AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 18, 1994.
REGISTRATION NO. 33-5067
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
Post-Effective Amendment No. 2
to
FORM S-3
Under
THE SECURITIES ACT OF 1933
----------------------
GULF STATES UTILITIES COMPANY
(Exact name of registrant as specified in charter)
TEXAS 74-0662730
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
350 PINE STREET, BEAUMONT, TEXAS 77701
(409) 838-6631
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Gerald D. McInvale
Senior Vice President and Chief Financial Officer
Gulf States Utilities Company
P. O. Box 2951
Beaumont, Texas 77704
(409) 838-6631
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sales pursuant to the Plan: As
soon as practicable after the effective date of the Registration Statement.
----------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. (X)
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. ( )
Amending: Part 1 -- Prospectus
==========================================================================
Pursuant to that certain Agreement and Plan of Reorganization
dated as of June 5, 1992, as amended (the "Agreement"), between
Entergy Corporation ("Entergy") and Gulf States Utilities Company
(the "Company"), all of the outstanding shares of common stock of
the Company have been acquired on December 31, 1993, by Entergy-GSU
Holdings, Inc., a Delaware corporation the name of which has been
changed to Entergy Corporation, in exchange for cash and shares of
common stock of Entergy Corporation. As a consequence, there will
be no further issuance of the Company's common stock.
By virtue of Registration Statement No. 33-5067 for the
Company's Automatic Dividend Reinvestment and Stock Purchase Plan
(the "Plan) filed on April 23, 1986, with the Securities and
Exchange Commission on Form S-3, the Company registered 6,000,000
shares of its common stock for issuance to participants in the
Plan. As of this date, 4,096,553 of those shares remain authorized
but unissued. As a result of consummation of the reorganization
pursuant to the Agreement, the Company hereby files this
Post-Effective Amendment No. 2 and requests deregistration of the
4,096,553 shares of the Company's common stock previously
registered for the Plan.
EXHIBIT INDEX
Exhibit No.
(24) Powers of Attorney - Board of Directors.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Beaumont, State of Texas, on the 18th day of January, 1994.
GULF STATES UTILITIES COMPANY
By: /S/EDWIN LUPBERGER
Edwin Lupberger,
Chairman and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in their capacities and on the dates indicated.
Signature Title Date
/S/EDWIN LUPBERGER
(Edwin Lupberger) Chairman and Chief
Executive officer January 18, 1994
/S/GERALD D. MCINVALE
(Gerald D. McInvale) Senior Vice President
and Chief Financial Officer January 18, 1994
/S/LEE W. RANDALL
(Lee W. Randall) Vice President, Chief
Accounting Officer and
Assistant Secretary January 18, 1994
*Paul M. Murrill, Monroe J.
Rathbone, Jr., Bismark A.
Steinhagen, James Taussig II,
Frank W. Harrison, Jr., Robert H. Directors
Barrow, Sam F. Segnar, Eugene H.
Owen, Bookman Peters, William F.
Klausing
*By: /S/B. H. HUGHES
(B. H. Hughes, January 7, 1994
Attorney-in-Fact)
GULF STATES UTILITIES COMPANY
POWER OF ATTORNEY
WHEREAS, the Board of Directors of Gulf States Utilities
Company, a Texas corporation, at a Regular Meeting held April 3,
1986, authorized the officers and directors of the Company to
execute a registration statement on the appropriate form for the
registration of participations in, and the issuance of up to
6,000,000 additional shares of Common Stock, without par value,
of Gulf States Utilities Company for, the Company's Automatic
Dividend Reinvestment and Stock Purchase Plan and authorized the
proper officers of the Company to cause said registration
statement to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended.
NOW, THEREFORE, I, the undersigned, in my capacity as a
director of officer, or both, as the case may be, of said Company
hereby appointed Joseph L. Donnelly, Jack L. Schenck, Stephen K.
Burton, or B. H. Hughes, and each of them severally, my true and
lawful attorneys or attorney to execute in my name, place and
stead, in my capacity as a director of officer, or both, any and
all amendments and post-effective amendments thereto and all
instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission.
Each of said attorneys shall have power to act hereunder with or
without the other of said attorneys, and shall have power of
substitution and resubstitution. Each of said attorneys shall
have full power and authority to do and perform in the name and
on behalf of the undersigned, in any and all capacities, every
act whatsoever requisite or necessary to be done in the premises,
as fully and to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and approving the acts of
said attorneys and each of them. Each of said attorneys shall
have the power to authorize the Company's agent for service named
in the registration statement to execute and file any amendments
to the registration statement when permitted by applicable
regulations.
IN TESTIMONY WHEREOF, the undersigned has executed this
instrument this 17th day of December, 1993.
/S/ROBERT H. BARROW
Robert H. Barrow
Director
GULF STATES UTILITIES COMPANY
POWER OF ATTORNEY
WHEREAS, the Board of Directors of Gulf States Utilities
Company, a Texas corporation, at a Regular Meeting held April 3,
1986, authorized the officers and directors of the Company to
execute a registration statement on the appropriate form for the
registration of participations in, and the issuance of up to
6,000,000 additional shares of Common Stock, without par value,
of Gulf States Utilities Company for, the Company's Automatic
Dividend Reinvestment and Stock Purchase Plan and authorized the
proper officers of the Company to cause said registration
statement to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended.
NOW, THEREFORE, I, the undersigned, in my capacity as a
director of officer, or both, as the case may be, of said Company
hereby appointed Joseph L. Donnelly, Jack L. Schenck, Stephen K.
Burton, or B. H. Hughes, and each of them severally, my true and
lawful attorneys or attorney to execute in my name, place and
stead, in my capacity as a director of officer, or both, any and
all amendments and post-effective amendments thereto and all
instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission.
Each of said attorneys shall have power to act hereunder with or
without the other of said attorneys, and shall have power of
substitution and resubstitution. Each of said attorneys shall
have full power and authority to do and perform in the name and
on behalf of the undersigned, in any and all capacities, every
act whatsoever requisite or necessary to be done in the premises,
as fully and to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and approving the acts of
said attorneys and each of them. Each of said attorneys shall
have the power to authorize the Company's agent for service named
in the registration statement to execute and file any amendments
to the registration statement when permitted by applicable
regulations.
IN TESTIMONY WHEREOF, the undersigned has executed this
instrument this 17th day of December, 1993.
/S/JOSEPH L. DONNELLY
Joseph L. Donnelly
Chairman of the Board, President and
Chief Executive Officer
GULF STATES UTILITIES COMPANY
POWER OF ATTORNEY
WHEREAS, the Board of Directors of Gulf States Utilities
Company, a Texas corporation, at a Regular Meeting held April 3,
1986, authorized the officers and directors of the Company to
execute a registration statement on the appropriate form for the
registration of participations in, and the issuance of up to
6,000,000 additional shares of Common Stock, without par value,
of Gulf States Utilities Company for, the Company's Automatic
Dividend Reinvestment and Stock Purchase Plan and authorized the
proper officers of the Company to cause said registration
statement to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended.
NOW, THEREFORE, I, the undersigned, in my capacity as a
director of officer, or both, as the case may be, of said Company
hereby appointed Joseph L. Donnelly, Jack L. Schenck, Stephen K.
Burton, or B. H. Hughes, and each of them severally, my true and
lawful attorneys or attorney to execute in my name, place and
stead, in my capacity as a director of officer, or both, any and
all amendments and post-effective amendments thereto and all
instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission.
Each of said attorneys shall have power to act hereunder with or
without the other of said attorneys, and shall have power of
substitution and resubstitution. Each of said attorneys shall
have full power and authority to do and perform in the name and
on behalf of the undersigned, in any and all capacities, every
act whatsoever requisite or necessary to be done in the premises,
as fully and to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and approving the acts of
said attorneys and each of them. Each of said attorneys shall
have the power to authorize the Company's agent for service named
in the registration statement to execute and file any amendments
to the registration statement when permitted by applicable
regulations.
IN TESTIMONY WHEREOF, the undersigned has executed this
instrument this 17th day of December, 1993.
/S/FRANK W. HARRISON, JR.
Frank W. Harrison, Jr.
Director
GULF STATES UTILITIES COMPANY
POWER OF ATTORNEY
WHEREAS, the Board of Directors of Gulf States Utilities
Company, a Texas corporation, at a Regular Meeting held April 3,
1986, authorized the officers and directors of the Company to
execute a registration statement on the appropriate form for the
registration of participations in, and the issuance of up to
6,000,000 additional shares of Common Stock, without par value,
of Gulf States Utilities Company for, the Company's Automatic
Dividend Reinvestment and Stock Purchase Plan and authorized the
proper officers of the Company to cause said registration
statement to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended.
NOW, THEREFORE, I, the undersigned, in my capacity as a
director of officer, or both, as the case may be, of said Company
hereby appointed Joseph L. Donnelly, Jack L. Schenck, Stephen K.
Burton, or B. H. Hughes, and each of them severally, my true and
lawful attorneys or attorney to execute in my name, place and
stead, in my capacity as a director of officer, or both, any and
all amendments and post-effective amendments thereto and all
instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission.
Each of said attorneys shall have power to act hereunder with or
without the other of said attorneys, and shall have power of
substitution and resubstitution. Each of said attorneys shall
have full power and authority to do and perform in the name and
on behalf of the undersigned, in any and all capacities, every
act whatsoever requisite or necessary to be done in the premises,
as fully and to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and approving the acts of
said attorneys and each of them. Each of said attorneys shall
have the power to authorize the Company's agent for service named
in the registration statement to execute and file any amendments
to the registration statement when permitted by applicable
regulations.
IN TESTIMONY WHEREOF, the undersigned has executed this
instrument this 17th day of December, 1993.
/S/WILLIAM F. KLAUSING
William F. Klausing
Director
GULF STATES UTILITIES COMPANY
POWER OF ATTORNEY
WHEREAS, the Board of Directors of Gulf States Utilities
Company, a Texas corporation, at a Regular Meeting held April 3,
1986, authorized the officers and directors of the Company to
execute a registration statement on the appropriate form for the
registration of participations in, and the issuance of up to
6,000,000 additional shares of Common Stock, without par value,
of Gulf States Utilities Company for, the Company's Automatic
Dividend Reinvestment and Stock Purchase Plan and authorized the
proper officers of the Company to cause said registration
statement to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended.
NOW, THEREFORE, I, the undersigned, in my capacity as a
director of officer, or both, as the case may be, of said Company
hereby appointed Joseph L. Donnelly, Jack L. Schenck, Stephen K.
Burton, or B. H. Hughes, and each of them severally, my true and
lawful attorneys or attorney to execute in my name, place and
stead, in my capacity as a director of officer, or both, any and
all amendments and post-effective amendments thereto and all
instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission.
Each of said attorneys shall have power to act hereunder with or
without the other of said attorneys, and shall have power of
substitution and resubstitution. Each of said attorneys shall
have full power and authority to do and perform in the name and
on behalf of the undersigned, in any and all capacities, every
act whatsoever requisite or necessary to be done in the premises,
as fully and to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and approving the acts of
said attorneys and each of them. Each of said attorneys shall
have the power to authorize the Company's agent for service named
in the registration statement to execute and file any amendments
to the registration statement when permitted by applicable
regulations.
IN TESTIMONY WHEREOF, the undersigned has executed this
instrument this 17th day of December, 1993.
/S/PAUL W. MURRILL
Paul W. Murrill
Director
GULF STATES UTILITIES COMPANY
POWER OF ATTORNEY
WHEREAS, the Board of Directors of Gulf States Utilities
Company, a Texas corporation, at a Regular Meeting held April 3,
1986, authorized the officers and directors of the Company to
execute a registration statement on the appropriate form for the
registration of participations in, and the issuance of up to
6,000,000 additional shares of Common Stock, without par value,
of Gulf States Utilities Company for, the Company's Automatic
Dividend Reinvestment and Stock Purchase Plan and authorized the
proper officers of the Company to cause said registration
statement to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended.
NOW, THEREFORE, I, the undersigned, in my capacity as a
director of officer, or both, as the case may be, of said Company
hereby appointed Joseph L. Donnelly, Jack L. Schenck, Stephen K.
Burton, or B. H. Hughes, and each of them severally, my true and
lawful attorneys or attorney to execute in my name, place and
stead, in my capacity as a director of officer, or both, any and
all amendments and post-effective amendments thereto and all
instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission.
Each of said attorneys shall have power to act hereunder with or
without the other of said attorneys, and shall have power of
substitution and resubstitution. Each of said attorneys shall
have full power and authority to do and perform in the name and
on behalf of the undersigned, in any and all capacities, every
act whatsoever requisite or necessary to be done in the premises,
as fully and to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and approving the acts of
said attorneys and each of them. Each of said attorneys shall
have the power to authorize the Company's agent for service named
in the registration statement to execute and file any amendments
to the registration statement when permitted by applicable
regulations.
IN TESTIMONY WHEREOF, the undersigned has executed this
instrument this 17th day of December, 1993.
/S/EUGENE H. OWEN
Eugene H. Owen
Director
GULF STATES UTILITIES COMPANY
POWER OF ATTORNEY
WHEREAS, the Board of Directors of Gulf States Utilities
Company, a Texas corporation, at a Regular Meeting held April 3,
1986, authorized the officers and directors of the Company to
execute a registration statement on the appropriate form for the
registration of participations in, and the issuance of up to
6,000,000 additional shares of Common Stock, without par value,
of Gulf States Utilities Company for, the Company's Automatic
Dividend Reinvestment and Stock Purchase Plan and authorized the
proper officers of the Company to cause said registration
statement to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended.
NOW, THEREFORE, I, the undersigned, in my capacity as a
director of officer, or both, as the case may be, of said Company
hereby appointed Joseph L. Donnelly, Jack L. Schenck, Stephen K.
Burton, or B. H. Hughes, and each of them severally, my true and
lawful attorneys or attorney to execute in my name, place and
stead, in my capacity as a director of officer, or both, any and
all amendments and post-effective amendments thereto and all
instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission.
Each of said attorneys shall have power to act hereunder with or
without the other of said attorneys, and shall have power of
substitution and resubstitution. Each of said attorneys shall
have full power and authority to do and perform in the name and
on behalf of the undersigned, in any and all capacities, every
act whatsoever requisite or necessary to be done in the premises,
as fully and to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and approving the acts of
said attorneys and each of them. Each of said attorneys shall
have the power to authorize the Company's agent for service named
in the registration statement to execute and file any amendments
to the registration statement when permitted by applicable
regulations.
IN TESTIMONY WHEREOF, the undersigned has executed this
instrument this 17th day of December, 1993.
/S/M. BOOKMAN PETERS
M. Bookman Peters
Director
GULF STATES UTILITIES COMPANY
POWER OF ATTORNEY
WHEREAS, the Board of Directors of Gulf States Utilities
Company, a Texas corporation, at a Regular Meeting held April 3,
1986, authorized the officers and directors of the Company to
execute a registration statement on the appropriate form for the
registration of participations in, and the issuance of up to
6,000,000 additional shares of Common Stock, without par value,
of Gulf States Utilities Company for, the Company's Automatic
Dividend Reinvestment and Stock Purchase Plan and authorized the
proper officers of the Company to cause said registration
statement to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended.
NOW, THEREFORE, I, the undersigned, in my capacity as a
director of officer, or both, as the case may be, of said Company
hereby appointed Joseph L. Donnelly, Jack L. Schenck, Stephen K.
Burton, or B. H. Hughes, and each of them severally, my true and
lawful attorneys or attorney to execute in my name, place and
stead, in my capacity as a director of officer, or both, any and
all amendments and post-effective amendments thereto and all
instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission.
Each of said attorneys shall have power to act hereunder with or
without the other of said attorneys, and shall have power of
substitution and resubstitution. Each of said attorneys shall
have full power and authority to do and perform in the name and
on behalf of the undersigned, in any and all capacities, every
act whatsoever requisite or necessary to be done in the premises,
as fully and to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and approving the acts of
said attorneys and each of them. Each of said attorneys shall
have the power to authorize the Company's agent for service named
in the registration statement to execute and file any amendments
to the registration statement when permitted by applicable
regulations.
IN TESTIMONY WHEREOF, the undersigned has executed this
instrument this 17th day of December, 1993.
/S/MONROE J. RATHBONE, JR.
Monroe J. Rathbone, Jr.
Director
GULF STATES UTILITIES COMPANY
POWER OF ATTORNEY
WHEREAS, the Board of Directors of Gulf States Utilities
Company, a Texas corporation, at a Regular Meeting held April 3,
1986, authorized the officers and directors of the Company to
execute a registration statement on the appropriate form for the
registration of participations in, and the issuance of up to
6,000,000 additional shares of Common Stock, without par value,
of Gulf States Utilities Company for, the Company's Automatic
Dividend Reinvestment and Stock Purchase Plan and authorized the
proper officers of the Company to cause said registration
statement to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended.
NOW, THEREFORE, I, the undersigned, in my capacity as a
director of officer, or both, as the case may be, of said Company
hereby appointed Joseph L. Donnelly, Jack L. Schenck, Stephen K.
Burton, or B. H. Hughes, and each of them severally, my true and
lawful attorneys or attorney to execute in my name, place and
stead, in my capacity as a director of officer, or both, any and
all amendments and post-effective amendments thereto and all
instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission.
Each of said attorneys shall have power to act hereunder with or
without the other of said attorneys, and shall have power of
substitution and resubstitution. Each of said attorneys shall
have full power and authority to do and perform in the name and
on behalf of the undersigned, in any and all capacities, every
act whatsoever requisite or necessary to be done in the premises,
as fully and to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and approving the acts of
said attorneys and each of them. Each of said attorneys shall
have the power to authorize the Company's agent for service named
in the registration statement to execute and file any amendments
to the registration statement when permitted by applicable
regulations.
IN TESTIMONY WHEREOF, the undersigned has executed this
instrument this 17th day of December, 1993.
/S/SAM F. SEGNAR
Sam F. Segnar
Director
GULF STATES UTILITIES COMPANY
POWER OF ATTORNEY
WHEREAS, the Board of Directors of Gulf States Utilities
Company, a Texas corporation, at a Regular Meeting held April 3,
1986, authorized the officers and directors of the Company to
execute a registration statement on the appropriate form for the
registration of participations in, and the issuance of up to
6,000,000 additional shares of Common Stock, without par value,
of Gulf States Utilities Company for, the Company's Automatic
Dividend Reinvestment and Stock Purchase Plan and authorized the
proper officers of the Company to cause said registration
statement to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended.
NOW, THEREFORE, I, the undersigned, in my capacity as a
director of officer, or both, as the case may be, of said Company
hereby appointed Joseph L. Donnelly, Jack L. Schenck, Stephen K.
Burton, or B. H. Hughes, and each of them severally, my true and
lawful attorneys or attorney to execute in my name, place and
stead, in my capacity as a director of officer, or both, any and
all amendments and post-effective amendments thereto and all
instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission.
Each of said attorneys shall have power to act hereunder with or
without the other of said attorneys, and shall have power of
substitution and resubstitution. Each of said attorneys shall
have full power and authority to do and perform in the name and
on behalf of the undersigned, in any and all capacities, every
act whatsoever requisite or necessary to be done in the premises,
as fully and to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and approving the acts of
said attorneys and each of them. Each of said attorneys shall
have the power to authorize the Company's agent for service named
in the registration statement to execute and file any amendments
to the registration statement when permitted by applicable
regulations.
IN TESTIMONY WHEREOF, the undersigned has executed this
instrument this 17th day of December, 1993.
/S/BISMARK A. STEINHAGEN
Bismark A. Steinhagen
Director
GULF STATES UTILITIES COMPANY
POWER OF ATTORNEY
WHEREAS, the Board of Directors of Gulf States Utilities
Company, a Texas corporation, at a Regular Meeting held April 3,
1986, authorized the officers and directors of the Company to
execute a registration statement on the appropriate form for the
registration of participations in, and the issuance of up to
6,000,000 additional shares of Common Stock, without par value,
of Gulf States Utilities Company for, the Company's Automatic
Dividend Reinvestment and Stock Purchase Plan and authorized the
proper officers of the Company to cause said registration
statement to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended.
NOW, THEREFORE, I, the undersigned, in my capacity as a
director of officer, or both, as the case may be, of said Company
hereby appointed Joseph L. Donnelly, Jack L. Schenck, Stephen K.
Burton, or B. H. Hughes, and each of them severally, my true and
lawful attorneys or attorney to execute in my name, place and
stead, in my capacity as a director of officer, or both, any and
all amendments and post-effective amendments thereto and all
instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission.
Each of said attorneys shall have power to act hereunder with or
without the other of said attorneys, and shall have power of
substitution and resubstitution. Each of said attorneys shall
have full power and authority to do and perform in the name and
on behalf of the undersigned, in any and all capacities, every
act whatsoever requisite or necessary to be done in the premises,
as fully and to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and approving the acts of
said attorneys and each of them. Each of said attorneys shall
have the power to authorize the Company's agent for service named
in the registration statement to execute and file any amendments
to the registration statement when permitted by applicable
regulations.
IN TESTIMONY WHEREOF, the undersigned has executed this
instrument this 17th day of December, 1993.
/S/JAMES E. TAUSSIG II
James E. Taussig II
Director
