File No. 70-7914
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form U-1
Post-Effective Amendment No. 21 to the
APPLICATION-DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Mississippi Power & Light Company
P. O. Box 1640
Jackson, MS 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, MS 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:
Glenn E. Harder Henderson Hall, Esq.
Vice President-Financial Strategies Wise Carter Child & Caraway,
Mississippi Power & Light Company Professional Association
P. O. Box 61000 P. O. Box 651
New Orleans, LA 70161 Jackson, MS 39205
Thomas J. Igoe, Jr., Esq. David P. Falck, Esq.
Reid & Priest Winthrop, Stimson, Putnam & Roberts
40 West 57th Street One Battery Park Plaza
New York, NY 10019 New York, NY 10004
Laurence M. Hamric, Esq.
Entergy Services, Inc.
225 Baronne Street
New Orleans, LA 70112
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Item 1. Description of Proposed Transactions.
Item 1 of the Application-Declaration on Form U-1 in
this proceeding is hereby amended to add the following at
the end thereof:
"As stated in Item 1 of Post-Effective
Amendment No. 20 in this proceeding, the Company
proposes to issue and sell a new series of the
Company's General and Refunding Mortgage Bonds ("New
G&R Bonds"), to be issued under the proposed Ninth
Supplemental Indenture to the Company's Mortgage, in
a negotiated public offering through Bear, Stearns &
Co. Inc., as underwriter ("Underwriters"). The
Company has now concluded negotiations with the
Underwriters with respect to the proposed issuance
and sale of the New G&R Bonds and has executed an
Underwriting Agreement, subject to further order of
the Commission, providing for the sale to the
Underwriters of the New G&R Bonds. The New G&R
Bonds will be $25,000,000 in aggregate principal
amount and will mature on July 1, 2004. In
accordance with the Underwriting Agreement, the
proceeds to the Company from the issuance and sale
of the New G&R Bonds will be 98.557% of the
principal amount thereof (plus accrued interest from
July 1, 1994 to the date of payment for and delivery
of the New G&R Bonds), and the New G&R Bonds will
bear interest at a rate of 8.25% of the principal
amount thereof, resulting in an effective interest
cost to the Company in respect of the New G&R Bonds
of 8.467% per annum. The Underwriters have advised
the Company that they propose to offer all or part
of the New G&R Bonds directly to the public at the
public offering price of 99.207% of the principal
amount thereof (plus accrued interest from July 1,
1994 to the date of payment for and delivery of the
New G&R Bonds), resulting in Underwriters' discounts
and commissions of .650% of the principal amount of
the New G&R Bonds. The Underwriters have also
advised the Company that they propose to offer all
or part of the New G&R Bonds to certain dealers at a
price which represents a concession of .40% of the
principal amount under the public offering price,
and that the Underwriters may allow and such dealers
may reallow a concession, not in excess of .25% of
the principal amount, to certain other dealers and
brokers.
"The New G&R Bonds will not be redeemable for
any purpose prior to July 1, 1999. Thereafter, the
New G&R Bonds will be redeemable, in whole or in
part, on 30 days' notice (a) at the special
redemption price of 100% of the principal amount
thereof with certain deposited cash and proceeds of
released property, and (b) at the general redemption
prices set forth below for all other redemptions:
General
Redemption
Year Price (%)
If redeemed during the twelve-month period ending
June 30,
2000..... 102.80
2001..... 101.87
2002..... 100.94
2003..... 100.00
2004..... 100.00
in each case together with accrued interest to the
date fixed for redemption.
"Reference is made to Exhibit A-2(j) hereto for
further information on the terms of the New G&R
Bonds.
"The Company requests, in accordance with
Item 5 of Post-Effective Amendment No. 20 in this
proceeding, that the Commission issue a further
supplemental order herein as soon as practicable
approving the terms and conditions of sale of the
New G&R Bonds and the related fees and expenses and
releasing jurisdiction over the same.
"The net proceeds to be received from the
issuance and sale of the New G&R Bonds will be added
to the Company's general funds and are expected to
be used, along with other funds, to redeem at
maturity $18 million principal amount of the
Company's General and Refunding Mortgage Bonds,
11.11% Series due 1994. Accordingly, none of the
proceeds will be used to invest in an exempt
wholesale generator ("EWG") or foreign utility
company, as defined in Sections 32 and 33,
respectively, of the Holding Company Act.
"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
March 31, 1994, the Entergy System's investment
(including equity investment and other contingent
obligations) in Richmond was $12.6 million, which
represents less than 1% of Entergy's total
consolidated assets of $22.5 billion, and less than
1% of Entergy's consolidated retained earnings of
$2.2 billion. At March 31, 1994, the equity
investment in this project was $12.6 million,
compared to total consolidated common stock equity
of $6.4 billion. Richmond had revenues of $10.1
million and earnings of $0.3 million for the three-
month period ended March 31, 1994."
Item 6. Exhibits and Financial Statements.
(a) Exhibits:
F-1(o) Opinion of Wise Carter Child &
Caraway, Professional Association.
F-2(o) Opinion of Reid & Priest.
<PAGE>
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: July 8, 1994
Exhibit F-1(o)
[Letterhead of Wise Carter Child & Caraway]
July 7, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
Referring to the Application-Declaration on Form U-1
(File No. 70-7914), as amended, filed with the Securities and
Exchange Commission under the Public Utility Holding Company Act
of 1935 by Mississippi Power & Light Company (the "Company")
contemplating, among other things, the issuance and sale by the
Company, by negotiated public offering, of $25,000,000 in
aggregate principal amount of a new series of the Company's
General and Refunding Mortgage Bonds (the "Bonds"), as referred
to and described in the Application-Declaration, as amended, we
advise as follows:
(1) The Company is a corporation duly organized and
validly existing under the laws of the State of Mississippi.
(2) In the event that the proposed transactions are
consummated (i) in accordance with the Application-Declaration,
as amended and (ii) within the limits specified in the Company's
Mortgage and Deed of Trust, dated as of February 1, 1988, as
supplemented and as proposed to be further supplemented:
(a) all state laws which relate or are
applicable to the participation by the
Company in the proposed transactions (other
than so-called "blue sky" laws or similar
laws, upon which we do not pass herein) will
have been complied with;
(b) the Bonds will be valid and binding
obligations of the Company in accordance with
their terms, except as limited by bankruptcy,
insolvency or other laws affecting
enforcement of mortgagees' and other
creditors' rights; and
(c) the consummation of the proposed
transactions by the Company will not violate
the legal rights of the holders of any
securities issued by the Company.
In giving this opinion, we have relied, as to matters
of New York law, upon the opinion of even date herewith of Reid &
Priest of New York, New York, which is to be filed as an exhibit
to the Application-Declaration on Form U-1.
We hereby consent to the use of this opinion as an
exhibit to the Application-Declaration, as amended.
Very truly yours,
WISE CARTER CHILD & CARAWAY,
Professional Association
By: /s/ Betty Toon Collins
Betty Toon Collins
Exhibit F-2(o)
[Letterhead of Reid & Priest]
July 7, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
Referring to the Application-Declaration on Form U-1
(File No. 70-7914), as amended, filed with the Securities and
Exchange Commission under the Public Utility Holding Company Act
of 1935 by Mississippi Power & Light Company (the "Company")
contemplating, among other things, the issuance and sale by the
Company, by negotiated public offering, of $25,000,000 in
aggregate principal amount of a new series of the Company's
General and Refunding Mortgage Bonds (the "Bonds"), as referred
to and described in the Application-Declaration, as amended, we
advise as follows:
(1) The Company is a corporation duly organized and
validly existing under the laws of the State of Mississippi.
(2) In the event that the proposed transactions are
consummated (i) in accordance with the Application-Declaration,
as amended and (ii) within the limits specified in the Company's
Mortgage and Deed of Trust, dated as of February 1, 1988, as
supplemented and as proposed to be further supplemented:
(a) all state laws which relate or are
applicable to the participation by the
Company in the proposed transactions (other
than so-called "blue sky" laws or similar
laws, upon which we do not pass herein) will
have been complied with;
(b) the Bonds will be valid and binding
obligations of the Company in accordance with
their terms, except as limited by bankruptcy,
insolvency or other laws affecting
enforcement of mortgagees' and other
creditors' rights; and
(c) the consummation of the proposed
transactions by the Company will not violate
the legal rights of the holders of any
securities issued by the Company or any
associate company thereof.
We are members of the New York Bar and do not hold
ourselves out as experts on the laws of any other state. In
giving this opinion, we have relied, as to matters of the laws of
the States of Mississippi and Arkansas, upon the opinion of even
date herewith of Wise Carter Child & Caraway, Professional
Association, of Jackson, Mississippi, General Counsel for the
Company, which is to be filed as an exhibit to the Application-
Declaration on Form U-1.
We hereby consent to the use of this opinion as an
exhibit to the Application-Declaration, as amended.
Very truly yours,
/s/ Reid & Priest
REID & PRIEST
