FILE No. 70-8509
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-1
AMENDMENT NO. 3
to
APPLICATION-DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Entergy Corporation Entergy Enterprises
639 Loyola Avenue Three Financial Centre
New Orleans, Louisiana 70113 900 S. Shackleford Rd., Suite 210
Little Rock, Arkansas 72211
Entergy Systems and Service, Inc.
4740 Shelby Drive, Suite 105
Memphis, Tennessee 38118
(Names of companies filing this statement and addresses
of principal executive offices)
Entergy Corporation
(Name of top registered holding company
parent of each applicant or declarant)
Michael G. Thompson
Senior Vice President, General Counsel and Secretary
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 any
communications in connection with this matter to:
Laurence Mason Hamric, Esq. John L. Bosch
General Attorney Vice President
Entergy Services, Inc. Entergy Systems and Service, Inc.
639 Loyola Avenue 4740 Shelby Drive, Suite 105
New Orleans, Louisiana 70113 Memphis, Tennessee 38118
Mark W. Hoffman, Esq.
Senior Attorney
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, Louisiana 70113
<PAGE>
Item 1. Description of Proposed Transactions
1. The first sentence of part "G" of Item 1 is
hereby amended to read as follows:
"Entergy SASI will file annual reports in the form of a
modified Form U-13-60 with the Commission on or before
May 1 of each year for the preceding calendar year."
2. Item 1 is hereby amended and supplemented by
adding the following new sections "I" and "J" at the
end thereof:
"I. Actions Taken Pursuant to Rule 45 (b)(4).
On June 28, 1995, the Commission amended Rule
45(b)(4) to exempt from the requirement of prior
Commission authorization under Section 12(b) of the
Act and Rule 45(a) all capital contributions and open
account advances, without interest, by a parent
company to its subsidiary company. On June 28,
1995, pursuant to Rule 45(a)(4), Entergy made capital
contributions to Enterprises in the aggregate amount
of $125,000,000 and Enterprises, in turn, made
capital contributions to Entergy SASI in the
aggregate amount of $125,000,000. Entergy SASI
applied a portion of the proceeds derived from such
capital contributions to discharge the entire
principal indebtedness of $72.3 million owed to
Entergy under the Loan Agreement between Entergy and
Entergy SASI, together with accrued interest in the
amount of $2,661,953.41, and the Loan Agreement was
terminated concurrently therewith.
J. Other Information Provided Pursuant to Rule 54.
1. The proceeds to be received from the issuance of
any Entergy SASI Debt Securities to non-affiliated
third parties will not be used to invest directly or
indirectly in an exempt wholesale generator ("EWG") or
foreign utility company ("FUCO"), as defined in
Sections 32 and 33, respectively, of the Act.
2. The proposed transactions may be subject to Rule
54. In determining whether to approve the issue or
sale of a security by a registered holding company for
purposes other than the acquisition of an EWG or FUCO,
or other transactions by such registered holding
company or its subsidiaries other than with respect to
EWGs or FUCOs, the Commission shall not consider the
effect of the capitalization or earnings of any
subsidiary which is an EWG or FUCO upon the registered
holding company system if Rules 53(a), (b) and (c) are
satisfied. In that regard, assuming consummation of
the transactions proposed in this application, all of
the conditions set forth in Rule 53(a) are and will be
satisfied and none of the conditions set forth in Rule
53(b) exist or, as a result thereof, will exist.
3. Entergy's "aggregate investment" in EWGs and FUCOs
is approximately $196.7 million, representing
approximately 9.67% of the Entergy System's
consolidated retained earnings as of March 31, 1995.
Furthermore, Entergy has complied with and will
continue to comply with the record keeping requirements
of Rule 53 (a)(2) concerning affiliated EWGs and FUCOs.
In addition, as required by Rule 53(a)(3), no more than
2% of the employees of the Entergy System's domestic
public utility subsidiary companies render services to
affiliated EWGs and FUCOs. Finally, none of the
conditions set forth in Rule 53(b), under which the
provisions of Rule 53 would not be available, have been
met."
Item 6. Exhibits and Financial Statements.
(b) Financial Statements.
- Financial Statements of Entergy SASI as of
March 31, 1995.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned companies have
duly caused this amendment to be signed on their behalf by
the undersigned thereunto duly authorized.
ENTERGY CORPORATION
By: /s/ Michael G. Thompson
Michael G. Thompson
Senior Vice President,
General Counsel and Secretary
ENTERGY ENTERPRISES, INC.
By: /s/ Michael G. Thompson
Michael G. Thompson
Senior Vice President -
Law and Secretary
ENTERGY SYSTEMS AND SERVICE, INC.
By: /s/ Michael G. Thompson
Michael G. Thompson
Vice President and Secretary
Dated: July 14, 1995
Entergy Systems and Service, Inc.
Balance Sheet
March 31, 1995
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 16,177,402
Accounts receivable 2,424,344
Other current assets 350,509
----------------
Total current assets 18,952,254
----------------
Furniture, fixtures and equipment, net 5,928,573
Equipment Inventory - held for installation 14,392,698
Installations-in-process 5,326,817
Installed equipment 9,446,256
Investment in affiliate 2,316,996
Loan receivable from affiliate 2,700,000
Goodwill, net 962,471
Deferred taxes 11,298,426
Other assets 13,851,485
----------------
$ 85,175,977
================
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Accounts payable $ 3,043,333
Accrued liabilities 375,712
Current portion of capital lease obligations 157,927
----------------
Total current liabilities 3,576,972
----------------
Note payable to parent 72,300,000
Deferred credit - Sanwa 4,289,758
Deferred service contract revenue 10,478,095
Accrued maintenance costs 194,849
Capital lease obligations 284,300
Long-term Liabilities 2,144,633
----------------
Total liabilities 93,268,608
----------------
Shareholder's equity:
Common stock, no par value, 50,000 shares authorized,
13,500 shares issued and outstanding 13,500,000
Accumulated defecit
(21,592,631)
----------------
Total shareholder's equity (8,092,631)
----------------
$ 85,175,977
================
<PAGE>
Entergy Systems and Service, Inc.
Statement of Operations
Twelve Months Ended March 31, 1995
(Unaudited)
Revenue $ 6,772,099
Cost of Goods Sold 4,089,713
-----------------
Gross Margin 2,682,386
Selling, general and administrative expenses:
Salaries and wages 11,667,298
Other 10,868,618
-----------------
Operating loss (19,853,530)
Other income 1,010,213
Interest expense 3,543,027
-----------------
Loss before income taxes (22,386,345)
Income taxes (7,910,651)
-----------------
Net loss $ (14,475,694)
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