PROSPECTUS SUPPLEMENT
(To Prospectus dated January 25, 2001)
$75,000,000
Entergy Mississippi, Inc.
FIRST MORTGAGE BONDS,
6% SERIES DUE NOVEMBER 1, 2032
------------------------
We are offering $75 million of our First Mortgage Bonds, 6% Series due November
1, 2032. We will pay interest on the bonds on February 1, May 1, August 1 and
November 1 of each year. The first interest payment on the bonds will be made on
February 1, 2003. We may redeem the bonds prior to maturity, in whole or in
part, at any time under the limited circumstances described in this prospectus
supplement or at any time on or after November 1, 2007, in each case, at a
redemption price equal to the principal amount being redeemed plus any accrued
and unpaid interest. The bonds will be issued in denominations of $25 and
integral multiples of $25.
We intend to apply to have the bonds listed on the New York Stock Exchange, and
we expect trading in the bonds on the New York Stock Exchange to begin within 30
days after the issue date.
As described in the accompanying prospectus, the bonds are a series of first
mortgage bonds issued under our mortgage and deed of trust, which has the
benefit of a first mortgage lien on substantially all of our property. Payment
of the principal of and interest on the bonds when due will be insured by a
financial guaranty insurance policy to be issued by Ambac Assurance Corporation
simultaneously with the delivery of the bonds.
[AMBAC LOGO]
---------------------
<Table>
<Caption>
UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND ENTERGY MISSISSIPPI
PUBLIC COMMISSIONS (BEFORE EXPENSES)
-------- ------------- -------------------
Per bond........................ 100.00% 3.15% 96.85%
Total........................... $75,000,000 $2,362,500 $72,637,500
</Table>
The price to public will also include any interest that has accrued on the bonds
since their issue date if delivered after that date.
---------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the bonds to purchasers through The
Depository Trust Company on or about October 22, 2002.
------------------------
MORGAN STANLEY
JPMORGAN
SALOMON SMITH BARNEY
WACHOVIA SECURITIES
October 16, 2002
You should rely only on the information contained or incorporated by
reference in this prospectus supplement or the accompanying prospectus. We have
not authorized anyone else to provide you with different information. You should
not assume that the information contained in this prospectus supplement, the
accompanying prospectus or the documents incorporated by reference is accurate
as of any date other than as of the dates of these documents or the date these
documents were filed with the SEC. We are not making an offer of the bonds in
any state where the offer is not permitted.
------------------------
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
----
PROSPECTUS SUPPLEMENT
Where You Can Find More Information......................... S-2
Forward Looking Information................................. S-3
Recent Development.......................................... S-3
Selected Financial Information.............................. S-4
Use of Proceeds............................................. S-4
Description of the Bonds.................................... S-5
The Insurance Policy and the Insurer........................ S-7
Ratings..................................................... S-9
Underwriters................................................ S-10
Experts..................................................... S-11
Specimen Insurance Policy................................... A-1
PROSPECTUS
About This Prospectus....................................... 2
Entergy Mississippi, Inc. .................................. 2
Ratios of Earnings to Fixed Charges......................... 2
Where You Can Find More Information......................... 3
Use of Proceeds............................................. 4
Description of the First Mortgage Bonds..................... 4
Description of Debt Securities.............................. 8
Book-Entry Only Securities.................................. 14
Experts and Legality........................................ 16
Plan of Distribution........................................ 17
</Table>
------------------
WHERE YOU CAN FIND MORE INFORMATION
The SEC allows us to "incorporate by reference" the information filed by us
with the SEC, which means that we can refer you to important information without
restating it in this prospectus supplement and the accompanying prospectus. The
information incorporated by reference is considered to be part of this
prospectus supplement and the accompanying prospectus and should be read with
the same care. We incorporate by reference our Annual Report on Form 10-K for
the year ended December 31, 2001, our Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2002 and June 30, 2002, and any future filings that we
make with the SEC under the Securities Exchange Act of 1934 if the filings are
made prior to the time that all of the bonds are sold in this offering. You can
also find more information about us from the sources described under "Where You
Can Find More Information" in the accompanying prospectus.
S-2
FORWARD LOOKING INFORMATION
The following constitutes a "Safe Harbor" statement under the Private
Securities Litigation Reform Act of 1995: Investors are cautioned that
forward-looking statements contained in this prospectus supplement and the
documents incorporated by reference herein with respect to our revenues,
earnings, performance, strategies, prospects and other aspects of our business
may involve risks and uncertainties. A number of factors could cause actual
results or outcomes to differ materially from those indicated by such
forward-looking statements. These factors include, but are not limited to, risks
and uncertainties relating to: the effects of weather, the performance of our
generating units and transmission system, fuel and purchase power prices and
availability, the effects of regulatory decisions and changes in law,
litigation, capital spending requirements and availability of capital, the onset
of competition, the ability to recover net regulatory assets and other potential
stranded costs, the effects of the California electricity market on the utility
industry nationally, advances in technology, changes in accounting standards,
corporate restructuring and changes in our capital structure, the success of new
business ventures, changes in the markets for electricity and other
energy-related commodities, including the use of financial and derivative
instruments and the volatility of changes in market prices, changes in number of
participants and the risk profile of such participants in the energy marketing
and trading business, changes in interest rates and in financial and foreign
currency markets generally, the economic climate and growth in our service
territory, changes in our corporate strategies, and other factors.
RECENT DEVELOPMENT
On August 16, 2002, we filed a general retail rate case with the
Mississippi Public Service Commission. The filing seeks an increase effective
December 31, 2002, in base rates and riders of $68.8 million annually, or about
a 7.6% increase in our overall retail revenue. The filing includes a calendar
year 2003 projected test year. The filing distributes the rate increase among
retail rate classes according to current class base revenue excluding fuel. Our
rate filing requests the Commission's approval of a return on common equity of
12.34%. The filing updates the return-on-common-equity formula within our
formula rate plan to conform that formula to changes that have occurred in
financial markets over the past decade. Additionally, the filing includes a new
power management rider schedule designed to more efficiently collect capacity
portions of purchased power costs. We have proposed that the rates that result
from this case supersede any adjustment to rates that would otherwise occur in
2003 under our formula rate plan. Under the Mississippi Public Utilities Act,
the Commission is required to issue its final order in this general rate
proceeding by December 16, 2002. The hearing in this proceeding is set for
December 2-3, 2002. We cannot predict the outcome of our rate request.
S-3
SELECTED FINANCIAL INFORMATION
(DOLLARS IN THOUSANDS)
You should read our selected financial information set forth below in
conjunction with the financial statements and other financial information
contained in the documents incorporated by reference.
<Table>
<Caption>
FOR THE TWELVE MONTHS ENDED
--------------------------------------------------------------------
DECEMBER 31,
JUNE 30, ------------------------------------------------------
2002 2001 2000 1999 1998 1997
----------- ---------- -------- -------- -------- --------
(UNAUDITED)
Income Statement Data:
Operating Revenues........... $1,016,868 $1,093,741 $937,371 $832,819 $976,300 $937,395
Operating Income............. 90,322 90,312 93,763 88,085 124,560 136,750
Interest Expense (net)....... 44,672 48,776 43,006 37,310 39,995 44,805
Net Income................... 37,994 39,620 38,973 41,588 62,638 66,661
Ratio of Earnings to Fixed
Charges(1)................ 2.17 2.14 2.33 2.44 3.12 2.98
</Table>
<Table>
<Caption>
AS OF JUNE 30, 2002
---------------------
AMOUNT PERCENT
----------- -------
(UNAUDITED)
Balance Sheet Data:
Common Stock and Paid-in Capital.......................... $ 199,267 17.9%
Retained Earnings......................................... 273,504 24.6
---------- -----
Total Common Shareholder's Equity...................... 472,771 42.5
Preferred Stock (without sinking fund).................... 50,381 4.5
First Mortgage Bonds(2)................................... 545,000 49.0
Other Long-Term Debt...................................... 44,936 4.0
---------- -----
Total Capitalization.............................. $1,113,088 100.0%
========== =====
</Table>
- ------------
(1) As defined by Item 503(d) of Regulation S-K of the SEC, "Earnings" represent
the aggregate of (a) income before the cumulative effect of an accounting
change, (b) taxes based on income, (c) investment tax credit
adjustments -- net and (d) fixed charges. "Fixed Charges" as defined by Item
503(d) of Regulation S-K of the SEC include interest (whether expensed or
capitalized), related amortization and estimated interest applicable to
rentals charged to operating expenses.
(2) Includes current maturities of First Mortgage Bonds of $190,000,000.
USE OF PROCEEDS
We anticipate our net proceeds from the sale of the bonds will be
approximately $70.9 million after deducting underwriting discounts and
commissions and estimated offering expenses, including the initial insurance
premium. We will use the net proceeds we receive from the issuance and sale of
the bonds to repay at maturity $70 million principal amount of First Mortgage
Bonds, 6.25% Series due February 1, 2003, and for other general corporate
purposes. Pending the application of the net proceeds to repay the bonds listed
above, we will invest the net proceeds in short term, highly liquid, highly
rated money market investments.
S-4
DESCRIPTION OF THE BONDS
INTEREST, MATURITY AND PAYMENT
We are offering $75 million of First Mortgage Bonds, 6% Series due November
1, 2032. The bonds will be issued in denominations of $25 and integral multiples
of $25. We will pay interest on the bonds on February 1, May 1, August 1 and
November 1 of each year, beginning on February 1, 2003. As long as the bonds are
registered in the name of DTC or its nominee, the record date for interest
payable on any interest payment date shall be the close of business on the
Business Day immediately preceding such interest payment date. Interest starts
to accrue from the date that the bonds are issued. The bonds will be issued on
the basis of retired bond credits. As of June 30, 2002, approximately $390
million of first mortgage bonds could have been issued on the basis of retired
bond credits and approximately $145.2 million on the basis of unfunded property.
We have agreed to pay interest on any overdue principal and, if such payment is
enforceable under applicable law, on any overdue installment of interest on the
bonds at a rate of 7% per annum to holders of record at the close of business on
the Business Day immediately preceding our payment of such interest.
Interest on the bonds will be computed on the basis of a 360-day year of
twelve 30-day months. If any interest payment date or the maturity date falls on
a day that is not a Business Day, the payment due on that interest payment date
or the maturity date will be made on the next Business Day, and without any
interest or other payment in respect of such delay. As long as the bonds are
registered in the name of DTC or its nominee, we will pay principal and interest
due on the bonds to DTC. DTC will then make payment to its participants for
disbursement to the beneficial owners of the bonds as described in the
accompanying prospectus under the heading "Book-Entry Only Securities."
"Business Day" means any day other than a Saturday or a Sunday or a day on which
banking institutions in The City of New York are authorized or required by law
or executive order to remain closed or a day on which the corporate trust office
of the corporate trustee is closed for business.
REDEMPTION OF BONDS
Optional Redemption
We may redeem the bonds, in whole or in part, at our option, at any time
before the maturity of the bonds, on not less than 30 days' nor more than 60
days' notice,
(1) by the application of proceeds of insurance or cash deposited
with the corporate trustee pursuant to the provisions of our mortgage
relating to eminent domain or sales to governmental entities or designees
thereof of property subject to our mortgage at the special redemption price
of 100% of the principal amount of the bonds being redeemed, or
(2) on or after November 1, 2007, at a redemption price equal to 100%
of the principal amount of the bonds being redeemed,
plus, in each case, accrued and unpaid interest thereon to the redemption date.
If, at the time notice of redemption is given, the redemption monies are
not held by the corporate trustee, the redemption may be made subject to receipt
of such monies before the date fixed for redemption, and such notice shall be of
no effect unless such monies are so received.
We may apply cash we deposit under any provision of our mortgage, with
certain exceptions, to the redemption or purchase, including the purchase from
us, of first mortgage bonds of any series, including the bonds offered by this
prospectus supplement.
S-5
Mandatory Redemption
In the event that
(1) (a) we reorganize or otherwise transfer a substantial portion of
our assets,
(b) that reorganization or transfer results in us no longer being a
regulated distribution company,
(c) the bonds and our obligations under the mortgage are not
assumed by, and do not become the direct and primary obligations of, a
regulated company engaged in the distribution of electricity, and
(d) Ambac Assurance Corporation has not consented to such
reorganization or transfer, or
(2) so long as the bonds are outstanding and Ambac Assurance is not in
default under the financial guaranty insurance policy relating to the
bonds, the corporate trustee receives notification from Ambac Assurance
that an event of default arising from nonpayment of the annual insurance
premium under the insurance agreement between us and Ambac Assurance under
which Ambac Assurance will issue the policy has occurred and is continuing,
and Ambac Assurance has not waived the event of default or we have not
otherwise cured the event of default so as to result in a rescission and
annulment of its consequences,
we shall redeem the bonds prior to maturity, but in no event earlier than
November 1, 2007, in whole, upon not less than 30 days' nor more than 60 days'
notice, at a redemption price equal to 100% of the principal amount of the bonds
plus accrued and unpaid interest thereon to the redemption date. If such
reorganization or transfer occurs or such notification of an event of default
under the financial guaranty insurance policy is provided on or prior to
September 2, 2007, we will redeem the bonds on November 1, 2007; otherwise, we
will redeem the bonds within sixty days of such reorganization or transfer or
such notification, but in no event earlier than November 1, 2007.
Our covenants in the insurance agreement include our obligation to pay
insurance premiums and our agreement not to enter into corporate transactions
generally of the type that would require a mandatory redemption of the bonds as
described above.
TRADING CHARACTERISTICS
The bonds are expected to trade at a price that takes into account the
value, if any, of accrued but unpaid interest. This means that purchasers will
not pay, and sellers will not receive, accrued and unpaid interest on the bonds
except as included in the trading price thereof. Any portion of the trading
price of a bond that is attributable to accrued but unpaid interest will be
treated as ordinary interest income for federal income tax purposes and will not
be treated as part of the amount realized for purposes of determining gain or
loss on the disposition of the bonds.
DIVIDEND COVENANT
We will covenant that, so long as any bonds remain outstanding, we will not
pay any cash dividends on common stock or purchase common stock after September
30, 2002, unless, after giving effect to such dividend or purchase, the
aggregate amount of such dividends or purchases after September 30, 2002 (other
than dividends we have declared on or before September 30, 2002) does not exceed
credits to earned surplus after September 30, 2002 plus $250 million plus such
additional amounts as the SEC shall approve.
SPECIAL INSURANCE PROVISIONS
Subject to the provisions of our mortgage, so long as Ambac Assurance is
not in default under the policy, Ambac Assurance shall be entitled to control
and direct the enforcement of all rights and remedies with respect to the bonds
upon the occurrence and continuation of a default (as defined in our mortgage).
No amendment, supplement or change to, or other modification of, our mortgage
requiring the consent of holders
S-6
of the bonds may be made without the prior written consent of Ambac Assurance.
See "The Insurance Policy and the Insurer" in this prospectus supplement.
ADDITIONAL INFORMATION
For additional important information about the bonds, see "Description of
the First Mortgage Bonds" in the accompanying prospectus, including:
(1) additional information about the terms of the bonds,
(2) general information about our mortgage and the trustees,
(3) a description of certain restrictions contained in our mortgage,
and
(4) a description of events of default under our mortgage.
THE INSURANCE POLICY AND THE INSURER
THE INSURANCE POLICY
We will enter into an insurance agreement with Ambac Assurance Corporation
under which Ambac Assurance will issue a financial guaranty insurance policy
relating to the bonds. A form of this policy is attached to this prospectus
supplement as Appendix A. The following summary of the terms of the insurance
policy does not purport to be complete and is qualified in its entirety by
reference to the insurance policy.
Ambac Assurance has made a commitment to issue the insurance policy
effective as of the date of issuance of the bonds. Under the terms of the
insurance policy, Ambac Assurance will pay to The Bank of New York, in New York,
New York, or any successor, as insurance trustee, that portion of the principal
of and interest on the bonds that becomes "due for payment" but has not been
paid by reason of "nonpayment" (as such terms are defined in the insurance
policy) by us. Ambac Assurance will make such payments to the insurance trustee
on the later of the date on which such principal or interest becomes due for
payment or within one Business Day following the date on which Ambac Assurance
receives notice of nonpayment from the corporate trustee for the bonds. The
insurance policy will extend for the term of the bonds and, once issued, cannot
be canceled by us or Ambac Assurance.
The insurance policy will insure payment only on the stated maturity date,
in the case of principal, and on interest payment dates, in the case of
interest. If the bonds become subject to mandatory redemption and insufficient
funds are available for redemption of all outstanding bonds, Ambac Assurance
will remain obligated to pay principal of and interest on outstanding bonds on
the originally scheduled interest and principal payment dates. In the event of
any acceleration of the principal of the bonds, the insured payments will be
made at the times and in the amounts as would have been made had there not been
an acceleration.
If the corporate trustee for the bonds receives notice that any payment of
principal of or interest on a bond that has become due for payment and that is
made to a holder by or on our behalf has been deemed a preferential transfer and
recovered from its holder pursuant to the United States Bankruptcy Code in
accordance with a final, nonappealable order of a court of competent
jurisdiction, that holder will be entitled to payment from Ambac Assurance to
the extent of such recovery if sufficient funds are not otherwise available.
The insurance policy does NOT insure any risk other than nonpayment, as
defined in the insurance policy. Specifically, the insurance policy does NOT
cover:
- payment on acceleration of the bonds, as a result of a call for
redemption or as a result of any other advancement of maturity,
- payment of any redemption, prepayment or acceleration premium, and
- nonpayment of principal or interest caused by the insolvency or
negligence of the corporate trustee for the bonds or any paying agent.
S-7
If it becomes necessary to call upon the insurance policy, payment of
principal requires surrender of the related bonds to the insurance trustee
together with an appropriate instrument of assignment so as to permit ownership
of such bonds to be registered in the name of Ambac Assurance to the extent of
the payment under the insurance policy. Payment of interest pursuant to the
insurance policy requires proof of holder entitlement to interest payments and
an appropriate assignment of the holder's right to payment to Ambac Assurance.
Upon payment of the insurance benefits in respect of any bonds, Ambac
Assurance will become the owner of the related rights to payment of principal or
interest on such bonds and will be fully subrogated to the surrendering holder's
rights to payment.
AMBAC ASSURANCE CORPORATION
The following information has been supplied by Ambac Assurance for
inclusion in this prospectus supplement. No representation is made by us, the
corporate trustee, the underwriters or any of our or their affiliates as to the
accuracy or completeness of the information.
Ambac Assurance is a Wisconsin-domiciled stock insurance corporation
regulated by the Office of the Commissioner of Insurance of the State of
Wisconsin and licensed to do business in all 50 states, the District of
Columbia, the Commonwealth of Puerto Rico and the Territory of Guam. Ambac
Assurance primarily insures newly-issued municipal and structured finance
obligations. Ambac Assurance is a wholly owned subsidiary of Ambac Financial
Group, Inc. (formerly AMBAC Inc.), a 100% publicly held company. Moody's
Investors Service, Inc., Standard & Poor's Ratings Services, a Division of The
McGraw-Hill Companies, Inc., and Fitch Ratings have each assigned a triple-A
financial strength rating to Ambac Assurance.
The consolidated financial statements of Ambac Assurance and subsidiaries
as of December 31, 2001 and December 31, 2000, and for each of the years in the
three-year period ended December 31, 2001, prepared in accordance with
accounting principles generally accepted in the United States of America,
included in the Annual Report on Form 10-K of Ambac Financial Group, Inc. (which
was filed with the SEC on March 26, 2002, File Number 1-10777), the unaudited
consolidated interim financial statements of Ambac Assurance and its
subsidiaries as of March 31, 2002 and for the periods ended March 31, 2002 and
March 31, 2001 included in the Quarterly Report on Form 10-Q of Ambac Financial
Group, Inc. (filed with the SEC on May 13, 2002); as of June 30, 2002 and for
the periods ended June 30, 2002 and June 30, 2001 included in the Quarterly
Report on Form 10-Q of Ambac Financial Group, Inc. (filed with the SEC on August
14, 2002); and Current Reports on Form 8-K of Ambac Financial Group, Inc. filed
with the SEC on January 25, 2002, April 18, 2002, July 19, 2002 and August 14,
2002, as such current reports related to Ambac Assurance, are hereby
incorporated by reference into this prospectus supplement and are deemed to be a
part of this prospectus supplement. Any statement contained in a document
incorporated in this prospectus supplement by reference will be modified or
superseded for the purposes of this prospectus supplement to the extent that the
statement is modified or superseded by this prospectus supplement or by any
other document incorporated by reference into this prospectus supplement. Any
statement so modified or superseded will not be deemed, except as so modified or
superseded, to constitute a part of this prospectus supplement.
All information related to Ambac Assurance and its subsidiaries, including
the financial statements of Ambac Assurance and its subsidiaries, that is
contained in documents filed by Ambac Financial Group, Inc. with the SEC
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, subsequent to the date of this prospectus supplement and prior to the
termination of the offering of the bonds will be deemed to be incorporated by
reference into this prospectus supplement and to be a part hereof from the
respective dates of filing such documents.
S-8
The following table sets forth the capitalization of Ambac Assurance and
subsidiaries as of December 31, 2000, December 31, 2001 and June 30, 2002 in
conformity with accounting principles generally accepted in the United States of
America.
AMBAC ASSURANCE CORPORATION AND SUBSIDIARIES
CAPITALIZATION TABLE
(DOLLARS IN MILLIONS)
<Table>
<Caption>
DECEMBER 31, DECEMBER 31, JUNE 30,
2000 2001 2002
------------ ------------ -----------
(UNAUDITED)
Unearned premiums........................................ $1,556 $1,790 $1,880
Other liabilities........................................ 581 888 1,138
------ ------ ------
Total liabilities.............................. 2,137 2,678 3,018
------ ------ ------
Stockholder's equity:
Common stock........................................... 82 82 82
Additional paid-in capital............................. 760 928 922
Accumulated other comprehensive income................. 82 81 142
Retained earnings...................................... 2,002 2,386 2,592
------ ------ ------
Total stockholder's equity............................... 2,926 3,477 3,738
------ ------ ------
Total liabilities and stockholder's equity............... $5,063 $6,155 $6,756
------ ------ ------
</Table>
For additional financial information concerning Ambac Assurance, see the
audited financial statements of Ambac Assurance incorporated by reference in
this prospectus supplement. Copies of the financial statements of Ambac
Assurance incorporated by reference and copies of Ambac Assurance's annual
statement for the year ended December 31, 2001 prepared in accordance with
statutory accounting standards are available, without charge, from Ambac
Assurance. The address of Ambac Assurance's administrative offices and its
telephone number are One State Street Plaza, 19th Floor, New York, New York
10004 and (212) 668-0340.
Ambac Assurance makes no representation regarding the bonds or the
advisability of investing in the bonds and makes no representation regarding,
nor has it participated in the preparation of, this prospectus supplement other
than the information supplied by Ambac Assurance and presented under this
heading "The Insurance Policy and the Insurer" in this prospectus supplement and
in its financial statements incorporated in this prospectus supplement by
reference.
RATINGS
It is anticipated that S&P and Moody's will assign the bonds triple-A
ratings conditioned upon the issuance and delivery by Ambac Assurance at the
time of delivery of the bonds of the insurance policy, insuring the timely
payment of the principal of and interest on the bonds. Such ratings reflect only
the views of such rating agencies, and an explanation of the significance of
such ratings may be obtained only from such rating agencies at the following
addresses: Moody's Investors Service, Inc., 99 Church Street, New York, New York
10007; Standard & Poor's, 25 Broadway, New York, New York 10004. There is no
assurance that such ratings will remain in effect for any period of time or that
they will not be revised downward or withdrawn entirely by said rating agencies
if, in their judgment, circumstances warrant. Neither we nor any underwriter has
undertaken any responsibility to oppose any proposed downward revision or
withdrawal of a rating on the bonds. Any such downward revision or withdrawal of
such ratings may have an adverse effect on the market price of the bonds.
At present, each of such rating agencies maintains four categories of
investment grade ratings. They are Standard & Poor's -- AAA, AA, A and BBB and
for Moody's -- Aaa, Aa, A and Baa. S&P defines "AAA" as the highest rating
assigned to a debt obligation. Moody's defines "Aaa" as representing the best
quality debt obligation carrying the smallest degree of investment risk.
S-9
UNDERWRITERS
Under the terms and conditions set forth in the underwriting agreement
dated the date of this prospectus supplement, we have agreed to sell to each of
the underwriters named below, and each of the underwriters has severally agreed
to purchase, the principal amount of the bonds set forth opposite its name
below:
<Table>
<Caption>
PRINCIPAL
NAME AMOUNT
---- -----------
Morgan Stanley & Co. Incorporated........................... $18,750,000
J.P. Morgan Securities Inc. ................................ 18,750,000
Salomon Smith Barney Inc. .................................. 18,750,000
Wachovia Securities, Inc. .................................. 18,750,000
-----------
Total............................................. $75,000,000
===========
</Table>
Under the terms and conditions of the underwriting agreement, the
underwriters have committed, subject to the terms and conditions set forth
therein, to take and pay for all of the bonds if any of the bonds are taken,
provided, that under certain circumstances involving a default of an
underwriter, less than all of the bonds may be purchased.
The underwriters have advised us that they propose to offer all or part of
the bonds directly to purchasers at the price to public set forth on the cover
page of this prospectus supplement and to certain securities dealers at such
price less a concession not in excess of $0.50 per bond. The underwriters may
allow, and such dealers may reallow to certain brokers and dealers, a concession
not in excess of $0.30 per bond. After the bonds are released for sale to the
public, the price to public and other selling terms may from time to time be
varied.
We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933. Prior to the offering,
there has been no public market for the bonds. We intend to apply to have the
bonds listed on the New York Stock Exchange, and we expect trading in the bonds
on the New York Stock Exchange to begin within 30 days after the original issue
date. In order to meet the requirements for listing the bonds, the underwriters
will undertake to sell the bonds to a minimum of 400 beneficial holders.
The bonds are a new issue of securities with no established trading market.
The underwriters have advised us that they intend to make a market in the bonds.
The underwriters are not obligated, however, to do so and may discontinue their
market making at any time without notice. No assurance can be given as to the
liquidity of the trading market for the bonds.
In order to facilitate the offering of the bonds, the underwriters may
engage in transactions that stabilize, maintain or otherwise affect the price of
the bonds. Specifically, the underwriters may overallot in connection with the
offering, creating a short position in the bonds for their own account. In
addition, to cover overallotments or to stabilize the price of the bonds, the
underwriters may bid for, and purchase, the bonds in the open market. Finally,
the underwriters may reclaim selling concessions allowed to an underwriter or a
dealer for distributing the bonds in the offering, if they repurchase previously
distributed bonds in transactions to cover syndicate short positions, in
stabilization transactions or otherwise. Any of these activities may stabilize
or maintain the market price for the bonds above independent market levels. The
underwriters are not required to engage in these activities and may end any of
these activities at any time.
We estimate that we will incur offering expenses of approximately $1.7
million, which includes the initial insurance premium for the insurance policy.
S-10
Certain underwriters or their affiliates may engage, or have engaged, in
various general financing and banking transactions from time to time with us or
our affiliates. Affiliates of the underwriters are lenders under certain Entergy
Corporation credit facilities.
EXPERTS
The financial statements and the related financial statement schedule
incorporated in this prospectus supplement and the accompanying prospectus by
reference from our Annual Report on Form 10-K for the year ended December 31,
2001 have been audited by Deloitte & Touche LLP, independent auditors, as stated
in their reports, which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in auditing and accounting.
The consolidated financial statements of Ambac Assurance Corporation and
subsidiaries as of December 31, 2001 and 2000 and for each of the years in the
three-year period ended December 31, 2001 are incorporated by reference in this
prospectus supplement and the registration statement in reliance on the report
of KPMG LLP, independent certified public accountants, incorporated by reference
in this prospectus supplement, upon the authority of that firm as experts in
accounting and auditing.
S-11
PROSPECTUS
$540,000,000
FIRST MORTGAGE BONDS
AND
DEBT SECURITIES
ENTERGY MISSISSIPPI, INC.
308 EAST PEARL STREET
JACKSON, MISSISSIPPI 39201
(601) 368-5000
ENTERGY MISSISSIPPI --
- May periodically offer its first mortgage bonds and its debt securities
in one or more series; and
- Will determine the price and other terms of each series of securities
when sold, including whether any series will be subject to redemption
prior to maturity.
THE FIRST MORTGAGE BONDS --
- Will be secured by a mortgage that constitutes a first mortgage lien on
substantially all of our property.
THE DEBT SECURITIES --
- Will be unsecured and will rank equally with all of our other unsecured
and unsubordinated debt; and
- Will be effectively subordinated to all of our secured debt, including
our first mortgage bonds.
SECURITYHOLDERS --
- Will receive interest payments in the amounts and on the dates specified
in an accompanying prospectus supplement.
This prospectus may be used to offer and sell series of securities only if
accompanied by the prospectus supplement for that series. Entergy Mississippi
will provide the specific terms of these securities, including their offering
prices, interest rates and maturities, in supplements to this prospectus. The
supplements may also add, update or change information in this prospectus. You
should read this prospectus and any supplements carefully before you invest.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
January 25, 2001
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement we filed with the
Securities and Exchange Commission, or SEC, utilizing a "shelf" registration
process. Under this shelf process, we may sell the securities described in this
prospectus in one or more offerings up to a total dollar amount of $540,000,000.
This prospectus provides a general description of the securities being offered.
Each time we sell a series of securities we will provide a prospectus supplement
containing specific information about the terms of that series of securities and
the related offering. It is important for you to consider the information
contained in this prospectus and the related prospectus supplement together with
additional information described under the heading "Where You Can Find More
Information" in making your investment decision.
ENTERGY MISSISSIPPI, INC.
Entergy Mississippi, Inc. is an electric public utility company providing
service to customers in the State of Mississippi since 1923.
We are owned by Entergy Corporation, which is a public utility holding
company registered under the Public Utility Holding Company Act of 1935. The
other major public utilities owned by Entergy Corporation are Entergy Arkansas,
Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc. and Entergy New
Orleans, Inc. Entergy Corporation also owns all of the common stock of System
Energy Resources, Inc., the principal asset of which is the Grand Gulf Electric
Generating Station.
Capacity and energy from Grand Gulf is allocated among ourselves, Entergy
Arkansas, Inc., Entergy Louisiana, Inc. and Entergy New Orleans, Inc. under a
unit power sales agreement. Our allocated share of Grand Gulf's capacity and
energy, together with related costs is 33%. Payments we make under the unit
power sales agreement are generally recovered through rates set by the
Mississippi Public Service Commission, which regulates our electric service,
rates and charges.
Together with Entergy Arkansas, Inc., Entergy Louisiana, Inc. and Entergy
New Orleans, Inc., we own all of the capital stock of System Fuels, Inc. System
Fuels, Inc. is a special purpose company that implements and maintains certain
programs for the purchase, delivery and storage of fuel supplies for Entergy
Corporation's utility subsidiaries.
The information above is only a summary and is not complete. You should
read the incorporated documents listed under the caption "Where You Can Find
More Information" for more specific information concerning our business and
affairs, including significant contingencies, our general capital requirements,
our financing plans and capabilities, and pending legal and regulatory
proceedings, including the status of industry restructuring in our service
areas.
RATIOS OF EARNINGS TO FIXED CHARGES
We have calculated ratios of earnings to fixed charges pursuant to Item 503
of SEC Regulation S-K as follows:
<Table>
<Caption>
TWELVE MONTHS
ENDED TWELVE MONTHS ENDED DECEMBER 31,
SEPTEMBER 30, --------------------------------
2000 1999 1998 1997 1996 1995
- ------------- ---- ---- ---- ---- ----
2.38 2.44 3.12 2.98 3.40 2.92
</Table>
"Earnings," as defined by Regulation S-K, represent the aggregate of (1)
income before the cumulative effect of an accounting change, (2) taxes based on
income, (3) investment tax credit adjustments-net and (4) fixed charges.
"Fixed Charges" include interest (whether expensed or capitalized), related
amortization and estimated interest applicable to rentals.
2
WHERE YOU CAN FIND MORE INFORMATION
We are required to file annual, quarterly and current reports, proxy
statements and other information with the SEC. Our filings are available to the
public on the Internet at the SEC's home page located at (http://www.sec.gov) or
you may read and copy any document at the SEC Public Reference Room located at:
450 Fifth Street, N.W.
Room 1024
Washington, D.C. 20549-1004.
Call the SEC at 1-800-732-0330 for more information about the public reference
room and how to request documents.
The SEC allows us to "incorporate by reference" the information filed by us
with the SEC, which means we can refer you to important information without
restating it in this prospectus. The information incorporated by reference is an
important part of this prospectus, and information that we file later with the
SEC will automatically update and supersede this information. We incorporate by
reference the documents listed below along with any future filings that we make
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 until we have sold all of the securities described in this
prospectus:
1. Annual Report on Form 10-K for the year ended December 31, 1999;
and
2. Quarterly Reports on Form 10-Q for the quarters ended March 31,
June 30 and September 30, 2000.
You may access a copy of any or all of these filings, free of charge, at
our web site (http://www.entergy.com) or by writing or telephoning us at the
following address:
Mr. Christopher T. Screen
Assistant Secretary
Entergy Mississippi, Inc.
P. O. Box 61000
New Orleans, Louisiana 70161
(504) 576-4212
You may also direct your requests via e-mail to cscreen@entergy.com.
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not, nor have
any underwriters, dealers or agents, authorized anyone else to provide you with
different information about us or the securities. We are not, nor are any
underwriters, dealers or agents, making an offer of the securities in any state
where the offer is not permitted. You should not assume that the information in
this prospectus or any prospectus supplement is accurate as of any date other
than the date on the front of those documents or that the documents incorporated
by reference in this prospectus are accurate as of any date other than the date
those documents were filed with the SEC.
3
USE OF PROCEEDS
The net proceeds from the offering of the securities will be used either
(a) to acquire or redeem one or more series of our outstanding securities on
their stated due dates or in some cases prior to their stated due dates or (b)
for other general corporate purposes. The specific purposes for the proceeds of
a particular series of securities or the specific securities, if any, to be
acquired or redeemed with the proceeds of a particular series of securities will
be set forth in the prospectus supplement relating to that series.
DESCRIPTION OF THE FIRST MORTGAGE BONDS
GENERAL
We will issue the first mortgage bonds offered by this prospectus from time
to time in one or more series under one or more separate supplemental indentures
to the Mortgage and Deed of Trust dated as of February 1, 1988, with The Bank of
New York, successor corporate trustee, and Stephen J. Giurlando, successor
co-trustee, together referred to in this prospectus as trustees. This Mortgage
and Deed of Trust, as amended and supplemented, is referred to in this
prospectus as the "mortgage." All first mortgage bonds issued or to be issued
under the mortgage, including the first mortgage bonds offered by this
prospectus, are referred to herein as "first mortgage bonds."
The statements in this prospectus and any accompanying prospectus
supplement concerning the first mortgage bonds and the mortgage are not
comprehensive and are subject to the detailed provisions of the mortgage. The
mortgage and a form of supplemental indenture are filed as exhibits to the
registration statement. You should read these documents for provisions that may
be important to you. The mortgage has been qualified under the Trust Indenture
Act of 1939. You should refer to the Trust Indenture Act for provisions that
apply to the first mortgage bonds. Wherever particular provisions or defined
terms in the mortgage are referred to under the "Description of the First
Mortgage Bonds" those provisions or defined terms are incorporated by reference
in this prospectus.
TERMS OF SPECIFIC SERIES OF THE FIRST MORTGAGE BONDS
A prospectus supplement relating to each series of first mortgage bonds
offered by this prospectus will include a description of the specific terms
relating to the offering of that series. These terms will include any of the
following terms that apply to that series:
(1) the designation, or name, of the series of first mortgage bonds;
(2) the aggregate principal amount of the series;
(3) the offering price of the series;
(4) the date on which the series will mature;
(5) the rate or method for determining the rate at which the series
will bear interest;
(6) the date from which interest on the series accrues;
(7) the dates on which interest on the series will be payable;
(8) the prices and other terms and conditions, if any, upon which we
may redeem the series prior to maturity;
(9) the applicability of the dividend covenant described below to the
series;
(10) the terms of any insurance policy that will be provided for the
payment of principal of and/or interest on the series; and
(11) any other terms or provisions relating to that series that are
not inconsistent with the mortgage.
4
Unless otherwise set forth in a prospectus supplement, the first mortgage
bonds offered by this prospectus will not have the benefit of any sinking or
improvement fund or any maintenance or replacement fund.
As of September 30, 2000, we had $540 million of first mortgage bonds
outstanding.
SECURITY
The first mortgage bonds offered by this prospectus, together with all
other first mortgage bonds outstanding now or in the future under the mortgage,
will be secured by the mortgage. In the opinion of our counsel, the mortgage
constitutes a first mortgage lien on substantially all of our property subject
to bankruptcy law and:
(1) minor defects and encumbrances customarily found in similar
properties that do not materially impair the use of the property in the
conduct of our business,
(2) other liens, defects and encumbrances, if any, existing or placed
thereon at the time of our acquisition of the property, and
(3) excepted encumbrances.
The mortgage does not create a lien on the following "excepted property":
(1) cash and securities;
(2) all merchandise, equipment, apparatus and supplies held for sale
or other disposition in the usual course of business or consumable during
use;
(3) automobiles, vehicles and aircraft, timber, minerals, mineral
rights and royalties; and
(4) receivables, contracts, leases and operating agreements.
The mortgage contains provisions that impose a lien of the mortgage on
property we acquire after the date of the mortgage, other than excepted
property, subject to pre-existing liens. However, if we consolidate or merge
with, or sell substantially all of our assets to, another corporation, the lien
created by the mortgage will generally not cover the property of the successor
company, other than the property it acquires from us and improvements,
replacements and additions to that property.
The mortgage also provides that the trustees have a lien on the mortgaged
property to ensure the payment of their reasonable compensation, expenses and
disbursements and for indemnity against certain liabilities. This lien takes
priority over the lien securing the first mortgage bonds.
ISSUANCE OF ADDITIONAL FIRST MORTGAGE BONDS
There is no limit to the amount of first mortgage bonds that we can issue
under the mortgage. First mortgage bonds of any series may be issued from time
to time on the following bases:
(1) 70% of property additions after adjustments to offset retirements;
(2) retirements of first mortgage bonds or bonds issued under our
discharged Mortgage and Deed of Trust, dated as of September 1, 1944; or
(3) deposit of cash with the trustees.
Property additions generally include, among other things, electric, gas, steam
or hot water property acquired after December 31, 1987. Securities, automobiles,
vehicles or aircraft, or property used principally for the production or
gathering of natural gas may not be included as property additions. Deposited
cash may be withdrawn upon the bases stated in clause (1) or (2) above.
5
As of September 30, 2000, we could have issued approximately $89 million of
additional first mortgage bonds on the basis of net property additions and $325
million on the basis of retired bond credits.
With certain exceptions in the case of clause (2) above, the issuance of
first mortgage bonds must meet an "earnings" test. The adjusted net earnings,
before income taxes, for 12 consecutive months of the preceding 18 months, must
be at least twice the annual interest requirements on all first mortgage bonds
outstanding at the time, including the additional first mortgage bonds to be
issued, plus all indebtedness, if any, of prior rank. In general, interest on
variable interest rate bonds, if any, is calculated using the average rate in
effect during such 12-month period.
The mortgage contains restrictions on the issuance of first mortgage bonds
against property subject to liens.
Other than the security afforded by the lien of the mortgage and
restrictions on the issuance of additional first mortgage bonds described above,
there are no provisions of the mortgage which grant the holders of the first
mortgage bonds protection in the event of a highly leveraged transaction
involving us. However, such a transaction would require approval by the SEC and
the Mississippi Public Service Commission. We believe it unlikely that we could
obtain those approvals in a highly leveraged context.
RELEASE AND SUBSTITUTION OF PROPERTY
We may release property from the lien of the mortgage, without applying an
earnings test, on the following bases:
(1) the deposit of cash or, to a limited extent, purchase money
mortgages;
(2) property additions, after adjustments in certain cases to offset
retirements and after making adjustments for certain prior lien bonds, if
any, outstanding against property additions; and
(3) a waiver of the right to issue first mortgage bonds.
We can withdraw cash upon the bases stated in clauses (2) and (3) above.
Property we owned on December 31, 1987, may be released on the basis of its
depreciated book value while all other property may be released on the basis of
its cost, as defined in the mortgage.
We may release unfunded property if after such release at least one dollar
($1) in unfunded property remains subject to the lien of the mortgage.
DIVIDEND COVENANT
We may covenant that, so long as a particular series of first mortgage
bonds remains outstanding, we will not pay any cash dividends on common stock or
repurchase common stock after a selected date close to the date of the original
issuance of that series of first mortgage bonds, other than certain dividends
that we may declare prior to this date, except out of credits to retained
earnings after this selected date plus an amount not to exceed $250 million plus
any additional amounts that the SEC may approve. The prospectus supplement
relating to a particular series of first mortgage bonds will state if this
covenant will apply to that series.
6
MODIFICATION
Your rights as a bondholder may be modified with the consent of the holders
of a majority in aggregate principal amount of the first mortgage bonds, or, if
less than all series of first mortgage bonds are adversely affected, with the
consent of the holders of a majority in aggregate principal amount of the first
mortgage bonds adversely affected. In general, no modification:
(1) affecting the terms of payment of principal, premium, if any, or
interest,
(2) affecting the lien of the mortgage, or
(3) reducing the percentage required for modification,
is effective against any bondholder without that bondholder's consent.
DEFAULTS AND NOTICES THEREOF
Defaults under the mortgage include:
(1) default in the payment of principal;
(2) default for 30 days in the payment of interest;
(3) certain events of bankruptcy, insolvency or reorganization;
(4) defaults under a supplemental indenture; and
(5) default in other covenants for 90 days after notice (unless we
have in good faith commenced efforts to perform the covenant).
The corporate trustee or the holders of 25% of the first mortgage bonds may
declare the principal and interest due and payable on default. However, a
majority of the holders may annul such declaration if the default has been
cured. No holder of first mortgage bonds may enforce the lien of the mortgage
without giving the trustees written notice of a default and unless
(1) the holders of 25% of the first mortgage bonds have requested the
trustees in writing to act and offered them reasonable opportunity to act
and indemnify satisfactory to them against the costs, expenses and
liabilities to be incurred thereby; and
(2) the trustees shall have failed to act within sixty (60) days of
such request.
The holders of a majority in aggregate principal amount of the first mortgage
bonds may direct the time, method and place of conducting any proceedings for
any remedy available to the trustees or exercising any trust or power conferred
on the trustees. The trustees are not required to risk their funds or incur
personal liability if there is reasonable ground for believing that repayment is
not reasonably assured.
EVIDENCE TO BE FURNISHED TO THE CORPORATE TRUSTEE
Compliance with the mortgage provisions is evidenced by written statements
of our officers or persons we select or pay. In certain cases, opinions of
counsel and certifications of an engineer, accountant, appraiser or other expert
(who in some cases must be independent) must be furnished. We must give the
corporate trustee an annual certificate as to whether or not we have fulfilled
our obligations under the mortgage throughout the preceding year.
SATISFACTION AND DISCHARGE OF MORTGAGE
After we provide for the payment of all of the first mortgage bonds
(including the first mortgage bonds offered by this prospectus) and after paying
all other sums due under the mortgage, the mortgage may be satisfied and
discharged. The first mortgage bonds will be deemed to have been paid when money
or Eligible Obligations (as defined below) sufficient to pay the first mortgage
bonds (in the opinion of an
7
independent accountant in the case of Eligible Obligations) at maturity or upon
redemption have been irrevocably set apart or deposited with the corporate
trustee, provided that the corporate trustee shall have received an opinion of
counsel to the effect that the setting apart or deposit does not require
registration under the Investment Company Act of 1940, does not violate any
applicable laws and does not result in a taxable event with respect to the
holders of the first mortgage bonds prior to the time of their right to receive
payment. "Eligible Obligations" means obligations of the United States of
America which do not permit the redemption thereof at the issuer's option.
DESCRIPTION OF DEBT SECURITIES
GENERAL
The debt securities will be our direct unsecured general obligations. We
will issue the debt securities offered by this prospectus from time to time in
one or more series under one or more separate indentures between us and the
financial institution(s) that we will name in the prospectus supplement, as
trustee. This indenture or indentures are collectively referred to in this
prospectus as the "indenture."
The following description summarizes certain general terms and provisions
of the debt securities offered by this prospectus. This summary is not complete
and should be read together with the prospectus supplement describing the
specific terms of the debt securities. The form of the indenture is filed as an
exhibit to the registration statement. You should read the indenture for
provisions that may be important to you. The indenture will be qualified under
the Trust Indenture Act of 1939. You should refer to the Trust Indenture Act for
provisions that apply to the debt securities. Whenever particular provisions or
defined terms in the indenture are referred to under this "Description of Debt
Securities," those provisions or defined terms are incorporated by reference in
this prospectus.
The debt securities will rank equally with all of our other unsecured and
unsubordinated debt. As of September 30, 2000, we had $16 million of unsecured
and unsubordinated debt that would have ranked equally with the debt securities.
The debt securities will be effectively subordinated to all of our secured
debt, including our first mortgage bonds. As of September 30, 2000, we had $570
million of secured debt outstanding.
TERMS OF SPECIFIC SERIES OF THE DEBT SECURITIES
A prospectus supplement relating to each series of debt securities offered
by this prospectus will include a description of the specific terms relating to
the offering of that series. These terms will include any of the following terms
that apply to that series:
(1) the title of the debt securities;
(2) the total principal amount of the debt securities;
(3) the date or dates on which the principal of the debt securities
will be payable or how the date or dates will be determined;
(4) the rate or rates at which the debt securities will bear interest,
or how the rate or rates will be determined, the date or dates from which
any such interest will accrue, the interest payment dates for the debt
securities and the regular record dates for interest payments;
(5) the percentage, if less than 100%, of the principal amount of the
debt securities that will be payable if the maturity of the debt securities
is accelerated;
(6) any period or periods within which, or any date or dates on which,
and the price or prices at which and the terms and conditions upon which,
we may redeem the debt securities at our option and any restrictions on
those redemptions;
8
(7) any sinking fund or other provisions or options held by holders of
debt securities that would obligate us to repurchase or otherwise redeem
the debt securities;
(8) any changes or additions to the events of default under the
indenture or changes or additions to our covenants under the indenture;
(9) if the debt securities will be issued in denominations other than
$1,000;
(10) if payments on the debt securities may be made in a currency or
currencies other than United States dollars;
(11) any collateral, security, assurance or guarantee for the debt
securities; and
(12) any other terms of the debt securities not inconsistent with the
terms of the indenture.
Our amended and restated articles of incorporation generally limit the
amount of unsecured debt that we may issue to the equivalent of 20% of the total
of all our secured debt and total equity. As of September 30, 2000,
approximately $99 million of additional unsecured debt with a maturity of less
than ten years or $167 million of additional unsecured debt with a maturity ten
years or greater could have been issued under this provision. The indenture does
not limit the principal amount of debt securities we may issue under the
indenture.
We may sell debt securities at a discount below their principal amount. We
may describe in the prospectus supplement United States federal income tax
considerations applicable to debt securities sold at an original issue discount.
In addition, we may describe in the prospectus supplement important United
States federal income tax or other tax considerations applicable to any debt
securities denominated or payable in a currency or currency unit other than
United States dollars.
Except as we may otherwise describe in the prospectus supplement, the
covenants contained in the indenture will not afford holders of debt securities
protection in the event of a highly-leveraged or similar transaction involving
us or in the event of a change of control.
PAYMENT AND PAYING AGENTS
Except as we may otherwise provide in the prospectus supplement, we will
pay interest, if any, on each debt security payable on each interest payment
date to the person in whose name that debt security is registered as of the
close of business on the regular record date for that interest payment date.
However, interest payable at maturity will be paid to the person to whom the
principal is paid. If there has been a default in the payment of interest on any
debt security, the defaulted interest may be paid to the holder of such debt
security as of the close of business on a date to be fixed by the trustee
between 10 and 15 days prior to the date proposed by us for payment of such
defaulted interest or in any other manner permitted by any securities exchange
on which that debt security may be listed, if the trustee finds it practicable.
Unless we otherwise specify in the prospectus supplement, principal of, and
premium, if any, and interest on the debt securities at maturity will be payable
upon presentation of the debt securities at the corporate trust office of the
trustee in The City of New York, as our paying agent. We may change the place of
payment on the debt securities, may appoint one or more additional paying
agents, including us, and may remove any paying agent, all at our discretion.
As long as the debt securities are registered in the name of The Depository
Trust Company, or DTC, or its nominee, as described under the caption
"Book-Entry Only Securities," payments of principal, premium, if any, and
interest will be made to DTC for subsequent disbursement to beneficial owners of
the debt securities.
REGISTRATION AND TRANSFER
Unless we otherwise specify in the prospectus supplement, and subject to
restrictions related to the issuance of debt securities through DTC's book-entry
system, the transfer of debt securities may be
9
registered, and debt securities may be exchanged for other debt securities of
the same series or tranche, of authorized denominations and with the same terms
and principal amount, at the corporate trust office of the trustee in The City
of New York. We may change the place for registration of transfer and exchange
of the debt securities and may designate additional places for registration and
exchange. Unless we otherwise provide in the prospectus supplement, no service
charge will be made for any registration of transfer or exchange of the debt
securities. However, we may require payment to cover any tax or other
governmental charge that may be imposed. We will not be required to execute or
to provide for the registration of transfer of, or the exchange of, (1) any debt
security during the 15 days prior to giving any notice of redemption or (2) any
debt security selected for redemption, except the unredeemed portion of any debt
security being redeemed in part.
SATISFACTION AND DISCHARGE
We will be discharged from our obligations on the debt securities of a
particular series if we deposit with the trustee sufficient cash or government
securities to pay the principal, interest, any premium and any other sums when
due on the stated maturity date or a redemption date of that series of debt
securities.
The indenture will be deemed satisfied and discharged when no debt
securities remain outstanding and when we have paid all other sums payable by us
under the indenture.
CONSOLIDATION, MERGER AND SALE OF ASSETS
Under the terms of the indenture, we may not consolidate with or merge into
any other entity or convey, or transfer or lease our properties and assets
substantially as an entirety to any entity, unless:
(1) the surviving or successor entity is organized and validly
existing under the laws of any domestic jurisdiction and it expressly
assumes our payment obligations on all outstanding debt securities and our
obligations under the indenture;
(2) immediately after giving effect to the transaction, no event of
default and no event which, after notice or lapse of time or both, would
become an event of default, shall have occurred and be continuing; and
(3) we shall have delivered to the trustee an officer's certificate
and an opinion of counsel as provided in the indenture.
So long as we comply with the conditions in clauses (2) and (3) above, the
terms of the indenture do not restrict us in a merger in which we are the
surviving entity.
EVENTS OF DEFAULT
"Event of default," when used in the indenture with respect to any series
of debt securities, means any of the following:
(1) failure to pay interest on any debt security of that series for 60
days after it is due;
(2) failure to pay the principal of or any premium on any debt
security of that series when due;
(3) failure to perform any other covenant in the indenture, other than
a covenant that does not relate to that series of debt securities, that
continues for 60 days after we receive written notice from the trustee, or
after we and the trustee receive written notice from the holders of at
least 33% in principal amount of the outstanding debt securities of that
series; however, the trustee or the trustee and the holders of that
principal amount of debt securities of that series can agree to an
extension of the 60-day period and such an agreement to extend will be
automatically deemed to occur if we are diligently pursuing action to
correct the default;
(4) events in bankruptcy, insolvency or our reorganization specified
in the indenture; or
(5) any other event of default specified for that series of debt
securities.
10
An event of default for a particular series of debt securities does not
necessarily constitute an event of default for any other series of debt
securities issued under the indenture. The trustee may withhold notice to the
holders of debt securities of any default, except default in the payment of
principal, premium or interest, if it considers the withholding of notice to be
in the interests of holders.
REMEDIES
Acceleration of Maturity
If an event of default for any series of debt securities occurs and
continues, then either the trustee or the holders of at least 33% in principal
amount of that series may declare the entire principal amount of all the debt
securities of that series, together with accrued interest, to be due and payable
immediately. However, if the event of default is applicable to more than one
series of debt securities under the indenture, only the trustee or holders of at
least 33% in principal amount of the outstanding debt securities of all affected
series, voting as one class, and not the holders of any one series, may make
that declaration of acceleration.
At any time after a declaration of acceleration with respect to the debt
securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained, the event of default giving rise to
that declaration of acceleration will be considered waived, and that declaration
and its consequences will be considered rescinded and annulled, if:
(1) we have paid or deposited with the trustee a sum sufficient to
pay:
(a) all overdue interest on all debt securities of that series;
(b) the principal of and premium, if any, on any debt securities of
that series which have become due otherwise than by the declaration of
acceleration and interest that is due on that principal;
(c) interest on overdue interest; and
(d) all amounts due to the trustee under the indenture; and
(2) any other event of default with respect to the debt securities of
that series, other than the non-payment of principal which has become due
solely by the declaration of acceleration, has been cured or waived as
provided in the indenture.
There is no automatic acceleration, even in the event of our bankruptcy,
insolvency or reorganization.
Right to Direct Proceedings
Other than its duties in case of an event of default, the trustee is not
obligated to exercise any of its rights or powers under the indenture at the
request, order or direction of any of the holders, unless the holders offer the
trustee reasonable security or indemnity. If they provide this reasonable
security or indemnity, the holders of a majority in principal amount of any
series of debt securities will have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the trustee, or
exercising any power conferred upon the trustee. However, if the event of
default relates to more than one series of debt securities, only the holders of
a majority in aggregate principal amount of all affected series, voting as one
class, will have the right to give this direction and not the holders of any one
series. The trustee is not obligated to comply with directions that conflict
with law or other provisions of the indenture.
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Limitation on Right to Institute Proceedings
No holder of debt securities of any series will have any right to institute
any proceeding under the indenture, or any remedy under the indenture, unless:
(1) the holder has previously given to the trustee written notice of a
continuing event of default;
(2) the holders of a majority in aggregate principal amount of the
outstanding debt securities of all series in respect of which an event of
default shall have occurred and be continuing have made a written request
to the trustee, and have offered reasonable indemnity to the trustee to
institute proceedings; and
(3) the trustee has failed to institute any proceeding for 60 days
after that notice, request and offer of indemnity.
However, these limitations do not apply to a suit by a holder of a debt
security for payment of the principal, premium, if any, or interest on that debt
security on or after the applicable due date.
Annual Notice to Trustee
We will provide to the trustee an annual statement by an appropriate
officer as to our compliance with all conditions and covenants under the
indenture.
MODIFICATION AND WAIVER
Without the consent of any holder of debt securities, we may enter into one
or more supplemental indentures for any of the following purposes:
(1) to evidence the assumption by any permitted successor of our
covenants in the indenture and in the debt securities;
(2) to add additional covenants or to surrender any of our rights or
powers under the indenture;
(3) to add additional events of default;
(4) to change or eliminate any provision of the indenture or to add
any new provision to the indenture; provided, however, if the change,
elimination or addition will adversely affect the interests of the holders
of debt securities of any series in any material respect, the change,
elimination or addition will become effective only:
(a) when the consent of the holders of debt securities of that
series has been obtained in accordance with the indenture; or
(b) when no debt securities of the affected series remain
outstanding under the indenture;
(5) to provide collateral security for all but not part of the debt
securities;
(6) to establish the form or terms of debt securities of any series as
permitted by the indenture;
(7) to provide for the authentication and delivery of bearer
securities and coupons attached thereto;
(8) to evidence and provide for the acceptance of appointment of a
successor trustee;
(9) to provide for the procedures required for use of a
non-certificated system of registration for the debt securities of all or
any series;
(10) to change any place where principal, premium, if any, and
interest shall be payable, debt securities may be surrendered for
registration of transfer or exchange and notices to us may be served; or
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(11) to cure any ambiguity or inconsistency or to make any other
change to the provisions or to add other provisions with respect to matters
or questions arising under the indenture; provided that the action does not
adversely affect the interests of the holders of debt securities of any
series in any material respect.
The holders of a majority in aggregate principal amount of the debt
securities of all series then outstanding may waive our compliance with some
restrictive provisions of the indenture. The holders of a majority in principal
amount of the outstanding debt securities of any series may waive any past
default under the indenture with respect to that series, except a default in the
payment of principal, premium, if any, or interest and certain covenants and
provisions of the indenture that cannot be modified or amended without the
consent of the holder of each outstanding debt security of the series affected.
If the Trust Indenture Act of 1939 is amended after the date of the
indenture in such a way as to require changes to the indenture, the indenture
will be deemed to be amended so as to conform to that amendment to the Trust
Indenture Act of 1939. We and the trustee may, without the consent of any
holders, enter into one or more supplemental indentures to evidence that
amendment.
The consent of the holders of a majority in aggregate principal amount of
the debt securities of all series then outstanding, voting as one class, is
required for all other modifications to the indenture. However, if less than all
of the series of debt securities outstanding are directly affected by a proposed
supplemental indenture, then only the consent of the holders of a majority in
aggregate principal amount of all series that are directly affected, voting as
one class, will be required. No supplemental indenture may:
(1) change the stated maturity of the principal of, or any installment
of principal of or interest on, any debt security, or reduce the principal
amount of any debt security or its rate of interest or change the method of
calculating the interest rate or reduce any premium payable upon
redemption, or reduce the amount of principal that would be due and payable
upon a declaration of acceleration of the maturity thereof, or change the
currency in which payments are made, or impair the right to institute suit
for the enforcement of any payment on or after the stated maturity of any
debt security, without the consent of the holder of that debt security;
(2) reduce the percentage in principal amount of the outstanding debt
securities of any series the consent of the holders of which is required
for any supplemental indenture or any waiver of compliance with a provision
of the indenture or any default thereunder and its consequences, or reduce
the requirements for quorum or voting, without the consent of all the
holders of the series; or
(3) modify some of the provisions of the indenture relating to
supplemental indentures, waivers of certain covenants and waivers of past
defaults with respect to the debt securities of any series, without the
consent of the holder of each outstanding debt security affected thereby.
A supplemental indenture which changes the indenture solely for the benefit
of one or more particular series of debt securities, or modifies the rights of
the holders of debt securities of one or more series, will not affect the rights
under the indenture of the holders of the debt securities of any other series.
The indenture provides that debt securities owned by us or anyone else
required to make payment on the debt securities shall be disregarded and
considered not to be outstanding in determining whether the required holders
have given a request or consent.
We may fix in advance a record date to determine the required number of
holders entitled to give any request, demand, authorization, direction, notice,
consent, waiver or other such act of the holders, but we shall have no
obligation to do so. If we fix a record date, that request, demand,
authorization, direction, notice, consent, waiver or other act of the holders
may be given before or after that record date, but only the holders of record at
the close of business on that record date will be considered holders for the
purposes of determining whether holders of the required percentage of the
outstanding debt securities have authorized or agreed or consented to the
request, demand, authorization, direction, notice, consent, waiver
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or other act of the holders. For that purpose, the outstanding debt securities
shall be computed as of the record date. Any request, demand, authorization,
direction, notice, consent, election, waiver or other act of a holder will bind
every future holder of the same debt securities and the holder of every debt
security issued upon the registration of transfer of or in exchange of those
debt securities. A transferee will be bound by acts of the trustee or us in
reliance thereon, whether or not notation of that action is made upon the debt
security.
RESIGNATION OF TRUSTEE
A trustee may resign at any time by giving written notice to us or may be
removed at any time by act of the holders of a majority in principal amount of
all series of debt securities then outstanding delivered to the trustee and us.
No resignation or removal of a trustee and no appointment of a successor trustee
will be effective until the acceptance of appointment by a successor trustee. So
long as no event of default or event which, after notice or lapse of time, or
both, would become an event of default has occurred and is continuing and except
with respect to a trustee appointed by act of the holders, if we have delivered
to the trustee a resolution of our board of directors appointing a successor
trustee and such successor has accepted the appointment in accordance with the
terms of the respective indenture, the trustee will be deemed to have resigned
and the successor will be deemed to have been appointed as trustee in accordance
with the indenture.
NOTICES
Notices to holders of debt securities will be given by mail to the
addresses of such holders as they appear in the security register under the
indenture.
TITLE
We, the trustee, and any of our agents or any agent of the trustee, may
treat the person in whose name debt securities are registered as the absolute
owner thereof, whether or not the debt securities may be overdue, for the
purpose of making payments and for all other purposes irrespective of notice to
the contrary.
GOVERNING LAW
Each indenture and the debt securities will be governed by, and construed
in accordance with, the laws of the State of New York.
BOOK-ENTRY ONLY SECURITIES
Unless otherwise specified in the applicable prospectus supplement, DTC,
will act as securities depository for the securities offered by this prospectus.
The securities will be issued only as fully registered securities registered in
the name of Cede & Co., DTC's partnership nominee or such other name as may be
requested by an authorized representative of DTC. One fully-registered
certificate will be issued for each series of securities, representing the
aggregate principal amount of that series of securities, and will be deposited
with DTC or its custodian. If, however, the aggregate principal amount of any
series of securities offered exceeds $400 million, one certificate will be
issued with respect to each $400 million of principal amount and an additional
certificate will be issued for any remaining principal amount of the series.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants ("Direct Participants")
deposit with DTC. DTC also facilitates the settlement among Direct Participants
of securities transactions, such as transfers and
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pledges, in deposited securities through electronic computerized records for
Direct Participants' accounts. This eliminates the need for physical movement of
securities certificates.
Direct Participants include securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations. DTC is owned
by a number of its Direct Participants and The New York Stock Exchange, Inc.,
the American Stock Exchange, Inc. and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to others such as
securities brokers and dealers, banks and trust companies that clear through or
maintain a custodial relationship with a Direct Participant, either directly or
indirectly (the "Indirect Participants," and, together with the Direct
Participants, the "Participants"). The rules applicable to DTC and its
Participants are on file with the SEC.
Purchases of securities within the DTC system must be made by or through
Direct Participants which will receive a credit for the securities on DTC's
records. The ownership interest of each actual purchaser of a security (a
"Beneficial Owner") will, in turn, be recorded on the Direct and Indirect
Participant's respective records. Beneficial Owners will not receive written
confirmation from DTC of their purchases, but Beneficial Owners are expected to
receive written confirmations providing details of the transactions, as well as
periodic statements of their holdings, from the Direct or Indirect Participant
through which the Beneficial Owner entered into the transaction. Transfers of
ownership interests in the securities are to be accomplished by entries made on
the books of Participants acting on behalf of Beneficial Owners. Beneficial
Owners will not receive certificates representing the securities, except in the
event that the use of the book-entry system for the securities is discontinued.
To facilitate subsequent transfers, all securities deposited by Direct
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co., or such other name as may be requested by an authorized
representative of DTC. The deposit of the securities with DTC and their
registration in the name of Cede & Co. or such other nominee do not effect any
change in beneficial ownership. DTC has no knowledge of actual beneficial
ownership of the securities; DTC's records reflect only the identity of the
Direct Participants to whose accounts the securities are credited, which may or
may not be the Beneficial Owners. The Participants will remain responsible for
keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements
that may be applicable. Beneficial Owners of securities may wish to take certain
steps to augment transmission to them of notices of significant events with
respect to the securities, such as redemptions, tenders, defaults, and proposed
amendments to the security documents. Beneficial Owners of securities may wish
to ascertain that the nominee holding the securities for their benefit has
agreed to obtain and transmit notices to Beneficial Owners, or in the
alternative, Beneficial Owners may wish to provide their names and addresses to
the registrar and request that copies of the notices be provided directly to
them.
Redemption notices, if any, will be sent to Cede & Co. If less than all of
the securities of a particular series are being redeemed, DTC's practice is to
determine by lot the amount of the interest of each Direct Participant in the
series to be redeemed.
Neither DTC nor Cede & Co., nor such other DTC nominee, will consent or
vote with respect to the securities. Under its usual procedures, DTC mails an
omnibus proxy (an "Omnibus Proxy") to the appropriate trustee as soon as
possible after the record date. The Omnibus Proxy assigns Cede & Co.'s
consenting or voting rights to those Direct Participants to whose accounts the
securities are credited on the record date (identified in a listing attached to
the Omnibus Proxy).
Payments of redemption proceeds, principal of, premium, if any, and
interest on the securities will be made to DTC, or such other nominee as may be
requested by an authorized representative of DTC. DTC's practice is to credit
Direct Participants' accounts on the relevant payment date in accordance with
their respective holdings shown on DTC's records. Payments by Participants to
Beneficial Owners will be
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governed by standing instructions and customary practices, as is the case with
securities held for the accounts of customers in bearer form or registered in
"street-name," and will be the responsibility of the Participant and not of DTC,
the underwriters, the appropriate trustee or us, subject to any statutory or
regulatory requirements that may be in effect from time to time. Payment of
redemption proceeds, principal, premium, if any, and interest to DTC is our
responsibility or that of the appropriate trustee. Disbursement of these
payments to Direct Participants is the responsibility of DTC, and disbursement
of such payments to the Beneficial Owners is the responsibility of Direct and
Indirect Participants.
DTC may discontinue providing its services as securities depository with
respect to the securities at any time by giving reasonable notice to us or the
appropriate trustee. Under these circumstances and in the event that a successor
securities depository is not obtained, certificates for the securities are
required to be printed and delivered. In addition, we may, at any time,
discontinue use of the system of book-entry transfers through DTC or a successor
securities depository. In that event, certificates for the securities will also
be printed and delivered.
We will not have any responsibility or obligation to Participants or the
persons for whom they act as nominees with respect to the accuracy of the
records of DTC, its nominee or any Direct or Indirect Participant with respect
to any ownership interest in the securities, or with respect to payments to, or
providing of notice to, the Direct Participants, the Indirect Participants or
the Beneficial Owners.
So long as Cede & Co. is the registered owner of any series of securities,
as nominee of DTC, references herein to holders of these series of securities
shall mean Cede & Co. or DTC and shall not mean the Beneficial Owners of the
securities.
The information in this section concerning DTC and its book-entry system
has been obtained from DTC. Neither ourselves, the appropriate trustee nor any
underwriters, dealers or agents take responsibility for its accuracy or
completeness.
EXPERTS AND LEGALITY
The financial statements incorporated in this prospectus by reference to
our Annual Report on Form 10-K for the year ended December 31, 1999 have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
The legality of the securities will be passed upon for us by Thelen Reid &
Priest LLP, New York, New York, and Wise Carter Child & Caraway, Professional
Association, and for any underwriters, dealers or agents by Pillsbury Winthrop
LLP, New York, New York. All legal matters pertaining to our organization,
titles to property, franchises and the lien of the mortgage and all matters
pertaining to Mississippi law will be passed upon only by Wise Carter Child &
Caraway, Professional Association.
The statements in this prospectus as to matters of law and legal
conclusions made under "Description of the First Mortgage Bonds -- Security,"
have been reviewed by Wise Carter Child & Caraway, Professional Association, and
are set forth herein in reliance upon the opinion of said firm, and upon their
authority as experts.
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PLAN OF DISTRIBUTION
METHODS AND TERMS OF SALE
We may use a variety of methods to sell the securities including:
(1) through one or more underwriters or dealers;
(2) directly to one or more purchasers;
(3) through one or more agents; or
(4) through a combination of any of these methods of sale.
The prospectus supplement relating to a particular series of the securities will
set forth the terms of the offering of the securities, including:
(1) the name or names of any underwriters, dealers or agents and any
syndicate of underwriters;
(2) the initial public offering price;
(3) any underwriting discounts and other items constituting
underwriters' compensation;
(4) the proceeds we receive from that sale; and
(5) any discounts or concessions allowed or reallowed or paid by any
underwriters to dealers.
UNDERWRITERS
If we sell the securities through underwriters, they will acquire the
securities for their own account and may resell them from time to time in one or
more transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale. The underwriters for
a particular underwritten offering of securities will be named in the prospectus
supplement and, if an underwriting syndicate is used, the managing underwriter
or underwriters will be named on the cover page. In connection with the sale of
securities, the underwriters may receive compensation from us or from purchasers
in the form of discounts, concessions or commissions. The obligations of the
underwriters to purchase securities will be subject to certain conditions. The
underwriters will be obligated to purchase all of the securities of a particular
series if any are purchased. However, the underwriters may purchase less than
all of the securities of a particular series should certain circumstances
involving a default of one or more underwriters occur.
The initial public offering price and any discounts or concessions allowed
or reallowed or paid to dealers by any underwriters may be changed from time to
time.
STABILIZING TRANSACTIONS
Underwriters may engage in stabilizing transactions and syndicate covering
transactions in accordance with Rule 104 under the Securities Exchange Act of
1934. Stabilizing transactions permit bids to purchase the underlying security
so long as the stabilizing bids do not exceed a specified maximum. Syndicate
covering transactions involve purchases of the securities in the open market
after the distribution has been completed in order to cover syndicate short
positions. These stabilizing transactions and syndicate covering transactions
may cause the price of the securities to be higher than it would otherwise be if
these transactions had not occurred.
AGENTS
If we sell the securities through agents, the prospectus supplement will
set forth the name of any agent involved in the offer or sale of the securities
as well as any commissions we will pay to them. Unless otherwise indicated in
the prospectus supplement, any agent will be acting on a best-efforts basis for
the period of its appointment.
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RELATED TRANSACTIONS
Underwriters, dealers and agents may engage in transactions with, or
perform services for, us or our affiliates in the ordinary course of business.
INDEMNIFICATION
We will agree to indemnify any underwriters, dealers, agents or purchasers
and their controlling persons against certain civil liabilities, including
liabilities under the Securities Act of 1933.
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