File No. 70-9749
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-1/A PRE-EFFECTIVE AMENDMENT NO. 5
APPLICATION OR DECLARATION
under the
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Entergy Corporation
639 Loyola Avenue
New Orleans, Louisiana 70113
(Names of company filing this statement and address of principal
executive offices)
_____________________________________________________
Entergy Corporation
(Name of top registered holding company parent of each applicant
or declarant)
_______________________________________________________
Steven C. McNeal
Vice President and Treasurer
Entergy Corporation
639 Loyola Avenue
New Orleans, Louisiana 70113
(Name and address of agent for service)
________________________________________________________
The Commission is requested to mail copies of all orders, notices
and other communications to:
Frederick F. Nugent, Esq. William T. Baker, Jr., Esq
Vice President and General Counsel Thelen Reid & Priest LLP
Entergy Power Group 40 W. 57th Street, 25th Floor
10055 Grogans Mill Road New York, New York 10019
Parkwood II Building (212) 603-2106
The Woodlands, TX 77380 (212) 603-2001 (fax)
(281) 297-5306
(281) 297-5404 (fax)
John M. Adams, Jr. Denise C. Redmann, Esq.
Associate General Counsel-Corporate and Assistant General Counsel -
Securities Corporate and Securities
Entergy Services, Inc. Entergy Services, Inc.
639 Loyola Avenue 639 Loyola Avenue
New Orleans, Louisiana 70113 New Orleans, Louisiana 70113
(504) 576-2095 (504) 576-2272
(504) 576-4150 (fax) (504) 576-4150 (fax)
This Application/Declaration is amended and restated in its
entirety to read as follows:
Item 1. Description of Proposed Transaction.
1.1 Introduction.
This Application/Declaration seeks authorization and
approval of the Commission with respect to the ongoing financing
activities of Entergy Corporation ("Entergy") and the creation of
specified types of new subsidiaries.
1.2 Description of Entergy Corporation and its Subsidiaries
and Existing Authority.
Entergy is a registered holding company under the Public
Utility Holding Company Act of 1935, as amended (the "Act"). Its
public utility subsidiaries include Entergy Arkansas, Inc.,
Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy
Mississippi, Inc., and Entergy New Orleans, Inc. (collectively,
the "Entergy Operating Companies"). The Entergy Operating
Companies provide public-utility service to approximately 2.5
million electric customers in portions of Arkansas, Louisiana,
Mississippi, and Texas and 240,000 retail gas customers in
Louisiana. Entergy also owns all of the voting stock of System
Energy Resources, Inc. ("SERI") which owns and leases an
aggregate 90% undivided interest in Grand Gulf Steam Electric
Generating Station (nuclear) and sells all of the capacity and
energy from that interest at wholesale to its only customers,
Entergy Arkansas, Inc., Entergy Louisiana, Inc., Entergy
Mississippi, Inc., and Entergy New Orleans, Inc.
Entergy also engages through other subsidiaries in various
other energy-related and non-utility businesses. Entergy's
wholly-owned subsidiary Entergy Services, Inc. ("ESI"), provides
management, administrative, accounting, legal, engineering, and
other services primarily to the Entergy Operating Companies and
SERI. Entergy Operations, Inc. ("EOI"), also a wholly-owned
subsidiary of Entergy, provides nuclear management, operations,
and maintenance services under contract for the nuclear
facilities owned, in whole or in part, by the Entergy Operating
Companies and SERI, subject to the oversight of those companies,
respectively. Entergy Arkansas, Inc., Entergy Louisiana, Inc.,
Entergy Mississippi, Inc., and Entergy New Orleans, Inc.
collectively own all of the common stock of System Fuels, Inc.
("SFI") which implements and manages certain programs to procure,
deliver and store fuel supplies for those four companies. ESI,
EOI, and SFI, and any other subsidiaries that Entergy is
authorized, or is by rule or exemption permitted to acquire or
own whether currently existing or hereinafter formed to provide
operations and maintenance services to the Entergy Operating
Companies are herein collectively referred to as "Utility
Associate Subs."
Entergy has formed several wholly-owned subsidiaries that
provide operations and maintenance services to nonassociate
companies (such subsidiaries, together with any other
subsidiaries which Entergy is authorized or by rule or exemption
permitted to acquire and own, whether currently existing or
hereinafter formed to provide such services, are herein
collectively referred to as "O&M Subs"), including Entergy
Enterprises, Inc. ("EEI"), Entergy Nuclear, Inc. ("ENI"), and
Entergy Operations Services, Inc. ("EOSI"). EEI invests in and
develops energy and energy-related projects and businesses on
behalf of the Entergy System (as defined below) companies. ENI
operates and manages nuclear power facilities. EOSI provides
consulting services with respect to, and operates and maintains
fossil-fueled electric and steam generation, transmission and
distribution assets of utility companies, municipalities, and
large commercial and industrial customers in the United States.
Entergy conducts its power marketing and trading business
primarily through another wholly-owned O&M Sub, Entergy Power
Marketing Corp. ("EPMC"). EPMC was formed in 1995 as an "exempt
wholesale generator" ("EWG") in order to engage in the marketing
and brokering of electric power at wholesale. Pursuant to a
Commission order dated January 6, 1998 (Holding Co. Act Release
No. 26812) (the "January 1998 Order"), EPMC relinquished its EWG
status and currently engages in marketing and brokering of energy
commodities in wholesale and retail markets throughout the United
States, subject to certain conditions.,
Under the January 1998 Order, Entergy is authorized to
finance the energy marketing activities of EPMC and to provide
guarantees to EPMC. By further order of the Commission dated
June 22, 1999 (Holding Co. Act Release No. 27039) (the "June 1999
Order"), Entergy and certain of its non-utility subsidiaries
(including EPMC) were authorized, among other things, to acquire,
directly or indirectly, the securities of one or more non-utility
companies (called "New Subsidiaries") organized to engage in the
previously-authorized service and development activities of other
Entergy non-utility subsidiaries and/or to acquire and/or finance
the acquisition of the securities of one or more EWGs, "foreign
utility companies" ("FUCOs"), "exempt telecommunications
companies" ("ETCs"), "energy-related companies" within the
meaning of Rule 58 ("Rule 58 Companies"), and O&M Subs. New
Subsidiaries, EWGs, FUCOs, ETCs, Rule 58 Companies and other non-
utility subsidiaries of Entergy (including EPMC and the other O&M
Subs) which Entergy is authorized or by rule or exemption
permitted to acquire and own are referred to herein (as they were
in the June 1999 Order) collectively as "Nonutility Companies."
Entergy also has authority from the Commission, pursuant to
a June 13, 2000 order (Holding Co. Act Release No. 27184), to
finance investments in EWGs and FUCOs through the issuance and
sale of debt and equity securities and by providing related
guarantees and credit support to the extent that its "aggregate
investment" (as defined in Rule 53) in EWGs and FUCOs does not
exceed 100% of its "consolidated retained earnings" (as defined
in Rule 53).
In addition, under the June 1999 Order, the Commission
authorized Entergy and the Nonutility Companies (1) to provide
guarantees and other forms of credit support or enhancements to
or for the benefit of Nonutility Companies in an aggregate amount
outstanding not to exceed $750 million, to the extent such
transactions are not otherwise exempt; (2) to engage in various
types of transactions designed to consolidate or reorganize under
one or more New Subsidiaries all or part of Entergy's ownership
interests in certain Nonutility Companies and New Subsidiaries;
and (3) to provide operations, administrative and consulting
services to other Nonutility Companies at prices determined
without regard to "cost," subject to specified limitations and
restrictions. Such authority was originally granted through
December 31, 2002. Entergy subsequently filed a post-effective
amendment seeking to increase and extend its authority under this
file. (See Post-effective Amendment No. 1 filed on June 16, 2000
in Holding Co. Act File No. 70-9123.) Entergy sought to increase
the authorized amount described in (1) above from $750 million to
$2.75 billion and to extend the period applicable to this
authority from December 31, 2002 to December 31, 2005. The
Commission issued an order granting authority for the increased
amount and the extended period on August 21, 2000 (Holding Co.
Act Release No. 35-27216).
Entergy is currently authorized to finance its investments
in New Subsidiaries and O&M Subs from available cash resources
and from the proceeds of borrowings and common stock sales
authorized in other proceedings.
By order of the Commission dated February 26, 1997 (Holding
Co. Act Release No. 26674) (the "February 1997 Order"), Entergy
has authority to issue and sell short-term notes from time to
time through December 31, 2002, in an aggregate principal amount
at any time outstanding not to exceed $500 million. The
authority permits Entergy to borrow pursuant to a credit
agreement under which it would issue unsecured promissory notes
payable no later than three years from the date of issuance to
banks participating under such credit agreement. Entergy may use
proceeds from the borrowings for general corporate purposes,
including the acquisition of shares of its outstanding common
stock and further investments in EWGs and FUCOs and related
nonutility businesses, subject to any necessary further
Commission approvals.
By order of the Commission dated March 25, 1997 (Holding Co.
Act Release No. 26693), as supplemented by order of the
Commission dated December 15, 2000 (Holding Co. Act Release No.
27300), Entergy also has authority to issue and sell up to 30
million shares of its common stock through June 30, 2006 pursuant
to its Dividend Reinvestment and Stock Purchase Plan. Proceeds
from the issuance and sale of shares under this plan are to be
used for general corporate purposes, and subject to any requisite
Commission approval, such purposes may include, but are not
limited to, investments in subsidiaries, repayment of debt and
payment of dividends and interest.
The term "Subsidiaries" means the Entergy Operating
Companies, SERI, the Utility Associate Subs, the Nonutility
Companies, the Finance Subsidiaries (as described in Item 1.3(iv)
below), and any other subsidiaries which currently exist that
Entergy is authorized by order or permitted by rule or exemption
to acquire or own. Entergy and the Subsidiaries are sometimes
hereinafter collectively referred to as the "Entergy System."
1.3 Summary of Requested Approvals. Entergy requests
approval for a program of external financing and other related
proposals for the period through June 30, 2004 ("Authorization
Period"), as follows:
(i) Entergy requests authority to issue and sell from time
to time Common Stock (in addition to any separate
authority relating to benefit and dividend reinvestment
plans), Preferred Stock and, directly or indirectly
through one or more Finance Subsidiaries (as described
in Item 1.3(iv) below), unsecured long-term
indebtedness ("Long-term Debt") and other forms of
preferred or equity-linked securities having maturities
of up to 50 years in an aggregate amount not to exceed
$2 billion, and additional unsecured short-term
indebtedness having maturities of 364 days or less
("Short-term Debt") in an aggregate principal amount at
any time outstanding not to exceed $1 billion (such
request to extend the authorization period of the
February 1997 Order from December 31, 2002 through June
30, 2004, and to increase the aggregate principal
amount at any time outstanding from $500 million under
the February 1997 Order to $1.5 billion);
(ii) Entergy requests authority to amend its charter to
authorize its issuance of Preferred Stock and to
solicit proxies in connection with a vote relating
thereto;
(iii) Entergy requests authority to enter into hedging
transactions ("Interest Rate Hedges") with respect to
indebtedness of Entergy, the Nonutility Companies and
the Finance Subsidiaries (as described in Item 1.3(iv)
below) in order to manage and minimize interest rate
costs. Entergy also requests authority to enter into
hedging transactions ("Anticipatory Hedges") with
respect to anticipatory debt issuances of Entergy, the
Nonutility Companies and the Finance Subsidiaries in
order to lock-in current interest rates and/or manage
interest rate risk exposure, with such Interest Rate
Hedges and Anticipatory Hedges to be entered into with
respect to debt issuances in aggregate principal amount
not to exceed $3 billion;
(iv) Entergy requests authority (a) to acquire the equity
securities of one or more special-purpose subsidiaries
("Finance Subsidiaries"), organized solely to
facilitate financing, and (b) to guarantee the
securities issued by such Finance Subsidiaries, to the
extent not exempt pursuant to Rule 45(b) and Rule 52;
and
(v) Entergy represents that it will not issue any security
authorized in this matter if, as a consequence of such
issuance, the common equity component of the capital
structure of Entergy (on a consolidated basis) would
comprise less than 30% of its total consolidated
capitalization (based upon the financial statements
filed with the most recent quarterly report on Form 10-
Q or annual report on Form 10-K).
1.4 Use of Proceeds.
The proceeds from the financings authorized by the
Commission pursuant to this Application/Declaration will be used
for general corporate purposes, including (i) financing, in part,
investments by and capital expenditures of Entergy and its
Subsidiaries, (ii) the repayment, redemption, refunding or
purchase by Entergy of any of its securities pursuant to Rule 42,
and (iii) financing working capital requirements of Entergy and
its Subsidiaries.
Entergy represents that no financing proceeds will be used
to acquire the equity securities of any company unless such
acquisition has been approved by the Commission in this
proceeding or in a separate proceeding or is in accordance with
an available exemption under the Act or rules thereunder,
including Sections 32 and 33 and Rule 58. Entergy states that
the aggregate amount of proceeds of financing approved by the
Commission in this proceeding which are used to fund investments
in EWGs and FUCOs will not, when added to Entergy's "aggregate
investment" (as defined in Rule 53) in all such entities at any
point in time, exceed 100% of Entergy's "consolidated retained
earnings" (also as defined in Rule 53). Further, Entergy
represents that proceeds of financing to fund investments in Rule
58 Companies will be subject to the applicable limitations of
that rule. Lastly, Entergy represents that it will not seek to
recover through higher rates of any of the Entergy Operating
Companies losses attributable to any operations of its Nonutility
Companies.
1.5 Description of Proposed Financing Program.
Entergy requests authority to issue and sell from time to
time during the Authorization Period Common Stock, Preferred
Stock, Long-term Debt and other forms of preferred or equity-
linked securities in an aggregate amount not to exceed $2
billion, and Short-term Debt in an aggregate principal amount at
any time outstanding not to exceed $1.5 billion with Entergy's
issuance of Long-term Debt and Short-term Debt subject to its
commitment that it will not issue pursuant to such authority if,
as a consequence of such issuance, the common equity component of
its capital structure (on a consolidated basis) would comprise
less than 30% of its total consolidated capitalization (based
upon the financial statements filed with the most recent
quarterly report on Form 10-Q or annual report on Form 10-K).
Entergy contemplates that the Common Stock, Preferred Stock,
Long-term Debt, and other forms of preferred or equity-linked
securities would be issued and sold directly to one or more
purchasers in negotiated transactions or to one or more
investment banking or underwriting firms or other entities who
would resell such securities without registration under the
Securities Act of 1933 (the "1933 Act") in reliance upon one or
more applicable exemptions from registration thereunder, or to
the public in transactions registered under the 1933 Act either
(i) through underwriters selected by negotiation or competitive
bidding or (ii) through selling agents, acting either as agent or
as principal, for resale to the public either directly or through
dealers.
(a) Common Stock. Entergy may issue and sell Common
Stock, or options, warrants or other stock purchase rights
exercisable for Common Stock, pursuant to underwriting agreements
of a type generally standard in the industry. Public
distributions may be pursuant to private negotiation with
underwriters, dealers or agents, as discussed below, or effected
through competitive bidding among underwriters. In addition,
sales may be made through private placements or other non-public
offerings to one or more persons. All such Common Stock sales
will be at rates or prices and under conditions negotiated or
based upon, or otherwise determined by, competitive capital
markets.
Specifically, Entergy may issue and sell Common Stock
through underwriters or dealers, through agents, or directly to a
limited number of purchasers or a single purchaser. If
underwriters are used in the sale of Common Stock, such
securities will be acquired by the underwriters for their own
account and may be resold from time to time in one or more
transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time
of sale. Common Stock may be offered to the public either
through underwriting syndicates (which may be represented by a
managing underwriter or underwriters designated by Entergy) or
directly by one or more underwriters acting alone. Common Stock
may be sold directly by Entergy or through agents designated by
Entergy from time to time. If dealers are utilized in the sale
of Common Stock, Entergy will sell such securities to the
dealers, as principals. Any dealer may then resell such Common
Stock to the public at varying prices to be determined by such
dealer at the time of resale. If Common Stock is being sold in
an underwritten offering, Entergy may grant the underwriters
thereof a "green shoe" option permitting the purchase from
Entergy at the same price additional shares then being offered
solely for the purpose of covering over-allotments.
Entergy may also issue Common Stock or options, warrants or
other stock purchase rights exercisable for Common Stock in
public or privately-negotiated transactions as consideration for
the equity securities or assets of other companies, provided that
the acquisition of any such equity securities or assets has been
authorized in a separate proceeding or is exempt under the Act or
the rules thereunder (specifically Rule 58).
(b) Preferred Stock, Long-term Debt, and other
Preferred or Equity-Linked Securities. Entergy does not
currently have any outstanding shares of Preferred Stock.
However, Entergy seeks to have the flexibility to issue Preferred
Stock, and therefore proposes that it might amend its charter to
authorize without further order of the Commission, its issuance
of Preferred Stock, and that it might solicit proxies in
connection with such amendment, also without further order of the
Commission. Entergy also seeks to have the flexibility to issue
other forms of preferred or equity-linked securities directly or
indirectly through one or more special-purpose Finance
Subsidiaries (see Item 1.7, below) (including specifically, trust
preferred securities) and/or Long-term Debt. The proceeds of
Preferred Stock, Long-term Debt, and other forms of preferred or
equity-linked securities would enable Entergy to replace Short-
term Debt with more permanent capital, and provide an important
source of future financing for the operations of and for
investments in non-utility businesses that are exempt under the
Act.
Preferred Stock or other types of preferred or equity-linked
securities may be issued in one or more series with such rights,
preferences, and priorities as may be designated in the
instrument creating each such series, as determined by Entergy's
board of directors. The dividend rate on any series of Preferred
Stock or other preferred or equity-linked securities will not
exceed at the time of issuance the greater of (a) 500 basis
points over the yield to maturity of a U.S. Treasury security
having a remaining term comparable to the term of such series, if
issued at a fixed rate, or 500 basis points over the London
Interbank Offered Rate ("LIBOR") for the relevant interest rate
period, if issued at a floating rate, and (b) a rate that is
consistent with similar securities of comparable credit quality
and maturities issued by other companies. Dividends or
distributions on Preferred Stock or other preferred or equity-
linked securities will be made periodically and to the extent
funds are legally available for such purpose, but may be made
subject to terms which allow the issuer to defer dividend
payments for specified periods. Preferred Stock or other
preferred or equity-linked securities may be convertible or
exchangeable into shares of Entergy Common Stock.
Long-term Debt (a) may be convertible into any other
securities of Entergy, (b) may be subject to optional and/or
mandatory redemption, in whole or in part, at par or at premiums
above the principal amount thereof, (c) may be entitled to
mandatory or optional sinking fund provisions, (d) may provide
for reset of the coupon pursuant to a remarketing arrangement,
and (e) may be called from existing investors by a third party.
The maturity dates, interest rates, redemption and sinking
fund provisions and conversion features, if any, with respect to
Long-term Debt of a particular series, as well as any associated
placement, underwriting or selling agent fees, commissions and
discounts, if any, will be established by negotiation or
competitive bidding. The interest rate on Long-term Debt will
not exceed at the time of issuance the greater of (a) 500 basis
points over U.S. Treasury securities having a remaining term
comparable to the term of such series, if issued at a fixed rate,
or 500 basis points over LIBOR for the relevant interest rate
period, if issued at a floating rate, and (b) a gross spread over
U.S. Treasury securities that is consistent with similar
securities of comparable credit quality and maturities issued by
other companies.
(c) Short-term Debt. Entergy proposes to issue and
sell from time to time Short-term Debt in an aggregate principal
amount at any time outstanding not to exceed $1.5 billion in any
combination of notes to banks and commercial paper. The
effective cost of money on Short-term Debt authorized in this
proceeding will not exceed the greater of (a) 500 basis points
over LIBOR for the relevant interest rate period, and (b) rates
that are consistent with similar loans of comparable maturities
to companies of comparable credit quality.
Specifically, Entergy may sell commercial paper, from time
to time, in established domestic or European commercial paper
markets. Such commercial paper would typically be sold to
dealers at the discount rate per annum prevailing at the date of
issuance for commercial paper of comparable quality and
maturities sold to commercial paper dealers generally. It is
expected that the dealers acquiring commercial paper from Entergy
will reoffer such paper at a discount to corporate, institutional
and, with respect to European commercial paper, individual
investors. It is anticipated that Entergy's commercial paper
will be reoffered to investors such as commercial banks,
insurance companies, pension funds, investment trusts,
foundations, colleges and universities, finance companies and
nonfinancial corporations. In connection with the sale of such
commercial paper, Entergy may obtain letters of credit from one
or more banks in support of such commercial paper obligations.
Entergy also proposes to increase its currently established
bank lines and establish additional bank lines as necessary to
have bank lines in an aggregate principal amount not to exceed
the proposed aggregate Short-term Debt limitation. Loans under
these lines (which terminate no later than three years from the
establishment of the facility) will have maturities not more than
364 days from the date of each borrowing. Entergy may engage in
other types of short-term financing generally available to
borrowers with comparable credit ratings as it may deem
appropriate in light of its needs and market conditions at the
time of issuance.
1.6 Hedging Transactions.
1.6.1 Interest Rate Hedges.
Entergy requests authorization to enter into interest
rate hedging transactions with respect to indebtedness of
Entergy, the Nonutility Companies and the Finance Subsidiaries
("Interest Rate Hedges"), subject to certain limitations and
restrictions, in order to reduce or manage interest rate cost or
risk. Interest Rate Hedges would only be entered into with
counterparties ("Approved Counterparties") whose senior debt
ratings, or whose parent companies' senior debt ratings, as
published by Standard and Poor's Ratings Group, are equal to or
greater than BBB, or an equivalent rating from Moody's Investors'
Service or Fitch Investor Service.
Interest Rate Hedges will involve the use of financial
instruments and derivatives commonly used in today's capital
markets, such as interest rate swaps, options, caps, collars,
floors, and structured notes (i.e., a debt instrument in which
the principal and/or interest payments are indirectly linked to
the value of an underlying asset or index), or transactions
involving the purchase or sale, including short sales, of U.S.
Treasury obligations. The transactions would be for fixed
periods and stated notional amounts. In no case will the
notional principal amount of any interest rate swap exceed that
of the underlying debt instrument and related interest rate
exposure. Entergy will not engage in speculative transactions.
Fees, commissions and other amounts payable to the counterparty
or exchange (excluding, however, the swap or option payments) in
connection with an Interest Rate Hedge will not exceed those
generally obtainable in competitive markets for parties of
comparable credit quality.
1.6.2 Anticipatory Hedges.
In addition, Entergy requests authorization to enter
into interest rate hedging transactions with respect to
anticipated debt offerings of Entergy, the Nonutility Companies
and the Finance Subsidiaries (the "Anticipatory Hedges"), subject
to certain limitations and restrictions. Such Anticipatory
Hedges would only be entered into with Approved Counterparties,
and would be utilized to fix and/or limit the interest rate risk
associated with any new issuance through (i) a forward sale of
exchange-traded U.S. Treasury futures contracts, U.S. Treasury
obligations and/or a forward swap (each a "Forward Sale"), (ii)
the purchase of put options on U.S. Treasury obligations (a "Put
Options Purchase"), (iii) a Put Options Purchase in combination
with the sale of call options on U.S. Treasury obligations (a
"Zero Cost Collar"), (iv) transactions involving the purchase or
sale, including short sales, of U.S. Treasury obligations, or (v)
some combination of a Forward Sale, Put Options Purchase, Zero
Cost Collar and/or other derivative or cash transactions,
including, but not limited to structured notes, options, caps and
collars, appropriate for the Anticipatory Hedges.
Anticipatory Hedges may be executed on-exchange ("On-
Exchange Trades") with brokers through the opening of futures
and/or options positions traded on the Chicago Board of Trade or
the Chicago Mercantile Exchange, the opening of over-the-counter
positions with one or more counterparties ("Off-Exchange
Trades"), or a combination of On-Exchange Trades and Off-Exchange
Trades. Entergy will determine the optimal structure of each
Anticipatory Hedge transaction at the time of execution. Entergy
may decide to lock in interest rates and/or limit its exposure to
interest rate increases.
Entergy requests authority to enter into Interest Rate
Hedges and Anticipatory Hedges with respect to debt in an
aggregate principal amount not to exceed $3 billion.
Entergy represents that each Interest Rate Hedge and
Anticipatory Hedge will qualify for hedge accounting treatment
under generally accepted accounting principles. Entergy will
comply with the then existing financial disclosure requirements
of the Financial Accounting Standards Board associated with
hedging transactions.
1.7 Finance Subsidiaries.
Entergy requests authority to acquire, directly or
indirectly, the equity securities of one or more corporations,
trusts, partnerships or other entities (herein, "Finance
Subsidiaries") created specifically for the purpose of
facilitating the financing of the authorized and exempt
activities (including exempt and authorized acquisitions) of
Entergy through the issuance of long-term debt or equity
securities, including trust preferred securities and equity-
linked securities and any other type of security authorized by
rule or order, to third parties. Finance Subsidiaries may
dividend, loan or otherwise transfer the proceeds of such
financings to or as directed by Entergy. Entergy may, if
required, guarantee, provide support for or enter into expense
agreements to the extent of the obligations of any Finance
Subsidiary that it organizes. The amount of any long-term debt
or preferred securities issued by any Finance Subsidiary shall be
counted against any limitation on the amounts of similar types of
securities that Entergy may issue directly, as set forth in this
Application/Declaration (see Item 1.5, above) or in any other
Application/Declaration that may be filed in the future, to the
extent that Entergy guarantees such securities.
1.8 Certificates of Notification.
It is proposed that, with respect to Entergy, the reporting
system of the 1933 Act and the Securities Exchange Act of 1934
(the "1934 Act") be integrated with the reporting system under
the Act. This would eliminate duplication of filings with the
Commission that cover essentially the same subject matters,
resulting in a reduction of expense for both the Commission and
Entergy. To effect such integration, the portion of the 1933 Act
and 1934 Act reports containing or reflecting disclosures of
transactions occurring pursuant to the authorization granted in
this proceeding would be incorporated by reference into this
proceeding through Rule 24 certificates of notification. The
certificates would also contain all other information required by
Rule 24, including the certification that each transaction being
reported on had been carried out in accordance with the terms and
conditions of and for the purposes represented in this
Application/Declaration. Such certificates of notification would
be filed within 60 days after the end of each of the first three
calendar quarters, and 90 days after the end of the last calendar
quarter, in which transactions occur.
The Rule 24 certificates will contain the following
information for the reporting period:
(a) The sales of any Common Stock, Preferred Stock or
other forms of preferred or equity-linked securities by
Entergy and the purchase price per share and the market
price per share at the date of the agreement of sale;
(b) The total number of shares of Common Stock issued
or issuable under options granted during the quarter under
Entergy's benefit plans or otherwise;
(c) If Common Stock has been transferred to a seller
of securities of a company being acquired, the number of
shares so issued, the value per share and whether the shares
are restricted to the acquirer;
(d) The amount and terms of any Long-term Debt issued
during the quarter;
(e) The amount and terms of any Short-term Debt issued
during the quarter;
(f) The notional amount and principal terms of any
Interest Rate Hedge or Anticipatory Hedge entered into
during the quarter and the identity of the parties to such
instruments;
(g) The name and amount Entergy invested in any new
Finance Subsidiary during the quarter;
(h) A list of Form U-6B-2 statements Entergy filed
with the Commission during the quarter, including the date
of the filing;
(i) Consolidated balance sheets as of the end of the
quarter, and separate balance sheets as of the end of the
quarter for each company, including Entergy, that has
engaged in financing transactions during the quarter, each
showing the type and outstanding amount of debt or equity,
as the case may be; and
(j) A calculation of Entergy's debt to equity ratio
for the quarter.
Item 2. Fees, Commissions and Expenses.
The fees, commissions and expenses, including underwriting
fees, arrangement fees and up-front fees, incurred or to be
incurred in connection with the transactions proposed herein will
not exceed 5% of the proceeds of such transactions in the case of
Common Stock, Preferred Stock, Long-term Debt and other forms of
preferred or equity-linked securities, and will not exceed 5% of
the commitments of the lenders in the case of Short-term Debt.
Item 3. Applicable Statutory Provisions.
3.1 General.
Sections 6(a) and 7 of the Act are applicable to the
issuance and sale of Common Stock, Preferred Stock, other forms
of preferred or equity-linked securities, Short-term Debt and
Long-term Debt by Entergy. Section 6(a) and 7 of the Act are
also applicable to the amendment of Entergy's charter to
authorize its issuance of Preferred Stock, and Section 12(e) and
Rule 62 are applicable to the solicitation of proxies in
connection with such amendment. In addition, Sections 6(a) and 7
of the Act are applicable to Interest Rate Hedges, except to the
extent that they may be exempt under Rule 52, and to Anticipatory
Hedges. Sections 9(a)(1) and 10 of the Act are also applicable
to Entergy's acquisition of the equity securities of any Finance
Subsidiary. Section 12(c) and Rule 46 are applicable to the
payment of dividends out of capital by any Finance Subsidiary.
3.2 Compliance with Rules 53 and 54.
Entergy states that for purposes of Rule 53(a)(1) its
"aggregate investment" in EWGs and FUCOs was approximately $770
million, representing approximately 25.2% of Entergy's
consolidated retained earnings, as of December 31, 2000.
Furthermore, Entergy has complied with and will continue to
comply with the record keeping requirements of Rule 53(a)(2)
concerning affiliated EWGs and FUCOs. In addition, as required
by Rule 53(a)(3), no more than 2% of the employees of Entergy's
domestic public utility subsidiary companies would render
services to affiliated EWGs and FUCOs. Finally, none of the
circumstances set forth in Rule 53(b)(1), (b)(2) and (b)(3),
under which the provisions of Rule 53 would not be available,
have occurred.
Item 4. Regulatory Approval.
No state commission, and no federal commission, other than
the Commission, has jurisdiction over any of the transactions
proposed in this Application/Declaration.
Item 5. Procedure.
The Commission is requested to publish a notice under Rule
23 with respect to the filing of this Application/Declaration as
soon as practicable. Entergy requests that the Commission
reserve jurisdiction over its issuance of preferred stock, as
well as the amendment of its charter to authorize such issuance
and the solicitation of proxies in connection therewith, until
such time as Entergy requests further authorization for such
proxy solicitation, charter amendment and issuance. Entergy will
provide the Commission with a current cash flow statement for
Entergy at the time the request for additional authority
concerning preferred stock is filed. Entergy requests that the
Commission's order be issued as soon as the rules allow, and that
there should not be a 30-day waiting period between issuance of
the Commission's order and the date on which the order is to
become effective. Entergy hereby waives a recommended decision
by a hearing officer or any other responsible officer of the
Commission and consents that the Division of Investment
Management may assist in the preparation of the Commission's
decision and/or order, unless the Division opposes the matters
proposed herein.
Item 6. Exhibits and Financial Statements.
A. Exhibits.
A-1 Certificate of Incorporation of Entergy
Corporation dated December 31, 1993 (incorporated
by reference to Exhibit A-1(a) to Rule 24
Certificate in File No. 70-8059).
A-2 By-Laws of Entergy Corporation, as amended January
29, 1999, and as presently in effect (incorporated
by reference to Exhibit 4.2 to Registration
Statement on Form S-8 of Entergy in File No. 333-
75097).
F Opinion of Counsel (previously filed).
H Proposed Form of Federal Register Notice
(previously filed).
B. Financial Statements.
FS-1 Entergy Consolidated See Annual Report of
Statement of Income for Entergy on Form 10-K
the year ended December for the year ended
31, 2000 December 31, 2000 in
File No. 1-11299
FS-2 Entergy Consolidated See Annual Report of
Balance Sheet as of Entergy on Form 10-K
December 31, 2000 for the year ended
December 31, 2000 in
File No. 1-11299
FS-3 Quarterly Cash Flow Filed pursuant to Rule
Estimates of Entergy 104 of the Act.
Consolidated through
fiscal year ending
December 31, 2002
FS-4 Annual Cash Flow Filed pursuant to Rule
Estimates of Entergy 104 of the Act.
Consolidated for fiscal
years ending December
31, 2003 and 2004
Item 7. Information as to Environmental Effects.
None of the matters that are the subject of this
Application/Declaration involves a "major federal action" nor do
such matters "significantly affect the quality of the human
environment" as those terms are used in section 102(2)(C) of the
National Environmental Policy Act. The transactions that are the
subject of this Application/Declaration will not result in
changes in the operation of Entergy that will have an impact on
the environment. Entergy is not aware of any federal agency that
has prepared or is preparing an environmental impact statement
with respect to the transactions that are the subject of this
Application/Declaration.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
Application/Declaration to be signed on its behalf by the
undersigned thereunto duly authorized.
Entergy Corporation
By: /s/ Steven C. McNeal
Name: Steven C. McNeal
Title: Vice President and Treasurer
Date: April 13, 2001
_______________________________
See Entergy Power Marketing Corp., 73 FERC 161,063 (1995).
See Entergy Services, Inc. and Entergy Power Marketing
Corp., 74 FERC 161,137 (1996) (authorizing EPMC to sell power
at market based rates).
EPMC became part of Entergy-Koch L.P., a joint venture
between Entergy Corporation and Koch Industries, Inc., which
combined Koch Gateway Pipeline Company's (now Gulf South Pipeline
Company) interstate pipeline system and related storage assets
and Koch Energy Trading's marketing and trading of gas, power and
weather derivatives with Entergy's power marketing and trading
businesses and is now operating under the name Axia Entergy. See
Holding Co. Act File No. 70-9723, including Entergy Corp.,
Holding Co. Act Release No. 27334 (Jan. 5, 2001), for further
information relating to Entergy-Koch, L.P.
The Commission has previously approved the issuance of
common stock as consideration for the acquisition of a new
business in an exempt transaction or transaction that has been
approved in a separate proceeding. See e.g., SCANA Corp.,
Holding Co. Act Release No. 27137 (Feb. 14, 2000).
Recently, the Commission approved a similar financing
application filed by Southern Company in which Southern Company
requested approval to issue preferred securities and long-term
debt, directly or indirectly through special-purpose financing
entities. See The Southern Company, Holding Co. Act Release No.
27134 (Feb. 9, 2000). In that case, the Commission took account
of the changing needs of registered holding companies for sources
of capital other than common equity and short-term debt brought
about primarily by the elimination of restrictions under the Act
on investments in various types of non-core businesses (e.g.,
EWGs, FUCOs, ETCs and businesses allowed by Rule 58). The
Commission noted that, without the ability to raise capital in
external markets that is appropriate for such investments,
registered holding companies would be at a competitive
disadvantage to other energy companies that are not subject to
regulation under the Act.
The proposed terms and conditions of the Interest Rate
Hedges and Anticipatory Hedges are substantially the same as the
Commission has approved in other cases. See New Century
Energies, Inc., et al., Holding Co. Act Release No. 27000 (April
7, 1999); and Ameren Corp., et al., Holding Co. Act Release No.
27053 (July 23, 1999).
The Commission has previously authorized registered holding
companies and their subsidiaries to create financing
subsidiaries, subject to substantially the same terms and
conditions. See New Century Energies, Inc., et al., Holding Co.
Act Release No. 27000 (April 7, 1999); and Ameren Corp., et al.,
Holding Co. Act Release No. 27053 (July 23, 1999); and Southern
Company, Holding Co. Act Release No. 27134 (Feb. 9, 2000).