File No. 70-8723
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
Amendment No. 1
to the
Form U-1/A
___________________________________
APPLICATION-DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
___________________________________
Arkansas Power & Light Company
425 West Capitol, 40th Floor
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)
___________________________________
R. Drake Keith William J. Regan, Jr.
President Vice President and
Arkansas Power & Light Company Treasurer
425 West Capitol, 40th Floor Entergy Services, Inc.
Little Rock, Arkansas 72201 P.O. Box 61000
New Orleans, LA 70161
(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. Kevin Stacey, Esq.
Entergy Services, Inc. Reid & Priest LLP
639 Loyola Avenue 40 West 57th Street
New Orleans, LA 70113 New York, NY 10019
<PAGE>
Item 3 is hereby amended by the deletion of the first
paragraph and the substitution of the following three paragraphs:
The Company believes that (i) Sections 6(a) and 7 of
the Holding Company Act apply to the proposed issuance(s)
and sale(s) of the Entity Interests, (ii) Sections 6(a), 7,
9(a) and 10 apply to the potential exchange of Entity
Interests for Entity Subordinated Debentures, (iii) Sections
6(a), 7 and 12(b) of the Holding Company Act and Rule 45
thereunder apply to the Company's issuance of the Guaranty
(if any), and (iv) Sections 6(a) and 7 and Rule 52
thereunder apply to the Company's issuance(s) of the Entity
Subordinated Debentures such that pursuant to Rule 52, upon
the issuance of an order of the Arkansas Public Service
Commission relating to the issuance(s) of such Entity
Subordinated Debentures, the Company may effect such
issuance(s) without prior Commission approval.
The Company believes that Sections 9(a) and 10 of the
Holding Company Act apply to the formation of the Issuing
Entity, the acquisition of voting interests in the Issuing
Entity, the potential formation of the Participating
Subsidiary, the Company's potential acquisition of shares of
the capital stock of the Participating Subsidiary and the
potential acquisition by the Participating Subsidiary of
voting interests in the Issuing Entity.
The Company believes that Sections 9(a) and 10 of the
Holding Company Act and Rule 52(d) thereunder apply to the
Issuing Entity's acquisition of the Entity Subordinated
Debentures.
Item 6. Exhibits and Financial Statements.
(a) Exhibits:
D-1 Application of the Company to the APSC
regarding, among other things, the Entity
Interests and related transactions.
D-2 Application of the Company to the TPSC
regarding, among other things, the Entity
Interests and related transactions.
F-1 Opinion(s) of Friday, Eldredge & Clark.
F-2 Opinion(s) of Reid & Priest LLP.
G Plan of Financing for the Company and
Financial Data Schedules.
_________________________
* Incorporated herein by reference as indicated.
Section B. Financial Statements
Financial Statements of the Company as of September 30, 1995
(reference is made to Exhibit G hereto).
Financial Statements of Entergy Corporation and
subsidiaries, consolidated, as of September 30, 1995.
Notes to financial statements of the Company and Entergy
Corporation and subsidiaries included in the Annual Report
on Form 10-K for the fiscal year ended December 31, 1994 and
the Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 1995, June 30, 1995 and September 30, 1995
(filed in File No. 1-10764 incorporated by reference).
Except as reflected in the Financial Statements, no material
changes not in the ordinary course of business have taken
place since September 30, 1995.
Reference is made to Exhibit G hereto for a statement of the
proposed accounting treatment of the transactions herein
contemplated.
<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: November 20, 1995
Exhibit D-1
BEFORE THE
ARKANSAS PUBLIC SERVICE COMMISSION
IN THE MATTER OF THE APPLICATION )
OF ARKANSAS POWER & LIGHT COMPANY )
FOR AUTHORIZATION TO ENTER INTO ) DOCKET NO. 95-_____-U
CERTAIN FINANCING TRANSACTIONS )
DURING THE YEARS 1996 THROUGH 2000 )
A P P L I C A T I O N
Arkansas Power & Light Company ("AP&L" or the "Company"),
respectfully states:
1. AP&L is a corporation organized under the laws of the
State of Arkansas and a public utility as defined by Act 324 of
the Acts of Arkansas of 1935, as amended ("Act 324"). The
Company's property consists of facilities for the generation,
transmission, and distribution of electric power and energy to
the public and of other property necessary to repair, maintain,
and operate those facilities. These facilities are located
principally in the State of Arkansas. Certain distribution and
transmission facilities for wholesale customers are located in
the State of Missouri, and distribution lines for retail
customers situated wholly on the west side of the main channel of
the Mississippi River are located in a small portion of the State
of Tennessee.
2. This Application is filed pursuant to Sections 58 and
59 of Act 324 and Sections 2.03, 4, and 5 of the Rules of
Practice and Procedure ("Procedural Rules") of the Arkansas
Public Service Commission ("APSC" or the "Commission"). AP&L is
subject to the jurisdiction of the Securities and Exchange
Commission ("SEC") under the Public Utility Holding Company Act
of 1935, as amended (the "Holding Company Act"), as an electric
utility subsidiary of Entergy Corporation ("Entergy"), which is a
registered public utility holding company . It therefore may be
necessary for AP&L to comply with the rules and regulations
promulgated by the SEC under such Act and, as hereinafter
described in greater detail, to secure certain approvals of the
SEC in connection with the transactions proposed herein as
described in paragraph 14 below.
I. ISSUANCE AND SALE OF FIRST MORTGAGE BONDS AND DEBENTURES
3. Pursuant to Section 59 of Act 324, AP&L hereby applies
to the Commission for an order authorizing it from time to time
not earlier than January 1, 1996, and not later than December 31,
2000, to issue and sell one or more series of its first mortgage
bonds (the "Bonds" or "First Mortgage Bonds") and one or more
series of its debentures (the "Debentures") in such principal
amounts as AP&L may elect, which combined amounts, in the
aggregate, shall not exceed the sum of $870,000,000. The Bonds
and Debentures of each series will be due not less than three
years nor more than 40 years after their respective dates of
issuance and will be dated as of the first day or the fifteenth
day of the month in which the particular series is issued.
4. The Company's request herein for authorization to issue
and sell its First Mortgage Bonds is in addition to, and does not
supersede, the authorization granted by this Commission in Docket
No. 93-217-U, wherein the Commission authorized AP&L to issue and
sell in one or more series, from time to time not later than
December 31, 1995, not more than $600,000,000 in aggregate
principal amount of its First Mortgage Bonds. There is currently
a balance of $270,000,000 in aggregate principal amount of the
Company's First Mortgage Bonds subject to the Commission's
authorization in Docket No. 93-217-U remaining unissued and
unsold.
5. Each series of Bonds and Debentures will be sold at
such price, will bear interest at such rate (which may be an
adjustable rate), and will mature on such date as will be
determined at the time of sale. AP&L anticipates that the
issuance and sale of each series of Bonds and Debentures will be
by means of competitive bidding or a negotiated public offering
or private placement with institutional investors in order to
secure the advantage of an advanced marketing effort and/or the
best available terms. Because the markets for the Bonds and the
Debentures are constantly fluctuating, it is not possible to
forecast the precise interest rate for any series of the Bonds or
Debentures at this time.
6. Each series of the Bonds is to be issued as a new
series of First Mortgage Bonds under AP&L's Mortgage and Deed of
Trust, dated as of October 1, 1944, to Guaranty Trust Company of
New York (Bankers Trust Company, successor) and Henry A. Theis
(Stanley Burg, successor), Co-Trustee, and Marvin A. Mueller (The
Boatmen's National Bank of St. Louis, successor), Co-Trustee, as
to certain Missouri property, as Trustees, as heretofore
supplemented and as proposed to be further supplemented by
additional supplemental indentures thereto (the "Mortgage"). A
copy of the Mortgage, as supplemented, has previously been filed
with the Commission. A copy of the proposed form of supplemental
indenture relating to each series of the Bonds is attached hereto
as AP&L Exhibit A.
7. The Mortgage constitutes a first mortgage lien on all
of the properties presently owned by AP&L (except as stated
below), subject to (a) leases of minor portions of the Company's
property to others for uses which do not interfere with the
conduct of the Company's business, (b) leases of certain AP&L
property not used in its electric utility business, and (c)
excepted encumbrances. There are excepted from the lien of the
Mortgage all cash and securities; certain equipment, fuel,
materials, or supplies; timber, minerals, mineral rights, and
royalties; receivables, contracts, leases, and operating
agreements; and certain unimproved lands sold or to be sold. The
Mortgage contains provisions for encumbering after-acquired
property by the lien thereof, subject to limitation in the case
of consolidation, merger, or sale of substantially all of AP&L's
assets.
8. AP&L is obligated to make annual payments into sinking
or improvement and maintenance and replacement funds with respect
to its First Mortgage Bonds of prior series, but, at the
Company's election, one or more series of the Bonds may be issued
free of either or both of such requirements. If AP&L elects to
issue a series of the Bonds subject to such requirements, or to
similar requirements, such annual payments may be made in cash,
by principal amount of Bonds of such series that are outstanding,
or with property additions.
9. The Mortgage does not limit the aggregate principal
amount of First Mortgage Bonds that may be outstanding at any one
time. The stockholders of AP&L have consented to the issuance
under the Mortgage of First Mortgage Bonds not exceeding an
aggregate amount outstanding at any one time of $5,000,000,000.
The aggregate amount of First Mortgage Bonds issued and
outstanding under the Mortgage as of June 30, 1995, is
$919,978,000, all of which is secured by the lien of the
Mortgage.
10. The Debentures will be issued under either one or more
Debenture Indentures or Subordinated Debenture Indentures, each
to be entered into by the Company with a Trustee, and to be
substantially in the forms attached hereto as AP&L Exhibit B-1
and AP&L Exhibit B-2, respectively (each, a "Debenture
Indenture"), as may be supplemented from time to time.
11. The Debentures issued under a Subordinated Debenture
Indenture or a supplement thereto would be expressly subordinated
to Senior Indebtedness, as defined therein or pursuant thereto.
A Subordinated Debenture Indenture or a Supplement thereto may
also provide that payment of interest on the Debentures issued
thereunder may be paid monthly, quarterly or semi-annually and
may be deferred for limited periods, without creating a default
with respect thereto so long as no dividends are being paid on
common stock or preferred stock, or certain actions are not taken
related to the retirement of the common or preferred stock of the
Company during such period of deferral.
12. The form of AP&L's Debenture Indenture provides that
Debentures issued thereunder may be either unsecured or secured.
AP&L does not contemplate issuing both unsecured and secured
Debentures under a single Debenture Indenture, or supplements
thereto. AP&L may, from time to time, issue Debentures that are
secured by a subordinate lien on some or all of its property, or
by some other form of collateral. Such secured Debentures may be
pledged to the trustee under a separate Debenture Indenture, or a
supplement thereto, to secure AP&L's obligations with respect to
unsecured Debentures issued thereunder, or such secured
Debentures may be sold publicly or through a private placement.
13. The net proceeds that AP&L will receive from the
issuance and sale of the Bonds and the Debentures will be used to
pay all or a portion of the Company's short-term indebtedness
outstanding from time to time, to provide funds for the
retirement, subject to applicable refunding, legal, or regulatory
requirements, of a portion of the Company's outstanding
securities at or prior to maturity through redemptions, tender
offers, open market or negotiated purchase, or otherwise, and for
other corporate purposes.
II. ENTITY INTERESTS AND ENTITY SUBORDINATED DEBENTURES
14. To the extent the Commission has jurisdiction with
respect thereto, AP&L hereby further applies to the Commission
for an order authorizing it from time to time not earlier than
January 1, 1996, and not later than December 31, 2000, to issue
and sell -- through a special purpose entity of the Company to be
organized in the form of either a limited partnership or a
statutory business trust ("Entity") -- one or more series of
preferred securities with a $25 per share stated liquidation
preference ("Entity Interests") in an aggregate principal amount,
which when combined with the authority requested in Section III
pertaining to preferred stock shall not exceed $200,000,000. If
the Entity is a limited partnership, AP&L will act as the general
partner; if the Entity is a statutory business trust, AP&L will
acquire all of the common securities in the Entity. The
Company's investment in the Entity is referred to herein as the
Equity Contribution. The other holders of the Entity Interests
will be either limited partners (in the case of a limited
partnership) or preferred security holders (in the case of a
statutory business trust).
15. In connection with the issuance of any series of Entity
Interests, the Company also will issue, from time to time in one
or more series Entity Subordinated Debentures. The Entity
Subordinated Debentures will be issued to the Entity pursuant to
the Company's Subordinated Debenture Indenture, the form of which
is attached hereto as AP&L Exhibit B-3, each such series of
Entity Subordinated Debentures to be in a principal amount not to
exceed the principal amount of the respective series of Entity
Interests, but in any event in an aggregate amount not to exceed
$200,000,000. The Entity will use the proceeds from the sale of
its Entity Interests plus the Equity Contribution to purchase
Entity Subordinated Debentures. Distributions on the Entity
Interests will be cumulative, and will be mandatory to the extent
that the Entity has legally available funds and sufficient cash
for such purposes. The distribution rates, payment dates,
redemption, maturity and other terms applicable to each series of
Entity Interests will be determined at the time of sale of each
series and will be substantially identical to the interest rates,
payment dates, redemption, maturity and other provisions of the
Entity Subordinated Debentures relating thereto. The interest
paid by AP&L on its Entity Subordinated Debentures will
constitute the only income of the Entity and will be used to pay
distributions on the Entity Interests.
16. AP&L also may enter into a guaranty (the "Guaranty")
pursuant to which it will unconditionally guarantee payment of
distributions on the Entity Interests, if and to the extent the
Entity has funds legally available therefor, and payments to the
holders of Entity Interests of amounts due upon liquidation of
the Entity or redemption of the Entity Interests. The Entity
Subordinated Debentures issued pursuant to the Subordinated
Debenture Indenture and the Guaranty (if issued) will be
expressly subordinated to Senior Indebtedness, as defined in the
Subordinated Debenture Indenture.
17. It is expected for Federal income tax purposes that
AP&L's interest payments on the Entity Subordinated Debentures
will be deductible and that the Entity, as a limited partnership
or a statutory business trust, will not be subject to Federal
income tax as an entity. Holders of Entity Interests will be
deemed to have received partnership distributions in the case of
a limited partnership, or original issue discount in the case of
a statutory business trust, and will not be entitled to any
"dividends received deduction" under the Internal Revenue Code.
18. The net proceeds that AP&L will receive from the
issuance and sale of the Entity Subordinated Debentures will be
used to pay all or a portion of the Company's short term
indebtedness outstanding from time to time, to provide funds for
the retirement, subject to applicable refunding, legal or
regulatory requirements, of a portion of the Company's
outstanding securities at or prior to maturity through
redemptions, tender offers, open market repurchase, or otherwise,
and for other corporate purposes.
19. Under the Holding Company Act, AP&L will file with the
SEC an Application-Declaration on Form U-1 (the "SEC
Application") requesting authorization for (1) the formation of
the Entity through which AP&L will issue Entity Interests, (2)
AP&L's Equity Contribution to the special purpose entity, and (3)
all other necessary authorization with respect to the Entity
Interests and Entity Subordinated Debentures discussed herein.
III. PREFERRED STOCK
20. Also pursuant to Section 59 of Act 324, AP&L hereby
applies to the APSC for an order authorizing it to create, issue,
and sell, from time to time not earlier than January 1, 1996, and
not later than December 31, 2000, one or more series of its $100
Par Value, $25 Par Value or Class A Preferred Stock, or any
combination thereof (the "Preferred Stock"), each such series
consisting of such number of shares as AP&L shall elect, provided
however that the total number of such shares shall not exceed
the number of shares authorized by the Company's Articles. Such
shares shall not have an aggregate par value or involuntary
liquidation value, as the case may be, in excess of $200,000,000
when combined with the authority requested in Section II
pertaining to Entity Interests. Each new series of the Preferred
Stock shall have the same rank and relative rights as, and shall
otherwise be identical to, each series of AP&L's Preferred Stock
presently issued and outstanding, except with respect to par
value and/or involuntary liquidation value and except that the
resolutions authorizing the creation of each such new series of
the Preferred Stock may provide for different dividend rates,
dates from which dividends shall commence to accumulate,
redemption rates, and redemption restrictions, if any.
21. Each series of Preferred Stock will be sold at such
price and have such dividend rate as will be determined at the
time of sale. AP&L anticipates that the issuance and sale of
each series of Preferred Stock will be by means of competitive
bidding or a negotiated public offering or private placement with
institutional investors in order to secure the advantage of an
advanced marketing effort and/or the best available terms.
Because the market for the Preferred Stock is constantly
fluctuating, it is not possible to forecast the precise dividend
rate for any series of the Preferred Stock at this time.
22. The Preferred Stock will be issued in accordance with
AP&L's Articles, which currently authorize the issuance of
3,730,000 shares of its $100 Par Value Preferred Stock, 9,000,000
shares of its $25 Par Value Preferred Stock, and 15,000,000
shares of its Class A Preferred Stock, of which 1,388,500 shares,
480,000 shares, and 2,600,000 shares, respectively, are issued
and outstanding as of June 30, 1995.
23. The net proceeds that AP&L will receive from the
issuance and sale of the Preferred Stock will be used to pay all
or a portion of the Company's short-term indebtedness outstanding
from time to time, to provide funds for the retirement, subject
to applicable refunding, legal or regulatory requirements, of a
portion of the Company's outstanding securities at or prior to
maturity through redemptions, tender offers, open market
repurchase, or otherwise, and for other corporate purposes.
IV. COMMON STOCK
24. Also pursuant to Section 59 of Act 324, AP&L hereby
further applies to the Commission for an order authorizing it to
issue and sell to Entergy, an aggregate amount of its common
stock, $0.01 par value per share ("Common Stock") not exceeding
8,000,000 shares, at a minimum price of $12.50 per share, in one
or more separate transactions occurring at such times as the
Company deems appropriate, but not earlier than January 1, 1996,
and not later than December 31, 2000, for an aggregate maximum
consideration of $100,000,000. AP&L will enter into such
agreements with Entergy for the sale and purchase of the Common
Stock, to occur in such installments and at such times before
December 31, 2000 as AP&L and Entergy shall determine.
25. The Common Stock will be issued in accordance with the
Company's Articles, which currently authorize the issuance of
325,000,000 shares of its Common Stock of which 46,980,196 shares
are issued and outstanding as of June 30, 1995.
26. The net proceeds that AP&L will receive from the
issuance and sale of the Common Stock will be used to pay all or
a portion of the Company's short-term indebtedness outstanding
from time to time, to provide funds for the retirement of a
portion of the Company's outstanding securities at or prior to
maturity, and for other corporate purposes.
V. TAX-EXEMPT BONDS, COLLATERAL BONDS AND RELATED TRANSACTIONS
27. AP&L proposes to enter into arrangements for the
issuance and sale, by one or more governmental authorities (each
an "Issuer"), of one or more series of tax-exempt bonds in an
aggregate principal amount not to exceed $67,000,000 ("Tax-Exempt
Bonds") at one time or from time to time not earlier than January
1, 1996, and not later than December 31, 2000. The Company would
enter into one or more leases, installment sale, refunding, loan,
or similar agreements and/or one or more supplements or
amendments thereto (collectively, the "Facilities Agreement")
contemplating the issuance and sale by the Issuer(s) of one or
more series of Tax-Exempt Bonds pursuant to one or more trust
indentures and/or one or more supplements thereto (collectively,
the "Indenture") between the Issuer and one or more trustees
(collectively, the "Trustee"). The proceeds of the sale of Tax-
Exempt Bonds, net of any underwriters' discounts or other
expenses payable from proceeds, will be applied to acquire and
construct certain pollution control or sewage and solid waste
disposal facilities at AP&L's generating plants ("Facilities")
or to refinance outstanding Tax-Exempt Bonds issued for that
purpose.
28. The Company's request herein for authorization to enter
into arrangements for the issuance and sale by one or more
governmental authorities of one or more series of Tax-Exempt
Bonds is in addition to, and does not supersede, the
authorization granted by this Commission in Docket No. 94-126-U,
wherein the Commission authorized AP&L to enter into arrangements
for the issuance and sale in one or more series, from time to
time not later than December 31, 1995, not more than $200,000,000
in aggregate principal amount of Tax-Exempt Bonds. There is
currently a balance of $171,300,000 in aggregate principal amount
of Tax-Exempt Bonds subject to the Commission's authorization in
Docket No. 94-126-U remaining unsold. AP&L intends to enter into
a loan agreement with Pope County, Arkansas providing for the
refunding of $120,000,000 Pope County, Arkansas Pollution Control
Revenue Bonds, Series 1985 (Arkansas Power & Light Company
Project) through the issuance and sale of a new series of Tax-
Exempt Bonds not later than December 31, 1995, and pursuant to
the Commission's authority in Docket No. 94-126-U.
29. Payments made by AP&L under the Facilities Agreement
will be in amounts sufficient (together with any other moneys
held by the Trustee under the Indenture and available for such
purpose) to pay the principal of, and the premium, if any,
thereon, together with interest accrued or to accrue on, the
related series of Tax-Exempt Bonds as the same become due and
payable, and such payments will be made directly to the Trustee
pursuant to an assignment and pledge thereof by the Issuer to the
Trustee as set forth in the Indenture. Under the Facilities
Agreement, AP&L also will be obligated to pay (i) the fees and
charges of the Trustee and any registrar or paying agent under
the Indenture, (ii) all expenses necessarily incurred by the
Issuer in connection with its rights and obligations under the
Facilities Agreement, (iii) all expenses necessarily incurred by
the Issuer or the Trustee under the Indenture in connection with
the transfer or exchange of Tax-Exempt Bonds, and (iv) all other
payments that the Company agrees to pay under the Facilities
Agreement.
30. The Indenture may provide that, upon the occurrence of
certain events relating to the operation of all or a portion of
the Facilities financed, the Tax-Exempt Bonds will be redeemable
by the Issuer, at the direction of AP&L. Any series of Tax-
Exempt Bonds may be made subject to a mandatory cash sinking fund
under which stated portions of the Tax-Exempt Bonds of such
series are to be retired at stated times. The Tax-Exempt Bonds
may be subject to mandatory redemption in other cases. The
payments by AP&L under the Facilities Agreement in such
circumstances shall be sufficient (together with any other moneys
held by the Trustee under the Indenture and available therefor)
to pay the principal of all the Tax-Exempt Bonds to be redeemed
or retired and the premium, if any, thereon, together with
interest accrued or to accrue to the redemption date on such Tax-
Exempt Bonds.
31. The Tax-Exempt Bonds will mature not less than three
years from the first day of the month of issuance nor later than
40 years from the date of issuance. Tax-Exempt Bonds will be
subject to optional redemption, at the direction of AP&L, in
whole or in part, at the redemption prices (expressed as
percentages of principal amount) plus accrued interest to the
redemption date, and at the times, set forth in the Indenture.
32. The Facilities Agreement and the Indenture may provide
for a fixed interest rate or for an adjustable interest rate for
each series of Tax-Exempt Bonds as hereinafter described. No
series of Tax-Exempt Bonds will be sold if the fixed interest
rate or initial adjustable rate thereon would exceed the maximum
interest rate permitted by applicable law . If the series of Tax-
Exempt Bonds has an adjustable interest rate, the interest rate
during the initial Rate Period would be determined in
discussions between AP&L and the purchasers thereof from the
Issuer and would be based on the current market rate for
comparable tax-exempt bonds having a maturity comparable to the
length of the initial Rate Period. Thereafter, for each
subsequent Rate Period, the interest rate on such Tax-Exempt
Bonds would be that rate (subject to a specified maximum rate)
which will be sufficient to permit the remarketing of Tax-Exempt
Bonds of such series at their principal amount. Such interest
rates would be determined based on the market rates for tax-
exempt bonds of comparable maturity and quality. The following
subparagraphs (a) through (d) relate to Tax-Exempt Bonds having
an adjustable interest rate:
(a) The term "Rate Period," as used herein, means a
period during which the interest rate on such Tax-Exempt
Bonds bearing an adjustable rate (or method of determination
of such interest rate) is fixed. The initial Rate Period
would commence on the date as of which interest begins to
accrue on such Tax-Exempt Bonds. The length of each Rate
Period would be not less than one day nor more than five
years.
(b) The Facilities Agreement and Indenture would
provide that holders of Tax-Exempt Bonds would have the
right to tender or would be required to tender their Tax-
Exempt Bonds and have them purchased at a price equal to the
principal amount thereof, plus any accrued and unpaid
interest thereon, on dates specified in, or established in
accordance with, the Indenture. A Tender Agent may be
appointed to facilitate the tender of any Tax-Exempt Bonds
by holders. Any holders of Tax-Exempt Bonds wishing to have
their Tax-Exempt Bonds purchased may be required to deliver
their Tax-Exempt Bonds during a specified period of time
preceding such purchase date to the Tender Agent, if one
shall be appointed, or to the Remarketing Agent appointed to
offer such tendered Tax-Exempt Bonds for sale.
(c) The Facilities Agreement would obligate AP&L to
pay amounts equal to the amounts to be paid by the
Remarketing Agent or the Tender Agent pursuant to the
Indentures for the purchase of Tax-Exempt Bonds so tendered
by holders, such amounts to be paid by the Company on the
dates such payments by the Remarketing Agent or the Tender
Agent are to be made; provided, however, that the obligation
of AP&L to make any such payment under the Agreement would
be reduced by the amount of any other moneys available
therefor, including the proceeds of the sale of such
tendered Tax-Exempt Bonds by the Remarketing Agent.
(d) Upon the delivery of such Tax-Exempt Bonds by
holders to the Remarketing Agent or the Tender Agent for
purchase, the Remarketing Agent would use its best efforts
to sell such Tax-Exempt Bonds at a price equal to the stated
principal amount of such Tax-Exempt Bonds.
33. In order to obtain a more favorable rating on one or
more series of the Tax-Exempt Bonds, and, thereby improve the
marketability thereof, AP&L may arrange for an irrevocable letter
of credit from a bank (the "Bank") in favor of the Trustee. In
such event, payments with respect to principal, premium, if any,
interest, and purchase obligations in connection with any such
Tax-Exempt Bonds coming due during the term of such letter of
credit would be secured by, and payable from funds drawn under,
the letter of credit. In order to induce the Bank to issue such
letter of credit, the Company would enter into a Letter of Credit
and Reimbursement Agreement ("Reimbursement Agreement") with the
Bank pursuant to which AP&L would agree to reimburse the Bank for
all amounts drawn under such letter of credit within a specified
period after the date of the draw and with interest thereon. The
terms of the Reimbursement Agreement would correspond to the
terms of the Letter of Credit.
34. It is anticipated that the Reimbursement Agreement
would require the payment by AP&L to the Bank of annual letter-of-
credit fees and perhaps an up-front fee. Any such letter of
credit may expire or be terminated prior to the maturity date of
any such Tax-Exempt Bonds, and, in connection with such
expiration or termination, such Tax-Exempt Bonds may be made
subject to mandatory redemption or purchase on or prior to the
date of expiration or termination of such letter of credit,
possibly subject to the right of owners of such Tax-Exempt Bonds
not to have their Tax-Exempt Bonds redeemed or purchased.
Provision may be made for extension of the term of such letter of
credit or for the replacement thereof, upon its expiration or
termination, by another letter of credit from the Bank or a
different bank.
35. In addition, or as an alternative, to the security
provided by a letter of credit, in order to obtain a more
favorable rating on one or more series of Tax-Exempt Bonds, and
consequently improve the marketability thereof, AP&L may
determine (a) to provide an insurance policy for the payment of
the principal of and/or interest and/or premium on such Tax-
Exempt Bonds, and/or (b) to provide security for holders of such
Tax-Exempt Bonds and/or the Bank equivalent to the security
afforded to holders of first mortgage bonds outstanding under the
Company's Mortgage by obtaining the authentication of and
pledging one or more new series of AP&L's First Mortgage Bonds
("Collateral Bonds") under the Mortgage as it may be
supplemented.
36. Collateral Bonds would be issued on the basis of
unfunded net property additions and/or previously-retired first
mortgage bonds, and would be delivered to the Trustee under the
Indenture and/or to the Bank in order to evidence and secure
AP&L's obligation to pay the purchase price of the related
Facilities or repay the loan made by the Issuer under the
Agreement, and/or in order to evidence and secure the Company's
obligation to reimburse the Bank under the Reimbursement
Agreement. Collateral Bonds could be issued in several ways.
First, if the Tax-Exempt Bonds bear a fixed interest rate,
Collateral Bonds could be issued in a principal amount equal to
the principal amount of such Tax-Exempt Bonds and bear interest
at a rate equal to the rate of interest on such Tax-Exempt Bonds.
Second, they could be issued in a principal amount equivalent to
the principal amount of such Tax-Exempt Bonds plus an amount
equal to interest thereon for a specified period. In such a
case, such Collateral Bonds would bear no interest. Third,
Collateral Bonds could be issued in a principal amount equivalent
to the principal amount of such Tax-Exempt Bonds or in such
amount plus an amount equal to interest thereon for a specified
period, but carry a fixed interest rate that would be lower than
the fixed rate of such Tax-Exempt Bonds. Fourth, Collateral
Bonds could be issued in a principal amount equivalent to the
principal amount of such Tax-Exempt Bonds at an adjustable rate
of interest, varying with the rate of such Tax-Exempt Bonds but
having a "cap" above which the interest on Collateral Bonds could
not rise. The terms of any Collateral Bonds relating to
maturity, interest payment dates, if any, redemption provisions,
and acceleration will correspond to the terms of the related Tax-
Exempt Bonds. Upon issuance, the terms of any Collateral Bonds
will not vary during the life of such series, except for the
interest rate in the event such Collateral Bonds bear interest at
an adjustable rate. The maximum aggregate principal amount of
Collateral Bonds shall be $72,000,000.
37. In one or more Facilities Agreements, AP&L may grant a
subordinated lien on some or all of its property, or some other
form of collateral, to the trustee under the Indenture for that
series of Tax-Exempt Bonds to provide security for the Company's
obligation under the Facilities Agreements.
38. It is contemplated that the Tax-Exempt Bonds will be
sold by the Issuer pursuant to arrangements with an underwriter
or a group of underwriters or by private placement in a
negotiated sale or sales. AP&L will not be a party to the
underwriting or placement arrangements. However, the Facilities
Agreement will provide that the terms of the Tax-Exempt Bonds,
and their sale by the Issuer, shall be satisfactory to the
Company. AP&L expects that interest payable on the Tax-Exempt
Bonds will not be includable in the gross income of the holders
thereof for Federal income tax purposes under the provisions of
Section 103 of the Internal Revenue Code of 1986, as amended to
the date of issuance of Tax-Exempt Bonds (except for interest on
any Tax-Exempt Bond during a period in which it is held by a
person who is a "substantial user" of the Facilities or a
"related person" within the meaning of Section 147(a) of such
Code). AP&L also expects that interest payable on the Tax-Exempt
Bonds will not be includable in the gross income of the holders
thereof for Arkansas income tax purposes under Ark. Code Ann.
14-267-112.
VI. GENERAL INFORMATION
39. The Company's Application, together with the financing
plan proposed herein, was approved by the Company's Board of
Directors at the Meeting of the Board of Directors held on
October 9, 1995. Minute excerpts setting forth the resolutions
approving the Application and the financing plan are attached
hereto as AP&L Exhibit C.
40. AP&L estimates its aggregate expenses in connection
with the issuance and sale of the initial series and any
subsequent series of the First Mortgage Bonds and the Debentures,
the Entity Interests and Entity Subordinated Debentures, the
Preferred Stock, the Common Stock, and the Tax-Exempt Bonds and
collateral bonds will be as reflected in AP&L Exhibit D attached
hereto.
41. AP&L states that after the issuance of the First
Mortgage Bonds, the Debentures, the Entity Interests and Entity
Subordinated Debentures, the Preferred Stock, the Common Stock
and the Tax-Exempt Bonds, the aggregate amount of all of its
outstanding stock, bonds, notes and other evidences of
indebtedness will not exceed the fair value of AP&L's properties
and the reasonable cost of the issuance and sale of the First
Mortgage Bonds, the Debentures, the Entity Interests and Entity
Subordinated Debentures, the Preferred Stock, the Common Stock
and the Tax-Exempt Bonds .
42. Attached hereto are AP&L Exhibit E-1 and AP&L Exhibit E-
2, consisting of four parts each:
(1) Balance Sheet per books as of June 30,
1995, and Pro Forma after giving effect to
the proposed transactions.
(2) Earnings Statement for the 12 months
ended June 30, 1995, per books, and Pro Forma
after giving effect to the proposed
transactions.
(3) Analysis of Capital Structure as to
plant reserve, debt ratios, and earnings
ratios, per books as of June 30, 1995, and
Pro Forma after giving effect to the proposed
transactions.
(4) Proposed book entries giving effect to
the proposed transactions.
Due to the fact that the authority requested in Section II
hereof, entitled Entity Interests and Entity Subordinated
Debentures, and Section III hereof, entitled Preferred Stock, are
alternatives and have different accounting treatments, AP&L
Exhibit E-1 reflects the issuance of $200 million of Entity
Interests, while AP&L Exhibit E-2 reflects, alternatively, the
issuance of $200 million Preferred Stock. In actuality, the
Company's proposed authorization may result in the issuance of
only a portion of the $200 million of Entity Interests or
Preferred Stock or may result in the issuance of a combination of
the two types of securities.
43. In order to take advantage of favorable capital market
conditions, it is essential that AP&L be able to proceed with the
authority requested herein when presented with opportunities to
enhance its financial flexibility and/or reduce its capital cost.
Therefore, AP&L requests that the Commission consider and act on
this Application expeditiously and enter an order on or before
December 29, 1995.
44. Pursuant to Section 2.03 of the Commission's Procedural
Rules, AP&L requests that the following individuals be shown on
the service list of this Docket:
James P. Herden
Arkansas Power & Light Company
P.O. Box 551
Little Rock, Arkansas 72203
Telephone: (501)377-4475
Paul B. Benham III
Allison Graves
Friday, Eldredge & Clark
2000 First Commercial Building
400 West Capitol Avenue
Little Rock, Arkansas 72201-3493
Telephone: (501)376-2011
WHEREFORE, Arkansas Power & Light Company respectfully
requests that the Commission enter its order on or before
December 29, 1995, (a) authorizing the Company to issue and sell
in one or more series, from time to time not earlier than January
1, 1996, and not later than December 31, 2000, in each case in a
manner described herein: (i) the First Mortgage Bonds and
Debentures in an aggregate principal amount not to exceed
$870,000,000, (ii) the Entity Interests in an aggregate principal
amount not to exceed $200,000,000 (including the issuance to the
Entity of the Company's Entity Subordinated Debenture in an
aggregate principal amount not to exceed $200,000,000) when
combined with the authority requested for the issuance of
Preferred Stock, (iii) the Preferred Stock, in an aggregate par
value or involuntary liquidation value, as the case may be, not
to exceed $200,000,000, when combined with the authority
requested for the issuance of Entity Interests and Entity
Subordinated Debentures (iv) the Common Stock, not to exceed
8,000,000 shares, at a minimum price of $12.50 per share, for an
aggregate maximum consideration of $100,000,000, and (v) the Tax-
Exempt Bonds in an aggregate principal amount not to exceed
$67,000,000 and, in connection therewith, the Company requests
authorization to enter into the Agreement related thereto as
contemplated hereby; (b) authorizing the Company to apply the
proceeds from the sale of the First Mortgage Bonds, the
Debentures, the Entity Interests and Entity Subordinated
Debentures, the Preferred Stock, and the Common Stock for the
purposes set forth herein; (c)authorizing the Company to take
all other action and to enter into all other agreements necessary
therefor, including the issuance of one or more new series of
Collateral Bonds in an aggregate amount not to exceed
$72,000,000, as described herein, such authorization for
Collateral Bonds being separate and apart from the authorization
granted by this Commission in Orders 2 and 3 of Docket No. 93-217-
U and separate and apart from the authorization herein requested
for the issuance and sale of First Mortgage Bonds; and (d)
granting all other proper relief.
DATED this 20th day of October, 1995.
ARKANSAS POWER & LIGHT COMPANY
By: FRIDAY, ELDREDGE & CLARK
2000 First Commercial Building
400 West Capitol
Little Rock, Arkansas 72201-3493
Attorneys for Applicant
By:________________________________
PAUL B. BENHAM III, #71007
<PAGE>
BEFORE THE
ARKANSAS PUBLIC SERVICE COMMISSION
IN THE MATTER OF THE APPLICATION )
OF ARKANSAS POWER & LIGHT COMPANY )
FOR AUTHORIZATION TO ENTER INTO ) DOCKET NO. 95-_____-U
CERTAIN FINANCING TRANSACTIONS )
DURING THE YEARS 1996 THROUGH 2000 )
AP&L EXHIBIT C
MINUTE EXCERPTS FROM AP&L BOARD OF DIRECTORS MEETING
OCTOBER 9, 1995
ARKANSAS POWER & LIGHT COMPANY
Resolutions of the Board of Directors
October 9, 1995
<PAGE>
Finance Plan
WHEREAS, authorization by the Arkansas Public Service
Commission (the "Commission") of the Company's financing plan
expires on December 31, 1995, and it is therefore necessary that
the Board adopt a new financing plan and apply for approval
thereof by the Commission. After discussion, on motion duly
made, seconded, and unanimously adopted, it was
RESOLVED, That, subject to obtaining all requisite
approvals, authorizations, and consents, the Board of
Directors hereby approves a new financing plan for the
Company for the period January 1, 1996, through December 31,
2000, providing for (1) the issuance and sale by the
Company, from time to time, of (a) one or more new series or
sub-series of the Company's First Mortgage Bonds ("Bonds")
and/or one or more series of the Company's debentures
("Debentures") in a combined aggregate principal amount of
said Bonds and Debentures not to exceed $870,000,000; (b)
one or more series of monthly or quarterly income preferred
securities through the creation of a special purpose entity
("Entity Interests") (the issuance of Entity Interests to
include the issuance of one or more series of the Company's
junior subordinated debentures to said special purpose
entity, each series of such junior subordinated debentures
in a principal amount not to exceed the principal amount of
the respective series of Entity Interests) and one or more
new series of the Company's $100 Preferred Stock, $25
Preferred Stock, or Class A Preferred Stock, or any
combination thereof (collectively the "Preferred Stock") in
a combined aggregate principal amount of said Entity
Interests and Preferred Stock, having an aggregate par
and/or liquidation value not to exceed $200,000,000; and (c)
not in excess of 8,000,000 authorized but unissued
additional shares of the Company's Common Stock, $0.01 par
value per share at a minimum per share price of $12.50,
which consideration the Board of Directors has determined is
adequate, for an aggregate cash consideration not to exceed
$100,000,000, at such times and on such terms and conditions
as the officers of the Company deem appropriate, subject to
such further approvals of the Board of Directors and/or the
Executive Committee as may be necessary or desirable; (2)
the financing or refinancing, from time to time, of certain
facilities, including but not limited to sewage and/or solid
waste disposal or pollution control facilities regardless of
whether such facilities have heretofore been the subject of
such financing, to the greatest extent practicable, with the
net proceeds of the issuance and sale of up to $67,000,000
aggregate principal amount of tax-exempt bonds or notes (the
"Tax-Exempt Bonds"), which may be secured by $72 million
aggregate principal amount of the Company's first mortgage
bonds, provided that the actual amount of such financing and
structure of such arrangements shall be determined at a
later date, (3) the renewal, extension, or obtaining of new
or replacement letters of credit or other credit facilities
to support outstanding Pollution Control Revenue Bonds and
Industrial Development Revenue Bonds, and the purchase,
redemption, and/or remarketing of any such bonds, as
provided for under existing arrangements, and the fixing of
interest rates or changing the interest rate determinations
for any such bonds and (4) the negotiation and execution of
any loan, reimbursement, pledge, guaranty, or indemnity
agreements to support the financings contemplated in (1)
through (3) above, (such financings being herein
collectively referred to as the "New Financing Plan"), and
(5) the acquisition (and retirement and cancellation), from
time to time, by redemption (subject to any applicable
refunding limitations on redemption but whether pursuant to
applicable mandatory or optional sinking fund provisions or
not), tender offer, open market or negotiated purchases or
otherwise, or refunding of all or a portion of one or more
series of (a) the Company's outstanding First Mortgage
Bonds, (b) the Company's outstanding Preferred Stock, (c)
outstanding Pollution Control Revenue Bonds and Industrial
Development Revenue Bonds issued for the benefit of the
Company, and/or (d) any other security heretofore or
hereafter issued by the Company (the same being herein
referred to collectively, as the "New Acquisition Program"),
each and all with funds that are lawfully available for such
purpose; and further
RESOLVED, That the officers of the Company be, and each of
them hereby is, subject to receipt of any necessary Board,
Executive Committee or regulatory approvals and any
contractual or legal restrictions, authorized and directed
to implement the New Acquisition Program by effecting the
retirement (by any methods or combinations of methods
specified in any of these resolutions) of any such
outstanding First Mortgage Bonds, Preferred Stock, Pollution
Control Revenue Bonds and any other security heretofore or
hereafter issued by the Company as they, in their judgment,
deem appropriate or desirable in the interests of the
Company; and further
RESOLVED, That the officers of the Company be, and they
hereby are, authorized to prepare, execute, and file with
(1) the Securities and Exchange Commission ("SEC") under the
Public Utility Holding Company Act of 1935 ("Holding Company
Act") one or more Applications and/or Declarations on Form U-
1 and any and all amendments thereto, together with any and
all exhibits and other documents related thereto, as such
officers may deem necessary or desirable for the purpose of
obtaining the requisite authorizations of the Commission
under the Holding Company Act for the New Financing Plan and
the New Acquisition Program and (2) the Arkansas Public
Service Commission ("APSC") and the Tennessee Public Service
Commission ("TPSC") Applications and any and all amendments
thereto together with any and all exhibits and other
documents related thereto, as such officers may deem
necessary or desirable for the purpose of obtaining the
requisite authorizations of the APSC and the TPSC for the
New Financing Plan; and further
RESOLVED, That if any series of Bonds, Debentures, Entity
Interests and/or the Preferred Stock is to be sold publicly,
the officers of the Company be, and they hereby are,
authorized to prepare, execute, and file with the SEC one or
more registration statements with respect thereto, each
including a prospectus, on such form or forms as the
officers of the Company determine to be advisable, and any
and all amendments and supplements thereto, that such
officers may deem necessary or desirable, together with any
and all exhibits and documents related thereto, pursuant to
the Securities Act of 1933, as amended, and the rules and
regulations of the SEC promulgated thereunder; and further
RESOLVED, That the Company, for the purposes of complying
with the requirements of the blue sky laws of various states
and/or other jurisdictions in connection with applications
to register one or more new series or sub-series of the
Bonds, Debentures, Entity Interests and/or Preferred Stock,
does hereby irrevocably authorize the President or any Vice
President, the Treasurer or any Assistant Treasurer, and/or
the Secretary or any Assistant Secretary, or any of them, to
execute, for and on behalf of the Company, any necessary
forms and/or other papers designated by the respective
securities regulatory authorities of such states and/or
jurisdictions, including consents to service of process,
needed for the registration of such Bonds, Debentures,
Entity Interests and/or Preferred Stock, and such officers
of the Company, or any of them, are authorized to do
everything necessary and proper to facilitate any public
offering thereof in the various states and/or jurisdictions;
and further
RESOLVED, That the officers of the Company be, and they
hereby are, authorized and empowered, for and on behalf of
the Company, to take or cause to be taken all steps and
proceedings, and to do all such acts and things and to
execute all such documents and instruments, as in their
judgment may be necessary or appropriate to carry out and
effectuate the purposes of the foregoing resolutions and the
transactions contemplated thereby.
<PAGE>
ESTIMATE OF ISSUANCE EXPENSES*
EACH
INITIAL SUBSEQUENT
SERIES SERIES
FIRST MORTGAGE BONDS,
DEBENTURES $476,000 $127,000
PREFERRED STOCK,
ENTITY INTERESTS, $314,000 $162,000
ENTITY SUBORDINATED DEBENTURES
COMMON STOCK $ 30,000 $ 20,000
TAX-EXEMPT BONDS,
COLLATERAL BONDS $237,000 $183,000
* The estimates of expenses in this exhibit were developed by
category and reflect assumptions specific to each category.
AP&L Exhibit E-1 and AP&L Exhibit E-2 reflect total expenses of
issuance for all of the securities in the proposed plan. Total
expenses were derived from these estimates. Total expenses are
the sum of the Initial Series expenses listed above, plus an
estimated number of subsequent issuances multiplied by the amount
indicated in Each Subsequent Series above, plus an estimate of
underwriting expenses.
Exhibit D-2
BEFORE THE
TENNESSEE PUBLIC SERVICE COMMISSION
IN THE MATTER OF THE APPLICATION )
OF ARKANSAS POWER & LIGHT COMPANY )
FOR AUTHORIZATION TO ENTER INTO ) DOCKET NO. ________
CERTAIN FINANCING TRANSACTIONS )
DURING THE YEARS 1996 THROUGH 2000 )
A P P L I C A T I O N
Arkansas Power & Light Company ("AP&L" or the "Company"),
respectfully states:
1. AP&L is a corporation organized under the laws of the
State of Arkansas. The Company's property consists of facilities
for the generation, transmission, and distribution of electric
power and energy to the public and of other property necessary to
repair, maintain, and operate those facilities. These facilities
are located principally in the State of Arkansas. Certain
distribution and transmission facilities for wholesale customers
are located in the State of Missouri and distribution lines are
located in a small portion in the State of Tennessee.
2. AP&L is a public utility under Arkansas and Tennessee
law, and as such is subject to the jurisdiction of the Arkansas
Public Service Commission ("APSC") and the Tennessee Public
Service Commission ("TPSC" or "Commission"). AP&L has applied to
the APSC for authorization to enter into certain financing
transactions hereinafter described. A copy of the Application to
the APSC is attached hereto as Exhibit 1. Applicant is also
subject to the jurisdiction of the Securities and Exchange
Commission ("SEC") under the Public Utility Holding Company Act
of 1935, as amended (the "1935 Act"), as an electric utility
subsidiary of Entergy Corporation, a registered holding company.
It is, therefore, necessary for AP&L to comply with the rules and
regulations promulgated by the SEC under the 1935 Act and, in
certain instances, to secure the approval of the SEC in
connection with the transactions proposed herein.
3. AP&L proposes to implement its new financing plan for
the period January 1, 1996, through December 31, 2000, providing
for the issuance and sale by the Company, from time to time, of
(a) one or more new series of the Company's first mortgage bonds
("First Mortgage Bonds") and/or one or more series of the
Company's debentures ("Debentures") in a combined aggregate
principal amount not to exceed $870,000,000, (b) one or more
series of monthly or quarterly (or as otherwise determined at the
time of sale) income preferred securities through the creation of
a special purpose entity ("Entity Interests") and one or more new
series of the Company's preferred stock ("Preferred Stock") in a
combined aggregate principal amount not to exceed $200,000,000
and (c) not in excess of 8,000,000 authorized but unissued
additional shares of the Company's Common Stock for an aggregate
cash consideration not to exceed $100,000,000 and for AP&L's
entry into arrangements for the issuance and sale, by one or more
governmental authorities (each an "Issuer"), of one or more
series of tax-exempt bonds in an aggregate principal amount not
to exceed $67,000,000 ("Tax-Exempt Bonds").
4. AP&L hereby applies to the TPSC for an order
authorizing it to implement its new financing plan, as more
specifically described in the Company's Application to the APSC,
attached hereto as Exhibit 1, and in the Direct Testimony of
Steven C. McNeal before the APSC, attached hereto as Exhibit 2.
5. In order to take advantage of favorable capital market
conditions, it is essential that AP&L be able to proceed with the
authority requested herein when presented with opportunities to
enhance its financial flexibility and/or reduce its capital cost.
Therefore, AP&L requests that the Commission consider and act on
this Application expeditiously and enter an order on or before
December 29, 1995.
6. The names and addresses of the representatives and
attorneys for AP&L are:
James P. Herden
Arkansas Power & Light Company
P.O. Box 551
Little Rock, Arkansas 72203
Telephone: (501)377-4475
Paul B. Benham III
Allison Graves
Friday, Eldredge & Clark
2000 First Commercial Building
400 West Capitol Avenue
Little Rock, Arkansas 72201-3493
Telephone: (501)376-2011
WHEREFORE, Arkansas Power & Light respectfully requests that
the Commission enter its order on or before December 29, 1995,
(a) authorizing the Company to issue and sell in one or more
series, from time to time not earlier than January 1, 1996, and
not later than December 31, 2000, in each case in a manner
described herein and in Exhibit 1 and Exhibit 2 attached hereto:
(i) the First Mortgage Bonds and Debentures in an aggregate
principal amount not to exceed $870,000,000, (ii) the Entity
Interests in an aggregate principal amount not to exceed
$200,000,000 (including the issuance to the Entity of the
Company's Entity Subordinated Debenture in an aggregate principal
amount not to exceed $200,000,000) when combined with the
authority requested for the issuance of Preferred Stock, (iii)
the Preferred Stock, in an aggregate par value or involuntary
liquidation value, as the case may be, not to exceed
$200,000,000, when combined with the authority requested for the
issuance of Entity Interests and Entity Subordinated Debentures
(iv) the Common Stock, not to exceed 8,000,000 shares, at a
minimum price of $12.50 per share, for an aggregate maximum
consideration of $100,000,000, and (v) the Tax-Exempt Bonds in an
aggregate principal amount not to exceed $67,000,000 and, in
connection therewith, the Company requests authorization to enter
into the Agreement related thereto as contemplated hereby; (b)
authorizing the Company to apply the proceeds from the sale of
the First Mortgage Bonds, the Debentures, the Entity Interests
and Entity Subordinated Debentures, the Preferred Stock, and the
Common Stock for the purposes set forth in Exhibit 1 and Exhibit
2 attached hereto; (c) authorizing the Company to take all other
action and to enter into all other agreements necessary therefor,
including the issuance of one or more new series of Collateral
Bonds in an aggregate amount not to exceed $72,000,000, as
described in Exhibit 1 and Exhibit 2 attached hereto, such
authorization for Collateral Bonds being separate and apart from
the authorization granted by this Commission in its Order of
Docket No. 93-07178 and separate and apart from the authorization
herein requested for the issuance and sale of First Mortgage
Bonds; and (d) granting all other proper relief.
DATED this 27th day of October, 1995.
ARKANSAS POWER & LIGHT COMPANY
By: FRIDAY, ELDREDGE & CLARK
2000 First Commercial Building
400 West Capitol
Little Rock, Arkansas 72201-3493
Attorneys for Applicant
By:________________________________
PAUL B. BENHAM III, #71007
VERIFICATION
STATE OF ARKANSAS )
) ss.
COUNTY OF PULASKI )
I, Paul B. Benham III, one of the attorneys for AP&L, on
oath state that I have read the foregoing Application and that
the statements set forth therein are true and correct to the best
of my knowledge and belief.
___________________________________
Paul B. Benham III
SUBSCRIBED AND SWORN to before me, a Notary Public, on this
____ day of October, 1995.
___________________________________
Notary Public
My Commission Expires:
9/1/2001
Exhibit F-1
FRIDAY, ELDREDGE & CLARK
HERSCHEL H. FRIDAY (1922- A PARTNERSHIP OF
1994) INDIVIDUALS AND CLYDE "TAB" TURNER,
ROBERT V. LIGHT, P.A. PROFESSIONAL ASSOCIATIONS P.A.
WILLIAM H. SUTTON, P.A. CALVIN J. HALL, P.A.
JAMES W. MOORE ATTORNEYS AT LAW SCOTT J. LANCASTER,
BYRON M. EISEMAN, JR., P.A.
P.A. 2000 FIRST COMMERCIAL JERRY L. MALONE, P.A.
JOE D. BELL, P.A. BUILDING M. GAYLE CORLEY, P.A.
JOHN C. ECHOLS, P.A. ROBERT B. BEACH, JR.,
JAMES A. BUTTRY, P.A. 400 WEST CAPITOL P.A.
FREDERICK S. URSERY, J. LEE BROWN, P.A.
P.A. LITTLE ROCK, ARKANSAS JAMES C. BAKER, JR.,
H.T. LARZELERE, P.A. 72201-3493 P.A.
OSCAR E. DAVIS, JR., H. CHARLES GSCHWEND,
P.A. TELEPHONE 501-376-2011 JR., P.A.
JAMES C. CLARK, JR., HARRY A. LIGHT, P.A.
P.A. FAX NO. 501-376-2147 SCOTT H. TUCKER, P.A.
THOMAS P. LEGGETT, P.A. JOHN CLAYTON RANDOLPH,
JOHN DEWEY WATSON, P.A. P.A.
PAUL B. BENHAM III, P.A. GUY ALTON WADE, P.A.
LARRY W. BURKS, P.A. November 17, 1995 PRICE C. GARDNER, P.A.
A. WYCKLIFF NISBET, JR., J. MICHAEL PICKENS
P.A. TONIA P. JONES
JAMES EDWARD HARRIS, DAVID D. WILSON
P.A. JEFFREY H. MOORE
J. PHILLIP MALCOM, P.A. ANDREW T. TURNER
JAMES M. SIMPSON, P.A. DAVID M. GRAF
MEREDITH P. CATLETT, CARLA G. SPAINHOUR
P.A. JOHN C. FENDLEY, JR.
JAMES M. SAXTON, P.A. ALLISON GRAVES
J. SHEPHERD RUSSELL III, JONANN C. ROOSEVELT
P.A. R. CHRISTOPHER LAWSON
DONALD H. BACON, P.A. GREGORY D. TAYLOR
WILLIAM THOMAS BAXTER, TONY L. WILCOX
P.A. FRAN C. HICKMAN
WALTER A. PAULSON II, BETTY J. DEMORY
P.A. BARBARA J. RAND
BARRY E. COPLIN, P.A. JAMES W. SMITH
RICHARD D. TAYLOR, P.A. CLIFFORD W. PLUNKETT
JOSEPH B. HURST, JR., WILL BOND
P.A. DANIEL L. HERRINGTON
ELIZABETH ROBBEN MURRAY,
P.A.
CHRISTOPHER HELLER, P.A.
LAURA HENSLEY SMITH,
P.A.
ROBERT S. SHAFER, P.A.
WILLIAM M. GRIFFIN III, COUNSEL
P.A.
THOMAS N. ROSE, P.A.
MICHAEL S. MOORE, P.A.
DIANE S. MACKEY, P.A.
WALTER M. EBEL III, P.A.
KEVIN A. CRASS, P.A. WILLIAM J. SMITH
WILLIAM A. WADDELL, JR., WILLIAM A. ELDREDGE,
P.A. JR., P.A.
B.S. CLARK
WILLIAM L. TERRY, P.A.
WILLIAM L. PATTON, JR.,
P.A.
WRITER'S DIRECT NO.
(501) 370-1517
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Referring to the Application-Declaration on Form U-1, as
amended (File No. 70-8723)(hereinafter referred to as the
"Application-Declaration"), filed with the Securities and
Exchange Commission ("Commission") under the Public Utility
Holding Company Act of 1935, as amended (the "Act"), by Arkansas
Power & Light Company ("Company") contemplating, among other
things, the issuance and sale by the Company, through one or more
newly-organized special purpose subsidiaries of the Company, of
one or more series of preferred securities of such subsidiary
having a stated liquidation preference ("Entity Interests") in an
aggregate amount not to exceed $200,000,000, where the issuance
shall involve the issuance of one or more series of the Company's
junior subordinated debentures ("Entity Subordinated Debentures")
under an Entity Subordinated Debenture Indenture to such special
purpose subsidiary, each series of such Entity Subordinated
Debentures in an amount not to exceed the amount of the
respective series of Entity Interests plus an equity contribution
by the Company, and where the payment of distributions and
amounts due upon liquidation of such special purpose subsidiary
or redemption of the Entity Interests may be guaranteed by the
Company, all as more fully described in said Application-
Declaration, we advise as follows:
1. The Company is a corporation validly organized and
existing under the laws of the State of Arkansas.
2. All action necessary to make valid the
participation by the Company in the proposed
transactions described above will have been taken when:
(a) the Application-Declaration shall have
been granted and permitted to become effective in
accordance with the applicable provisions of the
Act;
(b) appropriate final action shall have been
taken by the Board of Directors and/or an
Authorized Officer of the Company with respect to
the proposed transactions;
(c) the Entity Subordinated Debenture
Indenture and each of the other agreements
referred to in the Application-Declaration related
to said proposed transactions shall have been duly
executed and delivered by each of the proposed
parties thereto; and
(d) the Entity Subordinated Debentures shall
have been appropriately issued and delivered for
the consideration contemplated.
3. When the foregoing steps shall have been taken and
in the event said proposed transactions are otherwise
consummated (i) in accordance with the Application-
Declaration and the related order or orders of the
Commission, (ii) within the limits specified in the
Company's Amended and Restated Articles of
Incorporation, as amended, and (iii) in accordance with
appropriate resolutions of the Board of Directors of
the Company and certificates of Authorized Officer(s)
of the Company:
(a) all state laws which relate or are
applicable to the participation by the Company in
the proposed transactions described above (other
than so-called "blue-sky" laws or similar laws,
upon which we do not pass herein) will have been
complied with;
(b) the Entity Subordinated Debentures will
be valid and binding obligations of the Company in
accordance with their terms, except as limited by
bankruptcy, insolvency, reorganization or other
similar laws affecting enforcement of creditors'
rights; and
(c) the consummation of the proposed
transactions by the Company will not violate the
legal rights of the holders of any securities
issued by the Company or any associate company
thereof.
We are members of the Arkansas Bar and do not hold ourselves
out as experts on the laws of any other state. In giving this
opinion, we have relied, as to all matters governed by the laws
of the State of New York, upon an opinion of even date herewith
addressed to you by Reid & Priest LLP, which is to be filed as an
exhibit to the Application-Declaration.
We hereby consent to the use of this opinion as an exhibit
to the Application-Declaration.
Very truly yours,
FRIDAY, ELDREDGE & CLARK
Exhibit F-2
New York, New York
November 17, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Referring to the Application-Declaration on Form
U-1, as amended (File No. 70-8723) (hereinafter referred to
as the "Application-Declaration"), filed with the
Securities and Exchange Commission ("Commission") under the
Public Utility Holding Company Act of 1935, as amended (the
"Act"), by Arkansas Power & Light Company ("Company")
contemplating, among other things, the issuance and sale by
the Company, through one or more newly-organized special
purpose subsidiaries of the Company, of one or more series
of preferred securities of such subsidiary having a stated
liquidation preference ("Entity Interests") in an aggregate
amount not to exceed $200,000,000, where the issuance shall
involve the issuance of one or more series of the Company's
junior subordinated debentures ("Entity Subordinated
Debentures") under an Entity Subordinated Debenture
Indenture to such special purpose subsidiary, each series
of such Entity Subordinated Debentures in an amount not to
exceed the amount of the respective series of Entity
Interests plus an equity contribution by the Company, and
where the payment of distributions and amounts due upon
liquidation of such special purpose subsidiary or
redemption of the Entity Interests may be guaranteed by the
Company, all as more fully described in said Application-
Declaration, we advise as follows:
I. The Company is a corporation validly organized
and existing under the laws of the State of Arkansas.
1. All action necessary to make valid the
participation by the Company in the proposed transactions
described above will have been taken when:
(a) the Application-Declaration shall have been
granted and permitted to become effective in accordance
with the applicable provisions of the Act;
(b) appropriate final action shall have been taken
by the Board of Directors and/or an Authorized Officer of
the Company with respect to the proposed transactions;
(c) the Entity Subordinated Debenture Indenture
and each of the other agreements referred to in the
Application-Declaration related to said proposed
transactions shall have been duly executed and delivered by
each of the proposed parties thereto; and
(d) the Entity Subordinated Debentures shall have
been appropriately issued and delivered for the
consideration contemplated.
2. When the foregoing steps shall have been taken
and in the event said proposed transactions are otherwise
consummated (i) in accordance with the Application-
Declaration and the related order or orders of the
Commission, (ii) within the limits specified in the
Company's Amended and Restated Articles of Incorporation,
as amended and (iii) in accordance with appropriate
resolutions of the Board of Directors of the Company and
certificates of Authorized Officer(s) of the Company:
(a) all state laws which relate or are applicable
to the participation by the Company in the proposed
transactions described above (other than so-called "blue-
sky" laws or similar laws, upon which we do not pass
herein) will have been complied with;
(b) the Entity Subordinated Debentures will be
valid and binding obligations of the Company in accordance
with their terms, except as limited by bankruptcy,
insolvency, reorganization or other similar laws affecting
enforcement of creditors' rights; and
(c) the consummation of the proposed transactions
by the Company will not violate the legal rights of the
holders of any securities issued by the Company or any
associate company thereof.
We are members of the New York Bar and do not hold
ourselves out as experts on the laws of any other state.
In giving this opinion, we have relied, as to all matters
governed by the laws of the State of Arkansas, upon an
opinion of even date herewith addressed to you by Friday,
Eldredge & Clark, which is to be filed as an exhibit to the
Application-Declaration.
We hereby consent to the use of this opinion as an
exhibit to the Application-Declaration.
Very truly yours,
/s/ Reid & Priest LLP
REID & PRIEST LLP
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 001
<NAME> ARKANSAS POWER AND LIGHT COMPANY
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1995
<PERIOD-END> SEP-30-1995 SEP-30-1995
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 2,864,608 2,684,608
<OTHER-PROPERTY-AND-INVEST> 176,534 176,534
<TOTAL-CURRENT-ASSETS> 640,292 537,223
<TOTAL-DEFERRED-CHARGES> 628,165 636,225
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 4,309,599 4,314,590
<COMMON> 470 470
<CAPITAL-SURPLUS-PAID-IN> 590,844 526,069
<RETAINED-EARNINGS> 528,450 529,848
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,119,764 1,056,387
51,527 51,527
176,350 244,718
<LONG-TERM-DEBT-NET> 1,281,030 1,281,030
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 667 667
<LONG-TERM-DEBT-CURRENT-PORT> 27,425 27,425
0 0
<CAPITAL-LEASE-OBLIGATIONS> 102,937 102,937
<LEASES-CURRENT> 56,971 56,971
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,492,928 1,492,928
<TOT-CAPITALIZATION-AND-LIAB> 4,309,599 4,309,599
<GROSS-OPERATING-REVENUE> 1,616,188 1,616,188
<INCOME-TAX-EXPENSE> 19,627 19,627
<OTHER-OPERATING-EXPENSES> 1,367,501 1,361,201
<TOTAL-OPERATING-EXPENSES> 1,387,128 1,380,828
<OPERATING-INCOME-LOSS> 229,060 235,360
<OTHER-INCOME-NET> 52,524 52,524
<INCOME-BEFORE-INTEREST-EXPEN> 281,587 287,884
<TOTAL-INTEREST-EXPENSE> 110,234 126,294
<NET-INCOME> 171,353 161,590
18,362 7,204
<EARNINGS-AVAILABLE-FOR-COMM> 152,988 154,386
<COMMON-STOCK-DIVIDENDS> 88,600 88,600
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
<TABLE>
<CAPTION>
ARKANSAS POWER & LIGHT COMPANY
PRO FORMA BALANCE SHEET
September 30, 1995
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
-------------------------------------------------------
Before In Present After
ASSETS Transaction Filing Transaction
----------------- ----------------- -----------------
(In thousands)
Utility Plant:
Electric $4,421,730 $4,421,730
Property under capital leases 52,802 52,802
Construction work in progress 106,354 106,354
Nuclear fuel under capital lease 107,117 107,117
----------------- ----------------- -----------------
Total 4,688,003 4,688,003
Less - accumulated depreciation and amortization 1,823,395 1,823,395
----------------- ----------------- -----------------
Utility plant - net 2,864,608 2,864,608
----------------- ----------------- -----------------
Other Property and Investments:
Investment in subsidiary companies - at equity 11,215 11,215
Decommissioning trust fund 157,741 157,741
Other - at cost (less accumulated depreciation) 7,578 7,578
----------------- ----------------- -----------------
Total 176,534 176,534
----------------- ----------------- -----------------
Current Assets:
Cash and cash equivalents:
Cash 10,724 ($3,069) 7,655
Temporary cash investments - at cost,
which approximates market:
Associated companies 11,051 11,051
Other 62,018 62,018
----------------- ----------------- -----------------
Total cash and cash equivalents 83,793 (3,069) 80,724
Accounts receivable:
Customer (less allowance for doubtful accounts
of $2.0 million in 1995) 106,652 106,652
Associated companies 36,785 36,785
Other 7,605 7,605
Accrued unbilled revenues 108,785 108,785
Fuel inventory - at average cost 67,085 67,085
Materials and supplies - at average cost 76,527 76,527
Rate deferrals 127,133 127,133
Deferred excess capacity 9,978 9,978
Prepayments and other 15,949 15,949
----------------- ----------------- -----------------
Total 640,292 (3,069) 637,223
----------------- ----------------- -----------------
Deferred Debits and Other Assets:
Regulatory Assets:
Rate deferrals 261,652 261,652
Deferred excess capacity 10,097 10,097
SFAS 109 regulatory asset - net 222,501 222,501
Unamortized loss on reacquired debt 54,846 54,846
Other regulatory assets 45,106 45,106
Other 33,963 8,060 42,023
----------------- ----------------- -----------------
Total 628,165 8,060 636,225
----------------- ----------------- -----------------
TOTAL $4,309,599 $4,991 $4,314,590
================= ================= =================
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ARKANSAS POWER & LIGHT COMPANY
PRO FORMA BALANCE SHEET
September 30, 1995
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
-------------------------------------------------------
Before In Present After
CAPITALIZATION AND LIABILITIES Transactions Filing Transactions
----------------- ----------------- -----------------
(In thousands)
Capitalization:
Common stock, $0.01 par value, authorized
325,000,000 shares; issued and outstanding
46,980,196 shares in 1995 $470 $470
Paid-in capital 590,844 ($64,775) 526,069
Retained earnings 528,450 1,398 529,848
----------------- ----------------- -----------------
Total common shareholder's equity 1,119,764 (63,377) 1,056,387
Preferred stock:
Without sinking fund 176,350 (131,632) 44,718
With sinking fund 51,527 51,527
Minority Interest in Preferred Securities of Subsidiar 200,000 200,000
Long-term debt 1,281,030 1,281,030
----------------- ----------------- -----------------
Total 2,628,671 4,991 2,633,662
----------------- ----------------- -----------------
Other Noncurrent Liabilities:
Obligations under capital leases 102,937 102,937
Other 72,658 72,658
----------------- ----------------- -----------------
Total 175,595 175,595
----------------- ----------------- -----------------
Current Liabilities:
Currently maturing long-term debt 27,425 27,425
Notes payable 667 667
Accounts payable:
Associated companies 43,993 43,993
Other 97,306 97,306
Customer deposits 18,237 18,237
Taxes accrued 96,386 96,386
Accumulated deferred income taxes 34,249 34,249
Interest accrued 31,317 31,317
Dividends declared 4,512 4,512
Co-owner advances 37,944 37,944
Deferred fuel cost 14,732 14,732
Nuclear refueling reserve 34,416 34,416
Obligations under capital leases 56,971 56,971
Other 28,439 28,439
----------------- ----------------- -----------------
Total 526,594 526,594
----------------- ----------------- -----------------
Deferred Credits:
Accumulated deferred income taxes 812,727 812,727
Accumulated deferred investment tax credits 114,253 114,253
Other 51,759 51,759
----------------- ----------------- -----------------
Total 978,739 978,739
----------------- ----------------- -----------------
Commitments and Contingencies
TOTAL $4,309,599 $4,991 $4,314,590
================= ================= =================
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ARKANSAS POWER & LIGHT COMPANY
PRO FORMA STATEMENT OF INCOME
For the Twelve Months Ended September 30, 1995
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
-------------------------------------------------------
Before In Present After
Transactions Filing Transactions
----------------- ----------------- -----------------
(In thousands)
Operating Revenues $1,616,188 $1,616,188
----------------- ----------------- -----------------
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses 239,442 239,442
Purchased power 330,170 330,170
Nuclear refueling outage expenses 30,368 30,368
Other operation and maintenance 373,685 373,685
Depreciation and decommissioning 160,506 160,506
Taxes other than income taxes 36,667 36,667
Income taxes 23,983 ($6,300) 17,683
Amortization of rate deferrals 172,680 172,680
----------------- ----------------- -----------------
Total 1,367,501 (6,300) 1,361,201
----------------- ----------------- -----------------
Operating Income 248,687 6,300 254,987
----------------- ----------------- -----------------
Other Income (Deductions):
Allowance for equity funds used
during construction 3,433 3,433
Miscellaneous - net 49,091 49,091
Income taxes (19,627) (19,627)
----------------- ----------------- -----------------
Total 32,897 32,897
----------------- ----------------- -----------------
Interest Charges:
Interest on long-term debt 110,269 110,269
Other interest - net 2,727 2,727
Allowance for borrowed funds used
during construction (2,762) (2,762)
Dividends on preferred securities of subsidiary 16,060 16,060
----------------- ----------------- -----------------
Total 110,234 16,060 126,294
----------------- ----------------- -----------------
Net Income 171,350 (9,760) 161,590
----------------- ----------------- -----------------
Preferred Stock Dividend Requirements
and Other 18,362 (11,158) 7,204
----------------- ----------------- -----------------
Earnings Applicable to Common Stock $152,988 $1,398 $154,386
================= ================= =================
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ARKANSAS POWER & LIGHT COMPANY
PRO FORMA STATEMENT OF RETAINED EARNINGS
For the Twelve Months Ended September 30, 1995
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
-------------------------------------------------------
Before In Present After
Transactions Filing Transactions
----------------- ----------------- -----------------
(In thousands)
Retained Earnings, October 1 $464,062 $464,062
Add:
Net income 171,350 ($9,760) 161,590
----------------- ----------------- -----------------
Total 635,412 (9,760) 625,652
Deduct: ----------------- ----------------- -----------------
Dividends declared:
Preferred stock 18,362 (16,619) 1,743
Common stock 88,600 88,600
Reductions due to retirement of capital stock 5,461 5,461
----------------- ----------------- -----------------
Total 106,962 (11,158) 95,804
----------------- ----------------- -----------------
Retained Earnings, September 30 $528,450 $1,398 $529,848
================= ================= =================
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Arkansas Power & Light Company
Adjustments to Reflect Transactions Proposed in Present Filing
At September 30, 1995
Entry No. 1
<S> <C> <C>
Cash 191,940,000
Unamortized expense on issuance of MIPS 8,060,000
Minority Interest in Preferred Securities of Subsidiary 200,000,000
To record issuance of MIPS and related issuance costs from time to time through
December 31, 2000 by the Issuing Entity.
Entry No. 2
Dividends on Preferred Securities on Subsidiary 16,060,000
Cash 16,060,000
To record annual dividends paid on MIPS by the Issuing Entity (averaging
approximately 8%).
Entry No. 3
Preferred Stock 131,632,000
Additional Paid-In Capital 64,368,000
Additional Paid-In Capital 407,000
Preferred Stock Dividend Requirements and Other 5,461,000
Cash 201,868,000
Proceeds from MIPS to be used for general corporate purposes as defined in
Section B (25). For demonstration purposes, proceeds used to redeem various
issues of preferred stock.
Entry No. 4
Cash 16,619,000
Preferred Stock Dividend Requirements and Other 16,619,000
To record decrease in dividend payments related to redemption of preferred stock.
Entry No. 5
Cash 6,300,000
Income Taxes 6,300,000
To reflect decrease in provision for federal and state income taxes attributable
to issuance of MIPS by the Issuing Entity.
</TABLE>
