UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-9C-3
QUARTERLY REPORT PURSUANT TO RULE 58
For the Quarterly Period Ended September 30, 1999
ENTERGY CORPORATION
(a Delaware corporation)
639 Loyola Avenue
New Orleans, Louisiana 70113
Telephone (504) 529-5262
_________________________________________________________________
(Name of registered holding company and address of principal
executive offices)
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<CAPTION>
ITEM 1 - ORGANIZATION CHART
<S> <C> <C> <C> <C> <C>
Name of Energy or Percentage of
reporting gas related Date of State of voting
company company organization organization securities held Nature of business
Entergy Energy May 17, 1995 Delaware a 100% Energy marketing
Power related owned and brokering.
Marketing business subsidiary of
Corp. (EPMC) Entergy
Corporation
Entergy Energy November 3, Delaware a 100% Holding company
Holdings, related 1997 owned investing in
Inc. (EHI) business subsidiary of miscellaneous
(f/k/a Entergy energy related
Entergy Corporation companies.
Business
Solutions,
Inc.)
Entergy Energy January 28, Delaware a 100% Production, sale,
Thermal, LLC related 1999 owned and distribution
(Entergy business subsidiary of of thermal energy
Thermal) EHI products.
Entergy Energy January 28, Delaware a 100% Energy management
Business related 1999 owned services.
Solutions, business subsidiary of
LLC (EBS) EHI
Entergy Energy February 25, Delaware a 100% Holding company
Power related 1999 owned investing in
Holdings USA business subsidiary of qualifying
Corporation Entergy facilities.
(EPH) (new)* Corporation
Entergy Energy February 25, Delaware a 100% Development and
Power RS related 1999 owned ownership of
Corporation business subsidiary of qualifying
(EPRS) EPH facilities.
(new)*
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EPMC Activities
During the quarterly period ended September 30, 1999, EPMC
engaged in the business of brokering and marketing of energy
commodities, including but not limited to electricity, natural or
manufactured gas, and other combustible fuels. These services
were provided to electric utilities, power marketers, electric
and municipal cooperatives, and various other customers.
EHI Activities
During the quarterly period ended September 30, 1999, EHI
acted as a holding company engaged in investment in energy
related companies consistent with Rule 58.
Entergy Thermal Activities
During the quarterly period ended September 30, 1999,
Entergy Thermal was engaged in the process of designing and
constructing a heating and cooling district system in New
Orleans, Louisiana.
EBS Activities
EBS is still in the formative stage of its business, and has
generated immaterial revenue from energy management services as
of the end of the quarterly period ended September 30, 1999.
EPH Activities
During the quarterly period ended September 30, 1999, EPH
was inactive, but in the future intends to act as a holding
company with respect to Entergy Corporation's proposed
investments in "qualifying facilities" (QFs) under the Public
Utility Regulatory Policies Act of 1978 (PURPA).
EPRS Activities
During the quarterly period ended September 30, 1999, EPRS
was inactive, but in the future intends to engage in the
development, acquisition and ownership of a 50% interest in RS
Cogen LLC. RS Cogen LLC will develop, own and operate a 500 MW
cogeneration facility in Louisiana which will be a QF under
PURPA.
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<CAPTION>
ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL
CONTRIBUTIONS
<S> <C> <C> <C> <C> <C> <C> <C>
Company Type of Principal Person to Collateral Consideration
issuing security amount of Issue or Cost of whom security given with received for
security issued security renewal capital was issued security each security
EPH Common N/A Issue N/A Entergy Corp. N/A $1,000
Stock
EPRS Common N/A Issue N/A EPH N/A $1,000
Stock
</TABLE>
Company contributing Company receiving Amount of capital
capital capital contribution
None None N/A
ITEM 3 - ASSOCIATE TRANSACTIONS
Part I - Transactions Performed by Reporting Companies on Behalf
of Associated Companies
Reporting Associate
company company Types of Direct Indirect Total
rendering receiving services costs costs Cost of amount
services services rendered charged charged capital billed
None None N/A -0- -0- N/A -0-
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<CAPTION>
Part II - Transactions Performed by Associated Companies on
Behalf of Reporting Companies
<S> <C> <C> <C> <C> <C> <C>
Associate Reporting
company company Types of Indirect Total amount
rendering receiving services Direct costs costs Cost of billed
services services rendered charged charged capital
Entergy EPMC Professional $ 4,710,977 $ -0- N/A $4,710,977*
Enterprises, services and
Inc.(EEI) back office
support.
EEI EHI Same as above. $ 278,860 $ -0- N/A $ 278,860*
EHI Entergy Same as above. $ 31,785 $ -0- N/A $ 31,785
Thermal
EHI EBS Same as above. $ 125,356 $ -0- N/A $ 125,356
EOSI Entergy Administrative $ 11,358 $ -0- N/A $ 11,358
Thermal /Management
services.
*Includes Entergy Services, Inc. costs of $747,537 and $239,404
for services rendered indirectly through EEI to EPMC and EHI,
respectively.
</TABLE>
<TABLE>
<CAPTION>
ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT
<S> <C> <C>
Investments in energy-related companies:
Total consolidated capitalization as of September 30, 1999 $15,336,119,000 Line 1
Total capitalization multiplied by 15% (line 1 multiplied by 0.15) 2,300,417,850 Line 2
Greater of $50 million or line 2 2,300,417,850 Line 3
Total current aggregate investment:
Energy marketing and brokering (EPMC) 407,500,000
Energy related technical and similar services (EHI) 7,818,760
Development and ownership of QFs (EPH) 2,000
---------------
Total current aggregate investment* 415,320,760 Line 4
---------------
Difference between the greater of $50 million or 15% of
capitalization and the total aggregate investment of the registered
holding company system (line 3 less line 4) $1,885,097,090 Line 5
===============
* Excludes other investments of $2,500,000 included under Item 5
that are excluded from the calculation of "Aggregate Investment"
under rule 58.
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ITEM 5 - OTHER INVESTMENTS
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<CAPTION>
<S> <C> <C> <C>
Major line of energy- Other investment in Other investment in Reason for
related business last U-9C-3 report this U-9C-3 report difference in other investment
Energy marketing and $2,500,000* $2,500,000* N/A
brokering (EPMC)
* EPMC received an order from the Federal Energy Regulatory
Commission on October 12, 1995 determining that EPMC was an
exempt wholesale generator under Section 32 of the Act. On July
29, 1996, EPMC issued and sold 250 shares of common stock to
Entergy Corporation for $2,500,000 pursuant to the financing
exemption set forth in Section 32. EPMC withdrew its exempt
wholesale generator status on March 24, 1997.
</TABLE>
ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS
A. Financial Statements
Filed under confidential treatment pursuant to Rule 104(b).
B. Exhibits
1. Certificate of filing of Form U-9C-3 for the 2nd Quarter of
1999 with interested state commissions and municipal regulator.
2. Memorandum of Understanding between Entergy Operations
Services, Inc. and Entergy Thermal, LLC.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly
authorized.
Entergy Corporation
By: /s/ Nathan E. Langston
Nathan E. Langston
Vice President and Chief
Accounting Officer
Dated: November 29, 1999
Exhibit 1
EXHIBIT - CERTIFICATE OF FILING
A conformed copy of Entergy Corporation's Form U-9C-3 for the quarter
ended June 30, 1999, excluding the information contained in Item 6, part A,
which was filed confidentially with the Securities and Exchange Commission
under Rule 104(b), was filed with the following:
Mary W. Cochran, Esq. Norma K. Scogin, Esq.
Arkansas Public Service Commission Texas Attorney General's Office
1000 Center Street 300 West 15th Street/10th Floor
Little Rock, AR 72201 Austin, TX 78701
Lawrence C. St. Blanc, Secretary Sherry A. Quirk, Esq.
Louisiana Public Service Commission Verner, Liipfert, Bernhard,
Post Office Box 91154 McPherson and Hand
Baton Rouge, LA 70821-9154 901 15th Street, NW / Suite 700
Washington, DC 20005-2301
William Bruce McKinley, Esq. Frank Spencer, Esq.
Mississippi Public Service Commission Assistant Attorney General
Walter Sillers State Office Building Mississippi Attorney General's 550
High Street / 19th Floor Office
Jackson, MS 39215 Post Office Box 22947
Jackson, MS 39225
George W. Fleming, Esq. Mr. James Galloway, Filing Clerk
Mississippi Public Utilities Staff Central Records - PUCT
Post Office Box 1174 1701 N. Congress
Jackson, MS 39215 Austin, TX 78711
Ms. Jacquelyn M. Frick, Director Hon. Emma J. Williams, Clerk of Council
City Council Utilities City of New Orleans
Regulatory Office Room 1E04, City Hall
Room 6E07, City Hall 1300 Perdido Street
1300 Perdido Street New Orleans, LA 70112
New Orleans, LA 70112
Entergy Corporation
By: /s/ Nathan E. Langston
Nathan E. Langston
Vice President and Chief
Accounting Officer
Dated: November 29, 1999
EXHIBIT 2
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding ("MOU") is entered into
effective as of the last date of execution as set forth below
(the "Effective Date") and sets forth the understanding between
Entergy Operations Services, Inc. (hereinafter referred to as
"EOSI") and Entergy Thermal, L.L.C ("ETLLC") regarding the
project planning and development, general management, and other
administrative services to be performed by EOSI relating to
Entergy Thermal's District Energy System currently under
development in New Orleans (the "System")
1) It is the intent of EOSI and ETLLC to enter into a contract
(the "Contract") whereby EOSI will perform certain project
planning, development, management, and other administrative
services (the "Services") relating to ETLLC development and
operations of the System.
2) EOSI and ETLLC shall enter into good faith negotiations in
order to produce the Contract, on terms and conditions acceptable
to each party in its discretion.
3) Both parties shall sign the Contract within 90 days after
the Effective Date (the "Contract Deadline").
4) If the Contract is not fully executed on or prior to the
Contract Deadline, this MOU shall be of no further force or
effect, except that ETLLC shall be obligated to pay EOSI's
reasonable costs (the "Pre-Contract Costs"), subject to the terms
and conditions set forth below, of performing the Pre-Contract
Services (defined below) within thirty (30) days after receipt of
invoice from EOSI.
5) If the Contract is fully executed on or prior to the
Contract Deadline, this MOU shall be of no further force or
effect, and any unpaid Pre-Contract Costs shall be paid within
thirty (30) days after receipt of invoice from EOSI.
6) Each party's obligations under this MOU and the Contract, if
executed, are subject to and shall be governed by any and all
applicable provisions of the Public Utility Holding Company Act
of 1935, including without limitation, the requirement thereunder
that EOSI provide services to ETLLC at cost, without profit or
other mark-up.
7) Prior to the execution of the Contract, EOSI may, as
requested by ETLLC, assist in the following types of activities
("the Pre-Contract Services"):
a) Developing a capital improvement plan for the Charity
Hospital District Energy plant.
b) Developing System operating policies, processes, and
procedures to include maintenance, operations, and environmental
processes and policies.
c) Establishing customer interface processes.
d) Developing safety processes and procedures.
e) Develop System performance reporting.
f) Developing various business systems such as billing
processes.
g) Developing System staffing plans, including position
descriptions, and hiring criteria/screening criteria.
h) Establishing System staff training and development programs.
i) Working with NOVA/TIC and other System contractors to ensure
a smooth transition from construction to operations.
8) The Pre-Contract Costs will be billed on an at-cost basis.
Detail support documentation will accompany all invoices
submitted by EOSI to ETLLC. Any services to be performed by EOSI
personnel must be approved by ETLLC before the services are
provided. Additional expenses will be limited to EOSI's
reasonable out-of-pocket expenses as well as agreed allocations
of overhead-type costs related to performance of the Pre-Contract
Services. EOSI will not incur costs on behalf of ETLLC that
exceed the monthly amounts indicated in the monthly 1999 EOSI
Operations and Maintenance budget, a copy of which is attached
hereto as Attachment A without prior written approval from ETLLC.
9) The Services set forth in the Contract, if executed, shall
contain services similar to the activities identified in the
"Scope of Work" which is attached hereto as Attachment B.
Notwithstanding the foregoing, the parties shall not be bound by
the Scope of Work set forth in Attachment B and specifically
agree that certain services may be added thereto or excluded
therefrom in the course of negotiating the Contract. The parties
further specifically agree that the Services shall be negotiated
on such terms and conditions as to ensure that ETLLC complies
with all of its third-party contractual obligations.10. .
APPROVED AND ACCEPTED ON BEHALF OF
ENTERGY OPERATIONS SERVICES, INC.
By: ___________________________________
Title: ___________________________________
Date: ___________________________________
APPROVED AND ACCEPTED ON BEHALF OF
ENTERGY THERMAL, L.L.C.
By: ___________________________________
Title: ___________________________________
Date: ___________________________________
<PAGE>
ATTACHMENT A
1999 EOSI Operations and Maintenance Budget
Jul-99 Aug-99 Sep-99 Oct-99 Nov-99 Dec-99
Plant Manager 6,667 6,667 6,667 6,667 6,667 6,667
Incentive Amortization 1,000 1,000 1,000 1,000 1,000 1,000
Payroll Taxes 7.7% 590 590 590 590 590 590
Benefits $9,360/Employee/Year 780 780 780 780 780 780
O&M Gen. And Admin. (EOSI) 8,333 8,333 8,333 8,333 8,333 8,333
Mobilization/Startup (EOSI) 16,667 16,667 16,667 16,667 16,667 16,667
----------------------------------------------
Total Pre Contract Cost 34,037 34,037 34,037 34,037 34,037 34,037
----------------------------------------------
<PAGE>
ATTACHMENT B
SCOPE OF WORK<FN1>
Mobilization Items Delivery Dates
Assist ETLLC in meeting all of ETLLC's
contractual obligations related to O&M of
the System. Ongoing
Develop, for approval, a capital
improvement plan for the Charity plant
related to modifications, operations, &
maintenance of the facility. 8/99
Develop job descriptions on all System
personnel. 11/99
Participate in the staffing decisions on
all System personnel to include transition
plan for eventual personnel hired from the
Charity plant & LSU central plant. 1/2000
Develop and maintain a training program for
System staff. 1/2000
Develop and maintain System environmental
compliance and communications policies and
procedures. 2/2000
Develop and maintain an effective System
safety program. 3/2000
Develop and maintain System contingency
planning for uncontrollable events
affecting delivery of steam, chilled water
or interruptible electricity loss 3/2000
Develop and maintain detailed Operational
Plans, Policies and Procedures for the
System. 4/2000
Develop and maintain a System security
policy and procedure. 4/2000
Develop and maintain Maintenance Plans,
Policies, Procedures and Processes for the
System. 5/2000
Develop and maintain System customer
billing processes. 5/2000
Establish Customer Service
interfaces/policies and procedures. 5/2000
Develop awareness of all connected and
contracted customer load facilities. 6/2000
Develop Customer Service performance
levels, response times, service standards,
etc. 6/2000
Develop invoice & remittance processing
procedures utilizing Entergy Corporate 6/2000
Systems.
Oversee & Monitor System equipment testing
and performance measures pre & post
installation 7/2000
Operational Items:
(May be included in EOSI/ETLLC contract agreement)
- - Provide direction and supervision of ETLLC's employees
and/or contractors for the day-to-day System operations.
- - Develop and maintain System asset preservation Plans,
Policies and Procedures.
- - Assist ETLLC in developing the annual and long-term
System expense budget.
- - Assist ETLLC in developing the annual and long-term
System capital budget.
- - Develop, for approval, a set of System Performance
indicators.
- - Maintain key System process performance indicators and
provide monthly and annual System performance reports to
ETLLC.
- - Manage employee performance management processes and
procedures ETLLC System employees.
- - Pre-approve plant O&M invoices for ETLLC's final
approval.
- - Order approved supplies/levels of supplies.
- - Assist in sales initiatives on an as needed basis.
- - Interface with customers and suppliers; promote good
community relations.
- - Facilitate owner's user group committee meetings held
quarterly or on as needed basis.
- - Maintain documentation control of turnover packages
from contractors.
- - Develop the outage maintenance schedule for approval.
- - Implement approved maintenance outages.
- - Utilize Louisiana Job Service and/or other venues to
help ETLLC obtain optimal benefits from the Louisiana sales
tax rebate program.
- - Operate & maintain temporary District Energy services
as required.
- - Procure and maintain Assist ETLLC in procuring and
maintaining required operating permits, licenses, and staff
certifications.
_______________________________
<FN1> This Scope of Work covers following non-comprehensive list
of work required to properly manage the operation and
maintenance of ETLLC's System.
