-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ZEVJ5tHXP0iUiU61LCkrF8UhsmY2qtUHQ3CMhIV2Un0+xgW5yjzyNTJ+6JLa/kH4 SrZgx8ehUh77pW7Gr+HQfA== 0000060527-95-000003.txt : 199506290000060527-95-000003.hdr.sgml : 19950629 ACCESSION NUMBER: 0000060527-95-000003 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950628 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LOUISIANA POWER & LIGHT CO /LA/ CENTRAL INDEX KEY: 0000060527 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 720245590 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-1/A SEC ACT: 1935 Act SEC FILE NUMBER: 070-08487 FILM NUMBER: 95550200 BUSINESS ADDRESS: STREET 1: PO BOX 61000 CITY: NEW ORLEANS STATE: LA ZIP: 70161 BUSINESS PHONE: 5045953100 U-1/A 1 File No. 70-8487 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 __________________________________ Amendment No. 1 to the Form U-1/A __________________________________ APPLICATION-DECLARATION under THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 __________________________________ Louisiana Power & Light Company 639 Loyola Avenue New Orleans, Louisiana 70113 (Name 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) __________________________________ John J. Cordaro Gerald D. McInvale President Senior Vice President and Louisiana Power & Light Company Chief Financial Officer 639 Loyola Avenue Entergy Services, Inc. New Orleans, Louisiana 70113 639 Loyola Avenue New Orleans, Louisiana 70113 (Names and addresses of agents for service) __________________________________ The Commission is also requested to send copies of any communications in connection with this matter to: Laurence M. Hamric, Esq. McChord Carrico, Esq. Denise C. Redmann, Esq. Monroe & Lemann Steven McNeal (A Professional Corporation) Entergy Services, Inc. 201 St. Charles Avenue 639 Loyola Avenue New Orleans, Louisiana 70170-3300 New Orleans, Louisiana 70113 Thomas J. Igoe, Jr., Esq. David P. Falck, Esq. Reid & Priest LLP Winthrop, Stimson, Putnam & Roberts 40 West 57th Street One Battery Park Plaza New York, New York 10019 New York, New York 10004 The Application-Declaration is hereby amended in its entirety and restated to read as follows: Item 1. Description of Proposed Transactions Section A. General 1. Louisiana Power & Light Company ("Company"), a subsidiary of Entergy Corporation, a registered holding company under the Public Utility Holding Company Act of 1935, as amended ("Holding Company Act"), proposes from time to time through December 31, 1997, (1) to issue and sell one or more new series of the Company's First Mortgage Bonds ("Bonds"), one or more series of the Company's Debentures ("Debentures") and, through a special purpose subsidiary of the Company, one or more series of preferred securities of such subsidiary with a $25 per share stated liquidation preference ("Entity Interests"), in a combined aggregate principal amount of said Bonds, Debentures and Entity Interests not to exceed $610 million, and one or more new series of the Company's Preferred Stock, either $25 par value or $100 par value having an aggregate par value not to exceed $123.5 million ("Preferred"), (2) to enter into arrangements to reimburse the Company for the costs of, or to finance or refinance, certain pollution control, including solid waste and/or sewage disposal, facilities through the issuance by the Parish of St. Charles, Louisiana, the Parish of Ouachita, Louisiana and/or the Parish of Jefferson, Louisiana of one or more new series of tax-exempt bonds in an aggregate principal amount not to exceed $65 million ("Tax-Exempt Bonds"), including the possible issuance and pledge of one or more new series of the Company's First Mortgage Bonds in an aggregate principal amount not to exceed $75 million ("Collateral Bonds") as security for Tax- Exempt Bonds, and (3) to acquire ("Acquisition Program") in whole or in part, one or more series of the Company's outstanding First Mortgage Bonds and/or Preferred Stock and/or Pollution Control Revenue Bonds and Industrial Development Revenue Bonds previously issued for the benefit of the Company. Each of these proposed transactions is discussed in greater detail below. Section B. Issuance and Sale of the Bonds, Debentures, Entity Interests and Preferred 1. The Bonds are to be issued under the Company's Mortgage and Deed of Trust, dated as of April 1, 1944, to Bank of Montreal Trust Company, successor to The Chase National Bank of the City of New York, and Mark McLaughlin, successor to Z. George Klodnicki, successor to Carl E. Buckley, as Trustees, as heretofore supplemented ("Mortgage"), and as proposed to be further supplemented by additional Supplemental Indenture(s), each relating to one or more series of Bonds. 2. Each series of Bonds will be sold at such price, will bear interest at such rate and will mature on such date as will be determined at the time of sale. No series of Bonds will be sold if the fixed interest rate or initial adjustable interest rate thereon would exceed the lower of 15% or rates generally obtained at the time of pricing for sales of first mortgage bonds having the same maturity, issued by companies of comparable credit quality and having similar terms, conditions and features. As to series having an adjustable interest rate, the initial interest rate for Bonds of such series would be determined in discussions between the Company and the purchasers of such series and would be based on the current market rate for comparable bonds. Thereafter, the interest rate on such Bonds would be adjusted according to a pre- established formula or method of determination ("Floating Rate Bonds") or would be that rate which would, when set, be sufficient to remarket the Bonds of such series at their principal amount ("Remarketed Bonds"). 3. The interest rate for Floating Rate Bonds after the initial interest rate period may be set as a percentage of, or as a specified spread from, a benchmark rate, such as the London Interbank Offered Rate or the yield to maturity of specified United States Treasury securities, or may be established by reference to orders received in an auction procedure, and will not exceed a specified maximum rate greater than 15% per annum. Such interest rate may be adjusted at established intervals or may be adjusted simultaneously with changes in the benchmark rate. 4. The interest rate for Remarketed Bonds after the initial interest rate period would not be greater than rates generally obtained at the time of remarketing of bonds having the same maturity, issued by specified companies of comparable credit quality and having comparable terms and would not exceed a specified maximum rate greater than 15% per annum. Paragraphs 5 and 6 below relate to Bonds that are Remarketed Bonds. 5. The Supplemental Indenture to the Mortgage for Bonds would provide that holders of Bonds would have the right to tender or be required to tender their Bonds and have them purchased at a price equal to the principal amount thereof, plus any accrued and unpaid interest thereon, on dates specified in, or established in accordance with, the Supplemental Indenture. A Tender Agent may be appointed to facilitate the tender of any Bonds by holders. Any holder of Bonds wishing to have such Bonds purchased may be required to deliver such Bonds during a specified period of time preceding such purchase date to the Tender Agent, if one shall be appointed, or to the Remarketing Agent appointed to reoffer such tendered Bonds for sale. 6. The Company would be obligated to pay amounts equal to the amounts to be paid the Remarketing Agent or the Tender Agent pursuant to the Supplemental Indenture for the purchase of Bonds so tendered, such amounts to be paid by the Company on the dates such payments by the Remarketing Agent or the Tender Agent are to be made; reduced by the amount of any other moneys available therefor, including the proceeds of the sale of such tendered Bonds by the Remarketing Agent. Upon the delivery of such Bonds by holders to the Remarketing Agent or the Tender Agent for purchase, the Remarketing Agent would use its best efforts to sell such Bonds at a price equal to the principal amount of such Bonds. 7. The price, exclusive of accrued interest, to be paid to the Company for each such series of Bonds to be sold at competitive bidding will be within a range (to be specified by the Company to prospective purchasers) of not more than five percentage points, and will not exceed five percentage points above or below 100% of the principal amount of such series of Bonds. Each series of Bonds will mature not later than forty years from the first day of the month of issuance. The Company may determine to provide an insurance policy for the payment of the principal of, and/or interest and/or premium on, one or more series of Bonds. 8. One or more series of Bonds may include provisions for redemption prior to maturity at various percentages of the principal amount thereof and may include restrictions on optional redemption for a given number of years. In addition, one or more series of Bonds may include provisions for the mandatory retirement of some or all of such series prior to maturity. In each supplemental indenture relating to a series of Bonds, the Company may covenant that, so long as any Bonds of such series remain outstanding, the Company will not pay any cash dividends on common stock subsequent to the date of such series of Bonds (other than certain dividends declared prior to the original issuance of such series) except from credits to retained earnings after such date, plus $345 million, plus such additional amounts as shall be approved by the Securities and Exchange Commission ("Commission"). However, the Company may determine not to include any provisions restricting its ability to pay common stock dividends. 9. Reference is made to Exhibits A-1, A-2, A-4 and B- 1 hereto for further information with respect to the terms of each series of Bonds. 10. The Debentures will be issued under either the Company's Debenture Indenture or its Subordinated Debenture Indenture, to be substantially in the forms attached as Exhibits A-10 and A-12, respectively (each, a "Debenture Indenture"), as may be supplemented from time to time. 11. Each series of Debentures will be sold at such price, will bear interest at such rate and will mature on such date as will be determined at the time of sale. No series of Debentures will be sold if the fixed interest rate or initial adjustable interest rate thereon would exceed the lower of 15% or rates generally obtained at the time of pricing for sales of debentures having the same maturity, issued by companies of comparable credit quality and having similar terms, conditions and features. As to series having an adjustable interest rate, the initial interest rate for Debentures of such series would be determined in discussions between the Company and the purchasers of such series and would be based on the current market rate for comparable debentures. Thereafter, the interest rate on such Debentures would be adjusted according to a pre-established formula or method of determination ("Floating Rate Debentures") or would be that rate which would, when set, be sufficient to remarket the Debentures of such series at their principal amount ("Remarketed Debentures"). 12. The interest rate for Floating Rate Debentures after the initial interest rate period may be set as a percentage of, or as a specified spread from, a benchmark rate, such as the London Interbank Offered Rate or the yield to maturity of specified United States Treasury securities, or may be established by reference to orders received in an auction procedure, and will not exceed a specified maximum rate greater than 15% per annum. Such interest rate may be adjusted at established intervals or may be adjusted simultaneously with changes in the benchmark rate. 13. The interest rate for Remarketed Debentures after the initial interest rate period would not be greater than rates generally obtained at the time of remarketing of debentures having the same maturity, issued by specified companies of comparable credit quality and having comparable terms and would not exceed a specified maximum rate greater than 15% per annum. Paragraphs 14 and 15 below relate to Debentures that are Remarketed Debentures. 14. The Debenture Indenture for Debentures would provide that holders of Debentures would have the right to tender or be required to tender their Debentures and have them purchased at a price equal to the principal amount thereof, plus any accrued and unpaid interest thereon, on dates specified in, or established in accordance with, the Debenture Indenture. A Tender Agent may be appointed to facilitate the tender of any Debentures by holders. Any holder of Debentures wishing to have such Debentures purchased may be required to deliver such Debentures during a specified period of time preceding such purchase date to the Tender Agent, if one shall be appointed, or to the Remarketing Agent appointed to reoffer such tendered Debentures for sale. 15. The Company would be obligated to pay amounts equal to the amounts to be paid the Remarketing Agent or the Tender Agent pursuant to the Supplemental Indenture for the purchase of Debentures so tendered, such amounts to be paid by the Company on the dates such payments by the Remarketing Agent or the Tender Agent are to be made; reduced by the amount of any other moneys available therefor, including the proceeds of the sale of such tendered Bonds by the Remarketing Agent. Upon the delivery of such Debentures by holders to the Remarketing Agent or the Tender Agent for purchase, the Remarketing Agent would use its best efforts to sell such Debentures at a price equal to the principal amount of such Debentures. 16. The price, exclusive of accrued interest, to be paid to the Company for each such series of Debentures to be sold at competitive bidding will be within a range (to be specified by the Company to prospective purchasers) of not more than five percentage points, and will not exceed five percentage points above or below 100% of the principal amount of such series of Debentures. Each series of Debentures will mature not later than forty years from the first day of the month of issuance. The Company may determine to provide an insurance policy for the payment of the principal of, and/or interest and/or premium on, one or more series of Debentures. 17. One or more series of Debentures may include provisions for redemption prior to maturity at various percentages of the principal amount thereof and may include restrictions on optional redemption for a given number of years. In addition, one or more series of Debentures may include provisions for the mandatory retirement of some or all of such series prior to maturity. 18. Debentures issued under the Subordinated Debenture Indenture would be expressly subordinated to Senior Indebtedness, as defined therein or pursuant thereto, and may also provide that payment of interest on such Debentures may be deferred, without creating a default with respect thereto, for specified periods, so long as no dividends are being paid, or certain actions are taken related to the retirement of, the common or preferred stock of the Company during such period of deferral. In addition, in each Subordinated Debenture Indenture relating to a series of Debentures, the Company may covenant that, so long as any Debentures of such series remain outstanding, the Company will not pay cash dividends on common stock subsequent to the date of such series of Debentures (other than certain dividends declared prior to the original issuance of such series) except from credits to retained earnings after such date, plus $345 million, plus such additional amounts as shall be approved by the Commission. However, the Company may determine not to include any provisions restricting its ability to pay common stock dividends. 19. Reference is made to Exhibits A-10, A-11, A-12, A- 13 and B-8 hereto for further information with respect to the terms of each series of Debentures. 20. The Company proposes to organize either a special purpose limited partnership under the Delaware Revised Uniform Limited Partnership Act or a statutory business trust under the laws of the State of Delaware for the sole purpose of issuing the Entity Interests (the "Issuing Entity"). In the case of a limited partnership, the Company will either (a) act as the general partner of the Issuing Entity or (b) organize a special purpose, wholly-owned corporation under the Delaware General Corporation Law for the sole purpose of acting as the general partner of the Issuing Entity (the "Participating Subsidiary"). In the case of a business trust, the business and affairs of the trust will be conducted by one or more trustees (the "Trustee(s)"). The Company will, as a result of its ownership of all common securities in the Issuing Entity (see paragraph 21 below), be entitled to appoint, remove or replace any of, or increase or reduce the number of, such Trustee(s). 21. The Company will directly or indirectly make an equity contribution to the Issuing Entity at the time the Entity Interests are issued and thereby directly or indirectly acquire all of the general partnership interest (in the case of a limited partnership) or all of the common securities (in the case of a business trust) in such Issuing Entity. The Company's equity contribution to the Issuing Entity will at all times constitute at least 3% of the aggregate equity contributions by all securityholders to such Issuing Entity. 22. The Entity Interests, with $25 per share stated liquidation preference, will be registered under the Securities Act of 1933, as amended, under a registration statement filed under the Securities Act of 1933, as amended (the "Entity Registration Statement"). The form of the Entity Registration Statement will be filed through incorporation by reference as Exhibit C-7. The holders of the Entity Interests will be either (a) the limited partners (in the case of a limited partnership) or (b) the preferred securityholders (in the case of a business trust) of the Issuing Entity, and the amounts paid by such holders for the Entity Interests will be treated as capital contributions to the Issuing Entity. 23. The Company will issue, from time to time in one or more series, subordinated debentures (the "Entity Subordinated Debentures") to the Issuing Entity. The Issuing Entity will use the proceeds from the sale of its Entity Interests, plus the equity contributions made to it by either (a) its general partner (in the case of a limited partnership) or (b) the Company (in the case of a business trust), to purchase the Entity Subordinated Debentures. The Entity Subordinated Debentures will be registered pursuant to the Entity Registration Statement. The Entity Subordinated Debentures will be issued pursuant to, and governed by, an indenture that will be qualified under the Trust Indenture Act of 1939, as amended (the "Entity Subordinated Debenture Indenture"). Drafts of the Entity Subordinated Debenture Indenture and the Entity Subordinated Debenture will be filed by amendment as Exhibits A-14 and A-15, respectively. 24. Each series of the Entity Subordinated Debentures will mature at such time, not more than 50 years from their date of issuance, as the Company may determine at the time of issuance. The Entity Subordinated Debenture Indenture may permit the Entity Subordinated Debentures to be issued with an initial term of less than 50 years that may be extended at the Company's option to up to 50 years from the date of issuance. For example, the Entity Subordinated Debentures may have an initial term of 30 years with the Company having the right to extend the maturity for up to an additional 19 years. Prior to maturity, the Company will pay interest only, at either a fixed or adjustable rate as set forth in the Entity Subordinated Debenture Indenture, on the Entity Subordinated Debentures. The distribution rates, payment dates, redemption, maturity, and other similar provisions of each series of Entity Interests will be substantially identical to the interest rates, payment dates, redemption, maturity, and other provisions of the Entity Subordinated Debentures relating thereto, and will be determined by the Issuing Entity at the time of issuance. The interest paid by the Company on its Entity Subordinated Debentures will constitute the only income of the Issuing Entity and will be used by the Issuing Entity to pay monthly or quarterly (as determined at the time of the sale of each series) distributions on the Entity Interests. 25. The Company may also enter into a guaranty (the "Guaranty") pursuant to which it will unconditionally guarantee (i) payment of distributions on the Entity Interests, if and to the extent the Issuing Entity has funds legally available therefor, (ii) payments to the holders of Entity Interests of amounts due upon liquidation of the Issuing Entity or redemption of the Entity Interests, and (iii) certain additional "gross up" amounts that may be payable in respect of the Entity Interests, as described in paragraph 31 below. Such Guaranty (if issued) will be registered pursuant to the Entity Registration Statement. A draft of the Guaranty will be filed by amendment as Exhibit A-19, unless the Company has decided not to provide the guaranties described in this paragraph 25. 26. The Company's Entity Subordinated Debentures issued under the Subordinated Debenture Indenture and the Guaranty (if issued) would be expressly subordinated to Senior Indebtedness, as defined therein or pursuant thereto, and may also provide that payment of interest on such Entity Subordinated Debentures may be deferred, without creating a default with respect thereto, for specified periods, so long as no dividends are being paid, or certain actions are taken related to the retirement of, the common or preferred stock of the Company during such period of deferral. In addition, in each Entity Subordinated Debenture Indenture relating to a series of Entity Subordinated Debentures, the Company may covenant that, so long as any Entity Subordinated Debentures of such series remain outstanding, the Company will not pay cash dividends on common stock subsequent to the date of such series of Entity Subordinated Debentures (other than certain dividends declared prior to the original issuance of such series) except from credits to retained earnings after such date, plus $345 million, plus such additional amounts as shall be approved by the Commission. However, the Company may determine not to include any provisions restricting its ability to pay common stock dividends. 27. Distributions on the Entity Interests will be made either monthly or quarterly (as determined at the time of sale of each series), will be cumulative, and will be mandatory to the extent that the Issuing Entity has legally available funds and sufficient cash for such purposes. The availability of such funds will depend on the Issuing Entity's receipt of the amounts due under the Entity Subordinated Debentures. The Issuing Entity will have the right to defer distributions on the Entity Interests for a specified period, but only if and to the extent that the Company defers the interest payments on the Entity Subordinated Debentures as described in paragraph 26 above. If distributions on the Entity Interests (including all previously deferred distributions, if any) are so deferred for 18 consecutive months, then the holders of Entity Interests will have the right to appoint a special representative to enforce the Issuing Entity's rights under the Entity Subordinated Debentures and Guaranty (if issued), including, after failure to pay distributions for such specified period, to accelerate the maturity of the Entity Subordinated Debentures. 28. It is expected that the interest payments by the Company on the Entity Subordinated Debentures will be deductible for federal income tax purposes and that the Issuing Entity will be treated as either a partnership or a trust, as the case may warrant, for federal income tax purposes. Consequently, the holders of Entity Interests and either (a) the general partner (in the case of the limited partnership) or (b) the Company (in the case of the business trust) will be deemed to have received partnership distributions (in the case of a limited partnership) or original issue discount (in the case of a business trust), not dividends, from the Issuing Entity and will not be entitled to any "dividends received deduction" under the Internal Revenue Code. 29. One or more series of each of the Entity Interests and the Entity Subordinated Debentures may include provisions for the mandatory retirement of some or all of such series prior to maturity. The Entity Interests will be subject to redemption in whole or part on and after a specified date (the "Earliest Redemption Date") at the option of the Issuing Entity, with the consent of the Company, at a price equal to their stated liquidation preference plus any accrued and unpaid distributions (the "Redemption Price"). The Earliest Redemption Date will be determined based on, among other factors, market conditions at the time of issuance, but will be not later than 10 years after the date of issuance. The Entity Subordinated Debenture Indenture and the Entity Agreement (as defined in paragraph 33 below) may set forth additional provisions governing the optional redemption of the Entity Interests. In particular, it is expected that the Issuing Entity will have the option, with the consent of the Company, to redeem the Entity Interests at the Redemption Price upon the occurrence of specified adverse tax events (each, a "Tax Event"). Examples of possible Tax Events include (a) the Issuing Entity is subject to federal income tax with respect to interest received on the Entity Subordinated Debentures or is otherwise not treated as either a partnership or a trust, as the case may warrant, for federal income tax purposes, (b) it is determined that the interest payments by the Company on the Entity Subordinated Debentures are not deductible for federal income tax purposes, or (c) the Issuing Entity is subject to more than a minimal amount of other taxes, duties, or other governmental charges. The Entity Subordinated Debenture Indenture and the Entity Agreement may also provide that the Entity Interests are subject to optional or mandatory redemption upon the occurrence of specified adverse regulatory events (each, a "Regulatory Event"). An example of a possible Regulatory Event is that the Issuing Entity becomes subject to regulation as an "investment company" under the Investment Company Act of 1940, as amended. 30. It is expected that, upon the occurrence of a Tax Event or a Regulatory Event, the Company may also have the right to exchange the Entity Subordinated Debentures for the Entity Interests or to otherwise distribute the Entity Subordinated Debentures to the holders of Entity Interests, whereupon the Entity Interests would be canceled and nullified. 31. If, as a result of (a) the Entity Subordinated Debentures not being treated as indebtedness for federal income tax purposes, or (b) the Issuing Entity not being treated as either a partnership or a trust, as the case may warrant, for federal income tax purposes, the Issuing Entity is required by applicable tax laws to withhold or deduct from payments on the Entity Interests amounts which would not otherwise be required to be withheld or deducted, the Issuing Entity may also have the obligation, if the Entity Interests are not redeemed (as discussed in paragraph 29 above) or exchanged (as discussed in paragraph 30 above), to "gross up" such payments so that the holders of Entity Interests will receive the same payment after such withholding or deduction as they would have received if no such withholding or deduction were required. 32. In the event of any voluntary or involuntary liquidation, dissolution, or winding up the Issuing Entity, holders of Entity Interests will be entitled to receive, out of the assets of the Issuing Entity available for distribution to the limited partners (in the case of a limited partnership) or the preferred securityholders (in the case of a business trust), before any distribution of assets to the general partner (in the case of a limited partnership) or the Company (in the case of a business trust), an amount equal to the stated liquidation preference of the Entity Interests plus any accrued and unpaid distributions. 33. Under either the Amended and Restated Agreement of Limited Partnership or the Declaration of Trust, as such document will govern the activities of the Issuing Entity upon the issuance of the Entity Interests (the "Entity Agreement"), the activities of the Issuing Entity will be limited to the issuance and sale of Entity Interests, the use of the proceeds thereof and the equity contributions by either the general partner (in the case of a limited partnership) or the Company (in the case of a business trust) to purchase the Entity Subordinated Debentures, the receipt of interest on the Entity Subordinated Debentures, and the payment of distributions on the Entity Interests. A draft of the Entity Agreement will be filed by amendment as Exhibit A-16. 34. The Entity Agreement will further state that the Issuing Entity's business and affairs will be managed and controlled directly by either the general partner (in the case of a limited partnership) or the Trustee(s) (in the case of a business trust), that either the general partner (in the case of limited partnership) or the Company (in the case of a business trust) will be responsible for all liabilities and obligations of the Issuing Entity, and that the general partnership interest (in the case of a limited partnership) or the common securities (in the case of a business trust) are not transferrable except for a transfer made (a) with the consent of all other partners (in the case of a limited partnership) or securityholders (in the case of a business trust), (b) to a direct or indirect wholly-owned subsidiary, or (c) in the event of merger, subject to certain conditions. 35. Because the Entity Interests will be supported by the Company's Entity Subordinated Debentures and Guaranty (if issued), and the distributions to holders of Entity Interests will be paid out of the interest payments on such Entity Subordinated Debentures or pursuant to such Guaranty (if issued), it is proposed that the Entity Agreement will not include any interest or distribution coverage or capitalization ratio restrictions on the ability to issue and sell additional issues of Entity Interests. Such restrictions would not be relevant or necessary, nor are the capital structures of the Issuing Entity relevant, because the interest payments of the Company on the Entity Subordinated Debentures are expected to fully service the distributions on Entity Interests. For this reason, financial statements for the Issuing Entity are not included with this Application- Declaration. 36. Each series of Entity Interests (and any corresponding series of Entity Subordinated Debentures) will be sold at such price and will be entitled to receive such distributions (or interest payments) on such periodic basis as will be determined at the time of sale. No series of Entity Interests (or any corresponding series of Entity Subordinated Debentures) will be sold if the fixed distribution (or interest) rate or initial adjustable distribution (or interest) rate thereon would exceed the lower of 15% or rates generally obtained at the time of pricing for sales of limited partnership or business trust interests having the same maturity, issued by subsidiaries of companies of comparable credit quality and having similar terms, conditions and features. As to series having an adjustable distribution (or interest) rate, the initial dividend (or interest) rate for Entity Interests of such series would be determined in discussions between the Company and the purchasers of such series and would be based on the current market rate for comparable subsidiary interests. Thereafter, the dividend (or interest) rate on such Entity Interests would be adjusted according to a pre-established formula or method of determination ("Floating Rate Entity Interests") or would be that rate which would, when set, be sufficient to remarket the Entity Interests of such series at their principal amount ("Remarketed Entity Interests"). 37. The dividend (or interest) rate for Floating Rate Entity Interests after the initial dividend (or interest) rate period may be set as a percentage of, or as a specified spread from, a benchmark rate, such as the London Interbank Offered Rate or the yield to maturity of specified United States Treasury securities, or may be established by reference to orders received in an auction procedure, and will not exceed a specified maximum rate greater than 15% per annum. Such dividend (or interest) rate may be adjusted at established intervals or may be adjusted simultaneously with changes in the benchmark rate. 38. The dividend (or interest) rate for Remarketed Entity Interests after the initial dividend (or interest) rate period would not be greater than rates generally obtained at the time of remarketing of limited partnership or business trust interests having the same maturity, issued by subsidiaries of specified companies of comparable credit quality and having comparable terms and would not exceed a specified maximum rate greater than 15% per annum. Paragraphs 39 and 40 below relate to Entity Interests that are Remarketed Entity Interests. 39. The Entity Agreement would provide that holders of Equity Interests would have the right to tender or be required to tender their Equity Interests and have them purchased at a price equal to the principal amount thereof, plus any accrued and unpaid distributions thereon, on dates specified in, or established in accordance with, the Entity Agreement. A Tender Agent may be appointed to facilitate the tender of any Equity Interests by holders. Any holder of Entity Interests wishing to have such Entity Interests purchased may be required to deliver such Entity Interests during a specified period of time preceding such purchase date to the Tender Agent, if one shall be appointed, or to the Remarketing Agent appointed to reoffer such tendered Entity Interests for sale. 40. The Company would be obligated to pay amounts equal to the amounts to be paid the Remarketing Agent or the Tender Agent pursuant to the Entity Agreement for the purchase of Entity Interests so tendered, such amounts to be paid by the Company on the dates such payments by the Remarketing Agent or the Tender Agent are to be made; reduced by the amount of any other moneys available therefor, including the proceeds of the sale of such tendered Entity Interests by the Remarketing Agent. Upon the delivery of such Entity Interests by holders to the Remarketing Agent or the Tender Agent for purchase, the Remarketing Agent would use its best efforts to sell such Entity Interests at a price equal to the principal amount of such Entity Interests. 41. The price, exclusive of accrued distributions, to be paid to the Issuing Entity for each such series of Entity Interests to be sold at competitive bidding will be within a range (to be specified by the Company to prospective purchasers) of not more than five percentage points, and will not exceed five percentage points above or below 100% of the principal amount of such series of Entity Interests. 42. The Preferred will have par values of either $25 ("$25 Preferred Stock") or $100 ("$100 Preferred Stock"). Each series of Preferred shall consist of such number of shares of the $25 Preferred Stock or the $100 Preferred Stock as the Company may determine, but the total number of such shares of Preferred may not have an aggregate par value in excess of $123.5 million. In accordance with the Company's Restated Articles of Incorporation, as amended, the Company has authorized and unissued as of the date hereof, 1,585,000 shares of its $100 Preferred Stock and 4,230,581 shares of its $25 Preferred Stock. 43. The price, exclusive of accumulated dividends, to be paid to the Company for each series of Preferred to be issued and sold will be determined at the time of sale and will not be less than par value on a per share basis. With respect to any series of Preferred to be sold at competitive bidding, the price to be paid to the Company will not be less than $25 nor more than $25.70 per share in the case of $25 Preferred Stock, and not less than $100 nor more than $102.75 per share in the case of $100 Preferred Stock, in each case plus accumulated dividends, if any. The dividend rate of each such series of the Preferred will be a multiple of 4/25ths of 1% for any series of $25 Preferred Stock and 0.01 of 1% for any series of $100 Preferred Stock. 44. No series of Preferred will be sold if the fixed dividend rate or initial adjustable dividend rate thereon would exceed the lower of 15% or rates generally obtained at the time of pricing for sales of preferred stock having the same maturity, issued by companies of comparable credit quality and having similar terms, conditions and features. As to series having an adjustable dividend rate, the initial dividend rate for Preferred of such series would be determined in discussions between the Company and the purchasers of such series and would be based on the current market rate for comparable preferred stock. Thereafter, the dividend rate on such Preferred would be adjusted according to a pre-established formula or method of determination ("Floating Rate Preferred") or would be that rate which would, when set, be sufficient to remarket the Preferred of such series at their principal amount ("Remarketed Preferred"). 45. The dividend rate for Floating Rate Preferred after the initial dividend rate period may be set as a percentage of, or as a specified spread from, a benchmark rate, such as the London Interbank Offered Rate or the yield to maturity of specified United States Treasury securities, or may be established by reference to orders received in an auction procedure, and will not exceed a specified maximum rate greater than 15% per annum. Such dividend rate may be adjusted at established intervals or may be adjusted simultaneously with changes in the benchmark rate. 46. The dividend rate for Remarketed Preferred after the initial dividend rate period would not be greater than rates generally obtained at the time of remarketing of preferred stock having the same maturity, issued by specified companies of comparable credit quality and having comparable terms and would not exceed a specified maximum rate greater than 15% per annum. Paragraphs 47 and 48 below relate to Preferred that are Remarketed Preferred. 47. The Restated Articles of Incorporation, as amended, of the Company (the "Articles") would provide that holders of Preferred would have the right to tender or be required to tender their Preferred and have them purchased at a price equal to the principal amount thereof, plus any accrued and unpaid dividends thereon, on dates specified in, or established in accordance with, the Articles. A Tender Agent may be appointed to facilitate the tender of any Preferred by holders. Any holder of Preferred wishing to have such Preferred purchased may be required to deliver such Preferred during a specified period of time preceding such purchase date to the Tender Agent, if one shall be appointed, or to the Remarketing Agent appointed to reoffer such tendered Preferred for sale. 48. The Company would be obligated to pay amounts equal to the amounts to be paid the Remarketing Agent or the Tender Agent pursuant to the Articles for the purchase of Preferred so tendered, such amounts to be paid by the Company on the dates such payments by the Remarketing Agent or the Tender Agent are to be made; reduced by the amount of any other moneys available therefor, including the proceeds of the sale of such tendered Preferred by the Remarketing Agent. Upon the delivery of such Preferred by holders to the Remarketing Agent or the Tender Agent for purchase, the Remarketing Agent would use its best efforts to sell such Preferred at a price equal to the principal amount of such Preferred. 49. The terms of one or more series of Preferred may include provisions for redemption at various redemption prices, may include restrictions on optional redemption for a given number of years and may include provisions for purchases in lieu of redemption. The Company may include for any series of Preferred provisions for a sinking fund designed to redeem annually, commencing a specified number of years after the first day of the calendar month in which such series is issued, at the par value per share of such series plus accumulated dividends, a number of shares equal to a given percentage of the total number of shares of such series, with the Company possibly having a non- cumulative option to redeem annually an additional number of shares up to a given percentage of the total number of shares of such series. Any such sinking fund provisions would be designed to redeem all outstanding shares of such series not later than 40 years after the date of original issuance thereof. 50. The Company anticipates that the issuance and sale of each series of Bonds, Debentures, Entity Interests and/or Preferred will be by means of competitive bidding, or negotiated public offering or private placement with institutional investors in order to secure the advantages of an advance marketing effort and/or the best available terms. 51. Reference is made to Exhibits B-1, B-2, B-3, B-4, B-8, B-9, B-10 and B-11 for information with respect to, among other things, the procedures to be followed in connection with the issuance and sale of Bonds, Debentures, Entity Interests and/or Preferred. The sale(s) of Bonds, the sale(s) of Debentures, the sale(s) of Entity Interests, and the sale(s) of Preferred are separate transactions not contingent upon one another. 52. The Company proposes to use the net proceeds derived from the issuance and sale of Bonds, Debentures, Entity Interests and/or Preferred for general corporate purposes, including, but not limited to, the possible acquisition, redemption and/or refunding of certain outstanding securities. The Company is requesting authorization for such sales primarily to provide the flexibility to permit a quick response to changing market conditions when it becomes beneficial for the Company to refinance, refund or otherwise acquire outstanding high cost securities. (See "Acquisition Program" below.) Section C. Issuance and Sale of Tax-Exempt Bonds and Related Transactions 1. The Company also may seek to enter into arrangements to reimburse the Company for the costs of, or to finance or refinance, on a tax-exempt basis, the acquisition, construction, installation and equipping of certain pollution control facilities including solid waste and/or sewage disposal and/or pollution control facilities ("Facilities") at (a) Unit 3 (nuclear) of the Company's Waterford Steam Electric Generating Station ("Waterford 3") in the Parish of St. Charles, Louisiana, (b) Units 6 and 7 of the Company's Sterlington Plant ("Sterlington") in the Parish of Ouachita, Louisiana, or (c) Units 1-5 (gas) of the Company's Ninemile Point Plant ("Ninemile Point") in the Parish of Jefferson, Louisiana (collectively, St. Charles Parish, Ouachita Parish and Jefferson Parish all referred to as the "Parish"). The Company proposes to enter into one or more installment sale, lease, refunding or other facilities agreements and possibly one or more supplements and/or amendments thereto (collectively, the "Facilities Agreement") with the Parish for the issuance and sale by the Parish of one or more series of Tax-Exempt Bonds in an aggregate principal amount not to exceed $65 million pursuant to one or more trust indentures and possibly one or more supplements thereto (collectively, the "Indenture") between the Parish and one or more trustees (collectively, the "Trustee"). 2. The proceeds of the sale of Tax-Exempt Bonds, net of any underwriters' discounts or other expenses payable from proceeds, will be deposited by the Parish with the Trustee under the Indenture. Such net proceeds will be applied to reimburse the Company for, or to permanently finance on a tax-exempt basis, the costs of the acquisition, construction, installation or equipping of, that portion of the Facilities not previously financed by revenue bonds of the Parish, and additional costs of construction of the Facilities. Further, under the Facilities Agreement the Company would transfer the Facilities to the Parish, and will reacquire the Facilities from the Parish for a price sufficient (together with any other moneys held by the Trustee under the Indenture and available for the purpose for the particular series of Tax-Exempt Bonds involved) to pay the principal or purchase price of, the premium, if any, and the interest on such series of Tax-Exempt Bonds as the same become due and payable. Such payments will be made directly to the Trustee pursuant to an agreement therefor by the Parish to the Trustee as set forth in the Indenture. The Company will also be obligated to pay (i) the fees and charges of the Trustee and any registrar or paying agent under the Indenture, and, if any, the Remarketing Agent and the Tender Agent hereinafter referred to, (ii) all expenses incurred by the Parish in connection with its rights and obligations under the Agreement, (iii) all expenses necessarily incurred by the Parish or the Trustee under the Indenture in connection with the transfer or exchange of Tax-Exempt Bonds, and (iv) certain other fees and expenses. 3. The Indenture may provide that, upon the occurrence of certain events relating to the operation of Waterford 3, Sterlington, Ninemile Point or construction or operation of the Facilities, Tax-Exempt Bonds will be redeemable by the Parish at the direction of the Company. Any series of Tax-Exempt Bonds may be made subject to a mandatory cash sinking fund under which stated portions of Tax-Exempt Bonds of such series are to be retired at stated times. Tax-Exempt Bonds may be subject to mandatory redemption in certain other cases. The payments by the Company in such circumstances will be sufficient (together with any other moneys held by the Trustee under the Indenture and available therefor) to pay the principal or purchase price of all Tax-Exempt Bonds to be redeemed or retired and, the premium, if any, thereon, together with interest accrued or to accrue to the redemption date on such Tax-Exempt Bonds. 4. The Indenture may provide that after completion of the Facilities, certain of the proceeds of Tax-Exempt Bonds that remain unused may be applied to the redemption or purchase of Tax-Exempt Bonds at the direction of the Company. 5. It is proposed that the Tax-Exempt Bonds or the several series thereof mature not later than forty years from the date of issuance. Tax-Exempt Bonds will be subject to optional redemption, at the direction of the Company, in whole or in part at the redemption prices (expressed as percentages of principal amount) and at the times, set forth in the Indenture, plus accrued interest to the redemption date. 6. The Agreement and the Indenture may provide for a fixed interest rate for one or more series of Tax-Exempt Bonds and/or for an adjustable interest rate for one or more series of Tax-Exempt Bonds as hereinafter described. No series of Tax-Exempt Bonds will be sold if the fixed interest rate or initial adjustable interest rate thereon would exceed 15%. As to series having an adjustable interest rate, the interest rate for Tax-Exempt Bonds of such series during the first Rate Period (hereinafter referred to) would be determined in discussions between the Company and the purchasers of such series from the Parish and be based on the current tax-exempt market rate for comparable bonds having a maturity comparable to the length of the initial Rate Period. Thereafter, for each Rate Period, the interest rate on such Tax-Exempt Bonds would be that rate which would be sufficient to remarket all tendered Tax-Exempt Bonds of such series at their principal amount. Such subsequent interest rates would not be greater than rates generally obtained at the time of remarketing of tax-exempt bonds having the same maturity, issued for the benefit of companies of comparable credit quality and having comparable credit terms and would not exceed a specified maximum rate that will not be greater than 15%. Paragraphs 7 through 10 below relate to Tax- Exempt Bonds having an adjustable interest rate. 7. The term "Rate Period," as used herein, means a period during which the interest rate on such Tax-Exempt Bonds of a particular series bearing an adjustable rate (or method of determination of such interest rate) is fixed. The initial Rate Period would commence on the date as of which interest begins to accrue on such Tax-Exempt Bonds of such series. 8. The Facilities Agreement and the Indenture may provide that holders of Tax-Exempt Bonds would have the right to tender or be required to tender their Tax-Exempt Bonds and have them purchased at a price equal to the principal amount thereof, plus any accrued and unpaid interest thereon, on dates specified in, or established in accordance with, the Indenture. A Tender Agent may be appointed to facilitate the tender of any Tax-Exempt Bonds by holders. Any holders of Tax-Exempt Bonds wishing to have such Tax-Exempt Bonds purchased may be required to deliver such Tax-Exempt Bonds during a specified period of time preceding such purchase date to the Tender Agent, if one shall be appointed, or to the Remarketing Agent appointed to offer such tendered Tax-Exempt Bonds for sale. 9. Under the Agreement, the Company would be obligated to pay amounts equal to the amounts to be paid by the Remarketing Agent or the Tender Agent pursuant to the Indenture for the purchase of Tax-Exempt Bonds so tendered, such amounts to be paid by the Company on the dates such payments by the Remarketing Agent or the Tender Agent are to be made; provided, however, that the obligation of the Company to make any such payment under the Agreement would be reduced by the amount of any other moneys available therefor, including the proceeds of the sale of such tendered Tax-Exempt Bonds by the Remarketing Agent. 10. Upon the delivery of such Tax-Exempt Bonds by holders to the Remarketing Agent or the Tender Agent for purchase, the Remarketing Agent would use its reasonable efforts to sell such Tax-Exempt Bonds at a price equal to the stated principal amount of such Tax-Exempt Bonds. 11. The Facilities Agreement will provide that prior to the transfer of the Facilities by the Parish to the Company, such portions of the Facilities as have already been constructed or acquired by the Company will be transferred to the Parish by the Company, subject to the lien of the Company's Mortgage as it may be further supplemented by additional Supplemental Indentures. In order to secure the Company's obligations under the Facilities Agreement and, in the event the Company enters into a Reimbursement Agreement (hereinafter referred to and defined in Section 12 below), under the Reimbursement Agreement, the Company may grant to the Parish, the Trustee and/or the Bank (hereinafter defined) a lien, subordinate to the lien of the Company's Mortgage, on the Facilities (the "Second Mortgage"). 12. In order to obtain a more favorable rating on any series of Tax-Exempt Bonds and thereby improve the marketability thereof, the Company may arrange for an irrevocable letter of credit for an amount up to $75 million from a bank (the "Bank") in favor of the Trustee. In such event, payments with respect to principal, premium, if any, interest and purchase obligations in connection with such series of Tax-Exempt Bonds, coming due during the term of such letter of credit, which term would not exceed 10 years, would be secured by, and payable from funds drawn under, the letter of credit. In order to induce the Bank to issue such letter of credit, the Company would enter into a Letter of Credit and Reimbursement Agreement ("Reimbursement Agreement") with the Bank pursuant to which the Company would agree to reimburse the Bank for all amounts drawn under such letter of credit within a specified period after the date of the draw and with interest thereon. The terms of the Reimbursement Agreement would correspond to the terms in the letter of credit. 13. It is anticipated that the Reimbursement Agreement would require the payment by the Company to the Bank of up-front letter of credit fees not to exceed 1/4 of 1% of the face amount of the letter of credit and annual letter of credit fees not to exceed 1-3/8% of the face amount of the letter of credit per annum. Any such letter of credit may expire or be terminated prior to the maturity date of the series of Tax-Exempt Bonds that such letter of credit supports and, in connection with such expiration or termination, such series of Tax- Exempt Bonds may be made subject to mandatory redemption or purchase on or prior to the date of expiration or termination of such letter of credit, subject to the right of owners of Tax-Exempt Bonds of such series not to have their Tax-Exempt Bonds redeemed or purchased. Provision may be made, as to any such series of Tax-Exempt Bonds, for extension of the term of such letter of credit or for the replacement thereof, upon its expiration or termination, by another letter of credit from the Bank or a different bank. 14. In addition or as an alternative to the security provided by a letter of credit, in order to obtain a more favorable rating on Tax-Exempt Bonds and consequently improve the marketability thereof, the Company may (a) determine to provide an insurance policy for the payment of the principal of and/or interest and/or premium on one or more series of Tax-Exempt Bonds, and/or (b) provide security for holders of Tax-Exempt Bonds and/or the Bank equivalent to the security accorded to holders of First Mortgage Bonds outstanding under the Company's Mortgage by obtaining the authentication of and pledging one or more new series of First Mortgage Bonds ("Collateral Bonds") under the Mortgage as it may be supplemented. Collateral Bonds would be issued on the basis of unfunded net property additions and/or previously- retired First Mortgage Bonds and delivered to the Trustee under the Indenture and/or to the Bank to evidence and secure the Company's obligation to pay the purchase price of the Facilities and the Company's obligation to reimburse the Bank under the Reimbursement Agreement. These Collateral Bonds could be issued in several ways. First, if Tax-Exempt Bonds bear a fixed interest rate, Collateral Bonds could be issued in a principal amount equal to the principal amount of such Tax-Exempt Bonds and bear interest at a rate equal to the rate of interest on such Tax-Exempt Bonds. Secondly, they could be issued in a principal amount equivalent to the principal amount of such Tax-Exempt Bonds plus an amount equal to interest on those Bonds for a specified period. In such a case, Collateral Bonds would bear no interest. Thirdly, Collateral Bonds could be issued in a principal amount equivalent to the principal amount of such Tax-Exempt Bonds or in such amount plus an amount equal to interest on those Bonds for a specified period, but carry a fixed interest rate that would be lower than the fixed interest rate of the Tax-Exempt Bonds. Fourthly, they could be issued in a principal amount equivalent to the principal amount of Tax-Exempt Bonds at an adjustable rate of interest, varying with such Tax-Exempt Bonds but having a "cap" (not greater than 15%) above which the interest on Collateral Bonds could not rise. For further information with respect to the Facilities Agreement and the Collateral Bonds, reference is made to Exhibits A-3, A-5 and B-6. 15. Each series of the Collateral Bonds that bear interest would bear interest at a fixed interest rate or initial adjustable interest rate not to exceed 15%. The maximum aggregate principal amount of Collateral Bonds that would be issued is $75 million. The Collateral Bonds would be separate and apart from the Bonds (proposed to be issued and sold in an aggregate principal amount of not more than $610 million), and would be in addition to the Bonds. The terms of the Collateral Bonds relating to maturity, interest payment dates, if any, redemption provisions and acceleration will correspond to the terms of the related Tax-Exempt Bonds. Upon issuance, the terms of each series of the Collateral Bonds will not vary during the life of such series except for the interest rate of any such series that bears interest at an adjustable rate. 16. For further information with respect to the terms of the Agreement and Indenture, reference is made to Exhibits B-5, B-6 and B-7. 17. It is contemplated that Tax-Exempt Bonds may be sold by the Parish pursuant to arrangements with an underwriter or a group of underwriters or by private placement in a negotiated sale or sales. The underwriting or placement arrangements; however, the Agreement will provide that the terms of Tax-Exempt Bonds, and their sale by the Parish, shall be satisfactory to the Company and the Company would provide certain related representations and warranties. The Company expects that interest payable on Tax-Exempt Bonds will not be included in the gross income of the holders thereof for federal income tax purposes under the provisions of Section 103 of the Internal Revenue Code of 1986, as amended to the day of issuance of Tax-Exempt Bonds (except for interest on any Tax-Exempt Bond during a period in which it is held by a person who is a "substantial user" of the Facilities or a "related person" within the meaning of Section 147(a) of such Code). The interest rates on tax-exempt revenue bonds have been and are expected to be lower at the time(s) of issuance of Tax-Exempt Bonds than the interest rates on bonds of similar tenor, maturities and comparable quality, interest on which is fully subject to federal income tax. Section D. Acquisition Program 1. The Company further proposes to use, in addition to or as an alternative for the proceeds from the sale of Bonds, Debentures, Entity Interests and/or Preferred, other available funds to acquire, at any time or from time to time prior to December 31, 1996, in whole or in part, prior to their respective maturities (1) one or more series of the Company's outstanding First Mortgage Bonds, including, but not limited to, the Company's First Mortgage Bonds, 10.36% Series due 1995, 5-3/4% Series due March 1, 1996, 10- 1/8% Series due April 1, 2020, 8% Series due June 1, 2003, 7-1/2% Series due January 1, 2002, and 7-1/2% Series due November 1, 2002, (2) one or more series of the Company's outstanding Preferred Stock, including, but not limited to the Preferred Stock, 8.56% Series ($100 Par), the Preferred Stock 10.72% Series ($25 Par), the Preferred Stock 12.64% Series ($25 Par) and the Preferred Stock 9.68% Series ($25 Par), and (3) one or more series of outstanding Pollution Control Revenue Bonds and/or Industrial Development Revenue Bonds and/or Solid Waste Disposal Revenue Bonds ("PCRBs") issued for the benefit of the Company, including, but not limited to, the PCRBs 8% Series 1979 (Ouachita Parish), the PCRBs 8% Series 1979 (St. Charles Parish) and the PCRBs 8% Series 1979 (Jefferson Parish) (such First Mortgage Bonds, Preferred Stock, PCRBs, collectively, the "Outstanding Securities"). 2. The Company is currently precluded from redeeming certain series of the Outstanding Securities due to refunding restrictions. Accordingly, the Company may decide to repurchase for cash all or a portion of one or more such series of Outstanding Securities through tender offer, negotiated, open market or other forms of purchase or otherwise by means other than redemption. The Company may also choose to acquire Outstanding Securities of series that are not subject to refunding limitations by means of tender offer, negotiated, open market or other purchase, transactions or otherwise if such means of acquisition are more beneficial to the Company than redemption at the applicable redemption price. If any Outstanding Securities are acquired by means of tender offer, the Company may offer to acquire specified amounts of a particular series or an entire series of such Outstanding Securities. 3. The Company shall not use the proceeds from the sale of Bonds, Debentures, Entity Interests and/or Preferred to enter into refinancing transactions unless (A) the estimated present value savings derived from the net difference between interest or interest payments on a new issue of comparable securities and those securities refunded is, on an after-tax basis, greater than the present value of all repurchase, redemption, tender and issuance costs, assuming an appropriate discount rate, determined on the basis of the then estimated after-tax cost of capital of Entergy Corporation and its subsidiaries, on a consolidated basis or (B) the Company shall have notified the Commission of the proposed refinancing transaction (including the terms thereof) by post-effective amendment hereto and obtained appropriate supplemental authorization from the Commission to consummate such transaction. Section E. Other 1. The proceeds to be received from the issuance and sale of the Bonds, Debentures, Entity Interests, Preferred and Tax-Exempt Bonds will not be used to invest directly or indirectly in an exempt wholesale generator ("EWG") or foreign utility company ("FUCO"), as defined in Sections 32 and 33, respectively, of the Holding Company Act. 2. The proposed transactions are also 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. 3. Entergy's "aggregate investment" in EWGs and FUCOs is approximately $196.7 million, representing approximately 9.67% of the Entergy System's consolidated retained earnings as of March 31, 1995. 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 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. Item 2. Fees, Commissions and Expenses. The fees and expenses to be incurred in connection with the issuance and sale of the Tax-Exempt Bonds (including the expenses related to the issuance and pledge of the Collateral Bonds) are estimated not to exceed the following: Each Initial Additional Sale Sale *Rating Agencies' fees $ 35,000 $ 35,000 *Trustees' fees 35,000 35,000 *Fees of Bond Counsel 70,000 55,000 *Fees of State Bond Commission 54,500 54,500 *Fees of Company's Counsel: Monroe & Lemann (A Professional 40,000 33,000 Corporation) Reid & Priest LLP 50,000 40,000 *Fees of Entergy Services, Inc. 30,000 20,000 *Accountants' fees 9,500 9,500 *Printing and engraving costs 25,000 25,000 *Miscellaneous expenses (including blue-sky expenses) 26,000 23,000 -------- -------- *Total Expenses $375,000 $330,000 ======== ======== ___________________ *Estimated Fees and expenses to be incurred in connection with issuance and sale of Bonds, Debentures, Entity Interests and/or Preferred will be supplied by amendment. The fees, commissions and expenses of the underwriters expected to be incurred with respect to the Bonds, Debentures, Entity Interests, Preferred or Tax-Exempt Bonds will not exceed the lesser of 2% (or in the case of Debentures issued under the Subordinated Debenture Indenture or Entity Interests, 3.25%) of the principal amount of the Bonds, Debentures, Entity Interests, Preferred or Tax-Exempt Bonds, respectively, to be sold or those generally paid at the time of pricing for sales of first mortgage bonds, debentures, subsidiary interests, preferred or tax-exempt bonds, respectively, having the same maturity, issued by companies of comparable credit quality and having similar terms, conditions and features. Item 3. Applicable Statutory Provisions Section A. Bonds, Debentures, Entity Interests and Preferred The Company believes that Sections 6(a) and 7 of the Holding Company Act and Rules 23 and 24 thereunder apply to the proposed issuance(s) and sale(s) of Bonds, Debentures, Entity Interests and Preferred, as well as to the potential exchange of Entity Interests for Entity Subordinated Debentures. The Company believes that Sections 9(a), 10 and 12(b) of the Holding Company Act and Rule 45 thereunder apply to the formation of the Issuing Entity, the acquisition of either general partnership interests (in the case of a limited partnership) or common securities (in the case of a business trust) in the Issuing Entity, the Company's equity contributions to the Issuing Entity, the Company's potential acquisition of shares of the capital stock of the Participating Subsidiary, the acquisition by the Participating Subsidiary of partnership interests in the Issuing Entity, and the Issuing Entity's acquisition of the Entity Subordinated Debentures and the Guaranty. Section B. Tax Exempt Financing The Sections of the Holding Company Act and the rules thereunder which the Company considers may be applicable to the tax-exempt financing of the Facilities are set forth below: (i) Disposition of the Section 12(d) and Rule 44 Facilities (ii) Reacquisition of Sections 9(a) and 10 the Facilities (iii) Reimbursement Sections 6(a) and 7 Agreement (iv) Issuance and Pledge Sections 6(a) and 7 of Collateral Bonds Section C. Acquisition Program The Company believes that Sections 9(a), 10 and 12(c) of the Holding Company Act and amended Rule 42 thereunder apply to the proposed acquisition of Outstanding Securities. Pursuant to amended Rule 42, the Company may acquire, retire or redeem any of the Outstanding Securities (other than PCRBs) without prior Commission approval. In the event that the Commission deems any other section of the Holding Company Act or rule thereunder to be applicable, the Company requests that the Commission's order or orders herein also be issued under and with respect to such other section or rule. 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. Neither the Louisiana Public Service Commission nor the Council of the City of New Orleans, nor any other body or agency of the State of Louisiana or the City of New Orleans, exercises jurisdiction over the transactions proposed herein. Item 5. Procedure 1. The Company requests that the Commission's notice of proposed transactions published pursuant to Rule 23(e) be issued by June 23, 1995, or as soon thereafter as practicable. The Company further requests that the Commission's order authorizing the issuance and sale of Bonds, Debentures, Entity Interests and Preferred, as well as over the proposed transactions related to the financing of the Facilities by means of Tax-Exempt Bonds, pursuant to competitive bidding procedures, negotiated public offering or private placement, as described in Item 1, be entered by July 24, 1995, or as soon thereafter as practicable. The Company consents that the Commission's order authorizing the above transactions reserves jurisdiction over (i) the proposed issuance and sale of Debentures and Entity Interests, pursuant to competitive bidding procedures, negotiated public offering or private placement, pending completion of the record by the filing of the respective registration statements relating thereto; (ii) the proposed transactions related to the financing of the Facilities by means of Tax-Exempt Bonds, through competitive bidding procedures, negotiated public offering or private placement, pending completion of the record by the filing of the Installment Sales Agreement with respect thereto. 2. The Company hereby waives a recommended decision by a hearing officer or any other responsible officer of the Commission; agrees that the Staff of the Division of Investment Management may assist in the preparation of the Commission's decision; and requests that there be no waiting periods between the issuance of the Commission's orders and the dates on which they are to become effective. Item 6. Exhibits and Financial Statements Section A. Exhibits *A-1 Mortgage and Deed of Trust, dated as of April 1, 1944, as amended by fifty Supplemental Indentures (filed, respectively, as the exhibits and in the file numbers indicated: A- 1 in File No. 70-875 (Mortgage); A-2 in File No. 70-1747 (First); A-l(c) in File No. 70- 2497 (Second); A-5 in File No. 70-3126 (Third); A-6 in File No. 70-3297 (Fourth); A-6 in File No. 70-3539 (Fifth); A-7 in File No. 70-3862 (Sixth); A-8 in File No. 70-4209 (Seventh); A-2 in File No. 70-4350 (Eighth); A- 2 in File No. 70-4439 (Ninth); A-2 in File No. 70-4512 (Tenth); A-2 in File No. 70-4585 (Eleventh); A-2 in File No. 70-4700 (Twelfth); A-2 in File No. 70-4793 (Thirteenth); A-2 in File No. 70-4921 (Fourteenth); A-2 in File No. 70-4982 (Fifteenth); A-2 in File No. 70-5122 (Sixteenth); A-2(a) in File No. 70-5242 (Seventeenth); A-2 in File No. 70-5330 (Eighteenth); A-2 in File No. 70-5449 (Nineteenth); A-2 in File No. 70-5550 (Twentieth); A-6 in File No. 70-5598 (Twenty- first); A-2 in File No. 70-5711 (Twenty- second); A-2 in File No. 70-5919 (Twenty- third); C-1 to Rule 24 Certificate in File No. 70-6102 (Twenty-fourth); C-1 to Rule 24 Certificate in File No. 70-6169 (Twenty- fifth); C-1 to Rule 24 Certificate in File No. 70-6278 (Twenty-sixth); C-1 to Rule 24 Certificate in File No. 70 6355 (Twenty- seventh); C-1 to Rule 24 Certificate in File No. 70-6508 (Twenty-eighth); C-1 to Rule 24 Certificate in File No. 70-6556 (Twenty- ninth); C-1 to Rule 24 Certificate, dated December 1, 1981, in File No. 70-6635 (Thirtieth); C-1 to Rule 24 Certificate, dated March 1, 1983, in File No. 70-6834 (Thirty- first); C-1 to Rule 24 Certificate, dated September 1, 1983, in File No. 70-6886 (Thirty- second); C-1 to Rule 24 Certificate, dated August 30, 1984, in File No. 70-6993 (Thirty- third); C-2 to Rule 24 Certificate, dated November 7, 1984, in File No. 70-6993 (Thirty-fourth); C-3 to Rule 24 Certificate, dated December 19, 1984, in File No. 70-6993 (Thirty-fifth); A-2(a) to Rule 24 Certificate, in File No. 70-7166 (Thirty-sixth); A-2(a) in File No. 70-7226; (Thirty-seventh); C-1 to Rule 24 Certificate in File No. 70-7270 (Thirty-eighth); 4(a) to Quarterly Report on Form 10-Q for the Quarter ended June 30, 1988 in File No. 1-8474 (Thirty-ninth); A-2 (b) to Rule 24 Certificate, dated December 23, 1988, in File No. 70-7553 (Fortieth); A-2(d) to Rule 24 Certificate, dated April 12, 1990, in File No. 70-7553 (Forty-first); A-3(a) to Rule 24 Certificate dated August 9, 1991, in File No. 70-7822 (Forty-second); A-3(b) to Rule 24 Certificate dated April 23, 1992, in File No. 70-7822 (Forty-third); A-2(b) to Rule 24 Certificate dated July 30, 1992, in File No. 70-7822 (Forty-fourth); A-3(c) to Rule 24 Certificate dated December 23, 1992, in File No. 70-7822 (Forty-fifth); A-2(c) to Rule 24 Certificate dated April 7, 1993, in File No. 70-7822 (Forty-sixth); A-3(d) to Rule 24 Certificate dated June 4, 1993, in File No. 70-7822 (Forty- seventh); A-3(e) to Rule 24 Certificate dated December 21, 1993 in File No. 70-7822 (Forty- eighth); A-3(e) to Rule 24 Certificate dated August 1, 1994, in File No. 70-7822 (Forty- ninth); and A-4(c) to Rule 24 Certificate dated September 28, 1994 in File No. 70-7653 (Fiftieth). **A-2 Proposed form(s) of additional Supplemental Indenture(s) relating to the Bonds. **A-3 Proposed form(s) of additional Supplemental Indenture(s) relating to the Collateral Bonds. **A-4 Proposed form(s) of Bond. **A-5 Proposed form(s) of Collateral Bond. *A-6 Restated Articles of Incorporation dated February 21, 1980, as amended through of LP&L, filed as Exhibit 3(a) to Quarterly Report on Form 10-Q for the quarter ended June 30, 1994 in File No. 1-8474. *A-7 By-laws, as presently in effect (filed as Exhibit A-4 in File No. 70-6962). **A-8 Proposed form(s) of Preferred Stock Certificate relating to fixed dividend rate stock. **A-9 Proposed form(s) of Preferred Stock Certificate relating to adjustable dividend rate stock. **A-10 Proposed form(s) of Debenture Indenture. **A-11 Proposed form(s) of Debenture. **A-12 Proposed form(s) of Subordinated Debenture Indenture. **A-13 Proposed form(s) of Subordinated Debenture. **A-14 Proposed form(s) of Entity Subordinated Debenture Indenture. **A-15 Proposed form(s) of Entity Subordinated Debenture. **A-16 Proposed form(s) of Entity Agreement of the Issuing Entity, including the proposed form(s) of Entity Interests. **A-17 Proposed form(s) of Certificate of Incorporation of the Participating Subsidiary (if applicable). **A-18 Proposed form(s) of Bylaws of the Participating Subsidiary (if applicable). **A-19 Proposed form(s) of Guaranty (if applicable). **B-1 Proposed form of letter to prospective purchasers relating to proposals for the purchase of Bonds. **B-2 Proposed form(s) of agreement for sale(s) of Bonds. **B-3 Proposed form of letter to prospective purchasers relating to proposals for the purchase of Preferred. **B-4 Proposed form(s) of agreement for sale(s) of Preferred. **B-5 Proposed form(s) of Indenture. **B-6 Proposed form(s) of Installment Sale Agreement. **B-7 Proposed form(s), if any, of Second Mortgage. **B-8 Proposed form of letter to prospective purchasers relating to proposals for the purchase of Debentures. **B-9 Proposed form(s) of agreement for sale(s) of Debentures. **B-10 Proposed form of letter to prospective purchasers relating to proposals for the purchase of Entity Interests. **B-11 Proposed form(s) of agreement for sale(s) of Entity Interests. *C-1 Registration Statement, No. 33-33607 relating to Bonds, (filed in Registration No. 33- 50937). *C-2 Registration Statement No. 33-46085, relating to Bonds and Preferred (filed in Registration No. 33-46085). *C-3 Registration Statement No. 33-39221 relating to Bonds and Preferred (filed in Registration No. 33-39221). *C-4 Registration Statement No. 33-50937 relating to Bonds and Preferred (filed in Registration No. 33-50937). **C-5 Proposed form of Registration Statement relating to Debentures. **C-6 Proposed form of Registration Statement relating to Subordinated Debentures. **C-7 Proposed form of Registration Statement relating to Entity Subordinated Debentures and Entity Interests. D Inapplicable. E Inapplicable. **F-1 Opinion(s) of Laurence M. Hamric, General Attorney-Corporate and Securities and/or Denise C. Redmann, Senior Attorney, Corporate and Securities, of Entergy Services, Inc. **F-2 Opinion(s) of Monroe & Lemann (A Professional Corporation). **F-3 Opinion(s) of Reid & Priest LLP. G Plan of Financing for the Company and Financial Data Schedules (filed with original Form U-1). H-l Suggested form of notice of proposed transactions for publication in the Federal Register (filed with original Form U-1). H-2 Revised suggested form of notice of proposed transactions for publication in the Federal Register. _________________________ * Incorporated herein by reference as indicated. ** To be filed by amendment. Section B. Financial Statements Financial Statements of the Company as of June 30, 1994 (reference is made to Exhibit G hereto). Financial Statements of Entergy Corporation and subsidiaries, consolidated, as of June 30, 1994. Notes to financial statements of the Company and Entergy Corporation and subsidiaries included in the Annual Report on Form 10-K for the fiscal year ended December 31, 1994 and the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1995 (filed in File Nos. 1-8474 and 1- 11299, respectively, incorporated by reference). Except as reflected in the Financial Statements, no material changes not in the ordinary course of business have taken place since June 30, 1994. Reference is made to Exhibit G hereto for a statement of (i) the approximate amounts, before and after giving effect to the proposed transactions, of unfunded bondable property of the Company available for the issuance of First Mortgage Bonds and (ii) the proposed accounting treatment of the transactions herein contemplated. Item 7. Information as to Environmental Effects (a) As stated in Item 5, the Company would appreciate receiving the order of the Commission in this File authorizing, subject to the reservations of jurisdiction set forth above, the transactions proposed herein by July 24, 1995. 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 Company and do not involve a major federal action having a significant impact on the human environment. (b) Not applicable. SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned company has duly caused this statement to be signed on its behalf by the undersigned thereunto duly authorized. LOUISIANA POWER & LIGHT COMPANY By: /s/ Michael G. Thompson Michael G. Thompson Senior Vice President, General Counsel and Secretary Dated: June 28, 1995 EX-99 2 EXHIBIT H-2 Form of Notice of Proposed Transactions SECURITIES AND EXCHANGE COMMISSION (Release No. 35- ; 70-8487 Filings Under the Public Utility Holding Company Act of 1935 ("Act") LOUISIANA POWER & LIGHT COMPANY ("COMPANY") NOTICE OF PROPOSAL TO ISSUE AND SELL UP TO (i) $610 MILLION OF THE COMPANY'S FIRST MORTGAGE BONDS ("BONDS"), THE COMPANY'S DEBENTURES ("DEBENTURES"), AND THROUGH A SUBSIDIARY OF THE COMPANY, SUCH SUBSIDIARY'S PREFERRED SECURITIES ("ENTITY INTERESTS"); (ii) $123.5 MILLION OF THE COMPANY'S PREFERRED STOCK, EITHER $25 PAR VALUE OR $100 PAR VALUE; (iii) $65 MILLION TAX-EXEMPT BONDS TO BE ISSUED BY THE APPROPRIATE GOVERNMENTAL AUTHORITY, INCLUDING THE PLEDGE OF THE COMPANY'S BONDS UP TO $75 MILLION AS SECURITY; AND (iv) TO ACQUIRE THE COMPANY'S OUTSTANDING FIRST MORTGAGE BONDS AND/OR PREFERRED STOCK AND/OR POLLUTION CONTROL REVENUE BONDS AND INDUSTRIAL DEVELOPMENT REVENUE BONDS PREVIOUSLY ISSUED FOR THE COMPANY'S BENEFIT , 1995 Notice is hereby given that the following filing(s) has/have been made with the Commission pursuant to provisions of the Act and rules promulgated thereunder. All interested persons are referred to the application(s) and/or declaration(s) for complete statements of the proposed transaction(s) summarized below. The application(s) and/or declaration(s) and any amendments thereto is/are available for public inspection through the Commission's Office of Public Reference. Interested persons wishing to comment or request a hearing on the application(s) and/or declaration(s) should submit their views in writing by July __, 1995 to the Secretary, Securities and Exchange Commission, Washington, D.C. 20549, and serve a copy on the relevant applicant(s) and/or declarant(s) at the address(es) specified below. Proof of service (by affidavit or, in case of an attorney at law, by certificate) should be filed with the request. Any request for hearing shall identify specifically the issues of fact or law that are disputed. A person who so requests will be notified of any hearing, if ordered, and will receive a copy of any notice or order issued in the matter. After said date, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective. Louisiana Power & Light Company (70-8487) Louisiana Power & Light Company ("LP&L"), 639 Loyola Avenue, New Orleans, Louisiana 70113, an electric utility subsidiary of Entergy Corporation, a registered holding company, has filed an application-declaration pursuant to Sections 6(a), 7, 9(a), 10, 12(c) and 1 2(d) of the Act and Rules 23, 24, 42 and 44 thereunder. LP&L seeks authorization to issue and sell, directly or indirectly through a subsidiary, not more than $610,000,000 principal amount of its first mortgage bonds ("Bonds"), debentures ("Debentures") and preferred securities of a subsidiary of LP&L ("Entity Interests") to be issued in one or more new series from time to time no later than December 31, 1997. Each series of Bonds and/or each series of Debentures will be sold at such price, will bear interest at such rate, either fixed or adjustable, and will mature on such date as will be determined at the time of sale. LP&L may determine to provide an insurance policy for the payment of the principal of and/or interest and/or premium on one or more series of Bonds and/or one or more series of Debentures. Each series of Entity Interests will have a $25 per share stated liquidation preference and will be sold at such price and will be entitled to receive distributions at such rate, either fixed or adjustable, on such periodic basis as will be determined, along with the maturity, at the time of sale. One or more series of Bonds and/or Debentures and/or Entity Interests may include provisions for redemption or retirement prior to maturity, including restrictions on optional redemption for a given number of years. LP&L further proposes to issue and sell, from time to time not later than December 31, 1997, one or more new series of its preferred stock, cumulative, of either $25 par value or $100 par value (collectively, the "Preferred"). The total aggregate par value of shares of those new series of the Preferred may not exceed $123,500,000. The price, exclusive of accumulated dividends, and the dividend rate for each series of Preferred will be determined at the time of sale. LP&L may determine that the terms of the Preferred should provide for an adjustable dividend rate thereon to be determined on a periodic basis, subject to specified maximum and minimum rates, rather than a fixed dividend rate. The terms of one or more series of the Preferred may include provisions for redemption, including restrictions on optional redemption, and/or a sinking fund designed to redeem all outstanding shares of such series not later than thirty years after the date of original issuance. LP&L proposes to use the net proceeds derived from the issuance and sale of Bonds and/or the Debentures and/or the Entity Interests and/or the Preferred for general corporate purposes, including, but not limited to, the possible acquisition of certain outstanding securities. LP&L states that it presently contemplates selling the Bonds, the Debentures, the Entity Interests and the Preferred either by competitive bidding, negotiated public offering or private placement. LP&L also proposes to enter into arrangements to finance on a tax-exempt basis certain solid waste, sewage disposal and/or pollution control facilities ("Facilities") at any of (i) Unit No. 3 of its Waterford Steam Electric Generating Station in the Parish of St. Charles, Louisiana, (ii) Units Nos. 6 and 7 of the Company's Sterlington Gas Generating Station in the Parish of Ouachita, Louisiana, or (iii) Units Nos. 1-5 of the Company's Ninemile Point Gas Generating Station in the Parish of Jefferson, Louisiana (collectively, St. Charles Parish, Ouachita Parish and Jefferson Parish all referred to as the "Parish"). LP&L proposes, from time to time through December 31, 1997, to enter into one or more installment sale agreements and supplements ("Agreement"), pursuant to which the Parish may issue one or more series of tax-exempt revenue bonds ("Tax-Exempt Bonds") in an aggregate principal amount not to exceed $65,000,000. The net proceeds from the sale of Tax-Exempt Bonds will be deposited by the Parish with the trustee ("Trustee") under one or more indentures ("Indenture") and will be applied by the Trustee to reimburse the Company for, or to permanently finance on a tax-exempt basis, the costs of the acquisition, construction, installation or equipping of the Facilities. LP&L further proposes, under the Agreement, to sell the Facilities to the Parish for cash and simultaneously repurchase the Facilities from the Parish for a purchase price, payable on an installment basis over a period of years, sufficient to pay the principal of purchase price of, the premium, if any, and the interest on Tax-Exempt Bonds as the same become due and payable. Under the Agreement, LP&L will also be obligated to pay certain fees incurred in the transactions. The price to be paid to the Parish for each series of Tax-Exempt Bonds and the interest rate applicable thereto will be determined at the time of sale. The Agreement and the Indenture will provide for either a fixed interest rate or an adjustable interest rate for each series of the Tax-Exempt Bonds. Each series may be subject to optional and mandatory redemption and/or a mandatory cash sinking fund under which stated portions of such series would be retired at stated times. In order to obtain a more favorable rating and thereby improve the marketability of the Tax-Exempt Bonds, LP&L may (1) arrange for a letter of credit from a bank ("Bank") in favor of the Trustee (in connection therewith, LP&L may enter into a Reimbursement Agreement pursuant to which LP&L would agree to reimburse the Bank for amounts drawn under the letter of credit and to pay commitment and/or letter of credit fees), (2) provide an insurance policy for the payment of the principal of and/or interest and/or premium on one or more series of Tax-Exempt Bonds, and/or (3) obtain authentication of one or more new series of First Mortgage Bonds ("Collateral Bonds") to be issued under LP&L's Mortgage on the basis of unfunded net property additions and/or previously retired First Mortgage Bonds and delivered and pledged to the Trustee and/or the Bank to evidence and secure LP&L's obligations under the Agreement and/or the Reimbursement Agreement. LP&L also proposes to acquire, through tender offers or otherwise, certain of its outstanding securities, including its outstanding first mortgage bonds, its outstanding preferred stock and/or outstanding pollution control revenue bonds and industrial development revenue bonds issued for LP&L's benefit, at any time, prior to December 31, 1997. For the Commission, by the Division of Investment Management, pursuant to delegated authority. Jonathan G. Katz Secretary -----END PRIVACY-ENHANCED MESSAGE-----