File No. 70-7571
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
425 West Capitol Avenue
Little Rock, Arkansas 72201
(Name of company filing this statement and address
of principal executive offices)
________________________________
Entergy Corporation
(Name of top registered holding company parent of each
applicant or declarant)
______________________________
Gerald D. McInvale
Senior Vice President and
Chief Financial Officer
Arkansas Power & Light Company
425 West Capitol Avenue
Little Rock, Arkansas 72201
(Name and address of agent 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 in File 70-7571,
as previously amended, is hereby supplemented by adding the
following paragraphs to the end thereof:
"Pursuant to Commission authorization in this file
(HCAR Nos. 24787 and 24917, December 20, 1988 and July 7, 1989,
respectively) (the "Orders"), Arkansas Power & Light Company
("AP&L") entered into a Fuel Lease, dated as of December 22, 1988
(the "Lease"), with River Fuel Trust #1 (the "Trust") under which
AP&L leases nuclear fuel required for use at its Arkansas Nuclear
One Generating Station ("ANO"). Under the terms of the Lease,
the Trust makes payments to suppliers, processors and
manufacturers necessary to provide nuclear fuel for ANO, or AP&L
makes such payments and is reimbursed by the Trust.
In accordance with the terms of the Orders, AP&L
consented to allow the Trust to finance the acquisition of up to
$250 million of nuclear fuel through (i) a maximum commitment of
$65 million under a Credit Agreement, dated as of December 22,
1988, with Union Bank of Switzerland, Houston Agency (the "Credit
Agreement"), and (ii) the issuance by the Trust of up to $185
million of secured notes ("Secured Notes") pursuant to Secured
Note Agreements entered into with certain institutional lenders.
Under the Credit Agreement, the Trust may issue and
sell its commercial paper through an agent under a Depositary
Agreement supported by an irrevocable direct-pay letter of credit
issued by the Bank. Alternatively, the Trust can make revolving
credit borrowings from the Bank evidenced by the Trust's
promissory notes.
In order to obtain more flexibility for its nuclear
fuel acquisition program and because of favorable conditions in
the commercial paper market, AP&L now proposes that the Trust
enter into either (a) an amendment to the Credit Agreement
increasing the maximum commitment thereunder to $250 million
("Amended Credit Agreement"), or (b) if alternative bank
financing becomes available on more favorable terms, a new credit
agreement in replacement of the Credit Agreement providing for a
maximum commitment of $250 million ("Successor Credit
Agreement").
Under the terms of the Lease, the Trust may not amend
the Credit Agreement or enter into any successor credit agreement
without the consent of AP&L. Authorization is herein requested
for AP&L to consent to the execution by the Trust of the Amended
Credit Agreement or Successor Credit Agreement; provided,
however, that (a) the Trust's combined obligations under the
Amended Credit Agreement (or Successor Credit Agreement) and the
outstanding Secured Notes shall at no time exceed the $250
million currently authorized by the Commission in this file, and
(b) all of the other terms and conditions of the Amended Credit
Agreement (or Successor Credit Agreement) shall continue to be
within the parameters authorized by the Orders."
Item 2. Fees, Commissions and Expenses.
The fees, commissions and expenses to be paid or
incurred by AP&L in connection with the transactions described
herein are not expected to exceed $12,000, including the $2,000
filing fee of the Commission, legal fees estimated not to exceed
$7,500, and fees of Entergy Services, Inc., estimated not to
exceed $2,500.
Item 3. Applicable Statutory Provisions.
AP&L believes that its participation in the
transactions proposed herein is subject to Sections 9(a) and 10
of the Act and that no other Sections of the Act, including
Sections 6 and 7, are applicable.
Item 4. Regulatory Approval.
No state regulatory body or agency and no federal
commission or agency other than the Commission has jurisdiction
over the transactions proposed herein.
Item 5. Procedure.
Item 5 is hereby amended by adding the following at the
end thereof:
"AP&L hereby requests that the Commission's
supplemental order authorizing AP&L to consent to the execution
by the Trust of the Amended Credit Agreement or Successor Credit
Agreement be entered on or before January 31, 1996. Pursuant to
Rule 24(c)(1) under the Act, the Commission is requested to
specify in its supplemental order that the transactions
authorized thereby shall be carried out within one year of the
issuance of the supplemental order.
AP&L hereby waives a recommended decision by a hearing
officer or any other responsible officer of the Commission;
agrees that the Staff of the Division of Investment Management
may assist in the preparation of the Commission's decision; and
requests that there be no waiting period between the issuance of
the Commission's supplemental order and the date on which it is
to become effective."
Item 6. Exhibits and Financial Statements.
(a) Exhibits:
*B-3(c) Amended Credit Agreement or
Successor Credit Agreement.
*F-1(b) Opinion of Friday, Eldredge &
Clark.
*F-2(b) Opinion of Reid & Priest LLP.
H-2 Suggested form of notice of proposed
transactions for publication in the
Federal Register.
(b) Financial Statements:
The transactions proposed herein do not contemplate an
increase in the amount of financing currently authorized by the
Commission. Therefore, no financial statements are filed
herewith.
* To be filed by Rule 24 Certificate after execution of Amended
Credit Agreement or Successor Credit Agreement.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned company has duly
caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
ARKANSAS POWER & LIGHT COMPANY
By: /s/ William J. Regan, Jr.
William J. Regan, Jr.
Vice President and Treasurer
Dated: December 19, 1995
Exhibit H-2
SUGGESTED FORM OF NOTICE OF PROPOSED TRANSACTIONS
Arkansas Power & Light Company (70-7571)
Arkansas Power & Light Company ("AP&L"), 425 West
Capitol Avenue, 40th Floor, P.O. Box 551, Little Rock, Arkansas
72201, a subsidiary of Entergy Corporation, a registered holding
company, has filed a post-effective amendment to its Application-
Declaration under Sections 9(a) and 10 of the Public Utility
Holding Company Act of 1935 ("Act").
Pursuant to Commission authorization (HCAR Nos. 24787
and 24917, December 20, 1988 and July 7, 1989, respectively) (the
"Orders"), AP&L entered into a Fuel Lease, dated as of December
22, 1988 (the "Lease"), with River Fuel Trust #1 (the "Trust")
under which AP&L leases nuclear fuel required for use at its
Arkansas Nuclear One Generating Station ("ANO"). Under the terms
of the Lease, the Trust makes payments to suppliers, processors
and manufacturers necessary to provide nuclear fuel for ANO, or
AP&L makes such payments and is reimbursed by the Trust.
In accordance with the terms of the Orders, AP&L
consented to allow the Trust to finance the acquisition of up to
$250 million of nuclear fuel through (i) a maximum commitment of
$65 million under a Credit Agreement, dated as of December 22,
1995, with Union Bank of Switzerland, Houston Agency (the "Credit
Agreement"), and (ii) the issuance by the Trust of up to $185
million of secured notes ("Secured Notes") pursuant to Secured
Note Agreements entered into with certain institutional lenders.
Under the Credit Agreement, the Trust may issue and
sell its commercial paper through an agent under a Depositary
Agreement supported by an irrevocable direct-pay letter of credit
issued by the Bank. Alternatively, the Trust can make revolving
credit borrowings from the Bank evidenced by the Trust's
promissory notes.
In order to obtain more flexibility for its nuclear
fuel acquisition program and because of favorable conditions in
the commercial paper market, AP&L now proposes that the Trust
enter into either (a) an amendment to the Credit Agreement
increasing the maximum commitment thereunder to $250 million
("Amended Credit Agreement"), or (b) if alternative bank
financing becomes available on more favorable terms, a new credit
agreement in replacement of the Credit Agreement providing for a
maximum commitment of $250 million ("Successor Credit
Agreement").
Under the terms of the Lease, the Trust may not amend
the Credit Agreement or enter into any successor credit agreement
without the consent of AP&L. Authorization is requested for AP&L
to consent to the execution by the Trust of the Amended Credit
Agreement or Successor Credit Agreement; provided, however, that
(a) the Trust's combined obligations under the Amended Credit
Agreement (or Successor Credit Agreement) and the outstanding
Secured Notes shall at no time exceed the $250 million currently
authorized by the Commission, and (b) all of the other terms and
conditions of the Amended Credit Agreement (or Successor Credit
Agreement) shall continue to be within the parameters authorized
by the Orders.
The Post-Effective Amendment to the Application-
Declaration and any further amendments thereto are available for
public inspection through the Commission's Office of Public
Reference. Interested persons wishing to comment or request a
hearing should submit their views in writing by ,
1995, to the Secretary, Securities and Exchange Commission,
Washington, D.C. 20549, and serve a copy on the applicants and
declarants at the address specified above. Proof of service (by
affidavit or, in case of an attorney at law, by certificate)
should be filed with the request. Any request for a hearing
shall identify specifically the issues of fact or law that are
disputed. A person who so requests will be notified of any
hearing, if ordered, and will receive a copy of any notice or
order issued in this matter. After said date, the Application-
Declaration as so amended, may be granted and/or permitted to
become effective.
For the Commission, by the Division of Investment
Management, pursuant to delegated authority.
____________________
Secretary
