File No. 70-8839
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post Effective Amendment No. 1 to the
Form U-1/A
___________________________________
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, Vice President and
President 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
Item I. Description of the Proposed Transactions
Section 1.12 is deleted in its entirety and restated as
follows:
The Company was previously authorized in this proceeding
(HCAR No. 26528, June 6, 1996) to enter into the above
described transactions. The Company now proposes to issue
and sell, pursuant to the Plan, an additional 20,000,000
shares of its authorized but unissued common stock, par
value $0.01 per share. All other provisions of the Plan
will remain the same.
As of December 31, 1996, the Company had sold 4,438,931
shares of common stock at an average price of $26.60
pursuant to the Plan.
Section 1.13 is added as follows:
The Company states that the requirements of rule 53, with
respect to exempt wholesale generators ("EWGs") as defined
in section 32 of the Act, and foreign utility companies
("FUCOs") as defined in section 33 of the Act, and rule 54
are and, assuming consummation of the above described
proposed transactions, will be satisfied. As a result,
pursuant to rule 54, the Commission shall not consider the
effect of the capitalization or earnings of EWG or FUCO
subsidiaries on the registered holding company system in
determining whether to approve the proposed transactions.
Item 2. Fees, Commissions and Expenses
Item 2 is supplemented by the following paragraph:
All additional expenses related to the additional shares
of common stock are not expected to deviate materially
from those fees and expenses customarily incurred in
connection with similar plans. The Company will disclose
such additional fees and expenses in a certificate filed
pursuant to Rule 24 under the Act.
Item 5. Procedure
Item 5, is deleted in its entirety and restated as
follows:
The Company requests that the Commission's notice of
proposed transactions published pursuant to Rule 23(e) be
issued by January 31, 1997, or as soon thereafter as
practicable.
The Company further requests that the Commission's order
permitting the Application-Declaration to become effective
issue by February 28, 1997 with respect to the
transactions described herein, so that the Company will be
in a position to issue the additional shares 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 6Exhibits and Financial Statements
Item 6 is amended to include the following:
**C-2 Registration Statement No. 333-
relating to the Entergy Corporation Dividend
Reinvestment and Stock Purchase Plan and the
additional shares of common stock
**F-2 Opinion of Laurence M. Hamric, Esq. General
Attorney, Corporate & Securities, Entergy
Services, Inc.
H-2 Suggested form of Supplemental Notice of
Proposed Transaction in the Federal Register
** To be filed by amendment
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/William J. Regan, Jr.
William J. Regan, Jr.
Vice President and Treasurer
Dated: January 27, 1997
EXHIBIT H-2
Proposed Form of Supplemental Notice
ENTERGY CORPORATION
Entergy Corporation ("Entergy" or the "Company"), 639
Loyola Avenue, New Orleans, Louisiana, 70113, a registered
holding company, has filed a Post Effective Amendment to its
Application-Declaration (File No. 70-8839) under Section 6(a) and
7 of the Act and Rule 54 thereunder.
By order of the Commission dated June 6, 1996 (HCAR No.
26541) Entergy was authorized to issue and sell through December
31, 2000, up to ten million shares of its authorized but unissued
common stock, par value $0.01 per share, pursuant to its new
Dividend Reinvestment and Stock Purchase Plan (the "Plan").
Entergy now proposes to issue and sell up to an additional twenty
million shares of its authorized but unissued common stock, par
value $0.01 per share, pursuant to the Plan. All other
provisions of the Plan will remain as previously authorized by
the Commission.
The Plan provides that participants may elect to: (1)
automatically reinvest dividends received on all of their shares
of common stock; or (2) automatically reinvest dividends received
on less than all of their shares of common stock 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.
The shares of common stock purchased on behalf of the
participants will be either previously issued shares purchased on
the open market or in privately negotiated transactions or newly
issued shares purchased directly from the Company.
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 will consist of the twelve trading days
immediately preceding the investment date. 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.
Optional cash investments in excess of $3,000 per month
may be made pursuant to a waiver granted at the sole discretion
of the Company based on the Company's consideration of relevant
factors as defined in the Plan. The Plan also provides that in
connection with requests for waiver, the Company may, in its
discretion, establish a minimum price applicable to the relevant
pricing period, as well as a discount. The 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 waiver.
The Plan will continue to be administered by Chase
Mellon Shareholder Services (successor to Mellon Bank, N.A.) or
such successor administrator as Entergy may designate.
