File No. 70-8487
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
__________________________________
Post-Effective Amendment No. 1
to the
Form U-1/A
__________________________________
APPLICATION-DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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Louisiana Power & Light Company
639 Loyola Avenue
New Orleans, Louisiana 70113
(Name of company filing this statement and address
of principal executive offices)
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Entergy Corporation
(Name of top registered holding company parent of each
applicant or declarant)
__________________________________
John J. Cordaro Gerald D. McInvale
President Executive Vice President and
Louisiana Power & Light Company Chief Financial Officer
639 Loyola Avenue Entergy Services, Inc.
New Orleans, Louisiana 70113 639 Loyola Avenue
New Orleans, Louisiana 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:
Laurence M. Hamric, Esq. David P. Falck, Esq.
Denise C. Redmann, Esq. Winthrop, Stimson, Putnam &
Steven McNeal Roberts
Entergy Services, Inc. One Battery Park Plaza
639 Loyola Avenue New York, New York 10004
New Orleans, Louisiana 70113
Thomas J. Igoe, Jr., Esq.
Reid & Priest LLP
40 West 57th Street
New York, New York 10019
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Item 1. Description of Proposed Transactions.
Section A. General Section A, paragraph 1 is hereby amended
in its entirety to read as follows:
1. Louisiana Power & Light Company ("Company"), a
subsidiary of Entergy Corporation, 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, 1997, (1) to issue
and sell one or more new series of the Company's First
Mortgage Bonds ("Bonds"), one or more series of the
Company's Debentures ("Debentures") and, through a
special purpose subsidiary of the Company, one or more
series of preferred securities of such subsidiary with
a $25 per share stated liquidation preference ("Entity
Interests"), in a combined aggregate principal amount
of said Bonds, Debentures and Entity Interests not to
exceed $610 million, and one or more new series of the
Company's Preferred Stock, either $25 par value or $100
par value having an aggregate par value not to exceed
$123.5 million ("Preferred"), (2) to enter into
arrangements to reimburse the Company for the costs of,
or to finance or refinance, certain pollution control,
including solid waste and/or sewage disposal,
facilities through the issuance by the Parish of St.
Charles, Louisiana, the Parish of Ouachita, Louisiana
and/or the Parish of Jefferson, Louisiana of one or
more new series of tax-exempt bonds in an aggregate
principal amount not to exceed $65 million ("Tax-Exempt
Bonds"), including the possible issuance and pledge of
one or more new series of the Company's First Mortgage
Bonds ("Collateral Bonds") or Debentures ("Collateral
Debentures") in a total aggregate principal amount not
to exceed $75 million as security for Tax-Exempt
Bonds, and (3) to acquire ("Acquisition Program") in
whole or in part, one or more series of the Company's
outstanding First Mortgage Bonds and/or Preferred Stock
and/or Pollution Control Revenue Bonds and Industrial
Development Revenue Bonds previously issued for the
benefit of the Company. Each of these proposed
transactions is discussed in greater detail below.
Section B. Issuance and Sale of the Bonds, Debentures,
Entity Interests and Preferred. Section B, paragraph 10 is
hereby amended in its entirety to read as follows:
10. The Debentures will be issued under either the
Company's Debenture Indenture, Indenture for Debt
Securities or its Subordinated Debenture Indenture, to
be substantially in the forms attached as Exhibits A-
10, A-10(a) and A-12, respectively (each, a "Debenture
Indenture"), as may be supplemented from time to time.
The Debentures to be issued under the Debenture
Indenture may be either unsecured or secured
obligations of the Company. Debentures issued under
the form of the Debenture Indenture attached as Exhibit
A-10(a) initially will be secured obligations of the
Company, entitled to a lien (the "Junior Lien") on the
Company's assets that is junior and subordinate to the
first lien of the Company's Mortgage. In addition, in
connection with the issuance of Debentures secured by
the Junior Lien under such Debenture Indenture, the
Company may provide security for the holders of such
Debentures in the form of First Mortgage Bonds issued
under the Mortgage as it may be supplemented. Such
First Mortgage Bonds would be issued on the basis of
unfunded net property additions and/or previously-
retired First Mortgage Bonds and delivered to the
trustee under such Debenture Indenture. Such First
Mortgage Bonds could be issued in a principal amount
equal to the principal amount of such Debentures and
bear interest at a rate of interest equivalent to the
rate of interest on such Debentures or bear no
interest. These First Mortgage Bonds would be separate
and apart from the Bonds (proposed to be issued and
sold in an aggregate principal amount of not more than
$610 million) and would be in addition to the Bonds.
The Debenture Indenture may provide for the amendment
and restatement of such Debenture Indenture in its
entirety, without the consent of the holders of the
Debentures outstanding thereunder, to remove the Junior
Lien and to release any such First Mortgage Bonds such
that the Debentures would become entirely unsecured
obligations of the Company. Such an amendment
eliminating the Junior Lien would be subject to the
following conditions: (1) no event of default has
occurred and is continuing under the Debenture
Indenture and (2)(a) the Company's Charter has been
duly amended to eliminate the restrictions on the
issuance of unsecured indebtedness or (b) all preferred
securities issued by the Company and outstanding are
paid, retired or redeemed or (c) holders of such
preferred securities consent to amend the Company's
Charter for the purpose of eliminating such
restrictions. Reference is made to Exhibit C-5(a)
hereto, the Company's Registration Statement on Form S-
3 registering Debt Securities that are secured by the
Junior Lien, for further information with respect to
the Debentures.
Section C. Issuance and Sale of Tax-Exempt Bonds and Related
Transactions. Section C, paragraphs 14 and 15 are hereby amended
in their entirety to read as follows:
14. In addition or as an alternative to the security
provided by a letter of credit, in order to obtain a
more favorable rating on Tax-Exempt Bonds and
consequently improve the marketability thereof, the
Company may (a) determine to provide 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) provide security for
holders of Tax-Exempt Bonds and/or the Bank equivalent
to the security accorded to (i) holders of First
Mortgage Bonds outstanding under the Company's Mortgage
by obtaining the authentication of and pledging one or
more new series of First Mortgage Bonds ("Collateral
Bonds") under the Mortgage as it may be supplemented or
(ii) holders of Debentures outstanding under the
Debenture Indenture that are secured by the Junior Lien
by obtaining the authentication of and pledging one or
more series of Debentures (the "Collateral Debentures")
under the Debenture Indenture. Collateral Bonds would
be issued on the basis of unfunded net property
additions and/or previously-retired First Mortgage
Bonds; Collateral Debentures would be issued pursuant
to the terms of a Debenture Indenture. The Collateral
Bonds or Collateral Debentures would be delivered to
the Trustee under the Indenture and/or to the Bank to
evidence and secure the Company's obligation to pay the
purchase price of the Facilities and the Company's
obligation to reimburse the Bank under the
Reimbursement Agreement. The Collateral Bonds or
Collateral Debentures could be issued in several ways.
First, if Tax-Exempt Bonds bear a fixed interest rate,
Collateral Bonds or Collateral Debentures could be
issued in a principal amount equal to the principal
amount of such Tax-Exempt Bonds and bear interest at a
rate equal to the rate of interest on such Tax-Exempt
Bonds. Secondly, Collateral Bonds or Collateral
Debentures could be issued in a principal amount
equivalent to the principal amount of such Tax-Exempt
Bonds plus an amount equal to interest on those Bonds
for a specified period. In such a case, Collateral
Bonds or Collateral Debentures would bear no interest.
Thirdly, Collateral Bonds or Collateral Debentures
could be issued in a principal amount equivalent to the
principal amount of such Tax-Exempt Bonds or in such
amount plus an amount equal to interest on those Bonds
for a specified period, but carry a fixed interest rate
that would be lower than the fixed interest rate of the
Tax-Exempt Bonds. Fourthly, Collateral Bonds or
Collateral Debentures could be issued in a principal
amount equivalent to the principal amount of Tax-Exempt
Bonds at an adjustable rate of interest, varying with
such Tax-Exempt Bonds but having a "cap" (not greater
than 15%) above which the interest on Collateral Bonds
or Collateral Debentures could not rise. For further
information with respect to the Facilities Agreement,
the Collateral Bonds and the Collateral Debentures,
reference is made to Exhibits A-3, A-5, A-10(a), A-
11(a) and B-6.
15. Each series of the Collateral Bonds or Collateral
Debentures that bear interest would bear interest at a
fixed interest rate or initial adjustable interest rate
not to exceed 15%. The maximum aggregate principal
amount of Collateral Bonds and Collateral Debentures
that would be issued is $75 million. The Collateral
Bonds and Collateral Debentures would be separate and
apart from the Bonds and Debentures (proposed to be
issued and sold in an aggregate principal amount of not
more than $610 million), and would be in addition to
the Bonds and Debentures. The terms of the Collateral
Bonds or Collateral Debentures relating to maturity,
interest payment dates, if any, redemption provisions
and acceleration will correspond to the terms of the
related Tax-Exempt Bonds. Upon issuance, the terms of
each series of the Collateral Bonds or Collateral
Debentures 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.
Item 5. Procedure. The following paragraph is inserted as the
last paragraph to Item 5:
The Company suggests that the above described
transactions do not differ materially than those
described in the original Application-Declaration as
amended and authorized pursuant to the Order of the
Commission dated October 3, 1995. The Company requests
that the Commission, in the event it determines it is
necessary under Rule 24(c)(3)(i) of the Holding Company
Act, issue a revised Order authorizing the above
described transactions involving the issuance of (1)
Debentures that initially are secured by the Junior
Lien and/or First Mortgage Bonds but subsequently may
become unsecured Debentures of the Company and (2)
Collateral Debentures to secure the Company's
obligations in connection with the issuance of Tax-
Exempt Bonds.
Item 6. Exhibits and Financial Statements
Section A. Exhibits
*A- Proposed form of Indenture for Debt Securities
10(a) (filed as Exhibit 4(a) in Registration No. 333-
00105).
*A- Proposed form of Debt Security (filed as
11(a) Exhibit 4(b) in Registration Statement No. 333-
00105).
*C- Proposed form of Registration Statement
5(a) relating to Debt Securities (filed in
Registration No. 333-00105).
* Incorporated herein by reference as indicated.
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
amendment 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 29, 1996
