-----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, IecNRVPge3M2O7+HjL1GJSan3GgGpQg53vi0+3Ts0z0n76pj+i+HGaPdVRLd/OoN whOQ/RRpRw+6E5EoIa2DCQ== /in/edgar/work/20000731/0000065984-00-000073/0000065984-00-000073.txt : 20000921 0000065984-00-000073.hdr.sgml : 20000921 ACCESSION NUMBER: 0000065984-00-000073 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000731 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERGY CORP /DE/ CENTRAL INDEX KEY: 0000065984 STANDARD INDUSTRIAL CLASSIFICATION: [4911 ] IRS NUMBER: 721229752 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AMC SEC ACT: SEC FILE NUMBER: 070-09123 FILM NUMBER: 682427 BUSINESS ADDRESS: STREET 1: 639 LOYOLA AVE CITY: NEW ORLEANS STATE: LA ZIP: 70113 BUSINESS PHONE: 5045295262 MAIL ADDRESS: STREET 1: PO BOX 61000 CITY: NEW ORLEANS STATE: LA ZIP: 70161 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 POS AMC 1 0001.txt File No. 70-9123 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM U-1 _____________________________ POST-EFFECTIVE AMENDMENT NO. 2 To APPLICATION-DECLARATION Under THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 _____________________________ Entergy Corporation Entergy Nuclear, Inc. 639 Loyola Avenue 1340 Echelon Parkway New Orleans, LA 70113 Jackson, MS 39213 Entergy Enterprises, Inc. Entergy Operations Services, Inc. Parkwood Two Building 110 James Parkway West, Suite 110 10055 Grogan's Mill Road St. Rose, LA 70087 Suite 400 The Woodlands, Texas 77380 Entergy Power, Inc. Entergy Power Operations U.S., Inc. Parkwood Two Building Parkwood Two Building 10055 Grogan's Mill Road 10055 Grogan's Mill Road Suite 500 Suite 400 The Woodlands, TX 77380 The Woodlands, Texas 77380 Entergy Global Power Operations Corporation Entergy Power Marketing Corp. Parkwood Two Building Parkwood Two Building 10055 Grogan's Mill Road 10055 Grogan's Mill Road, Suite 500 Suite 400 The Woodlands, TX 77380 The Woodlands, Texas 77380 (Names of companies filing this statement and addresses of principal executive offices) _____________________________ Entergy Corporation (Name of top registered holding company parent of each applicant or declarant) _____________________________ C. John Wilder Geoffrey D. Roberts Executive Vice President President and Chief Financial Entergy Enterprises, Inc. Officer Parkwood Two Building Entergy Corporation 10055 Grogan's Mill Road 639 Loyola Avenue Suite 400 New Orleans, LA 70113 The Woodlands, Texas 77380 (Names and addresses of agents for service) _____________________________ The Commission is also requested to send copies of any communications in connection with this matter to: Frederick F. Nugent, Esq. Denise C. Redmann, Esq. General Counsel Senior Counsel Entergy Power Development Corp. Entergy Services, Inc. Parkwood Two Building 639 Loyola Avenue 10055 Grogan's Mill Road New Orleans, LA 70113 Suite 400 The Woodlands, Texas 77380 Thomas C. Havens, Esq. Kent R. Foster, Esq. Whitman Breed Abbott & Vice President Morgan LLP Entergy Services, Inc. 200 Park Avenue Little Rock, AR 72203 New York, NY 10166 Item 2. Fees, Commissions and Expenses. The fees, commissions and expenses expected to be paid or incurred, directly or indirectly, in connection with the proposed transactions are estimated to be approximately $25,000, consisting principally of fees and expenses of Entergy Services Inc. and outside counsel to the Applicants. Item 6. Exhibits and Financial Statements. (a) Exhibits: F-1(a) - Pre-effective opinion of counsel to Entergy F-2(a) - Pre-effective opinion of counsel to the Applicants (other than Entergy) SIGNATURES 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 CORPORATION ENTERGY ENTERPRISES, INC. ENTERGY NUCLEAR, INC. ENTERGY OPERATIONS SERVICES, INC. ENTERGY GLOBAL POWER OPERATIONS CORPORATION ENTERGY POWER OPERATIONS U.S., INC. By: /s/ Steven C. McNeal Steven C. McNeal Vice President and Treasurer ENTERGY POWER, INC. ENTERGY POWER MARKETING CORP. By: /s/ Steven C. McNeal Steven C. McNeal Treasurer Dated: July 31, 2000 EX-5 2 0002.txt EXHIBIT F-1(a) July 28, 2000 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re Entergy Corporation File No. 70-9123 Ladies and Gentlemen: I am Senior Counsel for Entergy Services, Inc., and in my capacity as such I am familiar with the transactions proposed by Entergy Corporation ("Entergy") and the other applicants and described in Post-Effective Amendment No. 1 to the Application-Declaration on Form U-1, as amended (the "Application"), filed with the Securities and Exchange Commission (the "Commission") under the Public Utility Holding Company Act of 1935, as amended (the "Act") in the above-referenced File. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Application. In connection with this opinion, I have examined, among other things, the Application and such other documents, certificates and corporate records, and such other matters of law, as I have deemed necessary to form the basis of this opinion. The opinions expressed below are subject to the following assumptions and conditions: (a) The transactions proposed in the Application (the "Proposed Transactions") shall have been duly authorized and approved, to the extent required by the governing documents and applicable state laws, by the Board of Directors (or other equivalent governing body) of Entergy and/or the applicable Non-utility Company. (b) The Commission shall have entered an appropriate supplemental order or orders with respect to the Proposed Transactions granting and permitting the Application to become effective under the Act and the rules and regulations thereunder. (c) The Proposed Transactions shall have been consummated in accordance with the Application and the supplemental order or orders of the Commission issued with respect thereto. Based upon the foregoing, it is my opinion that: 1. All state laws applicable to the participation of Entergy in the Proposed Transactions will have been compiled with. 2. The Guarantees will be valid and binding obligations of Entergy in accordance with the terms of such instruments. 3. The consummation of the Proposed Transactions by Entergy will not violate the legal rights of the holders of any securities issued by Entergy or any associate company thereof. I am a member of the Louisiana bar and do not hold myself out as an expert on the laws of any other state. I hereby consent to the use of this opinion as an exhibit to the Application. Very truly yours, /s/ Denise C. Redmann Denise C. Redmann EX-5 3 0003.txt EXHIBIT F-2(a) July 28, 2000 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re Entergy Corporation File No. 70-9123 Ladies and Gentlemen: I am General Counsel for Entergy Power Development Corp., and in my capacity as such I am familiar with the transactions proposed by Entergy Corporation ("Entergy") and the other applicants and described in Post-Effective Amendment No. 1 to the Application-Declaration on Form U-1, as amended (the "Application"), filed with the Securities and Exchange Commission (the "Commission") under the Public Utility Holding Company Act of 1935, as amended (the "Act") in the above-referenced File. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Application. In connection with this opinion, I have examined, among other things, the Application and such other documents, certificates and corporate records, and such other matters of law, as I have deemed necessary to form the basis of this opinion. The opinions expressed below are subject to the following assumptions and conditions: (a) The transactions proposed in the Application (the "Proposed Transactions") shall have been duly authorized and approved, to the extent required by the governing documents and applicable state laws, by the Board of Directors (or other equivalent governing body) of Entergy and/or the applicable Non-utility Company. (b) The Commission shall have entered an appropriate supplemental order or orders with respect to the Proposed Transactions granting and permitting the Application to become effective under the Act and the rules and regulations thereunder. (c) The Proposed Transactions shall have been consummated in accordance with the Application and the supplemental order or orders of the Commission issued with respect thereto. Based upon the foregoing, it is my opinion that: 1. All state laws applicable to the participation of the applicable Non-utility Company in the Proposed Transactions will have been compiled with. 2. The Guarantees will be valid and binding obligations of the Non-utility Company providing such Guarantees in accordance with the terms of such instruments. 3. The consummation of the Proposed Transactions will not violate the legal rights of the holders of any securities issued by the Non-utility Companies or any associate company thereof. I am a member of the Illinois bar and do not hold myself out as an expert on the laws of any other state. I hereby consent to the use of this opinion as an exhibit to the Application. Very truly yours, /s/ Frederick F. Nugent Frederick F. Nugent -----END PRIVACY-ENHANCED MESSAGE-----