ARKANSAS POWER & LIGHT CO
35-CERT, 1994-01-31
ELECTRIC SERVICES
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                    UNITED STATES OF AMERICA
                                
          BEFORE THE SECURITIES AND EXCHANGE COMMISSION
                                
                        Washington, D. C.

. . . . . . . . . . . . . . . . . . . . . . . . .. .
                                                   .
        In the Matter of                           .
                                                   .
ARKANSAS POWER & LIGHT COMPANY                     .
LOUISIANA POWER & LIGHT COMPANY                    .
MISSISSIPPI POWER & LIGHT COMPANY                  .
NEW ORLEANS PUBLIC SERVICE INC.                    .
                                                   .
     File No. 70-5015                              .
     ________________                              . CERTIFICATE
                                                   . PURSUANT TO
     In the Matter of                              . RULE 24
                                                   .
SYSTEM FUELS, INC.                                 .
SYSTEM ENERGY RESOURCES, INC.                      .
ARKANSAS POWER & LIGHT COMPANY                     .
LOUISIANA POWER & LIGHT COMPANY                    .
MISSISSIPPI POWER & LIGHT COMPANY                  .
NEW ORLEANS PUBLIC SERVICE INC.                    .
                                                   .
        File No.  70-5889                          .
        File No.  70-7574                          .
        File No.  70-7668                          .
                                                   .
     (Public Utility Holding Company Act of 1935)  .
. . . . . . . . . . . . . . . . . . . . . . . . .. .

Pursuant to Rule 24 promulgated by the Securities and Exchange Commission  (SEC)
under the Public Utility Holding Company Act of 1935, modified by request in the
application(s)  - declaration(s) referenced above, this is to certify  that  the
following transactions were carried out and borrowings made, during the  quarter
ended  December 31, 1993, pursuant to System Fuels, Inc.'s (SFI) function  as  a
supplier  of  fuel for the Entergy Corporation Operating Companies  (System)  in
accordance with the terms and conditions of and for the purposes represented  in
the  application(s) - declaration(s), as amended, and pursuant to the Orders  of
the SEC, indicated below:

70-5015 December 17, 1971 ...................................  I
70-5889 April 28, 1978 ......................................  I
70-7574 January 31, 1989 ...................................  II
70-7668 September 27, 1989 ................................  III



I.      File No. 70-5015 and File No. 70-5889 - 1993 Fuel Supply Programs

       Expenditures for SFI's fuel program for 1993 during the 4th quarter and
  year to date are indicated below:

                                                           Net Expenditures
                                                            During    Year
                                                          4th Qtr   To Date
                                                            (In Thousands)
   1993 Fuel Supply Program:
     1.  Gas and Oil Development and Production ......... $     88  $    269
     2.  Nuclear Fuel Procurement .......................   (4,039)   (3,310)
     3.  Fuel Oil Program ...............................   (1,914)    1,042
                                                          --------  --------
  Total Expenditures ....................................   (5,865)   (1,999)
                                                          --------  --------
  Less funds derived through amortization and
       depreciation charges:
     Amortization of Gas and Oil Development and
       Production Costs .................................   (3,318)   (6,668)
     Depreciation and other amortization ................     (131)     (523)
                                                          --------  --------
  Total depreciation and amortization ...................   (3,449)   (7,191)
                                                          --------  --------
  Net Expenditures ......................................   (9,314)   (9,190)

  (Increase) Decrease in:
     Outside financing ..................................        0         0
     System Money Pool borrowings .......................    6,646   (24,750)
     Parent Companies borrowings ........................        0         0
                                                          --------  --------
  Total (increase) decrease in borrowings ...............    6,646   (24,750)
                                                          --------  --------
  (Increase) Decrease in working capital ................$   2,668 $  33,940
                                                         =========  ========


  1. Gas and Oil Development and Production
                                                          Net Expenditures
                                                          During     Year
                                                         4th Qtr   To Date
                                                           (In Thousands)

    Gas and Oil Development and Production ............. $     88  $    269
                                                         ========  ========

   a) During the quarter, there was no drilling activity



   b) SFI  produced, during the quarter, 315,000 MCF of natural  gas  and
      13,000  barrels  of  oil from its Gas and Oil Development  and  Production
      Program (Program) which were sold to non-System parties.
             
      During the 4th quarter of 1993, all of SFI's natural gas production
      was  sold  to non-System parties.  This condition is expected to  continue
      indefinitely.   SFI's  expenditures in the Program have  been  limited  to
      amounts  required to protect its existing investments in  the  properties.
      Amortization,  net  proceeds  from sales  to  non-System  parties,  as  of
      December  31,  1993 has exceeded SFI's investment in the  Program  in  the
      amount  of $1,763,052. A study to determine an appropriate methodology  of
      allocating  the  excess  to  the  System  Companies  is  in  progress.  No
      investments in new leases are being made at this time.

   c) Calculation of net proceeds from sales to non-System  parties
      from the Program used to amortize the investment in the Program:

                                                        Net Expenditures
                                                         During     Year
                                                        4th Qtr   To Date
                                                            (In Thousands)
       Sales to non-System parties:
        Natural Gas .................................. $    351  $  2,327
        Condensate ...................................       27       105
        Crude Oil ....................................      187       847
                                                       --------  --------
       Total .........................................      565     3,279

       Miscellaneous income from non-System parties..        63       269
                                                       --------  --------
       Total .........................................      628     3,548

       General and administrative expense ............    2,951     4,422
       Operating expense .............................     (287)   (1,140)
       Interest expense ..............................       26        26
       Amortization adjustment .......................        0      (188)
                                                       --------  --------
       Net proceeds .................................. $  3,318  $  6,668
                                                       ========  ========


2.  Nuclear Fuel Procurement (See Item III)

                                                       Net Expenditures
                                                        During     Year
                                                       4th Qtr   To Date
                                                         (In Thousands)

  Nuclear Fuel Procurement ........................... $ (4,039) $ (3,310)
                                                       ========  ========


                                                        Net Expenditures
                                                         During     Year
                                                        4th Qtr   To Date
                                                          (In Thousands)

   Activities during the period:
     Expenditures for nuclear materials and processing
        services ..................................... $ 54,120  $115,913
     General and administrative expense ..............    1,197     1,116
     Interest expense ................................      193       779
                                                       --------  --------
     Total ...........................................   55,510   117,808
                                                       --------  --------
     Sales of nuclear materials and processing
        services to System companies .................  (59,549) (121,118)
                                                       --------  --------
   Net effect on inventory ........................... $ (4,039) $ (3,310)
                                                       ========  ========

  During the quarter, SFI took deliveries of U3O8 and conversion services
  intended for use in 1994.

  During the quarter, SFI had sales of nuclear materials to Arkansas Power
  &  Light  Co.  and Louisiana Power & Light Co. for use in refueling  at  their
  respective reactors.


3. Fuel Oil Program (See Item II)
                                                        Net Expenditures
                                                        During      Year
                                                       4th Qtr    To Date
                                                         (In Thousands)

  Fuel Oil Inventory ................................. $ (1,914) $  1,042
                                                       ========  ========

   a) Fuel Oil Inventory:

                                                                   Book
      Inventory as of:                                   Barrels   Value
                                                          (In Thousands)

        December 31, 1992 ............................    1,884  $ 31,879
        March 31, 1993 ...............................    1,616  $ 28,222
        June 30, 1993 ................................    2,102  $ 33,856
        September 30, 1993 ...........................    2,041  $ 33,510
        December 31, 1993 ............................    2,070  $ 31,596









                                                          During 4th Qtr.
                                                          Barrels    Cost

     Sales price per barrel to System companies
       excluding period cost:
           #2 Fuel Oil ...............................    39,116  $  24.30
           #6 Fuel Oil ............................... 1,962,508  $  11.04

   Effective  January,  1993, SFI and Marathon  Oil  Company  extended  an
   agreement,  under  a  supply contract dated April 15,  1982,  to  extend  the
   temporary  suspension of all deliveries of fuel oil through 1993. Other  than
   Marathon, SFI has no long term contracts for fuel oil.



4.     Other Items:

  a)  As of December 31, 1993, SFI's outstanding debt and Parent Companies
      investment consisted of:
                                                      (In Thousands)
          Parent Companies:
             Common stock .............................. $     20
             Notes payable .............................   34,000
                                                         --------
                Total ..................................   34,020
                                                         --------
          System Money Pool ............................   25,330
                                                         --------
          Outside Financing:
             Bank borrowings ...........................        0
                                                         --------
          Total ........................................ $ 59,350
                                                         ========

  b)  As  of January 1, 1987, SFI's employees were transferred to Entergy
      Services,  Inc. (Entergy Services) where some of them continue to  operate
      the  continuing activities of SFI.  For the 4th quarter of 1993,  SFI  was
      billed  by  Entergy  Services,  Inc. the following  amounts  for  services
      performed  for  SFI that were previously performed by SFI employees.   SFI
      also  reimbursed  Entergy Services, at cost, for other  services  received
      (financial, legal, administrative and other activities).

                                                                   Total
                                                                   During
                                       Oct       Nov       Dec     4th Qtr
     Cost of services charged to
     Service Requests established
     to track cost of functions
     previously performed by SFI
     personnel:
        Direct Cost:
           Labor and related cost  $ 29,748  $ 27,425 $  27,551  $ 84,724
           Other direct cost .....    5,559    11,863     5,223    22,645
        Indirect cost ............   12,583    (6,260)   30,592    36,915
                                   --------  -------- ---------  --------
              Total ..............   47,890    33,028    63,366   144,284
                                   --------  -------- ---------  --------

     Cost of services charged to
     Service Requests not related
     to transfer of SFI personnel.   61,514    70,709    71,408   203,631
                                   --------  -------- ---------  --------
     
     Total cost of services
     performed by Entergy
     Services .................... $109,404  $103,737  $134,774  $347,915
                                   ========  ========  ========  ========

     Amounts billed to Operating
     Companies for the Fuel Oil
     Program * ................... $ 75,765  $ 74,958  $ 83,026  $233,749

     Charged to Nuclear Fuel
     Procurement .................    5,291     5,712     5,984    16,987

     Charged to Gas and Oil
     Development and Production ..   28,348    23,067    45,764    97,179
                                   --------  -------- ---------  --------

        Total .................... $109,404  $103,737  $134,774  $347,915
                                   ========  ========  ========  ========


  * Charged to the Fuel Oil Program as a component of period costs.  For
    the 4th quarter of 1993 Fuel Oil Program period costs were allocated 14% to
    Arkansas Power & Light Company, 54% to Louisiana Power & Light Company, 19%
    to Mississippi Power & Light Company and 13% to New Orleans Public Service
    Inc.

  c)   As previously reported, the System's fuels planning and procurement
       administration was reorganized during 1988, redefining the fuels
       mangement roles and placing the responsibility for most fuel procurement
       decisions with Entergy Corporation System Executives.

       SFI, utilizing Entergy Services personnel, continues to be responsible
       for gas and oil production, financing nuclear fuel inventory and fuel
       oil inventory and facilities, and accounting functions related to these
       continuing activities.





II.  File No 70-7574 Bank of America Agreement (B of A)

      During  the  quarter,  SFI did not borrow or repay any  loans  under  this
financing  agreement.  Commitment fees of $19,167 were incurred  on  the  unused
portion  of  the agreement.  There was no average outstanding principal  balance
and no interest cost.

        As  of  December  31, 1993, the sum of the Aggregate Borrowing  Base  of
Eligible  Fuel Oil Inventory and Receivables was $15,209,000 and there  were  no
borrowings outstanding under the B of A agreement.

III. File No 70-7668 Yasuda Trust and Banking Co., Ltd. Agreement
     (Yasuda)

      During  the  quarter,  SFI did not borrow or repay any  loans  under  this
financing  agreement.  Commitment fees of $20,416 were incurred  on  the  unused
portion  of  the agreement.  There was no average outstanding principal  balance
and no interest cost.

      As  previously reported, the Yasuda credit agreement was amended, pursuant
to  SEC authorization (See HCAR No. 25634, dated September 17, 1992) to increase
the  commitment  fees and margins payable on certain loans  and  to  extend  the
termination date of the agreement to September 30, 1995.  A copy of the  amended
credit agreement was filed with the SEC.

        As  of  December  31,  1993, the book value  of  the  nuclear  fuel  was
$13,936,000 and there were no borrowings outstanding under the Yasuda agreement.


<PAGE>

        IN WITNESS WHEREOF, SFI has caused this certificate to be executed as of
the 31st of January, 1994.


                           ARKANSAS POWER & LIGHT COMPANY
                           LOUISIANA POWER & LIGHT COMPANY
                           MISSISSIPPI POWER & LIGHT COMPANY
                           NEW ORLEANS PUBLIC SERVICE INC.
                           SYSTEM ENERGY RESOURCES, INC


                           BY:       /s/Glenn E. Harder
                                        Glenn E. Harder
                                 Vice President - Financial
                                 Strategies and Treasurer


                           SYSTEM FUELS, INC.

                           BY:       /s/Glenn E. Harder
                                        Glenn E. Harder
                                    Treasurer and Assistant
                                           Secretary



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