File No. 70-9751
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
Pre-Effective Amendment No. 1
to the
Form U-l
___________________________________
APPLICATION-DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
___________________________________
Entergy Gulf States, Inc.
350 Pine Street
Beaumont, TX 77701
(Name of company filing this statement and address
of principal executive offices)
___________________________________
Entergy Corporation
(Name of top registered holding company parent of each
applicant or declarant)
___________________________________
Joseph F. Domino Steven C. McNeal
President and Chief Executive Officer Vice President and Treasurer
Entergy Gulf States, Inc. Entergy Services, Inc.
350 Pine Street 639 Loyola Avenue
Beaumont, TX 77701 New Orleans, LA 70113
(Names and addresses of agents for service)
___________________________________
The Commission is also requested to send copies of any
communications in connection with this matter to:
Denise C. Redmann John Hood, Esq.
Senior Counsel - Corporate & Securities Thelen Reid & Priest LLP
Entergy Services, Inc. 40 West 57th Street
639 Loyola Avenue New York, NY 10019
New Orleans, LA 70113
The Commission is also requested to send copies of any
communications in connection with this matter to:
Benny Hughes, Esq.
Orgain, Bell & Tucker, LLP
470 Orleans Street
P. O. Box 1751
Beaumont, TX 77704
The Application/Declaration is hereby amended in its entirety and
restated to read as follows:
Item 1. Description of Proposed Transactions
Section A. Overview
Entergy Gulf States, Inc., a Texas corporation
("Company"), which is a wholly-owned subsidiary of Entergy
Corporation ("Entergy"), a registered holding company under
the Public Utility Holding Company Act of 1935, as amended
("Holding Company Act"), proposes, from time to time through
December 31, 2005, to issue and sell or arrange for the
issuance and sale, in each case, through negotiated public
offering or competitive bidding, of securities of the types
set forth below having an aggregate value (calculated by
principal amount in the case of debt and par value or
initial offering price in the case of securities other than
debt) not to exceed $ 2.2 billion: (A) one or more new
series of the Company's First Mortgage Bonds ("Bonds")
and/or one or more new sub-series of the Medium Term Note
Series of its First Mortgage Bonds ("MTNs"), including the
possible purchasing of insurance as collateral security for
such Bonds and/or MTNs and/or (B) one or more series of the
Company's debentures ("Debentures"), including the possible
purchasing of insurance as collateral security for such
Debentures, and/or (C) one or more series of preferred
securities of special purpose subsidiaries ("Entity
Interests") and/or one or more new series of the Company's
Preferred Stock, Cumulative, $100 Par Value and/or Preferred
Stock, Cumulative, without par value ("Preferred") and/or
one or more series of the Company's Preference Stock,
Cumulative, without par value ("Preference"), and/or (D) tax-
exempt bonds ("Tax-Exempt Bonds") in one or more series for
the financing of certain pollution control facilities,
including but not limited to sewage and/or solid waste
disposal facilities that have not heretofore been the
subject of such financing, or for the refinancing of
outstanding Tax-Exempt Bonds issued for that purpose,
including the possible issuance and pledge of one or more
new series of Bonds and/or MTNs ("Collateral Securities"),
and/or the purchasing of letters of credit and/or insurance
as collateral security for such Tax-Exempt Bonds (the
financings contemplated in (A) through (D) above being
hereinafter collectively referred to as "New Financing
Plan"). These proposed transactions are discussed in detail
below.
Section B. Issuance and Sale of the Bonds and MTNs
1. The new series of Bonds will be issued under the
Company's Indenture of Mortgage, dated as of September 1,
1926 (the "Indenture"), to Chase National Bank of the City
of New York, as Trustee, to which The Chase Manhattan Bank
(formerly Chemical Bank) is successor Trustee (the
"Trustee"), as heretofore amended and supplemented by fifty-
nine Supplemental Indentures (each, a "Supplemental
Supplemental Indenture") and as may be supplemented by
additional Supplemental Indentures (the Indenture as so
amended and supplemented and as to be so amended and
supplemented being hereinafter referred to as the
"Mortgage"), each relating to one or more new series of
Bonds. The Bonds would be issued on the basis of available
net property additions and/or previously retired First
Mortgage Bonds, as permitted by the Mortgage.
2. The terms of the Fifty-seventh Supplemental Indenture,
dated as of August 1, 1993, provide for a series of First
Mortgage Bonds entitled "First Mortgage Bonds, Medium Term
Note Series" (the "MTN Series"). The MTNs will be issued as
sub-series of the MTN Series. The Bonds of the MTN Series
are equally secured with other First Mortgage Bonds
heretofore or hereafter issued under the Mortgage, except
insofar as any sinking fund and/or improvement fund or other
fund established in accordance with the provisions of the
Mortgage may afford additional security for the Bonds of any
additional series or, if applicable, sub-series of the MTN
Series. The issuance of MTNs could be advantageous to the
Company for the following reasons: (a) interest rates may be
lower on MTNs than on Bonds because MTNs can be offered on a
continuing basis, insuring that supply does not exceed
investor demand at any given time; (b) MTNs provide
flexibility in structuring the principal amount, maturity
and other terms of each issuance to match the Company's
financing needs and investors' investment requirements; and
(c) the ability to price and issue MTNs quickly may enable
the Company to take advantage of market opportunities as
they arise.
3. Each new series of Bonds or sub-series of MTNs will be
sold at such price, bear interest at such rate or rates, and
mature on such date or dates as shall have been determined
at or before the time of sale. No series of Bonds or sub-
series of MTNs will be issued at rates in excess of 15% per
annum. The price, exclusive of accrued interest, to be paid
to the Company for each new series of Bonds or new sub-
series of MTNs to be sold at competitive bidding will be
within a range (to be specified by the Company to
prospective purchasers) of 95% to 105% of the principal
amount thereof. Each series of Bonds or sub-series of MTNs
will mature not later than fifty years from the first day of
the month of issuance.
4. As to series of Bonds or sub-series of MTNs having an
adjustable interest rate, the initial interest rate will be
determined by the Company (in certain cases on the basis of
discussions with underwriters or the purchasers thereof)
and will not exceed 15% per annum. Thereafter, the interest
rate on such Bonds or MTNs ("Floating Rate Bonds") will be
adjusted according to a pre-established formula or method of
determination or will be that rate which, when set, would be
sufficient to remarket the Bonds of such series or MTNs of
such sub-series ("Remarketed Bonds") at a price equal to
100% of their principal amount.
5. The interest rate for Floating Rate Bonds after the
initial interest rate period may be set as a percentage of,
or as a specified spread from, a benchmark rate such as the
London Interbank Offered Rate ("LIBOR") or the yield to
maturity of specified United States Treasury securities
("Treasury Rate"), or may be established by reference to
orders received in an auction procedure. Such interest rate
may be adjusted at established intervals or may be adjusted
simultaneously with changes in the designated benchmark
rate.
6. The interest rate for Remarketed Bonds after the
initial interest rate period will not exceed 15% per annum.
7. Resolution of the Company's Board of Directors creating
any sub-series of MTNs may provide that holders thereof
would have the right to, or be required to, tender their
Bonds or MTNs at a price equal to the principal amount
thereof, plus any accrued and unpaid interest thereon, on
dates specified in or established in accordance with the
applicable Supplemental Indenture. A Tender Agent may be
appointed to facilitate the tender of such Bonds or MTNs by
holders. Any holder wishing to have such Bonds or MTNs
purchased may be required to deliver the same during a
specified period of time preceding such purchase date to the
Tender Agent, if one shall have been appointed, or to the
Remarketing Agent appointed to reoffer such tendered Bonds
or MTNs for sale.
8. The Company will be obligated to pay amounts equal to
the amounts to be paid to the Remarketing Agent or the
Tender Agent for the purchase of Bonds or MTNs so tendered,
such amounts to be paid by the Company on the dates such
payments by the Remarketing Agent or the Tender Agent are to
be made, reduced by the amount of any other moneys available
therefor, including the proceeds of the sale of such
tendered Bonds or MTNs by the Remarketing Agent. Upon the
delivery of such Bonds or MTNs by holders to the Remarketing
Agent or the Tender Agent for purchase, the Remarketing
Agent will use its best efforts to sell such Bonds or MTNs
at a price equal to 100% of the principal amount thereof.
9. The new series of Bonds or sub-series of MTNs may
include provisions (a) for redemption prior to maturity at
redemption prices equal to certain percentages of the
principal amount thereof, (b) restricting optional
redemption for a period of years or for the life of the
issue, and (c) for the retirement of all or varying
percentages of such series or sub-series prior to maturity,
or for redemption at the option of the Company or holders
thereof on specified dates at redemption prices equal to the
principal amount thereof together with accrued interest to
the date fixed for redemption and, in the case of redemption
at the option of the Company, a premium thereon equal to a
percentage of the principal amount of the particular series
or sub-series being redeemed.
10. The new series of Bonds or sub-series of MTNs may
be subject to sinking fund provisions.
11. In connection with the issuance of each new series
of Bonds or MTNs, the Company may create in the related
supplemental indenture a dividend covenant relating to its
payment of common stock dividends.
12. In order to obtain a more favorable rating on one or
more series of Bonds, MTNs and/or Debentures and improve the
marketability thereof, the Company may provide an insurance
policy for the payment of the principal of and/or interest
and/or premium on one or more series of Bonds, MTNs and/or
Debentures. Premiums on such insurance policies will not
exceed premiums generally obtainable at the time of entering
into the insurance arrangements by companies of comparable
credit quality on insurance policies having comparable
terms.
13. Reference is made to Exhibits A-1, A-2, A-3, B-1 and B-
9 filed in File No. 70-8721 for further information with
respect to the terms of each new series of Bonds and sub-
series of MTNs.
Section C. Issuance and Sale of the Debentures
14. The Debentures will be issued under one or more
Debenture Indentures or Subordinated Debenture Indentures,
to be substantially in the forms filed as Exhibits A-7 and A-
9, respectively, in File No. 70-8721 (each such new
Debenture Indenture or Subordinated Debenture Indenture, as
any of them may be supplemented from time to time, being
hereinafter referred to as a "Debenture Indenture").
15. Each series of Debentures will be sold at such price,
will bear interest at such rate or rates and will mature on
such date or dates as shall be determined at or before the
time of sale. Debentures will not be sold if the fixed
interest rate or initial adjustable interest rate thereon
would exceed 15% per annum. As to series of Debentures
having an adjustable interest rate, the initial interest
rate for each such series will be determined by the Company
(in certain cases based upon negotiations with underwriters
and the purchasers of such series) and will not exceed 15%
per annum. Thereafter, the interest rate on such Debentures
("Floating Rate Debentures") will be adjusted according to
a pre-established formula or method of determination or
would be that rate which, when set, would be sufficient to
remarket the Debentures of such series ("Remarketed
Debentures") at a price equal to 100% of their principal
amount.
16. The interest rate for Floating Rate Debentures after
the initial interest rate period will be set as a percentage
of, or as a specified spread from, a benchmark rate such as
LIBOR or the Treasury Rate, or may be established by
reference to orders received in an auction procedure. Such
interest rate may be adjusted at established intervals or
may be adjusted simultaneously with changes in the benchmark
rate.
17. The interest rate for Remarketed Debentures after the
initial interest rate period will not exceed 15% per annum.
18. The terms of Remarketed Debentures will provide that
holders thereof have the right to tender, or are required to
tender, their Debentures and have them purchased at a price
equal to the principal amount thereof plus accrued and
unpaid interest thereon, on specified dates. A Tender Agent
may be appointed to facilitate the tender of any Debentures
by holders. Any holder of Remarketed Debentures wishing to
have them purchased may be required to deliver the same
during a specified period of time preceding such purchase
date to the Tender Agent, if one shall be appointed, or to
the Remarketing Agent appointed to reoffer the same for
sale.
19. The Company will be obligated to pay amounts equal to
the amounts to be paid to the Remarketing Agent or the
Tender Agent for the purchase of Remarketed Debentures so
tendered, which amounts will be paid by the Company on or
before the dates such payments by the Remarketing Agent or
the Tender Agent are to be made, reduced by the amount of
any other moneys available therefor, including the proceeds
of the sale of such tendered Debentures by the Remarketing
Agent. Upon the delivery of such Debentures by holders to
the Remarketing Agent or the Tender Agent for purchase, the
Remarketing Agent will use its best efforts to sell the same
at a price equal to 100% of the principal amount thereof.
20. The price, exclusive of accrued interest, to be paid to
the Company for each such series of Debentures sold at
competitive bidding will be within a range (to be specified
by the Company to prospective purchasers) of 95% to 105% of
the principal amount of such series. Each series of
Debentures will mature not later than fifty years from the
first day of the month of issuance. To further assure the
repayment of principal, premiums, if any, and interest on
Debentures of one or more series, the Company may provide
insurance policies or standby bank credit facilities, which
in either case would entail the payment by the Company of
fees at market rates based upon a percentage of the
principal amount thereof per year and would require
repayment of any advances thereunder with interest at a rate
not in excess of the then current market rate of interest
charged for such transactions by designated money center
banks, and one or more would have a term (including one or
more renewal terms) not extending beyond the maturity of the
series of Debentures to which such insurance policy or
standby bank credit facility would be related. One or more
of the Debenture Indentures may provide that the Debentures
issued thereunder may be entitled to a lien on certain
assets pledged or assigned as security thereunder, and may
specify terms for the release of such lien as to some or all
such assets.
21. One or more series of Debentures may include provisions
for redemption prior to maturity at various percentages of
the principal amount thereof, restrictions on optional
redemption for a given number of years and/or provisions for
the mandatory retirement of some or all of such series prior
to maturity.
22. Debentures issued under a Subordinated Debenture
Indenture will be expressly subordinated to Senior
Indebtedness, as defined therein or pursuant thereto, and
may also provide that, subject to certain specified
conditions, payments of interest on such Subordinated
Debentures may be deferred for specified periods (with or
without cumulative protection) without creating a default
with respect thereto. The Company may covenant that, so
long as any Debentures of a particular series remain
outstanding, the Company, subject to specified exceptions,
will not pay cash dividends on common stock subsequent to
the date of such series (other than certain dividends
declared prior to the original issuance of such series
during such period of deferral). However, the Company may
determine not to include any provisions restricting its
ability to pay common stock dividends.
23. Reference is made to Exhibits A-6, A-7, A-8, A-9, A-10,
A-11, A-12, B-5 and B-9 filed in File No. 70-8721 for
further information with respect to the terms of each series
of Debentures.
Section D. Issuance and Sale of Entity Interests
24. The Company proposes to organize one or more special
purpose statutory business trusts or limited partnerships
(each an "Issuing Entity") for the sole purpose of issuing
the Entity Interests. The business and affairs of the
Issuing Entity will be conducted by one or more managers or
trustees (individually and collectively, the "Trustee").
Prior to a default, the Company will, as a result of its
ownership of all voting interest in the Issuing Entity, be
entitled to appoint, remove or replace the trustee or
manager, as the case may be. In the case of a limited
partnership the Company will either (a) act as the general
partner of the Issuing Entity or (b) organize a special
purpose, wholly-owned corporation for the sole purpose of
acting as the general partner of the Issuing Entity (the
"Participating Subsidiary").
25. The Company will directly or indirectly make an equity
contribution to the Issuing Entity at the time the Entity
Interests are issued and thereby directly or indirectly
acquire all of the general partnership interest (in the case
of a limited partnership) or all of the voting interest in
such Issuing Entity. The Company's equity contribution to
the Issuing Entity will at all times represent a controlling
interests (in the case of a business trust) in, and at least
a voting majority of the aggregate equity contributions by
all securityholders to, such Issuing Entity.
26. The Entity Interests, which shall have a stated per
share liquidation preference, may be registered under the
Securities Act of 1933, as amended, by virtue of a
registration statement filed thereunder (the "Entity
Registration Statement"). The form of the Entity
Registration Statement will be filed herein through
incorporation by reference as Exhibit
C-7. The holders of the Entity Interests will be either (a)
the limited partners (in the case of a limited partnership)
or (b) the holders of preferred interests (in the case of a
business trust) of the Issuing Entity, and the amounts paid
by such holders for the Entity Interests will be treated as
capital contributions to the Issuing Entity.
27. The Company may issue from time to time, in one or more
series, Subordinated Debentures (the "Entity Subordinated
Debentures") to the Issuing Entity. The Issuing Entity will
use the proceeds from the sale of its Entity Interests, plus
the equity contributions made to it by either (a) its
general partner (in the case of a limited partnership) or
(b) the Company (in the case of a business trust), to
purchase the Entity Subordinated Debentures. If the
corresponding series of Entity Interests are registered,
then the Entity Subordinated Debentures will also be
registered under the Securities Act of 1933, as amended,
along with the Entity Interests, pursuant to the Entity
Registration Statement. The Entity Subordinated Debentures
will be issued by the Company pursuant to a subordinated
debenture Indenture (the "Entity Subordinated Debenture
Indenture"), which, if the corresponding series of Entity
Interests and Entity Subordinated Debentures are registered,
will be qualified under the Trust Indenture Act of 1939, as
amended. Forms of the Entity Subordinated Debenture
Indenture and the Entity Subordinated Debenture were filed
as Exhibits A-11 and A-12 in File No. 70-8721, respectively.
28 Each series of Entity Subordinated Debentures will be
in an aggregate principal amount not exceeding the aggregate
stated amount of the related Entity Interests together with
the Company's equity contribution relating thereto), and
will be in addition to the aggregate limitation on the
Bonds, Debentures, Entity Interests, Preferred, Preference
and/or Tax-Exempt Bonds described in Section A above. Each
series will also mature at such time, not more than 50 years
from the date of issuance thereof, as the Company shall
determine at or prior to the time of issuance. The Entity
Subordinated Debenture Indenture may permit the Entity
Subordinated Debentures to be issued with an initial term
and optional additional terms that together will not exceed
50 years from the date of issuance. For example, the Entity
Subordinated Debentures may have an initial term of 30 years
with the Company having the right to extend the maturity for
up to an additional 20 years. Prior to maturity, the
Company will pay interest only on the Entity Subordinated
Debentures, at either a fixed or adjustable rate as set
forth in the Entity Subordinated Debenture Indenture. The
distribution rates, payment dates, redemption terms,
maturity, and other terms applicable to each series of
Entity Interests will be substantially identical to the
interest rates, payment dates, redemption, maturity, and
other terms applicable to the Entity Subordinated Debentures
relating thereto, and will be determined by the Company at
or prior to the time of issuance. The interest paid by the
Company on the Entity Subordinated Debentures will
constitute the only source of income for the Issuing Entity
and will be used by the Issuing Entity to pay monthly or
quarterly (as determined at the time of the sale of each
series) distributions on the Entity Interests.
29. The Company may also enter into a guaranty (the
"Guaranty") pursuant to which it will unconditionally
guarantee (i) payment of distributions on the Entity
Interests, if and to the extent the Issuing Entity has funds
legally available therefor, (ii) payments to the holders of
Entity Interests of amounts due upon liquidation of the
Issuing Entity or redemption of the Entity Interests, and
(iii) certain additional "gross up" amounts that may be
payable in respect of the Entity Interests, as described in
paragraph 32 below. Such Guaranty (if issued and if the
corresponding series of Entity Interests are registered)
will be registered pursuant to the Entity Registration
Statement. An executed Guaranty was filed as Exhibit A-
14(a) in File No. 70-8721 and represents a form for purposes
of this file (except the pricing terms included therein).
30. The Company's Entity Subordinated Debentures issued
under the Entity Subordinated Debenture Indenture and the
Guaranty (if issued) will be expressly subordinated to
Senior Indebtedness, as defined therein or pursuant thereto,
and may also provide that payment of interest on such Entity
Subordinated Debentures may be deferred (with or without
cumulative protection) for specified periods not to exceed
60 months, without creating a default with respect thereto,
so long as no dividends are being paid on, or certain
actions are being taken with respect to the retirement of,
the common or preference or preferred stock of the Company
during such period of deferral. In addition, in each Entity
Subordinated Debenture Indenture relating to a series of
Entity Subordinated Debentures, the Company may create a
dividend covenant relating to its payment of common stock
dividends.
31. Distributions on the Entity Interests will be paid
monthly or quarterly (as determined at or prior to the time
of sale of each series), will be cumulative and will be
mandatory to the extent that the Issuing Entity has legally
available funds sufficient for such purposes. The
availability of funds will depend entirely upon the Issuing
Entity's receipt of the amounts due under the Entity
Subordinated Debentures. The Issuing Entity will have the
right to defer distributions on the Entity Interests for a
specified period, but only if and to the extent that the
Company defers the interest payments on the Entity
Subordinated Debentures. If distributions on the Entity
Interests (including all previously deferred distributions,
if any) are deferred beyond a specified period, then the
holders of Entity Interests will have the right to appoint a
special representative to enforce the Issuing Entity's
rights under the Entity Subordinated Debentures and Guaranty
(if issued), including the right to accelerate the maturity
of the Entity Subordinated Debentures.
32. It is anticipated that interest payments on the Entity
Subordinated Debentures made by the Company will be
deductible by it for federal and state income tax purposes,
and that the Issuing Entity will be treated as either a
partnership or a trust, as the case may be, for federal
income tax purposes. Consequently, the holders of Entity
Interests will be deemed to have received interest income,
rather than dividends, from the Issuing Entity and will not
be entitled to any "dividends received deduction" under the
Internal Revenue Code.
33. One or more series of Entity Interests and Entity
Subordinated Debentures may include provisions for the
mandatory retirement of some or all of such series prior to
maturity. The Entity Interests may be subject to
redemption, in whole or in part, on and after a specified
date (the "Earliest Redemption Date") at the option of the
Issuing Entity, with the consent of the Company, at a price
equal to their stated liquidation preference plus any
accrued and unpaid distributions (the "Redemption Price").
The Earliest Redemption Date will be determined based upon,
among other factors, market conditions at the time of
issuance. The Entity Subordinated Debenture Indenture and
the Entity Agreement (as defined in paragraph 34 below) may
set forth additional provisions governing the optional
redemption of the Entity Interests. It is expected that the
Issuing Entity will have the option, with the consent of the
Company, to redeem the Entity Interests at the Redemption
Price upon the occurrence of specified adverse tax events
(each a "Tax Event"). Examples of possible Tax Events are
(a) the Issuing Entity becoming subject to federal income
tax with respect to interest received on the Entity
Subordinated Debentures or otherwise not being treated as a
partnership or a trust, as the case maybe, for federal
income tax purposes, (b) interest payments by the Company on
the Entity Subordinated Debentures being determined not to
be deductible for federal income tax purposes, or (c) the
Issuing Entity becoming subject to more than a minimal
amount of other taxes, duties or governmental impositions.
The Entity Subordinated Debenture Indenture and the Entity
Agreement may also provide that the Entity Interests are
subject to optional or mandatory redemption upon the
occurrence of specified adverse regulatory events (each a
"Regulatory Event"). An example of a possible Regulatory
Event is the Issuing Entity becoming subject to regulation
as an "investment company" under the Investment Company Act
of 1940, as amended.
34. The Company may also reserve the right, upon the
occurrence of a Tax Event or a Regulatory Event, to exchange
the Entity Subordinated Debentures for the Entity Interests
or otherwise to distribute the Entity Subordinated
Debentures to the holders of Entity Interests, whereupon the
Entity Interests would be canceled.
35. If, as a result of (a) the Entity Subordinated
Debentures not being treated as indebtedness for federal
income tax purposes or (b) the Issuing Entity not being
treated as either a partnership or a trust, as the case may
be, for federal income tax purposes, the Issuing Entity is
required under applicable tax laws to withhold or deduct
from payments on the Entity Interests amounts that otherwise
would not be required to be withheld or deducted, the
Issuing Entity may also have the obligation, if the Entity
Interests are not redeemed (as discussed in paragraph 30
above) or exchanged (as discussed in paragraph 31 above), to
increase or "gross up" such payments so that the holders of
Entity Interests will receive the same amount after such
withholding or deduction as they would have received if no
such withholding or deduction were required.
36. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Issuing
Entity, holders of Entity Interests will be entitled to
receive, out of the assets of the Issuing Entity available
for distribution to the limited partners (in the case of a
limited partnership) or the preferred security holders (in
the case of a business trust), before any distribution of
assets to the Company, an amount equal to the stated
liquidation preference of the Entity Interests plus accrued
and unpaid distributions thereon, if any.
37. Under the Amended and Restated Agreement of Limited
Partnership or the Declaration of Trust, as the case may be,
that will govern the activities of the Issuing Entity upon
the issuance of the Entity Interests (the "Entity
Agreement"), the activities of the Issuing Entity will be
limited solely to (i) the issuance and sale of Entity
Interests, (ii) the use of the proceeds thereof and the
equity contributions by the Company to purchase the Entity
Subordinated Debentures, (iii) the receipt of interest on
the Entity Subordinated Debentures, and (iv) the payment of
distributions on the Entity Interests. An executed Entity
Agreement was filed as Exhibit A-13(a) in File No. 70-
8721and represents a form for purposes of this file (except
the pricing terms included therein)
38. The Entity Agreement will further provide that either
the general partner (in the case of a limited partnership)
or the Trustee (in the case of a business trust), will
manage and control the Issuing Entity's business and affairs
and be responsible for all liabilities and obligations of
the Issuing Entity, and that the general partnership
interest (in the case of a limited partnership) or the
voting interests (in the case of a business trust) will not
be transferable except for a transfer made (a) with the
consent of all other partners (in the case of a limited
partnership) or securityholders, (b) to a direct or indirect
wholly-owned subsidiary or (c) in the event of merger,
subject to certain conditions.
39. Because the Entity Interests will be supported by the
Company's Entity Subordinated Debentures and Guaranty (if
issued), and the distributions to holders of Entity
Interests will be paid out of the interest payments on such
Entity Subordinated Debentures or pursuant to such Guaranty
(if issued), the Entity Agreement will not include any
interest or distribution coverage or capitalization ratio
restrictions on the ability to issue and sell additional
Entity Interests, because the interest payments of the
Company on the Entity Subordinated Debentures will be
sufficient to service fully the distributions on Entity
Interests. For this reason, financial statements for the
Issuing Entity are not included with this Application-
Declaration.
40. Each series of Entity Interests, and any corresponding
series of Entity Subordinated Debentures, will be sold at
such price and be entitled to receive such distributions or
interest payments on such periodic basis as shall have been
determined at the time of sale. No series of Entity
Interests or corresponding series of Entity Subordinated
Debentures will be sold if the fixed distribution or
interest rate or initial adjustable distribution or interest
rate thereon will exceed 15% per annum. The initial
distribution or interest rate for any Entity Interests of
such series having an adjustable distribution or interest
rate will be determined in negotiations with the
underwriters or the purchasers of such series). Thereafter,
the dividend or interest rate on any such Entity Interests
("Floating Rate Entity Interests") will be adjusted
according to a pre-established formula or method of
determination or will be a rate which, at the time of
remarketing, would be sufficient to remarket the Entity
Interests ("Remarketed Entity Interests") of such series at
their principal amount
41. The distribution or interest rate for Floating Rate
Entity Interests after the initial distribution or interest
rate period will be set as a percentage of, or as a
specified spread from, a benchmark rate, such as LIBOR or
the Treasury Rate, or may be established by reference to
orders received in an auction procedure. Such distribution
or interest rate may be adjusted at established intervals or
may be adjusted simultaneously with changes in the benchmark
rate.
42. The distribution or interest rate for Remarketed Entity
Interests after the initial distribution or interest rate
period. will not exceed 15% per annum.
43. The Entity Agreement may provide that holders of
Remarketed Entity Interests may have the right to tender, or
can be required to tender, their Entity Interests and have
them purchased at a price equal to the liquidation
preference thereof plus accrued and unpaid distributions
thereon, if any, on dates specified in, or established in
accordance with, the Entity Agreement. A Tender Agent may
be appointed to facilitate the tender of Remarketed Equity
Interests by holders. Any holder of Remarketed Entity
Interests wishing to have the same purchased may be required
to deliver such Entity Interests during a specified period
preceding such purchase date to the Tender Agent, if one
shall have been appointed, or to the Remarketing Agent
appointed to reoffer such tendered Entity Interests for
sale.
44. The Issuing Entity will be obligated to pay amounts
equal to the amounts to be paid to the Remarketing Agent or
the Tender Agent pursuant to the Entity Agreement for the
purchase of Remarketed Entity Interests so tendered (on the
dates such payments by the Remarketing Agent or the Tender
Agent are to be made), reduced by the amount of any other
moneys available therefor, including the proceeds of the
sale of such tendered Entity Interests by the Remarketing
Agent. Upon the delivery of such Entity Interests by
holders thereof to the Remarketing Agent or the Tender Agent
for purchase, the Remarketing Agent will use its best
efforts to sell such Entity Interests at a price equal to
the stated value of such Entity Interests.
45. The price, exclusive of accrued distributions, to be
paid to the Issuing Entity for each such series of Entity
Interests to be sold at competitive bidding will be within a
range (to be specified by the Company to prospective
purchasers) from 95% to 105% of the principal amount of such
series of Entity Interests.
Section E. Issuance and Sale of Preferred Stock.
46. The Company expects that each series of the Preferred
will consist of shares of the Company's Preferred Stock,
Cumulative, $100 Par Value ("$100 Preferred"), or Preferred
Stock, Cumulative, without par value ("No Par Preferred")
(collectively "Preferred Stock"), as currently authorized by
the Company's Restated Articles of Incorporation, as amended
("Articles"). In accordance with the Articles, the Company
had authorized and unissued at June 30, 2000, 6,000,000
shares of $100 Preferred and 10,000,000 shares of No Par
Preferred.
47. The price, exclusive of accumulated dividends, to be
paid to the Company for each series of Preferred will be
determined at or prior to the time of sale and will not be
less than par or stated value on a per share basis. With
respect to any series of Preferred to be sold at competitive
bidding, the price to be paid to the Company will be not
less than the par or stated value nor more than 105% thereof
per share plus accumulated dividends, if any. No series of
Preferred would be sold if the dividend rate thereon would
exceed15% per annum.
48. One or more series of Preferred may include provisions
for redemption at various redemption prices and restrictions
on optional redemption for a given number of years or the
life of the issue. One or more series of Preferred may
include provisions for a sinking fund, which would be
designed to redeem (or cause to be repurchased in lieu of
redemption) annually commencing a specified number of years
after the first day of the calendar month in which such
series is issued, at the par or stated value per share of
such series plus any accrued and unpaid dividends, a number
of shares equal to a given percentage of the total number of
shares of such series, with the Company having an option to
redeem (or purchase in lieu of redemption) annually an
additional number of shares up to a given percentage of the
total number of shares of such series. Any such sinking
fund provisions would be designed to redeem all outstanding
shares of such series not later than 50 years after the date
of original issuance thereof.
49. Depending upon market conditions at the time of the
offering of a given series of the Preferred, if the Company
determines that preferred stock having a public offering
price of less than $100 per share is likely to have a
materially better market reception than shares of $100
Preferred, and it is not deemed appropriate to use No Par
Preferred, the Company may issue and sell such series of
$100 Preferred to underwriters for deposit with a bank or
trust company ("Depositary"). The underwriters would then
receive from the Depositary and deliver to the purchasers,
in a subsequent public offering, shares of depositary
preferred stock ("Depositary Preferred"), each representing
a stated fraction of a share of the new series of $100
Preferred. Depositary Preferred would be evidenced by
depositary receipts entitling each owner thereof
proportionally to all the rights and preferences to which
holders of the series of $100 Preferred are entitled
(including dividend, redemption and voting rights). A
holder of Depositary Preferred would be entitled to
surrender Depositary Preferred to the Depositary and receive
the number of whole shares of $100 Preferred represented
thereby; and a holder of $100 Preferred would be entitled to
surrender shares of $100 Preferred to the Depositary and
receive a proportional amount of Depositary Preferred.
50. For further information as to the terms of the
Preferred, including possible depositary arrangements,
reference is made to Exhibits A-15, A-16, A-17, A-18, A-19,
B-2 and B-10 filed in File No. 70-8721.
Section F. Issuance and Sale of Preference Stock
51. The Company expects that each series of the Preference
will consist of shares of the Company's class of Preference
Stock without par value, as currently authorized by the
Articles June 30, 2000, 20,000,000 shares of Preference.
52. The price to be paid to the Company for each series of
Preference will be determined at the time of sale and will
not be less than or the stated value on a per share basis.
With respect to any series of Preference to be sold at
competitive bidding, the price to be paid to the Company
will be not less than 100% of the stated value thereof nor
more than 105% thereof per share, plus accrued dividends, if
any. No series of Preference would be sold if the dividend
rate thereon would exceed 15% per annum.
53. One or more series of Preference may include provisions
for redemption at various redemption prices and/or
restrictions on optional redemption for a given number of
years or the life of the issue. One or more series of
Preference may include provisions for a sinking fund, which
would be designed to redeem (or cause to be repurchased in
lieu of redemption) commencing on a specified date or number
of years after the first day of the calendar month in which
such series is issued, at the stated value per share of such
series plus any accumulated and unpaid dividends, of all or
a portion of the total number of shares of such series. Any
such sinking fund provisions would be designed to redeem all
outstanding shares of such series not later than 50 years
after the date of original issuance thereof.
54. For further information as to the terms of the
Preference, reference is made to Exhibits A-16, A-20 and B-
10 filed in File No. 70-8721.
Section G. General Matters Relating to Bonds, MTNs,
Debentures, Entity Interests, Preferred and/or Preference
55. The Company anticipates that the issuance and sale of
each series of Bonds, MTNs, Debentures, Entity Interests,
Preferred and/or Preference will be by means of competitive
bidding, negotiated public offering or private placement
with institutional investors in order to secure the
advantages of an advance marketing effort and/or the best
available terms.
56. Reference is made to Exhibits B-1 through B-9 filed in
File No. 70-8721 for information with respect to, among
other things, the procedures to be followed in connection
with the issuance and sale of Bonds, MTNs, Debentures,
Entity Interests, Preferred and/or Preference. Sale(s) of
Bonds, MTNs, Debentures, Entity Interests, Preferred and/or
Preference are separate transactions not contingent upon one
another.
57. The Company proposes to use the net proceeds derived
from the issuance and sale of Bonds, MTNs, Debentures,
Entity Interests, Preferred and/or Preference for general
corporate purposes including, but not limited to the conduct
of its business as an electric and gas utility, the
repayment of outstanding securities issued by or on behalf
of the Company when due and/or the possible redemption,
acquisition or refunding of certain outstanding securities
issued by or on behalf of the Company prior to their stated
maturity or due date. The Company's request for
authorization for such sales is in part to provide the
flexibility to permit a rapid response to changing market or
regulatory conditions if it becomes advisable for the
Company to refinance, refund or otherwise acquire
outstanding securities.
58. The Mortgage and Articles include earnings coverage
tests for the issuance of additional Bonds, MTNs, and
Preferred, respectively. The Company will not issue any
Bonds, MTNs, Debentures, Entity Interests, Preferred and/or
Preference unless any and all applicable coverage tests or
other binding legal requirements are satisfied.
Section H. Issuance and Sale of Tax-Exempt Bonds and
Related Transactions
59. The Company also may seek to enter into arrangements
for the issuance of Tax-Exempt Bonds, and the Company
proposes from time to time, through December 31, 2005, to
enter into one or more leases, subleases, installment sale
agreements, refunding agreements or other agreements and/or
supplements and/or amendments thereto (each and all of the
foregoing being referred to herein as the "Facilities
Agreement") with one or more issuing governmental
authorities (each an "Issuer") that will contemplate the
issuance and sale by the Issuer(s) of one or more series of
Tax-Exempt Bonds pursuant to one or more trust indentures
and/or supplements thereto (individually and collectively,
the "Indenture") between the Issuer and one or more trustees
(individually and collectively, the "Trustee").
60. The proceeds of the sale of Tax-Exempt Bonds, net of
any underwriters' discounts or other expenses payable from
proceeds, will be applied to finance certain facilities
eligible to be financed with tax-exempt debt including but
not limited to sewage and/or solid waste disposal facilities
(referred to herein individually and collectively as the
"Facilities") that have not heretofore been the subject of
such financing, or to refinance outstanding tax-exempt bonds
issued for that purpose. Pursuant to the terms of each
Facilities Agreement, the Company may commit to purchase,
acquire, construct, install, operate and/or maintain the
Facilities for or on behalf of the Issuer. The Issuer will
agree to pay to the Company an amount equal to the lesser of
(a) the total amount of the proceeds from the sale of the
Tax-Exempt Bonds or (b) the total cost of the Facilities, as
the case may be. Pursuant to the provisions of the
Facilities Agreement, the Issuer will transfer or make the
Facilities available to the Company upon terms sufficient to
provide for payment by the Issuer of the principal or
redemption price of, premium (if any) and interest on, and
other amounts owing with respect to, the Tax-Exempt Bonds,
together with related expenses. Such payments will be paid
by the Company directly to the Trustee under to the
Indenture. Under the Facilities Agreement, the Company may
also be obligated to pay (i) the fees and charges of the
Trustee and any registrar or paying agent, if any, under the
Indenture, and the Remarketing Agent and the Tender Agent,
if any, as hereinafter referred to, (ii) all expenses
incurred by the Issuer in connection with its rights and
obligations under the Facilities Agreement, (iii) all
expenses necessarily incurred by the Issuer or the Trustee
under the Indenture in connection with the transfer or
exchange of Tax-Exempt Bonds, and (iv) certain other fees
and expenses.
61. The Indenture may provide that, upon the occurrence of
certain events relating to the operation of the Facilities,
a series of Tax-Exempt Bonds will be redeemable by the
Issuer at the direction of the Company. Any series of Tax-
Exempt Bonds may be made subject to a mandatory cash sinking
fund under which certain principal amounts and/or specific
portions of the Tax-Exempt Bonds of such series are to be
retired at stated times, and may be subject to mandatory
redemption in certain other cases. The payments by the
Company under the Facilities Agreement in such circumstances
will be sufficient (together with any other moneys held by
the Trustee under the Indenture and available therefor) to
pay the principal of all Tax-Exempt Bonds to be redeemed or
retired, the premium (if any) thereon, and interest thereon
accrued or to accrue to the redemption date thereof.
62. Each series of the Tax-Exempt Bonds will mature not
earlier than one year nor later than fifty years from the
date of issuance. The Tax-Exempt Bonds may be subject to
optional redemption by the Issuer, at the direction of the
Company, in whole or in part, at the redemption prices
(expressed as percentages of the principal amount thereof)
plus accrued interest to the redemption date, and at such
times, as are set forth in the Indenture.
63. The Facilities Agreement and the Indenture may provide
for a fixed and/or adjustable interest rate for one or more
series of Tax-Exempt Bonds. No series of Tax-Exempt Bonds
will be sold if the fixed interest rate or initial
adjustable interest rate thereon would exceed13% per annum.
The initial interest rate for Tax-Exempt Bonds of a series
having an adjustable interest rate will be determined in
negotiations between the Company and the purchasers of such
series. For each Rate Period thereafter, the interest rate
on such Tax-Exempt Bonds will be a rate that when set, would
be sufficient to remarket the Tax-Exempt Bonds of such
series at a price equal to their principal amount. Such
subsequent interest rates will not exceed 13% per annum.
64. The term "Rate Period", as used herein, refers to a
period during which the interest rate on Tax-Exempt Bonds of
a particular series, while bearing an adjustable rate is
fixed. The initial Rate Period will commence on the date
when interest begins to accrue on the Tax-Exempt Bonds of
such series. The length of each Rate Period be not less
than one day nor more than fifty years.
65. The Facilities Agreement and the Indenture may provide
that the holders of Tax-Exempt Bonds will have the right to
tender or be required to tender their Tax-Exempt Bonds and
have them purchased at a price equal to the principal amount
thereof plus any accrued and unpaid interest thereon, on
dates specified in, or established in accordance with, the
Indenture. A Tender Agent may be appointed to facilitate
the tender of Tax-Exempt Bonds by the holders thereof. Any
holders of Tax-Exempt Bonds wishing to have such Tax-Exempt
Bonds purchased may be required to deliver the same during a
specified period of time preceding such purchase date to the
Tender Agent, if one shall be appointed, or to the
Remarketing Agent appointed to reoffer such tendered Tax-
Exempt Bonds for sale.
66. Under the Facilities Agreement, the Company will be
obligated to pay amounts equal to the amounts to be paid by
the Remarketing Agent or the Tender Agent for the purchase
of Tax-Exempt Bonds so tendered, such amounts to be paid by
the Company on the dates when payments by the Remarketing
Agent or the Tender Agent are to be made; provided, however,
that the obligation of the Company to make any such payment
under the Facilities Agreement will be reduced by the amount
of any other moneys available therefor, including the
proceeds of the sale of tendered Tax-Exempt Bonds by the
Remarketing Agent.
67. Upon the delivery of Tax-Exempt Bonds by holders to the
Remarketing Agent or the Tender Agent for purchase, the
Remarketing Agent will be obligated to use its best efforts
to sell such Tax-Exempt Bonds at a price equal to the
principal amount thereof.
68. In order to obtain a more favorable rating on
individual series of Tax-Exempt Bonds, and thereby improve
the marketability thereof, the Company may arrange for one
or more irrevocable letter(s) of credit from one or more
banks (individually and collectively, the "Bank") in favor
of the Trustee. In that event, payments with respect to
principal of, premium, if any, and interest on, and purchase
obligations in connection with, such series of Tax-Exempt
Bonds coming due during the term of such letter of credit,
which will not exceed ten years, will be secured by and
payable from funds (if any) drawn under, the letter of
credit. To induce the Bank to issue such a letter of credit,
the Company would enter into one or more reimbursement
agreements (each a "Reimbursement Agreement") with the Bank
pursuant to which the Company will agree to reimburse the
Bank for funds drawn under such letter of credit within a
specified period not to exceed 60 months after the date such
funds are drawn, with interest thereon at a rate that will
not exceed the Bank's prime commercial lending rate plus 2%.
The terms of the Reimbursement Agreement will correspond in
all pertinent respects to the terms in the letter of credit.
69. It is anticipated that the Reimbursement Agreement will
require the payment in advance by the Company to the Bank of
letter of credit arrangement fees not to exceed1% of the
face amount of the letter of credit, and annual fees which
will not exceed 2% of the face amount of the letter of
credit. Any such letter of credit will expire or be
terminable prior to the maturity date of the series of Tax-
Exempt Bonds that such letter of credit supports and, in
connection with such expiration or termination, such series
of Tax-Exempt Bonds can be made subject to mandatory
redemption or purchase on or prior to the date of expiration
or termination of such letter of credit, subject to the
rights of owners of Tax-Exempt Bonds of such series not to
have their Tax-Exempt Bonds redeemed or purchased.
Provision may be made, as to any such series of Tax-Exempt
Bonds, for extension of the term of such letter of credit or
for the replacement thereof, upon its expiration or
termination, by another letter of credit (having
substantially the same terms as the original letter of
credit) from the Bank or another bank. Such extended or
replacement letters of credit will expire not later than the
final maturity date of the related Tax-Exempt Bonds.
70. In addition or as an alternative to the credit support
provided by a letter of credit, in order to obtain a more
favorable rating on one or more series of Tax-Exempt Bonds
and improve the marketability thereof, the Company may
provide (a) an insurance policy for the payment of the
principal of and/or interest and/or premium on one or more
series of Tax-Exempt Bonds, and/or (b) security for the
holders of Tax-Exempt Bonds and/or the Bank through the
issuance and pledge of one or more new series of Bonds
and/or MTNs ("Collateral Securities"). Premiums on such
insurance policies will not exceed premiums generally
obtainable at the time of entering into the insurance
arrangements by companies of comparable credit quality on
insurance policies having comparable terms. Collateral
Securities would be issued and delivered to the Trustee
under the Indenture and/or to the Bank to evidence, in part,
and secure the Company's obligations under the applicable
Facilities Agreement and/or the Company's obligations to
reimburse the Bank under the Reimbursement Agreement, and/or
the Company's obligation to reimburse the issuer of any such
insurance policies. The principal amount of and interest
rate borne by the Collateral Securities could be determined
in several ways. First, if the series of Tax-Exempt Bonds
bears a fixed interest rate, Collateral Securities could be
issued in a principal amount equal to the principal amount
of such series and bear interest at a rate equal to the rate
of interest on such series. Secondly, non-interest bearing
Collateral Securities could be issued in a principal amount
equivalent to the principal amount of such series plus an
amount equal to interest thereon for a specified period.
Thirdly, Collateral Securities could be issued in a
principal amount equivalent to the principal amount of such
series plus an amount equal to interest on such series for a
specified period, but carry a fixed interest rate that would
be lower than the fixed interest rate of the series of Tax-
Exempt Bonds. Fourthly, Collateral Securities could be
issued in a principal amount equivalent to the principal
amount of the series of Tax-Exempt Bonds and bear interest
at an adjustable rate of interest varying with the rate of
interest born by such series of Tax-Exempt Bonds, but having
a "cap" (not greater than 13%) above which the interest on
Collateral Securities could not rise. For further
information with respect to the Reimbursement Agreement, the
proposed insurance arrangement and the Collateral
Securities, reference is made to Exhibits A-6, A-7, A-8, A-
22, A-23, B-4, B-6, B-10 and B-11 filed in File No. 70-8721.
The Company will not use a letter of credit, insurance
arrangements and/or Collateral Securities, or combination
thereof, to secure any series of Tax-Exempt Bonds unless the
resulting effective interest cost savings on such series is
greater than the total cost of providing such additional
credit support.
71. Each series of the Collateral Securities that bears
interest will bear interest at a fixed interest rate or
initial adjustable interest rate not to exceed 13% per
annum. The maximum aggregate principal amount of the
Collateral Securities will be in addition to the aggregate
limitation on the Bonds, MTNs, Debentures, Entity Interests,
Preferred, Preference and/or Tax-Exempt Bonds described in
Section A above, but will not exceed the aggregate principal
amount of the Tax-Exempt Bonds to which they relate by more
than 13% of the aggregate principal amount thereof. The
terms of the Collateral Securities relating to maturity,
interest payment dates, if any, redemption provisions and
acceleration will correspond to the terms of the related Tax-
Exempt Bonds. The terms of each series of the Collateral
Securities will not vary during the life of such series
except for the interest rate of any such series that bears
interest at an adjustable rate.
72. For further information with respect to the terms of
the Facilities Agreement and Indenture, reference is made to
Exhibits A-20 and B-3 filed in File No. 70-8721.
73. Each series of Tax-Exempt Bonds may be sold by the
Issuer pursuant to arrangements with an underwriter or a
group of underwriters, or by private placement, in a
negotiated sale or sales. While the Company may not be
party to the underwriting or placement arrangements, such
arrangements will assure that the terms of each series of
Tax-Exempt Bonds, and their sale by the Issuer(s), are
satisfactory to the Company; and the Company will provide
certain related representations and indemnities for
liabilities arising from material misstatements or omissions
in disclosures made by the Company in connection with the
issuance of Tax-Exempt Bonds. The Company anticipates that
the interest payable on Tax-Exempt Bonds (except for
interest on any Tax-Exempt Bond during a period in which it
is held by a person who is a "substantial user" of the
Facilities or a "related person" within the meaning of
Section 147(a) of such Code) will be not includable in the
gross income of the holders thereof for certain state income
tax purposes in the state of the Issuer, and for federal
income tax purposes under provisions of the Internal Revenue
Code of 1986, as amended. In general, the interest rates on
tax-exempt bonds have been, and are expected to be, lower
than the interest rates on bonds of similar tenor,
maturities and quality, on which interest is subject to
federal income tax.
Section I. Other
74. The proceeds to be received from the issuance and sale
of the Bonds, MTNs, Debentures, Entity Interests, Preferred,
Preference and Tax-Exempt Bonds will not be used to invest
directly or indirectly in an exempt wholesale generator
("EWG") or foreign utility company ("FUCO"), as defined in
Section 32 or 33, respectively, of the Holding Company Act.
If the proceeds of such sales are used to refund outstanding
securities, any savings derived from the refunding
transaction will not be used to acquire or otherwise invest
in an EWG or FUCO. Information with respect to Entergy
Corporation's EWG investments will be supplied by amendment.
75. The proposed transactions are also subject to Rule 54.
In determining whether to approve the issue or sale of a
security by a registered holding company for purposes other
than the acquisition of an EWG or FUCO, or transactions by
such registered holding company or its subsidiaries other
than with respect to EWGs or FUCOs, the Commission shall not
consider the effect of the capitalization or earnings of any
subsidiary which is an EWG or FUCO upon the registered
holding company system if Rules 53(a), (b) and (c) are
satisfied. In that regard, assuming consummation of the
transactions proposed in this application, all of the
conditions set forth in Rule 53(a) are and will be satisfied
and none of the conditions set forth in Rule 53(b) exists
or, as a result thereof, will exist.
76. Entergy Corporation ("Entergy") states that for purposes of
Rule 53(a)(1) its "aggregate investment" in exempt wholesale
generators as defined in Section 32 of the Holding Company Act
("EWGs") and foreign wholly owned companies as defined in Section
33 of the Holding Company Act ("FUCOs") was approximately
$1,047,322,020, representing approximately 36.63% of Entergy's
consolidated retained earnings as of June 30, 2000. Furthermore,
Entergy has complied with and will continue to comply with the
record keeping requirements of Rule 53(a)(2) concerning
affiliated ("EWGs") and ("FUCOs"). In addition, as required by
Rule 53(a)(3), no more than 2% of the employees of Entergy
domestic public utility subsidiary companies would render
services to affiliated EWGs and FUCOs. Finally, none of the
conditions set forth in Rule 53(b), under which the provisions of
Rule 53 would not be available, have been met.
77. The Company will maintain its consolidated common
equity as a percentage of capitalization no less than thirty
percent (30%).
Item 2. Fees, Commissions and Expenses.
The fees, commissions and expenses to be incurred in
connection with the issuance and sale of Bonds, MTNs,
Debentures, Entity Interests, Preferred, Preference and/or
Tax-Exempt Bonds will not exceed, in any specific
transaction, 5% of the face amount of the subject
securities.
Item 3. Applicable Statutory Provisions
Section A. Bonds, MTNs, Debentures, Entity Interests,
Preferred and Preference
The Company believes that Sections 6(a) and 7 of the
Holding Company Act and Rules 23 and 24 thereunder apply to
the proposed issuance(s) and sale(s) of the Bonds, MTNs,
Debentures, Entity Interests, Preferred and Preference as
well as to the potential exchange of Entity Interests for
Entity Subordinated Debentures.
The Company believes that Sections 9(a), 10 and 12(b)
of the Holding Company Act and Rule 45 thereunder apply to
the formation of the Issuing Entity, the acquisition of
voting interests in the Issuing Entity, the Company's equity
contributions to the Issuing Entity, the Company's potential
acquisition of shares of the capital stock of the
Participating Subsidiary, the acquisition by the
Participating Subsidiary of voting interests in the Issuing
Entity, and the Issuing Entity's acquisition of the Entity
Subordinated Debentures and the Guaranty.
The Company further requests any additional authority
required under the Holding Company Act or Rules thereunder
for the transactions described in this
Application/Declaration.
Section B. Tax Exempt Financing
The Sections of the Holding Company Act and the rules
thereunder that the Company considers may be applicable to
the tax-exempt financing of the Facilities are set forth
below:
(i) Disposition of Section 12(d) and Rule 44
Facilities
(ii) Reacquisition of Sections 9(a) and 10
Facilities
(iii) Reimbursement Agreement Sections 6(a) and 7
(iv) Issuance and Pledge Sections 6(a) and 7
of Collateral Bonds
(v) Facilities Agreement Sections 6(a) and 7
The Company further requests any additional authority
required under the Holding Company Act or Rules thereunder
for the transactions described in this
Application/Declaration.
Item 4. Regulatory Approval
No state regulatory body or agency and no federal
commission or agency other than this Commission has
jurisdiction over the transactions proposed herein. Neither
the Louisiana Public Service Commission nor the Public
Utility Commission of Texas exercises jurisdiction over the
transactions for which approval is sought herein.
Item 5. Procedure
1. The Company requests that the Commission's notice of
proposed transactions published pursuant to Rule 23(e) be
issued by the earliest possible date. The Company further
requests that the Commission's order authorizing the
issuance and sale of Bonds, MTNs, Debentures, Entity
Interests, Preferred and Preference as well as over the
proposed transactions related to the financing of the
Facilities by means of Tax-Exempt Bonds, pursuant to
competitive bidding procedures, negotiated public offering
or private placement, as described in Item 1, be entered by
December 31, 2000, at which time the Company's existing
financing authority from the Commission will expire. The
Company consents that the Commission's order authorizing the
above transactions may reserve jurisdiction over the
proposed issuance and sale of Debentures and Entity
Interests pursuant to competitive bidding procedures,
negotiated public offering or private placement, pending
completion of the record by the filing of the respective
registration statements relating thereto.
2. The Company hereby waives a recommended decision by a
hearing officer or any other responsible officer of the
Commission; agrees that the Staff of the Division of
Investment Management may assist in the preparation of the
Commission's decision; and requests that there be no waiting
periods between the issuance of the Commission's orders and
the dates on which they are to become effective.
Item 6. Exhibits and Financial Statements.
(a) Exhibits:
*A-1 Indenture of Mortgage, as amended by certain
Supplemental Indentures (filed 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); B to Form 8-K
dated September 1, 1959 (Eighteenth); B to Form 8-K
dated February 1, 1966 (Twenty-second); B to Form 8-K
dated March 1, 1967 (Twenty-third); C to Form 8-K
dated March 1, 1968 (Twenty-fourth); 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); 4-2 to Form
10-K for the year ended December 31, 1984 in 1-2703
(Fifty-third); 4 to Form 8-K dated July 29, 1992 in 1-
2703 (Fifty-fourth); 4 to Form 10-K dated 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);
4-2 to Amendment No. 9 to Registration No. 2-76551
(Fifty-seventh); 4(b) to Form 10-Q dated March 31,
1999 in 1-2703 (Fifty-eighth); and A-2(a) to Rule 24
Certificate dated June 23, 2000 in 70-8721 (Fifty-
ninth)).
**A-2 Proposed form(s) of additional Supplemental
Indenture(s) relating to the First Mortgage Bonds.
**A-3 Proposed form(s) of First Mortgage Bond.
*A-4 Proposed form(s) of Bond, Medium Term Note Series
(filed as Exhibit A-3 in File No. 70-8721).
*A-5 Restated Articles of Incorporation dated as of
November 17, 1999, as amended (filed as Exhibit
3(i)(d) to Form 10-K dated December 31, 1999).
*A-6 By-laws, as presently in effect (filed as Exhibit
3(ii)(d) to Form 10-K dated December 31, 1999).
*A-7 Proposed form(s) of Debenture Indenture (filed as
Exhibit A-7 in File No. 70-8721).
*A-8 Proposed form(s) of Debenture (filed as Exhibit A-8 in
File No. 70-8721).
*A-9 Proposed form(s) of Subordinated Debenture Indenture
(filed as Exhibit A-9 in File No. 70-8721).
*A-10 Proposed form(s) of Subordinated Debenture (filed as
Exhibit A-10 in File No. 70-8721).
*A-11 Proposed form(s) of Entity Subordinated Debenture
Indenture (filed as Exhibit4.03 in Registration No.333-
17911 and 333-17911-0).
*A-12 Proposed form(s) of Entity Subordinated Debenture
(filed as Exhibit 4.03 in Registration No.333-17911
and 333-17911-0).
*A-15 Proposed form(s) of Amendment to Restated Articles of
Incorporation, as amended, establishing series of
Preferred Stock (filed as Exhibit A-15 in File No. 70-
8721).
*A-16 Proposed form(s) of Amendment to the Restated Articles
of Incorporation, as amended, establishing series of
Preference Stock (filed as Exhibit A-16 in File No. 70-
8721).
**A-17 Proposed form(s) of Preferred Stock Certificate
relating to fixed dividend rate stock.
**A-18 Proposed form(s) of Preferred Stock Certificate
relating to adjustable dividend rate stock.
**A-19 Proposed form of documents relating to Depository
Preferred.
**A-20 Proposed form(s) of Preference Stock Certificate,
without par value.
**A-21 Proposed form(s) of additional Supplemental Indenture
for Collateral Bond.
*A-22 Proposed form(s) of Collateral Bond (filed as Exhibit
A-22 in File No. 70-8721).
*B-1 Proposed form of letter to prospective purchasers
relating to proposals for the purchase of Bonds (filed
as Exhibit B-1 in File No. 70-8721).
*B-2 Proposed form of letter to prospective purchasers
relating to proposals for the purchase of Preference
and/or Preferred (filed as Exhibit B-2 in File No. 70-
8721).
*B-3 Proposed form of Facilities Agreement (Refunding
Agreement) (filed as Exhibit B-3 in File No. 70-8721).
**B-4 Proposed form, if any, of the Reimbursement Agreement.
*B-5 Proposed form of letter to prospective purchasers
relating to proposals for the purchase of Debentures
(filed as Exhibit B-5 in File No. 70-8721).
**B-6 Proposed form(s), if any, of insurance policy and
provisions relating to bond insurance.
**B-7 Proposed form of letter to prospective purchasers
relating to proposals for the purchase of Entity
Interests.
*B-8 Proposed form(s) of agreement for the sale(s) of
Entity Interests(filed as Exhibit 1.01 in Registration
Statement No.333-17911 and 333-17911-0.
*B-9 Proposed form(s) of agreement for the sale of Bonds
(filed as Exhibit 1.01 in Registration No. 333-60957).
**B-10 Proposed form(s) of agreement for the sale of
Debentures.
**B-11 Proposed form(s) of agreement for the sale of
Preference and/or Preferred.
*B-12 Proposed Form of Tax-Exempt Bond Indenture (filed as
Exhibit B-11 in File No. 70-8721).
*C-1 Registration Statement No. 333-60957 relating to Bonds
(filed in Registration No. 333-60957).
*C-2 Registration Statement No. 33-51121 relating to
Preferred and Preference Stock (filed in Registration
No. 33-51121).
**C-3 Proposed form of Registration Statement relating to
Debentures.
**C-4 Proposed form of Registration Statement relating to
Subordinated Debentures.
*C-5 Proposed form of Registration Statement relating to
the Entity Interests and the Entity Subordinated
Debentures (filed in Registration Statement No. 333-
17911 and 333-17911-0).
D Inapplicable.
E Inapplicable.
F-1 Opinion of Orgain, Bell & Tucker, LLP.
F-2 Opinion of Denise C. Redmann, Senior Counsel -
Corporate and Securities of Entergy Services, Inc.
F-3 Opinion of Thelen Reid & Priest LLP.
***H-l Suggested form of notice of proposed transactions for
publication in the Federal Register.
_________________________
* Incorporated herein by reference as indicated.
** To be filed by amendment.
*** Previously filed.
(b) Financial Statements
Financial Statements of the Company as of December 31,
1999 and September 30, 2000.
Financial Statements of Entergy Corporation and
subsidiaries, consolidated, as of December 31, 1999 and
September 30, 2000.
Notes to financial statements of the Company and
Entergy Corporation and subsidiaries. See the Annual
Reports on Form 10-K for the fiscal year ended December 31,
1999 and the Quarterly Reports on Form 10-Q for the
quarterly period ended September 30, 2000 of the Company and
Entergy (filed in File Nos. 1-2703 and 1-11299,
respectively, and incorporated herein by reference for the
above referenced financial statements and notes thereto).
Except as reflected in the Financial Statements, no
material changes not in the ordinary course of business have
taken place since September 30, 2000.
Item 7. Information as to Environmental Effects
(a) As more fully described in Item 1, the
proposed transactions subject to the jurisdiction of the
Commission relate only to the financing activities of the
Company and do not involve a major federal action having a
significant impact on the human environment.
(b) Not applicable.
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
Pre-Effective Amendment No. 1 to the Application/Declaration to
be signed on its behalf by the undersigned thereunto duly
authorized.
ENTERGY GULF STATES, INC.
By: /s/ Steven C. McNeal
Steven C. McNeal
Vice President and Treasurer
Dated: November 21, 2000
