PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED NOVEMBER 15, 1993)
$75,000,000
ENTERGY LOUISIANA, INC.
FIRST MORTGAGE BONDS, 5.80% SERIES DUE MARCH 1, 2002
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Entergy Louisiana will pay interest on the New Bonds on March 1 and
September 1 of each year. The first interest payment will be made on September
1, 1999. Entergy Louisiana may redeem the New Bonds prior to maturity, in whole
or in part, at any time at the redemption prices and under the circumstances
described in this prospectus supplement under "Description of the New
Bonds -- Redemption of New Bonds."
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus supplement or the accompanying
prospectus. Any representation to the contrary is a criminal offense.
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PER NEW BOND TOTAL
------------ -----------
Public Offering Price 99.888% $74,916,000
Underwriting Discount 0.300% $ 225,000
Proceeds to Entergy Louisiana (before
expenses) 99.588% $74,691,000
The public offering price set forth above does not include accrued
interest. Interest on the New Bonds will accrue from their issue date and must
be paid by the purchasers if the New Bonds are delivered after that date.
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The underwriters are offering the New Bonds subject to various conditions.
The underwriters expect to deliver the New Bonds in book-entry form only through
the facilities of The Depository Trust Company against payment for the New Bonds
in New York, New York on or about March 30, 1999.
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SALOMON SMITH BARNEY PRUDENTIAL SECURITIES
March 24, 1999
<PAGE>
You should rely only on the information contained or incorporated by
reference in this prospectus supplement or the accompanying prospectus. No one
has been authorized to provide you with different information. You should not
assume that the information contained in this prospectus supplement, the
accompanying prospectus or the documents incorporated by reference is accurate
as of any date other than the date such information is given. Entergy Louisiana
is not making an offer of these New Bonds in any state where the offer is not
permitted.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PAGE
----
Where You Can Find More
Information.......................... S-3
Selected Financial Information....... S-3
Use of Proceeds...................... S-4
Description of the New Bonds......... S-4
Underwriting......................... S-7
Experts and Legality................. S-8
PROSPECTUS
Available Information................ 2
Incorporation of Certain Documents by
Reference.......................... 2
The Company.......................... 3
Use of Proceeds...................... 3
Description of New Bonds............. 4
Description of New Preferred Stock... 7
Ratios of Earnings to Fixed Charges
and Ratios of Earnings to Fixed
Charges and Preferred Dividends.... 10
Experts and Legality................. 10
Plan of Distribution................. 11
Book Entry Securities................ 12
S-2
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
The SEC allows Entergy Louisiana to "incorporate by reference" the
information that it files with the SEC, which means that Entergy Louisiana can
disclose important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
prospectus supplement and the accompanying prospectus and should be read with
the same care. Entergy Louisiana incorporates by reference its Annual Report on
Form 10-K for the fiscal year ended December 31, 1998 and any future filings
made with the SEC under the Securities Exchange Act of 1934 if the filings are
made prior to the time that all of the New Bonds are sold in this offering. In
addition to the sources described under "Available Information" in the
accompanying prospectus, you can find more information about Entergy Louisiana
by accessing the SEC's web site at www.sec.gov.
SELECTED FINANCIAL INFORMATION
(DOLLARS IN THOUSANDS)
The selected financial information of Entergy Louisiana set forth below
should be read in conjunction with the financial statements and other financial
information contained in the documents incorporated by reference.
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
-------------------------------------------------------------------------
1998 1997 1996 1995 1994
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Income Statement Data:
Operating Revenues.............. $ 1,710,908 $ 1,803,272 $ 1,828,867 $ 1,674,875 $ 1,710,415
Operating Income(1)............. 402,881 367,580 436,446 448,755 406,871
Interest Expense (net).......... 121,161 127,490 130,919 134,885 133,977
Net Income...................... 179,487 141,757 190,762 201,537 213,839
Ratio of Earnings to Fixed
Charges(2)................... 3.18 2.74 3.16 3.18 2.91
</TABLE>
AS OF DECEMBER 31,
1998(3)
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AMOUNT PERCENT
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Balance Sheet Data:
First Mortgage Bonds...... $ 565,259 20.6
Other Long-Term Debt(4)... 767,056 27.9
Preferred Stock (with
sinking fund)........... 85,000 3.1
Company-obligated
mandatorily redeemable
preferred securities of
subsidiary trust holding
solely junior
subordinated deferrable
debentures.............. 70,000 2.5
Shareholders' Equity:
Preferred Stock (without
sinking fund)........ 100,500 3.7
Common Stock and Paid-in
Capital.............. 1,086,579 39.5
Retained Earnings....... 74,739 2.7
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Total Shareholders'
Equity............ 1,261,818 45.9
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Total
Capitalization... $ 2,749,133 100.0
============= =======
(1) Operating Income for the years ended December 31, 1994 and 1995 has been
restated to exclude income tax expense.
(2) "Earnings", as defined by Regulation S-K of the SEC, represent the
aggregate of (a) net income, (b) taxes based on income, (c) investment tax
credit adjustments -- net and (d) fixed charges. "Fixed Charges" include
interest (whether expensed or capitalized), related amortization and
interest applicable to rentals charged to operating expenses.
(3) The proceeds from the sale of the New Bonds are expected to be used
primarily to refund outstanding First Mortgage Bonds and as a result Entergy
Louisiana's capitalization will not be materially affected. See "Use of
Proceeds."
(4) Excludes current maturities of Other Long-Term Debt of $6.8 million.
S-3
<PAGE>
USE OF PROCEEDS
Entergy Louisiana expects to use the net proceeds to be received from the
issuance and sale of the New Bonds to satisfy a portion of its annual
replacement fund requirement under the Mortgage relating to the New Bonds.
Entergy Louisiana expects to use the cash deposited, together with other cash,
to satisfy the annual replacement fund requirement to redeem $122.6 million
principal amount of its First Mortgage Bonds, 7.74% Series due July 1, 2002 at a
price equal to 100% of the principal amount thereof plus accrued interest
thereon to the redemption date.
DESCRIPTION OF THE NEW BONDS
INTEREST, MATURITY AND PAYMENT
Entergy Louisiana is issuing $75,000,000 of First Mortgage Bonds, 5.80%
Series due March 1, 2002. Entergy Louisiana will pay interest on the New Bonds
on March 1 and September 1 of each year to holders of record on each interest
payment date. Entergy Louisiana will begin paying interest on the New Bonds on
September 1, 1999. Interest starts to accrue from the date the New Bonds are
issued. The New Bonds will be issued on the basis of property additions.
As long as the New Bonds are registered in the name of DTC or its nominee,
Entergy Louisiana will pay principal, any premium, and interest due on the New
Bonds to DTC. DTC will then make payment to its participants for disbursement to
the beneficial owners of the New Bonds (please refer to "Book Entry
Securities" in the accompanying prospectus for information relating to DTC and
the book-entry system). Entergy Louisiana has agreed to pay interest on any
overdue principal and, if such payment is enforceable under applicable law, on
any overdue installment of interest on the Bonds of all series at a rate of 6%
per annum.
REDEMPTION OF NEW BONDS
Entergy Louisiana may redeem the New Bonds, in whole or in part, at its
option, at any time before the maturity of the New Bonds, on not less than 30
days' nor more than 60 days' notice,
(1) by the application of cash deposited with the Corporate Trustee
pursuant to the provisions of the Mortgage relating to eminent
domain, sales to governmental entities or sales pursuant to
governmental divestiture orders at the special redemption price
of 100% of the principal amount thereof, or
(2) at a redemption price equal to the greater of
(a) 100% of the principal amount thereof and
(b) as determined by a Quotation Agent, the sum of the present
values as of the redemption date of the remaining scheduled
payments of principal of and interest on the New Bonds being
redeemed (excluding the portion of any such interest accrued
to the redemption date), discounted (for purposes of
determining such present values) on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months)
at a discount rate equal to the Adjusted Treasury Rate,
plus, in each case, accrued interest thereon to the redemption date.
If, at the time notice of redemption is given, the redemption monies are
not held by the Corporate Trustee, the redemption may be made subject to receipt
of such monies before the date fixed for redemption, and such notice shall be of
no effect unless such monies are so received.
Cash deposited under any provision of the Mortgage (with certain
exceptions) may be applied to the redemption or purchase (including purchase
from Entergy Louisiana) of Bonds of any series.
CERTAIN DEFINITIONS. "Adjusted Treasury Rate" means, with respect to any
redemption date, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue,
S-4
<PAGE>
assuming a price for the Comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasury Price for such redemption
date, plus 0.125%.
"Business Day" means any day other than a Saturday or a Sunday or a day
on which banking institutions in The City of New York are authorized or required
by law or executive order to remain closed or a day on which the Corporate Trust
Office of the Corporate Trustee is closed for business.
"Comparable Treasury Issue" means the United States Treasury security
selected by a Quotation Agent as having a maturity comparable to the remaining
term of the New Bonds that would be utilized at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of the New Bonds.
"Comparable Treasury Price" means, with respect to any redemption date,
(1) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
Business Day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (2) if such release (or any successor release) is not
published or does not contain such prices on such Business Day, (a) the average
of the Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations or
(b) if the Corporate Trustee obtains fewer than three such Reference Treasury
Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.
"Quotation Agent" means one of the Reference Treasury Dealers appointed
by the Corporate Trustee after consultation with Entergy Louisiana.
"Reference Treasury Dealer" means each of Salomon Smith Barney Inc.,
Prudential Securities Incorporated and Lehman Brothers Inc. and their respective
successors; PROVIDED, HOWEVER, that if any of the foregoing shall cease to be a
primary U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), Entergy Louisiana shall substitute therefor another Primary Treasury
Dealer, or any other Primary Treasury Dealer selected by the Corporate Trustee
after consultation with Entergy Louisiana.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Corporate Trustee, of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) quoted in
writing to the Corporate Trustee by such Reference Treasury Dealer at 5:00 p.m.
on the third Business Day preceding such redemption date.
DIVIDEND COVENANT. Entergy Louisiana will covenant in substance that, so
long as any New Bonds remain outstanding, it will not pay any cash dividends on
common stock after February 28, 1999 (other than certain dividends declared by
Entergy Louisiana on or before February 28, 1999 for payment on or before April
15, 1999) except from credits to retained earnings after February 28, 1999 plus
$345,000,000 and plus such additional amounts as shall be approved by the SEC.
SINKING OR IMPROVEMENT FUND. The New Bonds will not be entitled to any
sinking or improvement fund.
MODIFICATION OF THE MORTGAGE. Effective March 1, 1998, Entergy Louisiana
exercised its right to amend the Mortgage as described under "Description of
New Bonds -- Modification of the Mortgage" in the accompanying prospectus.
RESERVATION OF RIGHTS TO AMEND THE MORTGAGE
REPLACEMENT FUND. Entergy Louisiana has reserved the right without any
consent or other action by the holders of any series of Bonds created after
February 29, 1996, including the New Bonds, to amend the Mortgage to eliminate
the requirements of the replacement fund under the Mortgage.
ISSUANCE OF ADDITIONAL BONDS. Entergy Louisiana has reserved the right
without any consent or other action by holders of any series of Bonds created
after February 29, 1996, including the New Bonds, to amend the Mortgage
S-5
<PAGE>
(1) to provide that Bonds may be issued upon the basis of 80% of the cost
or fair value (whichever is less) of unfunded property additions after
adjustments to offset retirements (in addition to the other bases of
issuance) and
(2) to modify the net earnings test
(a) to provide that the period over which net earnings is computed
shall be 12 consecutive months out of the immediately preceding
18 months (instead of the immediately preceding 15 months),
(b) to specifically permit the inclusion in net earnings of revenues
collected subject to possible refund and allowances for funds
used during construction, and
(c) to provide for no deduction for non-recurring charges.
RELEASE AND SUBSTITUTION OF PROPERTY. Entergy Louisiana has reserved the
right without any consent or other action by the holders of any series of Bonds
created after February 29, 1996, including the New Bonds, to amend the Mortgage
(1) to permit the release of mortgaged property from the lien of the
Mortgage in an amount equal to the aggregate principal amount of
retired bonds that Entergy Louisiana elects to use as the basis for
such release times the reciprocal of the bonding ratio in effect at
the time such retired bonds were originally issued,
(2) to permit the release of unfunded property so long as Entergy
Louisiana has at least $1 in unfunded property additions remaining,
(3) to remove the existing limitations on the amount of obligations
secured by purchase money mortgages upon any property being released
that can be used as the basis for such release,
(4) to specifically provide that if Entergy Louisiana transfers as an
entirety all or substantially all property subject to the Mortgage to
a successor corporation, Entergy Louisiana would be released of all
obligations under the Mortgage, and
(5) to change the definition of "Funded Property" to mean only property
specified by Entergy Louisiana with a fair value, to be determined by
an independent expert, of not less than 10/8 of the sum of the amount
of outstanding Bonds and retired bond credits.
MODIFICATION. Entergy Louisiana has reserved the right without any consent
or other action by the holders of any series of Bonds created after February 29,
1996, including the New Bonds, to amend the Mortgage
(1) to reduce the percentage vote required to modify certain bondholders'
rights from 66 2/3% to a majority of Bonds outstanding,
(2) to provide that, if less than all series of Bonds outstanding are to
be affected by a proposed change in the Mortgage, that only the
consent of a majority of the Bonds of each affected series is required
to make such change, and
(3) to permit Entergy Louisiana to amend the Mortgage without the consent
of the holders of Bonds to make changes which do not adversely affect
the interests of such bondholders in any material respect.
ADDITIONAL INFORMATION
For additional information about the New Bonds, see "Description of New
Bonds" in the accompanying prospectus, including:
(1) additional information about the terms of the New Bonds, including
security,
(2) general information about the Mortgage and the Trustees,
(3) a description of certain restrictions contained in the Mortgage,
(4) a description of events of default under the Mortgage, and
(5) the meaning of certain capitalized terms used but not defined in this
prospectus supplement.
S-6
<PAGE>
UNDERWRITING
Under the terms and conditions set forth in the Underwriting Agreement
dated the date hereof, Entergy Louisiana has agreed to sell to each of the
Underwriters named below, and each of the Underwriters has severally agreed to
purchase, the respective principal amount of the New Bonds set forth opposite
its name below:
UNDERWRITER PRINCIPAL AMOUNT
----------------
Salomon Smith Barney Inc............. $37,500,000
Prudential Securities Incorporated... 37,500,000
----------------
Total....................... $75,000,000
================
The Underwriting Agreement provides that the several obligations of the
Underwriters to pay for and accept delivery of the New Bonds are subject to
approval of certain legal matters by their counsel and to certain other
conditions. The Underwriters' obligations are such that they are committed to
take and pay for all of the New Bonds offered hereby if any are taken, provided,
that under certain circumstances involving a default of an Underwriter, less
than all of the New Bonds may be purchased. Default by one Underwriter would not
relieve the non-defaulting Underwriter from its several obligation, and in the
event of such a default, the non-defaulting Underwriter may be required by
Entergy Louisiana to purchase the principal amount of the New Bonds that it has
severally agreed to purchase and, in addition, to purchase the principal amount
of the New Bonds that the defaulting Underwriter shall have failed to purchase,
severally and not jointly, up to a principal amount equal to one-ninth of the
principal amount of the New Bonds that such non-defaulting Underwriter has
otherwise agreed to purchase.
The Underwriters have advised Entergy Louisiana that they propose to offer
all or part of the New Bonds directly to purchasers at the public offering price
set forth on the cover page of this prospectus supplement, and to certain
securities dealers at such price less a concession not in excess of 0.200% of
the principal amount of the New Bonds. The Underwriters may allow, and such
dealers may reallow to certain brokers and dealers, a concession not in excess
of 0.150% of the principal amount of the New Bonds. After the New Bonds are
released for sale to the public, the public offering price and other selling
terms may from time to time be varied.
Entergy Louisiana has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
There is presently no trading market for the New Bonds and there is no
assurance that a market will develop. Although they are under no obligation to
do so, the Underwriters presently intend to act as market makers for the New
Bonds in the secondary trading market, but may discontinue such market-making at
any time without notice.
The Underwriters may engage in stabilizing transactions and syndicate
covering transactions in accordance with Rule 104 under the Exchange Act.
Stabilizing transactions permit bids to purchase the underlying security so long
as the stabilizing bids do not exceed a specified maximum. Syndicate covering
transactions involve purchases of the New Bonds in the open market after the
distribution has been completed in order to cover syndicate short positions.
Such stabilizing transactions and syndicate covering transactions may cause the
price of the New Bonds to be higher than it would otherwise be in the absence of
such transactions. The Underwriters are not required to engage in these
activities and may end any of these activities at any time.
Entergy Louisiana estimates that its total expenses related to the
offering, not including the underwriting discount, will be approximately
$100,000.
S-7
<PAGE>
EXPERTS AND LEGALITY
Entergy Louisiana's balance sheets as of December 31, 1998 and 1997 and the
statements of income, retained earnings, and cash flows and the related
financial statement schedule for each of the three years in the period ended
December 31, 1998, incorporated by reference in this prospectus supplement from
Entergy Louisiana's Annual Report on Form 10-K for the year ended December 31,
1998, have been incorporated by reference herein in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
that firm as experts in accounting and auditing.
The legality of the New Bonds will be passed upon for Entergy Louisiana by
Denise C. Redmann, Senior Counsel -- Corporate and Securities of Entergy
Services, Inc. and Thelen Reid & Priest LLP, New York, New York. Certain legal
matters will be passed upon for the Underwriters by Winthrop, Stimson, Putnam &
Roberts, New York, New York. Matters pertaining to New York law will be passed
upon by Thelen Reid & Priest LLP, New York counsel to Entergy Louisiana, and
matters pertaining to Louisiana law will be passed upon by Denise C. Redmann,
Senior Counsel -- Corporate and Securities of Entergy Services, Inc., Louisiana
counsel to Entergy Louisiana.
The statements as to matters of law and legal conclusions made under
"Description of the New Bonds" in this prospectus supplement and "Description
of New Bonds" in the accompanying prospectus have been reviewed by Denise C.
Redmann, Senior Counsel -- Corporate and Securities of Entergy Services, Inc.
and, except as to "Security" therein, by Thelen Reid & Priest LLP, New York,
New York, and are set forth herein in reliance upon the opinions of said
counsel, respectively, and upon their authority as experts.
S-8
<PAGE>
PROSPECTUS
$369,000,000
LOUISIANA POWER & LIGHT COMPANY
FIRST MORTGAGE BONDS
PREFERRED STOCK, CUMULATIVE, $25 PAR VALUE
PREFERRED STOCK, CUMULATIVE, $100 PAR VALUE
Louisiana Power & Light Company (the "Company") may offer from time to
time its First Mortgage Bonds (the "New Bonds") and/or its Preferred Stock,
Cumulative, $25 Par Value and/or Preferred Stock, Cumulative, $100 Par Value
(collectively, the "New Preferred Stock"), provided, however, that the
aggregate principal amount and/or par value, as the case may be, shall not
exceed $369 million. The New Bonds and New Preferred Stock will each be offered
in one or more series at prices and on terms to be determined at the time of
sale. This Prospectus will be supplemented by a prospectus supplement or
supplements (the "Prospectus Supplement") which will set forth, as applicable,
(1) the aggregate principal amount, rate and time of payment of interest,
maturity, purchase price, initial public offering price, if any, any redemption
provisions and other specific terms of the series of the New Bonds in respect of
which this Prospectus is being delivered and/or (2) the number of shares, the
par value per share, purchase price, initial public offering price, if any,
dividend rate, any redemption or sinking fund terms and other specific terms of
the series of the New Preferred Stock in respect of which this Prospectus is
being delivered. The sale of one series of any security will not be contingent
upon the sale of any other series of any security.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRE-
SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
The Company may sell one or more series of the New Bonds and/or the New
Preferred Stock through underwriters, dealers or agents, or directly to one or
more purchasers. The Prospectus Supplement will set forth the names of
underwriters, dealers or agents, if any, any applicable commissions or discounts
and the net proceeds to the Company from any such sale. See "Plan of
Distribution" for possible indemnification arrangements for underwriters,
dealers, agents and purchasers.
THE DATE OF THIS PROSPECTUS IS NOVEMBER 15, 1993.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES
OFFERED HEREBY OR ANY OTHER SECURITIES OF THE COMPANY AT LEVELS ABOVE THOSE
WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE
EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
------------------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 ("Exchange Act") and in accordance therewith files
reports and other information with the Securities and Exchange Commission
("SEC"). Such reports include information, as of particular dates, concerning
the Company's directors and officers, their remuneration, the principal holders
of the Company's securities and any material interest of such persons in
transactions with the Company. Such reports and other information can be
inspected and copied at the public reference facilities maintained by the SEC at
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549; 500 West Madison
Street, 14th floor, Chicago, Illinois 60661; and Seven World Trade Center, 13th
floor, New York, New York 10048. Copies of this material can also be obtained at
prescribed rates from the Public Reference Section of the SEC at its principal
office at 450 Fifth Street, N.W., Washington, D.C. 20549. The Company's series
of 12.64% Preferred Stock and 9.68% Preferred Stock are listed on the New York
Stock Exchange. Reports and other information concerning the Company can be
inspected and copied at the office of such Exchange at 20 Broad Street, New
York, New York. Shareholders of the Company are furnished copies of financial
statements as of the end of the most recent fiscal year audited and reported
upon (with an opinion expressed) by independent certified public accountants.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the SEC pursuant to the Exchange Act are
incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1992.
2. The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1993 and June 30, 1993.
In addition, all documents subsequently filed by the Company pursuant to
Section 13, 14 or 15(d) of the Exchange Act prior to the termination of this
offering shall be deemed to be incorporated by reference in this Prospectus and
to be a part hereof from the date of filing of such documents (such documents,
and the documents enumerated above, being herein referred to as "Incorporated
Documents").
Any statement contained herein or in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained in any other subsequently filed Incorporated
Document or in an accompanying Prospectus Supplement modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON,
INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN
DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR
ALL OF THE INCORPORATED DOCUMENTS, OTHER THAN EXHIBITS TO SUCH DOCUMENTS, UNLESS
SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE THEREIN. REQUESTS
SHOULD BE DIRECTED TO MR. GARY L. FLORREICH, ASSISTANT SECRETARY AND ASSISTANT
TREASURER, LOUISIANA POWER & LIGHT COMPANY, 639 LOYOLA AVENUE, NEW ORLEANS,
LOUISIANA
2
<PAGE>
70113, TELEPHONE NUMBER: 504-569-4000. THE INFORMATION RELATING TO THE COMPANY
CONTAINED IN THIS PROSPECTUS AND ANY ACCOMPANYING PROSPECTUS SUPPLEMENT DOES NOT
PURPORT TO BE COMPREHENSIVE AND SHOULD BE READ TOGETHER WITH THE INFORMATION
CONTAINED IN THE INCORPORATED DOCUMENTS.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR, WITH RESPECT TO ANY SERIES
OF THE NEW BONDS OR THE NEW PREFERRED STOCK, THE PROSPECTUS SUPPLEMENT RELATING
THERETO, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. THIS
PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH
JURISDICTION.
NEITHER THE DELIVERY OF THIS PROSPECTUS AND A PROSPECTUS SUPPLEMENT NOR ANY
SALE MADE THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE OF THAT
PROSPECTUS SUPPLEMENT.
------------------------
THE COMPANY
The Company was incorporated under the laws of the State of Louisiana on
October 15, 1974 and is successor by merger to a predecessor Louisiana Power &
Light Company, which was incorporated under the laws of the State of Florida in
1927. The merger of such predecessor corporation into the Company became
effective on February 28, 1975. The Company's principal executive office is
located at 639 Loyola Avenue, New Orleans, Louisiana 70113. Its telephone
number, including area code, is (504) 569-4000.
The Company is an electric public utility company with all of its
operations in the State of Louisiana. Entergy Corporation, which is a registered
public utility holding company under the Public Utility Holding Company Act of
1935 ("Holding Company Act"), owns all of the outstanding common stock of the
Company. The Company, Arkansas Power & Light Company ("AP&L"), Mississippi
Power & Light Company ("MP&L") and New Orleans Public Service Inc. ("NOPSI")
are the principal operating electric utility subsidiaries of Entergy
Corporation. Entergy Corporation also owns all of the common stock of System
Energy Resources, Inc., a generating company, Entergy Services, Inc., a service
company, Entergy Enterprises, Inc., a non-utility company, Entergy Operations,
Inc., a nuclear management services company, and Entergy Power, Inc., a
subsidiary formed to market capacity and energy from certain generating units to
wholesale markets. Entergy Corporation also has several subsidiaries formed to
participate in utility projects located outside the Entergy System's areas of
retail service, both domestically and in foreign countries.
The Company, AP&L, MP&L and NOPSI own all of the capital stock of System
Fuels, Inc., a special purpose company which implements and/or maintains certain
programs for the procurement, delivery and storage of fuel supplies for certain
Entergy Corporation subsidiaries.
USE OF PROCEEDS
The net proceeds to be received from the issuance and sale of the New Bonds
and/or the New Preferred Stock will be used for general corporate purposes,
including, without limitation, the possible redemption or other acquisition, in
whole or in part, of certain of the Company's outstanding securities. Any
specific securities to be redeemed or acquired with the proceeds of a sale of a
series of New Bonds or New Preferred Stock will be set forth in the Prospectus
Supplement relating to that series. Reference is made to the Incorporated
Documents with respect to the Company's most significant contingencies, its
general capital requirements and its general financing plans and capabilities,
including its short-term borrowing capacity, and earnings coverage requirements
under the Company's Restated Articles of Incorporation, as amended ("Articles
of Incorporation"), which limit the amount of additional Preferred Stock the
Company may issue, and earnings coverage and other requirements
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under the Company's Mortgage (as herein defined) which limit the amount of
additional First Mortgage Bonds the Company may issue.
DESCRIPTION OF NEW BONDS
GENERAL. The New Bonds are to be issued under the Company's Mortgage and
Deed of Trust, dated as of April 1, 1944, with The Chase National Bank of the
City of New York (Bank of Montreal Trust Company, successor) ("Corporate
Trustee") and Carl E. Buckley (Mark F. McLaughlin, successor), ("Co-Trustee",
and together with the Corporate Trustee, the "Trustees"), as supplemented by
various supplemental indentures thereto and as to be further supplemented to
provide specifically for the New Bonds (collectively referred to as the
"Mortgage"). All First Mortgage Bonds issued or to be issued under the
Mortgage are referred to herein as "Bonds". The statements herein concerning
the Bonds, the New Bonds and the Mortgage are summary in nature and do not
purport to be complete. They are subject to the detailed provisions of the
Mortgage. The Mortgage and a form of supplemental indenture are filed as
exhibits to the Registration Statement of which this Prospectus is a part.
TERMS OF SPECIFIC SERIES OF THE NEW BONDS. A Prospectus Supplement will
describe the following terms of, or applicable to, each series of the New Bonds
to be issued: (1) the designation of such series of the New Bonds; (2) the
aggregate principal amount of such series; (3) the date on which such series
will mature; (4) the rate at which such series will bear interest and the date
from which such interest accrues; (5) the dates on which interest will be
payable; (6) the prices, including the "general redemption prices" and the
"special redemption prices" referred to below, and the other terms and
conditions upon which the particular series may be redeemed by the Company prior
to maturity; (7) whether the dividend covenant described below will be
applicable to any such series; (8) if an insurance policy will be provided for
the payment of the principal of and/or interest on the New Bonds of such series,
the terms thereof; and (9) any other terms of such series of the New Bonds, not
inconsistent with the provisions of the Mortgage.
FORM AND EXCHANGE. See "Book Entry Securities" below.
REPLACEMENT FUND. In addition to actual expenditures for maintenance and
repairs, the Company is required to expend or deposit for each year, for
replacements and improvements in respect of the mortgaged electric, gas, steam
and/or hot water utility property and certain automotive equipment, an amount
equal to $800,000 plus 2 1/4% of net additions to the mortgaged electric, gas,
steam and/or hot water utility property made after December 31, 1943 and prior
to the beginning of such year. Such requirement may be met by depositing cash or
certifying gross property additions or expenditures for certain automotive
equipment or by taking credit for Bonds and qualified lien bonds retired. Such
cash may be withdrawn against gross property additions or waiver of the right to
issue Bonds.
SINKING OR IMPROVEMENT FUND. The Company is required to make annual
sinking or improvement fund payments for each outstanding series of Bonds (other
than the forty-third, forty-fifth, forty-sixth, forty-ninth and fifty-first
series), stated as 1% per year of the greatest amount for each such series
outstanding prior to the beginning of the year, less certain Bonds retired, and
will have such requirements for each series of the New Bonds (beginning not
later than 23 months from the date of each series of the New Bonds). The Company
may also take as a credit against the sinking or improvement fund requirement in
respect of each series of the New Bonds an amount, not exceeding the sinking or
improvement fund requirement in any one year, based upon sinking fund credits
for certain Bonds retired prior to or at maturity. The resulting requirement
with respect to each series of the New Bonds may be satisfied in cash or
principal amount of such series of New Bonds or with property additions at 60%
of the cost or fair value thereof, whichever is less. The sinking or improvement
fund requirement in respect of each series of the New Bonds may be anticipated
at any time. If the date fixed for any resulting redemption shall be in the
calendar year in which such sinking fund payment is due, redemption shall be at
the special redemption price, but if the date fixed for any resulting redemption
shall be prior to the calendar year in which such sinking fund payment is due,
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redemption shall be at the general redemption price and subject to the
limitation on such redemptions as set forth under "Redemption and Purchase of
New Bonds" in the accompanying Prospectus Supplement. Similar but not identical
provisions are in effect with respect to the Bonds of other series now
outstanding.
SPECIAL PROVISIONS FOR RETIREMENT OF BONDS. If, during any 12 months'
period, mortgaged property is disposed of by order of or to any governmental
authority, resulting in the receipt of $5,000,000 or more as proceeds, the
Company (subject to certain conditions) must apply such proceeds, less certain
deductions, to the retirement of Bonds. The New Bonds are redeemable for this
purpose at the special redemption prices set forth under "Redemption and
Purchase of New Bonds" in the accompanying Prospectus Supplement.
SECURITY. The New Bonds, together with all other Bonds, will be secured by
the Mortgage, which constitutes, in the opinion of the General Counsel for the
Company, a first mortgage lien on all of the present properties of the Company
(except as stated below), subject to (a) leases of minor portions of the
Company's property to others for uses which, in the opinion of such counsel, do
not interfere with the Company's business, (b) leases of certain property of the
Company not used in its business, and (c) excepted encumbrances. There are
excepted from the lien of the Mortgage all cash and securities; certain
equipment, materials and supplies; automobiles and other vehicles and aircraft;
timber, mineral rights and royalties; and receivables, contracts, leases and
operating agreements.
The Mortgage contains provisions subjecting after-acquired property
(subject to pre-existing liens) to the lien thereof, subject to limitations in
the case of consolidation, merger or sale of substantially all of the Company's
assets.
The Mortgage provides that the Trustees shall have a lien on the mortgaged
property, prior to the Bonds, for the payment of their reasonable compensation
and expenses and for indemnity against certain liabilities.
The Mortgage contains restrictions, some of which apply only so long as
certain prior series are outstanding, on the acquisition of property subject to
liens and on the issuance of bonds under divisional or prior lien mortgages.
ISSUANCE OF ADDITIONAL BONDS. The maximum principal amount of Bonds that
may be issued under the Mortgage is limited to One Hundred Billion Dollars at
any time outstanding, subject to property additions, earnings and other
limitations of the Mortgage. Bonds of any series may be issued from time to time
upon the bases of (1) 60% of property additions after adjustments to offset
retirements, (2) retirement of Bonds or qualified lien bonds, and (3) deposit of
cash. Property additions generally include electric, gas, steam and/or hot water
property acquired after December 31, 1943, but may not include securities,
automobiles or other vehicles or aircraft or property used principally for the
production or gathering of natural gas. The Company estimates that, as of
September 30, 1993, there were approximately $89.6 million of unfunded property
additions available for the issuance of additional Bonds.
With certain exceptions in the case of (2) above, the issuance of
additional Bonds is subject to adjusted net earnings (before interest and income
taxes) for 12 consecutive months out of the 15 months immediately preceding the
issuance of such Bonds being at least twice the annual interest requirements on
all Bonds at the time outstanding, including the additional Bonds being issued,
and all indebtedness of prior rank. Such adjusted net earnings are computed
after provisions for retirement and depreciation of property at least equal to
the replacement fund requirements for such period.
The Company expects to issue the New Bonds on the basis of unfunded net
property additions and/or on the basis of the retirement of Bonds.
The Company has reserved the right (without any consent or other action by
holders of the 1999 Series Bonds or any subsequently created series, including
the New Bonds) to include nuclear fuel (and similar or analogous devices or
substances) as property additions. The Company has also reserved the right to
amend the Mortgage, without any consent or other action of the holders of the
2008 Series
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Bonds or any subsequently created series (including the New Bonds), to make
available as property additions any form of space satellites (including solar
power satellites), space stations and other analogous facilities.
No Bonds may be issued on the basis of property additions subject to
qualified liens if the qualified lien bonds secured thereby exceed 50% of such
property additions, or if the qualified lien bonds and Bonds then outstanding
which have been issued against property additions subject to continuing
qualified liens and certain other items would in the aggregate exceed 15% of the
Bonds and qualified lien bonds outstanding.
RELEASE AND SUBSTITUTION OF PROPERTY. Property may be released from the
lien of the Mortgage upon the bases of (1) deposit of cash or, to a limited
extent, purchase money mortgages, (2) property additions, after adjustments in
certain cases to offset retirements and after making adjustments for qualified
lien bonds outstanding against property additions, and (3) waiver of the right
to issue Bonds without applying any earnings test. Cash may be withdrawn upon
the bases stated in (2) and (3) above without meeting an earnings test. When
property released is not funded property, property additions used to effect the
release may again, in certain cases, become available as credits under the
Mortgage, and the waiver of the right to issue Bonds to effect the release may,
in certain cases, cease to be effective as such a waiver. Similar provisions are
in effect as to cash proceeds of such property. The Mortgage contains special
provisions with respect to qualified lien bonds pledged and disposition of
moneys received on pledged prior lien bonds.
DIVIDEND COVENANT. The Company may covenant in substance that, so long as
any New Bonds of a particular series remain outstanding, it will not pay any
cash dividends on common stock after a selected date close to the date of the
original issuance of such series of New Bonds (other than certain dividends that
may be declared by the Company prior to such selected date) except from credits
to earned surplus after such selected date plus an amount up to $345 million and
plus such additional amounts as shall be approved by the SEC. The Prospectus
Supplement relating to a particular series of New Bonds will state whether this
covenant will apply to such series.
MODIFICATION OF THE MORTGAGE. The rights of the Bondholders may be
modified with the consent of the holders of 70% of the Bonds, and, if less than
all series of Bonds are affected, the consent also of the holders of 70% of the
Bonds of each series affected. The Company has reserved the right (without any
consent or other action by holders of the 2000 Series Bonds or any subsequently
created series, including the New Bonds) to substitute for the foregoing
provision a provision to the effect that the rights of the Bondholders may be
modified with the consent of holders of 66 2/3% of the Bonds, and, if less than
all series of Bonds are affected, the consent also of holders of 66 2/3% of the
Bonds of each series affected. In general, no modification of the terms of
payment of principal or interest, no modification of the obligations of the
Company under Section 64 of the Mortgage (until the foregoing substitution is
made), and no modification affecting the lien of the Mortgage or reducing the
percentage required for modification, is effective against any Bondholder
without his consent.
DEFAULTS AND NOTICE THEREOF. Defaults are defined in the Mortgage as:
default in payment of principal; default for 60 days in payment of interest or
installments of funds for retirement of Bonds; certain events in bankruptcy,
insolvency or reorganization; defaults with respect to qualified lien bonds; and
default for 90 days after notice in other covenants. The Trustees may withhold
notice of default (except in payment of principal, interest or funds for
retirement of Bonds) if they determine it is in the interests of the
Bondholders.
The Corporate Trustee or the holders of 25% of the Bonds may declare the
principal and interest due on default, but a majority may annul such declaration
if such default has been cured. No holder of Bonds may enforce the lien of the
Mortgage without giving the Trustees written notice of a default and unless the
holders of 25% of the Bonds have requested the Trustees in writing to act and
offered them reasonable opportunity to act and indemnity satisfactory to the
Trustees against the costs, expenses and liabilities to be incurred thereby and
the Trustees shall have failed to act. Holders of a majority of the
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Bonds may direct the time, method and place of conducting any proceedings for
any remedy available to the Trustees, or exercising any trust or power conferred
upon the Trustees.
The Company must file an annual certificate with the Corporate Trustee as
to compliance with the provisions of the Mortgage and as to the absence of
default with respect to any of the covenants contained in the Mortgage.
DESCRIPTION OF NEW PREFERRED STOCK
GENERAL. The Articles of Incorporation provide for two classes of serial
preferred stock of the Company, the Preferred Stock, $100 Par Value ("$100
Preferred Stock"), and the Preferred Stock, $25 Par Value ("$25 Preferred
Stock") (the $100 Preferred Stock and the $25 Preferred Stock being herein
collectively referred to as the "Preferred Stock"). The $100 Preferred Stock
and the $25 Preferred Stock have the same rank and, except as to those
characteristics relating to par value, voting rights (including matters relating
to quorums and adjournments) and in certain other respects as to which there may
be variations among series, the shares of each series of Preferred Stock confer
equal rights upon the holders. The respects in which there may be variations as
among series consist of (a) the number of shares constituting each series and
the distinctive serial designation thereof, (b) the annual dividend rate, the
initial dividend payment date and the date from which dividends shall be
cumulative, (c) the amounts payable upon redemption, and (d) the terms and
amount of sinking fund requirements (if any) for the purchase or redemption of
shares of each series of Preferred Stock other than the first through tenth
series of the $100 Preferred Stock heretofore issued by the Company. When a new
series of Preferred Stock is created, the number of shares constituting such
series, its distinctive serial designation and its distinctive characteristics
(in those limited respects as to which there may be variations) are set by an
amendment to the Articles of Incorporation. The statements herein concerning the
Preferred Stock and the New Preferred Stock are summary in nature and do not
purport to be complete. Such statements do not attempt to relate or to give
effect to the applicable provisions of Louisiana statutory or decisional law and
are subject in all respects to the detailed provisions of the Articles of
Incorporation and to the articles of amendment to be adopted for each series of
New Preferred Stock. The Articles of Incorporation and the form of articles of
amendment are filed as exhibits to the Registration Statement of which this
Prospectus is a part.
FORM AND EXCHANGE. See "Book Entry Securities" below.
TERMS OF SPECIFIC SERIES OF THE NEW PREFERRED STOCK. A Prospectus
Supplement will describe the following terms of each series of New Preferred
Stock to be issued: (1) the designation of such series of New Preferred Stock;
(2) the par value of each share; (3) the number of shares of New Preferred Stock
in such series; (4) the purchase price and initial public offering price, if
any, of the shares of such series; (5) the dividend rate; (6) the initial
dividend payment date and the date from which dividends will be cumulative; (7)
the terms and conditions pursuant to which, and the prices at which, the Company
may redeem shares of such series; (8) the terms and amount of any sinking fund
requirements applicable to such series; and (9) any other terms of such series
of the New Preferred Stock, not inconsistent with the Articles of Incorporation.
DIVIDEND RIGHTS. Each series of the New Preferred Stock, PARI PASSU with
each other series of the Preferred Stock, shall be entitled, when and as
declared by the Board of Directors, in preference to the common stock, to
dividends at the rate stated in the title thereof, payable quarterly on February
1, May 1, August 1 and November 1 of each year.
VOTING RIGHTS. Except for that purpose only for which the right to vote is
expressly conferred upon the holders of the Preferred Stock by the Articles of
Incorporation, the holders of the Preferred Stock shall have no power to vote
and shall be entitled to no notice of any meeting of stockholders of the
Company.
If and when dividends payable on Preferred Stock of the Company shall be in
default in an amount equal to four full quarterly payments or more per share,
and thereafter until all dividends on
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any such Preferred Stock in default shall have been paid, the holders of all
Preferred Stock, voting separately as a class in such manner that the holders of
the $100 Preferred Stock shall have one vote per share and the holders of the
$25 Preferred Stock shall have one-quarter vote per share, shall be entitled to
elect the smallest number of directors necessary to constitute a majority of the
full Board of Directors of the Company, and the holders of the common stock,
voting separately as a class, shall be entitled to elect the remaining directors
of the Company.
RESTRICTIONS ON ISSUANCE OF STOCK, RESTRICTIONS ON ALTERING TERMS OF
PREFERRED STOCK. So long as any shares of the Preferred Stock are outstanding,
the Company shall not, without the consent (given by vote at a meeting called
for that purpose) of at least two-thirds of the total number of shares of the
Preferred Stock then outstanding (for purposes of this computation each share of
the $100 Preferred Stock shall count as one share, and each share of the $25
Preferred Stock shall count as one-quarter share):
(1) Issue any new stock which would rank prior to the Preferred Stock
or issue any security convertible into shares of any such stock except for
the purpose of providing funds for the redemption of all of the Preferred
Stock then outstanding; or
(2) Amend or alter any of the express terms of the Preferred Stock
then outstanding in a manner prejudicial to the holders thereof; the
increase or decrease in the authorized amount of the Preferred Stock or the
creation, or increase or decrease in the authorized amount, of any new
class of stock ranking on a parity with the Preferred Stock shall not, for
the purposes of this paragraph, be deemed to be prejudicial to the holders
of the Preferred Stock.
RESTRICTIONS ON MERGER, SALE OF ASSETS, ISSUE OF UNSECURED DEBT, SALE OF
ADDITIONAL PREFERRED STOCK. So long as any shares of the Preferred Stock are
outstanding, the Company shall not, without the consent (given by vote in a
meeting called for that purpose) of the holders of a majority of the total
number of shares of the Preferred Stock then outstanding (for purposes of this
computation each share of the $100 Preferred Stock shall count as one share, and
each share of the $25 Preferred Stock shall count as one-quarter share):
(1) Merge or consolidate with or into any other corporation, or sell
or otherwise dispose of all or substantially all of the assets of the
Company, without obtaining the prior approval of regulatory authority of
the United States under the provisions of the Holding Company Act; or
(2) Issue or assume any unsecured indebtedness for purposes other
than (i) the refunding of outstanding unsecured indebtedness theretofore
issued or assumed by the Company, (ii) the reacquisition, redemption or
other retirement of any indebtedness which has been authorized by
regulatory authority of the United States under the provisions of the
Holding Company Act, or (iii) the reacquisition, redemption or other
retirement of all outstanding shares of the Preferred Stock, or preferred
stock ranking prior to, or PARI PASSU with, the Preferred Stock, if
immediately after such issue or assumption, the total principal amount of
all unsecured indebtedness issued or assumed by the Company, including
unsecured indebtedness then to be issued or assumed (but excluding the
principal amount then outstanding of any unsecured indebtedness having a
maturity in excess of ten years and in amount not exceeding 10% of the
aggregate of (a) and (b) below) would exceed 10% of the aggregate of (a)
the total principal amount of all bonds or other securities representing
secured indebtedness issued or assumed by the Company and then to be
outstanding, and (b) the capital and surplus of the Company as then to be
stated on the books of account of the Company. When unsecured debt of a
maturity in excess of ten years shall become of a maturity of ten years or
less, it shall then be regarded as unsecured debt of a maturity of less
than ten years and shall be computed with such debt for the purpose of
determining the percentage ratio to the sum of (a) and (b) above of
unsecured debt of a maturity of less than ten years, and when provision
shall have been made, whether through a sinking fund or otherwise, for the
retirement, prior to its maturity, of unsecured debt of a maturity in
excess of ten years, the amount of any such security so required to be
retired in less than ten years shall be regarded as unsecured debt of a
maturity of less than ten years (and not as unsecured debt of a maturity in
excess of ten
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years) and shall be computed with such debt for the purpose of determining
the percentage ratio to the sum of (a) and (b) above of unsecured debt of a
maturity of less than ten years, provided, however, that the payment due
upon the maturity of unsecured debt having an original single maturity in
excess of ten years or the payment due upon the latest maturity of any
serial debt which had original maturities in excess of ten years shall not,
for purposes of this provision, be regarded as unsecured debt of a maturity
of less than ten years until such payment or payments shall be required to
be made within five years (provided that the words "five years" shall
read "three years" when none of the 4.96% Preferred Stock remains
outstanding); furthermore, when unsecured debt of a maturity of less than
ten years shall exceed 10% of the sum of (a) and (b) above, no additional
unsecured debt shall be issued or assumed (except for the purposes set
forth in (i), (ii) and (iii) above) until such ratio is reduced to 10% of
the sum of (a) and (b) above; or
(3) Issue, sell or otherwise dispose of any shares of the Preferred
Stock, or of any other class of stock ranking on a parity with the
Preferred Stock as to dividends or in liquidation, dissolution, winding up
or distribution, (a) so long as any of the 4.96% Preferred Stock remains
outstanding, unless the net income of the Company available for dividends
for a period of 12 consecutive calendar months within the 15 calendar
months immediately preceding the issuance, sale or disposition of such
stock, is at least equal to twice the annual dividend requirements on all
outstanding shares of the Preferred Stock and of all other classes of stock
ranking prior to or on a parity with the Preferred Stock, including the
shares proposed to be issued, and (b) so long as any Preferred Stock
remains outstanding, unless the gross income of the Company for such period
available for the payment of interest shall have been at least 1 1/2 times
the sum of the annual interest charges on all interest bearing indebtedness
of the Company and the annual dividend requirements on all outstanding
Preferred Stock and of all other classes of stock ranking prior to, or on a
parity with, the Preferred Stock including the shares proposed to be
issued, and (c) unless the aggregate of the capital of the Company
applicable to the common stock and the surplus of the Company shall be not
less than the aggregate amount payable on the involuntary dissolution,
liquidation or winding up of the Company in respect of all shares of the
Preferred Stock and all shares of stock, if any, ranking prior thereto, or
on a parity therewith, as to dividends or distributions, which will be
outstanding after the issue of the shares proposed to be issued.
LIQUIDATION RIGHTS. In the event of any voluntary liquidation, dissolution
or winding up of the Company, the Preferred Stock shall have a preference over
the common stock until an amount equal to the then current redemption price
shall have been paid. In the event of any involuntary liquidation, dissolution
or winding up of the Company, the Preferred Stock shall also have a preference
over the common stock until the par value thereof plus accumulated and unpaid
dividends thereon shall have been paid.
PRE-EMPTIVE OR OTHER SUBSCRIPTION RIGHTS. No holder of any stock of the
Company shall be entitled as of right to purchase or subscribe for any part of
any stock of the Company or of any additional stock of any class to be issued by
reason of any increase of the authorized capital stock of the Company.
LIABILITY TO FURTHER CALLS AND TO ASSESSMENT. All of the New Preferred
Stock will be validly issued and fully paid and non-assessable upon receipt by
the Company of the purchase price thereof.
LIMITATIONS ON PAYMENT OF COMMON STOCK DIVIDENDS. The Articles of
Incorporation in effect restrict the payment of dividends on common stock to 75%
of net income available for common stock dividends if the percentage of common
stock equity to total capitalization, as defined, is between 20% and 25%, and to
50% of such net income if such percentage is less than 20%. At any time when
common stock equity is 25% or more of total capitalization, the Company may not
declare dividends on the common stock which would reduce common stock equity
below 25% of total capitalization, except as hereinbefore provided. Certain
other limitations on payment of common stock dividends also exist in the
Articles of Incorporation.
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CERTAIN TERMS APPLICABLE TO REDEMPTION. In general, at any time when
dividends payable on any Preferred Stock are in default, the Company may not (1)
make any payment, or set aside funds for payment, into any sinking fund for the
purchase or redemption of any shares of the Preferred Stock, or (2) redeem,
purchase or otherwise acquire less than all of the shares of the Preferred
Stock, in either case unless approval is obtained under the Holding Company Act.
Any shares of the Preferred Stock that are redeemed, purchased or acquired shall
be retired and cancelled.
TRANSFER AGENT AND REGISTRAR. The transfer agent and registrar for the New
Preferred Stock is Mellon Securities Trust Company, New York, New York.
RATIOS OF EARNINGS TO FIXED CHARGES AND
RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED DIVIDENDS
The Company has calculated ratios of earnings to fixed charges and ratios
of earnings to fixed charges and preferred dividends pursuant to Item 503 of SEC
Regulation S-K as follows:
<TABLE>
<CAPTION>
TWELVE MONTHS ENDED
-----------------------------------------------------
DECEMBER 31,
---------------------------------------- JUNE 30,
1988 1989 1990 1991 1992 1993
<S> <C> <C> <C> <C> <C> <C>
Ratios of Earnings to Fixed Charges(a)...................... 1.71 1.79 2.32 2.40 2.79 2.85
Ratios of Earnings to Fixed Charges and Preferred
Dividends(a)(b)........................................... 1.32 1.39 1.87 1.95 2.18 2.24
</TABLE>
- ------------
(a) "Earnings", as defined by SEC Regulation S-K, represent the aggregate of
(1) net income, (2) taxes based on income, (3) investment tax credit
adjustments -- net and (4) fixed charges. "Fixed Charges" include interest
(whether expensed or capitalized), related amortization and interest
applicable to rentals charged to operating expenses.
(b) "Preferred Dividends", as defined by SEC Regulation S-K, are computed by
dividing the preferred dividend requirement by one hundred percent (100%)
minus the effective income tax rate.
EXPERTS AND LEGALITY
The financial statements and the related financial statement schedules
incorporated in this Prospectus by reference from the Company's Annual Report on
Form 10-K have been audited by Deloitte & Touche, independent auditors, as
stated in their reports, which are incorporated by reference herein, and have
been so incorporated in reliance upon the reports of such firm given upon their
authority as experts in auditing and accounting.
With respect to the unaudited interim financial information incorporated
herein by reference, Deloitte & Touche have applied limited procedures in
accordance with professional standards for a review of such information.
However, as stated in their reports included in the Company's Quarterly Reports
on Form 10-Q, and incorporated by reference herein, they did not audit and do
not express an opinion on that interim financial information. Accordingly, the
degree of reliance on their reports on such information should be restricted in
light of the limited nature of the review procedures applied. Deloitte & Touche
are not subject to the liability provisions of Section 11 of the Securities Act
of 1933 for their reports on the unaudited interim financial information because
those reports are not "reports" or "parts" of the Registration Statement
prepared or certified by an accountant within the meaning of Sections 7 and 11
thereof.
The statements at the date of this Prospectus as to matters of law and
legal conclusions made under "Description of New Bonds" and "Description of
New Preferred Stock" have been reviewed by Monroe & Lemann (A Professional
Corporation), General Counsel for the Company, and, except as to "Security"
under "Description of New Bonds", by Reid & Priest, and are set forth herein
in reliance upon the opinions of said firms, respectively, and upon their
authority as experts. The statements made in the Incorporated Documents at the
date of this Prospectus as to matters of law and legal conclusions, based on the
belief or opinion of the Company or otherwise, pertaining to titles to
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properties, franchises and other operating rights of the Company, regulations to
which the Company is subject and any legal proceedings to which the Company is a
party, are made on the authority of Monroe & Lemann (A Professional
Corporation), and such statements are included in such documents and herein in
reliance upon their authority as experts.
The legality of the New Bonds and the New Preferred Stock will be passed
upon for the Company by Monroe & Lemann (A Professional Corporation), 201 St.
Charles Avenue, Suite 3300, New Orleans, Louisiana, and Reid & Priest, 40 West
57th Street, New York, New York, and for the underwriter(s), dealer(s), agent(s)
or purchaser(s) by Winthrop, Stimson, Putnam & Roberts, One Battery Park Plaza,
New York, New York. However, all legal matters pertaining to the organization of
the Company, titles to property, franchises and the lien of the Mortgage and all
matters of Louisiana law will be passed upon only by Monroe & Lemann (A
Professional Corporation).
PLAN OF DISTRIBUTION
The Company may sell the New Bonds and the New Preferred Stock in one or
more sales in any of three ways: (i) through one or more underwriters or
dealers; (ii) directly to a limited number of purchasers or to a single
purchaser; or (iii) through one or more agents. The Prospectus Supplement
relating to a series of the New Bonds ("Offered Bonds") or to a series of the
New Preferred Stock ("Offered Stock") will set forth the terms of the
offering, as applicable, of the Offered Bonds or the Offered Stock, including
the name or names of any underwriters, dealers or agents, the purchase price of
such Offered Bonds or Offered Stock and the proceeds to the Company from such
sale, any underwriting discounts and other items constituting underwriters'
compensation, any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers. Any initial public offering price and
any discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time.
If underwriters are used in the sale, the Offered Bonds or Offered Stock
will be purchased by the underwriters for their own account and may be resold
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of the sale. The underwriter or underwriters with respect to a
particular underwritten offering of Offered Bonds or Offered Stock will be named
in the Prospectus Supplement relating to such offering and, if an underwriting
syndicate is used, the managing underwriter or underwriters will be set forth on
the cover page of such Prospectus Supplement. Unless otherwise set forth in the
Prospectus Supplement, the obligations of the underwriters to purchase the
Offered Bonds or Offered Stock will be subject to certain conditions precedent,
and the underwriters will be obligated to purchase all such Offered Bonds or
Offered Stock if any are purchased; provided that the agreement between the
Company and the underwriter or underwriters providing for the sale of the
Offered Bonds or Offered Stock may provide that under certain circumstances
involving a default of underwriters, less than all of the Offered Bonds or
Offered Stock may be purchased.
Offered Bonds or Offered Stock may be sold directly by the Company or
through agents designated by the Company from time to time. The Prospectus
Supplement will set forth the name of any agent involved in the offer or sale of
the Offered Bonds or Offered Stock in respect of which the Prospectus Supplement
is delivered as well as any commissions payable by the Company to such agent.
Unless otherwise indicated in the Prospectus Supplement, any such agent will be
acting on a best efforts basis for the period of its appointment.
If so indicated in the Prospectus Supplement, the Company will authorize
agents, underwriters or dealers to solicit offers by certain specified
institutions to purchase Offered Bonds or Offered Stock from the Company at the
public offering price set forth in the Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in the
future. Such contracts will be subject to those conditions set forth in the
Prospectus Supplement, and the Prospectus Supplement will set forth the
commission payable for solicitation of such contracts.
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Each Prospectus Supplement relating to a particular offering of Offered
Bonds or Offered Stock will contain a statement (i) as to whether or not the
Company is able to predict the existence of a secondary market for such
securities and, if such existence is predicted, as to the extent of such
secondary market, and (ii) if such securities are to be purchased by an
underwriter or underwriters, as to whether or not such underwriter or
underwriters intend to make a market in such securities.
Subject to certain conditions, the Company may agree to indemnify any
underwriters, dealers, agents or purchasers, and any insurer providing an
insurance policy for the payment of principal of and/or interest on New Bonds,
and their controlling persons against certain civil liabilities, including
liabilities under the Securities Act of 1933.
BOOK ENTRY SECURITIES
Unless otherwise indicated in a Prospectus Supplement, the New Preferred
Stock and the New Bonds will be issued in the form of one or more fully
registered stock certificates or bonds, as the case may be, that will be
deposited with, or on behalf of, The Depository Trust Company, New York, New
York ("DTC"), or such other depository as may be subsequently designated, and
registered in the name of Cede & Co., as nominee for DTC.
So long as DTC, or its nominee, is the owner of the New Preferred Stock or
the New Bonds, DTC or such nominee, as the case may be, will be considered the
sole registered holder of the New Preferred Stock or the New Bonds for all
purposes under the Articles of Incorporation or Mortgage. Payments of redemption
price and dividends on the New Preferred Stock and payments of principal of and
premium, if any, and interest on the New Bonds will be made to DTC, or its
nominee, as the case may be, as the holder of the New Preferred Stock or the New
Bonds. Except as set forth below, owners of beneficial interests in the New
Preferred Stock or the New Bonds will not be entitled to have any of the
individual New Preferred Stock or New Bonds registered in their names, will not
receive or be entitled to receive physical delivery of any such New Preferred
Stock or New Bonds and will not be considered the holders thereof under the
Articles of Incorporation or Mortgage.
If DTC is at any time unwilling or unable to continue as depository and a
successor depository is not appointed, the Company will issue certificates for
New Preferred Stock or individual registered New Bonds in exchange for the New
Preferred Stock or New Bonds held by DTC. In addition, the Company may at any
time and in its sole discretion determine not to have the New Preferred Stock or
New Bonds held by DTC and, in such event, will issue New Preferred Stock
certificates or individual registered New Bonds in exchange for the New
Preferred Stock or New Bonds held by DTC. In any such instance, an owner of a
beneficial interest in the New Preferred Stock or the New Bonds will be entitled
to physical delivery of New Preferred Stock certificates or individual New Bonds
equal in par value or principal amount to its beneficial interest and to have
such New Preferred Stock or New Bonds registered in its name. Individual New
Bonds so issued will be issued as registered New Bonds in denominations of
$1,000 or any multiple thereof.
Upon the issuance of the New Preferred Stock or the New Bonds, DTC will
credit, on its book-entry registration and transfer system, the respective par
values or principal amounts of beneficial interests to the accounts of
institutions that have accounts with DTC ("Participants"). The accounts to be
credited will initially be designated by any Underwriter or the Company.
Ownership of beneficial interests in the New Preferred Stock or the New Bonds
will be limited to Participants or persons that may hold interests through
Participants. Ownership of beneficial interests in the New Preferred Stock or
the New Bonds will be shown on, and the transfer of that ownership will be
effected only through, records maintained by DTC (with respect to the
Participants' interests) or by Participants or persons that hold through
Participants (with respect to persons other than Participants). The laws of some
states require that certain purchasers of securities take physical delivery of
such securities. Such limits and such laws may impair the ability to transfer
beneficial interests in the New Preferred Stock or the New Bonds.
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Upon receipt of any payment of the redemption price or dividends in respect
to the New Preferred Stock or any payment of principal, premium or interest in
respect of the New Bonds, DTC's current practice is to credit immediately
Participants' accounts with payments in amounts proportionate to their
respective beneficial interests in the par value of such New Preferred Stock or
the principal amount of such New Bonds as shown on the records of DTC. Payments
by Participants to owners of beneficial interests in the New Preferred Stock or
the New Bonds will be governed by standing instructions and customary practices,
as is now the case with securities held for the accounts of customers in bearer
form or registered in "street name," and will be the responsibility of such
Participants, subject to any statutory or regulatory requirements that may be in
effect from time to time. Conveyance of notices and other communications by DTC
to Participants and by Participants to other beneficial owners will be governed
by arrangements among them, subject to any statutory and regulatory requirements
as may be in effect from time to time.
Each purchaser of New Preferred Stock or New Bonds must rely on (1) the
procedures of DTC, and, if such purchaser is not a Participant, the procedures
of the Participant through which such purchaser holds its beneficial interest,
to receive payments and notices, and (2) the records of DTC and, if such
purchaser is not a Participant, the records of the Participant through which
such purchaser holds its beneficial interest, to evidence its beneficial
ownership of New Preferred Stock or New Bonds.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law,
a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commerical Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities of its Participants and facilitates the
clearance and settlement of securities transactions among its Participants in
such securities through electronic book-entry changes in accounts of the
Participants, thereby eliminating the need for physical movement of securities
certificates. DTC's Participants include securities brokers and dealers
(including any Underwriter of the New Preferred Stock or New Bonds), banks,
trust companies, clearing corporations, and certain other organizations, some of
whom (and/or their representatives) own DTC. Access to DTC's book-entry system
is also available to others, such as banks, brokers, dealers and trust companies
that clear through or maintain a custodial relationship with a Participant,
either directly or indirectly. The rules applicable to DTC and its Participants
are on file with the Securities and Exchange Commission.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources (including DTC) that the Company believes to be
reliable, but the Company takes no responsibility for the accuracy thereof.
Neither the Company, the Transfer Agent and Registrar, the Trustees, any
Underwriter nor any agent for payment on or registration of transfer or exchange
of such New Preferred Stock or New Bonds will have any responsibility or
liability for any of the records relating to or payments made on account of
beneficial interests in any of the New Preferred Stock or the New Bonds or for
maintaining, supervising or reviewing any records relating to such beneficial
interests.
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$75,000,000
ENTERGY LOUISIANA, INC.
FIRST MORTGAGE BONDS, 5.80% SERIES
DUE MARCH 1, 2002
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PROSPECTUS SUPPLEMENT
MARCH 24, 1999
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SALOMON SMITH BARNEY
PRUDENTIAL SECURITIES
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