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Previous: KEMPER U S GOVERNMENT SECURITIES FUND, NSAR-A, 1998-06-29 |
Next: DATAPOINT CORP, 8-K, 1998-06-29 |
7
No. 70-8511
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
_________________________________
Post Effective Amendment No. 6
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.
P.O. Box 551 639 Loyola Avenue
Little Rock, Arkansas 72203 New Orleans, Louisiana 70113
Telephone: 501-377-4000 Telephone: 504-576-4000
Entergy Mississippi, Inc. Entergy New Orleans, 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)
_________________________________
Steven C. McNeal
Vice President, Corporate Finance
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, LA 70113
(504) 576-4363
(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.
Ann G. Roy, Esq.
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, Louisiana
70113
(504) 576-2095
The Application-Declaration is amended as follows:
Item 1. Description of Proposed Transactions.
Section A. Overview.
1. Paragraph 1 is deleted in its entirety and restated as
follows:
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, 2000 (1) to issue and sell one or more series of its
First Mortgage Bonds ("Bonds"), and/or one or more series of its
Debentures ("Debentures") in a combined aggregate principal
amount of said Bonds and Debentures not to exceed $685 million,
of which $310 million have been already issued, and (2) to enter
into arrangements for the issuance and sale of tax-exempt revenue
bonds in an aggregate principal amount not to exceed $515 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, of which $134 million have already
been issued, 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 $395 million
("Collateral Bonds") as security for the Tax-Exempt Bonds. Each
of these proposed transactions is discussed in detail below.
Section C. Issuance and Sale of Tax-Exempt Bonds and
Related Matters.
Paragraph 1 is amended in the seventh line by the deletion
of $350 million and the substitution of $515 million.
Paragraph 5 is amended by the restatement of the third
sentence in its entirety as follows:
At May 28, 1998, such rate is estimated to be approximately
5.8% 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.
Section D. Other.
Section D is deleted in its entirety and restated as
follows:
The Proceeds to be received from the issuance and sale of
the Bonds, Debentures and Tax-Exempt Bonds will not be used to
invest directly or indirectly in an exempt wholesale generator
("EWG") or foreign utility company ("FUCO"), as defined in
Sections 32 and 33, respectively, of the Holding Company Act.
Entergy hereby represents that, pursuant to Rule 54 under
the Act, (1) for the reasons discussed below, the condition set
forth in Rule 53(a)(1) that Entergy's "aggregate investment" in
EWGs and FUCOs not exceed 50% of Entergy's "consolidated retained
earnings" is not currently satisfied, and (2) all of the other
criteria of Rule 53(a) and (b) are satisfied.<FN1>
Entergy's "aggregate investment" in EWGs and FUCOs is
equal to approximately 54% of Entergy's "consolidated retained
earnings" as of March 31, 1998. Entergy's "aggregate
investment" currently exceeds the 50% limitation in Rule
53(a)(1) as a result of certain charges against Entergy's
consolidated retained earnings, including a net decrease of
approximately $140 million in Entergy's consolidated retained
earnings from the quarter ended June 30, 1997 to the quarter
ended September 30, 1997. This $140 million net decrease was
attributable primarily to the recording in July 1997 of a one-
time "windfall profits tax" imposed by the British government on
London Electricity plc ("London Electricity"), an indirect
subsidiary of Entergy and a FUCO, and other privatized companies
in the United Kingdom. This tax, which was approximately US$234
million for London Electricity, was made payable in
installments, the first of which was paid on December 1, 1997,
and the second which will be due on December 1, 1998. The first
installment was paid by London Electricity, without need for
additional investment by Entergy, and it is not anticipated that
there will be a need for any additional investment by Entergy to
fund London Electricity's payment of the second installment.
Entergy states that, but for the windfall profits tax, aggregate
earnings from EWGs and FUCOs would have made a positive
contribution to Entergy's retained earnings for the year ended
December 31, 1997.
Following the July 2, 1997 announcement by the Labour
Government of the proposed windfall profits tax, a Standard &
Poor's Ratings Group report listed 13 British utilities,
including London Electricity, on "CreditWatch with negative
implications". However, as of March 31, 1998, London
Electricity's senior debt ratings have not changed due to the
enactment of the windfall profits tax. Moreover, as noted
below, after Entergy announced its intent to acquire London
Electricity, Standard & Poor's Ratings Group affirmed its
outstanding ratings on the Entergy's operating companies' senior
secured debt.
Entergy currently is not rated by Standard & Poor's
Ratings Group. However, all of Entergy's operating companies
have securities ratings of at least investment grade, except
that Entergy Gulf States, Inc.'s ("Gulf States") securities
rating for all securities other than senior secured debt is
below investment grade. Currently, Gulf States has $904.7
million in long-term securities rated below investment grade
consisting of preferred stock, preference stock, quarterly
income preferred securities, debentures, and tax-exempt bonds.
However, as of July 1, 1998, $50 million in debentures will be
retired and $21.6 million in tax-exempt bonds will be redeemed
resulting in $833.1 million of long-term securities remaining
outstanding below investment grade for Gulf States.
Entergy further states that as of September 30, 1992,
before the original investment by Entergy in EWGs or FUCOs,
Entergy's consolidated debt to total capital ratio was 54.6% and
its capitalization ratio was 45.4%, and as of March 31, 1998,
Entergy's consolidated debt to total capital ratio was 57.1% and
its capitalization ratio was 42.9%.
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 July 10, 1998, or as soon thereafter as practicable, and that
the Commission's order authorizing the remaining transactions
proposed in this proceeding be issued by August 7, 1998 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
G-3 Financial Data Schedules
H-3 Revised suggested form of Notice of proposed
transactions for publication in the Federal Register.
Section B. Financial Statements
Section B is amended in its entirety as follows:
Financial Statements of System Energy as of March 31, 1998
(reference is made to Exhibit G-3 hereto).
Financial Statements of Entergy and subsidiaries,
consolidated, as of March 31, 1998.
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, 1997 and the Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 1998 (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, 1998.
Reference is made to Exhibit G-3 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.
SYSTEM ENERGY RESOURCES, INC.
ENTERGY CORPORATION
ENTERGY ARKANSAS, INC.
ENTERGY LOUISIANA, INC.
ENTERGY MISSISSIPPI, INC.
ENTERGY NEW ORLEANS, INC.
By: /s/ Naomi Nakagama
Naomi Nakagama
Senior Vice President -
Finance and Treasurer
Dated: June 29, 1998
_______________________________
<FN1> The terms "aggregate investment" and "consolidated retained
earnings" are used herein as defined in Rule 53.
3
EXHIBIT H-3
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- ; 70-8511)
SYSTEM ENERGY RESOURCES, INC., ET AL.
(DATE)
Entergy Corporation("Entergy"), P. O. Box 61005, New
Orleans, Louisiana 70161, a registered holding company, and its
subsidiary companies System Energy Resources, Inc. ("SERI")
Echelon One, 1340 Echelon Parkway, Jackson, Mississippi 39213;
Entergy Arkansas, Inc. ("Entergy Arkansas"), P. O. Box 551,
Little Rock, Arkansas 72203; Entergy Louisiana, Inc., ("Entergy
Louisiana"), 639 Loyola Avenue, New Orleans, Louisiana 70113;
Entergy Mississippi, Inc. ("Entergy Mississippi"), P. O. Box
1640, Jackson, Mississippi 39205; and Entergy New Orleans, Inc.,
("Entergy New Orleans" and together with Entergy Arkansas,
Entergy Louisiana, and Entergy Mississippi, "Operating
Subsidiaries"), 639 Loyola Avenue, New Orleans, Louisiana 70113,
have filed a post-effective amendment to their application-
declaration pursuant to Sections 6(a), 7, 9(a), 10, 12(b) and
12(d) of the Act and Rules 44, 45 and 54 thereunder.
By orders dated May 9, 1995 (HCAR No. 26287), August
18, 1995 (HCAR No. 16358) and August 27, 1996 ("Orders"), the
Commission authorized SERI, from time to time through December
31, 2000, to (a) issue and sell one or more series of its first
mortgage bonds ("Bonds") and one or more series of its debentures
("Debentures") in an aggregate principal amount not to exceed
$540 million, (b) 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, (c) issue
and pledge one or more new series of its first mortgage bonds
("Collateral Bonds") in an aggregate principal amount not to
exceed $395 million as security for the Tax-Exempt Bonds, and (d)
obtain one or more irrevocable Letters of Credit for an aggregate
amount up to $395 million, in order to obtain a more favorable
rating on series of Tax-Exempt Bonds. Pursuant to a
Reimbursement Agreement, SERI will reimburse the issuer of the
related Letter of Credit for any amount drawn on that Letter of
Credit, within a period not to exceed sixty months following the
date of the draw. Interest on unreimbursed amounts will not
exceed 200 basis points over the New York prime rate as published
in the Wall Street Journal. Each Reimbursement Agreement will
require the payment by SERI 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.
SERI proposes to increase its authorization to incur
obligations in connection with the issuance and sale of one or
more series of Bonds and/or Debentures in a combined aggregate
principal amount not to exceed $68 million, and the issuance and
sale of Tax-Exempt Bonds to an aggregate principal amount not to
exceed $515 million. All other terms and conditions authorized
in Orders will remain. These terms and conditions include, inter
alia, assignments by SERI of conditional rights held by SERI
under certain agreements entered into among SERI, Entergy and the
Operating Subsidiaries as additional security for the holders of
any series of Bonds or in connection with the issuance of Tax-
Exempt Bonds, and the issuance and pledge of Collateral Bonds as
security for Tax-Exempt Bonds..
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 [_______, 1998], 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
<TABLE>
<CAPTION>
SYSTEM ENERGY RESOURCES, INC.
ENTRIES TO REFLECT PROPOSED TRANSACTIONS
COLUMN 2 OF FINANCIAL STATEMENTS
(In Thousands)
Dr. Cr.
<S> <C> <C>
Entry no. 1:
Cash 377,423
Unamortized Debt Expense 3,577
Long-Term Debt - Tax Exempt Bonds 381,000
To record the sale of $381 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. 2:
Interest on Long-Term Debt 22,098
Cash 22,098
To record interest, and subsequent payment, on Tax-Exempt Bonds
(assuming 5.8% interest rate).
Entry no. 3:
Long-Term Debt - Tax-exempt bonds 326,600
Unamortized Loss on Reacquired debt 17,837
Unamortized Debt Expense 5,176
Unamortized Discount on Long-Term Debt 3,303
Cash 335,958
To record early redemption of Tax-Exempt Bonds at various maturity
dates and at various interest rates.
Entry no. 4:
Cash 30,493
Interest on Long-Term Debt 30,493
To record the reduction in interest expense on the retirement of Tax-
Exempt Bonds.
Entry no. 5:
Cash 371,519
Unamortized Debt Expense 3,481
Long-Term Debt - First Mortgage Bonds/Debentures 375,000
To record the sale of $375 million principal amount of First Mortgage
Bonds/Debentures at various maturity dates at various interest rates,
as well as the expenses incurred in connection with the issuance.
Entry no. 6:
Interest on Long-Term Debt 28,125
Cash 28,125
To record interest, and subsequent payment, on Bonds/Debentures
(assuming 7.5% interest rate).
Entry no. 7:
Long-Term Debt - First Mortgage bonds 300,000
Unamortized Loss on Reacquired debt 3,815
Unamortized Debt Expense 574
Unamortized Discount on Long-Term Debt 412
Cash 302,829
To record early redemption of First Mortgage Bonds at various maturity
dates and at various interest rates.
Entry no. 8:
Cash 22,368
Interest on Long-Term Debt 22,368
To record the reduction in interest expense on the retirement of First
Mortgage Bonds.
Entry no. 9:
Long-Term Debt - Debentures 75,000
Unamortized Loss on Reacquired debt 367
Unamortized Debt Expense 367
Unamortized Discount on Long-Term Debt 0
Cash 75,000
To record early redemption of Debentures at various maturity dates
and at various interest rates.
Entry no. 10:
Cash 5,724
Interest on Long-Term Debt 5,724
To record the reduction in interest expense on the retirement of
Debentures.
Entry no. 11:
Revenues 8,362
Cash 8,362
To record the decrease in revenues resulting from the decrease in
interest expense.
Entry no. 12:
Temporary Cash Investments-Other 35,155
Cash 35,155
To record the increases in Temporary Cash Investments-Other resulting
from the transactions listed above.
Entry Summary
Cash 0
Unamortized Debt Expense 941
Unamortized Loss on Required Debt 22,019
Revenue 8,362
Temporary Cash Investments - Other 35,155
Long-Term Debt - Tax-Exempt Bonds 54,400
Interest on Long-Term Debt 8,362
Unamortized Discount on Long-Term Debt 3,715
66,477 66,477
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SYSTEM ENTERGY RESOURCES, INC.
PRO FORMA BALANCE SHEET
MARCH 31, 1998
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
ASSETS Transactions Filing Transaction
(In Thousands)
<S> <C> <C> <C>
Current Assets:
Cash and cash equivalents:
Cash $823 - $823
Temporary cash investments - at cost, which
approximates market:
Associated Companies 70,187 70,187
Other 165,453 $35,155 200,608
---------- ------- ----------
Total cash and cash equivalents 236,463 35,155 271,618
Accounts receivable:
Associated companies 80,092 80,092
Other 4,027 4,027
Materials and supplies - at average cost 63,126 63,126
Deferred nuclear refueling outage costs 4,459 4,459
Prepayments and other 6,392 6,392
---------- ------- ----------
Total 394,559 35,155 429,714
---------- ------- ----------
Other Property and Investments:
Decommissioning trust fund 92,933 92,933
---------- ------- ----------
Utility Plant:
Electric 3,025,236 3,025,236
Electric plant under leases 440,970 440,970
Construction work in progress 46,610 46,610
Nuclear fule under capital lease 57,093 57,093
---------- ------- ----------
Total 3,569,909 - 3,569,909
Less - Accumulated depreciation
and amortization 1,115,791 - 1,115,791
---------- ------- ----------
Utility plant - net 2,454,118 - 2,454,118
---------- ------- ----------
Deferred Debits and Other Assets:
Regulatory Assets:
SFAS 109 regulatory asset - net 238,384 238,384
Unamortized loss on required debt 49,786 22,019 71,805
Other regulatory assets 192,702 192,702
Other 13,917 941 14,858
---------- ------- ----------
Total 494,789 22,960 517,749
---------- ------- ----------
TOTAL $3,436,399 $58,115 $3,494,514
========== ======= ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SYSTEM ENTERGY RESOURCES, INC.
PRO FORMA BALANCE SHEET
March 31, 1998
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
LIABILITIES AND SHAREHOLDER'S EQUITY Transactions Filing Transaction
(In Thousands)
<S> <C> <C> <C>
Current Liabilities:
Currently maturing long-term debt $70,000 ($70,000) $ -
Accounts payable:
Associated Companies 30,212 30,212
Other 16,904 16,904
Taxes accrued 89,106 89,106
Interest accrued 30,974 30,974
Obligations under capital leases 39,139 39,139
Other 1,324 1,324
---------- -------- ----------
Total 277,659 (70,000) 207,659
---------- -------- ----------
Deferred Credits:
Accumulated deferred income taxes 545,996 545,996
Accumulated deferred investment tax credits 99,302 99,302
Obligations under capital leases 17,954 17,954
FERC Settlement - refund obligation 47,074 47,074
Other 262,808 262,808
---------- -------- ----------
Total 973,134 - 973,134
---------- -------- ----------
Long-term debt 1,334,186 128,115 1,462,301
Common Shareholder's Equity
Common stock, no par value, authorized
1,000,000 shares; issued and outstanding
789,350 shares 789,350 789,350
Retained Earnings 62,070 62,070
---------- -------- ----------
Total 851,420 - 851,420
---------- -------- ----------
TOTAL $3,436,399 $58,115 $3,494,514
========== ======== ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SYSTEM ENTERGY RESOURCES, INC.
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED MARCH 31, 1998
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
Transactions Filing Transaction
(In Thousands)
<S> <C> <C> <C>
Operating Revenues $626,642 $(8,362) $618,280
-------- ------- --------
Operating expenses:
Operation and maintenance:
Fuel and fuel related expenses 47,305 - 47,305
Nuclear refueling outage expenses 4,599 4,599
Other operation and maintenance 114,869 - 114,869
Depreciation and amortization 142,219 - 142,219
Taxes other than income taxes 26,813 - 26,813
-------- ------- --------
Total 335,805 - 335,805
-------- ------- --------
Operating income 290,837 (8,362) 282,475
-------- ------- --------
Other income (Deductions)
Allowance for equity funds used during construction 2,482 2,482
Miscellaneous income and deductions - net 10,298 10,298
-------- ------- --------
Total 12,780 - 12,780
-------- ------- --------
Interest Charges:
Interest on long-term debt 120,451 (8,362) 112,089
Other interest - net 6,891 6,891
Allowance for borrowed funds used during construction (1,880) (1,880)
-------- ------- --------
Total 125,462 (8,362) 117,100
-------- ------- --------
Income before income taxes 178,155 - 178,155
Income Taxes 75,619 75,619
-------- ------- --------
Net Income $102,536 - $102,536
======== ======= ========
</TABLE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
March 31, 1998
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
ASSETS Transaction Filing Transaction
(In Thousands)
<S> <C> <C> <C>
Current Assets:
Cash and cash equivalents:
Cash $66,288 $66,288
Temporary cash investments - at cost,
which approximates market 716,413 $ 35,155 751,568
Special deposits 206,335 206,335
----------- -------- -----------
Total cash and cash equivalents 989,036 35,155 1,024,191
Notes receivable 5,589 5,589
Accounts receivable:
Customer (less allowance for
doubtful accounts of $31.7 million) 419,424 419,424
Other 216,846 216,846
Accrued unbilled revenues 461,651 461,651
Deferred fuel 126,295 126,295
Fuel inventory 109,874 109,874
Materials and supplies - at average cost 388,249 388,249
Rate deferrals 165,615 165,615
Prepayments and other 180,871 180,871
----------- -------- -----------
Total 3,063,450 35,155 3,098,605
----------- -------- -----------
Other Property and Investments:
Decommissioning trust funds 626,356 626,356
Non-regulated investments 588,896 588,896
Other 222,988 222,988
----------- -------- -----------
Total 1,438,240 - 1,438,240
----------- -------- -----------
Utility Plant:
Electric 25,505,909 25,505,909
Plant acquisition adjustment - Entergy Gulf States 435,094 435,094
Electric plant under leases 674,483 674,483
Property under capital leases - electric 131,197 131,197
Natural gas 176,173 176,173
Steam products 81,881 81,881
Construction work in progress 627,360 627,360
Nuclear fuel under capital leases 245,164 245,164
Nuclear fuel 70,961 70,961
----------- -------- -----------
Total 27,948,222 - 27,948,222
Less - accumulated depreciation and amortization 9,798,817 9,798,817
----------- -------- -----------
Utility plant - net 18,149,405 - 18,149,405
----------- -------- -----------
Deferred Debits and Other Assets:
Regulatory Assets:
Rate deferrals 154,189 154,189
SFAS 109 regulatory asset - net 1,166,144 1,166,144
Unamortized loss on reacquired debt 191,981 22,019 214,000
Other regulatory assets 495,678 495,678
Long-term receivables 36,301 36,301
CitiPower license (net of $29.4 million of amortization) 493,991 493,991
London Electricity license (net of $40.3 million of amortization) 1,342,226 1,342,226
Other 510,221 941 511,162
----------- -------- -----------
Total 4,390,731 22,960 4,413,691
----------- -------- -----------
TOTAL $27,041,826 $58,115 $27,099,941
=========== ======== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
March 31, 1998
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
LIABILITIES AND SHAREHOLDERS' EQUITY Transaction Filing Transaction
(In Thousands)
<S> <C> <C> <C>
Current Liabilities:
Currently maturing long-term debt $504,687 ($70,000) $434,687
Notes payable 602,118 602,118
Accounts payable 714,245 714,245
Customer deposits 183,736 183,736
Taxes accrued 436,791 436,791
Accumulated deferred income taxes 15,500 15,500
Interest accrued 205,739 205,739
Dividends declared 118,865 118,865
Obligations under capital leases 175,979 175,979
Other 61,817 61,817
----------- -------- -----------
Total 3,019,477 (70,000) 2,949,477
----------- -------- -----------
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes 4,578,364 4,578,364
Accumulated deferred investment tax credits 574,866 574,866
Obligations under capital leases 200,784 200,784
Other 1,904,456 1,904,456
----------- -------- -----------
Total 7,258,470 - 7,258,470
----------- -------- -----------
Long-term debt 9,025,711 128,115 9,153,826
Subsidiaries' preferred stock with sinking fund 182,755 182,755
Subsidiary's preference stock 150,000 150,000
Company-obligated mandatorily redeemable
preferred securities of subsidiary trusts holding
solely junior subordinated deferrable debentures 215,000 215,000
Company-obligated redeemable preferred securities
of subsidiary holding solely junior subordinated
deferrable debentures 300,000 300,000
Shareholders' Equity:
Subsidiaries' preferred stock without sinking fund 338,455 338,455
Common stock, $.01par value, authorized
500,000,000 shares; issued 246,556,946 shares 2,466 2,466
Additional paid-in capital 4,625,592 4,625,592
Retained earnings 1,984,903 1,984,903
Cumulative foreign currency translation adjustment (53,124) (53,124)
Less - treasury stock (266,805 shares) 7,879 7,879
----------- -------- -----------
Total 6,890,413 - 6,890,413
----------- -------- -----------
TOTAL $27,041,826 $58,115 $27,099,941
=========== ======== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
TWELVE MONTHS ENDED MARCH 31, 1998
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
Transaction Filing Transaction
(In Thousands)
<S> <C> <C> <C>
Operating Revenues:
Domestic electric $6,406,958 ($8,362) $6,398,596
Natural gas 130,274 130,274
Steam products 40,975 40,975
Competitive growth businesses 3,250,853 3,250,853
---------- ------- ----------
Total 9,829,060 (8,362) 9,820,698
---------- ------- ----------
Operating Expenses:
Operation and maintenance:
Fuel, fuel-related expenses,
and gas purchased for resale 1,627,262 1,627,262
Purchased power 2,676,523 2,676,523
Nuclear refueling outage expenses 79,295 79,295
Other operation and maintenance 1,943,750 1,943,750
Depreciation, amortization and decommissioning 1,004,437 1,004,437
Taxes other than income taxes 368,242 368,242
Other regulatory credits (31,765) (31,765)
Amortization of rate deferrals 390,869 390,869
---------- ------- ----------
Total 8,058,613 - 8,058,613
---------- ------- ----------
Operating Income 1,770,447 (8,362) 1,762,085
---------- ------- ----------
Other Income:
Allowance for equity funds used
during construction 9,373 9,373
Miscellaneous - net (218,523) (218,523)
---------- ------- ----------
Total (209,150) - (209,150)
---------- ------- ----------
Interest Charges:
Interest on long-term debt 803,352 (8,362) 794,990
Other interest - net 49,821 49,821
Distributions on preferred securities of subsidiaries 28,325 28,325
Allowance for borrowed funds used
during construction (7,380) (7,380)
---------- ------- ----------
Total 874,118 (8,362) 865,756
---------- ------- ----------
Income Before Income Taxes 687,179 - 687,179
Income Taxes 452,711 452,711
---------- ------- ----------
Net Income 234,468 - 234,468
Preferred and Preference Dividend Requirements of
Subsidiaries and Other 48,269 - 48,269
---------- ------- ----------
Earnings Applicable to Common Stock $186,199 $- $186,199
========== ======= ==========
</TABLE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION
PRO FORMA BALANCE SHEET
MARCH 31, 1998
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
ASSETS Transactions Filing Transactions
(In Thousands)
<S> <C> <C> <C>
Current Assets:
Cash and cash equivalents:
Temporary cash investments - at cost,
which approximates market:
Associated companies $11,549 $11,549
Other 27,224 27,224
---------- ------ ----------
Total cash and cash equivalents 38,773 - 38,773
Accounts receivable:
Associated companies 31,101 31,101
Interest receivable 134 134
Other 30,715 30,715
---------- ------ ----------
Total 100,723 - 100,723
---------- ------ ----------
Investment in Wholly-owned Subsidiaries 6,827,785 6,827,785
---------- ------ ----------
Deferred Debits and Other Assets 87,381 - 87,381
---------- ------ ----------
Total $7,015,889 $- $7,015,889
========== ====== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Notes payable $267,500 $267,500
Accounts payable:
Associated companies 4,047 4,047
Other 2,055 2,055
Interest accrued 445 445
Other current liabilities 119,142 119,142
---------- ------ ----------
Total 393,189 - 393,189
---------- ------ ----------
Deferred Credits and Noncurrent Liabilities 70,742 - 70,742
---------- ------ ----------
Shareholders' Equity:
Common stock, $.01 par value, authorized
500,000,000 shares; issued 246,556,946 shares 2,466 2,466
Paid-in capital 4,625,592 4,625,592
Retained earnings 1,984,903 1,984,903
Cumulative foreign currency translation adjustment (53,124) (53,124)
Less cost of treasury stock (306,852 shares in
1997 and 1,496,118 shares in 1996) 7,879 7,879
---------- ------ ----------
Total common shareholders' equity 6,551,958 - 6,551,958
---------- ------ ----------
Total $7,015,889 $- $7,015,889
========== ====== ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED MARCH 31, 1998
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
Transactions Filing Transactions
(In Thousands)
<S> <C> <C> <C>
Income:
Equity in income of subsidiaries $269,257 $269,257
Interest on temporary investments 3,798 3,798
-------- ---- --------
Total 273,055 - 273,055
-------- ---- --------
Expenses and Other Deductions:
Administrative and general expenses 70,730 70,730
Income taxes (credit) (1,192) (1,192)
Taxes other than income taxes 1,298 1,298
Interest 16,829 16,829
-------- ---- --------
87,665 - 87,665
-------- ---- --------
NET INCOME $185,390 $- $185,390
======== ==== ========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000202584
<NAME> SYSTEM ENERGY RESOURCES, INC.
<SUBSIDIARY>
<NUMBER> 018
<NAME> SYSTEM ENERGY RESOURCES, INC.
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1998
<PERIOD-END> MAR-31-1998 MAR-31-1998
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 2,454,118 2,454,118
<OTHER-PROPERTY-AND-INVEST> 92,933 92,933
<TOTAL-CURRENT-ASSETS> 394,559 429,714
<TOTAL-DEFERRED-CHARGES> 494,789 517,749
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 3,436,399 3,494,514
<COMMON> 789,350 789,350
<CAPITAL-SURPLUS-PAID-IN> 0 0
<RETAINED-EARNINGS> 62,070 62,070
<TOTAL-COMMON-STOCKHOLDERS-EQ> 851,420 851,420
0 0
0 0
<LONG-TERM-DEBT-NET> 1,334,186 1,462,301
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 70,000 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 17,954 17,954
<LEASES-CURRENT> 39,139 39,139
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,123,700 1,123,700
<TOT-CAPITALIZATION-AND-LIAB> 3,436,399 3,436,399
<GROSS-OPERATING-REVENUE> 626,642 618,280
<INCOME-TAX-EXPENSE> 75,619 75,619
<OTHER-OPERATING-EXPENSES> 335,805 335,805
<TOTAL-OPERATING-EXPENSES> 335,805 335,805
<OPERATING-INCOME-LOSS> 290,837 282,475
<OTHER-INCOME-NET> 12,780 12,780
<INCOME-BEFORE-INTEREST-EXPEN> 303,617 295,255
<TOTAL-INTEREST-EXPENSE> 125,462 117,100
<NET-INCOME> 102,536 102,536
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 102,536 102,536
<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
<CIK> 0000065984
<NAME> ENTERGY CORPORATION AND SUBSIDIARIES
<SUBSIDIARY>
<NUMBER> 023
<NAME> ENTERGY CORPORATION AND SUBSIDIARIES
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1998
<PERIOD-END> MAR-31-1998 MAR-31-1998
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 18,149,405 18,149,405
<OTHER-PROPERTY-AND-INVEST> 1,438,240 1,438,240
<TOTAL-CURRENT-ASSETS> 3,063,450 3,098,605
<TOTAL-DEFERRED-CHARGES> 4,390,731 4,413,691
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 27,041,826 27,099,941
<COMMON> 2,466 2,466
<CAPITAL-SURPLUS-PAID-IN> 4,625,592 4,625,592
<RETAINED-EARNINGS> 1,984,903 1,984,903
<TOTAL-COMMON-STOCKHOLDERS-EQ> 6,551,958 6,551,958
397,755 397,755
788,455 788,455
<LONG-TERM-DEBT-NET> 9,025,711 9,153,826
<SHORT-TERM-NOTES> 602,118 602,118
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 504,687 434,687
0 0
<CAPITAL-LEASE-OBLIGATIONS> 200,784 200,784
<LEASES-CURRENT> 175,979 175,979
<OTHER-ITEMS-CAPITAL-AND-LIAB> 8,794,379 8,794,379
<TOT-CAPITALIZATION-AND-LIAB> 27,041,826 27,099,941
<GROSS-OPERATING-REVENUE> 9,829,060 9,820,698
<INCOME-TAX-EXPENSE> 452,711 452,711
<OTHER-OPERATING-EXPENSES> 8,058,613 8,058,613
<TOTAL-OPERATING-EXPENSES> 8,058,613 8,058,613
<OPERATING-INCOME-LOSS> 1,770,447 1,762,085
<OTHER-INCOME-NET> (209,150) (209,150)
<INCOME-BEFORE-INTEREST-EXPEN> 1,561,297 1,552,935
<TOTAL-INTEREST-EXPENSE> 874,118 865,756
<NET-INCOME> 234,468 234,468
48,269 48,269
<EARNINGS-AVAILABLE-FOR-COMM> 186,199 186,199
<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
<CIK> 0000065984
<NAME> ENTERGY CORPORATION
<SUBSIDIARY>
<NUMBER> 022
<NAME> ENTERGY CORPORATION
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1998
<PERIOD-END> MAR-31-1998 MAR-31-1998
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 0 0
<OTHER-PROPERTY-AND-INVEST> 6,827,785 6,827,785
<TOTAL-CURRENT-ASSETS> 100,723 100,723
<TOTAL-DEFERRED-CHARGES> 87,381 87,381
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 7,015,889 7,015,889
<COMMON> 2,466 2,466
<CAPITAL-SURPLUS-PAID-IN> 4,625,592 4,625,592
<RETAINED-EARNINGS> 1,984,903 1,984,903
<TOTAL-COMMON-STOCKHOLDERS-EQ> 6,612,961 6,612,961
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 267,500 267,500
<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> 135,428 135,428
<TOT-CAPITALIZATION-AND-LIAB> 7,015,889 7,015,889
<GROSS-OPERATING-REVENUE> 0 0
<INCOME-TAX-EXPENSE> 0 0
<OTHER-OPERATING-EXPENSES> 0 0
<TOTAL-OPERATING-EXPENSES> 0 0
<OPERATING-INCOME-LOSS> 0 0
<OTHER-INCOME-NET> 273,055 273,055
<INCOME-BEFORE-INTEREST-EXPEN> 273,055 273,055
<TOTAL-INTEREST-EXPENSE> 87,665 87,665
<NET-INCOME> 185,390 185,390
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 185,390 185,390
<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>
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