EXHIBIT H- 1
Form of Notice of Proposed Transactions
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- ; 70- )
Filings Under the Public Utility Holding Company Act of 1935
("Act")
ENTERGY MISSISSIPPI, INC. ("COMPANY")
NOTICE OF PROPOSAL (A) TO ISSUE AND SELL UP TO (i) $540 MILLION
OF THE COMPANY'S FIRST MORTGAGE BONDS ("BONDS") AND/OR THE
COMPANY'S DEBENTURES ("DEBENTURES"); (ii) $50 MILLION OF (a)
PREFERRED SECURITIES OF A SUBSIDIARY OF THE COMPANY ("ENTITY
INTERESTS") AND/OR (b) THE COMPANY'S PREFERRED STOCK; (iii) $46
MILLION OF TAX-EXEMPT BONDS TO BE ISSUED BY THE APPROPRIATE
GOVERNMENTAL AUTHORITY, INCLUDING THE PLEDGE OF THE COMPANY'S
BONDS UP TO $52 MILLION AS SECURITY; AND (iv) $100 MILLION OF
MUNICIPAL SECURITIES ISSUED BY THE APPROPRIATE MUNICIPAL ENTITY,
AND (B) TO ACQUIRE CERTAIN OUTSTANDING TAX-EXEMPT BONDS ISSUED
FOR THE BENEFIT OF THE COMPANY
October __, 2000
Notice is hereby given that the following filing(s) has/have
been made with the Commission pursuant to provisions of the Act
and rules promulgated thereunder. All interested persons are
referred to the application(s) and/or declaration(s) for complete
statements of the proposed transaction(s) summarized below. The
application(s) and/or declaration(s) and any amendments thereto
is/are available for public inspection through the Commission's
Office of Public Reference.
Interested persons wishing to comment or request a hearing
on the application(s) and/or declaration(s) should submit their
views in writing by October _, 2000 to the Secretary, Securities
and Exchange Commission, Washington, D.C. 20549, and serve a copy
on the relevant applicant(s) and/or declarant(s) at the
address(es) specified below. Proof of service (by affidavit or,
in case of an attorney at law, by certificate) should be filed
with the request. Any request for hearing shall identify
specifically the issues of fact or law that are disputed. A
person who so requests will be notified of any hearing, if
ordered, and will receive a copy of any notice or order issued in
the matter. After said date, the application(s) and/or
declaration(s), as filed or as amended, may be granted and/or
permitted to become effective.
Entergy Mississippi, Inc. ("EMI"), 308 East Pearl Street,
Jackson, Mississippi 39201, an electric utility subsidiary of
Entergy Corporation, a registered holding company, has filed an
application-declaration pursuant to Sections 6(a), 7, 9(a), 10,
12(b), 12(c), 12(d) and 12(e) of the Act and Rules 23, 24, 42,
44, 62 and 65 thereunder.
EMI seeks authorization to issue and sell not more than
$540,000,000 principal amount of (a) its first mortgage bonds
("Bonds") and/or (b) its debentures ("Debentures"), issued in one
or more new series from time to time no later than December 31,
2005. Each series of Bonds and/or each series of Debentures will
be sold at such price, will bear interest at such rate, either
fixed or adjustable, and will mature on such date (not more than
50 years from the first day of the month of issuance) as will be
determined at the time of sale. No series of Bonds or Debentures
will be sold if the interest rate thereon would exceed 15% per
annum. The price, exclusive of accrued interest, to be paid for
each series of Bonds and/or Debentures sold at competitive
bidding will be within a range of 95% to 105% of the principal
amount of such series. One or more series of Bonds and/or
Debentures may include provisions for redemption or retirement
prior to maturity, including restrictions on optional redemption
for a given number of years. EMI may provide an insurance policy
for the payment of the principal, premium, if any, interest and
purchase obligations in connection with one or more series of its
Bonds and/or Debentures.
EMI further proposes to issue and sell, from time to time
not later than December 31, 2005, (a) one or more new series of
the preferred securities of a subsidiary of EMI ("Entity
Interests") and/or (b) one or more new series of its preferred
stock (the "Preferred"), in a combined aggregate amount not to
exceed $50,000,000. Each series of Entity Interests will have a
stated per share liquidation preference and will be sold at such
price and will be entitled to receive distributions at such rate,
either fixed or adjustable, on such periodic basis as will be
determined, along with the maturity (not more than 50 years from
the first day of the month of issuance), at the time of sale. The
price to be paid for any series of Preferred to be sold at
competitive bidding will be not less than par or stated value and
not more than 105% thereof per share plus accumulated dividends,
if any. The price to be paid for any series of Entity Interests
to be sold at competitive bidding will be within a range of from
95% to 105% of the stated value thereof. No series of Preferred
or Entity Interests would be sold if the dividend or distribution
rate thereon would exceed 15% per annum. One or more series of
Entity Interests may include provisions for redemption or
retirement prior to maturity, including restrictions on optional
redemption for a given number of years. EMI may issue one or more
series of subordinated debentures ("Entity Subordinated
Debentures") to the issuer of the Entity Interests. The
aggregate principal amount of the Entity Subordinated Debentures
is not included in the aggregate principal amount of Bonds and/or
Debentures requested above, but would not exceed the aggregate
stated amount of the Entity Interests (together with EMI's equity
contribution relating thereto) to which such Entity Subordinated
Debentures relate. The price, exclusive of accumulated dividends,
and the dividend rate for each series of Preferred will be
determined at the time of sale. EMI may determine that the terms
of the Preferred should provide for an adjustable dividend rate
thereon to be determined on a periodic basis, subject to
specified maximum and minimum rates, rather than a fixed dividend
rate. The terms of one or more series of the Preferred may
include provisions for redemption, including restrictions on
optional redemption, and/or a sinking fund designed to redeem all
outstanding shares of such series not later than fifty years
after the date of original issuance. Depending upon market
conditions, EMI may sell one or more series of Preferred to
underwriters for deposit with a bank or trust company
("Depositary"). The underwriters would then receive from the
Depositary and deliver to the repurchasers in the subsequent
public offering shares of depositary preferred stock ("Depositary
Preferred"), each representing a stated fraction of a share of
the new series of Preferred. Depositary Preferred would be
evidenced by depositary receipts. Each owner of Depositary
Preferred would be entitled proportionally to all the rights and
preferences of the series of Preferred (including dividends,
redemption and voting). A holder of Depositary Preferred will be
entitled to surrender Depositary Preferred to the Depositary and
receive the number of whole shares of Preferred represented
thereby. A holder of Preferred will be entitled to surrender
shares of Preferred to the Depositary and receive a proportional
amount of Depositary Preferred.
EMI may determine to amend its Restated Articles of
Incorporation, as amended ("Articles"), to establish a new class
of preferred stock having no par value or a nominal par value. It
is expected that such class would rank pari passu with EMI's
existing class of preferred stock and would be identical with
such class, except as to par value, variations among series, and
voting entitlement in certain cases. In connection with any such
amendment to the Articles, certain other amendments to the
Articles unrelated to the new class of preferred stock,
including, but not limited to, an amendment to increase the
number of authorized shares of EMI's existing class of preferred
stock and/or amendments to clarify certain provisions with
respect to issuance of preferred stock with market based dividend
rates and varying dividend payment periods, may also be adopted.
Approval of outstanding stockholders of EMI would be required to
effect such an amendment to the Articles. In connection with such
an amendment, EMI would thus solicit proxies from holders of its
outstanding Preferred and seek the consent of Entergy
Corporation, the sole holder of its common stock.
EMI proposes to use the net proceeds derived from the
issuance and sale of Bonds and/or the Debentures and/or the
Entity Interests and/or the Preferred for general corporate
purposes, including, but not limited to, the conduct of its
business as an electric utility, the repayment of outstanding
securities when due and/or the possible redemption, acquisition,
or refunding of certain outstanding securities prior to their
stated maturity or due date.
EMI states that it presently contemplates selling the Bonds,
the Debentures, the Entity Interests and the Preferred by
competitive bidding, negotiated public offering or private
placement.
EMI also proposes to enter into arrangements to finance on a
tax-exempt basis certain solid waste, sewage disposal and/or
pollution control facilities ("Facilities"). EMI proposes, from
time to time through December 31, 2005, to enter into one or more
leases, subleases, installment sale agreements, refunding
agreements or other agreements and/or supplements and/or
amendments thereto (each and all of the foregoing being referred
to herein as the "Agreement") with one or more issuing
governmental authorities (individually and collectively being
referred to herein as the "Authority"), pursuant to which the
Authority may issue one or more series of tax-exempt revenue
bonds ("Tax-Exempt Bonds") in an aggregate principal amount not
to exceed $46,000,000. The net proceeds from the sale of
Tax-Exempt Bonds will be deposited by the Authority with the
trustee ("Trustee") under one or more indentures ("Indenture")
and will be applied by the Trustee to reimburse the Company for,
or to permanently finance or refinance on a tax-exempt basis, the
costs of the acquisition, construction, installation or equipping
of the Facilities.
EMI further proposes, under the Agreement, to purchase,
acquire, construct and install the Facilities unless the
Facilities are already in operation. Pursuant to the Agreement,
EMI will be obligated to make payments sufficient to pay the
principal or redemption price of, the premium, if any, and the
interest on Tax-Exempt Bonds as the same become due and payable.
Under the Agreement, EMI will also be obligated to pay certain
fees incurred in the transactions.
The price to be paid to the Authority for each series of
Tax-Exempt Bonds and the interest rate applicable thereto will be
determined at the time of sale. No series of Tax-Exempt Bonds
would be sold if the fixed interest rate or initial adjustable
interest rate thereon would exceed 13% per annum, or if
subsequent interest rates for adjustable interest rate Tax-Exempt
Bonds would exceed 13% per annum. The Agreement and the Indenture
will provide for either a fixed interest rate or an adjustable
interest rate for each series of the Tax-Exempt Bonds. The Tax-
Exempt Bonds will mature not earlier than one year nor later than
50 years from the date of issuance. Each series may be subject to
optional and mandatory redemption and/or a mandatory cash sinking
fund under which stated portions of such series would be retired
at stated times.
In order to obtain a more favorable rating and thereby
improve the marketability of the Tax-Exempt Bonds, EMI may (1)
arrange for one or more letters of credit from one or more banks
(collectively, "Bank") in favor of the Trustee (in connection
therewith, EMI may enter into a Reimbursement Agreement pursuant
to which EMI would agree to reimburse the Bank for amounts drawn
under the letters of credit and to pay commitment and/or letter
of credit fees), (2) provide an insurance policy for the payment
of the principal, premium, if any, interest and purchase
obligations in connection with one or more series of Tax-Exempt
Bonds, or (3) obtain authentication of one or more new series of
Bonds ("Collateral Bonds") to be issued under EMI's General and
Refunding Mortgage on the basis of unfunded net property
additions and/or previously retired First Mortgage Bonds or
General and Refunding Mortgage Bonds and delivered and pledged to
the Trustee and/or the Bank to evidence and secure EMI's
obligations under the Agreement and/or the Reimbursement
Agreement. In addition, EMI may grant to the Authority, the Bank
or the Trustee a lien, subordinate to the lien of EMI's General
and Refunding Mortgage, on the Facilities.
EMI also proposes to enter into arrangements for the
issuance of up to $100,000,000 aggregate principal amount of
Municipal Securities. EMI proposes from time to time through
December 31, 2005 to enter into one or more agreements, either
directly or through an affiliate of EMI, with such governmental
authority as may be authorized by state or local law
(collectively referred to herein as the "Municipal Entity"),
whereby the Municipal Entity will issue securities to the public
on behalf of EMI or will loan money to EMI through a bank, an
affiliate of EMI, or other person, where the proceeds of such
financing will be used to pay certain of EMI's costs. EMI will
enter into such arrangements to benefit from certain tax
exemptions offered by a state or local taxing authority. Certain
purchasers of Municipal Securities may benefit from state or
local income tax exemptions on interest they receive from the
Municipal Securities
In addition to any acquisitions, retirements or redemptions
of its outstanding securities that may be effected by the Company
pursuant to the exemptions set forth in Rule 42 under the Act or
other rules or Orders of the Commission in effect from time to
time, EMI proposes to use the proceeds from the sale of the
Bonds, Debentures, Entity Interests, Preferred and/or Tax-Exempt
Bonds, together with other available funds to acquire, through
tender offers or otherwise, at any time, or from time to time,
through December 31, 2005, in whole or in part, prior to their
respective maturities, one or more series of outstanding Tax-
Exempt Bonds issued for the benefit of EMI.
For the Commission, by the Division of Investment
Management, pursuant to delegated authority.
Jonathan G. Katz
Secretary
