Exhibit H
Proposed Form of Federal Register Notice
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35-_____)
Filings under the Public Utility Holding Company Act of
1935, as amended ("Act")
October __, 2000
Notice is hereby given that the following filing(s)
has/have been made with the Commission pursuant to
provisions of the Act and rules promulgated thereunder. All
interested persons are referred to the application(s) and/or
declaration(s) for complete statements of the proposed
transaction(s) summarized below. The application(s) and/or
declaration(s) and any amendments thereto is/are available
for public inspection through the Commission's Office of
Public Reference.
Interested persons wishing to comment or request a
hearing on the application(s) and/or declaration(s) should
submit their views in writing by October __, 2000 to the
Secretary, Securities and Exchange Commission, 450 5th
Street, N.W., Washington, D.C. 20549, and serve a copy on
the relevant applicant(s) and/or declarant(s) at the
address(es) as specified below. Proof of service (by
affidavit or, in case of an attorney at law, by certificate)
should be filed with the request. Any request for hearing
shall identify specifically the issues of fact or law that
are disputed. A person who so requests will be notified of
any hearing, if ordered, and will receive a copy of any
notice or order issued in the matter. After October __,
2000, the application(s) and/or declaration(s), as filed or
as amended, may be granted and/or permitted to become
effective.
* * * * * *
ENTERGY CORPORATION (70-[___])
Entergy Corporation, a Delaware corporation
("Entergy"), 639 Loyola Avenue, New Orleans, Louisiana
70113, has filed an application-declaration pursuant to
Sections 6(a), 7, 9(a), 10 and 12(c) of the Public Utility
Holding Company Act of 1935, as amended (the "Act"), and
Rules 46, 52 and 62 thereunder.
Entergy is a registered holding company under the Act.
Its public utility subsidiaries include Entergy Arkansas,
Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc.,
Entergy Mississippi, Inc., and Entergy New Orleans, Inc.
(collectively, the "Entergy Operating Companies"). The
Entergy Operating Companies provide public-utility service
to approximately 2.5 million electric customers in portions
of Arkansas, Louisiana, Mississippi, and Texas and 240,000
retail gas customers in Louisiana. Entergy also owns all of
the voting stock of System Energy Resources, Inc. ("SERI")
which owns and leases an aggregate 90% undivided interest in
Grand Gulf Steam Electric Generating Station (nuclear) and
sells all of the capacity and energy from that interest at
wholesale to its only customers, Entergy Arkansas, Inc.,
Entergy Louisiana, Inc., Entergy Mississippi, Inc., and
Entergy New Orleans, Inc.
Entergy also engages through other subsidiaries in
various other energy-related and non-utility businesses.
Entergy's wholly-owned subsidiary Entergy Services, Inc.
("ESI"), provides management, administrative, accounting,
legal, engineering, and other services primarily to the
Entergy Operating Companies and SERI. Entergy Operations,
Inc. ("EOI"), also a wholly-owned subsidiary of Entergy,
provides nuclear management, operations, and maintenance
services under contract for the nuclear facilities owned, in
whole or in part, by the Entergy Operating Companies and
SERI, subject to the oversight of those companies,
respectively. Entergy Arkansas, Inc., Entergy Louisiana,
Inc., Entergy Mississippi, Inc., and Entergy New Orleans,
Inc. collectively own all of the common stock of System
Fuels, Inc. ("SFI") which implements and manages certain
programs to procure, deliver and store fuel supplies for
those four companies. ESI, EOI, and SFI, and any other
subsidiaries that Entergy is authorized, or is by rule or
exemption permitted to acquire or own whether currently
existing or hereinafter formed to provide operations and
maintenance services to the Entergy Operating Companies are
herein collectively referred to as "Utility Associate Subs."
Entergy has formed several wholly-owned subsidiaries
that provide operations and maintenance services to
nonassociate companies (such subsidiaries, together with any
other subsidiaries which Entergy is authorized or by rule or
exemption permitted to acquire and own, whether currently
existing or hereinafter formed to provide such services, are
herein collectively referred to as "O&M Subs"), including
Entergy Enterprises, Inc. ("EEI"), Entergy Nuclear, Inc.
("ENI"), and Entergy Operations Services, Inc. ("EOSI").
EEI invests in and develops energy and energy-related
projects and businesses on behalf of the Entergy System (as
defined below) companies. ENI operates and manages nuclear
power facilities. EOSI provides consulting services with
respect to, and operates and maintains fossil-fueled
electric and steam generation, transmission and distribution
assets of utility companies, municipalities, and large
commercial and industrial customers in the United States.
Entergy conducts its power marketing and trading
business primarily through another wholly-owned O&M Sub,
Entergy Power Marketing Corp. ("EPMC"). EPMC was formed in
1995 as an "exempt wholesale generator" ("EWG") in order to
engage in the marketing and brokering of electric power at
wholesale.<FN1> Pursuant to a Commission order dated January 6,
1998 (Holding Co. Act Release No. 26812) (the "January 1998
Order"), EPMC relinquished its EWG status and currently
engages in marketing and brokering of energy commodities in
wholesale and retail markets throughout the United States,
subject to certain conditions.<FN2>, <FN3> Under the January 1998
Order, Entergy is authorized to finance the energy marketing
activities of EPMC and to provide guarantees to EPMC. By
further order of the Commission dated June 22, 1999 (Holding
Co. Act Release No. 27039) (the "June 1999 Order"), Entergy
and certain of its non-utility subsidiaries (including EPMC)
were authorized, among other things, to acquire, directly or
indirectly, the securities of one or more non-utility
companies (called "New Subsidiaries") organized to engage in
the previously-authorized service and development activities
of other Entergy non-utility subsidiaries and/or to acquire
and/or finance the acquisition of the securities of one or
more EWGs, "foreign utility companies" ("FUCOs"), "exempt
telecommunications companies" ("ETCs"), "energy-related
companies" within the meaning of Rule 58 ("Rule 58
Companies"), and O&M Subs. New Subsidiaries, EWGs, FUCOs,
ETCs, Rule 58 Companies and other non-utility subsidiaries
of Entergy (including EPMC and the other O&M Subs) which
Entergy is authorized or by rule or exemption permitted to
acquire and own are referred to herein (as they were in the
June 1999 Order) collectively as "Nonutility Companies."
Entergy also has authority from the Commission,
pursuant to a June 13, 2000 order (Holding Co. Act Release
No. 27184), to finance investments in EWGs and FUCOs through
the issuance and sale of debt and equity securities and by
providing related guarantees and credit support to the
extent that its "aggregate investment" (as defined in Rule
53) in EWGs and FUCOs does not exceed 100% of its
"consolidated retained earnings" (as defined in Rule 53).
In addition, under the June 1999 Order, the Commission
authorized Entergy and the Nonutility Companies (1) to
provide guarantees and other forms of credit support or
enhancements to or for the benefit of Nonutility Companies
in an aggregate amount outstanding not to exceed $750
million, to the extent such transactions are not otherwise
exempt; (2) to engage in various types of transactions
designed to consolidate or reorganize under one or more New
Subsidiaries all or part of Entergy's ownership interests in
certain Nonutility Companies and New Subsidiaries; and (3)
to provide operations, administrative and consulting
services to other Nonutility Companies at prices determined
without regard to "cost," subject to specified limitations
and restrictions. Such authority was originally granted
through December 31, 2002. Entergy subsequently filed a
post-effective amendment seeking to increase and extend its
authority under this file. (See Post-effective Amendment
No. 1 filed on June 16, 2000 in Holding Co. Act File No. 70-
9123.) Entergy sought to increase the authorized amount
described in (1) above from $750 million to $2.75 billion
and to extend the period applicable to this authority from
December 31, 2002 to December 31, 2005. The Commission
issued an order granting authority for the increased amount
and the extended period on August 21, 2000 (Holding Co. Act
Release No. 35-27216).
Entergy is currently authorized to finance its
investments in New Subsidiaries and O&M Subs from available
cash resources and from the proceeds of borrowings and
common stock sales authorized in other proceedings.
By order of the Commission dated February 26, 1997
(Holding Co. Act Release No. 26674) (the "February 1997
Order"), Entergy has authority to issue and sell short-term
notes from time to time through December 31, 2002, in an
aggregate principal amount at any time outstanding not to
exceed $500 million. The authority permits Entergy to
borrow pursuant to a credit agreement under which it would
issue unsecured promissory notes payable no later than three
years from the date of issuance to banks participating under
such credit agreement. Entergy may use proceeds from the
borrowings for general corporate purposes, including the
acquisition of shares of its outstanding common stock and
further investments in EWGs and FUCOs and related nonutility
businesses, subject to any necessary further Commission
approvals.
By order of the Commission dated March 25, 1997
(Holding Co. Act Release No. 26693), Entergy also has
authority to issue and sell up to 30 million shares of its
common stock through December 31, 2000 pursuant to its
Dividend Reinvestment and Stock Purchase Plan. Entergy has
filed post-effective amendments seeking to extend the period
applicable to this authority from December 31, 2000 to
December 31, 2005. (See Post-effective Amendment No. 3
filed on June 28, 2000 and Post-effective Amendment No. 4
filed on August 15, 2000, each in Holding Co. Act File No.
70-8839.) Proceeds from the issuance and sale of shares
under this plan are to be used for general corporate
purposes, and subject to any requisite Commission approval,
such purposes may include, but are not limited to,
investments in subsidiaries, repayment of debt and payment
of dividends and interest.
The term "Subsidiaries" means the Entergy
Operating Companies, SERI, the Utility Associate Subs, the
Nonutility Companies, the Finance Subsidiaries (as described
in Item (4) below), and any other subsidiaries which
currently exist that Entergy is authorized by order or
permitted by rule or exemption to acquire or own. Entergy
and the Subsidiaries are sometimes hereinafter collectively
referred to as the "Entergy System."
Entergy is seeking approval for a program of external
financing and other related proposals for the period through
December 31, 2005. Specifically, Entergy is requesting
approval for the following:
(1) Entergy requests authority to issue and sell from
time to time Common Stock (in addition to any
separate authority relating to benefit and
dividend reinvestment plans), Preferred Stock and,
directly or indirectly through one or more Finance
Subsidiaries (as described in (4) below), secured
and/or unsecured long-term indebtedness and other
forms of preferred or equity-linked securities
having maturities of up to 50 years in an
aggregate amount not to exceed $2 billion, and
additional unsecured short-term indebtedness
having maturities of one year or less in an
aggregate principal amount at any time outstanding
not to exceed $1 billion (such request to extend
the authorization period of the February 1997
Order from December 31, 2002 through December 31,
2005, and to increase the aggregate principal
amount at any time outstanding from $500 million
under the February 1997 Order to $1.5 billion).
(2) Entergy requests authority to amend its charter to
authorize its issuance of Preferred Stock and to
solicit proxies in connection with a vote relating
thereto.
(3) Entergy requests authority to enter into hedging
transactions with respect to existing indebtedness
of Entergy and the Subsidiaries in order to manage
and minimize interest rate costs. Entergy also
requests authority to enter into hedging
transactions with respect to anticipatory debt
issuances in order to lock-in current interest
rates and/or manage interest rate risk exposure.
(4) Entergy requests authority (a) to acquire the
equity securities of one or more special-purpose
subsidiaries ("Finance Subsidiaries"), organized
solely to facilitate financing, and (b) to
guarantee the securities issued by such Finance
Subsidiaries, to the extent not exempt pursuant to
Rule 45(b) and Rule 52.
Entergy will use the proceeds from the above financings
for general corporate purposes, including (i) financing, in
part, investments by and capital expenditures of Entergy and
its Subsidiaries, (ii) the repayment, redemption, refunding
or purchase by Entergy of any of its securities pursuant to
Rule 42, and (iii) financing working capital requirements of
Entergy and its Subsidiaries.
_______________________________
<FN1> See Entergy Power Marketing Corp., 73 FERC
161,063 (1995).
<FN2> See Entergy Services, Inc. and Entergy Power
Marketing Corp., 74 FERC 161,137 (1996) (authorizing EPMC
to sell power at market based rates).
<FN3> EPMC will become part of Entergy-Koch L.P., a
joint venture between Entergy Corporation and Koch
Industries, Inc., which will combine Koch Gateway Pipeline
Company's interstate pipeline system and related storage
assets and Koch Energy Trading's marketing and trading of
gas, power and weather derivatives with Entergy's power
marketing and trading businesses. See Holding Co. Act File
No. 70-9723 for further information relating to Entergy-
Koch, L.P.
