File No. 70-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________
FORM U-1
______________________________________
APPLICATION-DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
______________________________________
Entergy Corporation Arkansas Power & Light Company
225 Baronne Street 425 West Capitol Avenue
New Orleans, Louisiana 70112 Little Rock, Arkansas 72201
Entergy Services, Inc. Louisiana Power & Light Company
639 Loyola Avenue 639 Loyola Avenue
New Orleans, Louisiana 70113 New Orleans, Louisiana 70113
System Fuels, Inc. Mississippi Power & Light Company
Three Lakeway Center 308 East Pearl Street
3838 North Causeway Blvd. Jackson, Mississippi 39201
Metairie, Louisiana 70003
System Energy Resources, Inc. New Orleans Public Service Inc.
1340 Echelon Parkway 639 Loyola Avenue
Jackson, Mississippi 39213 New Orleans, Louisiana 70113
Entergy Operations, Inc. Gulf States Utilities Company
1340 Echelon Parkway Edison Plaza
Jackson, Mississippi 39213 350 Pine Street
Beaumont, Texas 77704
(Names of companies filing this statement and
addresses of principal executive offices)
______________________________________
Entergy Corporation
(Name of top registered holding company parent
of each applicant or declarant)
______________________________________
Gerald D. McInvale Glenn E. Harder
Senior Vice President Treasurer
and Chief Financial Officer Arkansas Power & Light
Entergy Corporation Company
639 Loyola Avenue 425 West Capitol Avenue
New Orleans, Louisiana 70113 Little Rock, Arkansas 72201
Glenn E. Harder Glenn E. Harder
Treasurer Treasurer
Entergy Services, Inc. Louisiana Power & Light
639 Loyola Avenue Company
New Orleans, Louisiana 70113 639 Loyola Avenue
New Orleans, Louisiana 70113
Glenn E. Harder Glenn E. Harder
Treasurer Treasurer
System Fuels, Inc. Mississippi Power &
639 Loyola Avenue Light Company
New Orleans, Louisiana 70113 308 East Pearl Street
Jackson, Mississippi 39201
Donald C. Hintz Glenn E. Harder
Chief Executive Officer Treasurer
System Energy Resources, Inc. New Orleans Public
Entergy Operations, Inc. Service Inc.
1340 Echelon Parkway 639 Loyola Avenue
Jackson, Mississippi 39213 New Orleans, Louisiana 70113
Glenn E. Harder
Treasurer
Gulf States Utilities Company
Edison Plaza
350 Pine Street
Beaumont, TX 77704
(Names and addresses of agents for service)
_____________________________________________
The Commission is also requested to send copies of any
communications in connection with this matter to:
Susan P. Engle Thomas J. Igoe, Jr., Esq.
Assistant Treasurer Reid & Priest
Entergy Services, Inc. 40 West 57th Street
639 Loyola Avenue New York, New York 10019
New Orleans, Louisiana 70113
Laurence Hamric, Esq.
Denise C. Redmann, Esq.
Entergy Services, Inc.
225 Baronne Street
New Orleans, Louisiana 70112
<PAGE>
Item 1. Description of Proposed Transactions.
I. General
Arkansas Power & Light Company ("AP&L"), Gulf States
Utilities Company ("GSU"), Louisiana Power & Light Company
("LP&L"), Mississippi Power & Light Company ("MP&L") and New
Orleans Public Service Inc. ("NOPSI"), operating subsidiaries of
Entergy Corporation ("Entergy") (such operating subsidiaries
being sometimes herein referred to collectively as the "Operating
Companies," and each individually as an "Operating Company"), and
System Energy Resources, Inc. ("System Energy"), a generating
company subsidiary of Entergy, are authorized by the Securities
and Exchange Commission ("Commission") under the Public Utility
Holding Company Act of 1935, as amended (the "Act"), through
November 30, 1994, to make unsecured short-term borrowings
through the Entergy System Money Pool ("Money Pool") and to issue
and sell unsecured short-term promissory notes (including
commercial paper) to various commercial banks and/or dealers in
commercial paper in order to meet their respective interim
financing requirements, all as more fully described in the joint
Application-Declaration on Form U-1, as amended, in File No. 70-
8055 and the Commission's orders with respect thereto, dated
November 18, 1992, (H.C.A.R. 35-25680), March 24, 1994 (H.C.A.R.
35-26010) and April 21, 1994 (H.C.A.R. 35-26033). In addition,
Entergy, Entergy Services, Inc. ("ESI"), a service company
subsidiary of Entergy, System Fuels, Inc. ("System Fuels"), a
fuel supply subsidiary of the Operating Companies (excluding GSU)
and Entergy Operations, Inc. ("EOI"), a nuclear power plant
operations services subsidiary of Entergy, are authorized to
participate in the Money Pool through November 30, 1994, as and
to the extent provided in File No. 70-8055 and the Commission's
order dated November 18, 1992. The Money Pool is composed of
available funds invested by the companies participating in the
Money Pool, which funds may be borrowed by the participating
companies other than Entergy to meet their respective interim
capital needs.
Pursuant to the Commission's orders dated June 5, 1990
(H.C.A.R. 35-25100), April 29, 1992 (H.C.A.R. 35-25526) and
November 18, 1992 (H.C.A.R. 35-25680), EOI is currently
authorized through November 30, 1994 to (i) borrow and reborrow
from Entergy, from time to time, up to $15 million at any one
time outstanding pursuant to a loan agreement between EOI and
Entergy, dated as of June 6, 1990, as amended ("EOI Loan
Agreement") (the Commission having reserved jurisdiction over an
additional $5 million of borrowings by EOI as hereinafter
referred to, and (ii) enter into a loan agreement or agreements
with one or more banks, which would correspondingly reduce the
amount of Entergy's commitment to EOI under the EOI Loan
Agreement. Borrowings by EOI under the EOI Loan Agreement are
currently evidenced by a promissory note maturing on November 30,
1994 ("EOI Note"), representing the obligations of EOI to pay the
full approved amount of the loan commitment ($15 million) or, if
less, the aggregate unpaid principal amount of all loans made by
Entergy thereunder, plus accrued interest.
Pursuant to the Commission's orders dated September 17, 1991
(H.C.A.R. 35-25376), October 23, 1991 (H.C.A.R. 35-25395) and
November 18, 1992 (H.C.A.R. 35-25680), ESI is currently
authorized through November 30, 1994 to (i) borrow and reborrow
from Entergy, from time to time, up to $90 million at any one
time outstanding pursuant to a loan agreement between ESI and
Entergy, dated as of September 18, 1991, as amended ("ESI Loan
Agreement"), and (ii) enter into a loan agreement or agreements
with one or more banks, which would correspondingly reduce the
amount of Entergy's commitment to ESI under the ESI Loan
Agreement. Borrowings by ESI from Entergy under the ESI Loan
Agreement are currently evidenced by a promissory note maturing
on November 30, 1994 ("ESI Note"), representing the obligation of
ESI to pay the full amount of the loan commitment ($90 million)
or, if less, the aggregate unpaid principal amount of all loans
made by Entergy thereunder, plus accrued interest.
The Operating Companies and System Energy propose to
continue to finance their interim capital needs through Money
Pool borrowings and through the issuance and sale of short-term
promissory notes (including commercial paper) in amounts and
under the terms and conditions set forth below. It is also
proposed that Entergy, ESI, EOI and System Fuels continue their
respective participations in the Money Pool, in each case as
described below. The parties to this Application-Declaration
seek authorization to effect such short-term borrowings and Money
Pool transactions from time to time through November 30, 1996.
In addition, EOI and Entergy propose to (i) extend the
borrowing period under the EOI Loan Agreement, and the maturity
of the EOI Note issued thereunder, through November 30, 1996 and
(ii) extend the existing authorization with respect to EOI
entering into a loan agreement or agreements with one or more
banks and related transactions through November 30, 1996, all as
hereinafter set forth. Finally, ESI and Entergy propose to (1)
increase the borrowing commitment from $90 million to $150
million under the ESI Loan Agreement and extend the borrowing
period under the ESI Loan Agreement, and the maturity of the ESI
Note issued thereunder, through November 30, 1996 and (2) extend
the existing authorization for the entry by ESI into a loan
agreement or agreements with one or more banks and related
transactions through November 30, 1996, and increase the
aggregate borrowing commitment(s) thereunder from $90 million to
$150 million, all as hereinafter set forth.
II. Money Pool
A. Operating Company and System Energy Borrowing Limitations
Each of AP&L, GSU, LP&L, MP&L, NOPSI and System Energy
proposes, subject to the reservation of jurisdiction described
below, to effect short-term borrowings through the Money Pool and
to issue and sell unsecured short-term promissory notes
(including commercial paper) to various commercial banks and/or
dealers in commercial paper in the following maximum amounts for
the respective companies: AP&L, $243 million; GSU, $395 million;
LP&L, $236 million; MP&L, $108 million; NOPSI, $39 million; and
System Energy, $195 million.
However, AP&L, LP&L, MP&L, NOPSI, GSU and System Energy
request that the Commission's initial order herein authorize
these companies to effect short-term borrowings, including
borrowings through the Money Pool and the issuance and sale of
short-term notes to banks and commercial paper as described
below, in the following maximum amounts for the respective
companies: AP&L, $125 million; GSU, $125 million; LP&L, $150
million; MP&L, $100 million; NOPSI, $39 million; and System
Energy, $125 million, it being understood, as set forth in Item 5
below, that the Commission may reserve jurisdiction in its
initial order herein over the amounts in excess thereof proposed
to be borrowed.
B. Participation in the Money Pool
The Operating Companies, System Energy, Entergy, ESI, EOI
and System Fuels (such companies being sometimes referred to
herein collectively as the "Participants" and individually as a
"Participant") propose to participate in the Money Pool, which
will continue to be administered on behalf of the Participants by
ESI under the direction of its Treasurer. The Money Pool will
consist solely of available funds from the treasuries of the
Participants, which will be loaned on a short-term basis
(conceivably as short as intra-day) to any one or more of the
Participants in the Money Pool, other than Entergy, or otherwise
invested in the manner hereinafter described. The determination
of whether a Participant at any time has funds that may be
available to the Money Pool will be made by, or under the
direction of, its Treasurer or other designee. No Participant
will effect external borrowings for the purpose of making loans
to other Participants in the Money Pool.
The Money Pool is designed and will be managed to match, on
a daily basis, the available cash and borrowing requirements of
the Participants, thereby minimizing the need for borrowings to
be made by the Participants from external sources. It is
generally anticipated that the short-term borrowing requirements
of the Operating Companies and System Energy will be met with the
proceeds of borrowings through the Money Pool to the extent
available, and only thereafter with the proceeds of external
borrowings to the extent necessary; provided, however, that it
may be desirable for one or more of the Participants occasionally
to make short-term bank borrowings and/or to issue commercial
paper in order to maintain a market presence or for other
reasons, notwithstanding the existence of available funds in the
Money Pool. AP&L, GSU, LP&L, MP&L, NOPSI and System Energy will
have priority as borrowers from the Money Pool. ESI, System
Fuels and EOI will be permitted to borrow through the Money Pool
only if, on any given day, there are funds available in the Money
Pool after the needs of the Operating Companies and System Energy
have been satisfied.
Certain of System Energy's existing credit arrangements
require (absent waivers) that System Energy's Money Pool
borrowings be deemed subordinated indebtedness to the extent
that, upon the occurrence of a default by System Energy under
such credit arrangements or in the event of insolvency,
bankruptcy, liquidation, reorganization or other similar
proceedings affecting System Energy, no payment by System Energy
of principal of or interest on its Money Pool borrowings would be
permitted until all obligations of System Energy under such
credit arrangements shall have been paid or otherwise provided
for. Prior to the occurrence of any such default or insolvency,
bankruptcy, etc., System Energy is permitted under the terms of
such credit arrangements to make payments of principal and
interest on account of its Money Pool borrowings.
It is proposed that certain operative limitations on
borrowings by ESI, EOI and System Fuels through the Money Pool be
maintained. The total outstanding borrowings by ESI through the
Money Pool at any one time will not exceed an amount equal to the
aggregate unused portion of the line(s) of credit then available
to ESI pursuant to the ESI Loan Agreement and/or other borrowing
arrangements hereafter entered into by ESI with approval of the
Commission. The total outstanding borrowings by EOI through the
Money Pool at any one time will not exceed an amount equal to the
aggregate unused portion of the line(s) of credit then available
to EOI pursuant to the EOI Loan Agreement and/or other borrowing
arrangements hereafter entered into by EOI upon approval of the
Commission.<FN1> Similarly, the total outstanding borrowings by
System Fuels through the Money Pool at any one time will not
exceed an amount equal to the aggregate unused portion of the
line(s) of credit then available to System Fuels pursuant to
other borrowing arrangements approved by the Commission and
_____________
<FN1> For further information with respect to the ESI Loan
Agreement, the EOI Loan Agreement and other borrowing
arrangements of ESI and EOI, see "V. Loan Agreements
Between EOI and Entergy, ESI and Entergy, and Other
External Borrowing Arrangements", below.
<PAGE>
entered into by System Fuels with one or more commercial banks or
other entities to provide System Fuels with funds for use in its
fuel supply business.<FN2>
System Fuels' current credit agreement with Bank of America
requires that borrowings by System Fuels from its parent
companies (AP&L, LP&L, MP&L and NOPSI) through the Money Pool be
subordinated under certain circumstances. Under the terms of
that agreement, (i) in the event of a Default or Event of Default
(as defined in the agreement) System Fuels is prohibited from
repaying, without the consent of the bank, any such Money Pool
borrowings to any parent company which shall have caused to occur
and be continuing such Default or Event of Default and (ii) in
the event of an Event of Default by virtue of the failure by
System Fuels to pay any amount of principal, interest or other
________________
<FN2> For further information with respect to the $20 million
Revolving Credit Agreement between System Fuels and Bank
of America National Trust and Savings Association ("Bank
of America"), reference is made to the joint Application-
Declaration on Form U-1, as amended, in File No. 70-7574,
and to the Commission's orders with respect thereto, dated
January 31, 1989 (H.C.A.R. 35-24809), October 30, 1990
(H.C.A.R. 35-25180), December 2, 1991 (H.C.A.R. 35-25417),
and October 15, 1993 (H.C.A.R. 35-25909). For further
information with respect to the current $45 million Credit
Agreement between System Fuels and The Yasuda Trust &
Banking Co., Ltd., as Agent for the lenders named therein,
reference is made to the joint Application-Declaration on
Form U-1, as amended, in File No. 70-7668, and to the
Commission's orders with respect thereto, dated September
27, 1989 (H.C.A.R. 35-24957), and February 5, 1992
(H.C.A.R. 35-25467). For further information with respect
to the current $30 million loan agreement between System
Fuels and Entergy, reference is made to the joint
Application-Declaration on Form U-1, as amended, in File
No. 70-8331 and the Commission's order with respect
thereto, dated March 16, 1994 (H.C.A.R. 35-26006).
<PAGE>
amount payable under the arrangements with the bank, System Fuels
is prohibited from repaying, without the consent of the bank, any
such Money Pool borrowings to any parent company without the
consent of the bank.<FN3>
Entergy will be a participant in the Money Pool insofar as
it has funds available to invest through the Pool, but under no
circumstances will Entergy be permitted to borrow funds held in
the Money Pool.
ESI, which serves as administrator of the Pool, will invest
funds remaining in the Money Pool after satisfaction of the
borrowing needs of the Participants, and will allocate the
earnings thereon to those Participants providing such excess
funds on a pro rata basis in accordance with their respective
interests in such funds. ESI proposes to invest the excess funds
in one or more of the types of securities that are permitted by
the provisions of Section 9(c) of the Act and Rule 40 thereunder,
more in a manner designed to preserve principal and optimize
returns.
Subject to the borrowing limitations described above, the
Participants making borrowings through the Money Pool (other than
ESI, System Fuels and EOI) will be entitled to borrow, on any
given day, an amount of the total funds then available for
lending to the Participants determined on the basis of an equal
allocation of such funds among all borrowing Participants, except
that where such an allocation would provide one or more borrowing
Participants with funds in excess of its or their borrowing
requirements, such excess will then be available for loans
equally allocated among the remaining borrowing Participants. To
the extent that ESI, System Fuels and EOI are permitted to effect
borrowings through the Money Pool, the remaining funds then
available for lending to ESI, System Fuels and EOI will be
allocated in the same manner as available funds are allocated
among the Operating Companies and System Energy. Each borrowing
_____________
<FN3> In addition, the Bank of America credit agreement provides
that it shall be an Event of Default (as defined in the
credit agreement) if System Fuels' parent companies fail
to maintain their investments in System Fuels (including
the aggregate outstanding principal amount of the loans
evidenced by System Fuels' notes due December 31, 2008) in
an amount equal to at least 35% of the sum of (A) the
parent companies' investments plus (B) all other
outstanding indebtedness of System Fuels for borrowed
money (including any borrowings which are authorized
herein).
<PAGE>
Participant will borrow pro rata from each lending Participant in
the proportion that the total amount being loaned through the
Money Pool by such lending Participant bears to the total amount
then being loaned by all Participants through the Money Pool.
All borrowings from and investments through the Money Pool
will be adequately documented and will be evidenced on the books
of each Participant that borrows or invests available funds
through the Money Pool. All loans will be payable on demand
(subject, in the case of System Energy and System Fuels, to the
subordination provisions described above), will be prepayable at
any time without premium or penalty, and will bear interest
payable monthly at a rate calculated on a daily basis, equal to
the Daily Weighted Average Investment Rate (defined below) of the
Money Pool portfolio; provided, however, that in the event, on
and as of any particular day, there are no excess Money Pool
funds invested in the Money Pool portfolio, the Daily Federal
Funds Effective Rate as quoted by the Federal Reserve Bank of New
York will be the rate of interest applicable to Money Pool loans
and borrowings for that day. The term "Daily Weighted Average
Investment Rate", as applied to any day, shall be calculated by
multiplying (A) the aggregate of the total daily interest payable
on all investments in the Money Pool portfolio (consisting of
excess Money Pool funds not loaned to the Participants)
outstanding as of such day by (B) 360, and dividing the product
thereof by the total amount invested in the Money Pool portfolio
as of such day. For purposes of calculating the daily interest
payable on each investment in the Money Pool portfolio in (A)
above, the original cost of each such investment is multiplied by
its yield and the product is divided by 360.
Reference is made to the form of promissory note to be
executed and delivered by Participants (other than System Energy
and System Fuels) effecting borrowings through the Money Pool,
which is set forth as Exhibit B-1(a) hereto, and to the forms of
Money Pool promissory notes to be executed and delivered by
System Energy and System Fuels, respectively, including terms and
provisions therein with respect to subordination, which are set
forth as Exhibits B-1(b) and (c) hereto.
The Participants believe that the cost of the proposed
borrowings through the Money Pool will be more favorable to the
borrowing Participants than the comparable cost of external
borrowings through bank loans and sales of commercial paper, and
that the yield and terms available to Participants investing
available funds through the Money Pool will be higher than yields
available individually to each Participant. This is because
there is no spread added to the cost of money borrowed from the
Pool, and money invested can be aggregated in order to command
more favorable terms..
In the event that, on any given day, the available funds in
the Money Pool are insufficient to satisfy the short-term
borrowing requirements of one or more of the Operating Companies
or System Energy, such Operating Companies or System Energy, as
the case may be, will effect short-term borrowings through bank
loans and/or sales of commercial paper in the manner hereinafter
set forth.
III. Operating Company and System Energy External Borrowing
Arrangements
A. Bank Lines of Credit
Each of the Operating Companies and System Energy may
establish lines of credit with various commercial banks located
generally in the operating areas of the Operating Companies or
System Energy (such banks being referred to hereinafter as
"Territorial Banks"), up to the maximum aggregate principal
amounts shown in Exhibits B-2(a-f) hereto for AP&L, GSU, LP&L,
MP&L, NOPSI and System Energy, respectively. In addition, the
Operating Companies and System Energy may establish lines of
credit with various commercial banks located generally outside
the operating areas of the Operating Companies and System Energy
(such banks being hereinafter referred to as "Non-territorial
Banks"). The Operating Companies and System Energy may arrange
these lines of credit on an individual basis, or on a
consolidated "either/or" basis in such manner that a bank would
provide a line of credit usable by any one or more of such
companies. It is expected that the names of the Non-territorial
Banks and the maximum principal amounts to be borrowed from each
of the Non-territorial Banks and to be outstanding at any one
time will be substantially as reflected in Exhibit B-3 hereto.
Except as indicated by Exhibits B-2(a-f) and B-3, the
Operating Companies and System Energy will not effect borrowings
from banks pursuant to this Application-Declaration until they
have filed an amendment hereto setting forth the bank or banks
from which such borrowings are to be effected and the amounts
thereof.
The notes proposed to be issued and sold to Banks and Non-
Territorial Banks will be in the form of unsecured short-term
promissory notes payable not more than one year from the date of
issuance. Under the proposed arrangements, each borrowing will
bear interest from the date thereof on the unpaid principal
amount thereof at a rate per annum selected by the Operating
Company or System Energy, from time to time, from a number of
specified interest rate options. Such interest rate options will
include some or all of the following: (i) the prime commercial
loan rate as published daily in the Money Section of the Wall
Street Journal (the "Prime Rate") from time to time in effect,
(ii) the sum of (A) specified offered rates for bank certificates
of deposit for amounts equivalent to such borrowing and for
selected interest periods, appropriately adjusted for the cost of
reserves, F.D.I.C. insurance and any other customary amounts and
(B) a margin not in excess of 2% per annum (the "CD Rate"), (iii)
the sum of (C) specified rates offered for U.S. dollar deposits
in the interbank eurodollar market for amounts equivalent to such
borrowing and for selected interest periods, appropriately
adjusted for the cost of reserves and any other customary amounts
and (D) a margin not in excess of 2% per annum (the "LIBOR Rate")
and (iv) a rate, which would not in any event exceed the Prime
Rate, negotiated at the time of borrowing with the bank (the
"Bid Rate"). The selected rate will be the most favorable
effective borrowing rate to the particular borrower, taking into
account compensating balances and/or commitment fees, and the
proposed amount and maturity of each borrowing. The proposed
borrowings from banks will, at the option of the particular
borrower or, under certain circumstances, with the consent of the
lending bank, be prepayable, in whole or in part, at any time
without premium or penalty except in the case of CD Rate or LIBOR
Rate borrowings.
Each Operating Company and System Energy may agree to (i)
pay to each bank a commitment fee computed at a rate not in
excess of 1/4 of 1% per annum of the total unused portion of the
lines of credit in effect during the period for which payment is
made, (ii) maintain compensating balances in accounts with the
Territorial Banks to yield the equivalent of 1/4 of 1%,
appropriately adjusted for the cost of required reserves and
insurance or (iii) effect a combination of (i) and (ii).
B. Operating Company and System Energy Commercial Paper
Arrangements
The proposed commercial paper will be in the form of
unsecured promissory notes with varying maturities not to exceed
270 days, the actual maturities to be determined by market
conditions and the particular borrower's anticipated cash
requirements at the time of issuance. In accordance with the
established custom and practice in the market, the proposed
commercial paper will not be payable prior to maturity.
Each of the Operating Companies and System Energy proposes
to issue, reissue and sell commercial paper directly to one or
more dealers in commercial paper (each a "Dealer") at a discount
not in excess of the maximum discount rate per annum prevailing
at the date of issuance for commercial paper of comparable
quality of that particular maturity sold by public utility
issuers to commercial paper dealers.
No commission or fee will be payable by the Operating
Companies or System Energy in connection with the issuance and
sale of commercial paper. Each Dealer, as principal, will
reoffer and sell the commercial paper at the customary discount
rate for commercial paper in such a manner as not to constitute a
public offering. Each Dealer reoffering the commercial paper
will limit the reoffer and sale to a non-public customer list for
each Operating Company and System Energy containing not more than
200 buyers of commercial paper, consisting of commercial banks,
insurance companies, corporate pension funds, investment trusts,
foundations, colleges and university funds, municipal and state
funds and other financial and non-financial corporations that
normally invest funds in commercial paper.
It is anticipated that the commercial paper will be held by
the buyers to maturity. However, each Dealer may, if desired by
a buyer, repurchase the commercial paper for resale to others on
the list of customers.
IV. Use of Proceeds
Construction expenditures for the Operating Companies and
System Energy in 1994, 1995 and 1996 are estimated as follows:
AP&L GSU LP&L MP&L NOPSI System Energy
(In Millions)
1994 $180.5 $139.6 $133.9 $130.0 $25.1 $18.0
1995 $172.1 $127.5 $143.2 $063.0 $26.1 $21.8
1996 $174.7 $118.9 $142.1 $063.0 $26.3 $22.9
In addition to the capital requirements described above, the
respective Operating Companies and System Energy will require
capital funds during the period 1994-1996 to meet scheduled long-
term debt maturities and to satisfy sinking fund requirements in
the following amounts: AP&L, $83 million; GSU, $215 million,
LP&L, $162 million; MP&L, $228 million; NOPSI, $81 million; and
System Energy, $645 million.
The proceeds from borrowings through the Money Pool and
through the issuance and sale of promissory notes to banks and
commercial paper, together with other funds available from time
to time to the Operating Companies and System Energy,
respectively, from operations, from the issuance of such
securities as may be appropriate at the time and from other
financing transactions, will be used to provide interim financing
for construction expenditures, to meet long-term debt maturities
and satisfy sinking fund requirements and for the possible
refunding, redemption, purchase or other acquisition of all or a
portion of certain outstanding series of high-cost debt and
preferred stock.
For further information with respect to the estimated
capital and refinancing requirements of the Operating Companies
and System Energy through 1996, reference is made to the
financial statements (including the notes incorporated herein by
reference) of the Operating Companies and System Energy filed in
this proceeding and referred to in part (b) of Item 6 hereof.
The proceeds of borrowings by ESI through the Money Pool,
pursuant to the ESI Loan Agreement and under other external
borrowing arrangements (see "V. Loan Agreements Between EOI and
Entergy, ESI and Entergy, and Other External Borrowing
Arrangements", below), will be used by ESI for the repayment of
other borrowings from time to time outstanding and for any lawful
purposes in connection with the performance by ESI of its various
functions as a subsidiary service company under the Act. ESI
specifically contemplates using a portion of the proposed
borrowings for the financing of capital and other expenditures to
be incurred through December 31, 1996, including (a) ongoing
expenditures incurred by ESI in connection with the development,
furnishing and equipping of a new Corporate Training Center, (b)
the purchase by ESI of micro-computers and other network and
telecommunications equipment for use in connection with its
business, (c) the acquisition of furnishings and telephone
equipment associated with the renovation of Entergy's Corporate
Headquarters, (d) the acquisition by ESI of aircraft and (e) the
funding of ESI's pension liability.
The proceeds of borrowings by System Fuels through the Money
Pool will be used by System Fuels for the repayment of other
borrowings and for any lawful purposes in connection with its
fuel supply program, including expenditures associated with the
acquisition, ownership and financing of nuclear materials and
related services and the acquisition and ownership of fuel oil
inventory.
The proceeds of borrowings by EOI through the Money Pool,
pursuant to the EOI Loan Agreement and under other external
borrowing arrangements of EOI (see "V. Loan Agreements Between
EOI and Entergy, ESI and Entergy, and Other External Borrowing
Arrangements", below), will be used by EOI to finance its interim
capital needs.
None of the proceeds to be received by the Operating
Companies, System Energy, ESI, System Fuels or EOI from
borrowings through the Money Pool, through the issuance and sale
of promissory notes to banks or through the issuance and sale of
commercial paper will be used to invest directly or indirectly in
an "exempt wholesale generator" or "foreign utility company", as
such terms are defined in Section 32 or 33, respectively, of the
Act.
V. Loan Agreements Between EOI and Entergy, ESI and Entergy,
and Other External Borrowing Arrangements
As set forth above, EOI and Entergy were previously
authorized by the Commission to enter into the EOI Loan Agreement
and the related EOI Note, providing for borrowings by EOI from
Entergy of up to an aggregate principal amount of $15 million
through June 30, 1992 (H.C.A.R. 35-25100).<FN4> Subsequently, the
Commission authorized the amending of the EOI Loan Agreement by
Amendment Nos. 1 and 2 thereto extending the borrowing period
thereunder, and the maturity of the EOI Note, through November
30, 1994 (H.C.A.R. 35-25526 and 35-25680). EOI and Entergy now
propose to enter into Amendment No. 3 to the EOI Loan Agreement
("Amendment No. 3") which will extend the expiration date of the
borrowing period under the EOI Loan Agreement through November
30, 1996, and provide for the issuance of a new note ("New EOI
Note") stated to mature on November 30, 1996. Amendment No. 3
will state that the New EOI Note shall replace and supersede the
existing EOI Note and represent the borrowings of EOI from
Entergy under the EOI Loan Agreement. Except as specifically
amended, the EOI Loan Agreement will continue in full force and
effect, and the terms as authorized in the Commission's order,
dated June 5, 1990 (H.C.A.R. 35-25100), will remain unchanged.
In addition, as set forth above, ESI and Entergy were
previously authorized by the Commission to enter into the ESI
Loan Agreement and the related ESI Note, providing for borrowings
by ESI from Entergy of up to an aggregate principal amount of $90
million through December 31, 1993 (H.C.A.R. No. 35-25395).
Subsequently, the Commission authorized the amending of the ESI
Loan Agreement by Amendment No. 1 thereto extending the borrowing
period thereunder and the maturity of the ESI Note through
November 30, 1994 (H.C.A.R. 35-25680). ESI and Entergy now
propose to enter into Amendment No. 2 to the ESI Loan Agreement
("Amendment No. 2"), which will increase the borrowing commitment
thereunder from $90 million to $150 million, extend the
expiration date of the borrowing period thereunder through
November 30, 1996 and provide for the issuance of a new note
("New ESI Note") stated to mature on November 30, 1996.
Amendment No. 2 will also state that the New ESI Note shall
replace and supersede the existing ESI Note and represent the
borrowings of ESI from Entergy under the ESI Loan Agreement.
Except as specifically amended, the ESI Loan Agreement shall
continue in full force and effect, and the terms as authorized in
the Commission's orders dated September 17, 1991 (H.C.A.R. 35-
25376) and October 23, 1991 (H.C.A.R. 35-25395) will remain
unchanged.
______________
<FN4> In such order, the Commission reserved jurisdiction over
the prospective increase in borrowings by Entergy
Operations pursuant to the EOI Loan Agreement from $15
million to $20 million.
<PAGE>
The New EOI Note and the New ESI Note will be dated on or
about the date of issuance of the Commission's order herein and
be stated to mature on November 30, 1996. The New EOI Note and
the New ESI Note will continue to be payable to the order of
Entergy and will be prepayable at any time, in whole or in part,
without premium or penalty. The New EOI Note and the New ESI Note
will bear interest, payable quarterly, on the unpaid principal
amount at the rate of interest announced by Chemical Banking
Corporation in New York, New York, from time to time as its prime
rate. Reference is made to the proposed form of Amendment No. 3
to the EOI Loan Agreement and New EOI Note set forth as Exhibit B-
4(d) hereto, to the proposed form of Amendment No. 2 to the ESI
Loan Agreement and New ESI Note set forth as Exhibit B-5(c)
hereto.
Borrowings under the EOI Loan Agreement and the ESI Loan
Agreement will be in addition to borrowings by EOI and ESI,
respectively, from time to time through the Money Pool; provided,
the aggregate principal amount of borrowings by EOI outstanding
at any one time pursuant to the EOI Loan Agreement, through the
Money Pool and through such other borrowing arrangements as may
hereafter be entered into by EOI pursuant to authorization of the
Commission shall not exceed $15 million (subject to a prospective
increase to $20 million pursuant to the Commission's reservation
of jurisdiction as described in footnote 4 above, (2) the
aggregate principal amount of borrowings by ESI outstanding at
any one time pursuant to the ESI Loan Agreement, through the
Money Pool and through such other borrowing arrangements as may
hereafter be entered into by ESI pursuant to authorization of the
Commission shall not exceed $150 million, and (3) the aggregate
principal amount of borrowings, in each case, by EOI and ESI
outstanding at any one time through the Money Pool shall not
exceed an amount equal to the unused portion of the line(s) of
credit then available to EOI and ESI pursuant to the EOI Loan
Agreement and the ESI Loan Agreement, as the case may be, and/or
such other borrowing arrangements as may hereafter be entered
into by EOI and ESI, respectively.
EOI and ESI further request authorization to extend the
authorized period during which they may enter into external
borrowing arrangements with one or more banks through November
30, 1996 and, in the case of ESI, to increase the borrowing
commitment thereunder from $90 million to $150 million (the
commitment of any such bank or banks to reduce correspondingly
the amount of Entergy's commitment under the EOI Loan Agreement
or the ESI Loan Agreement, as the case may be).
It is anticipated that the proposed bank borrowings would be
evidenced by unsecured promissory notes to one or more banks in
an aggregate principal amount of up to $15 million at any one
time outstanding in the case of EOI (subject to an increase to
$20 million pursuant to the Commission's reservation of
jurisdiction as described in footnote 4 above), and up to $150
million at any one time outstanding in the case of ESI. The
notes would be in a form customarily used by the lending bank or
banks, would be payable not later than November 30, 1996, and
would bear interest on the unpaid principal amount thereof at a
rate per annum selected by EOI or ESI from a number of specified
interest rate options. Such interest rate options will include
some or all of the following: (i) the Prime Rate from time to
time in effect, (ii) the CD Rate, (iii) the LIBOR Rate or (iv)
the Bid Rate. The selected rate will be the most favorable
effective borrowing rate to EOI or ESI, as the case may be,
taking into account compensating balances and/or commitment fees,
and the proposed amount and maturity of each borrowing. The
proposed borrowings from banks will, at the option of EOI or ESI,
or, under certain circumstances, with the consent of the lending
bank, be prepayable, in whole or in part, at any time without
premium or penalty except in the case of CD Rate or LIBOR Rate
borrowings.
EOI or ESI may agree to (i) pay to the banks a commitment
fee computed at a rate not in excess of 3/8 of 1% per annum of
the total unused portion of the lines of credit in effect during
the period for which payment is made, (ii) maintain compensating
balances in accounts with the banks to yield the equivalent of
3/8 of 1%, appropriately adjusted for the cost of required
reserves and insurance or (iii) effect a combination of (i) and
(ii).
As sole holder of the outstanding common stock of EOI and
ESI and as an inducement to a bank or banks to make loans to EOI
and ESI, Entergy may be required to guarantee the obligations of
EOI and ESI to the bank or banks. Accordingly, authorization for
any such guarantees through November 30, 1996 hereby is
requested.
Neither EOI nor ESI will effect borrowings from banks
pursuant to this Application-Declaration until EOI and Entergy,
or ESI and Entergy, as the case may be, have first filed a post-
effective amendment hereto setting forth the bank or banks from
which such borrowings are to be effected and the terms and
conditions thereof.
Item 2. Fees, Commissions and Expenses.
Expenses to be incurred by the parties hereto in connection
with the obtaining of the Commission's order in this proceeding
authorizing the transactions, as proposed herein, are estimated
not to exceed $27,000, including $15,000 estimated for legal
fees, $10,000 estimated for fees of ESI and the $2,000 filing fee
payable to the Commission with respect to this Application-
Declaration.
Item 3. Applicable Statutory Provisions.
The Participants believe that the proposed short-term
borrowings through the Money Pool, as described herein, including
the issuance, delivery and acquisition of promissory notes to
evidence the same, are subject to the provisions of Sections
6(a), 7, 9(a), 10 and 12(b) of the Act and Rule 43 thereunder.
The Participants believe that the investment, on their
behalf, of funds in the Money Pool that are not loaned to the
Participants is exempt from Sections 9(a) and 10 of the Act by
virtue of Section 9(c) of the Act or Rule 40 under the Act.
The Operating Companies and System Energy believe that the
issuance and sale of notes to banks and commercial paper are
subject to the provisions of Sections 6(a) and 7 of the Act.
EOI and Entergy believe that the proposed issuance by EOI
and the proposed acquisition by Entergy of the New EOI Note, as
contemplated herein, are subject to the provisions of Sections
6(a), 7, 9(a), 10 and 12(b) of the Act and Rule 45 thereunder.
ESI and Entergy believe that the proposed issuance by ESI
and the proposed acquisition by Entergy of the New ESI Note, as
contemplated herein, are subject to the provisions of Sections
6(a), 7, 9(a), 10 and 12(b) of the Act and Rule 45 thereunder.
EOI and ESI believe that the proposed issuance and delivery
of notes to banks is subject to Sections 6(a) and 7 of the Act.
Entergy believes that its proposed guaranty of payment by
EOI or ESI of any unpaid principal amount of, and interest on,
notes issued to Banks by EOI or ESI, as the case may be, and of
performance by EOI or ESI of their respective obligations under
any related loan agreements, is subject to Sections 6(a), 7 and
12(b) of the Act and Rule 45 thereunder.
Item 4. Regulatory Approval.
No state regulatory body or agency and no federal commission
or agency other than this Commission has jurisdiction over the
transactions proposed herein.
Item 5. Procedure.
The parties hereto respectfully request that the Commission
enter an approving order herein on or before September 30, 1994.
AP&L, GSU, LP&L, MP&L, NOPSI and System Energy request that such
order initially authorize short-term borrowings, including
borrowings through the Money Pool and the issuance and sale of
short-term notes to banks and commercial paper as described in
Item 1 hereof, in the following maximum amounts for each company:
AP&L, $125 million; GSU, $125 million; LP&L, $150 million; MP&L,
$100 million; NOPSI, $39 million; and System Energy, $125
million.
AP&L, GSU, LP&L, MP&L, NOPSI and System Energy further
request that the Commission reserve jurisdiction in its initial
order over additional amounts proposed to be borrowed by each of
them up to the maximum amounts set forth in Item 1 above, pending
further completion of the record herein with respect to such
proposed additional borrowings.
The parties hereto further respectfully request that ESI be
granted authority to file, on behalf of all of each of the
parties hereto, on a quarterly basis certificates of notification
pursuant to Rule 24 under the Act with respect to (1) borrowings
by the Participants through the Money Pool and with respect to
the issuances, sales and payments, from time to time, by the
Operating Companies and System Energy of notes to banks and
commercial paper, (2) borrowings by ESI under the ESI Loan
Agreement and pursuant to borrowing arrangements with one or more
banks and (3) borrowings by EOI under the EOI Loan Agreement and
pursuant to borrowing arrangements with one or more banks, all as
contemplated herein.
The parties hereto hereby waive a recommended decision by a
hearing officer or any other responsible officer of the
Commission, agree that the Staff of the Division of Investment
Management may assist in the preparation of the Commission's
decision, and request that there be no waiting period between the
issuance of the Commission's order and the date it is to become
effective.
<PAGE>
Item 6. Exhibits and Financial Statements.
a. Exhibits
A - Not Applicable.
B-1(a) - Proposed form of note to evidence
borrowings by Participants (other than
System Energy and System Fuels)
through the Money Pool.
B-1(b) - Proposed form of note to evidence
borrowings by System Energy through
the Money Pool.
B-1(c) - Proposed form of note to evidence
borrowings by System Fuels through the
Money Pool.
B-2(a) - Territorial Banks - AP&L.
B-2(b) - Territorial Banks - GSU.
B-2(c) - Territorial Banks - LP&L.
B-2(d) - Territorial Banks - MP&L.
B-2(e) - Territorial Banks - NOPSI.
B-2(f) - Territorial Banks - System Energy.
B-3** - Non-territorial Banks.
B-4(a)* - Loan Agreement, dated as of June 6,
1990, between EOI and Entergy
(including form of EOI Note) (Exhibit
B-11(c) to Rule 24 Certificate dated
June 15, 1990 in File No. 70-7679).
B-4(b)* - Amendment No. 1 to Loan Agreement,
dated as of May 18, 1992, between EOI
and Entergy (including form of EOI
Note) (Exhibit A-1 to Rule 24
Certificate dated June 22, 1992 in
File No. 70-7679).
B-4(c)* - Amendment No. 2 to Loan Agreement,
dated as of December 1, 1992, between
EOI and Entergy (including form of EOI
Note) (Exhibit C to Rule 24
Certificate dated February 2, 1992 in
File No. 70-8055).
B-4(d) - Proposed form of Amendment No. 3 to
Loan Agreement between EOI and Entergy
(including form of New EOI Note).
B-5(a)* - Loan Agreement, dated as of September
18, 1991, between ESI and Entergy
(including form of ESI Note) (Exhibit
B-5(a) in 70-8055).
B-5(b)* - Amendment No. 1 to Loan Agreement,
dated as of December 1, 1992, between
ESI and Entergy (including form of ESI
Note) (Exhibit B to Rule 24
Certificate dated February 2, 1992 in
File No. 70-8055).
B-5(c) - Proposed form of Amendment No. 2 to
Loan Agreement between ESI and Entergy
(including form of New ESI Note).
B-6** - Proposed form(s) of loan agreement(s)
between ESI and one or more banks
(including forms of notes and Entergy
guaranty).
B-7** - Proposed form(s) of loan agreement(s)
between EOI and one or more banks
(including forms of notes and Entergy
guaranty).
B-8(a)** - Commercial paper arrangements - AP&L.
B-8(b)** - Commercial paper arrangements - GSU.
B-8(c)** - Commercial paper arrangements - LP&L.
B-8(d)** - Commercial paper arrangements - MP&L.
B-8(e)** - Commercial paper arrangements - NOPSI.
B-8(f)** - Commercial paper arrangements - System
Entergy.
C - Not applicable.
D - Not applicable.
E - Not applicable.
F-1 - Opinion of Reid & Priest, Counsel for
Entergy.
F-2 - Opinion of Reid & Priest, Counsel for
ESI.
F-3 - Opinion of Wise Carter Child &
Caraway, Counsel for EOI.
F-4 - Opinion of Reid & Priest, Counsel for
System Fuels.
F-5 - Opinion of Reid & Priest, Counsel for
System Energy.
F-6 - Opinion of Friday, Eldredge & Clark,
Counsel for AP&L.
F-7 - Opinion of Monroe & Lemann, Counsel
for LP&L and Counsel for NOPSI.
F-8 - Opinion of Wise Carter Child &
Caraway, Counsel for MP&L.
F-9 - Opinion of Orgain, Bell & Tucker,
L.L.P., Counsel for GSU.
G - Suggested form of notice of proposed
transactions for publication in the
Federal Register.
b. Financial Statements:
- Financial statements of AP&L, GSU, LP&L, MP&L, NOPSI,
System Energy, and Entergy and subsidiaries,
consolidated, each as of March 31, 1994.
- Notes to financial statements of AP&L, GSU, LP&L, MP&L,
NOPSI, System Energy and Entergy and subsidiaries
included in the Annual Report on Form 10-K for the
fiscal year ended December 31, 1993 and the Quarterly
Report on Form 10-Q for the quarterly period ended
March 31, 1994 (filed in File Nos. 1-10764, 1-8474, 0-
320, 0-5807, 1-9067 and 1-3517, respectively, and
incorporated herein by reference).
- Financial statements of ESI, System Fuels, EOI and
Entergy, each as of March 31, 1994.
Except as reflected in the financial statements (including
the notes thereto) there have been no material changes, not in
the ordinary course of business, with respect to AP&L, GSU, LP&L,
MP&L, NOPSI, ESI, System Fuels, System Energy, EOI, or Entergy
that have taken place since March 31, 1994.
___________________________
* Incorporated herein by reference as indicated.
** To be supplied by amendment.
Item 7. Information as to Environmental Effects.
a. As more fully described in Item 1, the proposed
transactions subject to the jurisdiction of the
Commission relate only to the financing activities of
the parties hereto, and do not involve a major Federal
action having a significant impact on the human
environment.
b. Not applicable
<PAGE>
SIGNATURES
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused
this statement to be signed on their behalf by the undersigned
thereunto duly authorized.
ENTERGY SERVICES, INC.
ARKANSAS POWER & LIGHT COMPANY
GULF STATES UTILITIES COMPANY
LOUISIANA POWER & LIGHT COMPANY
MISSISSIPPI POWER & LIGHT COMPANY
NEW ORLEANS PUBLIC SERVICE INC.
ENTERGY OPERATIONS, INC.
SYSTEM ENERGY RESOURCES, INC.
By: /s/ Glenn E. Harder
Glenn E. Harder
Vice President-Financial
Strategies and Treasurer
ENTERGY CORPORATION
By: /s/ Glenn E. Harder
Glenn E. Harder
Treasurer
SYSTEM FUELS, INC.
By: /s/ Glenn E. Harder
Glenn E. Harder
Treasurer and
` Assistant Secretary
Dated: July 27, 1994
EXHIBIT B-1(a)
[Form of Money Pool Note to be used by Money Pool
borrowers other than System Energy Resources, Inc.
and System Fuels, Inc.]
$_____,000,000 ___________________, 19__
New Orleans, Louisiana
ON DEMAND, for value received, the undersigned
_____________ (the "Borrower") promises to pay to the order
of ________________ (the "Lender") at the office of Hibernia
National Bank, 313 Carondelet Street, New Orleans, Louisiana
("Bank"), in lawful money of the United States of America,
the principal amount of ____________________ Million Dollars
($___,000,000) or, if less than such principal amount, the
aggregate unpaid principal amount of all loans outstanding,
or any portion of such loans as determined by the Lender,
made by the Lender to the Borrower through the Entergy
System Money Pool ("Money Pool") pursuant to the
authorization in effect from time to time of the Securities
and Exchange Commission under the Public Utility Holding
Company Act of 1935. The Borrower further promises to pay
interest on the principal amount of this Note, or, if less,
the unpaid balance thereof, in like money, at said office of
the Bank, from the date of this Note, at a rate of interest,
calculated on a daily basis, equal to the Daily Weighted
Average Investment Rate of the Money Pool portfolio in
effect from time to time calculated in accordance with the
following paragraph; provided, however, that in the event
that on and as of any particular day there are no excess
funds invested in the Money Pool portfolio, the Daily
Federal Funds Effective Rate as quoted by the Federal
Reserve Bank of New York will be the rate of interest
applicable to this Note for that day.
As used herein, the term "Daily Weighted Average
Investment Rate", as applied to any day, shall be calculated
by multiplying (A) the aggregate of the total daily interest
payable on all investments in the Money Pool portfolio
outstanding as of such day by (B) 360, and dividing the
product thereof by the total amount invested in the Money
Pool portfolio as of such day. For purposes of calculating
the daily interest payable on each investment in the Money
Pool portfolio in (A) above, the original cost of each such
investment shall be multiplied by its yield and the product
shall be divided by 360.
The amount of each loan made by the Lender to the
Borrower through the Money Pool, and the amount of each
payment of principal by the Borrower to the Lender, shall be
evidenced and determined by reference to the appropriate
accounting and computer records maintained by Entergy
Services, Inc., as administrator of the Money Pool.
Interest on this Note shall be payable monthly for
the preceding month not later than the second business day
of each month, commencing on the first such day after the
date of this Note.
In case this Note should be placed in the hands of
an attorney to institute legal proceedings to recover the
amount hereof or any part hereof, in principal or interest,
or to protect the interests of the holder or holders hereof,
or in case the same should be placed in the hands of an
attorney for collection, compromise or other action, the
Borrower binds itself to pay the reasonable fee of the
attorney who may be employed for that purpose.
The Borrower hereby waives presentment for
payment, demand, notice of non-payment, protest and all
pleas of division and discussion, and agrees that the time
of payment hereof may be extended from time to time, one or
more times, without notice of such extension or extensions
and without previous consent.
The unpaid principal amount of this Note may be
prepaid, in whole at any time or in part from time to time,
without premium or penalty.
This Note shall be governed by, and construed in
accordance with, the laws of the State of Louisiana.
IN WITNESS WHEREOF, the undersigned has caused
this Note to be executed by its officer(s) hereunto duly
authorized.
______________________________
By:___________________________
Title:
______________________________
By:___________________________
Title:
EXHIBIT B-1(b)
[Form of System Energy Resources, Inc. Money Pool Note]
$____,000,000 _________________, 19__
New Orleans, Louisiana
ON DEMAND, for value received, the undersigned
System Energy Resources, Inc. (the "Borrower") promises to
pay to the order of ______________________ (the "Lender") at
the office of Hibernia National Bank, 313 Carondelet Street,
New Orleans, Louisiana (the "Bank"), in lawful money of the
United States of America, the principal amount of ________
Million Dollars ($____,000,000), or, if less than such
principal amount, the aggregate unpaid principal amount of
all loans outstanding, or any portion of such loans as
determined by the Lender, made by the Lender to the Borrower
through the Entergy System Money Pool ("Money Pool")
pursuant to authorization in effect from time to time of the
Securities and Exchange Commission under the Public Utility
Holding Company Act of 1935. The Borrower further promises
to pay interest on the principal amount of this Note or, if
less, the unpaid balance thereof, in like money at said
office of the Bank, from the date of this Note, at a rate of
interest, calculated on a daily basis, equal to the Daily
Weighted Average Investment Rate of the Money Pool portfolio
in effect from time to time; provided, however, that in the
event that on and as of any particular day there are no
excess Money Pool funds invested in the Money Pool
portfolio, the Daily Federal Funds Effective Rate as quoted
by the Federal Reserve Bank of New York will be the rate of
interest applicable to this Note for that day.
As used herein, the term "Daily Weighted Average
Investment Rate", as applied to any day, shall be calculated
by multiplying (A) the aggregate of the total daily interest
payable on all investments in the Money Pool portfolio
outstanding as of such day by (B) 360, and dividing the
product thereof by the total amount invested in the Money
Pool portfolio as of such day. For purposes of calculating
the daily interest payable on each investment in the Money
Pool portfolio in (A) above, the original cost of each such
investment shall be multiplied by its respective yield and
the product shall be divided by 360.
The amount of each loan made by the Lender to the
Borrower through the Money Pool, and the amount of each
payment of principal by the Borrower to the Lender, shall be
evidenced and determined by reference to the appropriate
accounting and computer records maintained by Entergy
Services, Inc., as administrator of the Money Pool.
Interest on this Note shall be payable monthly for
the preceding month not later than the second business day
of each month, commencing on the first such day after the
date of this Note.
In case this Note should be placed in the hands of
an attorney to institute legal proceedings to recover the
amount hereof or any part hereof, in principal or interest,
or to protect the interests of the holder or holders hereof,
or in case the same should be placed in the hands of an
attorney for collection, compromise or other action, the
Borrower binds itself to pay the reasonable fee of the
attorney who may be employed for that purpose.
The Borrower hereby waives presentment for
payment, demand, notice of non-payment, protest and all
pleas of division and discussion, and agrees that the time
of payment hereof may be extended from time to time, one or
more times, without notice of such extension or extensions
and without previous consent.
The unpaid principal amount of this Note may be
prepaid, in whole at any time or in part from time to time,
without premium or penalty.
The indebtedness represented by this Note has been
marked on the books of the Borrower as subordinated
indebtedness and, as such, is subordinated and junior in
right of payment to the Obligations (as defined below) of
the Borrower, all to the extent and in the manner set forth
below:
(i) if there shall occur an event of default
(after the expiration of any applicable notice and/or
grace period(s)) relating to any Obligations of the
Borrower, then so long as such event of default shall
be continuing and shall not have been cured or waived,
or unless and until all such Obligations so in default
shall have been paid in full in money or moneys worth
at the time of receipt, no payment of principal and
premium, if any, or interest shall be made upon this
Note; and
(ii) in the event of any insolvency, bankruptcy,
liquidation, reorganization or other similar case or
proceedings, or any receivership proceedings in
connection therewith, relative to the Borrower or its
creditors or its property, and in the event of any
proceedings for voluntary liquidation, dissolution or
other winding up of the Borrower, whether or not
involving insolvency or bankruptcy proceedings, then
the Obligations shall first be paid in full in money or
moneys worth at the time of receipt, or payment thereof
shall have been provided for, before any payment on
account of principal, premium, if any, or interest is
made upon this Note.
As used in the preceding paragraph, the term
"Obligations" shall mean obligations of the Borrower
relating to indebtedness for borrowed money of the Borrower
to any non-affiliated entity, the terms of which include
provisions requiring that the Borrower's indebtedness to one
or more of its affiliated entities be deemed subordinated
indebtedness.
This Note shall be governed by, and construed in
accordance with, the laws of the State of Louisiana.
IN WITNESS WHEREOF, the undersigned has caused
this Note to be executed by its officer hereunto duly
authorized.
SYSTEM ENERGY RESOURCES, INC.
By:___________________________
Title:
EXHIBIT B-1(c)
[Form of System Fuels, Inc. Money Pool Note]
$____, 000,000 ___________________, 19__
New Orleans, Louisiana
ON DEMAND, for value received, the undersigned
System Fuels, Inc. (the "Borrower") promises to pay to the
order of _______________________ (the "Lender") at the
office of Hibernia National Bank, 313 Carondelet Street, New
Orleans, Louisiana (the "Bank"), in lawful money of the
United States of America, the principal amount of __________
Million Dollars ($___,000,000.00), or, if less than such
principal amount, the aggregate unpaid principal amount of
all loans outstanding, or any portion of such loans as
determined by the Lender, made by the Lender to the Borrower
through the Entergy System Money Pool ("Money Pool")
pursuant to authorization in effect from time to time of the
Securities and Exchange Commission under the Public Utility
Holding Company Act of 1935. The Borrower further promises
to pay interest on the principal amount of this Note or, if
less, the unpaid balance thereof, in like money at said
office of the Bank, from the date of this Note, at a rate of
interest, calculated on a daily basis, equal to the Daily
Weighted Average Investment Rate of the Money Pool portfolio
in effect from time to time; provided, however, that in the
event that on and as of any particular day there are no
excess Money Pool funds invested in the Money Pool
portfolio, the Daily Federal Funds Effective Rate as quoted
by the Federal Reserve Bank of New York will be the rate of
interest applicable to this Note for that day.
As used herein, the term "Daily Weighted Average
Investment Rate", as applied to any day, shall be calculated
by multiplying (A) the aggregate of the total daily interest
payable on all investments in the Money Pool portfolio
outstanding as of such day by (B) 360, and dividing the
product thereof by the total amount invested in the Money
Pool portfolio as of such day. For purposes of calculating
the daily interest payable on each investment in the Money
Pool portfolio in (A) above, the original cost of each such
investment shall be multiplied by its yield and the product
shall be divided by 360.
The amount of each loan made by the Lender to the
Borrower through the Money Pool, and the amount of each
payment of principal by the Borrower to the Lender, shall be
evidenced and determined by reference to the appropriate
accounting and computer records maintained by Entergy
Services, Inc., as administrator of the Money Pool.
Interest on this Note shall be payable monthly for
the preceding month not later than the second business day
of each month, commencing on the first such day after the
date of this Note.
In case this Note should be placed in the hands of
an attorney to institute legal proceedings to recover the
amount hereof or any part hereof, in principal or interest,
or to protect the interests of the holder or holders hereof,
or in case the same should be placed in the hands of an
attorney for collection, compromise or other action, the
Borrower binds itself to pay the reasonable fee of the
attorney who may be employed for that purpose.
The Borrower hereby waives presentment for
payment, demand, notice of non-payment, protest and all
pleas of division and discussion, and agrees that the time
of payment hereof may be extended from time to time, one or
more times, without notice of such extension or extensions
and without previous consent.
The unpaid principal amount of this Note may be
prepaid, in whole at any time or in part from time to time,
without premium or penalty.
The indebtedness represented by this Note has been
marked on the books of the Borrower as subordinated
indebtedness and, as such, is subordinated and junior in
right of payment to the Obligations (as defined below) of
the Borrower, in the event there shall occur a default or an
event of default with respect to any Obligations of the
Borrower, the terms of such subordination in relation to any
Obligations of the Borrower (including any prohibition or
limitation on payment by the Borrower of the principal of,
premium (if any) or interest on this Note) being set forth
in the instrument or instruments or other writings
evidencing such Obligations or in the agreement or
agreements relating thereto or pursuant to which such
Obligations are issued or incurred.
As used in the preceding paragraph, the term
"Obligations" shall mean obligations of the Borrower
relating to indebtedness for borrowed money of the Borrower
to any non-affiliated entity, the terms of which include
provisions requiring that the Borrower's indebtedness to one
or more of its affiliated entities be deemed subordinated
indebtedness.
This Note shall be governed by, and construed in
accordance with, the laws of the State of Louisiana.
IN WITNESS WHEREOF, the undersigned has caused
this Note to be executed by its officer hereunto duly
authorized.
SYSTEM FUELS, INC.
By:___________________________
Title:
EXHIBIT B-2(a)
ARKANSAS POWER & LIGHT COMPANY
TERRITORIAL BANKS
MAXIMUM AMOUNT
BANK NAME TO BE BORROWED
SIMMONS FIRST NATIONAL BANK, PINE BLUFF $15,000,000
WORTHEN NATIONAL BANK, LITTLE ROCK 10,000,000
FIRST COMMERCE BANK, LITTLE ROCK 7,000,000
CITIZENS BANK OF JONESBORO, JONESBORO 1,000,000
DANVILLE STATE BANK 1,000,000
TOTAL $34,000,000
EXHIBIT B-2(b)
GULF STATES UTILITIES COMPANY
TERRITORIAL BANKS
MAXIMUM AMOUNT
BANK NAME TO BE BORROWED
TEXAS COMMERCE BANK, BEAUMONT $5,000,000
TOTAL $5,000,000
EXHIBIT B-2(c)
LOUISIANA POWER & LIGHT COMPANY
TERRITORIAL BANKS
MAXIMUM AMOUNT
BANK NAME TO BE BORROWED
FIRST NATIONAL BANK OF COMMERCE, NEW $ 5,000,000
ORLEANS
HIBERNIA NATIONAL BANK, NEW ORLEANS 5,000,000
WHITNEY NATIONAL BANK, NEW ORLEANS 5,000,000
JEFFERSON GUARANTY BANK, NEW ORLEANS 1,500,000
FIRST STATE BANK & TRUST COMPANY, BOGALUSA 1,500,000
FIRST AMERICAN BANK & TRUST COMPANY, 1,000,000
MONROE
LIBERTY BANK & TRUST COMPANY, NEW ORLEANS 200,000
TOTAL $19,000,000
EXHIBIT B-2(d)
MISSISSIPPI POWER & LIGHT COMPANY
TERRITORIAL BANKS
MAXIMUM AMOUNT
BANK NAME TO BE BORROWED
DEPOSIT GUARANTY NATIONAL BANK, JACKSON $12,000,000
TRUSTMARK NATIONAL BANK, JACKSON 12,000,000
SUNBURST BANK, JACKSON 6,000,000
TOTAL $30,000,000
EXHIBIT B-2(e)
NEW ORLEANS PUBLIC SERVICE INC.
TERRITORIAL BANKS
BANK NAME TO BE BORROWED MAXIMUM
AMOUNT
None
EXHIBIT B-2(f)
SYSTEM ENERGY RESOURCES, INC.
TERRITORIAL BANKS
BANK NAME TO BE BORROWED MAXIMUM
AMOUNT
None
EXHIBIT B-4(d)
AMENDMENT NO. 3 TO LOAN AGREEMENT
THIS AMENDMENT NO. 3, made and entered into as of
________ __, 1994 to the Loan Agreement dated as of June 6,
1990, as amended ("Loan Agreement"), between Entergy
Operations, Inc. (hereinafter referred to as "Entergy
Operations"), a corporation organized under the laws of
Delaware and having its principal place of business at
Echelon One, Jackson, Mississippi, and Entergy Corporation
(hereinafter referred to as "Entergy"), a corporation
organized under the laws of Delaware and having its
principal place of business at 225 Baronne Street, New
Orleans, Louisiana.
WHEREAS, Entergy Operations and Entergy have
heretofore entered into the Loan Agreement, and Entergy
Operations and Entergy desire, upon the terms and subject to
the conditions herein set forth, to further amend the Loan
Agreement in the manner and to the extent hereinafter
provided; and
WHEREAS, on _________ __, 1994, the Securities and
Exchange Commission (hereinafter referred to as the
"Commission") entered an order (Holding Company Act Release
No. 35-__________; 70-______) under the Public Utility
Holding Company Act of 1935 authorizing the borrowings by
Entergy Operations from Entergy as contemplated herein.
NOW THEREFORE, in consideration of the premises
and of the mutual agreements herein, the parties hereto
agree as follows:
I. Amendment to Loan Agreement.
(a) The Loan Agreement is hereby amended by restating
Paragraph 1 thereof to read as follows:
"From and after ________ __, 1994 (the "Third
Amendment Effective Date"), Entergy Operations
shall have the right to borrow and reborrow from
Entergy and Entergy agrees to lend to Entergy
Operations, from time to time, on and after the
Third Amendment Effective Date, through November
30, 1996, an aggregate principal amount not to
exceed Fifteen Million Dollars ($15,000,000) at
any one time outstanding; provided, however, that
if Entergy Operations shall hereafter enter into a
loan agreement or loan agreements with one or more
banks, the commitment(s) of any such bank or banks
thereunder shall, for such period as the same
shall remain in effect, correspondingly reduce the
amount of Entergy's commitment hereunder (the
amount of Entergy's commitment hereunder as from
time to time in effect being hereinafter referred
to as the "Commitment"). Borrowings hereunder
shall be in addition to borrowings by Entergy
Operations from time to time through the Entergy
System Money Pool or through other financing
arrangements as may hereafter be entered into by
Entergy Operations."
(b) The Loan Agreement is hereby further amended by
restating the second and third sentences of Paragraph 2
thereof to read as follows:
"The Note shall represent the obligation of
Entergy Operations to pay the full amount of the
Commitment or, if less, the aggregate unpaid
principal amount of all loans made by Entergy
hereunder, plus accrued interest. The Note shall
(i) be payable to the order of Entergy, (ii) be
dated the Third Amendment Effective Date, (iii) be
stated to mature on November 30, 1996, and (iv)
bear interest as provided in paragraph 3 hereof."
(c) The Loan Agreement is hereby further amended by
restating the first sentence of Paragraph 3 thereof to read
as follows:
"The Note shall bear interest on the unpaid
principal amount thereof at the rate of interest
publicly announced by Chemical Banking Corporation
in New York, New York from time to time as its
prime rate (hereinafter referred to as the "CBC
Rate")."
(d) The Loan Agreement is hereby further amended by
restating the second sentence of Paragraph 4 thereof to read
as follows:
"Any change in the interest rate on the unpaid
principal amount of the Note resulting from a
change in the CBC Rate shall become effective as
of the opening of business on the day on which
such change in the CBC Rate shall become
effective."
II. Issuance of New Note.
On the Third Amendment Effective Date, Entergy
Operations will execute and deliver to Entergy a note in the
form annexed hereto as Exhibit A, and the Note dated
December 1, 1992 shall be deemed replaced and superseded
thereby. Thereafter, such new Note shall evidence the
borrowings of Entergy Operations from Entergy under the Loan
Agreement as amended hereby.
III. Miscellaneous.
(a) Except as expressly amended hereby, the Loan
Agreement shall continue in full force and effect in
accordance with the provisions thereof.
(b) This Amendment No. 3 shall be construed in
accordance with and governed by the laws of the State of
Louisiana.
IN WITNESS WHEREOF, the parties hereto have
executed this Amendment as of the date and year first above
written.
ENTERGY OPERATIONS, INC.
By:___________________________
Title:________________________
ENTERGY CORPORATION
By:___________________________
Title:________________________
EXHIBIT A
[FORM OF NOTE]
$15,000,000 ____________ __,
1994 New Orleans,
Louisiana
FOR VALUE RECEIVED, ENTERGY OPERATIONS, INC.
("Entergy Operations") promises to pay to the order of
ENTERGY CORPORATION ("Entergy"), on November 30, 1996 at its
office located at 225 Baronne Street, New Orleans, Louisiana
70112, in lawful money of the United States of America, the
principal amount of Fifteen Million Dollars ($15,000,000)
or, if less, the aggregate unpaid principal amount of all
loans made by Entergy to Entergy Operations pursuant to the
Loan Agreement referred to below, and to pay interest in
like money at said office on the unpaid principal amount
hereof from the date hereof, payable quarterly in arrears on
the first business day of each April, July, October and
January, commencing ______________, 1994, and upon
termination of the Commitment under said Loan Agreement, at
a rate per annum equal from time to time to the CBC Rate as
defined in said Loan Agreement.
This Note is the Note referred to in Amendment No.
3, dated as of _________ __, 1994 ("Amendment No. 3"), to
the Loan Agreement, dated as of June 6, 1990, as amended
("Loan Agreement"), between Entergy Operations and Entergy,
and is entitled to the benefits and subject to the
provisions thereof.
All loans made by Entergy to Entergy Operations
pursuant to the Loan Agreement, and all payments made on the
account of the principal hereof, shall be evidenced and
determined by reference to the appropriate accounting and
computer records maintained by Entergy Services, Inc.
The unpaid principal amount of this Note may be
prepaid, in whole at any time or in part from time to time,
without premium or penalty, and is subject to mandatory
prepayment under the circumstances and to the extent set
forth in the Loan Agreement.
Upon the occurrence of a default as specified in
the Loan Agreement, the loan commitment under the Loan
Agreement may be terminated and the principal amount then
remaining unpaid on this Note, and accrued interest thereon,
may be declared to be immediately due and payable all as
provided in the Loan Agreement.
This Note shall be governed by, and construed in
accordance with, the laws of the State of Louisiana.
ENTERGY OPERATIONS, INC.
By:__________________________
Title:_______________________
EXHIBIT B-5(c)
AMENDMENT NO. 2 TO LOAN AGREEMENT
THIS AMENDMENT NO. 2, made and entered into as of
________ __, 1994 to the Loan Agreement dated as of
September 18, 1991, as amended ("Loan Agreement"), between
Entergy Services, Inc. (hereinafter referred to as
"Services"), a corporation organized under the laws of
Delaware and having its principal place of business at 639
Loyola Avenue, New Orleans, Louisiana, and Entergy
Corporation (hereinafter referred to as "Entergy"), a
corporation organized under the laws of Delaware and having
its principal place of business at 225 Baronne Street, New
Orleans, Louisiana.
WHEREAS, Services and Entergy have heretofore
entered into the Loan Agreement, and Services and Entergy
desire, upon the terms and subject to the conditions herein
set forth, to amend the Loan Agreement in the manner and to
the extent hereinafter provided; and
WHEREAS, on _________ __, 1994, the Securities and
Exchange Commission (hereinafter referred to as the
"Commission") entered an order (Holding Company Act Release
No. 35-__________; 70-______) under the Public Utility
Holding Company Act of 1935 authorizing the borrowings by
Services from Entergy as contemplated herein.
NOW THEREFORE, in consideration of the premises
and of the mutual agreements herein, the parties hereto
agree as follows:
I. Amendment to Loan Agreement.
(a) The Loan Agreement is hereby amended by restating
the first sentence of Paragraph 1 thereof to read as
follows:
"Services shall have the right to borrow and
reborrow from Entergy and Entergy agrees to lend
to Services, from time to time, through November
30, 1996, an aggregate principal amount not to
exceed One Hundred Fifty Million Dollars
($150,000,000) at any one time outstanding;
provided, however, that if Services shall
hereafter enter into a loan agreement or loan
agreements with one or more banks, the
commitment(s) of any such bank or banks thereunder
shall, for such period as the same shall remain in
effect, correspondingly reduce the amount of
Entergy's commitment hereunder (the amount of
Entergy's commitment hereunder as from time to
time in effect being hereinafter referred to as
the "Commitment")."
(b) The Loan Agreement is hereby further amended by
restating the third sentence of Paragraph 2 thereof to read
as follows:
"The Note shall (i) be payable to the order of
Entergy, (ii) be dated ___________, 1994
(hereinafter referred to as the "Effective Date")
(iii) be stated to mature on November 30, 1996,
and (iv) bear interest as provided in paragraph 3
hereof."
II. Issuance of New Note.
On ____________, 1994, Services will execute and
deliver to Entergy a note in the form annexed hereto as
Exhibit A, and the Note dated December 1, 1992 shall be
deemed replaced and superseded thereby. Thereafter such new
Note will evidence the borrowings of Services from Entergy
under the Loan Agreement as amended hereby.
III. Miscellaneous.
(c) Except as expressly amended hereby, the Loan
Agreement shall continue in full force and effect in
accordance with the provisions thereof.
(d) This Amendment No. 2 shall be construed in
accordance with and governed by the laws of the State of
Louisiana.
IN WITNESS WHEREOF, the parties hereof have
executed this Amendment as of the date and year first above
written.
ENTERGY SERVICES, INC.
By:___________________________
Title:________________________
ENTERGY CORPORATION
By:___________________________
Title:________________________
EXHIBIT A
FORM OF NOTE
$150,000,000 _____________ __,
1994
New Orleans,
Louisiana
FOR VALUE RECEIVED, ENTERGY SERVICES, INC.
("Services") promises to pay to the order of ENTERGY
CORPORATION ("Entergy"), on November 30, 1996 at its office
located at 225 Baronne Street, New Orleans, Louisiana 70112,
in lawful money of the United States of America, the
principal amount of One Hundred Fifty Million Dollars
($150,000,000) or, if less, the aggregate unpaid principal
amount of all loans made by Entergy to Services pursuant to
the Loan Agreement referred to below, and to pay interest in
like money at said office on the unpaid principal amount
hereof from the date hereof, payable quarterly in arrears on
the first business day of each April, July, October and
January, commencing on ________ __, 1994, and upon
termination of the loan commitment under said Loan
Agreement, at a rate per annum equal from time to time to
the Base Rate as defined in said Loan Agreement.
This Note is the Note referred to in Amendment No.
2, dated as of _________ __, 1994 ("Amendment No. 2"), to
the Loan Agreement, dated as of September 18, 1991, as
amended ("Loan Agreement"), between Services and Entergy,
and is entitled to the benefits and subject to the
provisions thereof.
All loans made by Entergy to Services pursuant to
the Loan Agreement, and all payments made on the account of
the principal hereof, shall be recorded by Entergy on a
schedule which by this reference is incorporated herein and
made a part of this Note.
The unpaid principal amount of this Note may be
prepaid, in whole at any time or in part from time to time,
without premium or penalty, and is subject to mandatory
prepayment under the circumstances and to the extent set
forth in the Loan Agreement.
Upon the occurrence of a default as specified in
the Loan Agreement, the principal amount then remaining
unpaid on this Note, and accrued interest thereon, may be
declared to be immediately due and payable as provided in
the Loan Agreement.
This Note shall be governed by, and construed in
accordance with, the laws of the State of Louisiana.
ENTERGY SERVICES, INC.
By:_______________________
Title:____________________
EXHIBIT F-1
[Letterhead of Reid & Priest]
New York, New York
July 27, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We have reviewed the joint Application-Declaration
on Form U-1 to be filed by Entergy Corporation ("Company"),
Entergy Services, Inc. ("ESI"), System Fuels, Inc. ("SFI"),
System Energy Resources, Inc. ("System Energy"), Entergy
Operations, Inc. ("EOI"), Arkansas Power & Light Company
("AP&L"), Gulf States Utilities Company ("GSU"), Louisiana
Power & Light Company ("LP&L"), Mississippi Power & Light
Company ("MP&L") and New Orleans Public Service Inc.
("NOPSI") relating to, among other things, (i) the extension
of the operation of the Entergy System Money Pool ("Money
Pool"), (ii) the proposed loan by the Company from time to
time of available funds to AP&L, GSU, LP&L, MP&L, NOPSI,
ESI, SFI, System Energy and EOI through the Money Pool,
(iii) the proposed acquisition by the Company from AP&L,
GSU, LP&L, MP&L, NOPSI, ESI, SFI, System Energy and EOI of
promissory notes ("Money Pool Notes") in connection
therewith, (iv) the extension of the borrowing period under
the Loan Agreement, dated as of June 6, 1990, as amended,
between EOI and the Company ("EOI Loan Agreement"), (v) the
proposed loan by the Company from time to time of available
funds to EOI pursuant to the EOI Loan Agreement, (vi) the
proposed acquisition by the Company from EOI of a promissory
note ("EOI Note") in connection therewith, (vii) the
increase in the borrowing commitment and the extension of
the borrowing period under the Loan Agreement, dated as of
September 18, 1991, as amended, between ESI and the Company
("ESI Loan Agreement"), (viii) the proposed loan by the
Company from time to time of available funds to ESI pursuant
to the ESI Loan Agreement, (ix) the proposed acquisition by
the Company from ESI of a promissory note ("ESI Note") in
connection therewith, and (x) the proposed guarantee by the
Company of the obligations of EOI and ESI to one or more
banks, all as described in the Application-Declaration. We
are counsel for the Company and are of the opinion that:
(1) The Company is a corporation duly organized
and validly existing under the laws of the State of
Delaware.
(2) In the event that the proposed transactions
shall have been duly authorized by all necessary corporate
actions on the part of the Company and are consummated in
accordance with the Application-Declaration, as it may be
amended :
(a) insofar as the participation by the Company
in said proposed transactions is concerned, all state
laws applicable thereto will have been complied with;
(b) assuming that they will have been duly
authorized and legally issued, the Company will legally
acquire (i) the Money Pool Notes to be issued by AP&L,
GSU, LP&L, MP&L, NOPSI, ESI, SFI, System Energy and EOI
evidencing their respective borrowings from the Company
through the Money Pool, (ii) the EOI Note to be issued
by EOI evidencing its borrowings from the Company
pursuant to the EOI Loan Agreement and (iii) the ESI
Note to be issued by ESI evidencing its borrowings from
the Company pursuant to the ESI Loan Agreement;
(c) the guarantee to be issued by the Company in
connection with obligations of EOI and ESI to one or
more banks will, in each case, be a valid and binding
obligation of the Company in accordance with its terms;
and
(d) the consummation by the Company of the
proposed transactions 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,
although we have made a study of the laws of other states
insofar as they are involved in the conclusions stated
herein.
Our consent is hereby given to the filing of this
opinion as an exhibit to the Application-Declaration.
Very truly yours,
REID & PRIEST
EXHIBIT F-2
[Letterhead of Reid & Priest]
New York, New York
July 27, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We have reviewed the joint Application-Declaration
on Form U-1 to be filed by Entergy Services, Inc.
("Company"), Entergy Corporation ("Entergy"), System Fuels,
Inc. ("SFI"), System Energy Resources, Inc. ("System
Energy"), Entergy Operations, Inc. ("EOI"), Arkansas Power &
Light Company ("AP&L"), Gulf States Utilities Company
("GSU"), Louisiana Power & Light Company ("LP&L"),
Mississippi Power & Light Company ("MP&L") and New Orleans
Public Service Inc. ("NOPSI") relating to, among other
things, (i) the extension of the operation of the Entergy
System Money Pool ("Money Pool"), (ii) the proposed loan by
the Company from time to time of available funds to AP&L,
GSU, LP&L, MP&L, NOPSI, SFI, System Energy and EOI through
the Money Pool and the proposed acquisition by the Company
from AP&L, GSU, LP&L, MP&L, NOPSI, SFI, System Energy and
EOI of promissory notes ("Money Pool Notes") in connection
therewith, (iii) the proposed borrowings by the Company from
time to time through the Money Pool and the proposed
issuance by the Company to Entergy, AP&L, GSU, LP&L, MP&L,
NOPSI, SFI, System Energy and EOI of promissory notes
("Company Notes") in connection therewith, (iv) the increase
in the borrowing commitment and the extension of the
borrowing period under the Loan Agreement, dated as of
September 18, 1991, as amended, between the Company and
Entergy ("ESI Loan Agreement"), (v) the proposed borrowings
by the Company from time to time pursuant to the ESI Loan
Agreement and the proposed issuance by the Company to
Entergy of a promissory note ("ESI Note") in connection
therewith, (vi) the increase in the borrowing commitment and
the extension of the period during which the Company may
enter into external borrowing arrangements with one or more
banks, and (vii) the proposed borrowings by the Company from
time to time pursuant to such arrangements with such banks
and the proposed issuance by the Company of a promissory
note or notes in connection therewith ("Bank Notes"), all as
described in the Application-Declaration.
We are counsel for the Company and are of the
opinion that:
(1) The Company is a corporation duly organized
and validly existing under the laws of the State of
Delaware.
(2) In the event that the proposed transactions
are consummated in accordance with the Application-
Declaration, as it may be amended:
(a) insofar as the participation by the Company
in said proposed transactions is concerned, all state laws
applicable thereto will have been complied with;
(b) the Company Notes to be issued in connection
with borrowings by the Company through the Money Pool, the
ESI Note to be issued in connection with borrowings by the
Company pursuant to the ESI Loan Agreement, and the Bank
Notes to be issued in connection with borrowings by the
Company pursuant to borrowing arrangements with one or more
banks, will be valid and binding obligations of the Company
in accordance with their respective terms;
(c) assuming that they will have been duly
authorized and legally issued, the Company will legally
acquire the Money Pool Notes to be issued by AP&L, GSU,
LP&L, MP&L, NOPSI, SFI, System Energy and EOI evidencing
their respective borrowings from the Company through the
Money Pool; and
(d) the consummation by the Company of the
proposed transactions 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,
although we have made a study of the laws of other states
insofar as they are involved in the conclusions stated
herein.
Our consent is hereby given to the filing of this
opinion as an exhibit to the Application-Declaration.
Very truly yours,
REID & PRIEST
EXHIBIT F-3
[Letterhead of Wise Carter Child & Caraway]
July 27, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We have reviewed the joint Application-Declaration
on Form U-1 to be filed by Entergy Operations, Inc.
("Company"), Entergy Corporation ("Entergy"), Entergy
Services, Inc. ("ESI"), System Fuels, Inc. ("SFI"), System
Energy Resources, Inc. ("System Energy"), Arkansas Power &
Light Company ("AP&L"), Gulf States Utilities Company
("GSU"), Louisiana Power & Light Company ("LP&L"),
Mississippi Power & Light Company ("MP&L") and New Orleans
Public Service Inc. ("NOPSI") relating to, among other
things, (i) the extension of the operation of the Entergy
System Money Pool ("Money Pool"), (ii) the proposed loan by
the Company from time to time of available funds to AP&L,
GSU, LP&L, MP&L, NOPSI, ESI, SFI and System Energy through
the Money Pool and the proposed acquisition by the Company
from AP&L, GSU, LP&L, MP&L, NOPSI, ESI, SFI and System
Energy of promissory notes ("Money Pool Notes") in
connection therewith, (iii) the proposed borrowings by the
Company from time to time through the Money Pool and the
proposed issuance by the Company to Entergy, AP&L, GSU,
LP&L, MP&L, NOPSI, ESI, SFI and System Energy of promissory
notes ("Company Notes") in connection therewith, (iv) the
extension of the borrowing period under the Loan Agreement,
dated as of June 6, 1990, as amended, between the Company
and Entergy ("EOI Loan Agreement"), (v) the proposed
borrowings by the Company from time to time pursuant to the
EOI Loan Agreement and the proposed issuance by the Company
to Entergy of a promissory note ("EOI Note") in connection
therewith, (vi) the proposed transactions pursuant to which
the Company may enter into external borrowing arrangements
with one or more banks, and (vii) the proposed borrowings by
the Company from time to time pursuant to such arrangements
with such banks and the proposed issuance by the Company of
a promissory note or notes in connection therewith ("Bank
Notes"), all as described in the Application-Declaration.
We are General Counsel for the Company and are of
the opinion that:
(1) The Company is a corporation duly organized
and validly existing under the laws of the State of
Delaware.
(2) In the event that the proposed transactions
are consummated in accordance with the Application-
Declaration, as it may be amended:
(a) insofar as the participation by the Company
in said proposed transactions is concerned, all state laws
applicable thereto will have been complied with;
(b) the Company Notes to be issued in connection
with borrowings by the Company through the Money Pool, the
EOI Note to be issued in connection with borrowings by the
Company pursuant to the EOI Loan Agreement, and the Bank
Notes will be valid and binding obligations of the Company
in accordance with their respective terms;
(c) assuming that they will have been duly
authorized and legally issued,the Company will legally
acquire the Money Pool Notes to be issued by AP&L, GSU,
LP&L, MP&L, NOPSI, ESI, SFI and System Energy evidencing
their respective borrowings from the Company through the
Money Pool; and
(d) the consummation by the Company of the
proposed transactions 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 Mississippi Bar and do not
hold ourselves out as experts on the laws of any other
state, although we have made a study of the laws of other
states insofar as they are involved in the conclusions
stated herein.
Our consent is hereby given to the filing of this
opinion as an exhibit to the Application-Declaration.
Very truly yours,
WISE CARTER CHILD & CARAWAY,
Professional Association
EXHIBIT F-4
[Letterhead of Reid & Priest]
New York, New York
July 27, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We have reviewed the joint Application-Declaration
on Form U-1 to be filed by System Fuels, Inc. ("Company"),
Entergy Corporation ("Entergy"), Entergy Services, Inc.
("ESI"), System Energy Resources, Inc. ("System Energy"),
Entergy Operations, Inc. ("EOI"), Arkansas Power & Light
Company ("AP&L"), Gulf States Utilities Company ("GSU"),
Louisiana Power & Light Company ("LP&L"), Mississippi Power
& Light Company ("MP&L") and New Orleans Public Service Inc.
("NOPSI") relating to, among other things, (i) the extension
of the operation of the Entergy System Money Pool ("Money
Pool"), (ii) the proposed loan by the Company from time to
time of available funds to AP&L, GSU, LP&L, MP&L, NOPSI,
ESI, System Energy and EOI through the Money Pool and the
proposed acquisition by the Company from AP&L, GSU, LP&L,
MP&L, NOPSI, ESI, System Energy and EOI of promissory notes
("Money Pool Notes") in connection therewith, (iii) the
proposed borrowings by the Company from time to time through
the Money Pool and the proposed issuance by the Company to
Entergy, AP&L, GSU, LP&L, MP&L, NOPSI, ESI, System Energy
and EOI of promissory notes ("Company Notes") in connection
therewith, all as described in the Application-Declaration.
We are counsel for the Company and are of the
opinion that:
(1) The Company is a corporation duly organized
and validly existing under the laws of the State of
Louisiana.
(2) In the event that the proposed transactions
are consummated in accordance with the Application-
Declaration, as it may be amended:
(a) insofar as the participation by the Company
in said proposed transactions is concerned, all state
laws applicable thereto will have been complied with;
(b) the Company Notes to be issued in connection
with borrowings by the Company through the Money Pool
will be valid and binding obligations of the Company in
accordance with their respective terms;
(c) assuming that they will have been duly
authorized and legally issued, the Company will legally
acquire the Money Pool Notes to be issued by AP&L, GSU,
LP&L, MP&L, NOPSI, ESI, System Energy and EOI
evidencing their respective borrowings from the Company
through the Money Pool; and
(d) the consummation by the Company of the
proposed transactions 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,
although we have made a study of the laws of other states
insofar as they are involved in the conclusions stated
herein.
Our consent is hereby given to the filing of this
opinion as an exhibit to the Application-Declaration.
Very truly yours,
REID & PRIEST
EXHIBIT F-5
[Letterhead of Reid & Priest]
New York, New York
July 27, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We have reviewed the joint Application-Declaration
on Form U-1 to be filed by System Energy Resources, Inc.
("Company"), Entergy Corporation ("Entergy"), Entergy
Services, Inc. ("ESI"), System Fuels, Inc. ("SFI"), Entergy
Operations, Inc. ("EOI"), Arkansas Power & Light Company
("AP&L"), Gulf States Utilities Company ("GSU"), Louisiana
Power & Light Company ("LP&L"), Mississippi Power & Light
Company ("MP&L") and New Orleans Public Service Inc.
("NOPSI") relating to, among other things, (i) the extension
of the operation of the Entergy System Money Pool ("Money
Pool"), (ii) the proposed loan by the Company from time to
time of available funds to AP&L, GSU, LP&L, MP&L, NOPSI,
ESI, SFI and EOI through the Money Pool and the proposed
acquisition by the Company from AP&L, GSU, LP&L, MP&L,
NOPSI, ESI, SFI and EOI of promissory notes ("Money Pool
Notes") in connection therewith, (iii) the proposed
borrowings by the Company from time to time through the
Money Pool and the proposed issuance by the Company to
Entergy, AP&L, GSU, LP&L, MP&L, NOPSI, ESI, SFI and EOI of
promissory notes ("Company Notes") in connection therewith,
and (iv) the proposed issuance and sale by the Company from
time to time of promissory notes ("Bank Notes") to banks and
of commercial paper ("Commercial Paper Notes") to a
commercial paper dealer, all as described in the Application-
Declaration.
We are counsel for the Company and are of the
opinion that:
(1) The Company is a corporation duly organized
and validly existing under the laws of the State of
Arkansas.
(2) In the event that the proposed transactions
are consummated in accordance with the Application-
Declaration, as it may be amended:
(a) insofar as the participation by the Company
in said proposed transactions is concerned, all state
laws applicable thereto will have been complied with;
(b) the Company Notes, the Bank Notes and the
Commercial Paper Notes to be issued by the Company will
be valid and binding obligations of the Company in
accordance with their respective terms;
(c) assuming that they will have been duly
authorized and legally issued, the Company will legally
acquire the Money Pool Notes to be issued by AP&L, GSU,
LP&L, MP&L, NOPSI, ESI, SFI and EOI evidencing their
respective borrowings from the Company through the
Money Pool; and
(d) the consummation by the Company of the
proposed transactions 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,
although we have made a study of the laws of other states
insofar as they are involved in the conclusions stated
herein.
Our consent is hereby given to the filing of this
opinion as an exhibit to the Application-Declaration.
Very truly yours,
REID & PRIEST
EXHIBIT F-6
[Letterhead of Friday, Eldredge & Clark]
July 27, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We have reviewed the joint Application-Declaration
on Form U-1 to be filed by Arkansas Power & Light Company
("Company"), Entergy Corporation ("Entergy"), Entergy
Services, Inc. ("ESI"), System Fuels, Inc. ("SFI"), System
Energy Resources, Inc. ("System Energy"), Entergy
Operations, Inc. ("EOI"), Gulf States Utilities Company
("GSU"), Louisiana Power & Light Company ("LP&L"),
Mississippi Power & Light Company ("MP&L") and New Orleans
Public Service Inc. ("NOPSI") relating to (i) the extension
of the operation of the Entergy System Money Pool ("Money
Pool"), (ii) the proposed loan by the Company from time to
time of available funds to GSU, LP&L, MP&L, NOPSI, ESI, SFI,
System Energy and EOI through the Money Pool and the
proposed acquisition by the Company from GSU, LP&L, MP&L,
NOPSI, ESI, SFI, System Energy and EOI of promissory notes
("Money Pool Notes") in connection therewith, (iii) the
proposed borrowings by the Company from time to time through
the Money Pool and the proposed issuance by the Company to
Entergy, GSU, LP&L, MP&L, NOPSI, ESI, SFI, System Energy and
EOI of promissory notes ("Company Notes") in connection
therewith, and (iv) the proposed issuance and sale by the
Company from time to time of promissory notes ("Bank Notes")
to banks and of commercial paper ("Commercial Paper Notes")
to a commercial paper dealer, all as described in the
Application-Declaration.
We are counsel for the Company and are of the
opinion that:
(1) The Company is a corporation duly organized
and validly existing under the laws of the State of
Arkansas.
(2) In the event that the proposed transactions
are consummated in accordance with the Application-
Declaration, as it may be amended:
(a) insofar as the participation by the Company
in such transactions is concerned, all state laws
applicable thereto will have been complied with;
(b) the Company Notes, the Bank Notes and the
Commercial Paper Notes to be issued by the Company will
be valid and binding obligations of the Company in
accordance with their respective terms;
(c) assuming that they will have been duly
authorized and validly issued, the Company will legally
acquire the Money Pool Notes to be issued by GSU, LP&L,
MP&L, NOPSI, ESI, SFI, System Energy and EOI evidencing
their respective borrowings from the Company through
the Money Pool; and
(d) the consummation by the Company of the
proposed transactions 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.
Our consent is hereby given to the filing of this
opinion as an exhibit to the Application-Declaration.
Very truly yours,
FRIDAY, ELDREDGE & CLARK
EXHIBIT F-7
[Letterhead of Monroe & Lemann]
July 27, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We have reviewed the joint Application-Declaration
on Form U-1 to be filed by Louisiana Power & Light Company
("LP&L"), New Orleans Public Service Inc. ("NOPSI"), Entergy
Corporation ("Entergy"), Entergy Services, Inc. ("ESI"),
System Fuels, Inc. ("SFI"), System Energy Resources, Inc.
("System Energy"), Entergy Operations, Inc. ("EOI"),
Arkansas Power & Light Company ("AP&L"), Gulf States
Utilities Company ("GSU") and Mississippi Power & Light
Company ("MP&L") relating to (i) the extension of the
operation of the Entergy System Money Pool ("Money Pool"),
(ii) the proposed loan by LP&L from time to time of
available funds to AP&L, GSU, MP&L, NOPSI, ESI, SFI, System
Energy and EOI through the Money Pool and by NOPSI from time
to time of available funds to AP&L, GSU, LP&L, MP&L, ESI,
SFI, System Energy and EOI through the Money Pool and the
proposed acquisition by LP&L from AP&L, GSU, MP&L, NOPSI,
ESI, SFI, System Energy and EOI and by NOPSI from AP&L, GSU,
LP&L, MP&L, ESI, SFI, System Energy and EOI of promissory
notes ("Money Pool Notes") in connection therewith, (iii)
the proposed borrowings by LP&L and NOPSI from time to time
through the Money Pool and the proposed issuance by LP&L to
Entergy, AP&L, GSU, MP&L, NOPSI, ESI, SFI, System Energy and
EOI and by NOPSI to Entergy, AP&L, GSU, LP&L, MP&L, ESI,
SFI, System Energy and EOI of promissory notes ("Company
Notes") in connection therewith and (iv) the proposed
issuance and sale by LP&L and NOPSI from time to time of
promissory notes ("Bank Notes") to banks and of commercial
paper ("Commercial Paper Notes") to a commercial paper
dealer, all as described in the Application-Declaration.
We are General Counsel for LP&L and Counsel for
NOPSI and are of the opinion that:
(1) LP&L and NOPSI are each a corporation duly
organized and validly existing under the laws of the State
of Louisiana.
(2) In the event that the proposed transactions
are consummated in accordance with the Application-
Declaration, as it may be amended:
(a) insofar as the participation by LP&L and
NOPSI in said transactions is concerned, all state laws
applicable thereto will have been complied with;
(b) the Company Notes, the Bank Notes and the
Commercial Paper Notes to be issued by LP&L and by
NOPSI will be valid and binding obligations of LP&L and
of NOPSI, respectively, in accordance with their
respective terms;
(c) assuming that they will have been duly
authorized and validly issued, LP&L will legally
acquire the Money Pool Notes to be issued by AP&L, GSU,
MP&L, NOPSI, ESI, SFI, System Energy and EOI evidencing
their respective borrowings from LP&L through the Money
Pool and NOPSI will legally acquire the Money Pool
Notes to be issued by AP&L, GSU, LP&L, MP&L, ESI, SFI,
System Energy and EOI evidencing their respective
borrowings from NOPSI through the Money Pool; and
(d) the consummation by LP&L and NOPSI of the
proposed transactions will not violate the legal rights
of the holders of any securities issued by LP&L and
NOPSI, respectively, or any associate company thereof.
We are members of the Louisiana Bar and do not
hold ourselves out as experts on the laws of any other
state.
Our consent is hereby given to the filing of this
opinion as an exhibit to the Application-Declaration.
Very truly yours,
MONROE & LEMANN
EXHIBIT F-8
[Letterhead of Wise Carter Child & Caraway]
July 27, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We have reviewed the joint Application-Declaration
on Form U-1 to be filed by Mississippi Power & Light Company
("Company"), Entergy Corporation ("Entergy"), Entergy
Services, Inc. ("ESI"), System Fuels, Inc. ("SFI"), System
Energy Resources, Inc. ("System Energy"), Entergy
Operations, Inc. ("EOI"), Arkansas Power & Light Company
("AP&L"), Gulf States Utilities Company ("GSU"), Louisiana
Power & Light Company ("LP&L"), and New Orleans Public
Service Inc. ("NOPSI") relating to (i) the extension of the
operation of the Entergy System Money Pool ("Money Pool"),
(ii) the proposed loan by the Company from time to time of
available funds to AP&L, GSU, LP&L, NOPSI, ESI, SFI, System
Energy and EOI through the Money Pool and the proposed
acquisition by the Company from AP&L, GSU, LP&L, NOPSI, ESI,
SFI, System Energy and EOI of promissory notes ("Money Pool
Notes") in connection therewith, (iii) the proposed
borrowings by the Company from time to time through the
Money Pool and the proposed issuance by the Company to
Entergy, AP&L, GSU, LP&L, NOPSI, ESI, SFI, System Energy and
EOI of promissory notes ("Company Notes") in connection
therewith, and (iv) the proposed issuance and sale by the
Company from time to time of promissory notes ("Bank Notes")
to banks and of commercial paper ("Commercial Paper Notes")
to a commercial paper dealer, all as described in the
Application-Declaration.
We are General Counsel for the Company and are of
the opinion that:
(1) The Company is a corporation duly organized
and validly existing under the laws of the State of
Mississippi.
(2) In the event that the proposed transactions
are consummated in accordance with the Application-
Declaration, as it may be amended:
(a) insofar as the participation by the Company
in said proposed transactions is concerned, all state
laws applicable thereto will have been complied with;
(b) the Company Notes, the Bank Notes and the
Commercial Paper Notes to be issued by the Company will
be valid and binding obligations of the Company in
accordance with their respective terms;
(c) assuming that they will have been duly
authorized and legally issued, the Company will legally
acquire the Money Pool Notes to be issued by AP&L, GSU,
LP&L, NOPSI, ESI, SFI, System Energy and EOI evidencing
their respective borrowings from the Company through
the Money Pool; and
(d) the consummation by the Company of the
proposed transactions 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 Mississippi Bar and do not
hold ourselves out as experts on the laws of any other
state.
Our consent is hereby given to the filing of this
opinion as an exhibit to the Application-Declaration.
Very truly yours,
WISE CARTER CHILD & CARAWAY,
Professional Association
EXHIBIT F-9
[Letterhead of Orgain, Bell & Tucker, L.L.P.]
July 22, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We have reviewed the joint Application-Declaration
on Form U-1 to be filed by Gulf States Utilities Company
("Company"), Entergy Corporation ("Entergy"), Entergy
Services, Inc. ("ESI"), System Fuels, Inc. ("SFI"), System
Energy Resources, Inc. ("SERI"), Entergy Operations, Inc.
("EOI"), Arkansas Power & Light Company ("AP&L"), Louisiana
Power & Light Company ("LP&L"), Mississippi Power & Light
Company ("MP&L") and New Orleans Public Service Inc.
("NOPSI") relating to (i) the extension of the operation of
the Entergy System Money Pool ("Money Pool"), (ii) the
proposed loan by the Company from time to time of available
funds to AP&L, LP&L, MP&L, NOPSI, ESI, SFI, SERI and EOI
through the Money Pool and the proposed acquisition by the
Company from AP&L, LP&L, MP&L, NOPSI, ESI, SFI, SERI and EOI
of promissory notes ("Money Pool Notes") in connection
therewith, (iii) the proposed borrowings by the Company from
time to time through the Money Pool and the proposed
issuance by the Company to Entergy, AP&L, LP&L, MP&L, NOPSI,
ESI, SFI, SERI and EOI of promissory notes ("Company Notes")
in connection therewith, and (iv) the proposed issuance and
sale by the Company from time to time of promissory notes
("Bank Notes") to banks and of commercial paper ("Commercial
Paper Notes") to a commercial paper dealer, all as described
in the Amendment. We have assumed that none of the proposed
transactions will be subject to applicable usury laws.
We are counsel for the Company and are of the
opinion that:
(1) The Company is a corporation duly organized
and validly existing under the laws of the State of Texas.
(2) In the event that the proposed transactions
are consummated in accordance with the Application-
Declaration, as it may be amended, and such transactions are
duly authorized by the Securities and Exchange Commission:
(a) insofar as the participation by the Company in
said proposed transactions is concerned, all state laws
of Texas applicable thereto will have been complied
with;
(b) the Company Notes, the Bank Notes and the
Commercial Paper Notes to be issued by the Company will
be valid and binding obligations of the Company in
accordance with their respective terms;
(c) assuming that they will have been duly authorized
and legally issued, the Company will legally acquire
the Money Pool Notes to be issued by AP&L, LP&L, MP&L,
NOPSI, ESI, SFI, SERI and EOI evidencing their
respective borrowings from the Company through the
Money Pool; and
(d) the consummation by the Company of the proposed
transactions will not violate the legal rights of the
holders of any securities issued by the Company.
We are members of the Texas Bar and do not hold
ourselves out as experts on the laws of any other state.
Our consent is hereby given to the filing of this
opinion as an exhibit to the Application-Declaration.
Very truly yours,
ORGAIN, BELL & TUCKER, L.L.P.
EXHIBIT G
[Suggested Form of Notice of Proposed Transactions]
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- ; 70- )
Entergy Corporation, et al.
Notice of Proposal to Continue System Money Pool and to Sell
Short-Term Notes to Banks and Commercial Paper Dealers; Notice of
Proposed Amendment to Loan Agreement and Issuance of New Note
thereunder by Subsidiary Nuclear Service Company and Acquisition
of New Note by Holding Company; Notice of Proposed Amendment to
Loan Agreement and Issuance of New Note thereunder by Subsidiary
Service Company and Acquisition of New Note by Holding Company;
Proposed Holding Company Guarantees.
Entergy Corporation ("Entergy"), 225 Baronne Street,
New Orleans, Louisiana 70112, a registered holding company; its
service company subsidiary, Entergy Services, Inc. ("ESI"), 639
Loyola Avenue, New Orleans, Louisiana 70113; Arkansas Power &
Light Company ("AP&L"), 425 West Capitol, 40th Floor, Little
Rock, Arkansas 72201; Gulf States Utilities Company ("GSU"), 350
Pine Street, Beaumont, Texas 77704; Louisiana Power & Light
Company ("LP&L"), 639 Loyola Avenue, New Orleans, Louisiana
70113; Mississippi Power & Light Company ("MP&L"), 308 East Pearl
Street, Jackson, Mississippi 39201; and New Orleans Public
Service Inc. ("NOPSI"), 639 Loyola Avenue, New Orleans, Louisiana
70113; each an operating subsidiary of Entergy (collectively,
"Operating Companies"), the Entergy System's fuel supply
subsidiary, System Fuels, Inc. ("System Fuels"), Three Lakeway
Center, 3838 North Causeway Blvd. Metairie, Louisiana 70003;
System Energy Resources, Inc. ("System Energy"), 1340 Echelon
Parkway, Jackson, Mississippi 39213; Entergy's generating company
subsidiary, and Entergy Operations, Inc. ("EOI"), 1340 Echelon
Parkway, Jackson, Mississippi 39213, the nuclear power plant
operations services subsidiary of Entergy (collectively,
"Participating Companies"), have filed an application-declaration
with this Commission under Sections 6(a), 7, 9(a), 10, and 12(b)
of the Public Utility Holding Company Act of 1935 ("Act") and
Rules 40, 43 and 45 thereunder.
Each of the Participating Companies proposes, through
November 30, 1996, to lend money to the Entergy System money pool
("Money Pool"). The Operating Companies, System Energy, System
Fuels, EOI, and ESI further propose, through November 30, 1996,
to borrow from the Money Pool and in the cases of the Operating
Companies and System Energy, to issue unsecured promissory notes
to banks ("Notes") and commercial paper to commercial paper
dealers ("Commercial Paper").
Total borrowings through the Money Pool by ESI, EOI and
System Fuels will not exceed, at any one time outstanding,
amounts equal to the aggregate unused portions of lines of credit
then available to these companies and/or other borrowing
arrangements approved by the Commission. Total borrowings by the
Operating Companies and System Energy through the Money Pool, the
issuance and sale of the Notes and Commercial Paper will not
exceed: (1) $125 million for AP&L; (2) $125 million for GSU (3)
$150 million for LP&L; (4) $100 million for MP&L; (5) $39 million
for NOPSI, and (6) $125 million for System Energy, in any
combination thereof.
The Notes will mature in less than one year from the
date of issuance and will bear interest at a rate per annum
selected, from time to time, from a number of specified interest
rate options. The Commercial Paper will be in the form of
unsecured promissory notes having varying maturities of not in
excess of 270 days.
The proceeds of the proposed borrowings will be used to
provide interim financing for construction expenditures, to meet
long-term debt maturities and satisfy sinking fund requirements,
and for the possible refunding, redemption, purchase or other
acquisition of all or a portion of certain outstanding series of
high-cost debt and preferred stock.
By orders dated June 6, 1990 (H.C.A.R. No. 35-25100),
April 29, 1992 (H.C.A.R. No. 35-25526) and November 18, 1992
(H.C.A.R. 35-25680), EOI was authorized to borrow up to an
aggregate principal amount of $15 million (subject to increase to
$20 million with further Commission approval) through November
30, 1994 at any one time outstanding under a loan agreement
entered into with Entergy ("EOI Loan Agreement") or with one or
more banks. The bank borrowings would correspondingly reduce the
amount of Entergy's commitment to EOI under the EOI Loan
Agreement.
EOI requests authorization to extend the borrowing
period through November 30, 1996 pursuant to (a) the EOI Loan
Agreement ("New EOI Loan Agreement") and (b) a new loan agreement
with one or more banks ("New EOI Bank Loan Agreements"). ESI's
borrowings under the New EOI Bank Loan Agreements would
correspondingly reduce the amount of Entergy's commitment to EOI
under the New EOI Loan Agreement.
EOI's proposed borrowings under the New EOI Loan
Agreement will be in addition to EOI's borrowings from time-to-
time through the Money Pool, as discussed above. However, the
aggregate principal amount of borrowings by EOI outstanding at
any one time pursuant to the New EOI Loan Agreement, through the
Money Pool, and through such other borrowing arrangements as may
hereafter be entered into by EOI pursuant to Commission
authorization shall not exceed $15 million (subject to increase
to $20 million with further Commission approval). Further, the
aggregate principal amount of borrowings by EOI outstanding at
any one time through the Money Pool shall not exceed an amount
equal to the aggregate unused portion of the line(s) of credit
then available to EOI pursuant to the New EOI Loan Agreement
and/or such other borrowing arrangements as may hereafter be
entered into by EOI and authorized by the Commission.
Borrowings under the New EOI Loan Agreement will be
evidenced by the issuance of a note ("New EOI Note") by EOI to
Entergy. The New EOI Note will represent EOI's obligations to
pay the aggregate unpaid principal amount of all loans made under
the New EOI Loan Agreement up to $15 million (subject to increase
to $20 million with further Commission approval), plus accrued
interest. The New EOI Note will mature on November 30, 1996 and
will bear interest, payable quarterly, on the unpaid principal
amount, at the prime rate of interest publicly announced from
time-to-time by Chemical Banking Corporation in New York, New
York. The New EOI Note may be prepaid at any time in whole or in
part without premium or penalty.
Borrowings under the New EOI Bank Loan Agreements will
be evidenced by the issuance of unsecured promissory notes ("Bank
Notes") by EOI to one or more banks in an aggregate principal
amount of up to $15 million at any one time outstanding (subject
to increase to $20 million with further Commission approval).
The Bank Notes will be payable not later than November 30, 1996
and will be prepayable, in whole or in part, at any time without
premium or penalty. The Bank Notes will bear interest at a rate
per annum selected, from time to time, from a number of specified
interest rate options.
Entergy requests authorization to guarantee EOI's
obligations under the New EOI Bank Loan Agreements.
By orders dated September 17, 1991 (H.C.A.R. No. 35-
25376), October 23, 1991 (H.C.A.R. No. 35-25395) and November 18,
1992 (H.C.A.R. 35-25680), ESI was authorized to borrow up to an
aggregate principal amount of $90 million through November 30,
1994 at any one time outstanding under a loan agreement entered
into with Entergy ("ESI Loan Agreement") or with one or more
banks. The bank borrowings would correspondingly reduce the
amount of Entergy's commitment to ESI under the ESI Loan
Agreement.
ESI requests authorization to increase the borrowing
commitment from $90 million to $150 million and extend the
borrowing period through November 30, 1996 pursuant to (a) the
ESI Loan Agreement ("New ESI Loan Agreement") and (b) a new loan
agreement with one or more banks ("New ESI Bank Loan
Agreements"). ESI's borrowings under the New ESI Bank Loan
Agreements would correspondingly reduce the amount of Entergy's
commitment to ESI under the New ESI Loan Agreement.
ESI's proposed borrowings under the New ESI Loan
Agreement will be in addition to ESI's borrowings from time to
time through the Money Pool, as discussed above. However, the
aggregate principal amount of borrowings by ESI outstanding at
any one time pursuant to the New ESI Loan Agreement, through the
Money Pool, and through such other borrowing arrangements as may
hereafter be entered into by ESI pursuant to Commission
authorization shall not exceed $150 million. Further, the
aggregate principal amount of borrowings by ESI outstanding at
any one time through the Money Pool shall not exceed an amount
equal to the aggregate unused portion of the line(s) of credit
then available to ESI pursuant to the New ESI Loan Agreement
and/or such other borrowing arrangements as may hereafter be
entered into by ESI and authorized by the Commission.
Borrowings under the New ESI Loan Agreement will be
evidenced by the issuance of a new note ("New ESI Note") by ESI
to Entergy. The New ESI Note will represent ESI's obligations to
pay the aggregate unpaid principal amount of all loans made under
the New ESI Loan Agreement up to $150 million, plus accrued
interest. The New ESI Note will mature on November 30, 1996 and
will bear interest, payable quarterly, on the unpaid principal
amount, at the prime rate of interest publicly announced from
time to time by Chemical Banking Corporation in New York, New
York. The New ESI Note will be prepayable at any time, in whole
or in part at any time, without premium or penalty.
Borrowings under the New ESI Bank Loan Agreements will
be evidenced by the issuance of Bank Notes by ESI to one or more
banks in an aggregate principal amount of up to $150 million at
any one time outstanding. The Bank Notes will be payable not
later than November 30, 1996 and will be prepayable, in whole or
in part, at any time without premium or penalty. The Bank Notes
will bear interest at a rate per annum selected, from time to
time, from a number of specified interest rate options.
Entergy requests authorization to guarantee ESI's
obligations under the New ESI Bank Loan Agreements.
The Application-Declaration and any amendments thereto
are available for public inspection through the Commission's
Office of Public Reference. Interested persons wishing to
comment or request a hearing should submit their views in writing
by , 1994, to the Secretary, Securities and Exchange
Commission, Washington, D.C. 20549, and serve a copy on the
applicants and declarants at the address specified above. Proof
of service (by affidavit or, in case of an attorney at law, by
certificate) should be filed with the request. Any request for a
hearing shall identify specifically the issues of fact or law
that are disputed. A person who so requests will be notified of
any hearing, if ordered, and will receive a copy of any notice or
order issued in this matter. After said date, the Application-
Declaration, as filed or as amended, may be granted and/or
permitted to become effective.
For the Commission, by the Division of Investment
Management, pursuant to delegated authority.
___________________________
Secretary
<PAGE>
FINANCIAL STATEMENTS
_________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-1
ARKANSAS POWER & LIGHT COMPANY
___________________________________________
AS OF MARCH 31, 1994
(Unaudited)
_____________________________________________
Pages 1 through 5
<PAGE>
ARKANSAS POWER & LIGHT COMPANY
JOURNAL ENTRIES
(In Thousands)
Entry No. 1
Cash $93,008
Notes Payable - Associated Companies $93,008
To give effect to the borrowing of $93,008 from the Money Pool
($31,992 currently borrowed, maximum borrowing requested $125,000).
Entry No. 2
Other Interest Expense $3,646
Cash $3,646
To record the annual interest expense on notes payable of $93,008
under the proposed borrowing based on an interest rate of 3.92%.
Entry No. 3
Cash $1,430
Income Taxes $1,430
To give effect to the reduction in income taxes due to increased
interest expense in connection with this filing:
Increase in expense $3,646
Statutory Composite Federal
and State Income Tax Rate
of 39.23% $1,430
Entry No. 4
Temporary Cash Investments $90,792
Cash $90,792
To record the transfer of funds from Cash to Temporary Cash Investments
Investments are assumed to be short-term since the proceeds from this
transaction will be used to fund construction expenditures, to meet
long-term debt maturities and to satisfy sinking fund requirements
and for other lawful corporate purposes. Consequently, any resulting
interest income would be immaterial.
<PAGE>
<TABLE>
ARKANSAS POWER & LIGHT COMPANY
PRO FORMA BALANCE SHEET
MARCH 31, 1994
(Unaudited)
<CAPTION>
Adjustments to Reflect
Transactions Proposed
-------------------------------------
Before In Present After
ASSETS Transaction Filing Transaction
----------- ---------- -----------
(In Thousands)
<S> <C> <C> <C>
Utility Plant:
Electric $4,107,725 $4,107,725
Property under capital leases 61,608 61,608
Construction work in progress 221,518 221,518
Nuclear fuel under capital leases 96,411 96,411
---------- ------- ----------
Total 4,487,262 4,487,262
Less - Accumulated depreciation
and amortization 1,634,841 1,634,841
---------- ------- ----------
Utility plant - net 2,852,421 2,852,421
---------- ------- ----------
Other Property and Investments:
Investment in subsidiary companies
- at equity 11,232 11,232
Decommissioning trust fund 126,294 126,294
Other - at cost (less accumulated
depreciation) 4,337 4,337
---------- ------- ----------
Total 141,863 141,863
---------- ------- ----------
Current Assets:
Cash and cash equivalents:
Cash 33,223 33,223
Temporary cash investments - at cost,
which approximates market -
associated companies - $90,792 90,792
---------- ------- ----------
Total cash and cash equivalents 33,223 90,792 124,015
Accounts receivable:
Customer (less allowance for
doubtful accounts of $2.1 million) 58,607 58,607
Associated companies 25,140 25,140
Other 12,177 12,177
Accrued unbilled revenues 70,290 70,290
Fuel inventory - at average cost 39,225 39,225
Materials and supplies-at average cost 81,266 81,266
Rate deferrals 97,080 97,080
Deferred excess capacity 9,210 9,210
Prepayments and other 23,184 23,184
---------- ------- ----------
Total 449,402 90,792 540,194
---------- ------- ----------
Deferred Debits and Other Assets:
Rate deferrals 446,832 446,832
Deferred excess capacity 26,180 26,180
SFAS 109 regulatory asset - net 243,924 243,924
Unamortized loss on reacquired debt 59,346 59,346
Other 114,333 114,333
---------- ------- ----------
Total 890,615 890,615
---------- ------- ----------
TOTAL $4,334,301 $90,792 $4,425,093
========== ======= ==========
</TABLE>
<PAGE>
<TABLE>
ARKANSAS POWER & LIGHT COMPANY
PRO FORMA BALANCE SHEET
MARCH 31, 1994
(Unaudited)
<CAPTI0N>
Adjustments to Reflect
Transactions Proposed
--------------------------------------
Before In Present After
CAPITALIZATION AND LIABILITIES Transactions Filing Transactions
------------ ---------- ------------
(In Thousands)
<S> <C> <C> <C>
Capitalization:
Common stock, $0.01 par value,
authorized 325,000,000 shares; issued
and outstanding 46,980,196 shares $470 $470
Paid-in capital 590,844 590,844
Retained earnings 452,416 ($2,216) 450,200
---------- ------- ----------
Total common shareholder's equity 1,043,730 (2,216) 1,041,514
Preferred stock
Without sinking fund 176,350 176,350
With sinking fund 65,027 65,027
Long-term debt 1,315,548 1,315,548
---------- ------- ----------
Total 2,600,655 (2,216) 2,598,439
---------- ------- ----------
Other Noncurrent Liabilities:
Obligations under capital leases 97,082 97,082
Other 51,871 51,871
---------- ------- ----------
Total 148,953 148,953
---------- ------- ----------
Current Liabilities:
Currently maturing long-term debt 3,020 3,020
Notes payable:
Associated companies 31,992 93,008 125,000
Other 667 667
Accounts payable:
Associated companies 38,122 38,122
Other 74,941 74,941
Customer deposits 15,234 15,234
Taxes accrued 63,180 63,180
Accumulated deferred income taxes 33,469 33,469
Interest accrued 31,076 31,076
Dividends declared 4,883 4,883
Nuclear refueling reserve 5,024 5,024
Co-owner advances 39,438 39,438
Deferred fuel cost 15,951 15,951
Obligations under capital leases 60,937 60,937
Other 24,158 24,158
---------- ------- ----------
Total 442,092 93,008 535,100
---------- ------- ----------
Deferred Credits:
Accumulated deferred income taxes 876,561 876,561
Accumulated deferred investment
tax credits 151,798 151,798
Other 114,242 114,242
---------- ------- ----------
Total 1,142,601 1,142,601
---------- ------- ----------
TOTAL $4,334,301 $90,792 $4,425,093
========== ======= ==========
</TABLE>
<PAGE>
<TABLE>
ARKANSAS POWER & LIGHT COMPANY
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED MARCH 31, 1994
(Unaudited)
<CAPTION>
Adjustments to Reflect
Transactions Proposed
--------------------------------------
Before In Present After
Transactions Filing Transactions
------------ ---------- ------------
(In Thousands)
<S> <C> <C> <C>
Operating Revenues: $1,615,919 $1,615,919
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses 262,505 262,505
Purchased power 359,230 359,230
Nuclear refueling outage expenses 35,428 35,428
Other operation and maintenance 360,319 360,319
Depreciation and decommissioning 137,817 137,817
Taxes other than income taxes 30,361 30,361
Income taxes 19,456 ($1,430) 18,026
Amortization of rate deferrals 166,868 166,868
---------- ------- ----------
Total 1,371,984 (1,430) 1,370,554
---------- ------- ----------
Operating Income 243,935 1,430 245,365
---------- ------- ----------
Other Income (Deductions):
Allowance for equity funds used
during construction 3,502 3,502
Miscellaneous - net 64,371 64,371
Income taxes - (debit) (27,983) (27,983)
---------- ------- ----------
Total 39,890 39,890
---------- ------- ----------
Interest Charges:
Interest on long-term debt 105,735 105,735
Other interest - net 14,817 3,646 18,463
Allowance for borrowed funds
used during construction (2,331) (2,331)
---------- ------- ----------
Total 118,221 3,646 121,867
---------- ------- ----------
Net Income 165,604 (2,216) 163,388
Preferred stock dividend requirements
and other 20,498 20,498
---------- ------- ----------
Earnings applicable to Common Stock $145,106 ($2,216) $142,890
========== ======= ==========
</TABLE>
<PAGE>
<TABLE>
ARKANSAS POWER & LIGHT COMPANY
PRO FORMA STATEMENT OF RETAINED EARNINGS
TWELVE MONTHS ENDED MARCH 31, 1994
(Unaudited)
Adjustments to Reflect
Transactions Proposed
--------------------------------------
Before In Present After
Transactions Filing Transactions
------------ ---------- ------------
(In Thousands)
<S> <C> <C> <C>
Retained Earnings - Beginning of period $459,809 $459,809
Add - Net Income (loss) 165,604 ($2,216) 163,388
-------- ------- --------
Total 625,413 (2,216) 623,197
-------- ------- --------
Deduct - Dividends declared:
Preferred stock 20,498 20,498
Common stock 152,499 152,499
-------- ------- --------
Total 172,997 172,997
-------- ------- --------
Retained Earnings - End of period $452,416 ($2,216) $450,200
======== ======= ========
</TABLE>
<PAGE>
FINANCIAL STATEMENTS
_________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-1
GULF STATES UTILITIES COMPANY
___________________________________________
AS OF MARCH 31, 1994
(Unaudited)
_____________________________________________
Pages 1 through 5
<PAGE>
GULF STATES UTILITIES COMPANY
JOURNAL ENTRIES
(In Thousands)
Entry No. 1
Cash $125,000
Notes Payable - Associated Companies $125,000
To give effect to the borrowing of $125,000 from the Money Pool.
Entry No. 2
Other Interest Expense $4,900
Cash $4,900
To record the annual interest expense on notes payable of $125,000
under the proposed borrowing based on an interest rate of 3.92%.
Entry No. 3
Cash $1,981
Income Taxes $1,981
To give effect to the reduction in income taxes due to increased
interest expense in connection with this filing:
Increase in expense $4,900
Statutory Composite Federal
and State Income Tax Rate
of 40.43% $1,981
Entry No. 4
Temporary Cash Investments $122,081
Cash $122,081
To record the transfer of funds from Cash to Temporary Cash Investments.
Investments are assumed to be short-term since the proceeds from this
transaction will be used to fund construction expenditures, to meet
long-term debt maturities and to satisfy sinking fund requirements
and for other lawful corporate purposes. Consequently, any resulting
interest income would be immaterial.
<PAGE>
<TABLE>
GULF STATES UTILITIES COMPANY
PRO FORMA BALANCE SHEET
MARCH 31, 1994
(Unaudited)
<CAPTION>
Adjustments to Reflect
Transactions Proposed
------------------------------------
Before In Present After
ASSETS Transaction Filing Transaction
----------- ---------- -----------
(In Thousands)
<S> <C> <C> <C>
Utility Plant:
Electric $6,836,203 $6,836,203
Natural gas 43,176 43,176
Steam products 75,720 75,720
Property under capital leases 86,382 86,382
Construction work in progress 58,018 58,018
Nuclear fuel under capital leases 87,372 87,372
---------- -------- ----------
Total 7,186,871 7,186,871
Less - Accumulated depreciation
and amortization 2,367,935 2,367,935
---------- -------- ----------
Utility plant - net 4,818,936 4,818,936
---------- -------- ----------
Other Property and Investments:
Decommissioning trust fund 19,050 19,050
Other - at cost (less accumulated
depreciation) 29,070 29,070
---------- -------- ----------
Total 48,120 48,120
---------- -------- ----------
Current Assets:
Cash and cash equivalents:
Cash 43,505 43,505
Temporary cash investments - at cost,
which approximates market
Associated Companies 58,651 $122,081 180,732
Other 80,239 80,239
---------- -------- ----------
Total cash and cash equivalents 182,395 122,081 304,476
Accounts Receivable:
Customer (less allowance for doubtful
accounts of $2.2 million) 118,476 118,476
Associated Companies 6,642 6,642
Other 21,083 21,083
Accrued unbilled revenues 28,199 28,199
Fuel inventory 18,902 18,902
Materials and supplies - at average cost 88,863 88,863
Rate deferrals 92,593 92,593
Prepayments and other 28,724 28,724
---------- -------- ----------
Total 585,877 122,081 707,958
---------- -------- ----------
Deferred Debits and Other Assets:
Rate deferrals 614,210 614,210
SFAS 109 regulatory assets 435,767 435,767
Long-term receivables 227,237 227,237
Unamortized loss on reacquired debt 69,248 69,248
Other 198,673 198,673
---------- -------- ----------
Total 1,545,135 1,545,135
---------- -------- ----------
TOTAL $6,998,068 $122,081 $7,120,149
========== ======== ==========
</TABLE>
<PAGE>
<TABLE>
GULF STATES UTILITIES COMPANY
PRO FORMA BALANCE SHEET
MARCH 31, 1994
(Unaudited)
<CAPTION>
Adjustments to Reflect
Transactions Proposed
--------------------------------------
Before In Present After
CAPITALIZATION AND LIABILITIES Transactions Filing Transactions
------------ ---------- ------------
(In Thousands)
<S> <C> <C> <C>
Capitalization:
Common stock, no par value, authorized
200,000,000 shares; issued and
outstanding 100 shares $114,055 $114,055
Paid-in capital 1,152,344 1,152,344
Retained earnings 569,951 ($2,919) 567,032
---------- -------- ----------
Total common shareholder's equity 1,836,350 (2,919) 1,833,431
Preference stock 150,000 150,000
Preferred stock
Without sinking fund 136,444 136,444
With sinking fund 98,754 98,754
Long-term debt 2,368,715 2,368,715
---------- -------- ----------
Total 4,590,263 (2,919) 4,587,344
---------- -------- ----------
Other Noncurrent Liabilities:
Obligations under capital leases 142,841 142,841
Other 45,686 45,686
---------- -------- ----------
Total 188,527 188,527
---------- -------- ----------
Current Liabilities:
Currently maturing long-term debt 425 425
Notes payable - associated companies - 125,000 125,000
Accounts payable:
Associated companies 13,318 13,318
Other 68,649 68,649
Customer deposits 22,443 22,443
Taxes accrued 29,658 29,658
Interest accrued 65,891 65,891
Nuclear refueling reserve 23,902 23,902
Obligations under capital leases 33,416 33,416
Other 66,261 66,261
---------- -------- ----------
Total 323,963 125,000 448,963
---------- -------- ----------
Deferred Credits:
Accumulated deferred income taxes 1,226,373 1,226,373
Accumulated deferred investment tax
credits 93,333 93,333
Deferred River Bend finance charges 100,675 100,675
Other 474,934 474,934
---------- -------- ----------
Total 1,895,315 1,895,315
---------- -------- ----------
TOTAL $6,998,068 $122,081 $7,120,149
========== ======== ==========
</TABLE>
<PAGE>
<TABLE>
GULF STATES UTILITIES COMPANY
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED MARCH 31, 1994
(Unaudited)
<CAPTION>
Adjustments to Reflect
Transactions Proposed
--------------------------------------
Before In Present After
Transactions Filing Transactions
------------ ---------- ------------
(In Thousands)
<S> <C> <C> <C>
Operating Revenues:
Electric $1,768,534 $1,768,534
Natural gas 35,788 35,788
Steam products 48,778 48,778
---------- ------- ----------
Total 1,853,100 1,853,100
---------- ------- ----------
Operating Expenses:
Operation:
Fuel, fuel-related expenses and
gas purchased for resale 560,065 560,065
Purchased power 158,885 158,885
Nuclear refueling outage expenses 16,800 16,800
Other operations and maintenance 458,885 458,885
Depreciation and decommissioning 190,995 190,995
Taxes other than income taxes 95,184 95,184
Income taxes 50,008 ($1,981) 48,027
Amortization of rate deferrals 62,509 62,509
---------- ------- ----------
Total 1,593,331 (1,981) 1,591,350
---------- ------- ----------
Operating Income 259,769 1,981 261,750
---------- ------- ----------
Other Income:
Allowance for equity funds used
during construction 873 873
Miscellaneous - net 20,450 20,450
Income taxes (9,230) (9,230)
---------- ------- ----------
Total 12,093 12,093
---------- ------- ----------
Interest Charges:
Interest on long-term debt 199,611 199,611
Other interest - net 7,464 4,900 12,364
Allowance for borrowed funds
used during construction (711) (711)
---------- ------- ----------
Total 206,364 4,900 211,264
---------- ------- ----------
Income Before Extraordinary Items 65,498 (2,919) 62,579
Extraordinary Items (net of income taxes) (1,259) (1,259)
---------- ------- ----------
Net Income 64,239 (2,919) 61,320
Preference and Preferred Stock Dividend
Requirements 33,097 33,097
---------- ------- ----------
Earnings applicable to Common Stock $31,142 ($2,919) $28,223
========== ======= ==========
</TABLE>
<PAGE>
<TABLE>
GULF STATES UTILITIES COMPANY
PRO FORMA STATEMENT OF RETAINED EARNINGS
TWELVE MONTHS ENDED MARCH 31, 1994
(Unaudited)
<CAPTION>
Adjustments to Reflect
Transactions Proposed
--------------------------------------
Before In Present After
Transactions Filing Transactions
------------ ---------- ------------
(In Thousands)
<S> <C> <C> <C>
Retained Earnings, beginning of period $647,096 $647,096
Add - Net Income 64,239 ($2,919) 61,320
-------- ------- --------
Total 711,335 (2,919) 708,416
-------- ------- --------
Deduct:
Dividends declared:
Common stock 100,000 100,000
Preferred and preference stock 33,097 33,097
Preferred and preference stock
redemption 8,287 8,287
-------- ------- --------
Total 141,384 141,384
-------- ------- --------
Retained Earnings, end of period $569,951 ($2,919) $567,032
======== ======= ========
</TABLE>
<PAGE>
FINANCIAL STATEMENTS
_________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-1
LOUISIANA POWER & LIGHT COMPANY
___________________________________________
AS OF MARCH 31, 1994
(Unaudited)
_____________________________________________
Pages 1 through 5
<PAGE>
LOUISIANA POWER & LIGHT COMPANY
JOURNAL ENTRIES
(In Thousands)
Entry No. 1
Cash $125,107
Notes Payable - Associated Companies $125,107
To give effect to the borrowing of $125,107 from the Money Pool
($24,893 currently borrowed, maximum borrowing requested $150,000).
Entry No. 2
Other Interest Expense $4,904
Cash $4,904
To record the annual interest expense on notes payable of $125,107
under the proposed borrowing based on an interest rate of 3.92%.
Entry No. 3
Cash $1,887
Income Taxes $1,887
To give effect to the reduction in income taxes due to increased
interest expense in connection with this filing:
Increase in expense $4,904
Statutory Composite Federal
and State Income Tax Rate
of 38.48% $1,887
Entry No. 4
Temporary Cash Investments $122,090
Cash $122,090
To record the transfer of funds from Cash to Temporary Cash Investments
Investments are assumed to be short-term since the proceeds from this
transaction will be used to fund construction expenditures, to meet
long-term debt maturities and to satisfy sinking fund requirements
and for other lawful corporate purposes. Consequently, any resulting
interest income would be immaterial.
<PAGE>
<TABLE>
LOUISIANA POWER & LIGHT COMPANY
PRO FORMA BALANCE SHEET
MARCH 31, 1994
(Unaudited)
<CAPTION>
Adjustments to Reflect
Transactions Proposed
--------------------------------------
Before In Present After
ASSETS Transactions Filing Transactions
------------ ---------- ------------
(In Thousands)
<S> <C> <C> <C>
Utility Plant:
Electric $4,652,930 $4,652,930
Electric plant under lease 226,395 226,395
Construction work in progress 163,492 163,492
Nuclear fuel under capital lease 66,415 66,415
Nuclear fuel 5,065 5,065
---------- -------- ----------
Total 5,114,297 5,114,297
Less - accumulated depreciation
and amortization 1,529,189 1,529,189
---------- -------- ----------
Utility plant - net 3,585,108 3,585,108
---------- -------- ----------
Other Property and Investments:
Nonutility property 20,060 20,060
Decommissioning trust fund 24,452 24,452
Investment in subsidiary company
- at equity 14,230 14,230
Other 1,000 1,000
---------- -------- ----------
Total 59,742 59,742
---------- -------- ----------
Current Assets:
Cash and cash equivalents:
Cash 6,436 6,436
Temporary cash investments - at cost,
which approximates market:
Associated companies - $122,090 122,090
Other 27,770 27,770
---------- -------- ----------
Total cash and cash equivalents 34,206 122,090 156,296
Special deposits 3,149 3,149
Accounts receivable:
Customer (less allowance for doubtful
accounts of $1.1 million) 55,416 55,416
Associated companies 5,866 5,866
Other 8,891 8,891
Accrued unbilled revenues 50,948 50,948
Deferred fuel costs 7,212 7,212
Accumulated deferred income taxes 3,393 3,393
Materials and supplies - at average cost 84,065 84,065
Rate deferrals 28,422 28,422
Prepayments and other 24,393 24,393
---------- -------- ----------
Total 305,961 122,090 428,051
---------- -------- ----------
Deferred Debits and Other Assets:
Rate deferrals 47,372 47,372
SFAS 109 regulatory asset - net 350,157 350,157
Unamortized loss on reacquired debt 46,804 46,804
Other 48,181 48,181
---------- -------- ----------
Total 492,514 492,514
---------- -------- ----------
TOTAL $4,443,325 $122,090 $4,565,415
========== ======== ==========
</TABLE>
<PAGE>
<TABLE>
LOUISIANA POWER & LIGHT COMPANY
PRO FORMA BALANCE SHEET
MARCH 31, 1994
(Unaudited)
<CAPTION>
Adjustments to Reflect
Transactions Proposed
--------------------------------------
Before In Present After
CAPITALIZATION AND LIABILITIES Transactions Filing Transactions
------------ ---------- ------------
(In Thousands)
<S> <C> <C> <C>
Capitalization:
Common stock, no par value, authorized
250,000,000 shares; issued and
outstanding 165,173,180 shares $1,088,900 $1,088,900
Capital stock expense and other (5,771) (5,771)
Retained earnings 103,006 ($3,017) 99,989
---------- -------- ----------
Total common shareholder's equity 1,186,135 (3,017) 1,183,118
Preferred stock:
Without sinking fund 160,500 160,500
With sinking fund 118,802 118,802
Long-term debt 1,457,751 1,457,751
---------- -------- ----------
Total 2,923,188 (3,017) 2,920,171
---------- -------- ----------
Other Noncurrent Liabilities:
Obligations under capital leases 32,082 32,082
Other 29,600 29,600
---------- -------- ----------
Total 61,682 61,682
---------- -------- ----------
Current Liabilities:
Currently maturing long-term debt 25,315 25,315
Notes payable-associated companies 24,893 125,107 150,000
Accounts payable:
Associated companies 41,911 41,911
Other 56,928 56,928
Customer deposits 53,022 53,022
Taxes accrued 28,505 28,505
Interest accrued 36,118 36,118
Dividends declared 5,701 5,701
Deferred revenue - gas supplier
judgment proceeds 4,349 4,349
Obligations under capital leases 33,867 33,867
Other 8,382 8,382
---------- -------- ----------
Total 318,991 125,107 444,098
---------- -------- ----------
Deferred Credits:
Accumulated deferred income taxes 845,538 845,538
Accumulated deferred investment
tax credits 187,128 187,128
Deferred interest - Waterford 3
lease obligation 25,530 25,530
Other 81,268 81,268
---------- -------- ----------
Total 1,139,464 1,139,464
---------- -------- ----------
TOTAL $4,443,325 $122,090 $4,565,415
========== ======== ==========
</TABLE>
<PAGE>
<TABLE>
LOUISIANA POWER & LIGHT COMPANY
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED MARCH 31, 1994
(Unaudited)
<CAPTION>
Adjustments to Reflect
Transactions Proposed
--------------------------------------
Before In Present After
Transactions Filing Transactions
------------ ---------- ------------
(In Thousands)
<S> <C> <C> <C>
Operating Revenues: $1,755,636 $1,755,636
---------- -------- ----------
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses 334,182 334,182
Purchased power 399,087 399,087
Nuclear refueling outage expenses 18,404 18,404
Other operation and maintenance 338,069 338,069
Depreciation and decommissioning 144,055 144,055
Taxes other than income taxes 53,276 53,276
Income taxes 106,736 ($1,887) 104,849
Amortization of rate deferrals 28,422 28,422
---------- -------- ----------
Total 1,422,231 (1,887) 1,420,344
---------- -------- ----------
Operating Income 333,405 1,887 335,292
---------- -------- ----------
Other Income (Deductions):
Allowance for equity funds used
during construction 3,089 3,089
Miscellaneous - net 2,219 2,219
Income taxes (4,540) (4,540)
---------- -------- ----------
Total 768 768
---------- -------- ----------
Interest Charges:
Interest on long-term debt 124,717 124,717
Other interest - net 11,432 4,904 16,336
Allowance for borrowed funds used
during construction (2,147) (2,147)
---------- -------- ----------
Total 134,002 4,904 138,906
---------- -------- ----------
Net Income 200,171 (3,017) 197,154
Preferred Stock Dividend Requirements
and Other 24,417 24,417
---------- -------- ----------
Earnings Applicable to Common Stock $175,754 ($3,017) $172,737
========== ======== ==========
</TABLE>
<PAGE>
<TABLE>
LOUISIANA POWER & LIGHT COMPANY
PRO FORMA STATEMENT OF RETAINED EARNINGS
TWELVE MONTHS ENDED MARCH 31, 1994
(Unaudited)
<CAPTION>
Adjustments to Reflect
Transactions Proposed
--------------------------------------
Before In Present After
Transactions Filing Transactions
------------ ---------- ------------
(In Thousands)
<S> <S> <C> <C>
Retained Earnings - Beginning of period $80,090 $80,090
Add - Net Income (loss) 200,171 ($3,017) 197,154
-------- ------- --------
Total 280,261 (3,017) 277,244
-------- ------- --------
Deduct - Dividends declared:
Preferred stock 23,840 23,840
Common stock 152,100 152,100
Capital stock expenses 1,315 1,315
-------- ------- --------
Total 177,255 177,255
-------- ------- --------
Retained Earnings - End of period $103,006 ($3,017) $99,989
======== ======= ========
</TABLE>
<PAGE>
FINANCIAL STATEMENTS
_________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-1
MISSISSIPPI POWER & LIGHT COMPANY
___________________________________________
AS OF MARCH 31, 1994
(Unaudited)
_____________________________________________
Pages 1 through 5
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY
JOURNAL ENTRIES
(In Thousands)
Entry No. 1
Cash $28,411
Notes Payable - Associated Companies $28,411
To give effect to the borrowing of $28,411 from the Money Pool
($71,589 currently borrowed, maximum borrowing requested $100,000).
Entry No. 2
Other Interest Expense $1,114
Cash $1,114
To record the annual interest expense on notes payable of $28,411
under the proposed borrowing based on an interest rate of 3.92%.
Entry No. 3
Cash $426
Income Taxes $426
To give effect to the reduction in income taxes due to increased
interest expense in connection with this filing:
Increase in expense $1,114
Statutory Composite Federal
and State Income Tax Rate
of 38.25% $426
Entry No. 4
Temporary Cash Investments $27,723
Cash $27,723
To record the transfer of funds from Cash to Temporary Cash Investments.
Investments are assumed to be short-term since the proceeds from this
transaction will be used to fund construction expenditures, to meet
long-term debt maturities and to satisfy sinking fund requirements
and for other lawful corporate purposes. Consequently, any resulting
interest income would be immaterial.
<PAGE>
<TABLE>
MISSISSIPPI POWER & LIGHT COMPANY
PRO FORMA BALANCE SHEET
MARCH 31, 1994
(Unaudited)
<CAPTION>
Adjustments to Reflect
Transactions Proposed
------------------------------------
Before In Present After
ASSETS Transaction Filing Transaction
----------- ---------- -----------
(In Thousands)
<S> <C> <C> <C>
Utility Plant:
Electric $1,394,289 $1,394,289
Construction work in progress 104,201 104,201
---------- ------- ----------
Total 1,498,490 1,498,490
Less - accumulated depreciation
and amortization 573,732 573,732
---------- ------- ----------
Utility plant - net 924,758 924,758
---------- ------- ----------
Other Property and Investments:
Investment in subsidiary company
- at equity 5,531 5,531
Other 4,758 4,758
---------- ------- ----------
Total 10,289 10,289
---------- ------- ----------
Current Assets:
Cash and cash equivalents:
Cash 41,876 41,876
Temporary cash investments - at cost,
which approximates market -
associated companies - $27,723 27,723
---------- ------- ----------
Total cash and cash equivalents 41,876 27,723 69,599
Notes receivable 6,939 6,939
Accounts receivable:
Customer (less allowance for
doubtful accounts of $2.5 million) 32,900 32,900
Associated companies 5,022 5,022
Other 3,318 3,318
Accrued unbilled revenues 42,124 42,124
Fuel inventory - at average cost 8,987 8,987
Materials and supplies - at average cost 20,893 20,893
Rate deferrals 101,459 101,459
Prepayments and other 8,102 8,102
---------- ------- ----------
Total 271,620 27,723 299,343
---------- ------- ----------
Deferred Debits and Other Assets:
Rate deferrals 479,043 479,043
Notes receivable 8,309 8,309
Other 32,928 32,928
---------- ------- ----------
Total 520,280 520,280
---------- ------- ----------
TOTAL $1,726,947 $27,723 $1,754,670
========== ======= ==========
</TABLE>
<PAGE>
<TABLE>
MISSISSIPPI POWER & LIGHT COMPANY
PRO FORMA BALANCE SHEET
MARCH 31, 1994
(Unaudited)
<CAPTION>
Adjustments to Reflect
Transactions Proposed
------------------------------------
Before In Present After
CAPITALIZATION AND LIABILITIES Transaction Filing Transaction
----------- ---------- -----------
(In Thousands)
<S> <C> <C> <C>
Capitalization:
Common stock, no par value, authorized
15,000,000 shares; issued and
outstanding 8,666,357 shares $199,326 $199,326
Capital stock expense and other (1,762) (1,762)
Retained earnings 235,921 ($688) 235,233
---------- ------- ----------
Total common shareholder's equity 433,485 (688) 432,797
Preferred stock:
Without sinking fund 57,881 57,881
With sinking fund 38,770 38,770
Long-term debt 476,194 476,194
---------- ------- ----------
Total 1,006,330 (688) 1,005,642
---------- ------- ----------
Other Noncurrent Liabilities:
Obligations under capital leases 654 654
Other 8,935 8,935
---------- ------- ----------
Total 9,589 9,589
---------- ------- ----------
Current Liabilities:
Currently maturing long-term debt 88,250 88,250
Notes payable - associated companies 71,589 28,411 100,000
Accounts payable:
Associated companies 35,272 35,272
Other 23,855 23,855
Customer deposits 21,687 21,687
Taxes accrued 10,106 10,106
Accumulated deferred income taxes 43,099 43,099
Interest accrued 16,215 16,215
Dividends declared 1,955 1,955
Obligations under capital leases 148 148
Other 15,900 15,900
---------- ------- ----------
Total 328,076 28,411 356,487
---------- ------- ----------
Deferred Credits:
Accumulated deferred income taxes 310,783 310,783
Accumulated deferred investment
tax credits 36,734 36,734
SFAS 109 regulatory liability - net 23,466 23,466
Other 11,969 11,969
---------- ------- ----------
Total 382,952 382,952
---------- ------- ----------
TOTAL $1,726,947 $27,723 $1,754,670
========== ======= ==========
</TABLE>
<PAGE>
<TABLE>
MISSISSIPPI POWER & LIGHT COMPANY
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED MARCH 31, 1994
(Unaudited)
<CAPTION>
Adjustments to Reflect
Transactions Proposed
------------------------------------
Before In Present After
Transaction Filing Transaction
----------- ---------- -----------
(In Thousands)
<S> <C> <C> <C>
Operating Revenues: $903,756 $903,756
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses 153,253 153,253
Purchased power 277,949 277,949
Other operation and maintenance 159,574 159,574
Depreciation and amortization 32,840 32,840
Taxes other than income taxes 42,143 42,143
Income taxes 33,309 $(426) 32,883
Amortization of rate deferrals 84,787 84,787
-------- ----- --------
Total 783,855 (426) 783,429
-------- ----- --------
Operating Income 119,901 426 120,327
-------- ----- --------
Other Income (Deductions):
Allowance for equity funds used
during construction 1,335 1,335
Miscellaneous - net 540 540
Income taxes (3,311) (3,311)
-------- ----- --------
Total (1,436) (1,436)
Interest Charges:
Interest on long-term debt 50,215 50,215
Other interest - net 3,949 1,114 5,063
Allowance for borrowed funds used
during construction (909) (909)
-------- ----- --------
Total 53,255 1,114 54,369
-------- ----- --------
Net Income 65,210 (688) 64,522
Preferred Stock Dividend Requirements
and Other 8,840 8,840
-------- ----- --------
Earnings Applicable to Common Stock $56,370 ($688) $55,682
======== ===== ========
</TABLE>
<PAGE>
<TABLE>
MISSISSIPPI POWER & LIGHT COMPANY
PRO FORMA STATEMENT OF RETAINED EARNINGS
TWELVE MONTHS ENDED MARCH 31, 1994
(Unaudited)
<CAPTION>
Adjustments to Reflect
Transactions Proposed
------------------------------------
Before In Present After
Transaction Filing Transaction
----------- ---------- -----------
(In Thousands)
<S> <C> <C> <C>
Retained Earnings - Beginning of period $242,754 $242,754
Add
Net Income 65,210 ($688) 64,522
-------- ----- --------
Total 307,964 (688) 307,276
-------- ----- --------
Deduct:
Dividends declared on common stock 62,500 62,500
Dividends declared on preferred stock 8,600 8,600
Preferred stock expense 943 943
-------- ----- --------
Total 72,043 72,043
-------- ----- --------
Retained Earnings - End of period $235,921 ($688) $235,233
======== ===== ========
</TABLE>
<PAGE>
FINANCIAL STATEMENTS
_________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-1
NEW ORLEANS PUBLIC SERVICE INC.
___________________________________________
AS OF MARCH 31, 1994
(Unaudited)
_____________________________________________
Pages 1 through 5
<PAGE>
NEW ORLEANS PUBLIC SERVICE INC.
JOURNAL ENTRIES
(In Thousands)
Entry No. 1
Cash $39,000
Notes Payable - Associated Companies $39,000
To give effect to the borrowing of $39,000 from the Money Pool.
Entry No. 2
Other Interest Expense $1,529
Cash $1,529
To record the annual interest expense on notes payable of $39,000
under the proposed borrowing based on an interest rate of 3.92%.
Entry No. 3
Cash $588
Income Taxes $588
To give effect to the reduction in income taxes due to increased
interest expense in connection with this filing:
Increase in expense $1,529
Statutory Composite Federal
and State Income Tax Rate
of 38.48% $588
Entry No. 4
Temporary Cash Investments $38,059
Cash $38,059
To record the transfer of funds from Cash to Temporary Cash Investments.
Investments are assumed to be short-term since the proceeds from this
transaction will be used to fund construction expenditures, to meet
long-term debt maturities and to satisfy sinking fund requirements
and for other lawful corporate purposes. Consequently, any resulting
interest income would be immaterial.
<PAGE>
<TABLE>
NEW ORLEANS PUBLIC SERVICE INC.
PRO FORMA BALANCE SHEET
MARCH 31, 1994
(Unaudited)
<CAPTION>
Adjustments to Reflect
Transactions Proposed
------------------------------------
Before In Present After
ASSETS Transaction Filing Transaction
----------- ---------- -----------
(In Thousands)
<S> <C> <C> <C>
Utility Plant:
Electric $478,873 $478,873
Natural gas 114,902 114,902
Construction work in progress 17,726 17,726
-------- ------- --------
Total 611,501 611,501
Less - accumulated depreciation
and amortization 334,716 334,716
-------- ------- --------
Utility plant - net 276,785 276,785
-------- ------- --------
Other Investments:
Investment in subsidiary company
- at equity 3,259 3,259
-------- ------- --------
Current Assets:
Cash and cash equivalents:
Cash 2,597 2,597
Temporary cash investments - at cost,
which approximates market:
Associated companies 27,764 $38,059 65,823
Other 31,972 31,972
-------- ------- --------
Total cash and cash equivalents 62,333 38,059 100,392
Accounts receivable:
Customer (less allowance for doubtful
accounts of $0.8 million) 31,203 31,203
Associated companies 1,166 1,166
Other 774 774
Accrued unbilled revenues 15,492 15,492
Deferred electric fuel and
resale gas costs 1,141 1,141
Materials and supplies - at average cost 9,203 9,203
Rate deferrals 26,068 26,068
Prepayments and other 10,732 10,732
-------- ------- --------
Total 158,112 38,059 196,171
-------- ------- --------
Deferred Debits and Other Assets:
Rate deferrals 197,706 197,706
SFAS 109 regulatory asset - net 9,164 9,164
Other 9,349 9,349
-------- ------- --------
Total 216,219 216,219
-------- ------- --------
TOTAL $654,375 $38,059 $692,434
======== ======= ========
</TABLE>
<PAGE>
<TABLE>
NEW ORLEANS PUBLIC SERVICE INC.
PRO FORMA BALANCE SHEET
MARCH 31, 1994
(Unaudited)
Adjustments to Reflect
Transactions Proposed
--------------------------------------
Before In Present After
CAPITALIZATION AND LIABILITIES Transactions Filing Transactions
------------ ---------- ------------
(In Thousands)
<S> <C> <C> <C>
Capitalization:
Common stock, $4 par value, authorized
10,000,000 shares; issued and
outstanding 8,435,900 shares $33,744 $33,744
Paid-in capital 36,201 36,201
Retained earnings subsequent to the
elimination of the accumulated deficit
of $13.9 million on November 30, 1988 101,911 ($941) 100,970
-------- ------- --------
Total common shareholder's equity 171,856 (941) 170,915
Preferred stock:
Without sinking fund 19,780 19,780
With sinking fund 3,450 3,450
Long-term debt 179,124 179,124
-------- ------- --------
Total 374,210 (941) 373,269
-------- ------- --------
Other Noncurrent Liabilities:
Accumulated provision for losses 18,022 18,022
Other 5,561 5,561
-------- ------- --------
Total 23,583 23,583
Current Liabilities:
Currently maturing long-term debt 24,200 24,200
Notes payable-associated companies - 39,000 39,000
Accounts payable:
Associated companies 18,635 18,635
Other 19,697 19,697
Customer deposits 16,978 16,978
Accumulated deferred income taxes 3,880 3,880
Taxes accrued 11,018 11,018
Interest accrued 4,754 4,754
Dividends declared 374 374
Other 16,174 16,174
-------- ------- --------
Total 115,710 39,000 154,710
-------- ------- --------
Deferred Credits:
Accumulated deferred income taxes 102,265 102,265
Accumulated deferred investment
tax credits 11,406 11,406
Other 27,201 27,201
-------- ------- --------
Total 140,872 140,872
-------- ------- --------
TOTAL $654,375 $38,059 $692,434
======== ======= ========
</TABLE>
<PAGE>
<TABLE>
NEW ORLEANS PUBLIC SERVICE INC.
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED MARCH 31, 1994
(Unaudited)
<CAPTION>
Adjustments to Reflect
Transactions Proposed
--------------------------------------
Before In Present After
Transactions Filing Transactions
(In Thousands)
<S> <C> <C> <C>
Operating Revenues:
Electric $423,266 $423,266
Natural gas 100,078 100,078
-------- ----- --------
Total 523,344 523,344
-------- ----- --------
Operating Expenses:
Operation and maintenance:
Fuel, fuel-related expenses, and
gas purchased for resale 120,233 120,233
Purchased power 166,682 166,682
Other operation and maintenance 85,497 85,497
Depreciation and amortization 17,702 17,702
Taxes other than income taxes 27,427 $(588) 26,839
Income taxes 23,750 23,750
Rate deferrals:
Rate deferrals (338) (338)
Amortization of rate deferrals 25,008 25,008
-------- ----- --------
Total 465,961 (588) 465,373
-------- ----- --------
Operating Income 57,383 588 57,971
-------- ----- --------
Other Income (Deductions):
Allowance for equity funds used
during construction 254 254
Miscellaneous - net (923) (923)
Income taxes (1,832) (1,832)
-------- ----- --------
Total (2,501) (2,501)
-------- ----- --------
Interest Charges:
Interest on long-term debt 18,803 18,803
Other interest - net 1,699 1,529 3,228
Allowance for borrowed funds used
during construction (212) (212)
-------- ----- --------
Total 20,290 1,529 21,819
-------- ----- --------
Net Income 34,592 (941) 33,651
Preferred Stock Dividend Requirements
and Other 1,755 1,755
-------- ----- --------
Earnings Applicable to Common Stock $32,837 ($941) $31,896
</TABLE>
<PAGE>
<TABLE>
NEW ORLEANS PUBLIC SERVICE INC.
PRO FORMA STATEMENT OF RETAINED EARNINGS
TWELVE MONTHS ENDED MARCH 31, 1994
(Unaudited)
<CAPTION>
Adjustments to Reflect
Transactions Proposed
--------------------------------------
Before In Present After
Transactions Filing Transactions
------------ ---------- ------------
(In Thousands)
<S> <C> <C> <C>
Retained Earnings - Beginning of period $106,874 $106,874
Add - Net Income (loss) 34,592 ($941) 33,651
-------- ----- --------
Total 141,466 (941) 140,525
-------- ----- --------
Deduct - Dividends declared:
Preferred stock 1,710 1,710
Common stock 37,800 37,800
Capital stock expenses 45 45
-------- ----- --------
Total 39,555 39,555
-------- ----- --------
Retained Earnings - End of period $101,911 ($941) $100,970
======== ===== ========
</TABLE>
<PAGE>
FINANCIAL STATEMENTS
_________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-1
SYSTEM ENERGY RESOURCES, INC.
___________________________________________
AS OF MARCH 31, 1994
(Unaudited)
_____________________________________________
Pages 1 through 5
<PAGE>
SYSTEM ENERGY RESOURCES, INC.
JOURNAL ENTRIES
(In Thousands)
Entry No. 1
Cash $125,000
Notes Payable - Associated Companies $125,000
To give effect to the borrowing of $125,000 from the Money Pool.
Entry No. 2
Other Interest Expense $4,900
Cash $4,900
To record the annual interest expense on notes payable of $125,000
under the proposed borrowing based on an interest rate of 3.92%.
Entry No. 3
Cash $1,874
Income Taxes $1,874
To give effect to the reduction in income taxes due to increased
interest expense in connection with this filing:
Increase in expense $4,900
Statutory Composite Federal
and State Income Tax Rate
of 38.25% $1,874
Entry No. 4
Temporary Cash Investments $121,974
Cash $121,974
To record the transfer of funds from Cash to Temporary Cash Investment
Investments are assumed to be short-term since the proceeds from this
transaction will be used to fund construction expenditures, to meet
long-term debt maturities and to satisfy sinking fund requirements
and for other lawful corporate purposes. Consequently, any resulting
interest income would be immaterial.
<PAGE>
<TABLE>
SYSTEM ENERGY RESOURCES, INC.
PRO FORMA BALANCE SHEET
MARCH 31, 1994
(In Thousands)
(Unaudited)
<CAPTION>
Adjustments to Reflect
Transactions Proposed
--------------------------------------
Before In Present After
ASSETS Transactions Filing Transactions
------------ ---------- ------------
(In Thousands)
<S> <C> <C> <C>
Utility Plant:
Electric $3,027,642 $3,027,642
Electric plant under lease 438,411 438,411
Construction work in progress 42,665 42,665
Nuclear fuel under capital lease 71,055 71,055
---------- -------- ----------
Total 3,579,773 3,579,773
Less - accumulated depreciation 694,415 694,415
---------- -------- ----------
Utility plant - net 2,885,358 2,885,358
---------- -------- ----------
Other Investments:
Decommissioning trust fund 27,736 27,736
---------- -------- ----------
Current Assets:
Cash and cash equivalents:
Cash 10,783 10,783
Temporary cash investments - at cost,
which approximates market:
Associated companies 61,078 $121,974 183,052
Other 70,336 70,336
---------- -------- ----------
Total cash and cash equivalents 142,197 121,974 264,171
Accounts receivable:
Associated companies 63,077 63,077
Other 2,752 2,752
Materials and supplies - at average cost 70,296 70,296
Recoverable income taxes 64,600 64,600
Prepayments and other 7,893 7,893
---------- -------- ----------
Total 350,815 121,974 472,789
---------- -------- ----------
Deferred Debits and Other Assets:
Recoverable income taxes 9,356 9,356
SFAS 109 regulatory asset - net 385,098 385,098
Unamortized loss on reacquired debt 57,279 57,279
Other 127,219 127,219
---------- -------- ----------
Total 578,952 578,952
---------- -------- ----------
TOTAL $3,842,861 $121,974 $3,964,835
</TABLE>
<PAGE>
<TABLE>
SYSTEM ENERGY RESOURCES, INC.
PRO FORMA BALANCE SHEET
MARCH 31, 1994
(In Thousands)
(Unaudited)
<CAPTION>
Adjustments to Reflect
Transaction Proposed
--------------------------------------
Before In Present After
CAPITALIZATION AND LIABILITIES Transactions Filing Transactions
------------ ---------- ------------
(In Thousands)
<S> <C> <C> <C>
Capitalization:
Common stock, no par value, authorized
1,000,000 shares; issued and
outstanding 789,350 shares $789,350 $789,350
Paid-in capital 7 7
Retained earnings 192,323 ($3,026) 189,297
---------- -------- ----------
Total common shareholder's
equity 981,680 (3,026) 978,654
Long-term debt 1,512,298 1,512,298
---------- -------- ----------
Total 2,493,978 (3,026) 2,490,952
---------- -------- ----------
Other Noncurrent Liabilities:
Obligations under capital leases 16,109 16,109
Other 18,229 18,229
---------- -------- ----------
Total 34,338 34,338
---------- -------- ----------
Current Liabilities:
Currently maturing long-term debt 230,000 230,000
Notes payable-associated companies - 125,000 125,000
Accounts payable:
Associated companies 1,557 1,557
Other 20,481 20,481
Taxes accrued 7,274 7,274
Interest accrued 47,178 47,178
Obligations under capital leases 55,000 55,000
Other 2,528 2,528
---------- -------- ----------
Total 364,018 125,000 489,018
---------- -------- ----------
Deferred Credits:
Accumulated deferred income taxes 779,171 779,171
Accumulated deferred investment
tax credits 112,980 112,980
Other 58,376 58,376
---------- -------- ----------
Total 950,527 950,527
---------- -------- ----------
TOTAL $3,842,861 $121,974 $3,964,835
========== ======== ==========
</TABLE>
<PAGE>
<TABLE>
SYSTEM ENERGY RESOURCES, INC.
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED MARCH 31, 1994
(In Thousands)
(Unaudited)
<CAPTION>
Adjustments to Reflect
Transactions Proposed
--------------------------------------
Before In Present After
Transactions Filing Transactions
------------ ---------- ------------
(In Thousands)
<S> <C> <C> <C>
Operating Revenues: $633,985 $633,985
-------- ------- --------
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses 39,170 39,170
Nuclear refueling outage expenses 20,602 20,602
Other operation and maintenance 115,190 115,190
Depreciation and decommissioning 91,213 91,213
Taxes other than income taxes 27,243 27,243
Income taxes 80,354 ($1,874) 78,480
-------- ------- --------
Total 373,772 (1,874) 371,898
-------- ------- --------
Operating Income 260,213 1,874 262,087
-------- ------- --------
Other Income (Deductions):
Allowance for equity funds used
during construction 993 993
Miscellaneous - net 6,689 6,689
Income taxes 1,802 1,802
-------- ------- --------
Total 9,484 9,484
-------- ------- --------
Interest Charges:
Interest on long-term debt 179,633 179,633
Other interest - net 7,172 4,900 12,072
Allowance for borrowed funds used
during construction (802) (802)
-------- ------- --------
Total 186,003 4,900 190,903
-------- ------- --------
Net Income $83,694 ($3,026) $80,668
======== ======= ========
</TABLE>
<PAGE>
<TABLE>
SYSTEM ENERGY RESOURCES, INC.
PRO FORMA STATEMENT OF RETAINED EARNINGS
TWELVE MONTHS ENDED MARCH 31, 1994
(In Thousands)
(Unaudited)
<CAPTION>
Adjustments to Reflect
Transactions Proposed
--------------------------------------
Before In Present After
Transactions Filing Transactions
------------ ---------- ------------
(In Thousands)
<S> <C> <C> <C>
Retained Earnings - Beginning of period $367,529 $367,529
Add:
Net income 83,694 ($3,026) 80,668
-------- ------- --------
Total 451,223 (3,026) 448,197
-------- ------- --------
Deduct:
Dividends declared 258,900 258,900
-------- ------- --------
Retained Earnings - End of period $192,323 ($3,026) $189,297
======== ======= ========
</TABLE>
<PAGE>
FINANCIAL STATEMENTS
_________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-1
ENTERGY CORPORATION
AND SUBSIDIARIES CONSOLIDATED
___________________________________________
AS OF MARCH 31, 1994
(Unaudited)
_____________________________________________
Pages 1 through 4
<PAGE>
<TABLE>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
MARCH 31, 1994
(Unaudited)
<CAPTION>
Adjustments to Reflect
Transactions Proposed
-----------------------------------
Before In Present After
ASSETS Transaction Filing Transaction
----------- ---------- -----------
(In Thousands)
<S> <C> <C> <C>
Utility Plant:
Electric $20,878,026 $20,878,026
Plant acquisition adjustment - GSU 377,052 377,052
Electric plant under leases 664,806 664,806
Property under capital leases - electric 173,954 173,954
Natural gas 190,621 190,621
Steam products 43,176 43,176
Construction work in progress 651,028 651,028
Nuclear fuel under capital leases 321,253 321,253
Nuclear fuel 24,901 24,901
----------- --------- -----------
Total 23,324,817 23,324,817
Less - accumulated depreciation
and amortization 7,296,056 7,296,056
----------- --------- -----------
Utility plant - net 16,028,761 16,028,761
----------- --------- -----------
Other Property and Investments:
Decommissioning trust funds 197,532 197,532
Other 185,612 185,612
----------- --------- -----------
Total 383,144 383,144
----------- --------- -----------
Current Assets:
Cash and cash equivalents:
Cash 169,935 169,935
Temporary cash investments - at cost,
which approximates market 324,990 324,990
----------- --------- -----------
Total cash and cash equivalents 494,925 494,925
Special deposits 9,247 9,247
Notes receivable 17,076 17,076
Accounts receivable:
Customer (less allowance for doubtful
accounts of $8.6 million) 296,603 296,603
Other 61,544 61,544
Accrued unbilled revenues 207,053 207,053
Fuel inventory 86,582 86,582
Materials and supplies - at average cost 359,209 359,209
Rate deferrals 345,622 345,622
Prepayments and other 95,960 95,960
----------- --------- -----------
Total 1,973,821 1,973,821
----------- --------- -----------
Deferred Debits and Other Assets:
Rate deferrals 1,785,163 1,785,163
SFAS 109 regulatory asset - net 1,220,674 1,220,674
Long-term receivables 235,546 235,546
Unamortized loss on reacquired debt 246,673 246,673
Other 640,825 640,825
----------- --------- -----------
Total 4,128,881 4,128,881
----------- --------- -----------
TOTAL $22,514,607 $22,514,607
=========== ========= ===========
</TABLE>
<PAGE>
<TABLE>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
MARCH 31, 1994
(Unaudited)
<CAPTION>
Adjustments to Reflect
Transactions Proposed
-------------------------------------
Before In Present After
CAPITALIZATION AND LIABILITIES Transactions Filing Transactions
------------ --------- ------------
(In Thousands)
<S> <C> <C> <C>
Capitalization:
Common stock, $0.01 par value,
authorized 500,000,000 shares;
issued 231,219,737 shares $2,312 $2,312
Paid-in capital 4,224,207 4,224,207
Retained earnings 2,172,493 2,172,493
Less - treasury stock (1,001,243 shares) 35,456 35,456
----------- --------- -----------
Total common shareholders' equity 6,363,556 6,363,556
Preference stock 150,000 150,000
Subsidiaries' preferred stock:
Without sinking fund 550,955 550,955
With sinking fund 324,803 324,803
Long-term debt 7,309,630 7,309,630
----------- --------- -----------
Total 14,698,944 14,698,944
----------- --------- -----------
Other Noncurrent Liabilities:
Obligations under capital leases 310,508 310,508
Other 294,907 294,907
----------- --------- -----------
Total 605,415 605,415
----------- --------- -----------
Current Liabilities:
Currently maturing long-term debt 371,210 371,210
Notes payable 43,667 43,667
Accounts payable 310,136 310,136
Customer deposits 129,365 129,365
Taxes accrued 135,207 135,207
Accumulated deferred income taxes 80,312 80,312
Interest accrued 201,505 201,505
Dividends declared 117,881 117,881
Deferred revenue - gas supplier
judgment proceeds 4,349 4,349
Deferred fuel cost 9,251 9,251
Obligations under capital leases 185,603 185,603
Other 202,616 202,616
----------- --------- -----------
Total 1,791,102 1,791,102
----------- --------- -----------
Deferred Credits:
Accumulated deferred income taxes 3,831,036 3,831,036
Accumulated deferred investment
tax credits 777,123 777,123
Other 810,987 810,987
----------- --------- -----------
Total 5,419,146 5,419,146
----------- --------- -----------
TOTAL $22,514,607 $22,514,607
=========== ========= ===========
</TABLE>
<PAGE>
<TABLE>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA STATEMENT OF CONSOLIDATED INCOME
TWELVE MONTHS ENDED MARCH 31, 1994
(Unaudited)
<CAPTION>
Adjustments to Reflect
Transactions Proposed
-------------------------------------
Before In Present After
Transactions Filing Transactions
------------ ---------- ------------
(In Thousands)
<S> <C> <C> <C>
Operating Revenues:
Electric $4,837,332 $4,837,332
Natural gas 115,924 115,924
Steam products 11,708 11,708
---------- -------- ----------
Total 4,964,964 4,964,964
---------- -------- ----------
Operating Expenses:
Operation and maintenance:
Fuel, fuel-related expenses,
and gas purchased for resale 1,050,026 1,050,026
Purchased power 346,053 346,053
Nuclear refueling outage expenses 80,225 80,225
Other operations and maintenance 1,143,585 1,143,585
Depreciation and decommissioning 494,229 494,229
Taxes other than income taxes 223,593 223,593
Income taxes 252,930 252,930
Rate Deferrals:
Rate Deferrals (338) (338)
Amortization of rate deferrals 320,193 320,193
---------- -------- ----------
Total 3,910,496 3,910,496
---------- -------- ----------
Operating Income 1,054,468 1,054,468
---------- -------- ----------
Other Income (Deductions):
Allowance for equity funds used
during construction 9,432 9,432
Miscellaneous - net 59,043 59,043
Income taxes (32,260) (32,260)
---------- -------- ----------
Total 36,215 36,215
---------- -------- ----------
Interest and Other Charges:
525,475 525,475
Other interest - net 37,374 37,374
Allowance for borrowed funds
used during construction (6,594) (6,594)
Preferred and preference dividend
requirements of subsidiaries and other 62,916 62,916
---------- -------- ----------
Total 619,171 619,171
---------- -------- ----------
Net Income $471,512 $471,512
========== ======== ==========
</TABLE>
<PAGE>
<TABLE>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA STATEMENT OF CONSOLIDATED RETAINED EARNINGS
TWELVE MONTHS ENDED MARCH 31, 1994
(Unaudited)
<CAPTION>
Adjustments to Reflect
Transactions Proposed
--------------------------------------
Before In Present After
RETAINED EARNINGS Transactions Filing Transactions
------------ ---------- ------------
(In Thousands)
<S> <C> <C> <C>
Retained Earnings - Beginning of period $2,073,049 $2,073,049
Add - Net income 471,512 471,512
---------- -------- ----------
Total 2,544,561 2,544,561
---------- -------- ----------
Deduct:
Dividends declared on common stock 355,455 355,455
Capital stock and other expenses 16,613 16,613
---------- -------- ----------
Total 372,068 372,068
---------- -------- ----------
Retained Earnings - End of period $2,172,493 $2,172,493
========== ======== ==========
PAID-IN CAPITAL
Paid-in Capital - Beginning of period $1,328,085 $1,328,085
Add:
Gain on reacquisition of
preferred stock and other 5,539 5,539
Issuance of 56,667,726 shares of common
stock in the merger with GSU 2,027,325 2,027,325
Issuance of 174,552,011 shares of common
stock at $.01 par value net of the
retirement of 174,552,011 shares of
common stock at $5.00 par value 871,015 871,015
---------- -------- ----------
Total 2,903,879 2,903,879
---------- -------- ----------
Deduct:
Common stock retirements 4,389 4,389
Capital stock and other expenses 3,368 3,368
---------- -------- ----------
Total 7,757 7,757
---------- -------- ----------
Paid-in Capital - End of period $4,224,207 $4,224,207
========== ======== ==========
</TABLE>
<PAGE>
FINANCIAL STATEMENTS
_________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-1
ENTERGY SERVICES, INC.
___________________________________________
AS OF MARCH 31, 1994
(Unaudited)
_____________________________________________
Pages 1 through 4
<PAGE>
ENTERGY SERVICES, INC.
JOURNAL ENTRIES
(In Thousands)
Entry No. 1
Cash $78,761
Notes Payable - Associated Companies $78,761
To give effect to the borrowing of $78,761 from the Money Pool
($71,239 currently borrowed, maximum borrowing requested $150,000).
Entry No. 2
Other Interest Expense $3,087
Cash $3,087
To record the annual interest expense on notes payable of $78,761
under the proposed borrowing based on an interest rate of 3.92%.
Entry No. 3
Accounts Receivable - Associated Companies $3,087
Services Rendered at Cost $3,087
To record billings to associated companies in connection with the
increased interest expense under the proposed borrowing.
Entry No. 4
Cash $3,087
Accounts Receivable - Associated Companies $3,087
To record the receipt of cash from associated companies in connection wit
the billing for the increased interest expense under the proposed borrowing
Entry No. 5
Temporary Cash Investments $78,761
Cash $78,761
To record the transfer of funds from Cash to Temporary Cash Investments.
Investments are assumed to be short-term since the proceeds from this
transaction will be used to fund construction expenditures, to meet
long-term debt maturities and to satisfy sinking fund requirements
and for other lawful corporate purposes. Consequently, any resulting
interest income would be immaterial.
<PAGE>
<TABLE>
ENTERGY SERVICES, INC.
PRO FORMA BALANCE SHEET
MARCH 31, 1994
(Unaudited)
<CAPTION>
Adjustments to Reflect
Transactions Proposed
------------------------------------
Before In Present After
ASSETS Transaction Filing Transaction
----------- ---------- -----------
(In Thousands)
<S> <C> <C> <C>
Utility Plant:
Electric $114,023 $114,023
Electric plant under lease 5,111 5,111
Construction work in progress 11,507 11,507
-------- ------- --------
Total 130,641 130,641
Less - Accumulated depreciation
and amortization 49,651 49,651
-------- ------- --------
Utility plant - net 80,990 80,990
-------- ------- --------
Current Assets:
Cash and cash equivalents:
Cash 8,690 8,690
Temporary cash investments - at cost,
which approximates market -
associated companies - $78,761 78,761
-------- ------- --------
Total cash and cash equivalents 8,690 78,761 87,451
Notes receivable 61 61
Special deposits 1,118 1,118
Accounts receivable:
Associated companies 72,939 72,939
Other 2,882 2,882
Materials and supplies-at average cost 254 254
Prepayments and other 110 110
-------- ------- --------
Total 86,054 78,761 164,815
-------- ------- --------
Deferred Debits:
Accumulated deferred income taxes 1,001 1,001
Miscellaneous deferred debits and other 4,427 4,427
-------- ------- --------
Total 5,428 5,428
-------- ------- --------
TOTAL $172,472 $78,761 $251,233
======== ======= ========
</TABLE>
<PAGE>
<TABLE>
ENTERGY SERVICES, INC.
PRO FORMA BALANCE SHEET
MARCH 31, 1994
(Unaudited)
<CAPTION>
Adjustments to Reflect
Transactions Proposed
--------------------------------------
Before In Present After
CAPITALIZATION AND LIABILITIES Transactions Filing Transactions
------------ ---------- ------------
(In Thousands)
<S> <C> <C> <C>
Capitalization:
Common Stock - $10 Par Value;
authorized 50,000 shares; issued
and outstanding 2,000 shares $20 $20
-------- ------- --------
Other Noncurrent Liabilities:
Obligations under capital leases 3,370 3,370
Other 3,413 3,413
-------- ------- --------
Total 6,783 6,783
-------- ------- --------
Current Liabilities:
Notes payable - Associated companies 71,239 $78,761 150,000
Accounts payable:
Associated companies 25,209 25,209
Other 31,943 31,943
Taxes accrued 443 443
Taxes collections payable 557 557
Other 3,082 3,082
-------- ------- --------
Total 132,473 78,761 211,234
-------- ------- --------
Deferred Credits:
Accumulated deferred investment
tax credits 576 576
Unamortized gain on sale of
Computer Center 2,398 2,398
Accrued pension liability 23,962 23,962
Accrued rental liability 1,113 1,113
Cancelled lease payable 5,117 5,117
Other 30 30
-------- ------- --------
Total 33,196 33,196
-------- ------- --------
TOTAL $172,472 $78,761 $251,233
======== ======= ========
</TABLE>
<PAGE>
<TABLE>
ENTERGY SERVICES, INC.
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED MARCH 31, 1994
(Unaudited)
<CAPTION>
Adjustments to Reflect
Transactions Proposed
--------------------------------------
Before In Present After
Transactions Filing Transactions
------------ ---------- ------------
(In Thousands)
<S> <C> <C> <C>
Income:
Services rendered at cost $295,171 $3,087 $298,258
Miscellaneous income 406 406
-------- ------- --------
Total 295,577 3,087 298,664
-------- ------- --------
Expenses:
Salaries and wages 126,945 126,945
Rent and lease payments 28,749 28,749
Other administrative and general 115,087 115,087
Depreciation and amortization 12,635 12,635
Interest 1,446 3,087 4,533
Taxes other than income taxes 10,522 10,522
-------- ------- --------
Total 295,384 3,087 298,471
-------- ------- --------
Loss Before Income Taxes 193 193
-------- ------- --------
Provision for (Benefit of) Income Taxes:
Income taxes - state 1,072 1,072
Deferred state income taxes (6) (6)
Investment tax credit - net (873) (873)
-------- ------- --------
Total 193 193
-------- ------- --------
Net Income NONE NONE NONE
======== ======= ========
</TABLE>
<PAGE>
FINANCIAL STATEMENTS
_________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-1
SYSTEM FUELS, INC.
___________________________________________
AS OF MARCH 31, 1994
(Unaudited)
_____________________________________________
Pages 1 through 3
<PAGE>
SYSTEM FUELS, INC.
JOURNAL ENTRIES
(In Thousands)
Entry No. 1
Cash $68,221
Notes Payable - Associated Companies $68,221
To give effect to the borrowing of $68,221 from the Money Pool
($26,779 currently borrowed, maximum borrowing requested $95,000).
Entry No. 2
Other Interest Expense $2,674
Cash $2,674
To record the annual interest expense on notes payable of $68,221
under the proposed borrowing based on an interest rate of 3.92%.
Entry No. 3
Accounts Receivable - Associated Companies $2,674
Services Rendered at Cost $2,674
To record billings to associated companies in connection with the
increased interest expense under the proposed borrowing.
Entry No. 4
Cash $2,674
Accounts Receivable - Associated Companies $2,674
To record the receipt of cash from associated companies in connection with
the billing for the increased interest expense under the proposed borrowing.
Entry No. 5
Temporary Cash Investments $68,221
Cash $68,221
To record the transfer of funds from Cash to Temporary Cash Investments.
Investments are assumed to be short-term since the proceeds from this
transaction will be used to fund construction expenditures, to meet
long-term debt maturities and to satisfy sinking fund requirements
and for other lawful corporate purposes. Consequently, any resulting
interest income would be immaterial.
<PAGE>
<TABLE>
SYSTEM FUELS, INC.
PRO FORMA BALANCE SHEET
MARCH 31, 1994
(Unaudited)
<CAPTION>
Adjustments to Reflect
Transactions Proposed
--------------------------------------
Before In Present After
ASSETS Transactions Filing Transactions
------------ ---------- ------------
(In Thousands)
<S> <C> <C> <C>
Property and Operating Facilities - at cost
Storage and handling facilities and
other equipment $24,603 $24,603
Less - Accumulated depreciation 22,582 22,582
------- ------- --------
Total 2,021 2,021
------- ------- --------
Capitalized leased property - at cost 20,051 20,051
------- ------- --------
Current Assets:
Cash and temporary cash investments 1,567 68,221 69,788
Accounts receivable:
Associated companies 1,258 1,258
Other 16,083 16,083
Fuel oil inventory 28,316 28,316
Nuclear fuel inventory 19,836 19,836
Other 1,157 1,157
------- ------- --------
Total 68,217 68,221 136,438
------- ------- --------
Deferred Debits
Accumulated deferred income taxes 695 695
Other 283 283
------- ------- --------
Total 978 978
------- ------- --------
TOTAL $91,267 $68,221 $159,488
======= ======= ========
CAPITALIZATION AND LIABILITIES
Stockholder's Investments:
Notes payable $34,000 $34,000
Common stock, no par value,
authorized 10,000 shares;
issued and outstanding 200 shares 20 20
------- ------- --------
Total 34,020 34,020
------- ------- --------
Current Liabilities:
Notes payable associated companies 26,779 $68,221 95,000
Accounts payable:
Associated companies 248 248
Other 7,322 7,322
Obligation under capital leases 2,061 2,061
Accrued expenses 777 777
------- ------- --------
Total 37,187 68,221 105,408
------- ------- --------
Deferred Credits:
Accumulated deferred investment
tax credits 1,086 1,086
Obligation under capital leases 17,990 17,990
Other 984 984
------- ------- --------
Total 20,060 20,060
------- ------- --------
TOTAL $91,267 $68,221 $159,488
======= ======= ========
</TABLE>
<PAGE>
<TABLE>
SYSTEM FUELS, INC.
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED MARCH 31, 1994
(Unaudited)
<CAPTION>
Adjustments to Reflect
Transactions Proposed
--------------------------------------
Before In Present After
Transactions Filing Transactions
------------ ---------- ------------
(In Thousands)
<S> <C> <C> <C>
REVENUES:
Sales and services
Associated companies $187,792 $187,792
Other 4,144 4,144
-------- ------ --------
Total 191,936 191,936
Billing variance - under billed 811 811
Miscellaneous income 263 $2,674 2,937
-------- ------ --------
Total 193,010 2,674 195,684
-------- ------ --------
Cost of Goods Sold 182,797 182,797
-------- ------ --------
Operating Income 10,213 2,674 12,887
-------- ------ --------
Operating Expenses:
Operations, administrative and general 10,257 10,257
Interest expense 2,303 2,674 4,977
Taxes other than income taxes 1,080 1,080
-------- ------ --------
13,640 2,674 16,314
Loss Before Income Taxes (3,427) (3,427)
-------- ------ --------
Provision for (Benefit of) Income Taxes:
Current income taxes (1,173) (1,173)
Deferred income taxes (2,135) (2,135)
Investment taxes credits - net (119) (119)
-------- ------ --------
Total (3,427) (3,427)
-------- ------ --------
NET INCOME NONE NONE NONE
======== ====== ========
</TABLE>
<PAGE>
FINANCIAL STATEMENTS
_________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-1
ENTERGY OPERATIONS, INC.
___________________________________________
AS OF MARCH 31, 1994
(Unaudited)
_____________________________________________
Pages 1 through 3
<PAGE>
ENTERGY OPERATIONS, INC.
JOURNAL ENTRIES
(In Thousands)
Entry No. 1
Cash $13,589
Notes Payable - Associated Companies $13,589
To give effect to the borrowing of $13,589 from the Money Pool
($1,411 currently borrowed, maximum borrowing requested $15,000).
Entry No. 2
Other Interest Expense $533
Cash $533
To record the annual interest expense on notes payable of $13,589
under the proposed borrowing based on an interest rate of 3.92%.
Entry No. 3
Accounts Receivable - Associated Companies $533
Services Rendered at Cost $533
To record billings to associated companies in connection with the
increased interest expense under the proposed borrowing.
Entry No. 4
Cash $533
Accounts Receivable - Associated Companies $533
To record the receipt of cash from associated companies in connection wi
the billing for the increased interest expense under the proposed borrowin
Entry No. 5
Temporary Cash Investments $13,589
Cash $13,589
To record the transfer of funds from Cash to Temporary Cash Investments.
Investments are assumed to be short-term since the proceeds from this
transaction will be used to fund construction expenditures, to meet
long-term debt maturities and to satisfy sinking fund requirements
and for other lawful corporate purposes. Consequently, any resulting
interest income would be immaterial.
<PAGE>
<TABLE>
ENTERGY OPERATIONS, INC.
PRO FORMA BALANCE SHEET
MARCH 31, 1994
(Unaudited)
<CAPTION>
Adjustments to Reflect
Transactions Proposed
------------------------------------
Before In Present After
ASSETS Transaction Filing Transaction
----------- ---------- -----------
(In Thousands)
<S> <C> <C> <C>
Property and Facilities - at cost:
Service company property (including
leasehold improvements) $9,705 $9,705
Construction work in progress 1,108 1,108
------- ------- -------
Total 10,813 10,813
Less - Accumulated depreciation
and amortization 3,607 3,607
------- ------- -------
Property and Facilities - net 7,206 7,206
------- ------- -------
Current Assets:
Cash and cash equivalents:
Cash 19,004 19,004
Temporary cash investments - at cost,
which approximates market -
associated companies - $13,589 13,589
------- ------- -------
Total cash and cash equivalents 19,004 13,589 32,593
Accounts receivable - Other 410 410
Prepayments and other 822 822
------- ------- -------
Total 20,236 13,589 33,825
------- ------- -------
Deferred Debits and Other Assets:
Other 239 239
------- ------- -------
Total 239 239
------- ------- -------
TOTAL $27,681 $13,589 $41,270
======= ======= =======
CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock, $5 par value,
authorized 2,000 shares;
issued and outstanding 1,000 shares $5 $5
Paid-in capital 995 995
------- ------- -------
Total common shareholder's equity 1,000 1,000
------- ------- -------
Current Liabilities:
Notes payable associated companies 1,411 $13,589 15,000
Accounts payable:
Associated companies 17,440 17,440
Other 5,606 5,606
Other 217 217
------- ------- -------
Total 24,674 13,589 38,263
------- ------- -------
Deferred Credits:
Accumulated deferred income taxes 100 100
Other 1,907 1,907
------- ------- -------
Total 2,007 2,007
------- ------- -------
TOTAL $27,681 $13,589 $41,270
======= ======= =======
</TABLE>
<PAGE>
<TABLE>
ENTERGY OPERATIONS, INC.
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED MARCH 31, 1994
(Unaudited)
<CAPTION>
Adjustments to Reflect
Transactions Proposed
--------------------------------------
Before In Present After
Transactions Filing Transactions
------------ ---------- ------------
(In Thousands)
<S> <C> <C> <C>
Income:
Services rendered at cost $597,894 $533 $598,427
-------- ---- --------
Operating Expenses:
Salaries and wages 193,101 193,101
Other administrative and general 195,361 195,361
Outside services employed 179,069 179,069
Rent expense 13,361 13,361
Depreciation and decommissioning 1,288 1,288
Taxes other than income taxes 15,020 15,020
Interest Charges:
Associated companies 243 533 776
Other 1 1
-------- ---- --------
Total 597,444 533 597,977
-------- ---- --------
Income Before Income Taxes 450 450
-------- ---- --------
Provision for (Benefit of) Income Taxes 450 450
-------- ---- --------
Net income NONE NONE NONE
======== ==== ========
</TABLE>
<PAGE>
FINANCIAL STATEMENTS
_________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-1
ENTERGY CORPORATION
___________________________________________
AS OF MARCH 31, 1994
(Unaudited)
_____________________________________________
Pages 1 through 3
<PAGE>
<TABLE>
ENTERGY CORPORATION
PRO FORMA BALANCE SHEET
MARCH 31, 1994
(Unaudited)
<CAPTION>
Adjustments to Reflect
Transactions Proposed
-------------------------------------
Before In Present After
ASSETS Transaction Filing Transaction
----------- ---------- -----------
(In Thousands)
<S> <C> <C> <C>
Construction work in progress $22,861 $22,861
Investment in Wholly Owned Subsidiaries 6,344,579 6,344,579
Current Assets:
Temporary cash investments 96,750 96,750
Notes receivable 92,410 92,410
Interest and dividend receivable 294 294
Accounts receivable:
Associated companies 3,391 3,391
Other 1,998 1,998
Other current assets 1,321 1,321
---------- --------- ----------
Total 196,164 196,164
---------- --------- ----------
Deferred Debits
Accumulated deferred income taxes 48,029 48,029
Miscellaneous deferred debits 77,889 77,889
---------- --------- ----------
Total 125,918 125,918
---------- --------- ----------
TOTAL $6,689,522 $6,689,522
========== ========= ==========
LIABILITIES
Capitalization:
Common stock, $0.01 par value,
authorized 500,000,000 shares;
issued 231,219,737 shares $2,312 $2,312
Paid-in capital 4,224,207 4,224,207
Retained earnings 2,172,493 2,172,493
Less - treasury stock (1,001,243 shares) 35,456 35,456
---------- --------- ----------
Total common shareholders' equity 6,363,556 6,363,556
---------- --------- ----------
Other Noncurrent Liabilities 84,839 84,839
---------- --------- ----------
Current Liabilities:
Notes payable 43,000 43,000
Accounts payable:
Associated company 4,772 4,772
Other 2,047 2,047
Taxes accrued 328 328
Interest accrued 52 52
Dividends declared 103,598 103,598
Other 3,492 3,492
---------- --------- ----------
Total 157,289 157,289
---------- --------- ----------
Deferred Credits:
Accumulated deferred income taxes - other 33,374 33,374
Other 50,464 50,464
---------- --------- ----------
Total 83,838 83,838
---------- --------- ----------
TOTAL $6,689,522 $6,689,522
========== ========= ==========
</TABLE>
<PAGE>
<TABLE>
ENTERGY CORPORATION
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED MARCH 31, 1994
(Unaudited)
<CAPTION>
Adjustments to Reflect
Transactions Proposed
-------------------------------------
Before In Present After
Transaction Filing Transaction
----------- ---------- -----------
(In Thousands)
<S> <C> <C> <C>
Income:
Equity in income of subsidiaries $472,008 $472,008
Interest on temporary investments 19,668 19,668
-------- -------- --------
Total 491,676 491,676
-------- -------- --------
Expenses and Other Deductions:
Administrative and general expenses 20,907 20,907
Interest
Associated (3,352) (3,352)
Other 26 26
Income taxes 3,023 3,023
Taxes other than income (440) (440)
-------- -------- --------
Total 20,164 20,164
-------- -------- --------
Net Income $471,512 $471,512
======== ======== ========
</TABLE>
<PAGE>
<TABLE>
ENTERGY CORPORATION
PRO FORMA STATEMENT OF RETAINED
EARNINGS AND PAID-IN CAPITAL
TWELVE MONTHS ENDED MARCH 31, 1994
(Unaudited)
<CAPTION>
Adjustments to Reflect
Transactions Proposed
-------------------------------------
Before In Present After
RETAINED EARNINGS Transaction Filing Transaction
----------- ---------- -----------
(In Thousands)
<S> <C> <C> <C>
Retained Earnings - Beginning of period $2,073,049 $2,073,049
Add - Net income 471,512 471,512
---------- --------- ----------
Total 2,544,561 2,544,561
---------- --------- ----------
Deduct:
Dividends declared on common stock 355,455 355,455
Capital stock and other expenses 16,613 16,613
---------- --------- ----------
Total 372,068 372,068
---------- --------- ----------
Retained Earnings - End of period $2,172,493 $2,172,493
========== ========= ==========
PAID-IN CAPITAL
Paid-in Capital - Beginning of period $1,328,085 $1,328,085
Add:
Gain on reacquisition of
preferred stock and other 5,539 5,539
Issuance of 56,667,726 shares of common
stock in the merger with GSU 2,027,325 2,027,325
Issuance of 174,552,011 shares of common
stock at $.01 par value net of the
retirement of 174,552,011 shares of
common stock at $5.00 par value 871,015 871,015
---------- --------- ----------
Total 2,903,879 2,903,879
---------- --------- ----------
Deduct:
Common stock retirements 4,389 4,389
Capital stock and other expenses 3,368 3,368
---------- --------- ----------
Total 7,757 7,757
---------- --------- ----------
Paid-in Capital - End of period $4,224,207 $4,224,207
========== ========= ==========
</TABLE>
