-----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, EZQe2l8D+eFb6FG8TdPSauArAguJvwVTZidBTiDffPB1XGzmYGofgQkJuObQ5gIo AXtGtobgwdSuwrfNM1frSw== 0000065984-01-000002.txt : 20010122 0000065984-01-000002.hdr.sgml : 20010122 ACCESSION NUMBER: 0000065984-01-000002 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010104 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: U-1/A SEC ACT: SEC FILE NUMBER: 070-09723 FILM NUMBER: 1501698 BUSINESS ADDRESS: STREET 1: 639 LOYOLA AVE CITY: NEW ORLEANS STATE: LA ZIP: 70113 BUSINESS PHONE: 504-576-4000 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 U-1/A 1 0001.txt (As filed January 4, 2001) File No. 70-9723 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________________________________________ Amendment No. 3 on FORM U-1/A APPLICATION/DECLARATION under THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 _________________________________________________________ Entergy Corporation 639 Loyola Avenue New Orleans, LA 70113 (Name of company filing this statement and address of principal executive office) _____________________________________________________ Entergy Corporation (Name of top registered holding company parent) ______________________________________________________ C. John Wilder Executive Vice President and Chief Financial Officer Entergy Corporation 639 Loyola Avenue New Orleans, LA 70113 (Name and address of agent for service) ________________________________________________________ The Commission is requested to send copies of all notices, orders and communications in connection with this Application or Declaration to: Christopher J. Bernard William T. Baker, Jr. Entergy Power Marketing Corp. Thelen Reid & Priest LLP Parkwood 2 Building 40 West 57th Street, Suite 2500 10055 Grogans Mills Road New York, New York 10019 The Woodlands, Texas 77380 Elizabeth A. Martin, Senior Counsel Entergy Services, Inc. 639 Loyola Avenue New Orleans, LA 70113 The Application-Declaration filed in this proceeding on July 25, 2000, as amended by Amendment No. 1, filed September 5, 2000, and Amendment No.2, filed October 20, 2000, is hereby further amended as follows: 1. Item 3.1.3 - Rule 54 Analysis, is amended to read as follows: The transactions proposed herein are also subject to Section 32(h)(4) of the Act and Rule 54 thereunder. Rule 54 provides that, in determining whether to approve any transaction that does not relate to an "exempt wholesale generator" ("EWG") or "foreign utility company" ("FUCO"), the Commission shall not consider the effect of the capitalization or earnings of any subsidiary which is an EWG or FUCO upon the registered holding company system if paragraphs (a), (b) and (c) of Rule 53 are satisfied. Rule 53(a)(1) limits a registered holding company's financing of investments in EWGs if such holding company's "aggregate investment" in EWGs and FUCOs exceeds 50% of its "consolidated retained earnings." On June 13, 2000, the Commission issued an order modifying certain previous orders issued to Entergy in order to permit Entergy to use the proceeds of financing to invest in EWGs and FUCOs in an amount up to 100% of "consolidated retained earnings." See Entergy Corporation, Holding Co. Act Release No. 27184 (June 13, 2000). Entergy's "aggregate investment" (as defined in Rule 53(a)(1)(i)) in all EWGs and FUCOs is currently equal to 15.2% of Entergy's "consolidated retained earnings" (as defined in Rule 53(a)(1)(ii)) for the four quarters ended September 30, 2000 ($2,949,964,000). In addition, Entergy has complied and will comply with the record-keeping requirements of Rule 53(a)(2), the limitation under Rule 53(a)(3) on the use of the Entergy system's domestic public-utility company personnel to render services to EWGs and FUCOs, and the requirements of Rule 53(a)(4) concerning the submission of copies of certain filings under the Act to retail regulatory commissions. At the present time, therefore, Entergy satisfies all of the requirements of Rule 53(a). Further, none of the circumstances described in Rule 53(b) has occurred or is continuing. 2. Item 4 - Regulatory Approvals, is amended to read as follows: No state commission and no federal commission, other than this Commission, has jurisdiction over Entergy's acquisition of an interest in Entergy-Koch. The FERC has jurisdiction under the Federal Power Act over and has approved the merger of the power marketing operations of EPMC and KET. The order of the FERC is filed for informational purposes as Exhibit D-3 hereto. In addition, the pre-notification requirements of the Hart-Scott- Rodino Antitrust Improvements Act of 1976 may apply to certain future acquisitions of Energy-Related Assets by Entergy, depending upon, among other factors, the dollar amount of any such transaction. Entergy will not consummate any acquisition of Energy-Related Assets or of the equity securities of any company substantially all of whose assets consist of Energy-Related Assets unless it has obtained all other applicable state or federal regulatory approvals. 3. The following exhibits and financial statements are hereby filed as part of Item 6 - Exhibits and Financial Statements: A. Exhibits. D-1 Joint Application of Entergy Power Marketing Corp. and Koch Energy Trading, Inc. before Federal Energy Regulatory Commission for Authorization to Merge, Consolidate and Organize Facilities (2 volumes) (Form SE/Paper Format). D-2 Response of Entergy Power Marketing Corp. and Koch Energy Trading, Inc. to FERC Staff Data Request (Form SE/Paper Format). D-3 Order Authorizing Disposition of Jurisdictional Facilities (Form SE/Paper Format). F Opinion of Counsel. B. Financial Statements. 1.1 Balance Sheet of Entergy and consolidated subsidiaries, as of September 30, 2000 (incorporated by reference to the Quarterly Report on Form 10-Q of Entergy for the period ended September 30, 2000) (File No. 1-11299). 1.2 Statement of Income of Entergy and consolidated subsidiaries for the period ended September 30, 2000 (incorporated by reference to the Quarterly Report on Form 10-Q of Entergy for the period ended September 30, 2000) (File No. 1-11299). SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, as amended, the undersigned company has duly caused this statement to be signed on its behalf by the undersigned thereunto duly authorized. Entergy Corporation By: /s/ Michael G. Thompson Name: Michael G. Thompson Title: Senior Vice President, General Counsel and Secretary Date: January 4, 2001 EX-5 2 0002.txt Exhibit F January 4, 2001 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Entergy Corporation ("Entergy") - File No. 70-9723 Dear Ladies and Gentlemen: I have read the Statement on Form U-1, as amended, in the above-referenced proceeding (the "Application") and am furnishing this opinion with respect to the proposed transaction described therein, which relates to the acquisition by Entergy, through one or more non-utility subsidiaries, of certain types of energy-related non- utility assets ("Energy-Related Assets"), or of the equity securities of one or more companies substantially all of whose physical assets consist of such Energy-Related Assets. Entergy is proposing to make such acquisitions in one or more transactions from time to time through December 31, 2005. Initially, Entergy, through Entergy- Koch, LP ("Entergy-Koch"), an indirect 50% owned subsidiary, proposes to acquire all of the issued and outstanding stock of Koch Gateway Pipeline Company. The Application also requests authority for Entergy-Koch to provide guarantees and other forms of credit support to or on behalf of other non-utility subsidiaries, for Entergy- Koch and its subsidiaries to pay dividends out of capital and unearned surplus, subject to applicable corporate law and any restrictions under financing agreements, and for Entergy-Koch and its subsidiaries to sell energy commodities to Entergy's public utility subsidiaries at cost. I am of the opinion that, upon the issuance of your order or orders in this proceeding granting or permitting the Application to become effective with respect to the proposed transactions, and in the event that the proposed transactions are consummated in accordance with said Application and your order or orders in respect thereto: (a) all state laws applicable to the proposed transactions will have been complied with; (b) Entergy-Koch and Koch Gateway Pipeline Company are validly organized and duly existing; (c) Entergy-Koch will legally acquire the Energy- Related Assets, or the equity securities of companies (including Koch Gateway Pipeline Company) substantially all of whose physical assets consist of Energy-Related Assets; and (d) the consummation of the proposed transaction will not violate the legal rights of the holders of any securities issued by Entergy or any associate company thereof. I am an attorney licensed to practice in the State of Louisiana and have acted as counsel to Entergy in connection with the proposed transactions. I express no opinion with respect to the laws of any other State or jurisdiction. I hereby give my written consent to the use of this opinion in connection with the Application. Very truly yours, /s/ J. Wayne Anderson -----END PRIVACY-ENHANCED MESSAGE-----