-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VBg/Oc0/9Je1XUk1Hf82WK9nKA7l74WPFKx3JLPtUXy2uQmPUd2lcZqv1h5atBWm 7Zfehr5aIa6xzxgmXM61sQ== 0000065984-95-000072.txt : 19951220 0000065984-95-000072.hdr.sgml : 19951220 ACCESSION NUMBER: 0000065984-95-000072 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951219 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: POS AMC SEC ACT: 1935 Act SEC FILE NUMBER: 070-07580 FILM NUMBER: 95602796 BUSINESS ADDRESS: STREET 1: PO BOX 61000 CITY: NEW ORLEANS STATE: LA ZIP: 70161 BUSINESS PHONE: 5045953100 POS AMC 1 File No. 70-7580 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Form U-1 _______________________________________ POST-EFFECTIVE AMENDMENT NO. 3 to 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) ______________________________ Gerald D. McInvale Senior Vice President and Chief Financial Officer Louisiana Power & Light Company 639 Loyola Avenue New Orleans, Louisiana 70113 (Name and address of agent for service) ______________________________ The Commission is also requested to send copies of any communications in connection with this matter to: Laurence M. Hamric, Esq. Thomas J. Igoe, Jr., Esq. Denise C. Redmann, Esq. Reid & Priest LLP Entergy Services, Inc. 40 West 57th Street 639 Loyola Avenue New York, New York 10019 New Orleans, Louisiana 70113 Item 1. Description of Proposed Transactions. Item 1 of the Application-Declaration in File 70-7580, as previously amended, is hereby supplemented by adding the following paragraphs to the end thereof: "Pursuant to Commission authorization in this file (HCAR Nos. 24810 and 25246, February 2, 1989 and January 24, 1991, respectively) (the "Orders"), Louisiana Power & Light Company ("LP&L") entered into a Fuel Lease, dated as of January 31, 1989 (the "Lease"), with River Fuel Company #2, Inc. ("River Fuel") under which LP&L leases nuclear fuel required for use at its Waterford 3 nuclear generating unit ("Waterford 3"). Under the terms of the Lease, River Fuel makes payments to suppliers, processors and manufacturers necessary to provide nuclear fuel for Waterford 3, or LP&L makes such payments and is reimbursed by River Fuel. In accordance with the terms of the Orders, LP&L consented to allow River Fuel to finance the acquisition of up to $160 million of nuclear fuel through (i) a maximum commitment of $65 million under a Credit Agreement, dated as of January 31, 1989, with The Bank of New York (the "Credit Agreement"), and (ii) the issuance by River Fuel of up to $95 million of secured notes ("Secured Notes") pursuant to Secured Note Agreements entered into with certain institutional lenders. Under the Credit Agreement, River Fuel may issue and sell its commercial paper through an agent under a Depositary Agreement supported by an irrevocable direct-pay letter of credit issued by the Bank. Alternatively, River Fuel can make revolving credit borrowings from the Bank evidenced by River Fuel's promissory notes. In order to obtain more flexibility for its nuclear fuel acquisition program and because of favorable conditions in the commercial paper market, LP&L now proposes that River Fuel enter into either (a) an amendment to the Credit Agreement increasing the maximum commitment thereunder to $160 million ("Amended Credit Agreement"), or (b) if alternative bank financing becomes available on more favorable terms, a new credit agreement in replacement of the Credit Agreement providing for a maximum commitment of $160 million ("Successor Credit Agreement"). Under the terms of the Lease, River Fuel may not amend the Credit Agreement or enter into any successor credit agreement without the consent of LP&L. Authorization is herein requested for LP&L to consent to the execution by River Fuel of the Amended Credit Agreement or Successor Credit Agreement; provided, however, that (a) River Fuel's combined obligations under the Amended Credit Agreement (or Successor Credit Agreement) and the outstanding Secured Notes shall at no time exceed the $160 million currently authorized by the Commission in this file, and (b) all of the other terms and conditions of the Amended Credit Agreement (or Successor Credit Agreement) shall continue to be within the parameters authorized by the Orders." Item 2. Fees, Commissions and Expenses. The fees, commissions and expenses to be paid or incurred by LP&L in connection with the transactions described herein are not expected to exceed $12,000, including the $2,000 filing fee of the Commission, legal fees estimated not to exceed $7,500, and fees of Entergy Services, Inc., estimated not to exceed $2,500. Item 3. Applicable Statutory Provisions. LP&L believes that its participation in the transactions proposed herein is subject to Sections 9(a) and 10 of the Act and that no other Sections of the Act, including Sections 6 and 7, are applicable. Item 4. Regulatory Approval. No state regulatory body or agency and no federal commission or agency other than the Commission has jurisdiction over the transactions proposed herein. Item 5. Procedure. Item 5 is hereby amended by adding the following at the end thereof: "LP&L hereby requests that the Commission's supplemental order authorizing LP&L to consent to the execution by River Fuel of the Amended Credit Agreement or Successor Credit Agreement be entered on or before January 31, 1996. Pursuant to Rule 24(c)(1) under the Act, the Commission is requested to specify in its supplemental order that the transactions authorized thereby shall be carried out within one year of the issuance of the supplemental order. LP&L 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 period between the issuance of the Commission's supplemental order and the date on which it is to become effective." Item 6. Exhibits and Financial Statements. (a) Exhibits: *B-3(c) Amended Credit Agreement or Successor Credit Agreement. *F-1(b) Opinion of Denise C. Redmann, Senior Attorney - Entergy Services, Inc. *F-2(b) Opinion of Reid & Priest LLP. H-2 Suggested form of notice of proposed transactions for publication in the Federal Register. (b) Financial Statements: The transactions proposed herein do not contemplate an increase in the amount of financing currently authorized by the Commission. Therefore, no financial statements are filed herewith. * To be filed by Rule 24 Certificate after execution of Amended Credit Agreement or Successor Credit Agreement. SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned company has duly caused this amendment to be signed on its behalf by the undersigned thereunto duly authorized. LOUISIANA POWER & LIGHT COMPANY By: /s/ William J. Regan, Jr. William J. Regan, Jr. Vice President and Treasurer Dated: December 19, 1995 EX-99 2 Exhibit H-2 SUGGESTED FORM OF NOTICE OF PROPOSED TRANSACTIONS Louisiana Power & Light Company (70-7580) Louisiana Power & Light Company ("LP&L"), 639 Loyola Avenue, New Orleans, Louisiana 70113, a subsidiary of Entergy Corporation, a registered holding company, has filed a post- effective amendment to its Application-Declaration under Sections 9(a) and 10 of the Public Utility Holding Company Act of 1935 ("Act"). Pursuant to Commission authorization (HCAR Nos. 24810 and 25246, February 2, 1989 and January 24, 1991, respectively) (the "Orders"), LP&L entered into a Fuel Lease, dated as of January 31, 1989 (the "Lease"), with River Fuel Company #2, Inc. ("River Fuel") under which LP&L leases nuclear fuel required for use at its Waterford 3 nuclear generating unit ("Waterford 3"). Under the terms of the Lease, River Fuel makes payments to suppliers, processors and manufacturers necessary to provide nuclear fuel for Waterford 3, or LP&L makes such payments and is reimbursed by River Fuel. In accordance with the terms of the Orders, LP&L consented to allow River Fuel to finance the acquisition of up to $160 million of nuclear fuel through (i) a maximum commitment of $65 million under a Credit Agreement, dated as of January 31, 1989, with The Bank of New York (the "Credit Agreement"), and (ii) the issuance by River Fuel of up to $95 million of secured notes ("Secured Notes") pursuant to Secured Note Agreements entered into with certain institutional lenders. Under the Credit Agreement, River Fuel may issue and sell its commercial paper through an agent under a Depositary Agreement supported by an irrevocable direct-pay letter of credit issued by the Bank. Alternatively, River Fuel can make revolving credit borrowings from the Bank evidenced by River Fuel's promissory notes. In order to obtain more flexibility for its nuclear fuel acquisition program and because of favorable conditions in the commercial paper market, LP&L now proposes that River Fuel enter into either (a) an amendment to the Credit Agreement increasing the maximum commitment thereunder to $160 million ("Amended Credit Agreement"), or (b) if alternative bank financing becomes available on more favorable terms, a new credit agreement in replacement of the Credit Agreement providing for a maximum commitment of $160 million ("Successor Credit Agreement"). Under the terms of the Lease, River Fuel may not amend the Credit Agreement or enter into any successor credit agreement without the consent of LP&L. Authorization is requested for LP&L to consent to the execution by River Fuel of the Amended Credit Agreement or Successor Credit Agreement; provided, however, that (a) River Fuel's combined obligations under the Amended Credit Agreement (or Successor Credit Agreement) and the outstanding Secured Notes shall at no time exceed the $160 million currently authorized by the Commission, and (b) all of the other terms and conditions of the Amended Credit Agreement (or Successor Credit Agreement) shall continue to be within the parameters authorized by the Orders. The Post-Effective Amendment to the Application- Declaration and any further amendments thereto are available for public inspection through the Commission's Office of Public Reference. Interested persons wishing to comment or request a hearing should submit their views in writing by , 1995, to the Secretary, Securities and Exchange Commission, Washington, D.C. 20549, and serve a copy on the applicants and declarants at the address specified above. Proof of service (by affidavit or, in case of an attorney at law, by certificate) should be filed with the request. Any request for a 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 this matter. After said date, the Application- Declaration as so amended, may be granted and/or permitted to become effective. For the Commission, by the Division of Investment Management, pursuant to delegated authority. ____________________ Secretary -----END PRIVACY-ENHANCED MESSAGE-----