-----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, E2LUOVJAc68w/O4hICCgTa5pUjagu1i5nBN/zMIwfVnEP/yOvm3QiqJtY/5GyFYI ZSMvAIMbEjNtlP2pGAXviw== 0000065984-98-000125.txt : 19981222 0000065984-98-000125.hdr.sgml : 19981222 ACCESSION NUMBER: 0000065984-98-000125 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981204 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERGY CORP /DE/ CENTRAL INDEX KEY: 0000065984 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 721229752 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-11299 FILM NUMBER: 98773076 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 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date earliest event reported) December 4, 1998 Commission Registrant, State of Incorporation, I.R.S. Employer File Number Address and Telephone Number Identification No. 1-11299 ENTERGY CORPORATION 72-1229752 (a Delaware corporation) 639 Loyola Avenue New Orleans, Louisiana 70113 Telephone (504) 529-5262 Item 2. Acquisition or Disposition of Assets On December 4, 1998, Entergy Corporation ("Entergy") sold its indirect ownership interest in Entergy London Investments PLC (ELI) whose principal asset is London Electricity. London Electricity is a regional electric distribution company in London, England serving customers in the London metropolitan area. The business was sold to Electricite' de France, France's national electrical utility, for approximately $3.185 billion. Entergy expects to realize approximately $1.00 in earnings per share in calendar 1998 as a result of the sale. The net cash proceeds from the transaction after the repayment of outstanding acquisition-related debt are approximately $860 million. Entergy has invested net proceeds from this transaction in short-term investments. Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits (b) Pro Forma Financial Information The accompanying unaudited pro forma financial information has been prepared in accordance with U.S. generally accepted accounting principles and should be read in conjunction with the related notes and the consolidated financial statements of Entergy and ELI. The most recent financial statements of Entergy and ELI are included in their respective Annual Reports on Form 10-K for the year ended December 31, 1997 and Quarterly Reports on Form 10-Q for the quarter ended September 30, 1998. Pro Forma Condensed Consolidated Balance Sheet The accompanying unaudited pro forma condensed consolidated balance sheet gives effect to the sale of ELI as if the transaction had been consummated on September 30, 1998. Accordingly, the pro forma adjustments include the proceeds from the sale of ELI, which were denominated in British Pounds Sterling (BPS) and converted to U.S. dollars using the exchange rate as of September 30, 1998 (1BPS equals U.S. $1.70). Pro Forma Condensed Statements of Consolidated Income The accompanying unaudited pro forma condensed statements of consolidated income give effect to the sale of ELI as if the transaction had been consummated on January 1, 1997. Accordingly, ELI's historical results have been adjusted out of the pro forma financial statements for the year ended December 31, 1997 and the nine months ended September 30, 1998. The gain on the sale of ELI and the related income tax effects have been excluded from the pro forma adjustments on the condensed statements of consolidated income. The pro forma income statements reflect the following: - Reduction in interest expense due to the assumed repayment of acquisition indebtedness. - Reduction in interest expense due to assumed repayment of Entergy revolving debt with remaining proceeds. - Assumed interest rate on Entergy revolving debt of 8%. - Assumed income tax rate of 35% on pro forma adjustments. The pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have occurred if the sale of ELI had taken place at the beginning of the period specified, nor is it necessarily indicative of future operating results.
Entergy Corporation and Subsidiaries Pro Forma Condensed Consolidated Balance Sheet September 30, 1998 (in thousands) (Unaudited) Entergy Corporation and Entergy London Pro Forma Entergy Corporation and Subsidiaries Investments, PLC Adjustments Subsidiaries Historical Historical (Note 1) and Eliminations Pro Forma Current assets $3,474,092 $488,648 $976,000 (2) $3,961,444 Other property and investments 1,392,819 18,649 1,374,170 Utility plant, net 18,181,705 2,411,695 15,770,010 Deferred debits and other assets 4,321,643 1,653,837 2,667,806 ------------------------------------------- ----------- Total assets $27,370,259 $4,572,829 $976,000 $23,773,430 =========================================== =========== Current liabilities $3,184,299 $820,908 $260,000 (3) $2,623,391 Deferred credits and other liabilities 7,163,274 1,255,953 5,907,321 Long term debt 8,942,186 1,729,691 7,212,495 Preferred securities 1,178,210 300,000 878,210 Common shareholders' equity 6,902,290 466,277 $716,000 7,152,013 ------------------------------------------- ----------- Total liabilities and shareholders' equity $27,370,259 $4,572,829 $976,000 $23,773,430 =========================================== ===========
The pro forma condensed consolidated balance sheet reflects the following adjustments in order to present the pro forma financial position of Entergy Corporation and Subsidiaries after giving effect to the sale of ELI as if the transaction had been consummated on September 30, 1998: (1) To eliminate ELI's historical balances as of September 30, 1998. (2) To record net proceeds from the sale of ELI after repayment of related acquisition debt. (3) To record accruals for settlement costs related to the sale of ELI and estimated income taxes on pro forma adjustments at an assumed effective rate of 35%.
Entergy Corporation and Subsidiaries Pro Forma Condensed Statement of Consolidated Income For the nine months ended September 30, 1998 (in thousands, except share data) (Unaudited) Entergy Entergy London Pro Forma Entergy Corporation Corporation and Investments, Adjustments and Subsidiaries Subsidiaries PLC Historical and Pro Forma Historical (Note 1) Eliminations Operating revenues $9,409,353 $1,494,552 - $7,914,801 Operating expenses 8,060,463 1,269,380 - 6,791,083 ------------------------------------- ---------- Operating income 1,348,890 225,172 - 1,123,718 Other income (deductions) 9,500 24,970 (15,470) Interest charges 626,941 147,589 (57,000) (2) 422,352 ------------------------------------- ---------- Income before income taxes 731,449 102,553 57,000 685,896 Income taxes 192,820 22 19,950 (3) 212,748 ------------------------------------- ---------- Net income before preferred dividend requirements and other 538,629 102,531 37,050 473,148 Preferred and preference dividend requirements of subsidiaries and other 35,091 - - 35,091 ------------------------------------- ---------- Consolidated net income 503,538 102,531 37,050 438,057 Foreign currency translation adjustment (18,556) 24,974 - (43,530) ------------------------------------- ---------- Comprehensive net income $484,982 $127,505 $37,050 $394,527 ===================================== ========== Earnings per average common share: Basic and diluted $2.04 $1.78 Average number of common shares outstanding: Basic 246,331,931 246,331,931 Diluted 246,432,782 246,432,782
The pro forma condensed statement of consolidated income reflects the following adjustments in order to present the historical results of operations of Entergy after giving effect to the sale of ELI as if the transaction had been consummated on January 1, 1997: (1) To eliminate ELI's historical results of operations for the nine months ended September 30, 1998. (2) To reflect the assumed retirement of additional Entergy and subsidiary debt with remaining proceeds from the sale of ELI after the liquidation of outstanding acquisition-related debt at an assumed interest rate of 8.0%. (3) To record impact of assumed income tax rate of 35% on pro forma adjustments.
Entergy Corporation and Subsidiaries Pro Forma Condensed Statement of Consolidated Income For the year ended December 31, 1997 (in thousands, except share data) (Unaudited) Entergy Entergy London Pro Forma Entergy Corporation Corporation and Investments, Adjustments and Subsidiaries PLC Historical and Subsidiaries Historical (Note 1) Eliminations Pro Forma Operating revenues $9,561,721 $1,847,042 - $7,714,679 Operating expenses 7,704,563 1,660,232 - 6,044,331 ------------------------------------- ---------- Operating income 1,857,158 186,810 - 1,670,348 Other income (deductions) (222,646) 21,525 (244,171) Interest charges 862,272 178,647 (76,000)(2) 607,625 ------------------------------------- ---------- Income before income taxes 772,240 29,688 76,000 818,552 Income taxes 471,341 177,023 26,600 (3) 320,918 ------------------------------------- ---------- Net income (loss) before preferred dividend requirements and other 300,899 (147,335) 49,400 497,634 Preferred and preference dividend requirements of subsidiaries and other 53,216 - - 53,216 ------------------------------------- ---------- Consolidated net income (loss) 247,683 (147,335) 49,400 444,418 Foreign currency translation adjustment - - - - ------------------------------------- ---------- Comprehensive net income (loss) $247,683 ($147,335) $49,400 $444,418 ===================================== ========== Earnings per average common share: Basic and diluted $1.03 $1.85 Average number of common shares outstanding: Basic 240,207,539 240,207,539 Diluted 240,297,842 240,297,842
The pro forma condensed statement of consolidated income reflects the following adjustments in order to present the historical results of operations of Entergy after giving effect to the sale of ELI as if the transaction had been consummated on January 1, 1997: (1) To eliminate ELI's historical results of operations for the year ended December 31, 1997. (2) To reflect the assumed retirement of additional Entergy and subsidiary debt with remaining proceeds from the sale of ELI after the liquidation of outstanding acquisition-related debt at an assumed interest rate of 8.0%. (3) To record impact of assumed income tax rate of 35% on pro forma adjustments. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ENTERGY CORPORATION By: /s/Nathan E. Langston Nathan E. Langston Vice President and Chief Accounting Officer Dated: December 21, 1998 -----END PRIVACY-ENHANCED MESSAGE-----