-----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, TSn+DjvpJb598H1OOOvF5bIrDiO+4LUadFLG54Jh3fVvP+GKkFCMirSCkVENTCuc cdOONCrif0zCSi9lvz57Vw== 0000065984-96-000174.txt : 19961220 0000065984-96-000174.hdr.sgml : 19961220 ACCESSION NUMBER: 0000065984-96-000174 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961219 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERGY LOUISIANA INC 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: 070-08771 FILM NUMBER: 96683368 BUSINESS ADDRESS: STREET 1: 639 LOYOLA AVE CITY: NEW ORLEANS STATE: LA ZIP: 70113 BUSINESS PHONE: 5045953100 U-1/A 1 File No. 70-8771 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________ AMENDMENT NO. 2 TO THE FORM U-1/A APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 __________________________________ Entergy Louisiana, Inc. 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) ________________________________ William J. Regan, Jr. Vice President and Treasurer Entergy Services, Inc. 639 Loyola Avenue New Orleans, Louisiana 70113 ________________________________ The Commission is also requested to send copies of any communications in connection with this matter to: Laurence M. Hamric, Esq. John T. Hood, Esq. Entergy Services, Inc. Reid & Priest LLP 639 Loyola Avenue 40 West 57th Street New Orleans, Louisiana 70113 New York, New York 10019 The first paragraph of Item 1, Description of Proposed Transactions, is hereby amended and restated to read as follows: Entergy Louisiana, Inc. (formerly known as Louisiana Power & Light Company (the "Company")), a subsidiary of Entergy Corporation ("Entergy"), a registered holding company under the Public Utility Holding Company Act of 1935, as amended ("Holding Company Act"), proposes to cause First National Bank of Commerce, as owner trustee of the three separate trusts described below ("Owner Trustee"), to issue not in excess of $326,000,000 in the aggregate of secured lease obligation bonds in one or more separate series ("Refunding Bonds") through December 31, 1997. The Refunding Bonds will be issued under the three Indentures of Mortgage and Deeds of Trust, dated as of September 1, 1989, as heretofore and hereafter amended and supplemented, among the Owner Trustee, the Company and the corporate and individual trustees named therein, or a comparable instrument or instruments (each an "Indenture" and collectively, "Indentures"), in order to refund the secured lease obligation bonds issued in 1989, as described below ("Original Bonds"). The ninth paragraph of Item 1, Description of Proposed Transactions, is hereby amended and restated to read as follows: Each Refunding Bond will be secured by, among other things, (a) a lien on and security interest in the Undivided Interest of the Lessor issuing such Refunding Bond and (b) certain other amounts payable by the Company thereunder. The Refunding Bonds will not be direct obligations of, or guaranteed by, the Company. However, under certain circumstances the Company may assume all, or a portion of, the obligations of the issuer of the Refunding Bonds. Such an assumption right arises upon the occurrence of loss events or financial events which result in casualty value payment demands from the Owner Participant and the termination of the Leases. Such an assumption right also arises upon the exercise by the Company of its rights under the Leases to purchase the Undivided Interests and terminate the Leases. The fifteenth paragraph of Item 1, Description of Proposed Transactions, is hereby amended and restated to read as follows: As an alternative to utilizing Refunding Bonds issued by the Owner Trustee or a funding corporation, the Company may choose to utilize a trust structure in which the Lessors would issue Lessor Notes to one or more pass-through trusts and the trusts would issue certificates evidencing ownership interests in the trusts. If such a structure is utilized, the debt terms of such Lessor Notes would generally be comparable to the terms of the Refunding Bonds described herein (had Refunding Bonds been issued) and the indentures under which they would be issued. The pass-through trust certificates would evidence ownership interests in the trust and would entitle the holders thereof to receive the debt service payments received by the trusts on the Lessor Notes held by the trusts. Such pass-through trust certificates would not have material terms other than the pass-through rights and terms which would correspond to those of the Lessor Notes. The twentieth paragraph of Item 1, Description of Proposed Transactions, is hereby amended and restated to read as follows: The Company shall not cause the Refunding Bonds or the pass-through trust certificates to be sold unless (a) the estimated present value savings derived from the net difference between 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 redemption and issuing costs, assuming an appropriate discount rate, determined on the basis of the then estimated after-tax cost of capital of Entergy 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 amendment hereto and obtained appropriate supplemental authorization from the Commission to consummate such transaction. The twenty-second paragraph of Item 1, Description of Proposed Transactions, is hereby amended and restated to read as follows: The proceeds to be received from the issuance and sale of the Refunding Bonds or the pass-through trust certificates 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 or 33, respectively, of the Holding Company Act. In addition, any savings derived from the refunding transaction will not be used to acquire or otherwise invest in an EWG or FUCO. The twenty-fourth paragraph of Item 1, Description of Proposed Transactions, is hereby amended and restated to read as follows: The Entergy System's "aggregate investment" in EWGs and FUCOs is approximately $743 million, representing approximately 32.9% of the Entergy System's consolidated retained earnings as of [September 30, 1996]. Furthermore, the Entergy System has complied with and will continue to comply with the record keeping requirements of Rule 53(a)(2) concerning affiliated EWGs and FUCOs. In addition, as required by Rule 53(a)(3), no more than 2% of the employees of the Entergy System's domestic public utility subsidiary companies would render services to affiliated EWGs and FUCOs. Finally, none of the conditions set forth in Rule 53(b), under which the provisions of Rule 53 would not be available, have been met. Item 2, Fees, Commissions and Expenses, is hereby amended and restated to read as follows: The fees, commissions and expenses, other than those of the underwriters, to be incurred in connection with the issuance and sale of the Refunding Bonds or pass-through trust certificates (and in connection with any Exchange Bonds) will not deviate materially from fees customarily incurred in similar transactions by other public utility issuers. The fees, commissions and expenses of underwriters or placement agents expected to be incurred with respect to the Refunding Bonds or pass-through trust certificates will not exceed the lesser of 2% of the principal amount of the Refunding Bonds or pass-through trust certificates to be sold or those fees generally paid at the time of pricing for sales of securities having the same or reasonably comparable credit quality and having reasonably similar terms, conditions and features. In the event that unregistered Refunding Bonds are issued in a private placement, the Company would not expect to incur any additional fees, commissions or expenses of underwriters or placement agents upon the subsequent exchange of such Refunding Bonds for Exchange Bonds. In any Rule 24 filing made in connection with the proposed transactions, the Company agrees to disclose any such fees, commissions or expenses incurred (or to the extent not known at the time of such filing, expected to be incurred) in the proposed transactions. Item 6(a), Exhibits and Financial Statements--Exhibits, is hereby amended and restated to read as follows: *A-1(a) Indenture of Mortgage and Deed of Trust No. 1, dated as of September 1, 1989, among the Owner Trustee, the Company, and Bankers Trust Company and Stanley Burg as trustees ("Indenture No. 1") (filed as Exhibit 4(a)-1 in Registration No. 33-30660). *A-1(b) Indenture of Mortgage and Deed of Trust No. 2, dated as of September 1, 1989, among the Owner Trustee, the Company, and Bankers Trust Company of California, National Association, and Cecil D. Bobey as trustees ("Indenture No. 2") (filed as Exhibit 4(a)-2 in Registration No. 33-30660). *A-1(c) Indenture of Mortgage and Deed of Trust No. 3, dated as of September 1, 1989, among the Owner Trustee, the Company, and Security Pacific National Trust Company (New York) and Kenneth T. McGraw as trustees ("Indenture No. 3") (filed as Exhibit 4(a)-3 in Registration No. 33-30660). *A-2(a) Supplemental Indenture No. 1 to Indenture No. 1 (filed as Exhibit A-2(b)(1) to Rule 24 Certificate in File No. 70-7653). *A-2(b) Supplemental Indenture No. 1 to Indenture No. 2 (filed as Exhibit A-2(b)(2) to Rule 24 Certificate in File No. 70-7653). *A-2(c) Supplemental Indenture No. 1 to Indenture No. 3 (filed as Exhibit A-2(b)(3) to Rule 24 Certificate in File No. 70-7653). *A-3 Proposed form of Supplemental Indenture No. 2 to Lease Indenture Nos. 1, 2 and 3 (filed as Exhibit 4(d)-4 in Registration No. 333- 01329). *A-4 Proposed form of Collateral Trust Indenture (filed as Exhibit 4(a) in Registration No. 333-01329). *A-5 Proposed form of Supplemental Indenture No. 1 to Collateral Trust Indenture (filed as Exhibit 4(b) in Registration No. 333-01329). *B-1(a) Participation Agreement No. 1 among ESSL 2, Inc., as Owner Participant ("Owner Participant"), the Owner Trustee, the Company and Bankers Trust Company and Stanley Burg as Indenture trustees (filed as Exhibit 4(d)-1 in Registration No. 33-30660). *B-1(b) Participation Agreement No. 2 among the Owner Participant, the Owner Trustee, the Company and Bankers Trust Company of California, National Association, and Cecil D. Bobey as Indenture trustees (filed as Exhibit 4(d)-2 in Registration No. 33-30660). *B-1(c) Participation Agreement No. 3 among the Owner Participant, the Owner Trustee, the Company and Security Pacific National Trust Company (New York) and Kenneth T. McGraw as Indenture trustees (filed as Exhibit 4(d)-3 in Registration No. 33-30660). *B-2 Proposed form of Amendment No. 1 to Participation Agreement Nos. 1, 2 and 3 (filed as Exhibit 4(f)-4 in Registration No. 333-01329). *B-3(a) Facility Lease No. 1 between the Owner Trustee and the Company (filed as Exhibit 4(c)-1 in Registration No. 33-30660). *B-3(b) Facility Lease No. 2 between the Owner Trustee and the Company (filed as Exhibit 4(c)-2 in Registration No. 33-30660). *B-3(c) Facility Lease No. 3 between the Owner Trustee and the Company (filed as Exhibit 4(c)-3 in Registration No. 33-30660). *B-4 Proposed form of Lease Supplement No. 1 to Facility Lease Nos. 1, 2 and 3 (filed as Exhibit 4(e)-4 in Registration No. 333- 01329). *B-5 Trust Agreement Nos. 1, 2 and 3 between the Owner Participant and the Owner Trustee (filed as Exhibit No. B-3(b) in File No. 70- 7653). *B-6 Proposed form of Underwriting Agreement (filed as Exhibit 1(a) in Registration No. 333-01329). *B-7 Proposed form of Refunding Agreement Nos. 1, 2 and 3 (filed as Exhibit 4(k) in Registration No. 333-01329). *B-8 Proposed form of Amendment No. 1 to Tax Indemnification Agreement Nos. 1, 2 and 3 (filed as Exhibit 4(i)-4 in Registration No. 333-01329). *C Registration Statement on Form S-3, as amended, relating to the Refunding Bonds (filed in Registration No. 333-01329). D Not applicable. E Not applicable. F Opinion of Laurence M. Hamric, Esq. G Financial Data Schedule (previously filed as part of this Form U-1). H Suggested form of notice of proposed transactions for publication in the Federal Register (previously filed as part of this Form U-1). __________ *Incorporated herein by reference. 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. ENTERGY LOUISIANA, INC. By: /S/William J. Regan, Jr. William J. Regan, Jr. Vice President and Treasurer Dated: December 19, 1996 EX-5 2 Exhibit F [Letterhead of Laurence M. Hamric, Esq.] New York, New York December 19, 1996 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Ladies and Gentlemen: I am familiar with (i) the Application-Declaration on Form U-1 (file No. 70-8771), as amended (the "Application- Declaration"), filed by Entergy Louisiana, Inc., a Louisiana corporation ("Entergy Louisiana"), with the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, as amended, contemplating, among other things, the refunding of debt incurred in connection with the sale and leaseback of a portion of Entergy Louisiana's undivided ownership interest of approximately 90.7% in Unit No. 3 (nuclear) of the Waterford Steam Electric Generating Station with the issuance and sale by W3A Funding Corporation, a Delaware corporation, of Secured Lease Obligation Bonds and (ii) Entergy Louisiana's proposed execution of a Collateral Trust Indenture, a Supplemental Indenture No. 1 to the Collateral Trust Indenture, an Underwriting Agreement, three Refunding Agreements, an Amendment No. 1 to each of three Participation Agreements, a Lease Supplement No. 1 to each of three Facility Leases, a Supplemental Indenture No. 2 to each of three Indentures and an Amendment No. 1 to each of three Tax Indemnification Agreements in connection with said sale and leaseback (collectively, the "Proposed Transactions"), all as referred to and more fully described in the Application-Declaration. In connection therewith, I advise you that, in my opinion: 1. Entergy Louisiana is a corporation duly organized and validly existing under the laws of the State of Louisiana. 2. In the event that the Proposed Transactions are consummated in accordance with the Application-Declaration: a. all state laws applicable to the participation by Entergy Louisiana in the Proposed Transactions will have been complied with (other than so-called "blue sky" laws or similar laws, upon which I do not pass herein); and b. the consummation of the Proposed Transactions will not violate the legal rights of the holders of any securities issued by Entergy Louisiana or any associate company thereof. I am a member of the bars of the States of Louisiana and Texas and of the Commonwealth of Virginia and do not hold myself out as an expert on the laws of any other state. I have made a study of the laws of other states insofar as they are involved in the conclusions stated herein. I consent to the use of this opinion as an exhibit to the Application-Declaration. Very truly yours, /s/Laurence M. Hamric Laurence M. Hamric -----END PRIVACY-ENHANCED MESSAGE-----