File No. 70-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form U-l
___________________________________
APPLICATION-DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
___________________________________
Entergy Corporation
639 Loyola Avenue
New Orleans, LA 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)
___________________________________
Edwin Lupberger William J. Regan, Jr.
Chairman of the Board, President Vice President and Treasurer
and Chief Executive Officer Entergy Corporation
Entergy Corporation 639 Loyola Avenue
639 Loyola Avenue New Orleans, LA 70113
New Orleans, LA 70113
(Names and addresses of agents for service)
___________________________________
The Commission is also requested to send copies of any
communications in connection with this matter to:
Laurence M. Hamric, Esq.
Ann G. Roy, Esq.
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, LA 70113
<PAGE>
Item 1. Description of the Proposed Transactions.
1.1 Entergy Corporation (the "Company"), a registered
holding company under the Public Utility Holding Company
Act of 1935, as amended (the "Act"), whose principal
business address is 639 Loyola Avenue, New Orleans,
Louisiana 70113, proposes to issue and sell up to
10,000,000 additional shares of its authorized but
unissued common stock, par value $0.01 per share (the
"Common Stock") through March 30, 2001 pursuant to the new
Entergy Corporation Dividend Reinvestment and Stock
Purchase Plan (the "Plan"). The Company also will have
the option to direct the Administrator of the Plan to
purchase shares from third parties to fulfill the
requirements of the Plan.
1.2 Participants. All of the Company's shareholders and
any other interested investors may purchase shares of
Common Stock and/or invest all or a portion of their cash
dividends in shares of Common Stock pursuant to the Plan
(each a "Participant"). Registered holders of shares of
Common Stock may participate in the Plan directly, and
beneficial owners may participate by either having their
shares transferred into their own names or directing their
broker, bank or nominee to participate on their behalf.
An interested investor that is not already a shareholder
may become a Participant by making an initial cash
investment of not less than $1,000 nor more than $3,000,
unless granted a waiver of the $3,000 maximum by the
Company as described below. Potential Participants that
reside in jurisdictions in which their participation would
be unlawful will not be eligible to participate in the
Plan.
1.3 Dividend Reinvestment. Participants in the Plan may
elect to have all or a portion of their dividends
reinvested in shares, including fractional shares, of
Common Stock. Those Participants that elect to have only
a portion of their cash dividends reinvested under the
Plan will continue to receive cash dividends on those
shares not participating in the Plan.
1.4 Optional Cash Investments. A Participant may make an
optional cash investment in shares of Common Stock subject
to a minimum of $100 and a maximum of $3,000 per month,
and an interested investor that has not yet become a
Participant may make an initial optional cash investment
of a minimum of $1,000 and a maximum of $3,000. In both
instances, the $3,000 limit may be waived by the Company
pursuant to a written request (a "Request for Waiver").
Optional cash investments may be made by Participants once
each month.
1.5 Purchase Price. Under the Plan, the purchase price
of the newly issued shares will be the weighted average of
the daily high and low sales prices of the Common Stock on
the New York Stock Exchange ("NYSE") during the pricing
period, which consists of the twelve trading days
immediately preceding the investment date; and the
purchase price for shares purchased on the open market will be
the weighted average price paid by the Plan including
brokerage fees and commissions computed up to seven
decimal places, if necessary. The investment date for any
month in which a dividend will be paid will be the
dividend payment date; and, for any other month, the
investment date will be the first calendar day of such
month provided, however, that if either the dividend
payment date or the first calendar day of the month falls
on a day when the NYSE is closed, the investment date will
be the next following day that the NYSE is open. The Plan
must receive funds for optional cash investments no later
than the last business day immediately preceding the first
day of the pricing period for the next following
investment date. Funds received after the last business
day immediately preceding the first day of the pricing
period and before the next succeeding investment date will
be returned to the Participants without interest. All
shares of Common Stock purchased pursuant to the Plan from
third parties will be purchased as soon as practicable on
or after the applicable investment date, and shares
purchased from the Company will be purchased on the
investment date. The shares of Common Stock purchased on
behalf of the Participants to fulfill the requirements of
the Plan will be in the Company's discretion, either
previously issued shares purchased on the open market or
in privately negotiated transactions or newly issued
shares purchased directly from the Company. The decision
whether to allow the Plan to purchase new but unissued
shares or shares on the open market may be made by the
Company only once in any three month period.
1.6 Request for Waiver. An optional cash investment in
excess of the $3,000 per month maximum may be made only
pursuant to a Request for Waiver accepted by the Company.
The Company has sole discretion as to whether to grant any
Request for Waiver. In deciding whether to grant a
Request for Waiver, the Company may consider relevant
factors including, but not limited to, whether the Plan
has been acquiring newly issued shares from the Company or
acquiring shares in the open market or in privately
negotiated transactions from third parties, the Company's
need for additional capital, the attractiveness of
obtaining such additional capital through a sale of Common
Stock as compared to the sources of other funds, the
purchase price likely to apply to a sale of the Common
Stock, the Participants submitting the requests, the
extent and nature of such Participants' prior
participation in the Plan, the number of shares of Common
Stock held of record by such Participants and the amount
of their proposed investments, and the aggregate amount of
optional cash investments in excess of the allowable
maximum that have been submitted by all Participants. If
Requests for Waiver are submitted at any time for an
aggregate investment amount in excess of the amount, if
any, that the Company is then willing to accept, the
Company may grant such Requests for Waiver in the order of
receipt, pro rata or by any other method the Company
determines is appropriate.
1.7 Threshold Price. The Company may also establish, for
each monthly pricing period under the Plan, a minimum
price (the "Threshold Price") applicable to the purchase
of shares directly from the Company pursuant to a Request
for Waiver. If established for any pricing period, the
Threshold Price will be the minimum dollar amount that the
average of the high and low sales prices of the Common
Stock on the NYSE for each trading day of the relevant
pricing period must equal or exceed. In the event the
Threshold Price is not satisfied or no trades are made on
the NYSE for any trading day in the pricing period, then
that trading day and all trading prices for that day will
be excluded in the determination of the purchase price.
Additionally, for each trading day of the pricing period
excluded from the pricing period, one-twelfth of the total
amount of the optional cash investment of each Participant
made pursuant to a Request for Waiver will be returned to
that Participant without interest.
1.8 Waiver Discount. For those purchases of Common Stock
made pursuant to a Request for Waiver, the Company, at
least three business days prior to the first day of the
applicable pricing period, may also establish a discount
from the purchase price applicable to those optional cash
investments (the "Waiver Discount"). The Waiver Discount
may be between 0% and 3% and may vary each month, but once
established will apply uniformly to all optional cash
investments made for that month pursuant to a Request for
Waiver. The Waiver Discount will be established at the
Company's total discretion after a review of current
market conditions, the level of participation in the Plan
and current and projected capital needs. The Company has
no present plans to establish either a discount or minimum
price for optional cash investments of $3,000 or less or
for dividend reinvestments, but reserves the right under
the Plan to do so in the future.
1.9 Administration. The Plan will be administered by
Mellon Bank, N.A., or such successor administrator as the
Company may designate (the "Administrator"). The
Administrator will act as the agent for the Participants,
review records of the accounts of the Participants, send
regular account statements to the Participants and perform
all other administrative duties relating to the Plan.
Shares purchased for each Participant under the Plan will
be held by, and registered in the name of, the
Administrator or its nominee on behalf of each Participant
unless the Participant requests that stock certificates be
issued. Participants may also deposit certificates to be
held by the Administrator for safekeeping for all shares
of Common Stock designated for participation in the Plan.
Upon written request of a Participant or upon withdrawal
from the Plan or termination of the Plan, the
Administrator will have certificates issued and delivered
to the Participant for all shares credited to the
Participant's account. In no event, however, will
certificates be issued for fractional shares. A
Participant will retain all voting rights relative to the
shares of Common Stock held by the Administrator and such
shares will be voted in accordance with the Participant's
instructions. Participants may withdraw from the Plan at
any time upon written notice.
1.10 Use of Proceeds. The Plan will have the effect of
raising additional capital through the direct sale of
Common Stock. Proceeds from the issuance of shares under
the Plan will be used for general corporate purposes, and,
subject to any requisite Commission approval, such
purposes may include, but are not limited to, investments
in subsidiaries, repayment of debt and payment of
dividends and interest.
1.11 The Plan is set forth in its entirety in the
prospectus included as part of Exhibit
C-1 hereto to which reference is hereby made. The Company
reserves the right (subject to any requisite Commission
approval) to suspend, modify or terminate the Plan at any
time.
Item 2. Fees, Commissions and Expenses.
Participants will pay their pro rata share of any
brokerage fees or commissions on purchases of shares of
Common Stock for their accounts in the open market or in
privately negotiated transactions, which sums will be
first deducted before determining the number of shares to
be purchased. Participants will not incur brokerage
commissions or service charges in connection with the
reinvestment of dividends, or the purchase of Common
Stock directly from the Company. Participants will pay
their pro rata share of any brokerage fees or commissions
on shares of Common Stock sold for their account under the
Plan (unless such shares are purchased by the Plan), which
will be deducted from the proceeds of such sales. The
Administrator also will charge certain administrative fees
for other services or transactions, which will be paid by
Participants.
Additionally, expenses related to the Common Stock
are not expected to exceed the following:
Filing Fees--
Securities and Exchange Commission
U-1 $ 2,000
*S-3 95,000
Listing Fee--
New York Stock Exchange 8,300
Chicago Stock Exchange 250
Pacific Stock Exchange 0
*Legal Fees 15,000
*Accounting Fees 18,000
*Printing 60,000
*Miscellaneous 225,000
TOTAL $423,550
* Estimated
Item 3. Applicable Statutory Provisions.
The Company considers that the proposed issuance and
sale of the Common Stock pursuant to the Plan is subject
to the provisions of Section 6(a), 7 and 12(b) and (c) of
the Act and Rules 23, 24 and 45 thereunder.
Item 4. Regulatory Approval
No state regulatory body or agency and no federal
commission or agency other than this Commission has
jurisdiction over the transactions proposed herein.
Item 5. Procedure.
The Company requests that the Commission's notice of
proposed transactions published pursuant to Rule 23(e) be
issued by April 17, 1996, or as soon thereafter as
practicable.
The Company further requests that the Commission's
order permitting the Application-Declaration to become
effective by May 20, 1996 with respect to the transactions
described herein, so that the Company will be in a
position to issue Common Stock to Participants commencing
as soon thereafter as practicable.
The Company hereby waives a recommended decision by a
hearing officer or any other responsible officer of the
Commission and hereby consents that the Division of
Investment Management may assist in the preparation of the
Commission's decisions and/or order in this matter.
Item 6. Exhibits and Financial Statements.
(a) Exhibits:
*A-1 Certificate of Incorporation of Entergy
Corporation dated December 31, 1993
(Exhibit A-1(a) to Rule 24 Certificate
in 70-8959).
*A-2 Bylaws of the Company effective August
25, 1992 and as presently in effect
(Exhibit A-2(a) to Rule 24 Certificate
in 70-8959).
**B-1 The Entergy Corporation Dividend
Reinvestment and Stock Purchase Plan
(contained in Registration Statement
No. 333-_________ filed as Exhibit C-1
hereto).
**C-1 Registration Statement No. 333-_________
relating to the Entergy Corporation
Dividend Reinvestment and Stock
Purchase Plan.
**F-1 Opinion of Laurence M. Hamric, Esq.,
General Attorney, Corporate &
Securities, Entergy Services, Inc.
H-1 Suggested form of Notice of Proposed
Transaction in the Federal Register.
* Incorporated by reference.
** To be filed by amendment.
Section B. Financial Statements
Financial Statements of Entergy Corporation and
subsidiaries, consolidated, as of December 31, 1995
(reference is made to Exhibit G hereto).
Financial Statements of Entergy Corporation as of
December 31, 1995 (reference is made to Exhibit G hereto).
Notes to Financial Statements of Entergy Corporation
and subsidiaries included in the Annual Report on Form 10-
K for the fiscal year ended December 31, 1995 (filed in
File No. 1-11299 incorporated by reference).
Except as reflected in the Financial Statements, no
material changes not in the ordinary course of business
have taken place since December 31, 1995.
Reference is made to Exhibit G hereto for a statement
of the proposed accounting treatment of the transactions
herein contemplated.
Item 7. Information as to Environmental Effects
(a) As more fully described in Item 1, the proposed
transactions subject to the jurisdiction of the Commission
relate only to the Plan and do not involve a major federal
action having a significant impact on the human
environment.
(b) Not applicable.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly
caused this Application/Declaration to be signed on its
behalf by the undersigned thereunto duly authorized.
ENTERGY CORPORATION
By: /s/Louis E. Buck, Jr.
Louis E. Buck, Jr.
Vice President and Chief
Accounting Officer
Dated: April 10, 1996
Exhibit H-1
Form of Notice of Proposed Transactions
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- )
Filings Under the Public Utility Holding Company Act of 1935 ("Act")
_____________, 1996
Notice is hereby given that the following filings(s)
has/have been made with the Commission pursuant to provisions of
the Act and rules promulgated thereunder. All interested persons
are referred to the application(s) and/or declarations(s) for
complete statements of the proposed transactions(s) summarized
below. The application(s) and/or declaration(s) and any
amendments thereto is/are available for public inspection through
the Commission's Office of Public Reference.
Interested persons wishing to comment or request a
hearing on the application(s) and/or declarations(s) should
submit their views in writing by April___, 1996 to the Secretary,
Securities and Exchange Commission, Washington, D.C. 20549, and
serve a copy on the relevant applicant(s) and/or declarant(s) at
the address(es) specified below. Proof of service (by affidavit
or, in case of an attorney at law, by certificate) should be
filed with the request. Any request for 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
the matter. After said date, the application(s) and/or
declaration(s), as filed or as amended, may be granted and/or
permitted to become effective.
NOTICE OF PROPOSAL TO ISSUE AND SELL UP TO $10 MILLION
ADDITIONAL SHARES OF ENTERGY CORPORATION AUTHORIZED BUT UNISSUED
COMMON STOCK, PAR VALUE $.01 PER SHARE PURSUANT TO ITS DIVIDEND
REINVESTMENT AND STOCK PURCHASE PLAN.
Entergy Corporation (70- )
Entergy Corporation ("Entergy" or "the Company"), a
registered holding company, having its principal offices located
at 639 Loyola Avenue, New Orleans, Louisiana 70113, has filed an
application/declaration pursuant to Sections 6, 7 and 12(b) and
(c) of the Act and Rules 23, 24 and 45 thereunder. Entergy
proposes to issue and sell up to 10,000,000 additional shares of
its authorized but unissued common stock, par value $.01 per
share (the "Common Stock") as authorized by the Commission,
pursuant to a new Dividend Reinvestment and Stock Purchase Plan
(the " Plan").
The Common Stock will be offered to all holders of
shares of Common Stock and other interested investors (each a
"Participant") pursuant to the Plan whereby Participants
voluntarily may elect to (1) have dividends on all of their
shares of Common Stock automatically reinvested, or (2) have
dividends on less than all of their shares automatically
reinvested and continue to receive cash dividends on their
remaining shares and/or (3) invest in additional shares of Common
Stock by making optional cash investments of not less than $100
nor more than $3,000 per month (except as described below).
Interested investors that are not shareholders may make optional
cash investments in Common Stock, but will be subject to an
initial minimum investment of $1,000 and, subject to certain
exceptions, a maximum of $3,000 for that month. Additionally,
optional cash investments in excess of $3,000 per month may be
made pursuant to a waiver granted at the discretion of the
Company, and may be subject to a discount and/or minimum price if
such shares will be purchased from the Company pursuant to the
Plan. In any month, a minimum price and discount may be
established at the discretion of the Company at least three
business days before the first day of the applicable pricing
period. If established, the minimum price and discount will
apply to all optional cash investments of more than $3,000 in
that month. Although the Company has no present plans to do so,
in the future the Company may grant a discount and/or establish a
minimum price for those optional cash investments of less than
$3,000 or for dividend reinvestments.
Shares of Common Stock purchased on behalf of
Participants will be previously issued shares purchased either on
the open market or through privately negotiated transactions, or
a combination thereof, or newly issued shares purchased directly
from Entergy. The price to Participants for shares purchased on
the open market or from third parties will be the weighted
average price paid for the shares, including brokerage fees and
commissions. The price of shares purchased directly from Entergy
will be equal to the average of the high and low sale prices for
the Common Stock, as reported on the New York Stock Exchange
("NYSE") for the twelve days immediately preceding the applicable
investment date and may be subject to discount and/or a minimum
price. If no trades of Common Stock occur on a day during that
twelve day period, that day will be excluded from the pricing
period as well as any day in which the minimum price is not met.
The Plan will be administered by Mellon Bank, N.A. or
such successor administrator as Entergy may designate (the
"Administrator"). The Administrator will act as agent for
Participants, keep records of the accounts of Participants, send
regular account statements to Participants, and perform other
duties relating to the Plan. Shares purchased for each
Participant under the Plan will be held by and registered in the
name of the Administrator or its nominee on behalf of the
Participants, unless and until a Participant requests that stock
certificates be issued.
No service fee will be paid by Participants for shares
purchased directly from the Company, but Participants will pay
certain administrative fees and/or commissions on all other
transactions made pursuant to the Plan.
A Participant retains all voting rights relating to
shares purchased under the Plan and credited to his account, and
such shares will be voted in accordance with his instructions. A
Participant may withdraw from the Plan at any time upon written
notice. In addition, without withdrawing from the Plan, a
Participant is entitled to demand and receive a certificate
representing any number of whole shares of Common Stock credited
to his account. Entergy reserves the right to suspend, modify
(subject to any requisite Commission approval) or terminate the
Plan at any time.
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1995
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
----------------------------------------
Before In Present After
ASSETS Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
NOTE A.
Utility Plant:
Electric $21,698,593 $21,698,593
Plant acquisition adjustment - GSU 471,690 471,690
Electric plant under leases 675,425 675,425
Property under capital leases - electric 145,146 145,146
Natural gas 166,872 166,872
Steam products 77,551 77,551
Construction work in progress 482,950 482,950
Nuclear fuel under capital leases 312,782 312,782
Nuclear fuel 49,100 49,100
------------ ------------ ------------
Total 24,080,109 24,080,109
Less - accumulated depreciation
and amortization 8,259,318 8,259,318
------------ ------------ ------------
Utility plant - net 15,820,791 15,820,791
------------ ------------ ------------
Other Property and Investments:
Decommissioning trust funds 277,716 277,716
Other 434,619 434,619
------------ ------------ ------------
Total 712,335 712,335
------------ ------------ ------------
Current Assets:
Cash and cash equivalents:
Cash 42,822 42,822
Temporary cash investments - at cost,
which approximates market 490,768 490,768
------------ ------------ ------------
Total cash and cash equivalents 533,590 533,590
Special deposits 10,884 10,884
Notes receivable 6,907 6,907
Accounts receivable:
Customer (less allowance for
doubtful accounts of $7.1 million) 333,343 333,343
Other 59,176 59,176
Accrued unbilled revenues 293,461 293,461
Deferrred fuel 25,924 25,924
Fuel inventory 122,167 122,167
Materials and supplies - at average cost 345,330 345,330
Rate deferrals 420,221 420,221
Prepayments and other 164,237 164,237
------------ ------------ ------------
Total 2,315,240 2,315,240
------------ ------------ ------------
Deferred Debits and Other Assets:
Regulatory Assets:
Rate deferrals 1,033,282 1,033,282
SFAS 109 regulatory asset - net 1,279,495 1,279,495
Unamortized loss on reacquired debt 224,131 224,131
Other regulatory assets 329,397 329,397
Long-term receivables 224,726 224,726
Other 326,533 326,533
------------ ------------ ------------
Total 3,417,564 3,417,564
------------ ------------ ------------
TOTAL $22,265,930 $22,265,930
============ ============ ============
</TABLE>
Note A: The effect of the sale of 10 million shares of Entergy Corporation
Common Stock ( assumed Market price $30 per share) through the Dividend
Reinvestment Plan, and the use of such proceeds for investments in
subsidiaries, repayment of debt, payment of dividends or other general
corporate purposes cannot be determined at this time.
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1995
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
----------------------------------------
Before In Present After
CAPITALIZATION AND LIABILITIES Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
NOTE A.
Capitalization:
Common stock, $.01par value, authorized
500,000,000 shares; issued 230,017,485
shares $2,300 $2,300
Paid-in capital 4,201,483 4,201,483
Retained earnings 2,335,579 2,335,579
Less - treasury stock (2,251,318 shares in 1995) 67,642 67,642
------------ ------------ ------------
Total common shareholders' equity 6,471,720 6,471,720
Subsidiary's preference stock 150,000 150,000
Subsidiaries' preferred stock:
Without sinking fund 550,955 550,955
With sinking fund 253,460 253,460
Long-term debt 6,777,124 6,777,124
------------ ------------ ------------
Total 14,203,259 14,203,259
------------ ------------ ------------
Other Noncurrent Liabilities:
Obligations under capital leases 303,664 303,664
Other 317,949 317,949
------------ ------------ ------------
Total 621,613 621,613
------------ ------------ ------------
Current Liabilities:
Currently maturing long-term debt 558,650 558,650
Notes payable 45,667 45,667
Accounts payable 460,379 460,379
Customer deposits 140,054 140,054
Taxes accrued 207,828 207,828
Accumulated deferred income taxes 72,847 72,847
Interest accrued 195,445 195,445
Dividends declared 12,194 12,194
Nuclear refueling reserve 22,627 22,627
Obligations under capital leases 151,140 151,140
Reserve for rate refund 8,855 8,855
Other 224,412 224,412
------------ ------------ ------------
Total 2,100,098 2,100,098
------------ ------------ ------------
Deferred Credits:
Accumulated deferred income taxes 3,777,644 3,777,644
Accumulated deferred investment
tax credits 612,701 612,701
Other 950,615 950,615
------------ ------------ ------------
Total 5,340,960 5,340,960
------------ ------------ ------------
TOTAL $22,265,930 $22,265,930
============ ============ ============
</TABLE>
Note A: The effect of the sale of 10 million shares of Entergy Corporation
Common Stock ( assumed Market price $30 per share) through the Dividend
Reinvestment Plan, and the use of such proceeds for investments in
subsidiaries, repayment of debt, payment of dividends or other general
corporate purposes cannot be determined at this time.
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORTAION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
TWELVE MONTHS ENDED DECEMBER 31, 1995
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
----------------------------------------
Before In Present After
Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
NOTE A.
Operating Revenues:
Electric $6,121,141 $6,121,141
Natural gas 103,992 103,992
Steam Products 49,295 49,295
------------ ------------ ------------
Total 6,274,428 6,274,428
------------ ------------ ------------
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses
and gas purchased for resale 1,395,889 1,395,889
Purchased power 356,596 356,596
Nuclear refueling outage expenses 84,972 84,972
Other operation and maintenance 1,468,851 1,468,851
Depreciation, amortization and decommissioning 690,841 690,841
Taxes other than income taxes 299,926 299,926
Income taxes 349,528 349,528
Amortization of rate deferrals 408,087 408,087
------------ ------------ ------------
Total 5,054,690 5,054,690
------------ ------------ ------------
Operating Income 1,219,738 1,219,738
------------ ------------ ------------
Other Income (Deductions):
Allowance for equity funds used
during construction 9,629 9,629
Miscellaneous - net (20,947) (20,947)
Income taxes 13,346 13,346
------------ ------------ ------------
Total 2,028 2,028
------------ ------------ ------------
Interest Charges:
Interest on long-term debt 633,851 633,851
Other interest - net 33,749 33,749
Allowance for borrowed funds used
during construction (8,368) (8,368)
Preferred dividend requirements 77,969 77,969
------------ ------------ ------------
Total 737,201 737,201
------------ ------------ ------------
Income before the Cumulative Effect
of Accounting Changes 484,565 484,565
Cumulative Effect of Accounting Changes
(net of income taxes) 35,415 35,415
------------ ------------ ------------
Net Income $519,980 $519,980
============ ============ ============
</TABLE>
Note A: The effect of the sale of 10 million shares of Entergy Corporation
Common Stock ( assumed Market price $30 per share) through the Dividend
Reinvestment Plan, and the use of such proceeds for investments in
subsidiaries, repayment of debt, payment of dividends or other general
corporate purposes cannot be determined at this time.
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF RETAINED EARNINGS
TWELVE MONTHS ENDED DECEMBER 31, 1995
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
----------------------------------------
Before In Present After
Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
NOTE A.
Retained Earnings - January 1, 1995 $2,223,739 $2,223,739
Add
Net Income 519,980 519,980
------------ ------------ ------------
Total 2,743,719 2,743,719
------------ ------------ ------------
Deduct:
Dividends declared on common stock 409,801 409,801
Capital stock and other expenses (1,661) (1,661)
------------ ------------ ------------
Total 408,140 408,140
------------ ------------ ------------
Retained Earnings - December 31, 1995 $2,335,579 $2,335,579
============ ============ ============
</TABLE>
Note A: The effect of the sale of 10 million shares of Entergy Corporation
Common Stock ( assumed Market price $30 per share) through the Dividend
Reinvestment Plan, and the use of such proceeds for investments in
subsidiaries, repayment of debt, payment of dividends or other general
corporate purposes cannot be determined at this time.
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION
PRO FORMA BALANCE SHEET
DECEMBER 31, 1995
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
----------------------------------------
Before In Present After
ASSETS Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
NOTE A.
Investment in Wholly-owned Subsidiaries $6,354,267 $6,354,267
------------ ------------ ------------
Current Assets:
Cash and cash equivalents:
Cash 25 25
Temporary cash investments - at cost,
which approximates market
Associated companies 29,180 29,180
Other 99,939 99,939
------------ ------------ ------------
Total cash and cash equivalents 129,144 129,144
Accounts receivable:
Associated companies 8,697 8,697
Other 356 356
Interest receivable 497 497
Other 9,511 9,511
------------ ------------ ------------
Total 148,205 148,205
------------ ------------ ------------
Deferred Debits 47,381 47,381
------------ ------------ ------------
TOTAL $6,549,853 $6,549,853
============ ============ ============
</TABLE>
Note A: The effect of the sale of 10 million shares of Entergy Corporation
Common Stock ( assumed Market price $30 per share) through the Dividend
Reinvestment Plan, and the use of such proceeds for investments in
subsidiaries, repayment of debt, payment of dividends or other general
corporate purposes cannot be determined at this time.
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION
PRO FORMA BALANCE SHEET
DECEMBER 31, 1995
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
----------------------------------------
Before In Present After
CAPITALIZATION AND LIABILITIES Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
NOTE A.
Capitalization:
Common stock, $.01par value, authorized
500,000,000 shares; issued 230,017,485
shares $2,300 $2,300
Paid-in capital 4,201,483 4,201,483
Retained earnings 2,335,579 2,335,579
Less - treasury stock (2,251,318 shares in 1995) 67,642 67,642
------------ ------------ ------------
Total common shareholders' equity 6,471,720 6,471,720
Current Liabilities:
Accounts payable:
Associated companies 762 762
Other 1,142 1,142
Other current liabilities 5,930 5,930
------------ ------------ ------------
Total 7,834 7,834
------------ ------------ ------------
Deferred Credits and Noncurrent Liabilities 70,299 70,299
------------ ------------ ------------
TOTAL $6,549,853 $6,549,853
============ ============ ============
</TABLE>
Note A: The effect of the sale of 10 million shares of Entergy Corporation
Common Stock ( assumed Market price $30 per share) through the Dividend
Reinvestment Plan, and the use of such proceeds for investments in
subsidiaries, repayment of debt, payment of dividends or other general
corporate purposes cannot be determined at this time.
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORTAION
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED DECEMBER 31, 1995
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
----------------------------------------
Before In Present After
Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
NOTE A.
Income:
Equity in income of subsidiaries $549,144 $549,144
Interest on temporary investments 20,641 20,641
------------ ------------ ------------
Total 569,785 569,785
------------ ------------ ------------
Expenses and Other Deductions:
Administrative and general expenses 53,872 53,872
Income taxes (credit) (5,383) (5,383)
Taxes other than income taxes (credit) 1,102 1,102
Interest (credit) 214 214
------------ ------------ ------------
Total 49,805 49,805
------------ ------------ ------------
Net Income $519,980 $519,980
============ ============ ============
</TABLE>
Note A: The effect of the sale of 10 million shares of Entergy Corporation
Common Stock ( assumed Market price $30 per share) through the Dividend
Reinvestment Plan, and the use of such proceeds for investments in
subsidiaries, repayment of debt, payment of dividends or other general
corporate purposes cannot be determined at this time.
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION
PRO FORMA STATEMENT OF RETAINED EARNINGS
TWELVE MONTHS ENDED DECEMBER 31, 1995
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
----------------------------------------
Before In Present After
Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
NOTE A.
Retained Earnings - January 1, 1995 $2,223,739 $2,223,739
Add
Net Income 519,980 519,980
------------ ------------ ------------
Total 2,743,719 2,743,719
------------ ------------ ------------
Deduct:
Dividends declared on common stock 409,801 409,801
Capital stock and other expenses (1,661) (1,661)
------------ ------------ ------------
Total 408,140 408,140
------------ ------------ ------------
Retained Earnings - December 31, 1995 $2,335,579 $2,335,579
============ ============ ============
</TABLE>
Note A: The effect of the sale of 10 million shares of Entergy Corporation
Common Stock ( assumed Market price $30 per share) through the Dividend
Reinvestment Plan, and the use of such proceeds for investments in
subsidiaries, repayment of debt, payment of dividends or other general
corporate purposes cannot be determined at this time.
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 017
<NAME> ENTERGY CORPORATION & SUBSIDIARIES (CONSOLIDATED)
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1995
<PERIOD-END> DEC-31-1995 DEC-31-1995
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 15,820,791 15,820,791
<OTHER-PROPERTY-AND-INVEST> 712,335 712,335
<TOTAL-CURRENT-ASSETS> 2,315,240 2,315,240
<TOTAL-DEFERRED-CHARGES> 3,417,564 3,417,564
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 22,265,930 22,265,930
<COMMON> 2,300 2,300
<CAPITAL-SURPLUS-PAID-IN> 4,201,483 4,201,483
<RETAINED-EARNINGS> 2,335,579 2,335,579
<TOTAL-COMMON-STOCKHOLDERS-EQ> 6,471,720 6,471,720
253,460 253,460
550,955 550,955
<LONG-TERM-DEBT-NET> 6,777,124 6,777,124
<SHORT-TERM-NOTES> 45,667 45,667
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 558,650 558,650
0 0
<CAPITAL-LEASE-OBLIGATIONS> 303,664 303,664
<LEASES-CURRENT> 151,140 151,140
<OTHER-ITEMS-CAPITAL-AND-LIAB> 7,153,550 7,153,550
<TOT-CAPITALIZATION-AND-LIAB> 22,265,930 22,265,930
<GROSS-OPERATING-REVENUE> 6,274,428 6,274,428
<INCOME-TAX-EXPENSE> 349,528 349,528
<OTHER-OPERATING-EXPENSES> 4,705,162 4,705,162
<TOTAL-OPERATING-EXPENSES> 5,054,690 5,054,690
<OPERATING-INCOME-LOSS> 1,219,738 1,219,738
<OTHER-INCOME-NET> 37,443 37,443
<INCOME-BEFORE-INTEREST-EXPEN> 1,257,181 1,257,181
<TOTAL-INTEREST-EXPENSE> 737,201 737,201
<NET-INCOME> 519,980 519,980
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 519,980 519,980
<COMMON-STOCK-DIVIDENDS> 408,140 408,140
<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
<SUBSIDIARY>
<NUMBER> 016
<NAME> ENTERGY CORPORATION
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1995
<PERIOD-END> DEC-31-1995 DEC-31-1995
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 0 0
<OTHER-PROPERTY-AND-INVEST> 6,354,267 6,354,267
<TOTAL-CURRENT-ASSETS> 148,205 148,205
<TOTAL-DEFERRED-CHARGES> 47,381 47,381
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 6,549,853 6,549,853
<COMMON> 2,300 2,300
<CAPITAL-SURPLUS-PAID-IN> 4,201,483 4,201,483
<RETAINED-EARNINGS> 2,335,579 2,335,579
<TOTAL-COMMON-STOCKHOLDERS-EQ> 6,471,720 6,471,720
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> 78,063 78,063
<TOT-CAPITALIZATION-AND-LIAB> 6,549,853 6,549,853
<GROSS-OPERATING-REVENUE> 569,785 569,785
<INCOME-TAX-EXPENSE> 0 0
<OTHER-OPERATING-EXPENSES> 49,591 49,591
<TOTAL-OPERATING-EXPENSES> 49,591 49,591
<OPERATING-INCOME-LOSS> 520,194 520,194
<OTHER-INCOME-NET> 0 0
<INCOME-BEFORE-INTEREST-EXPEN> 520,194 520,194
<TOTAL-INTEREST-EXPENSE> 214 214
<NET-INCOME> 519,980 519,980
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 519,980 519,980
<COMMON-STOCK-DIVIDENDS> 408,140 408,140
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
