File No. 70-9141
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
to
Form U-1
___________________________________
APPLICATION-DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
___________________________________
Entergy Louisiana, Inc.
639 Loyola Avenue
New Orleans, LA 70113
(Name of company filing this statement and address
of principal executive offices)
___________________________________
Entergy Corporation
(Name of top registered holding company parent of each
applicant or declarant)
___________________________________
John J. Cordaro William J. Regan, Jr.
President Vice President and Treasurer
Entergy Louisiana, Inc. Entergy Services, Inc.
639 Loyola Avenue 639 Loyola Avenue
New Orleans, LA 70113 New Orleans, LA 70113
(Names and addresses of agents for service)
___________________________________
The Commission is also requested to send copies of any
communications in connection with this matter to:
Laurence M. Hamric, Esq. Kevin Stacey, Esq.
Denise C. Redmann, Esq. Reid & Priest LLP
Entergy Services, Inc. 40 West 57th Street
639 Loyola Avenue New York, NY 10019
New Orleans, LA 70113
<PAGE>
The Application-Declaration is hereby amended and restated in its
entirety to read as follows:
Item 1. Description of Proposed Transactions
Section A. Overview
Entergy Louisiana, Inc., a Louisiana corporation
("Company"), and a subsidiary of Entergy Corporation
("Entergy"), a registered holding company under the Public
Utility Holding Company Act of 1935, as amended, ("Holding
Company Act"), proposes, from time to time through December
31, 2002, (1) to issue and sell one or more series of the
Company's first mortgage bonds ("Bonds") and/or one or more
series of the Company's debentures ("Debentures") in a
combined aggregate principal amount of Bonds and Debentures
not to exceed $600 million, and/or (2) to issue and sell (a)
through one or more special purpose subsidiaries of the
Company, one or more series of preferred securities of such
subsidiary having a stated per share liquidation preference
("Entity Interests") and/or (b) one or more new series of
the Company's Preferred Stock ("Preferred"), in a combined
aggregate amount of Entity Interests and Preferred not to
exceed $260 million (the issuance of the Entity Interests to
include the issuance of one or more series of the Company's
junior subordinated debentures to said special purpose
subsidiaries, each series of junior subordinated debentures
in an amount not to exceed the amount of the respective
series of Entity Interests plus an equity contribution and
in addition to, and not to be included in the amount of
Debentures requested in subsection (1) above), and/or (3) to
enter into arrangements for the issuance and sale of one or
more series of tax-exempt bonds ("Tax-Exempt Bonds") in an
aggregate principal amount not to exceed $420 million for
the financing of certain pollution control facilities,
including but not limited to sewage and/or solid waste
disposal facilities that have not heretofore been the
subject of such financing or for the refinancing of
outstanding tax-exempt bonds issued for that purpose,
including the possible issuance and pledge of one or more
new series of Bonds ("Collateral Bonds") as collateral
security for such Tax-Exempt Bonds in an aggregate principal
amount not to exceed $455 million which amount of said
Collateral Bonds is not included in the $600 million
combined aggregate principal amount of Bonds and Debentures
referred to in subsection (1) above (the financings
contemplated in (1) through (3) above being hereinafter
collectively referred to as "New Financing Plan"), and/or
(4) to acquire, from time to time by tender offer, open
market or negotiated purchases, all or a portion of one or
more series of the Company's outstanding First Mortgage
Bonds, Preferred, and/or outstanding Pollution Control
Revenue Bonds and Industrial Development Revenue Bonds
previously issued for the benefit of the Company
(collectively, "New Acquisition Program"). Each of these
proposed transactions is discussed in detail below.
Section B. Issuance and Sale of the Bonds
1. The new series of Bonds will be issued under the
Company's Mortgage and Deed of Trust, dated as of April 1, 1944,
to Bank of Montreal Trust Company, successor to The Chase
National Bank of the City of New York, and Mark F. McLaughlin,
successor to Z. George Klodnicki, successor to Carl E. Buckley,
as Trustees, as heretofore supplemented and as proposed to be
further supplemented by additional Supplemental Indenture(s),
each relating to one or more new series of Bonds (the
"Mortgage"). The Bonds would be issued on the basis of unfunded
net property additions and/or previously retired bonds, as
permitted and authorized by the Mortgage.
2. Each new series of Bonds will be sold at such price,
bear interest at such rate or rates, and mature on such date or
dates as shall be determined at the time of sale or when the
agreement to sell is entered into, as the case may be. No series
of Bonds will be issued at rates in excess of the lower of 15%
per annum or those rates generally obtainable at the time of
pricing for sales of mortgage bonds having the same or reasonably
similar maturities, issued by companies of the same or reasonably
comparable credit quality and having reasonably similar terms,
conditions and features. The price, exclusive of accrued
interest, to be paid to the Company for each new series of Bonds
to be sold at competitive bidding will be within a range (to be
specified by the Company to prospective purchasers) of 95% to
105% of the principal amount thereof. Each series of Bonds will
mature not later than forty years from the day of issuance.
3. As to series having an adjustable interest rate, the
initial interest rate for Bonds of such series would be
determined in discussions between the Company and the purchasers
of such series and would be based on the current market rate for
comparable bonds. Thereafter, the interest rate on such Bonds
would be adjusted according to a pre-established formula or
method of determination ("Floating Rate Bonds") or would be that
rate which, when set, would be sufficient to remarket the Bonds
of such series at their principal amount ("Remarketed Bonds").
4. The interest rate for Floating Rate Bonds after the
initial interest rate period may be set as a percentage of, or as
a specified spread from, a benchmark rate, such as the London
Interbank Offered Rate ("LIBOR") or the yield to maturity of
specified United States Treasury securities ("Treasury Rate"), or
may be established by reference to orders received in an auction
procedure, and will not exceed a specified maximum rate greater
than 15% per annum. Such interest rate may be adjusted at
established intervals or may be adjusted simultaneously with
changes in the benchmark rate.
5. The interest rate for Remarketed Bonds after the
initial interest rate period would not be greater than rates
generally obtained at the time of remarketing of bonds having
similar maturities, issued by companies of comparable credit
quality and having reasonably comparable terms, and would not
exceed a specified maximum rate greater than 15% per annum.
6. The Supplemental Indenture to the Mortgage for any
series of Remarketed Bonds would provide that holders thereof
would have the right to tender or be required to tender their
Bonds at a price equal to the principal amount thereof, plus any
accrued and unpaid interest thereon, on dates specified in or
established in accordance with the applicable Supplemental
Indenture. A Tender Agent may be appointed to facilitate the
tender of any Bonds by holders. Any holder of Bonds wishing to
have such Bonds purchased may be required to deliver the same
during a specified period of time preceding such purchase date to
the Tender Agent, if one shall have been appointed, or to the
Remarketing Agent appointed to reoffer such tendered Bonds for
sale.
7. The Company would be obligated to pay amounts equal to
the amounts to be paid to the Remarketing Agent or the Tender
Agent pursuant to the Supplemental Indenture for the purchase of
Bonds so tendered, such amounts to be paid by the Company on the
dates such payments by the Remarketing Agent or the Tender Agent
are to be made, reduced by the amount of any other moneys
available therefor, including the proceeds of the sale of such
tendered Bonds by the Remarketing Agent. Upon the delivery of
such Bonds by holders to the Remarketing Agent or the Tender
Agent for purchase, the Remarketing Agent would use its best
efforts to sell such Bonds at a price equal to the principal
amount of such Bonds.
8. One or more new series of Bonds may include provisions
for redemption prior to maturity at various percentages of the
principal amount thereof and may include restrictions on optional
redemption for a given number of years. In addition, one or more
series of Bonds may include provisions for the mandatory
retirement of some or all of such series prior to maturity. In
each Supplemental Indenture relating to a series of Bonds, the
Company may covenant that, so long as any Bonds of such series
remain outstanding, the Company will not pay any cash dividends
on common stock except from credits to retained earnings, plus
$345 million, plus such additional amounts as shall be approved
by the Securities and Exchange Commission (the "Commission").
However, the Company may determine not to include any provisions
restricting its ability to pay common stock dividends. To the
extent that the foregoing deviates from the Commission's
Statement of Policy Regarding First Mortgage Bonds (Holding
Company Act Release No. 13105, February 16, 1956, as modified by
Holding Company Act Release No. 16369, May 8, 1969), the Company
hereby requests authorization by the Commission of any such
deviation.
9. Reference is made to Exhibits A-1, A-2, A-4, and B-2
hereto for further information with respect to the terms of each
series of Bonds.
Section C. Issuance and Sale of the Debentures
10. The Debentures will be issued under one or more
Debenture Indentures or Subordinated Debenture Indentures, to be
substantially in the forms attached as Exhibits A-10 and A-12,
respectively (each, a "Debenture Indenture"), as any of the same
may be supplemented from time to time.
11. Each series of Debentures will be sold at such price,
will bear interest at such rate(s) and will mature on such
date(s) as shall have been be determined at the time of sale.
Debentures will not be sold if the fixed interest rate or initial
adjustable interest rate thereon would exceed the lower of 15% or
rates generally obtainable at the time of pricing for sales of
debentures having the same or reasonably equivalent maturity,
issued by companies of comparable credit quality and having
reasonably similar terms, conditions and features. As to series
of Debentures having an adjustable interest rate, the initial
interest rate for such series will be negotiated by the Company
and the purchasers of such series and will be based on the
current market rate for comparable debentures. Thereafter, the
interest rate on such Debentures would be adjusted according to a
pre-established formula or method of determination ("Floating
Rate Debentures") or will be that rate which, when set, would be
sufficient to remarket the Debentures of such series at their
principal amount ("Remarketed Debentures").
12. The interest rate for Floating Rate Debentures after
the initial interest rate period may be set as a percentage of,
or as a specified spread from, a benchmark rate such as LIBOR or
the Treasury Rate, or may be established by reference to orders
received in an auction procedure, and will not exceed a specified
maximum rate, which shall not exceed 15% per annum. Such
interest rate may be adjusted at established intervals or may be
adjusted simultaneously with changes in the benchmark rate.
13. The interest rate for Remarketed Debentures after the
initial interest rate period will not exceed rates generally
obtainable at the time of remarketing of debentures having the
same or reasonably similar maturity, issued by companies of
comparable credit quality and having the same or reasonably
comparable terms and will not exceed a specified maximum rate not
to exceed 15% per annum.
14. The terms of Remarketed Debentures would provide that
holders thereof have the right to tender or are required to
tender their Debentures and have them purchased at a price equal
to the principal amount thereof plus accrued and unpaid interest
thereon, on specified dates. A Tender Agent may be appointed to
facilitate the tender of any Debentures by holders. Any holder
of Remarketed Debentures wishing to have them purchased may be
required to deliver the same during a specified period of time
preceding such purchase date to the Tender Agent, if one shall be
appointed, or to the Remarketing Agent appointed to reoffer the
same for sale.
15. The Company would be obligated to pay amounts equal to
the amounts to be paid to the Remarketing Agent or the Tender
Agent for the purchase of Remarketed Debentures so tendered,
which amounts would be paid by the Company on the dates such
payments by the Remarketing Agent or the Tender Agent are to be
made, reduced by the amount of any other moneys available
therefor, including the proceeds of the sale of such tendered
Debentures by the Remarketing Agent. Upon the delivery of such
Debentures by holders to the Remarketing Agent or the Tender
Agent for purchase, the Remarketing Agent would use its best
efforts to sell the same at a price equal to the principal amount
thereof.
16. The price, exclusive of accrued interest, to be paid to
the Company for each such series of Debentures sold at
competitive bidding will be within a range (to be specified by
the Company to prospective purchasers) of 95% to 105% of the
principal amount of such series. Each series of Debentures will
mature not later than fifty years from the day of issuance.
17. One or more series of Debentures may include provisions
for redemption prior to maturity at various percentages of the
principal amount thereof, restrictions on optional redemption for
a given number of years and/or provisions for the mandatory
retirement of some or all of such series prior to maturity.
18. Debentures issued under a Subordinated Debenture
Indenture would be expressly subordinated to Senior Indebtedness,
as defined therein or pursuant thereto, and may also provide that
payments of interest on such Subordinated Debentures may be
deferred, without creating a default with respect thereto, for
specified periods, so long as no dividends are being paid on, or
certain actions are being taken with respect to the retirement
of, the common or preferred stock of the Company during such
period of deferral.
19. Reference is made to Exhibits A-10, A-11, A-12, A-13
and B-8 hereto for further information with respect to the terms
of each series of Debentures.
Section D. Issuance and Sale of Entity Interests
20. The Company proposes to organize either a special
purpose limited partnership or a statutory business trust (the
"Issuing Entity") for the sole purpose of issuing the Entity
Interests. In the case of a limited partnership, the Company
would either (a) act as the general partner of the Issuing Entity
or (b) organize a special purpose, wholly-owned corporation for
the sole purpose of acting as the general partner of the Issuing
Entity (the "Participating Subsidiary"). In the case of a
business trust, the business and affairs of the trust would be
conducted by one or more trustees (individually and collectively,
the "Trustee"). Prior to a default, the Company will, as a
result of its ownership of all voting interests in the Issuing
Entity, be entitled to appoint, remove or replace the Trustee.
21. The Company will directly or indirectly make an equity
contribution to the Issuing Entity at the time the Entity
Interests are issued and thereby directly or indirectly acquire
all of the general partnership interest (in the case of a limited
partnership) or all of the voting interests (in the case of a
business trust) in such Issuing Entity. The Company's equity
contribution to the Issuing Entity will at all times constitute
at least 1% (in the case of a limited partnership) or at least 3%
(in the case of a business trust) of the aggregate equity
contributions by all securityholders to such Issuing Entity.
22. The holders of the Entity Interests will be either (a)
the limited partners (in the case of a limited partnership) or
(b) the holders of preferred interests (in the case of a business
trust) of the Issuing Entity.
23. The Company will issue, from time to time in one or
more series, Subordinated Debentures (the "Entity Subordinated
Debentures") to the Issuing Entity. The Issuing Entity will use
the proceeds from the sale of its Entity Interests, plus the
equity contributions made to it by the Company, to purchase the
Entity Subordinated Debentures. The Entity Subordinated
Debentures will be issued by the Company pursuant to a
Subordinated Debenture Indenture (the "Entity Subordinated
Debenture Indenture"). Reference is made to Exhibits A-14 and A-
15 respectfully for forms of the Entity Subordinated Debenture
Indenture and the Entity Subordinated Debenture.
24. Each series of Entity Subordinated Debentures will
mature at such time, not more than fifty years from their date of
issuance, as the Company may determine at the time of issuance.
The Entity Subordinated Debenture Indenture may permit the Entity
Subordinated Debentures to be issued with an initial, and
optional additional terms which together do not exceed fifty
years from the date of issuance. For example, the Entity
Subordinated Debentures may have an initial term of thirty years
with the Company having the right to extend the maturity for up
to an additional nineteen years. Prior to maturity, the Company
will pay interest only on the Entity Subordinated Debentures, at
either a fixed or adjustable rate as set forth in the Entity
Subordinated Debenture Indenture. The distribution rates,
payment dates, redemption, maturity, and other terms applicable
to each series of Entity Interests will be substantially
identical to the interest rates, payment dates, redemption,
maturity, and other terms applicable to the Entity Subordinated
Debentures relating thereto, and will be determined by the
Company at the time of issuance. The interest paid by the
Company on the Entity Subordinated Debentures will constitute the
only source of income for the Issuing Entity and will be used by
the Issuing Entity to pay monthly or quarterly (as determined at
the time of the sale of each series) distributions on the Entity
Interests.
25. The Company may also enter into a guaranty (the
"Guaranty") pursuant to which it will unconditionally guarantee
(i) payment of distributions on the Entity Interests, if and to
the extent the Issuing Entity has funds legally available
therefor, (ii) payments to the holders of Entity Interests of
certain amounts due upon liquidation of the Issuing Entity or
redemption of the Entity Interests, and (iii) certain additional
"gross up" amounts that may be payable in respect of the Entity
Interests, as described in paragraph 31 below. A form of the
Guaranty will be filed by Rule 24 Certificate as Exhibit A-17,
unless the Company has decided not to provide the guaranties
described in this paragraph.
26. The Company's Entity Subordinated Debentures issued
under the Subordinated Debenture Indenture and the Guaranty (if
issued) will be expressly subordinated to Senior Indebtedness, as
defined therein or pursuant thereto, and may also provide that
payment of interest on such Entity Subordinated Debentures may be
deferred for specified periods, without creating a default with
respect thereto, so long as no dividends are being paid on, or
certain actions are being taken with respect to the retirement
of, the common or preferred stock of the Company during such
period of deferral.
27. Distributions on the Entity Interests will be paid
monthly or quarterly (as determined at the time of sale of each
series), will be cumulative, and will be mandatory to the extent
that the Issuing Entity has legally available funds sufficient
for such purposes. The availability of funds will depend
entirely upon the Issuing Entity's receipt of the amounts due
under the Entity Subordinated Debentures. The Issuing Entity will
have the right to defer distributions on the Entity Interests for
a specified period, but only if and to the extent that the
Company defers the interest payments on the Entity Subordinated
Debentures as described in paragraph 26 above.
28. It is anticipated that interest payments by the Company
on the Entity Subordinated Debentures will be deductible by it
for federal and state income tax purposes and that the Issuing
Entity will be treated as either a partnership or a trust, as the
case may be, for federal income tax purposes. Consequently, the
holders of Entity Interests will be deemed to have received
interest income rather than dividends, and will not be entitled
to any "dividends received deduction" under the Internal Revenue
Code.
29. One or more series of Entity Interests and Entity
Subordinated Debentures may include provisions for the mandatory
retirement of some or all of such series prior to maturity. The
Entity Interests will be subject to redemption, in whole or in
part, on and after a specified date (the "Earliest Redemption
Date") at the option of the Issuing Entity, with the consent of
the Company, at a price equal to their stated liquidation
preference plus any accrued and unpaid distributions (the
"Redemption Price"). The Earliest Redemption Date will be
determined based upon, among other factors, market conditions at
the time of issuance but will be not later than five years after
the date of issuance. The Entity Subordinated Debenture
Indenture and the Entity Agreement (as defined in paragraph 33
below) may set forth additional provisions governing the optional
redemption of the Entity Interests. It is expected that the
Issuing Entity will have the option, with the consent of the
Company, to redeem the Entity Interests at the Redemption Price
upon the occurrence of specified adverse tax events (each a "Tax
Event"). Examples of possible Tax Events are (a) the Issuing
Entity becoming subject to federal income tax with respect to
interest received on the Entity Subordinated Debentures or
otherwise not being treated as a partnership or a trust, as the
case may be, for federal income tax purposes, (b) interest
payments by the Company on the Entity Subordinated Debentures
being determined not to be deductible for federal income tax
purposes, or (c) the Issuing Entity becoming subject to more than
a minimal amount of other taxes, duties or other governmental
impositions. The Entity Subordinated Debenture Indenture and the
Entity Agreement may also provide that the Entity Interests are
subject to optional or mandatory redemption upon the occurrence
of specified adverse regulatory events (each, a "Regulatory
Event"). An example of a possible Regulatory Event is the
Issuing Entity becoming subject to regulation as an "investment
company" under the Investment Company Act of 1940, as amended.
30. The Company may also reserve the right upon the
occurrence of a Tax Event or a Regulatory Event, to exchange the
Entity Subordinated Debentures for the Entity Interests or
otherwise to distribute the Entity Subordinated Debentures to the
holders of Entity Interests, whereupon the Entity Interests would
be canceled.
31. If, as a result of (a) the Entity Subordinated
Debentures not being treated as indebtedness for federal income
tax purposes, or (b) the Issuing Entity not being treated as
either a partnership or a trust, as the case may be, for federal
income tax purposes, the Issuing Entity is required under
applicable tax laws to withhold or deduct from payments on the
Entity Interests amounts that otherwise would not be required to
be withheld or deducted, the Issuing Entity may also have the
obligation, if the Entity Interests are not redeemed (as
discussed in paragraph 29 above) or exchanged (as discussed in
paragraph 30 above), to increase or "gross up" such payments so
that the holders of Entity Interests will receive the same
payment after such withholding or deduction as they would have
received if no such withholding or deduction were required.
32. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Issuing Entity,
holders of Entity Interests will be entitled to receive, out of
the assets of the Issuing Entity available for distribution to
the limited partners (in the case of a limited partnership) or
the preferred securityholders (in the case of a business trust),
before any distribution of assets to the Company, an amount equal
to the stated liquidation preference of the Entity Interests plus
any accrued and unpaid distributions.
33. Under either the Amended and Restated Agreement of
Limited Partnership or the Amended and Restated Declaration of
Trust, as the case may be, that shall govern the activities of
the Issuing Entity upon the issuance of the Entity Interests (the
"Entity Agreement"), the activities of the Issuing Entity will be
limited solely to (i) the issuance and sale of Entity Interests,
(ii) the use of the proceeds thereof and the equity contributions
by either the general partner (in the case of a limited
partnership) or the Company (in the case of a business trust) to
purchase the Entity Subordinated Debentures, (iii) the receipt of
interest on the Entity Subordinated Debentures, and (iv) the
payment of distributions on the Entity Interests. Reference is
made to Exhibit A-16 for a form of the Entity Agreement.
34. The Entity Agreement will further state that either the
general partner (in the case of a limited partnership) or the
Trustee (in the case of a business trust), shall manage and
control the Issuing Entity's business and affairs and be
responsible for all liabilities and obligations of the Issuing
Entity; and that the general partnership interest (in the case of
a limited partnership) or the voting interests (in the case of a
business trust) shall not be transferable except for a transfer
made (a) with the consent of all other partners (in the case of a
limited partnership) or securityholders (in the case of a
business trust), (b) to a direct or indirect wholly-owned
subsidiary, or (c) in the event of merger, subject to certain
conditions.
35. Because the Entity Interests will be supported by the
Company's Entity Subordinated Debentures and Guaranty (if
issued), and the distributions to holders of Entity Interests
will be paid out of the interest payments on such Entity
Subordinated Debentures or pursuant to such Guaranty (if issued),
the Entity Agreement will not include any interest or
distribution coverage or capitalization ratio restrictions on
the ability to issue and sell additional Entity Interests. Such
restrictions would not be necessary, and the capital structure of
the Issuing Entity would not be relevant, because the interest
payments of the Company on the Entity Subordinated Debentures
will be sufficient to service fully the distributions on Entity
Interests. For this reason, financial statements for the Issuing
Entity are not included with this Application-Declaration.
36. Each series of Entity Interests and any corresponding
series of Entity Subordinated Debentures will be sold at such
price and will be entitled to receive such distributions or
interest payments on such periodic basis as shall have been
determined at the time of sale. No series of Entity Interests or
corresponding series of Entity Subordinated Debentures will be
sold if the fixed distribution or interest rate or initial
adjustable distribution or interest rate thereon would exceed the
lower of 15% per annum or market rates generally obtainable at
the time of pricing for sales of limited partnership or business
trust interests having a reasonably equivalent maturity, issued
by subsidiaries of companies of reasonably comparable credit
quality and having reasonably similar terms, conditions and
features. The initial distribution rate for Entity Interests of
such series having an adjustable distribution rate will be
determined in negotiations between the Company and the purchasers
of such series and be based on then current market rates for
comparable subsidiary securities. Thereafter, the distribution
rate on such Entity Interests would be adjusted according to a
pre-established formula or method of determination ("Floating
Rate Entity Interests") or would be that rate which, at the time
of remarketing, would be sufficient to remarket the Entity
Interests of such series at their principal amount ("Remarketed
Entity Interests").
37. The distribution rate for Floating Rate Entity
Interests after the initial distribution rate period will be set
as a percentage of, or as a specified spread from, a benchmark
rate, such as LIBOR or the Treasury Rate, or may be established
by reference to orders received in an auction procedure, and will
not exceed a specified maximum rate that will be no greater than
15% per annum. Such distribution rate may be adjusted at
established intervals or may be adjusted simultaneously with
changes in the benchmark rate.
38. The distribution rate for Remarketed Entity Interests
after the initial distribution rate period will not be greater
than rates generally obtainable at the time of remarketing of
limited partnership or business trust interests, as the case may
be, having the same or reasonably equivalent maturity, issued by
subsidiaries of companies of reasonably comparable credit quality
and having reasonably comparable terms, and will not exceed a
specified maximum rate that will be no greater than 15% per
annum.
39. The Entity Agreement would provide that holders of
Entity Interests would have the right to tender, or could be
required to tender, their Entity Interests and have them
purchased at a price equal to the principal amount thereof plus
accrued and unpaid distributions thereon, on dates specified in,
or established in accordance with, the Entity Agreement. A
Tender Agent may be appointed to facilitate the tender of Entity
Interests by holders. Any holder of Entity Interests wishing to
have the same purchased may be required to deliver such Entity
Interests during a specified period of time preceding such
purchase date to the Tender Agent, if one shall be appointed, or
to the Remarketing Agent appointed to reoffer such tendered
Entity Interests for sale.
40. The Company would be obligated to pay amounts equal to
the amounts to be paid to the Remarketing Agent or the Tender
Agent pursuant to the Entity Agreement for the purchase of Entity
Interests so tendered (on the dates such payments by the
Remarketing Agent or the Tender Agent are to be made), reduced by
the amount of any other moneys available therefor, including the
proceeds of the sale of such tendered Entity Interests by the
Remarketing Agent. Upon the delivery of such Entity Interests by
holders to the Remarketing Agent or the Tender Agent for
purchase, the Remarketing Agent would use its best efforts to
sell such Entity Interests at a price equal to the liquidation
amount of such Entity Interests.
41. The price, exclusive of accrued distributions, to be
paid to the Issuing Entity for each such series of Entity
Interests to be sold at competitive bidding will be within a
range (to be specified by the Company to prospective purchasers)
from 95% to 105% of the liquidation amount of such series of
Entity Interests.
Section E. Issuance and Sale of Preferred.
42. The Company expects that each series of the Preferred
will consist of shares of the Company's Preferred Stock,
Cumulative, $100 Par Value ("$100 Preferred"), or Cumulative $25
Par Value ("$25 Preferred), as currently authorized by the
Company's Restated Articles of Incorporation, as amended
("Articles"). In accordance with the Articles, the Company had
authorized and unissued at September 30, 1997, 2,195,000 shares
of $100 Preferred and 6,320,000 shares of $25 Preferred.
43. The price, exclusive of accumulated dividends, to be
paid to the Company for each series of Preferred will be
determined at the time of sale and will not be less than par on a
per share basis. With respect to any series of Preferred to be
sold at competitive bidding, the price to be paid to the Company
will be not less than $25 nor more than $25.70 per share in the
case of $25 Preferred Stock, and not less than $100 nor more than
$102.75 per share in the case of $100 Preferred Stock, in each
case plus accumulated dividends, if any. No series of Preferred
would be sold if the dividend rate thereon would exceed that
generally obtainable at the time of pricing for sales of
preferred stock of the same or reasonably similar par or stated
value, issued by companies of the same or reasonably comparable
credit quality and having similar terms, conditions and features,
and will not exceed a specified maximum rate that will be no
greater than 15% per annum.
44. The terms of one or more series of Preferred may
include provisions for redemption at various redemption prices,
may include restrictions on optional redemption for a given
number of years and may include provisions for purchases in lieu
of redemption. The Company may include for any series of
Preferred provisions for a sinking fund designed to redeem
annually, commencing a specified number of years after the first
day of the calendar month in which such series is issued, at the
par value per share of such series, plus accumulated dividends, a
number of shares equal to a given percentage of the total number
of shares up to a given percentage of the total number of shares
of such series. Any such sinking fund provisions would be
designed to redeem all outstanding shares of such series not
later than forty years after the date of original issuance
thereof.
45. For further information as to the terms of the
Preferred, including possible depositary arrangements, reference
is made to Exhibits A-6 through A-9.
Section F. General Matters Relating to Bonds, Debentures,
Entity Interests and Preferred
46. The Company anticipates that the issuance and sale of
each series of Bonds, Debentures, Entity Interests and/or
Preferred will be by means of competitive bidding, or negotiated
public offering or private placement with institutional investors
in order to secure the advantages of an advance marketing effort
and/or the best available terms.
47. Reference is made to Exhibits B-1, B-2, B-3, B-4, B-8,
B-9 and B-10 for information with respect to, among other things,
the procedures to be followed in connection with the issuance and
sale of Bonds, Debentures, Entity Interests and/or Preferred.
Sale(s) of Bonds, Debentures, Entity Interests and Preferred are
separate transactions not contingent upon one another.
48. The Company proposes to use the net proceeds derived
from the issuance and sale of Bonds, Debentures, Entity Interests
and/or Preferred for general corporate purposes, including, but
not limited to, the conduct of its business as an electric
utility, the repayment of outstanding securities when due and/or
the possible redemption, acquisition, or refunding of certain
outstanding securities prior to their stated maturity or due
date. The Company's request for authorization for such sales is
in part to provide the flexibility to permit a quick response to
changing market conditions if it becomes beneficial for the
Company to refinance, refund, or otherwise acquire outstanding
high cost securities. (See "Acquisition Program" below.)
49. The Mortgage and Articles include earnings coverage
tests for the issuance of additional Bonds and Preferred,
respectively. Reference is made to Exhibits I-1 and I-2 hereto
for information on the amounts of such securities currently
issuable based on such tests. The Company will not issue any
Bonds or Preferred unless all applicable relevant earnings
coverage tests are satisfied.
Section G. Issuance and Sale of Tax-Exempt Bonds and
Related Transactions
50. The Company also may seek to enter into arrangements
for the issuance of Tax-Exempt Bonds, and the Company proposes
from time to time through December 31, 2002 to enter into one or
more leases, subleases, installment sale agreements, refunding
agreements or other agreements and/or supplements and/or
amendments thereto (each and all of the foregoing being referred
to herein as the "Facilities Agreement"), or to enter into one or
more refunding agreements and possible supplements and/or
amendments thereto (collectively, the "Refunding Agreement") with
one or more issuing governmental authorities (each an "Issuer")
that will contemplate the issuance and sale by the Issuer(s) of
one or more series of Tax-Exempt Bonds in an aggregate principal
amount not to exceed $420 million pursuant to one or more trust
indentures and/or supplements thereto (individually and
collectively, the "Indenture") between the Issuer and one or more
trustees (individually and collectively, the "Trustee").
51. The proceeds of the sale of Tax-Exempt Bonds, net of
any underwriters' discounts or other expenses payable from
proceeds, will be applied to finance certain pollution control
facilities, including but not limited to sewage and/or solid
waste disposal facilities (referred to herein individually and
collectively as the "Facilities"), that have not heretofore been
the subject of such financing, or to refinance outstanding tax-
exempt bonds issued for that purpose. Pursuant to the terms of
each Facilities Agreement, the Company will agree to purchase,
acquire, construct and install the Facilities unless the
Facilities are already in operation. The Issuer will agree to
pay to the Company an amount equal to the lesser of (a) the total
amount of the proceeds from the sale of the Tax-Exempt Bonds or
(b) the total cost of the Facilities, in the case of Facilities
under construction. Pursuant to the provisions of the Facilities
Agreement and the Refunding Agreement, the Company will be
obligated to make payments sufficient to provide for payment by
the Issuer of the principal or redemption price of, premium (if
any) and interest on, and other amounts owing with respect to the
Tax-Exempt Bonds, together with related expenses. Such payments
will be paid by the Company directly to the Trustee under to the
Indenture. Under both the Facilities Agreement and the Refunding
Agreement, the Company may also be obligated to pay (i) the fees
and charges of the Trustee and any registrar or paying agent
under the Indenture, and the Remarketing Agent and the Tender
Agent, as hereinafter referred to, (ii) all expenses incurred by
the Issuer in connection with its rights and obligations under
the Facilities Agreement or Refunding Agreement, (iii) all
expenses necessarily incurred by the Issuer or the Trustee under
the Indenture in connection with the transfer or exchange of Tax-
Exempt Bonds, and (iv) certain other fees and expenses.
52. The Indenture may provide that, upon the occurrence of
certain events relating to the operation of the Facilities, a
series of Tax-Exempt Bonds will be redeemable by the Issuer at
the direction of the Company. Any series of Tax-Exempt Bonds may
be made subject to a mandatory cash sinking fund under which
certain principal amounts and/or specific portions of Tax-Exempt
Bonds of such series are to be retired at stated times, and may
be subject to mandatory redemption in certain other cases. The
payments by the Company under the Facilities Agreement in such
circumstances shall be sufficient (together with any other moneys
held by the Trustee under the Indenture and available therefor)
to pay the principal of all Tax-Exempt Bonds to be redeemed or
retired, the premium (if any) and interest accrued or to accrue
to the redemption date thereon.
53. Each series of Tax-Exempt Bonds will mature not earlier
than one year nor later than forty years from the date of
issuance. The Tax-Exempt Bonds may be subject to optional
redemption by the Issuer, at the direction of the Company, in
whole or in part at the redemption prices (expressed as
percentages of the principal amount thereof) plus accrued
interest to the redemption date, and at the times, as are set
forth in the Indenture.
54. The Facilities Agreement or the Refunding Agreement and
the Indenture may provide for a fixed and/or for an adjustable
interest rate for one or more series of Tax-Exempt Bonds. No
series of Tax-Exempt Bonds would be sold if the fixed interest
rate or initial adjustable interest rate thereon would exceed
market rates generally obtainable at the time of pricing for
sales of tax-exempt bonds having a reasonably similar maturity,
issued for the benefit of companies of a reasonably comparable
credit quality and having reasonably similar terms, conditions
and features. The initial interest rate for Tax-Exempt Bonds of
a series having an adjustable interest rate would be determined
in discussions between the Company and the purchasers of such
series and be based on the current tax-exempt market rates for
comparable bonds having a maturity comparable to the length of
the initial Rate Period (hereinafter referred to). For each Rate
Period thereafter, the interest rate on such Tax-Exempt Bonds
would be a rate which, when set, would be sufficient to remarket
the Tax-Exempt Bonds of such series at a price equal to their
principal amount. Such subsequent interest rates would not
exceed the lower of 13% per annum or rates generally obtainable
at the time of remarketing of tax-exempt bonds having the same or
reasonably similar maturities, issued for the benefit of
companies of reasonably comparable credit quality and having the
same or reasonably similar terms.
55. The term "Rate Period", as used herein, refers to a
period during which the interest rate on Tax-Exempt Bonds of a
particular series, while bearing an adjustable rate (or method of
determination of such interest rate), is fixed. The initial Rate
Period would commence on the date when interest begins to accrue
on the Tax-Exempt Bonds of such series. The length of each Rate
Period would be not less than one day nor more than thirty years.
56. The Facilities Agreement or Refunding Agreement and the
Indenture will provide that the holders of Tax-Exempt Bonds will
have the right to tender or be required to tender their Tax-
Exempt Bonds and have them purchased at a price equal to the
principal amount thereof, plus any accrued and unpaid interest
thereon, on dates specified in, or established in accordance
with, the Indenture. A Tender Agent may be appointed to
facilitate the tender of Tax-Exempt Bonds by holders. Any
holders of Tax-Exempt Bonds wishing to have such Tax-Exempt Bonds
purchased may be required to deliver the same during a specified
period of time preceding such purchase date to the Tender Agent,
if one shall be appointed, or to the Remarketing Agent appointed
to reoffer such tendered Tax-Exempt Bonds for sale.
57. Under the Facilities Agreement and the Refunding
Agreement , the Company will be obligated to pay amounts equal to
the amounts to be paid by the Remarketing Agent or the Tender
Agent for the purchase of Tax-Exempt Bonds so tendered, such
amounts to be paid by the Company on the dates when payments by
the Remarketing Agent or the Tender Agent are to be made;
provided, however, that the obligation of the Company to make any
such payment under the Facilities Agreement or Refunding
Agreement will be reduced by the amount of any other moneys
available therefor, including the proceeds of the sale of
tendered Tax-Exempt Bonds by the Remarketing Agent.
58. Upon the delivery of Tax-Exempt Bonds by holders to the
Remarketing Agent or the Tender Agent for purchase, the
Remarketing Agent will be obligated to use its best efforts to
sell such Tax-Exempt Bonds at a price equal to the principal
amount thereof.
59. In order to obtain a more favorable rating on any
series of Tax-Exempt Bonds, and thereby improve the marketability
thereof, the Company may arrange for one or more irrevocable
letter(s) of credit for an aggregate amount up to $455 million
from one or more banks (individually and collectively the "Bank")
in favor of the Trustee. In that event, payments with respect to
principal, premium, if any, interest and purchase obligations in
connection with such series of Tax-Exempt Bonds coming due during
the term of such letter of credit, which would not exceed fifteen
years, would be secured by, and payable from funds (if any) drawn
under, the letter of credit. To induce the Bank to issue such
letter of credit, the Company would enter into one or more
reimbursement agreements ("Reimbursement Agreement") with the
Bank pursuant to which the Company would agree to reimburse the
Bank for all amounts drawn under such letter of credit within a
specified period (not to exceed sixty months) after the date such
funds were drawn and with interest thereon at a rate that would
not exceed rates generally obtainable at the time of entering
into the Reimbursement Agreement by companies of reasonably
comparable credit quality on letters of credit having the same or
reasonably comparable terms and, in any event, not in excess of
the Bank's prime commercial lending rate plus 2%. The terms of
the Reimbursement Agreement would correspond to the terms in the
letter of credit.
60. It is anticipated that the Reimbursement Agreement
would require the payment in advance by the Company to the Bank
of letter of credit fees not to exceed $100,000 and annual fees
not to exceed 1-1/4% of the face amount of the letter of credit.
Any such letter of credit would expire or be terminable prior to
the maturity date of the series of Tax-Exempt Bonds that such
letter of credit supports and, in connection with such expiration
or termination, such series of Tax-Exempt Bonds could be made
subject to mandatory redemption or purchase on or prior to the
date of expiration or termination of such letter of credit,
subject to the rights of owners of Tax-Exempt Bonds of such
series not to have their Tax-Exempt Bonds redeemed or purchased.
Provision may be made, as to any such series of Tax-Exempt Bonds,
for extension of the term of such letter of credit or for the
replacement thereof, upon its expiration or termination, by
another letter of credit (having substantially the same terms as
the original letter of credit) from the Bank or another bank.
Such extended or replacement letters of credit would expire not
later than the final maturity date of the related Tax-Exempt
Bonds.
61. In order to secure the Company's obligations under the
Facilities Agreement and/or, in the event the Company enters into
a Reimbursement Agreement, under the Reimbursement Agreement, the
Company may grant to the Issuer, the Trustee and/or the Bank, a
lien, subordinate to the lien of the Mortgage on the Facilities
or other assets of the Company (the "Subordinate Lien").
62. In addition or as an alternative to the security
provided by a letter of credit or the Subordinate Lien, in order
to obtain a more favorable rating on one or more series of Tax-
Exempt Bonds and improve the marketability thereof, the Company
may provide (a) an insurance policy for the payment of the
principal of and/or interest and/or premium on one or more series
of Tax-Exempt Bonds, and/or (b) security for the holders of Tax-
Exempt Bonds and/or the Bank through the issuance and pledge of
one or more new series of Collateral Bonds. Premiums on such
insurance policies will not exceed premiums generally obtainable
at the time of entering into the insurance arrangements by
companies of comparable credit quality on insurance policies
having comparable terms. Collateral Bonds would be issued and
delivered to the Trustee under the Indenture and/or the Bank
and/or the Issuer to evidence, in part, and secure the Company's
obligations under the applicable Facilities Agreement and/or the
Company's obligations to reimburse the Bank under the
Reimbursement Agreement. The principal amount of and interest
rate borne by the Collateral Bonds could be determined in several
ways. First, if the series of Tax-Exempt Bonds bears a fixed
interest rate, Collateral Bonds could be issued in a principal
amount equal to the principal amount of such series and bear
interest at a rate equal to the rate of interest on such series.
Secondly, non-interest bearing Collateral Bonds could be issued
in a principal amount equivalent to the principal amount of such
series plus an amount equal to interest thereon for a specified
period. Thirdly, Collateral Bonds could be issued in a principal
amount equivalent to the principal amount of such series plus an
amount equal to interest on such series for a specified period,
but carry a fixed interest rate that would be lower than the
fixed interest rate on the series of Tax-Exempt Bonds. Fourthly,
Collateral Bonds could be issued in a principal amount equivalent
to the principal amount of the series of Tax-Exempt Bonds at an
adjustable rate of interest, varying with the rate of interest
born by such series of Tax-Exempt Bonds but having a "cap" (not
greater than 15%) above which the interest on Collateral Bonds
could not rise. For further information with respect to the
Facilities Agreement, the Refunding Agreement, the Reimbursement
Agreement, the proposed insurance arrangements and the Collateral
Bonds, reference is made to Exhibits A-3, A-5, B-5, B-6, B-11, B-
12, and B-13. The Company will not use a combination of letter
of credit, insurance arrangements, Collateral Bonds and/or
Subordinate Liens to secure any series of Tax-Exempt Bonds unless
the resulting effective interest cost savings on such series is
greater than the total cost of providing such additional
security.
63. Each series of the Collateral Bonds that bear interest
would bear interest at a fixed interest rate or initial
adjustable interest rate not to exceed 15%. The maximum
aggregate principal amount of the Collateral Bonds would be $455
million, which would be in addition to the aggregate limitation
on the Bonds and/or Debentures authorized in Sections B and C
above. The terms of the Collateral Bonds relating to maturity,
interest payment dates, if any, redemption provisions and
acceleration will correspond to the terms of the related Tax-
Exempt Bonds. The terms of each series of the Collateral Bonds
will not vary during the life of such series except for the
interest rate of any such series that bears interest at an
adjustable rate.
64. For further information with respect to the terms of
the Facilities Agreement, the Refunding Agreement and Indenture,
reference is made to Exhibits B-5, B-6 and B-11.
65. Each series of Tax-Exempt Bonds may be sold by the
Issuer pursuant to arrangements with an underwriter or a group of
underwriters or by private placement in a negotiated sale or
sales. While the Company may not be a party to the underwriting
or placement arrangements, such arrangements will assure that the
terms of each series of Tax-Exempt Bonds, and their sale by the
Issuer(s), are satisfactory to the Company, and the Company will
provide certain related representations and certain indemnities
for liabilities arising from material misstatements or omissions
in disclosures made by the Company in connection with the
issuance of Tax-Exempt Bonds. The Company anticipates that
interest payable on Tax-Exempt Bonds will not be includable in
the gross income of the holders thereof for certain state income
tax purposes and for federal income tax purposes under provisions
of the Internal Revenue Code of 1986, as amended, (except for
interest on any Tax-Exempt Bond during a period in which it is
held by a person who is a "substantial user" of the Facilities or
a "related person" within the meaning of Section 147(a) of such
Code). The interest rates on tax-exempt bonds have been, and are
expected to be, lower than the interest rates on bonds of similar
tenor, maturities and quality, on which interest is subject to
federal income tax.
Section H. Acquisition Program
66. The Company proposes to use other available funds, in
addition to or as an alternative for the proceeds from the sale
of Bonds, Debentures, Entity Interests, Preferred and/or Tax-
Exempt Bonds, to acquire by tender offer, open market or
negotiated purchases or otherwise, at any time or from time to
time during the period through December 31, 2002, in whole or in
part, prior to their respective maturities (subject to any
limitations or conditions on acquisition of particular series)
(i) one or more series of the Company's outstanding First
Mortgage Bonds, and/or Preferred and/or (ii) one or more series
of outstanding pollution control revenue bonds and industrial
development revenue bonds heretofore issued for the benefit of
the Company ("PCRBs") (all of the foregoing being herein referred
to as the "Outstanding Securities"; and such program being herein
referred to as the "New Acquisition Program").
67. The Company is currently precluded from redeeming
certain series of the Outstanding Securities due to refunding or
other redemption restrictions. Accordingly, the Company proposes
to repurchase for cash all or a portion of one or more such
series of Outstanding Securities through tender offers and/or
negotiated, open market or other forms of purchase, subject to
any limitations or conditions on the acquisition of particular
series. The Company may also choose to acquire Outstanding
Securities of series that are not subject to refunding or other
redemption limitations by means of tender offers and/or
negotiated, open market or other forms of purchases (subject to
any limitations or conditions on acquisition of particular
series) if such acquisitions are more beneficial to the Company
than redemption at the applicable redemption price. If any
Outstanding Securities are acquired by means of tender offer, the
Company may offer to acquire specified amounts of a particular
series or an entire series of such Outstanding Securities.
68. The Company will not use the proceeds from the sale of
Bonds, Debentures, Entity Interests, Preferred and/or Tax-Exempt
Bonds to enter into refinancing transactions unless (A) the
estimated present value savings derived from the net difference
between interest or dividend payments on a new issue of
comparable securities and those securities refunded is, on an
after-tax basis, greater than the present value of all
repurchasing, redemption, tendering and issuing costs, assuming
an appropriate discount rate, determined on the basis of the then
estimated after-tax cost of capital of Entergy and its
subsidiaries on a consolidated basis, or (B) the Company shall
have notified the Commission of the proposed refinancing
transaction (including the terms thereof) by post-effective
amendment hereto and shall have obtained appropriate supplemental
authorization from the Commission to consummate such transaction.
69. The authority sought hereby is in addition to any
acquisitions, retirements or redemptions that may be effected by
the Company pursuant to the exemptions set forth in Rule 42 under
the Holding Company Act or other rules or orders of the
Commission from time to time in effect.
Section I. Other
70. The proceeds to be received from the issuance and sale
of the Bonds, Debentures, Entity Interests, Preferred and Tax-
Exempt Bonds will not be used to invest directly or indirectly in
an exempt wholesale generator ("EWG") or foreign utility company
("FUCO"), as defined in Sections 32 or 33, respectively, of the
Holding Company Act. If the proceeds of such sales are used to
refund outstanding securities, any savings derived from the
refunding transaction will not be used to acquire or otherwise
invest in an EWG or FUCO. Information with respect to Entergy's
EWG investments will be supplied by amendment.
71. The proposed transactions are also subject to Rule 54.
In determining whether to approve the issue or sale of a security
by a registered holding company for purposes other than the
acquisition of an EWG or FUCO, or other transactions by such
registered holding company or its subsidiaries other than with
respect to EWGs or FUCOs, the Commission shall not consider the
effect of the capitalization or earnings of any subsidiary which
is an EWG or FUCO upon the registered holding company system if
Rules 53(a), (b) and (c) are satisfied. In that regard, assuming
consummation of the transactions proposed in this application,
all of the conditions set forth in Rule 53(a) are and will be
satisfied and none of the conditions set forth in Rule 53(b)
exists or, as a result thereof, will exist.
72. Rule 54, promulgated pursuant to Section 32(h)(4),
specifies that, in determining whether to approve any
transaction that does not relate to an EWG or FUCO, the
Commission shall not consider the effect of the
capitalization or earnings of any subsidiary which is an EWG
or FUCO upon the registered holding company system if Rule
53(a), (b) and (c) are satisfied.
Entergy currently satisfies each of the "safe harbor"
requirements of Rule 53(a), except clause (1), and none of
the circumstances described in Rule 53(b) has occurred or is
continuing. Entergy's "aggregate investment" (as defined in
Rule 53(a)(1)(i)) in all EWGs and FUCOs is currently equal to
50.8% of its "consolidated retained earnings" (as defined in
Rule 53(a)(1)(ii)) for the four quarters ended September 30,
1997. Entergy's "aggregate investment" in EWGs and FUCOs
exceeds the 50% "consolidated retained earnings" limitation
in Rule 53(a)(1) as a result of a decrease of approximately
$140 million in Entergy's consolidated retained earnings
from the quarter ended June 30, 1997 to the quarter ended
September 30, 1997. This decrease was attributable wholly
to the recording in July 1997 of a one-time "windfall
profits tax" imposed by the British government on London
Electricity plc ("London Electricity"), an indirect
subsidiary of Entergy and a FUCO, and other privatized
companies in the United Kingdom. The Company, individually,
and Entergy's domestic electric utility subsidiaries, as a
group, all contributed positive retained earnings growth to
Entergy.
The tax, which was approximately US$234 million for
London Electricity plc, was made payable in two
installments, the first of which was paid on December 1,
1997, and the second of which will be due on December 1,
1998. The first installment of the tax was paid by London
Electricity, without the need for any additional investment
by Entergy, and it is not anticipated that there will be a
need for any additional investment by Entergy to fund London
Electricity's payment of the second installment.
The Commission would have no basis for denying the
transactions proposed herein, even if it takes into account
the effect of the capitalization and earnings of EWGs and
FUCOs in which Entergy has invested. The proposed
transactions relate to financing by the Company of its
domestic utility operations, including the repayment of
certain maturing obligations and the acquisition of certain
outstanding securities. Further, the earnings of the
Company, which were not affected by the "windfall profits
tax" imposed on London Electricity, are adequate to service
the obligations represented by such securities. Finally, as
indicated above, Entergy anticipates the liability for
payment of the tax will be satisfied by London Electricity
without any additional investment by Entergy in London
Electricity being necessary.
Item 2. Fees, Commissions and Expenses.
The fees, commissions and expenses, other than those of
the underwriters, to be incurred in connection with the
issuance and sale of the Bonds and/or Debentures are not
expected to exceed the following:
Each
Initial Additional
Sale Sale
Registration Statement $183,000 $ --
Application-Declaration 2,000 --
*Rating Agencies' fees 25,000 25,000
*Trustees' fees 7,000 3,000
*Fees of Company's Counsel:
Monroe & Lemann 20,000 10,000
Reid & Priest LLP 45,000 30,000
*Fees of Entergy Services, Inc. 30,000 25,000
*Accountants' fees 18,000 12,00
*Printing and engraving costs 25,000 20,000
*Miscellaneous expenses (including
blue-sky expenses) 25,000 15,000
-------- --------
*Total Expenses $380,000 $140,000
======== ========
___________________
*Estimated
The fees, commissions and expenses, other than those of
the underwriters, to be incurred in connection with the
issuance and sale of the Preferred and/or Entity Interests
are not expected to exceed the following:
Each
Initial Additional
Sale Sale
Registration Statement $26,000 $ --
*Rating Agencies' fees 40,000 40,000
*Trustees' fees 25,000 10,000
*Fees of Company's Counsel:
Reid & Priest LLP 55,000 40,000
*Fees of Entergy Services, Inc. 50,000 40,000
*Accountants' fees 24,000 18,000
*Printing and engraving costs 40,000 40,000
*Miscellaneous expenses (including
blue-sky expenses) 70,000 37,000
-------- --------
*Total Expenses $330,000 $225,000
======== ========
___________________
*Estimated
The fees, commissions and expenses, other than those of
the underwriters, to be incurred in connection with the
issuance and sale of the Tax-Exempt Bonds (including
expenses related to the issuance and pledge of the
Collateral Bonds) are not expected to exceed the following:
Each
Initial Additional
Sale Sale
*Rating Agencies' fees $35,000 $35,000
*Trustees' fees 35,000 35,000
*Fees of Bond Counsel 30,000 20,000
*Fees of State Bond Counsel 30,000 20,000
*Fees of Company's Counsel:
Monroe & Lemann 35,000 25,000
Reid & Priest LLP 40,000 30,000
*Fees of Entergy Services, Inc. 30,000 20,000
*Accountants' fees 10,000 10,000
*Printing and engraving costs 20,000 20,000
*Miscellaneous expenses (including
blue-sky expenses) 25,000 25,000
-------- --------
*Total Expenses $290,000 $240,000
======== ========
___________________
*Estimated
The fees, commissions and expenses of the underwriters
expected to be incurred with respect to the Bonds,
Debentures, Entity Interests, Preferred or Tax-Exempt Bonds
will not exceed the lesser of 2% (or in the case of
Debentures issued under the Subordinated Debenture Indenture
or Entity Interests, 3.25%) of the principal amount of the
Bonds, Debentures, Entity Interests, Preferred or Tax-Exempt
Bonds, respectively, to be sold or those generally paid at
the time of pricing for sales of first mortgage bonds,
debentures, subsidiary interests, preferred or tax-exempt
bonds, respectively, having the same maturity, issued by
companies of comparable credit quality and having similar
terms, conditions and features.
Item 3. Applicable Statutory Provisions
Section A. Bonds, Debentures, Entity Interests and
Preferred
The Company believes that Sections 6(a) and 7 of the Holding
Company Act and Rules 23 and 24 thereunder apply to the
proposed issuance(s) and sale(s) of Bonds, Debentures,
Entity Interests, Entity Subordinated Debentures, Guaranty
and Preferred, and to the potential exchange of Entity
Interests for Entity Subordinated Debentures.
The Company believes that Sections 9(a), 10 and 12(b) of the
Holding Company Act and Rule 45 thereunder apply to the
formation of the Issuing Entity, the acquisition of either
general partnership interests (in the case of a limited
partnership) or voting interests (in the case of a business
trust) in the Issuing Entity, the Company's equity
contributions to the Issuing Entity, the Company's potential
acquisition of shares of the capital stock of the
Participating Subsidiary, the acquisition by the
Participating Subsidiary of voting interests in the Issuing
Entity, the Issuing Entity's acquisition of the Entity
Subordinated Debentures and the Guaranty.
Section B. Amendment of Articles
In the event the Company undertakes any amendment of the
Articles to create a new class of Preferred and a Proxy
solicitation relating thereto, it believes that Sections
6(a)(2), 7 and 12(e) of the Holding Company Act and Rules
23, 24, 62 and 65 thereunder would apply.
Section C. Tax-Exempt Financing
The Sections of the Holding Company Act and the rules
thereunder which the Company considers may be applicable to
the tax-exempt financing of the Facilities are set forth
below:
(i) Disposition of the Section 12(d) and Rule 44
Facilities
(ii) Reacquisition of Sections 9(a) and 10
the Facilities
(iii) Reimbursement Agreement Sections 6(a) and 7
(iv) Issuance and Pledge Sections 6(a) and 7
of Collateral Bonds
(v) Facilities Agreement or Sections 6(a) and 7
Refunding Agreement
Section D. Acquisition Program
The Company believes that Sections 9(a), 10 and 12(c) of the
Holding Company Act and amended Rule 42 thereunder apply to
the proposed acquisition of Outstanding Securities.
Pursuant to amended Rule 42, the Company may acquire, retire
or redeem any of the Outstanding Securities (other than
PCRBs) without prior Commission approval.
In the event that the Commission deems any other section of
the Holding Company Act or rule thereunder to be applicable
to the proposed transactions in Sections A, B, C and D
above, the Company requests that the Commission's order or
orders herein also be issued under and with respect to such
other section or rule.
Item 4. Regulatory Approval
No state regulatory body or agency and no federal commission
or agency other than this Commission has jurisdiction over
the transactions proposed herein.
Item 5. Procedure
1. The Company requests that the Commission's notice of
proposed transactions published pursuant to Rule 23(e) be
issued by November 7, 1997, or as soon thereafter as
practicable. The Company further requests that the
Commission's order authorizing the issuance and sale of
Bonds, Debentures, Entity Interests and Preferred, and the
acquisition of certain PCRBs for or on behalf of the
Company, as described in Item 1, be entered by December 31,
1997, or as soon thereafter as practicable. The Company
consents that the Commission's order authorizing the above
transactions may reserve jurisdiction over (i) the execution
and performance under any Reimbursement Agreement underlying
any Letter of Credit issued as security for the Company's
obligations in connection with the issuance and sale of Tax-
Exempt Bonds and (ii) the proposed amendment to the Articles
and solicitation of Proxy relating to such amendment, each
in connection with the creation of a new class of Preferred
(but not the existing authorized, unissued shares of
Preferred), pending completion of the record by the filing
of the documents relating thereto. Upon the completion of
each transaction involving the issuance and sale of Bonds,
Debentures, Entity Interests, Preferred and/or Tax-Exempt
Bonds, the Company shall file a Certificate pursuant to Rule
24 with copies of the executed documents relating thereto as
exhibits.
2. The Company hereby waives a recommended decision by a
hearing officer or any other responsible officer of the
Commission; agrees that the Staff of the Division of
Investment Management may assist in the preparation of the
Commission's decision; and requests that there be no waiting
periods between the issuance of the Commission's orders and
the dates on which they are to become effective.
Item 6. Exhibits and Financial Statements.
The exhibits below have been previously filed with the
Securities and Exchange Commission as the exhibits in the
file number indicated and are incorporated herein by
reference.
(a) Exhibits:
*A-1 Mortgage and Deed of Trust, dated as of April
1, 1944, as amended by fifty supplemental
indentures (filed, respectively, as the
exhibits and in the file numbers indicated: A-
1 in File No. 70-875 (Mortgage); A-2 in File
No. 70-1747 (First); A-1(c) in File No. 70-
2497 (Second); A-5 in File No. 70-3126
(Third); A-6 in File No. 70-3297 (Fourth); A-6
in File No. 70-3539 (Fifth); A-7 in File No.
70-3862 (Sixth); A-8 in File No. 70-4209
(Seventh); A-2 in File No. 70-4350 (Eighth); A-
2 in File No. 70-4439 (Ninth); A-2 in File No.
70-4512 (Tenth);A-2 in File No.70-4585
(Eleventh); A-2 in File No. 70-4700 (Twelfth);
A-2 in File No. 70-4793 (Thirteenth); A-2 in
File No. 70-4921 (Fourteenth); A-2 in File No.
70-4982 (Fifteenth); A-2 in File No. 70-5122
(Sixteenth); A-2(a) in File No. 70-5242
(Seventeenth); A-2 in File No. 70-5330
(Eighteenth); A-2 in File No. 70-5449
(Ninteenth); A-2 in File No. 70-5550-
(Twentieth); A-6 in File No. 70-5598 (Twenty-
first); A-2 in File No. 70-5711 (Twenty-
second); A-2 in File No. (Twenty-third); C-1
to Rule 24 Certificate in File No. 70-6102
(Twenty-fourth); C-1 to Rule 24 Certificate in
File No. 70-6169 (Twenty-fifth); C-1 to Rule
24 Certificate in File No. 70-6278 (Twenty-
sixth); C-1 to Rule 24 Certificate in File No.
70-6355 (Twenty-seventh); C-1 to Rule 24
Certificate in File No. 70-6508 (Twenty-
eighth); C-1 to Rule 24 Certificate in File
No. 70-6556 (Twenty-ninth); C-1 to Rule 24
Certificate dated December1, 1981, in File No.
70-6635 (Thirtieth); C-1 to Rule 24
Certificate dated March 1, 1983, in File No.
70-6834 (Thirty-first); C-1 to Rule 24
Certificate dated September 1, 1983, in File
No. 70-6886 (Thirty-second); C-1 to Rule 24
Certificate dated August 30,1984, in File No.
70-6993 (Thirty-third); C-2 to Rule 24
Certificate dated November 7, 1984, in File
No. 70-6993 (Thirty-fourth); C-3 to Rule 24
Certificate dated December 19, 1984, in File
No. 70-6993 (Thirty-fifth); A-2(a) to Rule 24
Certificate, in File No. 70-7166 (Thirty-
sixth); A-2(a) in File No. 70-7226 (Thirty-
seventh); C-1 to Rule 24 Certificate in File
No.70-7270 (Thirty-eighth); 4(a) to Quarterly
Report on Form 10-Q for the Quarter ended June
30, 1988 in File No. 1-8474 (Thirty-ninth); A-
2 to Rule 24 Certificate dated December 23,
1988, in File No. 70-7553 (Fortieth); A-2(d)
to Rule 24 Certificate datedApril12, 1990, in
File No. 70-7553 (Forty-first); A-3(a) to Rule
24 Certificate dated August 9, 1991, in File
No. 70-7822 (Forty-second); A-3(b) to Rule 24
Certificate dated April 23, 1992, in File No.
70-7822 (Forty-third); A-2(b) to Rule 24
Certificate dated July30, 1992, in File No. 70-
7822 (Forty-fourth); A-3(c) to Rule 24
Certificate dated December 23, 1992, in File
No. 70-7822 (Forty-fifth); A-2(c) to Rule 24
Certificate dated April 7, 1993, in File No.
70-7822 (Forty-sixth); A-3(d) to Rule 24
Certificate dated June4, 1993, in File No. 70-
7822 (Forty-seventh); A-3(e) to Rule 24
Certificate dated December 21, 1993, in File
No. 70-7822 (Forty-eighth); A-3(e) to Rule 24
Certificate dated August 1, 1994, in File No.
70-7822 (Forty-ninth); A-4(c) to Rule 24
Certificate dated September 1994 in File No.
70-7653 (Fiftieth); A-2(a) to Rule 24
Certificate dated April 4, 1996 in File No. 70-
8487 (Fifty-first).
*A-2 Proposed form(s) of additional Supplemental
Indenture(s) relating to the Bonds (Exhibit A-
2 to File No. 70-8487).
*A-3 Proposed form(s) of additional Supplemental
Indenture(s) relating to the Collateral Bonds
(Exhibit A-3 to File No. 70-8487).
*A-4 Proposed form(s) of Bond (Exhibit A-4 to File
No. 70-8487).
*A-5 Proposed form(s) of Collateral Bond (Exhibit A-
5 to File No. 70-8487).
*A-6 Restated Articles of Incorporation, as amended
through April 26, 1996 (Exhibit 3(c) to Form
10-Q for the quarter ended March 31, 1996 in
File No. 1-8474).
*A-7 By-laws, as presently in effect (Exhibit A-4
in File No. 70-6962).
**A-8 Proposed form(s) of Preferred Certificate
relating to fixed dividend rate stock.
**A-9 Proposed form(s) of Preferred Certificate
relating to adjustable dividend rate stock.
*A-10 Proposed form(s) of Debenture Indenture
(Exhibit A-10 to File No. 70-8487).
*A-11 Proposed form(s) of Debenture (Exhibit A-11 to
File No. 70-8487).
*A-12 Proposed form(s) of Subordinated Debenture
Indenture (Exhibit A-12 to File No. 70-8487).
*A-13 Proposed form(s) of Subordinated Debenture
(Exhibit A-13 to File No. 70-8487).
*A-14 Proposed form(s) of Entity Subordinated
Debenture Indenture (Exhibit A-14 to File No.
70-8487).
*A-15 Proposed form(s) of Entity Subordinated
Debenture (Exhibit A-15 to File No. 70-8487).
*A-16 Proposed form(s) of Entity Agreement of the
Issuing Entity, including the proposed form(s)
of Entity Interests (Exhibit 4.11 to
Registration Statement No. 333-03567).
*A-17 Proposed form(s) of Guaranty (if
applicable)(Exhibit 4.13 to Registration
Statement No. 333-03567).
*B-1 Proposed form of letter to prospective
purchasers relating to proposals for the
purchase of Bonds (Exhibit B-1 to File No. 70-
8487).
*B-2 Proposed form(s) of agreement for sale(s) of
Bonds (Exhibit B-2 to File No. 70-8487).
*B-3 Proposed form of letter to prospective
purchasers relating to proposals for the
purchase of Preferred (Exhibit B-3 to File No.
70-8487).
**B-4 Proposed form(s) of agreement for sale(s) of
Preferred.
*B-5 Proposed form(s) of Indenture (Exhibit B-5 to
File No. 70-8487).
*B-6 Proposed form(s) of Facilities Agreement
(Exhibit B-6 to File No. 70-8487).
*B-7 Proposed form(s), if any, of Second Mortgage
(Exhibit B-7 to File No. 70-8487).
*B-8 Proposed form of letter to prospective
purchasers relating to proposals for the
purchase of Debentures (Exhibit B-8 to File
No. 70-8487).
*B-9 Proposed form(s) of agreement for sale(s) of
Debentures (Exhibit B-9 to File No. 70-8487).
*B-10 Proposed form(s) of agreement for sale(s) of
Entity Interests (Exhibit 1.02 to Registration
Statement No. 333-03567).
*B-11 Proposed form(s) of Refunding Agreement
(Exhibit B-12 to File No. 70-8487).
**B-12 Proposed form(s) of Reimbursement Agreement.
**B-13 Proposed form(s) of insurance policy and
provisions relating to bond insurance.
*C-1 Registration Statement No. 33-39221 relating
to Preferred (filed in Registration No. 33-
39221).
*C-2 Registration Statement No. 33-46085 relating
to Bonds (filed in Registration No. 33-46085).
*C-3 Registration Statement No. 33-50937 relating
to Bonds and Preferred (filed in Registration
Statement No. 33-50937).
*C-4 Registration Statement No. 333-00105 relating
to Debentures (filed in Registration No. 333-
00105).
*C-5 Registration Statement No. 333-03567 relating
to Subordinated Debentures, Entity
Subordinated Debentures and Entity Interests
(filed in Registration No. 333-03567).
D Inapplicable.
E Inapplicable.
F-1 Opinion of Denise C. Redmann, Senior Attorney,
Corporate and Securities, of Entergy Services,
Inc.
F-2 Opinion(s) of Reid & Priest LLP.
G Plan of Financing for the Company and
Financial Data Schedules.
H Suggested form of notice of proposed
transactions for publication in the Federal
Register.
**I-1 Preliminary computations of pro forma earnings
coverage required for the issuance of Bonds
under the Mortgage.
**I-2 Preliminary computations of pro forma earnings
coverage required for the issuance of $100
Preferred under the Articles.
_________________________
* Incorporated herein by reference as indicated.
** To be filed by amendment.
Section B. Financial Statements
Financial Statements of the Company as of September 30, 1997
(reference is made to Exhibit G hereto).
Financial Statements of Entergy Corporation and
subsidiaries, consolidated, as of September 30, 1997.
(reference is made to Exhibit G hereto).
Notes to financial statements of the Company and Entergy
Corporation and subsidiaries included in the Annual Report
on Form 10-K for the fiscal year ended December 31, 1996 and
the Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 1997, June 30, 1997 and September 30, 1997
(filed in File No. 0-320 and incorporated by reference).
Except as reflected in the Financial Statements, no material
changes not in the ordinary course of business have taken
place since September 30, 1997.
Reference is made to Exhibit G hereto for a statement of (i)
the approximate amounts, before and after giving effect to
the proposed transactions, of unfunded bondable property of
the Company available for the issuance of Bonds and (ii) the
proposed accounting treatment of the transactions herein
contemplated.
Item 7. Information as to Environmental Effects
(a) As stated in Item 5, the Company would appreciate
receiving the order of the Commission in this File
authorizing the transactions proposed herein by December 31,
1997. As more fully described in Item 1, the proposed
transactions subject to the jurisdiction of the Commission
relate only to the financing activities of the Company and
do not involve a major federal action having a significant
impact on the human environment.
(b) Not applicable.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned company has duly
caused this Amendment No. 1 to the Application-Declaration to be
signed on its behalf by the undersigned thereunto duly
authorized.
ENTERGY LOUISIANA, INC.
By: /s/ William J. Regan, Jr.
William J. Regan, Jr.
Vice President and Treasurer
Dated: December 10, 1997
Exhibit F-1
New Orleans, Louisiana
December 10, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Referring to the Application-Declaration on Form U-
1, as amended (File No. 70-9141) (hereinafter referred to as
the "Application-Declaration"), filed with the Securities
and Exchange Commission under the Public Utility Holding
Company Act of 1935, as amended ("Act"), by Entergy
Louisiana, Inc. ("Company") contemplating, among other
things, (A) the issuance and sale by the Company of not to
exceed $600,000,000 in aggregate principal amount of (1) its
first mortgage bonds ("Bonds") under a Mortgage and Deed of
Trust, dated as of April 1, 1944 ("Mortgage"), as amended
and supplemented, including one or more Supplemental
Indentures thereto under which the Bonds are to be issued,
and/or (2) its Debentures ("Debentures") under a Debenture
Indenture or a Subordinated Debenture Indenture, and/or (B)
the issuance and sale by the Company, (1) through one or
more special purpose subsidiaries of the Company, of one or
more series of preferred securities of such subsidiary
having a stated liquidation preference ("Entity Interests"),
where the issuance shall involve the issuance of one or more
series of the Company's junior subordinated debentures
("Entity Subordinated Debentures") under an Entity
Subordinated Debenture Indenture to such special purpose
subsidiaries, each series of such Entity Subordinated
Debentures to be in an amount not to exceed the amount of
the respective series of Entity Interests plus an equity
contribution by the Company (the Entity Subordinated
Debentures issued to evidence such Entity Interests and such
equity contribution not to be included in the above-
referenced aggregate amount of $600,000,000), and where the
payment of distributions and the amounts due upon
liquidation of such entity or redemption of the Entity
Interests may be guaranteed by the Company, and/or (2) of
one or more new series of the Company's Preferred Stock
("Preferred Stock") (such Entity Interest and Preferred
Stock to be issued in a combined aggregate stated amount not
to exceed $260,000,000), and/or (C) the entering into
arrangements for the issuance and sale of tax-exempt revenue
bonds ("Tax-Exempt Bonds") in an aggregate principal amount
not to exceed $420,000,000, including the possible issuance
and pledge of one or more new series of the Company's first
mortgage bonds ("Collateral Bonds") in an aggregate
principal amount not to exceed $455,000,000 as security for
the Tax-Exempt Bonds (where such amount is not to be
included in the amount of Bonds in (A)(1) above), and/or (D)
the proposed acquisition by the Company of all or a portion
of certain series of the Company's outstanding First
Mortgage Bonds and Preferred Stock and certain series of
outstanding Pollution Control Revenue Bonds and Industrial
Development Revenue Bonds issued for the Company's benefit
("Outstanding Securities"), all as more fully described in
said Application-Declaration, we advise as follows:
1. The Company is a corporation validly organized and
existing under the laws of the State of Louisiana.
2. All action necessary to make valid the
participation by the Company in the proposed transactions
described in (A), (B), (C) and (D) above will have been
taken when:
(a) the Application-Declaration shall have
been granted and permitted to become effective in
accordance with the applicable provisions of the Public
Utility Holding Company Act of 1935, as amended;
(b) appropriate final action shall have been
taken by the Board of Directors and/or an Authorized
Officer of the Company with respect to the proposed
transactions;
(c) the Supplemental Indentures, the Debenture
Indenture, the Subordinated Debenture Indenture, the
Facilities Agreement, the Refunding Agreement and each of
the other agreements referred to in the Application-
Declaration related to said proposed transactions shall
have been duly executed and delivered by each of the
proposed parties thereto; and
(d) the Bonds, Debentures, Preferred Stock,
Entity Subordinated Debentures and/or Tax-Exempt Bonds
(including, if applicable, Collateral Bonds) shall have
been appropriately issued and delivered for the
consideration contemplated.
3. When the foregoing steps shall have been taken and
in the event said proposed transactions are otherwise
consummated (i) in accordance with the Application-
Declaration and the related order or orders of the
Commission, (ii) within the limits specified in the
Company's Mortgage, as amended and supplemented and as
proposed to be further supplemented, and the Company's
Restated Articles of Incorporation, as amended and as
proposed to be further amended and (iii) in accordance with
appropriate resolutions of the Board of Directors and
certificates of Authorized Officer(s) of the Company:
(a) all state laws which relate or are
applicable to the participation by the Company in the
proposed transactions described in (A), (B), (C) and (D)
above (other than so-called "blue-sky" laws or similar
laws, upon which we do not pass herein) will have been
complied with;
(b) the Bonds, Debentures, Entity Subordinated
Debentures and/or the Collateral Bonds will be valid and
binding obligations of the Company in accordance with
their terms, except as limited by bankruptcy, insolvency,
reorganization or other similar laws affecting
enforcement of mortgagees' and other creditors' rights;
(c) the Preferred Stock will be validly
issued, fully paid and non-assessable, and the holders
thereof will be entitled to the rights and privileges
appertaing thereto set forth in the Company's Restated
Articles of Incorporation, as amended and as they are
proposed to be further amended;
(d) the Company will have legally acquired any
Outstanding Securities being acquired; and
(e) the consummation of the proposed
transactions by the Company will not violate the legal
rights of the holders of any securities issued by the
Company or any associate company thereof.
I am a member of the Louisiana Bar and do not hold
myself out as an expert on the law of any other state.
I hereby consent to the reliance by Reid & Priest LLP
on this opinion in rendering their opinion to you of even
date herewith and to the use of this opinion as an exhibit
to the Application-Declaration.
Very truly yours,
/s/ Denise C. Redmann
_______________________
Denise C. Redmann
Senior Attorney - Corporate
and Securities
Entergy Services, Inc.
Exhibit F-2
New York, New York
December 10, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Referring to the Application-Declaration on Form
U-1, as amended (File No. 70-9141) (hereinafter referred to
as the "Application-Declaration"), filed with the
Securities and Exchange Commission under the Public Utility
Holding Company Act of 1935, as amended ("Act"), by Entergy
Louisiana, Inc. ("Company") contemplating, among other
things, (A) the issuance and sale by the Company of not to
exceed $600,000,000 in aggregate principal amount of (1)
its first mortgage bonds ("Bonds") under a Mortgage and
Deed of Trust, dated as of April 1, 1944 ("Mortgage"), as
amended and supplemented, including one or more
Supplemental Indentures thereto under which the Bonds are
to be issued, and/or (2) its Debentures ("Debentures")
under a Debenture Indenture or a Subordinated Debenture
Indenture, and/or (B) the issuance and sale by the Company,
(1) through one or more special purpose subsidiaries of the
Company, of one or more series of preferred securities of
such subsidiary having a stated liquidation preference
("Entity Interests"), where the issuance shall involve the
issuance of one or more series of the Company's junior
subordinated debentures ("Entity Subordinated Debentures")
under an Entity Subordinated Debenture Indenture to such
special purpose subsidiaries, each series of such Entity
Subordinated Debentures to be in an amount not to exceed
the amount of the respective series of Entity Interests
plus an equity contribution by the Company (the Entity
Subordinated Debentures issued to evidence such Entity
Interests and such equity contribution not to be included
in the above-referenced aggregate amount of $600,000,000),
and where the payment of distributions and the amounts due
upon liquidation of such entity or redemption of the Entity
Interests may be guaranteed by the Company, and/or (2) of
one or more new series of the Company's Preferred Stock
("Preferred Stock") (such Entity Interest and Preferred
Stock to be issued in a combined aggregate stated amount
not to exceed $260,000,000), and/or (C) the entering into
arrangements for the issuance and sale of tax-exempt
revenue bonds ("Tax-Exempt Bonds") in an aggregate
principal amount not to exceed $420,000,000, including the
possible issuance and pledge of one or more new series of
the Company's first mortgage bonds ("Collateral Bonds") in
an aggregate principal amount not to exceed $455,000,000 as
security for the Tax-Exempt Bonds (where such amount is not
to be included in the amount of Bonds in (A)(1) above),
and/or (D) the proposed acquisition by the Company of all
or a portion of certain series of the Company's outstanding
First Mortgage Bonds and Preferred Stock and certain series
of outstanding Pollution Control Revenue Bonds and
Industrial Development Revenue Bonds issued for the
Company's benefit ("Outstanding Securities"), all as more
fully described in said Application-Declaration, we advise
as follows:
I. The Company is a corporation
validly organized and existing under the
laws of the State of Louisiana.
2. All action necessary to make valid
the participation by the Company in the
proposed transactions described in (A), (B),
(C) and (D) above will have been taken when:
(a) the Application-
Declaration shall have been granted and
permitted to become effective in
accordance with the applicable
provisions of the Act;
(b) appropriate final action
shall have been taken by the Board of
Directors and/or an Authorized Officer
of the Company with respect to the
proposed transactions;
(c) the Supplemental
Indentures, the Debenture Indenture,
the Subordinated Debenture Indenture,
the Facilities Agreement, the Refunding
Agreement and each of the other
agreements referred to in the
Application-Declaration related to said
proposed transactions shall have been
duly executed and delivered by each of
the proposed parties thereto; and
(d) the Bonds, Debentures,
Preferred Stock, Entity Subordinated
Debentures and/or Tax-Exempt Bonds
(including, if applicable, Collateral
Bonds) shall have been appropriately
issued and delivered for the
consideration contemplated.
3. When the foregoing steps shall
have been taken and in the event said
proposed transactions are otherwise
consummated (i) in accordance with the
Application-Declaration and the related
order or orders of the Commission, (ii)
within the limits specified in the Mortgage,
as amended and supplemented and as proposed
to be further supplemented, and the
Company's Restated Articles of
Incorporation, as amended and as proposed to
be further amended, and (iii) in accordance
with appropriate resolutions of the Board of
Directors and certificates of Authorized
Officer(s) of the Company:
(a) all state laws which
relate or are applicable to the
participation by the Company in the
proposed transactions described in (A),
(B), (C) and (D) above (other than so-
called "blue-sky" laws or similar laws,
with respect to which we express no
opinion herein) will have been complied
with;
(b) the Bonds, Debentures,
Entity Subordinated Debentures and/or
Collateral Bonds will be valid and
binding obligations of the Company in
accordance with their terms, except as
limited by bankruptcy, insolvency,
reorganization or other similar laws
affecting enforcement of mortgagees'
and other creditors' rights;
(c) the Preferred Stock will
be validly issued, fully paid and non-
assessable, and the holders thereof
will be entitled to the rights and
privileges appertaining thereto set
forth in the Company's Restated
Articles of Incorporation, as amended
and as they are proposed to be further
amended;
(d) the Company will have
legally acquired any Outstanding
Securities being acquired; and
(e) the consummation of the
proposed transactions by the Company
will not violate the legal rights of
the holders of any securities issued by
the Company or any associate company
thereof.
We are members of the New York Bar and do not
hold ourselves out as experts on the laws of any other
state. In giving this opinion, we have relied, as to all
matters governed by the laws of the State of Louisiana,
upon an opinion of even date herewith addressed to you by
Laurence M. Hamric, General Attorney - Corporate and
Securities of Entergy Services, Inc. or Denise C. Redmann,
Senior Attorney, Corporate and Securities of Entergy
Services, Inc., which is to be filed as an exhibit to the
Application-Declaration.
We hereby consent to the use of this opinion as
an exhibit to the Application-Declaration.
Very truly yours,
/s/ Reid & Priest LLP
REID & PRIEST LLP
EXHIBIT H
Form of Notice of Proposed Transactions
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- ; 70- )
Filings Under the Public Utility Holding Company Act of 1935
("Act")
ENTERGY LOUISIANA, INC. ("COMPANY")
NOTICE OF PROPOSAL TO ISSUE AND SELL UP TO (i) $600 MILLION OF
THE COMPANY'S FIRST MORTGAGE BONDS ("BONDS") AND/OR THE COMPANY'S
DEBENTURES ("DEBENTURES"); (ii) $260 MILLION OF (a) PREFERRED
SECURITIES OF A SUBSIDIARY OF THE COMPANY ("ENTITY INTERESTS")
AND/OR (b) THE COMPANY'S PREFERRED STOCK; (iii) $420 MILLION OF
TAX-EXEMPT BONDS TO BE ISSUED BY THE APPROPRIATE GOVERNMENTAL
AUTHORITY, INCLUDING THE PLEDGE OF THE COMPANY'S BONDS UP TO $455
MILLION AS SECURITY; AND (iv) TO ACQUIRE CERTAIN OUTSTANDING
SECURITIES
, 1997
Notice is hereby given that the following filing(s) has/have
been made with the Commission pursuant to provisions of the Act
and rules promulgated thereunder. All interested persons are
referred to the application(s) and/or declaration(s) for complete
statements of the proposed transaction(s) summarized below. The
application(s) and/or declaration(s) and any amendments thereto
is/are available for public inspection through the Commission's
Office of Public Reference.
Interested persons wishing to comment or request a hearing
on the application(s) and/or declaration(s) should submit their
views in writing by ______________, 1997 to the Secretary,
Securities and Exchange Commission, Washington, D.C. 20549, and
serve a copy on the relevant applicant(s) and/or declarant(s) at
the address(es) specified below. Proof of service (by affidavit
or, in case of an attorney at law, by certificate) should be
filed with the request. Any request for hearing shall identify
specifically the issues of fact or law that are disputed. A
person who so requests will be notified of any hearing, if
ordered, and will receive a copy of any notice or order issued in
the matter. After said date, the application(s) and/or
declaration(s), as filed or as amended, may be granted and/or
permitted to become effective.
Entergy Louisiana, Inc. (70- )
Entergy Louisiana, Inc. ("Entergy Louisiana"), 639 Loyola
Avenue, New Orleans, Louisiana 70113, an electric utility
subsidiary of Entergy Corporation, a registered holding company,
has filed an application-declaration pursuant to Sections 6(a),
7, 9(a), 10, 12(b), 12(c), 12(d) and 12(e) of the Act and Rules
23, 24, 42, 44, 62 and 65 thereunder.
Entergy Louisiana seeks authorization to issue and sell not
more than $600,000,000 principal amount of (a) its first mortgage
bonds ("Bonds") and (b) its debentures ("Debentures"), issued in
one or more new series from time to time no later than December
31, 2002. Each series of Bonds and/or each series of Debentures
will be sold at such price, will bear interest at such rate,
either fixed or adjustable, and will mature on such date as will
be determined at the time of sale. One or more series of Bonds
and/or Debentures may include provisions for redemption or
retirement prior to maturity, including restrictions on optional
redemption for a given number of years.
Entergy Louisiana further proposes to issue and sell, from
time to time not later than December 31, 2002, (a) one or more
new series of the preferred securities of a subsidiary of Entergy
Louisiana ("Entity Interests") and (b) one or more new series of
its preferred stock (the "Preferred"), in a combined aggregate
amount of not to exceed $260,000,000. Each series of Entity
Interests will have a stated per share liquidation preference and
will be sold at such price and will be entitled to receive
distributions at such rate, either fixed or adjustable, on such
periodic basis as will be determined, along with the maturity, at
the time of sale. One or more series of Entity Interests may
include provisions for redemption or retirement prior to
maturity, including restrictions on optional redemption for a
given number of years. The price, exclusive of accumulated
dividends, and the dividend rate for each series of Preferred
will be determined at the time of sale. Entergy Louisiana may
determine that the terms of the Preferred should provide for an
adjustable dividend rate thereon to be determined on a periodic
basis, subject to specified maximum and minimum rates, rather
than a fixed dividend rate. The terms of one or more series of
the Preferred may include provisions for redemption, including
restrictions on optional redemption, and/or a sinking fund
designed to redeem all outstanding shares of such series not
later than forty years after the date of original issuance.
Entergy Louisiana may determine to amend its Restated
Articles of Incorporation, as amended ("Articles"), to establish
a new class of preferred stock having no par value or a nominal
par value. It is expected that such class would rank pari passu
with Entergy Louisiana's existing class of preferred stock and
would be identical with such class, except as to par value,
variations among series, and voting entitlement in certain cases.
In connection with any such amendment to the Articles, certain
other amendments to the Articles unrelated to the new class of
preferred stock, including, but not limited to, an amendment to
increase the number of authorized shares of Entergy Louisiana's
existing class of preferred stock and/or amendments to clarify
certain provisions with respect to issuance of preferred stock
with market based dividend rates and varying dividend payment
periods, may also be adopted. Approval of outstanding
stockholders of Entergy Louisiana would be required to effect
such an amendment to the Articles. In connection with such an
amendment, Entergy Louisiana would thus solicit proxies from
holders of its outstanding Preferred and seek the consent of
Entergy Corporation, the sole holder of its common stock.
Entergy Louisiana proposes to use the net proceeds derived
from the issuance and sale of the Bonds and/or the Debentures
and/or the Entity Interests and/or the Preferred for general
corporate purposes, including, but not limited to, the possible
acquisition of certain outstanding securities.
Entergy Louisiana states that it presently contemplates
selling the Bonds, the Debentures, the Entity Interests and the
Preferred either by competitive bidding, negotiated public
offering or private placement.
Entergy Louisiana also proposes to enter into arrangements
to finance on a tax-exempt basis certain solid waste, sewage
disposal and/or pollution control facilities ("Facilities").
Entergy Louisiana proposes, from time to time through December
31, 2002, to enter into one or more leases, subleases,
installment sale agreements, refunding agreements or other
agreements and/or supplements and/or amendments thereto (each and
all of the foregoing being referred to herein as the "Agreement")
with one or more issuing governmental authorities (individually
and collectively being referred to herein as the "Authority"),
pursuant to which the Authority may issue one or more series of
tax-exempt revenue bonds ("Tax-Exempt Bonds") in an aggregate
principal amount not to exceed $420,000,000. The net proceeds
from the sale of Tax-Exempt Bonds will be deposited by the
Authority with the trustee ("Trustee") under one or more
indentures ("Indenture") and will be applied by the Trustee to
reimburse the Company for, or to permanently finance on a
tax-exempt basis, the costs of the acquisition, construction,
installation or equipping of the Facilities.
Entergy Louisiana further proposes, under the Agreement, to
purchase, acquire, construct and install the Facilities unless
the Facilities are already in operation. Pursuant to the
Agreement, Entergy Louisiana will be obligated to make payments
sufficient to pay the principal or redemption price of, the
premium, if any, and the interest on Tax-Exempt Bonds as the same
become due and payable. Under the Agreement, Entergy Louisiana
will also be obligated to pay certain fees incurred in the
transactions.
The price to be paid to the Authority for each series of
Tax-Exempt Bonds and the interest rate applicable thereto will be
determined at the time of sale. The Agreement and the Indenture
will provide for either a fixed interest rate or an adjustable
interest rate for each series of the Tax-Exempt Bonds. Each
series may be subject to optional and mandatory redemption and/or
a mandatory cash sinking fund under which stated portions of such
series would be retired at stated times.
In order to obtain a more favorable rating and thereby
improve the marketability of the Tax-Exempt Bonds, Entergy
Louisiana may (1) arrange for one or more letters of credit from
one or more banks (collectively, "Bank") in favor of the Trustee
(in connection therewith, Entergy Louisiana may enter into a
Reimbursement Agreement pursuant to which Entergy Louisiana would
agree to reimburse the Bank for amounts drawn under the letters
of credit and to pay commitment and/or letter of credit fees),
(2) provide an insurance policy for the payment of the principal,
premium, if any, interest and purchase obligations in connection
with one or more series of Tax-Exempt Bonds, or (3) obtain
authentication of one or more new series of Bonds ("Collateral
Bonds") to be issued under Entergy Louisiana's First Mortgage on
the basis of unfunded net property additions and/or previously
retired First Mortgage Bonds and delivered and pledged to the
Trustee and/or the Bank to evidence and secure Entergy
Louisiana's obligations under the Agreement and/or the
Reimbursement Agreement. In addition, Entergy Louisiana may
grant to the Authority, the Bank or the Trustee a lien,
subordinate to the liens of Entergy Louisiana's First Mortgage,
on the Facilities.
Entergy Louisiana also proposes to acquire, through tender
offers or otherwise, certain of its outstanding securities,
including its outstanding first mortgage bonds, its outstanding
preferred stock and/or outstanding pollution control revenue
bonds and industrial development revenue bonds issued for Entergy
Louisiana's benefit, at any time, prior to December 31, 2002.
For the Commission, by the Division of Investment
Management, pursuant to delegated authority.
Jonathan G. Katz
Secretary
ENTERGY LOUISIANA, INC.
JOURNAL ENTRIES
(In Thousands)
Entry No. 1
Cash $ 1,008,180
Unamortized Debt Expense 11,820
First Mortgage Bonds $600,000
Tax-Exempt Bonds 420,000
To record the sale of $600 million of First Mortgage Bonds and $420
million of Tax-Exempt Bonds
Entry No. 2
Interest on Long-Term Debt $ 72,750
Cash $ 72,750
To record an increase in annual interest expense for new First Mortgage
Bonds (assuming 7.75% interest rate) and Tax-Exempt Bonds (assuming 6.25%
interest rate
Entry No. 3
First Mortgage Bonds $ 601,521
Tax-Exempt Bonds 378,241
Unamortized Loss on Reacquired Debt 40,547
Unamortized Premium - Long-Term Debt 106
Unamortized Gain on Reacquired Debt 882
Unamortized Debt Expense $ 8,213
Unamortized Discount - Long-Term Debt 4,669
Cash 1,008,415
To record the acquisition of various series of First Mortgage Bonds and
Tax-Exempt Bonds
Entry No. 4
Cash $ 75,343
Interest on Long-Term Debt $ 75,343
To record the decrease in interest expense due to the acquisition of various
series of First Mortgage Bonds and Tax Exempt Bonds
Entry No. 5
Income Taxes $ 998
Cash $ 998
To record the increase in income taxes due to the reduced interest expense in
connection with this filing
Entry No. 6
Cash $ 250,545
Unamortized Expense on Company-Obligated
Mandatorily Redeemable Preferred Securities
of Subsidiary Trust Holding Solely Junior
Subordinated Deferrable Debentures (QUIPS) 9,455
Company-Obligated Mandatorily Redeemable
Preferred Securities of Subsidiary Trust
Holding Solely Junior Subordinated
Deferrable Debentures (QUIPS) $ 260,000
To record issuance of $260 million of company-obligated mandatorily
redeemable preferred securities of subsidiary trust holding solely
junior subordinated deferrable debentures
Entry No. 7
Distributions on Preferred Securities of $ 20,800
Subsidiary
Cash $ 20,800
To record an increase in annual dividend requirements for new Preferred
Securities of Subsidiary (Assuming 8.0% rate)
Entry No. 8
Preferred Stock $ 185,500
QUIPS 70,000
Adjustments to Retained Earnings 5,968
Unamortized Expense on Issuance of $ 2,395
QUIPS
Capital Stock Expense and Other 2,313
Cash 256,760
To record the acquisition of various series of Preferred Stock and
of company-obligated mandatorily preferred securities of subsidiary
trust holding solely junior subordinated deferrable debentures
Entry No. 9
Cash $ 19,314
Distributions on Preferred $ 6,300
Securities of Subsidiary
Preferred Dividends 13,014
To record the decrease in distributions on preferred securities of
subsidiary and preferred dividends due to the acquisition of various
series of Preferred Stock
Entry No. 10
Cash $ 5,534
Income Taxes $ 5,534
To record the decrease in income taxes due to the additional
distributions on preferred securities of subsidiary in connection
with this filing
Entry No. 11
Cash $ 807
Temporary Cash Investments $ 807
To record the transfer of funds from Temporary Cash Investment to Cash.
Investments are assumed to be short-term since the proceeds from this
transaction will be used to fund construction expenditures, to meet
long-term debt maturities and to satisfy sinking fund requirements
and for other lawful corporate purposes. Consequently, any resulting
interest income would be immaterial.
<PAGE>
<TABLE>
<CAPTION>
ENTERGY LOUISIANA INC.
PRO FORMA BALANCE SHEETS
SEPTEMBER 30, 1997
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
ASSETS Transaction Filing Transaction
(In Thousands)
<S> <C> <C> <C>
Cash $10,477 $10,477
Temporary cash investments - at cost,
which approximates market 31,856 (807) 31,049
---------- ------- ----------
Total cash and cash equivalents 42,333 (807) 41,526
Accounts receivable:
Customer (less allowance for doubtful accounts
of $1.4 million) 110,004 110,004
Associated companies 14,884 14,884
Other 7,033 7,033
Accrued unbilled revenues 72,507 72,507
Deferred fuel costs 13,051 13,051
Materials and supplies - at average cost 84,535 84,535
Deferred nuclear refueling outage costs 35,176 35,176
Prepaid income tax 2,403 2,403
Prepayments and other 8,007 8,007
---------- ------- ----------
Total 389,933 (807) 389,126
---------- ------- ----------
Other Property and Investments:
Nonutility property 22,525 22,525
Decommissioning trust fund 60,721 60,721
Investment in subsidiary companies - at equity 14,230 14,230
---------- ------- ----------
Total 97,476 97,476
---------- ------- ----------
Utility Plant:
Electric 5,080,354 5,080,354
Property under capital leases 232,582 232,582
Construction work in progress 37,214 37,214
Nuclear fuel under capital lease 66,953 66,953
Nuclear fuel 3,067 3,067
---------- ------- ----------
Total 5,420,170 5,420,170
Less - accumulated depreciation and amortization 2,001,376 2,001,376
---------- ------- ----------
Utility plant - net 3,418,794 3,418,794
---------- ------- ----------
Deferred Debits and Other Assets:
Regulatory assets:
SFAS 109 regulatory asset - net 282,043 282,043
Unamortized loss on reacquired debt 34,489 40,547 75,036
Other regulatory assets 23,661 23,661
Other 27,341 10,667 38,008
---------- ------- ----------
Total 367,534 51,214 418,748
---------- ------- ----------
TOTAL $4,273,737 $50,407 $4,324,144
========== ======= ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY LOUISIANA INC.
PRO FORMA BALANCE SHEETS
SEPTEMBER 30, 1997
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
LIABILITIES AND SHAREHOLDERS' EQUITY Transaction Filing Transaction
(In Thousands)
<S> <C> <C> <C>
Current Liabilities:
Currently maturing long-term debt $35,300 $35,300
Accounts payable:
Associated companies 42,800 42,800
Other 71,952 71,952
Customer deposits 61,399 61,399
Taxes accrued 108,290 108,290
Accumulated deferred income taxes 2,006 2,006
Interest accrued 26,083 26,083
Dividends declared 3,250 3,250
Obligations under capital leases 39,828 39,828
Other 12,573 12,573
---------- ------- ----------
Total 403,481 403,481
---------- ------- ----------
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes 813,745 813,745
Accumulated deferred investment tax credits 135,682 135,682
Obligations under capital leases 27,124 27,124
Deferred interest - Waterford 3 lease obligation 17,550 17,550
Other 123,875 (882) 122,993
---------- ------- ----------
Total 1,117,976 (882) 1,117,094
---------- ------- ----------
Long-term debt 1,338,322 44,801 1,383,123
Preferred stock with sinking fund 85,000 (85,000) -
Company-obligated mandatorily redeemable
preferred securities of subsidiary trust holding
solely junior subordinated deferrable debentures 70,000 190,000 260,000
Shareholders' Equity:
Preferred stock without sinking fund 100,500 (100,500) -
Common stock, no par value, authorized
250,000,000 shares; issued and outstanding
165,173,180 shares 1,088,900 1,088,900
Capital stock expense and other (2,321) 2,313 (8)
Retained earnings 71,879 (325) 71,554
---------- ------- ----------
Total 1,258,958 (98,512) 1,160,446
---------- ------- ----------
TOTAL $4,273,737 $ 50,407 $4,324,144
========== ======== ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY LOUISIANA
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED SEPTEMBER 30, 1997
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
Transaction Filing Transaction
(In Thousands)
<S> <C> <C> <C>
Operating Revenues $1,804,690 $1,804,690
---------- ------- ----------
Operating Expenses:
Operation and maintenance:
Fuel, fuel-related expenses, and
gas purchased for resale 429,130 429,130
Purchased power 412,697 412,697
Nuclear refueling outage expenses 14,541 14,541
Other operation and maintenance 309,789 309,789
Depreciation, amortization, and decommissioning 170,593 170,593
Taxes other than income taxes 69,060 69,060
Rate deferrals - -
Amortization of rate deferrals 19,324 19,324
---------- ------- ----------
Total 1,425,134 1,425,134
---------- ------- ----------
Operating Income 379,556 379,556
---------- ------- ----------
Other Income:
Allowance for equity funds used
during construction 1,188 1,188
Miscellaneous - net (115) (115)
---------- ------- ----------
Total 1,073 1,073
---------- ------- ----------
Interest Charges:
Interest on long-term debt 118,425 (2,593) 115,832
Other interest - net 6,063 6,063
Distributions on preferred securities of subsidiary 6,300 14,500 20,800
Allowance for borrowed funds used
during construction (1,600) (1,600)
---------- ------- ----------
Total 129,188 11,907 141,095
---------- ------- ----------
Income Before Income Taxes 251,441 (11,907) 239,534
Income Taxes 104,436 (4,536) 99,900
---------- ------- ----------
Net Income 147,005 (7,371) 139,634
Preferred Stock Dividend Requirements
and Other 13,587 (13,014) 573
---------- ------- ----------
Earnings Applicable to Common Stock $133,418 $5,643 $139,061
========== ======= ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY LOUISIANA STATES, INC
PRO FORMA STATEMENT OF RETAINED EARNINGS
TWELVE MONTHS ENDED SEPTEMBER 30, 1997
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
Transaction Filing Transaction
(In Thousands)
<S> <C> <C> <C>
Retained Earnings - Beginning of period $128,610 $128,610
Add:
Net income (loss) 147,005 (7,371) 139,634
-------- -------- --------
Total 275,615 (7,371) 268,244
-------- -------- --------
Deduct:
Dividends declared:
Preferred stock 13,249 (13,014) 235
Common stock 190,100 190,100
Preferred stock redemption
and other 387 5,968 6,355
-------- -------- --------
Total 203,736 (7,046) 196,690
-------- -------- --------
Retained Earnings, End of Period $ 71,879 $ (325) $ 71,554
======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1997
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
ASSETS Transaction Filing Transaction
(In Thousands)
<S> <C> <C> <C>
Current Assets:
Cash and cash equivalents:
Cash $99,476 $99,476
Temporary cash investments - at cost,
which approximates market 762,289 (807) 761,482
----------- ------- -----------
Total cash and cash equivalents 861,765 (807) 860,958
Notes receivable 9,316 9,316
Accounts receivable:
Customer (less allowance for doubtful accounts of
$26.2 million) 618,849 618,849
Other 207,578 207,578
Accrued unbilled revenues 512,138 512,138
Deferred fuel 154,003 154,003
Fuel inventory 70,711 70,711
Materials and supplies - at average cost 360,203 360,203
Rate deferrals 327,821 327,821
Prepayments and other 171,346 171,346
----------- ------- -----------
Total 3,293,730 (807) 3,292,923
----------- ------- -----------
Other Property and Investments:
Decommissioning trust funds 425,221 425,221
Non-regulated investments 557,796 557,796
Other 82,686 82,686
----------- ------- -----------
Total 1,065,703 1,065,703
----------- ------- -----------
Utility Plant:
Electric 25,374,226 25,374,226
Plant acquisition adjustment - Entergy Gulf States 443,227 443,227
Electric plant under leases 684,367 684,367
Property under capital leases - electric 138,462 138,462
Natural gas 168,099 168,099
Steam products 81,743 81,743
Construction work in progress 391,524 391,524
Nuclear fuel under capital leases 263,937 263,937
Nuclear fuel 61,832 61,832
----------- ------- -----------
Total 27,607,417 27,607,417
Less - accumulated depreciation and amortization 9,477,321 9,477,321
----------- ------- -----------
Utility plant - net 18,130,096 18,130,096
----------- ------- -----------
Deferred Debits and Other Assets:
Regulatory assets:
Rate deferrals 180,397 180,397
SFAS 109 regulatory asset - net 1,189,341 1,189,341
Unamortized loss on reacquired debt 201,977 40,547 242,524
Other regulatory assets 470,652 470,652
Long-term receivables 215,040 215,040
CitiPower license (net of $23.3 million of amortization) 545,391 545,391
London Electricity license (net of $16.3 million of 1,310,919 1,310,919
amortization)
Other 506,930 10,667 517,597
----------- ------- -----------
Total 4,620,647 51,214 4,671,861
----------- ------- -----------
TOTAL $27,110,176 $50,407 $27,160,583
=========== ======= ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1997
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
LIABILITIES AND SHAREHOLDERS' EQUITY Transaction Filing Transaction
(In Thousands)
<S> <C> <C> <C>
Current Liabilities:
Currently maturing long-term debt $273,675 $273,675
Notes payable 387,229 387,229
Accounts payable 793,625 793,625
Customer deposits 185,336 185,336
Taxes accrued 654,816 654,816
Accumulated deferred income taxes 92,069 92,069
Interest accrued 193,465 193,465
Dividends declared 117,732 117,732
Obligations under capital leases 169,568 169,568
Other 112,768 112,768
----------- ------- -----------
Total 2,980,283 2,980,283
----------- ------- -----------
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes 4,575,808 4,575,808
Accumulated deferred investment tax credits 592,925 592,925
Obligations under capital leases 239,098 239,098
Other 1,653,119 (882) 1,652,237
----------- ------- -----------
Total 7,060,950 (882) 7,060,068
----------- ------- -----------
Long-term debt 9,394,235 44,801 9,439,036
Subsidiaries' preferred stock with sinking fund 196,237 (85,000) 111,237
Subsidiary's preference stock 150,000 150,000
Company-obligated mandatorily redeemable
preferred securities of subsidiary trusts holding
solely junior subordinated deferrable debentures 215,000 190,000 405,000
Shareholders' Equity:
Subsidiaries' preferred stock without sinking fund 334,454 (100,500) 233,954
Common stock, $.01 par value, authorized 500,000,000
shares; issued 243,431,490 shares 2,434 2,434
Paid-in capital 4,546,564 2,313 4,548,877
Retained earnings 2,246,729 (325) 2,246,404
Cumulative foreign currency translation adjustment (5,682) (5,682)
Less - treasury stock (308,202 shares) 11,028 11,028
----------- ------- -----------
Total 7,113,471 (98,512) 7,014,959
----------- ------- -----------
TOTAL $27,110,176 $50,407 $27,160,583
=========== ======= ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
TWELVE MONTHS ENDED SEPTEMBER 30, 1997
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
Transaction Filing Transaction
(In Thousands)
<S> <C> <C> <C>
Operating Revenues:
Electric $6,349,018 $6,349,018
Natural gas 124,627 124,627
Steam products 48,310 48,310
Nonregulated and foreign energy-related businessess 2,062,000 2,062,000
---------- ------- ----------
Total 8,583,955 8,583,955
---------- ------- ----------
Operating Expenses:
Operation and maintenance:
Fuel, fuel-related expenses, and
gas purchased for resale 1,574,855 1,574,855
Purchased power 1,772,880 1,772,880
Nuclear refueling outage expenses 64,087 64,087
Other operation and maintenance 1,808,489 1,808,489
Depreciation, amortization, and decommissioning 920,395 920,395
Taxes other than income taxes 359,214 359,214
Rate deferrals (24,904) (24,904)
Amortization of rate deferrals 404,831 404,831
---------- ------- ----------
Total 6,879,847 6,879,847
---------- ------- ----------
Operating Income 1,704,108 1,704,108
---------- ------- ----------
Other Income (Deductions):
Windfall Profit tax - London (234,080) (234,080)
Allowance for equity funds used
during construction 10,043 10,043
Miscellaneous - net 97,495 97,495
---------- ------- ----------
Total (126,542) (126,542)
---------- ------- ----------
Interest Charges:
Interest on long-term debt 761,899 (2,593) 759,306
Other interest - net 49,481 49,481
Distributions on preferred securities of subsidiary 16,441 14,500 30,941
Allowance for borrowed funds used
during construction (8,180) (8,180)
---------- ------- ----------
Total 819,641 11,907 831,548
---------- ------- ----------
Income Before Income Taxes 757,925 (11,907) 746,018
Income Taxes 325,854 (4,536) 321,318
---------- ------- ----------
Net Income 432,071 (7,371) 424,700
Preferred and preference dividend requirements of
subsidiaries and other 56,196 (13,014) 43,182
---------- ------- ----------
Earnings Applicable to Common Stock $ 375,875 $ 5,643 $ 381,518
========== ======= ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF RETAINED EARNINGS
TWELVE MONTHS ENDED SEPTEMBER 30, 1997
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
Transaction Filing Transaction
<S> <C> <C> <C>
Retained Earnings - Beginning of period $2,406,339 $2,406,339
Add:
Earnings Applicable to Common Stock 375,875 5,643 381,518
---------- ------ ----------
Total 2,782,214 5,643 2,787,857
---------- ------ ----------
Deduct:
Dividends declared on common stock 535,888 535,888
Capital stock and other expenses (403) 5,968 5,565
---------- ------ ----------
Total 535,485 5,968 541,453
---------- ------ ----------
Retained Earnings - End of Period $2,246,729 ($325) $2,246,404
========== ====== ==========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000060527
<NAME> ENTERGY LOUISIANA INC.
<SUBSIDIARY>
<NUMBER> 012
<NAME> ENTERGY LOUISIANA INC.
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997
<PERIOD-END> SEP-30-1997 SEP-30-1997
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 3,418,794 3,418,794
<OTHER-PROPERTY-AND-INVEST> 97,476 97,476
<TOTAL-CURRENT-ASSETS> 389,933 389,933
<TOTAL-DEFERRED-CHARGES> 367,534 367,534
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 4,273,737 4,273,737
<COMMON> 1,088,900 1,088,900
<CAPITAL-SURPLUS-PAID-IN> (2,321) (8)
<RETAINED-EARNINGS> 71,879 71,554
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,258,958 1,160,446
85,000 0
100,500 0
<LONG-TERM-DEBT-NET> 1,338,322 1,383,123
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 35,300 35,300
0 0
<CAPITAL-LEASE-OBLIGATIONS> 27,124 27,124
<LEASES-CURRENT> 39,828 39,828
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,489,205 1,678,323
<TOT-CAPITALIZATION-AND-LIAB> 4,273,737 4,324,144
<GROSS-OPERATING-REVENUE> 1,804,690 1,804,690
<INCOME-TAX-EXPENSE> 0 0
<OTHER-OPERATING-EXPENSES> 1,425,134 1,425,134
<TOTAL-OPERATING-EXPENSES> 1,425,134 1,425,134
<OPERATING-INCOME-LOSS> 379,556 379,556
<OTHER-INCOME-NET> 1,073 1,073
<INCOME-BEFORE-INTEREST-EXPEN> 380,629 380,629
<TOTAL-INTEREST-EXPENSE> 129,188 141,095
<NET-INCOME> 147,005 139,634
13,587 573
<EARNINGS-AVAILABLE-FOR-COMM> 133,418 139,061
<COMMON-STOCK-DIVIDENDS> 190,100 190,100
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000065984
<NAME> ENTERGY CORPORATION AND SUBSIDIARIES
<SUBSIDIARY>
<NUMBER> 023
<NAME> ENTERGY CORPORATION AND SUBSIDIARIES
<MULTIPLIER> 1,000
<S> <C> <C>
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<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997
<PERIOD-END> SEP-30-1997 SEP-30-1997
<BOOK-VALUE> PER-BOOK PRO-FORMA
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<OTHER-PROPERTY-AND-INVEST> 1,065,703 1,065,703
<TOTAL-CURRENT-ASSETS> 3,293,730 3,292,923
<TOTAL-DEFERRED-CHARGES> 4,620,647 4,671,861
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 27,110,176 27,160,583
<COMMON> 2,434 2,434
<CAPITAL-SURPLUS-PAID-IN> 4,546,564 4,548,877
<RETAINED-EARNINGS> 2,246,729 2,246,404
<TOTAL-COMMON-STOCKHOLDERS-EQ> 7,113,471 7,014,959
196,237 111,237
334,454 233,954
<LONG-TERM-DEBT-NET> 9,394,235 9,439,036
<SHORT-TERM-NOTES> 387,229 387,229
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 273,675 273,675
0 0
<CAPITAL-LEASE-OBLIGATIONS> 239,098 239,098
<LEASES-CURRENT> 169,568 169,568
<OTHER-ITEMS-CAPITAL-AND-LIAB> 9,319,953 9,509,071
<TOT-CAPITALIZATION-AND-LIAB> 27,110,176 27,160,583
<GROSS-OPERATING-REVENUE> 8,583,955 8,583,955
<INCOME-TAX-EXPENSE> 0 0
<OTHER-OPERATING-EXPENSES> 6,879,847 6,879,847
<TOTAL-OPERATING-EXPENSES> 6,879,847 6,879,847
<OPERATING-INCOME-LOSS> 1,704,108 1,704,108
<OTHER-INCOME-NET> (126,542) (126,542)
<INCOME-BEFORE-INTEREST-EXPEN> 1,577,566 1,577,566
<TOTAL-INTEREST-EXPENSE> 819,641 819,641
<NET-INCOME> 432,071 424,700
56,196 43,182
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<COMMON-STOCK-DIVIDENDS> 535,888 535,888
<TOTAL-INTEREST-ON-BONDS> 0 0
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<EPS-PRIMARY> 0 0
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