File No. 70-7914
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form U-1
Post-Effective Amendment No. 18 to the
APPLICATION-DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Mississippi Power & Light Company
P.O. Box 1640
Jackson, Mississippi 39215-1640
(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)
Donald E. Meiners
President
Mississippi Power & Light Company
P.O. Box 1640
Jackson, Mississippi 39215-1640
(Name and address of agent for service)
The Commission is also requested to send copies of any
communications in connection with this matter to:
Laurence M. Hamric, Esq.
Entergy Services, Inc.
225 Baronne Street
New Orleans, Louisiana 70112
Glenn E. Harder Henderson Hall, Esq.
Vice President-Financial Wise Carter Child & Caraway
Strategies and Treasurer Professional Association
Mississippi Power & Light Company P.O. Box 651
P.O. Box 61000 Jackson, Mississippi 39205
New Orleans, Louisiana 70161
Bonnie Wilkinson, Esq. David P. Falck, Esq.
Reid & Priest Winthrop, Stimson, Putnam
40 West 57th Street & Roberts
New York, New York 10019 One Battery Park Plaza
New York, New York 10004
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Item 1. Description of Proposed Transactions.
Item 1 is hereby amended to add the following to
the end thereof:
"Mississippi Power & Light Company ('Company')
requested authorization in this proceeding, among
other things, to enter into arrangements with one
or more governmental authorities (each an 'Issuer')
for the issuance and sale by the Issuer(s) of not
to exceed $25,000,000 of tax-exempt bonds ('Tax-
Exempt Bonds') in one or more series through
December 31, 1995, and to use the proceeds of such
issuance and sale to refinance outstanding
pollution control revenue bonds issued for the
benefit of the Company. In orders in this
proceeding dated December 19, 1991 (HCAR No.
25432), October 20, 1992 (HCAR No. 25656),
November 13, 1992 (HCAR No. 25675), January 15,
1993 (HCAR No. 25737), July 26, 1993 (HCAR No.
25859) and November 5, 1993 (HCAR No. 25921), the
Securities and Exchange Commission ('Commission')
authorized other aspects of this proceeding and
reserved jurisdiction over arrangements for the
issuance and sale of the Tax-Exempt Bonds.
"The Company now proposes to complete the
record with respect to the issuance and sale of the
Tax-Exempt Bonds and requests the Commission to
authorize such transactions on the terms and
conditions previously described in this proceeding.
The Company does not propose to issue Collateral
Bonds in connection with the issuance of Tax-Exempt
Bonds, and requests that the Commission reserve
jurisdiction over this aspect of the transactions,
as noted in Item 5.
"As noted above, the proceeds to be received
from the issuance and sale of the Tax-Exempt Bonds
will be used to refund outstanding pollution
control revenue bonds. None of such proceeds will
be used to invest directly or indirectly in an
exempt wholesale generator ('EWG') or foreign
utility company, as defined in Section 32 or 33,
respectively, of the Public Utility Holding Company
Act of 1935. The Company will not use any savings
derived from the refunding transaction to acquire
or otherwise invest in an EWG or foreign utility
company.
"Entergy Corporation, through its
subsidiaries, Entergy Power Development Corporation
and Entergy Richmond Power Corporation, has a 50%
interest in a limited partnership, Richmond Power
Enterprises L.P. ('Richmond'), that owns a 250 MW
gas-fired combined cycle independent power plant in
Richmond, Virginia that has been certified by the
Federal Energy Regulatory Commission as an EWG. At
September 30, 1993, the Entergy System's investment
(including equity investment and other contingent
obligations) in Richmond was $12.675 million, which
represents less than 1% of Entergy's predecessor
corporation's total consolidated assets of $15.463
billion, and less than 1% of Entergy's predecessor
corporation's consolidated retained earnings of
$2.366 billion. At September 30, 1993, the equity
investment in this project was $12.5 million,
compared to Entergy's predecessor corporation's
total consolidated common stock equity of $4.562
billion. Richmond had revenues of $27.223 million
and earnings of $1.743 million for the nine-month
period ended September 30, 1993."
Item 2. Fees, Commissions and Expenses.
Item 2 in this proceeding is hereby amended by
adding the following to the end thereof:
The fees and expenses to be incurred in connection
with the issuance and sale of the Tax-Exempt Bonds are
estimated not to exceed the following:
Each
Initial Additional
Sale Sale
*Rating Agencies' fees $ $
*Trustees' fees
*Fees of Bond Counsel
*Fees of State Bond Commission
*Fees of Company's Counsel:
Wise Carter Child & Caraway
Professional Association
Reid & Priest
*Fees of Entergy Services, Inc.
*Accountants' fees
*Printing and engraving costs
*Miscellaneous expenses (including
blue sky expenses)
*Total Expenses
* Estimated.
Item 5. Procedure.
Item 5 is hereby amended to add the following to
the end thereof:
"The Company requests that the Commission's
supplemental order authorizing the proposed
arrangements for the issuance of Tax-Exempt Bonds
and the related fees, commissions and expenses, and
releasing jurisdiction over the same, be issued by
March 4, 1994 or as soon thereafter as practicable.
The Company consents to the Commission's continued
reservation of jurisdiction over (1) issuance and
sale of Remaining Bonds,(2) issuance and sale of
series of Remaining New Preferred by negotiated
public offering or private placement, (3) issuance
of Collateral Bonds in connection with any issuance
of Tax-Exempt Bonds, and (4) amendment of the
Company's Restated Articles of Incorporation to
establish a new class of preferred stock, in each
case subject to completion of the record with
respect thereto.
"The Company 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 period between
the issuance of the Commission's supplemental order
and the date on which it is to become effective."
Item 6. Exhibits and Financial Statements.
(a) Exhibits:
* B-5 - Proposed form of Indenture.
* B-6 - Proposed form of Installment Sale
Agreement.
* F-1(m) - Opinion of Wise Carter Child &
Caraway, Professional Association.
* F-2(m) - Opinion of Reid & Priest.
* To be filed by amendment.
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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 amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
MISSISSIPPI POWER & LIGHT COMPANY
By: /s/ Glenn E. Harder
Glenn E. Harder
Vice President - Financial
Strategies and Treasurer
Dated: February 10, 1994
