File No. 70-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM U-1
_________________________________
APPLICATION - DECLARATION
Under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
_________________________________
System Energy Resources, Inc. Entergy Corporation
1340 Echelon Parkway P.O. Box 61005
Jackson, Mississippi 39213 New Orleans, Louisiana 70161
Telephone: 601-368-5000 Telephone: 504-529-5262
Arkansas Power & Light Company Louisiana Power & Light Company
P.O. Box 551 639 Loyola Avenue
Little Rock, Arkansas 72203 New Orleans, Louisiana 70113
Telephone: 501-377-4000 Telephone: 504-569-4000
Mississippi Power & Light New Orleans Public Service Inc.
Company 639 Loyola Avenue
P.O. Box 1640 New Orleans, Louisiana 70113
Jackson, Mississippi 39205 Telephone: 504-569-4000
Telephone: 601-969-2311
(Names of companies filing this statement and addresses
of principal executive offices)
__________________________________
ENTERGY CORPORATION
(Name of top registered holding company
parent of each applicant or declarant)
_________________________________
Gerald D. McInvale
Senior Vice President and Chief Financial Officer
System Entergy Resources, Inc.
1340 Echelon Parkway
Jackson, Mississippi 39213
(Name and address of agent for service)
_____________________________________
The Commission is also requested to send copies
of communications in connection with this matter to:
Laurence M. Hamric, Esq. Robert B. McGehee, Esq.
Denise C. Redmann, Esq. Wise Carter Child & Caraway
Entergy Services, Inc. 600 Heritage Building
639 Loyola Avenue P.O. Box 651
P.O. Box 61000 Congress at Capitol
New Orleans, Louisiana 70113 Jackson, Mississippi 39205
(504) 576-2095 (601) 968-5500
Thomas J. Igoe, Jr., Esq. David P. Falck, Esq.
Reid & Priest Winthrop, Stimson, Putnam & Roberts
40 West 57th Street One Battery Park PlazaRoberts
New York, New York 10019 New York, New York 10004
(212) 603-2110 (212) 858-1438
Steven C. McNeal
Director - Corporate Finance
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, LA 70113
(504) 569-4363
<PAGE>
Item 1. Description of Proposed Transactions.
Section A. Overview
1. System Energy Resources, Inc. ("System Energy"), a
subsidiary of Entergy Corporation ("Entergy"), a registered holding
company under the Public Utility Holding Company Act of 1935
("Holding Company Act"), proposes from time to time through
December 31, 1996 (1) to issue and sell one or more series of its
First Mortgage Bonds in an aggregate principal amount not to exceed
$265 million ("Bonds"), and (2) to enter into arrangements for the
issuance and sale of tax-exempt revenue bonds in an aggregate
principal amount not to exceed $235 million ("Tax-Exempt Bonds") to
be issued in one or more series for the purpose of refinancing
outstanding tax-exempt Pollution Control Revenue Bonds issued for
the benefit of System Energy to finance pollution control
facilities, including the possible issuance and pledge of one or
more new series of the Company's First Mortgage Bonds in an
aggregate principal amount not to exceed $251 million ("Collateral
Bonds") as security for the Tax-Exempt Bonds. Each of these
proposed transactions is discussed in detail below.
Section B. Issuance and Sale of First Mortgage Bonds and
Related Matters
1. The Bonds will be issued under System Energy's Mortgage
and Deed of Trust, dated as of June 15, 1977, to United States
Trust Company of New York and Gerard F. Ganey (successor to Malcolm
J. Hood), as Trustees, as heretofore supplemented ("Mortgage"), and
as proposed to be further supplemented by additional Supplemental
Indenture(s).
2. Each series of Bonds will have such interest rate,
maturity date, redemption and sinking fund provisions, be secured
by such means, be sold in such manner and at such price and have
such other terms and conditions as shall be determined at the time
of sale.
3. Each series of Bonds will be issued on the basis of
unfunded property additions at the rate of 60% of such property
additions, retirement of outstanding First Mortgage Bonds or such
other bases as may be permissible under the Mortgage. Bonds
issued on the basis of property additions will be subject to an
earnings test as provided in the Mortgage. System Energy
presently expects to issue all of the Bonds against retired First
Mortgage Bonds, in which event it would not be required to meet
the Mortgage earnings test. System Energy undertakes to furnish
an exhibit detailing compliance with the Mortgage earnings test
if it proposes to issue any of the Bonds under circumstances
where the earnings test is applicable. The terms and conditions
of each series of Bonds and the related Supplemental Indenture
will be supplied to the Securities and Exchange Commission
("Commission") by amendment in this file, and such securities
will not be issued and sold until the Commission shall have
entered an order authorizing same.
4. In order to provide additional security for its
obligations with respect to each series of the Bonds, System Energy
may determine to enter into one or more assignments, for the
benefit of the holders of such Bonds, of its rights under the
Availability Agreement, dated as of June 21, 1974, as amended
("Availability Agreement"), pursuant to the terms of one or more
additional Assignments of Availability Agreement, Consent and
Agreement (each, an "Assignment"). In such event, Arkansas Power &
Light Company ("AP&L"), Louisiana Power & Light Company ("LP&L"),
Mississippi Power & Light Company ("MP&L") and New Orleans Public
Service Inc. ("NOPSI")(AP&L, LP&L, MP&L and NOPSI being hereinafter
referred to as the "System Operating Companies"), each of which is
a party to the Availability Agreement, will be required to consent
to and join in any such Assignment. (For further information with
respect to any such Assignment, reference is made to Exhibit B-2
hereto.)
5. In addition, as security for its obligations with respect
to each series of the Bonds, System Energy may determine to enter
into one or more assignments, for the benefit of the holders of
such Bonds, of its rights under the Capital Funds Agreement, dated
as of June 21, 1974 ("Capital Funds Agreement"), pursuant to the
terms of one or more additional Supplementary Capital Funds
Agreements and Assignments (each, a "Supplementary Agreement"). In
such event, Entergy, which is a party to the Capital Funds
Agreement, will be required to consent to and join in the
Supplementary Agreement. (For further information with respect to
the Supplementary Agreement, reference is made to Exhibit B-3
hereto.)
6. Under the Availability Agreement, each of the System
Operating Companies has agreed to pay System Energy each month, in
return for the right to receive capacity and energy from Grand Gulf
1 (a nuclear-powered electric generating station located in
Mississippi), such amounts as would be adequate (together with
other funds received by System Energy) to cover a certain
proportion of System Energy's operating expenses and interest
charges as defined therein. The benefits and rights of System
Energy under the Availability Agreement, as supplemented according
to the terms of successive agreements similar to the Assignment,
have been assigned to various creditors of System Energy since
1977.
7. Under the Capital Funds Agreement, Entergy has agreed to
furnish System Energy capital sufficient to enable System Energy
(a) to maintain a minimum 35 % equity ratio, as defined, (b) to pay
certain indebtedness when due, and (c) to continue the commercial
operation of Grand Gulf 1. Since 1977, System Energy has entered
into agreements similar to the Supplementary Agreement to secure
System Energy's creditor group. Such agreements extend terms
comparable to the Capital Funds Agreement to each specific creditor
group.
8. For further information with respect to the Availability
Agreement and the Capital Funds Agreement and previous assignments
of each such Agreement, reference is made to Exhibit B-9 filed
herewith and to File Nos. 70-5399, 70-5890, 70-6259, 70-6592, 70-
6600, 70-6913, 70-6985, 70-7021, 70-7026, 70-7123, 70-7158, 70-
7272, 70-7382,70-7533,70-7534, 70-7561 and 70-7946. Reference is
also made to the Commission's "Supplemental Memorandum in
Connection with Bond Financing", Rel. No. 23579, January 23, 1985.
9. System Energy may cause any series of the Bonds to be
sold by competitive bidding, negotiated underwritten public
offering or private placement with institutional investors.
10. System Energy proposes to use the net proceeds derived
from the issuance and sale of the Bonds for general corporate
purposes, including, but not limited to, the repayment of
outstanding securities when due and/or the possible redemption or
the acquisition of outstanding First Mortgage Bonds, as described
below, the payment of construction costs and nuclear fuel costs,
the repayment of short- and long-term borrowings and for other
working capital needs.
11. System Energy further proposes to use, in addition to, or
as an alternative for, the net proceeds from the issuance and sale
of the Bonds, other available funds to acquire and retire at any
time or from time to time prior to December 31, 1996, by means of
tender offer, open market, negotiated or other purchases, or
redemption, in whole or in part, prior to their respective
maturities, one or more series of System Energy's outstanding First
Mortgage Bonds ("Outstanding Bonds"). Certain of the Outstanding
Bonds may not be redeemed due to call or refunding restrictions.
Accordingly, System Energy may apply all or a portion of the
proceeds from the sale of the Bonds either to the purchase for cash
of all or a portion of one or more series of Outstanding Bonds
through tender offers, open market, negotiated, or other forms of
purchases or otherwise or to the redemption of such Outstanding
Bonds as are by their terms redeemable.
12. System Energy will not use the proceeds from the sale of
Bonds to enter into refinancing transactions unless (A) the
estimated present value savings derived from the net difference
between interest payments on a new issue of comparable securities
and those securities refunded or purchased is greater, on an after-
tax basis, than the present value of all repurchasing, redemption,
tendering and issuing costs, assuming an appropriate discount rate,
determined on the basis of the then estimated after-tax cost of
capital of Entergy and its subsidiaries on a consolidated basis, or
(B) System Energy shall have notified the Commission of the
proposed refinancing transaction (including the terms thereof) by
post-effective amendment hereto and obtained appropriate
supplemental authorization from the Commission to consummate such
transaction. System Entergy anticipates that the acquisition of
its outstanding Bonds so acquired (other than by redemption
provisions already applicable to such outstanding Bonds) will not
exceed $500 million in aggregate principal amount.
13. System Energy's construction expenditures (including
AFUDC but excluding nuclear fuel), essentially production
expenses, during the years 1995 and 1996 are estimated to be
approximately $21.9 million and $21.6 million, respectively. In
addition to construction expenditure requirements, System Energy
will require $250 million during the period 1995-1996 to meet
long-term debt maturities and to satisfy sinking fund
requirements.
Section C. Issuance and Sale of Tax-Exempt Bonds
and Related Matters
1. System Energy also may seek to enter into
arrangements for the issuance of Tax-Exempt Bonds pursuant
to which System Energy proposes from time to time through
December 31, 1996 to enter into one or more installment
purchase, refunding or other facilities agreements or one or
more supplements and/or amendments thereto (collectively, a
"Facilities Agreement") with one or more issuing
governmental authorities (each an "Issuer") which will
contemplate the issuance and sale by the Issuer(s) of one or
more series of Tax-Exempt Bonds in an aggregate principal
amount not to exceed $235 million pursuant to one or more
trust indentures and/or one or more supplements thereto
(collectively, the "Indenture") between the Issuer(s) and
one or more trustees (collectively, the "Trustee"). Each
series of Tax-Exempt Bonds will have such interest rate,
maturity date, redemption and sinking fund provisions, be
secured by such means, be sold in such manner and at such
price, and have such other terms and conditions as shall be
determined at the time of sale.
2. The proceeds of the sale of Tax-Exempt Bonds, net
of any underwriters' discounts or other expenses payable
from proceeds, will be applied to refinance certain
Pollution Control Revenue Bonds that were previously issued
to finance pollution control facilities at the Grand Gulf
Nuclear Station ("Facilities"). Pursuant to the terms of
each Facilities Agreement, the Issuer will pay to or provide
for the benefit of System Energy the total amount of the
proceeds of the Tax-Exempt Bonds and System Energy will
agree to pay amounts sufficient to pay the principal or
redemption price of, premium, if any, and interest on the
Tax-Exempt Bonds. Such payments will be made by System
Energy directly to the Trustee pursuant to the Indenture.
If the Facilities Agreement is in the form of an installment
purchase agreement, the Facilities may be transferred by
installment sale between the Issuer and System Energy.
Under the Facilities Agreement, System Energy may also be
obligated to pay (i) the fees and charges of the Trustee and
any registrar or paying agent under the Indenture, and, if
any, a Remarketing Agent and a Tender Agent as hereinafter
referred to, (ii) all expenses incurred by the Issuer in
connection with its rights and obligations under the
Facilities Agreement, (iii) all expenses necessarily
incurred by the Issuer or the Trustee under the Indenture in
connection with the transfer or exchange of Tax-Exempt
Bonds, and (iv) certain other fees and expenses.
3. The Indenture may provide that, upon the
occurrence of certain events relating to the operation of
the Facilities or the Facilities Agreement, Tax-Exempt Bonds
will be redeemable by the Issuer at the direction of System
Energy. Any series of Tax-Exempt Bonds may be made subject
to a mandatory cash sinking fund under which stated portions
of Tax-Exempt Bonds of such series are to be retired at
stated times. Tax-Exempt Bonds may be subject to mandatory
redemption in certain other cases. The payments by System
Energy in such circumstances shall be sufficient (together
with any other moneys held by the Trustee under the
Indenture and available therefor) to pay the principal of
all Tax-Exempt Bonds to be redeemed or retired, the premium,
if any, together with interest accrued or to accrue to the
redemption date on such bonds.
4. It is proposed that each series of the Tax-Exempt
Bonds mature not earlier than five years from the first day
of the month of issuance nor later than forty years from the
date of issuance. Tax-Exempt Bonds will be subject to
optional redemption by the Issuer, at the direction of
System Energy, in whole or in part at the redemption prices
(expressed as percentages of the principal amount thereof)
plus accrued interest to the redemption date, and at the
times, set forth in the Indenture.
5. The Facilities Agreement and the Indenture for
each series of Tax-Exempt Bonds may provide for a fixed
interest rate and/or for an adjustable interest rate as
hereinafter described. No series of Tax-Exempt Bonds would
be sold if the fixed interest rate or initial adjustable
interest rate thereon would exceed the lower of 13% or rates
generally obtained at the time of pricing for sales of tax-
exempt bonds having the same maturity, issued for the
benefit of companies of comparable credit quality and having
similar terms, conditions and features. At October 1, 1994,
such rate is estimated to be approximately 8% per annum for
tax-exempt bonds having a maturity of 30 years, no optional
redemption for the first ten years after initial issuance
and no Collateral Bonds (as defined above) or other security
arrangements. As to series having an adjustable interest
rate, the interest rate for Tax-Exempt Bonds of such series
during the first Rate Period (hereinafter referred to) would
be determined in discussions between System Energy and the
purchasers of such series from the Issuer and be based on
the current tax-exempt market rate for comparable bonds
having a maturity comparable to the length of the initial
Rate Period. Thereafter, for each Rate Period, the interest
rate on such Tax-Exempt Bonds would be that rate which
would, when set, be sufficient to remarket the Tax-Exempt
Bonds of such series at their principal amount. Such
subsequent interest rates would not be greater than rates
generally obtained at the time of remarketing of tax-exempt
bonds having the same maturity, issued for the benefit of
companies of comparable credit quality and having comparable
terms and would not exceed a specified maximum rate that
will not be greater than 15% per annum. Such interest rates
would be determined based upon the market rates for bonds of
comparable maturity and quality. Paragraphs 6 - 9 below
relate to Tax-Exempt Bonds having an adjustable interest
rate while such rate is adjustable.
6. The term "Rate Period", as used herein, means a
period during which the interest rate on such Tax-Exempt
Bonds of a particular series bearing an adjustable rate (or
method of determination of such interest rate) is fixed.
The initial Rate Period would commence on the date as of
which interest begins to accrue on such Tax-Exempt Bonds of
such series.
7. The Facilities Agreement and the Indenture would
provide that holders of Tax-Exempt Bonds would have the
right to tender or be required to tender their Tax-Exempt
Bonds and have them purchased at a price equal to the
principal amount thereof, plus any accrued and unpaid
interest thereon, on dates specified in, or established in
accordance with, the Indenture. A Tender Agent may be
appointed to facilitate the tender of any Tax-Exempt Bonds
by holders. Any holder of Tax-Exempt Bonds wishing to have
such Tax-Exempt Bonds purchased may be required to deliver
such Tax-Exempt Bonds during a specified period of time
preceding such purchase date to the Tender Agent, if one
shall be appointed, or to the Remarketing Agent appointed to
reoffer such tendered Tax-Exempt Bonds for sale.
8. Under the Facilities Agreement, System Energy
would be obligated to pay amounts equal to the amounts to be
paid by the Remarketing Agent or the Tender Agent pursuant
to the Indenture for the purchase of Tax-Exempt Bonds so
tendered, such amounts to be paid by System Energy on the
dates such payments by the Remarketing Agent or the Tender
Agent are to be made; provided, however, that the obligation
of System Energy to make any such payment under the
Facilities Agreement would be reduced by the amount of any
other moneys available therefor, including the proceeds of
the sale of such tendered Tax-Exempt Bonds by the
Remarketing Agent.
9. Upon the delivery of such Tax-Exempt Bonds by
holders to the Remarketing Agent or the Tender Agent for
purchase, the Remarketing Agent would use its best efforts
to sell such Tax-Exempt Bonds at a price equal to the
principal amount of such Tax-Exempt Bonds.
10. In order to obtain a more favorable rating on any
series of Tax-Exempt Bonds and, thereby, improve the
marketability thereof, System Energy may arrange for one or
more irrevocable letter(s) of credit (a "Letter of Credit")
for an aggregate amount up to $285 million from one or more
banks (the "Bank") in favor of the Trustee. In such event,
payments with respect to principal, premium, if any,
interest and purchase obligations in connection with such
series of Tax-Exempt Bonds, coming due during the term of
the Letter of Credit, which term would not exceed 10 years,
would be secured by, and payable from funds drawn under, the
Letter of Credit. In order to induce the Bank to issue the
Letter of Credit, System Energy would enter into a
Reimbursement Agreement ("Reimbursement Agreement") with the
Bank pursuant to which System Energy would agree to
reimburse the Bank immediately or within a specified period
(not to exceed 60 months) after the date of the draw for all
amounts drawn under Letter of Credit with interest thereon
at a rate not to exceed rates generally obtained at the time
of entering into the Reimbursement Agreement by companies of
comparable credit quality on letters of credit having
comparable terms and, in any event, not in excess of the New
York prime rate as published in The Wall Street Journal plus
2%.
11. It is anticipated that the Reimbursement Agreement
would require the payment by System Energy to the Bank of up-
front letter of credit fees not to exceed $100,000 and
annual fees not to exceed 1-1/4% of the face amount of the
letter of credit. Any such Letter of Credit would expire or
be terminable prior to the maturity date of the series of
Tax-Exempt Bonds the Letter of Credit supports and, in
connection with such expiration or termination, such series
of Tax-Exempt Bonds may be made subject to mandatory
redemption or purchase on or prior to the date of expiration
or termination of the Letter of Credit, subject to the right
of owners of Tax-Exempt Bonds of such series not to have
their Tax-Exempt Bonds redeemed or purchased. Provision may
be made, as to any such series of Tax-Exempt Bonds, for
extension of the term of the Letter of Credit or for the
replacement thereof, upon its expiration or termination, by
another Letter of Credit (having substantially the same
terms as the original Letter of Credit) from the Bank or a
different bank or banks.
12. In addition or as an alternative to the security
provided by a Letter of Credit, in order to obtain a more
favorable rating on Tax-Exempt Bonds and consequently
improve the marketability thereof, System Energy may (a)
determine to provide an insurance policy for the payment of
the principal of and/or interest and/or premium on one or
more series of Tax-Exempt Bonds, and/or (b) provide security
for holders of Tax-Exempt Bonds and/or the Bank by obtaining
the authentication of and pledging one or more new series of
First Mortgage Bonds ("Collateral Bonds") under the
Mortgage, as it may be supplemented. Premiums on any
insurance policies will not exceed the rate of premiums
generally obtained at the time of entering into the
insurance arrangements by companies of comparable credit
quality on insurance policies having comparable terms.
Collateral Bonds would be issued on the basis of unfunded
net property additions and/or retired bond credits and would
be delivered to the Trustee under the Indenture and/or the
Bank to evidence, in part, and secure System Energy's
obligations under the Facilities Agreement and/or System
Energy's obligation to reimburse the Bank under the
Reimbursement Agreement. These Collateral Bonds could be
issued in several ways. First, if Tax-Exempt Bonds bear a
fixed interest rate, Collateral Bonds could be issued in a
principal amount equal to the principal amount of such Tax-
Exempt Bonds and bear interest at a rate equal to the rate
of interest on such Tax-Exempt Bonds. Secondly, they could
be issued in a principal amount equivalent to the principal
amount of such Tax-Exempt Bonds plus an amount equal to
interest on those Bonds for a specified period. In such
case, Collateral Bonds would bear no interest. Thirdly,
Collateral Bonds could be issued in a principal amount
equivalent to the principal amount of such Tax-Exempt Bonds
plus an amount equal to interest on those Tax-Exempt Bonds
for a specified period, but carry a fixed interest rate that
would be lower than the fixed interest rate of the Tax-
Exempt Bonds. Fourthly, they could be issued in a principal
amount equivalent to the principal amount of Tax-Exempt
Bonds at an adjustable rate of interest, varying with such
Tax-Exempt Bonds but having a "cap" (not greater than 15%)
above which the interest on Collateral Bonds could not rise.
For further information with respect to the Reimbursement
Agreement, the proposed insurance arrangements and the
Collateral Bonds, reference is made to Exhibits A-3, A-5, B-
4, B-5, B-6 and B-7. System Energy will not use a
combination of Letter of Credit, insurance arrangements
and/or Collateral Bonds to secure any series of Tax-Exempt
Bonds unless the resulting effective interest cost savings
on such series is greater than the total cost of providing
such additional security.
13. Each series of the Collateral Bonds that bear
interest would bear interest at a fixed interest rate or
initial adjustable interest rate not to exceed 13%. The
maximum aggregate principal amount of the Collateral Bonds
to be issued would not exceed $251 million. The Collateral
Bonds would be in addition to the aggregate limitation on
the Bonds proposed in Section B above. The terms of the
Collateral Bonds relating to maturity, interest payment
dates, if any, redemption provisions and acceleration will
correspond to the terms of the related Tax-Exempt Bonds.
Upon issuance, the terms of each series of the Collateral
Bonds will not vary during the life of such series except
for the interest rate of any such series that bears interest
at an adjustable rate.
14. As additional security for its obligations to make
payments under the Facilities Agreement and/or as security
for its obligation to make payment on the Collateral Bonds,
System Energy may assign, for the benefit of the Trustee
under the Indenture and/or System Energy's Mortgage
Trustees, respectively, its Assignment. In such event, the
System Operating Companies will be required to consent to
and join in the Assignment. (For further information with
respect to any such Assignment, reference is made to Exhibit
B-2 hereto).
As additional security for its obligations to make
payments under the Facilities Agreement and/or as security
for its obligation to make payments on the Collateral Bonds,
System Energy may assign, for the benefit of the Trustee
under the Indenture and/or System Energy's Mortgage
Trustees, respectively, its rights under the Capital Funds
Agreement pursuant to the terms of a Supplementary
Agreement. In such event, Entergy will be required to
consent to and join in the Supplementary Agreement. (For
further information with respect to any such Supplementary
Agreement, reference is made to Exhibit B-3 hereto).
In the event the Tax-Exempt Bonds are secured by a
Letter of Credit, such Assignment and Supplementary
Agreement may be provided to the Bank furnishing such Letter
of Credit.
15. For further information with respect to the terms
of the Facilities Agreement and Indenture, reference is made
to Exhibits B-4, B-6 and B-7.
16. It is contemplated that Tax-Exempt Bonds may be
sold by the Issuer pursuant to arrangements with an
underwriter or a group of underwriters or by private
placement in a negotiated sale or sales. The underwriting
agreement or placement arrangements will provide that the
terms of Tax-Exempt Bonds, and their sale by the Issuer(s),
shall be satisfactory to System Energy, and System Energy
would provide certain related representations and certain
indemnities for liabilities arising from material
misstatements or omissions in disclosures made by System
Energy in connection with the issuance of Tax-Exempt Bonds.
System Energy understands that interest payable on Tax-
Exempt Bonds will not be included in the gross income of the
holders thereof for Federal income tax purposes under the
provisions of Section 103 of the Internal Revenue Code of
1986, as amended to the day of issuance of Tax-Exempt Bonds
(except for interest on any Tax-Exempt Bond during a period
in which it is held by a person who is a "substantial user"
of the Facilities or a "related person" within the meaning
of Section 147(a) of such Code). The interest rates on tax-
exempt bonds have been, and are expected to be, lower at the
time(s) of issuance of Tax-Exempt Bonds than the interest
rates on bonds of similar tenor, maturities and comparable
quality, interest on which is fully subject to Federal
income tax.
Section D. Other
The proceeds to be received from the issuance and
sale of the Bonds and Tax-Exempt Bonds will not be used to
invest directly or indirectly in an exempt wholesale
generator or foreign utility company, as defined in Section
32 and 33, respectively, of the Holding Company Act.
Item 2. Fees, Commissions and Expenses
The fees, commissions and expenses expected to be
incurred with respect to the transactions proposed in this
Application-Declaration will be supplied to the Commission by
amendment(s).
Item 3. Applicable Statutory Provisions
The sections of the Holding Company Act and rules
thereunder which the Applicants-Declarants consider applicable to
the proposed transactions are set forth below:
a. Issuance and sale of the Bonds - Sections 6(a) and 7
and Rules 23 and 24;
b. Assignments of Availability Agreement and Capital
Funds Agreement (the obligation of the System
Operating Companies and Entergy, respectively, to
indemnify System Energy under such Agreements) -
Section 12 (b) and Rule 45.
c. Tax-exempt financing of the Facilities:
(i) Disposition of the Section 12(d) and Rule 44
Facilities
to the Issuer(s)
(ii) Reacquisition of the Sections 9(a) and 10
Facilities from the
Issuer(s)
(iii) Refunding Agreements Sections 6(a) and 7
for refunding of
outstanding tax-exempt
bonds
(iv) Reimbursement Agreement Sections 6(a) and 7
(v) Issuance and Pledge Sections 6(a) and 7
of Collateral Bonds
(vi) Acquisition of Sections 9(a), 10, 12(c) and
outstanding tax-exempt Rule 42
bonds with proceeds
from issuance(s) of
Tax-Exempt Bonds
In the event that the Commission deems any other section
of the Holding Company Act or rule thereunder to be applicable, the
parties request that the Commission's order or orders herein also
be issued under and with respect to such other section or rule.
Item 4. Regulatory Approval
No Federal or State commission, other than the
Commission, has jurisdiction over the transactions proposed in this
Application-Declaration.
Item 5. Procedure
The parties request that the Commission's notice of
proposed transactions published pursuant to Rule 23(e) be issued by
November 15, 1994, or as soon thereafter as practicable,
and that the Commission's order authorizing the transactions
proposed in this proceeding be issued by December 15, 1994, or as
soon thereafter as practicable.
The parties hereby waive a recommended decision by a
hearing officer or any other responsible officer of the Commission;
agree that the Staff of the Division of Investment Management may
assist in the preparation of the Commission's decision; and request
that there be no waiting period between the issuance of the
Commission's order and the date it is to become effective.
Item 6. Exhibits and Financial Statements
Section A. Exhibits
*A-1 Mortgage and Deed of Trust, dated as of June
15, 1977, from System Entergy to United
States Trust Company of New York and Gerard
F. Ganey (successor to Malcolm J. Hood),
Trustees, as supplemented by nineteen (19)
Supplemental Indentures (filed, respectively,
as the exhibits and in the file numbers
indicated: A-1 in 70-5890 (Mortgage); B and
C to Rule 24 Certificate in 70-5890 (First);
B to Rule 24 Certificate in 70-6259 (Second);
20(a)-5 to Form 10-Q for the quarter ended
June 30, 1981, in 1-3517 (Third); A-1(e)-1 to
Rule 24 Certificate in 70-6985 (Fourth); B to
Rule 24 Certificate in 70-7021 (Fifth); B to
Rule 24 Certificate in 70-7021 (Sixth); A-
3(b) to Rule 24 Certificate in 70-7026
(Seventh); A-3(b) to Rule 24 Certificate in
70-7158 (Eighth); B to Rule 24 Certificate in
70-7123 (ninth); B-1 to Rule 24 Certificate
in 70-7272 (Tenth); B-2 to Rule 24
Certificate in 70-7272 (Eleventh); B-3 to
Rule 24 Certificate in 70-7272 (Twelfth); B-1
to Rule 24 Certificate in 70-7382
(Thirteenth); B-2 to Rule 24 Certificate in
70-7382 (Fourteenth); A-2(c) to Rule 24
Certificate in 70-7946 (Fifteenth); A-2(c) to
Rule 24 Certificate in 70-7946 (Sixteenth); A-
2(d) to Rule 24 Certificate in 70-7946
(Seventeenth); A-2(e) to Rule 24 Certificate
in 70-7946 (Eighteenth); and A-2(g) to Rule
24 Certificate in 70-7946 (Nineteenth).
**A-2 Proposed form of additional Supplemental
Indenture(s) to the Mortgage and Deed of
Trust relating to the Bonds.
**A-3 Proposed form of additional Supplemental
Indenture(s) to the Mortgage and Deed of
Trust relating to the Collateral Bonds.
**A-4 Proposed form of Bond.
**A-5 Proposed form of Collateral Bond.
**B-1 Proposed form of Underwriting or Purchase
Agreement for sale(s)
of the Bonds.
**B-2 Proposed form of assignment(s) of
Availability Agreement.
**B-3 Proposed form of assignment(s) of Capital
Funds Agreement.
**B-4 Proposed form of Indenture relating to the
Tax-Exempt Bonds.
**B-5 Proposed form of Reimbursement Agreement.
**B-6 Proposed form of Installment Sale Agreement.
**B-7 Proposed form of Refunding Agreement.
**B-8 Proposed form of Provisions relating to
Insurance.
B-9 Description of Availability and Capital Funds
Agreement and assignments thereof.
**C Registration Statement(s) relating to the
Bonds.
D Inapplicable.
E Inapplicable.
**F-1 Opinion of Wise Carter Child & Caraway,
Professional Association, counsel to System
Energy.
**F-2 Opinion of Reid & Priest, counsel to System
Energy.
**F-3 Opinion of Reid & Priest, counsel to Entergy.
**F-4 Opinion of Friday, Eldredge & Clark, counsel
to AP&L.
**F-5 Opinion of Monroe & Lemann, counsel to LP&L
and NOPSI.
**F-6 Opinion of Wise Carter Child & Caraway,
Professional Association, counsel to MP&L.
G Financial Data Schedule.
H Suggested Form of Notice of proposed
transactions for publication in the Federal
Register.
________________________
* Incorporated herein by reference as indicated.
** To be filled by amendment.
Section B. Financial Statements
Financial Statements of System Energy as of June 30, 1994
(reference also is made to Exhibit G hereto).
Financial Statements of Entergy and subsidiaries,
consolidated, as of June 30, 1994.
Notes to financial statements of System Energy and
Entergy and subsidiaries included in the Annual Report on Form
10-K for the fiscal year ended December 31, 1993 and the
Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 1994 (filed in File Nos. 1-9067 and 1-3517,
respectively, and incorporated by reference).
Except as reflected in the Financial Statements, no
material changes not in the ordinary course of business have
taken place since June 30, 1994.
Reference is made to Exhibit G hereto for a statement of
the proposed accounting treatment of the transactions herein
contemplated.
Item 7. Information as to Environmental Effects.
(a) As more fully described in Item 1, the proposed
transactions, subject to the jurisdiction of the Commission,
involve the financing activities of System Energy and, as such, do
not involve a major Federal action having a significant impact on
the human environment.
(b) Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, the undersigned companies have duly caused this
statement to be signed on their behalf by the undersigned thereunto
duly authorized.
SYSTEM ENERGY RESOURCES, INC.
ENTERGY CORPORATION
By: /s/ Lee W. Randall
Lee W. Randall
Vice President and Chief Accounting Officer
ARKANSAS POWER & LIGHT COMPANY
LOUISIANA POWER & LIGHT COMPANY
MISSISSIPPI POWER & LIGHT COMPANY
NEW ORLEANS PUBLIC SERVICE INC.
By: /s/ Lee W. Randall
Lee W. Randall
Vice President, Chief Accounting Officer
and Assistant Secretary
Dated: October 28, 1994
Exhibit B - 9
Description of Availability and Capital Funds
Agreement and Assignments
from System Energy's Annual Report on Form 10 K for the year
ended December 31, 1993.
Availability Agreement. The Availability Agreement was
entered into among System Energy and AP&L, LP&L, MP&L, and NOPSI
in 1974 in connection with the financing by System Energy of the
Grand Gulf Station. The Availability Agreement provided that
System Energy would join in the agreement among AP&L, LP&L, MP&L,
and NOPSI for the sharing of generating capacity and other
capacity and energy resources on or before the date for which
Grand Gulf 1 was placed in commercial operation. It also
provided that System Energy would make available to AP&L, LP&L,
MP&L, and NOPSI all capacity and energy available from System
Energy's share of the Grand Gulf Station. System Energy and
AP&L, LP&L, MP&L, and NOPSI further agreed that if this agreement
were terminated or if any of the parties thereto withdrew from
it, then System Energy would enter into a separate agreement with
all of such parties or the withdrawing party, as the case may be,
with respect to the purchase of capacity and energy on the same
terms as if this agreement were still controlling.
AP&L, LP&L, MP&L, and NOPSI also severally agreed to pay System
Energy monthly for the right to receive capacity and energy
available from the Grand Gulf Station in such amounts that (when
added to any amounts received by System Energy under the Unit
Power Sales Agreement, or otherwise) would be at least equal to
System Energy's total operating expenses for the Grand Gulf
Station (including depreciation at a specified rate) and interest
charges.
As amended to date, the Availability Agreement provides that (i)
the obligation of AP&L, LP&L, MP&L, and NOPSI for payments for
Grand Gulf 1 became effective upon commercial operation of Grand
Gulf 1 on July 1,1985, (ii) the sale of capacity and energy
generated by the Grand Gulf Station may be governed by a separate
power purchase agreement among System Energy and AP&L, LP&L,
MP&L, and NOPSI, (iii) the September 1989 write-off of System
Energy's investment in Grand Gulf 2, amounting to approximately
$900 million, will be amortized for Availability Agreement
purposes over 27 years rather than in the month the write-off was
recognized on System Energy's books and (iv) the allocation
percentages under the Availability Agreement are fixed as
follows: AP&L - 17.1%, LP&L - 26.9%, MP&L - 31.3% and NOPSI -
24.7%. As noted above, the Unit Power Sales Agreement provides
for different allocation percentages for sales of capacity and
energy from Grand Gulf 1. However, the allocation percentages
under the Availability Agreement remain in effect and would
govern payments made thereunder in the event of a shortfall of
funds available to System Energy from other sources, including
payments by AP&L, LP&L, MP&L, and NOPSI to System Energy under
the Unit Power Sales Agreement.
System Energy has assigned its rights to payments and advances
from AP&L, LP&L, MP&L, and NOPSI under the Availability Agreement
as security for its first mortgage bonds and reimbursement
obligations to certain banks providing the letters of credit in
connection with the equity funding of the sale and lease back
transactions described under "Sale and Lease back Arrangements--
System Energy" below. In these assignments, AP&L, LP&L, MP&L,
and NOPSI further agreed that in the event they were prohibited
by governmental action from making payments under the
Availability Agreement (if, for example, FERC reduced or
disallowed such payments as constituting excessive rates; see the
second succeeding paragraph), they would then make subordinated
advances to System Energy in the same amounts and at the same
times as the prohibited payments. System Energy would not be
allowed to repay these subordinated advances so long as it
remained in default under the related indebtedness or in other
similar circumstances.
Each of the assignment agreements relating to the Availability
Agreement provides that AP&L, LP&L, MP&L, and NOPSI shall make
payments directly to System Energy. However, if there is an
event of default, AP&L, LP&L, MP&L, and NOPSI shall make those
payments directly to the holders of indebtedness secured by such
assignment agreements. The payments shall be made pro rata
according to the amount of the respective obligations secured.
The obligations of AP&L, LP&L, MP&L, and NOPSI to make payments
under the Availability Agreement are subject to receipt and
continued effectiveness of all necessary regulatory approvals.
Sales of capacity and energy under the Availability Agreement
would require that the Availability Agreement be submitted to the
FERC for approval with respect to the terms of such sale. No
filing with the FERC has been required because sales of capacity
and energy from the Grand Gulf Station are being made under the
Unit Power Sales Agreement. Other aspects of the Availability
Agreement, including the obligations of AP&L, LP&L, MP&L, and
NOPSI to make subordinated advances, are subject to the
jurisdiction of the SEC under the Holding Company Act, which
approval has been obtained. If, for any reason, sales of
capacity and energy are made in the future pursuant to the
Availability Agreement, the jurisdictional portions of the
Availability Agreement would be submitted to the FERC for
approval. (Refer to the second preceding paragraph.)
Amounts that have been received by System Energy under the Unit
Power Sales Agreement have exceeded the amounts payable under the
Availability Agreement. Consequently, no payments under the
Availability Agreement by AP&L, LP&L, MP&L, and NOPSI have ever
been required. If AP&L, LP&L, MP&L or NOPSI became unable in
whole or in part to continue making payments to System Energy
under the Unit Power Sales Agreement, and System Energy were
unable to procure funds from other sources sufficient to cover
any potential shortfall between the amount owing under the
Availability Agreement and the amount of continuing payments
under the Unit Power Sales Agreement plus other funds then
available to System Energy, LP&L and NOPSI could become subject
to claims or demands by System Energy or its creditors for
payments or advances under the Availability Agreement or the
assignments thereof for the difference between their required
Unit Power Sales Agreement payments and their required
Availability Agreement payments. The amount, if any, which these
companies would become liable to pay or advance over and above
amounts they would be paying under the Unit Power Sales Agreement
for capacity and energy from Grand Gulf 1 would depend on a
variety of factors (especially the degree of any such shortfall
and System Energy's access to other funds). It cannot be
predicted whether any such claims or demands, if made and upheld,
could be satisfied. In NOPSI's case, if any such claims or
demands were upheld, the holders of NOPSI's outstanding general
and refunding mortgage bonds could require redemption of their
bonds at par. The ability of AP&L, LP&L, MP&L, and NOPSI to
sustain payments under the Availability Agreement and the
assignments thereof in material amounts without substantially
equivalent recovery from their customers could be limited by
their respective available cash resources and financing
capabilities at the time.
The ability of AP&L, LP&L, MP&L, and NOPSI to recover from their
customers payments made under the Availability Agreement, or
under the assignments thereof, would depend upon the outcome of
regulatory proceedings before the state and local regulatory
authorities having jurisdiction. In view of the controversies
that arose over the allocation of capacity and energy from Grand
Gulf 1 pursuant to the Unit Power Sales Agreement, opposition to
recovery would be likely and the outcome of such proceedings,
should they occur, is not predictable.
Capital Funds Agreement. System Energy and Entergy have
entered into the Capital Funds Agreement whereby Entergy has
agreed to supply to System Energy sufficient capital to (1)
maintain System Energy's equity capital at an amount equal to a
minimum of 35% of its total capitalization (excluding short-term
debt), and (2) permit the continuation of commercial operation of
Grand Gulf 1 and to pay in full all indebtedness for borrowed
money of System Energy when due under any circumstances. (Refer
to the second preceding paragraph.)
Entergy has entered into various supplements to the Capital
Funds Agreement, and System Energy has assigned its rights
thereunder as security for its first mortgage bonds and
reimbursement obligations to certain banks providing letter of
credit in connection with the equity funding of the sale and
leaseback transactions described under "Sale and Leaseback
Arrangements - System Entergy," below. Each such supplement
provides that permitted indebtedness for borrowed money incurred
by System Energy in connection with the financing of the Grand
Gulf Station may be secured by System Energy's rights under the
Capital Funds Agreement on a pro rata basis (except for the
Specific Payments, as hereinafter defined). In addition, in the
particular supplements to the Capital Funds Agreement relating to
the specific indebtedness being secured, Entergy has agreed to
make cash capital contributions to System Energy sufficient to
enable System Energy to make payments when due on such
indebtedness (Specific Payments).
Except with respect to the Specific Payments, which have
been approved by the SEC under the Holding Company Act, the
performance by both Entergy and System Energy of their
obligations under the Capital Funds Agreement, as supplemented,
is subject to the receipt and continued effectiveness of all
governmental authorizations necessary to permit such performance,
including approval by the SEC under the Holding Company Act.
Each of the supplemental agreements provides that Entergy shall
make its payments directly to System Energy. However, if there
is an event of default, Entergy shall make those payments
directly to the holders of indebtedness secured by the
supplemental agreements. The payments (other than the Specific
Payments) shall be made pro rata according to the amount of the
respective obligations secured by the supplemental agreements.
EXHIBIT H
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- ; 70- )
SYSTEM ENERGY RESOURCES, INC., ET AL.
Notice of Proposal to Issue and Sell up to $265 Million of First
Mortgage Bonds and to enter into arrangements for the issuance of up
to $235 Million of Tax-Exempt Bonds, including the proposed issuance
of up to $251 million in Collateral First Mortgage Bonds.
(DATE)
System Energy Resources, Inc. ("System Energy"), Echelon
One, 1340 Echelon Parkway, Jackson, Mississippi 39213, Arkansas Power
& Light Company ("AP&L"), 425 West Capitol, 40th Floor, Little Rock,
Arkansas 72201, Louisiana Power & Light Company ("LP&L"), 639 Loyola
Avenue, New Orleans, Louisiana 70113, Mississippi Power & Light
Company ("MP&L"), 308 East Pearl Street, Jackson, Mississippi 39201,
New Orleans Public Service Inc. ("NOPSI"), 639 Loyola Avenue, New
Orleans, Louisiana 70113, and Entergy Corporation ("Entergy"), 225
Baronne Street, New Orleans, Louisiana 70112, a registered holding
company, have filed an application-declaration with this Commission
pursuant to Sections 6, 7, 9, 10 and 12 of the Public Utility Holding
Company Act of 1935 ("Act") and Rules 23, 24, 42 and 44 thereunder.
System Energy proposes from time to time through December
31, 1996 (1) to issue and sell one or more series of its First
Mortgage Bonds in an aggregate principal amount not to exceed $265
million ("Bonds"), and (2) to enter into arrangements for the issuance
and sale of tax-exempt revenue bonds ("Tax-Exempt Bonds") in an
aggregate principal amount not to exceed $235 million to be issued in
one or more series for the purpose of refinancing certain outstanding
tax-exempt Pollution Control Revenue Bonds issued for the benefit of
System Entergy to finance pollution control facilities, including the
possible issuance and pledge of one or more new series of System
Energy's First Mortgage Bonds in an aggregate principal amount not to
exceed $251 million ("Collateral Bonds") as security for the Tax-
Exempt Bonds. The Bonds will be issued under System Energy's Mortgage
and Deed of Trust, dated as of June 15, 1977, to United States Trust
Company of New York and Gerard F. Ganey (successor to Malcolm J.
Hood), as Trustees, as heretofore supplemented ("Mortgage"), and as
proposed to be further supplemented by additional Supplemental
Indentures. Each series of Bonds will have such interest rate,
maturity date, redemption and sinking fund provisions, be secured by
such means and sold in such manner and at such price and have such
other terms and conditions as shall be determined at the time of sale.
In order to provide additional security for its obligations with
respect to the Bonds, System Energy may determine to enter into one or
more assignments, for the benefit of the holders of the Bonds, of its
rights under the Availability Agreement, dated as of June 21, 1974, as
amended ("Availability Agreement"), pursuant to the terms of one or
more additional Assignments of Availability Agreement, Consent and
Agreement ("Assignments"). In such event, AP&L, LP&L, MP&L and NOPSI,
parties to the Availability Agreement, will be required to consent to
and join in any such Assignments. Furthermore, System Energy may
determine to enter into one or more assignments, for the benefit of
the holders of the Bonds, of its rights under the Capital Funds
Agreement, dated as of June 21, 1974 ("Capital Funds Agreement"),
pursuant to the terms of one or more additional Supplementary Capital
Funds Agreement and Assignments ("Supplementary Agreements"). In such
event, Entergy, which is a party to the Capital Funds Agreement, will
be required to consent to and join in any such Supplementary
Agreements.
System Energy may cause any series of the Bonds to be sold
by competitive bidding, negotiated underwritten public offering or
private placement with institutional investors. System Energy further
proposes to use the net proceeds derived from the issuance and sale of
the Bonds for general corporate purposes, including, but not limited
to, (i) the acquisition and retirement, by means of tender offer, or
open market, negotiated or other forms of purchases, or redemption in
whole or in part, prior to their respective maturities, of one or more
series of System Energy's outstanding First Mortgage Bonds, (ii) the
payment of construction costs and nuclear fuel costs, (iii) the
repayment of long- and short-term borrowings and/or (iv) other working
capital needs.
System Energy also may seek to enter into
arrangements for the issuance of Tax-Exempt Bonds pursuant
to which System Energy proposes from time to time through
December 31, 1996 to enter into one or more installment
purchase, refunding or other facilities agreements or one or
more supplements and/or amendments thereto (collectively, a
"Facilities Agreement") with one or more issuing
governmental authorities (each an "Issuer") which will
contemplate the issuance and sale by the Issuer(s) of one or
more series of Tax-Exempt Bonds in an aggregate principal
amount not to exceed $235 million pursuant to one or more
trust indentures and/or one or more supplements thereto
(collectively, the "Indenture") between the Issuer(s) and
one or more trustees (collectively, the "Trustee"). Each
series of Tax-Exempt Bonds will have such interest rate,
maturity date, redemption and sinking fund provisions, be
secured by such means, be sold in such manner and at such
price, and have such other terms and conditions as shall be
determined at the time of sale.
System Energy proposes to use the proceeds of the
sale of Tax-Exempt Bonds, net of any underwriters' discounts
or other expenses payable from proceeds, to refinance
certain Pollution Control Revenue Bonds that were previously
issued to finance pollution control facilities at the Grand
Gulf Nuclear Station ("Facilities"). Pursuant to the terms
of each Facilities Agreement, the Issuer will pay to or
provide for the benefit of System Energy the total amount of
the proceeds of the Tax-Exempt Bonds and System Energy will
agree to pay amounts sufficient to pay the principal or
redemption price of, premium, if any, and interest on the
Tax-Exempt Bonds. Such payments will be made by System
Energy directly to the Trustee pursuant to the Indenture.
If the Facilities Agreement is in the form of an installment
purchase agreement, the Facilities may be transferred by
installment sale between the Issuer and System Energy.
Under the Facilities Agreement, System Energy will also be
obligated to pay certain fees incurred in the transactions.
It is proposed that each series of the Tax-Exempt
Bonds mature not earlier than five years from the first day
of the month of issuance nor later than forty years from the
date of issuance. Tax-Exempt Bonds will be subject to
optional redemption by the Issuer, at the direction of
System Energy, in whole or in part at the redemption prices
(expressed as percentages of the principal amount thereof)
plus accrued interest to the redemption date, and at the
times, set forth in the Indenture.
The Facilities Agreement and the Indenture will
provide for either a fixed interest rate and/or for an
adjustable interest rate for each series of Tax-Exempt
Bonds. No series of Tax-Exempt Bonds would be sold if the
fixed interest rate or initial adjustable interest rate
thereon would exceed the lower of 13% or rates generally
obtained at the time of pricing for sales of tax-exempt
bonds having the same maturity, issued for the benefit of
companies of comparable credit quality and having similar
terms, conditions and features, or if subsequent interest
rates for adjustable interest rate Tax-Exempt Bonds would
exceed 13%.
In order to obtain a more favorable rating on any
series of Tax-Exempt Bonds and, thereby, improve the
marketability thereof, System Energy may arrange for one or
more irrevocable letter(s) of credit (a "Letter of Credit")
for an aggregate amount up to $285 million from one or more
banks (the "Bank") in favor of the Trustee. In such event,
payments with respect to principal, premium, if any,
interest and purchase obligations in connection with such
series of Tax-Exempt Bonds, coming due during the term of
the Letter of Credit, which term would not exceed 10 years,
would be secured by, and payable from funds drawn under, the
Letter of Credit. In order to induce the Bank to issue the
Letter of Credit, System Energy would enter into a
Reimbursement Agreement ("Reimbursement Agreement") with the
Bank pursuant to which System Energy would agree to
reimburse the Bank immediately or within a specified period
(not to exceed 60 months) after the date of the draw for all
amounts drawn under Letter of Credit with interest thereon
at a rate not to exceed rates generally obtained at the time
of entering into the Reimbursement Agreement by companies of
comparable credit quality on letters of credit having
comparable terms and, in any event, not in excess of the New
York prime rate as published in The Wall Street Journal plus
2%.
It is anticipated that the Reimbursement Agreement
would require the payment by System Energy to the Bank of up-
front letter of credit fees not to exceed $100,000 and
annual fees not to exceed 1-1/4% of the face amount of the
Letter of Credit. Any such Letter of Credit would expire or
be terminable prior to the maturity date of the series of
Tax-Exempt Bonds that Letter of Credit supports and, in
connection with such expiration or termination, such series
of Tax-Exempt Bonds may be made subject to mandatory
redemption or purchase on or prior to the date of expiration
or termination of the Letter of Credit, subject to the right
of owners of Tax-Exempt Bonds of such series not to have
their Tax-Exempt Bonds redeemed or purchased. Provision may
be made, as to any such series of Tax-Exempt Bonds, for
extension of the term of the Letter of Credit or for the
replacement thereof, upon its expiration or termination, by
another Letter of Credit (having substantially the same
terms as the original Letter of Credit) from the Bank or a
different bank or banks.
In addition or as an alternative to the security
provided by a Letter of Credit, in order to obtain a more
favorable rating on Tax-Exempt Bonds and consequently
improve the marketability thereof, System Energy may (a)
determine to provide an insurance policy for the payment of
the principal of and/or interest and/or premium on one or
more series of Tax-Exempt Bonds, and/or (b) provide security
for holders of Tax-Exempt Bonds and/or the Bank by obtaining
the authentication of and pledging one or more new series of
First Mortgage Bonds ("Collateral Bonds") under the
Mortgage, as it may be supplemented. Premiums on any
insurance policies will not exceed the rate of premiums
generally obtained at the time of entering into the
insurance arrangements by companies of comparable credit
quality on insurance policies having comparable terms.
Collateral Bonds would be issued on the basis of unfunded
net property additions and/or retired bond credits and would
be delivered to the Trustee under the Indenture and/or the
Bank to evidence, in part, and secure System Energy's
obligations under the Facilities Agreement and/or System
Energy's obligation to reimburse the Bank under the
Reimbursement Agreement. These Collateral Bonds could be
issued in several ways. First, if Tax-Exempt Bonds bear a
fixed interest rate, Collateral Bonds could be issued in a
principal amount equal to the principal amount of such Tax-
Exempt Bonds and bear interest at a rate equal to the rate
of interest on such Tax-Exempt Bonds. Secondly, they could
be issued in a principal amount equivalent to the principal
amount of such Tax-Exempt Bonds plus an amount equal to
interest on those Bonds for a specified period. In such
case, Collateral Bonds would bear no interest. Thirdly,
Collateral Bonds could be issued in a principal amount
equivalent to the principal amount of such Tax-Exempt Bonds
plus an amount equal to interest on those Tax-Exempt Bonds
for a specified period, but carry a fixed interest rate that
would be lower than the fixed interest rate of the Tax-
Exempt Bonds. Fourthly, they could be issued in a principal
amount equivalent to the principal amount of Tax-Exempt
Bonds at an adjustable rate of interest, varying with such
Tax-Exempt Bonds but having a "cap" (not greater than 13%)
above which the interest on Collateral Bonds could not rise.
System Energy will not use a combination of Letter of
Credit, insurance arrangements and/or Collateral Bonds to
secure any series of Tax-Exempt Bonds unless the resulting
effective interest cost savings on such series is greater
than the total cost of providing such additional security.
Each series of the Collateral Bonds that bear
interest would bear interest at a fixed interest rate or
initial adjustable interest rate not to exceed 13%. The
maximum aggregate principal amount of the Collateral Bonds
to be issued would not exceed $251 million. The terms of
the Collateral Bonds relating to maturity, interest payment
dates, if any, redemption provisions and acceleration will
correspond to the terms of the related Tax-Exempt Bonds.
Upon issuance, the terms of each series of the Collateral
Bonds will not vary during the life of such series except
for the interest rate of any such series that bears interest
at an adjustable rate.
The application-declaration and any amendments thereto are
available for public inspection through the Commission's Office of
Public Reference. Interested persons wishing to comment or request a
hearing should submit their views in writing by [_______, 1994], to
the Secretary, Securities and Exchange Commission, Washington, D.C.
20549 and serve a copy on the applicants-declarants at the addresses
specified above. Proof of service (by affidavit or, in the case of an
attorney-at-law, by certificate) should be filed with the request. Any
request for hearing shall identify specifically the issues of fact or
law that are disputed. Any person who so requests will be notified of
any hearing, if ordered, and will receive a copy of any notice or
order issued in this matter. After said date, the application-
declaration, as filed or as it may be amended, may be granted and
permitted to become effective.
For the Commission, by the Division of Investment
Management, pursuant to delegated authority.
_________________________________
Secretary
FINANCIAL STATEMENTS
_________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-1
SYSTEM ENERGY RESOURCES, INC.
___________________________________________
AS OF JUNE 30, 1994
(Unaudited)
_____________________________________________
Pages 1 through 5
<PAGE>
SYSTEM ENERGY RESOURCES, INC.
JOURNAL ENTRIES
(in Thousands)
Entries to give effect to the sale of an aggregate principal
amount not to exceed $265 million of New First Mortgage Bonds and
$235 million of Tax-Exempt Bonds and the refunding of up to $250
million of outstanding First Mortgage Bonds and $134 million of
outstanding Tax-Exempt Bonds.
Entry No. 1
Cash................................... $500,000,000
New First Mortgage Bonds................... $265,000,000
New Tax-Exempt Bonds....................... $235,000,000
To record the sale of $265,000,000 of New First Mortgage Bonds
and $235,000,000 of New Tax-Exempt Bonds.
Entry No. 2
First Mortgage Bonds.................... $250,000,000
Tax-Exempt Bonds........................ $134,000,000
Cash...................................... $384,000,000
To record the acquisition of $250,000,000 aggregate principal
amount of Outstanding First Mortgage Bonds and $134,000,000
aggregate principal amount of Outstanding Tax-Exempt Bonds.
Entry No. 3
Interest on Long-term Debt......... $ 2,425,000
Cash.......................................... $ 2,425,000
To record the net increase in interest expense due to the
issuance and acquisition of First Mortgage and Tax-Exempt Bonds.
Entry No. 4
Cash.................................... $ 928,000
Income Taxes............................... $ 928,000
To record the net decrease in income taxes due to the net
increase in interest expense associated with the issuance and
acquisition of the First Mortgage and Tax-Exempt Bonds.
Decrease in interest expense..... $2,425,000
Statutory Composite Federal and
State Income Tax Rate of 38.25%.. $ 928,000
<PAGE>
<TABLE>
<CAPTION>
SYSTEM ENERGY RESOURCES, INC.
PRO FORMA BALANCE SHEET
JUNE 30, 1994
(In Thousands)
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
ASSETS Transactions Filing Transactions
(In Thousands)
<S> <C> <C> <C>
Utility Plant:
Electric $3,027,236 $3,027,236
Electric plant under lease 438,136 438,136
Construction work in progress 43,941 43,941
Nuclear fuel under capital lease 63,899 63,899
---------- -------- ----------
Total 3,573,212 0 3,573,212
Less - accumulated depreciation 718,198 718,198
---------- -------- ----------
Utility plant - net 2,855,014 0 2,855,014
---------- -------- ----------
Other Investments:
Decommissioning trust fund 28,734 28,734
---------- -------- ----------
Current Assets:
Cash and cash equivalents:
Cash - $114,503 114,503
Temporary cash investments - at cost,
which approximates market:
Associated companies 65,563 65,563
Other 112,244 112,244
---------- -------- ----------
Total cash and cash equivalents 177,807 114,503 292,310
Accounts receivable:
Associated companies 70,458 70,458
Other 3,908 3,908
Materials and supplies - at average cost 71,982 71,982
Recoverable income taxes 60,000 60,000
Prepayments and other 6,228 6,228
---------- -------- ----------
Total 390,383 114,503 504,886
---------- -------- ----------
Deferred Debits and Other Assets:
Recoverable income taxes 5,741 5,741
SFAS 109 regulatory asset - net 385,844 385,844
Unamortized loss on reacquired debt 56,718 56,718
Other 130,589 130,589
---------- -------- ----------
Total 578,892 0 578,892
---------- -------- ----------
TOTAL $3,853,023 $114,503 $3,967,526
========== ======== ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SYSTEM ENERGY RESOURCES, INC.
PRO FORMA BALANCE SHEET
JUNE 30, 1994
(In Thousands)
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
CAPITALIZATION AND LIABILITIES Transactions Filing Transactions
(In Thousands)
<S> <C> <C> <C>
Capitalization:
Common stock, no par value, authorized
1,000,000 shares; issued and
outstanding 789,350 shares $789,350 $789,350
Paid-in capital 7 7
Retained earnings 196,036 ($1,497) 194,539
---------- -------- ----------
Total common shareholder's equity 985,393 (1,497) 983,896
Long-term debt 1,542,648 116,000 1,658,648
---------- -------- ----------
Total 2,528,041 114,503 2,642,544
---------- -------- ----------
Other Noncurrent Liabilities:
Obligations under capital leases 8,898 8,898
Other 18,375 18,375
---------- -------- ----------
Total 27,273 27,273
---------- -------- ----------
Current Liabilities:
Currently maturing long-term debt 200,000 200,000
Accounts payable:
Associated companies 9,587 9,587
Other 23,781 23,781
Taxes accrued 10,032 10,032
Interest accrued 42,352 42,352
Obligations under capital leases 55,000 55,000
Other 1,136 1,136
---------- -------- ----------
Total 341,888 0 341,888
---------- -------- ----------
Deferred Credits:
Accumulated deferred income taxes 782,702 782,702
Accumulated deferred investment
tax credits 112,111 112,111
Other 61,008 61,008
---------- -------- ----------
Total 955,821 955,821
---------- -------- ----------
TOTAL $3,853,023 $114,503 $3,967,526
========== ======== ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SYSTEM ENERGY RESOURCES, INC.
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED JUNE 30, 1994
(In Thousands)
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
Transactions Filing Transactions
(In Thousands)
<S> <C> <C> <C>
Operating Revenues: $631,677 $631,677
---------- -------- ----------
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses 36,175 36,175
Other operation and maintenance 135,485 135,485
Depreciation and decommissioning 91,469 91,469
Taxes other than income taxes 27,227 27,227
Income taxes 80,868 ($928) 79,940
---------- -------- ----------
Total 371,224 (928) 370,296
---------- -------- ----------
Operating Income 260,453 928 261,381
---------- -------- ----------
Other Income (Deductions):
Allowance for equity funds used
during construction 1,145 1,145
Miscellaneous - net 6,088 6,088
Income taxes 1,530 1,530
---------- -------- ----------
Total 8,763 8,763
---------- -------- ----------
Interest Charges:
Interest on long-term debt 174,296 174,296
Other interest - net 8,371 2,425 10,796
Allowance for borrowed funds used
during construction (1,089) (1,089)
---------- -------- ----------
Total 181,578 2,425 184,003
---------- -------- ----------
Net Income $87,638 ($1,497) $86,141
========== ======== ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SYSTEM ENERGY RESOURCES, INC.
PRO FORMA STATEMENT OF RETAINED EARNINGS
TWELVE MONTHS ENDED JUNE 30, 1994
(In Thousands)
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
Transactions Filing Transactions
(In Thousands)
<S> <C> <C> <C>
Retained Earnings - Beginning of period $356,998 $356,998
Add:
Net income 87,638 ($1,497) 86,141
---------- -------- ----------
Total 444,636 (1,497) 443,139
---------- -------- ----------
Deduct:
Dividends declared 248,600 248,600
---------- -------- ----------
Retained Earnings - End of period $196,036 ($1,497) $194,539
========== ======== ==========
</TABLE>
FINANCIAL STATEMENTS
_________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-1
ENTERGY CORPORATION
AND SUBSIDIARIES CONSOLIDATED
___________________________________________
AS OF JUNE 30, 1994
(Unaudited)
_____________________________________________
Pages 1 through 4
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 1994
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
ASSETS Transaction Filing Transaction
(In Thousands)
<S> <C> <C> <C>
Utility Plant:
Electric $21,012,813 $21,012,813
Plant acquisition adjustment - GSU 373,986 373,986
Electric plant under leases 664,531 664,531
Property under capital leases - electric 170,599 170,599
Natural gas 158,249 158,249
Steam products 75,586 75,586
Construction work in progress 615,672 615,672
Nuclear fuel under capital leases 299,730 299,730
Nuclear fuel 48,114 48,114
----------- -------- -----------
Total 23,419,280 23,419,280
Less - accumulated depreciation
and amortization 7,408,935 7,408,935
----------- -------- -----------
Utility plant - net 16,010,345 16,010,345
----------- -------- -----------
Other Property and Investments:
Decommissioning trust funds 197,560 197,560
Other 188,128 188,128
----------- -------- -----------
Total 385,688 385,688
----------- -------- -----------
Current Assets:
Cash and cash equivalents:
Cash 40,204 40,204
Temporary cash investments - at cost,
which approximates market 375,039 $114,503 489,542
----------- -------- -----------
Total cash and cash equivalents 415,243 114,503 529,746
Special deposits 46,579 46,579
Notes receivable 16,455 16,455
Accounts receivable:
Customer (less allowance for doubtful
accounts of $8.6 million) 355,921 355,921
Other 70,109 70,109
Accrued unbilled revenues 291,188 291,188
Fuel inventory 80,481 80,481
Materials and supplies - at average cost 362,364 362,364
Rate deferrals 359,943 359,943
Prepayments and other 103,852 103,852
----------- -------- -----------
Total 2,102,135 114,503 2,216,638
----------- -------- -----------
Deferred Debits and Other Assets:
Rate deferrals 1,688,911 1,688,911
SFAS 109 regulatory asset - net 1,389,180 1,389,180
Long-term receivables 240,320 240,320
Unamortized loss on reacquired debt 242,211 242,211
Other 642,514 642,514
----------- -------- -----------
Total 4,203,136 4,203,136
----------- -------- -----------
TOTAL $22,701,304 $114,503 $22,815,807
=========== ======== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 1994
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
CAPITALIZATION AND LIABILITIES Transactions Filing Transactions
(In Thousands)
<S> <C> <C> <C>
Capitalization:
Common stock, $0.01 par value,
authorized 500,000,000 shares;
issued 231,219,737 shares $2,312 $2,312
Paid-in capital 4,224,208 4,224,208
Retained earnings 2,318,200 ($1,497) 2,316,703
Less - treasury stock (2,784,708 shares) 88,298 88,298
----------- -------- -----------
Total common shareholders' equity 6,456,422 (1,497) 6,454,925
Preference stock 150,000 150,000
Subsidiaries' preferred stock:
Without sinking fund 550,955 550,955
With sinking fund 322,794 322,794
Long-term debt 7,349,044 116,000 7,465,044
----------- -------- -----------
Total 14,829,215 114,503 14,943,718
----------- -------- -----------
Other Noncurrent Liabilities:
Obligations under capital leases 282,297 282,297
Other 279,833 279,833
----------- -------- -----------
Total 562,130 562,130
----------- -------- -----------
Current Liabilities:
Currently maturing long-term debt 292,975 292,975
Notes payable 149,867 149,867
Accounts payable 363,043 363,043
Customer deposits 131,314 131,314
Taxes accrued 146,147 146,147
Accumulated deferred income taxes 100,660 100,660
Interest accrued 195,352 195,352
Dividends declared 14,041 14,041
Obligations under capital leases 186,723 186,723
Other 128,275 128,275
----------- -------- -----------
Total 1,708,397 1,708,397
----------- -------- -----------
Deferred Credits:
Accumulated deferred income taxes 3,826,960 3,826,960
Accumulated deferred investment
tax credits 769,777 769,777
Other 1,004,825 1,004,825
----------- -------- -----------
Total 5,601,562 5,601,562
----------- -------- -----------
TOTAL $22,701,304 $114,503 $22,815,807
=========== ======== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA STATEMENT OF CONSOLIDATED INCOME
TWELVE MONTHS ENDED JUNE 30, 1994
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
Transactions Filing Transactions
(In Thousands)
<S> <C> <C> <C>
Operating Revenues:
Electric $5,337,521 $5,337,521
Natural gas 120,072 120,072
Steam products 23,567 23,567
----------- -------- -----------
Total 5,481,160 5,481,160
----------- -------- -----------
Operating Expenses:
Operation and maintenance:
Fuel, fuel-related expenses,
and gas purchased for resale 1,225,776 1,225,776
Purchased power 377,166 377,166
Nuclear refueling outage expenses 81,906 81,906
Other operations and maintenance 1,264,354 1,264,354
Depreciation and decommissioning 545,993 545,993
Taxes other than income taxes 245,026 245,026
Income taxes 271,758 ($928) 270,830
Rate Deferrals:
Rate Deferrals (25) (25)
Amortization of rate deferrals 349,377 349,377
----------- -------- -----------
Total 4,361,331 (928) 4,360,403
----------- -------- -----------
Operating Income 1,119,829 928 1,120,757
----------- -------- -----------
Other Income (Deductions):
Allowance for equity funds used
during construction 10,393 10,393
Miscellaneous - net 42,646 42,646
Income taxes (29,803) (29,803)
----------- -------- -----------
Total 23,236 23,236
----------- -------- -----------
Interest and Other Charges:
Interest on long-term debt 561,231 2,425 563,656
Other interest - net 35,524 35,524
Allowance for borrowed funds
used during construction (7,626) (7,626)
Preferred and preference dividend
requirements of subsidiaries and other 68,947 68,947
----------- -------- -----------
Total 658,076 2,425 660,501
----------- -------- -----------
Net Income $484,989 ($1,497) $483,492
=========== ======== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA STATEMENT OF CONSOLIDATED RETAINED EARNINGS
TWELVE MONTHS ENDED JUNE 30, 1994
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
RETAINED EARNINGS Transactions Filing Transactions
(In Thousands)
<S> <C> <C> <C>
Retained Earnings - Beginning of period $2,203,884 $2,203,884
Add - Net income 484,989 ($1,497) 483,492
----------- -------- -----------
Total 2,688,873 (1,497) 2,687,376
----------- -------- -----------
Deduct:
Dividends declared on common stock 355,508 355,508
Common stock retirements 13,906 13,906
Capital stock and other expenses 1,259 1,259
----------- -------- -----------
Total 370,673 370,673
----------- -------- -----------
Retained Earnings - End of period $2,318,200 ($1,497) $2,316,703
=========== ======== ===========
PAID-IN CAPITAL
Paid-in Capital - Beginning of period $1,328,330 $1,328,330
Add:
Issuance of 56,667,726 shares of common
stock in the merger with GSU 2,033,040 2,033,040
Issuance of 174,552,011 shares of common
stock at $.01 par value net of the
retirement of 174,552,011 shares of
common stock at $5.00 par value 871,015 871,015
----------- -------- -----------
Total 2,904,055 2,904,055
----------- -------- -----------
Deduct:
Common stock retirements 4,389 4,389
Capital stock and other expenses 3,788 3,788
----------- -------- -----------
Total 8,177 8,177
----------- -------- -----------
Paid-in Capital - End of period $4,224,208 $4,224,208
=========== ======== ===========
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1994
<PERIOD-END> JUN-30-1994 JUN-30-1994
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 2,855,014 2,855,014
<OTHER-PROPERTY-AND-INVEST> 28,734 28,734
<TOTAL-CURRENT-ASSETS> 390,383 504,886
<TOTAL-DEFERRED-CHARGES> 578,892 578,892
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 3,853,023 3,967,526
<COMMON> 789,350 789,350
<CAPITAL-SURPLUS-PAID-IN> 7 7
<RETAINED-EARNINGS> 196,036 194,539
<TOTAL-COMMON-STOCKHOLDERS-EQ> 985,393 983,896
0 0
0 0
<LONG-TERM-DEBT-NET> 1,542,648 1,658,648
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 200,000 200,000
0 0
<CAPITAL-LEASE-OBLIGATIONS> 63,898 63,898
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,061,084 1,061,084
<TOT-CAPITALIZATION-AND-LIAB> 3,853,023 3,967,526
<GROSS-OPERATING-REVENUE> 631,677 631,677
<INCOME-TAX-EXPENSE> 80,868 79,940
<OTHER-OPERATING-EXPENSES> 290,356 290,356
<TOTAL-OPERATING-EXPENSES> 371,224 370,296
<OPERATING-INCOME-LOSS> 260,453 261,381
<OTHER-INCOME-NET> 8,763 8,763
<INCOME-BEFORE-INTEREST-EXPEN> 269,216 270,144
<TOTAL-INTEREST-EXPENSE> 181,578 184,003
<NET-INCOME> 87,638 86,141
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 87,638 86,141
<COMMON-STOCK-DIVIDENDS> 0 0
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1994
<PERIOD-END> JUN-30-1994 JUN-30-1994
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 16,010,345 16,010,345
<OTHER-PROPERTY-AND-INVEST> 385,688 385,688
<TOTAL-CURRENT-ASSETS> 2,102,135 2,216,638
<TOTAL-DEFERRED-CHARGES> 4,203,136 4,203,136
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 22,701,304 22,815,807
<COMMON> 2,312 2,312
<CAPITAL-SURPLUS-PAID-IN> 4,224,208 4,224,208
<RETAINED-EARNINGS> 2,229,902 2,228,405
<TOTAL-COMMON-STOCKHOLDERS-EQ> 6,456,422 6,454,925
322,794 322,794
550,955 550,955
<LONG-TERM-DEBT-NET> 7,349,044 7,465,044
<SHORT-TERM-NOTES> 149,867 149,867
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 292,975 292,975
0 0
<CAPITAL-LEASE-OBLIGATIONS> 282,297 282,297
<LEASES-CURRENT> 186,723 186,723
<OTHER-ITEMS-CAPITAL-AND-LIAB> 7,110,227 7,110,227
<TOT-CAPITALIZATION-AND-LIAB> 22,701,304 22,815,807
<GROSS-OPERATING-REVENUE> 5,481,160 5,481,160
<INCOME-TAX-EXPENSE> 271,758 270,830
<OTHER-OPERATING-EXPENSES> 4,089,573 4,089,573
<TOTAL-OPERATING-EXPENSES> 4,361,331 4,360,403
<OPERATING-INCOME-LOSS> 1,119,829 1,120,757
<OTHER-INCOME-NET> 23,236 23,236
<INCOME-BEFORE-INTEREST-EXPEN> 1,143,065 1,143,993
<TOTAL-INTEREST-EXPENSE> 589,129 591,554
<NET-INCOME> 553,936 552,439
68,947 68,947
<EARNINGS-AVAILABLE-FOR-COMM> 484,989 483,492
<COMMON-STOCK-DIVIDENDS> 355,508 355,508
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
