As filed with the Securities and Exchange Commission on January 18, 2000.
Registration No. 333-93683
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_____________________________
ENTERGY LOUISIANA, INC.
(Exact name of registrant as specified in charter)
State of Louisiana 72-0245590
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification Number)
organization)
4809 Jefferson Highway
Jefferson, Louisiana 70121
(504)-560-2734
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Jerry D. Jackson Steven C. McNeal
President and Chief Vice President and Treasurer
Executive Officer Entergy Louisiana, Inc.
Entergy Louisiana, Inc. 639 Loyola Avenue
4809 Jefferson Highway New Orleans, Louisiana 70113
Jefferson, Louisiana 70121 (504) 576-4363
(504) 560-2734
Denise C. Redmann, Esq. John Hood, Esq.
Entergy Services, Inc. Thelen Reid & Priest LLP
639 Loyola Avenue 40 West 57th Street
New Orleans, Louisiana 70113 New York New York 10019
(504) 576-2272 (212) 603-2140
(Names, addresses, including zip codes, and telephone numbers,
including area codes, of agents for service)
________________________________
Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement becomes
effective when warranted by market conditions and other factors.
________________________________
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or reinvestment plans,
check the following box. [X]
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. [ ]
_______________
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
[ ] ______________
If delivery of the prospectus is expected to be made
pursuant to Rule 434, check the following box. [ ]
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Each
Initial Additional
Sale Sale
Filing Fees-Securities and Exchange Commission:
Registration Statement $ 115,104 $ N/A
*Rating Agencies' fees 25,000 25,000
*Trustees' fees 2,500 2,500
*Fees of Company's Outside Legal Counsel:
Thelen Reid & Priest LLP 50,000 30,000
*Fees of Entergy Services, Inc. 35,000 25,000
*Accounting fees 12,000 6,000
*Printing and engraving costs 25,000 15,000
*Miscellaneous expenses (including blue-sky expenses) 20,000 15,000
---------- --------------
*Total Expenses $ 284,604 $ 118,500
___________________ ========== ==============
* Estimated
Item 15. Indemnification of Directors and Officers.
Entergy Louisiana, Inc. (the "Company") has insurance
covering its expenditures that might arise in connection with its
lawful indemnification of its directors and officers for certain
of their liabilities and expenses. Directors and officers of the
Company also have insurance that insures them against certain
other liabilities and expenses. The corporation laws of
Louisiana permit indemnification of directors and officers in a
variety of circumstances, which may include liabilities under the
Securities Act of 1933, as amended (the "Securities Act"), and
under the Company's Amended and Restated Articles of
Incorporation. Its officers and directors may generally be
indemnified to the full extent of such laws.
Item 16. List of Exhibits.(1)
**1(a) Form of Underwriting Agreement for the First
Mortgage Bonds. (Filed as Exhibit 1(a) to the
Company's Registration Statement on Form S-3, File
No. 33-50937)
*1(b) Form of Underwriting Agreement for the Debt
Securities.
*3(a) Amended and Restated Articles of Incorporation.
*3(b) By-laws, as amended and as presently in effect as
of November 26, 1999.
**4(a) Mortgage and Deed of Trust, as amended by fifty-
four Supplemental Indentures (filed, respectively,
as the exhibits and in the file numbers
indicated: 7(d) in 2-5317 (Mortgage); 7(b) in 2-
7408 (First); 7(c) in 2-8636 (Second); 4(b)-3 in 2-
10412 (Third); 4(b)-4 in 2-12264 (Fourth); 2(b)-5
in 2-12936 (Fifth); D in 70-3862 (Sixth); 2(b)-7 in
2-22340 (Seventh); 2(c) in 2-24429 (Eighth); 4(c)-9
in 2-25801 (Ninth); 4(c)-10 in 2-26911 (Tenth);
2(c) in 2-28123 (Eleventh); 2(c) in 2-34659
(Twelfth); C to Rule 24 Certificate in 70-4793
(Thirteenth); 2(b)-2 in 2-38378 (Fourteenth); 2(b)-
2 in 2-39437 (Fifteenth); 2(b)-2 in 2-42523
(Sixteenth); C to Rule 24 Certificate in 70-5242
(Seventeenth); C to Rule 24 Certificate in 70-5330
(Eighteenth); C-1 to Rule 24 Certificate in 70-5449
(Nineteenth); C-1 to Rule 24 Certificate in 70-5550
(Twentieth); A-6(a) to Rule 24 Certificate in 70-
5598 (Twenty-first); C-1 to Rule 24 Certificate in
70-5711 (Twenty-second); C-1 to Rule 24 Certificate
in 70-5919 (Twenty-third); C-1 to Rule 24
Certificate in 70-6102 (Twenty-fourth); C-1 to Rule
24 Certificate in 70-6169 (Twenty-fifth); C-1 to
Rule 24 Certificate in 70-6278 (Twenty-sixth); C-1
to Rule 24 Certificate in 70-6355 (Twenty-seventh);
C-1 to Rule 24 Certificate in 70-6508 (Twenty-
eighth); C-1 to Rule 24 Certificate in 70-6556
(Twenty-ninth); C-1 to Rule 24 Certificate in 70-
6635 (Thirtieth); C-1 to Rule 24 Certificate in 70-
6834 (Thirty-first); C-1 to Rule 24 Certificate in
70-6886 (Thirty-second); C-1 to Rule 24 Certificate
in 70-6993 (Thirty-third); C-2 to Rule 24
Certificate in 70-6993 (Thirty-fourth); C-3 to Rule
24 Certificate in 70-6993 (Thirty-fifth); A-2(a) to
Rule 24 Certificate in 70-7166 (Thirty-sixth); A-
2(a) in 70-7226 (Thirty-seventh); C-1 to Rule 24
Certificate in 70-7270 (Thirty-eighth); 4(a) to
Quarterly Report on Form 10-Q for the Quarter ended
June 30, 1988 in File 1-8474 (Thirty-ninth); A-2(b)
to Rule 24 Certificate in 70-7553 (Fortieth); A-
2(d) to Rule 24 Certificate in 70-7553 (Forty-
first); A-3(a) to Rule 24 Certificate in 70-7822
(Forty-second); A-3(b) to Rule 24 Certificate in 70-
7822 (Forty-third); A-2(b) to Rule 24 Certificate
in 70-7822 (Forty-fourth); A-3(c) to Rule 24
Certificate in 70-7822 (Forty-fifth); A-2(c) to
Rule 24 Certificate in 70-7822 (Forty-sixth); and A-
3(d) to Rule 24 Certificate in 70-7822 (Forty-
seventh); A-3(e) to Rule 24 Certificate dated
December 21, 1993, in File No. 70-7822 (Forty-
eighth); A-3(e) to Rule 24 Certificate dated August
1, 1994, in File No. 70-7822 (Forty-ninth); A-4(c)
to Rule 24 Certificate dated September 1994 in File
No. 70-7653 (Fiftieth); A-2(a) to Rule 24
Certificate dated April 4, 1996 in File No. 70-8487
(Fifty-first) and A-2(a) to Rule 24 Certificate
dated April 3, 1998 in File No. 70-9141 (Fifty-
second); A-2(b) to Rule 24 Certificate dated April
9, 1999 in File No. 70-9141 (Fifty-third); and A-
3(a) to Rule 24 Certificate dated July 9, 1999 in
File No. 70-9141 (Fifty-fourth)).
**4(b) Form of Supplemental Indenture for the First
Mortgage Bonds.(Filed as Exhibit 4(b) to the
Company's Registration Statement on Form S-3, File
No. 33-50937)
Form of Indenture for Debt Securities.
*4(c)
Form of Officer's Certificate for Debt Securities.
*4(d)
Opinion of Denise C. Redmann, Esq., Senior Counsel
*5(a) - Corporate and Securities of Entergy Services,
Inc., as to the legality of the securities being
registered.
Opinion of Thelen Reid & Priest LLP, New York
*5(b) counsel for the Company, as to the legality of the
securities being registered.
**12(a) Computation of Ratios of Earnings to Fixed Charges
(filed as Exhibit 12(c) to the Company's Annual
Report on Form 10-K for the year ended December 31,
1998).
**12(b) Computation of Ratios of Earnings to Fixed Charges
(filed as Exhibit 99(c) to the Company's Quarterly
Report on Form 10-Q for the period ended September
30, 1999).
*23(a) Consent of Denise C. Redmann, Esq. (included in
Exhibit 5(a) hereto).
*23(b) Consent of Thelen Reid & Priest LLP (included in
Exhibit 5(b) hereto).
*23(c) Consent of PricewaterhouseCoopers LLP.
*24 Power of Attorney (included herein at page S-1).
*25(a) Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of Harris Trust
Company of New York, Corporate Trustee.
25(b) Form T-2 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of Mark F.
McLaughlin, Co-Trustee.
***25(c) Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of the Trustee
under the Indenture for Debt Securities.
(1) Reference is made to a duplicate list of exhibits being
filed as a part of this Registration Statement, which list,
in accordance with Item 102 of Regulation S-T of the
Commission, immediately precedes the exhibits being
physically filed with this Registration Statement.
* Previously filed.
** Incorporated herein by reference as indicated.
*** To be filed by amendment or pursuant to Trust Indenture Act
305(b)(2)
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
this Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability under
the Securities Act, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(5) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
(6) The undersigned registrant hereby undertakes to file an
application for the purpose of determining the eligibility of the
trustee to act under subsection (a) of Section 310 of the Trust
Indenture Act in accordance with the rules and regulations
prescribed by the Commission under Section 305(b)(2) of the Trust
Indenture Act.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New Orleans, State of
Louisiana, on the 18th day of January 2000.
ENTERGY LOUISIANA, INC.
By: /s/ Steven C. McNeal
Steven C. McNeal
Vice President and Treasurer
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 1 to the Registration Statement has been
signed by the following persons in the capacity set forth below
on January 18, 2000.
Signature Title Date
* Chairman of the Board, President January 18, 2000
Jerry D. Jackson and Chief Executive Officer
(Principal Executive Officer)
* Director, Executive Vice President January 18, 2000
C. John Wilder and Chief Financial Officer
(Principal Financial Officer)
* Vice President and January 18, 2000
Nathan E. Langston Chief Accounting Officer
(Principal Accounting Officer)
* Director January 18, 2000
Donald C. Hintz
* By: /s/ Denise C. Redmann
Denise C. Redmann
Attorney in Fact