File No. 70-9049
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-1
AMENDMENT NO. 3
To
APPLICATION-DECLARATION
Under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Entergy Corporation
639 Loyola Avenue
New Orleans, LA 70113
(Name of company filing this statement
and address of principal executive offices)
Entergy Corporation
(Name of top registered holding company parent of
each applicant or declarant)
C. John Wilder Geoffrey D. Roberts
Executive Vice President President
and Chief Financial Officer Entergy Enterprises, Inc.
Entergy Corporation Parkwood Two Building
639 Loyola Avenue 10055 Grogan's Mill Road
New Orleans, LA 70113 Suite 400
The Woodlands, TX 77380
(Names and addresses of agents for service)
The Commission is also requested to send copies of any
communications in connection with this matter to:
Frederick F. Nugent, Esq. Laurence M. Hamric, Esq.
General Counsel Associate General Counsel
Entergy Power Development Entergy Services, Inc.
Corporation 639 Loyola Avenue
Parkwood Two Building New Orleans, LA 70113
10055 Grogan's Mill Road
Suite 400
The Woodlands, TX 77350
Thomas C. Havens, Esq. Kent R. Foster, Esq.
Whitman Breed Abbott & Morgan Entergy Services, Inc.
LLP P.O. Box 8082
200 Park Avenue Little Rock, AR 72203
New York, NY 10166
<PAGE>
Item 1. Description of Proposed Transaction.
1. Section I.B. of Item 1 of the Application-
Declaration in this File, as previously amended, is hereby
further amended and restated to read in its entirety as
follows:
"B. Development of Exempt Projects.
Since 1992, Entergy, through Entergy Enterprises and
certain other non-utility affiliates (Entergy Enterprises and
such affiliates are sometimes referred to herein,
collectively, as "Entergy Wholesale Operations" or "EWO"), has
been actively engaged in the development and acquisition of
domestic and foreign Exempt Projects.<FN3> Entergy's global power
development business is focused on building or acquiring power
generation facilities principally in North America and Europe,
as well as, to a lesser extent, in Latin America. In this
regard, Entergy's management recently announced a $9.8 billion
capital investment plan for 2000-2004 that includes
investments of approximately $3.9 billion in global power
development and approximately $1.7 billion for the acquisition
of nuclear generating facilities from non-affiliates.
Entergy's goal is to create a diversified portfolio of
generating assets by adding 1,500 MW of new electric
generating capacity and acquiring 1,000 MW of nuclear capacity
each year, beginning in 2000.
The most significant of Entergy's existing investments in
Exempt Projects consist of the following:
(1) Entergy Power Development Corporation ("EPDC"), a
wholly-owned subsidiary of Entergy, is a FUCO that develops,
acquires and holds, through various direct and indirect FUCO
subsidiaries, certain of Entergy's investments in FUCOs.
Entergy's aggregate investment in EPDC is approximately $178
million.<FN4> EPDC's FUCO investments currently consist of the
following:
(a) a 20.82% interest, held through its wholly-owned
subsidiary EP Edegel, Inc., in Edegel S.A. ("Edegel"), which
owns five hydroelectric generating stations (with an aggregate
installed capacity of 547 MW), one 260 MW thermal electric
generating station and 576 kilometers of interconnecting
transmission lines near Lima, Peru; Entergy's aggregate
investment in Edegel is approximately $100 million;
(b) a 4.8% interest, held through its wholly-owned subsidiary
Entergy Pakistan, Ltd., in The Hub Power Company, Ltd. ("Hub
Power"), which owns and operates a 1,292 MW steam electric
generating facility in Pakistan; Entergy's aggregate
investment in Hub Power is approximately $14.7 million;
(c) a 25% economic interest, held through its wholly-owned
subsidiary Entergy Power Chile, Inc., in Compania Electrica
San Isidro S.A. ("San Isidro"), which owns and operates a 370
MW combined-cycle electric generating plant located near
Santiago, Chile; Entergy's aggregate investment in San Isidro
is approximately $15.6 million;
(d) a 6% interest, held through its wholly-owned subsidiary
Entergy S.A., in Central Costanera S.A. ("Costanera"), a
company which owns and operates an electric generating station
with a total installed capacity of 1,260 MW located in Buenos
Aires, Argentina, representing an aggregate investment by
Entergy of approximately $10.5 million;
(e) an aggregate 10.86% interest, held through Costanera and
EPDC's wholly-owned subsidiary Entergy Power CBA Holding Ltd.,
in Central Termoelectric Buenos Aires, S.A., which owns a 220
MW gas-fired, combined cycle turbine generator located at the
site of the Costanera power plant in Buenos Aires, Argentina,
representing an aggregate investment by Entergy of
approximately $3.7 million;
(f) a 100% interest, held through its wholly-owned subsidiary
Entergy Power Damhead Creek Holding I, Ltd., in Damhead Creek
Limited ("Damhead Creek"), which will own a 740 MW (nominal)
gas-fired, combined cycle electric generating facility
currently under construction in the County of Kent, England;
Entergy's aggregate investment in Damhead Creek is estimated
to be approximately $52 million; and
(g) a 100% interest, held through its wholly-owned subsidiary
Entergy Power Saltend, Ltd., in Saltend Cogeneration Company
Limited ("Saltend Cogen"), which will own a 1,200 MW (nominal)
gas-fired, combined cycle electric generating facility
currently under construction in the County of Hull, England;
Entergy's aggregate investment in Saltend Cogen is estimated
to be approximately $72 million.
(2) Entergy Nuclear Generation Corporation ("ENGC"), an
indirect wholly-owned subsidiary of Entergy, is an EWG formed
to acquire, own and operate the Pilgrim Nuclear Power Station,
a 670 MW nuclear plant located in Plymouth, Massachusetts,
which ENGC purchased from Boston Edison Company in July 1999.
Entergy's aggregate investment in ENGC is approximately $89
million.
(3) Entergy International Holdings Ltd LLC ("EIH"), a
wholly-owned subsidiary of Entergy, is a FUCO formed to
develop, acquire and hold, through various direct and indirect
FUCO subsidiaries, Entergy's investment in certain FUCOs.
Entergy's aggregate investment in EIH is approximately $535
million (consisting principally of proceeds from the sales in
1998 of Entergy's investments in London Electricity plc and
CitiPower Pty.).
(4) Entergy Power Operations Corporation ("EPOC"), a
wholly-owned subsidiary of Entergy, is a FUCO formed to
provide various operations and maintenance services ("O&M
Services"), directly or indirectly, to affiliated and
non-affiliated power projects. EPOC's wholly-owned subsidiary
Entergy Power Operations Pakistan Ltd. ("EPOP") is a FUCO that
provided O&M Services to Liberty Power, Ltd., which owns a
gas-fired, combined-cycle electric generating facility located
in Pakistan. Two other wholly-owned subsidiaries of EPOC,
Entergy Power Operations U.K. Limited and Entergy Power
Operations Damhead Creek Limited Partnership, were organized
to provide O&M Services to Saltend Cogen and Damhead Creek,
respectively. Entergy's aggregate investment in EPOP is
approximately $500,000.
Reference is hereby made to the relevant Certificates of
Notification on Form U-57, to applications to the Federal
Energy Regulatory Commission (the "FERC") for EWG
determinations and to Entergy's Form U5S for the year ended
December 31, 1999 for further information regarding Entergy's
Exempt Projects."
2. The seventh paragraph of Section I.C. of Item 1 of
the Application-Declaration in this File, as previously
amended, is hereby further amended and restated to read in its
entirety as follows:
"At December 31, 1999, the outstanding amount of
Guarantees provided by Entergy in respect of indebtedness or
other obligations of Exempt Projects was approximately $170
million. Such amount is included in Entergy's total aggregate
investment in Exempt Projects at December 31, 1999, as set
forth above."
Item 2. Fees, Commissions and Expenses.
The fees, commissions and expenses expected to be paid or
incurred, directly or indirectly, in connection with this
Application are estimated to be approximately $50,000,
consisting of fees and disbursements of counsel to Entergy.
Item 6. Exhibits and Financial Statements.
(a) Exhibits:
D-6 - Conformed copy of Letter, dated April
18, 2000, from the ASPC to the Commission,
withdrawing the APSC's Motion to Intervene
in the File
F - Opinion of Counsel to Entergy
<PAGE>
SIGNATURES
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned company has duly
caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
ENTERGY CORPORATION
By: /s/ Steven C. McNeal
Steven C. McNeal
Vice President and Treasurer
Dated: May 15, 2000
_______________________________
<FN3> Pursuant to a Commission order dated June 22, 1999 (the
"June 1999 Order" ), Entergy Enterprises and other non-
utility subsidiaries of Entergy are currently authorized,
among other things, (1) to conduct development activities
with respect to potential investments by Entergy in Exempt
Projects and other non-utility businesses, (2) to provide
management and administrative support services to certain
associate companies, (3) to market intellectual property
developed by other System companies, and (4) to provide
consulting services to certain associate companies and to
non-associate companies, primarily in the areas of power
generation, transmission and distribution and ancillary
operations.
<FN4> Entergy's aggregate investment in EPDC primarily represents
capitalized development costs and proceeds from the sale of
interests in other FUCOs.
EXHIBIT D-6
[LETTERHEAD OF ARKANSAS PUBLIC SERVICE COMMISSION]
April 18, 2000
VIA FAX AND FEDERAL EXPRESS
Jonathan G. Katz, Secretary
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Re: Entergy Corporation
File No. 70-9049
Dear Mr. Katz:
On April 17, 2000, the Arkansas Public Service Commission
entered into a Stipulation and Agreement with Entergy Corp.
with respect to the above-referenced proceeding. For that
reason, the Arkansas Commission hereby withdraws its Motion to
Intervene, Request for Dismissal, or, in the Alternative,
Request for Hearing filed in the above-referenced proceeding
on October 12, 1998.
Sincerely,
/s/ Mary W. Cochran
Mary W. Cochran
General Counsel
MWC:bt
EXHIBIT F
May 15, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Entergy Corporation, et al.
File No. 70-9049
Ladies and Gentlemen:
I am Associate General Counsel of Entergy Services,
Inc. In my capacity as such, I am familiar with the
transactions proposed by Entergy Corporation ("Entergy") as
described in the Application-Declaration on Form U-1, as
amended (the "Application"), filed with the Securities and
Exchange Commission (the "Commission") under the Public
Utility Holding Company Act of 1935, as amended (the "Act") in
the above-referenced File. In the Application, Entergy has
proposed a modification to the condition in Rule 53(a)(1)
under the Act so that Entergy may use the proceeds of
securities to make investments subject to Rule 53 under the
Act in amounts which, when added to Entergy's existing
aggregate investment subject to Rule 53, would not exceed 100%
of Entergy's consolidated retained earnings. Capitalized
terms used herein and not otherwise defined shall have the
meanings set forth in the Application.
In connection with this opinion, I have examined,
among other things, the Application and such other documents,
certificates and corporate records, and such other matters of
law, as I have deemed necessary to form the basis of this
opinion.
The opinions expressed below are subject to the
following assumptions and conditions:
(a) The proposed transactions shall have been duly
authorized and approved, to the extent required by Entergy's
governing documents and applicable state law, by the Board of
Directors of Entergy.
(b) The Commission shall have entered an
appropriate order or orders with respect to the Proposed
Transactions granting the Application and permitting it to
become effective under the Act and the applicable rules and
regulations thereunder.
(c) The Proposed Transactions shall have been
consummated in accordance with the Application and the
order(s) of the Commission issued with respect thereto.
(d) All other laws to which the proposed
transactions are subject shall have been complied with.
Subject to the foregoing, it is my opinion that:
1. All state laws applicable to the transactions
proposed in the Application will have been complied with.
2. Entergy is a corporation duly organized and
validly existing under the laws of the State of Delaware.
3. The consummation of the transactions proposed
in the Application will not violate the legal rights of the
holders of any securities issued by Entergy or any associate
company thereof.
I am a member of the bar of the States of Louisiana
and Texas and of the Commonwealth of Virginia and do not hold
myself out as an expert on the laws of any other state.
I hereby consent to the use of this opinion as an
exhibit to the Application.
Very truly yours,
/s/ Laurence M. Hamric
Laurence M. Hamric
