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Previous: WILLAMETTE INDUSTRIES INC, 8-K/A, 1996-06-10 |
Next: NEW ENGLAND BUSINESS SERVICE INC, SC 13G/A, 1996-06-10 |
No. 70-8511
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
_________________________________
Post Effective Amendment No. 3
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
Entergy Arkansas, Inc. Entergy Louisiana, Inc.
(formerly Arkansas Power & Light Company) (formerly Louisiana Power & Light
P.O. Box 551 Company)
Little Rock, Arkansas 72203 639 Loyola Avenue
Telephone: 501-377-4000 New Orleans, Louisiana 70113
Telephone: 504-576-4000
Entergy Mississippi, Inc. Entergy New Orleans, Inc.
(formerly Mississippi Power & Light) (formerly New Orleans Public Service
Company Inc.)
P.O. Box 1640 639 Loyola Avenue
Jackson, Mississippi 39205 New Orleans, Louisiana 70113
Telephone: 601-969-2311 Telephone: 504-576-4000
(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)
_________________________________
William J. Regan, Jr.
Vice President and Treasurer
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. Steven C. McNeal
Ann G. Roy, Esq. Entergy Services, Inc.
Entergy Services, Inc. 639 Loyola Avenue
639 Loyola Avenue New Orleans, LA 70113
New Orleans, Louisiana 70113 (504) 576-4363
(504) 576-2095
Kevin Stacey, 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
<PAGE>
The Application-Declaration is amended as follows:
Item 1. Description of Proposed Transactions.
Section A. Overview, is hereby amended as follows:
1. Paragraph 1 is amended in the third line by the
deletion of 1996 and the substitution of 2000; in the sixth line
by the deletion of $265 million and the substitution of $540
million; in the seventh line by the deletion of $235 million and
the substitution of $350 million; and in the eleventh line by the
deletion of $251 million and the substitution of $395 million.
Section B. Issuance and Sale of First Mortgage Bonds and
Debentures and Related Matters
The second sentence of paragraph 4 is amended as follows:
In such event, Entergy Arkansas, Inc., formerly Arkansas
Power & Light Company, Entergy Louisiana, formerly Louisiana
Power & Light Company, Entergy Mississippi, Inc., formerly
Mississippi Power & Light Company and Entergy New Orleans, Inc.,
formerly New Orleans Public Service Inc., hereinafter
collectively referred to as the ("Operating Companies"), each of
which is a party to the Availability Agreement, will be required
to consent to and join in any such Assignment.
Paragraph 20 is amended in the third line by the deletion
of 1996 and the substitution of 2000.
Paragraph 22 is amended in its entirety as follows:
System Energy's construction expenditures (including AFUDC
but excluding nuclear fuel), essentially production expenses,
during the years 1996, 1997, 1998, 1999, and 2000 are estimated
to be approximately $22.7 million, $19.5million, $20.2 million,
$21.6 million, and $20.2 million, respectively. In addition to
construction expenditure requirements, System Energy will require
$440 million during the period 1996-2000 to meet long-term debt
maturities and to satisfy sinking fund requirements.
Paragraph 23 is added as follows:
23. It is proposed that each series of the Bonds and
Debentures mature not later than forty years from the date of
issuance.
Section C. Issuance and Sale of Tax-Exempt Bonds and
Related Matters
Paragraph 1 is amended in the third line by the deletion of
1996 and the substitution of 2000 and further in the eighth line
by the deletion of $235 million and the substitution of $350
million.
The third sentence of paragraph 5 is amended in its
entirety as follows:
At June 5, 1996 such rate is estimated to be approximately
6.80% per annum for tax exempt bonds having a maturity of 30
years, no optional redemption for the first five years after
initial issuance and no Collateral Bonds (as defined above) or
other security arrangements.
Paragraph 10 is amended in the fourth line by the deletion
of $285 million and the substitution of $395 million.
Paragraph 11 is amended in the third line by the deletion
of $100,000 and the substitution of 1%.
Paragraph 13 is amended in the third line by the deletion
of $251 million and the substitution of $395 million.
Section D. Other
The second sentence of the second paragraph is amended in
its entirety as follows:
Entergy's "aggregate investment" in EWGs and FUCOs is
approximately $586 million, representing approximately 29 % of
the Entergy System's consolidated retained earnings as of
March 31, 1996.
Item 2. Fees, Commissions and Expenses
Item 2, Fees, Commissions and Expenses is amended in its
entirety as follows:
The fees, commissions and expenses, other than those of the
underwriters, to be incurred in connection with the issuance and
sale of the Bonds and the Debentures are not expected to exceed
the following:
Each
Initial Additional
Sale Sale
*Registration Statement $ 186,200 $ -
Application - Declaration 2,000 -
*Rating Agencies' fees 25,000 25,000
*Trustees' fees 7,000 3,000
*Fees of Company's Counsel:
Friday, Eldredge & Clark 10,000 5,000
Wise, Carter, Child & Caraway 10,000 5,000
Reid & Priest 40,000 25,000
*Fees of Entergy Services, Inc. 35,000 25,000
*Accountants' fees 18,000 12,000
*Printing and engraving costs 20,000 15,000
*Miscellaneous expense (including 20,800 15,000
blue-sky expense)
-------- --------
*Total Expenses $374,000 $130,000
======== ========
The fees, commissions and expenses, other than those of the
underwriters, to be incurred in connection with the issuance and
sale of the Tax-Exempt Bonds (including the expenses related to
the issuance and pledge of the Collateral Bonds) are not expected
to exceed the following:
Each
Initial Additional
Sale Sale
*Rating Agencies' fees $ 25,000 $ 25,000
*Trustees' fees 15,000 15,000
*Fees of Bond Counsel 80,000 80,000
*Fees of State Bond Commission 30,000 30,000
*Fees of Company's Counsel:
Friday, Eldredge & Clark 10,000 5,000
Monroe & Lemann 10,000 5,000
Wise, Carter, Child & Caraway 10,000 5,000
Reid & Priest 40,000 25,000
*Fees of Entergy Services, Inc. 30,000 20,000
*Accountants' fees 18,000 12,000
*Printing and engraving costs 20,000 15,000
*Miscellaneous expenses (including
blue-sky expenses) 20,000 15,000
-------- --------
*Total Expenses $308,000 $252,000
======== ========
___________________
*Estimated
The fees, commissions and expenses of the underwriters
expected to be incurred with respect to the Bonds, Debentures or
Tax-Exempt Bonds will not exceed the lesser of 2% ( or in the
case of Debentures issued under the Subordinated Debenture
Indenture, 3.25%) of the principal amount of the Bonds,
Debentures or Tax-Exempt Bonds, respectively, to be sold or those
generally paid at the time of pricing for sales of first mortgage
bonds, debentures or tax-exempt bonds, respectively, having the
same maturity, issued by companies of comparable credit quality
and having similar terms, conditions and features.
Item 5. Procedure
The first sentence of Item 5 is restated in its entirety as
follows:
The parties request that the Commission's notice of
proposed transactions published pursuant to Rule 23(e) be issued
by June 14, 1996, or as soon thereafter as practicable, and that
the Commission's order authorizing the remaining transactions
proposed in this proceeding be issued by July 12, 1996 or as soon
thereafter as practicable.
Item 6. Exhibits and Financial Statements
Item 6. Exhibits and Financial Statements is amended to
include the following:
Section A. Exhibits
**C-2 Registration Statements relating to the Securities.
G-2 Financial Data Schedules
H-2 Revised suggested form of Notice of proposed transactions
for publication in the Federal Register.
** To be filed by Amendment
Section B. Financial Statements
Section B is amended in its entirety as follows:
Financial Statements of System Energy as of March 31, 1996
(reference is made to Exhibit G-2 hereto).
Financial Statements of Entergy and subsidiaries,
consolidated, as of March 31, 1996.
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, 1995 and the Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 1996 (filed
in File Nos. 1-9067 and 1-11299, 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 March 31, 1996.
Reference is made to Exhibit G-2 filed herein for a
statement of (i) the approximate amounts, before and after giving
effect to the proposed transactions, of unfunded bondable
property of System Energy available for the issuance of bonds and
(ii) the proposed accounting treatment of the transactions herein
contemplated.
<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.
ENTERGY CORPORATION
SYSTEM ENERGY RESOURCES, INC.
ENTERGY ARKANSAS, INC.
ENTERGY LOUISIANA, INC.
ENTERGY MISSISSIPPI, INC.
ENTERGY NEW ORLEANS, INC. .
By: /s/ William J. Regan, Jr.
William J. Regan, Jr.
Vice President and Treasurer
Dated: June 10, 1996
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 012
<NAME> SYSTEM ENERGY RESOURCES, INC.
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1995
<PERIOD-END> MAR-31-1996 MAR-31-1996
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 2,630,740 2,630,740
<OTHER-PROPERTY-AND-INVEST> 43,770 43,770
<TOTAL-CURRENT-ASSETS> 204,122 179,183
<TOTAL-DEFERRED-CHARGES> 557,664 591,450
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 3,436,296 3,445,143
<COMMON> 789,350 789,350
<CAPITAL-SURPLUS-PAID-IN> 0 0
<RETAINED-EARNINGS> 75,151 75,151
<TOTAL-COMMON-STOCKHOLDERS-EQ> 864,501 864,501
0 0
0 0
<LONG-TERM-DEBT-NET> 1,221,152 1,479,999
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 250,000 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 34,033 34,033
<LEASES-CURRENT> 28,000 28,000
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,038,610 1,038,610
<TOT-CAPITALIZATION-AND-LIAB> 3,436,296 3,445,143
<GROSS-OPERATING-REVENUE> 610,399 604,753
<INCOME-TAX-EXPENSE> 78,797 78,797
<OTHER-OPERATING-EXPENSES> 293,133 293,133
<TOTAL-OPERATING-EXPENSES> 371,930 371,930
<OPERATING-INCOME-LOSS> 238,469 232,823
<OTHER-INCOME-NET> 5,405 5,405
<INCOME-BEFORE-INTEREST-EXPEN> 243,874 238,228
<TOTAL-INTEREST-EXPENSE> 149,869 144,223
<NET-INCOME> 94,005 94,005
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 94,005 94,005
<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
<SUBSIDIARY>
<NUMBER> 017
<NAME> ENTERGY CORPORATION AND SUBSIDIARIES (CONSOLIDATED)
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1995
<PERIOD-END> MAR-31-1996 MAR-31-1996
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 16,352,180 16,352,180
<OTHER-PROPERTY-AND-INVEST> 750,190 750,190
<TOTAL-CURRENT-ASSETS> 2,427,280 2,402,341
<TOTAL-DEFERRED-CHARGES> 3,719,603 3,753,389
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 23,249,253 23,258,100
<COMMON> 2,300 2,300
<CAPITAL-SURPLUS-PAID-IN> 4,201,117 4,201,117
<RETAINED-EARNINGS> 2,042,902 2,042,902
<TOTAL-COMMON-STOCKHOLDERS-EQ> 6,203,613 6,203,613
233,755 233,755
550,955 550,955
<LONG-TERM-DEBT-NET> 7,637,897 7,896,744
<SHORT-TERM-NOTES> 322,667 322,667
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 715,568 465,568
0 0
<CAPITAL-LEASE-OBLIGATIONS> 285,717 285,717
<LEASES-CURRENT> 150,799 150,799
<OTHER-ITEMS-CAPITAL-AND-LIAB> 7,105,576 7,105,576
<TOT-CAPITALIZATION-AND-LIAB> 23,249,253 23,258,100
<GROSS-OPERATING-REVENUE> 6,548,798 6,548,798
<INCOME-TAX-EXPENSE> 361,698 361,698
<OTHER-OPERATING-EXPENSES> 4,947,510 4,947,510
<TOTAL-OPERATING-EXPENSES> 5,309,208 5,309,208
<OPERATING-INCOME-LOSS> 1,239,590 1,233,944
<OTHER-INCOME-NET> (146,514) (146,514)
<INCOME-BEFORE-INTEREST-EXPEN> 1,093,076 1,093,076
<TOTAL-INTEREST-EXPENSE> 674,360 668,714
<NET-INCOME> 418,716 418,716
76,200 76,200
<EARNINGS-AVAILABLE-FOR-COMM> 342,516 342,516
<COMMON-STOCK-DIVIDENDS> 410,095 410,095
<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
<SUBSIDIARY>
<NUMBER> 016
<NAME> ENTERGY CORPORATION
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1995
<PERIOD-END> MAR-31-1996 MAR-31-1996
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 0 0
<OTHER-PROPERTY-AND-INVEST> 6,463,534 6,463,534
<TOTAL-CURRENT-ASSETS> 149,355 149,355
<TOTAL-DEFERRED-CHARGES> 81,129 81,129
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 6,694,018 6,694,018
<COMMON> 2,300 2,300
<CAPITAL-SURPLUS-PAID-IN> 4,214,751 4,214,751
<RETAINED-EARNINGS> 2,042,902 2,042,902
<TOTAL-COMMON-STOCKHOLDERS-EQ> 6,199,992 6,199,992
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 270,000 270,000
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 224,026 224,026
<TOT-CAPITALIZATION-AND-LIAB> 6,694,018 6,694,018
<GROSS-OPERATING-REVENUE> 0 0
<INCOME-TAX-EXPENSE> (2,907) (2,907)
<OTHER-OPERATING-EXPENSES> 58,211 58,211
<TOTAL-OPERATING-EXPENSES> 55,304 55,304
<OPERATING-INCOME-LOSS> (55,304) (55,304)
<OTHER-INCOME-NET> 402,357 402,357
<INCOME-BEFORE-INTEREST-EXPEN> 347,053 347,053
<TOTAL-INTEREST-EXPENSE> 4,537 4,537
<NET-INCOME> 342,516 342,516
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 342,516 342,516
<COMMON-STOCK-DIVIDENDS> 410,095 410,095
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
5
Exhibit H-2
SECURITIES AND EXCHANGE COMMISSION
(Release No. )
Filings Under the Public Utility Holding Company Act of 1935, as
amended ("Act")
Date:
Notice is hereby given that the following fling(s) has/have
been made with the Commission pursuant to provisions of the Act
and rules promulgated thereunder. All interested persons are
referred to the applications(s) and/or declaration(s) for
complete statements of the proposed transactions(s) summarized
below. The application(s) and/or declarations(s) and any
amendments thereto is/are available for public inspection through
the Commission's Office of Public Reference.
Interested persons wishing to comment or request a hearing
on the application(s) and/or declarations(s) should submit their
view in writing by , to the Secretary, Securities and
Exchange Commission, Washington, D.C. 20549, and serve a copy on
the relevant applicant(s) and/or declarant(s) at the address(es)
specified below. Proof of service (by affidavit or, in case of
an attorney at law, by certificate) should be filed with the
request. Any request for hearing shall identify specifically the
issues of fact or law that are disputed. A person who so
requests will be notified of any hearing, if ordered, and will
receive a copy of any notice or order issued in the matter.
After said date, the application(s) and/or declaration(s), as
filed or as amended, may be granted and/or permitted to become
effective.
System Energy Resources, Inc., et al. (70-8511)
System Energy Resources, Inc. ("SERI"), Echelon One, 1340
Echelon Parkway, Jackson, Mississippi 39213, Entergy Arkansas,
Inc., formerly Arkansas Power & Light Company ("Entergy
Arkansas"), 425 West Capitol, 40th Floor, Little Rock, Arkansas
72201, Entergy Louisiana, Inc., formerly Louisiana Power & Light
Company ("Entergy Louisiana"), 639 Loyola Avenue, New Orleans,
Louisiana 70113, Entergy Mississippi, Inc., formerly Mississippi
Power & Light Company, 308 East Pearl Street, Jackson,
Mississippi 39201 ("Entergy Mississippi"), Entergy New Orleans,
Inc., formerly New Orleans Public Service Inc. ("Entergy New
Orleans" and together with Entergy Arkansas, Entergy Louisiana,
and Entergy Mississippi, "Operating Subsidiaries"), 639 Loyola
Avenue, New Orleans, Louisiana 70113, and Entergy Corporation
("Entergy"), 639 Loyola Avenue, New Orleans, Louisiana 70113, a
registered holding company, have filed an application-declaration
with this Commission pursuant to Sections 6(a), 7, 9(a), 10 and
12(d) of the Public Utility Holding Company Act of 1935 ("Act")
and Rules 44 and 54 thereunder. A notice of this transaction was
originally issued by the Commission on November 28, 1994 (HCAR
No. 26173) and on April 17, 1995 (HCAR No. 26269).
SERI proposes from time to time through December 31, 2000
(a) to issue and sell one or more series of its first mortgage
bonds ("Bonds") and/or its debentures ("Debentures") in a
combined aggregate principal amount not to exceed $540 million,
and (b) 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 $350 million. Additionally, SERI
requests authority through December 31, 2000, to issue and pledge
one or more series of its first mortgage bonds in an aggregate
principal amount not to exceed $395 million ("Collateral Bonds")
as security for the Tax-Exempt Bonds.
Each series of Bonds and/or Debentures 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. However, the maturity of the
Bonds and Debentures will in no case exceed forty years.
Further, the rate on the Bonds and the Debentures, which may be
fixed or variable, will not exceed 15%. Additionally, holders of
the Bonds or Debentures would have the right to tender, or be
required to tender, their Bonds or Debentures 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 pursuant to which
they will be issued.
In order to provide additional security for its obligations
with respect to the Bonds, SERI may assign for the benefit of the
holders of the Bonds certain of its rights under the Availability
Agreement, dated as of June 21, 1974, as amended ("Availability
Agreement"). Pursuant to this agreement, the Operating
Subsidiaries have agreed to pay SERI certain amounts for expenses
incurred by SERI in connection with the operation of a nuclear
powered electric generating station in Mississippi.
As further security for its obligations with respect to the
Bonds, SERI may assign certain of its rights under the Capital
Funds Agreement dated as of June 21, 1974 ("Capital Funds
Agreement"). Pursuant to the terms of this agreement, Entergy
has agreed to provide SERI, among other things, capital
sufficient to enable SERI to maintain a 35% equity ratio, as
defined in that agreement.
SERI proposes to use the net proceeds derived from the
issuance and sale of the Bonds and/or Debentures 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 SERI's outstanding first mortgage bonds and/or
Debentures, (ii) the payment of construction costs and nuclear
fuel cost, (iii) the repayment of long and short-term borrowings
and/or (iv) other working capital needs.
SERI also requests authority to enter into arrangements for
the issuance of Tax-Exempt Bonds by governmental authorities
("Issuer") in an aggregate principal amount not to exceed $350
million. 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. However, 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.
Under the proposed arrangement, SERI would enter into one or
more installment purchase, refunding or other facilities
agreements ("Facilities Agreement") or one or more supplements
and/or amendments thereto with one or more Issuers. Pursuant to
the terms of each Facilities Agreement, the Issuer will pay to or
provide for the benefit of SERI the total amount of the proceeds
of the Tax-Exempt Bonds and SERI will agree to pay amounts
sufficient to pay the principal or redemption price of, premium,
if any, and interest on the Tax-Exempt Bonds.
In order to obtain a more favorable rating on any series of
Tax-Exempt Bonds, SERI may arrange for one or more irrevocable
letter(s) of credit ("Letter of Credit") for an aggregate amount
up to $395 million from one or more banks ("Bank"). In
connection with any such Letter of Credit, SERI would enter into
a Reimbursement Agreement ("Reimbursement Agreement") with the
Bank. Pursuant to a Reimbursement Agreement, SERI would agree to
reimburse the Bank party thereto immediately or within a
specified period (not to exceed 60 months) after the date of the
draw for all amount drawn under Letter of Credit, together with
accrued interest. The rate of such interest would not exceed the
New York prime rate as published in the The Wall Street Journal
plus 200 basis points. Additionally, it is anticipated that each
Reimbursement Agreement would require the payment by SERI to the
Bank of up-front fees not to exceed 1% and annual fees not to
exceed 1-1/4% of the face amount of the related Letter of Credit.
In addition or as an alternative to the security provided by
a Letter of Credit, SERI may pledge one or more new series of its
first mortgage bonds ("Collateral Bonds") under the Mortgage, as
it may be supplemented. These Collateral Bonds may be interest
bearing or non-interest bearing. Such Collateral Bonds would be
non-interest bearing if the principal amount issued were the same
as the principal of the underlying Tax-Exempt Bonds plus
accumulated interest for a specified period. The rate on
interest-bearing Collateral Bonds may be less than or equal to
the interest rate on the underlying Tax-Exempt Bonds.
As additional security for its obligations under any
Facilities Agreement or to make payment on the Collateral Bonds,
SERI may assign its interest in the Availability Agreement or the
Capital Funds Agreement. In any such event, the Operating
Subsidiaries would be required to consent to and join in such
assignment.
SERI proposes to use the proceeds of the sale of the Tax
Exempt Bonds to refinance certain pollution control revenue bonds
that were previously issued to finance pollution control
facilities at the Grand Gulf nuclear station.
<TABLE>
<CAPTION>
SYSTEM ENERGY RESOURCES, INC.
PRO FORMA BALANCE SHEET
MARCH 31, 1996
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
ASSETS Transaction Filing Transaction
(In Thousands)
<S> <C> <C> <C>
Utility Plant:
Electric $ 2,983,843 $ 2,983,843
Electric plant under lease 445,155 445,155
Construction work in progress 29,931 29,931
Nuclear fuel under capital lease 62,033 62,033
----------- ------- -----------
Total 3,520,962 - 3,520,962
Less - accumulated depreciation and amortization 890,222 890,222
----------- ------- -----------
Utility plant - net 2,630,740 - 2,630,740
----------- ------- -----------
Other Property and Investments:
Decommissioning trust fund 43,770 - 43,770
----------- ------- -----------
Current Assets:
Cash and cash equivalents:
Cash 192 192
Temporary cash investments - at cost,
which approximates market:
Associated companies 12,259 $(1,048) 11,211
Other 23,891 (23,891) -
----------- ------- -----------
Total cash and cash equivalents 36,342 (24,939) 11,403
Accounts receivable:
Associated companies 75,532 75,532
Other 4,633 4,633
Materials and supplies - at average cost 68,398 68,398
Prepayments and other 19,217 19,217
----------- ------- -----------
Total 204,122 (24,939) 179,183
----------- ------- -----------
Deferred Debits and Other Assets:
Regulatory assets:
SFAS 109 regulatory asset-net 284,507 284,507
Unamortized loss on reacquired debt 55,716 30,109 85,825
Other regulatory assets 203,053 203,053
Other 14,388 3,677 18,065
----------- ------- -----------
Total 557,664 33,786 591,450
----------- ------- -----------
TOTAL $ 3,436,296 $ 8,847 $ 3,445,143
=========== ======= ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SYSTEM ENERGY RESOURCES, INC.
PRO FORMA BALANCE SHEET
MARCH 31, 1996
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
CAPITALIZATION AND LIABILITIES Transaction Filing Transaction
(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 - -
Retained earnings 75,151 75,151
---------- --------- ----------
Total common shareholder's equity 864,501 864,501
Long-term debt 1,221,152 $ 258,847 1,479,999
---------- --------- ----------
Total 2,085,653 258,847 2,344,500
---------- --------- ----------
Other Noncurrent Liabilities:
Obligations under capital leases 34,033 34,033
Other 31,767 31,767
---------- --------- ----------
Total 65,800 - 65,800
---------- --------- ----------
Current Liabilities:
Currently maturing long-term debt 250,000 (250,000) -
Notes payable-associated companies - -
Accounts payable:
Associated companies 16,033 16,033
Other 37,814 37,814
Taxes accrued 86,383 86,383
Interest accrued 25,918 25,918
Dividends declared 11,000 11,000
Obligations under capital lease 28,000 28,000
Other 3,404 3,404
---------- --------- ----------
Total 458,552 (250,000) 208,552
---------- --------- ----------
Deferred Credits:
Accumulated deferred income taxes 586,471 586,471
Accumulated deferred investment tax credits 106,250 106,250
FERC Settlement - refund obligation 55,892 55,892
Other 77,678 77,678
---------- --------- ----------
Total 826,291 - 826,291
---------- --------- ----------
TOTAL $3,436,296 $ 8,847 $3,445,143
========== ========= ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SYSTEM ENERGY RESOURCES, INC.
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED MARCH 31, 1995
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
Transaction Filing Transaction
(In Thousands)
<S> <C> <C> <C> <C>
Operating Revenues $ 610,399 $ (5,646) (A) $604,753
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses 40,767 40,767
Nuclear refueling outage expenses 22,962 22,962
Other operation and maintenance 94,775 94,775
Depreciation, amortization, and decommissioning 107,348 107,348
Taxes other than income taxes 27,281 27,281
Income taxes 78,797 78,797
-------- ------- --------
Total 371,930 - 371,930
-------- ------- --------
Operating Income 238,469 (5,646) 232,823
-------- ------- --------
Other Income (Deductions):
Allowance for equity funds used
during construction 1,748 1,748
Miscellaneous - net 2,606 2,606
Income taxes 1,051 1,051
-------- ------- --------
Total 5,405 - 5,405
-------- ------- --------
Interest Charges:
Interest on long-term debt 143,538 (5,646) 137,892
Other interest - net 8,149 8,149
Allowance for borrowed funds used -
during construction (1,818) (1,818)
-------- ------- --------
Total 149,869 (5,646) 144,223
-------- ------- --------
Net Income $ 94,005 $ - $ 94,005
======== ======= ========
(A) Revenues have been decreased to reflect the pass-through of the decrease
in interest expense to Entergy Arkansas, Inc., Entergy Louisiana, Inc.,
Entergy Mississippi, Inc., and Entergy New Orleans, Inc.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SYSTEM ENERGY RESOURCES, INC.
PRO FORMA STATEMENT OF RETAINED EARNINGS
MARCH 31, 1996
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
Transaction Filing Transaction
(In Thousands)
<S> <C> <C>
Retained Earnings - April 1, 1995 $108,246 $108,246
Add
Net Income 94,005 94,005
-------- --------
Total 202,251 202,251
-------- --------
Deduct:
Dividends declared 127,100 127,100
-------- --------
Retained Earnings - March 31, 1996 $75,151 $75,151
======== ========
</TABLE>
<PAGE>
SYSTEM ENERGY RESOURCES, INC.
ADJUSTMENTS TO REFLECT TRANSACTIONS PROPOSED IN PRESENT FILING
AT MARCH 31, 1996
Entry No. 1
Cash 534,641,000
Unamortized Debt Expense 5,359,000
Long-Term Debt - First Mortgage Bonds/Debentures 540,000,000
To record the sale of $540 million principal amount of Bonds/Debentures
at various maturity dates at various interest rates, as well as the expenses
incurred in connection with the issuance.
Entry No. 2
Interest on Long-Term Debt 51,300,000
Cash 51,300,000
To record interest, and subsequent payment, on Mortgage Bonds/Debentures
(assuming 9.5% interest rate)
Entry No. 3
Long Term Debt - First Mortgage Bonds 530,319,000
Unamortized Loss on Reacquired Debt 10,949,000
Unamortized Debt Expense 595,000
Unamortized Discount on Long-Term Debt 2,063,000
Cash 538,610,000
To record early redemption of First Mortgage Bonds at various maturity
dates and at various interest rates.
Entry No. 4
Cash 50,474,000
Interest on Long-Term Debt 50,474,000
To record the reduction in interest expense on the retirement of First
Mortgage Bonds
Entry No. 5
Long Term Debt - Debentures 30,000,000
Unamortized Loss on Reacquired Debt 337,000
Unamortized Debt Expense 337,000
Cash 30,000,000
To record early redemption of Debentures.
Entry No. 6
Cash 2,229,000
Interest on Long-Term Debt 2,229,000
To record the reduction in interest expense on the retirement of Debentures.
Entry No. 7
Cash 344,988,000
Unamortized Debt Expense 5,012,000
Long-Term Debt - Tax-Exempt Bonds 350,000,000
To record the sale of $350 million principal amount of Tax-Exempt Bonds
at various maturity dates at various interest rates, as well as the expenses
incurred in connection with the issuance.
Entry No. 8
Interest on Long-Term Debt 26,250,000
Cash 26,250,000
To record interest, and subsequent payment, on Tax-Exempt Bonds(assuming
7.5% interest rate)
Entry No. 9
Long-Term Debt - Tax Exempt Bonds 326,600,000
Unamortized Loss on Reacquired Debt 18,823,000
Unamortized Debt Expense 5,762,000
Unamortized Discount on Long-Term Debt 3,703,000
Cash 335,958,000
To record early redemption of Tax-Exempt Bonds at various maturity dates and
at various interest rates.
Entry No. 10
Cash 30,493,000
Interest on Long-Term Debt 30,493,000
To record the reduction in interest expense on the retirement of Tax-Exempt
Bonds.
Entry No. 11
Revenues 5,646,000
Cash 5,646,000
To record the decrease in Revenues resulting from the decrease in interest
expense.
Entry No. 12
Cash 24,939,000
Temporary Cash Investments - Associated Companies 1,048,000
Temporary Cash Investments - Other 23,891,000
To record decreases in Temporary Cash Investments - Associated Companies and
Temporary Cash Investments - Other resulting from the transactions listed
above.
ENTRY SUMMARY
Cash -
Unamortized Debt Expense 3,677,000
Unamortized Loss on Reacquired Debt 30,109,000
Long-Term Debt - First Mortgage Bonds/Debentures 20,319,000
Revenues 5,646,000
Temporary Cash Investments - Associated Companies 1,048,000
Temporary Cash Investments - Other 23,891,000
Unamortized Discount on Long-Term Debt 5,766,000
Long-Term Debt - Tax-Exempt Bonds 23,400,000
Interest on Long-Term Debt 5,646,000
59,751,000 59,751,000
Total Increase in Long-Term Debt 8,847,000
<PAGE>
SYSTEM ENERGY RESOURCES, INC.
PRO FORMA SCHEDULE OF RETIRED BOND
CREDITS/UNFUNDED BONDABLE PROPERTY
(In Thousands)
(Unaudited)
Unfunded
Retired Bond Bondable
Credits Property
Available as of March 31, 1996 $ 874,836 $ 261,421
Issuance of additional First Mortgage Bonds 540,000 -
--------- ----------
Available after issuance of additional First
Mortgage Bonds 334,836 261,421
Retirement of First Mortgage Bonds 530,319 -
--------- ----------
Available after retirement of First Mortgage 865,155 261,421
Bonds
Issuance of Collateral First Mortgage Bonds 395,000 -
--------- ----------
Available after issuance of Collateral
First Mortgage Bonds $ 470,155 $ 261,421
========= ==========
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
MARCH 31, 1996
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
ASSETS Transaction Filing Transaction
(In Thousands)
<S> <C> <C> <C>
Utility Plant:
Electric $22,332,245 $22,332,245
Plant acquisition adjustment - GSU 467,623 467,623
Electric plant under leases 676,275 676,275
Property under capital leases - electric 140,400 140,400
Natural gas 167,919 167,919
Steam products 77,558 77,558
Construction work in progress 539,412 539,412
Nuclear fuel under capital leases 296,514 296,514
Nuclear fuel 67,500 67,500
----------- -------- -----------
Total 24,765,446 24,765,446
Less - accumulated depreciation
and amortization 8,413,266 8,413,266
----------- -------- -----------
Utility plant - net 16,352,180 16,352,180
----------- -------- -----------
Other Property and Investments:
Decommissioning trust funds 295,618 295,618
Other 454,572 454,572
----------- -------- -----------
Total 750,190 750,190
----------- -------- -----------
Current Assets:
Cash and cash equivalents:
Cash 38,979 38,979
Temporary cash investments - at cost,
which approximates market 392,248 $(24,939) 367,309
Special deposits 177,170 177,170
----------- -------- -----------
Total cash and cash equivalents 608,397 (24,939) 583,458
Notes receivable 6,087 6,087
Accounts receivable:
Customer (less allowance for
doubtful accounts of $8.2 million) 353,939 353,939
Other 67,118 67,118
Accrued unbilled revenues 283,916 283,916
Deferred fuel 70,099 70,099
Fuel inventory - at average cost 98,955 98,955
Materials and supplies - at average cost 355,712 355,712
Rate deferrals 422,760 422,760
Prepayments and other 160,297 160,297
----------- -------- -----------
Total 2,427,280 (24,939) 2,402,341
----------- -------- -----------
Deferred Debits and Other Assets:
Regulatory Assets:
Rate deferrals 733,902 733,902
SFAS 109 regulatory asset - net 1,199,525 1,199,525
Unamortized loss on reacquired debt 223,187 30,109 253,296
Other regulatory assets 376,162 376,162
Long-term receivables 225,130 225,130
Citipower license (net of $3.3 million of amortization) 616,947 616,947
Other 344,750 3,677 348,427
----------- -------- -----------
Total 3,719,603 33,786 3,753,389
----------- -------- -----------
TOTAL $23,249,253 $8,847 $23,258,100
=========== ======== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
MARCH 31, 1996
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
CAPITALIZATION AND LIABILITIES Transaction Filing Transaction
(In Thousands)
<S> <C> <C> <C>
Capitalization:
Common stock, $.01par value, authorized
500,000,000 shares; issued 230,017,485
shares $2,300 $2,300
Paid-in capital 4,201,117 4,201,117
Retained earnings 2,042,902 2,042,902
Cumulative foreign currency translation adjustment 17,255 17,255
Less - treasury stock (1,983,639 shares) 59,961 59,961
----------- --------- -----------
Total common shareholders' equity 6,203,613 6,203,613
Subsidiary's preference stock 150,000 150,000
Subsidiaries' preferred stock:
Without sinking fund 550,955 550,955
With sinking fund 233,755 233,755
Long-term debt 7,637,897 $ 258,847 7,896,744
----------- --------- -----------
Total 14,776,220 258,847 15,035,067
----------- --------- -----------
Other Noncurrent Liabilities:
Obligations under capital leases 285,717 285,717
Other 348,071 348,071
----------- --------- -----------
Total 633,788 633,788
----------- --------- -----------
Current Liabilities:
Currently maturing long-term debt 715,568 (250,000) 465,568
Notes payable 322,667 322,667
Accounts payable 468,047 468,047
Customer deposits 146,481 146,481
Taxes accrued 273,117 273,117
Accumulated deferred income taxes 97,427 97,427
Interest accrued 130,321 130,321
Dividends declared 109,970 109,970
Obligations under capital leases 150,799 150,799
Other 210,889 210,889
----------- --------- -----------
Total 2,625,286 (250,000) 2,375,286
----------- --------- -----------
Deferred Credits:
Accumulated deferred income taxes 3,631,832 3,631,832
Accumulated deferred investment tax credits 605,796 605,796
Other 976,331 976,331
----------- --------- -----------
Total 5,213,959 5,213,959
----------- --------- -----------
TOTAL $23,249,253 $8,847 $23,258,100
=========== ========= ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
TWELVE MONTHS ENDED MARCH 31, 1996
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
Transaction Filing Transaction
(In Thousands)
<S> <C> <C> <C>
Operating Revenues:
Electric $6,223,596 $(5,646) $6,217,950
Natural gas 120,795 120,795
Steam Products 54,241 54,241
Nonregulated and foreign energy-related businesses 150,166 150,166
---------- ------- ----------
Total 6,548,798 (5,646) 6,543,152
---------- ------- ----------
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses
and gas purchased for resale 1,482,693 1,482,693
Purchased power 432,244 432,244
Nuclear refueling outage expenses 80,167 80,167
Other operation and maintenance 1,521,970 1,521,970
Depreciation, amortization and decommissioning 719,952 719,952
Taxes other than income taxes 312,456 312,456
Income taxes 361,698 361,698
Rate deferrals (19,802) (19,802)
Amortization of rate deferrals 417,830 417,830
---------- ------- ----------
Total 5,309,208 5,309,208
---------- ------- ----------
Operating Income 1,239,590 (5,646) 1,233,944
---------- ------- ----------
Other Income (Deductions):
Allowance for equity funds used
during construction 9,693 9,693
Write-off of River Bend rate deferrals (194,498) (194,498)
Miscellaneous - net 24,215 24,215
Income taxes 14,076 14,076
---------- ------- ----------
Total (146,514) (146,514)
---------- ------- ----------
Interest Charges:
Interest on long-term debt 646,063 (5,646) 640,417
Other interest - net 36,606 36,606
Allowance for borrowed funds used
during construction (8,309) (8,309)
Preferred dividend requirements 76,200 76,200
---------- ------- ----------
Total 750,560 (5,646) 744,914
---------- ------- ----------
Net Income $342,516 $ - $342,516
========== ======= ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF RETAINED EARNINGS
MARCH 31, 1996
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
Transaction Filing Transaction
(In Thousands)
<S> <C> <C>
Retained Earnings - April 1, 1995 $2,110,891 $2,110,891
Add
Net Income 342,516 342,516
---------- ----------
Total 2,453,407 2,453,407
---------- ----------
Deduct:
Dividends declared on common stock 410,095 410,095
Capital stock and other expenses 410 410
---------- ----------
Total 410,505 410,505
---------- ----------
Retained Earnings - March 31, 1996 $2,042,902 $2,042,902
========== ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION
PRO FORMA BALANCE SHEET
MARCH 31, 1996
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
ASSETS Transaction Filing Transaction
(In Thousands)
<S> <C> <C>
Investment in Wholly-owned Subsidiaries $6,463,534 $6,463,534
---------- ----------
Current Assets:
Cash and cash equivalents:
Cash 23 23
Temporary cash investments - at cost,
which approximates market
Associated companies 18,821 18,821
Other 36,677 36,677
---------- ----------
Total cash and cash equivalents 55,521 55,521
Accounts receivable:
Associated companies 7,002 7,002
Other 356 356
Interest receivable 77,147 77,147
Other 9,329 9,329
---------- ----------
Total 149,355 149,355
---------- ----------
Deferred Debits 81,129 81,129
---------- ----------
TOTAL $6,694,018 $6,694,018
========== ==========
Adjustments to Reflect
Transactions Proposed
Before In Present After
CAPITALIZATION AND LIABILITIES Transaction Filing Transaction
(In Thousands)
Capitalization:
Common stock, $.01par value, authorized
500,000,000 shares; issued 230,017,485
shares $2,300 $2,300
Paid-in capital 4,214,751 4,214,751
Retained earnings 2,042,902 2,042,902
Less - treasury stock (1,983,639 shares) 59,961 59,961
---------- ----------
Total common shareholders' equity 6,199,992 6,199,992
---------- ----------
Current Liabilities:
Notes payable 270,000 270,000
Accounts payable:
Associated companies 3,597 3,597
Other 1,578 1,578
Dividends declared 102,615 102,615
Other current liabilities 11,750 11,750
---------- ----------
Total 389,540 389,540
---------- ----------
Deferred Credits and Noncurrent Liabilities 104,486 104,486
---------- ----------
TOTAL $6,694,018 $6,694,018
========== ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED MARCH 31, 1996
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
Transaction Filing Transaction
(In Thousands)
<S> <C> <C>
Income:
Equity in income of subsidiaries $388,930 $388,930
Interest on temporary investments 13,517 13,517
Miscellaneous income (90) (90)
-------- --------
Total 402,357 402,357
-------- --------
Expenses and Other Deductions:
Administrative and general expenses 57,023 57,023
Income taxes (credit) (2,907) (2,907)
Taxes other than income taxes (credit) 1,188 1,188
Interest (credit) 4,537 4,537
-------- --------
Total 59,841 59,841
-------- --------
Net Income $342,516 $342,516
======== ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION
PRO FORMA STATEMENT OF RETAINED EARNINGS
TWELVE MONTHS ENDED MARCH 31, 1996
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
Transaction Filing Transaction
(In Thousands)
<S> <C> <C>
Retained Earnings - April 1, 1995 $2,110,891 $2,110,891
Add
Net Income 342,516 342,516
---------- ----------
Total 2,453,407 2,453,407
---------- ----------
Deduct:
Dividends declared on common stock 410,095 410,095
Capital stock and other expenses 410 410
---------- ----------
Total 410,505 410,505
---------- ----------
Retained Earnings - March 31, 1996 $2,042,902 $2,042,902
========== ==========
</TABLE>
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