File No. 70-9749
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-1/A POST-EFFECTIVE AMENDMENT NO. 2
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
20 Greenway Plaza New York, New York 10019
Suite 1025 (212) 603-2106
Houston, TX 77046 (212) 603-2001 (fax)
(832) 681-3306
(832) 681-3204 (fax)
John M. Adams, Jr. Denise C. Redmann, Esq.
Associate General Counsel Assistant General Counsel
Corporate and Securities Corporate and Securities
Entergy Services, Inc. Entergy Services, Inc.
639 Loyola Avenue 639 Loyola Avenue
New Orleans, LA 70113 New Orleans, LA 70113
(504) 576-2095 (504) 576-2272
(504) 576-4150 (fax) (504) 576-4150 (fax)
This Application/Declaration is amended to include the following:
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").
1.2 Description of Entergy Corporation and its Subsidiaries
and Existing Authority.
Entergy, a registered holding company under the Public
Utility Holding Company Act of 1935, as amended (the "Act"),
previously obtained authority from the Commission pursuant to an
order dated April 3, 2001 (Holding Co. Act Release No. 35-27371)
(the "2001 Order"), to issue and sell through June 30, 2004 short-
term debt in the form of notes to banks or commercial paper
("Short-term Debt") that in the aggregate will not exceed an
outstanding principal amount of $1.5 billion.
1.3 Summary of Requested Approvals.
Entergy requests additional approval in respect of its
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 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
$2 billion (such request to increase the aggregate principal
amount at any time outstanding from $1.5 billion under the 2001
Order to $2 billion); and
(ii) 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 and
separately, on a stand-alone 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 Short-term Debt in an
aggregate principal amount at any time outstanding not to exceed
$2 billion with Entergy's issuance of Long-term Debt and Short-
term Debt subject to Entergy's 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 and separately, on a stand-alone 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 proposes to issue and sell from time to time Short-
term Debt in an aggregate principal amount at any time
outstanding not to exceed $2 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.
1.8 Certificates of Notification.
Pursuant to the 2001 Order, Entergy will continue to file
certificates of notification 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 containing the information required
by the 2001 Order.
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 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 Short-term Debt by Entergy.
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 $1.80
billion, representing approximately 49.87% of Entergy's
consolidated retained earnings, as of June 30, 2002.
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.
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.
B-1 Copy of the Middle South See Exhibit D-1 to Form
Utilities, Inc. and U5S of Entergy for the
Subsidiary Companies year ended December 31,
Intercompany Income Tax 1987.
Allocation Agreement,
dated April 28, 1988.
B-2 Copy of First Amendment See Exhibit D-2 to Form
to the Middle South U5S of Entergy for the
Utilities, Inc. and year ended December 31,
Subsidiary Companies 1989.
Intercompany Income Tax
Allocation Agreement,
dated January 1, 1990.
B-3 Copy of Second Amendment See Exhibit D-3 to Form
to the Entergy U5S of Entergy for the
Corporation and year ended December 31,
Subsidiary Companies 1992.
Intercompany Income Tax
Allocation Agreement,
dated January 1, 1992.
B-4 Copy of Third Amendment See Exhibit D-3(a) to
to the Entergy Form U5S for the year
Corporation and ended December 31,
Subsidiary Companies 1993.
Intercompany Income Tax
Allocation Agreement,
dated January 1, 1994.
B-5 Copy of Fourth Amendment See Exhibit D-5 to Form
to the Entergy U5S of Entergy for the
Corporation and year ended December 31,
Subsidiary Companies 1996.
Intercompany
Income Tax Allocation
Agreement.
H Proposed Form of Federal Previously filed.
Register Notice.
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, 2001 December 31, 2001 in
File No. 1-11299.
FS-2 Entergy Consolidated See Annual Report of
Balance Sheet as of Entergy on Form 10-K
December 31, 2001 for the year ended
December 31, 2001 in
File No. 1-11299.
FS-3 Quarterly Cash Flow Previously filed
Estimates of Entergy pursuant to Rule 104 of
Consolidated through the Act.
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, 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: November 27, 2002