File No. 70-8511
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
_________________________________
Amendment No. 4
to the
Form U-1/A
__________________________________
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
New Orleans, Louisiana 70113 Congress at Capitol
(504) 576-2095 Jackson, Mississippi 39205
(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 Plaza
New York, New York 10019 New York, New York 10004
(212) 603-2110 (212) 858-1438
Steven C. McNeal
Director - Corporate Finance
and Risk Management
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, LA 70113
(504) 569-4363
<PAGE>
Item 6. Exhibits
Section A. Exhibits
F-1 Opinion of Wise Carter Child & Caraway,
Professional Corporation, 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(a) Opinion of Monroe & Lemann, counsel to LP&L.
F-5(b) Opinion of Monroe & Lemann, counsel to NOPSI.
F-6 Opinion of Wise Carter Child & Caraway,
Professional Association, counsel to MP&L.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, the undersigned companies have duly caused this
amendment 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: April 19, 1995
EXHIBIT F-1
April 19, 1995
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D. C. 20549
Ladies and Gentlemen:
Referring to the Application-Declaration on Form U-1, as
amended (File No. 70-8511) (hereinafter referred to as the
__Application-Declaration__), filed with the Securities and
Exchange Commission under the Public Utility Holding Act of 1935,
as amended, by System Energy Resources, Inc. (__System Energy__)
Entergy Corporation, and the other companies named therein
contemplating, among other things, (a) the issuance and sale by
System Energy not to exceed $265,000,000 in a combined aggregate
principal amount of (i) one or more series of its First Mortgage
Bonds (__Bonds__) under its Mortgage and Deed of Trust, dated
June 15, 1977, including one or more Supplemental Indentures
thereto under which the Bonds are to be issued, and/or (ii) one
or more series of its Debentures ("Debentures") under either a
Debenture Indenture or a Subordinated Debenture Indenture, (b)
the entering into arrangements for the issuance and sale of tax-
exempt revenue bonds ("Tax-Exempt Bonds") in an aggregate
principal amount not to exceed $235,000,000, including the
possible issuance and pledge of one or more series of System
Energy's first mortgage bonds ("Collateral Bonds") in an
aggregate principal amount not to exceed $251,000,000 as security
for the Tax-Exempt Bonds, and/or (c) the participation by System
Energy in one or more Supplementary Capital Funds Agreements and
Assignments and one or more Assignments of Availability
Agreement, Consent and Agreement, as referred to and described in
the Application-Declaration, we advise as follows:
1. System Energy is a corporation validly organized
and existing under the laws of the State of Arkansas.
2. All action necessary to make valid the
participation by System Energy in the said proposed
transactions will have been taken when:
(a) the Application-Declaration shall have
been granted and permitted to become effective in
accordance with the applicable provisions of the
Public Utility Holding Company Act of 1935, as
amended;
(b) appropriate final action shall have been
taken by the Board of Directors and/or an
Authorized Officer of System Energy with respect
to the proposed transactions;
(c) the Supplemental Indentures, Debenture
Indenture, Subordinated Debenture Indenture,
Supplementary Capital Funds Agreements and
Assignments, Assignments of Availability
Agreement, Consents and Agreements and each of the
other agreements referred to in the Application-
Declaration related to the proposed transactions
described therein shall have been duly executed
and delivered by each of the proposed parties
thereto; and
(d) the Bonds, Debentures, Tax-Exempt Bonds
and/or Collateral Bonds shall have been
appropriately issued and delivered for the
consideration contemplated.
3. When the foregoing steps shall have been taken and
in the event the proposed transactions are otherwise
consummated in accordance with the Application-
Declaration and the related order or orders of the
Commission:
(a) all state laws applicable to the
participation by System Energy in the proposed
transactions will have been complied with;
(b) the Bonds, Debentures and/or Collateral
Bonds will be valid and binding obligations of
System Energy in accordance with their terms,
except as limited by bankruptcy, insolvency,
reorganization, or other similar laws affecting
enforcement of mortgagees' and other creditors'
rights; and
(c) the consummation of the proposed
transactions by System Energy will not violate the
legal rights of the holders of any securities
issued by System Energy.
We hereby consent to the reliance by Reid & Priest LLP on
this opinion in rendering their opinion to you of even date
herewith concerning System Energy and to the use of this opinion
as an exhibit to the Application-Declaration.
Very truly yours,
WISE CARTER CHILD & CARAWAY
Professional Association
By: /s/ Betty Toon Collins
Betty Toon Collins
Exhibit F-2
New York, New York
April 19, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D. C. 20549
Ladies and Gentlemen:
Referring to the Application-Declaration on Form U-1,
as amended (File No. 70-8511) (hereinafter referred to as
the "Application-Declaration"), filed with the Securities
and Exchange Commission under the Public Utility Holding
Company Act of 1935, as amended, by Entergy Corporation,
System Energy Resources, Inc. ("System Energy") and the
other companies named therein contemplating, among other
things, (A) the issuance and sale by System Energy of not
to exceed $265,000,000 in aggregate principal amount of (l)
its first mortgage bonds ("Bonds") under a Mortgage and
Deed of Trust, including one or more Supplemental
Indentures thereto under which the Bonds are to be issued,
and/or (2) its Debentures ("Debentures") under a Debenture
Indenture or a Subordinated Debenture Indenture, and/or (B)
the entering into arrangements for the issuance and sale of
tax-exempt revenue bonds ("Tax-Exempt Bonds") in an
aggregate principal amount not to exceed $235,000,000,
including the possible issuance and pledge of one or more
new series of System Energy's first mortgage bonds
("Collateral Bonds") in an aggregate principal amount not
to exceed $251,000,000 as security for the Tax-Exempt
Bonds, and the participation by System Energy in one or
more Supplementary Capital Funds Agreements and Assignments
and one or more Assignments of Availability Agreement,
Consents and Agreements, as referred to and described in
the Application-Declaration, we advise as follows:
1. System Energy is a corporation validly organized and
existing under the laws of the State of Arkansas.
2. All action necessary to make valid the participation
by System Energy in the proposed transactions will have
been taken when:
(a) the Application-Declaration shall have been granted
and permitted to become effective in accordance with the
applicable provisions of the Public Utility Holding Company
Act of 1935, as amended;
(b) appropriate final action shall have been taken by the
Board of Directors and/or an Authorized Officer of System
Energy with respect to the proposed transactions;
(c) the Supplemental Indentures, Debenture Indenture,
Subordinated Debenture Indenture, Supplementary Capital
Funds Agreements and Assignments, Assignments of
Availability Agreement, Consents and Agreements and each of
the other agreements referred to in the Application-
Declaration related to the proposed transactions described
therein shall have been duly executed and delivered by each
of the proposed parties thereto; and
(d) the Bonds, Debentures and/or Tax-Exempt Bonds shall
have been appropriately issued and delivered for the
consideration contemplated.
3. When the foregoing steps shall have been taken and in
the event the proposed transactions are otherwise
consummated in accordance with the Application-Declaration
and the related order or orders of the Commission:
(a) all state laws applicable to the participation by
System Energy in the proposed transactions will have been
complied with;
(b) the Bonds, the Debentures and/or the Collateral Bonds
will be valid and binding obligations of System Energy in
accordance with their terms, except as limited by
bankruptcy, insolvency, reorganization or other similar
laws affecting enforcement of mortgagees' and other
creditors' rights; and
(c) the consummation of the proposed transactions by
System Energy will not violate the legal rights of the
holders of any securities issued by System Energy or any
associate company thereof.
We are members of the New York Bar and do not hold
ourselves out as experts on the laws of any other state.
In giving this opinion, we have relied, as to all matters
governed by the laws of Arkansas or Mississippi, upon an
opinion of even date herewith addressed to you by Wise
Carter Child & Caraway, Professional Association, of
Jackson, Mississippi, which is to be filed as an exhibit to
the Application-Declaration.
We hereby consent to the use of this opinion as an
exhibit to the Application-Declaration.
Very truly yours,
/s/ Reid & Priest LLP
REID & PRIEST LLP
Exhibit F-3
New York, New York
April 19, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D. C. 20549
Ladies and Gentlemen:
Referring to the Application-Declaration on Form U-1,
as amended (File No. 70-8511) (hereinafter referred to as
the "Application-Declaration"), filed with the Securities
and Exchange Commission under the Public Utility Holding
Company Act of 1935, as amended, by Entergy Corporation
("Entergy"), System Energy Resources, Inc. and the other
companies named therein contemplating, among other things,
the participation by Entergy in one or more Supplementary
Capital Funds Agreements and Assignments, as referred to
and described in the Application-Declaration, we advise as
follows:
1. All action necessary to make valid the participation
by Entergy in the proposed transaction will have been taken
when:
(a) the Application-Declaration shall have been granted
and permitted to become effective in accordance with the
applicable provisions of the Public Utility Holding Company
Act of 1935, as amended; and
(b) the proposed Supplementary Capital Funds Agreements
and Assignments and each of the other agreements referred
to in the Application-Declaration related to the proposed
transaction described therein shall have been duly
authorized, executed and delivered by each of the proposed
parties thereto.
2. When the foregoing steps shall have been taken and in
the event the proposed transaction is consummated in
accordance with the Application-Declaration and the related
order or orders of the Commission:
(a) all state laws applicable to the participation by
Entergy in the proposed transaction will have been complied
with; and
(b) the consummation of the proposed transaction by
Entergy will not violate the legal rights of the holders of
any securities issued by Entergy or any associate company
thereof.
We are members of the New York Bar and do not hold
ourselves out as experts on the laws of Delaware, but we
have made a study of such laws insofar as they are involved
in the conclusions stated in this opinion.
We hereby consent to the use of this opinion as an
exhibit to the Application-Declaration.
Very truly yours,
/s/ Reid & Priest LLP
REID & PRIEST LLP
Exhibit F-4
April 19, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D. C. 20549
Ladies and Gentlemen:
Referring to the Application-Declaration on Form U-1,
as amended (File No. 70-8511) (hereinafter referred to as
the "Application-Declaration"), filed with the Securities
and Exchange Commission under the Public Utility Holding
Company Act of 1935 by System Energy Resources, Inc.,
Entergy Corporation, Arkansas Power & Light Company
(Arkansas Power & Light Company hereinafter being referred
to as the "Company") and the other companies named therein
contemplating, among other things, the participation by the
Company in one or more Assignments of Availability
Agreement, Consent and Agreement, as referred to and
described in the Application-Declaration, we advise as
follows:
1. All action necessary to make valid the participation
by the Company in the proposed transaction will have been
taken when:
(a) the Application-Declaration shall have been granted
and permitted to become effective in accordance with the
applicable provisions of the Public Utility Holding Company
Act of 1935, and
(b) the proposed Assignments of Availability Agreement,
Consent and Agreement shall have been duly executed and
delivered by each of the proposed parties thereto.
2. When the foregoing steps have been taken and in the
event the proposed transaction is otherwise consummated in
accordance with the Application-Declaration and the related
order or orders of the Commission:
(a) all state laws applicable to the participation by the
Company in the proposed transaction will have been complied
with; and
(b) the consummation of the proposed transaction by the
Company will not violate the legal rights of the holders of
any securities issued by the Company or any associate
company thereof.
We hereby consent to the use of this opinion as an
exhibit to the Application-Declaration.
Very truly yours,
/s/ Friday, Eldredge & Clark
FRIDAY, ELDREDGE & CLARK
<PAGE>
Exhibit F-5(a)
April 19, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
Referring to the Application-Declaration on Form U-1, as
amended (File No. 70-8511) (hereinafter referred to as the
"Application-Declaration"), filed with the Securities and
Exchange Commission under the Public Utility Holding Company Act
of 1935 by System Energy Resources, Inc., Entergy Corporation,
Louisiana Power & Light Company (Louisiana Power & Light Company
hereinafter being referred to as the "Company") and the other
companies named therein contemplating, among other things, the
participation by the Company in one or more Assignments of
Availability Agreement, Consent and Agreement, as referred to and
described in the Application-Declaration, we advise as follows:
1. All action necessary to make valid the
participation by the Company in the proposed
transaction shall have been taken when:
(a) the Application-Declaration shall have
been granted and permitted to become effective in
accordance with the applicable provisions of the
Public Utility Holding Company Act of 1935; and
(b) the proposed Assignments of Availability
Agreement, Consent and Agreement shall have been
duly executed and delivered by each of the
proposed parties thereto.
2. When the foregoing steps shall have been taken and
in the event the proposed transaction is otherwise
consummated in accordance with the Application-
Declaration and the related order or orders of the
Commission:
(a) all state laws applicable to the
participation by the Company in the proposed
transaction will have been compiled with; and
(b) the consummation of the proposed
transaction by the Company will not violate the
legal rights of the holders of any securities
issued by the Company or any associate company
thereof.
We hereby consent to the use of this opinion as an exhibit
to the Application-Declaration.
Very truly yours,
By: /s/Monre & Lemann
MONROE & LEMANN
<PAGE>
Exhibit F-5(b)
April 19, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
Referring to the Application-Declaration on Form U-1, as
amended (File No. 70-8511) (hereinafter referred to as the
"Application-Declaration"), filed with the Securities and
Exchange Commission under the Public Utility Holding Company Act
of 1935 by System Energy Resources, Inc., Entergy Corporation,
New Orleans Public Service Inc. (New Orleans Public Service Inc.
hereinafter being referred to as the "Company") and the other
companies named therein contemplating, among other things, the
participation by the Company in one or more Assignments of
Availability Agreement, Consent and Agreement, as referred to and
described in the Application-Declaration, we advise as follows:
1. All action necessary to make valid the
participation by the Company in the proposed
transaction shall have been taken when:
(a) the Application-Declaration shall have
been granted and permitted to become effective in
accordance with the applicable provisions of the
Public Utility Holding Company Act of 1935; and
(b) the proposed Assignments of Availability
Agreement, Consent and Agreement shall have been
duly executed and delivered by each of the
proposed parties thereto.
2. When the foregoing steps shall have been taken and
in the event the proposed transaction is otherwise
consummated in accordance with the Application-
Declaration and the related order or orders of the
Commission:
(a) all state laws applicable to the
participation by the Company in the proposed
transaction will have been compiled with; and
(b) the consummation of the proposed
transaction by the Company will not violate the
legal rights of the holders of any securities
issued by the Company or any associate company
thereof.
We hereby consent to the use of this opinion as an exhibit
to the Application-Declaration.
Very truly yours,
By: /s/Monroe & Lemann
MONROE & LEMANN
EXHIBIT F-6
April 19, 1995
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D. C. 20549
Ladies and Gentlemen:
Referring to the Application-Declaration on Form U-1, as
amended (File No. 70-8511) (hereinafter referred to as the
__Application-Declaration__), filed with the Securities and
Exchange Commission under the Public Utility Holding Company Act
of 1935, as amended, by System Energy Resources, Inc., Entergy
Corporation, Mississippi Power & Light Company (hereinafter being
referred to as the __Company__) and the other companies named
therein contemplating, among other things, the participation by
the Company in one or more Assignments of Availability Agreement,
Consents and Agreements, as referred to and described in the
Application-Declaration, we advise as follows:
1. All action necessary to make valid the
participation by the Company in the proposed
transaction shall have been taken when:
(a) the Application-Declaration shall have
been granted and permitted to become effective in
accordance with the applicable provisions of the
Public Utility Holding Company Act of 1935, as
amended; and
(b) the proposed Assignments of Availability
Agreement, Consents and Agreements shall have been
duly executed and delivered by each of the
proposed parties thereto.
2. When the foregoing steps shall have been taken and
in the event the proposed transaction is otherwise
consummated in accordance with the Application-
Declaration and the related order or orders of the
Commission:
(a) all state laws applicable to the
participation by the Company in the proposed
transaction will have been compiled with; and
(b) the consummation of the proposed
transaction by the Company will not violate the
legal rights of the holders of any securities
issued by the Company or any associate company
thereof.
We hereby consent to the use of this opinion as an exhibit
to the Application-Declaration.
Very truly yours,
Wise Carter Child & Caraway,
Professional Association
By: /s/ Betty Toon Collins
Betty Toon Collins
