As filed with the Securities and Exchange Commission on March 15, 1996
Registration No. 333-00255
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
Pre-Effective
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_________________________
New Orleans Public Service Inc.
(Exact name of registrant as specified in its charter)
_________________________
State of Louisiana 72-0273040
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
639 Loyola Avenue
New Orleans, Louisiana 70113
(504) 576-5262
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
_________________________
JOHN J. CORDARO WILLIAM J. REGAN, JR.
President Vice President and Treasurer
New Orleans Public Service Inc. New Orleans Public Service Inc.
639 Loyola Avenue 639 Loyola Avenue
New Orleans, Louisiana 70113 New Orleans, Louisiana 70113
(504) 576-5851 (504) 576-4310
LAURENCE M. HAMRIC, Esq. THOMAS J. IGOE, JR., ESQ.
ANN G. ROY, Esq. Reid & Priest LLP
Entergy Services, Inc. 40 West 57th Street
639 Loyola Avenue New York, New York 10119
New Orleans, Louisiana 70113 (212) 603-2000
(504) 576-2095
(Names, addresses, including zip codes, and telephone numbers,
including area codes, of agents for service)
_________________________
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 the registration statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
_________________________
Amending: Part I Prospectus
Part II Exhibits
<PAGE>
SUBJECT TO COMPLETION,
Dated March __ , 1996
PROSPECTUS
$80,000,000
NEW ORLEANS PUBLIC SERVICE INC.
General and Refunding Mortgage Bonds
_________________________
New Orleans Public Service Inc. (the "Company") may offer
from time to time up to $80,000,000 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 (the "Prospectus Supplement") which 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 March ___, 1996.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE
ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY
SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO THE REGISTRATION
OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
_________________________
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-
ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE
MARKET PRICE OF THE NEW BONDS OFFERED HEREBY OR ANY OTHER
SECURITIES OF THE COMPANY AT LEVELS ABOVE THOSE WHICH MIGHT
OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
_________________________
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 include information, as of
particular dates, concerning the Company's directors and
officers, their remuneration, the principal holders of the
Company's securities and any material interests of such persons
in transactions with the Company. Such reports and other
information filed by the Company can 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 following Regional Offices of the Commission: Chicago
Regional Office, 500 W. Madison Street, Suite 1400, Chicago,
Illinois 60661; and New York Regional Office, 7 World Trade
Center, 13th Floor, New York, New York 10048. Copies of such
material can also be obtained at prescribed rates from the Public
Reference Section of the Commission at its principal office at
450 Fifth Street, N.W., Washington, D.C. 20549-1004. Shareholders
of the Company are furnished copies of financial statements as of
the end of the most recent fiscal year audited and reported upon
(with an opinion expressed) by independent public accountants.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following document filed with the Commission pursuant to
the Exchange Act is incorporated herein by reference:
The Company's Annual Report on Form 10-K for the year
ended December 31, 1995.
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
documents enumerated above, being herein referred to as
"Incorporated Documents"; provided, however, that the documents
enumerated above or 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
herein. Requests should be directed to Mr. Christopher T.
Screen, Assistant Secretary, New Orleans Public Service 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 an 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 a Prospectus
Supplement nor any sale made 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
Louisiana on January 1, 1926. The Company's principal executive
offices are located at 639 Loyola Avenue, New Orleans, Louisiana
70113; telephone (504) 576-5262.
The Company is an electric and gas public utility company
having substantially all of its operations located in Orleans
Parish, in the State of Louisiana. Entergy Corporation
("Entergy"), which is a registered public utility holding company
under the Public Utility Holding Company Act of 1935, as amended
(the "Holding Company Act"), owns all of the outstanding common
stock of the Company. The Company, Arkansas Power & Light
Company ("AP&L"), Gulf States Utilities Company, Louisiana Power
& Light Company ("LP&L") and Mississippi Power & Light Company
("MP&L") are the principal operating utility subsidiaries of
Entergy. Entergy also owns, among other things, all of the
common stock of System Energy Resources, Inc. ("System Energy"),
a generating company which owns the Grand Gulf Nuclear Electric
Generating Station ("Grand Gulf"), and Entergy Operations, Inc.,
a nuclear management services company.
The Company, AP&L, LP&L and MP&L 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 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 anticipated capital requirements, and its
financing plans and capabilities, including its short-term
borrowing capacity, earnings coverage requirements under its
Restatement of Articles of Incorporation, as amended, which limit
the amount of additional preferred stock that the Company may
issue, and earnings coverage and other requirements under the
Company's G&R Mortgage (hereinafter defined), which limit the
amount of additional mortgage bonds 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
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) First Mortgage Bonds (hereinafter defined), (ii) G&R Bonds
(hereinafter defined), and/or (iii) 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 May 1, 1987, as
supplemented by five supplemental indentures thereto and as to be
further supplemented by one or more supplemental indentures,
including supplemental indentures relating to the New Bonds
(collectively referred to as the "G&R Mortgage"), to Bank of
Montreal Trust Company, as Corporate Trustee (the "Corporate
Trustee"), and Mark F. McLaughlin as Co-Trustee (the "Co-Trustee"
and, collectively with the Corporate Trustee, "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
each series of New Bonds to be issued: the designation of such
series of the New Bonds; the aggregate principal amount of such
series; the date on which such series will mature; the rate at
which such series will bear interest and the date from which
interest accrues; the dates on which interest will be payable;
and the price and the other terms and conditions, if any, upon
which the particular series may be redeemed by the Company prior
to maturity.
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 first lien on all rights of the Company to
receive payment and compensation for certain rate deferrals and
deferred carrying charges accrued thereon (see "Issuance of
Additional G&R Bonds" below) in the event of acquisition of the
Company's properties and assets by a governmental authority (a
"Municipalization Interest"), subject to certain excepted
encumbrances. The G&R Mortgage also constitutes, in the opinion
of counsel for the Company, a second mortgage lien on all other
property of the Company (except properties released under the
terms of the G&R Mortgage and except as stated below), subject to
(i) the first lien of the Company's Mortgage and Deed of Trust,
dated as of July 1, 1944, to The Chase National Bank of the City
of New York (The Bank of New York, successor) and Carl E. Buckley
(W. T. Cunningham, successor), as Trustees, as supplemented (the
"First Mortgage"), (ii) other excepted encumbrances, (iii) minor
defects and encumbrances customarily found in utility properties
of like size and character and that do not materially impair the
use of the property affected thereby in the conduct of the
business of the Company, and (iv) 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. Certain properties of the Company are excepted
from the lien of the G&R Mortgage and include 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 to the lien thereof, subject to the lien
of the First Mortgage and pre-existing liens, and further subject
to limitations in the case of consolidation, merger or a 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
property. At December 31, 1995, approximately $35.25 million
principal amount of bonds were outstanding under the First
Mortgage. Such bonds and all other bonds issued under the First
Mortgage are hereinafter referred to as "First Mortgage Bonds."
The G&R Mortgage provides that no additional First Mortgage Bonds
may be issued.
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.
The G&R Mortgage contains restrictions on liens and on the
issuance of indebtedness, including bonds, applicable so long as
any Rate Recovery Mortgage Bonds (as defined below) are
outstanding (see "Certain Other Covenants and Agreements" below).
Issuance of Additional G&R Bonds. The maximum principal
amount of G&R Bonds that may be issued and outstanding under the
G&R Mortgage is $10 billion. G&R Bonds of any series may be
issued from time to time on the following bases: (i) the
aggregate uncollected balance of certain rate deferrals,
described below, and the deferred carrying charges accrued
thereon, recorded as assets on the books of the Company (whether
or not subject to the lien of the G&R Mortgage), provided that
the aggregate principal amount of outstanding New Bonds issued on
this basis shall not exceed the lesser of $280,000,000 and 50% of
the uncollected balance of such rate deferral, and such bonds
must mature not later than May 1, 1998 (G&R Bonds issued on this
basis being herein called "Rate Recovery Mortgage Bonds"); (ii)
70% of property additions after adjustments to offset
retirements; (iii) retirements of G&R Bonds (other than Rate
Recovery Mortgage Bonds) or First Mortgage Bonds; or (iv) the
deposit of cash with the Corporate Trustee. Deposited cash may be
withdrawn upon the bases stated in (ii) or (iii) of the preceding
sentence. Property additions generally include electric, gas,
steam or hot water property acquired after December 31, 1986, 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 noted above, Rate Recovery Mortgage Bonds must mature not
later than May 1, 1998. In connection with the issuance of G&R
Bonds after January 1, 1993, the Company has reserved the right,
without the consent of the holders of any series of G&R Bonds
created after January 1, 1993, including the New Bonds or any
subsequent series of G&R Bonds (either with the consent of the
holders of G&R Bonds issued prior to January 1, 1993, or after
all such bonds have been retired at the Company's direction), to
amend this limitation under the G&R Mortgage to provide that all
Rate Recovery Mortgage Bonds will mature not later than September
30, 2001.
Under the G&R Mortgage, whenever the principal amount of
outstanding Rate Recovery Mortgage Bonds exceeds 66 2/3% of the
uncollected balance of rate deferrals and the deferred carrying
charges accrued thereon, no additional G&R Bonds may be issued on
any basis under the G&R Mortgage. In connection with the
issuance of G&R Bonds after January 1, 1993, the Company has
reserved the right, without the consent of the holders of any
series of G&R Bonds created after January 1, 1993, including the
New Bonds or any subsequent series of G&R Bonds, (either with the
consent of the holders of G&R Bonds issued prior to January 1,
1993, or after all such bonds have been retired at the Company's
direction), to eliminate this provision from the G&R Mortgage.
The New Bonds will not be issued on the basis of rate
deferrals and, accordingly, will not be Rate Recovery Mortgage
Bonds.
With certain exceptions in the case of G&R Bonds issued on
the basis of retired G&R Bonds or First Mortgage Bonds as
described above, the issuance of G&R Bonds is subject to adjusted
net earnings for 12 of the preceding 15 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, the additional G&R Bonds comprising such issuance,
and all indebtedness, if any, of prior rank. In connection with
the issuance of G&R Bonds after January 1, 1993, the Company has
reserved the right, without the consent of the holders of any
series of G&R Bonds created after January 1, 1993, including the
New Bonds or any subsequent series of G&R Bonds (either with the
consent of the holders of G&R Bonds issued prior to January 1,
1993, or after all such bonds have been retired at the Company's
direction), to substitute for the foregoing a requirement that
adjusted net earnings for 12 of the preceding 18 months, before
income taxes, be at least twice such annual interest requirement.
In general, interest on variable interest rate bonds, if any, is
calculated using the average rate in effect during such 12 month
period.
Pursuant to a resolution of the Council of the City of New
Orleans, Louisiana (the "Council") adopted on February 4, 1988,
as effectively superseded by a settlement agreement between the
Company and the Council effective October 4, 1991 (the "Rate
Order"), the Company deferred for future recovery a portion of
its costs related to its allocated share of capacity and energy
from System Energy's interest in Unit No. 1 of Grand Gulf ("Grand
Gulf 1"). The Rate Order provided, among other things, for the
recovery by the Company of approximately $379 million of deferred
Grand Gulf l-related costs and related carrying charges, in
varying annual amounts, over a 10-year period from October 1,
1991 through September 30, 2001. Reference is made to the
Incorporated Documents for further information with respect to
these matters.
Net property additions available for the issuance of New
Bonds at December 31, 1995, were approximately $89.35 million.
Deferred and uncollected Grand Gulf l-related costs at December
31, 1995, were approximately $171.44 million and, at that date,
$30 million of Rate Recovery Mortgage Bonds were outstanding.
The G&R Mortgage contains restrictions on the issuance of
G&R Bonds against property subject to liens other than the lien
of the First Mortgage.
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, the G&R Mortgage contains no provisions that
afford the holders of the New Bonds protection in the event of a
highly leveraged transaction involving the Company. Such a
transaction, however, would require regulatory approval from the
Council .
Release and Substitution of Property. Property (other than
the Municipalization Interest) may be released, without applying
any earnings test, upon the basis of: (i) the release of such
property from the lien of the First Mortgage; (ii) the deposit
with the Corporate Trustee of cash or, to a limited extent,
purchase money mortgages; (iii) property additions under the G&R
Mortgage, after adjustments in certain cases to offset
retirements and after making adjustments for certain prior lien
bonds, if any, outstanding against property additions; and (iv)
waiver of the right to issue G&R Bonds. Cash may be withdrawn
upon the bases stated in (iii) and (iv) of the preceding
sentence.
Property is currently released from the lien of the G&R
Mortgage on the basis of its fair value. In connection with the
issuance of G&R Bonds after January 1, 1993, the Company has
reserved the right, without the consent of the holders of any
series of G&R Bonds created after January 1, 1993, including the
New Bonds or any subsequent series of G&R Bonds (either with the
consent of the holders of G&R Bonds issued prior to January 1,
1993 or after all such bonds have been retired at the Company's
direction), to modify the release provisions to provide that
property owned by the Company on December 31, 1986 may be
released on the basis of its depreciated book value and all other
property may be released on the basis of its cost, as defined in
the G&R Mortgage. Under the new provisions, unfunded property
maybe released without meeting the tests referred to in the
preceding paragraph 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.
Dividend Covenant. The Company will 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
$150,000,000 plus such additional amounts as shall be approved by
the Commission.
Grand Gulf 1 Deferrals and Protection of Rate Order. The
Company has covenanted that, so long as any Rate Recovery
Mortgage Bonds are outstanding, it will (a) not sell, assign or
grant any lien on its deferred Grand Gulf 1-related costs and the
deferred carrying charges accrued thereon, (b) take all
reasonable actions to maintain in full force and effect the Rate
Order and to defend the Rate Order against challenges, and (c)
not take any action to modify the Rate Order in any manner that
is materially adverse to the interests of the holders of the Rate
Recovery Mortgage Bonds.
Certain Other Covenants and Agreements. The Company has
entered into certain other covenants and agreements as
hereinafter set forth. The Company will no longer be bound by
these covenants and agreements when Rate Recovery Mortgage Bonds
are no longer outstanding. The only series of Rate Recovery
Mortgage Bonds that remains outstanding is the 10.95% Series due
May 1, 1997, which is currently redeemable at 101.22% of the
principal amount thereof.
In connection with Rate Recovery Mortgage Bonds issued prior
to January 1, 1993, the Company has made certain covenants
related to, among other things, limitations on outstanding
indebtedness, guaranties, principal payments, loans and advances,
dispositions of assets (including accounts receivable), dividends
on common stock and purchases of preferred and common stock,
liens, lines of business and transactions with affiliates. The
covenant limiting principal payments provides that the Company
will not make payment on account of principal of, or purchase,
outstanding G&R Bonds (other than Rate Recovery Mortgage Bonds)
or outstanding industrial development or pollution control
revenue bonds prior to May 1, 1997, in excess of stated amounts
ranging from $15 million in the 12-month period beginning May 1,
1995, to $25 million in the 12-month period beginning May 1,
1996. The covenant limiting indebtedness provides that the
Company will not incur or permit to be outstanding any
indebtedness for borrowed money except (i) First Mortgage Bonds;
(ii) G&R Bonds; (iii) indebtedness in respect of industrial
development or pollution control revenue bonds (subject to
certain conditions, including the Company's meeting the net
earnings and property additions issuance tests under the G&R
Mortgage as if an equal principal amount of G&R Bonds bearing an
equal rate of interest were being issued); (iv) capitalized
leases of equipment and office facilities, with certain
limitations; and (v) unsecured indebtedness maturing in one year
or less in an amount not exceeding the greater of 10% of
capitalization or 50% of cumulative deferred and uncollected
Grand Gulf l-related costs and the deferred carrying charges
accrued thereon (less the principal amount of outstanding Rate
Recovery Mortgage Bonds). The covenant limiting guaranties
provides that the Company will not guarantee any financial
obligations except guaranties in the ordinary course of business
in connection with the leasing of limited amounts of personal
property or financing of fuel purchases; guaranties of
obligations of System Fuels, Inc. in connection with its fuel
supply business that are approved by the Commission under the
Holding Company Act; and financial undertakings of the Company
in connection with its obligations to System Energy. In
connection with the issuance of Rate Recovery Mortgage Bonds
prior to January 1, 1993, the Company has also agreed to redeem
any Rate Recovery Mortgage Bonds tendered by the holders thereof
if (a) the Company's share of Grand Gulf 1 costs is increased in
an amount that an independent arbiter deems material and such
amount is not reflected in the Company's retail rates; (b) the
Rate Order has been modified so as to impair the Company's
ability to perform its obligations in respect of outstanding Rate
Recovery Mortgage Bonds; or (c) a change in law or accounting
principles adversely affects the recording as assets or recovery
of deferred Grand Gulf 1 costs or the Company's financial
condition or results of operations so as to impair materially the
Company's ability to perform its obligations in respect of
outstanding Rate Recovery Mortgage Bonds.
The Company has also covenanted that, so long as any Rate
Recovery Mortgage Bonds are outstanding, it will not (a) (except
in the case of condemnation or other acquisition by a
governmental entity or merger or consolidation with, or transfer
of all or substantially all of its property as an entirety to,
another corporation) in any calendar year dispose of any of its
assets having an aggregate fair value in excess of $10 million,
or (b) enter into any sale-leaseback transactions involving cash
consideration of $1 million or more, unless the cash
consideration for such transactions is used either (i) to redeem
outstanding First Mortgage Bonds, and, to the extent not required
to be used for that purpose, to redeem outstanding G&R Bonds or
(ii) to acquire or construct property subject to the lien of the
G&R Mortgage. The redemption prices applicable for these
purposes to each series of New Bonds will be included in the
Prospectus Supplement relating to that 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(1) of the First Mortgage,
which provisions relate to maintenance and replacement of
property, but only so long as the First Mortgage remains
outstanding. Section 39(1) of the First Mortgage provides that,
in addition to actual expenditures for maintenance and repairs,
the Company is required to expend or deposit each year, for
replacements and improvements in respect of mortgaged property,
an amount equal to $2,050,000 plus 3% of net additions to
mortgaged 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 by
taking credit for First Mortgage Bonds and prior 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.
Redemption and Purchase.
General. The terms and conditions, if any, upon which a
particular series of New Bonds may be redeemed by the Company
prior to maturity will be set forth in a Prospectus Supplement.
Redemption of New Bonds at the Option of Holders.
Notwithstanding any prohibition on redemption of New Bonds that
may be set forth in a Prospectus Supplement, the holders of the
New Bonds will have the right, at any time prior to maturity, to
tender their New Bonds to the Company for redemption in the
limited circumstances and at the prices described below:
(a) Although no plans currently exist to merge or
consolidate the Company and LP&L, the G&R Mortgage provides
that, in the event of such a consolidation or merger, the
new company formed thereby would have the right to offer to
exchange all outstanding G&R Bonds, including the New Bonds,
for a like principal amount of the new company's first
mortgage bonds with the same interest rates, interest
payment dates, maturity dates and redemption provisions. If
the new company makes such an offer, the holders of
outstanding G&R Bonds, including the New Bonds, must accept
such first mortgage bonds in exchange for all or a portion
of their G&R Bonds and must tender to the Company for
redemption any G&R Bonds not so exchanged. The redemption
prices applicable for these purposes to the New Bonds will
be included in the Prospectus Supplement relating to that
series.
(b) If all or substantially all of the Company's property
or a majority of its common stock is taken or acquired by a
governmental authority, the Company is obligated, after any
redemption of the First Mortgage Bonds required by the First
Mortgage, to deposit the net proceeds of such transaction
with the Corporate Trustee. The holders of all G&R Bonds
then outstanding have the right to tender their G&R Bonds
for redemption by the Company 60 days after notice of such
deposit of proceeds, at a price equal to the principal
amount thereof plus accrued interest to the date of
redemption. The terms of the franchise ordinances pursuant
to which the Company provides electric and gas service to
the City of New Orleans state that the City has a continuing
option to purchase the Company's gas and electric
properties. In connection with the issuance of the G&R
Bonds after January 1, 1993, the Company has reserved the
right, without the consent of the holders of any series of
G&R Bonds created after January 1, 1993, including any
holder of the New Bonds or subsequent series of G&R Bonds
(either with the consent of the holders of G&R Bonds issued
prior to January 1, 1993 or after all such bonds have been
retired at the Company's direction), to eliminate this
provision from the G&R Mortgage.
Defaults and Notice Thereof. Defaults are defined in the
G&R Mortgage as: (1) default in the payment of principal; (2)
default for 10 days in the payment of interest; (3) certain
events in bankruptcy, insolvency or reorganization; (4) default
in other covenants for 30 days after notice (unless the Company
has in good faith commenced efforts to perform the covenant); (5)
default under a supplemental indenture; and (6) the occurrence of
a "Default" under the First Mortgage (defined as 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 on other
covenants). In connection with the issuance of G&R Bonds after
January 1, 1993, the Company has reserved the right, without the
consent of the holders of any series of G&R Bonds created after
January 1, 1993, including the holders of the New Bonds or any
subsequent series of G&R Bonds (either with the consent of the
holders of G&R Bonds issued prior to January 1, 1993, or after
all such bonds have been retired at the Company's direction), to
modify this definition to provide that default for 30 days
(rather than 10 days) in the payment of interest and default in
other convenants for 90 days (rather than 30 days) after notice
constitutes default under the G&R Mortgage.
The Corporate Trustee or the holders of 25% in aggregate
principal amount of the G&R Bonds may declare the principal and
interest thereon to be 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, expense and liabilities to be incurred thereby
and (ii)the Trustees shall have failed to act. The holders of a
majority 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 upon the
Trustees. The Trustees are not required to risk their funds or
incur personal liability if a reasonable ground exists for
believing that repayment is not reasonably assured.
The supplemental indentures relating to the Rate Recovery
Mortgage Bonds issued prior to January 1, 1993 set forth
additional events constituting "defaults" under the G&R Mortgage,
including a default in the payment by the Company of more than
$1,000,000 of other indebtedness when due. These additional
defaults apply only so long as any Rate Recovery Mortgage Bonds
are outstanding, and may be waived by the holders of Rate
Recovery Mortgage Bonds without the consent of the holders of any
other G&R Bonds, including the New Bonds.
Evidence to be Furnished to the Trustee. Compliance with
G&R Mortgage provisions is evidenced by written statements of
officers of the Company 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 of the G&R
Bonds and, if less than all series of G&R Bonds are adversely
affected, the consent of the holders of a majority of the G&R
Bonds adversely affected (except with respect to amendments or
waivers of certain provisions relating to outstanding Rate
Recovery Mortgage Bonds, which generally require the consent of
the holders of two-thirds of each series of Rate Recovery
Mortgage Bonds affected and not of any other bonds). 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,
including the New Bonds, without such holder's consent.
Book-Entry SystemG&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 or more fully-registered
global certificates will be issued for the New Bonds,
representing the aggregate principal amount of such series of New
Bonds, and will be deposited with DTC.
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 interest 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 their ownership interest in 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 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 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 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 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 the New
Bonds, as nominee of DTC, references herein to holders of the New
Bonds shall mean Cede & Co. or DTC and shall not mean the
Beneficial Owners of the New Bonds.
The information in this section concerning DTC and DTC's
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.
<PAGE>
RATIOS OF EARNINGS TO FIXED CHARGES
The Company has calculated ratios of earnings to fixed
charges pursuant to Item 503 of Commission Regulation S-K as
follows:
Twelve Months Ended
December 31,
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
Ratio of Earnings to
Fixed Charges(a)......... 3.93 1.91 4.68(b) 2.66 5.66(c)
_______________________
(a) "Earnings," as defined by Commission Regulation S-K,
represent the aggregate of (1) net 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.
(b) Earnings for the twelve months ended December 31, 1993,
include approximately $18 million related to the change in
accounting principle to provide for the accrual of estimated
unbilled revenues.
(c) Earnings for the twelve months ended December 31, 1991,
include the effect of a settlement between the Company and the
Council, effective October 4, 1991, which permitted the
Company to defer for future recovery, and record as an asset,
$90 million of previously incurred but uncollected Grand Gulf
1-related costs.
EXPERTS AND LEGALITY
The Company's balance sheets as of December 31, 1995 and
1994, and the statements of income, retained earnings and cash
flows, and the related financial statement schedule, for the two
years ended December 31, 1995, incorporated by reference in this
Prospectus, have been incorporated by reference herein in
reliance on the reports of Coopers & Lybrand L.L.P., independent
accountants, given on the authority of that firm as experts in
accounting and auditing.
The statements of income, retained earnings and cash flows
and the related financial statement schedule, for the year ended
December 31, 1993, incorporated in this Prospectus by reference
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1995, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports dated February
11, 1994, which expressed an unqualified opinion and included an
explanatory paragraph relating to the Company's change in method
of accounting for revenues, also incorporated by reference
herein, and have been so included in reliance upon the reports of
such firm given upon their authority as experts in accounting and
auditing.
The legality of the New Bonds will be passed upon for the
Company by Reid & Priest LLP, New York, New York and Laurence M.
Hamric, Esq., General Attorney - Corporate and Securities of
Entergy Services, Inc., and for any underwriters, dealers or
agents by Winthrop, Stimson, Putnam & Roberts, New York, New
York. However, 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 Louisiana law will
be passed upon only by Laurence M. Hamric, Esq.
The statements as to matters of law and legal conclusions
made under "Description of the New Bonds" have been reviewed by
Laurence M. Hamric, Esq., and, except as to "Security," by Reid &
Priest LLP, New York, New York, and are set forth herein in
reliance upon the opinions of said counsel, respectively, 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 Company has agreed to indemnify the
underwriters against certain civil liabilities, including
liabilities under 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.
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.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Each
Initial Additional
Sale Sale
-------- ----------
Filing fees--Securities and Exchange Commission:
Registration Statement............ $ 22,414 $ -
*Rating Agencies'fees................. 27,000 21,000
*Trustees'fees........................ 5,000 5,000
*Fees of Company's Council............ 30,000 20,000
*Fees of Entergy Services, Inc........ 30,000 20,000
*Accountants' fees.................... 25,000 20,000
*Printing and engraving costs......... 18,000 18,000
*Miscellaneous expenses (including
blue-sky expense)........ 20,000 15,000
-------- --------
*Total Expenses....... $177,000 $119,000
======== ========
___________________
* Estimated
Item 15. Indemnification of Directors and Officers.
The Company has insurance covering its expenditures which
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 which insures them against certain other liabilities
and expenses. The corporation laws of Louisiana 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 Restatement of Articles of Incorporation, as amended,
its officers and directors may generally be indemnified to the
full extent of such laws.
Item 16. List of Exhibits.*
1 Form of Underwriting Agreement(s) for the New Bonds
(previously filed).
**4(a) Mortgage and Deed of Trust, as amended by five
Supplemental Indentures (filed, respectively, as
exhibits in the file numbers indicated: A-2(c) to
Rule 24 Certificate in 70-7350 (Mortgage); A-5(b)
to Rule 24 Certificate in 70-7350 (First); A-4(b)
to Rule 24 Certificate in 70-7448 (Second); 4(b)4
to Form 10-K for year ended 1992 in 0-5807 (Third);
4(a) to Form 10-Q for the quarter ended September
30, 1993 in 0-5807 (Fourth); and 4(a) to Form 8-K
dated April 26, 1995 in 0-5807 (Fifth).
4(b) Form of Supplemental Indenture(s) for the New Bonds
(previously filed).
5(a) Opinion of Laurence M. Hamric, Esq., counsel for
the Company, as to the legality of the securities
being registered (previously filed).
5(b) Opinion of Reid & Priest LLP, New York, counsel for
the Company, as to the legality of the securities
being registered (previously filed).
**12 Computation of Ratios of Earnings to Fixed Charges
(filed as Exhibit 12(e) to the Company's Annual
Report on Form 10-K for the period ended December
31, 1995).
23(a) Consent of Laurence M. Hamric, Esq. (previously
filed).
23(b) Consent of Reid & Priest LLP (previously filed).
23(c) Consent of Coopers & Lybrand L.L.P (revised; filed
herewith).
23(d) Consent of Deloitte & Touche LLP (revised; filed
herewith).
24 Power of Attorney (previously filed).
25(a) Form T-1 Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939 of Bank of
Montreal Trust Company, Corporate Trustee
(previously filed).
25(b) Form T-2 Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939 of Mark F.
McLaughlin, Co-Trustee (previously filed).
___________________
* Reference is made to a duplicate list of exhibits being filed
as a part of the Registration Statement, which list, in
accordance with Item 102 of Regulation S-T of the Commission,
immediately precedes the exhibits being physically filed with
the Registration Statement.
** Incorporated herein by reference as indicated.
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 of 1933;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of the
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 the 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 Commission
pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than
a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration
Fee" table in this registration statement;
(iii) to include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
Provided, however, that (i) and (ii) do not apply if the
information required to be included in a post-effective
amendment is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, 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 of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be
a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
(5) That, for purposes of determining any liability under
the Securities Act of 1933, the information omitted from the
form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497h under the Securities Act shall be
deemed to be part of this registration statement as of the
time it was declared effective.
(6) That, for the purpose of determining any liability
under the Securities Act of 1933, each post-effective
amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
(7) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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
Commission such indemnification is against public policy as
expressed in said 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 Act and will be governed by the final adjudication of
such issue.
<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 Amendment No. 1 to its 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 15th day of March, 1996.
NEW ORLEANS PUBLIC SERVICE INC.
By /s/ Edwin Lupberger*
--------------------------------------
Edwin Lupberger, Chairman of the Board,
Chief Executive Officer and Director
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
Each director and/or officer of the registrant whose
signature appears below hereby appoints William J. Regan, Jr.,
Laurence M. Hamric and Ann G. Roy, and each of them severally, as
his attorney-in-fact to sign in his 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 appoints each 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/ Edwin Lupberger* Chairman of the Board, March 15, 1996
Edwin Lupberger Chief Executive Officer and Director
(Principal Executive Officer)
Gerald D. McInvale Executive Vice President, March 15, 1996
Chief Financial Officer and Director
(Principal Financial Officer)
/s/ Louis E. Buck, Jr.* Vice President and Chief March 15, 1996
Louis E. Buck, Jr. Accounting Officer
(Principal Accounting Officer)
/s/ John J. Cordaro* Director March 15, 1996
John J. Cordaro
/s/ Jerry D. Jackson* Director March 15, 1996
Jerry D. Jackson
/s/ Jerry L. Maulden* Director March 15, 1996
Jerry L. Maulden
* By Laurence M. Hamric, Attorney-in-Fact
Exhibit 23(c)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Pre-
Effective Amendment No. 1 to Registration Statement on Form
S-3 (File No. 333-00255) of our reports dated February 14,
1996, on our audits of the financial statements and
financial statement schedule of New Orleans Public Service
Inc. as of and for the years ended December 31, 1995 and
1994, which reports are included in the Company's Annual
Report on Form 10-K. We also consent to the reference to
our firm under the caption "Experts and Legality."
/s/ Coopers & Lybrand L.L.P.
New Orleans, Louisiana
March 13, 1996
Exhibit 23(d)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Pre-
Effective Amendment No. 1 to Registration Statement No. 333-00255
of New Orleans Public Service Inc. on Form S-3 of our reports
dated February 11, 1994, which expressed an unqualified opinion
and included an explanatory paragraph relating to the Company's
change in method of accounting for revenues, appearing in the
Annual Report on Form 10-K of New Orleans Public Service Inc. for
the year ended December 31, 1995, and to the references to us
under the heading "Experts and Legality" in the Prospectus which
is part of this Registration Statement.
/s/ Deloitte & Touche LLP
New Orleans, Louisiana
March 14, 1996
