File No. 70-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM U-1
_______________________________
APPLICATION-DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
_________________________________
Entergy Corporation Arkansas Power & Light Company
639 Loyola Avenue 425 West Capitol Avenue
New Orleans, Louisiana 70113 Little Rock, Arkansas 72201
Entergy Services, Inc. Louisiana Power & Light Company
639 Loyola Avenue 639 Loyola Avenue
New Orleans, Louisiana 70113 New Orleans, Louisiana 70113
Entergy Enterprises, Inc. Mississippi Power & Light Company
900 South Shackleford Road 308 East Pearl Street
Little Rock, Arkansas 72211 Jackson, Mississippi 39215
Gulf States Utilities Company New Orleans Public Service Inc.
350 Pine Street 639 Loyola Avenue
Beaumont, Texas 77701 New Orleans, Louisiana 70113
Entergy Systems and Service, Inc. System Energy Resources, Inc.
4740 Shelby Drive, Suite 105 1340 Echelon Parkway
Memphis, Tennessee 38118 Jackson, Mississippi 39213
(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)
___________________________________
Gerald D. McInvale John J. Cordaro
Executive Vice President and President
Chief Financial Officer New Orleans Public Service Inc.
Entergy Corporation 639 Loyola Avenue
639 Loyola Avenue New Orleans, Louisiana 70113
New Orleans, Louisiana 70113
Jerry D. Jackson R. Drake Keith
Executive Vice President President
Entergy Services, Inc. Arkansas Power & Light Company
639 Loyola Avenue 425 West Capitol Avenue
New Orleans, Louisiana 70113 Little Rock, Arkansas 72201
Frank Gallaher Gerald D. McInvale
President Executive Vice President and
Gulf States Utilities Company Chief Financial Officer
350 Pine Street Entergy Enterprises, Inc.
Beaumont, Texas 77701 900 Shackleford Road
Little Rock, Arkansas 72211
John J. Cordaro Donald E. Meiners
President President
Louisiana Power & Light Company Mississippi Power & Light Company
639 Loyola Avenue 308 East Pearl Street
New Orleans, Louisiana 70113 Jackson, Mississippi 39215
Donald C. Hintz John L. Bosch
President Treasurer
System Energy Resources, Inc. Entergy Systems and Service, Inc.
1340 Echelon Parkway 4740 Shelby Drive, Suite 105
Jackson, Mississippi 39213 Memphis, Tennessee 38118
(Names and addresses of agents for service)
__________________________________
The Commission is also requested to send copies of any
communications in connection with this matter to:
Frederick F. Nugent, Esq. Laurence M. Hamric, Esq.
General Counsel J. Wayne Anderson, Esq.
Entergy Enterprises, Inc. Entergy Services, Inc.
Three Financial Centre, Suite 210 639 Loyola Avenue
Little Rock, AR 72211 New Orleans, LA 70113
William T. Baker, Jr., Esq.
Reid & Priest
40 West 57th Street
New York, NY 10019
<PAGE>
Item 1. Description of Proposed Transactions.
Entergy Corporation<FN1> ("Entergy"), a Delaware
corporation and a registered holding company under the Public
Utility Holding Company Act of 1935, as amended (the "Act"), and
its wholly-owned subsidiaries, 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") (AP&L, GSU,
LP&L, MP&L and NOPSI being collectively referred to herein as the
"System Operating Companies"), System Energy Resources, Inc.
("SERI"), Entergy Services, Inc. ("ESI"), Entergy Enterprises,
Inc. ("Enterprises") and Entergy Systems and Service, Inc.
("Entergy SASI") hereby seek all requisite approvals from the
Securities and Exchange Commission ("Commission") under Sections
6(a), 7, 9(a), 10, 11, 12 and 13(b) of the Act and Rules 45, 87,
90, 91, 92, 93 and 94 thereunder (1) for Entergy to organize a
new subsidiary company proposed to be called Entergy Technologies
Company ("ETC") and to provide funding to ETC in an aggregate
amount up to $100 million through December 31, 1998; (2) for ETC
to enter into arrangements with the System Operating Companies,
ESI and other Entergy System companies permitting ETC to use and
make available to non-associate companies from time to time
certain unused capacity on the Entergy System's
Telecommunications Backbone System<FN2> for the purpose of providing
interstate "long haul" or "carrier of carriers" services; (3) for
ETC to engage in research and development activities relating to
telecommunications and information systems and products that
might potentially be deployed on a utility or non-utility basis,
or both, by the Entergy System; (4) for ETC to effect borrowings
from external sources from time to time through December 31, 1998
in an aggregate principal amount not to exceed $100 million at
any one time, and for Entergy to provide guarantees of such
indebtedness; (5) for ETC to obtain certain services from ESI;
and (6) for certain related transactions, all as more
particularly described below.
A. Background
Entergy, through the System Operating Companies, is
primarily engaged in the generation, transmission and
distribution of electricity, serving approximately 2.4 million
customers within the States of Arkansas, Louisiana, Mississippi
and Texas. In conjunction with the providing of electric
service, the System Operating Companies, SERI and ESI currently
own and operate the component parts of the Backbone System, as
well as microwave and two-way radio communications systems
(operating at various frequencies, including 150 Mhz, 450 Mhz and
800 Mhz, 2 and 6 Ghz). In addition, when it is practical or cost-
efficient to do so, Entergy System companies purchase or arrange
for the use of telecommunications capacity, such as local access
trunks, private lines and high speed data transmission links,
owned by non-System parties. These wire and wireless systems are
used primarily for day-to-day utility communications, data
transmission and information processing between offices and
personnel, System operations, communications between dispatchers
and work crews, and communications with state and federal public
safety and emergency management agencies.
In an increasingly competitive environment, it is
essential for the Entergy System to have a technologically
advanced telecommunications system. Such a system enables the
System Operating Companies to staff crews efficiently, minimize
overtime, meet customer emergency and other service needs
promptly, and maintain system operations and reliability.
Moreover, the varied and complex electric power transactions
likely to occur in the future will require greater use and
coordination of utility telecommunications networks, and thus
create a greater need for reliable and sophisticated voice and
data telecommunications systems.
The Entergy System's paramount objective with respect
to telecommunications is to have a telecommunications system that
will most cost effectively permit the System Operating Companies,
SERI and ESI to meet their existing and forecasted needs for
utility telecommunications and information capabilities and
technologies, while optimizing the use of emerging technologies
for enhanced utility operations, including energy management,
data transmission and other utility-related applications of
telecommunications infrastructure. As a result of the need for
System telecommunications integration following the combination
of GSU into the Entergy System, and in connection with the normal
replacement of deficient or storm damaged shield wire, the
Entergy System is and has been extending and upgrading the
Backbone System from New Orleans, Louisiana, to Bryan, Texas, and
elsewhere.
Digital telecommunication facilities inherently have
the capacity for multi-party use, and technological advances and
improvements that increase the capability of fiber optic and
radio facilities to transmit information are occurring rapidly.
For example, the electronic equipment that impresses the signal
on fiber optic cable can readily be upgraded to expand the
capability of a fiber optic system to carry information. Thus,
enhancements to the capacity of communications facilities can be
accomplished largely by upgrading the associated electronics.
Moreover, due to economies of scale and other considerations, it
is cost effective to install fiber optic cable with more capacity
than is needed for current business purposes at the time of
installation.<FN3> Indeed, it is customary in the industry for
utilities to install substantially more fiber optic capacity than
may be needed for utility-related purposes at a given time.<FN4> As a
result, there currently exists capacity on the Backbone System
that will not be activated by the System companies for internal
communications, data transmission or other purposes related to
utility operations until some future time.
Entergy intends to pursue opportunities that arise to
make available unused capacity on the Backbone System to non-
associate companies to provide interstate "long haul" or "carrier
of carriers" services. This consists of providing bulk
telecommunications capacity on a wholesale basis to other
carriers, who in turn resell such capacity to third parties for
interstate service.
The provision of unused capacity to non-associates will
benefit the Entergy System, its customers and its investors by,
among other things, permitting recovery of a portion of the costs
of the Backbone System from non-associates, thereby helping to
reduce the costs of such system borne by the System Operating
Companies and their customers. As discussed further below,
Entergy proposes to form a special purpose subsidiary (i.e., ETC)
in order to facilitate the provision of unused telecommunications
capacity to third parties, and the development of an advanced
telecommunications system. ETC will incur all business risks
associated with commercialization of unused capacity on the
Backbone System.
B. Description of Backbone System
The System Operating Companies and ESI currently own
and operate an extensive telecommunications Backbone System
running within the Entergy System's service territory. The
Entergy System will have added approximately 750 miles of fiber
to the Backbone System by the end of 1997, including
approximately 450 miles of fiber optic cable that will integrate
GSU's service area into the existing Backbone System. In
addition, Entergy will be replacing an aging analog microwave
system used throughout much of southwestern Louisiana and
southeast Texas with a high capacity digital microwave system.
The existing Backbone System links the major
metropolitan areas and principal support centers (Data Center and
Systems Operations Center), large generating stations and
transmission/distribution centers within the Entergy System
service areas in Arkansas, Louisiana and Mississippi. The
service territory of GSU is presently connected to the Backbone
System via fiber links leased from other service providers and an
outmoded analog microwave system. LP&L and GSU are currently
constructing their respective portions of the Backbone System
that, when completed, will run approximately 450 miles from New
Orleans, Louisiana, through Baton Rouge and Lake Charles,
Louisiana, westward through Beaumont, Texas, and to GSU's western
service territory border near Bryan, Texas. In addition, the
existing analog microwave systems are being upgraded with higher
capacity digital microwave (6 Ghz) systems. The estimated book
value, as of December 31, 1994, of the total investment by System
companies in the Backbone System, inclusive of associated
electronics and other equipment, was approximately $17.3 million.
The System Operating Companies and ESI use the Backbone
System primarily for carrying out day-to-day telecommunications
and data transmission activities that are essential for safe and
reliable utility operations, dispatch of generating stations,
internal information networks and computing, data collection and
transfer, emergency communications, accounting and other utility-
related purposes. The Backbone System also is used in
conjunction with the System's wireless communications facilities.
Although fiber optics make up the majority of Entergy's
telecommunications network, high capacity digital microwave will
continue to play a major role, particularly where installation
costs for fiber are high.
Reliability and availability are key factors in the
operation of an electric grid. In order to provide the highest
level of reliability and availability, "loops" are designed along
fiber backbone routes to allow breaks or interruptions affecting
traffic to be bypassed using alternate routing. In many
instances, telecommunications facilities are served with
emergency or backup power to enhance reliability. There are many
locations outside normal backbone routes (e.g., service offices,
substations, etc.) that are supported via microwave. The use of
fiber in most of these cases would be prohibitively expensive.
Due to recent technical advances in microwave equipment,
capacities up to 155 Mbs are now possible. In some cases, unused
capacity may be available along these microwave routes that could
be offered to non-associates in the same manner as planned for
the Entergy System's unused fiber optic capacity. These
microwave systems would fall under the regulatory authority of
the Federal Communications Commission ("FCC"). Prior to entering
into any such transactions with non-associates relating to these
microwave routes, any required approvals and licenses would be
obtained from the FCC.
C. Organization and Business of ETC
Entergy proposes to form and capitalize a new
subsidiary company, Entergy Technologies Company or ETC, in order
more effectively to make available to non-associate companies
telecommunications capacity on the Backbone System to the extent
such capacity is not being used by other System companies. ETC
would enter into one or more Capacity Use and Service Agreements
with the System Operating Companies and ESI under which they
would make available to ETC unused capacity on the Backbone
System, as determined from time to time. The System Operating
Companies and ESI would retain full ownership of, and rights to
operate and maintain, their respective portions of the Backbone
System. Capacity on the Backbone System would not be deemed
unused or made available to ETC for any period of time in which
it would interfere with the actual and anticipated usage of the
Backbone System for utility purposes by other System companies.
Under the Capacity Use and Service Agreements, ETC would receive
only the right to commercialize for interstate carrier of
carriers purposes the unused communications capacity on the
Backbone System (i.e., the right to commercialize the signal
transmission and carrying capability of the Backbone System).
Accordingly, the System Operating Companies would not transfer
ownership or control of the Backbone System to ETC or to any non-
associate company.
ETC would be responsible pursuant to the Capacity Use
and Service Agreements for monitoring, establishing and
evaluating operational standards for use of the Backbone System
by its non-associates. ETC also would cause to be developed,
constructed and installed at no cost to the System Operating
Companies or ESI equipment and facilities to link the Backbone
System to the telecommunications systems of other carriers. Any
such equipment or facilities located on utility property would be
owned by the appropriate System Operating Company or ESI. ETC
also, under certain circumstances, would make additional
investments in advanced electronics and other new technologies
that could serve to enhance the transmission capability of the
Backbone System.
ETC would pay for the full costs (including both capital and
increased operating and maintenance expenses) of such upgrades,
if such upgrades are not primarily for utility-related purposes
or if they would not have been necessary but for the use of
capacity by ETC pursuant to Capacity Use and Service
Agreement(s).
As noted above, ETC proposes to make unused capacity on
the Backbone System available to non-associate companies to
provide interstate "long haul" or "carrier of carrier" services.
In so doing, ETC may acquire rights to use the capacity of
telecommunications systems of non-System parties in order to
enhance its ability to commercialize the unused capacity on the
Backbone System. This would be done at no cost to the System
Operating Companies. Arrangements with non-associates may take
the form of capacity exchanges or other reciprocal use or "in
kind" transactions, pooling arrangements, consortia, joint
ventures or other transactions involving the use of, or access
to, the unused capacity on the Backbone System for the purposes
described above. The purposes of these transactions would
include, but not be limited to, providing alternative or extended
routing for fiber-based or wireless telecommunications, creating
back-up or other redundant telecommunications networks, and other
measures designed to enhance the capability and value of the
Backbone System. The particular terms and conditions regarding
the provision of interstate carrier of carriers
telecommunications services by ETC to non-associates would be
negotiated at arm's length between such parties.
In addition, ETC may provide unused capacity on the
Backbone System, at cost (determined in accordance with Rules 90
and 91), to associate companies that are not regulated utilities,
including Enterprises and Entergy SASI. Such capacity may be
provided, for example, in conjunction with the development of
enhanced utility or energy-related applications of
telecommunications facilities and other services, including
remote meter reading, load management and energy management
technologies and systems.
Entergy believes that, in light of the rapid emergence
of specialized technologies and operating practices associated
with sophisticated telecommunications systems, it is important to
establish a separate organization dedicated to the
commercialization of unused capacity on the Backbone System and
to the recognition and adaptation of existing and new
telecommunications technology to evolving utility and non-utility
markets and regulatory environments. Thus, in addition to
engaging in transactions relating to the Backbone System's unused
capacity, ETC will be a "clearinghouse" for telecommunications
and information systems technologies, undertaking research and
development activities, field testing various manufacturers'
equipment, and evaluating prototype technologies and equipment
that may be useful in enhancing the operation of utility and non-
utility telecommunications facilities. Entergy believes such
activities will facilitate the design and development of
communications practices and applications in connection with the
Backbone System. In conjunction with such activities, ETC may
acquire ownership of, or licenses to use or sublicense,
telecommunications products or technologies, and may provide
consulting services.
There are additional, significant advantages to
establishing ETC to facilitate the commercialization of
available, unused capacity on the Backbone System to non-
associates. The use of ETC to perform this function will permit
unused capacity on the Backbone System to be marketed more
efficiently to third parties. ETC's focus would be the
commercialization of such unused capacity in the interstate "long-
haul" and "carrier of carriers" market along with research and
development activities. The use of a separate legal entity
(i.e., ETC) to market the System's unused communications capacity
will be accomplished so as to fully insulate the System Operating
Companies and their utility customers from the costs as well as
the business and financial risks relating to ETC's activities.
ETC's business activities would be funded exclusively by Entergy,
and no funding or credit support will be provided to ETC by any
System Operating Company. The creation of ETC also will
facilitate the ongoing development and operation by the Entergy
System, at a lower cost to ratepayers than otherwise would be the
case, of a sophisticated, integrated telecommunications system
which, as indicated above, will continue to serve the System's
utility business and benefit utility customers.
Entergy expects to staff ETC initially through a
combination of recruiting (e.g., marketing and business staff)
and transfers from ESI. Total staffing is not expected to exceed
thirty employees, including up to ten employees transferred from
ESI. In accordance with the terms of settlement arrangements
among the Entergy System Operating Companies and certain of their
retail regulators (the "Settlement Arrangements")<FN5>, Entergy would
not effect any personnel transfers that would adversely affect
ESI or any System Operating Company. Moreover, except as
otherwise authorized by the Commission or as permitted by
applicable law, no more than one percent (1%) of the total number
of the personnel of the System Operating Companies and ESI would
be utilized by ETC at any one time in connection with its
authorized activities.
In exchange for the right under the Capacity Use and
Service Agreements to commercialize the unused capacity on the
Backbone System, ETC would pay to the respective System companies
a monthly charge calculated pursuant to the Settlement
Arrangements to fully reimburse each System company for its
direct and indirect costs associated with that portion of the
capacity of the Backbone System being made available to ETC. ETC
will receive from the System Operating Companies under the
Capacity Use and Service Agreements installation, operations,
maintenance and repair services relating to their respective
portions of the Backbone System. In accordance with the
Settlement Arrangements, ESI and the System Operating Companies
would charge ETC for the fully allocated direct and indirect cost
of the telecommunications services provided.<FN6> The System
Operating Companies would apply such payments to reduce their
costs of service, to the extent that the related facilities are
in rate base or otherwise are used in utility operations. The
Capacity Use and Service Agreements will contain provisions that
ensure that ETC's usage, and the usage by non-associates, of the
Backbone System would not in any way interfere with the operation
of the Backbone System by the System Operating Companies and ESI.
Furthermore, as noted above, the System Operating Companies and
ESI would retain full ownership of, and the right and
responsibility to operate and maintain, the Backbone System in
the performance of their respective businesses.
To the extent that any upgrades of the Backbone System
are contemplated primarily for utility purposes, the System
Operating Companies or ESI would fund the costs of and deploy the
assets, and payments under the Capacity Use and Service
Agreements would be adjusted accordingly. ETC would pay for the
full costs (including both capital and increased operating and
maintenance expenses) of such upgrades, if such upgrades are not
primarily for utility-related purposes or if they would not have
been necessary but for the use of capacity by ETC pursuant to
Capacity Use and Service Agreements. ETC will further agree
under the Capacity Use and Service Agreement(s) to indemnify and
hold harmless the System Companies and ESI from any claims,
liabilities and costs arising out of or related to ETC's
activities with respect to its customers' use of the Backbone
System.
A proposed form of Capacity Use and Service Agreement,
including a more detailed description of the calculation of
payments by ETC thereunder, will be filed as Exhibit B-1 hereto.
Although ETC will have its own managerial, technical
and administrative staff, pending full deployment of its own
workforce, and from time to time thereafter, ETC will receive
services from ESI and the System Operating Companies, including
managerial, accounting, technical, engineering, legal and other
services. Therefore, ETC will enter into a service agreement
with ESI whereby ESI would perform or cause to be performed for
ETC these various services relating to the Backbone System,
similar to the services that ESI currently provides to other non-
utility System companies such as EEI. A proposed form of Service
Agreement with ESI will be filed as Exhibit B-2 hereto.
D. Capitalization and Financing of ETC
Entergy proposes to incorporate ETC under Delaware law
as a direct wholly-owned subsidiary of EEI, with an authorized
capital of up to 1,000 shares of common stock with a par value of
$.01 per share. EEI would subscribe to and purchase all of ETC's
common stock for a price of $1,000 per share, using funds
contributed or loaned to EEI by Entergy. EEI would provide ETC
with additional funding from time to time through December 31,
1998 in the form of capital contributions, open account advances,
or loans, or combination thereof, in an aggregate amount not to
exceed $100 million. Entergy proposes to provide funding to EEI
for reinvestment in ETC out of Entergy's internally generated
cash and other available cash resources. Loans from Entergy to
EEI and from EEI to ETC will bear interest at a rate per annum
not in excess of the prime commercial lending rate announced from
time to time by a money center bank designated by Entergy plus
3%, and will have a final maturity not to exceed 20 years from
the date a loan is made. In addition, ETC seeks authority to
incur borrowings from external sources in an aggregate amount not
to exceed $100 million at any one time outstanding. Such
borrowings would be evidenced by notes issued by ETC, would have
final maturities not to exceed 20 years from their date of
issuance, and would bear interest at rates not to exceed the
greater of (i) the prime rate as described above plus 5% per
annum or (ii) 14% per annum. Such loans may be guaranteed by EEI
and/or Entergy.
ETC would use the proceeds of such investments by EEI
and external borrowings to make payments to the System Operating
Companies and ESI under the Capacity Use and Service Agreement
and the Service Agreement, to pay debt service and to meet its
working capital and other cash needs.
None of the proceeds to be received by ETC or ESI in
connection with the proposed transactions will be used to invest
directly or indirectly in an exempt wholesale generator or
foreign utility company, as such terms are used in Sections 32
and 33, respectively, of the Act.
All the applicable conditions of Rule 53(a) under the
Act are and, assuming the consummation of the transactions
proposed herein, 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) Entergy's aggregate investment (as defined in Rule
53) in EWGs and FUCOs was approximately 7.9% of Entergy's
consolidated retained earnings (as defined in Rule 53) at
December 31, 1994.
(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 accordance 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
FUCOs located in Argentina, on located in Pakistan and one
located in India, 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 Application-
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 for the
four most recent quarterly periods have not decreased by 10% from
the average for the previous four quarterly periods, and
aggregate investment in EWGs and FUCOs at December 31, 1994
($175.7 million) is less than 2% of total capital invested in
utility operations at that date ($15,917 million).
(9) Entergy's reported operating losses for the year
1994 attributable to its direct or indirect EWG and FUCO
investments totaled $2.9 million, which is 0.1% of consolidated
retained earnings at December 31, 1994."
Item 2. Fees, Commissions, and Expenses.
To be filed by amendment.
Item 3. Applicable Statutory Provisions.
The Applicants believe that Sections 6(a), 7, 9(a), 10,
11, 12 and 13(b) of the Act and Rules 45, 87, 90, 91, 92, 93 and
94 thereunder are or may be applicable to the proposed
transactions. To the extent that any other provisions of the Act
or the rules promulgated thereunder may be applicable to the
proposed transactions, the Applicants hereby request appropriate
orders thereunder.
Item 4. Regulatory Approval.
All state and local commissions having regulatory
jurisdiction over the System Operating Companies have been
advised of the transactions proposed herein and have received
copies of this filing. Representatives of Entergy are in the
process of holding individual meetings with each of such
regulatory authorities for the purpose of discussing the
transactions proposed herein and determining the extent to which
state or local regulatory approvals, if any, with respect thereto
may be required.
The certificate of public convenience and necessity
granted to MP&L by the Mississippi Public Service Commission for
MP&L's portion of the Backbone System restricts the use of that
portion to internal Entergy System purposes. It will be
necessary for MP&L to make an appropriate filing with the MPSC to
have this restriction in the certificate modified to permit the
transactions described herein.
Under the Texas Public Utility Regulatory Act, the
Public Utility Commission of Texas has authority in ratemaking
proceedings to examine transactions among utilities subject to
its jurisdiction and their affiliates. Entergy believes that ETC
would be an affiliate of GSU for purposes of Texas law. Other
utility regulatory bodies having jurisdiction over the System
Operating Companies may exercise authority over affiliate
transactions by statute, rule or order, or pursuant to the
Settlement Arrangements referred to hereinabove.
Entergy is aware of no prior regulatory approvals
other than the aforementioned amendment to its certificate of
public convenience and necessity in Mississippi that would be
necessary for the proposed transactions.
With respect to regulation by the FCC under the
Communications Act of 1934, as amended, it is intended that ETC
would conduct its activities as a private carrier under such Act.
Item 5. Procedure.
The Applicants request that the Commission issue its
order as soon as practicable, but in any event no later than
August 1, 1995. The Applicants hereby (1) waive a recommended
decision by a hearing officer or other responsible officer of the
Commission, (2) consent that the Division of Investment
Management may assist in the preparation of the Commission's
decision in this proceeding, and (3) request that there be no
waiting period between the issuance of the Commission's order and
the date on which it is to become effective.
Item 6. Exhibits and Financial Statements.
(a) Exhibits:
A-1 - Proposed Articles of Incorporation of
Entergy Technologies Company (to be filed by amendment).
A-2 - Proposed Bylaws of Entergy Technologies
Company (to be filed by amendment).
B-1 - Form of Capacity Use and Service Agreement
(to be filed by amendment).
B-2 - Form of Service Agreement (to be filed
by amendment).
F - Opinion(s) of Counsel (to be filed by
amendment).
H - Suggested Form of Notice.
(b) Financial Statements:
Financial Statements of Entergy
Corporation and of Entergy Corporation and
Subsidiaries, Consolidated, as of March 31, 1995,
including pro forma journal entries.
Except as reflected in the Financial Statements, no
material changes not in the ordinary course of business have
taken place since March 31, 1995.
Item 7. Information as to Environmental Effects.
(a) The Commission's action in this matter will not
constitute any major federal action significantly affecting the
quality of the human environment.
(b) No other federal agency has prepared or is
preparing an environmental impact statement with regard to the
proposed transactions.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned companies have duly
caused this statement to be signed on their behalf by the
undersigned thereunto duly authorized.
Entergy Corporation
Entergy Services, Inc.
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.
By: /s/ Gerald D. McInvale
Gerald D. McInvale
Executive Vice President and
Chief Financial Officer
Entergy Systems and Service Inc.
By: /s/ Gerald D. McInvale
Gerald D. McInvale
Chairman of the Board
Entergy Enterprises, Inc.
By: /s/ John Brayman
John Brayman
Executive Vice President
Dated: June 16, 1995
_______________________________
<FN1>Entergy and its various direct and indirect subsidiaries
comprise the Entergy System ("Entergy System" or "System"),
which currently consists of (1) five retail electric utility
companies (i.e., the System Operating Companies), (2) a
wholesale generating company that sells power to the System
Operating Companies (i.e., SERI) (3) a wholesale generating
company that sells power to non-affiliates, Entergy Power,
Inc., (4) a service company subsidiary ( i.e., ESI), (5) a
nuclear management service company, Entergy Operations,
Inc., (6) a non-utility development and consulting company
(i.e., Enterprises), (7) a fuel supply company, System
Fuels, Inc., (8) an energy management services company,
(i.e., Entergy SASI), (9) subsidiary companies formed to own
Entergy's interests in certain Argentine utility companies
exempt pursuant to orders of the Commission issued under
Section 3(b) of the Act, and (10) various other direct and
indirect subsidiary companies formed to own Entergy's
interests in "eligible facilities" within the meaning of
Section 32(a) of the Act and "foreign utility companies"
within the meaning of Section 33 of the Act.
<FN2>The "Backbone System" is defined for purposes hereof as the
Entergy System's fiber optic network, high capacity analog
and digital telecommunications systems, and related coaxial
cables, computers, software and other telecommunications
equipment, facilities and property, and any future
extensions and additions to such systems, equipment,
facilities and property.
<FN3>The primary cost advantage of installing additional fibers
in the cable results from the high removal and
reinstallation costs for replacing the shield wire that
houses the fiber optic cable. These costs alone account for
approximately 50% of the total cost of any fiber
installation project. The cost to add additional fibers in
a cable currently is approximately $.06 per fiber foot or
about $316.00 per fiber mile. The cost to remove an old
shield wire and install a new one is approximately
$18,000.00 per mile. Therefore, by adding 10 additional
fibers initially, the cost savings over a 10 mile fiber
segment would be approximately $150,000.00.
<FN4>See, e.g., Central and South West Corporation, et al.,
Holding Company Act Release ("HCAR") No. 26061 (dated June
3, 1994) (noting that CSW had installed more fiber optic
capacity than needed at the time); cf. Southern Company,
HCAR No. 26211 (dated December 30, 1994) (noting that up to
80% of the capacity of Southern's 800 Mhz two-way wireless
communications system might be used to serve nonassociates).
<FN5>Reference is made to the Application-Declaration on Form U-1
in File No. 70-8529 currently pending before the Commission
and to Footnote 6, infra, for further information with
respect to the Settlement Arrangements.
<FN6>The Application-Declaration on From U-1 in File No. 70-8529,
currently pending before the Commission, seeks certain
authorizations from the Commission in connection with the
Settlement Arrangements. The Settlement Arrangements are
comprised of (i) a Settlement Agreement between certain
Entergy System companies and the retail rate regulators in
the States of Arkansas and Mississippi and the City of New
Orleans and (ii) Affiliate Interest Conditions applicable to
LP&L and GSU in connection with the Louisiana Public Service
Commission's order approving the combination of GSU into the
Entergy System.
Exhibit H
SUGGESTED FORM OF NOTICE
Entergy Corporation ("Entergy"), 639 Loyola Avenue, New
Orleans, Louisiana 70113, a registered holding company, and
its wholly owned electric utility subsidiaries, Arkansas
Power & Light Company, Gulf States Utilities, Louisiana
Power & Light Company, Mississippi Power & Light Company,
New Orleans Public Service Inc. (these electric utility
subsidiaries being collectively referred to herein as the
"System Operating Companies"), System Energy Resources,
Inc., Entergy Services, Inc., Entergy Enterprises, Inc.
and Entergy Systems and Service, Inc., have filed an
Application-Declaration under Sections 6(a), 7, 9(a), 10,
11, 12, and 13(b) of the Public Utility Holding Company Act
of 1935 and Rules 45, 87, 90, 91, 92, 93 and 94 thereunder.
Entergy proposes to organize a new subsidiary to be
called Entergy Technologies Company ("ETC") and to provide
funding to ETC in a aggregate amount up to $100 million
through December 31, 1998. ETC would enter into
arrangements with the System Operating Companies, and other
Entergy subsidiary companies permitting ETC to use and make
available to non-associate companies from time to time
certain unused capacity on the Entergy System Operating
Companies' fiber optic and microwave telecommunications
systems for the purpose of providing interstate carrier of
carriers telecommunications services. ETC would engage in
research and development activities relating to
telecommunications and information systems and products that
might potentially be deployed on a utility or non-utility
basis, or both. ETC would also effect borrowings from
external sources from time to time through December 31, 1998
in a aggregate principal amount not to exceed $100 million
at any one time, and Entergy would have the authority to
provide guarantees of such indebtedness. The Application-
Declaration further proposes that ETC would obtain certain
administrative and support services from ESI; and seeks
general authority for certain ancillary transactions, all as
more particularly described therein.
FINANCIAL STATEMENTS
____________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-1
ENTERGY CORPORATION
AND SUBSIDIARIES CONSOLIDATED
------------------------
AS OF MARCH 31, 1995
(Unaudited)
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
March 31, 1995
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
ASSETS Transaction Filing Transaction
(In thousands)
<S> <C> <C> <C>
Utility Plant:
Electric $21,227,444 $21,227,444
Plant acquisition adjustment - Net 483,889 483,889
Electric plant under leases 668,843 668,843
Property under capital leases - electric 159,279 159,279
Natural gas 164,043 164,043
Steam products 77,307 77,307
Construction work in progress 532,525 532,525
Nuclear fuel under capital leases 259,903 259,903
Nuclear fuel 65,032 65,032
----------- --- -----------
Total 23,638,265 0 23,638,265
Less - accumulated depreciation and amortization 7,799,939 7,799,939
----------- --- -----------
Utility plant - net 15,838,326 0 15,838,326
----------- --- -----------
Other Property and Investments:
Decommissioning trust funds 225,446 225,446
Other 291,031 291,031
----------- --- -----------
Total 516,477 0 516,477
----------- --- -----------
Current Assets:
Cash and cash equivalents:
Cash 101,914 101,914
Temporary cash investments - at cost,
which approximates market 473,329 473,329
----------- --- -----------
Total cash and cash equivalents 575,243 0 575,243
Special deposits 6,082 6,082
Notes receivable 13,958 13,958
Accounts receivable:
Customer (less allowance for doubtful accounts of
$6.7 million) 281,167 281,167
Other 43,653 43,653
Accrued unbilled revenues 216,703 216,703
Fuel inventory 102,816 102,816
Materials and supplies - at average cost 371,393 371,393
Rate deferrals 384,236 384,236
Prepayments and other 93,237 93,237
----------- --- -----------
Total 2,088,488 0 2,088,488
----------- --- -----------
Deferred Debits and Other Assets:
Regulatory Assets:
Rate deferrals 1,369,470 1,369,470
SFAS 109 regulatory asset - net 1,409,930 1,409,930
Unamortized loss on reacquired debt 232,382 232,382
Other regulatory assets 315,236 315,236
Long-term receivables 284,511 284,511
Other 334,095 334,095
----------- --- -----------
Total 3,945,624 0 3,945,624
----------- --- -----------
TOTAL $22,388,915 $0 $22,388,915
=========== === ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
March 31, 1995
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
CAPITALIZATION AND LIABILITIES Transactions Filing Transactions
(In thousands)
<S> <C> <C> <C>
Capitalization:
Common stock, $0.01 par value, authorized 500,000,000
shares; issued 230,017,485 shares $2,300 $2,300
Paid-in capital 4,199,780 4,199,780
Retained earnings 2,076,824 2,076,824
Less - treasury stock (2,271,035 shares ) 67,378 67,378
----------- --- -----------
Total common shareholders' equity 6,211,526 0 6,211,526
Subsidiaries' preference stock 150,000 150,000
Subsidiaries' preferred stock:
Without sinking fund 543,455 543,455
With sinking fund 283,198 283,198
Long-term debt 7,035,128 7,035,128
----------- --- -----------
Total 14,223,307 0 14,223,307
----------- --- -----------
Other Noncurrent Liabilities:
Obligations under capital leases 265,889 265,889
Other 321,285 321,285
----------- --- -----------
Total 587,174 0 587,174
----------- --- -----------
Current Liabilities:
Currently maturing long-term debt 364,885 364,885
Notes payable 133,242 133,242
Accounts payable 400,687 400,687
Customer deposits 137,019 137,019
Taxes accrued 155,608 155,608
Accumulated deferred income taxes 32,099 32,099
Interest accrued 182,393 182,393
Dividends declared 115,438 115,438
Deferred fuel cost 20,158 20,158
Obligations under capital leases 151,479 151,479
Reserve for rate fefund 67,532 67,532
Other 293,229 293,229
----------- --- -----------
Total 2,053,769 0 2,053,769
----------- --- -----------
Deferred Credits:
Accumulated deferred income taxes 3,893,009 3,893,009
Accumulated deferred investment tax credits 644,466 644,466
Other 987,190 987,190
----------- --- -----------
Total 5,524,665 0 5,524,665
----------- --- -----------
Commitments and Contingencies
TOTAL $22,388,915 $0 $22,388,915
=========== === ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA STATEMENT OF CONSOLIDATED INCOME
For the Twelve Months Ended March 31, 1995
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
Transactions Filing Transactions
(In thousands)
<S> <C> <C> <C>
Operating Revenues:
Electric $5,752,283 $5,752,283
Natural gas 105,553 105,553
Steam products 45,483 45,483
---------- --- ----------
Total 5,903,319 0 5,903,319
---------- --- ----------
Operating Expenses:
Operation and maintenance:
Fuel, fuel-related expenses, and
gas purchased for resale 1,420,373 1,420,373
Purchased power 307,596 307,596
Nuclear refueling outage expenses 65,030 65,030
Other operation and maintenance 1,579,903 1,579,903
Depreciation, amortization, and decommissioning 665,631 665,631
Taxes other than income taxes 287,978 287,978
Income taxes 133,549 133,549
Amortization of rate deferrals 392,480 392,480
---------- --- ----------
Total 4,852,540 0 4,852,540
---------- --- ----------
Operating Income 1,050,779 0 1,050,779
---------- --- ----------
Other Income (Deductions):
Allowance for equity funds used
during construction 10,862 10,862
Miscellaneous - net 13,439 13,439
Income taxes 6,465 6,465
---------- --- ----------
Total 30,766 0 30,766
---------- --- ----------
Interest Charges:
Interest on long-term debt 658,469 658,469
Other interest - net 24,512 24,512
Allowance for borrowed funds used
during construction (9,493) (9,493)
Preferred dividend requirements of
subsidiaries and other 80,626 80,626
---------- --- ----------
Total 754,114 0 754,114
---------- --- ----------
Net Income $327,431 $0 $327,431
========== === ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA STATEMENTS OF CONSOLIDATED RETAINED EARNINGS AND PAID-IN CAPITAL
For the Twelve Months Ended March 31, 1995
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
Transactions Filing Transactions
(In thousands)
<S> <C> <C> <C>
Retained Earnings, April 1, 1994 $2,172,493 $2,172,493
Add:
Net income 327,431 327,431
---------- --- ----------
Total 2,499,924 0 2,499,924
---------- --- ----------
Deduct:
Dividends declared on common stock 409,477 409,477
Common stock retirements 13,940 13,940
Capital stock and other expenses (317) (317)
---------- --- ----------
Total 423,100 0 423,100
---------- --- ----------
Retained Earnings, March 31, 1995 $2,076,824 $2,076,824
========== === ==========
Paid-in Capital, April 1, 1994 $4,224,207 $4,224,207
Add:
Loss on reacquisition of
subsidiaries' preferred stock (23) (23)
---------- --- ----------
Total 4,224,184 0 4,224,184
---------- --- ----------
Deduct:
Common stock retirements 22,468 22,468
Capital stock discounts and other expenses 1,936 1,936
---------- --- ----------
Total 24,404 24,404
---------- --- ----------
Paid-in Capital, March 31, 1995 $4,199,780 $0 $4,199,780
========== === ==========
</TABLE>
FINANCIAL STATEMENTS
____________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-1
ENTERGY ENTERPRISES, INC.
------------------------
AS OF MARCH 31, 1995
(Unaudited)
<PAGE>
ENTERGY ENTERPRISES, INC.
PRO FORMA BALANCE SHEET ADJUSTMENTS
MARCH 31,1995
(Unaudited)
(Thousands)
Cash $1,000
Notes Payable - Entergy Corporation $1,000
Investment in subsidiaries $1,000
Cash $1,000
NOTE: Entergy Enterprises, Inc. proposes to provide ETC with additional
funding from time to time through December 31, 1998 in the form of
capital contributions, open account advances, or loans, or any
combination thereof, in an aggregate amount not to exceed
$100 million.
<PAGE>
<TABLE>
<CAPTION>
ENTERGY ENTERPRISES, INC.
PRO FORMA BALANCE SHEET
MARCH 31, 1995
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
ASSETS Transaction Filing Transaction
(In Thousands)
<S> <C> <C> <C>
Property:
Furniture & equipment $1,041 $1,041
Intangible assets 69 69
------- ------ -------
Total 1,110 0 1,110
------- ------ -------
Investment:
Investments in First Pacific Network, Inc. - at cost 7,451 7,451
Investments in Systems and Service International, Inc. - at cost 13,500 13,500
Investments in Entergy Technologies Company - at cost - $1,000 1,000
Earnings from Entergy SAS (21,593) (21,593)
------- ------ -------
Total (642) 1,000 358
------- ------ -------
Current Assets:
Cash and cash equivalents:
Cash 923 923
Temporary cash investments 2,988 2,988
------- ------ -------
Total cash and cash equivalents 3,911 0 3,911
Special Deposits 30 30
Accounts receivable 38 38
Accounts receivable - associated companies 9,237 9,237
Other current assets 53 53
------- ------ -------
Total 13,269 0 13,269
------- ------ -------
Deferred Debits:
FPN License (Net of Amortization) 2,087 2,087
Accum. Deferred Income Tax - Federal & State 3,754 3,754
Miscellaneous Deferred Debits (170) (170)
------- ------ -------
Total Deferred Debits 5,671 0 5,671
------- ------ -------
TOTAL $19,408 $1,000 $20,408
======= ====== =======
CAPITALIZATION AND LIABILITIES
Capitalization:
Common Stock $54,400 $54,400
Additional Paid In Capital - -
Retained Earnings (35,947) (35,947)
------- ------ -------
Total 18,453 0 18,453
------- ------ -------
Current Liabilities:
Accounts Payable 842 842
Accounts payable - associated companies 505 505
Notes Payable - Entergy Corporation - 1,000 1,000
Taxes Accrued (4,070) (4,070)
Other 1,036 1,036
------- ------ -------
Total (1,687) 1,000 (687)
------- ------ -------
Deferred Credits
Other Deferred Credits 2,642 2,642
------- ------ -------
Total 2,642 0 2,642
------- ------ -------
TOTAL $19,408 $1,000 $20,408
======= ====== =======
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY ENTERPRISES, INC.
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED MARCH 31, 1995
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
Transaction Filing Transaction
(In Thousands)
<S> <C> <C> <C>
Revenues:
Services rendered - non-associated companies $192 $192
Services rendered - associated companies 14,755 14,755
Equity in Earnings of Subsidiaries (14,476) (14,476)
Interest Income 167 167
Miscellaneous income 548 548
-------- --- --------
Total 1,186 0 1,186
-------- --- --------
Expenses:
Salaries, wages and benefits 8,149 8,149
Outside services 6,695 6,695
Administrative and General 2,974 2,974
Other 200 200
-------- --- --------
Total 18,018 0 18,018
-------- --- --------
Depreciation and Amortization 459 459
Amortization of organizational cost 731 731
Miscellaneous Expenses 18 18
-------- --- --------
Total expenses 19,226 0 19,226
-------- --- --------
Income (Loss) Before Income Taxes (18,040) 0 (18,040)
-------- --- --------
Income Taxes - Federal 176 176
Income Taxes - State ($287) (287)
Provision for Deferred Income Taxes - Federal ($1,380) (1,380)
Provision for Deferred Income Taxes - State ($284) (284)
-------- --- --------
Net Income ($16,265) 0 ($16,265)
======== === ========
</TABLE>
FINANCIAL STATEMENTS
____________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-1
ENTERGY ENTERPRISES, INC.
AND SUBSIDIARIES CONSOLIDATED
------------------------
AS OF MARCH 31, 1995
(Unaudited)
<PAGE>
<TABLE>
<CAPTION>
ENTERGY ENTERPRISES, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
MARCH 31, 1995
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
ASSETS Transaction Filing Transaction
(In Thousands)
<S> <C> <C> <C>
Property:
Furniture & equipment $6,970 $6,970
Intangible assets 1,032 1,032
Work in process 14,773 14,773
-------- ------ --------
Total 22,775 22,775
-------- ------ --------
Investment:
Investments in First Pacific Network, Inc. - at cost 7,451 7,451
Investments in Systems and Service International, Inc. - at cost 2,317 2,317
Note receivable - Systems and Service International, Inc. 2,700 2,700
Other Investments 13,851 13,851
Special deposits 30 30
-------- ------ --------
Total 26,349 0 26,349
-------- ------ --------
Current Assets:
Cash and cash equivalents:
Cash 17,100 1,000 18,100
Temporary cash investments 2,988 2,988
-------- ------ --------
Total cash and cash equivalents 20,088 1,000 21,088
Accounts receivable 2,463 2,463
Accounts receivable - associated companies 9,237 9,237
Inventory 14,393 14,393
Other current assets 403 403
-------- ------ --------
Total 46,584 1,000 47,584
-------- ------ --------
Deferred Debits:
FPN License (Net of Amortization) 2,087 2,087
Accum. Deferred Income Tax - Federal & State 15,052 15,052
Miscellaneous Deferred Debits (170) (170)
-------- ------ --------
Total Deferred Debits 16,969 0 16,969
-------- ------ --------
TOTAL ASSETS $112,677 $1,000 $113,677
======== ====== ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY ENTERPRISES, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
MARCH 31, 1995
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
CAPITALIZATION AND LIABILITIES Transaction Filing Transaction
(In Thousands)
<S> <C> <C> <C>
Capitalization:
Common Stock $54,400 $54,400
Additional Paid In Capital - -
Retained Earnings (35,947) (35,947)
-------- ------ --------
Total Capital 18,453 0 18,453
-------- ------ --------
Long-Term Liabilities:
Notes Payable - Entergy Corporation 72,300 1,000 73,300
Capital Leases 284 284
Other 2,145 2,145
-------- ------ --------
Total 74,729 1,000 75,729
-------- ------ --------
Current Liabilities:
Accounts Payable 3,886 3,886
Accounts payable - associated companies 505 505
Taxes Accrued (4,070) (4,070)
Other 1,569 1,569
-------- ------ --------
Total 1,890 0 1,890
-------- ------ --------
Deferred Credits
Deferred Revenue 14,963 14,963
Other Deferred Credits 2,642 2,642
-------- ------ --------
Total 17,605 0 17,605
-------- ------ --------
Total Liabilities 94,224 1,000 95,224
-------- ------ --------
TOTAL CAPITAL & LIABILITIES $112,677 $1,000 $113,677
======== ====== ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY ENTERPRISES, INC.
PRO FORMA STATEMENT OF CONSOLIDATED INCOME
TWELVE MONTHS ENDED MARCH 31, 1995
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
Transaction Filing Transaction
(In Thousands)
<S> <C> <C> <C>
Revenues:
Services rendered - non-associated companies $192 $192
Services rendered - associated companies 14,755 14,755
Interest Income 167 167
Net sales 6,772 6,772
Miscellaneous income 1,558 1,558
------- --- -------
Total 23,444 0 23,444
------- --- -------
Expenses:
Installation/Maintenance Costs 4,090 4,090
Salaries, wages and benefits 19,847 19,847
Outside services 8,187 8,187
Administrative and General 9,810 9,810
Other 555 555
------- --- -------
Total 42,489 0 42,489
------- --- -------
Depreciation and Amortization 2,613 2,613
Amortization of organizational cost 731 731
Miscellaneous Expenses 19 19
------- --- -------
Total expenses 45,852 0 45,852
------- --- -------
Interest Expense 3,543 0 3,543
------- --- -------
Income (Loss) Before Income Taxes (25,951) 0 (25,951)
------- --- -------
Income Taxes - Federal (7,735) (7,735)
Income Taxes - State (287) (287)
Provision for Deferred Income Taxes - Federal (1,380) (1,380)
Provision for Deferred Income Taxes - State (284) (284)
------- --- -------
Net Income ($16,265) $0 ($16,265)
======== === ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY ENTERPRISES, INC.
PRO FORMA STATEMENT OF CONSOLIDATED RETAINED EARNINGS
TWELVE MONTHS ENDED MARCH 31, 1995
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
RETAINED EARNINGS Transaction Filing Transaction
(In Thousands)
<S> <C> <C> <C>
Balance at April 1, 1994 ($18,417) ($18,417)
Add - Net loss (16,265) (16,265)
Deduct - Unrealized loss on investments - FPN stock (1,265) (1,265)
-------- -- --------
Balance at March 31, 1995 ($35,947) $0 ($35,947)
======== == ========
</TABLE>
FINANCIAL STATEMENTS
____________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-1
ENTERGY TECHNOLOGIES COMPANY
------------------------
AS OF MARCH 31, 1995
(Unaudited)
<PAGE>
ENTERGY TECHNOLOGIES COMPANY
PRO FORMA BALANCE SHEET ADJUSTMENTS
MARCH 31,1995
(Unaudited)
(Thousands)
Cash $1,000
Paid-in Capital $1,000
To record capitalization of Entergy Technologies Company (ETC) by
Entergy Enterprises, Inc.
NOTE: Entergy Enterprises, Inc. proposes to provide ETC with additional
funding from time to time through December 31, 1998 in the form
of capital contributions, open account advances, or loans, or any
combination thereof, in an aggregate amount not to exceed $100
million.
<PAGE>
<TABLE>
<CAPTION>
ENTERGY TECHNOLOGIES COMPANY
PRO FORMA BALANCE SHEET
MARCH 31, 1995
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
ASSETS Transaction Filing Transaction
(In Thousands)
<S> <C> <C> <C>
Current Assets:
Cash $0 $1,000 $1,000
-- ------ ------
TOTAL $0 $1,000 $1,000
== ====== ======
LIABILITIES
Capitalization:
Common stock , $.01 par value, authorized 1,000 shares;
issued 1,000 shares $0 - $0
Paid-in capital 0 1,000 1,000
-- ------ ------
Total common shareholders' equity 0 1,000 1,000
-- ------ ------
TOTAL $0 $1,000 $1,000
== ====== ======
</TABLE>
FINANCIAL STATEMENTS
____________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-1
ENTERGY CORPORATION
------------------------
AS OF MARCH 31, 1995
(Unaudited)
<PAGE>
ENTERGY CORPORATION
PRO FORMA BALANCE SHEET ADJUSTMENTS
MARCH 31,1995
(Unaudited)
(Thousands)
Notes Receivable - Associated Companies $1,000
Cash $1,000
To record Parent Co's loan to Entergy Enterprises, Inc.
NOTE: Entergy proposes to provide funding to Entergy Enterprises, Inc. for
reinvestment in Entergy Technologies Company out of Entergy's
internally generated cash and other available cash resources.
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION
PRO FORMA BALANCE SHEET
MARCH 31, 1995
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
ASSETS Transaction Filing Transaction
(In Thousands)
<S> <C> <C> <C>
Investment in wholly owned subsidiaries $6,101,854 $6,101,854
---------- ------- ----------
Current Assets:
Cash equivalents:
Temporary cash investments - at cost,
which approximates market:
Associated companies 21,359 21,359
Other 120,727 (1,000) 119,727
---------- ------- ----------
Total cash equivalents 142,086 (1,000) 141,086
Accounts receivable:
Associated companies 18,012 18,012
Other 356 356
Interest Receivable 683 683
Notes Receivable - Associated Companies 72,300 1,000 73,300
Other 9,632 9,632
---------- ------- ----------
Total 243,069 0 243,069
---------- ------- ----------
Deferred Debits:
Accumulated deferred income taxes 6,901 6,901
Other 53,955 53,955
---------- ------- ----------
Total 60,856 0 60,856
---------- ------- ----------
TOTAL $6,405,779 $0 $6,405,779
========== ======= ==========
LIABILITIES
Capitalization:
Common stock $2,300 $2,300
Paid-in capital 4,199,780 4,199,780
Retained earnings 2,076,824 2,076,824
Less - treasury stock 67,378 67,378
---------- ------- ----------
Total common shareholders' equity 6,211,526 0 6,211,526
---------- ------- ----------
Current Liabilities:
Accounts payable:
Associated companies 2,308 2,308
Other 3,304 3,304
Dividends declared 102,486 102,486
Other current liabiilities 4,871 4,871
---------- ------- ----------
Total 112,969 0 112,969
---------- ------- ----------
Deferred Credits and Noncurrent Liabilities 81,284 81,284
---------- ------- ----------
TOTAL $6,405,779 $0 $6,405,779
========== ======= ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED MARCH 31, 1995
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
Transaction Filing Transaction
(In Thousands)
<S> <C> <C> <C>
Income:
Equity in income of subsidiaries $353,839 $0 $353,839
Interest on temporary investments 28,512 28,512
-------- --- --------
Total 382,351 0 382,351
-------- --- --------
Expenses and Other Deductions:
Administrative and general expenses 60,002 60,002
Income Taxes (credit) (9,356) (9,356)
Taxes other than income 386 386
Interest 1,024 1,024
-------- --- --------
Total 52,056 0 52,056
-------- --- --------
Net Income $330,295 $0 $330,295
======== === ========
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<MULTIPLIER> 1,000
<LEGEND>
Entergy Corporation and Subsidiaries Consolidated
[/LEGEND]
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1995
<PERIOD-END> MAR-31-1995 MAR-31-1995
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 15,838,326 15,838,326
<OTHER-PROPERTY-AND-INVEST> 516,477 516,477
<TOTAL-CURRENT-ASSETS> 2,088,488 2,088,488
<TOTAL-DEFERRED-CHARGES> 3,945,624 3,945,624
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 22,388,915 22,388,915
<COMMON> 2,300 2,300
<CAPITAL-SURPLUS-PAID-IN> 4,199,780 4,199,780
<RETAINED-EARNINGS> 2,076,824 2,076,824
<TOTAL-COMMON-STOCKHOLDERS-EQ> 6,211,526 6,211,526
283,198 283,198
543,455 543,455
<LONG-TERM-DEBT-NET> 7,035,128 7,035,128
<SHORT-TERM-NOTES> 133,242 133,242
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 364,885 364,885
0 0
<CAPITAL-LEASE-OBLIGATIONS> 265,889 265,889
<LEASES-CURRENT> 151,479 151,479
<OTHER-ITEMS-CAPITAL-AND-LIAB> 7,332,735 7,332,735
<TOT-CAPITALIZATION-AND-LIAB> 22,388,915 22,388,915
<GROSS-OPERATING-REVENUE> 5,903,319 5,903,319
<INCOME-TAX-EXPENSE> 133,549 133,549
<OTHER-OPERATING-EXPENSES> 4,718,991 4,718,991
<TOTAL-OPERATING-EXPENSES> 4,852,540 4,852,540
<OPERATING-INCOME-LOSS> 1,050,779 1,050,779
<OTHER-INCOME-NET> 30,766 30,766
<INCOME-BEFORE-INTEREST-EXPEN> 1,081,545 1,081,545
<TOTAL-INTEREST-EXPENSE> 754,114 754,114
<NET-INCOME> 408,057 408,057
80,626 80,626
<EARNINGS-AVAILABLE-FOR-COMM> 327,431 327,431
<COMMON-STOCK-DIVIDENDS> 409,477 409,477
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<MULTIPLIER> 1,000
<LEGEND>
Entergy Enterprises, Inc.
[/LEGEND]
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1995
<PERIOD-END> MAR-31-1995 MAR-31-1995
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 0 0
<OTHER-PROPERTY-AND-INVEST> 468 1,468
<TOTAL-CURRENT-ASSETS> 13,269 13,269
<TOTAL-DEFERRED-CHARGES> 5,671 5,671
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 19,408 20,408
<COMMON> 54,400 54,400
<CAPITAL-SURPLUS-PAID-IN> 0 0
<RETAINED-EARNINGS> (35,947) (35,947)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 18,453 18,453
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 0 1,000
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 955 955
<TOT-CAPITALIZATION-AND-LIAB> 19,408 20,408
<GROSS-OPERATING-REVENUE> 0 0
<INCOME-TAX-EXPENSE> 0 0
<OTHER-OPERATING-EXPENSES> 0 0
<TOTAL-OPERATING-EXPENSES> 0 0
<OPERATING-INCOME-LOSS> 0 0
<OTHER-INCOME-NET> (16,265) (16,265)
<INCOME-BEFORE-INTEREST-EXPEN> (16,265) (16,265)
<TOTAL-INTEREST-EXPENSE> 0 0
<NET-INCOME> (16,265) (16,265)
0 0
<EARNINGS-AVAILABLE-FOR-COMM> (16,265) (16,265)
<COMMON-STOCK-DIVIDENDS> 0 0
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<MULTIPLIER> 1,000
<LEGEND>
Entergy Enterprises, Inc. and Consolidated
[/LEGEND]
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1995
<PERIOD-END> MAR-31-1995 MAR-31-1995
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 0 0
<OTHER-PROPERTY-AND-INVEST> 49,124 49,124
<TOTAL-CURRENT-ASSETS> 46,584 47,584
<TOTAL-DEFERRED-CHARGES> 16,969 16,969
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 112,677 113,677
<COMMON> 54,400 54,400
<CAPITAL-SURPLUS-PAID-IN> 0 0
<RETAINED-EARNINGS> (35,947) (35,947)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 18,453 18,453
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 72,300 73,300
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 284 284
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 21,640 21,640
<TOT-CAPITALIZATION-AND-LIAB> 112,677 113,677
<GROSS-OPERATING-REVENUE> 0 0
<INCOME-TAX-EXPENSE> 0 0
<OTHER-OPERATING-EXPENSES> 0 0
<TOTAL-OPERATING-EXPENSES> 0 0
<OPERATING-INCOME-LOSS> 0 0
<OTHER-INCOME-NET> (19,808) (19,808)
<INCOME-BEFORE-INTEREST-EXPEN> (19,808) (19,808)
<TOTAL-INTEREST-EXPENSE> 3,543 3,543
<NET-INCOME> (16,265) (16,265)
0 0
<EARNINGS-AVAILABLE-FOR-COMM> (16,265) (16,265)
<COMMON-STOCK-DIVIDENDS> 0 0
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<MULTIPLIER> 1,000
<LEGEND>
Entergy Technologies Inc.
[/LEGEND]
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1995
<PERIOD-END> MAR-31-1995 MAR-31-1995
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 0 0
<OTHER-PROPERTY-AND-INVEST> 0 0
<TOTAL-CURRENT-ASSETS> 0 1,000
<TOTAL-DEFERRED-CHARGES> 0 0
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 0 1,000
<COMMON> 0 0
<CAPITAL-SURPLUS-PAID-IN> 0 1,000
<RETAINED-EARNINGS> 0 0
<TOTAL-COMMON-STOCKHOLDERS-EQ> 0 1,000
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 0 0
<TOT-CAPITALIZATION-AND-LIAB> 0 1,000
<GROSS-OPERATING-REVENUE> 0 0
<INCOME-TAX-EXPENSE> 0 0
<OTHER-OPERATING-EXPENSES> 0 0
<TOTAL-OPERATING-EXPENSES> 0 0
<OPERATING-INCOME-LOSS> 0 0
<OTHER-INCOME-NET> 0 0
<INCOME-BEFORE-INTEREST-EXPEN> 0 0
<TOTAL-INTEREST-EXPENSE> 0 0
<NET-INCOME> 0 0
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 0 0
<COMMON-STOCK-DIVIDENDS> 0 0
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<MULTIPLIER> 1,000
<LEGEND>
Entergy Corporation
[/LEGEND]
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1995
<PERIOD-END> MAR-31-1995 MAR-31-1995
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 0 0
<OTHER-PROPERTY-AND-INVEST> 6,101,854 6,101,854
<TOTAL-CURRENT-ASSETS> 243,069 243,069
<TOTAL-DEFERRED-CHARGES> 60,856 60,856
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 6,405,779 6,405,779
<COMMON> 2,300 2,300
<CAPITAL-SURPLUS-PAID-IN> 4,199,780 4,199,780
<RETAINED-EARNINGS> 2,076,824 2,076,824
<TOTAL-COMMON-STOCKHOLDERS-EQ> 6,211,526 6,211,526
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 126,875 126,875
<TOT-CAPITALIZATION-AND-LIAB> 6,405,779 6,405,779
<GROSS-OPERATING-REVENUE> 0 0
<INCOME-TAX-EXPENSE> 0 0
<OTHER-OPERATING-EXPENSES> 0 0
<TOTAL-OPERATING-EXPENSES> 0 0
<OPERATING-INCOME-LOSS> 0 0
<OTHER-INCOME-NET> 229,271 329,271
<INCOME-BEFORE-INTEREST-EXPEN> 329,271 329,271
<TOTAL-INTEREST-EXPENSE> 1,024 1,024
<NET-INCOME> 330,295 330,295
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 0 0
<COMMON-STOCK-DIVIDENDS> 0 0
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
