File No. 70-8149
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-1
AMENDMENT NO. 7
to
DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Entergy Corporation
639 Loyola Avenue
New Orleans, Louisiana 70113
(Name of company filing this statement and
address of principal executive offices)
ENTERGY CORPORATION
(Name of top registered holding company parent of
each applicant or declarant)
Gerald D. McInvale
Senior Vice President and
Chief Financial Officer
Entergy Corporation
639 Loyola Avenue
New Orleans, Louisiana 70113
(Name and address of agent for service)
The Commission is also requested to send copies of communications
in connection with this matter to:
Laurence M. Hamric, Esq. William T. Baker, Jr., Esq.
Entergy Services, Inc. Reid & Priest LLP
639 Loyola Avenue 40 West 57th Street
New Orleans, Louisiana 70113 New York, New York 10019
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Item 1. Description of Proposed Transactions.
(a) The last sentence of the first paragraph of Item 1
of the Declaration, as amended, is hereby amended and restated as
follows:
"The names of the Banks, the maximum amount of the
aggregate commitment of such Banks (which will not exceed $300
million), and the maximum amounts of their respective
participations (collectively, the "Commitments") in the proposed
borrowings by Entergy will be reflected in the executed Credit
Agreement to be filed by Rule 24 Certificate in this File No. 70-
8149."
(b) The fourth paragraph of Item 1 of the Declaration,
as amended, is hereby supplemented to include the following
sentence at the end of such paragraph:
"In addition, any amounts payable which are not paid
when due would bear interest at the Prime Rate plus 2%, payable
upon demand."
(c) The last thirteen paragraphs of Item 1 of the
Declaration, as amended, are hereby amended and restated as
follows:
"The proceeds of the borrowings under the proposed
arrangements will be used by Entergy for general corporate
purposes, including, among other things, (1) the acquisition of
shares of Entergy's outstanding common stock, (2) further
investments by Entergy in related non-utility businesses, subject
to receipt of any further Commission approval, if necessary,
under the Act in separate filings made at an appropriate time,
and (3) investments in exempt wholesale generators ("EWGs") and
foreign utility companies ("FUCOs") as permitted by Sections 32
and 33, respectively, of the Act. Entergy undertakes that it
will comply with any rules adopted by the Commission under
Section 33 of the Act relating to investments in FUCOs.
With respect to (2) and (3), Entergy contemplates
investments up to approximately $150 million per year for each of
the next three years in related non-utility businesses, EWGs and
FUCOs. Such investments are expected to be primarily in EWGs and
FUCOs, each subject to the provisions of the Act, and to a lesser
extent in related non-utility businesses. The relative amounts
of such investments will depend on where the most attractive
investment opportunities arise and cannot be predicted with
certainty. The investments currently contemplated involve
participation in three projects in South America and one project
in India in 1995. To date, Entergy has made no investment in
these projects, however, Entergy's share of these projects may
total approximately $204 million over a two year period. As
opportunities for investments in non-utility projects arise,
Entergy will request authorization for each investment, to the
extent required by the Act.
After giving effect to the proposed transaction, all of
the conditions of Rule 53(a) under the Act are and will be
satisfied, and none of the conditions of Rule 53(b) exists or, as
a result of the transactions, will exist. In compliance with
Rule 53, Entergy states the following information:
(1) Assuming full use has been made of the $300
million of bank loans for EWG or FUCO investments, Entergy's
aggregate investment (as defined in Rule 53) in EWGs and FUCOs,
on a pro forma basis, would be approximately 24% of Entergy's
consolidated retained earnings (as defined in Rule 53) at March
31, 1995.
(2) Entergy maintains books and records to identify
investments in and earnings from any EWG or FUCO in which it
directly or indirectly holds an interest.
(3) For each FUCO or foreign EWG that is a majority-
owned subsidiary company (as defined in Rule 53) of Entergy, and
for each United States EWG in which Entergy directly or
indirectly holds an interest, the books and records shall be
kept, and financial statements shall be prepared, in accordance
with generally accepted accounting principles ("GAAP"), and
Entergy undertakes to provide the Commission access to such books
and records and financial statements (in English) as the
Commission may request. Entergy's only current direct or
indirect investment of this type is a 50% interest, owned through
Entergy's EWG subsidiaries, Entergy Power Development Corporation
and Entergy Richmond Power Corporation, in an independent power
plant in Richmond, Virginia that has been certified as an EWG.
The books and records and financial statements of these entities
are kept and prepared in accordance with GAAP.
(4) For each FUCO or foreign EWG in which Entergy
directly or indirectly owns 50% or less of the voting securities,
Entergy will proceed in good faith, to the extent reasonable
under the circumstances, to cause the books and records to be
kept, and financial statements to be prepared, in conformity with
GAAP, and to cause the Commission to have access to such books
and records and financial statements (in English) as the
Commission may request. In any event, Entergy will make
available to the Commission any books and records of such entity
that are available to Entergy. If such books and records and
financial statements are maintained according to a comprehensive
body of accounting principles other than GAAP, Entergy will, upon
request, describe and quantify each material variation from GAAP.
Entergy currently has investments of 50% or less in each of three
EWG/FUCOs located in Argentina and one EWG located in Pakistan,
the books and records and financial statements of which are kept
and prepared in accordance with GAAP.
(5) Less than 2% of the employees of Entergy's
domestic public-utility company subsidiaries render or will
render services, at any one time, directly or indirectly, to EWGs
or FUCOs in which Entergy has a direct or indirect interest.
(6) Entergy has submitted a copy of this Declaration
on Form U-1, as amended, to the Federal Energy Regulatory
Commission and to each of the public service commissions having
jurisdiction over the retail rates of Entergy's public utility
company subsidiaries.
(7) Neither Entergy nor any subsidiary company thereof
has been the subject of a bankruptcy or similar proceeding.
(8) Average consolidated retained earnings of $2,241
million for the four most recent quarterly periods ended March
31, 1995 have not decreased by 10% from the average consolidated
retained earnings of $2,263 million for the previous four
quarterly periods ended March 31, 1994, and aggregate investment
in EWGs and FUCOs at March 31, 1995 ($196.7 million) is less than
2% of total capital invested in utility operations at that date
($15,838 million).
(9) Entergy's reported operating losses for the twelve
months ended March 31, 1995 attributable to its direct or
indirect EWG and FUCO investments totaled $4.9 million, which is
0.2% of consolidated retained earnings at March 31, 1995."
Item 5. Procedure.
Item 5 of the Declaration, as amended, is hereby
supplemented to include the following at the end of such Item:
"Entergy contemplates entering into the proposed
borrowing arrangements by no later than October 31, 1995.
Entergy hereby requests the Commission to enter an Order
authorizing Entergy to enter into these arrangements by such
date."
Item 6. Exhibits and Financial Statements.
(a) Exhibits:
A-1 - Certificate of Incorporation of Entergy (filed as
Exhibit A-1(a) to Rule 24 Certificate in
70-8059)
A-2 - By-Laws of Entergy (filed as Exhibit A-2(a) to
Rule 24 Certificate in 70-8059)
*B - Credit Agreement among Entergy and various banks
named therein
*F - Opinion of Reid & Priest LLP
(b) Financial Statements:
Financial statements of Entergy and subsidiaries,
consolidated, as of December 31, 1994 and March 31, 1995,
including the Notes to such financial statements, included in the
Annual Report on Form 10-K for the fiscal year ended December 31,
1994 and in the Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1995, respectively (filed in File No. 1-
11299 and incorporated herein by reference).
*To be filed by Rule 24 Certificate after execution of Credit
Agreement.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned company has duly
caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
ENTERGY CORPORATION
By: /s/ William J. Regan, Jr.
William J. Regan, Jr.
Vice President and Treasurer
Date: July 13, 1995
<PAGE>
CERTIFICATE OF SERVICE
I hereby certify that a copy of Amendment No. 7 to the
Declaration in File No. 70-8149, was caused to be served upon the
following persons by first class mail, postage prepaid, this 13th
day of July, 1995:
Arkansas Public Service Commission
1000 Center Street
P. O. Box 400
Little Rock, AR 72203-0400
Mary W. Cochran, Esq., General Counsel
Paul R. Hightower, Esq., Commission Counsel
Mississippi Public Service Commission
P. O. Box 1174
Jackson, MS 39215
George M. Fleming, Esq.
General Counsel - Public Utilities Staff
Wm. Bruce McKinley, Esq.
General Counsel - Commission Staff
Counsel of the City of New Orleans
Council Utilities Regulatory Office
Room 6E07 - City Hall
1300 Perdido Street
New Orleans, LA 70112
Kathy Lee Torregano, Esq., City Attorney
Michael W. Tifft, Esq., Deputy City Attorney
Verner, Liipfert, Bernhard, McPherson and Hand,
Chartered
901 15th Street, N.W.
Washington, D.C. 20005-2301
Clinton A. Vince, Esq.
Sherry A. Quirk, Esq.
Montina M. Cole, Esq.
Stone, Pigman, Walther, Wittmann & Hutchinson
546 Carondelet Street
New Orleans, Louisiana 70130
Denise M. Pilie, Esq.
/s/ Denise C. Redmann
Denise C. Redmann
Senior Attorney -
Corporate and Securities
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, LA 70113
(504) 576-2272
