Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM S-3
AND POST-EFFECTIVE AMENDMENT NO. 1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_________________________
Entergy Corporation
(Exact name of registrant as specified in its charter)
_________________________
State of Delaware 13-5550175
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
639 Loyola Avenue
New Orleans, Louisiana 70113
(504) 529-5262
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
_________________________
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, Louisiana 70113
New Orleans, Louisiana 70113 (504) 576-4308
(504) 576-4301
LAURENCE M. HAMRIC, Esq.
ANN G. ROY, Esq.
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, Louisiana 70113
(504) 576-2095
(Names, addresses, including zip codes, and telephone numbers,
including area codes, of agents for service)
_________________________
Approximate date of commencement of proposed sale(s) to the
public: From time to time after the effective date of this
registration statement.
_________________________
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. [X]
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
[ ]
If delivery of the prospectus is expected to be made
pursuant to Rule 434, check the following box. [ ]
_________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to offering price Aggregate Amount of
Securities to be Registered be Registered Per Unit* Offering Price* Registration Fee
<S> <C> <C> <C> <C>
Common Stock ($.01 par value) 20,000,000 $26.5625 $531,250,000 $160,985
shares
</TABLE>
* Estimated solely for the purpose of calculating the
registration fee. The fee is calculated upon the basis of the
average of the high and low price for shares of Common Stock of
the registrant reported on the New York Stock Exchange composite
tape on February 11, 1997.
_________________________
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
This Registration Statement is also a Post-Effective Amendment
No. 1 to the Registrant's Registration Statement on Form S-3 (No.
333-02503) effective June 6, 1996 (the "Prior Registration
Statement"). Pursuant to Rule 429 under the Securities Act of
1933, as amended (the "Act"), the Prospectus included in this
Registration Statement is a combined Prospectus that also relates
to the prior Registration Statement. In accordance with Section
8(c) of the Act, Post-Effective Amendment No. 1 to the prior
Registration Statement shall hereafter become effective
concurrently with the effectiveness of this Registration
Statement.
<PAGE>
PROSPECTUS
ENTERGY CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
Entergy Corporation ("Entergy" or the "Company") hereby
offers participation in its Dividend Reinvestment and Stock
Purchase Plan (the "Plan"). The Plan is designed to provide
Entergy shareholders and other investors with a convenient and
economical method to purchase shares of the Company's common
stock, $.01 par value per share (the "Common Stock"), and to
reinvest all or a portion of their cash dividends in additional
shares of Common Stock. Some of the significant features of the
Plan are as follows:
* Participants may purchase additional shares of Common Stock
by automatically reinvesting all or a portion of their cash
dividends.
* Participants may purchase additional Common Stock by making
optional cash investments of $100 to $3,000 per month or by
making an initial optional cash investment of $1,000 to $3,000.
Optional cash investments in excess of $3,000 may be made with
permission of the Company.
* Common Stock will be purchased by the Administrator directly
from the Company or in open market or privately negotiated
transactions, as determined from time to time by the Company to
fulfill requirements for the Plan. At present, the Company
expects that shares usually will be purchased directly from the
Company.
* Common Stock purchased directly from the Company pursuant to
an optional cash investment of more than $3,000 (with permission
of the Company) may be priced at a discount from recent market
prices (determined in accordance with the Plan) ranging from 0%
to 3%. The discount is initially expected to be 0%, but may be
adjusted by the Company in its discretion at any time. No
discount will be available for Common Stock purchased in the open
market or in privately negotiated transactions.
* Holders of shares currently enrolled in the Company's
Automatic Dividend Reinvestment Plan will be automatically
enrolled in the new Plan.
* Holders of shares in broker or nominee names may participate
in the Plan, in which case, brokers or nominees will reinvest
dividends and make optional cash investments on behalf of
beneficial owners.
Participation in the Plan is entirely voluntary, and
participants may terminate their participation at any time.
Shareholders that do not choose to participate in the Plan will
continue to receive cash dividends, as declared, in the usual
manner.
This Prospectus relates to 20,000,000 shares of Common Stock
offered for purchase under the Plan.
THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS, DEPOSITS
OR OTHER OBLIGATIONS OF A BANK OR SAVINGS ASSOCIATION AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION,
THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is , 1997.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE
ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY
SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO THE REGISTRATION
OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
AVAILABLE INFORMATION
Entergy is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
and in accordance therewith files reports and other information
with the Securities and Exchange Commission (the "Commission").
Information as of a particular date concerning Entergy's
directors and officers, their remuneration, and any material
interest of such persons in transactions with Entergy is
disclosed in proxy statements distributed to shareholders of
Entergy and filed with the Commission. Such reports, proxy
statements and other information filed by Entergy can be
inspected and copied at prescribed rates at the public reference
facilities maintained by the Commission at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549-1004, and at the
following Regional Offices of the Commission: Chicago Regional
Office, Citicorp Center, 500 W. Madison Street, Suite 1400,
Chicago, Illinois 60661 and New York Regional Office, 7 World
Trade Center, 13th Floor, Suite 1300, New York, New York 10048.
The Commission also maintains a Worldwide Web Site that contains
reports, proxy and information statements and other information
regarding reporting companies under the Exchange Act, including
the Company, at http://www.sec.gov. In addition, the Common
Stock is listed on several exchanges and such reports, proxy
statements and other information are available for inspection at
the New York Stock Exchange ("NYSE"), 20 Broad Street, New York,
New York 10005; the Chicago Stock Exchange, 120 S. LaSalle
Street, Chicago, Illinois 60603; and the Pacific Stock Exchange,
301 Pine Street, San Francisco, California 94104.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K filed
pursuant to Section 13 or 15(d) of the Exchange Act for the
fiscal year ended December 31, 1995.
(b) The Company's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1996, June 30, 1996, and
September 30, 1996.
(c) The Company's current Reports on Form 8-K dated
October 11, 1996, November 27, 1996, December 18, 1996,
December 29, 1996, and February 18, 1997.
(d) The description of the Company's Common Stock
contained in its Registration Statement on Form 8-B filed
under Section 12 of the Exchange Act dated February 22,
1994, including any amendment or report filed for the
purpose of updating such description.
In addition, all reports and other documents subsequently
filed by the Company with the Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the offering shall be deemed to
be incorporated by reference in this Prospectus and to be a part
hereof from the date of the filing of such documents (such
documents, and the documents enumerated above, being herein
referred to as "Incorporated Documents," provided however, that
the documents enumerated above or subsequently filed by the
Company pursuant to Section 13, 14 or 15(d) of the Exchange Act
prior to the filing of the Company's next Annual Report on Form
10-K with the Commission shall not be Incorporated Documents or
be incorporated by reference in this Prospectus or be a part
hereof from and after any such filing of an Annual Report on Form
10-K).
Any statement contained in a document incorporated or deemed
to be incorporated herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed
document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Prospectus.
Entergy hereby undertakes to provide without charge to each
person, including any beneficial owner, to whom a copy of this
Prospectus has been delivered, on the written or oral request of
any such person, a copy of any or all of the Incorporated
Documents, other than exhibits to such documents unless such
exhibits are specifically incorporated by reference herein.
Written or oral requests for such copies should be directed to
Mr. Christopher T. Screen, Assistant Secretary, Entergy
Corporation, P. O. Box 61000, New Orleans, Louisiana 70161,
telephone (504) 576-4212.
SUMMARY OF THE PLAN
The following summary description of the Entergy Corporation
Dividend Reinvestment and Stock Purchase Plan (the "Plan") is
qualified by reference to the full text of the Plan which is
contained herein. Terms used in the summary have the meanings
attributed to them in the Plan.
Purpose of Plan The purpose of the Plan is to provide
Entergy shareholders and other investors
with a convenient and economical method
of purchasing shares of Common Stock
and/or investing all or a portion of
their cash dividends in additional shares
of Common Stock. The Plan also provides
the Company a means of raising additional
capital through the direct sale of Common
Stock.
Purchase Price The Plan provides that the shares to be
purchased may be either newly issued
shares acquired from the Company or
shares purchased on the open market or in
privately negotiated transactions from
third parties. Under the Plan, the
purchase price for newly issued shares is
the average of the daily high and low
sales prices of the Common Stock on the
NYSE during a Pricing Period consisting
of the twelve Trading Days preceding the
Investment Date (less any applicable
discount), and for shares purchased on
the open market or in privately
negotiated transactions is the weighted
average price paid for such shares from
third parties on the Investment Date.
The purchase price for shares of Common
Stock purchased pursuant to a Request for
Waiver (as described below) may reflect a
discount of 0% to 3% (the "Waiver
Discount") from the market price.
Plan Limitations Optional cash investments are subject to
a minimum investment of $100 and a
maximum investment of $3,000 per month.
Initial optional cash investments by
investors that are not shareholders of
the Company are subject to a minimum of
$1,000 and a maximum of $3,000. The
$3,000 per month maximum may be waived
only pursuant to a written request
approved by Entergy ("Request for
Waiver").
Optional Cash Optional Cash Investments made pursuant
Investments to a Request for Waiver are not subject
to a predetermined maximum limit on the
amount of the investment or on the
number of shares that may be purchased.
With respect to optional cash investments
in excess of $3,000 made pursuant to a
Request for Waiver, Entergy may, in its
sole discretion, establish each month a
Waiver Discount and a Threshold Price.
The Waiver Discount, which may vary each
month between 0% and 3%, will be
established by Entergy after a review of
current market conditions, the level of
participation, and current and projected
capital needs. The Threshold Price will
be the minimum price applicable to
purchases of Common Stock in a given
month. For each Trading Day during the
Pricing Period on which the Threshold
Price is not satisfied, one-twelfth of a
Participant's optional cash investment
made pursuant to a Request for Waiver
will be returned without interest.
The reinvestment of cash dividends in
additional shares of common stock is not
subject to a maximum limit, but optional
cash investments that do not exceed
$3,000 as well as dividend reinvestments
will not be subject to the Waiver
Discount or to the Threshold Price.
However, the Company reserves the right
to grant a discount and set a minimum
price in the future for such investments
or dividend reinvestments.
Optional cash investments of less than
$100 and that portion of any optional
cash investment that exceeds $3,000,
unless such limit has been waived, will
be returned to the Participant without
interest.
Request for Waiver In deciding whether to approve a Request
for Waiver, the Company will consider
relevant factors including, but not
limited to, whether the Plan is then
acquiring newly issued shares of Common
Stock or acquiring shares through open
market purchases or privately negotiated
transactions, the Company's need for
additional funds, the attractiveness of
obtaining such funds through the sale of
Common Stock under the Plan in comparison
to other sources of funds, the purchase
price likely to apply to any sale of
Common Stock under the Plan, the
Participant submitting the request,
including the extent and nature of such
Participant's prior participation in the
Plan and the number of shares of Common
Stock held of record by such Participant,
and the aggregate amount of optional cash
investments in excess of $3,000 for which
Requests for Waiver have been submitted
by all Participants. If Requests for
Waiver are submitted for any Investment
Date for an aggregate amount in excess of
the amount the Company is then willing to
accept, the Company may honor such
requests in order of receipt, pro rata or
by any other method the Company
determines is appropriate.
Any person who acquires shares of Common
Stock through the Plan and resells them
shortly before or after acquiring them
may be considered to be an underwriter
within the meaning of the Securities Act
of 1933, as amended (the "Securities
Act"). The Company expects that certain
persons will acquire shares of Common
Stock pursuant to a Request for Waiver
and resell such shares in order to obtain
the financial benefit of any Waiver
Discount then being offered under the
Plan. The Company has no arrangements or
understandings, formal or informal, with
any person relating to a distribution of
shares to be received pursuant to the
Plan. See "Plan of Distribution and
Underwriters".
Number of Shares Initially, 10,000,000 shares of Common
Offered Stock were authorized to be issued and
registered under the Securities Act for
offering pursuant to the Plan. The
Company expects to continue the Plan
indefinitely, and has authorized to be
issued and registered pursuant to the
Securities Act, an additional 20,000,000
shares for offering pursuant to the Plan.
THE PLAN
The following questions and answers explain and constitute
the Entergy Corporation Dividend Reinvestment and Stock
Purchase Plan, as in effect beginning July 1, 1996.
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide Entergy
shareholders and other investors with a convenient and
economical method to purchase shares of Common Stock
and to reinvest all or a portion of their cash
dividends in additional shares of Common Stock. In
addition, the Plan will provide the Company with a
means of raising additional capital for general
corporate purposes through sales of Common Stock under
the Plan. Whether significant additional capital is
raised may be affected, in part, by the Company's
decision to waive the limitations applicable to
optional cash investments and, in part, by the
Company's decision to sell newly issued shares of
Common Stock to fulfill the requirements of the Plan.
See Question 13 regarding the Company's criteria for
granting a Request for Waiver.
PARTICIPATION OPTIONS
2. What options are available under the Plan?
Registered holders or beneficial owners of
Common Stock and other interested investors may elect
to participate in the Plan (each a "Participant").
Participants may have cash dividends on all or a
portion of their shares automatically reinvested in
Common Stock. Even if they do not reinvest dividends,
Participants may make optional cash investments to
purchase Common Stock, subject to a minimum investment
of $100 and a maximum investment of $3,000 per month.
Interested investors that are not shareholders of the
Company may make an initial optional cash investment in
Common Stock of not less than $1,000 and not more than
$3,000. In certain instances, however, Entergy may
permit greater optional cash investments. See Question
12 regarding optional cash investments and Question 13
regarding a Request for Waiver.
BENEFITS AND DISADVANTAGES
3. What are the benefits and disadvantages of the
Plan?
Benefits
* The Plan provides Participants the opportunity to
automatically reinvest cash dividends on all or a portion of
their Common Stock in additional shares of Common Stock.
* In addition to reinvestment of dividends, eligible
shareholders may purchase additional shares of Common Stock
pursuant to optional cash investments of not less than $100 and
not more than $3,000 per month. Optional cash investments may be
made occasionally or at regular intervals, as the Participants
desire. Participants may make optional cash investments even if
dividends on their shares are not being reinvested under the
Plan.
* Persons not presently shareholders of the Company may become
Participants by making an initial cash investment of not less
than $1,000 and not more than $3,000 (except with the consent of
the Company) to purchase shares of Common Stock under the Plan.
* Shares purchased directly from the Company under the Plan
pursuant to a Request for Waiver may be issued at a discount to
the market price without payment of brokerage commissions.
Initially, optional cash investments of less than $3,000 and
dividend reinvestments will not be subject to a discount, but the
Company reserves the right to grant a discount in the future.
* Dividends and any optional cash investments will be fully
invested because the Plan permits fractional shares to be
credited to Participants' accounts. Dividends on whole and on
fractional shares may be reinvested in additional shares and such
shares will be credited to Participants' accounts. See Question
7.
* Participants will avoid the need for safekeeping of
certificates for shares of Common Stock credited to their Plan
accounts and may submit for safekeeping certificates held by them
and registered in their name. See Questions 15 and 16.
* Participants that are registered holders may direct the
Administrator to sell or transfer all or a portion of their
shares held in the Plan. See Question 17.
* Periodic statements reflecting all current activity in Plan
accounts, including purchases, sales and latest balances, will
simplify record keeping for registered holders. See Question 18.
Disadvantages
* Participants may not be able to depend on the availability
of a market discount regarding shares acquired under the Plan.
Initially, no discount may be established for the purchase of
shares directly from the Company, and the granting of a discount
for one month will not insure the availability of a discount or
the same discount in future months. Each month, the Company may
lower or eliminate the discount without prior notice to
Participants. The Company may also, without prior notice to
Participants, change its determination as to whether Common Stock
will be purchased by the Administrator directly from the Company
or in the open market or in privately negotiated transactions
from third parties (although the Company may not effect such a
change more than once in any three month period). See Question
13.
* Participants that reinvest cash dividends will be treated
for federal income tax purposes as having received a dividend on
the dividend payment date; such dividend may give rise to a
liability for the payment of income tax without providing
Participants with immediate cash to pay such tax when it becomes
due. See Question 20.
* Participants will not know the actual number of shares
purchased under the Plan until after the Investment Date. See
Question 11 regarding the timing of the purchase of shares.
* The purchase price per share will be an average price and,
therefore, may exceed the price at which shares are trading on
the Investment Date when the shares are issued. See Questions 11
and 12 regarding the purchase price of the shares.
* Execution of sales of shares held in the Plan may be subject
to delay. See Questions 12 and 17.
* No interest will be paid on funds held by the Company
pending reinvestment or investment. See Questions 12 and 14.
* Shares deposited in a Plan account may not be pledged until
the shares are withdrawn from the Plan. See Question 26.
ADMINISTRATION
4. Who will administer the Plan?
The Plan will be administered by Mellon Bank,
N.A. or such successor administrator as Entergy may
designate (the "Administrator"). The Administrator
acts as agent for Participants, keeps records of the
accounts of Participants, sends regular account
statements to Participants, and performs other duties
relating to the Plan. Shares purchased for each
Participant under the Plan will be held by the
Administrator and will be registered in the name of the
Administrator or its nominee on behalf of the
Participants, unless and until a Participant requests
that a stock certificate for all or part of such shares
be issued, as more fully described in Question 15. The
Administrator also serves as dividend disbursement
agent, transfer agent, and registrar for the Common
Stock. Correspondence with the Administrator should be
sent to:
ChaseMellon Shareholder Services
P. O. Box 750
Pittsburgh, Pennsylvania 15230
or, if using overnight courier service:
ChaseMellon Shareholder Services
Commerce Court
4 Station Square
Third Floor
Pittsburgh, Pennsylvania 15219
or call: (800) 451-7392
PARTICIPATION
5. Who is eligible to participate?
A "registered holder" (which means a
shareholder whose shares of Common Stock are registered
in the stock transfer books of Entergy in his or her
name) or a "beneficial owner" (which means a
shareholder whose shares of Common Stock are registered
in a name other than his or her name, for example, in
the name of a broker, bank or other nominee), may
participate in the Plan. A registered holder may
participate in the Plan directly; a beneficial owner
must either become a registered holder by having such
shares transferred into his or her name or by making
arrangements with his or her broker, bank or other
nominee to participate in the Plan on the Participant's
behalf. In addition, an interested investor that is
not a shareholder may participate in the Plan by making
an initial optional cash investment in Common Stock of
not less than $1,000 or more than $3,000 unless granted
a Request for Waiver (in which case such initial
investment may exceed $3,000). See Question 6
regarding enrollment.
The right to participate in the Plan is not
transferable to another person apart from a transfer of
the underlying shares of Common Stock. Entergy
reserves the right to exclude from participation in the
Plan persons who utilize the Plan to engage in
short-term trading activities that cause aberrations in
the trading volume of the Common Stock.
Participants residing in jurisdictions in
which their participation in the Plan would be unlawful
will not be eligible to participate in the Plan.
ENROLLMENT
6. How does an eligible holder of Common Stock or any
other interested investor enroll in the Plan and become
a Participant?
All holders of shares of Common Stock that
are currently enrolled in the Entergy Corporation
Automatic Dividend Reinvestment Plan will automatically
become Participants in the new Plan, and their
investment election will remain the same unless they
submit a new Authorization Card to the Administrator.
Each eligible registered holder may enroll in
the Plan and become a Participant by completing and
signing an Authorization Card (enclosed herein) and
returning it to the Administrator at the address set
forth in Question 4. An Authorization Card may also be
obtained at any time upon request from the
Administrator at the same address. If shares are
registered in more than one name (e.g., joint tenants,
trustees), all registered holders of such shares must
sign the Authorization Card exactly as their names
appear on the account registration.
Eligible beneficial owners must instruct
their brokers, banks or other nominees in whose name
their shares are held to participate in the Plan on
their behalf. If a broker, bank or other nominee holds
shares of beneficial owners through a securities
depository, such broker, bank or other nominee may also
be required to provide a Broker and Nominee Form (a
"B/N Form") to the Administrator in order to
participate in the optional cash investment portion of
the Plan. See Question 12.
An interested investor that is not presently
a shareholder of the Company, but desires to become a
Participant by making an initial investment in Common
Stock, may join the Plan by signing an Authorization
Card and forwarding it, together with such initial
investment, to the Administrator at the address set
forth in Question 4. See Question 12 regarding initial
optional cash investments.
7. What does the Authorization Card provide?
The Authorization Card appoints the
Administrator as the Participant's agent for purposes
of the Plan and directs the Administrator to apply to
the purchase of additional shares of Common Stock all
of the cash dividends on the specified number of shares
of Common Stock owned by the Participant on the
applicable Record Date and designated by the
Participant to be included in the Plan; and to reinvest
automatically cash dividends on whole and fractional
shares of Common Stock that have been credited to the
Participant's account pursuant to dividend reinvestment
or optional cash investment that have been designated
to be included in the Plan. The Authorization Card
also directs the Administrator to purchase additional
shares of Common Stock with any optional cash
investments that the Participant may elect to make.
The Authorization Card provides for the
purchase of additional shares of Common Stock through
the following investment options:
(1) "Full Dividend Reinvestment"
This option directs the Administrator to
invest in accordance with the Plan all cash
dividends on all whole or fractional shares of
Common Stock then or subsequently registered in
the Participant's name. This option also permits
the Participant to make optional cash investments
and directs the Administrator to apply such
investments towards the purchase of additional
shares of Common Stock in accordance with the
Plan.
(2) "Partial Dividend Reinvestment"
This option directs the Administrator to
invest in accordance with the Plan all cash
dividends on the specified number of whole or
fractional shares of Common Stock then registered
in the Participant's name and so designated in the
appropriate space on the Authorization Card. If
this option is selected, the Participant will
continue to receive cash dividends in the usual
manner on all shares of Common Stock that have not
been designated for participation in the Plan.
This option also permits the Participant to make
optional cash investments and directs the
Administrator to apply such investments towards
the purchase of additional shares of Common Stock
in accordance with the Plan.
(3) "Optional Cash Investments Only"
This option permits a Participant to
make optional cash investments and directs the
Administrator to apply such investments towards
the purchase of additional shares of Common Stock
in accordance with the Plan. If this option is
selected, unless the Participant designates that
such additional shares for participation in the
Plan, the Participant will continue to receive
cash dividends on all shares of Common Stock
registered in his or her name in the usual manner,
and the Administrator will apply only optional
cash investments received from the Participant
towards the purchase of additional shares of
Common Stock.
Any one of the above three options may be
selected. In each case, cash dividends will be
reinvested on all shares designated for participation
in the Plan until the Participant specifies otherwise
or withdraws from the Plan altogether, or until the
Plan is terminated.
Any Participant who returns a properly
executed Authorization Card to the Administrator
without electing an investment option will be enrolled
as having selected Full Dividend Reinvestment.
8. When will participation in the Plan begin?
Participation as to dividend reinvestment
will commence with the next Investment Date after
receipt of the Authorization Card, provided it is
received by the Administrator on or before the Record
Date for the payment of the dividend. Participation as
to optional cash investments will commence with the
next Investment Date, provided the Authorization Card
and the funds to be invested are received by the close
of business on the last business day immediately
preceding the first day of the Pricing Period for the
next succeeding Investment Date. See Question 9 below
and Appendix I to determine the applicable Pricing
Period and Investment Date. Should the funds to be
invested arrive after the time indicated above and
before the next succeeding Investment Date, such funds
will be returned to the Participant, without interest.
Eligible shareholders and other interested
investors may enroll in the Plan at any time. Once
enrolled, a Participant will remain enrolled until the
Participant discontinues participation or until the
Company terminates the Plan. See Question 19 regarding
withdrawal from the Plan and Question 26 regarding
termination of the Plan.
PURCHASES
9. When will shares be acquired under the Plan?
If shares are being acquired for the Plan
directly from the Company, dividends and optional cash
investments will be reinvested or invested, as the case
may be, on the dividend payment date during a month in
which a cash dividend is paid and, in any other month,
on the first calendar day of such month (in either
case, the "Investment Date"). However, if either the
dividend payment date or such first calendar day falls
on a date when the NYSE is closed, the Investment Date
will be the first day following such date on which the
NYSE is open.
If shares are being acquired for the Plan
through open market or privately negotiated
transactions, all dividends and all optional cash
investments will be applied to the purchase of Common
Stock pursuant to the Plan as soon as practicable on or
after the applicable Investment Date.
In the past, record dates for dividends on the
Common Stock have preceded the dividend payment dates
by approximately three weeks. Dividend payment dates
historically have occurred on or about the 1st day of
each March, June, September, and December. This past
pattern with respect to timing of dividend record dates
and payment dates is expected to be followed generally
in the future. Please see Appendix I for information
with respect to Pricing Periods, Investment Dates,
Record Dates, and other market data.
Dividends are paid as and when declared by the
Company's Board of Directors. There can be no
assurance as to the declaration or payment of a
dividend, and nothing contained in the Plan obligates
Entergy to declare or pay any such dividend on Common
Stock. The Plan does not represent a guarantee of
future dividends.
10. What is the source of shares to be purchased under the
Plan?
All dividends reinvested through the Plan and all
optional cash investments will be used to purchase
either newly issued shares directly from Entergy or
shares on the open market or in privately negotiated
transactions from third parties, or a combination of
both. Shares purchased directly from Entergy will
consist of authorized but unissued shares of Common
Stock.
11. At what price will shares be purchased ?
All shares purchased directly from Entergy with
reinvested dividends or optional cash investments will
be acquired at a price to the Participant of the
average of the daily high and low sales prices computed
up to seven decimal places, if necessary, of the Common
Stock as reported on the NYSE for the twelve Trading
Days (as defined below) immediately preceding the
applicable Investment Date. A "Trading Day" means a
day on which trades in Common Stock are reported on the
NYSE. The period encompassing the first twelve Trading
Days immediately preceding the next following
Investment Date constitutes the relevant "Pricing
Period."
All shares purchased by the Administrator from
third parties will be acquired as soon as practicable
on or after the applicable Investment Date at a price
to the Participant of the weighted average purchase
price for such shares, including brokerage fees and
commissions, computed up to seven decimal places, if
necessary, paid by the Administrator for the Common
Stock.
Shares purchased pursuant to a Request for Waiver
may be subject to a Threshold Price and a Waiver
Discount as more fully described in Question 13 below.
12. How are optional cash investments made?
All registered holders, including brokers, banks
and nominees with respect to shares registered in their
name on behalf of beneficial owners that have submitted
signed Authorization Cards are eligible to make
optional cash investments at any time.
A broker, bank or nominee, as holder on behalf of
a beneficial owner, may utilize an Authorization Card
for optional cash investments unless it holds the
shares in the name of a securities depository. In that
event, the optional cash investment must be accompanied
by a Broker and Nominee Form ("B/N Form").
The B/N Form provides the sole means whereby a
broker, bank or other nominee holding shares on behalf
of beneficial owners in the name of a securities
depository may make optional cash investments on behalf
of such beneficial owners. In such case, the broker,
bank or other nominee must use a B/N Form for
transmitting optional cash investments on behalf of the
beneficial owners. A B/N Form must be delivered to the
Administrator at the address specified in Question 4
each time that such broker, bank or other nominee
transmits optional cash investments on behalf of the
beneficial owners. B/N Forms will be furnished by the
Administrator upon request.
Other interested investors that are not
shareholders of the Company, but have submitted
Authorization Cards, are also eligible to make an
initial investment in Common Stock through an optional
cash investment.
The Administrator will apply all optional cash
investments for which good funds are received on or
before the first business day before the Pricing Period
to the purchase of shares of Common Stock on the next
following Investment Date, or if shares are acquired on
the open market or in privately negotiated
transactions, as soon as practicable on or after such
Investment Date.
No interest will be earned on optional cash
investments held pending investment. The Company
suggests therefore that any optional cash investment a
Participant wishes to make be sent so as to reach the
Administrator as close as possible to the first
business day preceding the Pricing Period for the next
following Investment Date. Any questions regarding
these dates should be directed to the Administrator at
the address or telephone number set forth in Question
4.
All optional cash investments received by the
Administrator after the close of business on the last
business day immediately preceding the first day of the
Pricing Period and before the next succeeding
Investment Date will promptly be returned to the
Participant without interest.
Participants should be aware that since
investments under the Plan are made as of specified
dates, one may lose any advantage that otherwise might
be available from being able to select the timing of an
investment. Neither the Company nor the Administrator
can assure a profit or protect against a loss on shares
of Common Stock purchased under the Plan.
All optional cash investments made by check should
be made payable to Mellon Bank, N.A. and mailed to
Mellon at the address listed in Question 4. Other
forms of payment, such as wire transfers, may be made,
but only if approved in advance by the Administrator.
Inquiries regarding other forms of payments and all
other written inquiries should be directed to the
Administrator at the address listed in Question 4.
13. What limitations apply to optional cash investments?
Minimum/Maximum Limits. For any Investment Date,
optional cash investments made by shareholders of the
Company are subject to a minimum of $100 and a maximum
of $3,000, and optional cash investments made by
interested investors who are not then shareholders of
the Company are subject to a minimum initial investment
of $1,000 and a maximum of $3,000. See Question 9
regarding the determination of Investment Dates for
optional cash investments. Optional cash investments
of less than the allowable monthly minimum amount and
that portion of any optional cash investment that
exceeds the allowable monthly maximum amount will be
returned promptly to Participants without interest,
except as noted below.
Request for Waiver. Optional cash investments in
excess of $3,000 per month may be made only pursuant to
a Request for Waiver accepted by the Company.
Participants who wish to submit an optional cash
investment in excess of $3,000 for any Investment Date
must obtain the prior written approval of the Company
and a copy of such written approval must accompany any
such optional cash investment. A Request for Waiver
should be directed to the Company via facsimile at
(504)576-5000. The Company has sole discretion to
grant any approval for optional cash investments in
excess of the allowable maximum amount. In deciding
whether to approve a Request for Waiver, the Company
will consider relevant factors including, but not
limited to, whether the Plan is then acquiring newly
issued shares directly from the Company or acquiring
shares in the open market or in privately negotiated
transactions from third parties, the Company's need for
additional funds, the attractiveness of obtaining such
additional funds through the sale of Common Stock as
compared to other sources of funds, the purchase price
likely to apply to any sale of Common Stock, the
Participant submitting the request, the extent and
nature of such Participant's prior participation in the
Plan, the number of shares of Common Stock held of
record by such Participant and the aggregate amount of
optional cash investments in excess of $3,000 for which
Requests for Waiver have been submitted by all
Participants. If Requests for Waiver are submitted for
any Investment Date for an aggregate amount in excess
of the amount the Company is then willing to accept,
the Company may honor such requests in order of
receipt, pro rata or by any other method that the
Company determines to be appropriate. With regard to
optional cash investments made pursuant to a Request
for Waiver, the Plan does not provide for a
predetermined maximum limit on the amount that a
participant may invest or on the number of shares that
a participant may purchase.
Entergy reserves the right to modify, suspend or
terminate participation in the Plan by otherwise
eligible registered holders or beneficial owners of
Common Stock for any reason whatsoever including
elimination of practices that are not consistent with
the purposes of the Plan.
Threshold Price. Entergy may establish for any
Pricing Period a minimum price (the "Threshold Price")
applicable to optional cash investments made pursuant
to Requests for Waiver. At least three business days
prior to the first day of the applicable Pricing
Period, Entergy will determine whether to establish a
Threshold Price, and if a Threshold Price is
established, its amount, and will so notify the
Administrator. This determination will be made by
Entergy in its discretion after a review of current
market conditions, the level of participation in the
Plan, and current and projected capital needs.
If established for any Pricing Period, the
Threshold Price will be stated as a dollar amount that
the average of the high and low sale prices of the
Common Stock on the NYSE for each Trading Day of the
relevant Pricing Period must equal or exceed. In the
event that the Threshold Price is not satisfied for a
Trading Day in the Pricing Period, then that Trading
Day will be excluded from the Pricing Period and all
trading prices for that day will be excluded from the
determination of the Purchase Price. A day will also
be excluded if no trades of Common Stock are made on
the NYSE for that day. Thus, for example, if the
Threshold Price is not satisfied for three of the
twelve Trading Days in a Pricing Period, then the
purchase price will be based upon the remaining nine
Trading Days in which the Threshold Price was
satisfied.
In addition, a portion of each optional cash
investment will be returned for each Trading Day of a
Pricing Period in which the Threshold Price is not
satisfied or for each day in which no trades of Common
Stock are reported on the NYSE. The returned amount
will equal one-twelfth of the total amount of such
optional cash investment (not just the amount exceeding
$3,000) for each Trading Day that the Threshold Price
is not satisfied. Thus, for example, if the Threshold
Price is not satisfied or no such sales are reported
for three of the twelve Trading Days in a Pricing
Period, 3/12 (i.e., 25%) of such optional cash
investment will be returned to the Participant without
interest.
The establishment of the Threshold Price and the
possible return of a portion of the investment applies
only to optional cash investments made pursuant to a
Request for Waiver. Setting a Threshold Price for a
Pricing Period shall not affect the setting of a
Threshold Price for any subsequent Pricing Period. For
any particular month, Entergy may waive its right to
set a Threshold Price. Neither Entergy nor the
Administrator shall be required to provide any written
notice to Participants as to the Threshold Price for
any Pricing Period. Participants may, however,
ascertain whether a Threshold Price has been set or
waived for any given Pricing Period by telephoning
Entergy at (504) 576-2191.
Waiver Discount. Each month, at least three
business days prior to the first day of the applicable
Pricing Period, Entergy may establish a discount from
the market price applicable to optional cash
investments made pursuant to a Request for Waiver.
Such discount (the "Waiver Discount") may be between 0%
and 3% of the purchase price and may vary each month,
but once established will apply uniformly to all
optional cash investments made pursuant to a Request
for Waiver for that month. The Waiver Discount will be
established in Entergy's sole discretion after a review
of current market conditions, the level of
participation in the Plan, and current and projected
capital needs. Participants may obtain the Waiver
Discount applicable to the next Pricing Period by
telephoning Entergy at (504) 576-2191. Setting a
Waiver Discount for a particular month shall not affect
the setting of a Waiver Discount for any subsequent
month. The Waiver Discount will apply to the entire
optional cash investment and not just the portion of
such investment that exceeds $3,000. The Waiver
Discount will apply only to optional cash investments
of $3,000 or more, but the Company reserves the right
to establish, in the future, a discount from the market
price for reinvestment of cash dividends and optional
cash investments of $3,000 or less .
14. What if a Participant has more than one account?
For the purpose of the limitations discussed in
Question 13, Entergy may aggregate all dividend
reinvestments and optional cash investments for
Participants with more than one account using the same
social security or taxpayer identification number. For
Participants unable to supply a social security or
taxpayer identification number, their participation may
be limited by Entergy to only one Plan account.
Also for the purpose of such limitations, all Plan
accounts that Entergy believes to be under common
control or management or to have common ultimate
beneficial ownership may be aggregated. Unless Entergy
has determined that reinvestment of dividends and
optional cash investments for each such account would
be consistent with the purposes of the Plan, Entergy
will have the right to aggregate all such accounts and
to return, without interest, within thirty days of
receipt, any amounts in excess of the investment
limitations applicable to a single account received in
respect of all such accounts.
CERTIFICATES
15. Will certificates be issued for share purchases?
All shares purchased pursuant to the Plan will be
held together in the name of the Administrator or its
nominee and credited to each individual account in
"book entry" form. This service protects against the
loss, theft, or destruction of certificates evidencing
shares. Upon written request of a Participant or upon
withdrawal of a Participant from the Plan or upon
termination of the Plan, the Administrator will have
certificates issued and delivered for all full shares
credited to that Participant's account. Certificates
will be issued only in the same names as those enrolled
in the Plan. In no event will certificates for
fractional shares be issued. See Questions 16 and 17.
16. May a Participant add shares of Common Stock to his or
her account by transferring stock certificates that the
Participant possesses ?
Any Participant may send to the Plan for
safekeeping all Common Stock certificates which such
Participant holds. The safekeeping of shares offers the
advantage of protection against loss, theft or
destruction of certificates as well as convenience, if
and when shares are sold through the Plan. All shares
represented by such certificates will be kept for
safekeeping in "book entry" form and combined with any
full and fractional shares then held by the Plan for
the Participant.
To deposit certificates for safekeeping under the
Plan, a Participant must submit a letter of
transmittal, which will be provided by the
Administrator upon request. Stock certificates and the
letter of transmittal as well as all written inquiries
about the safekeeping service should be directed to the
Administrator at the address listed in Question 4.
Shares deposited for safekeeping may be withdrawn
by the Participant by submitting a written request to
the Administrator.
SALE OF SHARES
17 . Can Participants sell shares held under the Plan ?
Participants may request that all or a portion of
the shares held in their accounts by the Plan
(including shares held for safekeeping) be sold.
Following receipt of written instructions from a
Participant, the Administrator will sell, through an
independent broker or institution, those shares and
will remit a check for the proceeds of such sale, less
applicable brokerage commissions, service charges and
any taxes. Prior written instructions from the
Participant must be received at least 48 hours
preceding the sale. Shares will be sold at least once
per week by the Plan at then current market prices in
transactions carried out through one or more brokerage
firms. This procedure for selling shares may be
particularly attractive to holders of small amounts of
Common Stock because the Plan can combine odd lots and
small numbers of shares into larger blocks to be sold,
and thereby take advantage of lower brokerage costs
that otherwise might not be available to individual
Participants in the sale of their shares. No shares
will be issued or sold between the fourth business day
prior to a dividend record date and the following
dividend payment date.
REPORTS
18. What reports will be sent to Participants in the Plan?
Unless a Participant participates in the Plan
through a broker, bank or nominee, each Participant
will receive from the Administrator a detailed
statement of the Participant's account following each
dividend payment and account transaction. These
detailed statements will show total cash dividends
received, total optional cash investments received,
total shares purchased (including fractional shares),
price paid per share, and total shares held in the
Plan. These statements should be retained by the
Participant to determine the tax cost basis for shares
purchased pursuant to the Plan. Any Participant that
participates in the Plan through a broker, bank or
nominee, should contact such party for such a
statement.
WITHDRAWAL
19. How may Participants withdraw from the Plan?
A Participant may terminate enrollment in the Plan
by giving written notice to the Administrator, and
thereafter all cash dividends on shares owned by such
Participant will be sent to the Participant. In order
to terminate participation prior to the usual dividend
payment dates in March, June, September or December,
written notice must be received by the Record Date for
the payment of such dividend. Upon termination, stock
certificates for any full shares will be issued in the
Participant's name or, upon receipt of written
instructions, shares will be sold for the Participant.
See Question 17. Any fractional shares held in the
Plan at the time of termination will be converted to
cash on the basis of the then current market price of
the Common Stock. No shares will be issued or sold
between the fourth business day prior to a dividend
record date and the following dividend payment date.
TAXES
20. What are the federal income tax consequences of
participating in the Plan?
A Participant will be treated for federal income
tax purposes as having received dividend income equal
to the fair market value of the shares acquired with
reinvested dividends pursuant to the Plan. For federal
income tax purposes, the fair market value of shares
acquired with reinvested dividends under the Plan will
be equal to 100% of the average of the high and low
sale prices of Common Stock as reported on the NYSE on
the Investment Date. The fair market value on the
Investment Date is likely to differ from the purchase
price. A Participant's tax basis in the dividend shares
will equal the fair market value on the Investment
Date.
Participants will be treated as having received a
dividend, upon the purchase of shares with an optional
cash investment, in an amount equal to the excess, if
any, of the fair market value of the shares acquired on
the Investment Date over the optional cash investment.
Such shares will have a tax basis equal to the amount
of the investment plus the excess, if any, of the fair
market value of the shares purchased over the amount of
the investment. The fair market value on an Investment
Date is likely to differ from the purchase price for
the Pricing Period immediately preceding the related
Investment Date (which is used to determine the number
of shares acquired).
When a Participant receives certificates for whole
shares credited to the Participant's account under the
Plan, the Participant will not realize any taxable
income. However, a Participant that receives a cash
adjustment for a fraction of a share may realize a gain
or loss with respect to such fraction. A gain or loss
may also be realized by the Participant whenever whole
shares are sold, either pursuant to the Participant's
request, upon withdrawal from the Plan or after
withdrawal from the Plan. The amount of such gain or
loss will be the difference between the amount that the
Participant realizes for the shares or fraction of a
share and the tax basis of the Participant in the
shares.
A Participant's holding period for shares acquired
pursuant to the Plan will begin on the day following
the Investment Date.
In the case of corporate shareholders, dividends
may be eligible for the dividends-received tax
deduction.
The foregoing is only a summary of the federal
income tax consequences of participation in the Plan
and does not constitute tax advice. This summary does
not reflect every possible outcome that could result
from participation in the Plan and, therefore,
Participants are advised to consult their own tax
advisors with respect to the tax consequences
applicable to their particular situation.
OTHER PROVISIONS
21. What happens if a Participant sells or transfers shares
of stock or acquires additional shares of stock?
If a Participant has elected to have dividends
automatically reinvested in the Plan and subsequently
sells or transfers all or any part of the shares
registered in the Participant's name, automatic
reinvestment will continue as long as shares are
registered in the name of the Participant or held for
the Participant by the Administrator or until
termination of enrollment. Similarly, if a Participant
has elected the "Full Dividend Reinvestment" option
under the Plan and subsequently acquires additional
shares registered in the Participant's name, dividends
paid on such shares will automatically be reinvested
until termination of enrollment. If, however, a
Participant has elected the "Partial Dividend
Reinvestment" option and subsequently acquires
additional shares that are registered in the
Participant's name, dividends paid on such shares will
not be automatically reinvested under the Plan. See
Question 7. Participants may, however, change their
dividend reinvestment elections by submitting new
Authorization Cards.
22. How will a Participant's shares be voted ?
For any meeting of shareholders, each Participant
will receive proxy materials in order to vote all
shares held by the Plan for the Participant's account.
All shares will be voted as designated by the
Participant or may be voted in person at the meeting of
shareholders.
23. Who pays the expenses of the Plan?
Participants will have to pay their pro rata share
of any brokerage fees or commissions on shares of
Common Stock purchased for their account in the open
market or in privately negotiated transactions, which
sums will first be 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 to
purchase Common Stock directly from the Company.
However, the Administrator will charge an
administrative fee for optional cash investments and on
sales of shares made pursuant to the Plan. This fee
will vary depending on whether the transaction is
initiated by a registered holder or through a broker,
bank or other nominee that holds shares through a
securities depository. These fees, as well as any
related brokerage commissions and applicable stock
transfer taxes must be paid to the Administrator at the
time of the transaction, and will be deducted from the
funds received by the Administrator in the case of
optional cash investments and from the proceeds, in the
case of sale of shares. The Administrator may also
charge Participants for additional services not
provided under the Plan or for other specified charges.
Any of such administrative fees may be changed by the
Administrator at any time, without notice to
Participants. Participants may obtain a current
listing of all applicable administrative fees by
contacting the Administrator at the address or
telephone number listed in Question 4 above. Brokers
or nominees that participate on behalf of beneficial
owners for whom they are holding shares may also charge
such beneficial owners fees in connection with such
participation, for which neither the Administrator nor
the Company will be responsible.
24. What are the responsibilities of Entergy or the
Administrator under the Plan ?
Neither Entergy nor the Administrator will be
liable for any act done in good faith or for any good
faith omission to act, including, without limitation,
any claims of liability arising out of a failure to
terminate a Participant's account upon such
Participant's death or adjudication of incompetence
prior to the receipt of notice in writing of such death
or adjudication of incompetence, the prices at which
shares are purchased for the Participant's account, the
times when purchases are made or fluctuations in the
market value of the Common Stock. Neither Entergy nor
the Administrator has any duties, responsibilities or
liabilities except as expressly set forth in the Plan
or as imposed by applicable laws, including, without
limitation, federal securities laws.
The Participant should recognize that the Company
cannot assure a profit or protect against a loss on the
shares purchased by a Participant under the Plan.
25. What happens if Entergy issues a stock dividend or
declares a stock split?
Any Common Stock distributed by Entergy as a
result of a stock dividend or a stock split on shares
held under the Plan for a Participant will be credited
to the Participant's account, but the Administrator may
curtail or suspend any other transaction processing for
a short period of time following the record date for
such action to permit the Administrator to calculate
the number of shares to be added to each account.
26. If Entergy has a rights offering related to the Common
Stock, how will a Participant's entitlement be
computed?
A participant's entitlement in a rights offering
related to the Common Stock will be based upon the
number of whole shares credited to the Participant's
account. Rights based on a fraction of a share
credited to a Participant's Plan account will be sold
for that account and the net proceeds will be invested
as an optional cash payment on the next Investment
Date. In the event of a rights offering, transaction
processing may be curtailed or suspended by the
Administrator for a short period of time following the
record date for such action to permit the
Administrator to calculate the rights allocable to each
account.
27. May shares in a Participant's account be pledged?
No shares credited to a Participant's account may
be pledged and any such purported pledge will be void.
If a Participant wishes to pledge shares, those shares
must be withdrawn from the Plan.
28. May a Participant transfer all or a part of the
Participant's shares held in the Plan to another
person?
A Participant may transfer ownership of all or
part of his or her shares held in the Plan through
gift, private sale or otherwise, by mailing to the
Administrator at the address in Question 4 a properly
executed stock assignment, along with a letter with
specific instructions regarding the transfer and both
an Authorization Card and a Form W-9 (Certification of
Taxpayer Identification Number) completed by the
transferee. Requests for transfer of shares held in
the Plan are subject to the same requirements as the
transfer of Common Stock certificates, including the
requirement of a medallion signature guarantee on the
stock assignment. The Administrator will provide
Participants with the appropriate forms upon request.
If any stock certificates bearing a restrictive legend
are contained in the Participant's Plan account, the
Administrator will comply with the provisions of such
restrictive legend before effecting a sale or transfer
of such restricted shares.
A Participant may also transfer all or a portion
of his or her shares into an account established for
another person within the Plan. In order to effect
such a "book-to-book" transfer, the transferee must
complete an Authorization Card to open a new account
within the Plan. (See Question 7). The Authorization
Card should be sent to the Administrator along with a
written request to effect the "book-to-book" transfer
indicating the number of shares to be transferred to
the new account.
29. May the Plan be changed or terminated?
While the Plan is intended to continue
indefinitely, Entergy reserves the right to amend,
modify, suspend or terminate the Plan at any time.
Participants will be notified in writing of any
modifications made to the Plan.
THE COMPANY
Entergy is incorporated in Delaware and is a registered public
utility holding company under the Public Utility Holding Company
Act of 1935. Entergy does not own or operate any significant
assets other than those of its subsidiaries. Entergy owns all
the outstanding common stock of five domestic retail operating
electric utility subsidiaries, Entergy Arkansas, Inc. (formerly
Arkansas Power & Light Company), Entergy Gulf States, Inc.
(formerly Gulf States Utilities Company), Entergy Louisiana, Inc.
(formerly Louisiana Power & Light Company), Entergy Mississippi,
Inc. (formerly Mississippi Power & Light Company) and Entergy New
Orleans, Inc. (formerly New Orleans Public Service Inc.). These
companies provide electric service to approximately 2.4 million
customers in Arkansas, Louisiana, Mississippi, Tennessee and
Texas. In addition, gas service is also provided in the Baton
Rouge and New Orleans, Louisiana areas. Another wholly owned
subsidiary, CitiPower Ltd., is an electric distribution company
serving Melbourne, Australia, and surrounding suburbs. Other
principal subsidiaries include Entergy Power, Inc., Entergy
Integrated Solutions, Inc. and System Energy Resources, Inc.
through which Entergy provides wholesale electricity to
affiliated companies and other utilities and markets its energy
expertise worldwide.
USE OF PROCEEDS
The proceeds to Entergy from the issuance of shares of
Common Stock pursuant to the Plan will be used for general
corporate purposes.
INDEMNIFICATION UNDER THE SECURITIES ACT
The Certificate of Incorporation and bylaws of the Company
contain certain provisions to indemnify its directors and
officers against liability incurred by them as a result of their
service in those capacities. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to
directors, officers or persons controlling the Company pursuant
to the foregoing provisions, Entergy has been informed that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is therefore
unenforceable.
COMMON STOCK DIVIDENDS AND PRICE RANGE
Entergy has paid cash dividends on its Common Stock in the
following amounts per share for the quarterly periods listed
below:
1995
First quarter $0.45
Second quarter $0.45
Third quarter $0.45
Fourth quarter $0.45
1996
First quarter $0.45
Second quarter $0.45
Third quarter $0.45
Fourth quarter $0.45
The following table shows the high and low sales prices of
the Common Stock for each quarterly period listed below.
HIGH LOW
1995
First quarter 24 3/4 20
Second quarter 25 1/2 20 7/8
Third quarter 26 1/8 23 5/8
Fourth quarter 29 1/4 26
1996
First quarter 30 3/8 26 3/8
Second quarter 28 1/2 25 1/4
Third quarter 28 5/8 24 7/8
Fourth quarter 29 26 3/4
The last reported sale price of Common Stock on the NYSE on
February 11, 1997 was per share.
As of December 31, 1996, there were approximately 203,505
holders of Common Stock.
PLAN OF DISTRIBUTION AND UNDERWRITERS
Pursuant to the Plan, Entergy may be requested to approve
optional cash investments in excess of the allowable maximum
amounts pursuant to Requests for Waiver on behalf of Participants
that may be engaged in the securities business. In deciding
whether to approve such a request, Entergy will consider relevant
factors including, but not limited to, whether the Plan is then
acquiring newly issued shares of Common Stock or acquiring shares
through open market purchases or privately negotiated
transactions, the Company's need for additional funds, the
attractiveness of obtaining such funds by the sale of Common
Stock under the Plan in comparison to other sources of funds, the
purchase price likely to apply to any sale of Common Stock, the
Participant submitting the request, including the extent and
nature of such Participant's prior participation in the Plan and
the number of shares of Common Stock held of record by such
Participant, and the aggregate number of Requests for Waiver that
have been submitted by all Participants. Persons who acquire
shares of Common Stock through the Plan and resell them shortly
after acquiring them, including coverage of short positions,
under certain circumstances, may be participating in a
distribution of securities that would require compliance with
Rule 10b-6 under the Exchange Act and may be considered to be
underwriters within the meaning of the Securities Act. Entergy
will not extend to any such person any rights or privileges other
than those to which it would be entitled as a Participant, nor
will Entergy enter into any agreement with any such person
regarding such person's purchase of such shares or any resale or
distribution thereof. Entergy may, however, approve requests for
optional cash investments by such persons in excess of allowable
maximum limitations. If such requests are submitted for any
Investment Date for an aggregate amount in excess of the amount
Entergy is willing to accept, Entergy may honor such requests in
order of receipt, pro rata or by any other method which Entergy
determines to be appropriate.
LEGAL MATTERS
Certain legal matters with regard to the Common Stock will
be passed upon by Laurence M. Hamric, General Attorney -
Corporate and Securities, Entergy Services, Inc.
EXPERTS
The consolidated balance sheets as of December 31, 1995 and
1994 and the consolidated statements of income, retained earnings
and paid-in capital, and cash flows and the related consolidated
financial statement schedules for the two years in the period
ended December 31, 1995, incorporated by reference in this
prospectus, have been incorporated herein on reliance on the
reports, which include emphasis paragraphs related to rate-
related contingencies and legal proceedings and a 1995 change of
accounting method for incremental nuclear plant outage
maintenance costs by one of the Corporation's subsidiaries, of
Coopers & Lybrand L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing.
The financial statements as of December 31, 1993,
incorporated in this Prospectus by reference to the Company's
Annual Report on Form 10-K for the year ended December 31, 1995,
have been audited by Deloitte & Touche LLP, independent auditors,
as stated in their reports dated February 11, 1994, also
incorporated by reference herein.
<TABLE>
<CAPTION>
APPENDIX I
(C) (D) (E) (F) (G)
Threshold Price
and Waiver Optional Cash
Expected Discount, if any, Investments Must Pricing Period Investment
Cycle Record Date will be set by be received by Start Date Date
<S> <C> <C> <C> <C> <C>
B N/A March 10, 1997 March 12, 1997 March 13, 1997 April 1, 1997
B N/A April 10, 1997 April 14, 1997 April 15, 1997 May 1, 1997
A May 14, 1997 May 9, 1997 May 13, 1997 May 14, 1997 June 2, 1997
B N/A June 10, 1997 June 12, 1997 June 13, 1997 July 1, 1997
B N/A July 11, 1997 July 15, 1997 July 16, 1997 August 1, 1997
A August 13, 1997 August 11, 1997 August 13, 1997 August 14, 1997 September 2, 1997
B N/A September 10, 1997 September 12, 1997 September 15,1997 October 1, 1997
B N/A October 13, 1997 October 15, 1997 October 16, 1997 November 3, 1997
A November 12, 1997 November 7, 1997 November 11, 1997 November 12, 1997 December 1, 1997
B N/A December 10, 1997 December 12, 1997 December 15, 1997 January 2, 1998
B N/A January 12, 1998 January 14, 1998 January 15, 1998 February 2, 1998
A February 11, 1998 February 6, 1998 February 10, 1998 February 11, 1998 March 2, 1998
B N/A March 11, 1998 March 13, 1998 March 16, 1998 April 1, 1998
B N/A April 10, 1998 April 14, 1998 April 15, 1998 May 1, 1998
A May 13, 1998 May 8, 1998 May 12, 1998 May 13, 1998 June 1, 1998
B N/A June 10, 1998 June 12, 1998 June 15, 1998 July 1, 1998
B N/A July 13, 1998 July 15, 1998 July 16, 1998 August 3, 1998
A August 14, 1998 August 11, 1998 August 13, 1998 August 14, 1998 September 1, 1998
B N/A September 10, 1998 September 14, 1998 September 15, 1998 October 1, 1998
B N/A October 12, 1998 October 14, 1998 October 15, 1998 November 2, 1998
A November 12, 1998 November 9, 1998 November 11, 1998 November 12, 1998 December 1, 1998
B N/A December 10, 1998 December 14, 1998 December 15, 1998 January 4, 1999
B N/A January 11, 1999 January 13, 1999 January 14, 1999 February 1, 1999
A February 10, 1999 February 5, 1999 February 9, 1999 February 10, 1999 March 1, 1999
</TABLE>
A. Optional cash investments and reinvestment of dividends.
B. Optional cash investments only.
C. The Record Date for dividend reinvestment months (indicated
by the letter "A" in the Cycle column) will be established
by the Board of Directors.
D. The Threshold Price and the Waiver Discount, if any, will be
established three business days prior to the first day of
the Pricing Period.
E. Optional cash investments are due by the close of business
on the last business day immediately preceding the first day
of the Pricing Period.
F. The Pricing Period will be the twelve consecutive Trading
Days ending on the Trading Day immediately preceding the
Investment Date.
G. The Investment Date will be the dividend payment date during
a month in which a cash dividend is paid and in any other
month will be the first calendar day of such month,
provided, however, that if either the dividend payment date
or such first calendar day falls on a date when the NYSE is
closed, the Investment Date will be the next succeeding day
on which the NYSE is open.
U. S. EQUITY MARKETS CLOSED
1997 1998 1999
New Years Day January 1 January 1 January 1
Presidents Day February 17 February 16 February 15
Good Friday March 28 April 10
Memorial Day May 26 May 25
Independence Day July 4 July 4
Labor Day September 1 September 7
Thanksgiving Day November 27 November 26
Christmas Day December 25 December 25
<PAGE>
No persons have been authorized to give
any information or to make any
representations other than those Entergy Corporation
contained or incorporated in this
Prospectus and, if given or made, such
information or representations must not ___________, 1997
be relied upon as having been authorized. Common Stock
This Prospectus does not constitute an ($0.01 Par Value)
offer to sell or a solicitation of an
offer to buy any securities other than
those to which it relates, or an offer or
solicitation with respect to those
securities to which it relates to any
persons in any jurisdiction where such
offer or solicitation would be unlawful.
The delivery of this Prospectus at any
time does not imply that the information
contained or incorporated herein at its
date is correct as of any time subsequent
to its date.
TABLE OF CONTENTS
AVAILABLE INFORMATION 3
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE 3
SUMMARY OF PLAN 4 PROSPECTUS
DESCRIPTION OF THE PLAN 6
PURPOSE 6
PARTICIPATION OPTIONS 6
ADVANTAGES AND DISADVANTAGES 6
ADMINISTRATION 7
PARTICIPATION 8 Dividend Reinvestment
ENROLLMENT 8 and Stock Purchase
PURCHASES 10 Plan
CERTIFICATES 14
SALE OF SHARES 14
REPORTS 15
WITHDRAWAL 15
TAXES 15
OTHER PROVISIONS 16
USE OF PROCEEDS 17
INDEMNIFICATION UNDER THE SECURITIES ACT 17
COMMON STOCK DIVIDENDS
AND PRICE RANGE 17
PLAN OF DISTRIBUTION 18
LEGAL MATTERS 18
EXPERTS 18
APPENDIX I A-1
<PAGE>
PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. ESTIMATED
Securities and Exchange Commission $160,985
Printing expense -- Registration Statement and Prospectus 5,000
Transfer Agent and Registrar 32,000
Fees of New York Stock Exchange, Chicago Stock Exchange
and Pacific Stock Exchange for listing 10,000
Legal Fees 7,500
Accountants' Fees 18,000
Miscellaneous Fees and Expenses 5,000
--------
Total $236,485
========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The General Corporation Law of the State of Delaware, as
amended, provides that a corporation may indemnify any person who
was or is a party or is threatened to be a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than action by or in the right of the corporation) by reason of
the fact that he is or was a director, officer, employee or agent
of the corporation or is or was serving at its request in such
capacity in another corporation or business association against
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement, actually and reasonably incurred by
him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interest of the corporation and,
with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
The Certificate of Incorporation and the Bylaws of the
Company provide in effect that the Company shall indemnify its
directors, officers and employees to the extent permitted by The
General Corporation Law of Delaware. In addition, the Company
maintains a directors and officers policy.
ITEM 16. EXHIBITS:
*4.1 Certificate of Incorporation of Entergy
Corporation dated December 31, 1993 (Exhibit A-
1(a) to Rule 24 Certificate in 70-8059).
*4.2 Bylaws of Entergy Corporation effective August 25,
1992 and as presently in effect (Exhibit A-2(a) to
Rule 24 Certificate in 70-8059).
5 Opinion of Laurence M. Hamric, Esq., General
Attorney, Corporate & Securities, Entergy
Services, Inc.
23.(a) Consent of Laurence M. Hamric, Esq. (contained in
Exhibit 5).
23.(b) Consent of Coopers & Lybrand L.L.P.
23.(c) Consent of Deloitte & Touche LLP.
24 Powers of Attorney (see signature page of the
Registration Statement).
* Incorporated in reference.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement;
Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2)That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of New Orleans, Louisiana, on the 19th day of February, 1997.
ENTERGY CORPORATION
By: /s/ William J. Regan, Jr.
William J. Regan, Jr.
Vice President and Treasurer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each officer and/or
director whose signature appears below constitutes and appoints
William J. Regan, Jr., Vice President and Treasurer, Entergy
Corporation, Laurence M. Hamric, Esq., General Attorney -
Corporate and Securities, Entergy Services, Inc., and Ann G. Roy,
Esq., Associate Counsel - Corporate and Securities, Entergy
Services, Inc., his true and lawful attorney-in-fact and agent,
for him, with full power of substitution and resubstitution, for
him and in his name, place and stand, in any and all capacities,
to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to
do and perform each and every act and thing requisite and
necessary to be done, as fully to all interests and purposes as
he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities and on the 19th day of
February, 1997.
SIGNATURE TITLE
/s/ Edwin Lupberger
Edwin Lupberger Chairman of the Board,
Chief Executive Officer and
Director
(Principal Executive Officer)
/s/ Gerald D. McInvale
Gerald D. McInvale Executive Vice President
Chief Financial Officer
(Principal Financial Officer)
Louis E. Buck Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
W. Frank Blount Director
/s/ John A. Cooper, Jr.
John A. Cooper, Jr. Director
/s/ Lucie J. Fjeldstad
Lucie J. Fjeldstad Director
/s/ Norman C. Francis
Norman C. Francis Director
/s/ Robert v.d. Luft
Robert v.d. Luft Director
Kinnaird R. McKee Director
/s/ Paul W. Murrill
Paul W. Murrill Director
/s/ James R. Nichols
James R. Nichols Director
/s/ Eugene H. Owen
Eugene H. Owen Director
/s/ John N. Palmer, Sr.
John N. Palmer, Sr. Director
/s/ Robert D. Pugh
Robert D. Pugh Director
/s/ H. Duke Shackelford
H. Duke Shackelford Director
/s/ Wm. Clifford Smith
Wm. Clifford Smith Director
/s/ Bismark A. Steinhagen
Bismark A. Steinhagen Director
Exhibit 5
February 14, 1997
Entergy Corporation
639 Loyola Avenue
New Orleans, Louisiana 70113
Ladies and Gentlemen:
With respect to the Registration Statement on Form S-3
(Registration No. 333- ) of Entergy Corporation (the
"Company") filed pursuant to the Securities Act of 1933, as
amended, in connection with the proposed issuance and sale
pursuant to the Entergy Corporation Dividend Reinvestment and
Stock Purchase Plan (the "Plan") of 20,000,000 shares of
common stock, $.01 par value (the "Common Stock"), I am of
the opinion that the Company is duly organized and existing
under the laws of Delaware and has the corporate power to
conduct its business and issue the Common Stock.
I am further of the opinion that when the steps
mentioned in the next paragraph below shall have been taken,
(a) all requisite corporate and governmental authorizations
will have been given for the issuance and sale of the Common
Stock (except such governmental authorization as may be
necessary under the Blue Sky laws of the several States as
to which I give no opinion) and (b) the shares of Common
Stock will be validly issued, fully paid and nonassessible.
The steps to be taken as indicated in the preceding
paragraph are:
(1) Authorization of the issuance and sale of the
Common Stock by the Board of Directors and/or a duly
appointed committee and/or authorized officer of the
Company;
(2) Compliance with the Securities Act of 1933, as
amended;
(3) Compliance with the Public Utility Holding Company
Act of 1935, as amended; and
(4) The issuance and sale of the Common Stock for
consideration pursuant to and in accordance with the terms
of the Plan, and in accordance with all such authorizations.
I hereby consent to the filing of this opinion as
Exhibit 5 to the Registration Station.
Very truly yours,
/s/ Laurence M. Hamric
Laurence M. Hamric
Corporate and Securities
Entergy Services, Inc.
EXHIBIT 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
registration statement on Form S-3 of our reports, which
included emphasis paragraphs related to rate-related
contingencies and legal proceedings and a 1995 change of
accounting method for incremental nuclear plant outage
maintenance costs by one of the Corporation's subsidiaries,
dated February 14, 1996 on our audits of the financial
statements and financial statement schedules of Entergy
Corporation as of and for the years ending December 31, 1995
and 1994, which reports are included in the Company's Annual
Report on Form 10-K. We also consent to the reference to
our firm under the caption "Experts".
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
New Orleans, Louisiana
February 17, 1997
EXHIBIT 23(c)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Entergy Corporation on Form S-3 of our reports dated
February 11, 1994, appearing in the Annual Report on Form 10-K of
Entergy Corporation for the year ended December 31, 1995, and to
the reference to us under the heading "Experts" in the
Prospectus, which is incorporated by reference in this
Registration Statement.
/s/Deloitte & Touche LLP
Deloitte & Touche LLP
New Orleans, Louisiana
February 17, 1997
