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, 1996
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)
<PAGE>
GULF STATES UTILITIES COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
Table of Contents
Page
Number
Herein
(a)Financial Statements:
Report of Independent Accountants 3
Statement of Net Assets Available for Benefits
as of December 31, 1996 and 1995 4
Statement of Changes in Net Assets Available for
Benefits For the Year Ended December 31, 1996 5
Notes to Financial Statements 6
(b)Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment
Purposes - as of December 31, 1996 10
Item 27d - Schedule of Reportable Transactions -
For the Year Ended December 31, 1996 11
Signature 12
(c)Exhibit:
Consent of Coopers & Lybrand L.L.P. 13
<PAGE>
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, 1996 and 1995,
and the related statement of changes in net assets available for
benefits for the year ended December 31, 1996. These financial
statements are the responsibility of the Plan's management. 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, 1996 and
1995, and the changes in net assets available for benefits for
the year ended December 31, 1996 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.
COOPERS & LYBRAND L.L.P.
New Orleans, Louisiana
June 20, 1997
<PAGE>
GULF STATES UTILITIES COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
As of December 31, 1996 and 1995
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Cash $214 $3
Investment in Entergy Corporation common stock,
at fair value, 231,781 and 238,139 shares,
in 1996 and 1995 respectively (cost of $5,430,140
and $5,531,001, in 1996 and 1995 respectively) 6,402,950 6,965,566
---------- ----------
Net Assets Available for Benefits $6,403,164 $6,965,569
========== ==========
See Notes to Financial Statements
</TABLE>
<PAGE>
GULF STATES UTILITIES COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the Year Ended December 31, 1996
1996
Net Assets Available for Benefits -
Beginning of Year $6,965,569
Increases:
Investment income:
Dividends 421,472
Interest 966
Net realized and unrealized appreciation
(depreciation) in market value of investments (469,416)
----------
Total increases (decreases) (46,978)
----------
Decreases:
Distributions to withdrawing participants
Securities withdrawn in kind 515,427
----------
Total decreases 515,427
----------
Net increase (decrease) (562,405)
----------
Net Assets Available for Benefits - End of Year $6,403,164
==========
See Notes to Financial Statements.
<PAGE>
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 Statement of Net
Assets Available for Benefits and the Statement of Changes in Net
Assets Available for Benefits for the Gulf States Utilities Company
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 Internal Revenue Service and 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, 1996 and 1995, and the
net increase (decrease) in net assets available for benefits for
each of the years differ from that reported in the Form 5500 as
follows:
Net Assets Available
for Benefits
1996 1995
As reported herein $6,403,164 $6,965,569
Accrued benefits payable (1,314) (271,188)
---------- ----------
To be reported in Form 5500 $6,401,850 $6,694,381
========== ==========
Net Increase/(Decrease) in
Net Assets Available for Benefits
1996 1995
As reported herein $ (562,405) $675,572
Accrued benefits payable 269,874 (111,270)
---------- --------
To be reported in Form 5500 $ (292,531) $564,302
========== ========
The Plan presents in the Statement of Changes in Net Assets
Available for Benefits the net appreciation (depreciation) in the
fair value of its investments which consists of the realized gains
or losses and the unrealized appreciation (depreciation) on those
investments.
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.
<PAGE>
Expenses: All administrative expenses incurred by the Plan are
borne by Entergy Gulf States, Inc. (formerly Gulf States Utilities
Company, referred to herein as 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 issued a favorable
determination letter on July 15, 1996 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. Accordingly, no provisions for federal
income taxes have been made in the accompanying financial
statements.
Use of estimates in the preparation of financial statements: The
preparation of the Plan financial statements, in conformity with
generally accepted accounting principles, requires management to
make estimates and assumptions that affect reported amounts in the
Statement of Net Assets Available for Benefits as of December 31,
1996 and 1995, and the reported amounts in the Statement of Changes
in Net Assets Available for Benefits during fiscal year 1996.
Adjustments to the reported amounts may be necessary in the future
to the extent that future estimates or actual results are different
from the estimates used in 1996 Plan 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 the
Company 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.
Effective January 1, 1995, First National Bank of Commerce (FNBC)
became the Trustee for the Plan and to date FNBC continues to
maintain Plan assets and serve as Trustee. Prior to January 1,
1995, Texas Commerce Bank, Beaumont, N.A. was the Plan Trustee.
Eligibility: The Plan is available to all Company employees, pre-
merger Company employees and post-merger employees of Entergy
Operations, Inc. whose primary work location is River Bend nuclear
plant. Employees become eligible to participate the day on which
the earlier of the following shall occur: (a) the end of the 12-
month period following commencement of employment during which the
employee performs 1,000 or more hours of service; or (b) the
completion of 1,000 hours of service by the employee in a 12-month
period measured from the employment anniversary date.
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).
<PAGE>
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. No contributions were made by eligible
participants in 1996.
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, 1996, approximately 662
employees participated in the Plan.
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 except for qualified
transitional investments. At December 31, 1996, the Company had
unused 1% and 1/2% additional investment tax credits which were
generated prior to December 31, 1983, of approximately $5.5 million
and $2.7 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.
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 would receive the total share balance of their
accounts.
In-Service withdrawals: While employed, participants may, with
certain restrictions, withdraw a portion of their 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% premature distribution tax
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. Generally, there are tax consequences
associated with receiving a distribution from the Plan, unless the
taxable portion is rolled over to an individual retirement account
or tax qualified account. Additionally, a 10% penalty tax for early
withdrawal applies, unless the distribution is received after age
59-1/2 or the participant satisfies one of the legal exemptions to
such tax. Distributions from the Plan are in the form of stock
certificates, plus cash for the value of any fractional share.
<PAGE>
GULF STATES UTILITIES COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
ITEM 27 (a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
As of December 31, 1996
<TABLE>
<CAPTION>
Number
Description of Investment of Shares Cost Current
Value
<S> <C> <C> <C>
Cash - $214 $214
Entergy Corporation common stock, $.01 par * 231,781 5,434,673 6,402,950
------- ---------- ----------
Total investments $5,434,887 $6,403,164
========== ==========
</TABLE>
* Denotes a party-in-interest to the Plan
<PAGE>
<TABLE>
<CAPTION>
GULF STATES UTILITIES COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
ITEM 27 (d) - SCHEDULE OF REPORTABLE TRANSACTIONS
For the Year Ended December 31, 1996
Selling or
Number of Purchase Redemption
Description Transactions Price Price Cost Gain/(Loss)
<S> <C> <C> <C> <C> <C>
Aggregate of transactions with First National Bank
of Commerce - New Orleans, N.A., Trustee:
Purchase Transactions:
Purchase of 15,702 shares of Entergy
Corporation common stock* 4 $417,901 - - -
Sale of 137 shares of Entergy
Corporation common stock* 4 - $3,717 $3,201 $516
Distribution of 21,923 shares of Entergy
Corporation common stock to 38
participants* 5 - - $511,027 -
* Denotes a party-in-interest to the Plan
</TABLE>
<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.
GULF STATES UTILITIES COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
By: /s/ William O. VanAs
William O. VanAs
Director of
Employee Benefits
Date: June 27, 1997
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Entergy Gulf States, Inc. (formerly Gulf States
Utilities Company) on Form S-8 (File No. 2-98011) of our report
dated June 20, 1997, on our audits of the financial statements
and supplemental schedules of the Gulf States Utilities Company
Employee Stock Ownership Plan as of December 31, 1996 and 1995
and for the year ended December 31, 1996, which report is
included in this Annual Report on Form 11-K.
COOPERS & LYBRAND L.L.P.
New Orleans, Louisiana
June 23, 1997
