-----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, QiXoN0YwUs0CMQ0sOIbQBNWn+nf73MVNEGE5sLTCx9bTZxMCImeHa9EQGqPda/IG NrKNzZda3sHBjieUOdrSHA== 0000065984-04-000262.txt : 20040902 0000065984-04-000262.hdr.sgml : 20040902 20040902084925 ACCESSION NUMBER: 0000065984-04-000262 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040902 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040902 DATE AS OF CHANGE: 20040902 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: 1934 Act SEC FILE NUMBER: 001-11299 FILM NUMBER: 041012347 BUSINESS ADDRESS: STREET 1: 639 LOYOLA AVE CITY: NEW ORLEANS STATE: LA ZIP: 70113 BUSINESS PHONE: 5045764000 MAIL ADDRESS: STREET 1: PO BOX 61000 CITY: NEW ORLEANS STATE: LA ZIP: 70161 FORMER COMPANY: FORMER CONFORMED NAME: ENTERGY CORP /FL/ DATE OF NAME CHANGE: 19940329 FORMER COMPANY: FORMER CONFORMED NAME: ENTERGY GSU HOLDINGS INC /DE/ DATE OF NAME CHANGE: 19940329 FORMER COMPANY: FORMER CONFORMED NAME: MIDDLE SOUTH UTILITIES INC DATE OF NAME CHANGE: 19890521 8-K 1 a15004.htm

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) September 2, 2004

Commission
File Number

Registrant, State of Incorporation,
Address and Telephone Number

I.R.S. Employer
Identification No.

1-11299

ENTERGY CORPORATION
(a Delaware corporation)
639 Loyola Avenue
New Orleans, Louisiana 70113
Telephone (504) 576-4000

72-1229752

     

 

 

 

 

Form 8-K
September 2, 2004

   

Item 7.01. Regulation FD Disclosure

Entergy Corporation

The information in this Current Report on Form 8-K, including the exhibits listed below, is being furnished, not filed, under Item 7.01 pursuant to Regulation FD.

On September 2, 2004, Entergy Corporation issued a release to certain investors, which is attached as an exhibit hereto and incorporated herein by reference.

 

Item 8.01. Other Events

On September 2, 2004 Entergy Corporation and Koch Industries announced that they have entered into a definitive agreement to sell the US and foreign energy trading businesses of Entergy-Koch, LP to Merrill Lynch & Co. The sale, which is subject to the approval of FERC, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and the approval or expiration of certain time periods of certain European, UK and Canadian regulatory authorities, is expected to close in the fourth quarter of 2004. Entergy and Koch Industries also announced that they will conduct a competitive process to sell the Gulf South Pipeline, commencing in the third quarter of 2004 with expected closing in the first half of 2005.

Entergy expects to receive its share of sale proceeds from the Entergy-Koch trading business sale as well as the anticipated sale of Gulf South Pipeline as cash distributions from Entergy-Koch over a time period from the closings on such sales to year end 2006, with the majority of the distributions occurring in 2005. Entergy will account for these cash distributions as reductions of Entergy's approximately $1.1 billion equity investment in unconsolidated affiliate. Entergy's equity investment includes its cash investments in Entergy-Koch, the value of its assets contributed to Entergy-Koch and the earnings recorded thereon, including disproportionate income sharing, less dividends received from Entergy-Koch to date.

Entergy expects the above transactions to ultimately result in a net cash impact of approximately $1 billion, comprised of the after-tax cash from the distributions of the sale proceeds and the eventual liquidation of the joint venture. The net cash impact will vary based on the results of the competitive process to sell Gulf South Pipeline. When the results of this competitive process are determined, the net cash impact will be revised and compared to Entergy's equity investment to determine the book gain or loss. If a net loss is expected, it will be recorded at that time. If a net gain is expected, the gain would not be recorded until realized.

 

 

Form 8-K
September 2, 2004

   

In this Form 8-K, Entergy makes statements concerning its expectations, beliefs, plans, objectives, goals, strategies, and future events or performance resulting from the agreement by Entergy-Koch, LP's owners to sell their US and foreign trading business, the intent to sell the Gulf South Pipeline and the eventual dissolution of Entergy-Koch, LP. Such statements are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Although Entergy believes that these forward-looking statements and the underlying assumptions are reasonable, it cannot provide assurance that they will prove correct. Except to the extent required by the federal securities laws, Entergy undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements involve a number of risks and uncertainties, and there are factors that could cause actual results to di ffer materially from those expressed or implied in the statements. Some of those factors include, but are not limited to, the completion of the sale of Entergy-Koch's US and foreign trading businesses, the ability to sell Entergy-Koch's Gulf South Pipeline at attractive prices, the amount of cash that Entergy-Koch is able to distribute to Entergy, the resolution of pending investigations of Entergy-Koch's past trading practices, the effects of litigation against Entergy-Koch, and the amount of tax payments on sales proceeds and distributions. Additionally, there are other factors that Entergy has identified from time to time in its filings made with the Securities and Exchange Commission that could affect Entergy's overall financial performance.

 

Item 9.01. Financial Statements and Exhibits

(c) Exhibits.

Exhibit No.

Description

99.1

Release, dated September 2, 2004, issued by Entergy.

 

 

 

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/ Robert D. Sloan

 

Robert D. Sloan
Executive Vice President and
General Counsel

   
   

 

 
Dated: September 2, 2004

 

EX-99 2 a15004991.htm

Exhibit 99.1

For Further Information:
Nancy Morovich, Investor Relations
Phone 504/576-5506
nmorovi@entergy.com

 

INVESTOR NEWS

September 2, 2004

Entergy and Koch Industries Announce Sale of Entergy-Koch Trading to
Merrill Lynch & Co.

Entergy Corporation and Koch Industries, Inc. today announced that they have entered into a definitive agreement to sell the US and foreign energy trading businesses of Entergy-Koch, LP to Merrill Lynch & Co. The sale, which is subject to the approval of Federal Energy Regulatory Commission (FERC), the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and the approval or expiration of certain time periods of certain European, UK and Canadian regulatory authorities, is expected to close in the fourth quarter of 2004.

Entergy and Koch Industries also announced that they will conduct a competitive process to sell Gulf South Pipeline. Negotiations for the sale are expected to commence during the 3rd quarter of 2004, with closing expected in the first half of 2005.

Earnings implications

For the purposes of its earnings releases, Entergy will treat the 2004 earnings contribution from Entergy-Koch, LP as a special item because it will not recur in future years. This treatment applies to $0.13 per share recorded through second quarter 2004, and will continue in subsequent quarters until the sales of both Entergy-Koch Trading and Gulf South Pipeline are closed.

As a result, Entergy's as-reported earnings guidance per share for 2004 is revised to $3.83 to $4.03 from the previous range of $4.10 to $4.30 per share, as is shown in Table 1 on the following page. This range reflects the inclusion of Entergy-Koch's year to date earnings of $0.13 per share and assumes no additional earnings contribution from the venture in 2004. As-reported earnings guidance will be further revised later in the year to reflect: 1) actual results realized by Entergy-Koch, LP in third and fourth quarters; and 2) any gain or loss which is expected to result from the combination of the sales of Entergy-Koch Trading and Gulf South Pipeline and the liquidation of Entergy-Koch, LP at such time as the amount of the gain or loss can be reasonably estimated.

In addition, Entergy's 2004 operational earnings guidance is revised to a range of $3.70 to $3.90 per share. This range represents a decrease from the previously-issued operational guidance of $4.10 to $4.30 per share due to the removal of $0.40 per share associated with Entergy-Koch, LP. This amount reflects $0.13 per share earned by the business in the first half of 2004 which was previously included in both as-reported and operational earnings per share.

 

Table 1: 2004 Earnings Per Share Guidance - Reconciliation of GAAP to non-GAAP Measures

(Per share in U.S. $)

2003
Earnings

Operational/Special Item
Changes in 2004

Range of Impact

2004
Guidance Range

Utility, Parent & Other

As-Reported

1.93

Less Special Items

(0.69)

Operational items:

Operational

2.62

Full year impact of rate actions

0.04

0.04

Sales growth of 1.5% to 2.0%

0.15

0.20

Productivity improvements

0.02

0.03

Decreased interest expense

0.10

0.12

Increased depreciation expense, other

(0.18)

(0.16)

   Total Operational

0.13

0.23

2.75

2.85

Special items:

None

   Total As-reported

-

-

2.75

2.85

Entergy Nuclear

As-Reported

1.30

Less Special Items

0.45

Operational items:

Operational

0.85

Higher contract pricing

0.09

0.10

Increased generation

0.03

0.04

New services contract

0.03

0.03

Productivity improvements

0.10

0.13

   Total Operational

0.25

0.30

1.10

1.15

Special items:

None

   Total As-reported

-

-

1.10

1.15

Non Nuclear Wholesale Assets

As-Reported

(0.10)

Less Special Items

-

Operational items:

Operational

(0.10)

Increased losses due to lower prices

(0.05)

0.00

   Total Operational

(0.05)

0.00

(0.15)

(0.10)

Special items:

None

   Total As-reported

-

-

(0.15)

(0.10)

Entergy-Koch, LP

As-Reported

0.88

Less Special Items

-

Operational items:

Operational

0.88

2003 Disproportionate sharing

(0.38)

(0.38)

2003 Entergy-Koch Trading (excl dispro
  sharing)


(0.46)


(0.46)

2003 Gulf South Pipeline (excl dispro
  sharing)


(0.04)


(0.04)

   Total Operational

(0.88)

(0.88)

0.00

0.00

Special items:

Earnings from Entergy-Koch, LP realized
  through 6/30/04


0.13


0.13

   Total As-reported

0.13

0.13

0.13

0.13

Consolidated Total

As-Reported

4.01

Less Special Items

(0.24)

Operational

4.25

Total Operational for 2004

(0.55)

(0.35)

3.70

3.90

Plus Special items

0.13

0.13

Total As-reported for 2004

3.83

4.03

Entergy's previously issued as-reported and operational earnings guidance for 2005 is affirmed in the range of $4.60 to $4.85 per share. As is the case for 2004 as-reported earnings guidance, 2005 as-reported earnings guidance will be revised in the future to reflect actual results realized by Entergy-Koch, LP in that year.

Accounting for the Transactions

Entergy expects to receive its share of sale proceeds from this transaction as well as the anticipated sale of Gulf South Pipeline as cash distributions from Entergy-Koch over a time period from closings through year end 2006, with the majority of the distributions occurring in 2005. Entergy will account for these cash distributions as reductions of Entergy's approximately $1.1 billion equity investment in unconsolidated affiliate. Entergy's equity investment includes its cash investments in Entergy-Koch, the value of its assets contributed to Entergy-Koch and the earnings recorded thereon, including disproportionate income sharing, less dividends received from Entergy-Koch to date.

Entergy expects the above transactions to ultimately result in a net cash impact of approximately $1 billion, comprised of the after-tax cash from the distributions of the sale proceeds and the eventual liquidation of the joint venture. The net cash impact will vary based on the results of the competitive process to sell Gulf South Pipeline. When the results of this competitive process are determined, the net cash impact will be revised and compared to Entergy's equity investment to determine the book gain or loss. If a net loss is expected, it will be recorded at that time. If net gain is expected, the gain would not be recorded until realized.

About Entergy Corporation and Koch Industries Inc. and Entergy-Koch, LP

Entergy Corporation is an integrated energy company engaged primarily in electric power production, retail distribution operations, energy marketing and trading, and gas transportation. Entergy owns and operates power plants with approximately 30,000 megawatts of electric generating capacity, and it is the second-largest nuclear generator in the United States. Entergy delivers electricity to 2.6 million utility customers in Arkansas, Louisiana, Mississippi, and Texas. Through Entergy-Koch, LP, it is a leading provider of wholesale energy marketing and trading services, as well as an operator of natural gas pipeline and storage facilities. Entergy has annual revenues of over $9 billion and approximately 14,000 employees.

Koch Industries, Inc., based in Wichita, Kansas, owns a diverse group of companies that are engaged in trading, investment and operations in 50 countries around the world. Koch companies employ more than 30,000 people in core industries such as trading, petroleum, asphalt, natural gas, gas liquids, chemicals, plastics and fibers, chemical technology equipment, minerals, fertilizers, ranching, securities, and finance, as well as in other ventures and investments. More information on Koch Industries, Inc. is available at www.kochind.com.

Entergy Corporation and Koch Energy, Inc. jointly own Houston-based Entergy-Koch, LP in a 50/50 venture that was created in 2001. Entergy-Koch, LP has three primary subsidiaries:  Entergy-Koch Trading, LP, Entergy-Koch Trading, Ltd. and Gulf South Pipeline Company, LP.

 

-30-

Additional investor information can be accessed online at

www.entergy.com/earnings

 

In this release, Entergy makes statements concerning its expectations, beliefs, plans, objectives, goals, strategies, and future events or performance resulting from the agreement by Entergy-Koch, LP's owners to sell their US and foreign trading business, the intent to sell the Gulf South Pipeline and the eventual dissolution of Entergy-Koch, LP. Such statements are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Although Entergy believes that these forward-looking statements and the underlying assumptions are reasonable, it cannot provide assurance that they will prove correct. Except to the extent required by the federal securities laws, Entergy undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements involve a number of risks and uncertainties, and there are factors that could cause actual results to differ materially from those expressed or implied in the statements. Some of those factors include, but are not limited to, the completion of the sale of Entergy-Koch's US and foreign trading businesses, the ability to sell Entergy-Koch's Gulf South Pipeline at attractive prices, the amount of cash that Entergy-Koch is able to distribute to Entergy, the resolution of pending investigations of Entergy-Koch's past trading practices, the effects of litigation against Entergy-Koch, and the amount of tax payments on sales proceeds and distributions. Additionally, there are other factors that Entergy has identified from time to time in its filings made with the Securities and Exchange Commission that could affect Entergy's overall financial performance.

 

GRAPHIC 3 image1.gif begin 644 image1.gif M1TE&.#EAP`!<`/?_``````4%!0H*"@T-#1`0$!45%1D9&1T='2`@("4E)2@H M*"TM+3$Q,30T-#DY.3T]/4%!045%14E)24U-35!04%5555E965U=76%A861D M9&EI:6UM;7%Q<75U=7EY>7Q\?,(.&,L\@)\\M.\\U/-0E)],D*MLA)=PB*]@H+](@,=,L M.MTE,MPM-=XL.]`P-M\T-]LR/.4)#^<'%>D.%>X+&^,5'^$9'>L5'.<5(>06 M).86*.`<)>(;*N@5)>8=).D=*N4?.ND?,?(?)^0C)^4A*^(K*.8J+>4O+^P@ M)>$E.^(I,N,M.NDD,.XG.>8L,^DN..4Q->0Q.NDP->DO./(C M+?(F-?$K-/(K.MPO1-4U1=LT0MP_1-L\2NLN0.$U1.(^0.`]1N0Y0>8]1N(\ M21"1>%" M2NE#2N)$5.1-4N906^M17>-;9.%>:>=G;N%H:^!I;N-K=>AK^1] M?NER=^AT=^AS>.AT>.5U@N)\@NMP@.I\A8"`@(6%A8B(B(R,C)&1D924E)F9 MF9V=G:"@H*2DI*BHJ*RLK+"PL+2TM+FYN;R\O-^)C>:$C>:(C>B%BNJ(B^:, ME.N.D^:1D^:5G.N3E.N2F?")D/"5G^>9H.N=HN"@H^>CI.J?HNVEJNNIK.>I MMNVON>2RM^2WN>NSM>RTN>JXN?"GLO.KL_&UM?:TO/&YN^:^PNV\P>^\P,#` MP,3$Q,G)RW'R.O*R^S.T>S4UNW8 MU^[;WN[$Q_+)R_+-U/;.W/#0SO'5UO+:V_'>Y?/AW>#@X.7EY>CHZ.OKZ_#A MX_;GX/?EY?+LZO;J[?;MZ//JZOGGZ_KKZO?N\?OP[?#P\/3T]/7[^/GR\OKV M\OWR]/_U^/WY\_O[^P```"'Y!`$!`/\`+`````#``%P`0`C_`/T)'$BPH$%R MR7CAHH6+US)S!B-*G$BQHL6+&#-JW,CQXHTR7\)\&3-RC,F3*%.J1/D%S!4T M'6/*G$FSIDP<7DA^VB;.$V&7K1!6 M$04`&$RXL.'#`-`J7FSQU9(S8))0/'1EC)?+F*TTFK@OB9;_WIMECCA>Q9#`=`P4/=@4@9)$790T!GA M"`8Y"+](@7`S@_<,)A-BY!5HH&*:O&>1?(D9)!@`FT140"H5H2T8XHZ1JWB%E9`HK3)^1SQV1A@8#GT MUROM^`4-5TNLB!8J2JTV4&-`;44F9:M9#!1B[A0&432P0,/>?-/_$(,7(@&U MQ0QZ]RV#WH)#84S<)N]0YF5)C#.1,DOP0.9G8)@!`^,F(Q%&3CR%H04LM)1N M.BVSX!)(VCUY40@NLYR..BVUH/W3"IR7_(^35-)(.Q-MTP@FD`1/ MR2.0/`)(1Q,4=@I%S@%0RE+NYB[0%E=TX0455R21!!+DEX_$"F34^/@4XK-0 M_OCN]C(:)R+0<1I![">"``!B4/R(`@`!`+``$ MD<"\,C:0!/G&&=!H0+L$H$9P,&:K`0@@``V@ M2``0B!^:S.,6N-@%+G:XBUVLHA6N:(40_X?8"E7HL(='M$4^-A+`@FP,81,A M(6'J52W"_(8@U8-000B&/X)88%;^*$V^"*(`PNP/71$3B'L`0!]7`>!<)%-' M83K6FXN!<2!9O$!!)#B8Z0WD6:H:B#U"H:W"7`!_U.H5?'H%@.P))%P`H``: M0UBR9Q2F.Q:QI,`2.1`$F-&)%2O(@QIT$5M-A!33&)`Q5`,Q9"Q0)+IS$ MJF[]VH[&X(18S/4UQ$@"U,1*V)!$!D9_78P.5)37QNZ$)%Y@0V(5DXTY88EU M02%)D79R&;:M!`F+FJQ9:/&$R\CL,DB8S!1@)K.86<$1$^&'9UI+I2K-X%2T M!;)!W_@6!16@-"++*$$3^H:#O=T`MP6"Q0JP$`6MX$`+6TL)E;00%JU0,N4O91A3J!+@OB!2DZ$5O>8%2L_."]+Q1"`H-N`%>IKBA2UO" MW40.H04SE$DS%%G!XP@1D7,\`QK.0$4J%LQ@5#A8P0Q.!2J>`3+PRN,8RH!T5`49@K&J09N02`!>H[$1FD-[U%$,=$ M@D$$*7`AO3]^04>::$>DG(,3%A``/?]SEXL>S.$-;)##'+;0)I]L80UO@(.6 MMZSE.(CA&$1_H#'._(<#WJ0@P8C\0(+YF$1(E\,*5GDQ$/S<`(7A$`?$Z$#"5*` M@DY[V@1XT`L(;*`"/UQ$GH2)IA,EN9%0>$`3!'0C/`T"BB<"@`'CB@DG4C68 M!C!'0]WXQ3*&36QB$V.)$G$',9A1;&8O@QG"*`=&T%&8514$F;,6R"F:P6+A MG`(`":"&O0;39G](F$'F,L4I*.F/5#K4'X7T)3I,`4SA$`P`_4*6+J4Y&%20 M`A3VR_8?IUG_DUZL@`DWCD(0NC&1:@CAQE:``@N$H1%;`^``"5"``B`VF%-) MI`.$(>$9!4(87P[$/KTTR&H`8&V"A'/?_M"`80B`@4U8@!/7&0RV>N7B@T7( M(+`TYED*@7`N&/WH2P!T3QZMJW5W!'$#L%0;6'2'`L`),P!-9]P?D;RT1*>*=ZBX6",K#_LC!_X`*98Z^ M6*YM_4T3$F;)`ND$822/QD9B1(H`$+I!9`[/!V4G(KP&P/0P,)@9HRR+``A] M138^D&<.AM6,E+5!LH\1=&,@(G+4G^XUX0%1)"Q4`$N[+4TV1XN8HO$#,4H1 M07561Q#=!@"_1A"U,A@C&,!NLO=%Z%<*K'=K0'AF$4`!]W>( CBS$-SN`,5HB)GOB)H!B*HCB*I%B*IGB*J)B*JKB**!,0`#L_ ` end
-----END PRIVACY-ENHANCED MESSAGE-----