instituting any legal proceeding against the General Partner or any other
person or entity. Notwithstanding the foregoing, a holder of the Preferred
Securities may institute a legal proceeding directly against the Company for
enforcement of payment to such holder of principal of or interest on the
Perpetual Junior Subordinated Debentures having a principal amount equal to
the aggregate Liquidation Preference Amount of the Preferred Securities of
such holder on or after the due dates thereof. See "Description of the
Preferred Securities", "Description of the Perpetual Junior Subordinated
Debentures" and "Description of the Guarantee". The Partnership Agreement
provides that each holder of the Preferred Securities, by acceptance thereof,
agrees to the provisions of the Guarantee and the Indenture.
ENTERGY LONDON CAPITAL
Entergy London Capital is a newly formed special purpose limited partnership
formed under the Delaware Act. The Company is the sole General Partner in
Entergy London Capital. Upon issuance of the Preferred Securities, which
securities represent limited partner interests in Entergy London Capital, the
registered holders thereof will become limited partners in Entergy London
Capital. The General Partner has agreed to contribute capital to the extent
required to maintain its capital at 1% of all capital of Entergy London
Capital. All of Entergy London Capital's business and affairs will be
conducted by the General Partner.
Entergy London Capital was formed for the sole purpose of issuing limited
partner interests in the form of the Preferred Securities and investing the
proceeds thereof and the capital contributed by the General Partner in the
Perpetual Junior Subordinated Debentures. The limited partner interests
represented by the Preferred Securities will have a preference with respect to
cash distributions and amounts payable on dissolution, redemption or otherwise
over the General Partner's interest in Entergy London Capital.
The rights and obligations of the Company as General Partner and the holders
of the Preferred Securities will be governed by the Delaware Act and the
Partnership Agreement, a form of which has been filed as an exhibit to the
Registration Statement. The principal executive office of Entergy London
Capital is 639 Loyola Avenue, New Orleans, Louisiana 70113 and its telephone
number is 504-529-5262.
22
<PAGE>
THE COMPANY
GENERAL
The Company, incorporated as a public limited company under the laws of
England and Wales in October 1996, owns all of the outstanding shares of
London Electricity, one of the twelve RECs in England and Wales. London
Electricity is the Company's sole significant asset. All of the Company's
outstanding shares are owned indirectly by Entergy, a US holding company
engaged in regulated electric power activities in Arkansas, Louisiana,
Mississippi, Texas, Australia, Argentina and the UK and competitive electric
power and energy activities internationally and throughout the US. The Entergy
Company system provides energy to approximately 4.8 million customers
worldwide. Entergy, through the Company, gained effective control of London
Electricity in February 1997.
London Electricity's principal businesses are the distribution and supply of
electricity to approximately 2 million customers in the London metropolitan
area. London Electricity's Franchise Area has a resident population of
approximately 4 million and covers approximately 257 square miles. The
Franchise Area generally consists of the metropolitan London area and includes
commercial, domestic and industrial customers.
The operations of London Electricity are regulated under its PES license
pursuant to which the distribution business, and the supply business to
Franchise Supply Customers, are currently subject to a price cap regulatory
framework that provides economic incentives to London Electricity to increase
the number of units of electricity distributed and supplied and to operate in
a more cost-efficient manner. See "The Electric Utility Industry in Great
Britain".
London Electricity's primary business is its distribution business, which in
Pro Forma Fiscal Year 1997 produced operating income of (Pounds)92 million
($150 million). Substantially all of the distribution business is a regulated
monopoly. London Electricity's supply business in Pro Forma Fiscal Year 1997
generated (Pounds)6 million ($10 million) in operating income. Together these
businesses produced substantially all of London Electricity's operating income
of (Pounds)112 million ($183 million) in Pro Forma Fiscal Year 1997.
London Electricity owns, manages and operates the electricity distribution
network within its Franchise Area. The primary activity of the distribution
business is the receipt of electricity from the Grid and its distribution to
end users connected to London Electricity's power lines. Virtually all
electricity supplied (whether by London Electricity's supply business or by
any other suppliers) to consumers within London Electricity's Franchise Area
is transported through London Electricity's distribution network. See
"Business--Distribution Business".
London Electricity's supply business consists of selling electricity to end
users, purchasing such electricity and arranging for its distribution to those
end users. London Electricity has an exclusive right to supply electricity to
Franchise Supply Customers (those who have demand of less than 100kW). This
exclusive right will continue until April 1, 1998, when the supply market for
these customers is currently scheduled to become competitive over a six month
phase-in period. The supply business to Non-Franchise Supply Customers (those
who have demand of 100kW and above), both inside and outside of London
Electricity's Franchise Area, is open to competition. See "Business--Supply
Business".
London Electricity, through subsidiaries, also conducts ancillary business
activities including the ownership and operation of private distribution
networks such as the Heathrow, Gatwick and Stansted airport networks,
investments in power generation companies, such as Barking Power Limited
("Barking Power") and Thames Valley Power Limited, and retail gas supply. See
"Business--Affiliate Businesses and Other Investments".
The registered office and principal executive offices of the Company and
London Electricity are located at Templar House, 81-87 High Holborn, London
WC1V 6NU, England, telephone number 011-44-171-242-9050.
23
<PAGE>
RESTRUCTURING OF ENTERGY'S OWNERSHIP INTERESTS
Entergy is in the process of restructuring its ownership interests in
certain of its international investments, including the Company and London
Electricity. The following organizational chart illustrates the ownership
structure of the Company and London Electricity following the restructuring
(all ownership interests are 100% unless otherwise indicated).
LOGO
[CHART APPEARS HERE]
24
<PAGE>
ACQUISITION DEBT FACILITY
Entergy's acquisition of London Electricity was financed with (Pounds)240
million of equity provided by Entergy and debt funded by the Company through
approximately (Pounds)20 million in loan notes issued to certain of London
Electricity's former shareholders and through borrowings under the Company's
(Pounds)1.25 billion Credit Facilities Agreement dated December 17, 1996, as
amended (the "Credit Facilities Agreement"), arranged by ABN AMRO Bank N.V.,
Bank of America International Limited and Union Bank of Switzerland. The
Credit Facilities Agreement is comprised of three parts: Facility A in the
amount of (Pounds)810 million ("Facility A"), Facility B in the amount of
(Pounds)240 million ("Facility B") and Facility C in the amount of (Pounds)200
million ("Facility C"). As of March 31, 1997, the Company had borrowed
(Pounds)705 million under Facility A and (Pounds)240 million under Facility B
to finance the acquisition cost of London Electricity. Facility C currently is
undrawn and is available only to refinance London Electricity's outstanding
debt and for London Electricity's working capital and general corporate
purposes.
The Company expects to restructure the Credit Facilities Agreement prior to
December 17, 1997, when the first principal amortization payment under
Facility B is due. The terms of the restructured facilities are expected to
increase London Electricity's permitted borrowing capacity and amend certain
existing covenants in order to accommodate the issuance of the Preferred
Securities. Facility C is also expected to be replaced with new and expanded
credit facilities.
The Company's obligations under the Perpetual Junior Subordinated Debentures
and the Guarantee are subordinate and junior in right of payment to the
Company's obligations under the Credit Facilities Agreement, along with other
Senior Debt of the Company. At March 31, 1997, Senior Debt, including
borrowings outstanding under the Credit Facilities Agreement, of the Company
aggregated approximately (Pounds)945 million ($1.54 billion). Following the
restructuring of the Credit Facilities Agreement, the Company's obligations
thereunder likewise will remain senior to the Company's obligations under the
Perpetual Junior Subordinated Debentures and the Guarantee.
ACCOUNTING TREATMENT
For financial reporting purposes, Entergy London Capital will be treated as
a subsidiary of the Company and, accordingly, the accounts of Entergy London
Capital will be included in the consolidated financial statements of the
Company. The Preferred Securities will be presented as a separate line item in
the consolidated balance sheet of the Company entitled "Company-Obligated
Mandatorily Redeemable Preferred Securities of Subsidiary Holding Solely
Junior Subordinated Deferrable Debentures" and appropriate disclosures about
the Preferred Securities, the Guarantee and the Perpetual Junior Subordinated
Debentures will be included in the notes to the consolidated financial
statements. For financial reporting purposes, the Company will record
Distributions payable on the Preferred Securities as an expense.
USE OF PROCEEDS
All of the proceeds from the sale of the Preferred Securities will be
invested by Entergy London Capital in the Perpetual Junior Subordinated
Debentures. The Company intends to use the net proceeds from the sale of such
Perpetual Junior Subordinated Debentures to repay a portion of the borrowings
under Facility B. Such borrowings mature in installments through December 17,
1998 and currently bear interest at an effective rate of 7.43%.
25
<PAGE>
CAPITALIZATION
The following table sets forth, at March 31, 1997 (i) the actual
consolidated capitalization of the Company, and (ii) the consolidated
capitalization of the Company adjusted to reflect the issuance of the
Preferred Securities and the application of the net proceeds thereof, as
described under "Use of Proceeds". This table should be read in conjunction
with "Selected Financial Data", "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the consolidated financial
statements and notes thereto of the Company included elsewhere in this
Prospectus.
<TABLE>
<CAPTION>
MARCH 31, 1997
--------------------------------------------------
ACTUAL AS ADJUSTED
------------------------ ------------------------
(Pounds) $(1) % (Pounds) $(1) %
------------- ------ --- ------------- ------ ---
(AMOUNTS IN MILLIONS, EXCEPT %)
<S> <C> <C> <C> <C> <C> <C>
Capitalization:
Long-term debt:
Eurobonds................ (Pounds) 198 $ 323 14% (Pounds) 198 $ 323 14%
Facility A............... 705 1,150 51 705 1,150 51
Facility B............... 240 392 17 62 101 4
Company-obligated
mandatorily redeemable
preferred securities of
subsidiary holding solely
junior subordinated
deferrable debentures
offered hereby........... -- -- -- 184 300 13
Shareholder's equity...... 248 405 18 248 405 18
------------- ------ --- ------------- ------ ---
Total Capitalization....... (Pounds)1,391 $2,270 100% (Pounds)1,397 $2,279 100%
============= ====== === ============= ====== ===
Short-term debt and current
portion of long-term debt. (Pounds) 162 $ 265
</TABLE>
- --------
(1) Solely for the convenience of the reader, UK pounds sterling amounts have
been translated into US dollars at the Noon Buying Rate on July 31, 1997
of $1.632 = (Pounds)1.00
EXCHANGE RATES
The following table sets out, for the periods indicated, certain information
concerning the exchange rates between UK pounds sterling and US dollars based
on the Noon Buying Rate in New York City for cable transfers in pounds
sterling as certified for customs purposes by the Federal Reserve Bank of New
York.
<TABLE>
<CAPTION>
FISCAL YEAR PERIOD END AVERAGE(1) HIGH LOW
----------- ---------- ---------- ---- ----
($ PER (Pounds)1.00)
<S> <C> <C> <C> <C>
1993............................................ 1.51 1.68 1.99 1.42
1994............................................ 1.49 1.50 1.57 1.48
1995............................................ 1.62 1.57 1.64 1.51
1996............................................ 1.53 1.56 1.61 1.51
1997............................................ 1.64 1.60 1.71 1.51
1998 through September 30, 1997.................
</TABLE>
- --------
(1) The average of the Noon Buying Rates in effect on the last business day of
each month during the relevant period.
26
<PAGE>
SELECTED FINANCIAL DATA
The income statement data of the Predecessor Company for each of the fiscal
years ended 1993, 1994, 1995 and 1996, and for the period from April 1, 1996
to January 31, 1997, and the balance sheet data of the Predecessor Company as
of the end of fiscal years 1993, 1994, 1995 and 1996 have been derived from
the audited consolidated financial statements of the Predecessor Company. The
income statement data for the period from October 9, 1996 to March 31, 1997
and the balance sheet data as of March 31, 1997 for the Successor Company have
been derived from the audited consolidated financial statements of the
Successor Company. The unaudited consolidated income statement data for the
six month period ended September 30, 1997 and the balance sheet data as of
September 30, 1997 have been derived from the financial statements of the
Successor Company. In the opinion of the management of the Company, all
adjustments (consisting of only normal recurring adjustments) considered
necessary for a fair presentation of the condensed unaudited consolidated
financial statements present fairly the financial position and the results of
operations for the interim periods presented. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the
consolidated financial statements and notes thereto of the Predecessor Company
and the Successor Company included elsewhere in this Prospectus.
The unaudited pro forma condensed consolidated income statement and other
data presented below for Pro Forma Fiscal Year 1997 reflect the acquisition by
the Company of London Electricity as if it had occurred as of April 1, 1996.
Such unaudited pro forma condensed consolidated income statement and other
data have been prepared by the Successor Company based upon assumptions deemed
proper by it and reflect a preliminary allocation of the purchase price paid
for the Predecessor Company. The unaudited pro forma condensed consolidated
income statement and other data presented herein are shown for illustrative
purposes only and are not necessarily indicative of the future results of
operations of the Successor Company or of the results of operations of the
Successor Company that would have actually occurred had the transaction
occurred as of April 1, 1996. This information should be read in conjunction
with the unaudited pro forma condensed consolidated statement of income and
notes thereto of the Successor Company included elsewhere in this Prospectus.
27
<PAGE>
PREDECESSOR COMPANY
UK GAAP (1)
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
-----------------------------------------------------------
1993 1994 1995 1996
------------- ------------- -------------- -------------
(AMOUNTS IN MILLIONS,
EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
CONSOLIDATED INCOME
STATEMENT DATA:
Turnover.............. (Pounds)1,367 (Pounds)1,309 (Pounds) 1,209 (Pounds)1,188
Operating costs....... (1,215) (1,137) (1,046) (1,115)
------------- ------------- -------------- -------------
Operating profit...... 152 172 163 73
Exceptional item(2)... (20) -- (10) 66
Other income(3)....... 18 20 21 142
Interest, net......... (4) (5) (1) (5)
Tax on profit......... (38) (45) (23) (89)
------------- ------------- -------------- -------------
Profit for financial
period............... (Pounds)108 (Pounds)142 (Pounds)150 (Pounds)187
============= ============= ============== =============
<CAPTION>
MARCH 31,
-----------------------------------------------------------
1993 1994 1995 1996
------------- ------------- -------------- -------------
(AMOUNTS IN MILLIONS)
<S> <C> <C> <C> <C>
CONSOLIDATED BALANCE
SHEET DATA:
Fixed assets.......... (Pounds)709 (Pounds)769 (Pounds)823 (Pounds)794
Current assets........ 291 453 338 455
Creditors: Amounts
falling due within
one year............. (263) (265) (343) (485)
------------- ------------- -------------- -------------
Total assets less
current liabilities.. 737 957 818 764
Creditors: Amounts
falling due in more
than
one year............. (73) (190) (115) (211)
Provisions for
liabilities and
charges.............. (42) (50) (45) (53)
------------- ------------- -------------- -------------
Total shareholders'
funds................ (Pounds)622 (Pounds)717 (Pounds)658 (Pounds)500
============= ============= ============== =============
<CAPTION>
YEAR ENDED MARCH 31,
-----------------------------------------------------------
1993 1994 1995 1996
------------- ------------- -------------- -------------
(AMOUNTS IN MILLIONS, EXCEPT RATIOS)
<S> <C> <C> <C> <C>
OTHER CONSOLIDATED DATA:
EBIT(4)............... (Pounds)157 (Pounds)205 (Pounds)187 (Pounds)293
EBITDA(5)............. 189 240 225 334
Cash flow from
operations(6)........ 251 299 155 103
Ratio of earnings to
fixed charges(7)..... 11 10 12 15
</TABLE>
28
<PAGE>
PREDECESSOR COMPANY
US GAAP(1)
<TABLE>
<CAPTION>
PERIOD FROM
YEAR ENDED MARCH 31, APRIL 1, 1996 TO
-------------------- JANUARY 31,
1995 1996 1997(8)
------------- --------------------- ----------------
(AMOUNTS IN MILLIONS)
<S> <C> <C> <C> <C>
CONSOLIDATED INCOME
STATEMENT DATA:
Operating revenues.... (Pounds)1,209 (Pounds)1,188 (Pounds)1,116
Operating income...... 166 102 107
National Grid
transaction.......... -- 450 --
Interest expense, net. (1) (5) (17)
Other, net............ 22 22 4
Provision for income
taxes................ (57) (110) (32)
------------- ------------- -------------
Income before
extraordinary item... 130 459 62
Extraordinary item.... (9) -- --
------------- ------------- -------------
Net income............ (Pounds) 121 (Pounds) 459 (Pounds) 62
============= ============= =============
<CAPTION>
MARCH 31, 1996
---------------------
(AMOUNTS IN MILLIONS)
<S> <C> <C> <C> <C>
CONSOLIDATED BALANCE
SHEET DATA:
Property, plant and
equipment, net....... (Pounds) 701
Total assets.......... 1,349
Total stockholder's
equity............... 448
Long-term debt........ 198
Short-term debt....... 96
<CAPTION>
PERIOD FROM
YEAR ENDED MARCH 31, APRIL 1, 1996 TO
-------------------- JANUARY 31,
1995 1996 1997(8)
------------- --------------------- ----------------
(AMOUNTS IN MILLIONS, EXCEPT RATIOS)
<S> <C> <C> <C> <C>
OTHER CONSOLIDATED DATA:
EBIT(4)............... (Pounds) 201 (Pounds) 586 (Pounds) 120
EBITDA(5)............. 241 628 159
Cash flow from
operations........... 123 191 102
Ratio of earnings to
fixed charges(7)..... 12.1 30.0 4.3
</TABLE>
29
<PAGE>
BUSINESS SEGMENTS
PREDECESSOR COMPANY
UK GAAP(1)
<TABLE>
<S> <C> <C> <C> <C>
<CAPTION>
YEAR ENDED MARCH 31,
----------------------------------------------------------
1993 1994 1995 1996
------------- ------------- ------------- -------------
(AMOUNTS IN MILLIONS)
<S> <C> <C> <C> <C>
TURNOVER:
Electricity
distribution......... (Pounds) 361 (Pounds) 367 (Pounds) 379 (Pounds) 357
Electricity supply.... 1,266 1,228 1,114 1,189
National Grid
transaction.......... -- -- -- (91)
Other................. 86 51 44 59
Intra-business(9)..... (346) (337) (328) (326)
------------- ------------- ------------- -------------
Total............... (Pounds)1,367 (Pounds)1,309 (Pounds)1,209 (Pounds)1,188
============= ============= ============= =============
OPERATING PROFIT (LOSS):
Electricity
distribution......... (Pounds) 152 (Pounds) 154 (Pounds) 136 (Pounds) 148
Electricity supply.... 7 6 14 9
National Grid
transaction.......... -- -- -- (97)
Other................. (7) 12 13 15
Intra-business(9)..... -- -- -- (2)
------------- ------------- ------------- -------------
Total............... (Pounds) 152 (Pounds) 172 (Pounds) 163 (Pounds) 73
============= ============= ============= =============
</TABLE>
30
<PAGE>
BUSINESS SEGMENTS
PREDECESSOR COMPANY
US GAAP(1)
<TABLE>
<CAPTION>
PERIOD FROM
APRIL 1, 1996
YEAR ENDED MARCH 31, TO
---------------------------- JANUARY 31,
1995 1996 1997
------------- ------------- -------------
(AMOUNTS IN MILLIONS)
<S> <C> <C> <C>
OPERATING REVENUE:
Electricity distribution......... (Pounds) 379 (Pounds) 357 (Pounds) 275
Electricity supply............... 1,114 1,098 1,051
Other............................ 44 59 68
Intra-business(9)................ (328) (326) (278)
------------- ------------- -------------
Total.......................... (Pounds)1,209 (Pounds)1,188 (Pounds)1,116
============= ============= =============
OPERATING INCOME:
Electricity distribution......... (Pounds) 141 (Pounds) 158 (Pounds) 101
Electricity supply............... 11 (70) (1)
Other............................ 14 16 7
Intra-business(9)................ -- (2) --
------------- ------------- -------------
Total.......................... (Pounds) 166 (Pounds) 102 (Pounds) 107
============= ============= =============
</TABLE>
31
<PAGE>
SUCCESSOR COMPANY
US GAAP(1)
<TABLE>
<CAPTION>
PERIOD FROM PRO FORMA SIX MONTHS
INCEPTION FISCAL YEAR ENDED ENDED
(OCTOBER 9, 1996) TO MARCH 31, 1997 SEPTEMBER 30, 1997
MARCH 31, 1997(8) (UNAUDITED)(10) (UNAUDITED)(12)
--------------------- --------------------- ----------------------
(Pounds) $(11) (Pounds) $(11) (Pounds) $(11)
------------- ------ ------------- ------ -------------- -------
(AMOUNTS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
CONSOLIDATED INCOME
STATEMENT DATA:
Operating revenues.... (Pounds) 234 $ 381 (Pounds)1,350 $2,203 (Pounds) $
Operating income...... 32 52 112 183
Interest expense, net. (13) (21) (93) (152)
Other, net............ (6) (10) 5 9
Provision for income
taxes................ (5) (7) (8) (13)
------------- ------ ------------- ------ -------------- -------
Net income............ (Pounds) 8 $ 14 (Pounds) 16 $ 27 (Pounds) $
============= ====== ============= ====== ============== =======
<CAPTION>
SEPTEMBER 30, 1997
MARCH 31, 1997 (UNAUDITED)(12)
--------------------- ----------------------
(Pounds) $(11) (Pounds) $(11)
------------- ------ -------------- -------
(AMOUNTS IN MILLIONS) (AMOUNTS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
CONSOLIDATED BALANCE
SHEET DATA:
Property, plant and
equipment, net....... (Pounds)1,266 $2,066 (Pounds) $
Total assets.......... 2,669 4,355
Total stockholder's
equity............... 248 405
Long-term debt........ 1,143 1,865
Short-term debt....... 162 264
<CAPTION>
PERIOD FROM PRO FORMA SIX MONTHS
INCEPTION FISCAL YEAR ENDED ENDED
(OCTOBER 9, 1996) TO MARCH 31, 1997 SEPTEMBER 30, 1997
MARCH 31, 1997(8) (UNAUDITED)(10) (UNAUDITED)(12)
--------------------- --------------------- ----------------------
(Pounds) $(11) (Pounds) $(11) (Pounds) $(11)
------------- ------ ------------- ------ -------------- -------
(AMOUNTS IN MILLIONS, EXCEPT RATIOS)
<S> <C> <C> <C> <C> <C> <C>
OTHER CONSOLIDATED DATA:
EBIT(4)............... (Pounds) 34 $ 55 (Pounds) 135 $ 220 (Pounds) $
EBITDA(5)............. 42 69 215 351
Cash flow from
operations........... 64 104
Ratio of earnings to
fixed charges(7)..... 1.6 1.6 1.2 1.2
</TABLE>
32
<PAGE>
BUSINESS SEGMENTS
SUCCESSOR COMPANY
US GAAP(1)
<TABLE>
<CAPTION>
PERIOD FROM INCEPTION PRO FORMA FISCAL YEAR SIX MONTHS ENDED
OCTOBER 9, 1996 ENDED MARCH 31, 1997 SEPTEMBER 30, 1997
TO MARCH 31, 1997(8) (UNAUDITED)(10) (UNAUDITED)
------------------------------------------------------------------------
(Pounds) $(11) (Pounds) $(11) (Pounds) $(11)
-------------- ----------------------- ----------------------- -------
(AMOUNTS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
OPERATING REVENUE:
Electricity
distribution......... (Pounds) 61 $ 99 (Pounds) 336 $ 548 (Pounds) $
Electricity supply.... 213 347 1,265 2,065
Other................. 11 18 78 127
Intra-business(9)..... (51) (83) (329) (537)
-------------- ------- -------------- -------
Total............... (Pounds) 234 $ 381 (Pounds) 1,350 $ 2,203
============== ======= ============== =======
OPERATING INCOME:
Electricity
distribution......... (Pounds) 18 $ 29 (Pounds) 92 $ 150 (Pounds) $
Electricity supply.... 7 11 6 10
Other................. 7 12 14 23
-------------- ------- -------------- -------
Total............... (Pounds) 32 $ 52 (Pounds) 112 $ 183
============== ======= ============== =======
<CAPTION>
SEPTEMBER 30, 1997
MARCH 31, 1997 (UNAUDITED)
------------------------- ----------------------
(Pounds) $(11) (Pounds) $(11)
-------------- --------- -------------- -------
(AMOUNTS IN MILLIONS) (AMOUNTS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
ASSETS(13):
Electricity
distribution......... (Pounds) 1,766 $ 2,882 (Pounds) $
Electricity supply.... 544 888
Other................. 359 585
-------------- -------
Total............... (Pounds) 2,669 $ 4,355
============== =======
</TABLE>
- -------
(1) The financial data for the Predecessor Company were derived from
financial statements for the Predecessor Company prepared in accordance
with UK GAAP and US GAAP. The principal differences between the
Predecessor Company's US GAAP and UK GAAP financial statements relate to
the treatment of goodwill, pension costs and deferred taxes and the
timing of recognition of restructuring charges and dividend accruals.
(2) Exceptional items recorded in 1993, 1995 and 1996 were caused primarily
by the following:
1993--Withdrawal from the electrical products retailing business (write-
down of fixed asset and stock values, and provisions for losses and further
costs expected until completely closed)
1995--Restructuring charges recorded for the regulated electricity business
1996--London Electricity's distribution of its ownership interest in NGG to
its shareholders and related transactions
(3) Other income in 1996 includes (Pounds)144 million of income from London
Electricity's investment in NGG.
(4) EBIT equals income from continuing operations before the sum of interest
expense and income taxes. This information is provided for informational
purposes only and such measure should not be construed as an alternative
to operating income (as determined in accordance with US GAAP) as an
indicator of operating performance, or as an alternative to cash flows
from operating activities (as determined in accordance with US GAAP) as a
measure of liquidity.
(5) EBITDA equals income from continuing operations before the sum of
interest expense, income taxes, depreciation and amortization. This
information is provided for informational purposes only and such measure
should not be construed as an alternative to operating income (as
determined in accordance with US GAAP) as an indicator of operating
performance, or as an alternative to cash flows from operating activities
(as determined in accordance with US GAAP) as a measure of liquidity.
(6) Cash flow from operations increased in fiscal year 1994 primarily as a
result of customers who paid bills in advance in order to avoid paying
value added taxes which were introduced by the British government.
(7) The ratio of earnings to fixed charges is computed as the sum of pretax
income from continuing operations plus fixed charges divided by fixed
charges. Fixed charges consist of interest expense and the estimated
interest portion of rent expense.
(8) In February 1997, the Successor Company obtained effective control of the
Predecessor Company pursuant to the Successor Company's offer to acquire
the Predecessor Company.
(9) Intra-business eliminations consist primarily of intra-business
transactions between the distribution business and the supply business
and intercompany transactions between ancillary support businesses.
Pursuant to the UK regulatory framework, London Electricity's
distribution of electricity to its supply customers within its own
Franchise Area is billed to London Electricity's supply business, which
in turn incorporates the distribution charge into the bill sent to the
final end user.
(10) Pro Forma Fiscal Year 1997 financial information gives effect to the
acquisition of the Predecessor Company by the Successor Company as if it
had occurred on April 1, 1996. See Unaudited Condensed Consolidated
Statement of Operations included elsewhere in this Prospectus.
(11) Solely for the convenience of the reader, pounds sterling amounts have
been translated into US dollars at the Noon Buying Rate on July 31, 1997
of $1.632=(Pounds)1.00.
(12) Includes effect of windfall profits tax provision of (Pounds)140 million
and the effect of the reduction in the UK statutory income tax rate from
33% to 31%.
(13) Includes distribution license, net of amortization, and prepaid pension
costs of (Pounds)830 million and (Pounds)145 million, respectively, at
March 31, 1997 and (Pounds) million and (Pounds) million,
respectively, at September 30, 1997.
33
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion should be read in conjunction with the consolidated
financial statements and the notes thereto of Entergy Power UK plc and
subsidiaries (the "Company" or "Successor Company") and with the consolidated
financial statements and the notes thereto of London Electricity plc and its
subsidiaries (the "Predecessor Company" or "London Electricity") and "Selected
Financial Data" included elsewhere in this Prospectus. The consolidated
financial statements of the Successor Company and the Predecessor Company
discussed in this section are presented in accordance with US GAAP.
INTRODUCTION
Background
The Company was incorporated as a public limited company under the laws of
England and Wales in October 1996, as a vehicle for the acquisition of London
Electricity. In February 1997, the Company gained effective control of London
Electricity, having acquired over 90% of its shares. The Company subsequently
replaced a portion of London Electricity's board of directors and certain
senior managers with officers and employees of companies from within Entergy.
In May 1997, the Company acquired the remaining shares of London Electricity.
Total consideration for the acquisition was approximately (Pounds)1.3 billion.
The Company's sole significant asset is the stock of London Electricity. The
Company has no operations outside of its investment in London Electricity.
Accounting for the Acquisition
The Company's acquisition of London Electricity effective February 1, 1997
was accounted for as a purchase in accordance with US GAAP. Accordingly, the
results of operations of London Electricity have been consolidated into the
results of operations for the Company beginning on such date. In accordance
with the purchase method of accounting, the Company has allocated the price
paid for London Electricity to London Electricity's assets and liabilities
based on their estimated fair market values with the remainder allocated to
London Electricity's distribution license which represents an other
identifiable intangible asset. The assets and liabilities acquired as of
February 1, 1997 were as follows:
<TABLE>
<CAPTION>
(IN MILLIONS)
-------------
<S> <C>
Current assets.............................................. (Pounds) 323.4
Network assets.............................................. 1,332.0
Other long term assets...................................... 999.3
Current liabilities......................................... (383.7)
Long term debt.............................................. (208.4)
Other long term liabilities................................. (802.5)
---------------
Total purchase price...................................... (Pounds)1,260.1
===============
</TABLE>
The principal adjustments to London Electricity's historical cost of its
assets and liabilities include: (a) increase in the value of network assets
((Pounds)488.6 million); (b) increase in pension asset for defined benefit
pension plan under US GAAP ((Pounds)67.8 million); (c) recordation of
distribution license ((Pounds)833.7 million); and (d) recordation of liability
for unfavorable long term contracts ((Pounds)99.5 million). Additionally, the
Company provided for the deferred income tax effect of these adjustments at a
rate of 33% which is included in other long term liabilities. The Company is
amortizing the adjustments for network assets and the distribution license
over estimated useful lives of 40 years and the adjustment for unfavorable
long term contracts over their remaining lives ranging from 14 to
34
<PAGE>
18 years. The Company's asset recorded for the defined benefit pension plan
will be increased or decreased on a prospective basis based on future
actuarial studies of the plan's projected benefit obligation and fair value of
pension plan assets. The liability for unfavorable long term contracts is
based on the estimated fair market value of these contracts over the present
value of the future cash flows under the contracts at the applicable discount
rates and prices.
London Electricity has utilized a portion of the pension plan surplus to
increase benefits to members and reduce employer and employee contributions. A
recent court ruling in the UK upheld such uses of pension surplus. However,
the decision is under appeal and should the decision be reversed on appeal,
the Company could be required to repay pension surplus utilized and recompute
the Company's prepaid pension asset which was (Pounds)145.3 million at March
31, 1997. Additionally, as of March 31, 1997, a tax valuation of fixed assets
had not yet been prepared. Management expects that this tax valuation will be
completed by December 31, 1997. Should an unfavorable outcome result from
appeals on the pension matter subsequent to February 1, 1998, results of
operations may be unfavorably impacted. The Company's allocation of purchase
price is preliminary pending the outcome of these matters.
The unaudited pro forma information presented for Pro Forma Fiscal Year 1997
consists of the historical results of operations of the Predecessor Company
prior to the acquisition and the results of operations of the Successor
Company subsequent to the acquisition, both of which have been adjusted for
the effects of the acquisition as though it had taken place on April 1, 1996.
The primary effects of the acquisition that are reflected in Pro Forma Fiscal
Year 1997 include: (a) an increase in depreciation and amortization expense
resulting from applying the purchase method of accounting to the Predecessor
Company's fixed assets and distribution license based on 40-year useful lives,
(b) reduction in other deductions to eliminate the Predecessor Company's
acquisition defense costs, (c) additional interest associated with debt
incurred to purchase the Predecessor Company at an assumed average rate of
7.3%, and (d) recognition of income tax expense based on a 33% UK statutory
income tax rate.
The information for Pro Forma Fiscal Year 1997 has been prepared for
illustrative purposes only and, because of its nature, cannot give a complete
picture of the Company's results of operations for the relevant period had the
transactions been consummated on the date assumed and does not project the
Company's financial position or results of operations for any future date or
period.
National Grid Group Transactions
During fiscal year 1996, London Electricity, as well as each of the other 11
REC businesses in the UK, reorganized their interests in NGG. London
Electricity distributed the majority of its shares in NGG to its shareholders.
As part of this distribution, London Electricity revalued these shares to fair
market value and recognized a gain of approximately (Pounds)266 million and
received special dividends of (Pounds)131 million and rights dividends of
(Pounds)3.0 million from NGG which were also recognized as income.
Additionally, London Electricity received approximately (Pounds)70.1 million
as a result of NGG's sale of its pumped storage business which was also
recognized as a gain in fiscal year 1996. London Electricity has retained
shares of NGG for the purpose of establishing an employee stock ownership plan
("ESOP") for its employees who were participants in London Electricity stock
option and sharesave plans to compensate them for any dimunition in value in
London Electricity shares as a result of NGG distributions. The cost of such
ESOP shares has been reflected as expense of (Pounds)17.3 million in the
fiscal year 1996 results of operations. As a result of all of the above,
London Electricity recognized a total nonrecurring gain of (Pounds)453 million
((Pounds)366 million after tax effect) in the fiscal year 1996 results of
operations. As part of the agreement among the shareholders of NGG, each of
the RECs agreed to provide a discount to each of their respective Franchise
Supply Customers which, together with the associated reduction in the Fossil
Fuel Levy (as defined in "The Electric Utility Industry in Great Britain"),
produced a credit on each Franchise Supply Customer's bill of just over
(Pounds)50. The cost to
35
<PAGE>
London Electricity of providing this discount amounted to (Pounds)83 million
(net of the reduction in the Fossil Fuel Levy of (Pounds)8 million) which was
credited to customers in the last quarter of fiscal year 1996. The effect of
the refund was to reduce operating revenues, cost of sales, gross profit and
net income by (Pounds)91 million, (Pounds)8 million, (Pounds)83 million and
(Pounds)56 million, respectively. The net dividends received from NGG and the
net after tax proceeds from the sale of NGG's pumped storage business were
sufficient to offset the after tax cash cost of providing the (Pounds)50 per
customer discount to its Franchise Supply Customers and taxation cost of
distributing its NGG investment to its shareholders.
SIGNIFICANT FACTORS AND KNOWN TRENDS
Competition and Industry Challenges
On April 1, 1995, 1996 and 1997 certain reductions in allowed distribution
revenues were made by the Regulator. London Electricity's allowed distribution
revenues were reduced by 14% and 11% on April 1, 1995 and April 1, 1996,
respectively, following reviews by the Regulator. On April 1, 1997, London
Electricity's allowed distribution revenues were decreased an additional 3%,
and there will be further annual reductions of 3% on April 1, 1998 and 1999.
London Electricity plans to pursue a number of cost efficiency initiatives
that are intended to result in operating and cost savings in an attempt to
partially offset the expected price decreases and potential future additional
price reductions. Such efficiencies will include voluntary early retirement
programs, work force reductions and labor cost realignment and are expected to
generate substantial costs savings, when fully implemented by fiscal year
2001. The one-time cost of such savings will be approximately (Pounds)35
million, which has been provided in the Company's March 31, 1997 balance
sheet.
The potential exists for additional distribution price reductions based upon
further review by the Regulator. The cost efficiency initiatives may not
result in sufficient savings to offset price reductions. Price reductions are
mitigated to an extent by the inclusion of an index for inflation in costs of
operation in the determination of the appropriate price level.
Until April 1, 1998, London Electricity has an exclusive right to supply
electricity to customers in its Franchise Area with demand of less than 100kW.
At that time this segment of the supply business will be open to competition,
with the potential for a six-month transition period to full competition in
the supply business. Although the advent of competition for all customers in
the supply business in 1998 will permit all RECs to compete on a national
level, London Electricity may be more sensitive to competition from its
neighboring RECs due to its high customer concentration. London Electricity is
in the process of developing its strategy to meet expanded competition in its
supply business, which will focus on active marketing and customer service to
defend its residential customer base and expanding product offerings to larger
business customers. Such strategy may include the development of strategic
alliances in the provision of energy and related services and the increased
use of hedging of electricity prices to mitigate the increased risk from the
expansion of competition. There can be no assurance that this strategy will be
successful in avoiding a significant loss of customers of London Electricity's
supply business.
The Company expects to incur approximately (Pounds)30 million (a portion of
which is expected to be capitalized) in fiscal year 1998 for re-engineering
and technology costs to prepare for full competition in its supply business in
April 1998. The Company, along with the other RECs, has petitioned the
Regulator to recover such costs from customers, but cannot predict whether and
to what extent such recovery will be allowed.
UK Tax Law Changes
On July 31, 1997, the UK Government enacted certain changes in tax law
including a one-time windfall profits tax on privatized industries and a
reduction in income tax rates from 33% to 31%.
36
<PAGE>
London Electricity has estimated the impact of the windfall profits tax at
approximately (Pounds)140 million, which will not be deductible for UK income
tax purposes. The tax will be payable in two equal installments on December 1,
1997 and 1998. London Electricity has also estimated the impact of the
reduction in income tax rates which will result in a one-time reduction in
deferred income tax liabilities and a corresponding reduction in income tax
expense of approximately (Pounds)38 million. The liability for the windfall
profits tax (with a corresponding charge against income) and the reduction in
London Electricity's deferred income tax liability (with a corresponding
reduction in income tax expense) will be recorded in the Company's quarter
ended September 30, 1997.
Affiliate Businesses and Other Investments
London Electricity plans to continue to expand its involvement in non-core
businesses. Included in these businesses are the ownership, operation, and
maintenance of private distribution networks at the major London area airports
and at a number of rail facilities and the eventual ownership and operation of
electric distribution assets of the Channel Tunnel Rail Link.
London Electricity's PES license currently limits the extent of the
generation capacity in which London Electricity may hold an interest without
the prior consent of the Regulator to 700MW. After taking into account London
Electricity's current ownership interest in Barking Power and other generation
assets, London Electricity could make additional generation investment of
approximately 565 MW in capacity. Under the terms of the PES license,
investments made in generating assets in the UK by affiliates of London
Electricity would count toward the own generation limit. London Electricity
has applied to the Regulator for an exception from this license condition for
certain planned investments by other Entergy subsidiaries that would exceed
London Electricity's own generation limit, but cannot predict whether the
application will be granted.
Additional investments by Entergy in the Company and London Electricity are
subject to regulation under the Public Utility Holding Company Act of 1935, as
amended.
Derivative Financial Instruments
Derivative financial instruments are used by the Company on a limited basis.
The Company utilizes such instruments only to mitigate business risks and not
for speculative purposes. See "Long-Term Debt" footnote to the Company's March
31, 1997 consolidated financial statements for additional information on such
instruments.
Environmental Factors
The UK Environmental Protection Act 1990 addresses waste management issues
and imposes certain obligations on companies which handle and dispose of
waste. Some of London Electricity's distribution activities produce waste, but
London Electricity believes that it has taken and continues to take measures
to comply with the applicable laws and governmental regulations for the
protection of the environment. There are no material legal or administrative
proceedings pending against London Electricity or the Company with respect to
any environmental matter.
Inflation
Inflation neither has had a significant impact on London Electricity in the
last three years, nor is expected to do so in the foreseeable future. London
Electricity's revenues from regulated activities are adjusted based on factors
which include an index for inflation in costs of operations.
37
<PAGE>
RESULTS OF OPERATIONS
Pro Forma Fiscal Year Ended March 31, 1997 Compared with Fiscal Year Ended
March 31, 1996
Earnings
Income from operations was (Pounds)112 million in Pro Forma Fiscal Year
1997, an increase of (Pounds)10 million from fiscal year 1996. The increase
was due principally to customer refunds of (Pounds)83 million in fiscal year
1996 in connection with the NGG demerger. Such customer refunds were partially
offset by (a) a decrease of (Pounds)18 million in gross profit from sales as a
result of increased revenues, offset by increased purchases of electricity
required to supply the increase in unit sales and by higher other costs of
sales, and (b) a (Pounds)54 million increase in operating expenses.
Income from operations by segments for Pro Forma Fiscal Year 1997 was
(Pounds)92 million, (Pounds)6 million, and (Pounds)14 million for the
distribution, supply, and other segments, respectively. Income (loss) from
those segments in fiscal year 1996 was (Pounds)158 million, (Pounds)(70)
million, and (Pounds)16 million, respectively.
Net income decreased by (Pounds)133 million, from (Pounds)149 million in
fiscal year 1996 (excluding the after tax effect of NGG transactions of
(Pounds)310 million) to (Pounds)16 million in Pro Forma Fiscal Year 1997. This
decrease was primarily due to the effects of the various acquisition
adjustments listed above in Pro Forma Fiscal Year 1997 and the reduction in
distribution operating revenues as discussed in "--Revenues" comparing fiscal
year 1996 to Pro Forma Fiscal Year 1997.
Revenues
Operating revenues, excluding the impact of the NGG refund, increased by
(Pounds)71 million (6%) from (Pounds)1,279 million in fiscal year 1996 to
(Pounds)1,350 million in Pro Forma Fiscal Year 1997 as follows:
<TABLE>
<CAPTION>
OPERATING REVENUES
INCREASE
(DECREASE) FROM
FISCAL YEAR 1996
TO PRO FORMA
FISCAL YEAR 1997
------------------
((Pounds)
MILLIONS)
<S> <C>
Electricity distribution.................................. (21)
Electricity supply........................................ 76
Other..................................................... 18
Intra-business............................................ (2)
---
Total operating revenues................................ 71
===
</TABLE>
Two principal factors determine the amount of revenues produced by the main
electricity distribution business: the unit price of the electricity
distributed (which is controlled by the Distribution Price Control Formula)
and the number of electricity units distributed which depends on the demands
of London Electricity's customers for electricity within London Electricity's
franchise area. Demand varies based in part upon weather conditions and
economic activity. Following London Electricity's regulatory distribution
price review in 1994, London Electricity's allowable expected distribution
revenues were reduced, effective beginning in fiscal year 1996, by 14%, before
an allowed increase for inflation. Subsequently, the Regulator announced a
further distribution price reduction of 11%, before an allowed increase for
inflation, effective beginning at the start of fiscal year 1997, which has had
and will continue to have the effect of reducing London Electricity's
distribution revenues. See "The Electric Utility Industry in Great Britain".
In Pro Forma Fiscal Year 1997, application of the Distribution Price Control
Formula resulted in a reduction in London Electricity's distribution revenues
as compared to fiscal year 1996.
Revenues from the distribution business decreased by (Pounds)21 million (6%)
from (Pounds)357 million for fiscal year 1996 to (Pounds)336 million for Pro
Forma Fiscal Year 1997 principally due to a decrease in the
38
<PAGE>
average price of units distributed. A 3% increase in sales volume partially
offset the average price decrease.
Two principal factors determine the amount of revenues produced by the
supply business: the unit price of the electricity supplied (which, in the
case of the Franchise Supply Customers, is controlled by the Supply Price
Control Formula) and the number of electricity units supplied. London
Electricity is expected to have the exclusive right to supply all Franchise
Supply Customers in its Franchise Area until April 1998.
Franchise Supply Customers, which are generally residential/domestic and
small commercial customers, comprised 54% of total sales volume in Pro Forma
Fiscal Year 1997. The volume of unit sales of electricity for Franchise Supply
Customers is influenced largely by the number of customers in London
Electricity's Franchise Area, weather conditions and prevailing economic
conditions. Unit sales to Non-Franchise Supply Customers, who are typically
large commercial and industrial businesses, constituted 46% of total sales
volume in Pro Forma Fiscal Year 1997. Volume in this segment is determined
primarily by the success of the supply business in contracting to supply
customers with electricity who are located both inside and outside London
Electricity's service area.
During Pro Forma Fiscal Year 1997, the number of electricity units supplied
increased by 14% while total revenues produced by the supply business
increased by (Pounds)76 million (6%), to (Pounds)1,265 million from
(Pounds)1,189 million (excluding the impact of the NGG refund of (Pounds)91
million) for the fiscal year 1996. The relatively small revenue increase was
due to a majority of the increase in total units supplied to Non-Franchise
Supply Customers, who are larger energy users, charged at generally lower
average unit prices relative to those charged to Franchise Supply Customers.
For Franchise Supply Customers, the number of electricity units supplied
increased by 1% but revenues declined by 2% due to the operation of the Supply
Price Control Formula.
Other revenues in Pro Forma Fiscal Year 1997 totaled (Pounds)78 million, an
increase of (Pounds)19 million over fiscal year 1996. Such increase was
primarily a result of increased electrical contracting services to the
distribution segment by London Electricity Contracting Limited ("LEC"), the
revenues for which were eliminated in intra-business eliminations. Intra-
business eliminations decreased slightly from fiscal year 1996 to Pro Forma
Fiscal Year 1997 notwithstanding the LEC increase due principally to the
reductions in electricity distribution revenues (the majority of which are
charged to the supply segment) as discussed above.
Cost of Sales
Cost of sales increased by (Pounds)89 million (11%) from (Pounds)843 million
(excluding the NGG-related Fossil Fuel Levy reduction of (Pounds)8 million) in
fiscal year 1996 to (Pounds)932 million in Pro Forma Fiscal Year 1997. This
increase was principally the result of an increase in the supply business cost
of sales of (Pounds)77 million reflecting an increase in purchases of
electricity to supply the increase in unit sales as discussed above.
Operating Expenses
Operating expenses increased by (Pounds)54 million (21%) from (Pounds)252
million in fiscal year 1996 to (Pounds)306 million in Pro Forma Fiscal Year
1997. This increase was primarily due to depreciation and amortization expense
being higher by (Pounds)32 million due principally to the purchase method of
accounting to the Predecessor Company's fixed assets and distribution license
based on 40-year useful lives and to (Pounds)20 million in restructuring
charges, (Pounds)12 million of which were incurred by London Electricity prior
to the acquisition.
39
<PAGE>
Income from Operations
Income from operations increased by (Pounds)10 million (10%) from
(Pounds)102 million in fiscal year 1996 to (Pounds)112 million in Pro Forma
Fiscal Year 1997. This increase was comprised of increases (decreases) of
(Pounds)(66) million and (Pounds)76 million in the distribution and supply
segments, respectively. The decrease in distribution operating income of
(Pounds)66 million was principally due to: (i) reductions in distribution
revenue from an 11% distribution price reduction, before an allowed increase
for inflation, announced by the Regulator effective at the beginning of fiscal
year 1997, (ii) an increase in distribution operating expenses due to a pro
forma increase in depreciation and amortization expense from applying the
purchase method of accounting, and (iii) an increase in distribution operating
expenses due to restructuring charges in Pro Forma Fiscal Year 1997. An
increase of 3% in distribution sales volume partially offset the net decrease
in distribution operating income.
The increase in supply operating income of (Pounds)76 million was
principally due to the (Pounds)83 million customer refund (net of the Fossil
Fuel Levy reduction) in 1996 from the NGG transactions and a 14% increase in
number of electricity units supplied. Such increases were partially offset by
a (Pounds)77 million increase in the cost of electricity purchases for the
supply business.
Other Income (Expense)
Other income (expense) decreased by (Pounds)467 million from (Pounds)473
million in fiscal year 1996 to (Pounds)6 million in Pro Forma Fiscal Year
1997. This decrease was primarily attributable to other income of (Pounds)450
million from the NGG transaction in fiscal year 1996. See "--National Grid
Group Transactions."
Interest Expense, Net
Interest expense, net increased by (Pounds)88 million from (Pounds)5 million
in fiscal year 1996 to (Pounds)93 million in Pro Forma Fiscal Year 1997,
principally as a result of the financing costs associated with the debt issued
for the acquisition. Interest expense for Pro Forma Fiscal Year 1997 reflects
interest expense recorded in connection with the acquisition as if the
acquisition had occurred on April 1, 1996 and had been financed at an assumed
interest rate of 7.3% per year. Of the increase in interest expense,
(Pounds)64 million was attributable to this pro forma adjustment. The
remaining increase is attributable to the 8 5/8%, (Pounds)100 million Eurobond
issue in October 1995 which was outstanding for five months of fiscal year
1996 and the entire Pro Forma Fiscal Year 1997 and an increase of (Pounds)45
million in short-term borrowings from March 31, 1996 to March 31, 1997.
Income Taxes
The Company's effective income tax rate of 19% in fiscal year 1996 increased
to 33% for Pro Forma Fiscal Year 1997. This increase was due to book/tax
differences from the NGG transaction in fiscal year 1996 and use of an assumed
statutory 33% rate in Pro Forma Fiscal Year 1997.
Fiscal Year 1996 Compared with Fiscal Year 1995
Earnings
Income from operations was (Pounds)102 million in fiscal year 1996, a
decrease of (Pounds)64 million from fiscal year 1995. This decrease was due
principally to the refund (Pounds)(83) million ordered in connection with the
NGG demerger in fiscal year 1996 and a decrease of (Pounds)34 million in gross
profit from sales, principally due to the increase in electricity purchase
costs exceeding the increase in supply revenues. This was partially offset by
a (Pounds)52 million decrease in operating expenses.
Income (loss) from operations by segments for fiscal year 1996 was
(Pounds)158 million, (Pounds)(70) million and (Pounds)16 million for the
distribution, supply and other segments, respectively. Income from those
segments in fiscal year 1995 was (Pounds)141 million, (Pounds)11 million and
(Pounds)14 million, respectively.
40
<PAGE>
Net income increased by (Pounds)28 million, from (Pounds)121 million in
fiscal year 1995 to (Pounds)149 million in fiscal year 1996 (excluding the
effect of NGG transactions of (Pounds)310 million). This increase was
primarily due to a reduction in operating expenses due to a fiscal year 1995
(Pounds)41 million restructuring charge.
Revenues
Operating revenues, excluding the impact of the NGG refund, increased by
(Pounds)70 million (6%) from (Pounds)1,209 million in fiscal year 1995 to
(Pounds)1,279 million in fiscal year 1996 as follows:
<TABLE>
<CAPTION>
OPERATING REVENUES
INCREASE (DECREASE)
FROM FISCAL YEAR 1995
TO FISCAL YEAR 1996
---------------------
((Pounds) MILLIONS)
<S> <C>
Electricity distribution............................... (22)
Electrical supply...................................... 75
Other.................................................. 15
Intra-business......................................... 2
---
Total operating revenues............................. 70
===
</TABLE>
The factors affecting distribution revenues are the same as those described
above in "--Revenues" comparing fiscal year 1996 to Pro Forma Fiscal Year
1997. Revenues from the distribution business decreased by (Pounds)22 million
(6%) from (Pounds)379 million for fiscal year 1995 to (Pounds)357 million for
fiscal year 1996 principally due to a decrease in the average price of units
distributed. A 5% increase in sales volume partially offset the average price
decrease.
Revenues from the supply business increased by (Pounds)75 million from
(Pounds)1,114 million in fiscal year 1995 to (Pounds)1,189 million (excluding
the impact of the NGG refund) in fiscal year 1996. This increase reflects an
increase of (Pounds)83 million in revenues from the non-franchise supply
market as the result of a 45% increase in unit sales to those customers. Sales
to these customers comprised 39% of the total sales from the supply business.
This was partially offset by a (Pounds)8 million reduction in revenues from
the franchise supply market which was primarily due to lower unit prices
received as units supplied increased slightly.
Other revenues in fiscal year 1996 totaled (Pounds)59 million, an increase
of (Pounds)15 million over fiscal year 1995. Such increase was principally a
result of increased services to the distribution segment by LEC, the revenues
for which were eliminated in intra-business eliminations. The increase in
intra-business eliminations was offset principally by the reductions in
electricity distribution revenues (the majority of which are charged to the
supply segment) as discussed above.
Cost of Sales
Cost of sales increased by (Pounds)103 million (14%) from (Pounds)740
million in fiscal year 1995 to (Pounds)843 million (excluding NGG-related
Fossil Fuel Levy reduction of (Pounds)8 million) in fiscal year 1996. This
increase is principally the result of an increase in the supply business
electricity purchase costs of (Pounds)100 million reflecting an increase in
purchases of electricity to correspond with the increase in unit sales as
discussed above.
Operating Expenses
Operating expenses decreased by (Pounds)52 million (17%) from (Pounds)304
million in fiscal year 1995 to (Pounds)252 million in fiscal year 1996. The
principal reasons for the decrease were (Pounds)41 million in restructuring
charges incurred in fiscal year 1995 and a (Pounds)10 million decrease in
other operation and maintenance
41
<PAGE>
costs as a result of reduced payroll and benefit expense due to a lower number
of employees as a result of restructuring and reduced pension cost due to use
of a portion of defined benefit plan overfunding.
Income from Operations
Income from operations decreased by (Pounds)64 million (39%) from
(Pounds)166 million in fiscal year 1995 to (Pounds)102 million in fiscal year
1996. This decrease was comprised of increases (decreases) of (Pounds)17
million and (Pounds)(81) million in the distribution and supply segments,
respectively. The increase in distribution operating income of (Pounds)17
million was principally due to: (i) an increase of 5% in distribution sales
volume, (ii) a decrease in distribution operating expenses in 1996 due to
(Pounds)41 million of restructuring charges in fiscal year 1995, (iii)
reductions in payroll and related benefits in fiscal year 1996 due to
reductions in number of employees, and (iv) use of a portion of pension plan
overfunding in fiscal year 1996 to reduce pension cost. Such increases were
partially offset by reductions in distribution revenue from an 11%
distribution price reduction, before an allowed increase for inflation,
announced by the Regulator effective at the beginning of fiscal year 1996.
The decrease in supply operating income of (Pounds)81 million was
principally due to the (Pounds)83 million customer refund (net of the Fossil
Fuel Levy reduction) in 1996 from the NGG transactions, a (Pounds)100 million
increase in the cost of electricity purchases for the supply business and an
(Pounds)8 million reduction in franchise supply customer revenue due to lower
unit prices. Such decreases were partially offset by a 45% increase in unit
sales to Non-Franchise Supply Customers.
Other Income (Expense)
Other income (expense) increased by (Pounds)450 million for fiscal year
1996, to (Pounds)473 million. This increase was due to the gain and dividends
on the NGG transaction, partially offset by a related contribution to the
Employee Stock Ownership Plan. See "--National Grid Group Transactions."
Interest Expense - Net
Interest expense - net increased by (Pounds)4 million from (Pounds)1 million
in fiscal year 1995 to (Pounds)5 million in fiscal year 1996 principally as a
result of substantially more long-term debt outstanding during fiscal year
1996 than during fiscal year 1995. Also contributing to this increase was a
reduction in interest income.
Income Taxes
The Predecessor Company's effective income tax rate decreased from 32% to
19% from fiscal year 1995 to fiscal year 1996. The reduction in the effective
income tax rate was due principally to book/tax differences generated from the
NGG transactions in fiscal year 1996.
LIQUIDITY AND CAPITAL RESOURCES
The Company's sole investment and only significant asset is the entire share
capital of London Electricity. The Company is therefore dependent upon
dividends from London Electricity for its cash flow. The Company's primary
need for liquidity is to pay interest on its debt, and management believes
that, following this offering and the restructuring of the Acquisition Debt,
it will receive sufficient amounts of dividends from London Electricity to
make such payments. The Company believes that London Electricity will
distribute all cash flow generated which is in excess of the amounts necessary
for London Electricity to conduct its business.
Demand for electricity in the UK and in London Electricity's Franchise Area
is seasonal, with demand being higher in the winter months and lower in the
summer months. London Electricity bills
42
<PAGE>
its Franchise Supply Customers on a staggered quarterly basis while it is
generally required to pay related expenses (principally the cost of purchased
electricity) on 28-day terms. However, approximately 45% of the Franchise
Supply Customers settle their accounts using regular payment plans based on
prepayment or spreading of the cost of their annual bill evenly throughout the
year. A majority of London Electricity's supply revenues are based on a fixed
price per unit. The cost of supply to London Electricity from the Pool, if not
covered by hedging mechanisms, varies throughout the year, generally being
higher in winter months and lower in summer months. London Electricity
balances the effect of these influences on its working capital needs with
drawings under its available credit facilities.
The principal sources of funds of the Successor Company during Pro Forma
Fiscal Year 1997 were (Pounds)166 million from operations, (Pounds)945 million
from the (Pounds)1,250 million Credit Facilities Agreement and (Pounds)240
million of equity contributions from Entergy. During this period, the Company
invested cash of (Pounds)1,174 million in its acquisition of London
Electricity, and (Pounds)152 million was invested in capital expenditures.
The principal sources of funds of the Predecessor Company during fiscal year
1996 were (Pounds)191 million from operations and (Pounds)99 million from the
proceeds of a Eurobond issuance. During fiscal year 1996, the Predecessor
Company invested (Pounds)111 million in capital expenditures and paid
dividends of (Pounds)260 million which included a special dividend of
(Pounds)199 million.
The principal sources of funds of the Predecessor Company during fiscal year
1995 were (Pounds)123 million from operations, (Pounds)114 million from the
sale of marketable securities, and (Pounds)56 million of net additional short
term borrowings. During fiscal year 1995, the Predecessor Company invested
(Pounds)110 million in capital expenditures and paid dividends of (Pounds)53
million. The Predecessor Company also repaid (Pounds)70 million of government
debt and repurchased common stock totaling (Pounds)149 million.
At March 31, 1997, the Successor Company had negative working capital of
(Pounds)47 million, compared to negative working capital of the Predecessor
Company of (Pounds)7 million at March 31, 1996. The increased working capital
deficit at March 31, 1997 is primarily the result of the initial financing
structure of the acquisition of London Electricity and increased borrowings
under London Electricity's credit facilities.
To meet short-term cash needs and contingencies, the Successor Company had
approximately (Pounds)25 million of cash and cash equivalents at March 31,
1997.
The Company had several primary sources of liquidity available at March 31,
1997 including: (i) London Electricity's cash from operations which totaled
(Pounds)166 million in Pro Forma Fiscal Year 1997, (ii) the Company's
availability under its (Pounds)1,250 million Credit Facilities Agreement of
approximately (Pounds)305 million at March 31, 1997, (iii) London
Electricity's several uncommitted loan facilities totaling (Pounds)200 million
provided by banking institutions, and (iv) London Electricity's (Pounds)150
million commercial paper program. At the end of fiscal year 1997, a total of
(Pounds)141 million was borrowed under the London Electricity commercial paper
facility. The Company intends to use availability under existing facilities,
or replacements thereof, to finance its expected payments of windfall profits
taxes in December 1997 and 1998 which total (Pounds)140 million.
The Company's (Pounds)1,250 million Credit Facilities Agreement was executed
on December 17, 1996. Proceeds of this facility, which is in three tranches
(Facility A for (Pounds)810 million, Facility B for (Pounds)240 million, and
Facility C for (Pounds)200 million), have been used to fund the majority of
the acquisition of London Electricity and are available to provide working
capital for London Electricity. The Credit Facilities Agreement is
collateralized by the assets of the Company, consisting of all shares of
London Electricity. (Pounds)945 million of variable rate borrowings were
outstanding under this credit facility as of March 31, 1997. These tranches
have maturity dates ranging from December 17, 1998 to December
43
<PAGE>
17, 2001. Facility B requires additional guarantees or repayment by December
17, 1997 to avoid an increase in the variable interest rates on all three
facilities and commencement of scheduled payments. The net proceeds of the
Offering will be used to repay a portion of Facility B.
At the end of fiscal year 1997, London Electricity also had outstanding
(Pounds)200 million of Eurobonds. These bonds mature in two tranches of
(Pounds)100 million each in 2003 and 2005.
London Electricity's capital expenditures are primarily related to the
distribution business and include expenditures for load-related, non-load-
related and non-operational capital assets. Load-related capital expenditures
are largely required by new business growth. Customer contributions are
normally received where capital expenditures are made to extend or upgrade
service to customers (except to the extent that such capital expenditures are
made to enhance London Electricity's distribution network generally). Non-
load-related capital expenditures include asset replacement which is expected
to continue until at least the next decade. Other non-load-related
expenditures include system upgrade work that provides for load growth and has
the additional benefit of improving network security and reliability. Non-
operational capital expenditures are for assets such as fixtures and
equipment. For fiscal years 1995 and 1996, and for Pro Forma Fiscal Year 1997,
capital expenditures were (Pounds)110 million, (Pounds)111 million, and
(Pounds)152 million, respectively. London Electricity is required to file
five-year projections with the Regulator for capital expenditures related to
its regulated distribution network and updates of such projections annually.
The most recent projection was for the five-year period ended March 31, 2000
and was filed in July 1997. This filing indicated London Electricity's current
projection of approximately (Pounds)482 million for the five year period.
Approximately (Pounds)186 million has already been spent in fiscal year 1996
and Pro Forma Fiscal Year 1997 related to this five-year projection.
London Electricity is a member of the London and Continental consortium that
has won the contract to build the Channel Tunnel Rail Link. This is likely to
require future additional capital expenditures of approximately (Pounds)60 -
(Pounds)80 million to be made by London Electricity over the next six years.
London Electricity is also a member of the City of Greenwich Lewisham Rail
Link plc which will require expenditures of approximately (Pounds)6 million in
the next two years. London Electricity maintains the distribution network for
the British Airport Authority of Heathrow, Gatwick, and Stansted airports and
expects to spend approximately (Pounds)36 million on this network over the
next six years.
To reduce the impact of interest rate changes, the Company has entered into
several interest rate swaps with total notional amount of (Pounds)600 million
currently outstanding and with maturity dates ranging from March 1999 to
September 2001. The interest rate swaps are from a LIBOR variable rate to an
average fixed rate of approximately 7.5%. See "Long-Term Debt" note to the
Company's consolidated financial statements for further information.
The Company does not have any foreign currency hedging contracts in place;
however, it does intend to swap some or all of the US dollar liabilities
associated with the Perpetual Junior Subordinated Debentures back to pounds
sterling to hedge the currency risk associated therewith.
London Electricity's supply business to Non-Franchise Supply Customers
generally involves entering into fixed price contracts to supply electricity
to its customers. The electricity is obtained primarily by purchases from the
Pool. Because the price of electricity purchased from the Pool can be
volatile, London Electricity is exposed to risk arising from differences
between the fixed price at which it sells electricity and the fluctuating
prices at which it purchases electricity unless it can effectively hedge such
exposure. This risk will be extended to the Franchise Supply market beginning
on April 1, 1998. To mitigate its exposure to volatility, London Electricity
utilizes contracts for differences ("CFDs") and power purchase contracts with
certain UK generators to fix the price of electricity for a contracted
quantity over a specific period of time. At March 31, 1997, the Company has
outstanding CFDs and power purchase contracts for approximately 46,000 GWh of
electricity.
44
<PAGE>
These include a long term power purchase contract with an affiliate which is
based on 27.5% of the affiliate's capacity from its 1000 MW facility through
the year 2010. London Electricity's electricity sales volumes were
approximately 15,771 GWh; 18,117 GWh and 20,758 GWh for fiscal years 1995 and
1996 and Pro Forma Fiscal Year 1997, respectively.
Management believes that cash flow from operations, together with its
existing sources of credit and the proceeds from this offering and the
restructuring of the Credit Facilities Agreement, will provide sufficient
financial resources to meet the Company's projected capital needs and other
expenditure requirements for the foreseeable future. London Electricity has
made a representation to the Regulator, in connection with the acquisition and
its PES license, that it will use all reasonable endeavors to ensure that it
maintains an investment grade rating on its long-term debt.
45
<PAGE>
BUSINESS
INTRODUCTION
London Electricity's principal businesses are the distribution of
electricity and the supply of electricity to approximately 2 million customers
in the London metropolitan area. London Electricity also conducts ancillary
business activities apart from the distribution and supply business that are
not subject to regulation, such as owning and operating private electricity
distribution networks and holding interests in power generation.
DISTRIBUTION BUSINESS
London Electricity's distribution business consists of the ownership,
management and operation of the electricity distribution network within the
Franchise Area. The primary activity of the distribution business is the
receipt of electricity from the national grid transmission system and the
distribution of electricity to end users connected to London Electricity's
power lines. Virtually all electricity supplied (whether by London
Electricity's supply business or by other suppliers) to consumers in the
Franchise Area is transported through its distribution network, thus providing
London Electricity with a stable distribution volume unaffected by customer
choice of supplier. As a holder of a PES license, London Electricity is
subject to a price cap regulatory framework providing economic incentives to
increase the volume of electricity distributed and to operate in a more cost-
effective manner. See "The Electric Utility Industry in Great Britain".
Distribution Business Customers, Units Distributed, Revenues and Operating
Profit
London Electricity combines a substantial commercial sector with a domestic
sector to form a unique customer base among RECs. Approximately 60% of London
Electricity's distribution sales are to the commercial sector. London
Electricity serves the office and retail center of the capital of the UK. The
growth of London as a major financial center has been a significant factor in
increased consumption as the standards of lighting, air conditioning and
computing have improved. London Electricity's domestic (residential) customers
live in a mix of urban and suburban parts of metropolitan London, including
both inner city and more affluent suburban areas.
The following table sets out details of London Electricity's distribution
customers, units distributed, distribution revenues and operating profit.
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
-----------------------------------------
1995 1996 1997
------------- ------------- -------------
NUMBER OF CUSTOMERS CONNECTED AT
YEAR END
- --------------------------------
<S> <C> <C> <C>
Domestic........................... 1,705,898 1,721,123 1,737,547
Commercial......................... 231,621 231,330 230,904
Industrial......................... 10,283 9,667 9,155
------------- ------------- -------------
Total............................ 1,947,802 1,962,120 1,977,606
============= ============= =============
<CAPTION>
ELECTRICITY DISTRIBUTED (GWH)
- -----------------------------
<S> <C> <C> <C>
Domestic........................... 6,230 6,472 6,696
Commercial......................... 11,621 12,383 12,816
Industrial......................... 1,815 1,837 1,882
------------- ------------- -------------
Total............................ 19,666 20,692 21,394
============= ============= =============
<CAPTION>
(IN MILLIONS)
<S> <C> <C> <C>
Distribution Revenues.............. (Pounds)379.1 (Pounds)357.1 (Pounds)336.1*
Distribution Operating Profit...... (Pounds)141.2 (Pounds)158.0 (Pounds) 92.2*
</TABLE>
- --------
* Represents amounts for the Pro Forma Fiscal Year ended March 31, 1997. See
"--Pro Forma Condensed Consolidated Statement of Operations" for
explanation of pro forma adjustments.
46
<PAGE>
London Electricity's distribution business has grown in both its customer
base and the number of units distributed, primarily reflecting economic growth
in London. At March 31, 1997, London Electricity had experienced a five year
compound annual growth rate of 0.5% in customers and a five year compound
annual growth rate of 2.6% in units of electricity distributed.
Competition in the Distribution Business
London Electricity has not experienced significant competition in its
distribution business. The Company believes that the cost of providing a
duplicate underground network connected to the Grid would be prohibitive. To
the extent a customer may invest in its own on-site electric generating
plants, such customer would no longer require distribution and related
services from London Electricity except for standby connection to the Grid.
London Electricity has the smallest industrial customer base of all of the
RECs which the Company believes results in a reduced downside risk of loss of
load from cogeneration. The distribution business is subject to marginal loss
of income from related services, such as metering, that will become subject to
competition in the year 2000.
Strategy for the Distribution Business
The principal pressures on the distribution business are the regulatory
price formula and standards of performance, each established by the Regulator.
Since being acquired by the Company, London Electricity has reviewed and
refined its distribution strategy and established goals of cost savings and
improved customer service.
The distribution business will pursue several cost efficiency initiatives
expected to yield savings in both operating and capital costs. These
initiatives include major process redesign projects within the engineering,
metering, and customer operations activities of the business. In addition, the
Company's asset management philosophy will focus on optimizing the life-cycle
economics of the London Electricity network asset base by controlling the
annual capital spending with respect to such network without prejudicing its
performance.
Improvements in customer service in the distribution business are also part
of London Electricity's strategy to retain Franchise Supply Customers in the
Franchise Area after the introduction of competition on April 1, 1998 and are
expected to enable London Electricity to meet the performance standards
established by the Regulator. London Electricity believes that these
improvements are important both for building customer loyalty to benefit the
supply business by maintaining and improving customer satisfaction and for
maintaining good relations with the Regulator. Improvements in customer
service are being pursued, in part through improvements in system performance,
measured primarily in terms of customer minutes lost and speed of supply
restoration. To that end, London Electricity is pursuing several initiatives,
including (i) installation of remote control facilities at secondary
substations; (ii) implementation of formal control over all activities on the
low voltage network; (iii) implementation of new business processes generally
in the distribution business, and particularly in the emergency services
activity; and (iv) application of asset management techniques to refocus
London Electricity's capital program on improvements in system reliability.
Distribution Facilities
Electricity is transported across the Grid at 400kV or 275kV to twelve grid
supply points within London Electricity's distribution network, where it is
then transformed by London Electricity to 132kV and transported through London
Electricity's distribution system. Electricity is also transported to six
national grid supply points located in the franchise areas of neighboring
RECs, which are connected to London Electricity's distribution system by
overhead lines and underground cables. Substantially
47
<PAGE>
all electricity which enters London Electricity's distribution system is
received at these eighteen grid supply points.
At March 31, 1997, London Electricity's electricity distribution network
(excluding service connections to consumers) included overhead lines and
underground cables at the operating voltage levels indicated in the table
below:
<TABLE>
<CAPTION>
OVERHEAD LINES UNDERGROUND
(CIRCUIT CABLES
OPERATING VOLTAGE MILES) (CIRCUIT MILES)
----------------- -------------- ---------------
<S> <C> <C>
132kV...................................... 24 301
66kV....................................... 8 354
33kV....................................... 0 387
22kV....................................... 0 173
11kV....................................... 1 4,134
6.6kV...................................... 0 1,062
480 or 415/240V............................ 0 12,175
--- ------
Total...................................... 33 18,586
</TABLE>
In addition to the circuits referred to above, London Electricity's
distribution facilities also include:
<TABLE>
<CAPTION>
AGGREGATE CAPACITY
TRANSFORMERS NUMBER (MEGA VOLT AMPERES)
------------ ------ -------------------
<S> <C> <C>
132kV/lower voltages.......................... 141 6,741
66kV or 33kV/11kV or 6.6kV.................... 252 4,259
11kV or 6.6kV/lower voltages.................. 12,826 7,785
Other......................................... 64 1,170
------ ------
Total......................................... 13,283 19,955
<CAPTION>
AGGREGATE CAPACITY
SUBSTATIONS NUMBER (MEGA VOLT AMPERES)
----------- ------ -------------------
<S> <C> <C>
132kV/33kV.................................... 52 6,741
66kV or 33kV/11kV or 6.6kV.................... 78 4,259
11kV or 6.6kV/415V or 240V.................... 12,725 10,585
Other......................................... 22 1,170
------ ------
Total......................................... 12,877 22,755
</TABLE>
In providing service connections to customers and to street lighting,
traffic lights and other installations from its network, London Electricity
uses underground cables in addition to those referred to above. Electricity is
received by customers at various voltages depending upon their requirements.
At March 31, 1997, London Electricity's distribution system was connected to
approximately 2 million customers.
Operation and control of London Electricity's distribution system is
continuously monitored and coordinated from one central control center located
in Brixton, south London. This control center is responsible for all HV and
EHV networks. A reserve control center is located in Islington, north London.
A system control data acquisition system monitors and controls all 132kV,
66kV, 33kV and 22kV switchgear and selected 11kV and 6.6kV switchgear.
SUPPLY BUSINESS
London Electricity's supply business consists of selling electricity to end
users, purchasing such electricity and arranging for its distribution to those
end users. Under its PES license, London Electricity has an exclusive right to
supply electricity to Franchise Supply Customers (those who have a demand of
not more than 100kW). This exclusive right is scheduled to continue until at
least
48
<PAGE>
April 1, 1998. The supply business to Non-Franchise Supply Customers (those
who have demand of 100kW and above), both inside and outside London
Electricity's Franchise Area is open to competition.
Supply sales volumes, supply revenues and operating profit are shown in the
table below.
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
------------------------------------------------
1995 1996 1997
--------------- --------------- ---------------
SALES VOLUME (GWH)
- ------------------
<S> <C> <C> <C>
100kW and above.............. 4,217 6,575 9,094
Under 100kW.................. 11,554 11,542 11,664
--------------- --------------- ---------------
15,771 18,117 20,758
=============== =============== ===============
<CAPTION>
(IN MILLIONS)
<S> <C> <C> <C>
Supply Revenues................ (Pounds)1,113.6 (Pounds)1,188.9* (Pounds)1,264.5
Supply Operating Profit........ (Pounds)11.1 (Pounds)12.6* (Pounds)5.8
</TABLE>
- --------
* Excludes the effect of NGG discount to customers and reduction in Fossil
Fuel Levy which reduced supply revenues and supply operating profit by
(Pounds)91 million and (Pounds)83 million, respectively.
Competition in the Supply Business
The supply business is currently divided between Franchise Supply Customers,
customers with under 100kW demand within the Franchise Area, and Non-Franchise
Supply Customers, customers with 100kW and above demand inside or outside the
Franchise Area. The non-franchise threshold was lowered to 100kW in April 1994
allowing competition in supply for these customers while Franchise Supply
Customers remained subject to regulation. Competition in supply to Franchise
Supply Customers will be phased in over a six month period commencing April 1,
1998, and the exclusive right of London Electricity to supply the Franchise
Market will then cease. The Regulator has indicated that some transitional
price regulation will continue for smaller consumption customers for an
initial period of two years until an adequate level of competition is
established. See "The Electric Utility Industry in Great Britain--Industry
Structure--Supply of Electricity".
In 1994, London Electricity initially had difficulty competing in the 100kW
and above market which became competitive and lost approximately 40% of its
supply sales in the Franchise Market due to aggressive marketing by its
competitors eager to penetrate the London market. Since implementing a new
strategy focused on sales to Non-Franchise Markets, London Electricity has
more than recovered the sales lost in the Franchise Market by competing on
price and tailoring contracts to the needs of customers. The profitability in
the 100kW and above market on a per unit basis is significantly less than in
the under 100kW market. Accordingly, the loss of any individual major customer
would not threaten overall profitability of London Electricity.
Significant steps have been taken both to reduce the cost base of the supply
business and to invest in marketing, systems and management resources to
compete in the market for the supply of electricity. In 1995 London
Electricity transferred the work of 600 London based staff to a new customer
service facility located in northeastern England in order to reduce
operational costs. As a result, the Company was able to upgrade customer
operations facilities, reduce manpower and recruit high caliber staff in a
lower cost labor market. The benefits of this relocation are now being
realized in terms of high quality customer service combined with lower costs.
In 1997, London Electricity also introduced a new customer database system to
replace its previous billing system.
Strategy for the Supply Business
Since Entergy's acquisition of London Electricity, London Electricity has
commenced a review of the supply market to establish new goals for its supply
business and to update its strategy for achieving those goals. The strategy
reflects the need to differentiate segments of the market. For the
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<PAGE>
largest business customers, the approach will be to focus on limited volume
growth while improving margin by refining customer mix, offering higher margin
products, and optimizing the contribution from purchasing. For smaller
business customers, the aim will be to retain these profitable accounts with
flexible customer proposals, telesales and direct selling. This strategy will
include proactive defense of London Electricity's residential customer base
within the Franchise Area because management believes that the London market
will be an attractive target for competing RECs.
This strategy includes further steps to reduce the cost base of the supply
business. Consideration is being given to the role which alliances might play
in cost reduction and matching the cost bases of aggressive larger
competitors. Studies are also being undertaken to establish the future role of
dual fuel offerings of electricity and gas.
AFFILIATE BUSINESSES AND OTHER INVESTMENTS
London Electricity's ancillary business activities primarily include, among
other things, owning and operating private electricity distribution networks,
holding interests in power generation, operating an electrical contracting
business and gas retailing.
Private Distribution Networks
London Electricity's wholly-owned subsidiary London Electricity Services
Limited ("LES") owns, operates and maintains electricity distribution networks
other than London Electricity's regulated distribution network. In 1993, a
substantial portion of the electricity distribution networks of Heathrow,
Gatwick and Stansted airports was acquired for (Pounds)90 million from BAA
plc. Under its agreement with BAA plc, LES receives an annual fee for the use
of the networks in the amount of (Pounds)13.5 million for the first year with
increases linked to the UK Retail Price Index and unit growth. Further
investment of (Pounds)20 million with corresponding increased fee income has
occurred in the last three years. At Heathrow this included a (Pounds)10
million project to expand the distribution network and improve reliability and
security of the system as well as to accommodate further developments at the
airport and the construction of the Paddington-Heathrow rail-link. Additional
expansion investment is planned.
In 1996 London & Continental Railways Limited ("LCR") agreed to design,
build, finance and operate the high speed link from London to the Channel
Tunnel. The projected total cost of the project is (Pounds)4 billion, and
completion is scheduled in the year 2003. During construction LCR is
essentially a train-operating company using existing railtrack capacity. After
completion, LCR will own all the track and infrastructure assets. In 1997,
London Electricity's wholly-owned subsidiary, London Electricity Enterprises
Limited ("LEE"), provided (Pounds)5 million of equity to LCR and is committed
to providing an additional (Pounds)5 million of equity in 1998. Furthermore,
LES has provided (Pounds)5.6 million to acquire existing electrical assets at
stations and depots, and over the period 1996-2004 will be providing
approximately (Pounds)60-80 million in direct electrical asset investment. LCR
will pay to LES an annual index-linked fee for the availability of the
electricity network and any capital extensions or modifications.
London Electricity is also a member of the City Greenwich Lewisham Rail Link
plc ("CGLR") consortium, responsible for the delivery of the Docklands Light
Railway--Lewisham Extension in London, designed to connect the Docklands area
to south London and beyond. Completion of this project is expected in 2000 at
a projected total construction cost of (Pounds)203 million. Project funding of
(Pounds)268 million has been raised, comprised of (Pounds)195 million in bond
and senior debt, (Pounds)17 million in shareholder funds and (Pounds)56
million in UK Government grants. The London Electricity direct investment will
be approximately (Pounds)6 million to be paid on completion of the system in
1999. London Electricity will receive an annual fee for the availability of
the private network which is linked to both the Retail Price Index and growth
in passenger traffic.
50
<PAGE>
London Electricity from time to time joins consortia bidding for
infrastructure development projects through LEE. Subsequent investments in
such electrical infrastructure assets will be made by LES.
Power Generation
London Electricity's PES license currently enables it and its affiliates to
make investments in up to 700 MW in electricity generation. London Electricity
has, through its wholly-owned subsidiary, The London Power Company Limited
("LPCL"), invested in generation in order to secure longer term energy prices
and at the same time achieve a profitable return on its investment. LPCL's
primary generation investments are Barking Power and Thames Valley Power
Limited ("TVP"). London Electricity has applied to the Regulator for an
exception from this license condition for certain planned investments by other
Entergy subsidiaries that would exceed London Electricity's own generation
limit, but cannot predict whether the application will be granted. Additional
investments by Entergy in the Company and London Electricity are subject to
regulation under the Public Utility Holding Company Act of 1935, as amended.
Barking Power
LPCL has a 13.475% interest in Barking Power, a joint venture company with
two other RECs and Thames Power Limited, a joint venture between CU Power
Generation Limited, one of the ATCO Limited group of companies, and BICC plc,
an international cables and construction group. Barking Power initially
obtained a non-recourse project finance facility of (Pounds)661 million from a
group of commercial banks and the European Investment Bank to finance the
project. The 1,000 MW combined cycle gas fired power station was commissioned
at Barking Reach in East London and commenced operation in 1995. The project
was refinanced in July 1997 to take advantage of lower interest rates. The new
credit facility will total (Pounds)600 million and includes a (Pounds)35
million facility for expansion. Barking Power has negotiated a long term gas
supply contract with Centrica plc. London Electricity has a contract for
differences with Barking Power for 27.5% of the output of the station which
expires in 2010.
TVP
TVP is a 50-50 joint venture formed in March 1995 between LPCL and CU Power
Generation Limited. TVP owns and operates a (Pounds)10 million, 12 MWE
combined heat and power plant at Heathrow Airport. TVP has a gas supply
contract with Total Gas Marketing Limited. To date the plant has operated at
98% efficiency with output rated at 12.8-13 MW.
Electrical Contracting
Through LEC, London Electricity is involved in the electrical contracting
business, which includes a range of installation and maintenance work of
varying complexity and size from work performed for London Electricity's
distribution business or private domestic installations to high voltage
industrial and commercial systems.
Gas Retailing
London Total Energy Limited ("LTE") is a joint venture with Total Gas
Marketing Limited formed to take advantage of the liberalization of natural
gas retailing in the UK. Gas is sold to customers in the regional markets that
have been opened to competition. The gas is transported using the existing
pipelines of Transco (formerly British Gas plc) for which a service charge is
paid. It is expected that LTE will concentrate on the residential and small
commercial sectors as the gas market opens further to competition.
51
<PAGE>
Metering and Meter Reading
These activities will become increasingly open to competition in the year
2000. In anticipation, London Electricity's organization structure reflects
the need to develop these activities as separate businesses.
RISK MANAGEMENT
Because London Electricity's distribution business does not involve the
purchase and sale of electricity, London Electricity's risk management efforts
are focused on the supply business which is exposed to Pool price volatility.
Virtually all electricity generated in England and Wales is sold by generators
and bought by suppliers through the Pool.
Regulations governing the franchise supply market at present permit the
pass-through to customers of prudent costs which include the cost of
arrangements such as contracts for differences ("CFDs") to hedge against Pool
price volatility. CFDs are contracts predominantly between generators and
suppliers which fix the price of electricity for a contracted quantity of
electricity over a specific time period. Differences between the actual price
set by the Pool and the agreed prices give rise to difference payments between
the parties to the particular CFD. At the present time, London Electricity's
forecast franchise supply market demand for calendar year 1997 is
substantially hedged through various types of agreements including CFDs.
The most common contracts for supply to Non-Franchise Supply Customers are
for a twelve-month term and contain fixed rates. London Electricity is exposed
to two principal risks associated with such contracts: load shape risk (the
risk associated with a shift in the customer's usage pattern, including
absolute amounts demanded and timing of amounts demanded) and purchase price
risk (the risk associated with fluctuations in the cost of purchased
electricity relative to the price received from the supply customer). London
Electricity employs risk management methods to maximize its return consistent
with an acceptable level of risk. Generally, load shape risk decreases as
London Electricity's portfolio of supply customers in the non-franchise supply
market increases. London Electricity hedges purchasing price risk by employing
a variety of risk management tools, including management of its supply
contract portfolio, hedging contracts and other means which mitigate risk of
future Pool price volatility.
London Electricity's ability to manage its purchase price risk depends, in
part, on the continuing availability of properly priced risk management
mechanisms such as CFDs. No assurance can be given that an adequate,
transparent market for such products will in fact be available.
London Electricity is also investigating whether owning one or more sources
of generation or contracting for such sources would be an appropriate
alternative for partially managing purchase price risk, but no assurance can
be given that this alternative would be available to or economically
appropriate for London Electricity.
UK ENVIRONMENTAL REGULATION
London Electricity's businesses are subject to numerous regulatory
requirements with respect to the protection of the environment. The
Electricity Act obligates the UK Secretary of State for Trade and Industry
(the "Secretary of State") to take into account the effect of electricity
generation, transmission and supply activities upon the physical environment
in approving applications for the construction of generating facilities and
the location of overhead power lines. The Electricity Act requires London
Electricity to have regard to the desirability of preserving natural beauty
and the conservation of natural and man-made features of particular interest,
when it formulates proposals for development in connection with certain of its
activities. The Company mitigates the effects its
52
<PAGE>
proposals have on natural and man-made features and is required to carry out
an environmental assessment when it intends to lay cables, construct overhead
lines or carry out any other development in connection with its licensed
activities. London Electricity also has produced an Environmental Policy
Statement which sets out the manner in which it intends to comply with its
obligations under the Electricity Act.
The Environmental Protection Act 1990 addresses waste management issues and
imposes certain obligations and duties on companies which handle and dispose
of waste. Some of London Electricity's distribution activities produce waste,
but London Electricity believes that it is in compliance with the applicable
standards in such regard.
Possible adverse health effects of electromagnetic fields ("EMFs") from
various sources, including transmission and distribution lines, have been the
subject of a number of studies and increasing public discussion. The
scientific research currently is inconclusive as to whether EMFs may cause
adverse health effects. The only UK standards for exposure to power frequency
EMFs are those promulgated by the National Radiological Protection Board and
relate to the levels above which non-reversible physiological effects may be
observed. London Electricity fully complies with these standards. However,
there is the possibility that passage of legislation and change of regulatory
standards would require measures to mitigate EMFs, with resulting increases in
capital and operating costs. In addition, the potential exists for public
liability with respect to lawsuits brought by plaintiffs alleging damages
caused by EMFs.
London Electricity has approximately 677 miles of fluid-filled underground
cables which operate at 33kV and 132kV. These cables generally supply
substantial amounts of electricity to large substations in urban areas and to
large customers. The majority of these cables are between 30 and 50 years old.
London Electricity operates these cables in accordance with the "Environment
Agency and Electricity Companies (in England and Wales) Operating Code on the
Management of Fluid-Filled Cables", monitoring and repairing both gradual and
substantial leaks, which arise through age deterioration and third party
damage. London Electricity has a program to minimize oil leakage and reduce
the possibility of pollution to watercourses and ground water. This involves
establishing a more effective standard procedure for dealing with cable leaks
and implementation of an effective monitoring system. There is also a forward
plan for gradual replacement of these cables with more modern solid cables.
London Electricity believes that the existing monitoring systems and planned
replacement program are sufficient to avoid major environmental incidents or
additional replacement expenditures. London Electricity could incur
significant expenditures if it were required to replace its fluid-filled
cables, other than in the ordinary course of business, pursuant to new or
existing legislation.
London Electricity believes that it has taken, and it intends to continue
taking, measures to comply with the applicable laws and governmental
regulations for the protection of the environment. There are no material legal
or administrative proceedings pending against London Electricity or the
Company with respect to any environmental matter.
UK AND EU COMPETITION LAW
The UK Restrictive Trade Practices Act 1976 stipulates that failure to
furnish to the Office of Fair Trading an agreement that is registrable under
the Act renders unenforceable certain restrictions contained in the agreement.
The Treaty of Rome contains provisions which prohibit anti-competitive
agreements and practices, including the abuse of a dominant position within
the European Union or a substantial part of it. Penalties for violation of
these provisions include fines, third party damages and infringing contractual
provisions being unenforceable.
53
<PAGE>
In January 1993, the UK implemented the EU Utilities Directive on the
procedures to be followed for the award of supply and works contracts by
utilities companies, including electricity utilities. This directive was
replaced by EU Directive 93/36, which was implemented by the UK in December
1996 and which covers service contracts as well as supply and work contracts.
Those contracts that exceed the relevant financial thresholds have to be
advertised in the Official Journal of the European Communities. Disappointed
suppliers and contractors who believe they have suffered harm from failure to
implement the correct procedure in awarding the contract are able to institute
proceedings in the English High Court. The European Commission also has the
power to intervene prior to the award of a contract. The Company believes that
London Electricity has complied with any obligations it may have under those
regulations but the interpretation and application of those regulations and of
the European Union directives which they implement is not free from doubt and
no assurance can be given that any claim for damages against London
Electricity for breach of the rules would be unsuccessful.
EMPLOYEES
London Electricity had 4,266 employees (3,916 full time equivalent) at the
end of fiscal year 1997. The Company has no employees because it is a holding
company with no operations. Approximately 60% of London Electricity's
employees are represented by labor unions. All London Electricity employees
who are not party to a personal employment contract are subject to a
collective bargaining agreement called The Electricity Business Agreement.
This Agreement may be amended by agreement between London Electricity and the
unions and is terminable with 12 months notice by either side. London
Electricity believes that its relations with its employees are favorable.
PROPERTY
London Electricity occupies approximately 300,000 square feet or 60% of its
principal executive offices on either a freehold basis or on leases where the
remaining term is more than 50 years. A further 200,000 square feet is held
under shorter leases.
Network Land and Buildings
At March 31, 1997, London Electricity had freehold and leasehold interests
in approximately 14,500 network properties, comprising principally substation
sites.
Non-Network Land and Buildings
At March 31, 1997, London Electricity had freehold and leasehold interests
in non-network properties comprising chiefly offices, former retail outlets,
depots, warehouses and workshops.
54
<PAGE>
The number of properties in each category is:
<TABLE>
<CAPTION>
FREEHOLD
OR LONG
LEASEHOLD LEASEHOLD
--------- ---------
<S> <C> <C>
Depot................................................. 1 --
Offices............................................... 21 6
Depot and Office...................................... 5 --
Shops................................................. 6 8
Industrial............................................ 32 2
Residential........................................... 9 0
Other................................................. 2 --
--- ---
Total............................................... 76 16
</TABLE>
LEGAL PROCEEDINGS
London Electricity is routinely party to legal proceedings arising in the
ordinary course of business which are not material, either individually or in
the aggregate. The Company is not a party to any material legal proceedings
nor is it currently aware of any threatened material legal proceedings.
However, as discussed under "Risk Factors--Factors Relating to the Company's
Business--Litigation Regarding Electricity Supply Pension Scheme", litigation
is ongoing with respect to the uses made by other employers of actuarial
surpluses declared in the ESPS. While the courts have ruled in favor of such
employers, such decisions are subject to appeal. If any of the decisions are
reversed on appeal they may have an adverse effect on London Electricity,
which has made similar use of its actuarial surplus, but no assurance can be
given as to the extent of that effect.
THE ELECTRIC UTILITY INDUSTRY IN GREAT BRITAIN
GENERAL
The electric utility industry in Great Britain consists of the following
principal activities:
Generation--the production of electricity at power stations;
Transmission--the bulk transfer of electricity across a high voltage
transmission system known as the Grid from generators to RECs;
Distribution--the transfer of electricity from the Grid and its
delivery, across the REC low voltage distribution networks, to end-user
consumers; and
Supply--the bulk purchase of electricity by RECs or other licensed
suppliers and its retail sale to end-user consumers.
INDUSTRY STRUCTURE
Great Britain has two separate but connected markets, each with a different
commercial framework. In England and Wales electricity is produced by
generators, the largest of which are National Power, PowerGen and Nuclear
Electric, a subsidiary of British Energy plc. Electricity is transmitted
through the Grid by NGC and distributed by the twelve RECs in their respective
franchise areas. Most customers are currently supplied with electricity by
their local REC, although there are other suppliers holding second tier supply
licenses, including other generators and RECs, who can compete to supply
larger customers in that REC's franchise area.
In Scotland there are two vertically integrated companies, Scottish Power
and Hydro-Electric, each generating, transmitting, distributing and supplying
electricity within their respective franchise
55
<PAGE>
areas as well as competing to supply electricity elsewhere. Scottish Nuclear,
another subsidiary of British Energy, sells all the electricity it generates
to Scottish Power and Hydro-Electric.
The interconnection between the two transmission systems, owned by Scottish
Power and NGC, is capable of transferring electricity between Scotland and
England and Wales. There is also an interconnection with France, owned by NGC
and Electricite de France, through which electricity can be transferred
between the transmission systems of France and England and Wales.
Virtually all electricity generated in England and Wales is sold by
generators and bought by suppliers through the Pool. A generator which is a
Pool member and also a licensed supplier must nevertheless sell all the
electricity it generates into the Pool and purchase all the electricity which
it supplies from the Pool. Because Pool prices fluctuate, generators and
suppliers may enter into bilateral arrangements, such as CFDs, to provide a
degree of protection against such fluctuations.
There is no equivalent to the Pool in Scotland, but Scottish Power and
Hydro-Electric are obligated by their licenses to offer electricity for sale
to second tier suppliers. They are also required to provide access to their
transmission and distribution systems on a non-discriminatory basis to
competing suppliers and generators.
Industry Background
The industry structure described above was put in place in March 1990 in
order to introduce competition into the generation and supply of electricity.
At the same time, a licensing regime was introduced for the electricity
industry both in England and Wales as well as in Scotland.
The RECs, which at that time collectively owned NGG, NGC's holding company,
were privatized in December 1990. National Power and PowerGen were privatized
in March 1991 (with the balance of the UK Government's holdings being sold in
March 1995). Scottish Power and Hydro-Electric were privatized in June 1991
and British Energy was privatized in July 1996. By December 1995, most of the
RECs ownership of NGG had been publicly sold, and NGG was listed on the London
Stock Exchange. Since the summer of 1995, 11 of the RECs have been acquired by
other companies. London Electricity was acquired by the Company in February
1997.
In 1990, the vast majority of generating capacity in England and Wales was
owned by three generators. However, since that time competition in generation
has increased as RECs and other new entrant generators have constructed new
plant and as imports through the interconnections with Scotland and France
have grown. In addition, pursuant to undertakings given to the Regulator,
National Power and PowerGen have disposed of an aggregate of 6,000 MW of
generating capacity to Eastern Group plc.
Competition in supply has been progressively introduced both in England and
Wales and in Scotland. The RECs in England and Wales, and Scottish Power and
Hydro-Electric in Scotland, are subject to competition from second tier
suppliers for the supply of electricity to larger customers in their
respective franchise areas. In April 1990, electricity users with demand in
excess of 1 MW became Non-Franchise Customers of a REC and therefore were
allowed to choose their electricity supplier. In April 1994, the Non-Franchise
Customer class was expanded to include users with a demand of 100 kW and
above. Currently, all electricity customers in Great Britain are scheduled to
be able to choose their electricity supplier over a six-month phase-in period
beginning April 1, 1998, according to customers' designated postal codes. The
Regulator has indicated, however, that such phase-in could be delayed, or
customer participation reduced, if the transition were to impose significant
burdens on Pool or supplier information and management systems.
56
<PAGE>
Distribution of Electricity
Each of the RECs is required to offer terms for connection to its
distribution system to any person, for use of its distribution system to any
authorized electricity operator and for the provision of supplemental and
backup supplies to any person. In providing use of its distribution system, a
REC must not discriminate between its own supply business and that of any
other authorized electricity operator, or between those of other authorized
electricity operators; nor may its charges differ except where justified by
differences in cost. Similar principles apply to the provision of supplemental
and backup supplies of electricity, and in the carrying out of connection
works. Disputes over the terms of offers may be determined by the Regulator.
Revenue from the distribution business is controlled by a formula
principally based on P x (1+(RPI-Xd)) where Xd is currently 3% (the
"Distribution Price Control Formula"). P is the previous year's maximum
average price per unit of electricity distributed. Because the maximum average
price in any year is therefore based in part on the maximum average price in
the preceding year, a price reduction in any given year has an ongoing effect
on the maximum average price for all subsequent years. RPI is a measure of
inflation, and equals the percentage change in the UK Retail Price Index
between the previous year and the current year. Because RPI is based on a
weighted average of the prices of goods and services purchased by a typical
household, which bear little resemblance to the inputs contributing to London
Electricity's business costs, the RPI calculation may not accurately reflect
the price changes affecting London Electricity. The Xd factor is established
by the Regulator following review. This formula determines the maximum average
price per unit of electricity distributed (in pence per kilowatt hour) which a
REC is entitled to charge. This price, when multiplied by the expected number
of units to be distributed, determines the expected distribution revenues of
the REC for the relevant year. The Distribution Price Control Formula permits
RECs to partially retain additional revenues due to increased distribution of
units and allows for a pound-for-pound increase in operating profits for
efficient operations and reduction of expenses.
Upon privatization, the Regulator set different Xd factors for each of the
RECs to permit annual price increases by the RECs of between 0% and 2.5% (0%
for London Electricity) greater than RPI for the five year period ending on
March 31, 1995. Following a scheduled distribution price review by the
Regulator of all twelve RECs in August 1994, the Regulator required an overall
real reduction in regulated distribution prices for Fiscal Year 1996 of
between 11% and 17% (14% for London Electricity) from the previous year, and
set the Xd factor for the subsequent four year period ending on March 31, 2000
to subtract 2% from RPI in each such year. Also in connection with the August
1994 distribution price review, the Regulator (i) halved from 100% to 50% the
extent to which distribution revenues would be allowed to vary with the number
of units of electricity distributed and (ii) determined hypothetical numbers
of Franchise Area customers for each year through and including fiscal year
2000, allowing distribution revenues to vary by 50% of the predetermined
annual change in such hypothetical numbers. The stated intention of the
Regulator in introducing this change was "to remove any artificial incentive
on the companies to sell more electricity, while retaining a general incentive
for companies to seek out and meet the needs of their customers". In light of
information concerning the financial position of the RECs that emerged during
the course of the unsuccessful bid by Trafalgar House plc for Northern
Electric plc (one of the RECs), the Regulator conducted an unscheduled
distribution price review of all twelve RECs in July 1995. As a result of this
unscheduled review, the Regulator revised regulated distribution prices for
the four year period ending on March 31, 2000, requiring instead an overall
real reduction in regulated distribution prices for fiscal year 1997 of
between 10% and 13% (11% for London Electricity) from the previous year, and
resetting the Xd factor for the remaining three year period ending on March
31, 2000 to subtract 3% from RPI in each such year.
The Distribution Price Control Formula is expected to be further reviewed
with effect from April 1, 2000. Following the review, the Regulator will make
a proposal for a revised formula to apply from
57
<PAGE>
that date. If a REC does not agree with the proposal it may refer the proposal
to the Monopolies and Mergers Commission (the "MMC") and the Regulator may
make whatever modifications to the REC's PES license are required. A REC may
seek disapplication of its Distribution Price Control Formula with effect from
that date by request to the Regulator. If the Regulator wishes to refuse the
request, he must refer it to the MMC).
In setting the distribution charges each year, each REC must project the
permitted maximum average charge per unit to be distributed in that year. The
projection will have to take account of forecasts of units distributed,
distribution line losses and the actual change in RPI. Failure to forecast
accurately may result in overcharging or undercharging; this is taken into
account in the following year through a correction factor in the price control
formula. If a REC has overcharged in the previous year, the maximum average
charge per unit distributed is reduced by an amount to reflect the excess
income received, to which is added interest. In the event of undercharging,
the Distribution Price Control Formula allows the licensee to recover the
shortfall in income plus interest.
In certain instances, however, overcharging or undercharging by a REC above
specific percentage thresholds may result in adjustments by the Regulator. If,
in any year, the average charge per unit distributed exceeds the permitted
maximum average charge per unit distributed by more than 3%, then, in the next
following year, the REC may not increase distribution charges unless it has
satisfied the Regulator that the average charge per unit in that next
following year is not likely to exceed the permitted maximum average charge.
If, with respect to any two successive years, the sum of the amounts by which
the average charge per unit distributed has exceeded the permitted maximum
average charge per unit distributed in the second of those years is more than
4% of that permitted maximum average charge, then, in the next following year,
the REC may be required by the Regulator to adjust its charges so that they
fall within the maximum permitted average charge. If, in respect of two
successive years, the licensee undercharges by more than 10% of the maximum
average charge, the Regulator may, by directions to the licensee, limit the
amount by which such undercharging may be recovered.
Since August 1994, the Distribution Price Control Formula has been divided
into metering and non-metering components. Operations related to the metering
of network connections to Franchise Supply Customers are subject to the
metering component of the Distribution Price Control Formula; however, such
price controls are scheduled to be disapplied from April 1, 2000, at which
time competitive market pricing is to be introduced. Competitive market
pricing already exists for operations related to the metering of network
connections to Non-Franchise Supply Customers.
Supply of Electricity
Subject to minor exceptions, all electricity customers in Great Britain must
be supplied by a licensed supplier. Licensed suppliers purchase electricity
and make open-access use of the transmission and distribution networks to
achieve delivery to customers' premises.
There are two types of licensed suppliers: public electricity (or first
tier) suppliers ("PESs") and second tier suppliers. PESs are the RECs,
Scottish Power and Hydro-Electric each supplying in its respective franchise
area. Second tier suppliers include National Power, PowerGen, Nuclear
Electric, Scottish Power, Hydro-Electric and other PESs (including RECs)
supplying outside their respective franchise areas) and a number of
independent second tier suppliers.
At present, a Franchise Supply Customer can only buy electricity from the
REC authorized to supply the relevant franchise area. Franchise Supply
Customers typically include residential and small commercial and industrial
customers. Non-Franchise Supply Customers are not limited to buying
electricity from the local REC and can choose to buy from a second tier
supplier. Such customers are typically larger commercial, agricultural and
industrial electricity users. Second tier suppliers
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<PAGE>
compete with one another and with the local REC to supply customers in this
competitive (or "non-franchise") sector of the market.
Under the current licensing regime, over a six month period beginning April
1, 1998 all customers, including those who are currently Franchise Supply
Customers, will be permitted to choose their electricity supplier. The Supply
Price Control Formula (discussed immediately below) will no longer apply.
However, the Regulator has indicated that price regulation for supply to the
smaller Franchise Supply Customers, whose annual demand is under 12,000 kWh,
is likely to be extended for an interim period until an adequate level of
competition is established.
The supply of electricity to Franchise Supply Customers currently remains
subject to price control. The maximum average charge per unit supplied (in
pence per kilowatt hour) is at present controlled by a formula principally
based upon (P x (1 + (RPI-Xs)) + Y (the "Supply Price Control Formula") where
Xs is currently 2%. The initial value of Xs was set at 0 for all the RECs on
March 31, 1990. The Supply Price Control Formula was reviewed by the Regulator
with effect from April 1, 1994, when the Xs factor was set at 2% for all the
RECs. This will apply through the period ending March 31, 1998. P is the
previous year's maximum average price per unit of electricity supplied (in
pence per kilowatt hour) that relates to the REC supply business's own costs
and margin. RPI is a measure of inflation, and equals the percentage change in
the UK Retail Price Index between the previous year and the current year.
Because RPI is based on a weighted average of the prices of goods and services
purchased by a typical household, which bear little resemblance to the inputs
contributing to London Electricity's business costs, the RPI calculation may
not accurately reflect the price changes affecting London Electricity. The Xs
factor is established by the Regulator following review. The Y factor is a
pass through of certain costs which are either largely outside the control of
the REC or have been regulated elsewhere. It thus covers the REC's electricity
purchase costs, including both direct Pool purchase costs and costs of
hedging, transmission charges made by NGC, REC distribution charges and the
Fossil Fuel Levy (described below) or amounts equivalent thereto in respect of
the purchase of non-leviable electricity which are attributable to Franchise
Supply Customers. The Supply Price Control Formula is therefore designed to
focus downward pressure on costs and working capital, which are viewed as
being within suppliers' direct control.
As with the Distribution Price Control Formula there is a correction factor
in the Supply Price Control Formula in the event of overcharging or
undercharging. If a REC has overcharged in the previous year, the maximum
average charge per unit supplied is reduced by an amount to reflect the excess
income received, to which is added interest. In the event of undercharging,
the Supply Price Control Formula allows the licensee to recover the shortfall
in income plus interest. In certain instances, however, overcharging or
undercharging by a REC above specific percentage thresholds may result in
adjustment by the Regulator. For example, if, in any year, the average charge
per unit supplied exceeds the permitted maximum average charge per unit
supplied by more than 4%, then, in the next following year, the REC may not
increase supply charges to Franchise Supply Customers unless it has satisfied
the Regulator that the average charge per unit in that next following year is
not likely to exceed the permitted maximum average charge. If, with respect to
any two successive years, the sum of the amounts by which the average charge
per unit supplied has exceeded the permitted maximum average charge per unit
supplied in the second of those years is more than 5% of that permitted
maximum average charge, then, in the next following year, the REC may be
required by the Regulator to adjust its charges so that they fall within the
maximum permitted average charge. If, in respect of two successive years, the
licensee undercharges by more than 10% of the maximum average charge, the
Regulator may, by directions to the licensee, limit the amount by which such
undercharging may be recovered.
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<PAGE>
The Pool
The Pool was established in April 1990 for bulk trading of electricity in
England and Wales between generators and suppliers. The Pool reflects two
principal characteristics of the physical generation and supply of electricity
from a particular generator to a particular supplier. First, it is not
possible to trace electricity from a particular generator to a particular
supplier. Second, it is not practicable to store electricity in significant
quantities, creating the need for a constant matching of supply and demand.
Subject to certain exceptions, all electricity generated in England and Wales
must be sold and purchased through the Pool. All licensed generators and
suppliers must become signatories to the Pooling and Settlement Agreement,
which governs the constitution and operation of the Pool and the calculation
of payments due to and from generators and suppliers. The Pool also provides
centralized settlement of accounts and clearing. The Pool does not itself buy
or sell electricity.
Prices for electricity are set by the Pool daily for each half hour of the
following day based on the bids of the generators and a complex set of
calculations matching supply and demand and taking account of system
stability, security and other costs. Each day, generators inform NGC of the
amount of electricity which each of their generating units will be able to
provide the next day and the price at which they are willing to operate each
such unit. NGC uses this information to construct a "merit order" which ranks
each generating unit in order of increasing price. NGC then schedules the
stations to operate according to such merit order, calling into service the
least expensive generating units first and continuing to call generating units
into service until enough are operating to meet the demand of all suppliers.
Factors which may constrain NGC's ability to order stations into operation in
strict observance of the merit order include transmission system constraints
and the inflexibility of some generating units. A computerized system (the
settlement system) is used to calculate prices and to process metered,
operational and other data and to carry out the other procedures necessary to
calculate the payments due under the Pool trading arrangements. The settlement
system is administered on a day-to-day basis by NGC Settlements Limited, a
subsidiary of NGC, as settlement system administrator.
Fossil Fuel Levy
All the RECs are obligated to obtain a specified amount of generating
capacity from non-fossil fuel sources (the "NFFOs"). Because electricity
generated from non-fossil fuel plants is generally more expensive than
electricity from fossil fuel plants, a levy system (the "Fossil Fuel Levy")
has been instituted to reimburse the generators and the RECs for the extra
costs involved. The Regulator sets the amount of the Fossil Fuel Levy
annually. The current Fossil Fuel Levy is 2.2% of the value of sales of
electricity generated from fossil fuel sources.
REGULATION UNDER THE ELECTRICITY ACT
The Regulator
The principal legislation governing the structure and regulation of the
electricity industry in Great Britain is the Electricity Act. The Electricity
Act established the industry structure described above so as to enable
privatization to take place. The Electricity Act also created the
institutional framework under which the industry is currently regulated,
including the office of the Regulator, who is appointed by the Secretary of
State. The present Regulator, Professor Stephen Littlechild, was appointed for
a five year term commencing September 1, 1989 and he was reappointed in 1994
for a further five year term ending on August 31, 1999.
The Regulator's functions under the Electricity Act include granting
licenses to generate, transmit, distribute or supply electricity (a function
which he exercises under a general authority from the Secretary of State);
proposing modifications to licenses and making license modification references
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<PAGE>
to the MMC; enforcing compliance with license conditions; advising the
Secretary of State in respect of the setting of each NFFO; calculating the
Fossil Fuel Levy rate and collecting the levy; determining certain disputes
between electricity licensees and customers; and setting standards of
performance for electricity licensees.
The Regulator exercises concurrently with the Director General of Fair
Trading certain functions relating to monopoly situations under the Fair
Trading Act 1973 and certain functions relating to courses of conduct which
have, or are intended or likely to have, the effect of restricting, distorting
or preventing competition in the generation, transmission or supply of
electricity under the Competition Act 1980.
The Electricity Act requires the Regulator and the Secretary of State to
exercise their functions in the manner each considers is best calculated to:
ensure that all reasonable demands for electricity are satisfied; secure that
license holders are able to finance their licensed activities; and promote
competition in the generation and supply of electricity.
Subject to these duties, the Secretary of State and the Regulator are
required to exercise their functions in the manner which each considers is
best calculated: to protect the interests of consumers of electricity supplied
by licensed suppliers in respect of price, continuity of supply, and the
quality of electricity supply services; to promote efficiency and economy on
the part of licensed electricity suppliers and the efficient use of
electricity supplied to consumers; to promote research and development by
persons authorized by license to generate, transmit or supply electricity; to
protect the public from the dangers arising from the generation, transmission
or supply of electricity; and to secure the establishment of machinery for
promoting the health and safety of workers in the electricity industry. The
Secretary of State and the Regulator also have a duty to take into account the
effect on the physical environment of activities connected with the
generation, transmission, distribution or supply of electricity.
In performing their duties to protect the interests of consumers in respect
of prices and other terms of supply, the Secretary of State and the Regulator
have a duty to take into account in particular the interests of consumers in
rural areas. In performing their duties to protect the interests of consumers
in respect of the quality of electricity supply services, they have a duty to
take into account in particular the interests of those who are disabled or of
pensionable age.
LICENSES
Generation Licenses
Unless covered by an exemption, all electricity generators operating a power
station in Great Britain are required to have a generation license. There are
currently 43 generation license holders in Great Britain. Although generation
is not subject to price control, generators are not permitted to discriminate
between customers or cross-subsidize their licensed activities. The conditions
attached to a generation license in England and Wales require the holder,
among other things, to comply with a grid code, be a member of the Pool and
submit relevant generating sets for central dispatch. The conditions attached
to a generation license in Scotland require the holder, among other things, to
comply with a grid code. Failure to comply with any of the generation license
conditions may subject the licensee to a variety of sanctions, including
enforcement orders by the Regulator or license revocation if an enforcement
order is not complied with.
PES Licenses
Each of the RECs, Scottish Power and Hydro-Electric has a PES license for
its franchise area and is required, under the Electricity Act, to supply
electricity upon request to any premises in that area,
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except in specified circumstances. Each PES is also required not to
discriminate between its own supply business and other users of its
distribution system and the PES license prohibits cross-subsidy between the
various regulated businesses. As described above, PESs are subject to separate
price controls on the amounts they may charge for the supply of electricity to
Franchise Supply Customers. The PES licenses also require the licensee to
procure electricity at the best price reasonably obtainable having regard to
the sources available.
The Regulator published on August 15, 1996 further information relating to
the RECs' performance in relation to their distribution price controls and
supply price controls. The publication entitled "Yardstick of Electricity
Purchase Costs" includes information about the generation costs which RECs
pass through to Franchise Supply Customers under the Supply Price Control
Formula. The Regulator also stated that it was his intention to review the
supply price controls applicable to PESs with a view to proposing possible new
controls to take effect on April 1, 1998, when the present franchise supply
market will be opened to competition. He issued a consultation paper on this
matter on September 5, 1996 entitled "The Competitive Electricity Market from
1998: Price Restraints". He has since issued three further consultation papers
in January, May and July, 1997. The latest of these indicates an intention to
propose maximum price restraints in respect of supply to domestic and small
business customers for a period of at least two years beginning April 1, 1998,
which will eliminate the pass-through of substantially all costs currently
passed through to such customers.
In England and Wales, each PES license limits the extent of the generation
capacity in which the relevant REC may hold an interest without the prior
consent of the Regulator ("own-generation limits"). These own-generation
limits, expressed in megawatts, currently restrict the participation of a REC
in generation to a level of approximately 15% of the simultaneous maximum
electricity consumption in that REC's franchise area at the time of
privatization. In the case of London Electricity, the own-generation limit is
fixed at 700 MW. After taking into account London Electricity's current
ownership interest in Barking Power, the amount of additional generation
investment which could be made by London Electricity is 565 MW. Under the
terms of the PES license, investments by affiliates of Entergy in generating
assets in the UK would be counted towards the own-generation limit. London
Electricity has applied to the Regulator for an exception from this license
condition for certain planned investments by other Entergy subsidiaries that
would exceed London Electricity's own-generation limit, but cannot predict
whether such application will be granted.
The Regulator has stated that it would be reasonable to consider a REC's
request to increase its own-generation limit on the condition that it accepted
explicit restrictions on the contracts it signed with its supply business, and
that at a minimum the REC would be prohibited from selling additional units of
electricity into its franchise supply market. The Regulator considers that an
increase in own-generation limits subject to such restrictions could allow a
REC to contribute more fully to the development of competition in generation
without the allegation that it was exploiting its captive market and local
monopoly position. In June 1996, the Regulator stated that he had indicated to
Eastern Group plc, in the context of its acquisition of 6,000 MW of generating
capacity from National Power and PowerGen, that he would be favorably inclined
to relax the own-generation limits subject to the Regulator and Eastern Group
plc agreeing to license modifications as set out in a consultation paper which
he had published in August 1995.
The Regulator is currently considering modifications to 14 PES licenses in
connection with the introduction of competition for franchise supply customers
beginning April 1, 1998. These modifications propose a number of new
obligations to offer services to such suppliers. These services are generally
known as data management services, including registration, data collection and
aggregation, meter operation and provision of prepayment meter infrastructure.
The PESs are also being required to provide collectively a data transfer
service. Preparations are being made to provide these services as part of a
program of work and discussions are also being held with the Regulator about
how the costs of this program may be recovered. A consultation paper was
issued in May 1997
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<PAGE>
that proposed additional allowed revenues over a five year period from 1998.
It is expected that license modifications and cost recovery arrangements will
be considered for formal agreement in September 1997.
The RECs are also contributing to a program of work by the Pool to adopt
settlement arrangements for the competitive market in 1998. There are also
discussions about the extent to which these costs will be recovered from
charges to be made to suppliers by the Pool over a five year period.
Second Tier Supply Licenses
Other than a PES in its franchise area and subject to certain other
exceptions, a supplier of electricity to premises in Great Britain must
possess a second tier supply license. Subject to the restrictions described in
"--Industry Structure--Supply of Electricity" above, second tier licensees may
compete for the supply of electricity with one another and with the PES for
the relevant area. There are currently 39 second tier supply license holders
for England and Wales and 24 for Scotland.
Transmission Licenses
In England and Wales, NGC is the only transmission license holder. The
transmission license imposes on NGC the obligation to operate the merit order
system for the central dispatch of generating units and gives NGC
responsibility for the economic purchasing of ancillary services from
generators and suppliers. The transmission license requires NGC to offer terms
on a non-discriminatory basis for the carrying out of works for connection to,
and use of, the transmission system and for use of the interconnections.
Modifications to Licenses
Subject to a power of veto by the Secretary of State, the Regulator may
modify license conditions with the agreement of the license holder. He must
first publish the proposed modifications and consider representations or
objections made. Following the acquisition of London Electricity by the
Company, the Regulator has requested that London Electricity's PES license be
modified, by agreement, to take into account the fact that the PES license is
now held by a subsidiary company. In particular, the Regulator has requested
that the license be modified to provide that, with few exceptions, the only
business activities which London Electricity is permitted to undertake
directly are its franchise and second tier supply businesses and its
distribution business. The proposed license modifications also would require
London Electricity to ensure that it has sufficient management and financial
resources and facilities to conduct its supply and distribution businesses and
to comply with its statutory and license obligations. The directors of London
Electricity would be required to give annual certificates to the Regulator to
that effect. Further, the consent of the Regulator would be required for
London Electricity to create security over its assets, to incur indebtedness
or to give guarantees, unless the transaction is on normal commercial and
arm's length terms and for a "permitted purpose" (which refers to the supply,
distribution or generation business, or any business conducted by London
Electricity or its affiliates or subsidiaries prior to the take-over) or the
transaction involves any business whose aggregate revenues in any financial
year does not exceed 5% of the aggregate turnover of the supply, second-tier
supply and distribution businesses in the previous financial year and London
Electricity's investment in which does not exceed 5% of the sum of London
Electricity's share capital in issue, share premium and distributable reserves
as shown by its audited financial statements for the previous year. The
consent of the Regulator also would be required before London Electricity may
transfer assets or make loans to affiliates or subsidiaries unless it is for a
permitted purpose. However, various matters, such as payment of dividends out
of distributable reserves, repayments of capital, and payments on normal
commercial and arm's length terms for goods, services or assets supplied,
would not require the consent of the Regulator. These
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provisions are subject to an overriding provision in the PES license which
prevents any REC from disposing of (which would include creating a security
interest in) distribution assets without the Regulator's express prior
consent. Additionally, the proposed license modifications would require London
Electricity to use reasonable efforts to maintain the investment grade of its
debt rated by Moody's and Standard & Poor's. Finally, because London
Electricity is now owned by the Company, the Regulator has requested London
Electricity to obtain from Entergy a legally enforceable agreement to provide
information to London Electricity, as licensee, in order to comply with
requirements to the Regulator. It is anticipated that these proposed
modifications to the PES license will be executed by agreement by September
1997.
If the Regulator fails to agree to modifications with a license holder, he
may refer a matter relating to generation, transmission or supply of
electricity under a license to the MMC. If the MMC finds that the matter
referred to it has, or may be expected to have, specified effects adverse to
the public interest which could be remedied or prevented by a license
modification, the Regulator is required to make modifications that appear to
him requisite for the purpose of remedying or preventing the adverse effects
identified by the MMC. Modifications to license conditions may also be made by
the Secretary of State as a consequence of monopoly, merger or other
competition references under general UK competition law.
Term and Revocation of Licenses
London Electricity's PES license will continue in effect until at least 2025
unless revoked. Under ordinary circumstances, the license may not be revoked
except on 25 year's prior notice, which notice may not be given until 2000.
Otherwise, the Secretary of State may revoke a PES license by not less than 30
days' notice in writing to the licensee in certain specified circumstances
including any failure to comply with a final order of the Regulator requiring
the license holder to comply with its license conditions or requirements, or
the insolvency of the licensee.
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MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
directors and executive officers of the Company as of March 31, 1997:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<C> <C> <S>
Edwin A. Lupberger............. 60 Director, Chairman of the Board and Chief
Executive Officer
Michael B. Bemis............... 50 Director and President
Gerald D. McInvale............. 53 Director, Executive Vice President and
Chief Financial Officer
Terry L. Ogletree.............. 53 Director
Michael G. Thompson............ 56 Senior Vice President and Secretary
William J. Regan............... 51 Treasurer
Louis E. Buck.................. 48 Audit Controller
</TABLE>
Edwin A. Lupberger has been a Director of the Company since March 1997,
Chairman of the Board and Chief Executive Officer of the Company since July
1997, and Chairman of the Board, Chief Executive Officer and Director of
Entergy since 1985. Mr. Lupberger has also served as Chairman of the Board and
Chief Executive Officer of Entergy Arkansas, Inc., Entergy Louisiana, Inc.,
Entergy Mississippi, Inc. and Entergy New Orleans, Inc. since 1993 and of
Entergy Gulf States, Inc. since 1994. He has also served as Chief Executive
Officer of Entergy Power Development Corporation and of Entergy Power
Development International Corporation since 1993 and 1995, respectively.
Michael B. Bemis has been a Director and President of the Company since
March 1997. Mr. Bemis has served as Executive Vice President, International
Retail Operations of Entergy and as President and Chief Executive Officer of
London Electricity since 1997. Mr. Bemis has also served as Executive Vice
President of Entergy Arkansas, Inc., Entergy Louisiana, Inc. and Entergy
Mississippi, Inc. since 1992, and of Entergy Gulf States, Inc. since 1993.
Gerald D. McInvale has been a Director, Executive Vice President, and Chief
Financial Officer of the Company since March 1997. Mr. McInvale has served as
Executive Vice President and Chief Financial Officer of Entergy, Entergy
Arkansas, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., Entergy
New Orleans, Inc., System Energy Resources, Inc., Entergy Services, Entergy
Operations and Entergy Enterprises since 1991, and of Entergy Gulf States,
Inc. since 1993. Mr. McInvale has also served as Senior Vice President,
Treasurer, and Director of Entergy Power Development Corporation and Entergy
Power Development International Corporation since 1993 and 1995, respectively.
Terry L. Ogletree has been a Director of the Company since March 1997 and
Executive Vice President-International of Entergy since 1996. Mr. Ogletree has
served as Chief Operating Officer, President and Director of Entergy Power
Development Corporation, Entergy Power, Inc. and Entergy Richmond Power
Corporation since 1993 and of Entergy Power Development International
Corporation since 1995. From 1989 to 1993, Mr. Ogletree served as President of
Constellation Energy.
Michael G. Thompson has been Senior Vice President and Secretary of the
Company since March 1997. Mr. Thompson has served as Senior Vice President and
General Counsel of Entergy and Entergy Services since 1992. Mr. Thompson has
also served as Senior Vice President, Secretary, and Director of Entergy Power
Development International Corporation since 1995. From 1987 to 1992, Mr.
Thompson served as a Senior Partner at Friday, Eldredge & Clark law firm.
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William J. Regan has been a Treasurer of the Company since March 1997. Mr.
Regan has served as Vice President and Treasurer of Entergy, Entergy Arkansas,
Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi,
Inc., Entergy New Orleans, Inc., System Energy Resources, Inc., Entergy
Operations, Inc. and Entergy Services, Inc. since 1995. From 1989 to 1995, Mr.
Regan served as Senior Vice President and Corporate Treasurer of United
Services Automobile Association.
Louis E. Buck has been Audit Controller of the Company since July 1997. Mr.
Buck has served as Vice President and Chief Accounting Officer of Entergy,
Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc.,
Entergy Mississippi, Inc., Entergy New Orleans, Inc., System Energy Resources,
Inc., Entergy Operations, Inc., and Entergy Services, Inc. since 1995. From
1992 to 1995, Mr. Buck served as Vice President and Chief Financial Officer of
North Carolina Electric Membership Corporation.
DIRECTOR AND OFFICER COMPENSATION
The officers and directors listed above (each an "Entergy Officer or
Director", as applicable), have received, and will continue to receive,
compensation in respect of services performed by such persons in their
capacities as Entergy Officers and Directors of the Company from either
Entergy Services, Inc., (Entergy Services), or Entergy Enterprises, Inc.
(Entergy Enterprises), their primary employer and both affiliates of the
Company. The Company is charged by Entergy Services and Entergy Enterprises
for the time spent by those Entergy Officers and Directors who do not devote
their full time to the affairs of the Company and for a portion of the
overhead costs associated with each such Entergy Officer and Director. The
salaries of all Entergy Officers and Directors are paid by Entergy Services or
Entergy Enterprises, and Entergy Services and Entergy Enterprises are
reimbursed by the Company. Entergy Officers and Directors receive no cash or
non-cash compensation as a result of these arrangements beyond that which they
would otherwise receive from Entergy Services or Entergy Enterprises for the
services performed by them for Entergy Services or Entergy Enterprises.
CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS
The Company is charged by Entergy Services and Entergy Enterprises for the
time spent by those Entergy Officers and Directors who do not devote their
full time to the affairs of the Company and for a portion of the overhead
costs associated with each such Entergy Officer and Director. The salaries of
all Entergy Officers and Directors are paid by Entergy Services or Entergy
Enterprises, and Entergy Services and Entergy Enterprises are reimbursed by
the Company. Entergy Officers and Directors receive no cash or non-cash
compensation as a result of these arrangements beyond that which they would
otherwise receive from Entergy Services or Entergy Enterprises for the
services performed by them for Entergy Services or Entergy Enterprises.
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SECURITY OWNERSHIP
The Company is wholly owned indirectly by Entergy. The following table shows
the number of shares of the common stock of Entergy owned by the directors and
executive officers of the Company as of December 31, 1996.
<TABLE>
<CAPTION>
ENTERGY COMMON STOCK
-----------------------
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP(A)
-----------------------
SOLE
VOTING AND OTHER
INVESTMENT BENEFICIAL
NAME POWER OWNERSHIP(B)
---- ---------- ------------
<S> <C> <C>
Michael B. Bemis........................................ 11,480 10,000
Gerald D. McInvale...................................... 16,030 10,000
Edwin A. Lupberger...................................... 34,392 41,324(c)
Terry L. Ogletree....................................... 6,741 --
Michael G. Thompson..................................... 13,319 7,500
William J. Regan........................................ 202 --
Louis E. Buck........................................... 80 --
------ ------
All directors and executive officers.................... 82,244 68,824
====== ======
</TABLE>
- --------
(a) Based on information furnished by the respective individuals. Except as
noted, each individual has sole voting and investment power. The amount
owned by each individual and by all directors and executive officers as a
group does not exceed one percent of the outstanding securities of any
class of security so owned.
(b) Includes shares of Entergy common stock in the form of unexercised stock
options awarded pursuant to the Equity Ownership Plan as follows: Michael
B. Bemis, 10,000 shares; Edwin Lupberger, 38,824 shares; Gerald D.
McInvale, 10,000 shares, and Michael G. Thompson, 7,500 shares.
(c) Includes 2,500 shares of Entergy common stock held by Edwin Lupberger's
spouse. Mr. Lupberger disclaims beneficial ownership in these shares.
DESCRIPTION OF THE PREFERRED SECURITIES
Pursuant to the terms of the Partnership Agreement, Entergy London Capital
will issue the Preferred Securities. The Preferred Securities will represent
preferred limited partner interests in Entergy London Capital. This summary of
certain provisions of the Preferred Securities does not purport to be complete
and is subject to, and is qualified in its entirety by reference to, the
Partnership Agreement, including the definitions therein of certain terms, and
the Delaware Act. Wherever particular defined terms of the Partnership
Agreement are referred to, such defined terms are incorporated herein by
reference. The form of the Partnership Agreement has been filed as an exhibit
to the Registration Statement .
GENERAL
All of the general partner interests in Entergy London Capital at all times
while the Preferred Securities are outstanding will be directly or indirectly
owned by Entergy. The Partnership Agreement authorizes and creates the
Preferred Securities, which represent limited partner interests in Entergy
London Capital and does not authorize the creation of any additional series of
limited partner interests. The limited partner interests represented by the
Preferred Securities will have a preference with respect to cash distributions
and amounts payable on dissolution, redemption or otherwise over
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the General Partner's interest in Entergy London Capital. The Company has,
through the Guarantee, the Partnership Agreement, the Perpetual Junior
Subordinated Debentures and the Indenture, taken together, fully, irrevocably
and unconditionally guaranteed all of Entergy London Capital's obligations
with respect to the Preferred Securities.
DISTRIBUTIONS
Distributions on each Preferred Security will be payable at the rate of %
per annum of the stated Liquidation Preference Amount of $25, payable
quarterly in arrears on March 31, June 30, September 30 and December 31 of
each year. Distributions that are in arrears for more than one quarter will
accumulate additional Distributions thereon at the rate of % per annum
thereof, compounded quarterly ("Additional Distributions"). The term
"Distributions" as used herein includes any Additional Distributions,
Additional Amounts or Additional Interest (as defined herein). Distributions
will accumulate from the date of original issuance of the Preferred
Securities. The first Distribution payment date for the Preferred Securities
will be , 1997. The amount of Distributions payable for any period
will be computed on the basis of a 360-day year of twelve 30-day months.
So long as no Debenture Event of Default under the Indenture has occurred
and is continuing, the Company has the right under the Indenture to defer the
payment of interest indefinitely on the Perpetual Junior Subordinated
Debentures at any time and from time to time. As a consequence of any such
deferral, quarterly Distributions on the Preferred Securities would also be
deferred (but would continue to accumulate Additional Distributions thereon at
the rate of % per annum, compounded quarterly) by Entergy London Capital.
Until all deferred interest payments, together with interest thereon, have
been paid in full, the Company may not, directly or indirectly, (i) declare or
pay any dividends or distributions on, or redeem, purchase, acquire, or make a
liquidation payment with respect to, any of its capital stock, (ii) make any
payment of principal, interest or premium, if any, on or repay, repurchase or
redeem any of its debt securities (including other junior subordinated
deferrable interest debentures) that rank pari passu with or junior in
interest to the Perpetual Junior Subordinated Debentures on which payment is
being deferred, (iii) make any guarantee payments with respect to any
guarantee if such guarantee ranks pari passu with or junior in interest to the
Perpetual Junior Subordinated Debentures on which payment is being deferred or
(iv) make any payment of principal, interest or premium, if any, on or repay,
repurchase or redeem any of its debt securities held by any affiliate, or make
any loans or advances to, or make payments on any guarantee of the debt of,
any affiliate, in each case other than (a) dividends or distributions in
shares of, or options, warrants or rights to subscribe for or purchase shares
of, the Company's common stock and exchanges or conversions of common stock of
one class for common stock of another class, (b) payments by the Company under
the Guarantee (or any other guarantee by the Company with respect to any
securities of its subsidiaries, provided that the proceeds from the issuance
of such securities were used to purchase junior subordinated deferrable
interest debentures issued by the Company), and (c) any dividend or payment by
the Company which is applied, directly or indirectly, to the payment of (x)
principal of, or interest or premium, if any, on Acquisition Debt as and when
due in accordance with the terms thereof, or (y) any UK Tax Payments.
"Acquisition Debt" shall mean the borrowings outstanding under the Credit
Facilities Agreement in the maximum principal amount of (Pounds)810 million
and any refinancings, replacements, renewals or refundings thereof that do not
increase the principal amount of such indebtedness in excess of (Pounds)810
million. "UK Tax Payments" shall mean any direct or indirect payment by the
Company to governmental authorities in respect of UK taxes arising from the
operations of the Company and London Electricity as and when such taxes become
due and payable. See "Description of the Perpetual Junior Subordinated
Debentures--Option to Defer Payment of Interest".
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The Company currently has no intention of exercising its right to defer
payments of interest on the Perpetual Junior Subordinated Debentures.
In the event that any date on which Distributions are payable on the
Preferred Securities is not a Business Day (as defined below), payment of the
Distributions payable on such date will be made on the next succeeding day
that is a Business Day (and without any interest or other payment in respect
of any such delay) except that, if such Business Day is in the next succeeding
calendar year, payment of such Distributions shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date (each date on which Distributions are payable in accordance with
the foregoing, a "Distribution Date"). A "Business Day" shall mean any day
other than a Saturday or a Sunday, or a day on which banking institutions in
The City of New York are authorized or required by law or executive order to
remain closed, or a day on which the corporate trust office of the Debenture
Trustee is closed for business.
It is anticipated that the revenue of Entergy London Capital available for
distribution to holders of the Preferred Securities will be limited to
payments under the Perpetual Junior Subordinated Debentures in which Entergy
London Capital will invest the proceeds from the issuance and sale of the
Preferred Securities and the capital contribution of the General Partner. See
"Description of the Perpetual Junior Subordinated Debentures". If the Company
does not make interest payments on the Perpetual Junior Subordinated
Debentures, Entergy London Capital will not have funds available to pay
Distributions on the Preferred Securities. The payment of Distributions (if
and to the extent Entergy London Capital has funds available for the payment
of such Distributions and cash sufficient to make such payments) is guaranteed
by the Company as set forth herein under "Description of the Guarantee".
Distributions on the Preferred Securities will be payable to the holders of
record as they appear on the register of Entergy London Capital on the
relevant record dates, which, as long as the Preferred Securities remain in
book-entry form, will be one Business Day prior to the relevant Distribution
Date. In the event that any Preferred Securities are not in book-entry form,
the relevant record date for such Preferred Securities shall be the date 15
days prior to the relevant Distribution Date.
REDEMPTIONS
Mandatory Redemption. Upon the redemption, in whole or in part, of the
Perpetual Junior Subordinated Debentures, the proceeds from such redemption
will be applied by Entergy London Capital to redeem a Like Amount of Preferred
Securities, upon not less than 30 nor more than 60 days' notice to each holder
of Preferred Securities at its registered address, at the Redemption Price.
Optional Redemption of Perpetual Junior Subordinated Debentures. The Company
will have the right to redeem the Perpetual Junior Subordinated Debentures on
or after , 2002, in whole at any time or in part from time to time,
at the Debentures Redemption Price and thereby cause a mandatory redemption of
a Like Amount of Preferred Securities at the Redemption Price. See
"Description of the Perpetual Junior Subordinated Debentures--Redemption".
The Company will also have the right to redeem the Perpetual Junior
Subordinated Debentures in whole (but not in part), at the Debentures
Redemption Price, if the Company has or will become obligated to pay
Additional Amounts as described under "Description of the Perpetual Junior
Subordinated Debentures--Additional Amounts", and thereby cause a mandatory
redemption of the Preferred Securities in whole (but not in part) at the
Redemption Price. See "Description of the Perpetual Junior Subordinated
Debentures--Optional Tax Redemption".
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Special Event Redemption or Distribution of Perpetual Junior Subordinated
Debentures. If a Special Event shall have occurred and be continuing, the
Company shall have the right to redeem the Perpetual Junior Subordinated
Debentures at any time in whole (but not in part) at the Debentures Redemption
Price and thereby cause a mandatory redemption of the Preferred Securities in
whole (but not in part) at the Redemption Price within 90 days following the
occurrence of such Special Event.
Whether or not a Special Event has occurred, the General Partner has the
right, at any time, to dissolve Entergy London Capital and, after satisfaction
of liabilities to creditors of Entergy London Capital, if any, as provided by
the Delaware Act, to cause a Like Amount of Perpetual Junior Subordinated
Debentures to be distributed to the holders of the Preferred Securities in
liquidation of Entergy London Capital. Under current US Federal income tax
law, provided Entergy London Capital is treated as a partnership at the time
of such distribution, such distribution would not be a taxable event to
holders of the Preferred Securities. See "Certain Income Tax Considerations--
US Income Tax Considerations--Receipt of Perpetual Junior Subordinated
Debentures or Cash in Certain Circumstances".
If a Special Event occurs and the Company does not elect to redeem the
Perpetual Junior Subordinated Debentures or to dissolve Entergy London
Capital, the Preferred Securities will remain outstanding and, if such Special
Event is a Tax Event, Additional Interest (as described under "Description of
the Perpetual Junior Subordinated Debentures--Certain Covenants of the
Company") will be payable on the Perpetual Junior Subordinated Debentures.
"Tax Event" means the receipt by Entergy London Capital or the Company of an
Opinion of Counsel experienced in such matters to the effect that, as a result
of any amendment to, or change (including any announced prospective change)
in, the laws (or any regulations thereunder) of the US, the UK or any
political subdivision or taxing authority thereof or therein affecting
taxation, or as a result of any official administrative pronouncement or
judicial decision interpreting or applying such laws or regulations, which
amendment or change is effective or which pronouncement or decision is
announced on or after the date of this Prospectus, there is more than an
insubstantial risk that (i) Entergy London Capital is, or will be within 90
days of the date thereof, subject to US Federal or UK income tax with respect
to income received or accrued on the Perpetual Junior Subordinated Debentures,
(ii) interest payable by the Company on the Perpetual Junior Subordinated
Debentures is not, or within 90 days of the date thereof will not be,
deductible by the Company, in whole or in part, for US Federal earnings and
profits purposes or UK income tax purposes, or (iii) Entergy London Capital
is, or will be within 90 days of the date thereof, subject to more than a de
minimis amount of other taxes, duties or other governmental charges.
"Investment Company Event" means the occurrence of a change in law or
regulation or a change in interpretation or application of law or regulation
by any legislative body, court, governmental agency or regulatory authority
(an "Investment Company Act Change") to the effect that Entergy London Capital
is or will be considered an "investment company" that is required to be
registered under the Investment Company Act of 1940, as amended (the
"Investment Company Act"), which Investment Company Act Change becomes
effective on or after the date of this Prospectus.
"Special Event" means the occurrence of a Tax Event or an Investment Company
Act Event.
"Like Amount" means (i) with respect to a redemption of any Preferred
Securities, Preferred Securities having a Liquidation Preference Amount equal
to that portion of the principal amount of Perpetual Junior Subordinated
Debentures to be contemporaneously redeemed and the proceeds of which will be
used to pay the Redemption Price of such Preferred Securities, and (ii) with
respect to a distribution of Perpetual Junior Subordinated Debentures to
holders of the Preferred Securities in connection with a dissolution of
Entergy London Capital, Perpetual Junior Subordinated Debentures
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having a principal amount equal to the Liquidation Preference Amount of the
Preferred Securities of the holder to whom such Perpetual Junior Subordinated
Debentures are distributed.
"Liquidation Preference Amount" means the stated amount of $25 per Preferred
Security.
After the date fixed for any distribution of Perpetual Junior Subordinated
Debentures upon liquidation of Entergy London Capital (i) the Preferred
Securities will no longer be deemed to be outstanding, (ii) DTC or its
nominee, as the record holder of the Preferred Securities, will receive Global
Book-Entry Interests (as defined herein) representing the Perpetual Junior
Subordinated Debentures to be delivered upon such distribution, or, if any
Preferred Securities are not held by DTC or its nominee, the certificates
representing the Preferred Securities will be deemed to represent Book-Entry
Interests representing the Perpetual Junior Subordinated Debentures having a
principal amount equal to the Liquidation Preference Amount of the Preferred
Securities, and bearing accrued and unpaid interest in an amount equal to the
accrued and unpaid Distributions on the Preferred Securities until such
certificates are presented to the Company or its agent for transfer or
reissuance, and (iii) the Company will use its reasonable efforts to list the
Perpetual Junior Subordinated Debentures on the NYSE or such other exchanges
or other organizations, if any, on which the Preferred Securities are then
listed or traded.
There can be no assurance as to the market price for the Perpetual Junior
Subordinated Debentures that may be distributed if a dissolution and
liquidation of Entergy London Capital were to occur. Accordingly, the
Perpetual Junior Subordinated Debentures that the investor may receive upon a
dissolution and liquidation of Entergy London Capital may trade at a discount
to the price that the investor paid to purchase the Preferred Securities
offered hereby.
REDEMPTION PROCEDURES
Preferred Securities redeemed on each Redemption Date shall be redeemed at
the Redemption Price with the applicable proceeds from the contemporaneous
redemption of the Perpetual Junior Subordinated Debentures. Redemptions of the
Preferred Securities shall be made, and the Redemption Price shall be payable,
on each Redemption Date only to the extent that Entergy London Capital has
funds on hand available for the payment of such Redemption Price.
If Entergy London Capital gives a notice of redemption in respect of the
Preferred Securities, then, by 12:00 noon, New York City time, on the
Redemption Date, to the extent funds are available, Entergy London Capital
will deposit irrevocably with DTC funds sufficient to pay the applicable
Redemption Price and will give DTC irrevocable instructions and authority to
pay the Redemption Price to the holders of such Preferred Securities. See "--
Book-Entry Issuance". If the Preferred Securities are no longer in book-entry
form, Entergy London Capital, to the extent funds are available therefor, will
irrevocably deposit with the paying agent for the Preferred Securities funds
sufficient to pay the applicable Redemption Price and will give such paying
agent irrevocable instructions and authority to pay the Redemption Price to
the holders thereof upon surrender of their certificates evidencing such
Preferred Securities. Notwithstanding the foregoing, Distributions payable on
or prior to the Redemption Date for any Preferred Securities called for
redemption shall be payable to the holders of such Preferred Securities as of
the relevant record dates for the related Distribution Dates. If notice of
redemption shall have been given and funds deposited as required, then upon
the date of such deposit, all rights of the holders of such Preferred
Securities so called for redemption will cease, except the right of the
holders of such Preferred Securities to receive the Redemption Price, but
without interest on such Redemption Price, and such Preferred Securities will
cease to be outstanding. In the event that any date fixed for redemption of
Preferred Securities is not a Business Day, then payment of the Redemption
Price payable on such date will be made on the next succeeding day which is a
Business Day (and without any interest or other payment in respect of any such
delay), except that, if such Business Day falls in the next succeeding
calendar year, such
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payment will be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on the Redemption Date. In the event
that payment of the Redemption Price in respect of Preferred Securities called
for redemption is improperly withheld or refused and not paid either by
Entergy London Capital or by the Company pursuant to the Guarantee as
described under "Description of the Guarantee", Distributions on the Preferred
Securities will continue to accrue at the then applicable rate from the
Redemption Date originally established by Entergy London Capital for such
Preferred Securities to the date such Redemption Price is actually paid, in
which case the actual payment date will be the date fixed for redemption for
purposes of calculating the Redemption Price.
Subject to applicable law (including, without limitation, Rule 14e-1 under
the Exchange Act and any other applicable US Federal securities law), the
Company or its subsidiaries may at any time and from time to time purchase
outstanding Preferred Securities by tender, in the open market or by private
agreement.
Payment of the Redemption Price on the Preferred Securities and any
distribution of Perpetual Junior Subordinated Debentures to holders of
Preferred Securities shall be made to the holders of record as they appear on
the register of Entergy London Capital as of the relevant record date, which,
as long as the Preferred Securities remain in book-entry form, will be one
Business Day prior to the relevant Redemption Date or liquidation date, as
applicable; provided, however, that in the event that the Preferred Securities
are not in book-entry form, the relevant record date for the Preferred
Securities shall be the date 15 days prior to the Redemption Date or
liquidation date, as applicable.
If less than all of the Preferred Securities are to be redeemed on a
Redemption Date, the particular Preferred Securities to be redeemed shall be
selected not more than 60 days prior to the Redemption Date by the General
Partner from the outstanding Preferred Securities not previously called for
redemption, by lot or by such method as the General Partner shall deem fair
and appropriate, which shall provide for the selection for redemption of
portions (equal to $25 or an integral multiple of $25 in excess thereof) of
the Liquidation Preference Amount of Preferred Securities of a denomination
larger than $25. The General Partner shall promptly notify the transfer agent
and registrar in writing of the Preferred Securities selected for redemption
and, in the case of any Preferred Securities selected for partial redemption,
the aggregate Liquidation Preference Amount thereof to be redeemed.
LIQUIDATION DISTRIBUTION UPON DISSOLUTION
Pursuant to the Partnership Agreement, Entergy London Capital shall be
dissolved on the first to occur of: (i) the delivery of written direction by
the Company to dissolve Entergy London Capital (which direction is optional
and wholly within the discretion of the Company) (see "--Redemptions--Special
Event Redemption or Distribution of Perpetual Junior Subordinated
Debentures"); (ii) the occurrence of an event which results in the General
Partner ceasing to be a general partner under the Delaware Act, unless the
business of Entergy London Capital is continued in accordance with the
Partnership Agreement and the Delaware Act and (iii) the entry of an order for
the dissolution of Entergy London Capital by a court of competent
jurisdiction.
In the event of any voluntary or involuntary liquidation, dissolution or
winding-up of Entergy London Capital (other than a dissolution described under
"--Redemptions--Special Event Redemption or Distribution of Perpetual Junior
Subordinated Debentures" above) the holders of Preferred Securities at the
time outstanding will be entitled to receive the Liquidation Preference Amount
of the Preferred Securities plus all accumulated and unpaid Distributions to
the date of payment (the "Liquidation Distribution") out of the assets of
Entergy London Capital legally available for distribution to partners, prior
to any distribution of assets by Entergy London Capital to the General
Partner. If such Liquidation Distribution can be paid only in part because
Entergy London
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Capital has insufficient assets available to pay in full the aggregate
Liquidation Distribution, then the amounts payable directly by Entergy London
Capital on the Preferred Securities shall be paid on a pro rata basis in
proportion to the full Liquidation Distribution for which the Preferred
Securities would be entitled.
MERGERS, CONVERSIONS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS
Entergy London Capital may not merge with or into, convert into,
consolidate, amalgamate, or be replaced by, or convey, transfer or lease its
properties and assets substantially as an entirety to any corporation or other
person, except as described below or as otherwise described in the Partnership
Agreement. Entergy London Capital may, without the consent of the holders of
the Preferred Securities, merge with or into, convert into, consolidate,
amalgamate, be replaced by or convey, transfer or lease its properties and
assets substantially as an entirety to a limited partnership, limited
liability company or trust organized as such under the laws of any
jurisdiction; provided, that (i) such successor entity either (a) expressly
assumes all of the obligations of Entergy London Capital with respect to the
Preferred Securities or (b) substitutes for the Preferred Securities other
securities (the "Successor Securities") so long as the Successor Securities
rank the same as the Preferred Securities rank in priority with respect to
distributions and payments upon liquidation, redemption and otherwise, (ii)
the Company expressly acknowledges such successor entity as the holder of the
Perpetual Junior Subordinated Debentures, (iii) the Successor Securities are
listed or traded, or any Successor Securities will be listed or traded upon
notification of issuance, on any national securities exchange or other
organization on which the Preferred Securities are then listed, if any, (iv)
such merger, conversion, consolidation, amalgamation, replacement, conveyance,
transfer or lease does not cause the Preferred Securities (including any
Successor Securities) to be downgraded by any nationally recognized
statistical rating organization, (v) such merger, conversion, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the holders of the Preferred
Securities (including any Successor Securities) in any material respect, (vi)
such successor entity has a purpose substantially identical to that of Entergy
London Capital, (vii) prior to such merger, conversion, consolidation,
amalgamation, replacement, conveyance, transfer or lease, the Company has
received an opinion from independent counsel experienced in such matters to
the effect that (a) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the rights,
preferences and privileges of the holders of the Preferred Securities
(including any Successor Securities) in any material respect, and (b)
following such merger, conversion, consolidation, amalgamation, replacement,
conveyance, transfer or lease, neither Entergy London Capital nor such
successor entity will be required to register as an investment company under
the Investment Company Act and (viii) the Company or any permitted successor
or assignee guarantees the obligations of such successor entity under the
Successor Securities at least to the extent provided by the Guarantee.
Notwithstanding the foregoing, Entergy London Capital shall not, except with
the consent of holders of 100% in aggregate Liquidation Preference Amount of
the Preferred Securities, consolidate, amalgamate, merge with or into, convert
into, or be replaced by or convey, transfer or lease its properties and assets
substantially as an entirety to any other entity or permit any other entity to
consolidate, amalgamate, merge with or into, or replace it if such
consolidation, amalgamation, merger, conversion or replacement would cause
Entergy London Capital or the successor entity to be classified as other than
a partnership or grantor trust for US Federal income tax purposes.
VOTING RIGHTS; AMENDMENT OF PARTNERSHIP AGREEMENT
Except as provided below and under "Description of the Guarantee--Amendments
and Assignment" and as otherwise required by law and the Partnership
Agreement, the holders of the Preferred Securities will have no voting rights.
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The Partnership Agreement may be amended from time to time by the General
Partner, without the consent of the holders of the Preferred Securities (i) to
cure any ambiguity, to correct or supplement any provisions in the Partnership
Agreement that may be inconsistent with any other provision, or to make any
other provisions with respect to matters or questions arising under the
Partnership Agreement, that shall not be inconsistent with the other
provisions of the Partnership Agreement, or (ii) to modify, eliminate or add
to any provisions of the Partnership Agreement to such extent as shall be
necessary to ensure that Entergy London Capital will be classified for US
Federal income tax purposes as a partnership or a grantor trust at all times
that any of Preferred Securities are outstanding or to ensure that Entergy
London Capital will not be required to register as an "investment company"
under the Investment Company Act, provided, however, that except in the case
of clause (ii), such action shall not adversely affect in any material respect
the interests of any holder of Preferred Securities, and, in the case of
clause (i), any such amendments of the Partnership Agreement shall become
effective when notice thereof is given to the holders of Preferred Securities.
The Partnership Agreement may be amended by the General Partner with the
consent of holders representing a majority (based upon aggregate Liquidation
Preference Amount) of the outstanding Preferred Securities and upon receipt by
the General Partner of an Opinion of Counsel to the effect that such amendment
or the exercise of any power granted to the General Partner in accordance with
such amendment will not affect Entergy London Capital status as a partnership
for US Federal income tax purposes or Entergy London Capital's exemption from
the status as an "investment company" under the Investment Company Act,
provided that without the consent of each holder of the Preferred Securities,
the Partnership Agreement may not be amended to change the amount or timing of
any Distribution on the Preferred Securities or otherwise adversely affect the
amount of any Distribution required to be made in respect of the Preferred
Securities as of a specified date or restrict the right of holders of the
Preferred Securities to institute suit for the enforcement of any such payment
on or after such date as described below.
So long as any Perpetual Junior Subordinated Debentures are held by Entergy
London Capital, the General Partner shall not (i) direct the time, method and
place of conducting any proceeding for any remedy available to the Debenture
Trustee, or executing any trust or power conferred on the Debenture Trustee
with respect to such Perpetual Junior Subordinated Debentures, (ii) waive any
past default that is waiveable under Section 813 of the Indenture, (iii)
exercise any right to rescind or annul a declaration that the principal of all
the Perpetual Junior Subordinated Debentures shall be due and payable or (iv)
consent to any amendment, modification or termination of the Indenture or the
Perpetual Junior Subordinated Debentures, where such consent shall be
required, without, in each case, obtaining the prior approval of the holders
of a majority in aggregate Liquidation Preference Amount of all outstanding
Preferred Securities; provided, however, that where a consent under the
Indenture would require the consent of each holder of Perpetual Junior
Subordinated Debentures affected thereby, no such consent shall be given by
the General Partner without the prior written consent of each holder of the
Preferred Securities. The General Partner shall not revoke any action
previously authorized or approved by a vote of the Preferred Securities except
by subsequent vote of the holders of the Preferred Securities. The General
Partner shall notify all holders of Preferred Securities of any notice of
default with respect to the Perpetual Junior Subordinated Debentures. In
addition to obtaining the foregoing approvals of the holders of the Preferred
Securities, prior to taking any of the foregoing actions, the General Partner
shall obtain an Opinion of Counsel experienced in such matters to the effect
that the General Partner will be classified as a partnership or grantor trust
and not as an association taxable as a corporation for US Federal income tax
purposes on account of such action.
If the General Partner fails to enforce Entergy London Capital's rights
under the Perpetual Junior Subordinated Debentures or the Indenture, a holder
of Preferred Securities may institute a legal proceeding directly against the
Company to enforce Entergy London Capital's rights with respect to the
Perpetual Junior Subordinated Debentures or the Indenture, to the fullest
extent permitted by law,
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without first instituting any legal proceeding against the General Partner or
any other person. Notwithstanding the foregoing, a holder of Preferred
Securities may directly institute a proceeding for enforcement of payment to
such holder of principal of or interest on the Perpetual Junior Subordinated
Debentures having a principal amount equal to the aggregate Liquidation
Preference Amount of the Preferred Securities of such holder on or after the
due dates specified in the Perpetual Junior Subordinated Debentures. See
"Description of the Guarantee".
Any required approval of holders of Preferred Securities may be given at a
meeting of holders of Preferred Securities convened for such purpose or
pursuant to written consent. The General Partner will cause a notice of any
meeting at which holders of Preferred Securities are entitled to vote, or of
any matter upon which action by written consent of such holders is to be
taken, to be given to each holder of record of Preferred Securities in the
manner set forth in the Partnership Agreement.
No vote or consent of the holders of Preferred Securities will be required
for Entergy London Capital to redeem and cancel the Preferred Securities in
accordance with the Partnership Agreement.
Notwithstanding that holders of Preferred Securities are entitled to vote or
consent under any of the circumstances described above, any of the Preferred
Securities that are owned by the Company, or any affiliate of the Company,
shall, for purposes of such vote or consent, be treated as if they were not
outstanding.
PAYMENT AND PAYING AGENCY
Payments in respect of Preferred Securities held by DTC or its nominee shall
be made as described under "--Book-Entry Issuance". If any Preferred
Securities are not held by DTC or its nominee, such payments shall be made by
check mailed to the address of the holder entitled thereto as such address
shall appear on the register of Entergy London Capital. The paying agent (the
"Paying Agent") shall initially be The Bank of New York.
BOOK-ENTRY ISSUANCE
DTC will act as securities depositary for the Preferred Securities. The
Preferred Securities will be issued as fully-registered global securities in
book-entry form registered in the name of Cede & Co. (DTC's partnership
nominee). Two fully-registered global certificates in book-entry form will be
issued for the Preferred Securities, representing the aggregate total number
of the Preferred Securities and will be deposited with DTC.
DTC is a limited purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law,
a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
holds securities that its participants ("Participants") deposit with DTC. DTC
also facilitates the settlement among Participants of securities transactions,
such as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in Participants' accounts, thereby eliminating
the need for physical movement of securities certificates. Direct Participants
include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations ("Direct Participants"). DTC is
owned by a number of its Direct Participants and by the NYSE, the American
Stock Exchange, Inc. and the National Association of Securities Dealers, Inc.
Access to the DTC system is also available to others such as securities
brokers and dealers, banks and trust companies that clear through or maintain
a custodial relationship with Direct Participants, either directly or
indirectly ("Indirect Participants"). The rules applicable to DTC and its
Participants are on file with the Commission.
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Purchases of Preferred Securities within the DTC system must be made by or
through Direct Participants, which will receive a credit for the Preferred
Securities on DTC's records. The ownership interest of each actual purchaser
of each Preferred Security ("Beneficial Owner") is in turn to be recorded on
the Direct and Indirect Participants' records. Beneficial Owners will not
receive written confirmation from DTC of their purchases, but Beneficial
Owners are expected to receive written confirmations providing details of the
transactions, as well as periodic statements of their holdings, from the
Direct or Indirect Participants through which the Beneficial Owners purchased
Preferred Securities. Transfers of ownership interests in the Preferred
Securities are to be accomplished by entries made on the books of Participants
acting on behalf of Beneficial Owners. Beneficial Owners will not receive
certificates representing their ownership interests in Preferred Securities,
except in the event that use of the book-entry system for the Preferred
Securities is discontinued.
To facilitate subsequent transfers, all of the Preferred Securities
deposited by Participants with DTC are registered in the name of DTC's
partnership nominee, Cede & Co. The deposit of Preferred Securities with DTC
and their registration in the name of Cede & Co. effect no change in
beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of
the Preferred Securities; DTC's records reflect only the identity of the
Direct Participants to whose accounts such Preferred Securities are credited,
which may or may not be the Beneficial Owners. The Participants will remain
responsible for keeping account of their holdings on behalf of their
customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed
by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Redemption notices shall be sent to Cede & Co. If less than all of the
Preferred Securities are being redeemed, DTC's current practice is to
determine by lot the amount of the interest of each Direct Participant to be
redeemed.
Neither DTC nor Cede & Co. will consent or vote with respect to Preferred
Securities. Under its usual procedures, DTC mails an omnibus proxy (the
"Omnibus Proxy") to Entergy London Capital as soon as possible after the
record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting
rights to those Direct Participants to whose accounts such Preferred
Securities are credited on the record date (identified in a listing attached
to the Omnibus Proxy).
Distribution payments on the Preferred Securities will be made to DTC. DTC's
current practice, upon receipt of any payment in respect of securities such as
the Preferred Securities, is to credit Direct Participants' accounts on the
relevant payment date in accordance with their respective holdings shown on
DTC's records unless DTC has reason to believe that it will not receive
payment on such payment date. Payments by Participants to Beneficial Owners
will be governed by standing instructions and customary practices and will be
the responsibility of such Participant and not of DTC, Entergy London Capital
or the Company, subject to any statutory or regulatory requirements as may be
in effect from time to time. Payment of Distributions to DTC is the
responsibility of Entergy London Capital, disbursement of such payments to
Direct Participants is the responsibility of DTC, and disbursements of such
payments to the Beneficial Owners is the responsibility of Direct and Indirect
Participants.
DTC may discontinue providing its services as securities depositary with
respect to the Preferred Securities at any time by giving reasonable notice to
Entergy London Capital or the Company. Under such circumstances, in the event
that a successor securities depositary is not obtained, definitive Preferred
Security certificates are required to be printed and delivered. Entergy London
Capital or the Company may decide to discontinue use of the system of book-
entry transfers through DTC (or a successor depositary). In that event,
definitive Preferred Securities certificates will be printed and delivered.
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The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that Entergy London Capital and the Company
believe to be accurate, but Entergy London Capital and the Company assume no
responsibility for the accuracy thereof. Neither Entergy London Capital nor
the Company has any responsibility for the performance by DTC or its
Participants of their respective obligations as described herein or under the
rules and procedures governing their respective operations.
REGISTRAR AND TRANSFER AGENT
The Bank of New York will act as registrar and transfer agent for the
Preferred Securities.
Registration of transfers of Preferred Securities will be effected without
charge by or on behalf of Entergy London Capital, but upon payment of any tax
or other governmental charges that may be imposed in connection with any
transfer or exchange. Entergy London Capital will not be required to register
or cause to be registered the transfer of Preferred Securities after such
Preferred Securities have been called for redemption.
MISCELLANEOUS
The General Partner is authorized and directed to conduct the affairs of and
to operate Entergy London Capital in such a way that Entergy London Capital
will not be deemed to be an "investment company" required to be registered
under the Investment Company Act or classified other than as a partnership or
grantor trust for US Federal income tax purposes. In this connection, the
General Partner is authorized to take any action, not inconsistent with
applicable law or the Partnership Agreement, that the General Partner
determines in its discretion to be necessary or desirable for such purposes,
as long as such action does not materially adversely affect the interests of
the holders of the Preferred Securities.
Holders of the Preferred Securities will have no rights to remove or replace
the General Partner.
DESCRIPTION OF THE GUARANTEE
The Guarantee will be executed and delivered by the Company concurrently
with the issuance by Entergy London Capital of the Preferred Securities for
the benefit of the holders from time to time of the Preferred Securities. The
Bank of New York will act as indenture trustee (the "Guarantee Trustee") under
the Guarantee for the purposes of compliance with the Trust Indenture Act, and
the Guarantee will be qualified as an Indenture under the Trust Indenture Act.
This summary of certain provisions of the Guarantee does not purport to be
complete and is subject to, and qualified in its entirety by reference to, all
of the provisions of the Guarantee Agreement, including the definitions
therein of certain terms, and the Trust Indenture Act. The form of the
Guarantee has been filed as an exhibit to the Registration Statement of which
this Prospectus forms a part. The Guarantee Trustee will hold the Guarantee
for the benefit of the holders of the Preferred Securities.
GENERAL
The Company will irrevocably agree to pay in full on a subordinated basis,
to the extent set forth herein, the Guarantee Payments (as defined below) to
the holders of the Preferred Securities, as and when due, regardless of any
defense, right of set-off or counterclaim that Entergy London Capital may have
or assert other than the defense of payment. The following payments with
respect to the Preferred Securities, to the extent not paid by or on behalf of
Entergy London Capital (the "Guarantee Payments"), will be subject to the
Guarantee: (i) any accumulated and unpaid Distributions required to be paid on
the Preferred Securities, to the extent that Entergy London Capital has funds
on hand
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available therefor, (ii) the Redemption Price with respect to any Preferred
Securities called for redemption to the extent that Entergy London Capital has
funds on hand available therefor, or (iii) upon a voluntary or involuntary
dissolution, winding-up or liquidation of Entergy London Capital (unless the
Perpetual Junior Subordinated Debentures are distributed to holders of the
Preferred Securities), the lesser of (a) the aggregate of the Liquidation
Preference Amount and all accumulated and unpaid Distributions on the
Preferred Securities to the date of payment and (b) the amount of assets of
Entergy London Capital remaining available for distribution to holders of the
Preferred Securities. The Company's obligation to make a Guarantee Payment may
be satisfied by direct payment of the required amounts by the Company to the
holders of the Preferred Securities or by causing Entergy London Capital to
pay such amounts to such holders.
The Guarantee will be an irrevocable guarantee on a subordinated basis of
Entergy London Capital's obligations under the Preferred Securities, but will
apply only to the extent that Entergy London Capital has funds sufficient to
make such payments, and is not a guarantee of collection.
If the Company does not make interest payments on the Perpetual Junior
Subordinated Debentures held by Entergy London Capital, it is expected that
Entergy London Capital will not pay Distributions on the Preferred Securities
and will not have funds available therefor. The Guarantee will rank
subordinate and junior in right of payment to all Senior Debt. See "--Status
of the Guarantee". The Guarantee will not limit the incurrence or issuance of
other secured or unsecured debt of the Company, whether under the Indenture,
any other indenture that the Company may enter into in the future or
otherwise.
The Company has, through the Guarantee, the Partnership Agreement, the
Perpetual Junior Subordinated Debentures and the Indenture, taken together,
fully, irrevocably and unconditionally guaranteed all of Entergy London
Capital's obligations under the Preferred Securities. No single document
standing alone or operating in conjunction with fewer than all of the other
documents constitutes such a guarantee. It is only the combined operation of
these documents that has the effect of providing a full, irrevocable and
unconditional guarantee of Entergy London Capital's obligations under the
Preferred Securities. See "Relationship Among the Preferred Securities, the
Perpetual Junior Subordinated Debentures and the Guarantee".
STATUS OF THE GUARANTEE
The Guarantee will constitute an unsecured obligation of the Company and
will rank subordinate and junior in right of payment to all Senior Debt.
The Guarantee will rank pari passu with all other guarantees issued by the
Company with respect to any preferred securities issued by any trust,
partnership or other entity which is a financing vehicle of the Company. The
Guarantee will constitute a guarantee of payment and not of collection (i.e.,
the guaranteed party may institute a legal proceeding directly against the
Company to enforce its rights under the Guarantee without first instituting a
legal proceeding against any other person or entity). The Guarantee will be
held for the benefit of the holders of the Preferred Securities. The Guarantee
will not be discharged except by payment of the Guarantee Payments in full to
the extent not paid by or on behalf of Entergy London Capital or upon
distribution to the holders of the Preferred Securities of the Perpetual
Junior Subordinated Debentures. The Guarantee does not place a limitation on
the amount of additional Senior Debt that may be incurred by the Company. The
Company expects from time to time to incur additional indebtedness
constituting Senior Debt.
AMENDMENTS AND ASSIGNMENT
Except with respect to any changes that do not materially adversely affect
the rights of holders of the Preferred Securities (in which case no vote will
be required), the Guarantee may not be
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amended without the prior approval of the holders of a majority of the
aggregate Liquidation Preference Amount of the outstanding Preferred
Securities. The manner of obtaining any such approval is set forth under
"Description of the Preferred Securities--Voting Rights; Amendment of
Partnership Agreement". All guarantees and agreements contained in the
Guarantee shall bind the successors, assigns, receivers, trustees and
representatives of the Company and shall inure to the benefit of the holders
of the Preferred Securities then outstanding.
EVENTS OF DEFAULT
An event of default under the Guarantee will occur upon the failure of the
Company to perform any of its payment or other obligations thereunder. The
holders of a majority in aggregate Liquidation Preference Amount of the
Preferred Securities have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Guarantee Trustee in
respect of the Guarantee or to direct the exercise of any trust or power
conferred upon the Guarantee Trustee under the Guarantee.
Any holder of the Preferred Securities may institute a legal proceeding
directly against the Company to enforce its rights under the Guarantee without
first instituting a legal proceeding against Entergy London Capital, the
Guarantee Trustee or any other person or entity.
The Company, as guarantor, is required to file annually with the Guarantee
Trustee a certificate as to whether or not the Company is in compliance with
all the conditions and covenants applicable to it under the Guarantee.
INFORMATION CONCERNING THE GUARANTEE TRUSTEE
The Guarantee Trustee, other than prior to the occurrence and after the
curing of a default by the Company in performance of the Guarantee, undertakes
to perform only such duties as are specifically set forth in the Guarantee
and, after default with respect to the Guarantee, must exercise the same
degree of care and skill as a prudent person would exercise or use in the
conduct of his or her own affairs. Notwithstanding this provision, the
Guarantee Trustee is under no obligation to exercise any of the powers vested
in it by the Guarantee at the request of any holder of the Preferred
Securities unless it is offered reasonable indemnity against the costs,
expenses and liabilities that might be incurred thereby.
TERMINATION OF THE GUARANTEE
The Guarantee will terminate and be of no further force and effect upon full
payment of the Redemption Price of the Preferred Securities, upon full payment
of the amounts payable upon liquidation of Entergy London Capital or upon
distribution of the Perpetual Junior Subordinated Debentures to the holders of
the Preferred Securities. The Guarantee will continue to be effective or will
be reinstated, as the case may be, if at any time any holder of the Preferred
Securities must restore payment of any sums paid under the Preferred
Securities or the Guarantee.
GOVERNING LAW
The Guarantee will be governed by and construed in accordance with the laws
of the State of New York.
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DESCRIPTION OF THE PERPETUAL JUNIOR SUBORDINATED DEBENTURES
The Perpetual Junior Subordinated Debentures are to be issued under the
Indenture with terms corresponding to the terms of the Preferred Securities.
This summary of certain terms and provisions of the Perpetual Junior
Subordinated Debentures and the Indenture does not purport to be complete and
is subject to, and is qualified in its entirety by reference to, the
Indenture, the form of which is filed as an exhibit to the Registration
Statement of which this Prospectus forms a part, and the Trust Indenture Act.
Whenever particular defined terms of the Indenture (as supplemented or amended
from time to time) are referred to herein, such defined terms are incorporated
herein or therein by reference.
GENERAL
Concurrently with the issuance of the Preferred Securities, Entergy London
Capital will invest the proceeds thereof and the capital contribution of the
General Partner in the Perpetual Junior Subordinated Debentures issued by the
Company. The Perpetual Junior Subordinated Debentures will have no stated
maturity date. The Perpetual Junior Subordinated Debentures will be unsecured
and will rank junior and be subordinate in right of payment to all Senior Debt
of the Company and will rank pari passu with any other series of Indenture
Debentures (as defined below) issued by the Company. Additional series of
debentures (together with the Perpetual Junior Subordinated Debentures, the
"Indenture Debentures") may be issued, without limitation as to amount, under
the Indenture and the Indenture does not limit the incurrence or issuance of
other secured or unsecured debt of the Company, whether under the Indenture,
any other indenture that the Company may enter into in the future or
otherwise. See "--Subordination". Application will be made to list the
Perpetual Junior Subordinated Debentures on the Luxembourg Stock Exchange.
INTEREST
The Perpetual Junior Subordinated Debentures will bear interest at the rate
of % per annum of the principal amount thereof, payable quarterly in
arrears on March 31, June 30, September 30 and December 31 of each year (each,
an "Interest Payment Date"), commencing , 1997, to the person in whose
name each Perpetual Junior Subordinated Debenture is registered, subject to
certain exceptions, as of the close of business on the Business Day next
preceding such Interest Payment Date. The amount of interest payable for any
period will be computed on the basis of a 360-day year of twelve 30-day
months. In the event that any date on which interest is payable on the
Perpetual Junior Subordinated Debentures is not a Business Day, then payment
of the interest payable on such date will be made on the next succeeding day
which is a Business Day (and without any interest or other payment in respect
of any such delay), except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on the date such payment was originally payable. Interest that is in arrears
for more than one quarter will bear additional interest (to the extent
permitted by law) at the rate of % per annum thereof, compounded quarterly.
The term "interest" as used herein shall include quarterly interest payments,
interest on quarterly interest payments in arrears and Additional Amounts and
Additional Interest, as applicable.
OPTION TO DEFER PAYMENT OF INTEREST
So long as no Debenture Event of Default under the Indenture has occurred
and is continuing, the Company has the right under the Indenture during the
term of the Perpetual Junior Subordinated Debentures to defer indefinitely the
payment of interest at any time or from time to time. Until all deferred
interest payments together with interest thereon have been paid in full,
interest will continue to accrue, together with interest thereon at the stated
rate of interest on the Perpetual Junior Subordinated Debentures, to the
extent permitted by law.
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In the event that the Company exercises this right, until all deferred
interest payments together with interest thereon have been paid in full, the
Company may not, directly or indirectly, (i) declare or pay any dividends or
distributions on, or redeem, purchase, acquire, or make a liquidation payment
with respect to, any of its capital stock, (ii) make any payment of principal,
interest or premium, if any, on or repay, repurchase or redeem any of its debt
securities (including other junior subordinated deferrable interest
debentures) that rank pari passu with or junior in interest to the Perpetual
Junior Subordinated Debentures on which payment is being deferred, (iii) make
any guarantee payments with respect to any guarantee if such guarantee ranks
pari passu with or junior in interest to the Perpetual Junior Subordinated
Debentures on which payment is being deferred or (iv) make any payment of
principal, interest or premium, if any, on, or repay, repurchase or redeem any
of its debt securities held by any affiliate, or make any loans or advances
to, or make payments on any guarantee of the debt of, any affiliate, in each
case other than (a) dividends or distributions in shares of, or options,
warrants or rights to subscribe for or purchase shares of, the Company's
common stock and exchanges or conversions of common stock of one class for
common stock of another class, (b) payments by the Company under the Guarantee
(or any other guarantee by the Company with respect to any securities of any
of its subsidiaries, provided that the proceeds from the issuance of such
securities were used to purchase junior subordinated deferrable interest
debentures issued by the Company), and (c) any dividend or payment by the
Company which is applied, directly or indirectly, to the payment of (x)
principal of, or interest or premium, if any, on Acquisition Debt as and when
due in accordance with the terms thereof, and (y) any UK Tax Payments. The
Company must give Entergy London Capital and the Debenture Trustee notice of
its intention to defer payment of interest at least one Business Day prior to
the earlier of (i) the next succeeding Interest Payment Date and (ii) the date
the Company is required to give notice to the NYSE or other applicable self-
regulatory organization or to holders of the Perpetual Junior Subordinated
Debentures of the record date or Interest Payment Date, but in any event not
less than one Business Day prior to such record date. The General Partner
shall give notice of the Company's intention to defer payment of interest to
the holders of the Preferred Securities within five Business Days of the
receipt of notice thereof.
REDEMPTION
The Perpetual Junior Subordinated Debentures are redeemable prior to
maturity at the option of the Company (i) on or after , 2002, in whole
at any time or in part from time to time, (ii) at any time, in whole (but not
in part) within 90 days following the occurrence of a Special Event, or (iii)
at any time, in whole (but not in part) if the Company has or will become
obligated to pay Additional Amounts as provided under "--Optional Tax
Redemption", in each case, at the Debentures Redemption Price.
The proceeds of any such redemption will be used by Entergy London Capital
to redeem the Preferred Securities in accordance with their terms. The Company
may not redeem less than all of the Perpetual Junior Subordinated Debentures
unless all accrued and unpaid interest, if any, has been paid in full on all
outstanding Perpetual Junior Subordinated Debentures for all interest periods
terminating on or prior to the Redemption Date.
Notice of any redemption will be mailed at least 30 days but not more than
60 days before the Redemption Date to each holder of Perpetual Junior
Subordinated Debentures to be redeemed at such holder's registered address.
Unless the Company defaults in payment of the Debentures Redemption Price, on
and after the Redemption Date interest ceases to accrue on the Perpetual
Junior Subordinated Debentures or portions thereof called for redemption.
ADDITIONAL AMOUNTS
All payments of principal and interest in respect of the Perpetual Junior
Subordinated Debentures shall be made free and clear of, and without
withholding or deduction for or on account of, any
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present or future taxes, duties, assessments or governmental charges of
whatever nature imposed, levied, collected, withheld or assessed by or within
the UK or by or within any political subdivision thereof or any authority
therein or thereof having power to tax ("UK taxes"), unless such withholding
or deduction is required by law. In the event of any such withholding or
deduction the Company shall pay to the relevant holder of Perpetual Junior
Subordinated Debentures such Additional Amounts as will result in the payment
to each such holder of the amount that would otherwise have been receivable by
such holder in the absence of such withholding or deduction, except that no
such Additional Amounts shall be payable:
(a) to, or to a person on behalf of, a holder who is liable for such UK
taxes in respect of the Perpetual Junior Subordinated Debentures by reason
of such holder having some connection with the UK (including being a
citizen or resident or national of, or carrying on a business or
maintaining a permanent establishment in, or being physically present in,
the UK) other than the mere holding of a Perpetual Junior Subordinated
Debenture or the receipt of principal and interest in respect thereof;
(b) to, or to a person on behalf of, a holder who presents a Perpetual
Junior Subordinated Debenture (whenever presentation is required) for
payment more than 30 days after the Relevant Date (as defined below) except
to the extent that such holder would have been entitled to such Additional
Amounts on presenting such Perpetual Junior Subordinated Debenture for
payment on the last day of such period of 30 days;
(c) to, or to a person on behalf of, a holder who presents a Perpetual
Junior Subordinated Debenture (where presentation is required) in the UK;
(d) to, or to a person on behalf of, a holder who would not be liable or
subject to the withholding or deduction by making a declaration of non-
residence or similar claim for exemption to the relevant tax authority; or
(e) to, or to a person on behalf of, a holder of a Definitive Registered
Debenture (as defined herein) issued pursuant to the request of owners of
interests representing a majority in outstanding principal amount in Book-
Entry Interests (as defined herein) following and during the continuance of
a Debenture Event of Default if such holder (or any predecessor holder) was
one of such owners requesting that Definitive Registered Debentures be so
issued.
Such Additional Amounts will also not be payable where, had the beneficial
owner of the Perpetual Junior Subordinated Debentures (or any interest
therein) been the holder of the Perpetual Junior Subordinated Debentures, he
would not have been entitled to payment of Additional Amounts by reason of any
one or more of the clauses (a) through (e) above. If the Company shall
determine that Additional Amounts will not be payable because of the
immediately preceding sentence, the Company will inform such holder promptly
after making such determination setting forth the reason(s) therefor.
"Relevant Date" means whichever is the later of (i) the date on which such
payment first becomes due and (ii) if the full amount payable has not been
received in The City of New York by the Book-Entry Depository (as defined
herein) or the Debenture Trustee on or prior to such due date, the date on
which, the full amount having been so received, notice to that effect shall
have been given to the holders in accordance with the Indenture.
OPTIONAL TAX REDEMPTION
If (a) the Company satisfies the Debenture Trustee prior to the giving of a
notice as provided below that it has or will become obligated to pay
Additional Amounts with respect to the Perpetual Junior Subordinated
Debentures as a result of either (x) any change in, or amendment to, the laws
or regulations of the UK or any political subdivision or any authority or
agency thereof or therein having
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power to tax or levy duties, or any change in the application or
interpretation of such laws or regulations, which change or amendment becomes
effective on or after the date of this Prospectus or (y) the issuance of
Definitive Registered Debentures pursuant to the first sentence or clause (a)
or (b) of the third sentence of "--Form, Book-Entry Procedures and Transfer--
Definitive Perpetual Junior Subordinated Debentures" and (b) such obligation
cannot be avoided by the Company taking reasonable measures available to it,
the Company may, at its option, on giving not more than 60 or less than 30
days' notice to the holders, redeem, as a whole but not in part, the Perpetual
Junior Subordinated Debentures at the Debentures Redemption Price provided
that no such notice of redemption shall be given earlier than 90 days prior to
the earliest date on which the Company would be obligated to pay such
Additional Amounts were a payment in respect of the Perpetual Junior
Subordinated Debentures then due. Prior to the publication of any notice of
redemption pursuant to this paragraph, the Company shall deliver to the
Debenture Trustee a certificate signed by a director of the Company stating
that the obligation referred to in (a) above cannot be avoided by the Company
taking reasonable measures available to it, and the Debenture Trustee shall
accept such certificate as sufficient evidence of the condition precedent set
out in (b) above, in which event it shall be conclusive and binding on the
holders.
In the event that the Global Debentures (as defined herein) are redeemed in
whole or in part pursuant to this provision or "-- Redemption" above, the
Book-Entry Depository will redeem, from the amount received by it in respect
of the redemption of the Global Debentures an equal amount of the related
Book-Entry Interests. The redemption price payable in connection with the
redemption of such Book-Entry Interests will be equal to the amount received
by the Book-Entry Depository in connection with the redemption of the Global
Debentures.
DISTRIBUTION OF THE PERPETUAL JUNIOR SUBORDINATED DEBENTURES
Whether or not a Special Event has occurred, at any time, the General
Partner has the right at any time to dissolve Entergy London Capital, and, in
such event, cause the Perpetual Junior Subordinated Debentures to be
distributed to the holders of the Preferred Securities in liquidation of
Entergy London Capital after satisfaction of liabilities to creditors of
Entergy London Capital as provided by the Delaware Act. See "Description of
the Preferred Securities--Redemptions--Special Event Redemption or
Distribution of Perpetual Junior Subordinated Debentures". If distributed to
holders of the Preferred Securities in liquidation, the Perpetual Junior
Subordinated Debentures will initially be issued as described under "--Form,
Book-Entry Procedures and Transfer". If the Perpetual Junior Subordinated
Debentures are distributed to the holders of the Preferred Securities upon the
liquidation of Entergy London Capital, the Company will use its best efforts
to list the Perpetual Junior Subordinated Debentures on the NYSE or such other
stock exchanges or other organizations, if any, on which the Preferred
Securities are then listed. There can be no assurance as to the market price
of the Perpetual Junior Subordinated Debentures that may be distributed to the
holders of the Preferred Securities.
DEBENTURE EVENTS OF DEFAULT
The Indenture provides that any one or more of the following described
events with respect to a series of Indenture Debentures that has occurred and
is continuing constitutes a "Debenture Event of Default" with respect to such
series of Indenture Debentures:
(i) failure for 60 days to pay any interest on such series of Indenture
Debentures when due and payable (subject to the Company's right to defer
such payment); or
(ii) failure to pay principal of or premium, if any, on such series of
Indenture Debentures when due and payable; or
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(iii) failure to perform, or breach of, any covenant or warranty of the
Company contained in the Indenture for 60 days after written notice to the
Company from the Debenture Trustee or to the Company and the Debenture
Trustee by the holders of at least 33% in aggregate principal amount of
such series of outstanding Indenture Debentures as provided in the
Indenture; or
(iv) certain events in bankruptcy, insolvency or reorganization of the
Company; or
(v) any other Event of Default specified with respect to such series of
Indenture Debentures.
If a Debenture Event of Default due to the default in payment of principal
of, or interest on, any series of Indenture Debentures or due to the default
in the performance or breach of any other covenant or warranty of the Company
applicable to the Indenture Debentures of such series but not applicable to
all series occurs and is continuing, then either the Debenture Trustee or the
holders of not less than 33% in aggregate principal amount of the outstanding
Indenture Debentures of such series may declare the principal of all of the
Indenture Debentures of such series and interest accrued thereon to be due and
payable immediately (subject to the subordination provisions of the Indenture)
and, in the case of the Perpetual Junior Subordinated Debentures, should the
Debenture Trustee or such holders of such Perpetual Junior Subordinated
Debentures fail to make such declaration, the holders of at least 33% in
aggregate Liquidation Preference Amount of the Preferred Securities shall have
such right. If a Debenture Event of Default due to the default in the
performance of any covenants or agreements in the Indenture applicable to all
outstanding Indenture Debentures or due to certain events of bankruptcy,
insolvency or reorganization of the Company has occurred and is continuing,
either the Debenture Trustee or the holders of not less than 33% in aggregate
principal amount of all outstanding Indenture Debentures (or Preferred
Securities, as described above), considered as one class, and not the holders
of the Indenture Debentures (or Preferred Securities) of any one of such
series, may make such declaration of immediate payability (subject to the
subordination provisions of the Indenture).
At any time after such a declaration of immediate payability with respect to
the Indenture Debentures of any series has been made and before a judgment or
decree for payment of the money due has been obtained, the Debenture Event or
Events of Default giving rise to such declaration of immediate payability
will, without further act, be deemed to have been waived, and such declaration
and its consequences will, without further act, be deemed to have been
rescinded and annulled, if
(a) the Company has paid or deposited with the Debenture Trustee a sum
sufficient to pay
(1) all overdue interest on all Indenture Debentures of such series;
(2) the principal of and premium, if any, on any Indenture Debentures of
such series which have become due otherwise than by such declaration of
immediate payability and interest thereon at the rate or rates prescribed
therefor in such Indenture Debentures;
(3) interest upon overdue interest at the rate or rates prescribed
therefor in such Indenture Debentures, to the extent that payment of such
interest is lawful; and
(4) all amounts due to the Debenture Trustee under the Indenture; and
(b) any other Debenture Event or Events of Default with respect to Indenture
Debentures of such series, other than the nonpayment of the principal of the
Indenture Debentures of such series which has become due solely by such
declaration of immediate payability, have been cured or waived as provided in
the Indenture.
The holders of a majority in aggregate principal amount of the Indenture
Debentures of all series then outstanding may waive compliance by the Company
with certain restrictive provisions of the Indenture. The holders of a
majority in principal amount of the outstanding Indenture Debentures of any
series may, on behalf of the holders of all the Indenture Debentures of such
series, waive any
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past default under the Indenture with respect to such series, except a default
in the payment of principal or interest (unless such default has been cured
and a sum sufficient to pay all matured installments of interest and principal
due otherwise than by declaration of immediate payability has been deposited
with the Debenture Trustee) or a default in respect of a covenant or provision
which under the Indenture cannot be modified or amended without the consent of
the holder of each outstanding Indenture Debenture of such series affected.
With respect to the Perpetual Junior Subordinated Debentures, Entergy London
Capital may not waive compliance by the Company with certain restrictive
provisions of the Indenture or waive any past defaults thereunder without the
consent of a majority in aggregate liquidation preference amount of the
outstanding Preferred Securities.
The Company is required to file annually with the Debenture Trustee a
certificate as to whether or not the Company is in compliance with all the
conditions and covenants applicable to it under the Indenture.
In case a Debenture Event of Default shall occur and be continuing as to the
Perpetual Junior Subordinated Debentures, Entergy London Capital will have the
right to declare the principal of and the interest on the Perpetual Junior
Subordinated Debentures and any other amounts payable under the Indenture, to
be immediately due and payable and to enforce its other rights as a creditor
with respect to the Perpetual Junior Subordinated Debentures. If the General
Partner fails to enforce Entergy London Capital's rights with respect to the
Perpetual Junior Subordinated Debentures or the Indenture, a holder of
Preferred Securities may institute a legal proceeding directly against the
Company to enforce Entergy London Capital's rights with respect to the
Perpetual Junior Subordinated Debentures or the Indenture, to the fullest
extent permitted by law, without first instituting any legal proceeding
against the General Partner or any other person. Notwithstanding the
foregoing, a holder of Preferred Securities may directly institute a
proceeding for enforcement of payment to such holder of principal of or
interest on the Perpetual Junior Subordinated Debentures having a principal
amount equal to the aggregate Liquidation Preference Amount of the Preferred
Securities of such holder on or after the due dates thereof. See "Description
of the Preferred Securities--Voting Rights; Amendment of Partnership
Agreement" and "Description of the Guarantee".
MODIFICATION OF INDENTURE
Without the consent of any holder of Indenture Debentures, the Company and
the Debenture Trustee may enter into one or more supplemental indentures for
any of the following purposes: (a) to evidence the assumption by any permitted
successor to the Company of the covenants of the Company in the Indenture and
in the Indenture Debentures; or (b) to add one or more covenants of the
Company or other provisions for the benefit of the holders of outstanding
Indenture Debentures or to surrender any right or power conferred upon the
Company by the Indenture; or (c) to add any additional Debenture Events of
Default with respect to outstanding Indenture Debentures; or (d) to change or
eliminate any provision of the Indenture or to add any new provision to the
Indenture, provided that if such change, elimination or addition will
adversely affect the interests of the holders of any series of Indenture
Debentures in any material respect, such change, elimination or addition will
become effective with respect to such series only (1) when the consent of the
holders of Indenture Debentures of such series has been obtained in accordance
with the Indenture, or (2) when no Indenture Debentures of such series remain
outstanding under the Indenture; or (e) to provide collateral security for the
Indenture Debentures; or (f) to establish the form or terms of Indenture
Debentures of any other series as permitted by the Indenture; or (g) to
provide for the authentication and delivery of bearer securities and coupons
appertaining thereto representing interest, if any, thereon and for the
procedures for the registration, exchange and replacement thereof and for the
giving of notice to, and the solicitation of the vote or consent of, the
holders thereof, and for any and
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all other matters incidental thereto; or (h) to evidence and provide for the
acceptance of appointment of a separate or successor Debenture Trustee under
the Indenture with respect to the Indenture Debentures of one or more series
and to add to or change any of the provisions of the Indenture as shall be
necessary to provide for or to facilitate the administration of the trusts
under the Indenture by more than one trustee; or (i) to provide for the
procedures required to permit the utilization of a noncertificated system of
registration for the Indenture Debentures of all or any series; or (j) to
change any place where (1) the principal of and premium, if any, and interest,
if any, on all or any series of Indenture Debentures shall be payable, (2) all
or any series of Indenture Debentures may be surrendered for registration of
transfer or exchange and (3) notices and demands to or upon the Company in
respect of Indenture Debentures and the Indenture may be served; or (k) to
cure any ambiguity or inconsistency or to add or change any other provisions
with respect to matters and questions arising under the Indenture, provided
such changes or additions shall not adversely affect the interests of the
holders of Indenture Debentures of any series in any material respect. The
Indenture contains provisions permitting the Company and the Debenture
Trustee, with the consent of the holders of a majority in principal amount of
each outstanding series of Indenture Debentures affected, to modify the
Indenture in a manner affecting the rights of the holders of such series of
the Indenture Debentures; provided, that no such modification may (i) change
the Stated Maturity, if any, of any series of Indenture Debentures, or reduce
the principal amount thereof, or reduce the rate or extend the time of payment
of interest thereon (except such extension as is contemplated thereby), (ii)
reduce the percentage of principal amount of Indenture Debentures of any
series, the holders of which are required to consent to any such modification
of the Indenture, or (iii) modify certain of the provisions of the Indenture
relating to supplemental indentures, waivers of certain covenants and waivers
of past defaults with respect to the Indenture Debentures of any series,
without the consent of the holder of each outstanding Indenture Debenture
affected thereby, provided, that in the case of the Perpetual Junior
Subordinated Debentures, so long as any of the Preferred Securities remain
outstanding, no such modification may be made that adversely affects the
holders of the Preferred Securities, and no termination of the Indenture may
occur, and no waiver of any Debenture Event of Default or compliance with any
covenant under the Indenture may be effective, without the prior consent of
the holders of a majority of the aggregate Liquidation Preference Amount of
such Preferred Securities unless and until the principal of the Perpetual
Junior Subordinated Debentures and all accrued and unpaid interest thereon
have been paid in full and certain other conditions are satisfied.
CERTAIN COVENANTS OF THE COMPANY
The Company will covenant in the Indenture that it will not, directly or
indirectly, (i) declare or pay any dividends or distributions on, or redeem,
purchase, acquire, or make a liquidation payment with respect to, any of its
capital stock, (ii) make any payment of principal, interest or premium, if
any, on or repay, repurchase, or redeem any of its debt securities (including
other junior subordinated deferrable interest debentures) that rank pari passu
with or junior in interest to the Perpetual Debentures on which payment is
being deferred, (iii) make any guarantee payments with respect to any
guarantee if such guarantee ranks pari passu with or junior in interest to the
Perpetual Debentures on which payment is being deferred or (iv) make any
payment of principal, interest or premium, if any, on or repay, repurchase or
redeem any of its debt securities held by any affiliate, or make any loans or
advances to, or guarantee the debt of, any affiliate, in each case other than
(a) dividends or distributions in shares of, or options, warrants or rights to
subscribe for or purchase shares of, the Company's common stock and exchanges
or conversions of common stock of one class for common stock of another class,
(b) payments by the Company under the Guarantee (or any other guarantee by the
Company with respect to any securities of any of its subsidiaries, provided
that the proceeds from the issuance of such securities were used to purchase
junior subordinated deferrable interest debentures issued by the Company), and
(c) any dividend or payment by the Company which is applied, directly or
indirectly, to the payment of (x) principal of, or interest or premium, if
any, on Acquisition Debt as and when due in accordance with the terms thereof,
or (y) any UK Tax Payments
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if at such time (i) there shall have occurred and be continuing a payment
default (whether before or after expiration of any period of grace) or a
Debenture Event of Default with respect to any series of Indenture Debentures,
(ii) the Company shall be in default with respect to its payment of any
obligations under the Guarantee or any other such guarantee as described above
or (iii) the Company shall have given notice of its intention to defer payment
of interest as provided in the Indenture with respect to any series of
Indenture Debentures, shall not have rescinded such notice and such deferral
shall be continuing until all deferred interest payments together with
interest thereon have been paid in full.
The Company also will covenant that so long as any Preferred Securities
remain outstanding, if Entergy London Capital shall be required to pay, with
respect to its income derived from the interest payments on the Perpetual
Junior Subordinated Debentures, any amounts for or on account of any taxes,
duties, assessments or governmental charges of whatever nature imposed by the
US, the UK or any other taxing authority, then, in any such case, the Company
will pay as interest on the Perpetual Junior Subordinated Debentures such
Additional Interest as may be necessary in order that the net amounts received
and retained by Entergy London Capital after the payment of such taxes,
duties, assessments or governmental charges shall result in Entergy London
Capital having such funds as it would have had in the absence of the payment
of such taxes, duties, assessments or governmental charges.
The Company will also covenant, (i) to maintain directly or indirectly 100%
ownership of all of the general partner interests in Entergy London Capital,
provided that certain successors which are permitted pursuant to the Indenture
may succeed to the Company's ownership of such general partner interests, (ii)
not to voluntarily terminate, wind-up or liquidate Entergy London Capital,
except (a) in connection with a distribution of Perpetual Junior Subordinated
Debentures to the holders of the Preferred Securities in liquidation of
Entergy London Capital, or (b) in connection with certain mergers,
conversions, consolidations or amalgamations permitted by the Partnership
Agreement, (iii) to timely perform in all material respects all of its duties
as General Partner (including the duty to pay Distributions and the duty to
pay all costs and expenses of Entergy London Capital), provided that certain
successors which are permitted pursuant to the Indenture may directly or
indirectly succeed to its duties as General Partner and (iv) to use its
reasonable efforts, consistent with the terms and provisions of the
Partnership Agreement, to cause Entergy London Capital to remain a limited
partnership and otherwise continue to be treated as a partnership for US
Federal income tax purposes.
CONSOLIDATION, MERGER, SALE OF ASSETS AND OTHER TRANSACTIONS
The Indenture provides that the Company shall not consolidate with or merge
into any other corporation or convey, transfer or lease its properties and
assets substantially as an entirety to any person, unless (i) in case the
Company consolidates with or merges into another corporation or conveys or
transfers its properties and assets substantially as an entirety to any
person, the successor corporation expressly assumes the Company's obligations
on all Indenture Debentures; (ii) immediately after giving effect thereto, no
Debenture Event of Default, and no event which, after notice or lapse of time
or both, would become a Debenture Event of Default, shall have occurred and be
continuing; and (iii) certain other conditions as prescribed in the Indenture
are met.
In the event that any such successor entity is organized under the laws of a
country located outside of the UK and withholding or deduction is required by
law for or on account of any present or future taxes, duties, assessments or
governmental charges of whatever nature imposed, levied, collected, withheld
or assessed by or within such country in which the successor entity is
organized or by or within any political subdivision thereof or any authority
therein or thereof having power to tax, the successor entity shall pay to the
relevant holder of the Global Debentures or to the relevant holders of the
Definitive Registered Debentures, as the case may be, such additional amounts,
under
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the same circumstances and subject to the same limitations as are specified
for "UK taxes," as is set forth under "--Additional Amounts" above, but
substituting for the UK in each place the name of the country under the laws
of which such successor entity is organized. In addition, such successor
entity shall be entitled to effect an optional tax redemption of the Perpetual
Junior Subordinated Debentures under the same circumstances and subject to the
same limitations as are set forth under "--Optional Tax Redemption" above, but
substituting for the UK in each place the name of the country under the laws
of which such successor entity is organized.
The general provisions of the Indenture do not afford holders of the
Perpetual Junior Subordinated Debentures protection in the event of a highly
leveraged or other transaction involving the Company that may adversely affect
holders of the Perpetual Junior Subordinated Debentures.
SATISFACTION AND DISCHARGE
The principal amount of Perpetual Junior Subordinated Debentures will be
deemed to have been paid for purposes of the Indenture and the entire
indebtedness of the Company in respect thereof will be deemed to have been
satisfied and discharged, if there shall have been irrevocably deposited with
the Debenture Trustee or any Paying Agent, in trust: (a) money in an amount
which will be sufficient, or (b) Government Obligations (as defined herein),
which do not contain provisions permitting the redemption or other prepayment
thereof at the option of the issuer thereof, the principal of and the interest
on which when due, without any regard to reinvestment thereof, will provide
moneys which, together with the money, if any, deposited with or held by the
Debenture Trustee, will be sufficient, or (c) a combination of (a) and (b)
which will be sufficient, to pay when due the principal of and premium, if
any, and interest, if any, due and to become due on the Perpetual Junior
Subordinated Debentures that are outstanding. For this purpose, Government
Obligations include direct obligations of, or obligations unconditionally
guaranteed by, the US entitled to the benefit of the full faith and credit
thereof and certificates, depository receipts or other instruments which
evidence a direct ownership interest in such obligations or in any specific
interest or principal payments due in respect thereof.
SUBORDINATION
In the Indenture, the Company has covenanted and agreed that any Indenture
Debentures issued thereunder will be subordinate and junior in right of
payment to all Senior Debt to the extent provided in the Indenture. Upon any
payment or distribution of assets to creditors upon any liquidation,
dissolution, winding-up, reorganization, assignment for the benefit of
creditors, marshaling of assets or any bankruptcy, insolvency, debt
restructuring or similar proceedings in connection with any insolvency or
bankruptcy proceeding of the Company, the holders of Senior Debt will first be
entitled to receive payment in full of principal of, premium, if any, and
interest, if any, on such Senior Debt before the holders of Indenture
Debentures will be entitled to receive or retain any payment in respect of the
principal of, premium, if any, or interest, if any, on the Indenture
Debentures.
In the event of the declaration of immediate payability of any Indenture
Debentures, the holders of all Senior Debt outstanding at the time of such
declaration will be entitled to receive payment in full of all amounts due
thereon (including any amounts due upon such declaration) before the holders
of Indenture Debentures will be entitled to receive any payment upon the
principal of, premium, if any, or interest, if any, on the Indenture
Debentures.
No payments on account of principal, premium, if any, or interest, if any,
in respect of any Indenture Debentures may be made if there shall have
occurred and be continuing a default in any payment with respect to Senior
Debt, or an event of default with respect to any Senior Debt resulting in the
acceleration of the maturity thereof remaining uncured.
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The term Senior Debt is defined in the Indenture to mean all obligations
(other than non-recourse obligations and the indebtedness issued under the
Indenture) of, or guaranteed or assumed by, the Company for borrowed money,
including both senior and subordinated indebtedness for borrowed money (other
than Indenture Debentures), or for the payment of money relating to any lease
which is capitalized on the consolidated balance sheet of the Company and its
subsidiaries in accordance with generally accepted accounting principles as in
effect from time to time, or evidenced by bonds, debentures, notes or other
similar instruments, and in each case, amendments, renewals, extensions,
modifications and refundings of any such indebtedness or obligations, whether
existing as of the date of the Indenture or subsequently incurred by the
Company unless, in the case of any particular indebtedness, amendment,
renewal, extension, modification or refunding, the instrument creating or
evidencing the same or the assumption or guarantee of the same expressly
provides that such indebtedness, amendment, renewal, extension, modification
or refunding is not superior in right of payment to or is pari passu with the
Indenture Debentures; provided that the Company's obligations under the
Guarantee and all other guarantees issued by the Company with respect to any
preferred securities issued by any trust, partnership or other entity which is
a financing vehicle of the Company shall not be deemed to be Senior Debt.
The Indenture places no limitation on the amount of additional Senior Debt
that may be incurred by the Company. The Company expects from time to time to
incur additional indebtedness constituting Senior Debt.
FORM, BOOK-ENTRY PROCEDURES AND TRANSFER
General
The Perpetual Junior Subordinated Debentures will be issued initially only
as a global debenture in bearer form (the "Global Debenture") and will be
payable only in US dollars. Title to such Global Debenture will pass by
delivery. The Global Debenture will be deposited on issue with The Bank of New
York, as book-entry depository (the "Book-Entry Depository"), which will hold
the Global Debenture for the benefit of Entergy London Capital pursuant to the
terms of the deposit agreement (the "Deposit Agreement") dated as of ,
1997 among the Company, the Book-Entry Depository and the holders and
beneficial owners from time to time of interests in the Book-Entry Interests.
Pursuant to the Deposit Agreement, the Book-Entry Depository will issue one or
more certificateless depository interests (the "Book-Entry Interests"), which
together will represent a 100% interest in the Global Debenture. Such Book-
Entry Interests will initially be issued to Entergy London Capital.
If Book-Entry Interests are distributed to holders of Preferred Securities
in liquidation of such holders' interests in Entergy London Capital, the
Global Debenture held by the Book-Entry Depository and representing all of the
Perpetual Junior Subordinated Debentures will cease to be held for the benefit
of Entergy London Capital and will, for all purposes under the Indenture and
the Deposit Agreement, be held by the Book-Entry Depository for the benefit of
DTC and its Participants, and all of the Book-Entry Interests in the Global
Debenture will be transferred by Entergy London Capital to DTC, which will
operate a book-entry system for interests in the Book-Entry Interests, and to
the extent that Preferred Securities are held in certificated form, such Book-
Entry Interests will be issued in certificated form. DTC will initially credit
Direct Participants holding Preferred Securities with interests in the Book-
Entry Interests (pro rata to their holding of Preferred Securities) and DTC
will issue to such Direct Participants interests in such Book-Entry Interests
in the same form as the Preferred Securities which such interests replace and
any Preferred Security in global form will be replaced by one or more Book-
Entry Interests in global form ("Global Book-Entry Interests") registered in
the name of DTC or its nominee. Unless and until the Global Debenture is
exchanged in whole for Definitive Registered Debentures, Book-Entry Interests
held by DTC may not be transferred except as a whole by DTC to a nominee of
DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any
such nominee to a successor of DTC or a nominee of such successor. For
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a description of DTC and its book-entry system, see "Description of the
Preferred Securities--Book Entry Issuance". As of the date of this Prospectus,
the description herein of DTC's book-entry system and DTC's practices as they
relate to purchases, transfers, notices and payments with respect to the
Preferred Securities will apply in all material respects to any Book-Entry
Interests registered in the name of and held by DTC or its nominee. The
Company may appoint a successor to DTC or any successor depository in the
event DTC or such successor depository is unable or unwilling to continue as
depository for the Global Debentures.
The laws of some jurisdictions require that certain purchasers of securities
take physical delivery of such securities in definitive form. Such laws may
impair the ability to transfer beneficial interests in such Global Debentures.
So long as the Book-Entry Depository, or its nominee, is the holder of the
Global Debenture, the Book-Entry Depository or such nominee, as the case may
be, will be considered the sole holder of the Global Debenture (and the
Perpetual Junior Subordinated Debentures) for all purposes under the
Indenture. Except as set forth below with respect to the issuance of
Definitive Registered Debentures, if the Perpetual Junior Subordinated
Debentures are held through the facilities of DTC, Direct Participants or
Indirect Participants will not be entitled to have Perpetual Junior
Subordinated Debentures registered in their names, will not receive or be
entitled to receive physical delivery of Perpetual Junior Subordinated
Debentures in definitive bearer or registered form and will not be considered
the owners or holders thereof under the Indenture or the Deposit Agreement.
Accordingly, if the Perpetual Junior Subordinated Debentures are held through
the facilities of DTC, each person owning an interest in the Book-Entry
Interests must rely on the procedures of the Book-Entry Depository and DTC
and, if such person is not a Direct Participant in DTC, on the procedures of
the Direct Participant through which such person owns its interest, to
exercise any rights and obligations of a holder under the Indenture or the
Deposit Agreement.
In addition to a Paying Agent in the Borough of Manhattan, The City of New
York, the Company will, so long as Perpetual Junior Subordinated Debentures
are listed on the Luxembourg Stock Exchange and the rules of such stock
exchange so require, maintain a Paying Agent in Luxembourg.
Neither the Company nor any agent of the Company will have any
responsibility or liability for any aspect relating to payments made or to be
made by the Book-Entry Depository to the persons entitled thereto in respect
of the Perpetual Junior Subordinated Debentures or the Book-Entry Interests.
None of the Company, the Debenture Trustee, the Book-Entry Depository or any
agent of any of the foregoing will have any responsibility or liability for
any aspect relating to payments made or to be made by DTC on account of a
Direct Participant's or Indirect Participant's ownership of an interest in the
Book-Entry Interests or for maintaining, supervising or reviewing any records
relating to a Direct Participant's or Indirect Participant's interests in the
Book-Entry Interests.
Payments on the Perpetual Junior Subordinated Debentures
Payments of any amounts in respect of the Global Debenture will be made
through a Paying Agent to the Book-Entry Depository, as the holder thereof.
The Book-Entry Depository will pay an amount equal to each such payment to the
persons entitled thereto. If the Perpetual Junior Subordinated Debentures are
held through the facilities of DTC, such payments will be made by the Book-
Entry Depository to DTC, which will distribute such payments to its Direct
Participants.
If any Definitive Registered Debenture has been issued, the interest payable
on such Definitive Registered Debenture other than at maturity will be paid to
the holder in whose name such Definitive Registered Debenture is registered at
the close of business on the fifteenth day (whether or not a Business Day)
immediately preceding the relevant Interest Payment Date (each a "Record
Date"). The principal amount of a Definitive Registered Debenture will be
payable to the person in whose name
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such Definitive Registered Debenture is registered at the close of business on
the immediately preceding Record Date upon surrendering such Definitive
Registered Debenture. Interest payable at maturity will be payable to the
person to whom principal is payable.
If any Definitive Registered Debenture has been issued, payments of interest
on such Definitive Registered Debenture to be paid other than at maturity will
be made by check to the person entitled thereto at such person's address
appearing on the Security Register. Payments of any interest on the Definitive
Registered Debentures may also be made, in the case of a holder of at least US
$1,000,000 aggregate principal amount of Perpetual Junior Subordinated
Debentures by wire transfer to a US Dollar account maintained by the payee
with a bank in the US; provided that such holder elects payment by wire
transfer by giving written notice to the Debenture Trustee or a Paying Agent
to such effect designating such account no later than 15 days immediately
preceding the relevant due date for payment (or such other date as the
Debenture Trustee may accept in its discretion).
Any monies paid by the Company to the Debenture Trustee or any Paying Agent,
or held by the Company in trust, or the payments of the principal of or any
interest or Additional Amounts on any Perpetual Junior Subordinated Debentures
and remaining unclaimed at the end of two years after such principal, interest
or Additional Amounts become due and payable will be repaid to the Company, or
released from the trust, upon its written request, and upon such repayment or
release all liability of the Company, the Debenture Trustee and such Paying
Agent with respect thereto will cease.
All payments to the Book-Entry Depository in respect of the Global
Debenture, and all payments to the holders of the Definitive Registered
Debentures, if issued, will be made without deduction or withholding for any
UK taxes or other governmental charges, or if any such deduction or
withholding is required to be made under the provisions of any applicable UK
law or regulation, except as described under "--Additional Amounts", such
Additional Amounts will be paid as may be necessary in order that the net
amounts received by any holder of the Global Debenture or of any Definitive
Registered Debenture, after such deduction or withholding, will equal the
amounts that such holder would have otherwise received in respect of the
Global Debenture or of such Definitive Registered Debenture absent such
deduction or withholding.
If the due date for payment of principal or any interest installments or any
Additional Amount in respect of any Perpetual Junior Subordinated Debenture is
not a Business Day, the holder thereof will not be entitled to payment of the
amount due until the next succeeding Business Day and will not be entitled to
any further interest or other payment in respect of any such delay.
Redemption
In the event the Global Debenture (or a portion thereof) is redeemed, the
Book-Entry Depository will deliver all amounts received by it in respect of
the redemption of the Global Debenture to the persons entitled thereto and (in
the case of redemption in full) surrender the Global Debenture to the
Debenture Trustee for cancellation. The redemption price payable in connection
with the redemption of interests in a Book-Entry Interest will be equal to the
amount received by the Book-Entry Depository in connection with the redemption
of the Global Debentures (or a portion thereof). For any redemption of the
Global Debenture in part, if the Perpetual Junior Subordinated Debentures are
held through the facilities of DTC, selection of interests in the related
Book-Entry Interest to be redeemed will be made in accordance with the
procedures of DTC. Once redeemed in part, a new Global Debenture in the
principal amount equal to the unredeemed portion thereof will be issued and
delivered to the Book-Entry Depository.
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Action by Holders of Perpetual Junior Subordinated Debentures
As soon as practicable after receipt by the Book-Entry Depository of notice
of any solicitation of consents or request for a waiver or other action by the
holders of Perpetual Junior Subordinated Debentures, the Book-Entry Depository
will mail to Entergy London Capital (or, if the Book-Entry Interests
representing the Perpetual Junior Subordinated Debentures are then held
through the facilities of DTC, to DTC) a notice containing (a) such
information as is contained in such notice, (b) a statement that at the close
of business on a specified record date Entergy London Capital (or DTC, as
applicable) will be entitled to instruct the Book-Entry Depository as to the
consent, wavier or other action, if any, pertaining to the Perpetual Junior
Subordinated Debentures and (c) a statement as to the manner in which such
instructions may be given. Upon the written request of the General Partner (or
DTC, as applicable), the Book-Entry Depository shall endeavor insofar as
practicable to take such action regarding the requested consent, waiver or
other action in respect of the Perpetual Junior Subordinated Debentures in
accordance with any instructions set forth in such request. DTC is expected to
follow procedures described under "Description of the Preferred Securities--
Book-Entry Issuance" with respect to soliciting instructions from
Participants. The Book-Entry Depository will not exercise any discretion in
the granting of consents or waivers or the taking of any other action relating
to the Deposit Agreement or the Indenture.
Meetings of Holders of Perpetual Junior Subordinated Debentures
A meeting of the holders of Perpetual Junior Subordinated Debentures may be
called at any time from time to time pursuant to the Indenture (a) to give any
notice to the Company or to the Debenture Trustee, or to consent to the
waiving of any Debenture Event of Default and its consequence, or to take any
other action authorized to be taken by holders, (b) to remove the Debenture
Trustee and appoint a successor trustee, or (c) to consent to the execution of
a supplemental indenture.
To be entitled to vote at any meeting of holders, a person shall be (a) a
holder or (b) a person appointed by an instrument in writing as proxy for a
holder or holders by such holder or holders. The only persons who shall be
entitled to be present or to speak at any meeting of holders shall be the
persons so entitled to vote at such meeting and their counsel, any
representatives of the Debenture Trustee and its counsel, and any
representatives of the Company and its counsel.
At any meeting of holders, the persons holding or representing Perpetual
Junior Subordinated Debentures in an aggregate principal amount sufficient
under the appropriate provision of the Indenture to take action upon the
business for the transaction of which such meeting was called shall constitute
a quorum. No action at a meeting of holders shall be effective unless approved
by persons holding or representing Perpetual Junior Subordinated Debentures in
the aggregate principal amount required by the provision of the Indenture
pursuant to which such action is being taken. At any meeting of holders, each
holder or proxy shall be entitled to one vote for each $25 principal amount of
outstanding Perpetual Junior Subordinated Debentures held or represented.
At any time prior to (but not after) the evidencing to the Debenture Trustee
of the taking of any action at a meeting of holders by the holders of the
percentage in aggregate principal amount of the Perpetual Junior Subordinated
Debentures specified in the Indenture in connection with such action, any
holder of a Perpetual Junior Subordinated Debenture the serial number of which
is included in the Perpetual Junior Subordinated Debentures the holders of
which have consented to such action may, by filing written notice with the
Debenture Trustee at its principal corporate trust office and upon proof of
holding as provided in the Indenture, revoke such consent so far as concerns
such Perpetual Junior Subordinated Debentures. Except as aforesaid any such
consent given by the holder of any Perpetual Junior Subordinated Debentures
shall be conclusive and binding upon such holder and upon all future holders
and owners of such Perpetual Junior Subordinated Debentures and of any
securities issued in exchange therefor, in lieu thereof or upon transfer
thereof, irrespective of whether
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or not any notation in regard thereto is made upon such securities. Any action
taken by the holders of the percentage in aggregate principal amount of the
holders specified in the Indenture in connection with such action shall be
conclusively binding upon the Company, the Debenture Trustee and the holders
of all the Perpetual Junior Subordinated Debentures.
Reports and Notices
So long as the Perpetual Junior Subordinated Debentures are listed on the
Luxembourg Stock Exchange and the rules of such Stock Exchange so require,
notice to holders of the Perpetual Junior Subordinated Debentures will be
published in a leading newspaper having general circulation in Luxembourg
(which is expected to be the Luxembourg Wort) in addition to notifying the
Book-Entry Depository and any registered holders of the Perpetual Junior
Subordinated Debentures. If any Perpetual Junior Subordinated Debentures have
been distributed to holders of Preferred Securities, the Book-Entry Depository
will immediately send to DTC a copy of any notices, reports and other
communications received by it relating to the Company or the Perpetual Junior
Subordinated Debentures. In the case of Definitive Registered Debentures, all
notices regarding the Perpetual Junior Subordinated Debentures will, in
addition to publication as referred to above, be mailed to holders by first-
class mail at their respective addresses as they appear on the registration
books of the registrar.
Amendment and Termination
The Deposit Agreement may be amended by agreement between the Company and
the Book-Entry Depository, and the consent of DTC shall not be required in
connection with any amendment to the Deposit Agreement (i) to cure any formal
defect, omission, inconsistency or ambiguity in the Deposit Agreement, (ii) to
add to the covenants and agreements of the Company or the Book-Entry
Depository, (iii) to effect the assignment of the Book-Entry Depository's
rights and duties to a qualified successor, (iv) to comply with the Securities
Act, the Exchange Act, or the Investment Company Act, or any other applicable
securities laws, (v) to modify the Deposit Agreement in connection with an
amendment of the Indenture that does not require the consent of the holders of
Perpetual Junior Subordinated Debentures or (vi) to modify, alter, amend or
supplement the Deposit Agreement in any other respect not inconsistent with
such agreement which, in the opinion of counsel acceptable to the Company, is
not materially adverse to DTC (if any Perpetual Junior Subordinated Debentures
are then held through the facilities of DTC) or the beneficial owners of the
interests in the Book-Entry Interests. No amendment that materially adversely
affects any holder or beneficial owner of an interest in the Book-Entry
Interests may be made to the Deposit Agreement without the consent of such
holder or beneficial owner.
If Definitive Registered Debentures are issued by the Company in exchange
for the entire Global Debenture, the Book-Entry Depository, as holder of the
Global Debenture, will surrender the Global Debenture against receipt of the
Definitive Registered Debentures and distribute the Definitive Registered
Debentures to the holders of Book-Entry Interests (or such other persons as
the Book-Entry Depository becomes aware are entitled thereto), whereupon the
Deposit Agreement will terminate. The Deposit Agreement may also be terminated
upon the resignation of the Book-Entry Depository if no successor has been
appointed within 120 days.
Resignation of Book-Entry Depository
The Book-Entry Depository may at any time resign as Book-Entry Depository
with respect to the Global Debenture. If a successor depository meeting the
requirements specified in the Deposit Agreement has agreed to enter into
arrangements with the same effect as the Deposit Agreement, the Book-Entry
Depository shall deliver the Global Debenture to that successor. If no such
successor has so agreed within 120 days, the terms of the Deposit Agreement
will oblige the Book-Entry Depository to request the Company to issue
Definitive Registered Debentures with respect to the
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Global Debenture. On receipt of such Definitive Registered Debentures, the
Book-Entry Depository will surrender the Global Debenture and distribute such
Definitive Registered Debentures to the persons entitled thereto. The Deposit
Agreement will then terminate.
Obligation of Book-Entry Depository
The Book-Entry Depository will assume no obligation or liability under the
Deposit Agreement other than to act in good faith without negligence or
willful misconduct in the performance of its duties thereunder.
Definitive Perpetual Junior Subordinated Debentures
Owners of interests in a Book-Entry Interest will be entitled to receive
definitive Perpetual Junior Subordinated Debentures in registered form
("Definitive Registered Debentures") in respect of such interest only if a
Debenture Event of Default has occurred and is continuing with respect to the
Perpetual Junior Subordinated Debentures and the holder, in such circumstance,
upon instructions from owners of interests representing a majority in
outstanding principal amount in such Book-Entry Interest shall have requested
in writing that the Global Debenture be exchanged for one or more Definitive
Registered Debentures. If any owners of interests in a Book-Entry Interest
make a request pursuant to the preceding sentence, all of the owners of
interests in such Book-Entry Interest will receive Definitive Registered
Debentures in respect of their interests. In addition, Definitive Registered
Debentures shall be issued if at any time (a) DTC notifies the Company and the
Book-Entry Depositary that it is unwilling to or unable to continue to hold
the Book-Entry Interests or if any time it ceases to be a "clearing agency"
registered under the Exchange Act and, in either case, a successor is not
appointed by the Company within 120 days, (b) the Book-Entry Depository
notifies the Company that it is unwilling or unable to continue as Book-Entry
Depository with respect to the Global Debenture and no successor is appointed
by the Company within 120 days or (c) the Company in its sole discretion
determines that Definitive Registered Debentures shall be issued and executes
and delivers to the Debenture Trustee an officer's certificate providing that
the Global Debenture shall be so exchanged. Definitive Registered Debentures
so issued will be issued in denominations of $25 or integral multiples thereof
and will be issued in registered form only, without coupons. Such Definitive
Registered Debentures shall be registered in the name or names of such person
or persons as the Book-Entry Depository shall notify the Debenture Trustee. If
the Book-Entry Interests are then held through the facilities of DTC, it is
expected that such instructions may be based upon directions received by DTC
from its Participants with respect to ownership of beneficial interests in the
Book-Entry Interests. See "Certain Income Tax Considerations--UK Income Tax
Considerations".
In the event that Definitive Registered Debentures are issued, a holder may
transfer or exchange the Definitive Registered Debentures in accordance with
the Indenture. The Debenture Trustee may require a holder, among other things,
to furnish appropriate endorsements and transfer documents, and the Company
may require a holder to pay any taxes and fees required by law or permitted by
the Indenture. The Company is not required to transfer or exchange any
Perpetual Junior Subordinated Debentures selected for redemption or for a
period of 15 days before a selection of Perpetual Junior Subordinated
Debentures to be redeemed. Upon the issuance of Definitive Registered
Debentures, holders will be able to transfer and exchange Definitive
Registered Debentures at the offices of the Paying and Transfer Agents;
provided, that all transfers and exchanges must be effected in accordance with
the terms of the Indenture and, among other things, be recorded in the
register maintained by the registrar.
GOVERNING LAW; SUBMISSION TO JURISDICTION
The Indenture and the Perpetual Junior Subordinated Debentures will be
governed by and construed in accordance with the laws of the State of New
York. Any suit, legal action or proceeding
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against the Company or its properties, assets or revenues with respect to its
obligations, liabilities or any other matter arising out of or in connection
with the Indenture or a Subordinated Debenture may be brought in the Supreme
Court of New York, New York County or in the United States District Court for
the Southern District of New York and any appellate court from either thereof.
The Company has submitted to the non-exclusive jurisdiction of such courts for
the purposes of any such proceeding and has irrevocably waived, to the fullest
extent it may effectively do so, any objection to the laying of venue of any
such proceeding in any such court and the defense of an inconvenient forum.
INFORMATION CONCERNING THE DEBENTURE TRUSTEE
The Debenture Trustee shall have, and shall be subject to, all the duties
and responsibilities specified with respect to an indenture trustee under the
Trust Indenture Act. Subject to such provisions, the Debenture Trustee is
under no obligation to exercise any of the powers vested in it by the
Indenture at the request of any holder of Perpetual Junior Subordinated
Debentures, unless offered reasonable indemnity by such holder against the
costs, expenses and liabilities which might be incurred thereby. The Debenture
Trustee is not required to expend or risk its own funds or otherwise incur
personal financial liability in the performance of its duties if the Debenture
Trustee reasonably believes that repayment or adequate indemnity is not
reasonably assured to it.
RELATIONSHIP AMONG THE PREFERRED SECURITIES,
THE PERPETUAL JUNIOR SUBORDINATED DEBENTURES AND THE GUARANTEE
As long as payments of interest and other payments are made when due on the
Perpetual Junior Subordinated Debentures, such payments will be sufficient to
cover Distributions and other payments due on the Preferred Securities,
primarily because (i) the aggregate principal amount of the Perpetual Junior
Subordinated Debentures will be equal to the sum of the aggregate Liquidation
Preference Amount of the Preferred Securities and the capital contribution of
the General Partner; (ii) the interest rate and interest and other payment
dates on the Perpetual Junior Subordinated Debentures will match the
Distribution rate and Distribution and other payment dates for the Preferred
Securities; (iii) the Partnership Agreement provides that the General Partner
shall pay for all and any costs, expenses and liabilities of Entergy London
Capital except Entergy London Capital's obligations to holders of the
Preferred Securities under such Preferred Securities; and (iv) the Partnership
Agreement further provides that Entergy London Capital will not engage in any
activity that is not consistent with the limited purposes of Entergy London
Capital.
Payments of Distributions and other amounts due on the Preferred Securities
(to the extent Entergy London Capital has funds available for the payment of
such Distributions) are irrevocably guaranteed by the Company as and to the
extent set forth under "Description of the Guarantee". Taken together, the
Company's obligations under the Perpetual Junior Subordinated Debentures, the
Indenture, the Partnership Agreement, and the Guarantee provide a full,
irrevocable and unconditional guarantee of payments of Distributions and other
amounts due on the Preferred Securities. No single document standing alone or
operating in conjunction with fewer than all of the other documents
constitutes such guarantee. It is only the combined operation of these
documents that has the effect of providing a full, irrevocable and
unconditional guarantee of Entergy London Capital's obligations under the
Preferred Securities. If and to the extent that the Company does not make
payments on the Perpetual Junior Subordinated Debentures, Entergy London
Capital will not pay Distributions or other amounts due on the Preferred
Securities. The Guarantee does not cover payment of Distributions when Entergy
London Capital does not have sufficient funds to pay such Distributions. In
such event, the remedies of holders of the Preferred Securities are as
described above under "Description of the Perpetual Junior Subordinated
Debentures--Debenture Events of Default" and "Description of the Preferred
Securities--Voting Rights; Amendment of Partnership Agreement". The
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obligations of the Company under the Guarantee are subordinate and junior in
right of payment to all Senior Debt of the Company.
Notwithstanding anything to the contrary in the Indenture, the Company has
the right to set-off any payment it is otherwise required to make thereunder
with and to the extent the Company has theretofore made, or is concurrently on
the date of such payment making, a payment under the Guarantee.
A holder of any Preferred Security may institute a legal proceeding directly
against the Company to enforce its rights under the Guarantee without first
instituting a legal proceeding against the Guarantee Trustee, the General
Partner or any other person or entity.
The Preferred Securities evidence the rights of the holders thereof in
Entergy London Capital and Entergy London Capital exists for the sole purpose
of issuing the Preferred Securities and investing the proceeds thereof in the
Perpetual Junior Subordinated Debentures. A principal difference between the
rights of a holder of a Preferred Security and the rights of a holder of a
Perpetual Junior Subordinated Debenture is that a holder of a Perpetual Junior
Subordinated Debenture is entitled to receive the principal amount of and
interest accrued on Perpetual Junior Subordinated Debentures held, if and when
due, while a holder of Preferred Securities is entitled to receive
Distributions only from Entergy London Capital (or from the Company under the
Guarantee) if and to the extent Entergy London Capital has funds available for
the payment of such Distributions.
Upon any voluntary or involuntary dissolution, winding-up or liquidation of
Entergy London Capital not involving the distribution of the Perpetual Junior
Subordinated Debentures, after satisfaction of creditors of Entergy London
Capital, if any, as provided by the Delaware Act, the holders of Preferred
Securities will be entitled to receive, out of assets held by Entergy London
Capital, the Liquidation Distribution in cash. See "Description of the
Preferred Securities--Liquidation Distribution upon Dissolution". Upon any
voluntary or involuntary liquidation or bankruptcy of the Company, Entergy
London Capital, as holder of the Perpetual Junior Subordinated Debentures,
would be a subordinated creditor of the Company, subordinated in right of
payment to all Senior Debt, but entitled to receive payment in full of
principal and interest, before any stockholders of the Company receive
payments or distributions. Since the Company is the guarantor under the
Guarantee and has agreed to pay all costs, expenses and liabilities of Entergy
London Capital (other than Entergy London Capital's obligations to the holders
of the Preferred Securities), the positions of a holder of Preferred
Securities and a holder of Perpetual Junior Subordinated Debentures relative
to other creditors and to stockholders of the Company in the event of
liquidation or bankruptcy of the Company would be substantially the same.
A default or event of default under any Senior Debt would not constitute a
default or Debenture Event of Default. However, in the event of payment
defaults under, or acceleration of, Senior Debt, the subordination provisions
of the Indenture provide that no payments may be made in respect of the
Perpetual Junior Subordinated Debentures until such Senior Debt has been paid
in full or any payment default thereunder has been cured or waived. Failure to
make required payments on any Perpetual Junior Subordinated Debentures would
constitute a Debenture Event of Default.
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CERTAIN INCOME TAX CONSIDERATIONS
THIS SUMMARY IS OF A GENERAL NATURE AND IS INCLUDED SOLELY FOR INFORMATIONAL
PURPOSES. IT IS NOT INTENDED TO BE, NOR SHOULD IT BE CONSTRUED TO BE, LEGAL OR
TAX ADVICE. PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH
RESPECT TO THEIR PARTICULAR CIRCUMSTANCES AND THE EFFECT OF STATE, LOCAL OR
FOREIGN LAWS, INCLUDING UK TAX LAWS, TO WHICH THEY MAY BE SUBJECT.
UK INCOME TAX CONSIDERATIONS
The comments below are of a general nature based on current UK law and UK
Inland Revenue practice and represent the opinion of Linklaters & Paines,
special UK counsel to the Company, so far as such comments relate to matters
of law or legal conclusions. They relate only to holders of Perpetual Junior
Subordinated Debentures who are the absolute beneficial owners thereof and
related interest and may not apply to certain classes of persons such as
dealers. Any prospective holders of Preferred Securities who are in any doubt
as to the tax position should consult their professional advisers.
Payments on the Perpetual Junior Subordinated Debentures
For UK tax purposes, while the Perpetual Junior Subordinated Debentures
remain represented by the Global Debenture in bearer form and continue to be
listed on the Luxembourg Stock Exchange or some other stock exchange
recognized by the UK Inland Revenue, payments of interest to Entergy London
Capital or any other holder may be made without withholding or deduction for
or on account of UK income tax for so long as the Company's paying agent, the
Book-Entry Depository, and Entergy London Capital are outside the UK.
In other cases, and in particular if Definitive Registered Debentures are
issued, interest will be paid after deduction of UK income tax (currently at
the rate of 20%). A US holder of Perpetual Junior Subordinated Debentures may
be eligible to recover in full any UK tax withheld from payments of interest
to which such holder is beneficially entitled by making a claim under the
US/UK Double Tax Treaty on the appropriate form. Alternatively, a claim may be
made by a US holder in advance of a payment of interest. If the claim is
accepted by the UK Inland Revenue, they will authorize subsequent payments to
that US holder to be made without withholding of UK income tax. Claims for
repayment must be made within six years of the end of the UK year of
assessment (generally April 5 in each year) to which the interest relates and
must be accompanied by the original statement provided by the Company when the
interest payment was made showing the amount of UK income tax deducted.
Because a claim is not considered until the UK tax authorities receive the
appropriate form from the Internal Revenue Service (the "IRS"), forms should
be sent to the IRS, in the case of an advance claim, well before the relevant
interest payment date or, in the case of a claim for the repayment of the tax,
well before the end of the appropriate limitation period.
Holders of Perpetual Junior Subordinated Debentures in other jurisdictions
may be entitled to a refund of all or part of any UK income tax deducted or
withheld or to make a claim for interest on the Perpetual Junior Subordinated
Debentures to be paid without, or subject to a reduced rate of, deduction or
withholding under the provisions of an applicable double tax treaty.
A refund of all or part of any UK income tax deducted or withheld may,
depending on individual circumstances, be available to a holder of Perpetual
Junior Subordinated Debentures who is resident in the UK or who carries on a
trade, profession or vocation in the UK through a branch or agency to which
the Preferred Securities are attributable, or who falls within certain other
categories.
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Holders of Preferred Securities should be aware that under current UK tax
law upon the issuance of Definitive Registered Debentures the interest payable
on such Definitive Registered Debentures will (subject to any entitlement to
make a claim under the provisions of an applicable double tax treaty as
described above) become subject to UK withholding tax, currently at the rate
of 20%. Such holders will be entitled to the payment of Additional Amounts in
respect of the tax withheld, except as set forth under "Description of the
Perpetual Junior Subordinated Debentures--Additional Amounts" and under
"Description of the Perpetual Junior Subordinated Debentures--Form, Book-Entry
Procedures and Transfer--Definitive Subordinated Debentures", and then subject
to the right of the Company in certain circumstances to redeem the Perpetual
Junior Subordinated Debentures. See "Description of the Perpetual Junior
Subordinated Debentures--Optional Tax Redemption".
Interest on the Perpetual Junior Subordinated Debentures constitutes UK
source income and, as such, may be subject to UK income tax by direct
assessment even where paid without deduction or withholding. However, UK tax
chargeable on interest from a UK source beneficially owned by persons not
regarded as resident in the UK for tax purposes will normally be limited to
the tax, if any, deducted at source on payment of such interest. This will not
apply if interest is beneficially owned by a person who is not resident for
tax purposes in the UK if that person carries on a trade, profession or
vocation in the UK through a UK branch or agency in connection with which the
interest is received or to which the Perpetual Junior Subordinated Debentures
are attributable. There are exemptions for interest received by certain
categories of agent (such as some brokers and investment managers).
US INCOME TAX CONSIDERATIONS
This section is a summary of the material US Federal income tax
considerations that may be relevant to prospective purchasers of Preferred
Securities and represents the opinion of Reid & Priest LLP, special counsel to
the Company and Entergy London Capital, insofar as it relates to matters of
law and legal conclusions. This section is based upon current provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), existing and
proposed regulations thereunder and current administrative rulings and court
decisions, all of which are subject to change. Subsequent changes may cause
tax consequences to vary substantially from the consequences described below.
No attempt has been made in the following discussion to comment on all US
Federal income tax matters affecting purchasers of Preferred Securities.
Moreover, the discussion focuses solely on holders of Preferred Securities who
are individual citizens or residents of the US ("US Holder") that hold the
Preferred Securities as a capital asset and has only limited application to
corporations, estates, trusts, non-resident aliens or foreign corporations.
Accordingly, each prospective purchaser of Preferred Securities should
consult, and should depend on, his or her own tax advisor in analyzing the
Federal, state, local and foreign tax consequences of the purchase, ownership
or disposition of Preferred Securities.
Income from Preferred Securities
In the opinion of Reid & Priest LLP, for US Federal income tax purposes, (i)
Entergy London Capital will be treated as a partnership and (ii) the Perpetual
Junior Subordinated Debentures will be treated as equity.
Each holder of Preferred Securities (a "Preferred Securityholder") will be
required to include in gross income the Preferred Securityholder's
distributive share of the net income of Entergy London Capital, which
generally will not exceed the distributions received on the Preferred
Securities. Such income will be ordinary income that will not be eligible for
the dividends received deduction. For that purpose, interest income and the
Additional Interest will generally be treated as foreign source
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"passive" or, in the case of certain Preferred Securityholders, "financial
services" income for foreign tax credit purposes. The rules relating to
foreign tax credits are extremely complex, and US Holders should consult their
own tax advisors regarding the availability of a foreign tax credit and the
application of the foreign tax credit to their particular situation.
Disposition of Preferred Securities
Gain or loss will be recognized on a sale of Preferred Securities, including
a redemption for cash, equal to the difference between the amount realized and
the Preferred Securityholder's tax basis for the Preferred Securities sold.
Gain or loss recognized by a Preferred Securityholder on the sale or exchange
of Preferred Securities held for more than one year will generally be taxable
as long-term capital gain or loss. The maximum effective US Federal income tax
rate applicable to gains resulting from the sale of capital assets held by
individuals for longer than one year but less than 18 months is 28%. The
maximum effective tax rate on long-term capital gain will decrease to 20% if
the Preferred Securities are held for more than 18 months. Beginning in the
year 2006, capital assets held for more than five years will qualify for a
maximum 18% effective tax rate.
Receipt of Perpetual Junior Subordinated Debentures or Cash In Certain
Circumstances
The General Partner has the right, at any time, to dissolve Entergy London
Capital and to cause Perpetual Junior Subordinated Debentures to be
distributed to the holders of the Preferred Securities in liquidation of
Entergy London Capital. Such liquidating distribution will generally be tax-
free to each holder and will result in each holder of Preferred Securities
receiving an aggregate tax basis in its Perpetual Junior Subordinated
Debentures equal to such holder's aggregate tax basis in its Preferred
Securities. A holder's holding period in the Perpetual Junior Subordinated
Debentures will include the holding period for which the Preferred Securities
were held by each holder. If a liquidation of Entergy London Capital occurs
following a determination that due to a change in law, Entergy London Capital
is subject to US Federal income tax with respect to the amounts received on
the Perpetual Junior Subordinated Debentures, then such liquidation will be
taxable to the holders of the Preferred Securities. Gain or loss will be
recognized in the amount measured by the difference between the fair market
value of the Perpetual Junior Subordinated Debentures received in the
liquidation and the holder's aggregate tax basis in its Preferred Securities.
In such cases the holding period for the Perpetual Junior Subordinated
Debentures received in the liquidation will not include the period during
which the Preferred Securities were held.
The Perpetual Junior Subordinated Debentures may be redeemed for cash and
the proceeds of such redemption distributed to holders in redemption of their
Preferred Securities. Such redemption of the Preferred Securities would, for
US Federal income tax purposes, constitute a taxable disposition of the
redeemed Preferred Securities and a holder would recognize gain or loss as if
it had sold such redeemed Preferred Securities for cash. See "--Disposition of
Preferred Securities".
Entergy London Capital Information Returns and Audit Procedures
The General Partner will furnish each Preferred Securityholder with an
income information statement each year setting forth such Preferred
Securityholder's allocable share of income for the prior calendar year. The
General Partner is required to furnish this statement as soon as practicable
following the end of the year, but in any event prior to March 31.
Any person who holds Preferred Securities as a nominee for another person is
required to furnish to Entergy London Capital (a) the name, address and
taxpayer identification number of the beneficial owner and the nominee; (b)
information as to whether the beneficial owner is (i) a person that is not a
US person, (ii) a foreign government, an international organization or any
wholly-owned agency or
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instrumentality of either of the foregoing, or (iii) a tax-exempt entity; (c)
the amount and description of Preferred Securities held, acquired or
transferred for the beneficial owner; and (d) certain information including
the dates of acquisitions and transfers, means of acquisitions and transfers
and acquisition cost for purchases, as well as the amount of net proceeds from
sales. Brokers and financial institutions are required to furnish additional
information, including whether they are US persons and certain information on
Preferred Securities they acquire, hold or transfer for their own accounts. A
penalty of $50 per failure (up to a maximum of $100,000 per calendar year) is
imposed by the Code for failure to report such information to Entergy London
Capital. The nominee is required to supply the beneficial owners of the
Preferred Securities with the information furnished to Entergy London Capital.
The General Partner, as the tax matters partner, will be responsible for
representing the Preferred Securityholders in any dispute with the IRS. The
Code provides for administrative examination of a partnership as if the
partnership were a separate and distinct taxpayer. Generally, the statute of
limitations for partnership items does not expire before three years since the
later of the filing or the last date for filing of the partnership information
return. Any adverse determination following an audit of the return of Entergy
London Capital by the appropriate tax authorities could result in an
adjustment of the returns of the Preferred Securityholders, and, under certain
circumstances, a Preferred Securityholder may be precluded from separately
litigating a proposed adjustment to the items of Entergy London Capital. An
adjustment could also result in an audit of a Preferred Securityholder's
return and adjustments of items not related to the income and losses of
Entergy London Capital.
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UNDERWRITING
Subject to the terms and conditions of the Underwriting Agreement, the
Company and Entergy London Capital have agreed that Entergy London Capital
will sell to each of the Underwriters named below, and each of such
Underwriters, for whom Goldman, Sachs & Co., and
are acting as representatives, has severally agreed to
purchase from Entergy London Capital the respective number of Preferred
Securities set forth opposite its name below:
<TABLE>
<CAPTION>
NUMBER OF
PREFERRED
UNDERWRITER SECURITIES
----------- ----------
<S> <C>
Goldman, Sachs & Co............................................
----------
Total........................................................ 12,000,000
</TABLE>
Subject to the terms and conditions set forth in the Underwriting Agreement,
the Underwriters are committed to take and pay for all such Preferred
Securities offered hereby, if any are taken, provided, that under certain
circumstances involving a default of one or more Underwriters, less than all
of the Preferred Securities may be purchased. Default by one Underwriter would
not relieve any non-defaulting Underwriter from its several obligation, and in
the event of such a default, the non-defaulting Underwriters may be required
by the Company to purchase the Preferred Securities that they have severally
agreed to purchase and, in addition, to purchase the Preferred Securities that
the defaulting Underwriter or Underwriters shall have failed to purchase up to
an amount equal to one-ninth of the Preferred Securities that such non-
defaulting Underwriter or Underwriters have otherwise agreed to purchase.
The Underwriters propose to offer the Preferred Securities in part directly
to the public at the initial public offering price set forth on the cover page
of this Prospectus, and in part to certain securities dealers at such price
less a concession of not to exceed $ per Preferred Security. The
Underwriters may allow, and such dealers may reallow, a concession of not to
exceed $ per Preferred Security to certain brokers and dealers. After
the Preferred Securities are released for sale to the public, the offering
price and other selling terms may from time to time be varied by the
representatives.
In view of the fact that the proceeds from the sale of the Preferred
Securities will be used to purchase the Perpetual Junior Subordinated
Debentures, the Underwriting Agreement provides that the Company will pay as
Underwriters' Compensation for the Underwriters arranging the investment
therein of such proceeds an amount of $ per Preferred Security
($ per Preferred Security sold to certain institutions) for the
accounts of the several Underwriters.
The Company and Entergy London Capital have agreed that, during the period
beginning from the date of the Underwriting Agreement and continuing to and
including the earlier of (i) the termination of trading restrictions on the
Preferred Securities, as determined by the Underwriters, and (ii) 30 days
after the closing date, they will not offer, sell, contract to sell or
otherwise dispose of any limited partner interests in Entergy London Capital,
or any preferred stock or any other securities of Entergy London Capital or
the Company that are substantially similar to the Preferred Securities,
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including any guarantee of such securities, or any securities convertible into
or exchangeable for or that represent the right to receive limited partner
interests, preferred stock or any such substantially similar securities of
Entergy London Capital or the Company, without the prior written consent of
the representatives, except for the Preferred Securities and the Guarantee.
Prior to this offering, there has been no public market for the Preferred
Securities. Application will be made to list the Preferred Securities on the
NYSE. In order to meet one of the requirements for listing the Preferred
Securities on the NYSE, the Underwriters will undertake to sell lots of 100 or
more Preferred Securities to a minimum of 400 beneficial holders. Trading of
the Preferred Securities on the NYSE is expected to commence within a seven-
day period after the initial delivery of the Preferred Securities. The
representatives have advised the Company that they intend to make a market in
the Preferred Securities prior to commencement of trading on the NYSE, but are
not obligated to do so and may discontinue market making at any time without
notice. No assurance can be given as to the liquidity of the trading market
for the Preferred Securities.
In connection with the offering, the Underwriters may purchase and sell the
Preferred Securities in the open market. These transactions may include over-
allotment and stabilizing transactions and purchases to cover short positions
created by the Underwriters in connection with the offering. Stabilizing
transactions consist of certain bids or purchases for the purpose of
preventing or retarding a decline in the market price of the Preferred
Securities; and short positions created by the Underwriters involve the sale
by the Underwriters of a greater number of Preferred Securities than they are
required to purchase from Entergy London Capital in the offering. The
Underwriters also may impose a penalty bid, whereby selling concessions
allowed to broker-dealers in respect of the Preferred Securities sold in the
offering may be reclaimed by the Underwriters in stabilizing or covering
transactions. These activities may stabilize, maintain or otherwise affect the
market price of the Preferred Securities, which may be higher than the price
that might otherwise prevail in the open market; and these activities, if
commenced, may be discontinued at any time. These transactions may be effected
in the over-the-counter market or otherwise.
Each Underwriter has also agreed that (a) it has not offered or sold and
prior to the date six months after the date of issuance of the Preferred
Securities will not offer or sell any Preferred Securities to persons in the
UK except to persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or agent) for the
purposes of their businesses or otherwise in circumstances which have not
resulted and will not result in an offer to the public in the UK within the
meaning of the Public Offers of Securities Regulations 1995, (b) it has
complied, and will comply with all applicable provisions of the Financial
Services Act 1986 of Great Britain with respect to anything done by it in
relation to the Preferred Securities in, from or otherwise involving the UK,
and (c) it has only issued or passed on and will only issue or pass on in the
UK any document received by it in connection with the issuance of the
Preferred Securities to a person who is of a kind described in Article 11(3)
of the Financial Services Act 1986 (Investment Advertisements) (Exemptions)
Order 1995 of Great Britain or is a person to whom the document may otherwise
lawfully be issued or passed on.
The Company and Entergy London Capital have agreed to indemnify the several
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended.
Certain of the Underwriters or their affiliates have provided from time to
time, and expect to provide in the future, investment or commercial banking
services to the Company and its affiliates, for which such Underwriters or
their affiliates have received or will receive customary fees and commissions.
102
<PAGE>
EXPERTS
The consolidated balance sheet of Entergy Power UK plc as of March 31, 1997,
and consolidated statements of operations, cash flows and changes in
shareholder's equity and related financial statement schedule for the period
from October 9, 1996 (date of inception) to March 31, 1997, and the
consolidated balance sheet of London Electricity plc as of March 31, 1996, and
consolidated statements of operations, cash flows and changes in shareholders'
equity and related financial statement schedule for the period from April 1,
1996 to January 31, 1997 and the years ended March 31, 1996 and 1995, included
in this prospectus, have been included herein in reliance on the reports of
Coopers & Lybrand L.L.P., independent accountants, given on the authority of
that firm as experts in accounting and auditing.
LEGAL OPINIONS
Certain matters of Delaware law relating to the validity of the Preferred
Securities will be passed upon by Richards, Layton & Finger, special Delaware
counsel to the Company and Entergy London Capital. Certain legal matters
relating to English law, including taxation, corporate matters and the binding
nature of the Perpetual Junior Subordinated Debentures and agreements related
thereto, will be passed upon for the Company by Linklaters & Paines, London,
England. Certain matters relating to the Perpetual Junior Subordinated
Debentures and the Guarantee and US Federal income tax considerations will be
passed upon by Reid & Priest LLP, New York, New York, special counsel to the
Company and Entergy London Capital. Certain legal matters will be passed upon
for the Underwriters by Winthrop, Stimson, Putnam & Roberts, New York, New
York.
103
<PAGE>
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
ENTERGY POWER UK plc AND SUBSIDIARIES (Successor Company)
Report of the Independent Accountants...................................... F-2
Financial Statements:
Consolidated balance sheet as of March 31, 1997.......................... F-3
Consolidated statement of operations for the period from October 9, 1996
(date of inception) to March 31, 1997................................... F-4
Consolidated statement of changes in shareholder's equity for the period
from October 9, 1996 (date of inception) to March 31, 1997.............. F-5
Consolidated statement of cash flows for the period from October 9, 1996
(date of inception) to March 31, 1997................................... F-6
Notes to consolidated financial statements............................... F-7
LONDON ELECTRICITY plc AND SUBSIDIARIES (Predecessor Company)
Report of Independent Accountants.......................................... F-17
Financial Statements:
Consolidated balance sheet as of March 31, 1996.......................... F-18
Consolidated statements of operations for the period from April 1, 1996
to January 31, 1997 and the years ended March 31, 1996 and 1995......... F-19
Consolidated statements of changes in shareholders' equity for the period
from April 1, 1996 to January 31, 1997 and the years ended March 31,
1996 and 1995........................................................... F-20
Consolidated statements of cash flows for the period from April 1, 1996
to January 31, 1997 and the years ended March 31, 1996 and 1995......... F-21
Notes to consolidated financial statements............................... F-22
ENTERGY POWER UK plc AND SUBSIDIARIES (Successor Company) and LONDON
ELECTRICITY plc AND SUBSIDIARIES (Predecessor Company)
Financial Statements:
Unaudited condensed consolidated balance sheet as of September 30, 1997
and 1996................................................................ F-33
Unaudited condensed consolidated statements of operations for the six
month periods ended September 30, 1997 and 1996......................... F-34
Unaudited condensed consolidated statements of cash flows for the six
month periods ended September 30, 1997 and 1996......................... F-35
Notes to unaudited condensed consolidated financial statements........... F-36
Unaudited Pro Forma Financial Statement:
Unaudited pro forma condensed consolidated statement of operations for
the year ended March 31, 1997 with related notes...................... F-40
</TABLE>
F-1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholder of Entergy Power UK plc:
We have audited the accompanying consolidated balance sheet of Entergy Power
UK plc as of March 31, 1997, and the related consolidated statements of
operations, cash flows and changes in shareholder's equity for the period from
October 9, 1996 (date of inception) to March 31, 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Entergy
Power UK plc as of March 31, 1997, and the results of its operations and its
cash flows for the period from October 9, 1996 to March 31, 1997 in conformity
with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
New Orleans, Louisiana
July 31, 1997
F-2
<PAGE>
ENTERGY POWER UK PLC
CONSOLIDATED BALANCE SHEET
MARCH 31, 1997
(IN MILLIONS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
ASSETS
------
<S> <C> <C>
Current assets:
Cash and cash equivalents................................ (Pounds) 25.1 $ 41.0
Accounts receivable:
Customer receivable net of reserve of (Pounds)11.8
($19.3)............................................... 104.8 171.0
Unbilled revenue....................................... 102.4 167.1
Deferred income tax asset ............................... 16.0 26.1
Income tax receivable.................................... 13.1 21.4
Other receivables........................................ 20.3 33.1
Prepayments and other.................................... 5.3 8.7
Inventory................................................ 8.5 13.9
Investments.............................................. 28.2 46.0
--------------- --------
Total current assets................................. 323.7 528.3
--------------- --------
Property, plant and equipment, net of accumulated deprecia-
tion of (Pounds)9.6 ($15.7)............................... 1,265.7 2,065.6
Construction work in progress.............................. 80.9 132.0
Distribution license, net of accumulated amortization of
(Pounds)3.3 ($5.5)........................................ 830.4 1,355.2
Investments, long-term..................................... 10.3 16.8
Long-term receivables...................................... 12.3 20.1
Prepaid pension asset...................................... 145.3 237.1
--------------- --------
Total assets............................................... (Pounds)2,668.6 $4,355.1
=============== ========
<CAPTION>
LIABILITIES AND SHAREHOLDER'S EQUITY
------------------------------------
<S> <C> <C>
Current liabilities:
Current maturities of long-term debt..................... (Pounds) 20.4 $ 33.3
Notes payable............................................ 141.7 231.2
Accounts payable......................................... 125.4 204.7
Income taxes payable..................................... 34.3 56.0
Deferred revenue......................................... 29.6 48.3
Other liabilities........................................ 19.2 31.3
--------------- --------
Total current liabilities............................ 370.6 604.8
Long-term debt............................................. 1,142.9 1,865.2
Deferred income tax liability.............................. 644.4 1,051.7
Other non-current liabilities.............................. 262.4 428.2
--------------- --------
Total liabilities.................................... 2,420.3 3,949.9
--------------- --------
<CAPTION>
Commitments and Contingencies
<S> <C> <C>
Shareholder's equity:
Common stock, (Pounds)1 ($1.63) par value per share,
50,000 shares authorized, issued and outstanding........ 0.1 0.2
Additional paid-in capital............................... 239.9 391.5
Retained earnings........................................ 8.3 13.5
--------------- --------
Total shareholder's equity........................... 248.3 405.2
--------------- --------
Total liabilities and shareholder's equity................. (Pounds)2,668.6 $4,355.1
=============== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-3
<PAGE>
ENTERGY POWER UK PLC
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE PERIOD FROM OCTOBER 9, 1996 TO MARCH 31, 1997
(IN MILLIONS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
PERIOD FROM OCTOBER
9, 1996
TO MARCH 31, 1997
--------------------
<S> <C> <C>
Operating revenues........................................ (Pounds)233.6 $381.2
Cost of sales............................................. 163.6 267.0
------------- ------
Gross profit.............................................. 70.0 114.2
Depreciation and amortization expense..................... 12.9 21.1
Property taxes............................................ 3.5 5.7
Restructuring charges..................................... 8.0 13.1
Selling, general and administrative expenses.............. 13.6 22.2
------------- ------
Income from operations................................ 32.0 52.1
Other expenses............................................ 6.5 10.6
Interest expense, net..................................... 12.7 20.7
------------- ------
Income before income taxes............................ 12.8 20.8
Income taxes.............................................. 4.5 7.3
------------- ------
Net income............................................ (Pounds) 8.3 $ 13.5
============= ======
Earnings per average common share......................... (Pounds) 166 $ 270
------------- ------
Average number of common shares outstanding............... 50,000 50,000
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-4
<PAGE>
ENTERGY POWER UK PLC
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY
FOR THE PERIOD FROM OCTOBER 9, 1996 TO MARCH 31, 1997
(IN MILLIONS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
COMMON STOCK
-------------------------
SHARES ADDITIONAL PAID-IN
AMOUNT CAPITAL RETAINED EARNINGS SHAREHOLDER'S EQUITY
------ ------------------ ---------------------- ------------------- --------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, October 9,
1996................... -- (Pounds) -- $ -- (Pounds) -- $ -- (Pounds) -- $ -- (Pounds) -- $ --
Common stock issued..... 50,000 0.1 0.2 239.9 391.5 -- -- 240.0 391.7
Net income.............. -- -- -- 8.3 13.5 8.3 13.5
------ ------------ ----- -------------- ------- ------------ ------ ------------- ------
Balance, March 31, 1997. 50,000 (Pounds) 0.1 $ 0.2 (Pounds) 239.9 $ 391.5 (Pounds) 8.3 $ 13.5 (Pounds)248.3 $405.2
====== ============ ===== ============== ======= ============ ====== ============= ======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-5
<PAGE>
ENTERGY POWER UK PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM OCTOBER 9, 1996 TO MARCH 31, 1997
(IN MILLIONS)
<TABLE>
<S> <C> <C>
Cash flows from operating activities:
Net income.......................................... (Pounds) 8.3 $ 13.5
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization..................... 12.9 21.1
Deferred income taxes............................. 3.5 5.7
Change in assets and liabilities:
Inventory....................................... 0.9 1.5
Accounts receivable and unbilled revenue........ (3.1) (5.1)
Long-term receivables and other................. (35.1) (57.3)
Accounts payable................................ (18.2) (29.7)
Income taxes payable............................ 7.0 11.4
Other current assets and liabilities............ 21.2 34.6
Other long-term liabilities..................... 66.4 108.4
------------ ---------
Net cash provided by operating activities..... 63.8 104.1
Cash flows from investing activities:
Capital expenditures ............................... (35.9) (58.6)
Acquisition of London Electricity................... (1,174.3) (1,916.5)
Receipt of consumer contributions................... 6.9 11.3
------------ ---------
Net cash used in investing activities......... (1,203.3) (1,963.8)
Cash flows from financing activities:
Proceeds from issuance of debt...................... 945.0 1,542.2
Proceeds from issuance of common stock.............. 240.0 391.7
Net repayments from available lines of credit....... (20.4) (33.2)
------------ ---------
Net cash provided by financing activities..... 1,164.6 1,900.7
------------ ---------
Increase in cash and cash equivalents................. 25.1 41.0
Beginning of period cash and cash equivalents......... -- --
------------ ---------
End of period cash and cash equivalents............... (Pounds)25.1 $ 41.0
============ =========
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Cash paid for interest.............................. (Pounds) 8.2 $ 13.4
============ =========
Cash paid for income taxes.......................... (Pounds) 1.0 $ 1.6
============ =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-6
<PAGE>
ENTERGY POWER UK PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS:
Entergy Power UK plc ("the Company") is an indirect wholly-owned subsidiary
of Entergy Corporation formed on October 9, 1996 (date of inception) for the
purpose of acquiring London Electricity plc ("London Electricity"). London
Electricity is one of twelve regional electricity companies ("RECs") in
England and Wales licensed to supply, distribute and, to a limited extent,
generate electricity. The RECs were created as a result of the privatization
of the United Kingdom ("UK") electric industry in 1990 after the state-owned
low voltage distribution networks were allocated to the then existing twelve
regional boards. London Electricity's main business, the distribution and
supply of electricity to customers in London, England, is regulated under the
terms of London Electricity's Public Electricity Supply License ("PES
license") by the Office of Electricity Regulation (the "Regulator").
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Presentation:
The financial statements of the Company are presented in pounds sterling
((Pounds)) and in conformity with accounting principles generally accepted in
the United States ("US GAAP"). The consolidated financial statements include
the accounts of the Company and its wholly-owned and majority-owned
subsidiaries and have been prepared from records maintained by the Company in
the UK. All significant intercompany accounts and transactions have been
eliminated in consolidation. The Company is not subject to rate regulation,
but rather is subject to price cap regulation and, therefore, the provisions
of Statement of Financial Accounting Standards No. 71, "Accounting for the
Effects of Certain Types of Regulation" ("SFAS 71") do not apply.
These financial statements are presented in pounds sterling ((Pounds)) and
in US dollars ($), solely for the convenience of the reader, at the exchange
rate of (Pounds)1=US $1.632, the noon buying rate in New York City for cable
transfers in pounds sterling as certified for customs purposes by the Federal
Reserve Bank of New York on July 31, 1997.
Use of Estimates in the Preparation of Financial Statements
The preparation of the Company's financial statements, in conformity with
generally accepted accounting principles, requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities and the reported
amounts of revenues and expenses during the reporting period. Adjustments to
the reported amounts of assets and liabilities may be necessary in the future
to the extent that future estimates or actual results are different from the
estimates used in the financial statements.
Revenue Recognition
London Electricity distributes electricity to commercial, residential and
industrial customers within the London area. The Company records revenue net
of value added tax ("VAT") and accrues revenue for services provided but
unbilled at the end of each reporting period. London Electricity purchases
power primarily from the wholesale trading market for electricity in England
and Wales (the "Pool"). The Pool monitors supply and demand between generators
and suppliers, sets prices for generation and provides centralized settlement
of amounts due between generators and suppliers.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity
of three months or less to be cash and cash equivalents.
Property, Plant and Equipment
Property, plant and equipment is stated at original cost and includes
materials, labor and appropriate overhead costs. The Company is entitled,
under certain conditions, to collect cash
F-7
<PAGE>
ENTERGY POWER UK PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
contributions from consumers to fund improvements to the Company's
distribution networks. Consumer contributions are credited against the
historical cost of the asset.
Depreciation is computed by the straight-line method at rates based on the
estimated service lives of each of the various classes of property. Consumer
contributions are amortized into income at a rate of 2.5%. Depreciation rates
on average depreciable property are shown below:
<TABLE>
<S> <C>
Distribution network assets................................... 1.5%--5.0%
Buildings..................................................... 2.5%
Vehicles and mobile plant..................................... 10%--20%
Furniture and equipment, including computer hardware and soft-
ware......................................................... 20%--33%
</TABLE>
Income Taxes
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS
109"). This standard requires that deferred income taxes be recorded for all
temporary differences between the financial statement basis and tax basis of
assets and liabilities and loss carryforwards and that deferred tax balances
be based on enacted tax laws at rates that are expected to be in effect when
the temporary differences reverse.
Distribution License
Distribution license represents the value attributed by the Company to the
license to serve London Electricity customers within its franchise area
acquired in conjunction with the acquisition of London Electricity by the
Company. The license is being amortized over forty years using the straight-
line method. The Company anticipates that its future cash flows will be
sufficient to recover such amortization.
Financial Instruments
The Company enters into interest rate swaps as a part of its overall risk
management strategy and does not hold or issue material amounts of derivative
financial instruments for trading purposes. The Company accounts for its
interest rate swaps in accordance with the concepts established in Statement
of Financial Accounting Standards No. 80, "Accounting for Futures Contracts"
and various Emerging Issue Task Force pronouncements. If the interest rate
swaps were to be sold or terminated, any gain or loss would be deferred and
amortized over the remaining life of the debt instrument being hedged by the
interest rate swap. If the debt instrument being hedged by the interest rate
swaps were to be extinguished, any gain or loss attributable to the swap would
be recognized in the period of the transaction.
The Company considers the carrying amounts of financial instruments
classified as current assets and liabilities to be a reasonable estimate of
their fair value because of the short maturity of these instruments.
Price Control
Charges for distribution of electricity and supply to customers with a
maximum demand under 100Kw are subject to a price control formula set out in
London Electricity's PES license which allows a maximum charge per unit of
electricity. Differences in the charges, or in the purchase cost of
electricity, can result in the under or overrecovery of revenues in a
particular year.
Where there is an overrecovery of supply or distribution business revenues
against the regulated maximum allowable amount, revenues are deferred in an
amount equivalent to the overrecovered amount. The deferred amount is deducted
from operating revenues and included in other liabilities. Where there is an
underrecovery, no anticipation of any potential future recovery is made.
F-8
<PAGE>
ENTERGY POWER UK PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The Company enters into contracts for differences ("CFDs") primarily to
hedge its supply business against the price risk of electricity purchases from
the Pool. Use of these CFDs is carried out within the framework of the
Company's purchasing strategy and hedging guidelines. Risk of loss is
monitored through establishment of approved counterparties and maximum
counterparty limits and minimum credit ratings. Contracts are typically short
term and gains and losses incurred in conjunction with such contracts are
recorded currently as a component of cost of sales.
3. REGULATORY MATTERS:
The distribution business of London Electricity is regulated under its PES
license, pursuant to which revenue of the distribution business is controlled
by the Distribution Price Control Formula ("DPCF"). The DPCF determines the
maximum average price per unit of electricity (expressed in kilowatt hours, a
"unit") that a REC may charge. The elements used in the DPCF are established
for a five-year period and are subject to review by the Regulator at the end
of each five-year period and at other times at the discretion of the
Regulator. At each review the Regulator can adjust the value of certain
elements in the DPCF. Following a review by the Regulator in August 1994, a
14% price reduction was set for London Electricity, effective April 1, 1995.
In July 1995, a further review of distribution prices was concluded by the
Regulator for fiscal years 1997 to 2000. As a result of this further review,
London Electricity's distribution prices were reduced an additional 11%,
effective April 1, 1996, 3% effective April 1, 1997 and will be reduced by a
further 3% on both April 1, 1998 and 1999.
The supply business of London Electricity is also regulated by the
Regulator, and prices are established based upon the Supply Price Control
Formula which is similar to the DPCF; however, it currently allows full pass
through for all properly incurred costs and is set for a four-year period by
the Regulator.
The non-franchise supply market, which typically includes larger commercial
and industrial customers was opened to competition for all customers with
usage above 1Mw upon privatization of the industry in 1990. The non-franchise
supply markets of 100 kW or more were opened to full competition starting in
April 1994.
Currently London Electricity, under its PES license, has the exclusive right
to supply residential and small industrial and commercial customers within its
franchise area. It is anticipated that the supply market for customers will be
fully competitive over a six month period starting in April 1998.
4. INVESTMENTS:
The Company accounts for investments whose fair market values are readily
determinable in accordance with Statement of Financial Accounting Standards
No. 115, "Accounting for Investments for Certain Debt and Equity Securities"
("SFAS 115"). These securities are considered available-for-sale securities
under SFAS 115 and their fair values approximate cost. Other securities whose
fair market values are not readily determinable and in which the Company does
not have a significant interest are recorded at cost.
Investments in companies in which the Company's ownership interests range
from 20% to 50% or investments which are less than 20% owned but over which
the Company exercises significant influence over operating and financial
policies are accounted for using the equity method. The following are the
Company's equity method investments as of March 31, 1997:
<TABLE>
<CAPTION>
INVESTMENT PERCENTAGE OWNERSHIP
---------- --------------------
<S> <C>
London Total Gas Ltd................................. 50%
Thames Valley Power Ltd.............................. 50%
London Total Energy Ltd.............................. 50%
Barking Power Limited................................ 13.5%
</TABLE>
F-9
<PAGE>
ENTERGY POWER UK PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
5. PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment, at cost, consists of the following (in
millions):
<TABLE>
<CAPTION>
MARCH 31, 1997
-------------------------
<S> <C> <C>
Distribution network assets................... (Pounds)1,322.3 $2,158.0
Land and buildings............................ 61.2 99.9
Vehicles and mobile plant..................... 5.8 9.5
Furniture, fixtures and equipment, including
computer hardware and software............... 51.2 83.5
Consumer contributions to construction........ (165.2) (269.6)
--------------- --------
1,275.3 2,081.3
Less accumulated depreciation and
amortization................................. (9.6) (15.7)
--------------- --------
(Pounds)1,265.7 $2,065.6
=============== ========
</TABLE>
6. INCOME TAXES:
The Company's income tax expense for the period from October 9, 1996 to
March 31, 1997 consists of the following (in millions):
<TABLE>
<CAPTION>
PERIOD FROM
OCTOBER 9, 1996
TO MARCH 31, 1997
-----------------
<S> <C> <C>
Current............................................... (Pounds) 1.0 $ 1.6
Deferred.............................................. 3.5 5.7
------------ -----
Total income tax expense............................ (Pounds) 4.5 $ 7.3
============ =====
</TABLE>
The Company's total effective income tax rate of 35% differs from the
Company's statutory rate of 33% primarily due to permanent differences and tax
credits utilized in the Company's income tax return.
Significant components of the Company's net deferred tax liability as of
March 31, 1997 are as follows (in millions):
<TABLE>
<S> <C> <C>
Deferred tax liability
Property-related basis differences.............. (Pounds)352.9 $ 575.9
Prepaid pension asset........................... 47.9 78.2
Distribution license............................ 274.0 447.2
------------- --------
Total......................................... 674.8 1,101.3
Deferred tax asset
Reserves and other timing differences........... 46.4 75.7
------------- --------
Net deferred tax liability.................... (Pounds)628.4 $1,025.6
============= ========
</TABLE>
As a result of Parliamentary elections held on May 1, 1997, the Labor Party
gained control of the British government. On July 31, 1997, legislation
establishing a windfall profits tax, which affects regulated companies
privatized since 1979 including London Electricity, was enacted. In accordance
with SFAS 109 under US GAAP, the Company will record a charge to income for
the windfall profits tax during the quarter ending September 30, 1997. A
change in the UK statutory rate from 33% to 31% was also included in the
legislation. The impact of such changes in the quarter ending September 30,
1997 will be recognition of the (Pounds)140 million ($229 million) expense for
the windfall profits tax and approximately (Pounds)38 million ($62 million) of
income tax benefit as a result of the change in the UK statutory income tax
rate in the Company's results of operations.
F-10
<PAGE>
ENTERGY POWER UK PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The 1990, 1996 and 1997 tax years are currently under review by the Inland
Revenue Service in the UK. The Company believes that there is no additional
liability related to the tax years under review.
7. LONG-TERM DEBT:
The long-term debt of the Company is summarized as follows (in millions):
<TABLE>
<S> <C> <C>
8% Eurobonds repayable March 28, 2003............ (Pounds) 98.9 $ 161.4
8 5/8% Eurobonds repayable October 26, 2005...... 99.0 161.6
Loan notes due March 31, 2003.................... 20.4 33.3
Revolving bank debt facility:
Facility A..................................... 705.0 1,150.5
Facility B..................................... 240.0 391.7
--------------- --------
Total............................................ 1,163.3 1,898.5
Less current maturities.......................... 20.4 33.3
--------------- --------
Long-term debt, net of current maturities........ (Pounds)1,142.9 $1,865.2
=============== ========
</TABLE>
The 8% and 8 5/8% Eurobonds may become due prior to their stated maturity
only upon the occurrence of certain events including default, liquidation or
bankruptcy of London Electricity. The Company does not anticipate default
under these agreements.
Certain shareholders of London Electricity elected to receive Loan Notes
issued by the Company in exchange for their London Electricity shares in
conjunction with its acquisition by the Company. Such Loan Notes are included
as current maturities of long-term debt based on the option of holders to
redeem such notes on March 31 of each year until their final maturity on March
31, 2003. The Loan Notes bear interest at LIBOR (6.69% at March 31, 1997) less
1% which is adjusted annually on April 1.
In conjunction with the acquisition of London Electricity, the Company
entered into a revolving loan facility with a consortium of banks that is
collateralized by the stock of London Electricity. This revolving loan
consists of three parts which are Facility A for (Pounds)810 million ($1.3
billion), Facility B for (Pounds)240 million ($392 million) and Facility C for
(Pounds)200 million ($326 million). Facility B requires additional guarantees
or repayment by December 17, 1997, to avoid an increase in the variable
interest rates on all three facilities ranging from .5% to 1%. The Company
intends to repay Facility B through a combination of issuing quarterly income
preferred securities and additional equity or loans from the Company's parent.
The revolving loan contains certain restrictive covenants, the most
restrictive of which are maximum capitalization ratios and restrictions on
disposals of assets. Failure to meet the capitalization ratio targets in the
agreement results in increases in the interest rate on the outstanding
facilities and acceleration of repayment schedules. Facilities A and C can be
repaid and reborrowed during the five year term of this agreement which ends
in December 2001 provided certain capitalization ratios are achieved. The
interest rates on the three facilities are based on LIBOR, plus a margin which
ranges from .25% to 1.5% based on capitalization ratios, plus a defined margin
which is computed based on a bank cost of funds. The interest rate at March
31, 1997 was 7.43% on Facilities A, B and C.
F-11
<PAGE>
ENTERGY POWER UK PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
London Electricity entered into an interest rate swap agreement to reduce
the impact of interest rate changes on its outstanding debt. The interest rate
swap agreement involves the exchange of a floating interest rate for a fixed
interest rate periodically over the life of the agreement. If the counterparty
to the agreement was to default on contractual payments, the Company could be
exposed to increased cost related to replacing the original agreement.
However, the Company does not anticipate non-performance. Through July 31,
1997, the Company has entered into additional interest rate swaps with a
notional amount of (Pounds)600 million ($979 million), fair value of
(Pounds)(2.4) million ($(3.8) million) and maturity dates through the year
2001.
8. NOTES PAYABLE:
Other facilities available to London Electricity are short-term unsecured,
uncommitted facilities of (Pounds)208 million ($339 million) and a (Pounds)150
million ($245 million) Sterling Commercial Paper Program ("Sterling Program").
Uncommitted facilities are unsecured facilities which are available at the
Company's request, however there is no obligation by the bank counterparty to
make funds available to the Company. The Sterling Program is a negotiable
promissory note with short term maturities (up to 364 days) and issued at a
discount to face value. The Company had an outstanding balance of
(Pounds)141.7 million ($231.2 million) on all of these facilities as of March
31, 1997. The weighted average interest rate incurred on these borrowings was
6.2% for the period from October 9, 1996 to March 31, 1997.
9. COMMITMENTS AND CONTINGENCIES:
The Company has entered into operating lease agreements for the use of
buildings and vehicles. Minimum future rental payments under all operating
leases as of March 31, 1997 are as follows (in millions):
<TABLE>
<S> <C> <C>
1998....................................................... (Pounds) 7.4 $ 12.1
1999....................................................... 6.9 11.2
2000....................................................... 6.0 9.8
2001....................................................... 5.8 9.5
2002....................................................... 5.7 9.3
Thereafter................................................. 72.0 117.5
------------- ------
Total.................................................... (Pounds)103.8 $169.4
============= ======
</TABLE>
Rental expense incurred under these lease agreements was (Pounds)1.3 million
($2.1 million) for the period from October 9, 1996 to March 31, 1997.
The Company is subject to an agreement whereby the UK government is entitled
to a proportion of certain property gains accruing to the Company as a result
of disposals or events treated as disposals occurring after March 31, 1990, of
properties held at that date. This commitment is effective until March 31,
2000.
The Company has recorded approximately (Pounds)100 million ($163 million) in
reserves as of March 31, 1997, related to unfavorable long-term contracts.
These reserves will be amortized over the remaining lives of the contracts
which range from 14 to 18 years. The reserves recorded are based on the excess
F-12
<PAGE>
ENTERGY POWER UK PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
of estimated fair market value of these contracts over the present value of
the future cash flows under the contracts at the applicable discount rate and
prices.
London Electricity is required to file five-year projections with the
Regulator for capital expenditures related to its regulated distribution
network and updates of such projections annually. The most recent updated
projection was for the five-year period ended March 31, 2000 and was filed in
July 1997. This filing indicated London Electricity's current projection of
approximately (Pounds)482 million for the five year period. Approximately
(Pounds)186 million has been spent in fiscal years 1996 and 1997 related to
this five-year projection.
London Electricity uses CFDs and power purchase contracts with certain UK
generators to fix the price of electricity for a contracted quantity over a
specific period of time. At March 31, 1997 the Company has outstanding CFDs
and power purchase contracts for approximately 46,000 GWh of electricity.
These include a long term power purchase contract with an affiliate which is
based on 27.5% of the affiliate's capacity from its 1000 MW facility through
the year 2010. London Electricity's sales volumes were approximately 20,800
GWh, 18,100 GWh and 15,800 GWh in pro forma fiscal year 1997, and fiscal years
ended March 31, 1996 and 1995, respectively.
The UK Environmental Protection Act 1990 addresses waste management issues
and imposes certain obligations on companies which handle and dispose of
waste. Some of London Electricity's distribution activities produce waste but
London Electricity believes that it has taken and continues to take measures
to comply with the applicable laws and governmental regulations for the
protection of the environment. There are no material legal or administrative
proceedings pending against London Electricity with respect to any
environmental matter.
11. PENSION BENEFITS:
The Company participates in a defined benefit pension plan, which provides
pension and other related defined benefits, based on final pensionable pay, to
substantially all employees throughout the electricity supply industry in the
UK. The Company made no contributions to the plan for the period from October
9, 1996 to March 31, 1997.
The Company uses the projected unit credit actuarial method for funding
purposes. Amounts funded to the pension are primarily invested in equity and
fixed income securities.
The following table sets forth the plan's funded status and amounts
recognized in the Company's balance sheet at March 31, 1997 (in millions):
<TABLE>
<S> <C> <C>
Accumulated benefit obligation:
Vested.......................................... (Pounds)611.6 $ 998.1
============= ========
Projected benefit obligation...................... 705.7 1,151.7
Plan assets at fair value......................... 851.0 1,388.8
------------- --------
Prepaid pension asset......................... (Pounds)145.3 $ 237.1
============= ========
</TABLE>
The weighted average discount rate and rate of increase in future
compensation levels used in determining the actuarial present value of the
projected benefit obligation, and the expected long-term rate of return on
assets were 9%, 6.5% and 9% for the period October 9, 1996 to March 31, 1997.
F-13
<PAGE>
ENTERGY POWER UK PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The components of the plan's net pension income during the periods are shown
below (in millions):
<TABLE>
<CAPTION>
PERIOD FROM
OCTOBER 9, 1996
TO MARCH 31, 1997
--------------------
<S> <C> <C>
Service cost (benefits earned during the period)... (Pounds) 2.5 $ 4.1
Interest cost on projected benefit obligation...... 14.9 24.3
Expected return on plan assets..................... (18.0) (29.4)
------------ ------
Net pension income............................... (Pounds)(0.6) $ (1.0)
============ ======
</TABLE>
12. EMPLOYEE OPTIONS:
Prior to the acquisition of London Electricity by the Company, certain
employees of London Electricity were eligible to participate in either the
Employee Sharesave or Executive Sharesave plans. In conjunction with the
purchase of London Electricity, the holders of any outstanding options were
given the opportunity to exercise their options and sell their shares to the
Company at a price of (Pounds)7.05 ($11.50) per share which then entitled the
owners of the shares to the interim dividend of (Pounds).179 ($0.30) per
share. If the holders of the options did not exercise their options, such
options were canceled and the holders were paid (Pounds)7.05 ($11.50) per
share. There were 5,103,416 options outstanding, which were all exercised or
canceled subsequent to year-end as of March 31, 1997.
13. ACQUISITION OF LONDON ELECTRICITY:
Effective February 1, 1997, the Company acquired London Electricity in a
transaction accounted for as a purchase. Accordingly, the results of
operations of London Electricity have been consolidated into the results of
operations of the Company from February 1, 1997 to March 31, 1997. The Company
has no operations outside of its investment in London Electricity. Based on
the purchase method of accounting, the Company has allocated the purchase
price for London Electricity to London Electricity assets and liabilities
based on their estimated fair market value with the remainder allocated to
London Electricity's distribution license which is an identifiable intangible
asset.
The following table reflects, on an unaudited pro forma basis, the combined
operations of the Company and London Electricity as if the acquisition
occurred at the beginning of each of the respective fiscal years presented.
Appropriate adjustments have been made to reflect the accounting basis used in
recording the acquisition. This pro forma information has been prepared for
comparative purposes only and does not purport to be indicative of the results
of operations that would have resulted had the combination been in effect on
the dates indicated, that have resulted since the date of acquisition or that
may result in the future.
<TABLE>
<CAPTION>
PRO FORMA YEAR ENDED
MARCH 31,
-----------------------------------------------------
(IN MILLIONS, EXCEPT
SHARE AND PER SHARE 1997 1996
AMOUNTS) ------------------------ ----------------------------
(UNAUDITED)
<S> <C> <C> <C> <C>
Revenues................ (Pounds)1,349.8 $2,209.9 (Pounds)1,187.7 $ 1,938.3
Net income.............. 16.3 26.6 308.1(a) 502.8
Net income per share.... 326.0 532.0 6,162.0 10,056.4
Weighted average common
shares outstanding..... 50,000 50,000
</TABLE>
- --------
(a) Includes gain on revaluation of National Grid Holding Company plc, sale of
pumped storage business, special dividends, rights dividends, contribution
to ESOP and net customer refund of (Pounds)266.2 million, (Pounds)70.1
million, (Pounds)131 million, (Pounds)3 million, (Pounds)17.3 million and
(Pounds)82.6 million, respectively. The net after tax effect of the above
was to increase net income by (Pounds)248 million.
F-14
<PAGE>
ENTERGY POWER UK PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The assets and liabilities acquired as of February 1, 1997 and the cash used
for acquisition are as follows (in millions):
<TABLE>
<S> <C> <C>
Current assets............................... (Pounds) 323.4 $ 527.8
Network assets............................... 1,332.0 2,173.8
Other long-term assets....................... 999.3 1,630.9
Current liabilities.......................... (383.7) (626.2)
Long-term debt............................... (208.4) (340.1)
Other long-term liabilities.................. (802.5) (1,309.7)
--------------- ---------
Total purchase price....................... 1,260.1 2,056.5
Less: Loan Notes and liability to
shareholders................................ (76.7) (125.2)
Cash acquired in acquisition................. (9.1) (14.8)
--------------- ---------
Cash used for acquisition.................... (Pounds)1,174.3 $ 1,916.5
=============== =========
</TABLE>
Certain shareholders of London Electricity elected to receive Loan Notes
issued by the Company in exchange for their shares as permitted by the terms
of the Company's tender offer. Such debt instruments are included in long-term
debt in the above analysis. Additionally, as of March 31, 1997, certain London
Electricity shareholders had not yet tendered their shares as required by both
the terms of the tender offer and applicable law. Due to the Company's
unconditional commitment to purchase such shares, the purchase price for such
shares has been included in other long-term liabilities in the above analysis.
London Electricity has utilized a portion of the pension plan surplus to
increase benefits to members and reduce employer and employee contributions. A
recent court ruling in the UK upheld such uses of pension surplus. However,
the decision is under appeal and should the decision be reversed on appeal,
the Company could be required to repay pension surplus utilized and recompute
the Company's prepaid pension asset which was (Pounds)145.3 million at March
31, 1997. Additionally, as of March 31, 1997, a tax valuation of fixed assets
had not yet been prepared. Management expects that this tax valuation will be
completed by December 31, 1997. Should an unfavorable outcome result from
appeals on the pension matter subsequent to February 1, 1998, results of
operations may be unfavorably impacted. The Company's allocation of purchase
price is preliminary pending the outcome of these matters.
14. SEGMENT INFORMATION:
The Company is engaged in two electric industry segments: distribution,
which involves the transfer and delivery of electricity across its network to
its customers, and supply, which involves bulk purchases of electricity from
the Pool for delivery to the distribution networks. Other consists principally
of the Company's investment in private distribution networks, electricity
contracting services and investments in generating assets. Information about
the Company's operations in these individual segments during the period from
date of inception to March 31, 1997 is as follows (in millions):
<TABLE>
<CAPTION>
FOR THE PERIOD FROM OCTOBER 9, 1996 TO MARCH 31, 1997
--------------------------------------------------------------------------------------------------------------
DISTRIBUTION SUPPLY OTHER ELIMINATIONS CONSOLIDATED
--------------------- -------------------- -------------------- --------------------- ----------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Operating
revenues....... (Pounds)60.8 $ 99.2 (Pounds)213.3 $348.1 (Pounds)10.2 $ 16.6 (Pounds)(50.7) $(82.7) (Pounds)233.6 $ 381.2
Operating
income......... 18.1 29.4 6.6 10.8 7.3 11.9 (Pounds) -- 32.0 52.1
Depreciation and
amortization... 13.9 22.7 0.8 1.3 (1.8) (2.9) (Pounds) -- 12.9 21.1
Total assets
employed at
period end..... 1,765.9 2,881.9 543.8 887.5 358.9 585.7 (Pounds) -- 2,668.6 4,355.1
Capital
expenditures... 25.3 41.3 2.6 4.2 8.0 13.1 (Pounds) -- 35.9 58.6
</TABLE>
F-15
<PAGE>
ENTERGY POWER UK PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
15. RESTRUCTURING CHARGES:
In 1995 and 1996, London Electricity implemented a restructuring program to
reduce the number of employees in the Network Services, Customer Services,
Corporate and Information Technology groups. An initial plan was approved by
the Board of Directors of the Company in September of 1994 and was based on a
business plan developed subsequent to the 1994 Regulatory Review of
Distribution (the "Distribution Review").
Following the reopening of the Distribution Review during 1995, a further
plan was proposed leading to further reduction of employees in the same areas.
This plan was approved by the Board of Directors in May of 1996. The balance
as of March 31, 1997 for restructuring charges is shown below along with the
actual termination benefits paid under the program for the period from date of
inception to March 31, 1997.
<TABLE>
<S> <C> <C>
Provision for restructuring as of January 31, 1997........ (Pounds)25.9 $42.3
Adjustments to restructuring provision in period from date
of inception to March 31, 1997........................... 8.0 13.1
Payments made in period from date of inception to March
31, 1997................................................. (3.1) (5.1)
------------ -----
Balance March 31, 1997.................................. (Pounds)30.8 $50.3
============ =====
</TABLE>
F-16
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of London Electricity plc:
We have audited the accompanying consolidated balance sheet of London
Electricity plc as of March 31, 1996 and the related consolidated statements
of operations, cash flows and changes in shareholders' equity for the period
from April 1, 1996 to January 31, 1997, and the years ended March 31, 1996 and
1995. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of London
Electricity plc as of March 31, 1996 and the results of its operations and its
cash flows for the period from April 1, 1996 to January 31, 1997 and the years
ended March 31, 1996 and 1995 in conformity with generally accepted accounting
principles.
COOPERS & LYBRAND L.L.P.
New Orleans, Louisiana
July 31, 1997
F-17
<PAGE>
LONDON ELECTRICITY PLC
CONSOLIDATED BALANCE SHEET
MARCH 31, 1996
(IN MILLIONS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
ASSETS
------
<S> <C>
Current assets:
Cash and cash equivalents.................................... (Pounds) 13.0
Accounts receivable:
Customer receivable net of reserve of (Pounds)8.7........... 113.5
Unbilled revenue............................................ 77.2
Deferred income tax asset.................................... 15.8
Income tax receivable........................................ 125.1
Other receivables............................................ 53.9
Prepayments and other........................................ 8.1
Inventory.................................................... 7.4
Investments.................................................. 16.7
---------------
Total current assets....................................... 430.7
---------------
Property, plant and equipment, net of accumulated depreciation
of (Pounds)465.3.............................................. 701.3
Construction work in progress.................................. 82.3
;Goodwill, net of accumulated amortization of (Pounds)2.2...... 41.3
Investments, long-term......................................... 10.6
Long-term receivables.......................................... 10.0
Prepaid pension asset.......................................... 73.1
---------------
Total assets................................................... (Pounds)1,349.3
===============
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
<S> <C>
Current liabilities:
Notes payable................................................ (Pounds) 96.1
Accounts payable............................................. 117.5
Income taxes payable......................................... 155.1
Deferred revenue............................................. 20.1
Other liabilities............................................ 48.5
---------------
Total current liabilities.................................. 437.3
---------------
Long-term debt................................................. 197.7
Deferred income tax liability.................................. 208.1
Other.......................................................... 58.7
---------------
Total liabilities.......................................... 901.8
---------------
Commitments and Contingencies
Shareholders' equity:
Common stock, (Pounds).583 par value per share, 257,142,857
shares authorized, 174,290,836 shares issued and
outstanding................................................. 101.7
Additional paid-in capital................................... 9.6
Retained earnings............................................ 336.2
---------------
Total shareholders' equity................................. 447.5
---------------
Total liabilities and shareholders' equity..................... (Pounds)1,349.3
===============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-18
<PAGE>
LONDON ELECTRICITY PLC
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE PERIOD FROM APRIL 1, 1996 TO JANUARY 31, 1997 AND THE YEARS ENDED MARCH
31, 1996 AND 1995
(IN MILLIONS)
<TABLE>
<CAPTION>
PERIOD FROM
APRIL 1, 1996 YEARS ENDED MARCH 31,
TO JANUARY 31, --------------------------------
1997 1996 1995
--------------- --------------- ---------------
<S> <C> <C> <C>
Operating revenues.......... (Pounds)1,116.2 (Pounds)1,187.7 (Pounds)1,209.4
Cost of sales............... 768.4 834.5 740.1
--------------- --------------- ---------------
Gross profit................ 347.8 353.2 469.3
Depreciation and amortiza-
tion....................... 39.3 42.2 39.5
Property taxes.............. 19.4 20.3 24.8
Restructuring charges....... 11.7 -- 40.5
Selling, general and admin-
istrative.................. 134.0 146.8 146.3
Other operation and mainte-
nance costs................ 36.7 42.3 52.4
--------------- --------------- ---------------
Income from
operations........... 106.7 101.6 165.8
Other income:
National Grid Transaction
Gain on revaluation of
National Grid
investment............. -- 266.2 --
Gain on sale of pumped
storage business....... -- 70.1 --
Special dividends....... -- 131.0 --
Contribution to Employee
Stock Ownership Plan... -- (17.3) --
Dividend income........... 3.8 24.8 20.6
Equity in earnings (loss)
of affiliate............. 2.4 (2.2) (0.7)
Other, net................ (1.6) .1 2.6
--------------- --------------- ---------------
Total other income.... 4.6 472.7 22.5
Interest expense, net....... 17.1 4.9 1.1
--------------- --------------- ---------------
Income before income
taxes and
extraordinary item... 94.2 569.4 187.2
Extraordinary loss on extin-
guishment of debt.......... -- -- 9.5
--------------- --------------- ---------------
Income before income
taxes................ 94.2 569.4 177.7
Income taxes................ 32.1 110.0 57.2
--------------- --------------- ---------------
Net income............ (Pounds) 62.1 (Pounds) 459.4 (Pounds) 120.5
=============== =============== ===============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-19
<PAGE>
LONDON ELECTRICITY PLC
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE PERIOD FROM APRIL 1, 1996 TO JANUARY 31, 1997 AND THE YEARS ENDED MARCH
31, 1996 AND 1995
(IN MILLIONS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
-------------------------- PAID-IN RETAINED SHAREHOLDERS'
SHARES AMOUNT CAPITAL EARNINGS EQUITY
----------- ------------- ----------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Balance, April 1, 1994.. 219,082,592 (Pounds)109.5 (Pounds)2.0 (Pounds)559.6 (Pounds)671.1
Common stock issued..... 513,399 0.3 0.9 -- 1.2
Treasury shares
acquired............... (21,900,292) (11.0) -- (139.4) (150.4)
Net Income.............. -- -- -- 120.5 120.5
Dividends declared...... -- -- -- (52.5) (52.5)
----------- ------------- ----------- ------------- -------------
Balance, March 31, 1995. 197,695,699 (Pounds) 98.8 (Pounds)2.9 (Pounds)488.2 (Pounds)589.9
Common stock issued..... 4,956,992 2.9 6.7 -- 9.6
Reduction in shares from
reverse stock split.... (27,522,282) -- -- -- --
Treasury shares
acquired............... (839,573) -- (0.8) (0.8)
Net income.............. -- -- -- 459.4 459.4
Dividends declared:
Cash dividends........ -- -- -- (260.2) (260.2)
National Grid
Distribution......... -- -- -- (350.4) (350.4)
----------- ------------- ----------- ------------- -------------
Balance, March 31, 1996. 174,290,836 (Pounds)101.7 (Pounds)9.6 (Pounds)336.2 (Pounds)447.5
Common stock issued..... 390,712 0.1 -- 1.0 1.1
Net income.............. -- -- -- 62.1 62.1
Dividends declared...... -- -- -- (72.8) (72.8)
----------- ------------- ----------- ------------- -------------
Balance, January 31,
1997................... 174,681,548 (Pounds)101.8 (Pounds)9.6 (Pounds)326.5 (Pounds)437.9
=========== ============= =========== ============= =============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-20
<PAGE>
LONDON ELECTRICITY PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIOD FROM APRIL 1, 1996 TO JANUARY 31, 1997 AND THE YEARS ENDED MARCH
31, 1996 AND 1995
(IN MILLIONS)
<TABLE>
<CAPTION>
YEARS ENDED
PERIOD FROM MARCH 31,
APRIL 1, 1996 TO ----------------------------
JANUARY 31, 1997 1996 1995
---------------- ------------- -------------
<S> <C> <C> <C>
Cash flows from operating activ-
ities:
Net income.................... (Pounds) 62.1 (Pounds)459.4 (Pounds)120.5
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation and
amortization............... 39.3 42.2 39.5
Deferred income taxes....... 14.4 17.4 26.8
Gain on revaluation of
National Grid investment... -- (266.2) --
Change in assets and
liabilities:
Inventory................. (2.0) (3.1) 0.3
Accounts receivable and
unbilled revenue......... (13.5) (15.8) (20.3)
Income tax receivable..... 115.1 (79.3) (34.2)
Other receivables......... 3.1 (32.4) (4.6)
Prepayments and other..... 2.0 (4.4) 0.9
Long-term receivables and
other.................... (6.0) (17.4) (19.6)
Accounts payable.......... 26.0 5.4 (0.6)
Income taxes payable...... (126.5) 75.0 15.8
Deferred revenue and other
current liabilities...... (10.9) 15.1 14.5
Other long-term
liabilities.............. (1.4) (4.9) (15.9)
------------- ------------- -------------
Net cash provided by
operating activities... 101.7 191.0 123.1
Cash flows from investing activ-
ities:
Capital expenditures.......... (115.6) (110.6) (110.4)
Proceeds from sale of fixed
assets....................... 0.5 1.2 3.8
Receipt of consumer
contributions................ 16.8 14.9 14.6
Decrease in investments and
maturity of money market
investments.................. 2.6 13.2 114.2
------------- ------------- -------------
Net cash provided by
(used in) investing
activities............. (95.7) (81.3) 22.2
Cash flows from financing activ-
ities:
Proceeds from bond issue...... 0.2 99.1 --
Proceeds from issuance of
common stock................. 1.2 9.6 --
Repayments on bond issue...... -- -- (69.8)
Net proceeds from available
lines of credit.............. 66.2 36.9 56.3
Dividends paid................ (64.3) (260.2) (52.5)
Repurchase of common stock.... -- (0.8) (149.2)
------------- ------------- -------------
Net cash provided by
(used in) financing
activities............. 3.3 (115.4) (215.2)
------------- ------------- -------------
Increase (decrease) in cash and
cash equivalents............... 9.3 (5.7) (69.9)
Beginning of period cash and
cash equivalents............... 13.0 18.7 88.6
------------- ------------- -------------
End of period cash and cash
equivalents.................... (Pounds) 22.3 (Pounds) 13.0 (Pounds) 18.7
============= ============= =============
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:
Cash paid for interest........ (Pounds) 28.0 (Pounds) 12.4 (Pounds) 13.8
============= ============= =============
Cash paid for income taxes.... (Pounds)169.0 (Pounds) 77.0 (Pounds) 43.0
============= ============= =============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-21
<PAGE>
LONDON ELECTRICITY PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS:
London Electricity plc ("London Electricity") is one of the twelve regional
electricity companies ("RECs") in England and Wales licensed to supply,
distribute, and, to a limited extent, generate electricity. The RECs were
created as a result of the privatization of the United Kingdom ("UK") electric
industry in 1990 after the state-owned low voltage distribution networks were
allocated to the then existing twelve regional boards. London Electricity's
main business, the distribution and supply of electricity to customers in
London, England, is regulated under the terms of London Electricity's Public
Electricity Supply License ("PES license") by the Office of Electricity
Regulation (the "Regulator").
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Presentation
The financial statements of London Electricity are presented in pounds
sterling ((Pounds)) and in conformity with accounting principles generally
accepted in the United States ("US GAAP"). The consolidated financial
statements include the accounts of London Electricity and its wholly-owned and
majority-owned subsidiaries and have been prepared from records maintained by
London Electricity in the UK. All significant intercompany accounts and
transactions have been eliminated in consolidation. London Electricity is not
subject to rate regulation, but rather, is subject to price cap regulation
and, therefore, the provisions of Statement of Financial Accounting Standards
No. 71, "Accounting for the Effects of Certain Types of Regulation" ("SFAS
71") do not apply.
London Electricity was acquired by Entergy Power UK plc on February 1, 1997.
The financial statements include the results of operations of London
Electricity through the date of acquisition.
Use of Estimates in the Preparation of Financial Statements
The preparation of London Electricity's financial statements, in conformity
with generally accepted accounting principles, requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities and the
reported amounts of revenues and expenses during the reporting period.
Adjustments to the reported amounts of assets and liabilities may be necessary
in the future to the extent that future estimates or actual results are
different from the estimates used in the financial statements.
Revenue Recognition
London Electricity distributes electricity to commercial, residential and
industrial customers within the London area. London Electricity records
revenue net of value added tax ("VAT") and accrues revenue for services
provided but unbilled at the end of each reporting period. London Electricity
purchases power primarily from the wholesale trading market for electricity in
England and Wales (the "Pool"). The Pool monitors supply and demand between
generators and suppliers, sets prices for generation and provides centralized
settlement of amounts due between generators and suppliers.
Cash and Cash Equivalents
London Electricity considers all short-term investments with an original
maturity of three months or less to be cash and cash equivalents.
Property, Plant and Equipment
Property, plant and equipment is stated at original cost and includes
materials, labor and appropriate overhead costs. London Electricity is
entitled, under certain conditions, to collect cash
F-22
<PAGE>
LONDON ELECTRICITY PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
contributions from consumers to fund improvements to London Electricity's
distribution networks. These consumer contributions are credited against the
historical cost of the asset.
Depreciation is computed by the straight-line method at rates based on the
estimated service lives of each of the various classes of property. Consumer
contributions are amortized into income at a rate of 2.5%. Depreciation rates
on average depreciable property are shown below:
<TABLE>
<S> <C>
Distribution network assets.......................................... 2.5%
Buildings............................................................ 1.7%
Vehicles and mobile plant............................................ 10%-20%
Furniture and equipment, including computer hardware and software.... 20%-33%
</TABLE>
Income Taxes
London Electricity accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS
109"). This standard requires that deferred income taxes be recorded for all
temporary differences between the financial statement basis and tax basis of
assets and liabilities and loss carryforwards, and that deferred tax balances
be based on enacted tax laws at rates that are expected to be in effect when
the temporary differences reverse.
Goodwill
Goodwill represents the excess of cost over the fair value of net assets
acquired and is being amortized over forty years using the straight-line
method. London Electricity anticipates that its future cash flows will be
sufficient to recover such amortization.
Financial Instruments
London Electricity enters into interest rate swaps as a part of its overall
risk management strategy and does not hold or issue material amounts of
derivative financial instruments for trading purposes. London Electricity
accounts for its interest rate swaps in accordance with the concepts
established in Statement of Financial Accounting Standards No. 80, "Accounting
for Futures Contracts" and various Emerging Issue Task Force pronouncements.
If the interest rate swaps were to be sold or terminated, any gain or loss
would be deferred and amortized over the remaining life of the debt instrument
being hedged by the interest rate swap. If the debt instrument being hedged by
the interest rate swaps were to be extinguished, any gain or loss attributable
to the swap would be recognized in the period of the transaction.
London Electricity considers the carrying amounts of financial instruments
classified as current assets and liabilities to be a reasonable estimate of
their fair value because of the short maturity of these instruments.
Price Control
Charges for distribution of electricity and supply to customers with a
maximum demand under 100kW are subject to a price control formula set out in
London Electricity's PES license which allows a maximum charge per unit of
electricity.
Differences in the charges, or in the purchase cost of electricity, can
result in the under or overrecovery of revenues in a particular year.
Where there is an overrecovery of supply of distribution business revenues
against the regulated maximum allowable amount, revenues are deferred in an
amount equivalent to the overrecovered amount. The deferred amount is deducted
from operating revenues and included in other liabilities. Where there is an
underrecovery, no anticipation of any potential future recovery is made.
London Electricity enters into contracts for differences ("CFDs") primarily
to hedge its supply business against the price risk of electricity purchases
from the Pool. Use of these CFDs is carried
F-23
<PAGE>
LONDON ELECTRICITY PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
out within the framework of London Electricity's purchasing strategy and
hedging guidelines. Risk of loss is monitored through establishment of
approved counterparties and maximum counterparty limits and minimum credit
ratings. Contracts are typically short term and gains and losses incurred in
conjunction with such contracts are recorded currently as a component of cost
of sales.
3. REGULATORY MATTERS:
The distribution business of London Electricity is regulated under its PES
license, pursuant to which revenue of the distribution business is controlled
by the Distribution Price Control Formula (DPCF). The DPCF determines the
maximum average price per unit of electricity (expressed in kilowatt hours, a
"unit") that a REC may charge. The elements used in the DPCF are established
for a five-year period and are subject to review by the Regulator at the end
of each five-year period and at other times at the discretion of the
Regulator. At each review the Regulator can adjust the value of certain
elements in the DPCF. Following a review by the Regulator in August 1994, a
14% price reduction was set for London Electricity, effective April 1, 1995.
In July 1995, a further review of distribution prices was concluded by the
Regulator for fiscal years 1997 to 2000. As a result of this further review,
London Electricity's distribution prices were reduced an additional 11%,
effective April 1, 1996, 3% effective April 1, 1997 and will be reduced by a
further 3% on both April 1, 1998 and 1999.
The supply business of London Electricity is also regulated by the Regulator
and prices are established based upon the Supply Price Control Formula which
is similar to the DPCF; however, it allows full pass through for all properly
incurred costs and is set for a four-year period by the Regulator.
The non-franchise supply market, which typically includes larger commercial
and industrial customers was opened to competition for all customers with
usage above 1Mw upon privatization of the industry in 1990. The non-franchise
supply markets of 100 kW or more were opened to full competition starting in
April 1994.
Currently London Electricity, under its PES license, has the exclusive right
to supply residential and small industrial and commercial customers within its
franchise area. It is anticipated that the supply market will be fully
competitive over a six month period starting in April 1998.
4. INVESTMENTS:
London Electricity accounts for investments whose fair market value is
readily determinable in accordance with Statement of Financial Accounting
Standards No. 115, "Accounting for Investments for Certain Debt and Equity
Securities" ("SFAS 115"). These securities are considered available-for-sale
securities under SFAS 115 and their fair values approximate cost. Other
securities whose fair market values are not readily determinable and in which
London Electricity does not have a significant interest are recorded at cost.
Investments in companies in which London Electricity's ownership interests
range from 20% to 50% and investments in which London Electricity's ownership
is less than 20% but over which London Electricity exercises significant
influence over operating and financial policies are accounted for using the
equity method. The following are London Electricity's equity method
investments as of March 31, 1996:
<TABLE>
<CAPTION>
INVESTMENT PERCENTAGE OWNERSHIP
- ---------- ---------------------------
<S> <C>
London Total Gas Ltd................................ 50%
Combined Power Systems Ltd.......................... 32% combined ownership in
common and preferred shares
Thames Valley Power Ltd............................. 50%
London Total Energy Ltd............................. 50%
Barking Power Ltd................................... 13.5%
</TABLE>
F-24
<PAGE>
LONDON ELECTRICITY PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
5. PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment, at cost, consists of the following (in
millions):
<TABLE>
<CAPTION>
MARCH 31, 1996
---------------
<S> <C>
Distribution network assets................................... (Pounds)1,159.1
Land and buildings............................................ 77.0
Vehicles and mobile plant..................................... 15.9
Furniture, fixtures and equipment, including computer hardware
and software................................................. 118.8
Consumer contributions to construction........................ (204.2)
---------------
1,166.6
Less accumulated depreciation and amortization................ (465.3)
---------------
(Pounds) 701.3
===============
</TABLE>
6. INCOME TAXES:
London Electricity's income tax expense for the period from April 1, 1996 to
January 31, 1997, and the years ended March 31, 1996 and 1995, consists of the
following (in millions):
<TABLE>
<CAPTION>
PERIOD FROM YEARS ENDED MARCH 31,
APRIL 1, 1996 TO ---------------------------
JANUARY 31, 1987 1996 1995
---------------- ------------- ------------
<S> <C> <C> <C>
Current........................... (Pounds)17.7 (Pounds) 41.0 (Pounds)30.4
Deferred.......................... 14.4 17.4 26.8
Current taxes on National Grid
transactions:
Tax credit on special dividend.. -- 22.8 --
Tax on distribution in kind..... -- 59.7 --
Tax on ESOP contribution........ -- (3.6) --
Tax reduction related to
customer discount.............. -- (27.3) --
------------ ------------- ------------
Total......................... (Pounds)32.1 (Pounds)110.0 (Pounds)57.2
============ ============= ============
</TABLE>
London Electricity's total income taxes differ from the amounts computed by
applying the statutory federal income tax rate to income before taxes. The
reasons for the differences in the period from April 1, 1996 to January 31,
1997 and the years ended March 31, 1996 and 1995 are (in millions):
<TABLE>
<CAPTION>
PERIOD FROM YEARS ENDED MARCH 31,
APRIL 1, 1996 TO ----------------------------
JANUARY 31, 1987 1996 1995
---------------- ------------- -------------
<S> <C> <C> <C>
Pre-tax income.................. (Pounds)94.2 (Pounds)569.4 (Pounds)177.7
============ ============= =============
Income taxes computed at statu-
tory rate...................... 31.1 187.9 58.6
National Grid transactions:
Revaluation of investment
excluded from taxable income. -- (87.8) --
Gain on sale of pumped storage
business excluded from
taxable income............... -- (23.1) --
Tax credit on contribution to
ESOP......................... -- (3.6) --
Special dividends not taxable. -- (6.9) --
Tax recorded on distribution
in kind...................... -- 59.7 --
Effect of difference between
statutory rate (33%) and rate
on dividends received (20%).... (0.5) (19.9) (2.6)
Amortization of goodwill........ 0.3 0.4 0.4
Loss on extinguishment of debt.. -- 3.1
Other........................... 1.2 3.3 (2.3)
------------ ------------- -------------
Total income tax expense.... (Pounds)32.1 (Pounds)110.0 (Pounds) 57.2
============ ============= =============
</TABLE>
F-25
<PAGE>
LONDON ELECTRICITY PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Significant components of London Electricity's net deferred tax liability as
of March 31, 1996 are as follows (in millions):
<TABLE>
<S> <C>
Deferred tax liability
Property-related basis differences....................... (Pounds)(184.0)
Prepaid pension asset.................................... (24.1)
--------------
Total.................................................. (208.1)
Deferred tax asset
Restructuring and other provisions....................... 15.8
--------------
Net deferred tax liability............................. (Pounds)(192.3)
==============
</TABLE>
As a result of Parliamentary elections held on May 1, 1997, the Labor Party
gained control of the British government. On July 31, 1997 legislation
establishing a windfall profits tax, which affects regulated companies
privatized since 1979 including London Electricity, was enacted. In accordance
with SFAS 109 under US GAAP, London Electricity will record a charge to income
for the windfall profits tax during the quarter ending September 30, 1997. A
change in the UK statutory rate from 33% to 31% was also included in the
legislation. The impact of such changes will be recognition in the quarter
ending September 30, 1997 of the (Pounds)140 million expense for the windfall
profits tax and approximately (Pounds)38 million of income tax benefit as a
result of the change in the UK statutory income tax rate in the Company's
results of operations.
The 1990, 1996 and 1997 tax years are currently under review by the Inland
Revenue Service in the UK. The Company believes that there is no additional
liability related to the tax years under review.
7. LONG-TERM DEBT:
The long-term debt of London Electricity as of March 31, 1996 consists of
the following (in millions):
<TABLE>
<S> <C>
8% Eurobonds repayable March 28, 2003...................... (Pounds) 98.9
8 5/8% Eurobonds repayable October 26, 2005................ 98.8
-------------
Total.................................................... (Pounds)197.7
=============
</TABLE>
The 8% and 8 5/8% Eurobonds may become due prior to their stated maturity
only upon the occurrence of certain events including default, liquidation or
bankruptcy of London Electricity. The Company does not anticipate default
under the agreements.
London Electricity entered into an interest rate swap agreement to reduce
the impact of interest rate changes on its outstanding debt. The interest rate
swap agreement involves the exchange of a floating interest rate for a fixed
interest rate periodically over the life of the agreement. If the counterparty
to the interest rate swap was to default on contractual payments, London
Electricity could be exposed to increased cost related to replacing the
original agreement. However, London Electricity does not anticipate non-
performance. At March 31, 1996, London Electricity was party to a notional
amount of (Pounds)8 million for an interest rate swap agreement with a
maturity date of May 6, 2003.
In August 1994, London Electricity retired approximately (Pounds)70 million
of 12.66% bonds due in 1999. The debt was retired using proceeds from
borrowings under London Electricity's available lines of credit.
F-26
<PAGE>
LONDON ELECTRICITY PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The cash paid to retire the debt exceeded the carrying value of the debt by
approximately (Pounds)9.5 million, which is recorded as an extraordinary loss
on the extinguishment of debt.
8. COMMON STOCK:
During 1996, London Electricity effected a reverse stock split of six for
every seven shares of common stock held. This reduced by approximately 28
million, the number of common shares outstanding and increased the par value
of the stock from (Pounds)0.50 to (Pounds)0.583 per share.
9. NOTES PAYABLE:
Other facilities available to London Electricity are short-term unsecured,
uncommitted facilities of (Pounds)228 million and a (Pounds)150 million
Sterling Commercial Paper Program ("Sterling Program"). Uncommitted facilities
are unsecured facilities which are available at London Electricity's request,
however there is no obligation by the bank counterparty to make funds
available to London Electricity. The Sterling Program is a negotiable
promissory note with short term maturities (up to 364 days) issued at a
discount to face value. London Electricity had an outstanding balance of
(Pounds)96.1 million on all of these facilities as of March 31, 1996. The
weighted average interest rate incurred on these borrowings was 6.3%, 6.1% and
6.4% for the period from April 1, 1996 to January 31, 1997 and for the years
ended March 31, 1996 and 1995, respectively.
10. COMMITMENTS AND CONTINGENCIES:
London Electricity has entered into operating lease agreements for the use
of buildings and vehicles. Minimum future rental payments under all operating
leases as of March 31, 1996 are as follows (in millions):
<TABLE>
<S> <C>
1997........................................................ (Pounds) 7.1
1998........................................................ 6.9
1999........................................................ 6.6
2000........................................................ 6.6
2001........................................................ 6.4
Thereafter.................................................. 83.7
-------------
Total..................................................... (Pounds)117.3
=============
</TABLE>
Rental expense incurred under these lease agreements was (Pounds)6.7 million,
(Pounds)7.9 million and (Pounds)7.2 million for the period from April 1, 1996 to
January 31, 1997 and for the years ended March 31, 1996 and March 31, 1995,
respectively.
London Electricity is subject to an agreement whereby the UK government is
entitled to a proportion of certain property gains accruing to London
Electricity as a result of disposals or events treated as disposals occurring
after March 31, 1990 of properties held at that date. This commitment is
effective until March 31, 2000.
F-27
<PAGE>
LONDON ELECTRICITY PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
London Electricity has utilized a portion of the pension plan surplus to
increase benefits to members and reduce employer and employee contributions. A
recent court ruling in the UK upheld such uses of pension surpluses. However,
should the decision be reversed on appeal, London Electricity could be
required to repay pension surpluses utilized. Management is unable to predict
the likely outcome of this matter at this time.
The UK Environmental Protection Act 1990 addresses waste management issues
and imposes certain obligations on companies which handle and dispose of
waste. Some of London Electricity's distribution activities produce waste but
London Electricity believes that it has taken and continues to take measures
to comply with the applicable laws and governmental regulations for the
protection of the environment. There are no material legal or administrative
proceedings pending against London Electricity with respect to any
environmental matter.
London Electricity is required to file five-year projections with the
Regulator for capital expenditures related to its regulated distribution
network and updates of such projections annually. The most recent updated
projection was for the five-year period ended March 31, 2000 and was filed in
July 1997. This filing indicated London Electricity's current projection of
approximately (Pounds)482 million for the five-year period. Approximately
(Pounds)186 million has already been spent in fiscal years 1996 and 1997
related to this five-year projection.
London Electricity uses CFDs and power purchase contracts with certain UK
generators to fix the price of electricity for a contracted quantity over a
specific period of time. At March 31, 1996, the Company has outstanding CFDs
and power purchase contracts for approximately 52,000 GWh of electricity.
These include a long term power purchase contract with an affiliate which is
based on 27.5% of the affiliate's capacity from its 1000 MW facility through
the year 2010. London Electricity's sales volumes were approximately 17,000
GWh, 18,000 GWh and 16,000 GWh in the period from April 1, 1996 to January 31,
1997, and the years ended March 31, 1996 and 1995, respectively.
11. PENSION BENEFITS:
London Electricity participates in a defined benefit pension plan, which
provides pension and other related defined benefits, based on final
pensionable pay, to substantially all employees throughout the electric supply
industry in the UK. Contributions to the plan by London Electricity on behalf
of its employees were (Pounds)10.2 million and (Pounds)10.9 million for the
years ended March 31, 1996 and 1995, respectively. London Electricity made no
contributions to the plan during the period April 1, 1996 to January 31, 1997.
London Electricity uses the projected unit credit actuarial method for
funding purposes. Amounts funded to the pension are primarily invested in
equity and fixed income securities.
Statement of Financial Accounting Standards No. 87 "Employees Accounting for
Pensions" ("SFAS 87") was issued in 1988 and is effective for fiscal years
beginning after December 15, 1988. The provisions of SFAS 87 were initially
adopted by London Electricity on April 1, 1994. Accordingly, the unrecognized
net transition asset at the date of initial application of SFAS 87 is being
amortized over 15 years beginning April 1, 1989. The amount of the
unrecognized net transition asset credited to equity on April 1, 1994 was
(Pounds)29.2 million.
F-28
<PAGE>
LONDON ELECTRICITY PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The following table sets forth the plan's funded status and amounts
recognized in London Electricity's balance sheet at March 31, 1996 (in
millions):
<TABLE>
<S> <C>
Accumulated benefit obligation:
Vested................................................... (Pounds)589.8
=============
Projected benefit obligation............................... 674.5
Plan assets at fair value.................................. 806.7
-------------
Assets in excess of projected benefit obligation........... 132.2
Unrecognized net gain...................................... (12.3)
Unrecognized net transition asset.......................... (46.8)
-------------
Prepaid pension asset.................................. (Pounds) 73.1
=============
</TABLE>
The weighted average discount rate and rate of increase in future
compensation levels used in determining the actuarial present value of the
projected benefit obligation, and the expected long-term rate of return on
assets was 9%, 6.5% and 9%, respectively, for the period from April 1, 1996 to
January 31, 1997 and for the years ended March 31, 1996 and 1995.
The components of the plan's net pension income during the periods are shown
below (in millions):
<TABLE>
<CAPTION>
PERIOD FROM YEARS ENDED MARCH 31,
APRIL 1, 1996 TO --------------------------
JANUARY 31, 1997 1996 1995
---------------- ------------ ------------
<S> <C> <C> <C>
Service cost (benefits earned dur-
ing the period).................. (Pounds) 6.6 (Pounds) 8.5 (Pounds) 7.6
Interest cost on projected
benefit obligations............ 44.4 54.5 54.1
Actual return on plan assets.... (58.4) (145.1) (5.6)
Net amortization and deferral... 2.5 73.6 (63.6)
------------ ------------ ------------
Net pension benefit .......... (Pounds)(4.9) (Pounds)(8.5) (Pounds)(7.5)
============ ============ ============
</TABLE>
12. DISTRIBUTION OF NATIONAL GRID INVESTMENT:
In December 1995, each of the RECs distributed their investments in the
National Grid Holding Company plc ("National Grid"). London Electricity
distributed its ownership shares in National Grid to its shareholders. Prior
to the distribution, the National Grid shares were listed on the London Stock
Exchange and revalued to reflect the market value of the common stock of
National Grid, whose shares had not previously been publicly traded and for
which there was no readily determinable fair market value. London Electricity
recorded a gain on the revaluation of (Pounds)266.2 million in the Statement
of Operations for the year ended March 31, 1996. National Grid also effected a
rights issue at (Pounds)2.04 per share to raise additional equity capital.
London Electricity invested an additional (Pounds)18 million in National Grid
as a result of the rights issue. Approximately 96% of the total National Grid
shares owned by London Electricity were then distributed in kind to the
shareholders of London Electricity.
F-29
<PAGE>
LONDON ELECTRICITY PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The remaining shares owned by London Electricity were retained to establish
an Employee Stock Ownership Plan ("ESOP") to compensate participants of the
Employee and Executive Sharesave Plans (employee stock option plans) for any
diminution in value of London Electricity shares as a result of the demerger.
Approximately 5.1 million shares of National Grid were reserved for
contributions to the ESOP. The actual shares will be contributed to the ESOP
upon exercise of options under the employee stock option plans. The
contributed shares related to the establishment of the ESOP plus expenses and
cash contributions due to the ESOP to compensate the participants for taxes
payable related to this distribution were charged to expense during the fiscal
year ended March 31, 1996. The difference between actual National Grid shares
contributed and the total amount charged to expense is included in other
liabilities in London Electricity's balance sheet as of March 31, 1996.
National Grid also distributed to London Electricity its ownership shares in
PSB Holding Limited ("PSB"), the holding company of First Hydro Limited which
had been transferred to National Grid in 1990. As part of the demerger, PSB
was sold to Mission Energy and the Company recorded a (Pounds)70.1 million
gain on the sale.
Finally, as part of the demerger, the Regulator ordered a (Pounds)50 refund
to each of London Electricity's supply customers which was offset by a
reduction in the fossil fuel levy charged to the Company. The effect of the
refund, which was recorded in the year ended March 31, 1996, was to reduce
operating revenues, cost of sales and gross profit by (Pounds)90.9 million ,
(Pounds)8.3 million and (Pounds)82.6 million, respectively.
The investment in National Grid has been accounted for by London Electricity
as a cost method investment. The consolidated results of operations of London
Electricity therefore do not include any of the results of operations of
National Grid.
13. EMPLOYEE OPTIONS:
London Electricity was acquired by Entergy Power UK plc on February 1, 1997.
In conjunction with the purchase of London Electricity, the holders of any
outstanding options under the employee option plans were given the opportunity
to exercise their options and sell their shares to Entergy Power UK plc at a
price of (Pounds)7.05 per share which then entitled the owner of the shares to
the interim dividend of (Pounds).179 per share. If the holders of the options
did not exercise their options, such options were cash canceled and the
holders were paid (Pounds)7.05 per share.
Under the Employee Sharesave Plan, London Electricity was authorized to
issue shares of common stock pursuant to stock options granted to officers,
key employees and directors. Under the Executive Sharesave Plan, London
Electricity was authorized to issue shares of common stock pursuant to stock
options granted to directors.
The stock options had an exercise price equal to the fair market value of
the common stock on the date of grant and a contractual term of 10 years. The
stock options became exercisable on the third anniversary of the date of grant
under the Executive Sharesave Plan.
F-30
<PAGE>
LONDON ELECTRICITY PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
A summary of the status of London Electricity's stock options for the period
from April 1, 1996 to January 31, 1997 and for the years ended March 31, 1996
and March 31, 1995 and the changes during the years ended on such dates is
presented below:
<TABLE>
<CAPTION>
PERIOD FROM YEARS ENDED MARCH 31,
APRIL 1, 1996 TO -------------------------------------------------
JANUARY 31, 1997 1996 1995
------------------------ ------------------------ ------------------------
# SHARES # SHARES # SHARES
OF OF OF
UNDERLYING EXERCISE UNDERLYING EXERCISE UNDERLYING EXERCISE
OPTIONS PRICES OPTIONS PRICES OPTIONS PRICES
---------- ------------ ---------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning
of year................ 1,873,505 (Pounds)3.56 6,985,705 (Pounds)2.26 7,731,474 (Pounds)2.23
Granted................. 3,625,911 4.82 89,628 5.94 -- 5.92
Exercised............... (390,712) 3.33 (4,956,992) 1.89 (513,399) 2.32
Forfeited............... -- -- (244,836) 2.09 (232,370) 2.05
Expired................. -- -- -- -- -- --
--------- ---------- ---------
Outstanding at end of
year................... 5,108,704 1,873,505 6,985,705
========= ========== =========
</TABLE>
14. RESTRUCTURING CHARGES:
In 1995 and 1996, London Electricity implemented a restructuring program to
reduce the number of employees in the Network Services, Customer Services,
Corporate and Information Technology groups. An initial plan was approved by
the Board of Directors of London Electricity in September 1994 and was based
on a business plan developed subsequent to the 1994 Regulatory Review of
Distribution (the "Distribution Review"). Approximately (Pounds)40.5 million
was recorded for the year ended March 31, 1995 related to this program.
Following the reopening of the Distribution Review during 1995, a further
plan was proposed leading to a further reduction of employees in the same
areas. This plan was approved by the Board of Directors in May 1996, and
approximately (Pounds)11.7 million in restructuring charges was recorded for
the period from April 1, 1996 to January 31, 1997. The balances for
restructuring charges and the actual termination benefits paid under the
program for the period from April 1, 1996 to January 31, 1997 and the years
ended March 31, 1996 and 1995 are as follows (in millions of pounds sterling):
<TABLE>
<S> <C>
Provision for restructuring as of March 31, 1994............ (Pounds) --
------------
Restructuring charges in 1995............................... 40.5
Payments made in 1995....................................... (21.8)
------------
Provision for restructuring as of March 31, 1995............ 18.7
Restructuring charges in 1996............................... --
Payments made in 1996....................................... --
------------
Balance March 31, 1996...................................... 18.7
Restructuring charges in 1997............................... 11.7
Payments made in 1997....................................... (10.5)
------------
Provision for restructuring as of January 31, 1997.......... (Pounds)19.9
============
</TABLE>
The number of employees terminated under these plans was 250, 308, and 586
for the period from April 1, 1996 to January 31, 1997 and the years ended
March 31, 1996 and 1995, respectively.
F-31
<PAGE>
LONDON ELECTRICITY PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
15. SEGMENT INFORMATION:
London Electricity is engaged in two electric industry segments:
distribution, which involves the transfer and delivery of electricity across
London Electricity's network to its customers, and supply, which involves bulk
purchases of electricity from the Pool for delivery of supply to the
distribution networks. Other consists principally of London Electricity's
investment in private distribution networks, electricity contracting services
and investments in generating assets. Information about London Electricity's
operations in these individual segments during the period from April 1, 1996
to January 31, 1997 and for the years ended March 31, 1996 and 1995 is as
follows (in millions):
<TABLE>
<CAPTION>
PERIOD FROM APRIL 1, 1996 TO JANUARY 31, 1997
------------------------------------------------------------------------------
DISTRIBUTION SUPPLY OTHER ELIMINATIONS CONSOLIDATED
------------- --------------- ------------ -------------- ---------------
<S> <C> <C> <C> <C> <C>
Operating revenues...... (Pounds)275.3 (Pounds)1,051.2 (Pounds)67.5 (Pounds)(277.8) (Pounds)1,116.2
Operating income........ 100.6 (0.8) 6.9 -- 106.7
Depreciation and amorti-
zation................. 32.3 4.1 2.9 -- 39.3
Total assets employed at
period end............. 850.7 278.7 179.4 -- 1,308.8
Capital expenditures.... 96.8 9.5 9.3 -- 115.6
<CAPTION>
YEAR ENDED MARCH 31, 1996
------------------------------------------------------------------------------
DISTRIBUTION SUPPLY OTHER ELIMINATIONS CONSOLIDATED
------------- --------------- ------------ -------------- ---------------
<S> <C> <C> <C> <C> <C>
Operating revenues...... (Pounds)357.1 (Pounds)1,098.0 (a) (Pounds)59.1 (Pounds)(326.5) (Pounds)1,187.7
Operating income........ 158.0 (70.4)(b) 15.5 (1.5) 101.6
Depreciation and amorti-
zation................. 35.1 2.5 4.6 -- 42.2
Total assets employed at
period end............. 793.6 246.7 309.0 -- 1,349.3
Capital expenditures.... 96.8 4.5 9.3 -- 110.6
<CAPTION>
YEAR ENDED MARCH 31, 1995
------------------------------------------------------------------------------
DISTRIBUTION SUPPLY OTHER ELIMINATIONS CONSOLIDATED
------------- --------------- ------------ -------------- ---------------
<S> <C> <C> <C> <C> <C>
Operating revenues...... (Pounds)379.1 (Pounds)1,113.6 (Pounds)44.4 (Pounds)(327.7) (Pounds)1,209.4
Operating income........ 141.2 11.1 13.5 165.8
Depreciation and amorti-
zation................. 31.8 2.4 5.3 -- 39.5
Total assets employed at
period end............. 726.0 207.3 304.3 -- 1,237.6
Capital expenditures.... 98.3 6.8 5.3 -- 110.4
</TABLE>
- --------
(a) Includes (Pounds)90.9 million refund to customers related to National Grid
transaction.
(b) Includes net effect of (Pounds)90.9 million refund and (Pounds)8.3
reduction of fossil fuel levy related to National Grid transaction.
F-32
<PAGE>
ENTERGY POWER UK PLC
CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1997 AND 1996
(AMOUNTS IN MILLIONS)
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS 1996(a) 1997
------ --------------- ----------------------
<S> <C> <C> <C>
Current assets.......................... (Pounds) 322.8 (Pounds) $
Other property and investments.......... 56.4
Fixed assets, net....................... 821.6
Deferred debits and other assets........ 82.6
--------------- -------------- -------
Total Assets.......................... (Pounds)1,283.4 (Pounds) $
=============== ============== =======
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
<S> <C> <C> <C>
Current liabilities..................... (Pounds) 362.0
Deferred credits and other liabilities.. 270.8
Long term debt.......................... 197.8
Common shareholders' equity............. 452.8 (Pounds) $
--------------- -------------- -------
Total Liabilities and Shareholders'
Equity............................... (Pounds)1,283.4 (Pounds) $
=============== ============== =======
</TABLE>
- --------
(a) Represents historical financial position of London Electricity plc as
predecessor to Entergy Power UK plc. Excludes the effects of purchase
accounting adjustments.
See accompanying notes to condensed consolidated financial statements
F-33
<PAGE>
ENTERGY POWER UK PLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(AMOUNTS IN MILLIONS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
1996(a) 1997
------------- ---------------
<S> <C> <C> <C>
Operating revenues.............................. (Pounds)617.1 (Pounds) $
Operating expenses.............................. 541.2
-------------
Operating income................................ 75.9
Other income (expense)
Interest expense, net......................... (8.1)
Investment income............................. 3.4
------------- -------- ------
Income before income taxes...................... 71.2
Income tax expense.............................. 19.5
------------- -------- ------
Net income...................................... (Pounds) 51.7 (Pounds) $
============= ======== ======
Net income per share............................ (Pounds) $
======== ======
Weighted average shares outstanding............. 50,000 50,000
======== ======
</TABLE>
- --------
(a) Represents historical results of operations of London Electricity plc as
predecessor to Entergy Power UK plc. Excludes the effects of purchase
accounting adjustments.
See accompanying notes to condensed consolidated financial statements
F-34
<PAGE>
ENTERGY POWER UK PLC
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(AMOUNTS IN MILLIONS)
(UNAUDITED)
<TABLE>
<CAPTION>
1996(a) 1997
------------ --------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income............................... (Pounds)51.7 (Pounds) $
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization............ 22.3
Deferred income taxes.................... 5.1
Change in assets and liabilities:
Current assets, excluding investments.... 125.9
Other long term assets................... (4.0)
Current liabilities...................... (83.5)
Other long term liabilities.............. 4.0
------------ ------------- ------
Net cash provided from operations...... 121.5
------------ ------------- ------
Cash flows from investing activities:
Capital expenditures..................... (56.8)
Proceeds from sales of fixed assets...... (3.5)
Decrease in investments, current......... 12.7
------------ ------------- ------
Net cash provided by (used in)
investing activities.................. (47.6)
------------ ------------- ------
Cash flows from financing activities:
Issuance of long term debt............... 8.3
Issuance of common stock................. 0.9
Dividends paid........................... (47.3)
------------ ------------- ------
Net cash provided by (used in)
financing activities.................. (38.1)
------------ ------------- ------
Increase (decrease) in cash and cash
equivalents............................. 35.8
Cash and cash equivalents, beginning..... 13.0
------------ ------------- ------
Cash and cash equivalents, ending........ (Pounds)48.8
============ ============= ======
Cash paid for interest................... (Pounds) 7.7 (Pounds) $
============ ============= ======
Cash paid for income taxes............... (Pounds) 9.3 (Pounds) $
============ ============= ======
</TABLE>
- --------
(a) Represents historical cash flows of London Electricity plc as predecessor
to Entergy Power UK plc.
See accompanying notes to condensed consolidated financial statements
F-35
<PAGE>
ENTERGY POWER UK, PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. DESCRIPTION OF BUSINESS:
Effective February 1, 1997, Entergy Power UK plc ("Successor" or "the
Company") acquired London Electricity plc ("Predecessor" or "London
Electricity") in a transaction accounted for as a purchase. London Electricity
is one of the twelve regional electricity companies ("RECs") in England and
Wales licensed to supply, distribute and to a limited extent, generate
electricity. The RECs were created as a result of the privatization of the UK
electricity industry in 1990 after the state owned low voltage distribution
networks were allocated to the then existing twelve regional boards. London
Electricity's main business, the distribution and supply of electricity to
customers in London, England, is regulated under the terms of London
Electricity's Public Electricity Supply License by the Office of Electricity
Regulation. The Company does not have any operations outside its investment in
London Electricity.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Presentation and Comparability:
The financial statements of the Company and London Electricity are presented
in pounds sterling ("(Pounds)") and in US Dollars ("$"). The US Dollar
statements are presented solely for the convenience of the reader at the
exchange rate of (Pounds)1= US $ which is based on the noon buying rate in
New York City for cable transfers in pounds sterling as certified for customs
purposes by the Federal Reserve Bank of New York on October , 1997. No
representation is made that the pounds sterling amounts have been, could have
been, or could be converted into US Dollars at that or any other rate of
exchange.
The financial statements are prepared in conformity with accounting
principles generally accepted in the United States ("U.S. GAAP"). London
Electricity's financial statements are presented based on its historical costs
and do not reflect purchase accounting adjustments applied by the Company at
the time of its acquisition of London Electricity. Such adjustments include to
the Company's assignment of fair values at date of acquisition to the assets
and liabilities of London Electricity with the excess assigned to London
Electricity's distribution license and issuance of debt to finance the
acquisition. This distribution license represents an other identifiable
intangible which is being amortized over a useful life of 40 years.
The accompanying financial statements have not been prepared in accordance
with the policies of Statement of Financial Accounting Standards No. 71,
"Accounting for the Effects of Certain Types of Regulation" ("SFAS No. 71")
since London Electricity's regulated business is based on price cap regulation
rather than cost based regulation.
The unaudited condensed consolidated financial statements include the
accounts of the Predecessor and Successor and their wholly-owned and majority-
owned subsidiaries. All significant intercompany accounts and transactions
have been eliminated in consolidation. In the opinion of management of the
Company, the financial statements of the Company and London Electricity
reflect all adjustments (consisting of normal recurring adjustments)
considered necessary for fair presentation of their financial position and
results of operations for the periods presented. Such unaudited interim
financial statements should be read in conjunction with the audited financial
statements of the Company and London Electricity contained elsewhere in the
registration statement.
Use of Estimates in the Preparation of Financial Statements
The preparation of the financial statements of the Company and London
Electricity, in conformity with generally accepted accounting principles,
require management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent assets
F-36
<PAGE>
ENTERGY POWER UK PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)--(CONTINUED)
and liabilities and the reported amounts of revenues and expenses during the
reporting period. Adjustments to the reported amounts of assets and
liabilities may be necessary in the future to the extent that future estimates
or actual results are different from the estimates used in the financial
statements.
3. COMMITMENTS AND CONTINGENCIES:
London Electricity owns a 13.5% interest in a joint venture, Barking Power,
Ltd ("Barking"), which owns and operates a gas fired power station.
Additionally, London Electricity has certain other private investments which
require it to contribute additional equity contributions over the next several
years. The largest is its investment in London & Continental Railway Limited
which won the concession to design, build, finance and operate the high speed
rail link from London to the Channel Tunnel Rail Link.
London Electricity is required to file five-year projections with the
Regulator for Capital expenditures related to its regulated distribution
network and updates of such projections annually. The most recent projection
was for the five-year period ended March 31, 2000 and was filed in July 1997.
The filing indicated London Electricity's current projection of approximately
(Pounds)482 million for the five year period. Approximately (Pounds)186
million have already been spent in fiscal year 1996 and Pro Forma Fiscal Year
1997 related to this five-year projection.
London Electricity is subject to an agreement whereby the UK government is
entitled to a proportion of certain property gains accruing to London
Electricity as a result of disposals or events treated as disposals occurring
after March 31, 1990 of properties held at that date. This commitment is
effective until March 31, 2000.
London Electricity participates in a defined benefit pension which applies
to substantially all employees throughout the electricity industry in the
United Kingdom. London Electricity has utilized a portion of the pension plan
surplus to increase benefits to members and reduce employer and employee
contributions. A recent court ruling in the UK upheld such uses of pension
surplus. However, the decision is under appeal and should the decision be
reversed on appeal, the Company could be required to repay pension surplus
utilized and recompute the Company's prepaid pension asset which was
(Pounds)145.3 million at March 31, 1997. Additionally, as of March 31, 1997, a
tax valuation of fixed assets had not yet been prepared. Management expects
that this tax valuation will be completed by December 31, 1997. Should an
unfavorable outcome result from appeals on the pension matter subsequent to
February 1, 1998, results of operations may be unfavorably impacted. The
Company's allocation of purchase price is preliminary pending the outcome of
these matters.
London Electricity utilizes contracts for differences ("'CFD's") and power
purchase contracts with certain UK generators to fix the price of electricity
for a contracted quantity over a specific period of time. At March 31, 1997,
the Company has outstanding CFD's and power purchase contracts for
approximately 46,000 GWh of electricity. These include a long term power
purchase contract with an affiliate which is based on 27.5% of the affiliate's
capacity from its 1000MW facility through the year 2010. London Electricity's
electricity sales volumes were approximately 15,771 GWh; 18,117 GWh and 20,758
GWh for fiscal years 1995, 1996 and Pro Forma Fiscal Year 1997, respectively.
4. TAX LAW CHANGES:
On July 31, 1997, legislation establishing a windfall profits tax, which
affects regulated companies privatized since 1979 including London Electricity
was enacted. In accordance with SFAS
F-37
<PAGE>
109, the Company recorded a charge to income for the windfall profits tax
during the six months ended September 30, 1997. A change in the UK statutory
income tax rate from 33% to 31% was also included in this legislation. The
impact of such changes in the six months ended September 30, 1997 financial
statements was recognition of the (Pounds)140 million expense for the windfall
profits tax and approximately (Pounds)38 million of income tax benefit as a
result of the change in the UK statutory income tax rate in London
Electricity's results of operations.
F-38
<PAGE>
UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS
The accompanying unaudited pro forma condensed consolidated statement of
operations has been prepared in accordance with generally accepted accounting
principles in the United States. Amounts are expressed in either British Pounds
Sterling ("(Pounds)") or US Dollars ("$"). The purchase price allocation for
London Electricity plc ("Predecessor") is based on preliminary information. The
unaudited pro forma condensed consolidated statement of operations should be
read in conjunction with the related notes thereto.
The accompanying unaudited pro forma condensed consolidated statements of
operations for the year ended March 31, 1997 has been prepared assuming that
the acquisition of London Electricity plc by Entergy Power UK plc ("Successor")
occurred on April 1, 1996.
The pro forma condensed consolidated statement of operations has been
prepared for comparative purposes only and does not purport to be indicative of
the results of operations had the combination been in effect on the date
indicated, that have resulted since the date of acquisition or that may result
in the future.
F-39
<PAGE>
ENTERGY POWER UK PLC
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED MARCH 31, 1997
(IN MILLIONS)
(UNAUDITED)
<TABLE>
<CAPTION>
HISTORICAL
------------------------------
SUCCESSOR PREDECESSOR
INCEPTION- APRIL 1, 1996- SUCCESSOR PRO FORMA YEAR
MARCH 31, JANUARY 31, ENDED
1997 1997 ADJUSTMENTS MARCH 31, 1997
------------- --------------- ------------ ------------------------
<S> <C> <C> <C> <C> <C>
Operating Revenues...... (Pounds)233.6 (Pounds)1,116.2 (Pounds)1,349.8 $2,202.9
Cost of Sales and
Operating Expenses..... 201.6 1,009.5 (Pounds)26.5 (a) 1,237.6 2,019.8
------------- --------------- --------------- --------
Income from Operations.. 32.0 106.7 112.2 183.1
Other Income
(Deductions)........... (6.5) 4.6 7.5 (b) 5.6 9.1
Interest Expense, net... 12.7 17.1 63.6 (c) 93.4 152.4
------------- --------------- ------------ --------------- --------
Income Before Income
Taxes.................. 12.8 94.2 24.4 39.8
Income Taxes............ 4.5 32.1 (28.5)(d) 8.1 13.2
------------- --------------- --------------- --------
Net Income............ (Pounds) 8.3 (Pounds) 62.1 (Pounds) 16.3 $ 26.6
============= =============== =============== ========
</TABLE>
1. Effective February 1, 1997, Entergy Power UK plc acquired London
Electricity plc for approximately (Pounds)1.3 billion. The Successor has
accounted for this acquisition using the purchase method of accounting whereby
the purchase price is allocated to assets and liabilities based on fair market
value, with the remainder allocated to the distribution license of the
Successor which is an identifiable intangible asset.
2. The Successor's historical results of operations presented above include
the Predecessor's post acquisition results of operations for the period from
February 1, 1997 (date of acquisition) until March 31, 1997. The Successor had
no operations prior to the date of acquisition.
3. The pro forma condensed consolidated statement of income reflects the
following adjustments in order to present the historical results of operations
of the Predecessor for the period prior to its inclusion in the Successor's
consolidated financial statements:
a. Primarily an increase in depreciation and amortization expense
resulting from applying the purchase method of accounting to the
Predecessor fixed assets and distribution license based on 40 year useful
lives;
b. Adjustments to other deductions to eliminate Predecessor's acquisition
defense costs;
c. Primarily additional interest associated with debt incurred to
purchase the Predecessor at an assumed average rate of 7.3%. The impact of
a change of .125% in the assumed average rate of interest would change
income before income taxes by (Pounds)1.3 million annually; and
d. Adjustment to income tax expense to provide for a 33% United Kingdom
statutory income tax rate for the twelve months ended March 31, 1997.
4. The US Dollar column above is presented solely for the convenience of the
reader. British Pound Sterling amounts have been converted to US Dollars based
on the Noon Buying Rate in New York City for cable transfers in British Pounds
Sterling as certified for customs purposes by the Federal Reserve Bank of New
York on July 31, 1997 of $1.632 = (Pounds)1.00.
F-40
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE-
SENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SO-
LICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES DE-
SCRIBED IN THIS PROSPECTUS OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITA-
TION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR ENTERGY LONDON CAPITAL
SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO ITS DATE.
---------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information..................................................... 4
Enforceability of Civil Liabilities....................................... 4
Presentation of Currency and Financial Information........................ 5
UK Selling Restrictions................................................... 5
Forward Looking Statements................................................ 5
Summary................................................................... 6
Risk Factors.............................................................. 17
Entergy London Capital.................................................... 22
The Company............................................................... 23
Accounting Treatment...................................................... 25
Use of Proceeds........................................................... 25
Capitalization............................................................ 26
Exchange Rates............................................................ 26
Selected Financial Data................................................... 27
Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................... 34
Business.................................................................. 46
The Electric Utility Industry in Great Britain............................ 55
Management................................................................ 65
Certain Relationships and Related Transactions............................ 66
Security Ownership........................................................ 67
Description of the Preferred Securities................................... 67
Description of the Guarantee.............................................. 77
Description of the Perpetual Junior Subordinated Debentures............... 80
Relationship Among the Preferred Securities, the Perpetual Junior
Subordinated Debentures and the Guarantee................................ 95
Certain Income Tax Considerations......................................... 97
Underwriting.............................................................. 101
Experts................................................................... 103
Legal Opinions............................................................ 103
Index to the Consolidated Financial Statements............................ F-1
</TABLE>
THROUGH AND INCLUDING , 1997 (THE 25TH DAY AFTER THE DATE OF THIS PRO-
SPECTUS), ALL DEALERS EFFECTING TRANSACTIONS IN THE PREFERRED SECURITIES,
WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER
A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOT-
MENTS OR SUBSCRIPTIONS.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
12,000,000 PREFERRED SECURITIES
ENTERGY LONDON CAPITAL
% CUMULATIVE QUARTERLY
INCOME PREFERRED SECURITIES,
SERIES A (QUIPSSM)
FULLY AND UNCONDITIONALLY GUARANTEED,
AS SET FORTH HEREIN, BY
ENTERGY POWER UK PLC
---------------
PROSPECTUS
---------------
GOLDMAN, SACHS & CO.
REPRESENTATIVES OF THE UNDERWRITERS
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Filing Fees--Securities and Exchange Commission..................... $90,909.10
*Rating Agencies' fees..............................................
*Trustee's fees.....................................................
*Fees of Company's Counsel:.........................................
Richards, Layton & Finger, P.A....................................
Reid & Priest LLP.................................................
Linklaters & Paines...............................................
*Fees of Entergy Services, Inc......................................
*Accounting fees....................................................
*Printing and engraving costs.......................................
*Miscellaneous expenses (including Blue-Sky expenses)...............
----------
*Total Expenses................................................. $
==========
</TABLE>
- --------
*Estimated
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under English law there is a general rule that any provision (whether
contained in a company's articles or in any other arrangement with the
company) exempting an officer of the company from, or indemnifying him
against, any liability for negligence or other breach of duty in relation to
the company is void (this would include liability for fraud or dishonesty). As
an exception to this rule, a company may indemnify an officer against a
liability incurred by him in defending any proceedings in which judgment is
given in his favor or in which he is acquitted. A company may also give an
indemnity where, in any proceedings against a director, the court relieves him
from liability for negligence or breach of duty where he has acted honestly
and reasonably and ought fairly to be excused from liability. An indemnity is
permitted where a director acts within his powers and is not guilty of
negligence or other breach of duty. A company is also permitted to purchase
insurance against any such liability.
Entergy has insurance covering the expenditures of Entergy and its direct
and indirect subsidiaries which might arise in connection with its
indemnification of their directors and officers for certain of their
liabilities and expenses, such directors and officers also have insurance
which insures them against certain other liabilities and expenses.
Subject to the general rule set out above, the Articles of Association of
the Company provide that, without prejudice to an indemnity to which he may
otherwise be entitled, every person who is a director, alternate director or
secretary of the Company shall be indemnified out of the assets of the Company
against all costs, charges, losses and liabilities incurred by him in the
proper execution of his duties or the proper exercise of his powers,
authorities and discretions including, without limitation, a liability
incurred defending proceedings (whether civil or criminal) in which judgment
is given in his favor or in which he is acquitted, or which are otherwise
disposed of without a finding or admission of material breach of duty on his
part, or in connection with any application in which relief is granted to him
by the court from liability for negligence, default, breach of duty or breach
of trust in relation to the affairs of the Company.
In addition the directors may exercise all the powers of the Company to
purchase and maintain insurance for the benefit of a person who is or was a
director, alternate director, secretary or auditor
II-1
<PAGE>
of the Company which is or was a subsidiary undertaking of the Company or in
which the Company has or had an interest (whether direct or indirect) or
trustee of a retirement benefits scheme or other trust in which a director,
alternate director, secretary or auditor of the Company is or has been
interested, indemnifying him against liability for negligence, default, breach
of duty or breach of trust or other liability which may lawfully be insured
against by the Company. For the purposes of the Articles "subsidiary
undertaking" shall have the same meanings as in the Companies Acts 1985 to
1989.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
Not Applicable.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
<TABLE>
<C> <S>
*1.01 Form of Underwriting Agreement relating to the Preferred Securities.
*4.01 Memorandum and Articles of Association of the Company and amendments
thereto through .
*4.02 Form of Indenture for Unsecured Subordinated Debt Securities relating
to Preferred Securities.
*4.03 Certificate of Limited Partnership of Entergy London Capital, L.P.
*4.04 Agreement of Limited Partnership Entergy London Capital, L.P.
*4.05 Form of Amended and Restated Limited Partnership Agreement of Entergy
London Capital, L.P.
*4.06 Form of Preferred Security Certificate of Entergy London Capital, L.P.
(included in
Exhibit 4.05 hereto).
*4.07 Form of Guarantee Agreement in respect of Entergy London Capital, L.P.
*4.08 Form of Officer's Certificate establishing terms of the Perpetual
Junior Subordinated Debentures (including form of Perpetual Junior
Subordinated Debenture).
*5.01 Opinion of Linklaters & Paines, counsel to the Company, relating to the
validity of the Perpetual Junior Subordinated Debentures and the
Guarantee.
*5.02 Opinion of Richards, Layton & Finger, P.A., special Delaware counsel,
relating to the validity of the Preferred Securities.
*5.03 Opinion of Reid & Priest LLP, counsel to the Company, relating to the
validity of the Perpetual Junior Subordinated Debentures and the
Guarantee.
*8.01 Opinion of Linklaters & Paines, as to United Kingdom tax matters
(included in Exhibit 5.01 hereto).
*8.02 Opinion of Reid & Priest LLP, as to United States tax matters (included
in Exhibit 5.03 hereto).
*10.01 London Electricity Public Electricity Supply License dated March 26,
1990.
*10.02 Modifications of License Conditions dated .
*10.03 Pooling and Settlement Agreement as amended and restated at October 17,
1996, and as supplemented through July 28, 1997 between London
Electricity, Energy Settlements and Information Services (as Settlement
System Administrator), Energy Pool Funds Administration Limited (as
Pool Funds Administrator), The National Grid Company plc (as Grid
Operator and Ancillary Services Provider), London Electricity and Other
Parties.
*10.04 Master Connection and Use of System Agreement dated as of March 30,
1990 among The National Grid Company plc and its users (including
London Electricity).
*10.05 Master Agreement dated as of October 25, 1995 among The National Grid
Holding plc, The National Grid Company plc, London Electricity and the
other RECs.
*10.06 Memorandum of Understanding between The National Grid Group plc, London
Electricity and each of the RECs, dated November 17, 1995.
</TABLE>
II-2
<PAGE>
<TABLE>
<C> <S>
*10.07 The (Pounds)1,250,000,000 Credit Facilities Agreement dated December
17, 1996 among Entergy Power UK plc, ABN AMRO Bank N.V., Bank of
America International Limited and Union Bank of Switzerland as
arrangers and ABN AMRO Bank N.V. as Agent for the banks named therein.
*12.01 Statement Re: Computation of Ratio of Earnings to Fixed Charges.
*21.01 List of subsidiaries of Entergy Power UK plc.
23.01 Consent of Coopers & Lybrand L.L.P.
*23.02 Consent of Linklaters & Paines (included in Exhibit 5.01 hereto).
*23.03 Consent of Richards, Layton & Finger, P.A., (included in Exhibit 5.02
hereto).
*23.04 Consent of Reid & Priest LLP (included in Exhibit 5.03 hereto).
24.01 Powers of Attorney of certain officers and directors of the Company
(included herein at page II-4).
*25.01 Statement of Eligibility under the Trust Indenture Act of The Bank of
New York, as Trustee for the Indenture for Unsecured Subordinated Debt
Securities relating to Preferred Securities.
*25.02 Statement of Eligibility under the Trust Indenture Act of The Bank of
New York, as Guarantee Trustee for the Guarantee Agreement in respect
of Entergy London Capital, L.P.
27.01 Financial Data Schedule.
</TABLE>
- --------
* To be filed by amendment
(b) Financial Statement Schedules
The following financial statement schedule is filed as part of this
Registration Statement:
Schedule II--Valuation and Qualifying Accounts.
ITEM 17. UNDERTAKINGS.
The undersigned registrants hereby undertake:
(1) That, for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrants pursuant to Rule
424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it was declared
effective.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating
to the securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(3) To provide to the underwriters at the closing specified in the
underwriting agreement certificates in such denominations and registered in
such names as required by the underwriters to permit prompt delivery to
each purchaser.
(4) That, insofar as indemnification for liabilities arising under the
Securities Act of 1933, may be permitted to directors, officers and
controlling persons of the registrants pursuant to the foregoing
provisions, or otherwise, the registrants have been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrants of expenses incurred
or paid by a director, officer or controlling person of the registrants in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrants will, unless in the opinion of
their counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by them is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
II-3
<PAGE>
POWER OF ATTORNEY
Each director and/or officer of the registrant whose signature appears below
hereby appoints Gerald D. McInvale, William J. Regan, Jr., Laurence M. Hamric
and Denise C. Redmann, and each of them severally, as his attorney-in-fact to
sign in his name and behalf, in any and all capacities stated below, and to
file with the Securities and Exchange Commission, any and all amendments,
including post-effective amendments, to this registration statement, and any
registration statement filed to register additional securities related to this
offering pursuant to Rule 462(b) under the Securities Act, and the registrants
hereby also appoint each such named person as their attorney-in-fact with like
authority to sign and file any such amendments or registration statement in
their name and behalf.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New Orleans, State of Louisiana, on the 11th day of August, 1997.
ENTERGY POWER UK plc
By: /s/ William J. Regan, Jr. _____
-------------------------
William J. Regan, Jr.
Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Edwin Lupberger Chairman of the Board, Chief August 11, 1997
____________________________________ Executive Officer and Director
Edwin Lupberger (Principal Executive Officer)
/s/ Gerald D. McInvale Executive Vice President, August 11, 1997
____________________________________ Chief Financial Officer and Director
Gerald D. McInvale (Principal Financial Officer)
/s/ Louis E. Buck Audit Controller August 11, 1997
____________________________________ (Principal Acounting Officer)
Louis E. Buck
/s/ Michael B. Bemis Director August 11, 1997
____________________________________
Michael B. Bemis
/s/ Terry L. Ogletree Director August 11, 1997
____________________________________
Terry L. Ogletree
/s/ William J. Regan, Jr. Authorized Representative August 11, 1997
____________________________________ in the United States
William J. Regan, Jr.
</TABLE>
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant, Entergy London Capital, L.P., certifies that it has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New Orleans, State of Louisiana, on
the 11th day of August, 1997.
ENTERGY LONDON CAPITAL, L.P.
By: Entergy Power UK plc, as General
Partner
/s/ William J. Regan, Jr.
By: _________________________________
Name: William J. Regan, Jr.
Title: Treasurer
II-6
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES
To the Boards of Directors and Shareholders of Entergy Power UK plc
and London Electricity plc:
In connection with our audits of the consolidated financial statements of
Entergy Power UK plc as of March 31, 1997 and for the period from October 9,
1996 (date of inception) to March 31, 1997 and London Electricity plc as of
March 31, 1996 and for the period from April 1, 1996 to January 31, 1997 and
the years ended March 31, 1996 and 1995, which financial statements are
included in this Prospectus, we have also audited the financial statement
schedules listed in Item 16 herein.
In our opinion, these financial statement schedules, when considered in
relation to the basic financial statements taken as a whole, present fairly,
in all material respects, the information required to be included therein.
COOPERS & LYBRAND L.L.P.
New Orleans, Louisiana
July 31, 1997
<PAGE>
LONDON ELECTRICITY PLC
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
FOR THE PERIOD FROM APRIL 1, 1996 TO JANUARY 31, 1997
AND FOR THE YEARS ENDED MARCH 31, 1996 AND 1995
(IN MILLIONS)
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- ------------ ---------------------- ----------- ------------
ADDITIONS
----------------------
DEDUCTIONS
BALANCE AT FROM BALANCE AT
BEGINNING OF CHARGED TO OTHER PROVISIONS END OF
DESCRIPTION PERIOD INCOME CHANGES (NOTE 1) PERIOD
----------- ------------ ----------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Period ended January 31,
1997
Accumulated Provisions
Deducted from Assets--
Doubtful Accounts... (Pounds) 8.7 (Pounds)6.4 (Pounds)-- (Pounds)4.2 (Pounds)10.9
============ =========== ========== =========== ============
Accumulated Provisions
Not Deducted from
Assets:
Insurance(2).......... (Pounds)16.0 (Pounds)1.5 (Pounds)-- (Pounds)5.8 (Pounds)11.7
============ =========== ========== =========== ============
Period ended March 31,
1996
Accumulated Provisions
Deducted from Assets--
Doubtful Accounts..... (Pounds) 8.5 (Pounds)0.7 (Pounds)-- (Pounds)0.5 (Pounds) 8.7
============ =========== ========== =========== ============
Accumulated Provisions
Not Deducted from
Assets:
Insurance(2).......... (Pounds)16.3 (Pounds)0.3 (Pounds)-- (Pounds)0.6 (Pounds)16.0
============ =========== ========== =========== ============
Period ended March 31,
1995
Accumulated Provisions
Deducted from Assets--
Doubtful Accounts..... (Pounds) 7.8 (Pounds)7.3 (Pounds)-- (Pounds)6.6 (Pounds) 8.5
============ =========== ========== =========== ============
Accumulated Provisions
Not Deducted from
Assets:
Insurance(2).......... (Pounds)12.7 (Pounds)5.6 (Pounds)-- (Pounds)2.0 (Pounds)16.3
============ =========== ========== =========== ============
</TABLE>
- --------
Notes:
(1) Deductions from provisions represent losses or expenses for which the
respective provisions were created. In the case of the provision for
doubtful accounts, such deductions are reduced by recoveries of amounts
previously written off.
(2) Represents the deductible portion of casualty losses to be incurred before
third party reimbursement begins.
<PAGE>
ENTERGY POWER UK PLC
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
FOR THE PERIOD FROM OCTOBER 9, 1996 (DATE OF INCEPTION) TO MARCH 31, 1997
(IN MILLIONS)
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- ------------ ------------------------ ----------- -------------
ADDITIONS
------------------------
DEDUCTIONS
BALANCE AT FROM
BEGINNING OF CHARGED TO OTHER PROVISIONS BALANCE AT
DESCRIPTION PERIOD INCOME CHANGES (NOTE 1) END OF PERIOD
----------- ------------ ----------- ------------ ----------- -------------
<S> <C> <C> <C> <C> <C>
Accumulated Provisions
Deducted from Assets--
Doubtful Accounts..... (Pounds)10.9 (Pounds)5.7 (Pounds) -- (Pounds)4.8 (Pounds) 11.8
============ =========== ============ =========== =============
Accumulated Provisions
Not Deducted from
Assets:
Insurance............. (Pounds)11.7 0.6 (Pounds) 12.3
Provision for
unfavorable
contracts............ (Pounds) -- (Pounds) -- (Pounds)99.5 (Pounds) .2 (Pounds) 99.3
------------ ----------- ------------ ----------- -------------
Total............... (Pounds)11.7 (Pounds) .6 (Pounds)99.5 (Pounds) .2 (Pounds)111.6
============ =========== ============ =========== =============
</TABLE>
- --------
Notes:
(1) Deductions from provisions represent losses or expenses for which the
respective provisions were created. In the case of the provision for
doubtful accounts, such deductions are reduced by recoveries of amounts
previously written off.
<PAGE>
EXHIBIT 23.01
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-1 of
our reports dated July 31, 1997, on our audits of the financial statements and
financial statement schedules of Entergy Power UK plc and London Electricity
plc. We also consent to the references to our firm under the caption
"Experts."
COOPERS & LYBRAND L.L.P.
New Orleans, Louisiana
August 8, 1997
<TABLE> <S> <C>
<PAGE>
<ARTICLE> UT
<CIK> 0001042730
<NAME> ENTERGY POWER UK PLC
<SUBSIDIARY>
<NUMBER> 036
<NAME> ENTERGY POWER UK PLC
<MULTIPLIER> 1,000,000
<CURRENCY> BRITISH POUNDS STERLING
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> OCT-09-1996
<PERIOD-END> MAR-31-1997
<EXCHANGE-RATE> 1.632
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,347
<OTHER-PROPERTY-AND-INVEST> 10
<TOTAL-CURRENT-ASSETS> 324
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 988
<TOTAL-ASSETS> 2,669
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 240
<RETAINED-EARNINGS> 8
<TOTAL-COMMON-STOCKHOLDERS-EQ> 248
0
0
<LONG-TERM-DEBT-NET> 1,143
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 142
<LONG-TERM-DEBT-CURRENT-PORT> 21
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,115
<TOT-CAPITALIZATION-AND-LIAB> 2,669
<GROSS-OPERATING-REVENUE> 234
<INCOME-TAX-EXPENSE> 5
<OTHER-OPERATING-EXPENSES> 38
<TOTAL-OPERATING-EXPENSES> 202
<OPERATING-INCOME-LOSS> 32
<OTHER-INCOME-NET> 6
<INCOME-BEFORE-INTEREST-EXPEN> 25
<TOTAL-INTEREST-EXPENSE> 13
<NET-INCOME> 8
0
<EARNINGS-AVAILABLE-FOR-COMM> 8
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 3
<CASH-FLOW-OPERATIONS> 64
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
