-----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, K/wmLgQ+inz+peXM06LTcuALVEtFVNKaGRqUaovEGqz3BTE2QMZ0C0ukakRZkez1 +9OQ6ZJs9Y2S/ojGm5pCzg== 0000065984-96-000064.txt : 19960418 0000065984-96-000064.hdr.sgml : 19960418 ACCESSION NUMBER: 0000065984-96-000064 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960417 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: U-1/A SEC ACT: 1935 Act SEC FILE NUMBER: 070-08839 FILM NUMBER: 96547767 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 U-1/A 1 File No. 70-8839 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to the 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 offices) ___________________________________ Entergy Corporation (Name of top registered holding company parent of each applicant or declarant) ___________________________________ Edwin Lupberger William J. Regan, Jr. Chairman of the Board, Vice President and President Treasurer and Chief Executive Officer Entergy Corporation Entergy Corporation 639 Loyola Avenue 639 Loyola Avenue New Orleans, LA 70113 New Orleans, LA 70113 (Names and addresses of agents for service) ___________________________________ The Commission is also requested to send copies of any communications in connection with this matter to: Laurence M. Hamric, Esq. Ann G. Roy, Esq. Entergy Services, Inc. 639 Loyola Avenue New Orleans, LA 70113 Item 6 is amended in its entirety as follows: Item 6. Exhibits and Financial Statements. (a) Exhibits: *A-1 Certificate of Incorporation of Entergy Corporation dated December 31, 1993 (Exhibit A-1(a) to Rule 24 Certificate in 70-8959). *A-2 Bylaws of the Company effective August 25, 1992 and as presently in effect (Exhibit A-2(a) to Rule 24 Certificate in 70-8959). *B-1 The Entergy Corporation Dividend Reinvestment and Stock Purchase Plan (contained in Registration Statement No. 333-02503 filed as Exhibit C-1 hereto). *C-1 Registration Statement No. 333-02503 relating to the Entergy Corporation Dividend Reinvestment and Stock Purchase Plan. F-1 Opinion of Laurence M. Hamric, Esq., General Attorney, Corporate & Securities, Entergy Services, Inc. *H-1 Suggested form of Notice of Proposed Transaction in the Federal Register (Filed previously in file No. 70-8839). * Incorporated by reference. SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned company has duly caused this Application/Declaration to be signed on its behalf by the undersigned thereunto duly authorized. ENTERGY CORPORATION By: /s/William J. Regan, Jr. William J. Regan, Jr. Vice President and Treasurer Dated April 16, 1996 EX-23 2 Exhibit F-1 New Orleans, Louisiana April 16, 1996 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Ladies and Gentlemen: Entergy Corporation, a Delaware corporation (the "Company"), a registered holding company under the Public Utility Holding Company Act of 1935, as amended, (the "Act") proposes to issue and sell up to 10,000,000 shares of its authorized but unissued common stock, par value $.01 per share ("Common Stock") pursuant to the Entergy Corporation Dividend Reinvestment and Stock Purchase Plan (the "Plan"). In this connection, I have examined the Certificate of Incorporation of the Company, the bylaws of the Company, each as amended, the Plan documents, the description of the Plan contained in the Registration Statement filed on Form S- 3 pursuant to the Securities Act of 1933, as amended, with respect to the Plan (Registration No. 333-02503) (the "Registration Statement") and other such documents, certificates and corporate records, and such matters of law, as I have deemed necessary for the purpose of rendering this opinion. Based upon the foregoing, I am of the opinion that: 1. The Company is a corporation validly organized and existing under the laws of the State of Delaware. 2. All actions necessary to make valid the issuance and sale by the Company of the Common Stock pursuant to the Plan described above will have been taken when: (a) the Application-Declaration shall have been granted and permitted to become effective in accordance with the applicable provisions of the Act; (b) the Registration Statement pursuant to which the Common Stock has been registered under the Securities Act of 1933, as amended, shall have been duly filed and has become effective; and (c) all appropriate final action shall have been taken by the board of directors, or duly appointed committee thereof, and/or an authorized officer of the Company with respect to the proposed transactions. 3. When the foregoing steps have been taken and assuming (i) the proposed transaction is consummated in accordance with the Application- Declaration and related orders of the Commission, (ii) the Common Stock is duly registered under the Securities Act of 1933, as amended, and the Registration Statement with respect thereto has been filed, becomes and remains effective, (iii) the Board of Directors of the Company, or duly appointed committee, and/or an authorized officer, shall have authorized the issuance and sale of the Common Stock pursuant to and in accordance with the Plan, (iv) the Common Stock upon issuance is duly credited to the Plan participants by the administrator of the Plan, (v) with respect to the certificated shares of Common Stock issued pursuant to the Plan, the certificates representing those shares have been duly executed, countersigned, and registered and delivered, and (vi) the consideration therefore shall have been duly received and accepted by the Company: (a) all state laws that relate or are applicable to the proposed transaction (other than so called "blue-sky" laws or similar laws upon which I do not pass herein) will have been complied with; (b) the Common Stock will be validly issued, fully paid and non-accessible, and the holders thereof will be entitled to the rights and privileges appertaining thereto set forth in the Company's Certificate of Incorporation, as amended; and (c) the consummation of the proposed transaction by the Company will not violate the legal rights of the holders of any securities issued by the Company. I consent to the filing of this opinion as an exhibit to the Application-Declaration. Very truly yours, /s/ Laurence M. Hamric Laurence M. Hamric Corporate and Securities Entergy Services, Inc. -----END PRIVACY-ENHANCED MESSAGE-----