UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
* * * * * * * * * * * * * * * * *
In the Matter of *
*
ENTERGY CORPORATION * CERTIFICATE
ENTERGY ENTERPRISES, INC. * PURSUANT TO RULE 24
*
File No. 70-7851 *
File No. 70-8002 *
File No. 70-8010 *
File No. 70-8105 *
*
(Public Utility Holding Company *
Act of 1935) *
* * * * * * * * * * * * * * * * *
Pursuant to Rule 24 promulgated by the Securities and
Exchange Commission (SEC) under the Public Utility Holding
Company Act of 1935, as amended (Act), modified by the
application(s) - declaration(s), as amended, in the above
referenced files and the related orders dated July 25, 1991,
December 14, 1992(2), December 28, 1992, July 8, 1993, and June
30, 1995, respectively, this is to certify that the following
transactions were carried out during the three (3) months ended
June 30, 1996 by Entergy Enterprises, Inc. (formerly Electec,
Inc.) pursuant to the authorization of the SEC.
Programs Authorized
Pursuant to the Orders, Entergy Enterprises, Inc.
(Enterprises) is authorized to (a) conduct preliminary
development activities with respect to various investment
opportunities for the Entergy System, (b) market to non-
associates the System's expertise and capabilities in energy-
related areas, including the expertise of Entergy Power, Inc.
(EPI) gained from its bulk power business, (c) market to non-
associates intellectual property developed by System companies,
(d) provide various consulting, management, administrative and
support services to associate companies, excluding certain
associate companies (Excluded Companies<FN1>), (e) provide directly,
or indirectly through one or more special purpose subsidiary
companies of Entergy Corporation or Enterprises, various
operations and maintenance services to non-associate or associate
companies (other than Excluded Companies), and (f) develop and
field test a proposed telecommunications system for advanced
energy management and other utility applications.
During the quarter, Enterprises participated in the
following:
I. Preliminary Development Activities
During the quarter, Enterprises has been engaged in
preliminary development activities relating to investigating
sites, research, contract drafting and negotiations, acquiring
options or rights, partnership selection and other activities
necessary to identify and analyze investment opportunities for
Entergy. These development activities include domestic and
international opportunities.
During the quarter, Enterprises expended $3,505,165 for
preliminary development activities associated with potential
investments that would qualify as "exempt wholesale generators"
(EWG's) under Section 32(a) of the Act. In addition, Enterprises
expended $1,226,032 for preliminary development activities
associated with potential investments that would qualify as
"foreign utility companies" under Section 33 of the Act.
Enterprises also expended $518,148 for preliminary development
activities associated with potential investments that would
qualify as "nonutility business." Finally, Enterprises expended
$137,989 and $251,944 for preliminary development activities
associated with demand side management activities and non-exempt
domestic wholesale generating and transmission facilities,
respectively.
II. Management Services Provided to Associate Companies
Enterprises provided certain management and support services
to its associate companies, EPI, Entergy S.A., Entergy Argentina
S.A.,Entergy Argentina S.A. Ltd., Entergy Integrated Solutions,
Inc. (EIS) (formally Entergy Systems and Service, Inc.), Entergy
Power Development Corporation, Entergy Power Development
International Corporation, Entergy Pakistan, Ltd., Entergy Power
Edegel, Inc., Entergy Power Holding I, Ltd. and Entergy Richmond
Power Corporation. Enterprises charged these companies for costs
incurred plus an indirect loading based upon current month
Enterprises administrative charges. In regard to EPI
($330,082.04), these services included marketing of EPI capacity
and energy to other utilities at wholesale, preparation of
contracts and regulatory filings, oversight of plant operations
and maintenance by plant operators, and procurement of
transmission services. In regard to EIS ($79,776.76), Entergy
Power Development Corp. ($4,806,764.26), Entergy Power
Development International Corp. ($1,203,527.99), Entergy Pakistan
Ltd. ($29,387.97), Entergy Power Edegel, Inc. ($1,102,198.44),
Entergy Power Holding I, Ltd. ($4,106.67) and Entergy Richmond
Power Corp. ($29,980.20), these services were related to
management oversight and project development.
III. Consulting Activities with Non-Associate Companies
Enterprises, under contract with Louisiana Hydroelectric
Ltd. Partnership, continues to provide an array of technical
services/support for a hydro electric transmission line project.
Certain Entergy Services, Inc. personnel are providing the
services. The Louisiana Hydroelectric Ltd. Partnership was
charged $14,183 for services rendered during this quarter.
IV. First Pacific Networks, Inc. Transactions
A. Description of Progress in Development and Field
Testing of CCLM/AFS
As previously reported, Enterprises concluded its CCLM
testing program and does not intend to resume testing of
CCLM dedicated systems in the foreseeable future. However,
consistent with Enterprises' authorization to engage in
preliminary development activities, Enterprises continues
to investigate other utility and energy related applications
of communications technologies, including automated meter
reading, power outage reporting and consumer accessible
information such as real-time meter information and bill
estimation systems. Amounts expended by Enterprises in
connection with such preliminary development activities are
reported as "nonutility business" related expenses under
Item "1" above.
B. Costs and Revenues Re: CCLM
Total costs incurred by Enterprises in connection with
CCLM during the three-month period ending June 30, 1996,
were $ 25,630 (consisting solely of costs incurred in
removing equipment installed to field test CCLM).
V. Formation and Capitalization of O&M Subsidiaries.
During the quarter, Entergy acquired 1,000 shares of the
common stock of Entergy Power Operations Corporation (EPOC), a
Delaware corporation, for a total purchase price of $10, and made
an additional capital contribution to EPOC of $499,990 pursuant
to Rule 45(b). EPOC used the proceeds of such stock sale and
capital contribution to acquire 10 shares of the capital stock of
Entergy Power Operations Holdings, Ltd. (EPOH), a Cayman Islands
corporation, for a total purchase price of $10, and to make an
additional capital contribution to EPOH of $499,990. Each of
EPOC and EPOH were organized as "O&M Subsidiaries" pursuant to
the Commission's order dated June 30, 1995 in File No. 70-8105.
In addition, during the quarter, Entergy Power Development
Corporation acquired 100 shares of the capital stock of Entergy
Power Operations Holdings II, Ltd. (EPOHII), a Cayman Islands
corporation, for a total purchase price of $100, and made an
additional capital contribution to EPOH II of $24,900. EPOH and
EPOH II own 95% and 5%, respectively, of the outstanding capital
stock of Entergy Power Operations Pakistan LDC (EPOP), a limited
duration company organized under Cayman Islands law and an EWG
under Section 32(a) of the Act. EPOP was organized to engage
exclusively in the business of providing operations and
maintenance services (O&M Services), at a market price, to
Liberty Power Ltd., a non-associate company which is developing
an electric generating facility in Pakistan. EPOP did not
provide any O&M Services during the quarter.
VI. Financing, Amortization and Financial Statements
During the three months ended June 30, 1996:
A. Enterprises incurred amortization expenses relating to
the organization of EIS in the amount of $6,307.
B. Enterprises' unaudited unconsolidated Balance Sheet and
unconsolidated Income Statement for the six month period ended
June 30, 1996 are included as Exhibit 1.
<PAGE>
IN WITNESS WHEREOF, the undersigned companies have caused
this certificate to be executed on this 14th day of August, 1996.
ENTERGY CORPORATION
By: /s/ Gerald D. McInvale
Gerald D. McInvale
Executive Vice President & Chief Financial Officer
ENTERGY ENTERPRISES, INC.
By: /s/ Robert J. Cushman
Robert J. Cushman
Vice President
_______________________________
<FN1> The Excluded Companies are Entergy's retail operating
companies (Entergy Arkansas Inc., Entergy Louisiana Inc., Entergy
Mississippi Inc., Entergy New Orleans Inc. and Entergy Gulf
States Inc.), System Energy Resources, Inc., System Fuels, Inc.,
Entergy Operations, Inc., Entergy Services, Inc., and any other
subsidiaries that Entergy may create whose activities and
operations are primarily related to the domestic sale of electric
energy at retail or at wholesale to affiliates or the provision
of goods or services thereto.
<TABLE>
<CAPTION>
ENTERGY ENTERPRISES, INC.
UNCONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 1996
(UNAUDITED)
ASSETS
<S> <C>
PROPERTY
Furniture and Equipment $ 1,877,712.19
Intangible Assets 138,464.28
-------------------
Total Property 2,016,176.47
-------------------
INVESTMENTS
Investment in FPN 3,859,278.76
Investment in Entergy SASI, Inc. 149,200,000.00
Earnings from Entergy SASI, Inc. (60,607,989.97)
Other Investments 90.36
Special Deposits 30,000.00
-------------------
92,481,379.15
-------------------
CURRENT & ACCRUED ASSETS
Cash 1,258,595.05
Working Funds/Travel Advances 91,750.00
Temporary Cash Investments 0.00
Accounts Receivable 36,988.02
Accounts Receivable - Associated Companies 15,202,980.67
Accrued Interest 931.17
-------------------
Total Current and Accrued Assets 16,591,244.91
-------------------
DEFERRED DEBITS
Accumulated Deferred Income Tax-Fed & State 7,573,204.56
Miscellaneous Deferred Debits (839,995.95)
-------------------
Total Deferred Debits 6,733,208.61
-------------------
Total Assets $ 117,822,009.14
===================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY ENTERPRISES, INC.
UNCONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 1996
(UNAUDITED)
CAPITAL
<S> <C>
Common Stock $ 54,400,000.00
Miscellaneous Paid-in Capital 135,700,000.00
Retained Earnings (82,294,471.83)
----------------
Total Capital 107,805,528.17
----------------
LIABILITIES
CURRENT & ACCRUED LIABILITIES
Accounts Payable 1,056,030.24
Accounts Payable to Associated Companies 270,418.64
Taxes Accrued 1,100,353.96
Tax Collections Payable (526,931.88)
Miscellaneous Current & Accrued Liabilities 3,075,194.73
----------------
Total Current & Accrued Liabilities 4,975,065.69
----------------
DEFERRED CREDITS
Other Deferred Credits 5,041,415.28
----------------
Total Deferred Credits 5,041,415.28
----------------
Total Liabilities 10,016,480.97
----------------
Total Capital & Liabilities $ 117,822,009.14
================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY ENTERPRISES, INC.
UNCONSOLIDATED INCOME STATEMENT
SIX MONTHS ENDED JUNE 30, 1996
(UNAUDITED)
REVENUE
<S> <C>
Services Rendered Non-Associates $ 75,082.34
Services Rendered Associates 9,827,168.55
Equity in Earnings of Subsidiaries (13,903,926.52)
Interest Income 108,356.28
Miscellaneous Income 26,706.00
---------------------
Total Revenue (3,866,613.35)
---------------------
EXPENSES
Salaries, Wages and Benefits 7,295,960.94
Outside Services 3,533,667.96
Rent 696,628.92
Administrative and General 3,520,010.49
Active Development Credit (1,954,818.84)
Insurance 65,101.00
Directors' Fees and Expenses (6,640.00)
---------------------
Total Administrative and General Expense 13,149,910.47
---------------------
Taxes Other Than Income 30,001.40
Depreciation and Amortization 419,308.92
Amortization of SASI Organization Costs 12,613.61
Amortization of FPN Organization Costs 0.00
Miscellaneous Expenses 10,051.95
---------------------
Total Expenses 13,621,886.35
---------------------
Interest Expense 0.00
---------------------
Income (Loss) Before Income Taxes (17,488,499.70)
Income Taxes - Federal (639,971.29)
Income Taxes - State (Benefit) (127,114.24)
Provision for Deferred Income Taxes - Federal (508,336.54)
Provision for Deferred Income Taxes - State (100,968.30)
---------------------
Net Income (Loss) $ (16,112,109.33)
=====================
</TABLE>
