Notice of Annual Meeting of Stockholders
New Orleans, Louisiana
March 28, 1997
To the Stockholders of ENTERGY CORPORATION:
Notice is hereby given that the Annual Meeting of Stockholders of
Entergy Corporation will be held in the auditorium of the Pennington
Biomedical Research Center, 6400 Perkins Road, Baton Rouge, Louisiana
70808, on Friday, May 9, 1997, at 10 a.m., Central Daylight Time, for
the following purposes:
(1) To elect a Board of Directors for the ensuing year;
(2) To ratify the appointment by the Board of Directors of the
firm of Coopers & Lybrand L.L.P. as independent accountants of
the Corporation for the year 1997;
(3) To transact such other business as may properly come before
the meeting and any adjournment or adjournments thereof.
Only stockholders of record as of the close of business on March 17,
1997, are entitled to notice of and to vote at the meeting. A badge
for admission may be obtained at the registration desk at the meeting.
Stockholders whose shares are held in "street name", i.e., in a
brokerage account, must present a letter from their broker indicating
ownership of Entergy Corporation's Common Stock as of March 17, 1997.
Stockholders who will not attend the meeting in person and wish their
stock voted are urged to fill in, sign, date, and return the
accompanying proxy. A return envelope, on which United States postage
has been prepaid, is enclosed for mailing proxies to Entergy
Corporation.
/s/ Michael G. Thompson
Michael G. Thompson
Secretary
<PAGE>
PROXY STATEMENT
The accompanying proxy is solicited by the Board of Directors of
the Corporation (either the "Board of Directors" or the "Board") for
use at the Annual Meeting of Stockholders to be held in the auditorium
of the Pennington Biomedical Research Center, 6400 Perkins Road, Baton
Rouge, Louisiana on Friday, May 9, 1997, at 10 a.m., Central Daylight
Time, and at any adjournments of the meeting (the "Annual Meeting").
The entire cost of the solicitation of proxies will be borne by
Entergy Corporation (the "Corporation"). Solicitations will be made
primarily by mail, except that, if necessary to obtain reasonable
representation of stockholders at the meeting, proxies will also be
solicited at nominal cost by telephone or telefax by employees of the
Corporation's service subsidiary, Entergy Services, Inc. Additional
solicitation of proxies will be made in the same manner under the
special engagement and direction of Morrow & Co., Inc., at a cost to
the Corporation of approximately $12,500, plus out-of-pocket expenses.
The Corporation may reimburse brokerage houses and other custodians,
nominees, or fiduciaries for their expenses in sending proxy material
to their principals.
Shares represented at the meeting by properly executed proxies in
the accompanying form will be voted at the meeting or at any
adjournments thereof. Where the stockholder specifies a choice by
means of the ballot spaces provided on the proxy, the shares will be
voted in accordance with the specifications so made. If no directions
are given by the stockholder, the proxy will be voted in the manner
specified on the proxy. Any proxy delivered pursuant to this
solicitation may be revoked by delivery to the Corporation of a
written notice of revocation or of a later-dated proxy, or by voting
in person at the meeting.
This Proxy Statement and the form of proxy are first being sent
or given to stockholders of the Corporation on or about March 28,
1997.
Voting Securities Outstanding and Voting Rights
Only stockholders of record as of the close of business on March
17, 1997, are entitled to notice of and to vote at the meeting. As of
February 28, 1997, the record date, there were 235,117,712 outstanding
shares of common stock, par value $.01, (the "Common Stock"). In
accordance with the Delaware General Corporation law, each stockholder
has one vote per share on all business conducted at the Annual
Meeting. In addition, Delaware law requires the presence in person or
by proxy of a majority of the outstanding shares of Common Stock
entitled to vote to constitute a quorum to convene the Annual Meeting.
Accordingly, abstentions and broker non-votes are counted in
determining the presence of a quorum. Directors are elected by a
plurality of the votes represented at the Annual Meeting. All other
actions, including the ratification of the appointment of independent
accountants, require the affirmative vote of a majority of the shares
represented at the Annual Meeting.
The information provided below is based upon Schedule 13Gs filed
with the Securities and Exchange Commission (SEC) reflecting
beneficial ownership of 5 percent or more of the Corporation's Common
Stock as of December 31, 1996.
The beneficial owners named below have certified that the shares
held were acquired in the ordinary course of business, that such
acquisition was not for the purpose of, and does not have the effect
of, changing or influencing the control of the Corporation, and that
such shares were not acquired in connection with or as a participant
in any transaction having such purpose or effect.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
<S> <C> <C>
Barrow, Hanley, Mewhinney & Strauss, Inc. ("BHM&S") 16,401,450(1) 7.19%
One McKinney Plaza
3232 McKinney Avenue, 15th Floor
Dallas, Texas 75204-2429
Franklin Resources, Inc ("FRI") 13,527,506(2) 5.90%
777 Mariners Island Blvd.
P.O. Box 7777
San Mateo, CA 94403-7777
(1) Of the 16,401,450 shares, BHM&S has sole voting power as to all
shares, and shared voting power as to 12,472,900 shares.
(2) FRI has no voting and investment power with respect to such
shares and disclaims beneficial ownership. These shares are
beneficially owned by one or more open and closed investment
companies or other managed accounts which are advised by the direct
and indirect investment advisory subsidiaries of FRI. Those
advisor subsidiaries, Franklin Advisors, Inc., Templeton Global
Advisors, Limited, Templeton/Franklin Investment Services, Inc.,
Templeton Investment Management (Australia) Limited, Templeton
Investment Counsel, Inc., and Franklin Mutual Advisors, Inc., have
sole voting and investment power of 8,369,000, 4,949,300, 171,040,
35,400, 1,650, and 1,116 shares respectively.
Election of Directors
Currently the Board of Directors consists of 15 members. At the
Annual Meeting, 14 directors of the Board are to be elected to serve
for the ensuing year commencing May 9, 1997. The Corporation's
Certificate of Incorporation provides that the Board shall consist of
at least 9, but no more than 19 directors, the exact number to be
fixed by the Board. Mr. Shackelford has reached the Corporation's
mandatory retirement age of 70 and is not standing for reelection to
the Board. Accordingly, the Board will set the number of members at
14 effective as of the Annual Meeting.
Directors are elected annually to serve a term of one year until
the next Annual Meeting of Stockholders or until a successor is
elected and qualified. Except where authority to vote for one or more
nominee(s) is withheld, Edwin Lupberger, Dr. Paul W. Murrill, and
Eugene H. Owen, the persons named as proxies in the enclosed proxy,
will vote all shares represented by an executed proxy equally for the
election of the nominees listed below. The Corporation is not aware
of any reason why any of the nominees would be unavailable to stand
for election or to serve if elected. In case any nominee should
become unavailable for election as a director, the proxies will also
have discretionary authority to vote for a substitute.
Nominees
Certain information regarding each nominee for director is given
below, based on information supplied by such nominee, including name
and age as of December 31, 1996, positions currently held with the
Corporation, principal occupation now and for the past five years, and
any directorships in public companies.
W. FRANK BLOUNT Age 58 Director Since 1987
Sydney, Australia
Chief Executive Officer of Telstra Communications
Corporation (Australian telecommunications company)
since 1992. Group President, Communications Products,
AT&T Company, 1989 to 1992. Director of First Union
National Bank, Atlanta, Georgia, LXE Incorporated, and
Caterpillar, Inc. Chairman of National Advisory Group
for the National Technical Institute of the Deaf; Vice
Chairman of the National Advisory Board of Georgia
Institute of Technology; Executive Vice President of
the A. G. Bell Association for the Deaf; member of
Board of Trustees of the Rochester Institute of
Technology; and member of the Business Council of
Australia.
JOHN A. COOPER, JR. Age 58 Director Since 1985
Bella Vista, Arkansas
Chairman of the Board of Cooper Communities, Inc.
(recreational and retirement community development) and
of COFAM, Inc. Director of Wal-Mart Stores, Inc., and
J. B. Hunt Transport Services, Inc. Honorary Director
of First National Bank of Sharp County (Arkansas).
LUCIE J. FJELDSTAD Age 52 Director Since 1992
Portland, Oregon
President - Video and Networking Division of Tektronix,
Inc. (electronic instrumentation and printer
manufacturer), since January 1995. Vice President and
General Manager, Multimedia, IBM Corporation (computer
company), 1992 to 1993; President, Multimedia and
Education Division of IBM Corporation, 1990 to 1992.
Director of Bolt, Beranek & Newman, Inc., and The GAP,
Inc. Member of the Board of Regents for Santa Clara
University and member of the Board of Trustees for the
University of California at Los Angeles.
DR. NORMAN C. FRANCIS Age 65 Director Since 1994
New Orleans, Louisiana
President of Xavier University of Louisiana, New
Orleans, Louisiana. Director of The Equitable Life
Assurance Society of the United States, First National
Bank of Commerce, New Orleans, Louisiana, The
Foundation for the Mid-South, and the Advisory Board of
The Times Picayune Publishing Co. Chairman of the
Board of Liberty Bank and Trust Company, New Orleans,
Louisiana. Member of the Board of the Carnegie
Foundation for the Advancement of Teaching; Chairman of
the Board for the Southern Education Foundation,
Atlanta, Georgia; Fellow, The American Academy of Arts
and Sciences, Cambridge, Massachusetts; Member of the
Board of Brandeis University, Waltham, Massachusetts;
Member of the Board of the National Foundation for
Improvement in Education; and Former Chairman of the
Board of Trustees, Educational Testing Service,
Princeton, New Jersey.
ROBERT v.d. LUFT Age 61 Director Since 1992
Chadds Ford, Pennsylvania
Chairman of Dupont Dow Elastomers, since 1996. Retired
Senior Vice President - DuPont and President - DuPont
Europe (industrial products, fibers, petroleum,
chemicals, and specialty products businesses), 1993 to
1996. Senior Vice President - DuPont Chemicals, 1990
to 1993. Member of the Board of Visitors, School of
Engineering, University of Pittsburgh.
EDWIN LUPBERGER Age 60 Director Since 1985
New Orleans, Louisiana
Chairman of the Board, Chief Executive Officer, and
President of the Corporation. Chairman of the Board
and Chief Executive Officer of Entergy Arkansas, Inc.,
Entergy Gulf States, Inc., Entergy Louisiana, Inc.,
Entergy Mississippi, Inc., and Entergy New Orleans,
Inc., principal operating subsidiaries. Chairman of
the Board of System Energy Resources, Inc., a nuclear
generating subsidiary, and Entergy Operations, Inc., a
nuclear management service subsidiary. Chairman of the
Board of Entergy Services, Inc. Chairman of the Board
and President of Entergy Enterprises, Inc., a non-
utility subsidiary. Chief Executive Officer of Entergy
Power, Inc., Entergy Power Development Corporation, and
Entergy-Richmond Power Corporation. Chief Executive
Officer of Entergy Pakistan, Ltd. and Entergy Power
Asia, Ltd., also subsidiaries. Director of First
Commerce Corporation, First National Bank of Commerce,
and International Shipholding Corporation, New Orleans,
Louisiana, and Pennington Biomedical Research
Foundation. Member of Board of Trustees of Millsaps
College and of Board of Administrators of Tulane
University. Chairman of the Foundation for the Mid-
South and Chairman of the U. S. Chamber of Commerce.
ADM. KINNAIRD R. MCKEE Age 67 Director Since 1990
USN (Ret.)
Oxford, Maryland
Director of PECO Energy Company (formerly Philadelphia
Electric Company). Former Superintendent of the United
States Naval Academy. Former Commander of the United
States Third Fleet. Former Director of Navy Nuclear
Propulsion.
DR. PAUL W. MURRILL Age 62 Director Since 1993
Baton Rouge, Louisiana
Retired Chairman of the Board and Chief Executive
Officer of Entergy Gulf States, Inc. Chairman of the
Board of Piccadilly Cafeterias, Inc., Baton Rouge,
Louisiana, since 1993. Director of ChemFirst, Inc.,
Tidewater, Inc., Zygo Corporation, and Howell
Corporation. Chairman of Trustees, Burden Foundation;
member of Advisory Board, Oak Ridge National
Laboratories; and Consulting Editor, Instrument Society
of America.
JAMES R. NICHOLS Age 58 Director Since 1986
Boston, Massachusetts
Partner, Nichols & Pratt (family trustees), Attorney
and Chartered Financial Analyst. Director of United
Business Services, Inc. Life Trustee of the Boston
Museum of Science.
EUGENE H. OWEN Age 67 Director Since 1993
Baton Rouge, Louisiana
Chairman and President of Utility Holdings, Inc.
(holding company for Baton Rouge Water Company, Parish
Water Company, Inc., and Louisiana Water Company).
Chairman and Chief Executive Officer of Owen and White,
Inc. (engineering consulting firm), Baton Rouge,
Louisiana. President of Parish Water Company Inc.;
President of Baton Rouge Water Company, and Louisiana
Water Company, Baton Rouge, Louisiana. Member, Board
of Directors, Our Lady of the Lake Regional Medical
Center, Baton Rouge, Louisiana.
JOHN N. PALMER, SR. Age 62 Director Since 1992
Jackson, Mississippi
Chairman of the Board and Chief Executive Officer of
Mobile Telecommunication Technologies Corp. Director
of Deposit Guaranty National Bank, Jackson,
Mississippi. Director and former President of the
University of Mississippi Foundation. Director of the
Foundation for the Mid-South, Jackson, Mississippi.
Member of the Board of Trustees, Millsaps College.
National Trustee, National Symphony Orchestra,
Washington, D.C.
ROBERT D. PUGH Age 67 Director Since 1977
Portland, Arkansas
Chairman of the Board of Portland Gin & Warehouse, Inc.
(agricultural and agri-business company), Portland
Bank, and Portland Bankshares, Inc., Portland,
Arkansas. Director of Winrock International; former
Chairman of the Board of Trustees of the University of
Arkansas; former President of Cotton Council
International; and Board of Trustees of Chatham Hall
School, Chatham, Virginia.
WM. CLIFFORD SMITH Age 61 Director Since 1983
Houma, Louisiana
President of T. Baker Smith & Son, Inc. (consultants-
civil engineering and land surveying). Director of
American Bancshares of Houma, Inc. (banking).
BISMARK A. STEINHAGEN Age 62 Director Since 1993
Beaumont, Texas
Chairman of the Board of Steinhagen Oil Company, Inc.
(oil and gasoline distributor), Beaumont, Texas.
Certain Transactions
During 1996, T. Baker Smith & Son, Inc. performed land surveying
services for, and received payments of approximately $63,000 from,
Entergy Louisiana, Inc. Mr. Wm. Clifford Smith, a director of the
Corporation, is President of T. Baker Smith & Son, Inc. Mr. Smith's
children own 100% of the voting stock of T. Baker Smith & Son, Inc.
Other than as provided under applicable corporate laws, the
Corporation does not have policies whereby transactions involving
executive officers and directors and the Corporation are approved by a
majority of disinterested directors. However, pursuant to the
Corporation's Code of Conduct, transactions involving the Corporation
and its executive officers must have prior approval by the next higher
reporting level of that individual, and transactions involving the
Corporation and its directors must be reported to the Secretary of the
Corporation.
Share Ownership of Directors and Officers
The directors, nominees for director, the executive officers
named in the Summary Compensation Table below, and all directors,
nominees for director, and executive officers of the Corporation as a
group beneficially owned directly or indirectly the following shares
of Common Stock.
</TABLE>
<TABLE>
<CAPTION>
As of December 31, 1996
Entergy Corporation Common Stock
Amount and Nature Amount and Nature
of Beneficial of Beneficial
Ownership (a) Ownership (a)
Sole Voting Other Sole Voting Other
and Beneficial and Beneficial
Investment Ownership Investment Ownership
Name Power(b) (c) Name Power(b) (c)
<S> <C> <C> <C> <C> <C>
Michael B. Bemis** 11,480 10,000 James R. Nichols* 5,078 -
W. Frank Blount* 4,434 - Eugene H. Owen* 3,092 -
John A. Cooper, Jr.* 6,934 - John N. Palmer, Sr.* 16,481 -
Lucie J. Fjeldstad * 3,384 - Robert D. Pugh* 6,700 6,500(d)
Dr. Norman C. Francis * 1,200 - H. Duke Shackelford* 8,750 4,950(d)
Donald C. Hintz** 8,779 7,500 Wm. Clifford Smith* 5,600 -
Jerry D. Jackson** 11,615 14,411 Bismark A. Steinhagen* 7,637 -
Robert v.d. Luft* 3,684 -
Edwin Lupberger*** 34,392 41,324(d)
Jerry L. Maulden** 25,015 20,000
Adm. Kinnaird R. McKee* 2,467 -
Dr. Paul W. Murrill* 2,917 -
All directors,
nominees, and 263,181 149,685
executive officers
</TABLE>
* Director of the Corporation and Nominee
** Officer of the Corporation
*** Officer, Director, and Nominee of the Corporation
(a) Based on information furnished by the respective individuals.
The ownership amounts shown for each individual and for all
directors, nominees, and executive officers as a group do not
exceed one percent of the outstanding securities of any class of
security so owned.
(b) Includes all shares as to which the individual has the sole
voting and investment power.
(c) Includes, for the named persons, shares of the Common Stock in
the form of unexercised stock options awarded pursuant to the
Equity Ownership Plan as follows: Mr. Bemis, 10,000 shares; Mr.
Hintz, 7,500 shares; Mr. Jackson, 14,411 shares; Mr. Lupberger,
38,824 shares; and Mr. Maulden, 20,000 shares.
(d) Includes, for the named persons, shares of the Common Stock held
by their spouses or, in Mr. Shackelford's case, the estate of his
spouse. The named persons disclaim any beneficial ownership in
these shares as follows: Mr. Lupberger, 2,500 shares; Mr. Pugh,
6,500 shares; and Mr. Shackelford, 4,950 shares.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act and Section 17(a) of the Public
Utility Holding Company Act of 1935, as amended, require the
Corporation's officers, directors, and persons who own more than 10%
of a registered class of the Corporation's equity securities to file
reports of ownership and changes in ownership concerning the
securities of the Corporation and its subsidiaries with the SEC and to
furnish the Corporation with copies of all Section 16(a) and 17(a)
forms they file. Kaneaster Hodges, Jr., a director who retired in
August 1996, inadvertently filed late a Form 4 concerning his sale of
150 shares of Common Stock in January 1997, and Duke Shackelford, also
a director, inadvertently filed late a Form 4 concerning his wife's
purchase of 1,000 shares of Common Stock in July 1995. Both of these
transaction have now been reported. In addition, Terry L. Ogletree,
an officer, inadvertently failed to report on his 1996 Form 5 the
grant of 25,000 stock options. This transaction has now been reported.
Meetings and Committees of the Board of Directors
The Board of Directors of the Corporation has seven standing
committees.
Audit Committee. Committee members are Mrs. Fjeldstad
(Chairperson), Messrs. Owen, Pugh, and Shackelford, and Adm. McKee.
The Audit Committee discusses with the independent accountants of the
Corporation the accountants' general findings as to accounts, records,
and systems of internal control of the Corporation and its
subsidiaries and consults with the accountants on any matter that the
Committee may deem relevant to the audit or that the accountants may
desire to bring to the attention of the Audit Committee. The Committee
reports to the Board of Directors the results of these discussions and
makes recommendations. This Committee held five meetings in 1996.
Executive Committee. Committee members are Messrs. Lupberger
(Chairman), Blount, Luft, and Palmer, and Dr. Murrill. The Executive
Committee, during the intervals between the meetings of the Board of
Directors, may, except as expressly limited by state law, exercise all
powers of the Board of Directors in the management and direction of
the business affairs of the Corporation. The Committee is required to
report all of its actions to the Board of Directors which may revise
the same. This Committee held four meetings in 1996.
Finance Committee. Committee members are Messrs. Luft (Chairman),
Palmer, Nichols, and Steinhagen and Mrs. Fjeldstad. The Finance
Committee reviews the Corporation's financial and budgetary policies
and cash flow projections, makes policy recommendations to the Board
of Directors with respect to the sale of securities, and reviews the
Corporation's banking and other financial policies. This Committee
held five meetings in 1996.
Personnel Committee. Committee members are named below under
"Personnel Committee Interlocks and Insider Participation." The
Personnel Committee reviews major employee relations matters,
employment practices and compensation, including employee benefit
plans. The Committee reviews the performance of the Corporation's
officers and makes recommendations concerning compensation of such
officers to the Board of Directors. This Committee held five meetings
in 1996.
Nuclear Committee. Committee members are Adm. McKee (Chairman),
Messrs. Luft and Smith, and Dr. Murrill. The Nuclear Committee
provides non-management oversight and review of Arkansas Nuclear One,
Grand Gulf, River Bend, and Waterford 3 Steam Electric Generating
Station, focusing on safety, operating performance, costs of
operations, staffing, and training. The Committee interfaces on a
regular basis with the Corporation's senior nuclear management to
maintain an awareness of current internal and external nuclear related
issues affecting the nuclear facilities of the Corporation. The
Committee reports to the Board of Directors with respect to major
organizational and operational aspects of the Corporation's nuclear
facilities directed toward maintaining or improving safe, cost
effective, and efficient operations. This Committee held four
meetings in 1996.
Public Affairs Committee. Committee members are Messrs. Palmer
(Chairman), Shackelford, Smith, and Steinhagen, and Dr. Francis. The
Public Affairs Committee provides advice and counsel to management
with respect to governmental, regulatory, and public relations
matters. The Committee makes recommendations to the Board of
Directors with respect to the Corporation's position on public policy
issues and to the Corporation's commitment to equal opportunity in all
corporate relationships. This Committee held five meetings in 1996.
Director Affairs Committee. Committee members are Dr. Murrill
(Chairman) and Messrs. Blount, Cooper, and Pugh. The Director Affairs
Committee provides advice and counsel to the Board concerning all
matters regarding the Board, including committee memberships,
compensation, and performance. In addition, the committee searches
for and screens new nominees for director. The Committee was formed
on May 17, 1996 and held two meetings in 1996.
In 1996, there were eight meetings of the Board of Directors.
During 1996, all directors attended at least 75% of the total number
of meetings of the Board of Directors and the committees on which they
served.
Compensation of Directors
Directors of the Corporation who are not otherwise employees of
the Corporation or its subsidiaries are paid a fee of $1,500 for
attendance at meetings of the Board of Directors, $1,000 for
attendance at meetings of committees of the Board, $2,000 for
attendance of committee meetings that are scheduled during a time or
at a location not in association with a scheduled Board of Directors
meeting, and $1,000 for participation on behalf of the Corporation in
any inspection trip or conference not held on the same day as a Board
or committee meeting. Committee chairpersons are paid an additional
$3,000 annually for their committee duties. All nonemployee directors
are also compensated on a quarterly basis in the form of fixed awards
of 150 shares of Common Stock pursuant to the Directors Plan. In
addition, directors receive in cash one-half the value of the
quarterly awards of Common Stock. During a portion of 1996,
nonemployee outside directors who served on the Board of Entergy
Enterprises, Inc. were granted 50 shares of Common Stock, and cash
equal to one-half the value of the Common Stock.
Nonemployee directors, who retired prior to 1996, with a minimum
of five years of service on the Board of Directors, are paid 100% of
their annual retainer at retirement for a term corresponding to the
number of years of service or until death, whichever occurs first.
Retired nonemployee directors with over ten years of service receive a
lifetime benefit. Nonemployee directors whose service terminates on
or after May 1, 1996 are not eligible for retirement compensation and
participate in the Service Recognition Program ("Program"). Under the
terms of the Program, each director is credited with 800 phantom
shares of Common Stock for each year of service on the Board of
Directors up to a maximum of ten years. Upon termination of service,
a director will receive in cash for five consecutive years the value
of one-fifth of the director's accumulated share total based on the
value of the shares at the time of payment in each of the five years.
Upon termination of service, a director may defer the valuation and
receipt of his payments for five or more years.
In 1985, Entergy Gulf States, Inc.("Entergy Gulf States")
established a non qualified deferred compensation plan for its
officers and nonemployee directors. Under this plan, a director could
defer a maximum 100% of his compensation, and an officer could defer
up to a maximum of 50% of his compensation. Both Dr. Murrill, as an
officer, and Mr. Steinhagen, as a director, participated in this plan.
The deferred compensation, which is held in the general funds of the
Corporation, accrues simple interest compounded annually at the rate
set by the compensation committee of Entergy Gulf States in 1985 for
that year's deferrals. The plan provides that a participant that was
54 or younger at the time of his deferral would receive, in years 8-11
of the plan, interim annual installments equal to his deferral.
During 1996, Dr. Murrill and Mr.Steinhagen received their last interim
deferral. In addition, on January 1 following the year that Dr.
Murrill attains the age of 65, he will receive an annual benefit for
15 years; and on January 1 following the year that Mr.Steinhagen
attains the age of 70, he will receive an annual benefit for 10 years.
On certain occasions, the Corporation provides personal
transportation services for the benefit of nonemployee directors.
During 1996, the value of such transportation services provided by the
Corporation to all directors was approximately $21,000.
Personnel Committee Interlocks and Insider Participation
Messrs. Owen (Chairman), Blount, Cooper, and Nichols, and Dr.
Francis served during 1996 as members of the Personnel Committee of
the Board of Directors. None of these persons during 1996, or prior
to 1996, was an officer or employee of the Corporation or any of its
subsidiaries.
Report of Personnel Committee on Executive Compensation
The Personnel Committee of the Board of Directors of the
Corporation is responsible for, among other things, reviewing and
recommending to the Board of Directors the adoption, or amendment1, of
the various compensation, incentive, and benefit plans as well as
programs maintained for officers and other key employees of the
Corporation. The Committee takes an active role in executive
compensation by recommending to the Board of Directors executive
compensation levels.
The Corporation has established its executive compensation
programs to provide competitive rewards intended to attract, retain,
and motivate key employees critical to the success of the Corporation.
The Corporation has historically used similarly-sized electric utility
companies as the peer group for assessing the competitiveness of its
compensation programs. The seventeen electric utility companies in
this compensation peer group are selected based on revenue size. With
the growth of the Corporation to one of the largest in the industry,
the Committee also uses a selected group of similar-sized
telecommunications companies as an additional peer group for assessing
the competitiveness of the executive compensation programs.
These peer groups are utilized for all components of compensation
including base, annual incentives, and long-term incentives. The
executive total compensation package is targeted at the median of
total compensation within the peer groups, with incentive plans
designed to enable executive compensation to exceed the peer group
median based on Board-approved performance targets. The total
executive compensation package consists of the following four major
components.
Base Salary
Base salary is set through a comparison with companies in the
compensation peer groups. The Board of Directors granted Mr. Lupberger
a 1996 increase as reflected in the "Summary Compensation Table."
Benefits and Perquisites
Employee benefits are provided such as pension, medical
insurance, life insurance, and long-term disability insurance, which
provide for income continuation and protection against dissipation of
income for unexpected reasons, and special executive remuneration
including perquisites.
Annual Incentive Compensation
Annual incentive compensation is based on the attainment of key
strategic goals and objectives including net cash flow, controlling
operation and maintenance costs, electric generation, employee
satisfaction, and customer service measures. These measures have
varying weights and are specifically tailored to each executive's
responsibilities. Portions of these annual awards are made in cash,
the remainder is through the use of stock options. Stock option
grants are considered on an annual cycle, in January of each year,
based on the Corporation's prior year performance as reviewed by the
Committee, including specific threshold performance measures.
Long-Term Incentive Compensation
Long-term incentive compensation opportunities are tied to long-
term shareholder value. In 1996, the Board of Directors adopted a
three year Long-Term Incentive Plan which spans the 1996-1998
performance period. Under this Long-Term Plan, the company must
achieve pre-set levels of performance against a selected group of
other companies in the area of total return to shareholders over the
three year performance period.
Total Compensation
Mr. Edwin Lupberger, Chairman, President and Chief Executive
Officer of the Corporation, participated in each compensation
component in the following distribution in 1996:
Salary 55%
Bonus 34%
Other Annual Compensation 9%
Long-Term Incentive Compensation 0%
All Other Compensation 2%
Mr. Lupberger's total 1996 compensation level was below the
target compensation level when compared to the compensation peer group
companies.
Members of the Personnel Committee:
Eugene H. Owen, Chairman
W. Frank Blount
John A. Cooper, Jr.
Norman C. Francis
James R. Nichols
The report of the Personnel Committee above and the Corporate
Performance Graph below shall not be deemed incorporated by reference
by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933, as
amended, or under the Securities Exchange Act of 1934, as amended,
(collectively the "Acts"), except to the extent the Corporation
specifically incorporates such information by reference, and shall not
otherwise be deemed filed under such Acts.
Corporate Performance
The following graph compares the performance of the Common Stock
of the Corporation to the S&P 500 Index and the S&P Electric Utilities
Index (each of which includes the Corporation) for the last five
years.
Years Ended December 31
1991 1992 1993 1994 1995 1996
Entergy $100 $117 $133 $87 $125 $126
S&P 500 (1) $100 $108 $118 $120 $165 $202
S&P EUI (1) $100 $106 $119 $103 $136 $135
Assumes $100 invested on December 31, 1991, in Entergy
Corporation Common Stock, the S&P 500, and the S&P Electric Utilities
Index, and reinvestment of all dividends.
(1) Cumulative total returns calculated from the S&P 500 Index and S&P
Electric Utilities Index maintained by Standard & Poor's
Corporation.
Executive Compensation
Summary Compensation Table
The following table includes the Chief Executive Officer, as well
as the four most highly compensated executive officers (collectively
the "Named Executive Officers") based on total annual base salary and
bonuses from all Corporation sources awarded to, earned by, or paid to
each such officer during 1996.
<TABLE>
<CAPTION>
Long-Term Compensation
Annual Compensation Awards Payouts
(b) Restricted Securities (c) (d)
(a) Other Annual Stock Underlying LTIP All Other
Name and Principal Position Year Salary Bonus Compensation Awards Options Payouts Compensation
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Edwin Lupberger 1996 $ 735,577 $ 448,794 $123,601 (e) 10,000 shares $ 0 $23,567
Chairman of the Board, 1995 700,000 568,400 89,163 (e) 60,000 781,337 21,000
President, and Chief 1994 681,539 218,789 93,816 (e) 10,000 139,525 20,446
Executive Officer
Donald C. Hintz 1996 $ 343,269 $ 231,299 $12,516 (e) 5,000 shares $ 0 $14,197
Executive Vice President and 1995 325,000 265,049 13,394 (e) 30,000 409,414 9,750
Chief Nuclear Officer 1994 320,769 142,749 52,389 (e) 5,000 48,379 9,710
Jerry D. Jackson 1996 $ 332,115 $ 209,489 $37,928 (e) 5,000 shares $ 0 $13,862
Executive Vice President - 1995 325,000 256,838 43,054 (e) 30,000 422,438 9,750
External Affairs 1994 323,711 106,155 29,598 (e) 5,000 56,550 9,634
Jerry L. Maulden 1996 $ 435,000 $ 260,301 $27,056 (e) 5,000 shares $ 0 $14,550
Vice Chairman 1995 435,000 353,220 26,248 (e) 30,000 422,438 13,050
1994 426,134 135,962 63,994 (e) 5,000 56,550 12,859
Michael B. Bemis 1996 $ 297,115 $ 168,125 $43,884 (e) 5,000 shares $ 0 $12,813
Executive Vice President - 1995 290,000 216,909 22,844 (e) 27,500 294,282 12,063
Retail Services 1994 288,846 76,923 32,940 (e) 2,500 28,275 8,596
</TABLE>
(a) Includes bonuses earned pursuant to the Annual Incentive Plan.
(b) Amounts used in the calculation of perquisites were previously
reported in the column titled "All Other Compensation".
(c) Amounts include the value of restricted shares that vested in
1996, 1995, and 1994 (see note (e) below) under the Equity
Ownership Plan.
(d) Includes the following:
(1) 1996 employer contributions to the Defined Contribution
Restoration Plan as follows: Mr. Hintz $5,798; Mr. Jackson
$5,463; Mr. Lupberger $17,567; Mr. Maulden $8,550; and Mr. Bemis
$4,414.
(2) 1996 employer contributions to the Employee Stock Ownership
Plan as follows: Mr. Hintz $3,899; Mr. Jackson $3,899; Mr.
Lupberger $1,500; Mr. Maulden $1,500; and Mr. Bemis $3,899.
(3) 1996 employer contributions to the Entergy Savings Plan as
follows: Mr. Hintz $4,500; Mr. Jackson $4,500; Mr. Lupberger
$4,500; Mr. Maulden $4,500; and Mr. Bemis $4,500.
(e) Restricted stock awarded under the Equity Ownership Plan will
vest at the end of a three-year period subject to the attainment of
approved performance goals. Restricted stock awards in 1996 are
reported under the "Long-Term Incentive Plan Awards" table, and
reference is made to this table for information on the aggregate
number of restricted shares awarded during 1996 and the vesting
schedule for such shares. Accumulated dividends are paid on
restricted stock when vested. The value of stock for which
restrictions were lifted in 1996, 1995, and 1994, and the
applicable portion of accumulated cash dividends, are reported in
the LTIP Payouts column in the above table.
Option Grants in 1996
The following table summarizes option grants during 1996 to the
Named Executive Officers.
<TABLE>
<CAPTION>
Individual Grants Potential Realizable
% of Total Value
Number of Options at Assumed Annual
Securities Granted to Exercise Rates of Stock
Underlying Employees Price Price Appreciation
Options in (per Expiration for Option Term(b)
Name Granted (a) 1996 share)(a) Date 5% 10%
<S> <C> <C> <C> <C> <C> <C>
Edwin Lupberger 10,000 12.1% $ 29.375 01/25/06 $184,738 $ 468,162
Michael B. Bemis 5,000 6.1% 29.375 01/25/06 92,369 234,081
Donald C. Hintz 5,000 6.1% 29.375 01/25/06 92,369 234,081
Jerry D. Jackson 5,000 6.1% 29.375 01/25/06 92,369 234,081
Jerry L. Maulden 5,000 6.1% 29.375 01/25/06 92,369 234,081
</TABLE>
(a) Options were granted on January 25, 1996, pursuant to the Equity
Ownership Plan. All options granted on this date have an
exercise price equal to the closing price of Common Stock on the
New York Stock Exchange Composite Transactions on
January 25, 1996. These options became exercisable on July
25, 1996.
(b) Calculation based on the market price of the underlying securities
assuming the market price increases over a ten-year option period
and assuming annual compounding. The columns present estimates of
potential values based on simple mathematical assumptions. The
actual value, if any, a Named Executive Officer may realize is
dependent upon the market price on the date of option exercise.
Aggregated Option Exercises in 1996 and December 31, 1996 Option Values
The following table summarizes the number and value of all
unexercised options held by the Named Executive Officers. In 1996, no
options were exercised by any Named Executive Officers.
Number of Securities Value of Unexercised
Underlying Unexercised Options In-the-Money Options
as of December 31, 1996 as of December 31, 1996(a)
Name Exercisable Unexercisable Exercisable Unexercisable
Edwin Lupberger 48,824 50,000 $42,500 $ 337,500
Michael B. Bemis 15,000 25,000 10,625 168,750
Donald C. Hintz 22,500 25,000 21,250 168,750
Jerry D. Jackson 19,411 25,000 0 168,750
Jerry L. Maulden 25,000 25,000 21,250 168,750
(a) Based on the difference between the closing price of Common
Stock granted on the New York Stock Exchange Composite Transactions
on December 31, 1996, and the option exercise price.
Long-Term Incentive Plan Awards in 1996
The following Table summarizes awards of restricted shares of Common
Stock under the Equity Ownership Plan in 1996 to the Named Executive
Officers.
Estimated Future Payouts Under
Non-Stock Price-BasedPlans(a)(b)
Number Performance Period Until
of Maturation or Payout
Name Shares Threshold Target Maximum
Edwin Lupberger 60,000 1/1/96-12/31/98 20,000 40,000 60,000
Jerry L. Maulden 37,500 1/1/96-12/31/98 12,500 25,000 37,500
Michael B. Bemis 30,000 1/1/96-12/31/98 10,000 20,000 30,000
Donald C. Hintz 30,000 1/1/96-12/31/98 10,000 20,000 30,000
Jerry D. Jackson 30,000 1/1/96-12/31/98 10,000 20,000 30,000
(a) Restricted shares awarded will vest at the end of a three-year
period, subject to the attainment of approved performance goals for
Entergy. Restrictions are lifted based upon the achievement of the
cumulative result of these goals for the performance period. The
value any Named Executive Officer may realize is dependent upon
both the number of shares that vest and the future market price of
Common Stock.
(b) The threshold, target, and maximum levels correspond to the
achievement of 50%, 100%, and 150%, respectively, of Equity
Ownership Plan goals. Achievement of a threshold, target, or
maximum level would result in the award of the number of shares
indicated in the respective column. Achievement of a level between
these three specified levels would result in the award of a number
of shares calculated by means of interpolation.
Pension Plan Tables
Retirement Income Plan Table
Annual
Covered Years of Service
Compensation 15 20 25 30 35
$100,000 $ 22,500 $30,000 $37,500 $45,000 $52,500
200,000 45,000 60,000 75,000 90,000 105,000
300,000 67,500 90,000 112,500 135,000 157,500
400,000 90,000 120,000 150,000 180,000 210,000
500,000 112,500 150,000 187,500 225,000 262,500
850,000 191,250 255,000 318,750 382,500 446,250
The Corporation has a Retirement Income Plan (a defined benefit
plan) that provides a benefit for employees at retirement from the
Corporation based upon (1) generally, all years of service beginning
at age 21 through termination, with a forty-year maximum, multiplied
by (2) 1.5% , multiplied by (3) the final average compensation. Final
average compensation is based on the highest consecutive 60 months of
covered compensation in the last 120 months of service. The normal
form of benefit for a single employee is a lifetime annuity and for a
married employee is a 50% joint and survivor annuity. Other
actuarially equivalent options are available to each retiree.
Retirement benefits are not subject to any deduction for Social
Security or other offset amounts. The amount of the Named Executive
Officers' annual compensation covered by the plan, as of December 31,
1996, is represented by the salary column in the Summary Compensation
Table.
The credited years of service under the Retirement Income Plan,
as of December 31, 1996, for the following Named Executive Officers
were: Mr. Bemis 14 and Mr. Maulden 31. The credited years of service
under the Retirement Income Plan, as of December 31, 1996, for the
following Named Executive Officers, as a result of entering into
supplemental retirement agreements, were as follows: Mr. Hintz 25;
Mr. Jackson 17; and Mr. Lupberger 33.
The maximum benefit payable under the Retirement Income Plan is
limited by Sections 401 and 415 of the Internal Revenue Code of 1986,
as amended; however, the Corporation has adopted a pension
equalization plan. Under this plan, certain executives, including the
Named Executive Officers, would receive an additional amount equal to
the benefit that would have been payable under the Retirement Income
Plan, except for the limitations.
In addition to the Retirement Income Plan discussed above, the
Corporation offers the Supplemental Retirement Plan of Entergy
Corporation and Subsidiaries (SRP) and the Post-Retirement Plan of
Entergy Corporation and Subsidiaries (PRP). Participation is limited
to one of these two plans and is at the invitation of the Corporation.
The participant may receive from the Corporation a monthly benefit
payment not in excess of .025 (under the SRP) or .0333 (under the PRP)
times the participant's average basic annual salary (as defined in the
plans) for a maximum of 120 months. Mr. Hintz has entered into a SRP
participation contract, and each of the other Named Executive Officers
have entered into PRP participation contracts. Current estimates
indicate that the annual payments to a Named Executive Officer under
the above plans would be less than the payments to that officer under
the System Executive Retirement Plan discussed below.
System Executive Retirement Plan Table (1)
Annual
Covered Years of Service
Compensation 10 15 20 25 30+
$ 200,000 $60,000 $90,000 $100,000 $110,000 $120,000
300,000 90,000 135,000 150,000 165,000 180,000
400,000 120,000 180,000 200,000 220,000 240,000
500,000 150,000 225,000 250,000 275,000 300,000
600,000 180,000 270,000 300,000 330,000 360,000
700,000 210,000 315,000 350,000 385,000 420,000
1,000,000 300,000 450,000 500,000 550,000 600,000
___________
(1) Benefits shown are based on a target replacement ratio of 50%
based on the years of service and covered compensation shown. The
benefits for 10, 15, and 20 or more years of service at 45% and
55% replacement levels would decrease (in the case of 45%) or
increase (in the case of 55%) by the following percentages: 3.0%,
4.5%, and 5.0%, respectively.
In 1993, the Corporation adopted the System Executive Retirement
Plan (SERP). The SERP is an unfunded defined benefit plan offered at
retirement to certain senior executives, which would currently include
all the Named Executive Officers. Participating executives choose, at
retirement, between the retirement benefits paid under provisions of
the SERP or those payable under the executive retirement benefit plans
discussed above. Covered pay under the SERP includes final annual
base salary (see the Summary Compensation Table for the base salary
covered by the SERP as of December 31, 1996) plus the Target Incentive
Award (i.e., a percentage of final annual base salary) for the
participant in effect at retirement. Benefits paid under the SERP are
calculated by multiplying the covered pay times target pay replacement
ratios (45%, 50%, or 55%, dependent on job rating at retirement) that
are attained, according to plan design, at 20 years of credited
service. The target ratios are increased by 1% for each year of
service over 20 years, up to a maximum of 30 years of service. In
accordance with the SERP formula, the target ratios are reduced for
each year of service below 20 years. The credited years of service
under this plan are identical to the years of service for the Named
Executive Officers (other than Mr. Bemis and Mr. Jackson) disclosed
above in the Retirement Income Plan Table discussion. Mr. Bemis and
Mr. Jackson have 24 years and 23 years, respectively, of credited
service under this plan.
The normal form of benefit for a single employee is a lifetime
annuity and for a married employee is a 50% joint and survivor
annuity. All SERP payments are guaranteed for ten years. Other
actuarially equivalent options are available to each retiree. SERP
benefits are offset by any and all defined benefit plan payments from
the Corporation and from prior employers. SERP benefits are not
subject to Social Security offsets.
Eligibility for and receipt of benefits under any of the
executive plans described above are contingent upon several factors.
The participant must agree that, without the specific consent of the
Corporation, he may take no employment after retirement with any
entity that is in competition with or similar in nature to the
Corporation or any affiliate thereof. Eligibility for benefits is
forfeitable for various reasons, including violation of an agreement
with the Corporation, resignation or termination of employment for any
reason without company permission.
Appointment of Independent Accountants
It is intended that, unless otherwise specified by the
stockholders, votes will be cast pursuant to the proxies hereby
solicited in favor of the ratification of the appointment by the Board
of Directors of Coopers & Lybrand L.L.P. as independent accountants of
the Corporation for the year 1997. Coopers & Lybrand has acted for the
Corporation in this capacity since 1994. Coopers & Lybrand had acted
for the Corporation's operating subsidiary, Entergy Gulf States, Inc.,
in this capacity since 1933. Coopers & Lybrand does not have any
relationship with the Corporation or any of its subsidiaries except as
disclosed above.
A representative of Coopers & Lybrand will be present at the
meeting to respond to appropriate questions and will have an
opportunity to make a statement, if such representative desires.
Stockholder Proposals for 1998 Meeting
Each eligible holder of shares of Common Stock of the Corporation
intending to present a proposal in accordance with the rules of the
SEC for consideration at the Annual Meeting of Stockholders of the
Corporation to be held in 1998 and desiring that such proposal be
considered for inclusion in the Corporation's proxy statement and
proxy for that meeting is advised that such proposal must be received
by the Corporation at its principal offices not later than November
28, 1997.
Under the Bylaws of the Corporation, stockholders must give the
Corporation advance notice of proposed nominees for director and of
proposed business to be conducted at the meeting not less than 60 days
nor more than 85 days prior to the anniversary date of the immediately
preceding annual meeting of stockholders. In the event that the
annual meeting is called for a date that is not within thirty (30)
days before or after such anniversary date, notice by the stockholder
to be timely must be so delivered or received not later than the close
of business on the 10th day following the earlier of the date on which
such notice or public disclosure of the date of the meeting was given
or made.
Other Business
The Board of Directors does not intend to bring any business
before the meeting other than the matters referred to in this Proxy
Statement and is not aware of any other matters that may be brought
before the meeting. However, if any other matters properly come
before the meeting, it is intended that the persons named in the
accompanying proxy will vote pursuant to the proxy in accordance with
their judgment on such matters.
By order of the Board of Directors,
/s/ Edwin Lupberger
Edwin Lupberger
Chairman of the Board, President, and Chief Executive Officer
Dated: March 28, 1997
