File No. 70-8839
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form U-l/A Post Effective Amendment No. 5
___________________________________
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 Steven C. McNeal
Executive Vice President and Vice President and Treasurer
Chief Financial Officer Entergy Corporation
Entergy Corporation 639 Loyola Avenue
639 Loyola Avenue New Orleans, LA 70113
New Orleans, LA 70113
(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.
Ann G. Roy, Esq.
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, LA 70113
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Items 1 and 2 are hereby amended and restated in their entireties
to read as follows:
Item 1. Description of the Proposed Transactions.
By Orders of the Commission dated June 6, 1996 (HCAR
No. 26541) and March 31, 1997 (HCAR No. 26693), Entergy
Corporation (the "Company"), a registered holding company
under the Public Utility Holding Company Act of 1935, as
amended (the "Act"), whose principal business address is
639 Loyola Avenue, New Orleans, Louisiana 70113 was
authorized to issue and sell up to 30,000,000 shares of
its authorized but unissued common stock, par value $0.01
per share (the "Common Stock") through December 30, 2000
pursuant to the Entergy Corporation Dividend Reinvestment
and Stock Purchase Plan (the "Plan"). The Company also
has the option to direct the Administrator of the Plan to
purchase shares from third parties to fulfill the
requirements of the Plan. Entergy now proposes to extend
its authority to issue and sell shares remaining under the
Plan through June 30, 2006. (As of the date of this
filing, Entergy has 13,139,294 shares authorized to issue
pursuant to the Plan). All transactions under the Plan
will be on the same terms and under the same conditions as
previously authorized by the Commission.
1.2 Participants. All of the Company's shareholders and
any other interested investors may purchase shares of
Common Stock and/or invest all or a portion of their cash
dividends in shares of Common Stock pursuant to the Plan
(each a "Participant"). Registered holders of shares of
Common Stock may participate in the Plan directly, and
beneficial owners may participate by either having their
shares transferred into their own names or directing their
broker, bank or nominee to participate on their behalf.
An interested investor that is not already a shareholder
may become a Participant by making an initial cash
investment of not less than $1,000 nor more than $3,000,
unless granted a waiver of the $3,000 maximum by the
Company as described below. Potential Participants that
reside in jurisdictions in which their participation would
be unlawful will not be eligible to participate in the
Plan.
1.3 Dividend Reinvestment. Participants in the Plan may
elect to have all or a portion of their dividends
reinvested in shares, including fractional shares, of
Common Stock. Those Participants that elect to have only
a portion of their cash dividends reinvested under the
Plan will continue to receive cash dividends on those
shares not participating in the Plan.
1.4 Optional Cash Investments. A Participant may make an
optional cash investment in shares of Common Stock subject
to a minimum of $100 and a maximum of $3,000 per month,
and an interested investor that has not yet become a
Participant may make an initial optional cash investment
of a minimum of $1,000 and a maximum of $3,000. In both
instances, the $3,000 limit may be waived by the Company
pursuant to a written request (a "Request for Waiver").
Optional cash investments may be made by Participants once
each month.
1.5 Purchase Price. Under the Plan, the purchase price
of the newly issued shares will be the weighted average of
the daily high and low sales prices of the Common Stock on
the New York Stock Exchange ("NYSE") during the pricing
period, which consists of the twelve trading days
immediately preceding the investment date; and the
purchase price for shares purchased on the open market
will be the weighted average price paid by the Plan
including brokerage fees and commissions computed up to
seven decimal places, if necessary. The investment date
for any month in which a dividend will be paid will be the
dividend payment date; and, for any other month, the
investment date will be the first calendar day of such
month provided, however, that if either the dividend
payment date or the first calendar day of the month falls
on a day when the NYSE is closed, the investment date will
be the next following day that the NYSE is open. The Plan
must receive funds for optional cash investments no later
than the last business day immediately preceding the first
day of the pricing period for the next following
investment date. Funds received after the last business
day immediately preceding the first day of the pricing
period and before the next succeeding investment date will
be returned to the Participants without interest. All
shares of Common Stock purchased pursuant to the Plan from
third parties will be purchased as soon as practicable on
or after the applicable investment date, and shares
purchased from the Company will be purchased on the
investment date. The shares of Common Stock purchased on
behalf of the Participants to fulfill the requirements of
the Plan will be in the Company's discretion, either
previously issued shares purchased on the open market or
in privately negotiated transactions or newly issued
shares purchased directly from the Company. The decision
whether to allow the Plan to purchase new but unissued
shares or shares on the open market may be made by the
Company only once in any three month period.
1.6 Request for Waiver. An optional cash investment in
excess of the $3,000 per month maximum may be made only
pursuant to a Request for Waiver accepted by the Company.
The Company has sole discretion as to whether to grant any
Request for Waiver. In deciding whether to grant a
Request for Waiver, the Company may consider relevant
factors including, but not limited to, whether the Plan
has been acquiring newly issued shares from the Company or
acquiring shares in the open market or in privately
negotiated transactions from third parties, the Company's
need for additional capital, the attractiveness of
obtaining such additional capital through a sale of Common
Stock as compared to the sources of other funds, the
purchase price likely to apply to a sale of the Common
Stock, the Participants submitting the requests, the
extent and nature of such Participants' prior
participation in the Plan, the number of shares of Common
Stock held of record by such Participants and the amount
of their proposed investments, and the aggregate amount of
optional cash investments in excess of the allowable
maximum that have been submitted by all Participants. If
Requests for Waiver are submitted at any time for an
aggregate investment amount in excess of the amount, if
any, that the Company is then willing to accept, the
Company may grant such Requests for Waiver in the order of
receipt, pro rata or by any other method the Company
determines is appropriate.
1.7 Threshold Price. The Company may also establish, for
each monthly pricing period under the Plan, a minimum
price (the "Threshold Price") applicable to the purchase
of shares directly from the Company pursuant to a Request
for Waiver. If established for any pricing period, the
Threshold Price will be the minimum dollar amount that the
average of the high and low sales prices of the Common
Stock on the NYSE for each trading day of the relevant
pricing period must equal or exceed. In the event the
Threshold Price is not satisfied or no trades are made on
the NYSE for any trading day in the pricing period, then
that trading day and all trading prices for that day will
be excluded in the determination of the purchase price.
Additionally, for each trading day of the pricing period
excluded from the pricing period, one-twelfth of the total
amount of the optional cash investment of each Participant
made pursuant to a Request for Waiver will be returned to
that Participant without interest.
1.8 Waiver Discount. For those purchases of Common Stock
made pursuant to a Request for Waiver, the Company, at
least three business days prior to the first day of the
applicable pricing period, may also establish a discount
from the purchase price applicable to those optional cash
investments (the "Waiver Discount"). The Waiver Discount
may be between 0% and 3% and may vary each month, but once
established will apply uniformly to all optional cash
investments made for that month pursuant to a Request for
Waiver. The Waiver Discount will be established at the
Company's total discretion after a review of current
market conditions, the level of participation in the Plan
and current and projected capital needs. The Company has
no present plans to establish either a discount or minimum
price for optional cash investments of $3,000 or less or
for dividend reinvestments, but reserves the right under
the Plan to do so in the future.
1.9 Administration. The Plan will be administered by
Mellon Bank, N.A., or such successor administrator as the
Company may designate (the "Administrator"). The
Administrator will act as the agent for the Participants,
review records of the accounts of the Participants, send
regular account statements to the Participants and perform
all other administrative duties relating to the Plan.
Shares purchased for each Participant under the Plan will
be held by, and registered in the name of, the
Administrator or its nominee on behalf of each Participant
unless the Participant requests that stock certificates be
issued. Participants may also deposit certificates to be
held by the Administrator for safekeeping for all shares
of Common Stock designated for participation in the Plan.
Upon written request of a Participant or upon withdrawal
from the Plan or termination of the Plan, the
Administrator will have certificates issued and delivered
to the Participant for all shares credited to the
Participant's account. In no event, however, will
certificates be issued for fractional shares. A
Participant will retain all voting rights relative to the
shares of Common Stock held by the Administrator and such
shares will be voted in accordance with the Participant's
instructions. Participants may withdraw from the Plan at
any time upon written notice.
1.10 Use of Proceeds. The Plan will have the effect of
raising additional capital through the direct sale of
Common Stock. Proceeds from the issuance of shares under
the Plan will 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.
1.11 The Plan is set forth in its entirety in the
prospectus included as part of Exhibit
C-1 hereto to which reference is hereby made. The Company
reserves the right (subject to any requisite Commission
approval) to suspend, modify or terminate the Plan at any
time.
1.12 Entergy states that for purposes of Rule
53(a)(1) its "aggregate investment" in EWGs and FUCOs was
approximately $448,143,645, representing approximately
15.2% of Entergy's consolidated retained earnings, as of
September 30, 2000. 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 the Entergy's domestic
public utility subsidiary companies would render services
to affiliated EWG's and FUCO's. 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 incurred or to be
incurred in connection with the transactions proposed herein
will not exceed 5% of the proceeds.
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SIGNATURE
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 CORPORATION
By: /s/ Nathan E. Langston
Nathan E. Langston
Vice President and Chief
Accounting Officer
Dated: December 11, 2000
