File No. 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________
FORM U-1
______________________________________
APPLICATION-DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
______________________________________
Entergy Corporation Entergy Arkansas, Inc.
639 Loyola Avenue 425 West Capitol Avenue
New Orleans, LA 70113 Little Rock, AR 72201
Entergy Services, Inc. Entergy Gulf States, Inc.
639 Loyola Avenue 350 Pine Street
New Orleans, LA 70113 Beaumont, TX 77701
System Fuels, Inc. Entergy Louisiana, Inc.
350 Pine Street 4809 Jefferson Highway
Beaumont, TX 77701 New Orleans, LA 70121
System Energy Resources, Inc. Entergy Mississippi, Inc.
1340 Echelon Parkway 308 East Pearl Street
Jackson, MS 39213 Jackson, MS 39201
Entergy Operations, Inc. Entergy New Orleans, Inc.
1340 Echelon Parkway 1600 Perdido Building
Jackson, MS 39213 New Orleans, LA 70112
(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)
C. John Wilder
Executive Vice President and
Chief Financial Officer
for each applicant or declarant
639 Loyola Avenue
New Orleans, Louisiana 70113
(Name and address of agent for service)
The Commission is also requested to send copies of any
communications in connection with this matter to:
Mark W. Hoffman, Esq.
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, Louisiana 70113
Item 1. Description of Proposed Transactions.
I. General.
A. Current Authorization.
Entergy System Money Pool. Entergy Arkansas, Inc.
("Arkansas"), Entergy Gulf States, Inc. ("Gulf States"), Entergy
Louisiana, Inc. ("Louisiana"), Entergy Mississippi, Inc.
("Mississippi") and Entergy New Orleans, Inc. ("New Orleans"),
public utility company subsidiaries (collectively, the "Operating
Companies", and individually, an "Operating Company") of Entergy
Corporation, a registered holding company ("Entergy"), and System
Energy Resources, Inc. ("System Energy"), a generating company
subsidiary of Entergy, are authorized, through November 30, 2001,
to make unsecured short-term borrowings through the Entergy
System Money Pool ("Money Pool") in order to meet their interim
financing requirements.1 In addition, Entergy, Entergy
Operations, Inc., a nuclear power plant operations subsidiary of
Entergy ("EOI"), Entergy Services, Inc., a service company
subsidiary of Entergy ("ESI"), and System Fuels, Inc., a fuel
supply subsidiary of four of the Operating Companies ("SFI"), are
authorized, through November 30, 2001, to participate in the
Money Pool as and to the extent provided in File No. 70-8899 and
the Commission's November 27, 1996 and March 30, 2001 orders.
The Money Pool is composed of available funds invested by the
participating companies, which funds may be borrowed by the
participating companies (other than Entergy) to meet their
respective interim capital needs.
Operating Company and System Energy External Borrowing
Arrangements. In addition to short-term borrowings through the
Money Pool, the Operating Companies and System Energy are
authorized, through November 30, 2001, to meet their interim
financing requirements through the issuance and sale of unsecured
short-term promissory notes (including commercial paper) to
various commercial banks and/or dealers in commercial paper.2
EOI Borrowing Arrangements. In addition to short term
borrowings through the Money Pool, EOI is authorized, through
November 30, 2001, to (i) borrow and reborrow from Entergy, from
time to time, up to $20 million at any one time outstanding
pursuant to a loan agreement between EOI and Entergy, dated June
6, 1990, as amended ("EOI Loan Agreement"), and (ii) enter into a
loan agreement or agreements with one or more banks, which would
correspondingly reduce the amount of Entergy's commitment to EOI
under the EOI Loan Agreement.3 Entergy is also authorized,
through November 30, 2001, to guarantee the obligations of EOI
under the loan agreements with banks. Borrowings by EOI under
the EOI Loan Agreement are currently evidenced by a promissory
note maturing on November 30, 2001 ("EOI Note") representing the
obligation of EOI to pay the full amount of the loan commitment
or, if less, the aggregate unpaid principal amount of all loans
made by Entergy thereunder, plus accrued interest.
ESI Borrowing Arrangements. In addition to short-term
borrowings through the Money Pool, ESI's interim financing
requirements are met pursuant to (i) a loan agreement between ESI
and Entergy, dated September 18, 1991, as amended ("ESI Loan
Agreement"), and (ii) loan agreements with one or more banks,
which would correspondingly reduce the amount of Entergy's
commitment to ESI under the ESI Loan Agreement.4 Entergy is also
authorized, through November 30, 2001, to guarantee the
obligations of ESI under the loan agreements with banks.
Borrowings by ESI from Entergy under the ESI Loan Agreement are
currently evidenced by a promissory note maturing on November 30,
2001 ("ESI Note") representing the obligation of ESI to pay the
full amount of the loan commitment or, if less, the aggregate
unpaid principal amount of all loans made by Entergy thereunder,
plus accrued interest.
SFI Borrowing Arrangements. In addition to short-term
borrowings through the Money Pool, SFI's interim financing
requirements are met pursuant to (i) a loan agreement between SFI
and Entergy, dated March 21, 1994, as amended ("SFI Loan
Agreement"), and (ii) loan agreements with one or more banks,
which would correspondingly reduce the amount of Entergy's
commitment to SFI under the SFI Loan Agreement.5 Entergy is also
authorized through November 30, 2001 to guarantee the obligations
of SFI under the loan agreements with banks. Borrowings by SFI
from Entergy under the SFI Loan Agreement are currently evidenced
by a promissory note maturing on November 30, 2001 ("SFI Note")
representing the obligation of SFI to pay the full amount of the
loan commitment or, if less, the aggregate unpaid principal
amount of all loans made by Entergy thereunder, plus accrued
interest.
B. Transactions Proposed Herein.
The Operating Companies and System Energy propose
herein to continue to finance their interim capital needs through
Money Pool borrowings and through short-term borrowings from
banks and the issuance and sale of commercial paper in the
amounts and under the terms and conditions set forth below. It
is also proposed that Entergy, EOI, ESI and SFI continue their
respective participation in the Money Pool, in each case, as
described below. The parties to this Application-Declaration
seek authorization to effect such short-term borrowings and Money
Pool transactions from time to time through November 30, 2006.
In addition, to the extent that such transactions are
not exempt under the Commission's rules, EOI, ESI, SFI and
Entergy hereby request authorization to extend (i) the borrowing
periods under the EOI, ESI and SFI Loan Agreements (and the
maturities of the EOI, ESI and SFI Notes issued thereunder)
through November 30, 2006, and (ii) the existing authorization
with respect to EOI, ESI and SFI entering into loan agreements
with one or more banks (and with respect to Entergy guaranteeing
the obligations of EOI, ESI and SFI thereunder) through November
30, 2006, all as hereinafter set forth.
Reference is made to Section VI of this Item 1 with
respect to the proposed borrowing limitations of the Applicants.
II. Money Pool
The Operating Companies, System Energy, Entergy, EOI,
ESI and SFI (collectively, the "Participants", and individually,
a "Participant") propose to participate in the Money Pool, which
will continue to be administered on behalf of the Participants by
ESI under the direction of its Treasurer. The Money Pool will
consist solely of available funds from the treasuries of the
Participants, which will be loaned on a short-term basis
(conceivably as short as intra-day) to any one or more of the
Participants in the Money Pool, other than Entergy, or otherwise
invested in the manner hereinafter described. The determination
of whether a Participant at any time has funds that may be
available to the Money Pool will be made by, or under the
direction of, its respective treasurer or other designee. No
Participant will effect external borrowings for the purpose of
making loans to other Participants in the Money Pool.
The operation of the Money Pool will be designed and
managed to match, on a daily basis, the available cash and
borrowing requirements of the Participants, thereby minimizing
the need for borrowings to be made by the Participants from
external sources. To this end, it is generally anticipated that
the short-term borrowing requirements of the Operating Companies
and System Energy will be met, in the first instance, with the
proceeds of borrowings through the Money Pool, and only
thereafter, to the extent necessary, with the proceeds of
external borrowings as hereinafter set forth; provided, however,
that it may be desirable for one or more of the Participants
occasionally to make short-term bank borrowings and to issue
commercial paper, notwithstanding the existence of available
funds in the Money Pool.
Arkansas, Gulf States, Louisiana, Mississippi, New
Orleans and System Energy will have priority as borrowers from
the Money Pool. EOI, ESI and SFI will be permitted to borrow
through the Money Pool only if, on any given day, there are funds
available in the Money Pool after the needs of the Operating
Companies and System Energy have been satisfied. Entergy will be
a participant in the Money Pool insofar as it has funds available
to invest through the Pool, but under no circumstances will
Entergy be permitted to borrow funds held in the Money Pool.
Certain of System Energy's existing credit arrangements
require (absent waivers) that System Energy's Money Pool
borrowings be deemed subordinated indebtedness to the extent
that, upon the occurrence of a default by System Energy under
such credit arrangements or in the event of insolvency,
bankruptcy, liquidation, reorganization or other similar
proceedings affecting System Energy, no payment by System Energy
of principal of or interest on its Money Pool borrowings would be
permitted until all obligations of System Energy under such
credit arrangements shall have been paid or otherwise provided
for. Prior to the occurrence of any such default or insolvency,
bankruptcy, etc., System Energy would be permitted to make
payments of principal and interest on account of its Money Pool
borrowings.
As to funds remaining in the Money Pool after
satisfaction of the borrowing needs of the Participants, ESI,
which serves as administrator of the Pool, will invest such funds
and allocate the earnings thereon between or among those
Participants providing such excess funds on a pro rata basis in
accordance with their respective interests in such funds. ESI
proposes to invest the excess funds in one or a combination of
the types of securities that are permitted by the provisions of
Section 9(c) and Rule 40 of the Act, in each case, in a manner
designed to preserve principal and optimize returns.
Subject to the borrowing limitations described below,
the Participants making borrowings through the Money Pool (other
than EOI, ESI and SFI) will be entitled to borrow, on any given
day, an amount of the total funds then available for lending to
the Participants determined on the basis of an equal allocation
of such funds among all borrowing Participants, except that where
such an allocation would provide one or more borrowing
Participants with funds in excess of its or their borrowing
requirements, such excess will then be available for loans
equally allocated among the remaining borrowing Participants. To
the extent that EOI, ESI and SFI are permitted to effect
borrowings through the Money Pool, the remaining funds then
available for lending to EOI, ESI and SFI will be allocated
between or among them in the same manner as available funds are
allocated among the Operating Companies and System Energy. Each
borrowing Participant will borrow pro rata from each lending
Participant in the proportion which the total amount being loaned
through the Money Pool by such lending Participant bears to the
total amount then being loaned by all Participants through the
Money Pool.
All borrowings from and investments through the Money
Pool will be adequately documented and will be evidenced on the
books of each Participant that borrows or invests available funds
through the Money Pool. All loans will be payable on demand
(subject, in the case of System Energy, to the subordination
provisions described above), may be prepaid at any time without
premium or penalty, and will bear interest payable monthly at a
rate calculated on a daily basis, equal to the Daily Weighted
Average Investment Rate (defined below) of the Money Pool
portfolio; provided, however, that in the event, on and as of any
particular day, there are no excess Money Pool funds invested in
the Money Pool portfolio, the Daily Federal Funds Effective Rate
as quoted by the Federal Reserve Bank of New York will be the
rate of interest applicable to Money Pool loans and borrowings
for that day. As used herein, the term "Daily Weighted Average
Investment Rate", as applied to any day, shall be calculated by
multiplying (A) the aggregate of the total daily interest payable
on all investments in the Money Pool portfolio (consisting of
excess Money Pool funds not loaned to the Participants)
outstanding as of such day by (B) 360, and dividing the product
thereof by the total amount invested in the Money Pool portfolio
as of such day. For purposes of calculating the daily interest
payable on each investment in the Money Pool portfolio in (A)
above, the original cost of each such investment is multiplied by
its respective yield and the product is divided by 360.
Reference is made to Exhibit B-1(a) hereto with respect
to the form of promissory note to be executed and delivered by
Participants (other than System Energy) effecting borrowings
through the Money Pool. Reference is made to Exhibit B-1(b)
hereto with respect to the form of Money Pool promissory note to
be executed and delivered by System Energy, including terms and
provisions therein with respect to subordination.
The Participants believe that the cost of the proposed
borrowings through the Money Pool will be more favorable to the
borrowing Participants than the comparable cost of external
borrowings through bank loans and sales of commercial paper, and
that the yield to Participants investing available funds through
the Money Pool will be higher than yields available individually
to each Participant.
In the event that, on any given day, the available
funds in the Money Pool are insufficient to satisfy the short-
term borrowing requirements of one or more of the Operating
Companies or System Energy, such Operating Companies or System
Energy, as the case may be, will effect short-term borrowings
through bank loans and/or sales of commercial paper in the manner
hereinafter set forth.
III. Operating Company and System Energy External Borrowing
Arrangements.
A. Bank Lines of Credit.
Each of the Operating Companies and System Energy may
establish lines of credit with various commercial banks located
within or outside their general operating areas. The Operating
Companies and System Energy may arrange these lines of credit on
an individual basis, or on a consolidated ("either/or") basis
with each other and with EOI, ESI and SFI, whereby a bank would
provide a line of credit usable by any one or more of such
companies.
Borrowings from banks (and any related promissory
notes) will be in the form customarily used by the lending bank
or banks, will be payable not later than one year from the date
of issuance, and will bear interest from the date thereof on the
unpaid principal amount thereof at rates which will be comparable
to rates generally obtainable at the time with respect to
borrowings by companies of the same or reasonably comparable
credit quality and having the same or reasonably similar
maturities and otherwise having similar terms, conditions and
features.
Each borrower may agree to pay to each bank (a) a
commitment, facility or similar fee that will be (i) a fixed
dollar amount; and/or (ii) a percentage of the total commitment
or unused commitment, as well as (b) one time closing fees,
consisting of up-front fees, arrangement fees, administrative
agency fees or other similar closing fees. These fees will be
negotiated at the time of the arrangement and will be comparable
to the fees generally prevailing in the market for borrowing
arrangements having similar terms, conditions and features made
by commercial lenders to borrowers of comparable credit quality.
B. Commercial Paper Arrangements.
The proposed commercial paper will be in the form of
unsecured promissory notes with varying maturities not to exceed
270 days, the actual maturities to be determined by market
conditions and the particular borrower's anticipated cash
requirements at the time of issuance. In accordance with the
established custom and practice in the market, the proposed
commercial paper will not be payable prior to maturity.
Each of the Operating Companies and System Energy
proposes to issue, reissue and sell the commercial paper directly
to a dealer in commercial paper ("Dealer") at a discount not in
excess of the maximum discount rate per annum prevailing at the
date of issuance for commercial paper of comparable quality of
that particular maturity sold by public utility issuers to
commercial paper dealers.
No commission or fee will be payable by the Operating
Companies or System Energy in connection with the issuance and
sale of the commercial paper. Each Dealer, as principal, will
reoffer and sell the commercial paper at the customary discount
rate for commercial paper in such a manner as not to constitute a
public offering. Each Dealer reoffering the commercial paper
will limit the reoffer and sale to a non-public customer list for
each Operating Company and System Energy, consisting of
commercial banks, insurance companies, corporate pension funds,
investment trusts, foundations, colleges and university funds,
municipal and state funds and other financial and non-financial
institutions that normally invest funds in commercial paper.
It is anticipated that the commercial paper will be
held by the buyers to maturity. However, each Dealer may, if
desired by a buyer, repurchase the commercial paper for resale to
others on the list of customers.
IV. EOI, ESI and SFI Loan Agreements; External Borrowing
Arrangements.
A. Loan Agreements with Entergy.
EOI Loan Agreement. EOI and Entergy were previously
authorized by the Commission to enter into the EOI Loan
Agreement, and the related EOI Note, providing for borrowings by
EOI from Entergy of up to an aggregate principal amount of $20
million through November 30, 2001 (reference is made to footnote
3 hereof). EOI and Entergy now propose to enter into an
amendment to the EOI Loan Agreement ("Amendment No. 5") which
will extend the expiration date of the borrowing period under the
EOI Loan Agreement through November 30, 2006 and provide for the
issuance of a new note ("New EOI Note") stated to mature on
November 30, 2006. Amendment No. 5 will also state that the New
EOI Note shall replace and supersede the existing EOI Note and
represent the borrowings of EOI from Entergy under the EOI Loan
Agreement. Except as specifically amended, the EOI Loan
Agreement shall continue in full force and effect, and the terms
as authorized in the EOI Orders will remain unchanged. Reference
is made to Exhibit B-2(b) hereto with respect to the proposed
form of Amendment No. 5 to the EOI Loan Agreement and New EOI
Note.
ESI Loan Agreement. ESI and Entergy were previously
authorized by the Commission to enter into the ESI Loan
Agreement, and the related ESI Note, providing for borrowings by
ESI from Entergy of up to an aggregate principal amount of $200
million through November 30, 2001 (reference is made to footnote
4 hereof). ESI and Entergy now propose to enter into an
amendment to the ESI Loan Agreement ("Amendment No. 5") which
will extend the expiration date of the borrowing period under the
ESI Loan Agreement through November 30, 2006 and provide for the
issuance of a new note ("New ESI Note") stated to mature on
November 30, 2006. Amendment No. 5 will also state that the New
ESI Note shall replace and supersede the existing ESI Note and
represent the borrowings of ESI from Entergy under the ESI Loan
Agreement. Except as specifically amended, the ESI Loan
Agreement shall continue in full force and effect, and the terms
as authorized in the ESI Orders will remain unchanged. Reference
is made to Exhibit B-3(b) hereto with respect to the proposed
form of Amendment No. 5 to the ESI Loan Agreement and New ESI
Note.
SFI Loan Agreement. SFI and Entergy were previously
authorized by the Commission to enter into the SFI Loan
Agreement, and the related SFI Note, providing for borrowings by
SFI from Entergy of up to an aggregate principal amount of $200
million through November 30, 2001 (reference is made to footnote
6 hereof). SFI and Entergy now propose to enter into an
amendment to the SFI Loan Agreement ("Amendment No. 3") which
will extend the expiration date of the borrowing period under the
SFI Loan Agreement through November 30, 2006 and provide for the
issuance of a new note ("New SFI Note") stated to mature on
November 30, 2006. Amendment No. 3 will also state that the New
SFI Note shall replace and supersede the existing SFI Note and
represent the borrowings of SFI from Entergy under the SFI Loan
Agreement. Except as specifically amended, the SFI Loan
Agreement shall continue in full force and effect, and the terms
as authorized in the SFI Orders will remain unchanged. Reference
is made to Exhibit B-4(b) hereto with respect to the proposed
form of Amendment No. 3 to the SFI Loan Agreement and New SFI
Note.
The proposed Amendments to the EOI, ESI and SFI Loan
Agreements will provide that the amount of Entergy's respective
commitments thereunder will be correspondingly reduced by the
commitment(s) of any bank or banks to lend money to EOI, ESI or
SFI, as the case may be.
The New EOI, ESI and SFI Notes (collectively, the "New
Notes") will continue to be payable to the order of Entergy and
may be prepaid at any time without premium or penalty in whole or
in part. The New Notes will bear interest, payable quarterly, on
the unpaid principal amount at the rate of interest equal to the
prime interest rate published daily in the Wall Street Journal.
B. External Borrowing Arrangements.
EOI, ESI and SFI further propose to extend the
authorized period during which they may enter into external
borrowing arrangements with one or more banks through November
30, 2006 (the commitment of any such bank or banks to reduce
correspondingly the amount of Entergy's commitment under the EOI,
ESI or SFI Loan Agreement, as the case may be). EOI, ESI and SFI
may arrange these lines of credit on an individual basis, or on a
consolidated ("either/or") basis with each other and/or with the
Operating Companies and System Energy, whereby a bank would
provide a line of credit usable by any one or more of such
companies.
The proposed bank borrowings will be in an aggregate
principal amount of up to $20 million at any one time outstanding
in the case of EOI, up to $200 million at any one time
outstanding in the case of ESI, and up to $200 million at any one
time outstanding in the case of SFI. Additionally, such
borrowings (and any related promissory notes) will be in the
form customarily used by the lending bank or banks, will be
payable not later than November 30, 2006, and will bear interest
on the unpaid principal amount thereof at rates which will be
comparable to rates generally obtainable at the time with
respect to borrowings by companies of the same or reasonably
comparable credit quality and having the same or reasonably
similar maturities and otherwise having similar terms, conditions
and features.
Each borrower may agree to pay to each bank (a) a
commitment, facility or similar fee that will be (i) a fixed
dollar amount; and/or (ii) a percentage of the total commitment
or unused commitment, as well as (b) one-time closing fees,
consisting of up-front fees, arrangement fees, administrative
agency fees or other similar closing fees. These fees will be
negotiated at the time of the arrangement and will be comparable
to the fees generally prevailing in the market for borrowing
arrangements having similar terms and provisions made by
commercial lenders to borrowers of comparable credit quality.
As an inducement to the bank or banks to make loans to
EOI, ESI and SFI, it is contemplated that Entergy may be required
to guarantee the obligations of EOI, ESI and SFI to the bank or
banks. Accordingly, it is also proposed that the authorized
period for any such guarantees be extended through November 30,
2006.
V. Use of Proceeds
The proceeds to be received by the Operating Companies
and System Energy from borrowings through the Money Pool and
through borrowings from banks and the issuance and sale of
commercial paper, together with other funds available from time
to time to the Operating Companies and System Energy from
operations, from the issuance of such securities as may be
appropriate at the time and from other financing transactions,
will be used to provide interim financing for construction
expenditures, to meet long-term debt maturities and satisfy
sinking fund requirements, as well as for the possible refunding,
redemption, purchase or other acquisition of all or a portion of
certain outstanding series of debt and preferred stock and for
general corporate purposes. For further information with respect
to the estimated capital and refinancing requirements of the
Operating Companies and System Energy, reference is made to the
following portions of the Annual Report on Form 10-K for the
fiscal year ended December 31, 2000 (filed in File Nos. 1-10764,
1-2703, 1-8474, 0-320, 0-5807, 1-9067 and 1-11299, respectively,
and incorporated herein by reference): (a) Part I, Item 1:
"Business - Capital Requirements and Future Financing", (b) Part
II, Item 8: Financial Statements and Supplementary Data -
Management's Financial Discussion and Analysis - Liquidity and
Capital Resources; and (c) Part II, Item 8: Financial Statements
and Supplementary Data - Notes 4, 5, 6, 7 and 9 to the Notes to
Financial Statements for Entergy Corporation and Subsidiaries.
The proceeds of borrowings by EOI through the Money Pool, as well
as the proceeds of borrowings by EOI pursuant to the EOI Loan
Agreement and other external borrowing arrangements of EOI, will
be used by EOI to finance its interim capital needs.
The proceeds of borrowings by ESI through the Money
Pool, as well as the proceeds of borrowings by ESI pursuant to
the ESI Loan Agreement and other external borrowing arrangements
of ESI, will be used by ESI for the repayment of other borrowings
from time to time outstanding and for any lawful purposes in
connection with the performance by ESI of its various functions
as a subsidiary service company under the Act.
The proceeds of borrowings by SFI through the Money
Pool, as well as the proceeds of borrowings by SFI pursuant to
the SFI Loan Agreement and other external borrowing arrangements
of SFI, will be used by SFI for the repayment of other borrowings
and for any lawful purposes in connection with its fuel supply
program, including expenditures associated with the acquisition,
ownership and financing of nuclear materials and related services
and the acquisition and ownership of fuel oil inventory.
None of the proceeds to be received by the Operating
Companies, System Energy, EOI, ESI or SFI from borrowings through
the Money Pool or through the issuance and sale of promissory
notes to banks and commercial paper will be used to invest
directly or indirectly in an exempt wholesale generator ("EWG")
or foreign utility company ("FUCO"), as defined in Sections 32 or
33, respectively, of the Act.
The proposed transactions are subject to Rule 54. In
determining whether to approve the issue or sale of a security by
a registered holding company for purposes other than the
acquisition of an EWG or FUCO, or other transactions by such
registered holding company or its subsidiaries other than with
respect to EWGs or FUCOs, the Commission shall not consider the
effect of the capitalization or earnings of any subsidiary which
is an EWG or FUCO upon the registered holding company system if
Rules 53(a), (b) and (c) are satisfied. In that regard, assuming
consummation of the transactions proposed in this application,
all of the conditions set forth in Rule 53(a) are and will be
satisfied and none of the conditions set forth in Rule 53(b)
exists or, as a result thereof, will exist.
The Entergy System's "aggregate investment" in EWGs and
FUCOs was approximately $918 million, representing approximately
28.30% of the Entergy System's consolidated retained earnings, as
of March 31, 2001. Furthermore, the Entergy System 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 the Entergy System's domestic public
utility subsidiary companies would render services to affiliated
EWGs and FUCOs. Finally, none of the conditions set forth in
Rule 53(b), under which the provisions of Rule 53 would not be
available, have been met.
VI. Borrowing Limitations of the Applicants.
A. Operating Companies and System Energy.
Each of Arkansas, Gulf States, Louisiana, Mississippi,
New Orleans and System Energy proposes to effect short-term
borrowings through the Money Pool and through borrowings from
banks and the issuance and sale of commercial paper in the
following maximum amounts for each company: Arkansas, $235
million; Gulf States, $340 million; Louisiana, $225 million;
Mississippi, $160 million; New Orleans, $100 million; and System
Energy, $140 million.
B. EOI, ESI and SFI.
EOI Borrowing Limitations. The aggregate principal
amount of borrowings by EOI outstanding at any one time pursuant
to (i) the EOI Loan Agreement, (ii) the Money Pool and (iii)
external borrowing arrangements with one or more banks as
contemplated herein, shall not exceed $20 million.
ESI Borrowing Limitations. The aggregate principal
amount of borrowings by ESI outstanding at any one time pursuant
to (i) the ESI Loan Agreement, (ii) the Money Pool and (iii)
external borrowing arrangements with one or more banks as
contemplated herein, shall not exceed $200 million.
SFI Borrowing Limitations. The aggregate principal
amount of borrowings by SFI outstanding at any one time pursuant
to (i) the SFI Loan Agreement, (ii) the Money Pool and (iii)
external borrowing arrangements with one or more banks as
contemplated herein, shall not exceed $200 million.
Item 2. Fees, Commissions and Expenses.
Expenses to be incurred by the parties hereto in connection
with obtaining the Commission's order authorizing the
transactions proposed herein are estimated not to exceed $22,500,
including $10,000 estimated for legal fees and $12,500 estimated
for the fees of ESI.
Item 3. Applicable Statutory Provisions.
The Participants believe that the proposed short-term
borrowings through the Money Pool, as described herein, including
the issuance, delivery and acquisition of promissory notes to
evidence the same, are or may be subject to the provisions of
Sections 6(a), 7, 9(a), 10 and 12(b) of the Act and Rule 43
thereunder.
The Participants believe that the investment, on their
behalf, of funds in the Money Pool which at any time are not
loaned to the Participants are exempt from Sections 9(a) and 10
of the Act by virtue of Section 9(c) of the Act or Rule 40 under
the Act.
The Operating Companies and System Energy believe that
the proposed borrowings from one or more banks (including the
issuance and sale of any related promissory notes) and the
issuance and sale of commercial paper are subject to the
provisions of Sections 6(a) and 7 of the Act.
EOI and Entergy believe that the proposed issuance by
EOI and the proposed acquisition by Entergy of the New EOI Note,
as contemplated herein, are subject to the provisions of Sections
6(a), 7, 9(a), 10 and 12(b) of the Act and Rule 45 thereunder,
except to the extent that such transactions may be exempt
pursuant to Rule 52.
ESI and Entergy believe that the proposed issuance by
ESI and the proposed acquisition by Entergy of the New ESI Note,
as contemplated herein, are or may be subject to the provisions
of Sections 6(a), 7, 9(a), 10, and 12(b) of the Act and Rule 45
thereunder, except to the extent that such transactions may be
exempt pursuant to Rule 52.
SFI and Entergy believe that the proposed issuance by
SFI and the proposed acquisition by Entergy of the New SFI Note,
as contemplated herein, are or may be subject to the provisions
of Sections 6(a), 7, 9(a), 10, and 12(b) of the Act and Rule 45
thereunder, except to the extent that such transactions may be
exempt pursuant to Rule 52.
Entergy, EOI, ESI and SFI believe that the proposed
borrowings from one or more banks, and Entergy's proposed
guaranty of payment of any unpaid principal amount of, and
interest on, such borrowings and of the performance by EOI, ESI
or SFI of their respective obligations under any related
promissory note or note(s) or loan agreement or agreements, are
or may be subject to Sections 6(a), 7 and 12(b) of the Act and
Rule 45 thereunder, except to the extent that such transactions
may be exempt pursuant to Rule 52.
Item 4. Regulatory Approval.
No state regulatory body or agency and no Federal
commission or agency other than this Commission has jurisdiction
over the transactions proposed herein.
Item 5. Procedure.
The parties hereto respectfully request that the
Commission's order herein be entered on or before August 31,
2001.
The parties hereto further respectfully request that
ESI be granted authority to file, on behalf of all of the parties
hereto and on a quarterly basis, certificates of notification
pursuant to Rule 24 under the Act with respect to (1) borrowings
by the Participants through the Money Pool, (2) the establishment
by the Operating Companies, System Energy, EOI, ESI and SFI of
new lines of credit with banks, (3) issues, sales and payments,
from time to time, by the Operating Companies and System Energy
of notes to banks and commercial paper, (4) borrowings by EOI
under the EOI Loan Agreement and pursuant to borrowing
arrangements with one or more banks, (5) borrowings by ESI under
the ESI Loan Agreement and pursuant to borrowing arrangements
with one or more banks, and (6) borrowings by SFI under the SFI
Loan Agreement and pursuant to borrowing arrangements with one or
more banks, all as contemplated herein.
The parties hereto hereby waive a recommended decision
by a hearing officer or any other responsible officer of the
Commission, agree that the Staff of the Division of Investment
Management may assist in the preparation of the Commission's
decision, and request that there be no waiting period between the
issuance of the Commission's order and the date it is to become
effective.
Item 6. Exhibits and Financial Statements.
a. Exhibits:
A Not Applicable.
B-1(a) Proposed form of note to evidence borrowings by
Participants (other than System Energy) through
the Money Pool.
B-1(b) Proposed form of note to evidence borrowings by
System Energy through the Money Pool.
*B-2(a) Loan Agreement, dated as of June 6, 1990, between
EOI and Entergy (including form of EOI Note)
(Exhibit B-11(c) to Rule 24 Certificate dated June
15, 1990 in 70-7679).
B-2(b) Proposed form of Amendment No. 5 to Loan Agreement
between EOI and Entergy (including form of New EOI
Note).
*B-3(a) Loan Agreement, dated as of September 18, 1991,
between ESI and Entergy (including form of ESI
Note) (Exhibit B-5(a) in 70-8055).
B-3(b) Proposed form of Amendment No. 5 to Loan Agreement
between ESI and Entergy (including form of New ESI
Note).
*B-4(a) Loan Agreement, dated as of March 21, 1994,
between SFI and Entergy (including form of SFI
Note) (Exhibit B-1 in 70-8331).
B-4(b) Proposed form of Amendment No. 3 to Loan Agreement
between SFI and Entergy (including form of New SFI
Note).
C Not applicable.
D Not applicable.
E Not applicable.
**F Opinion(s) of Counsel
G Suggested form of notice of proposed
transactions for publication in the Federal
Register.
b. Financial Statements:
- Financial statements (and accompanying notes) of
Arkansas, Gulf States, Louisiana, Mississippi, New
Orleans, System Energy and Entergy and subsidiaries
included in the Annual Report on Form 10-K for the
fiscal year ended December 31, 2000 and the Quarterly
Report on Form 10-Q for the quarterly period ended
March 31, 2001 (filed in File Nos. 1-10764, 1-2703, 1-
8474, 0-320, 0-5807, 1-9067 and 1-11299, respectively,
and incorporated herein by reference).
Except as reflected in the financial statements (including
the notes thereto), there have been no material changes, not in
the ordinary course of business, with respect to Arkansas, Gulf
States, Louisiana, Mississippi, New Orleans, System Energy, or
Entergy which have taken place since March 31, 2001,
___________________________
* Incorporated herein by reference as indicated.
** To be filed by amendment.
Item 7. Information as to Environmental Effects.
a. As more fully described in Item 1, the proposed
transactions subject to the jurisdiction of the Commission
relate only to the financing activities of the parties
hereto, and do not involve a major Federal action having a
significant impact on the human environment.
b. Not applicable.
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
ENERGY SERVICES, INC.
ENTERGY ARKANSAS, INC.
ENTERGY GULF STATES, INC.
ENTERGY LOUISIANA, INC.
ENTERGY MISSISSIPPI, INC.
ENTERGY NEW ORLEANS, INC.
ENTERGY OPERATIONS, INC.
SYSTEM ENERGY RESOURCES, INC.
SYSTEM FUELS, INC.
By Steven C. McNeal
Vice President and Treasurer
Dated: May 31, 2001
_______________________________
1 Reference is made to the joint Application-Declaration on Form
U-1, as amended, in File No. 70-8899 and the orders of the
Securities and Exchange Commission ("Commission"), under the
Public Utility Holding Company Act of 1935, as amended
("Act"), with respect thereto, dated November 27, 1996 (HCAR
35-26617) and March 30, 2001 (HCAR 35-27369).
2 Reference is made to the Commission's orders dated November
27, 1996 (HCAR 35-26617) and March 30, 2001 (HCAR 35-27369).
3 Reference is made to the Commission's orders dated June 5,
1990 (HCAR 35-25100), April 29, 1992 (HCAR 35-25526), November
18, 1992 (HCAR 35-25860), November 18, 1994 (HCAR 35-26162)
and November 27, 1996 (HCAR 35-26617) (collectively, the "EOI
Orders"). EOI does not currently have any external bank lines
of credit pursuant to this authorization.
4 Reference is made to the Commission's orders dated September
17, 1991 (HCAR 35-25376), October 23, 1991 (HCAR 35-25395),
November 18, 1992 (HCAR 35-25680), November 18, 1994 (HCAR 35-
26162), November 27, 1996 (HCAR 35-26617) and March 30, 2001
(HCAR 35-27369) (collectively, the "ESI Orders"). ESI does
not currently have any external bank lines of credit pursuant
to this authorization.
5 Reference is made to the Commission's orders dated March 16,
1994 (HCAR 35-26006), November 27, 1996 (HCAR 35-26617) and
March 30, 2001 (HCAR 35-27369) (collectively, the "SFI
Orders"). SFI does not currently have any external bank lines
of credit pursuant to this authorization.