File No. 70-9189
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 2
Form U-1
APPLICATION DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Entergy Corporation
639 Loyola Avenue
New Orleans, Louisiana 70113
(Name of company filing this statement and address of principal
executive offices)
Entergy Corporation
(Name of top registered holding company parent of each applicant
or declarant)
Steven C. McNeal
Vice President and Treasurer
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, Louisiana 70113
(Name and address of agent for service)
The Commission is also requested to send copies of any
communications in connection with this matter to:
Ann G. Roy, Esq. William T. Baker, Jr. Esq.
Entergy Services, Inc. Thelen Reid & Priest LLP
639 Loyola Avenue 40 West 57th Street
New Orleans, LA 70113 New York, NY 10019
<PAGE>
Post Effective Amendment No. 1 is amended and restated in its
entirety as follows:
Item I. Description of Proposed Transactions.
By order dated July 10, 1998 in this file (HCAR No. 35-
26895) (the "1998 Order") Entergy Corporation ("Entergy"), a
public utility holding company registered with the Securities
and Exchange Commission ("Commission") under the Public Utility
Holding Company Act of 1935, as amended (the "Act"), was
authorized through December 31, 2008 to issue Options, Restricted
Shares, Performance Shares and Equity Awards shares and, in
connection therewith, to issue or sell up to 12,000,000 shares of
Common Stock to eligible key employees and outside directors
under the 1998 Equity Ownership Plan of Entergy Corporation and
Subsidiaries ("1998 Equity Plan").
The Board of Directors (the "Board") of Entergy has adopted
the Equity Awards Plan as an amendment to the 1998 Equity
Ownership Plan ("2000 Awards Plan," collectively with the 1998
Equity Plan, the "Plans") subject to Commission approval. There
are no material differences between the 2000 Awards Plan and 1998
Equity Plan except that awards granted under the 2000 Awards Plan
will be restricted to those officers and employees of Entergy and
its subsidiaries who are not subject to Section 16b of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
The Board adopted the 2000 Awards Plan to ensure that sufficient
shares are available for grant of awards to provide appropriate
incentives to all key employees (as defined below). In addition,
for those stock options previously awarded under the 1998 Equity
Plan to those employees who are not subject to Section 16 of the
Exchange Act, the Company anticipates that those stock options
will be rescinded and replacement awards granted under the 2000
Awards Plan. These replacement awards will have identical
provisions as the rescinded awards. Once stock options granted
under the 1998 Equity Plan are rescinded, those underlying shares
will then become available for grant under the 1998 Equity Plan.
A. Description of 2000 Awards Plan
Under the 2000 Awards Plan, awards may be granted to certain
designated officers and other personnel ("Key employees") of
Entergy and those companies with respect to which Entergy owns,
or directly or indirectly controls, a majority of the combined
voting power (hereinafter, the "Subsidiaries") and who are not
subject to Section 16 (b) of the Exchange Act. The purpose of
the 2000 Awards Plan is to give Key Employees an opportunity to
acquire shares of the Common Stock, $0.01 par value, of Entergy
("Common Stock"), to more closely tie the interests of Key
Employees to those of Entergy's stockholders, and to reward the
effective leadership of Entergy and the Subsidiaries through the
use of equity incentives. Key Employees are those who, in the
opinion of the Committee (as defined below), have significant
responsibility for the continued growth, development and
financial success of Entergy and the Subsidiaries.
The 2000 Awards Plan provides for several mechanisms for
building the equity holdings of Key Employees. These mechanisms
include: (1) stock options, which may be either nonstatutory
stock options or incentive stock options as provided in Section
422 of the Internal Revenue Code of 1986, as amended ("Options");
(2) shares of Common Stock, which vest over a period of time
("Restricted Shares"); (3) shares of Common Stock which are
awarded upon attainment of specified performance goals
("Performance Shares"); or (4) equity awards in the form of
phantom stock units ("Equity Awards"). The Committee may select
from among these mechanisms when making awards under the 2000
Awards Plan.
A maximum of 30,000,000 shares of Common Stock (not
including the rescinded awards under the 1998 Equity Ownership
Plan), will be available for awards under the 2000 Awards Plan,
subject to adjustment due to stock dividends, stock splits,
recapitalizations, mergers, consolidations or other
reorganizations. Shares of Common Stock awarded under the 2000
Awards Plan may be either authorized but unissued shares or
shares acquired in the open market. Shares of Common Stock
covered by awards which are not earned, or which are forfeited
and Options which expire unexercised, will again be available for
subsequent awards under the 2000 Awards Plan. To the extent that
shares of Common Stock previously held in a participant's name
are surrendered upon the exercise of an Option except for shares
relating to an award which are used to pay withholding taxes,
such shares shall become available for the subsequent awards
under the 2000 Awards Plan.
The Chief Executive Officer, Executive Vice Presidents,
Senior Vice Presidents, and selected Vice Presidents with the
approval of the office of the Chief Executive (Qualifying
Employees) are granted certain benefits under the Plans in the
event of a Change of Control. In addition to providing for
continuation of salary and benefits for a certain period of time
after a Change of Control, this provision provides that
Qualifying Employees will fully vest in all long-term incentives
under the Plans. In addition, all payments will be grossed up to
cover any applicable Federal exercise taxes.
Generally, a Change of Control under the provisions of the
Plans is defined as (i) the purchase or other acquisition by a
person, entity or group of persons, acting in concert within the
meaning of Sections 13 (d), 14 (d) of the Exchange Act, of the
beneficial ownership of 25% or more for either the shares of
common stock outstanding immediately following such acquisition
or the combine voting power of Entergy's voted securities
entitled to vote generally outstanding following such
acquisition; (ii) the consummation or merger or consolidation of
Entergy or any direct or indirect subsidiary of Entergy with any
other corporation unless immediately following the individuals
who comprise the Board immediately prior thereto constitute at
least a majority of the Board, or the board of directors with an
entity surviving such merger or consolidation, or the Board of
Directors of any parent thereof; (iii) the stockholders of
Entergy approve a complete liquidation or similar dissolution or
an agreement is consummated for the sale of disposition for
Entergy of all or substantially all of its assets; (iv) or a
change in the composition of the Board such that during any
period of two consecutive years, individuals who at the beginning
of such a period constitute the Board and any new director whose
appointment or election by the Board or nomination for election
by the Entergy stockholders was approved by a vote of at least
2/3 of the directors still in office who were either directors on
January 2000 or whose appointment or election was previously so
approved cease to constitute a majority thereof.
The Change of Control period commences 90 days prior to and
ending 24 calendar months following a Change of Control.
Generally, Qualifying Employees are entitled to Change of Control
payments (i) if there is a substantial reduction in the nature or
status of his duties or responsibilities, (ii) if there is a
reduction of 5% or more of his annual base rate or salary, (iii)
if he is required to be based outside a location of the
continental United States, (iv) if the Company fails to continue
any compensation plan in which the Qualifying Employee
participates, or (v) if the Company fails to continue to provide
the Qualifying Employee with benefits for substantially similar
of a period of time.
The 2000 Awards Plan will be administered by the Personnel
Committee of the Board or such other committee ("Committee") as
the Board may determine is qualified. The Committee will have
the full power under the 2000 Awards Plan to select from among
eligible Key Employees those individuals to whom awards will be
granted, to grant any combination of awards to any participants
and to determine the specific terms and conditions of each award.
The Committee will also have the exclusive authority to interpret
the 2000 Awards Plan.
For further information concerning the 2000 Awards Plan,
reference is made to Exhibit A-4 hereto.
B. Issuance of Securities
Entergy hereby requests authority from time to time during
the period through December 31, 2010 to grant Options,
Restricted Shares, Performance Shares and Equity Awards pursuant
to the 2000 Awards Plan and, in connection therewith, to issue or
sell up to 30,000,000 shares of Common Stock to eligible Key
Employees under the 2000 Awards Plan.
Entergy intends to register the securities to be issued or
sold under the 2000 Awards Plan under the Securities Act of 1933,
as amended, as soon as practicable following the receipt of the
authorization requested herein.
C. Solicitation of Proxies
Entergy does not believe that the adoption of the 2000
Awards Plan requires the approval of the stockholders. The 1998
Equity Plan provides that the plan may be amended without
shareholder approval unless it is necessary to comply with any
tax, regulatory or Exchange Act requirements. As previously
stated, the 2000 Awards Plan is identical in design and operation
to the 1998 Equity Plan approved by the stockholders in May of
1998 but for its application only to those Key Employees not
subject to Section16b of the Exchange Act. For that reason, the
2000 Awards Plan is not required to be submitted to stockholders.
D. Compliance with Rules 53 and 54.
The proposed transactions are also subject to Rule 54. In
determining whether to approve the issue or sale of a security by
a registered holding company for purposes other than the
acquisition of an EWG or FUCO, or other transactions by such
registered holding company or its subsidiaries other than with
respect to EWGs or FUCOs, the Commission shall not consider the
effect of capitalization or earnings of any subsidiary which is
an EWG or FUCO upon the registered holding company system if Rule
53(a), (b) and (c) are satisfied. In that regard, assuming
consummation of the transactions proposed in this application,
all of the conditions set forth in Rule 53(a) are and will be
satisfied and none of the conditions set forth in Rule 53(b)
exists or, as a result thereof, will exist.
Entergy's "aggregate investment" in EWGs and FUCOs was
approximately representing 40.2% of Entergy's consolidated
retained earnings as of March 31, 2000 was $112,322,020.
Furthermore, Entergy has complied with and will continue to
comply with the record keeping requirements of Rule 53(a)(2)
concerning affiliated EWGs and FUCOs. In addition, as required
by Rule 53(a)(3), no more than 2% of the employees of Entergy's
domestic public utility subsidiary companies would render
services to affiliated EWGs and FUCOs. Finally, none of the
conditions set forth in Rule 53(b), under which the provisions of
Rule 53 would not be available, have been met."
Item 2. Fees, Commissions and Expenses.
The fees, commissions and expenses to be paid or incurred by
Entergy in connection with the transactions described herein are
not expected to exceed $10,000.00 including legal fees estimated
not to exceed $5,000.00 and fees of Entergy Services, Inc.,
estimated not to exceed $3,000.00.
Item 3. Applicable Statutory Provisions.
It is believed that Sections 6(a), 7 of the Act and Rules 23
and 24 thereunder are applicable to the proposed transactions.
Item 5. Procedure.
Entergy hereby requests that the Commission issue its order
approving the issuance by Entergy of the various securities
provided under the 2000 Awards Plan, as described herein, no
later than July 15, 2000. Entergy hereby waives a recommended
decision by a hearing officer or any other responsible officer of
the Commission; agrees that the Staff of the Division of
Investment Management may assist in the preparation of the
Commission's decision; and requests that there be no waiting
periods between the issuance of the Commission's order and the
date upon which it is to become effective.
Item 6. Exhibits and Financial Statements.
(a) Exhibits:
A-4 - 2000 Equity Awards Plans of Entergy Corporation and
Subsidiaries.
F-2 - Opinion of Ann G. Roy, Esq., counsel for Entergy.
H-2 - Suggested form of Notice of Proposed Transactions.
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SIGNATURES
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
Application-Declaration to be signed on its behalf by the
undersigned thereunto duly authorized.
ENTERGY CORPRATION
By: /s/ Steven C. McNeal
Steve C. McNeal
Vice President and
Treasurer
Dated: July 11, 2000
