As filed with the Securities and Exchange Commission on July 1, 1996
Registration No. 333-3567
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
AMENDMENT NO. 2
to
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_____________________
ENTERGY LOUISIANA CAPITAL I
ENTERGY LOUISIANA, INC. ENTERGY LOUISIANA CAPITAL II
(Exact name of registrant as ENTERGY LOUISIANA CAPITAL III
specified in its charter) (Exact name of each registrant
as specified in Trust
Louisiana Agreements)
(State or other jurisdiction of
incorporation or organization) Delaware
(State or other jurisdiction of
72-0245590 incorporation or organization of
(I.R.S. Employer Identification each registrant)
Number)
Each to be Applied for
639 Loyola Avenue (I.R.S. Employer Identification
New Orleans, Louisiana 70113 Numbers)
(504) 529-5262
(Address, including zip code, and c/o Entergy Louisiana, Inc.
telephone number, including area 639 Loyola Avenue
code, of registrant's principal New Orleans, Louisiana 70113
executive offices) (504) 529-5262
(Address, including zip code,
and telephone number, including
area code, of each registrants'
principal executive offices)
JOHN J. CORDARO WILLIAM J. REGAN, JR.
President Vice President and Treasurer
Entergy Louisiana, Inc. Entergy Louisiana, Inc.
639 Loyola Avenue 639 Loyola Avenue
New Orleans, Louisiana 70113 New Orleans, Louisiana 70113
504-576-5851 504-576-4308
LAURENCE M. HAMRIC, Esq. THOMAS J. IGOE, JR., Esq.
DENISE C. REDMANN, Esq. KEVIN STACEY, Esq.
Entergy Services, Inc. Reid & Priest LLP
639 Loyola Avenue 40 West 57th Street
New Orleans, Louisiana 70113 New York, New York 10019
504-576-2272 212-603-2000
(Names, addresses, including zip codes, and telephone numbers,
including area codes, of agents for service)
<PAGE>
SUBJECT TO COMPLETION, DATED JULY 1, 1996
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED ___________________
__________________________ Preferred Securities
ENTERGY LOUISIANA CAPITAL I
___% Cumulative Quarterly Income Preferred Securities, Series A
(QUIPSsm)*
(Liquidation preference $25 per preferred security)
Fully and unconditionally guaranteed as set forth herein by
ENTERGY LOUISIANA, INC.
________________
The ___% Cumulative Quarterly Income Preferred Securities,
Series A (the "Series A Preferred Securities"), offered hereby
represent undivided beneficial interests in the assets of Entergy
Louisiana Capital I, a trust created under the laws of the State
of Delaware (the "Series A Issuer"). Entergy Louisiana, Inc.
(formerly Louisiana Power & Light Company), a Louisiana
corporation (the "Company"), will be the owner of the beneficial
interests represented by common securities of the Series A Issuer
(the "Series A Common Securities"). The Bank of New York is the
Property Trustee of the Series A Issuer. The Series A Issuer
exists for the sole purpose of issuing the Series A Preferred
Securities and the Series A Common Securities and investing the
proceeds thereof in ___% Junior Subordinated Deferrable Interest
Debentures, Series A, Due _____ (the "Series A Debentures") to be
issued by the Company. The Series A Preferred Securities will
have a preference under certain circumstances with respect to
cash distributions and amounts payable on liquidation, redemption
or otherwise over the Series A Common Securities. See
"Description of Preferred Securities--Subordination of Common
Securities" in the accompanying Prospectus.
(Continued on next page)
________________
See "Risk Factors" beginning on page S-___ hereof for
certain information relevant to an investment in the Series A
Preferred Securities.
________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT
RELATES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
________________
Proceeds to
Initial Underwritin the Series
Public g A
Offering Commission Issuer (2)
Price (1) (3)
Per Series A Preferred $ (2) $
Security..
Total................. $ (2) $
......................
.....
__________
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This Prospectus Supplement and the accompanying Prospectus shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such State.
(1) The Series A Issuer and the Company have agreed to
indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities
Act of 1933, as amended. See "Underwriting" .
(2) In view of the fact that the proceeds of the sale of the
Series A Preferred Securities will be used to purchase the
Series A Debentures, the Underwriting Agreement provides
that the Company will pay to the Underwriters, as
compensation ("Underwriters' Compensation") for their
arranging the investment therein of such proceeds, $_____
per Series A Preferred Security (or $ __ in the
aggregate). See "Underwriting" .
(3) Expenses of the offering, which are payable by the
Company, are estimated to be $________.
________________
The Series A Preferred Securities offered hereby are offered
severally by the Underwriters, as specified herein and subject to
receipt and acceptance by them and subject to their right to
reject any order in whole or in part. It is expected that
delivery of the Series A Preferred Securities will be made only
in book-entry form through the facilities of The Depository Trust
Company in New York, New York on or about ___________, 1996,
against payment therefor in immediately available funds.
__________
*QUIPS is a servicemark of Goldman, Sachs & Co.
Goldman, Sachs & Co.
________________
The date of this Prospectus Supplement is _____________________.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY
OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE
MARKET PRICE OF THE SERIES A PREFERRED SECURITIES AT A LEVEL
ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE
OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
__________________________
(Continued from previous page)
Holders of the Series A Preferred Securities will be entitled
to receive preferential cumulative cash distributions accruing
from the date of original issuance and payable quarterly in
arrears on March 31, June 30, September 30 and December 31 of
each year, commencing _____ , 1996, at the annual rate of ___% of
the liquidation preference of $25 per Series A Preferred Security
("Distributions"). The Company has the right to defer the
payment of interest on the Series A Debentures at any time or
from time to time for one or more periods (each, an "Extension
Period"), provided that such Extension Period, together with all
previous and further extensions thereof prior to its termination,
does not exceed 20 consecutive quarters and does not extend
beyond the maturity of the Series A Debentures. Upon the
termination of any such Extension Period and the payment of all
amounts then due, the Company may elect to begin a new Extension
Period subject to the requirements set forth herein. If interest
payments on the Series A Debentures are so deferred,
Distributions on the Series A Preferred Securities will also be
deferred and the Company will not be permitted, subject to
certain exceptions set forth herein, to declare or pay any cash
distributions with respect to the Company's capital stock or debt
securities that rank pari passu with or junior to the Series A
Debentures or make any guarantee payments with respect to the
foregoing. During an Extension Period, interest on the Series A
Debentures will continue to accrue (and the Series A Preferred
Securities will accumulate additional Distributions thereon at
the rate of ___% per annum, compounded quarterly), and holders of
Series A Preferred Securities will be required to accrue interest
income for United States Federal income tax purposes prior to
receipt of cash related to such interest income. See "Certain
Terms of the Series A Debentures--Option to Extend Interest
Payment Period" and "Certain United States Federal Income Tax
Considerations--Potential Extension of Interest Payment Period
and Original Issue Discount".
The Company has, through the Series A Guarantee, the Series A
Trust Agreement, the Series A Debentures, the Corresponding
Indenture and the Series A Expense Agreement (each as defined
herein), taken together, fully, irrevocably and unconditionally
guaranteed all of the Series A Issuer's obligations under the
Series A Preferred Securities. The Series A Guarantee of the
Company guarantees the payment of Distributions and payments on
liquidation of the Series A Issuer or redemption of the Series A
Preferred Securities as set forth below, in each case out of
funds held by the Series A Issuer, to the extent described herein
(the "Series A Guarantee"). See "Description of Guarantees" in
the accompanying Prospectus. If the Company does not make
interest payments on the Series A Debentures held by the Series A
Issuer, the Series A Issuer will have insufficient funds to pay
Distributions on the Series A Preferred Securities. The Series A
Guarantee does not cover payment of Distributions when the Series
A Issuer does not have sufficient funds to pay such
Distributions. The obligations of the Company under the Series A
Guarantee are subordinate and junior in right of payment to all
Senior Debt (as defined in "Description of Junior Subordinated
Debentures--Subordination" in the accompanying Prospectus) of the
Company.
The Series A Preferred Securities are subject to mandatory
redemption, in whole or in part, upon repayment of the Series A
Debentures at maturity or their earlier redemption in an amount
equal to the amount of related Series A Debentures maturing or
being redeemed at a redemption price equal to the aggregate
liquidation preference of such Series A Preferred Securities plus
accumulated and unpaid Distributions thereon to the date of
redemption. The Series A Debentures are redeemable prior to
maturity at the option of the Company (i) on or after
___________________, 2001, in whole at any time or in part from
time to time, at a redemption price equal to the accrued and
unpaid interest on the Series A Debentures so redeemed to the
date fixed for redemption plus 100% of the principal amount
thereof, or (ii) at any time, in whole (but not in part), upon
the occurrence and continuation of a Special Event (as defined
herein), at a redemption price equal to the accrued and unpaid
interest on the Series A Debentures so redeemed to the date fixed
for redemption plus 100% of the principal amount thereof. See
"Description of Junior Subordinated Debentures--Redemption" and
"Description of Corresponding Junior Subordinated
Debentures--Optional Redemption" in the accompanying Prospectus.
At any time, the Company will have the right to terminate the
Series A Issuer and cause the Series A Debentures to be
distributed to the holders of the Series A Preferred Securities
and the Series A Common Securities in liquidation of the Series A
Issuer. See "Certain Terms of Series A Preferred Securities--
Distribution of Series A Debentures".
The Series A Debentures are subordinate and junior in right
of payment to all Senior Debt of the Company. As of March 31,
1996, the Company had approximately $1.6 billion of Senior Debt
outstanding. The terms of the Series A Debentures place no
limitation on the amount of Senior Debt that may be incurred by
the Company. See "Description of Junior Subordinated Debentures-
- -Subordination" in the accompanying Prospectus.
In the event of the liquidation of the Series A Issuer, after
satisfaction of liabilities to creditors of the Series A Issuer,
if any, as provided by applicable law, the holders of the Series
A Preferred Securities will be entitled to receive a liquidation
preference of $25 per Series A Preferred Security plus
accumulated and unpaid Distributions thereon to the date of
payment, which may be in the form of a distribution of such
amount in Series A Debentures, subject to certain exceptions.
See "Description of Preferred Securities--Liquidation
Distribution Upon Termination" in the accompanying Prospectus.
Application will be made to list the Series A Preferred
Securities on the New York Stock Exchange (the "NYSE"). If the
Series A Debentures are distributed to the holders of Series A
Preferred Securities upon the liquidation of the Series A Issuer,
the Company will use its best efforts to list the Series A
Debentures on the NYSE or such other stock exchanges or other
organizations, if any, on which the Series A Preferred Securities
are then listed.
The Series A Preferred Securities will be represented by one
or more global certificates registered in the name of The
Depository Trust Company ("DTC") or its nominee. Beneficial
interests in the Series A Preferred Securities will be shown on,
and transfers thereof will be effected only through, records
maintained by participants in DTC. Except as described in the
accompanying Prospectus, Series A Preferred Securities in
certificated form will not be issued in exchange for the global
certificates. See "Description of Preferred
Securities--Book-Entry Issuance" in the accompanying Prospectus.
The following information supplements, and to the extent is
inconsistent with, replaces, the information contained in the
accompanying Prospectus, and should be read in conjunction
therewith. As used herein, (i) the "Corresponding Indenture"
means the Indenture for Unsecured Subordinated Debt Securities
relating to Trust Securities, as the same may be amended and
supplemented from time to time, between the Company and The Bank
of New York, as Corresponding Debenture Trustee, pursuant to
which the Series A Debentures will be issued, and (ii) the
"Series A Trust Agreement" means the Amended and Restated Trust
Agreement, among the Company, as Depositor, The Bank of New York,
as Property Trustee, The Bank of New York (Delaware), as Delaware
Trustee, and the Administrative Trustees named therein
(collectively, with the Property Trustee and the Delaware
Trustee, the "Issuer Trustees"). Each of the other capitalized
terms used in this Prospectus Supplement and not otherwise
defined in this Prospectus Supplement has the meaning set forth
in the Corresponding Indenture, the Series A Trust Agreement or
the accompanying Prospectus.
RISK FACTORS
Prospective purchasers of the Series A Preferred Securities
should carefully review the information contained elsewhere in
this Prospectus Supplement and in the accompanying Prospectus and
should particularly consider the following matters.
Obligations Under the Series A Guarantee and the Series A
Debentures are Unsecured and Subordinate to Senior Debt
The obligations of the Company under the Series A Guarantee
issued by the Company for the benefit of the holders of Series A
Preferred Securities are unsecured and rank subordinate and
junior in right of payment to all Senior Debt of the Company.
The obligations of the Company under the Series A Debentures are
subordinate and junior in right of payment to all such Senior
Debt. At March 31, 1996, Senior Debt of the Company aggregated
approximately $1.6 billion. None of the Corresponding Indenture,
the Series A Guarantee or the Series A Trust Agreement place any
limitation on the amount of secured or unsecured debt, including
Senior Debt, that may be incurred by the Company. See
"Description of Guarantees--Status of the Guarantees" and
"Description of Junior Subordinated Debentures--Subordination" in
the accompanying Prospectus.
The ability of the Series A Issuer to pay amounts due on the
Series A Preferred Securities is solely dependent upon the
Company making payments on the Series A Debentures as and when
required.
Option to Extend Interest Payment Period; Tax Consequences;
Potential Market Volatility During Extension Period
The Company has the right under the Corresponding Indenture
to defer the payment of interest on the Series A Debentures at
any time or from time to time for one or more Extension Periods,
each of which, together with all previous and further extensions
of such Extension Period prior to its termination, may not exceed
20 consecutive quarters and may not extend beyond the maturity of
the Series A Debentures. As a consequence of any such election,
quarterly Distributions on the Series A Preferred Securities
would be deferred (but would continue to accumulate additional
Distributions thereon at the rate of ___% per annum, compounded
quarterly) by the Series A Issuer during any such Extension
Period. In the event that the Company exercises this right,
during any such Extension Period, the Company may not (i) declare
or pay any dividends or distributions on, or redeem, purchase,
acquire, or make a liquidation payment with respect to, any of
the Company's capital stock or (ii) make any payment of
principal, interest or premium, if any, on or repay, repurchase
or redeem any debt securities (including other Junior
Subordinated Debentures ) that rank pari passu with or junior in
interest to the Series A Debentures or make any guarantee
payments with respect to the foregoing (other than (a) dividends
or distributions in common stock of the Company and (b) payments
under any Guarantee). Upon the termination of any Extension
Period and the payment of all amounts then due, the Company may
elect to begin a new Extension Period, subject to the above
requirements. Consequently, there could be multiple Extension
Periods of varying lengths throughout the term of the Series A
Debentures. See "Certain Terms of the Series A Preferred
Securities--Distributions" and "Certain Terms of the Series A
Debentures--Option to Extend Interest Payment Period".
Should an Extension Period occur, a holder of Series A
Preferred Securities will continue to accrue interest income in
respect of its pro rata share of the Series A Debentures held by
the Series A Issuer for United States Federal income tax
purposes. As a result, a holder of Series A Preferred Securities
will include such interest in gross income for United States
Federal income tax purposes in advance of the receipt of cash,
and will not receive the cash related to such income from the
Series A Issuer if the holder disposes of the Series A Preferred
Securities prior to the record date for the payment of
Distributions. See "Certain United States Federal Income Tax
Considerations--Potential Extension of Interest Payment Period
and Original Issue Discount" and "--Sale, Exchange and Redemption
of the Series A Preferred Securities".
In the event the Company elects to exercise its right to
defer payments of interest on the Series A Debentures, the market
price of the Series A Preferred Securities is likely to be
affected. A holder that disposes of its Series A Preferred
Securities during an Extension Period, therefore, might not
receive the same return on its investment as a holder that
continues to hold its Series A Preferred Securities. In
addition, as a result of the existence of the Company's right to
defer interest payments, the market price of the Series A
Preferred Securities (which represent preferred undivided
beneficial interests in the Series A Debentures) may be more
volatile than the market prices of other securities on which
original issue discount accrues that are not subject to such
deferrals.
Special Event Redemption; Adverse Effect of Possible Tax Law
Changes
Upon the occurrence and continuation of a Special Event, as
described in "Description of Preferred Securities--Redemption--
Special Event Redemption or Distribution of Corresponding Junior
Subordinated Debentures" in the accompanying Prospectus, the
Company has the right to redeem the Series A Debentures in whole
(but not in part) and thereby cause a mandatory redemption of the
Series A Preferred Securities and Series A Common Securities at a
redemption price equal to the accrued and unpaid interest on the
Series A Debentures so redeemed to the date fixed for redemption
plus 100% of the principal amount thereof, within 90 days
following the occurrence of such Special Event,
On March 19, 1996, the Revenue Reconciliation Bill of 1996
(the "Bill"), the revenue portion of President Clinton's budget
proposal, was released. The Bill would, among other things,
generally deny interest deductions for interest on an instrument
issued by a corporation that has a maximum weighted average
maturity of more than 40 years. The Bill would also generally
treat as equity an instrument, issued by a corporation, that has
a maximum term of more than 20 years and that is not shown as
indebtedness on the separate balance sheet of the issuer or,
where the instrument is issued to a related party (other than a
corporation), where the holder or some other related party issues
a related instrument that is not shown as indebtedness on the
issuer's consolidated balance sheet. The above-described
provisions were proposed to be effective generally for
instruments issued on or after December 7, 1995. If either
provision were to apply to the Series A Debentures, the Company
would be unable to deduct interest on the Series A Debentures.
However, on March 29, 1996, the Chairmen of the Senate Finance
and House Ways and Means Committees issued a joint statement to
the effect that it was their intention that the effective date of
the President's legislative proposals, if adopted, would be no
earlier than the date of appropriate Congressional action. There
can be no assurance, however, that current or future legislative
proposals or final legislation will not affect the ability of the
Company to deduct interest on the Series A Debentures. If
legislation were enacted limiting, in whole or in part, the
deductibility by the Company of interest on the Series A
Debentures for United States Federal income tax purposes, such
enactment could give rise to a Tax Event or a Debenture Tax
Event. A Tax Event would permit the Company to cause a
redemption of the Series A Preferred Securities, as described
more fully under "Description of Preferred Securities--Redemption-
- -Special Event Redemption or Distribution of Corresponding Junior
Subordinated Debentures" in the accompanying Prospectus. A
Debenture Tax Event would permit the Company to redeem the Series
A Debentures, as described more fully under "Description of
Corresponding Junior Subordinated Debentures--Optional
Redemption" and "Description of Junior Subordinated Debentures--
Redemption" in the accompanying Prospectus.
Distribution of the Series A Debentures
At any time, the Company has the right to terminate the
Series A Issuer and, after satisfaction of liabilities to
creditors, if any, of the Series A Issuer as provided by
applicable law, cause Series A Debentures to be distributed to
the holders of the Series A Preferred Securities in liquidation
of the Series A Issuer.
There can be no assurance as to the market prices for Series
A Preferred Securities or Series A Debentures that may be
distributed in exchange for Series A Preferred Securities if a
liquidation of the Series A Issuer were to occur. Accordingly,
the Series A Preferred Securities that an investor may purchase,
whether pursuant to the offer made hereby or in the secondary
market, or the Series A Debentures that a holder of Series A
Preferred Securities may receive on liquidation of the Series A
Issuer, may trade at a discount to the price that the investor
paid to purchase the Series A Preferred Securities offered
hereby. Because holders of Series A Preferred Securities may
receive Series A Debentures if the Company exercises its right to
terminate the Series A Issuer, prospective purchasers of Series A
Preferred Securities are also making an investment decision with
regard to the Series A Debentures and should carefully review all
the information regarding the Series A Debentures contained
herein. See "Description of Preferred Securities--Redemption--
Special Event Redemption or Distribution of Corresponding Junior
Subordinated Debentures" and "Description of Corresponding Junior
Subordinated Debentures--General" in the accompanying Prospectus.
Rights under the Series A Guarantee; Limitation as to Funds
Available to the Series A Issuer
The Series A Guarantee will be qualified as an indenture
under the Trust Indenture Act. The Bank of New York will act as
Guarantee Trustee for the purposes of compliance with the Trust
Indenture Act and will hold the Series A Guarantee for the
benefit of the holders of the Series A Preferred Securities. The
Bank of New York will also act as Corresponding Debenture Trustee
for the Series A Debentures and as Property Trustee under the
Series A Trust Agreement. The Bank of New York (Delaware) will
act as Delaware Trustee under the Series A Trust Agreement. The
Series A Guarantee guarantees to the holders of the Series A
Preferred Securities the following payments, to the extent not
paid by the Series A Issuer: (i) any accumulated and unpaid
Distributions required to be paid on the Series A Preferred
Securities, to the extent that the Series A Issuer has funds on
hand available therefor, (ii) the redemption price with respect
to any Series A Preferred Securities called for redemption to the
extent that the Series A Issuer has funds on hand available
therefor, and (iii) upon a voluntary or involuntary dissolution,
winding up or liquidation of the Series A Issuer (unless the
Series A Debentures are distributed to holders of the Series A
Preferred Securities), the lesser of (a) the aggregate of the
liquidation preference amount and all accumulated and unpaid
Distributions to the date of payment and (b) the amount of assets
of the Series A Issuer remaining available for distribution to
holders of the Series A Preferred Securities. The holders of not
less than a majority in aggregate liquidation preference amount
of the Series A Preferred Securities have the right to direct the
time, method and place of conducting any proceeding for any
remedy available to the Guarantee Trustee in respect of the
Series A Guarantee or to direct the exercise of any trust power
conferred upon the Guarantee Trustee under the Series A
Guarantee. Any holder of the Series A Preferred Securities may
institute a legal proceeding directly against the Company to
enforce its rights under the Series A Guarantee without first
instituting a legal proceeding against the Series A Issuer, the
Guarantee Trustee or any other person or entity. If the Company
were to default on its obligation to pay amounts payable under
the Series A Debentures, the Series A Issuer would lack funds for
the payment of Distributions or amounts payable on redemption of
the Series A Preferred Securities or otherwise, and, in such
event, holders of the Series A Preferred Securities would not be
able to rely upon the Series A Guarantee for payment of such
amounts. If the Property Trustee fails to enforce its rights
under the Series A Debentures or the Series A Trust Agreement, a
holder of Series A Preferred Securities may institute a legal
proceeding directly against the Company to enforce the Property
Trustee's rights under the Series A Debentures or the Series A
Trust Agreement, to the fullest extent permitted by law, without
first instituting any legal proceeding against the Property
Trustee or any other person or entity. Notwithstanding the
foregoing, a holder of Series A Preferred Securities may directly
institute a proceeding for enforcement of payment to such holder
of principal of or interest on the Series A Debentures having a
principal amount equal to the aggregate liquidation preference
amount of the Series A Preferred Securities of such holder on or
after the due dates specified in the Series A Debentures. See
"Description of Preferred Securities", "Description of Junior
Subordinated Debentures" and "Description of Guarantees" in the
accompanying Prospectus. The Series A Trust Agreement provides
that each holder of Series A Preferred Securities, by acceptance
thereof, agrees to the provisions of the Series A Guarantee and
the Corresponding Indenture.
Limited Voting Rights
Holders of Series A Preferred Securities will generally have
limited voting rights relating only to the modification of the
Series A Preferred Securities and the dissolution, winding-up or
termination of the Series A Issuer. Holders of Series A
Preferred Securities will not be entitled to vote to appoint,
remove or replace the Property Trustee or the Delaware Trustee,
which voting rights are vested exclusively in the holder of the
Series A Common Securities except upon the occurrence of certain
events. The Administrative Trustees and the Company may amend
the Series A Trust Agreement to ensure that the Series A Issuer
will be classified for United States Federal income tax purposes
as a "grantor trust" without the consent of holders, unless such
action adversely affects in any material respect the interests of
holders. See "Description of Preferred Securities--Voting
Rights; Amendment of Trust Agreement" and "--Removal of Issuer
Trustees" in the accompanying Prospectus.
Trading Price of Series A Preferred Securities May Not Reflect
Value of Accrued But Unpaid Interest
Application will be made to list the Series A Preferred
Securities on the NYSE. If approved for listing, the Series A
Preferred Securities may trade at a price that does not fully
reflect the value of accrued but unpaid interest with respect to
the underlying Series A Debentures. A holder of Series A
Preferred Securities who disposes of its Series A Preferred
Securities will be required to include in income (as ordinary
income) accrued but unpaid interest on the Series A Debentures
through the date of disposition for Federal income tax purposes
and to add such amount to its adjusted tax basis in its Series A
Preferred Securities disposed of. Such holder will recognize a
capital loss to the extent that the selling price (which may not
fully reflect the value of accrued but unpaid interest) is less
than its adjusted tax basis (which will include accrued but
unpaid interest). Subject to certain limited exceptions, capital
losses cannot be applied to offset ordinary income for United
States Federal income tax purposes. See "Certain United States
Federal Income Tax Considerations--Sale, Exchange and Redemption
of the Series A Preferred Securities".
ENTERGY LOUISIANA CAPITAL I
Entergy Louisiana Capital I is a statutory business trust
created under Delaware law pursuant to (i) a trust agreement
executed by the Company, as depositor of the Series A Issuer, the
Property Trustee, the Delaware Trustee and an Administrative
Trustee who is an officer of the Company and (ii) the filing of a
certificate of trust with the Delaware Secretary of State. Such
trust agreement will be amended and restated in its entirety
substantially in the form of the Series A Trust Agreement filed
as an exhibit to the Registration Statement of which this
Prospectus Supplement is a part. The Series A Trust Agreement
will be qualified as an indenture under the Trust Indenture Act.
The Series A Issuer's business and affairs will be conducted by
five Issuer Trustees: The Bank of New York, as Property Trustee,
The Bank of New York (Delaware), as Delaware Trustee, and three
individual Administrative Trustees who are employees or officers
of or affiliated with the Company. The Series A Issuer exists
for the exclusive purposes of (i) issuing and selling the Series
A Preferred Securities and Series A Common Securities, (ii) using
the proceeds from the sale of such securities to acquire Series
A Debentures issued by the Company and (iii) engaging in only
those other activities necessary, convenient or incidental
thereto. Accordingly, the Series A Debentures will be the sole
assets of the Series A Issuer, and payments under the Series A
Debentures will be the sole revenue of the Series A Issuer. All
of the Series A Common Securities will be owned by the Company.
The Series A Common Securities will rank pari passu, and payments
will be made thereon pro rata, with the Series A Preferred
Securities, except that upon the occurrence and continuance of an
event of default under the Series A Trust Agreement resulting
from a Debenture Event of Default, the rights of the Company as
holder of the Series A Common Securities to payment in respect of
Distributions and payments upon liquidation, redemption or
otherwise will be subordinated to the rights of the holders of
the Series A Preferred Securities. See "Description of Preferred
Securities--Subordination of Common Securities" in the
accompanying Prospectus. The Company will acquire Series A
Common Securities having an aggregate liquidation amount equal to
3% of the total capital of the Series A Issuer. The Series A
Issuer has a term of approximately 54 years, but may terminate
earlier as provided in the Series A Trust Agreement. The
principal executive office of the Series A Issuer is 639 Loyola
Avenue, New Orleans, LA 70113, Attention: Treasurer, and its
telephone number is (504) 576-4308. See "The Issuers" in the
accompanying Prospectus.
USE OF PROCEEDS
All of the proceeds from the sale of the Series A Preferred
Securities will be invested by the Series A Issuer in Series A
Debentures. The Company intends to use the proceeds from the
sale of such Series A Debentures to redeem shares of its
preferred stock as follows: [ ].
__________________
SELECTED FINANCIAL INFORMATION
(Dollars in Thousands)
The selected financial information of the Company set forth
below has been derived from and should be read in conjunction
with the financial statements and other financial information
contained in the Incorporated Documents.
For the Twelve Months Ended
December 31
March
31, 1995 1994 1993 1992 1991
1996
Income
Statement
Data:
Operating $1,739 $1,67 $1,710 $1,731 $1,553 $1,528
Revenues.... ,180 4,875 ,415 ,541 ,745 ,934
Operating 335,59 332,2 343,12 321,61 318,28 332,49
Income....... 0 69 0 2 0 6
. 133,36 134,8 133,97 135,20 140,62 167,29
Interest 4 85 7 9 8 1
Expense 206,00 201,5 213,83 188,80 182,98 166,57
(net). 5 37 9 8 9 2
Net
Income....... 3.26 3.18 2.91 3.06 2.79 2.40
...........
Ratio of
Earnings to
Fixed
Charges......
.....
CAPITALIZATION
(Dollars in Thousands)
The following table sets forth the consolidated
capitalization of the Company as of March 31, 1996. The
following data is qualified in its entirety by the financial
statements of the Company and other information contained
elsewhere in this Prospectus Supplement and the accompanying
Prospectus or incorporated herein or therein by reference.
As of March 31, 1996
Actual As Adjusted (1)
Balance Sheet Data: Amount Perce Amount Perce
nt nt
Capitalization:
Common Stock and $ 1,084,0 38.9 % $ %
Paid-in Capital 20
Retained Earnings 57,564 2.1
Total Common 1,141,5 41.0
Shareholder's Equity 84
Preferred Stock 160,500 5.8
(without sinking fund)
Preferred Stock 92,509 3.3
(with sinking fund)
.
Company Obligated
Mandatorily
Redeemable
Preferred Securities - -
of Subsidiary
Trust (2)
First Mortgage Bonds 614,907 22.1
(3)
Other Long-Term Debt 774,376 27.8
(3)
Total $ 2,783,8 100.0 % $ 100.0 %
Capitalization 76
(1)Adjusted to give effect to the consummation of the offering
of _____ Series A Preferred Securities and the application of
the estimated net proceeds therefrom to redeem shares of
preferred stock.
(2)As described herein, all of the assets of the Series A Issuer
will be $_____ million of the Series A Debentures issued by
the Company to the Series A Issuer. The Series A Debentures
will bear interest at the annual rate of ___% of the
principal amount thereof and will mature on __________,
_____. The Company owns all of the Series A Common
Securities of the Series A Issuer.
(3)Excludes current maturities of First Mortgage Bonds and Other
Long-Term Debt that totaled $111 million and $257,900,
respectively.
ACCOUNTING TREATMENT
For financial reporting purposes, the Series A Issuer will be
treated as a subsidiary of the Company and, accordingly, the
accounts of the Series A Issuer will be included in the
consolidated financial statements of the Company. The Series A
Preferred Securities will be presented as a separate line item in
the consolidated balance sheet of the Company entitled "Company
Obligated Mandatorily Redeemable Preferred Securities of
Subsidiary Trust Holding Solely Company Junior Subordinated
Debentures" and appropriate disclosures about the Series A
Preferred Securities, the Series A Guarantee and the Series A
Debentures will be included in the notes to the consolidated
financial statements. For financial reporting purposes, the
Company will record Distributions payable on the Series A
Preferred Securities as an expense.
CERTAIN TERMS OF THE SERIES A PREFERRED SECURITIES
General
The following summary of certain terms and provisions of the
Series A Preferred Securities supplements, and, to the extent
inconsistent with, replaces, the description of the terms and
provisions of the Preferred Securities set forth in the
accompanying Prospectus under the heading "Description of
Preferred Securities", to which description reference is hereby
made. This summary of certain terms and provisions of the Series
A Preferred Securities does not purport to be complete and is
subject to, and qualified in its entirety by reference to, the
Series A Trust Agreement. The form of the Series A Trust
Agreement has been filed as an exhibit to the Registration
Statement of which this Prospectus Supplement and accompanying
Prospectus are a part.
Distributions
The Series A Preferred Securities represent undivided
beneficial interests in the assets of the Series A Issuer and
Distributions on each Series A Preferred Security will be payable
at the annual rate of ___% of the stated liquidation preference
amount of $25, payable quarterly in arrears on March 31, June 30,
September 30 and December 31 of each year. Distributions that
are in arrears for more than one quarter will accumulate
additional Distributions thereon at the rate per annum of _____%
thereof, compounded quarterly ("Additional Amounts"). The term
"Distributions" as used herein shall include any such Additional
Amounts. Distributions will accumulate from ____________, 1996,
the date of original issuance. The first Distribution payment
date for the Series A Preferred Securities will be _______ __,
1996, and such Distribution will be cumulative from the date of
original issuance. The amount of Distributions payable for any
period will be computed on the basis of a 360-day year of twelve
30-day months. See "Description of Preferred Securities--
Distributions" in the accompanying Prospectus.
So long as no Debenture Event of Default under the
Corresponding Indenture has occurred and is continuing, the
Company has the right under the Corresponding Indenture to defer
the payment of interest on the Series A Debentures at any time
and from time to time, for one or more Extension Periods, each of
which, together with all previous and further extensions of such
Extension Period prior to its termination, may not exceed 20
consecutive quarters and may not extend beyond the maturity of
the Series A Debentures. As a consequence of any such election,
quarterly Distributions on the Series A Preferred Securities
would be deferred (but would continue to accumulate additional
Distributions thereon at the rate of ___% per annum, compounded
quarterly) by the Series A Issuer during any such Extension
Period. In the event that the Company exercises this right,
during any such Extension Period, the Company may not (i) declare
or pay any dividends or distributions on, or redeem, purchase,
acquire or make a liquidation payment with respect to, any of the
Company's capital stock or (ii) make any payment of principal,
interest or premium, if any, on or repay, repurchase or redeem
any debt securities (including other Junior Subordinated
Debentures) that rank pari passu with or junior in interest to
the Series A Debentures or make any guarantee payments with
respect to the foregoing (other than (a) dividends or
distributions in common stock of the Company and (b) payments
under any Guarantee). Upon the termination of any such Extension
Period and the payment of all amounts then due, the Company may
elect to begin a new Extension Period, subject to the above
requirements. See "Certain Terms of the Series A Debentures--
Option to Extend Interest Payment Period" and "Certain United
States Federal Income Tax Consequences--Potential Extension of
Interest Payment Period and Original Issue Discount".
The Company has no current intention of exercising its right
to defer payments of interest by extending the interest payment
period on the Series A Debentures.
Redemption
Upon the repayment or redemption, in whole or in part, of the
Series A Debentures, whether at maturity or upon earlier
redemption as provided in the Corresponding Indenture, the
proceeds from such repayment or redemption shall be applied by
the Property Trustee to redeem a Like Amount of the Series A
Preferred Securities, upon not less than 30 nor more than 60 days
notice, at a Redemption Price equal to the aggregate liquidation
preference of such Series A Preferred Securities plus accumulated
and unpaid Distributions thereon to the Redemption Date. See
"Description of Preferred Securities--Redemption" in the
accompanying Prospectus and "Certain Terms of the Series A
Debentures--Redemption". The Company will have the right to
redeem the Series A Debentures (i) on or after ___________, 2001,
in whole at any time or in part from time to time, at a
redemption price equal to the accrued and unpaid interest on the
Series A Debentures so redeemed to the date fixed for redemption
plus 100% of the principal amount thereof, or (ii) at any time,
in whole (but not in part), upon the occurrence of a Special
Event, at a redemption price equal to the accrued and unpaid
interest on the Series A Debentures so redeemed to the date fixed
for redemption plus 100% of the principal amount thereof. See
"Description of Junior Subordinated Debentures--Redemption" and
"Description of Corresponding Junior Subordinated Debentures--
Optional Redemption" in the accompanying Prospectus.
Distribution of Series A Debentures
At any time, the Company will have the right to terminate the
Series A Issuer and, after satisfaction of the liabilities of
creditors of the Series A Issuer as provided by applicable law,
cause the Series A Debentures to be distributed to the holders of
the Series A Preferred Securities and the Series A Common
Securities in liquidation of the Series A Issuer. See "Certain
Terms of the Series A Debentures--Distribution of Series A
Debentures". Under current United States Federal income tax law,
provided the Series A Issuer is treated as a "grantor trust" at
the time of such distribution, such distribution would not be a
taxable event to holders of the Series A Preferred Securities.
See "Certain United States Federal Income Tax Considerations--
Receipt of Series A Debentures or Cash Upon Liquidation of the
Series A Issuer".
Liquidation Value
The amount payable on the Series A Preferred Securities in
the event of any liquidation of the Series A Issuer is $25 per
Series A Preferred Security plus accumulated and unpaid
Distributions, unless, subject to certain exceptions, in
connection with such liquidation, the Series A Debentures are
distributed to the holders of the Series A Preferred Securities.
See "Description of Preferred Securities--Liquidation
Distribution upon Termination" in the accompanying Prospectus.
CERTAIN TERMS OF THE SERIES A DEBENTURES
General
The following summary of certain terms and provisions of the
Series A Debentures supplements, and to the extent inconsistent
with, replaces, the description of the terms and provisions of
the Corresponding Junior Subordinated Debentures set forth in the
accompanying Prospectus under the headings "Description of Junior
Subordinated Debentures" and "Description of Corresponding Junior
Subordinated Debentures", to which description reference is
hereby made. The summary of certain terms and provisions of the
Series A Debentures set forth below does not purport to be
complete and is subject to, and qualified in its entirety by
reference to, the Corresponding Indenture. The Corresponding
Indenture has been filed as an exhibit to the Registration
Statement of which this Prospectus Supplement and accompanying
Prospectus are a part.
Concurrently with the issuance of the Series A Preferred
Securities, the Series A Issuer will invest the proceeds thereof
and the consideration paid by the Company for the Series A Common
Securities in the Series A Debentures issued by the Company. The
Series A Debentures will bear interest at the annual rate of
____% of the principal amount thereof, payable quarterly in
arrears on March 31, June 30, September 30 and December 31 of
each year (each, an "Interest Payment Date"), commencing _____
__, 1996, to the person in whose name each Series A Debenture is
registered, subject to certain exceptions, as of the close of
business on the Business Day (as defined in the Corresponding
Indenture) next preceding such Interest Payment Date. Each
Series A Debenture will be held in the name of the Property
Trustee in trust for the benefit of the holders of the Series A
Preferred Securities. The amount of interest payable for any
period will be computed on the basis of a 360-day year of twelve
30-day months. In the event that any date on which interest is
payable on the Series A Debentures is not a Business Day, then
payment of the interest payable on such date will be made on the
next succeeding day which is a Business Day (and without any
interest or other payment in respect of any such delay), except
that, if such Business Day is in the next succeeding calendar
year, such payment shall be made on the immediately preceding
Business Day, in each case with the same force and effect as if
made on the date such payment was originally payable. Interest
that is in arrears for more than one quarter will bear additional
interest on the amount thereof (to the extent permitted by law)
at the rate per annum of ___% thereof, compounded quarterly. The
term "interest" as used herein shall include quarterly interest
payments, interest on quarterly interest payments in arrears and
Additional Interest, as applicable.
The Series A Debentures will be issued as a series of
Corresponding Junior Subordinated Debentures under the
Corresponding Indenture. The Series A Debentures will mature on
____________, _____. The Series A Debentures will be unsecured
and will rank junior and be subordinate in right of payment to
all Senior Debt of the Company. The Corresponding Indenture does
not limit the incurrence or issuance of other secured or
unsecured debt of the Company, whether under the Corresponding
Indenture, any other indenture that the Company may enter into in
the future or otherwise. See "Description of Junior Subordinated
Debentures--Subordination" in the accompanying Prospectus.
Option to Extend Interest Payment Period
So long as no Debenture Event of Default under the
Corresponding Indenture has occurred and is continuing, the
Company has the right under the Corresponding Indenture at any
time during the term of the Series A Debentures to defer the
payment of interest at any time or from time to time for one or
more Extension Periods, each of which, together with all previous
and further extensions of such Extensions Period prior to its
termination, may not exceed 20 consecutive quarters and may not
extend beyond the maturity of the Series A Debentures. At the
end of such Extension Period, the Company must pay all interest
then accrued and unpaid (together with interest thereon at the
annual rate of _____% to the extent permitted by applicable law).
During an Extension Period, interest will continue to accrue and
holders of Series A Debentures will be required to accrue
interest income for United States Federal income tax purposes.
See "Certain United States Federal Income Tax Considerations-
Potential Extension of Interest Payment Period and Original Issue
Discount".
In the event that the Company exercises this right, during
any such Extension Period, the Company may not (i) declare or pay
any dividends or distributions on, or redeem, purchase, acquire,
or make a liquidation payment with respect to, any of the
Company's capital stock or (ii) make any payment of principal,
interest or premium, if any, on or repay, repurchase or redeem
any debt securities (including other Junior Subordinated
Debentures) that rank pari passu with or junior in interest to
the Series A Debentures or make any guarantee payments with
respect to the foregoing (other than (a) dividends or
distributions in common stock of the Company and (b) payments
under any Guarantee). Upon the termination of any such Extension
Period and the payment of all amounts then due, the Company may
elect to begin a new Extension Period, subject to the above
requirements. No interest shall be due and payable during an
Extension Period, except at the end thereof. The Company must
give the Property Trustee, the Administrative Trustees and the
Corresponding Debenture Trustee notice of its selection of such
Extension Period at least one Business Day prior to the earlier
of (i) the date the Distributions on the Series A Preferred
Securities are payable and (ii) the date the Administrative
Trustees are required to give notice to the NYSE or other
applicable self-regulatory organization or to holders of such
Series A Preferred Securities of the record date or the date such
Distributions are payable, but in any event not less than one
Business Day prior to such record date. An Administrative
Trustee shall give notice of the Company's election to begin such
Extension Period to the holders of the Series A Preferred
Securities within five business days of the receipt of notice
thereof. See "Description of Junior Subordinated Debentures--
Option to Extend Interest Payment Period" in the accompanying
Prospectus.
Redemption
The Series A Debentures are redeemable prior to maturity at
the option of the Company (i) on or after ________, 2001, in
whole at any time or in part from time to time, at a redemption
price equal to the accrued and unpaid interest on the Series A
Debentures so redeemed to the date fixed for redemption plus 100%
of the principal amount thereof, or (ii) at any time, in whole
(but not in part), upon the occurrence of a Special Event, at a
redemption price equal to the accrued and unpaid interest on the
Series A Debentures so redeemed to the date fixed for redemption
plus 100% of the principal amount thereof. See "Description of
Junior Subordinated Debentures--Redemption" and "Description of
Corresponding Junior Subordinated Debentures--Optional
Redemption" in the accompanying Prospectus.
Distribution of Series A Debentures
At any time, the Company has the right to terminate the
Series A Issuer, and, in such event, Series A Debentures will be
distributed to the holders of the Series A Preferred Securities
in liquidation of the Series A Issuer after satisfaction of
liabilities to creditors of the Series A Issuer as provided by
applicable law. If distributed to holders of Series A Preferred
Securities in liquidation, the Series A Debentures will initially
be issued in the form of one or more global securities and DTC,
or any successor depositary for the Series A Preferred
Securities, will act as depositary for the Series A Debentures.
It is anticipated that the depositary arrangements for the Series
A Debentures would be substantially identical to those in effect
for the Series A Preferred Securities. If the Series A
Debentures are distributed to the holders of Series A Preferred
Securities upon the liquidation of the Series A Issuer, the
Company will use its best efforts to list the Series A Debentures
on the NYSE or such other stock exchanges or other organizations,
if any, on which the Series A Preferred Securities are then
listed. There can be no assurance as to the market price of any
Series A Debentures that may be distributed to the holders of
Series A Preferred Securities. For a description of DTC and the
terms of the depositary arrangements relating to payments,
transfers, voting rights, redemption and other notices and other
matters, see "Description of Preferred Securities--Book-Entry
Issuance" in the accompanying Prospectus.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following summary describes certain United States
Federal income tax consequences relevant to the purchase,
ownership and disposition of the Series A Preferred Securities as
of the date hereof and represents the opinion of Reid & Priest
LLP, counsel to the Company, insofar as it relates to matters of
law or legal conclusions. Except where noted, it deals only with
Series A Preferred Securities held as capital assets and does not
deal with special situations, such as those of dealers in
securities or currencies, financial institutions, life insurance
companies, persons holding Series A Preferred Securities as part
of a hedging or conversion transaction or a straddle, United
States Holders (as defined herein) whose "functional currency" is
not the United States dollar, or persons who are not United
States Holders. In addition, this discussion does not address
the tax consequences to persons who purchase Series A Preferred
Securities other than pursuant to their initial issuance and
distribution. Furthermore, the discussion below is based upon
the provisions of the Internal Revenue Code of 1986, as amended,
and regulations, rulings and judicial decisions thereunder as of
the date hereof, and such authorities may be repealed, revoked or
modified at any time so as to result in United States Federal
income tax consequences different from those discussed below.
These authorities are subject to various interpretations and it
is therefore possible that the United States Federal income tax
treatment of the Series A Preferred Securities may differ from
the treatment described below.
PROSPECTIVE PURCHASERS OF SERIES A PREFERRED SECURITIES,
INCLUDING PERSONS WHO ARE NOT UNITED STATES HOLDERS AND PERSONS
WHO PURCHASE SERIES A PREFERRED SECURITIES IN THE SECONDARY
MARKET, ARE ADVISED TO CONSULT WITH THEIR TAX ADVISORS AS TO THE
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE PURCHASE,
OWNERSHIP AND DISPOSITION OF SERIES A PREFERRED SECURITIES IN
LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, AS WELL AS THE EFFECT OF
ANY STATE, LOCAL OR OTHER TAX LAWS.
United States Holders
As used herein, a "United States Holder" means a Series A
Preferred Security holder that is a citizen or a resident of the
United States, a corporation, partnership or other entity created
or organized in or under the laws of the United States or any
political subdivision thereof, or an estate or trust the income
of which is subject to United States Federal income taxation
regardless of its source.
Classification of Entergy Louisiana Capital I
Reid & Priest LLP, counsel to the Company and the Series A
Issuer, is of the opinion that, under current law and assuming
full compliance with the terms of the Corresponding Indenture and
the instruments establishing the Series A Issuer (and certain
other documents), the Series A Issuer will be classified as a
"grantor trust" for United States Federal income tax purposes and
will not be classified as an association taxable as a
corporation. Each United States Holder will be treated as owning
an undivided beneficial interest in the Series A Debentures.
Accordingly, each United States Holder will be required to
include in its gross income interest (in the form of original
issue discount ("OID")) accrued with respect to its allocable
share of Series A Debentures as described below. No amount
included in income with respect to the Series A Preferred
Securities will be eligible for the dividends received deduction.
Investors should be aware that the opinion of Reid & Priest LLP
is not binding on the Internal Revenue Service (the "IRS") or the
courts.
Classification of the Series A Debentures
Based on the advice of its counsel, the Company believes and
intends to take the position that the Series A Debentures will
constitute indebtedness for United States Federal income tax
purposes. No assurance can be given that such position will not
be challenged by the IRS, or, if challenged, that such challenge
will not be successful. By purchasing and accepting Series A
Preferred Securities, each holder thereof covenants to treat the
Series A Debentures as indebtedness and the Series A Preferred
Securities as evidence of an indirect beneficial ownership in the
Series A Debentures. The remainder of this discussion assumes
that the Series A Debentures will be classified as indebtedness
of the Company for United States Federal income tax purposes.
Possible Tax Law Changes
On March 19, 1996, the Revenue Reconciliation Bill of 1996
(the "Bill"), the revenue portion of President Clinton's budget
proposal, was released. The Bill would, among other things,
generally deny interest deductions for interest on an instrument
issued by a corporation that has a maximum weighted average
maturity of more than 40 years. The Bill would also generally
treat as equity an instrument, issued by a corporation, that has
a maximum term of more than 20 years and that is not shown as
indebtedness on the separate balance sheet of the issuer or,
where the instrument is issued to a related party (other than a
corporation), where the holder or some other related party issues
a related instrument that is not shown as indebtedness on the
issuer's consolidated balance sheet. The above-described
provisions were proposed to be effective generally for
instruments issued on or after December 7, 1995. If either
provision were to apply to the Series A Debentures, the Company
would be unable to deduct interest on the Series A Debentures.
However, on March 29, 1996, the Chairmen of the Senate Finance
and House Ways and Means Committees issued a joint statement to
the effect that it was their intention that the effective date of
the President's legislative proposals, if adopted, will be no
earlier than the date of appropriate Congressional action. There
can be no assurance, however, that current or future legislative
proposals or final legislation will not affect the ability of the
Company to deduct interest on the Series A Debentures. If
legislation were enacted limiting, in whole or in part, the
deductibility by the Company of interest on the Series A
Debentures for United States Federal income tax purposes, such
enactment could give rise to a Tax Event or a Debenture Tax
Event. A Tax Event would permit the Company to cause a
redemption of the Series A Preferred Securities as described more
fully under "Description of Preferred Securities--Redemption-
Special Event Redemption or Distribution of Corresponding Junior
Subordinated Debentures" in the accompanying Prospectus. A
Debenture Tax Event would permit the Company to redeem the Series
A Debentures, as described more fully under "Description of
Corresponding Junior Subordinated Debentures--Optional
Redemption" and "Description of Junior Subordinated Debentures--
Redemption" in the accompanying Prospectus.
Potential Extension of Interest Payment Period and Original Issue
Discount
Under the terms of the Series A Debentures, the Company has
the option to defer payments of interest for up to 20 consecutive
quarterly interest payment periods and to pay as a lump sum at
the end of such period all of the interest that has accrued
during such period. During any such Extension Period,
Distributions on the Series A Preferred Securities will also be
deferred. Because of this option to extend the interest payment
periods, the Series A Debentures will be treated as having been
issued with OID for United States Federal income tax purposes.
As a result, United States Holders will be required to accrue
interest income (in the form of OID) on an economic accrual basis
even if they use the cash method of accounting. In the event of
an Extension Period, a United States Holder will be required to
continue to include OID in income notwithstanding that the Series
A Issuer will not make any Distribution on the Series A Preferred
Securities during such Extension Period. As a result, any United
States Holder who disposes of Series A Preferred Securities prior
to the record date for the payment of Distributions following
such Extension Period will include interest in gross income but
will not receive any Distributions related thereto from the
Series A Issuer. The tax basis of a Series A Preferred Security
will be increased by the amount of any OID that is included in
income, and will be decreased when and if Distributions are
subsequently received from the Series A Issuer by such holders.
Receipt of Series A Debentures or Cash Upon Liquidation of the
Series A Issuer
At any time the Company has the right to cause Series A
Debentures to be distributed to holders of Series A Preferred
Securities in exchange for the Series A Preferred Securities and
in liquidation of the Series A Issuer. Under current law, for
United States Federal income tax purposes, if the Series A Issuer
is treated as a "grantor trust" at the time of distribution, such
distribution would be treated as a non-taxable event to each
United States Holder, and each United States Holder would receive
an aggregate tax basis in the Series A Debentures equal to such
Holder's aggregate tax basis in its Series A Preferred
Securities. A United States Holder's holding period for the
Series A Debentures received in liquidation of the Series A
Issuer would include the period during which such holder held the
Series A Preferred Securities.
Under certain circumstances, as described under the caption
"Description of Preferred Securities--Redemption" in the
accompanying Prospectus, the Series A Debentures may be redeemed
for cash and the proceeds of such redemption distributed to
holders of Series A Preferred Securities in redemption of the
Series A Preferred Securities. Under current law, such a
redemption would, for United States Federal income tax purposes,
constitute a taxable disposition of the Series A Preferred
Securities, and a United States Holder would recognize gain or
loss as if such holder had sold such redeemed Series A Preferred
Securities. See "Sale, Exchange and Redemption of the Series A
Preferred Securities" below.
Sale, Exchange and Redemption of the Series A Preferred
Securities
Upon the sale, exchange or redemption of Series A Preferred
Securities, a United States Holder will recognize gain or loss
equal to the difference between the amount realized upon the
sale, exchange or redemption and such holder's adjusted tax basis
in the Series A Preferred Securities. A United States Holder's
adjusted tax basis will, in general, be the issue price of the
Series A Preferred Securities, increased by the OID previously
included in income by the United States Holder and reduced by any
Distributions on the Series A Preferred Securities. Such gain or
loss will be capital gain or loss and will be long-term capital
gain or loss if at the time of sale, exchange or redemption, the
Series A Preferred Securities have been held for more than one
year. Under current law, net capital gains of individuals are,
under certain circumstances, taxed at lower rates than items of
ordinary income. The deductibility of capital losses is subject
to limitations.
Information Reporting and Backup Withholding
Subject to the qualification discussed below, income on the
Series A Preferred Securities will be reported to holders on Form
1099, which should be mailed to such holders by January 31
following each calendar year.
The Series A Issuer will be obligated to report annually to
Cede & Co., as holder of record of the Series A Preferred
Securities, the OID related to the Series A Debentures that
accrued during the year. The Series A Issuer currently intends
to report such information on Form 1099 prior to January 31
following each calendar year. The Underwriters have indicated to
the Series A Issuer that, to the extent that they hold Series A
Preferred Securities as nominees for beneficial holders, they
currently expect to report the OID that accrued during the
calendar year on such Series A Preferred Securities to such
beneficial holders on Form 1099 by January 31 following each
calendar year. Under current law, holders of Series A Preferred
Securities who hold as nominees for beneficial holders will not
have any obligation to report information regarding the
beneficial holders to the Series A Issuer. The Series A Issuer,
moreover, will not have any obligation to report to beneficial
holders who are not also record holders. Thus, beneficial
holders of Series A Preferred Securities who hold their Series A
Preferred Securities through the Underwriters will receive Forms
1099 reflecting the income on their Series A Preferred Securities
from such Underwriters rather than from the Series A Issuer.
Payments made in respect of, and proceeds from the sale of,
Series A Preferred Securities (or Series A Debentures distributed
to holders of Series A Preferred Securities) may be subject to
"backup" withholding tax of 31% unless the holder complies with
certain identification requirements or if such holder has
previously failed to report in full dividend and interest income.
Any withheld amounts will be allowed as a refund or a credit
against the holder's United States Federal income tax liability,
provided the required information is provided to the IRS.
These information reporting and backup withholding tax rules
are subject to temporary Treasury Regulations. Accordingly, the
application of such rules to the Series A Preferred Securities
could be changed.
UNDERWRITING
Subject to the terms and conditions of the Underwriting
Agreement, the Company and the Series A Issuer have agreed that
the Series A Issuer will sell to each of the Underwriters named
below, and each of such Underwriters, for whom Goldman, Sachs &
Co., __________________________ and _________________________ are
acting as representatives, has severally agreed to purchase from
the Series A Issuer the respective number of Series A Preferred
Securities set forth opposite its name below:
Number of
Series A
Preferred
Underwriter Securities
Goldman, Sachs & Co.
Subject to the terms and conditions set forth in the
Underwriting Agreement, the Underwriters are committed to take
and pay for all such Series A Preferred Securities offered
hereby, if any are taken, provided, that under certain
circumstances involving a default of one or more Underwriters,
less than all of the Series A Preferred Securities may be
purchased. Default by one Underwriter would not relieve any non-
defaulting Underwriter from its several obligation, and in the
event of such a default, the non-defaulting Underwriters may be
required by the Company to purchase the Series A Preferred
Securities that it has severally agreed to purchase and, in
addition, to purchase the Series A Preferred Securities that the
defaulting Underwriter or Underwriters shall have failed to
purchase up to an amount equal to one-ninth of the Series A
Preferred Securities that such non-defaulting Underwriter or
Underwriters have otherwise agreed to purchase.
The Underwriters propose to offer the Series A Preferred
Securities in part directly to the public at the initial public
offering price set forth on the cover page of this Prospectus
Supplement, and in part to certain securities dealers at such
price less a concession of $_______ per Series A Preferred
Security. The Underwriters may allow, and such dealers may
reallow, a concession not in excess of $_______ per Series A
Preferred Security to certain brokers and dealers. After the
Series A Preferred Securities are released for sale to the
public, the offering price and other selling terms may from time
to time be varied by the representatives.
In view of the fact that the proceeds from the sale of the
Series A Preferred Securities will be used to purchase the Series
A Debentures, the Underwriting Agreement provides that the
Company will pay as Underwriters' Compensation for the
Underwriters arranging the investment therein of such proceeds an
amount of $ _______ per Series A Preferred Security for the
accounts of the several Underwriters.
The Company and the Series A Issuer have agreed that, during
the period beginning from the date of the Underwriting Agreement
and continuing to and including the earlier of (i) the
termination of trading restrictions on the Series A Preferred
Securities, as determined by the Underwriters, and (ii) 30 days
after the closing date, they will not offer, sell, contract to
sell or otherwise dispose of any Series A Preferred Securities,
any other beneficial interests in the assets of the Series A
Issuer, or any preferred securities or any other securities of
the Series A Issuer or the Company that are substantially similar
to the Series A Preferred Securities, including any guarantee of
such securities, or any securities convertible into or
exchangeable for or that represent the right to receive
securities, preferred securities or any such substantially
similar securities of either the Series A Issuer or the Company,
without the prior written consent of the representatives, except
for the Series A Preferred Securities, the Series A Common
Securities and the Series A Guarantee.
Prior to this offering, there has been no public market for
the Series A Preferred Securities. Application will be made to
list the Series A Preferred Securities on the NYSE. In order to
meet one of the requirements for listing the Series A Preferred
Securities on the NYSE, the Underwriters will undertake to sell
lots of 100 or more Series A Preferred Securities to a minimum of
400 beneficial holders. Trading of the Series A Preferred
Securities on the NYSE is expected to commence within a seven-day
period after the initial delivery of the Series A Preferred
Securities. The representatives of the Underwriters have advised
the Company that they intend to make a market in the Series A
Preferred Securities prior to commencement of trading on the
NYSE, but are not obligated to do so and may discontinue market
making at any time without notice. No assurance can be given as
to the liquidity of the trading market for the Series A Preferred
Securities.
The Company and the Series A Issuer have agreed to indemnify
the several Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933, as amended, or to
contribute to payments that the Underwriters may be required to
make in respect thereof.
Certain of the Underwriters or their affiliates have provided
from time to time, and expect to provide in the future,
investment or commercial banking services to the Company and its
affiliates, for which such Underwriters or their affiliates have
received or will receive customary fees and commissions.
EXPERTS
The Company's balance sheets as of December 31, 1995 and
1994 and the statements of income, retained earnings, and cash
flows and the related financial statement schedule for each of
the two years ended December 31, 1995, incorporated by reference
in the Prospectus accompanying this Prospectus Supplement, have
been incorporated by reference therein in reliance on the reports
of Coopers & Lybrand L.L.P., independent accountants, given on
the authority of that firm as experts in accounting and auditing.
The statements of income, retained earnings, and cash flows
and the related financial statement schedule for the year ended
December 31, 1993, incorporated in the Prospectus accompanying
this Prospectus Supplement by reference to the Company's Annual
Report on Form 10-K for the year ended December 31, 1995, have
been audited by Deloitte & Touche LLP, independent auditors, as
stated in their reports dated February 11, 1994, also
incorporated by reference therein and have been so included in
reliance upon the reports of such firm given upon their authority
as experts in accounting and auditing.
LEGAL OPINIONS
Certain matters of Delaware law relating to the validity of
the Series A Preferred Securities, the enforceability of the
Series A Trust Agreement and the creation of the Series A Issuer
are being passed upon by Richards, Layton & Finger, P.A., special
Delaware counsel to the Company and the Series A Issuer. The
validity of the Series A Guarantee and the Series A Debentures
will be passed upon for the Company by Denise C. Redmann, Senior
Counsel -- Corporate and Securities of Entergy Services, Inc. and
by Reid & Priest LLP, New York counsel to the Company. Matters
pertaining to New York law will be passed upon by Reid & Priest
LLP, New York counsel to the Company, and matters pertaining to
Louisiana law will be passed upon by Denise C. Redmann, Senior
Attorney - Corporate and Securities of Entergy Services, Inc.,
Louisiana counsel to the Company. Certain legal matters will be
passed upon for the Underwriters by Winthrop, Stimson, Putnam &
Roberts, New York, New York. Certain matters relating to United
States Federal income tax considerations are being passed upon by
Reid & Priest LLP, special counsel to the Company and the Series
A Issuer.
SUBJECT TO COMPLETION, DATED JULY 1, 1996
P R O S P E C T U S
$150,000,000
ENTERGY LOUISIANA CAPITAL I
ENTERGY LOUISIANA CAPITAL II
ENTERGY LOUISIANA, INC. ENTERGY LOUISIANA CAPITAL III
Junior Subordinated Deferrable Preferred Securities fully and
Interest Debentures unconditionally guaranteed as
set forth herein by
ENTERGY LOUISIANA, INC.
Entergy Louisiana, Inc. (formerly Louisiana Power & Light
Company), a Louisiana corporation (the "Company"), may from time
to time offer in one or more series or issuances its junior
subordinated deferrable interest debentures (the "Junior
Subordinated Debentures") to be issued under the Indenture for
Unsecured Subordinated Debt Securities, which will be qualified
under and subject to the Trust Indenture Act of 1939, as amended
(the "Trust Indenture Act"). The Junior Subordinated Debentures
will be unsecured and subordinate and junior in right of payment
to Senior Debt (as defined in "Description of Junior Subordinated
Debentures -- Subordination") of the Company. If provided in an
accompanying Prospectus Supplement, the Company will have the
right to defer payments of interest on any series of Junior
Subordinated Debentures by extending the interest payment period
thereon at any time or from time to time for such number of
consecutive interest payment periods (which shall not extend
beyond the maturity of the Junior Subordinated Debentures) with
respect to each deferral period as may be specified in such
Prospectus Supplement (each, an "Extension Period"). See
"Description of Junior Subordinated Debentures -- Option to
Extend Interest Payment Period" and "--Certain Covenants of the
Company".
Entergy Louisiana Capital I, Entergy Louisiana Capital II
and Entergy Louisiana Capital III, each a statutory business
trust created under the laws of the State of Delaware (each, an
"Issuer", and collectively, the "Issuers"), may severally offer,
from time to time, its respective preferred securities (the
"Preferred Securities") representing preferred undivided
beneficial interests in the assets of each Issuer. The Company
will be the owner of the common securities (the "Common
Securities") representing common undivided beneficial interests
in the assets of each Issuer. The payment of periodic cash
distributions ("Distributions") with respect to the Preferred
Securities of each Issuer and payments on liquidation or
redemption with respect to such Preferred Securities, in each
case out of funds held by such Issuer, are each irrevocably
guaranteed by the Company to the extent described herein (each, a
"Guarantee", and collectively, the "Guarantees"). See
"Description of Guarantees". The obligations of the Company
under each Guarantee will be subordinate and junior in right of
payment to all Senior Debt of the Company. Concurrently with the
issuance by an Issuer of its Preferred Securities, such Issuer
will invest the proceeds thereof and any contributions made in
respect of the Common Securities in a corresponding series of the
Company's Junior Subordinated Debentures (the "Corresponding
Junior Subordinated Debentures") to be issued under the Indenture
for Unsecured Subordinated Debt Securities relating to Trust
Securities dated as of July 1, 1996 (the "Corresponding
Indenture"), which will be qualified under and subject to the
Trust Indenture Act, with terms corresponding to the terms of
that Issuer's Preferred Securities. The Corresponding Junior
Subordinated Debentures will be the sole assets of each Issuer,
and payments under the Corresponding Junior Subordinated
Debentures and the Expense Agreement (as defined herein) will be
the only revenue of each Issuer. Upon the occurrence of certain
events as described herein and in an accompanying Prospectus
Supplement, the Company may redeem the Corresponding Junior
Subordinated Debentures or, at any time, the Company may
terminate each Issuer and, after satisfaction of liabilities to
creditors of each Issuer, if any, as provided by applicable law,
cause the Corresponding Junior Subordinated Debentures to be
distributed to the holders of Preferred Securities in liquidation
of their interest in such Issuer. See "Description of Preferred
Securities -- Liquidation Distribution Upon Termination".
Holders of the Preferred Securities will be entitled to
receive preferential cumulative Distributions accruing from the
date of original issuance and payable periodically as specified
in an accompanying Prospectus Supplement. If provided in an
accompanying Prospectus Supplement, the Company will have the
right to defer payments of interest on any series of
Corresponding Junior Subordinated Debentures by extending the
interest payment period thereon at any time or from time to time
for one or more Extension Periods (which shall not extend beyond
the maturity of the Corresponding Junior Subordinated
Debentures). If interest payments are so deferred, Distributions
on the corresponding series of Preferred Securities will also be
deferred and the Company will not be permitted, subject to
certain exceptions set forth herein, to declare or pay any cash
distributions with respect to the Company's capital stock or debt
securities that rank pari passu with or junior to the
Corresponding Junior Subordinated Debentures or make any
guarantee payments with respect to the foregoing. During an
Extension Period, interest on the Corresponding Junior
Subordinated Debentures will continue to accrue (and the
Preferred Securities will accumulate additional Distributions
thereon) at the rate per annum set forth in the related
Prospectus Supplement. See "Description of Junior Subordinated
Debentures -- Option to Extend Interest Payment Period" and "--
Certain Covenants of the Company".
The Junior Subordinated Debentures and Preferred Securities
may be offered in amounts, at prices and on terms to be
determined at the time of offering provided, however, that the
aggregate initial public offering price of all Junior
Subordinated Debentures (other than Corresponding Junior
Subordinated Debentures) and Preferred Securities issued
pursuant to the Registration Statement of which this Prospectus
forms a part shall not exceed $150,000,000. Certain specific
terms of the Junior Subordinated Debentures or Preferred
Securities in respect of which this Prospectus is being delivered
will be described in an accompanying Prospectus Supplement,
including without limitation and where applicable and to the
extent not set forth herein, (a) in the case of Junior
Subordinated Debentures, the specific designation, aggregate
principal amount, denominations, maturity, interest payment
dates, interest rate (which may be fixed or variable) or method
of calculating interest, applicable Extension Period or interest
deferral terms, if any, place or places where principal, premium,
if any, and interest, if any, will be payable, any terms of
redemption, any sinking fund provisions, terms for any conversion
or exchange into other securities, initial offering or purchase
price, methods of distribution and any other special terms, and
(b) in the case of Preferred Securities, the identity of the
Issuer, specific title, aggregate amount, stated liquidation
preference, number of securities, Distribution rate, applicable
Extension Period or Distribution deferral terms, if any, place or
places where Distributions will be payable, any terms of
redemption, initial offering or purchase price, methods of
distribution and any other special terms.
As more fully described herein, the Company will, through
each Guarantee, each Trust Agreement, each series of
Corresponding Junior Subordinated Debentures, the Corresponding
Indenture and each Expense Agreement, taken together, fully,
irrevocably and unconditionally guarantee all of each Issuer's
obligations under each series of Preferred Securities.
An accompanying Prospectus Supplement also will contain
information, as applicable, about certain United States Federal
income tax considerations relating to the Junior Subordinated
Debentures or Preferred Securities.
The Junior Subordinated Debentures and Preferred Securities
may be sold to or through underwriters, through dealers,
remarketing firms or agents involved in the sale of Junior
Subordinated Debentures or Preferred Securities in respect of
which this Prospectus is being delivered and any applicable fee,
commission or discount arrangements with them will be set forth
in an accompanying Prospectus Supplement. Such Prospectus
Supplement will state whether the Junior Subordinated Debentures
or Preferred Securities will be listed on any national securities
exchange. If the Junior Subordinated Debentures or Preferred
Securities are not listed on any national securities exchange,
there can be no assurance that there will be a liquid secondary
market for the Junior Subordinated Debentures or Preferred
Securities.
This Prospectus may not be used to consummate sales of
Junior Subordinated Debentures or Preferred Securities unless
accompanied by a Prospectus Supplement.
__________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is , 1996.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
in accordance therewith, files reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commis
sion"). Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities of the
Commission at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549 and at the regional offices of the Commission
located at 7 World Trade Center, 13th Floor, Suite 1300, New York, New
York 10048 and Suite 1400, Citicorp Center, 14th Floor, 500 West
Madison Street, Chicago, Illinois 60661. Copies of such material can
also be obtained at prescribed rates by writing to the Public
Reference Section of the Commission at 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549. In addition, such reports,
proxy statements and other information concerning the Company can be
inspected at the offices of The New York Stock Exchange, Inc., 20
Broad Street, New York, New York 10005 (the "NYSE").
The Company and the Issuers have filed with the Commission a
Registration Statement on Form S-3 (together with all amendments and
exhibits thereto, the "Registration Statement") under the Securities
Act of 1933, as amended (the "Securities Act"), with respect to the
securities offered hereby. This Prospectus does not contain all the
information set forth in the Registration Statement and the exhibits
thereto, certain portions of which have been omitted as permitted by
the rules and regulations of the Commission. For further information
with respect to the Company, the Issuers and the securities offered
hereby, reference is made to the Registration Statement and the
exhibits and the financial statements, notes and schedules filed as a
part thereof or incorporated by reference therein, which may be
inspected at the public reference facilities of the Commission, at the
addresses set forth above. Statements made in this Prospectus
concerning the contents of any documents referred to herein are not
necessarily complete, and in each instance are qualified in all
respects by reference to the copy of such document filed as an exhibit
to the Registration Statement.
No separate financial statements of any Issuer have been included
herein. The Company and the Issuers do not consider that such
financial statements would be material to holders of the Preferred
Securities because each Issuer is a newly formed special purpose
entity, has no operating history or independent operations and is not
engaged in and does not propose to engage in any activity other than
its holding, as trust assets, the Corresponding Junior Subordinated
Debentures of the Company and its issuance of the Preferred and Common
Securities. The Issuers intend not to file separate reports under the
Exchange Act but must apply for and be granted relief by the
Commission to avoid the requirement to file such reports. See "The
Issuers", "Description of Preferred Securities", "Description of
Guarantees" and "Description of Corresponding Junior Subordinated
Debentures".
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
are incorporated into this Prospectus by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996.
In addition, each document or report filed by the Company pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date hereof and prior to the termination of the offering described
herein shall be deemed to be incorporated by reference into this
Prospectus and to be a part of this Prospectus from the date of filing
of such document (such documents, and the documents enumerated above,
being herein referred to as "Incorporated Documents"). Any statement
contained herein, or in a document all or a portion of which is
incorporated or deemed to be incorporated by reference herein, shall
be deemed to be modified or superseded for purposes of the
Registration Statement and this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of the Registration Statement or this
Prospectus.
The Company will provide without charge to any person to whom this
Prospectus is delivered, on the written or oral request of such
person, a copy of any or all of the foregoing documents incorporated
by reference herein (other than exhibits not specifically incorporated
by reference into the texts of such documents). Requests for such
documents should be directed to: Christopher T. Screen, P.O. Box
61000, New Orleans, Louisiana 70161, telephone: (504) 576-4212.
THE COMPANY
Entergy Louisiana, Inc. (formerly Louisiana Power & Light
Company) was incorporated under the laws of the State of Louisiana on
October 15, 1974 and is the successor by merger to a predecessor
Louisiana Power & Light Company, which was incorporated under the laws
of the State of Florida in 1927. The merger became effective on
February 28, 1975. The Company's principal executive offices are
located at 639 Loyola Avenue, New Orleans, Louisiana 70113. Its
telephone number is 504-529-5262.
The Company is an electric public utility company with
substantially all of its operations in the State of Louisiana. All of
the outstanding common stock of the Company is owned by Entergy
Corporation ("Entergy"), a Delaware corporation. Entergy is a
registered public utility holding company under the Public Utility
Holding Company Act of 1935, as amended. The Company, Entergy
Arkansas, Inc., Entergy Gulf States, Inc., Entergy Mississippi, Inc.
and Entergy New Orleans, Inc. are operating electric utility
subsidiaries of Entergy. Entergy also owns, among other things, all
of the common stock of System Energy Resources, Inc., a generating
company, Entergy Operations, Inc., a nuclear management services
company, CitiPower Ltd., a retail electric distribution company
serving Melbourne, Australia and surrounding suburbs, Entergy Power,
Inc., a wholesale power company and Entergy Enterprises, Inc., a non-
utility company.
The Company, Entergy Arkansas, Inc., Entergy Mississippi, Inc.
and Entergy New Orleans, Inc. own all of the capital stock of System
Fuels, Inc., a special purpose company which implements and/or
maintains certain programs for the procurement, delivery and storage
of fuel supplies for certain Entergy subsidiaries, including the
Company.
The foregoing information relating to the Company does not
purport to be comprehensive and should be read together with the
financial statements and other information contained in the
Incorporated Documents.
THE ISSUERS
Each Issuer is a statutory business trust created under Delaware
law pursuant to (i) a trust agreement executed by the Company, as
depositor of each Issuer, the Property Trustee and the Delaware
Trustee (each as defined herein) and an Administrative Trustee (as
defined herein) of each Issuer and (ii) the filing of a certificate of
trust with the Delaware Secretary of State. Each trust agreement will
be amended and restated in its entirety (each, as so amended and
restated, a "Trust Agreement" and collectively, the "Trust
Agreements") substantially in the forms filed as exhibits to the
Registration Statement of which this Prospectus forms a part. Each
Trust Agreement will be qualified as an indenture under the Trust
Indenture Act. Each Issuer exists for the exclusive purposes of (i)
issuing and selling its Preferred Securities and Common Securities,
(ii) using the proceeds from the sale of such Preferred Securities and
Common Securities to acquire the related series of Corresponding
Junior Subordinated Debentures and (iii) engaging in only those other
activities necessary or incidental thereto. Accordingly, the
Corresponding Junior Subordinated Debentures will be the sole assets
of each Issuer, and payments under the Corresponding Junior
Subordinated Debentures and the Corresponding Expense Agreement will
be the sole source of revenue of each Issuer.
All of the Common Securities will be owned by the Company. The
Common Securities of an Issuer will rank pari passu, and payments will
be made thereon pro rata, with the Preferred Securities of such
Issuer, except that upon the occurrence and continuance of an event of
default under a Trust Agreement resulting from a Debenture Event of
Default, the rights of the Company as holder of the Common Securities
to payment in respect of Distributions and payments upon liquidation,
redemption or otherwise will be subordinated to the rights of the
holders of the Preferred Securities of such Issuer. See "Description
of Preferred Securities--Subordination of Common Securities". The
Company will acquire Common Securities in an aggregate liquidation
amount equal to not less than 3% of the total capital of each Issuer.
Unless otherwise specified in the applicable Prospectus
Supplement, each Issuer has a term of approximately 54 years, but may
terminate earlier as provided in the applicable Trust Agreement. Each
Issuer's business and affairs are conducted by its trustees, each
appointed by the Company as holder of the Common Securities: The Bank
of New York, as the Property Trustee (the "Property Trustee"), The
Bank of New York (Delaware), as the Delaware Trustee (the "Delaware
Trustee"), and three individual trustees (the "Administrative
Trustees") who are employees or officers of or affiliated with the
Company (collectively, the "Issuer Trustees"). The Bank of New York,
as Property Trustee, will act as sole indenture trustee under each
Trust Agreement for purposes of compliance with the Trust Indenture
Act. The Bank of New York will also act as Guarantee Trustee under
the Guarantees, and Corresponding Debenture Trustee under the
Corresponding Indenture (each as defined herein). See "Description of
Guarantees" and "Description of Junior Subordinated Debentures". The
holder of the Common Securities, or the holders of a majority in
liquidation preference of the Preferred Securities if a Debenture
Event of Default has occurred and is continuing, will be entitled to
appoint, remove or replace the Property Trustee and/or the Delaware
Trustee. In no event will the holders of the Preferred Securities
have the right to vote to appoint, remove or replace the
Administrative Trustees; such voting rights are vested exclusively in
the holder of the Common Securities. The duties and obligations of
each Issuer Trustee are governed by the applicable Trust Agreement.
The Company will pay all fees and expenses related to each Issuer and
the offering of the Preferred Securities and will pay, directly or
indirectly, all ongoing costs, expenses and liabilities of each
Issuer. The principal executive office of each Issuer is 639 Loyola
Avenue, New Orleans, Louisiana 70113, Attention: Treasurer, and its
telephone number is (504) 576-4308.
USE OF PROCEEDS
Except as otherwise set forth in the applicable Prospectus
Supplement, the Company intends to use the proceeds from the sale of
the Junior Subordinated Debentures (including Corresponding Junior
Subordinated Debentures issued to the Issuers in connection with the
investment by the Issuers of all of the proceeds from the sale of
Preferred Securities) for general corporate purposes, including
working capital, capital expenditures, refinancing of debt, including
outstanding commercial paper and other short term bank indebtedness,
the redemption of outstanding series of preferred stock, the
satisfaction of other obligations or for such other purposes as may be
specified in the applicable Prospectus Supplement. Except as
otherwise set forth in the applicable Prospectus Supplement, all of
the proceeds from the sale of Preferred Securities will be invested by
the Issuers in Corresponding Junior Subordinated Debentures to be
issued by the Company. A more detailed description of the use of
proceeds of any specific offering shall be set forth in the Prospectus
Supplement pertaining to such offering.
DESCRIPTION OF JUNIOR SUBORDINATED DEBENTURES
The Junior Subordinated Debentures are to be issued in one or more
series under the Indenture for Unsecured Subordinated Debt Securities,
dated as of July 1, 1996 (the "Indenture") between the Company and The
Bank of New York, as debenture trustee (the "Debenture Trustee"). The
Corresponding Junior Subordinated Debentures are to be issued in one
or more series of Junior Subordinated Debentures under the
Corresponding Indenture between the Company and The Bank of New York,
as corresponding debenture trustee (the "Corresponding Debenture
Trustee"). This summary of certain terms and provisions of the Junior
Subordinated Debentures and the Indenture does not purport to be
complete and is subject to, and is qualified in its entirety by
reference to the Indenture, the form of which is filed as an exhibit
to the Registration Statement of which this Prospectus forms a part,
and to the Trust Indenture Act. Except as otherwise provided herein,
this summary of certain terms and provisions of Junior Subordinated
Debentures and the Indenture is also applicable to the Corresponding
Junior Subordinated Debentures and the Corresponding Indenture. For
additional terms and provisions applicable only to the Corresponding
Junior Subordinated Debentures, see "Description of Corresponding
Junior Subordinated Debentures". Whenever particular defined terms of
the Indenture (as supplemented or amended from time to time) are
referred to herein or in a Prospectus Supplement, such defined terms
are incorporated herein or therein by reference.
General
Each series of Junior Subordinated Debentures will rank pari passu
with all other series of Junior Subordinated Debentures, will be
unsecured and subordinate and junior in right of payment to the extent
and in the manner set forth in the Indenture to all Senior Debt of the
Company. See "Subordination". Except as otherwise provided in the
applicable Prospectus Supplement, the Indenture does not limit the
incurrence or issuance of other secured or unsecured debt of the
Company, whether under the Indenture, any other indenture that the
Company may enter into in the future or otherwise. See
"Subordination" and the Prospectus Supplement relating to any offering
of Preferred Securities or Junior Subordinated Debentures.
The Junior Subordinated Debentures will be issuable in one or more
series pursuant to an indenture supplemental to the Indenture or a
resolution of the Board of Directors or an Officer's Certificate.
The applicable Prospectus Supplement or Prospectus Supplements
will describe the following terms of the Junior Subordinated
Debentures: (1) the title of the Junior Subordinated Debentures; (2)
any limit upon the aggregate principal amount of the Junior
Subordinated Debentures; (3) the date or dates on which the principal
of the Junior Subordinated Debentures is payable or the method of
determination thereof; (4) the rate or rates, if any, or the method by
which such rate or rates shall be determined, at which the Junior
Subordinated Debentures shall bear interest, if any, the date or dates
from which any such interest will accrue, the Interest Payment Dates
on which any such interest shall be payable, the right, if any, of the
Company to defer or extend an Interest Payment Date, and the Regular
Record Date for any interest payable on any Interest Payment Date and
the person or persons to whom interest on such Junior Subordinated
Debentures shall be payable on any Interest Payment Date, if other
than the persons in whose names such Junior Subordinated Debentures
are registered at the close of business on the Regular Record Date for
such interest; (5) the place or places where, subject to the terms of
the Indenture as described below under "Payment and Paying Agents",
the principal of and premium, if any, and interest on the Junior
Subordinated Debentures will be payable and where, subject to the
terms of the Indenture as described below under "Denominations,
Registration and Transfer", the Junior Subordinated Debentures may be
presented for registration of transfer or exchange and the place or
places where notices and demands to or upon the Company in respect of
the Junior Subordinated Debentures and the Indenture may be served;
the Security Registrar and Paying Agents for such Junior Subordinated
Debentures and, if such is the case, that the principal of such Junior
Subordinated Debentures shall be payable without presentation or
surrender thereof; (6) any period or periods within, or date or dates
on, which, the price or prices at which and the terms and conditions
upon which Junior Subordinated Debentures may be redeemed, in whole or
in part, at the option of the Company; (7) the obligation or
obligations, if any, of the Company to redeem or purchase any of the
Junior Subordinated Debentures pursuant to any sinking fund or other
analogous mandatory redemption provisions or at the option of holder
thereof, and the period or periods within which, the price or prices
at which, and the terms and conditions upon which the Junior
Subordinated Debentures shall be redeemed or purchased, in whole or in
part, pursuant to such obligation, and applicable exceptions to the
requirements of a notice of redemption in the case of mandatory
redemption or redemption at the option of the holder; (8) the
denominations in which any Junior Subordinated Debentures shall be
issuable if other than denominations of $1,000 and any integral
multiple thereof (in the case of Corresponding Junior Subordinated
Debentures, the denominations in which any Corresponding Junior
Subordinated Debentures shall be issuable if other than denominations
of $25 and any integral multiple thereof); (9) if other than in U.S.
Dollars, the currency or currencies (including composite currencies)
in which the principal of and premium, if any and interest, if any, on
the Junior Subordinated Debentures shall be payable; (10) if the
principal of or premium, if any, or interest on any of the Junior
Subordinated Debentures is to be payable, at the election of the
Company or the holder thereof, in a coin or currency other than in
which such Junior Subordinated Debentures are stated to be payable,
the period or periods within which and the terms and conditions upon
which, such election is to be made; (11) if the principal of or
premium or interest on such Junior Subordinated Debentures are to be
payable, or are to be payable at the election of the Company or a
holder thereof, in securities or other property, the type and amount
of such securities or other property, or the methods by which such
amount shall be determined, and the period or periods within which,
and the terms and conditions upon which, any such election is to be
made; (12) if the amount payable in respect of principal of or
premium, if any, or interest on any of such Junior Subordinated
Debentures may be determined with reference to an index or other fact
ascertainable outside the Indenture, the manner in which such amounts
are determined; (13) if other than the principal amount thereof, the
portion of the principal amount of Junior Subordinated Debentures that
shall be payable upon declaration of acceleration of the Maturity
thereof; (14) any additions to the Events of Default or covenants of
the Company with respect to the Junior Subordinated Debentures; (15)
the terms, if any, pursuant to which the Junior Subordinated
Debentures may be converted into or exchanged for shares of capital
stock or other securities of the Company or any other Person; (16) the
obligations or instruments, if any, which shall be considered to be
Government Obligations in respect of the Junior Subordinated
Debentures denominated in a currency other than Dollars or in a
composite currency, and any additional or alternative provisions for
the reinstatement of the Company's indebtedness in respect of such
Junior Subordinated Debentures after such satisfaction and discharge
thereof; (17) if the Junior Subordinated Debentures are to be issued
in global form, any limitations on the rights of the holder or holders
of such Junior Subordinated Debentures to transfer or exchange the
same or to obtain the registration of transfer thereof, any
limitations of the rights of the holder or holders thereof to obtain
certificates therefor in definitive form in lieu of a temporary Global
Security and any and all other matters incidental to such Junior
Subordinated Debentures; (18) if such Junior Subordinated Debentures
are to be issuable as bearer securities; (19) any limitations on the
rights of the holders of the Junior Subordinated Debentures to
transfer or exchange such Junior Subordinated Debentures or to obtain
the registration of transfer thereof, and if a service charge will be
made for the registration of transfer or exchange of the Junior
Subordinated Debentures, the amount or terms thereof; (20) any
exceptions to the provisions governing payments due on legal holidays
or any variations in the definition of Business Day with respect of
such Junior Subordinated Debentures; (21) in the case of Corresponding
Junior Subordinated Debentures, the designation of the Issuer to which
Corresponding Junior Subordinated Debentures are to be issued; and
(22) any other terms of the Junior Subordinated Debentures not
inconsistent with the provisions of the Indenture.
Junior Subordinated Debentures may be sold at a substantial
discount below their stated principal amount, bearing no interest or
interest at a rate which at the time of issuance is below market
rates. Certain United States Federal income tax consequences and
special considerations applicable to any such Junior Subordinated
Debentures will be described in the applicable Prospectus Supplement.
If the purchase price of any of the Junior Subordinated Debentures
is payable in one or more foreign currencies or currency units or if
any Junior Subordinated Debentures are denominated in one or more
foreign currencies or currency units or if the principal of, premium,
if any, or interest, if any, on any Junior Subordinated Debentures is
payable in one or more foreign currencies or currency units, the
restrictions, elections, certain Federal income tax considerations,
specific terms and other information with respect to such issue of
Junior Subordinated Debentures and such foreign currency or currency
units will be set forth in the applicable Prospectus Supplement.
If any index is used to determine the amount of payments of
principal of, premium, if any, or interest on any series of Junior
Subordinated Debentures, special United States Federal income tax,
accounting and other considerations applicable thereto will be
described in the applicable Prospectus Supplement.
Denominations, Registration and Transfer
Unless otherwise specified in the applicable Prospectus
Supplement, the Junior Subordinated Debentures will be issuable only
in registered form without coupons in denominations of $1,000 and any
integral multiple thereof ($25 in the case of Corresponding Junior
Subordinated Debentures). Junior Subordinated Debentures of any
series will be exchangeable for other Junior Subordinated Debentures
of the same series, of any authorized denominations, and of like tenor
and aggregate principal amount.
Subject to the terms of the Indenture and the limitations
applicable to Global Junior Subordinated Debentures, Junior
Subordinated Debentures may be presented for exchange as provided
above, and may be presented for registration of transfer (with the
form of transfer endorsed thereon, or a satisfactory written
instrument of transfer, duly executed), at the office of the
appropriate Securities Registrar or at the office of any transfer
agent designated by the Company for such purpose with respect to any
series of Junior Subordinated Debentures and referred to in the
applicable Prospectus Supplement, without service charge, but the
Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. If the
applicable Prospectus Supplement refers to any transfer agents (in
addition to the Securities Registrar) initially designated by the
Company with respect to any series of Junior Subordinated Debentures,
the Company may at any time rescind the designation of any such
transfer agent or approve a change in the location through which any
such transfer agent acts, provided that the Company maintains a
transfer agent in each Place of Payment for such series. The Company
may at any time designate additional transfer agents with respect to
any series of Junior Subordinated Debentures.
In the event of any redemption, the Company shall not be required
to (i) issue, register the transfer of or exchange Junior Subordinated
Debentures of any series during a period beginning at the opening of
business 15 days before the day of selection for redemption of Junior
Subordinated Debentures of that series and ending at the close of
business on the day of mailing of the relevant notice of redemption or
(ii) register the transfer or exchange of any Junior Subordinated
Debentures so selected for redemption, except, in the case of any
Junior Subordinated Debentures being redeemed in part, any portion
thereof not to be redeemed.
Global Junior Subordinated Debentures
The Junior Subordinated Debentures of a series may be issued in
whole or in part in the form of one or more global securities ("Global
Junior Subordinated Debentures") that will be deposited with, or on
behalf of, a depositary (the "Depositary") identified in the
Prospectus Supplement relating to such series. Global Junior
Subordinated Debentures may be issued only in fully registered form
and in either temporary or permanent form. Unless and until it is
exchanged in whole or in part for the individual Junior Subordinated
Debentures represented thereby, a Global Junior Subordinated Debenture
may not be transferred except as a whole by the Depositary for such
Global Junior Subordinated Debenture to a nominee of such Depositary
or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by the Depositary or any nominee to a
successor Depositary or any nominee of such successor.
The specific terms of the depositary arrangement with respect to a
series of Junior Subordinated Debentures will be described in the
Prospectus Supplement relating to such series. The Company
anticipates that the following provisions will generally apply to
depositary arrangements.
Upon the issuance of a Global Junior Subordinated Debenture and
the deposit of such Global Junior Subordinated Debenture with or on
behalf of the Depositary, the Depositary for such Global Junior
Subordinated Debenture or its nominee will credit on its book-entry
registration and transfer system, the respective principal amounts of
the individual Junior Subordinated Debentures represented by such
Global Junior Subordinated Debenture to the accounts of persons that
have accounts with such Depositary ("Participants"). Such accounts
shall be designated by the dealers, underwriters or agents with
respect to such Junior Subordinated Debentures or by the Company if
such Junior Subordinated Debentures are offered and sold directly by
the Company. Ownership of beneficial interests in a Global Junior
Subordinated Debenture will be limited to Participants or persons that
may hold interests through Participants. Ownership of beneficial
interests in such Global Junior Subordinated Debenture will be shown
on, and the transfer of that ownership will be effected only through,
records maintained by the applicable Depositary or its nominee (with
respect to interests of Participants) and the records of Participants
(with respect to interests of persons who hold through Participants).
The laws of some states require that certain purchasers of securities
take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer beneficial
interests in a Global Junior Subordinated Debenture.
So long as the Depositary for a Global Junior Subordinated
Debenture, or its nominee, is the registered owner of such Global
Junior Subordinated Debenture, such Depositary or such nominee, as the
case may be, will be considered the sole owner or holder of the Junior
Subordinated Debentures represented by such Global Junior Subordinated
Debenture for all purposes under the Indenture governing such Junior
Subordinated Debentures. Except as provided below, owners of
beneficial interests in a Global Junior Subordinated Debenture will
not be entitled to have any of the individual Junior Subordinated
Debentures of the series represented by such Global Junior Subordi
nated Debenture registered in their names, will not receive or be
entitled to receive physical delivery of any such Junior Subordinated
Debentures of such series in definitive form and will not be
considered the owners or holders thereof under the Indenture.
Payments of principal of, premium, if any, and interest on
individual Junior Subordinated Debentures represented by a Global
Junior Subordinated Debenture registered in the name of a Depositary
or its nominee will be made to the Depositary or its nominee, as the
case may be, as the registered owner of the Global Junior Subordinated
Debenture representing such Junior Subordinated Debentures. None of
the Company, the Debenture Trustee, any Paying Agent or the Securities
Registrar for such Junior Subordinated Debentures will have any
responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests in the
Global Junior Subordinated Debenture for such Junior Subordinated
Debentures or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.
The Company expects that the Depositary for a series of Junior
Subordinated Debentures or its nominee, upon receipt of any payment of
principal, premium or interest in respect of a permanent Global Junior
Subordinated Debenture representing any of such Junior Subordinated
Debentures, will immediately credit Participants' accounts with
payments in amounts proportionate to their respective beneficial
interest in the principal amount of such Global Junior Subordinated
Debenture for such Junior Subordinated Debentures as shown on the
records of such Depositary or its nominee. The Company also expects
that payments by Participants to owners of beneficial interests in
such Global Junior Subordinated Debenture held through such
Participants will be governed by standing instructions and customary
practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name". Such
payments will be the responsibility of such Participants.
Unless otherwise specified in the applicable Prospectus
Supplement, if a Depositary for a series of Junior Subordinated
Debentures is at any time unwilling, unable or ineligible to continue
as depositary and a successor depositary is not appointed by the
Company within 90 days, the Company will issue individual Junior
Subordinated Debentures of such series in exchange for the Global
Junior Subordinated Debenture representing such series of Junior
Subordinated Debentures. In addition, the Company may at any time and
in its sole discretion, subject to any limitations described in the
Prospectus Supplement relating to such Junior Subordinated Debentures,
determine not to have any Junior Subordinated Debentures of such
series represented by one or more Global Junior Subordinated
Debentures and, in such event, will issue individual Junior
Subordinated Debentures of such series in exchange for the Global
Junior Subordinated Debenture or Securities representing such series
of Junior Subordinated Debentures. Further, if the Company so
specifies with respect to the Junior Subordinated Debentures of a
series, an owner of a beneficial interest in a Global Junior
Subordinated Debenture representing Junior Subordinated Debentures of
such series may, on terms acceptable to the Company, the Debenture
Trustee and the Depositary for such Global Junior Subordinated
Debenture, receive individual Junior Subordinated Debentures of such
series in exchange for such beneficial interest, subject to any
limitations described in the Prospectus Supplement relating to such
Junior Subordinated Debentures. In any such instance, an owner of a
beneficial interest in a Global Junior Subordinated Debenture will be
entitled to physical delivery of individual Junior Subordinated
Debentures of the series represented by such Global Junior
Subordinated Debenture equal in principal amount to such beneficial
interest and to have such Junior Subordinated Debentures registered in
its name. Individual Junior Subordinated Debentures of such series so
issued will be issued in denominations, unless otherwise specified by
the Company, of $1,000 and integral multiples thereof ($25 in the case
of Corresponding Junior Subordinated Debentures).
Payment and Paying Agents
Unless otherwise indicated in the applicable Prospectus
Supplement, payment of principal of (and premium, if any) and any
interest on Junior Subordinated Debentures will be made at the office
of the Debenture Trustee in The City of New York or at the office of
such Paying Agent or Paying Agents as the Company may designate from
time to time in the applicable Prospectus Supplement. Unless
otherwise indicated in the applicable Prospectus Supplement, payment
of any interest on Junior Subordinated Debentures will be made to the
Person in whose name such Junior Subordinated Debenture is registered
at the close of business on the Regular Record Date for such interest,
except in the case of Defaulted Interest. The Company may at any time
designate additional Paying Agents or rescind the designation of any
Paying Agent; however the Company will at all times be required to
maintain a Paying Agent in each Place of Payment for each series of
Junior Subordinated Debentures.
Any moneys deposited with the Debenture Trustee or any Paying
Agent, or then held by the Company in trust, for the payment of the
principal of (and premium, if any) or interest on any Junior
Subordinated Debenture and remaining unclaimed for two years after
such principal (and premium, if any) or interest has become due and
payable shall, at the request of the Company, be repaid to the
Company, and the holder of such Junior Subordinated Debenture shall
thereafter look, as a general unsecured creditor, only to the Company
for payment thereof.
Redemption
Unless otherwise indicated in the applicable Prospectus
Supplement, Junior Subordinated Debentures will not be subject to any
sinking fund. The applicable Prospectus Supplement will specify the
period or periods within which, the price or prices at which and the
terms and conditions upon which the Junior Subordinated Debentures of
any series may be redeemed, in whole or in part, at the option of the
Company. Except as otherwise specified in the applicable Prospectus
Supplement, the redemption price for any Junior Subordinated Debenture
so redeemed shall equal any accrued and unpaid interest thereon to the
Redemption Date, plus 100% of the principal amount thereof.
Except as otherwise specified in the applicable Prospectus
Supplement, if a Debenture Tax Event (as defined below) in respect of
a series of Junior Subordinated Debentures shall occur and be
continuing, the Company may, at its option, redeem such series of
Junior Subordinated Debentures in whole (but not in part) on any date
within 90 days of the occurrence of such Debenture Tax Event, at a
redemption price equal to 100% of the principal amount of such Junior
Subordinated Debentures then outstanding plus accrued and unpaid
interest to the Redemption Date.
"Debenture Tax Event" means the receipt by the Company of an
opinion of counsel experienced in such matters to the effect that, as
a result of any amendment to, or change (including any announced
prospective change) in, the laws (or any regulations thereunder) of
the United States or any political subdivision or taxing authority
thereof or therein affecting taxation, or as a result of any official
administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is
effective or such pronouncement or decision is announced on or after
the date of issuance of the applicable series of Junior Subordinated
Debentures under the Indenture, there is more than an insubstantial
risk that interest payable by the Company on such series of Junior
Subordinated Debentures is not, or within 90 days of the date thereof,
will not be, deductible, in whole or in part, for United States
Federal income tax purposes.
Notice of any redemption will be mailed at least 30 days but not
more than 60 days before the Redemption Date to each holder of Junior
Subordinated Debentures to be redeemed at his registered address.
Unless the Company defaults in payment of the Redemption Price, on and
after the Redemption Date interest ceases to accrue on such Junior
Subordinated Debentures or portions thereof called for redemption.
Option to Extend Interest Payment Period
If provided in the applicable Prospectus Supplement, the Company
shall have the right at any time or from time to time during the term
of any series of Junior Subordinated Debentures to defer the payment
of interest for such number of consecutive interest payment periods
with respect to each deferred period as may be specified in the
applicable Prospectus Supplement (each, an "Extension Period"),
subject to the terms, conditions and covenants, if any, specified in
such Prospectus Supplement, provided that such Extension Period may
not extend beyond the maturity of such series of Junior Subordinated
Debentures. Certain United States Federal income tax consequences and
special considerations applicable to any such Junior Subordinated
Debentures will be described in the applicable Prospectus Supplement.
In the event that the Company exercises this right, during any
such Extension Period the Company may not, and may not permit any
subsidiary of the Company to, (i) declare or pay any dividends or
distributions on, or redeem, purchase, acquire or make a liquidation
payment with respect to, any of the Company's capital stock or (ii)
make any payment of principal, interest or premium, if any, on or
repay, repurchase or redeem any debt securities that rank pari passu
with or junior in interest to the Junior Subordinated Debentures or
make any guarantee payments with respect to the foregoing (other than
(a) dividends or distributions in shares of capital stock of the
Company and (b) payments under any Guarantee).
Modification of Indenture
Without the consent of any holder of Junior Subordinated
Debentures, the Company and the Debenture Trustee may enter into one
or more supplemental indentures for any of the following purposes:
(a) to evidence the assumption by any permitted successor to the
Company of the covenants of the Company in the Indenture and in the
Junior Subordinated Debentures; or (b) to add one or more covenants of
the Company or other provisions for the benefit of the holders of
outstanding Junior Subordinated Debentures or to surrender any right
or power conferred upon the Company by the Indenture; or (c) to add
any additional Debenture Events of Default with respect to outstanding
Junior Subordinated Debentures; or (d) to change or eliminate any
provision of the Indenture or to add any new provision to the
Indenture, provided that if such change, elimination or addition will
adversely affect the interests of the holders of Junior Subordinated
Debentures of any series in any material respect, such change,
elimination or addition will become effective with respect to such
series only (1) when the consent of the holders of Junior Subordinated
Debentures of such series has been obtained in accordance with the
Indenture, or (2) when no Junior Subordinated Debentures of such
series remain outstanding under the Indenture; or (e) to provide
collateral security for all but not part of the Junior Subordinated
Debentures; or (f) to establish the form or terms of Junior
Subordinated Debentures of any other series as permitted by the
Indenture; or (g) to provide for the authentication and delivery of
bearer securities and coupons appertaining thereto representing
interest, if any, thereon and for the procedures for the registration,
exchange and replacement thereof and for the giving of notice to, and
the solicitation of the vote or consent of, the holders thereof, and
for any and all other matters incidental thereto; or (h) to evidence
and provide for the acceptance of appointment of a successor Debenture
Trustee under the Indenture with respect to the Junior Subordinated
Debentures of one or more series and to add to or change any of the
provisions of the Indenture as shall be necessary to provide for or to
facilitate the administration of the trusts under the Indenture by
more than one trustee; or (i) to provide for the procedures required
to permit the utilization of a noncertificated system of registration
for the Junior Subordinated Debentures of all or any series; or (j) to
change any place where (1) the principal of and premium, if any, and
interest, if any, on all or any series of Junior Subordinated
Debentures shall be payable, (2) all or any series of Junior
Subordinated Debentures may be surrendered for registration of
transfer or exchange and (3) notices and demands to or upon the
Company in respect of Junior Subordinated Debentures and the Indenture
may be served; or (k) to cure any ambiguity or inconsistency or to add
or change any other provisions with respect to matters and questions
arising under the Indenture, provided such changes or additions shall
not adversely affect the interests of the holders of Junior
Subordinated Debentures of any series in any material respect. The
Indenture contains provisions permitting the Company and the Debenture
Trustee, with the consent of the holders of not less than a majority
in principal amount of each outstanding series of Junior Subordinated
Debentures affected, to modify the Indenture in a manner affecting the
rights of the holders of such series of the Junior Subordinated
Debentures; provided, that no such modification may, without the
consent of the holder of each outstanding Junior Subordinated
Debenture so affected, (i) change the Stated Maturity of any series of
Junior Subordinated Debentures, or reduce the principal amount
thereof, or reduce the rate or extend the time of payment of interest
thereon (except such extension as is contemplated thereby), (ii)
reduce the percentage of principal amount of Junior Subordinated
Debentures of any series, the holders of which are required to consent
to any such modification of the Indenture, or (iii) modify certain of
the provisions of the Indenture relating to supplemental indentures,
waivers of certain covenants and waivers of past defaults with respect
to the Junior Subordinated Debentures of any series, without the
consent of the holder of each outstanding Junior Subordinated
Debentures affected thereby, provided that, in the case of
Corresponding Junior Subordinated Debentures, so long as any of the
corresponding series of Preferred Securities remain outstanding, no
such modification may be made that adversely affects the holders of
such Preferred Securities, and no termination of the Indenture may
occur, and no waiver of any Debenture Event of Default or compliance
with any covenant under the Indenture may be effective, without the
prior consent of the holders of at least a majority of the aggregate
liquidation preference amount of such Preferred Securities unless and
until the principal of the Corresponding Junior Subordinated
Debentures and all accrued and unpaid interest thereon have been paid
in full and certain other conditions are satisfied.
Debenture Events of Default
The Indenture provides that any one or more of the following
described events with respect to a series of Junior Subordinated
Debentures that has occurred and is continuing constitutes a
"Debenture Event of Default" with respect to such series of Junior
Subordinated Debentures:
(i) failure for 60 days to pay any interest on such series of
the Junior Subordinated Debentures, when due and payable (subject
to the deferral of any interest payments in the case of an
Extension Period); or
(ii) failure to pay any principal or premium, if any, on such
series of Junior Subordinated Debentures when due and payable; or
(iii) failure to perform, or breach of, any covenant or
warranty of the Company contained in the Indenture for 60 days
after written notice to the Company from the Debenture Trustee or
to the Company and the Debenture Trustee by the holders of at
least 33% in principal amount of such series of outstanding Junior
Subordinated Debentures as provided in the Indenture; or
(iv) certain events in bankruptcy, insolvency or
reorganization of the Company; or
(v) any other Event of Default specified with respect to the
Junior Subordinated Debentures.
If a Debenture Event of Default due to the default in payment of
principal of, or interest on, any series of Junior Subordinated
Debentures or due to the default in the performance or breach of any
other covenant or warranty of the Company applicable to the Junior
Subordinated Debentures of such series but not applicable to all
series occurs and is continuing, then either the Debenture Trustee or
the holders of not less than 33% in aggregate principal amount of the
outstanding Junior Subordinated Debentures of such series may declare
the principal of all of the Junior Subordinated Debentures of such
series and interest accrued thereon to be due and payable immediately
(subject to the subordination provisions of the Indenture) and, in the
case of Corresponding Junior Subordinated Debentures, should the
Corresponding Debenture Trustee or such holders of such Corresponding
Junior Subordinated Debentures fail to make such declaration, the
holders of at least 33% in aggregate liquidation preference of the
corresponding series of Preferred Securities shall have such right.
If a Debenture Event of Default due to the default in the performance
of any other covenants or agreements in the Indenture applicable to
all outstanding Junior Subordinated Debentures or due to certain
events of bankruptcy, insolvency or reorganization of the Company has
occurred and is continuing, either the Debenture Trustee or the
holders of not less than 33% in aggregate principal amount of all
outstanding Junior Subordinated Debentures (or Preferred Securities,
as described above), considered as one class, and not the holders of
the Junior Subordinated Debentures (or Preferred Securities) of any
one of such series may make such declaration of acceleration (subject
to the subordination provisions of the Indenture).
At any time after such a declaration of acceleration with respect
to the Junior Subordinated Debentures of any series has been made and
before a judgment or decree for payment of the money due has been
obtained, the Debenture Event or Events of Default giving rise to such
declaration of acceleration will, without further act, be deemed to
have been waived, and such declaration and its consequences will,
without further act, be deemed to have been rescinded and annulled, if
(a) the Company has paid or deposited with the Debenture Trustee
a sum sufficient to pay
(1) all overdue interest on all Junior Subordinated
Debentures of such series;
(2) the principal of and premium, if any, on any Junior
Subordinated Debentures of such series which have become due otherwise
than by such declaration of acceleration and interest thereon at the
rate or rates prescribed therefor in such Junior Subordinated
Debentures;
(3) interest upon overdue interest at the rate or rates
prescribed therefor in such Junior Subordinated Debentures, to the
extent that payment of such interest is lawful; and
(4) all amounts due to the Debenture Trustee under the
Indenture;
(b) any other Debenture Event or Events of Default with respect
to Junior Subordinated Debentures of such series, other than the
nonpayment of the principal of the Junior Subordinated Debentures of
such series which has become due solely by such declaration of
acceleration, have been cured or waived as provided in the Indenture.
The holders of a majority in aggregate principal amount of the
Junior Subordinated Debentures of all series then outstanding may
waive compliance by the Company with certain restrictive provisions of
the Indenture. The holders of a majority in outstanding principal
amount of the Junior Subordinated Debentures of any series may, on
behalf of the holders of all the Junior Subordinated Debentures of
such series, waive any past default under the Indenture with respect
to such series, except a default in the payment of principal or
interest (unless such default has been cured and a sum sufficient to
pay all matured installments of interest and principal due otherwise
than by acceleration has been deposited with the Debenture Trustee) or
a default in respect of a covenant or provision which under the
Indenture cannot be modified or amended without the consent of the
holder of each outstanding Junior Subordinated Debenture of such
series affected. With respect to the Corresponding Junior
Subordinated Debentures held by an Issuer, such Issuer may not waive
compliance by the Company with certain restrictive provisions of the
Corresponding Indenture or waive any past defaults thereunder without
the consent of a majority in aggregate liquidation preference amount
of the outstanding Preferred Securities issued by such Issuer.
The Company is required to file annually with the Debenture
Trustee a certificate as to whether or not the Company is in
compliance with all the conditions and covenants applicable to it
under the Indenture.
In case a Debenture Event of Default shall occur and be
continuing as to a series of Corresponding Junior Subordinated
Debentures, the Property Trustee will have the right to declare the
principal of and the interest on such Corresponding Junior
Subordinated Debentures and any other amounts payable under the
Corresponding Indenture, to be forthwith due and payable and to
enforce its other rights as a creditor with respect to such
Corresponding Junior Subordinated Debentures. If the Property Trustee
fails to enforce its rights with respect to the Corresponding Junior
Subordinated Debentures or the related Trust Agreement, a holder of
Preferred Securities may institute a legal proceeding directly against
the Company to enforce the Property Trustee's rights with respect to
the Corresponding Junior Subordinated Debentures or such Trust
Agreement, to the fullest extent permitted by law, without first
instituting any legal proceeding against the Property Trustee or any
other person. See "Description of Preferred Securities--Voting
Rights; Amendment of Trust Agreement". Notwithstanding the foregoing,
a holder of Preferred Securities may directly institute a proceeding
for enforcement of payment to such holder of principal of or interest
on the Corresponding Junior Subordinated Debentures having a principal
amount equal to the aggregate liquidation preference amount of the
Preferred Securities of such holder on or after the due dates
specified in the Corresponding Junior Subordinated Debentures. See
"Description of Guarantees" and "Description of Corresponding Junior
Subordinated Debentures".
Certain Covenants of the Company
The Company will covenant, as to each series of Junior
Subordinated Debentures, that it will not (i) declare or pay any
dividends or distributions on, or redeem, purchase, acquire, or make a
liquidation payment with respect to, any of the Company's capital
stock or (ii) make any payment of principal, premium, if any, or
interest on or repay or repurchase or redeem any debt securities
(including other Junior Subordinated Debentures) that rank pari passu
with or junior in interest to the Junior Subordinated Debentures or
make any guarantee payments with respect to the foregoing (other than
(a) dividends or distributions in common stock of the Company, and (b)
payments under any Guarantee) if at such time (i) there shall have
occurred and be continuing a payment default (whether before or after
expiration of any period of grace) or a Debenture Event of Default
with respect to Junior Subordinated Debentures of such series, (ii)
the Company shall be in default with respect to its payment of any
obligations under the Guarantee relating to the Preferred Securities
of the Issuer to which Corresponding Junior Subordinated Debentures of
such series have been issued or (iii) the Company shall have given
notice of its selection of an Extension Period as provided in the
Indenture with respect to Junior Subordinated Debentures of such
series and shall not have rescinded such notice, and such Extension
Period, or any extension thereof, shall be continuing.
Consolidation, Merger, Sale of Assets and Other Transactions
The Indenture provides that the Company shall not consolidate with
or merge into any other corporation or convey, transfer or lease its
properties and assets substantially as an entirety to any person,
unless (i) in case the Company consolidates with or merges into
another corporation or conveys or transfers its properties and assets
substantially as an entirety to any person, the successor corporation
is organized under the laws of the United States or any State or the
District of Columbia, and such successor corporation expressly assumes
the Company's obligations on all Junior Subordinated Debentures issued
under the Indenture; (ii) immediately after giving effect thereto, no
Debenture Event of Default, and no event which, after notice or lapse
of time or both, would become a Debenture Event of Default, shall have
occurred and be continuing; and (iii) certain other conditions as
prescribed in the Indenture are met.
The general provisions of the Indenture do not afford holders of
the Junior Subordinated Debentures protection in the event of a highly
leveraged or other transaction involving the Company that may
adversely affect holders of the Junior Subordinated Debentures.
Satisfaction And Discharge
The principal amount of any series of Junior Subordinated
Debentures issued under the Indenture will be deemed to have been paid
for purposes of the Indenture and the entire indebtedness of the
Company in respect thereof will be deemed to have been satisfied and
discharged, if there shall have been irrevocably deposited with the
Debenture Trustee or any Paying Agent, in trust: (a) money in an
amount which will be sufficient, or (b) in the case of a deposit made
prior to the maturity of the Junior Subordinated Debentures,
Government Obligations (as defined herein), which do not contain
provisions permitting the redemption or other prepayment thereof at
the option of the issuer thereof, the principal of and the interest on
which when due, without any regard to reinvestment thereof, will
provide moneys which, together with the money, if any, deposited with
or held by the Debenture Trustee, will be sufficient, or (c) a
combination of (a) and (b) which will be sufficient, to pay when due
the principal of and premium, if any, and interest, if any, due and to
become due on the Junior Subordinated Debentures of such series that
are outstanding. For this purpose, Government Obligations include
direct obligations of, or obligations unconditionally guaranteed by,
the United States of America entitled to the benefit of the full faith
and credit thereof and certificates, depositary receipts or other
instruments which evidence a direct ownership interest in such
obligations or in any specific interest or principal payments due in
respect thereof.
It is possible that for United States Federal income tax purposes
any deposit contemplated in the preceding paragraph could be treated
as a taxable exchange of the Junior Subordinated Debentures
outstanding for an issue of obligations of a trust or a direct
interest in the cash and securities held in trust. In that case,
holders of the Junior Subordinated Debentures outstanding would
recognize a gain or loss for United States Federal income tax
purposes, as if their share of trust obligations or the cash or
securities deposited, as the case may be, had actually been received
by them in exchange for their Junior Subordinated Debentures. In
addition, such holders thereafter would be required to include in
income a share of the income, gain or loss of the trust. The amount
so required to be included in income could be different from the
amount that would be includable in the absence of such deposit.
Prospective investors are urged to consult their own tax advisors as
to the specific consequences to them of such deposit.
Conversion or Exchange
If so indicated in the applicable Prospectus Supplement, the
Junior Subordinated Debentures of any series may be convertible or
exchangeable into other securities. The specific terms on which
Junior Subordinated Debentures of any series may be so converted or
exchanged will be set forth in the applicable Prospectus Supplement.
Such terms may include provisions for conversion or exchange, either
mandatory, at the option of the holder, or at the option of the
Company, in which case the number of shares of Preferred Securities or
other securities to be received by the holders of Junior Subordinated
Debentures would be calculated as of a time and in the manner stated
in the applicable Prospectus Supplement.
Subordination
In the Indenture, the Company has covenanted and agreed that any
Junior Subordinated Debentures issued thereunder will be subordinate
and junior in right of payment to all Senior Debt to the extent
provided in the Indenture. Upon any payment or distribution of assets
to creditors upon any liquidation, dissolution, winding up,
reorganization, assignment for the benefit of creditors, marshaling of
assets or any bankruptcy, insolvency, debt restructuring or similar
proceedings in connection with any insolvency or bankruptcy proceeding
of the Company, the holders of Senior Debt will first be entitled to
receive payment in full of principal of (and premium, if any) and
interest, if any, on such Senior Debt before the holders of Junior
Subordinated Debentures will be entitled to receive or retain any
payment in respect of the principal of premium, if any, or interest,
if any, on the Junior Subordinated Debentures.
In the event of the acceleration of the maturity of any Junior
Subordinated Debentures, the holders of all Senior Debt outstanding at
the time of such acceleration will first be entitled to receive
payment in full of all amounts due thereon (including any amounts due
upon acceleration) before the holders of Junior Subordinated
Debentures will be entitled to receive any payment upon the principal
of (or premium, if any) or interest, if any, on the Junior
Subordinated Debentures.
No payments on account of principal, premium, if any, or interest,
if any, in respect of the Junior Subordinated Debentures may be made
if there shall have occurred and be continuing a default in any
payment with respect to Senior Debt, or an event of default with
respect to any Senior Debt resulting in the acceleration of the
maturity thereof remaining uncured.
The term Senior Debt is defined in the Indenture to mean all
obligations (other than non-recourse obligations and the indebtedness
issued under the Indenture) of, or guaranteed or assumed by, the
Company for borrowed money, including both senior and subordinated
indebtedness for borrowed money (other than the Junior Subordinated
Debentures), or for the payment of money relating to any lease which
is capitalized on the consolidated balance sheet of the Company and
its subsidiaries in accordance with generally accepted accounting
principles as in effect from time to time, or evidenced by bonds,
debentures, notes or other similar instruments, and in each case,
amendments, renewals, extensions, modifications and refundings of any
such indebtedness or obligations, whether existing as of the date of
the Indenture or subsequently incurred by the Company unless, in the
case of any particular indebtedness, renewal, extension or refunding,
the instrument creating or evidencing the same or the assumption or
guarantee of the same expressly provides that such indebtedness,
renewal, extension or refunding is not superior in right of payment to
or is pari passu with the Junior Subordinated Debentures; provided
that the Company's obligations under any Guarantee shall not be deemed
to be Senior Debt.
The Indenture places no limitation on the amount of additional
Senior Debt that may be incurred by the Company. The Company expects
from time to time to incur additional indebtedness constituting Senior
Debt.
Governing Law
The Indenture and the Junior Subordinated Debentures will be
governed by and construed in accordance with the laws of the State of
New York.
Information Concerning the Debenture Trustee
The Debenture Trustee shall have, and shall be subject to, all the
duties and responsibilities specified with respect to an indenture
trustee under the Trust Indenture Act. Subject to such provisions,
the Debenture Trustee is under no obligation to exercise any of the
powers vested in it by the Indenture at the request of any holder of
Junior Subordinated Debentures, unless offered reasonable indemnity by
such holder against the costs, expenses and liabilities which might be
incurred thereby. The Debenture Trustee is not required to expend or
risk its own funds or otherwise incur personal financial liability in
the performance of its duties if the Debenture Trustee reasonably
believes that repayment or adequate indemnity is not reasonably
assured to it.
DESCRIPTION OF PREFERRED SECURITIES
Pursuant to the terms of the Trust Agreement for each Issuer, the
Issuer Trustees on behalf of such Issuer will issue the Preferred
Securities and the Common Securities. The Preferred Securities of a
particular issue will represent preferred undivided beneficial
interests in the assets of the related Issuer and the holders thereof
will be entitled to a preference in certain circumstances with respect
to Distributions and amounts payable on redemption or liquidation over
the Common Securities of such Issuer, as well as other benefits as
described in the corresponding Trust Agreement. This summary of
certain provisions of each Trust Agreement does not purport to be
complete and is subject to, and is qualified in its entirety by
reference to, all the provisions of each Trust Agreement, including
the definitions therein of certain terms, and the Trust Indenture Act.
Wherever particular defined terms of the Trust Agreement are referred
to, such defined terms are incorporated herein by reference. The form
of the Trust Agreement has been filed as an exhibit to the
Registration Statement of which this Prospectus forms a part. Each of
the Issuers is a legally separate entity and the assets of one are not
available to satisfy the obligations of any of the others.
General
The Preferred Securities of an Issuer will rank pari passu, and
payments will be made thereon pro rata, with the Common Securities of
that Issuer except as described under "--Subordination of Common
Securities". Legal title to the Corresponding Junior Subordinated
Debentures will be held by the Property Trustee in trust for the
benefit of the holders of the related Preferred Securities and Common
Securities. Each Guarantee Agreement executed by the Company for the
benefit of the holders of an Issuer's Preferred Securities will be a
guarantee on a subordinated basis with respect to the related
Preferred Securities but will not guarantee payment of Distributions
or amounts payable on redemption or liquidation of such Preferred
Securities when the related Issuer does not have funds on hand
available to make such payments. See "Description of Guarantees".
Distributions
Each Issuer's Preferred Securities represent preferred undivided
beneficial interests in the assets of such Issuer, and the
Distributions on each Preferred Security will be payable at a rate
specified in the Prospectus Supplement for such Preferred Securities.
The amount of Distributions payable for any period will be computed on
the basis of a 360-day year of twelve 30-day months unless otherwise
specified in the applicable Prospectus Supplement. Distributions that
are in arrears may bear interest on the amount thereof at the rate per
annum if and as specified in the applicable Prospectus Supplement
("Additional Amounts"). The term "Distributions" as used herein
includes any Additional Amounts unless otherwise stated.
Distributions on the Preferred Securities will be cumulative, will
accumulate from the date of original issuance and will be payable on
such dates as specified in the applicable Prospectus Supplement. In
the event that any date on which Distributions are payable on the
Preferred Securities is not a Business Day (as defined below), payment
of the Distribution payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest or
other payment in respect to any such delay) except that, if such
Business Day is in the next succeeding calendar year, payment of such
Distribution shall be made on the immediately preceding Business Day,
in each case with the same force and effect as if made on such date
(each date on which Distributions are payable in accordance with the
foregoing, a "Distribution Date"). A "Business Day" shall mean any
day other than a Saturday or a Sunday, or a day on which banking
institutions in The City of New York are authorized or required by law
or executive order to remain closed or a day on which the corporate
trust office of the Property Trustee or the Corresponding Debenture
Trustee is closed for business.
If provided in the applicable Prospectus Supplement, the Company
has the right under the Corresponding Indenture to defer the payment
of interest on any series of the Corresponding Junior Subordinated
Debentures at any time or from time to time for one or more Extension
Periods, subject to the terms, conditions and covenants, if any,
specified in the applicable Prospectus Supplement, provided that such
Extension Period may not extend beyond the maturity of the
Corresponding Junior Subordinated Debentures. As a consequence of any
such deferral, Distributions on the corresponding Preferred Securities
would be deferred (but would continue to accumulate additional
Distributions thereon at the rate per annum set forth in the
Prospectus Supplement for such Preferred Securities) by the Issuer of
such Preferred Securities during any such Extension Period. In the
event that the Company exercises this right, during such Extension
Period the Company may not (i) declare or pay any dividends or
distributions on, or redeem, purchase, acquire or make a liquidation
payment with respect to, any of the Company's capital stock or (ii)
make any payment of principal, premium, if any, or interest on or
repay, repurchase or redeem any debt securities that rank pari passu
with or junior in interest to the Corresponding Junior Subordinated
Debentures or make any guarantee payments with respect to the
foregoing (other than (a) dividends or distributions in common stock
of the Company and (b) payments under any Guarantee). See
"Description of Junior Subordinated Debentures -- Option to Extend
Interest Payment Period" and "-- Certain Covenants of the Company".
It is anticipated that the revenue of each Issuer available for
distribution to holders of its Preferred Securities will be limited to
payments under the Corresponding Junior Subordinated Debentures in
which the Issuer will invest the proceeds from the issuance and sale
of its Preferred Securities and its Common Securities. See
"Description of Corresponding Junior Subordinated Debentures". If the
Company does not make interest payments on such Corresponding Junior
Subordinated Debentures, the Property Trustee will not have funds
available to pay Distributions on the corresponding Preferred
Securities. The payment of Distributions (if and to the extent the
Issuer has funds available for the payment of such Distributions and
cash sufficient to make such payments) is guaranteed by the Company on
a limited basis as set forth herein under "Description of Guarantees".
Distributions on the Preferred Securities of each Issuer will be
payable to the holders thereof as they appear on the register of such
Issuer on the relevant record dates, which, as long as the Preferred
Securities remain in book-entry form, will be one Business Day prior
to the relevant Distribution Date. Subject to any applicable laws and
regulations and the provisions of the applicable Trust Agreement, each
such payment will be made as described under "--Book-Entry Issuance".
In the event any Preferred Securities are not in book-entry form, the
relevant record date for such Preferred Securities shall be the date
15 days prior to the relevant Distribution Date, or as may be
otherwise specified in the applicable Prospectus Supplement.
Redemption
Mandatory Redemption. Upon the repayment or redemption, in whole
or in part, of any Corresponding Junior Subordinated Debentures,
whether at maturity or upon earlier redemption as provided in the
Corresponding Indenture, the proceeds from such repayment or
redemption shall be applied by the Property Trustee to redeem a Like
Amount (as defined below) of the related Preferred Securities and
Common Securities, upon not less than 30 nor more than 60 days notice
prior to the date fixed for repayment or redemption (the "Redemption
Date"), at a redemption price equal to the aggregate liquidation
preference amount of such Preferred Securities plus accumulated and
unpaid Distributions thereon to the Redemption Date and the related
amount of the premium, if any, paid by the Company upon the concurrent
redemption of such Corresponding Junior Subordinated Debentures (the
"Redemption Price"). See "Description of Corresponding Junior
Subordinated Debentures--Optional Redemption". If less than all of
any series of Corresponding Junior Subordinated Debentures are to be
repaid or redeemed on a Redemption Date, then the proceeds from such
repayment or redemption shall be allocated to the redemption pro rata
of the Preferred Securities and the Common Securities. The amount of
premium, if any, paid by the Company upon the redemption of all or any
part of any series of any Corresponding Junior Subordinated Debentures
to be repaid or redeemed on a Redemption Date shall be allocated to
the redemption pro rata of the Preferred Securities and the Common
Securities.
The Company will have the right to redeem any series of
Corresponding Junior Subordinated Debentures (i) in whole at any time
or in part from time to time, as described under "Description of
Corresponding Junior Subordinated Debentures--Optional Redemption",
(ii) at any time, in whole (but not in part), upon the occurrence of a
Tax Event or an Investment Company Event (each as defined below, a
"Special Event") or (iii) as may be otherwise specified in the
applicable Prospectus Supplement.
Special Event Redemption or Distribution of Corresponding Junior
Subordinated Debentures. If a Special Event in respect of a series of
Preferred Securities and Common Securities shall occur and be
continuing, the Company has the right to redeem the Corresponding
Junior Subordinated Debentures in whole (but not in part) and thereby
cause a mandatory redemption of such Preferred Securities and Common
Securities in whole (but not in part) at the Redemption Price within
90 days following the occurrence of such Special Event. Whether or
not a Special Event has occurred, the Company has the right, at any
time, to terminate the related Issuer and, after satisfaction of
liabilities to creditors of such Issuer, if any, as provided by
applicable law, cause such Corresponding Junior Subordinated
Debentures to be distributed to the holders of the related Preferred
Securities and Common Securities in liquidation of such Issuer. If
the Company does not elect any of the options described above, the
applicable series of Preferred Securities will remain outstanding and,
in the event a Tax Event has occurred and is continuing, Additional
Interest (as described under "Description of Corresponding Junior
Subordinated Debentures -- Certain Covenants of the Company") will be
payable on the Corresponding Junior Subordinated Debentures.
"Tax Event" means the receipt by an Issuer of an Opinion of
Counsel experienced in such matters to the effect that, as a result of
any amendment to, or change (including any announced prospective
change) in, the laws (or any regulations thereunder) of the United
States or any political subdivision or taxing authority thereof or
therein affecting taxation, or as a result of any official
administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is
effective or which pronouncement or decision is announced on or after
the date of issuance of the series of Preferred Securities by such
Issuer under the related Trust Agreement, there is more than an
insubstantial risk that (i) such Issuer is, or will be within 90 days
of the date thereof, subject to United States Federal income tax with
respect to income received or accrued on the corresponding series of
Corresponding Junior Subordinated Debentures, (ii) interest payable by
the Company on such series of Corresponding Junior Subordinated
Debentures is not, or within 90 days of the date thereof, will not be,
deductible by the Company, in whole or in part, for United States
Federal income tax purposes, or (iii) such Issuer is, or will be
within 90 days of the date thereof, subject to more than a de minimis
amount of other taxes, duties or other governmental charges.
"Investment Company Event" means the occurrence of a change in law
or regulation or a change in interpretation or application of law or
regulation by any legislative body, court, governmental agency or
regulatory authority (a "Change in 1940 Act Law") to the effect that
the an Issuer is or will be considered an "investment company" that is
required to be registered under the Investment Company Act of 1940, as
amended (the "Investment Company Act"), which Change in 1940 Act Law
becomes effective on or after the date of original issuance of the
series of Preferred Securities issued by such Issuer.
"Like Amount" means (i) with respect to a redemption of any series
of Preferred Securities, Preferred Securities and Common Securities of
such series having a Liquidation Preference Amount (as defined below)
equal to that portion of the principal amount of Corresponding Junior
Subordinated Debentures to be contemporaneously redeemed in accordance
with the Corresponding Indenture and the proceeds of which will be
used to pay the Redemption Price of such Preferred Securities and
Common Securities, and (ii) with respect to a distribution of
Corresponding Junior Subordinated Debentures to holders of any series
of Preferred Securities in connection with a termination and
liquidation of the related Issuer, Corresponding Junior Subordinated
Debentures having a principal amount equal to the Liquidation
Preference Amount of the Preferred Securities of the holder to whom
such Corresponding Junior Subordinated Debentures are distributed.
"Liquidation Preference Amount" means the stated amount of $25 per
Preferred Security and Common Security.
After the liquidation date fixed for any distribution of
Corresponding Junior Subordinated Debentures for any series of
Preferred Securities (i) such series of Preferred Securities will no
longer be deemed to be outstanding, (ii) The Depository Trust Company
("DTC") or its nominee, as the record holder of such series of
Preferred Securities, will receive a registered global certificate or
certificates representing the Corresponding Junior Subordinated
Debentures to be delivered upon such distribution, (iii) the Company
will use its reasonable efforts to list the Corresponding Junior
Subordinated Debentures on the NYSE or such other exchanges or other
organizations, if any, on which the Preferred Securities are then
listed or traded and (iv) any certificates representing such series of
Preferred Securities not held by DTC or its nominee will be deemed to
represent the Corresponding Junior Subordinated Debentures having a
principal amount equal to the stated liquidation preference of such
series of Preferred Securities, and bearing accrued and unpaid
interest in an amount equal to the accrued and unpaid Distributions on
such series of Preferred Securities until such certificates are
presented to the Administrative Trustees or their agent for transfer
or reissuance.
There can be no assurance as to the market prices for the
Preferred Securities or the Corresponding Junior Subordinated
Debentures that may be distributed in exchange for Preferred
Securities if a dissolution and liquidation of an Issuer were to
occur. Accordingly, the Preferred Securities that an investor may
purchase, or the Corresponding Junior Subordinated Debentures that the
investor may receive on dissolution and liquidation of an Issuer, may
trade at a discount to the price that the investor paid to purchase
the Preferred Securities offered hereby.
Redemption Procedures
Preferred Securities redeemed on each Redemption Date shall be
redeemed at the Redemption Price with the applicable proceeds from the
contemporaneous redemption of the Corresponding Junior Subordinated
Debentures. Redemptions of the Preferred Securities shall be made and
the Redemption Price shall be payable on each Redemption Date only to
the extent that the related Issuer has funds on hand available for the
payment of such Redemption Price. See also "--Subordination of Common
Securities".
If an Issuer gives a notice of redemption in respect of its
Preferred Securities, then, by 12:00 noon, New York City time, on the
Redemption Date, to the extent funds are available, the Property
Trustee will deposit irrevocably with DTC funds sufficient to pay the
applicable Redemption Price and will give DTC irrevocable instructions
and authority to pay the Redemption Price to the holders of such
Preferred Securities. See "--Book-Entry Issuance". If such Preferred
Securities are no longer in book-entry form, the Issuer, to the extent
funds are available, will irrevocably deposit with the paying agent
for such Preferred Securities funds sufficient to pay the applicable
Redemption Price and will give such paying agent irrevocable
instructions and authority to pay the Redemption Price to the holders
thereof upon surrender of their certificates evidencing such Preferred
Securities. Notwithstanding the foregoing, Distributions payable on
or prior to the Redemption Date for any Preferred Securities called
for redemption shall be payable to the holders of such Preferred
Securities as of the relevant record dates for the related
Distribution Dates. If notice of redemption shall have been given and
funds deposited as required, then upon the date of such deposit, all
rights of the holders of such Preferred Securities so called for
redemption will cease, except the right of the holders of such
Preferred Securities to receive the Redemption Price, but without
interest on such Redemption Price, and such Preferred Securities will
cease to be outstanding. In the event that any date fixed for
redemption of Preferred Securities is not a Business Day, then payment
of the Redemption Price payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or
other payment in respect of any such delay), except that, if such
Business Day falls in the next calendar year, such payment will be
made on the immediately preceding Business Day. In the event that
payment of the Redemption Price in respect of Preferred Securities
called for redemption is improperly withheld or refused and not paid
either by the Issuer or by the Company pursuant to the related
Guarantee as described under "Description of Guarantees",
Distributions on such Preferred Securities will continue to accrue at
the then applicable rate, from the Redemption Date originally
established by the Issuer for such Preferred Securities to the date
such Redemption Price is actually paid, in which case the actual
payment date will be the date fixed for redemption for purposes of
calculating the Redemption Price.
Subject to applicable law (including, without limitation, United
States Federal securities law), the Company or its subsidiaries may at
any time and from time to time purchase outstanding Preferred
Securities by tender, in the open market or by private agreement.
Payment of the Redemption Price on the Preferred Securities and
any distribution of Corresponding Junior Subordinated Debentures to
holders of Preferred Securities shall be made to the applicable
recordholders thereof as they appear on the register for such
Preferred Securities as of the relevant record date, which shall be
one Business Day prior to the relevant Redemption Date or liquidation
date, as applicable; provided, however, that in the event that any
Preferred Securities are not in book-entry form, the relevant record
date for such Preferred Securities shall be the date 15 days prior to
the Redemption Date or liquidation date, as applicable, or as may be
specified in the applicable Prospectus Supplement.
If less than all of the Preferred Securities and Common Securities
issued by an Issuer are to be redeemed on a Redemption Date, then the
aggregate Liquidation Preference Amount of such Preferred Securities
and Common Securities to be redeemed shall be allocated pro rata among
the Preferred Securities and the Common Securities. The particular
Preferred Securities to be redeemed shall be selected on a pro rata
basis not more than 60 days prior to the Redemption Date by the
Property Trustee from the outstanding Preferred Securities not
previously called for redemption, by such method as the Property
Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to $25 or an integral
multiple of $25 in excess thereof) of the Liquidation Preference
Amount of Preferred Securities of a denomination larger than $25. The
Property Trustee shall promptly notify the transfer agent and
registrar in writing of the Preferred Securities selected for
redemption and, in the case of any Preferred Securities selected for
partial redemption, the Liquidation Preference Amount thereof to be
redeemed. For all purposes of each Trust Agreement, unless the
context otherwise requires, all provisions relating to the redemption
of Preferred Securities shall relate, in the case of any Preferred
Securities redeemed or to be redeemed only in part, to the portion of
the aggregate Liquidation Preference Amount of Preferred Securities
which has been or is to be redeemed.
Notice of any redemption will be mailed at least 30 days but not
more than 60 days before the Redemption Date to each holder of
Preferred Securities to be redeemed at its registered address.
Subordination of Common Securities
Payment of Distributions (including Additional Amounts, if
applicable) on, and the Redemption Price of, each Issuer's Preferred
Securities and Common Securities, as applicable, shall be made pro
rata based on the Liquidation Preference Amount of such Preferred
Securities and Common Securities; provided, however, that if on any
Distribution Date or Redemption Date, any Event of Default (as defined
below) resulting from a Debenture Event of Default shall have occurred
and be continuing, no payment of any Distribution (including
Additional Amounts, if applicable) on, or Redemption Price of, any of
the Issuer's Common Securities, and no other payment on account of the
redemption, liquidation or other acquisition of such Common
Securities, shall be made unless payment in full in cash of all
accumulated and unpaid Distributions (including Additional Amounts, if
applicable) on all of the Issuer's outstanding Preferred Securities
for all Distribution periods terminating on or prior thereto, or in
the case of payment of the Redemption Price the full amount of such
Redemption Price on all of the Issuer's outstanding Preferred
Securities, shall have been made or provided for, and all funds
available to the Property Trustee shall first be applied to the
payment in full in cash of all Distributions (including Additional
Amounts, if applicable) on, or Redemption Price of, the Issuer's
Preferred Securities then due and payable.
In the case of any Event of Default resulting from a Debenture
Event of Default, the Company, as holder of such Issuer's Common
Securities, will be deemed to have waived any right to act with
respect to any such Event of Default under the related Trust Agreement
until the effect of all such Events of Default with respect to such
Preferred Securities have been cured, waived or otherwise eliminated.
Until any such Events of Default under such Trust Agreement with
respect to such Preferred Securities have been so cured, waived or
otherwise eliminated, the Property Trustee shall act solely on behalf
of the holders of such Preferred Securities and not on behalf of the
Company as holder of the related Issuer's Common Securities, and only
the holders of such Preferred Securities will have the right to direct
the Property Trustee to act on their behalf.
Liquidation Distribution upon Termination
Pursuant to each Trust Agreement, each Issuer shall automatically
terminate upon expiration of its term and shall be terminated on the
first to occur of: (i) the occurrence of certain events of bankruptcy,
dissolution or liquidation of the Company; (ii) the distribution of
the Corresponding Junior Subordinated Debentures to the holders of its
Preferred Securities and Common Securities if the Company, as
Depositor, has given written direction to the Property Trustee to
terminate such Issuer (which direction is optional and wholly within
the discretion of the Company as Depositor of such Issuer) (see "--
Special Event Redemption or Distribution of Corresponding Junior
Subordinated Debentures); (iii) the redemption of all of such Issuer's
Preferred Securities as described under "--Redemption"; and (iv) an
order for the termination of such Issuer shall have been entered by a
court of competent jurisdiction.
If an early termination occurs as described in clause (i), (ii) or
(iv) above, such Issuer shall be liquidated by the Issuer Trustees as
expeditiously as the Issuer Trustees determine to be possible by
distributing, after satisfaction of liabilities to creditors of such
Issuer, if any, as provided by applicable law, to the holders of such
Preferred Securities and Common Securities a Like Amount of the
Corresponding Junior Subordinated Debentures, unless such distribution
is determined by the Property Trustee not to be practical, in which
event such holders will be entitled to receive out of the assets of
such Issuer available for distribution to holders, after satisfaction
of liabilities to creditors of such Issuer, if any, as provided by
applicable law, an amount equal to, in the case of holders of
Preferred Securities, the aggregate of the Liquidation Preference
Amount plus accrued and unpaid Distributions thereon to the date of
payment (such amount being the "Liquidation Distribution"). If such
Liquidation Distribution can be paid only in part because such Issuer
has insufficient assets available to pay in full the aggregate
Liquidation Distribution, then the amounts payable directly by such
Issuer on its Preferred Securities shall be paid on a pro rata basis.
The holder(s) of such Issuer's Common Securities will be entitled to
receive distributions upon any such liquidation pro rata with the
holders of its Preferred Securities, except that if a Debenture Event
of Default has occurred and is continuing, the Preferred Securities
shall have a priority over the Common Securities.
Events of Default; Notice
Any one of the following events constitutes an "Event of Default"
under each Trust Agreement (an "Event of Default") with respect to the
Preferred Securities issued thereunder (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or
be effected by operation of law or pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any
administrative or governmental body):
(i) the occurrence of a Debenture Event of Default under the
Corresponding Indenture (see "Description of Junior Subordinated
Debentures--Debenture Events of Default"); or
(ii) default by the Issuer in the payment of any Distribution
when it becomes due and payable, and continuation of such default
for a period of 30 days; or
(iii) default by the Issuer in the payment of any Redemption
Price of any Preferred Security or Common Security when it becomes
due and payable; or
(iv) default in the performance, or breach, in any material
respect, of any covenant or warranty of the Issuer Trustees in
such Trust Agreement (other than a covenant or warranty a default
in the performance of which or the breach of which is dealt with
in clause (ii) or (iii) above), and continuation of such default
or breach for a period of 60 days after there has been given, by
registered or certified mail, to the defaulting Issuer Trustee or
Trustees by the holders of at least 10% in aggregate Liquidation
Preference Amount of the outstanding Preferred Securities of the
applicable Issuer, a written notice specifying such default or
breach and requiring it to be remedied and stating that such
notice is a "Notice of Default" under such Trust Agreement; or
(v) the occurrence of certain events of bankruptcy with
respect to the Issuer.
Within five Business Days after the occurrence of any Event of
Default known to the Property Trustee, the Property Trustee shall
transmit notice of such Event of Default to the holders of such
Issuer's Preferred Securities, the Administrative Trustees and the
Company, as depositor, unless such Event of Default shall have been
cured or waived. The Company, as depositor, and the Administrative
Trustees are required to file annually with the Property Trustee a
certificate as to whether or not they are in compliance with all the
conditions and covenants applicable to them under the Trust Agreement.
If a Debenture Event of Default with respect to any Corresponding
Junior Subordinated Debentures has occurred and is continuing, the
related Preferred Securities shall have a preference over the related
Common Securities upon termination of the applicable Issuer as
described above. See "--Liquidation Distribution upon Termination".
Removal of Issuer Trustees
Unless a Debenture Event of Default with respect to any
Corresponding Junior Subordinated Debentures shall have occurred and
be continuing, any Issuer Trustee may be removed at any time by the
holder of the related Common Securities. If a Debenture Event of
Default has occurred and is continuing, the Property Trustee and the
Delaware Trustee may be removed at such time by the holders of a
majority in Liquidation Preference Amount of the outstanding related
Preferred Securities. In no event will the holders of the Preferred
Securities have the right to vote to appoint, remove or replace the
Administrative Trustees, which voting rights are vested exclusively in
the Company as the holder of the Common Securities. No resignation or
removal of an Issuer Trustee and no appointment of a successor trustee
shall be effective until the acceptance of appointment by the
successor trustee in accordance with the provisions of the applicable
Trust Agreement.
Co-trustees and Separate Property Trustee
Unless an Event of Default shall have occurred and be continuing,
at any time or times, for the purpose of meeting the legal
requirements of the Trust Indenture Act or of any jurisdiction in
which any part of the applicable Trust Property may at the time be
located, the Company, as the holder of the Common Securities, and the
Property Trustee shall have the power to appoint one or more persons
either to act as a co-trustee, jointly with the Property Trustee, of
all or any part of such Trust Property, or to act as separate trustee
of any such property, in either case with such powers as may be
provided in the instrument of appointment, and to vest in such person
or persons in such capacity any property, title, right or power deemed
necessary or desirable, subject to the provisions of the Trust
Agreement. In case a Debenture Event of Default with respect to any
Corresponding Junior Subordinated Debentures has occurred and is
continuing, the Property Trustee alone shall have power to make such
appointment.
Merger or Consolidation of Issuer Trustees
Any entity into which the Property Trustee, the Delaware Trustee
or any Administrative Trustee that is not a natural person may be
merged or converted or with which it may be consolidated, or any
entity resulting from any merger, conversion or consolidation to which
such Trustee shall be a party, or any entity succeeding to all or
substantially all the corporate trust business of such Trustee, shall
be the successor of such Trustee under any Trust Agreement, provided
such entity shall be otherwise qualified and eligible.
Mergers, Consolidations, Amalgamations or Replacements of the Issuers
An Issuer may not merge with or into, consolidate, amalgamate, or
be replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other person,
except as described below. An Issuer may, at the request of the
Company, with the consent of the Administrative Trustees and without
the consent of the holders of the related Preferred Securities, merge
with or into, consolidate, amalgamate, be replaced by or convey,
transfer or lease its properties and assets substantially as an
entirety to a trust organized as such under the laws of any State;
provided, that (i) such successor entity either (a) expressly assumes
all of the obligations of such Issuer with respect to such Preferred
Securities or (b) substitutes for such Preferred Securities other
securities (the "Successor Securities") so long as the Successor
Securities rank the same as such Preferred Securities rank in priority
with respect to distributions and payments upon liquidation,
redemption and otherwise, (ii) the Company expressly appoints a
trustee of such successor entity possessing substantially the same
powers and duties as the Property Trustee as the holder of the related
Corresponding Junior Subordinated Debentures, (iii) the Successor
Securities are listed or traded, or any Successor Securities will be
listed or traded upon notification of issuance, on any national
securities exchange or other organization on which such Preferred
Securities are then listed, if any, (iv) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not
cause such Preferred Securities (including any Successor Securities)
to be downgraded by any nationally recognized statistical rating
organization, (v) such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease does not adversely affect
the rights, preferences and privileges of the holders of such
Preferred Securities (including any Successor Securities) in any
material respect, (vi) such successor entity has a purpose
substantially identical to that of such Issuer, (vii) prior to such
merger, consolidation, amalgamation, replacement, conveyance, transfer
or lease, the Company has received an opinion from independent counsel
to such Issuer experienced in such matters to the effect that (a) such
merger, consolidation, amalgamation, replacement, conveyance, transfer
or lease does not adversely affect the rights, preferences and
privileges of the holders of such Preferred Securities (including any
Successor Securities) in any material respect, and (b) following such
merger, consolidation, amalgamation, replacement, conveyance, transfer
or lease, neither such Issuer nor such successor entity will be
required to register as an investment company under the Investment
Company Act and (viii) the Company or any permitted successor or
assignee owns all of the related Common Securities of such successor
entity and guarantees the obligations of such successor entity under
the Successor Securities at least to the extent provided by the
related Guarantee. Notwithstanding the foregoing, an Issuer shall
not, except with the consent of holders of 100% in aggregate
Liquidation Preference Amount of such Preferred Securities,
consolidate, amalgamate, merge with or into, or be replaced by or
convey, transfer or lease its properties and assets substantially as
an entirety to any other entity or permit any other entity to
consolidate, amalgamate, merge with or into, or replace it if such
consolidation, amalgamation, merger or replacement would cause such
Issuer or the successor entity to be classified as other than a
"grantor trust" for United States Federal income tax purposes.
Voting Rights; Amendment of Trust Agreement
Except as provided below and under "Description of Guarantees--
Amendments and Assignment" and as otherwise required by law and each
Trust Agreement, the holders of the Preferred Securities will have no
voting rights.
Each Trust Agreement may be amended from time to time by the
Company and the Administrative Trustees, without the consent of the
holders of the Preferred Securities (i) to cure any ambiguity, correct
or supplement any provisions in such Trust Agreement which may be
inconsistent with any other provision, or to make any other provisions
with respect to matters or questions arising under such Trust
Agreement, that shall not be inconsistent with the other provisions of
such Trust Agreement, (ii) to modify, eliminate or add to any
provisions of such Trust Agreement to such extent as shall be
necessary to ensure that such Issuer will be classified for United
States Federal income tax purposes as a grantor trust at all times
that any of its Preferred Securities and Common Securities are
outstanding or to ensure that such Issuer will not be required to
register as an "investment company" under the Investment Company Act,
or (iii) to effect the acceptance of appointment by a successor Issuer
Trustee; provided, however, that in the case of clause (ii), such
action shall not adversely affect in any material respect the
interests of any holder of such Preferred Securities or Common
Securities, and, in the case of clause (i), any amendments of such
Trust Agreement shall become effective when notice thereof is given to
the holders of Preferred Securities and Common Securities. Each Trust
Agreement may be amended by the Administrative Trustees and the
Company with (i) the consent of holders representing a majority (based
upon Liquidation Preference Amounts) of the related outstanding
Preferred Securities and Common Securities and (ii) receipt by the
Issuer Trustees of an opinion of counsel to the effect that such
amendment or the exercise of any power granted to the Issuer Trustees
in accordance with such amendment will not affect such Issuer's status
as a grantor trust for United States Federal income tax purposes or
such Issuer's exemption from status of an "investment company" under
the Investment Company Act, provided that without the consent of each
holder of such Preferred Securities and Common Securities, such Trust
Agreement may not be amended to (i) change the amount or timing of any
Distribution on such Preferred Securities and Common Securities or
otherwise adversely affect the amount of any Distribution required to
be made in respect of such Preferred Securities and Common Securities
as of a specified date or (ii) restrict the right of holders of such
Preferred Securities and Common Securities to institute suit for the
enforcement of any such payment on or after such date as described
below.
So long as any Corresponding Junior Subordinated Debentures are
held by the Property Trustee, the Issuer Trustees shall not (i) direct
the time, method and place of conducting any proceeding for any remedy
available to the Corresponding Debenture Trustee, or executing any
trust or power conferred on the Property Trustee with respect to such
Corresponding Junior Subordinated Debentures, (ii) waive any past
default that is waiveable under Section 813 of the Corresponding
Indenture, (iii) exercise any right to rescind or annul a declaration
that the principal of all the Corresponding Junior Subordinated
Debentures shall be due and payable or (iv) consent to any amendment,
modification or termination of the Corresponding Indenture or such
Corresponding Junior Subordinated Debentures, where such consent shall
be required, without, in each case, obtaining the prior approval of
the holders of a majority in aggregate Liquidation Preference Amount
of all related outstanding Preferred Securities; provided, however,
that where a consent under the Corresponding Indenture would require
the consent of each holder of Corresponding Junior Subordinated
Debentures affected thereby, no such consent shall be given by the
Property Trustee without the prior consent of each holder of the
corresponding Preferred Securities. The Issuer Trustees shall not
revoke any action previously authorized or approved by a vote of the
Preferred Securities except by subsequent vote of the holders of the
Preferred Securities. The Property Trustee shall notify all holders
of any series of Preferred Securities of any notice of default with
respect to the related Corresponding Junior Subordinated Debentures.
In addition to obtaining the foregoing approvals of the holders of
such Preferred Securities, prior to taking any of the foregoing
actions, the Issuer Trustees shall obtain an Opinion of Counsel
experienced in such matters to the effect that the related Issuer will
be classified as a "grantor trust" and not as an association taxable
as a corporation for United States Federal income tax purposes on
account of such action.
If the Property Trustee fails to enforce its rights under the
Corresponding Junior Subordinated Debentures or the related Trust
Agreement, a holder of Preferred Securities may institute a legal
proceeding directly against the Company to enforce the Property
Trustee's rights with respect to the Corresponding Junior Subordinated
Debentures or such Trust Agreement, to the fullest extent permitted by
law, without first instituting any legal proceeding against the
Property Trustee or any other person. Notwithstanding the foregoing,
a holder of Preferred Securities may directly institute a proceeding
for enforcement of payment to such holder of principal of or interest
on the Corresponding Junior Subordinated Debentures having a principal
amount equal to the aggregate Liquidation Preference Amount of the
Preferred Securities of such holder on or after the due dates
specified in the Junior Subordinated Debentures. See "Description of
Guarantees".
Any required approval of holders of Preferred Securities may be
given at a meeting of holders of Preferred Securities convened for
such purpose or pursuant to written consent. The Property Trustee
will cause a notice of any meeting at which holders of Preferred
Securities are entitled to vote, or of any matter upon which action by
written consent of such holders is to be taken, to be given to each
holder of record of Preferred Securities in the manner set forth in
each Trust Agreement.
No vote or consent of the holders of Preferred Securities will be
required for an Issuer to redeem and cancel its Preferred Securities
in accordance with the applicable Trust Agreement.
Notwithstanding that holders of Preferred Securities are entitled
to vote or consent under any of the circumstances described above, any
of the Preferred Securities that are owned by the Company, the Issuer
Trustee or any affiliate of the Company or any Issuer Trustees, shall,
for purposes of such vote or consent, be treated as if they were not
outstanding.
Payment and Paying Agency
Payments in respect of the Preferred Securities shall be made to
DTC, which shall credit the relevant accounts at DTC on the applicable
Distribution Dates or, if any Issuer's Preferred Securities are not
held by DTC, such payments shall be made by check mailed to the
address of the holder entitled thereto as such address shall appear on
the Securities Register. Unless otherwise specified in the applicable
Prospectus Supplement, the paying agent (the "Paying Agent") shall
initially be the Property Trustee and any co-paying agent chosen by
the Property Trustee and acceptable to the Administrative Trustees and
the Company. The Paying Agent shall be permitted to resign as Paying
Agent upon 30 days' written notice to the Administrative Trustees and
the Company. In the event that the Property Trustee shall no longer
be the Paying Agent, the Administrative Trustees shall appoint a
successor to act as Paying Agent (which shall be a bank or trust
company acceptable to the Property Trustee and the Company).
Book-Entry Issuance
DTC will act as securities depositary for all of the Preferred
Securities. The Preferred Securities will be issued only as
fully-registered securities registered in the name of Cede & Co.
(DTC's nominee). One or more fully-registered global certificates
will be issued for the Preferred Securities of each Issuer,
representing the aggregate total number of such Issuer's Preferred
Securities, and will be deposited with DTC.
DTC is a limited purpose trust company organized under the New
York Banking Law, a "banking organization" within the meaning of the
New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Exchange Act. DTC holds securities
that its participants ("Participants") deposit with DTC. DTC also
facilitates the settlement among Participants of securities
transactions, such as transfers and pledges, in deposited securities
through electronic computerized book-entry changes in Participants'
accounts, thereby eliminating the need for physical movement of
securities certificates. Direct Participants include securities
brokers and dealers, banks, trust companies, clearing corporations and
certain other organizations ("Direct Participants"). DTC is owned by
a number of its Direct Participants and by the NYSE, the American
Stock Exchange, Inc. and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to others
such as securities brokers and dealers, banks and trust companies that
clear through or maintain custodial relationships with Direct
Participants, either directly or indirectly ("Indirect Participants").
The rules applicable to DTC and its Participants are on file with the
Commission.
Purchases of Preferred Securities within the DTC system must be
made by or through Direct Participants, which will receive a credit
for the Preferred Securities on DTC's records. The ownership interest
of each actual purchaser of each Preferred Security ("Beneficial
Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written
confirmation from DTC of their purchases, but Beneficial Owners are
expected to receive written confirmations providing details of the
transactions, as well as periodic statements of their holdings, from
the Direct or Indirect Participants through which the Beneficial
Owners purchased Preferred Securities. Transfers of ownership
interests in the Preferred Securities are to be accomplished by
entries made on the books of Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates
representing their ownership interests in Preferred Securities, except
in the event that use of the book-entry system for the Preferred
Securities of such Issuer is discontinued.
To facilitate subsequent transfers, all of the Preferred
Securities deposited by the Participants with DTC are registered in
the name of DTC's nominee, Cede & Co. The deposit of Preferred
Securities with DTC and their registration in the name of Cede & Co.
effect no change in beneficial ownership. DTC has no knowledge of the
actual Beneficial Owners of the Preferred Securities; DTC's records
reflect only the identity of the Direct Participants to whose accounts
such Preferred Securities are credited, which may or may not be the
Beneficial Owners. The Participants will remain responsible for
keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by
Direct Participants and Indirect Participants to Beneficial Owners
will be governed by arrangements among them, subject to any statutory
or regulatory requirements as may be in effect from time to time.
Redemption notices shall be sent to Cede & Co. as the registered
holder of the Preferred Securities. If less than all of an Issuer's
Preferred Securities are being redeemed, DTC's current practice is to
determine by lot the amount of the interest of each Direct Participant
to be redeemed.
Although voting with respect to the Preferred Securities is
limited to the holders of record of the Preferred Securities, in those
instances in which a vote is required, neither DTC nor Cede & Co. will
itself consent or vote with respect to Preferred Securities. Under
its usual procedures, DTC would mail an omnibus proxy (the "Omnibus
Proxy") to the relevant Issuer as soon as possible after the record
date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting
rights to those Direct Participants to whose accounts such Preferred
Securities are credited on the record date (identified in a listing
attached to the Omnibus Proxy).
Distribution payments on the Preferred Securities will be made to
DTC. DTC's practice is to credit Direct Participants' accounts on the
relevant payment date in accordance with their respective holdings
shown on DTC's records unless DTC has reason to believe that it will
not receive payments on such payment date. Payments by Participants
to Beneficial Owners will be governed by standing instructions and
customary practices and will be the responsibility of such Participant
and not of DTC, the Property Trustee, the Issuer thereof or the
Company, subject to any statutory or regulatory requirements as may be
in effect from time to time. Payment of Distributions to DTC is the
responsibility of the relevant Issuer, disbursement of such payments
to Direct Participants is the responsibility of DTC, and disbursements
of such payments to the Beneficial Owners is the responsibility of
Direct and Indirect Participants.
DTC may discontinue providing its services as securities
depositary with respect to any of the Preferred Securities at any time
by giving reasonable notice to the relevant Issuer and the Company.
In the event that a successor securities depositary is not obtained,
definitive Preferred Security certificates representing such Preferred
Securities are required to be printed and delivered. The Company, at
its option, may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor depositary). After a Debenture
Event of Default, the holders of a majority in Liquidation Preference
Amount of Preferred Securities may determine to discontinue the system
of book-entry transfers through DTC. In any such event, definitive
certificates for such Issuer's Preferred Securities will be printed
and delivered.
The information in this section concerning DTC and DTC's
book-entry system has been obtained from sources that the Issuers and
the Company believe to be accurate, but the Issuers and the Company
assume no responsibility for the accuracy thereof. Neither the
Issuers nor the Company has any responsibility for the performance by
DTC or its Participants of their respective obligations as described
herein or under the rules and procedures governing their respective
operations.
Registrar and Transfer Agent
Unless otherwise specified in the applicable Prospectus
Supplement, the Property Trustee will act as registrar and transfer
agent for the Preferred Securities.
Registration of transfers of Preferred Securities will be effected
without charge by or on behalf of each Issuer, but upon payment of any
tax or other governmental charges that may be imposed in connection
with any transfer or exchange. The Issuers will not be required to
register or cause to be registered the transfer of their Preferred
Securities after such Preferred Securities have been called for
redemption.
Information Concerning the Property Trustee
The Property Trustee, other than during the occurrence and
continuance of an Event of Default, undertakes to perform only such
duties as are specifically set forth in each Trust Agreement and,
after such Event of Default, must exercise the same degree of care and
skill as a prudent person would exercise or use in the conduct of his
or her own affairs. Subject to this provision, the Property Trustee
is under no obligation to exercise any of the powers vested in it by
the applicable Trust Agreement at the request of any holder of
Preferred Securities unless it is offered reasonable indemnity against
the costs, expenses and liabilities that might be incurred thereby.
If no Event of Default has occurred and is continuing and the Property
Trustee is required to decide between alternative causes of action,
construe ambiguous provisions in a Trust Agreement or is unsure of the
application of any provision of the applicable Trust Agreement, and
the matter is not one on which holders of Preferred Securities are
entitled under such Trust Agreement to vote, then the Property Trustee
shall take such action as is directed by the Company and if not so
directed, shall take such action as it deems advisable and in the best
interests of the holders of the Preferred Securities and the Common
Securities and will have no liability except for its own bad faith,
negligence or willful misconduct.
Miscellaneous
The Administrative Trustees are authorized and directed to conduct
the affairs of and to operate the Issuers in such a way that no Issuer
will be deemed to be an "investment company" required to be registered
under the Investment Company Act or classified other than as a
"grantor trust" for United States Federal income tax purposes and so
that the Corresponding Junior Subordinated Debentures will be treated
as indebtedness of the Company for United States Federal income tax
purposes. In this connection, the Company and the Administrative
Trustees are authorized to take any action, not inconsistent with
applicable law, the certificate of trust of each Issuer or each Trust
Agreement, that the Company and the Administrative Trustees determine
in their discretion to be necessary or desirable for such purposes, as
long as such action does not materially adversely affect the interests
of the holders of the related Preferred Securities.
Holders of the Preferred Securities have no preemptive or similar
rights.
No Issuer may borrow money or issue debt or mortgage or pledge any
of its assets.
DESCRIPTION OF GUARANTEES
Each Guarantee will be executed and delivered by the Company
concurrently with the issuance by each Issuer of its Preferred
Securities for the benefit of the holders from time to time of such
Preferred Securities. The Bank of New York will act as indenture
trustee (the "Guarantee Trustee") under each Guarantee for the
purposes of compliance with the Trust Indenture Act and each Guarantee
will be qualified as an Indenture under the Trust Indenture Act. This
summary of certain provisions of the Guarantees does not purport to be
complete and is subject to, and qualified in its entirety by reference
to, all of the provisions of each Guarantee Agreement, including the
definitions therein of certain terms, and the Trust Indenture Act.
The form of each Guarantee has been filed as an exhibit to the
Registration Statement of which this Prospectus forms a part.
Reference in this summary to Preferred Securities means that Issuer's
Preferred Securities to which a Guarantee relates. The Guarantee
Trustee will hold each Guarantee for the benefit of the holders of the
related Issuer's Preferred Securities.
General
The Company will irrevocably agree to pay in full on a
subordinated basis, to the extent set forth herein, the Guarantee
Payments (as defined below) to the holders of the Preferred
Securities, as and when due, regardless of any defense, right of
set-off or counterclaim that the related Issuer of such Preferred
Securities may have or assert other than the defense of payment. The
following payments with respect to the Preferred Securities, to the
extent not paid by or on behalf of the related Issuer (the "Guarantee
Payments"), will be subject to the Guarantee: (i) any accumulated and
unpaid Distributions required to be paid on such Preferred Securities,
to the extent that such Issuer has funds on hand available therefor,
(ii) the Redemption Price with respect to any Preferred Securities
called for redemption to the extent that such Issuer has funds on hand
available therefor, or (iii) upon a voluntary or involuntary
dissolution, winding up or liquidation of such Issuer (unless the
Corresponding Junior Subordinated Debentures are distributed to
holders of such Preferred Securities), the lesser of (a) the aggregate
of the liquidation preference amount and all accumulated and unpaid
Distributions on the Preferred Securities to the date of payment and
(b) the amount of assets of such Issuer remaining available for
distribution to holders of Preferred Securities. The Company's
obligation to make a Guarantee Payment may be satisfied by direct
payment of the required amounts by the Company to the holders of the
applicable Preferred Securities or by causing the related Issuer to
pay such amounts to such holders.
Each Guarantee will be an irrevocable guarantee on a subordinated
basis of the related Issuer's obligations under the Preferred
Securities, but will apply only to the extent that such related Issuer
has funds sufficient to make such payments, and is not a guarantee of
collection.
If the Company does not make interest payments on the
Corresponding Junior Subordinated Debentures held by an Issuer, it is
expected that such Issuer will not pay Distributions on the related
Preferred Securities and will not have funds available therefor. Each
Guarantee will rank subordinate and junior in right of payment to all
Senior Debt. See "--Status of the Guarantees". Except as otherwise
provided in the applicable Prospectus Supplement, none of the
Guarantees will limit the incurrence or issuance of other secured or
unsecured debt of the Company, whether under the Corresponding
Indenture, any other indenture that the Company may enter into in the
future or otherwise.
The Company has, through the Guarantees, the Trust Agreements, the
Corresponding Junior Subordinated Debentures, the Corresponding
Indenture and the Expense Agreements, taken together, fully,
irrevocably and unconditionally guaranteed all of the Issuers'
obligations under the Preferred Securities. No single document
standing alone or operating in conjunction with fewer than all of the
other documents constitutes such guarantee. It is only the combined
operation of these documents that has the effect of providing a full,
irrevocable and unconditional guarantee of the Issuers' obligations
under the Preferred Securities. See "Relationship Among the Preferred
Securities, the Corresponding Junior Subordinated Debentures and the
Guarantees".
Status of the Guarantees
Each Guarantee will constitute an unsecured obligation of the
Company and will rank subordinate and junior in right of payment to
all Senior Debt.
Each Guarantee will rank pari passu with all other Guarantees
issued by the Company. Each Guarantee will constitute a guarantee of
payment and not of collection (i.e., the guaranteed party may
institute a legal proceeding directly against the guarantor to enforce
its rights under the Guarantee without first instituting a legal
proceeding against any other person or entity). Each Guarantee will
be held for the benefit of the holders of the related Preferred
Securities. Each Guarantee will not be discharged except by payment
of the related Guarantee Payments in full to the extent not paid by
the related Issuer or upon distribution to the holders of the related
Preferred Securities of the related Corresponding Junior Subordinated
Debentures. None of the Guarantees places a limitation on the amount
of additional Senior Debt that may be incurred by the Company. The
Company expects from time to time to incur additional indebtedness
constituting Senior Debt.
Amendments and Assignment
Except with respect to any changes that do not materially
adversely affect the rights of holders of the related Preferred
Securities (in which case no vote will be required), no Guarantee may
be amended without the prior approval of the holders of not less than
a majority of the aggregate Liquidation Preference Amount of such
outstanding Preferred Securities. The manner of obtaining any such
approval is set forth under "Description of Preferred
Securities--Voting Rights; Amendment of Trust Agreement". All
guarantees and agreements contained in each Guarantee shall bind the
successors, assigns, receivers, trustees and representatives of the
Company and shall inure to the benefit of the holders of the related
Preferred Securities then outstanding.
Events of Default
An event of default under each Guarantee will occur upon the
failure of the Company to perform any of its payment or other
obligations thereunder. The holders of not less than a majority in
aggregate Liquidation Preference Amount of the related Preferred
Securities have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Guarantee
Trustee in respect of such Guarantee or to direct the exercise of any
trust or power conferred upon the Guarantee Trustee under such
Guarantee.
Any holder of the related Preferred Securities may institute a
legal proceeding directly against the Company to enforce its rights
under such Guarantee without first instituting a legal proceeding
against the related Issuer, the Guarantee Trustee or any other person
or entity.
The Company, as guarantor, is required to file annually with the
Guarantee Trustee a certificate as to whether or not the Company is in
compliance with all the conditions and covenants applicable to it
under the Guarantees.
Information Concerning the Guarantee Trustee
The Guarantee Trustee, other than during the occurrence and
continuance of a default by the Company in performance of any
Guarantee, undertakes to perform only such duties as are specifically
set forth in each Guarantee and, after default with respect to any
Guarantee, must exercise the same degree of care and skill as a
prudent person would exercise or use in the conduct of his or her own
affairs. Notwithstanding this provision, the Guarantee Trustee is
under no obligation to exercise any of the powers vested in it by any
Guarantee at the request of any holder of any Preferred Securities
unless it is offered reasonable indemnity against the costs, expenses
and liabilities that might be incurred thereby.
Termination of the Guarantees
Each Guarantee will terminate and be of no further force and
effect upon full payment of the Redemption Price of the related
Preferred Securities, upon full payment of the amounts payable upon
liquidation of the related Issuer or upon distribution of related
Corresponding Junior Subordinated Debentures to the holders of the
related Preferred Securities. Each Guarantee will continue to be
effective or will be reinstated, as the case may be, if at any time
any holder of the related Preferred Securities must restore payment of
any sums paid under such Preferred Securities or such Guarantee.
Governing Law
Each Guarantee will be governed by and construed in accordance
with the laws of the State of New York.
The Expense Agreements
Pursuant to the Expense Agreements entered into by the Company
under the Trust Agreements (the "Expense Agreements"), the Company
will irrevocably and unconditionally guarantee to each person or
entity to whom each Issuer becomes indebted or liable, the full
payment of any costs, expenses or liabilities of such Issuer, other
than obligations of such Issuer to pay to the holders of the related
Preferred Securities or other similar interests in such Issuer the
amounts due such holders pursuant to the terms of such Preferred
Securities or such other similar interests, as the case may be.
DESCRIPTION OF CORRESPONDING JUNIOR SUBORDINATED DEBENTURES
The Corresponding Junior Subordinated Debentures are to be issued
in one or more series of Junior Subordinated Debentures under the
Corresponding Indenture with terms corresponding to the terms of the
related Preferred Securities. For a summary of certain terms and
provisions of Junior Subordinated Debentures that, except where noted,
pertains in all respects to the Corresponding Junior Subordinated
Debentures, see "Description of Junior Subordinated Debentures". This
summary of certain additional terms and provisions of the
Corresponding Junior Subordinated Debentures and the Corresponding
Indenture pertains only to the Corresponding Junior Subordinated
Debentures and does not purport to be complete and is subject to, and
is qualified in its entirety by reference to the Corresponding
Indenture, the form of which is filed as an exhibit to the
Registration Statement of which this Prospectus forms a part, and to
the Trust Indenture Act. Whenever particular defined terms of the
Corresponding Indenture (as supplemented or amended from time to time)
are referred to herein or in a Prospectus Supplement, such defined
terms are incorporated herein or therein by reference.
General
Concurrently with the issuance of each Issuer's Preferred
Securities, the Issuer will invest the proceeds thereof and the
consideration paid by the Company for the Common Securities in a
series of Corresponding Junior Subordinated Debentures issued by the
Company to the Issuer. Each series of Corresponding Junior
Subordinated Debentures will be in the principal amount equal to the
aggregate stated Liquidation Preference Amount of the related
Preferred Securities plus the Company's concurrent investment in the
Common Securities and will rank pari passu with all other series of
Junior Subordinated Debentures. The Corresponding Junior Subordinated
Debentures will be unsecured and subordinate and junior in right of
payment to the extent and in the manner set forth in the Corresponding
Indenture to all Senior Debt of the Company. See "Description of
Junior Subordinated Debentures--Subordination" and the Prospectus
Supplement relating to any offering of related Preferred Securities.
Optional Redemption
The Company may, at its option, redeem the Corresponding Junior
Subordinated Debentures of any series, in whole at any time or in part
from time to time as set forth in the applicable Prospectus
Supplement. Except as otherwise set forth in the applicable
Prospectus Supplement, the redemption price for any Corresponding
Junior Subordinated Debentures so redeemed shall be equal to 100% of
the principal amount of such Corresponding Junior Subordinated
Debentures then outstanding plus accrued and unpaid interest to the
date fixed for redemption. See "Description of Junior Subordinated
Debentures--Redemption".
If a Special Event in respect of an Issuer or a Debenture Tax
Event shall occur and be continuing, the Company may, at its option,
redeem the Corresponding Junior Subordinated Debentures at any time
within 90 days of the occurrence of such Special Event or Debenture
Tax Event, in whole but not in part, subject to the provisions of the
Corresponding Indenture. The redemption price for any Corresponding
Junior Subordinated Debentures shall be equal to 100% of the principal
amount of such Corresponding Junior Subordinated Debentures then
outstanding plus accrued and unpaid interest to the date fixed for
redemption.
For so long as the applicable Issuer is the holder of all the
outstanding series of Corresponding Junior Subordinated Debentures,
the proceeds of any such redemption will be used by the Issuer to
redeem the related Preferred Securities in accordance with their
terms. The Company may not redeem less than all of Corresponding
Junior Subordinated Debentures unless all accrued and unpaid interest
if any, has been paid in full on all outstanding Corresponding Junior
Subordinated Debentures for all interest periods terminating on or
prior to the Redemption Date.
Certain Covenants of the Company
The Company will covenant in the Corresponding Indenture as to
each series of Corresponding Junior Subordinated Debentures, that so
long as any Preferred Securities remain outstanding, if the Issuer
which issued such Preferred Securities shall be required to pay, with
respect to its income derived from the interest payments on the
Corresponding Junior Subordinated Debentures of any series, any
amounts for or on account of any taxes, duties, assessments or
governmental charges of whatever nature imposed by the United States,
or any other taxing authority, then, in any such case, the Company
will pay as interest on such series such Additional Interest as may be
necessary in order that the net amounts received and retained by such
Issuer after the payment of such taxes, duties, assessments or
governmental charges shall result in such Issuer's having such funds
as it would have had in the absence of the payment of such taxes,
duties, assessments or governmental charges.
The Company will also covenant, as to each series of Corresponding
Junior Subordinated Debentures, (i) to maintain directly or indirectly
100% ownership of the Common Securities of the Issuer to which
Corresponding Junior Subordinated Debentures have been issued,
provided that certain successors which are permitted pursuant to the
Corresponding Indenture may succeed to the Company's ownership of the
Common Securities, (ii) not to voluntarily terminate, wind-up or
liquidate any Issuer, except (a) in connection with a distribution of
Corresponding Junior Subordinated Debentures to the holders of the
Preferred Securities in liquidation of such Issuer, or (b) in
connection with certain mergers, consolidations or amalgamations
permitted by the related Trust Agreement, (iii) to remain the sole
depositor under the related Trust Agreement of such Issuer and timely
perform in all material respects all of its duties as depositor of
such Issuer, and (iv) to use its reasonable efforts, consistent with
the terms and provisions of the related Trust Agreement, to cause such
Issuer to remain a business trust and otherwise continue to be treated
as a "grantor trust" for United States Federal income tax purposes.
RELATIONSHIP AMONG THE PREFERRED SECURITIES,
THE CORRESPONDING JUNIOR SUBORDINATED DEBENTURES AND THE GUARANTEES
As long as payments of interest and other payments are made when
due on each series of Corresponding Junior Subordinated Debentures,
such payments will be sufficient to cover Distributions and other
payments due on the corresponding Preferred Securities, primarily
because (i) the aggregate principal amount of each series of
Corresponding Junior Subordinated Debentures will be equal to the sum
of the aggregate Liquidation Preference Amount of the corresponding
Preferred Securities and corresponding Common Securities; (ii) the
interest rate and interest and other payment dates on each series of
Corresponding Junior Subordinated Debentures will match the
Distribution rate and Distribution and other payment dates for the
corresponding Preferred Securities; (iii) the Company shall pay for
all and any costs, expenses and liabilities of the related Issuer
except such Issuer's obligations to holders of its Preferred
Securities under such Preferred Securities; and (iv) each Trust
Agreement further provides that such Issuer will not engage in any
activity that is not consistent with the limited purposes of such
Issuer.
Payments of Distributions and other amounts due on the Preferred
Securities (to the extent the Issuer has funds available for the
payment of such Distributions) are irrevocably guaranteed by the
Company as and to the extent set forth under "Description of
Guarantees". Taken together, the Company's obligations under each
series of Corresponding Junior Subordinated Debentures, the
Corresponding Indenture, the related Trust Agreement, the related
Expense Agreement, and the related Guarantee provide a full,
irrevocable and unconditional guarantee of payments of distributions
and other amounts due on the related series of Preferred Securities.
No single document standing alone or operating in conjunction with
fewer than all of the other documents constitutes such guarantee. It
is only the combined operation of these documents that has the effect
of providing a full, irrevocable and unconditional guarantee of the
Issuer's obligations under the Preferred Securities. If and to the
extent that the Company does not make payments on any series of
Corresponding Junior Subordinated Debentures, such Issuer will not pay
Distributions or other amounts due on its related Preferred
Securities. The Guarantees do not cover payment of Distributions when
the related Issuer does not have sufficient funds to pay such
Distributions. In such event, the remedies of holders of a series of
Preferred Securities are as described above under "Description of
Junior Subordinated Debentures -- Debenture Events of Default" and
"Description of Preferred Securities -- Voting Rights; Amendment of
Trust Agreement". The obligations of the Company under each Guarantee
are subordinate and junior in right of payment to all Senior Debt of
the Company.
Notwithstanding anything to the contrary in the Corresponding
Indenture, the Company has the right to set-off any payment it is
otherwise required to make thereunder with and to the extent the
Company has theretofore made, or is concurrently on the date of such
payment making, a payment under the related Guarantee.
A holder of any related Preferred Security may institute a legal
proceeding directly against the Company to enforce its rights under
the related Guarantee without first instituting a legal proceeding
against the Guarantee Trustee, the related Issuer or any other person
or entity.
Each Issuer's Preferred Securities evidence the rights of the
holders thereof to the benefits of such Issuer, and each Issuer exists
for the sole purpose of issuing its Preferred Securities and Common
Securities and investing the proceeds thereof in Corresponding Junior
Subordinated Debentures. A principal difference between the rights of
a holder of a Preferred Security and a holder of a Corresponding
Junior Subordinated Debenture is that a holder of a Corresponding
Junior Subordinated Debenture is entitled to receive the principal
amount of and interest accrued on Corresponding Junior Subordinated
Debentures held, while a holder of Preferred Securities is entitled to
receive Distributions only from the related issuer (or from the
Company under the applicable Guarantee) if and to the extent the
related Issuer has funds available for the payment of such
Distributions.
Upon any voluntary or involuntary termination, winding-up or
liquidation of any Issuer involving the liquidation of the
Corresponding Junior Subordinated Debentures, after satisfaction of
creditors of such Issuer, if any, as provided by applicable law, the
holders of Preferred Securities will be entitled to receive, out of
assets held by such Issuer, the Liquidation Distribution in cash. See
"Description of Preferred Securities--Liquidation Distribution upon
Termination". Upon any voluntary or involuntary liquidation or
bankruptcy of the Company, the Property Trustee, as holder of the
Corresponding Junior Subordinated Debentures, would be a subordinated
creditor of the Company, subordinated in right of payment to all
Senior Debt, but entitled to receive payment in full of principal and
interest, before any stockholders of the Company receive payments or
distributions. Since the Company is the guarantor under each
Guarantee and has agreed to pay for all costs, expenses and
liabilities of each Issuer (other than the Issuer's obligations to the
holders of its Preferred Securities), the positions of a holder of
such Preferred Securities and a holder of such Corresponding Junior
Subordinated Debentures relative to other creditors and to
stockholders of the Company in the event of liquidation or bankruptcy
of the Company would be substantially the same.
A default or event of default under any Senior Debt would not
constitute a default or Event of Default under the Corresponding
Indenture. However, in the event of payment defaults under, or
acceleration of, Senior Debt, the subordination provisions of the
Corresponding Indenture provide that no payments may be made in
respect of the Corresponding Junior Subordinated Debentures until such
Senior Debt has been paid in full or any payment default thereunder
has been cured or waived. Failure to make required payments on any
series of Corresponding Junior Subordinated Debentures would
constitute a Debenture Event of Default under the Corresponding
Indenture with respect to such series.
PLAN OF DISTRIBUTION
The Junior Subordinated Debentures and the Preferred Securities
may be sold in a public offering to or through underwriters or dealers
designated from time to time. The Company and each Issuer may sell
their respective Junior Subordinated Debentures and Preferred
Securities as soon as practicable after effectiveness of the
Registration Statement of which this Prospectus is a part. The names
of any underwriters or dealers involved in the sale of the Junior
Subordinated Debentures and Preferred Securities in respect of which
this Prospectus is delivered, the amount or number of Junior
Subordinated Debentures and Preferred Securities to be purchased by
any such underwriters and any applicable commissions or discounts will
be set forth in the Prospectus Supplement.
Underwriters may offer and sell Junior Subordinated Debentures and
Preferred Securities at a fixed price or prices, which may be changed,
or from time to time at market prices prevailing at the time of sale,
at prices related to such prevailing market prices or at negotiated
prices. In connection with the sale of Preferred Securities,
underwriters may be deemed to have received compensation from the
Company and/or the applicable Issuer in the form of underwriting
discounts or commissions and may also receive commissions.
Underwriters may sell Junior Subordinated Debentures and Preferred
Securities to or through dealers, and such dealers may receive
compensation in the form of discounts, concessions or commissions from
the underwriters.
Any underwriting compensation paid by the Company and/or the
applicable Issuer to underwriters in connection with the offering of
Junior Subordinated Debentures and Preferred Securities, and any
discounts, concessions or commissions allowed by such underwriters to
participating dealers, will be set forth in a Prospectus Supplement.
Underwriters and dealers participating in the distribution of Junior
Subordinated Debentures and Preferred Securities may be deemed to be
underwriters, and any discounts and commissions received by them and
any profit realized by them on resale of such Junior Subordinated
Debentures and Preferred Securities may be deemed to be underwriting
discounts and commissions, under the Securities Act. Underwriters and
dealers may be entitled, under agreement with the Company and the
applicable Issuer, to indemnification against and contribution toward
certain civil liabilities, including liabilities under the Securities
Act, and to reimbursement by the Company for certain expenses.
In connection with the offering of the Preferred Securities of any
Issuer, such Issuer may grant to the underwriters an option to
purchase additional Preferred Securities to cover over-allotments, if
any, at the initial public offering price (with an additional
underwriting commission), as may be set forth in the accompanying
Prospectus Supplement. If such Issuer grants any over-allotment
option, the terms of such over-allotment option will be set forth in
the Prospectus Supplement for such Preferred Securities.
Underwriters and dealers may engage in transactions with, or
perform services for, the Company and/or the applicable Issuer and/or
any of their affiliates in the ordinary course of business.
The Junior Subordinated Debentures and the Preferred Securities
will be a new issue of securities and will have no established trading
market. Any underwriters to whom Junior Subordinated Debentures and
Preferred Securities are sold for public offering and sale may make a
market in such Junior Subordinated Debentures and Preferred
Securities, but such underwriters will not be obligated to do so and
may discontinue any market making at any time without notice. Such
Junior Subordinated Debentures and Preferred Securities may or may not
be listed on a national securities exchange. No assurance can be
given as to the liquidity of or the existence of trading markets for
any Junior Subordinated Debentures or Preferred Securities.
No person has been authorized to
give any information or to make
any representations other than _____ Preferred Securities
those contained in this
Prospectus Supplement or the
Prospectus, and, if given or made, ENTERGY LOUISIANA
such information or
representations must not be relied CAPITAL I
upon as having been authorized.
This Prospectus Supplement and the
Prospectus do not constitute an _____%
offer to sell or a solicitation of
an offer to buy any securities Cumulative Quarterly
other than the securities Income Preferred Securities,
described in this Prospectus Series A (QUIPSsm)
Supplement and the Prospectus or
an offer to sell or the Fully and unconditionally
solicitation of an offer to buy guaranteed
such securities in any asset forth herein by
circumstances in which such offer
or solicitation is unlawful. ENTERGY LOUISIANA, INC.
Neither the delivery of this
Prospectus Supplement and the
Prospectus nor any sale made
hereunder shall, under any
circumstances, create any ____________________
implication that there has been no
change in the affairs of the PROSPECTUS SUPPLEMENT
Company since the date hereof or
that the information contained ____________________
herein or therein is correct as of
any time subsequent to its date. Goldman, Sachs & Co.
TABLE OF CONTENTS ____________________
Prospectus Supplement ____________________
Risk Factors
Entergy Louisiana Capital I
Use of Proceeds Representatives of the
Selected Financial Information Underwriters
Capitalization
Certain Terms of the Series A
Preferred
Securities
Certain Terms of the Series A
Debentures
Certain United States Federal
Income Tax
Considerations
Underwriting
Experts
Legal Opinions
Prospectus
Available Information
Incorporation of Certain
Documents by Reference
The Company
The Issuers
Use of Proceeds
Description of Junior
Subordinated Debentures
Description of Preferred
Securities
Description of Guarantees
Description of Corresponding
Junior
Subordinated Debentures
Relationship Among the Preferred
Securities,
the Corresponding Junior
Subordinated
Debentures and the Guarantees
Plan of Distribution
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Each
Initial Additio
Sale nal
Sale
Filing Fees_Securities and Exchange
Commission:
Registration Statement $ $
51,725
*Rating Agencies' fees 25,000 25,000
*Trustees' fees 6,000 3,000
*Fees of Company's Counsel:
Richards, Layton & Finger, 35,000 20,000
P.A........................................
........
Reid & Priest LLP 50,000 30,000
*Fees of Entergy Services, Inc. 35,000 25,000
*Accounting fees 12,000 6,000
*Printing and engraving costs 40,000 25,000
*Miscellaneous expenses (including Blue-Sky 20,000 15,000
expenses)
*Total Expenses $274,72 $149,00
5 0
___________________
*Estimated
Item 15. Indemnification of Directors and Officers.
The Company has insurance covering its expenditures which might
arise in connection with its lawful indemnification of its directors
and officers for certain of their liabilities and expenses. Directors
and officers of the Company also have insurance which insures them
against certain other liabilities and expenses. The corporation laws
of Louisiana permit indemnification of directors and officers in a
variety of circumstances, which may include liabilities under the
Securities Act of 1933, as amended (the "Securities Act"), and under
the Company's Restated and Amended Articles of Incorporation, its
officers and directors may generally be indemnified to the full extent
of such laws.
Item 16. Exhibits.
***1.0 Form of Underwriting Agreement relating to Junior
1 Subordinated Debentures.
***1.0 Form of Underwriting Agreement relating to Preferred
2 Securities.
**4.01 Amended and Restated Articles of Incorporation of the
Company and amendments thereto through April 22, 1996
(filed as Exhibit 3(c) to Form 10-Q for the quarter ended
March 31, 1996 in 1-8474).
**4.02 By-Laws of the Company as amended effective January 23,
1984, and as presently in effect (filed as Exhibit A-4 in
70-6962).
***4.0 Form of Indenture for Unsecured Subordinated Debt
3 Securities, dated as of July 1, 1996, between the Company
and The Bank of New York as Debenture Trustee.
***4.0 Form of Indenture for Unsecured Subordinated Debt
4 Securities relating to Trust Securities, dated as of July
1,1996, between the Company and The Bank of New York, as
Corresponding Debenture Trustee.
***4.0 Certificate of Trust of Entergy Louisiana Capital I.
5
***4.0 Trust Agreement of Entergy Louisiana Capital I.
6
***4.0 Certificate of Trust of Entergy Louisiana Capital II.
7
***4.0 Trust Agreement of Entergy Louisiana Capital II.
8
***4.0 Certificate of Trust of Entergy Louisiana Capital III.
9
***4.1 Trust Agreement of Entergy Louisiana Capital III.
0
***4.1 Form of Amended and Restated Trust Agreement for Entergy
1 Louisiana Capital I.
***4.1 Form of Preferred Security Certificate for Entergy
2 Louisiana Capital I (included as Exhibit E of Exhibit
4.11 hereto).
***4.1 Form of Guarantee Agreement in respect of Entergy
3 Louisiana Capital I.
4.14 Form of Amended and Restated Trust Agreement for Entergy
Louisiana Capital II.
***4.1 Form of Preferred Security Certificate for Entergy
5 Louisiana Capital II (included as Exhibit E of Exhibit
4.14 hereto).
***4.1 Form of Guarantee Agreement in respect of Entergy
6 Louisiana Capital II.
4.17 Form of Amended and Restated Trust Agreement for Entergy
Louisiana Capital III.
***4.1 Form of Preferred Security Certificate for Entergy
8 Louisiana Capital III (included as Exhibit E of Exhibit
4.17 hereto).
***4.1 Form of Guarantee Agreement in respect of Entergy
9 Louisiana Capital III.
***4.2 Form of Officer's Certificate establishing terms of
0 Junior Subordinated Debentures (including form of Junior
Subordinated Debenture).
***4.2 Form of Officer's Certificate establishing terms of
1 Corresponding Junior Subordinated Debentures (including
form of Corresponding Junior Subordinated Debenture).
***5.0 Opinion of Denise C. Redmann, Senior Attorney - Corporate
1 and Securities of Entergy Services, Inc., relating to the
validity of the Junior Subordinated Debentures and the
Guarantees.
***5.0 Opinion of Richards, Layton & Finger, P.A., special
2 Delaware counsel, relating to the validity of the
Preferred Securities of Entergy Louisiana Capital I.
***5.0 Opinion of Richards, Layton & Finger, P.A., special
3 Delaware counsel, relating to the validity of the
Preferred Securities of Entergy Louisiana Capital II.
***5.0 Opinion of Richards, Layton & Finger, P.A., special
4 Delaware counsel, relating to the validity of the
Preferred Securities of Entergy Louisiana Capital III.
***5.0 Opinion of Reid & Priest LLP, relating to the validity of
5 the Junior Subordinated Debentures and the Guarantees.
***8.0 Opinion of Reid & Priest LLP, as to United States tax
1 matters (included in Exhibit 5.05 hereto).
***12. Statement Re: Computation of Ratio of Earnings to Fixed
01 Charges (filed as Exhibit 99(c) to Form 10-Q for the
quarter ended March 31, 1996 in 1-8474).
***23. Consent of Coopers & Lybrand L.L.P.
01
***23. Consent of Deloitte & Touche LLP.
02
***23. Consent of Denise C. Redmann, Senior Attorney - Corporate
03 and Securities of Entergy Services, Inc. (included in
Exhibit 5.01 hereto).
***23. Consent of Richards, Layton & Finger, P.A., special
04 Delaware counsel (included in Exhibit 5.02 hereto).
***23. Consent of Richards, Layton & Finger, P.A., special
05 Delaware counsel (included in Exhibit 5.03 hereto).
***23. Consent of Richards, Layton & Finger, P.A., special
06 Delaware counsel (included in Exhibit 5.04 hereto).
***23. Consent of Reid & Priest LLP (included in Exhibit 5.05
07 hereto).
***24. Powers of Attorney of certain officers and directors of
01 the Company.
***25. Statement of Eligibility under the Trust Indenture Act of
01 1939 of The Bank of New York, as Trustee for the
Indenture for Unsecured Subordinated Debt Securities.
***25. Statement of Eligibility under the Trust Indenture Act of
02 1939 of The Bank of New York, as Trustee for the
Indenture for Unsecured Debt Securities relating to
Preferred Securities.
***25. Statement of Eligibility under the Trust Indenture Act of
03 1939 of The Bank of New York, as Property Trustee for the
Amended and Restated Trust Agreement of Entergy Louisiana
Capital I.
***25. Statement of Eligibility under the Trust Indenture Act of
04 1939 of The Bank of New York, as Guarantee Trustee for
the Guarantee for Entergy Louisiana Capital I.
***25. Statement of Eligibility under the Trust Indenture Act of
05 1939 of The Bank of New York, as Property Trustee for the
Amended and Restated Trust Agreement of Entergy Louisiana
Capital II.
***25. Statement of Eligibility under the Trust Indenture Act of
06 1939 of The Bank of New York, as Guarantee Trustee for
the Guarantee for Entergy Louisiana Capital II.
***25. Statement of Eligibility under the Trust Indenture Act of
07 1939 of The Bank of New York, as Property Trustee for the
Amended and Restated Trust Agreement of Entergy Louisiana
Capital III.
***25. Statement of Eligibility under the Trust Indenture Act of
08 1939 of The Bank of New York, as Guarantee Trustee for
the Guarantee for Entergy Louisiana Capital III.
__________
**Incorporated by reference herein.
***Previously filed.
Item 17. Undertakings.
The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrants
pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the registrants' annual report pursuant
to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference
in this registration statement shall be deemed to be a new
registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(5) That, for purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule
430A and contained in a form of prospectus filed by the registrants
pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this registration statement as of the
time it was declared effective.
(6) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating
to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(7) To provide to the underwriters at the closing specified in
the underwriting agreements certificates in such denominations and
registered in such names as required by the underwriter to permit
prompt delivery to each purchaser.
(8) That, insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and
controlling persons of the registrants pursuant to the foregoing
provisions, or otherwise, the registrants have been advised that in
the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrants of
expenses incurred or paid by a director, officer or controlling person
of the registrants in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrants will, unless in the opinion of their counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
them is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has duly caused this
Amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New Orleans, State of Louisiana, on
the 1st day of July, 1996.
ENTERGY LOUISIANA, INC.
By /s/ William J. Regan, Jr.
William J. Regan, Jr.
Vice President and Treausurer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
Chairman of the July 1, 1996
Edwin Lupberger Board,
Chief Executive
Officer and Director
(Principal Executive
Officer)
By: /s/ William J.
Regan, Jr.
William J. Regan,
Jr.
Attorney-in-fact
Executive Vice July 1, 1996
Gerald D. McInvale President
Chief Financial
Officer,
and Director
(Principal Financial
Officer)
By: /s/ William J.
Regan, Jr.
William J. Regan,
Jr.
Attorney-in-fact
Vice President and July 1, 1996
Louis E. Buck Chief Accounting
Officer
(Principal Accounting
Officer)
By: /s/ William J.
Regan, Jr.
William J. Regan,
Jr.
Attorney-in-fact
Michael B. Bemis )
Jerry L. Maulden )
Donald C. Hintz ) Directors July 1, 1996
Jerry D. Jackson )
John J. Cordaro )
By: /s/ William J.
Regan, Jr.
William J. Regan,
Jr.
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrants, Entergy Louisiana Capital I, Entergy
Louisiana Capital II and Entergy Louisiana Capital III, each has duly
caused this Amendment to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City
of New Orleans, State of Louisiana, on the 1st day of July, 1996.
Entergy Louisiana Capital I
By: Entergy Louisiana, Inc.,
as depositor
By: /s/ William J.
Regan, Jr.
Name: William J. Regan,
Jr.
Title: Vice President
and Treasurer
Entergy Louisiana Capital II
By: Entergy Louisiana, Inc.,
as depositor
By: /s/ William J.
Regan, Jr.
Name: William J. Regan,
Jr.
Title: Vice President
and Treasurer
Entergy Louisiana Capital III
By: Entergy Louisiana, Inc.,
as depositor
By: /s/ William J.
Regan, Jr.
Name: William J. Regan,
Jr.
Title: Vice President
and Treasurer
