Exhibit H
PROPOSED FORM OF FEDERAL REGISTER NOTICE
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- )
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Filings under the Public Utility Holding Company Act of 1935, as amended ("Act")
August , 2000
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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
August __, 2000 to the Secretary, Securities and Exchange Commission,
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 August __, 2000, the application(s) and/or declaration(s),
as filed or as amended, may be granted and/or permitted to become effective.
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ENTERGY CORPORATION, (70-[ ])
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Entergy Corporation ("Entergy"), a registered holding company, whose
principal executive offices are at 639 Loyola Avenue, New Orleans, LA 70113, has
filed an Application or Declaration pursuant to Sections 9(a), 10, 12(b), 12(c),
13(b) and 32(h)(4) of the Act and Rule 45, 46 and 54 thereunder. Entergy's
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 235,000 retail gas customers in portions of Louisiana.
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Entergy also engages through subsidiaries in various other
energy-related and non-utility businesses. One of these subsidiaries, Entergy
Power Marketing Corp. ("EPMC"), an "energy-related company" within the meaning
of Rule 58, engages in marketing and trading of physical and financial energy
commodities in wholesale and retail markets throughout the United States,
subject to certain conditions.
Entergy states that, on May 26, 2000, it entered into an agreement
with Koch Energy, Inc. ("Koch"), an unaffiliated, privately-held diversified
company, to form a new Delaware limited partnership to be called Entergy-Koch,
LP ("Entergy-Koch"). Entergy-Koch will be the vehicle through which Entergy and
Koch will combine certain discrete non-utility energy assets of the two
companies and their respective subsidiaries. Specifically, subject to receiving
any necessary regulatory approvals, Entergy will contribute to Entergy-Koch its
ownership interest in EPMC, and Koch will contribute to Entergy-Koch its
ownership interest in its energy trading and marketing subsidiary, Koch Energy
Trading, Inc. ("KET"). EPMC and KET will thereupon be combined to form a single
new energy marketing and trading company (referred to as "Trading Company"). In
addition, the agreement contemplates that Koch will contribute to Entergy-Koch
the common stock of its wholly-owned subsidiary, Koch Gateway Pipeline Company
("Gateway Pipeline"), which owns and operates an interstate natural gas pipeline
system and related gas gathering and storage facilities. Gateway Pipeline will
remain a separate subsidiary of Entergy-Koch.
Koch and Entergy and certain of their affiliates have also agreed to
form a joint venture under the laws of the United Kingdom ("UK Venture"), to
which Entergy will contribute certain assets of Entergy Trading & Marketing,
Ltd. ("ET&M"), a wholly-owned subsidiary of Entergy Power Development
Corporation ("EPDC"). EPDC, a "foreign utility company" ("FUCO") under Section
33, is a direct wholly-owned subsidiary of Entergy that holds investments in
foreign power development projects. EPDC formed ET&M in 1998 principally to
trade energy commodities in order to manage the fuel supply and power sales
risks of certain FUCOs owned by Entergy in the United Kingdom. Entergy and Koch
may acquire and hold their interests in the UK Venture through Entergy-Koch or
as a separate venture.
Entergy states that the contributions to Entergy-Koch and to the UK
Venture will be made pursuant to the terms of a Contribution Agreement. In
addition to the assets and interests described above, the Contribution Agreement
contemplates that the parties will also make contributions of cash to the
ventures in amounts that will equalize (or "true-up") the values of the
interests in EPMC, KET, Gateway Pipeline and ET&M. It is also contemplated that
Entergy, indirectly through a non-utility subsidiary, will purchase certain
energy accounts receivable created by KET and then contribute those receivables
to Entergy-Koch as a means to equalize Entergy's and Koch's investments.
Entergy represents that it is not proposing to transfer or contribute
any assets of the Entergy Operating Companies to either venture and that
Entergy's participation in the two ventures will not have any effect on the
Entergy Operating Companies or on the rates or credit ratings of the Entergy
Operating Companies. The Entergy Operating Companies will not have an ownership
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interest, directly or indirectly, in either venture and will not extend credit
to or assume or become liable for any debts or obligations of either venture.
Entergy states that all of the transactions relating to the formation
of Entergy-Koch and the UK Venture and the intermediate entities that will hold
Entergy's ownership interests in the ventures, the transfer of the Entergy
assets and the additional contributions of cash will be carried out in
accordance with the authorization that this Commission has heretofore granted by
order dated June 22, 1999 (Holding Co. Act Release No. 27039). In this
proceeding, Entergy is requesting approval for (a) Entergy to invest, from time
to time through December 31, 20005, indirectly through Entergy-Koch or any other
nonutility company up to $1.2 billion in specified types of energy-related,
non-utility assets ("Energy-Related Assets"), including, initially, the stock of
Gateway Pipeline; (b) the expansion of the energy marketing and brokering
activities of Trading Company and of any other energy marketing affiliate of
Entergy to include marketing and brokering of energy commodities in Canada; (c)
the issuance of guaranties and other forms of credit support by Entergy-Koch on
behalf or for the benefit of its or the UK Venture's direct and indirect
subsidiaries; (d) the declaration and payment of dividends out of capital or
unearned surplus by Entergy-Koch and its direct and indirect subsidiaries; and
(e), to the extent not otherwise permitted or exempt under the Commission's
rules, the sale of goods and services by and between Entergy-Koch's subsidiaries
and the Entergy Operating Companies and the nonutility subsidiaries of Entergy.
Entergy states that it will fund its cash contributions to
Entergy-Koch and purchases of energy receivables created by KET (which will
immediately be contributed to Entergy-Koch), as well as any future acquisitions
of or investments in Energy-Related Assets using available cash and/or the
proceeds of financings previously authorized by the Commission or as authorized
in other future proceedings. Accordingly, Entergy is not requesting authority in
this proceeding to issue any additional securities.
Entergy states that Energy-Related Assets would include, without
limitation, natural gas production, gathering, processing, storage and
transportation facilities and equipment, liquid oil reserves and storage
facilities, and associated facilities, that would be incidental to and would
assist the Trading Company or any other energy marketing and brokering
subsidiary of Entergy. Initially, Entergy proposes to acquire, indirectly
through Entergy-Koch, the stock of Gateway Pipeline to be contributed to
Entergy-Koch by Koch. Gateway Pipeline (formerly United Gas Pipe Line Company)
owns and operates an interstate natural gas pipeline system that is engaged in
gathering, storage and transportation of gas from the producing areas in Texas,
Louisiana and the Gulf of Mexico, offshore Alabama and Mississippi. Gateway
Pipeline owns approximately 9,000 miles of interstate pipeline (including both
transportation and gathering lines), 31 compressor stations, and two gas storage
facilities.
In the future, Entergy proposes to acquire or construct other similar
Energy-Related Assets through new or existing subsidiaries (including
Entergy-Koch). Such Energy-Related Assets (or equity securities of companies
owning such assets) may be acquired for cash or in exchange for stock or other
securities of Entergy, or any combination of the foregoing. If common stock of
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Entergy is used as consideration in connection with an acquisition of
Energy-Related Assets, the market value thereof on the date of issuance will be
counted against the proposed Investment Limitation. The principal amount or
stated amount of any other securities issued as consideration will also be
counted against the proposed Investment Limitation. Under no circumstances will
Entergy acquire, directly or indirectly, any assets or properties that would
cause the owner or operator thereof to be considered an "electric utility
company" or "gas utility company" as defined under the Act.
Entergy, on behalf of Trading Company (into which EPMC will be merged)
and any other energy marketing and trading companies that it may hereafter
acquire pursuant to Rule 58 or otherwise, requests authority to engage in
marketing and brokering activities in Canada (in addition to the United States)
and requests that the Commission reserve jurisdiction over such activities
outside of the United States and Canada pending completion of the record.
Entergy-Koch has requested authority to provide guaranties and other
forms of credit support or enhancements on behalf or for the benefit of its or
the UK Venture's direct and indirect subsidiaries (collectively, "Credit
Support") from time to time through December 31, 2005, in an aggregate amount at
any time outstanding not to exceed $2 billion, in addition to Credit Support
that is exempt under Rules 45(b) and 52(b), provided that any Credit Support
outstanding on December 31, 2005 shall terminate or expire in accordance with
its terms.
It is contemplated that Gateway Pipeline will continue to provide, as
it currently does, gas transportation and ancillary services to Entergy
Operating Companies in accordance with the terms of open-access tariffs on file
with the Federal Energy Regulatory Commission. Other subsidiaries of
Entergy-Koch (including Trading Company) may from time to time sell electricity
and gas to, and purchase electricity and gas from, Entergy Operating Companies.
It is not contemplated that the Entergy Operating Companies will sell any
significant property, equipment or goods to Entergy-Koch or its subsidiaries.
Entergy-Koch, on behalf of itself and its subsidiaries, requests
authority to sell energy commodities other than electricity and natural gas to
Entergy Operating Companies, including but not limited to oil, coal and risk
management services and products, and, in connection therewith, requests an
exemption under Section 13(b)(2) from Rules 90 and 91 permitting it to charge
market prices determined without regard to Entergy-Koch's cost for any such
goods or services. Entergy states that all such transactions will be in
compliance with the terms of the settlement agreement entered into in October
1992 between the Entergy Operating Companies and the state regulatory
commissions (other than the Louisiana Public Utility Commission ("LPUC")) in
Entergy's service area and the affiliate interest conditions approved by the
LPUC in May 1993 (collectively, the "Settlement Agreements"), which this
Commission also approved by order dated June 22, 1999 (Holding Co. Act Release
No. 27040).
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