-----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, LRs6U0v6BGLdIUlWFYxinp53y3UjJTn23KrK7P72Pq2t6heaG9AsroKb5/s2GtrN 3iMNe2CeWcchPYfKPTVcgg== 0000065984-99-000115.txt : 19991201 0000065984-99-000115.hdr.sgml : 19991201 ACCESSION NUMBER: 0000065984-99-000115 CONFORMED SUBMISSION TYPE: U-9C-3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 19991130 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-9C-3 SEC ACT: SEC FILE NUMBER: 074-00019 FILM NUMBER: 99765889 BUSINESS ADDRESS: STREET 1: 639 LOYOLA AVE CITY: NEW ORLEANS STATE: LA ZIP: 70113 BUSINESS PHONE: 5045295262 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-9C-3 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM U-9C-3 QUARTERLY REPORT PURSUANT TO RULE 58 For the Quarterly Period Ended September 30, 1999 ENTERGY CORPORATION (a Delaware corporation) 639 Loyola Avenue New Orleans, Louisiana 70113 Telephone (504) 529-5262 _________________________________________________________________ (Name of registered holding company and address of principal executive offices)
ITEM 1 - ORGANIZATION CHART Name of Energy or Percentage of reporting gas related Date of State of voting company company organization organization securities held Nature of business Entergy Energy May 17, 1995 Delaware a 100% Energy marketing Power related owned and brokering. Marketing business subsidiary of Corp. (EPMC) Entergy Corporation Entergy Energy November 3, Delaware a 100% Holding company Holdings, related 1997 owned investing in Inc. (EHI) business subsidiary of miscellaneous (f/k/a Entergy energy related Entergy Corporation companies. Business Solutions, Inc.) Entergy Energy January 28, Delaware a 100% Production, sale, Thermal, LLC related 1999 owned and distribution (Entergy business subsidiary of of thermal energy Thermal) EHI products. Entergy Energy January 28, Delaware a 100% Energy management Business related 1999 owned services. Solutions, business subsidiary of LLC (EBS) EHI Entergy Energy February 25, Delaware a 100% Holding company Power related 1999 owned investing in Holdings USA business subsidiary of qualifying Corporation Entergy facilities. (EPH) (new)* Corporation Entergy Energy February 25, Delaware a 100% Development and Power RS related 1999 owned ownership of Corporation business subsidiary of qualifying (EPRS) EPH facilities. (new)*
EPMC Activities During the quarterly period ended September 30, 1999, EPMC engaged in the business of brokering and marketing of energy commodities, including but not limited to electricity, natural or manufactured gas, and other combustible fuels. These services were provided to electric utilities, power marketers, electric and municipal cooperatives, and various other customers. EHI Activities During the quarterly period ended September 30, 1999, EHI acted as a holding company engaged in investment in energy related companies consistent with Rule 58. Entergy Thermal Activities During the quarterly period ended September 30, 1999, Entergy Thermal was engaged in the process of designing and constructing a heating and cooling district system in New Orleans, Louisiana. EBS Activities EBS is still in the formative stage of its business, and has generated immaterial revenue from energy management services as of the end of the quarterly period ended September 30, 1999. EPH Activities During the quarterly period ended September 30, 1999, EPH was inactive, but in the future intends to act as a holding company with respect to Entergy Corporation's proposed investments in "qualifying facilities" (QFs) under the Public Utility Regulatory Policies Act of 1978 (PURPA). EPRS Activities During the quarterly period ended September 30, 1999, EPRS was inactive, but in the future intends to engage in the development, acquisition and ownership of a 50% interest in RS Cogen LLC. RS Cogen LLC will develop, own and operate a 500 MW cogeneration facility in Louisiana which will be a QF under PURPA.
ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS Company Type of Principal Person to Collateral Consideration issuing security amount of Issue or Cost of whom security given with received for security issued security renewal capital was issued security each security EPH Common N/A Issue N/A Entergy Corp. N/A $1,000 Stock EPRS Common N/A Issue N/A EPH N/A $1,000 Stock
Company contributing Company receiving Amount of capital capital capital contribution None None N/A ITEM 3 - ASSOCIATE TRANSACTIONS Part I - Transactions Performed by Reporting Companies on Behalf of Associated Companies Reporting Associate company company Types of Direct Indirect Total rendering receiving services costs costs Cost of amount services services rendered charged charged capital billed None None N/A -0- -0- N/A -0-
Part II - Transactions Performed by Associated Companies on Behalf of Reporting Companies Associate Reporting company company Types of Indirect Total amount rendering receiving services Direct costs costs Cost of billed services services rendered charged charged capital Entergy EPMC Professional $ 4,710,977 $ -0- N/A $4,710,977* Enterprises, services and Inc.(EEI) back office support. EEI EHI Same as above. $ 278,860 $ -0- N/A $ 278,860* EHI Entergy Same as above. $ 31,785 $ -0- N/A $ 31,785 Thermal EHI EBS Same as above. $ 125,356 $ -0- N/A $ 125,356 EOSI Entergy Administrative $ 11,358 $ -0- N/A $ 11,358 Thermal /Management services. *Includes Entergy Services, Inc. costs of $747,537 and $239,404 for services rendered indirectly through EEI to EPMC and EHI, respectively.
ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT Investments in energy-related companies: Total consolidated capitalization as of September 30, 1999 $15,336,119,000 Line 1 Total capitalization multiplied by 15% (line 1 multiplied by 0.15) 2,300,417,850 Line 2 Greater of $50 million or line 2 2,300,417,850 Line 3 Total current aggregate investment: Energy marketing and brokering (EPMC) 407,500,000 Energy related technical and similar services (EHI) 7,818,760 Development and ownership of QFs (EPH) 2,000 --------------- Total current aggregate investment* 415,320,760 Line 4 --------------- Difference between the greater of $50 million or 15% of capitalization and the total aggregate investment of the registered holding company system (line 3 less line 4) $1,885,097,090 Line 5 =============== * Excludes other investments of $2,500,000 included under Item 5 that are excluded from the calculation of "Aggregate Investment" under rule 58.
ITEM 5 - OTHER INVESTMENTS
Major line of energy- Other investment in Other investment in Reason for related business last U-9C-3 report this U-9C-3 report difference in other investment Energy marketing and $2,500,000* $2,500,000* N/A brokering (EPMC) * EPMC received an order from the Federal Energy Regulatory Commission on October 12, 1995 determining that EPMC was an exempt wholesale generator under Section 32 of the Act. On July 29, 1996, EPMC issued and sold 250 shares of common stock to Entergy Corporation for $2,500,000 pursuant to the financing exemption set forth in Section 32. EPMC withdrew its exempt wholesale generator status on March 24, 1997.
ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS A. Financial Statements Filed under confidential treatment pursuant to Rule 104(b). B. Exhibits 1. Certificate of filing of Form U-9C-3 for the 2nd Quarter of 1999 with interested state commissions and municipal regulator. 2. Memorandum of Understanding between Entergy Operations Services, Inc. and Entergy Thermal, LLC. SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Entergy Corporation By: /s/ Nathan E. Langston Nathan E. Langston Vice President and Chief Accounting Officer Dated: November 29, 1999 EX-99 2 Exhibit 1 EXHIBIT - CERTIFICATE OF FILING A conformed copy of Entergy Corporation's Form U-9C-3 for the quarter ended June 30, 1999, excluding the information contained in Item 6, part A, which was filed confidentially with the Securities and Exchange Commission under Rule 104(b), was filed with the following: Mary W. Cochran, Esq. Norma K. Scogin, Esq. Arkansas Public Service Commission Texas Attorney General's Office 1000 Center Street 300 West 15th Street/10th Floor Little Rock, AR 72201 Austin, TX 78701 Lawrence C. St. Blanc, Secretary Sherry A. Quirk, Esq. Louisiana Public Service Commission Verner, Liipfert, Bernhard, Post Office Box 91154 McPherson and Hand Baton Rouge, LA 70821-9154 901 15th Street, NW / Suite 700 Washington, DC 20005-2301 William Bruce McKinley, Esq. Frank Spencer, Esq. Mississippi Public Service Commission Assistant Attorney General Walter Sillers State Office Building Mississippi Attorney General's 550 High Street / 19th Floor Office Jackson, MS 39215 Post Office Box 22947 Jackson, MS 39225 George W. Fleming, Esq. Mr. James Galloway, Filing Clerk Mississippi Public Utilities Staff Central Records - PUCT Post Office Box 1174 1701 N. Congress Jackson, MS 39215 Austin, TX 78711 Ms. Jacquelyn M. Frick, Director Hon. Emma J. Williams, Clerk of Council City Council Utilities City of New Orleans Regulatory Office Room 1E04, City Hall Room 6E07, City Hall 1300 Perdido Street 1300 Perdido Street New Orleans, LA 70112 New Orleans, LA 70112 Entergy Corporation By: /s/ Nathan E. Langston Nathan E. Langston Vice President and Chief Accounting Officer Dated: November 29, 1999 EX-99 3 EXHIBIT 2 MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding ("MOU") is entered into effective as of the last date of execution as set forth below (the "Effective Date") and sets forth the understanding between Entergy Operations Services, Inc. (hereinafter referred to as "EOSI") and Entergy Thermal, L.L.C ("ETLLC") regarding the project planning and development, general management, and other administrative services to be performed by EOSI relating to Entergy Thermal's District Energy System currently under development in New Orleans (the "System") 1) It is the intent of EOSI and ETLLC to enter into a contract (the "Contract") whereby EOSI will perform certain project planning, development, management, and other administrative services (the "Services") relating to ETLLC development and operations of the System. 2) EOSI and ETLLC shall enter into good faith negotiations in order to produce the Contract, on terms and conditions acceptable to each party in its discretion. 3) Both parties shall sign the Contract within 90 days after the Effective Date (the "Contract Deadline"). 4) If the Contract is not fully executed on or prior to the Contract Deadline, this MOU shall be of no further force or effect, except that ETLLC shall be obligated to pay EOSI's reasonable costs (the "Pre-Contract Costs"), subject to the terms and conditions set forth below, of performing the Pre-Contract Services (defined below) within thirty (30) days after receipt of invoice from EOSI. 5) If the Contract is fully executed on or prior to the Contract Deadline, this MOU shall be of no further force or effect, and any unpaid Pre-Contract Costs shall be paid within thirty (30) days after receipt of invoice from EOSI. 6) Each party's obligations under this MOU and the Contract, if executed, are subject to and shall be governed by any and all applicable provisions of the Public Utility Holding Company Act of 1935, including without limitation, the requirement thereunder that EOSI provide services to ETLLC at cost, without profit or other mark-up. 7) Prior to the execution of the Contract, EOSI may, as requested by ETLLC, assist in the following types of activities ("the Pre-Contract Services"): a) Developing a capital improvement plan for the Charity Hospital District Energy plant. b) Developing System operating policies, processes, and procedures to include maintenance, operations, and environmental processes and policies. c) Establishing customer interface processes. d) Developing safety processes and procedures. e) Develop System performance reporting. f) Developing various business systems such as billing processes. g) Developing System staffing plans, including position descriptions, and hiring criteria/screening criteria. h) Establishing System staff training and development programs. i) Working with NOVA/TIC and other System contractors to ensure a smooth transition from construction to operations. 8) The Pre-Contract Costs will be billed on an at-cost basis. Detail support documentation will accompany all invoices submitted by EOSI to ETLLC. Any services to be performed by EOSI personnel must be approved by ETLLC before the services are provided. Additional expenses will be limited to EOSI's reasonable out-of-pocket expenses as well as agreed allocations of overhead-type costs related to performance of the Pre-Contract Services. EOSI will not incur costs on behalf of ETLLC that exceed the monthly amounts indicated in the monthly 1999 EOSI Operations and Maintenance budget, a copy of which is attached hereto as Attachment A without prior written approval from ETLLC. 9) The Services set forth in the Contract, if executed, shall contain services similar to the activities identified in the "Scope of Work" which is attached hereto as Attachment B. Notwithstanding the foregoing, the parties shall not be bound by the Scope of Work set forth in Attachment B and specifically agree that certain services may be added thereto or excluded therefrom in the course of negotiating the Contract. The parties further specifically agree that the Services shall be negotiated on such terms and conditions as to ensure that ETLLC complies with all of its third-party contractual obligations.10. . APPROVED AND ACCEPTED ON BEHALF OF ENTERGY OPERATIONS SERVICES, INC. By: ___________________________________ Title: ___________________________________ Date: ___________________________________ APPROVED AND ACCEPTED ON BEHALF OF ENTERGY THERMAL, L.L.C. By: ___________________________________ Title: ___________________________________ Date: ___________________________________ ATTACHMENT A 1999 EOSI Operations and Maintenance Budget Jul-99 Aug-99 Sep-99 Oct-99 Nov-99 Dec-99 Plant Manager 6,667 6,667 6,667 6,667 6,667 6,667 Incentive Amortization 1,000 1,000 1,000 1,000 1,000 1,000 Payroll Taxes 7.7% 590 590 590 590 590 590 Benefits $9,360/Employee/Year 780 780 780 780 780 780 O&M Gen. And Admin. (EOSI) 8,333 8,333 8,333 8,333 8,333 8,333 Mobilization/Startup (EOSI) 16,667 16,667 16,667 16,667 16,667 16,667 ---------------------------------------------- Total Pre Contract Cost 34,037 34,037 34,037 34,037 34,037 34,037 ---------------------------------------------- ATTACHMENT B SCOPE OF WORK Mobilization Items Delivery Dates Assist ETLLC in meeting all of ETLLC's contractual obligations related to O&M of the System. Ongoing Develop, for approval, a capital improvement plan for the Charity plant related to modifications, operations, & maintenance of the facility. 8/99 Develop job descriptions on all System personnel. 11/99 Participate in the staffing decisions on all System personnel to include transition plan for eventual personnel hired from the Charity plant & LSU central plant. 1/2000 Develop and maintain a training program for System staff. 1/2000 Develop and maintain System environmental compliance and communications policies and procedures. 2/2000 Develop and maintain an effective System safety program. 3/2000 Develop and maintain System contingency planning for uncontrollable events affecting delivery of steam, chilled water or interruptible electricity loss 3/2000 Develop and maintain detailed Operational Plans, Policies and Procedures for the System. 4/2000 Develop and maintain a System security policy and procedure. 4/2000 Develop and maintain Maintenance Plans, Policies, Procedures and Processes for the System. 5/2000 Develop and maintain System customer billing processes. 5/2000 Establish Customer Service interfaces/policies and procedures. 5/2000 Develop awareness of all connected and contracted customer load facilities. 6/2000 Develop Customer Service performance levels, response times, service standards, etc. 6/2000 Develop invoice & remittance processing procedures utilizing Entergy Corporate 6/2000 Systems. Oversee & Monitor System equipment testing and performance measures pre & post installation 7/2000 Operational Items: (May be included in EOSI/ETLLC contract agreement) - - Provide direction and supervision of ETLLC's employees and/or contractors for the day-to-day System operations. - - Develop and maintain System asset preservation Plans, Policies and Procedures. - - Assist ETLLC in developing the annual and long-term System expense budget. - - Assist ETLLC in developing the annual and long-term System capital budget. - - Develop, for approval, a set of System Performance indicators. - - Maintain key System process performance indicators and provide monthly and annual System performance reports to ETLLC. - - Manage employee performance management processes and procedures ETLLC System employees. - - Pre-approve plant O&M invoices for ETLLC's final approval. - - Order approved supplies/levels of supplies. - - Assist in sales initiatives on an as needed basis. - - Interface with customers and suppliers; promote good community relations. - - Facilitate owner's user group committee meetings held quarterly or on as needed basis. - - Maintain documentation control of turnover packages from contractors. - - Develop the outage maintenance schedule for approval. - - Implement approved maintenance outages. - - Utilize Louisiana Job Service and/or other venues to help ETLLC obtain optimal benefits from the Louisiana sales tax rebate program. - - Operate & maintain temporary District Energy services as required. - - Procure and maintain Assist ETLLC in procuring and maintaining required operating permits, licenses, and staff certifications. _______________________________ This Scope of Work covers following non-comprehensive list of work required to properly manage the operation and maintenance of ETLLC's System. -----END PRIVACY-ENHANCED MESSAGE-----