SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the Fiscal Year Ended December 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission File Number 000-20371
GULF STATES UTILITIES COMPANY EMPLOYEE STOCK OWNERSHIP PLAN
(Full title of the plan)
ENTERGY CORPORATION
639 Loyola
New Orleans, Louisiana 70113
(Issuer and address of principal executive office)
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GULF STATES UTILITIES COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
Table of Contents
Page
Number
Herein
(a)Financial Statements and Supplemental Schedules:
Report of Independent Accountants 3
Statement of Net Assets Available for Benefits
as of December 31, 1994 and 1993 4
Statement of Changes in Net Assets Available for
Benefits for the years ended December 31, 1994,
and 1993 5
Notes to Financial Statements 6
Item 27a - Schedule of Assets Held for Investment
Purposes - December 31, 1994 10
Item 27d - Schedule of Reportable Transactions -
December 31, 1994 11
Signature 12
(b)Exhibit:
Consent of Coopers & Lybrand L.L.P. 13
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Trustee and Participants of the
Gulf States Utilities Company Employee Stock Ownership Plan:
We have audited the accompanying statements of net assets available for
benefits of Gulf States Utilities Company Employee Stock Ownership Plan
(the Plan) as of December 31, 1994 and 1993, 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 the 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, 1994 and 1993, 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 table of contents on page 2 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 supplemental schedules 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 L.L.P.
New Orleans, Louisiana
June 16, 1995
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GULF STATES UTILITIES COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
as of December 31
1994 1993
Cash $127,941 $39
Investment in Entergy Corporation common stock,
at fair value, 281,694 and 319,995 shares,
in 1994 and 1993 respectively (cost of $6,530,056
and $7,314,085, in 1994 and 1993 respectively) 6,162,056 11,519,820
---------- -----------
Net Assets Available for Benefits $6,289,997 $11,519,859
========== ===========
See Notes to Financial Statements.
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GULF STATES UTILITIES COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
for the years ended December 31
1994 1993
Earnings on Investments:
Dividend Income $554,350 -
Interest Income 1,756 -
---------- -----------
556,106 -
---------- -----------
Net realized and unrealized Appreciation
(Depreciation) in Market Value of Investments (4,500,095) 1,931,978
---------- -----------
Distributions:
Cash (23,280) (1,095)
Securities withdrawn in kind (1,262,593) (983,052)
---------- -----------
(1,285,873) (984,147)
---------- -----------
Other - (31,318)
---------- -----------
Increase/(decrease) in Net Assets Available
for Benefits (5,229,862) 916,513
Net Assets Available for Benefits, Beginning of Year 11,519,859 10,603,346
---------- -----------
Net Assets Available for Benefits, End of Year $6,289,997 $11,519,859
========== ===========
See Notes to Financial Statements.
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GULF STATES UTILITIES COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
1. Summary of Significant Accounting Policies
Basis of presentation: The accompanying financial statements have
been prepared on the accrual basis and present the net assets
available for benefits and the changes in net assets available for
benefits for Gulf States Utilities Company (GSU) Employee Stock
Ownership Plan (Plan).
Benefits payable for terminations and withdrawals are included in
net assets available for benefits and are charged against net
assets when paid. This accounting method differs from that
required in the Department of Labor Form 5500 which requires
benefits payable to be accrued and charged against net assets in
the period the liability arises. Net assets available for benefits
as of December 31, 1994 and 1993 and the net increase in net assets
available for benefits for each of the years in the two-year period
ended December 31, 1994 differ from that to be reported in the Form
5500 as follows:
Net Assets Available
for Benefits
1994 1993
As reported herein $6,289,997 $11,519,859
Accrued benefits payable (159,918) -
---------- -----------
To be reported in Form 5500 $6,130,079 $11,519,859
========== ===========
Net Increase in Net Assets
Available for Benefits
1994 1993
As reported herein $(5,229,862) $916,513
Accrued benefits payable (159,918) -
----------- --------
To be reported in Form 5500 $(5,389,780) $916,513
=========== ========
Investments: Investments in common stock are stated at their fair
value as determined by quoted market prices on the valuation date,
in compliance with the Department of Labor Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974 (ERISA), as amended. Any brokerage
commissions, transfer taxes, fees and other similar expenses
arising in connection with stock purchases are charged to the
accounts of the affected participants. Dividend income is accrued
on the ex-dividend date and subsequently reinvested to purchase
additional common stock for the participants' accounts. Cash
equivalents are valued at cost, which approximates fair value.
Purchases and sales of securities are accounted for on the trade
date.
Expenses: All administrative expenses incurred by the Plan are
borne by the Company. However, the Company reserves the right to
have future administrative expenses paid from certain Plan assets
in accordance with the terms of the Plan and applicable law.
Tax status: The Internal Revenue Service has issued a favorable
determination letter on August 7, 1986 stating that the Plan
qualifies under the provisions of Section 401(a) of the Internal
Revenue Code (Code) and is exempt from federal income taxes under
Section 501(a) of the Code. In March 1995, GSU submitted an
application for favorable determination pursuant to the Tax Reform
Act of 1986 (TRA `86) for the Plan which was amended and restated.
It is expected that the Plan, as amended, will comply with the
provisions of TRA `86, and will continue to meet the requirements
of the Code. Accordingly, no provisions for federal income taxes
have been made in the accompanying financial statements.
2. Summary of Plan Provisions
The following description of the Plan is provided for general
information purposes only. Plan participants should refer to the
Summary Plan Description and/or Plan document for a more complete
description of the Plan's provisions
General: The Plan is a defined contribution plan sponsored by GSU
and is subject to the provisions of ERISA. The ERISA provisions
set forth certain requirements for participation, vesting of
benefits, fiduciary conduct for administering and handling Plan
assets, and for disclosure of Plan information. At December 31,
1994, all assets of the Plan were held by Texas Commerce Bank -
Beaumont, N.A., as Trustee for the Plan. Effective January 1,
1995, First National Bank of Commerce (FNBC) became the Trustee for
the Plan. Plan assets were transferred to FNBC in early January
1995.
Eligibility: The Plan is available to all GSU employees, pre-
merger GSU employees and post-merger employees of Entergy
Operations, Inc. whose primary work location is River Bend nuclear
plant. Employees become eligible to participate under the Plan on
the first of the year in which the employee completes one year of
service and worked a minimum of 1,000 hours.
Contributions: All contributions to the Plan are invested in
shares of Entergy common stock. The Company's "Basic Contribution"
to the Plan for each Plan year is an amount equivalent to the
additional 1% investment tax credit claimed by the Company on its
federal income tax return. The Company's Basic Contribution is
allocated to eligible participants' accounts in the form of cash
and/or common stock, based on a proportion of the participant's
eligible compensation during the Plan year as compared to the
eligible compensation of all eligible participants (up to $100,000
per participant). No contributions of any type are required of a
participant in order for the participant to receive his or her
proportionate share of the Company's Basic Contribution.
The Company may also elect to contribute to the Plan for each Plan
year an amount equivalent to an additional 1/2% investment tax
credit, to the extent that the Company's contribution is matched by
participants' contributions. For purposes of the Plan, the
Company's contribution is the "Matching Contribution" and the
participants' contributions are the "Voluntary Contributions." The
Voluntary Contributions are also invested in common stock and
credited to the participants' accounts along with common stock
attributable to the Matching Contribution. The Plan allows
employees to make Voluntary Contributions to the Plan for those
Plan years in which the Company elects to make a Matching
Contribution. In the event the Company does not elect to make a
Matching Contribution, no Voluntary Contributions will be permitted
for that Plan year.
For the Plan year ended December 31, 1994, the number of employees
who would have been eligible to participate in the Plan had the
Company made a 1% contribution was approximately 4,379.
As required by the Economic Recovery Tax Act of 1981 ("ERTA"), the
1% and the additional 1/2% investment tax credits, which formed the
basis of the Plan, are not available to the Company for qualified
investments made after December 31, 1982. At December 31, 1994,
the Company had unused 1% and 1/2% additional investment tax
credits which were generated prior to December 31, 1982, of
approximately $12.7 million and $7.1 million, respectively. Under
the provisions of ERTA, the Company will be allowed to carryforward
such credits until such time as they are fully utilized to reduce
the Company's tax liability, but only through 1998. Of these
amounts, $4.1 million and $2.7 million, respectively, represent a
reversal of tax credits which were utilized by the Company and
served as the basis for its contributions to the Plan for 1982.
Such reversal was necessitated by the carryback of a net operating
loss generated for tax purposes during 1985 by the Company. The
Company's contributions for 1982 have been, and will remain,
allocated to the participants' accounts under the Plan.
Accordingly, no additional contributions will be made by the
Company to the Plan until the Company is able to re-utilize the
reversed tax credits.
The Internal Revenue Code of 1986, as amended (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. Additionally, the Code also limits
the total amount of all contributions which can be made for an
employee who is a participant in any other tax-qualified, Entergy
System-sponsored retirement plan.
Vesting: Amounts contributed by participants and the Company are
fully vested at time of deposit.
Plan Termination: Although it has not expressed any intent to do
so, the Company has the right under the Plan to discontinue its
contributions at any time and to terminate the Plan subject to the
provisions of ERISA. In the event of Plan termination,
participants will receive the total share balance of their
accounts.
In-Service Withdrawals: While employed, participants may, with
certain restrictions, withdraw a portion of his or her account
after the participant completes an 84-month holding period or after
the participant reaches age 55 and completes 10 years of Plan
participation. The amount of in-service withdrawal is limited by
provisions of the Internal Revenue Code applicable to the Plan and
may be subject to an additional 10 percent penalty unless the
participant is age 59-1/2 or older. Withdrawals from the Plan are
in the form of stock certificates, plus cash for the value of any
fractional share.
Distributions Upon Separation from Service: Upon leaving the
Company, participants become eligible to receive a single-sum
distribution of the entire share balance of their Plan account,
with certain additional provisions regarding distribution deferral
of account balances in excess of $3,500 and mandatory distribution
upon attaining age 70-1/2. Additionally, all or a portion of the
distribution may be taxable and subject to an additional 10 percent
penalty tax unless the participant is age 59-1/2 or older.
Distributions from the Plan are in the form of withdrawals from the
Plan are in the form of stock certificates, plus cash for the value
of any fractional share.
3. Entergy Corporation/Gulf States Utilities Company Merger
On December 31, 1993, Entergy Corporation and GSU consummated their
merger. GSU became a wholly owned subsidiary of Entergy
Corporation. Common shareholders the Company consummated the
transaction by receiving cash or shares of common stock of Entergy
Corporation for each share of GSU common stock. Accordingly,
573,468 shares of GSU common stock held by the Plan were converted
to 319,995 Entergy Corporation common stock effective December 31,
1993.
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GULF STATES UTILITIES COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
ITEM 27 (a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
as of December 31, 1994
Description of Investment Shares Cost Current Value
Cash - $ 127,941 $ 127,941
Entergy Corporation, common stock 281,694 6,530,056 6,162,056
------- ---------- ----------
Total investments 281,694 $6,657,997 $6,289,997
======= ========== ==========
<PAGE>
GULF STATES UTILITIES COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1994
Purchase or
Description Selling Price Cost Gain/Loss
Aggregate of transactions with Texas Commerce
Bank - Beaumont, N.A., Trustee:
Sale of 10,962 shares of Gulf States Utilities
Company common stock $219,240 $145,838 $73,402
Sale of 224 shares of Entergy Corporation
common stock 5,329 5,212 117
Purchase of 21,450 shares of Entergy
Corporation common stock 629,614 629,614 -
Distribution of 53,407 shares of Entergy
Corporation common stock to 137
participants - 1,262,593 -
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GULF STATES UTILITIES COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
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.
GULF STATES UTILITIES COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
By: /s/ William O. VanAs
William O. VanAs
Director of
Employee Benefits
Date: June 26, 1995
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. 2-98011) of our report dated June 16,
1995, on our audits of the financial statements of Gulf
States Utilities Company Employee Stock Ownership Plan as of
December 31, 1994 and 1993 and for the two years ended
December 31, 1994 and 1993 which report is included in this
Annual Report on Form 11-K.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
New Orleans, Louisiana
June 22, 1995
