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File No. 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-1
____________________________
DECLARATION
Under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
____________________________
Entergy Power, Inc. Entergy Corporation
900 South Shackleford Road 639 Loyola Avenue
Little Rock, AR 72211 New Orleans, LA 70113
(Names of companies filing this statement
and addresses of principal executive offices)
____________________________
Entergy Corporation
(Name of top registered holding company parent of
each applicant or declarant)
____________________________
Terry L. Ogletree Gerald D. McInvale
President Executive Vice President
Entergy Power, Inc. Chief Financial Officer
900 South Shackleford Road Entergy Corporation
Little Rock, AR 72211 639 Loyola Avenue
New Orleans, LA 70113
(Names and addresses of agents for service)
____________________________
The Commission is also requested to send copies
of any communications in connection with this matter to:
Frederick F. Nugent, Esq. Laurence M. Hamric, Esq.
General Counsel General Attorney
Entergy Enterprises, Inc. Entergy Services, Inc.
900 South Shackleford Road 639 Loyola Avenue
Little Rock, AR 72211 New Orleans, LA 70113
Thomas C. Havens, Esq.
Mayer, Brown & Platt
1675 Broadway
New York, New York 10019
<PAGE>
Item 1. Description of Proposed Transaction.
Entergy Power, Inc. ("EPI"), a Delaware corporation, is a
wholly-owned subsidiary of Entergy Corporation ("Entergy"), a
registered holding company under the Public Utility Holding
Company Act of 1935, as amended (the "Act"). EPI and Entergy
(the "Declarants") hereby request the approval of the Securities
and Exchange Commission (the "Commission") under Section 12(c) of
the Act and Rule 46 promulgated by the Commission thereunder for
EPI to make payments to Entergy from time to time during the
period through December 31, 1998 out of EPI's capital or unearned
surplus, as more fully described below.
A. Background.
Pursuant to Commission order dated August 27, 1990 (the
"1990 Order")<FN1>, EPI was formed to participate as a supplier
of electricity at wholesale to non-associate companies in bulk
power markets. In accordance with the 1990 Order, EPI acquired
the ownership interests of its associate company, Arkansas Power
& Light Company, in (1) Unit 2 of the Independence Steam Electric
Generating Station, and (2) Unit 2 of the Ritchie Steam Electric
Generating Station, representing an aggregate of 809 MW of
generating capacity (the "Transferred Capacity"). Entergy
financed EPI's acquisition of the Transferred Capacity and
related facilities and EPI's ongoing capital requirements through
a series of loans in an aggregate amount of approximately $237
million.
For various reasons, EPI until recently had experienced
difficulty in marketing the Transferred Capacity to third
parties. Due to adverse market conditions, the high debt service
requirements associated with EPI's leveraged capital structure
and other factors, EPI incurred losses from operations for each
of the years 1990 through 1995.<FN2> However, EPI has entered
into several additional intermediate- and long-term contracts for
the sale of capacity and energy from the Transferred Capacity,
all of which are now generating revenue. EPI currently has
approximately 500 MW of capacity under contract for terms longer
than one year, including the following:
(1) Alabama Municipal Electric Authority -- 30 MW through
June 1996, increasing to 50 MW through 2005.
(2) Associated Electric Cooperative, Inc. -- 200 MW from
January 1996, increasing to 300 MW in 2000 through May 2010.
(3) East Texas Electric Cooperative, Inc. -- 40 MW through
2009.
(4) Municipal Energy Agency of Mississippi -- 23 MW to May
2010.
(5) Northeast Texas Electric Cooperative, Inc. -- 36 MW
through 2017.
(6) Oglethorpe Power Cooperative -- 100 MW to June 30,
2002.
(7) Tallahassee Electric Department -- 25 MW from March 9,
1996 through March 2002.
As a result of EPI's increased revenues from these contracts
and numerous short-term capacity and energy sales EPI is
presently making in spot markets, EPI projects that it will be
profitable in 1996 and for the foreseeable future.
B. Proposed Transaction.
As of December 31, 1995, EPI had cash and cash equivalents
of approximately $59,482,000. The cash equivalents of EPI
include temporary cash investments of $59,225,000, which derive
from capital contributions made by Entergy to EPI in July and
December 1995.<FN3> These liquid assets are far in excess of
any foreseeable capital needs of EPI, particularly in view of
EPI's expected future profitability. Therefore, EPI proposes to
return all or most of these assets to Entergy, its sole
shareholder, in the form of one or more cash payments out of
EPI's capital or unearned surplus.<FN4> EPI proposes to make
such payments to Entergy from time to time during the period
through December 31, 1998 in an aggregate amount not to exceed
$55 million. Entergy would apply such funds to general corporate
purposes.
The Declarants represent that, upon effecting any of the
proposed payments to Entergy, EPI's equity capital will not fall
below 30% of its total capitalization. The Declarants further
represent that EPI's cash position after any such payments will
be sufficient to allow EPI to continue to meet its projected
capital requirements and other obligations. Therefore, the
proposed payments will not be detrimental to the financial
integrity or working capital of EPI. The proposed payments are
also in the best interests of Entergy, EPI's sole shareholder.
Reference is hereby made to the Financial Statements filed
herewith, including the pro forma journal entries, for further
information with respect to the anticipated pro forma effects of
the proposed transaction.
The Declarants hereby represent that, pursuant to Rule 54
under the Act, all of the criteria of Rule 53(a) and (b) are
satisfied. In this connection, in compliance with Rule 53,
Entergy provides the following information:
(1) Entergy's aggregate investment (as defined in Rule 53)
in "exempt wholesale generators" ("EWGs") and "foreign utility
companies" ("FUCOs") was approximately 13.01% of Entergy's
consolidated retained earnings at December 31, 1995.
(2) Entergy maintains books and records to identify
investments in and earnings from any EWG or FUCO in which it
directly or indirectly holds an interest.
(3) For each FUCO or foreign EWG that is a majority-owned
subsidiary company (as defined in Rule 53) of Entergy, and for
each United States EWG in which Entergy directly or indirectly
holds an interest, the books and records shall be kept, and
financial statements shall be prepared, in accordance with
generally accepted accounting principles ("GAAP"), and Entergy
undertakes to provide the Commission access to such books and
records and financial statements (in English) as the Commission
may request.
(4) For each FUCO or foreign EWG in which Entergy directly
or indirectly owns 50% or less of the voting securities, Entergy
will proceed in good faith, to the extent reasonable under the
circumstances, to cause the books and records to be kept, and
financial statements to be prepared, in accordance with GAAP, and
to cause the Commission to have access to such books and records
and financial statements (in English) as the Commission may
request. In any event, Entergy will make available to the
Commission any books and records of such entity that are
available to Entergy. If such books and records and financial
statements are maintained according to a comprehensive body of
accounting principles other than GAAP, Entergy will, upon
request, describe and quantify each material variation from GAAP.
(5) Less than 2% of the employees of Entergy's domestic
public-utility company subsidiaries render or will render
services, at any one time, directly or indirectly, to EWGs or
FUCOs in which Entergy has a direct or indirect interest.
(6) Entergy has submitted a copy of this Declaration on
Form U-1 to the Federal Energy Regulatory Commission and to each
public service commission having jurisdiction over the retail
rates of Entergy's public utility subsidiaries.
(7) Neither Entergy nor any subsidiary company thereof has
been the subject of a bankruptcy or similar proceeding.
(8) Entergy's average consolidated retained earnings for
the four most recent quarterly periods have not decreased by 10%
from the average for the previous four quarterly periods.
(9) Entergy's reported operating losses for the year 1995
attributable to its direct or indirect EWG and FUCO investments
were approximately than 0.75% of consolidated retained earnings
at December 31, 1995.
Item 2. Fees, Commissions and Expenses.
The estimated fees, commissions and expenses expected to be
paid or incurred, directly or indirectly, in connection with the
transaction described herein will be supplied by amendment.
Item 3. Applicable Statutory Provisions.
The proposed payments to Entergy by EPI out of EPI's capital
or unearned surplus are subject to Section 12(c) of the Act and
Rule 46(a) thereunder. In addition, Rules 53 and 54 under the
Act are applicable in respect of the proposed transaction.
To the extent that the proposed transaction is considered by
the Commission to require authorization, approval or exemption
under any Section of the Act or rule thereunder, other than those
specifically referred to above, request for such authorization,
approval or exemption is hereby made.
Item 4. Regulatory Approval.
No state commission and no Federal commission, other than
the Commission, has jurisdiction over the proposed transaction.
Item 5. Procedure.
The Declarants respectfully request that the Commission
issue its order permitting the Declaration to become effective as
soon as practicable, but in any event not later than May 27,
1996.
The Declarants hereby (i) waive a recommended decision by a
hearing officer or any other responsible officer of the
Commission, (ii) agree that the Division of Investment Management
may assist in the preparation of the decision of the Commission,
and (iii) request that there be no waiting period between the
issuance of the order of the Commission and the day on which such
order is to become effective.
Item 6. Exhibits and Financial Statements.
(a) Exhibits:
F - Opinion of Counsel (to be filed by amendment)
G - Financial Data Schedules
H - Proposed Form of Notice
(b) Financial Statements:
Financial Statements of Entergy Corporation and of Entergy
Corporation and subsidiaries, consolidated, as of December 31,
1995, including pro forma journal entries (reference also is made
to Exhibit G hereto).
Financial Statements of Entergy Power, Inc. as of December
31, 1995, including pro forma journal entries (reference also is
made to Exhibit G hereto).
Except as reflected in the Financial Statements, no material
changes not in the ordinary course of business have taken place
since December 31, 1995.
Item 7. Information as to Environmental Effects.
The proposed transaction does not involve any major Federal
action significantly affecting the quality of the human
environment. No Federal agency has prepared or is preparing an
environmental impact statement with respect to the proposed
transaction.
<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 CORPORATION
By:/s/Michael G. Thompson
Michael G. Thompson
Senior Vice President,
General Counsel and Secretary
ENTERGY POWER, INC.
By:/s/Michael G. Thompson
Michael G. Thompson
Vice President and Secretary
Dated: April 16, 1996
_______________________________
<FN1>See Holding Company Act Release ("HCAR") No. 25136.
<FN2>In order to eliminate the financial burdens of EPI's highly
leveraged capital structure, EPI sought and received an
order of the Commission in April 1995 permitting EPI to
change its capital structure from one consisting
predominantly of debt to one consisting entirely of equity.
See HCAR No. 26275 (dated April 18, 1995).
<FN3>In accordance with Rule 45(c) under the Act, Entergy
transferred these funds to EPI in order to reflect on EPI's
books tax benefits associated with net operating losses
generated by EPI and used in Entergy's consolidated Federal
income tax returns for the years 1990 through 1995.
<FN4>Pursuant to Section 170 of the Delaware General Corporation
Law ("DGCL"), the directors of EPI may declare a dividend
from "surplus". Section 154 of the DGCL defines surplus as
a corporation's assets in excess of its liabilities plus
stated capital. In this regard, as of December 31, 1995,
EPI had stated capital in the amount of $55,000, a deficit
in retained earnings of approximately $77,771,562, and other
paid-in capital of approximately $249,950,000. Therefore,
at December 31, 1995, EPI had a surplus of approximately
$172,178,438 (i.e., the excess of $224,841,651 in total
assets over $55,000 in stated capital plus $52,608,213 in
total liabilities). However, authority is requested herein
for EPI to pay up to $55 million of such surplus to Entergy.
FINANCIAL STATEMENTS
_________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-1
ENTERGY POWER, INC.
___________________________________________
AS OF DECEMBER 31, 1995
(Unaudited)
_____________________________________________
Pages 1 through 5
<PAGE>
ENTERGY POWER, INC.
JOURNAL ENTRIES
(In Thousands)
Paid-in Capital $55,000
Temporary Cash Investments $55,000
To record a return of capital of $55,000,000 from Entergy Power,
Incorporated to Entergy Corporation.
<PAGE>
<TABLE>
<CAPTION>
ENTERGY POWER, INCORPORATED
PRO FORMA BALANCE SHEET
DECEMBER 31, 1995
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
ASSETS Transaction Filing Transaction
(In Thousands)
<S> <C> <C> <C>
Utility Plant:
Electric $237,084 $237,084
Electric plant acquisition adjustment 788 788
Construction work in progress 4,028 4,028
-------- --------- --------
Total 241,900 241,900
Less - accumulated depreciation and amortization 96,697 96,697
-------- --------- --------
Utility plant - net 145,203 145,203
-------- --------- --------
Current Assets:
Cash and cash equivalents:
Cash 257 257
Temporary cash investments - at cost,
which approximates market - 59,225 ($55,000) 4,225
-------- --------- --------
Total cash and cash equivalents 59,482 (55,000) 4,482
Accounts receivable:
Associated companies 4,971 4,971
Other 8,327 8,327
Fuel Inventory - at average cost 3,539 3,539
Materials and supplies - at average cost 2,547 2,547
-------- --------- --------
Total 78,866 (55,000) 23,866
-------- --------- --------
Deferred Debits:
Accumulated deferred income taxes 771 771
Other 2 2
-------- --------- --------
Total 773 773
-------- --------- --------
TOTAL $224,842 ($55,000) $169,842
======== ======== ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY POWER, INCORPORATED
PRO FORMA BALANCE SHEET
DECEMBER 31, 1995
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
CAPITALIZATION AND LIABILITIES Transaction Filing Transaction
(In Thousands)
<S> <C> <C> <C>
Capitalization:
Common stock, $5 par value, authorized
20,000 shares; issued 11,000 and 1,000
shares for 1995 and 1994 $55 $55
Paid-in capital 249,950 ($55,000) 194,950
Accumulated deficit (77,772) (77,772)
-------- -------- --------
Total common stockholder's equity 172,233 (55,000) 117,233
-------- -------- --------
Current Liabilities:
Accounts payable:
Associated companies 7,583 7,583
Other 291 291
Taxes accrued 4,836 4,836
Other 523 523
-------- -------- --------
Total 13,233 13,233
-------- -------- --------
Deferred Credits:
Accumulated deferred income taxes 37,912 37,912
Deferred revenue 1,464 1,464
-------- -------- --------
Total 39,376 39,376
-------- -------- --------
TOTAL $224,842 ($55,000) $169,842
======== ======== ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY POWER, INCORPORATED
PRO FORMA STATEMENT OF OPERATIONS
TWELVE MONTHS ENDED DECEMBER 31, 1995
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
Transaction Filing Transaction
(In Thousands)
<S> <C> <C> <C>
Revenues:
Associated companies $30,992 $30,992
Others 33,123 33,123
-------- --------- --------
Total 64,115 64,115
-------- --------- --------
Operating Expenses:
Operation:
Fuel and fuel-related expenses 43,058 43,058
Purchased power 2,148 2,148
Other operation 12,827 12,827
Maintenance 11,820 11,820
Depreciation and amortization 5,722 5,722
Taxes other than income taxes 1,036 1,036
Income tax expense: 0
Current (44,439) (44,439)
Deferred 37,710 37,710
-------- --------- --------
Total 69,882 69,882
-------- --------- --------
Operating Income (5,767) (5,767)
Other Income (Deductions):
Interest Income 1,164 1,164
Miscellaneous income and deductions - net (72) (72)
-------- --------- --------
Total 1,092 1,092
-------- --------- --------
Interest Charges:
Interest on advances from stockholders 5,993 5,993
Other interest 1 1
Allowance for borrowed funds used
during construction (2) (2)
-------- --------- --------
Total 5,992 5,992
-------- --------- --------
Net Loss ($10,667) ($10,667)
======== ========= ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY POWER, INCORPORATED
PRO FORMA STATEMENTS OF ACCUMULATED DEFICITS AND PAID-IN CAPITAL
TWELVE MONTHS ENDED DECEMBER 31, 1995
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
Transaction Filing Transaction
(In Thousands)
<S> <C> <C> <C>
Accumulated Deficit, January 1, 1995 ($67,105) ($67,105)
Add
Net Loss (10,667) (10,667)
-------- -------- --------
Accumulated Deficit, December 31, 1995 (77,772) (77,772)
======== ======== ========
Paid-in Capital, January 1, 1995 0 0
Add
Contribution in excess of par value from
issuance of 10,000 shares of common stock
$5 par value 249,950 (55,000) 194,950
-------- -------- --------
Paid-in Capital, December 31, 1995 $249,950 ($55,000) $194,950
======== ======== ========
</TABLE>
FINANCIAL STATEMENTS
_________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-1
ENTERGY CORPORATION
___________________________________________
AS OF DECEMBER 31, 1995
(Unaudited)
_____________________________________________
Pages 1 through 5
<PAGE>
ENTERGY CORPORATION
JOURNAL ENTRIES
(In Thousands)
Cash $55,000
Investment in Wholly-owned Subsidiary-EPI $55,000
To record a return of capital of $55,000,000 from Entergy Power,
Incorporated to Entergy Corporation.
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION
PRO FORMA BALANCE SHEET
DECEMBER 31, 1995
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
ASSETS Transaction Filing Transaction
(In Thousands)
<S> <C> <C> <C>
Investment in Wholly-owned Subsidiaries $6,354,267 ($55,000) $6,299,267
---------- -------- ----------
Current Assets:
Cash and cash equivalents:
Cash 25 55,000 55,025
Temporary cash investments - at cost,
which approximates market
Associated companies 29,180
29,180
Other 99,939
---------- -------- ----------
Total cash and cash equivalents 129,144 55,000 184,144
Accounts receivable:
Associated companies 8,697 8,697
Other 356 356
Interest receivable 497 497
Other 9,511 9,511
---------- -------- ----------
Total 148,205 55,000 203,205
---------- -------- ----------
Deferred Debits 47,381 47,381
---------- -------- ----------
TOTAL $6,549,853 $0 $6,549,853
========== ======== ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION
PRO FORMA BALANCE SHEET
DECEMBER 31, 1995
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
CAPITALIZATION AND LIABILITIES Transaction Filing Transaction
(In Thousands)
<S> <C> <C> <C>
Capitalization:
Common stock, $.01par value, authorized
500,000,000 shares; issued 230,017,485
shares $2,300 $2,300
Paid-in capital 4,201,483 4,201,483
Retained earnings 2,335,579 2,335,579
Less - treasury stock (2,251,318 shares in 1995) 67,642 67,642
---------- ----------- ----------
Total common shareholders' equity 6,471,720 6,471,720
Current Liabilities:
Accounts payable:
Associated companies 762 762
Other 1,142 1,142
Other current liabilities 5,930 5,930
---------- ----------- ----------
Total 7,834 7,834
---------- ----------- ----------
Deferred Credits and Noncurrent Liabilities 70,299 70,299
---------- ----------- ----------
TOTAL $6,549,853 $6,549,853
========== =========== ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED DECEMBER 31, 1995
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
Transaction Filing Transaction
(In Thousands)
<S> <C> <C> <C>
Income:
Equity in income of subsidiaries $549,144 $549,144
Interest on temporary investments 20,641 20,641
-------- --------- --------
Total 569,785 569,785
-------- --------- --------
Expenses and Other Deductions:
Administrative and general expenses 53,872 53,872
Income taxes (credit) (5,383) (5,383)
Taxes other than income taxes (credit) 1,102 1,102
Interest (credit) 214 214
-------- --------- --------
Total 49,805 49,805
-------- --------- --------
Net Income $519,980 $519,980
======== ========= ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION
PRO FORMA STATEMENT OF RETAINED EARNINGS
TWELVE MONTHS ENDED DECEMBER 31, 1995
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
Transaction Filing Transaction
(In Thousands)
<S> <C> <C>
Retained Earnings - January 1, 1995 $2,223,739 $2,223,739
Add
Net Income 519,980 519,980
---------- ----------
Total 2,743,719 2,743,719
---------- ----------
Deduct:
Dividends declared on common stock 409,801 409,801
Capital stock and other expenses (1,661) (1,661)
---------- ----------
Total 408,140 408,140
---------- ----------
Retained Earnings - December 31, 1995 $2,335,579 $2,335,579
========== ==========
</TABLE>
FINANCIAL STATEMENTS
_________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-1
ENTERGY CORPORATION
AND SUBSIDIARIES CONSOLIDATED
___________________________________________
AS OF DECEMBER 31, 1995
(Unaudited)
_____________________________________________
Pages 1 through 4
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1995
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
ASSETS Transaction Filing Transaction
(In Thousands)
<S> <C> <C>
Utility Plant:
Electric $21,698,593 $21,698,593
Plant acquisition adjustment - GSU 471,690 471,690
Electric plant under leases 675,425 675,425
Property under capital leases - electric 145,146 145,146
Natural gas 166,872 166,872
Steam products 77,551 77,551
Construction work in progress 482,950 482,950
Nuclear fuel under capital leases 312,782 312,782
Nuclear fuel 49,100 49,100
----------- -----------
Total 24,080,109 24,080,109
Less - accumulated depreciation
and amortization 8,259,318 8,259,318
----------- -----------
Utility plant - net 15,820,791 15,820,791
----------- -----------
Other Property and Investments:
Decommissioning trust funds 277,716 277,716
Other 434,619 434,619
----------- -----------
Total 712,335 712,335
----------- -----------
Current Assets:
Cash and cash equivalents:
Cash 42,822 42,822
Temporary cash investments - at cost,
which approximates market 490,768 490,768
----------- -----------
Total cash and cash equivalents 533,590 533,590
Special deposits 10,884 10,884
Notes receivable 6,907 6,907
Accounts receivable:
Customer (less allowance for
doubtful accounts of $7.1 million) 333,343 333,343
Other 59,176 59,176
Accrued unbilled revenues 293,461 293,461
Deferred fuel 25,924 25,924
Fuel inventory 122,167 122,167
Materials and supplies - at average cost 345,330 345,330
Rate deferrals 420,221 420,221
Prepayments and other 164,237 164,237
----------- -----------
Total 2,315,240 2,315,240
----------- -----------
Deferred Debits and Other Assets:
Regulatory Assets:
Rate deferrals 1,033,282 1,033,282
SFAS 109 regulatory asset - net 1,279,495 1,279,495
Unamortized loss on reacquired debt 224,131 224,131
Other regulatory assets 329,397 329,397
Long-term receivables 224,726 224,726
Other 326,533 326,533
----------- -----------
Total 3,417,564 3,417,564
----------- -----------
TOTAL $22,265,930 $22,265,930
=========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1995
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
CAPITALIZATION AND LIABILITIES Transaction Filing Transaction
(In Thousands)
<S> <C> <C>
Capitalization:
Common stock, $.01par value, authorized
500,000,000 shares; issued 230,017,485
shares $2,300 $2,300
Paid-in capital 4,201,483 4,201,483
Retained earnings 2,335,579 2,335,579
Less - treasury stock (2,251,318 shares in 1995) 67,642 67,642
----------- -----------
Total common shareholders' equity 6,471,720 6,471,720
Subsidiary's preference stock 150,000 150,000
Subsidiaries' preferred stock:
Without sinking fund 550,955 550,955
With sinking fund 253,460 253,460
Long-term debt 6,777,124 6,777,124
----------- -----------
Total 14,203,259 14,203,259
----------- -----------
Other Noncurrent Liabilities:
Obligations under capital leases 303,664 303,664
Other 317,949 317,949
----------- -----------
Total 621,613 621,613
----------- -----------
Current Liabilities:
Currently maturing long-term debt 558,650 558,650
Notes payable 45,667 45,667
Accounts payable 460,379 460,379
Customer deposits 140,054 140,054
Taxes accrued 207,828 207,828
Accumulated deferred income taxes 72,847 72,847
Interest accrued 195,445 195,445
Dividends declared 12,194 12,194
Nuclear refueling reserve 22,627 22,627
Obligations under capital leases 151,140 151,140
Reserve for rate refund 8,855 8,855
Other 224,412 224,412
----------- -----------
Total 2,100,098 2,100,098
----------- -----------
Deferred Credits:
Accumulated deferred income taxes 3,777,644 3,777,644
Accumulated deferred investment
tax credits 612,701 612,701
Other 950,615 950,615
----------- -----------
Total 5,340,960 5,340,960
----------- -----------
TOTAL $22,265,930 $22,265,930
=========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
TWELVE MONTHS ENDED DECEMBER 31, 1995
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
Transaction Filing Transaction
(In Thousands)
<S> <C> <C>
Operating Revenues:
Electric $6,121,141 $6,121,141
Natural gas 103,992 103,992
Steam Products 49,295 49,295
---------- ----------
Total 6,274,428 6,274,428
---------- ----------
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses
and gas purchased for resale 1,395,889 1,395,889
Purchased power 356,596 356,596
Nuclear refueling outage expenses 84,972 84,972
Other operation and maintenance 1,468,851 1,468,851
Depreciation, amortization and decommissioning 690,841 690,841
Taxes other than income taxes 299,926 299,926
Income taxes 349,528 349,528
Amortization of rate deferrals 408,087 408,087
---------- ----------
Total 5,054,690 5,054,690
---------- ----------
Operating Income 1,219,738 1,219,738
---------- ----------
Other Income (Deductions):
Allowance for equity funds used
during construction 9,629 9,629
Miscellaneous - net (20,947) (20,947)
Income taxes 13,346 13,346
---------- ----------
Total 2,028 2,028
---------- ----------
Interest Charges:
Interest on long-term debt 633,851 633,851
Other interest - net 33,749 33,749
Allowance for borrowed funds used
during construction (8,368) (8,368)
Preferred dividend requirements 77,969 77,969
---------- ----------
Total 737,201 737,201
---------- ----------
Income before the Cumulative Effect
of Accounting Changes 484,565 484,565
Cumulative Effect of Accounting Changes
(net of income taxes) 35,415 35,415
---------- ----------
Net Income $519,980 $519,980
========== ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF RETAINED EARNINGS
TWELVE MONTHS ENDED DECEMBER 31, 1995
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
Transaction Filing Transaction
(In Thousands)
<S> <C> <C>
Retained Earnings - January 1, 1995 $2,223,739 $2,223,739
Add
Net Income 519,980 519,980
---------- ----------
Total 2,743,719 2,743,719
---------- ----------
Deduct:
Dividends declared on common stock 409,801 409,801
Capital stock and other expenses (1,661) (1,661)
---------- ----------
Total 408,140 408,140
---------- ----------
Retained Earnings - December 31, 1995 $2,335,579 $2,335,579
========== ==========
</TABLE>
EXHIBIT H
UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Release No. 35-_______/ File No. 70-________
___________________________________
In the Matter of :
:
ENTERGY POWER, INC. :
ENTERGY CORPORATION :
:
:
___________________________________:
NOTICE OF PROPOSED DECLARATION CONCERNING PAYMENTS OUT OF CAPITAL
OR UNEARNED SURPLUS
Entergy Corporation ("Entergy"), 639 Loyola Avenue, New
Orleans, Louisiana 70113, a registered holding company, and
Entergy Power, Inc. ("EPI"), 900 South Shackleford Road, Little
Rock, Arkansas 72211, a wholly-owned subsidiary of Entergy, have
filed a declaration pursuant to Section 12(c) of the Act and
Rules 46, 53 and 54 thereunder.
EPI has cash and cash equivalents far in excess of its
capital needs for the foreseeable future. Accordingly, EPI
proposes to make payments to Entergy out of EPI's capital or
unearned surplus in an aggregate amount up to $55,000,000 from
time to time during the period through December 31, 1998.
The declaration and any amendments thereto are available for
the 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 no later than
[___________, 1996], to the Secretary, Securities and Exchange
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, and
serve a copy on the declarants at the addresses specified above.
Proof of service (by affidavit or, in case of an attorney at law,
be 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
declaration, as filed or as it may be amended, may be permitted
to become effective.
For the Commission, by the Office of Public Utility
Regulation, pursuant to delegated authority.
[NAME OF SECRETARY]
[Secretary]
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 023
<NAME> ENTERGY POWER, INC.
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1995
<PERIOD-END> DEC-31-1995 DEC-31-1995
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 145,203 145,203
<OTHER-PROPERTY-AND-INVEST> 0 0
<TOTAL-CURRENT-ASSETS> 78,866 23,866
<TOTAL-DEFERRED-CHARGES> 773 773
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 224,842 169,842
<COMMON> 55 55
<CAPITAL-SURPLUS-PAID-IN> 249,950 194,950
<RETAINED-EARNINGS> (77,772) (77,772)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 172,233 117,223
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 52,609 52,609
<TOT-CAPITALIZATION-AND-LIAB> 224,842 169,842
<GROSS-OPERATING-REVENUE> 64,115 64,115
<INCOME-TAX-EXPENSE> (6,729) (6,729)
<OTHER-OPERATING-EXPENSES> 76,611 76,611
<TOTAL-OPERATING-EXPENSES> 69,882 69,882
<OPERATING-INCOME-LOSS> (5,767) (5,767)
<OTHER-INCOME-NET> 1,092 1,092
<INCOME-BEFORE-INTEREST-EXPEN> 4,675 4,675
<TOTAL-INTEREST-EXPENSE> 5,992 5,992
<NET-INCOME> (10,667) (10,667)
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 0 0
<COMMON-STOCK-DIVIDENDS> 0 0
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 016
<NAME> ENTERGY CORPORATION
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1995
<PERIOD-END> DEC-31-1995 DEC-31-1995
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 0 0
<OTHER-PROPERTY-AND-INVEST> 6,354,264 6,299,267
<TOTAL-CURRENT-ASSETS> 148,205 203,205
<TOTAL-DEFERRED-CHARGES> 47,381 47,381
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 6,549,853 6,549,853
<COMMON> 2,300 2,300
<CAPITAL-SURPLUS-PAID-IN> 4,201,483 4,201,483
<RETAINED-EARNINGS> 2,335,579 2,225,579
<TOTAL-COMMON-STOCKHOLDERS-EQ> 6,471,720 6,471,720
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 78,133 78,133
<TOT-CAPITALIZATION-AND-LIAB> 6,549,853 6,549,853
<GROSS-OPERATING-REVENUE> 569,785 569,785
<INCOME-TAX-EXPENSE> (5,383) (5,383)
<OTHER-OPERATING-EXPENSES> 55,188 55,188
<TOTAL-OPERATING-EXPENSES> 49,805 49,805
<OPERATING-INCOME-LOSS> 519,980 519,980
<OTHER-INCOME-NET> 0 0
<INCOME-BEFORE-INTEREST-EXPEN> 0 0
<TOTAL-INTEREST-EXPENSE> 0 0
<NET-INCOME> 519,980 519,980
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 0 0
<COMMON-STOCK-DIVIDENDS> 408,140 408,140
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 017
<NAME> ENTERGY CORPORATION & SUBSIDIARIES (CONSOLIDATED)
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1995
<PERIOD-END> DEC-31-1995 DEC-31-1995
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 15,820,791 15,820,791
<OTHER-PROPERTY-AND-INVEST> 712,335 712,335
<TOTAL-CURRENT-ASSETS> 2,315,240 2,315,240
<TOTAL-DEFERRED-CHARGES> 3,417,564 3,417,564
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 22,265,930 22,265,930
<COMMON> 2,300 2,300
<CAPITAL-SURPLUS-PAID-IN> 4,201,483 4,201,483
<RETAINED-EARNINGS> 2,335,579 2,335,579
<TOTAL-COMMON-STOCKHOLDERS-EQ> 6,471,720 6,471,720
253,460 253,460
550,955 550,955
<LONG-TERM-DEBT-NET> 6,777,124 6,777,124
<SHORT-TERM-NOTES> 45,667 45,667
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 558,650 558,650
0 0
<CAPITAL-LEASE-OBLIGATIONS> 303,664 303,664
<LEASES-CURRENT> 151,140 151,140
<OTHER-ITEMS-CAPITAL-AND-LIAB> 7,153,550 7,153,550
<TOT-CAPITALIZATION-AND-LIAB> 22,265,930 22,265,930
<GROSS-OPERATING-REVENUE> 6,274,428 6,274,428
<INCOME-TAX-EXPENSE> 349,528 349,528
<OTHER-OPERATING-EXPENSES> 4,705,162 4,705,162
<TOTAL-OPERATING-EXPENSES> 5,054,690 5,054,690
<OPERATING-INCOME-LOSS> 1,219,738 1,219,738
<OTHER-INCOME-NET> 37,443 37,443
<INCOME-BEFORE-INTEREST-EXPEN> 1,257,181 1,257,181
<TOTAL-INTEREST-EXPENSE> 737,201 737,201
<NET-INCOME> 519,980 519,980
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 519,980 519,980
<COMMON-STOCK-DIVIDENDS> 408,140 408,140
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
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