As filed with the Securities and Exchange Commission on January 11, 2001.
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_____________________________
ENTERGY MISSISSIPPI, INC.
(Exact name of registrant as specified in charter)
State of Mississippi 64-0205830
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
308 East Pearl Street
Jackson, Mississippi 39201
(601) 969-2311
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
Carolyn C. Shanks Steven C. McNeal
President Vice President and Treasurer
Entergy Mississippi, Inc. Entergy Mississippi, Inc.
308 East Pearl Street 639 Loyola Avenue
Jackson, Mississippi 39201 New Orleans, Louisiana 70113
(601) 368-5000 (504) 576-4363
Denise C. Redmann, Esq.
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, Louisiana 70113
(504) 576-2272
(Names, addresses, including zip codes, and telephone numbers, including
area codes, of agents for service)
Approximate date of commencement of proposed sale to the public: From
time to time after this registration statement becomes effective when
warranted by market conditions and other factors.
________________________________
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in
connection with dividend or reinvestment plans, check the following
box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. [ ] _______________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] ______________
If delivery of the prospectus is expected to be made pursuant to
Rule 434, check the following box. [ ]
<TABLE>
<CAPTION>
_______________________________
CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum
Title of Each Class of Maximum Aggregate Amount of
Securities to be Amount to be Offering Price Offering Registration
Registered Registered Per Unit* Price* Fee
<S> <C> <C> <C> <C>
First Mortgage Bonds..
Debt Securities......
Total $540,000,000 (1) 100% $540,000,000 (2)
</TABLE>
* Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(o) under the Securities Act of 1933.
(1) Not specified with respect to each class of securities to be
registered by the registrant pursuant to General Instruction II. D. to
Form S-3.
(2) An aggregate principal amount of $55,000,000 of unsold General &
Refunding Mortgage Bonds registered by the registrant pursuant to
Registration Statement No. 333-54023 is being carried forward to this
Registration Statement pursuant to Rule 429 under the Securities Act of
1933. The registration fee of $16,225 associated with such securities
was previously paid. Accordingly, pursuant to such Rule 429, the total
amount of securities to which the prospectus contained in this
Registration Statement relates, when combined with the unsold
securities registered pursuant to Registration Statement No. 333-54023,
is $540,000,000, $485,000,000 of which are additional securities to be
registered pursuant to this Registration Statement. A registration fee
of $121,250 is being paid herewith in connection with the registration
of such additional securities.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states
that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until
this Registration Statement shall become effective on such date as
the Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.
<PAGE>
Subject to completion
Dated January 11, 2001 PROSPECTUS
$540,000,000
First Mortgage Bonds
and
Debt Securities
ENTERGY MISSISSIPPI, INC.
308 East Pearl Street
Jackson, Mississippi 39201
(601) 368-5000
Entergy Mississippi -
- May periodically offer its first mortgage bonds
and its debt securities in one or more series; and
- Will determine the price and other terms of each
series of securities when sold, including whether any
series will be subject to redemption prior to
maturity.
The First Mortgage Bonds -
- Will be secured by a mortgage that constitutes a
first mortgage lien on substantially all of our
property.
The Debt Securities -
- Will be unsecured and will rank equally with all
of our other unsecured and unsubordinated debt; and
- Will be effectively subordinated to all of our
secured debt, including our first mortgage bonds.
Securityholders -
- Will receive interest payments in the amounts
and on the dates specified in an accompanying
prospectus supplement.
This prospectus may be used to offer and sell series of
securities only if accompanied by the prospectus supplement for
that series. Entergy Mississippi will provide the specific terms
of these securities, including their offering prices, interest
rates and maturities, in supplements to this prospectus. The
supplements may also add, update or change information in this
prospectus. You should read this prospectus and any supplements
carefully before you invest.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
January 11, 2001
<PAGE>
About this Prospectus
This prospectus is part of a registration statement we filed
with the Securities and Exchange Commission, or SEC, utilizing a
"shelf" registration process. Under this shelf process, we may
sell the securities described in this prospectus in one or more
offerings up to a total dollar amount of $540,000,000. This
prospectus provides a general description of the securities being
offered. Each time we sell a series of securities we will
provide a prospectus supplement containing specific information
about the terms of that series of securities and the related
offering. It is important for you to consider the information
contained in this prospectus and the related prospectus
supplement together with additional information described under
the heading "Where You Can Find More Information" in making your
investment decision.
Entergy Mississippi, Inc.
Entergy Mississippi, Inc. is an electric public utility
company providing service to customers in the State of
Mississippi since 1923.
We are owned by Entergy Corporation, which is a public
utility holding company registered under the Public Utility
Holding Company Act of 1935. The other major public utilities
owned by Entergy Corporation are Entergy Arkansas, Inc., Entergy
Gulf States, Inc., Entergy Louisiana, Inc. and Entergy New
Orleans, Inc. Entergy Corporation also owns all of the common
stock of System Energy Resources, Inc., the principal asset of
which is the Grand Gulf Electric Generating Station.
Capacity and energy from Grand Gulf is allocated among
ourselves, Entergy Arkansas, Inc., Entergy Louisiana, Inc. and
Entergy New Orleans, Inc. under a unit power sales agreement.
Our allocated share of Grand Gulf's capacity and energy, together
with related costs is 33%. Payments we make under the unit power
sales agreement are generally recovered through rates set by the
Mississippi Public Service Commission, which regulates our
electric service, rates and charges.
Together with Entergy Arkansas, Inc., Entergy Louisiana,
Inc. and Entergy New Orleans, Inc., we own all of the capital
stock of System Fuels, Inc. System Fuels, Inc. is a special
purpose company that implements and maintains certain programs
for the purchase, delivery and storage of fuel supplies for
Entergy Corporation's utility subsidiaries.
The information above is only a summary and is not complete.
You should read the incorporated documents listed under the
caption "Where You Can Find More Information" for more specific
information concerning our business and affairs, including
significant contingencies, our general capital requirements, our
financing plans and capabilities, and pending legal and
regulatory proceedings, including the status of industry
restructuring in our service areas.
Ratios of Earnings to Fixed Charges
We have calculated ratios of earnings to fixed charges
pursuant to Item 503 of SEC Regulation S-K as follows:
Twelve Months
Ended Twelve Months Ended
September 30, December 31,
2000 1999 1998 1997 1996 1995
2.38 2.44 3.12 2.98 3.40 2.92
"Earnings," as defined by 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 estimated interest
applicable to rentals.
Where You Can Find More Information
We are required to file annual, quarterly and current
reports, proxy statements and other information with the SEC.
Our filings are available to the public on the Internet at the
SEC's home page located at (http://www.sec.gov) or you may read
and copy any document at the SEC Public Reference Room located
at:
450 Fifth Street, N.W.
Room 1024
Washington, D.C. 20549-1004.
Call the SEC at 1-800-732-0330 for more information about the
public reference room and how to request documents.
The SEC allows us to "incorporate by reference" the
information filed by us with the SEC, which means we can refer
you to important information without restating it in this
prospectus. The information incorporated by reference is an
important part of this prospectus, and information that we file
later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed
below, all documents that we file with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
after the date of the initial registration statement to which
this prospectus relates and prior to the effectiveness of the
registration statement along with any future filings that we make
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until we have sold all of the
securities described in this prospectus:
1. Annual Report on Form 10-K for the year ended December 31,
1999; and
2. Quarterly Reports on Form 10-Q for the quarters ended March
31, June 30 and September 30, 2000.
You may access a copy of any or all of these filings, free
of charge, at our web site (http://www.entergy.com) or by writing
or telephoning us at the following address:
Mr. Christopher T. Screen
Assistant Secretary
Entergy Mississippi, Inc.
P. O. Box 61000
New Orleans, Louisiana 70161
(504) 576-4212
You may also direct your requests via e-mail to
[email protected].
You should rely only on the information incorporated by
reference or provided in this prospectus or any prospectus
supplement. We have not, nor have any underwriters, dealers or
agents, authorized anyone else to provide you with different
information about us or the securities. We are not, nor are any
underwriters, dealers or agents, making an offer of the
securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus or any
prospectus supplement is accurate as of any date other than the
date on the front of those documents or that the documents
incorporated by reference in this prospectus are accurate as of
any date other than the date those documents were filed with the
SEC.
Use of Proceeds
The net proceeds from the offering of the securities will be used
either (a) to acquire or redeem one or more series of our
outstanding securities on their stated due dates or in some cases
prior to their stated due dates or (b) for other general
corporate purposes. The specific purposes for the proceeds of a
particular series of securities or the specific securities, if
any, to be acquired or redeemed with the proceeds of a particular
series of securities will be set forth in the prospectus
supplement relating to that series.
Description of the First Mortgage Bonds
General
We will issue the first mortgage bonds offered by this
prospectus from time to time in one or more series under one or
more separate supplemental indentures to the Mortgage and Deed of
Trust dated as of February 1, 1988 with The Bank of New York,
successor corporate trustee, and Stephen J. Giurlando, successor
co-trustee, together referred to in this prospectus as trustees.
This Mortgage and Deed of Trust, as amended and supplemented, is
referred to in this prospectus as the "mortgage". All first
mortgage bonds issued or to be issued under the mortgage,
including the first mortgage bonds offered by this prospectus,
are referred to herein as " first mortgage bonds."
The statements in this prospectus and any accompanying
prospectus supplement concerning the first mortgage bonds and the
mortgage are not comprehensive and are subject to the detailed
provisions of the mortgage. The mortgage and a form of
supplemental indenture are filed as exhibits to the registration
statement. You should read these documents for provisions that
may be important to you. The mortgage has been qualified under
the Trust Indenture Act of 1939. You should refer to the Trust
Indenture Act for provisions that apply to the first mortgage
bonds. Wherever particular provisions or defined terms in the
mortgage are referred to under the "Description of the First
Mortgage Bonds" those provisions or defined terms are
incorporated by reference in this prospectus.
Terms of Specific Series of the First Mortgage Bonds.
A prospectus supplement relating to each series of first
mortgage bonds offered by this prospectus will include a
description of the specific terms relating to the offering of
that series. These terms will include any of the following terms
that apply to that series:
(1) the designation, or name, of the series of first mortgage
bonds;
(2) the aggregate principal amount of the series;
(3) the offering price of the series;
(4) the date on which the series will mature;
(5) the rate or method for determining the rate at which the
series will bear interest;
(6) the date from which interest on the series accrues;
(7) the dates on which interest on the series will be payable;
(8) the prices and other terms and conditions, if any, upon
which we may redeem the series prior to maturity;
(9) the applicability of the dividend covenant described below
to the series;
(10) the terms of any insurance policy that will be provided for
the payment of principal of and/or interest on the series; and
(11) any other terms or provisions relating to that series that
are not inconsistent with the mortgage.
Unless otherwise set forth in a prospectus supplement, the
first mortgage bonds offered by this prospectus will not have the
benefit of any sinking or improvement fund or any maintenance or
replacement fund.
As of September 30, 2000, we had $540 million of first
mortgage bonds outstanding.
Security
The first mortgage bonds offered by this prospectus,
together with all other first mortgage bonds outstanding now or
in the future under the mortgage, will be secured by the
mortgage. In the opinion of our counsel, the mortgage
constitutes a first mortgage lien on substantially all of our
property subject to bankruptcy law and:
(1) minor defects and encumbrances customarily found in similar
properties that do not materially impair the use of the property
in the conduct of our business,
(2) other liens, defects and encumbrances, if any, existing or
placed thereon at the time of our acquisition of the property,
and
(3) excepted encumbrances.
The mortgage does not create a lien on the following
"excepted property":
(1) cash and securities;
(2) all merchandise, equipment, apparatus and supplies held for
sale or other disposition in the usual course of business or
consumable during use;
(3) automobiles, vehicles and aircraft, timber, minerals,
mineral rights and royalties; and
(4) receivables, contracts, leases and operating agreements.
The mortgage contains provisions that impose a lien of the
mortgage on property we acquire after the date of the mortgage,
other than excepted property, subject to pre-existing liens.
However, if we consolidate or merge with, or sell substantially
all of our assets to, another corporation, the lien created by
the mortgage will generally not cover the property of the
successor company, other than the property it acquires from us
and improvements, replacements and additions to that property.
The mortgage also provides that the trustees have a lien on
the mortgaged property to ensure the payment of their reasonable
compensation, expenses and disbursements and for indemnity
against certain liabilities. This lien takes priority over the
lien securing the first mortgage bonds.
Issuance of Additional First Mortgage Bonds.
There is no limit to the amount of first mortgage bonds that we
can issue under the mortgage. First mortgage bonds of any series
may be issued from time to time on the following bases:
(1) 70% of property additions after adjustments to offset
retirements;
(2) retirements of first mortgage bonds or bonds issued under
our discharged Mortgage and Deed of Trust, dated as of September
1, 1944; or
(3) deposit of cash with the trustees.
Property additions generally include, among other things,
electric, gas, steam or hot water property acquired after
December 31, 1987. Securities, automobiles, vehicles or aircraft,
or property used principally for the production or gathering of
natural gas may not be included as property additions. Deposited
cash may be withdrawn upon the bases stated in clause (1) or (2)
above.
As of September 30, 2000, we could have issued approximately
$89 million of additional first mortgage bonds on the basis of
net property additions and $325 million on the basis of retired
bond credits.
With certain exceptions in the case of clause (2) above, the
issuance of first mortgage bonds must meet an "earnings" test.
The adjusted net earnings, before income taxes, for 12
consecutive months of the preceding 18 months, must be at least
twice the annual interest requirements on all first mortgage
bonds outstanding at the time, including the additional first
mortgage bonds to be issued, plus all indebtedness, if any, of
prior rank. In general, interest on variable interest rate bonds,
if any, is calculated using the average rate in effect during
such 12 month period.
The mortgage contains restrictions on the issuance of first
mortgage bonds against property subject to liens.
Other than the security afforded by the lien of the mortgage
and restrictions on the issuance of additional first mortgage
bonds described above, there are no provisions of the mortgage
which grant the holders of the first mortgage bonds protection in
the event of a highly leveraged transaction involving us.
However, such a transaction would require approval by the SEC and
the Mississippi Public Service Commission. We believe it
unlikely that we could obtain those approvals in a highly
leveraged context.
Release and Substitution of Property
We may release property from the lien of the mortgage,
without applying an earnings test, on the following bases:
(1) the deposit of cash or, to a limited extent, purchase money
mortgages;
(2) 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
(3) a waiver of the right to issue first mortgage bonds.
We can withdraw cash upon the bases stated in clauses (2) and (3)
above. Property we owned on December 31, 1987 may be released on
the basis of its depreciated book value while all other property
may be released on the basis of its cost, as defined in the
mortgage.
We may release unfunded property if after such release at
least one dollar ($1) in unfunded property remains subject to the
lien of the mortgage.
Dividend Covenant
We may covenant that, so long as a particular series of
first mortgage bonds remains outstanding, we 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 that
series of first mortgage bonds, other than certain dividends that
we may declare prior to this date, except out of credits to
retained earnings after this selected date plus an amount not to
exceed $250 million plus any additional amounts that the SEC may
approve. The prospectus supplement relating to a particular
series of first mortgage bonds will state if this covenant will
apply to that series.
Modification
Your rights as a bondholder may be modified with the consent
of the holders of a majority in aggregate principal amount of the
first mortgage bonds, or, if less than all series of first
mortgage bonds are adversely affected, with the consent of the
holders of a majority in aggregate principal amount of the first
mortgage bonds adversely affected. In general, no modification:
(1) affecting the terms of payment of principal, premium, if
any, or interest,
(2) affecting the lien of the mortgage, or
(3) reducing the percentage required for modification,
is effective against any bondholder without that bondholder's
consent.
Defaults and Notices Thereof
Defaults under the mortgage include:
(1) default in the payment of principal;
(2) default for 30 days in the payment of interest;
(3) certain events of bankruptcy, insolvency or reorganization;
(4) defaults under a supplemental indenture; and
(5) default in other covenants for 90 days after notice (unless
we have in good faith commenced efforts to perform the covenant).
The corporate trustee or the holders of 25% of the first
mortgage bonds may declare the principal and interest due and
payable on default. However, a majority of the holders may annul
such declaration if the default has been cured. No holder of
first mortgage bonds may enforce the lien of the mortgage without
giving the trustees written notice of a default and unless
(1) the holders of 25% of the first mortgage bonds have
requested the trustees in writing to act and offered them
reasonable opportunity to act and indemnify satisfactory to them
against the costs, expenses and liabilities to be incurred
thereby; and
(2) the trustees shall have failed to act within sixty (60) days
of such request.
The holders of a majority in aggregate principal amount of the
first mortgage 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 the mortgage provisions is evidenced by
written statements of our officers or persons we select or pay.
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. We must give the
corporate trustee an annual certificate as to whether or not we
have fulfilled our obligations under the mortgage throughout the
preceding year.
Satisfaction and Discharge of Mortgage
After we provide for the payment of all of the first
mortgage bonds (including the first mortgage bonds offered by
this prospectus) and after paying all other sums due under the
mortgage, the mortgage may be satisfied and discharged. The
first mortgage bonds will be deemed to have been paid when money
or Eligible Obligations (as defined below) sufficient to pay the
first mortgage 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 the setting
apart or deposit does not require registration under the
Investment Company Act of 1940, does not violate any applicable
laws and does not result in a taxable event with respect to the
holders of the first mortgage bonds prior to the time of their
right to receive payment. "Eligible Obligations" means
obligations of the United States of America which do not permit
the redemption thereof at the issuer's option.
Description of Debt Securities
General
The debt securities will be our direct unsecured general
obligations. We will issue the debt securities offered by this
prospectus from time to time in one or more series under one or
more separate indentures between us and the financial
institution(s) that we will name in the prospectus supplement, as
trustee. This indenture or indentures are collectively referred
to in this prospectus as the "indenture".
The following description summarizes certain general terms
and provisions of the debt securities offered by this prospectus.
This summary is not complete and should be read together with the
prospectus supplement describing the specific terms of the debt
securities. The form of the indenture is filed as an exhibit to
the registration statement. You should read the indenture for
provisions that may be important to you. The indenture will be
qualified under the Trust Indenture Act of 1939. You should
refer to the Trust Indenture Act for provisions that apply to the
debt securities. Whenever particular provisions or defined terms
in the indenture are referred to under this "Description of Debt
Securities," those provisions or defined terms are incorporated
by reference in this prospectus.
The debt securities will rank equally with all of our other
unsecured and unsubordinated debt. As of September 30, 2000, we
had $16 million of unsecured and unsubordinated debt that would
have ranked equally with the debt securities.
The debt securities will be effectively subordinated to all
of our secured debt, including our first mortgage bonds. As of
September 30, 2000, we had $570 million of secured debt
outstanding.
Terms of Specific Series of the Debt Securities
A prospectus supplement relating to each series of debt
securities offered by this prospectus will include a description
of the specific terms relating to the offering of that series.
These terms will include any of the following terms that apply to
that series:
(1) the title of the debt securities;
(2) the total principal amount of the debt securities;
(3) the date or dates on which the principal of the debt
securities will be payable or how the date or dates will be
determined;
(4) the rate or rates at which the debt securities will bear
interest, or how the rate or rates will be determined, the date
or dates from which any such interest will accrue, the interest
payment dates for the debt securities and the regular record
dates for interest payments;
(5) the percentage, if less than 100%, of the principal amount
of the debt securities that will be payable if the maturity of
the debt securities is accelerated;
(6) any period or periods within which, or any date or dates on
which, and the price or prices at which and the terms and
conditions upon which, we may redeem the debt securities at our
option and any restrictions on those redemptions;
(7) any sinking fund or other provisions or options held by
holders of debt securities that would obligate us to repurchase
or otherwise redeem the debt securities;
(8) any changes or additions to the events of default under the
indenture or changes or additions to our covenants under the
indenture;
(9) if the debt securities will be issued in denominations other
than $1,000;
(10) if payments on the debt securities may be made in a currency
or currencies other than United States dollars;
(11) any collateral, security, assurance or guarantee for the
debt securities; and
(12) any other terms of the debt securities not inconsistent with
the terms of the indenture.
Our amended and restated articles of incorporation generally
limit the amount of unsecured debt that we may issue to the
equivalent of 20% of the total of all our secured debt and total
equity. As of September 30, 2000, approximately $99 million of
additional unsecured debt with a maturity of less than ten years
or $167 million of additional unsecured debt with a maturity ten
years or greater could have been issued under this provision. The
indenture does not limit the principal amount of debt securities
we may issue under the indenture.
We may sell debt securities at a discount below their
principal amount. We may describe in the prospectus supplement
United States federal income tax considerations applicable to
debt securities sold at an original issue discount. In addition,
we may describe in the prospectus supplement important United
States federal income tax or other tax considerations applicable
to any debt securities denominated or payable in a currency or
currency unit other than United States dollars.
Except as we may otherwise describe in the prospectus
supplement, the covenants contained in the indenture will not
afford holders of debt securities protection in the event of a
highly-leveraged or similar transaction involving us or in the
event of a change of control.
Payment and Paying Agents
Except as we may otherwise provide in the prospectus
supplement, we will pay interest, if any, on each debt security
payable on each interest payment date to the person in whose name
that debt security is registered as of the close of business on
the regular record date for that interest payment date. However,
interest payable at maturity will be paid to the person to whom
the principal is paid. If there has been a default in the
payment of interest on any debt security, the defaulted interest
may be paid to the holder of such debt security as of the close
of business on a date to be fixed by the trustee between 10 and
15 days prior to the date proposed by us for payment of such
defaulted interest or in any other manner permitted by any
securities exchange on which that debt security may be listed, if
the trustee finds it practicable.
Unless we otherwise specify in the prospectus supplement,
principal of, and premium, if any, and interest on the debt
securities at maturity will be payable upon presentation of the
debt securities at the corporate trust office of the trustee in
The City of New York, as our paying agent. We may change the
place of payment on the debt securities, may appoint one or more
additional paying agents, including us, and may remove any paying
agent, all at our discretion.
As long as the debt securities are registered in the name of
The Depository Trust Company, or DTC, or its nominee, as
described under the caption "Book-Entry Only Securities,"
payments of principal, premium, if any, and interest will be made
to DTC for subsequent disbursement to beneficial owners of the
debt securities.
Registration and Transfer
Unless we otherwise specify in the prospectus supplement,
and subject to restrictions related to the issuance of debt
securities through DTC's book-entry system, the transfer of debt
securities may be registered, and debt securities may be
exchanged for other debt securities of the same series or
tranche, of authorized denominations and with the same terms and
principal amount, at the corporate trust office of the trustee in
The City of New York. We may change the place for registration
of transfer and exchange of the debt securities and may designate
additional places for registration and exchange. Unless we
otherwise provide in the prospectus supplement, no service charge
will be made for any registration of transfer or exchange of the
debt securities. However, we may require payment to cover any
tax or other governmental charge that may be imposed. We will
not be required to execute or to provide for the registration of
transfer of, or the exchange of, (1) any debt security during the
15 days prior to giving any notice of redemption or (2) any debt
security selected for redemption, except the unredeemed portion
of any debt security being redeemed in part.
Satisfaction and Discharge
We will be discharged from our obligations on the debt
securities of a particular series if we deposit with the trustee
sufficient cash or government securities to pay the principal,
interest, any premium and any other sums when due on the stated
maturity date or a redemption date of that series of debt
securities.
The indenture will be deemed satisfied and discharged when
no debt securities remain outstanding and when we have paid all
other sums payable by us under the indenture.
Consolidation, Merger and Sale of Assets
Under the terms of the indenture, we may not consolidate
with or merge into any other entity or convey, or transfer or
lease our properties and assets substantially as an entirety to
any entity, unless:
(1) the surviving or successor entity is organized and validly
existing under the laws of any domestic jurisdiction and it
expressly assumes our payment obligations on all outstanding debt
securities and our obligations under the indenture;
(2) immediately after giving effect to the transaction, no event
of default and no event which, after notice or lapse of time or
both, would become an event of default, shall have occurred and
be continuing; and
(3) we shall have delivered to the trustee an officer's
certificate and an opinion of counsel as provided in the
indenture.
So long as we comply with the conditions in clauses (2) and
(3) above, the terms of the indenture do not restrict us in a
merger in which we are the surviving entity.
Events of Default
"Event of default", when used in the indenture with respect
to any series of debt securities, means any of the following:
(1) failure to pay interest on any debt security of that series
for 60 days after it is due;
(2) failure to pay the principal of or any premium on any debt
security of that series when due;
(3) failure to perform any other covenant in the indenture,
other than a covenant that does not relate to that series of debt
securities, that continues for 60 days after we receive written
notice from the trustee, or after we and the trustee receive
written notice from the holders of at least 33% in principal
amount of the outstanding debt securities of that series;
however, the trustee or the trustee and the holders of that
principal amount of debt securities of that series can agree to
an extension of the 60 day period and such an agreement to extend
will be automatically deemed to occur if we are diligently
pursuing action to correct the default;
(4) events in bankruptcy, insolvency or our reorganization
specified in the indenture; or
(5) any other event of default specified for that series of debt
securities.
An event of default for a particular series of debt
securities does not necessarily constitute an event of default
for any other series of debt securities issued under the
indenture. The trustee may withhold notice to the holders of
debt securities of any default, except default in the payment of
principal, premium or interest, if it considers the withholding
of notice to be in the interests of holders.
Remedies
Acceleration of Maturity
If an event of default for any series of debt securities
occurs and continues, then either the trustee or the holders of
at least 33% in principal amount of that series may declare the
entire principal amount of all the debt securities of that
series, together with accrued interest, to be due and payable
immediately. However, if the event of default is applicable to
more than one series of debt securities under the indenture, only
the trustee or holders of at least 33% in principal amount of the
outstanding debt securities of all affected series, voting as one
class, and not the holders of any one series, may make that
declaration of acceleration.
At any time after a declaration of acceleration with respect
to the debt securities of any series has been made and before a
judgment or decree for payment of the money due has been
obtained, the event of default giving rise to that declaration of
acceleration will be considered waived, and that declaration and
its consequences will be considered rescinded and annulled, if:
(1) we have paid or deposited with the trustee a sum sufficient
to pay:
(a) all overdue interest on all debt securities of that series;
(b) the principal of and premium, if any, on any debt securities
of that series which have become due otherwise than by the
declaration of acceleration and interest that is due on that
principal;
(c) interest on overdue interest; and
(d) all amounts due to the trustee under the indenture; and
(2) any other event of default with respect to the debt
securities of that series, other than the non-payment of
principal which has become due solely by the declaration of
acceleration, has been cured or waived as provided in the
indenture.
There is no automatic acceleration, even in the event of our
bankruptcy, insolvency or reorganization.
Right to Direct Proceedings
Other than its duties in case of an event of default, the
trustee is not obligated to exercise any of its rights or powers
under the indenture at the request, order or direction of any of
the holders, unless the holders offer the trustee reasonable
security or indemnity. If they provide this reasonable security
or indemnity, the holders of a majority in principal amount of
any series of debt securities will have the right to direct the
time, method and place of conducting any proceeding for any
remedy available to the trustee, or exercising any power
conferred upon the trustee. However, if the event of default
relates to more than one series of debt securities, only the
holders of a majority in aggregate principal amount of all
affected series, voting as one class, will have the right to give
this direction and not the holders of any one series. The
trustee is not obligated to comply with directions that conflict
with law or other provisions of the indenture.
Limitation on Right to Institute Proceedings
No holder of debt securities of any series will have any
right to institute any proceeding under the indenture, or any
remedy under the indenture, unless:
(1) the holder has previously given to the trustee written
notice of a continuing event of default;
(2) the holders of a majority in aggregate principal amount of
the outstanding debt securities of all series in respect of which
an event of default shall have occurred and be continuing have
made a written request to the trustee, and have offered
reasonable indemnity to the trustee to institute proceedings; and
(3) the trustee has failed to institute any proceeding for 60
days after that notice, request and offer of indemnity.
However, these limitations do not apply to a suit by a
holder of a debt security for payment of the principal, premium,
if any, or interest on that debt security on or after the
applicable due date.
Annual Notice to Trustee
We will provide to the trustee an annual statement by an
appropriate officer as to our compliance with all conditions and
covenants under the indenture.
Modification and Waiver
Without the consent of any holder of debt securities, we may
enter into one or more supplemental indentures for any of the
following purposes:
(1) to evidence the assumption by any permitted successor of our
covenants in the indenture and in the debt securities;
(2) to add additional covenants or to surrender any of our
rights or powers under the indenture;
(3) to add additional events of default;
(4) to change or eliminate any provision of the indenture or to
add any new provision to the indenture; provided, however, if the
change, elimination or addition will adversely affect the
interests of the holders of debt securities of any series in any
material respect, the change, elimination or addition will become
effective only:
(a) when the consent of the holders of debt securities of that
series has been obtained in accordance with the indenture; or
(b) when no debt securities of the affected series remain
outstanding under the indenture;
(5) to provide collateral security for all but not part of the
debt securities;
(6) to establish the form or terms of debt securities of any
series as permitted by the indenture;
(7) to provide for the authentication and delivery of bearer
securities and coupons attached thereto;
(8) to evidence and provide for the acceptance of appointment of
a successor trustee;
(9) to provide for the procedures required for use of a non-
certificated system of registration for the debt securities of
all or any series;
(10) to change any place where principal, premium, if any, and
interest shall be payable, debt securities may be surrendered for
registration of transfer or exchange and notices to us may be
served; or
(11) to cure any ambiguity or inconsistency or to make any other
change to the provisions or to add other provisions with respect
to matters or questions arising under the indenture; provided
that the action does not adversely affect the interests of the
holders of debt securities of any series in any material respect.
The holders of a majority in aggregate principal amount of
the debt securities of all series then outstanding may waive our
compliance with some restrictive provisions of the indenture.
The holders of a majority in principal amount of the outstanding
debt securities of any series may waive any past default under
the indenture with respect to that series, except a default in
the payment of principal, premium, if any, or interest and
certain covenants and provisions of the indenture that cannot be
modified or amended without the consent of the holder of each
outstanding debt security of the series affected.
If the Trust Indenture Act of 1939 is amended after the date
of the indenture in such a way as to require changes to the
indenture, the indenture will be deemed to be amended so as to
conform to that amendment to the Trust Indenture Act of 1939. We
and the trustee may, without the consent of any holders, enter
into one or more supplemental indentures to evidence that
amendment.
The consent of the holders of a majority in aggregate
principal amount of the debt securities of all series then
outstanding, voting as one class, is required for all other
modifications to the indenture. However, if less than all of the
series of debt securities outstanding are directly affected by a
proposed supplemental indenture, then only the consent of the
holders of a majority in aggregate principal amount of all series
that are directly affected, voting as one class, will be
required. No supplemental indenture may:
(1) change the stated maturity of the principal of, or any
installment of principal of or interest on, any debt security, or
reduce the principal amount of any debt security or its rate of
interest or change the method of calculating the interest rate or
reduce any premium payable upon redemption, or reduce the amount
of principal that would be due and payable upon a declaration of
acceleration of the maturity thereof, or change the currency in
which payments are made, or impair the right to institute suit
for the enforcement of any payment on or after the stated
maturity of any debt security, without the consent of the holder
of that debt security;
(2) reduce the percentage in principal amount of the outstanding
debt securities of any series the consent of the holders of which
is required for any supplemental indenture or any waiver of
compliance with a provision of the indenture or any default
thereunder and its consequences, or reduce the requirements for
quorum or voting, without the consent of all the holders of the
series; or
(3) modify some of the provisions of the indenture relating to
supplemental indentures, waivers of certain covenants and waivers
of past defaults with respect to the debt securities of any
series, without the consent of the holder of each outstanding
debt security affected thereby.
A supplemental indenture which changes the indenture solely
for the benefit of one or more particular series of debt
securities, or modifies the rights of the holders of debt
securities of one or more series, will not affect the rights
under the indenture of the holders of the debt securities of any
other series.
The indenture provides that debt securities owned by us or
anyone else required to make payment on the debt securities shall
be disregarded and considered not to be outstanding in
determining whether the required holders have given a request or
consent.
We may fix in advance a record date to determine the
required number of holders entitled to give any request, demand,
authorization, direction, notice, consent, waiver or other such
act of the holders, but we shall have no obligation to do so. If
we fix a record date, that request, demand, authorization,
direction, notice, consent, waiver or other act of the holders
may be given before or after that record date, but only the
holders of record at the close of business on that record date
will be considered holders for the purposes of determining
whether holders of the required percentage of the outstanding
debt securities have authorized or agreed or consented to the
request, demand, authorization, direction, notice, consent,
waiver or other act of the holders. For that purpose, the
outstanding debt securities shall be computed as of the record
date. Any request, demand, authorization, direction, notice,
consent, election, waiver or other act of a holder will bind
every future holder of the same debt securities and the holder of
every debt security issued upon the registration of transfer of
or in exchange of those debt securities. A transferee will be
bound by acts of the trustee or us in reliance thereon, whether
or not notation of that action is made upon the debt security.
Resignation of Trustee
A trustee may resign at any time by giving written notice to
us or may be removed at any time by act of the holders of a
majority in principal amount of all series of debt securities
then outstanding delivered to the trustee and us. No resignation
or removal of a trustee and no appointment of a successor trustee
will be effective until the acceptance of appointment by a
successor trustee. So long as no event of default or event
which, after notice or lapse of time, or both, would become an
event of default has occurred and is continuing and except with
respect to a trustee appointed by act of the holders, if we have
delivered to the trustee a resolution of our board of directors
appointing a successor trustee and such successor has accepted
the appointment in accordance with the terms of the respective
indenture, the trustee will be deemed to have resigned and the
successor will be deemed to have been appointed as trustee in
accordance with the indenture.
Notices
Notices to holders of debt securities will be given by mail
to the addresses of such holders as they appear in the security
register under the indenture.
Title
We, the trustee, and any of our agents or any agent of the
trustee, may treat the person in whose name debt securities are
registered as the absolute owner thereof, whether or not the debt
securities may be overdue, for the purpose of making payments and
for all other purposes irrespective of notice to the contrary.
Governing Law
Each indenture and the debt securities will be governed by,
and construed in accordance with, the laws of the State of New
York.
Book-Entry Only Securities
Unless otherwise specified in the applicable prospectus
supplement, DTC, will act as securities depository for the
securities offered by this prospectus. The securities will be
issued only as fully registered securities registered in the name
of Cede & Co., DTC's partnership nominee or such other name as
may be requested by an authorized representative of DTC. One
fully-registered certificate will be issued for each series of
securities, representing the aggregate principal amount of that
series of securities, and will be deposited with DTC or its
custodian. If, however, the aggregate principal amount of any
series of securities offered exceeds $400 million, one
certificate will be issued with respect to each $400 million of
principal amount and an additional certificate will be issued for
any remaining principal amount of the 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 Securities
Exchange Act of 1934. DTC holds securities that its participants
("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 records for Direct
Participants' accounts. This eliminates 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 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 SEC.
Purchases of securities within the DTC system must be made
by or through Direct Participants which will receive a credit for
the securities on DTC's records. The ownership interest of each
actual purchaser of a security (a "Beneficial Owner") will, in
turn, be recorded on the Direct and Indirect Participant's
respective records. Beneficial Owners will not receive written
confirmation from DTC of their purchases, but Beneficial Owners
are expected to receive written confirmations providing details
of the transactions, 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 securities 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 securities, except in the event
that the use of the book-entry system for the securities is
discontinued.
To facilitate subsequent transfers, all securities deposited
by Direct Participants with DTC are registered in the name of
DTC's partnership nominee, Cede & Co., or such other name as may
be requested by an authorized representative of DTC. The deposit
of the securities with DTC and their registration in the name of
Cede & Co. or such other nominee do not effect any change in
beneficial ownership. DTC has no knowledge of actual beneficial
ownership of the securities; DTC's records reflect only the
identity of the Direct Participants to whose accounts the
securities are credited, which 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 applicable. Beneficial Owners of
securities may wish to take certain steps to augment transmission
to them of notices of significant events with respect to the
securities, such as redemptions, tenders, defaults, and proposed
amendments to the security documents. Beneficial Owners of
securities may wish to ascertain that the nominee holding the
securities for their benefit has agreed to obtain and transmit
notices to Beneficial Owners, or in the alternative, Beneficial
Owners may wish to provide their names and addresses to the
registrar and request that copies of the notices be provided
directly to them.
Redemption notices, if any, will be sent to Cede & Co. If
less than all of the securities 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 the series to be redeemed.
Neither DTC nor Cede & Co., nor such other DTC nominee, will
consent or vote with respect to the securities. Under its usual
procedures, DTC mails an omnibus proxy (an "Omnibus Proxy") to
the appropriate trustee 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
securities are credited on the record date (identified in a
listing attached to the Omnibus Proxy).
Payments of redemption proceeds, principal of, premium, if
any, and interest on the securities will be made to DTC, or such
other nominee as may be requested by an authorized representative
of 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. 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
the Participant and not of DTC, the underwriters, the appropriate
trustee or us, subject to any statutory or regulatory
requirements that may be in effect from time to time. Payment of
redemption proceeds, principal, premium, if any, and interest to
DTC is our responsibility or that of the appropriate trustee.
Disbursement of these 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 securities at any time by giving
reasonable notice to us or the appropriate trustee. Under these
circumstances and in the event that a successor securities
depository is not obtained, certificates for the securities are
required to be printed and delivered. In addition, we may, at
any time, discontinue use of the system of book-entry transfers
through DTC or a successor securities depository. In that event,
certificates for the securities will also be printed and
delivered.
We 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 securities, or with respect to payments to, or
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 securities, as nominee of DTC, references herein to holders of
these series of securities shall mean Cede & Co. or DTC and shall
not mean the Beneficial Owners of the securities.
The information in this section concerning DTC and its book-
entry system has been obtained from DTC. Neither ourselves, the
appropriate trustee nor any underwriters, dealers or agents takes
responsibility for its accuracy or completeness.
Experts and Legality
The financial statements incorporated in this prospectus by
reference to our Annual Report on Form 10-K for the year ended
December 31, 1999 have been so incorporated in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in auditing and
accounting.
The legality of the securities will be passed upon for us by
Thelen Reid & Priest LLP, New York, New York, and Wise Carter
Child & Caraway, Professional Association, and for any
underwriters, dealers or agents by Winthrop, Stimson, Putnam &
Roberts, New York, New York. All legal matters pertaining to our
organization, titles to property, franchises and the lien of the
mortgage and all matters pertaining to Mississippi law will be
passed upon only by Wise Carter Child & Caraway, Professional
Association.
The statements in this prospectus as to matters of law and
legal conclusions made under "Description of the First Mortgage
Bonds - Security," have been reviewed by Wise Carter Child &
Caraway, Professional Association, and are set forth herein in
reliance upon the opinion of said firm, and upon their authority
as experts.
Plan of Distribution
Methods and Terms of Sale
We may use a variety of methods to sell the securities
including:
(1) through one or more underwriters or dealers;
(2) directly to one or more purchasers;
(3) through one or more agents; or
(4) through a combination of any of these methods of sale.
The prospectus supplement relating to a particular series of the
securities will set forth the terms of the offering of the
securities, including:
(1) the name or names of any underwriters, dealers or agents and
any syndicate of underwriters;
(2) the initial public offering price;
(3) any underwriting discounts and other items constituting
underwriters' compensation;
(4) the proceeds we receive from that sale; and
(5) any discounts or concessions allowed or reallowed or paid by
any underwriters to dealers.
Underwriters
If we sell the securities through underwriters, they will
acquire the securities for their own account and may resell them
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
for a particular underwritten offering of securities will be
named in the prospectus supplement and, if an underwriting
syndicate is used, the managing underwriter or underwriters will
be named on the cover page. In connection with the sale of
securities, the underwriters may receive compensation from us or
from purchasers in the form of discounts, concessions or
commissions. The obligations of the underwriters to purchase
securities will be subject to certain conditions. The
underwriters will be obligated to purchase all of the securities
of a particular series if any are purchased. However, the
underwriters may purchase less than all of the securities of a
particular series should certain circumstances involving a
default of one or more underwriters occur.
The 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.
Stabilizing Transactions
Underwriters may engage in stabilizing transactions and
syndicate covering transactions in accordance with Rule 104 under
the Securities Exchange Act of 1934. 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 securities in the
open market after the distribution has been completed in order to
cover syndicate short positions. These stabilizing transactions
and syndicate covering transactions may cause the price of the
securities to be higher than it would otherwise be if these
transactions had not occurred.
Agents
If we sell the securities through agents, the prospectus
supplement will set forth the name of any agent involved in the
offer or sale of the securities as well as any commissions we
will pay to them. Unless otherwise indicated in the prospectus
supplement, any agent will be acting on a best efforts basis for
the period of its appointment.
Related Transactions
Underwriters, dealers and agents may engage in transactions
with, or perform services for, us or our affiliates in the
ordinary course of business.
Indemnification
We will 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.
<PAGE>
<TABLE>
<CAPTION>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Each
Initial Additional
Sale Sale
<S> <C> <C>
Filing Fees-Securities and Exchange Commission:
Registration Statement $ 128,040 $ N/A
*Rating Agencies' fees 25,000 25,000
*Trustees' fees 2,500 2,500
*Fees of Company's Outside Legal Counsel:
Thelen Reid & Priest LLP 50,000 30,000
Wise Carter Child & Caraway, Professional Association 20,000 15,000
*Fees of Entergy Services, Inc. 35,000 25,000
*Accounting fees 12,000 6,000
*Printing and engraving costs 25,000 15,000
*Miscellaneous expenses (including blue-sky expenses) 20,000 15,000
------------ --------------
*Total Expenses $ 317,540 $ 133,500
___________________ ============ ==============
* Estimated
</TABLE>
Item 15. Indemnification of Directors and Officers.
Entergy Mississippi, Inc. (the "Company") has insurance
covering its expenditures that might arise in connection with its
lawful indemnification of its directors and officers for certain
of their liabilities and expenses. Directors and officers of the
Company also have insurance that insures them against certain
other liabilities and expenses. The corporation laws of
Mississippi permit indemnification of directors and officers in a
variety of circumstances, which may include liabilities under the
Securities Act of 1933, as amended (the "Securities Act"), and
under the Company's Amended and Restated Articles of
Incorporation. Its officers and directors may generally be
indemnified to the full extent of such laws.
Item 16. List of Exhibits.*
**1(a) Form of Underwriting Agreement for the First
Mortgage Bonds. (Filed as Exhibit 1.01 to the
Company's Registration Statement on Form S-3, File
No. 333-54023)
**** 1(b) Form of Underwriting Agreement for the Debt
Securities.
**4(a) Mortgage and Deed of Trust, as amended by fifteen
Supplemental Indentures (filed, respectively, as
the exhibits and in the file numbers indicated: A-
2(a)-2 to Rule 24 Certificate in 70-7461
(Mortgage); A-2(b)-2 in 70-7461 (First); A-5(b) to
Rule 24 Certificate in 70-7419 (Second); A-4(b) to
Rule 24 Certificate in 70-7554 (Third); A-1(b)-1 to
Rule 24 Certificate in 70-7737 (Fourth); A-2(b) to
Rule 24 Certificate dated November 24, 1992 in 70-
7914 (Fifth); A-2(e) to Rule 24 Certificate dated
January 22, 1993 in 70-7914 (Sixth); A-2(g) to Rule
24 Certificate in 70-7914 (Seventh); A-2(i) to Rule
24 Certificate dated November 10, 1993 in 70-7914
(Eighth); A-2(j) to Rule 24 Certificate dated July
22, 1994 in 70-7914 (Ninth); A-2(l) to Rule 24
Certificate dated April 21, 1995 in 70-7014
(Tenth); A-2(a) to Rule 24 Certificate dated June
27, 1997 in 70-8719 (Eleventh); A-2(b) to Rule 24
Certificate dated April 16, 1998 in 70-8719
(Twelfth); A-2(c) to Rule 24 Certificate dated May
12, 1999 in 70-8719 (Thirteenth); A-3(a) to Rule 24
Certificate dated June 8, 1999 in 70-8791
(Fourteenth); and A-2(d) to Rule 24 Certificate
dated February 24, 2000 in 70-8719 (Fifteenth)).
**4(b) Form of Supplemental Indenture for the First
Mortgage Bonds (filed as Exhibit 4.02 to the
Company's Registration Statement on Form S-3, File
No. 333-54023).
4(c) Form of Indenture for Debt Securities.
4(d) Form of Officer's Certificate for Debt Securities.
5(a) Opinion of Wise Carter Child & Caraway,
Professional Association, as to the legality of the
securities being registered.
5(b) Opinion of Thelen Reid & Priest LLP, New York
counsel for the Company, as to the legality of the
securities being registered.
**12(a) Computation of Ratios of Earnings to Fixed Charges
(Filed as Exhibit 12(d) to the Company's Annual
Report on Form 10-K for the year ended December 31,
1999).
**12(b) Computation of Ratios of Earnings to Fixed Charges
(filed as Exhibit 99(d) to the Company's Quarterly
Report on Form 10-Q for the period ended September
30, 2000).
23(a) Consent of Wise Carter Child & Caraway,
Professional Association (included in Exhibit 5(a)
hereto).
23(b) Consent of Thelen Reid & Priest LLP (included in
Exhibit 5(b) hereto).
23(c) Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (included herein at page S-1).
25(a) Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of The Bank of
New York, Corporate Trustee, under the Mortgage and
Deed of Trust.
25(b) Form T-2 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of Stephen J.
Giurlando, Co-Trustee, under the Mortgage and Deed
of Trust.
***25(c) Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of the Trustee
under the Indenture for Debt Securities.
* Reference is made to a duplicate list of exhibits being
filed as a part of this Registration Statement, which list,
in accordance with Item 102 of Regulation S-T of the SEC,
immediately precedes the exhibits being physically filed
with this Registration Statement.
** Incorporated herein by reference as indicated.
*** To be filed by amendment or pursuant to Trust Indenture Act
Section 305(b)(2)
**** To be filed by amendment or as an exhibit to a current
report on Form 8-K pursuant to Item 601(b)(1) of Regulation
S-K of the SEC.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
this Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability under
the Securities Act, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(5) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the SEC such indemnification is
against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
(6) The undersigned registrant hereby undertakes to file an
application for the purpose of determining the eligibility of the
trustee to act under subsection (a) of Section 310 of the Trust
Indenture Act in accordance with the rules and regulations
prescribed by the Commission under Section 305(b)(2) of the Trust
Indenture Act.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of New Orleans, State of Louisiana, on the 10th day of
January, 2001.
ENTERGY MISSISSIPPI, INC.
By: /s/ Steven C. McNeal
Steven C. McNeal
Vice President and Treasurer
Each director and/or officer of the registrant whose
signature appears below has appointed Denise C. Redmann as his or
her attorney-in-fact to sign in his or her name and behalf, in
any and all capacities stated below, and to file with the
Securities and Exchange Commission, any and all amendments,
including post-effective amendments, to this registration
statement, and the registrant hereby also has appointed such
named person as its attorney-in-fact with like authority to sign
and file any such amendments in its name and behalf.
Signature Title Date
/s/ Carolyn C. Shanks Chairman of the Board, President January 10, 2001
Carolyn C. Shanks and Chief Executive Officer
(Principal Executive Officer)
/s/ C. John Wilder Director, Executive Vice President January 10, 2001
C. John Wilder and Chief Financial Officer
(Principal Financial Officer)
/s/ Nathan E. Langston Vice President and January 10, 2001
Nathan E. Langston Chief Accounting Officer
(Principal Accounting Officer)
/s/ Jerry D. Jackson Director January 10, 2001
Jerry D. Jackson
/s/ Donald C. Hintz Director January 10, 2001
Donald C. Hintz
