File No. 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM U-1
APPLICATION-DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
__________________________________
Louisiana Power & Light Company
639 Loyola Avenue
New Orleans, Louisiana 70113
(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)
________________________________
William J. Regan, Jr.
Vice President and Treasurer
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, Louisiana 70113
________________________________
The Commission is also requested to send copies of any
communications in connection with this matter to:
Laurence M. Hamric, Esq. John T. Hood, Esq.
Entergy Services, Inc. Reid & Priest LLP
639 Loyola Avenue 40 West 57th Street
New Orleans, Louisiana 70113 New York, New York 10019
<PAGE>
Item 1. Description of Proposed Transactions.
Louisiana Power & Light Company ("Company"), a
subsidiary of Entergy Corporation ("Entergy"), a registered
holding company under the Public Utility Holding Company Act of
1935, as amended ("Holding Company Act"), proposes to cause First
National Bank of Commerce, as owner trustee of the three separate
trusts described below ("Owner Trustee"), to issue not in excess
of $326,000,000 in the aggregate of secured lease obligation
bonds in one or more separate series ("Refunding Bonds") through
December 31, 1997. The Refunding Bonds will be issued under the
three Indentures of Mortgage and Deeds of Trust, dated as of
September 1, 1989, as heretofore and hereafter amended and
supplemented, among the Owner Trustee, the Company and the
corporate and individual trustees named therein, or a comparable
instrument or instruments (each an "Indenture" and collectively,
"Indentures"), in order to refund the secured lease obligation
bonds issued in 1989, as described below ("Original Bonds").
Each series of Refunding Bonds will have such interest
rate, maturity date, redemption and sinking fund provisions, be
secured by such means, be sold in such manner and at such price
and have such other terms and conditions as shall be determined
through negotiation at the time of sale or when the agreement to
sell is entered into, as the case may be. No series of Refunding
Bonds will be issued at rates in excess of those rates generally
obtainable at the time of pricing for sales of bonds having the
same or reasonably similar maturities, issued by companies of the
same or reasonably comparable credit quality and having
reasonably similar terms, conditions and features. Each series
of Refunding Bonds will mature not later than July 2, 2017.
On September 28, 1989, the Company sold to and leased
back from three separate trusts acting as lessors ("Lessors"),
for the benefit of an owner participant (the "Owner
Participant"), on a long-term net lease basis pursuant to three
separate facility leases ("Leases"), an approximate 9.3%
aggregate ownership interest ("Undivided Interests") in Unit No.
3 (nuclear) of the Waterford Steam Electric Generating Station
("Waterford 3") in three substantially identical, but entirely
separate, transactions. The Owner Trustee acts as the trustee
for each of these trusts. The Company now has an approximate
90.7% undivided ownership interest and an approximate 9.3%
leasehold interest in Waterford 3.
The aggregate purchase price of the Undivided Interests
was $353,600,000, of which approximately $43,603,000 was provided
by the equity contributions of the Owner Participant in each of
the three Lessor trusts and approximately $309,997,000 was
provided by the issuance of the Original Bonds by the Owner
Trustee in an underwritten public offering. The Original Bonds
consist of three separate series of secured lease obligation
bonds bearing interest at an annual rate of 10.30% and maturing
on January 2, 2005 issued in a combined aggregate principal
amount of $140,452,000 ("2005 Bonds"), and three separate series
of secured lease obligation bonds bearing interest at an annual
rate of 10.67% and maturing on January 2, 2017 issued in a
combined aggregate principal amount of $169,545,000 ("2017
Bonds"). Reference is made to File No. 70-7653 and Commission
orders dated September 26, 1989 and September 27, 1989 (Release
No. 35-24956 and 35-24958) for further information concerning
these prior transactions.
The 2005 Bonds were first optionally redeemable on July
2, 1994 and are currently redeemable at 104.120% of their
principal amount. The 2017 Bonds were first optionally
redeemable on July 2, 1994 and are currently redeemable at
107.469% of their principal amount.
The Refunding Bonds will be structured and issued under
the documents and pursuant to the procedures applicable to the
issuance of the Original Bonds, or comparable documents having
similar terms and provisions. Reference is made to File No. 70-
7653 for a description of the terms, provisions and issuance
procedures relating to the Original Bonds.
The proceeds from the sale of the Refunding Bonds,
together with any funds provided by the Company and/or the Owner
Participant, will be applied to the cost of redeeming the
Original Bonds and, in addition, may be applied to pay a portion
of the transaction expenses incurred in issuing the Refunding
Bonds and a portion of the premium on the Original Bonds.
The Company is unconditionally obligated to make
payments under the Leases in amounts that will provide for
scheduled payments, when due, of the principal of and interest on
the Refunding Bonds. Upon refunding of the Original Bonds,
amounts payable by the Company under the Leases will be adjusted
pursuant to the terms of supplements to the Leases, which
supplements will be entered into at that time. In the event that
the Owner Participant elects to provide an additional equity
investment to pay a portion of the transaction costs incurred in
issuing the Refunding Bonds or a portion of the premium on the
Original Bonds, the adjustment of the amounts payable by the
Company under the Leases will reflect such additional equity
investment.
The Refunding Bonds will not be direct obligations of,
or guaranteed by, the Company. However, under certain
circumstances the Company may assume all, or a portion of, the
obligations of the issuer of the Refunding Bonds. Each Refunding
Bond will be secured by, among other things, (a) a lien on and
security interest in the Undivided Interest of the Lessor issuing
such Refunding Bond and (b) certain other amounts payable by the
Company thereunder.
The Refunding Bonds are to be issued in fully
registered form without coupons. Interest on the Refunding Bonds
of each series will be payable January 2 and July 2 of each year,
commencing with the interest payment date next following the
initial issuance of the Refunding Bonds. The Refunding Bonds may
be redeemed if any Lease is to be terminated prior to the end of
the basic lease term provided for therein.
Upon the occurrence of certain Events of Default under
an Indenture ("Indenture Events of Default"), the trustee
thereunder may declare the Refunding Bonds to be immediately due
and payable. However, no such declaration can be made in the
case of any Indenture Event of Default that results from a
failure by the Company to make a payment of rent under the
related Lease until such time as the Lessor under such Lease has
been given the opportunity to exercise its rights, if any, and
cure such Indenture Event of Default.
The Refunding Bonds may also include provisions for
redemption, in whole or in part, prior to maturity at the option
of the Owner Trustee and may include various restrictions on
optional redemption for a specified number of years or for the
life of the issue. In addition, the Refunding Bonds may include
provisions for the mandatory retirement of all or varying amounts
of each series prior to maturity.
Refunding Bonds of any series, or any portion of the
principal amount thereof, will, on or prior to the maturity
thereof, be deemed to have been paid for purposes of the
Indenture, and the entire indebtedness of the Owner Trustee in
respect thereof will be deemed to have been satisfied and
discharged, if there shall have been irrevocably deposited with
the trustee under the Indenture, in trust, money, and/or certain
government securities the principal of and interest on which when
due will provide money, in an amount which will be sufficient to
pay when due the principal of and premium, if any, and interest
due and to become due on such Refunding Bonds or portions thereof
on and prior to the stated maturity or redemption date thereof.
As an alternative to sale of the Refunding Bonds by the
Owner Trustee, the Company may arrange for formation of a funding
corporation to sell the Refunding Bonds. If this structure were
used, the proceeds of the sale of the Refunding Bonds would be
loaned by the funding corporation to the Lessors, which would
issue notes ("Lessor Notes") to the funding corporation to
evidence the loans and secure the Refunding Bonds, and the
Lessors would apply the proceeds of the loans to repay the
Original Bonds. The terms of the Lessor Notes and the indentures
under which they would be issued would reflect the redemption and
other terms of the Refunding Bonds. The Company's rental
payments would be used to pay principal of and interest on the
Lessor Notes, which amounts would, in turn, be used to provide
payments on Refunding Bonds when due. The Refunding Bonds would
be secured by the Lessor Notes, which would be secured by a lien
on and security interest in the Undivided Interests and by
certain rights under the Leases, as described above.
As an alternative to utilizing Refunding Bonds issued
by the Owner Trustee or a funding corporation, the Company may
choose to utilize a trust structure in which the Lessors would
issue Lessor Notes to one or more passthrough trusts and the
trusts would issue certificates evidencing ownership interests in
the trusts. If such a structure is utilized, the debt terms of
the Refunding Bonds described herein would generally be
comparable to the terms of the Lessor Notes and the indentures
under which they would be issued.
For further information with respect to the transaction
documents related to the issuance of the Refunding Bonds
described herein, reference is made to Exhibits A-1 to A-3 and B-
1 to B-4.
The Company may cause any series of the Refunding Bonds
or trust certificates to be sold by competitive bidding or by
negotiated underwritten public offering or by private placement
with institutional investors.
In connection with any private placement of
unregistered Refunding Bonds, the Company may be required to
enter into a registration rights agreement wherein the Company
would agree to use its best efforts to either cause the
Commission to declare effective a shelf registration statement
covering resales of the Refunding Bonds or the exchange of such
unregistered Refunding Bonds for other bonds ("Exchange Bonds")
that would have been registered under the Securities Act of 1933.
The Company anticipates that any such registration rights
agreement would provide that failure to cause such a registration
of the Refunding Bonds for resale or an exchange offer to be
completed within a negotiated time period could result in an
increase in the interest rate on the Refunding Bonds of the lower
of 0.5% per annum or those incremental rate increases generally
obtainable at the time of pricing for sales of bonds having the
same or reasonably similarly maturities, issued by companies of
the same or reasonably comparable credit-quality and having
reasonably similar terms, conditions and features. In the event
of such an increase in the interest rate, rent payable under the
Lease would correspondingly increase by an amount equal to the
increase in interest.
Any Exchange Bonds would be substantially identical to
the Refunding Bonds except that such Exchange Bonds would not
contain a legend as to Securities Act and state law restrictions
on transferability or the provisions providing for an increase in
interest rate if an appropriate registration has not occurred.
In view of the possibility that the Company may privately place
the Refunding Bonds and enter into such a registration rights
agreement, the Company also hereby seeks authorization to take
such action as may be necessary or desirable in connection with
the Owner Trustee's issuance of such Exchange Bonds.
The Company shall not cause the Owner Trustee to sell
the Refunding Bonds or the trust certificates to enter into
refinancing transactions unless (a) the estimated present value
savings derived from the net difference between interest 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 redemption and issuing costs, assuming an
appropriate discount rate, determined on the basis of the then
estimated after-tax cost of capital of Entergy and its
subsidiaries on a consolidated basis, or (b) the Company shall
have notified the Commission of the proposed refinancing
transaction (including the terms thereof) by amendment hereto and
obtained appropriate supplemental authorization from the
Commission to consummate such transaction.
Pursuant to the terms of the separate participation
agreements entered into in 1989 in connection with the sale of
the Undivided Interests, the Company issued three separate
promissory notes to the Owner Participant in an aggregate
principal amount equal to the higher of the maximum net casualty
value and the maximum net special casualty value payable under
the Leases during the basic lease term (approximately $208
million). Refinancing the Original Bonds through the means
described in this proceeding could, in some circumstances, cause
an increase in these values and therefore require an increase in
the principal amount of the related promissory notes. Further,
the Company was required to collateralize its obligations to the
Owner Participant by delivering first mortgage bonds in a
principal amount equal to that of the promissory notes (the
issuance of which was approved by the Commission in Rel. No. 35-
24956, September 26, 1989). To the extent that the refinancing
described herein would necessitate the issuance of promissory
notes and first mortgage bonds in a principal amount greater than
that previously authorized, the Company also seeks authorization
of such increases.
The proceeds to be received from the issuance and sale
of the Refunding Bonds will not be used to invest directly or
indirectly in an exempt wholesale generator ("EWG") or foreign
utility company ("FUCO"), as defined in Sections 32 or 33,
respectively, of the Holding Company Act. In addition, 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 the EWG investments of Entergy and its
consolidated subsidiaries (the "Entergy System") will be supplied
by amendment.
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 other 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.
The Entergy System's "aggregate investment" in EWGs and
FUCOs is approximately $197 million, representing approximately
9.7% of the Entergy System's consolidated retained earnings as of
September 30, 1995. Furthermore, the Entergy System 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 the Entergy System's 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.
Item 2. Fees, Commissions and Expenses.
The fees, commissions and expenses, other than those of
underwriters, to be incurred in connection with the issuance and
sale of the Refunding Bonds will be supplied by amendment.
The fees, commissions and expenses of underwriters or
placement agents expected to be incurred with respect to the
Refunding Bonds will not exceed the lesser of 2% of the principal
amount of the Refunding Bonds to be sold or those fees generally
paid at the time of pricing for sales of securities having the
same or reasonably comparable credit quality and having
reasonably similar terms, conditions and features.
Item 3. Applicable Statutory Provisions.
The Company believes that Sections 6(a) and 7 of the
Holding Company Act and Rules 23 and 24 thereunder apply to the
contingent obligation with respect to the Refunding Bonds and
trust certificates.
Item 4. Regulatory Approval.
No Federal or state commission, other than the
Commission, has jurisdiction over the transactions proposed in
this Application-Declaration.
Item 5. Procedure.
The Company requests that the Commission's notice of
proposed transactions published pursuant to Rule 23(e) be issued
by January 10, 1996, or as soon thereafter as practicable. The
Company further requests that the Commission's order authorizing
the transactions proposed in this proceeding be entered by
February 5, 1996 or as soon thereafter as practicable.
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 period between
the issuance of the Commission's order and the date it is to
become effective.
Item 6. Exhibits and Financial Statements.
(a) Exhibits:
*A-1(a) Indenture of Mortgage and Deed of Trust No. 1, dated as
of September 1, 1989, among the Owner Trustee, the
Company, and Bankers Trust Company and Stanley Burg as
trustees ("Indenture No. 1") (filed as Exhibit 4(a)-1
in Registration No. 33-30660).
*A-1(b) Indenture of Mortgage and Deed of Trust No. 2, dated as
of September 1, 1989, among the Owner Trustee, the
Company, and Bankers Trust Company of California,
National Association, and Cecil D. Bobey as trustees
("Indenture No. 2") (filed as Exhibit 4(a)-2 in
Registration No. 33-30660).
*A-1(c) Indenture of Mortgage and Deed of Trust No. 3, dated as
of September 1, 1989, among the Owner Trustee, the
Company, and Security Pacific National Trust Company
(New York) and Kenneth T. McGraw as trustees
("Indenture No. 3") (filed as Exhibit 4(a)-3 in
Registration No. 33-30660).
*A-2(a) Supplemental Indenture No. 1 to Indenture No. 1 (filed
as Exhibit A-2(b)(1) to Rule 24 Certificate in File No.
70-7653).
*A-2(b) Supplemental Indenture No. 1 to Indenture No. 2 (filed
as Exhibit A-2(b)(2) to Rule 24 Certificate in File No.
70-7653).
*A-2(c) Supplemental Indenture No. 1 to Indenture No. 3 (filed
as Exhibit A-2(b)(3) to Rule 24 Certificate in File No.
70-7653).
**A-3 Proposed form of Supplemental Indenture No. 2 to each
of Indenture Nos. 1, 2 and 3.
**A-4 Proposed form of Registration Rights Agreement.
*B-1(a) Participation Agreement No. 1 among ESSL 2, Inc. as
Owner Participant ("Owner Participant"), the Owner
Trustee, the Company and Bankers Trust Company and
Stanley Burg as Indenture trustees (filed as Exhibit
4(d)-1 in Registration No. 33-30660).
*B-1(b) Participation Agreement No. 2 among the Owner
Participant, the Owner Trustee, the Company and Bankers
Trust Company of California, National Association, and
Cecil D. Bobey as Indenture trustees (filed as Exhibit
4(d)-2 in Registration No. 33-30660).
*B-1(c) Participation Agreement No. 3 among the Owner
Participant, the Owner Trustee, the Company and
Security Pacific National Trust Company (New York) and
Kenneth T. McGraw as Indenture trustees (filed as
Exhibit 4(d)-3 in Registration No. 33-30660).
*B-2(a) Facility Lease No. 1 between the Owner Trustee and the
Company (filed as Exhibit 4(c)-1 in Registration No. 33-
30660).
*B-2(b) Facility Lease No. 2 between the Owner Trustee and the
Company (filed as Exhibit 4(c)-2 in Registration No. 33-
30660).
*B-2(c) Facility Lease No. 3 between the Owner Trustee and the
Company (filed as Exhibit 4(c)-3 in Registration No. 33-
30660).
**B-3 Proposed form of Lease Supplement No. 1 to each of
Facility Lease Nos. 1, 2 and 3.
*B-4 Trust Agreements No. 1, 2 and 3 between the Owner
Participant and the Owner Trustee (filed as Exhibit No.
B-3(b) in File No. 70-7653).
**B-5 Proposed form of Underwriting Agreement or Placement
Agreement.
**C Registration Statement on Form S-3 relating to the
Refunding Bonds.
D Not applicable.
E Not applicable.
**F-1 Opinion of Laurence M. Hamric, General Attorney -
Corporate and Securities of Entergy Services, Inc.
G Financial Data Schedule.
H Suggested form of notice of proposed transactions
for publication in the Federal Register.
(b) Financial Statements.
Financial Statements of the Company and of Entergy
and its subsidiaries consolidated, each as of September
30, 1995.
Notes to Financial Statements (included in the
Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 and the Quarterly Reports on Form 10-
Q for the quarterly periods ended March 31, 1995, June
30, 1995 and September 30, 1995 of the Company and
Entergy in File Nos. 1-8474 and 1-11299, respectively,
and incorporated herein by reference).
Except as reflected in the Financial Statements,
no material changes not in the ordinary course of
business have taken place since September 30, 1995.
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
involve the refunding of indebtedness related to the sale and
leaseback by the Company of a portion of its interest in
Waterford 3 and certain related activities and, as such, do not
involve a major Federal action having a significant impact on the
human environment.
(b) Not applicable.
- ----------
* Incorporated herein by reference.
** To be filed by amendment.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned company has duly
caused this Application-Declaration to be signed on its behalf by
the undersigned thereunto duly authorized.
LOUISIANA POWER & LIGHT COMPANY
By: /s/ William J. Regan, Jr.
William J. Regan, Jr.
Vice President and Treasurer
Dated: January 5, 1996
<TABLE>
<CAPTION>
LOUISIANA POWER & LIGHT COMPANY
PRO FORMA BALANCE SHEET
SEPTEMBER 30, 1995
(Unaudited)
Adjustments to Reflect
Transactions Proposed
-----------------------------------------------------------
Before In Present After
ASSETS Transaction Filing Transaction
------------------- ------------------- -------------------
(In Thousands)
<S> <C> <C> <C>
Utility Plant:
Electric $ 4,864,083 $ 4,864,083
Electric plant under lease 229,468 229,468
Construction work in progress 74,130 74,130
Nuclear fuel under capital lease 69,267 69,267
Nuclear fuel 14,049 14,049
------------------- ------------------- -------------------
Total 5,250,997 5,250,997
Less - accumulated depreciation
and amortization 1,706,469 1,706,469
------------------- ------------------- -------------------
Utility plant - net 3,544,528 3,544,528
------------------- ------------------- -------------------
Other Property and Investments:
Nonutility property 20,060 20,060
Decommissioning trust fund 33,953 33,953
Investment in subsidiary company - at equity 14,230 14,230
Other 1,087 1,087
------------------- ------------------- -------------------
Total 69,330 69,330
------------------- ------------------- -------------------
Current Assets:
Cash and cash equivalents:
Cash 3,720 (3,720) 0
Temporary cash investments - at cost,
which approximates market -
Associated companies 5,880 5,880
Other 62,990 (17,946) 45,044
------------------- ------------------- -------------------
Total cash and cash equivalents 72,590 (21,666) 50,924
Accounts receivable:
Customer (less allowance for
doubtful accounts of $1.2 million) 103,913 103,913
Associated companies 8,278 8,278
Other 9,206 9,206
Accrued unbilled revenues 73,132 73,132
Accumulated deferred income taxes 6,079 6,079
Materials and supplies - at average cost 90,342 90,342
Rate deferrals 28,422 28,422
Prepayments and other 14,931 14,931
------------------- ------------------- -------------------
Total 406,893 (21,666) 385,227
------------------- ------------------- -------------------
Deferred Debits and Other Assets:
Regulatory Assets:
Rate deferrals 3,945 3,945
SFAS 109 regulatory asset - net 373,257 373,257
Unamortized loss on reacquired debt 40,508 21,321 61,829
Other regulatory assets 23,981 23,981
Other 25,989 345 26,334
------------------- ------------------- -------------------
Total 467,680 21,666 489,346
------------------- ------------------- -------------------
TOTAL $ 4,488,431 $ 0 $ 4,488,431
=================== =================== ===================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOUISIANA POWER & LIGHT COMPANY
PRO FORMA BALANCE SHEET
SEPTEMBER 30, 1995
(Unaudited)
Adjustments to Reflect
Transactions Proposed
-----------------------------------------------------------
Before In Present After
CAPITALIZATION AND LIABILITIES Transaction Filing Transaction
------------------- ------------------- -------------------
(In Thousands)
<S> <C> <C> <C>
Capitalization:
Common stock, no par value, authorized
250,000,000 shares; issued and
outstanding 165,173,180 shares $ 1,088,900 $ 1,088,900
Capital stock expense and other (4,835) (4,835)
Retained earnings 145,206 145,206
------------------- ------------------- -------------------
Total common shareholder's equity 1,229,271 1,229,271
Preferred stock:
Without sinking fund 160,500 160,500
With sinking fund 100,009 100,009
Long-term debt 1,368,386 1,368,386
------------------- ------------------- -------------------
Total 2,858,166 2,858,166
------------------- ------------------- -------------------
Other Noncurrent Liabilities:
Obligations under capital leases 41,267 41,267
Other 53,679 53,679
------------------- ------------------- -------------------
Total 94,946 94,946
------------------- ------------------- -------------------
Current Liabilities:
Currently maturing long-term debt 110,260 110,260
Notes payable:
Associated companies 0 0
Other 0 0
Accounts payable:
Associated companies 45,239 45,239
Other 57,016 57,016
Customer deposits 56,363 56,363
Taxes accrued 82,284 82,284
Interest accrued 37,755 37,755
Dividends declared 5,239 5,239
Deferred fuel cost 1,161 1,161
Obligations under capital leases 28,000 28,000
Other 13,718 13,718
------------------- ------------------- -------------------
Total 437,035 437,035
------------------- ------------------- -------------------
Deferred Credits:
Accumulated deferred income taxes 862,417 862,417
Accumulated deferred investment
tax credits 146,977 146,977
Deferred interest - Waterford 3 lease obligation 25,146 25,146
Other 63,744 63,744
------------------- ------------------- -------------------
Total 1,098,284 1,098,284
------------------- ------------------- -------------------
TOTAL $ 4,488,431 $ 0 $ 4,488,431
=================== =================== ===================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOUISIANA POWER & LIGHT COMPANY
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED SEPTEMBER 30, 1995
(Unaudited)
Adjustments to Reflect
Transactions Proposed
-----------------------------------------------------------
Before In Present After
Transaction Filing Transaction
------------------- ------------------- -------------------
(In Thousands)
<S> <C> <C> <C>
Operating Revenues: $ 1,668,695 $ $ 1,668,695
------------------- ------------------- -------------------
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses 301,724 301,724
Purchased power 338,702 338,702
Nuclear refueling outage expenses 18,066 18,066
Other operation and maintenance 304,607 304,607
Depreciation and decommissioning 158,281 158,281
Taxes other than income taxes 56,549 56,549
Income taxes 87,946 87,946
Amortization of rate deferrals 28,422 28,422
------------------- ------------------- -------------------
Total 1,294,297 1,294,297
------------------- ------------------- -------------------
Operating Income 374,398 374,398
------------------- ------------------- -------------------
Other Income (Deductions):
Allowance for equity funds used
during construction 2,158 2,158
Miscellaneous - net 2,178 2,178
Income taxes (34) (34)
------------------- ------------------- -------------------
Total 4,302 4,302
------------------- ------------------- -------------------
Interest Charges:
Interest on long-term debt 130,380 130,380
Other interest - net 6,959 6,959
Allowance for borrowed funds used
during construction (1,964) (1,964)
------------------- ------------------- -------------------
Total 135,375 135,375
------------------- ------------------- -------------------
Net Income 243,325 243,325
Preferred Stock Dividend Requirements
and Other 21,828 21,828
------------------- ------------------- -------------------
Earnings Applicable to Common Stock $ 221,497 $ 0 $ 221,497
=================== =================== ===================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOUISIANA POWER & LIGHT COMPANY
PRO FORMA STATEMENT OF RETAINED EARNINGS
TWELVE MONTHS ENDED SEPTEMBER 30, 1995
(Unaudited)
Adjustments to Reflect
Transactions Proposed
-----------------------------------------------------------
Before In Present After
Transaction Filing Transaction
------------------- ------------------- -------------------
(In Thousands)
<S> <C> <C> <C>
Retained Earnings - October 1, 1994 $ 134,409 $ $ 134,409
Add
Net Income 243,325 243,325
------------------- ------------------- -------------------
Total 377,734 377,734
------------------- ------------------- -------------------
Deduct:
Dividends declared on common stock 210,700 210,700
Dividends declared on preferred stock 21,134 21,134
Preferred stock expense 694 694
------------------- ------------------- -------------------
Total 232,528 232,528
------------------- ------------------- -------------------
Retained Earnings - September 30, 1995 $ 145,206 $ 0 $ 145,206
=================== =================== ===================
</TABLE>
<PAGE>
LOUISIANA POWER & LIGHT COMPANY
ADJUSTMENTS TO REFLECT TRANSACTIONS PROPOSED IN PRESENT FILING
AT SEPTEMBER 30, 1995
Entry No. 1
Unamortized loss on reacquired debt 21,321
Unamortized debt expense 2,871
Cash 18,450
To record early redemption of Secured Lease Obligation Bonds, at
various maturity dates and at various interest rates.
Entry No. 2
Unamortized debt expense 3,216
Cash 3,216
To record the initial expenses incurred in connection with issuance of
refunding bonds of Owner Participant.
Entry No. 3
Cash 17,946
Temporary Cash Investments 17,946
To reclass negative cash balance.
The effect of the refinancing on future lease payments cannot be determined,
therefore, the pro forma financial statements do not show the effect of the
refinancing on future lease payments. However, as stated in the U-1, LP&L
will not enter into the refinancing transactions "unless (a) the estimated
present value savings derived from the net difference between interest
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
redemption and issuing costs, assuming an appropriate discount rate,
determined on the basis of the then estimated after-tax cost of capital of
Entergy and its subsidiaries on a consolidated basis, or (b) the Company
shall have notified the Commission of the proposed refinancing transaction
amendment and obtained appropriate supplemental authorization from the
Commission."
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1995
(Unaudited)
Adjustments to Reflect
Transactions Proposed
-------------------------------------------------------------
Before In Present After
ASSETS Transaction Filing Transaction
------------------- ------------------- -------------------
(In Thousands)
<S> <C> <C> <C>
Utility Plant:
Electric $ 21,603,761 $ 21,603,761
Plant acquisition adjustment - GSU 475,756 475,756
Electric plant under lease 672,725 672,725
Property under capital leases - electric 151,640 151,640
Natural gas 165,483 165,483
Steam products 77,414 77,414
Construction work in progress 415,242 415,242
Nuclear fuel under capital lease 311,072 311,072
Nuclear fuel 60,633 60,633
------------------- ------------------- -------------------
Total 23,933,726 23,933,726
Less - accumulated depreciation
and amortization 8,131,661 8,131,661
------------------- ------------------- -------------------
Utility plant - net 15,802,065 15,802,065
------------------- ------------------- -------------------
Other Property and Investments:
Decommissioning trust fund 256,180 256,180
Other 273,883 273,883
------------------- ------------------- -------------------
Total 530,063 530,063
------------------- ------------------- -------------------
Current Assets:
Cash and cash equivalents:
Cash 97,486 (21,666) 75,820
Temporary cash investments - at cost,
which approximates market 621,546 621,546
------------------- ------------------- -------------------
Total cash and cash equivalents 719,032 (21,666) 697,366
Special deposits 5,772 5,772
Notes receivable 15,194 15,194
Accounts receivable:
Customer (less allowance for
doubtful accounts of $6.7 million) 414,177 414,177
Other 83,314 83,314
Accrued unbilled revenues 334,744 334,744
Deferrred fuel 6,495 6,495
Fuel inventory 127,050 127,050
Materials and supplies - at average cost 372,605 372,605
Rate deferrals 412,952 412,952
Prepayments and other 122,494 122,494
------------------- ------------------- -------------------
Total 2,613,829 (21,666) 2,592,163
------------------- ------------------- -------------------
Deferred Debits and Other Assets:
Regulatory Assets:
Rate deferrals 1,142,811 1,142,811
SFAS 109 regulatory asset - net 1,429,652 1,429,652
Unamortized loss on reacquired debt 223,717 21,321 245,038
Other regulatory assets 292,248 292,248
Long-term receivables 224,789 224,789
Other 337,442 345 337,787
------------------- ------------------- -------------------
Total 3,650,659 21,666 3,672,325
------------------- ------------------- -------------------
TOTAL $ 22,596,616 $ 0 $ 22,596,616
=================== =================== ===================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1995
(Unaudited)
Adjustments to Reflect
Transactions Proposed
-------------------------------------------------------------
Before In Present After
CAPITALIZATION AND LIABILITIES Transaction Filing Transaction
------------------- ------------------- -------------------
(In Thousands)
<S> <C> <C> <C>
Capitalization:
Common stock, $.01par value, authorized
500,000,000 shares; issued 230,017,485
shares $ 2,300 $ 2,300
Paid-in capital 4,201,435 4,201,435
Retained earnings 2,396,953 2,396,953
Less - treasury stock (2,261,318 shares in 1995) 67,122 67,122
------------------- ------------------- -------------------
Total common shareholders' equity 6,533,566 6,533,566
Subsidiary's preference stock 150,000 150,000
Subsidiaries preferred stock:
Without sinking fund 550,955 550,955
With sinking fund 260,342 260,342
Long-term debt 6,749,860 6,749,860
------------------- ------------------- -------------------
Total 14,244,723 14,244,723
------------------- ------------------- -------------------
Other Noncurrent Liabilities:
Obligations under capital leases 308,068 308,068
Other 321,247 321,247
------------------- ------------------- -------------------
Total 629,315 629,315
------------------- ------------------- -------------------
Current Liabilities:
Currently maturing long-term debt 667,375 667,375
Notes payable 648 648
Accounts payable 400,464 400,464
Customer deposits 138,851 138,851
Taxes accrued 312,292 312,292
Accumulated deferred income taxes 60,844 60,844
Interest accrued 187,871 187,871
Dividends declared 12,942 12,942
Deferred fuel cost 0 0
Obligations under capital leases 152,968 152,968
Reserve for rate refund 5,287 5,287
Other 257,324 257,324
------------------- ------------------- -------------------
Total 2,196,866 2,196,866
------------------- ------------------- -------------------
Deferred Credits:
Accumulated deferred income taxes 3,892,970 3,892,970
Accumulated deferred investment
tax credits 658,038 658,038
Other 974,704 974,704
------------------- ------------------- -------------------
Total 5,525,712 5,525,712
------------------- ------------------- -------------------
TOTAL $ 22,596,616 $ 0 $ 22,596,616
=================== =================== ===================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORTAION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
TWELVE MONTHS ENDED SEPTEMBER 30, 1995
(Unaudited)
Adjustments to Reflect
Transactions Proposed
-------------------------------------------------------------
Before In Present After
Transaction Filing Transaction
------------------- ------------------- -------------------
(In Thousands)
<S> <C> <C> <C>
Operating Revenues:
Electric $ 5,873,075 $ 5,873,075
Natural gas 100,871 100,871
Steam Products 47,075 47,075
------------------- ------------------- -------------------
Total 6,021,021 6,021,021
------------------- ------------------- -------------------
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses 1,409,498 1,409,498
Purchased power 329,359 329,359
Nuclear refueling outage expenses 87,584 87,584
Other operation and maintenance 1,428,490 1,428,490
Depreciation and decommissioning 684,038 684,038
Taxes other than income taxes 296,546 296,546
Income taxes 205,176 205,176
Amortization of rate deferrals 412,297 412,297
------------------- ------------------- -------------------
Total 4,852,988 4,852,988
------------------- ------------------- -------------------
Operating Income 1,168,033 1,168,033
------------------- ------------------- -------------------
Other Income (Deductions):
Allowance for equity funds used
during construction 9,683 9,683
Miscellaneous - net 17,517 17,517
Income taxes 15,548 15,548
------------------- ------------------- -------------------
Total 42,748 42,748
------------------- ------------------- -------------------
Interest Charges:
Interest on long-term debt 643,701 643,701
Other interest - net 30,687 30,687
Allowance for borrowed funds used
during construction (8,723) (8,723)
Preferred dividend requirements 79,399 79,399
------------------- ------------------- -------------------
Total 745,064 745,064
------------------- ------------------- -------------------
Net Income $ 465,717 $ $ 465,717
=================== =================== ===================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF RETAINED EARNINGS
TWELVE MONTHS ENDED SEPTEMBER 30, 1995
(Unaudited)
Adjustments to Reflect
Transactions Proposed
-------------------------------------------------------------
Before In Present After
Transaction Filing Transaction
------------------- ------------------- -------------------
(In Thousands)
<S> <C> <C> <C>
Retained Earnings - October 1, 1994 $ 2,345,156 $ 2,345,156
Add
Net Income 465,717 465,717
------------------- ------------------- -------------------
Total 2,810,873 2,810,873
------------------- ------------------- -------------------
Deduct:
Dividends declared on common stock 409,647 409,647
Common Stock requirements 1,640 1,640
Capital stock and other expenses 2,633 2,633
------------------- ------------------- -------------------
Total 413,920 413,920
------------------- ------------------- -------------------
Retained Earnings - September 30, 1995 $ 2,396,953 $ 0 $ 2,396,953
=================== =================== ===================
</TABLE>
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED
ADJUSTMENTS TO REFLECT TRANSACTIONS PROPOSED IN PRESENT FILING
AT SEPTEMBER 30, 1995
Entry No. 1
Unamortized loss on reacquired debt 21,321
Unamortized debt expense 2,871
Cash 18,450
To record early redemption of Secured Lease Obligation Bonds, at
various maturity dates and at various interest rates.
Entry No. 2
Unamortized debt expense 3,216
Cash 3,216
To record the initial expenses incurred in connection with issuance of
refunding bonds of Owner Participant.
The effect of the refinancing on future lease payments cannot be determined,
therefore, the pro forma financial statements do not show the effect of the
refinancing on future lease payments. However, as stated in the U-I, LP&L
will not enter into the refinancing transactions "unless (a) the estimated
present value savings derived from the net difference between interest
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
redemption and issuing costs, assuming an appropriate discount rate,
determined on the basis of the then estimated after-tax cost of capital of
Entergy and its subsidiaries on a consolidated basis, or (b) the Company
shall have notified the Commission of the proposed refinancing transaction
amendment and obtained appropriate supplemental authorization from the
Commission."
EXHIBIT-H
Form of Notice of Proposed Transactions
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- )
Filings Under the Public Utility
Holding Company Act of 1935 ("Act")
January 5, 1996
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 , 1995 to the Secretary,
Securities and Exchange Commission, 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.
Louisiana Power & Light Company (70- )
Louisiana Power & Light Company ("LP&L"), 639 Loyola
Avenue, New Orleans, Louisiana 70113, an electric utility
subsidiary of Entergy Corporation, a registered holding company,
has filed an application-declaration pursuant to Sections 6(a)
and 7 of the Act.
Pursuant to Commission orders dated September 26, 1989
and September 27, 1989 (HCAR Nos. 24956 and 24958), on
September 28, 1989, LP&L sold to and leased back from three
separate trusts acting as lessors ("Lessors"), for the benefit of
an owner participant (the "Owner Participant"), on a long-term
net lease basis pursuant to three separate facility leases
("Leases"), an approximate 9.3% aggregate ownership interest
("Undivided Interests") in Unit No. 3 (nuclear) of the Waterford
Steam Electric Generating Station ("Waterford 3") in three
substantially identical, but entirely separate, transactions.
The aggregate purchase price of the Undivided Interests was
$353,600,000, of which approximately $43,603,000 was provided by
the equity contributions of the Owner Participant in the three
Lessor trusts and approximately $309,997,000 was provided by the
issuance of secured lease obligation bonds (the "Original Bonds")
by the trustee of these trusts ("Owner Trustee") in an
underwritten public offering. The Original Bonds consist of
three separate series of secured lease obligation bonds bearing
interest at an annual rate of 10.30% and maturing on January 2,
2005 issued in a combined aggregate principal amount of
$140,452,000 ("2005 Bonds"), and three separate series of secured
lease obligation bonds bearing interest at an annual rate of
10.67% and maturing on January 2, 2017 issued in a combined
aggregate principal amount of $169,545,000 ("2017 Bonds").
LP&L now proposes to cause the Owner Trustee to issue
not in excess of $326,000,000 in the aggregate of secured lease
obligation bonds ("Refunding Bonds") in one or more separate
series through December 31, 1997 under one or more indentures
("Indenture") to refund the Original Bonds.
The 2005 Bonds were first optionally redeemable on July
2, 1994 and are currently redeemable at 104.120% of their
principal amount. The 2017 Bonds were first optionally
redeemable on July 2, 1994 and are currently redeemable at
107.469% of their principal amount.
The proceeds from the sale of the Refunding Bonds,
together with any funds provided by LP&L and/or the Owner
Participant, will be applied to the cost of redeeming the
Original Bonds and, in addition, may be applied to pay a portion
of the transaction expenses incurred in issuing the Refunding
Bonds and a portion of the premium on the Original Bonds.
Each series of Refunding Bonds will have such interest
rate, maturity date, redemption and sinking fund provisions, be
secured by such means, be sold in such manner and at such price
and have such other terms and conditions as shall be determined
through negotiation at the time of sale or when the agreement to
sell is entered into, as the case may be. No series of Refunding
Bonds will be issued at rates in excess of those rates generally
obtainable at the time of pricing for sales of bonds having the
same or reasonably similar maturities, issued by companies of the
same or reasonably comparable credit quality and having
reasonably similar terms, conditions and features. Each series
of Refunding Bonds will mature not later July 2, 2017. The
Refunding Bonds will be structured and issued under the documents
and pursuant to the procedures applicable to the issuance of the
Original Bonds, or comparable documents having similar terms and
provisions.
In connection with any private placement of
unregistered Refunding Bonds, the Company may be required to
enter into a registration rights agreement wherein the Company
would agree to use its best efforts to either cause the
Commission to declare effective a shelf registration statement
covering resales of the Refunding Bonds or the exchange of such
unregistered Refunding Bonds for other bonds ("Exchange Bonds")
that would have been registered under the Securities Act of 1933.
The Company anticipates that any such registration rights
agreement would provide that failure to cause such a registration
of the Refunding Bonds for resale or an exchange offer to be
completed within a negotiated time period could result in an
increase in the interest rate on the Refunding Bonds of the lower
of 0.5% per annum or those incremental rate increases generally
obtainable at the time of pricing for sales of bonds having the
same or reasonably similarly maturities, issued by companies of
the same or reasonably comparable credit-quality and having
reasonably similar terms, conditions and features. In the event
of such an increase in the interest rate, rent payable under the
Lease would correspondingly increase by an amount equal to the
increase in interest.
Any Exchange Bonds would be substantially identical to
the Refunding Bonds except that such Exchange Bonds would not
contain a legend as to Securities Act and state law restrictions
on transferability or the provisions providing for an increase in
interest rate if an appropriate registration has not occurred.
In view of the possibility that the Company may privately place
the Refunding Bonds and enter into such a registration rights
agreement, the Company also seeks authorization to take such
action as may be necessary or desirable in connection with the
Owner Trustee's issuance of such Exchange Bonds.
LP&L is unconditionally obligated to make payments
under the Leases in amounts that will be at least sufficient to
provide for scheduled payments, when due, of the principal of and
interest on the Refunding Bonds. Upon refunding of the Original
Bonds, amounts payable by LP&L under the Leases will be adjusted
pursuant to the terms of supplements to the Leases which
supplements will be entered into at that time. In the event that
the Owner Participant elects to provide an additional equity
investment to pay a portion of the transaction costs incurred in
issuing the Refunding Bonds or a portion of the premium on the
Original Bonds, the adjustment of the amounts payable by LP&L
under the Leases will reflect such additional equity investment.
The Refunding Bonds will not be direct obligations of,
or guaranteed by, LP&L. However, under certain circumstances
LP&L may assume all, or a portion of, the obligations of the
issuer of the Refunding Bonds. Each Refunding Bond will be
secured by, among other things, (a) a lien on and security
interest in the Undivided Interest of the Lessor issuing such
Refunding Bond and (b) certain other amounts payable by LP&L
thereunder.
As an alternative to the sale of the Refunding Bonds by
the Owner Trustee, LP&L may arrange for formation of a funding
corporation to sell the Refunding Bonds. If this structure were
used, the proceeds of the sale of the Refunding Bonds would be
loaned by the funding corporation to the Lessors, which would
issue notes ("Lessor Notes") to the funding corporation to
evidence the loans and secure the Refunding Bonds, and the
Lessors would apply the proceeds of the loans to repay the
Original Bonds. The terms of the Lessor Notes and the indentures
under which they would be issued would reflect the redemption and
other terms of the Refunding Bonds. LP&L's rental payments would
be used to pay principal of and interest on the Lessor Notes,
which amounts would, in turn, be used to provide payments on
Refunding Bonds when due. The Refunding Bonds would be secured
by the Lessor Notes, which would be secured by a lien on and
security interest in the Undivided Interests and by certain
rights under the Leases, as described above.
As an alternative to utilizing Refunding Bonds issued
by the Owner Trustee or a funding corporation, LP&L may choose to
utilize a trust structure in which the Lessors would issue Lessor
Notes to one or more passthrough trusts and the trusts would
issue certificates evidencing ownership interests in the trusts.
If such a structure is utilized, the debt terms of the Refunding
Bonds described herein would generally be terms of the Lessor
Notes and the indentures under which they would be issued.
LP&L states that it will not cause the Owner Trustee to
sell the Refunding Bonds or the trust certificates to enter into
refinancing transactions unless (a) the estimated present value
savings derived from the net difference between interest 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 redemption and issuing costs, assuming an
appropriate discount rate, determined on the basis of the then
estimated after-tax cost of capital of Entergy and its
subsidiaries on a consolidated basis, or (b) LP&L shall have
notified the Commission of the proposed refinancing transaction
(including the terms thereof) by amendment hereto and obtained
appropriate supplemental authorization from the Commission to
consummate such transaction.
Pursuant to the terms of the separate participation
agreements entered into in 1989 in connection with the sale of
the Undivided Interests, LP&L issued three separate promissory
notes to the Owner Participant in an aggregate principal amount
equal to the higher of the maximum net casualty value and the
maximum net special casualty value payable under the Leases
during the basic lease term (approximately $208 million).
Refinancing the Original Bonds through the means described above
could, in some circumstances, cause an increase in these values
and therefore require an increase in the principal amount of the
related promissory notes. Further, LP&L was required to
collateralize its obligations to the Owner Participant by
delivering first mortgage bonds in a principal amount equal to
that of the promissory notes (the issuance of which was approved
by the Commission in HCAR No. 24956, September 26, 1989). To the
extent that the refinancing described herein would necessitate
the issuance of promissory notes and first mortgage bonds in a
principal amount greater than that previously authorized, LP&L
also seeks authorization of such increases.
For the Commission, by the Division of Investment
Management, pursuant to delegated authority.
Jonathan G. Katz
Secretary
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 009
<NAME> LOUISIANA POWER & LIGHT COMPANY
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1995
<PERIOD-END> SEP-30-1995 SEP-30-1995
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 3,544,528 3,544,528
<OTHER-PROPERTY-AND-INVEST> 69,330 69,330
<TOTAL-CURRENT-ASSETS> 406,893 385,227
<TOTAL-DEFERRED-CHARGES> 467,680 489,346
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 4,488,431 4,488,431
<COMMON> 1,088,900 1,088,900
<CAPITAL-SURPLUS-PAID-IN> (4,835) (4,835)
<RETAINED-EARNINGS> 145,206 145,206
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,229,271 1,229,271
100,009 100,009
160,500 160,500
<LONG-TERM-DEBT-NET> 1,368,386 1,368,386
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 110,260 110,260
0 0
<CAPITAL-LEASE-OBLIGATIONS> 41,267 41,267
<LEASES-CURRENT> 28,000 28,000
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,450,738 1,450,738
<TOT-CAPITALIZATION-AND-LIAB> 4,488,431 4,488,431
<GROSS-OPERATING-REVENUE> 1,668,695 1,668,695
<INCOME-TAX-EXPENSE> 87,946 87,946
<OTHER-OPERATING-EXPENSES> 1,206,351 1,206,351
<TOTAL-OPERATING-EXPENSES> 1,294,297 1,294,297
<OPERATING-INCOME-LOSS> 374,398 374,398
<OTHER-INCOME-NET> 4,302 4,302
<INCOME-BEFORE-INTEREST-EXPEN> 378,700 378,700
<TOTAL-INTEREST-EXPENSE> 135,375 135,375
<NET-INCOME> 243,325 243,325
21,828 21,828
<EARNINGS-AVAILABLE-FOR-COMM> 221,497 221,497
<COMMON-STOCK-DIVIDENDS> 210,700 210,700
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 017
<NAME> ENTERGY CORPORATION & SUBSIDIARIES CONSOLIDATED
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1995
<PERIOD-END> SEP-30-1995 SEP-30-1995
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 15,802,065 15,802,065
<OTHER-PROPERTY-AND-INVEST> 530,063 530,063
<TOTAL-CURRENT-ASSETS> 2,613,829 2,592,163
<TOTAL-DEFERRED-CHARGES> 3,650,659 3,672,325
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 22,596,616 22,596,616
<COMMON> 2,300 2,300
<CAPITAL-SURPLUS-PAID-IN> 4,201,435 4,201,435
<RETAINED-EARNINGS> 2,369,953 2,369,953
<TOTAL-COMMON-STOCKHOLDERS-EQ> 6,533,566 6,533,566
260,342 260,342
550,955 550,955
<LONG-TERM-DEBT-NET> 6,749,860 6,749,860
<SHORT-TERM-NOTES> 648 648
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 667,375 667,375
0 0
<CAPITAL-LEASE-OBLIGATIONS> 308,068 308,068
<LEASES-CURRENT> 152,968 152,968
<OTHER-ITEMS-CAPITAL-AND-LIAB> 7,305,712 7,305,712
<TOT-CAPITALIZATION-AND-LIAB> 22,596,616 22,596,616
<GROSS-OPERATING-REVENUE> 6,021,021 6,021,021
<INCOME-TAX-EXPENSE> 205,176 205,176
<OTHER-OPERATING-EXPENSES> 4,647,812 4,647,812
<TOTAL-OPERATING-EXPENSES> 4,852,988 4,852,988
<OPERATING-INCOME-LOSS> 1,168,033 1,168,033
<OTHER-INCOME-NET> 42,748 42,748
<INCOME-BEFORE-INTEREST-EXPEN> 1,210,781 1,210,781
<TOTAL-INTEREST-EXPENSE> 665,665 665,665
<NET-INCOME> 545,116 545,116
79,399 79,399
<EARNINGS-AVAILABLE-FOR-COMM> 465,717 465,717
<COMMON-STOCK-DIVIDENDS> 409,647 409,647
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
