SUBJECT TO COMPLETION, DATED APRIL 23, 1999 This prospectus
supplement and the accompanying prospectus relate to an effective
Registration Statement under the Securities Act of 1933, but are not
complete and may be changed. This prospectus supplement and the
accompanying prospectus are not an offer to sell these securities and
are not soliciting an offer to buy these securities in any state
where the offer or sale is not permitted.
P R O S P E C T U S S U P P L E M E N T
(To Prospectus dated April 23, 1999)
$125,000,000
Entergy Mississippi, Inc.
$75,000,000
General and Refunding Mortgage Bonds,
% Series due May 1, 2006
$50,000,000
General and Refunding Mortgage Bonds,
Floating Rate Series due May 1, 2004
______
Entergy Mississippi will pay interest on the Fixed Rate Bonds on
May 1 and November 1 of each year. The first interest payment on the
Fixed Rate Bonds will be made on November 1, 1999.
Entergy Mississippi will pay interest on the Floating Rate Bonds
on February 1, May 1, August 1 and November 1 of each year. The first
interest payment on the Floating Rate Bonds will be made on August 1,
1999. Except in certain circumstances described in this prospectus
supplement under "Description of the New BondsnInterest and
MaturitynFloating Rate Bonds," the per annum interest rate on the
Floating Rate Bonds for each interest period will be reset quarterly
based on LIBOR plus %.
Entergy Mississippi may redeem the New Bonds prior to maturity,
in whole or in part, at the times, at the redemption prices and under
the circumstances described in this prospectus supplement under
"Description of the New BondsnRedemption."
______
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities
or passed upon the accuracy or adequacy of this prospectus supplement
or the accompanying prospectus. Any representation to the contrary is
a criminal offense.
______
Per Fixed Total Per Total
Rate Bond Floating
Rate Bond
Public Offering Price % $ % $
Underwriting Discount % $ % $
Proceeds to Entergy % $ % $
Mississippi (before
expenses)
The public offering prices set forth above do not include
accrued interest. Interest on the New Bonds will accrue from their
issue date and must be paid by the purchasers if the New Bonds are
delivered after that date.
______
The underwriters are offering the New Bonds subject to various
conditions. The underwriters expect to deliver the New Bonds in
book-entry form only through the facilities of The Depository Trust
Company against payment for the New Bonds in New York, New York on or
about May , 1999.
______
Salomon Smith Barney ABN AMRO Incorporated BNY Capital Markets, Inc.
Chase Securities Inc.
April , 1999
You should rely only on the information contained or
incorporated by reference in this prospectus supplement or the
accompanying prospectus. We have not authorized anyone else to
provide you with different information. You should not assume that
the information contained in this prospectus supplement, the
accompanying prospectus or the documents incorporated by reference is
accurate as of any other date than the date such information is
given. Entergy Mississippi is not making an offer of these New Bonds
in any state where the offer is not permitted.
______
TABLE OF CONTENTS
Prospectus Supplement
Page
Recent Developments S-2
Selected Financial Information S-3
Use of Proceeds S-3
Description of the New Bonds S-4
Underwriting S-8
Prospectus
Available Information 2
Incorporation of Certain Documents by Reference 2
The Company 3
Use of Proceeds 3
Description of the New Bonds 4
Ratios of Earnings to Fixed Charges 9
Experts and Legality 9
Plan of Distribution 10
______
RECENT DEVELOPMENTS
In March 1999, Entergy Mississippi submitted its annual
performance-based formula rate plan filing for the 1998 test year. In
April 1999, the Mississippi Public Service Commission issued an order
approving a prospective rate reduction of $13.3 million. This rate
reduction will go into effect May 1, 1999. For additional information
regarding the formula rate plan, please see Entergy Mississippi's
Annual Report on Form 10-K for the year ended December 31, 1998
incorporated by reference.
SELECTED FINANCIAL INFORMATION
(Dollars in Thousands)
The selected financial information of Entergy Mississippi set
forth below should be read in conjunction with the audited financial
statements and other financial information contained in the documents
incorporated by reference.
For the years ended December 31,
1998 1997 1996 1995 1994
Income Statement Data:
Operating Revenues $976,300 $937,395 $958,430 $889,843 $859,845(a)
Operating Income(b) 125,585 136,748 164,596 150,388 112,408
Interest Expense (net) 40,927 45,274 48,007 51,636 52,764
Net Income 62,638 66,661 79,211 68,667 48,779
Ratio of Earnings to 3.04 2.98 3.40 2.92 2.12
Fixed Charges(c)
As of December 31, 1998(d)
Amount Percent of
Capitalization
Balance Sheet Data:
General and Refunding Mortgage Bonds $420,000 44.9
Other Long-Term Debt(e) 43,636 4.7
Shareholders' Equity:
Preferred Stock (without sinking fund) 50,381 5.4
Common Stock and Paid-in Capital 199,267 21.3
Retained Earnings 222,449 23.8
-------- -----
Total Shareholders' Equity 472,097 50.5
-------- -----
Total Capitalization $935,733 100.0
======== =====
___________
(a) Operating Revenues for the year ended December 31, 1994 have
been restated due to the reclassification of certain items to
operating expenses.
(b) Operating Income for the years ended December 31, 1994 and
December 31, 1995 has been restated to exclude income tax.
(c) As defined by Regulation S-K of the SEC, "Earnings" represent
the aggregate of (1) income before the cumulative effect of an
accounting change, (2) taxes based on income, (3) investment tax
credit adjustmentsnnet and (4) fixed charges. "Fixed Charges"
include interest (whether expensed or capitalized), related
amortization and interest applicable to rentals charged to
operating expenses.
(d) The proceeds from the sale of the New Bonds are expected to be
used primarily to refund outstanding General and Refunding
Mortgage Bonds, and as a result, Entergy Mississippi's
capitalization will not be materially affected. See "Use of
Proceeds."
(e) Excludes current maturities of Other Long-Term Debt of $20,000.
USE OF PROCEEDS
Entergy Mississippi expects to add the net proceeds to be
received from the issuance and sale of the New Bonds to its general
funds. Such net proceeds will provide a portion of the funds that
will be required to redeem all of Entergy Mississippi's General and
Refunding Mortgage Bonds, 8.65% Series due January 15, 2023 at a
price equal to 105.93% of the principal amount thereof plus accrued
interest thereon to the redemption date.
DESCRIPTION OF THE NEW BONDS
Interest and Maturity
Fixed Rate Bonds
Entergy Mississippi is issuing $75,000,000 of General and
Refunding Mortgage Bonds, % Series due May 1, 2006 (the "Fixed
Rate Bonds"). Entergy Mississippi will pay interest on the Fixed Rate
Bonds on May 1 and November 1 of each year to holders of record on
the day before each interest payment date. Entergy Mississippi will
begin paying interest on the Fixed Rate Bonds on November 1, 1999.
Interest starts to accrue from the date that the Fixed Rate Bonds are
issued. The Fixed Rate Bonds will be issued on the basis of property
additions. Entergy Mississippi has agreed to pay interest on any
overdue principal and, if such payment is enforceable under
applicable law, on any overdue installment of interest on the Fixed
Rate Bonds at a rate of % per annum.
Floating Rate Bonds
Entergy Mississippi is also issuing $50,000,000 of General and
Refunding Mortgage Bonds, Floating Rate Series due May 1, 2004 (the
"Floating Rate Bonds"). Entergy Mississippi will pay interest on the
Floating Rate Bonds on February 1, May 1, August 1 and November 1 of
each year to holders of record on the day before each interest
payment date. Entergy Mississippi will begin paying interest on the
Floating Rate Bonds on August 1, 1999. Interest starts to accrue from
the date that the Floating Rate Bonds are issued. The Floating Rate
Bonds will be issued on the basis of property additions.
The Floating Rate Bonds will bear interest for each Interest
Period at a per annum interest rate determined by the Calculation
Agent subject to a maximum interest rate of 15% per annum. The
interest rate will be equal to LIBOR on the second London Business
Day immediately preceding the first day of such Interest Period plus
%; provided, however, that in certain circumstances described below,
the interest rate will be determined in an alternative manner without
reference to LIBOR. Promptly upon such determination, the Calculation
Agent will notify the Corporate Trustee of the interest rate for the
new Interest Period. The interest rate determined by the Calculation
Agent, absent manifest error, shall be binding and conclusive upon
the beneficial owners and holders of the Floating Rate Bonds, Entergy
Mississippi and the Corporate Trustee.
If the following circumstances exist on any Interest
Determination Date, the Calculation Agent shall determine the
interest rate for the Floating Rate Bonds as follows:
(1) In the event no Reported Rate appears on Telerate Page
3750 as of approximately 11:00 a.m. London time on an
Interest Determination Date, the Calculation Agent shall
request the principal London offices of each of four major
banks in the London interbank market selected by the
Calculation Agent (after consultation with Entergy
Mississippi) to provide a quotation of the rate (the "Rate
Quotation") at which Three Month Deposits in amounts of not
less than $1,000,000 are offered by it to prime banks in
the London interbank market, as of approximately 11:00 a.m.
London time on such Interest Determination Date, that is
representative of single transactions at such time (the
"Representative Amounts"). If at least two Rate Quotations
are provided, the interest rate will be the arithmetic mean
of the Rate Quotations obtained by the Calculation Agent,
plus, %.
(2) In the event no Reported Rate appears on Telerate Page
3750 and there are fewer than two Rate Quotations, the
Interest Rate will be the arithmetic mean of the rates
quoted at approximately 11:00 a.m. New York City time on
such Interest Determination Date, by three major banks in
New York City, selected by the Calculation Agent (after
consultation with Entergy Mississippi), for loans in
Representative Amounts in U.S. dollars to leading European
banks, having an index maturity of three months for a
period commencing on the second London Business Day
immediately following such Interest Determination Date,
plus %; provided, however, that if fewer than three
banks selected by the Calculation Agent are quoting such
rates, the interest rate for the applicable Interest Period
will be the same as the interest rate in effect for the
immediately preceding Interest Period.
Upon the request of holders of the Floating Rate Bonds, the
Calculation Agent will provide to such holder the interest rate in
effect on the date of such request and, if determined, the interest
rate for the next Interest Period.
Interest on the Floating Rate Bonds will be calculated on the
basis of the actual number of days for which interest is payable in
the relevant Interest Period, divided by 360. All dollar amounts
resulting from such calculation will be rounded, if necessary, to the
nearest cent with one-half cent rounded upward.
Entergy Mississippi has agreed to pay interest on any overdue
principal and, if such payment is enforceable under applicable law,
on any overdue installment of interest on the Floating Rate Bonds at
the current interest rate for the applicable Interest Period plus 1%
per annum.
Book-Entry System
As long as the New Bonds are registered in the name of DTC or
its nominee, Entergy Mississippi will pay principal, any premium, and
interest due on the New Bonds to DTC. DTC will then make payment to
its participants for disbursement to the beneficial owners of the New
Bonds (please refer to "Description of the New BondsnBook-Entry
System G&R Bonds" in the accompanying prospectus for information
relating to DTC and the book-entry system).
Redemption
Fixed Rate Bonds
Entergy Mississippi may redeem the Fixed Rate Bonds, in whole or
in part, at its option, at any time before the maturity of the Fixed
Rate Bonds, on not less than 30 days' nor more than 60 days' notice,
(1) by the application of proceeds of insurance or cash
deposited with the Corporate Trustee pursuant to the
provisions of the G&R Mortgage relating to eminent domain
or sales to governmental entities or designees thereof at
the special redemption price of 100% of the principal
amount thereof, or
(2) at a redemption price equal to the greater of
(a) 100% of the principal amount of the Fixed
Rate Bonds and
(b) as determined by a Quotation Agent, the sum
of the present values as of the redemption date of the
remaining scheduled payments of principal of and
interest on the Fixed Rate Bonds being redeemed
(excluding the portion of any such interest accrued to
the redemption date), discounted (for purposes of
determining such present values) on a semi-annual
basis (assuming a 360-day year consisting of twelve
30-day months) at a discount rate equal to the
Adjusted Treasury Rate,
plus, in each case, accrued interest thereon to the redemption date.
Floating Rate Bonds
The Floating Rate Bonds are not redeemable prior to May 1, 2000.
On or after May 1, 2000, Entergy Mississippi may redeem the Floating
Rate Bonds, in whole or in part, at its option, at any time before
the maturity of the Floating Rate Bonds, on not less than 30 days'
nor more than 60 days' notice, at the redemption price of 100% of the
principal amount thereof plus accrued interest thereon to the
redemption date.
General
If, at the time notice of redemption is given, the redemption
monies are not held by the Corporate Trustee, the redemption may be
made subject to receipt of such monies before the date fixed for
redemption, and such notice shall be of no effect unless such monies
are so received.
Cash deposited under any provision of the G&R Mortgage (with
certain exceptions) may be applied to the redemption or purchase
(including the purchase from Entergy Mississippi) of G&R Bonds of any
series.
Sinking or Improvement Fund
The New Bonds are not subject to redemption under any sinking or
improvement fund or any maintenance or replacement fund.
Certain Definitions
"Adjusted Treasury Rate" means, with respect to any redemption
date, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such redemption
date, plus %.
"Business Day" means any day other than a Saturday or a Sunday
or a day on which banking institutions in The City of New York are
authorized or required by law or executive order to remain closed or
a day on which the Corporate Trust Office of the Corporate Trustee is
closed for business.
"Calculation Agent" means Bank of Montreal Trust Company, or its
successor appointed by Entergy Mississippi acting as calculation
agent.
"Comparable Treasury Issue" means the United States Treasury
security selected by a Quotation Agent as having a maturity
comparable to the remaining term of the Fixed Rate Bonds that would
be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of the Fixed
Rate Bonds.
"Comparable Treasury Price" means, with respect to any
redemption date, (1) the average of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) on the third Business Day preceding such
redemption date, as set forth in the daily statistical release (or
any successor release) published by the Federal Reserve Bank of New
York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (2) if such release (or any successor
release) is not published or does not contain such prices on such
Business Day, (a) the average of the Reference Treasury Dealer
Quotations for such redemption date, after excluding the highest and
lowest such Reference Treasury Dealer Quotations or (b) if the
Corporate Trustee obtains fewer than three such Reference Treasury
Dealer Quotations, the average of all such Reference Treasury Dealer
Quotations.
"Interest Determination Date" means the second London Business
Day immediately preceding the first day of the relevant Interest
Period.
"Interest Period" means the period commencing on an interest
payment date for the Floating Rate Bonds and ending on the day before
the next succeeding interest payment date for the Floating Rate
Bonds.
"LIBOR" for any Interest Determination Date will be the offered
rate for deposits in U.S. dollars having an index maturity of three
months for a period commencing on the second London Business Day
immediately following the Interest Determination Date (the "Three
Month Deposits") in amounts of not less than $1,000,000, as such rate
appears on Telerate Page 3750 or a successor reporter of such rates
selected by the Calculation Agent and acceptable to Entergy
Mississippi, at approximately 11:00 a.m., London time, on the
Interest Determination Date (the "Reported Rate").
"London Business Day" means a day on which dealings in deposits
in U.S. dollars are transacted, or with respect to any future date,
are expected to be transacted, in the London interbank market.
"New Bonds" means collectively, the Fixed Rate Bonds and the
Floating Rate Bonds.
"Quotation Agent" means one of the Reference Treasury Dealers
appointed by the Corporate Trustee after consultation with Entergy
Mississippi.
"Reference Treasury Dealer" means Salomon Smith Barney Inc., ABN
AMRO Incorporated, BNY Capital Markets, Inc. and Chase Securities
Inc. and their respective successors; provided, however, that if any
of the foregoing shall cease to be a primary U.S. Government
securities dealer in New York City (a "Primary Treasury Dealer"),
Entergy Mississippi shall substitute therefor another Primary
Treasury Dealer, or any other Primary Treasury Dealer selected by the
Corporate Trustee after consultation with Entergy Mississippi.
"Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any redemption date, the average,
as determined by the Corporate Trustee, of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the
Corporate Trustee by such Reference Treasury Dealer at 5:00 p.m. on
the third Business Day preceding such redemption date.
"Telerate Page 3750" means the display designated on page "3750"
on Dow Jones Markets Limited (or such other page as may replace the
3750 page on that service or such other service or services as may be
nominated by the British Bankers' Association for the purpose of
displaying London interbank offered rates for U.S. dollar deposits).
Dividend Covenant
Entergy Mississippi will covenant in substance that, so long as
any New Bonds remain outstanding, it will not pay any cash dividends
on common stock or repurchase common stock after April 30, 1999,
unless, after giving effect to such dividend or purchase, the
aggregate amount of such dividends or purchases on or after April 30,
1999 (other than dividends that have been declared by Entergy
Mississippi before April 30, 1999) does not exceed credits to earned
surplus after April 30, 1999 plus $250,000,000 plus such additional
amounts as shall be approved by the SEC.
Additional Information
For additional important information about the New Bonds, see
"Description of the New Bonds" in the accompanying prospectus,
including:
(1) additional information about the terms of the New Bonds,
including security,
(2) general information about the G&R Mortgage and the
Trustees,
(3) a description of certain restrictions contained in the
G&R Mortgage,
(4) a description of events of default under the G&R
Mortgage, and
(5) the meanings of certain capitalized terms used but not
defined in this prospectus supplement.
UNDERWRITING
Under the terms and conditions set forth in the Underwriting
Agreement dated the date hereof, Entergy Mississippi has agreed to
sell to each of the Underwriters named below, and each of the
Underwriters has severally agreed to purchase, the principal amount
of the New Bonds set forth opposite its name below:
Underwriter Principal Principal
Amount of Amount of
Fixed Floating
Rate Rate
Bonds Bonds
Salomon Smith Barney Inc. $ $
ABN AMRO Incorporated
BNY Capital Markets, Inc.
Chase Securities Inc.
----------- -----------
Total $75,000,000 $50,000,000
=========== ===========
The Underwriting Agreement provides that the several obligations
of the Underwriters to pay for and accept delivery of the New Bonds
are subject to approval of certain legal matters by their counsel and
to certain other conditions. The Underwriters' obligations are such
that they are committed to take and pay for all of the New Bonds
offered hereby if any are taken, provided, that under certain
circumstances involving a default of an Underwriter, less than all of
the New Bonds may be purchased. Default by one or more Underwriters
would not relieve the non-defaulting Underwriters from their several
obligations, and in the event of such default, the non-defaulting
Underwriters may be required by Entergy Mississippi to purchase the
respective principal amounts of the New Bonds that they have
severally agreed to purchase and, in addition, to purchase the
principal amount of the New Bonds that the defaulting Underwriter or
Underwriters shall have failed to purchase, severally and not
jointly, up to a principal amount equal to one-ninth of the
respective principal amounts of the New Bonds that such
non-defaulting Underwriters have otherwise agreed to purchase.
The Underwriters have advised Entergy Mississippi that they
propose to offer all or part of the New Bonds directly to purchasers
at the public offering prices set forth on the cover page of this
prospectus supplement and to certain securities dealers at such
prices less a concession of % of the principal amount of the
Fixed Rate Bonds and % of the principal amount of the Floating
Rate Bonds. The Underwriters may allow, and such dealers may reallow
to certain brokers and dealers, a concession not in excess of %
of the principal amount of the Fixed Rate Bonds and % of the
principal amount of the Floating Rate Bonds. After the New Bonds are
released for sale to the public, the public offering prices and other
selling terms may from time to time be varied.
The following table shows the underwriting discounts to be paid
to the Underwriters by Entergy Mississippi in connection with this
offering (expressed as a percentage of the principal amount of the
New Bonds):
New Bonds Underwriting
Discount
Per Fixed Rate Bond %
Per Floating Rate Bond %
Entergy Mississippi has agreed to indemnify the Underwriters
against certain liabilities, including liabilities under the
Securities Act of 1933.
No trading market presently exists for the New Bonds and no
assurance can be given that a market will develop. Although they are
under no obligation to do so, the Underwriters presently intend to
act as market makers for the New Bonds in the secondary trading
market, but may discontinue such market-making at any time without
notice.
The Underwriters may engage in stabilizing transactions and
syndicate covering transactions in accordance with Rule 104 under the
Exchange Act. Stabilizing transactions permit bids to purchase the
underlying security so long as the stabilizing bids do not exceed a
specified maximum. Syndicate covering transactions involve purchases
of the New Bonds in the open market after the distribution has been
completed in order to cover syndicate short positions. Such
stabilizing transactions and syndicate covering transactions may
cause the prices of the New Bonds to be higher than they would
otherwise be in the absence of such transactions. The Underwriters
are not required to engage in these activities and may end any of
these activities at any time.
Entergy Mississippi estimates that its total expenses related to
the offering, not including the underwriting discount, will be
approximately $100,000.
Certain of the Underwriters or their affiliates engage in
various general financing and banking transactions with Entergy
Mississippi or its affiliates. An affiliate of BNY Capital Markets,
Inc. is the trustee under the First Mortgage.
PROSPECTUS
$300,000,000
Entergy Mississippi, Inc.
General and Refunding Mortgage Bonds
___________
Entergy Mississippi, Inc. (the "Company") may offer from time to
time up to $300,000,000 aggregate principal amount of its General and
Refunding Mortgage Bonds (the "New Bonds") in one or more series at
prices and on terms to be determined at the time of sale. This
Prospectus will be supplemented by a prospectus supplement (each, a
"Prospectus Supplement") that will set forth the aggregate principal
amount, rate and time of payment of interest, maturity, purchase
price, initial public offering price, redemption provisions, if any,
and other specific terms of the series of New Bonds in respect of
which this Prospectus is being delivered. The sale of one series of
New Bonds will not be contingent upon the sale of any other series of
New Bonds.
___________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
___________
The Company may sell the New Bonds through underwriters, dealers
or agents, or directly to one or more purchasers. The Prospectus
Supplement will set forth the names of underwriters, dealers or
agents, if any, any applicable commissions or discounts and the net
proceeds to the Company from any such sale. See "Plan of
Distribution" for possible indemnification arrangements for
underwriters, dealers, agents and purchasers.
___________
The date of this Prospectus is April 23, 1999.
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE
OF THE NEW BONDS, INCLUDING STABILIZING TRANSACTIONS AND SYNDICATE
COVERING TRANSACTIONS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE
"PLAN OF DISTRIBUTION."
___________
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
in accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). Such reports
and other information filed by the Company may be inspected and
copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549-1004; and at the Commission's Regional Offices at CitiCorp
Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois 60661
and 7 World Trade Center, 13th Floor, New York, New York 10048.
Copies of such material may also be obtained by mail from the Public
Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549-1004 at prescribed rates. The Commission
maintains a Web site that contains reports, proxy and information
statements and other information regarding registrants, including the
Company, that file electronically with the Commission
(http://www.sec.gov).
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended
December 31, 1998 filed with the Commission pursuant to the Exchange
Act is incorporated herein by reference.
In addition, all documents filed by the Company with the
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act
after the date of this Prospectus and prior to the termination of
this offering shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such
documents (such documents, and the document described above, being
herein referred to as "Incorporated Documents"; provided, however,
that the documents described above or documents subsequently filed by
the Company pursuant to Section 13, 14 or 15(d) of the Exchange Act
prior to the filing of the Company's next Annual Report on Form 10-K
with the Commission shall not be Incorporated Documents or be
incorporated by reference in this Prospectus or be a part hereof from
and after any such filing of an Annual Report on Form 10-K).
Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for all purposes of this
Prospectus to the extent that a statement contained herein or in any
other subsequently filed Incorporated Document or in an accompanying
Prospectus Supplement modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each
person, including any beneficial owner, to whom a copy of this
Prospectus has been delivered, on the written or oral request of any
such person, a copy of any or all of the Incorporated Documents,
other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference therein. Requests should be
directed to Mr. Christopher T. Screen, Assistant Secretary, Entergy
Mississippi, Inc., P.O. Box 61000, New Orleans, Louisiana 70161,
telephone (504) 576-4212. The information relating to the Company
contained in this Prospectus and any accompanying Prospectus
Supplement does not purport to be comprehensive and should be read
together with the information contained in the Incorporated
Documents.
No person has been authorized to give any information or to make
any representation not contained in this Prospectus or, with respect
to any series of New Bonds, the Prospectus Supplement relating
thereto, and, if given or made, such information or representation
must not be relied upon as having been authorized by the Company or
any underwriter. This Prospectus and any Prospectus Supplement do not
constitute an offer to sell or a solicitation of any offer to buy any
of the securities offered hereby in any jurisdiction to any person to
whom it is unlawful to make such offer in such jurisdiction.
Neither the delivery of this Prospectus and any Prospectus
Supplement relating thereto nor any sale made hereunder or thereunder
shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company since the date of this
Prospectus or such Prospectus Supplement.
___________
THE COMPANY
The Company was incorporated under the laws of the State of
Mississippi on January 2, 1963. The Company's principal executive
office is located in the Electric Building, 308 East Pearl Street,
Jackson, Mississippi 39201; telephone (601) 969-2311.
The Company is an electric public utility company with
substantially all of its operations in the State of Mississippi.
Entergy Corporation ("Entergy"), which is a registered public utility
holding company under the Public Utility Holding Company Act of 1935,
as amended ("PUHCA"), owns all of the outstanding common stock of the
Company. The Company, Entergy Arkansas, Inc., Entergy Gulf States,
Inc., Entergy Louisiana, Inc. and Entergy New Orleans, Inc. are the
principal operating electric utility subsidiaries of Entergy. Entergy
also owns, among other things, all of the common stock of System
Energy Resources, Inc., a generating company which owns the Grand
Gulf Nuclear Electric Generating Station ("Grand Gulf").
Pursuant to a Unit Power Sales Agreement, capacity and energy
from Grand Gulf is allocated among Entergy Arkansas, Inc., Entergy
Louisiana, Inc., Entergy New Orleans, Inc. and the Company. The
Company's allocated share of such capacity and energy, together with
related costs, is 33%. Payments made by the Company under the Unit
Power Sales Agreement are generally recovered through rates set by
the Mississippi Public Service Commission, which regulates the
Company as to, among other things, electric service, rates and
charges. The Commission regulates issuances of securities by the
Company under PUHCA.
The Company, Entergy Arkansas, Inc., Entergy Louisiana, Inc. and
Entergy New Orleans, Inc. own all of the capital stock of System
Fuels, Inc., a special purpose company which implements and/or
maintains certain programs for the procurement, delivery and storage
of fuel supplies for Entergy's regulated domestic utility
subsidiaries, including the Company.
The foregoing information relating to the Company does not
purport to be comprehensive and should be read together with the
financial statements and other information contained in the
Incorporated Documents. Reference is made to the Incorporated
Documents with respect to the Company's most significant
contingencies, its general capital requirements, and its financing
plans and capabilities, including its short-term borrowing capacity,
and earnings coverage and other requirements under the Company's G&R
Mortgage (hereinafter defined), which limit the amount of additional
G&R Bonds (hereinafter defined) that the Company may issue.
USE OF PROCEEDS
The net proceeds to be received from the issuance and sale of
the New Bonds will be used to repay and/or redeem outstanding
securities at their stated maturity or due dates and/or to effect the
redemption or acquisition of certain outstanding securities prior to
their maturity or due dates, and for other general corporate
purposes. The Company's securities that may be redeemed or acquired
include one or more series of the Company's outstanding (i) G&R Bonds
and/or (ii) preferred stock. The specific securities, if any, to be
redeemed or acquired with the proceeds of a series of New Bonds will
be set forth in the Prospectus Supplement relating to that series.
DESCRIPTION OF THE NEW BONDS
General. The New Bonds are to be issued under the Company's
Mortgage and Deed of Trust, dated as of February 1, 1988, as
supplemented by various supplemental indentures thereto and as to be
further supplemented by one or more supplemental indentures relating
to each series of New Bonds (collectively referred to as the "G&R
Mortgage"), to Bank of Montreal Trust Company (the "Corporate
Trustee") and Mark F. McLaughlin (successor to Z. George Klodnicki)
as Co-Trustee (the "Co-Trustee" and the Corporate Trustee
collectively, the "Trustees"). All General and Refunding Mortgage
Bonds issued or to be issued under the G&R Mortgage are referred to
herein as "G&R Bonds."
The statements herein concerning the G&R Bonds, the New Bonds
and the G&R Mortgage are not intended to be comprehensive and are
subject to the detailed provisions of the G&R Mortgage, which are
incorporated herein by reference.
Terms of Specific Series of the New Bonds. A Prospectus Supplement
will include descriptions of the following terms of a series of the
New Bonds to be issued: (1) the designation of such series of the New
Bonds; (2) the aggregate principal amount of such series; (3) the
date on which such series will mature; (4) the rate at which such
series will bear interest and the date from which such interest will
accrue; (5) the dates on which interest will be payable; (6) the
prices and the other terms and conditions upon which the particular
series may be redeemed by the Company prior to maturity; (7) whether
the dividend covenant described below will be applicable to any such
series; (8) if an insurance policy will be provided for the payment
of the principal of and/or interest on the New Bonds of such series,
the terms thereof; and (9) any other terms of the New Bonds not
inconsistent with the provisions of the G&R Mortgage.
Security. The New Bonds, together with all other G&R Bonds now or
hereafter issued under the G&R Mortgage, will be secured by the G&R
Mortgage, which constitutes, in the opinion of counsel for the
Company, a second mortgage lien on all properties of the Company
(except properties released under the terms of the G&R Mortgage and
except as stated below), subject to (1) the first lien of the
Company's Mortgage and Deed of Trust dated as of September 1, 1944,
to The Bank of New York (successor to Irving Trust Company) and W.T.
Cunningham (successor Co-Trustee), as Trustees, as supplemented (the
"First Mortgage") and other excepted encumbrances, (2) minor defects
and encumbrances customarily found in properties of like size and
character that do not materially impair the use of the property
affected thereby in the conduct of the business of the Company, and
(3) other liens, defects and encumbrances, if any, existing or placed
thereon at the time of acquisition thereof by the Company and except
as limited by bankruptcy law. There is excepted from the lien certain
property of the Company, including all cash and securities; all
merchandise, equipment, apparatus, materials or supplies held for
sale or other disposition in the usual course of business or
consumable during use; automobiles, vehicles and aircraft; timber,
minerals, mineral rights and royalties; and receivables, contracts,
leases and operating agreements.
The G&R Mortgage contains provisions subjecting after-acquired
property (subject to the First Mortgage and pre-existing liens) to
the lien thereof, subject to limitations in the case of
consolidation, merger or sale of substantially all of the Company's
assets.
The G&R Mortgage is junior and subordinate to the lien of the
First Mortgage on substantially all of the Company's properties. All
bonds issued and to be issued under the First Mortgage are
hereinafter referred to as First Mortgage Bonds. There are currently
no bonds outstanding under the First Mortgage except for
approximately $32 million aggregate principal amount of bonds that
were issued as additional security for pollution control revenue
bonds of the Company. No additional First Mortgage Bonds are
permitted to be issued under the First Mortgage (except such First
Mortgage Bonds as may be issued from time to time to the Trustees at
the option of the Company to provide additional security under the
G&R Mortgage) and the Company expects to retire the remaining
outstanding bonds under the First Mortgage, and subsequently
discharge the First Mortgage, in the third quarter of 1999.
The G&R Mortgage provides that the Trustees shall have a lien
upon the mortgaged property, prior to the G&R Bonds, for the payment
of their reasonable compensation, expenses and disbursements and for
indemnity against certain liabilities.
Issuance of Additional G&R Bonds. The maximum principal amount of
G&R Bonds that may be issued under the G&R Mortgage is unlimited. G&R
Bonds of any series may be issued from time to time on the basis of
(1) 70% of property additions after adjustments to offset
retirements, (2) retirement of G&R Bonds or of First Mortgage Bonds,
and (3) deposit of cash. Deposited cash may be withdrawn upon the
bases stated in clause (1) or (2). Property additions generally
include electric, gas, steam or hot water property acquired after
December 31, 1987, but may not include, among other things,
securities, automobiles, vehicles or aircraft, or property used
principally for the production or gathering of natural gas.
As of December 31, 1998, approximately $267 million G&R Bonds
could be issued on the basis of net property additions and
approximately $168 million G&R Bonds could be issued on the basis of
retired bond credits.
With certain exceptions in the case of clause (2) above,
effective as of May 1, 1999, the issuance of G&R Bonds is subject to
adjusted net earnings for 12 out of the preceding 18 months, before
income taxes, being at least twice the annual interest requirements
on all First Mortgage Bonds and all G&R Bonds at the time
outstanding, including the additional G&R Bonds comprising such
issuance, and all indebtedness, if any, of prior rank. In general,
interest on variable rate interest bonds, if any, is calculated using
the average rate in effect during such 12 month period.
The G&R Mortgage contains restrictions on the issuance of G&R
Bonds against property subject to liens.
Other than the security afforded by the lien of the G&R Mortgage
and restrictions on the issuance of additional G&R Bonds described
above (including particularly those described in the first paragraph
above), there are no provisions of the G&R Mortgage which afford the
holders of the New Bonds protection in the event of a highly
leveraged transaction involving the Company. However, such a
transaction would require regulatory approval, and management of the
Company believes that such approval would be unlikely in a highly
leveraged context.
Release and Substitution of Property. Property may be released,
without applying any earnings test, upon the bases of: (1) the
release of such property from the lien of the First Mortgage, (2) the
deposit of cash or, to a limited extent, purchase money mortgages,
(3) property additions, after adjustments in certain cases to offset
retirements and after making adjustments for certain prior lien
bonds, if any, outstanding against property additions, and (4) waiver
of the right to issue G&R Bonds. Cash may be withdrawn upon the bases
stated in clauses (3) and (4) above. Property owned by the Company on
December 31, 1987 is released on the basis of its depreciated book
value; all other property is released on the basis of its cost, as
defined in the G&R Mortgage.
Unfunded property may also be released if after such release,
outstanding G&R Bonds will not exceed 70% of the aggregate fair value
of the then funded property of the Company. Effective as of May 1,
1999, the Company will be able to release unfunded property without
meeting the 70% test if after such release, the Company will have at
least one dollar ($1) in unfunded property that remains subject to
the lien of the G&R Mortgage.
Satisfaction and Discharge of G&R Mortgage. Upon the Company's
making due provision for the payment of all of the G&R Bonds
(including the New Bonds) and paying all other sums due under the G&R
Mortgage, the G&R Mortgage may be satisfied and discharged. The G&R
Bonds will be deemed to have been paid for all purposes under the G&R
Mortgage if money or Eligible Obligations (as defined below)
sufficient to pay such G&R Bonds (in the opinion of an independent
accountant in the case of Eligible Obligations) at maturity or upon
redemption have been irrevocably set apart or deposited with the
Corporate Trustee, provided that the Corporate Trustee shall have
received an opinion of counsel to the effect that such setting apart
or deposit does not require registration under the Investment Company
Act of 1940, as amended, does not violate any applicable laws and
does not result in a taxable event with respect to the holders of
such G&R Bonds prior to the time of their right to receive payment.
For this purpose, "Eligible Obligations" shall mean obligations of
the United States of America which do not contain provisions
permitting the redemption thereof at the option of the issuer.
Dividend Covenant. The Company may covenant in substance that, so
long as any New Bonds of a particular series remain outstanding, it
will not pay any cash dividends on common stock or repurchase common
stock after a selected date close to the date of the original
issuance of such series of New Bonds (other than certain dividends
that may be declared by the Company prior to such selected date)
except from credits to retained earnings after such selected date
plus an amount not to exceed $250,000,000 and plus such additional
amounts as shall be approved by the Commission. The Prospectus
Supplement relating to a particular series of New Bonds will state
whether this covenant will apply to such series.
Maintenance and Replacement Fund in First Mortgage. The New Bonds
will not be subject to any maintenance or replacement provisions.
However, the Company has covenanted to comply with the provisions of
Sections 38 and 39(I) of the First Mortgage (which relate to
maintenance and replacement of property), but for only so long as any
First Mortgage Bonds remain outstanding. Such Section 39(I) provides
that in addition to actual expenditures for maintenance and repairs,
the Company is required to expend or deposit for each year, for
replacements and improvements in respect of mortgaged electric, gas,
steam and/or hot water utility property, and certain automotive
equipment, an amount equal to $600,000 plus 21'4% of net additions to
mortgaged utility property made after December 31, 1943 and prior to
the beginning of the year for which the calculation is made. Such
requirement may be met by depositing cash under the First Mortgage or
certifying gross property additions thereunder or expenditures for
certain automotive equipment or by taking credit for First Mortgage
Bonds and qualified lien bonds retired. Any excess in such credits
may be applied against future requirements. Such cash may be used to
redeem or purchase First Mortgage Bonds or may be withdrawn against
gross property additions under the First Mortgage or waiver of the
right to issue First Mortgage Bonds.
Defaults and Notices Thereof. Defaults are defined in the G&R
Mortgage as: default in payment of principal; default for 30 days
(effective as of May 1, 1999) in payment of interest; certain events
in bankruptcy, insolvency or reorganization; default in other
covenants for 90 days (effective as of May 1, 1999) after notice
(unless the Company has in good faith commenced efforts to perform
the covenant); default under a supplemental indenture; and the
occurrence of a "Default" under the First Mortgage (defined as being
default in payment of principal of First Mortgage Bonds, default for
60 days in payment of interest on or installments of funds for
retirement of First Mortgage Bonds, certain defaults with respect to
qualified lien bonds, certain events in bankruptcy, insolvency or
reorganization, and default for 90 days after notice in other
covenants).
The Trustee or the holders of 25% in aggregate principal amount
of the G&R Bonds may declare the principal and interest due and
payable on default but a majority thereof may annul such declaration
if such default has been cured. No holders of G&R Bonds may enforce
the lien of the G&R Mortgage without giving the Trustees written
notice of a default and unless (i) the holders of 25% in aggregate
principal amount of the G&R Bonds have requested the Trustees to act
and offered them reasonable opportunity to act and indemnity
satisfactory to them against the cost, expenses and liabilities to be
incurred thereby and (ii) the Trustees shall have failed to act. The
holders of a majority in aggregate principal amount of the G&R Bonds
may direct the time, method and place of conducting any proceedings
for any remedy available to the Trustees or exercising any trust or
power conferred on the Trustees. The Trustees are not required to
risk their funds or incur personal liability if there is reasonable
ground for believing that repayment is not reasonably assured.
Evidence to be Furnished to the Corporate Trustee. Compliance with
G&R Mortgage provisions is evidenced by written statements of Company
officers or persons selected or paid by the Company. In certain
cases, opinions of counsel and certifications of an engineer,
accountant, appraiser or other expert (who in some cases must be
independent) must be furnished. The Company must give the Corporate
Trustee an annual statement as to whether or not the Company has
fulfilled its obligations under the G&R Mortgage throughout the
preceding calendar year.
Modification. The rights of holders of G&R Bonds may be modified
with the consent of the holders of a majority in aggregate principal
amount of the G&R Bonds, or, if less than all series of G&R Bonds are
adversely affected, the consent of the holders of a majority in
aggregate principal amount of the G&R Bonds adversely affected. In
general, no modification of the terms of payment of principal,
premium, if any, or interest and no modification affecting the lien
of the G&R Mortgage or reducing the percentage required for
modification is effective against any holder of G&R Bonds without
such holder's consent.
Book-Entry System G&R Bonds. Unless otherwise specified in the
applicable Prospectus Supplement, The Depository Trust Company, New
York, New York ("DTC"), will act as securities depository for the New
Bonds. The New Bonds will be issued only as fully registered
securities registered in the name of Cede & Co. (DTC's partnership
nominee). One fully-registered global certificate will be issued for
each series of New Bonds, representing the aggregate principal amount
of such series of New Bonds, and will be deposited with DTC. If,
however, the aggregate principal amount of any series of New Bonds
exceeds $200 million, one certificate will be issued with respect to
each $200 million of principal amount and an additional certificate
will be issued with respect to any remaining principal amount of such
series.
DTC is a limited-purpose trust company organized under the New
York Banking Law, a "banking organization" within the meaning of the
New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Exchange Act. DTC holds securities
that its participants (the "Direct Participants") deposit with DTC.
DTC also facilitates the settlement among Direct Participants of
securities transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry changes in
Direct Participants' accounts, thereby eliminating the need for
physical movement of securities certificates. Direct Participants
include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations. DTC is owned
by a number of its Direct Participants and by The New York Stock
Exchange, Inc., the American Stock Exchange, Inc., and the National
Association of Securities Dealers, Inc. Access to the DTC system is
also available to others such as securities brokers and dealers,
banks and trust companies that clear through or maintain a custodial
relationship with a Direct Participant, either directly or indirectly
(the "Indirect Participants," and together with the Direct
Participants, the "Participants"). The rules applicable to DTC and
its Participants are on file with the Commission.
Purchases of New Bonds within the DTC system must be made by or
through Direct Participants, which will receive a credit for the New
Bonds on DTC's records. The ownership interest of each actual
purchaser of a New Bond (a "Beneficial Owner") will, in turn, be
recorded on the Direct and Indirect Participants' respective records.
Beneficial Owners will not receive written confirmation from DTC of
their purchase, but Beneficial Owners are expected to receive written
confirmations providing details of the transaction, as well as
periodic statements of their holdings, from the Direct or Indirect
Participant through which the Beneficial Owner entered into the
transaction. Transfers of ownership interests in the New Bonds are to
be accomplished by entries made on the books of Participants acting
on behalf of Beneficial Owners. Beneficial Owners will not receive
certificates representing the New Bonds, except in the event that use
of the book-entry system for the New Bonds is discontinued.
To facilitate subsequent transfers, all New Bonds deposited by
Direct Participants with DTC are registered in the name of DTC's
partnership nominee, Cede & Co. The deposit of the New Bonds with DTC
and their registration in the name of Cede & Co. effect no change in
beneficial ownership. DTC has no knowledge of the actual Beneficial
Owners of the New Bonds; DTC's records reflect only the identity of
the Direct Participants to whose accounts such New Bonds are
credited, which Direct Participants may or may not be the Beneficial
Owners. The Participants will remain responsible for keeping account
of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by
Direct Participants and Indirect Participants to Beneficial Owners
will be governed by arrangements among them, subject to any statutory
or regulatory requirements that may be in effect from time to time.
Redemption notices shall be sent to Cede & Co. If less than all
of the New Bonds of a particular series are being redeemed, DTC's
practice is to determine by lot the amount of the interest of each
Direct Participant in such series to be redeemed.
Neither DTC nor Cede & Co. will consent or vote with respect to
the New Bonds. Under its usual procedures, DTC mails an omnibus proxy
(an "Omnibus Proxy") to the Participants as soon as possible after
the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or
voting rights to those Direct Participants to whose accounts the New
Bonds are credited on the record date (identified in a listing
attached to the Omnibus Proxy).
Principal, premium, if any, and interest payments on the New
Bonds will be made to DTC. DTC's practice is to credit Direct
Participants' accounts on the relevant payment date in accordance
with their respective holdings shown on DTC's records unless DTC has
reason to believe that it will not receive payment on such payment
date. Payments by Participants to Beneficial Owners will be governed
by standing instructions and customary practices, as is the case with
securities held for the accounts of customers in bearer form or
registered in "street-name," and will be the responsibility of such
Participant and not of DTC, the underwriters, dealers or agents, or
the Company, subject to any statutory or regulatory requirements that
may be in effect from time to time. Payment of principal, premium, if
any, and interest to DTC is the responsibility of the Company or the
Corporate Trustee. Disbursement of such payments to Direct
Participants is the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners is the responsibility of Direct and
Indirect Participants.
DTC may discontinue providing its services as securities
depository with respect to the New Bonds at any time by giving
reasonable notice to the Company. Under such circumstances and in the
event that a successor securities depository is not obtained,
certificates for the New Bonds are required to be printed and
delivered. In addition, the Company at any time may discontinue use
of the system of book-entry transfers through DTC (or a successor
securities depository). In that event, certificates for the New Bonds
will also be printed and delivered.
The Company will not have any responsibility or obligation to
Participants or the persons for whom they act as nominees with
respect to the accuracy of the records of DTC, its nominee or any
Direct or Indirect Participant with respect to any ownership interest
in the New Bonds, or with respect to payments to, or the providing of
notice to, the Direct Participants, the Indirect Participants or the
Beneficial Owners.
So long as Cede & Co. is the registered owner of any series of
New Bonds, as nominee of DTC, references herein to holders of such
series of New Bonds shall mean Cede & Co. or DTC and shall not mean
the Beneficial Owners of the New Bonds.
DTC management is aware that some computer applications,
systems, and the like for processing data ("Systems") that are
dependent upon calendar dates, including dates before, on, and after
January 1, 2000, may encounter "Year 2000 problems." DTC has informed
its Participants and other members of the financial community (the
"Industry") that it has developed and is implementing a program so
that its Systems, as the same relate to the timely payment of
distributions (including principal and income payments) to
securityholders, book-entry deliveries, and settlement of trades
within DTC, continue to function appropriately. This program includes
a technical assessment and a remediation plan, each of which is
complete. Additionally, DTC's plan includes a testing phase, which is
expected to be completed within appropriate time frames.
However, DTC's ability to perform properly its services is also
dependent upon other parties, including but not limited to issuers
and their agents, as well as third party vendors from whom DTC
licenses software and hardware, and third party vendors on whom DTC
relies for information or the provision of services, including
telecommunication and electrical utility service providers, among
others. DTC has informed the Industry that it is contacting (and will
continue to contact) third party vendors from whom DTC acquires
services to: (i) impress upon them the importance of such services
being Year 2000 compliant; and (ii) determine the extent of their
efforts for Year 2000 remediation (and, as appropriate, testing) of
their services. In addition, DTC is in the process of developing such
contingency plans as it deems appropriate.
According to DTC, the foregoing information with respect to DTC
has been provided to the Industry for informational purposes only and
is not intended to serve as a representation, warranty, or contract
modification of any kind.
The information in this section concerning DTC, its Year 2000
efforts, and its book-entry system has been obtained from DTC.
Neither the Company, the Trustees nor the underwriters, dealers or
agents takes responsibility for the accuracy or completeness thereof.
RATIOS OF EARNINGS TO FIXED CHARGES
The Company has calculated ratios of earnings to fixed charges
pursuant to Item 503 of Commission Regulation S-K as follows:
Twelve Months Ended December 31,
1998 1997 1996 1995 1994
Ratio of Earnings to Fixed Charges(a) 3.04 2.98 3.40 2.92 2.12
___________
(a) "Earnings", as defined by Commission Regulation S-K, represent
the aggregate of (1) income before the cumulative effect of an
accounting change, (2) taxes based on income, (3) investment tax
credit adjustmentsnnet and (4) fixed charges. "Fixed Charges"
include interest (whether expensed or capitalized), related
amortization and interest applicable to rentals charged to
operating expenses.
EXPERTS AND LEGALITY
The Company's balance sheets as of December 31, 1998 and 1997,
and the statements of income, retained earnings and cash flows, and
the related financial statement schedule for each of the three years
in the period ended December 31, 1998, incorporated by reference in
this Prospectus from the Company's Annual Report on Form 10-K for the
year ended December 31, 1998, have been incorporated by reference
herein in reliance on the reports of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of that firm as
experts in accounting and auditing.
The legality of the New Bonds will be passed upon for the
Company by Thelen Reid & Priest LLP, New York, New York, and Ann G.
Roy, Esq., Senior CounselnCorporate and Securities, of Entergy
Services, Inc., and for any underwriters, dealers or agents by
Winthrop, Stimson, Putnam & Roberts, New York, New York. All legal
matters pertaining to the organization of the Company, titles to
property, franchises and the lien of the G&R Mortgage and all matters
pertaining to Mississippi law will be passed upon only by Ann G. Roy,
Esq.
The statements as to matters of law and legal conclusions made
under "Description of the New Bonds" have been reviewed by Ann G.
Roy, Esq., and, except as to "nSecurity" by Thelen Reid & Priest LLP,
and are set forth herein in reliance upon their respective opinions
and upon their authority as experts.
PLAN OF DISTRIBUTION
The Company may sell the New Bonds: (a) through one or more
underwriters or dealers; (b) directly to one or more purchasers;
(c) through one or more agents; or (d) through a combination of any
such methods of sale. The Prospectus Supplement relating to a series
of the New Bonds will set forth the terms of the offering of the New
Bonds, including the name or names of any underwriters, dealers or
agents, the purchase price of such New Bonds and the proceeds to the
Company from such sale, any underwriting discounts and other items
constituting underwriters' compensation, any initial public offering
price and any discounts or concessions allowed or reallowed or paid
by any underwriters to dealers. Any initial public offering price and
any discounts or concessions allowed or reallowed or paid to dealers
by any underwriters may be changed from time to time.
If underwriters are used in a sale of the New Bonds, such New
Bonds will be acquired by the underwriters for their own account and
may be resold from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering price
or at varying prices determined at the time of sale. The underwriters
with respect to a particular underwritten offering of New Bonds will
be named in the applicable Prospectus Supplement relating to such
offering and, if an underwriting syndicate is used, the managing
underwriter or underwriters will be set forth on the cover page of
such Prospectus Supplement. In connection with the sale of New Bonds,
the underwriters may receive compensation from the Company or from
purchasers in the form of discounts, concessions or commissions. The
underwriters will be, and any dealers participating in the
distribution of the New Bonds may be, deemed to be underwriters
within the meaning of the Securities Act of 1933, as amended. The
underwriting agreement pursuant to which any New Bonds are to be sold
will provide that the obligations of the underwriters are subject to
certain conditions precedent and that the underwriters will be
obligated to purchase all of the New Bonds if any are purchased;
provided that the agreement between the Company and the underwriter
providing for the sale of the New Bonds may provide that, under
certain circumstances involving a default of one or more
underwriters, less than all of the New Bonds may be purchased.
New Bonds may be sold directly by the Company or through agents
designated by the Company from time to time. The applicable
Prospectus Supplement will set forth the name of any agent involved
in the offer or sale of the New Bonds in respect of which such
Prospectus Supplement is delivered as well as any commissions payable
by the Company to such agent. Unless otherwise indicated in the
Prospectus Supplement, any such agent will be acting on a best
efforts basis for the period of its appointment.
Any underwriters utilized may engage in stabilizing transactions
and syndicate covering transactions in accordance with Rule 104 under
the Exchange Act. Stabilizing transactions permit bids to purchase
the underlying security so long as the stabilizing bids do not exceed
a specified maximum. Syndicate covering transactions involve
purchases of the New Bonds in the open market after the distribution
has been completed in order to cover syndicate short positions. Such
stabilizing transactions and syndicate covering transactions may
cause the price of the New Bonds to be higher than it would otherwise
be in the absence of such transactions.
If so indicated in the applicable Prospectus Supplement, the
Company will authorize agents, underwriters or dealers to solicit
offers by certain specified institutions to purchase New Bonds from
the Company at the public offering price set forth in such Prospectus
Supplement pursuant to delayed delivery contracts providing for
payment and delivery on a specified date in the future. Such
contracts will be subject to those conditions set forth in the
applicable Prospectus Supplement, and such Prospectus Supplement will
set forth the commission payable for solicitation of such contracts.
Subject to certain conditions, the Company may agree to
indemnify any underwriters, dealers, agents or purchasers and their
controlling persons against certain civil liabilities, including
liabilities under the Securities Act of 1933, as amended.
<PAGE>
$125,000,000
Entergy Mississippi, Inc.
$75,000,000
General and Refunding Mortgage Bonds,
% Series due May 1, 2006
$50,000,000
General and Refunding Mortgage Bonds,
Floating Rate Series due May 1, 2004
_____
P R O S P E C T U S S U P P L E M E N T
April , 1999
_____
Salomon Smith Barney
ABN AMRO Incorporated
BNY Capital Markets, Inc.
Chase Securities Inc.
