As filed with the Securities and Exchange Commission on August 7, 1998
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_____________________
ENTERGY GULF STATES, INC.
(Exact name of registrant as specified in its charter)
Texas 74-0662730
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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)
__________________
LAURENCE M. HAMRIC, Esq. C. JOHN WILDER
DENISE C. REDMANN, Esq. Executive Vice President and
Entergy Services, Inc. Chief Financial Officer
639 Loyola Avenue Entergy Gulf States, Inc.
New Orleans, Louisiana 70113 639 Loyola Avenue
(504) 576-2272 New Orleans, Louisiana 70113
(504) 576-3880
KEVIN STACEY, Esq.
Thelen Reid & Priest LLP
40 West 57th Street
New York, New York 10019
(212) 603-2144
(Names, addresses, including zip codes, and telephone numbers, including
area codes, of agents for service)
__________________________
Approximate date of commencement of proposed sale to the public: 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: [ ]
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:
[ X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box: [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed Amount of
Title of each class of Amount to be maximum maximum registration
Securities being registered offering price aggregate fee(1)
registered per unit (1) offering price (1)
<S> <C> <C> <C> <C>
First Mortgage Bonds. $290,000,000 100% $290,000,000 $85,550
</TABLE>
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457.
_______________________________
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall
become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
Pursuant to Rule 429, the prospectus filed as part of this
Registration Statement is being filed as a combined prospectus
with respect to $10 million aggregate principal amount of First
Mortgage Bonds remaining unsold in Registration Statement No. 33-
49739.
<PAGE>
SUBJECT TO COMPLETION, DATED August 7, 1998
PROSPECTUS $300,000,000
ENTERGY GULF STATES, INC.
FIRST MORTGAGE BONDS
_____________
Entergy Gulf States, Inc. (the "Company") may offer and sell, from
time to time up to $300,000,000 aggregate principal amount of its First
Mortgage Bonds (the "New Bonds"). The New Bonds will be offered in one or
more series or in separate sub-series, including medium term note sub-
series, as determined at the time of offering and sale. The New Bonds
will be offered at prices and on terms to be determined by market
conditions at the time of offering and sale. The aggregate principal
amount, maturity, interest rate and time of payment of interest (or method
of calculating the interest rate), any redemption provisions, offering
price, proceeds to the Company and other specific terms of the New Bonds
will be set forth in a prospectus supplement or supplements (each, a
"Prospectus Supplement").
________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE
________________
The New Bonds may be sold by the Company through agents, underwriters
or dealers, or directly to one or more purchasers. If sold through
underwriters, the New Bonds may be sold to such underwriters by
negotiation or by competitive bid. If any agents, underwriters or dealers
are involved in the sale of the New Bonds in respect of which this
Prospectus is being delivered, the names of such agents, underwriters or
dealers, any applicable discounts or commissions and the net proceeds to
the Company with respect to the sale of such New Bonds will be set forth
in a Prospectus Supplement.
________________
The date of this Prospectus is ________________, 1998.
<PAGE>
Information contained herein is subject to completion or amendment.
A registration statement relating to these securities has been filed with
the Securities and Exchange Commission. These securities may not be sold
nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This Preliminary Prospectus shall not
constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of these securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction.
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE
NEW BONDS, INCLUDING STABILIZING TRANSACTIONS AND SYNDICATE COVERING
TRANSACTIONS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "PLAN OF
DISTRIBUTION."
__________________________
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files reports and other information with the
Securities and Exchange Commission (the "Commission"). Such reports and
other information filed by the Company may be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549 and at the
Commission's Regional Offices located at 7 World Trade Center, 13th Floor,
Suite 1300, New York, New York 10048 and Citicorp Center, 14th Floor, 500
West Madison Street, Chicago, Illinois 60661. Copies of such material may
also be obtained at prescribed rates by writing to the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549. The Commission maintains a Web site that contains
reports, proxy and information statements and other information regarding
registrants, including the Company, that file electronically with the
Commission (http://www.sec.gov). In addition, such reports, proxy
statements and other information concerning the Company can be inspected
at the offices of the New York Stock Exchange, 20 Broad Street, New York,
New York 10005.
The Company has filed with the Commission a Registration Statement on
Form S-3 (together with all amendments and exhibits thereto, the
"Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the New Bonds. This Prospectus
does not contain all the information set forth in the Registration
Statement and the exhibits thereto, certain portions of which have been
omitted as permitted by the rules and regulations of the Commission. For
further information with respect to the Company, and the New Bonds,
reference is made to the Registration Statement and the exhibits filed as
a part thereof or incorporated by reference therein, which may be
inspected at the public reference facilities of the Commission, at the
addresses set forth above. Statements made in this Prospectus concerning
the contents of any document referred to herein are not necessarily
complete, and in each instance are qualified in all respects by reference
to the copy of such document filed as an exhibit to the Registration
Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are incorporated into this Prospectus by
reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1997;
2. The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1998 and June 30, 1998; and
3. The Company's Current Reports on Form 8-K dated January 14, 1998, May
4, 1998 and July 14, 1998.
In addition, all documents subsequently filed by the Company pursuant
to Section 13, 14 or 15 (d) of the Exchange Act prior to the termination
of this offering shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing such documents (such
documents, and the documents enumerated above, collectively are referred
to as the "Incorporated Documents").
Any statement contained herein or in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained in any other subsequently filed
Incorporated Document or in an accompanying Prospectus Supplement modifies
or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each
person, including any beneficial owner, to whom a copy of this Prospectus
has been delivered, on the written or oral request of any such person, a
copy of any or all of the Incorporated Documents, other than exhibits to
such documents, unless such exhibits are specifically incorporated by
reference herein. Requests should be directed to Mr. Christopher T.
Screen, Assistant Secretary, Entergy Gulf States, Inc., P.O. Box 61000,
New Orleans, Louisiana 70161, telephone (504) 576-4212. The information
relating to the Company contained in this Prospectus and any accompanying
Prospectus Supplement does not purport to be comprehensive and should be
read together with the information contained in the Incorporated
Documents.
No person has been authorized to give any information or to make any
representation not contained or incorporated by reference in this
Prospectus or, with respect to any series of New Bonds, or any Prospectus
Supplement relating thereto, and, if given or made, such information or
representation must not be relied upon as having been authorized by the
Company or any underwriter. This Prospectus and any Prospectus Supplement
relating thereto do not constitute an offer to sell or a solicitation of
an offer to buy any of the securities offered hereby in any jurisdiction
to any person to whom it is unlawful to make such offer in such
jurisdiction.
Neither the delivery of this Prospectus and any Prospectus Supplement
relating thereto nor any sale made hereunder or thereunder shall, under
any circumstances, creates any implication that there has been no change
in the affairs of the Company since the date of this Prospectus or such
Prospectus Supplement.
THE COMPANY
Entergy Gulf States, Inc. (formerly Gulf States Utilities Company)
was originally incorporated under the laws of the State of Texas in 1925.
The Company's principal executive offices are located at 350 Pine Street,
Beaumont, Texas 77701. Its telephone number is 409-838-6631.
The Company is an electric public utility company engaged in the
generation, distribution and sale of electric energy, having substantially
all of its operations in the States of Texas and Louisiana. In addition
to its principal electric business, the Company produces and sells steam
for industrial use and purchases and retails natural gas in the Baton
Rouge, Louisiana area. The Company serves approximately 623,000 electric
customers in southeastern Texas and south Louisiana, of which
approximately 49.9% reside in Louisiana and 50.1% reside in Texas. The
Company serves approximately 90,000 natural gas customers in the Baton
Rouge, Louisiana area. All of the outstanding common stock of the Company
is owned by Entergy Corporation, a Delaware corporation ("Entergy").
Entergy is a public utility holding company registered under the Public
Utility Holding Company Act of 1935, as amended. The Company, Entergy
Arkansas, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc. and
Entergy New Orleans, Inc. are the principal operating utility subsidiaries
of Entergy. Entergy also owns, among other things, all of the common
stock of System Energy Resources, Inc., a generating company which owns
the Grand Gulf Electric Generating Station, and Entergy Operations, Inc.,
a nuclear management services company.
The Company is subject to the jurisdiction of the municipal
authorities of incorporated cities in Texas as to retail rates and
services that the Company provides within their boundaries, with appellate
jurisdiction over such matters residing in the Public Utility Commission
of Texas (the "PUCT"). The Company is also subject to regulation by the
PUCT as to retail rates and services that the Company provides in rural
areas, certification of new generating plants and extensions of service
into new areas in Texas. The Company is subject to regulation by the
Louisiana Public Service Commission as to electric and gas service, rates
and charges, certification of generating facilities and power or capacity
purchase contracts, depreciation, accounting and other matters involving
the territories served by the Company in Louisiana.
The foregoing information relating to the Company does not purport to
be comprehensive and should be read together with the financial statements
and other information contained in the Incorporated Documents. Reference
is made to the Incorporated Documents with respect to the Company's most
significant contingencies, its general capital requirements, and its
financing plans and capabilities including its short-term borrowing
capacity, and earnings coverage and other requirements under the Company's
Indenture (hereinafter defined), which limit the amount of additional
first mortgage bonds that the Company may issue.
RATIO OF EARNINGS TO FIXED CHARGES
The Company has calculated ratios of earnings to fixed charges
pursuant to Item 503 of Commission Regulation S-K as follows:
Twelve Months Ended
June 30, December 31,
1998 1997 1996 1995 1994 1993
Ratio of Earnings to 1.08 1.42 1.47 1.86 -(b) 1.54
Fixed Charges (a)
(a) "Earnings," as defined by Commission Regulation S-K, represent
the aggregate of (1) income before extraordinary items and cumulative
effects of an accounting change, (2) taxes net based on income, (3)
investment tax credit adjustments - net and (4) fixed charges. "Fixed
Charges" include interest (whether expensed or capitalized), related
amortization and interest applicable to rentals charged to operating
expense.
(b) Earnings for the year ended December 31, 1994 were not adequate
to cover fixed charges by $144.8 million.
USE OF PROCEEDS
The Company intends to use the net proceeds from the sale of the New
Bonds for general corporate purposes, including, without limitation,
meeting maturities and/or sinking fund requirements for any of the
Company's debt and preferred or preference stock, or redeeming or
acquiring, in whole or in part, certain of the Company's outstanding
securities. Any specific securities to be redeemed or acquired with the
proceeds from a sale of a series of New Bonds will be set forth in the
Prospectus Supplement relating to that series.
THE NEW BONDS
All references to the New Bonds herein shall, unless the context
otherwise requires, be deemed also to refer to each sub-series of the New
Bonds if all are not issued as a single series.
DESCRIPTION OF NEW BONDS
General
The New Bonds are to be issued under and secured by the Company's
Indenture of Mortgage dated September 1, 1926, as supplemented and
modified by the Seventh Supplemental Indenture dated as of May 1, 1946, as
further supplemented and modified by supplemental indentures thereto and
as to be further supplemented from time to time (said Indenture of
Mortgage, as so supplemented and modified, hereinafter the "Indenture"),
under which The Chase Manhattan Bank is trustee (the "Trustee"). The bonds
of all series that have been and may be issued under the Indenture,
including the New Bonds, are hereinafter under this caption referred to as
the "Bonds".
The statements herein concerning the New Bonds and certain provisions
of the Indenture are merely an outline and do not purport to be complete.
They are qualified in their entirety by reference to the Indenture for
complete statements and for the definitions of various terms and phrases.
Whenever particular Articles, Sections and other subdivisions are referred
to, such Articles, Sections and other subdivisions refer to the Seventh
Supplemental Indenture, dated as of May 1, 1946, unless otherwise
indicated.
Terms of Specific Series of the New Bonds
A Prospectus Supplement will describe the following terms of a series
of the New Bonds to be issued: (1) the designation of such series of the
New Bonds; (2) the aggregate principal amount of such series; (3) the date
on which such series will mature; (4) the rate at which such series will
bear interest and the date from which such interest accrues; (5) the dates
on which interest will be payable; (6) the prices, including redemption
prices, and the other terms and conditions upon which the particular
series may be redeemed by the Company prior to maturity; (7) whether the
dividend covenant described below will be applicable to any such series;
(8) if an insurance policy will be provided for the payment of the
principal of and/or interest on the New Bonds of such series, the terms
thereof, (9) the rights, if any, of a holder to elect repayment and (10)
any other terms of the New Bonds not inconsistent with the provisions of
the Indenture.
Payment
The New Bonds and interest thereon will be paid in any coin or currency
of the United States of America which at the time of payment is legal
tender at the corporate trust office of the Trustee in the Borough of
Manhattan, City and State of New York. See "Book Entry Securities."
Sinking Fund
The New Bonds will not be subject to any sinking fund.
Form and Exchange
The New Bonds will be fully registered bonds without coupons. See
"Book Entry Securities." The New Bonds will be exchangeable for other New
Bonds of the same series, or if issued in sub-series, of the same
sub-series, in equal aggregate principal amounts. While the Indenture
provides that the Company may charge up to $2 per bond in connection with
exchanges and transfers, it is not its present intention to do so with
regard to the New Bonds.
Maintenance and Replacement Fund
The Company will pay or deliver to the Trustee on or before April 1 of
each year, an amount in cash, Bonds, or refundable indebtedness equal to
the amount of the minimum provision for depreciation (10% of operating
revenues less the cost of gas and electricity purchased for resale and
certain other deductions, after deducting from such percentage the amount
expended for maintenance and repairs) for the preceding calendar year,
less certain credits for property additions, debt retirements and waivers
of the right to authentication of Bonds. The Company may at any time
substitute such cash or credits, one for another, on similar bases. The
Company may also have all or a portion of such cash applied to the
redemption of Bonds which are then subject to redemption or to the
purchase of Bonds or refundable indebtedness. No Bonds or refundable
indebtedness so redeemed or purchased may be used as the basis for the
issuance of additional Bonds, the release of properties or the withdrawal
of cash from the trust estate, unless and until requisite cash or property
additions shall have been substituted therefor. (Section 4.04.) The
Maintenance and Replacement Fund requirements shall be eliminated from the
Mortgage when certain Bonds scheduled to mature on October 1, 1998 and
March 1, 1999 are no longer outstanding and a supplemental indenture
effecting such modification has been duly authorized and executed, which
is expected to occur in March 1999. See "-Consent by Holders of New Bonds
to Mortgage Indenture Amendments" hereunder.
Security
In the opinion of counsel for the Company named under "Experts and
Legality," the New Bonds will be secured, equally and ratably with all
other Bonds issued and outstanding under the Indenture, by a valid and
direct first mortgage on all the principal properties of the Company
(except as stated below), subject only to (i) the prior lien of the
Trustee for its compensation, expenses and liability, (ii) such easements,
leases, contracts, covenants, liens and other encumbrances and defects as
are customarily encountered in comparable utility systems and are not of a
character to interfere materially with the use and operation of such
properties, (iii) current taxes, (iv) other liens or encumbrances which
are of a minor nature and which do not secure the payment of money, and
(v) permitted encumbrances on the Company's bondable property, franchises
and permits.
There are excepted from the lien of the Indenture bills, notes,
accounts receivable, cash, contracts, shares of stock, bonds, and notes,
other evidences of indebtedness and other securities; merchandise held for
sale; materials and supplies; fuel; aircraft, automobiles and trucks,
etc.; oil, gas, and other minerals underlying mortgaged lands; office
furniture, equipment and supplies; and certain other properties.
(Granting Clauses of the Indenture.)
The Indenture permits the Company to acquire bondable property subject
to prior liens. The Indenture contains provisions subjecting to the lien
thereof all property which the Company may acquire after the date of the
Indenture except property of the character expressly excepted and subject
to certain limitations in cases of merger and consolidations. (Sections
9.06 and 9.12 and Article Fourteen.)
Property Subject to Prior Liens
Property subject to any prior lien cannot constitute property additions
for use as a basis for action or credit under the Indenture, unless such
lien is established as a refundable lien and (i) the principal amount of
the outstanding indebtedness secured by such prior lien will not exceed
60% of the amount of the property subject thereto, (ii) the total
principal amount of prior lien indebtedness to be outstanding will not
exceed 15% of the total principal amount of Bonds then outstanding and
Bonds which the Company would then be entitled to have authenticated and
delivered, and (iii) the principal amount of prior lien indebtedness being
established as refundable will not exceed 60% of available net additions.
(Section 2.01.)
Issuance of Additional Bonds
Additional Bonds ranking equally and ratably with the New Bonds may be
issued under the Indenture, subject to the limitation that the aggregate
principal amount of Bonds at any one time outstanding shall not exceed
$100 billion. Such additional Bonds may be authenticated and delivered
(i) in an aggregate principal amount not exceeding 60% of available net
additions (Section 5.04), (ii) against the deposit of cash with the
Trustee (Section 5.05), and (iii) against the retirement of Bonds and/or
refundable indebtedness. (Section 5.06.) Cash deposited with the Trustee
pursuant to clause (ii) above may be withdrawn to the extent of 60% of
available net additions or 100% of available debt retirements of Bonds or
refundable indebtedness. (Sections 8.02 and 8.03.)
As of June 30, 1998, the Company had approximately $1.09 billion of
available net additions and $1.4 billion of available debt retirements,
entitling it to issue approximately $657.8 million in principal amount of
Bonds on the basis of available net additions and $930.6 million in
principal amount of Bonds on the basis of retirement of Bonds without an
earnings coverage test, but no Bonds on the basis of retirement of
refundable indebtedness. The Company expects that the New Bonds will be
issued against available debt retirements.
As a condition to the authentication and delivery of additional Bonds,
except on the basis of retirements of Bonds or refundable indebtedness in
certain cases, net earnings available for interest for twelve consecutive
months within the fifteen months immediately preceding the calendar month
in which application for authentication and delivery of the Bonds is made
must have been at least twice the aggregate amount of the annual interest
charges upon the outstanding Bonds, the Bonds then applied for, and any
indebtedness to be outstanding secured by prior liens. (Section 1.09.)
Based upon the results of operations of the Company for the twelve months
ended June 30, 1998, during such fifteen month period, the Company could
issue no Bonds, in addition to the amount of Bonds then outstanding
(assuming an interest rate of 7.00% for additional Bonds). Such amount
will be affected by the issuance of the New Bonds and the retirement of
existing Bonds with the proceeds of the New Bonds and by subsequent net
earnings. New Bonds in a greater amount may also be issued for the
refunding of outstanding Bonds.
Release and Substitution of Property
Properties subject to the lien of the Indenture may be released against
(i) the deposit of cash or, within certain limits, purchase money
obligations and, in certain cases, governmental or municipal obligations
(Section 7.04); (ii) the deposit of the proceeds under a prior lien; (iii)
available net additions; and (iv) available debt retirements of Bonds or
refundable indebtedness. (Section 7.06) No prior notice to bondholders
is required in connection with releases but subsequent reports are
required in certain cases (Section 11.04). In the event of the sale,
taking or release of all or substantially all of the bondable property of
the Company not subject to any nonrefundable prior lien, the proceeds must
be applied to the purchase or redemption of Bonds or refundable
indebtedness. (Section 8.01.)
Covenant as to Dividends
So long as any Bonds issued on or before August 1, 1993 are
outstanding, and unless otherwise specified in the applicable Prospectus
Supplement, the Company will not declare any dividend (other than
dividends payable in common stock of the Company) on any shares of its
common stock, unless such dividend is declared to be payable within 60
days after the date of declaration thereof and, further, the Company will
not (a) declare any such dividend or make any other distribution on any
shares of its common stock, or (b) purchase or otherwise retire for a
consideration (other than in exchange for or from the proceeds of other
shares of capital stock of the Company) any shares of its common stock, if
the aggregate amount so declared, distributed or expended after December
31, 1945, would exceed the aggregate of the net income of the Company
available for dividends on its common stock accumulated after December 31,
1945, to and including a date not earlier than the end of the second
calendar month preceding the date of declaration in the case of a dividend
and the date of payment in any other case, plus the sum of $378,000.
(Section 9.10.)
Trustee
The Trust Indenture Act of 1939, as amended, provides that if the
Trustee has or acquires a conflicting interest (as defined therein) and
the Bonds are in default, then within 90 days after ascertaining that it
has such a conflicting interest and if the default to which such conflict
relates has not been cured or waived before the end of such 90-day period,
the Trustee must eliminate the conflict or resign. At stated intervals of
not more than 12 months, the Trustee is required to report to the holders
of the Bonds certain events, if any have occurred, including any change in
its eligibility or qualifications and, if the Bonds are in default, the
creation of or any change in its relationship to the Company which
constitutes a conflicting interest. In certain cases the Trustee is
required to share the benefit of payments received as a creditor within
three months prior to a default. The Company, from time to time, may
maintain deposit accounts with, and borrow funds from, the Trustee. The
holders of a majority of the aggregate principal amount of the Bonds may
require the Trustee to take certain action under the Indenture, including
the enforcement of the lien thereof, as further described under "-Defaults
and Notice Thereof" below. Before acting, among other conditions, the
Trustee may require indemnification satisfactory to it. (Section 12.20.)
Defaults and Notice Thereof
An event of default is defined as: default in payment of principal
(including premium, if any) when due; default for 30 days in payment of
interest; default for 60 days in satisfaction of sinking, improvement,
maintenance, or replacement fund obligations; default under the covenants,
conditions and agreements contained in the Indenture on the part of the
Company for 90 days after notice by the Trustee or the holders of 15% of
the aggregate principal amount of the outstanding Bonds; and certain
events in bankruptcy, insolvency, receivership or reorganization
proceedings. (Section 12.01.) The Company is required to deliver
annually to the Trustee an officers' certificate stating whether or not,
to the best of the knowledge of the signers, any default exists. (Section
9.17.) The Trustee is required to give certain notice to the holders of
the Bonds after the occurrence of a default, if not cured, but the Trustee
is protected in withholding notice of defaults other than in the payment
of principal, interest, or sinking, improvements or purchase fund
installments, if it determines in good faith that the withholding of
notice is in the interests of the holders of the Bonds. (Section 15.09.)
Anything in the Indenture to the contrary notwithstanding, the right of
any holder of any Bond to receive payment of the principal of and interest
on such Bond on or after the due date thereof as therein expressed or to
institute suit for the enforcement of any such payment on or after such
due date is absolute and unconditional and will not be impaired or
affected without the consent of such holder. (Section 12.21.) Moreover,
under most circumstances, the holders of a majority in aggregate principal
amount of the Bonds then outstanding have the right to require the Trustee
to proceed to enforce the lien of the Indenture and direct and control the
time, method and place of conducting any and all proceedings authorized by
the Indenture for any sale of the trust estate, the foreclosure of the
Indenture, or any other action or proceeding thereunder instituted by the
Trustee. (Section 12.20.) The holders of not less than 75% of the
aggregate principal amount of the Bonds outstanding, including not less
than 60% of each series of such Bonds outstanding, may waive any past
default, except for a default in the payment of principal (including
premium, if any) of or interest on the Bonds. (Section 12.23.)
Satisfaction and Discharge
If the Company shall pay or provide for payment of the entire
indebtedness on all Bonds as provided in the Indenture and shall pay all
other sums due and payable thereunder and shall so request, the Trustee
shall acknowledge satisfaction of the Indenture and surrender the trust
estate (other than cash for the payment of Bonds and coupons) to the
Company. (Section 16.01.)
Modification or Amendment of Indenture
The Indenture and the rights and obligations of the Company and the
holders of the Bonds may be modified with the consent of the holders of
not less than 75% in aggregate principal amount of the outstanding Bonds,
including not less than 60% of each series affected, but no such
modification shall (a) extend the maturity of any of the Bonds or reduce
the rate or extend the time of payment of interest thereon or reduce the
amount of principal thereof, or reduce any premium payable on the
redemption thereof, without the consent of the holder of each Bond so
affected; (b) permit the creation of any lien, not otherwise permitted,
prior to or on a parity with the lien of the Indenture, without the
consent of the holders of all of the Bonds then outstanding, or (c) reduce
the percentage of holders of Bonds required to approve any such
supplemental indenture, without the consent of the holders of all of the
Bonds then outstanding. (Section 18.02.)
Unless specified in a Prospectus Supplement, no such modifications
shall (a) change the date or amount of or deny an optional repayment
right, if any; (b) change the date for redemption or redemption price, if
any; or (c) permit redemption, other than as provided in each case with
respect to New Bonds upon original issuance, without the consent of the
holders of all effected Bonds issued after August 1, 1993.
Merger and Sale of Assets by the Company
The Indenture provides that the Company may consolidate with or merge
into any other corporation or sell, convey, transfer or lease, subject to
the lien of the Indenture, all of the trust estate as, or substantially
as, an entirety to any corporation lawfully entitled to acquire or lease
and operate the same, provided, among other things, that such action shall
be upon such terms as do not in any respect impair the lien and security
of the Indenture, and that the corporation resulting from such merger or
consolidation or into or with which the Company is merged, or the
corporation that shall have received the properties and assets of the
Company, shall assume by a supplemental indenture the due and punctual
payment of the principal of and interest on all the Bonds and the
performance of the covenants and conditions to be kept or performed by the
Company. (Section 14.01.)
Consent by Holders of New Bonds to Mortgage Indenture Amendments
Commencing September 1, 1981, the Company has been obtaining the
necessary consents of holders of Bonds to make two amendments to the
Indenture. The consents permit the Company to amend the Indenture to
terminate the maintenance and replacement fund requirements (see
description above under the caption "-Maintenance and Replacement Fund")
provided, however, that no cash, Bonds, refundable indebtedness, debt
retirements, or property additions theretofore applied in satisfaction of
Company obligations to such fund may be reused by the Company to meet
other obligations under the Indenture. As a part of that amendment, the
Company can also amend the Indenture to eliminate the term "minimum
provision for depreciation" and any references, obligations and
requirements in the Indenture with respect thereto.
The holders of the New Bonds by acceptance of the New Bonds upon
initial issuance will have been deemed to consent to the Company and the
Trustee entering into an indenture supplemental to the Indenture for the
purpose of modifying the Indenture as described above. Such consent
conclusively evidenced by such acceptance will bind the original and every
future holder of each such New Bond and every Bond issued in exchange
therefor or in lieu thereof.
The foregoing amendments will become effective when certain Bonds
scheduled to mature on October 1, 1998 and March 1, 1999, are no longer
outstanding and a supplemental indenture effecting such amendments has
been duly authorized and executed, which is expected to occur in March
1999.
PLAN OF DISTRIBUTION
The Company may offer and sell the New Bonds: (i) through one or more
underwriters or dealers; (ii) directly to a limited number of purchasers
or to a single purchaser; (iii) through one or more agents or (iv) through
a combination of any such methods. A Prospectus Supplement with respect
to the New Bonds will set forth the terms of the offering of the New Bonds
and the proceeds to the Company from such offer and sale thereof, any
underwriting discounts and other items constituting underwriters'
compensation, any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers. Any initial public
offering price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time.
If underwriters are utilized, the New Bonds being sold to them will be
acquired by the underwriters for their own account and may be resold from
time to time in one or more transactions, including negotiated
transactions at a fixed public offering price or at varying prices
determined at the time of sale. The New Bonds may be offered to the
public either through underwriting syndicates represented by one or more
managing underwriters, or directly by one or more firms acting as
underwriters. The underwriter or underwriters with respect to the New
Bonds being offered will be named in a Prospectus Supplement relating to
such offering and, if an underwriting syndicate is used, the managing
underwriter or underwriters will be set forth on the cover page of such
Prospectus Supplement. Any underwriting agreement will provide that the
obligations of the underwriters are subject to certain conditions
precedent, and that the underwriters will be obligated to purchase all of
the New Bonds to which such underwriting agreement relates if any are
purchased, provided that such an agreement may provide that under certain
circumstances including a default of one or more underwriters, less than
all of the New Bonds may be purchased.
The New Bonds may be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the
offer or sale of the New Bonds in respect of which this Prospectus is
delivered will be named, and any commissions payable by the Company to
such agent will be set forth, in a Prospectus Supplement.
Any underwriters utilized may engage in stabilizing transactions and
syndicate covering transactions in accordance with Rule 104 under the
Exchange Act. Stabilizing transactions permit bids to purchase the
underlying security so long as the stabilizing bids do not exceed a
specified maximum. Syndicate covering transactions involve purchases of
the New Bonds in the open market after the distribution has been completed
in order to cover syndicate short positions. Such stablilizing
transactions and syndicate covering transactions may cause the price of
the New Bonds to be higher than it would otherwise be in the absence of
such transactions.
The Company will agree to indemnify any underwriters, dealers, agents
or purchasers, and their controlling persons, against certain civil
liabilities, including liabilities under the Securities Act.
BOOK ENTRY SECURITIES
The Depository Trust Company ("DTC"), New York, NY, will act as
securities depository for the New Bonds. The New Bonds will be issued as
fully-registered securities registered in the name of Cede & Co. (DTC's
partnership nominee). One fully-registered New Bond certificate will be
issued for each issue of the New Bonds, each in the aggregate principal
amount of such issue, and will be deposited with DTC. If, however, the
aggregate principal amount of any issue exceeds $200 million, one
certificate will be issued with respect to each $200 million of principal
amount and an additional certificate will be issued with respect to any
remaining principal amount of such issue.
DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code,
and a "clearing agency" registered pursuant to the provisions of Section
17A of the Exchange Act. DTC holds securities that its participants
("Direct Participants") deposit with DTC. DTC also facilitates the
settlement among Direct Participants of securities transactions, such as
transfers and pledges, in deposited securities through electronic
computerized book-entry changes in Participants' accounts, thereby
eliminating the need for physical movement of securities certificates.
Direct Participants include securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations. DTC is
owned by a number of its Direct Participants and The New York Stock
Exchange, Inc., the American Stock Exchange, Inc., and the National
Association of Securities Dealers, Inc. Access to the DTC system is also
available to others such as securities brokers and dealers, banks, and
trust companies that clear through or maintain a custodial relationship
with a Direct Participant, either directly or indirectly ("Indirect
Participants," and together with Direct Participants, the "Participants").
The Rules applicable to DTC and its Participants are on file with the
Commission.
Purchases of New Bonds under the DTC system must be made by or
through Direct Participants, which will receive a credit for the New Bonds
on DTC's records. The ownership interest of each actual purchaser of each
New Bond ("Beneficial Owner") is in turn to be recorded on the Direct and
Indirect Participants' records. Beneficial Owners will not receive
written confirmation from DTC of their purchase, but Beneficial Owners are
expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the
Direct or Indirect Participants through which the Beneficial Owner entered
into the transaction. Transfers of ownership interests in the New Bonds
are to be accomplished by entries made on the books of Participants acting
on behalf of Beneficial Owners. Beneficial Owners will not receive
certificates representing their ownership interests in New Bonds, except
in the event that use of the book-entry system for the New Bonds is
discontinued.
To facilitate subsequent transfers, all New Bonds deposited by Direct
Participants with DTC are registered in the name of DTC's partnership
nominee, Cede & Co. The deposit of New Bonds with DTC and their
registration in the name of Cede & Co. effect no change in beneficial
ownership. DTC has no knowledge of the actual Beneficial Owners of the
New Bonds; DTC's records reflect only the identity of the Direct
Participants to whose accounts such New Bonds are credited, which may or
may not be the Beneficial Owners. The Participants will remain
responsible for keeping account of their holdings on behalf of their
customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by
Direct Participants and Indirect Participants to Beneficial Owners will be
governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time.
Redemption notices shall be sent to DTC. If less than all of the New
Bonds within an issue are being redeemed, DTC's practice is to determine
by lot the amount of the interest of each Direct Participant in such issue
to be redeemed.
Neither DTC nor Cede & Co. will consent or vote with respect to New
Bonds. Under its usual procedures, DTC mails an Omnibus Proxy to the
Company as soon as possible after the record date. The Omnibus Proxy
assigns Cede & Co.'s consenting or voting rights to those Direct
Participants to whose accounts the New Bonds are credited on the record
date (identified in a listing attached to the Omnibus Proxy).
Principal, premium, if any, and interest payments on the New Bonds
will be made to Cede & Co., as nominee of DTC. DTC's practice is to
credit Direct Participant's accounts, upon DTC's receipt of funds and
corresponding detail information from the Company or the Trustee, on the
payable date in accordance with their respective holdings shown on DTC's
records. Payments by Participants to Beneficial Owners will be governed
by standing instructions and customary practice, as is the case with
securities held for the accounts of customers in bearer form or registered
in "street name," and will be the responsibility of such Participant and
not of DTC, the Trustee, any underwriters, dealers or agents or the
Company, subject to any statutory or regulatory requirements as may be in
effect from time to time. Payment of principal, premium, if any, and
interest to Cede & Co. is the responsibility of the Company or the
Trustee, disbursements of such payments to Direct Participants shall be
the responsibility of DTC, and disbursement of such payments to the
Beneficial Owners shall be the responsibility of Direct and Indirect
Participants.
A Beneficial Owner shall give notice to elect to have its New Bonds
purchased or tendered, through its Participant, to the Tender/Remarketing
Agent, and shall effect delivery of such New Bonds by causing the Direct
Participant to transfer the Participant's interest in the New Bonds, on
DTC's records, to the Tender/Remarketing Agent. The requirement for
physical delivery of New Bonds in connection with an optional tender or a
mandatory purchase will be deemed satisfied when the ownership rights in
the New Bonds are transferred by Direct Participants on DTC's records and
followed by a book-entry credit of tendered New Bonds to the
Tender/Remarketing Agent's account.
DTC may discontinue providing its services as securities depository
with respect to the New Bonds at any time by giving reasonable notice to
the Company or the Trustee. Under such circumstances, in the event that a
successor securities depository is not obtained, New Bond certificates are
required to be printed and delivered.
The Company may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository). In that
event, New Bond certificates will be printed and delivered.
The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that the Company believes to be
reliable, but the Company takes no responsibility for the accuracy
thereof.
EXPERTS AND LEGALITY
The Company's balance sheets as of December 31, 1997 and 1996 and the
statements of income (loss), retained earnings, and cash flows for each of
the three years in the period ended December 31, 1997, incorporated by
reference in this Prospectus, have been incorporated herein in reliance on
the report of PricewaterhouseCoopers LLP, independent accountants, given
on the authority of that firm as experts in accounting and auditing.
The legality of the New Bonds will be passed upon for the Company by
Laurence M. Hamric, Associate General Counsel-Corporate and Securities,
Entergy Services, Inc., New Orleans, Louisiana and Thelen Reid and Priest
LLP, New York, New York and for any underwriter(s), dealer(s), agent (s)
or purchaser(s) by Winthrop, Stimson, Putnam & Roberts, New York, New
York. All matters pertaining to the organization of the Company, and to
franchises, titles to property and the lien of the Indenture in Louisiana
and Texas will be passed on by Laurence M. Hamric, Associate General
Counsel-Corporate and Securities, Entergy Services, Inc.
The statements as to matters of law and legal conclusions made under
"Description of New Bonds" in this Prospectus have been reviewed by
Laurence M. Hamric, Associate General Counsel -- Corporate and Securities,
Entergy Services, Inc., and, except as to "-Security" therein, by Thelen
Reid & Priest LLP, New York, New York, and are set forth herein in
reliance upon the opinions of said counsel, respectively, and upon their
authority as experts.
<TABLE>
<CAPTION>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Each
Initial Additional
Sale Sale
<S> <C> <C>
Filing Fees-Securities and Exchange Commission:
Registration Statement $ 85,550 $
*Rating Agencies' fees 25,000 25,000
*Trustee's fees 2,500 2,500
*Fees of Company's Counsel:
Thelen Reid & Priest LLP 50,000 30,000
*Fees of Entergy Services, Inc. 35,000 25,000
*Accounting fees 12,000 6,000
*Printing and engraving costs 25,000 15,000
*Miscellaneous expenses (including Blue-Sky expenses) 20,000 15,000
---------- -------------
*Total Expenses $ 255,050 $ 118,500
========== =============
- -----------------------
*Estimated
Item 15. Indemnification of Directors and Officers.
The Company has insurance covering its expenditures which might arise
in connection with its lawful indemnification of its directors and
officers for certain of their liabilities and expenses. Directors and
officers of the Company also have insurance which insures them against
certain other liabilities and expenses. The corporation laws of Texas
permit indemnification of directors and officers in a variety of
circumstances, which may include liabilities under the Securities Act of
1933, as amended (the "Securities Act"), and under the Company's Restated
Articles of Incorporation, as amended, its officers and directors may
generally be indemnified to the full extent of such laws.
Item 16. Exhibits.
1.01 Form of Underwriting Agreement relating to the New
Bonds.
*1.02 Form of Distribution Agreement.
**3.01 Restated Articles of Incorporation of the Company and
amendments thereto through April 22, 1996 (filed as
Exhibit 3(b) to the Form 10-Q of the Company for the
quarter ended March 31, 1996 in 1-2703).
**3.02 By-Laws of the Company as amended effective July 6,
1998, and as presently in effect (filed as Exhibit 3(b)
to the Form 10-Q of the Company for the quarter ended
June 30, 1998 in 1-2703).
**4.01 Indenture of Mortgage, dated September 1, 1926, as
amended by certain supplemental indentures (filed,
respectively, as the exhibits and in the file numbers
indicated: B-a-I-1 in Registration No. 2-2449
(Mortgage); 7-A-9 in Registration No. 2-6893 (Seventh);
4-2 in Registration No. 33-49739 (Eighteenth); B to Form
8-K dated November 1, 1968 (Twenty-fifth); B to Form 8-K
dated April 1, 1969 (Twenty-sixth); 2-A-8 in
Registration No. 2-66612 (Thirty-eighth); 4 to Form 10-K
for the year ended December 31, 1991 in 1-2703 (Fifty-
third); 4 to Form 8-K dated July 29, 1992 (Fifty-
fourth); 4 to Form 10-K for the year ended December 31,
1992 in 1-2703 (Fifty-fifth); 4 to Form 10-Q for the
quarter ended March 31, 1993 in 1-2703 (Fifty-sixth);
and 4-2 to Amendment No. 9 to Registration No. 2-76551
(Fifty-seventh)).
5.01 Opinion of Laurence M. Hamric, Associate General Counsel
- Corporate and Securities of Entergy Services, Inc.
5.02 Opinion of Thelen Reid & Priest LLP.
**12.01 Statement Re: Computation of Ratio of Earnings to Fixed
Charges (filed as Exhibit 99(b) to the Form 10-Q of the
Company for the quarter ended June 30, 1998 in 1-2703).
23.01 Consent of PricewaterhouseCoopers LLP (included herein
at page II-5).
23.02 Consent of Laurence M. Hamric (included in Exhibit 5.01
hereto).
23.03 Consent of Thelen Reid & Priest LLP (included in Exhibit
5.02 hereto).
24.01 Powers of Attorney of certain officers and directors of
the Company (included herein at page II-6).
25.01 Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of The Chase
Manhattan Bank.
___________________________
* To be filed on Form 8-K.
**Incorporated by reference herein.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this registration
statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
<PAGE>
Exhibit 23.01
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-3 of our reports dated March 4, 1998, on our audits of
the financial statements and financial statement schedule of Entergy Gulf
States, Inc. (formerly Gulf States Utilities Company) as of December 31,
1997 and 1996 and for each of the three years in the period ended December
31, 1997, which reports include an explanatory paragraph related to a
change in accounting for the impairment of long-lived assets and long-
lived assets to be disposed of and are included in the Company's Annual
Report on Form 10-K. We also consent to the reference to our firm under
the caption "Experts and Legality."
New Orleans, Louisiana
August 7, 1998
<PAGE>
POWER OF ATTORNEY
Each director and/or officer of the registrant whose signature
appears below hereby appoints C. John Wilder, Steven C. McNeal, Laurence
M. Hamric and Denise C. Redmann, and each of them severally, as his
attorney-in-fact to sign in his name and behalf, in any and all capacities
stated below, and to file with the Securities and Exchange Commission, any
and all amendments, including post-effective amendments, to this
registration statement, and the registrant hereby also appoints each such
named person as its attorney-in-fact with like authority to sign and file
any such amendments in its name and behalf.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 New Orleans,
State of Louisiana, on the 6th day of August, 1998.
ENTERGY GULF STATES, INC.
By: /s/ C. John Wilder
C. John Wilder
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Wayne Leonard Chief Operating Officer August 5, 1998
Wayne Leonard and Director
(Principal Executive Officer)
/s/ C. John Wilder Executive Vice President August 4, 1998
C. John Wilder and Chief Financial Officer
(Principal Financial Officer)
/s/ Louis E. Buck Vice President and August 4, 1998
Louis E. Buck Chief Accounting Officer and
Assistant Secretary
(Principal Accounting Officer)
/s/ John J. Cordaro Director August 5, 1998
John J. Cordaro
/s/ Frank F. Gallaher Director August 3, 1998
Frank F. Gallaher
/s/ Donald C. Hintz Director August 5, 1998
Donald C. Hintz
/s/Jerry D. Jackson Director August 3, 1998
Jerry D. Jackson
/s/ Jerry L. Maulden Director August 6, 1998
Jerry L. Maulden
</TABLE>
EXHIBIT 1.01
Entergy Gulf States, Inc.
$[ ]
First Mortgage Bonds
__% Series due [ ]
UNDERWRITING AGREEMENT
[ ] __, [ ]
[Names of Underwriters]
c/o [Lead Underwriter's address]
Ladies and Gentlemen:
The undersigned, Entergy Gulf States, Inc., a Texas
corporation (the "Company"), proposes to issue and sell severally
to you, as underwriters (the "Underwriters," which term, when the
context permits, shall also include any underwriters substituted
hereinafter as provided in Section 11), an aggregate of
$[ ] principal amount of the Company's First Mortgage
Bonds, __% Series due [ ] (the "Bonds"), as follows:
SECTION 1. Purchase and Sale. On the basis of the
representations and warranties herein contained, and subject to
the terms and conditions herein set forth, the Company shall
issue and sell to each of the Underwriters, and each Underwriter
shall purchase from the Company, at the time and place herein
specified, severally and not jointly, the principal amount of the
Bonds set forth opposite the name of such Underwriter in Schedule
I attached hereto at ____% of the principal amount of the Bonds.
SECTION 2. Description of Bonds. The Bonds shall be
issued under and pursuant to the Company's Indenture of Mortgage,
dated as of September 1, 1926, with The Chase Manhattan Bank
(successor to Chemical Bank), as trustee (the "Trustee"), as
heretofore amended and supplemented by all indentures amendatory
thereof and supplemental thereto, including the [ ]
Supplemental Indenture, dated as of [ ] __, [ ] (the
"Supplemental Indenture"). Said Indenture of Mortgage as so
amended and supplemented is hereinafter referred to as the
"Mortgage." The Bonds and the Supplemental Indenture shall have
the terms and provisions described in the Prospectus (as defined
herein), provided that subsequent to the date hereof and prior to
the Closing Date (as defined herein) the form of the Supplemental
Indenture may be amended by mutual agreement between the Company
and the Underwriters.
SECTION 3. Representations and Warranties of the
Company. The Company represents and warrants to the several
Underwriters, and covenants and agrees with the several
Underwriters, that:
(a) The Company is duly organized and validly existing
as a corporation in good standing under the laws of the
State of Texas and has the necessary corporate power and
authority to conduct the business that it is described in
the Prospectus as conducting and to own and operate the
properties owned and operated by it in such business and is
in good standing and duly qualified to conduct such business
as a foreign corporation in the State of Louisiana.
(b) The Company has filed with the Securities and
Exchange Commission (the "Commission") a registration
statement on Form S-3 (File No. 33-49739) (the "First
Registration Statement") for the registration of
$300,000,000 aggregate principal amount of the Company's
First Mortgage Bonds (the "First Mortgage Bonds") under the
Securities Act of 1933 (the "Securities Act") and the First
Registration Statement has become effective. While
$10,000,000 aggregate principal amount of First Mortgage
Bonds remained unsold under the First Registration
Statement, the Company filed with the Commission a
registration statement on Form S-3 (File No. 333-[ ])
(the "Second Registration Statement") for the registration
of $[ ] aggregate principal amount of First
Mortgage Bonds, and the Second Registration Statement has
become effective. The Company qualifies for use of Form S-3
for the registration of the Bonds and the Bonds are
registered under the Securities Act. The combined
prospectus forming a part of the Second Registration
Statement and relating, pursuant to Rule 429 under the
Securities Act, to $[ ] aggregate principal
amount of First Mortgage Bonds (all of which remain unsold),
including the Bonds, at the time the Second Registration
Statement (or the most recent amendment thereto filed prior
to the time of effectiveness of this Underwriting Agreement)
became effective, including all documents incorporated by
reference therein at that time pursuant to Item 12 of Form S-
3, is hereinafter referred to as the "Basic Prospectus." In
the event that (i) the Basic Prospectus shall have been
amended, revised or supplemented (but excluding any
supplements to the Basic Prospectus relating solely to First
Mortgage Bonds other than the Bonds) prior to the time of
effectiveness of this Underwriting Agreement, including
without limitation by any preliminary prospectus supplement
relating to the Bonds or (ii) the Company shall have filed
documents pursuant to Section 13, 14 or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") after
the time the Second Registration Statement (or the most
recent amendment thereto filed prior to the time of
effectiveness of this Underwriting Agreement) became
effective and prior to the time of effectiveness of this
Underwriting Agreement (but excluding documents incorporated
therein by reference relating solely to First Mortgage Bonds
other than the Bonds), which are deemed to be incorporated
by reference in the Basic Prospectus pursuant to Item 12 of
Form S-3, the term "Basic Prospectus" as used herein shall
also mean such prospectus as so amended, revised or
supplemented and reflecting such incorporation by reference.
The First Registration Statement and the Second Registration
Statement each in the form in which it became effective and
as it may have been amended by all amendments thereto as of
the time of effectiveness of this Underwriting Agreement
(including, for these purposes, as an amendment any document
incorporated by reference in the Basic Prospectus), and the
Basic Prospectus as it shall be supplemented to reflect the
terms of the offering and sale of the Bonds by a prospectus
supplement (a "Prospectus Supplement") to be filed with the
Commission pursuant to Rule 424(b) under the Securities Act
("Rule 424(b)"), are hereinafter referred to as the
"Registration Statements" and the "Prospectus,"
respectively.
(c) (i) After the time of effectiveness of this
Underwriting Agreement and during the time specified in
Section 6(d), the Company will not file any amendment to any
of the Registration Statements or any supplement to the
Prospectus (except any amendment or supplement relating
solely to First Mortgage Bonds other than the Bonds), and
(ii) between the time of effectiveness of this Underwriting
Agreement and the Closing Date, the Company will not file
any document that is to be incorporated by reference in, or
any supplement to, the Basic Prospectus, in either case,
without prior notice to the Underwriters and to Winthrop,
Stimson, Putnam & Roberts ("Counsel for the Underwriters"),
or any such amendment or supplement to which said Counsel
shall reasonably object on legal grounds in writing. For
purposes of this Underwriting Agreement, any document that
is filed with the Commission after the time of effectiveness
of this Underwriting Agreement and is incorporated by
reference in the Prospectus (except documents incorporated
by reference relating solely to First Mortgage Bonds other
than the Bonds) pursuant to Item 12 of Form S-3 shall be
deemed a supplement to the Prospectus.
(d) The Registration Statements, at the Effective Date
(as defined herein), and the Mortgage, at such time, fully
complied, and the Prospectus, when delivered to the
Underwriters for their use in making confirmations of sales
of the Bonds and at the Closing Date, as it may then be
amended or supplemented, will fully comply, in all material
respects with the applicable provisions of the Securities
Act, the Trust Indenture Act of 1939 (the "Trust Indenture
Act") and the rules and regulations of the Commission
thereunder or pursuant to said rules and regulations did or
will be deemed to comply therewith. The documents
incorporated or deemed to be incorporated by reference in
the Prospectus pursuant to Item 12 of Form S-3, on the date
filed with the Commission pursuant to the Exchange Act,
fully complied or will fully comply in all material respects
with the applicable provisions of the Exchange Act and the
rules and regulations of the Commission thereunder or
pursuant to said rules and regulations did or will be deemed
to comply therewith. With respect to any of the
Registration Statements, on the later of (i) the date such
Registration Statement (or the most recent post-effective
amendment thereto, but excluding any post-effective
amendment relating solely to First Mortgage Bonds other than
the Bonds) was declared effective by the Commission under
the Securities Act and (ii) the date that the Company's most
recent Annual Report on Form 10-K was filed with the
Commission under the Exchange Act (the date described in
either clause (i) or (ii) is hereinafter referred to as the
"Effective Date"), such Registration Statement did not or
will not, as the case may be, contain an untrue statement of
a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements
therein not misleading. At the time the Prospectus is
delivered to the Underwriters for their use in making
confirmations of sales of the Bonds and at the Closing Date,
the Prospectus, as it may then be amended or supplemented,
will not contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under
which they are made, not misleading and, on said dates and
at such times, the documents then incorporated or deemed to
be incorporated by reference in the Prospectus pursuant to
Item 12 of Form S-3, when read together with the Prospectus,
or the Prospectus, as it may then be amended or
supplemented, will not contain an untrue statement of a
material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the
circumstances under which they are made, not misleading.
The foregoing representations and warranties in this
paragraph (d) shall not apply to statements or omissions
made in reliance upon and in conformity with written
information furnished to the Company by the Underwriters or
on behalf of any Underwriter specifically for use in
connection with the preparation of the Registration
Statements or the Prospectus, as they may be then amended or
supplemented, or to any statements in or omissions from the
statement of eligibility of the Trustee on Form T-1, as it
may then be amended, under the Trust Indenture Act filed as
exhibits to the Registration Statements (the "Statement of
Eligibility").
(e) The issuance and sale of the Bonds and the
fulfillment of the terms of this Underwriting Agreement will
not result in a breach of any of the terms or provisions of,
or constitute a default under, the Mortgage or any indenture
or other agreement or instrument to which the Company is now
a party.
(f) Except as set forth or contemplated in the
Prospectus, as it may be then amended or supplemented, the
Company possesses adequate franchises, licenses, permits,
and other rights to conduct its business and operations as
now conducted, without any known conflicts with the rights
of others that could have a material adverse effect on the
Company.
SECTION 4. Offering. The Company is advised by the
Underwriters that they propose to make a public offering of their
respective portions of the Bonds as soon after the effectiveness
of this Underwriting Agreement as in their judgment is advisable.
The Company is further advised by the Underwriters that the Bonds
will be offered to the public at the initial public offering
price specified in the Prospectus Supplement plus accrued
interest thereon, if any, from the Closing Date.
SECTION 5. Time and Place of Closing. Delivery of the
Bonds and payment of the purchase price therefor by wire transfer
of immediately available funds shall be made at the offices of
Reid & Priest LLP, 40 West 57th Street, New York, New York, at
10:00 A.M., New York time, on [ ] __, [ ], or at such
other time on the same or such other day as shall be agreed upon
by the Company and [insert name of lead underwriter] or may be
established in accordance with Section 11 hereof. The hour and
date of such delivery and payment are herein called the "Closing
Date."
The Bonds shall be delivered to the Underwriters only
in book-entry form through the facilities of The Depository Trust
Company in New York, New York. The certificate for the Bonds
shall be in the form of [one] typewritten global bond in fully
registered form, in the aggregate principal amount of the Bonds,
and registered in the name of Cede & Co., as nominee of The
Depository Trust Company. The Company agrees to make the Bonds
available to the Underwriters for checking not later than
2:30 P.M., New York time, on the last business day preceding the
Closing Date at such place as may be agreed upon between the
Underwriters and the Company, or at such other time and/or date
as may be agreed upon between the Underwriters and the Company.
SECTION 6. Covenants of the Company. The Company
covenants and agrees with the several Underwriters that:
(a) Not later than the Closing Date, the Company will
deliver to the Underwriters a conformed copy of each
Registration Statement in the form that it or the most
recent post-effective amendment thereto became effective,
certified by an officer of the Company to be in such form.
(b) The Company will deliver to the Underwriters as
many copies of the Prospectus (and any amendments or
supplements thereto) as the Underwriters may reasonably
request.
(c) The Company will cause the Prospectus to be filed
with the Commission pursuant to and in compliance with Rule
424(b) and will advise [insert name of lead underwriter]
promptly of the issuance of any stop order under the
Securities Act with respect to the Registration Statements
or the institution of any proceedings therefor of which the
Company shall have received notice. The Company will use
its best efforts to prevent the issuance of any such stop
order and to secure the prompt removal thereof if issued.
(d) During such period of time as the Underwriters are
required by law to deliver a prospectus after this
Underwriting Agreement has become effective, if any event
relating to or affecting the Company, or of which the
Company shall be advised by the Underwriters in writing,
shall occur which in the Company's opinion should be set
forth in a supplement or amendment to the Prospectus in
order to make the Prospectus not misleading in the light of
the circumstances when it is delivered to a purchaser of the
Bonds, the Company will amend or supplement the Prospectus
by either (i) after giving notice to the Underwriters and
their counsel, preparing and filing with the Commission and
furnishing to the Underwriters a reasonable number of copies
of a supplement or supplements or an amendment or amendments
to the Prospectus, or (ii) making an appropriate filing
pursuant to Section 13, 14 or 15(d) of the Exchange Act
which will supplement or amend the Prospectus, so that, as
supplemented or amended, it will not contain any untrue
statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in
the light of the circumstances when the Prospectus is
delivered to a purchaser, not misleading. Unless such event
relates solely to the activities of the Underwriters (in
which case the Underwriters shall assume the expense of
preparing any such supplement or amendment), the expenses of
complying with this Section 6(d) shall be borne by the
Company until the expiration of nine months from the time of
effectiveness of this Underwriting Agreement, and such
expenses shall be borne by the Underwriters thereafter.
(e) The Company will make generally available to its
security holders, as soon as practicable, an earning
statement (which need not be audited) covering a period of
at least twelve months beginning after the "effective date
of the registration statement" within the meaning of Rule
158 under the Securities Act, which earning statement shall
be in such form, and be made generally available to security
holders in such a manner, as to meet the requirements of the
last paragraph of Section 11(a) of the Securities Act and
Rule 158 under the Securities Act.
(f) At any time within six months of the date hereof,
the Company will furnish such proper information as may be
lawfully required, and will otherwise cooperate in
qualifying the Bonds for offer and sale, under the blue sky
laws of such jurisdictions as the Underwriters may
reasonably designate, provided that the Company shall not be
required to qualify as a foreign corporation or dealer in
securities, to file any consents to service of process under
the laws of any jurisdiction, or to meet any other
requirements deemed by the Company to be unduly burdensome.
(g) The Company will, except as herein provided, pay
all fees, expenses and taxes (except transfer taxes) in
connection with (i) the preparation and filing of the
Registration Statements and any post-effective amendments
thereto, (ii) the printing, issuance and delivery of the
Bonds and the preparation, execution, printing and
recordation of the Supplemental Indenture, (iii) legal
counsel relating to the qualification of the Bonds under the
blue sky laws of various jurisdictions in an amount not to
exceed $3,500, (iv) the printing and delivery to the
Underwriters of reasonable quantities of copies of the
Registration Statements, the preliminary (and any
supplemental) blue sky survey, any preliminary prospectus
supplement relating to the Bonds and the Prospectus and any
amendment or supplement thereto, except as otherwise
provided in paragraph (d) of this Section 6, (v) the rating
of the Bonds by one or more nationally recognized
statistical rating agencies and (vi) filings or other
notices (if any) with or to, as the case may be, the
National Association of Securities Dealers, Inc. (the
"NASD") in connection with its review of the terms of the
offering. Except as provided above, the Company shall not
be required to pay any expenses of the Underwriters, except
that, if this Underwriting Agreement shall be terminated in
accordance with the provisions of Section 7, 8 or 12 hereof,
the Company will reimburse the Underwriters for (A) the
reasonable fees and expenses of Counsel for the
Underwriters, whose fees and expenses the Underwriters agree
to pay in any other event, and (B) reasonable out-of-pocket
expenses in an aggregate amount not exceeding $15,000,
incurred in contemplation of the performance of this
Underwriting Agreement. The Company shall not in any event
be liable to the Underwriters for damages on account of loss
of anticipated profits.
(h) The Company will not sell any additional First
Mortgage Bonds without the consent of the Underwriters until
the earlier to occur of (i) the Closing Date and (ii) the
date of the termination of the fixed price offering
restrictions applicable to the Underwriters. The
Underwriters agree to notify the Company of such termination
if it occurs prior to the Closing Date.
(i) As soon as practicable after the Closing Date, the
Company will make all recordings, registrations and filings
necessary to perfect and preserve the lien of the Mortgage
and the rights under the Supplemental Indenture, and the
Company will use its best efforts to cause to be furnished
to the Underwriters a supplemental opinion of counsel for
the Company, addressed to the Underwriters, stating that all
such recordings, registrations and filings have been made.
SECTION 7. Conditions of Underwriters' Obligations.
The obligations of the Underwriters to purchase and pay for the
Bonds shall be subject to the accuracy on the date hereof and on
the Closing Date of the representations and warranties made
herein on the part of the Company and of any certificates
furnished by the Company on the Closing Date and to the following
conditions:
(a) The Prospectus shall have been filed with the
Commission pursuant to Rule 424(b) prior to 5:30 P.M., New
York time, on the second business day following the date of
this Underwriting Agreement, or such other time and date as
may be agreed upon by the Company and the Underwriters.
(b) No stop order suspending the effectiveness of any
of the Registration Statements shall be in effect at or
prior to the Closing Date; no proceedings for such purpose
shall be pending before, or, to the knowledge of the Company
or the Underwriters, threatened by, the Commission on the
Closing Date; and the Underwriters shall have received a
certificate, dated the Closing Date and signed by the
President, a Vice President, the Treasurer or an Assistant
Treasurer of the Company, to the effect that no such stop
order has been or is in effect and that no proceedings for
such purpose are pending before or, to the knowledge of the
Company, threatened by the Commission.
(c) At the Closing Date, there shall have been issued
and there shall be in full force and effect, to the extent
legally required for the issuance and sale of the Bonds, an
order of the Commission under the Public Utility Holding
Company Act of 1935 (the "Holding Company Act") authorizing
the issuance and sale of the Bonds on the terms set forth
in, or contemplated by, this Underwriting Agreement.
(d) At the Closing Date, the Underwriters shall have
received from Laurence M. Hamric, Esq., Associate General
Counsel-Corporate and Securities of Entergy Services, Inc.
and Reid & Priest LLP opinions, dated the Closing Date,
substantially in the forms set forth in Exhibits A and B
hereto, respectively, (i) with such changes therein as may
be agreed upon by the Company and the Underwriters with the
approval of Counsel for the Underwriters, and (ii) if the
Prospectus shall be supplemented after being furnished to
the Underwriters for use in offering the Bonds, with changes
therein to reflect such supplementation.
(e) At the Closing Date, the Underwriters shall have
received from Counsel for the Underwriters an opinion, dated
the Closing Date, substantially in the form set forth in
Exhibit C hereto, with such changes therein as may be
necessary to reflect any supplementation of the Prospectus
prior to the Closing Date.
(f) On or prior to the effective date of this
Underwriting Agreement, the Underwriters shall have received
from Coopers & Lybrand L.L.P., the Company's independent
certified public accountants (the "Accountants"), a letter
dated the date hereof and addressed to the Underwriters to
the effect that (i) they are independent certified public
accountants with respect to the Company within the meaning
of the Securities Act and the applicable published rules and
regulations thereunder; (ii) in their opinion, the financial
statements and financial statement schedules examined by
them and included or incorporated by reference in the
Prospectus comply as to form in all material respects with
the applicable accounting requirements of the Securities Act
and the Exchange Act and the applicable published rules and
regulations thereunder; (iii) on the basis of performing the
procedures specified by the American Institute of Certified
Public Accountants for a review of interim financial
information as described in SAS No. 71, Interim Financial
Information, on the latest unaudited financial statements,
if any, included or incorporated by reference in the
Prospectus, a reading of the latest available interim
unaudited financial statements of the Company, the minutes
of the meetings of the Board of Directors of the Company,
the Executive Committee thereof, if any, and the stockholder
of the Company, since December 31, 1997 to a specified date
not more than five days prior to the date of such letter,
and inquiries of officers of the Company who have
responsibility for financial and accounting matters (it
being understood that the foregoing procedures do not
constitute an examination made in accordance with generally
accepted auditing standards and they would not necessarily
reveal matters of significance with respect to the comments
made in such letter and, accordingly, that the Accountants
make no representations as to the sufficiency of such
procedures for the purposes of the Underwriters), nothing
has come to their attention which caused them to believe
that, to the extent applicable, (A) the unaudited financial
statements of the Company (if any) included or incorporated
by reference in the Prospectus do not comply as to form in
all material respects with the applicable accounting
requirements of the Securities Act and the Exchange Act and
the related published rules and regulations thereunder; (B)
any material modifications should be made to said unaudited
financial statements for them to be in conformity with
generally accepted accounting principles; and (C) at a
specified date not more than five days prior to the date of
the letter, there was any change in the capital stock or
long-term debt of the Company, or decrease in its net
assets, in each case as compared with amounts shown in the
most recent balance sheet incorporated by reference in the
Prospectus, except in all instances for changes or decreases
which the Prospectus discloses have occurred or may occur,
for declarations of dividends, for the repayment or
redemption of long-term debt, for the amortization of
premium or discount on long-term debt, for the redemption or
purchase of preferred stock for sinking fund purposes, for
any increases in long-term debt in respect of previously
issued pollution control, solid waste disposal or industrial
development revenue bonds, or for changes or decreases as
set forth in such letter, identifying the same and
specifying the amount thereof; and (iv) stating that they
have compared specific dollar amounts, percentages of
revenues and earnings and other financial information
pertaining to the Company (x) set forth in the Prospectus,
and (y) set forth in documents filed by the Company pursuant
to Section 13, 14 or 15(d) of the Exchange Act as specified
in Exhibit E hereto, in each case, to the extent that such
amounts, numbers, percentages and information may be derived
from the general accounting records of the Company, and
excluding any questions requiring an interpretation by legal
counsel, with the results obtained from the application of
specified readings, inquiries and other appropriate
procedures (which procedures do not constitute an
examination in accordance with generally accepted auditing
standards) set forth in the letter, and found them to be in
agreement.
(g) At the Closing Date, the Underwriters shall have
received a certificate, dated the Closing Date and signed by
the President, a Vice President, the Treasurer or an
Assistant Treasurer of the Company, to the effect that (i)
the representations and warranties of the Company contained
herein are true and correct, (ii) the Company has performed
and complied with all agreements and conditions in this
Underwriting Agreement to be performed or complied with by
the Company at or prior to the Closing Date and (iii) since
the most recent date as of which information is given in the
Prospectus, as it may then be amended or supplemented, there
has not been any material adverse change in the business,
property or financial condition of the Company and there has
not been any material transaction entered into by the
Company, other than transactions in the ordinary course of
business, in each case other than as referred to in, or
contemplated by, the Prospectus, as it may then be amended
or supplemented.
(h) At the Closing Date, the Underwriters shall have
received duly executed counterparts of the Supplemental
Indenture.
(i) At the Closing Date, the Underwriters shall have
received from the Accountants a letter, dated the Closing
Date, confirming, as of a date not more than five days prior
to the Closing Date, the statements contained in the letter
delivered pursuant to Section 7(f) hereof.
(j) Between the date hereof and the Closing Date, no
default (or an event which, with the giving of notice or the
passage of time or both, would constitute a default) under
the Mortgage shall have occurred.
(k) Prior to the Closing Date, [insert name of lead
underwriter] shall have received from the Company evidence
reasonably satisfactory to [insert name of lead underwriter]
that the Bonds have received ratings of ____ or better from
Moody's Investors Service, Inc. and ____ or better from
Standard & Poor's Ratings Services.
(l) Between the date hereof and the Closing Date,
neither Moody's Investors Service, Inc. nor Standard &
Poor's Ratings Services shall have lowered its rating of any
of the Company's outstanding First Mortgage Bonds in any
respect.
(m) Between the date hereof and the Closing Date, no
event shall have occurred with respect to or otherwise
affecting the Company, which, in the reasonable opinion of
the Underwriters, materially impairs the investment quality
of the Bonds.
(n) All legal matters in connection with the issuance
and sale of the Bonds shall be satisfactory in form and
substance to Counsel for the Underwriters.
(o) The Company will furnish the Underwriters with
additional conformed copies of such opinions, certificates,
letters and documents as may be reasonably requested.
If any of the conditions specified in this Section 7
shall not have been fulfilled, this Underwriting Agreement may be
terminated by the Underwriters upon notice thereof to the
Company. Any such termination shall be without liability of any
party to any other party, except as otherwise provided in
paragraph (g) of Section 6 and in Section 10.
SECTION 8. Conditions of Company's Obligations. The
obligations of the Company hereunder shall be subject to the
following conditions:
(a) No stop order suspending the effectiveness of any
of the Registration Statements shall be in effect at or
prior to the Closing Date, and no proceedings for that
purpose shall be pending before, or threatened by, the
Commission on the Closing Date.
(b) There shall have been issued and, at the Closing
Date, there shall be in full force and effect an order of
the Commission under the Holding Company Act authorizing the
issuance and sale of the Bonds on the terms set forth in, or
contemplated by, this Underwriting Agreement.
In case any of the conditions specified in this Section
8 shall not have been fulfilled, this Underwriting Agreement may
be terminated by the Company upon notice thereof to [insert name
of lead underwriter]. Any such termination shall be without
liability of any party to any other party, except as otherwise
provided in paragraph (g) of Section 6 and in Section 10.
SECTION 9. Indemnification.
(a) The Company shall indemnify, defend and hold
harmless each Underwriter and each person who controls each
Underwriter within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act from and against any and
all losses, claims, damages or liabilities, joint or several, to
which each Underwriter or any or all of them may become subject
under the Securities Act or any other statute or common law and
shall reimburse each Underwriter and any such controlling person
for any legal or other expenses (including to the extent
hereinafter provided, reasonable counsel fees) incurred by them
in connection with investigating any such losses, claims, damages
or liabilities or in connection with defending any actions,
insofar as such losses, claims, damages, liabilities, expenses or
actions arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in the
Registration Statements, as amended or supplemented, or the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, or upon any untrue statement or alleged
untrue statement of a material fact contained in the Basic
Prospectus (if used prior to the date the Prospectus is filed
with the Commission pursuant to Rule 424(b)), or in the
Prospectus, as each may be amended or supplemented, or the
omission or alleged omission to state therein a material fact
necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading;
provided, however, that the indemnity agreement contained in this
paragraph shall not apply to any such losses, claims, damages,
liabilities, expenses or actions arising out of, or based upon,
any such untrue statement or alleged untrue statement, or any
such omission or alleged omission, if such statement or omission
was made in reliance upon and in conformity with information
furnished herein or in writing to the Company by any Underwriter
specifically for use in connection with the preparation of the
Registration Statements, the Basic Prospectus (if used prior to
the date the Prospectus is filed with the Commission pursuant to
Rule 424(b)) or the Prospectus or any amendment or supplement to
any thereof or arising out of, or based upon, statements in or
omissions from the Statement of Eligibility; and provided
further, that the indemnity agreement contained in this
subsection shall not inure to the benefit of any Underwriter or
to the benefit of any person controlling any Underwriter on
account of any such losses, claims, damages, liabilities,
expenses or actions arising from the sale of the Bonds to any
person in respect of the Basic Prospectus or the Prospectus as
supplemented or amended, furnished by any Underwriter to a person
to whom any of the Bonds were sold (excluding in both cases,
however, any document then incorporated or deemed incorporated by
reference therein), insofar as such indemnity relates to any
untrue or misleading statement or omission made in the Basic
Prospectus or the Prospectus but eliminated or remedied prior to
the consummation of such sale in the Prospectus, or any amendment
or supplement thereto, furnished on a timely basis by the Company
to the Underwriters pursuant to Section 6(d) hereof,
respectively, unless a copy of the Prospectus (in the case of
such a statement or omission made in the Basic Prospectus) or
such amendment or supplement (in the case of such a statement or
omission made in the Prospectus) (excluding, however, any
amendment or supplement to the Basic Prospectus relating to any
First Mortgage Bonds other than the Bonds and any document then
incorporated or deemed incorporated by reference in the
Prospectus or such amendment or supplement) is furnished by such
Underwriter to such person (i) with or prior to the written
confirmation of the sale involved or (ii) as soon as available
after such written confirmation (if it is made available to the
Underwriters prior to settlement of such sale).
(b) Each Underwriter shall indemnify, defend and hold
harmless the Company, its directors and officers and each person
who controls the foregoing within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act, from and
against any and all losses, claims, damages or liabilities, joint
or several, to which they or any of them may become subject under
the Securities Act or any other statute or common law and shall
reimburse each of them for any legal or other expenses
(including, to the extent hereinafter provided, reasonable
counsel fees) incurred by them in connection with investigating
any such losses, claims, damages or liabilities or in connection
with defending any action, insofar as such losses, claims,
damages, liabilities, expenses or actions arise out of or are
based upon an untrue statement or alleged untrue statement of a
material fact contained in the Registration Statements, as
amended or supplemented, or the omission or alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or upon
any untrue statement or alleged untrue statement of a material
fact contained in the Basic Prospectus (if used prior to the date
the Prospectus is filed with the Commission pursuant to Rule
424(b)), or in the Prospectus, as amended or supplemented, or the
omission or alleged omission to state therein a material fact
necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading,
in each case, if, but only if, such statement or omission was
made in reliance upon and in conformity with information
furnished herein or in writing to the Company by any Underwriter
specifically for use in connection with the preparation of the
Registration Statements, the Basic Prospectus (if used prior to
the date the Prospectus is filed with the Commission pursuant to
Rule 424(b)) or the Prospectus, or any amendment or supplement
thereto.
(c) In case any action shall be brought, based upon
the Registration Statements, the Basic Prospectus or the
Prospectus (including amendments or supplements thereto), against
any party in respect of which indemnity may be sought pursuant to
any of the preceding paragraphs, such party (hereinafter called
the indemnified party) shall promptly notify the party or parties
against whom indemnity shall be sought hereunder (hereinafter
called the indemnifying party) in writing, and the indemnifying
party shall have the right to participate at its own expense in
the defense or, if it so elects, to assume (in conjunction with
any other indemnifying party) the defense thereof, including the
employment of counsel reasonably satisfactory to the indemnified
party and the payment of all fees and expenses. If the
indemnifying party shall elect not to assume the defense of any
such action, the indemnifying party shall reimburse the
indemnified party for the reasonable fees and expenses of any
counsel retained by such indemnified party. Such indemnified
party shall have the right to employ separate counsel in any such
action in which the defense has been assumed by the indemnifying
party and participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such
indemnified party unless (i) the employment of counsel has been
specifically authorized by the indemnifying party or (ii) the
named parties to any such action (including any impleaded
parties) include each of such indemnified party and the
indemnifying party and such indemnified party shall have been
advised by such counsel that a conflict of interest between the
indemnifying party and such indemnified party may arise and for
this reason it is not desirable for the same counsel to represent
both the indemnifying party and the indemnified party (it being
understood, however, that the indemnifying party shall not, in
connection with any one such action or separate but substantially
similar or related actions in the same jurisdiction arising out
of the same general allegations or circumstances, be liable for
the reasonable fees and expenses of more than one separate firm
of attorneys for such indemnified party (plus any local counsel
retained by such indemnified party in its reasonable judgment).
The indemnified party shall be reimbursed for all such fees and
expenses as they are incurred. The indemnifying party shall not
be liable for any settlement of any such action effected without
its consent, but if any such action is settled with the consent
of the indemnifying party or if there be a final judgment for the
plaintiff in any such action, the indemnifying party agrees to
indemnify and hold harmless the indemnified party from and
against any loss or liability by reason of such settlement or
judgment. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any
pending or threatened action, suit or proceeding in respect of
which any indemnified party is or could have been a party and
indemnity has or could have been sought hereunder by such
indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all
liability on claims that are the subject matter of such action,
suit or proceeding.
(d) If the indemnification provided for under
subsections (a), (b) or (c) in this Section 9 is unavailable to
an indemnified party in respect of any losses, claims, damages or
liabilities referred to therein, then each indemnifying party, in
lieu of indemnifying such indemnified party, shall contribute to
the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits
received by the Company and the Underwriters from the offering of
the Bonds or (ii) if the allocation provided by clause (i) above
is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to
in clause (i) above but also the relative fault of the Company on
the one hand and of the Underwriters on the other in connection
with the statements or omissions which resulted in such losses,
claims, damages or liabilities, as well as any other relevant
equitable considerations. The relative benefits received by the
Company on the one hand and the Underwriters on the other shall
be deemed to be in the same proportion as the total proceeds from
the offering (after deducting underwriting discounts and
commissions but before deducting expenses) to the Company bear to
the total underwriting discounts and commissions received by the
Underwriters, in each case as set forth in the table on the cover
page of the Prospectus. The relative fault of the Company on the
one hand and of the Underwriters on the other shall be determined
by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information
supplied by the Company or by any of the Underwriters and such
parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
The Company and the Underwriters agree that it would
not be just and equitable if contribution pursuant to this
Section 9(d) were determined by pro rata allocation or by any
other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable to an indemnified party as
a result of the losses, claims, damages and liabilities referred
to in the immediately preceding paragraph shall be deemed to
include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or
claim. Notwithstanding the provisions of this Section 9(d), no
Underwriters shall be required to contribute any amount in excess
of the amount by which the total price at which the Bonds
underwritten by it and distributed to the public were offered to
the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall
be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. The Underwriters' obligations
to contribute pursuant to this Section 9(d) are several in
proportion to their respective underwriting obligations and not
joint.
SECTION 10. Survival of Certain Representations and
Obligations. Any other provision of this Underwriting Agreement
to the contrary notwithstanding, (a) the indemnity and
contribution agreements contained in Section 9 of, and the
representations and warranties and other agreements of the
Company contained in, this Underwriting Agreement shall remain
operative and in full force and effect regardless of (i) any
investigation made by or on behalf of any Underwriter or by or on
behalf of the Company or its directors or officers, or any of the
other persons referred to in Section 9 hereof and (ii) acceptance
of and payment for the Bonds and (b) the indemnity and
contribution agreements contained in Section 9 shall remain
operative and in full force and effect regardless of any
termination of this Underwriting Agreement.
SECTION 11. Default of Underwriters. If any
Underwriter shall fail or refuse (otherwise than for some reason
sufficient to justify, in accordance with the terms hereof, the
cancellation or termination of its obligations hereunder) to
purchase and pay for the principal amount of Bonds that it has
agreed to purchase and pay for hereunder, and the aggregate
principal amount of Bonds that such defaulting Underwriter agreed
but failed or refused to purchase is not more than one-tenth of
the aggregate principal amount of the Bonds, the other
Underwriters shall be obligated to purchase the Bonds that such
defaulting Underwriter agreed but failed or refused to purchase;
provided that in no event shall the principal amount of Bonds
that such Underwriter has agreed to purchase pursuant to Schedule
I hereof be increased pursuant to this Section 11 by an amount in
excess of one-ninth of such principal amount of Bonds without
written consent of such Underwriter. If such Underwriter shall
fail or refuse to purchase Bonds and the aggregate principal
amount of Bonds with respect to which such default occurs is more
than one-tenth of the aggregate principal amount of the Bonds,
the Company shall have the right (a) to require the non-
defaulting Underwriters to purchase and pay for the respective
principal amount of Bonds that they had severally agreed to
purchase hereunder, and, in addition, the principal amount of
Bonds that the defaulting Underwriter shall have so failed to
purchase up to a principal amount thereof equal to one-ninth of
the respective principal amount of Bonds that such non-defaulting
Underwriters have otherwise agreed to purchase hereunder, and/or
(b) to procure one or more other members of the NASD (or, if not
members of the NASD, who are foreign banks, dealers or
institutions not registered under the Exchange Act and who agree
in making sales to comply with the NASD's Rules of Fair
Practice), to purchase, upon the terms herein set forth, the
principal amount of Bonds that such defaulting Underwriter had
agreed to purchase, or that portion thereof that the remaining
Underwriters shall not be obligated to purchase pursuant to the
foregoing clause (a). In the event the Company shall exercise
its rights under clause (a) and/or (b) above, the Company shall
give written notice thereof to the Underwriters within 24 hours
(excluding any Saturday, Sunday, or legal holiday) of the time
when the Company learns of the failure or refusal of any
Underwriter to purchase and pay for its respective principal
amount of Bonds, and thereupon the Closing Date shall be
postponed for such period, not exceeding three business days, as
the Company shall determine. In the event the Company shall be
entitled to but shall not elect (within the time period specified
above) to exercise its rights under clause (a) and/or (b), the
Company shall be deemed to have elected to terminate this
Underwriting Agreement. In the absence of such election by the
Company, this Underwriting Agreement will, unless otherwise
agreed by the Company and the non-defaulting Underwriters,
terminate without liability on the part of any non-defaulting
party except as otherwise provided in paragraph (g) of Section 6
and in Section 10. Any action taken under this paragraph shall
not relieve any defaulting Underwriter from liability in respect
of its default under this Underwriting Agreement.
SECTION 12. Termination. This Underwriting Agreement
shall be subject to termination by notice given by written notice
from [insert name of lead underwriter] to the Company, if (a)
after the execution and delivery of this Underwriting Agreement
and prior to the Closing Date (i) trading generally shall have
been suspended on the New York Stock Exchange by The New York
Stock Exchange, Inc., the Commission or other governmental
authority, (ii) minimum or maximum ranges for prices shall have
been generally established on the New York Stock Exchange by The
New York Stock Exchange, Inc., the Commission or other
governmental authority, (iii) a general moratorium on commercial
banking activities in New York shall have been declared by either
Federal or New York State authorities, or (iv) there shall have
occurred any material outbreak or escalation of hostilities or
any calamity or crisis that, in the judgment of [insert name of
lead underwriter], is material and adverse and (b) in the case of
any of the events specified in clauses (a)(i) through (iv), such
event singly or together with any other such event makes it, in
the reasonable judgment of [insert name of lead underwriter],
impracticable to market the Bonds. This Underwriting Agreement
shall also be subject to termination, upon notice by [insert name
of lead underwriter] as provided above, if, in the judgment of
[insert name of lead underwriter], the subject matter of any
amendment or supplement (prepared by the Company) to the
Prospectus (except for information relating solely to the manner
of public offering of the Bonds or to the activity of the
Underwriters or to the terms of any series of First Mortgage
Bonds not included in the Bonds) filed or issued after the
effectiveness of this Underwriting Agreement by the Company shall
have materially impaired the marketability of the Bonds. Any
termination hereof, pursuant to this Section 12, shall be without
liability of any party to any other party, except as otherwise
provided in paragraph (g) of Section 6 and in Section 10.
SECTION 13. Miscellaneous. THE RIGHTS AND DUTIES OF
THE PARTIES TO THIS UNDERWRITING AGREEMENT SHALL, PURSUANT TO NEW
YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY THE
LAW OF THE STATE OF NEW YORK. This Underwriting Agreement shall
become effective when a fully executed copy thereof is delivered
to the Company and to [insert name of lead underwriter]. This
Underwriting Agreement may be executed in any number of separate
counterparts, each of which, when so executed and delivered,
shall be deemed to be an original and all of which, taken
together, shall constitute but one and the same agreement. This
Underwriting Agreement shall inure to the benefit of each of the
Company, the Underwriters and, with respect to the provisions of
Section 9, each director, officer and other persons referred to
in Section 9, and their respective successors. Should any part
of this Underwriting Agreement for any reason be declared
invalid, such declaration shall not affect the validity of any
remaining portion, which remaining portion shall remain in full
force and effect as if this Underwriting Agreement had been
executed with the invalid portion thereof eliminated. Nothing
herein is intended or shall be construed to give to any other
person, firm or corporation any legal or equitable right, remedy
or claim under or in respect of any provision in this
Underwriting Agreement. The term "successor" as used in this
Underwriting Agreement shall not include any purchaser, as such
purchaser, of any Bonds from the Underwriters.
SECTION 14. Notices. All communications hereunder
shall be in writing and, if to the Underwriters, shall be mailed
or delivered to [insert name of lead underwriter] at the address
set forth at the beginning of this Underwriting Agreement to the
attention of its General Counsel or, if to the Company, shall be
mailed or delivered to it at 639 Loyola Avenue, New Orleans,
Louisiana 70113, Attention: Treasurer, or, if to Entergy
Services, Inc., shall be mailed or delivered to it at 639 Loyola
Avenue, New Orleans, Louisiana 70113, Attention: Treasurer.
Very truly yours,
Entergy Gulf States, Inc.
By:____________________________
Name:
Title:
Accepted as of the date first above written:
[Names of Underwriters]
By: [Lead Underwriter]
By: ____________________________
Name:
Title:
EXHIBIT 5(a)
New Orleans, Louisiana
August 7, 1998
Entergy Gulf States, Inc.
639 Loyola Avenue
New Orleans, Louisiana 70113
Ladies and Gentlemen:
I refer to the Registration Statement on Form S-3,
including the exhibits thereto, which Entergy Gulf States, Inc.
(the "Company") proposes to file with the Securities and Exchange
Commission (the "Commission") on or shortly after the date
hereof, for the registration under the Securities Act of 1933, as
amended (the "Securities Act"), of $290,000,000 in aggregate
principal amount of its First Mortgage Bonds (the "Bonds") to be
issued in one or more new series, and for the qualification under
the Trust Indenture Act of 1939, as amended (the "Trust Indenture
Act"), of the Company's Indenture of Mortgage, dated as September
1, 1926, as heretofore supplemented and modified and as proposed
to be further supplemented, under which the Bonds are to be
issued (the "Mortgage"). I advise you that in my opinion:
(1) The Company is a corporation duly organized and
validly existing under the laws of the State of Texas.
(2) All action necessary to make valid and legal the
proposed issuance and sale by the Company of the Bonds will
have been taken when:
(a) the Company's said Registration
Statement on Form S-3, as it may be amended, shall have
become effective in accordance with the applicable
provisions of the Securities Act, and a supplement or
supplements to the prospectus specifying certain
details with respect to the offering or offerings of
the Bonds shall have been filed with the Commission,
and the Mortgage shall have been qualified under the
Trust Indenture Act;
(b) an appropriate order or orders
shall have been issued by the Commission under the
Public Utility Holding Company Act of 1935, as amended,
with respect to the related Application-Declaration on
Form U-1 (File No. 70-8721), as amended and as it may
be further amended, authorizing the issuance and sale
of the Bonds;
(c) appropriate action shall have been
taken by the Board of Directors of the Company and/or
by the Executive Committee thereof for the purpose of
authorizing the consummation of the issuance and sale
of the Bonds;
(d) any proposed supplemental indenture
relating to the Bonds being issued, supplemental to the
Mortgage, shall have been duly executed and delivered;
and
(e) the Bonds shall have been issued
and delivered for the consideration contemplated by,
and otherwise in conformity with, the acts, proceedings
and documents referred to above.
(3) When the foregoing steps shall have been taken,
the Bonds will have been legally issued and will be valid
and binding obligations of the Company enforceable in
accordance with their terms, except as limited by
bankruptcy, insolvency, reorganization or other laws
affecting the enforcement of mortgagees' and other
creditors' rights.
This opinion does not pass upon the matter of
compliance with "blue sky" laws or similar laws relating to the
sale or distribution of the Bonds by underwriters.
I am a member of the bars of the States of Louisiana,
Texas and Commonwealth of Virginia and do not hold myself out as
an expert on the laws of any other jurisdiction. As to all
matters of New York law, I have relied, with your approval, upon
the opinion of even date herewith addressed to you by Thelen Reid
& Priest LLP of New York, New York.
I hereby consent to the use of this opinion as an
exhibit to the Company's Registration Statement on Form S-3 and
consent to such references to our firm as may be made in the
Registration Statement and in the Prospectus constituting a part
thereof.
Very truly yours,
/s/ Laurence M. Hamric
Laurence M. Hamric
EXHIBIT 5(b)
New York, New York
August 7, 1998
Entergy Gulf States, Inc.
639 Loyola Avenue
New Orleans, Louisiana 70113
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-3,
including the exhibits thereto, which Entergy Gulf States, Inc.
(the "Company") proposes to file with the Securities and Exchange
Commission (the "Commission") on or shortly after the date
hereof, for the registration under the Securities Act of 1933, as
amended (the "Securities Act"), of $290,000,000 in aggregate
principal amount of its First Mortgage Bonds (the "Bonds") to be
issued in one or more new series, and for the qualification under
the Trust Indenture Act of 1939, as amended (the "Trust Indenture
Act"), of the Company's Indenture of Mortgage, dated as September
1, 1926, as heretofore supplemented and modified and as proposed
to be further supplemented, under which the Bonds are to be
issued (the "Mortgage"). We advise you that in our opinion:
(1) The Company is a corporation duly organized and
validly existing under the laws of the State of Texas.
(2) All action necessary to make valid and legal the
proposed issuance and sale by the Company of the Bonds will
have been taken when:
(a) the Company's said Registration
Statement on Form S-3, as it may be amended, shall have
become effective in accordance with the applicable
provisions of the Securities Act, and a supplement or
supplements to the prospectus specifying certain
details with respect to the offering or offerings of
the Bonds shall have been filed with the Commission,
and the Mortgage shall have been qualified under the
Trust Indenture Act;
(b) an appropriate order or orders
shall have been issued by the Commission under the
Public Utility Holding Company Act of 1935, as amended,
with respect to the related Application-Declaration on
Form U-1 (File No. 70-8721), as amended and as it may
be further amended, authorizing the issuance and sale
of the Bonds;
(c) appropriate action shall have been
taken by the Board of Directors of the Company and/or
by the Executive Committee thereof for the purpose of
authorizing the consummation of the issuance and sale
of the Bonds;
(d) any proposed supplemental indenture
relating to the Bonds being issued, supplemental to the
Mortgage, shall have been duly executed and delivered;
and
(e) the Bonds shall have been issued
and delivered for the consideration contemplated by,
and otherwise in conformity with, the acts, proceedings
and documents referred to above.
(3) When the foregoing steps shall have been taken,
the Bonds will have been legally issued and will be valid
and binding obligations of the Company enforceable in
accordance with their terms, except as limited by
bankruptcy, insolvency, reorganization or other laws
affecting the enforcement of mortgagees' and other
creditors' rights.
This opinion does not pass upon the matter of
compliance with "blue sky" laws or similar laws relating to the
sale or distribution of the Bonds by underwriters.
We are members of the New York Bar and do not hold
ourselves out as experts on the laws of any other state. As to
all matters of Texas and Louisiana law, we have relied upon an
opinion of even date herewith addressed to you by Laurence M.
Hamric, Associate General Counsel - Corporate and Securities of
Entergy Services, Inc.
We hereby consent to the use of this opinion as an
exhibit to the Company's Registration Statement on Form S-3 and
consent to such references to our firm as may be made in the
Registration Statement and in the Prospectus constituting a part
thereof.
Very truly yours,
/s/ Thelen Reid & Priest LLP
THELEN REID & PRIEST LLP
Exhibit 25.01
____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
___________________________________________
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
________________________________________
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
____________________________________________
Entergy Gulf States, Inc.
(Exact name of obligor as specified in its charter)
Texas 74-0662730
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
350 Pine Street
Beaumont, TX 77701
(Address of principal executive offices) (Zip Code)
First Mortgage Bonds
(Title of the indenture securities)
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising
authority to which it is subject.
New York State Banking Department, State House,
Albany, New York 12110.
Board of Governors of the Federal Reserve System,
Washington, D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33
Liberty Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington,
D.C., 20429.
(b) Whether it is authorized to exercise corporate trust
powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe
each such affiliation.
None.
<PAGE>
Item 16. List of Exhibits
List below all exhibits filed as a part of this
Statement of Eligibility.
1. A copy of the Articles of Association of the
Trustee as now in effect, including the Organization
Certificate and the Certificates of Amendment dated February
17, 1969, August 31, 1977, December 31, 1980, September 9,
1982, February 28, 1985, December 2, 1991 and July 10, 1996
(see Exhibit 1 to Form T-1 filed in connection with
Registration Statement No. 333-06249, which is incorporated
by reference).
2. A copy of the Certificate of Authority of the
Trustee to Commence Business (see Exhibit 2 to Form T-1
filed in connection with Registration Statement No. 33-
50010, which is incorporated by reference. On July 14,
1996, in connection with the merger of Chemical Bank and The
Chase Manhattan Bank (National Association), Chemical Bank,
the surviving corporation, was renamed The Chase Manhattan
Bank).
3. None, authorization to exercise corporate trust
powers being contained in the documents identified above as
Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see
Exhibit 4 to Form T-1 filed in connection with Registration
Statement No. 333-06249, which is incorporated by
reference).
5. Not applicable.
6. The consent of the Trustee required by Section
321(b) of the Act (see Exhibit 6 to Form T-1 filed in
connection with Registration Statement No. 33-50010, which
is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase
Manhattan Bank (National Association), Chemical Bank, the
surviving corporation, was renamed The Chase Manhattan
Bank).
7. A copy of the latest report of condition of the
Trustee, published pursuant to law or the requirements of
its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act
of 1939 the Trustee, The Chase Manhattan Bank, a corporation
organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be
signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York and State of New
York, on the 14th day of July, 1998.
THE CHASE MANHATTAN BANK
By /s/ W.B. Dodge
/s/ W.B. Dodge
Vice President
<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business March 31, 1998, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS in Millions
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin................................. $ 12,037
Interest-bearing balances ........................ 4,054
Securities:
Held to maturity securities......................... 2,340
Available for sale securities....................... 50,134
Federal funds sold and securities purchased under
agreements to resell ............................. 24,982
Loans and lease financing receivables:
Loans and leases, net of unearned income $127,958
Less: Allowance for loan and lease losses 2,797
Less: Allocated transfer risk reserve 0
Loans and leases, net of unearned income,
allowance, and reserve............................ 125,161
Trading Assets...................................... 61,820
Premises and fixed assets (including capitalized
leases)............................................. 2,961
Other real estate owned ............................ 347
Investments in unconsolidated subsidiaries and
associated companies.............................. 242
Customers' liability to this bank on acceptances
outstanding....................................... 1,380
Intangible assets .................................. 1,549
Other assets ....................................... 11,727
TOTAL ASSETS........................................ $298,734
=========
- 4 -
<PAGE>
LIABILITIES
Deposits
In domestic offices .............................. $96,682
Noninterest-bearing ......................$38,074
Interest-bearing ......................... 58,608
In foreign offices, Edge and Agreement,
subsidiaries and IBF's............................ 72,630
Noninterest-bearing.......................$ 3,289
Interest-bearing.......................... 69,341
Federal funds purchased and securities sold under
agreements to repurchase............................ 42,735
Demand notes issued to the U.S. Treasury............ 872
Trading liabilities................................. 45,545
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less .... 4,454
With a remaining maturity of more than one year
through three years........................ 231
With a remaining maturity of more than three
years........................................... 106
Bank's liability on acceptances executed and outstanding 1,380
Subordinated notes and debentures................... 5,708
Other liabilities .................................. 11,295
TOTAL LIABILITIES .................................. 281,638
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock ....................................... 1,211
Surplus (exclude all surplus related to
preferred stock).................................. 10,291
Undivided profits and capital reserves.............. 5,579
Net unrealized holding gains (losses)
on available-for-sale securities ................... (1)
Cumulative foreign currency translation adjustments. 16
TOTAL EQUITY CAPITAL................................ 17,096
________
TOTAL LIABILITIES AND EQUITY CAPITAL ............... $298,734
========
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued
by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR. )
-5-
