SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
[Amendment No. ___________]
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
ENTERGY CORPORATION
(Name of Registrant as Specified in Its Charter)
_______________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) or Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
____________________________________________________________________
(2) Aggregate number of securities to which transactions applies:
____________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
____________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
____________________________________________________________________
(5) Total fee paid:
____________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
____________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
____________________________________________________________________
(3) Filing party:
____________________________________________________________________
(4) Date filed:
____________________________________________________________________
<PAGE>
ENTERGY CORPORATION
P.O. Box 61005
New Orleans, LA 70161
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
New Orleans, Louisiana
April 19, 1995
TO THE STOCKHOLDERS OF ENTERGY CORPORATION:
Notice is hereby given that the Annual Meeting of Stockholders of Entergy
Corporation will be held at the James M. Cain Energy Education Center, Louisiana
Highway 3127, Taft, Louisiana on Friday, May 26, 1995, at 10 a.m., Central
Daylight Time, for the following purposes:
(1) To elect a Board of Directors for the ensuing year;
(2) To ratify the appointment by the Board of Directors of the firm of
Coopers & Lybrand L.L.P. as independent accountants of the Corporation
for the year 1995; and
(3) To transact such other business as may properly come before the meeting
and any adjournment or adjournments thereof.
Only stockholders of record as of the close of business on April 3, 1995 are
entitled to notice of and to vote at the meeting. A badge for admission may be
obtained at the registration desk at the meeting. STOCKHOLDERS WHOSE SHARES ARE
HELD IN "STREET NAME", I.E., IN THE NAME OF THEIR BROKER, MUST PRESENT A LETTER
FROM THEIR BROKER INDICATING OWNERSHIP OF THE CORPORATION'S COMMON STOCK AS OF
APRIL 3, 1995.
Stockholders who are not able to attend the meeting in person and wish their
stock voted are urged to fill in, sign, date and return the accompanying proxy.
A return envelope, on which no United States postage is required, is enclosed
for mailing proxies to the Corporation.
Michael G. Thompson
SECRETARY
<PAGE>
PROXY STATEMENT
The accompanying proxy is solicited by the Board of Directors of the
Corporation for use at the Annual Meeting of Stockholders to be held at the
James M. Cain Energy Education Center, Louisiana Highway 3127, Taft, Louisiana,
on Friday, May 26, 1995, at 10 a.m. Central Daylight Time, and at any
adjournment of the meeting.
The entire cost of the solicitation of proxies will be borne by the
Corporation. Solicitations will be made primarily by mail, except that, if
necessary to obtain reasonable representation of stockholders at the meeting,
proxies will also be solicited by telephone or telefax by regular employees of
the Corporation's service subsidiary, Entergy Services, Inc., at nominal cost.
Additional solicitation of proxies will be made in the same manner under the
special engagement and direction of Morrow & Co., Inc. at a cost to the
Corporation of approximately $12,500 plus out-of-pocket expenses. The
Corporation may reimburse brokerage houses and other custodians, nominees or
fiduciaries for their expenses in sending proxy material to their principals.
Shares represented at the meeting by properly executed proxies in the
accompanying form will be voted at the meeting or at any adjournment thereof.
Where the stockholder specifies a choice by means of the ballot spaces provided
on the proxy, the shares will be voted in accordance with the specifications so
made. If no directions are given by the stockholder, the proxy will be voted in
the manner specified on the proxy. Any proxy delivered pursuant to this
solicitation is revocable at the option of the person executing the same at any
time before it is exercised. Proxies may be revoked by delivery to the
Corporation of a written notice of revocation or of a later-dated proxy, or by
voting in person at the meeting.
This Proxy Statement and the form of proxy are first being sent or given to
stockholders of the Corporation on or about April 19, 1995.
VOTING SECURITIES OUTSTANDING
Only stockholders of record as of the close of business on April 3, 1995 are
entitled to notice of and to vote at the meeting. As of February 28, 1995, the
Corporation had 227,410,827 outstanding shares of Common Stock. Each stockholder
has one vote per share on all business at the meeting. A majority of outstanding
shares will constitute a quorum at the meeting. In all matters other than the
election of directors, the affirmative vote of the majority of shares present in
person or represented by proxy at the meeting and entitled to vote on the
subject matter shall be the act of the stockholders. Directors shall be elected
by a plurality of the votes of the shares present in person or represented by
proxy at the meeting and entitled to vote on the election of directors.
"Withheld" votes, abstentions and broker non-votes are counted for determining
the presence or absence of a quorum for the transaction of business. "Withheld"
votes and abstentions are counted as such in tabulations of the votes cast on
proposals presented to stockholders, whereas broker non-votes are not counted
for purposes of determining whether a proposal has been approved.
The information provided below is based upon Schedule 13Gs filed with the
Securities and Exchange Commission reflecting beneficial ownership of 5 percent
or more of the Corporation's outstanding Common Stock as of December 31, 1994.
<PAGE>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
------------------- -------------------- --------
The Capital Group Companies,
Inc. and subsidiaries ............... 18,407,250(1) 8.1%
333 South Hope Street
Los Angeles, CA 90071
- -----------
(1) Capital Guardian Trust Company, a wholly owned subsidiary of The Capital
Group Companies, Inc. advises that it has sole power to vote 607,450 shares.
Capital Guardian Trust Company and Capital Research and Management Company,
wholly-owned subsidiaries of The Capital Group Companies, Inc., advise that
they have sole investment power over 1,694,250 shares and 16,713,000 shares,
respectively.
The above-named company has certified that the shares held by it were
acquired in the ordinary course of business and that such acquisition was not
for the purpose of and does not have the effect of changing or influencing the
control of the Corporation, and that such shares were not acquired in connection
with or as a participant in any transaction having such purpose or effect.
ELECTION OF DIRECTORS
At the meeting, 16 directors of the Corporation are to be elected to serve
for the ensuing year. Except where authority to vote for one or more nominee(s)
is withheld, Edwin Lupberger, Norman C. Francis, and Wm. Clifford Smith, the
persons named as proxies in the enclosed proxy, will vote all shares represented
by an executed proxy equally for the election of the nominees listed below. The
Corporation is not aware of any reason why any of the nominees would be
unavailable to stand for election or to serve if elected; however, in case any
nominee should become unavailable for election as a director, the proxies will
also have discretionary authority to vote for a substitute.
NOMINEES, PRINCIPAL OCCUPATION DURING LAST 5 YEARS, DIRECTORSHIPS (1)
Certain information regarding each nominee for director is given below.
This information has been furnished to the Corporation by the respective
nominees.
[PHOTO OF W. FRANK BLOUNT Age 56 Director Since 1987
NOMINEE] Sydney, Australia
Chief Executive Officer of Telstra Communications Corporation
(Australian telecommunications company) since 1992. Group
President, Communications Products, AT&T Company, 1989 to 1992;
President, Network Operations Group, AT&T Company, 1986 to 1989.
Director of Entergy Enterprises, Inc., First Union National Bank,
Atlanta, Georgia, New Jersey Symphony Orchestra, and LXE
Incorporated. Chairman of National Advisory Group for the National
Technical Institute of the Deaf; Vice Chairman of the National
Advisory Board of Georgia Institute of Technology; Executive Vice
President of the A. G. Bell Association for the Deaf; member of
Board of Trustees of the Rochester Institute of Technology; and
member of the Business Council of Australia.
[PHOTO OF JOHN A. COOPER, JR. Age 56 Director Since 1985
NOMINEE] Bella Vista, Arkansas
Chairman of the Board of Cooper Communities, Inc. (recreational
and retirement community development) and of COFAM, Inc. Director
Wal-Mart Stores, Inc., Bentonville, Arkansas, and J. B. Hunt
Transport Services, Inc., Lowell, Arkansas. Honorary Director of
First National Bank of Sharp County (Arkansas).
[PHOTO OF LUCIE J. FJELDSTAD Age 51 Director Since 1992
NOMINEE] Portland, Oregon
President -- Video and Networking Division of Tektronix, Inc.
(electronic instrumentation and printer manufacturer), January
1995 to date. Vice President and General Manager, Multimedia, IBM
Corporation (computer company), 1992 to 1993; President,
Multimedia and Education Division of IBM Corporation, 1990 to
1992; Assistant General Manager of Finance and Planning, IBM
Corporation Personal Systems, 1988 to 1990. Director of KeyCorp,
PPG Industries, Recognition International and Bolt, Beranek &
Newman. Chairman of the Board of Regents for Santa Clara
University and member of Board of Trustees for UCLA.
2
[PHOTO OF DR. NORMAN C. FRANCIS Age 64 Director Since 1994
NOMINEE] New Orleans, Louisiana
President of Xavier University of Louisiana, New Orleans,
Louisiana. Director of The Equitable Life Assurance Society of the
United States, First National Bank of Commerce, New Orleans,
Louisiana, The Foundation for the Mid-South, and the Advisory
Board of The Times Picayune Publishing Co. Chairman of the Board
of Liberty Bank and Trust, New Orleans, Louisiana. Member of the
Board of the Carnegie Foundation for the Advancement of Teaching;
Chairman of the Board for the Southern Education Foundation,
Atlanta, Georgia; Fellow, The American Academy of Arts and
Sciences, Cambridge, Massachusetts; Member of the Board of
Brandeis University, Waltham, Massachusetts; Member of the Board
of the National Foundation for Improvement in Education; and
Former Chairman of the Board of Trustees, Educational Testing
Service, Princeton, New Jersey.
[PHOTO OF KANEASTER HODGES, JR. Age 56 Director Since 1984
NOMINEE] Newport, Arkansas
Attorney-at-Law, Sole Practitioner, Newport, Arkansas. Director of
Entergy Operations, Inc., Worthen Banking Corporation, Little
Rock, Arkansas, Newport Federal Savings and Loan Association,
Newport, Arkansas, and Jackson-Griffin Insurance Company. Director
of the University of Arkansas-Fayetteville Law School Board of
Visitors and President of the Newport Campus: ASU/Beebe Charitable
Foundation, Inc. Former United States Senator (Arkansas)
1977-1979. Former Chairman of the Board of Trustees of the
University of Arkansas.
[PHOTO OF ROBERT v.d. LUFT Age 59 Director Since 1992
NOMINEE] Geneva, Switzerland
Senior Vice President -- DuPont and President -- DuPont Europe
(industrial products, fibers, petroleum, chemicals and specialty
products businesses), 1993 to date; Senior Vice President --
DuPont Chemicals, 1990 to 1993; Group Vice President -- Chemicals
and Pigments, DuPont, 1989 to 1990. Director of Entergy
Enterprises, Inc., Chemical Manufacturers Association, and
Delaware Trust Company. Member of Board of Visitors, School of
Engineering, University of Pittsburgh.
3
[PHOTO OF EDWIN LUPBERGER Age 58 Director Since 1985
NOMINEE] New Orleans, Louisiana
Chairman of the Board and Chief Executive Officer of the
Corporation, 1985 to date. President of the Corporation from 1985
to 1991. Chairman of the Board and Chief Executive Officer of
Arkansas Power & Light Company, Louisiana Power & Light Company,
Mississippi Power & Light Company, and New Orleans Public Service
Inc., 1993 to date. Chairman of the Board and Chief Executive
Officer of Gulf States Utilities Company since 1994. Chairman of
the Board of System Energy Resources, Inc., 1986 to date. Chairman
of the Board of Entergy Operations, Inc., 1990 to date. Chairman
of the Board of Entergy Services, Inc., 1985 to date, President,
1990-1991, 1994 to date, and Chief Executive Officer, 1991 to
date. Chairman of the Board of Entergy Enterprises, Inc. 1986 to
date, President, 1990-1991, 1994 to date, and Chief Executive
Officer, 1991-1994. Chief Executive Officer of Entergy Power,
Inc., Entergy Power Development Corporation, and Entergy-Richmond
Power Corporation, 1993 to date. Chief Executive Officer of
Entergy Pakistan, Ltd. and Entergy Power Asia, Ltd., 1994 to date.
Chairman of the Board of Entergy Power, Inc., 1990 to 1993.
Chairman of the Board of System Fuels, Inc., 1986 to 1990;
Director, 1986-1992. Director of First Commerce Corporation, First
National Bank of Commerce, and International Shipholding
Corporation, New Orleans, Louisiana and Pennington Biomedical
Research Foundation. Member of Board of Trustees of Millsaps
College and of Board of Administrators of Tulane University.
Chairman of the Foundation for the Mid-South and Regional Vice
Chairman of the U.S. Chamber of Commerce.
[PHOTO OF ADM. KINNAIRD R. MCKEE Age 65 Director Since 1990
NOMINEE] USN (Ret.)
Oxford, Maryland
Director of Entergy Operations, Inc. and of PECO ENERGY (formerly
Philadelphia Electric Company). Former Superintendent of the
United States Naval Academy. Former Commander of the United States
Third Fleet. Former Director of Navy Nuclear Propulsion.
[PHOTO OF PAUL W. MURRILL Age 60 Director Since 1993
NOMINEE] Baton Rouge, Louisiana
Chairman of the Board and Director of Picadilly Cafeterias
(restaurants), Baton Rouge, Louisiana. Director of Entergy
Operations, Inc.; First Mississippi Corporation, Jackson,
Mississippi; Tidewater, Inc., New Orleans, Louisiana; FirstMiss
Gold, Inc., Reno, Nevada; Zygo Corporation, Middlefield,
Connecticut; and Howell Corporation, Houston, Texas. Chairman of
Trustees, Burden Foundation; member of Advisory Board, Oak Ridge
National Laboratories; and Consulting Editor, Instrument Society
of America. Retired Chairman of the Board and Chief Executive
Officer of Gulf States Utilities Company.
4
[PHOTO OF JAMES R. NICHOLS Age 56 Director Since 1986
NOMINEE] Boston, Massachusetts
Partner, Nichols & Pratt (family trustees), Attorney and Chartered
Financial Analyst. Director of United Business Services, Inc. Life
Trustee of the Boston Museum of Science.
[PHOTO OF EUGENE H. OWEN Age 65 Director Since 1993
NOMINEE] Baton Rouge, Louisiana
Chairman and Chief Executive Officer of Owen and White, Inc.
(engineering consulting firm) and Chairman and President of
Utility Holdings, Inc. (holding company for Baton Rouge Water
Company, Parish Water Company, Inc., and Louisiana Water Company),
Baton Rouge, Louisiana. Director of Premier Bancorp, Inc. and its
wholly-owned subsidiary, Premier Bank, Baton Rouge, Louisiana;
President of Parish Water Company Inc.; President of Baton Rouge
Water Company and Louisiana Water Company, Baton Rouge, Louisiana.
Member Board of Directors, Our Lady of the Lake Regional Medical
Center; member of Board of Directors, Baton Rouge Area Foundation.
[PHOTO OF JOHN N. PALMER, SR. Age 60 Director Since 1992
NOMINEE] Jackson, Mississippi
Chairman of the Board and Chief Executive Officer of Mobile
Telecommunication Technologies Corp. (telecommunications company).
Director of Entergy Enterprises, Inc., Deposit Guaranty National
Bank, Jackson, Mississippi. Director and former President of the
University of Mississippi Foundation, and former President of
Cellular Telecommunications Industry Association. Member of the
President's Export Council advising the Secretary of Commerce;
formerly an advisor to the Office of the U. S. Trade
Representative. Director of the Foundation for the Mid-South,
Jackson, Mississippi. Member of the Board of Trustees, Millsaps
College. National Trustee, National Symphony Orchestra,
Washington, D.C.
[PHOTO OF ROBERT D. PUGH Age 66 Director Since 1977
NOMINEE] Portland, Arkansas
Chairman of the Board of Portland Gin Company (agricultural and
agri-business), Portland Bank (banking) and Portland Bankshares,
Inc. (banking), Portland, Arkansas. Director of Worthen National
Bank of Pine Bluff, Pine Bluff, Arkansas. Trustee of Arkansas
Nature Conservancy. Director of Winrock International; former
Chairman of the Board of Trustees of the University of Arkansas;
former President of Cotton Council International, and Board of
Trustees of Chatham Hall School, Chatham, Virginia.
5
[PHOTO OF H. DUKE SHACKELFORD Age 68 Director Since 1981
NOMINEE] Bonita, Louisiana
Planter. President and Director of Shackelford Co., Inc., Bonita
Gin, Inc. and Louisiana Cotton Warehouse Co. Inc.; President of
Shackelford Gin, Inc., 1976-1991; Chairman of Union Oil Mill,
Inc., 1981 to 1989 (all agricultural and agri-businesses).
Director of Hibernia Corporation and Hibernia National Bank, New
Orleans, Louisiana; Yazoo Valley Minter City Oil Mill, Inc.; and
Council for a Better Louisiana. Trustee of Public Affairs Research
Council of Louisiana. Member of Committee of 100 for Economic
Development Incorporated. Former President of National Cotton
Ginners Association and Louisiana Cotton Producers Association.
[PHOTO OF WM. CLIFFORD SMITH Age 59 Director Since 1983
NOMINEE] Houma, Louisiana
President of T. Baker Smith & Son, Inc. (consultants-civil
engineer and land survey). Director of American Bancshares of
Houma, Inc. (banking). Director of American Bank & Trust Company
of Houma, Houma, Louisiana.
[PHOTO OF BISMARK A. STEINHAGEN Age 60 Director Since 1993
NOMINEE] Beaumont, Texas
Chairman and Director of Steinhagen Oil Company, Inc. (oil and
gasoline distributor), Beaumont, Texas.
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(1) The Corporation and its various direct and indirect subsidiaries comprise
the Entergy System. The principal operating subsidiaries of the Corporation,
of which the Corporation owns all of the common stock, are Arkansas Power &
Light Company (AP&L), Gulf States Utilities Company (GSU), Louisiana Power &
Light Company (LP&L), Mississippi Power & Light Company (MP&L), and New
Orleans Public Service Inc. (NOPSI). The Corporation also owns all of the
capital stock of Entergy Services, Inc., a service company subsidiary, and
Entergy Operations, Inc., a nuclear management service company subsidiary.
The Corporation also owns all of the capital stock of Entergy Power, Inc., a
subsidiary that owns and markets capacity and energy external to the System,
and Entergy Enterprises, Inc., a non-utility company subsidiary. In
addition, the Corporation has various other subsidiaries that participate in
the energy management services business and in utility projects outside of
the System's retail service territory.
On September 14, 1979, Final Judgments of Permanent Injunction were issued
against Dr. Norman C. Francis (Francis) and another former member of the Starr
Broadcasting Group, Inc. (SBG). Francis served as a director of Entergy
Corporation since 1994. The Final Judgments were issued pursuant to a civil
injunctive action filed by the SEC on February 7, 1979. Francis was one of the
several defendants named in this civil action. Francis served as a director of
SBG during a time period in which the SEC claimed that SBG did not comply with
applicable rules of the federal securities laws when filing reports with the
SEC. The SEC alleged
6
that as a director of SBG, Francis had the responsibility to insure such
compliance. Therefore, the Final Judgment of Permanent Injunction ordered
Francis, while serving as an officer or director of any publicly held reporting
company, to insure such companies file reports with the SEC which comply with
the applicable reporting requirements of the Securities Exchange Act of 1934.
CERTAIN TRANSACTIONS
During 1993 and 1994, Fjeldstad International entered into two contracts
with Entergy Enterprises, Inc. (EEI), a nonutility company subsidiary of the
Corporation, to perform certain advisor/consultant services for EEI. Under these
contracts, Fjeldstad International received payments during 1994 of
approximately $320,000 from EEI. During 1994, Mrs. Fjeldstad, a director of the
Corporation, was President of Fjeldstad International, Inc.
Other than as provided under applicable corporate laws, the Corporation does
not have policies whereby transactions involving executive officers and
directors and the Corporation are approved by a majority of disinterested
directors. However, pursuant to the Corporation's Code of Conduct, transactions
involving the Corporation and its executive officers must have prior approval by
the next higher reporting level of that individual, and transactions involving
the Corporation and its directors must be reported to the secretary of the
Corporation.
SHARE OWNERSHIP OF DIRECTORS AND OFFICERS
The directors, nominees for directors, the executive officers named in the
Summary Compensation Table below and all directors, nominees for directors, and
executive officers of the Corporation as a group beneficially owned directly or
indirectly the following Common Stock of the Corporation and cumulative
preferred stock of a System company:
AS OF DECEMBER 31, 1994
ENTERGY CORPORATION COMMON STOCK
- --------------------------------------------------------------------------
AMOUNT AND NATURE
OF BENEFICIAL
OWNERSHIP (a)
------------------------
SOLE VOTING OTHER
AND BENEFICIAL
INVESTMENT OWNERSHIP
NAME POWER(b)(c) (d)(e)(f)(g)
---- ----------- ------------
W. Frank Blount*............................... 2,934 --
John A. Cooper, Jr.*(h)........................ 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(i)(j)
Jerry L. Maulden**............................. 37,420 44,048
Gerald D. McInvale**........................... 3,173 20,908
Adm. Kinnaird R. McKee*........................ 2,900 --
Dr. Paul Murrill*.............................. 2,180 --
James R. Nichols*.............................. 3,315 --
Eugene H. Owen*(h)............................. 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, nominees and
executive officers(i)........................ 135,419 266,320
- ---------
* Director of the Corporation or Nominee
** Officer of the Corporation
*** Officer and Director of the Corporation
(a) Based on information furnished by the respective individuals. The ownership
amounts shown for each individual and for all directors, nominees, and
executive officers as a group do not exceed one percent of the outstanding
securities of any class of security so owned.
(b) Includes all shares as to which the individual has the sole voting power and
powers of disposition, or power to direct the voting and disposition. The
number of shares shown includes, for the named persons, shares
(FOOTNOTES CONTINUED ON FOLLOWING PAGE)
7
that became unrestricted on January 26, 1995 as part of the Corporation's
Common Stock held in the Equity Ownership Plan as follows: Mr. Hintz, 1,356
shares; Mr. Jackson, 1,353 shares; Mr. Lupberger, 3,339 shares; Mr. Maulden,
1,256 shares; and Mr. McInvale, 720 shares.
(c) Includes, for the named persons, shares of Common Stock of the Corporation
held in the System Savings Plan Employee Account as follows: Mr. Hintz,
2,947 shares; Mr. Jackson, 1,477 shares; Mr. Maulden, 27,182 shares; and Mr.
McInvale 645 shares.
(d) Includes, for the named persons, shares of Common Stock of the Corporation
held in the Employee Stock Ownership Plan of the Corporation as follows: Mr.
Hintz, 753 shares; Mr. Jackson, 753 shares; Mr. Lupberger, 825 shares; Mr.
Maulden, 796 shares; and Mr. McInvale, 110 shares.
(e) Includes, for the named persons, shares of Common Stock of the Corporation
held in the System Savings Plan Company Account as follows: Mr. Hintz, 1,206
shares; Mr. Jackson, 2,052 shares; Mr. Lupberger, 6,088 shares; Mr. Maulden,
10,252 shares; and Mr. McInvale 548 shares.
(f) Includes, for the named persons, unvested restricted shares of the
Corporation's Common Stock held in the Equity Ownership Plan as follows: Mr.
Hintz, 17,568 shares; Mr. Jackson, 18,000 shares; Mr. Lupberger, 33,950
shares; Mr. Maulden, 18,000 shares; and Mr. McInvale, 12,750 shares.
(g) Includes, for the named persons, shares of the Corporation's Common Stock in
the form of unexercised stock options awarded pursuant to the Equity
Ownership Plan as follows: Mr. Hintz, 12,500 shares; Mr. Jackson, 14,411
shares; Mr. Lupberger, 28,824 shares; Mr. Maulden, 15,000 shares; and Mr.
McInvale, 7,500 shares.
(h) Mr. Cooper has sole voting and investment power over 6,000 shares of AP&L's
$0.01 Par Value ($25 liquidation value) Preferred Stock owned by John A.
Cooper Trust. Mr. Cooper disclaims any personal interest in these shares.
Mr. Owen is co-trustee of 3,500 shares of AP&L's $0.01 Par Value ($25
liquidation value) Preferred Stock which are held by the trustees of the
Baton Rouge Water Company and Louisiana Water Company Retirement Plan.
(i) Includes, for the named persons, shares of the Corporation's Common Stock
held by their spouses. The named persons disclaim any personal interest in
these shares as follows: Mr. Lupberger, 2,500 shares; Mr. Pugh, 10,000
shares; and Mr. Shackelford, 4,950 shares.
(j) Includes 1,500 shares of Entergy Corporation Common Stock held jointly
between Edwin Lupberger and Ms. E. H. Lupberger.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 and Section 17(a) of
the Public Utility Holding Company Act of 1935 require the Corporation's
officers, directors and persons who own more than 10% of a registered class of
the Corporation's equity securities to file reports of ownership and changes in
ownership concerning the securities of the Corporation and its subsidiaries with
the Securities and Exchange Commission and to furnish the Corporation with
copies of all Section 16(a) and 17(a) forms they file. Shortly following the
Entergy/GSU merger, certain individuals were elected as officers of GSU.
Although none of these individuals owned any reportable securities of GSU, their
initial Form 3's for GSU were not timely filed. These officers of GSU were:
Michael B. Bemis, Frank F. Gallaher, Glenn E. Harder, Donald C. Hintz, Jerry D.
Jackson, Richard J. Landy, Edwin Lupberger, Jerry L. Maulden, Gerald D.
McInvale, Michael R. Niggli and Lee W. Randall. Four individuals considered
officers of the Corporation for purposes of Section 16 failed to report on their
1993 Form 5 their receipt during 1993 of certain restricted shares of the
Corporation's stock under the Equity Ownership Plan. These individuals and their
respective unreported shares were: S. M. Henry Brown, 4,000 shares; Frank F.
Gallaher, 4,000 shares; Charles L. Kelly, 4,000 shares; and Edwin Lupberger,
5,000 shares. Glenn E. Harder, a former officer of the Corporation, failed to
timely report on a Form 4 the sale in October of 1994 of 15 shares of the
Corporation's stock which he had held in the Corporation's dividend reinvestment
plan. Each of the above transactions has now been correctly reported.
8
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Corporation has five standing committees.
AUDIT COMMITTEE. The members of this committee are Messrs. Shackelford
(Chairman) and Nichols, Dr. Francis, and Mrs. Fjeldstad. The function of the
Audit Committee is to discuss with the independent accountants of the
Corporation the accountants' general findings as to accounts, records, and
systems of internal control of the Corporation and its subsidiaries and to
consult with the accountants on any matter which the Committee may deem relevant
to the audit or which the accountants may desire to bring to the attention of
the Audit Committee. The Committee reports to the Board of Directors the results
of these discussions and makes recommendations. This Committee held four
meetings in 1994.
EXECUTIVE COMMITTEE. The members of this committee are Messrs. Lupberger
(Chairman), Cooper, Nichols, Shackelford, and Smith. The Executive Committee,
during the intervals between the meetings of the Board of Directors, may, except
as expressly limited by state law, exercise all powers of the Board of Directors
in the management and direction of the business affairs of the Corporation. The
Committee is required to report all of its actions to the Board of Directors
which may revise the same. This Committee held three meetings in 1994.
FINANCE COMMITTEE. The members of this committee are Messrs. Cooper
(Chairman), Smith, Steinhagen and Owen, and Mrs. Fjeldstad. The function of the
Finance Committee is to review the Corporation's financial and budgetary
policies and cash flow projections, to make policy recommendations to the Board
of Directors with respect to the sale of securities, and to review the
Corporation's policies on banking and other financial relations. This Committee
held four meetings in 1994.
PERSONNEL COMMITTEE. The members of this committee are named below under
"Personnel Committee Interlocks and Insider Participation." The function of the
Personnel Committee is to review major employee relations matters, employment
practices and forms of compensation, including employee benefit plans. The
Committee reviews the performance of the Corporation's officers and makes
compensation recommendations to the Board of Directors. The Committee
establishes compensation policies with respect to members of the Board of
Directors. This Committee held four meetings in 1994.
PUBLIC AFFAIRS COMMITTEE. The members of this committee are Messrs. Smith
(Chairman), Pugh and Shackelford, and Dr. Francis. The function of the Public
Affairs Committee is to provide advice and counsel to management with respect to
governmental, regulatory, and public relations matters. The Committee makes
recommendations to the Board of Directors with respect to the Corporation's
position on public policy issues and to the System's commitment to equal
opportunity in all corporate relationships. This Committee held four meetings in
1994.
In 1994, there were eight meetings of the Board of Directors. All directors,
except Mr. Luft, attended more than 75% of the total number of meetings of the
Board of Directors and the committees on which they serve that were held during
the periods in which such persons were directors in 1994. Mr. Luft attended 70%
of such meetings.
COMPENSATION OF DIRECTORS
Directors of the Corporation who are not employees of a System company are
paid an attendance fee of $1,000 for attendance at meetings of the Board of
Directors, $1,000 for attendance at meetings of committees of the Board, (except
for the committee chairmen who are paid $1,500) and $1,000 for participation, on
behalf of the Corporation, in any inspection trip or conference not held on the
same day as a Board or committee meeting. All nonemployee directors are also
compensated on a quarterly basis in the form of fixed awards of the
Corporation's 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 is set to enable
the Corporation to attract and retain persons of outstanding competence to serve
on the Board of Directors. Directors are paid a portion of their compensation in
the form of the Corporation's Common Stock in order to assure that directors
will have a personal interest in the performance of the stock of the
Corporation. Nonemployee directors of the Corporation are awarded 150 shares of
the Corporation's Common Stock quarterly, consisting of authorized but unissued
shares, treasury shares, or shares acquired on the open market.
9
Retired nonemployee directors of the Corporation with a minimum of five
years of service on the Board of Directors of the Corporation are paid 100% of
their annual retainer at retirement for a term corresponding to the number of
years of service or until death, whichever occurs first. Retired nonemployee
directors with over ten years of service receive a lifetime benefit. However,
nonemployee directors who were also formerly directors of Gulf States Utilities
Company ("GSU"), i.e., Messrs. Owen and Steinhagen and Dr. Murrill, pursuant to
the terms of the agreement consolidating Entergy Corporation (a Florida
corporation) and GSU, may choose either the director retirement benefits offered
by the Corporation or the director retirement benefits formerly offered to
directors of GSU. Under the GSU retirement plan for directors, the retirement
benefit will be 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 retire prior to the retirement age, the benefits will be
reduced. The plan also provides disability retirement if the director has served
at least five years prior to the disability.
On certain occasions the Corporation provides personal transportation
services for the benefit of nonemployee directors. During 1994, the value of
such transportation services provided by the Corporation was approximately
$55,000.
REPORT OF PERSONNEL COMMITTEE ON EXECUTIVE COMPENSATION
The Personnel Committee of the Board of Directors of the Corporation is
responsible for, among other things, reviewing and recommending to the Board of
Directors the adoption, or amendment, of the various compensation, incentive and
benefit plans as well as programs maintained for officers and other key
employees of the Corporation. The Committee takes an active role in executive
compensation by recommending to the Board of Directors executive compensation
levels.
The Corporation has established its executive compensation programs to
provide competitive rewards intended to attract, retain and motivate key
employees critical to the success of the System. The Corporation has
historically used similarly-sized electric utility companies as the peer group
for assessing the competitiveness of its compensation programs. The seventeen
electric utility companies in this compensation comparison group are selected
based on revenue size. With the growth of the System to one of the largest in
the industry, the Committee also uses a selected group of similar-sized
telecommunications companies as an additional peer group for assessing the
competitiveness of the executive compensation programs.
These peer groups are utilized for all components of compensation including
base, annual incentives, and long-term incentives. The executive total
compensation package is targeted at the median of total compensation within the
peer group, with incentive plans designed to enable executive compensation to
exceed the peer group median based on Board approved performance targets. The
total executive compensation package consists of the following four major
components.
BASE SALARY
Base salary is set through a comparison with companies in the
compensation peer groups. Using this comparison and considering Mr.
Lupberger's salary had not been increased since April, 1992, the Board of
Directors did grant a 1994 increase as reflected in the Summary Compensation
Table.
BENEFITS
Employee benefits such as pension, medical insurance, life insurance and
long-term disability insurance, which provide for income continuation and
protection against dissipation of income for unexpected reasons, and special
executive remuneration including perquisites.
ANNUAL INCENTIVES
Annual incentive compensation is based on the attainment of key
strategic goals and objectives including net cash flow, controlling
operation and maintenance costs, electric generation, employee satisfaction,
and customer service measures. These measures have varying weights and are
specifically tailored to each executive's responsibilities.
10
LONG-TERM INCENTIVES
Long-term incentive compensation opportunities are tied to long-term
shareholder value. Option grants and performance restrictions lapsed on
stock are typically considered on an annual cycle, in January of each year,
based on the Corporation's prior year performance as reviewed by the
Committee, including specific threshold performance measures. These
performance measures are consistent with those used in the other incentive
plans.
The mix of the compensation components is designed to reward the achievement
of strategic goals and objectives which lead to the protection and increase of
shareholder value. Equity ownership is offered to key executives to encourage
the purchase of common stock and to increase their interest in total return to
shareholders. As other forms of equity ownership, restricted stock and stock
options may be offered to key executives as approved by the Board.
Mr. Edwin Lupberger, Chairman and Chief Executive Officer of the
Corporation, participated in each compensation component in the following
distribution in 1994:
o Base Salary 61%
o Benefits and Perquisites 6%
o Annual Incentive Compensation 20%
o Long-Term Compensation 13%
Mr. Lupberger's 1994 incentive awards were 47% lower than 1993. This
contributed to the incentive components of Mr. Lupberger's total compensation
falling from 53% in 1993 to 33% in 1994. In 1994, Mr. Lupberger's incentive plan
performance scales included financial measures, customer service measures and
operational measures, with proportionately more weight given to the financial
measures. In aggregate, Mr. Lupberger's incentive plan performance results
exceeded the minimum threshold target level of performance for 1994. However,
the incentive plan performance did not achieve the target level of performance.
This results in Mr. Lupberger's total compensation being less than the target
compensation level compared to the compensation peer group companies.
Members of the Personnel Committee:
James R. Nichols, Chairman
John A. Cooper, Jr.
Bismarck A. Steinhagen
Robert D. Pugh
Eugene H. Owen
PERSONNEL COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Nichols (Chairman), Cooper, Owen, Pugh, and Steinhagen served during
1994 as members of the Personnel Committee of the Board of Directors of the
Corporation. None of these persons during 1994, or prior to 1994, was an officer
or employee of the Corporation or any of its subsidiaries.
11
CORPORATE PERFORMANCE
The following graph compares the performance of the Common Stock of the
Corporation to the S&P 500 Index and the S&P Electric Utilities Index (each of
which includes the Corporation) for the last five years.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
ENTERGY CORPORATION, S&P 500 INDEX AND S&P ELECTRIC UTILITIES INDEX
[GRAPH COMPRISED FROM PLOT POINTS OF CHART BELOW]
Years Ended December 31
----------------------------------
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
Entergy ................................ $100 $101 $141 $164 $187 $121
S&P 500 (1) ............................ $100 $ 97 $126 $136 $149 $151
S&P EUI (1) ............................ $100 $102 $133 $140 $161 $135
Assumes $100 invested on December 31, 1989 in Entergy Corporation Common Stock,
the S&P 500, and the S&P Electric Utilities Index, and reinvestment of all
dividends.
(1) Cumulative total returns calculated from the S&P 500 Index and the S&P
Electric Utilities Index maintained by Standard & Poor's Corporation.
12
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table includes the Chief Executive Officer, as well as each of
the four other most highly compensated executive officers of the Corporation,
based on total annual base salary and bonuses (excluding bonuses of an
extraordinary and nonrecurring nature) from all System sources awarded to,
earned by, or paid to each officer during 1994.
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-----------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
-------------------------------- ------------------------- --------
OTHER RESTRICTED SECURITIES (b) (c)
(a) ANNUAL STOCK UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION AWARDS OPTIONS PAYOUTS COMPENSATION
- ------------------------------- ---- -------- -------- ------------ ---------- ------------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Edwin Lupberger................ 1994 $681,539 $218,789 $39,961 (d) 10,000 shares $139,525 $29,457
Chairman of the Board and 1993 542,077 437,610 20,327 (d) 13,438 248,313 32,957
Chief Executive Officer 1992 527,499 374,100 39,760 (d) 10,000 180,375 33,671
Donald C. Hintz................ 1994 $320,769 $142,749 $52,389 (d) 5,000 shares $ 48,379 $23,056
Executive Vice President and 1993 265,386 166,560 48,548 (d) 5,000 85,774 24,462
Chief Nuclear Officer 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
Executive Vice President -- 1993 288,559 217,287 36,166 (d) 6,719 100,250 25,961
Marketing and External 1992 254,167 152,500 27,008 (d) 5,000 90,188 25,447
Affairs
Jerry L. Maulden............... 1994 $426,134 $135,962 $63,994 (d) 5,000 shares $ 56,550 $25,690
President and 1993 385,000 286,985 84,655 (d) 5,000 100,250 25,639
Chief Operating Officer 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
Senior Vice President and 1993 221,696 141,811 48,805 (d) 2,500 50,125 22,667
Chief Financial Officer 1992 209,975 93,686 45,585 (d) 2,500 45,094 43,594
</TABLE>
- -------------
(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 in 1994, 1993 and
1992 (see note (d) below) under the Equity Ownership Plan.
(c) Includes the following:
(1) 1994 Executive Medical Plan premiums as follows: Mr. Hintz $1,761; Mr.
Jackson $1,761; Mr. Lupberger $1,761; Mr. Maulden $1,761; and Mr.
McInvale $1,761.
(2) 1994 employer contributions to the Defined Contribution Restoration Plan
as follows: Mr. Hintz $5,210; Mr. Jackson $5,134; Mr. Lupberger $15,946;
Mr. Maulden $8,359; and Mr. McInvale $2,775.
(3) There were no company contributions to the Employee Stock Ownership Plan
for 1994. Any plan growth was attributable to reinvested dividends and
other plan income.
(4) 1994 employer contributions to the System Savings Plan as follows: Mr.
Hintz $4,500; Mr. Jackson $4,500; Mr. Lupberger $4,500; Mr. Maulden
$4,500; and Mr. McInvale $4,500.
(5) 1994 reimbursements under the Executive Financial Counseling Program as
follows: Mr. Hintz $785; Mr. Jackson $1,175; Mr. Lupberger $2,623; Mr.
Maulden $1,350; and Mr. McInvale $645.
(6) 1994 payments for personal use under the Private Ownership Vehicle Plan
as follows: Mr. Hintz $10,800; Mr. Jackson $10,800; Mr. Lupberger
$4,627; Mr. Maulden $9,720; and Mr. McInvale $9,900.
(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. Hintz: 17,568 shares, $384,300; Mr. Jackson: 18,000
shares, $393,750; Mr. Lupberger: 33,950 shares, $742,657; Mr. Maulden:
18,000 shares, $393,750; and Mr. McInvale: 12,750 shares, $278,907.
Accumulated dividends are paid on restricted stock when vested.
(FOOTNOTES CONTINUED ON FOLLOWING PAGE)
13
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 table. The value of restricted stock awards, at
December 31, 1994, is determined by multiplying the total number of shares
awarded by the closing market price of the Corporation's Common Stock on the
New York Stock Exchange Composite Transactions on December 31, 1994 ($21.875
per share).
OPTION GRANTS IN 1994
The following table summarizes option grants during 1994 to the executive
officers named in the Summary Compensation Table above.
<PAGE>
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------- POTENTIAL REALIZABLE
NUMBER % OF TOTAL VALUE AT ASSUMED
OF OPTIONS ANNUAL RATES OF
SECURITIES GRANTED EXERCISE STOCK PRICE APPRECIATION
UNDERLYING TO EMPLOYEES PRICE FOR OPTION TERM(b)
OPTIONS IN (PER SHARE) EXPIRATION ------------------------
NAME GRANTED(1) 1994 (a) DATE 5% 10%
---- ---------- ------------ ----------- ------------ --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Edwin Lupberger...................... 10,000 14.8% $ 37.00 01/27/04 $ 232,691 $ 589,685
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
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
</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 of 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.
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER
NUMBER NON-STOCK PRICE-BASED PLANS(a)(b)
OF PERFORMANCE PERIOD UNTIL -----------------------------------
NAME SHARES MATURATION OR PAYOUT THRESHOLD TARGET MAXIMUM
---- ------ ------------------------ --------- ------- -------
<S> <C> <C> <C> <C> <C>
Edwin Lupberger................... 25,200 01/01/94-12/31/96 8,400 16,800 25,200
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
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
</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.
14
PENSION PLAN TABLES
RETIREMENT INCOME PLAN TABLE
ANNUAL YEARS OF SERVICE
COVERED --------------------------------------------------------
COMPENSATION 15 20 25 30 35
------------ -------- -------- -------- -------- --------
$100,000........... $ 22,500 $ 30,000 $ 37,500 $ 45,000 $ 52,500
200,000........... 45,000 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
The Corporation has a Retirement Income Plan (a defined benefit plan) that
provides a benefit for employees at retirement from the Corporation based upon
(1) generally, all years of service beginning at age 21 through termination,
with a forty-year maximum, multiplied by (i) 1.5% for each year of service and
(ii) the final average salary. Final average salary 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. The amount of the
named individuals' 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 the Retirement Income Plan is limited by Sections
401 and 415 of the Internal Revenue Code; however, the Corporation has adopted a
pension equalization plan. Under this plan, certain executives, including the
named executive officers, would receive an amount equal to the benefit payable
under the Retirement Income Plan, without regard to the limitations, less the
amount actually payable under the Retirement Income Plan.
The Retirement Income Plan was amended 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.
The credited years of service under the 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
following executive officer named in the Summary Compensation Table was: Mr.
Maulden 29. The credited years of service under the respective Retirement Income
Plans, as amended, as of December 31, 1994 for the following 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. Lupberger 31; and Mr. McInvale 22.
In addition to the Retirement Income Plan discussed above, the Corporation
has 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 the Corporation. The participant may receive from the Corporation
a monthly benefit payment not in excess of .025 (under the SRP) or .0333 (under
the PRP) times the participant's average basic annual salary (as defined in the
plans) for a maximum of 120 months. Mr. Hintz has entered into an SRP
participation contract, and all of the other executive officers named in the
Summary Compensation Table (except for Mr. McInvale) have entered into PRP
participation contracts.
15
SYSTEM EXECUTIVE RETIREMENT PLAN TABLE (1)
ANNUAL YEARS OF SERVICE
COVERED ------------------------------------------------
COMPENSATION 10 15 20 25 30+
------------ -------- -------- -------- -------- --------
$ 200,000.................... $ 60,000 $ 90,000 $100,000 $110,000 $120,000
300,000.................... 90,000 135,000 150,000 165,000 180,000
400,000.................... 120,000 180,000 200,000 220,000 240,000
500,000.................... 150,000 225,000 250,000 275,000 300,000
600,000.................... 180,000 270,000 300,000 330,000 360,000
700,000.................... 210,000 315,000 350,000 385,000 420,000
1,000,000.................... 300,000 450,000 500,000 550,000 600,000
- ---------
(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 10, 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: 3.0%, 4.5%, and 5.0%, respectively.
In 1993, Entergy Corporation adopted the System Executive Retirement Plan
(SERP). The SERP is an unfunded defined benefit plan offered at retirement to
certain senior executives, which would currently include all the executive
officers 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 above 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 the
named executive officers (other than Mr. Jackson and Mr. McInvale) disclosed
above in the Retirement Income Plan Table discussion. Mr. Jackson and Mr.
McInvale have 21 years and 13 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 Corporation, he may take no employment
after retirement with any entity that is in competition with or similar in
nature to the Corporation or any affiliate thereof. Eligibility for benefits is
forfeitable for various reasons, including violation of an agreement with the
Corporation, resignation of employment, or termination for cause.
APPOINTMENT OF INDEPENDENT ACCOUNTANTS
It is intended that, unless otherwise specified by the stockholders, votes
will be cast pursuant to the proxies hereby solicited in favor of the
ratification of the appointment by the Board of Directors of Coopers & Lybrand
L.L.P. as independent accountants of the Corporation for the year 1995. The firm
of Coopers & Lybrand has acted for the Corporation in this capacity beginning in
1994. The firm of Coopers & Lybrand had acted for the Corporation's operating
subsidiary, Gulf States Utilities Company, in this capacity since 1933. The firm
of Coopers & Lybrand does not have any relationship with the Corporation or any
of its subsidiaries except that disclosed above.
If the stockholders do not ratify the selection of Coopers & Lybrand, the
Board of Directors will consider the appointment of other independent public
accountants to serve as auditors for the next fiscal year. A
16
representative of the firm of Coopers & Lybrand will be present at the meeting
to respond to appropriate questions and will have an opportunity to make a
statement, if such representative desires.
In 1993, proposals were requested from qualified firms of certified public
accountants to perform audit services in 1994. The firm of Coopers & Lybrand
was selected as a result of this process. The selection of independent
auditors was approved by the Audit Committee of the Board of Directors and
ratified by the stockholders of the Corporation.
The firm of Deloitte & Touche LLP was dismissed after the completion of the
1993 audit. The Independent Auditors' Reports of Deloitte & Touche LLP on the
consolidated financial statements of Entergy Corporation and subsidiaries as of
December 31, 1993 and 1992, and for each of the three years in the period ended
December 31, 1993 each expressed an unqualified opinion and includes explanatory
paragraphs as to uncertainties because of certain regulatory and litigation
matters. During the past two fiscal years and through March 16, 1994, there were
no reportable events (as defined in Regulation S-K, Item 304(a)(1)(v)) or
disagreements with Deloitte & Touche LLP on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure
that were not resolved to the satisfaction of Deloitte & Touche LLP.
STOCKHOLDER PROPOSALS FOR 1996 MEETING
Any eligible holder of shares of Common Stock of the Corporation intending
to present a proposal in accordance with the rules of the Securities and
Exchange Commission for consideration at the Annual Meeting of Stockholders of
the Corporation to be held in 1996 and desiring that such proposal be considered
for inclusion in the Corporation's proxy statement and proxy for that meeting is
advised that such proposal must be received by the Corporation at its principal
offices not later than December 21, 1995.
Under the Bylaws of the Corporation, stockholders must give the Corporation
advance notice of proposed nominees for director and of proposed business to be
conducted at the meeting not less than 60 days nor more than 85 days prior to
the anniversary date of the immediately preceding annual meeting of
stockholders. In the event that the annual meeting is called for a date that is
not within thirty (30) days before or after such anniversary date, notice by the
stockholder to be timely must be so delivered or received not later than the
close of business on the 10th day following the earlier of the date on which
such notice or public disclosure of the date of the meeting was given or made.
OTHER BUSINESS
The Board of Directors does not intend to bring any business before the
meeting other than the matters referred to in this Proxy Statement and is not
aware of any other matters that may be brought before the meeting. However, if
any other matters properly come before the meeting, it is intended that the
persons named in the accompanying proxy will vote pursuant to the proxy in
accordance with their judgment on such matters.
By order of the Board of Directors,
Edwin Lupberger
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
Dated: April 19, 1995
17
EXHIBIT INDEX
The following exhibits are filed herewith.
16 Former Accountant's Letter
1
[FORM OF PROXY, FRONT SIDE]
ENTERGY CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF STOCKHOLDERS--MAY 26, 1995
The undersigned hereby appoints Messrs. Edwin Lupberger, Wm. Clifford
Smith and Dr. Norman C. Francis, jointly and severally, as Proxies, each with
the power to appoint his substitute, and hereby authorizes them to represent and
to vote, as designated on the reverse side, all shares of Common Stock of
Entergy Corporation held of record by the undersigned on April 3, 1995, at the
Annual Meeting of Stockholders to be held at the James M. Cain Energy Education
Center, Louisiana Highway 3127, Taft, Louisiana, on Friday, May 26, 1995, at
10:00 a.m., Central Daylight Time, and any adjournment or adjournments thereof,
with all powers the undersigned would possess if personally present.
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting, and any adjournment or
adjournments thereof.
(PLEASE SIGN ON REVERSE SIDE AND RETURN PROMPTLY)
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FOLD AND DETACH HERE
ENTERGY SHAREHOLDER DIRECT
To hear the latest quarterly earnings results, dividend action, and other
Entergy news and information, shareholders may call Entergy Shareholder
Direct at 1-800-ENTERGY (368-3749). This telephone information service,
which replaces the practice of sending shareholders printed quarterly
reports, may also be used to request a printed copy of the quarterly
earnings release by fax or mail.
RECORDS INFORMATION
For assistance with questions about lost certificates, lost or missing
dividend checks, or notification of change of address, shareholders may
call Mellon Securities Trust Co. at 1-800-333-4368.
INVESTOR RELATIONS
For copies of Entergy's 10-K and 10-Q reports filed with the Securities
and Exchange Commission, and for other investor information call
1-800-292-9960.
[FORM OF PROXY, BACK SIDE]
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 AND 2.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
1. Election of Directors. Nominees: W. F. Blount, J. A. Cooper, Jr.,
L. J. Fjeldstad, N. C. Francis,
K. Hodges, Jr., R. v.d. Luft,
FOR WITHHOLD E. Lupberger, K. R. McKee, P. W.
all AUTHORITY Murrill, J. R. Nichols, E. H. Owen,
nominees to vote for J. N. Palmer, Sr., R. D. Pugh,
all nominees H. D. Shackelford, W. C. Smith,
B. A. Steinhagen
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL, WRITE THAT NOMINEE'S NAME
ON THE LINE PROVIDED BELOW.
O O __________________________________________________________
2. Ratify the appointment of Coopers & Lybrand L.L.P.
as independent accountants.
FOR AGAINST ABSTAIN
O O O
Receipt of the notice of meeting, the proxy
statement and the Annual Report of Entergy
Corporation for 1994 is acknowledged.
Please sign exactly as name appears hereon.
When shares are held by joint tenants, both
should sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as such. If
a corporation, please sign in full corporate
name by President or other authorized
officer. If a partnership, please sign in
partnership name by authorized person.
Dated: , 1995
-------------------------------
Signature:
---------------------------------
--------------------------------------------
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE
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FOLD AND DETACH HERE
Dear Shareholder(s) of Entergy Corporation:
Enclosed you will find material regarding the Corporation's 1995 Annual Meeting
of Stockholders. The notice of the Annual Meeting and proxy statement describe
the formal business to be transacted at the meeting, as summarized on the
attached proxy card.
Whether or not you expect to attend the Annual Meeting, please complete and
return promptly the attached proxy card in the accompanying envelope, which
requires no postage if mailed in the United States. As a shareholder, please
remember that your vote is important to us. We look forward to hearing from you.
EXHIBIT 16
FORMER ACCOUNTANT'S LETTER
April 19, 1995
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read and agree with the comments in the fourth paragraph under the
heading "Appointment of Independent Accountants" in the Proxy Statement of
Entergy Corporation dated April 19, 1995.
Yours truly,
Deloitte & Touche LLP
New Orleans, Louisiana
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