SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date earliest event reported) January 18, 1994
(January 18, 1994)
GULF STATES UTILITIES COMPANY
(Exact name of registrant as specified in charter)
TEXAS
(State or other jurisdiction of incorporation)
1-2703 74-0662730
(Commission file number) (IRS Employer Identification No.)
350 Pine Street, Beaumont, Texas 77701
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (409) 838-6631
INDEX
Item 1. Changes in Control of Registrant - (none)
Item 2. Acquisition or Disposition of Assets - (none)
Item 3. Bankruptcy or Receivership - (none)
Item 4. Changes in Registrant's Certifying Accountant - (none)
Item 5. Other Materially Important Events - p. 1
Item 6. Resignations of Registrant's Directors - (none)
Item 7. Financial Statements and Exhibits - (none)
Form 8-K Gulf States Utilities Company Page 1
January 18, 1994
Item 5. Other Materially Important Events
The Company has previously reported in its Form 10-K for
the fiscal year ended December 31, 1992, the existence of
three purported class action complaints filed in state
courts in Jefferson County, Texas against the Company and
its directors (collectively, "Defendants") relating to
the proposed business combination between the Company and
Entergy Corporation (Entergy). The Company has executed
a Memorandum of Understanding with counsel for the
plaintiffs in these suits agreeing in principle to settle
such actions subject to execution of an appropriate
stipulation of settlement, approval by the court and
certain other conditions. In the Memorandum, the
Defendants have denied any actionable acts or omissions
and state that they have entered into the Memorandum
solely to eliminate the burden and expense of further
litigation and to facilitate the consummation of the
business combination. The Memorandum memorialized
certain agreements by the Company and Entergy for the
benefit of shareholders principally in the event the
business combination were not consummated, including a
covenant to consider reinstitution of dividends on the
common stock of the Company in such event. The business
combination was consummated on December 31, 1993.
Incident to the settlement, the Defendants agreed not to
oppose an application for attorneys' fees by plantiffs'
counsel which do not exceed $500,000.00 or for an award
of expenses not to exceed $50,000.00.
Form 8-K Gulf States Utilities Company Page 2
January 18, 1994
___________________________
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
GULF STATES UTILITIES COMPANY
By /S/FRANK F. GALLAHER
Frank F. Gallaher
President
Dated: January 18, 1994
