As filed with the Securities and Exchange Commission on April 9, 1998
Registration No. 333-00255
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
Post-Effective
Amendment No. 2
to
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_________________________
Entergy New Orleans, 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 LOUIS E. BUCK
President Vice President and Chief
Entergy New Orleans, Inc. Accounting Officer
639 Loyola Avenue Entergy New Orleans, Inc.
New Orleans, Louisiana 70113 639 Loyola Avenue
(504) 576-5851 New Orleans, Louisiana 70113
(504) 576-4310
LAURENCE M. HAMRIC, Esq. KEVIN STACEY, 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 April __, 1998
PROSPECTUS
$80,000,000
ENTERGY NEW ORLEANS, INC.
General and Refunding Mortgage Bonds
_________________________
Entergy New Orleans, Inc. (formerly named New Orleans Public
Service Inc. and hereafter referred to as 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 any 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 indemnification
arrangements for underwriters, dealers, agents and purchasers.
The date of this Prospectus is April __, 1998.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the
"Commission"). Such reports and other information filed by the
Company may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549-1004; and at the
Commission's Regional Offices at Citicorp Center, 500 W. Madison
Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade
Center, 13th Floor, New York, New York 10048. Copies of such
material may also be obtained by mail from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549-1004 at prescribed rates. The Commission maintains a
Web site that contains reports, proxy and information statements
and other information regarding registrants, including the
Company, that file electronically with the Commission
(http://www.sec.gov).
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The 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, 1997.
In addition, all documents filed by the Company with the
Commission pursuant to Section 13, 14 or 15(d) of the Exchange
Act after the date of this Prospectus and prior to the
termination of this offering shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the
date of filing of such documents (such documents, and the
document enumerated above, being herein referred to as
"Incorporated Documents"; provided, however, that the document
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, Entergy New Orleans, Inc., P. O. Box
61000, New Orleans, Louisiana 70161, telephone (504) 576-4212.
The information relating to the Company contained in this
Prospectus and any accompanying Prospectus Supplement does not
purport to be comprehensive and should be read together with the
information contained in the Incorporated Documents.
No person has been authorized to give any information or to
make any representation not contained in this Prospectus or, with
respect to any series of New Bonds, the Prospectus Supplement
relating thereto, and, if given or made, such information or
representation must not be relied upon as having been authorized
by the Company or any underwriter. This Prospectus and any
Prospectus Supplement do not constitute an offer to sell or a
solicitation of any offer to buy any of the securities offered
hereby in any jurisdiction to any person to whom it is unlawful
to make such offer in such jurisdiction.
Neither the delivery of this Prospectus and 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, Entergy Arkansas, Inc.,
Entergy Gulf States, Inc., Entergy Louisiana, Inc. and Entergy
Mississippi, Inc. 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").
The Company, Entergy Arkansas, Inc., Entergy Louisiana, Inc.
and Entergy Mississippi, Inc. own all of the capital stock of
System Fuels, Inc., a special purpose company which implements
and/or maintains certain programs for the procurement, delivery
and storage of fuel supplies for Entergy's regulated domestic
utility subsidiaries, including the Company.
The foregoing information relating to the Company does not
purport to be comprehensive and should be read together with the
financial statements and other information contained in the
Incorporated Documents. Reference is made to the Incorporated
Documents with respect to the Company's most significant
contingencies, its 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) G&R Bonds (hereinafter defined), and/or (ii) preferred stock.
The specific securities, if any, to be redeemed or acquired with
the proceeds of a series of New Bonds will be set forth in the
Prospectus Supplement relating to that series.
DESCRIPTION OF THE NEW BONDS
General. The New Bonds are to be issued under the Company's
Mortgage and Deed of Trust, dated as of May 1, 1987, as
supplemented by six supplemental indentures and as to be
supplemented by one or more additional 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, the
"Trustees"). All General and Refunding Mortgage Bonds issued or
to be issued under the G&R Mortgage are referred to herein as
"G&R Bonds."
The statements herein concerning the G&R Bonds, the New
Bonds and the G&R Mortgage are not intended to be comprehensive
and are subject to the detailed provisions of the G&R Mortgage,
which are incorporated herein by reference.
Terms of Specific Series of the New Bonds. A Prospectus
Supplement will include descriptions of the following terms of
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 mortgage lien on all property of the
Company (except properties released under the terms of the G&R
Mortgage and except as stated below), subject to (i) other
excepted encumbrances, (ii) 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 (iii) 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
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 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
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, has been terminated and
released. All mortgage bonds (the "former First Mortgage Bonds")
issued thereunder have been retired and cancelled.
Issuance of Additional G&R Bonds. The maximum aggregate
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 basis: (i) 70%
of property additions after adjustments to offset retirements;
(ii) retirements of G&R Bonds (other than those issued on the
basis of certain regulatory orders allowing rate deferrals, known
as Rate Recovery Mortgage Bonds, all of which have been retired)
or former First Mortgage Bonds; or (iii) the deposit of cash with
the Corporate Trustee. Deposited cash may be withdrawn upon the
basis stated in (i) or (ii) 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.
With certain exceptions in the case of G&R Bonds issued on
the basis of retired G&R 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 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.
Net property additions available for the issuance of New
Bonds at December 31, 1997, were approximately $121.7 million.
The G&R Mortgage contains restrictions on the issuance of
G&R Bonds against property subject to prior liens.
Other than the security afforded by the lien of the G&R
Mortgage and restrictions on the issuance of additional G&R Bonds
described above, 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 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 deposit with the
Corporate Trustee of cash or, to a limited extent, purchase money
mortgages; (ii) 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 (iii) waiver of the
right to issue G&R Bonds. Cash may be withdrawn upon the basis
stated in (ii) and (iii) 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
may be 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. Unless specified otherwise in the
prospectus supplement for New Bonds of a particular series, 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 Commisson.
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 Entergy Louisiana, Inc., 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 each series of the New Bonds.
(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 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 under the G&R
Mortgage are defined to include: (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); and (5) default under a supplemental indenture. 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 covenants
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.
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. 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
holders' 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.
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,
1997 1996 1995 1994 1993
Ratio of Earnings to 2.70 3.51 3.93 1.91 4.68(b)
Fixed Charges(a)........
_______________________
(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.
EXPERTS AND LEGALITY
The Company's balance sheets as of December 31, 1997 and
1996, and the statements of income, retained earnings and cash
flows and the related financial statement schedule for each of
the three years in the period ended December 31, 1997,
incorporated by reference in this Prospectus from the Company's
Annual Report on Form 10-K for the year ended December 31, 1997,
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 legality of the New Bonds will be passed upon for the
Company by Reid & Priest LLP, New York, New York and by Laurence
M. Hamric, Esq., Associate General Counsel - Corporate and
Securities of Entergy Services, Inc., and for any underwriters,
dealers or agents by Winthrop, Stimson, Putnam & Roberts, New
York, New York. All legal matters pertaining to the
organization of the Company, titles to property, franchises and
the lien of the G&R Mortgage and all matters pertaining to
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 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 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 six
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); 4(a) to Form 8-K
dated April 26, 1995 in 0-5807 (Fifth); and 4(a) to
Form 8-K dated March 20, 1996 in 0-5807 (Sixth).
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 (revised; 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, 1997).
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;
previously filed).
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.
<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 Post-Effective Amendment No. 2 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 9th day of April, 1998.
ENTERGY NEW ORLEANS, 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 Post-Effective Amendment No. 2 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 has appointed 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 has
appointed 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, April 9, 1998
Edwin Lupberger Chief Executive Officer and
Director
(Principal Executive Officer)
(Principal Financial Officer)
/s/ Louis E. Buck,Jr.* Vice President and Chief April 9, 1998
Louis E. Buck, Jr. Accounting Officer
(Principal Accounting Officer)
/s/ Jerry D. Jackson* Director April 9, 1998
Jerry D. Jackson
/s/ Jerry L. Maulden* Director April 9, 1998
Jerry L. Maulden
*By Laurence M. Hamric, Attorney-in-Fact
/s/ Laurence M. Hamric April 9, 1998
Laurence M. Hamric
Attorney-in-Fact
