Exhibit H- I
Form of Notice of Proposed Transactions
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- ; File No. 70- )
Filings Under the Public Utility Holding Company Act of 1935 ("Act")
ENTERGY GULF STATES, INC. ("COMPANY")
______, 2000
NOTICE OF PROPOSAL (A) TO ISSUE AND SELL FIRST MORTGAGE BONDS
("BONDS"), INCLUDING BONDS OF THE MEDIUM-TERM NOTE SERIES
("MTNS"), AND/OR DEBENTURES ("DEBENTURES") ANY OF WHICH MAY BE
SUPPORTED BY INSURANCE, AND/OR PREFERRED STOCK, CUMULATIVE, $100
PAR VALUE AND/OR PREFERRED STOCK, CUMULATIVE, WITHOUT PAR VALUE
("PREFERRED"), PREFERENCE STOCK, WITHOUT PAR VALUE
("PREFERENCE"), AND/OR PREFERRED SECURITIES OF A SPECIAL PURPOSE
PARTNERSHIP OR TRUST CREATED BY THE COMPANY ("ENTITY INTERESTS"),
AND (B) TO ENTER INTO ARRANGEMENTS FOR THE ISSUANCE OF TAX-EXEMPT
BONDS, WHICH MAY BE SECURED OR SUPPORTED BY BONDS OR MTNS OF THE
COMPANY AND/OR BANK LETTERS OF CREDIT AND/OR INSURANCE ARRANGED
FOR BY THE COMPANY, WITH THE AGGREGATE PRINCIPAL AMOUNT OF ALL
SECURITIES DESCRIBED IN (A) AND (B) ("SECURITIES") UP TO $2.2
BILLION, AND (C) TO ACQUIRE BY REDEMPTION, PURCHASE OR OTHERWISE
OUTSTANDING TAX-EXEMPT BONDS ISSUED FOR THE BENEFIT OF THE
COMPANY.
Notice is hereby given that the following filings(s)
has/have been made with the Commission pursuant to provisions of
the Act and rules promulgated thereunder. All interested persons
are referred to the application(s) and/or declarations(s) for
complete statements of the proposed transactions(s) summarized
below. The application(s) and/or declaration(s) and any
amendments thereto is/are available for public inspection through
the Commission's Office of Public Reference.
Interested persons wishing to comment or request a
hearing on the application(s) and/or declarations(s) should
submit their views in writing by October __, 2000 to the
Secretary, Securities and Exchange Commission, 450 Fifth Street,
NW, Washington, D.C. 20549, and serve a copy on the relevant
applicant(s) and/or declarant(s) at the address(es) specified
below. Proof of service (by affidavit or, in case of an attorney
at law, by certificate) should be filed with the request. Any
request for hearing shall identify specifically the issues of
fact or law that are disputed. A person who so requests will be
notified of any hearing, if ordered, and will receive a copy of
any notice or order issued in the matter. After said date, the
application(s) and/or declaration(s), as filed or as amended, may
be granted and/or permitted to become effective.
Entergy Gulf States, Inc. ("EGS"), 350 Pine Street,
Beaumont, Texas 77701, an electric utility subsidiary of Entergy
Corporation, a registered holding company, has filed an
application-declaration pursuant to Sections 6(a), 7, 9(a), 10
and 12(d) of the Act and Rules 23, 24, 42, and 44 thereunder. EGS
proposes to issue and sell and/or arrange for the issuance and
sale of securities on its behalf in an aggregate principal
amount, par value or stated amount of $2.2 billion as described
below.
EGS proposes to issue and sell one or more new series
of its first mortgage bonds ("Bonds") and/or one or more new
sub-series of the medium term note series of its first mortgage
bonds ("MTNs") and/or one or more new series of its debentures
("Debentures") from time to time through December 31, 2005. The
Bonds would be issued under EGS' Indenture of Mortgage, dated as
of September 1, 1926 and be secured pari passu with EGS' other
first mortgage bonds. The medium term note series of first
mortgage bonds was created in the Fifty-seventh Supplemental
Indenture to EGS' mortgage and is secured pari passu with other
first mortgage bonds issued thereunder. Debentures may be secured
or unsecured. Each series of Bonds, sub-series of MTNs and/or
series of Debentures will be sold at such price, will bear
interest at such rate or rates and will mature on such date (not
more than 50 years from the first day of the month of issuance)
and have such other terms as will be determined at the time of
sale. No series of Bonds, MTNs or Debentures will be sold if the
interest rate thereon would exceed 15% per annum. The price,
exclusive of accrued interest, to be paid for each series of
Bonds, MTNs and/or Debentures sold at competitive bidding will be
within a range of 95% to 105% of the principal amount of such
series or sub-series. EGS may provide an insurance policy for one
or more series of its Bonds, MTNs and/or Debentures.
EGS further proposes to issue and sell, from time to
time through December 31, 2005, one or more new series of its
preferred stock, cumulative, $100 par value, its preferred stock,
cumulative, without par value (collectively, "Preferred") and/or
its preference stock, without par value, ("Preference") and/or
preferred securities of special purpose subsidiaries ("Entity
Interests"). The price, exclusive of accumulated dividends, and
the dividend rate for each series of Preferred, Preference and/or
Entity Interests will be determined at the time of sale. The
price to be paid for any series of Preferred and/or Preference to
be sold at competitive bidding will be not less than par or
stated value and not more than 105% thereof per share plus
accumulated dividends, if any. The price to be paid for any
series of Entity Interests to be sold at competitive bidding will
be within a range of from 95% to 105% of the stated value
thereof. No series of Preferred, Preference or Entity Interests
would be sold if the dividend rate thereon would exceed 15% per
annum. Depending upon market conditions, EGS may sell one or more
series of Preferred having a par value of $100 to underwriters
for deposit with a bank or trust company ("Depositary"). The
underwriters would then receive from the Depositary and deliver
to the repurchasers in the subsequent public offering shares of
depositary preferred stock ("Depositary Preferred"), each
representing a stated fraction of a share of the new series of
Preferred. Depositary Preferred would be evidenced by depositary
receipts. Each owner of Depositary Preferred would be entitled
proportionally to all the rights and preferences of the series of
Preferred (including dividend, redemption and voting rights). A
holder of Depositary Preferred will be entitled to surrender
Depositary Preferred to the Depositary and receive the number of
whole shares of Preferred represented thereby. A holder of
Preferred will be entitled to surrender shares of Preferred to
the Depositary and receive a proportional amount of Depositary
Preferred.
EGS may issue one or more series of subordinated
debentures ("Entity Subordinated Debentures") to the issuer of
the Entity Interests (the "Issuing Entity"). The aggregate
principal amount of the Entity Subordinated Debentures is not
included in the aggregate principal amount, par value or stated
amount specified for the Securities in the caption above, but
would not exceed the aggregate stated amount of the Entity
Interests (together with EGS' equity contribution relating
thereto) to which such Entity Subordinated Debentures relate.
EGS 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
when due and/or the possible redemption, acquisition or refunding
of certain outstanding securities prior to their stated maturity
or due date.
EGS states that it may sell the Bonds, MTNs,
Debentures, Entity Interests, Preferred and/or Preference
pursuant to competitive bidding, or, in the event that EGS
determines that it would be advantageous, by a negotiated public
offering or private placement thereof and/or a sale in the case
of MTNs by means of agency arrangements, or by direct placement
with purchasers.
EGS also proposes to enter into arrangements for the
issuance and sale of tax-exempt bonds ("Tax-Exempt Bonds") and in
connection therewith, EGS proposes, from time to time through
December 31, 2005, to enter into one or more arrangements and/or
supplements thereto (each a "Facilities Agreement"), pursuant to
which one or more governmental authorities ("Issuers") may issue
one or more series of Tax-Exempt Bonds under one or more
indentures ("Indenture"). The net proceeds from the sale of Tax-
Exempt Bonds will be used to finance or refund existing
tax-exempt securities issued to finance certain facilities
including but not limited to sewage and/or solid waste disposal
or pollution control facilities.
The price to be paid to the Issuer(s) for each series
of Tax-Exempt Bonds and the interest rate, maturity and other
terms applicable thereto will be determined at the time of sale.
No series of Tax-Exempt Bonds would be sold if the fixed interest
rate or initial adjustable interest rate thereon would exceed
13%, or if subsequent interest rates for adjustable interest rate
Tax-Exempt Bonds would exceed 13%. The Tax-Exempt Bonds will
mature not earlier than one year nor later than 50 years from the
date of issuance. Each series may be subject to redemption and/or
sinking fund provisions.
EGS may arrange for one or more irrevocable letter(s)
of credit from a bank, in favor of the trustee for one or more
series of Tax-Exempt Bonds. EGS would enter into a letter of
credit and reimbursement agreement ("Reimbursement Agreement")
with the bank under which EGS would agree to reimburse the bank
for amounts drawn under the letter of credit and to pay certain
fees, including up-front fees.
In addition, or as an alternative to a letter of
credit, EGS may (1) provide an insurance policy for one or more
series of Tax-Exempt Bonds, and/or (2) obtain authentication of
one or more new series of its Bonds or MTNs ("Collateral
Securities") to be issued under EGS' mortgage and delivered to
the trustee or the bank to evidence and support EGS' obligations
under the Facilities Agreement or the Reimbursement Agreement.
The terms of the Collateral Securities will correspond to the
terms of the related Tax-Exempt Bonds. The Collateral Securities
would not be included in the aggregate principal amount, par
value or stated amount specified for the Securities in the
caption above, but would not exceed the aggregate principal
amount of the Tax-Exempt Bonds to which they relate by more than
13%.
In addition to any acquisitions, retirements or
redemptions of its outstanding securities that may be effected by
the Company pursuant to the exemptions set forth in Rule 42 under
the Act or other rules or Orders of the Commission in effect from
time to time, EGS proposes to use the proceeds from the sale of
the Bonds, MTNs, Debentures, Preferred, Preference and/or Tax-
Exempt Bonds, together with other available funds to acquire,
through tender offers or otherwise, at any time, or from time to
time, through December 31, 2005, in whole or in part, prior to
their respective maturities, one or more series of outstanding
tax-exempt bonds heretofore issued for the benefit of EGS.
EGS states that it shall not use the proceeds from the
sale of Bonds, MTNs, Debentures, Entity Interests, Preferred,
Preference and/or Tax-Exempt Bonds to enter into refinancing
transactions unless: (1) the estimated present value savings
derived from the net difference between interest or dividend
payments on a new issue of comparable securities and those
securities refunded is, on an after-tax basis, greater than the
present value of all repurchasing, redemption, tendering and
issuing costs, assuming an appropriate discount rate, determined
on the basis of the then estimated after-tax cost of capital of
EGS; or (2) EGS shall have notified the Commission of the
proposed refinancing transaction (including the terms thereof)
and obtained appropriate authorization to consummate the
transaction.
For the Commission, by the Division of Investment
Management, pursuant to delegated authority.
Jonathan G. Katz
Secretary
