File No. 70-8001
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-1
______________________________________
POST-EFFECTIVE AMENDMENT NO. 3
TO
APPLICATION-DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
______________________________________
Arkansas Power & Light Company Louisiana Power & Light Company
425 West Capitol Avenue 639 Loyola Avenue
Little Rock, Arkansas 72201 New Orleans, Louisiana 70113
Mississippi Power & Light Company New Orleans Public Service Inc.
308 East Pearl Street 639 Loyola Avenue
Jackson, Mississippi 39201 New Orleans, Louisiana 70113
System Fuels, Inc.
639 Loyola Avenue
New Orleans, Louisiana 70113
(Names of companies filing this statement and
addresses of principal executive offices)
______________________________________
Entergy Corporation
(Name of top registered holding company parent
of each applicant or declarant)
______________________________________
Gerald D. McInvale
Executive Vice President and
Chief Financial Officer
Arkansas Power & Light Company
425 West Capitol Avenue
Little Rock, Arkansas 72201
(Names and addresses of agents for service)
_____________________________________________
The Commission is also requested to send copies of any
communications in connection with this matter to:
Laurence M. Hamric, Esq. Thomas J. Igoe, Jr., Esq.
Denise C. Redmann, Esq. Reid & Priest LLP
Entergy Services, Inc. 40 West 57th Street
639 Loyola Avenue New York, New York 10019
New Orleans, Louisiana 70113
<PAGE>
Item 1. Description of Proposed Transactions.
Item 1 of the Application-Declaration, as heretofore amended,
is hereby supplemented to include the following at the end of such
Item:
"None of the proceeds to be received by AP&L from the
subleasing of the steel or aluminum railcars will be used to invest
directly or indirectly in an exempt wholesale generator ("EWG") or
foreign utility company ("FUCO"), as such terms are defined in Section
32 or 33, respectively, of the Act.
All the applicable conditions of Rule 53(a) under the Act are
and, assuming the consummation of the transactions proposed herein,
will be satisfied, and none of the conditions of Rule 53(b) exists or,
as a result of the transactions, will exist. In compliance with Rule
53, Entergy states the following information:
(1) Entergy's aggregate investment (as defined in Rule 53)
in EWGs and FUCOs was approximately 7.9% of Entergy's consolidated
retained earnings (as defined in Rule 53) at December 31, 1994.
(2) Entergy maintains books and records to identify
investments in and earnings from any EWG or FUCO in which it directly
or indirectly holds an interest.
(3) For each FUCO or foreign EWG that is a majority-owned
subsidiary company (as defined in Rule 53) of Entergy, and for each
United States EWG in which Entergy directly or indirectly holds an
interest, the books and records shall be kept, and financial statements
shall be prepared, in accordance with generally accepted accounting
principles ("GAAP"), and Entergy undertakes to provide the Commission
access to such books and records and financial statements (in English)
as the Commission may request. Entergy's only current direct or
indirect investment of this type is a 50% interest, owned through
Entergy's EWG subsidiaries, Entergy Power Development Corporation and
Entergy Richmond Power Corporation, in an independent power plant in
Richmond, Virginia that has been certified as an EWG. The books and
records and financial statements of these entities are kept and
prepared in accordance with GAAP.
(4) For each FUCO or foreign EWG in which Entergy directly
or indirectly owns 50% or less of the voting securities, Entergy will
proceed in good faith, to the extent reasonable under the
circumstances, to cause the books and records to be kept, and financial
statements to be prepared, in accordance with GAAP, and to cause the
Commission to have access to such books and records and financial
statements (in English) as the Commission may request. In any event,
Entergy will make available to the Commission any books and records of
such entity that are available to Entergy. If such books and records
and financial statements are maintained according to a comprehensive
body of accounting principles other than GAAP, Entergy will, upon
request, describe and quantify each material variation from GAAP.
Entergy currently has investments of 50% or less in each of three FUCOs
located in Argentina, one located in Pakistan and one located in India,
the books and records and financial statements of which are kept and
prepared in accordance with GAAP.
(5) Less than 2% of the employees of Entergy's domestic
public-utility company subsidiaries render or will render services, at
any one time, directly or indirectly, to EWGs or FUCOs in which Entergy
has a direct or indirect interest.
(6) Entergy has submitted a copy of this Application-
Declaration on Form U-1, as amended, to the Federal Energy Regulatory
Commission and to each of the public service commissions having
jurisdiction over the retail rates of Entergy's public utility company
subsidiaries.
(7) Neither Entergy nor any subsidiary company thereof has
been the subject of a bankruptcy or similar proceeding.
(8) Average consolidated retained earnings for the four most
recent quarterly periods have not decreased by 10% from the average for
the previous four quarterly periods, and aggregate investment in EWGs
and FUCOs at December 31, 1994 ($175.7 million) is less than 2% of
total capital invested in utility operations at that date ($15,917
million).
(9) Entergy's reported operating losses for the year 1994
attributable to its direct or indirect EWG and FUCO investments totaled
$2.9 million, which is 0.1% of consolidated retained earnings at
December 31, 1994."
<PAGE>
SIGNATURES
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, as amended, the undersigned companies have duly
caused this statement to be signed on their behalf by the undersigned
thereunto duly authorized.
ARKANSAS POWER & LIGHT COMPANY
LOUISIANA POWER & LIGHT COMPANY
MISSISSIPPI POWER & LIGHT COMPANY
NEW ORLEANS PUBLIC SERVICE INC.
By: /s/ Gerald D. McInvale
Gerald D. McInvale
Executive Vice President and
Chief Financial Officer
SYSTEM FUELS, INC.
By: /s/ Gerald D. McInvale
Gerald D. McInvale
Senior Vice President and
Chief Financial Officer
Dated: June 9, 1995
