File No. 69-335
FORM U-3A-2
Amendment No. 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
Statement of Holding Company Claiming Exemption Under
Rule U-3A-2 from the Provisions of the Public Utility
Holding Company Act of 1935
For the Period Ending 12/31/93
GULF STATES UTILITIES COMPANY
(Name of Company)
hereby files with the Securities and Exchange Commission,
pursuant to Rule U-3A-2, its statement claiming exemption as a
holding company from the provisions of the Public Utility Holding
Company Act of 1935 (the "Act"). Its first statement was filed
with the SEC on June 30, 1987.
On December 31, 1993, the Company became a subsidiary of a
registered holding company, Entergy Corporation. The transaction
between the Company and Entergy Corporation was approved by Order
of the Commission dated December 17, 1993 in Release No. 35-
25952, File No. 70-8059. It is the Company's understanding that
as a subsidiary of a registered holding company, under Rule 2(b)
the Company's claim for exemption evidenced by this and its
preceding filings will continue the exemption in effect without
further annual filings by the Company unless and until otherwise
required or ordered by the Securities and Exchange Commission.
In support of each claim for exemption, the following information
is submitted:
1.Name, state of organization, location, and nature of business
of claimant and every subsidiary thereof.
Gulf States Utilities Company ("GSU"), a Texas corporation
with its principal executive offices in Beaumont, Texas, is an
electric utility as defined in the Act, serving 28,000 square
miles in southeast Texas and south central Louisiana.
GSG&T, Inc. ("G&T"), a Texas corporation established on May
26, 1987, with offices in Beaumont, Texas, is a wholly-owned
subsidiary of GSU and, effective upon the transfer by GSU of
certain generation facilities to it on the 29th of June, 1987,
became an electric utility as defined in Section 2(a) (3) of
the Act, making GSU a utility holding company as defined in
Section 2(a) (7) (A) of the Act.
Prudential Oil & Gas, Inc. ("Prudential"), a Texas corporation
with offices in Beaumont, Texas, is a wholly-owned subsidiary
of GSU. Its business was to explore and develop oil and gas
properties and market oil and gas. Its oil and gas properties
were sold in 1987. It conducts no active business at this
time. Prudential is not a public utility.
Varibus Corporation ("Varibus"), a Texas corporation with
offices in Beaumont, Texas, is a wholly-owned subsidiary of
GSU and operates intrastate gas pipelines in Louisiana,
primarily to serve GSU's generating stations. In October
1989, Varibus abandoned and wrote-off the rights to
undeveloped lignite reserves. In addition, Vari Tech, an
unincorporated division of Varibus, in the past provided
scanning, conversion, editing, and other computer aided
drafting and design services and sold these services and
computer equipment to its clientele. Varibus is not a public
utility.
Southern Gulf Railway ("Southern Gulf"), a Texas corporation
with offices in Beaumont, Texas, is a wholly-owned subsidiary
of GSU. Southern Gulf is a rail spur subsidiary which is in
the process of constructing several miles of rail track in
Louisiana for the purpose of transporting coal for use as
boiler fuel in Unit 6 of the Nelson Station (see Schedule 1,
Item 3). Southern Gulf is not a public utility as defined in
the Act.
2.A brief description of the properties of claimant and each of
its subsidiary public utility companies used for the
generation, transmission, and distribution of electric energy
for sale, or for the production, transmission, and
distribution of natural or manufactured gas, indicating the
location of principal generating plants and electric and gas
distribution facilities, including all such properties which
are outside the state in which claimant and its subsidiaries
are organized and all transmission or pipelines which deliver
or receive electric energy or gas at the borders of such
state.
GSU. GSU is principally engaged in the generation and
transmission of electric energy for distribution in an area of
28,000 square miles of southeast Texas and south central
Louisiana. For the years ended December 31, 1993 and 1992,
approximately 96% and 95%, respectively, of GSU's operating
revenues were derived from the sale and distribution of
electric energy, 2% and 3%, respectively, from its steam
business, and 2% and 2%, respectively, from retail sales of
natural gas. On June 29, 1987, GSU transferred certain of its
generating facilities, listed on Schedule 2, to G&T in
exchange for an unsecured note in the principal amount of
$28,462,246, due on or before June 29, 1988, with interest
accruing annually at the rate of 9-3/4%. The note has been
partially repaid from time to time, has been renewed, and as
of December 31, 1993, the principal amount outstanding of the
unsecured note was $16,700,000 (due on or before June 28,
1994, with interest accruing annually at the rate of 8%). The
primary purpose of the transfer of the facilities from GSU to
G&T was to provide security for a loan agreement between GSU
and Irving Trust Company in the principal amount of $65
million, which expired March 1, 1989. GSU owns the operating
and distribution facilities listed on Schedule 1 to this
Statement.
G&T. G&T holds title to certain generating facilities listed
on Schedule 2 to this Statement. On June 29, 1987, G&T
entered into a one-year lease with GSU, renewable annually for
an additional four years, whereby GSU leases these facilities
and G&T has no responsibility for the operation of the
facilities or the sale of power generated by them. Since G&T,
a public utility company, owns the facilities and is the
lessor under the lease, the exemption under Rule 7(d) does not
apply.
Varibus. Varibus holds the gas pipelines listed on Schedule 3
to this Statement.
Exemption. GSU believes that it is exempt from the Act under
Section 3(a) (2) thereof. GSU is predominantly a public
utility company whose operations as such do not extend beyond
the State in which it is organized (Texas) and states
contiguous thereto (Louisiana is contiguous to Texas).
The availability of this exemption is determined by comparing
chiefly revenues of the holding company with those of the
utility subsidiaries. In Union Electric Company, 40 SEC 1072,
1077 (1962) (footnotes omitted), the Commission said that
exemptions under Section 3(a)(2) were granted:
"where gross revenues of the utility subsidiaries were 19.2%,
23.5%, 23.7% and 27% of those of the respective parents."
The Commission continued:
"And in all the prior cases where exemptions under Section
3(a)(2) have been denied, the gross utility revenues of the
subsidiaries have exceeded 35% of those of the parent."
The monthly lease rental received by G&T from GSU is G&T's
only income. The amount of each month's lease rental is equal
to G&T's aggregate accumulated depreciation for such month on
the facilities plus the return on capital GSU would have been
allowed on the undepreciated investment in the facilities, all
as calculated on the basis of the rate orders applicable to
GSU during such month. G&T's rental revenues were $4,120,000
for the year ended December 31, 1993, while GSU's 1993
Consolidated revenues amounted to approximately
$1,827,620,000. Accordingly, GSU's good faith claim to an
exemption pursuant to Rule 2 is on its face valid.
3.The following information for the last calendar year with
respect to claimant and each of its subsidiary public utility
companies:
(a) Number of kwh of electric energy sold (at retail or
wholesale), and Mcf of natural or manufactured gas
distributed at retail.
GSU:
Sales--Kilowatt hours (thousands):
Residential 7,191,600
Commercial 5,711,455
Industrial 14,274,700
Temporary Construction 18,669
Other (including wholesale of 666,108) 962,746
-----------
TOTAL 28,159,170
===========
Natural Gas Sales--6,787 MM cu. ft.
G&T: None
(b) Number of kwh of electric energy and Mcf of natural or
manufactured gas distributed at retail outside the state
in which such company is organized.
GSU: Louisiana Retail Sales--Kilowatt hours (thousands):
Residential 3,590,869
Commercial 3,269,247
Industrial 8,106,807
Temporary Construction 6,491
Other 145,981
-----------
TOTAL 15,119,395
===========
Louisiana Natural Gas Sales--6,787 MM cu. ft.
G&T: None
(c) Number of kwh of electric energy and Mcf of natural or
manufactured gas sold at wholesale outside the state in
which such company is organized, or at the state line.
GSU: Louisiana Wholesale Sales--Kilowatt hours
(thousands): 164,749
Louisiana Natural Gas Wholesale Sales--0 MM cu. ft.
G&T: None
(d) Number of kwh of electric energy and Mcf of natural
manufactured gas purchased outside the state in which such
company is organized, or at the state line.
Louisiana Net Purchased and Interchanged Power--Kilowatt
hours (thousands): 2,319,037
Louisiana Purchased Natural Gas--7,119 MM cu. ft.
G&T: None
4.The following information for the reporting period with
respect to claimant and each interest it holds directly or
indirectly in an EWG or a foreign utility company, stating
monetary amounts in United States dollars:
(a) Name, location, business address and description of the
facilities used by the EWG or foreign utility company for
the generation, transmission and distribution of electric
energy for sale or for the distribution at retail of
natural or manufactured gas. None
(b) Name of each system company that holds an interest in such
EWG or foreign utility company; and description of the
interest held.
GSU and its subsidiaries have no interest in EWG's or
foreign utility companies. However, as discussed above
GSU became a subsidiary of Entergy Corporation on December
31, 1993. On December 23, 1992, Entergy purchased a 50%
interest in a 250-MW gas-fired, combined cycle independent
power plant in Richmond, Virginia. The plant is jointly
owned and operated by the Enron Power Corporation, a
developer of independent power projects. The plant owners
have a 25 year contract to sell electricity to the
Virginia Electric & Power Company. Entergy owns its
interest in the plant indirectly through a new subsidiary
created as an EWG holding company under the provisions of
the Energy Act. This company, Entergy Power Development
Corporation, has formed a second EWG as a subsidiary,
Entergy Richmond Power Corporation, which directly owns
the interest in the Richmond facility. Entergy's
investment in the project totals approximately $12.5
million.
In July 1993, Entergy Corporation, through a new
subsidiary, Entergy Transener, S.A., participated in a
consortium with other non affiliated companies that
acquired a 65% interest in a foreign transmission system
providing service in the country of Argentina. Entergy
Corporation's initial investment to acquire its 15%
interest in the consortium was $18.5 million.
(c) Type and amount of capital invested, directly or
indirectly, by the holding company claiming exemption; any
direct or indirect guarantee of the security of the EWG or
foreign utility company by the holding company claiming
exemption; and any debt or other financial obligation for
which there is recourse, directly or indirectly, to the
holding company claiming exemption or another system
company, other than the EWG or foreign utility company.
None
(d) Capitalization and earnings of the EWG or foreign utility
company during the reporting period. None
(e) Identify any service, sales or construction contract(s)
between the EWG or foreign utility company and a system
company, and describe the services to be rendered or goods
sold and fees or revenues under such agreement(s). None
<PAGE>
EXHIBIT A
A consolidating statement of income and surplus of the
claimant and its subsidiary companies for the last calendar year,
together with a consolidating balance sheet of claimant and its
subsidiary companies as of the close of such calendar year.
Consolidating financial statements (unaudited) for GSU, G&T,
Southern Gulf, Varibus, and Prudential for 1993 are attached.
<PAGE>
CONSOLIDATING BALANCE SHEET (UNAUDITED)
December 31, 1993
(in thousands)
<TABLE>
<CAPTION>
Gulf States
Gulf States Southern Prudential Utilities
Utilities GSG&T, Gulf Varibus Oil & Gas, Intercompany Company
Company Inc. Railway Corporation Inc. Eliminations Consolidated
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Utility and Other Plant
Plant in service $6,969,843 $60,660 $7,030,503
Less: Accumulated depreciation and amortization 2,284,563 39,241 2,323,804
---------- ------- ------- ------- ------ -------- ----------
4,685,280 21,419 4,706,699
Construction work in progress 50,080 50,080
Nuclear fuel, net of accumulated amortization 94,828 94,828
---------- ------- ------- ------- ------ -------- ----------
4,830,188 21,419 4,851,607
---------- ------- ------- ------- ------ -------- ----------
Other Property and Investments
Nonutility subsidiary companies 32,727 (32,727) -
Decommissioning trust fund 17,873 17,873
Other 22,527 5 1,673 5,155 29,360
---------- ------- ------- ------- ------ -------- ----------
73,127 5 1,673 5,155 (32,727) 47,233
---------- ------- ------- ------- ------ -------- ----------
Current Assets
Cash and cash equivalents
Cash 223 79 2,536 111 63 3,012
Temporary cash investments 249,638 128 5,819 2,752 258,337
---------- ------- ------- ------- ------ -------- ----------
Total cash and cash equivalents 249,861 79 2,664 5,930 2,815 261,349
Accounts receivable
Customer 117,369 117,369
Other 18,936 2,032 1,004 777 (4,378) 18,371
Accrued unbilled revenues 32,572 32,572
Notes 16,700 (16,700) -
Deferred fuel costs 5,883 5,883
Fuel inventories 23,448 23,448
Materials and supplies 86,305 526 86,831
Rate deferrals 90,775 90,775
Accumulated deferred income taxes 28,425 28,425
Prepayments and other 49,576 16 34 3 (681) 48,948
---------- ------- ------- ------- ------ -------- ----------
719,850 2,127 2,664 7,494 3,595 (21,759) 713,971
---------- ------- ------- ------- ------ -------- ----------
Deferred Debits and Other Assets
Rate deferrals 638,015 638,015
SFAS 109 regulatory asset - net 432,411 432,411
Long-term receivables 218,079 218,079
Unamortized loss on reacquired debt 70,970 70,970
Other 193,441 49 193,490
---------- ------- ------- ------- ------ -------- ----------
1,552,916 49 1,552,965
---------- ------- ------- ------- ------ -------- ----------
$7,176,081 $23,551 $4,337 $12,649 $3,595 ($54,437) $7,165,776
========== ======= ======= ======= ====== ======== ==========
</TABLE>
<PAGE>
CONSOLIDATING BALANCE SHEET (UNAUDITED)
December 31, 1993
(in thousands)
<TABLE>
<CAPTION>
Gulf States
Gulf States Southern Prudential Utilities
Utilities GSG&T, Gulf Varibus Oil & Gas, Intercompany Company
Company Inc. Railway Corporation Inc. Eliminations Consolidated
<S> <C> <C> <C> <C> <C> <C> <C>
CAPITALIZATION AND LIABILITIES
Capitalization
Common shareholder's equity $1,932,760 $4,527 ($3) $19,479 $4,427 ($28,430) $1,932,760
Preference stock 150,000 150,000
Preferred stock
Without sinking fund 136,444 136,444
With sinking fund 101,004 101,004
Long-term debt 2,368,639 2,368,639
---------- ------- ------ ------- ------ -------- ----------
4,688,847 4,527 (3) 19,479 4,427 (28,430) 4,688,847
---------- ------- ------ ------- ------ -------- ----------
Other Noncurrent Liabilities
Obligations under capital leases 152,359 152,359
Other 47,107 47,107
---------- ------- ------ ------- ------ -------- ----------
199,466 199,466
---------- ------- ------ ------- ------ -------- ----------
Current Liabilities
Currently maturing long-term debt 425 425
Notes payable - 16,700 4,250 (20,950) -
Accounts payable - trade 109,788 52 109,840
Accounts payable - subsidiaries 2,883 44 1,402 (4,329) -
Accounts payable - affiliates 2,745 2,745
Customer deposits 21,958 21,958
Taxes accrued 21,205 1,643 8 22,856
Interest accrued 59,515 681 48 (728) 59,516
Nuclear refueling reserve 22,356 22,356
Obligations under capital leases 41,713 41,713
Other 97,203 97,203
---------- ------- ------ ------- ------ -------- ----------
379,791 19,024 4,342 1,462 (26,007) 378,612
---------- ------- ------ ------- ------ -------- ----------
Deferred Credits
Accumulated deferred investment tax credits 94,455 94,455
Accumulated deferred income taxes 1,261,421 (2) (8,292) (832) 1,252,295
Deferred River Bend financing charges 106,765 106,765
Other 445,336 445,336
---------- ------- ------ ------- ------ -------- ----------
1,907,977 (2) (8,292) (832) 1,898,851
---------- ------- ------ ------- ------ -------- ----------
$7,176,081 $23,551 $4,337 $12,649 $3,595 ($54,437) $7,165,776
========== ======= ====== ======= ====== ======== ==========
</TABLE>
<PAGE>
<TABLE>
CONSOLIDATING STATEMENT OF RETAINED EARNINGS (UNAUDITED)
For the Year Ended December 31, 1993
(in thousands)
<CAPTION>
Gulf States
Gulf States Southern Prudential Utilities
Utilities GSG&T, Gulf Varibus Oil & Gas, Intercompany Company
Company Inc. Railway Corporation Inc. Eliminations Consolidated
<S> <C> <C> <C> <C> <C> <C> <C>
Balance: December 31, 1992 (Note 1) $689,548 $1,756 - ($21,607) ($38,235) - $631,462
Net Income - GSU (Including Subsidiaries) 78,862 78,862
Net Income - Subsidiaries (1,363) 793 (4) 519 55 -
Dividends Declared on Preferred and
Preference Stock (35,581) (35,581)
Redemption of Preferred and Preference Stock (8,342) (8,342)
-------- ------ --- -------- -------- ---- --------
Balance: December 31, 1993 $723,124 $2,549 ($4) ($21,088) ($38,180) - $666,401
======== ====== === ======== ======== ==== ========
Note 1. Effective January 1, 1993, GSU adopted SFAS 109 - Accounting for Income Taxes. GSU recorded the
adoption of SFAS 109 by restating 1990, 1991, and 1992 financial statements and including a
cial statements and including a
charge of $96.5 million for the cumulative effect of the adoption of SFAS 109 in 1990.
</TABLE>
<PAGE>
<TABLE>
CONSOLIDATING STATEMENT OF INCOME (UNAUDITED)
For the Year Ended December 31, 1993
(in thousands except per share amount)
<CAPTION>
Gulf States
Gulf States Southern Prudential Utilities
Utilities GSG&T, Gulf Varibus Oil & Gas, Intercompany Company
Company Inc. Railway Corporation Inc. Eliminations Consolidated
<S> <C> <C> <C> <C> <C> <C> <C>
Operating Revenues
Electric $1,748,013 $4,120 ($4,172) $1,747,961
Natural gas 32,466 32,466
Steam products 47,193 47,193
---------- ------ ---- ---- --- ------- ----------
Total 1,827,672 4,120 (4,172) 1,827,620
---------- ------ ---- ---- --- ------- ----------
Operating Expenses
Operation
Fuel for electric generation and fuel-
related expenses 538,887 538,887
Purchased power 134,936 134,936
Gas purchased for resale 20,529 20,529
Other 329,238 (4,621) 324,617
Maintenance 144,766 144,766
Depreciation and decommissioning 188,984 1,421 190,405
Taxes other than income taxes 95,701 41 95,742
Income taxes 45,580 427 46,007
Amortization of rate deferrals 61,115 61,115
---------- ------ ---- ---- --- ------- ----------
Total 1,559,736 1,889 (4,621) 1,557,004
---------- ------ ---- ---- --- ------- ----------
Operating Income 267,936 2,231 449 270,616
---------- ------ ---- ---- --- ------- ----------
Other Income
Allowance for equity funds used during
construction 726 726
Miscellaneous - net 22,792 2 541 77 (3,416) 19,996
Income taxes (12,044) 2 55 (22) (12,009)
---------- ------ ---- ---- --- ------- ----------
Total 11,474 4 596 55 (3,416) 8,713
---------- ------ ---- ---- --- ------- ----------
Interest Charges
Interest on long-term debt 202,235 1,438 92 74 (1,604) 202,235
Other interest - net 8,361 3 8,364
Allowance for borrowed funds used during
construction (647) (84) (731)
---------- ------ ---- ---- --- ------- ----------
Total 209,949 1,438 8 77 (1,604) 209,868
---------- ------ ---- ---- --- ------- ----------
Income Before Extraordinary Items and the
Cumulative Effect of Accounting Changes 69,461 793 (4) 519 55 (1,363) 69,461
Extraordinary Items (net of income taxes) (1,259) (1,259)
Cumulative Effect of Accounting Change (net
of income taxes) 10,660 10,660
---------- ------ ---- ---- --- ------- ----------
Net Income 78,862 793 (4) 519 55 (1,363) 78,862
Preferred and Preference Stock Dividend
Requirements 35,581 35,581
---------- ------ ---- ---- --- ------- ----------
Earnings Applicable to Common Stock $43,281 $793 ($4) $519 $55 ($1,363) $43,281
========== ====== ==== ==== === ======= ==========
Average Shares of Common Stock Outstanding N/A
Dividends Per Share of Common Stock -
</TABLE>
<PAGE>
EXHIBIT C
An organizational chart showing the relationship of each EWG
or foreign utility company to associate companies in the holding
company system.
No relationship exist between GSU (including its subsidiaries)
and foreign utility companies or EWG's.
<PAGE>
The above-named claimant has caused this statement to be duly
executed on its behalf by a duly authorized officer on the 12th
day of May, 1994.
GULF STATES UTILITIES COMPANY
(Name of Claimant)
By: /s/ Frank F. Gallaher
FRANK F. GALLAHER
President
Name, title and address of officer to whom notices and
correspondence concerning this statement should be addressed:
Frank F. Gallaher President
(Name) Gulf States Utilities Company
350 Pine Street, Beaumont, Texas 77701
(Address)
with copy to:
B. H. Hughes
Orgain, Bell & Tucker
470 Orleans Street
Beaumont, Texas 77701
<PAGE>
SCHEDULE 1
GULF STATES UTILITIES COMPANY
OPERATING AND DISTRIBUTION FACILITIES
GSU is engaged principally in the business of generating
electric energy and transmitting, distributing and retailing such
energy in a 28,000 square mile area in Southeastern Texas and in
South Central Louisiana, extending a distance of over 350 miles,
primarily adjacent to the Gulf of Mexico. The operating and
distribution facilities are generally described as follows:
Capability (as of
Property Location December 31, 1993)
1. Neches Station Units 4-6, 8 Beaumont, TX 265 MW
2. Louisiana Station 5 Units Baton Rouge, LA 215 MW
3. Roy S. Nelson Station, Units
3, 4 and 6 (undivided 70% of
Unit 6) Westlake, LA 1,039 MW
4. Louisiana Station 4-a Baton Rouge, LA 90 MW
5. Willow Glen Station Units 1-5 St. Gabriel, LA 1,910 MW
6. Sabine Station Units 1-5 Bridge City, TX 1,895 MW
7. Big Cajun No. 2 Unit 3
(Undivided 42%) New Roads, LA 227 MW
8. River Bend Unit 1, (Undivided
70%) St. Francisville, LA 652 MW
9. Office Building Beaumont, TX 22 story
office bldg.
GSU distributes natural gas, primarily for residential use, in
Baton Rouge, Louisiana, and its environs. Such gas is presently
purchased from a single interstate supplier.
GSU also owns and leases such other physical properties,
including real property, buildings, transmission lines, and
distribution and generation facilities, as are necessary to
conduct its operations.
<PAGE>
SCHEDULE 2
GSG&T, INC.
GENERATING FACILITIES
Capability
Property Location (as of December 31, 1993)
1. Lewis Creek Station
2 units Willis, TX 532 MW
<PAGE>
SCHEDULE 3
VARIBUS CORPORATION
GAS PIPELINES
Varibus owns three pipeline systems, each of which is located in
Louisiana.
1. Willow Glen Pipeline System located in Iberville Parish,
Louisiana.
2. Nelson Pipeline System located in Calcasieu Parish,
Louisiana.
3. Acadian Gas Pipeline System located in Calcasieu Parish,
Louisiana.
