GULF STATES UTILITIES COMPANY
EMPLOYEES' THRIFT PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
WITH REPORT OF INDEPENDENT ACCOUNTANTS
for the years ended December 31, 1993 and 1992
<PAGE>
GULF STATES UTILITIES COMPANY
EMPLOYEES' THRIFT PLAN
INDEX OF FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
Page
Report of Independent Accountants 2
Financial Statements:
Statement of Net Assets Available for Benefits With Fund 3
Information as of December 31, 1993
Statement of Net Assets Available for Benefits With Fund 4
Information as of December 31, 1992
Statement of Changes in Net Assets Available for Benefits With 5
Fund Information for the year ended December 31, 1993
Statement of Changes in Net Assets Available for Benefits With 6
Fund Information for the year ended December 31, 1992
Notes to Financial Statements 7
Supplemental Schedules:
Item 27 (a) - Schedule of Assets Held for Investment Purposes 12
as of December 31, 1993
Item 27 (b) - Schedule of Loans or Fixed Income Obligations 14
for the year ended December 31, 1993
Item 27 (d) - Schedule of Reportable Transactions 15
for the year ended December 31, 1993
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Employee Benefits Committee of
Entergy Corporation:
We have audited the accompanying statements of net assets
available for benefits of Gulf States Utilities Company
Employees' Thrift Plan (the Plan) as of December 31, 1993 and
1992, and the related statements of changes in net assets
available for benefits for the years then ended. These financial
statements are the responsibility of the Employee Benefits
Committee. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform our audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for benefits of the Plan as of December 31, 1993 and
1992, and the changes in net assets available for benefits for
the years then ended in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
supplemental schedules listed in the index on page 1 are
presented for the purpose of additional analysis and are not a
required part of the basic financial statements but are
supplementary information required by the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The Fund
Information in the statement of net assets available for benefits
and statement of changes in net assets available for benefits is
presented for purposes of additional analysis rather than to
present the net assets available for benefits and changes in net
assets available for benefits of each fund. The supplemental
schedules and Fund Information have been subjected to the
auditing procedures applied in the audits of the basic financial
statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
/s/ Coopers & Lybrand
COOPERS & LYBRAND
Houston, Texas
June 23, 1994
<PAGE>
<TABLE>
GULF STATES UTILITIES COMPANY
EMPLOYEES' THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
as of December 31, 1993
<CAPTION>
Fund Information
Investment
Common Preferred Acorn Guardian Puritan Savings Contract Participant
Stock Stock Fund Fund Fund Fund Fund Loans Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PLAN ASSETS:
Interest receivable $ 210,041 $ 44,155 $ 254,196
Participant loans $12,536,457 12,536,457
Investment in securities,
at market value:
Entergy Corporation
common stock,
995,243 shares (cost
$21,600,230) $35,828,748 35,828,748
Gulf States Utilities
Company $4.40
Dividend Preferred
Stock, 961 shares
(cost $60,471) $62,465 62,465
Gulf States Utilities
Company $9.75
Dividend Preferred
Stock, 280 shares
(cost $34,869) 27,544 27,544
Investment in mutual
funds, at market value:
Acorn Fund,
1,539,606 units
(cost $16,025,838) 21,477,501 21,477,501
Guardian Fund,
152,460 units
(cost $2,815,391) 2,835,751 2,835,751
Puritan Fund,
143,894 units
(cost $2,306,869) 2,266,337 2,266,337
U.S. Government Notes,
at market value:
Federal Home Loan
Bank Discount Note,
3.20% due 1/4/94
(cost $16,244,540) 16,244,545 16,244,545
Tennessee Valley
Authority Zero Coupon
Note, 3.19% due
2/10/94 (cost
$9,946,094) 9,946,090 9,946,090
Other notes (in
aggregate)(cost
$20,635,715) 15,885,032 4,763,176 20,648,208
Investment Contracts, at
contract value:
Principal Mutual Life
Insurance Company 6,244,837 6,244,837
Provident Life & Accident
Insurance Company 3,643,779 3,643,779
Provident National
Assurance Company 5,957,745 5,957,745
The Prudential Insurance
Company of America 9,769,170 9,769,170
State Mutual Life
Assurance Company 3,641,990 3,641,990
CNA Insurance Company 3,751,871 3,751,871
Investment in IDS Trust
Fund, at market value,
141,419 units (cost
$4,950,143) 4,975,815 4,975,815
Temporary cash investments 245,448 791,024 868,877 544,729 1,043,938 2,145,123 5,639,139
----------- ------- ----------- ---------- ---------- ----------- ----------- ----------- ------------
Net Assets Available for
Benefits $36,074,196 $90,009 $22,268,525 $3,704,628 $2,811,066 $43,329,646 $44,937,661 $12,536,457 $165,752,188
=========== ======= =========== ========== ========== =========== =========== =========== ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
<TABLE>
GULF STATES UTILITIES COMPANY
EMPLOYEES' THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
as of December 31, 1992
<CAPTION>
Fund Information
Investment
Common Preferred Acorn Savings Contract Participant
Stock Stock Fund Fund Fund Loans Total
<S> <C> <C> <C> <C> <C> <C> <C>
PLAN ASSETS:
Participant loans $11,083,161 $11,083,161
Investment in securities, at
market value:
Gulf States Utilities
Company common stock,
2,199,782 shares (cost
$25,129,301) $35,746,458 35,746,458
Gulf States Utilities
Company $4.40
Dividend Preferred
Stock, 996 shares (cost
$62,904) $64,740 64,740
Gulf States Utilities
Company $9.75
Dividend Preferred
Stock, 281 shares (cost
$34,987) 27,501 27,501
Investment in Acorn Fund, at
market value, 232,902 units
(cost $10,155,974) $12,881,794 12,881,794
Certificates of deposit $44,723,000 $2,400,000 47,123,000
Investment Contracts, at
contract value:
Principal Mutual Life 5,809,151 5,809,151
Insurance Company
Life Insurance Company of 2,552,537 2,552,537
Virginia
Provident National 5,464,818 5,464,818
Assurance Company
The Prudential Insurance
Company of America 11,493,497 11,493,497
CNA Insurance Company 3,548,876 3,548,876
Temporary cash investments 136,796 562 748,679 1,798,769 2,684,806
----------- ------- ----------- ----------- ----------- ----------- ------------
Net Assets Available for Benefits $35,883,254 $92,241 $12,882,356 $45,471,679 $33,067,648 $11,083,161 $138,480,339
=========== ======= =========== =========== =========== =========== ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
<TABLE>
GULF STATES UTILITIES COMPANY
EMPLOYEES' THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
for the year ended December 31, 1993
<CAPTION>
Fund Information
Investment
Common Preferred Acorn Guardian Puritan Savings Contract Participant
Stock Stock Fund Fund Fund Fund Fund Loans Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Contributions:
Employees $1,433,562 $1,909,919 $ 89,679 $ 61,481 $ 3,468,619 $ 3,122,515 $ 10,085,775
Employer 587,980 690,899 31,443 21,077 1,582,537 1,189,017 4,102,953
----------- ------- ----------- ---------- ---------- ----------- ----------- ----------- ------------
2,021,542 2,600,818 121,122 82,558 5,051,156 4,311,532 14,188,728
----------- ------- ----------- ---------- ---------- ----------- ----------- ----------- ------------
Net Investment Income:
Interest income 5,029 3,649 383 315 1,447,050 2,710,110 $ 848,323 5,014,859
Dividend income 6,962 955,821 73,763 1,036,546
----------- ------- ----------- ---------- ---------- ----------- ----------- ----------- ------------
5,029 6,962 959,470 383 74,078 1,447,050 2,710,110 848,323 6,051,405
----------- ------- ----------- ---------- ---------- ----------- ----------- ----------- ------------
Net appreciation
(depreciation) in
market value of
investments 7,586,006 67 3,632,565 20,359 (40,533) 12,494 25,672 11,236,630
----------- ------- ----------- ---------- ---------- ----------- ----------- ----------- ------------
Distributions:
Cash (300,666) (2,199) (118,741) (912) (912) (2,356,056) (1,070,310) (3,849,796)
Securities withdrawn
in kind (311,993) (4,749) (316,742)
Loans distributed (38,376) (38,376)
----------- ------- ----------- ---------- ---------- ----------- ----------- ----------- ------------
(612,659) (2,199) (123,490) (912) (912) (2,356,056) (1,070,310) (38,376) (4,204,914)
----------- ------- ----------- ---------- ---------- ----------- ----------- ----------- ------------
Transfers between funds (8,808,976) (7,062) 2,316,806 3,563,676 2,695,875 (6,296,677) 5,893,009 643,349 0
----------- ------- ----------- ---------- ---------- ----------- ----------- ----------- ------------
Increase (decrease) in
Net Assets Available
for Benefits 190,942 (2,232) 9,386,169 3,704,628 2,811,066 (2,142,033) 11,870,013 1,453,296 27,271,849
Net Assets Available
for Benefits, Beginning
of Year 35,883,254 92,241 12,882,356 0 0 45,471,679 33,067,648 11,083,161 138,480,339
----------- ------- ----------- ---------- ---------- ----------- ----------- ----------- ------------
Net Assets Available
for Benefits, End
of Year $36,074,196 $90,009 $22,268,525 $3,704,628 $2,811,066 $43,329,646 $44,937,661 $12,536,457 $165,752,188
=========== ======= =========== ========== ========== =========== =========== =========== ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
<TABLE>
GULF STATES UTILITIES COMPANY
EMPLOYEES' THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
for the year ended December 31, 1992
<CAPTION>
Fund Information
Investment
Common Preferred Acorn Savings Contract Participant
Stock Stock Fund Fund Fund Loans Total
<S> <C> <C> <C> <C> <C> <C> <C>
Contributions:
Employees $1,205,620 $1,376,388 $3,756,589 $2,631,614 $8,970,211
Employer 536,558 485,334 1,695,356 993,721 3,710,969
----------- ------- ----------- ----------- ----------- ----------- ------------
1,742,178 1,861,722 5,451,945 3,625,335 12,681,180
----------- ------- ----------- ----------- ----------- ----------- ------------
Net Investment Income:
Interest income 6,686 2,370 1,864,273 2,290,438 $854,736 5,018,503
Dividend income $27,672 523,924 551,596
----------- ------- ----------- ----------- ----------- ----------- ------------
6,686 27,672 526,294 1,864,273 2,290,438 854,736 5,570,099
----------- ------- ----------- ----------- ----------- ----------- ------------
Net appreciation (depreciation) in
market value of investments 12,278,862 (17,179) 1,874,538 14,136,221
----------- ------- ----------- ----------- ----------- ----------- ------------
Distributions:
Cash (418,119) (2,137) (341,618) (3,106,946) (1,353,841) (5,222,661)
Securities withdrawn in kind (386,173) (782) (79,550) (466,505)
Loans distributed (135,000) (135,000)
----------- ------- ----------- ----------- ----------- ----------- ------------
(804,292) (2,919) (421,168) (3,106,946) (1,353,841) (135,000) (5,824,166)
----------- ------- ----------- ----------- ----------- ----------- ------------
Transfers between funds 2,165,652 (43,248) (568,467) (5,471,090) 2,546,000 1,371,153 0
----------- ------- ----------- ----------- ----------- ----------- ------------
Increase (decrease) in Net Assets
Available for Benefits 15,389,086 (35,674) 3,272,919 (1,261,818) 7,107,932 2,090,889 26,563,334
Net Assets Available for Benefits,
Beginning of Year 20,494,168 127,915 9,609,437 46,733,497 25,959,716 8,992,272 111,917,005
----------- ------- ----------- ----------- ----------- ----------- ------------
Net Assets Available for Benefits,
End of Year $35,883,254 $92,241 $12,882,356 $45,471,679 $33,067,648 $11,083,161 $138,480,339
=========== ======= =========== =========== =========== =========== ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
GULF STATES UTILITIES COMPANY
EMPLOYEES' THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
1. Plan Description:
The following brief description of the Gulf States Utilities Company
Employees' Thrift Plan (the "Plan") is provided for general
information purposes only. Participants should refer to the
Plan document for more complete information.
General. The Plan is a defined contribution plan of Gulf States
Utilities Company (the "Company") designed to encourage and assist
employees in a long-range program of savings and to assist the
Company in securing and retaining qualified personnel.
Participation in the Plan is available to all employees of the
Company who have completed one year of service during which they
worked 1,000 or more hours. The Plan is subject to the provisions
of the Employee Retirement Income Security Act of 1974 ("ERISA").
These ERISA provisions set forth the requirements for participation,
vesting of benefits, fiduciary conduct for administering and
handling Plan assets, and for disclosure of Plan information. At
December 31, 1993, all assets of the Plan were held by Texas
Commerce Bank-Beaumont, N.A. (the "Trustee"); except for those
assets placed in investment contracts (which are held by the
companies issuing the contracts), and those assets invested in any
of the Plan's mutual fund options (which are held by the mutual
fund).
Contributions. Participants may elect to contribute a percentage
(2%, 3%, 4%, 5%, or 6%) of their monthly compensation to the Plan in
the form of matched after-tax contributions, matched 401(k)
contributions, or a combination of part after-tax and part 401(k)
contributions; so long as their total contribution does not exceed
6% of their monthly compensation. The Company contributes an amount
equal to 50 cents for every $1.00 that a participant contributes as
a matched after-tax contribution or as a matched 401(k)
contribution.
The Plan also allows participants to make voluntary, supplemental
contributions to the Plan in the form of unmatched after-tax
contributions. The Plan permits these unmatched after-tax
contributions to be contributed in 1% increments ranging from 2% to
10% of a participant's monthly compensation. The Plan also allows
participants to elect to treat all or any portion of their unmatched
contributions as unmatched 401(k) contributions, so long as the
total of unmatched after-tax contributions and unmatched 401(k)
contributions does not exceed 10% of the participant's monthly
compensation.
The Internal Revenue Code of 1986, as amended (the "Code"), limits
the annual amount of a participant's 401(k) contribution. For 1993,
the limit was $8,994. Moreover, the Code limits the total amount
of all contributions which highly compensated employees may make to the
Plan as a percentage of all contributions made by all other employees.
In addition, the Code limits the total amount of all contributions
which can be made for an employee who is a participant not only in
the Thrift Plan, but also in the Company's Trusteed Retirement Plan
and the Employee Stock Ownership Plan.
Vesting provisions. All employee contributions and Company
contributions are 100% vested as of the date of deposit to a
participant's account and are nonforfeitable.
Payment of Benefits. Each participant is entitled to receive
distribution of the full value of his or her Plan account if the
participant terminates employment from the Company for any reason.
Distribution will be made in a lump-sum in accordance with terms of
the Plan. A participant is also entitled to make in-service
withdrawals of after-tax contributions made by the participant to
the Plan. These withdrawals may be subject to a 10% penalty unless
the participant is age 59 1/2 or older.
Fund Information. Employee and Company contributions are invested
in the Plan as specified by each employee participant. Investment
options available to employees under the Plan are the Common Stock
Fund (Fund A), the Savings Fund (Fund C), the Investment Contract
Fund (Fund D), the Acorn Mutual Fund (Fund E), or a combination of
two or more of these Funds. In 1977, the Company amended the Plan
to eliminate the investment option in the Company's $4.40 Dividend
and $9.75 Dividend Preferred Stocks (Fund B); consequently, no
employees are making contributions under this option. Investments
in Preferred Stock held prior to the amendment date are still
retained as assets available for benefits. Effective as of
September 1, 1993, the Company amended the Plan to include two new
mutual funds, the Puritan Fund (Fund F) and the Guardian Fund (Fund
G), as new investment options under the Plan. The Puritan Fund is
managed by Fidelity Management & Research Company. Guardian Fund is
managed by Neuberger & Berman Management Incorporated.
As of December 31, 1993, 4,474 employees of those eligible were
participating in the Plan, 1,260 of whom had investments in more
than one of the available options of the Plan. In addition, there
were 386 employees participating only under Fund A, 1,588 employees
participating only under Fund C, 779 employees participating only
under Fund D, 373 employees participating only under Fund E, 32
employees participating only under Fund F and 56 employees
participating only under Fund G.
The Plan includes a loan provision which permits active participants
to borrow up to one-half of their total account balance, subject to
stated maximum and minimum limits, at the current prime rate (as
stated monthly by the Trustee) with repayment terms not to exceed 60
months.
2. Summary of Significant Accounting Policies:
Basis of Presentation. The financial statements are prepared on the
accrual basis in accordance with generally accepted accounting
principles. However, the cash basis of accounting is used to
prepare the Annual Return/Report of Employee Benefit Plan (Form 5500).
As a result of the different accounting methods used, amounts accrued
in the financial statements for Interest receivable and for Interest
income are $254,196 higher than amounts included for these same
items in Form 5500 where no accrual was made. The following are
significant accounting policies followed by the Plan in preparing the
financial statements:
Investments. Investments in common stock, mutual funds, and
government notes are stated at their market value on the last
business day of the Plan Year. Investments in preferred stock are
valued in the same manner where such prices are available. If such
prices are not available, the preferred stock is valued based upon
an approximation of market value made by a registered securities
dealer. Investments in insurance contracts are valued at contract
value. Participant loans are carried at unpaid principal balance since
there is no market for these loans.
Investments are made by the Trustee, as determined by written
instruction from the employee, in the funds described above.
Purchases of common stock under Fund A are made by the Trustee in
the open market through a broker on a national or regional
securities exchange. The purchase price for shares acquired in the
open market is equal to the actual cost of acquisition. Similarly,
the sales price for shares sold in the open market is equal to the
actual proceeds received.
Expenses. Participants are charged with expenses in connection with
the purchase or sale of securities for participants accounts and for
fees charged under the Investment Contract Fund. However, all
administrative expenses of the Plan are borne by the Company. The
Plan reserves the right to have future administrative expenses paid
from the Plan's assets.
Net Appreciation (Depreciation). The Plan presents in the Statement
of Changes in Net Assets Available for Benefits the net appreciation
(depreciation) in the market value of its investments which consists
of the realized gains or losses and the unrealized appreciation
(depreciation) on those investments.
3. Tax Status:
The Internal Revenue Service (IRS) advised on September 23, 1988,
that the Plan, as amended effective through January 1, 1988,
constitutes a qualified plan and trust under Section 401(a) of the
Code and is, therefore, exempt from federal income taxes under
provisions of Section 501(a). As a part of the Tax Reform Act of
1986 and subsequent legislation, certain changes have also been
enacted in the Code which became applicable to the Plan effective as
of January 1, 1989, January 1, 1990, January 1, 1992 and January 1,
1993. The Company believes it has made all necessary amendments to
maintain the Plan's qualified status under the Code and the Company
will apply for a determination letter from the IRS that the amended
and restated Plan remains qualified under the Code and ERISA.
However, there can be no assurance that a favorable determination
letter will be issued by the IRS.
4. Concentration of Credit Risk:
The Plan invests in certificates of deposit with a small number of
banks. For deposit insurance purposes, the certificates of deposit
are considered to be owned by each participant and insured up to
$100,000 per participant. However, since December 19, 1992, the
insurance coverage of $100,000 per participant will be available
only if the bank issuing the certificate of deposit is eligible to
accept "brokered deposits" under the FDIC Improvement Act of 1991.
The Plan invests in government notes & securities which include
direct obligations of the United States, or obligations of agencies
or instrumentalities thereof, which are backed by the full faith
and credit of the United States.
The Plan invests in guaranteed investment contracts with five
insurance companies and is subject to credit risk with respect to
these insurance companies.
5. Entergy Corporation/Gulf States Utilities Company Business
Combination:
On June 5, 1992, the Company entered into an Agreement and Plan of
Reorganization with Entergy Corporation providing for a combination
of the companies pursuant to which common shareholders of the
Company would, upon consummation of the transaction, receive $20.00
in cash or .558 shares of common stock of Entergy Corporation for
each share of Gulf States Utilities common stock. All necessary
regulatory and shareholders approvals were received and the merger
became effective on December 31, 1993. Accordingly, 1,783,590
shares of Gulf States Utilities common stock held by the Plan were
converted to Entergy Corporation common stock effective December 31,
1993.
Also effective with the signing of the merger, the Plan was amended
to redefine certain terms used in the Plan and to establish the
Employee Benefits Committee of Entergy Corporation as the
administrator of the Plan. All references to common stock after the
effective time of the merger refer to common stock of Entergy
Corporation.
6. Subsequent Event:
On May 5, 1994, the Entergy Corporation Board of Directors approved
the consolidation of the Savings Plan of Entergy Corporation and
subsidiaries and Gulf States Utilities Company Employees' Thrift
Plan effective January 1, 1995. This consolidation was approved by
the Gulf States Utilities Company Board of Directors on May 23,
1994, however, remains subject to the approval of collective
bargaining and receipt of a favorable determination letter from the
Internal Revenue Service.
The market value of Entergy Corporation common stock decreased from
$36.00 per share at December 31, 1993 to $25.375 per share at June
22, 1994.
<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
<TABLE>
<CAPTION>
GULF STATES UTILITIES COMPANY
EMPLOYEES' THRIFT PLAN
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
as of December 31, 1993
Par/Maturity
Description of Investment Value Cost Current Value
<S> <C> <C> <C>
Entergy Corporation Common Stock $.01 par value $21,600,230 $35,828,748
=========== ===========
Gulf States Utilities Company:
$4.40 dividend preferred stock $96,100 $60,471 $62,465
$9.75 dividend preferred stock 28,000 34,869 27,544
---------- -----------
$95,340 $90,009
========== ===========
Investment Contracts:
The Prudential Insurance Company of
American
GIC Contract #GA-6134
9.21%, due 9/30/94 $2,779,677 $2,779,677
GIC Contract #GA-6499
9.16%, due 3/31/94 6,989,493 6,989,493
Provident National Assurance Company
GIC Contract #027-04834
9.02% due 3/31/96 5,957,745 5,957,745
Provident Life & Accident Insurance Company
GIC Contract #GA-627-05486
5.53%,due 9/30/97 3,643,779 3,643,779
Principal Mutual Life Insurance Company
GIC Contract #GA4-3226-1
7.50% due 9/29/96 6,244,837 6,244,837
CNA Insurance Company
GIC Contract #GP-12825
5.72% due 3/31/97 3,751,871 3,751,871
State Mutual Life Assurance Company
GIC Contract #GA-92030A
5.42%, due 9/30/97 3,641,990 3,641,990
IDS Trust - #IM1700 4,950,143 4,975,815
----------- -----------
$37,959,535 $37,985,207
=========== ===========
Government Notes and Securities:
Federal Farm Credit Bank Discount Note
3.212%, due 1/20/94 $4,790,000 $4,763,176 $4,763,176
Federal Home Loan Bank Discount Note
3.12%, due 1/11/94 6,350,000 6,301,502 6,301,505
Federal Home Loan Bank Discount Note
3.20%, due 1/04/94 16,330,000 16,244,540 16,244,545
Federal Home Loan Mortgage Corporation
Discount Note, 3.168%, due 1/05/94 1,650,000 1,637,213 1,649,703
Federal Home Loan Mortgage Corporation
Discount Note, 3.14%, due 1/13/94 8,000,000 7,933,824 7,933,824
Tennessee Valley Authority Zero Coupon
3.19%, due 2/10/94 10,000,000 9,946,094 9,946,090
----------- ----------- -----------
$47,120,000 $46,826,349 $46,838,843
=========== =========== ===========
Acorn Investment Trust - Acorn Fund $16,025,838 $21,477,501
=========== ===========
Neuberger & Berman Equity Trust - $2,815,391 $2,835,751
Guardian Fund =========== ===========
Fidelity Puritan Fund Incorporated - $2,306,869 $2,266,337
Puritan Fund =========== ===========
Temporary Cash Investments:
Savings Fund Passbook Savings Account $1,043,938 $1,043,938
Common Stock Passbook Savings Account 245,448 245,448
Investment Contract Fund Money Market Account 2,145,123 2,145,123
Acorn Fund Passbook Savings Account 791,024 791,024
N&B Guardian Fund Money Market Account 868,877 868,877
Fidelity Puritan Fund Money Market Account 544,729 544,729
----------- -----------
$5,639,139 $5,639,139
=========== ===========
Participant Loans (Rate 6.50% - 12%) $12,536,457 $12,536,457
============ ============
Total Assets Held for Investment Purposes $145,805,148 $165,497,992
============ ============
</TABLE>
<PAGE>
<TABLE>
GULF STATES UTILITIES COMPANY
EMPLOYEES' THRIFT PLAN
ITEM 27(b) - SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS
as of December 31, 1993
<CAPTION>
Amount
(a) (b) (c) Received During (f)
Identity and Original Reporting Year Unpaid (g) Amount Overdue
Address Amount of (d) (e) Balance at Detailed Description (h) (i)
of Obligor Loan Principal Interest End of Year of Loan Principal Interest
<S> <C> <C> <C> <C> <C> <C> <C>
###-##-#### $20,000.00 $0.00 $0.00 $12,272.84 Check Date - 09/20/88 $12,272.84 $1,318.88
Lester A. Baker Interest Rate - 10%
2111 Shady Cliff Payment - $566.34
San Antonio, Tx 78232 Term - 42 mos.
###-##-#### $7,969.00 $0.00 $0.00 $7,011.27 Check Date - 09/20/88 $7,011.27 $1,623.51
Daniel Cassidy Interest Rate - 10%
34 Stanley St. Payment - $169.32
Pleasantville, NY 10570 Term -60 mos.
###-##-#### $10,000.00 $0.00 $0.00 $3,008.86 Check Date - 10/14/88 $3,008.86 $214.79
James W. Dunham Interest Rate - 10 1/2%
2009 12th Ave. Payment - $214.94
Pt. Arthur, TX 77642 Term - 60 mos.
###-##-#### $4,615.29 $418.53 $156.33 $3,228.95 Check Date - 09/15/91 $437.72 $137.14
Douglas G. Duplantis Interest Rate - 9.00%
318 Phil's Lane Payment - $95.81
Lake Charles, LA 70611 Term - 60 mos.
###-##-#### $4,376.26 $0.00 $0.00 $3,862.25 Check Date - 02/15/90 $2,618.01 $902.91
Darryl W. Fontenot Interest Rate - 11%
2329 Broadway Payment - $95.16
Beaumont, TX 77702 Term - 60 mos.
###-##-#### $2,451.01 $70.31 $26.77 $2,242.50 Check Date - 08/15/92 $364.09 $121.31
Richard P. Guyote Interest Rate - 7.00%
P.O. Box 1482 Payment - $48.54
Sulphur, LA 70664 Term - 60 mos.
###-##-#### $10,000.00 $0.00 $0.00 $5,076.20 Check Date - 08/15/88 $5,076.20 $369.20
Roy Haarmeyer Interest Rate - 9 1/2 %
304 Hollywood Payment - $320.33
Conroe, TX 77302 Term - 36 mos.
###-##-#### $10,000.00 $0.00 $0.00 $10,000.00 Check Date - 11/15/91 $3,660.00 $1,469.25
Brian D. Hamborg Interest Rate - 8 1/2%
3264 Farmbrook Dr. Payment - $205.17
Grove City, OH 43123 Term - 60 mos.
###-##-#### $12,300.00 $0.00 $0.00 $8,063.96 Check Date - 08/15/88 $8,063.96 $1,234.98
Collins D. LaFleur Interest Rate - 9 1/2 %
Rt. 1 Box 13675 Payment - $258.33
Lake Charles, LA 70601 Term -60 mos.
###-##-#### $2,146.00 $0.00 $0.00 $2,091.04 Check Date - 07/15/90 $1,287.07 $512.00
Frank LeBaron Interest Rate - 10 1/2%
5951 Bennie Ln. Payment - $46.13
Lake Charles, LA 70605 Term - 60 mos.
###-##-#### $1,500.00 $0.00 $0.00 $968.71 Check Date - 08/15/91 $968.71 $59.05
Larry P. McCarty Interest Rate - 9%
P.O.Box 1153 Payment - $68.53
Liberty, TX 77575 Term -24 mos.
###-##-#### $8,930.00 $0.00 $0.00 $4,693.14 Check Date - 08/15/88 $4,693.14 $423.64
Sherman E. Reaves Interest Rate - 9 1/2 %
P.O. Box 236 Payment - $187.55
Minden, LA 71508 Term - 60 mos.
###-##-#### $3,000.00 $0.00 $0.00 $1,315.52 Check Date - 10/15/91 $1,315.52 $54.82
Denise M. Rousseau Interest Rate - 9.00%
3260 Myrtle Ave. Payment - $137.06
Baton Rouge, LA 70806 Term - 24 mos.
###-##-#### $4,953.00 $357.37 $73.43 $1,778.73 Check Date - 10/15/89 $755.10 $106.50
Timothy Sharlow Interest Rate - 11.00%
109 Monticello Dr. Payment - $107.70
Lafayette, LA 70503 Term - 60 mos.
###-##-#### $1,000.00 $0.00 $0.00 $400.76 Check Date - 03/15/89 $400.76 $18.55
Carolynn C. Terrell Interest Rate - 11%
3755 Buffalo Cr. Payment - $46.61
Beaumont, TX 77703 Term - 24 mos.
</TABLE>
<PAGE>
<TABLE>
GULF STATES UTILITIES COMPANY
EMPLOYEES' THRIFT PLAN
ITEM 27 (d) - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1993
<CAPTION>
Selling or
Purchase Redemption Gain/
Description of Transactions Price (1) Price (1) Cost (1) Loss
<S> <C> <C> <C> <C>
Purchase of NationsBank, $19,300,000
Certificate of Deposit
Aggregate purchases of NationsBank, 20,300,000
Certificates of Deposit
Redemptions of NationsBank, $19,300,000 $19,300,000 -
Certificate of Deposit 8,800,000 8,800,000 -
Aggregate redemptions of NationsBank, 41,900,000 41,900,000 -
Certificate of Deposit
Redemption of First City Bank, 8,080,000 8,080,000 -
Certificate of Deposit
Redemptions of Texas Commerce Bank, 10,000,000 10,000,000 -
Certificate of Deposit 7,443,000 7,443,000 -
Aggregate redemptions of Texas Commerce Bank, 17,443,000 17,443,000 -
Certificate of Deposit
Purchases of Merrill Lynch 20,400,000
Government Funds
8,000,000
Aggregate purchases of Merrill Lynch 33,700,000
Government Funds
Redemptions of Merrill Lynch 18,000,000 18,000,000 -
Government Funds
10,000,000 10,000,000 -
Aggregate redemptions of Merrill Lynch 33,700,000 33,700,000 -
Government Funds
Purchases of U.S. Government Notes 15,522,187
7,977,636
25,541,786
9,837,100
6,944,262
17,628,234
7,965,603
7,933,824
16,244,539
9,946,094
Aggregate purchases of U.S. 176,702,150
Government Notes
Redemptions of U.S. Government Notes 7,965,603 7,965,603 -
15,640,000 15,640,000 -
25,541,786 25,541,786 -
8,883,696 8,883,696 -
17,628,235 17,628,235 -
10,925,592 10,925,592 -
8,974,840 8,974,840 -
9,837,100 9,837,100
Aggregate redemptions of U. S. 129,998,833 129,998,833 -
Government Notes
Aggregate purchases of Gulf States 3,913,502
Utilities Company Common Stock
Aggregate sells of Gulf States Utilities 11,105,225 7,130,580 3,974,645
Company Common Stock
Aggregate purchases of Acorn Mutual Fund 8,344,146
Aggregate sells of Acorn Mutual Fund 3,258,918 2,350,228 908,690
</TABLE>
(1) Amounts include all fees incurred in connection with the transaction.
<PAGE>
SIGNATURE
The Plan. Pursuant to the requirements of the Securities and
Exchange Act of 1934, the Employee Benefits Committee has duly caused
this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
THRIFT PLAN OF
GULF STATES UTILITIES COMPANY
By: /s/ William O. VanAs
William O. VanAs
Director of
Employee Benefits
Date: July 6, 1994
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Gulf States Utilities Company on Form S-8 (File No. 2-
76551) of our report dated June 23, 1994, on our audits of the
financial statements of Gulf States Utilities Company Employees' Thrift
Plan as of December 31, 1993 and 1992, and for the years then ended,
and the supplemental schedules as of and for the year ended December
31, 1993, which report is included in this Annual Report on Form 11-K.
/s/ Coopers & Lybrand
COOPERS & LYBRAND
Houston, Texas
June 23, 1994
