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,
6.20% Series due May 1, 2004
$50,000,000
General and Refunding Mortgage Bonds,
Floating Rate Series due May 3, 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, and at
maturity. 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 Bonds?Interest
and Maturity?Floating Rate Bonds," the per annum interest rate on the
Floating Rate Bonds for each interest period will be reset quarterly
based on LIBOR plus 0.65%.
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 Bonds?Redemption."
______
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.
______
<TABLE>
<CAPTION>
Per Fixed Total Per Floating Total
Rate Bond Rate Bond
<S> <C> <C> <C> <C>
Public Offering Price 99.823% $74,867,250 100.000% $50,000,000
Underwriting Discount 0.600% $450,000 0.450% $225,000
Proceeds to Entergy Mississippi 99.223% $74,417,250 99.550% $49,775,000
(before expenses)
</TABLE>
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 4, 1999.
______
Salomon Smith Barney ABN AMRO Incorporated BNY Capital Markets, Inc.
Chase Securities Inc.
April 28, 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.
<TABLE>
<CAPTION>
1998 1997 1996 1995 1994
For the years ended December 31,
<S> <C> <C> <C> <C> <C>
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 Fixed Charges(c) 3.04 2.98 3.40 2.92 2.12
</TABLE>
Amount Percent of
Capitalization
As of December 31, 1998(d)
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 adjustments?net 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, 6.20% Series due May 1, 2004 (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
7.20% per annum.
Floating Rate Bonds
Entergy Mississippi is also issuing $50,000,000 of General and
Refunding Mortgage Bonds, Floating Rate Series due May 3, 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, and at maturity 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 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 0.65%; 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 0.65%.
(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 0.65%; 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 a holder 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 Bonds?Book-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 0.20%.
"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 (or commencing on the issue
date for the Floating Rate Bonds, if no interest has been paid or duly
made available for payment since that date) 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 after April 30, 1999 (other than
dividends that have been declared by Entergy Mississippi on or 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 Rate Floating Rate
Bonds Bonds
Salomon Smith Barney Inc. $45,000,000 $30,500,000
ABN AMRO Incorporated 10,000,000 6,500,000
BNY Capital Markets, Inc. 10,000,000 6,500,000
Chase Securities Inc. 10,000,000 6,500,000
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 0.350% of the principal amount of the Fixed Rate
Bonds and 0.250% 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 0.250% of the
principal amount of the Fixed Rate Bonds and 0.200% 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 0.600%
Per Floating Rate Bond 0.450%
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:
1998 1997 1996 1995 1994
Twelve Months Ended December 31,
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 adjustments?net 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 Counsel?Corporate 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 "?Security" 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,
6.20% Series due May 1, 2004
$50,000,000
General and Refunding Mortgage Bonds,
Floating Rate Series due May 3, 2004
_____
P R O S P E C T U S S U P P L E M E N T
April 28, 1999
_____
Salomon Smith Barney
ABN AMRO Incorporated
BNY Capital Markets, Inc.
Chase Securities Inc.
