-----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, GAfK29asWazhZsja6Sdrz092lO/qOe8WP7XrLlnBXEgMc6cUgy2KNqkA9I/Ku8qP jdTLPctfoenNh01sapjfHQ== 0000065984-96-000080.txt : 19960517 0000065984-96-000080.hdr.sgml : 19960517 ACCESSION NUMBER: 0000065984-96-000080 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960515 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERGY CORP /DE/ CENTRAL INDEX KEY: 0000065984 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 135550175 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 35-CERT SEC ACT: 1935 Act SEC FILE NUMBER: 070-08010 FILM NUMBER: 96566186 BUSINESS ADDRESS: STREET 1: 639 LOYOLA AVE CITY: NEW ORLEANS STATE: LA ZIP: 70113 BUSINESS PHONE: 5045295262 FORMER COMPANY: FORMER CONFORMED NAME: ENTERGY GSU HOLDINGS INC /DE/ DATE OF NAME CHANGE: 19940329 FORMER COMPANY: FORMER CONFORMED NAME: ENTERGY CORP /FL/ DATE OF NAME CHANGE: 19940329 FORMER COMPANY: FORMER CONFORMED NAME: MIDDLE SOUTH UTILITIES INC DATE OF NAME CHANGE: 19890521 35-CERT 1 UNITED STATES OF AMERICA BEFORE THE SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. * * * * * * * * * * * * * * * * * In the Matter of * * ENTERGY CORPORATION * CERTIFICATE ENTERGY ENTERPRISES, INC. * PURSUANT TO RULE 24 * File No. 70-7851 * File No. 70-8002 * File No. 70-8010 * File No. 70-8105 * * (Public Utility Holding Company * Act of 1935) * * * * * * * * * * * * * * * * * * Pursuant to Rule 24 promulgated by the Securities and Exchange Commission (SEC) under the Public Utility Holding Company Act of 1935, as amended (Act), modified by the application(s) - declaration(s), as amended, in the above referenced files and the related orders dated July 25, 1991, December 14, 1992(2), December 28, 1992, July 8, 1993, and June 30, 1995, respectively, this is to certify that the following transactions were carried out during the three (3) months ended March 31, 1996 by Entergy Enterprises, Inc. (formerly Electec, Inc.) pursuant to the authorization of the SEC. Programs Authorized Pursuant to the Orders, Entergy Enterprises, Inc. (Enterprises) is authorized to (a) conduct preliminary development activities with respect to various investment opportunities for the Entergy System, (b) market to non- associates the System's expertise and capabilities in energy- related areas, including the expertise of Entergy Power, Inc. (EPI) gained from its bulk power business, (c) market to non- associates intellectual property developed by System companies, (d) provide various consulting, management, administrative and support services to associate companies, excluding certain associate companies (Excluded Companies), (e) provide directly, or indirectly through one or more special purpose subsidiary companies of Entergy or Enterprises, various operations and maintenance services to non-associate or associate companies (other than Excluded Companies), and (f) develop and field test a proposed telecommunications system for advanced energy management and other utility applications. During the quarter, Enterprises participated in the following: I. Preliminary Development Activities During the quarter, Enterprises has been engaged in preliminary development activities relating to investigating sites, research, contract drafting and negotiations, acquiring options or rights, partnership selection and other activities necessary to identify and analyze investment opportunities for Entergy Corporation (Entergy). These development activities include domestic and international opportunities. During the quarter, Enterprises expended $2,277,604 for preliminary development activities associated with potential investments that would qualify as "exempt wholesale generators" under Section 32(a) of the Act. In addition, Enterprises expended $1,614,828 for preliminary development activities associated with potential investments that would qualify as "foreign utility companies" under Section 33 of the Act. Enterprises also expended $635,337 for preliminary development activities associated with potential investments that would qualify as "nonutility business." Finally, Enterprises expended $128,246 and $198,669 for preliminary development activities associated with demand side management activities and non-exempt domestic wholesale generating and transmission facilities, respectively. II. Management Services Provided to Associate Companies Enterprises provided certain management and support services to its associate companies, EPI, Entergy S.A., Entergy Argentina S.A.,Entergy Argentina S.A. Ltd., Entergy Integrated Solutions, Inc. (EIS), formally Entergy Systems and Service, Inc. (Entergy SASI), Entergy Power Development Corporation (EPDC), Entergy Power Development International Corporation (EPDIC), Entergy Pakistan, Ltd. (EPL), Entergy Power Edegel, Inc. (Edegel), Entergy Power Holding I, Ltd. (EPHIL) and Entergy Richmond Power Corporation (ERPC). Enterprises charged these companies for costs incurred plus an indirect loading based upon current month Enterprises administrative charges. In regard to EPI ($295,442.55), these services included marketing of EPI capacity and energy to other utilities at wholesale, preparation of contracts and regulatory filings, oversight of plant operations and maintenance by plant operators, and procurement of transmission services. In regard to Entergy S.A.($24,332.94), Entergy Argentina S.A. ($10,614.34), Entergy Argentina S. A. Ltd. ($105,220.40), Entergy Integrated Solutions, Inc. ($37,897.63), Entergy Power Development Corp. ($3,248,477.85), Entergy Power Development International Corp. ($1,333,514.04), Entergy Pakistan Ltd. ($17,518.07), E.P. Edegel ($514,584.79), Entergy Power Holding I, Ltd. ($391.70) and Entergy Richmond Power Corp ($8,489.98), these services were related to management oversight and project development. III. Consulting Activities with Non-Associate Companies Enterprises, under contract with Louisiana Hydroelectric Ltd. Partnership, continues to provide an array of technical services/support for a hydro electric transmission line project. Certain Entergy Services, Inc. personnel are providing the services. The Louisiana Hydroelectric Ltd. Partnership was charged $13,000 for services rendered during this quarter. IV. First Pacific Networks, Inc. Transactions A. Description of Progress in Development and Field Testing of CCLM/AFS As previously reported during the fourth quarter of 1995, Enterprises concluded its CCLM testing program and does not intend to resume testing of CCLM dedicated systems in the foreseeable future. However, consistent with Enterprises' authorization to engage in preliminary development activities, Enterprises continues to investigate other utility and energy related applications of communications technologies, including automated meter reading, power outage reporting and consumer accessible information such as real-time meter information and bill estimation systems. Amounts expended by Enterprises in connection with such preliminary development activities are reported as "nonutility business" related expenses under Item "1" above. B. Costs and Revenues Re: CCLM Total costs incurred by Enterprises in connection with the development, field testing and marketing of CCLM or other CCLM systems during the three-month period ending March 31, 1996, were $ 82,900. Enterprises has no information on costs incurred by FPN in connection with the development or marketing of CCLM/AFS. As previously reported, notwithstanding the amendment to the License Agreement noted above, FPN may proceed independently with the development of a CCLM system. Pursuant to the License Agreement, as amended, in the event that FPN unilaterally completes development of a CCLM system and makes it available for commercialization, Enterprises has retained a license to use or market CCLM within the service territory of the Entergy System. Furthermore, Enterprises has rights under the amended License Agreement to share in the revenues derived from the marketing of CCLM by FPN to non-affiliates of Entergy. No such revenues were received during the quarter. V. Financing, Amortization and Financial Statements During the three months ended March 31, 1996: A. Enterprises incurred amortization expenses relating to the organization of Entergy SASI in the amount of $6,307. B. Enterprises' unaudited unconsolidated Balance Sheet and unconsolidated Income Statement for the three month period ended March 31, 1996 are included as Exhibit 1. IN WITNESS WHEREOF, the undersigned companies have caused this certificate to be executed on this 15th day of May, 1996. ENTERGY CORPORATION By: /s/ Gerald D. McInvale Gerald D. McInvale Executive Vice President & Chief Financial Officer ENTERGY ENTERPRISES, INC. By: /s/ Terry L. Ogletree Terry L. Ogletree Executive Vice President _______________________________ The Excluded Companies are Entergy's retail operating companies (Entergy Arkansas Inc., Entergy Louisiana Inc., Entergy Mississippi Inc., New Orleans Inc. and Gulf States Inc.), System Energy Resources, Inc., System Fuels, Inc., Entergy Operations, Inc., Entergy Services, Inc., and any other subsidiaries that Entergy may create whose activities and operations are primarily related to the domestic sale of electric energy at retail or at wholesale to affiliates or the provision of goods or services thereto. EX-99 2 Exhibit 1 Page 1 of 3 ENTERGY ENTERPRISES, INC. UNCONSOLIDATED BALANCE SHEET AS OF MARCH 31, 1996 (UNAUDITED) ASSETS PROPERTY Furniture and Equipment $ 1,904,039.35 Intangible Assets 293,512.95 --------------- Total Property 2,197,552.30 --------------- INVESTMENTS Investment in FPN 3,859,278.76 Investment in Entergy SASI, Inc. 138,500,000.00 Earnings from Entergy SASI, Inc. (53,565,458.97) Special Deposits 30,000.00 --------------- 88,823,819.79 --------------- CURRENT & ACCRUED ASSETS Cash 562,198.04 Working Funds/Travel Advances 41,650.00 Temporary Cash Investments 1,996,486.38 Accounts Receivable 6,706.33 Accounts Receivable - Associated Companies 12,851,168.64 Accrued Interest 3,633.95 --------------- Total Current and Accrued Assets 15,461,843.34 --------------- DEFERRED DEBITS Accumulated Deferred Income Tax-Fed & State 7,318,280.22 Miscellaneous Deferred Debits (342,803.46) --------------- Total Deferred Debits 6,975,476.76 --------------- Total Assets $113,458,692.19 =============== These are interim financial statements prepared without notes. Exhibit 1 Page 2 of 3 ENTERGY ENTERPRISES, INC. UNCONSOLIDATED BALANCE SHEET AS OF MARCH 31, 1996 (UNAUDITED) CAPITAL Common Stock $ 54,400,000.00 Miscellaneous Paid-in Capital 125,000,000.00 Retained Earnings (74,155,057.98) --------------- Total Capital 105,244,942.02 --------------- LIABILITIES CURRENT & ACCRUED LIABILITIES Accounts Payable 90,415.62 Accounts Payable to Associated Companies 229,711.76 Taxes Accrued 746,505.87 Tax Collections Payable 11,743.73 Miscellaneous Current & Accrued Liabilities 2,409,741.09 --------------- Total Current & Accrued Liabilities 3,488,118.07 --------------- DEFERRED CREDITS Other Deferred Credits 4,725,632.10 --------------- Total Deferred Credits 4,725,632.10 --------------- Total Liabilities 8,213,750.17 --------------- Total Capital & Liabilities $113,458,692.19 =============== These are interim financial statements prepared without notes. Exhibit 1 Page 3 of 3 ENTERGY ENTERPRISES, INC. UNCONSOLIDATED INCOME STATEMENT THREE MONTHS ENDED MARCH 31, 1996 (UNAUDITED) REVENUE Services Rendered Non-Associates $ 60,899.17 Services Rendered Associates 3,310,881.39 Equity in Earnings of Subsidiaries (6,861,395.52) Interest Income 94,883.43 -------------- Total Revenue (3,394,731.53) -------------- EXPENSES Salaries, Wages and Benefits 3,339,441.64 Outside Services 1,629,967.36 Rent 313,180.24 Administrative and General 1,305,953.82 Active Development Credit (1,601,967.07) Insurance 56,601.00 Directors' Fees and Expenses 6,000.00 -------------- Total Administrative and General Expense 5,049,176.99 -------------- Taxes Other Than Income 1,263.45 Depreciation and Amortization 211,702.05 Amortization of SASI Organization Costs 6,306.81 Amortization of FPN Organization Costs Miscellaneous Expenses 3,486.37 -------------- Total Expenses 5,271,935.67 -------------- Interest Expense 0.00 -------------- Income (Loss) Before Income Taxes (8,666,667.20) Income Taxes - Federal (283,353.17) Income Taxes - State (Benefit) (56,238.05) Provision for Deferred Income Taxes - Federal (295,693.28) Provision for Deferred Income Taxes - State (58,687.22) -------------- Net Income (Loss) $(7,972,695.48) ============== These are interim financial statements prepared without notes. -----END PRIVACY-ENHANCED MESSAGE-----