As filed with the Securities and Exchange Commission on June 9, 2000.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_____________________________
ENTERGY ARKANSAS, INC.
(Exact name of registrant as specified in charter)
State of Arkansas 71-0005900
(State or other (I.R.S. Employer
jurisdiction Identification Number)
of incorporation or
organization)
425 West Capital Avenue
Little Rock, Arkansas 72201
(501)-377-4000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Hugh T. McDonald Steven C. McNeal
President and Chief Vice President and Treasurer
Executive Officer Entergy Louisiana, Inc.
Entergy Arkansas, Inc. 639 Loyola Avenue
P.O. Box 551 New Orleans, Louisiana 70113
Little Rock, Arkansas 72203 (504) 576-4363
(501) 377-5000
Ann G. Roy, Esq. Paul B. Benham, III Esq.
Entergy Services, Inc. Friday, Eldredge & Clark
639 Loyola Avenue 2000 Regions Center
New Orleans, Louisiana 70113 400 West Capitol Avenue
(504) 576-5841 Little Rock, Arkansas 72201
(501) 376-2011
(Names, addresses, including zip codes, and telephone numbers,
including area codes, of agents for service)
________________________________
Approximate date of commencement of proposed sale to the public: From
time to time after this registration statement becomes effective when
warranted by market conditions and other factors.
________________________________
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in
connection with dividend or reinvestment plans, check the following
box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. [ ] _______________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] ,
If delivery of the prospectus is expected to be made pursuant to
Rule 434, check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Each Class of Amount to be Maximum Maximum Amount of
Securities to be Registered Offering Aggregate Registration
Registered Price Offering Fee
Per Unit* Price*
<S> <C> <C> <C> <C>
First Mortgage Bonds..
Debt Securities......
Total $300,000,000 100% $300,000,000 $79,200
</TABLE>
* Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(o) under the Securities Act of 1933.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states
that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until
this Registration Statement shall become effective on such date as
the Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.
<PAGE>
Subject to completion
Dated June 9, 2000 PROSPECTUS
$300,000,000
First Mortgage Bonds
Debt Securities
ENTERGY ARKANSAS, INC.
425 West Capital Avenue
Little Rock, Arkansas 72201
(501) 377-4000
Entergy Arkansas -
- May periodically offer its First Mortgage Bonds
and/or its Debt Securities in one or more series; and
- Will determine the price and other terms of each
series of securities when sold, including whether any
series will be subject to redemption prior to
maturity.
The First Mortgage Bonds -
- Will be secured by a mortgage that constitutes a
first mortgage lien on substantially all of our
property.
The Debt Securities -
- Will be unsecured and will rank equally with all
of our other unsecured and unsubordinated debt; and
- Will be effectively subordinated to all of our
secured debt, including our First Mortgage Bonds.
Securityholders -
- Will receive interest payments in the amounts
and on the dates specified in an accompanying
prospectus supplement.
This prospectus may be used to offer and sell series of securities only
if accompanied by the prospectus supplement for that series. Entergy
Arkansas will provide the specific terms of these securities, including
their offering prices, interest rates and maturities, in supplements to
this prospectus. The supplements may also add, update or change
information in this prospectus. You should read this prospectus and
any supplements carefully before you invest.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
<PAGE>
Table of Contents
About this Prospectus 2
Entergy Arkansas, Inc. 2
Ratios of Earnings to Fixed Charges 2
Where You Can Find More Information 3
Use of Proceeds 4
Description of the First Mortgage Bonds 4
General 4
Terms of Specific Series of First Mortgage Bonds 4
Maintenance and Replacement Fund 5
Sinking or Improvement Fund 5
Redemption and Retirement 5
Security 6
Issuance of Additional First Mortgage Bonds 7
Release and Substitution of Property 8
Dividend Covenant 8
Modification 9
Defaults 9
Description of Debt Securities 10
General 10
Terms of Specific Series of the Debt Securities 10
Payment and Paying Agents 12
Registration and Transfer 12
Satisfaction and Discharge 12
Consolidation, Merger and Sale of Assets 13
Events of Default 13
Remedies 13
Modification and Waiver 15
Resignation of Trustee 17
Notices 17
Title 18
Governing Law 18
Book-Entry Only Securities 18
Experts and Legality 20
Plan of Distribution 20
Methods and Terms of Sale 20
Underwriters 21
Stabilizing Transactions 21
Agents 21
Related Transactions 22
Indemnification 22
<PAGE>
About this Prospectus
This prospectus is part of a registration statement that we
filed with the Securities and Exchange Commission, or SEC,
utilizing a "shelf" registration process. Under this shelf
process, we may sell the securities described in this prospectus
in one or more offerings up to a total dollar amount of
$300,000,000. This prospectus provides a general description of
the securities being offered. Each time we sell a series of
securities we will provide a prospectus supplement containing
specific information about the terms of that series of securities
and the related offering. It is important for you to consider
the information contained in this prospectus and the related
prospectus supplement together with additional information
described under the heading "Where You Can Find More Information"
in making your investment decision.
Entergy Arkansas, Inc.
Entergy Arkansas, Inc. is an electric public utility company
providing service to customers in the State of Arkansas since
1926. We also provide retail electric service to a small number
of customers in Missouri and Tennessee.
We are owned by Entergy Corporation, which is a registered
public utility holding company registered under the Public
Utility Holding Company Act of 1935. The other major public
utilities owned by Entergy Corporation are Entergy Gulf States,
Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc. and
Entergy New Orleans, Inc. Entergy Corporation also owns all of
the common stock of System Energy Resources, Inc., the principal
asset of which is the Grand Gulf Electric Generating Station.
Capacity and energy from Grand Gulf is allocated among
Entergy Arkansas, Inc., Entergy Louisiana, Inc., Entergy
Mississippi, Inc. and Entergy New Orleans, Inc. under a unit
power sales agreement. Our allocated share of Grand Gulf's
capacity and energy, together with related costs is 36%.
Payments we make under the unit power sales agreement are
generally recovered through rates set by the Arkansas Public
Service Commission, the Missouri Public Services Commission and
the Tennessee Public Service Commission which regulate our
electric service, rates and charges.
Together with Entergy Louisiana, Inc., Entergy Mississippi,
Inc., and Entergy New Orleans, Inc., we own all of the capital
stock of System Fuels, Inc. System Fuels, Inc. is a special
purpose company which implements and maintains certain programs
for the purchase, delivery and storage of fuel supplies for
Entergy Corporation's utility subsidiaries.
The information above is only a summary and is not complete.
You should read the incorporated documents listed under the
caption "Where You Can Find More Information" for more specific
information concerning our business and affairs, including
significant contingencies, our general capital requirements, our
financing plans and capabilities, and pending legal and
regulatory proceedings, including the status of industry
restructuring in our service areas.
Ratios of Earnings to Fixed Charges
We have calculated the ratio of earnings to fixed charges
pursuant to Item 503 of SEC Regulation S-K as follows:
12 Months
Ended Years Ended
March 31, December 31,
2000 1999 1998 1997 1996
2.48 2.08 2.63 2.54 2.93
"Earnings," as defined by Regulation S-K, represent the
aggregate of (1) income before the cumulative effect of an
accounting change, (2) taxes based on income, (3) investment tax
credit adjustments-net and (4) fixed charges.
"Fixed Charges" include interest (whether expensed or
capitalized), related amortization and estimated interest
applicable to rentals charged to operating expenses.
Where You Can Find More Information
We are required to file annual, quarterly and current
reports, proxy statements and other information with the SEC.
Our filings are available to the public on the Internet at the
SEC's home page located at (http://www.sec.gov) or you may read
and copy any document at the SEC Public Reference Rooms located
at:
450 Fifth Street, N.W.
Room 1024
Washington, D.C. 20549-1004
CitiCorp Center
500 W. Madison Street
Suite 1400
Chicago, Illinois 60661
7 World Trade Center
13th Floor
New York, New York 10048.
Call the SEC at 1-800-732-0330 for more information about the
public reference rooms and how to request documents.
The SEC allows us to "incorporate by reference" the
information filed by us with the SEC, which means we can refer
you to important information without restating it in this
prospectus. The information incorporated by reference is an
important part of this prospectus, and information that we file
later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed
below, all documents that we file with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
after the date of the initial registration statement to which
this prospectus relates and prior to the effectiveness of the
registration statement along with any future filings that we make
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until we have sold all of the
securities described in this prospectus:
1. Annual Report on Form 10-K for the year ended December 31,
1999;
2. Form 10Q for the quarter ended March 31, 2000
You may access a copy of any or all of these filings, free
of charge, at our web site (http://www.entergy.com) or by writing
or telephoning us at the following address:
Mr. Christopher T. Screen
Assistant Secretary
Entergy Arkansas, Inc.
P. O. Box 61000
New Orleans, Louisiana 70161
(504) 576-4212
You may also direct your requests via e-mail to
[email protected].
You should rely only on the information incorporated by
reference or provided in this prospectus or any prospectus
supplement. We have not, and any underwriters, dealers or agents
have not, authorized anyone else to provide you with different
information about us or the securities. We are not, and any
underwriters, dealers or agents are not, making an offer of the
securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus or any
prospectus supplement is accurate as of any other date than the
date on the front of those documents or that the documents
incorporated by reference in this prospectus are accurate as of
any date other than the date those documents were filed with the
SEC.
Use of Proceeds
The net proceeds from the offering of the securities will be
used either (a) to acquire or redeem one or more series of our
outstanding securities on their stated due dates or in some cases
prior to their stated due dates or (b) for other general
corporate purposes. The specific securities, if any, to be
acquired or redeemed with the proceeds of a particular series of
securities will be set forth in the prospectus supplement
relating to that series.
Description of the First Mortgage Bonds
General
We will issue the First Mortgage Bonds offered by this
prospectus from time to time in one or more series under one or
more separate supplemental indentures to the Mortgage and Deed of
Trust dated as of October 1, 1944, with Bankers Trust Company,
successor Corporate Trustee, as Corporate Trustee, Stanley Burg,
successor Trustee and, as to property in Missouri,
BNY Trust Company of Missouri, successor Trustee, and together
referred to in this prospectus as Trustees. This Mortgage and
Deed of Trust, as amended and supplemented, is referred to in
this prospectus as the "Mortgage". All First Mortgage Bonds
issued or to be issued under the Mortgage, including the First
Mortgage Bonds offered by this prospectus, are referred to herein
as "First Mortgage Bonds."
The statements in this prospectus and any accompanying
prospectus supplement concerning the First Mortgage Bonds and the
Mortgage are not comprehensive and are subject to the detailed
provisions of the Mortgage. The Mortgage and a form of
supplemental indenture are filed as exhibits to the registration
statement. You should read these documents for provisions that
may be important to you. The Mortgage has been qualified under
the Trust Indenture Act of 1939. You should refer to the Trust
Indenture Act for provisions that apply to the First Mortgage
Bonds. Wherever particular provisions or defined terms in the
Mortgage are referred to under the "Description of the First
Mortgage Bonds" those provisions or defined terms are
incorporated by reference in the prospectus.
Terms of Specific Series of the First Mortgage Bonds
A prospectus supplement relating to each series of First
Mortgage Bonds offered by this prospectus will include a
description of the specific terms relating to the offering of
that series. These terms will include any of the following terms
that apply to that series:
(1) the designation, or name, of the series of First Mortgage
Bonds;
(2) the aggregate principal amount of the series;
(3) the offering price of the series;
(4) the date on which the series will mature;
(5) the rate or method for determining the rate at which the
series will bear interest;
(6) the date from which interest on the series accrues;
(7) the dates on which interest on the series will be payable;
(8) the prices and other terms and conditions, if any, upon
which we may redeem the series prior to maturity;
(9) the applicability of the dividend covenant described below
to the series;
(10) the terms of any insurance policy, if any, that will be
provided for the payment of principal of and/or interest
on the series; and
(11) any other terms or provisions relating to that series that
are not inconsistent with the Mortgage.
As of March 31, 2000, we had $815 million of First Mortgage
Bonds outstanding.
Maintenance and Replacement Fund
In addition to actual expenditures for maintenance and
repairs, as long as any series of First Mortgage Bonds are
outstanding created prior to March 1, 1996, the Mortgage requires
us to expend or deposit each year an amount equal to $5,800,000
plus 2% of net additions to the mortgaged electric, gas, steam
and/or hot water utility property made after September 30, 1959
and prior to the beginning of that year. These funds are for
replacements and improvements on electric, gas, steam and/or hot
water utility property and certain automotive equipment subject
to the lien of the Mortgage. We can meet this requirement by:
(1) depositing cash;
(2) certifying gross property additions; or
(3) certifying net cash expenditures for certain automotive
equipment.
We may withdraw the cash against gross property additions or by
waiving our right to issue First Mortgage Bonds on the basis of
retired bond credits.
Sinking or Improvement Fund
The Mortgage also provides that each series of First
Mortgage Bonds may be subject to annual sinking or improvement
fund payments. This amount is stated as 1% per year of the
greatest amount for each of these series outstanding prior to the
beginning of the year, less certain retired First Mortgage Bonds.
Any series of First Mortgage Bonds that we issue under this
prospectus will not be entitled to these sinking or improvement
fund requirements.
Redemption and Retirement
General
The prospectus supplement for a particular series of First
Mortgage Bonds offered by this prospectus will contain the prices
and other terms and conditions, if any, for redemption of that
series prior to maturity.
Special Retirement Provisions
If, during any 12-month period, we dispose of mortgaged
property by order of or to any governmental authority, resulting
in the receipt of $10,000,000 or more as proceeds, we, subject to
certain conditions, must apply such proceeds, less certain
deductions, to the retirement of outstanding First Mortgage
Bonds. If this occurs, we may redeem the outstanding First
Mortgage Bonds of any series that are redeemable before maturity
by the application of cash deposited for this purpose at the
redemption prices applicable to those First Mortgage Bonds. If
any series of First Mortgage Bonds offered by this prospectus
will be redeemable for this purpose, the special redemption
prices applicable to that series will be set forth in the
prospectus supplement related to that series.
We have reserved the right to amend the Mortgage without any
consent or other action of the holders of any series of First
Mortgage Bonds created after February 29, 1996, to provide that
the specific retirement provisions can be modified by a majority
of the holders of First Mortgage Bonds or if all the holders of
First Mortgage Bonds are not affected by the change, then by a
majority of each series affected.
Security
The First Mortgage Bonds offered by this prospectus,
together with all other First Mortgage Bonds outstanding now or
in the future under the Mortgage, will be secured by the
Mortgage. In the opinion of our counsel, the Mortgage
constitutes a first mortgage lien on substantially all of our
property subject to:
(1) leases of minor portions of our property to others for uses
which, in the opinion of our counsel, do not interfere with our
business;
(2) leases of certain of our property that we do not use in our
business; and
(3) excepted encumbrances.
The Mortgage does not create a lien on the following
"excepted property":
(1) cash and securities;
(2) certain equipment, materials and supplies;
(3) automobiles and other vehicles and aircraft, timber,
minerals, mineral rights and royalties;
(4) receivables, contracts, leases and operating agreements and;
(5) certain unimproved lands sold or to be sold.
The Mortgage contains provisions that impose a lien of the
Mortgage on property that we acquired after the date of the
Mortgage, other than the excepted property, subject to pre-
existing liens. However, if we consolidate or merge with, or
sell substantially all of our assets to, another corporation, the
lien created by the Mortgage will generally not cover the
property of the successor company, other than the property it
acquires from us and improvements, replacements and additions to
that property.
The Mortgage also provides that the Trustees have a lien on
the mortgaged property to ensure the payment of their reasonable
compensation, expenses and disbursements and for indemnity
against certain liabilities. This lien takes priority over the
lien securing the First Mortgage Bonds.
The Mortgage also contains restrictions on the acquisition
of property subject to liens and on the issuance of bonds under
divisional or prior lien mortgages.
Issuance of Additional First Mortgage Bonds
The maximum principal amount of First Mortgage Bonds that
may be issued under the Mortgage is unlimited. First Mortgage
Bonds of any series may be issued from time to time on the
following bases:
(1) 60% of the cost or fair value, whichever is less, of
unfunded property additions after adjustments to offset
retirements;
(2) retirements of First Mortgage Bonds or qualified lien
bonds; or
(3) deposit of cash with the Trustees.
Property additions generally include, among other things,
electric, gas, steam or hot water property acquired after June
30, 1944. Securities, automobiles or other vehicles or aircraft,
or property used principally for the production or gathering of
natural gas may not be included as property additions.
As of March 31, 2000, we could have issued approximately
$335 million of additional First Mortgage Bonds on the basis of
property additions and $495 million on the basis of retired First
Mortgage Bonds. We expect to issue the First Mortgage Bonds
offered by this prospectus on the basis of property additions or
on the basis of retired First Mortgage Bonds.
When First Mortgage Bonds are issued on the basis of
property additions as described in clause (1) above, cash as
described in clause (3) above or, with certain exceptions,
retired First Mortgage Bonds as described in clause (2) above,
the issuance must meet an "earnings" test. The adjusted net
earnings, before interest and income taxes, for 12 consecutive
months of the preceding 15 months must be at least twice the
annual interest requirements on all First Mortgage Bonds
outstanding at the time, plus the First Mortgage Bonds to be
issued, plus all indebtedness, if any, of prior rank. The
adjusted net earnings are calculated after provisions are made
for retirement and depreciation of property at least equal to the
maintenance and replacement fund requirements for that period.
We have reserved the right to amend the Mortgage without the
consent or other action of any holders created after February 29,
1996, and the provisions discussed in the foregoing paragraphs
describing the issuance of First Mortgage Bonds on the basis of
property additions as follows:
(1) to permit the issuance of First Mortgage Bonds on the basis
of 80% of the cost or fair value, whichever is less, of unfunded
property additions after adjustments to offset retirements; and
(2) to modify the net earnings test
(a) to provide that the period over which we will calculate net
earnings will be 12 consecutive months of the preceding 18
months;
(b) to specifically permit the inclusion in net earnings of
revenues collected subject to possible refund and allowances for
funds used during construction; and
(c) to provide for no deduction for non-recurring charges.
We have also reserved the right to amend the Mortgage
without any consent or other action of the holders of any First
Mortgage Bonds created after June 30, 1978 to make any form of
space satellites including solar power satellites, space stations
and other analogous facilities available as property additions.
In the event that we are involved in a highly leveraged
transaction, the Mortgage contains no provisions that give
protection to bondholders. However, such a transaction would
required the approval of the various regulatory authorities and
we doubt that such approvals would be given in a highly leveraged
situation.
Release and Substitution of Property
We may release property from the lien of the Mortgage,
without applying an earnings test, on the following bases:
(1) the deposit of cash or, to a limited extent, purchase money
mortgages;
(2) property additions, after adjustments in certain cases to
offset retirements and after making adjustments for qualified
lien bonds, if any, outstanding against property additions; and
(3) a waiver of the right to issue First Mortgage Bonds on the
basis of retired bond credits.
We can withdraw cash upon the bases stated in clause (2) and (3)
above without applying any earnings test.
The Mortgage also contains special provisions with respect
to qualified lien bonds pledged and the disposition of moneys
received on pledged prior lien bonds.
We have reserved the right to amend the Mortgage without the
consent or other action of the holders of any of the First
Mortgage Bonds created after February 29, 1996 to permit release
or substitution of property from the lien of the Mortgage on the
following basis:
(1) mortgaged property may be released in an amount equal to the
principal amount of all the retired First Mortgage Bonds we
elected to use for the release times the bonding ratio in effect
at the time the First Mortgage Bonds were issued;
(2) unfunded property may be released so long as we have at
least $1 in unfunded property additions;
(3) existing limitations on the amount of obligations secured by
purchase money mortgages upon property released will be
eliminated such that the property can be released;
(4) transfer of all or substantially all of the property subject
to the Mortgage by us is permitted provided the successor
corporation assumes all our obligations under the mortgage and we
are released from the Mortgage; and
(5) "Funded Property" shall mean property specified by us with a
fair value determined by an independent expert not less than 10/8
of the sum of the amount of the outstanding First Mortgage Bonds
and retired bond credits.
Dividend Covenant
We may covenant that, so long as a particular series of
First Mortgage Bonds remains outstanding, we will not pay any
cash dividends on common stock after a selected date close to the
date of the original issuance of that series of First Mortgage
Bonds, other than certain dividends that we may declare prior to
this date, except out of credits to earned surplus after this
selected date plus an amount not to exceed $350 million and plus
any additional amounts that the SEC may approve. The prospectus
supplement relating to a particular series of First Mortgage
Bonds will state if this covenant will apply to that series.
Modification
Your rights as a bondholder may be modified with the consent
of the holders of 66 2/3% of the outstanding First Mortgage
Bonds, and, if less than all series of First Mortgage Bonds are
affected, the consent also of holders of 66 2/3% of the
outstanding First Mortgage Bonds of each series affected. In
general, no modification of the terms
(1) of payment of principal or interest;
(2) obligations for special retirement due to the order of a
governmental authority;
(3) affecting the lien of the Mortgage; or
(4) reducing the percentage required for modification,
is effective against any bondholder without that bondholder's
consent.
We have reserved the right to amend the Mortgage without the
consent or action of any of the holders of First Mortgage Bonds
created after February 29, 1996.
(1) to reduce the percentage vote required to modify certain
rights of the holders of the First Mortgage Bonds to a majority
of the holders of all outstanding First Mortgage Bonds;
(2) to provide that if a proposed change affects less than all
series of outstanding First Mortgage Bonds then only the consent
of a majority of the First Mortgage Bonds of each series affected
is required to make this change; and
(3) to permit us to amend the Mortgage without the consent of
the holders of First Mortgage Bonds to make changes which do not
adversely affect the interests of the holders in any material
respect.
Defaults
Defaults under the Mortgage include:
(1) default in the payment of principal;
(2) default for 60 days in the payment of interest or
installments of funds for the retirement of First Mortgage Bonds;
(3) certain events of bankruptcy, insolvency or reorganization;
(4) defaults with respect to qualified lien bonds; and
(5) default in other covenants for 90 days after notice.
The Trustees may withhold notice of default, except in
payment of principal, interest or funds for retirement of First
Mortgage Bonds, if they determine it is in your best interests.
The Corporate Trustee or the holders of 25% of the First
Mortgage Bonds may declare the principal and interest due and
payable on default. However, a majority of the holders may annul
such declaration if the default has been cured. No holder of
First Mortgage Bonds may enforce the lien of the Mortgage without
giving the Trustees written notice of a default and unless
(1) the holders of 25% of the First Mortgage Bonds have
requested the Trustees in writing to act and offered them
reasonable opportunity to act and indemnity satisfactory to them
against the costs, expenses and liabilities to be incurred
thereby; and
(2) the Trustees shall have failed to act.
The holders of a majority of the First Mortgage Bonds may direct
the time, method and place of conducting any proceedings for any
remedy available to the Trustees or exercising any trust or power
conferred upon the Trustees.
We are required to file an annual certificate with the
Trustees as to compliance with the provisions of the Mortgage and
as to the absence of a default with respect to any of the
covenants in the Mortgage.
Description of Debt Securities
General
The Debt Securities will be our direct unsecured general
obligations. We will issue the debt securities offered by this
prospectus from time to time in one or more series under one or
more separate indentures between us and the financial
institution(s) that we will name in the prospectus supplement, as
Trustee. This indenture or indentures are collectively referred
to in this prospectus as the "Indenture."
The following description summarizes certain general terms
and provisions of the debt securities offered by this prospectus.
This summary is not complete and should be read together with the
prospectus supplement describing the specific terms of the debt
securities. The form of the indenture is filed as an exhibit to
the registration statement. You should read the indenture for
provisions that may be important to you. The indenture will be
qualified under the Trust Indenture Act of 1939. You should
refer to the Trust Indenture Act for provisions that apply to the
debt securities. Whenever particular provisions or defined terms
in the indenture are referred to under this "Description of Debt
Securities," those provisions or defined terms are incorporated
by reference in this prospectus.
The debt securities will rank equally with all of our other
unsecured and unsubordinated debt. As of March 31, 2000, we had
$181.8 million of unsecured and unsubordinated debt that would
have ranked equally with the debt securities.
The debt securities will be effectively subordinated to all
of our secured debt, including our First Mortgage Bonds. As of
March 31, 2000, we had $1,055.7 million of secured debt
outstanding.
Terms of Specific Series of the Debt Securities
A prospectus supplement relating to each series of debt
securities offered by this prospectus will include a description
of the specific terms relating to the offering of that series.
These terms will include any of the following terms that apply to
that series:
(1) the title of the debt securities;
(2) the total principal amount of the debt securities;
(3) the date or dates on which the principal of the debt
securities will be payable or how the date or dates will be
determined;
(4) the rate or rates at which the debt securities will bear
interest, or how the rate or rates will be determined, the
date or dates from which any such interest will accrue, the
interest payment dates for the debt securities and the regular
record dates for interest payments;
(5) the percentage, if less than 100%, of the principal amount
of the debt securities that will be payable if the maturity
of the debt securities is accelerated;
(6) any period or periods within which, or any date or dates on
which, and the price or prices at which and the terms and
conditions upon which, we may redeem the debt securities at our
option and any restrictions on those redemptions;
(7) any sinking fund or other provisions or options held by
holders of debt securities that would obligate us to repurchase
or otherwise redeem the debt securities;
(8) any changes or additions to the events of default under the
indenture or changes or additions to our covenants under the
indenture;
(9) the denominations of the debt securities if issued in
denominations other than $1,000;
(10) a currency or currencies other than United States dollars
that payments in debt securities can be made;
(11) any collateral, security, assurance or guarantee for the
debt securities; and
(12) any other terms of the debt securities not inconsistent with
the terms of the indenture.
The indenture does not limit the principal amount of debt
securities that we may issue under the indenture. Our amended
and restated articles of incorporation generally limit the amount
of unsecured debt that we may issue to the equivalent of 20% of
the total of all our secured debt and total equity. As of March
31, 2000, approximately $207.6 million of additional unsecured
debt with a maturity of less than ten years or $207.6 million of
additional unsecured debt with a maturity ten years or greater
could have been issued under this provision.
We may sell debt securities at a discount below their
principal amount. We may describe in the prospectus supplement
United States federal income tax considerations applicable to
debt securities sold at an original issue discount. In addition,
we may describe in the prospectus supplement important United
States federal income tax or other tax considerations applicable
to any debt securities denominated or payable in a currency or
currency unit other than United States dollars.
Except as we may otherwise describe in the prospectus
supplement, the covenants contained in the indenture will not
afford holders of debt securities protection in the event of a
highly-leveraged or similar transaction involving us or in the
event of a change of control.
Payment and Paying Agents
Except as we may otherwise provide in the prospectus
supplement, we will pay interest, if any, on each debt security
payable on each interest payment date to the person in whose name
that debt security is registered as of the close of business on
the regular record date for that interest payment date. However,
interest payable at maturity will be paid to the person to whom
the principal is paid. If there has been a default in the
payment of interest on any debt security, the defaulted interest
may be paid to the holder of such debt security as of the close
of business on a date to be fixed by the Trustee between 10 and
15 days prior to the date proposed by us for payment of such
defaulted interest or in any other manner permitted by any
securities exchange on which that debt security may be listed, if
the Trustee finds it practicable.
Unless we otherwise specify in the prospectus supplement,
principal of, and premium, if any, and interest on the debt
securities at maturity will be payable upon presentation of the
debt securities at the corporate trust office of the Trustee in
The City of New York, as our paying agent. We may change the
place of payment on the debt securities, may appoint one or more
additional paying agents, including us, and may remove any paying
agent, all at our discretion.
As long as the debt securities are registered in the name of
The Depository Trust Company, or DTC, or its nominee, as
described under the caption "Book-Entry Only Securities,"
payments of principal, premium, if any, and interest will be made
to DTC for subsequent disbursement to beneficial owners of the
debt securities.
Registration and Transfer
Unless we otherwise specify in the prospectus supplement,
and subject to restrictions related to the issuance of debt
securities through DTC's book-entry system, the transfer of debt
securities may be registered, and debt securities may be
exchanged for other debt securities of the same series or
tranche, of authorized denominations and with the same terms and
principal amount, at the corporate trust office of the Trustee in
The City of New York. We may change the place for registration of
transfer and exchange of the debt securities and may designate
additional places for registration and exchange. Unless we
otherwise provide in the prospectus supplement, no service charge
will be made for any registration of transfer or exchange of the
debt securities. However, we may require payment to cover any
tax or other governmental charge that may be imposed. We will
not be required to execute or to provide for the registration of
transfer of, or the exchange of, (1) any debt security during the
15 days prior to giving any notice of redemption or (2) any debt
security selected for redemption, except the unredeemed portion
of any debt security being redeemed in part.
Satisfaction and Discharge
We will be discharged from our obligations on the debt
securities of a particular series if we deposit with the Trustee
sufficient cash or government securities to pay the principal,
interest, any premium and any other sums when due on the stated
maturity date or a redemption date of that series of debt
securities.
The indenture will be deemed satisfied and discharged when
no debt securities remain outstanding and when we have paid all
other sums payable by us under the indenture.
Consolidation, Merger and Sale of Assets
Under the terms of the indenture, we may not consolidate
with or merge into any other entity or convey, or transfer or
lease our properties and assets substantially as an entirety to
any entity, unless:
(1) the surviving or successor entity is organized and validly
existing under the laws of any domestic jurisdiction and it
expressly assumes our payment obligations on all outstanding debt
securities and our obligations under the indenture;
(2) immediately after giving effect to the transaction, no event
of default and no event which, after notice or lapse of time or
both, would become an event of default, shall have occurred and
be continuing; and
(3) we shall have delivered to the Trustee an officer's
certificate and an opinion of counsel as provided in the
indenture.
The terms of the indenture do not restrict us in a merger in
which we are the surviving entity.
Events of Default
"Event of default," when used in the indenture with respect
to any series of debt securities, means any of the following:
(1) failure to pay interest on any debt security of that series
for 60 days after it is due;
(2) failure to pay the principal of or any premium on any debt
security of that series when due;
(3) failure to perform any other covenant in the indenture,
other than a covenant that does not relate to that series of debt
securities, that continues for 60 days after we receive written
notice from the Trustee, or after we and the Trustee receive a
written notice from the holders of at least 33% in principal
amount of the outstanding debt securities of that series;
however, the Trustee or the Trustee and the holders of that
principal amount of debt securities of that series can agree to
an extension of the 60 day period and such an agreement to extend
will be automatically deemed to occur if we are diligently
pursuing action to correct the default;
(4) events in bankruptcy, insolvency or our reorganization
specified in the indenture; or
(5) any other event of default specified for that series of debt
securities.
An event of default for a particular series of debt
securities does not necessarily constitute an event of default
for any other series of debt securities issued under the
indenture. The Trustee may withhold notice to the holders of
debt securities of any default, except default in the payment of
principal, premium or interest, if it considers the withholding
of notice to be in the interests of holders.
Remedies
Acceleration of Maturity
If an event of default for any series of debt securities
occurs and continues, then either the Trustee or the holders of
at least 33% in principal amount of that series may declare the
entire principal amount of all the debt securities of that
series, together with accrued interest, to be due and payable
immediately. However, if the event of default is applicable to
more than one series of debt securities under the indenture, only
the Trustee or holders of at least 33% in aggregate principal
amount of the outstanding debt securities of all affected series,
voting as one class, and not the holders of any one series, may
make that declaration of acceleration.
At any time after a declaration of acceleration with respect
to the debt securities of any series has been made and before a
judgment or decree for payment of the money due has been
obtained, the event of default giving rise to that declaration of
acceleration will be considered waived, and that declaration and
its consequences will be considered rescinded and annulled, if:
(1) we have paid or deposited with the Trustee a sum sufficient
to pay:
(a) all overdue interest on all debt securities of that series;
(b) the principal of and premium, if any, on any debt securities
of that series which have otherwise become due and interest that
is currently due;
(c) interest on overdue interest; and
(d) all amounts due to the Trustee under the indenture; and
(2) any other event of default with respect to the debt
securities of that series has been cured or waived as provided in
the indenture.
There is no automatic acceleration, even in the event of our
bankruptcy, insolvency or reorganization.
Right to Direct Proceedings
Other than its duties in case of an event of default, the
Trustee is not obligated to exercise any of its rights or powers
under the indenture at the request, order or direction of any of
the holders, unless the holders offer the Trustee reasonable
security or indemnity. If they provide this reasonable security
or indemnity, the holders of a majority in principal amount of
any series of debt securities will have the right to direct the
time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any power
conferred upon the Trustee. However, if the event of default
relates to more than one series of debt securities, only the
holders of a majority in aggregate principal amount of all
affected series, voting as one class, will have the right to give
this direction and not the holders of any one series. The
Trustee is not obligated to comply with directions that conflict
with law or other provisions of the indenture.
Limitation on Right to Institute Proceedings
No holder of debt securities of any series will have any
right to institute any proceeding under the indenture, or any
remedy under the indenture, unless:
(1) the holder has previously given to the Trustee written
notice of a continuing event of default;
(2) the holders of a majority in aggregate principal amount of
the outstanding debt securities of all series in respect of which
an event of default shall have occurred and be continuing have
made a written request to the Trustee, and have offered
reasonable indemnity to the Trustee to institute proceedings; and
(3) the Trustee has failed to institute any proceeding for 60
days after that notice, request and offer of indemnity.
However, these limitations do not apply to a suit by a
holder of a debt security for payment of the principal, premium,
if any, or interest on that debt security on or after the
applicable due date.
Annual Notice to Trustee
We will provide to the Trustee an annual statement by an
appropriate officer as to our compliance with all conditions and
covenants under the indenture.
Modification and Waiver
Without the consent of any holder of debt securities, we may
enter into one or more supplemental indentures for any of the
following purposes:
(1) to evidence the assumption by any permitted successor of our
covenants in the indenture and in the debt securities;
(2) to add additional covenants or to surrender any of our
rights or powers under the indenture;
(3) to add additional events of default;
(4) to change or eliminate any provision of the indenture or to
add any new provision to the indenture; provided, however, if the
change, elimination or addition will adversely affect the
interests of the holders of debt securities of any series in any
material respect, the change, elimination or addition will become
effective only:
(a) when the consent of the holders of debt securities of that
series has been obtained in accordance with the indenture; or
(b) when no debt securities of the affected series remain
outstanding under the indenture;
(5) to provide collateral security for all but not part of the
debt securities;
(6) to establish the form or terms of debt securities of any
series as permitted by the indenture;
(7) to provide for the authentication and delivery of bearer
securities and coupons attached thereto;
(8) to evidence and provide for the acceptance of appointment of
a successor Trustee;
(9) to provide for the procedures required for use of a non-
certificated system of registration for the debt securities of
all or any series;
(10) to change any place where principal, premium, if any, and
interest shall be payable, debt securities may be surrendered for
registration of transfer or exchange and notices to us may be
served; or
(11) to cure any ambiguity or inconsistency or to make any other
change to the provisions or to add other provisions with respect
to matters or questions arising under the indenture; provided
that the action does not adversely affect the interests of the
holders of debt securities of any series in any material respect.
The holders of a majority in aggregate principal amount of
the debt securities of all series then outstanding may waive our
compliance with some restrictive provisions of the indenture.
The holders of not less than a majority in principal amount of
the outstanding debt securities of any series may waive any past
default under the indenture with respect to that series, except a
default in the payment of principal, premium, if any, or interest
and certain covenants and provisions of the indenture that cannot
be modified or be amended without the consent of the holder of
each outstanding debt security of the series affected.
If the Trust Indenture Act of 1939 is amended after the date
of the indenture in such a way as to require changes to the
indenture, the indenture will be deemed to be amended so as to
conform to that amendment to the Trust Indenture Act of 1939. We
and the Trustee may, without the consent of any holders, enter
into one or more supplemental indentures to evidence that
amendment.
The consent of the holders of a majority in aggregate
principal amount of the debt securities of all series then
outstanding, voting as one class, is required for all other
modifications to the indenture. However, if less than all of the
series of debt securities outstanding are directly affected by a
proposed supplemental indenture, then the consent only of the
holders of a majority in aggregate principal amount of all series
that are directly affected, voting as one class, will be
required. No supplemental indenture may:
(1) change the stated maturity of the principal of, or any
installment of principal of or interest on, any debt security, or
reduce the principal amount of any debt security or its rate of
interest or change the method of calculating the interest rate or
reduce any premium payable upon redemption, or reduce the amount
of principal that would be due and payable upon a declaration of
acceleration of the maturity thereof, or change the currency in
which payments are made, or impair the right to institute suit
for the enforcement of any payment on or after the stated
maturity of any debt security, without the consent of the holder
of that debt security;
(2) reduce the percentage in principal amount of the outstanding
debt securities of any series the consent of the holders of which
is required for any supplemental indenture or any waiver of
compliance with a provision of the indenture or any default
thereunder and its consequences, or reduce the requirements for
quorum or voting, without the consent of all the holders of the
series; or
(3) modify some of the provisions of the indenture relating to
supplemental indentures, waivers of certain covenants and waivers
of past defaults with respect to the debt securities of any
series, without the consent of the holder of each outstanding
debt security affected thereby.
A supplemental indenture which changes the indenture solely
for the benefit of one or more particular series of debt
securities, or modifies the rights of the holders of debt
securities of one or more series, will not affect the rights
under the indenture of the holders of the debt securities of any
other series.
The indenture provides that debt securities owned by us or
anyone else required to make payment on the debt securities shall
be disregarded and considered not to be outstanding in
determining whether the required holders have given a request or
consent.
We may fix in advance a record date to determine the
required number of holders entitled to give any request, demand,
authorization, direction, notice, consent, waiver or other such
act of the holders, but we shall have no obligation to do so. If
we fix a record date, that request, demand, authorization,
direction, notice, consent, waiver or other act of the holders
may be given before or after that record date, but only the
holders of record at the close of business on that record date
will be considered holders for the purposes of determining
whether holders of the required percentage of the outstanding
debt securities have authorized or agreed or consented to the
request, demand, authorization, direction, notice, consent,
waiver or other act of the holders. For that purpose, the
outstanding debt securities shall be computed as of the record
date. Any request, demand, authorization, direction, notice,
consent, election, waiver or other act of a holder will bind
every future holder of the same debt securities and the holder of
every debt security issued upon the registration of transfer of
or in exchange of those debt securities. A transferee will be
bound by acts of the Trustee or us in reliance thereon, whether
or not notation of that action is made upon the debt security.
Resignation of Trustee
A Trustee may resign at any time by giving written notice to
us or may be removed at any time by act of the holders of a
majority in principal amount of all series of debt securities
then outstanding delivered to the Trustee and us. No resignation
or removal of a Trustee and no appointment of a successor Trustee
will be effective until the acceptance of appointment by a
successor Trustee. So long as no event of default or event
which, after notice or lapse of time, or both, would become an
event of default has occurred and is continuing and except with
respect to a Trustee appointed by act of the holders, if we have
delivered to the Trustee a resolution of our board of directors
appointing a successor Trustee and such successor has accepted
the appointment in accordance with the terms of the respective
indenture, the Trustee will be deemed to have resigned and the
successor will be deemed to have been appointed as Trustee in
accordance with the indenture.
Notices
Notices to holders of debt securities will be given by mail
to the addresses of such holders as they appear in the security
register under the indenture.
Title
We, the Trustee, and any of our agents or any agent of the
Trustee, may treat the person in whose name debt securities are
registered as the absolute owner thereof, whether or not the debt
securities may be overdue, for the purpose of making payments and
for all other purposes irrespective of notice to the contrary.
Governing Law
Each indenture and the debt securities will be governed by,
and construed in accordance with, the laws of the State of New
York.
Book-Entry Only Securities
Unless otherwise specified in the applicable prospectus
supplement, DTC, will act as securities depository for the
securities offered by this prospectus. The securities will be
issued only as fully registered securities registered in the name
of Cede & Co., DTC's partnership nominee or such other name as
may be requested by an authorized representative of DTC. One
fully-registered certificate will be issued for each series of
securities, representing the aggregate principal amount of that
series of securities, and will be deposited with DTC or its
custodian.
DTC is a limited-purpose trust company organized under the
New York Banking Law, a "banking organization" within the meaning
of the New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code, and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934. DTC holds securities that its participants
("Direct Participants") deposit with DTC. DTC also facilitates
the settlement among Direct Participants of securities
transactions, such as transfers and pledges, in deposited
securities through electronic computerized records for Direct
Participants' accounts. This eliminates the need for physical
movement of securities certificates.
Direct Participants include securities brokers and dealers,
banks, trust companies, clearing corporations and certain other
organizations. DTC is owned by a number of its Direct
Participants and The New York Stock Exchange, Inc., the American
Stock Exchange, Inc. and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to
others such as securities brokers and dealers, banks and trust
companies that clear through or maintain a custodial relationship
with a Direct Participant, either directly or indirectly (the
"Indirect Participants," and, together with the Direct
Participants, the "Participants"). The rules applicable to DTC
and its Participants are on file with the SEC.
Purchases of securities within the DTC system must be made
by or through Direct Participants which will receive a credit for
the securities on DTC's records. The ownership interest of each
actual purchaser of a security (a "Beneficial Owner") will, in
turn, be recorded on the Direct and Indirect Participant's
respective records. Beneficial Owners will not receive written
confirmation from DTC of their purchases, but Beneficial Owners
are expected to receive written confirmations providing details
of the transactions, as well as periodic statements of their
holdings, from the Direct or Indirect Participant through which
the Beneficial Owner entered into the transaction. Transfers of
ownership interests in the securities are to be accomplished by
entries made on the books of Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive
certificates representing the securities, except in the event
that the use of the book-entry system for the securities is
discontinued.
To facilitate subsequent transfers, all securities deposited
by Direct Participants with DTC are registered in the name of
DTC's partnership nominee, Cede & Co., or such other name as may
be requested by an authorized representative of DTC. The deposit
of the securities with DTC and their registration in the name of
Cede & Co. or such other nominee do not effect any change in
beneficial ownership. DTC has no knowledge of actual beneficial
ownership of the securities; DTC's records reflect only the
identity of the Direct Participants to whose accounts such
securities are credited, which may or may not be the Beneficial
Owners. The Participants will remain responsible for keeping
account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to
Direct Participants, by Direct Participants to Indirect
Participants, and by Direct Participants and Indirect
Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory
requirements that may be applicable. Beneficial Owners of
securities may wish to take certain steps to augment transmission
to them of notices of significant events with respect to the
securities, such as redemptions, tenders, defaults, and proposed
amendments to the security documents. Beneficial Owners of
securities may wish to ascertain that the nominee holding the
securities for their benefit has agreed to obtain and transmit
notices to Beneficial Owners, or in the alternative, Beneficial
Owners may wish to provide their names and addresses to the
registrar and request that copies of the notices be provided
directly to them.
Redemption notices, if any, will be sent to Cede & Co. If
less than all of the securities of a particular series are being
redeemed, DTC's practice is to determine by lot the amount of the
interest of each Direct Participant in such series to be
redeemed.
Neither DTC nor Cede & Co., nor such other DTC nominee, will
consent or vote with respect to the securities. Under its usual
procedures, DTC mails an omnibus proxy (an "Omnibus Proxy") to
the appropriate Trustee as soon as possible after the record
date. The Omnibus Proxy assigns Cede & Co.'s consenting or
voting rights to those Direct Participants to whose accounts the
securities are credited on the record date (identified in a
listing attached to the Omnibus Proxy).
Payments of redemption proceeds, principal of, premium, if
any, and interest on the securities will be made to DTC, or such
other nominee as may be requested by an authorized representative
of DTC. DTC's practice is to credit Direct Participants'
accounts on the relevant payment date in accordance with their
respective holdings shown on DTC's records. Payments by
Participants to Beneficial Owners will be governed by standing
instructions and customary practices, as is the case with
securities held for the accounts of customers in bearer form or
registered in "street-name," and will be the responsibility of
such Participant and not of DTC, the underwriters, the
appropriate Trustee or us, subject to any statutory or regulatory
requirements that may be in effect from time to time. Payment of
redemption proceeds, principal, premium, if any, and interest to
DTC is our responsibility or that of the appropriate Trustee.
Disbursement of such payments to Direct Participants is the
responsibility of DTC, and disbursement of such payments to the
Beneficial Owners is the responsibility of Direct and Indirect
Participants.
DTC may discontinue providing its services as securities
depository with respect to the securities at any time by giving
reasonable notice to us or the appropriate Trustee. Under such
circumstances and in the event that a successor securities
depository is not obtained, certificates for the securities are
required to be printed and delivered. In addition, we may, at
any time, discontinue use of the system of book-entry transfers
through DTC or a successor securities depository. In that event,
certificates for the securities will also be printed and
delivered.
We will not have any responsibility or obligation to
Participants or the persons for whom they act as nominees with
respect to the accuracy of the records of DTC, its nominee or any
Direct or Indirect Participant with respect to any ownership
interest in the securities, or with respect to payments to, or
providing of notice to, the Direct Participants, the Indirect
Participants or the Beneficial Owners.
So long as Cede & Co. is the registered owner of any series
of securities, as nominee of DTC, references herein to holders of
such series of securities shall mean Cede & Co. or DTC and shall
not mean the Beneficial Owners of the securities.
Experts and Legality
The financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K for the year ended
December 31, 1999 have been so incorporated in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in auditing and
accounting.
The legality of the securities will be passed upon for us by
Friday, Eldredge & Clark, Little Rock, Arkansas and Ann G. Roy,
Esq., Assistant General Counsel- Corporate and Securities of
Entergy Services, Inc. and for any underwriters, dealers or
agents by Winthrop, Stimson, Putnam & Roberts, New York, New
York. All legal matters pertaining to our organization, titles
to property, franchises and the lien of the Mortgage and all
matters pertaining to Arkansas, Missouri and Tennessee law will
be passed upon only by Friday, Eldredge & Clark.
The statements in this prospectus as to matters of law and
legal conclusions made under "Description of the First Mortgage
Bonds - Security," have been reviewed by Friday Eldredge & Clark,
and are set forth herein in reliance upon the opinion of said
counsel, and upon their authority as experts.
Plan of Distribution
Methods and Terms of Sale
We may use a variety of methods to sell the securities
including:
(1) through one or more underwriters or dealers;
(2) directly to one or more purchasers;
(3) through one or more agents; or
(4) through a combination of any such methods of sale.
The prospectus supplement relating to a particular series of the
securities will set forth the terms of the offering of the
securities, including:
(1) the name or names of any underwriters, dealers or agents and
any syndicate of underwriters;
(2) the initial public offering price;
(3) any underwriting discounts and other items constituting
underwriters' compensation;
(4) the proceeds we receive from that sale; and
(5) any discounts or concessions allowed or reallowed or paid by
any underwriters to dealers.
Underwriters
If we sell the securities through underwriters, they will
acquire the securities for their own account and may resell them
from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale. The underwriters
for a particular underwritten offering of securities will be
named in the prospectus supplement and, if an underwriting
syndicate is used, the managing underwriter or underwriters will
be named on the cover page. In connection with the sale of
securities, the underwriters may receive compensation from us or
from purchasers in the form of discounts, concessions or
commissions. The obligations of the underwriters to purchase
securities will be subject to certain conditions. The
underwriters will be obligated to purchase all of the securities
of a particular series if any are purchased. However, the
underwriters may purchase less than all of the securities of a
particular series should certain circumstances involving a
default of one or more underwriters occur.
The initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers by any
underwriters may be changed from time to time.
Stabilizing Transactions
Underwriters may engage in stabilizing transactions and
syndicate covering transactions in accordance with Rule 104 under
the Securities Exchange Act of 1934. Stabilizing transactions
permit bids to purchase the underlying security so long as the
stabilizing bids do not exceed a specified maximum. Syndicate
covering transactions involve purchases of the securities in the
open market after the distribution has been completed in order to
cover syndicate short positions. These stabilizing transactions
and syndicate covering transactions may cause the price of the
securities to be higher than it would otherwise be if such
transactions had not occurred.
Agents
If we sell the securities through agents, the prospectus
supplement will set forth the name of any agent involved in the
offer or sale of the securities as well as any commissions we
will pay to them. Unless otherwise indicated in the prospectus
supplement, any agent will be acting on a best efforts basis for
the period of its appointment.
Related Transactions
Underwriters, dealers and agents may engage in transactions
with, or perform services for, us or our affiliates in the
ordinary course of business.
Indemnification
We will agree to indemnify any underwriters, dealers, agents
or purchasers and their controlling persons against certain civil
liabilities, including liabilities under the Securities Act of
1933.
<PAGE>
<TABLE>
<CAPTION>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Each
Initial Additional
Sale Sale
<S> <C> <C>
Filing Fees-Securities and Exchange Commission:
Registration Statement $ $ N/A
*Rating Agencies' fees 25,000 25,000
*Trustees' fees 2,500 2,500
*Fees of Company's Outside Legal Counsel:
Friday, Eldredge & Clark 50,000 30,000
Thelen Reid & Priest LLP 30,000 15,000
*Fees of Entergy Services, Inc. 35,000 25,000
*Accounting fees 12,000 6,000
*Printing and engraving costs 25,000 15,000
*Miscellaneous expenses (including blue-sky expenses) 20,000 15,000
---------- -------------
*Total Expenses $ 199,500 $ 133,500
___________________ ========== =============
* Estimated
</TABLE>
Item 15. Indemnification of Directors and Officers.
Entergy Arkansas, Inc. (the "Company") has insurance
covering its expenditures that might arise in connection with its
lawful indemnification of its directors and officers for certain
of their liabilities and expenses. Directors and officers of the
Company also have insurance that insures them against certain
other liabilities and expenses. The corporation laws of Arkansas
permit indemnification of directors and officers in a variety of
circumstances, which may include liabilities under the Securities
Act of 1933, as amended (the "Securities Act"), and under the
Company's Amended and Restated Articles of Incorporation. Its
officers and directors may generally be indemnified to the full
extent of such laws.
Item 16. List of Exhibits.*
1(a) Form of Underwriting Agreement for the First
Mortgage Bonds.
1(b) Form of Underwriting Agreement for the Debt
Securities.
**4(a) Mortgage and Deed of Trust, as amended by fifty-
five Supplemental Indentures (filed, respectively,
as the exhibits and in the file numbers indicated:
A-1 in 70-961 (Mortgage); A-2 in 70-1554 (First); A-
3 in 70-1896 (Second); A-4 in 70-2216 (Third); A-8
in 70-2397 (Fourth); A-6 in 70-2698 (Fifth); A-7 in
70-2910 (Sixth); A-8 in 70-3065 (Seventh); A-9 in
70-3277 (Eighth); D in 70-3346 (Ninth); D in 70-
3831 (Tenth); D in 70-3952 (Eleventh); D in 70-4099
(Twelfth); C-1 in 70-4258 (Thirteenth); C in 70-
4343 (Fourteenth); C to Rule 24 Certificate in 70-
4451 (Fifteenth); A-lb to Rule 24 Certificate in 70-
4451 (Sixteenth); C to Rule 24 Certificate in 70-
4626 (Seventeenth); C to Rule 24 Certificate in 70-
4805 (Eighteenth); C to Rule 24 Certificate in 70-
4861 (Nineteenth); C to Rule 24 Certificate in 70-
4971 (Twentieth); C to Rule 24 Certificate in 70-
5052 (Twenty-first); C-1 to Rule 24 Certificate in
70-5151 (Twenty-second); C-1 to Rule 24 Certificate
in 70-5257 (Twenty-third); C to Rule 24 Certificate
in 70-5343 (Twenty-fourth); C-1 to Rule 24
Certificate in 70-5404 (Twenty-fifth); C to Rule 24
Certificate in 70-5502 (Twenty-sixth); C-1 to Rule
24 Certificate in 70-5556 (Twenty-seventh); C-1 to
Rule 24 Certificate in 70-5693 (Twenty-eighth); C-1
to Rule 24 Certificate in 70-6078 (Twenty-ninth); C-
1 to Rule 24 Certificate in 70-6174 (Thirtieth); C-
1 to Rule 24 Certificate in 70-6246 (Thirty-first);
C-1 to Rule 24 Certificate in 70-6498 (Thirty-
second); A-4b-2 to Rule 24 Certificate in 70-6326
(Thirty-third); C-1 to Rule 24 Certificate in 70-
6607 (Thirty-fourth); C-1 to Rule 24 Certificate in
70-6650 (Thirty-fifth); C-1 to Rule 24 Certificate
in 70-6774 (Thirty-sixth); C-1 to Rule 24
Certificate in 70-6774 (Thirty-seventh); A-2(a) to
Rule 24 Certificate in 70-6858 (Thirty-eighth); A-
3(a) to Rule 24 Certificate in 70-7127 (Thirty-
ninth); A-7 to Rule 24 Certificate in 70-7068
(Fortieth); A-8(b) to Rule 24 Certificate in 70-
7346 (Forty-first); A-8(c) to Rule 24 Certificate
in 70-7346 (Forty-second); 4 to Form 10-Q for the
quarter ended September 30, 1990 in 1-10764 (Forty-
third); A-2(a) to Rule 24 Certificate in 70-7802
(Forty-fourth); A-2(b) to Rule 24 Certificate in 70-
7802 (Forty-fifth); 4(d)(2) in 33-54298 (Forty-
sixth); 4(c)-2 to Form 10-K for the fiscal year
ended December 31, 1992 in 1-10764 (Forty-seventh);
4(b) to Form 10-Q for the quarter ended June 30,
1993 in 1-10764 (Forty-eighth); and 4(c) to the
Form 10-Q for the quarter ended June 30, 1993 in 1-
10764 (Forty-ninth); 4(b) to Form 10-Q for the
quarter ended September 30, 1993 (Fiftieth); 4(c)
to Form 10-Q for the quarter ended June 30, 1994
(Fifty-first); 4(a) to Form 10-Q for the quarter
ended June 30, 1994 (Fifty-second); C-2 to Form U5S
for the year ended December 31, 1995 (Fifty-third);
and C-2(a) to Form U5S for the year ended December
31, 1996 (Fifty-fourth)), and (___) to Rule 24
Certificate in 70-7802 (Fifty-fifth);
**4(b) Form of Supplemental Indenture for the First
Mortgage Bonds.(Filed as Exhibit 4(b) to the
Company's Registration Statement on Form S-3, File
No. 33-93683)
4(c) Form of Indenture for Debt Securities.
4(d) Form of Officer's Certificate for Debt Securities.
5(a) Opinion of Friday, Eldredge & Clark, counsel for
the Company, as to the legality of the securities
being registered.
**12(a) Computation of Ratios of Earnings to Fixed Charges
(filed as Exhibit 12(a) to the Company's Annual
Report on Form 10-K for the year ended December 31,
1999).
23(a) Consent of Friday, Eldredge & Clark (included in
Exhibit 5(a) hereto).
23(c) Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (included herein at page S-1).
25(a) Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, Bankers Trust
Company, Corporate Trustee.
25(b) Form T-2 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of BNY Trust
Company of Missouri, Co-Trustee.
***25(c) Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of the Trustee
under the Indenture for Debt Securities.
* Reference is made to a duplicate list of exhibits being
filed as a part of this Registration Statement, which list,
in accordance with Item 102 of Regulation S-T of the
Commission, immediately precedes the exhibits being
physically filed with this Registration Statement.
** Incorporated herein by reference as indicated.
*** To be filed by amendment or pursuant to Trust Indenture Act
305(b)(2)
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
this Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability under
the Securities Act, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(5) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
(6) The undersigned registrant hereby undertakes to file an
application for the purpose of determining the eligibility of the
Trustee to act under subsection (a) of Section 310 of the Trust
Indenture Act in accordance with the rules and regulations
prescribed by the Commission under Section 305(b)(2) of the Trust
Indenture Act.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of New Orleans, State of Louisiana, on the 6th day of
June, 2000.
ENTERGY ARKANSAS, INC.
By: /s/ Steven C. McNeal
Steven C. McNeal
Vice President and Treasurer
Each director and/or officer of the registrant whose
signature appears below has appointed Laurence M. Hamric and Ann
G. Roy, and each of them severally, as his attorney-in-fact to
sign in his name and behalf, in any and all capacities stated
below, and to file with the Securities and Exchange Commission,
any and all amendments, including post-effective amendments, to
this registration statement, and the registrant hereby also has
appointed each such named person as its attorney-in-fact with
like authority to sign and file any such amendments in its name
and behalf.
Signature Title Date
/s/ Hugh T. McDonald Chairman of the Board, President June 6, 2000
Hugh T. McDonald and Chief Executive Officer
(Principal Executive Officer)
/s/ C. John Wilder Director, Executive Vice June 6, 2000
C. John Wilder President
and Chief Financial Officer
(Principal Financial Officer)
/s/ Nathan E. Langston Vice President and June 6, 2000
Nathen E. Langston Chief Accounting Officer
(Principal Accounting Officer)
/s/ Donald C. Hintz Director June 6, 2000
Donald C. Hintz
