File No. 70-8721
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________
Amendment No. 2
to the
Form U-1/A
___________________________________
APPLICATION-DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
___________________________________
Gulf States Utilities Company
350 Pine Street
Beaumont, TX 77701
(Name of company filing this statement and address
of principal executive offices)
___________________________________
Entergy Corporation
(Name of top registered holding company parent of each
applicant or declarant)
___________________________________
Frank Gallaher William J. Regan, Jr.
President Vice President and
Gulf States Utilities Treasurer
Company Entergy Services, Inc.
350 Pine Street 639 Loyola Avenue
Beaumont, TX 77701 New Orleans, LA 70113
(Names and addresses of agents for service)
___________________________________
The Commission is also requested to send copies of any
communications in connection with this matter to:
Laurence M. Hamric, Esq. Thomas J. Igoe, Jr.,
Ann G. Roy, Esq. Esq.
Entergy Services, Inc. Kevin Stacy, Esq.
639 Loyola Avenue Reid & Priest LLP
New Orleans, LA 70113 40 West 57th Street
New York, NY 10019
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Item 1. Section C. Issuance and Sale of Debentures. Section C.
paragraph 17 is amended in its entirety to read as
follows:
17. The price, exclusive of accrued interest, to be paid to
the Company for each such series of Debentures sold at
competitive bidding will be within a range (to be specified
by the Company to prospective purchasers) of 95% to 105% of
the principal amount of such series. Each series of
Debentures will mature not later than forty years from the
first day of the month of issuance. To further assure the
repayment of principal and/or the payment of premiums, if
any, and interest on Debentures of one or more series, the
Company may provide insurance policies or standby bank
credit facilities, which in either case would entail the
payment by the Company of fees not in excess of 2% of the
principal amount thereof per year and would require
repayment of any advances thereunder with interest at a rate
not in excess of the then current prime commercial lending
rate of a designated money center bank plus 3% and one or
more would have a term (including one or more renewal terms)
not extending beyond the maturity of the series of
Debentures to which such insurance policy or standby bank
credit facility would be related. One or more of the
Debenture Indentures may provide that the Debentures issued
thereunder may be entitled to a lien on certain assets
pledged or assigned as security thereunder, and may specify
terms for the release of such lien as to some or all such
assets.
Section H. Issuance and Sale of Tax-Exempt Bonds and
Related Transactions. Section H. paragraphs 65 and 67,
respectively are amended in their entirety to read as
follows:
65. In order to obtain a more favorable rating on
individual series of Tax-Exempt Bonds, and thereby improve
the marketability thereof, the Company may arrange for one
or more irrevocable letter(s) of credit for an aggregate
amount up to $275 million from one or more banks
(individually and collectively, the "Bank") in favor of the
Trustee. In that event, payments with respect to principal
of, premium, if any, and interest on, and purchase
obligations in connection with, such series of Tax-Exempt
Bonds coming due during the term of such letter of credit,
which would not to exceed 15 years, would be secured by and
payable from funds (if any) drawn under, the letter of
credit. To induce the Bank to issue such a letter of
credit, the Company would enter into one or more
reimbursement agreements (each a "Reimbursement Agreement")
with the Bank pursuant to which the Company would agree to
reimburse the Bank for funds drawn under such letter of
credit within a specified period not to exceed three years
after the date such funds are drawn, with interest thereon
at a rate that would not exceed rates generally obtainable
at the time of entering into the Reimbursement Agreement by
companies of reasonably comparable credit quality on letters
of credit having the same or reasonably comparable terms
and, in any event, not in excess of the Bank's prime
commercial lending rate plus 3%. The terms of the
Reimbursement Agreement would correspond in all pertinent
respects to the terms in the letter of credit.
67. In addition or as an alternative to the credit support
provided by a letter of credit, in order to obtain a more
favorable rating on one or more series of Tax-Exempt Bonds
and improve the marketability thereof, the Company may
provide (a) an insurance policy for the payment of the
principal of and/or interest and/or premium on one or more
series of Tax-Exempt Bonds, and/or (b) security for the
holders of Tax-Exempt Bonds and/or the Bank through the
issuance and pledge of one or more new series of Bonds
and/or MTNs and/or Debentures ("Collateral Securities").
Premiums on such insurance policies will not exceed premiums
generally obtainable at the time of entering into the
insurance arrangements by companies of comparable credit
quality on insurance policies having comparable terms.
Collateral Securities would be issued and delivered to the
Trustee under the Indenture and/or to the Bank to evidence,
in part, and secure the Company's obligations under the
applicable Facilities Agreement and/or the Company's
obligations to reimburse the Bank under the Reimbursement
Agreement. The principal amount of and interest rate borne
by the Collateral Securities could be determined in several
ways. First, if the series of Tax-Exempt Bonds bears a
fixed interest rate, Collateral Securities could be issued
in a principal amount equal to the principal amount of such
series and bear interest at a rate equal to the rate of
interest on such series. Secondly, non-interest bearing
Collateral Securities could be issued in a principal amount
equivalent to the principal amount of such series plus an
amount equal to interest thereon for a specified period.
Thirdly, Collateral Securities could be issued in a
principal amount equivalent to the principal amount of such
series plus an amount equal to interest on such series for a
specified period, but carry a fixed interest rate that would
be lower than the fixed interest rate of the series of Tax-
Exempt Bonds. Fourthly, Collateral Securities could be
issued in a principal amount equivalent to the principal
amount of the series of Tax-Exempt Bonds and bear interest
at an adjustable rate of interest varying with the rate of
interest born by such series of Tax-Exempt Bonds, but having
a "cap" (not greater than 15%) above which the interest on
Collateral Securities could not rise. For further
information with respect to the Reimbursement Agreement, the
proposed insurance arrangement and the Collateral
Securities, reference is made to Exhibits A-6, A-7, A-8, A-
22, A-23, B-4, B-6, B-10 and B-11. The Company will not use
a letter of credit, insurance arrangements and/or Collateral
Securities, or combination thereof, to secure any series of
Tax-Exempt Bonds unless the resulting effective interest
cost savings on such series is greater than the total cost
of providing such additional credit support.
Item 2. Fees, Commissions and Expenses is hereby amended
and restated as follows:
The fees, commissions and expenses to be incurred
in connection with the issuance and sale of Bonds,
MTNs, Debentures, Entity Interests, Preferred,
Preference and/or Tax-Exempt Bonds will include some or
all of the following: filing fees under the Public
Utility Holding Company Act, as prescribed thereunder;
registration fees under the Securities Act of 1933, as
prescribed thereunder; underwriters' or dealers' fees
and/or commissions; rating agencies' fees; Trustees'
fees; issuing and paying agency, depositary and similar
agency fees; fees and expenses of legal counsel to the
issuer and, if customary, certain other parties to the
transactions; fees of Entergy Services, Inc. for
accounting, financial and similar services; independent
accountants' fees; printing and engraving costs; and
other miscellaneous expenses (including expenses under
state securities laws, if applicable).
All such fees, commissions and expenses will
either be (a) the amounts prescribed by statute or
regulation, in the case of filing or registration fees
charged by governmental agencies; (b) at cost, in the
case of fees and/or expenses charged by Entergy
Services, Inc.; or (c) in all other cases, fair,
reasonable and customary fees at market rates,
comparable to those incurred in similar transactions by
other utility companies, and arrived at in a
negotiated, competitive and/or arms-length manner.
The fees, commissions and expenses of the
underwriters expected to be incurred with respect to
the Bonds, MTNs, Debentures, Entity Interests,
Preferred, Preference or Tax-Exempt Bonds will not
exceed the lesser of 2% (or in the case of Debentures
issued under the Subordinated Debenture Indenture or
Entity Interests, 3.25%) of the par or the stated
value, or the principal amount, as applicable, of the
Bonds, MTNs, Debentures, Entity Interests, Preferred
and Preference or Tax-Exempt Bonds, respectively, to be
sold or those fees, commissions and expenses generally
paid at the time of pricing for sales of first mortgage
bonds, medium-term notes, debentures, subsidiary
interests, preferred stock, preference stock or tax-
exempt bonds, respectively, having the same maturity,
issued by companies of comparable credit quality and
having similar terms, conditions and features.
The Company will set forth in registration statements
filed with the Commission under the Securities Act of 1933,
as amended, estimated fees, commissions and expenses
associated with each registration of securities pursuant to
the Commission's order in this file. In addition, the
Company will file with the Commission as a part of its Rule
24 Certificate for each issuance of securities pursuant to
the Commission's order in this file a listing of the fees,
commissions and expenses with respect thereto.
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
Application/Declaration to be signed on its behalf by the
undersigned thereunto duly authorized.
GULF STATES UTILITIES COMPANY
By: /s/ William J. Regan, Jr.
William J. Regan, Jr.
Vice President and Treasurer
Dated: December 28, 1995
