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
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
Sr. Vice President and Chief Financial Officer
Entergy Corporation
P.O. Box 61005
New Orleans, Louisiana 70161
(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 M. Hamric, Esq.
Mark W. Hoffman, Esq.
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, LA 70113
<PAGE>
Item 1. Description of Proposed Transaction
Entergy Corporation ("Entergy"), a public utility holding
company registered with the Securities and Exchange
Commission ("Commission") under the Public Utility Holding
Company Act of 1935 ("Act") adopted a non-statutory employee
stock option plan, known as the Entergy Stock Investment
Plan ("Plan"), dated October 29, 1993. In connection with
the implementation of the Plan, the Commission authorized
Entergy, from time to time through March 31, 1997, to (i)
grant options ("Options") to Eligible Employees (as
hereinafter defined) to purchase up to 2,000,000 shares of
its common stock, $5 par value, or any security issued in
exchange for such stock ("Stock"), and (ii) to issue and
sell up to 2,000,000 shares of such Stock upon the exercise
of such Options (See HCAR No. 25963, dated December 28,
1993, in File No. 70-8299).<FN1> In addition, Entergy was
authorized to purchase, from time to time through March 31,
1997, up to 2,000,000 shares of Stock to be held as treasury
shares, pending resale to such employees, for the purpose of
satisfying the anticipated requirements of the Plan.
The Plan, as currently in effect, provides for three
consecutive annual offerings of Stock, with the first such
annual period commencing on April 1, 1994 and the third and
final such annual period commencing on April 1, 1996 and
terminating March 31, 1997. Entergy now proposes to renew
and extend the Plan for an additional three (3) year period
commencing April 1, 1997, and to amend the Plan as necessary
to provide for such renewal and extension and for the sale
of up to 2,000,000 additional shares of Stock during this
extended term. Accordingly, Entergy hereby requests
authorization, from time to time during the period through
March 31, 2000, to grant additional Options pursuant to the
terms of the Plan, as amended, and, in connection with the
execution of such Options (and the Options previously
granted), to sell up to an aggregate maximum of 4,000,000
shares of its Stock (including the 2,000,000 shares
currently authorized) which may be either authorized but
unissued shares or previously issued shares purchased by
Entergy on the open market and held by the Corporation as
treasury shares.<FN2> Entergy also requests authorization to
purchase on the open market, from time to time through March
31, 2000, up to an aggregate maximum of 4,000,000 shares of
Stock (including the 2,000,000 shares currently authorized),
to be held as treasury shares pending resale to
participating employees pursuant to the terms of the Plan.
Entergy further seeks an exemption from the competitive
bidding requirements of Rule 50 under the Act, pursuant to
subsection(a)(5) thereof, in connection with the sale of
securities under the Plan.
The purpose of the Plan is to provide eligible employees
("Eligible Employees"<FN3>) of Entergy and of other
participating companies (collectively, "Participating
Employers"<FN4>) with an opportunity to acquire a proprietary
interest in Entergy through the purchase of shares of Stock.
Eligible Employees are granted Options to acquire such
shares of Stock in connection with consecutive annual
offerings ("Offerings"), each corresponding to a twelve
month period ("Plan Year"), commencing on April 1
("Commencement Date") and ending March 31 of the following
year ("Termination Date").
Under the current Plan, the first Plan Year was the twelve
month period beginning April 1, 1994 and ending March 31,
1995 and the final Plan Year is the twelve month period that
commenced April 1, 1996 and will end March 31, 1997.
Pursuant to the Plan, as amended, it is proposed that
Eligible Employees be granted Options to acquire shares of
Stock for three additional Plan Years, with the first such
additional Plan Year beginning April 1, 1997 and the last
such additional Plan Year ending March 31, 2000. The Plan
provides that an Eligible Employee becomes a participant
with respect to any Offering ("Participant") by enrolling in
the Offering prior to the applicable Commencement Date and
authorizing payroll deductions during the course of the
corresponding Plan Year. A Participant may authorize
deductions up to a maximum level of 10% of the Participant's
base pay which will be used at the end of each Plan Year to
purchase the Stock that is covered by the Participant's
Option. Generally, each Participant is granted an Option on
each Commencement Date to purchase the maximum number of
whole shares of Stock ("Option Shares") that the amount
credited to the Participant's Plan account on the
Termination Date with respect to that Offering (less any
amount charged to the Participant's account for
administrative expenses and withholding taxes, if
applicable) will allow. The Option exercise price ("Exercise
Price") is the lower of:
a. 85% of the closing price of the Stock on the
Commencement Date for that Offering or the nearest
prior business day on which trading occurs on the
New York Stock Exchange; or
b. 85% of the closing price of the Stock on the
Termination Date for that Offering or the nearest
prior business day on which trading occurs on the
New York Stock Exchange.
Unless a Participant elects to withdraw from the Plan, the
Participant's Option is deemed to be automatically exercised
on the applicable Termination Date for the purchase of the
number of Option Shares covered by the Option. Such
purchase is reflected by an appropriate entry on Entergy's
books and records evidencing that the Option Shares
purchased by a Participant with respect to the Offering have
been acquired by the Participant as of that date.
Participants may choose to receive their Option Shares in
book-entry or certificate form. No fractional shares are
issued under the Plan. Any excess amount in a Participant's
Plan account is paid to the Participant in cash. If a
Participant withdraws from the Plan prior to the exercise of
the applicable Option, such Participant receives a refund
of amounts withheld and credited to his account, less
nominal administrative expenses. No interest is paid to the
Participant on returned funds.
The Plan is administered by a Committee whose members are
appointed by the Chairman of the Board of Directors of
Entergy. The Committee consists of no fewer than three
members selected from directors, officers or employees of
Entergy and of other Participating Employers. Subject to
the express provisions of the Plan, the Committee has the
exclusive authority to interpret and construe any and all of
its provisions and to make all other determinations deemed
necessary or advisable for its administration. The
Committee , in its discretion, may permit Participants to
make contributions by one or more lump sum payments in
addition to payroll deductions. Such permission is subject
to, inter alia, the condition that the total of all amounts
credited to a Participant's account in any Plan Year may in
no event exceed 10% of the Participant's base pay.
The maximum number of shares of Stock that may be issued
under the Plan, as amended, will be 4,000,000 (including the
2,000,000 shares which the Commission has previously
authorized to be issued). Stock issued under the Plan may
be issued out of Entergy's authorized but unissued shares,
or from shares purchased by Entergy on the open market and
held by Entergy as treasury stock. Funds for the purchase
of shares of Stock on the open market to satisfy the
requirements of the Plan will be obtained from internally
generated funds. Proceeds from the sale of shares of Stock
under the Plan will become part of the general corporate
funds of Entergy and will be used (i) to purchase Stock of
Entergy sold or to be sold by Entergy under the Plan, and/or
(ii) for other general corporate purposes.
Entergy currently has registered 2,000,000 shares of Stock
under the Securities Act of 1933 to be sold under the Plan.
Entergy proposes to register additional Shares to be sold
under the Plan as and when necessary to satisfy Plan
requirements. Any authorization that is required under the
Act for Entergy to issue or sell shares of Stock for
corporate purposes other than as set forth herein would be
the subject to a separate filing of filings with the
Commission.
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 EWG or FUCOs, the
Commission shall not consider the effect of the
capitalization 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.
Entergy's "aggregate investment" in EWGs and FUCOs is
approximately $743.2 million, representing approximately
32.91% of the Entergy System's consolidated retained
earnings as of September 30, 1996. 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.
For further information concerning the provisions of the
Plan, as amended, reference is made to Exhibit A-3 hereto.
Item 2. Fees, Commissions and Expenses
The fees and expenses incurred in connection with the
proposed transactions will be supplied by amendment.
Item 3. Applicable Statutory Provisions
It is believed that Sections 6(a), 7, 9(a) and 10 of the Act
and Rules 23, 24, 42 and 50 thereunder are applicable to the
proposed transactions. Entergy believes that the
competitive bidding requirements of Rule 50 are neither
necessary nor appropriate in the public interest or for the
protection of investors or consumers under the
circumstances, and therefore requests an exemption from such
requirements pursuant to Rule 50(a)(5) under the Act.
Item 4. Regulatory Approval
No state or federal commission other than the Commission has
jurisdiction over the proposed transactions.
Item 5. Procedure
Entergy respectfully requests that the Commission's order
herein be entered on or prior to January 1, 1997, or as soon
thereafter as is reasonably practicable. Entergy hereby
waives a recommended decision by a hearing officer or any
other responsible officer of the Commission, agrees that the
Division of Investment Management may assist in the
preparation of the Commission's decision in this matter, and
requests that there be no waiting period between the
issuance of the Commission's order and the date it becomes
effective.
Item 6. Exhibits and Financial Statements
A. Exhibits
*A-1 Certificate of Incorporation of Entergy Corporation
(Filed as Exhibit A-1(a) to Rule 24 Certificate
in File No. 70-8509).
*A-2 By-laws of Entergy, as amended to date (Filed as
Exhibit A-2(a) to Rule 24 Certificate in File
No. 70-8509).
A-3 Entergy Stock Investment Plan, as proposed to
be amended.
B Not applicable
*C Registration Statement with respect to the Entergy Stock
Investment Plan (Filed as Post-Effective Amendment No. 2
on Form S-8 to Registration Statement on Form S-4 (File No.
33-54298)).
D Not Applicable
E Not Applicable
**F Opinion of Counsel
G Suggested form of Notice of Proposed Transactions
B. Financial Statements
Financial Statements of Entergy Corporation and of
Entergy Corporation and subsidiaries, consolidated, as of
September 30, 1996, including proforma journal entries.
Except as reflected in the Financial Statements, no
material changes not in the ordinary course of business
have taken place since September 30, 1996.
Item 7. Information as to Environmental Effects
The proposed transactions described herein involve the
acquisition, issuance or sale of securities and not any
major action which will significantly affect the quality of
the human environment.
No federal agency has prepared or is preparing an
environmental impact statement with respect to the
transactions proposed herein.
_____________________________________________________
* Incorporated herein by reference as indicated.
** To be filed by amendment.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned company has
duly caused this statement to be signed on its behalf by the
undersigned thereunto duly authorized.
Entergy Corporation
By: /s/ Michael G. Thompson
Michael G. Thompson
Senior Vice President,
General Counsel and Secretary
Dated:December 16, 1996
_______________________________
<FN1> For purposes of the Plan, Entergy includes any company
that is or becomes a successor in interest, including the
surviving corporation following the December 31, 1993 merger
of Entergy and Gulf States Utilities Company (the "Merger").
As a result of the Merger, the applicant, a Delaware
corporation, became the successor to Entergy Corporation, a
Florida corporation, and the Stock issued under the Plan
became the common stock, par value $.01 per share, of
applicant.
<FN2> Entergy has issued, as of the end of the second year of
the plan, 576,985 shares of Stock. Additional shares will
be issued under current authority at the end of year three
of the Plan.
<FN3> Eligible Employees generally include all regular, full-
time employees of a Participating Employer, including those
employees who, at the time of grant of the applicable
Option, are on paid leave of absence.
<FN4> In addition to Entergy, Participating Employers include
any corporation (a) 50% or more of the common stock of which
is owned, directly or indirectly, by Entergy, and (b) which
is, from time to time designated as a Participating Employer
in the Plan. Designation as a Participating Employer is
made by a Committee that is charged with administering the
Plan ("Committee"). Participating Employers currently
include the following companies: Entergy, Entergy Arkansas,
Inc., Entergy Enterprises, Inc., Entergy Gulf States, Inc.,
Entergy Louisiana, Inc., Entergy Mississippi, Inc., Entergy
New Orleans, Inc., Entergy Services, Inc., and Entergy
Operations, Inc.
Exhibit A-3
ENTERGY
STOCK INVESTMENT PLAN
This document constitutes part of a prospectus
covering securities that have been registered
under the Securities Act of 1933.
Dated: October 29, 1993
As Extended, Amended and Restated Effective: _________________, 1997
<PAGE>
ENTERGY STOCK INVESTMENT PLAN
TABLE OF CONTENTS
ARTICLE I
Purpose 1
ARTICLE II
Definitions and Construction 2
ARTICLE III
Eligibility and Participation 5
ARTICLE IV
Offerings 6
ARTICLE V
Payroll Deductions and Contributions 7
ARTICLE VI
Granting of Options 9
ARTICLE VII
Exercise of Options 10
ARTICLE VIII
Termination of Participation 11
ARTICLE IX
Common Stock 13
ARTICLE X
Administration 14
ARTICLE XI
Miscellaneous 16
APPENDIX A 19
(i)
<PAGE>
ARTICLE I
PURPOSE
The purpose of the Entergy Stock Investment Plan is to
provide Eligible Employees of Entergy Corporation and other
Participating Employers with an opportunity to acquire a
proprietary interest in the Company through the purchase of
shares of Common Stock of the Company.
ARTICLE II
DEFINITIONS AND CONSTRUCTION
Section 2.01 - Definitions.
(a) "Base Pay" shall mean an Eligible Employee's total
compensation earned during a Plan Year as determined under the
Code for computing taxes for FICA purposes, but excluding any
bonus, overtime, incentive or other similar extraordinary
remuneration earned by such Eligible Employee.
(b) "Code" shall mean the Internal Revenue Code of 1986, as
now or hereafter amended.
(c) "Committee" shall mean the committee of individuals
appointed pursuant to Article X.
(d) "Common Stock" shall mean the common stock, par value
$.01 per share, of the Company that has been made available for
sale to Participants under the Plan or any successor security or
security for which it has been exchanged through reorganization,
merger, recapitalization, reclassification or similar
transaction.
(e) "Company" shall mean Entergy Corporation, a Delaware
corporation, and any successor to all or a major portion of its
property or business, including, without limitation, the
surviving corporation following a merger or consolidation
involving Entergy Corporation.
(f) "Effective Date" shall mean April 1, 1994, the
effective date of this Plan, subject to the provisions of Section
9.03.
(g) "Eligible Employee" shall mean, with respect to a
particular Plan Year, any regular, full-time employee of a
Participating Employer as of the Offering Commencement Date of
such Plan Year, including, without limitation, regular, full-time
employees who, on such Offering Commencement Date, are on a paid
leave of absence. Notwithstanding the immediately preceding
sentence, the following individuals shall not be treated in any
event as Eligible Employees:
(i) any director of the Company or any
employee of the Company or of a Related
Corporation who is an officer of the Company as
defined in Rule 16a-1(f) promulgated under the
Securities Exchange Act of 1934;
(ii) any employee who is on unpaid leave of
absence as of the Offering Commencement Date; and
(iii) any employee who is included in any
collective bargaining unit covered by a collective
bargaining agreement with the Company or any other
Participating Employer, unless the employees of
such collective bargaining unit are designated in
writing by the Committee as "Eligible Employees".
(h) "Offering" shall mean each of the six consecutive
annual offerings of Common Stock beginning on the Offering
Commencement Date of the applicable Plan Year and ending on the
Offering Termination Date of such Plan Year.
(i) "Offering Commencement Date" shall mean the first day
of each Plan Year for which an Offering is made under the Plan.
(j) "Offering Termination Date" shall mean the last day of
each Plan Year for which an Offering is made under the Plan.
(k) "Option" means the option to purchase Common Stock as
provided in Section 6.01.
(l) "Option Price" shall mean the option price as defined
in Section 6.02.
(m) "Option Shares" means the largest whole number of
shares of Common Stock that a Participant is granted the Option
to purchase under Section 6.01.
(n) "Participant" shall mean any Eligible Employee who is
or becomes eligible for participation in an Offering under the
Plan in accordance with the provisions of Section 3.01 and
completes the enrollment procedures authorizing payroll
deductions in accordance with the provisions of Section 3.03.
(o) "Participating Employer" shall mean the Company and any
Related Corporation that may, from time to time, be designated in
writing by the Committee as a Participating Employer in the Plan.
Notwithstanding the foregoing, the Participating Employers for
the first Plan Year shall include, but not necessarily be limited
to, those companies set forth on the list attached hereto and
made a part hereof as Appendix A.
(p) "Plan" shall mean the Entergy Stock Investment Plan, as
set forth herein, and as may be amended from time to time. The
Plan is not subject to any provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), nor is the
Plan a qualified plan under Code 401.
(q) "Plan Year" shall mean each of the six consecutive
twelve month periods commencing April 1 and ending March 31 of
the following calendar year. The first Plan Year with respect to
this Plan is the twelve month period beginning April 1, 1994, and
ending March 31, 1995, and the final Plan Year with respect to
this Plan will be the twelve month period beginning April 1,
1999, and ending March 31, 2000.
(r) "Related Corporation" shall include the Company and any
corporation 50% or more of whose stock (based on voting power or
value) is now or hereafter owned, directly or indirectly, by the
Company.
Section 2.02 - Construction.
Wherever any words are used herein in the singular form they
shall be construed as though they were also used in the plural
form in all cases where they would so apply. Headings of
articles, sections, and subsections are inserted for convenience
of reference. They do not constitute a part of this Plan and are
not to be considered in the construction hereof.
ARTICLE III
ELIGIBILITY AND PARTICIPATION
Section 3.01 - Eligibility.
Any Eligible Employee who is employed by a Participating
Employer as of the Effective Date shall be eligible to enroll as
a Participant in the initial Offering under the Plan in the
manner set forth in Section 3.03. Thereafter, any Eligible
Employee who is employed by a Participating Employer as of a
particular Offering Commencement Date shall be eligible to enroll
as a Participant in the applicable Offering, also in accordance
with Section 3.03.
Section 3.02 - Termination of Eligibility.
Termination of an Eligible Employee's employment, for
whatever reason, shall terminate such Eligible Employee's
eligibility to participate in future Offerings under the Plan, as
well as the right to exercise the Option granted with respect to
the then current Offering under the Plan. For purposes of Plan
eligibility, an Eligible Employee who during the course of the
Plan Year commences an approved unpaid leave of absence shall be
deemed to have continued employment through the Offering
Termination Date for the then current Plan Year unless (1) the
employment of such individual terminates at any time prior to
such date, or (2) such individual fails to return to regular full-
time employment upon the first regular business day following the
expiration date of any such approved leave during the Plan Year.
Section 3.03 - Commencement of Participation.
An Eligible Employee shall become a Participant with respect
to an Offering under the Plan by enrolling in the Offering. A
Participant may enroll in an Offering only by authorizing payroll
deductions through BETSY (Benefits Electronic Transaction
System), or such other electronic or manual enrollment system as
the Committee may establish, on or before the date set therefor
by the Committee, which date shall be prior to the Offering
Commencement Date for the Offering. The purpose of such payroll
deductions is to provide funds to be credited to the
Participant's account for the purchase of the Common Stock which
is the subject of the Offering pursuant to Section 7.01. Payroll
deductions for a Participant shall commence as of the applicable
Offering Commencement Date, when the Participant's authorization
for payroll deductions becomes effective, and shall end as of the
Offering Termination Date of the Offering, unless sooner
suspended as provided in Section 5.01(b), or terminated as
provided in Article VIII.
ARTICLE IV
OFFERINGS
The Plan shall be implemented by six consecutive annual
Offerings of Common Stock. The Offering Commencement Date of the
first annual Offering shall be the Effective Date. Thereafter,
the Offering Commencement Date of any future annual Offering will
be the first day of the Plan Year corresponding to that Offering.
ARTICLE V
PAYROLL DEDUCTIONS AND CONTRIBUTIONS
Section 5.01 - Amount of Deduction.
(a) Election. At the time a Participant enrolls in an
Offering by authorizing payroll deductions to be credited to the
Participant's account during the applicable Plan Year pursuant to
Section 3.03, such Participant shall elect to have deductions
made from such Participant's payroll check on each payday during
the time such individual remains a Participant in an Offering.
The Participant may elect to have the payroll deductions made at
the rate of 1, 2, 3, 4, 5, 6, 7, 8, 9 or 10% of the
Participant's Base Pay or may elect to have a specified whole
dollar amount deducted from each payroll check, subject to the
provisions of Section 5.03.
(b) Suspension. A Participant may suspend payroll
deductions with respect to any Offering by providing written
notice to the Committee, which suspension shall become effective
the first day of the payroll period commencing after the date on
which any such suspension notice is received by the Committee.
Any such suspension shall remain effective through the end of the
applicable Offering; provided, however, that subject to the
Participant's right of withdrawal under Section 8.01, such
suspension shall not affect the exercise of the Participant's
Option pursuant to Section 7.01 to the full extent of the
accumulated payroll deductions and additional cash contributions,
if any, credited to the Participant's account as of the date of
such suspension (less any amount charged to the Participant's
account for administrative expenses, and withholding taxes, if
applicable).
(c) Changes. Except as provided in subsection (b) above or
Section 8.01, a Participant may not increase or decrease the
amount of payroll deductions related to an Offering.
Section 5.02 - Cash Contributions.
The Committee, in its discretion, may permit Participants to
make one or more cash contributions to be credited to the
Participant's account during any Plan Year. Such cash
contributions shall be in addition to payroll deductions elected
in accordance with Section 5.01 above and shall be subject to
such terms, conditions and limitations as the Committee may, from
time to time, establish.
Section 5.03 - Maximum Participant Contributions.
Notwithstanding Section 5.02 above, the amounts contributed
by a Participant in any Plan Year through payroll deductions and
cash contributions, if any, shall not, in the aggregate, exceed
10% of Base Pay. All sums contributed by the Participant in
excess of such maximum level shall be returned to the Participant
as soon as practicable following the end of the applicable Plan
Year.
Section 5.04 - Participant's Account.
All payroll deductions from Base Pay and additional cash
contributions, if any, made on behalf of a Participant shall be
made on an after-tax basis and credited to the Participant's
account under the Plan. Except as otherwise permitted by the
Committee, a Participant may not make any additional cash
payments for credit to such account. At the end of each Plan
Year or as soon thereafter as is practicable, each Participant in
the Offering corresponding to that Plan Year, or any prior Plan
Year (who has acquired shares of Common Stock under the Plan for
which certificates have not been issued), will receive a
statement of that Participant's account reflecting the number of
shares of Common Stock purchased in that Plan Year, if any, and
the total number of shares acquired under the Plan for which
certificates have not been issued. In addition, the Committee
may elect to have the Plan record keeper provide interim
statements on a periodic basis. The record keeper may assess an
administrative fee for rendering such annual or interim
statements.
Section 5.05 -Withholding Taxes.
As of the Offering Termination Date applicable to each Plan
Year, each Participant will recognize ordinary income in an
amount equal to the difference between the fair market value of
the Plan Shares purchased by such Participant during such Plan
Year and the Option Price paid by such Participant for such Plan
Shares. This additional income is subject to income and
employment tax withholding. Upon the exercise of any Option under
the Plan, the Committee may cause to be withdrawn from the
Participant's account an amount sufficient to satisfy all
federal, state and local tax withholding requirements.
Alternatively, the Committee may, in its discretion, adopt other
procedures to satisfy all such withholding tax requirements
including, without limitation, requiring that the Participant
remit an amount necessary to satisfy such withholding
obligations.
ARTICLE VI
GRANTING OF OPTIONS
Section 6.01
On the Offering Commencement Date of each Offering, each
Participant shall be deemed to have been granted an Option to
purchase the largest whole number of shares of Common Stock, at
the Option Price determined as provided in Section 6.02, that the
amount credited to the Participant's account on the Offering
Termination Date (less any amount charged to the Participant's
account for administrative expenses, and withholding taxes, if
applicable) will allow; provided however, that in no event shall
the number of shares of Common Stock that may be purchased under
such Option be such that the aggregate fair market value of such
shares, when combined with that of all shares purchased by the
Participant under all stock purchase plans qualified under Code
423 during the same calendar year, valued as of the Offering
Commencement Date, will exceed $25,000; and, provided further
that, notwithstanding any provision of the Plan to the contrary,
no Participant shall be granted an Option if, immediately after
the grant, such Participant would own stock, and/or hold
outstanding options to purchase stock, possessing 5% or more of
the total combined voting power or value of all classes of stock
of the Company. For purposes of this Section 6.01, the rules
under Code 424(d) shall apply in determining the stock ownership
of any Participant.
Section 6.02 - Option Price.
The Option Price of the Option Shares purchased with a
Participant's Base Pay payroll deductions and additional cash
contributions, if any, with respect to an annual Offering shall
be the lower of:
(a) 85% of the closing price of the Common Stock on the
Offering Commencement Date or the nearest prior business day
on which trading occurs on the New York Stock Exchange (the
"NYSE"); or
(b) 85% of the closing price of the Common Stock on the
Offering Termination Date or the nearest prior business day
on which trading occurs on the NYSE.
If the Common Stock is not admitted to trading on the NYSE
on any of the aforesaid dates for which closing prices of the
Common Stock are to be determined, reference shall be made to the
fair market value of the Common Stock on that date, as determined
by the closing price of the Common Stock on the broadest market,
as determined by the Committee, in which it is traded.
ARTICLE VII
EXERCISE OF OPTIONS
Section 7.01 - Automatic Exercise.
Unless a Participant gives prior written notice to the
Committee in accordance with Section 8.01, the Participant's
Option for the purchase of Common Stock with respect to any
Offering shall be deemed to have been exercised automatically
(and the Option Shares shall be deemed to have been purchased) on
the Offering Termination Date applicable to such Offering. No
commissions will be charged in connection with the purchase of
the Option Shares. Since fractional shares will not be issued
under the Plan, any excess amount credited to a Participant's
account that cannot be applied to the purchase of the Option
Shares on the Offering Termination Date will be returned to the
Participant in cash.
Section 7.02 - Non-Transferability of Options.
Options granted to a Participant shall be exercisable only
by that Participant, and may not be assigned, transferred,
pledged, or otherwise disposed of in any way.
Section 7.03 - Delivery of Stock.
At the end of each Plan Year, an entry will be made on the
Company's books and records evidencing that the Option Shares
purchased by each Participant with respect to the applicable
Offering have been acquired by the Participant on the Offering
Termination Date of that Offering; provided, however, that a
Participant may, at any time thereafter, elect in writing to
receive a stock certificate for all or a portion of such Option
Shares, as well as any Option Shares acquired under prior Plan
Offerings. As promptly as practicable after receiving written
notice of such election, the Committee will cause to be delivered
to the Participant a certificate registered in the Participant's
name for the number of Option Shares requested.
Section 7.04 - Non-Interest Bearing Accounts.
No interest shall be paid or allowed to any Participant on
any amounts paid into the Plan or credited to the account of such
Participant.
ARTICLE VIII
TERMINATION OF PARTICIPATION
Section 8.01 - Withdrawal from Offering.
A Participant may withdraw from any Offering under the Plan
by notifying the Committee in writing of such Participant's
election to withdraw at any time prior to the Offering
Termination Date. If a request to withdraw is received by the
Committee prior to the Offering Termination Date, the amount of
payroll deductions and additional cash contributions, if any,
credited to the Participant's account at such time (less any
amount charged to the Participant's account for administrative
expenses) shall be returned to the Participant as soon as
practicable. In any event, no subsequent payroll deductions
shall be made or cash contributions accepted during the remainder
of such Offering. In accordance with Section 11.02, the
Committee may, at its option, treat any attempt by the
Participant to borrow on the security of the Participant's
accumulated payroll deductions or other permitted contributions
as an election to withdraw from the then current Offering under
the Plan.
Section 8.02 - Effect on Subsequent Participation.
A Participant's election to withdraw from participation in
any Offering shall not have any effect upon the Participant's
eligibility to participate in any succeeding Offering or in any
similar plan that may hereafter be adopted by a Participating
Employer.
Section 8.03 - Termination of Employment.
Upon termination of a Participant's employment for any
reason, including retirement (or death while in the employ of a
Participating Employer), certificates for any Option Shares
acquired by the Participant pursuant to prior Offerings (for
which certificates have not yet been issued), and the payroll
deduction amount and additional cash contributions, if any, made
by the Participant and credited to the Participant's account with
respect to the current Offering (less any amount charged to the
Participant's account for administrative expenses), shall be
delivered or paid in cash, as applicable, to the Participant, or,
in the case of the Participant's death, to the person or persons
entitled thereto under Section 11.01.
Section 8.04 - Leave of Absence.
(a) Paid Leave. A Participant on paid leave of absence
shall, subject to any withdrawal election made by such
Participant pursuant to Section 8.01, continue to be a
Participant with respect to the then current Offering so long as
such Participant is on continuous paid leave of absence or
otherwise remains an Eligible Employee through the applicable
Offering Termination Date.
(b) Unpaid Leave. Subject to subsection (c) below, a
Participant who takes an approved unpaid leave of absence
commencing subsequent to the Offering Commencement Date
applicable to any Offering shall be permitted to continue
participation in such Offering so long as the Participant remains
on continuous approved leave of absence or otherwise remains an
Eligible Employee through the applicable Offering Termination
Date.
(c) The Committee shall determine whether or not any leave
of absence shall constitute a termination of employment or an
approved unpaid leave of absence within the meaning of the Plan.
Section 8.05 - Termination of Plan
In the event of the Termination of the Plan, certificates
for any Option Shares acquired by each Participant pursuant to
prior Offerings (for which certificates have not yet been
issued), and the payroll deduction amount and additional cash
contributions, if any, made by each such Participant and credited
to such Participant's account with respect to the then current
Offering (less any amount charged to the Participant's account
for administrative expenses), shall be delivered or paid in cash,
as applicable, to such Participant, or in the case of such
Participant's death, to the person or persons entitled thereto
under Section 11.01.
ARTICLE IX
COMMON STOCK
Section 9.01 - Maximum Shares.
The maximum number of shares of Common Stock that shall be
issued under the Plan shall be four million (4,000,000). The
shares of Common Stock issued under the Plan shall be purchased
from the Company and issued out of the Company's authorized but
unissued shares, or from shares held by the Company as treasury
stock. If the total number of shares for which Options are
exercised on any Offering Termination Date in accordance with
Article VII would cause the maximum number of shares authorized
herein to be exceeded, the Committee shall make a pro rata
allocation of the shares available for purchase in as nearly a
uniform manner as shall be practicable, and as it shall determine
to be equitable. Any excess amount credited to a Participant's
account that cannot be applied to the purchase of Common Stock
will be returned to the Participant in cash.
Section 9.02 - Participant's Interest in Option Shares.
A Participant shall have no interest in any Option Shares
until the Option applicable thereto has been exercised.
Section 9.03 - Restrictions on Exercise
All shares of Common Stock issued and sold hereunder shall
be fully listed, upon official notice of issuance, upon a stock
exchange, and a registration statement under the Securities Act
of 1933, as amended, shall be effective with respect thereto. If
either of these conditions should at any time not be satisfied
and be incapable of being cured within a reasonable time, this
Plan shall immediately terminate and certificates for Option
Shares and amounts credited to the accounts of Participants shall
be delivered or paid in cash, as applicable, to Participants
pursuant to Section 8.05.
ARTICLE X
ADMINISTRATION
Section 10.01 - Appointment of Committee.
The Chairman of the Board of Directors of the Company shall
appoint a Committee to administer the Plan, which shall consist
of no fewer than three members selected from directors, officers
or employees of the Company or a Related Corporation. No member
of the Committee shall be eligible to purchase Common Stock under
the Plan.
Section 10.02 - Authority of Committee.
Subject to the express provisions of the Plan, the Committee
shall have plenary and exclusive authority in its discretion to
interpret and construe any and all provisions of the Plan, to
adopt rules and regulations for administering the Plan, and to
make all other determinations deemed necessary or advisable for
administering the Plan. The Committee's determination on the
foregoing matters shall be conclusive and binding on the
Participants.
Section 10.03 - Rules Governing the Administration of the
Committee.
The Chairman of the Board of Directors of the Company may
from time to time appoint members of the Committee in
substitution for or in addition to members previously appointed
and may fill vacancies, however caused, in the Committee. The
Committee may select one of its members as its Chairman and shall
hold its meetings at such times and places as it shall deem
advisable and may hold telephonic meetings by means of conference
telephone or similar communications equipment, provided that all
persons participating in the meeting can hear and communicate
with each other. A majority of the members of the Committee
shall constitute a quorum. All determinations of the Committee
shall be made by a majority of the members present at a meeting
at which a quorum is present. The Committee may correct any
defect or omission or reconcile any inconsistency in the Plan, in
the manner and to the extent it shall deem desirable. Any
decision or determination reduced to writing and signed by a
majority of the members of the Committee shall be as fully
effective as if it had been made by a majority vote at a meeting
duly called and held. The Committee may appoint a secretary and
shall make such rules and regulations for the conduct of its
business as it shall deem advisable.
Section 10.04 - Notice.
Every direction, revocation or notice authorized or required
by the Plan shall be deemed delivered to the Committee as of the
earliest of the following dates:
(i) the date it is personally delivered to Entergy
Services, Inc., System Compensation Department, whose
offices are located at 639 Loyola Avenue, New Orleans,
LA 70113 or to such other address as the Committee
may, from time to time, designate upon written notice
to the Participants;
(ii) three business days after it is sent by registered
or certified mail, postage prepaid, addressed to the
ESIP Committee, c/o, Entergy Services, Inc., System
Compensation Department, P. O. Box 61000, New Orleans,
La. 70161; or
(iii) the date of any written confirmation by the
Committee addressed to the Participant (at such
Participant's work location or last known address)
acknowledging receipt of any such direction, revocation
or notice.
Except as otherwise expressly authorized by the Committee
upon written notice to the Participants, any notice delivered to
the Committee by means other than described above shall not be
effective unless and until receipt is confirmed in writing by the
Committee.
ARTICLE XI
MISCELLANEOUS.
Section 11.01 - Effect of Participant's Death.
Upon the death of a Participant, the Company shall deliver
certificates for any Option Shares acquired by the Participant
pursuant to prior Offerings (for which certificates have not yet
been issued), and all cash credited to the Participant's account
for the current Offering (less any amount charged to the
Participant's account for administrative expenses), to the
executor or administrator of the estate of the Participant, or if
no such executor or administrator has been appointed (to the
knowledge of the Committee), the Committee, in its discretion,
may deliver certificates for such Option Shares and cash to the
spouse or to any one or more dependents of the Participant as the
Committee may designate. No executor, administrator or
beneficiary of a Participant's estate shall, prior to the death
of such Participant, acquire any interest in any Option Shares or
cash credited to the Participant's account under the Plan.
Section 11.02 - Transferability.
Common Stock to be delivered to a Participant under the Plan
will be registered in the name of the Participant only. Neither
payroll Base Pay deductions nor additional cash contributions, if
any, made by the Participant and credited to a Participant's
account under the Plan may be assigned, transferred, pledged, or
otherwise disposed of in any way by the Participant other than by
will or the laws of descent and distribution. Any such attempted
assignment, transfer, pledge or other disposition shall be
without effect, except that the Company may treat such act as an
election to withdraw in accordance with Section 8.01. Except as
provided in Section 11.01, any rights of a Participant to receive
Common Stock under the Plan may not be assigned, transferred,
pledged, or otherwise disposed of in any way by the Participant
other than by will or the laws of descent and distribution.
Section 11.03 - Use of Funds.
All payroll deductions and additional cash contributions, if
any, received or held by the Company under this Plan may be used
by the Company for any corporate purpose and the Company shall
not be obligated to segregate such funds.
It is a condition of the Plan (to which the Participant
expressly agrees by enrolling in the Plan) that neither the
Participant, nor any other person or entity, shall look to any
person or entity other than the Company for the funding and
distribution of Common Stock under the Plan or the applicable
Participating Employer for the distribution of amounts credited
to the Participant's account under the Plan. The Participant, or
any other person or entity having or claiming a right to benefits
hereunder, shall rely solely on the unsecured obligation of the
Company and/or Participating Employer set forth herein. Nothing
in this Plan shall be construed to give the Participant, or any
such person or entity, any right, title, interest, or claim in or
to any specific asset, fund reserve, account or property of any
kind whatsoever, now or hereafter owned by the Company, the
Participating Employer or any Related Corporation. However, the
Participant, or any such person or entity, shall have the right
to enforce the Participant's claim against the Company or
applicable Participating Employer in the same manner as any other
unsecured creditor of such entities.
Section 11.04 - Adjustment Upon Changes in Capitalization.
(a) If, while any Options are outstanding, the outstanding
shares of Common Stock have increased, decreased, changed into,
or been exchanged for a different number of shares or securities
of the Company through reorganization, merger, recapitalization,
reclassification, stock split, reverse stock split or similar
transaction, appropriate and proportionate adjustments may be
made by the Committee in the number of shares that are subject to
purchase under such outstanding Options and in the Option Price
applicable thereto. No adjustments shall be made for stock
dividends. For purposes of this Section 11.04(a), any
distribution of shares to shareholders in an amount aggregating
20% or more of the outstanding shares shall be deemed a stock
split and any distributions of shares aggregating less than 20%
of the outstanding shares shall be deemed a stock dividend.
(b) Upon the dissolution or liquidation of the Company, the
Plan shall immediately terminate and certificates for Option
Shares and amounts credited to the accounts of Participants shall
be delivered or paid in cash, as applicable, to Participants
pursuant to Section 8.05.
Section 11.05 - Amendment and Termination.
The Board of Directors of the Company shall have complete
power and authority to terminate or amend the Plan. No such
termination, modification, or amendment of the Plan may, without
the consent of the Participants, adversely affect the rights of
such Participants with respect to Options granted for the then
current Plan Year or with respect to Option Shares acquired in
previous Plan Years. Any such termination, modification, or
amendment shall be given effect only as to any future Plan Years.
Section 11.06 - No Employment Rights.
The Plan does not, directly or indirectly, create in any
Eligible Employee or class of Eligible Employees any right with
respect to continuation of employment by a Participating
Employer, and it shall not be deemed to interfere in any way with
a Participating Employer's right to terminate, or otherwise
modify, an Eligible Employee's employment at any time.
Section 11.07 - Effect of Plan.
The provisions of the Plan shall, in accordance with its
terms, be binding upon, and inure to the benefit of, all
successors in interest of each Eligible Employee participating in
the Plan, including, without limitation, such Eligible Employee's
estate and the executors, administrators or trustees thereof,
heirs and legatees, and any receiver, trustee in bankruptcy or
representative of creditors of such Eligible Employee.
Section 11.08 - Governing Law.
The law of the State of Louisiana will govern all matters
relating to this Plan, except to the extent it is superseded by
the laws of the United States.
APPENDIX A
The initial list of Participating Employers in the Entergy Stock
Investment Plan includes, without exception:
1. Entergy Corporation
2. Entergy Arkansas, Inc.
3. Entergy Louisiana, Inc.
4. Entergy Mississippi, Inc.
5. Entergy New Orleans, Inc.
6. Entergy Services, Inc. ("ESI")
7. Entergy Operations, Inc. ("EOI")
The Committee may from time to time add and, as to the future
Offerings, remove Participating Employers by written restatement
of this Appendix A.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 017
<NAME> ENTERGY CORPORATION & SUBSIDARIES (CONSOLIDATED)
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1995
<PERIOD-END> SEP-30-1996 SEP-30-1996
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 16,226,927 16,226,927
<OTHER-PROPERTY-AND-INVEST> 777,577 777,577
<TOTAL-CURRENT-ASSETS> 2,645,222 2,637,122
<TOTAL-DEFERRED-CHARGES> 3,494,364 3,494,364
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<TOTAL-ASSETS> 23,144,090 23,235,990
<COMMON> 2,315 2,315
<CAPITAL-SURPLUS-PAID-IN> 4,240,038 4,240,038
<RETAINED-EARNINGS> 2,406,339 2,398,239
<TOTAL-COMMON-STOCKHOLDERS-EQ> 6,609,735 6,601,635
221,986 221,986
490,955 490,955
<LONG-TERM-DEBT-NET> 7,642,768 7,642,768
<SHORT-TERM-NOTES> 120,692 120,692
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 355,305 355,305
0 0
<CAPITAL-LEASE-OBLIGATIONS> 275,323 275,323
<LEASES-CURRENT> 151,204 151,204
<OTHER-ITEMS-CAPITAL-AND-LIAB> 7,356,419 7,356,419
<TOT-CAPITALIZATION-AND-LIAB> 23,144,090 23,135,990
<GROSS-OPERATING-REVENUE> 7,019,660 7,019,660
<INCOME-TAX-EXPENSE> 372,423 372,423
<OTHER-OPERATING-EXPENSES> 5,359,378 5,367,478
<TOTAL-OPERATING-EXPENSES> 5,731,801 5,739,901
<OPERATING-INCOME-LOSS> 1,287,859 1,279,759
<OTHER-INCOME-NET> (116,618) (116,618)
<INCOME-BEFORE-INTEREST-EXPEN> 1,171,241 1,163,141
<TOTAL-INTEREST-EXPENSE> 711,983 711,983
<NET-INCOME> 459,258 451,158
74,359 74,359
<EARNINGS-AVAILABLE-FOR-COMM> 384,899 376,799
<COMMON-STOCK-DIVIDENDS> 410,394 410,394
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
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<TABLE> <S> <C>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 016
<NAME> ENTERGY CORPORATION
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1995
<PERIOD-END> SEP-30-1996 SEP-30-1996
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 0 0
<OTHER-PROPERTY-AND-INVEST> 6,711,895 6,711,895
<TOTAL-CURRENT-ASSETS> 54,875 46,775
<TOTAL-DEFERRED-CHARGES> 77,176 77,176
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 6,843,946 6,835,846
<COMMON> 2,315 2,315
<CAPITAL-SURPLUS-PAID-IN> 4,240,038 4,240,038
<RETAINED-EARNINGS> 2,406,339 2,398,239
<TOTAL-COMMON-STOCKHOLDERS-EQ> 6,609,735 6,601,635
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 120,000 120,000
<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> 114,211 114,211
<TOT-CAPITALIZATION-AND-LIAB> 6,843,946 6,835,846
<GROSS-OPERATING-REVENUE> 0 0
<INCOME-TAX-EXPENSE> (13,723) (13,723)
<OTHER-OPERATING-EXPENSES> 66,334 74,434
<TOTAL-OPERATING-EXPENSES> 52,611 60,711
<OPERATING-INCOME-LOSS> (52,611) (60,711)
<OTHER-INCOME-NET> 438,592 438,592
<INCOME-BEFORE-INTEREST-EXPEN> 385,981 377,881
<TOTAL-INTEREST-EXPENSE> 1,082 1,082
<NET-INCOME> 384,899 376,799
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 384,899 376,799
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<TOTAL-INTEREST-ON-BONDS> 0 0
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</TABLE>
Exhibit G
[FORM OF NOTICE]
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35 - _______________; 70-______________)
Entergy Corporation
Notice of Proposal to Amend and Extend Stock Investment
Plan; Acquisition and Sale of Common Stock
Entergy Corporation, 639 Loyola Avenue, New Orleans,
Louisiana 70113 ("Entergy"), a registered holding company,
has filed an application-declaration with the Commission
pursuant to Sections 6(a), 7, 9(a), 10 and 12(c) of the
Public Utility Holding Company Act of 1935, as amended
("Act") and Rules 42 and 50 thereunder.
Entergy adopted a non-statutory employee stock option
plan, known as the Entergy Stock Investment Plan ("Plan"),
dated October 29, 1993. In connection with the
implementation of the Plan, the Commission authorized
Entergy, from time to time through March 31, 1997, to (i)
grant options ("Options") to eligible employees (as
hereinafter defined) to purchase up to 2,000,000 shares of
its common stock, $5 par value, or any successor security
(including the common stock, $.01 par value, of the
applicant, Entergy Corporation, as the surviving corporation
following the December 31, 1993 merger of Entergy
Corporation and Gulf States Utilities Corporation)
("Stock"), and (ii) to issue and sell up to 2,000,000 shares
of such Stock upon the exercise of such Options (See HCAR
No. 25963, dated December 28, 1993, in File No. 70-8299) In
addition, Entergy was authorized to purchase, from time to
time through March 31, 1997, up to 2,000,000 shares of Stock
to be held as treasury shares, pending resale to such
employees, for the purpose of satisfying the anticipated
requirements of the Plan.
The Plan, as currently in effect, provides for three
consecutive annual offerings of Stock, with the first such
annual period commencing on April 1, 1996 and the third and
final such annual period terminating March 31, 1997.
Entergy now proposes to renew and extend the Plan for an
additional three (3) year period commencing April 1, 1997,
and to amend the Plan as necessary to provide for such
renewal and extension and for the sale of up to 2,000,000
additional shares of Stock during this extended term.
Accordingly, Entergy requests authorization, from time to
time during the period through March 31, 2000, to grant
additional Options pursuant to the terms of the Plan, as
amended, and, in connection with the execution of such
Options (and the Options previously granted), to sell up to
an aggregate maximum of 4,000,000 shares of its Stock
(including the 2,000,000 shares currently authorized)which
may be either authorized but unissued shares or previously
issued shares purchased by Entergy on the open market and
held by the Corporation as treasury shares. Entergy also
requests authorization to purchase on the open market, from
time to time through March 31, 2000, up to an aggregate
maximum of 4,000,000 shares of Stock (including the
2,000,000 shares currently authorized), to be held as
treasury shares pending resale to participating employees
pursuant to the terms of the Plan. Entergy further seeks an
exemption from the competitive bidding requirements of Rule
50 under the Act, pursuant to subsection(a)(5) thereof, in
connection with the sale of securities under the Plan.
The purpose of the Plan is to provide eligible
employees ("Eligible Employees") of Entergy and of other
participating companies (collectively, "Participating
Employers") with an opportunity to acquire a proprietary
interest in Entergy through the purchase of shares of Stock.
In addition to Entergy, Participating Employers include any
corporation (a) 50% or more of the common stock of which is
owned, directly or indirectly, by Entergy, and (b) which is,
from time to time, designated as a Participating Employer in
the Plan. Designation as a Participating Employer is made
by a Committee that is charged with administering the Plan
("Committee"). Participating Employers currently include
the following companies: Entergy, Entergy Arkansas, Inc.,
Entergy Enterprises, Inc., Entergy Gulf States, Inc.,
Entergy Louisiana, Inc., Entergy Mississippi, Inc., Entergy
New Orleans, Inc., Entergy Services, Inc., and Entergy
Operations, Inc. Eligible Employees generally include all
regular, full-time employees of a Participating Employer,
including those employees who, at the time of the grant of
the applicable Option, are on paid leave of absence.
Pursuant to the Plan, Eligible Employees are granted Options
to acquire shares of Stock in connection with consecutive
annual offerings ("Offerings"), each corresponding to a
twelve month period ("Plan Year"), commencing on April 1
("Commencement Date") and ending March 31 of the following
year ("Termination Date").
Under the current Plan, the first Plan Year was the
twelve month period beginning April 1, 1994 and ending March
31, 1995 and the final Plan Year is the twelve month period
that commenced April 1, 1996 and will end March 31, 1997.
Pursuant to the Plan, as amended, it is proposed that
Eligible Employees be granted Options to acquire shares of
Stock for three additional Plan Years, with the first such
additional Plan Year beginning April 1, 1997 and the last
such additional Plan Year ending March 31, 2000. The Plan
provides that an Eligible Employee becomes a participant
with respect to any Offering ("Participant") by enrolling in
the Offering prior to the applicable Commencement Date and
authorizing payroll deductions during the course of the
corresponding Plan Year. A Participant may authorize
deductions up to a maximum level of 10% of the Participant's
base pay which will be used at the end of each Plan Year to
purchase the Stock that is covered by the Participant's
Option. Generally, each Participant is granted an Option on
each Commencement Date to purchase the maximum number of
whole shares of Stock ("Option Shares") that the amount
credited to the Participant's Plan account on the
Termination Date with respect to that Offering (less any
amount charged to the Participant's account for
administrative expenses and withholding taxes, if
applicable) will allow. The Option exercise price ("Exercise
Price") with respect to any Offering is the lower of:
a. 85% of the closing price of the Stock on the
Commencement Date for that Offering or the nearest
prior business day on which trading occurs on the New
York Stock Exchange; or
b. 85% of the closing price of the Stock on the
Termination Date for that Offering or the nearest
prior business day on which trading occurs on the New
York Stock Exchange.
Unless a Participant elects to withdraw from the Plan,
the Participant's Option is deemed to be automatically
exercised on the applicable Termination Date for the
purchase of the number of Option Shares covered by the
Option. Such purchase is reflected by an appropriate entry
on Entergy's books and records evidencing that the Option
Shares purchased by a Participant with respect to the
Offering have been acquired by the Participant as of that
date. Participants may choose to receive their Option
Shares in book-entry or certificate form. No fractional
shares are issued under the Plan. Any excess amount in a
Participant's Plan account is paid to the Participant in
cash. If a Participant withdraws from an Offering prior to
the exercise of the applicable Option, such Participant
receives a refund of amounts withheld and credited to his
account, less nominal administrative expenses. No interest
is paid to the Participant on returned funds.
The Plan is administered by a Committee whose members
are appointed by the Chairman of the Board of Directors of
Entergy. The Committee consists of no fewer than three
members selected from directors, officers or employees of
Entergy and of other Participating Employers. Subject to
the express provisions of the Plan, the Committee has the
exclusive authority to interpret and construe any and all of
its provisions and to make all other determinations deemed
necessary or advisable for its administration. The
Committee , in its discretion, may permit Participants to
make contributions by one or more lump sum payments in
addition to payroll deductions. Such permission is subject
to, inter alia, the condition that the total of all amounts
credited to a Participant's account in any Plan Year may in
no event exceed 10% of the Participant's base pay.
The maximum number of shares of Stock that may be
issued under the Plan, as amended, will be 4,000,000
(including the 2,000,000 shares which the Commission has
previously authorized to be issued). Stock issued under the
Plan may be issued out of Entergy's authorized but unissued
shares, or from shares purchased by Entergy on the open
market and held by Entergy as treasury stock. Funds for the
purchase of shares of Stock on the open market to satisfy
the requirements of the Plan will be obtained from
internally generated funds. Proceeds from the sale of
shares of Stock under the Plan will become part of the
general corporate funds of Entergy and will be used (i) to
purchase Stock of Entergy sold or to be sold by Entergy
under the Plan, or (ii) for other general corporate
purposes.
Entergy currently has registered 2,000,000 Shares of
Stock under the Securities Act of 1933 to be sold under the
Plan. Any authorization that is required under the Act for
Entergy to issue or sell shares of Stock for corporate
purposes other than as set forth herein would be the subject
to a separate filing of filings with the Commission.
The application-declaration and any amendments thereto
are available for public inspection through the Commission's
Office of Public Reference. Interested persons wishing to
comment or request a hearing should submit their views in
writing by _____________________ to the Secretary,
Securities and Exchange Commission, Washington, D. C. 20549,
and serve a copy on the applicant-declarant at the address
specified above. Proof of service (by affidavit or, in case
of any attorney at law, by certificate) should be filed with
the request. Any request for a hearing shall identify
specifically the issues of fact or law that are disputed. A
person who so requests will be notified of any hearing, if
ordered, and will receive a copy of any notice or order
issued in this matter. After said date, the application-
declaration, as filed or as it may be amended, may be
granted and/or permitted to become effective.
Jonathan G. Katz
Secretary
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
-------------------------------------------
Before In Present After
ASSETS Transaction Filing Transaction
------------- ------------- -------------
(In Thousands)
Utility Plant:
Electric $22,588,066 $22,588,066
Plant acquisition adjustment - Entergy Gulf States, Inc. 459,492 459,492
Electric plant under leases 678,658 678,658
Property under capital leases - electric 149,863 149,863
Natural gas 168,136 168,136
Steam products 79,701 79,701
Construction work in progress 464,888 464,888
Nuclear fuel under capital leases 276,308 276,308
Nuclear fuel 61,212 61,212
------------- ------------- -------------
Total 24,926,324 24,926,324
Less - accumulated depreciation
and amortization 8,699,397 8,699,397
------------- ------------- -------------
Utility plant - net 16,226,927 16,226,927
------------- ------------- -------------
Other Property and Investments:
Decommissioning trust funds 318,088 318,088
Other 459,489 459,489
------------- ------------- -------------
Total 777,577 777,577
------------- ------------- -------------
Current Assets:
Cash and cash equivalents:
Cash 99,309 (8,100) 91,209
Temporary cash investments - at cost,
which approximates market 447,294 447,294
Special deposits 60,824 60,824
------------- ------------- -------------
Total cash and cash equivalents 607,427 (8,100) 599,327
Notes receivable 1,332 1,332
Accounts receivable:
Customer (less allowance for
doubtful accounts of $8.4 million) 458,357 458,357
Other 73,380 73,380
Accrued unbilled revenues 373,114 373,114
Deferred fuel 92,543 92,543
Fuel inventory - at average cost 122,610 122,610
Materials and supplies - at average cost 345,833 345,833
Rate deferrals 440,816 440,816
Prepayments and other 129,810 129,810
------------- ------------- -------------
Total 2,645,222 (8,100) 2,637,122
------------- ------------- -------------
Deferred Debits and Other Assets:
Regulatory Assets:
Rate deferrals 507,824 507,824
SFAS 109 regulatory asset - net 1,206,786 1,206,786
Unamortized loss on reacquired debt 222,264 222,264
Other regulatory assets 378,088 378,088
Long-term receivables 218,246 218,246
Citipower license (net of $11.5 million of amortization) 609,027 609,027
Other 352,129 352,129
------------- ------------- -------------
Total 3,494,364 3,494,364
------------- ------------- -------------
TOTAL $23,144,090 $(8,100) $23,135,990
============= ============= =============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
--------------------------------------------
Before In Present After
CAPITALIZATION AND LIABILITIES Transaction Filing Transaction
------------- ------------- -------------
(In Thousands)
Capitalization:
Common stock, $.01 par value, authorized
500,000,000 shares; issued 231,455,342
shares $2,315 $2,315
Paid-in capital 4,240,038 4,240,038
Retained earnings 2,406,339 (8,100) 2,398,239
Cumulative foreign currency translation adjustment 20,670 20,670
Less - treasury stock (1,973,468 shares) 59,627 59,627
------------- ------------- -------------
Total common shareholders' equity 6,609,735 (8,100) 6,601,635
Subsidiary's preference stock 150,000 150,000
Subsidiaries' preferred stock:
Without sinking fund 490,955 490,955
With sinking fund 221,986 221,986
Company-obligated manditorily redeemable
preferred securities of subsidiary trust holding
soley junior subordinated deferrable debentures 130,000 130,000
Long-term debt 7,642,768 7,642,768
------------- ------------- -------------
Total 15,245,444 (8,100) 15,237,344
------------- ------------- -------------
Other Noncurrent Liabilities:
Obligations under capital leases 275,323 275,323
Other 372,787 372,787
------------- ------------- -------------
Total 648,110 648,110
------------- ------------- -------------
Current Liabilities:
Currently maturing long-term debt 355,305 355,305
Notes payable 120,692 120,692
Accounts payable 429,018 429,018
Customer deposits 152,551 152,551
Taxes accrued 433,975 433,975
Accumulated deferred income taxes 85,186 85,186
Interest accrued 181,394 181,394
Dividends declared 10,475 10,475
Obligations under capital leases 151,204 151,204
Other 132,127 132,127
------------- ------------- -------------
Total 2,051,927 2,051,927
------------- ------------- -------------
Deferred Credits:
Accumulated deferred income taxes 3,649,399 3,649,399
Accumulated deferred investment tax credits 594,969 594,969
Other 954,241 954,241
------------- ------------- -------------
Total 5,198,609 5,198,609
------------- ------------- -------------
TOTAL $23,144,090 $(8,100) $23,135,990
============= ============= =============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
TWELVE MONTHS ENDED SEPTEMBER 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
------------------------------------------
Before In Present After
Transaction Filing Transaction
------------- ------------- -------------
(In Thousands)
Operating Revenues:
Electric $6,431,323 $6,431,323
Natural gas 135,997 135,997
Steam Products 59,713 59,713
Nonregulated and foreign energy-related businesses 392,627 392,627
------------- ------------- -------------
Total 7,019,660 7,019,660
------------- ------------- -------------
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses
and gas purchased for resale 1,642,273 1,642,273
Purchased power 605,828 605,828
Nuclear refueling outage expenses 52,344 52,344
Other operation and maintenance 1,566,178 8,100 1,574,278
Depreciation, amortization, and decommissioning 763,575 763,575
Taxes other than income taxes 342,870 342,870
Income taxes 372,423 372,423
Rate deferrals (34,842) (34,842)
Amortization of rate deferrals 421,152 421,152
------------- ------------- -------------
Total 5,731,801 8,100 5,739,901
------------- ------------- -------------
Operating Income 1,287,859 (8,100) 1,279,759
------------- ------------- -------------
Other Income (Deductions):
Allowance for equity funds used
during construction 10,329 10,329
Write-off of River Bend rate deferrals (194,498) (194,498)
Miscellaneous - net 74,484 74,484
Income taxes (6,933) (6,933)
------------- ------------- -------------
Total (116,618) (116,618)
------------- ------------- -------------
Interest Charges:
Interest on long-term debt 666,760 666,760
Other interest - net 51,961 51,961
Dividends on preferred securities 1,947 1,947
Allowance for borrowed funds used
during construction (8,685) (8,685)
Preferred dividend requirements 74,359 74,359
------------- ------------- -------------
Total 786,342 786,342
------------- ------------- -------------
Net Income $384,899 $(8,100) $376,799
============= ============= =============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF RETAINED EARNINGS
TWELVE MONTHS ENDED SEPTEMBER 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
-------------------------------------------
Before In Present After
Transaction Filing Transaction
------------- ------------- -------------
(In Thousands)
RETAINED EARNINGS
Retained Earnings - Beginning of period $2,431,020 $2,431,020
Add
Net Income 384,899 (8,100) 376,799
------------- ------------- -------------
Total 2,815,919 (8,100) 2,807,819
------------- ------------- -------------
Deduct:
Dividends declared on common stock 410,394 410,394
Capital stock and other expenses (814) (814)
------------- ------------- -------------
Total 409,580 409,580
------------- ------------- -------------
Retained Earnings - End of period $2,406,339 $(8,100) $2,398,239
============= ============= =============
PAID-IN CAPITAL
Paid-in Capital - Beginning of period $4,201,435 $4,201,435
Add:
Gain/(Loss) on the reacquisition of
preferred stock and others 2,291 2,291
Issuance of stock related to ESIP (3,002) (3,002)
Common stock issuance 36,857 36,857
------------- ------------- -------------
Total 36,146 36,146
------------- ------------- -------------
Deduct:
Capital stock discounts and other expenses - net (2,457) (2,457)
------------- ------------- -------------
Total (2,457) (2,457)
------------- ------------- -------------
Paid-in Capital - End of period $4,240,038 $ - $4,240,038
============= ============= =============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION
PRO FORMA BALANCE SHEET
SEPTEMBER 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
---------------------------------------------
Before In Present After
ASSETS Transaction Filing Transaction
-------------- -------------- --------------
(In Thousands)
Investment in wholly owned subsidiaries $6,711,895 $6,711,895
-------------- -------------- --------------
Current Assets:
Cash and cash equivalents:
Cash 23 23
Temporary cash investments - at cost,
which approximates market 24,783 (8,100) 16,683
-------------- -------------- --------------
Total cash and cash equivalents 24,806 (8,100) 16,706
Notes receivable - associated companies 8,952 8,952
Accounts receivable - associated companies 1,263 1,263
Interest receivable 516 516
Other 19,338 19,338
-------------- -------------- --------------
Total 54,875 (8,100) 46,775
-------------- -------------- --------------
Deferred Debits and Other Assets: 77,176 77,176
-------------- -------------- --------------
TOTAL $6,843,946 $(8,100) $6,835,846
============== ============== ==============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION
PRO FORMA BALANCE SHEET
SEPTEMBER 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
----------------------------------------------
Before In Present After
CAPITALIZATION AND LIABILITIES Transaction Filing Transaction
-------------- -------------- --------------
(In Thousands)
Capitalization:
Common stock, $.01 par value, authorized
500,000,000 shares; issued 231,455,342
shares $2,315 $2,315
Paid-in capital 4,240,038 4,240,038
Retained earnings 2,406,339 (8,100) 2,398,239
Cumulative foreign currency translation 20,670 20,670
Less - treasury stock (1,973,468 shares) 59,627 59,627
-------------- -------------- --------------
Total common shareholders' equity 6,609,735 (8,100) 6,601,635
-------------- -------------- --------------
Current Liabilities:
Notes payable 120,000 120,000
Accounts payable:
Associated companies 1,473 1,473
Other 777 777
Other 12,991 12,991
-------------- -------------- --------------
Total 135,241 135,241
-------------- -------------- --------------
Deferred Credit and Noncurrent Liabilities 98,970 98,970
-------------- -------------- --------------
Total 98,970 98,970
-------------- -------------- --------------
TOTAL $6,843,946 $(8,100) $6,835,846
============== ============== ==============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED SEPTEMBER 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
-----------------------------------------------
Before In Present After
Transaction Filing Transaction
-------------- -------------- --------------
(In Thousands)
Revenues:
Equity in income of subsidiaries $432,914 $432,914
Interest on temporary investments 5,678 5,678
-------------- -------------- --------------
Total 438,592 438,592
-------------- -------------- --------------
Expenses
Administrative and general expenses 56,860 8,100 64,960
Income taxes (13,723) (13,723)
Interest 9,474 9,474
Taxes other than income 1,082 1,082
-------------- -------------- --------------
Total 53,693 8,100 61,793
-------------- -------------- --------------
Net Income $384,899 $(8,100) $376,799
============== ============== ==============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION
PRO FORMA STATEMENT OF RETAINED EARNINGS
TWELVE MONTHS ENDED SEPTEMBER 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
--------------------------------------------
Before In Present After
Transaction Filing Transaction
-------------- -------------- --------------
(In Thousands)
RETAINED EARNINGS
Retained Earnings - Beginning of period $2,431,020 $2,431,020
Add
Net Income 384,899 (8,100) 376,799
-------------- -------------- --------------
Total 2,815,919 (8,100) 2,807,819
-------------- -------------- --------------
Deduct:
Dividends declared on common stock 410,394 410,394
Capital stock and other expenses (814) (814)
-------------- -------------- --------------
Total 409,580 409,580
-------------- -------------- --------------
Retained Earnings - End of period $2,406,339 $(8,100) $2,398,239
============== ============== ==============
PAID-IN CAPITAL
Paid-in Capital - Beginning of period $4,201,435 $4,201,435
Add:
Gain/(Loss) on the reacquisition of
preferred stock and others 2,291 2,291
Issuance of stock related to ESIP (3,002) (3,002)
Common stock issuance 36,857 36,857
-------------- -------------- --------------
Total 36,146 36,146
-------------- -------------- --------------
Deduct:
Capital stock discounts and other expenses - net (2,457) (2,457)
-------------- -------------- --------------
Total (2,457) (2,457)
-------------- -------------- --------------
Paid-in Capital - End of period $4,240,038 $ - $4,240,038
============== ============== ==============
</TABLE>
<PAGE>
ENTERGY CORPORATION
JOURNAL ENTRIES
(In Thousands)
Entry No. 1
Treasury Stock $54,000,000
Cash $54,000,000
To record the purchase of 2,000,000 shares of Treasury
Stock for $27.00 per share.
Entry No. 2
Cash $45,900,000
Compensation Expense $8,100,000
Treasury Stock $54,000,000
To record the sale of 2,000,000 shares of Treasury
Stock at 85% of the closing price of Entergy Common Stock on
September 30, 1996 and to record the 15% discount on such
sales as Compensation Expense.
