-----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, VyFRAsRDhnsOJx2gXBaZrZgmTtU3raQajAzcblVEDL8ep75qcqmNwg64pjpbTBfF xcoCu+vcy8csLZISw7dcDw== 0000065984-97-000021.txt : 19970326 0000065984-97-000021.hdr.sgml : 19970326 ACCESSION NUMBER: 0000065984-97-000021 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970325 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: POS AMC SEC ACT: 1935 Act SEC FILE NUMBER: 070-08839 FILM NUMBER: 97562885 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 POS AMC 1 File No. 70-8839 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post Effective Amendment No. 2 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, President Vice President and 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 1 is amended to add the following sentence after the first sentence of paragraph 1.12: 1.12 In addition, the Company states that upon each issuance of the Common Stock pursuant to the Plan, the requirements of Rule 53 and Rule 54 will be satisfied. Item 6Exhibits and Financial Statements Item 6 is amended to include the following: *C-2 Registration Statement and Post Effective Amendment No. 1 to Registration Statement on Form S-3 relating to the Entergy Corporation Dividend Reinvestment and Stock Purchase Plan and the additional shares of common stock (filed in File No. 333-22007) F-2 Opinion of Ann G. Roy, Esq. Senior Attorney, Corporate & Securities, Entergy Services, Inc. *Incorporated by reference as indicated 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: March 25, 1997 EX-5 2 Exhibit F-2 New Orleans, Louisiana March 25, 1997 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 an additional 20,000,000 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, ( the "Securities Act") with respect to the Plan (Registration No. 333- 02503) (the "1996 Registration Statement"), Registration Statement and Post Effective Amendment No. 1 filed on Form S-3 pursuant to the Securities Act, (Registration No. 333-22007) (the "1997 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 and related orders shall have been granted and permitted to become effective in accordance with the applicable provisions of the Act; (b) the 1996 Registration Statement and the 1997 Registration Statement pursuant to which the Common Stock has been registered under the Securities Act, shall have been duly filed and 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 and the 1996 Registration Statement and 1997 Registration Statement with respect thereto have been filed, become and remain 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/ Ann G. Roy Ann G. Roy Corporate and Securities Entergy Services, Inc. -----END PRIVACY-ENHANCED MESSAGE-----