-----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, PZs69KakeDEi2E+KMhIhrtpGW5F9NUBNt/CJYOq50gFqBE6yh45aUaY4HFXOQBJI KRo4Cs50CT7Mv0FzmLm96Q== 0000065984-96-000132.txt : 19960816 0000065984-96-000132.hdr.sgml : 19960816 ACCESSION NUMBER: 0000065984-96-000132 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960815 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: 35-CERT SEC ACT: 1935 Act SEC FILE NUMBER: 070-08010 FILM NUMBER: 96615609 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 35-CERT 1 UNITED STATES OF AMERICA BEFORE THE SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. * * * * * * * * * * * * * * * * * In the Matter of * * ENTERGY CORPORATION * CERTIFICATE ENTERGY ENTERPRISES, INC. * PURSUANT TO RULE 24 * File No. 70-7851 * File No. 70-8002 * File No. 70-8010 * File No. 70-8105 * * (Public Utility Holding Company * Act of 1935) * * * * * * * * * * * * * * * * * * Pursuant to Rule 24 promulgated by the Securities and Exchange Commission (SEC) under the Public Utility Holding Company Act of 1935, as amended (Act), modified by the application(s) - declaration(s), as amended, in the above referenced files and the related orders dated July 25, 1991, December 14, 1992(2), December 28, 1992, July 8, 1993, and June 30, 1995, respectively, this is to certify that the following transactions were carried out during the three (3) months ended June 30, 1996 by Entergy Enterprises, Inc. (formerly Electec, Inc.) pursuant to the authorization of the SEC. Programs Authorized Pursuant to the Orders, Entergy Enterprises, Inc. (Enterprises) is authorized to (a) conduct preliminary development activities with respect to various investment opportunities for the Entergy System, (b) market to non- associates the System's expertise and capabilities in energy- related areas, including the expertise of Entergy Power, Inc. (EPI) gained from its bulk power business, (c) market to non- associates intellectual property developed by System companies, (d) provide various consulting, management, administrative and support services to associate companies, excluding certain associate companies (Excluded Companies), (e) provide directly, or indirectly through one or more special purpose subsidiary companies of Entergy Corporation or Enterprises, various operations and maintenance services to non-associate or associate companies (other than Excluded Companies), and (f) develop and field test a proposed telecommunications system for advanced energy management and other utility applications. During the quarter, Enterprises participated in the following: I. Preliminary Development Activities During the quarter, Enterprises has been engaged in preliminary development activities relating to investigating sites, research, contract drafting and negotiations, acquiring options or rights, partnership selection and other activities necessary to identify and analyze investment opportunities for Entergy. These development activities include domestic and international opportunities. During the quarter, Enterprises expended $3,505,165 for preliminary development activities associated with potential investments that would qualify as "exempt wholesale generators" (EWG's) under Section 32(a) of the Act. In addition, Enterprises expended $1,226,032 for preliminary development activities associated with potential investments that would qualify as "foreign utility companies" under Section 33 of the Act. Enterprises also expended $518,148 for preliminary development activities associated with potential investments that would qualify as "nonutility business." Finally, Enterprises expended $137,989 and $251,944 for preliminary development activities associated with demand side management activities and non-exempt domestic wholesale generating and transmission facilities, respectively. II. Management Services Provided to Associate Companies Enterprises provided certain management and support services to its associate companies, EPI, Entergy S.A., Entergy Argentina S.A.,Entergy Argentina S.A. Ltd., Entergy Integrated Solutions, Inc. (EIS) (formally Entergy Systems and Service, Inc.), Entergy Power Development Corporation, Entergy Power Development International Corporation, Entergy Pakistan, Ltd., Entergy Power Edegel, Inc., Entergy Power Holding I, Ltd. and Entergy Richmond Power Corporation. Enterprises charged these companies for costs incurred plus an indirect loading based upon current month Enterprises administrative charges. In regard to EPI ($330,082.04), these services included marketing of EPI capacity and energy to other utilities at wholesale, preparation of contracts and regulatory filings, oversight of plant operations and maintenance by plant operators, and procurement of transmission services. In regard to EIS ($79,776.76), Entergy Power Development Corp. ($4,806,764.26), Entergy Power Development International Corp. ($1,203,527.99), Entergy Pakistan Ltd. ($29,387.97), Entergy Power Edegel, Inc. ($1,102,198.44), Entergy Power Holding I, Ltd. ($4,106.67) and Entergy Richmond Power Corp. ($29,980.20), these services were related to management oversight and project development. III. Consulting Activities with Non-Associate Companies Enterprises, under contract with Louisiana Hydroelectric Ltd. Partnership, continues to provide an array of technical services/support for a hydro electric transmission line project. Certain Entergy Services, Inc. personnel are providing the services. The Louisiana Hydroelectric Ltd. Partnership was charged $14,183 for services rendered during this quarter. IV. First Pacific Networks, Inc. Transactions A. Description of Progress in Development and Field Testing of CCLM/AFS As previously reported, Enterprises concluded its CCLM testing program and does not intend to resume testing of CCLM dedicated systems in the foreseeable future. However, consistent with Enterprises' authorization to engage in preliminary development activities, Enterprises continues to investigate other utility and energy related applications of communications technologies, including automated meter reading, power outage reporting and consumer accessible information such as real-time meter information and bill estimation systems. Amounts expended by Enterprises in connection with such preliminary development activities are reported as "nonutility business" related expenses under Item "1" above. B. Costs and Revenues Re: CCLM Total costs incurred by Enterprises in connection with CCLM during the three-month period ending June 30, 1996, were $ 25,630 (consisting solely of costs incurred in removing equipment installed to field test CCLM). V. Formation and Capitalization of O&M Subsidiaries. During the quarter, Entergy acquired 1,000 shares of the common stock of Entergy Power Operations Corporation (EPOC), a Delaware corporation, for a total purchase price of $10, and made an additional capital contribution to EPOC of $499,990 pursuant to Rule 45(b). EPOC used the proceeds of such stock sale and capital contribution to acquire 10 shares of the capital stock of Entergy Power Operations Holdings, Ltd. (EPOH), a Cayman Islands corporation, for a total purchase price of $10, and to make an additional capital contribution to EPOH of $499,990. Each of EPOC and EPOH were organized as "O&M Subsidiaries" pursuant to the Commission's order dated June 30, 1995 in File No. 70-8105. In addition, during the quarter, Entergy Power Development Corporation acquired 100 shares of the capital stock of Entergy Power Operations Holdings II, Ltd. (EPOHII), a Cayman Islands corporation, for a total purchase price of $100, and made an additional capital contribution to EPOH II of $24,900. EPOH and EPOH II own 95% and 5%, respectively, of the outstanding capital stock of Entergy Power Operations Pakistan LDC (EPOP), a limited duration company organized under Cayman Islands law and an EWG under Section 32(a) of the Act. EPOP was organized to engage exclusively in the business of providing operations and maintenance services (O&M Services), at a market price, to Liberty Power Ltd., a non-associate company which is developing an electric generating facility in Pakistan. EPOP did not provide any O&M Services during the quarter. VI. Financing, Amortization and Financial Statements During the three months ended June 30, 1996: A. Enterprises incurred amortization expenses relating to the organization of EIS in the amount of $6,307. B. Enterprises' unaudited unconsolidated Balance Sheet and unconsolidated Income Statement for the six month period ended June 30, 1996 are included as Exhibit 1. IN WITNESS WHEREOF, the undersigned companies have caused this certificate to be executed on this 14th day of August, 1996. ENTERGY CORPORATION By: /s/ Gerald D. McInvale Gerald D. McInvale Executive Vice President & Chief Financial Officer ENTERGY ENTERPRISES, INC. By: /s/ Robert J. Cushman Robert J. Cushman Vice President _______________________________ The Excluded Companies are Entergy's retail operating companies (Entergy Arkansas Inc., Entergy Louisiana Inc., Entergy Mississippi Inc., Entergy New Orleans Inc. and Entergy Gulf States Inc.), System Energy Resources, Inc., System Fuels, Inc., Entergy Operations, Inc., Entergy Services, Inc., and any other subsidiaries that Entergy may create whose activities and operations are primarily related to the domestic sale of electric energy at retail or at wholesale to affiliates or the provision of goods or services thereto. EX-99 2
ENTERGY ENTERPRISES, INC. UNCONSOLIDATED BALANCE SHEET AS OF JUNE 30, 1996 (UNAUDITED) ASSETS PROPERTY Furniture and Equipment $ 1,877,712.19 Intangible Assets 138,464.28 ------------------- Total Property 2,016,176.47 ------------------- INVESTMENTS Investment in FPN 3,859,278.76 Investment in Entergy SASI, Inc. 149,200,000.00 Earnings from Entergy SASI, Inc. (60,607,989.97) Other Investments 90.36 Special Deposits 30,000.00 ------------------- 92,481,379.15 ------------------- CURRENT & ACCRUED ASSETS Cash 1,258,595.05 Working Funds/Travel Advances 91,750.00 Temporary Cash Investments 0.00 Accounts Receivable 36,988.02 Accounts Receivable - Associated Companies 15,202,980.67 Accrued Interest 931.17 ------------------- Total Current and Accrued Assets 16,591,244.91 ------------------- DEFERRED DEBITS Accumulated Deferred Income Tax-Fed & State 7,573,204.56 Miscellaneous Deferred Debits (839,995.95) ------------------- Total Deferred Debits 6,733,208.61 ------------------- Total Assets $ 117,822,009.14 ===================
ENTERGY ENTERPRISES, INC. UNCONSOLIDATED BALANCE SHEET AS OF JUNE 30, 1996 (UNAUDITED) CAPITAL Common Stock $ 54,400,000.00 Miscellaneous Paid-in Capital 135,700,000.00 Retained Earnings (82,294,471.83) ---------------- Total Capital 107,805,528.17 ---------------- LIABILITIES CURRENT & ACCRUED LIABILITIES Accounts Payable 1,056,030.24 Accounts Payable to Associated Companies 270,418.64 Taxes Accrued 1,100,353.96 Tax Collections Payable (526,931.88) Miscellaneous Current & Accrued Liabilities 3,075,194.73 ---------------- Total Current & Accrued Liabilities 4,975,065.69 ---------------- DEFERRED CREDITS Other Deferred Credits 5,041,415.28 ---------------- Total Deferred Credits 5,041,415.28 ---------------- Total Liabilities 10,016,480.97 ---------------- Total Capital & Liabilities $ 117,822,009.14 ================
ENTERGY ENTERPRISES, INC. UNCONSOLIDATED INCOME STATEMENT SIX MONTHS ENDED JUNE 30, 1996 (UNAUDITED) REVENUE Services Rendered Non-Associates $ 75,082.34 Services Rendered Associates 9,827,168.55 Equity in Earnings of Subsidiaries (13,903,926.52) Interest Income 108,356.28 Miscellaneous Income 26,706.00 --------------------- Total Revenue (3,866,613.35) --------------------- EXPENSES Salaries, Wages and Benefits 7,295,960.94 Outside Services 3,533,667.96 Rent 696,628.92 Administrative and General 3,520,010.49 Active Development Credit (1,954,818.84) Insurance 65,101.00 Directors' Fees and Expenses (6,640.00) --------------------- Total Administrative and General Expense 13,149,910.47 --------------------- Taxes Other Than Income 30,001.40 Depreciation and Amortization 419,308.92 Amortization of SASI Organization Costs 12,613.61 Amortization of FPN Organization Costs 0.00 Miscellaneous Expenses 10,051.95 --------------------- Total Expenses 13,621,886.35 --------------------- Interest Expense 0.00 --------------------- Income (Loss) Before Income Taxes (17,488,499.70) Income Taxes - Federal (639,971.29) Income Taxes - State (Benefit) (127,114.24) Provision for Deferred Income Taxes - Federal (508,336.54) Provision for Deferred Income Taxes - State (100,968.30) --------------------- Net Income (Loss) $ (16,112,109.33) =====================
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