SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM U5S
ANNUAL REPORT
For the Year Ended December 31, 1994
Filed Pursuant to the
Public Utility Holding Company Act of 1935
by
ENTERGY CORPORATION
639 Loyola Avenue
New Orleans, Louisiana 70113
<PAGE>
TABLE OF CONTENTS
PAGE
ITEM TITLE NUMBER
1 System Companies and Investments Therein
as of December 31, 1994 1
2 Acquisitions or Sales of Utility Assets 5
3 Issue, Sale, Pledge, Guarantee or Assumption
of System Securities 5
4 Acquisition, Redemption or Retirement of
System Securities 6
5 Investments in Securities of Non-System Companies 8
6 Officers and Directors 10
7 Contributions and Public Relations 41
8 Service, Sales and Construction Contracts 44
9 Wholesale Generators and Foreign Utility Companies 46
10 Financial Statements and Exhibits 48
Signature 67
<PAGE>
<TABLE>
<CAPTION>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1994
% of Issuer Owner's
Name of Company (1) Number of Voting Book Book
Common
(and abbreviations used herein) Shares Owned Power Value Value
(000s) (000s)
<S> <C> <C> <C> <C>
Entergy Corporation (2,6)
Arkansas Power & Light Company (AP&L) (2,3,4) 46,980,196 100 $1,083,113 $1,083,113
The Arklahoma Corporation (ARKCO) (4) 170 34 $ 214 $ 214
Louisiana Power & Light Company (LP&L) (2,3) 165,173,180 100 $1,196,953 $1,196,953
Mississippi Power & Light Company (MP&L) (2,3) 8,666,357 100 $ 429,575 $ 429,575
Jackson Gas Light Company (5) 360 100 $ - $ -
Jackson Light and Traction Company (5) 75 100 $ - $ -
The Light, Heat and Water Company of Jackson,
Mississippi (5) 75 100 $ - $ -
New Orleans Public Service Inc. (NOPSI) (2,3) 8,435,900 100 $ 148,831 $ 148,831
System Energy Resources, Inc. (System Energy) (2) 789,350 100 $ 875,038 $ 875,038
Entergy Services, Inc. (Entergy Services) (2) 2,000 100 $ 20 $ 20
Entergy Enterprises, Inc.
(Entergy Enterprises) 54,400 100 $ 22,191 $ 22,191
Entergy Systems and Service, Inc. 13,500 100 $ (2,747) $ (2,747)
Entergy Operations, Inc.
(EOI or Entergy Operations) (2) 1,000 100 $ 1,000 $ 1,000
Entergy Power, Inc. (EPI or Entergy Power) (6) 1,000 100 $ (67,099) $ (67,099)
Entergy S. A. 29,999 100 $ 13,250 $ 13,250
Entergy Argentina S. A. 29,999 100 $ 17,119 $ 17,119
Entergy Argentina S. A., Ltd. 99 100 $ 41,102 $ 41,102
Entergy Power Development Corporation
(Entergy Power Development) (7) 86,000 100 $ 79,761 $ 79,761
Entergy Richmond Power Corporation
(Entergy Richmond Power) (7) 13,500 100 $ 12,360 $ 12,360
Entergy Pakistan, Ltd. (7,8) 500 100 $ 50,072 $ 50,072
Entergy Power Asia, Ltd. (7) 5,000 100 $ 5,008 $ 5,008
Entergy Transener S.A. (7) 11,999 100 $ 22,740 $ 22,740
Gulf States Utilities Company (GSU) (2) 100 100 $1,531,017 $2,018,972
Varibus Corporation (Varibus) 100,000 100 $ 20,153 $ 20,153
Prudential Oil and Gas, Inc. (POG) 11,537 100 $ 4,415 $ 4,415
Southern Gulf Railway Company 1,000 100 $ (40) $ (40)
(Southern Gulf)
GSG&T Inc. (GSG&T) 25,000 100 $ 6,442 $ 6,442
</TABLE>
NOTES
(1) Pursuant to the General Instructions to Form U5S, the companies
listed in the table, together with System Fuels, Inc. (SFI or
System Fuels), are collectively defined herein as "System
Companies" and individually as a "System Company".
(2) During 1994, Entergy Corporation, Entergy Services, AP&L, GSU,
LP&L, MP&L, NOPSI, System Fuels, System Energy and Entergy
Operations participated in a joint money pool arrangement whereby
those companies with available funds made short-term loans to
certain other companies in the Entergy System having short-term
borrowing requirements. As of December 31, 1994, Entergy
Corporation, Entergy Services, AP&L, GSU, LP&L, MP&L, NOPSI,
System Fuels, System Energy and Entergy Operations had total
investments/(borrowings) in the money pool in the amounts of
$11,039,000, $3,813,000, $4,713,000, $5,085,000, ($7,954,000),
$276,000, $2,472,000, ($12,590,000), $5,489,000 and ($12,343,000),
respectively. The unborrowed balance in the money pool amounted
to $504,583,000 as of December 31, 1994, and was invested in high
quality commercial paper and certificates of deposit.
(3) The percentage ownership of System Fuels' common stock is held as
follows: 35% by AP&L, 33% by LP&L, 19% by MP&L and 13% by NOPSI.
The numbers of common shares owned and the book values to both the
issuer and owners are as follows: AP&L, 70 shares -$7,000; LP&L,
66 shares - $6,600; MP&L, 38 shares - $3,800; and NOPSI, 26 shares
- $2,600. Under a loan agreement, System Fuels had borrowings
outstanding from its parent companies to finance its fuel supply
business. As of December 31, 1994, loans to System Fuels from its
parent companies were as follows: AP&L, $10,994,000; LP&L,
$14,223,000; MP&L, $5,527,000; and NOPSI, $3,256,000. The loans
bear interest at rates approximating the prime rate with a
maturity date of December 31, 2008.
(4) The Capital Stock of ARKCO is owned in the proportions of 34%, 34%
and 32%, respectively, by AP&L, Oklahoma Gas and Electric Company
and Southwestern Electric Power Company. ARKCO owns an electric
transmission line that is leased to these three companies.
Information covering ARKCO is included herein pursuant to the
instructions for Form U5S. AP&L is exempted from holding company
status under the Public Utility Holding Company Act of 1935
("Act") (except with regard to section 9(a)(2) of the Act)
pursuant to the provisions of Reg. 250.2(a)(2).
(5) Inactive companies held to preserve franchises.
(6) At December 31, 1994, Entergy Corporation held 1,000 shares of
Entergy Power's Common Stock with an aggregate par value of
$5,000.00. As of this date, Entergy Power had an accumulated
deficit in Retained Earnings of $67.1 million. Entergy Power had
outstanding borrowings of $221.5 million under a loan agreement
with Entergy Corporation.
(7) See Items 5 and 9 and Exhibits H and I for information regarding
direct and indirect holdings in Exempt Wholesale Generators and
Foreign Utility Companies.
(8) In 1994, Entergy Corporation, through a new subsidiary, Entergy
Pakistan, Ltd. (a Delaware corporation), acquired a 10% interest
in the Hub River steam electric generating facility under
development in Pakistan. Entergy Corporation's initial investment
to acquire its 10% interest in the consortium was $50.2 million.
(9) In August 1994, Entergy Power Asia, Ltd., (a Cayman Islands
corporation) was organized to negotiate in China for participation
in two power generation projects, Datong and Taishan, which are
expected to receive final approval in 1995 or 1996. To date,
Entergy Corporation has made no investment in these projects;
however Entergy Corporation's share of these projects may total
approximately $115 million. Entergy Power Development
Corporation's initial investment to acquire it's 100% interest in
Entergy Power Asia, Ltd., was approximately $5.0 million.
(10) In August 1994, Entergy Yacyreta I, Inc. was formed as a wholly
owned subsidiary of Entergy Corporation. The company has not been
capitalized and is currently inactive. Accordingly, no financial
information exists as of December 31, 1994.
(11) Entergy Corporation owns, indirectly through Entergy Power
Development Corporation, 100% of the outstanding capital stock of
Entergy Edegel, Entergy Crown Vista I, Entergy Crown Vista III and
Entergy Crown Vista IV. These companies are minimally capitalized.
Accordingly, no financial information for such companies is
provided under Item 1.
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS
All acquisitions or sales of utility assets for the year ended December 31,
1994 have been previously reported on Rule 24 Certificates.
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES
On June 22, 1994, AP&L issued and sold, pursuant to the exemptive
provisions of Rule 52, two new series of First Mortgage Bonds; Series #1,
$19,500,000, due December 1, 2016 and Series #2 $9,200,000 due June 1, 2018.
Reference is made to the Certificate of Notification on Form U-6B-2, dated June
30, 1994, filed by AP&L with the Securities and Exchange Commission with
respect to this transaction.
On September 14,1994 Entergy Transener S.A. issued and sold a letter of
credit to First National Bank of Boston, issued from the Bank of America, in
the amount of $4,150,000, expiring July 14, 1995.
On September 9 1994 Entergy Power Development issued and sold a letter of
credit to the Bank of American, Jakarta, Indonesia, issued from the First
Commercial Bank. Little Rock, Arkansas, in the amount of $300,000, expiring
March 31, 1995.
<PAGE>
<TABLE>
<CAPTION>
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES
Calendar Year 1994
Name of Number of
Company Shares
Acquiring, of Holding
Name of Issuer Redeeming Principal Company Act
and Security or Retiring Amount Exemption or
Groups Securities Acquired Redeemed Retired Consideration Release Number
<S> <C> <C> <C> <C> <C> <C>
ENTERGY CORPORATION
Common Stock ENTERGY
CORPORATION 4,035,000* - - $119,485,925
AP&L
Long-Term Debt,
including First
Mortgage Bonds** AP&L - - $30,970,000 $31,030,500 See Exhibit F
Preferred Stock** AP&L - 325,000 - $11,500,000 See Exhibit F
GSU
Long-Term Debt,
including First
Mortgage Bonds** GSU - - $102,425,000 $105,485,000 See Exhibit F
Preferred Stock** GSU - 60,667 - $6,066,700 See Exhibit F
LP&L
Long-Term Debt,
including First
Mortgage Bonds** LP&L - - $25,321,650 $25,321,650 See Exhibit F
Preferred Stock** LP&L - 601,537 - $15,038,425 See Exhibit F
MP&L
Long-Term Debt,
including First
Mortgage Bonds** MP&L - - $64,045,000 $64,045,000 See Exhibit F
Preferred Stock** MP&L - 150,000 - $15,000,000 See Exhibit F
NOPSI
Long-Term Debt,
including First
Mortgage Bonds** NOPSI - - $15,000,000 $15,000,000 See Exhibit F
Preferred Stock NOPSI - 15,000 - $1,500,000 See Exhibit F
SYSTEM ENERGY
Long-Term Debt,
including First
Mortgage Bonds** SYSTEM ENERGY - - $260,000,000 $260,000,000 See Exhibit F
ENTERGY ENTERPRISES
Common Stock ENTERGY
CORPORATION 10,850 - - $10,850,000
ENTERGY POWER
DEVELOPMENT
CORPORATION
Common Stock ENTERGY 6,100 - - $61,000,000
CORPORATION
ENTERGY PAKISTAN,
LTD.
Common Stock ENTERGY POWER
DEVELOPMENT
CORPORATION 50,000 - - $50,000,000
ENTERGY POWER
ASIA, LTD.
Common Stock ENTERGY POWER
DEVELOPMENT
CORPORATION 5,000 - - $5,000,000
ENTERGY ARGENTINA
S.A., LTD
Common Stock ENTERGY 99 - - $99
CORPORATION
E. P. EDEGEL
Common Stock ENTERGY POWER
DEVELOPMENT
CORPORATION 1 - - $100
E. P. EDEGEL
Common Stock ENTERGY POWER
DEVELOPMENT
CORPORATION 1 - $100 -
</TABLE>
* 1,230,000 of these treasury shares were retired (returned to authorized
but unissued status.)
**See annexed schedules (Pages 62-66 - Exhibit F) which identify the amount
acquired, redeemed or retired for each series or issue.
<PAGE>
ITEM 5. INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES
(1) Investments In Persons (Not Exceeding $100,000) Operating Within
Retail Service Area of Owner
<TABLE>
<CAPTION>
Amount of
Name of Owner Number of Persons and Description Investment
<S> <C> <C>
AP&L Three: an industrial park association,
a machinery company and a development corporation $ 3,001
LP&L Thirty-four: twenty-nine country clubs,
a board of trade, a baseball club, a restaurant, a
development corporation and a toy store 12,338
MP&L Three: two industrial parks, and an oil and gas and
fertilizer company 20,167
----------
Total $ 35,506
==========
</TABLE>
<TABLE>
<CAPTION>
(2) Other Investments
Name of Issuer Number % of Carrying
and a Description Security of Shares Voting Value to
Name of Owner of the Issuer's Business Owned Owned Power Owner
<S> <C> <C> <C> <C> <C>
AP&L Capital Avenue Development 70.063%
Company (limited partnership limited
engaged in the business of partnership
constructing, owning, interest - - $176,050
maintaining, operating and
leasing a 40-story
commercial office building)
Entergy First Pacific Networks Inc. Common Stock,
Enterprises, Inc. (A communications company, ($.001 Par) 1,715,235 7.9 6,688,706
developing jointly with
Entergy, utility applications
of patented communication
technology)
Entergy Systems and Service Common Stock,
Systems and International, Inc. (SASI) (No Par) 947 9.95 2,316,996
Service, Inc. (A manufacturer of efficient Notes
lighting products) Receivable - - 2,700,000
Entergy S.A. Argelec S. A. 10% 3,000 9.95 3,009
(Consortium of non- Interest
affiliated companies which
independently acquired a 60%
interest in Central Costanera
S.A.)
Entergy S.A. Central Costanera S. A. 6% 8,081,160 6 10,524,005
(Owner of a 1,260 mw Interest
fossil-fuel steam electric
generating facility located
in Buenos Aires, Argentina)
Entergy Richmond Richmond Power 1% general - - 10,937,690
Power Corporation Enterprises LP partnership
(limited partnership engaged interest
in owning and operating an 49% limited
independent power plant) partnership
interest
Entergy Citelec S. A. 15% interest 19,800,000 15 18,513,581
Transener S. A. (Consortium of non-
affiliated companies which
acquired a 65% interest in
Transener SA's high voltage
transmission system)
Entergy Distrilec S. A. - Edesur 10% interest 9,911,200 10 17,119,100
Argentina S. A. Stock(Consortium of non-
affiliated companies which
acquired a 51% interest in
Edesur SA's distribution
system for the southern half
of the city of Buenos Aires,
Argentina)
Entergy Argentina Distrilec S. A. - Edesur Debt 10% interest 9,911,200 10 41,102,102
S. A., Ltd. (Consortium of non-
affiliated companies which
acquired a 51% interest in
Edesur SA's distribution
system for the southern half
of the city of Buenos Aires,
Argentina)
Entergy Hub River Power Company, Ltd. 10% interest 115,473,441 10 50,531,000
Pakistan, Ltd. (Owner of a 4 unit, 1,300 MW
oil-fired steam electric
generating facility located
near Karachi, Pakistan at the
mouth of the Hub River)
Entergy Power Hub River Power Company, Ltd. .05% interest 20,000 .05 216,500
Asia, Ltd. (Owner of a 4 unit, 1,300 MW
oil-fired steam electric
generating facility located
near Karachi, Pakistan at the
mouth of the Hub River)
------------
Total $160,828,739
============
</TABLE>
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS
ITEM 6. Part I - Names, Addresses, and Positions Held
EC = Entergy Corporation
AP&L = Arkansas Power & Light Company
GSU = Gulf States Utilities Company
LP&L = Louisiana Power & Light Company
MP&L = Mississippi Power & Light Company
NOPSI = New Orleans Public Service Inc.
SERI = System Energy Resources, Inc.
ESI = Entergy Services, Inc.
SFI = System Fuels, Inc.
EOI = Entergy Operations, Inc.
EEI = Entergy Enterprises, Inc.
<TABLE>
<CAPTION>
As of December 31, 1994 EC AP&L GSU LP&L MP&L NOPSI SERI ESI SFI EOI EEI
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Cecil L. Alexander VP
P.O. Box 551
Little Rock, AR 72203
R. P. Barkhurst VP
P.O. Box B
Killona, LA 70066
Michael B. Bemis EVP EVP EVP EVP EVP EVP D
P.O. Box 551 D D D D
Little Rock, AR 72203
Joseph L. Blount S S
1340 Echelon Parkway
Jackson, MS 39213
W. F. Blount D D
Telstra Communication
Level 15 OTC House
231 Elizabeth
Sydney, NSW 2000
Australia
S. M. Henry Brown, Jr. VP VP
1776 Eye St. N.W.
Suite 275
Washington, D.C. 20006
James D. Bruno VP VP VP
4809 Jefferson Highway
Jefferson, LA 70121
Amery J. Champagne VP CEO
P.O. Box 2951 P
Beaumont, TX 77704 D
William E. Colston VP VP VP
446 North Blvd.
Baton Rouge, LA 70802
John A. Cooper, Jr. D
1801 Forest Hills Blvd.
Bella Vista,
AR 72714-2399
John J. Cordaro P P
639 Loyola Avenue D D
New Orleans, LA 70113
Bill F. Cossar VP
P.O. Box 1640
Jackson, MS 39215-1640
S. G. Cunningham, Jr. VP
639 Loyola Avenue
New Orleans, LA 70113
Robert J. Cushman VP
Three Financial Centre
900 S. Shackleford
#210
Little Rock, AR 72211
J. G. Dewease VP
1340 Echelon Parkway
Jackson, MS 39213
Johnny D. Ervin VP
P.O. Box 1640
Jackson, MS 39215-1640
Lucie J. Fjeldstad D
116 South Lake Drive
Stamford, CT 06903
Lawrence S. Folks VP
18401 Von Karman Ave.
Suite 330
Irvine, CA 92715
Kent R. Foster VP D
P.O. Box 8082
Little Rock, AR 72203
Dr. Norman C. Francis D
7325 Palmetto Street
New Orleans, LA 70125
Frank F. Gallaher EVP P EVP EVP EVP EVP COB
350 Pine Street D D
Beaumont, TX 77701
Richard C. Guthrie VP VP
639 Loyola Avenue
New Orleans, LA 70113
David C. Harlan VP
639 Loyola Avenue
New Orleans, LA 70113
Jack Harrington VP
639 Loyola Avenue
New Orleans, LA 70113
Calvin J. Hebert VP
P.O. Box 2951
Beaumont, TX 77704
J. M. Hendrie D
50 Bellport Lane
Bellport, NY 11713
Donald C. Hintz EVP EVP EVP EVP D CEO D D CEO
1340 Echelon Parkway CNO D D D P P
Jackson, MS 39213 D D
Kaneaster Hodges, Jr. D D
P.O. Box 338
Little Rock, AR 72112
C. Randy Hutchinson VP
P.O. Box 756
Port Gibson, MS 39150
Jerry D. Jackson EVP EVP EVP EVP EVP EVP D EVP
639 Loyola Avenue D S D D D D
New Orleans, LA 70113 D
Karen Johnson VP
919 Congress Ave.
Suite 740
Austin, TX 78701
Harold W. Keiser EVP
1340 Echelon Parkway COO
Jackson, MS 39213
R. Drake Keith P
P.O. Box 551 D
Little Rock, AR 72203
Charles L. Kelly VP VP
639 Loyola Avenue
New Orleans, LA 70113
J. F. Kenney VP
425 W. Capitol
Little Rock, AR 72203
Richard J. Landy VP VP VP VP VP VP VP
639 Loyola Avenue
New Orleans, LA 70113
Robert v.d. Luft D D
DuPont
17235 Brandywine
Wilmington, DE 19898
Edwin Lupberger COB COB COB COB COB COB COB COB COB COB
639 Loyola Avenue CEO CEO CEO CEO CEO CEO CEO P
New Orleans, LA 70113 P
John R. Marshall VP
P.O. Box 551
Little Rock, AR 72203
Jerry L. Maulden P VC VC VC VC VC D VC D
P.O. Box 8082 COO COO COO COO COO COO
Little Rock, AR 72203
J. R. McGaha VP
P.O. Box 220
St. Francisville,
LA 70775
Gerald D. McInvale SVP SVP SVP SVP SVP SVP SVP SVP SVP SVP SVP
639 Loyola Avenue CFO CFO CFO CFO CFO CFO CFO CFO CFO CFO CFO
New Orleans, LA 70113 D T
D
ACOO
Adm. Kinnaird R. McKee D D
214 S. Morris Street
Oxford, MD 21654
Donald E. Meiners P
308 East Pearl Street D
Jackson, MS 39201
Paul W. Murrill D D
206 Sunset Blvd.
Baton Rouge, LA 70808
James R. Nichols D
50 Congress Street
Suite 832
Boston, MA 02109
Michael R. Niggli SVP SVP SVP SVP SVP SVP
P.O. Box 8082
Little Rock, AR 72203
Kenneth W. Oberg VP
37/F LIPPO Tower,
Suite 08-11
LIPPO Centre
89 Queensway Central, Hong Kong
Terry L. Ogletree EVP
900 S. Shackleford Rd. D
Suite 210
Little Rock, AR 72211
Eugene H. Owen D
8755 Goodwood Blvd.
Baton Rouge, LA 70806
Daniel F. Packer VP
639 Loyola Avenue
New Orleans, LA 70113
J. N. Palmer, Sr. D D
P.O. Box 2469
Jackson, MS 39225-2469
James S. Pilgrim VP
900 South Louisiana
Little Rock, AR 72201
Robert D. Pugh D
P.O. Box 159
Portland, AR 71663
Lee W. Randall VP VP VP VP VP VP VP VP VP
639 Loyola Avenue CAO CAO CAO CAO CAO CAO CAO CAO CAO
New Orleans, LA 70113
Jim R. Rider VP
P.O. Box 61000
New Orleans, LA 70113
J. Michael Russ VP
P.O. Box 551
Little Rock, AR 72203
George P. Schaefer VP
900 S. Shackleford Rd.
Suite 210
Little Rock, AR 72211
Christopher T. Screen S S
639 Loyola Avenue
New Orleans, LA 70113
H. Duke Shackelford D
P.O. Box 168
Bonita, LA 71223
Wm. Clifford Smith D
P.O. Box 2266
Houma, LA 70361
Bismark Steinhagen D
Steinhagen Oil Company
P.O. Box 20037
Beaumont, TX 77720
Michael G. Thompson SVP S S S S S SVP SVP
639 Loyola Avenue CLO CLO CLO
New Orleans, LA 70113 S S
F. W. Titus VP
1340 Echelon Parkway
Jackson, MS 39213
Dennis W. Walsh VP
639 Loyola Avenue CIO
New Orleans, LA 70113
C. Hiram Walters VP VP VP
P.O. Box 35803
West Monroe, LA 71294
Thomas J. Wright VP
3838 N. Causeway Blvd.
Metairie, LA 70002
Jerry W. Yelverton VP
Route 3, Box 137G
Russellville, AR 72801
</TABLE>
COB = Chairman of Board CAO = Chief Accounting Officer
P = President CAdO = Chief Administrative Officer
SVP = Senior Vice President CEO = Chief Executive Officer
EVP = Executive Vice President CFO = Chief Financial Officer
VC = Vice Chairman CIO = Chief Information Officer
VP = Vice President CLO = Chief Legal Officer
T = Treasurer CNO = Chief Nuclear Officer
S = Secretary COO = Chief Operating Officer
D = Director ACOO = Acting Chief Operating Officer
<PAGE>
EPI = Entergy Power, Inc.
EPD = Entergy Power Development Corporation
ERP = Entergy Richmond Power Corporation
ESSI = Entergy Systems and Service, Inc.
ESA = Entergy, S.A.
EASA = Entergy Argentina, S.A.
ETSA = Entergy Transener, S.A.
VARI = Varibus Corporation
PRUD = Prudential Oil & Gas, Inc.
SGRC = Southern Gulf Railway Company
GSGT = GSG&T, Inc.
EPAT = Entergy Power Asia, Ltd.
EPL = Entergy Pakistan, Ltd.
EDEG = EP EDEGEL, Inc.
<TABLE>
<CAPTION>
As of December 31, 1994 EPI EPD ERP ESSI ESA EASA ETSA VARI PRUD SGRC GSGT EPAT EPL EDEG
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Michael B. Bemis D D D D
P.O. Box 551
Little Rock, AR 72203
Amery J. Champagne CEO CEO CEO CEO
P.O. Box 2951 P P P P
Beaumont, TX 77704 D D D D
Robert J. Cushman VP VVP VP VP VP
Three Financial Centre
900 S. Shackleford
#210
Little Rock, AR 72211
M. Noel C. DeSalvat AD AD AD
Alsina 495 14 Floor
1087 Buenos Aires
ARGENTINA
Michael R. Farien T
4740 Shelby Drive
Suite 105
Memphis, TN 38118
Lawrence S. Folks VVP
18401 Von Karman Ave.
Suite 330
Irvine, CA 92715
Kent R. Foster D D D D
P. O. Box 8082
Little Rock, AR 72203
Frank F. Gallaher COB COB COB COB
350 Pine Street
Beaumont, TX 77701
Donald C. Hintz D D D D
1340 Echelon Parkway
Jackson, MS 39213
Edwin Lupberger CEO CEO CEO CEO CEO CEO
639 Loyola Avenue
New Orleans, LA 70113
Gerald D. McInvale VP VP VP COB D D D D SVP SVP VP
639 Loyola Avenue T T T T T T
New Orleans, LA 70113 D D D D D D
Eduardo Montes De Oca D D D
Alsina 495 14 Floor
1087 Buenos Aires
Argentina
Frederick Nugent VP VP
Three Financial Centre
900 S. Shackleford #210
Little Rock, AR 72211
Kenneth W. Oberg VP
37/F LIPPO Tower,
Suite 08-11
LIPPO Centre
89 Queensway Central,
Hong Kong
Terry L. Ogletree P P P P P P P P P
900 S. Shackleford Road COO COO COO D D D D D COO
Suite 210 D D D
Little Rock, AR 72211
Claudio Onetto T T T
Alsina 495 14 Floor S S S
1087 Buenos Aires D D D
Argentina
Maximo J. Salvat D D D
Carrelal Funes de Rioja
Alsina 495
Buenos Aires, Argentina
George P. Schaefer VP VP
900 S. Shackleford Road
Suite 210
Little Rock, AR 72211
Christopher T. Screen S S S S
639 Loyola Avenue
New Orleans, LA 70113
Michael G. Thompson VP VP VP VP SVP SVP VP
639 Loyola Avenue S S S S S S S
New Orleans, LA 70113 D D D D D D D
Alberto V. Triulzi VP VP VP
Alsina 495 14 Floor D D D
1087 Buenos Aires
Argentina
Paul E. Williams CEO
4740 Shelby Drive P
Suite 105 D
Memphis, TN 38118
</TABLE>
COB = Chairman of Board CEO = Chief Executive Officer
P = President CFO = Chief Financial Officer
SVP = Senior Vice President COO = Chief Operating Officer
VP = Vice President
T = Treasurer
S = Secretary
D = Director
AD = Alternate Director
<PAGE>
<TABLE>
<CAPTION>
ITEM 6. Part II - Financial Connections
As of December 31, 1994
Position Held in Applicable
Name of Officer Name and Location of Financial Exemption
or Director (1) Financial Institution (2) Institution (3) Rule (4)
<S> <C> <C> <C>
Michael B. Bemis Deposit Guaranty Director 70(c), (d), (f)
Corporation
Jackson, Mississippi
Deposit Guaranty Director 70(c), (d), (f)
National Bank
Jackson, Mississippi
W. Frank Blount First Union National Bank Director 70(b), (c)
Atlanta, Georgia
John A. Cooper, Jr. First National Bank of Honorary Director 70(a)
Sharp County and Stockholder*
Ash Flat, Arkansas
Dr. Norman C. Francis Liberty Financial Chairman of the 70(a), (c)
Services/Liberty Bank Board and Director
New Orleans, Louisiana
The Equitable Life Director 70(b), (d)
Assurance Society
New York, New York
First National Bank Director 70(a), (c)
of Commerce
New Orleans, Louisiana
Kaneaster Hodges, Jr. Newport Federal Savings Director 70(a), (c)
and Loan Association
Newport, Arkansas
Worthen Banking Corporation Director 70(a), (c)
Little Rock, Arkansas
Robert v.d. Luft Delaware Trust Company Director 70(b), (c)
Wilmington, Delaware
Edwin Lupberger First National Bank Director 70(a), (c), (d),
of Commerce (e), (f)
New Orleans, Louisiana
First Commerce Corporation Director 70(a), (c), (d),
New Orleans, Louisiana (e), (f)
Donald E. Meiners Trustmark Corporation Director 70(c), (f)
Jackson, Mississippi
Trustmark National Bank Director 70(c), (f)
Jackson, Mississippi
James R. Nichols Nichols & Pratt Partner 70(g)
Boston, Massachusetts
Eugene H. Owen Premier Bancorp, Inc. Director 70(a)
Baton Rouge, Louisiana
Premier Bank, N.A. Director 70(a)
Baton Rouge, Louisiana
John N. Palmer, Sr. Deposit Guaranty National Bank Director 70(a), (c)
Jackson, Mississippi
Robert D. Pugh Portland Bankshares, Inc. Director and 70(a), (c)
Portland, Arkansas Stockholder*
Portland Bank Director 70(a), (c)
Portland, Arkansas
Worthen National Bank of Director 70(a), (c)
Pine Bluff
Pine Bluff, Arkansas
H. Duke Shackelford Hibernia National Bank Director 70(a), (c)
New Orleans, Louisiana
Bastrop National Bank Director 70(a), (c)
Bastrop, Louisiana
Wm. Clifford Smith American Bancshares of Director 70(a), (c)
Houma, Inc.
Houma, Louisiana
American Bank & Trust Director 70(a), (c)
Co. of Houma
Houma, Louisiana
Paul W. Murrill McKenna & Co. Limited Partner 70(b), (d)
Houston, Texas
</TABLE>
* Holds, with power to vote, five percent or more of the outstanding
voting securities.
<PAGE>
Item 6. Part III (a) - Executive Compensation
Summary Compensation Tables
The following table includes the Chief Executive Officers, as
well as each of the four other most highly compensated executive
officers in office as of December 31, 1994 and any other officer
who would have been one of the most highly compensated executive
officer if he had not retired or left an Entergy System company
defined as: Entergy Corporation; Arkansas Power & Light; Gulf
States Utilities Company; Louisiana Power & Light; Mississippi
Power & Light; New Orleans Public Service Inc.; System Energy
Resources, Inc.; Entergy Services, Inc.; System Fuels, Inc.;
Entergy Operations, Inc.; Entergy Enterprises, Inc.; Entergy Power,
Inc.; Entergy Power Development Corporation; Entergy Richmond Power
Corporation; Entergy Systems and Service, Inc.; Entergy, S.A.;
Entergy Argentina, S.A.; Entergy Transener, S.A.; Varibus
Corporation; Prudential Oil & Gas, Inc.; Southern Gulf Railway
Company; GSG&T, Inc.; Entergy Power Asia, Ltd.; Entergy Pakistan,
Ltd.; and EP EDEGEL, Inc. This determination was based on total
annual base salary and bonuses (excluding bonuses of an
extraordinary and nonrecurring nature) from all System sources
earned during the year 1994. See Item 6. Part I "Names,
Addresses, and Positions Held", above incorporated herein by
reference, for information on the principal positions of each of
the executive officers named in the table below.
As shown in Item 6. Part I, most executive officers named
below are employed by several Entergy System companies. Because it
would be impracticable to allocate such officers' salaries among
the various companies, the table below includes aggregate
compensation paid by all Entergy System companies.
<TABLE>
<CAPTION>
Long-Term Compensation
Annual Compensation Awards Payouts
Other Restricted Securities (b) (c)
(a) Annual Stock Underlying LTIP All Other
Name Year Salary Bonus Compensation Awards Options Payouts Compensation
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michael B. Bemis 1994 $288,846 $ 76,923 $ 32,940 (d) 2,500 shares $ 28,275 $ 22,982
1993 258,538 161,142 62,372 (d) 2,500 50,125 74,619
1992 258,059 170,186 35,927 (d) 2,500 45,094 71,492
Joseph L. Blount 1994 $115,171 $ 17,064 $ 9,339 (d) 0 shares $ 0 $ 12,416
1993 109,090 0 4,416 (d) 0 0 15,926
1992 109,140 13,435 5,092 (d) 0 0 17,591
Amery J. Champagne* 1994 $136,669 $ 41,699 $ 3,952 (d) 0 shares $ 0 $ 8,361
1993 132,125 26,904 0 (d) 7,650 0 26,352
1992 121,717 25,000 0 (d) 0 0 4,750
Robert J. Cushman 1994 $171,693 $ 11,401 $ 8,370 (d) 0 shares $ 0 $8,012
1993 52,350 40,000 1,668 (d) 0 0 2,400
1992 0 0 0 (d) 0 0 0
Frank F. Gallaher 1994 $219,781 $ 106,151 $ 63,526 (d) 2,500 shares $ 46,908 $ 71,885
1993 162,643 101,355 19,213 (d) 2,500 83,763 21,191
1992 145,575 53,422 13,165 (d) 0 40,584 18,524
Donald C. Hintz** 1994 $320,769 $ 142,749 $ 52,389 (d) 5,000 shares $ 48,379 $ 23,056
1993 265,386 166,560 48,548 (d) 5,000 85,774 24,462
1992 228,024 114,822 38,364 (d) 2,500 77,165 24,205
Jerry D. Jackson 1994 $323,711 $ 106,155 $ 29,598 (d) 5,000 shares $ 56,550 $ 23,370
1993 288,559 217,287 36,166 (d) 6,719 100,250 25,961
1992 254,167 152,500 27,008 (d) 5,000 90,188 25,447
Harold W. Keiser 1994 $243,078 $ 89,058 $ 24,827 (d) 2,500 shares $ 21,140 $ 20,744
1993 169,240 159,828 22,292 (d) 0 38,250 37,242
1992 0 0 0 (d) 0 0 0
Richard J. Landy 1994 $179,041 $ 48,657 $ 11,327 (d) 2,500 shares $ 21,460 $ 8,875
1993 147,854 71,809 22,188 (d) 2,500 38,650 13,737
1992 144,426 34,355 12,487 (d) 0 0 15,134
Edwin Lupberger*** 1994 $681,539 $ 218,789 $ 39,961 (d) 10,000 shares $ 139,525 $ 29,457
1993 542,077 437,610 20,327 (d) 13,438 248,313 32,957
1992 527,499 374,100 39,760 (d) 10,000 180,375 33,671
Jerry L. Maulden 1994 $426,134 $ 135,962 $ 63,994 (d) 5,000 shares $ 56,550 $ 25,690
1993 385,000 286,985 84,655 (d) 5,000 100,250 25,639
1992 392,233 259,316 79,280 (d) 5,000 90,188 24,920
Gerald D. McInvale 1994 $244,165 $ 66,227 $ 14,146 (d) 2,500 shares $ 28,275 $ 19,581
1993 221,696 141,811 48,805 (d) 2,500 50,125 22,667
1992 209,975 93,686 45,585 (d) 2,500 45,094 43,594
Terry L. Ogletree 1994 $244,231 $ 32,689 $ 15,865 (d) 0 shares $ 0 $ 18,627
1993 177,588 50,000 35,003 (d) 0 0 50,300
1992 0 0 0 (d) 0 0 0
Lee W. Randall 1994 $177,001 $ 36,392 $ 7,208 (d) 0 shares $ 0 $ 14,271
1993 176,321 57,142 8,014 (d) 0 0 17,986
1992 168,859 37,094 6,818 (d) 0 0 19,555
George P. Schaefer 1994 $170,000 $ 15,122 $ 5,226 (d) 0 shares $ 0 $ 11,516
1993 61,131 58,013 22,501 (d) 0 0 2,700
1992 0 0 0 (d) 0 0 0
Michael Thompson 1994 $229,378 $ 62,172 $ 21,287 (d) 2,500 shares $ 28,275 $ 12,988
1993 212,550 138,431 20,714 (d) 2,500 50,125 17,398
1992 203,990 105,411 13,567 (d) 0 45,094 19,011
Paul E. Williams **** 1994 $175,000 $ 573,600 $ 0 (d) 0 shares $ 0 $ 15,000
1993 150,000 51,435 0 (d) 0 0 15,000
(e) 1992 0 983,000 0 (d) 0 0 0
</TABLE>
* Chief Executive Officer of System Fuels, Inc.; Varibus Corporation,
Prudential Oil & Gas, Inc.; Southern Gulf Railway Company; and GSG&T.
** Chief Executive Officer of System Energy Resources, Inc. and Entergy
Operations, Inc.
*** Chief Executive Officer of Entergy Corporation; Arkansas Power & Light;
Gulf States Utilities Company; Louisiana Power & Light; Mississippi
Power & Light; New Orleans Public Service Inc.; Entergy Services, Inc.;
Entergy Power, Inc.; Entergy Power Development Corporation; Entergy
Richmond Power Corporation; Entergy Power Asia, Ltd.; Entergy Pakistan,
Ltd.; and EP EDEGEL.
**** Chief Executive Officer of Entergy Systems and Service, Inc.
(a) Includes bonuses earned pursuant to the Annual Incentive Plan as well as
any bonuses of an extraordinary or nonrecurring nature.
(b) Amounts include the value of restricted shares that vested under
Entergy's Equity Ownership Plan.
(c) Includes the following:
(1) 1994 Executive Medical Plan premiums of $1,761 for the
following officers: Mr. Bemis, Mr. Blount, Mr. Champagne, Mr.
Gallaher, Mr. Hintz, Mr. Jackson, Mr. Keiser, Mr. Landy, Mr.
Lupberger, Mr. Maulden, Mr. McInvale, Mr. Randall, and Mr.
Thompson.
(2) 1994 employer contributions to the Defined Contribution
Restoration Plan as follows: Mr. Bemis, $4,096; Mr. Gallaher,
$1,988; Mr. Hintz, $5,210; Mr. Jackson, $5,134; Mr. Keiser,
$2,536; Mr. Landy, $814; Mr. Lupberger, $15,946; Mr. Maulden,
$8,359; Mr. McInvale, $2,775; Mr. Ogletree, $2,827; Mr. Randall,
$810; and Mr. Thompson, $2,344.
(3) 1994 employer contributions to the System Savings Plan as
follows: Mr. Bemis, $4,500; Mr. Blount, $3,455; Mr. Cushman,
$4,412; Mr. Gallaher, $4,500; Mr. Hintz, $4,500; Mr. Jackson,
$4,500; Mr. Keiser, $4,500; Mr. Landy, $4,500; Mr. Lupberger,
$4,500; Mr. Maulden, $4,500; Mr. McInvale, $4,500; Mr.
Ogletree, $4,500; Mr. Randall, $4,500; Mr. Schaefer, $4,316;
and Mr. Thompson, $4,500.
(4) 1994 reimbursements under the Executive Financial Counseling
Program as follows: Mr. Bemis, $2,725; Mr. Hintz, $785; Mr.
Jackson, $1,175; Mr. Keiser, $2,047; Mr. Lupberger, $2,623; Mr.
Maulden, $1,350; Mr. McInvale, $645; Mr. Ogletree, $1,700; and Mr.
Thompson, $1,908.
(5) 1994 payments for personal use under the Private Ownership
Vehicle Plan as follows: Mr. Bemis, $9,900; Mr. Blount, $7,200; Mr.
Champagne, $6,600; Mr. Cushman, $3,600; Mr. Gallaher, $10,800; Mr.
Hintz, $10,800; Mr. Jackson, $10,800; Mr. Keiser, $9,900; Mr.
Landy, $1,800; Mr. Lupberger, $4,627; Mr. Maulden, $9,720; Mr.
McInvale, $9,900; Mr. Ogletree, $9,600; Mr. Randall, $7,200; Mr.
Schaefer, $7,200; Mr. Thompson, $2,475; and Mr. Williams $15,000.
(6) 1994 reimbursements for moving expenses paid to Mr. Gallaher
in the amount of $52,836.
(d) Restricted stock awarded under the Equity Ownership Plan is subject to
performance based criteria. Restricted stock awards in 1994 are
reported under the "Long-Term Incentive Plan Awards" table, and
reference is made to this table for information on the aggregate number
of restricted shares awarded during 1994 and the vesting schedule for
such shares. At December 31, 1994, the number and value of the
aggregate restricted stock holdings were as follows: Mr. Bemis: 12,750
shares, $278,907; Mr. Gallaher: 14,800 shares, $323,750; Mr. Hintz:
17,568 shares, $384,300; Mr. Jackson: 18,000 shares, $393,750; Mr.
Keiser: 13,450 shares, $294,219; Mr. Landy: 9,700 shares, $212,188; Mr.
Lupberger: 33,950 shares, $742,657; Mr. Maulden: 18,000 shares,
$393,750; Mr. McInvale: 12,750 shares, $278,907 and Mr. Thompson: 9,000
shares, $196,875. Accumulated dividends are paid on restricted stock
when vested. The value of stock for which restrictions were lifted in
1994, and the applicable portion of accumulated cash dividends, are
reported in the LTIP Payouts column in the above table. The value of
restricted stock awards as of December 31, 1994 are determined by
multiplying the total number of shares awarded by the closing market
price of Entergy Corporation common stock on the New York Stock Exchange
Composite Transactions on December 31, 1994 ($21.875 per share).
(e) Mr. Williams, became an officer of Entergy Systems and Service, Inc. at
the close of business on December 31, 1992. Accordingly, no part of his
1992 salary was attributable to services for the Entergy System. In
1992, Mr. Williams received a bonus (as reflected in the table above) as
compensation for completion of the purchase of Entergy Systems and
Service, Inc.
<PAGE>
<TABLE>
<CAPTION>
Option Grants in 1994
The following table summarizes option grants during 1994 to the
executive officers named in the Summary Compensation Table above. The
absence, in the table below, of any named officer indicates that no options
were granted to such officer.
Potential
Individual Grants Realizable
% of Value
Total at Assumed Annual
Options Rates of Stock
Number of Granted Price
Securities to Exercise Appreciation
Underlying Employees Price for Option
Options in (per Expiration Term(b)
Name Granted(a) 1994 share)(a) Date 5% 10%
<S> <C> <C> <C> <C> <C> <C>
Michael B. Bemis 2,500 3.7% $37.00 01/27/04 $58,173 $147,421
Frank F. Gallaher 2,500 3.7% 37.00 01/27/04 58,173 147,421
Donald C. Hintz 5,000 7.4% 37.00 01/27/04 116,346 294,842
Jerry D. Jackson 5,000 7.4% 37.00 01/27/04 116,346 294,842
Harold W. Keiser 2,500 3.7% 37.00 01/27/04 58,173 147,421
Richard J. Landy 2,500 3.7% 37.00 01/27/04 58,173 147,421
Edwin Lupberger 10,000 14.8% 37.00 01/27/04 232,691 589,685
Jerry L. Maulden 5,000 7.4% 37.00 01/27/04 116,346 294,842
Gerald D. McInvale 2,500 3.7% 37.00 01/27/04 58,173 147,421
Michael G. Thompson 2,500 3.7% 37.00 01/27/04 58,173 147,421
</TABLE>
(a) Options were granted on January 27, 1994, pursuant to the Equity
Ownership Plan. All options granted on this date have an exercise price
equal to the closing price of Entergy Corporation common stock on the
New York Stock Exchange Composite Transactions on January 27, 1994.
These options became exercisable on July 28, 1994.
(b) Calculation based on the stock option exercise price over a ten-year
period assuming annual compounding. The columns present estimates of
potential values based on simple mathematical assumptions. The actual
value, if any, an executive officer may realize is dependent upon the
market price on the date of option exercise.
Long-Term Incentive Plan Awards in 1994
The following table summarizes awards of restricted shares of Entergy
Corporation common stock under the Equity Ownership Plan in 1994 to the
executive officers named in the Summary Compensation Table above. The
absence, in the table below, of any named officer indicates that no
restricted shares were awarded to such officer in 1994.
<TABLE>
<CAPTION>
Estimated Future Payouts Under
Performance Non-Stock Price-Based Plans(a) (b)
Number Period Until
of Maturation
Name Shares or Payout Threshold Target Maximum
<S> <C> <C> <C> <C> <C>
Michael B. Bemis 11,250 01/01/94-12/31/96 3,750 7,500 11,250
Frank F. Gallaher 11,250 01/01/94-12/31/96 3,750 7,500 11,250
Donald C. Hintz 15,000 01/01/94-12/31/96 5,000 10,000 15,000
Jerry D. Jackson 15,000 01/01/94-12/31/96 5,000 10,000 15,000
Harold W. Keiser 11,250 01/01/94-12/31/96 3,750 7,500 11,250
Richard J. Landy 7,500 01/01/94-12/31/96 2,500 5,000 7,500
Edwin Lupberger 25,200 01/01/94-12/31/96 8,400 16,800 25,200
Jerry L. Maulden 15,000 01/01/94-12/31/96 5,000 10,000 15,000
Gerald D. McInvale 11,250 01/01/94-12/31/96 3,750 7,500 11,250
Michael G. Thompson 7,500 01/01/94-12/31/96 2,500 5,000 7,500
</TABLE>
(a) Restricted shares awarded will vest at the end of a three-year period,
subject to the attainment of approved performance goals for the
participants. Restrictions are lifted based upon the achievement of the
cumulative result of these goals for the performance period. The value
an executive officer may realize is dependent upon both the number of
shares that vest and the future market price of Entergy Corporation
common stock.
(b) The Threshold, Target, and Maximum levels correspond to the achievement
of 50%, 100%, and 150%, respectively, of Equity Ownership Plan goals.
Achievement of a Threshold, Target, or Maximum level would result in the
award of the number of shares indicated in the respective column.
Achievement of a level between these three specified levels would result
in the award of a number of shares calculated by means of interpolation.
<PAGE>
Pension Plan Tables
Retirement Income Plan Table
Annual
Covered Years of Service
Compensation 15 20 25 30 35
$100,000 $ 22,500 $ 30,000 $ 37,500 $ 45,000 $ 52,000
200,000 45,500 60,000 75,000 90,000 105,000
300,000 67,500 90,000 112,500 135,000 157,500
400,000 90,000 120,000 150,000 180,000 210,000
500,000 112,500 150,000 187,500 225,000 262,500
850,000 191,250 255,000 318,750 382,500 446,250
Certain of the Entergy System companies individually sponsor or
participate in a Retirement Income Plan (a defined benefit plan) that
provides a benefit for employees at retirement from the Entergy System based
upon (1) generally all years of service beginning at age 21 through
termination, with a forty-year maximum, times (2) 1.5% for each year of
service, times (3) the final average compensation. Final average
compensation is based on the highest 60 months of covered compensation in the
last 120 months of service. The normal form of benefit for a single employee
is a lifetime annuity and for a married employee is a 50% joint and survivor
annuity. Other actuarially equivalent options are available to each retiree.
Retirement benefits are not subject to any deduction for Social Security or
other offset amounts. New Orleans Public Service Inc. is a participating
employer in Louisiana Power & Light's Retirement Income Plan. System Energy
is a participating employer in the Retirement Income Plan sponsored by
Entergy Corporation. Prior to October 1, 1994, Gulf States Utilities
Company sponsored a defined benefit pension plan for non-bargaining unit
employees with different provisions from the other Entergy System companies.
However, effective October 1, 1994, Gulf States Utilities Company amended
this plan for non-bargaining unit employees to be consistent with the other
Entergy System companies. Bargaining unit employees for Gulf States
Utilities Company are covered by the provisions of the pre-merger Gulf States
Utilities Company defined benefit plan. The amount of the named executive
officers' annual compensation covered by the plan as of December 31, 1994 is
represented by the base salary column in the Summary Compensation Table.
The maximum benefit under each Retirement Income Plan is limited by
Sections 401 and 415 of the Internal Revenue Code; however, certain of the
companies named above have elected to participate in the Pension Equalization
Plan sponsored by Entergy Corporation. Under this plan, certain executives,
including the named executive officers, would receive an amount equal to the
benefit payable under the Retirement Income Plans, without regard to the
limitations, less the amount actually payable under the Retirement Income
Plans.
Certain of the companies amended their Retirement Income Plan effective
February 1, 1991 to provide a minimum accrued benefit as of that date to any
employee who was vested as of that date. For purposes of calculating such
minimum accrued benefit, each eligible employee was deemed to have had an
additional five years of service and age as of that date. The additional
years of age did not count toward eligibility for early retirement, but
served only to reduce the early retirement discount factor for those
employees who were at least age 50 as of that date. Effective January 1,
1995, the Entergy System companies' Retirement Income Plans were amended to
transfer assets and related liabilities to a single Entergy Corporation
Retirement Plan for all non-bargaining unit employees.
The credited years of service under the Entergy System companies'
Retirement Income Plan (without giving effect to the five additional years of
service credited pursuant to the February 1, 1991 amendment as discussed
above) as of December 31, 1994 for the executive officers named in the
Summary Compensation Table were as follows: Mr. Bemis 12; Mr. Blount 10;
Mr. Champagne 20; Mr. Cushman 1; Mr. Gallaher 23; Mr. Landy 11; Mr. Maulden
29; Mr. Randall 15; and Mr. Schaefer 1.
The credited years of service under the Entergy System companies'
Retirement Income Plans, as amended, as of December 31, 1994 for the
executive officers named in the Summary Compensation Table, as a result of
entering into supplemental retirement agreements, were as follows: Mr. Hintz
23; Mr. Jackson 15; Mr. Keiser 21; Mr. Lupberger 31; Mr. McInvale 22;
Mr. Ogletree 26; and Mr. Thompson 18.
In addition to the Entergy System companies' Retirement Income Plan
discussed above, certain of the companies participate in the Supplemental
Retirement Plan of Entergy Corporation and Subsidiaries (SRP) and the
Post-Retirement Plan of Entergy Corporation and Subsidiaries (PRP).
Participation is limited to one of these two plans and is at the invitation
of a participating employer. The participant may receive from the
appropriate System company a monthly benefit payment not in excess of .025
(under the SRP) or .0333 (under the PRP) times the participant's average base
annual salary (as defined in the plans) for a maximum of 120 months.
Mr. Hintz and Mr. Ogletree entered into SRP participation contracts, and all
of the other executive officers named in the Summary Compensation Table
(except for Mr. Blount, Mr. Champagne, Mr. Cushman, Mr. Keiser,
Mr. McInvale, Mr. Schaefer, Mr. Thompson, and Mr. Williams) have entered into
PRP participation contracts.
System Executive Retirement Plan Table (1)
Annual
Covered Years of Service
Compensation 15 20 25 30+
$ 200,000 $ 90,000 $100,000 $110,000 $120,000
300,000 135,000 150,000 165,000 180,000
400,000 180,000 200,000 220,000 240,000
500,000 225,000 250,000 275,000 300,000
600,000 270,000 300,000 330,000 360,000
700,000 315,000 350,000 385,000 420,000
1,000,000 450,000 500,000 550,000 600,000
___________
(1) Benefits shown are based on a target replacement ratio of 50% based on
the years of service and covered compensation shown. The benefits for
15 and 20 or more years of service at the 45% and 55% replacement levels
would decrease (in the case of 45%) or increase (in the case of 55%) by
the following percentages: 4.5% and 5.0%, respectively.
In 1993, Entergy Corporation adopted the System Executive Retirement
Plan (SERP). Certain of the companies are participating employers in the
SERP. The SERP is an unfunded defined benefit plan offered at retirement to
certain senior executives, which would currently include all the executive
officers (except for Mr. Blount, Mr. Cushman, Mr. Ogletree, Mr. Schaefer, and
Mr. Williams) named in the Summary Compensation Table. Participating
executives choose, at retirement, between the retirement benefits paid under
provisions of the SERP or those payable under the executive retirement
benefit plans discussed above. Covered pay under the SERP includes final
annual base salary (see the Summary Compensation Table for the base salary
covered by the SERP as of December 31, 1994) plus the Target Incentive Award
(i.e., a percentage of final annual base salary) for the participant in
effect at retirement. Benefits paid under the SERP are calculated by
multiplying the covered pay times target pay replacement ratios (45%, 50%, or
55%, dependent on job rating at retirement) that are attained, according to
plan design, at 20 years of credited service. The target ratios are
increased by 1% for each year of service over 20 years, up to a maximum of 30
years of service. In accordance with the SERP formula, the target ratios are
reduced for each year of service below 20 years. The credited years of
service under this plan are identical to the years of service for named
executive officers (other than Mr. Bemis, Mr. Jackson, Mr. Keiser, Mr.
McInvale, and Mr. Thompson) disclosed above in the "Pension Plan Tables-
Retirement Income Plan Table" section. Mr. Bemis, Mr. Jackson, Mr. Keiser,
Mr. McInvale, and Mr. Thompson have 22 years, 21 years, 11 years, 13 years
and 3 years, respectively, of credited service under this plan.
The normal form of benefit for a single employee is a lifetime annuity
and for a married employee is a 50% joint and survivor annuity. All SERP
payments are guaranteed for ten years. Other actuarially equivalent options
are available to each retiree. SERP benefits are offset by any and all
defined benefit plan payments from the company and from prior employers.
SERP benefits are not subject to Social Security offsets.
Eligibility for and receipt of benefits under any of the executive plans
described above are contingent upon several factors. The participant must
agree that, without the specific consent of the System company for which such
participant was last employed, he may take no employment after retirement
with any entity that is in competition with, or similar in nature to, any
System company. Eligibility for benefits is forfeitable for various reasons,
including violation of an agreement with a participating employer,
resignation of employment, or termination for cause.
In addition to the Entergy System companies' Retirement Income Plan
discussed above, Gulf States Utilities Company provides, among other benefits
to officers, an Executive Income Security Plan for key managerial personnel.
The plan provides participants with certain retirement, disability,
termination, and survivors' benefits. To the extent that such benefits are
not funded by the employee benefit plans of Gulf States Utilities Company or
by vested benefits payable by the participants' former employers, Gulf States
Utilities Company is obligated to make supplemental payments to participants
or their survivors. The plan provides that upon the death or disability of a
participant during his employment, he or his designated survivors will
receive (i) during the first year following his death or disability an amount
not to exceed his annual base salary, and (ii) thereafter for a number of
years until the participant attains or would have attained age 65, but not
less than nine years, an amount equal to one-half of the participant's annual
base salary. The plan also provides supplemental retirement benefits for
life for participants retiring after reaching age 65 equal to 1/2 of the
participant's average final compensation rate, with 1/2 of such benefit upon
the death of the participant being payable to a surviving spouse for life.
Gulf States Utilities Company amended and restated the plan effective
March 1, 1991, to provide such benefits for life upon termination of
employment of a participating officer or key managerial employee without
cause (as defined in the plan) or if the participant separates from
employment for good reason (as defined in the plan), with 1/2 of such
benefits to be payable to a surviving spouse for life. Further, the plan was
amended to provide medical benefits for a participant and his family when the
participant separates from service. These medical benefits generally
continue until the participant is eligible to receive medical benefits from a
subsequent employer; but in the case of a participant who is over 50 at the
time of separation and was participating in the plan on March 1, 1991,
medical benefits continue for life. By virtue of the 1991 amendment and
restatement, benefits for a participant cannot be modified once he becomes
eligible to participate in the plan.
Compensation of Directors
Currently Arkansas Power & Light; Gulf States Utilities Company;
Louisiana Power & Light; Mississippi Power & Light; and New Orleans Public
Service Inc. have no non-employee directors, and each current director is not
compensated for his responsibilities as director. However, for the period
January 1, 1994 through May 5, 1994, Arkansas Power & Light; Gulf States
Utilities Company; Louisiana Power & Light; Mississippi Power & Light; and
New Orleans Public Service Inc. did have non-employee directors. These
directors as well as Entergy Operations, Inc. and Entergy Enterprises, Inc.
were paid an attendance fee of $1,000 for attendance at meetings of their
respective Board of Directors, $1,000 (except for the chairman of such
committee who was paid $1,500) for attendance at meetings of committees of
the Board and $1,000 for participation, on behalf of their respective
company, in any inspection trip or conference not held on the same day as a
Board or committee meeting. All non-employee directors were also compensated
on a quarterly basis in the form of fixed awards of Entergy Corporation
common stock pursuant to the Stock Plan for Outside Directors (Directors
Plan) and cash based on 1/2 the value of the stock awarded pursuant to the
Directors Plan. This level of directors' compensation was set to enable
Entergy System companies to attract and retain persons of outstanding
competence to serve on the Boards of Directors. Directors were paid a
portion of their compensation in the form of Entergy Corporation's common
stock in order to assure that directors would have a personal interest in the
performance of the stock of Entergy Corporation. Non-employee directors were
awarded 50 shares of Entergy Corporation common stock quarterly, which may
have been authorized but unissued shares or shares acquired in the open
market. Effective May 6, 1994, all non-employee directors of Arkansas Power
& Light; Gulf States Utilities Company; Louisiana Power & Light; Mississippi
Power & Light; and New Orleans Public Service Inc. became advisory directors
of the respective Company. Entergy Operations, Inc. and Entergy Enterprises,
Inc. currently have non-employee directors who continue to be compensated as
described above.
Retired non-employee directors of Arkansas Power & Light; Louisiana
Power & Light; Mississippi Power & Light; and New Orleans Public Service
Inc., Entergy Operations, Inc., and Entergy Enterprises, Inc. with a minimum
of five years of service on the respective Boards of Directors are paid $200
a month for a term corresponding to the number of years of service. Retired
directors with over ten years of service receive a lifetime benefit of $200 a
month. Years of service as an advisory director are included in calculating
this benefit. System Energy has no retired non-employee directors.
Retired non-employee directors of Gulf States Utilities receive
retirement benefits under a plan in which all directors who served
continuously for a period of years will receive a percentage of their
retainer fee in effect at the time of their retirement for life. The
retirement benefit is 30 percent of the retainer fee for service of not less
than five nor more than nine years, 40 percent for service of not less than
ten nor more than fourteen years, and 50 percent for fifteen or more years of
service. For those directors who retired prior to the retirement age, their
benefits will be reduced. The plan also provides disability retirement and
optional hospital and medical coverage if the director has served at least
five years prior to the disability. The retired director pays one-third of
the premium for such optional hospital and medical coverage and Gulf States
Utilities pays the remaining two-thirds. Years of service as an advisory
director are included in calculating these benefits.
On certain occasions Entergy Corporation provides personal
transportation services for the benefit of nonemployee directors. During
1994, the value of such transportation services provided by Entergy
Corporation was approximately $55,000.
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements
Mr. Ogletree has an employment contract whereby if he is terminated for
reasons other than just cause prior to the fifth anniversary of his
employment, Entergy Enterprises, Inc. will pay Mr. Olgetree one year's
severance allowance which is his base salary at the time of his termination.
Mr. Olgetree was also vested for the 24.33 years of service under his
Supplemental Credited Service Agreement and for five years under his Special
Retirement Agreement as of the effective date of his employment contract.
Mr. Schaefer has an employment contract whereby if he is terminated for
reasons other than just cause prior to the fourth anniversary of his
employment, Entergy Enterprises, Inc. will pay Mr. Schaefer one year's
severance allowance which is his base salary at the time of his termination.
Mr. Schaefer will also continue to be covered by Entergy Enterprises' life
and medical insurance for up to one year at employee rates. Mr. Schaefer
will also be vested in any long-term compensation earned but not paid under
the Long-Term Incentive Plan at the time of his termination.
Mr. Williams has an employment contract whereby if he is terminated for
nonperformance due to disability or reasons other than just cause prior to
the fifth anniversary of his employment, Entergy System and Services,
Inc.(ESSI) will pay Mr. Williams a severance allowance. This severance
allowance represents his base salary at the time of his termination and would
be paid for the remaining balance of his five year employment contract. If
Mr. Williams is terminated for reasons other than just cause, he has agreed
to provide consulting services to ESSI at no additional compensation for the
remaining balance of his five year employment contract. During this period,
ESSI would continue to provide Mr. Williams with medical insurance benefits.
Gulf States Utilities Company established on January 18, 1991, an
Executive Continuity Plan for elected and appointed officers providing for
severance benefits equal to 2.99 times the officer's annual compensation upon
termination of employment for reasons other than cause or upon a resignation
of employment for good reason within two years after a change in control of
Gulf States Utilities Company. Benefits are prorated if the officer is
within three years of normal retirement age (65) at termination of
employment. The plan further provides for continued participation in
medical, dental, and life insurance programs for three years following
termination unless such benefits are available from a subsequent employer.
The plan provides for outplacement assistance to aid a terminated officer in
securing another position. Upon consummation of the Entergy Corporation/Gulf
States Utilities Company merger on December 31, 1993, Gulf States Utilities
Company made a one time contribution of $16,330,693 to a trust equivalent to
the then present value of the maximum benefits which might be payable under
the plan. As of December 31, 1994, the balance in the trust had been
reduced to $8,102,203. If and to the extent outstanding benefits are not
paid to the participants, the balance in the trust will be returned to GSU.
As a result of the Entergy Corporation/ Gulf States Utilities Company
merger, Gulf States Utilities Company is obligated to pay benefits under the
Executive Income Security Plan to those persons who were participants at the
time of the merger and who later terminated their employment under
circumstances described in the plan. For additional description of the
benefits under the Executive Income Security Plan, see the "Pension Plan
Tables-System Executive Retirement Plan Table" section noted above.
Personnel/Compensation Committee Interlocks and Insider Participation
The following persons served as members of the Personnel Committee of
Entergy Corporation's, Arkansas Power & Light's, Gulf States Utilities
Company's, Louisiana Power & Light's, Mississippi Power & Light's, and New
Orleans Public Service Inc.'s Board of Directors through May 5, 1994:
Entergy Corporation - James R. Nichols*; John A. Cooper, Jr.; Lucie J.
Fjeldstad; Robert v.d. Luft; Kinnard R. McKee; Eugene H. Owen
Arkansas Power & Light - John A. Cooper, Jr.*; Edwin Lupberger; Roy L.
Murphy; Woodson D. Walker
Gulf States Utilities Company - Monroe J. Rathbone, Jr., M.D.; Sam F.
Segnar*; Bismark A. Steinhagen
Louisiana Power & Light - Tex R. Kilpatrick, Edwin Lupberger, Wm.
Clifford Smith
Mississippi Power & Light - Norman B. Gillis; Robert E. Kennington, II*;
Edwin Lupberger; Robert M. Williams, Jr.
New Orleans Public Service Inc. - Edwin Lupberger, Anne M. Milling, John
B. Smallpage*
______________
* Denotes Chairman of the Personnel Committee
The other Entergy System companies do not have a Personnel Committee of
the Board of Directors. The compensation of these companies' executive
officers (with the exception of several officers who are not named in the
Summary Compensation Table) was set by the Personnel Committee of Entergy
Corporation's Board of Directors for 1994. After May 5, 1994, the
compensation of Arkansas Power & Light, Gulf States Utilities Company,
Louisiana Power & Light, Mississippi Power & Light, and New Orleans Public
Service Inc. executive officers was also set by the Personnel Committee of
Entergy Corporation's Board of Directors due to the elimination of the
Personnel Committees of these companies. No officers or employees of such
companies participated in deliberations concerning compensation during 1994.
See Item 6. Part I "Names, Addresses, and Positions Held", incorporated
herein by reference, for a listing of Entergy Corporation's directors at
December 31, 1994.
Mr. Lupberger is currently and was during 1994 an officer of Entergy
Corporation; Arkansas Power & Light; Gulf States Utilities Company; Louisiana
Power & Light; Mississippi Power & Light; and New Orleans Public Service
Inc.; System Energy Resources, Inc.; Entergy Services, Inc.; Entergy
Operations, Inc.; Entergy Enterprises, Inc.; Entergy Power,Inc.; Entergy Power
Development Corporation; Entergy Richmond Power Corporation; Entergy Power
Asia, Ltd.; Entergy Pakistan, Ltd.; and EP EDEGEL, Inc. and also served as an
executive officer of System Fuels, Inc. from 1981 - 1990.
During 1994, Fjeldstad International entered into a contract with
Entergy Enterprises, Inc. (EEI), a non-utility company subsidiary of Entergy
Corporation, to perform certain advisor/consultant services for EEI. Under
this contract Fjeldstad International received payments of approximately
$320,000 from EEI. During 1994, Mrs. Fjeldstad, a director of Entergy
Corporation, was President of Fjeldstad International, Inc.
Item 6. Part III (b) - Security Ownership of Certain Beneficial Owners and
Management
The directors, the executive officers named in the Summary Compensation
Table, and the directors and officers as a group for Entergy Corporation;
Arkansas Power & Light (AP&L); Gulf States Utilities Company (GSU); Louisiana
Power & Light (LP&L); Mississippi Power & Light (MP&L); New Orleans Public
Service Inc.(NOPSI); System Energy Resources, Inc.; Entergy Services, Inc.;
System Fuels, Inc.; Entergy Operations, Inc.; Entergy Enterprises, Inc.;
Entergy Power, Inc.; Entergy Power Development Corporation; Entergy Richmond
Power Corporation; Entergy Systems and Service, Inc.; Entergy, S.A.; Entergy
Argentina, S.A.; Entergy Transener, S.A.; Varibus Corporation; Prudential Oil
& Gas, Inc.; Southern Gulf Railway Company; GSG&T, Inc.; Entergy Power Asia,
Ltd.; Entergy Pakistan, Ltd.; and EP EDEGEL, Inc. beneficially owned directly
or indirectly the following cumulative preferred stock of a System company
and/or common stock of Entergy:
<TABLE>
<CAPTION>
As of December 31, 1994
Entergy Corporation
Common Stock
Preferred Stock Amount and Nature
Amount and Nature of of Beneficial
Beneficial Ownership(b) Ownership(b)
Sole Voting Sole Voting Other
and Other and Beneficial
Investment Beneficial Investment Ownership
Name Power(c) Ownership Power(c) (d)(e)(f)(g)
<S> <C> <C> <C> <C>
Entergy Corporation
W. Frank Blount* - - 2,934 -
John A. Cooper, Jr.* 6,000 (a) - 5,734 -
Lucie J. Fjeldstad* - - 1,984 -
Dr. Norman C. Francis* - - 500 -
Donald C. Hintz** - - 7,493 32,027
Kaneaster Hodges, Jr.* - - 2,800 -
Jerry D. Jackson** - - 6,402 35,216
Robert v.d. Luft* - - 2,184 -
Edwin Lupberger** - - 8,706 73,687 (h)(i)
Jerry L. Maulden** - - 37,420 44,048
Gerald D. McInvale** - - 3,173 20,908
Adm. Kinnaird R. McKee* - - 2,900 -
Paul W. Murrill* - - 2,180 -
James R. Nichols* - - 3,315 -
Eugene H. Owen* - 3,500 (a) 1,692 -
John N. Palmer, Sr.* - - 13,196 -
Robert D. Pugh* - - 5,300 10,000 (i)
H. Duke Shackelford* - - 8,750 4,950 (i)
Wm. Clifford Smith* - - 3,775 -
Bismark A. Steinhagen* - - 6,437 -
All directors and
executive officers 6,000 3,500 135,419 266,320
AP&L
Michael B. Bemis** - - 7,488 25,540
Donald C. Hintz** - - 7,493 32,027
Jerry D. Jackson** - - 6,402 35,216
R. Drake Keith*** - - 2,891 13,260
Edwin Lupberger** - - 8,706 73,687 (h)(i)
Jerry L. Maulden** - - 37,420 44,048
All directors and
executive officers - - 90,631 334,762
GSU
Michael B. Bemis** - - 7,488 25,540
Frank F. Gallaher*** - - 3,725 24,696 (j)
Donald C. Hintz** - - 7,493 32,027
Jerry D. Jackson** - - 6,402 35,216
Edwin Lupberger** - - 8,706 73,687 (h)(i)
Jerry L. Maulden** - - 37,420 44,048
All directors and
executive officers - - 82,755 313,558
LP&L
Michael B. Bemis** - - 7,488 25,540
John J. Cordaro*** - - 1,747 9,877
Donald C. Hintz** - - 7,493 32,027
Jerry D. Jackson** - - 6,402 35,216
Edwin Lupberger** - - 8,706 73,687 (h)(i)
Jerry L. Maulden** - - 37,420 44,048
All directors and
executive officers - - 86,348 335,037
MP&L
Michael B. Bemis** - - 7,488 25,540
Donald C. Hintz* - - 7,493 32,027
Jerry D. Jackson** - - 6,402 35,216
Edwin Lupberger** - - 8,706 73,687 (h)(i)
Jerry L. Maulden** - - 37,420 44,048
Gerald D. McInvale** - - 3,173 20,908
Donald E. Meiners*** - - 1,382 15,033 (j)
All directors and
executive officers - - 83,958 330,524
NOPSI
Michael B. Bemis** - - 7,488 25,540
John J. Cordaro*** - - 1,747 9,877
Jerry D. Jackson** - - 6,402 35,216
Edwin Lupberger** - - 8,706 73,687 (h)(i)
Jerry L. Maulden** - - 37,420 44,048
Gerald D. McInvale** - - 3,173 20,908
All directors and
executive officers - - 78,751 294,663
System Energy Resources, Inc.
Joseph L. Blount** - - 834 2,287
Donald C. Hintz** - - 7,493 32,027
Jerry D. Jackson* - - 6,402 35,216
Edwin Lupberger** - - 8,706 73,687 (h)(i)
Jerry L. Maulden* - - 37,420 44,048
Gerald D. McInvale** - - 3,173 20,908
Lee W. Randall** - - - 4,561
All directors and
executive officers - - 64,028 212,734
Entergy Services, Inc.
Michael B. Bemis** - - 7,488 25,540
Frank F. Gallaher*** - - 3,725 24,696 (j)
Donald C. Hintz* - - 7,493 32,027
Jerry D. Jackson** - - 6,402 35,216
Edwin Lupberger** - - 8,706 73,687 (h)(i)
Jerry L. Maulden** - - 37,420 44,048
Gerald D. McInvale** - - 3,173 20,908
All directors and
executive officers - - 105,680 407,304
System Fuels, Inc.
Michael B. Bemis* - - 7,488 25,540
Amery J. Champagne** - - - 346
Kent R. Foster* - - 1,089 14,700
Frank F. Gallaher** - - 3,725 24,696 (j)
Donald C. Hintz* - - 7,493 32,027
Gerald D. McInvale** - - 3,173 20,908
All directors and
executive officers - - 22,968 119,586
Entergy Operations, Inc.
J. M. Hendrie* - - 700 500 (j)
Donald C. Hintz** - - 7,493 32,027
Kaneaster Hodges, Jr.* - - 2,800 -
Harold W. Keiser** - - 1,536 18,665
Richard J. Landy** - - 1,325 17,827
Edwin Lupberger** - - 8,706 73,687 (h)(i)
Jerry L. Maulden* - - 37,420 44,048
Gerald D. McInvale** - - 3,173 20,908
Adm. Kinnaird R. McKee* - - 2,900 -
Paul W. Murrill* - - 2,180 -
All directors and
executive officers - - 76,033 230,507
Entergy Enterprises, Inc.
W. F. Blount* - - 2,934 -
Robert v.d. Luft* - - 1,384 -
Edwin Lupberger** - - 8,706 73,687 (h)(i)
Gerald D. McInvale** - - 3,173 20,908
Terry L. Ogletree** - - 353 4,765 (j)
J. N. Palmer* - - 13,196 -
George P. Schaefer** - - - 157
Michael G. Thompson** - - 4,860 14,527
All directors and
executive officers - - 34,706 114,315
Entergy Power, Inc.
Robert J. Cushman** - - - 161
Edwin Lupberger** - - 8,706 73,687 (h)(i)
Gerald D. McInvale** - - 3,173 20,908
Terry L. Ogletree** - - 353 4,765 (j)
Michael G. Thompson** - - 4,860 14,527
All directors and
executive officers - - 17,092 114,048
Entergy Power Development Corp.
Edwin Lupberger** - - 8,706 73,687 (h)(i)
Gerald D. McInvale** - - 3,173 20,908
Terry L. Ogletree** - - 353 4,765 (j)
George P. Schaefer** - - - 157
Michael G. Thompson** - - 4,860 14,527
All directors and
executive officers - - 17,192 114,205
Entergy Richmond Power Corp.
Edwin Lupberger** - - 8,706 73,687 (h)(i)
Gerald D. McInvale** - - 3,173 20,908
Terry L. Ogletree** - - 353 4,765 (j)
Michael G. Thompson** - - 4,860 14,527
All directors and
executive officers - - 17,092 113,887
Entergy Systems and Service, Inc.
Gerald D. McInvale** - - 3,173 20,908
Michael G. Thompson** - - 4,860 14,527
Paul E. Williams** - - - -
All directors and
executive officers - - 8,033 35,435
Entergy, S. A.
M. Noel C. DeSalvat* - - - -
Eduardo Montes De Oca* - - - -
Terry L. Ogletree** - - 353 4,765 (j)
Claudio Onetto* - - - -
Maximo J. Salvat* - - - -
Alberto V. Triulzi* - - 30 489
All directors and
executive officers - - 383 5,254
Entergy Argentina, S. A.
M. Noel C. DeSalvat* - - - -
Eduardo Montes De Oca* - - - -
Terry L. Ogletree** - - 353 4,765 (j)
Claudio Onetto* - - - -
Maximo J. Salvat* - - - -
Alberto V. Triulzi* - - 30 489
All directors and
executive officers - - 383 5,254
Entergy Transener, S. A.
M. Noel C. DeSalvat* - - - -
Eduardo Montes De Oca* - - - -
Terry L. Ogletree** - - 353 4,765 (j)
Claudio Onetto* - - - -
Maximo J. Salvat* - - - -
Alberto V. Triulzi* - - 30 489
All directors and
executive officers - - 383 5,254
Varibus Corporation
Michael B. Bemis* - - 7,488 25,540
Amery J. Champagne** - - - 346
Kent R. Foster* - - 1,089 14,700
Frank F. Gallaher** - - 3,725 24,696 (j)
Donald C. Hintz* - - 7,493 32,027
Gerald D. McInvale* - - 3,173 20,908
All directors and
executive officers - - 22,968 118,217
Prudential Oil & Gas, Inc.
Michael B. Bemis* - - 7,488 25,540
Amery J. Champagne** - - - 346
Kent R. Foster* - - 1,089 14,700
Frank F. Gallaher** - - 3,725 24,696 (j)
Donald C. Hintz* - - 7,493 32,027
Gerald D. McInvale* - - 3,173 20,908
All directors and
executive officers - - 22,968 118,217
Southern Gulf Railway Co.
Michael B. Bemis* - - 7,488 25,540
Amery J. Champagne** - - - 346
Kent R. Foster* - - 1,089 14,700
Frank F. Gallaher** - - 3,725 24,696 (j)
Donald C. Hintz* - - 7,493 32,027
Gerald D. McInvale* - - 3,173 20,908
All directors and
executive officers - - 22,968 118,217
GSG&T, Inc.
Michael B. Bemis* 7,488 25,540
Amery J. Champagne** - - - 346
Kent R. Foster* - - 1,089 14,700
Frank F. Gallaher** - - 3,725 24,696 (j)
Donald C. Hintz* - - 7,493 32,027
Gerald D. McInvale* - - 3,173 20,908
All directors and
executive officers 22,968 118,217
Entergy Power Asia, Ltd.
Robert J. Cushman** - - - 161
Edwin Lupberger** - - 8,706 73,687 (h)(i)
Gerald D. McInvale** - - 3,173 20,908
Terry L. Ogletree** - - 353 4,765 (j)
Michael G. Thompson** - - 4,860 14,527
All directors and
executive officers 17,092 114,173
Entergy Pakistan, Ltd.
Robert J. Cushman** - - - 161
Edwin Lupberger** - - 8,706 73,687 (h)(i)
Gerald D. McInvale** - - 3,173 20,908
Terry L. Ogletree** - - 353 4,765 (j)
Michael G. Thompson** - - 4,860 14,527
All directors and
executive officers 17,092 114,283
EP EDEGEL, Inc.
Edwin Lupberger** - - 8,706 73,687 (h)(i)
Gerald D. McInvale** - - 3,173 20,908
Terry L. Ogletree** - - 353 4,765 (j)
George P. Schaefer** - - - 157
Michael G. Thompson** - - 4,860 14,527
All directors and
executive officers 17,092 114,205
</TABLE>
* Director of the respective Company
** Named Executive Officer of the respective Company
*** Officer and Director of the respective Company
(a) Stock ownership amounts refer to 6,000 shares of AP&L's $0.01 Par Value
($25 liquidation value) Preferred Stock held by the John A. Cooper
Trust, and 3,500 shares of AP&L's $0.01 Par Value ($25 liquidation
value) Preferred Stock held by Eugene H. Owen. Mr. Cooper disclaims
any personal interest in these shares.
(b) Based on information furnished by the respective individuals. The
ownership amounts shown for each individual and for all directors and
executive officers as a group do not exceed one percent of the
outstanding securities of any class of security so owned.
(c) Includes all shares that the individual has the sole power to vote and
dispose of, or to direct the voting and disposition of.
(d) Includes, for the named persons, shares of Entergy Corporation common
stock held in the Employee Stock Ownership Plan of the registrants as
follows: Michael B. Bemis, 714 shares; Joseph L. Blount, 753 shares;
Amery J. Champagne, 346 shares; John J. Cordaro, 1,007 shares; Frank F.
Gallaher, 941 shares; Donald C. Hintz, 753 shares; Jerry D. Jackson,
753 shares; R. Drake Keith, 753 shares; Richard J. Landy, 753 shares;
Edwin Lupberger, 825 shares; Jerry L. Maulden, 796 shares; Gerald D.
McInvale, 110 shares; Donald E. Meiners, 553 shares; Lee W. Randall,
791 shares; Michael G. Thompson, 110 shares; and Alberto V. Triulzi,
305 shares.
(e) Includes, for the named persons, shares of Entergy Corporation common
stock held in the System Savings Plan company account as follows:
Michael B. Bemis, 4,576 shares; Joseph L. Blount, 1,534 shares; John
J. Cordaro, 1,670 shares; Robert J. Cushman, 161 shares; Frank F.
Gallaher, 3,455 shares; Donald C. Hintz, 1,206 shares; Jerry D.
Jackson, 2,052 shares; Harold W. Keiser, 215 shares; R. Drake Keith,
3,833 shares; Richard J. Landy 2,374 shares; Edwin Lupberger, 6,088
shares; Jerry L. Maulden, 10,252 shares; Gerald D. McInvale, 548
shares; Donald E. Meiners, 4,404 shares; Terry L. Ogletree, 207 shares;
Lee W. Randall, 3,770 shares; George P. Schaefer, 157 shares; Michael
G. Thompson, 417 shares; and Alberto V. Triuzli, 184 shares.
(f) Includes, for the named persons, unvested restricted shares of Entergy
Corporation common stock held in the Equity Ownership Plan as follows:
Michael B. Bemis, 12,750 shares; John J. Cordaro, 2,200 shares; Kent R.
Foster, 9,700 shares; Frank F. Gallaher, 14,800 shares; Donald C.
Hintz, 17,568 shares; Jerry D. Jackson, 18,000 shares; Harold W.
Keiser, 13,450 shares; R. Drake Keith, 1,500 shares; Richard J. Landy,
9,700 shares; Edwin Lupberger, 33,950 shares; Jerry L. Maulden, 18,000
shares; Gerald D. McInvale, 12,750 shares; Donald E. Meiners, 1,500
shares; and Michael G. Thompson, 9,000 shares.
(g) Includes, for the named persons, shares of Entergy Corporation common
stock in the form of unexercised stock options awarded pursuant to the
Equity Ownership Plan as follows: Michael B. Bemis, 7,500 shares; John
J. Cordaro 5,000 shares; Kent R. Foster, 5,000 shares; Frank F.
Gallaher, 5,000 shares; Donald C. Hintz, 12,500 shares; Jerry D.
Jackson, 14,411 shares; Harold W. Keiser, 5,000 shares; R. Drake Keith,
7,174 shares; Richard J. Landy, 5,000 shares; Edwin Lupberger, 28,824
shares; Jerry L. Maulden, 15,000 shares; Gerald D. McInvale, 7,500
shares; Donald E. Meiners, 7,500 shares; and Michael G. Thompson,
5,000 shares.
(h) Includes 1,500 shares of Entergy Corporation common stock held jointly
between Edwin Lupberger and Ms. E. H. Lupberger.
(i) Includes, for the named persons, shares of Entergy Corporation common
stock held by their spouses. The named persons disclaim any personal
interest in these shares as follows: Edwin Lupberger, 2,500 shares;
Robert D. Pugh, 10,000 shares; and H. Duke Shackleford, 4,950 shares.
(j) Includes, for the named persons, shares of Entergy Corporation common
stock held jointly with their spouses as follows: Frank F. Gallaher,
500 shares; J. M. Hendrie, 500 shares; Don E. Meiners, 1,076 shares;
and Terry L. Ogletree, 4,558 shares.
Item 6 Part III (c) - Certain Relationships and Related Transactions
See Item 6 Part III (a) "Executive Compensation - Personnel Committee
Interlocks and Insider Participation" for information on certain
transactions required to be reported under this item.
During 1994, Joseph M. Hendrie, a consulting engineer performed
consulting services for Entergy Operations, Inc. (EOI) and received payments
of approximately $31,000 from EOI. Mr. Joseph M. Hendrie is a director of
EOI.
During 1994, Entergy Systems and Services, Inc. (Entergy SASI)
purchased approximately $9.8 million of lighting products from Systems and
Service International, Inc. (SASI). Mr. Paul E. Williams, CEO, President,
and director of Entergy SASI, is a 35% shareholder of SASI. Mr. Paul E.
Williams' SASI shares are held in a blind trust.
The System companies do not have policies whereby transactions
involving executive officers and directors of the System are approved by a
majority of disinterested directors. However, pursuant to the Entergy
Corporation Code of Conduct, transactions involving a System company and its
executive officers must have prior approval by the next higher reporting
level of that individual, and transactions involving a System company and
its directors must be reported to the secretary of the appropriate System
company.
ITEM 6. Part III (d) - Indebtedness to System Companies
None.
ITEM 6. Part III (e) - Participation in Bonus and Sharing Arrangements
and Other Benefits
See Item 6. Part III (a).
ITEM 6. Part III (f) - Rights to Indemnity
No indemnifications have been granted.
<PAGE>
<TABLE>
<CAPTION>
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS
(1)* CALENDAR YEAR 1994
<S> <C> <C> <C> <C>
Name of Name or Number
Company of Beneficiaries Purpose(s) Account(s) Charged Amount
ENTERGY Democratic National Building Fund Donations $15,000.00
CORPORATION Committee
Republican National Eisenhower Building Donations 20,000.00
Finance Committee Fund ----------
Total $35,000.00
==========
</TABLE>
* Several of the System Companies have established separate segregated
funds known as political action committees, established pursuant to
the Federal Election Campaign Act, in soliciting employee
participation in Federal, state and local elections.
<TABLE>
<CAPTION>
(2) CALENDAR YEAR 1994
Name of Name or Number Account(s)
Company of Beneficiaries Purpose(s) Charged Amount
<S> <C> <C> <C> <C>
ENTERGY U.S. Chamber of Civic Activity Donations $12,000.00
CORPORATION Commerce
Democratic Leadership Civic Activity Donations 10,000.00
Council
Louisiana Association Civic Activity Donations 11,500.00
of Business and Industry
NAACP Community Welfare Donations 21,633.00
National Alliance Civic Activity Donations 15,000.00
of Business
Sixteen Items Community Welfare, Donations 52,895.00
Education, Research -----------
& Education, and Civic
Activity
Total $123,028.00
===========
AP&L Arkansas State and Local Civic Activity Donations $79,927.00
Chamber of Commerce
Associated Industries of Civic Activity Donations 30,000.00
Arkansas, Inc.
NAACP Community Welfare Donations 47,510.00
Arkansas Nature Civic Activity Donations 11,250.00
Conservancy
Democratic Governors Education Donations 15,000.00
Association
Eight Items Community Welfare, Donations 18,623.00
Education & Research, -----------
Civic Activity, Public
Relations
Total $202,310.00
===========
GSU Greater Baton Rouge Civic Activity Donations $25,000.00
Economic Partnership
Inc.
Foundation Southwest Civic Activity Donations 30,000.00
Louisiana
Seven Items Civic Activity, Education, Donations 5,094.00
Community Welfare ----------
Total $60,094.00
==========
LP&L Chamber, New Orleans Civic Activity Donations $72,500.00
& the River Region
Delta Vision Civic Activity Donations 20,000.00
Louisiana Association Civic Activity Donations 16,500.00
of Business and Industry
NAACP Civic Activity Donations 10,000.00
South Louisiana Civic Activity Donations 21,000.00
Economic Council
Thirty-three Items Public Relations, Donations 59,610.00
Research and Education, -----------
Civic Activity, Community
Welfare
Total $199,610.00
===========
MP&L NAACP Civic Activity Donations $20,000.00
Chamber of Commerce Civic Activity Donations 35,000.00
Metropolitan Crime Civic Activity Donations 25,000.00
Commission
Eleven Items Civic Activity, Research & Donations 27,000.00
Education, Community -----------
Welfare
Total $107,000.00
===========
NOPSI The Chamber/N.O. & Civic Activity Donations $102,500.00
The River Region
Louisiana Association Civic Activity Donations 10,000.00
of Business and Industry
New Orleans Economic Civic Activity Donations 15,000.00
Growth Corporation
Nine Items Public Relations, Donations 16,980.00
Research and Education, -----------
Civic Activity, Community
Welfare
Total $144,480.00
===========
SYSTEM ENERGY Three Items Civic Activity, Public Donations $10,360.00
Relations, Community ==========
Welfare
</TABLE>
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
<TABLE>
<CAPTION>
(I) In Effect
Serving Receiving Date of Dec. 31, 1994
Transaction Company Company Compensation Contract (Yes or No)
<S> <C> <C> <C> <C> <C>
Fuel purchases SYSTEM FUELS AP&L $ 7,695,664 1/12/73 Yes
Fuel purchases SYSTEM FUELS LP&L $ 16,581,140 1/12/73 Yes
Fuel purchases SYSTEM FUELS MP&L $ 22,399,311 1/12/73 Yes
Fuel purchases SYSTEM FUELS NOPSI $ 3,888,149 1/12/73 Yes
Office furniture and equipment LP&L ESI $ 212,308 N/A N/A
Office furniture and equipment MP&L ESI $ 30,084 N/A N/A
Office furniture and equipment GSU ESI $ 71,016 N/A N/A
Certain materials & SYSTEM FUELS AP&L $ 29,997,073 6/15/78 Yes
services required for
fabrication of Nuclear Fuel
Certain materials & SYSTEM FUELS LP&L $ 1,379,168 6/15/78 Yes
services required for
fabrication of Nuclear Fuel
Certain materials & SYSTEM FUELS SERI $ 27,784,700 6/15/78 Yes
services required for
fabrication of Nuclear Fuel
Microwave System Services MP&L SYSTEM ENERGY $ 24,728 6/06/90* Yes
Miscellaneous Spare Parts Inventory AP&L MP&L $ 17,055 N/A N/A
Miscellaneous Spare Parts Inventory LP&L AP&L $ 73,251 N/A N/A
Miscellaneous Spare Parts Inventory LP&L MP&L $ 7,869 N/A N/A
Miscellaneous Spare Parts Inventory MP&L AP&L $ 1,949 N/A N/A
Miscellaneous Spare Parts Inventory MP&L LP&L $ 4,834 N/A N/A
*Original contract dated June 21, 1974, modified December 16, 1986 and June 6, 1990.
The following contracts were in effect as of December 31, 1994
- - Contract for the purchase of fuel oil between System Fuels and certain
System Companies dated January 12, 1973.
- - Contract for the purchase of nuclear fuel between System Fuels and
certain System Companies dated June 15, 1978.
- - Contract for the maintenance of the microwave system between MP&L and
System Energy dated December 16, 1986.
ITEM 8. Part II
Reference is made to information under Item 6, Part III(c).
ITEM 8. Part III
None.
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
(a) In December 1992, Entergy purchased a 50% interest in a 250-MW gas-
fired, combined cycle independent power plant in Richmond, Virginia. The
plant is jointly owned and operated by the Enron Power Corporation, a
developer of independent power projects. The plant owners have a 25 year
contract to sell electricity to the Virginia Electric & Power Company.
Entergy owns its interest in the plant indirectly through a new subsidiary
created as an EWG holding company under the provisions of the Energy Act.
This company, Entergy Power Development Corporation, has formed a second
EWG as a subsidiary, Entergy Richmond Power Corporation, which directly
owns the interest in the Richmond facility. Entergy's investment in the
project totals approximately $12.5 million.
In November 1992, Entergy Corporation's subsidiary, Entergy, S.A.,
participated in a consortium with other nonaffiliated companies that
allowed it to acquire a 6% interest in Central Costanera, S.A., an
Argentina steam electric generating facility consisting of seven natural
gas and oil fired generating units, with total installed capacity of 1260
MW. Central Costanera, S. A. is an EWG under the provisions of the Energy
Act. Entergy Corporation's initial investment to acquire its 6% interest
in Central Costanera, S.A. was approximately $10.5 million.
In addition, Entergy Corporation, through two subsidiaries, Entergy
Argentina, S. A., and Entergy Argentina, S.A. Ltd., holds a 10% interest in
Distrilec, S.A., an Argentina Company that in January 1993, acquired a
privatized 51% interest in Edesur S.A., an electric distribution company
providing service to Buenos Aries, Argentina. Edesur S. A. is a FUCO under
the provisions of the Energy Act. Entergy Corporation's initial investment
to acquire its indirect 5.1% in Edesur, S.A. was approximately
$58.2 million.
In July 1993, Entergy Corporation, through a new subsidiary, Entergy
Transener, S.A., participated in a consortium with other non affiliated
companies that acquired a 65% interest in a foreign transmission system
providing service in the country of Argentina. Entergy Transener, S.A. is a
FUCO under the provisions of the Energy Act. Entergy Corporation's initial
investment to acquire its indirect 9.75% interest in Transener, S. A. was
$18.5 million.
In August 1994, Entergy Corporation, through a new wholly owned
subsidiary of Entergy Power Development Corporation, Entergy Pakistan, Ltd.
acquired a 10% equity interest in The Hub River Company, Limited, which
owns a 1,292 MW steam electric generation facility under development in
Pakistan. Entergy Pakistan, Ltd. is an EWG under provisions of the Energy
Act. Entergy Corporation's initial investment to acquire its indirect 10%
interest in The Hub River Company, Limited, was $50.2 million.
In August 1994, Entergy established through its wholly owned subsidiary
Entergy Power Development Corporation, a new wholly owned subsidiary
Entergy Power Asia, Ltd. This subsidiary is an EWG under the provisions of
the Energy Act and has been established to hold Entergy's investments in
the Pacific Rim. To date, Entergy Power Asia, Ltd. does not have any
material investments.
The business address of Entergy Power Development, Entergy Power Asia,
Ltd., Entergy Richmond Power, Entergy Transener S. A. and Entergy Pakistan
Ltd., is:
900 South Shackleford Road
Suite 210
Little Rock, AR 72211
Entergy Corporation owns, indirectly through Entergy Power Development
Corporation, 100% of the outstanding capital stock of Entergy Edegel,
Entergy Crown Vista I, Entergy Crown Vista III and Entergy Crown Vista IV,
each of which has qualified for exemption from the Act as an EWG pursuant
to the Energy Act. However, such companies are minimally capitalized, and
none of such companies currently owns any facilities used for the
generation of electric energy for sale. Accordingly, no financial
information for such companies is provided under Exhibit I.
(b) See "Item 1 System Companies and Investments Therein as of December 31,
1994,", "Item 5 Investments in Securities of Non-System Companies" and
Exhibits H and I for further information regarding Entergy's direct and
indirect holdings in exempt wholesale generators and foreign utility
companies.
(c) Entergy Power Development Corporation had no long-term debt as of
December 31, 1994. Losses for the year ended December 31, 1994 were
$6,705,003.
Entergy Richmond Power Corporation had no long-term debt as of December
31, 1994. Losses for the year ended December 31, 1994 were $601,745.
Entergy Pakistan, Ltd. had no long-term debt as of December 31, 1994.
Earnings for the year ended December 31, 1994 were $71,983.
Entergy Power Asia, Ltd. had no long-term debt as of December 31,
1994. Earnings for the year ended December 31, 1994 were $8,131.
Entergy Argentina, S. A. had no long-term debt as of December 31, 1994.
Earnings for the year ended December 31, 1994 were $34.
Entergy Argentina, S. A. Ltd., had no long-term debt as of December 31,
1994. No earnings were recorded for the year ended December 31, 1994.
Entergy S.A. had no long term debt as of December 31, 1994. Earnings
for the year ended December 31, 1994 were $1,412,016.
Entergy Transener S. A. had no long-term debt as of December 31, 1994.
Earnings for the year ended December 31, 1994 were $2,236,783.
(d) None.
ITEM 9. Part II
See Exhibit H
ITEM 9. Part III
Entergy Corporation's aggregate investment in exempt wholesale
generators at December 31, 1994 was $86,000,000. Entergy Corporation's
aggregate investment in foreign utility companies at December 31, 1994 was
$175,721,000. The ratio of Entergy's aggregate investment in exempt
wholesale generators and foreign utility companies to the investment in its
domestic public utility subsidiary companies is less than 1 percent.
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS
Financial statements and financial statement schedules filed as part of
the annual report, pursuant to requirements of the Public Utility Holding
Company Act of 1935.
</TABLE>
<TABLE>
<CAPTION>
FINANCIAL STATEMENTS PAGE NO.
<S> <C>
*Independent Auditors' Consent S-1
Entergy Corporation and Subsidiaries:
*Consolidating Balance Sheet as of December 31, 1994 S-2
*Consolidating Statement of Income (Loss) for the Year Ended December 31, 1994 S-10
*Consolidating Statement of Retained Earnings for the Year Ended December 31, 1994 S-14
*Consolidating Statement of Cash Flows for the Year Ended December 31, 1994 S-18
GSU Corporation and Subsidiaries:
*Consolidating Balance Sheet as of December 31, 1994 S-22
*Consolidating Statement of Income (Loss) for the Year Ended December 31, 1994 S-24
*Consolidating Statement of Retained Earnings for the Year Ended December 31, 1994 S-25
*Consolidating Statement of Cash Flows for the Year Ended December 31, 1994 S-26
Statutory Subsidiary, accounted for as an equity investment, the
Accounts of which are not included in the foregoing Consolidating
Statements of Entergy Corporation and Subsidiaries:
The Arklahoma Corporation:
*Balance Sheets, November 30, 1994 and 1993 S-27
*Statements of Income and Statements of Retained Earnings,
Years Ended November 30, 1994 and 1993 S-28
*Statements of Cash Flows, Years Ended
November 30, 1994 and 1993 S-29
*Notes to Financial Statements, November 30, 1994 and 1993 S-30
</TABLE>
* Letter, dated April 28, 1995, regarding payment of nuclear liability
insurance premiums by Entergy System companies.
The following financial information indicated by an asterisk is filed
herewith. The balance of the financial information has heretofore been
filed with the Securities and Exchange Commission in the file numbers
indicated and is incorporated herein by reference.
ENTERGY CORPORATION
Independent Auditors' Report and Notes to Consolidated Financial
Statements of Entergy Corporation (Reference is made to information under
the headings "Report of Independent Accountants" and "Notes to Consolidated
Financial Statements," contained in Entergy Corporation's 1994 Financial
Statements included in the Form 10-K for the year ended December 31, 1994,
in File No. 1-11299)
Financial Statement Schedules of Entergy Corporation (Referred to in
Item 14(a)2 to Form 10-K for the year ended December 31, 1994, in File No.
1-11299 and included in such Form 10-K)
AP&L
Independent Auditors' Report and Notes to Financial Statements of AP&L
(Reference is made to information under the headings "Report of Independent
Accountants" and "Notes to Financial Statements" contained in AP&L's 1994
Financial Statements included in the Form 10-K for the year ended December
31, 1994, in File No. 1-10764)
Financial Statement Schedules of AP&L (Referred to in Item 14(a)2 to
Form 10-K for the year ended December 31, 1994, in File No. 1-10764 and
included in such Form 10-K)
GSU
Independent Auditors' Report and Notes to Financial Statements of GSU
(Reference is made to information under the headings "Report of Independent
Accountants" and "Notes to Financial Statements" contained in GSU's 1994
Financial Statements included in the Form 10-K for the year ended December
31, 1994, in File No. 1-2703)
Financial Statement Schedules of GSU (Referred to in Item 14(a)2 to
Form 10-K for the year ended December 31, 1994, in File No. 1-2703 and
included in such Form 10-K)
LP&L
Independent Auditors' Report and Notes to Financial Statements of LP&L
(Reference is made to information under the headings "Report of Independent
Accountants" and "Notes to Financial Statements" contained in LP&L's 1994
Financial Statements included in the Form 10-K for the year ended December
31, 1994, in File No. 1-8474)
Financial Statement Schedules of LP&L (Referred to in Item 14(a)2 to
Form 10-K for the year ended December 31, 1994, in File No. 1-8474 and
included in such Form 10-K)
MP&L
Independent Auditors' Report and Notes to Financial Statements of MP&L
(Reference is made to information under the headings "Report of Independent
Accountants" and "Notes to Financial Statements," contained in MP&L's 1994
Financial Statements included in the Form 10-K for the year ended December
31, 1994, in File No. 0-320)
Financial Statement Schedules of MP&L (Referred to in Item 14(a)2 to
Form 10-K for the year ended December 31, 1994, in File No. 0-320 and
included in such Form 10-K)
NOPSI
Independent Auditors' Report and Notes to Financial Statements of
NOPSI (Reference is made to information under the headings "Report of
Independent Accountants" and "Notes to Financial Statements," contained in
NOPSI's 1994 Financial Statements included in the Form 10-K for the year
ended December 31, 1994, in File No. 0-5807)
Financial Statement Schedules of NOPSI (Referred to in Item 14(a)2 to
Form 10-K for the year ended December 31, 1994, in File No. 0-5807 and
included in such Form 10-K)
SYSTEM ENERGY
Independent Auditors' Report and Notes to Financial Statements of
System Energy (Reference is made to information under the headings "Report
of Independent Accountants" and "Notes to Financial Statements," contained
in System Energy's 1993 Financial Statements included in the Form 10-K for
the year ended December 31, 1994, in File No. 1-9067)
Financial Statement Schedules of System Energy (Referred to in Item
14(a)2 to Form 10-K for the year ended December 31, 1994, in File No. 1-
9067 and included in such Form 10-K)
ENTERGY CORPORATION SYSTEM COMPANIES
A-1 Entergy Corporation's Annual Report on Form 10-K for the year ended
December 31, 1994 (Incorporated herein by reference from File No. 1-11299)
A-2 AP&L's Annual Report on Form 10-K for the year ended December 31,
1994 (Incorporated herein by reference from File No. 1-10764)
A-3 GSU's Annual Report on Form 10-K for the year ended December 31, 1994
(Incorporated herein by reference from File No. 1-2703)
A-4 LP&L's Annual Report on Form 10-K for the year ended December 31,
1994 (Incorporated herein by reference from File No. 1-8474)
A-5 MP&L's Annual Report on Form 10-K for the year ended December 31,
1994 (Incorporated herein by reference from File No. 0-320)
A-6 NOPSI's Annual Report on Form 10-K for the year ended December 31,
1994 (Incorporated herein by reference from File No. 0-5807)
A-7 System Energy's Annual Report on Form 10-K for the year ended
December 31, 1994 (Incorporated herein by reference from File No. 1-9067)
ENTERGY CORPORATION
B-1(a) Certificate of Incorporation of Entergy Corporation as executed
December 31, 1993 (Filed as Exhibit A-1(a) to Rule 24 Certificate in File
No. 70-8059)
B-1(b) By-Laws of Entergy Corporation as executed August 25, 1992 (Filed as
Exhibit A-2(a) to Rule 24 Certificate in File No. 70-8059)
AP&L
B-2(a) Amended and Restated Articles of Incorporation of AP&L, as amended
as of May 27, 1992 (Filed as Exhibit 4(c) to Form S-3 in File No. 33-50289)
B-2(b) By-Laws of AP&L, as amended as of May 5, 1994 and currently in
effect (Filed as Exhibit 3(d) to Form 10-Q for the quarterly period ended
June 30, 1994 in File No. 1-10764)
ENTERGY ENTERPRISES
B-3(a) Articles of Incorporation of Electec (Filed as Exhibit B-4(a) to
Form U5S for the year ended December 31, 1983)
B-3(b) Amendment of Articles of Incorporation of Enterprises, as executed
July 27, 1992 (Filed as Exhibit A-5 to Form U-1 in File No. 70-8002)
B-3(c) Amendment of Articles of Incorporation of Enterprises, as executed
September 16, 1992 (Filed as Exhibit A-4 to Form U-1 in File No. 70-8002)
B-3(d) By-Laws of Enterprises, as amended and currently in effect (Filed as
Exhibit A-6(a) to Form U-1 in File No. 70-7947)
LP&L
B-4(a) Restated Articles of Incorporation of LP&L, as amended as of July
21, 1994 (Filed as Exhibit 3(a) to Form 10-Q for the quarterly period ended
June 30, 1994 in File No. 1-8474)
B-4(b) By-Laws of LP&L, as amended as of January 23, 1984 and currently in
effect (Filed as Exhibit A-4 to Form U-1 in File No. 70-6962)
MP&L
B-5(a) Restated Articles of Incorporation of MP&L, as amended as of March
7, 1995 (Filed as Exhibit 3(i)(f)2 to Form 10-K for the year ended December
31, 1994 in File No. 0-320)
*B-5(b) By-Laws of MP&L, as amended as of April 5, 1995 and currently in
effect.
NOPSI
B-6(a) Restated Articles of Incorporation of NOPSI, as amended as of July
21, 1994 (Filed as Exhibit 3(c) to Form 10-Q for the quarterly period ended
June 30, 1994 in File No. 0-5807)
B-6(b) By-Laws of NOPSI, as amended as of May 5, 1994 and currently in
effect (Filed as Exhibit 3(g) to Form 10-Q for the quarterly period ended
June 30, 1994 in File No. 0-5807)
SYSTEM ENERGY
B-7(a) Amended and Restated Articles of Incorporation of System Energy, as
executed April 28, 1989 (Filed as Exhibit A-1(a) to Form U-1 in File No. 70-
5399)
B-7(b) By-Laws of System Energy, as executed May 4, 1989 and currently in
effect (Filed as Exhibit A-2(a) to Form U-1 in File No. 70-5399)
ENTERGY SERVICES
B-8(a) Certificate of Incorporation of Entergy Services, as executed May 5,
1989 (Filed as Exhibit A-1 in File No. 37-63)
*B-8(b) By-Laws of Entergy Services, as amended as of May 13, 1991 and
currently in effect
SYSTEM FUELS
B-9(a) Articles of Incorporation of System Fuels, as executed January 3,
1972 (Filed as Exhibit A-1 to Form U-1 in File No. 70-5015)
B-9(b) By-Laws of System Fuels, as amended as of December 1, 1985 and
currently in effect (Filed as an Exhibit to Form U5S for the year ended
December 31, 1982)
ENTERGY OPERATIONS
B-10(a) Restated Certificate of Incorporation of Entergy Operations,
effective June 8, 1990 (Filed as Exhibit A-1(b) to Rule 24 Certificate in
File No. 70-7679)
B-10(b) By-Laws of Entergy Operations, as amended as of June 6, 1990 and
currently in effect (Filed as Exhibit A-2(b) to Rule 24 Certificate in File
No. 70-7679)
ENTERGY POWER
B-11(a) Restated Certificate of Incorporation of Entergy Power effective
August 17, 1990 (Filed as Exhibit A-1(b) to Rule 24 Certificate in File No.
70-7684)
*B-11(b) By-Laws of Entergy Power, as amended as of October 28, 1993 and
currently in effect
ENTERGY S.A.
B-12(a) Deed of Incorporation of Entergy S.A. (Filed as Exhibit B-12(a)
to Form U5S for the year ended December 31, 1992)
B-12(b) Deed of Entergy S.A. (Filed as Exhibit B-12(b) to Form U5S for
the year ended December 31, 1992)
ENTERGY ARGENTINA S.A.
B-13(a) Articles of Incorporation of Entergy Argentina, S.A. (Filed as
Exhibit A-1 to Form U-1 in File No. 70-8010)
B-13(b) By-Laws of Entergy Argentina, S.A. (Filed as Exhibit A-2 to Form
U-1 in File No. 70-8010)
ENTERGY POWER DEVELOPMENT
B-14(a) Certificate of Incorporation of Entergy Power Development
Corporation, as executed December 9, 1992 (Filed as Exhibit B-14(a) to Form
U5S for the year ended December 31, 1992)
*B-14(b) By-Laws of Entergy Power Development Corporation, as amended as
of October 28, 1993 and currently in effect
ENTERGY RICHMOND POWER
B-15(a) Certificate of Incorporation of Entergy Richmond Power
Corporation, as executed December 9, 1992 (Filed as Exhibit B-15(a) to Form
U5S for the year ended December 31, 1992)
*B-15(b) By-Laws of Entergy Richmond Power Corporation, as executed
October 28, 1993 and currently in effect
GSU
B-16(a) Restated Articles of Incorporation, as amended as of May 28, 1993
of Gulf States (Filed as Exhibit A-11 to Form U-1 in File No. 70-8059)
B-16(b) Statement of Resolution amending Restated Articles of
Incorporation of Gulf States establishing terms of new Preference Stock
(Filed as Exhibit A-11(a) to Form U-1 in File No. 70-8059)
B-16(c) By-Laws of Gulf States, as amended as of May 5, 1994 and
currently in effect (Filed as Exhibit 3-e to Form 10-Q for the quarterly
period ended June 30, 1994 in File No. 1-2703)
VARIBUS
B-17(a) Charter (Articles of Association) and Amendments thereto of
Varibus Corporation, as executed March 23, 1970 (Filed as Exhibit B-17(a)
to Form U5B)
B-17(b) By-Laws of Varibus Corporation, as executed February 28, 1994 and
currently in effect (Filed as Exhibit B-17(b) to Form U5B)
POG
B-18(a) Charter (Articles of Association) and Amendments thereto of
Prudential, Oil and Gas, Inc., as executed October 16, 1962 (Filed as
Exhibit B-18(a) to Form U5B)
B-18(b) By-Laws of Prudential, Oil and Gas, Inc., as executed February
28, 1994 and currently in effect (Filed as Exhibit B-18(b) to Form U5B)
GSG&T
B-19(a) Charter (Articles of Association) and Amendments thereto of
GSG&T, Inc., as executed May 15, 1987 (Filed as Exhibit B-19(a) to Form
U5B)
B-19(b) By-Laws of GSG&T, Inc., as executed February 28,1 1994 and
currently in effect (Filed as Exhibit B-19(b) to Form U5B)
SOUTHERN GULF
B-20(a) Charter (Articles of Association) and Amendments thereto of
Southern Gulf Railway Company, as executed May 6, 1993 (Filed as Exhibit B-
20(a) to Form U5B)
B-20(b) By-Laws of Southern Gulf Railway Company, as executed February
28, 1994 and currently in effect (Filed as Exhibit B-20(b) to Form U5B)
ENTERGY YACYRETA I, INC.
*B-21(a) Certificate of Incorporation of Entergy Yacyreta I, Inc., as
executed August 1, 1994
*B-21(b) By-Laws of Entergy Yacyreta I, Inc. as currently in effect
ENTERGY ARGENTINA S. A. Ltd.
*B-22(a) Articles of Association of Entergy Argentina, S. A. Ltd., as of
February 9, 1995
*B-22(b) Memorandum of Association of Entergy Argentina, S.A. Ltd., as of
February 9, 1995
ENTERGY CORPORATION
C- 1(a) See C-2 through C-8(k) below for instruments defining the rights
of holders of long-term debt of AP&L, GSU, LP&L, MP&L, NOPSI and System
Energy
C- 1(b) Revolving Credit Agreement dated as of January 31, 1989 between
System Fuels and Bank of America National Trust and Savings Association
(Filed as Exhibit B-1(c)to Rule 24 Certificate, dated February 1, 1989, in
File No. 70-7574), as amended by First Amendment to Revolving Credit
Agreement, dated as of August 28, 1990 (Filed as Exhibit A to Rule 24
Certificate, dated October 31, 1990, in File No. 70-7574)
C- 1(c) Security Agreement dated as of January 31, 1989 between System
Fuels and Bank of America National Trust and Savings Association (Filed as
Exhibit B-3(c) to Rule 24 Certificate in File No. 70-7574)
C- 1(d) Credit Agreement dated as of October 3, 1989, between System
Fuels and The Yasuda Trust and Banking Co., Ltd., New York Branch, as agent
(Filed as Exhibit B-1(c) to Rule 24 Certificate in File No. 70-7668)
C- 1(e) First Amendment, dated as of March 1, 1992, to Credit Agreement,
dated as of October 3, 1989, between System Fuels and The Yasuda Trust and
Banking Co., Ltd., New York Branch, as agent (Filed as Exhibit 4(a)5 to
Form 10-K for the year ended December 31, 1991 in File No. 1-3517).
C- 1(f) Second Amendment, dated as of September 30, 1992, to Credit
Agreement, dated as of October 3, 1989, between System Fuels and The Yasuda
Trust and Banking Co., Ltd., New York Branch, as agent (Filed as Exhibit
4(a)6 to Form 10-K for the year ended December 31, 1992 in File No. 1-
3517).
C- 1(g) Security Agreement, dated as of October 3, 1989, as amended,
between System Fuels and The Yasuda Trust and Banking Co., Ltd., New York
Branch, as agent (Filed as Exhibit B-3(c) to Rule 24 Certificate, dated
October 6, 1989, in File No. 70-7668), as amended by First Amendment to
Security Agreement, dated as of March 14, 1990 (Filed as Exhibit A to Rule
24 Certificate, dated March 7, 1990, in File No. 70-7668)
C- 1(h) Consent and Agreement, dated as of October 3, 1989, among System
Fuels, The Yasuda Trust and Banking Co., Ltd., New York Branch, as agent,
AP&L, LP&L, and System Energy (Filed as Exhibit B-5(c) to Rule 24
Certificate, dated October 6, 1989, in File No. 70-7668)
AP&L
C- 2 Mortgage and Deed of Trust, as amended by fifty-one Supplemental
Indentures (Filed, respectively, as the exhibits and in the file numbers
indicated: 7(d) in 2-5463 (Mortgage); 7(b) in 2-7121 (First); 7(c) in 2-
7605 (Second); 7(d) in 2-8100 (Third); 7(a)-4 in 2-8482 (Fourth); 7(a)-5 in
2-9149 (Fifth); 4(a)-6 in 2-9789 (Sixth); 4(a)-7 in 2-10261 (Seventh); 4(a)-
8 in 2-11043 (Eighth); 2(b)-9 in 2-11468 (Ninth); 2(b)-10 in 2-15767
(Tenth); D in 70-3952 (Eleventh); D in 70-4099 (Twelfth); 4(d) in 2-23185
(Thirteenth); 2(c) in 2-24414 (Fourteenth); 2(c) in 2-25913 (Fifteenth);
2(c) in 2-28869 (Sixteenth); 2(d) in 2-28869 (Seventeenth); 2(c) in 2-35107
(Eighteenth); 2(d) in 2-36646 (Nineteenth); 2(c) in 2-39253 (Twentieth);
2(c) in 2-41080 (Twenty-first); C-1 to Rule 24 Certificate in 70-5151
(Twenty-second); C-1 to Rule 24 Certificate in 70-5257 (Twenty-third); C to
Rule 24 Certificate in 70-5343 (Twenty-fourth); C-1 to Rule 24 Certificate
in 70-5404 (Twenty-fifth); C to Rule 24 Certificate in 70-5502 (Twenty-
sixth); C-1 to Rule 24 Certificate in 70-5556 (Twenty-seventh); C-1 to Rule
24 Certificate in 70-5693 (Twenty-eighth); C-1 to Rule 24 Certificate in 70-
6078 (Twenty-ninth); C-1 to Rule 24 Certificate in 70-6174 (Thirtieth); C-1
to Rule 24 Certificate in 70-6246 (Thirty-first); C-1 to Rule 24
Certificate in 70-6498 (Thirty-second); A-4b-2 to Rule 24 Certificate in 70-
6326 (Thirty-third); C-1 to Rule 24 Certificate in 70-6607 (Thirty-fourth);
C-1 to Rule 24 Certificate in 70-6650 (Thirty-fifth); C-1 to Rule 24
Certificate, dated December 1, 1982, in 70-6774 (Thirty-sixth); C-1 to Rule
24 Certificate, dated February 17, 1983, in 70-6774 (Thirty-seventh); A-
2(a) to Rule 24 Certificate, dated December 5, 1984, in 70-6858 (Thirty-
eighth); A-3(a) to Rule 24 Certificate in 70-7127 (Thirty-ninth); A-7 to
Rule 24 Certificate in 70-7068 (Fortieth); A-8(b) to Rule 24 Certificate,
dated July 6, 1989, in 70-7346 (Forty-first); A-8(c) to Rule 24
Certificate, dated February 1, 1990, in 70-7346 (Forty-second); 4 to Form
10-Q for the quarter ended September 30, 1990, in 1-10764 (Forty-third); A-
2(a) to Rule 24 Certificate, dated November 30, 1990, in 70-7802 (Forty-
fourth); and A-2(b) to Rule 24 Certificate, dated January 24, 1991, in 70-
7802 (Forty-fifth); and 4(d)(2) in 33-54298 (Forty-sixth) 4(c)(2) to Form
10-K for the year ended December 31, 1992 in 1-10764 (Forty-seventh); 4(b)
to Form 10-Q for the quarter ended June 30, 1993 in 1-10764 (Forty-eighth);
4(c) to Form 10-Q for the quarter ended June 30, 1993 in 1-10764
(Forty-ninth); 4(b) to Form 10-Q for the quarter ended September 30, 1993
in 1-10764 (Fiftieth); 4(c) to Form 10-Q for the quarter ended September
30, 1993 in 1-10764 (Fifty-first); and 4(a) to Form 10-Q for the quarter
ended June 30, 1994 (Fifty-second)).
LP&L
C- 4(a) Mortgage and Deed of Trust, as amended by forty-eight
Supplemental Indentures (Filed, respectively, as the exhibits and in the
file numbers indicated: 7(d) in 2-5317 (Mortgage); 7(b) in 2-7408 (First);
7(c) in 2-8636 (Second); 4(b)-3 in 2-10412 (Third); 4(b)-4 in 2-12264
(Fourth); 2(b)-5 in 2-12936 (Fifth); D in 70-3862 (Sixth); 2(b)-7 in 2-
22340 (Seventh); 2(c) in 2-24429 (Eighth); 4(c)-9 in 2-25801 (Ninth); 4(c)-
10 in 2-26911 (Tenth); 2(c) in 2-28123 (Eleventh); 2(c) in 2-34659
(Twelfth); C to Rule 24 Certificate in 70-4793 (Thirteenth); 2(b)-2 in 2-
38378 (Fourteenth); 2(b)-2 in 2-39437 (Fifteenth); 2(b)-2 in 2-42523
(Sixteenth); C to Rule 24 Certificate in 70-5242 (Seventeenth); C to Rule
24 Certificate in 70-5330 (Eighteenth); C-1 to Rule 24 Certificate in 70-
5449 (Nineteenth); C-1 to Rule 24 Certificate in 70-5550 (Twentieth); A-
6(a) to Rule 24 Certificate in 70-5598 (Twenty-first); C-1 to Rule 24
Certificate in 70-5711 (Twenty-second); C-1 to Rule 24 Certificate in 70-
5919 (Twenty-third); C-1 to Rule 24 Certificate in 70-6102 (Twenty-fourth);
C-1 to Rule 24 Certificate in 70-6169 (Twenty-fifth); C-1 to Rule 24
Certificate in 70-6278 (Twenty-sixth); C-1 to Rule 24 Certificate in 70-
6355 (Twenty-seventh); C-1 to Rule 24 Certificate in 70-6508 (Twenty-
eighth); C-1 to Rule 24 Certificate in 70-6556 (Twenty-ninth); C-1 to Rule
24 Certificate in 70-6635 (Thirtieth); C-1 to Rule 24 Certificate in 70-
6834 (Thirty-first); C-1 to Rule 24 Certificate in 70-6886 (Thirty-second);
C-1 to Rule 24 Certificate in 70-6993 (Thirty-third); C-2 to Rule 24
Certificate in 70-6993 (Thirty-fourth); C-3 to Rule 24 Certificate in 70-
6993 (Thirty-fifth); A-2(a) to Rule 24 Certificate in 70-7166 (Thirty-
sixth); A-2(a) to Rule 24 Certificate in 70-7226 (Thirty-seventh); C-1 to
Rule 24 Certificate in 70-7270 (Thirty-eighth)); 4(a) to Quarterly Report
on Form 10-Q for the quarter ended June 30, 1988, in 1-8474 (Thirty-ninth);
A-2(b) to Rule 24 Certificate in 70-7553 (Fortieth); A-2(d) to Rule 24
Certificate in 70-7553 (Forty-first); A-3(a) to Rule 24 Certificate, in 70-
7822 (Forty-second); A-3(b) to Rule 24 Certificate in 70-7822 (Forty-
third); A-2(b) to Rule 24 Certificate in 70-7822 (Forty-fourth); and A-3(c)
to Rule 24 Certificate in 70-7822 (Forty-fifth); A-2(c) to Rule 24
Certificate dated April 7, 1993 in 70-7822 (Forty-sixth); A-3(d) to Rule 24
Certificate dated June 4, 1993 in 70-7822 (Forth-seventh); A-3(e) to Rule
24 Certificate dated December 21, 1993 in 70-7822 (Forty-eighth); and A-
3(f) to Rule 24 Certificate dated August 1, 1994 in 70-7822 (Forty-ninth))
C- 4(b) Facility Lease No. 1, dated as of September 1, 1989, between
First National Bank of Commerce, as Owner Trustee, and LP&L (Filed as
Exhibit 4(c)-1 in Registration No. 33-30660)
C- 4(c) Facility Lease No. 2, dated as of September 1, 1989, between
First National Bank of Commerce, as Owner Trustee, and LP&L (Filed as
Exhibit 4(c)-2 in Registration No. 33-30660)
C- 4(d) Facility Lease No. 3, dated as of September 1, 1989, between
First National Bank of Commerce, as Owner Trustee, and LP&L (Filed as
Exhibit 4(c)-3 in Registration No. 33-30660)
MP&L
C- 5(a) Mortgage and Deed of Trust, as amended by twenty-five
Supplemental Indentures (Filed, respectively, as the exhibits and in the
file numbers indicated: 7(d) in 2-5437 (Mortgage); 7(b) in 2-7051 (First);
7(c) in 2-7763 (Second); 7(d) in 2-8484 (Third); 4(b)-4 in 2-10059
(Fourth); 2(b)-5 in 2-13942 (Fifth); A-11 to Form U-1 in 70-4116 (Sixth);
2(b)-7 in 2-23084 (Seventh); 4(c)-9 in 2-24234 (Eighth); 2(b)-9(a) in 2-
25502 (Ninth); A-11(a) to Form U-1 in 70-4803 (Tenth); A-12(a) to Form U-1
in 70-4892 (Eleventh); A-13(a) to Form U-1 in 70-5165 (Twelfth); A-14(a) to
Form U-1 in 70-5286 (Thirteenth); A-15(a) to Form U-1 in 70-5371
(Fourteenth); A-16(a) to Form U-1 in 70-5417 (Fifteenth); A-17 to Form U-1
in 70-5484 (Sixteenth); 2(a)-19 in 2-54234 (Seventeenth); C-1 to Rule 24
Certificate in 70-6619 (Eighteenth); A-2(c) to Rule 24 Certificate in 70-
6672 (Nineteenth); A-2(d) to Rule 24 Certificate in 70-6672 (Twentieth); C-
1(a) to Rule 24 Certificate in 70-6816 (Twenty-first); C-1(a) to Rule 24
Certificate in 70-7020 (Twenty-second); C-1(b) to Rule 24 Certificate in 70-
7020 (Twenty-third); C-1(a) to Rule 24 Certificate in 70-7230 (Twenty-
fourth); and A-2(a) to Rule 24 Certificate in 70-7419 (Twenty-fifth))
C- 5(b) Mortgage and Deed of Trust, dated as of February 1, 1988, as
amended by eight Supplemental Indentures (Filed, respectively, as the
exhibits and in the file numbers indicated: A-2(a)-2 to Rule 24
Certificate in 70-7461 (Mortgage); A-2(b)-2 to Rule 24 Certificate in 70-
7461 (First); A-5(b) to Rule 24 Certificate in 70-7419 (Second); A-4(b) to
Rule 24 Certificate in 70-7554 (Third); and A-1(b)-1 to Rule 24 Certificate
in 70-7737 (Fourth); A-2(b) to Rule 24 Certificate in 70-7914 (Fifth);
A-2(e) to Rule 24 Certificate in 70-7914 (Sixth); A-2(g) to Form U-1 in 70-
7914 (Seventh); A-2(i) to Rule 24 Certificate in 70-7914 (Eighth); and A-
2(j) to Rule 24 Certificate dated July 22, 1994 in 70-7914 (ninth))
NOPSI
C- 6(a) Mortgage and Deed of Trust, as amended by eleven Supplemental
Indentures (Filed, respectively, as the exhibits and in the file numbers
indicated: B-3 in 2-5411 (Mortgage); 7(b) in 2-7674 (First); 4(a)-2 in 2-
10126 (Second); 4(b) in 2-12136 (Third); 2(b)-4 in 2-17959 (Fourth); 2(b)-
5 in 2-19807 (Fifth); D to Rule 24 Certificate in 70-4023 (Sixth); 2(c) in
2-24523 (Seventh); 4(c)-9 in 2-26031 (Eighth); 2(a)-3 in 2-50438 (Ninth);
2(a)-3 in 2-62575 (Tenth); and A-2(b) to Rule 24 Certificate in 70-7262
(Eleventh))
C- 6(b) Mortgage and Deed of Trust, dated as of May 1, 1987, as amended
by four Supplemental Indentures (Filed, respectively, as the exhibits and
in the file numbers indicated: A-2(c) to Rule 24 Certificate in 70-7350
(Mortgage); A-5(b) to Rule 24 Certificate in 70-7350 (First); A-4(b) to
Rule 24 Certificate in 70-7448 (Second); 4(f)4 to Form 10-K for the year
ended December 31, 1992 in 0-5807 (Third); and 4(a) to Form 10-Q for the
quarter ended September 30, 1993 in 0-5807 (Fourth))
SYSTEM ENERGY
C- 7(a) Mortgage and Deed of Trust, as amended by eighteen Supplemental
Indentures (Filed, respectively, as the exhibits and in the file numbers
indicated: A-1 in 70-5890 (Mortgage); B and C to Rule 24 Certificate in 70-
5890 (First); B to Rule 24 Certificate in 70-6259 (Second); 20(a)-5 to Form
10-Q for the quarter ended June 30, 1981, in 1-3517 (Third); A-1(e)-1 to
Rule 24 Certificate in 70-6985 (Fourth); B to Rule 24 Certificate in 70-
7021 (Fifth); B to Rule 24 Certificate in 70-7021 (Sixth); A-3(b) to Rule
24 Certificate in 70-7026 (Seventh); A-3(b) to Rule 24 Certificate in 70-
7158 (Eighth); B to Rule 24 Certificate in 70-7123 (Ninth); B-1 to Rule 24
Certificate in 70-7272 (Tenth); B-2 to Rule 24 Certificate in 70-7272
(Eleventh); B-3 to Rule 24 Certificate in 70-7272 (Twelfth); B-1 to Rule 24
Certificate in 70-7382 (Thirteenth); and B-2 to Rule 24 Certificate in 70-
7382 (Fourteenth); A-2(c) to Rule 24 Certificate in 70-7946 (Fifteenth); A-
2(c) to Rule 24 Certificate in 70-7946 (Sixteenth); and A-2(d) to Rule 24
Certificate in 70-7946 (Seventeenth); A-2(e) to Rule 24 Certificate in 70-
7946 (Eighteenth); and A-2(g) to Rule 24 Certificate dated May 6, 1994 in
70-7946 (Nineteenth)).
C-7(b) Facility Lease No. 1, dated as of December 1, 1988, between Meridian
Trust Company and Stephen M. Carta, (Steven Kaba, Seccessor) as Owner
Trustees, and System Energy (Filed as Exhibit B-2(c)(1) to Rule 24
Certificate, dated January 9, 1989, in File No. 70-7561), as supplemented
by Lease Supplement No. 1 dated as of April 1, 1989 (B-22(b) (1) to Rule 24
Certificate dated April 21, 1989 in 70-7561) and Lease Supplement No. 2
dated as of January 1, 1994 (B-3(d) to Rule 24 Certificate dated January
31, 1994 in 70-8215).
C-7(c) Facility Lease No. 2, dated as of December 1, 1988, between Meridian
Trust Company and Stephen M. Carta, as Owner Trustees, and System Energy
(Filed as Exhibit B-2(c)(2) to Rule 24 Certificate, dated January 9, 1989,
in File No. 70-7561), as supplemented by Lease Supplement No. 1 dated as of
April 1, 1989 (B-22(b) (2) to Rule 24 Certificate dated April 21, 1989 in
70-7561) and Lease Supplement No. 2 dated as of January 1, 1994 (B-4(d)
Rule 24 Certificate dated January 31, 1994 in 70-8215).
C-7(d) Installment Sale Agreement, dated as of December 1, 1983 between
System Energy and Claiborne County, Mississippi (B-1 to First Rule 24
Certificate in 70-6913).
C-7(e) Indenture of Trust, dated as of December 1, 1983, between Claiborne
County, Mississippi and Deposit Guaranty National Bank (A-1 to First
Rule 24 Certificate in 70-6913).
C-7(f) Installment Sale Agreement, dated as of June 1, 1984, between System
Energy and Claiborne County, Mississippi (B-2 to Second Rule 24 Certificate
in 70-6913).
C-7(g) Indenture of Trust dated as of June 1, 1984, between Claiborne
County, Mississippi and Deposit Guaranty National Bank (A-2 to Second
Rule 24 Certificate in 70-6913).
C-7(h) Installment Sale Agreement, dated as of December 1, 1984, between
System Energy and Claiborne County, Mississippi (B-1 to First Rule 24
Certificate in 70-7026).
C-7(i) Indenture of Trust, dated as of December 1, 1984, between Claiborne
County, Mississippi and Deposit Guaranty National Bank (B-2 to First
Rule 24 Certificate in 70-7026).
C-7(j) Installment Sale Agreement, dated as of June 15, 1985, between
System Energy and Claiborne County, Mississippi (B-1(b) to Third Rule 24
Certificate in 70-7026).
C-7(k) Indenture of Trust, dated as of June 15, 1985, between Claiborne
County, Mississippi and Deposit Guaranty National Bank (B-2(b) to Third
Rule 24 Certificate in 70-7026).
C-7(l) Installment Sale Agreement, dated as of May 1, 1986, between System
Energy and Claiborne County, Mississippi (B-1(b) to Rule 24 Certificate in
70-7158).
C-7(m) Indenture of Trust, dated as of May 1, 1986, between Claiborne
County, Mississippi and Deposit Guaranty National Bank (B-2(b) to Rule 24
Certificate in 70-7158).
GSU
C-8(a) Indenture of Mortgage, as amended by certain Supplemental Indentures
(B-a-I-1 in Registration No. 2-2449 (Mortgage); 7-A-9 in Registration No. 2-
6893 (Seventh); B to Form 8-K dated September 1, 1959 (Eighteenth); B to
Form 8-K dated February 1, 1966 (Twenty-second); B to Form 8-K dated March
1, 1967 (Twenty-third); C to Form 8-K dated March 1, 1968 (Twenty-fourth);
B to Form 8-K dated November 1, 1968 (Twenty-fifth); B to Form 8-K dated
April 1, 1969 (Twenty-sixth); 2-A-8 in Registration No. 2-66612 (Thirty-
eighth); 4-2 to Form 10-K for the year ended December 31, 1984 in 1-2703
(Forty-eighth); 4-2 to Form 10-K for the year ended December 31, 1988 in 1-
2703 (Fifty-second); 4 to Form 10-K for the year ended December 31, 1991 in
1-2703 (Fifty-third); 4 to Form 8-K dated July 29, 1992 in 1-2703 (Fifth-
fourth); 4 to Form 10-K dated December 31, 1992 in 1-2703 (Fifty-fifth); 4
to Form 10-Q for the quarter ended March 31, 1993 in 1-2703 (Fifty-sixth);
and 4-2 to Amendment No. 9 to Registration No. 2-76551 (Fifty-seventh))
C-8(b) Indenture, dated March 21, 1939, accepting resignation of The Chase
National Bank of the City of New York as trustee and appointing Central
Hanover Bank and Trust Company as successor trustee (Filed as Exhibit B-a-1-
6 in Registration No. 2-4076).
C-8(c) Trust Indenture for 9.72% Debentures due July 1, 1998 (Filed as
Exhibit 4 in Registration No. 33-40113).
C-8(d) Guaranty Agreement, dated as of December 1, 1971, relating to
Pollution Control Revenue Bonds of the Industrial Development Board of the
Parish of Calcasieu, Inc., (Louisiana) (Filed as Exhibit 5-26 to GSU
Registration No. 2-52878).
C-8(e) Guaranty Agreement, dated as of July 1, 1976, between the Company
and the Parish of Iberville, Louisiana (Filed as Exhibits C and D to GSU
Form 8-K, dated August 6, 1976).
C-8(f) Guaranty Agreement, dated March 1, 1983, between the Company and
American Bank and Trust Company, relating to Pollution Control Revenue
Bonds of the Parish of Pointe Coupee (Louisiana) (Filed as Exhibit A-2-a to
Form 10-Q, dated March 31, 1983).
C-8(g) Guaranty Agreement, dated August 1, 1992, between the Company and
Hibernia National Bank, relating to Pollution Control Revenue Refunding
Bonds of the Industrial Development Board of the Parish of Calcasieu, Inc.,
(Louisiana) (Filed as Exhibit 10-1 to Form SE, dated February 22, 1993).
C-8(h) Guaranty Agreement, dated January 1, 1993, between the Company
and Hancock Bank of Louisiana, relating to Pollution Control Revenue
Refunding Bonds of the Parish of Pointe Coupee (Louisiana) (Filed as
Exhibit 10-2 to Form SE, dated February 22, 1993).
C-8(i) Letter of Credit Agreement between the Company and Bankers Trust
Company relating to Pollution Control Revenue Bonds of the Parish of West
Feliciana, State of Louisiana, Series 1984A (Filed as Exhibit 4-18 to Form
10-K, dated December 31, 1984).
C-8(j) Letter of Credit and Reimbursement Agreement, dated December 27,
1985 between the Company and Westpac Banking Corporation relating to
Variable Rate Demand Pollution Control Revenue Bonds of the Parish of West
Feliciana, State of Louisiana, Series 1985-D (Filed as Exhibit 4-26 to Form
10-K, Dated December 31, 1985) and Letter Agreement amending same dated
October 20, 1992 (Filed as Exhibit 10-3 to Form SE, dated February 22,
1993).
C-8(k) Reimbursement and Loan Agreement, dated as of April 23, 1986, by
and between the Company and The Long-Term Credit Bank of Japan, Ltd.,
relating to Multiple Rate Demand Pollution Control Revenue Bonds of the
Parish of West Feliciana, State of Louisiana, Series 1986 (Filed as Exhibit
4-26 to Form 10-K, dated December 31, 1993 Filed as Exhibit 10 to Form SE,
dated February 24, 1993).
C-8(l) Refunding Agreement between the Company and West Feliciana Parish
dated December 20, 1994 (Filed as Exhibit B-12(a) to Rule 24 Certificate
dated December 30, 1994 in 70-8375).
ENTERGY CORPORATION SYSTEM COMPANIES
D-1 Copy of the Middle South Utilities, Inc. and Subsidiary Companies
Intercompany Income Tax Allocation Agreement, dated April 28, 1988 (Filed
as Exhibit D-1 to Form U5S for the year ended December 31, 1987)
D-2 Copy of First Amendment to the Middle South Utilities, Inc. and
Subsidiary Companies Intercompany Income Tax Allocation Agreement, dated
January 1, 1990 (Filed as Exhibit D-2 to Form U5S for the year ended
December 31, 1990)
D-3 Copy of Second Amendment to the Entergy Corporation and Subsidiary
Companies Intercompany Income Tax Allocation Agreement, dated January 1,
1992 (Filed as Exhibit D-3 to Form U5S for the year ended December 31,
1992)
D-4 Copy of Third Amendment to the Entergy Corporation and Subsidiary
Companies Intercompany Income Tax Allocation Agreement, dated January 1,
1994 (Filed as Exhibit D-3(a) to Form U5S for the year ended December 31,
1993)
E-1 Copy of the LP&L and NOPSI Employee Finance Program for Electric Heat
Pump Installations in Employees' Homes, as amended (Filed as Exhibit E-4 to
Form U5S for the year ended December 31, 1992)
E-2 Copy of the LP&L and NOPSI Policy Bulletin regarding Employee
Emergency Assistance Loans (Filed as Exhibit E-3 to Form U5S for the year
ended December 31, 1988)
E-3 Copy of the MP&L Employee Electric Merchandise Purchase Policy (Filed
as Exhibit E-5 to Form U5S for the year ended December 31, 1985)
E-4 Copy of the MP&L Employee Heat Pump Financing Program (Filed as
Exhibit E-6 to Form U5S for the year ended December 31, 1985)
F AP&L Preferred Stock Redeemed During 1994; AP&L Long-Term Debt,
including First Mortgage Bonds, Retired During 1994; GSU Preferred Stock
Redeemed During 1994; GSU Pollution Control Revenue Bonds Retired During
1994; LP&L Preferred Stock Redeemed During 1994; LP&L Long-Term Debt,
including First Mortgage Bonds, Retired During 1994; MP&L Preferred Stock
Redeemed During 1994 and MP&L Long-Term Debt Retired During 1994; NOPSI
Preferred Stock Redeemed During 1994; NOPSI General & Refunding Mortgage
Bonds Retired During 1994; and System Energy First Mortgage Bonds Retired
during 1994 .
*G Financial Data Schedules for Entergy Corporation and Subsidiaries,
Arkansas Power & Light Company, Louisiana Power & Light Company,
Mississippi Power & Light Company, New Orleans Public Service Inc., System
Energy Resources, Inc. Entergy Corporation, Entergy Operations, Inc.,
Entergy Power, Inc., Entergy Services, Inc., System Fuels, Inc., Entergy
Enterprises, Inc., Entergy S.A., Entergy Power Development Corporation,
Entergy Richmond Power Corporation, Entergy Pakistan, LTD., Entergy Power
Asia, LTD., Entergy Argentina, S.A., Entergy Argentina, S.A. LTD, Entergy
Transener S.A., GSU Corporation and Subsidiaries, Gulf States Utilities
Company, GSG&T, Inc., Southern Gulf Railway Company, Varibus Corporation,
Prudential Oil & Gas, Inc., and The Arklahoma Corporation.
H Copy of organization chart for Entergy Corporation and it's
subsidiaries showing the relationship of each EWG or foreign utility in
which the system holds an interest to other system companies, dated
December 31, 1994.
The following is a description of the organizational chart pursuant to Rule
304 of Regulation S-T:
Entergy Corporation is the parent corporation.
Entergy Corporation's direct subsidiaries consist of Gulf States Utilities
Company, Arkansas Power & Light Company, Louisiana Power & Light Company,
New Orleans Public Service Inc., Mississippi Power & Light Company, Entergy
Operations, Inc., System Energy Resources, Inc., Entergy Services, Inc.,
Entergy Power, Inc., Entergy Enterprises, Inc., Entergy Power Development
Corporation, Entergy S.A., Entergy Argentina S.A., and Entergy Transener
S.A.
Gulf States Utilities Company's direct subsidiaries are Varibus
Corporation, Prudential Oil & Gas Inc., GSG & T Inc. and Southern Gulf
Railway Company.
Arkansas Power & Light Company owns 34% of The Arklahoma Corporation.
Arkansas Power & Light Company, Louisiana Power & Light Company, New
Orleans Public Service Inc. and Mississippi Power & Light Company jointly
own System Fuels, Inc. Their amount of ownership is 35%, 33%, 19% and 13%,
respectively.
Mississippi Power & Light Company owns Jackson Gas Light Company, Jackson
Light & Traction Company and Light Heat and Water Company of Jackson,
Mississippi, all of which are inactive.
Entergy Enterprises, Inc. owns Entergy Systems and Service, Inc.
Entergy Power Development Corporation owns Entergy Richmond Power
Corporation, Entergy Power Asia, Ltd, and Entergy Pakistan Ltd. Entergy
Pakistan, Ltd. has a 10% equity interest in The Hub River Company, Ltd.
Entergy Richmond Power Corporation has a 1% General and a 49% Limited
interest in Richmond Power Enterprise LP.
Entergy Argentina, S.A. and Entergy Argentina, S.A. Ltd., hold a 10%
interest in Distrilec, S. A. Distrilec, S.A. holds a privatized 51%
interest in Edesur S.A. Through Distrilec, S.A., Entergy Argentina, S.A.
and Entergy Argentina, S.A. Ltd., hold an indirect 5.1 % interest in Edesur
S.A.
Entergy Transener, S.A. holds a 15% interest in Citilec, a consortium.
Citilec holds a 65% interest in Transener, S.A. Through Citilec, Entergy
Transener, S.A. has a 9.75% indirect interest in Transener.
Entergy, S. A. holds a 6% interest in Central Costanera, S.A.
NOTE: Unless otherwise indicated all subsidiaries are wholly (100%) owned.
Neither Entergy Corporation nor any of its direct subsidiaries owns any
preferred or preference stock of any other direct or indirect subsidiary of
Entergy Corporation.
*I-1 Report of Independent Accountant, Financial Statements and Notes to
Financial Statements of Entergy Power Asia, Ltd. for the year ended
December 31, 1994
*I-2 Report of Independent Accountant, Consolidated Financial Statements
and Notes to Consolidated Financial Statements of Entergy Power Development
Corporation and Subsidiaries for the year ended December 31, 1994
*I-3 Report of Independent Accountant, Financial Statements and Notes to
Financial Statements of Entergy Pakistan, Ltd. for the year ended December
31, 1994
*I-4 Report of Independent Accountant, Financial Statements and Notes to
Financial Statements of Entergy Richmond Power Corporation for the year
ended December 31, 1994
*I-5 Report of Independent Accountant, Financial Statements and Notes to
Financial Statements of Entergy Transener, S. A. for the year ended
December 31, 1994
_______________________
* Exhibits indicated by an asterisk preceding the exhibit number are filed
herewith. The balance of the exhibits have heretofore been filed with
the Securities and Exchange Commission, respectively, as the exhibits
and in the file numbers indicated and are incorporated herein by reference.
The Jackson Gas Light Company, Jackson Light and Traction Company and The
Light, Heat and Water Company of Jackson, Mississippi are inactive
companies and copies of exhibits are not included for this reason. No
exhibits pertaining to ARKCO are included. (See notes (4) and (5) to Item 1
of this Form.)
<PAGE>
ITEM 4. SUPPORTING SCHEDULES EXHIBIT F
AP&L Preferred Stock Redeemed During 1994
Holding
Shares Company Act
Series Redeemed Consideration Release No.
13.28% Series 200,000 $5,000,000 21395
10.60% Series 20,000 2,000,000 19082
9.92% Series 80,000 2,000,000 21099
8.52% Series 25,000 2,500,000 24146
------- -----------
325,000 $11,500,000
======= ===========
AP&L Long-Term Debt, including First Mortgage Bonds, Retired During 1994
Holding
Principal Company Act
Series Amount Consideration Release No.
8 3/4% Series Due 1998 $ 400,000 $ 400,000 Reg.250.42(b)(4)
6 1/4% Series Due 1996 200,000 200,000 Reg.250.42(b)(4)
9 3/4% Series Due 2000 200,000 200,000 Reg.250.42(b)(4)
Pope County Pollution
Control Revenue Bonds
7 3/8% Series Due 1996 16,600,000 16,600,000 Reg.250.42(b)(2)
Jefferson County Pollution
Control Revenue Bonds
7 1/4% Series Due 2008 9,200,000 9,246,000 Reg.250.42(b)(2)
Pope County Pollution
Control Revenue Bonds
7 1/4% Series Due 2008 1,900,000 1,909,500 Reg.250.42(b)(2)
Pope County Pollution
Control Revenue Bonds
7 1/4% Due 2008 1,000,000 1,005,000 Reg.250.42(b)(2)
Pope County Pollution
Control Revenue Bonds
10% Due 1994 120,000 120,000 Reg.250.42(b)(2)
Jefferson County Pollution
Control Revenue Bonds
10% Series Due 1994 1,350,000 1,350,000 Reg.250.42(b)(2)
----------- -----------
$30,970,000 $31,030,500
=========== ===========
GSU Preferred Stock Redeemed During 1994
Holding
Shares Company Act
Series Redeemed Consideration Release No.
9.75% Series 1,011 $ 101,100
8.80% Series 11,156 1,115,600
8.64% Series 14,000 1,400,000
Adjustable Rate Series A, 7.10% 12,000 1,200,000
Adjustable Rate Series B, 7.15% 22,500 2,250,000
------ -----------
60,667 $ 6,066,700
====== ===========
GSU Pollution Control Revenue Bonds Retired During 1994
Holding
Principal Company Act
Series Amount Consideration Release No.
Iberville Parish Pollution
Control Revenue Bonds
7% Due 2006 $ 400,000 $ 400,000 Reg.250.42(b)(4)
Iberville Parish Pollution
Control Revenue Bonds
7% Due 2006 25,000 25,000 Reg.250.42(b)(4)
W. Feliciana Parish Pollution
Control Revenue Bonds
10.625% Due 2014 50,000,000 51,500,000 Reg.250.42(b)(2)
W. Feliciana Parish Pollution
Control Revenue Bonds
12% Due 2014 52,000,000 53,560,000 Reg.250.42(b)(2)
------------- ------------
$ 102,425,000 $105,485,000
============= ============
LP&L Preferred Stock Redeemed During 1994
Holding
Shares Company Act
Series Redeemed Consideration Release No.
10.72% Series 240,000 $ 6,000,000 21132
12.64% Series 300,000 7,500,000 22853
13.12% Series 61,121 1,528,025 21236
14.72% Series 416 10,400 22488
------- -----------
601,537 $15,038,425
======= ===========
LP&L Long-Term Debt, including First Mortgage Bonds, Retired During 1994
<TABLE>
<CAPTION>
Holding
Principal Company Act
Series Amount Consideration Release No.
<S> <C> <C> <C>
4.625% Series Due 1994 $25,000,000 $25,000,000 Reg.250.42(b)(2)
St Charles Parish Pollution
Control Revenue Bonds
6.4% Due 1990-2007 50,000 50,000 Reg.250.42(b)(4)&(6)
St. Charles Parish Pollution
Control Revenue Bonds
8% Due 1990-2007 45,000 45,000 Reg.250.42(b)(4)&(6)
Ouachita Parish Pollution
Control Revenue Bonds
6.4% Due 1990-2007 25,000 25,000 Reg.250.42(b)(4)&(6)
Ouachita Parish Industrial
Development Bonds
8% Due 1990-2007 15,000 15,000 Reg.250.42(b)(4)&(6)
Jefferson Parish Pollution
Control Revenue Bonds
8% Due 1990-2009 50,000 50,000 Reg.250.42(b)(4)&(6)
Ouachita Parish Industrial
Development Revenue Bonds
8% Due 1990-2007 20,000 20,000 Reg.250.42(b)(4)&(6)
St. Charles Parish Industrial
Development Bonds
6.4% Due 1992-2007 10,000 10,000 Reg.250.42(b)(4)&(6)
Town of Homer Future Obligations
Due 1993 - 1997 25,400 25,400 Reg.250.42(b)(4)&(6)
Town of Lake Providence Future
Obligations Due 1994 - 1997 81,250 81,250 Reg.250.42(b)(4)&(6)
----------- -----------
$25,321,650 $25,321,650
=========== ===========
</TABLE>
MP&L Preferred Stock Redeemed During 1994
Holding
Shares Company Act
Series Redeemed Consideration Release No.
12.00% Series 10,000 $ 1,000,000 24811
9.76% Series 70,000 7,000,000 24111
9.00% Series 70,000 7,000,000 24111
------ -----------
150,000 $15,000,000
======= ===========
MP&L Long-Term Debt, including First Mortgage Bonds, Retired During 1994
<TABLE>
<CAPTION>
Holding
Principal Company Act
Series Amount Consideration Release No.
<S> <C> <C>
Washington County Pollution
Control Revenue Bonds
8-1/2% Due 1991-2004 $8,095,000 $8,095,000 Reg.250.42(b)(4)
Warren County Pollution
Control Revenue Bonds
7-1/2% Due 1991-2004 7,935,000 7,935,000 Reg.250.42(b)(4)
Washington County Pollution
Control Revenue Bonds
7-1/2% Due 1991-2004 15,000 15,000 Reg.250.42(b)(4)&(6)
General & Refunding Mortgage
Bonds
9.9% Due 1994 30,000,000 30,000,000 Reg.250.42(b)(2)
General & Refunding Mortgage
Bonds
11.11% Due 1994 18,000,000 18,000,000 Reg.250.42(b)(2)
----------- -----------
$64,045,000 $64,045,000
=========== ===========
</TABLE>
NOPSI Preferred Stock Redeemed During 1994
Holding
Shares Company Act
Series Redeemed Consideration Release No.
15.44% Series 15,000 $ 1,500,000 21472
====== ===========
NOPSI General & Refunding Mortgage Bonds Retired During 1994
Holding
Principal Company Act
Series Amount Consideration Release No.
General & Refunding Mortgage
Bonds 10.95% Series Due 1997 $15,000,000 $15,000,000 Reg.250.42(b)(4)
=========== ===========
System Energy First Mortgage Bonds Retired During 1994
Holding
Principal Company Act
Series Amount Consideration Release No.
14% Series Due 1994 $200,000,000 $200,000,000 Reg.250.42(b)(2)
11.00% Series Due 2000 60,000,000 60,000,000 Reg.250.42(b)(2)
------------ ------------
$260,000,000 $260,000,000
============ ============
<PAGE>
SIGNATURE
Each undersigned system company has duly caused this annual report to be
signed on its behalf by the undersigned thereunto duly authorized pursuant
to the requirements of the Public Utility Holding Company Act of 1935. The
signature of each undersigned company shall be deemed to relate only to
matters having reference to such company or its subsidiaries.
ENTERGY CORPORATION
ARKANSAS POWER & LIGHT COMPANY
GULF STATES UTILITIES COMPANY
LOUISIANA POWER & LIGHT COMPANY
MISSISSIPPI POWER & LIGHT COMPANY
NEW ORLEANS PUBLIC SERVICE, INC.
SYSTEM ENERGY RESOURCES, INC.
ENTERGY OPERATIONS, INC.
ENTERGY SERVICES, INC.
By: /s/ Lee W. Randall
Lee W. Randall
Vice President-Chief Accounting Officer
and Assistant Secretary
ENTERGY ENTERPRISES, INC.
SYSTEM FUELS, INC.
ENTERGY PAKISTAN, LTD.
ENTERGY POWER ASIA, LTD.
ENTERGY POWER DEVELOPMENT CORPORATION
ENTERGY POWER, INC.
ENTERGY RICHMOND POWER CORPORATION
By: /s/ Gerald D. McInvale
Gerald D. McInvale
Senior Vice President, Chief Financial
Officer and Treasurer
ENTERGY S. A.
ENTERGY ARGENTINA S. A.
ENTERGY ARGENTINA S. A., LTD.
ENTERGY TRANSENER S. A.
By: /s/ Terry L. Ogletree
Terry L. Ogletree
President
Dated: May 1, 1995
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Annual Report to the
Securities and Exchange Commission on Form U5S of Entergy Corporation for the
year ended December 31, 1994, filed pursuant to the Public Utility Holding
Company Act of 1935, of our reports on the consolidated financial statements of
Entergy Corporation and subsidiaries and on the financial statements of certain
of its subsidiaries (Arkansas Power & Light Company, Gulf States Utilities
Company, Louisiana Power & Light Company, Mississippi Power & Light Company, New
Orleans Public Service Inc. and System Energy Resources, Inc.) dated February
21, 1995, except as to the last paragraph of the section of the Entergy
Corporation and Gulf States Utilities Company Note 2 subtitled "Filing with the
PUCT and Texas Cities", as to which the date is March 20, 1995, which reports
for Entergy Corporation and Gulf States Utilities Company include explanatory
paragraphs related to rate-related contingencies and legal proceedings and which
report for Gulf States Utilities Company includes an explanatory paragraph
related to changes in accounting for taxes, postretirement benefits, unbilled
revenue and power plant materials and supplies, appearing in each of the
Company's Annual Report on Form 10-K for the year ended December 31, 1994.
/s/ Coopers & Lybrand L.L.P.
New Orleans, Louisiana
April 28, 1995
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31,1994
(In Thousands)
INTERCOMPANY
ELIMINATIONS
AND
ASSETS CONSOLIDATED ADJUSTMENTS AP&L GSU LP&L
<S> <C> <C> <C> <C> <C>
Utility Plant:
Electric $ 21,184,013 $ (774) $ 4,293,097 $ 6,842,726 $ 4,778,126
Plant acquisition adjustment 487,955 (487,168) .... .... ....
Electric plant under leases 668,846 .... .... .... 229,468
Property under capital leases - electric 161,950 5,277 56,135 82,914 ....
Natural gas 164,013 .... .... 44,505 ....
Steam products 77,307 .... .... 77,307 ....
Construction work in progress 476,816 .... 136,701 96,176 94,791
Nuclear fuel under capital leases 265,520 76 94,628 80,042 44,238
Nuclear fuel 70,147 (77) .... .... 6,420
-------------- ------------- ------------ ------------- -----------
Total 23,556,567 (482,666) 4,580,561 7,223,670 5,153,043
Less - Accumulated
depreciation and amortization 7,639,549 5,956 1,710,216 2,504,826 1,600,510
-------------- ------------- ------------ ------------- -----------
Utility plant - net 15,917,018 (488,622) 2,870,345 4,718,844 3,552,533
-------------- ------------- ------------ ------------- -----------
Other Property and Investments:
Common stock of subsidiaries consolidated .... 6,110,525 7 .... 7
Decommissioning trust funds 207,395 (1,515) 127,136 21,309 27,076
Notes receivable - subsidiaries .... 34,214 11,208 .... 14,223
Other 240,745 65,834 4,628 29,315 21,138
-------------- ------------- ------------ ------------- -----------
Total 448,140 6,209,058 142,979 50,624 62,444
-------------- ------------- ------------ ------------- -----------
Current Assets:
Cash and cash equivalents:
Cash 87,700 (7,215) 3,737 8,063 ....
Other .... 83,353 .... .... ....
Temporary cash investments 526,207 21,848 77,019 96,581 28,718
-------------- ------------- ------------ ------------- -----------
Total cash and cash equivalents 613,907 97,986 80,756 104,644 28,718
Special deposits 8,074 (4,837) .... .... 3,237
Notes receivable 19,190 (9,509) .... .... ....
Accounts receivable:
Customer 332,110 (676) 55,731 167,745 60,033
Allowance for doubtful accounts (6,700) 675 (1,950) .... (1,175)
Associated companies .... 136,422 28,506 12,732 9,827
Other 66,651 (5,711) 11,181 20,706 11,609
Accrued unbilled revenues 240,610 .... 83,863 39,470 63,109
Bulk power receivable:
Associated companies .... 19,479 .... .... ....
Other .... 5,709 .... .... ....
Deferred Fuel Costs .... 7,170 .... 6,314 ....
Accumulated deferred income taxes .... 53,159 .... 49,457 3,702
Recoverable income taxes .... .... .... .... ....
Fuel inventory - at average cost and LIFO 93,211 2,730 34,561 25,784 ....
Materials and supplies - at average cost 365,956 (779) 79,886 90,054 89,692
Rate deferrals 380,612 .... 113,630 100,478 28,422
Deferred excess capacity .... 8,414 8,414 .... ....
Prepayments and other 98,811 18,258 23,867 13,754 25,291
-------------- ------------- ------------ ------------- -----------
Total 2,212,432 328,490 518,445 631,138 322,465
-------------- ------------- ------------ ------------- -----------
Deferred Debits:
Rate deferrals 1,451,926 .... 360,496 506,974 25,609
Accumulated deferred income taxes .... 22,532 .... .... ....
Deferred excess capacity .... 21,764 20,060 .... ....
SFAS 109 regulatory asset - net 1,417,646 13,099 227,068 426,358 379,263
Long-term receivables 277,830 .... .... 264,752 ....
Unamortized loss on reaquired debt 232,420 (12,849) 57,344 63,994 43,656
Other 656,079 11,525 95,478 180,777 49,469
-------------- ------------- ------------ ------------- -----------
Total 4,035,901 56,071 760,446 1,442,855 497,997
-------------- ------------- ------------ ------------- -----------
Total $ 22,613,491 $ 6,104,997 $ 4,292,215 $ 6,843,461 $ 4,435,439
============== ============= ============ ============= =============
</TABLE>
**See note to financial statements
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31,1994
(In Thousands)
SYSTEM ENTERGY ENTERGY ENTERGY
ASSETS MP&L NOPSI ENERGY CORPORATION OPERATIONS POWER
<S> <C> <C> <C> <C> <C> <C>
Utility Plant:
Electric $1,475,322 $470,560 $2,939,384 $.... $10,434 $232,465
Plant acquisition adjustment .... .... .... .... .... 787
Electric plant under leases .... .... 439,378 .... .... ....
Property under capital leases - electric .... .... .... .... .... ....
Natural gas .... 119,508 .... .... .... ....
Steam products .... .... .... .... .... ....
Construction work in progress 67,119 7,284 46,547 .... 615 7,087
Nuclear fuel under capital leases .... .... 46,688 .... .... ....
Nuclear fuel .... .... 26,360 .... .... ....
---------- -------- --------- ----- ------- --------
Total 1,542,441 597,352 3,498,357 .... 11,049 240,339
Less - Accumulated depreciation
and amortization 582,514 319,576 751,717 .... 4,576 90,528
---------- -------- --------- ----- ------- --------
Utility plant - net 959,927 277,776 2,746,640 .... 6,473 149,811
---------- -------- --------- ----- ------- --------
Other Property and Investments:
Common stock of subsidiaries consolidated 4 3 .... 6,110,504 .... ....
Decommissioning trust funds .... .... 30,359 .... .... ....
Notes receivable - subsidiaries 5,527 3,256 .... .... .... ....
Other 5,624 .... .... .... ....
---------- -------- --------- ----- ------- --------
Total 11,155 3,259 30,359 6,110,504 .... ....
---------- -------- --------- ----- ------- --------
Current Assets:
Cash and cash equivalents:
Cash 5,080 849 .... .... 2,989 855
Other .... .... .... 83,339 .... ....
Temporary cash investments 4,518 7,182 89,703 169,369 .... ....
---------- -------- --------- ----- ------- --------
Total cash and cash equivalents 9,598 8,031 89,703 252,708 2,989 855
Special deposits .... .... .... .... .... ....
Notes receivable 9,681 .... .... .... .... ....
Accounts receivable:
Customer 23,157 24,768 .... .... .... ....
Allowance for doubtful accounts (2,070) (830) .... .... .... ....
Associated companies 4,680 3,503 7,450 10,413 5,537 1,033
Other 2,789 600 3,412 375 32 6,431
Accrued unbilled revenues 39,873 14,295 .... .... .... ....
Bulk power receivable:
Associated companies .... .... .... .... .... ....
Other .... .... .... .... .... ....
Deferred Fuel Costs .... 856 .... .... .... ....
Accumulated deferred income taxes .... .... .... .... .... ....
Recoverable income taxes .... .... .... .... .... ....
Fuel inventory - at average cost and LIFO 4,780 .... .... .... .... 2,290
Materials and supplies - at average cost 20,642 9,676 71,991 .... .... 3,236
Rate deferrals 106,538 31,544 .... .... .... ....
Deferred excess capacity .... .... .... .... .... ....
Prepayments and other 10,672 25,808 5,429 7,824 1,024 ....
---------- -------- --------- ----- ------- --------
Total 230,340 118,251 177,985 271,320 9,582 13,845
---------- -------- --------- ----- ------- --------
Deferred Debits:
Rate deferrals 385,720 173,127 .... .... .... ....
Accumulated deferred income taxes .... .... .... .... .... ....
Deferred excess capacity .... .... .... .... 1,135 569
SFAS 109 regulatory asset - net .... 8,792 389,264 .... .... ....
Long-term receivables 13,078 .... .... .... .... ....
Unamortized loss on reaquired debt .... .... 54,577 .... .... ....
Other 29,225 11,689 214,534 55,185 324 2
---------- -------- --------- ----- ------- --------
Total 428,023 193,608 658,375 55,185 1,459 571
---------- -------- --------- ----- ------- --------
Total $1,629,445 $592,894 $3,613,359 $6,437,009 $17,514 $164,227
========== ======== ========== ========== ======= ========
</TABLE>
**See note to financial statements
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31,1994
(In Thousands)
ENTERGY
ENTERGY SYSTEM ENTERGY ENTERGY POWER
ASSETS SERVICES FUELS ENTERPRISES S.A. DEVELOPMENT
<S> (unaudited) (unaudited)
Utility Plant: <C> <C> <C> <C> <C>
Electric $116,522 $ 24,603 $ .... $ .... $ ....
Plant acquisition adjustment .... .... .... .... ....
Electric plant under leases .... .... .... .... ....
Property under capital leases - electric 9,673 18,505 .... .... ....
Natural gas .... .... .... .... ....
Steam products .... .... .... .... ....
Construction work in progress 20,496 .... .... .... ....
Nuclear fuel under capital leases .... .... .... .... ....
Nuclear fuel .... 37,290 .... .... ....
-------- ------- ------- -------- -------
Total 146,691 80,398 .... .... ....
Less - Accumulated depreciation and amortization 58,105 22,937 .... .... ....
-------- ------- ------- -------- -------
Utility plant - net 88,586 57,461 .... .... ....
-------- ------- ------- -------- -------
Other Property and Investments:
Common stock of subsidiaries consolidated .... .... .... .... ....
Decommissioning trust funds .... .... .... .... ....
Notes receivable - subsidiaries .... .... .... .... ....
Other .... .... 36,652 10,527 60,980
-------- ------- ------- -------- -------
Total .... .... 36,652 10,527 60,980
-------- ------- ------- -------- -------
Current Assets:
Cash and cash equivalents:
Cash 4,108 1,536 38,641 744 6,535
Other .... .... 14 ....
Temporary cash investments 62,321 .... 1,895 8,754
-------- ------- ------- -------- -------
Total cash and cash equivalents 66,429 1,536 38,641 2,653 15,289
Special deposits .... .... .... .... ....
Notes receivable .... .... .... .... ....
Accounts receivable:
Customer .... .... .... .... ....
Allowance for doubtful accounts .... .... .... .... ....
Associated companies 12,742 29,554 9,577 80 ....
Other 493 1,328 1,984 .... ....
Accrued unbilled revenues .... .... .... .... ....
Bulk power receivable:
Associated companies 19,479 .... .... .... ....
Other 5,709 .... .... .... ....
Deferred Fuel Costs .... .... .... .... ....
Accumulated deferred income taxes .... .... .... .... ....
Recoverable income taxes .... .... .... .... ....
Fuel inventory - at average cost and LIFO .... 28,526 .... .... ....
Materials and supplies - at average cost .... .... .... .... ....
Rate deferrals .... .... .... .... ....
Deferred excess capacity .... .... .... .... ....
Prepayments and other 2,436 606 330 2 24
-------- ------- ------- -------- -------
Total 107,288 61,550 50,532 2,735 15,313
-------- ------- ------- -------- -------
Deferred Debits:
Rate deferrals .... .... .... .... ....
Accumulated deferred income taxes 1,430 .... 14,705 .... 4,346
Deferred excess capacity .... .... .... .... ....
SFAS 109 regulatory asset - net .... .... .... .... ....
Long-term receivables .... .... .... .... ....
Unamortized loss on reaquired debt .... .... .... .... ....
Other 3,667 281 19,755 .... 5,936
-------- ------- ------- -------- -------
Total 5,097 281 34,460 .... 10,282
-------- ------- ------- -------- -------
Total $200,971 $119,292 $121,644 $13,262 $86,575
======== ======== ======== ======== =======
</TABLE>
**See note to financial statements
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31,1994
(In Thousands)
ENTERGY ENTERGY ENTERGY ENTERGY ENTERGY ENTERGY
RICHMOND PAKISTAN POWER ASIA ARGENTINA ARGENTINA TRANSENER
ASSETS POWER LTD LTD S.A. S.A. LTD. S.A.
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C> <C>
Utility Plant:
Electric $ .... $ .... $ .... $ .... $ .... $ ....
Plant acquisition adjustment .... .... .... .... .... ....
Electric plant under leases .... .... .... .... .... ....
Property under capital leases - electric .... .... .... .... .... ....
Natural gas .... .... .... .... .... ....
Steam products .... .... .... .... .... ....
Construction work in progress .... .... .... .... .... ....
Nuclear fuel under capital leases .... .... .... .... .... ....
Nuclear fuel .... .... .... .... .... ....
------- ------- ------ ------- ------- -------
Total .... .... .... .... .... ....
Less - Accumulated depreciation and amortization .... .... .... .... .... ....
------- ------- ------ ------- ------- -------
Utility plant - net .... .... .... .... .... ....
------- ------- ------ ------- ------- -------
Other Property and Investments:
Common stock of subsidiaries consolidated .... .... .... .... .... ....
Decommissioning trust funds .... .... .... .... .... ....
Notes receivable - subsidiaries .... .... .... .... .... ....
Other 10,938 50,042 .... 17,119 41,102 18,514
------- ------- ------ ------- ------- -------
Total 10,938 50,042 .... 17,119 41,102 18,514
------- ------- ------ ------- ------- -------
Current Assets:
Cash and cash equivalents:
Cash 835 242 4,445 .... .... 1,826
Other .... .... .... .... .... ....
Temporary cash investments .... .... .... .... .... 1,995
------- ------- ------ ------- ------- -------
Total cash and cash equivalents 835 242 4,445 .... .... 3,821
Special deposits .... .... .... .... .... ....
Notes receivable .... .... .... .... .... ....
Accounts receivable:
Customer .... .... .... .... .... ....
Allowance for doubtful accounts .... .... .... .... .... ....
Associated companies .... .... 216 .... .... 572
Other .... .... .... .... .... ....
Accrued unbilled revenues .... .... .... .... .... ....
Bulk power receivable:
Associated companies .... .... .... .... .... ....
Other .... .... .... .... .... ....
Deferred Fuel Costs
Accumulated deferred income taxes .... .... .... .... .... ....
Recoverable income taxes .... .... .... .... .... ....
Fuel inventory - at average cost and LIFO .... .... .... .... .... ....
Materials and supplies - at average cost .... .... .... .... .... ....
Rate deferrals .... .... .... .... .... ....
Deferred excess capacity .... .... .... .... .... ....
Prepayments and other .... .... .... .... .... 2
------- ------- ------ ------- ------- -------
Total 835 242 4,661 .... .... 4,395
------- ------- ------ ------- ------- -------
Deferred Debits:
Rate deferrals .... .... .... .... .... ....
Accumulated deferred income taxes 2,051 .... .... .... .... ....
Deferred excess capacity .... .... .... .... .... ....
SFAS 109 regulatory asset - net .... .... .... .... .... ....
Long-term receivables .... .... .... .... .... ....
Unamortized loss on reaquired debt .... .... .... .... .... ....
Other 392 158 732 .... .... ....
------- ------- ------ ------- ------- -------
Total 2,443 158 732 .... .... ....
------- ------- ------ ------- ------- -------
Total $14,216 $50,442 $5,393 $17,119 $41,102 $22,909
======= ======= ====== ======= ======= =======
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31,1994
(In Thousands)
INTERCOMPANY
ELIMINATIONS
AND
CAPITALIZATION AND LIABILITIES CONSOLIDATED ADJUSTMENTS AP&L GSU LP&L
<S>
Capitalization: <C> <C> <C> <C> <C>
Common stock, $.01par value, authorized
500,000,000 shares; issued and outstanding
231,219,737 shares $ 2,300 $ .... $ .... $ .... $ ....
Common stock of subsidiaries .... 2,384,862 470 114,055 1,088,900
Paid in capital 4,202,134 1,920,037 590,844 1,152,336 ....
Capital stock expense and other .... (7,129) .... .... (5,367)
Retained earnings 2,223,739 1,164,301 491,799 264,626 113,420
Less - treasury stock
(2,608,908 shares in 1994) 77,378 .... .... .... ....
----------- ----------- ---------- ---------- ----------
Total common shareholders' equity 6,350,795 5,462,071 1,083,113 1,531,017 1,196,953
----------- ----------- ---------- ---------- ----------
Subsidiary's preference stock 150,000 .... .... 150,000 ....
Siubsidiaries' preferred stock:
Without sinking fund 550,955 .... 76,350 136,444 160,500
With sinking fund 299,946 .... 58,527 94,934 111,265
----------- ----------- ---------- ---------- ----------
Total 1,000,901 .... 234,877 381,378 271,765
----------- ----------- ---------- ---------- ----------
Long-term debt and premium:
Subsidiaries 7,093,473 (424) 1,293,879 2,318,417 1,403,055
Notes payable to associated companies .... 327,840 .... .... ....
----------- ----------- ---------- ---------- ----------
Total 7,093,473 327,416 1,293,879 2,318,417 1,403,055
----------- ----------- ---------- ---------- ----------
Total Capitalization 14,445,169 5,789,487 2,611,869 4,230,812 2,871,773
----------- ----------- ---------- ---------- ----------
Other Noncurrent Liabilities:
Obligations under capital leases 273,947 .... 94,534 125,691 16,238
Other 310,977 (1,871) 68,235 68,753 54,216
----------- ----------- ---------- ---------- ----------
Total 584,924 (1,871) 162,769 194,444 70,454
----------- ----------- ---------- ---------- ----------
Current Liabilities:
Currently maturing long-term debt 349,085 28,175 50,425 75,320 ....
Notes payable:
Associated companies .... 32,887 .... .... 7,954
Other 171,867 34,667 .... 19,200 ....
Accounts payable:
Associated companies .... 137,398 17,345 31,722 20,793
Other 471,120 (4,042) 89,329 140,975 82,203
Bulk power payable:
Associated companies .... 19,354 .... .... ....
Other .... 6,230 .... .... ....
Customer deposits 134,478 17,113 22,216 54,934 ....
Taxes accrued 92,578 28,321 45,239 12,478 (1,860)
Accumulated deferred income taxes 40,313 37,170 25,043 .... ....
Interest accrued 195,639 425 31,064 55,327 42,987
Dividends declared 13,599 (1,757) 4,727 .... 5,489
Deferred fuel cost 27,066 7,171 20,254 .... 13,983
Nuclear refueling reserve .... 48,071 37,954 10,117 ....
Co-owner advances .... 20,639 20,639 .... ....
Obligations under capital leases 151,904 2,098 56,154 37,265 28,000
Other 384,302 (63,955) 45,632 168,935 20,156
----------- ----------- ---------- ---------- ----------
Total 2,031,951 270,010 473,335 529,460 369,159
----------- ----------- ---------- ---------- ----------
Deferred Credits:
Accumulated deferred income taxes 3,915,138 68,059 859,558 1,100,396 883,945
Accumulated deferred investment tax credits 649,898 (29,546) 118,548 199,428 151,259
FERC Settlement - refund obligation .... 60,388 .... .... ....
Deferred revenue .... 11,633 .... .... ....
SFAS 109 regulatory liability - net .... 13,099 .... .... ....
Other 986,411 (76,262) 66,136 588,921 88,849
----------- ----------- ---------- ---------- ----------
Total 5,551,447 47,371 1,044,242 1,888,745 1,124,053
----------- ----------- ---------- ---------- ----------
Total $22,613,491 $ 6,104,997 $4,292,215 $6,843,461 $4,435,439
=========== =========== ========== ========== ==========
</TABLE>
**See note to financial statements
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31,1994
(In Thousands)
SYSTEM ENTERGY ENTERGY ENTERGY
CAPITALIZATION AND LIABILITIES MP&L NOPSI ENERGY CORPORATION OPERATIONS POWER
<S> <C> <C> <C> <C> <C> <C>
Capitalization:
Common stock, $.01par value, authorized
500,000,000 shares; issued and outstanding
231,219,737 shares $ .... $ .... $ .... $ 2,300 $ .... $ ....
Common stock of subsidiaries 199,326 33,744 789,350 .... 5
Paid in capital .... 36,201 7 4,202,134 995 5
Capital stock expense and other (1,762) .... .... .... .... ....
Retained earnings 232,011 78,886 85,681 2,223,739 .... (67,104)
Less - treasury stock (2,608,908
shares in 1994) .... .... .... 77,378 .... ....
---------- --------- ---------- ---------- --------- --------
Total common shareholders'equity 429,575 148,831 875,038 6,350,795 1,000 (67,099)
---------- --------- ---------- ---------- --------- --------
Subsidiary's preference stock .... .... .... .... .... ....
Siubsidiaries' preferred stock:
Without sinking fund 57,881 19,780 .... .... .... ....
With sinking fund 31,770 3,450 .... .... .... ....
---------- --------- ---------- ---------- --------- --------
Total 89,651 23,230 .... .... .... ....
---------- --------- ---------- ---------- --------- --------
Long-term debt and premium:
Subsidiaries 475,233 164,160 1,438,305 .... .... ....
Notes payable to associated companies .... .... .... .... .... 221,540
---------- --------- ---------- ---------- --------- --------
Total 475,233 164,160 1,438,305 .... .... 221,540
---------- --------- ---------- ---------- --------- --------
Total Capitalization 994,459 336,221 2,313,343 6,350,795 1,000 154,441
---------- --------- ---------- ---------- --------- --------
Other Noncurrent Liabilities:
Obligations under capital leases 552 .... 18,688 .... .... ....
Other 8,984 19,063 14,342 75,513 .... ....
---------- --------- ---------- ---------- --------- --------
Total 9,536 19,063 33,030 75,513 .... ....
---------- --------- ---------- ---------- --------- --------
Current Liabilities:
Currently maturing long-term debt 65,965 24,200 105,000 .... .... ....
Notes payable:
Associated companies .... .... .... .... 12,343 ....
Other 30,000 .... .... .... .... ....
Accounts payable:
Associated companies 2,350 6,456 32,272 4,578 .... 6,697
Other 30,205 19,503 23,204 1,102 525 216
Bulk power payable:
Associated companies .... .... .... .... .... ....
Other .... .... .... .... .... ....
Customer deposits 22,793 17,422 .... .... .... ....
Taxes accrued 20,821 2,329 35,382 .... .... 950
Accumulated deferred income taxes 47,515 4,925 .... .... .... ....
Interest accrued 20,377 5,242 40,796 .... .... ....
Dividends declared 1,626 .... .... .... .... ....
Deferred fuel cost .... .... .... .... .... ....
Nuclear refueling reserve .... .... .... .... .... ....
Co-owner advances .... .... .... .... .... ....
Obligations under capital leases 127 .... 28,000 .... .... ....
Other 28,565 19,982 19,794 5,021 714 2
---------- --------- ---------- ---------- --------- --------
Total 270,344 100,059 284,448 10,701 13,582 7,865
---------- --------- ---------- ---------- --------- --------
Deferred Credits:
Accumulated deferred income taxes 301,288 89,246 746,502 .... .... ....
Accumulated deferred investment tax credits 29,528 9,251 110,584 .... .... ....
FERC Settlement - refund obligation .... .... 60,388 .... .... ....
Deferred revenue .... .... .... .... .... 1,921
SFAS 109 regulatory liability - net 13,099 .... .... .... .... ....
Other 11,191 39,054 65,064 .... 2,932 ....
---------- --------- ---------- ---------- --------- --------
Total 355,106 137,551 982,538 .... 2,932 1,921
---------- --------- ---------- ---------- --------- --------
Total $1,629,445 $ 592,894 $3,613,359 $6,437,009 $17,514 $164,227
========== ========= ========== ========== ========= ========
</TABLE>
**See note to financial statements
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31,1994
(In Thousands)
ENTERGY
ENTERGY SYSTEM ENTERGY ENTERGY POWER
CAPITALIZATION AND LIABILITIES SERVICES FUELS ENTERPRISES S.A. DEVELOPMENT
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C>
Capitalization:
Common stock, $.01par value, authorized
500,000,000 shares; issued and outstanding
231,219,737 shares $ .... $ .... $ .... $ .... $ ....
Common stock of subsidiaries 20 20 54,400 30 86,000
Paid in capital .... .... .... 10,970 ....
Capital stock expense and other .... .... .... .... ....
Retained earnings .... .... (32,209) 2,250 (6,239)
Less - treasury stock (2,608,908 shares in 1994) .... .... .... .... ....
-------- -------- -------- ------- -------
Total common shareholders' equity 20 20 22,191 13,250 79,761
-------- -------- -------- ------- -------
Subsidiary's preference stock .... .... .... .... ....
Subsidiaries' preferred stock:
Without sinking fund .... .... .... .... ....
With sinking fund .... .... .... .... ....
-------- -------- -------- ------- -------
Total .... .... .... .... ....
-------- -------- -------- ------- -------
Long-term debt and premium:
Subsidiaries .... .... .... .... ....
Notes payable to associated companies .... 34,000 72,300 .... ....
-------- -------- -------- ------- -------
Total .... 34,000 72,300 .... ....
-------- -------- -------- ------- -------
Total Capitalization 20 34,020 94,491 13,250 79,761
-------- -------- -------- ------- -------
Other Noncurrent Liabilities:
Obligations under capital leases 1,619 16,304 321 .... ....
Other .... .... .... .... ....
-------- -------- -------- ------- -------
Total 1,619 16,304 321 .... ....
-------- -------- -------- ------- -------
Current Liabilities:
Currently maturing long-term debt .... .... .... .... ....
Notes payable:
Associated companies .... 12,590 .... .... ....
Other 65,000 23,000 .... .... ....
Accounts payable:
Associated companies 7,445 199 224 .... 6,608
Other 52,976 22,498 4,342 .... ....
Bulk power payable:
Associated companies 19,354 .... .... .... ....
Other 6,230 .... .... .... ....
Customer deposits .... .... .... .... ....
Taxes accrued .... 5,333 .... 12 46
Accumulated deferred income taxes .... .... .... .... ....
Interest accrued .... 271 .... .... ....
Dividends declared .... .... .... .... ....
Deferred fuel cost .... .... .... .... ....
Nuclear refueling reserve .... .... .... .... ....
Co-owner advances .... .... .... .... ....
Obligations under capital leases 2,097 2,201 158 .... ....
Other 7,810 783 2,953 .... ....
-------- -------- -------- ------- -------
Total 160,912 66,875 7,677 12 6,654
-------- -------- -------- ------- -------
Deferred Credits:
Accumulated deferred income taxes .... 200 .... .... 160
Accumulated deferred investment tax credits 754 1,000 .... .... ....
FERC Settlement - refund obligation .... .... .... .... ....
Deferred revenue .... .... 9,712 .... ....
SFAS 109 regulatory liability - net .... .... .... .... ....
Other 37,666 893 9,443 .... ....
-------- -------- -------- ------- -------
Total 38,420 2,093 19,155 .... 160
-------- -------- -------- ------- -------
Total $200,971 $119,292 $121,644 $13,262 $86,575
======== ======== ======== ======= =======
</TABLE>
**See note to financial statements
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31,1994
(In Thousands)
ENTERGY ENTERGY ENTERGY ENTERGY ENTERGY ENTERGY
RICHMOND PAKISTAN POWER ASIA ARGENTINA ARGENTINA TRANSENER
CAPITALIZATION AND LIABILITIES POWER LTD LTD S.A. S.A. LTD. S.A.
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C> <C>
Capitalization:
Common stock, $.01par value, authorized
500,000,000 shares; issued and outstanding
231,219,737 shares $ .... $ .... $ .... $ .... $ .... $ ....
Common stock of subsidiaries 13,500 .... 5,000 30 .... 12
Paid in capital .... 50,000 .... 17,089 41,102 20,488
Capital stock expense and other .... .... .... .... .... ....
Retained earnings (1,140) 72 8 .... .... 2,240
Less - treasury stock
(2,608,908 shares in 1994) .... .... .... .... .... ....
-------- ------- ------ ------- ------- -------
Total common shareholders'equity 12,360 50,072 5,008 17,119 41,102 22,740
-------- ------- ------ ------- ------- -------
Subsidiary's preference stock .... .... .... .... .... ....
Siubsidiaries' preferred stock:
Without sinking fund .... .... .... .... .... ....
With sinking fund .... .... .... .... .... ....
-------- ------- ------ ------- ------- -------
Total .... .... .... .... .... ....
-------- ------- ------ ------- ------- -------
Long-term debt and premium:
Subsidiaries .... .... .... .... .... ....
Notes payable to associated companies .... .... .... .... .... ....
-------- ------- ------ ------- ------- -------
Total .... .... .... .... .... ....
-------- ------- ------ ------- ------- -------
Total Capitalization 12,360 50,072 5,008 17,119 41,102 22,740
-------- ------- ------ ------- ------- -------
Other Noncurrent Liabilities:
Obligations under capital leases .... .... .... .... .... ....
Other .... .... .... .... .... ....
Total .... .... .... .... .... ....
Current Liabilities:
Currently maturing long-term debt .... .... .... .... .... ....
Notes payable:
Associated companies .... .... .... .... .... ....
Other .... .... .... .... .... ....
Accounts payable:
Associated companies .... 324 385 .... .... ....
Other .... .... .... .... .... ....
Bulk power payable:
Associated companies .... .... .... .... .... ....
Other .... .... .... .... .... ....
Customer deposits .... .... .... .... .... ....
Taxes accrued .... .... .... .... .... 169
Accumulated deferred income taxes .... .... .... .... .... ....
Interest accrued .... .... .... .... .... ....
Dividends declared .... .... .... .... .... ....
Deferred fuel cost .... .... .... .... .... ....
Nuclear refueling reserve .... .... .... .... .... ....
Co-owner advances .... .... .... .... .... ....
Obligations under capital leases .... .... .... .... .... ....
Other .... .... .... .... .... ....
-------- ------- ------ ------- ------- -------
Total .... 324 385 .... .... 169
-------- ------- ------ ------- ------- -------
Deferred Credits:
Accumulated deferred income taxes 1,856 46 .... .... .... ....
Accumulated deferred investment tax credits .... .... .... .... .... ....
FERC Settlement - refund obligation .... .... .... .... .... ....
Deferred revenue .... .... .... .... .... ....
SFAS 109 regulatory liability - net .... .... .... .... .... ....
Other .... .... .... .... .... ....
-------- ------- ------ ------- ------- -------
Total 1,856 46 .... .... .... 0
-------- ------- ------ ------- ------- -------
Total $14,216 $50,442 $5,393 $17,119 $41,102 $22,909
======== ======= ====== ======= ======= =======
</TABLE>
**See note to financial statements
<TABLE>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME (LOSS)
YEAR ENDED DECEMBER 31, 1994
(In Thousands)
<CAPTION>
INTERCOMPANY
ELIMINATIONS
AND
CONSOLIDATED ADJUSTMENTS AP&L GSU LP&L
<S> <C> <C> <C> <C> <C>
Operating Revenues:
Electric $5,797,769 $ 948,932 $1,590,742 $1,719,201 $1,708,541
Natural gas 118,962 .... .... 31,605 ....
Other 46,559 1,288,968 .... 46,559 ....
Equity in earnings of subsidiaries .... 369,077 .... .... ....
---------- ---------- ---------- ---------- ----------
Total 5,963,290 2,606,977 1,590,742 1,797,365 1,708,541
---------- ---------- ---------- ---------- ----------
Operating Expenses:
Operation:
Fuel for electric generation
and fuel-related expenses 1,446,397 16,754 261,932 517,177 331,422
Purchased power 350,903 928,767 328,379 203,773 366,564
Other operations and maintenance 1,632,789 1,333,515 423,579 507,549 367,167
Depreciation and decommissioning 656,896 26,390 149,878 197,151 151,994
Taxes other than income taxes 284,234 30,746 33,610 98,096 56,101
Income taxes 131,965 (3,677) 9,938 (6,448) 63,751
Amortization of rate deferrals 391,365 .... 166,793 66,416 28,422
---------- ---------- ---------- ---------- ----------
Total 4,894,549 2,332,495 1,374,109 1,583,714 1,365,421
---------- ---------- ---------- ---------- ----------
Operating Income 1,068,741 274,482 216,633 213,651 343,120
---------- ---------- ---------- ---------- ----------
Other Income:
Allowance for equity funds used during
construction 11,903 (1) 4,001 1,334 3,486
Miscellaneous - net 20,631 (65,898) 48,049 (150,319) 747
Income taxes - (debit) credit 241 53,206 (19,282) 55,638 463
---------- ---------- ---------- ---------- ----------
Total 32,775 (12,693) 32,768 (93,347) 4,696
---------- ---------- ---------- ---------- ----------
Interest and Other Charges:
Interest on long-term debt 665,541 20,503 106,001 195,414 129,952
Other interest - net 22,354 14,636 4,811 8,720 6,494
Allowance for borrowed funds used during
construction (9,938) .... (3,674) (1,075) (2,469)
Preferred dividend
requirements of subsidiaries 81,718 .... 19,275 29,919 23,319
---------- ---------- ---------- ---------- ----------
Total 759,675 35,139 126,413 232,978 157,296
---------- ---------- ---------- ---------- ----------
Net Income (Loss) $ 341,841 $ 226,650 $ 122,988 $ (112,674)$ 190,520
========== ========== ========== ========== ==========
</TABLE>
Earnings per average common share before cumulative
effect of a change in accounting principle $1.49
Earnings per average common share $1.49
Dividends declared per common share $1.80
Average number of common shares outstanding 228,734,843
**See note to financial statements
<PAGE>
<TABLE>
<CATPION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME (LOSS)
YEAR ENDED DECEMBER 31, 1994
(In Thousands)
SYSTEM ENTERGY ENTERGY ENTERGY
MP&L NOPSI ENERGY CORPORATION OPERATIONS POWER
<S> <C> <C> <C> <C> <C> <C>
Operating Revenues:
Electric $847,888 $360,430 $474,963 $ .... $ .... $ 44,936
Natural gas .... 87,357 .... .... .... ....
Other .... .... .... .... 763,525 ....
Equity in earnings of subsidiaries .... .... .... 369,701 .... ....
-------- -------- -------- -------- -------- --------
Total 847,888 447,787 474,963 369,701 763,525 44,936
-------- -------- -------- -------- -------- --------
Operating Expenses:
Operation:
Fuel for electric generation
and fuel-related expenses 160,227 113,735 48,107 .... .... 30,551
Purchased power 235,019 145,935 .... .... .... ....
Other operations and maintenance 156,954 80,656 96,504 57,846 748,706 16,447
Depreciation and decommissioning 36,592 19,275 93,861 .... 1,269 5,681
Taxes other than income taxes 43,963 27,814 26,637 465 13,402 239
Income taxes 16,651 3,602 38,087 (6,350) (161) (9,018)
Amortization of rate deferrals 102,725 27,009 .... .... .... ....
-------- -------- -------- -------- -------- --------
Total 752,131 418,026 303,196 51,961 763,216 43,900
-------- -------- -------- -------- -------- --------
Operating Income 95,757 29,761 171,767 317,740 309 1,036
-------- -------- -------- -------- -------- --------
Other Income:
Allowance for equity funds used during
construction 1,660 331 1,090 .... .... ....
Miscellaneous - net (1,117) 2,141 6,402 25,496 .... (25)
Income taxes - (debit) credit 4,176 (998) 1,250 .... .... ....
-------- -------- -------- -------- -------- --------
Total 4,719 1,474 8,742 25,496 .... (25)
-------- -------- -------- -------- -------- --------
Interest and Other Charges:
Interest on long-term debt 47,835 17,092 169,248 307 15,293
Other interest - net 4,929 1,179 7,257 1,395 2 ....
Allowance for borrowed funds used during
construction (1,067) (247) (1,403) .... .... (3)
Preferred dividend requirements
of subsidiaries 7,624 1,581 .... .... .... ....
-------- -------- -------- -------- -------- --------
Total 59,321 19,605 175,102 1,395 309 15,290
-------- -------- -------- -------- -------- --------
Net Income (Loss) $ 41,155 $ 11,630 $ 5,407 $341,841 $ .... $(14,279)
======== ======== ======== ======== ======== ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME (LOSS)
YEAR ENDED DECEMBER 31, 1994
(In Thousands)
ENTERGY
ENTERGY SYSTEM ENTERGY ENTERGY POWER
SERVICES FUELS ENTERPRISES S.A. DEVELOPMENT
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C>
Operating Revenues:
Electric $ .... $ .... $ .... $ .... $ ....
Natural gas .... .... .... .... ....
Other 411,162 114,281 .... .... ....
Equity in earnings of subsidiaries .... .... .... .... (312)
-------- -------- -------- ------ --------
Total 411,162 114,281 .... .... (312)
-------- -------- -------- ------ --------
Operating Expenses:
Operation:
Fuel for electric generation
and fuel-related expenses .... .... .... .... ....
Purchased power .... .... .... .... ....
Other operations and maintenance 371,835 93,468 34,791 3 10,763
Depreciation and decommissioning 23,341 .... 2,958 .... 645
Taxes other than income taxes 13,745 792 (11) .... 3
Income taxes 9 18,227 .... .... ....
Amortization of rate deferrals .... .... .... .... ....
-------- -------- -------- ------ --------
Total 408,930 112,487 37,738 3 11,411
-------- -------- -------- ------ --------
Operating Income 2,232 1,794 (37,738) (3) (11,723)
-------- -------- -------- ------ --------
Other Income:
Allowance for equity funds used during
construction .... .... .... .... ....
Miscellaneous - net 525 316 17,529 1,426 777
Income taxes - (debit) credit .... 115 7,813 (11) 4,241
-------- -------- -------- ------ --------
Total 525 431 25,342 1,415 5,018
-------- -------- -------- ------ --------
Interest and Other Charges:
Interest on long-term debt 2,757 2,145 .... .... ....
Other interest - net .... 80 2,123 .... ....
Allowance for borrowed funds used during
construction .... .... .... .... ....
Preferred dividend requirements
of subsidiaries .... .... .... .... ....
-------- -------- -------- ------ --------
Total 2,757 2,225 2,123 .... ....
-------- -------- -------- ------ --------
Net Income (Loss) $ .... $ .... $(14,519) $1,412 $ (6,705)
======== ======== ======== ====== ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME (LOSS)
YEAR ENDED DECEMBER 31, 1994
(In Thousands)
ENTERGY ENTERGY ENTERGY ENTERGY ENTERGY ENTERGY
RICHMOND PAKISTAN POWERASIA ARGENTINA ARGENTINA TRANSENER
POWER LTD LTD S.A. S.A.LTD. S.A.
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C> <C>
Operating Revenues:
Electric $.... $.... $.... $.... $.... $ ....
Natural gas .... .... .... .... .... ....
Other .... .... .... .... .... ....
Equity in earnings of subsidiaries (312) .... .... .... .... ....
----- ----- ----- ----- ----- ------
Total (312) .... .... .... .... ....
----- ----- ----- ----- ----- ------
Operating Expenses:
Operation:
Fuel for electric generation
and fuel-related expenses .... .... .... .... .... ....
Purchased power .... .... .... .... .... ....
Other operations and maintenance 1 8 1 .... .... 26
Depreciation and decommissioning 636 5 .... .... .... ....
Taxes other than income taxes .... .... .... .... .... 124
Income taxes .... .... .... .... .... ....
Amortization of rate deferrals .... .... .... .... .... ....
----- ----- ----- ----- ----- ------
Total 637 13 1 .... .... 150
----- ----- ----- ----- ----- ------
Operating Income (949) (13) (1) .... .... (150)
----- ----- ----- ----- ----- ------
Other Income:
Allowance for equity funds used during
construction .... .... .... .... .... ....
Miscellaneous - net 52 131 9 .... .... 2,594
Income taxes - (debit) credit 295 (46) .... .... .... (207)
----- ----- ----- ----- ----- ------
Total 347 85 9 .... .... 2,387
----- ----- ----- ----- ----- ------
Interest and Other Charges:
Interest on long-term debt .... .... .... .... .... ....
Other interest - net .... .... .... .... .... ....
Allowance for borrowed funds used during
construction .... .... .... .... .... ....
Preferred dividend requirements of
subsidiaries .... .... .... .... .... ....
----- ----- ----- ----- ----- ------
Total .... .... .... .... .... ....
----- ----- ----- ----- ----- ------
Net Income (Loss) $(602) $ 72 $ 8 $.... $.... $2,237
===== ===== ===== ===== ===== ======
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENTS OF RETAINED EARNINGS
YEAR ENDED DECEMBER 31, 1994
(IN THOUSANDS)
INTERCOMPANY
ELIMINATIONS
AND
RETAINED EARNINGS CONSOLIDATED ADJUSTMENTS AP&L GSU LP&L
<S> <C> <C> <C> <C> <C>
Retained Earnings, January 1, 1994 $2,310,082 $1,704,400 $448,811 $666,401 $ 89,849
Add:
Net Income (Loss) 341,841 308,368 142,263 (82,755) 213,839
---------- ---------- -------- -------- --------
Total 2,651,923 2,012,768 591,074 583,646 303,688
---------- ---------- -------- -------- --------
Deduct:
Dividends declared on:
Preferred and preference stock .... 80,405 19,275 29,831 22,359
Common stock 411,806 764,175 80,000 289,100 167,100
Capital stock and other expenses 2,438 955 .... .... 809
Preferred and preference stock redemption .... 89 .... 89
Common stock retirements 13,940 .... .... .... ....
Unrealized loss - FAS 115 2,843 .... .... ....
---------- ---------- -------- -------- --------
Total 428,184 848,467 99,275 319,020 190,268
---------- ---------- -------- -------- --------
Retained Earnings, December 31, 1994 $2,223,739 $1,164,301 $491,799 $264,626 $113,420
========== ========== ======== ======== ========
</TABLE>
**See note to financial statements
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENTS OF RETAINED EARNINGS
YEAR ENDED DECEMBER 31, 1994
(IN THOUSANDS)
SYSTEM ENTERGY ENTERGY ENTERGY
RETAINED EARNINGS MP&L NOPSI ENERGY CORPORATION OPERATIONS POWER
<S> <C> <C> <C> <C> <C> <C>
Retained Earnings, January 1, 1994 $236,337 $100,556 $228,574 $2,310,082 $ .... $(52,825)
Add:
Net Income (Loss) 48,779 13,211 5,407 341,841 .... (14,279)
-------- -------- -------- ---------- ------ --------
Total 285,116 113,767 233,981 2,651,923 .... (67,104)
-------- -------- -------- ---------- ------ --------
Deduct:
Dividends declared on:
Preferred and preference stock 7,404 1,536 .... .... .... ....
Common stock 45,600 33,300 148,300 411,806 .... ....
Capital stock and other expenses 101 45 .... 2,438 .... ....
Preferred and preference stock
redemption
Common stock retirements .... .... .... 13,940 .... ....
Unrealized loss - FAS 115 .... .... .... .... .... ....
-------- -------- -------- ---------- ------ --------
Total 53,105 34,881 148,300 428,184 .... ....
-------- -------- -------- ---------- ------ --------
Retained Earnings, December 31, 1994 $232,011 $ 78,886 $ 85,681 $2,223,739 $ .... $(67,104)
======== ======== ======== ========== ====== =========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENTS OF RETAINED EARNINGS
YEAR ENDED DECEMBER 31, 1994
(IN THOUSANDS)
ENTERGY
ENTERGY SYSTEM ENTERGY ENTERGY POWER
RETAINED EARNINGS SERVICES FUELS ENTERPRISES S.A. DEVELOPMENT
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C>
Retained Earnings, January 1, 1994 $ .... $ .... $ (14,847) $ 838 $ 466
Add:
Net Income (Loss) .... .... (14,519) 1,412 (6,705)
------- ------ ---------- ------ --------
Total .... .... (29,366) 2,250 (6,239)
------- ------ ---------- ------ --------
Deduct:
Dividends declared on:
Preferred and preference stock .... .... .... .... ....
Common stock .... .... .... .... ....
Capital stock and other expenses .... .... .... .... ....
Preferred and preference stock
redemption
Common stock retirements .... .... .... .... ....
Unrealized loss - FAS 115 .... .... 2,843 .... ....
------- ------ ---------- ------ --------
Total .... .... 2,843 .... ....
------- ------ ---------- ------ --------
Retained Earnings, December 31, 1994 $ .... $ .... $(32,209) $2,250 $(6,239)
======= ====== ========== ====== =======
</TABLE>
**See note to financial statements
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENTS OF RETAINED EARNINGS
YEAR ENDED DECEMBER 31, 1994
(IN THOUSANDS)
ENTERGY ENTERGY ENTERGY ENTERGY ENTERGY ENTERGY
RICHMOND PAKISTAN POWER ASIA ARGENTINA ARGENTINA TRANSENER
RETAINED EARNINGS POWER LTD LTD S.A. S.A. LTD. S.A.
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C> <C>
Retained Earnings, January 1, 1994 $ 237 $.... $.... $.... $.... $ 3
Add:
Net Income (Loss) (602) 72 8 .... .... 2,237
------ ----- ----- ----- ----- -------
Total (365) 72 8 .... .... 2,240
------ ----- ----- ----- ----- -------
Deduct:
Dividends declared on:
Preferred and preference stock .... .... .... .... .... ....
Common stock 775 .... .... .... .... ....
Capital stock and other expenses .... .... .... .... .... ....
Preferred and preference stock
redemption
Common stock retirements .... .... .... .... .... ....
Unrealized loss - FAS 115 .... .... .... .... .... ....
------ ----- ----- ----- ----- -------
Total 775 .... .... .... .... ....
------ ----- ----- ----- ----- -------
Retained Earnings, December 31, 1994 $(1,140) $ 72 $ 8 $.... $.... $2,240
======= ===== ===== ===== ===== ======
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1994
(In Thousands)
INTERCOMPANY
ELIMINATIONS
AND
CONSOLIDATED ADJUSTMENTS AP&L GSU LP&L
<S> <C> <C> <C> <C> <C>
Net Income (Loss) $ 341,841 $ 308,368 $ 142,263 $ (82,755) $ 213,839
Noncash items included in net income
Change in rate deferrals 394,344 (32,773) 102,959 96,979 28,422
Depreciation and decommissioning 656,896 27,828 149,878 197,151 151,994
Deferred income taxes and
investment tax credits (123,503) (98,445) (54,080) (62,171) (15,972)
Allowance for equity funds
used during construction (11,903) 1 (4,001) (1,334) (3,486)
Equity in earnings of subsidiaries .... (369,078) .... .... ....
Amortization of deferred revenues (14,632) .... .... (14,632)
....
Accrued pension liability .... 2,495 .... .... ....
Write -Off of plant held for future use .... 89,864 .... 85,476 ....
Amortization of debt discount .... .... ....
....
Provisions for estimated losses 22,522 (5,905) 16,617 .... ....
Recoverable income taxes .... 92,689 .... .... ....
Changes in working capital:
Receivables 22,377 18,730 10,817 (72,341) 1,094
Fuel inventory 16,993 (16,635) 17,359 (2,336) ....
Accounts payable 57,393 (9,501) (32,114) 60,112 (6,811)
Taxes and interest accrued (25,689) 4,667 2,226 (14,567) (16,970)
Interest accrued (15,255) 4,598 (346) .... 846
Other working capital accounts 201,269 (44,484) 20,324 90,753 31,064
Common stock dividends received .... 763,400 .... .... ....
Other deferred credits .... 10,359 .... .... ....
Change in decommissioning trust (24,755) .... (11,581) (3,202) (4,815)
Other 39,869 71,636 (4,744) 34,594 3,048
---------- --------- ---------- --------- ---------
Net cash flow provided (used)
by operating activities 1,537,767 817,814 355,577 326,359 367,621
---------- --------- ---------- --------- ---------
INVESTING ACTIVITIES:
Construction expenditures (676,180) (18,474) (179,116) (155,989) (140,669)
Allowance for equity funds used during construction 11,903 (1) 4,001 1,334 3,486
Nuclear fuel sales (expenditures) - net (179,932) 82,266 (40,074) (31,178) ....
Proceeds from sale/leaseback of nuclear fuel 128,675 (59,215) 40,074 29,386 ....
Investment in nonregulated/nonutility properties (49,859) (55,418) .... .... ....
Decrease (increase) in other temporary investments .... (30) .... .... ....
Change of investment in subsidiary .... (61,732) .... .... ....
Proceeds received from sale of property 26,000 (3,786) .... .... ....
---------- --------- ---------- --------- ---------
Net cash flow used by investing activities (739,393) (116,390) (175,115) (156,447) (137,183)
---------- --------- ---------- --------- ---------
FINANCING ACTIVITIES:
Proceeds from issuance of:
First mortgage bonds 59,410 .... .... .... ....
General and refunding mortgage bonds 24,534 .... .... .... ....
Common stock .... 126,850 .... .... ....
Bank notes and other long-term debt 164,699 154,300 27,992 101,109 19,946
Premium/expense on refinancing sale/leaseback bonds (48,497) 61 .... .... ....
Retirement of:
First mortgage bonds (303,800) .... (800) .... (25,000)
General and refunding mortgage bonds (45,000) .... .... .... ....
Bank notes and other long-term debt (148,962) (2,430) (30,231) (102,425) (322)
Common stock (119,486) .... .... .... ....
Redemption of preferred stock (49,091) (17) (11,500) (6,070) (15,038)
Dividends paid: ....
Common stock (410,223) (764,175) (80,000) (289,100) (167,100)
Preferred stock .... (81,894) (19,597) (30,131) (22,808)
Change in advances from parent company .... 11,840 .... .... ....
Changes in short-term borrowings 128,200 (206,149) 12,605 .... (24,887)
---------- --------- ---------- --------- ---------
Net cash flow provided (used) by financing activities (748,216) (761,614) (101,531) (326,617) (235,209)
---------- --------- ---------- --------- ---------
Net increase (decrease) in cash and cash equivalents 50,158 (60,190) 78,931 (156,705) (4,771)
Cash and cash equivalents at beginning of year 563,749 158,176 1,825 261,349 33,489
---------- --------- ---------- --------- ---------
Cash and cash equivalents at end of year $ 613,907 $ 97,986 $ 80,756 $ 104,644 $ 28,718
========== ========= ========== ========= =========
</TABLE>
***See note to financial statements
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1994
(In Thousands)
SYSTEM ENTERGY ENTERGY ENTERGY
OPERATING ACTIVITIES: MP&L NOPSI ENERGY CORPORATION OPERATIONS POWER
<S> <C> <C> <C> <C> <C> <C>
Net Income (Loss) $ 48,779 $ 13,211 $ 5,407 $ 341,841 $ .... $ (14,279)
Noncash items included in net income
Change in rate deferrals 109,105 24,106 .... .... .... ....
Depreciation and decommissioning 36,592 19,275 93,861 959 1,269 5,681
Deferred income taxes and investment tax credit (34,409) (18,006) (30,640) 7,007 (1,248) (6,982)
Allowance for equity funds
used during construction (1,660) (331) (1,090) .... .... ....
Equity in earnings of subsidiaries .... .... .... (369,702) .... ....
Amortization of deferred revenues .... .... .... .... .... ....
Accrued pension liability .... .... .... .... .... ....
Write -Off of plant held for future use .... .... 4,388 .... .... ....
Amortization of debt discount .... .... .... .... .... ....
Provisions for estimated losses .... .... .... .... .... ....
Recoverable income taxes .... .... 92,689 .... .... ....
Changes in working capital:
Receivables 33,154 15,362 48,411 (5,085) (4,050) 2,299
Fuel inventory 3,872 .... .... .... .... 1,747
Accounts payable (8,783) (19,132) 35,469 (11,945) (4,629) 2,817
Taxes and interest accrued (3,431) (2,832) 14,430 .... .... ....
Interest accrued (2,794) (230) (8,133) .... .... ....
Other working capital accounts 13,480 (1,718) 14,024 (2,563) (115) 1,183
Common stock dividends received .... .... .... 763,400 .... ....
Other deferred credits .... .... .... .... 1,300 ....
Change in decommissioning trust .... .... (5,157) .... .... ....
Other 1,209 8,851 73,328 (12,136) .... 942
--------- -------- -------- --------- ------- -------
Net cash flow provided (used) by operating activities 195,114 38,556 336,987 711,776 (7,473) (6,592)
--------- -------- -------- --------- ------- -------
INVESTING ACTIVITIES:
Construction expenditures (121,386) (22,777) (20,766) (3,178) (311) (4,537)
Allowance for equity funds
used during construction 1,660 331 1,090 .... .... ....
Nuclear fuel sales (expenditures) - net .... .... (26,414) .... .... ....
Proceeds from sale/leaseback of nuclear fuel .... .... .... .... .... ....
Investment in nonregulated/nonutility properties .... .... .... .... .... ....
Decrease (increase) in other temporary investments .... .... .... .... ....
Change of investment in subsidiary .... .... .... (61,732) .... ....
Proceeds received from sale of property .... .... .... 26,000 .... ....
--------- -------- -------- --------- ------- -------
Net cash flow used by investing activities (119,726) (22,446) (46,090) (38,910) (311) (4,537)
--------- -------- -------- --------- ------- -------
FINANCING ACTIVITIES:
Proceeds from issuance of:
First mortgage bonds .... .... 59,410 .... .... ....
General and refunding mortgage bonds 24,534 .... .... .... .... ....
Common stock .... .... .... .... .... ....
Bank notes and other long-term debt 15,652 .... .... .... .... ....
Premium/expense on refinancing sale/leaseback bonds .... .... (48,436) .... .... ....
Retirement of:
First mortgage bonds (18,000) .... (260,000) .... .... ....
General and refunding mortgage bonds (30,000) (15,000) .... .... .... ....
Bank notes and other long-term debt (16,045) .... .... .... .... ....
Common stock .... .... .... (119,486) .... ....
Redemption of preferred stock (15,000) (1,500) .... .... .... ....
Dividends paid:
Common stock (45,600) (33,300) (148,300) (410,223) .... ....
Preferred stock (7,762) (1,596) .... .... .... ....
Change in advances from parent company .... .... .... .... .... 11,840
Changes in short-term borrowings 18,432 .... .... (43,000) 4,502 ....
--------- -------- -------- --------- ------- -------
Net cash flow provided (used) by financing activities (73,789) (51,396) (397,326) (572,709) 4,502 11,840
--------- -------- -------- --------- ------- -------
Net increase (decrease) in cash and cash equivalents 1,599 (35,286) (106,429) 100,157 (3,282) 711
Cash and cash equivalents at beginning of year 7,999 43,317 196,132 152,551 6,271 144
--------- -------- -------- --------- ------- -------
Cash and cash equivalents at end of year $ 9,598 $ 8,031 $ 89,703 $ 252,708 $ 2,989 $ 855
========= ======== ========= ========= ======= =========
</TABLE>
**See note to financial statements
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1994
(In Thousands)
ENTERGY
ENTERGY SYSTEM ENTERGY ENTERGY POWER
OPERATING ACTIVITIES: SERVICES FUELS ENTERPRISES S. A. DEVELOPMENT
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C> <C>
Net Income (Loss) $ .... $ .... $ $(14,519) $1,412 $ (6,705)
Noncash items included in net income
Change in rate deferrals .... .... .... .... ....
Depreciation and decommissioning 23,341 479 2,958 .... 645
Deferred income taxes and investment tax credits (115) 514 (7,587) .... 835
Allowance for equity funds used during construction .... .... .... .... ....
Equity in earnings of subsidiaries .... .... .... .... 312
Amortization of deferred revenues .... .... .... .... ....
Accrued pension liability 2,495 .... .... .... ....
Write -Off of plant held for future use .... .... .... .... ....
Amortization of debt discount .... .... .... .... ....
Provisions for estimated losses .... .... .... .... ....
Recoverable income taxes .... .... .... .... ....
Changes in working capital:
Receivables 17,968 (185) (8,417) 831 5
Fuel inventory .... (20,284) .... .... ....
Accounts payable 19,873 3,685 2,375 13 6,445
Taxes and interest accrued .... 5,333 .... 11 (4,699)
Interest accrued .... .... .... .... ....
Other working capital accounts (2,730) 505 (6,973) .... (21)
Common stock dividends received .... .... .... .... ....
Other deferred credits .... .... 9,059 .... ....
Change in decommissioning trust .... .... .... .... ....
Other 2,344 1,987 2,082 .... ....
------- -------- -------- ------ --------
Net cash flow provided (used) by operating activities 63,176 (7,966) (21,022) 2,267 (3,183)
------- -------- -------- ------ --------
INVESTING ACTIVITIES:
Construction expenditures (30,640) .... (15,285) .... ....
Allowance for equity funds used during construction .... .... .... .... ....
Nuclear fuel sales (expenditures) - net .... .... .... .... ....
Proceeds from sale/leaseback of nuclear fuel .... .... .... .... ....
Investment in nonregulated/nonutility properties .... .... (5,193) .... (50,042)
Decrease (increase) in other temporary investments .... .... (30) .... ....
Change of investment in subsidiary .... .... .... .... ....
Proceeds received from sale of property .... .... 2,213 .... (5,536)
------- -------- -------- ------ --------
Net cash flow used by investing activities (30,640) .... (18,295) .... (55,578)
------- -------- -------- ------ --------
FINANCING ACTIVITIES:
Proceeds from issuance of:
First mortgage bonds .... .... .... .... ....
General and refunding mortgage bonds .... .... .... .... ....
Common stock .... .... 10,850 .... 61,000
Bank notes and other long-term debt 65,000 23,000 66,300 .... ....
Premium/expense on refinancing sale/leaseback bonds .... .... .... .... ....
Retirement of:
First mortgage bonds .... .... .... .... ....
General and refunding mortgage bonds .... .... .... .... ....
Bank notes and other long-term debt .... (2,228) (141) .... ....
Common stock .... .... .... .... ....
Redemption of preferred stock .... .... .... .... ....
Dividends paid:
Common stock .... .... .... .... ....
Preferred stock .... .... .... .... ....
Change in advances from parent company .... .... .... .... ....
Changes in short-term borrowings (32,861) (12,740) .... .... ....
------- -------- -------- ------ --------
Net cash flow provided (used) by financing activities 32,139 8,032 77,009 .... 61,000
------- -------- -------- ------ --------
Net increase (decrease) in cash and cash equivalents 64,675 66 37,692 2,267 2,239
Cash and cash equivalents at beginning of year 1,754 1,470 949 386 13,050
------- -------- -------- ------ --------
Cash and cash equivalents at end of year $66,429 $ 1,536 $ 38,641 $2,653 $ 15,289
======= ======== ======== ====== ========
</TABLE>
**See note to financial statements
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1994
(In Thousands)
ENTERGY ENTERGY ENTERGY ENTERGY ENTERGY ENTERGY
RICHMOND PAKISTAN POWER ASIA ARGENTINA ARGENTINA TRANSENER
OPERATING ACTIVITIES: POWER LTD LTD S.A. S.A. LTD. S.A.
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C> <C>
Net Income (Loss) $ (602) $ 72 $ 8 $.... $.... $2,237
Noncash items included in net income
Change in rate deferrals .... .... .... .... .... ....
Depreciation and decommissioning 636 5 .... .... .... ....
Deferred income taxes and
investment tax credits 860 46 .... .... .... ....
Allowance for equity funds
used during construction .... .... .... .... .... ....
Equity in earnings of subsidiaries 312 .... .... .... .... ....
Amortization of deferred revenues .... .... .... .... .... ....
Accrued pension liability .... .... .... .... .... ....
Write -Off of plant held for future use .... .... .... .... .... ....
Amortization of debt discount .... .... .... .... .... ....
Provisions for estimated losses .... .... .... .... .... ....
Recoverable income taxes .... .... .... .... .... ....
Changes in working capital:
Receivables 95 .... (216) .... .... 1,365
Fuel inventory .... .... .... .... .... ....
Accounts payable (141) 323 385 (50) .... ....
Taxes and interest accrued (692) .... .... .... .... 169
Interest accrued .... .... .... .... .... ....
Other working capital accounts 3 (431) .... .... ....
Common stock dividends received .... .... .... .... .... ....
Other deferred credits .... .... .... .... .... ....
Change in decommissioning trust .... .... .... .... .... ....
Other .... .... .... .... .... ....
------ -------- ------ ----- ----- ------
Net cash flow provided (used) by operating 471 446 (254) (50) .... 3,771
activities ------ -------- ------ ----- ----- ------
INVESTING ACTIVITIES:
Construction expenditures .... .... .... .... .... ....
Allowance for equity funds
used during construction .... .... .... .... .... ....
Nuclear fuel sales (expenditures) - net .... .... .... .... .... ....
Proceeds from sale/leaseback of nuclear fuel .... .... .... .... .... ....
Investment in nonregulated/nonutility properties .... (50,042) .... .... .... ....
Decrease (increase) in other temporary investments .... .... .... .... .... ....
Change of investment in subsidiary .... .... .... .... .... ....
Proceeds received from sale of property .... (162) (301) .... .... ....
------ -------- ------ ----- ----- ------
Net cash flow used by investing activities .... (50,204) (301) .... .... ....
------ -------- ------ ----- ----- ------
FINANCING ACTIVITIES:
Proceeds from issuance of:
First mortgage bonds .... .... .... .... .... ....
General and refunding mortgage bonds .... .... .... .... .... ....
Common stock .... 50,000 5,000 .... .... ....
Bank notes and other long-term debt .... .... .... .... .... ....
Premium/expense on refinancing
First mortgage bonds .... .... .... .... .... ....
General and refunding mortgage bonds .... .... .... .... .... ....
Bank notes and other long-term debt .... .... .... .... .... ....
Common stock .... .... .... .... .... ....
Redemption of preferred stock .... .... .... .... .... ....
Dividends paid:
Common stock (775) .... .... .... .... ....
Preferred stock .... .... .... .... .... ....
Change in advances from parent company .... .... .... .... .... ....
Changes in short-term borrowings .... .... .... .... .... ....
------ -------- ------ ----- ----- ------
Net cash flow provided (used)
by financing activities (775) 50,000 5,000 .... .... ....
------ -------- ------ ----- ----- ------
Net increase (decrease) in cash and cash
equivalents (304) 242 4,445 (50) .... 3,771
------ -------- ------ ----- ----- ------
Cash and cash equivalents at beginning of year 1,139 .... .... 50 .... 50
Cash and cash equivalents at end of year $ 835 $ 242 $4,445 $.... $.... $3,821
====== ======== ====== ===== ===== ======
</TABLE>
**See note to financial statements
<PAGE>
<TABLE>
<CAPTION>
GSU CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31,1994
(In Thousands)
INTERCOMPANY
ELIMINATIONS
AND Southern
CONSOLIDATED ADJUSTMENTS GSU GSG&T Gulf Varibus POG
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
ASSETS
<S> <C> <C> <C> <C> <C> <C> <C>
Utility Plant:
Electric $6,842,726 $ .... $6,781,095 $61,631 $ .... $ .... $ ....
Property under capital
leases - electric 82,914 .... 82,914 .... .... .... ....
Natural gas 44,505 .... 44,505 .... .... .... ....
Steam products 77,307 .... 77,307 .... .... .... ....
Construction work in progress 96,176 .... 96,176 .... .... .... ....
Nuclear fuel under capital leases 80,042 .... 80,042 .... .... .... ....
---------- ------- ---------- ------- ------ ------- ------
Total 7,223,670 .... 7,162,039 61,631 .... .... ....
Less - Accumulated depreciation
and amortization 2,504,826 .... 2,464,230 40,596 .... .... ....
---------- ------- ---------- ------- ------ ------- ------
Utility plant - net 4,718,844 .... 4,697,809 21,035 .... .... ....
---------- ------- ---------- ------- ------ ------- ------
Other Property and Investments:
Nonutility subsidiary companies .... 30,970 30,970 .... .... .... ....
Decommissioning trust funds 21,309 .... 21,309 .... .... .... ....
Other 29,315 .... 23,425 5 2,042 3,843 ....
---------- ------- ---------- ------- ------ ------- ------
Total 50,624 30,970 75,704 5 2,042 3,843 ....
---------- ------- ---------- ------- ------ ------- ------
Current Assets:
Cash and cash equivalents:
Cash 8,063 .... 7,319 76 53 601 14
Temporary cash investments
Associated companies 5,085 .... 5,085 .... .... .... ....
Other 91,496 .... 78,018 .... 2,368 8,277 2,833
---------- ------- ---------- ------- ------ ------- ------
Total cash and
cash equivalents 104,644 .... 90,422 76 2,421 8,878 2,847
Notes receivable
associated companies .... 18,315 18,315 .... .... .... ....
Accounts receivable:
Customer 168,460 .... 168,460 .... .... .... ....
Allowance for doubtful accounts (715) .... (715) .... .... .... ....
Associated companies 12,732 5,497 15,171 2,137 20 119 782
Other 20,706 .... 20,184 .... .... 522 ....
Accrued unbilled revenues 39,470 .... 39,470 .... .... .... ....
Deferred fuel costs 6,314 .... 6,314 .... .... .... ....
Accumulated deferred income taxes 49,457 .... 49,457 .... .... .... ....
Fuel inventory 25,784 .... 25,784 .... .... .... ....
Materials and supplies -
at average cost 90,054 .... 89,850 .... .... 204 ....
Rate deferrals 100,478 .... 100,478 .... .... .... ....
Prepayments and other 13,754 934 14,685 .... .... .... 3
---------- ------- ---------- ------- ------ ------- ------
Total 631,138 24,746 637,875 2,213 2,441 9,723 3,632
---------- ------- ---------- ------- ------ ------- ------
Deferred Debits:
Regulatory assets:
Rate deferrals 506,974 .... 506,974 .... .... .... ....
SFAS 109 regulatory asset - net 426,358 .... 426,358 .... .... .... ....
Unamortized loss
on reacquired debt 63,994 .... 63,994 .... .... .... ....
Other regulatory assets 35,168 .... 35,168 .... .... .... ....
Long-term receivables 264,752 .... 264,752 .... .... .... ....
Other 145,609 (349) 145,260 .... .... .... ....
---------- ------- ---------- ------- ------ ------- ------
Total 1,442,855 (349) 1,442,506 .... .... .... ....
---------- ------- ---------- ------- ------ ------- ------
Total $6,843,461 $55,367 $6,853,894 $23,253 $4,483 $13,566 $3,632
========== ======= ========== ======= ====== ======= ======
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
GSU CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31,1994
(In Thousands)
INTERCOMPANY
ELIMINATIONS
AND Southern
CONSOLIDATED ADJUSTMENTS GSU GSG&T Gulf Varibus POG
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
CAPITALIZATION AND LIABILITIES
<S> <C> <C> <C> <C> <C> <C> <C>
Capitalization:
Common stock, no par value, authorized
200,000,000 shares; issued and outstanding
100 shares in 1993 and 1994 $ 114,055 $ .... $ 114,055 $ .... $ .... $ .... $ ....
Common stock of subsidiaries .... 138 .... 25 1 100 12
Paid in capital 1,152,336 86,047 1,152,336 2,985 .... 40,467 42,595
Capital stock expense and other .... .... .... .... .... .... ....
Retained earnings 264,626 (55,215) 264,626 3,432 (41) (20,414) (38,192)
---------- -------- ---------- ------- ------ -------- --------
Total common
shareholders' equity 1,531,017 30,970 1,531,017 6,442 (40) 20,153 4,415
Subsidiary's preference stock 150,000 .... 150,000 .... .... .... ....
Subsidiaries' preferred stock:
Without sinking fund 136,444 .... 136,444 .... .... .... ....
With sinking fund 94,934 .... 94,934 .... .... .... ....
Long-term debt 2,318,417 .... 2,318,417 .... .... .... ....
---------- -------- ---------- ------- ------ -------- --------
Total Capitalization 4,230,812 30,970 4,230,812 6,442 (40) 20,153 4,415
---------- -------- ---------- ------- ------ -------- --------
Other Noncurrent Liabilities:
Obligations under capital leases 125,691 .... 125,691 .... .... .... ....
Other 68,753 .... 68,753 .... .... .... ....
---------- -------- ---------- ------- ------ -------- --------
Total 194,444 .... 194,444 .... .... .... ....
---------- -------- ---------- ------- ------ -------- --------
Current Liabilities:
Currently maturing long-term debt 50,425 .... 50,425 .... .... .... ....
Notes payable associated companies .... 18,315 .... 14,065 4,250 .... ....
Accounts payable:
Associated companies 31,722 5,148 34,616 .... 8 2,246 ....
Other 140,975 .... 141,016 .... (40) (49) 48
Customer deposits 22,216 .... 22,216 .... .... .... ....
Taxes accrued 12,478 .... 10,359 2,119 .... .... ....
Interest accrued 55,327 934 55,327 627 307 .... ....
Nuclear refueling reserve 10,117 .... 10,117 .... .... .... ....
Obligations under capital leases 37,265 .... 37,265 .... .... .... ....
Reserve for rate refund 56,972 .... 56,972 .... .... .... ....
Other 111,963 .... 111,963 .... .... .... ....
---------- -------- ---------- ------- ------ -------- --------
Total 529,460 24,397 530,276 16,811 4,525 2,197 48
---------- -------- ---------- ------- ------ -------- --------
Deferred Credits:
Accumulated deferred income taxes 1,100,396 .... 1,110,013 .... (2) (8,784) (831)
Accumulated deferred
investment tax credits 199,428 .... 199,428 .... .... .... ....
Deferred River Bend finance charges 82,406 .... 82,406 .... .... .... ....
Other 506,515 .... 506,515 .... .... .... ....
---------- -------- ---------- ------- ------ -------- --------
Total 1,888,745 .... 1,898,362 .... (2) (8,784) (831)
---------- -------- ---------- ------- ------ -------- --------
Total $6,843,461 $ 55,367 $6,853,894 $23,253 $4,483 $ 13,566 $ 3,632
========== ======== ========== ======= ====== ======== ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
GSU CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME (LOSS)
YEAR ENDED DECEMBER 31, 1994
(In Thousands)
INTERCOMPANY
ELIMINATIONS
AND Southern
CONSOLIDATED ADJUSTMENTS GSU GSG&T Gulf Varibus POG
(unaudited) (unaudited) (unaudited)(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Operating Revenues:
Electric $1,719,201 $4,128 $1,719,201 $4,128 $.... $ .... $....
Natural gas 31,605 .... 31,605 .... .... .... ....
Steam products 46,559 .... 46,559 .... .... .... ....
---------- ------ ---------- ------ ----- ------ -----
Total 1,797,365 4,128 1,797,365 4,128 .... .... ....
---------- ------ ---------- ------ ----- ------ -----
Operating Expenses:
Operation:
Fuel for electric generation
and fuel-related expenses 517,177 .... 517,177 .... .... .... ....
Purchased power 203,773 .... 203,773 .... .... .... ....
Nuclear refueling outage expense 12,684 .... 12,684 .... .... .... ....
Other operation and maintenance 494,865 4,527 499,392 .... .... .... ....
Depreciation and decommissioning 197,151 .... 195,735 1,416 .... .... ....
Taxes other than income taxes 98,096 .... 98,025 71 .... .... ....
Income taxes (6,448) .... (6,924) 476 .... .... ....
Amortization of rate deferrals 66,416 .... 66,416 .... .... .... ....
---------- ------ ---------- ------ ----- ------ -----
Total 1,583,714 4,527 1,586,278 1,963 .... .... ....
---------- ------ ---------- ------ ----- ------ -----
Operating Income 213,651 (399) 211,087 2,165 .... .... ....
---------- ------ ---------- ------ ----- ------ -----
Other Income:
Allowance for equity funds used
during construction 1,334 .... 1,334 .... .... .... ....
Write-off of plant held for future (85,476) .... (85,476) .... .... .... ....
use
Miscellaneous - net (64,843) 3,334 (62,622) .... 88 1,042 (17)
Income taxes - (debit) credit 55,638 .... 55,981 .... 20 (368) 5
---------- ------ ---------- ------ ----- ------ -----
Total (93,347) 3,334 (90,783) .... 108 674 (12)
---------- ------ ---------- ------ ----- ------ -----
Interest and Other Charges:
Interest on long-term debt 195,414 1,428 195,414 1,282 146 .... ....
Other interest - net 8,720 .... 8,720 .... .... .... ....
Allowance for borrowed funds used
during construction (1,075) .... (1,075) .... .... .... ....
---------- ------ ---------- ------ ----- ------ -----
Total 203,059 1,428 203,059 1,282 146 .... ....
---------- ------ ---------- ------ ----- ------ -----
Net income (loss) (82,755) 1,507 (82,755) 883 (38) 674 (12)
Preferred and preference
dividend requirements 29,919 .... 29,919 .... .... .... ....
---------- ------ ---------- ------ ----- ------ -----
Earnings (loss) applicable
to common stock $(112,674) $1,507 $ (112,674) $ 883 $ (38) $ 674 $ (12)
========= ====== ========== ====== ===== ====== =====
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
GSU CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
YEAR ENDED DECEMBER 31, 1994
(IN THOUSANDS)
INTERCOMPANY
ELIMINATIONS
AND Southern
RETAINED EARNINGS CONSOLIDATED ADJUSTMENTS GSU GSG&T Gulf Varibus POG
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Retained Earnings, January 1, 1994 $666,401 $(56,723) $666,401 $2,549 $ (4) $(21,088) $(38,180)
Add:
Net Income (Loss) (82,755) 1,507 (82,755) 883 (38) 674 (12)
-------- -------- -------- ------ ----- -------- --------
Total 583,646 (55,216) 583,646 3,432 (42) (20,414) (38,192)
-------- -------- -------- ------ ----- -------- --------
Deduct:
Dividends declared on:
Preferred and
preference stock 29,831 .... 29,831 .... .... .... ....
Common stock 289,100 .... 289,100 .... .... .... ....
Capital stock and
other expenses 89 .... 89 .... .... .... ....
-------- -------- -------- ------ ----- -------- --------
Total 319,020 .... 319,020 .... .... .... ....
-------- -------- -------- ------ ----- -------- --------
Retained Earnings, December 31, 1994 $264,626 $(55,216) $264,626 $3,432 $ (42) $(20,414) $(38,192)
======== ======== ======== ====== ===== ======== ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
GSU CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1994
(In Thousands)
INTERCOMPANY
ELIMINATIONS
AND Southern
CONSOLIDATED ADJUSTMENTS GSU GSG&T Gulf Varibus POG
(unaudited) (unaudited) (unaudited) (unaudited)(unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES:
Net Income (loss) $ (82,755) $ 1507 $ (82,755) $ 883 $ (38) $ 674 $ (12)
Noncash items included in net income (loss)
Change in rate deferrals 96,979 .... 96,979 .... .... .... ....
Depreciation and decommissioning 197,151 (439) 195,296 1,416 .... .... ....
Deferred income taxes
and investment tax credits (62,171) 491 (61,680) .... .... .... ....
Allowance for equity funds
used during construction (1,334) .... (1,334) .... .... .... ....
Write-off of plant held for future use 85,476 .... 85,476 .... .... .... ....
Changes in working capital:
Receivables (72,341) (2,499) (75,073) (105) (20) 363 (5)
Fuel inventory (2,336) .... (2,336) .... .... .... ....
Accounts payable 60,112 933 60,330 .... (76) 743 48
Taxes accrued (10,378) .... (10,846) 476 .... (8) ....
Interest accrued (4,189) 206 (4,188) (54) 259 .... ....
Other working capital accounts 90,753 (4,162) 86,218 16 .... 356 1
Change in decommissioning trust (3,202) .... (3,202) .... .... .... ....
Other 34,594 6,598 40,740 .... (368) 820 ....
--------- ------- --------- ------- ------ ------ ------
Net cash flow provided (used)
by operating activities 326,359 2635 323,625 2,632 (243) 2948 32
--------- ------- --------- ------- ------ ------ ------
INVESTING ACTIVITIES:
Construction expenditures (155,989) .... (155,989) .... .... .... ....
Allowance for equity funds
used during construction 1,334 .... 1,334 .... .... .... ....
Nuclear fuel sales (expenditures) - net (31,178) .... (31,178) .... .... .... ....
Proceeds from sale/leaseback of nuclear fuel 29,386 .... 29,386 .... .... .... ....
--------- ------- --------- ------- ------ ------ ------
Net cash flow used by investing activities (156,447) .... (156,447) .... .... .... ....
--------- ------- --------- ------- ------ ------ ------
FINANCING ACTIVITIES:
Proceeds from issuance of other long-term debt 101,109 .... 101,109 .... .... .... ....
Retirement of other long-term debt (102,425) (2,635) (102,425) (2,635) .... .... ....
Redemption of preferred stock (6,070) .... (6,070) .... .... .... ....
Dividends paid:
Common stock (289,100) .... (289,100) .... .... .... ....
Preferred stock (30,131) .... (30,131) .... .... .... ....
--------- ------- --------- ------- ------ ------ ------
Net cash flow used by financing activities (326,617) (2,635) (326,617) (2,635) .... .... ....
--------- ------- --------- ------- ------ ------ ------
Net increase (decrease)
in cash and cash equivalents (156,705) .... (159,439) (3) (243) 2,948 32
Cash and cash equivalents at beginning of year 261,349 .... 249,861 79 2,664 5,930 2,815
--------- ------- --------- ------- ------ ------ ------
Cash and cash equivalents at end of year $ 104,644 $ .... $ 90,422 $ 76 $2,421 $8,878 $2,847
========= ======= ========= ======= ====== ====== ======
</TABLE>
<PAGE>
THE ARKLAHOMA CORPORATION
BALANCE SHEETS
NOVEMBER 30, 1994 AND 1993
(IN THOUSANDS)
ASSETS
1994 1993
Utility Plant:
Electric plant in service - at cost $2,562 $2,562
Less - Accumulated depreciation 2,249 2,249
------ ------
Utility Plant - Net 313 313
------ ------
Current Assets:
Cash and cash equivalents 303 292
Accounts receivable - associated companies 79 83
------ ------
Total 382 375
------ ------
Total.. $695 $688
====== ======
CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock, $100 par value, authorized
12,000 shares; issued and outstanding, 500
shares $50 $50
Retained earnings 579 633
----- -----
Total 629 683
----- -----
Current Liabilities:
Other accounts payable 6 5
----- -----
Total 6 5
Deferred Credits: ----- -----
Deferred Income Taxes (SFAS 109) 60 -
----- -----
Total $695 $688
===== =====
The accompanying notes to financial statements
are an integral part of these balance sheets.
<PAGE>
THE ARKLAHOMA CORPORATION
STATEMENTS OF INCOME
YEARS ENDED NOVEMBER 30, 1994 AND 1993
(IN THOUSANDS)
1994 1993
Revenues - Interest income $15 $9
--- ---
Expenses - Administrative and general 6 5
- Other 1 1
--- ---
Total 7 6
--- ---
Income before Federal
and state income taxes 8 3
Federal and state income taxes 2 -
--- ---
Income before Cumulative Effect of a Change 6 3
in Accounting for Income Taxes
Cumulative Effect of a Change in Accounting (60) 0
for Income Taxes --- ---
Net Income (54) 3
--- ---
Retained Earnings - beginning of year 633 630
Retained Earnings - end of year $579 $633
==== ====
The accompanying notes to financial statements
are an integral part of these statements.
<PAGE>
THE ARKLAHOMA CORPORATION
STATEMENTS OF CASH FLOWS
YEARS ENDED NOVEMBER 30, 1994 and 1993
(IN THOUSANDS)
1994 1993
OPERATING ACTIVITIES:
Net Income ($54) $2
Cumulative effect of a Change in Accounting
for Income Taxes 60
Changes in working capital:
Accounts receivable 4 2
Other current assets 1 1
Accounts payable 1 -
Net cash flow provided (used) by --- ---
operating activities 12 5
--- ---
Net increase (decrease) in cash
and cash equivalents 12 5
Cash and cash equivalents at
beginning of year 292 287
Cash and cash equivalents at --- ---
end of year 304 292
=== ===
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid (refunded) during the year for
income taxes $0 $0
=== ===
The accompanying notes to financial statements
are an integral part of these statements.
<PAGE>
THE ARKLAHOMA CORPORATION
NOTES THE FINANCIAL STATEMENTS
NOVEMBER 30, 1994 AND 1993
1. OPERATIONS:
The Arklahoma Corporation's (the "Company") utility plant consists
principally of transmission facilities which are being leased to its
three stockholder companies from year to year. Pursuant to the terms
of the lease agreement, the lessees have agreed to pay all operating
costs, including maintenance, repairs, insurance and taxes assessed
upon the properties. Such amounts total approximately $1,073,000 and
$463,000 in fiscal years 1994 and 1993 respectively.
Under the terms of the current lease agreement, annual rentals have
been discontinued but can be reinstated upon the agreement of the
Company and the lessees.
2. CASH AND CASH EQUIVALENTS:
For purposes of the statements of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three
months or less to be cash equivalents. These investments are carried
at cost which approximates market.
3. UTILITY PLANT:
Through fiscal year 1980, depreciation was provided using a straight-
line rate based on the electric plant's estimated composite service
life of 33 years with a salvage value of 10%. The utility plant became
fully depreciated for financial reporting purposes in fiscal year 1980,
and no depreciation was provided in fiscal years 1981, 1982 or 1983.
In 1984, the Company acquired additional property which was depreciated
over the remaining term of the lease. For income tax reporting
purposes, depreciation was calculated using a straight-line rate with
no estimated salvage value and an estimated useful life extended to
December 1988. All property was fully depreciated as of December 31,
1988.
4. INCOME TAXES:
Effective December 1, 1993, the Company adopted the provisions of
Statement of Financial Accounting Standards No. 109, " Accounting for
Income Taxes," which changed the criteria for measuring the provisions
for income taxes and recognizing deferred tax assets and liabilities on
the balance sheet. This statement requires the liability method of
accounting for income taxes. Under the liability method, the deferred
tax liability, or asset, is determined based on the difference between
the tax reporting basis and financial reporting basis of assets and
liabilities The effect on deferred taxes of a change in tax rates
will be recognized in income in the period of the enactment of the rate
change. The financial statements for fiscal 1993 have not been
restated and reflect income taxes under the method required by previous
accounting standards.
The change in accounting for income taxes is reflected in the 1994
financial statements through a cumulative catch-up adjustment. The
principal effect of this change has been to record the amount of
previously unrecorded deferred tax liabilities in the accompanying
financial statements and to decrease net income by approximately
$60,000.
Deferred income taxes resulted from temporary differences in financial
versus tax basis of fixed assets. The net tax liability is reflected
as a deferred income tax liability in the accompanying balance sheet.
The Company has an Oklahoma state net operating loss carryforward
available to reduce future Oklahoma state income taxes payable. The
carryforward as of November 30, 1994, is approximately $17,000 for book
purposes and approximately $23,000 for tax return purposes, and begins
to expire in 2002.
The Company has an Arkansas state net operating loss carryforward
available to reduce future Arkansas state income taxes payable. The
carryforward as of November 30, 1994, is approximately $2,000 for book
and tax return purposes and begins to expire in 1997.
April 28, 1995
Division of Corporate Regulation
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20459
RE: Information Supplemental to Annual Report on
Form U5S for Entergy Corporation and Subsidiaries
("Form U5S") Relating to Participation in
Nuclear Electric Insurance Limited ("NEIL") and
Nuclear Mutual Limited ("NML")
Gentlemen:
As Chief Accounting Officer of Arkansas Power & Light
Company ("AP&L"), Gulf States Utilities Company ("GSU"),
Louisiana Power & Light Company ("LP&L"), Mississippi Power
& Light Company ("MP&L"), New Orleans Public Service Inc.
("NOPSI") and System Energy Resources, Inc.("System
Energy"), I hereby advise you, as information supplemental
to that set forth in the Form U5S for the year ended
December 31, 1994, that the attached schedules represent
premium payments made to NEIL and NML during 1994 and
premium distributions and credits received from NML and NEIL
during 1994.
Sincerely,
/s/ Lee W. Randall
LWR/CCT
Attachments
<PAGE>
<TABLE>
<CAPTION>
PREMIUM PAYMENTS
Policy Date
Company Insurer Period Payment Made Amount
<S> <C> <C> <C> <C>
AP&L NML (2) 04/0194-95 03/03/94 2,434,756
NEIL I (2) 09/15/94-95 09/08/94 810,171
NEIL I (1) 09/15/94-95 09/08/94 146,164
NEIL I (2) 09/15/94-95 09/08/94 18,987
NEIL II (2) 11/15/94-95 11/15/94 1,835,294
NEIL Quota Share (2) 04/01/94-95 03/28/94 156,140
NEIL III (2) 11/15/94-12/31/95 11/15/94 1,254,716
LP&L NML (3) 04/0194-95 03/03/94 1,886,736
NML (3) 04/0194-95 12/11/94 2,521
NEIL I (3) 09/15/94-95 09/08/94 670,547
NEIL I (1) 09/15/94-95 09/09/94 80,063
NEIL I (1) 09/15/94-95 09/09/94 18,228
NEIL II (3) 11/15/94-95 11/15/94 1,906,925
NEIL Quota Share (3) 04/01/94-95 03/28/94 136,595
NEIL III (3) 11/15/94-12/31/95 11/15/94 1,303,687
MP&L NEIL I (1) 09/15/94-95 09/09/94 174,232
NOPSI NEIL I (1) 09/15/94-95 09/09/94 91,684
SERI NML (1) 04/0194-95 03/03/94 2,153,872
NEIL II (1) 11/15/94-95 11/15/94 1,709,176
NEIL Quota Share (1) 04/01/94-95 03/28/94 136,595
NEIL III (1) 11/15/94-12/31/95 11/15/94 1,168,494
GSU NEIL 1 (4) 09/15/94-95 09/09/94 334,044
NEIL 1 (4) 09/15/94-95 09/09/94 -21,933
NEIL II (5) 11/15/94-95 11/15/94 1,953,759
</TABLE>
(1) Premiums paid in connection with Unit No. 1 of the Grand Gulf Steam
Electric Generating Station (nuclear)
(2) Premiums paid in connection with AP&L's Nuclear One Generating Station.
(3) Premiums paid in connection with LP&L's Waterford Steam Electric
Generating Station - Unit No. 3 (nuclear)
(4) 100% Share to GSU - Cajun is not participant in this coverage
(5) 30% is payable by Cajun to GSU
<PAGE>
DISTRIBUTIONS
Date of
Company Insurer Distribution Amount
AP&L NML 02/24/94 4,086
NML 05/28/94 87,649
NML 09/02/94 374,578
NEIL I 02/24/94 1,758,863
NEIL II 02/24/94 2,029,665
NEIL I 05/28/94 423,927
NEIL II 05/28/94 490,506
NEIL Quota Share 11/15/94 56,787
LP&L NML 02/24/94 189,390
NML 05/28/94 120,962
NML 09/02/94 290,267
NEIL I 02/24/94 236,350
NEIL II 02/24/94 393,535
NEIL I 05/28/94 64,440
NEIL II 05/28/94 103,450
NEIL Quota Share 11/15/94 49,678
MP&L NEIL I 02/24/94 56,194
NEIL I 05/28/94 15,294
NOPSI NEIL I 02/24/94 28,727
NEIL I 05/28/94 7,891
SERI NML 02/24/94 1,485,199
NML 05/28/94 381,233
NML 09/02/94 331,365
NEIL II 02/24/94 248,770
NEIL II 05/28/94 60,957
NEIL Quota Share 11/15/94 49,678
Riverbend NEIL I (a) 02/24/94 113,044
GSU NEIL I (a) 05/28/94 35,311
NEIL II (b) 02/24/94 265,340
NEIL II (b) 05/28/94 73,351
(a) 100% to GSU, Cajun does not share interest in this coverage
(b) 100% to GSU, Cajun receives its share directly from NEIL
Exhibit B-5(b)
BY-LAWS
OF
MISSISSIPPI POWER & LIGHT COMPANY
AS OF DECEMBER 10, 1993
SECTION 1 - The Annual Meeting of the Stockholders of the
Corporation for the election of Directors and such other
business as shall property come before such meeting shall be
held at the office of the Corporation in the City of Jackson,
Mississippi, on the fourth Thursday in May in each year, at
ten o'clock in the morning, unless such day is a legal
holiday in the State of Mississippi, in which case such
meeting shall be held oo the first day thereafter which is
not a legal holiday, or at such other place within or without
the State of Mississippi and at such other time as the Board
of Directors may by resolution designate.
SECTION 2 - Special Meetings of the Stockholders may be held
at the principal office of the Corporation in the City of
Jackson, Mississippi, or at such other place or places as the
Board of Directors may from time to time determine.
SECTION 3 - Special Meetings of the Stockholders of the
Corporation may be held upon the order of the Chairman of the
Board, the Board of Directors, the Executive Committee, or of
Stockholders of record holding one-tenth of the outstanding
stock entitled to vote at such meetings.
SECTION 4 - Notice of every meeting of Stockholders shall be
given in the manner provided by law to each Stockholder
entitled thereto unless waived by such Stockholder.
SECTION 5 - The holders of a majority of the outstanding
stock of the Corporation entitled to vote upon any matter to
be acted upon present in person or by proxy shall constitute
a quorum for the transaction of business at any meeting of
Stockholders but less than a quorum shall have power to
adjourn.
SECTION 6 - Certificates of stock shall be signed by the
President or a Vice President and the Secretary or an
Assistant Secretary, but where any such certificate is signed
by a Transfer Agent and by a Registrar, the signature of any
such officer or officers and the seal of the Company upon
such certificates may be facsimile, engraved or printed.
SECTION 7 - The stock of the Corporation shall be
transferable or assignable only on the books of the
Corporation by the holders in person or by attorney on the
surrender of the certificates therefor duly endorsed for
transfer.
SECTION 8 - The Board of Directors of the Corporation shall
consist of fifteen members. Each director shall hold office
until the next annual Meeting of Stockholders of the
Corporation and until his successor shall have been elected
and qualified. Directors need not be residents of the State
of Mississippi.
Meetings of the Board of Directors may be held within or
without the State of Mississippi, at the time fixed by
Resolution of the Board or upon the order of the Chairman of
the Board, the President, a Vice President, or any two
Directors. The Secretary or any other Officer performing his
duties shall give at least two days' notice of all meetings
of the Board of Directors in the manner provided by law,
provided however, a director may waive such notice in the
manner provided by law.
SECTION 9 - All Officers of the Corporation shall hold their
offices until their respective successors are chosen and
qualify, but any Officer may be removed from office at any
time by the Board of Directors.
SECTION 10 - The Officers of the Corporation shall have such
duties as usually pertain to their offices, except as
modified by the Board of Directors or the Executive
Committee, and shall also have such powers and duties as may
from time to time be conferred upon them by the Board of
Directors or the Executive Committee.
The Chairman of the Board shall be the Chief Executive
Officer of the Company, unless such title shall be otherwise
conferred by the Board, and the Chief Executive Officer shall
have supervision of the general management and control of its
business and affairs, subject, however, to the orders and
directions of the Board of Directors and of the Executive
Committee.
The Chairman of the Board shall preside at all meetings of
the Stockholders, Directors, and Executive Committees.
SECTION 11 - EXECUTIVE COMMITTEE - The Board of Directors may
elect, each year after their election, an Executive Committee
to be comprised of not less than three directors, the
Chairman of which shall be the Chairman and CEO of the
Company. The Vice Chairman and Chief Operating Officer of
the Company shall also be a member and the balance of the
membership shall be comprised of non-employee (outside)
directors. The Committee, when the Board is not in session,
shall have and exercise all of the power of the Board in the
management of the business and affairs of the Company within
limits set forth in the Executive Committee Charter.
SECTION 12 - OTHER COMMITTEES - From time to time the Board
of Directors, by the affirmative vote of a majority of the
whole Board may appoint other committees for any purpose or
purposes, and such committees shall have such powers as shall
be conferred by the Resolution of appointment.
SECTION 13 - INDEMNIFICATION
13.1 Definitions - In this bv-law:
(1) "Director mean an individual who is or was a
director of the Corporation or, unless the context
requires otherwise, an individual who, while a
director of the Corporation, is or was serving at
the Corporation's request as a director, officer,
partner, trustee, employee or agent of another
foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan or other
enterprise, including charitable, non-profit or
civic organizations. A director is considered to
be serving an employee benefit plan at the
Corporation's request if his duties to the
Corporation also impose duties on, or otherwise
involve services by, him to the plan or to
participants in or beneficiaries of the plan.
"Director" includes unless the context requires
otherwise, the estate of personal representative of
a director.
(2) "Employee" means an individual who is or was an
employee of the Corporation, or, unless the context
requires otherwise, an individual who, while an
employee of the Corporation, is or was serving at
the Corporation's request as a director, officer,
partner, trustee, employee or agent of another
foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan or other
enterprise, including charitable, non-profit or
civic organizations. An employee is considered to
be serving an employee benefit plan at the
Corporation's request if his duties to the
Corporation also impose duties on, or otherwise
involve services by, him to the plan or to
participants in or beneficiaries of the plan.
"Employee" includes, unless the context requires
otherwise, the estate or personal representative of
an employee.
(3) "Expenses" include counsel fees.
(4) "Liability" means the obligation to pay a judgment,
settlement, penalty, fine, or reasonable expenses
incurred with respect to a proceeding. Without any
limitation whatsoever upon the generality thereof,
the term "fine" as used in this Section shall
include (1) any penalty imposed by the Nuclear
Regulatory Commission (the "NRC"), including
penalties pursuant to NRC regulations, 10 CFR Part
21, (2) penalties or assessments (including any
excise tax assessment) with respect to any employee
benefit plan pursuant to the Employee Retirement
Income Security Act of 1974, as amended, or
otherwise, and (3) penalties pursuant to any
Federal, state or local environmental laws or
regulations.
(5) "Officer" means an individual who is or was an
officer of the Corporation, or, unless the context
requires otherwise, an individual who, while an
officer of the Corporation, is or was serving at
the Corporation's request as a director, officer,
partner, trustee, employee or agent of another
foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan or other
enterprise, including charitable, non-profit or
civic organizations. An officer is considered to
be serving an employee benefit plan at the
Corporation's request if his duties to the
Corporation also impose duties on, or otherwise
involve services by, him to the plan or to
participants in or beneficiaries of the plan.
"Officer" includes, unless the context requires
otherwise, the estate or personal representative of
an officer.
(6) "Official capacity" means: (i) when usedwith
respect to a director, the office of director in
the Corporation; and (ii) when used with respect to
an individual other than a director as contemplated
in Section 13.7, the office in the Corporation held
by the officer or the employment undertaken by the
employee on behalf of the Corporation. "Official
capacity" does not include service for any other
foreign or domestic corporation or any partnership,
joint venture, trust, employee benefit plan or
other enterprise, including charitable, non-profit
or civic organizations.
(7) "Party" includes an individual who was, is, or is
threatened to be made a named defendant or
respondent in a proceeding.
(8) "Proceeding" means any threatened, pending, or
completed action suit or proceeding, whether civil,
criminal, administrative or investigative and
whether formal or informal.
13.2 Authority to Indemnify
(a) Except as provided in subsection (d), the Corporation
shall indemnify an individual made a party to a
proceeding because he is or was a director aqainst
liability incurred in the proceeding if:
(1) He conducted himself in good faith; and
(2) He reasonably believed:
(i) In the case of conduct in his official capacity
with the Corporation, that his conduct was in
its best interests; and
(ii) In all other cases, that his conduct was at
least not opposed to its best interests, and
(3)In the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful
(b) A director's conduct with respect to an employee benefit
plan for a purpose he reasonably believed to be in the
interest of the participants in and beneficiaries of the
plan is conduct that satisfies the requirement of
subsection (a)(2)(ii).
(c) The termination of a proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere
or its equivalent is not, of itself, determinative that
the director did not meet the standard of conduct
described in this section.
(d) The corporation shall not indemnify a director under
this section:
(1)In connection with a proceeding by or in the right
of the Corporation in which the director was
adjudged liable to the Corporation; or
(2) In connection with any other proceeding charging
improper personal benefit to him, whether or not
involving action in his official capacity, in which
he was adjudged liable on the basis that personal
benefit was improperly received by him.
(e) Indemnification permitted under this section in
connection with a proceeding by or in the right of the
Corporation is limited to reasonable expenses incurred
in connection with the proceeding.
(f) The Corporation shall have power to make any further
indemnity, including advance of expenses, to and to
enter contracts of indemnity with any director that may
be authorized by the articles of incorporation or any
bylaw made by the shareholders or any resolution
adopted, before or after the event, by the shareholders,
except an indemnity against his gross negligence or
willful misconduct. Unless the articles of
incorporation, or any such bylaw or resolution provide
otherwise, any determination as to any further indemnity
shall be made in accordance with subsection (b) of
Section 13.6. Each such indemnity may continue as to a
person who has ceased to have the capacity referred to
above and may inure to the benefit of the heirs,
executors and administrators of such person.
13.3 Mandatorv Indemnification
The Corporation shall indemnify a director who was wholly
successful, on the merits or otherwise, in the defense of any
proceeding to which he was a party because he is or was a
director of the Corporation against reasonable expenses
incurred by him in connection with the proceeding.
13.4 Advance for Expenses
(a) The Corporation shall pay for or reimburse thereasonable
expenses incurred by a director who is a party to a
proceeding in advance of final disposition of the
proceeding if:
(1)The director furnishes the Corporation a written
affirmation of his good faith belief that he has met
the standard of conduct described in Section 13.2;
(2)The director furnishes the Corporation a written
undertaking, executed personally or on his behalf,
to repay the advance if it is ultimately determined
that he did not meet the standard of conduct; and
(3)A determination is made that the facts then known to
those making the determination would not preclude
indemnification under these By-Laws.
(b) The undertaking required by subsection (a)(2) must be an
unlimited general obligation of the director but need
not be secured and may be accepted without reference to
financial ability to make repayment.
(c) Determinations and authorizations of payments under this
section shall be made in the manner specified in Section
13.6.
13.5 Court-Ordered Indemnification
A director of the Corporation who is a party to a proceeding
may apply for indemnification to the court conducting the
proceeding or to another court of competent jurisdiction as
provided by law
13.6 Determination and Authorization of Indemnification
(a) The Corporation may not indemnify a director under
Section 13.2 unless authorized in the specific case
after a determination has been made that indemnification
of the director is permissible in the circumstances
because he has met the standard of conduct set forth in
Section 13.2
(b) The determination shalI be made:
(1)By the Board of Directors by majority vote of a
quorum consisting of directors not at the time
parties to the proceeding;
(2)If a quorum cannot be obtained under subsection (b)
(1), by majority vote of a committee duly designated
by the Board of Directors (in which designation
directors who are parties may participate),
consisting solely of two (2) or more directors not
at the time parties to the proceeding;
(3)By special legal counsel:
(i) Selected by the Board of Directors or ts
committee in the manner prescribed in
subsection (b) (1) or (b) (2); or
(ii) If a quorum of the Board of Directors cannot be
obtained under subsection (b) (1) and a
committee cannot be designated under subsection
(b) (2), selected by a majority vote of the
full Board of Directors (in which selection
directors who are parties may participate); or
(4) By the shareholders, but shares owned by or voted
under the control of directors who are at the time
parties to the proceeding may not be voted on the
determination.
(c) Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same
manner as the determination that indemnification is
permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and
evaluation as to reasonableness of expenses shall be
made by those entitled under subsection (b) (3) to
select counsel.
13.7 Indemnification of Officers, Employees and Agents
(1) An officer of the Corporation who is not a director is
entitled to mandatory indemnification under Section
13.3, and is entitled to apply for court-ordered
indemnification under Section 13.5, in each case to the
same extent as a director; and
(2) The Corporation shall indemnify and advance expenses
under these By-Laws to an officer or employee of the
Corporation who is not a director to the same extent as
to a director as provided under Sections 13.2, 13.4 and
13.6.
13.8 Insurance
If authorized by the Board of Directors, the Board of
Directors of Middle South Utilities. Inc. and/or otherwise
property authorized, the Corporation shall purchase and
maintain insurance on behalf of an individual who is or was a
director, office, or employee of the Corporation against
liability asserted against or incurred by him in that
capacity or arising from his status as a director, officer or
employee, whether or not the Corporation would have power to
indemnify him against the same liability under Sections 13.2
or 13.3. If further authorized as provided in this
subsection, the Corporation shall purchase and maintain such
insurance on behalf of an individual who is or was a
director, officer or employee who, while a director, officer
or employee of the Corporation, is or was serving at the
request of the Corporation as a director, officer, partner,
trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, including charitable,
non-profit or civic organizations, whether or not the
Corporation would have power to indemnify him against the
same liability under Sections 13.2 or 13.3.
13.9 Application of By-Law
(a) This By-Law does not limit the Corporations power to pay
or reimburse expenses incurred by a director, officer or
employee in connection with his appearance as a witness
in a proceeding at a time when he has not been made a
named defendant or respondent to the proceeding.
(b) The foregoing rights shall not be exclusive of other
rights to which any director, officer or employee may
otherwise be entitled.
(c) The foregoing shall not limit any right or power of the
Corporation to provide indemnification as allowed by
statute or otherwise.
13.10 Rights Deemed Contract Rights
All rights to indemnification and to advancement of expenses
under these By-Laws shall be deemed to be provided by a
contract between the Corporation and the director, officer or
employee who serves in such capacity at any time while these
By-Laws are in effect. Any repeal or modification of this
By-Law shall not affect any rights or obligations then
existing.
SECTION 14 - The Board of Directors may alter or amend these
by-laws at any meeting duly held as herein provided.
<PAGE>
Mississippi Power & Light Company
Action of Stockholders
Pursuant to Section 79-4-7.04 and Section79-4-10.20 of the
Mississippi Code of 1972, the undersigned Entergy Corporation,
being the owner of all issued and outstanding shares of the
common stock of Mississippi Power & Light Company, hereby adopts
the following resolutions as the action of stockholders:
RESOLVED, That the first sentence of Section 8 of the
bylaws of Mississippi Power & Light Company is amended
to read as follows:
"SECTION 8 - Notwithstanding any other provision
in these bylaws of the Corporation to the
contrary, the stockholders or the Board of
Directors shall have the power from time to time
to fix the number of directors of the Company,
provided that the number so fixed shall not be
less than three (3) or more than fifteen (15)."
RESOLVED, That the first sentence of Section 11 of the
bylaws of Mississippi Power & Light Company is amended
to read as follows:
"SECTION 11 - EXECUTIVE COMMITTEE - The Board of
Directors may elect an Executive Committee to consist
of at least two members of the Board of
Directors."
RESOLVED, That the number of members of the Board of
Directors of the Corporation is fixed at six (6) and
the following persons are elected as Directors of
Mississippi Power & Light Company to hold office for
the ensuing year and until their successors shall have
been elected and qualified:
Michael B. Bemis
Donald C. Hintz
Jerry D. Jackson
Edwin A. Lupberger
Jerry L. Maulden
Donald E. Meiners
All requirements of notice of this meeting are hereby waived and,
where permissible, the actions taken herein shall be effective as
of May 5, 1994.
Date: May 25, 1994
ENTERGY CORPORATION
/s/ Edwin A. Lupberger
Edwin A. Lupberger
Chairman of the Board and Chief
Executive Officer
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY
Action of Stockholders
Pursuant to 79-4-7.04 and 79-4-10.20 of the Mississippi Code
Ann. (Supp. 1989), the undersigned Entergy Corporation, being the
owner of all issued and outstanding shares of the common stock of
Mississippi Power & Light Company, hereby adopts the following
resolution as the action of stockholders:
RESOLVED, That the second sentence of Section 11 of
the bylaws of Mississippi Power & Light Company is
amended to read as follows:
"The Vice Chairman and Chief Operating
Officer of the Company shall also be a member
of the Executive Committee."
and further
RESOLVED, that Edwin Lupberger, Jerry L. Maulden and
Jerry D. Jackson shall continue as the members of the
Executive Committee of Mississippi Power & Light
Company until the next Annual Meeting (or Unanimous
Written Consent in Lieu Thereof) of Shareholders of
Mississippi Power & Light Company.
All requirements of notice of this meeting are hereby waived and
the actions taken herein shall be effective as of the date of
execution hereof.
Date: April 5, 1995
ENTERGY CORPORATION
/s/ Edwin A. Lupberger
Edwin A. Lupberger
Chairman of the Board and Chief
Executive Officer
Exhibit B-8(b)
BY-LAWS
OF
ENTERGY SERVICES, INC.
(EFFECTIVE MAY 13, 1991)
<PAGE>
BY-LAWS
OF
ENTERGY SERVICES, INC.
ARTICLE I.
OFFICES
The principal office of the Corporation in the State of Delaware
shall be located at 1209 Orange Street in the City of Wilmington,
County of New Castle. The Corporation may also have offices at
such other places both within and without the State of Delaware
as the Board of Directors may from time to time determine or as
the business of the Corporation may from time to time require.
ARTICLE II.
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meetings. All meetings of the
stockholders for the election of directors shall be held at the
office of the Corporation in the City of New Orleans, Parish of
Orleans, State of Louisiana or at such other place within or
without such City as may be fixed by the Board of Directors. A
change in the time or place at which such meetings are to be held
shall not be made within sixty (60) days next before the day on
which an election of directors is to be held, and a notice of any
such change shall be given to each stockholder twenty (20) days
before the election is held. Meetings of stockholders for any
other purpose may be held at such time and place, within or
without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual Meetings. Annual meetings of the
stockholders, commencing with the year 1964, shall be held at a
time fixed by the Board of Directors, on the third Friday in May
if not a legal holiday, and, if a legal holiday, then on the next
business day which is not a legal holiday. At each such meeting
the stockholders shall elect by a plurality vote by ballot a
Board of Directors, and transact such other business as may come
before the meeting.
Written notice of each annual meeting shall be given to each
stockholder entitled to vote thereat at least ten (10) days
before the date of such meeting.
The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten (10) days before
every election of directors, a complete list of the stockholders
entitled to vote at said election, arranged in alphabetical
order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list
shall be open to the examination of any stockholder during
ordinary business hours, for a period of at least ten (10) days
prior to the election, either at a place within the city, town or
village where the election is to be held and which place shall be
specified in the notice of the meeting, or, if not so specified,
at the place where said meeting is to be held, and the list shall
be produced and kept at the time and place of election during the
whole time thereof, and subject to the inspection of any
stockholder who may be present.
Section 3. Special Meetings. Special meetings of the
stockholders, for any purpose or purposes, unless otherwise
prescribed by law or by the Certificate of Incorporation, may be
called by the Board of Directors or by the Chairman of the Board,
the President or any Vice President of the Corporation, and shall
be called by the Chairman of the Board or the President or any
Vice President or the Secretary at the request in writing of a
majority of the Board of Directors, or at the request in writing
of stockholders owning a majority in amount of the entire stock
of the Corporation issued, outstanding and entitled to vote. Such
request shall state the purpose or purposes of the proposed
meeting.
Written notice of any special meeting of stockholders,
stating the time, place and general purposes thereof, shall be
given to each stockholder entitled to vote thereat, at least five
(5) days before the date fixed for such meeting.
Section 4. Quorum. The holders of a majority of the stock of
the Corporation issued, outstanding and entitled to vote, present
in person or represented by proxy, shall constitute a quorum at
all meetings of the stockholders for the transaction of business
except as otherwise provided by law or by the Certificate of
Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned meeting
at which a quorum shall be present or represented, any business
may be transacted which might have been transacted at the
original meeting.
When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in
person or represented by proxy shall decide any question brought
before such meeting, unless the question is one upon which by
express provision of any applicable statute or of the Certificate
of Incorporation, a different vote is required, in which case
such express provision shall govern and control the decision of
such question.
Section 5. Voting. Each stockholder shall at every meeting
of the stockholders be entitled to one vote in person or by proxy
for each share of the stock of the Corporation having voting
power held by such stockholder, but no proxy shall be voted on
after three (3) years from its date, unless the proxy provides
for a longer period. Except where the transfer books of the
Corporation have been closed or a date has been fixed as a record
date for the determination of its stockholders entitled to vote,
no share of stock shall be voted on at any election for directors
which has been transferred on the books of the Corporation within
twenty (20) days next preceding such election of directors.
Whenever the vote of stockholders at a meeting thereof is
required or permitted to be taken in connection with any
corporate action by any provisions of the applicable statutes or
of the Certificate of Incorporation or otherwise, the meeting and
vote of stockholders may be dispensed with, if all the
stockholders who would have been entitled to vote upon the action
if such meeting were held, shall consent in writing to such
corporate action being taken.
Section 6. Order of Business. At all meetings of the
stockholders the order of business shall be as follows: (a) call
to order; (b) appointment of a Secretary, if necessary; (c)
presentation of proof of the due calling of the meeting; (d)
presentation and examination of proxies, and determination of the
number of shares present in person or by proxy and entitled to
vote; (e) reading and settlement of the minutes of the previous
meeting; (f) reports of officers and committees, if any; (g) the
election of directors if the meeting is an annual meeting or a
meeting called for that purpose; (h) unfinished business; (i) new
business; and (j) adjournment.
ARTICLE III.
DIRECTORS
Section 1. General Powers. All the property and business of
the Corporation shall be managed by its Board of Directors, which
may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by law or by the Certificate of
Incorporation directed or required to be exercised or done by the
stockholders.
Section 2. Number of Directors. The number of directors
which shall constitute the whole Board of Directors shall be not
more than ten (10) nor less than four (4), with the exact number
at any given time to be fixed by the Board of Directors at any
regular or special meeting without the necessity of prior notice
that the matter of fixing the number of directors shall be a
matter for consideration at such meeting. The directors shall be
elected at each annual meeting of the stockholders, except as
provided in Section 3 of this Article III, and each director
elected shall hold office for one year and until his successor is
elected and qualified, unless sooner displaced. Directors need
not be stockholders. The number of directors may at any time be
increased to any number greater than ten (10) or decreased to
less than four (4), by amendment of the By-Laws of the
Corporation; provided, that no such decrease shall have the
effect of shortening the term of any incumbent director.
Section 3. Vacancies. Vacancies and newly created
directorships resulting from any increase in the authorized
number of directors may be filled by a majority of the directors
then in office, though less than a quorum, and the directors so
chosen shall hold office until the next annual election and until
their successors are elected and qualified, unless sooner
displaced.
Section 4. Resignation. Any director may resign at
any time by giving written notice to the Board of Directors, the
Chairman of the Board or the President of the Corporation. Such
resignation shall take effect at the time specified therein, and,
unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 5. Meetings. The Board of Directors of the
Corporation may hold any of its meetings at any place either
within or without the State of Delaware. The first meeting of
each newly elected Board of Directors shall be held immediately
following the annual meeting of the stockholders, or at such
other time and place as shall be fixed by the vote of
stockholders at said annual meeting, and no notice of such
meeting shall be necessary to the newly elected directors in
order legally to constitute the meeting, provided a quorum shall
be present. In the event that such first meeting of the newly
elected Board of Directors is not held at the time and place
authorized by the foregoing provision, the meeting may be held at
such time and place as shall be specified in a notice given as
hereinafter provided for special meetings of the Board of
Directors, or as shall be specified in a written waiver signed by
all of the directors.
Section 6. Notice of Meetings. Regular meetings of the Board
of Directors may be held without notice at such times and at such
places as shall from time to time be determined by the Board of
Directors.
Special meetings of the Board of Directors may be called by
the Chairman of the Board or the President or by any Vice
President or by any two directors of the Corporation, on three
(3) days' notice to each director, either personally or by mail
or by telegram; special meetings shall be called by the Chairman
of the Board or the President or any Vice President or the
Secretary in like manner and on like notice on the request of any
two directors.
Section 7. Quorum. At all meetings of the Board of Directors
a one-third of the total number of directors then in office, but
in no event less than two, shall constitute a quorum for the
transaction of business, and the act of a majority of the
directors present at any meeting at which there is a quorum
present shall be the act of the Board of Directors, except as may
be otherwise specifically provided by law, by the Certificate of
Incorporation or by these By-Laws. If a quorum shall not be
present at any meeting of the Board of Directors, the director or
directors present thereat may adjourn the meeting from time to
time without notice other than announcement at the meeting, until
a quorum shall be present.
Section 8. Action by Consent. Unless otherwise restricted by
the Certificate of Incorporation or by these By-Laws, any action
required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a
meeting, if prior to such action a written consent thereto is
signed by all members of the Board of Directors or of such
committee as the case may be, and such written consent is filed
with the minutes of proceedings of the Board of Directors or such
committee, as the case may be.
Section 9. Removal. Subject to the terms of any outstanding
employment agreement in writing and authorized by the Board of
Directors, any director may be removed from his directorship,
whether cause shall be assigned for such removal or not, and such
vacancy filled, at any duly convened and constituted meeting of
stockholders by the vote of a majority of the shares represented
at such meeting in person or by proxy which are entitled to vote
for the election of directors.
ARTICLE IV.
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 1. Executive Committee. The Board of Directors may,
by resolution passed by a majority of the whole Board of
Directors, appoint an Executive Committee of not less than three
or more than five members, to serve during the pleasure of the
Board of Directors, to consist of the Chief Executive Officer and
such additional directors as the Board of Directors may from time
to time designate. The Chief Executive Officer of the Corporation
shall be Chairman of the Executive Committee.
Section 2. Procedure. The Executive Committee shall meet at
the call of the Chairman of the Executive Committee or of any two
members. A majority of the members shall be necessary to
constitute a quorum and action shall be taken by a majority vote
of those present.
Section 3. Powers and Reports. During the intervals between
the meetings of the Board of Directors, the Executive Committee
shall possess and may exercise all the powers of the Board of
Directors in the management and direction of the business and
affairs of the Corporation. The taking of action by the Executive
Committee shall be conclusive evidence that the Board of
Directors was not in session when such action was taken. The
Executive Committee shall keep regular minutes of its proceedings
and all action by the Executive Committee shall be reported to
the Board of Directors at its meeting next following the meeting
of the Executive Committee and shall be subject to revision or
alteration by the Board of Directors; provided, that no rights of
third parties shall be affected by such revision or alteration.
Section 4. Other Committees. From time to time the Board of
Directors, by the affirmative vote of a majority of the whole
Board of Directors, may appoint other committees for any purpose
or purposes, and such committees shall have such powers as shall
be conferred by the resolution of appointment.
ARTICLE V.
OFFICERS
Section 1. Executive Officers. The Board of Directors shall
elect at least three executive officers: a Secretary, a Treasurer
and at least one other officer, being either a Chairman of the
Board, a President or a Vice President. In its discretion, the
Board of Directors may elect other executive officers, including
(if not so elected above) a Chairman of the Board, a Vice
Chairman of the Board, a President, one or more Vice Presidents
and whatever other executive officers which the Board sees fit to
elect. The Board of Directors shall, by resolution, designate one
executive officer as the Chief Executive Officer of the
Corporation who, subject to the direction of the Board of
Directors and of the Executive Committee, shall have direct
charge of and general supervision over the business and affairs
of the Corporation. All officers shall be elected annually by the
Board of Directors at its first meeting following the annual
meeting of stockholders, and each shall hold office until his
successor shall have been duly elected and qualified, or until he
shall have died or resigned or shall have been removed by
majority vote of the whole Board of Directors. The powers and
duties of Secretary and Treasurer may be exercised and performed
by the same person, and a Vice President may at the same time
hold any other office except President.
Section 2. Chairman of the Board. If a Chairman of the Board
is elected by the Board of Directors, he shall be a member of the
Board of Directors, and shall preside at all meetings of the
Board of Directors, and shall have such other duties as from time
to time may be assigned to him by the Board of Directors, by the
Executive Committee or, if the Chairman of the Board is not the
designated Chief Executive Officer of the Corporation, by such
Chief Executive Officer.
Section 3. President. If a President is elected by the Board
of Directors, he shall be a member of the Board of Directors,
shall perform all duties incident to the office of a President of
a Corporation and such other duties as from time to time may be
assigned to him by the Board of Directors, by the Executive
Committee, or, if the President is not the designated Chief
Executive Officer of the Corporation, by such Chief Executive
Officer.
Section 4. Vice Presidents. Each Vice President shall have
such powers and shall perform such duties as from time to time
may be conferred upon or assigned to him by the Board of
Directors or the Executive Committee, or as may be delegated to
him by the Chairman of the Board (if chief executive officer) or
the President.
Section 5. Secretary. The Secretary shall keep the minutes
of all meetings of the stockholders and of the Board of Directors
in books provided for the purpose; he shall see that all notices
are duly given in accordance with the provisions of law and these
By-Laws; he shall be custodian of the records and of the
corporate seal of the Corporation; he shall see that the
corporate seal is affixed to all documents the execution of which
under the seal is duly authorized, and when the seal is so
affixed he may attest the same; he may sign, with the President
or a Vice President, certificates of stock of the Corporation;
and in general, he shall perform all duties incident to the
office of a secretary of a corporation, and such other duties as
from time to time may be assigned to him by the Chairman of the
Board (if chief executive officer) the President, the Board of
Directors or the Executive Committee.
The Secretary shall also keep, or cause to be kept, a stock
book, containing the names, alphabetically arranged, of all
persons who are stockholders of the Corporation, showing their
places of residence, the number of shares held by them
respectively, and the time when they respectively became the
owners thereof.
Section 6. Treasurer. The Treasurer shall have charge of and
be responsible for all funds, securities, receipts and
disbursements of the Corporation and shall deposit, or cause to
be deposited, in the name of the Corporation, all moneys or other
valuable effects in such banks, trust companies or other
depositories as shall, from time to time, be selected by the
Board of Directors; he may endorse for collection on behalf of
the Corporation, checks, notes and other obligations; he may sign
receipts and vouchers for payments made to the Corporation;
singly or jointly with another person as the Board of Directors
may authorize, he may sign checks of the Corporation and pay out
and dispose of the proceeds under the direction of the Board of
Directors; he shall render or cause to be rendered to the
Chairman of the Board (if chief executive officer) the President
and the Board of Directors, whenever requested, an account of the
financial condition of the Corporation; he may sign, with the
President or Vice President, certificates of stock of the
Corporation; and in general, shall perform all the duties
incident to the office of a treasurer of a corporation, and such
other duties as from time to time may be assigned to him by the
Chairman of the Board (if chief executive officer) the President,
the Board of Directors or the Executive Committee.
Section 7. Subordinate Officers. The Board of Directors may
appoint such assistant secretaries, assistant treasurers and
other subordinate officers as it may deem desirable. Each such
officer shall hold office for such period, have such authority
and perform such duties as the Board of Directors may prescribe.
The Board of Directors may authorize the chief executive officer
of the Corporation to appoint and remove subordinate officers and
to prescribe the powers and duties thereof.
Section 8. Vacancies. Absences. Any vacancy in any of the
above offices may be filled for the unexpired portion of the term
by the Board of Directors, at any regular or special meeting.
Except when the law requires the act of a particular officer, the
Board of Directors or the Executive Committee whenever necessary
may, in the absence of any officer, designate any other officer
or properly qualified employee, to perform the duties of the one
absent for the time being, and such designated officer or
employee shall have, when so acting, all the powers herein given
to such absent officer.
Section 9. Resignations. Any officer may resign at any time
by giving written notice of such resignation to the Board of
Directors, the Chairman of the Board, the President or the
Secretary. Unless otherwise specified therein, such resignation
shall take effect upon written receipt thereof by the Board of
Directors or by such officer.
ARTICLE VI.
CAPITAL STOCK
Section 1. Stock Certificates. Every stockholder shall be
entitled to have a certificate certifying the number of shares of
stock owned by him in the Corporation. Certificates of stock
shall be signed by the President or a Vice President and the
Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary, and sealed with the seal of the Corporation.
Such seal may be facsimile, engraved or printed. Where such
certificate is signed (1) by a transfer agent or an assistant
transfer agent, other than the Corporation itself, or (2) by a
transfer clerk acting on behalf of the Corporation and a
registrar, the signature of any such President, Vice President,
Treasurer, Secretary, Assistant Treasurer or Assistant Secretary
may be facsimile. In case any officer or officers who shall have
signed, or whose facsimile signature or signatures shall have
been used on any such certificate or certificates shall cease to
be such officer or officers of the Corporation, whether because
of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the Corporation, such
certificate or certificates may nevertheless be adopted by the
Corporation and be issued and delivered as though the person or
persons who signed such certificate or certificates or whose
facsimile signature or signatures shall have been used thereon
had not ceased to be such officer or officers of the Corporation.
Section 2. Transfer of Shares. The shares of stock of the
Corporation shall be transferred on the books of the Corporation
by the holder thereof in person or by his attorney lawfully
constituted, upon surrender for cancellation of certificates for
the same number of shares, with an assignment and power of
transfer endorsed thereon or attached thereto, duly executed,
with such proof or guaranty of the authenticity of the signature
as the Corporation or its agents may reasonably require. The
Board of Directors may appoint one or more transfer agents and
registrars of the stock of the Corporation. The Corporation shall
be entitled to treat the holder of record of any share or shares
of stock as the holder in fact thereof and accordingly shall not
be bound to recognize any equitable or other claim to or interest
in such shares or share on the part of any other person, whether
or not it shall have express or other notice thereof, save as
expressly provided by law.
Section 3. Lost Certificates. The Board of Directors may
direct a new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the
Corporation alleged to have been lost or destroyed, and may
require the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the
Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost
or destroyed certificate or certificates, or his legal
representative, to give the Corporation a bond in such sum as it
may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged
to have been lost or destroyed.
Section 4. Record Dates. The Board of Directors may close
the stock transfer books of the Corporation for a period not
exceeding fifty (50) days preceding the date of any meeting of
stockholders or the date for payment of any dividend or the date
for the allotment of rights or the date when any change or
conversion or exchange of stock shall go into effect or for a
period not exceeding fifty (50) days in connection with obtaining
the consent of stockholders for any purpose. In lieu of closing
the stock transfer books as aforesaid, the Board of Directors may
fix in advance a date, not exceeding fifty (50) days preceding
the date of any meeting of stockholders, or the date for payment
of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of stock shall go
into effect, or a date in connection with obtaining such consent,
as a record date for the determination of the stockholders
entitled to notice of, and to vote at, any such meeting, and any
adjournment thereof, or entitled to receive payment of any such
dividend, or to any such allotment of rights, or to exercise the
rights in respect of any such change, conversion or exchange of
stock, or to give such consent, and in such case such
stockholders and only such stockholders shall be stockholders of
record on the date so fixed shall be entitled to such notice of,
and to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, or to give such consent as
the case may be, notwithstanding any transfer of any stock on the
books of the Corporation after any such record date fixed as
aforesaid.
ARTICLE VII.
GENERAL PROVISIONS
Section 1. Dividends upon the stock of the Corporation,
subject to the provisions of the applicable statutes and the
Certificate of Incorporation of the Corporation, may be declared
by the Board of Directors at any meeting thereof.
Section 2. Deeds, bonds, mortgages and contracts of the
Corporation shall be executed on behalf of the Corporation by the
Chairman of the Board, the Vice Chairman of the Board, the
President, any Vice President, or any one of such other persons
as shall from time to time be authorized by the Board of
Directors or by a writing executed by either the Chairman of the
Board, the Vice Chairman of the Board, the President or the Chief
Executive Officer of the Corporation.
Section 3. The Chairman of the Board, the President, any
Vice President or the Treasurer of the Corporation may attend any
meeting of the holders of stock or other securities of any other
corporation, any of whose stock or other securities are held by
the Corporation, and cast the votes which the Corporation is
entitled to cast as a stockholder or otherwise at such meeting,
or may consent in writing to any action by any such corporation,
and may execute on behalf of the Corporation and under its
corporate seal, or otherwise, such written proxies, consents,
waivers or other instruments as he may deem necessary or
appropriate. Any of the foregoing acts or functions may also be
performed by any one or more of such persons as shall from time
to time be authorized by the Board of Directors or by a writing
executed by the chief executive officer of the Corporation.
Section 4. The moneys of the Corporation shall be deposited
in the name of the Corporation in such bank or banks or trust
company or trust companies as the Board of Directors shall from
time to time designate, and shall be drawn out only by signed
checks or by telephonic or other electronic advice given and
subsequently confirmed by means which the bank or trust company
may require, by persons designated in a resolution or resolutions
of the Board of Directors or by such other persons designated by
a writing executed by persons authorized to so designate in a
resolution or resolutions of the Board of Directors.
Section 5. The corporate seal of the Corporation shall be in
such form as the Board of Directors may prescribe.
Section 6. The books, accounts and records of the
Corporation, except as may be otherwise required by the laws of
the State of Delaware, may be kept outside of the State of
Delaware, at such place or places as the Board of Directors may
from time to time appoint.
Section 7. Notices to directors and stockholders shall be in
writing and delivered personally or mailed to the directors or
stockholders at their addresses appearing on the books of the
Corporation. Notice by mail shall be deemed to be given at the
time when the same shall be mailed. Notice to directors may also
be given by telegram or cable, and any such notice shall be
deemed to be given when delivered to an office of the
transmitting company with all charges prepaid.
Section 8. Whenever any notice is required to be given under
the provisions of applicable statutes or of the Certificate of
Incorporation or of these By-Laws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE VIII.
INDEMNIFICATION
Section 1. Mandatory Indemnification - Third Party Actions.
The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding ("Action"), whether civil,
criminal, administrative or investigative (other than an Action
by or in the right of the Corporation) by reason of the fact that
he is or was a director, officer or employee of the Corporation,
or is or was serving at the request of the Corporation as a
director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by
him in connection with such Action if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation and, with respect to any
criminal Action, had no reasonable cause to believe his conduct
was unlawful. The termination of any Action by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests
of the Corporation, and, with respect to any criminal Action or
proceeding, had reasonable cause to believe that his conduct was
unlawful.
Section 2. Mandatory Indemnification - Derivative Actions.
The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any Action by or in the
right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, or
employee of the Corporation or is or was serving at the request
of the Corporation as a director, officer or employee of another
corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees and
amounts paid in settlement not exceeding the estimated expense of
litigating the Action to a conclusion) actually and reasonably
incurred by him in connection with the defense or settlement of
such Action if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest
of the Corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation
unless and only to the extent that the court in which such Action
was brought shall determine upon application that, despite the
adjudication of liability but in view of all circumstances of the
case, such person is fairly and reasonably entitled to indemnity
for such expenses which such court shall deem proper.
Section 3. Mandatory Indemnification - Successful Party. To
the extent that a director, officer, employee or agent of the
Corporation, or any person who is or was serving at the request
of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, has been successful on the merits or otherwise in the
defense of any such Action, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by
him in connection therewith.
Section 4. Permissive Indemnification. Notwithstanding any
limitations of the indemnification provided by Sections l and 2,
the Corporation may indemnify any person who is or was a party or
is threatened to be made a party to any Action by reason of the
fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against all or part of any expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such
Action, if it shall be determined in accordance with the
applicable procedures set forth in Section 5 that such person is
fairly and reasonably entitled to such indemnification.
Section 5. Procedure. Any indemnification under Sections 1,
2 or 4 (unless ordered by a court) shall be made by the
Corporation only as authorized by the Board of Directors (which
may so act whether or not there is a sufficient number of
disinterested directors to constitute a quorum) in the specific
case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because
he has met the applicable standards of conduct set forth in
Sections 1 and 2 or is entitled to indemnification under Section
4. Such determination, in the case of indemnification made
pursuant to Section 1 or Section 2 shall be made (1) by the Board
of Directors by a majority vote of a quorum, as defined in the
Certificate of Incorporation or the By-Laws, consisting of
directors who are not or were not parties to any pending or
completed Action giving rise to the proposed indemnification, or
(2) if such a quorum is not obtainable or, even if obtainable, a
quorum of disinterested directors so directs, by independent
legal counsel (who may be, but need not be, outside counsel to
the Corporation) in a written opinion, or (3) by the
shareholders. Such determination, in the case of indemnification
made pursuant to Section 4, shall be made by the Board of
Directors by a majority vote of a quorum, as defined in the
Certificate of Incorporation or the By-Laws, consisting of
directors who are not or were not parties to any pending or
completed Action giving rise to the proposed indemnification or
by the shareholders.
Section 6. Advance Payments. Expenses (including attorneys'
fees) incurred or reasonably expected to be incurred by a
director, officer or employee of the Corporation in defending
against any claim asserted or threatened against him in such
capacity or arising out of his status as such shall be paid by
the Corporation in advance of the final determination thereof, if
authorized by the Board of Directors (which may so act whether or
not there is a sufficient number of disinterested directors to
constitute a quorum) upon receipt by the Corporation of his
written request therefor and his written promise to repay such
amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized or
required in this article.
Section 7. Provisions Not Exclusive. The indemnification
provided by this Article shall not be deemed exclusive of any
other rights to which any person seeking indemnification may be
entitled under any law, by-law, agreement, vote of shareholders
or disinterested directors or otherwise, and shall continue as to
a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
Section 8. Miscellaneous. For purposes of this Article, and
without any limitation whatsoever upon the generality thereof:
the term "fines" as used herein shall be deemed to include (i)
penalties imposed by the Nuclear Regulatory Commission (the
"NRC") pursuant to Section 206 of the Energy Reorganization Act
of 1974 and Part 21 of NRC regulations thereunder, as they may be
amended from time to time, and any other penalties, whether
similar or dissimilar, imposed by the NRC, and (ii) excise taxes
assessed with respect to an employee benefit plan pursuant to the
Employee Retirement Income Security Act of 1974, as it may be
amended from time to time, ("ERISA"); for purposes of determining
the entitlement of a director, officer or employee of the
Corporation to indemnification under this Article, the term
"other enterprise" shall be deemed to include an employee benefit
plan governed by ERISA, the Corporation shall be deemed to have
requested such person to serve as an employee of such a plan
where such person is a trustee of the plan or where the
performance by such person of his duties to the Corporation also
imposes duties on, or otherwise involves services by, such person
to such plan or its participants or beneficiaries, and action
taken or permitted by such person in the performance of his
duties with respect to such employee benefit plan for a purpose
reasonably believed by him to be in the interest of the
participants and beneficiaries of the plan shall be deemed to
meet the standard of conduct required for indemnification
hereunder; and any act, omission, step or conduct taken or had in
good faith which is required, authorized or approved by any order
or orders issued pursuant to the Public Utility Holding Company
Act of 1935 or any other federal statute or any state statute or
municipal ordinance shall be deemed to meet the standard of
conduct required for indemnification hereunder.
ARTICLE IX.
AMENDMENTS
Alterations, amendments or repeals of these By-Laws, or any of
them, may be made by a majority of the stockholders entitled to
vote at any meeting thereof, if the notice of such meeting
contains a statement of the proposed alteration, amendment or
repeal, or by the Board of Directors by a majority vote of the
whole Board of Directors at any meeting thereof, provided notice
of such alteration, amendment or repeal has been given to each
director in writing. No notice of any alteration, amendment or
repeal need be given if adopted by action taken at a meeting duly
held on waiver of notice.
Exhibit B-11(b)
BY-LAWS
OF
ENTERGY POWER, INC.
EFFECTIVE OCTOBER 28, 1993
ARTICLE I
Offices
The registered office of the Corporation shall be in the
City of Wilmington, County of New Castle, State of Delaware.
The Corporation also may have offices at such other places,
both within and without the State of Delaware, as from time to
time may be designated by the Board of Directors.
ARTICLE II
Books
The books and records of the Corporation may be kept (except
as otherwise provided by the laws of the State of Delaware)
outside the State of Delaware and at such place or places as from
time to time may be designated by the Board of Directors.
ARTICLE III
Stockholders
Section 1. Meetings. Meetings of the stockholders of the
Corporation shall be held as set forth in the Certificate of
Incorporation.
Section 2. List of Stockholders. The officer of the
Corporation who shall have charge of the stock ledger of the
Corporation shall prepare and make, at least ten (10) days before
every meeting of stockholders, a complete list of the
stockholders entitled to vote at said meeting, arranged in
alphabetical order and showing the address of each stockholder
and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during
ordinary business hours for a period of at least ten (10) days
prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list also shall be produced
and kept at the time and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is
present.
Section 3. Organization. The Chairman of the Board or the
President, or in their absence, any Vice President, shall call to
order meetings of the stockholders and shall act as chairman of
such meetings. The Board of Directors or the stockholders may
appoint any stockholder or any Director or officer of the
Corporation to act as chairman of any meeting in the absence of
the Chairman of the Board, the President and all of the Vice
Presidents.
The Secretary of the Corporation shall act as secretary of
all meetings of the stockholders, but in the absence of the
Secretary the presiding officer may appoint any other person to
act as secretary of any meeting.
ARTICLE IV
Directors
Section 1. Notice. Notice of any meeting of the Board of
Directors requiring notice shall be given to each Director by
mailing the same at least forty-eight (48) hours, or by
telegraphing the same at least forty-eight (48) hours, before the
time fixed for the meeting. At any meeting at which all Directors
shall be present, or which all Directors not present have waived
notice in writing, the giving of notice as above described may be
dispensed with. Attendance of a Director at a meeting shall
constitute waiver of notice of such meeting, except when such
Director attends such meeting for the express purpose of
objecting, at the beginning of such meeting, to the transaction
of any business because such meeting is not lawfully called or
convened.
Section 2. Quorum. At all meetings of the Board of
Directors, the presence of a majority of the Directors
constituting the Board shall constitute a quorum for the
transaction of business. If a quorum shall not be present at any
meeting of the Board of Directors, the Directors present thereat
may adjourn the meeting from time to time, without notice other
than an announcement at the meeting, until a quorum shall be
present. Except as may be otherwise specifically provided by the
laws of the State of Delaware, the Certificate of Incorporation
or these By-Laws, the affirmative vote of a majority of the
Directors present at the time of such vote shall be the act of
the Board of Directors if a quorum is present.
Section 3. Consent. Unless otherwise restricted by the
Certificate of Incorporation or these By-Laws, any action
required or permitted to be taken at any meeting of the Board of
Directors may be taken without a meeting, if all members of the
Board consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the Board.
Section 4. Telephonic Meetings. Unless otherwise restricted
by the Certificate of Incorporation or these By-Laws, members of
the Board of Directors may participate in a meeting of the Board
by means of conference telephone or similar communications
equipment by means of which all persons participating in such
meeting can hear each other, and participation in a meeting
pursuant to this Section 4 of Article IV shall constitute
presence in person at such meeting.
Section 5. Committees. The Board of Directors, by resolution
passed by a majority of the whole Board, may designate one or
more committees, each committee to consist of one or more of the
Directors of the Corporation. The Board may designate one or more
Directors as alternate members of any committee, who may replace
any absent or disqualified member at any meeting of the
committee. In the absence or disqualification of a member of the
committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in place of any such
absent or disqualified member. Any such committee, to the extent
provided in the resolution of the Board of Directors, shall have
and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; but no such committee
shall have power or authority in reference to amending the
Certificate of Incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease
or exchange of all or substantially all of the Corporation's
property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of dissolution, or
amending these By-Laws.
Unless the Board of Directors otherwise provides, each
committee designated by the Board may make, alter and repeal
rules for the conduct of its business. In the absence of such
rules each committee shall conduct its business in the same
manner as the Board of Directors conducts its business pursuant
to the Certificate of Incorporation and these By-Laws.
Section 6. Resignations. Any Director of the Corporation may
resign at any time by giving written notice to the Board of
Directors or to the Chairman of the Board, the President or the
Secretary of the Corporation. Any such resignation shall take
effect at the time specified therein, or, if the time be not
specified, upon receipt thereof; and unless otherwise specified
therein, acceptance of such resignation shall not be necessary to
make it effective.
ARTICLE V
Officers
Section 1. Number, Election and Term of Office. The Board
of Directors may elect a Chairman of the Board, may elect a Chief
Executive Officer and shall elect a President, a Secretary, a
Treasurer, and in their discretion, one or more Vice Presidents.
The Chief Executive Officer or, if no Chief Executive Officer is
elected, the President shall, subject to the direction of the
Board of Directors, have direct charge of and general supervision
over the business and affairs of the Corporation. The officers
of the Corporation shall be elected annually by the Board of
Directors at its meeting held immediately after the annual
meeting of the stockholders (other than the initial officers
elected by unanimous consent of the initial Board of Directors),
and each shall hold his office until his successor shall have
been duly elected and qualified or until he shall have died or
resigned or shall have been removed by majority vote of the
entire Board of Directors. Any number of offices may be held by
the same person. The Board of Directors may from time to time
appoint such other officers and agents as the interest of the
Corporation may require and may fix their duties and terms of
office.
Section 2. Chairman of the Board. The Chairman of the Board
shall be a member of the Board of Directors. He shall preside at
all meetings of the Board of Directors, and shall have such other
duties as from time to time may be assigned to him by the Board
of Directors.
Section 3. President. The President shall perform all duties
incident to the office of a president of a corporation and such
other duties as from time to time may be assigned to him by the
Board of Directors. At any time when the office of the Chairman
of the Board shall be vacant or if the Board of Directors shall
not elect a Chairman of the Board, the President of the
Corporation shall be a member of the Board of Directors of the
Corporation.
Section 4. Vice Presidents. Each Vice President shall have
such powers and shall perform such duties as from time to time
may be conferred upon or assigned to him by the Board of
Directors or as may be delegated to him by the Chairman of the
Board or the President.
Section 5. Secretary. The Secretary shall keep the minutes
of all meetings of the stockholders and of the Board of Directors
in books provided for the purpose; shall see that all notices are
duly given in accordance with the provisions of the law and these
By-Laws; shall be custodian of the records and of the corporate
seal of the Corporation; shall see that the corporate seal is
affixed to all documents the execution of which under the seal is
duly authorized, and when the seal is so affixed may attest the
same; may sign, with the Chairman of the Board, the President or
a Vice President, certificates of stock of the Corporation; and
in general, shall perform all duties incident to the office of a
secretary of a corporation, and such other duties as from time to
time may be assigned by the Chairman of the Board, the President
or the Board of Directors.
The Secretary shall also keep, or cause to be kept, a stock
book, containing the names, alphabetically arranged, of all
persons who are stockholders of the Corporation, showing their
places of residence, the number of shares held by them
respectively, and the time when they respectively became the
owners thereof.
Section 6. Treasurer. The Treasurer shall have charge of and
be responsible for all funds, securities, receipts and
disbursements of the Corporation, and shall deposit, or cause to
be deposited, in the name of the Corporation, all moneys or other
valuable effects in such banks, trust companies or other
depositories as shall, from time to time, be selected by the
Board of Directors or by the Treasurer if so authorized by the
Board of Directors; may endorse for collection on behalf of the
Corporation, checks, notes and other obligations; may sign
receipts and vouchers for payments made to the Corporation;
singly or jointly with another person as the Board of Directors
may authorize, may sign checks on the Corporation and pay out and
dispose of the proceeds under the direction of the Board; shall
render or cause to be rendered to the Chairman of the Board, the
President and the Board of Directors, whenever requested, an
account of the financial condition of the Corporation; may sign,
with the Chairman of the Board, the President or a Vice
President, certificates of stock of the Corporation; and in
general, shall perform all the duties incident to the office of a
treasurer of a corporation, and such other duties as from time to
time may be assigned by the Chairman of the Board, the President
or the Board of Directors.
Section 7. Subordinate Officers. The Board of Directors may
appoint such assistant secretaries, assistant treasurers and
other subordinate officers as it may deem desirable. Each such
officer shall hold office for such period, have such authority
and perform such duties as the Board of Directors may prescribe.
The Board of Directors may, from time to time, authorize any
officer to appoint and remove subordinate officers and to
prescribe the powers and duties thereof.
Section 8. Transfer of Duties. The Board of Directors in its
absolute discretion may transfer the power and duties, in whole
or in part, of any officer to any other officer, or persons,
notwithstanding the provisions of these By-Laws, except as
otherwise provided by the laws of the State of Delaware.
Section 9. Vacancies, Absences. If the office of Chairman of
the Board, President, Vice President, Secretary or Treasurer, or
of any other officer or agent becomes vacant for any reason, the
Board of Directors may, but is not required to, choose a
successor to hold office for the remainder of the unexpired term.
Except when the law requires the act of a particular officer, the
Board of Directors whenever necessary may, in the absence of any
officer, designate any other officer or properly qualified
employee, to perform the duties of the one absent for the time
being, and such designated officer or employee shall have, when
so acting, all the powers herein given to such absent officer.
Section 10. Removals. At any meeting of the Board of
Directors called for the purpose, any officer or agent of the
Corporation may be removed from office, with or without cause, by
the affirmative vote of a majority of the entire Board of
Directors.
Section 11. Compensation of Officers. The officers shall
receive such salary or compensation as may be determined by the
affirmative vote of the majority of the Board of Directors. No
officer shall be prevented from receiving such salary or
compensation by reason of the fact that he is also a Director of
the Corporation.
Section 12. Resignations. Any officer or agent of the
Corporation may resign at any time by giving written notice to
the Board of Directors or to the President or the Secretary of
the Corporation. Any such resignation shall take effect at the
time specified therein or, if the time is not specified, upon
receipt thereof; and unless otherwise specified therein,
acceptance of such resignation shall not be necessary to make it
effective.
ARTICLE VI
Contracts, Checks and Notes
Unless the Board of Directors shall otherwise specifically
direct, all contracts, checks, drafts, bills of exchange and
promissory notes and other negotiable instruments of the
Corporation shall be executed in the name of the Corporation by
the Chairman of the Board, the President, a Vice President,
Secretary or Treasurer or any officer as may be designated by the
Board of Directors.
ARTICLE VII
Stock
Section 1. Certificates of Stock. The certificates for
shares of the stock of the Corporation shall be in such form, not
inconsistent with the Certificate of Incorporation, as shall be
prepared or approved by the Board of Directors. Every holder of
stock in the Corporation shall be entitled to have a certificate
signed by, or in the name of the Corporation, by the Chairman of
the Board, the President or a Vice President, and by the
Treasurer or the Secretary certifying the number of shares owned
by him and the date of issue; and no certificate shall be valid
unless so signed. All certificates shall be consecutively
numbered and shall be entered in the books of the Corporation as
they are issued.
All signatures on the certificate may be facsimile. In case
any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar before
such certificate is issued, it may be issued by the Corporation
with the same effect as if he were such officer, transfer agent
or registrar at the date of issue.
Section 2. Transfer of Stock. Upon surrender to the
Corporation or the transfer agent of the Corporation of a
certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, the
Corporation shall issue a new certificate
to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
ARTICLE VIII
Registered Stockholders
The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact
thereof and, accordingly, shall not be bound to recognize any
equitable or other claim to, or interest in, such share or shares
on the part of any other person, whether or not it shall have
express or other notice thereof, save as expressly provided by
the laws of the State of Delaware.
ARTICLE IX
Lost Certificates
Any person claiming a certificate of stock to be lost or
destroyed shall make an affidavit or affirmation of the fact and
advertise the same in such manner as the Board of Directors may
require, and the Board of Directors, in its discretion, may
require the owner of the lost or destroyed certificate, or his
legal representative, to give the Corporation a bond in a sum
sufficient, in the opinion of the Board of Directors, to
indemnify the Corporation against any claim that may be made
against it on account of the alleged loss of any such
certificate. A new certificate of the same tenor and for the same
number of shares as the one alleged to be lost or destroyed may
be issued without requiring any bond when, in the judgment of the
Directors, it is proper so to do.
ARTICLE X
Fixing of Record Date
In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or to receive payment of any
dividend or other distribution or allotment of any rights, or to
exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful action,
the Board of Directors may fix, in advance, a record date, which
shall not be more than sixty (60) nor less than ten (10) days
before the date of such meeting, nor more than sixty (60) days
prior to any other action. A determination of stockholders of
record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new
record date for the adjourned meeting.
ARTICLE XI
Dividends
Dividends upon the common stock of the Corporation may be
declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in
property, or in shares of the common stock of the Corporation,
subject to the provisions of the Certificate of Incorporation.
Before payment of any dividend, there may be set aside out
of any funds of the Corporation available for dividends such sums
as the Directors from time to time, in their absolute discretion,
think proper as a reserve or reserves to meet contingencies, or
for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for such other purpose as the
Directors shall think conducive to the interest of the
Corporation, and the Directors may modify or abolish any such
reserve in the manner in which it was created.
ARTICLE XII
Waiver of Notice
Whenever any notice whatever is required to be given by
statute or under the provisions of the Certificate of
Incorporation or these By-Laws, a waiver thereof in writing
signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be equivalent
thereto.
ARTICLE XIII
Seal
The corporate seal of the Corporation shall have inscribed
thereon the name of the Corporation, the year of its organization
and the words "Corporate Seal, Delaware."
ARTICLE XIV
Fiscal Year
The fiscal year of the Corporation shall be the calendar
year.
ARTICLE XV
Indemnification of Officers, Directors,
Employees and Agents; Advancement of Expenses;
Insurance and Other Funding Arrangements
Section 1. Mandatory Indemnification for Directors and
Officers - Third Party Actions. The Corporation shall indemnify
any Director or officer of the Corporation who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that he is or
was a Director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interest
of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was
unlawful. The right to indemnification under this Section 1 of
Article XV shall be a contract right that may be enforced in any
lawful manner by a Director or officer of the Corporation.
Section 2. Mandatory Indemnification for Directors and
Officers - Derivative Actions. The Corporation shall indemnify
any Director or officer of the Corporation who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he is
or was a Director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the Corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the Corporation,
unless and only to the extent that the Court of Chancery of the
State of Delaware or the court in which such action or suit was
brought, shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery of the
State of Delaware or such other court shall deem proper. The
right to indemnification under this Section 2 of Article XV shall
be a contract right that may be enforced in any lawful manner by
a Director or officer of the Corporation.
Section 3. Mandatory Indemnification for Directors and
Officers - Successful Party. To the extent that a Director or
officer of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred
to in Sections 1 and 2 of this Article XV, or in defense of any
claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith. The right to
indemnification under this Section 3 of Article XV shall be a
contract right that may be enforced in any lawful manner by a
Director or officer of the Corporation.
Section 4. Indemnification for Employees and Agents. The
Board of Directors may grant to an employee or agent of the
Corporation who is not an officer of the Corporation rights to
indemnification upon such terms and conditions as the Board of
Directors deems appropriate.
Section 5. Procedure. Any indemnification under the
foregoing provisions of this Article XV (unless ordered by a
court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification
of the Director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of
conduct as set forth in, or established pursuant to Section 1, 2
or 4 of this Article XV. Such determination shall be made (i) by
the Board of Directors by a majority vote of a quorum consisting
of Directors who were not parties to such action or proceeding,
or (ii) if such a quorum is not obtainable, or, even if
obtainable, a quorum of disinterested Directors so directs, by
independent legal counsel in a written opinion, or (iii) by the
stockholders.
Section 6. Advance Payments. Expenses incurred by an officer
or Director in defending a civil or criminal action, suit or
proceeding shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such Director or officer to
repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the Corporation as authorized
in this Article XV. The right of Directors and officers to
advancement of expenses under this Section 6 of Article XV shall
be a contract right that may be enforced in any lawful manner by
a Director or officer of the Corporation. Such expenses incurred
by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.
Section 7. Provisions not Exclusive. The indemnification and
advancement of expenses provided by, or granted pursuant to, the
other subsections of this Article XV shall not be deemed
exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under
any agreement, vote of stockholders or disinterested Directors or
otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office.
Section 8. Insurance. The Corporation may purchase and
maintain insurance on behalf of any person who is or was a
Director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director,
officer, employee, or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability
asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability
under the provisions of this Article XV.
Section 9. Other Arrangements. The Corporation also may
obtain a letter of credit, act as self-insurer, create a reserve,
trust, escrow, cash collateral or other fund or account, enter
into indemnification agreements, pledge or grant a security
interest in any assets or properties of the Corporation, or use
any other mechanism or arrangement whatsoever in such amounts, at
such costs, and upon such other terms and conditions as the Board
of Directors shall deem appropriate for the protection of any or
all such persons.
Section 10. Separability. If this Article XV or any
portion hereof shall be invalidated on any ground by any court of
competent jurisdiction, then the Corporation shall nevertheless
indemnify each director and officer, and each employee or agent
of the Corporation as to whom the Corporation has agreed to grant
indemnity, as to liabilities and expenses, and amounts paid or to
be paid in settlement with respect to any proceeding, including
an action by or in the right of the Corporation, to the full
extent permitted by any applicable portion of this Article XV
that shall not have been invalidated and to the full extent
permitted by applicable law.
Section 11. Miscellaneous. (a) For the purposes of this
Article XV, references to "the Corporation" include all
constituent corporations absorbed in a consolidation or merger,
as well as the resulting or surviving corporation, so that any
person who is or was a Director, officer, employee or agent of
such a constituent corporation or is or was serving at the
request of such constituent corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same
position under the provisions of this Article XV with respect to
the resulting or surviving corporation as he would if he had
served the resulting or surviving corporation in the same
capacity.
(b) For purposes of this Article XV, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving
at the request of the Corporation" shall include any service as a
Director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such Director,
officer, employee or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted
in good faith and in a manner he reasonably believed to be in the
interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to
in this Article XV.
(c) The indemnification and advancement of expenses provided
by, or granted pursuant to, this Article XV shall, unless
otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a Director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
Exhibit B-14(b)
BY-LAWS
OF
ENTERGY POWER DEVELOPMENT CORPORATION
EFFECTIVE OCTOBER 28, 1993
ARTICLE I
Offices
The registered office of the Corporation shall be in the
City of Wilmington, County of New Castle, State of Delaware. The
Corporation also may have offices at such other places, both
within and without the State of Delaware, as from time to time
may be designated by the Board of Directors.
ARTICLE II
Books
The books and records of the Corporation may be kept (except
as otherwise provided by the laws of the State of Delaware)
outside the State of Delaware and at such place or places as from
time to time may be designated by the Board of Directors.
ARTICLE III
Meetings of Stockholders
Section 1. Annual Meetings. Each annual meeting of the
stockholders shall be held (i) at a time fixed by the Board of
Directors, on the third Friday in May, if not a legal holiday;
(ii) if a legal holiday, then at the same time on the next
business day which is not a legal holiday; or (iii) at such date
and time during such calendar year as shall be stated in the
notice of the meeting or in a duly executed waiver of notice
thereof. The annual meeting of the stockholders shall be held at
the principal business office of the Corporation or at such other
place or places either within or without the State of Delaware as
may be designated by the Board of Directors and stated in the
notice of the meeting. At each such meeting, the stockholders
shall elect by a plurality vote a Board of Directors, and transact
such other business as may come before the meeting.
Written notice of the time and place designated for the
annual meeting of the stockholders of the Corporation shall be
delivered personally or mailed to each stockholder entitled to
vote thereat not less than ten (10) and not more than sixty (60)
days prior to said meeting, but at any meeting at which all
stockholders shall be present, or of which all stockholders not
present have waived notice in writing, the giving of notice as
above described may be dispensed with. If mailed, said notice
shall be directed to each stockholder at his address as the same
appears on the stock ledger of the Corporation unless he shall
have filed with the Secretary of the Corporation a written
request that notices intended for him be mailed to some other
address, in which case it shall be mailed to the address
designated in such request.
Section 2. Special Meetings. Special meetings of the
stockholders of the Corporation shall be held whenever called in
the manner required by the laws of the State of Delaware for
purposes as to which there are special statutory provisions, and
for such other purposes as required or permitted by the
Certificate of Incorporation or otherwise, whenever called by
resolution of the Board of Directors, or by the Chairman of the
Board, the President, or the holders of a majority of the issued
and outstanding shares of the common stock of the Corporation.
Any such special meeting of stockholders may be held at the
principal business office of the Corporation or at such other
place or places, either within or without the State of Delaware,
as may be specified in the notice thereof. Business transacted at
any special meeting of stockholders of the Corporation shall be
limited to the purposes stated in the notice thereof.
Except as otherwise expressly required by the laws of the
State of Delaware or the Certificate of Incorporation, written
notice of each special meeting, stating the day, hour and place,
and in general terms the business to be transacted thereat, shall
be delivered personally or mailed to each stockholder entitled to
vote thereat not less than ten (10) and not more than sixty (60)
days before the meeting. If mailed, said notice shall be directed
to each stockholder at his address as the same appears on the
stock ledger of the Corporation unless he shall have filed with
the Secretary of the Corporation a written request that notices
intended for him be mailed to some other address, in which case
it shall be mailed to the address designated in said request. At
any special meeting at which all stockholders shall be present,
or of which all stockholders not present have waived notice in
writing, the giving of notice as above described may be dispensed
with.
Section 3. Quorum. At any meeting of the stockholders of the
Corporation, except as otherwise expressly provided by the laws
of the State of Delaware or the Certificate of Incorporation,
there must be present, either in person or by proxy, in order to
constitute a quorum, stockholders owning a majority of the issued
and outstanding shares of the common stock of the Corporation
entitled to vote at said meeting. At any meeting of stockholders
at which a quorum is not present, the holders of, or proxies for,
a majority of the common stock which is represented at such
meeting, shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting,
until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at
the meeting as originally noticed. If the adjournment is for more
than thirty (30) days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.
Section 4. Voting. Each holder of record of the common
stock of the Corporation shall, at every meeting of the
stockholders of the Corporation, be entitled to one (1) vote for
each share of common stock standing in his name on the books of
the Corporation, and such votes may be cast either in person or
by proxy, appointed by an instrument in writing, subscribed by
such stockholder or by his duly authorized attorney, and filed
with the Secretary before being voted on, but no proxy shall be
voted after three (3) years from its date, unless said proxy
provides for a longer period. Except as otherwise required by the
laws of the State of Delaware or the Certificate of
Incorporation, the holders of the common stock of the Corporation
shall exclusively possess all voting power for the election of
Directors and for all other purposes and are entitled to vote on
each matter to be voted on at a stockholders' meeting.
The vote on all elections of Directors and other questions
before the meeting need not be by ballot, except upon demand by
the holders of the majority of the shares of the common stock of
the Corporation present in person or by proxy.
When a quorum is present at any meeting of the stockholders
of the Corporation, the vote of the holders of a majority of the
shares of the common stock of the Corporation and present in
person or represented by proxy shall decide any question brought
before such meeting, unless the question is one upon which, under
any provision of the laws of the State of Delaware or of the
Certificate of Incorporation, a different vote is required, in
which case such provision shall govern and control the decision
of such question.
Whenever the vote of the holders of the common stock of the
Corporation at a meeting thereof is required or permitted to be
taken in connection with any corporate action by any provision of
the laws of the State of Delaware or of the Certificate of
Incorporation, such corporate action may be taken without a
meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by
the holders of outstanding common stock of the Corporation having
not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of
the taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders
who have not consented thereto in writing.
Section 5. List of Stockholders. The officer of the
Corporation who shall have charge of the stock ledger of the
Corporation shall prepare and make, at least ten (10) days before
every meeting of stockholders, a complete list of the
stockholders entitled to vote at said meeting, arranged in
alphabetical order and showing the address of each stockholder
and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during
ordinary business hours for a period of at least ten (10) days
prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list also shall be produced
and kept at the time and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is
present.
Section 6. Organization. The Chairman of the Board or the
President, or in their absence, any Vice President, shall call to
order meetings of the stockholders and shall act as chairman of
such meetings. The Board of Directors or the stockholders may
appoint any stockholder or any Director or officer of the
Corporation to act as chairman of any meeting in the absence of
the Chairman of the Board, the President and all of the Vice
Presidents.
The Secretary of the Corporation shall act as secretary of
all meetings of the stockholders, but in the absence of the
Secretary the presiding officer may appoint any other person to
act as secretary of any meeting.
ARTICLE IV
Directors
Section 1. Powers. The business and affairs of the
Corporation shall be managed by the Board of Directors which may
exercise all such powers and do all such acts and things as may
be exercised or done by the Corporation; subject, nevertheless,
to the provisions of the laws of the State of Delaware, the
Certificate of Incorporation, and any By-Laws from time to time
passed by the stockholders; provided, however, that no By-Law so
created shall invalidate any prior act of the Directors which was
valid in the absence of such By-Law.
Section 2. Number of Directors. The number of Directors
which shall constitute the whole Board shall be not less than one
(I) nor more than ten (10). Within such limits, the number of
Directors may be fixed from time to time by vote of the
stockholders or of the Board of Directors at any regular or
special meeting. Directors need not be stockholders. Directors
shall be elected at the annual meeting of the stockholders of the
Corporation, except as herein provided, to serve until the next
annual meeting of stockholders and until their respective
successors are duly elected and have qualified.
Section 3. Vacancies. Vacancies occurring among the
Directors (other than in the case of removal of a Director) shall
be filled by a majority vote of the Directors then in office with
the consent of the holders of a majority of the issued and
outstanding common stock of the Corporation, or by the sole
remaining Director with the consent of the holders of a majority
of the issued and outstanding common stock of the Corporation, or
by resolution duly adopted by the holders of a majority of the
issued and outstanding common stock of the Corporation, at a
special meeting held for such purpose, or by action taken in lieu
of such meeting, or at the next annual meeting of stockholders
following any vacancy.
Section 4. Removal. At any meeting of stockholders of the
Corporation called for the purpose, the holders of a majority of
the issued and outstanding shares of the common stock of the
Corporation may remove from office, with or without cause, any or
all of the Directors and the successor of any Director so removed
shall be elected by the holders of a majority of the issued and
outstanding common stock of the Corporation at such meeting or at
a later meeting.
Section 5. Meetings. The first meeting of each newly elected
Board of Directors shall be held immediately following the annual
meeting of stockholders and at the same place at which regular
meetings of the Board of Directors are held, or at such other
time and place as may be provided by resolution of the Board of
Directors, and no notice of such meeting shall be necessary to
the newly elected Directors in order legally to constitute a
meeting, provided a quorum is present. In the event that such
first meeting of the newly elected Board of Directors is not held
at the time and place authorized by the foregoing provision, the
meeting may be held at such time and place as shall be specified
in a notice given as hereinafter provided for special meetings of
the Board of Directors, or as shall be specified in a written
waiver signed by all the Directors. Regular meetings of the Board
of Directors may be held without notice at such time and place,
either within or without the State of Delaware, as shall from
time to time be determined by resolutions of the Board of
Directors. Special meetings of the Board of Directors may be
called by the Chairman of the Board or by the President on
reasonable notice as provided in these By-Laws, and such meetings
shall be held at the principal business office of the Corporation
or at such other place or places, either within or without the
State of Delaware, as shall be specified in the notice thereof.
Section 6. Quorum. At all meetings of the Board of
Directors, the presence of a majority of the Directors
constituting the Board shall constitute a quorum for the
transaction of business. If a quorum shall not be present at any
meeting of the Board of Directors, the Directors present thereat,
by majority vote, may adjourn the meeting from time to time,
without notice other than an announcement at the meeting, until a
quorum shall be present. Except as may be otherwise specifically
provided by the laws of the State of Delaware, the Certificate of
Incorporation or these By-Laws, the affirmative vote of a
majority of the Directors present at the time of such vote shall
be the act of the Board of Directors if a quorum is present.
Section 7. Notice of Meetings. Notice of any meeting of the
Board of Directors requiring notice shall be given to each
Director by personal delivery or by mail or by telegram, in any
case at least forty-eight (48) hours before the time fixed for
the meeting. At any meeting at which all Directors shall be
present, or at which all Directors not present have waived notice
in writing, the giving of notice as above described may be
dispensed with. Attendance of a Director at a meeting shall
constitute waiver of notice of such meeting, except when such
Director attends such meeting for the express purpose of
objecting, at the beginning of such meeting, to the transaction
of any business because such meeting is not lawfully called or
convened.
Section 8. Action by Consent. Unless otherwise restricted by
the Certificate of Incorporation or these By-Laws, any action
required or permitted to be taken at any meeting of the Board of
Directors may be taken without a meeting, if all members of the
Board consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the Board.
Section 9. Telephonic Meetings. Unless otherwise restricted
by the Certificate of Incorporation or these By-Laws, members of
the Board of Directors may participate in a meeting of the Board
by means of conference telephone or similar communications
equipment by means of which all persons participating in such
meeting can hear each other, and participation in a meeting
pursuant to this Section 9 of Article IV shall constitute
presence in person at such meeting.
Section 10. Resignations. Any Director of the Corporation
may resign at any time by giving written notice to the Board of
Directors or to the Chairman of the Board, the President or the
Secretary of the Corporation. Any such resignation shall take
effect at the time specified therein, or, if the time be not
specified, upon receipt thereof; and unless otherwise specified
therein, acceptance of such resignation shall not be necessary to
make it effective.
ARTICLE V
Executive Committee and Other Committees
Section 1. Executive Committee. The Board of Directors may,
by resolution passed by a majority of the whole Board of
Directors, appoint an Executive Committee of not less than two or
more than five members, to serve during the pleasure of the Board
of Directors, to consist of the Chairman of the Board, and such
additional Director(s) as the Board of Directors may from time to
time designate. The Chairman of the Board of the Corporation
shall be Chairman of the Executive Committee.
Section 2. Procedure. The Executive Committee shall meet at
the call of the Chairman of the Executive Committee or of any two
members. A majority of the members shall be necessary to
constitute a quorum and action shall be taken by a majority vote
of those present.
Section 3. Powers and Reports. During the intervals between
the meetings of the Board of Directors, the Executive Committee
shall possess and may exercise, to the fullest extent permitted
by law, all the powers of the Board of Directors in the
management and direction of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it. The taking of action
by the Executive Committee shall be conclusive evidence that the
Board of Directors was not in session when such action was taken.
The Executive Committee shall keep regular minutes of its
proceedings and all action by the Executive Committee shall be
reported to the Board of Directors at its meeting next following
the meeting of the Executive Committee and shall be subject to
revision or alteration by the Board of Directors; provided, that
no rights of third parties shall be affected by such revision or
alteration.
Section 4. Other Committees. From time to time the Board of
Directors, by the affirmative vote of a majority of the whole
Board of Directors, may appoint other committees for any purpose
or purposes, and such committees shall have such powers as shall
be conferred by the resolution of appointment. In the absence or
disqualification of a member of any committee (including the
Executive Committee), the member or members thereof present at
any meeting and not disqualified from voting, whether or not he
or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in place
of any such absent or disqualified member.
ARTICLE VI
Officers
Section 1. Number, Election and Term of Office. The Board of
Directors may elect a Chairman of the Board, may elect a Chief
Executive Officer and shall elect a President, a Secretary, a
Treasurer, and in their discretion, one or more Vice Presidents.
The Chief Executive Officer or, if no Chief Executive Officer is
elected, the President shall, subject to the direction of the
Board of Directors, have direct charge of and general supervision
over the business and affairs of the Corporation. The officers
of the Corporation shall be elected annually by the Board of
Directors at its meeting held immediately after the annual
meeting of the stockholders (other than the initial officers
elected by unanimous consent of the initial Board of Directors),
and each shall hold his office until his successor shall have
been duly elected and qualified or until he shall have died or
resigned or shall have been removed by majority vote of the
entire Board of Directors. Any number of offices may be held by
the same person. The Board of Directors may from time to time
appoint such other officers and agents as the interest of the
Corporation may require and may fix their duties and terms of
office.
Section 2. Chairman of the Board. The Chairman of the Board
shall be a member of the Board of Directors. He shall preside at
all meetings of the Board of Directors, and shall have such other
duties as from time to time may be assigned to him by the Board
of Directors, by the Executive Committee or, if the President
shall have been designated chief executive officer of the
Corporation, by the President.
Section 3. President. The President shall perform all duties
incident to the office of a president of a corporation and such
other duties as from time to time may be assigned to him by the
Board of Directors or by the Executive Committee, or if the
Chairman of the Board shall have been designated chief executive
officer of the Corporation, by the Chairman of the Board. At any
time when the office of the Chairman of the Board shall be vacant
or if the Board of Directors shall not elect a Chairman of the
Board, the President of the Corporation shall be the chief
executive officer of the Corporation.
Section 4. Vice Presidents. Each Vice President shall have
such powers and shall perform such duties and from time to time
may be conferred upon or assigned to him by the Board of
Directors or as may be delegated to him by the Chairman of the
Board (if chief executive officer) or the President.
Section 5. Secretary. The Secretary shall keep the minutes
of all meetings of the stockholders and of the Board of Directors
in books provided for the purpose; shall see that all notices are
duly given in accordance with the provisions of the law and these
By-Laws; shall be custodian of the records and of the corporate
seal of the Corporation; shall see that the corporate seal is
affixed to all documents the execution of which under the seal is
duly authorized, and when the seal is so affixed may attest the
same; may sign, with the Chairman of the Board (if chief
executive officer), the President or a Vice President,
certificates of stock of the Corporation; and in general, shall
perform all duties incident to the office of a secretary of a
corporation, and such other duties as from time to time may be
assigned by the Chairman of the Board (if chief executive
officer), the President or the Board of Directors.
The Secretary shall also keep, or cause to be kept, a stock
book, containing the names, alphabetically arranged, of all
persons who are stockholders of the Corporation, showing their
places of residence, the number of shares held by them
respectively, and the time when they respectively became owners
thereof.
Section 6. Treasurer. The Treasurer shall have charge of and
be responsible for all funds, securities, receipts and
disbursements of the Corporation, and shall deposit, or cause to
be deposited, in the name of the Corporation, all moneys or other
valuable effects in such banks, trust companies or other
depositories as shall, from time to time, be selected by the
Board of Directors or by the Treasurer if so authorized by the
Board of Directors; may endorse for collection on behalf of the
Corporation, checks, notes and other obligations; may sign
receipts and vouchers for payments made to the Corporation;
singly or jointly with another person as the Board of Directors
may authorize, may sign checks on the Corporation and pay out and
dispose of the proceeds under the direction of the Board; shall
render or cause to be rendered to the Chairman of the Board (if
chief executive officer), the President and the Board of
Directors, whenever requested, an account of the financial
condition of the Corporation; may sign, with the Chairman of the
Board (if chief executive officer), the President or a Vice
President, certificates of stock of the Corporation; and in
general, shall perform all the duties incident to the office of a
treasurer of a corporation, and such other duties as from time to
time may be assigned by the Chairman of the Board (if chief
executive officer), the President or the Board of Directors.
Section 7. Subordinate Officers. The Board of Directors may
appoint such assistant secretaries, assistant treasurers and
other subordinate officers as it may deem desirable. Each such
officer shall hold office for such period, have such authority
and perform such duties as the Board of Directors may prescribe.
The Board of Directors may, from time to time, authorize the
chief executive officer to appoint and remove subordinate
officers and to prescribe the powers and duties thereof.
Section 8. Transfer of Duties. The Board of Directors in its
absolute discretion may transfer the power and duties, in whole
or in part, of any officer to any other officer, or persons,
notwithstanding the provisions of these By-Laws, except as
otherwise provided by the laws of the State of Delaware.
Section 9. Vacancies, Absences. If the office of Chairman of
the Board, President, Vice President, Secretary or Treasurer, or
of any other officer or agent becomes vacant for any reason, the
Board of Directors may, but is not required to, choose a
successor to hold office for the remainder of the unexpired term.
Except when the law requires the act of a particular officer, the
Board of Directors whenever necessary may, in the absence of any
officer, designate any other officer or properly qualified
employee, to perform the duties of the one absent for the time
being, and such designated officer or employee shall have, when
so acting, all the powers herein given to such absent officer.
Section 10. Removals. At any meeting of the Board of
Directors called for the purpose, any officer or agent of the
Corporation may be removed from office, with or without cause, by
the affirmative vote of a majority of the entire Board of
Directors.
Section 11. Resignations. Any officer or agent of the
Corporation may resign at any time by giving written notice to
the Board of Directors, the Chairman of the Board, the President
or the Secretary of the Corporation. Any such resignation shall
take effect at the time specified therein or, if the time is not
specified, upon receipt thereof; and unless otherwise specified
therein, acceptance of such resignation shall not be necessary to
make it effective.
Section 12. Compensation of Officers. The officers shall
receive such salary or compensation as may be determined by the
affirmative vote of the majority of the Board of Directors. No
officer shall be prevented from receiving such salary or
compensation by reason of the fact that he is also a Director of
the Corporation.
ARTICLE VII
Contracts, Checks and Notes
Unless the Board of Directors shall otherwise specifically
direct, all contracts, checks, drafts, bills of exchange and
promissory notes and other negotiable instruments of the Corpora
tion shall be executed in the name of the Corporation by the
Chairman of the Board, the President, a Vice President, Secretary
or Treasurer or any officer as may be designated by the Board of
Directors.
ARTICLE VIII
Capital Stock
Section 1. Certificates of Stock. The certificates for
shares of the stock of the Corporation shall be in such form, not
inconsistent with the Certificate of Incorporation, as shall be
prepared or approved by the Board of Directors. Every holder of
stock in the Corporation shall be entitled to have a certificate
signed by, or in the name of the Corporation, by the Chairman of
the Board (if chief executive officer), the President or a Vice
President, and by the Treasurer or the Secretary certifying the
number of shares owned by him and the date of issue; and no
certificate shall be valid unless so signed. All certificates
shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued.
All signatures on the certificate may be facsimile. In case
any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar before
such certificate is issued, it may be issued by the Corporation
with the same effect as if he were such officer, transfer agent
or registrar at the date of issue.
Section 2. Transfer of Stock. Upon surrender to the
Corporation or the transfer agent of the Corporation of a
certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, the
Corporation shall issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction
upon its books.
Section 3. Registered Stockholders. The Corporation shall be
entitled to treat the holder of record of any share or shares of
stock as the holder in fact thereof and, accordingly, shall not
be bound to recognize any equitable or other claim to, or
interest in, such share or shares on the part of any other
person, whether or not it shall have express or other notice
thereof, save as expressly provided by the laws of the State of
Delaware.
Section 4. Lost Certificates Any person claiming a
certificate of stock to be lost or destroyed shall make an
affidavit or affirmation of the fact and advertise the same in
such manner as the Board of Directors may require, and the Board
of Directors, in its discretion, may require the owner of the
lost or destroyed certificate, or his legal representative, to
give the Corporation a bond in a sum sufficient, in the opinion
of the Board of Directors, to indemnify the Corporation against
any claim that may be made against it on account of the alleged
loss of any such certificate. A new certificate of the same tenor
and for the same number of shares as the one alleged to be lost
or destroyed may be issued without requiring any bond when, in
the judgment of the Directors, it is proper so to do.
Section 5. Record Date In order that the Corporation may
determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting,
or to receive payment of any dividend or other distribution or
allotment of any rights, or to exercise any rights in respect of
any change, conversion or exchange of stock or for the purpose of
any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty (60)
nor less than ten (10) days before the date of such meeting, nor
more than sixty (60) days prior to any other action. A
determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.
ARTICLE IX
Dividends
Dividends upon the common stock of the Corporation may be
declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in
property, or in shares of the common stock of the Corporation,
subject to the provisions of the Certificate of Incorporation.
Before payment of any dividend, there may be set aside out
of any funds of the Corporation available for dividends such sums
as the Directors from time to time, in their absolute discretion,
think proper as a reserve or reserves to meet contingencies, or
for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for such other purpose as the
Directors shall think conducive to the interest of the
Corporation, and the Directors may modify or abolish any such
reserve in the manner in which it was created.
ARTICLE X
Waiver of Notice
Whenever any notice whatever is required to be given by
statute or under the provisions of the Certificate of
Incorporation or these By-Laws, a waiver thereof in writing
signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be equivalent
thereto, unless expressly provided otherwise in such statute,
Certificate of Incorporation or these By-Laws.
ARTICLE XI
Seal
The corporate seal of the Corporation shall have inscribed
thereon the name of the Corporation, the year of its organization
and the words "Corporate Seal, Delaware", or shall be in such
other form as the Board of Directors may prescribe.
ARTICLE XII
Fiscal Year
The fiscal year of the Corporation shall be the calendar
year.
ARTICLE XIII
Indemnification; Advancement of Expenses;
Insurance and Other Funding Arrangements
Section 1. Mandatory Indemnification - Third Party Actions.
The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding ("Action"), whether civil,
criminal, administrative or investigative (other than an Action
by or in the right of the Corporation) by reason of the fact that
he is or was a Director, officer or employee of the Corporation,
or is or was serving at the request of the Corporation as a
Director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonable incurred by
him in connection with such Action if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation, and, with respect to any
criminal Action, had no reasonable cause to believe his conduct
was unlawful. The termination of any Action by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interest
of the Corporation, and, with respect to any criminal Action, had
reasonable cause to believe that his conduct was unlawful. The
right to indemnification under this Section 1 of Article XIII
shall be a contract right that may be enforced in any lawful
manner by a person entitled to such Indemnification.
Section 2. Mandatory Indemnification - Derivative Actions.
The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed Action by or in the right of the Corporation to procure
a judgment in its favor by reason of the fact that he is or was a
Director, officer or employee of the Corporation, or is or was
serving at the request of the Corporation as a Director, officer,
or employee of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with
the defense or settlement of such Action if he acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation and except that
no indemnification under these By-Laws shall be made in respect
of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation, unless and only to
the extent that the Court of Chancery of the State of Delaware or
the court in which such Action was brought, shall determine upon
application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which the
Court of Chancery of the State of Delaware or such other court
shall deem proper. The right to indemnification under this
Section 2 of Article XIII shall be a contract right that may be
enforced in any lawful manner by a person entitled to such
indemnification.
Section 3. Mandatory Indemnification - Successful Party. To
the extent that a Director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in
defense of any Action referred to in Sections I or 2 of this
Article XIII, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection therewith. The right to indemnification under this
Section 3 of Article XIII shall be a contract right that may be
enforced in any lawful manner by a person entitled to such
indemnification.
Section 4. Permissive Indemnification. Except as otherwise
expressly provided in Section 2 of this Article XIII, the
Corporation may also indemnify any person who is or was a party
or is threatened to be made a party to any Action by reason of
the fact that he is or was a Director, officer, employee or agent
of the Corporation, or is or was serving at the request of the
Corporation as a Director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against all or part of any expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such
Action if it shall be determined in accordance with the
applicable procedures set forth in Section 5 that such person is
fairly and reasonably entitled to such indemnification.
Section 5. Procedure. Any indemnification under the
foregoing provisions of this Article XIII (unless ordered by a
court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the
Director, officer, employee or agent is proper in the
circumstances because he has met the applicable standards of
conduct set forth in Sections 1 or 2, or is entitled to
indemnification under Section 4, of this Article XIII. Such
determination shall be made (i) by the Board of Directors by a
majority vote of a quorum, as defined in the Certificate of
Incorporation or these By-Laws, consisting of Directors who are
not or were not parties to any pending or completed Action giving
rise to the proposed indemnification, or (ii) if such a quorum is
not obtainable or, even if obtainable, a quorum of disinterested
Directors so directs, by independent legal counsel in a written
opinion, or (iii) by the stockholders.
Section 6. Advance Payments. Expenses (including attorneys'
fees) incurred or reasonably expected to be incurred by a
Director or officer of the Corporation in defending any Action
referred to in Sections I or 2 of this Article XIII shall be paid
by the Corporation in advance of the final determination thereof
upon receipt by the Corporation of his written request therefor
and his written promise to repay such amount if it shall
ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized or required by this
Article XIII. The right of Directors and officers to advancement
of expenses under this Section 6 of Article XIII shall be a
contract right that may be enforced in any lawful manner by a
Director or officer of the Corporation. Such expenses incurred by
other employees and agents may be paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.
Section 7. Provisions Not Exclusive. The indemnification and
advancement of expenses provided by, or granted pursuant to, this
Article shall not be deemed exclusive of any other rights to
which any person seeking indemnification and advancement of
expenses, may be entitled under any law, by-law, agreement, vote
of stockholders or disinterested Directors or otherwise, both as
to action in his official capacity and as to action in another
capacity while holding such office, and shall continue as to a
person who has ceased to be a Director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
Section 8. Insurance. The Corporation may purchase and
maintain insurance on behalf of any person who is or was a
Director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a Director,
officer, employee, or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability
asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability
under the provisions of this Article XIII.
Section 9. Other Arrangements. The Corporation also may
obtain a letter of credit, act as a self-insurer, create a
reserve, trust, escrow, cash collateral or other fund or account,
enter into indemnification agreements, pledge or grant a security
interest in any assets or properties of the Corporation, or use
any other mechanism or arrangement whatsoever in such amounts, at
such costs, and upon such other terms and conditions as the Board
of Directors shall deem appropriate for the protection of any or
all such persons.
Section 10. Severability. If this Article XIII or any
portion hereof shall be invalidated on any ground by any court of
competent jurisdiction, then the Corporation shall nevertheless
indemnify each person as to whom the Corporation has agreed to
grant indemnity, as to liabilities and expenses, and amounts paid
or to be paid in settlement with respect to any proceeding,
including an action by or in the right of the Corporation, to the
full extent permitted by any applicable portion of this Article
XIII that shall not have been invalidated and to the full extent
permitted by applicable law.
Section 11. Miscellaneous. (a) For the purposes of this
Article XIII, references to "the Corporation" include all
constituent corporations absorbed in a consolidation or merger,
as well as the resulting or surviving corporation, so that any
person who is or was a Director, officer, employee or agent of
such a constituent corporation or is or was serving at the
request of such constituent corporation as a Director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same
position under the provisions of this Article XIII with respect
to the resulting or surviving corporation as he would if he had
served the resulting or surviving corporation in the same
capacity.
(b) For purposes of this Article XIII, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving
at the request of the Corporation" shall include any services as
a Director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such Director,
officer, employee or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted
in good faith in a manner he reasonably believed to be in the
interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to
in this Article XIII.
(c) The indemnification and advancement of expenses provided
by, or granted pursuant to, this Article Xlll shall, unless
otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a Director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
ARTICLE XIV
General Provisions
Section 1. The Chairman of the Board, the President, any
Vice President or the Treasurer of the Corporation may attend any
meeting of the holders of stock or other securities of any other
corporation, any of whose stock or other securities are held by
the Corporation, and cast the votes which the Corporation is
entitled to cast as a stockholder or otherwise at such meeting,
or may consent in writing to any action by any such corporation,
and may execute on behalf of the Corporation and under its
corporate seal, or otherwise, such written proxies, consents,
waivers or other instruments as he may deem necessary or
appropriate. Any of the foregoing acts or functions may also be
performed by any one or more of such persons as shall from time
to time be authorized by the Board of Directors or by a writing
executed by the chief executive officer of the Corporation.
Section 2. The moneys of the Corporation shall be deposited
in the name of the Corporation in such bank or banks or trust
company or trust companies as the Board of Directors shall from
time to time designate, and shall be drawn out only by signed
checks or by telephonic or other electronic advice given and
subsequently confirmed by means which the bank or trust company
may require, by persons designated in a resolution or resolutions
of the Board of Directors or by such other persons designated by
a writing executed by persons authorized to so designate in a
resolution or resolutions of the Board of Directors.
Section 3. Notices to Directors and stockholders shall be in
writing and delivered personally or mailed to the Directors or
stockholders at their addresses appearing on the books of the
Corporation. Notice by mail shall be deemed to be given at the
time when the same shall be mailed. Notice to Directors may also
be given by telegraph, and any such notice shall be deemed to be
given when delivered to an office of the transmitting company
with all charges prepaid.
Section 4. Alterations, amendments or repeals of these By-
Laws, or any of them, may be made by a majority of the
stockholders entitled to vote at any meeting thereof, if the
notice of such meeting contains a statement of the proposed
alteration, amendment or repeal, or by the Board of Directors by
a majority vote of the whole Board of Directors at any meeting
thereof, provided notice of such alteration, amendment or repeal
has been given to each Director in writing. No notice of any
alteration, amendment or repeal need be given if adopted by
action taken at a meeting duly held on waiver of notice.
Exhibit B-15(b)
BY-LAWS
OF
ENTERGY-RICHMOND POWER CORPORATION
EFFECTIVE OCTOBER 28, 1993
ARTICLE I
Offices
The registered office of the Corporation shall be in the
City of Wilmington, County of New Castle, State of Delaware. The
Corporation also may have offices at such other places, both
within and without the State of Delaware, as from time to time
may be designated by the Board of Directors.
ARTICLE II
Books
The books and records of the Corporation may be kept (except
as otherwise provided by the laws of the State of Delaware)
outside the State of Delaware and at such place or places as from
time to time may be designated by the Board of Directors.
ARTICLE III
Meetings of Stockholders
Section 1. Annual Meetings. Each annual meeting of the
stockholders shall be held (i) at a time fixed by the Board of
Directors, on the third Friday in May, if not a legal holiday;
(ii) if a legal holiday, then at the same time on the next
business day which is not a legal holiday; or (iii) at such date
and time during such calendar year as shall be stated in the
notice of the meeting or in a duly executed waiver of notice
thereof. The annual meeting of the stockholders shall be held at
the principal business office of the Corporation or at such other
place or places either within or without the State of Delaware as
may be designated by the Board of Directors and stated in the
notice of the meeting. At each such meeting, the stockholders
shall elect by a plurality vote a Board of Directors, and
transact such other business as may come before the meeting.
Written notice of the time and place designated for the
annual meeting of the stockholders of the Corporation shall be
delivered personally or mailed to each stockholder entitled to
vote thereat not less than ten (10) and not more than sixty (60)
days prior to said meeting, but at any meeting at which all
stockholders shall be present, or of which all stockholders not
present have waived notice in writing, the giving of notice as
above described may be dispensed with. If mailed, said notice
shall be directed to each stockholder at his address as the same
appears on the stock ledger of the Corporation unless he shall
have filed with the Secretary of the Corporation a written
request that notices intended for him be mailed to some other
address, in which case it shall be mailed to the address
designated in such request.
Section 2. Special Meetings. Special meetings of the
stockholders of the Corporation shall be held whenever called in
the manner required by the laws of the State of Delaware for
purposes as to which there are special statutory provisions, and
for such other purposes as required or permitted by the
Certificate of Incorporation or otherwise, whenever called by
resolution of the Board of Directors, or by the Chairman of the
Board, the President, or the holders of a majority of the issued
and outstanding shares of the common stock of the Corporation.
Any such special meeting of stockholders may be held at the
principal business office of the Corporation or at such other
place or places, either within or without the State of Delaware,
as may be specified in the notice thereof. Business transacted at
any special meeting of stockholders of the Corporation shall be
limited to the purposes stated in the notice thereof.
Except as otherwise expressly required by the laws of the
State of Delaware or the Certificate of Incorporation, written
notice of each special meeting, stating the day, hour and place,
and in general terms the business to be transacted thereat, shall
be delivered personally or mailed to each stockholder entitled to
vote thereat not less than ten (10) and not more than sixty (60)
days before the meeting. If mailed, said notice shall be directed
to each stockholder at his address as the same appears on the
stock ledger of the Corporation unless he shall have filed with
the Secretary of the Corporation a written request that notices
intended for him be mailed to some other address, in which case
it shall be mailed to the address designated in said request. At
any special meeting at which all stockholders shall be present,
or of which all stockholders not present have waived notice in
writing, the giving of notice as above described may be dispensed
with.
Section 3. Quorum. At any meeting of the stockholders of
the Corporation, except as otherwise expressly provided by the
laws of the State of Delaware or the Certificate of
Incorporation, there must be present, either in person or by
proxy, in order to constitute a quorum, stockholders owning a
majority of the issued and outstanding shares of the common stock
of the Corporation entitled to vote at said meeting. At any
meeting of stockholders at which a quorum is not present, the
holders of, or proxies for, a majority of the common stock which
is represented at such meeting, shall have power to adjourn the
meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present or represented.
At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been
transacted at the meeting as originally noticed. If the
adjournment is for more than thirty (30) days, or if after the
adjournment a new record date is fixed for the adjourned meeting,
a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
Section 4. Voting. Each holder of record of the common
stock of the Corporation shall, at every meeting of the
stockholders of the Corporation, be entitled to one (1) vote for
each share of common stock standing in his name on the books of
the Corporation, and such votes may be cast either in person or
by proxy, appointed by an instrument in writing, subscribed by
such stockholder or by his duly authorized attorney, and filed
with the Secretary before being voted on, but no proxy shall be
voted after three (3) years from its date, unless said proxy
provides for a longer period. Except as otherwise required by the
laws of the State of Delaware or the Certificate of
Incorporation, the holders of the common stock of the Corporation
shall exclusively possess all voting power for the election of
Directors and for all other purposes and are entitled to vote on
each matter to be voted on at a stockholders' meeting.
The vote on all elections of Directors and other questions
before the meeting need not be by ballot, except upon demand by
the holders of the majority of the shares of the common stock of
the Corporation present in person or by proxy.
When a quorum is present at any meeting of the stockholders
of the Corporation, the vote of the holders of a majority of the
shares of the common stock of the Corporation and present in
person or represented by proxy shall decide any question brought
before such meeting, unless the question is one upon which, under
any provision of the laws of the State of Delaware or of the
Certificate of Incorporation, a different vote is required, in
which case such provision shall govern and control the decision
of such question.
Whenever the vote of the holders of the common stock of the
Corporation at a meeting thereof is required or permitted to be
taken in connection with any corporate action by any provision of
the laws of the State of Delaware or of the Certificate of
Incorporation, such corporate action may be taken without a
meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by
the holders of outstanding common stock of the Corporation having
not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of
the taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders
who have not consented thereto in writing.
Section 5. List of Stockholders. The officer of the
Corporation who shall have charge of the stock ledger of the
Corporation shall prepare and make, at least ten (10) days before
every meeting of stockholders, a complete list of the
stockholders entitled to vote at said meeting, arranged in
alphabetical order and showing the address of each stockholder
and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during
ordinary business hours for a period of at least ten (10) days
prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list also shall be produced
and kept at the time and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is
present.
Section 6. Organization. The Chairman of the Board or the
President, or in their absence, any Vice President, shall call to
order meetings of the stockholders and shall act as chairman of
such meetings. The Board of Directors or the stockholders may
appoint any stockholder or any Director or officer of the
Corporation to act as chairman of any meeting in the absence of
the Chairman of the Board, the President and all of the Vice
Presidents.
The Secretary of the Corporation shall act as secretary of
all meetings of the stockholders, but in the absence of the
Secretary the presiding officer may appoint any other person to
act as secretary of any meeting.
ARTICLE IV
Directors
Section I . Powers. The business and affairs of the
Corporation shall be managed by the Board of Directors which may
exercise all such powers and do all such acts and things as may
be exercised or done by the Corporation; subject, nevertheless,
to the provisions of the laws of the State of Delaware, the
Certificate of Incorporation, and any By-Laws from time to time
passed by the stockholders; provided, however, that no By-Law so
created shall invalidate any prior act of the Directors which was
valid in the absence of such By-Law.
Section 2. Number of Directors. The number of Directors
which shall constitute the whole Board shall be not less than one
(1) nor more than ten (10). Within such limits, the number of
Directors may be fixed from time to time by vote of the
stockholders or of the Board of Directors at any regular or
special meeting. Directors need not be stockholders. Directors
shall be elected at the annual meeting of the stockholders of the
Corporation, except as herein provided, to serve until the next
annual meeting of stockholders and until their respective
successors are duly elected and have qualified.
Section 3. Vacancies. Vacancies occurring among the
Directors (other than in the case of removal of a Director) shall
be filled by a majority vote of the Directors then in office with
the consent of the holders of a majority of the issued and
outstanding common stock of the Corporation, or by the sole
remaining Director with the consent of the holders of a majority
of the issued and outstanding common stock of the Corporation, or
by resolution duly adopted by the holders of a majority of the
issued and outstanding common stock of the Corporation, at a
special meeting held for such purpose, or by action taken in lieu
of such meeting, or at the next annual meeting of stockholders
following any vacancy.
Section 4. Removal. At any meeting of stockholders of the
Corporation called for the purpose, the holders of a majority of
the issued and outstanding shares of the common stock of the
Corporation may remove from office, with or without cause, any or
all of the Directors and the successor of any Director so removed
shall be elected by the holders of a majority of the issued and
outstanding common stock of the Corporation at such meeting or at
a later meeting.
Section 5. Meetings. The first meeting of each newly elected
Board of Directors shall be held immediately following the annual
meeting of stockholders and at the same place at which regular
meetings of the Board of Directors are held, or at such other
time and place as may be provided by resolution of the Board of
Directors, and no notice of such meeting shall be necessary to
the newly elected Directors in order legally to constitute a
meeting, provided a quorum is present. In the event that such
first meeting of the newly elected Board of Directors is not held
at the time and place authorized by the foregoing provision, the
meeting may be held at such time and place as shall be specified
in a notice given as hereinafter provided for special meetings of
the Board of Directors, or as shall be specified in a written
waiver signed by all the Directors. Regular meetings of the Board
of Directors may be held without notice at such time and place,
either within or without the State of Delaware, as shall from
time to time be determined by resolutions of the Board of
Directors. Special meetings of the Board of Directors may be
called by the Chairman of the Board or by the President on
reasonable notice as provided in these By-Laws, and such meetings
shall be held at the principal business office of the Corporation
or at such other place or places, either within or without the
State of Delaware, as shall be specified in the notice thereof.
Section 6. Quorum. At all meetings of the Board of
Directors, the presence of a majority of the Directors
constituting the Board shall constitute a quorum for the
transaction of business. If a quorum shall not be present at any
meeting of the Board of Directors, the Directors present thereat,
by majority vote, may adjourn the meeting from time to time,
without notice other than an announcement at the meeting, until a
quorum shall be present. Except as may be otherwise specifically
provided by the laws of the State of Delaware, the Certificate of
Incorporation or these By-Laws, the affirmative vote of a
majority of the Directors present at the time of such vote shall
be the act of the Board of Directors if a quorum is present.
Section 7. Notice of Meetings. Notice of any meeting of the
Board of Directors requiring notice shall be given to each
Director by personal delivery or by mail or by telegram, in any
case at least forty-eight (48) hours before the time fixed for
the meeting. At any meeting at which all Directors shall be
present, or at which all Directors not present have waived notice
in writing, the giving of notice as above described may be
dispensed with. Attendance of a Director at a meeting shall
constitute waiver of notice of such meeting, except when such
Director attends such meeting for the express purpose of
objecting, at the beginning of such meeting, to the transaction
of any business because such meeting is not lawfully called or
convened.
Section 8. Action by Consent. Unless otherwise restricted by
the Certificate of Incorporation or these By-Laws, any action
required or permitted to be taken at any meeting of the Board of
Directors may be taken without a meeting, if all members of the
Board consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the Board.
Section 9. Telephonic Meetings. Unless otherwise restricted
by the Certificate of Incorporation or these By-Laws, members of
the Board of Directors may participate in a meeting of the Board
by means of conference telephone or similar communications
equipment by means of which all persons participating in such
meeting can hear each other, and participation in a meeting
pursuant to this Section 9 of Article IV shall constitute
presence in person at such meeting.
Section 10. Resignations. Any Director of the Corporation
may resign at any time by giving written notice to the Board of
Directors or to the Chairman of the Board, the President or the
Secretary of the Corporation. Any such resignation shall take
effect at the time specified therein, or, if the time be not
specified, upon receipt thereof; and unless otherwise specified
therein, acceptance of such resignation shall not be necessary to
make it effective.
ARTICLE V
Executive Committee and Other Committees
Section 1. Executive Committee. The Board of Directors may,
by resolution passed by a majority of the whole Board of
Directors, appoint an Executive Committee of not less than two or
more than five members, to serve during the pleasure of the Board
of Directors, to consist of the Chairman of the Board, and such
additional Director(s) as the Board of Directors may from time to
time designate. The Chairman of the Board of the Corporation
shall be Chairman of the Executive Committee.
Section 2. Procedure. The Executive Committee shall meet at
the call of the Chairman of the Executive Committee or of any two
members. A majority of the members shall be necessary to
constitute a quorum and action shall be taken by a majority vote
of those present.
Section 3. Powers and Reports. During the intervals between
the meetings of the Board of Directors, the Executive Committee
shall possess and may exercise, to the fullest extent permitted
by law, all the powers of the Board of Directors in the
management and direction of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it. The taking of action
by the Executive Committee shall be conclusive evidence that the
Board of Directors was not in session when such action was taken.
The Executive Committee shall keep regular minutes of its
proceedings and all action by the Executive Committee shall be
reported to the Board of Directors at its meeting next following
the meeting of the Executive Committee and shall be subject to
revision or alteration by the Board of Directors; provided, that
no rights of third parties shall be affected by such revision or
alteration.
Section 4. Other Committees. From time to time the Board of
Directors, by the affirmative vote of a majority of the whole
Board of Directors, may appoint other committees for any purpose
or purposes, and such committees shall have such powers as shall
be conferred by the resolution of appointment. In the absence or
disqualification of a member of any committee (including the
Executive Committee), the member or members thereof present at
any meeting and not disqualified from voting, whether or not he
or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in place
of any such absent or disqualified member.
ARTICLE VI
Officers
Section 1. Number, Election and Term of Office. The Board
of Directors may elect a Chairman of the Board, may elect a Chief
Executive Officer and shall elect a President, a Secretary, a
Treasurer, and in their discretion, one or more Vice Presidents.
The Chief Executive Officer or, if no Chief Executive Officer is
elected, the President shall, subject to the direction of the
Board of Directors, have direct charge of and general supervision
over the business and affairs of the Corporation. The officers
of the Corporation shall be elected annually by the Board of
Directors at its meeting held immediately after the annual
meeting of the stockholders (other than the initial officers
elected by unanimous consent of the initial Board of Directors),
and each shall hold his office until his successor shall have
been duly elected and qualified or until he shall have died or
resigned or shall have been removed by majority vote of the
entire Board of Directors. Any number of offices may be held by
the same person. The Board of Directors may from time to time
appoint such other officers and agents as the interest of the
Corporation may require and may fix their duties and terms of
office.
Section 2. Chairman of the Board. The Chairman of the Board
shall be a member of the Board of Directors. He shall preside at
all meetings of the Board of Directors, and shall have such other
duties as from time to time may be assigned to him by the Board
of Directors, by the Executive Committee or, if the President
shall have been designated chief executive officer of the
Corporation, by the President.
Section 3. President. The President shall perform all duties
incident to the office of a president of a corporation and such
other duties as from time to time may be assigned to him by the
Board of Directors or by the Executive Committee, or if the
Chairman of the Board shall have been designated chief executive
officer of the Corporation, by the Chairman of the Board. At any
time when the office of the Chairman of the Board shall be vacant
or if the Board of Directors shall not elect a Chairman of the
Board, the President of the Corporation shall be the chief
executive officer of the Corporation.
Section 4. Vice Presidents. Each Vice President shall have
such powers and shall perform such duties and from time to time
may be conferred upon or assigned to him by the Board of
Directors or as may be delegated to him by the Chairman of the
Board (if chief executive officer) or the President.
Section 5. Secretary. The Secretary shall keep the minutes
of all meetings of the stockholders and of the Board of Directors
in books provided for the purpose; shall see that all notices are
duly given in accordance with the provisions of the law and these
By-Laws; shall be custodian of the records and of the corporate
seal of the Corporation; shall see that the corporate seal is
affixed to all documents the execution of which under the seal is
duly authorized, and when the seal is so affixed may attest the
same; may sign, with the Chairman of the Board (if chief
executive officer), the President or a Vice President,
certificates of stock of the Corporation; and in general, shall
perform all duties incident to the office of a secretary of a
corporation, and such other duties as from time to time may be
assigned by the Chairman of the Board (if chief executive
officer), the President or the Board of Directors.
The Secretary shall also keep, or cause to be kept, a stock
book, containing the names, alphabetically arranged, of all
persons who are stockholders of the Corporation, showing their
places of residence, the number of shares held by them
respectively, and the time when they respectively became owners
thereof.
Section 6. Treasurer. The Treasurer shall have charge of and
be responsible for all funds, securities, receipts and
disbursements of the Corporation, and shall deposit, or cause to
be deposited, in the name of the Corporation, all moneys or other
valuable effects in such banks, trust companies or other
depositories as shall, from time to time, be selected by the
Board of Directors or by the Treasurer if so authorized by the
Board of Directors; may endorse for collection on behalf of the
Corporation, checks, notes and other obligations; may sign
receipts and vouchers for payments made to the Corporation;
singly or jointly with another person as the Board of Directors
may authorize, may sign checks on the Corporation and pay out and
dispose of the proceeds under the direction of the Board; shall
render or cause to be rendered to the Chairman of the Board (if
chief executive officer), the President and the Board of
Directors, whenever requested, an account of the financial
condition of the Corporation; may sign, with the Chairman of the
Board (if chief executive officer), the President or a Vice
President, certificates of stock of the Corporation; and in
general, shall perform all the duties incident to the office of a
treasurer of a corporation, and such other duties as from time to
time may be assigned by the Chairman of the Board (if chief
executive officer), the President or the Board of Directors.
Section 7. Subordinate Officers. The Board of Directors may
appoint such assistant secretaries, assistant treasurers and
other subordinate officers as it may deem desirable. Each such
officer shall hold office for such period, have such authority
and perform such duties as the Board of Directors may prescribe.
The Board of Directors may, from time to time, authorize the
chief executive officer to appoint and remove subordinate
officers and to prescribe the powers and duties thereof.
Section 8. Transfer of Duties. The Board of Directors in its
absolute discretion may transfer the power and duties, in whole
or in part, of any officer to any other officer, or persons,
notwithstanding the provisions of these By-Laws, except as
otherwise provided by the laws of the State of Delaware.
Section 9. Vacancies, Absences. If the office of Chairman of
the Board, President, Vice President, Secretary or Treasurer, or
of any other officer or agent becomes vacant for any reason, the
Board of Directors may, but is not required to, choose a
successor to hold office for the remainder of the unexpired term.
Except when the law requires the act of a particular officer, the
Board of Directors whenever necessary may, in the absence of any
officer, designate any other officer or properly qualified
employee, to perform the duties of the one absent for the time
being, and such designated officer or employee shall have, when
so acting, all the powers herein given to such absent officer.
Section 10. Removals. At any meeting of the Board of
Directors called for the purpose, any officer or agent of the
Corporation may be removed from office, with or without cause, by
the affirmative vote of a majority of the entire Board of
Directors.
Section 11. Resignations. Any officer or agent of the
Corporation may resign at any time by giving written notice to
the Board of Directors, the Chairman of the Board, the President
or the Secretary of the Corporation. Any such resignation shall
take effect at the time specified therein or, if the time is not
specified, upon receipt thereof; and unless otherwise specified
therein, acceptance of such resignation shall not be necessary to
make it effective.
Section 12. Compensation of Officers. The officers shall
receive such salary or compensation as may be determined by the
affirmative vote of the majority of the Board of Directors. No
officer shall be prevented from receiving such salary or
compensation by reason of the fact that he is also a Director of
the Corporation.
ARTICLE VII
Contracts. Checks and Notes
Unless the Board of Directors shall otherwise specifically
direct, all contracts, checks, drafts, bills of exchange and
promissory notes and other negotiable instruments of the Corpora
tion shall be executed in the name of the Corporation by the
Chairman of the Board, the President, a Vice President, Secretary
or Treasurer or any officer as may be designated by the Board of
Directors.
ARTICLE VIII
Capital Stock
Section 1. Certificates of Stock. The certificates for
shares of the stock of the Corporation shall be in such form, not
inconsistent with the Certificate of Incorporation, as shall be
prepared or approved by the Board of Directors. Every holder of
stock in the Corporation shall be entitled to have a certificate
signed by, or in the name of the Corporation, by the Chairman of
the Board (if chief executive officer), the President or a Vice
President, and by the Treasurer or the Secretary certifying the
number of shares owned by him and the date of issue; and no
certificate shall be valid unless so signed. All certificates
shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued.
All signatures on the certificate may be facsimile. In case
any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar before
such certificate is issued, it may be issued by the Corporation
with the same effect as if he were such officer, transfer agent
or registrar at the date of issue.
Section 2. Transfer of Stock. Upon surrender to the
Corporation or the transfer agent of the Corporation of a
certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, the
Corporation shall issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction
upon its books.
Section 3. Registered Stockholders. The Corporation shall
be entitled to treat the holder of record of any share or shares
of stock as the holder in fact thereof and, accordingly, shall
not be bound to recognize any equitable or other claim to, or
interest in, such share or shares on the part of any other
person, whether or not it shall have express or other notice
thereof, save as expressly provided by the laws of the State of
Delaware.
Section 4. Lost Certificates. Any person claiming a
certificate of stock to be lost or destroyed shall make an
affidavit or affirmation of the fact and advertise the same in
such manner as the Board of Directors may require, and the Board
of Directors, in its discretion, may require the owner of the
lost or destroyed certificate, or his legal representative, to
give the Corporation a bond in a sum sufficient, in the opinion
of the Board of Directors, to indemnify the Corporation against
any claim that may be made against it on account of the alleged
loss of any such certificate. A new certificate of the same tenor
and for the same number of shares as the one alleged to be lost
or destroyed may be issued without requiring any bond when, in
the judgment of the Directors, it is proper so to do.
Section 5. Record Date. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting,
or to receive payment of any dividend or other distribution or
allotment of any rights, or to exercise any rights in respect of
any change, conversion or exchange of stock or for the purpose of
any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty (60)
nor less than ten (10) days before the date of such meeting, nor
more than sixty (60) days prior to any other action. A
determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.
ARTICLE IX
Dividends
Dividends upon the common stock of the Corporation may be
declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in
property, or in shares of the common stock of the Corporation,
subject to the provisions of the Certificate of Incorporation.
Before payment of any dividend, there may be set aside out
of any funds of the Corporation available for dividends such sums
as the Directors from time to time, in their absolute discretion,
think proper as a reserve or reserves to meet contingencies, or
for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for such other purpose as the
Directors shall think conducive to the interest of the
Corporation, and the Directors may modify or abolish any such
reserve in the manner in which it was created.
ARTICLE X
Waiver of Notice
Whenever any notice whatever is required to be given by
statute or under the provisions of the Certificate of
Incorporation or these By-Laws, a waiver thereof in writing
signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be equivalent
thereto, unless expressly provided otherwise in such statute,
Certificate of Incorporation or these By-Laws.
ARTICLE Xl
Seal
The corporate seal of the Corporation shall have inscribed
thereon the name of the Corporation, the year of its organization
and the words "Corporate Seal, Delaware", or shall be in such
other form as the Board of Directors may prescribe.
ARTICLE XII
Fiscal Year
The fiscal year of the Corporation shall be the calendar
year.
ARTICLE XIII
Indemnification; Advancement of Expenses;
Insurance and Other Funding Arrangements
Section l. Mandatory Indemnification - Third Party Actions.
The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding ("Action"), whether civil,
criminal, administrative or investigative (other than an Action
by or in the right of the Corporation) by reason of the fact that
he is or was a Director, officer or employee of the Corporation,
or is or was serving at the request of the Corporation as a
Director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonable incurred by
him in connection with such Action if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation, and, with respect to any
criminal Action, had no reasonable cause to believe his conduct
was unlawful. The termination of any Action by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interest
of the Corporation, and, with respect to any criminal Action, had
reasonable cause to believe that his conduct was unlawful. The
right to indemnification under this Section 1 of Article XIII
shall be a contract right that may be enforced in any lawful
manner by a person entitled to such indemnification.
Section 2. Mandatory Indemnification - Derivative Actions.
The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed Action by or in the right of the Corporation to procure
a judgment in its favor by reason of the fact that he is or was a
Director, officer or employee of the Corporation, or is or was
serving at the request of the Corporation as a Director, officer,
or employee of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with
the defense or settlement of such Action if he acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation and except that
no indemnification under these By-Laws shall be made in respect
of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation, unless and only to
the extent that the Court of Chancery of the State of Delaware or
the court in which such Action was brought, shall determine upon
application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which the
Court of Chancery of the State of Delaware or such other court
shall deem proper. The right to indemnification under this
Section 2 of Article XIII shall be a contract right that may be
enforced in any lawful manner by a person entitled to such
indemnification.
Section 3. Mandatory Indemnification - Successful Party. To
the extent that a Director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in
defense of any Action referred to in Sections 1 or 2 of this
Article XIII, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection therewith. The right to indemnification under this
Section 3 of Article XIII shall be a contract right that may be
enforced in any lawful manner by a person entitled to such
indemnification.
Section 4. Permissive Indemnification. Except as otherwise
expressly provided in Section 2 of this Article Xlll, the
Corporation may also indemnify any person who is or was a party
or is threatened to be made a party to any Action by reason of
the fact that he is or was a Director, officer, employee or agent
of the Corporation, or is or was serving at the request of the
Corporation as a Director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against all or part of any expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such
Action if it shall be determined in accordance with the
applicable procedures set forth in Section 5 that such person is
fairly and reasonably entitled to such indemnification.
Section 5. Procedure. Any indemnification under the
foregoing provisions of this Article Xlll (unless ordered by a
court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the
Director, officer, employee or agent is proper in the
circumstances because he has met the applicable standards of
conduct set forth in Sections 1 or 2, or is entitled to
indemnification under Section 4, of this Article Xlll. Such
determination shall be made (i) by the Board of Directors by a
majority vote of a quorum, as defined in the Certificate of
Incorporation or these By-Laws, consisting of Directors who are
not or were not parties to any pending or completed Action giving
rise to the proposed indemnification, or (ii) if such a quorum is
not obtainable or, even if obtainable, a quorum of disinterested
Directors so directs, by independent legal counsel in a written
opinion, or (iii) by the stockholders.
Section 6. Advance Payments. Expenses (including attorneys'
fees) incurred or reasonably expected to be incurred by a
Director or officer of the Corporation in defending any Action
referred to in Sections I or 2 of this Article XIII shall be paid
by the Corporation in advance of the final determination thereof
upon receipt by the Corporation of his written request therefor
and his written promise to repay such amount if it shall
ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized or required by this
Article XIII. The right of Directors and officers to advancement
of expenses under this Section 6 of Article XIII shall be a
contract right that may be enforced in any lawful manner by a
Director or officer of the Corporation. Such expenses incurred by
other employees and agents may be paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.
Section 7. Provisions Not Exclusive. The indemnification and
advancement of expenses provided by, or granted pursuant to, this
Article shall not be deemed exclusive of any other rights to
which any person seeking indemnification and advancement of
expenses, may be entitled under any law, by-law, agreement, vote
of stockholders or disinterested Directors or otherwise, both as
to action in his official capacity and as to action in another
capacity while holding such office, and shall continue as to a
person who has ceased to be a Director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
Section 8. Insurance. The Corporation may purchase and
maintain insurance on behalf of any person who is or was a
Director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a Director,
officer, employee, or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability
asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability
under the provisions of this Article XIII.
Section 9. Other Arrangements. The Corporation also may
obtain a letter of credit, act as a self-insurer, create a
reserve, trust, escrow, cash collateral or other fund or account,
enter into indemnification agreements, pledge or grant a security
interest in any assets or properties of the Corporation, or use
any other mechanism or arrangement whatsoever in such amounts, at
such costs, and upon such other terms and conditions as the Board
of Directors shall deem appropriate for the protection of any or
all such persons.
Section 10. Severabilitv. If this Article XIII or any
portion hereof shall be invalidated on any ground by any court of
competent jurisdiction, then the Corporation shall nevertheless
indemnify each person as to whom the Corporation has agreed to
grant indemnity, as to liabilities and expenses, and amounts paid
or to be paid in settlement with respect to any proceeding,
including an action by or in the right of the Corporation, to the
full extent permitted by any applicable portion of this Article
XIII that shall not have been invalidated and to the full extent
permitted by applicable law.
Section 11. Miscellaneous. (a) For the purposes of this
Article XIII, references to "the Corporation" include all
constituent corporations absorbed in a consolidation or merger,
as well as the resulting or surviving corporation, so that any
person who is or was a Director, officer, employee or agent of
such a constituent corporation or is or was serving at the
request of such constituent corporation as a Director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same
position under the provisions of this Article XIII with respect
to the resulting or surviving corporation as he would if he had
served the resulting or surviving corporation in the same
capacity.
(b) For purposes of this Article XIII, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving
at the request of the Corporation" shall include any services as
a Director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such Director,
officer, employee or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted
in good faith in a manner he reasonably believed to be in the
interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to
in this Article Xlll.
(c) The indemnification and advancement of expenses provided
by, or granted pursuant to, this Article XIII shall, unless
otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a Director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
ARTICLE XIV
General Provisions
Section 1. The Chairman of the Board, the President, any
Vice President or the Treasurer of the Corporation may attend any
meeting of the holders of stock or other securities of any other
corporation, any of whose stock or other securities are held by
the Corporation, and cast the votes which the Corporation is
entitled to cast as a stockholder or otherwise at such meeting,
or may consent in writing to any action by any such corporation,
and may execute on behalf of the Corporation and under its
corporate seal, or otherwise, such written proxies, consents,
waivers or other instruments as he may deem necessary or
appropriate. Any of the foregoing acts or functions may also be
performed by any one or more of such persons as shall from time
to time be authorized by the Board of Directors or by a writing
executed by the chief executive officer of the Corporation.
Section 2. The moneys of the Corporation shall be deposited
in the name of the Corporation in such bank or banks or trust
company or trust companies as the Board of Directors shall from
time to time designate, and shall be drawn out only by signed
checks or by telephonic or other electronic advice given and
subsequently confirmed by means which the bank or trust company
may require, by persons designated in a resolution or resolutions
of the Board of Directors or by such other persons designated by
a writing executed by persons authorized to so designate in a
resolution or resolutions of the Board of Directors.
Section 3. Notices to Directors and stockholders shall be in
writing and delivered personally or mailed to the Directors or
stockholders at their addresses appearing on the books of the
Corporation. Notice by mail shall be deemed to be given at the
time when the same shall be mailed. Notice to Directors may also
be given by telegraph, and any such notice shall be deemed to be
given when delivered to an office of the transmitting company
with all charges prepaid.
Section 4. Alterations, amendments or repeals of these By-
Laws, or any of them, may be made by a majority of the
stockholders entitled to vote at any meeting thereof, if the
notice of such meeting contains a statement of the proposed
alteration, amendment or repeal, or by the Board of Directors by
a majority vote of the whole Board of Directors at any meeting
thereof, provided notice of such alteration, amendment or repeal
has been given to each Director in writing. No notice of any
alteration, amendment or repeal need be given if adopted by
action taken at a meeting duly held on waiver of notice.
Exhibit B-21(a)
CERTIFICATE OF INCORPORATION
OF
ENTERGY YACYRETA I, INC.
THE UNDERSIGNED, in order to form a corporation for the purposes
hereinafter stated, under and pursuant to the provisions of the
General Corporation Law of the State of Delaware does hereby
certify as follows:
FIRST: The name of the Corporation is Entergy Yacyreta I, Inc.
SECOND: The registered office of the Corporation is to be located
at 1209 Orange Street, in the City of Wilmington, in the County
of New Castle, in the State of Delaware. The name of its
registered agent at that address is The Corporation Trust
Company.
THIRD: The purpose of the Corporation is to engage in any lawful
act or activity for which a corporation may be organized under
the General Corporation Law of Delaware as presently in effect or
as may hereinafter be amended.
FOURTH: The total number of shares of capital stock which the
Corporation is authorized to issue is 1,000 shares of capital
stock having no par value per share and of one class; such class
is hereby designated as common stock.
FIFTH: No stockholder shall be entitled as a matter of right to
subscribe for, purchase or receive any shares of the stock or any
rights or options of the Corporation which it may issue or sell,
whether out of the number of shares authorized by this
Certificate of Incorporation or by amendment thereof or out of
the shares of the stock of the Corporation acquired by it after
the issuance thereof, nor shall any stockholder be entitled as a
matter of right to purchase or subscribe for or receive any
bonds, debentures or other obligations which the Corporation may
issue or sell that shall be convertible into or exchangeable for
stock or to which shall be attached or appertain any warrant to
warrants or other instrument or instruments that shall confer
upon the holder or owner of such obligation the right to
subscribe for or purchase from the Corporation any share of its
capital stock, but all such additional issues of stock, rights,
options, or of bonds, debentures or other obligations convertible
into or exchangeable for stock or to which warrants shall be
attached or appertain or which shall confer upon the holder the
right to subscribe for or purchase any shares of stock may be
issued and disposed of by the Board of Directors to such persons
and upon such terms as in their absolute discretion they may deem
advisable, subject only to such limitations as may be imposed in
this Certificate of Incorporation or in any amendment thereto.
SIXTH: An annual meeting of stockholders shall be held for the
election of Directors and the transaction of such other business
as may properly come before said meeting. Special meetings of the
stockholders of the Corporation shall be held whenever called in
the manner required by the laws of the State of Delaware or for
purposes as to which there are special statutory provisions, and
for other purposes whenever called by resolution of the Board of
Directors, or by the Chairman of the Board, the President, or the
holders of a majority of the issued and outstanding shares of the
common stock of the Corporation. Except as otherwise provided
herein, any such annual or special meeting of stockholders shall
be held on a date and at a time and place as may be designated by
or in the manner provided in the By-Laws.
SEVENTH: The name and mailing address of the Incorporator is
James M. Saxton, 2000 First Commercial Building, 400 West Capitol
Avenue, Little Rock, Arkansas 72201.
EIGHTH: The number of Directors which shall constitute the whole
Board shall be not less than one (1) nor more than ten (10).
Within such limits, the number of Directors shall be fixed and
may be altered from time to time, as provided in the By-Laws.
Election of Directors need not be by ballot unless the By-Laws so
provide. Directors need not be stockholders. Directors shall be
elected at the annual meeting of the stockholders of the
Corporation, except as herein provided, to serve until the next
annual meeting of stockholders and until their respective
successors are duly elected and have qualified. Vacancies
occurring among the Directors (other than in the case of removal
of a Director) shall be filled by a majority vote of the
Directors then in office with the consent of the holders of a
majority of the issued and outstanding common stock of the
Corporation, or by the sole remaining Director with the consent
of the holders of a majority of the issued and outstanding common
stock of the Corporation, or by resolution duly adopted by the
holders of a majority of the issued and outstanding common stock
of the Corporation, at a special meeting held for such purpose,
or by action taken in lieu of such meeting, or at the next annual
meeting of stockholders following any vacancy. At any meeting of
stockholders of the Corporation called for the purpose, the
holders of a majority of the issued and outstanding shares of the
common stock of the Corporation may remove from office, with or
without cause, any or all of the Directors and the successor of
any Director so removed shall be elected by the holders of a
majority of the issued and outstanding common stock of the
Corporation at such meeting or at a later meeting.
NINTH: All corporate powers shall be exercised by the Board of
Directors of the Corporation except as otherwise provided by law
or by this Certificate of Incorporation or by any By-Laws from
time to time passed by the stockholders (provided, however, that
no By-Law so created shall invalidate any prior act of the
Directors which was valid in the absence of such By-Law). In
furtherance and not in limitation of the powers conferred by law,
the Board of Directors is expressly authorized (a) to make,
alter, amend, and repeal the By-Laws of the Corporation, subject
to the power of the stockholders, to alter, amend or repeal such
By-Laws, (b) to authorize and cause to be executed mortgages and
liens upon all or any part of the property of the Corporation;
(c) to determine the use and disposition of any surplus or net
profits; and (d) to fix the times for the declaration and payment
of dividends.
TENTH: Directors, as such, shall not receive any stated salary
for their services, but, by resolution of the Board of Directors,
a fixed sum and expenses of attendance, if any, may be allowed
for attendance at each regular, special or committee meeting of
the Board; provided that nothing herein contained shall be
construed to preclude any Director from serving the Corporation
in any other capacity and receiving compensation therefor.
ELEVENTH: When and as authorized by the affirmative vote of the
holders of a majority of the common stock of the Corporation,
issued and outstanding, given at a stockholders' meeting duly
called for that purpose, or when authorized by the written
consent of the holders of a majority of the common stock of the
Corporation issued and outstanding, the Board of Directors may
cause the Corporation to sell, lease or exchange all or
substantially all, of its property and assets, including its good
will and its corporate franchises, upon such terms and conditions
and for such consideration, which may be whole or in part shares
of stock in, and/or other securities of, any other corporation or
corporations, as the Board of Directors shall deem expedient and
for the best interests of the Corporation.
TWELFTH: The Board of Directors may not cause the Corporation to
merge or consolidate with or into any other corporation or
corporations, unless such merger or consolidation shall have been
authorized by the affirmative vote of the holders of a majority
of the common stock of the Corporation, issued and outstanding,
given at a stockholders' meeting called for that purpose, or
authorized by the written consent of the holders of a majority of
the common stock of the Corporation issued and outstanding.
THIRTEENTH: To the fullest permitted by the laws of the State of
Delaware, or any other applicable law presently or hereafter in
affect, a Director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for or with
respect to any acts or omissions in the performance of his
duties.
Any repeal or modifications of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any
right or protection of a Director of the Corporation existing at
the time of such repeal or modification.
FOURTEENTH: If after the date of adoption of this Certificate of
Incorporation any provision of this Certificate of Incorporation
is invalidated on any grounds by any court of competent
jurisdiction, then only such provision shall be deemed
inoperative and null and void and the remainder of this
Certificate of Incorporation shall not be affected thereby.
FIFTEENTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of
Incorporation in the manner now or hereafter prescribed by law,
and all rights and powers conferred herein on stockholders,
Directors and officers are subject to this reserved power.
IN WITNESS WHEREOF, I have hereunto set my hand this 1st day of,
August, 1994.
Incorporator:
James M. Saxton
2000 First Commercial Bldg.
400 W. Capitol Ave.
Little Rock, Arkansas 72201
In the presence of:
Exhibit B-21(b)
BY-LAWS
OF
Entergy Yacyreta, Inc.
ARTICLE I
Offices
The registered office of the Corporation shall be in the
City of Wilmington, County of New Castle, State of Delaware. The
Corporation also may have offices at such other places, both
within and without the State of Delaware, as from time to time may
be designated by the Board of Directors.
ARTICLE II
Books
The books and records of the Corporation may be kept
(except as otherwise provided by the laws of the State of
Delaware) outside the State of Delaware and at such place or
places as from time to time may be designated by the Board of
Directors.
ARTICLE III
Meetings of Stockholders
Section 1. Annual Meetings. Each annual meeting of the
stockholders shall be held (i) at a time fixed by the Board of
Directors, on the third Friday in May, if not a legal holiday;
(ii) if a legal holiday, then at the same time on the next
business day which is not a legal holiday; or (iii) at such date
and time during such calendar year as shall be stated in the
notice of the meeting or in a duly executed waiver of notice
thereof. The annual meeting of the stockholders shall be held at
the principal business office of the Corporation or at such other
place or places either within or without the State of Delaware as
may be designated by the Board of Directors and stated in the
notice of the meeting. At each such meeting, the stockholders
shall elect by a plurality vote a Board of Directors, and transact
such other business as may come before the meeting.
Written notice of the time and place designated for the
annual meeting of the stockholders of the Corporation shall be
delivered personally or mailed to each stockholder entitled to
vote thereat not less than ten (10) and not more than sixty (60)
days prior to said meeting, but at any meeting at which all
stockholders shall be present, or of which all stockholders not
present have waived notice in writing, the giving of notice as
above described may be dispensed with. If mailed, said notice
shall be directed to each stockholder at his address as the same
appears on the stock ledger of the Corporation unless he shall
have filed with the Secretary of the Corporation a written request
that notices intended for him be mailed to some other address, in
which case it shall be mailed to the address designated in such
request.
Section 2. Special Meetings. Special meetings of the
stockholders of the Corporation shall be held whenever called in
the manner required by the laws of the State of Delaware for
purposes as to which there are special statutory provisions, and
for such other purposes as required or permitted by the
Certificate of Incorporation or otherwise, whenever called by
resolution of the Board of Directors, or by the Chairman of the
Board, the President, or the holders of a majority of the issued
and outstanding shares of the common stock of the Corporation.
Any such special meeting of stockholders may be held at the
principal business office of the Corporation or at such other
place or places, either within or without the State of Delaware,
as may be specified in the notice thereof. Business transacted at
any special meeting of stockholders of the Corporation shall be
limited to the purposes stated in the notice thereof. Except as
otherwise expressly required by the laws of the State of Delaware
or the Certificate of Incorporation, written notice of each
special meeting, stating the day, hour and place, and in
general terms the business to be transacted thereat, shall be
delivered personally or mailed to each stockholder entitled to
vote thereat not less than ten (10) and not more than sixty (60)
days before the meeting. If mailed, said notice shall be directed
to each stockholder at his address as the same appears on the
stock ledger of the Corporation unless he shall have filed with
the Secretary of the Corporation a written request that notices
intended for him be mailed to some other address, in which case it
shall be mailed to the address designated in said request. At any
special meeting at which all stockholders shall be present, or of
which all stockholders not present have waived notice in writing,
the giving of notice as above described may be dispensed with.
Section 3. Quorum. At any meeting of the stockholders
of the Corporation, except as otherwise expressly provided by the
laws of the State of Delaware or the Certificate of Incorporation,
there must be present, either in person or by proxy, in order to
constitute a quorum, stockholders owning a majority of the issued
and outstanding shares of the common stock of the Corporation
entitled to vote at said meeting. At any meeting of stockholders
at which a quorum is not present, the holders of, or proxies for,
a majority of the common stock which is represented at such
meeting, shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until
a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the
meeting as originally noticed. If the adjournment is for more
than thirty (30) days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to
vote at the meeting.
Section 4. Voting. Each holder of record of the common
stock of the Corporation shall, at every meeting of the
stockholders of the Corporation, be entitled to one (1) vote for
each share of common stock standing in his name on the books of
the Corporation, and such votes may be cast either in person or by
proxy, appointed by an instrument in writing, subscribed by such
stockholder or by his duly authorized attorney, and filed with the
Secretary before being voted on, but no proxy shall be voted after
three (3) years from its date, unless said proxy provides for a
longer period. Except as otherwise required by the laws of the
State of Delaware or the Certificate of Incorporation, the holders
of the common stock of the Corporation shall exclusively possess
all voting power for the election of Directors and for all other
purposes and are entitled to vote on each matter to be voted on at
a stockholders' meeting.
The vote on all elections of Directors and other
questions before the meeting need not be by ballot, except upon
demand by the holders of the majority of the shares of the common
stock of the Corporation present in person or by proxy.
When a quorum is present at any meeting of the
stockholders of the Corporation, the vote of the holders of a
majority of the shares of the common stock of the Corporation and
present in person or represented by proxy shall decide any
question brought before such meeting, unless the question is one
upon which, under any provision of the laws of the State of
Delaware or of the Certificate of Incorporation, a different vote
is required, in which case such provision shall govern and control
the decision of such question.
Whenever the vote of the holders of the common stock of
the Corporation at a meeting thereof is required or permitted to
be taken in connection with any corporate action by any provision
of the laws of the State of Delaware or of the Certificate of
Incorporation, such corporate action may be taken without a
meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the
holders of outstanding common stock of the Corporation having not
less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of
the taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who
have not consented thereto in writing.
Section 5. List of Stockholders. The officer of the
Corporation who shall have charge of the stock ledger of the
Corporation shall prepare and make, at least ten (10) days before
every meeting of stockholders, a complete list of the stockholders
entitled to vote at said meeting, arranged in alphabetical order
and showing the address of each stockholder and the number of
shares registered in the name of each stockholder. Such list
shall be open to the examination of any stockholder, for any
purpose germane to the meeting, during ordinary business hours for
a period of at least ten (10) days prior to the meeting, either at
a place within the city where the meeting is to be held, which
place shall be specified in the notice of the meeting, or, if not
so specified, at the place where the meeting is to be held. The
list also shall be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any
stockholder who is present.
Section 6. Organization. The Chairman of the Board or
the President, or in their absence, any Vice President, shall call
to order meetings of the stockholders and shall act as chairman of
such meetings. The Board of Directors or the stockholders may
appoint any stockholder or any Director or officer of the
Corporation to act as chairman of any meeting in the absence of
the Chairman of the Board, the President and all of the Vice
Presidents.
The Secretary of the Corporation shall act as secretary
of all meetings of the stockholders, but in the absence of the
Secretary the presiding officer may appoint any other person to
act as secretary of any meeting.
ARTICLE IV
Directors
Section 1. Powers. The business and affairs of the
Corporation shall be managed by the Board of Directors which may
exercise all such powers and do all such acts and things as may be
exercised or done by the Corporation; subject, nevertheless, to
the provisions of the laws of the State of Delaware, the
Certificate of Incorporation, and any By-Laws from time to time
passed by the stockholders; provided, however, that no By-Law so
created shall invalidate any prior act of the Directors which was
valid in the absence of such By-Law.
Section 2. Number of Directors. The number of Directors
which shall constitute the whole Board shall be not less than one
(1) nor more than ten (10). Within such limits, the number of
Directors may be fixed from time to time by vote of the
stockholders or of the Board of Directors at any regular or
special meeting. Directors need not be stockholders. Directors
shall be elected at the annual meeting of the stockholders of the
Corporation, except as herein provided, to serve until the next
annual meeting of stockholders and until their respective
successors are duly elected and have qualified.
Section 3. Vacancies. Vacancies occurring among the
Directors (other than in the case of removal of a Director) shall
be filled by a majority vote of the Directors then in office with
the consent of the holders of a majority of the issued and
outstanding common stock of the Corporation, or by the sole
remaining Director with the consent of the holders of a majority
of the issued and outstanding common stock of the Corporation, or
by resolution duly adopted by the holders of a majority of the
issued and outstanding common stock of the Corporation, at a
special meeting held for such purpose, or by action taken in lieu
of such meeting, or at the next annual meeting of stockholders
following any vacancy.
Section 4. Removal. At any meeting of stockholders of
the Corporation called for the purpose, the holders of a majority
of the issued and outstanding shares of the common stock of the
Corporation may remove from office, with or without cause, any or
all of the Directors and the successor of any Director so removed
shall be elected by the holders of a majority of the issued and
outstanding common stock of the Corporation at such meeting or at
a later meeting.
Section 5. Meetings. The first meeting of each newly
elected Board of Directors shall be held immediately following the
annual meeting of stockholders and at the same place at which
regular meetings of the Board of Directors are held, or at such
other time and place as may be provided by resolution of the Board
of Directors, and no notice of such meeting shall be necessary to
the newly elected Directors in order legally to constitute a
meeting, provided a quorum is present. In the event that such
first meeting of the newly elected Board of Directors is not held
at the time and place authorized by the foregoing provision, the
meeting may be held at such time and place as shall be specified
in a notice given as hereinafter provided for special meetings of
the Board of Directors, or as shall be specified in a written
waiver signed by all the Directors. Regular meetings of the Board
of Directors may be held without notice at such time and place,
either within or without the State of Delaware, as shall from time
to time be determined by resolutions of the Board of Directors.
Special meetings of the Board of Directors may be called by the
Chairman of the Board or by the President on reasonable notice as
provided in these By-Laws, and such meetings shall be held at the
principal business office of the Corporation or at such other
place or places, either within or without the State of Delaware,
as shall be specified in the notice thereof. Directors present
thereat, by majority vote, may adjourn the meeting from time to
time, without notice other than an announcement at the meeting,
until a quorum shall be present. Except as may be otherwise
specifically provided by the laws of the State of Delaware, the
Certificate of Incorporation or these By-Laws, the affirmative
vote of a majority of the Directors present at the time of such
vote shall be the act of the Board of Directors if a quorum is
present.
Section 6. Notice of Meetings. Notice of any meeting of
the Board of Directors requiring notice shall be given to each
Director by personal delivery or by mail or by telegram, in any
case at least forty-eight (48) hours before the time fixed for the
meeting. At any meeting at which all Directors shall be present,
or at which all Directors not present have waived notice in
writing, the giving of notice as above described may be dispensed
with. Attendance of a Director at a meeting shall constitute
waiver of notice of such meeting, except when such Director
attends such meeting for the express purpose of objecting, at the
beginning of such meeting, to the transaction of any business
because such meeting is not lawfully called or convened.
Section 7. Action by Consent. Unless otherwise
restricted by the Certificate of Incorporation or these By-Laws,
any action required or permitted to be taken at any meeting of the
Board of Directors may be taken without a meeting, if all members
of the Board consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board.
Section 8. Telephonic Meetings. Unless otherwise
restricted by the Certificate of Incorporation or these By-Laws,
members of the Board of Directors may participate in a meeting of
the Board by means of conference telephone or similar
communications equipment by means of which all persons
participating in such meeting can hear each other, and
participation in a meeting pursuant to this Section 8 of Article
IV shall constitute presence in person at such meeting.
Section 9. Resignations. Any Director of the
Corporation may resign at any time by giving written notice to the
Board of Directors or to the Chairman of the Board, the President
or the Secretary of the Corporation. Any such resignation shall
take effect at the time specified therein, or, if the time be not
specified, upon receipt thereof; and unless otherwise specified
therein, acceptance of such resignation shall not be necessary to
make it effective.
ARTICLE V
Executive Committee and Other Committees
Section 1. Executive Committee. The Board of Directors
may, by resolution passed by a majority of the whole Board of
Directors, appoint an Executive Committee of not less than two or
more than five members, to serve during the pleasure of the Board
of Directors, to consist of the Chairman of the Board, and such
additional Director(s) as the Board of Directors may from time to
time designate. The Chairman of the Board of the Corporation
shall be Chairman of the Executive Committee.
Section 2. Procedure. The Executive Committee shall
meet at the call of the Chairman of the Executive Committee or of
any two members. A majority of the members shall be necessary to
constitute a quorum and action shall be taken by a majority vote
of those present.
Section 3. Powers and Reports. During the intervals
between the meetings of the Board of Directors, the Executive
Committee shall possess and may exercise, to the fullest extent
permitted by law, all the powers of the Board of Directors in the
management and direction of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it. The taking of action
by the Executive Committee shall be conclusive evidence that the
Board of Directors was not in session when such action was taken.
The Executive Committee shall keep regular minutes of its
proceedings and all action by the Executive Committee shall be
reported to the Board of Directors at its meeting next following
the meeting of the Executive Committee and shall be subject to
revision or alteration by the Board of Directors; provided, that
no rights of third parties shall be affected by such revision or
alteration.
Section 4. Other Committees. From time to time the
Board of Directors, by the affirmative vote of a majority of the
whole Board of Directors, may appoint other committees for any
purpose or purposes, and such committees shall have such powers as
shall be conferred by the resolution of appointment. In the
absence or disqualification of a member of any committee
(including the Executive Committee), the member or members thereof
present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in
place of any such absent or disqualified member.
ARTICLE VI
Officers
Section 1. Number, Election and Term of Office. The
Board of Directors may elect a Chairman of the Board, a Chief
Executive Officer, and/or a Chief Operating Officer, and shall
elect a President, a Secretary, a Treasurer, and in their
discretion, one or more Vice Presidents. The Chief Executive
Officer or, if no Chief Executive Officer is elected, the
President, subject to the direction of the Board of Directors,
shall have direct charge of and general supervision over the
business and affairs of the Corporation. The officers of the
Corporation shall be elected annually by the Board of Directors at
its meeting held immediately after the annual meeting of the
stockholders (other than the initial officers elected by unanimous
consent of the initial Board of Directors), and each shall hold
his office until his successor shall have been duly elected and
qualified or until he shall have died or resigned or shall have
been removed by majority vote of the entire Board of Directors.
Any number of offices may be held by the same person. The Board
of Directors may from time to time appoint such other officers and
agents as the interest of the Corporation may require and may fix
their duties and terms of office.
Section 2. Chairman of the Board. The Chairman of the
Board shall be a member of the Board of Directors. He shall
preside at all meetings of the Board of Directors, and shall have
such other duties as from time to time may be assigned to him by
the Board of Directors, by the Executive Committee or, if the
President shall have been designated chief executive officer of
the Corporation, by the President.
Section 3. President. The President shall perform all
duties incident to the office of a president of a corporation and
such other duties as from time to time may be assigned to him by
the Board of Directors or by the Executive Committee, or if the
Chairman of the Board shall have been designated chief executive
officer of the Corporation, by the Chairman of the Board. At any
time when the office of the Chairman of the Board shall be vacant
or if the Board of Directors shall not elect a Chairman of the
Board, the President of the Corporation shall be the chief
executive officer of the Corporation.
Section 4. Vice Presidents. Each Vice President shall
have such powers and shall perform such duties and from time to
time may be conferred upon or assigned to him by the Board of
Directors or as may be delegated to him by the Chairman of the
Board (if chief executive officer) or the President.
Section 5. Secretary. The Secretary shall keep the
minutes of all meetings of the stockholders and of the Board of
Directors in books provided for the purpose; shall see that all
notices are duly given in accordance with the provisions of the
law and these By-Laws; shall be custodian of the records and of
the corporate seal of the Corporation; shall see that the
corporate seal is affixed to all documents the execution of which
under the seal is duly authorized, and when the seal is so affixed
may attest the same; may sign, with the Chairman of the Board (if
chief executive officer), the President or a Vice President,
certificates of stock of the Corporation; and in general, shall
perform all duties incident to the office of a secretary of a
corporation, and such other duties as from time to time may be
assigned by the Chairman of the Board (if chief executive
officer), the President or the Board of Directors.
The Secretary shall also keep, or cause to be kept, a
stock book, containing the names, alphabetically arranged, of all
persons who are stockholders of the Corporation, showing their
places of residence, the number of shares held by them
respectively, and the time when they respectively became owners
thereof.
Section 6. Treasurer. The Treasurer shall have charge
of and be responsible for all funds, securities, receipts and
disbursements of the Corporation, and shall deposit, or cause to
be deposited, in the name of the Corporation, all moneys or other
valuable effects in such banks, trust companies or other
depositories as shall, from time to time, be selected by the Board
of Directors or by the Treasurer if so authorized by the Board of
Directors; may endorse for collection on behalf of the
Corporation, checks, notes and other obligations; may sign
receipts and vouchers for payments made to the Corporation; singly
or jointly with another person as the Board of Directors may
authorize, may sign checks on the Corporation and pay out and
dispose of the proceeds under the direction of the Board; shall
render or cause to be rendered to the Chairman of the Board (if
chief executive officer), the President and the Board of
Directors, whenever requested, an account of the financial
condition of the Corporation; may sign, with the Chairman of the
Board (if chief executive officer), the President or a Vice
President, certificates of stock of the Corporation; and in
general, shall perform all the duties incident to the office of a
treasurer of a corporation, and such other duties as from time to
time may be assigned by the Chairman of the Board (if chief
executive officer), the President or the Board of Directors.
Section 7. Subordinate Officers. The Board of Directors
may appoint such assistant secretaries, assistant treasurers and
other subordinate officers as it may deem desirable. Each such
officer shall hold office for such period, have such authority and
perform such duties as the Board of Directors may prescribe. The
Board of Directors may, from time to time, authorize the chief
executive officer to appoint and remove subordinate officers and
to prescribe the powers and duties thereof.
Section 8. Transfer of Duties. The Board of Directors
in its absolute discretion may transfer the power and duties, in
whole or in part, of any officer to any other officer, or persons,
notwithstanding the provisions of these By-Laws, except as
otherwise provided by the laws of the State of Delaware.
Section 9. Vacancies, Absences. If the office of
Chairman of the Board, President, Vice President, Secretary or
Treasurer, or of any other officer or agent becomes vacant for any
reason, the Board of Directors may, but is not required to, choose
a successor to hold office for the remainder of the unexpired
term. Except when the law requires the act of a particular
officer, the Board of Directors whenever necessary may, in the
absence of any officer, designate any other officer or properly
qualified employee, to perform the duties of the one absent for
the time being, and such designated officer or employee shall
have, when so acting, all the powers herein given to such absent
officer.
Section 10. Removals. At any meeting of the Board of
Directors called for the purpose, any officer or agent of the
Corporation may be removed from office, with or without cause, by
the affirmative vote of a majority of the entire Board of
Directors.
Section 11. Resignations. Any officer or agent of the
Corporation may resign at any time by giving written notice to the
Board of Directors, the Chairman of the Board, the President or
the Secretary of the Corporation. Any such resignation shall take
effect at the time specified therein or, if the time is not
specified, upon receipt thereof; and unless otherwise specified
therein, acceptance of such resignation shall not be necessary to
make it effective.
Section 12. Compensation of Officers. The officers
shall receive such salary or compensation as may be determined by
the affirmative vote of the majority of the Board of Directors.
No officer shall be prevented from receiving such salary or
compensation by reason of the fact that he is also a Director of
the Corporation.
ARTICLE VII
Contracts, Checks and Notes
Unless the Board of Directors shall otherwise
specifically direct, all contracts, checks, drafts, bills of
exchange and promissory notes and other negotiable instruments of
the Corporation shall be executed in the name of the Corporation
by the Chairman of the Board, the President, a Vice President,
Secretary or Treasurer or any officer as may be designated by the
Board of Directors.
ARTICLE VIII
Capital Stock
Section 1. Certificates of Stock. The certificates for
shares of the stock of the Corporation shall be in such form, not
inconsistent with the Certificate of Incorporation, as shall be
prepared or approved by the Board of Directors. Every holder of
stock in the Corporation shall be entitled to have a certificate
signed by, or in the name of the Corporation, by the Chairman of
the Board (if chief executive officer), the President or a Vice
President, and by the Treasurer or the Secretary certifying the
number of shares owned by him and the date of issue; and no
certificate shall be valid unless so signed. All certificates
shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued.
All signatures on the certificate may be facsimile. In
case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent or registrar before
such certificate is issued, it may be issued by the Corporation
with the same effect as if he were such officer, transfer agent or
registrar at the date of issue.
Section 2. Transfer of Stock. Upon surrender to the
Corporation or the transfer agent of the Corporation of a
certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, the
Corporation shall issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction
upon its books.
Section 3. Registered Stockholders. The Corporation
shall be entitled to treat the holder of record of any share or
shares of stock as the holder in fact thereof and, accordingly,
shall not be bound to recognize any equitable or other claim to,
or interest in, such share or shares on the part of any other
person, whether or not it shall have express or other notice
thereof, save as expressly provided by the laws of the State of
Delaware.
Section 4. Lost Certificates Any person claiming a
certificate of stock to be lost or destroyed shall make an
affidavit or affirmation of the fact and advertise the same in
such manner as the Board of Directors may require, and the Board
of Directors, in its discretion, may require the owner of the lost
or destroyed certificate, or his legal representative, to give the
Corporation a bond in a sum sufficient, in the opinion of the
Board of Directors, to indemnify the Corporation against any claim
that may be made against it on account of the alleged loss of any
such certificate. A new certificate of the same tenor and for the
same number of shares as the one alleged to be lost or destroyed
may be issued without requiring any bond when, in the judgment of
the Directors, it is proper so to do.
Section 5. Record Date. In order that the Corporation
may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting,
or to receive payment of any dividend or other distribution or
allotment of any rights, or to exercise any rights in respect of
any change, conversion or exchange of stock or for the purpose of
any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty (60)
nor less than ten (10) days before the date of such meeting, nor
more than sixty (60) days prior to any other action. A
determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.
ARTICLE IX
Dividends
Dividends upon the common stock of the Corporation may be
declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in
property, or in shares of the common stock of the Corporation,
subject to the provisions of the Certificate of Incorporation.
Before payment of any dividend, there may be set aside
out of any funds of the Corporation available for dividends such
sums as the Directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Corporation, or for such other
purpose as the Directors shall think conducive to the interest of
the Corporation, and the Directors may modify or abolish any such
reserve in the manner in which it was created.
ARTICLE X
Waiver of Notice
Whenever any notice whatever is required to be given by
statute or under the provisions of the Certificate of
Incorporation or these By-Laws, a waiver thereof in writing signed
by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be equivalent thereto,
unless expressly provided otherwise in such statute, Certificate
of Incorporation or these By-Laws.
ARTICLE XI
Seal
The corporate seal of the Corporation shall have
inscribed thereon the name of the Corporation, the year of
its organization and the words "Corporate Seal, Delaware", or
shall be in such other form as the Board of Directors may
prescribe.
ARTICLE XII
Fiscal Year
The fiscal year of the Corporation shall be the calendar
year.
ARTICLE XIII
Indemnification; Advancement of Expenses;
Insurance and Other Funding Arrangments
Section 1. Mandatory Indemnification - Third Party
Actions. The Corporation shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding ("Action"),
whether civil, criminal, administrative or investigative (other
than an Action by or in the right of the Corporation) by reason of
the fact that he is or was a Director, officer or employee of the
Corporation, or is or was serving at the request of the
Corporation as a Director, officer or employee of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonable incurred by him in connection with such Action if he
acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the Corporation, and,
with respect to any criminal Action, had no reasonable cause to
believe his conduct was unlawful. The termination of any Action
by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the
best interest of the Corporation, and, with respect to any
criminal Action, had reasonable cause to believe that his conduct
was unlawful. The right to indemnification under this Section 1
of Article XIII shall be a contract right that may be enforced in
any lawful manner by a person entitied to such indemnification.
Section 2. Mandatory Indemnification - Derivative
Actions. The Corporation shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened,
pending or completed Action by or in the right of the Corporation
to procure a judgment in its favor by reason of the fact that he
is or was a Director, officer or employee of the Corporation, or
is or was serving at the request of the Corporation as a Director,
officer, or employee of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such Action if he
acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the Corporation and
except that no indemnification under these By-Laws shall be made
in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the Corporation, unless
and only to the extent that the Court of Chancery of the State of
Delaware or the court in which such Action was brought, shall
determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery of the State of Delaware or
such other court shall deem proper. The right to indemnification
under this Section 2 of Article XII shall be a contract right that
may be enforced in any lawful manner by a person entitled to such
indemnification.
Section 3. Mandatory Indemnification - Successful Party.
To the extent that a Director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in
defense of any Action referred to in Sections I or 2 of this
Article XIII, or in defense of any claim, issue or matter therein,
he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection
therewith. The right to indemnification under this Section 3 of
Article XIII shall be a contract right that may be enforced in any
lawful manner by a person entitled to such indemnification.
Section 4. Permissive Indemnification. Except as
otherwise expressly provided in Section 2 of this Article XIII,
the Corporation may also indemnify any person who is or was a
party or is threatened to be made a party to any Action by reason
of the fact that he is or was a Director, officer, employee or
agent of the Corporation, or is or was serving at the request of
the Corporation as a Director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against all or part of any expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such
Action if it shall be determined in accordance with the applicable
procedures set forth in Section 5 that such person is fairly and
reasonably entitled to such indemnification.
Section 5. Procedure. Any indemnification under the
foregoing provisions of this Article XIII (unless ordered by a
court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the
Director, officer, employee or agent is proper in the
circumstances because he has met the applicable standards of
conduct set forth in Sections 1 or 2, or is entitled to
indemnification under Section 4, of this Article XIII. Such
determination shall be made (i) by the Board of Directors by a
majority vote of a quorum, as defined in the Certificate of
Incorporation or these By-Laws, consisting of Directors who are
not or were not parties to any pending or completed Action giving
rise to the proposed indemnification, or (ii) if such a quorum is
not obtainable or, even if obtainable, a quorum of disinterested
Directors so directs, by independent legal counsel in a written
opinion, or (iii) by the stockholders.
Section 6. Advance Payments. Expenses (including
attorneys' fees) incurred or reasonably expected to be incurred by
a Director or officer of the Corporation in defending any Action
referred to in Sections 1 or 2 of this Article XIII shall be paid
by the Corporation in advance of the final determination thereof
upon receipt by the Corporation of his written request therefor
and his written promise to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified
by the Corporation as authorized or required by this Article XIII.
The right of Directors and officers to advancement of expenses
under this Section 6 of Article XIII shall be a contract right
that may be enforced in any lawful manner by a Director or officer
of the Corporation. Such expenses incurred by other employees and
agents may be paid upon such terms and conditions, if any, as the
Board of Directors deems appropriate.
Section 7. Provisions Not Exclusive. The
indemnification and advancement of expenses provided by, or
granted pursuant to, this Article shall not be deemed exclusive of
any other rights to which any person seeking indemnification and
advancement of expenses, may be entitled under any law, by-law,
agreement, vote of stockholders or disinterested Directors or
otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a Director, officer,
employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
Section 8. Insurance. The Corporation may purchase and
maintain insurance on behalf of any person who is or was a
Director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a Director,
officer, employee, or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability
asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under
the provisions of this Article XIII.
Section 9. Other Arrangements. The Corporation also may
obtain a letter of credit, act as a self-insurer, create a
reserve, trust, escrow, cash collateral or other fund or account,
enter into indemnification agreements, pledge or grant a security
interest in any assets or properties of the Corporation, or use
any other mechanism or arrangement whatsoever in such amounts, at
such costs, and upon such other terms and conditions as the Board
of Directors shall deem appropriate for the protection of any or
all such persons.
Section 10. Severability. If this Article XIII or any
portion hereof shall be invalidated on any ground by any court of
competent jurisdiction, then the Corporation shall nevertheless
indemnify each person as to whom the Corporation has agreed to
grant indemnity, as to liabilities and expenses, and amounts paid
or to be paid in settlement with respect to any proceeding,
including an action by or in the right of the Corporation, to the
full extent permitted by any applicable portion of this Article
XIII that shall not have been invalidated and to the full extent
permitted by applicable law.
Section 11. Miscellaneous. (a) For the purposes of this
Article XIII, references to "the Corporation" include all
constituent corporations absorbed in a consolidation or merger, as
well as the resulting or surviving corporation, so that any person
who is or was a Director, officer, employee or agent of such a
constituent corporation or is or was serving at the request of
such constituent corporation as a Director, officer, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise, shall stand in the same position under the
provisions of this Article XIII with respect to the resulting or
surviving corporation as he would if he had served the resulting
or surviving corporation in the same capacity.
(b) For purposes of this Article XIII, references to
"other enterprises" shall include employee benefit plans;
references to "fines' shall include any excise taxes assessed on a
person with respect to any employee benefit plan; and references
to "serving at the request of the Corporation" shall include any
services as a Director, officer, employee or agent of the
Corporation which imposes duties on, or involves services by, such
Director, officer, employee or agent with respect to an employee
benefit plan, its participants or beneficiaries; and a person who
acted in good faith in a manner he reasonably believed to be in
the interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to
in this Article XIII.
(c) The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article XIII shall,
unless otherwise provided when authorized or ratified, continue as
to a person who has ceased to be a Director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
ARTICLE XIV
General Provisions
Section 1. The Chairman of the Board, the President, any
Vice President or the Treasurer of the Corporation may attend any
meeting of the holders of stock or other securities of any other
corporation, any of whose stock or other securities are held by
the Corporation, and cast the votes which the Corporation is
entitled to cast as a stockholder or otherwise at such meeting, or
may consent in writing to any action by any such corporation, and
may execute on behalf of the Corporation and under its corporate
seal, or otherwise, such written proxies, consents, waivers or
other instruments as he may deem necessary or appropriate. Any of
the foregoing acts or functions may also be performed by any one
or more of such persons as shall from time to time be authorized
by the Board of Directors or by a writing executed by the chief
executive officer of the Corporation.
Section 2. The moneys of the Corporation shall be
deposited in the name of the Corporation in such bank or banks or
trust company or trust companies as the Board of Directors shall
from time to time designate, and shall be drawn out only by signed
checks or by telephonic or other electronic advice given and
subsequently confirmed by means which the bank or trust company
may require, by persons designated in a resolution or resolutions
of the Board of Directors or by such other persons designated by a
writing executed by persons authorized to so designate in a
resolution or resolutions of the Board of Directors.
Section 3. Notices to Directors and stockholders shall
be in writing and delivered personally or mailed to the Directors
or stockholders at their addresses appearing on the books of the
Corporation. Notice by mail shall be deemed to be given at the
time when the same shall be mailed. Notice to Directors may also
be given by telegraph, and any such notice shall be deemed to be
given when delivered to an office of the transmitting company with
all charges prepaid.
Section 4. Alterations, amendments or repeals of these
By-Laws, or any of them, may be made by a majority of the
stockholders entitled to vote at any meeting thereof, if the
notice of such meeting contains a statement of the proposed
alteration, amendment or repeal, or by the Board of Directors by a
majority vote of the whole Board of Directors at any meeting
thereof, provided notice of such alteration, amendment or repeal
has been given to each Director in writing. No notice of any
alteration, amendment or repeal need be given if adopted by action
taken at a meeting duly held on waiver of notice.
Exhibit B-22(a)
The Companies Law
Exempted Company Limited by Shares
Articles of Association
of
Entergy Argentina S.A. LTD.
PRELIMINARY
1. The articles contained in Table `A' of the Companies Law
(Revised) shall not apply to the Company and the following
regulations shall comprise the Articles of Association of the
Company.
INTERPRETATION
2. In these regulations:
"articles" means the articles of association of the Company
as originally hereby framed, or as altered by special
resolution;
"board of directors" means the Company's management body
provided for in the Law and these articles.
"Company" means the above named Company;
"directors" means the persons for the time being occupying
the position of directors or any of them;
"dividend" includes bonus;
"holder" means, in relation to registered shares, the member
whose name is entered in the register of members as the
holder of those shares or, in the case of shares issued in
bearer form, the holder for the time being of the
certificates representing the same;
"Law" means the Companies Law (Revised) of the Cayman Islands
including any statutory modification or re-enactment thereof;
"manager" means any person appointed by the board of
directors to act as the Company's manager;
"month" means calendar month;
"paid-up" means paid-up and/or credited as paid up;
"register" means the register of members required to be kept
by Section 39 of the Law;
"registered office" means the registered office for the time
being of the Company;
"seal" means the common seal of the Company or any facsimile
thereof;
"secretary" means the secretary of the Company or any person
appointed to perform the duties of the secretary of the
Company, including an assistant secretary;
"special resolution" has the meaning assigned to it in
Section 59 of the Law;
Expressions referring to writing shall, unless the contrary
intention appears, be construed as including references to
printing, lithography, photography, and other modes of
reproducing words in a visible form.
Unless the context otherwise requires, words or expressions
contained in these articles shall bear the same meaning as in the
Law or any statutory modification thereof in force at the date of
adoption of these articles.
Words importing the singular only shall include the plural and
vice versa, words importing the masculine gender shall include
the feminine gender and words importing natural persons shall
include also corporations. The headings in these articles are for
convenience only and shall be ignored in construing the language
or meaning of the articles .
COMMENCEMENT OF BUSINESS
3. The business of the Company may be commenced as soon after
incorporation as the board of directors or the subscribers
to the Memorandum of Association shall see fit,
notwithstanding that part only of the shares may have been
allotted.
SHARES
4. The shares in the capital of the Company for the time being,
and from time to time, unissued shall be under the control
of the board of directors, and may be allotted or disposed
of in such manner, to such persons and on such terms as the
board of directors in their absolute discretion may think
fit.
5. Subject to the provisions, if any, in that behalf in the
Memorandum of Association, or the Law, and without prejudice
to any rights previously conferred on the holders of
existing shares, any share or fraction of a share in the
Company's share capital may be issued with such preferred,
deferred, other special rights, or restrictions, whether in
regard to dividend, voting, return of share capital or
otherwise, as the board of directors may from time to time
by resolution determine, and any share may be issued by the
directors on the terms that it is, or at the option of the
directors is liable, to be redeemed or purchased by the
Company whether out of capital in whole or in part or
otherwise.
6. Subject to the provisions of the Law and to any agreements
which the Company may have made with respect to any shares
of its capital, the Company may purchase, redeem, receive,
take or otherwise acquire, sell, lend, exchange, transfer or
otherwise dispose of, pledge, use or otherwise deal in and
with its own shares upon such terms and in such manner,
including, notwithstanding the generality thereof by
installment, in whole, or in part, or otherwise as the board
of directors shall from time to time determine. The Company
may issue fractional shares. Any fractional share issued by
the Company shall be subject to and shall carry the
corresponding fraction of liabilities (whether with respect
to nominal or par value, premium, contribution, calls or
otherwise), limitations, preferences, privileges,
qualifications, restrictions, rights and attributes of a
whole issued share of the same class of shares.
7. If at any time the share capital is divided into different
classes of shares, unless otherwise provided by the terms of
issue of the shares, the rights attached to such class may
be varied, including in any manner so as to adversely affect
the holders of the shares of such class, with the consent in
writing of all of the holders of the issued shares of that
class, or with the sanction of a special resolution passed
at a separate general meeting of the holders of the shares
of the class. The provisions of these articles relating to
general meetings shall, mutatis mutandis apply to every such
separate general meeting, but so that the necessary quorum
shall be two persons together at least holding or
representing by proxy one-third of the issued shares of that
class and that any holder of shares of the class present in
person or by proxy may demand a poll.
8. Every person whose name is entered as a member in the
register of members shall without payment, be entitled to a
certificate under the seal of the Company specifying the
share or shares held by him and the amount paid up thereon,
provided that in respect of a share or shares held jointly
by several persons the Company shall not be bound to issue
more that one certificate, and delivery of a certificate for
a share to one of several joint shareholders shall be
sufficient delivery to all.
9. If a share certificate is defaced, lost or destroyed it may
be renewed on payment of such fee, if any, not exceeding US$
10.00 and on such terms if any, as to evidence and
obligations to indemnify the Company as the Company's board
of directors may determine.
REDEMPTION AND PURCHASE OF OWN SHARES
10. A share which is liable to be redeemed may be redeemed by
either the Company or the holder giving to the other not
less that thirty days notice in writing of the intention to
redeem such shares specifying the date of such redemption.
11. Notwithstanding the foregoing the Company shall not be
obligated to redeem if the board of directors determines in
its absolute discretion that it would not be reasonably
practicable for the Company to do so.
12. The amount payable on each share redeemed shall be the
amount determined by the board of directors as being the
fair value thereof as between a willing buyer and a willing
seller.
13. Any share in respect of which notice of redemption has been
given shall not be entitled to participate in the profits of
the Company in respect of the period after the date
specified as the date of redemption in the notice of
redemption.
14. Where the Company has agreed to purchase any share from a
member, it shall give notice to all others members of the
Company specifying the number and class of shares proposed
to be purchased, the name and address of the seller, the
price to be paid therefor and the portion (if any) of that
price which is to be paid out of capital. Such notice shall
also specify a date (being not less that thirty days after
the date of the notice) on which the purchase is to be
effected and shall invite members (other than the seller) to
intimate any objections to the proposed purchase to the
Company before that date. If no objections have been
received before the date specified in the notice the Company
shall be entitled to proceed with the purchase upon the
terms specified therein. If any objection is received prior
to the specified date, the board of directors may either
decline to proceed with the purchase or convene a general
meeting of the Company to consider and if thought fit,
approve the terms of the proposed purchase.
15. The redemption or purchase of a share shall not be deemed to
give rise to the redemption or purchase of any other share.
16. At the date specified in the notice of redemption or
purchase, the holder of the shares being redeemed or
purchased shall be bound to deliver up to the Company at its
registered office the certificate thereof for cancellation
and thereupon the Company shall pay to him the redemption or
purchase consideration in respect thereof.
17. The board of directors may when making payments in respect
of redemption or purchase of shares in accordance with the
provisions of this regulation, if not prohibited by the
terms of issue of the shares being redeemed or purchased or
with the agreement of the holder of such shares, make such
payment either in cash or in specie, in whole or in part, by
installment or otherwise as the board of directors shall
from time to time determine.
LIEN
18. The Company shall have a lien on every share for all moneys
(whether presently payable or not) called or payable at a
fixed time in respect of that share, and the Company shall
also have a lien on all shares standing registered in the
name of a single person for all moneys presently payable by
him or his estate to the Company; but the board of directors
may at any time declare any share to be wholly or in part
exempt from the provisions of this regulation. The Company's
lien, if any, on a share shall extend to all dividends
payable thereon.
19. The Company may sell, in such manner as the board of
directors think fit, any shares on which the Company has a
lien, but no sale shall be made unless some sum In respect
of which the lien exists is presently payable nor until the
expiration of fourteen days after a notice in writing
demanding payment of such part of the amount in respect of
which the lien exists as is presently payable has been given
to the holder for the time being of the share, or the first
named person where the share is held jointly, or the persons
entitled thereto by reason of the holders death or
bankruptcy.
20. For giving effect to any such sale, the board of directors
may authorize such person to transfer the shares sold to the
purchaser thereof. The purchaser shall be registered as the
holder of the shares comprised in any such transfer and he
shall not be bound to see to the application of the purchase
money, nor shall his title to the shares be affected by any
irregularity or invalidity in the proceedings in reference
to the sale.
21. The proceeds of the sale shall be received by the Company
and applied in payment of such part of the amount in respect
of which the lien exists as is presently payable, and the
residue shall (subject to a like lien for sums not presently
payable as existed upon the shares prior to the sale) be
paid to the person entitled to the shares at the date of the
sale.
CALLS ON SHARES
22. The board of directors may from time to time make calls upon
the members in respect of any moneys unpaid on their shares
and each member shall (subject to receiving at least
fourteen days' notice specifying the time or times of
payment) pay to the Company at the time or times so
specified the amount called on his shares.
23. The joint holders of a share shall be jointly and severally
liable to pay calls in respect thereof .
24. If a sum called in respect of a share is not paid before or
on the day appointed for payment thereof, the person from
whom the sum is due shall pay interest upon the sum at the
rate equal to the London Inter Bank Offering Rate from the
day appointed for the payment thereof to the time of the
actual payment, but the board of directors shall be at
liberty to waive payment of the interest wholly or in part.
25. The provisions of these articles as to the liability of
joint holders and as to the payment of interest shall apply
in the case of non-payment of any sum which, by the terms of
issue of a share, becomes payable at a fixed time, whether
on account of the amount of the share, or by way of premium,
as if the same had become payable by virtue of a call duly
made and notified.
26. The board of directors may make arrangements on the issue of
shares for a difference between the holders in the amount of
calls to be paid and in the times of payment.
27. The board of directors may, if they think fit, receive from
any member willing to advance the same, all, or any part of
the moneys uncalled and unpaid upon any shares held by him;
and upon all or any of the moneys so advanced may (until the
same would, but for such advance, become presently payable)
pay interest at such rate (not exceeding, without the
sanction of the Company by resolution of its members, six
percent per annum) as may be agreed upon between the member
paying the sum in advance and the board of directors.
TRANSFER AND TRANSMISSION OF SHARES
28. The instrument of transfer of any share or fraction of a
share shall be executed by or on behalf of the transferor
and, if so required by the board of directors, shall also be
executed by or on behalf of the transferee, and the name of
the transferee shall, subject to any provisions herein to
the contrary, be entered in the register of members in
respect thereof.
29. Shares shall be transferred in the following form, or in any
other form approved by the board of directors:
of in consideration of the sum of paid to me by
of (hereinafter called "the transferee") do hereby
transfer to the transferee the share (or shares) numbered
in the undertaking called the to hold unto the
said transferee, subject to the several conditions on which
I hold the same; and 1, the said transferee, do hereby agree
to take the said share (or shares) subject to the conditions
aforesaid. As witness our hand the _ day of 19 _ Witness to
the signatures
30. The board of directors may decline to register any transfer
of shares to a person of whom they do not approve, and may
also decline to register any transfer of shares on which the
Company has a lien. The board of directors may also suspend
the registration of transfers during the fourteen days
immediately preceding a general meeting of the Company or of
a meeting of the holders of a class of shares.
Notwithstanding anything to the contrary herein, the board
of directors may decline to recognize any transfer, and such
transfer will not be effective, unless the instrument of
transfer is accompanied by a certificate of the shares to
which it relates, and such other evidence as the board of
directors may reasonably require to show the right of the
transferor to make the transfer. If the board of directors
refuse to register a transfer of any shares they shall,
within two months after the date on which the transfer was
lodged with the Company, send to the transferee notice of
the refusal.
31. The legal personal representative of a deceased sole holder
of a share shall be the only person recognized by the
Company as having any title to the share. In the case of a
share registered in the names of two or more holders, the
survivor or survivors, or the legal personal representatives
of the deceased survivor, shall be the only persons
recognized by the Company as having any title to the share.
32. A person entitled to a share in consequence of the death or
bankruptcy of a member shall upon such evidence being
produced as may from time to time be properly required by
the board of directors, have the right either to be
registered as a member in respect of the share, or instead
of being registered himself, to make such transfer of the
share as the deceased or bankrupt person could have made;
but the board of directors shall, in either case, have the
same right to decline or suspend registration as they would
have had in the case of a transfer of the share by the
deceased or bankrupt person before the death or bankruptcy.
33. A person becoming entitled to a share by reason of the death
or bankruptcy of the member shall be entitled to the same
dividends and other advantages to which he would be entitled
if he were the holder, except that he shall not, before
being registered as a member in respect of the share, be
entitled in respect of it to exercise any right conferred by
membership in relation to meetings of the Company.
FORFEITURE OF SHARES
34. If a member fails to pay any call or installment of a call
on the day appointed for payment thereof, the board of
directors may, at any time thereafter during such time as
any part of such call or installment remains unpaid, serve a
notice on him requiring payment of so much of the call or
installment as remains unpaid, together with any interest
which may have accrued.
35. The notice shall name a further day (not earlier than the
expiration of fourteen days from the date of the notice) on
or before which the payment required by the notice is to be
made, and shall state that in the event of non-payment, at
or before the time appointed, the shares in respect of which
the call was made will be liable to be forfeited .
36. A forfeited share may be sold or otherwise disposed of on
such terms and in such manner as the board of directors
think fit, and at any time before the sale or disposition
the forfeiture may be cancelled on such terms as the board
of directors think fit.
37. A person whose shares have been forfeited shall cease to be
a member in respect of the forfeited shares, but shall
remain liable to pay to the Company all moneys which at the
date of forfeiture were payable by him to the Company in
respect of the shares, but his liability shall cease if and
when the Company receives payment in full of the nominal
amount of the shares. and any premium due in respect of
their issue.
38. A declaration in writing that the declarant is a director of
the Company, and that a share in the Company has been duly
forfeited on a date stated in the declaration, shall be
conclusive evidence of the facts therein stated as against
all persons claiming to be entitled to the share. The
Company may receive the consideration, if any, given for the
share on any sale or disposition thereof and may execute a
transfer of the share in favour of the person to whom the
share is sold or disposed of and he shall thereupon be
registered as the holder of the share, and shall not be
bound to see to the application of the purchase money, if
any, nor shall his title to the share be affected by any
irregularity or invalidity in the proceedings in reference
to the forfeiture, sale or disposal of the share.
39. The provisions of these articles as to forfeiture shall
apply in the case of non-payment of any sum which by the
terms of issue of a share becomes payable at a fixed time,
whether on account of the nominal amount of the share, or by
way of premium, as if the same had been payable by virtue of
a call duly made and notified.
ALTERATION OF CAPITAL
40. The Company may from time to time by ordinary resolution of
its members increase the authorized share capital by such
sum, to be divided into shares or fractions of a share of
such amount. as the resolution shall prescribe.
41. The new shares shall be subject to the same provisions with
reference to the payment of call, lien, transfer,
transmission, forfeiture and otherwise as the shares in the
original share capital.
42. The Company may by ordinary resolution of its members:
(a) consolidate and divide all or any of its share capital
into shares of larger amount than its existing shares;
(b) sub-divide its existing shares, or any of them, into
shares of smaller amount than is fixed by the
Memorandum of Association;
(c) cancel any shares which, at the date of the passing of
the resolution, have not been taken or agreed to be
taken by any person.
43. The Company may by special resolution reduce its share
capital and any capital redemption reserve fund in any
manner and with and subject to any incident authorized and
consent required by Law.
GENERAL MEETINGS
44. The board of directors may, whenever they think fit convene
a general meeting.
45. General meetings shall also be convened on the written
requisition, duly signed, of any holder or holders of not
less than ten percent of the issued voting shares deposited
at the registered office of the Company specifying the
objects of the meeting. If the board of directors do not
within twenty-one days from the date of the deposit of the
requisition proceed to convene the meeting, the
requisitionist(s) may convene the general meeting in the
same manner, as nearly as possible, as that in which
meetings may be convened by the board of directors, and all
reasonable expenses incurred shall be borne by the Company.
46. If at any time there are no directors of the Company any
holder or holders of not less than ten percent of the issued
voting shares may convene a general meeting in the same
manner, as nearly as possible, as that in which meetings may
be convened by the board of directors, and all reasonable
expenses incurred shall be borne by the Company.
NOTICE OF GENERAL MEETINGS
47. Notice of any general meeting shall be given at least seven
days before such meeting is scheduled to take place
(exclusive of the day on which the notice is served or
deemed to be served, but inclusive of the day for which
notice is given). Such notice shall specify the place, the
day and the hour of the meeting and, in the case of special
business, the general nature of that business and shall be
given in the manner hereinafter provided, or in such other
manner (if any) as may be prescribed by the Company in
general meetings, to such persons as are, under the articles
of the Company, entitled to receive such notices from the
Company. With the consent of all the members entitled to
receive notice of any particular meeting, that meeting may
be convened by such shorter notice and in such manner as
those members may agree.
48. Notwithstanding any other provision contained herein, the
accidental omission to give notice of a meeting to, or the
non-receipt of a notice of a meeting by, any member shall
not invalidate the proceedings at any meeting.
PROCEEDINGS AT GENERAL MEETINGS
49. All business carried out at a general meeting shall be
deemed special with the exception of sanctioning a dividend,
the consideration of the accounts, the ordinary report of
the board of directors and auditors, the appointment and
removal of directors, and the fixing of the remuneration of
the directors and auditors. No special business shall be
transacted at any general meeting without the consent of all
members entitled to receive notice of that meeting unless
notice of such special business has been given in the notice
convening that meeting.
50. Except as herein otherwise provided, no business shall be
transacted at any general meeting unless a quorum of members
is present at the time that the meeting proceeds to do
business. The presence in person or by proxy of the holders
of a majority of the issued voting shares of the Company
entitled to vote shall constitute a quorum for the
transaction of business. The shareholders present at a
meeting at which a quorum is present may continue to
transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a
quorum.
51. If, within half an hour from the time appointed for the
meeting, a quorum is not present, such meeting shall stand
adjourned to the same day in the next week, at the same time
and place, and if at the adjourned meeting a quorum is not
present within half an hour from the time appointed for the
meeting, the members present shall be deemed to constitute a
quorum.
52. The chairman, if any, of the board of directors shall
preside as chairman at every general meeting of the Company.
53. If there is no such chairman, or if at any meeting he is not
present within fifteen minutes after the time appointed for
holding the meeting or is unwilling to act as chairman, the
members present shall choose one of their number to be
chairman.
54. The chairman may, with the consent of any meeting at which a
quorum is present, (and shall if so directed by an ordinary
resolution of the members) adjourn the meeting from time to
time and from place to place, but no business shall be
transacted at any adjourned meeting other than the business
left unfinished at the meeting from which the adjournment
took place. When a meeting is adjourned for ten days or
more, notice of the adjourned meeting shall be given as in
the case of an original meeting. Save as aforesaid it shall
not be necessary to give any notice of an adjournment or of
the business to be transacted at any adjourned meeting.
55. At any general meeting a resolution put to the vote of the
meeting shall be decided on a show of hands unless a poll is
demanded (before or on the declaration of the result of the
show of hands) by at least three members present in person
or by proxy entitled to vote or by one member or two members
so present and entitled, if that member or those two members
together hold not less than fifteen percent of the paid up
capital of the Company. Unless a poll is demanded, a
declaration by the chairman that a resolution has, on a show
of hands, been carried unanimously, or by a particular
majority, or lost, and an entry to that effect in the book
of the proceedings of the Company shall be conclusive
evidence of the fact, without proof of the number of that
proportion of the votes recorded in favour of, or against,
that resolution.
56. If a poll is duly demanded it shall be taken in such manner
as the chairman directs, and the result of the poll shall be
deemed to be the resolution of the meeting at which the poll
was demanded.
57. In the case of an equality of votes, whether on a show of
hands or on a poll, the chairman of the meeting at which the
show of hands takes place or at which the poll is demanded.
shall be entitled to a second or casting vote.
58. A poll demanded on the election of a chairman or on a
question of adjournment shall be taken forthwith. A poll
demanded on any other question shall be taken at such time
as the chairman of the meeting directs.
VOTES OF MEMBERS
59. On a show of hands every member of the Company present in
person or by proxy shall have one vote. On a poll every
member, present in person or by proxy, shall have one vote
for each share of which he is the holder. Except as
otherwise required by these articles or by the Law, the
affirmative vote of the holders of a majority of shares,
present in person or by proxy, is required to adopt any
shareholder's resolution.
60. In the case of joint holders of shares, the vote of the
senior who tenders a vote whether in person or by proxy,
shall be accepted to the exclusion of the votes of the other
joint holder; and for this purpose seniority shall be
determined by the order in which the names stand in the
register of members.
61. A holder of shares of unsound mind, or in respect of whom an
order has been made by any court having jurisdiction in
lunacy, may vote, whether on a show of hands or on a poll,
by his committee, or the person in the nature of a committee
appointed by that court, and any such committee or other
person, may on a poll, vote by proxy.
62. No holder of shares shall be entitled to vote at any general
meeting unless all calls or other sums presently payable by
him in respect of shares in the Company have been paid.
63. On a poll votes may be given either personally or by proxy.
64. The instrument appointing a proxy shall be in writing under
the hand of the appointor or his attorney duly authorized in
writing or, if the appointor is a corporation, either under
seal or under the hand of an officer or attorney duly
authorized. A proxy need not be a member of the Company.
65. Any corporation which is a member of the Company may by
resolution of its board of directors or other governing body
authorize such person as it thinks fit to act as its
representative at any meeting of the Company or of any class
of members of the Company, and the person so authorized
shall be entitled to exercise the same powers on behalf of
the corporation which he represents as that corporation
could exercise if it were an individual member of the
Company.
66. Any share of its own capital belonging to the Company or
held on its behalf shall not be voted directly or indirectly
at any meeting and shall not be counted in determining the
total number of issued shares at any time.
67. The instrument appointing the proxy and the power of
attorney or other authority (if any) under which it is
signed, or a notarially certified copy of the power of
attorney or other authority, shall be deposited at the
registered office of the Company not less than forty-eight
hours before the time for holding the meeting or adjourned
meeting at which the person named in the instrument proposes
to vote, and in default the instrument of proxy shall not be
treated as valid.
68. An instrument appointing a proxy may be in the following
form or any other form approved by the board of directors:
, of being a member of the above named Company
hereby appoint of as my proxy, to vote for
me and on my behalf at the (ordinary or extraordinary, as
the case may be) general meeting of the Company to be held
on the day of 19 and at any adjournment thereof.
69. The instrument appointing a proxy shall be deemed to confer
authority to demand or join in demanding a poll.
WAIVER OF NOTICE AND CONSENTS
70. (a) The transactions of any meeting of members however
called and whenever held, are as valid as though made
at a meeting duly held after regular notice if each of
the persons entitled to vote, not present in person or
by proxy, signs a written waiver of notice or a consent
to the holding of the meeting, or an approval of the
minutes thereof. All such waivers, consents and
approvals shall be filed with the Company's records.
(b) Any action of the members may be taken without a
meeting, and without prior notice, if written consent,
setting forth the action to be taken, is signed by a
majority of the persons entitled to vote at a meeting
of the members of the Company. Provided that if a
special resolution is required and a meeting is not
held the special resolution shall be passed by being
approved in writing by all of the members entitled to
vote at a general meeting of the Company in one or more
instruments each signed by one or more of the members
aforesaid and the effective date of the special
resolution so adopted shall be the date on which the
instrument or the last such instruments if more than
one is executed.
(c) Any action of the directors, or alternate
directors, may be taken without a meeting, and without
prior notice, if written consent, setting forth the
action to be taken, is signed by all the directors of
the Company.
DIRECTORS
71. The board of directors of the Company may consist of one or
more directors. The initial board of directors shall be
determined in writing by the subscriber(s) to the Memorandum
of Association.
72. Subject to the provisions of these articles, a director
shall hold office until such time as he is removed from
office by an ordinary resolution of the Company in general
meeting .
73. The Company in general meeting may from time to time fix the
maximum and minimum number of directors to be appointed but
unless such number is fixed as aforesaid the number of
directors shall be unlimited.
74. The directors shall have power at any time and from time to
time to appoint a person as director, either as a result of
a casual vacancy or as an additional director, subject to
the maximum number (if any) imposed by the Company in
general meeting.
75. The directors shall be entitled to such remuneration as the
Company may by resolution determine and, unless the
resolution provides otherwise, the remuneration shall be
deemed to accrue from day to day and such remuneration shall
be divided between the directors in such proportions and
manner as the directors may unanimously determine or in
default of such determination equally, except that any
director holding office for less than a year or other period
for which remuneration is paid shall rank in such division
in proportion to the fraction of such year or other period
during which he has held office. Any director who, at the
request of the directors, performs special services or goes
or resides abroad for any purpose of the Company may receive
such extra remuneration by way of salary, commission or
participation in profits, or partly in one way and partly in
another, as the directors may determine. The directors may
be paid all travelling, hotel, and other expenses properly
incurred by them in connection with their attendance at
meetings of directors or committees of directors or general
meetings or separate meetings of the shareholders or
otherwise in connection with the discharge of their duties.
76. A director shall not be required to hold any share
qualification but shall nevertheless be entitled to attend
and speak at any general meeting of the Company or at any
separate meeting of the holders of any class of shares of
the Company.
77. Any corporation which is a director of the Company may by
resolution of its board of directors or other governing body
authorize such person as it thinks fit to act as its
representative at any meeting of the board of directors of
the Company, and the person so authorized shall be entitled
to exercise the same powers on behalf of the corporation
which he represents as that corporation could exercise if it
were an individual director of the Company.
POWERS AND DUTIES OF DIRECTORS
78. The business of the Company shall be managed by the board of
directors, who may pay all expenses incurred in organizing
and registering the Company and may exercise all such powers
of the Company as are not, by the Law or these articles,
required to be exercised by the Company by resolution of its
members; but no regulation made by the Company by resolution
of its members shall invalidate any prior act of the board
of directors which would have been valid if that regulation
had not been made.
79. The board of directors may, from time to time, provide for
the management of the affairs of the Company in such manner
as they think fit. The board of directors may from time to
time (i) appoint one or more of their body to the office of
managing director for such term and at such remuneration
(whether by way of salary or commission or participation in
profits, or partly in one way and partly in another) as they
may think fit; his appointment shall be subject to
termination ipso facto if he ceases for any cause to be a
director, or if the Company in a general meeting resolves
that his tenure of the office of managing director be
terminated (ii) appoint a manager for the Company for such
term and for such remuneration (whether by way of fees,
commissions or participation in profits or gains, or partly
in one way and partly in another and including reimbursement
of all costs and charges paid or payable on behalf of the
Company in connection with its formation and otherwise) and
subject to such other terms and conditions as they may think
fit. The board of directors may, to the extent permitted by
the Law and these articles delegate (whether by contract or
otherwise) such powers and duties to the said managing
director and or manager as it may think fit. The board of
directors may from time to time appoint such secretary,
officers, agents, legal counsel, investment advisors and
other professional advisors or administrators as it deems
necessary, appropriate or advisable.
80. The board of directors may exercise all the powers of the
Company to borrow money and to mortgage or charge its
undertaking, property and uncalled capital or any part
thereof, to issue debentures, debenture stock and other
securities whenever money is borrowed or as security for any
debt, liability or obligation of the Company or of any third
party.
81. A director who is in any way, whether directly or
indirectly, interested in a contract or proposed contract
with the Company shall declare the nature of his interest at
a meeting of the board of directors. A general notice given
to the board of directors by any director to the effect that
he is a member of any specified company or firm and is to be
regarded as interested in a contract which may thereafter be
made with that company or firm shall be deemed a sufficient
declaration of interest in regard to any contract so made.
Subject thereto a director may vote in respect of any
contract or proposed contract or arrangement notwithstanding
that he may be interested therein and if he does so his vote
shall be counted and he may be counted in the quorum at any
meeting of the board of directors at which such contract or
proposed contract or arrangement shall come before the
meeting for consideration.
82. A director may hold any other office or place of profit
under the Company (other than the office of auditor) in
conjunction with his office of director for such period and
on such terms (as to remuneration and otherwise) as the
board of directors may determine and no director or
intending director shall be disqualified by his office from
contracting with the Company either with regard to his
tenure of any such other office or place of profit or as
vendor, purchaser or otherwise, nor shall any such contract
or contract arrangement entered into by or on behalf of the
Company in which any director is in any way interested, be
liable to be avoided, nor shall any director so contracting
or being so interested be liable to account to the Company
for any profit realised by any such contract or arrangement
by reason of such director holding that office or of the
fiduciary relationship thereby established. A director,
notwithstanding his interest, may be counted in the quorum
present at any meeting whereat he or any other director is
appointed to hold any such office or place of profit under
the Company or whereat the terms of any such appointment are
arranged and he may vote on any such appointment or
arrangement.
83. Any director may act by himself or his firm in a
professional capacity for the Company, and he or his firm
shall be entitled to remuneration for professional services
as if he were not a director; provided that nothing herein
contained shall authorize a director or his firm to act as
auditor to the Company
84. The board of directors shall cause minutes to be made in
books provided for the purpose:
(a) of all appointments of officers made by the board of
directors;
(b) of the names of the directors present at each meeting
of the board of directors and of any committee of the
directors;
(c) of all resolutions and proceedings at all meetings of
the Company, and of the directors and of committees of
directors signed by the chairman of the meeting.
DISQUALIFICATION OF DIRECTORS
85. The office of director shall be vacated, if the director:
(a) becomes bankrupt or makes any arrangement or
composition with his creditors; or
(b) is found to be or becomes of unsound mind; or
(c) resigns his office by notice in writing to the Company;
or
(d) is removed from office by an ordinary resolution duly
passed by the Company in general meeting; or
(e) is requested by all his co-directors to resign.
PROCEEDINGS OF DIRECTORS
86. The directors may meet together (either within or without
the Cayman Islands) for the dispatch of business, adjourn,
and otherwise regulate their meetings and proceedings, as
they think fit. At least one directors meeting shall be held
in the Cayman Islands each calendar year. Questions arising
at any meeting shall be decided by a majority of votes. In
case of an equality of votes the chairman shall have a
second or casting vote. A director may, and the secretary on
the requisition of a director shall, at any time summon a
meeting of the directors.
87. The quorum necessary for the transaction of the business of
the directors may be fixed by the board of directors, and
unless so fixed shall be one.
88. When the directors (being in number at least a quorum) sign
the minutes of a meeting of the directors the same shall be
deemed to have been duly held notwithstanding that the
directors have not actually come together or that there may
have been a technical defect in the proceedings. A
resolution signed by all such directors shall be as valid
and effectual as if it had been passed at a meeting of the
board of directors duly called and constituted. The minutes
or resolution may be in one or more instruments each signed
by one or more of the directors.
89. The continuing directors may act notwithstanding any vacancy
in their body, but, if and so long as their number is
reduced below the number fixed by or pursuant to the
articles of the Company as the necessary quorum of
directors, the continuing directors may act for the purpose
of increasing the number, or of summoning a general meeting
of the Company, but for no other purpose.
90. The board of directors may elect a chairman of their meeting
and determine the period for which he is to hold office; but
if no such chairman is elected, or if at any meeting the
chairman is not present within five minutes after the time
appointed for holding the same, the directors present may
choose one of their number to be chairman of the meeting.
91. The board of directors may delegate any of their powers to
committees consisting of such member or members of their
body as they think fit; any committee so formed shall in the
exercise of the powers so delegated conform to any articles
that may be imposed on it by the board of directors.
92. A committee may elect a chairman of its meetings; if no such
chairman is elected, or if at any meeting the chairman is
not present within five minutes, after the time appointed
for holding the same, the members present may choose one of
their number to be chairman of the meeting.
93. A committee may meet and adjourn as it thinks proper.
Questions arising at any meeting shall be determined by a
majority of votes of the members present and in case of an
equality of votes the chairman shall have a second or
casting vote.
94. All acts done by any meeting of the directors or of a
committee of directors, or by any person acting as a
director, shall notwithstanding that it be afterwards
discovered that there was some defect in the appointment of
any such director or person acting as aforesaid, or that
they or any of them were disqualified, be as valid as if
every such person had been duly appointed and was qualified
to be a director. Directors may participate in a meeting
through use of a conference telephone or similar
communication equipment, so long as all those participating
in the meeting can hear each other. Participation by
directors in a meeting in such manner constitutes presence
in person at such meeting.
ALTERNATE DIRECTOR
95. Any director may from time to time in writing appoint any
person to be his alternate director to act in his place at
any meeting of the board of directors. The appointee, while
he holds office as an alternate director, shall be entitled
to call and attend and vote at any meeting which the
director appointing him is not personally present, and
generally to perform all the functions of his appointor as a
director without limitation, but shall not be entitled to
any remuneration from the Company otherwise than out of the
remuneration of the director appointing him, as may be
agreed between the said director and the appointee. Any
appointment so made may be revoked at any time by the
appointor. Any appointment, or revocation by the appointor,
made under this article shall be in writing, and notice in
writing shall be given to the registered office or to some
other place as the Company may determine from time to time.
96. Any director may appoint any person, whether or not a
director of the Company, to be the proxy of that director to
attend and vote on his behalf, in accordance with
instructions given by that director, or in the absence of
such instructions at the discretion of the proxy, at a
meeting or meetings of the directors which that director is
unable to attend personally. The instrument appointing the
proxy shall be in writing under the hand of the appointing
director and shall be in the form set out below or any other
form approved by the board of directors, and must be lodged
with the chairman of the meeting of board of directors at
which such proxy is to be used, or first used, prior to the
commencement of the meeting.
, of being a director of the above Company hereby
appoint of as my proxy and on my behalf
to attend vote at and to do all acts and things which I
could personally have done at a meeting of the board of
directors of the said Company to be held on the day
of 19 _ and at any adjournments thereof.
Date Signature of Director
INDEMNITY
97. The Company shall indemnify any person who was or is a
party, or a witness, or is threatened to be made a party, or
a witness, to any threatened, pending or completed action,
suit (other than a judicial action or suit brought by or in
the right of the Company) or proceeding or investigation,
whether civil, criminal or administrative (including a grand
jury proceeding), and whether external or internal to the
Company, by reason of the fact that he or she is or was
serving as a director, alternate director, officer, manager,
employee, trustee or agent of the Company (all such persons
being referred to hereafter as an "Agent"), against any
expenses (including attorneys' fees), judgments, fines and
amount paid in settlement actually and reasonably incurred
by him or her in connection with such action, suit (other
than a judicial action or suit brought by or in the right of
the Company) or proceeding or investigation, or any appeal
thereof, if such Agent acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the
best interests of the Company, and with respect to any
criminal action or proceeding, had no reasonable cause to
believe such conduct was unlawful. The termination of any
action, suit or proceeding (whether by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or
its equivalent) shall not, of itself, create a presumption
that the Agent did not act in good faith and in a manner
which he or she reasonably believed to be in or not opposed
to the best interests of the Company, and, with respect to
any criminal action or proceeding, that such Agent had
reasonable cause to believe that his or her conduct was
unlawful.
98. The Company shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened,
pending or completed judicial action or suit brought by or
in the right of the Company to procure a judgment in its
favour by reason of the fact that he or she is or was an
Agent against any expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection
with the defence, settlement or appeal of such action or
suit if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best
interests of the Company, except that no indemnification
shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for
gross negligence or wilful misconduct in the performance of
his or her duty to the Company, unless and only to the
extent that the court having jurisdiction over the Company
shall determine upon application that, despite the
adjudication of liability but in view of all the
circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the
court shall deem proper.
99. Any indemnification under these articles shall be made by
the Company unless a determination is reasonably and
promptly made (i) by the board of directors, by a majority
vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding (hereinafter
referred to as "Disinterested Directors"), or (ii) if such a
quorum is not obtainable, or, even if obtainable, if a
quorum of Disinterested Directors so directs, by independent
legal counsel in a written opinion, or (iii) by the
shareholders, that such person acted in bad faith and in a
manner that such person did not believe to be in or not
opposed to the best interests of the Company, or, with
respect to any criminal proceeding, that such person
believed or had reasonable cause to believe that his or her
conduct was unlawful.
100. Notwithstanding the other provisions of these articles, to
the extent that an Agent has been successful on the merits
or otherwise, including, without limitation, the dismissal
of an action without prejudice or the settlement of an
action without admission of liability, in defence of any
proceeding or in defence of any claim, issue or matter
therein, or on appeal from any such proceeding, action,
claim or matter, such Agent shall be indemnified against all
expenses incurred in connection therewith.
101. Except as limited by these articles, any costs, charges and
expenses (including attorneys' fees) incurred in any action,
suit, proceeding or investigation or any appeal therefrom
shall be paid by the Company in advance of the final
disposition of such matter if the Agent shall undertake to
repay such amount in the event that it is ultimately
determined, as provided herein, that such person is not
entitled to indemnification. Notwithstanding the foregoing,
no advance shall be made by the Company if a determination
is reasonably and promptly made by the board of directors,
or by a majority vote of a quorum of Disinterested
Directors, or (if such a quorum is not obtainable or, even
if obtainable, a quorum of Disinterested Directors so
directs) by independent legal counsel in a written opinion,
that, based upon the facts known to the directors or counsel
at the time such determination is made, such person acted in
bad faith and in a manner that such person did not believe
to be in or not opposed to the best interest of the Company,
or, with respect to any criminal proceeding, that such
person believed or had reasonable cause to believe his or
her conduct was unlawful. In no event shall any advance be
made in instances where the directors or independent legal
counsel reasonably determines that such person deliberately
breached his or her duty to the Company or its members.
102. Any indemnification under these articles, or advance made
thereunder, shall be made promptly, and in any event within
ninety days, upon the written request of the Agent, unless
with respect to applications hereunder, a determination is
reasonably and promptly made by the board of directors, or
by a majority vote of a quorum of Disinterested Directors
that such Agent acted in such a manner as set forth
hereunder as would justify the Company's not indemnifying or
making an advance to the Agent. In the event no quorum of
Disinterested Directors is obtainable, the board of
directors shall promptly direct that independent legal
counsel shall decide whether the Agent acted in such a
manner as set forth hereunder as would justify the Company's
not indemnifying or making an advance to the Agent.
103. The right to indemnification or advances as granted to an
Agent hereunder shall be enforceable by the Agent in any
court of competent jurisdiction, if the Disinterested
Directors or independent counsel denies the claim, in whole
or in part, or if no disposition of such claim is made
within ninety days. The Agent's costs and expenses incurred
in connection with successfully establishing his or her
right to indemnification, in whole or in part, in any such
proceeding shall also be indemnified by the Company.
104. The indemnification provided by these articles shall not be
deemed exclusive of, and shall not affect, any other rights
to which an Agent seeking indemnification may be entitled
under any law, charter provision, agreement, vote of the
shareholders, Disinterested Directors, or otherwise, both as
to action in his or her official capacity and as to action
in another capacity while holding such office, and shall
continue as to a person who has ceased to be an Agent and
shall inure to the benefit of the heirs, executors and
administrators of such a person. All rights to
indemnification hereunder shall be deemed to be provided by
a contract between the Company and the Agent who serves in
such capacity at any time while these Articles and other
relevant provisions of the Law and other applicable law, if
any, are in effect. Any repeal or modification hereof or
thereof shall not affect any rights or obligations then
existing.
105. Upon a resolution passed by the board of directors, the
Company may purchase and maintain insurance on behalf of any
person who is or was an Agent against any liability asserted
against such person and incurred by him or her in any such
capacity, or arising out of his or her status as such,
whether or not the Company would have the power to indemnify
such person against such liability under the provisions of
these articles. The Company may create a trust fund, grant a
security interest or use other means (including, without
limitation, a letter of credit) to ensure the payment of
such sums as may become necessary to effect the
indemnification provided herein.
106. For the purposes of these articles, references to "the
Company" include all constituent companies absorbed in a
consolidation or merger as well as the resulting or
surviving company, so that any person who is or was a
director, alternate director, officer, manager, employee, or
trustee of such a constituent company or who, being or
having been such a director, alternate director, officer,
manager, employee or trustee, is or was serving at the
request of such constituent company as a director, alternate
director, officer, manager, employee, trustee of another
company, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the
provisions of these articles with respect to the resulting
or surviving company as such person would if he or she had
served the resulting or surviving company in the same
capacity.
107. If any portion of these articles shall be invalidated on any
ground by any court of competent jurisdiction, then the
Company shall nevertheless indemnify each Agent as to
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement with respect to any action, suit,
appeal, proceeding or investigation, whether civil, criminal
or administrative (including a grand jury proceeding), and
whether internal or external, and an action or suit brought
by or in the right of the Company, to the full extent
permitted by any applicable portion of these articles that
shall not have been invalidated, or by any other applicable
law.
DIVIDENDS AND DISTRIBUTIONS
108. The Company in general meeting may declare dividends, but no
dividend shall exceed the amount recommended by the board of
directors.
109. The board of directors may from time to time pay such
interim dividends, or make such distributions out of the
Company's share premium account, as appear to the board of
directors to be justified.
110. Dividends may be paid out of profits or if the board of
directors so determine dividends or distributions may be
made to members out of the share premium account in
accordance with the provisions of the Law.
111. All dividends shall be declared and paid or distributions
made in proportion to the par value of each share.
112. The board of directors, may, before recommending any
dividend, set aside out of the profits of the Company such
sums as they think proper as a reserve or reserves which
shall, at the discretion of the board of directors, be
applicable for meeting contingencies, or for equalizing
dividends, or for any other purpose to which the profits of
the Company may be properly applied, and pending such
application may, at the like discretion, either be employed
in the business of the Company or be invested in such
investments as the board of directors may from time to time
think fit.
113. If several persons are registered as joint holders of any
share, any one of them may give effectual receipt for any
dividend or other moneys payable on or in respect of the
share.
114. The board of directors may deduct from any dividend payable
or distribution to be made to any member all sums of money
(if any) presently payable by him to the Company on account
of calls in relation to the shares or otherwise of the
Company. Any general meeting declaring a dividend may direct
payment of such dividend wholly or partly by distribution of
specific assets and in particular of paid up shares,
debentures or debenture stock of any other company or in any
one or more of such ways, and the board of directors shall
give effect to such resolution, and where any difficulty
arises in regard to such distribution, the board of
directors may settle the same as they think expedient, and
in particular may issue fractional certificates and fix the
value for distribution of such specific assets or any part
thereof and may determine that cash payments shall be made
to any members upon the basis of the value so fixed in order
to adjust the rights of all parties, and may vest any such
specific assets in trustees as may seem expedient to the
board of directors.
115. Any dividend or distribution may be paid by wire transfer of
immediately available funds, or by cheque or warrant sent
through the post to the registered address of the member or
person entitled thereto or in the case of joint holders, to
any one of such joint holders at his registered address or
to such person and such address as the member or person
entitled or such joint holders, as the case may be, may in
writing direct. Every such cheque or warrant shall be made
payable to the order of the person to whom it is sent or to
the order of such other persons as the member or such joint
holders, as the case may be, may direct.
116. The Company in general meeting may upon the recommendation
of the board of directors resolve that it is desirable to
capitalize any part of the amount for the time being
standing to the credit of any of the Company's share premium
or reserve accounts or to the credit of the profit and loss
account or otherwise available for distribution, and
accordingly that such sum be set free for distribution among
the members who would have been entitled thereto if
distributed by way of dividend and in the same proportions
on condition that the same be not paid in cash but be
applied either in or towards paying up any amounts for the
time being unpaid on any shares held by such members
respectively or paying up in full unissued shares or
debentures of the Company to be allotted and distributed,
credited as fully paid up, to and amongst such members in
the proportion as aforesaid, or partly in one way and partly
in the other, and the board of directors shall give effect
to such resolution. Whenever such a resolution as aforesaid
shall have been passed the board of directors shall make all
appropriations and applications of the undivided profits
resolved to be capitalized thereby, or the Company's share
premium or reserve accounts and all allotments and issues of
fully-paid shares or debentures, if any, and generally shall
do all acts and things required to give effect thereto, with
full power to the board of directors to make such provisions
by the issue of fractional certificates or by payment in
cash or otherwise as they think fit for the case of shares
or debentures becoming distributable in fractions, and also
to authorize any person to enter on behalf of all the
members entitled thereto into an agreement with the Company
providing for the allotment to them respectively, credited
as fully paid up, of any further shares or debentures to
which they may be entitled upon such capitalization, or (as
the case may require) for the payment up by the Company on
their behalf, by the application thereto of their respective
proportions of the profits resolved to be capitalized, or
the Company's share premium or reserve accounts, of the
amounts or any part of the amounts remaining unpaid on their
existing shares, and any agreement made under such authority
shall be effective and binding on all such members.
117. No dividend shall bear interest against the Company.
ACCOUNTS
118. The books of account relating to the Company's affairs shall
be kept in such manner as may be determined from time to
time by the board of directors of the Company.
119. The books of account shall be kept at the registered office
of the Company, or at such other place or places as the
board of directors think fit, and shall always be open to
inspection by the directors.
120. The board of directors shall from time to time determine
whether and to what extent and at what time and places and
under what conditions or articles the accounts and books of
the Company or any of them shall be open to the inspection
of members not being directors, and no member (not being a
director) shall have any right of inspection of any account
or book or document of the Company except as conferred by
Law or authorized by the board of directors or by resolution
of the members.
AUDIT
121. The accounts relating to the Company's affairs shall be
audited in such manner as may be determined from time to
time by resolution of the members or failing any such
determination, by the board of directors, or failing any
determination as aforesaid shall not be audited.
THE SEAL
122. The board of directors may, except where the seal of the
Company is required, resolve to authorize any person to
enter into any contract or execute any instrument in the
name of and on behalf of the Company, and such authority may
be general or confined to specific instances. The seal of
the Company shall not be affixed to any instrument except by
the authority of a resolution of the board of directors, and
in the presence of such person or persons as the board of
directors may appoint for the purpose; and that person or
persons as aforesaid shall sign every instrument to which
the seal is so affixed in his or their presence. Provided
always that the said authority may be given prior to or
after the affixing of the seal and if given after may be in
general form confirming a number of affixings of the seal.
Notwithstanding the provisions hereof, the seal may be
affixed to any returns filed under the Law without the
authority of a Resolution of the board of directors in the
presence of either one director, or the secretary.
Notwithstanding the foregoing, the secretary shall have the
authority to affix the seal, to any instrument for the
purpose of attesting authenticity of the matter contained
therein but which does not create any obligation binding the
Company.
123. The Company shall maintain a facsimile of its seal in such
countries or places as the board of directors shall appoint
and such facsimile seal shall not be affixed to any
instrument except by the authority of the board of directors
and in the presence of such person or persons as the board
of directors shall for this purpose appoint and such person
or persons as aforesaid shall sign every instrument to which
the facsimile seal is so affixed in their presence and such
affixing of the facsimile seal and signing as aforesaid
shall have the same meaning and effect as if the seal had
been affixed in the presence of and the instrument signed by
such person or persons as the board of directors may appoint
for the purpose.
POWER OF ATTORNEY
124. The board of directors may from time to time and at any time
by revocable or irrevocable Power of Attorney appoint any
company, firm or person or body of persons, whether
nominated directly or indirectly by the board of directors,
to be the Attorney or Attorneys of the Company for such
purposes and with such powers, authorities and discretions
(not exceeding those vested in or exercisable by the board
of directors under these articles) and for such period and
subject to such conditions as they may think fit, and any
such Power of Attorney may contain such provisions for the
protection and convenience of persons dealing with any such
Attorney as the board of directors may think fit and may
also authorize any such Attorney to delegate all or any of
the powers, authorities and discretion vested in him.
NOTICES
125. A notice may be given by the Company to any shareholder
either personally, by confirmed facsimile transmission,
cable, telegram, telex with confirmed answer back, or by
sending such notice by post to such shareholder at his or
her registered address in the Cayman Islands, or if he or
she has no registered address in the Cayman Islands, to the
address supplied by him or her in writing to the Company for
giving of notices to him or her. All communications shall be
in writing and shall be deemed to be received (i) as of the
date of transmission if sent by confirmed facsimile
transmission, cable, telegram or telex with confirmed answer
back or (ii) as of the date of receipt, if sent by
registered or certified mail, postage prepaid, return
receipt requested or personally delivered.
126. If a member has no registered address in the Cayman Islands
and has not supplied to the Company an address for the
giving of notices to him, a notice addressed to him and
advertised in a newspaper circulating in the Cayman Islands
shall be deemed to be duly given to him at noon on the day
following the day on which the newspaper is circulated and
the advertisement appeared therein.
127. A notice may be given by the Company to the joint holders of
a share by giving the notice to the joint holder named first
in the register of members in respect of the share.
128. A notice may be given by the Company to the persons entitled
to a share in consequence of the death or bankruptcy of a
member by sending it through the post in a prepaid envelope
addressed to them by name, or by the title of the
representative of the deceased, or trustee of the bankrupt,
or by any like description, at the address, if any, within
the Cayman Islands supplied for the purpose by the persons
claiming to be so entitled, or (until such an address has
been so supplied) by giving the notice in any manner in
which the same might have been given if the death or
bankruptcy had not occurred.
129. Notice of every general meeting shall be given in any manner
hereinbefore authorized to:
(a) every member entitled to receive notice of the meeting
except those members who (having no registered address
in the Cayman Islands) have not supplied to the Company
an address for the giving of notices to them; and
(b) every person entitled to a share in consequence of a
death or bankruptcy of a member, who, but for his death
or bankruptcy would be entitled to receive notice of
the meeting.
No other persons shall be entitled to receive notices of
general meetings.
NON RECOGNITION OF TRUST
130. No person shall be recognized by the Company as holding any
share upon any trust and the Company shall not be bound by
or be compelled in any way to recognize (even when having
notice thereof) any equitable, contingent, future or partial
interest in any of its shares or any other rights in respect
thereof except an absolute right to the entirety thereof in
each member registered in the Company's register of members.
ALTERATION OF ARTICLES
131. The Company may from time to time alter or add to these
articles by passing and registering a special resolution in
the manner prescribed by the Law. No member of the Company
shall be bound by any alteration made in the articles after
the date on which he became a member, if and so far as the
alteration requires him to take or subscribe for more
shares, than the number held by him at the date on which the
alteration is made, or in any way increase his liability as
at that date to contribute to the share capital of, or
otherwise to pay money to, the Company unless such member
agrees in writing to be bound by the alteration either
before or after it is made.
BEARER SHARES
132. Subject to the provisions of the Law the Company may issue
bearer or negotiable shares (hereinafter called bearer
shares) or may exchange bearer shares for nonnegotiable
shares, and vice versa, provided all bearer shares are fully
paid and nonassessable. The provisions of the articles
concerning the transfer and transmission of shares shall not
apply to bearer shares. In the case of shares issued to
bearer there shall be entered in the register particulars of
the date of issue of the share or shares, distinguishing
each share by its number (so long as the share has a number)
and the fact that a certificate in respect thereof was
issued to bearer.
133. Before the issue or exchange of non-negotiable shares for
bearer shares or vice versa, the certificate (if any) for
the shares intended to be included in it shall be delivered
up to the secretary of the Company at the registered office.
134. Bearer shares shall be under the seal of the Company and
shall state that the bearer is entitled to the shares
therein specified, and may provide by coupons or otherwise
for the payment of dividends or other moneys on the shares
included therein.
135. Subject to the provisions of the Law and of these articles
the bearer of a bearer share certificate shall be deemed to
be a member of the Company and shall be entitled to the same
rights and privileges as he would have had if his name had
been included in the register.
136. No person shall as bearer of a bearer share certificate be
entitled to attend, or vote, or exercise in respect thereof
any of the rights of a member, at any general meeting of the
Company, or sign any requisition for, or give notice of
intention to submit a resolution to, a meeting, unless he
shall have deposited the bearer share certificate at the
registered office or such other place as the board of
directors may appoint. The person depositing a bearer share
certificate shall be entitled to attend and vote at any
general meeting in the same way as if he were a registered
holder of the shares specified in the bearer share
certificate.
137. Not more than one name shall be received as that of the
holder of a bearer share certificate .
138. If any bearer share certificate or coupon relating thereto
shall be worn out or defaced, the board of directors may,
upon the surrender thereof for cancellation issue a new one
in its stead, and if any bearer share certificate or coupon
be lost or destroyed, the board of directors may, upon the
loss or destruction being established to their satisfaction,
and upon such indemnity being given to the Company as they
shall think adequate, issue a new one in its stead, and in
either case on payment of such sum as the board of directors
may from time to time require. In case of loss or
destruction the bearer to whom such new certificate or
coupon is issued shall also bear and pay to the Company all
expenses incidental to the investigation by Company of such
evidence of such loss or destruction and to such indemnity.
139. The shares included in any bearer share certificate shall be
transferred by delivery of the certificate without any
written transfer.
140. Upon surrender of his bearer certificate to the Company for
exchange or cancellation, the bearer of a bearer share
certificate shall be entitled to have his name entered as a
member in the Register in respect of his shares included in
the certificate provided that the Company and the board of
directors or any agent of any of them shall not be
responsible for any loss incurred by any person by reason of
the Company entering in the Register upon the surrender of a
bearer share certificate the name of any person not the true
and lawful owner of the bearer share certificate
surrendered.
141. No person shall as bearer of a bearer share certificate be
entitled to receive any notices from the Company.
WINDING UP
142. If the Company shall be wound up the liquidator may, with
the sanction of a resolution of the members, divide amongst
the members in specie or kind the whole or any part of the
assets of the Company (whether they shall consist of
property of the same kind or not) and may, for such purpose
set such value as the liquidator deems fair upon any
property to be divided as aforesaid and may determine how
such division shall be carried out as between the members or
different classes of members. The liquidator may, with the
like sanction, vest the whole or any part of such assets in
trustees upon such trusts for the benefit of the
contributories as the liquidator, with the like sanction,
shall think fit, but so that no member shall be compelled to
accept any shares or other securities whereon there is any
liability.
JURISDICTION AND VENUE FOR LITIGATION
143. All rights and obligations as between the Company, its
members, directors, alternate directors, officers, agents,
managers, employees or trustees or any of them shall be
governed by and construed solely in accordance with the Laws
of the Cayman Islands without giving effect to principles of
choice or conflict of law and any cause of action between
any of the parties aforesaid shall be subject to the sole
jurisdiction and venue of the Courts of the Cayman Islands.
REGISTRATION BY WAY OF CONTINUATION
144. The Company may by special resolution resolve to be
registered by way of continuation in a jurisdiction outside
of the Cayman Islands or such jurisdiction in which it is
for the time being registered; in furtherance of any such
resolution the board of directors may cause an application
to be made to such government authority as may be necessary
to deregister the Company in the jurisdiction in which it
is, for the time being incorporated, registered, or
existing, and may cause all such further steps as the board
of directors consider appropriate to be taken to effect and
transfer the Company by way of continuation.
Exhibit B-22(b)
The Companies Law
Exempted Company Limited by Shares
Memorandum of Association
of
Entergy Argentina S.A. LTD.
1. The name of the Company is: ENTERGY ARGENTINA S.A.
LTD.
2. The Registered Office of the Company will be situate at
The RHB Trust Co. Ltd., P.O. Box 1787, Second Floor, One
Capital Place, George Town, Grand Cayman, Cayman Islands,
British West Indies.
3. The objects for which the Company is established are
unrestricted and the Company shall have full power and
authority to carry out any object not prohibited by any law
as provided by Section 6(4) of the Companies Law (Revised).
4. The Company shall have and be capable of exercising all
the functions of a natural person of full capacity
irrespective of any question of corporate benefit as
provided by Section 26(2) of the Companies Law (Revised).
5. Notwithstanding anything herein contained, the Company
shall carry on a business for which a license is required
under or pursuant to the laws of the Cayman Islands only
when so licensed under the terms of such laws.
6. The Company will not trade in the Cayman Islands with
any person, firm or corporation except in furtherance of the
business of the Company carried on outside the Cayman
Islands; provided that nothing in this section shall be
construed as to prevent the Company affecting and concluding
contracts in the Cayman Islands, and exercising in the
Cayman Islands all of its powers necessary for the carrying
on its business outside the Cayman Islands.
7. The liability of the members Is limited.
8. The capital of the Company is US $50,000 divided into
50,000 shares with a nominal or par value of US $1.00 each
provided always that subject to the provisions of the
Companies Law (Revised) and the Articles of Association the
Company shall have power to redeem or purchase any or all of
such shares and to sub-divide or consolidate the said shares
of any of them and to issue all or any part of its capital
whether original, redeemed,, increased or reduced with or
without any preference, priority or special privilege or
subject to any postponement of rights or to any conditions
or restrictions whatsoever and so that unless the conditions
of issue shall otherwise expressly provide every issue of
shares whether stated to be Ordinary, Preference or
otherwise shall be subject to the powers on the part of the
Company hereinbefore provided
<PAGE>
Certificate of Change of Name of a Company
I. Delano Oliver Solomon, Registrar of Companies of the
Cayman Islands Do Herby Certify that the Company duly registered as
Belize Farm Center, LTD. 0f the 11th day of November 1992 was by Special
Resolution dated December 17, 1993 and that the said name ENTERGY
ARGENTIANA S.A. LTD.has been regisered and filed on the Registrar of
Companies this 21st day of January 1995.
Certified To Be A True And Correct Copy
SIG ___________________________ Given under my hand and Seal
Delano O. Solomon at George Town in the Island of
Registras of Companies Grand Cayman this 21st day
of December. On Thousand
DATE December 21st, 1993___ Nine Hundred and Ninety Three
(SGD. D.O. SOLOMOK)
REGISTRAR OF COMPANIES
Cayman Islands B.W.I
<PAGE>
The Companies Law
Ordinary Company Limited By Shares
Memorandum of Association
Of
ENTERGY ARGENTINA S.A. LTD.
1. The name of the Company is: ENTERGY ARGENTINA S.A. LTD.
2. The Registered Office of the Company will be situate at
the RHB Trust Co. Ltd., PO Box 1787, Third Floor, On
Regis Place, George Town, Grand Cayman, Cayman Islands,
British West Indies.
3. The objects for which the Company is established are
unrestricted and the Company shall have full pwoer and
authority to carry out any object not prohibited by an
law as provided by Section 6(4) of the Companies Law
(Revised).
4. The Company shall have and be capable of exercising all
the functions of a natureal person of full capacity
irrespective of any question of corporate benefit as
provided by Section 26(2) of the Companies Law
(Revised).
5. Nothing in the preceding sections shall be deemed to
permit the Company to carry on th ebusiness of a bank
or Trust Company without being licensed in that behalf
under the providsions of the Banks and Trust Companies
Law, 1989, or to carry on Insurance Business from
within the Cayman Islands or the business of an
Insurance Manager, Agent, Sub-agent or Broker without
being licensed in that behalf under the provisions of
the Insurance Law, 1979 (as amended), or to carry on
the business of Company Management without being
licensed in that behalf under the provisions of the
Companies Managment Law, 1984.
6. The liability of the members is limited.
7. The capital of the Company is US$900,000 divided into
900,000 shares with a nominal or par value of US$1.00
each provided always that subject to the provisions of
the Companies Law (Revised) and the Articles of
Assocation tthe Company shall have power jto redeem or
purchase any or all of such shares and to sub-divide or
consolidate the said shares or any of them and to issue
all or any part of its capital whether original,
redeemed, increased or reduced with or without any
preference, priority or special privilege or subject to
any postponement of rightsor to any conditions or
restrictions whatsoever and so that unless the
conditions of issue shall otherwise expressly provide
every issue of shares whether stated to be Ordinary,
Preference or otherwise shall be subjec to the powers
on the part of the Company hereinbefore provided.
<PAGE>
We, the several persons whose names, addresses and
description are subscribed are desirous of being formed into
a Company in pursuance of this Memorandum of Association and
we respectively agree to take the number of shares in the
capital of the Company set opposite our respective names.
Number of Shares taken
Names, addresses and descriptions of subscribers by each subscriber
Cardinal Investment Limited
P. O. Box 1787G
Grand Cayman
Holding Company
Bluejay Investments Ltd.
P. O. Box 1787G
Grand Cayman
Holding Company
Dated this 10th day of November 1992
I, Cindy Y. Jefferson, Registrar of Companies for the Cayman
Islands DO HEREBY CERTIFY that this is a true copy of the
Memorandum of Association of Entergy Argentina S.A. LTD.
Dated the 11th day of November 1992
Witness to the above signatures:
Address: P. O. Box 1787G
Grand Cayman
Occupation Secretary
Exhibit I-1
ENTERGY POWER ASIA, LTD.
FINANCIAL STATEMENTS
TABLE OF CONTENTS
DESCRIPTION PAGE NO.
Report of Independent Accountants 1
Balance Sheet 2
Statement of Operations 3
Statement of Capitalization 4
Statement of Cash Flows 5
Notes to Financial Statements 6 - 7
<PAGE>
Report of Independent Accountants
To the Board of Directors and Shareholder of
Entergy Power Asia, Ltd.
We have audited the accompanying balance sheet of Entergy Power
Asia, Ltd. as of December 31, 1994, and the related statements of
operations, capitalization and cash flows for the period from
April 21, 1994 through December 31, 1994. These financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Entergy Power Asia, Ltd. as of December 31, 1994, and the
results of its operations and its cash flows for the period from
April 21, 1994 through December 31, 1994 in conformity with
generally accepted accounting principles.
/s/ Coopers & Lybrand
New Orleans, Louisiana
February 21, 1995
<PAGE>
ENTERGY POWER ASIA, LTD.
BALANCE SHEET
DECEMBER 31, 1994
ASSETS
CURRENT ASSETS:
Cash $4,444,942
Accounts receivable - associated companies 216,500
----------
Total 4,661,442
----------
DEFERRED DEBITS AND OTHER ASSETS:
Active development costs 431,024
Furniture, fixtures and equipment 300,838
----------
Total 731,862
----------
TOTAL $5,393,304
==========
LIABILITIES AND CAPITALIZATION
CAPITALIZATION:
Common stock, $1.00 par value, authorized 50,000
shares; issued and outstanding 5,000 shares $5,000
Additional paid-in capital 4,995,000
Retained earnings 8,131
----------
Total 5,008,131
----------
CURRENT LIABILITIES:
Accounts payable - associated companies 385,173
----------
Total 385,173
----------
Commitments and Contingencies (Note 3)
----------
TOTAL $5,393,304
==========
See Notes to Financial Statements
<PAGE>
ENTERGY POWER ASIA, LTD.
STATEMENT OF OPERATIONS
FOR THE PERIOD APRIL 21, 1994 THROUGH DECEMBER 31, 1994
REVENUES:
Interest income $9,057
------
Total 9,057
------
EXPENSES:
Administrative and general 926
------
Total 926
------
NET INCOME $8,131
======
See Notes to Financial Statements
<PAGE>
ENTERGY POWER ASIA, LTD.
STATEMENT OF CAPITALIZATION
FOR THE PERIOD APRIL 21, 1994 THROUGH DECEMBER 31, 1994
Common Stock, April 21, 1994 -
Shares sold to parent $5,000
------
Common Stock, December 31, 1994 5,000
------
Additional Paid-in Capital, April 21, 1994 -
Shares sold to parent 4,995,000
----------
Additional Paid-in Capital, December 31, 1994 4,995,000
----------
Retained Earnings, April 21, 1994
-
Net Income 8,131
----------
Retained Earnings, December 31, 1994 8,131
----------
Total Capitalization $5,008,131
==========
See Notes to Financial Statements
<PAGE>
ENTERGY POWER ASIA, LTD.
STATEMENT OF CASH FLOWS
FOR THE PERIOD APRIL 21, 1994 THROUGH DECEMBER 31, 1994
OPERATING ACTIVITIES:
Net Income $8,131
Changes in working capital:
Accounts receivable - associated companies (216,500)
Accounts payable - associated companies 385,173
----------
Net cash provided by operating activities 176,804
----------
INVESTING ACTIVITIES:
Acquisition of equipment (300,838)
Active development costs (431,024)
----------
Net cash used in investing activities (731,862)
----------
FINANCING ACTIVITIES:
Issuance of common stock 5,000,000
----------
Net cash provided by financing activities 5,000,000
----------
Net change in cash 4,444,942
Cash at beginning of year -
----------
Cash at end of year $4,444,942
==========
See Notes to Financial Statements
<PAGE>
ENTERGY POWER ASIA, LTD.
NOTES TO FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Entergy Power Asia, LTD. (the Company) is incorporated in the
Cayman Islands and was first authorized to conduct business on
April 21, 1994. The Company, a wholly owned subsidiary of Entergy
Power Development Corporation, is an indirect wholly owned
subsidiary of Entergy Corporation (Entergy). The Company, an
"Exempt Wholesale Generator" (EWG), was organized primarily to
invest in projects in China. As of December 31, 1994, the Company
has not made any such investments.
Regulation
The Company is an EWG as defined in The Energy Policy Act of 1992
section 32. The Company, as a subsidiary of Entergy, which is a
registered public utility holding company under the Public Utility
Holding Company Act of 1935, as amended (PUHCA), is subject to the
broad regulatory provisions of PUHCA, which requires, among other
things, Securities and Exchange Commission (SEC) approval for
certain transactions, except as exempted under the provisions of
the Energy Policy Act of 1992 cited above.
Cash and Cash Equivalents
The Company considers cash on hand, deposits in banks and all
unrestricted highly liquid debt instruments with an original
maturity of three months or less to be cash equivalents.
Concentration of Credit Risk
Financial instruments which potentially subject the Company to
concentration of credit risk are primarily cash and cash
equivalents. The Company's cash and cash equivalents which are
primarily held in one insured institution are in excess of
federally insured amounts.
Furniture, Fixtures and Equipment
Furniture, Fixtures and Equipment consists of office and computer
equipment to be used in the Company's Hong Kong office. The
amounts are stated at cost and will be depreciated using an
accelerated method over the estimated useful lives (generally
ranging from 3 to 7 years).
Active Development Costs
The Company incurs certain cost in evaluating various investment
projects. For those projects which the Company believes an
investment is probable, costs paid to outside parties, such as
legal, engineering and accounting fees, are capitalized and
charged to the cost of the investment and amortized over the life
of the investment.
Foreign Currency
The Company's primary functional currency is the U.S. dollar and
all significant assets and liabilities are denominated in U.S.
dollars. Income and expense accounts are translated at average
exchange rates prevailing at the time of receipt or disbursement.
There were no material translation adjustments reflected in the
statement of operations.
Income Taxes
The Company accounts for income taxes in accordance with Statement
of Financial Accounting Standards No. 109, "Accounting for Income
Taxes" (FAS 109). This standard requires that deferred income
taxes be recorded for all temporary differences between the tax
and financial statement basis of assets and liabilities and for
certain carryforwards items. Deferred tax balances are based on
enacted tax laws at tax rates that are expected to be in effect
when the temporary differences reverse.
The Company is incorporated in the Cayman Islands, a country that
levies no taxes on income. The Company is not currently subject
to taxation in any other jurisdiction.
NOTE 2. COMMON STOCK
The Company is authorized, by its Charter, to issue 50,000 shares of
its common stock. During 1994, the Company sold 5,000 shares of its
common stock to Entergy Power Development Corporation at $1,000 per
share.
NOTE 3. LONG-TERM LEASES
As of December 31, 1994, the Company had entered into a noncancelable
operating lease agreement for the use of its office facilities in the
city of Hong Kong. The lease expires in December 1996 with an option
to renew the lease for one year. Minimum rental payments under the
operating lease aggregate $500,415 per year.
Exhibit I-2
ENTERGY POWER DEVELOPMENT CORPORATION
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
TABLE OF CONTENTS
DESCRIPTION PAGE NO.
Report of Independent Accountants 1
Consolidated Balance Sheets 2
Consolidated Statements of Operations 3
Consolidated Statements of Capitalization 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6 - 10
<PAGE>
Report of Independent Accountants
To the Board of Directors and Shareholder of
Entergy Power Development Corporation
We have audited the accompanying consolidated balance sheet of
Entergy Power Development Corporation as of December 31, 1994,
and the related consolidated statements of operations,
capitalization and cash flows for the year then ended. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audit. The consolidated
financial statements of the Company as of December 31, 1993 and
for the years ended December 31, 1993 and 1992 were audited by
other auditors, whose report, dated December 6, 1994, included an
explanatory paragraph which disclosed an uncertainty relating to
the Company's equity investee's power sales contract (Note 4.)
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the 1994 financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Entergy Power Development Corporation as of
December 31, 1994, and the consolidated results of its operations
and its cash flows for the year then ended in conformity with
generally accepted accounting principles.
/s/ Coopers & Lybrand L.L.P.
New Orleans, Louisiana
February 21, 1995, except for Note 6
as to which the date is March 31, 1995
<PAGE>
<TABLE>
ENTERGY POWER DEVELOPMENT CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<CAPTION>
December 31,
ASSETS 1994 1993
<S> <C> <C>
INVESTMENTS:
Investment in Richmond Power Enterprises LP $10,937,690 $11,755,000
Investment in The Hub River Power Company, Limited 50,041,846 -
----------- -----------
Total 60,979,536 11,755,000
----------- -----------
CURRENT ASSETS:
Cash 6,534,701 181,203
Temporary cash investments 8,754,669 12,869,560
----------- -----------
Total cash and temporary cash investments 15,289,370 13,050,763
Accounts receivable:
Associated companies - 5,000
Other - 96
Interest receivable 24,152 3,002
----------- -----------
Total 15,313,522 13,058,861
----------- -----------
DEFERRED DEBITS AND OTHER ASSETS:
Active development costs 5,073,074 -
Organization costs (net of accumulated
amortization of $274,508 in 1994 and $134,868 in 1993) 562,153 539,448
Furniture, fixtures and equipment 300,838 -
Income tax receivable 4,346,166 578,922
----------- -----------
Total 10,282,231 1,118,370
----------- -----------
TOTAL $86,575,289 $25,932,231
=========== ===========
LIABILITIES AND CAPITALIZATION
CAPITALIZATION :
Common stock, no par value, issued and
outstanding 86,000 shares in 1994, and
25,000 shares in 1993 $86,000,000 $25,000,000
Retained earnings (Accumulated deficit) (6,239,091) 465,912
----------- -----------
Total 79,760,909 25,465,912
----------- -----------
CURRENT LIABILITIES:
Accounts payable:
Associated companies 6,607,798 86,976
Other - 75,809
Income tax payable 46,459 -
----------- -----------
Total 6,654,257 162,785
----------- -----------
DEFERRED CREDITS:
Accumulated deferred income taxes 160,123 303,534
----------- -----------
Commitments and contingencies (Notes 5 and 6)
TOTAL $86,575,289 $25,932,231
=========== ===========
See Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
<TABLE>
ENTERGY POWER DEVELOPMENT CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31,
1994 1993 1992
<S> <C> <C> <C>
REVENUES:
Equity in earnings (losses) of unconsolidated subsidiaries ($312,310) $1,010,000 $-
Interest income 777,155 407,444 -
----------- ---------- --
Total 464,845 1,417,444 -
----------- ---------- --
EXPENSES:
Amortization 644,640 639,868 -
Outside services 2,967,913 14,087 -
Active development cost 2,129,644 - -
Administrative and general 5,665,727 449 -
Taxes other than income 2,867 500 -
----------- ---------- --
Total 11,410,791 654,904 -
----------- ---------- --
INCOME (LOSS) BEFORE INCOME TAXES (10,945,946) 762,540 -
----------- ---------- --
PROVISION FOR (BENEFIT OF) TAXES:
Income taxes- federal (3,032,666) 1,182 -
Income taxes- state (372,640) (8,088) -
Deferred income taxes- federal (554,821) 249,694 -
Deferred income taxes- state (280,816) 53,840 -
----------- ---------- --
Total (4,240,943) 296,628 -
----------- ---------- --
NET INCOME (LOSS) ($6,705,003) $465,912 $-
=========== ========== ==
See Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
<TABLE>
ENTERGY POWER DEVELOPMENT CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CAPITALIZATION
<CAPTION>
For the Years Ended December 31,
1994 1993 1992
<S> <C> <C> <C>
Common Stock , January 1, $25,000,000 $25,000,000 -
Shares sold to parent 61,000,000 - 25,000,000
----------- ----------- -----------
Common Stock, December 31, 86,000,000 25,000,000 25,000,000
----------- ----------- -----------
Retained Earnings, January 1, 465,912 - -
Net Income (Loss) (6,705,003) 465,912 -
----------- ----------- -----------
Retained Earnings (Accumulated Deficit)
at December 31, (6,239,091) 465,912 -
----------- ----------- -----------
Total Capitalization $79,760,909 $25,465,912 $25,000,000
=========== =========== ===========
See Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
<TABLE>
ENTERGY POWER DEVELOPMENT CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
For the Years Ended December 31,
1994 1993 1992
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net Income (Loss) ($6,705,003) $465,912 -
Noncash items included in net income:
Equity in earnings (loss) of Richmond Power 312,310 (1,010,000) -
Enterprises LP
Amortization 644,640 639,868 -
Deferred income taxes 835,637 303,534 -
Changes in working capital:
Accounts receivable 5,096 (5,096) -
Accounts payable 6,445,013 (549,343) 712,128
Income tax payable 46,459 -
Income tax receivable (4,746,291) (578,922) -
Interest receivable (21,150) (3,002) -
----------- ----------- -----------
Net cash provided by (used in) in operating activities (3,183,289) (737,049) 712,128
----------- ----------- -----------
INVESTING ACTIVITIES:
Investment returned - 1,250,000 -
Investment in The Hub River Power Company, Limited (50,041,846) - (12,500,000)
Active development costs (5,073,074)
Organization costs (162,346) 37,812
Acquisition of equipment (300,838) (712,128)
----------- ----------- -----------
Net cash provided by (used in) by investing activities (55,578,104) 1,287,812 (13,212,128)
----------- ----------- -----------
FINANCING ACTIVITIES:
Issuance of common stock 61,000,000 - 25,000,000
----------- ----------- -----------
Net cash provided by financing activities 61,000,000 - 25,000,000
----------- ----------- -----------
Net change in cash and temporary cash investments 2,238,607 550,763 12,500,000
Cash and temporary cash investments at beginning of year 13,050,763 12,500,000 -
----------- ----------- -----------
Cash and temporary cash investments at end of year $15,289,370 $13,050,763 $12,500,000
=========== =========== ===========
Supplemental Disclosure of Cash Flow Information
Cash paid (received) during the period for:
Income taxes ($376,747) $572,016 -
See Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
ENTERGY POWER DEVELOPMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Entergy Power Development Corporation (the Company) is a
wholly owned subsidiary of Entergy Corporation (Entergy)
chartered in 1992. The Company was created as an Exempt
Wholesale Generator (EWG) holding company under the
provisions of the Energy Act and owns three subsidiaries,
Entergy Richmond Power Corporation, Entergy Pakistan, LTD.,
and Entergy Power Asia, LTD., which are also EWG's.
Entergy Richmond Power Corporation, chartered in 1992, owns
a 50% interest in Richmond Power Enterprises LP (RPELP),
which owns a 250-MW gas-fired, combined-cycle independent
power plant in Richmond, Virginia. Entergy Pakistan, LTD,
which was chartered in 1994, owns a 10% interest in The Hub
River Power Company Limited (HUB), which is constructing an
electric generating station near Karachi, Pakistan. Entergy
Power Asia, LTD., also chartered in 1994, was organized
primarily to invest in projects in China. As of December
31, 1994, no such investments had been made.
System of Accounts
The accompanying financial statements include the accounts
of the Company and its direct subsidiaries, Entergy Richmond
Power Corporation, Entergy Pakistan, LTD. and Entergy Power
Asia, LTD. All significant intercompany transactions have
been eliminated. The accounts of the Company are maintained
in accordance with the system of accounts prescribed by the
Securities and Exchange Commission (SEC).
Active Development Costs
The Company incurs certain cost in evaluating various
investment projects. For those projects which the Company
believes an investment is probable, costs paid to outside
parties, such as legal, engineering and accounting fees, are
capitalized and charged to the cost of the investment and
amortized over the life of the investment.
Depreciation and Amortization
Depreciation of RPELP's power plant is computed on the
straight-line method over the estimated useful life. Excess
of purchase price over book value of the Company's
investment in RPELP (net amortized balance of $10,609,000
at December 31, 1994) is being amortized over a 23 year
period. The Company anticipates that the future revenue
from its investment will be adequate to recover the balance
of the excess purchase price over book value. Capitalized
costs incurred in the organization of the Company and it's
subsidiaries are amortized over a five year period.
Furniture, Fixtures and Equipment
Furniture, Fixtures and Equipment consists of office and
computer equipment to be used in Entergy Power Asia's office
in the city of Hong Kong. The amounts are stated at cost
and will be depreciated using an accelerated method over the
estimated useful lives (generally ranging from 3 to 7
years).
Cash and Cash Equivalents
All unrestricted highly liquid debt instruments purchased
with an original maturity of three months or less are
considered to be cash equivalents.
Concentration of Credit Risk
Financial instruments which potentially subject the Company
to concentration of credit risk are primarily cash and cash
equivalents. The Company's cash and cash equivalents which
are primarily held in one insured institution are in excess
of federally insured amounts.
Foreign Currency
The Company's primary functional currency is the U.S. dollar
and all significant assets and liabilities are denominated
in U.S. dollars. Income and expense accounts are translated
at average exchange rates prevailing at the time of receipt
or disbursement. There were no material translation
adjustments reflected in the statement of operations.
NOTE 2. INCOME TAXES
Effective January 1, 1993, the Company adopted Statement of
Financial Accounting Standards No. 109, "Accounting for Income
Taxes" (FAS 109). This new standard requires that deferred
income taxes be recorded for all temporary differences between
the book and tax basis of assets and liabilities and carry
forwards, and that deferred tax balances be based on enacted
tax laws at tax rates that are expected to be in effect when
the temporary differences reverse. Since the Company was
formed in December 1992, there was no cumulative effect of the
adoption of FAS 109.
The Company joins its parent and the other Entergy subsidiaries
in filing a consolidated Federal income tax return. Income
taxes (or benefits) are allocated to the Company in proportion
to its contribution to consolidated taxable income. The
Company's deferred taxes relate primarily to differences
between the book and tax basis of RPELP's power plant and
organization costs.
In 1994 and 1993 the Company's effective income tax rate was
33% and 39%, respectively. The difference between the
effective rate and the statutory rate of 35% relates primarily
to the effect of state income taxes.
As of December 31, 1994, the Company had $11.9 million, of
federal and state net operating loss carryforwards which begin
to expire in 2008. The Company has realized benefits of the
federal net operating loss in its consolidated return and this
benefit is recorded in the financial statements as income tax
receivable from the consolidated group. A valuation reserve of
approximately $40,000 has been recorded for the effects of
state net operating loss carryforwards as it is more likely
than not, as defined in FAS 109, that the benefit of the state
net operating loss carryforwards will not be realized.
The Company files a consolidated Arkansas state income tax
return with certain other Entergy subsidiaries.
NOTE 3. COMMON STOCK
The Company is authorized, by its Charter, to issue 100,000
shares of its common stock. During 1992, the Company sold
25,000 shares, of its common stock to Entergy at $1,000 per
share. The proceeds of this sale were used primarily to fund
the Company's investment in RPELP.
During 1994, the Company sold an additional 61,000 shares of
its common stock to Entergy at $1,000 per share. The proceeds
of this sale were used primarily to fund the Company's
investment in HUB.
NOTE 4. INVESTMENT IN RICHMOND POWER ENTERPRISES LP
Entergy Richmond Power Corporation was organized in December
1992 for the primary purpose of acquiring a 50% interest in
RPELP. RPELP is jointly-owned and operated by the
Enron Power Corporation (Enron), a developer of independent
power projects. RPELP has a 25-year contract to sell
electricity to Virginia Electric and Power Company (VEPCO).
The Company's investment in RPELP is recorded on the equity
basis.
Entergy Corporation has been notified by Enron that prior to
1994 the facility did not meet the Federal Energy Regulatory
Commission (FERC) efficiency test to maintain qualifying
facility status as required by the contract with VEPCO. Enron
has indicated that the facility has met the test in 1994. The
failure to meet the test prior to 1994 could result in a
potential default under the VEPCO contract. However, Entergy
Richmond Power Corporation, Enron and VEPCO are currently
involved in negotiations to amend the contract to resolve this
issue. Management believes that no liability will result to
the Company from the potential default under this contract.
Summarized financial information of RPELP during the periods of
Entergy Richmond Power Corporation's investment is as follows
(in thousands):
1994 1993 1992
Net plant $120,165 $124,212 $127,670
Current and other assets $ 22,019 $ 18,873 $ 16,864
Long-term debt $ 5,351 $127,901 $133,718
Current and other liabilities $136,094 $ 13,902 $ 8,938
Revenue $ 42,086 $ 36,823 $ -
Net income(loss) $ (543) $ 1,945 $ -
NOTE 5. INVESTMENT IN THE HUB RIVER POWER COMPANY, LIMITED
(HUB)
In 1994, the Company, through a new subsidiary, Entergy
Pakistan, Ltd., acquired a 10% interest in HUB. HUB is
building a four unit, 1,300 MW oil-fired steam electric
generating facility located near Karachi, Pakistan at the mouth
of the Hub River. The project is currently under construction
with the first unit scheduled for completion in June 1996 and
the fourth unit scheduled for completion in March 1997. The
total project cost is approximately $1.6 billion. The power is
sold to the state owned utility under a 30 year power purchase
agreement. All actions at Pakistani agencies are guaranteed by
the Government of Pakistan. Entergy's initial investment to
acquire its 10% interest in the consortium was $50.1 million,
net of a $750,000 commission received from HUB. The Company
has not made any further financial commitments to this project.
NOTE 6. SUBSEQUENT EVENT
On March 31, 1995, the Company entered into an agreement with
Enron to acquire a 20% interest in the Dabhol Power Project
(Project). Affiliates of General Electric and Bechtel
Corporation are the other current participants in the Project.
The Project, located approximately 100 miles south of Bombay in
the State of Maharashtra, India, is a 695 megawatt combined
cycle facility which will burn distillate as its fuel. The
Project is fully financed and under construction with
commercial operation expected by the end of 1997. At the time
of commercial operations the Company will have invested
approximately $90 million in the Project. In addition the
Company has committed to cover its pro rata share of cost
overruns up to approximately $30 million, if they are incurred.
Exhibit I-3
ENTERGY PAKISTAN, LTD.
FINANCIAL STATEMENTS
TABLE OF CONTENTS
DESCRIPTION PAGE NO.
Report of Independent Accountants 1
Balance Sheet 2
Statement of Operations 3
Statement of Capitalization 4
Statement of Cash Flows 5
Notes to Financial Statements 6 - 8
<PAGE>
Report of Independent Accountants
To the Board of Directors and Shareholder of
Entergy Pakistan, Ltd.
We have audited the accompanying balance sheet of Entergy
Pakistan, Ltd. as of December 31, 1994, and the related
statements of operations, capitalization and cash flows for the
period from August 19, 1994 through December 31, 1994. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Entergy Pakistan, Ltd. as of December 31, 1994, and the
results of its operations and its cash flows for the period from
August 19, 1994 through December 31, 1994 in conformity with
generally accepted accounting principles.
/s/ Coopers & Lybrand
New Orleans, Louisiana
February 21, 1995
<PAGE>
ENTERGY PAKISTAN, LTD.
BALANCE SHEET
DECEMBER 31, 1994
ASSETS
INVESTMENTS:
Investment in The Hub River Power Company, Limited $50,041,846
CURRENT ASSETS:
Cash 242,369
DEFERRED DEBITS AND OTHER ASSETS:
Organization costs 157,566
-----------
TOTAL $50,441,781
===========
LIABILITIES AND CAPITALIZATION
CAPITALIZATION :
Common stock, $1.00 par value,authorized 1,000 shares;
issued and outstanding 500 shares $500
Additional paid-in capital 49,999,500
Retained earnings 71,983
-----------
Total 50,071,983
-----------
CURRENT LIABILITIES:
Accounts payable - associated companies 323,339
Income taxes payable 46,459
-----------
Total 369,798
-----------
Commitments and contingencies (Note 1)
TOTAL $50,441,781
===========
See Notes to Financial Statements
<PAGE>
ENTERGY PAKISTAN, LTD.
STATEMENT OF OPERATIONS
FOR THE PERIOD AUGUST 19, 1994 THROUGH DECEMBER 31, 1994
REVENUES:
Interest income $131,198
--------
Total 131,198
--------
EXPENSES:
Amortization 4,779
Administrative and general 7,977
--------
Total 12,756
--------
INCOME BEFORE INCOME TAXES 118,442
--------
PROVISION FOR INCOME TAXES:
Current income taxes- Federal 38,760
Current income taxes- State 7,699
--------
Total 46,459
--------
NET INCOME $71,983
========
See Notes to Financial Statements
<PAGE>
ENTERGY PAKISTAN, LTD.
STATEMENT OF CAPITALIZATION
FOR THE PERIOD AUGUST 19, 1994 THROUGH DECEMBER 31, 1994
Common Stock, August 19, 1994 -
Shares sold to parent $500
-----------
Common Stock, December 31, 1994 500
-----------
Additional Paid-in Capital, August 19, 1994 -
Shares sold to parent 49,999,500
-----------
Additional Paid-in Capital, December 31, 1994 49,999,500
-----------
Retained Earnings, August 19, 1994 -
Net Income 71,983
-----------
Retained Earnings, December 31, 1994 71,983
-----------
Total Capitalization $50,071,983
===========
See Notes to Financial Statements
<PAGE>
ENTERGY PAKISTAN, LTD.
STATEMENT OF CASH FLOWS
FOR THE PERIOD AUGUST 19, 1994 THROUGH DECEMBER 31, 1994
OPERATING ACTIVITIES:
Net Income $71,983
Noncash items included in net income:
Amortization 4,779
Changes in working capital:
Accounts payable - associated companies 323,339
Income tax payable 46,459
-----------
Net cash provided by operating activities 446,560
-----------
INVESTING ACTIVITIES:
Investment in The Hub River Power Company, Limited (50,041,846)
Organization costs (162,345)
-----------
Net cash used in investing activities (50,204,191)
-----------
FINANCING ACTIVITIES:
Sale of common stock 50,000,000
-----------
Net cash provided by financing activities 50,000,000
-----------
Net change in cash 242,369
Cash at beginning of year -
-----------
Cash at end of year $242,369
===========
See Notes to Financial Statements
<PAGE>
ENTERGY PAKISTAN, LTD.
NOTES TO FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Entergy Pakistan, LTD. (the Company), incorporated in
the U.S., was first authorized to conduct business on
August 19, 1994. The Company, a wholly owned
subsidiary of Entergy Power Development Corporation, is
an indirect wholly owned subsidiary of Entergy
Corporation (Entergy). The Company, an "Exempt
Wholesale Generator" (EWG), owns a 10% interest in The
Hub River Power Company, Limited (HUB). The Company's
investment in HUB is carried at cost.
HUB is constructing a four unit, 1,300 MW oil-fired
steam electric generating facility located near Karachi,
Pakistan at the mouth of the Hub River. The project is
currently under construction with the first unit
scheduled for completion in June 1996 and the fourth
unit scheduled for completion in March 1997. The total
project cost is approximately $1.6 billion. The power
is sold to the state owned utility under a 30 year power
purchase agreement. All required actions of Pakistani
agencies are guaranteed by the Government of Pakistan.
Entergy's initial investment to acquire its 10% interest
in the consortium was $50.1 million net of a $750,000
commission received from HUB. The Company has not made
any further financial commitments to this project.
Regulation
The Company is an EWG as defined in The Energy Policy
Act of 1992 section 32. The Company, as a subsidiary of
Entergy Corporation, which is a registered public
utility holding company under the Public Utility
Holding Company Act of 1935, as amended (PUHCA), is
subject to the broad regulatory provisions of PUHCA,
which requires, among other things, Securities and
Exchange Commission (SEC) approval for certain
transactions, except as exempted under the provisions
of the Energy Policy Act of 1992 cited above.
Cash and Cash Equivalents
The Company considers cash on hand, deposits in banks
and all unrestricted highly liquid debt instruments
with an original maturity of three months or less to
be cash equivalents.
Concentration of Credit Risk
Financial instruments which potentially subject the
Company to concentration of credit risk are primarily
cash and cash equivalents. The Company's cash and cash
equivalents which are primarily held in one insured
institution are in excess of federally insured amounts.
Amortization
Certain costs were incurred for the organization of the
Company and are being amortized using the straight-line
method over a five year period.
Foreign Currency
The Company's primary functional currency is the U.S.
dollar. All significant assets and liabilities are
denominated in U.S. dollars. Income and expense
accounts are translated at average exchange rates
prevailing at the time of receipt or disbursement.
There were no material translation adjustments
reflected in the statement of operations.
NOTE 2. INCOME TAXES
The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" (FAS 109). This standard
requires that deferred income taxes be recorded for all
temporary differences between the tax and financial
statement basis of assets and liabilities and for certain
carryforward items. Deferred tax balances are based on
enacted tax laws at tax rates that are expected to be in
effect when the temporary differences reverse.
The Company joins its parent and the other Energy
subsidiaries in filing a consolidated Federal income tax
return. Income taxes (or benefits) are allocated to the
Company in proportion to its contribution to consolidated
taxable income. As of December 31, 1994, there were no
significant temporary differences between the tax basis
and financial statement basis of its assets and
liabilities. The Company files a consolidated Arkansas
state income tax return with certain other Entergy
companies.
In 1994, the Company's effective federal income tax rate
was 39%, compared to the statutory federal income tax rate
of 35%. The primary reason for the difference between the
effective income tax rate and the statutory income tax
rate relate to state income taxes.
NOTE 3. COMMON STOCK
The Company is authorized, by its Charter, to issue 1,000
shares of its common stock. During 1994, the Company sold
500 shares of its common stock to Entergy Power
Development Corporation at $100,000 per share. The
proceeds of this sale were used primarily to fund the
Company's investment in HUB.
Exhibit I-4
ENTERGY RICHMOND POWER CORPORATION
FINANCIAL STATEMENTS
TABLE OF CONTENTS
DESCRIPTION PAGE NO.
Report of Independent Accountants 1
Balance Sheets 2
Statements of Operations 3
Statements of Capitalization 4
Statements of Cash Flows 5
Notes to Financial Statements 6 - 8
<PAGE>
Report of Independent Accountants
To the Board of Directors and Shareholder of
Entergy Richmond Power Corporation
We have audited the accompanying balance sheet of Entergy
Richmond Power Corporation as of December 31, 1994, and the
related statements of operations, capitalization and cash flows
for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on
our audit. The financial statements of the Company as of
December 31, 1993 and for the years ended December 31, 1993 and
1992, were audited by other auditors, whose report, dated
December 6, 1994, included an explanatory paragraph which
discussed an uncertainty relating to the Company's equity
investee's power sales contract (Note 4.)
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the 1994 financial statements referred to above
present fairly, in all material respects, the financial position
of Entergy Power Richmond Corporation as of December 31, 1994,
and the results of its operations and its cash flows for the year
then ended in conformity with generally accepted accounting
principles.
/s/ Coopers & Lybrand L.L.P.
New Orleans, Louisiana
February 21, 1995
<PAGE>
<TABLE>
ENTERGY RICHMOND POWER CORPORATION
BALANCE SHEETS
<CAPTION>
December 31,
ASSETS 1994 1993
<S> <C> <C>
INVESTMENTS:
Investment in Richmond Power
Enterprises LP $10,937,690 $11,755,000
----------- -----------
CURRENT ASSETS:
Cash 834,640 1,105
Temporary cash investments - 1,137,935
----------- -----------
Total cash and temporary cash investments 834,640 1,139,040
Accounts receivable:
Associated companies - 95,000
Other - 96
Interest receivable - 3,002
----------- -----------
Total 834,640 1,237,138
----------- -----------
DEFERRED DEBITS
Organization costs, net 392,245 522,990
Income tax receivable 2,051,664 666,785
----------- -----------
Total 2,443,909 1,189,775
----------- -----------
TOTAL $14,216,239 $14,181,913
=========== ===========
LIABILITIES AND CAPITALIZATION
CAPITALIZATION:
Common stock, no par value, 13,500 shares issued
and outstanding $13,500,000 $13,500,000
Retained earnings (Accumulated deficit) (1,139,882) 236,863
----------- -----------
Total 12,360,118 13,736,863
COMMITMENTS AND CONTINGENCIES
CURRENT LIABILITIES:
Accounts payable:
Associated companies - 86,281
Other - 55,235
----------- -----------
Total - 141,516
----------- -----------
DEFERRED CREDITS:
Accumulated deferred income taxes 1,856,121 303,534
----------- -----------
TOTAL $14,216,239 $14,181,913
=========== ===========
See Notes to Financial Statements
</TABLE>
<PAGE>
<TABLE>
ENTERGY RICHMOND POWER CORPORATION
STATEMENTS OF OPERATIONS
<CAPTION>
For the Years Ended December 31,
1994 1993 1992
<S> <C> <C> <C>
REVENUES:
Equity in Earnings(Loss) of Richmond Power
Enterprises LP ($312,310) $1,010,000 $
Interest and other income 52,460 27,732 -
--------- ---------- --
Total (259,850) 1,037,732 -
--------- ---------- --
EXPENSES:
Amortization 635,745 635,752 -
Outside services - 14,087 -
Taxes other than income 329 198 -
Administrative and general 864 30 -
--------- ---------- --
Total 636,938 650,067 -
--------- ---------- --
INCOME(LOSS) BEFORE INCOME TAXES (896,788) 387,665 -
--------- ---------- --
PROVISION FOR (BENEFIT OF) TAXES:
Income taxes- Federal (1,155,175) (122,152) -
Income taxes- state - (30,580) -
Deferred income taxes- federal 860,132 249,694 -
Deferred income taxes- state - 53,840 -
--------- ---------- --
Total (295,043) 150,802 -
--------- ---------- --
NET INCOME (LOSS) ($601,745) $236,863 $-
--------- ---------- --
See Notes to Financial Statements
</TABLE>
<PAGE>
<TABLE>
ENTERGY RICHMOND POWER CORPORATION
STATEMENTS OF CAPITALIZATION
<CAPTION>
For the Years Ended December 31,
1994 1993 1992
<S> <C> <C> <C>
Common Stock, January 1, $13,500,000 $13,500,000 -
Shares sold to parent - - $13,500,000
----------- ----------- -----------
Common Stock, December 31, 13,500,000 13,500,000 13,500,000
----------- ----------- -----------
Retained Earnings, January 1, 236,863 - -
Net Income(Loss) (601,745) 236,863 -
Less: Dividends paid to parent (775,000) - -
----------- ----------- -----------
Retained Earnings(Accumulated Deficit), December 31, (1,139,882) 236,863 -
----------- ----------- -----------
Total Capitalization $12,360,118 $13,736,863 $13,500,000
=========== =========== ===========
See Notes to Financial Statements
</TABLE>
<PAGE>
<TABLE>
ENTERGY RICHMOND POWER CORPORATION
STATEMENTS OF CASH FLOWS
<CAPTION>
For the Years Ended December 31,
1994 1993 1992
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net Income ($601,745) $236,863 $-
Noncash items included in net income:
Equity in earnings (loss) of Richmond Power
Enterprises LP 312,310 (1,010,000) -
Amortization 635,745 635,752 -
Deferred income taxes 860,132 303,534 -
Changes in working capital:
Accounts receivable 95,096 (95,096) -
Accounts payable (141,516) (535,409) 676,925
Income tax receivable (692,424) (666,785) -
Other current assets 3,002 (3,002) -
--------- ---------- -----------
Net cash provided (used) in operating activities 470,600 (1,134,143) 676,925
--------- ---------- -----------
INVESTING ACTIVITIES:
Investment returned - 1,250,000 -
Investment in nonregulated properties - - (12,500,000)
Organization costs - 23,183 (676,925)
--------- ---------- -----------
Net cash provided (used) in investing activities - 1,273,183 (13,176,925)
--------- ---------- -----------
FINANCING ACTIVITIES:
Dividends paid (775,000) - -
Issuance of common stock - - 13,500,000
--------- ---------- -----------
Net cash provided (used) in financing activities (775,000) - 13,500,000
--------- ---------- -----------
Net change in cash and temporary cash investments (304,400) 139,040 1,000,000
Cash and temporary cash investments at beginning of year 1,139,040 1,000,000 -
--------- ---------- -----------
Cash and temporary cash investments at end of year $834,640 $1,139,040 $1,000,000
========= ========== ===========
Supplemental Disclosure of Cash Flow Information
Cash paid (received) during the period for:
Income taxes ($462,751) $514,053 -
See Notes to Financial Statements
</TABLE>
<PAGE>
ENTERGY RICHMOND POWER CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Entergy Richmond Power Corporation (the Company) is an
indirect wholly owned subsidiary of Entergy Corporation
(Entergy) chartered in 1992. The Company, an Exempt
Wholesale Generator, owns a 50% interest in Richmond Power
Enterprises LP (RPELP), which owns a 250-MW gas-fired,
combined-cycle independent power plant in Richmond,
Virginia.
Depreciation and Amortization
Depreciation of RPELP's power plant is computed on the
straight-line method over the estimated useful life. Excess
of purchase price over book value of the Company's
investment in RPELP (net amortized balance of $10,609,000 at
December 31, 1994) is being amortized over a 23 year period.
The Company anticipates that the future revenue from its
investment will be adequate to recover the balance of the
excess purchase price over book value. Capitalized costs
incurred in the organization of the Company are amortized
over a five year period.
Cash and Cash Equivalents
All unrestricted highly liquid debt instruments purchased
with an original maturity of three months or less are
considered to be cash equivalents.
Concentration of Credit Risk
Financial instruments which potentially subject the Company
to concentration of credit risk are primarily cash and cash
equivalents. The Company's cash and cash equivalents which
are primarily held in one insured institution are in excess
of federally insured amounts.
NOTE 2. INCOME TAXES
Effective January 1, 1993, the Company adopted Statement of
Financial Accounting Standards No. 109, "Accounting for Income
Taxes" (FAS 109). This new standard requires that deferred
income taxes be recorded for all temporary differences between
the book and tax basis of assets and liabilities and carry
forwards, and that deferred tax balances be based on enacted
tax laws at tax rates that are expected to be in effect when
the temporary differences reverse. Since the Company was
formed in December 1992, there was no cumulative effect of the
adoption of FAS 109.
The Company joins its parent and the other Entergy subsidiaries
in filing a consolidated Federal income tax return. Income
taxes (or benefits) are allocated to Entergy Richmond Power in
proportion to its contribution to consolidated taxable income.
The Company's deferred taxes relate primarily to differences
between the book and tax basis of RPELP's power plant and
organization costs.
In 1994 and 1993 the Company's effective income tax rate was
33% and 39%, respectively. The difference between the
effective rate and the statutory rate of 35% relates primarily
to the effect of state income taxes.
As of December 31, 1994, the Company had $6.2 million of
federal and state net operating loss carryforwards which begin
to expire in 2008. The Company has realized benefits of the
federal net operating loss in its consolidated Federal income
tax return and this benefit is recorded in the financial
statements as an income tax receivable from the consolidated
group. A valuation reserve of approximately $40,000 has been
recorded for the effects of state net operating loss
carryforwards as it is more likely than not, as defined in FAS
109, that the benefit of the state net operating loss
carryforwards will not be realized.
NOTE 3. COMMON STOCK
The Company is authorized, by its Charter, to issue 25,000
shares of its common stock. During 1992, the Company sold
13,500 shares of its common stock to Entergy Power Development
Corporation at $1,000 per share. The proceeds of this sale
were used primarily to fund the Company's investment in RPELP.
NOTE 4. INVESTMENT IN RICHMOND POWER ENTERPRISES LP
The Company was organized in December 1992 primarily for the
purpose of acquiring a 50% interest in RPELP. RPELP is
jointly-owned and operated by the Enron Power Corporation
("Enron"), a developer of independent power projects. RPELP
has a 25-year contract to sell electricity to Virginia Electric
and Power Company ("VEPCO"). The Company's investment in RPELP
is recorded on the equity basis.
Entergy Corporation has been notified by Enron that prior to
1994 the facility did not meet the Federal Energy Regulatory
Commission ("FERC") efficiency test to maintain qualifying
facility status as required by the contract with VEPCO. Enron
has indicated that the facility has met the test in 1994. The
failure to meet the test prior to 1994 could result in a
potential default under the VEPCO contract. However, the
Company, Enron and VEPCO are currently involved in negotiations
to amend the contract to resolve this issue. Management
believes that no liability will result to the Company from
the potential default under this contract.
Summarized financial information of RPELP during the periods of
the Company's investment is as follows (in thousands):
1994 1993 1992
Net plant $120,165 $124,212 $127,670
Current and other assets $ 22,019 $ 18,873 $ 16,864
Long-term debt $ 5,351 $127,901 $133,718
Current and other liabilities $ 36,094 $ 13,902 $ 8,938
Revenues $ 42,086 $ 36,823 $ -
Net income (loss) $ (543) $ 1,945 $ -
Exhibit I-5
ENTERGY TRANSENER S.A.
FINANCIAL STATEMENTS
TABLE OF CONTENTS
DESCRIPTION PAGE NO.
Report of Independent Accountants 1
Balance Sheets 2
Statements of Operations 3
Statements of Capitalization 4
Statements of Cash Flows 5
Notes to Financial Statements 6 - 7
<PAGE>
Report of Independent Accountants
To the Board of Directors and Shareholder of
Entergy Transener, S.A.
We have audited the accompanying balance sheet of Entergy
Transener, S.A. as of December 31, 1994, and the related statements
of operations, capitalization and cash flows for the year then
ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit. The
financial statements of the Company as of December 31, 1993 and
for the period from May 26, 1993 to December 31, 1993 were
audited by other auditors, whose report, dated December 6, 1994,
expressed an unqualified opinion on those financial statements.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the 1994 financial statements referred to above
present fairly, in all material respects, the financial position
of Entergy Transener, S.A. as of December 31, 1994, and the
results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting
principles.
/s/ Coopers & Lybrand
New Orleans, Louisiana
February 21, 1995, except for the last
paragraph of Note 4 as to which the
date is March 21, 1995
<PAGE>
<TABLE>
ENTERGY TRANSENER S.A.
BALANCE SHEETS
<CAPTION>
December 31,
ASSETS 1994 1993
<S> <C> <C>
INVESTMENTS:
Investment in associated company $18,513,581 $18,513,581
----------- -----------
CURRENT ASSETS:
Cash and cash equivalents 3,820,646 50,028
Interest receivable 2,222 -
Accounts receivable - associated companies 572,656 1,939,579
----------- -----------
Total 4,395,524 1,989,607
----------- -----------
TOTAL $22,909,105 $20,503,188
=========== ===========
LIABILITIES AND CAPITALIZATION
CAPITALIZATION:
Common stock, $1.00 par value, 11,999 shares
issued and outstanding $11,999 $11,999
Additional paid-in capital 20,488,001 20,488,001
Retained earnings 2,239,971 3,188
----------- -----------
Total 22,739,971 20,503,188
----------- -----------
CURRENT LIABILITIES:
Other taxes payable 23,500 -
Income taxes payable 145,634 -
----------- -----------
169,134 -
----------- -----------
Commitments and Contingencies (Notes 4 and 5)
TOTAL $22,909,105 $20,503,188
=========== ===========
See Notes to Financial Statements
</TABLE>
<PAGE>
<TABLE>
ENTERGY TRANSENER S.A.
STATEMENTS OF OPERATIONS
<CAPTION>
For the Year Ended December 31, 1994 and
the period from May 26 to December 31, 1993
1994 1993
<S> <C> <C>
REVENUES:
Interest and other income $58,301 $3,188
Service income from nonassociated companies 783,336 -
Dividend income 1,752,377 -
---------- ------
Total 2,594,014 3,188
---------- ------
EXPENSES:
Administrative and general 26,237 -
Taxes other than income 123,391 -
---------- ------
Total 149,628 -
---------- ------
INCOME BEFORE INCOME TAXES 2,444,386 3,188
Current income taxes 207,603 -
---------- ------
NET INCOME $2,236,783 $3,188
========== ======
See Notes to Financial Statements
</TABLE>
<PAGE>
<TABLE>
ENTERGY TRANSENER S.A.
STATEMENTS OF CAPITALIZATION
<CAPTION>
For the Year Ended December 31, 1994 and
the period from May 26 to December 31, 1993
1994 1993
<S> <C> <C>
Common Stock, beginning of the period $11,999 -
Shares sold to parent - $11,999
----------- -----------
Common Stock, December 31 $11,999 $11,999
----------- -----------
Additional paid-in capital, beginning of the period $20,488,001 -
Shares sold to parent - $20,488,001
----------- -----------
Additional Paid-in Capital, December 31 $20,488,001 $20,488,001
----------- -----------
Retained Earnings, beginning of the period $3,188 -
Net Income 2,236,783 $3,188
----------- -----------
Retained Earnings, December 31 2,239,971 3,188
----------- -----------
Total Capitalization $22,739,971 $20,503,188
=========== ===========
See Notes to Financial Statements
</TABLE>
<PAGE>
<TABLE>
ENTERGY TRANSENER S.A.
STATEMENTS OF CASH FLOWS
For the Year Ended December 31, 1994 and
the period from May 26 to December 31, 1993
1994 1993
<S> <C> <C>
OPERATING ACTIVITIES:
Net Income $2,236,783 $3,188
Changes in working capital:
Interest receivable (2,222) -
Accounts receivable - associated companies 1,366,923 (1,939,579)
Other taxes payable 23,500
Income taxes payable 145,634
---------- -----------
Net cash provided by (used) in operating activities 3,770,618 (1,936,391)
---------- -----------
INVESTING ACTIVITIES:
Investment in associated company - (18,513,581)
---------- -----------
Net cash used in investing activities - (18,513,581)
---------- -----------
FINANCING ACTIVITIES:
Sale of common stock - 20,500,000
---------- -----------
Net cash provided by financing activities - 20,500,000
---------- -----------
Net change in cash and cash equivalents 3,770,618 50,028
Cash and cash equivalents at beginning of year 50,028 -
---------- -----------
Cash and cash equivalents at end of year $3,820,646 $50,028
========== ===========
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Income taxes $61,969 -
See Notes to Financial Statements
</TABLE>
<PAGE>
ENTERGY TRANSENER, S.A.
NOTES TO FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Entergy Transener S.A. (Entergy Transener), is a wholly
owned subsidiary of Entergy Corporation chartered on
May 26, 1993. Entergy Transener owns 15% of Citilec
S.A. (an investment company) with other nonaffiliated
companies. Citilec S.A. acquired a 65% interest in a
transmission system (Transener S.A.) providing service
in the Republic of Argentina. Transener S.A. owns and
operates a major system of high voltage transmission
lines and consists of over 6,800 kilometers (4,250
miles) of 500 kV and 560 kilometers (356 miles) of 220
kV transmission lines. Transener S.A. must allow
access to system users whenever there is available
capacity in its facilities. The system serves most of
the Republic of Argentina. Entergy Transener's
investment in Citilec S.A. is carried at cost.
Regulation
Entergy Transener is a "Foreign Utility Company" as
defined in The Energy Policy Act of 1992 section
33(a)(3). Entergy Transener, as a subsidiary of
Entergy Corporation, which is a registered public
utility holding company under the Public Utility
Holding Company Act of 1935, as amended (PUHCA), is
subject to the broad regulatory provisions of PUHCA,
which requires, among other things, Securities and
Exchange Commission (SEC) approval for certain
transactions, except as exempted under the provisions
of the Energy Policy Act of 1992 cited above.
Foreign Currency
Entergy Transener's primary functional currency is the
U.S. dollar. All significant assets and liabilities
are denominated in U.S. dollars. Income and expense
accounts are translated at average exchange rates
prevailing at the time of receipt or disbursement.
There were no material translation adjustments
reflected in the statement of operations.
Cash and Cash Equivalents
The Company considers cash on hand, deposits in banks,
temporary investments and all unrestricted highly
liquid debt instruments with an original maturity of
three months or less to be cash equivalents.
Concentration of Credit Risk
Financial instruments which potentially subject the
Company to concentration of credit risk are primarily
cash and cash equivalents. The Company's cash and cash
equivalents which are primarily held in one insured
institution are in excess of federally insured amounts.
NOTE 2. INCOME TAXES
Entergy Transener accounts for income taxes in accordance
with Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" (FAS 109). This standard
requires that deferred income taxes be recorded for all
temporary differences between the tax and financial
statement basis of assets and liabilities and for certain
carryforward items. Deferred tax balances are based on
enacted tax law at tax rates that are expected to be in
effect when the temporary differences reverse.
Entergy Transener files its income tax returns in
Argentina. During 1994 there were no significant
temporary differences between the tax basis and financial
statement basis of its assets and liabilities.
In 1994, Entergy Transener's effective income tax rate was
8.5%, compared to the statutory Argentina income tax rate
of 30%. The primary reason for the difference between the
effective income tax rate and the statutory income tax
rate is that Entergy Transener's dividends received from
Citilec S.A. are not taxable for Argentina income tax
purposes.
NOTE 3. COMMON STOCK
Entergy Transener is authorized, by its Charter, to issue
2,212,000 shares of its common stock. During 1993,
Entergy Transener sold 11,999 shares of its common stock
($1.00 par value) to Entergy Corporation for $20,500,000.
The proceeds of this sale were used primarily to fund
Entergy Transener's participation in a consortium with
other nonaffiliated companies to acquire an interest in
Transener S.A.
NOTE 4. COMMITMENTS AND CONTINGENCIES
Citilec S.A. has bank loans that mature in April 1995 and
other bank loans which will mature in June 1995. Due to
current economic conditions in the Republic of Argentina,
Citilec S.A. has chosen not to enter into long-term
refinancing of these loans at this time. To fund the
repayment of the bank loans maturing in April 1995,
Citilec S.A. obtained temporary financing from its
investors.
On September 14, 1994, Entergy Transener entered into an
Irrevocable Letter of Credit with the Bank of America in
favor of the First National Bank of Boston for an
aggregate amount up to but not exceeding $4,150,000,
expiring on July 14, 1995. The letter of credit
collateralizes certain bank loans of Citilec S.A. which
mature in June 1995.
On March 21, 1995, Entergy Corporation and Entergy
Transener entered into a Lending Agreement whereby Entergy
Corporation could lend up to $8.8 million to Entergy
Transener. Entergy Transener borrowed $7.5 million under
this arrangement and in turn loaned the same amount to
Citilec S.A. to refinance Citilec S.A.'s bank loans
maturing in April 1995. The Lending Agreement provides
for interest at a rate of 15.5% and a maturity date of
October 6, 1996 (the same rate and maturity date of
Entergy Transener's loan to Citilec S.A.). In the event
that Citilec S.A. is unable to refinance maturing bank
loans in June of 1995, Entergy Transener may be required
to lend Citilec S.A. an additional $3 million based on
Entergy Transener's current participation level in the
consortium.
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND> ENTERGY CORPORATION AND SUBSIDIARIES
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 15,917,018
<OTHER-PROPERTY-AND-INVEST> 448,140
<TOTAL-CURRENT-ASSETS> 2,212,432
<TOTAL-DEFERRED-CHARGES> 4,035,901
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 22,613,491
<COMMON> 2,300
<CAPITAL-SURPLUS-PAID-IN> 4,124,756
<RETAINED-EARNINGS> 2,223,739
<TOTAL-COMMON-STOCKHOLDERS-EQ> 6,350,795
299,946
550,955
<LONG-TERM-DEBT-NET> 7,093,473
<SHORT-TERM-NOTES> 171,867
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 349,085
0
<CAPITAL-LEASE-OBLIGATIONS> 273,947
<LEASES-CURRENT> 151,904
<OTHER-ITEMS-CAPITAL-AND-LIAB> 7,371,519
<TOT-CAPITALIZATION-AND-LIAB> 22,613,491
<GROSS-OPERATING-REVENUE> 5,963,290
<INCOME-TAX-EXPENSE> 131,965
<OTHER-OPERATING-EXPENSES> 4,762,584
<TOTAL-OPERATING-EXPENSES> 4,894,549
<OPERATING-INCOME-LOSS> 1,068,741
<OTHER-INCOME-NET> 32,775
<INCOME-BEFORE-INTEREST-EXPEN> 1,101,516
<TOTAL-INTEREST-EXPENSE> 677,957
<NET-INCOME> 423,559
81,718
<EARNINGS-AVAILABLE-FOR-COMM> 341,841
<COMMON-STOCK-DIVIDENDS> 411,806
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 1,537,767
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND> ARKANSAS POWER & LIGHT COMPANY
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 2,870,345
<OTHER-PROPERTY-AND-INVEST> 142,979
<TOTAL-CURRENT-ASSETS> 518,445
<TOTAL-DEFERRED-CHARGES> 760,446
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 4,292,215
<COMMON> 470
<CAPITAL-SURPLUS-PAID-IN> 590,844
<RETAINED-EARNINGS> 491,799
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,083,113
58,527
176,350
<LONG-TERM-DEBT-NET> 1,293,879
<SHORT-TERM-NOTES> 34,667
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 28,175
0
<CAPITAL-LEASE-OBLIGATIONS> 94,534
<LEASES-CURRENT> 56,154
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,466,816
<TOT-CAPITALIZATION-AND-LIAB> 4,292,215
<GROSS-OPERATING-REVENUE> 1,590,742
<INCOME-TAX-EXPENSE> 9,938
<OTHER-OPERATING-EXPENSES> 1,364,171
<TOTAL-OPERATING-EXPENSES> 1,374,109
<OPERATING-INCOME-LOSS> 216,633
<OTHER-INCOME-NET> 32,768
<INCOME-BEFORE-INTEREST-EXPEN> 249,401
<TOTAL-INTEREST-EXPENSE> 107,138
<NET-INCOME> 142,263
19,275
<EARNINGS-AVAILABLE-FOR-COMM> 122,988
<COMMON-STOCK-DIVIDENDS> 80,000
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 355,577
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND> GULF STATES UTILITIES COMPANY
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 4,718,844
<OTHER-PROPERTY-AND-INVEST> 50,624
<TOTAL-CURRENT-ASSETS> 631,138
<TOTAL-DEFERRED-CHARGES> 1,442,855
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 6,843,461
<COMMON> 114,055
<CAPITAL-SURPLUS-PAID-IN> 1,152,336
<RETAINED-EARNINGS> 264,626
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,531,017
94,934
136,444
<LONG-TERM-DEBT-NET> 2,318,417
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 50,425
0
<CAPITAL-LEASE-OBLIGATIONS> 125,691
<LEASES-CURRENT> 37,265
<OTHER-ITEMS-CAPITAL-AND-LIAB> 2,549,268
<TOT-CAPITALIZATION-AND-LIAB> 6,843,461
<GROSS-OPERATING-REVENUE> 1,797,365
<INCOME-TAX-EXPENSE> (6,448)
<OTHER-OPERATING-EXPENSES> 1,590,162
<TOTAL-OPERATING-EXPENSES> 1,583,714
<OPERATING-INCOME-LOSS> 213,651
<OTHER-INCOME-NET> (93,347)
<INCOME-BEFORE-INTEREST-EXPEN> 120,304
<TOTAL-INTEREST-EXPENSE> 203,059
<NET-INCOME> (82,755)
29,919
<EARNINGS-AVAILABLE-FOR-COMM> (112,674)
<COMMON-STOCK-DIVIDENDS> 289,100
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 326,359
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND> LOUISIANA POWER & LIGHT COMPANY
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 3,552,533
<OTHER-PROPERTY-AND-INVEST> 62,444
<TOTAL-CURRENT-ASSETS> 322,465
<TOTAL-DEFERRED-CHARGES> 497,997
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 4,435,439
<COMMON> 1,088,900
<CAPITAL-SURPLUS-PAID-IN> (5,367)
<RETAINED-EARNINGS> 113,420
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,196,953
111,265
160,500
<LONG-TERM-DEBT-NET> 1,403,055
<SHORT-TERM-NOTES> 27,154
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 75,320
0
<CAPITAL-LEASE-OBLIGATIONS> 16,238
<LEASES-CURRENT> 28,000
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,416,954
<TOT-CAPITALIZATION-AND-LIAB> 4,435,439
<GROSS-OPERATING-REVENUE> 1,708,541
<INCOME-TAX-EXPENSE> 63,751
<OTHER-OPERATING-EXPENSES> 1,301,670
<TOTAL-OPERATING-EXPENSES> 1,365,421
<OPERATING-INCOME-LOSS> 343,120
<OTHER-INCOME-NET> 4,696
<INCOME-BEFORE-INTEREST-EXPEN> 347,816
<TOTAL-INTEREST-EXPENSE> 133,977
<NET-INCOME> 213,839
23,319
<EARNINGS-AVAILABLE-FOR-COMM> 190,520
<COMMON-STOCK-DIVIDENDS> 167,100
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 367,621
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND> MISSISSIPPI POWER & LIGHT COMPANY
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 959,927
<OTHER-PROPERTY-AND-INVEST> 11,155
<TOTAL-CURRENT-ASSETS> 230,340
<TOTAL-DEFERRED-CHARGES> 428,023
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 1,629,445
<COMMON> 199,326
<CAPITAL-SURPLUS-PAID-IN> (1,762)
<RETAINED-EARNINGS> 232,011
<TOTAL-COMMON-STOCKHOLDERS-EQ> 429,575
31,770
57,881
<LONG-TERM-DEBT-NET> 475,233
<SHORT-TERM-NOTES> 30,000
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 65,965
0
<CAPITAL-LEASE-OBLIGATIONS> 552
<LEASES-CURRENT> 127
<OTHER-ITEMS-CAPITAL-AND-LIAB> 538,342
<TOT-CAPITALIZATION-AND-LIAB> 1,629,445
<GROSS-OPERATING-REVENUE> 847,888
<INCOME-TAX-EXPENSE> 16,651
<OTHER-OPERATING-EXPENSES> 735,480
<TOTAL-OPERATING-EXPENSES> 752,131
<OPERATING-INCOME-LOSS> 95,757
<OTHER-INCOME-NET> 4,719
<INCOME-BEFORE-INTEREST-EXPEN> 100,476
<TOTAL-INTEREST-EXPENSE> 51,697
<NET-INCOME> 48,779
7,624
<EARNINGS-AVAILABLE-FOR-COMM> 41,155
<COMMON-STOCK-DIVIDENDS> 45,600
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 195,114
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND> NEW ORLEANS PUBLIC SERVICE INC.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 277,776
<OTHER-PROPERTY-AND-INVEST> 3,259
<TOTAL-CURRENT-ASSETS> 118,251
<TOTAL-DEFERRED-CHARGES> 193,608
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 592,894
<COMMON> 33,744
<CAPITAL-SURPLUS-PAID-IN> 36,201
<RETAINED-EARNINGS> 78,886
<TOTAL-COMMON-STOCKHOLDERS-EQ> 148,831
3,450
19,780
<LONG-TERM-DEBT-NET> 164,160
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 24,200
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 232,473
<TOT-CAPITALIZATION-AND-LIAB> 592,894
<GROSS-OPERATING-REVENUE> 447,787
<INCOME-TAX-EXPENSE> 3,602
<OTHER-OPERATING-EXPENSES> 414,424
<TOTAL-OPERATING-EXPENSES> 418,026
<OPERATING-INCOME-LOSS> 29,761
<OTHER-INCOME-NET> 1,474
<INCOME-BEFORE-INTEREST-EXPEN> 31,235
<TOTAL-INTEREST-EXPENSE> 18,024
<NET-INCOME> 13,211
1,581
<EARNINGS-AVAILABLE-FOR-COMM> 11,630
<COMMON-STOCK-DIVIDENDS> 33,300
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 38,556
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND> SYSTEM ENERGY RESOURCES, INC.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 2,746,640
<OTHER-PROPERTY-AND-INVEST> 30,359
<TOTAL-CURRENT-ASSETS> 177,985
<TOTAL-DEFERRED-CHARGES> 658,375
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 3,613,359
<COMMON> 789,350
<CAPITAL-SURPLUS-PAID-IN> 7
<RETAINED-EARNINGS> 85,681
<TOTAL-COMMON-STOCKHOLDERS-EQ> 875,038
0
0
<LONG-TERM-DEBT-NET> 1,438,305
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 105,000
0
<CAPITAL-LEASE-OBLIGATIONS> 18,688
<LEASES-CURRENT> 28,000
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,148,328
<TOT-CAPITALIZATION-AND-LIAB> 3,613,359
<GROSS-OPERATING-REVENUE> 474,963
<INCOME-TAX-EXPENSE> 38,087
<OTHER-OPERATING-EXPENSES> 265,109
<TOTAL-OPERATING-EXPENSES> 303,196
<OPERATING-INCOME-LOSS> 171,767
<OTHER-INCOME-NET> 8,742
<INCOME-BEFORE-INTEREST-EXPEN> 180,509
<TOTAL-INTEREST-EXPENSE> 175,102
<NET-INCOME> 5,407
0
<EARNINGS-AVAILABLE-FOR-COMM> 5,407
<COMMON-STOCK-DIVIDENDS> 148,300
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 336,987
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND> ENTERGY CORPORATION
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 6,110,504
<TOTAL-CURRENT-ASSETS> 271,320
<TOTAL-DEFERRED-CHARGES> 55,185
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 6,437,009
<COMMON> 2,300
<CAPITAL-SURPLUS-PAID-IN> 4,124,756
<RETAINED-EARNINGS> 2,223,739
<TOTAL-COMMON-STOCKHOLDERS-EQ> 6,350,795
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 86,214
<TOT-CAPITALIZATION-AND-LIAB> 6,437,009
<GROSS-OPERATING-REVENUE> 369,701
<INCOME-TAX-EXPENSE> (6,350)
<OTHER-OPERATING-EXPENSES> 58,311
<TOTAL-OPERATING-EXPENSES> 51,961
<OPERATING-INCOME-LOSS> 317,740
<OTHER-INCOME-NET> 25,496
<INCOME-BEFORE-INTEREST-EXPEN> 343,236
<TOTAL-INTEREST-EXPENSE> 1,395
<NET-INCOME> 341,841
0
<EARNINGS-AVAILABLE-FOR-COMM> 341,841
<COMMON-STOCK-DIVIDENDS> 410,223
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 711,776
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND> ENTERGY OPERATIONS, INC.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 6,473
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 9,582
<TOTAL-DEFERRED-CHARGES> 1,459
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 17,514
<COMMON> 5
<CAPITAL-SURPLUS-PAID-IN> 995
<RETAINED-EARNINGS> 0
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,000
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 12,343
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 4,171
<TOT-CAPITALIZATION-AND-LIAB> 17,514
<GROSS-OPERATING-REVENUE> 763,525
<INCOME-TAX-EXPENSE> (161)
<OTHER-OPERATING-EXPENSES> 763,377
<TOTAL-OPERATING-EXPENSES> 763,216
<OPERATING-INCOME-LOSS> 309
<OTHER-INCOME-NET> 0
<INCOME-BEFORE-INTEREST-EXPEN> 309
<TOTAL-INTEREST-EXPENSE> 309
<NET-INCOME> 0
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> (7,473)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND> ENTERGY POWER, INC.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 149,811
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 13,845
<TOTAL-DEFERRED-CHARGES> 571
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 164,227
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 5
<RETAINED-EARNINGS> (67,104)
<TOTAL-COMMON-STOCKHOLDERS-EQ> (67,099)
0
0
<LONG-TERM-DEBT-NET> 221,540
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 9,786
<TOT-CAPITALIZATION-AND-LIAB> 164,227
<GROSS-OPERATING-REVENUE> 44,936
<INCOME-TAX-EXPENSE> (9,018
<OTHER-OPERATING-EXPENSES> 52,918
<TOTAL-OPERATING-EXPENSES> 43,900
<OPERATING-INCOME-LOSS> 1,036
<OTHER-INCOME-NET> (25)
<INCOME-BEFORE-INTEREST-EXPEN> 1,011
<TOTAL-INTEREST-EXPENSE> 15,290
<NET-INCOME> (14,279)
0
<EARNINGS-AVAILABLE-FOR-COMM> (14,279)
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> (6,592)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND> ENTERGY SERVICES
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 88,586
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 107,288
<TOTAL-DEFERRED-CHARGES> 5,097
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 200,971
<COMMON> 20
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 0
<TOTAL-COMMON-STOCKHOLDERS-EQ> 20
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 65,000
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 1,619
<LEASES-CURRENT> 2,097
<OTHER-ITEMS-CAPITAL-AND-LIAB> 132,235
<TOT-CAPITALIZATION-AND-LIAB> 200,971
<GROSS-OPERATING-REVENUE> 411,162
<INCOME-TAX-EXPENSE> 9
<OTHER-OPERATING-EXPENSES> 408,921
<TOTAL-OPERATING-EXPENSES> 408,930
<OPERATING-INCOME-LOSS> 2,232
<OTHER-INCOME-NET> 525
<INCOME-BEFORE-INTEREST-EXPEN> 2,757
<TOTAL-INTEREST-EXPENSE> 2,757
<NET-INCOME> 0
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 63,176
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND> SYSTEM FUELS
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 57,461
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 61,550
<TOTAL-DEFERRED-CHARGES> 281
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 119,292
<COMMON> 20
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 0
<TOTAL-COMMON-STOCKHOLDERS-EQ> 20
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 35,590
<LONG-TERM-NOTES-PAYABLE> 34,000
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 16,304
<LEASES-CURRENT> 2,201
<OTHER-ITEMS-CAPITAL-AND-LIAB> 31,177
<TOT-CAPITALIZATION-AND-LIAB> 119,292
<GROSS-OPERATING-REVENUE> 114,281
<INCOME-TAX-EXPENSE> 18,227
<OTHER-OPERATING-EXPENSES> 94,260
<TOTAL-OPERATING-EXPENSES> 112,487
<OPERATING-INCOME-LOSS> 1,794
<OTHER-INCOME-NET> 431
<INCOME-BEFORE-INTEREST-EXPEN> 2,225
<TOTAL-INTEREST-EXPENSE> 2,225
<NET-INCOME> 0
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> (7,966)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND> ENTERGY ENTERPRISES
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 36,652
<TOTAL-CURRENT-ASSETS> 50,532
<TOTAL-DEFERRED-CHARGES> 34,460
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 121,644
<COMMON> 54,400
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> (32,209)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 22,191
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 72,300
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 321
<LEASES-CURRENT> 158
<OTHER-ITEMS-CAPITAL-AND-LIAB> 26,674
<TOT-CAPITALIZATION-AND-LIAB> 121,644
<GROSS-OPERATING-REVENUE> 0
<INCOME-TAX-EXPENSE> 0
<OTHER-OPERATING-EXPENSES> 37,738
<TOTAL-OPERATING-EXPENSES> 37,738
<OPERATING-INCOME-LOSS> (37,738)
<OTHER-INCOME-NET> 25,342
<INCOME-BEFORE-INTEREST-EXPEN> (12,396)
<TOTAL-INTEREST-EXPENSE> 2,123
<NET-INCOME> (14,519)
0
<EARNINGS-AVAILABLE-FOR-COMM> (14,519)
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> (21,022)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND> ENTERGY S.A.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 10,527
<TOTAL-CURRENT-ASSETS> 2,735
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 13,262
<COMMON> 30
<CAPITAL-SURPLUS-PAID-IN> 10,970
<RETAINED-EARNINGS> 2,250
<TOTAL-COMMON-STOCKHOLDERS-EQ> 13,250
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 12
<TOT-CAPITALIZATION-AND-LIAB> 13,262
<GROSS-OPERATING-REVENUE> 0
<INCOME-TAX-EXPENSE> 0
<OTHER-OPERATING-EXPENSES> 3
<TOTAL-OPERATING-EXPENSES> 3
<OPERATING-INCOME-LOSS> (3)
<OTHER-INCOME-NET> 1,415
<INCOME-BEFORE-INTEREST-EXPEN> 1,412
<TOTAL-INTEREST-EXPENSE> 0
<NET-INCOME> 1,412
0
<EARNINGS-AVAILABLE-FOR-COMM> 1,412
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 2,267
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND> ENTERGY POWER DEVELOPMENT
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 60,980
<TOTAL-CURRENT-ASSETS> 15,313
<TOTAL-DEFERRED-CHARGES> 10,282
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 86,575
<COMMON> 86,000
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> (6,239)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 79,761
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 6,814
<TOT-CAPITALIZATION-AND-LIAB> 86,575
<GROSS-OPERATING-REVENUE> (312)
<INCOME-TAX-EXPENSE> 0
<OTHER-OPERATING-EXPENSES> 11,411
<TOTAL-OPERATING-EXPENSES> 11,411
<OPERATING-INCOME-LOSS> (11,723)
<OTHER-INCOME-NET> 5,018
<INCOME-BEFORE-INTEREST-EXPEN> (6,705)
<TOTAL-INTEREST-EXPENSE> 0
<NET-INCOME> (6,705)
0
<EARNINGS-AVAILABLE-FOR-COMM> (6,705)
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> (3,183)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND> ENTERGY RICHMOND POWER
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 10,938
<TOTAL-CURRENT-ASSETS> 835
<TOTAL-DEFERRED-CHARGES> 2,443
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 14,216
<COMMON> 13,500
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> (1,140)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 12,360
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,856
<TOT-CAPITALIZATION-AND-LIAB> 14,216
<GROSS-OPERATING-REVENUE> (312)
<INCOME-TAX-EXPENSE> 0
<OTHER-OPERATING-EXPENSES> 637
<TOTAL-OPERATING-EXPENSES> 637
<OPERATING-INCOME-LOSS> (949)
<OTHER-INCOME-NET> 347
<INCOME-BEFORE-INTEREST-EXPEN> (602)
<TOTAL-INTEREST-EXPENSE> 0
<NET-INCOME> (602)
0
<EARNINGS-AVAILABLE-FOR-COMM> (602)
<COMMON-STOCK-DIVIDENDS> 775
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 471
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND> ENTERGY PAKISTAN LTD
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 50,042
<TOTAL-CURRENT-ASSETS> 242
<TOTAL-DEFERRED-CHARGES> 158
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 50,442
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 50,000
<RETAINED-EARNINGS> 72
<TOTAL-COMMON-STOCKHOLDERS-EQ> 50,072
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 370
<TOT-CAPITALIZATION-AND-LIAB> 50,442
<GROSS-OPERATING-REVENUE> 0
<INCOME-TAX-EXPENSE> 0
<OTHER-OPERATING-EXPENSES> 13
<TOTAL-OPERATING-EXPENSES> 13
<OPERATING-INCOME-LOSS> (13)
<OTHER-INCOME-NET> 85
<INCOME-BEFORE-INTEREST-EXPEN> 72
<TOTAL-INTEREST-EXPENSE> 0
<NET-INCOME> 72
0
<EARNINGS-AVAILABLE-FOR-COMM> 72
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 446
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND> ENTERGY POWER ASIA LTD
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 4,661
<TOTAL-DEFERRED-CHARGES> 732
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 5,393
<COMMON> 5,000
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 8
<TOTAL-COMMON-STOCKHOLDERS-EQ> 5,008
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 385
<TOT-CAPITALIZATION-AND-LIAB> 5,393
<GROSS-OPERATING-REVENUE> 0
<INCOME-TAX-EXPENSE> 0
<OTHER-OPERATING-EXPENSES> 1
<TOTAL-OPERATING-EXPENSES> 1
<OPERATING-INCOME-LOSS> (1)
<OTHER-INCOME-NET> 9
<INCOME-BEFORE-INTEREST-EXPEN> 8
<TOTAL-INTEREST-EXPENSE> 0
<NET-INCOME> 8
0
<EARNINGS-AVAILABLE-FOR-COMM> 8
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> (254)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND> ENTERGY ARGENTINA S.A.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 17,119
<TOTAL-CURRENT-ASSETS> 0
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 17,119
<COMMON> 30
<CAPITAL-SURPLUS-PAID-IN> 17,089
<RETAINED-EARNINGS> 0
<TOTAL-COMMON-STOCKHOLDERS-EQ> 17,119
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 0
<TOT-CAPITALIZATION-AND-LIAB> 17,119
<GROSS-OPERATING-REVENUE> 0
<INCOME-TAX-EXPENSE> 0
<OTHER-OPERATING-EXPENSES> 0
<TOTAL-OPERATING-EXPENSES> 0
<OPERATING-INCOME-LOSS> 0
<OTHER-INCOME-NET> 0
<INCOME-BEFORE-INTEREST-EXPEN> 0
<TOTAL-INTEREST-EXPENSE> 0
<NET-INCOME> 0
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> (50)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND> ENTERGY ARGENTINA S.A. LTD
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 41,102
<TOTAL-CURRENT-ASSETS> 0
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 41,102
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 41,102
<RETAINED-EARNINGS> 0
<TOTAL-COMMON-STOCKHOLDERS-EQ> 41,102
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 0
<TOT-CAPITALIZATION-AND-LIAB> 41,102
<GROSS-OPERATING-REVENUE> 0
<INCOME-TAX-EXPENSE> 0
<OTHER-OPERATING-EXPENSES> 0
<TOTAL-OPERATING-EXPENSES> 0
<OPERATING-INCOME-LOSS> 0
<OTHER-INCOME-NET> 0
<INCOME-BEFORE-INTEREST-EXPEN> 0
<TOTAL-INTEREST-EXPENSE> 0
<NET-INCOME> 0
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND> ENTERGY TRANSENER S.A.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 18,514
<TOTAL-CURRENT-ASSETS> 4,395
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 22,909
<COMMON> 12
<CAPITAL-SURPLUS-PAID-IN> 20,488
<RETAINED-EARNINGS> 2,240
<TOTAL-COMMON-STOCKHOLDERS-EQ> 22,740
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 169
<TOT-CAPITALIZATION-AND-LIAB> 22,909
<GROSS-OPERATING-REVENUE> 0
<INCOME-TAX-EXPENSE> 0
<OTHER-OPERATING-EXPENSES> 150
<TOTAL-OPERATING-EXPENSES> 150
<OPERATING-INCOME-LOSS> (150)
<OTHER-INCOME-NET> 2,387
<INCOME-BEFORE-INTEREST-EXPEN> 2,237
<TOTAL-INTEREST-EXPENSE> 0
<NET-INCOME> 2,237
0
<EARNINGS-AVAILABLE-FOR-COMM> 2,237
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 3,771
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND> GULF STATES UTILITIES (Parent)
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 4,697,809
<OTHER-PROPERTY-AND-INVEST> 75,704
<TOTAL-CURRENT-ASSETS> 637,875
<TOTAL-DEFERRED-CHARGES> 1,442,506
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 6,853,894
<COMMON> 114,055
<CAPITAL-SURPLUS-PAID-IN> 1,152,336
<RETAINED-EARNINGS> 264,626
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,531,017
94,934
136,444
<LONG-TERM-DEBT-NET> 2,318,417
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 50,425
0
<CAPITAL-LEASE-OBLIGATIONS> 125,691
<LEASES-CURRENT> 37,265
<OTHER-ITEMS-CAPITAL-AND-LIAB> 2,559,701
<TOT-CAPITALIZATION-AND-LIAB> 6,853,894
<GROSS-OPERATING-REVENUE> 1,797,365
<INCOME-TAX-EXPENSE> (6,924)
<OTHER-OPERATING-EXPENSES> 1,593,202
<TOTAL-OPERATING-EXPENSES> 1,586,278
<OPERATING-INCOME-LOSS> 211,087
<OTHER-INCOME-NET> (90,783)
<INCOME-BEFORE-INTEREST-EXPEN> 120,304
<TOTAL-INTEREST-EXPENSE> 203,059
<NET-INCOME> (82,755)
29,919
<EARNINGS-AVAILABLE-FOR-COMM> (112,674)
<COMMON-STOCK-DIVIDENDS> 289,100
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 323,625
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND> GSG&T
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 21,035
<OTHER-PROPERTY-AND-INVEST> 5
<TOTAL-CURRENT-ASSETS> 2,213
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 23,253
<COMMON> 25
<CAPITAL-SURPLUS-PAID-IN> 2,985
<RETAINED-EARNINGS> 3,432
<TOTAL-COMMON-STOCKHOLDERS-EQ> 6,442
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 14,065
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 2,746
<TOT-CAPITALIZATION-AND-LIAB> 23,253
<GROSS-OPERATING-REVENUE> 4,128
<INCOME-TAX-EXPENSE> 476
<OTHER-OPERATING-EXPENSES> 1,487
<TOTAL-OPERATING-EXPENSES> 1,963
<OPERATING-INCOME-LOSS> 2,165
<OTHER-INCOME-NET> 0
<INCOME-BEFORE-INTEREST-EXPEN> 2,165
<TOTAL-INTEREST-EXPENSE> 1,282
<NET-INCOME> 883
0
<EARNINGS-AVAILABLE-FOR-COMM> 883
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 2,632
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND> SOUTHERN GULF RAILWAY COMPANY
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 2,042
<TOTAL-CURRENT-ASSETS> 2,441
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 4,483
<COMMON> 1
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> (41)
<TOTAL-COMMON-STOCKHOLDERS-EQ> (40)
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 4,250
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 273
<TOT-CAPITALIZATION-AND-LIAB> 4,483
<GROSS-OPERATING-REVENUE> 0
<INCOME-TAX-EXPENSE> 0
<OTHER-OPERATING-EXPENSES> 0
<TOTAL-OPERATING-EXPENSES> 0
<OPERATING-INCOME-LOSS> 0
<OTHER-INCOME-NET> 108
<INCOME-BEFORE-INTEREST-EXPEN> 108
<TOTAL-INTEREST-EXPENSE> 146
<NET-INCOME> (38)
0
<EARNINGS-AVAILABLE-FOR-COMM> (38)
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> (243)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND> VARIBUS CORPORATION
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 3,843
<TOTAL-CURRENT-ASSETS> 9,723
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 13,566
<COMMON> 100
<CAPITAL-SURPLUS-PAID-IN> 40,467
<RETAINED-EARNINGS> (20,414)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 20,153
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> (6,587)
<TOT-CAPITALIZATION-AND-LIAB> 13,566
<GROSS-OPERATING-REVENUE> 0
<INCOME-TAX-EXPENSE> 0
<OTHER-OPERATING-EXPENSES> 0
<TOTAL-OPERATING-EXPENSES> 0
<OPERATING-INCOME-LOSS> 0
<OTHER-INCOME-NET> 674
<INCOME-BEFORE-INTEREST-EXPEN> 674
<TOTAL-INTEREST-EXPENSE> 0
<NET-INCOME> 674
0
<EARNINGS-AVAILABLE-FOR-COMM> 674
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 2,948
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND> PRUDENTIAL OIL AND GAS, INC.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 3,632
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 3,632
<COMMON> 12
<CAPITAL-SURPLUS-PAID-IN> 42,595
<RETAINED-EARNINGS> (38,192)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 4,415
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
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