SYSTEM FUELS INC
35-CERT, 1994-07-28
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                    UNITED STATES OF AMERICA
                                
          BEFORE THE SECURITIES AND EXCHANGE COMMISSION
                                
                        Washington, D. C.

. . . . . . . . . . . . . . . . . . . . . . . . .. .
                                                   .
        In the Matter of                           .
                                                   .
ARKANSAS POWER & LIGHT COMPANY                     .
LOUISIANA POWER & LIGHT COMPANY                    .
MISSISSIPPI POWER & LIGHT COMPANY                  .
NEW ORLEANS PUBLIC SERVICE INC.                    .
                                                   .
     File No. 70-5015                              .
     ________________                              . CERTIFICATE
                                                   . PURSUANT TO
     In the Matter of                              . RULE 24
                                                   .
SYSTEM FUELS, INC.                                 .
SYSTEM ENERGY RESOURCES, INC.                      .
ARKANSAS POWER & LIGHT COMPANY                     .
LOUISIANA POWER & LIGHT COMPANY                    .
MISSISSIPPI POWER & LIGHT COMPANY                  .
NEW ORLEANS PUBLIC SERVICE INC.                    .
                                                   .
        File No.  70-5889                          .
        File No.  70-7574                          .
        File No.  70-7668                          .
        
        ----------------

        In the Matter of                           .
                                                   .
SYSTEM FUELS, INC.                                 .
ENTERGY CORPORATION                                .
                                                   .
        File No.  70-8331                          .
                                                   .
     (Public Utility Holding Company Act of 1935)  .
. . . . . . . . . . . . . . . . . . . . . . . . .. .

Pursuant  to  Rule 24 promulgated by the Securities and  Exchange
Commission (SEC) under the Public Utility Holding Company Act  of
1935,  modified by request in the application(s) - declaration(s)
referenced   above,  this  is  to  certify  that  the   following
transactions  were carried out and borrowings  made,  during  the
quarter  ended  June 30, 1994, pursuant to System  Fuels,  Inc.'s
(SFI)  function as a supplier of fuel for the Entergy Corporation
Operating  Companies (System) in accordance with  the  terms  and
conditions   of   and  for  the  purposes  represented   in   the
application(s) - declaration(s), as amended, and pursuant to  the
Orders of the SEC, indicated below:

70-5015 December 17, 1971 ...................................  I
70-5889 April 28, 1978 ......................................  I
70-7574 January 31, 1989 ...................................  II
70-7668 September 27, 1989 ................................  III
70-8331 December 29, 1993 ..................................  IV

<PAGE>

I. File No. 70-5015 and File No. 70-5889 - 1994 Fuel Supply
   Programs

   Expenditures for SFI's fuel program for 1994 during the
   2nd quarter and year to date are indicated below:

                                                           Net Expenditures
                                                           During      Year
                                                           2nd Qtr   To Date
                                                             (In Thousands)
   1994 Fuel Supply Program:
     1.  Gas and Oil Development and Production ......... $     79 $     186
     2.  Nuclear Fuel Procurement .......................   23,213    29,113
     3.  Fuel Oil Program ...............................     (898)   (4,177)
                                                          -------- ---------
  Total Expenditures ....................................   22,395    25,122
                                                          -------- ---------
  Less funds derived through amortization and
       depreciation charges:
     Amortization of Gas and Oil Development and
       Production Costs .................................      125      (287)
     Depreciation and other amortization ................     (171)     (304)
                                                          --------  --------
  Total depreciation and amortization ...................      (46)     (591)
                                                         ---------  --------
  Net Expenditures ......................................   22,349    24,531

  (Increase) Decrease in:
     Outside financing ..................................  (23,000)  (23,000)
     System Money Pool borrowings .......................   13,984    12,535
     Parent Companies borrowings ........................        0         0
                                                         ---------  --------
  Total (increase) decrease in borrowings ...............   (9,016)  (10,465)
                                                         ---------  --------
  (Increase) Decrease in working capital ................$  13,333  $ 14,066
                                                         =========  ========


  1. Gas and Oil Development and Production
                                                           Net Expenditures
                                                          During      Year
                                                          2nd Qtr    To Date
                                                            (In Thousands)

    Gas and Oil Development and Production ............. $     79   $    186
                                                         ========   ========

   a) During the quarter, there was no drilling activity



   b) SFI   produced,   during  the  quarter,  234,000   MCF   of
      natural gas and 14,000 barrels of oil from its Gas and  Oil
      Development  and  Production Program (Program)  which  were
      sold to non-System parties.

      During  the  2nd  quarter  of  1994,  all  of SFI's natural
      gas  production  was  sold  to  non-System  parties.   This
      condition  is  expected  to continue  indefinitely.   As  a
      result,  SFI expenditures in the Program are being  limited
      to  amounts required to protect its existing investments in
      the  properties.   No investments in new leases  are  being
      made at this time.

      As   previously   reported,   amortization   continues   to
      exceed   SFI's   investment   in   this   program.   Excess
      amortization,  during  this  quarter,  was  eroded  by  the
      payment  of  a  judgment rendered in a  thirteen  year  old
      lawsuit.  The  net  effect was $204,000  reduction  of  the
      accumulated  excess,  which now stands  at  $1,863,795,  at
      June 30, 1994.

  (c) Calculation    of    net   proceeds    from    sales    to
      non-System  parties from the Program used to  amortize  the
      investment in the Program:

                                                           Net Expenditures
                                                          During      Year
                                                         2nd  Qtr    To Date
                                                            (In Thousands)
       Sales to non-System parties:
         Natural Gas .................................. $     161   $    599
         Condensate ...................................        19         30
         Crude Oil ....................................       106        259
                                                        ---------   --------
        Total .........................................       286        888

        Miscellaneous income from non-System parties..         71        132
                                                        ---------   --------
        Total .........................................       357      1,020

        General and administrative expense ............       (88)      (228)
        Operating expense .............................      (258)      (391)
        Interest expense ..............................      (161)      (145)
        Amortization adjustment .......................        25         31
                                                         --------    -------
        Net proceeds ..................................  $   (125)   $   287
                                                         ========    =======


2.  Nuclear Fuel Procurement (See Item III)

                                                          Net Expenditures
                                                          During       Year
                                                         2nd  Qtr    To Date
                                                            (In Thousands)

   Nuclear Fuel Procurement ........................... $  23,213    $ 29,113
                                                         ========    ========


                                                           Net Expenditures
                                                           During    Year
                                                         2nd  Qtr    To Date
                                                              (In Thousands)

   Activities during the period:
     Expenditures for nuclear materials and processing
         services ..................................... $  22,645   $ 28,306
      General and administrative expense ..............        52         76
      Interest expense ................................       516        731
                                                        ---------   --------
      Total  ...........................................   23,213     29,113
                                                         --------   --------
     Sales of nuclear materials and processing
         services to System companies .................         0          0
                                                         --------   --------
    Net  effect on inventory ........................... $ 23,213   $ 29,113
                                                         ========   ========

  During  the  quarter,   SFI's  purchases  totaled  $22.6
  million  for  nuclear materials and services. SFI entered  into
  contracts for the supply of 2.673   million puounds of U3O8.

  SFI had no sales of nuclear materials and  services during
  this reporting period.


3. Fuel Oil Program (See Item II)
                                                          Net Expenditures
                                                          During      Year
                                                         2nd  Qtr    To Date
                                                           (In Thousands)

   Fuel Oil Inventory ................................. $   (898)   $ (4,177)
                                                         ========   ========

   a) Fuel Oil Inventory:
                                                                        Book
         Inventory as of:                                  Barrels     Value
                                                              (In Thousands)

         December 31, 1993 ............................     2,070     $ 31,596
         March 31, 1994 ...............................     1,790     $ 28,316
         June  30, 1994 ................................    1,652     $ 27,418

                                                             During 2nd Qtr.
                                                           Barrels      Cost

     Sales price per barrel to System companies
       excluding period cost:
            #2 Fuel Oil ...............................    47,032     $  24.75
            #6 Fuel Oil ...............................   972,477     $  10.36

   During  this  quarter, there  was  no  resolution  between SFI
   and  Marathon  Oil  Company  regarding  the  continuation   of
   suspension  of the fuel oil deliveries under the  April,  1982
   supply  contract. Discussions continue.  Other than  Marathon,
   SFI has no long term contracts for fuel oil.



4.     Other Items:

  a)  As  of  June  30,  1994,  SFI's outstanding  debt  and
      Parent Companies investment consisted of:
                                                        (In Thousands)
          Parent Companies:
             Common stock .............................. $     20
             Notes payable .............................   34,000
                                                         --------
                Total ..................................   34,020
                                                         --------
          System Money Pool ............................   12,795
                                                         --------
          Outside Financing:
             Bank borrowings ...........................   23,000
                                                         --------
          Total ........................................ $ 69,815
                                                         ========

  b)  As   of  January   1,   1987,  SFI's   employees   were
      transferred  to  Entergy Services, Inc. (Entergy  Services)
      where  some  of  them  continue to operate  the  continuing
      activities  of SFI.  For the 2nd quarter of 1994,  SFI  was
      billed by Entergy Services, Inc. the following amounts  for
      services  performed for SFI that were previously  performed
      by  SFI  employees.  SFI also reimbursed Entergy  Services,
      at  cost,  for  other services received (financial,  legal,
      administrative and other activities).
                                                                   Total
                                                                  During
                                      Apr      May      Jun       2nd Qtr
     Cost of services charged to
     Service Requests established
     to track cost of functions
     previously performed by SFI
     personnel:
        Direct Cost:
           Labor and related cost  $ 31,854  $ 39,510 $  31,906  $103,270
           Other direct cost .....   14,025     9,862       530    24,417
        Indirect cost ............    7,857     4,834     3,774    16,465
                                   --------  -------- ---------  --------
              Total ..............   53,736    54,206    36,210   144,152
                                   --------  -------- ---------  --------
     Cost of services charged to
     Service Requests not related
     to transfer of SFI personnel.  125,143    95,674   337,587   558,404
                                   --------  -------- ---------  --------
     Total cost of services
     performed by Entergy
     Services .................... $178,879  $149,880  $373,797  $702,556
                                   ========  ========  ========  ========

     Amounts billed to Operating
     Companies for the Fuel Oil
     Program * ................... $119,053  $ 98,914  $242,872  $460,839

     Deferred Cost/Services.......    2,139       747    (3,073)     (187)

     Charged to Nuclear Fuel
     Procurement .................    6,891     5,555    25,120    37,566

     Charged to Gas and Oil
     Development and Production ..   50,796    44,664   108,878   204,338
                                   --------  --------  --------  --------
        Total .................... $178,879  $149,880  $373,797  $702,556
                                   ========  ========  ========  ========


 *  Charged to the Fuel Oil Program as a component of
    period costs.  For the 2nd quarter of 1994 Fuel Oil Program
    period costs were allocated 15% to Arkansas Power & Light
    Company, 54% to Louisiana Power & Light Company, 19% to
    Mississippi Power & Light Company and 12% to New Orleans
    Public Service Inc.

  c)   As previously reported, the System's fuels planning
       and procurement administration was reorganized during
       1988, redefining the fuels management roles and placing
       the responsibility for most fuel procurement decisions
       with Entergy Corporation System Executives.

SFI,  utilizing  Entergy  Services  personnel,  continues  to  be
responsible  for gas and oil production, financing  nuclear  fuel
inventory  and fuel oil inventory and facilities, and  accounting
functions related to these continuing activities.




II.  File No 70-7574 Bank of America Agreement (B of A)

      During  the  quarter,  SFI borrowed $8,000,000  under  this
financing agreement.  Commitment fees of $11,375 were incurred on
the  unused  portion  of the agreement.  The average  outstanding
principal  balance, for the quarter, was $5,538,000 and  interest
cost totaled $66,500.00.

     As of June 30, 1994, the sum of the Aggregate Borrowing Base
of  Eligible  Fuel Oil Inventory and Receivables was  $17,584,000
and $8,000,000 was outstanding under the B of A agreement.

III. File No 70-7668 Yasuda Trust and Banking Co., Ltd. Agreement
     (Yasuda)

      During  the  quarter, SFI borrowed $15,000,000  under  this
financing agreement. Commitment fees of $13,463 were incurred  on
the  unused  portion  of the agreement.  The average  outstanding
principal balance, for the quarter, was $10,385,000 and  interest
cost totaled $119,766.

      As  previously  reported, the Yasuda credit  agreement  was
amended, pursuant to SEC authorization (See HCAR No. 25634, dated
September  17, 1992) to increase the commitment fees and  margins
payable  on certain loans and to extend the termination  date  of
the  agreement  to  September 30, 1995.  A copy  of  the  amended
credit agreement was filed with the SEC.

    As  of June 30, 1994, the book value of the nuclear fuel  was
$43,050,000  and  there  was $15,000,000  outstanding  under  the
Yasuda agreement.


 IV.   File No 70-8331 Entergy Corporation Revolving Credit
       Agreement (Entergy)

       Pursuant  to  the Order issued on  March  16,  1994,
       (Realease 35-26006), SFI entered into a loan agreement with 
       Entergy Corporation on March 21, 1994. The agreement allows 
       SFI to borrow and reborrow from Entergy Corporation amounts  
       not to exceed $30,000,000 at any one time. This agreement 
       terminates on December 31, 1996.

       During the quarter ended June 30, 1994, SFI did  not
       borrow under this agreement.




<PAGE>

        IN WITNESS WHEREOF, SFI has caused this certificate to be
executed as of the 27th of July, 1994.





                           ARKANSAS POWER & LIGHT COMPANY
                           LOUISIANA POWER & LIGHT COMPANY
                           MISSISSIPPI POWER & LIGHT COMPANY
                           NEW ORLEANS PUBLIC SERVICE 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



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