<Page>
<Table>
Prospectus Supplement RATINGS:
(TO PROSPECTUS DATED MARCH 30, 2004) STANDARD & POOR'S: "AAA"
MOODY'S: "AAA"
(SEE "RATINGS" HEREIN)
</Table>
Entergy New Orleans, Inc.
$40,000,000
INSURED QUARTERLY FIRST MORTGAGE BONDS,
5.65% SERIES DUE SEPTEMBER 1, 2029
INTEREST PAYABLE MARCH 1, JUNE 1, SEPTEMBER 1 AND DECEMBER 1
Issue price: 100.00%
We are offering $40 million of our Insured Quarterly First Mortgage Bonds, 5.65%
Series due September 1, 2029. We will pay interest on the bonds on March 1,
June 1, September 1 and December 1 of each year. The first interest payment on
the bonds will be made on December 1, 2004. The bonds will be issued in
denominations of $1,000 and integral multiples thereof.
The bonds will be redeemable at our option, in whole or in part, at any time on
or after September 1, 2009, prior to maturity of the bonds, at a redemption
price equal to 100% of the principal amount of the bonds being redeemed plus
accrued and unpaid interest thereon to the redemption date. Purchasers also have
the right to tender their bonds for redemption by us, in whole or in part, under
the circumstances and at the redemption prices described in this prospectus
supplement. We will also redeem the bonds, subject to limitations, at the option
of the representative of any deceased beneficial owner of the bonds.
As described in the accompanying prospectus, the bonds are a series of first
mortgage bonds issued under our mortgage, 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 surety bond to be issued by Financial Guaranty Insurance Company
simultaneously with the delivery of the bonds.
[LOGO]
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the bonds or determined that this
prospectus supplement or the accompanying prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
Investing in the bonds involves risks. See "Risk Factors" beginning on
page S-4.
<Table>
<Caption>
Price to Underwriting Proceeds
Public Discounts to Us
Per bond 100.00% 3.15% 96.85%
Total....................................................... $40,000,000 $1,260,000 $38,740,000
</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.
The bonds will not be listed on any securities exchange. Currently, there is no
public market for the bonds.
The underwriters expect to deliver the bonds to investors through the book-entry
delivery system of The Depository Trust Company on or about August 17, 2004.
<Table>
JPMorgan Edward Jones
</Table>
August 10, 2004
<Page>
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-3
Risk Factors................................................ S-4
Forward-Looking Information................................. S-6
Entergy New Orleans, Inc.................................... S-8
Selected Financial Information.............................. S-8
Use of Proceeds............................................. S-9
Description of the Bonds.................................... S-9
Bond Insurance.............................................. S-15
Ratings..................................................... S-18
Underwriting................................................ S-19
Experts..................................................... S-20
Legality.................................................... S-20
Appendix A--Form of Redemption Request...................... A-1
Appendix B--Specimen Surety Bond............................ B-1
Prospectus
Risk Factors................................................ 1
Forward-Looking Information................................. 3
About this Prospectus....................................... 4
Entergy New Orleans, Inc.................................... 4
Ratios of Earnings to Fixed Charges......................... 4
Where You Can Find More Information......................... 5
Use of Proceeds............................................. 5
Description of the Bonds.................................... 6
Experts..................................................... 11
Legality.................................................... 11
Plan of Distribution........................................ 11
</Table>
------------------------
In this prospectus supplement, "we," "us," "our" and "Entergy New Orleans"
refer to Entergy New Orleans, Inc.
S-2
<Page>
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. In addition to the documents listed under "Where You Can Find
More Information" in the accompanying prospectus, we incorporate by reference
our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2004 and
June 30, 2004, our Current Report on Form 8-K dated March 11, 2004 (filed
April 13, 2004), 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-3
<Page>
RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE INFORMATION WE HAVE INCLUDED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS
DESCRIBED BELOW, AS WELL AS THE FACTORS LISTED IN "FORWARD-LOOKING INFORMATION"
IMMEDIATELY FOLLOWING THE RISK FACTORS. THESE RISK FACTORS UPDATE AND RESTATE
THE RISK FACTORS CONTAINED IN THE ACCOMPANYING PROSPECTUS AND THEREFORE ARE
INTENDED TO SUPERSEDE THOSE RISK FACTORS.
Ratepayers have instituted the proceedings described below against us in
which we have significant potential exposure. A final adverse decision in any of
these proceedings could result in a material decrease in our revenues and cash
flow.
- A group of residential and business ratepayers commenced a proceeding
before the New Orleans City Council (the "Council") in which they allege
that we overcharged ratepayers by at least $300 million since 1975 in
violation of limits on our rate of return allegedly established by
ordinances passed by the Council in 1922 and that we should be required to
refund between $240 and $825 million to our ratepayers. The plaintiffs
seek, among other things, (i) a declaratory judgment that such ordinances
have been violated; and (ii) a remand to the Council for the establishment
of the amount of overcharges plus interest. We filed testimony stating
that we have charged only those rates authorized by the Council in
accordance with applicable law and that no refund is therefore warranted.
Discovery is ongoing. The Council denied a motion filed by the plaintiffs
seeking the recusal of the Council and the disqualification of the
advisors representing the Council in this proceeding. The plaintiffs
appealed the ruling and in October 2003, the court of appeal affirmed the
decision of the trial court. In November 2003, the plaintiffs filed a writ
application seeking relief at the Louisiana Supreme Court, which was
denied in February 2004. In December 2003, the advisors for the Council
filed a motion to bifurcate the hearing in this matter, such that the
effect of the provision of the 1922 ordinance in setting lawful rates
would be considered first. Only if it is determined that this provision
establishes a limitation would the remaining issues be reached. In
April 2004, the Council adopted a resolution granting the advisors' motion
to bifurcate and setting for hearing in January 2005 the merits of the
issue of the proper effect to be given to the 1922 ordinance in setting
lawful rates.
- A group of ratepayers filed a complaint with the Council alleging that we
and certain of our affiliates engaged in fuel procurement and power
purchasing practices and included certain costs in our fuel adjustment
charges that could have resulted in our customers being overcharged by
more than $100 million over a period of years. In February 2004, the
Council approved a resolution that results in a refund to customers of
$11.3 million, including interest, during the months of June through
September 2004. Management believes that it has adequately provided for
the liability associated with this proceeding. The resolution concludes,
among other things, that the record does not support an allegation that
our actions or inactions, either alone or in concert with any of our
affiliates, constituted a misrepresentation or a suppression of the truth
made to obtain for us an unjust advantage or to cause loss, inconvenience
or harm to our ratepayers. The plaintiffs have appealed this Council
resolution to the Civil District Court for the Parish of Orleans,
Louisiana ("CDC"). Oral argument on the plaintiffs' appeal is scheduled
for February 2005. The plaintiffs had also filed a companion proceeding in
the CDC seeking damages for various alleged state law causes of action,
including treble damages for alleged injuries arising from our alleged
S-4
<Page>
violation of Louisiana antitrust laws, based on factual allegations
similar to the factual allegations that the plaintiffs made in their
complaint filed with the Council. We filed exceptions to the plaintiffs'
allegations, asserting, among other things, that jurisdiction over these
issues rests with the Council and the Federal Energy Regulatory Commission
("FERC"). If necessary, at the appropriate time, we will also raise our
defenses to the antitrust claims. In March 2004, the plaintiffs
supplemented and amended their class action petition. The companion suit
in the CDC was stayed by stipulation of the parties until final
disposition of the plaintiffs' appeal from the proceeding discussed in the
paragraph above.
Although we think that the allegations against us in these proceedings are
without merit and we intend to defend them vigorously, an adverse determination
in any of these proceedings is possible. In view of the monetary amounts at
issue, a final adverse determination may possibly result in a material decrease
in our revenues and cash flow.
In addition to these proceedings, the Council institutes from time to time
inquiries into various matters concerning our business, financial condition,
financial arrangements, and agreements. These inquiries are made in various
forms and may include a letter or the initiation of a docketed proceeding.
Adverse outcomes with respect to the appeal of our Rate Settlement Agreement
with the Council or the FERC proceeding relating to the power purchase
agreements comprising our resource plan could have a material adverse effect on
our results of operations and financial condition.
On May 15, 2003, the Council approved an agreement (the "Rate Settlement
Agreement") with us that settled several matters pertaining to (1) our
application for an increase in our electric and gas base rates, (2) our
application for authorization to enter into certain contracts for the purchase
of capacity and energy, and (3) the participation by the Council in a proceeding
brought by it and the Louisiana Public Service Commission before the FERC
concerning rough production cost equalization under the system agreement among
us and certain of our affiliates (the "System Agreement"). The terms of the Rate
Settlement Agreement with the Council provide for, among other things, the
following:
- an increase in our electric base rates by $18.4 million annually and an
increase in our gas base rates by $11.8 million annually, that began with
the first billing cycle in June 2003;
- the implementation of separate formula rate plans for electric and gas
services that will be in effect until 2005 and that provide for a midpoint
return on equity of 11.25%, based upon a capital structure that includes a
target equity component of 42%, and that provide for us to earn a return
on equity between 10.25% and 12.25% for our electric operations and
between 11.0% and 11.5% for our gas operations, with earnings in those
ranges not resulting in a change in rates;
- the implementation of a generation performance-based rate calculation in
our electric fuel adjustment clause that will provide us with incentives
to reduce our fuel and purchased power costs, such incentives being in the
form of shared savings where we receive 10% of all such savings in excess
of $20 million, based on a defined benchmark, subject to a limit of a
13.25% return on equity for our electric operations as provided for in the
electric formula rate plan, and we bear 10% of any "negative" fuel and
purchased power cost savings;
S-5
<Page>
- the authorization for us to enter into certain agreements, including a
capacity purchase call option and three power purchase agreements
(collectively, the "PPAs") with certain of our affiliates, such PPAs being
subject to the approval of the FERC; and
- the withdrawal by the Council as a complainant in the proceeding before
the FERC concerning the System Agreement.
In the resolution approving the terms of the Rate Settlement Agreement, the
Council indicated that, if the Council decided in favor of the ratepayers in
either Council proceeding described in the immediately preceding Risk Factor,
the impact of any such decision on the Rate Settlement Agreement would have to
be determined. The Council also indicated in such resolution that the terms and
conditions of our PPAs authorized by the Rate Settlement Agreement are
fundamental to the Rate Settlement Agreement and, as a result of a decision of
the FERC in the proceeding concerning the System Agreement or any FERC order
requiring a material change in the terms and conditions of the PPAs, the Council
may initiate an investigation to determine what prospective action, if any,
would be warranted by any such FERC decision or order to preserve the benefits
that were otherwise projected to accrue to ratepayers under the Rate Settlement
Agreement. On June 6, 2003, certain ratepayer-intervenors appealed the Council's
approval of the Rate Settlement Agreement to the CDC. However, the rates
established under the terms of the Rate Settlement Agreement remain in effect
while the appeal is pending. We and the Council have opposed the appeal but
cannot predict its outcome.
In accordance with the terms of the Rate Settlement Agreement, on June 6,
2003, the Council withdrew as a complainant in the System Agreement proceeding
before the FERC, but continues to participate as an intervenor. In April 2004,
the Council issued a resolution directing Entergy Louisiana, Inc. and us to
notify the Council and obtain prior approval for any action that would
materially modify, amend, or terminate the System Agreement for us or certain of
our affiliates. We and Entergy Louisiana appealed the Council's resolution on
the basis that the imposition of this requirement with respect to the System
Agreement, a FERC-approved tariff, exceeds the Council's jurisdiction and
authority. In July 2004, the Council answered the appeal and filed a third party
demand and counterclaim against us and certain of our affiliates, seeking a
declaratory judgment that we and certain of our affiliates cannot terminate the
System Agreement until obligations owed under the Rate Settlement Agreement are
satisfied.
On May 30, 2003, the FERC accepted for filing the PPAs with certain of our
affiliates that comprise part of our resource plan, with the contracts becoming
effective on June 1, 2003, subject to refund. The FERC also established a
hearing process to review the justness and reasonableness of the PPAs. Several
parties have intervened or filed protests regarding the request-for-proposals
process and the PPAs filed with the FERC. The hearing on the PPAs has commenced.
We cannot predict the outcome of this proceeding.
FORWARD-LOOKING INFORMATION
From time to time, we make statements concerning our expectations, beliefs,
plans, objectives, goals, strategies, and future events or performance. Such
statements are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Although we believe that these
forward-looking statements and the underlying assumptions are reasonable, we
cannot provide assurance that they will prove correct. Except to the extent
required by the federal securities laws, we undertake no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
S-6
<Page>
Forward-looking statements involve a number of risks and uncertainties, and
there are factors that could cause actual results to differ materially from
those expressed or implied in the statements. Some of those factors (in addition
to others described elsewhere in this prospectus supplement and in subsequent
securities filings) include:
- resolution of pending and future rate cases and negotiations, including
various performance-based rate discussions, and other regulatory
decisions, including those related to Entergy's System Agreement and our
utility supply plan;
- our ability to reduce our operation and maintenance costs, including the
uncertainty of negotiations with unions to agree to such reductions;
- the performance of our generating plants;
- the prices and availability of power we must purchase for our utility
customers;
- changes in the financial markets, particularly those affecting the
availability of capital and our ability to refinance existing debt and to
fund capital expenditures;
- actions of rating agencies, including changes in the ratings of debt and
preferred stock, and changes in the rating agencies' ratings criteria;
- changes in inflation and interest rates;
- volatility and changes in markets for electricity, natural gas, uranium,
and other energy-related commodities;
- changes in utility regulation, including the beginning or end of retail
and wholesale competition, the ability to recover net utility assets and
other potential stranded costs, the establishment of a regional
transmission organization that includes our service territory, and the
establishment of market power criteria by the FERC;
- changes in regulation of nuclear generating facilities and nuclear
materials and fuel, including possible shutdown of nuclear generating
facilities;
- uncertainty regarding the establishment of permanent sites for spent
nuclear fuel storage and disposal;
- changes in law resulting from proposed energy legislation;
- changes in environmental, tax, and other laws, including requirements for
reduced emissions of sulfur, nitrogen, carbon, mercury, and other
substances;
- the economic climate, and particularly growth in our service territory;
- variations in weather, hurricanes, and other disasters;
- advances in technology;
- the potential effects of threatened or actual terrorism and war;
- the success of our strategies to reduce current tax payments;
- the effects of litigation and government investigations;
- changes in accounting standards, corporate governance and securities law
requirements; and
- our ability to attract and retain talented management and directors.
S-7
<Page>
ENTERGY NEW ORLEANS, INC.
Entergy New Orleans, Inc. is a corporation organized under the laws of the
State of Louisiana. We have our principal office at 1600 Perdido Street, New
Orleans, Louisiana 70119, telephone (504) 670-3600. We are a wholly owned
subsidiary of Entergy Corporation. We are an electric and gas public utility
company providing services to customers in New Orleans, Louisiana since 1926.
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 statements and
other financial information contained in the documents incorporated by
reference.
<Table>
<Caption>
For the Twelve Months Ended
---------------------------------------------------------------------------
December 31,
June 30, -------------------------------------------------------------
2004 2003 2002 2001 2000 1999
----------- --------- ----------- ----------- --------- ---------
(Unaudited)
Income Statement Data:
Operating Revenues......... $715,148 $654,016 $507,874 $630,850 $640,290 $507,788
Operating Income........... 50,862 27,918 17,350 7,050 39,386 42,536
Interest Expense (net)..... 17,246 16,961 22,261 14,656 12,377 14,680
Net Income (Loss).......... 22,039 7,859 (230) (2,195) 16,518 18,961
Ratio of Earnings to Fixed
Charges(1)............... 2.92 1.73 --(2) --(3) 2.66 3.00
</Table>
<Table>
<Caption>
As of June 30, 2004
----------------------
Amount Percent
----------- --------
(Unaudited)
Balance Sheet Data:
Common Stock and Paid-in Capital.......................... $ 70,038 17.5%
Retained Earnings......................................... 80,068 20.1%
-------- -----
Total Common Shareholder's Equity....................... 150,106 37.6%
Preferred Stock (without sinking fund).................... 19,780 5.0%
First Mortgage Bonds...................................... 229,253 57.4%
-------- -----
Total Capitalization.................................... $399,139 100.0%
======== =====
</Table>
- ------------------------
(1) "Earnings" as defined by Item 503(d) of Regulation S-K of the SEC 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) Earnings for the twelve months ended December 31, 2002 were not adequate to
cover fixed charges by $0.7 million.
(3) Earnings for the twelve months ended December 31, 2001 were not adequate to
cover fixed charges by $6.6 million.
S-8
<Page>
USE OF PROCEEDS
We anticipate our net proceeds from the sale of the bonds will be
approximately $37.8 million after deducting underwriting discounts and estimated
offering expenses, including the initial premium for the surety bond. We will
use the net proceeds we receive from the issuance and sale of the bonds,
together with other available corporate funds, to redeem prior to maturity
(1) $30 million in principal amount of our General and Refunding Mortgage Bonds,
7.55% Series due September 1, 2023, at a redemption price of 103.34% of the
principal amount thereof plus accrued interest thereon to the redemption date,
and (2) a portion of $45 million in principal amount of our General and
Refunding Mortgage Bonds, 8% Series due March 1, 2023, at a redemption price of
103.30% of the principal amount thereof plus accrued interest thereon to the
redemption date. Pending the use of the net proceeds in connection with these
redemptions, we intend to make these funds available for use through the Entergy
system money pool.
DESCRIPTION OF THE BONDS
Interest and Maturity
We are offering $40 million of Insured Quarterly First Mortgage Bonds, 5.65%
Series due September 1, 2029 under the mortgage described in the accompanying
prospectus. We will pay interest on the bonds on March 1, June 1, September 1
and December 1 of each year, beginning on December 1, 2004. 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 property additions. As of June 30, 2004, approximately $32 million
of first mortgage bonds could have been issued on the basis of retired bond
credits and approximately $133 million on the basis of property additions. 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 6.65% 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 and, for any period shorter than a full month, on the basis
of the actual number of days elapsed. 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.
"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.
Form
The bonds will be issued in denominations of $1,000 and integral multiples
thereof. The bonds will be represented by a global certificate without coupons
registered in the name of a nominee of DTC. As long as the bonds are registered
in the name of DTC or its nominee, we will pay principal, premium, if any, 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
S-9
<Page>
accompanying prospectus under the heading "Description of the Bonds--Book-Entry
Only Securities."
Optional Redemption of Bonds
We may redeem the bonds, in whole or in part, at our option, on not less
than 30 days nor more than 60 days notice, at any time on or after September 1,
2009, at a redemption price equal to 100% of the principal amount of the bonds
being redeemed plus accrued and unpaid interest thereon to the redemption date;
provided, however, in the event that the City of New Orleans takes or acquires
all or substantially all of our property subject to our mortgage as described
under "--Redemption of Bonds at Option of Holders," during the period commencing
on the occurrence of such event and ending on the day following the date that
the bonds are redeemable by us as described under "--Redemption of Bonds at
Option of Holders," the redemption price shall be 101% of the principal amount
of the bonds being redeemed plus accrued and unpaid interest thereon to the
redemption date.
If we elect to partially redeem the bonds, the particular bonds to be
redeemed shall be selected by the corporate trustee by such method as the
corporate trustee shall deem fair and appropriate.
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. Unless we default in payment of the
applicable redemption price, on and after the redemption date, interest will
cease to accrue on the bonds or the portions thereof called for redemption.
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.
Redemption of Bonds at Option of Holders
The terms of the franchise ordinances pursuant to which we provide electric
and gas service to the City of New Orleans state that the City has a continuing
option to purchase our electric and gas properties. If all or substantially all
of our property subject to our mortgage is taken or acquired by the City of New
Orleans or any instrumentality or designee thereof, upon the consummation of
this taking or acquisition, we have agreed to direct the corporate trustee to
send a written notice to each registered holder of bonds then outstanding
stating that each such holder has the right to require us to redeem its bonds,
in whole or in part, at the special redemption price of 101% of the principal
amount of the bonds being redeemed plus accrued and unpaid interest thereon to
the redemption date.
Upon the mailing of notice by the corporate trustee, each holder will have
45 days to deliver written notice to the corporate trustee of such holder's
intent to have its bonds redeemed by us in accordance with the preceding
paragraph on the 60th day following the date of the notice upon delivery and
surrender of such bond. Only Cede & Co., DTC's nominee, as the registered holder
of the bonds, may elect to have bonds so redeemed. Accordingly, beneficial
owners that desire to elect to have bonds so redeemed must instruct the
participant through which they own their interest to direct DTC to elect to have
their bonds so redeemed on their behalf by sending the requisite written notice
to the corporate trustee. In order to ensure that the corporate trustee receives
the requisite written notice in a timely fashion, the applicable beneficial
owner should consult the participant
S-10
<Page>
through which it owns an interest in the bonds for the participant's deadline
for receiving instructions of this type. Participants may have different
deadlines for accepting instructions from their customers.
Exchange or Redemption of Bonds upon Merger or Consolidation
We have not waived our right under our mortgage to make an exchange offer
for all outstanding first mortgage bonds under the circumstances described in
the accompanying prospectus under the heading "Description of the
Bonds--Redemption and Purchase--Exchange or Redemption upon Merger or
Consolidation". Accordingly, if this type of exchange offer is made, holders of
all outstanding first mortgage bonds, including the bonds, either must accept
the exchange offer or tender their bonds to us for redemption at a redemption
price of 100% of the principal amount of the bonds plus accrued and unpaid
interest thereon to the redemption date.
Mandatory Redemption of Bonds
In the event that
(1) unless otherwise consented to by Financial Guaranty Insurance
Company ("Financial Guaranty"),
(a) we reorganize or otherwise transfer a substantial portion
of our assets,
(b) the reorganization or transfer results in us no longer
being a regulated distribution company, and
(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, or
(2) so long as the bonds are outstanding, the corporate trustee
receives notification from Financial Guaranty of our nonpayment of the
annual insurance premium under the insurance agreement between us and
Financial Guaranty under which Financial Guaranty will issue the surety
bond (each of clause (1) and (2) an "Insurance Event"),
and Financial Guaranty has not waived the Insurance Event or we have not
otherwise cured the Insurance Event 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 September 1, 2009, 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 the Insurance Event specified in clause (1) above occurs
on or prior to July 3, 2009, we will redeem the bonds on September 1, 2009;
otherwise, if the Insurance Event specified in clause (1) or (2) above occurs on
or after July 4, 2009, we will redeem the bonds within sixty days of such
Insurance Event, but in no event earlier than September 1, 2009.
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.
Redemption of Bonds By Us Upon Death of a Beneficial Owner
Unless the bonds have been declared due and payable prior to their maturity
by reason of a default under our mortgage, or have been previously redeemed or
otherwise repaid, the
S-11
<Page>
Representative (as hereinafter defined) of a deceased Beneficial Owner (as
hereinafter defined) has the right, on or after March 2, 2005, to request
redemption prior to stated maturity of all or part of his interest in the bonds,
and we will be obligated to redeem such bonds. However, during the period from
March 2, 2005 through and including March 1, 2006 (which we refer to as the
"initial period"), and during any twelve-month period that ends on and includes
each March 1 thereafter (and during the period March 2, 2029 to and including
August 31, 2029) (each of which we refer to as a "subsequent period"), we will
not be obligated to redeem (i) on behalf of a deceased Beneficial Owner any
interest in the bonds which exceeds $25,000 principal amount or (ii) interests
in the bonds exceeding $400,000 in aggregate principal amount. A request for
redemption may be initiated by the Representative of a deceased Beneficial Owner
at any time and in any principal amount, provided that the principal amount is
in an integral multiple of $1,000.
We may, at our option, redeem interests of any deceased Beneficial Owner in
the bonds in the initial period or any subsequent period in excess of the
$25,000 limitation. Any such redemption, to the extent that it exceeds the
$25,000 limitation for any deceased Beneficial Owner, shall not be included in
the computation of the $400,000 aggregate limitation for the bonds for the
initial period or the applicable subsequent period, as the case may be, or for
any succeeding subsequent period. We may, at our option, redeem interests of
deceased Beneficial Owners in the bonds, in the initial period or any subsequent
period in an aggregate principal amount exceeding the $400,000 aggregate
limitation. Any such redemption, to the extent it exceeds the $400,000 aggregate
limitation, shall not reduce the aggregate limitation for any subsequent period.
Upon any determination by us to redeem bonds in excess of the $25,000 limitation
or the $400,000 aggregate limitation, such bonds will be redeemed in the order
of the receipt of redemption requests by the corporate trustee.
A request for redemption of an interest in the bonds may be initiated by the
personal representative or other person authorized to represent the estate of
the deceased Beneficial Owner or by a surviving joint tenant(s) or tenant(s) by
the entirety or the trustee of a trust (each, a "Representative"). The
Representative shall deliver a request to the Participant (hereinafter defined)
through whom the deceased Beneficial Owner owned such interest, in form
satisfactory to the Participant, together with evidence of the death of the
Beneficial Owner, evidence of the authority of the Representative satisfactory
to the Participant, such waivers, notices or certificates as may be required
under applicable state or federal law and such other evidence of the right to
such redemption as the Participant shall require. The request shall specify the
principal amount of the interest in the bonds to be redeemed. Subject to the
rules and arrangements applicable to the depository, the participant will then
deliver to the depository, which in this case initially will be DTC, a request
for redemption substantially in the form attached as Appendix A to this
prospectus supplement. On receipt of a redemption request, it is the customary
procedure of the depository to forward the request to the corporate trustee. The
corporate trustee shall maintain records with respect to redemption requests
received by it, including the date of receipt, the name of the Participant
filing the redemption request and the status of each redemption request with
respect to the $25,000 limitation and the $400,000 aggregate limitation. The
corporate trustee will immediately file with us each redemption request it
receives, together with the information regarding the eligibility of the
redemption request with respect to the $25,000 limitation and the $400,000
aggregate limitation. We, the depository, and the corporate trustee:
- may conclusively assume, without independent investigation, that the
statements contained in each redemption request are true and correct; and
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- shall have no responsibility:
- for reviewing any documents submitted to the Participant by the
Representative or for determining whether the applicable decedent is in
fact the Beneficial Owner of the interest in the bonds to be redeemed
or is in fact deceased; and
- for determining whether the Representative is duly authorized to
request redemption on behalf of the applicable Beneficial Owner.
Subject to the $25,000 limitation and the $400,000 aggregate limitation, we
will, after the death of any Beneficial Owner, redeem the interest of such
Beneficial Owner in the bonds on the next interest payment date occurring not
less than 30 days following our receipt of a redemption request from the
corporate trustee. If redemption requests exceed the aggregate principal amount
of interests in bonds required to be redeemed during the initial period or
during any subsequent period, then excess redemption requests will be applied,
in the order received by the corporate trustee, to successive subsequent
periods, regardless of the number of subsequent periods required to redeem such
interests, unless maturity occurs first. We may at any time notify the corporate
trustee that we will redeem, on the next interest payment date occurring not
less than 30 days thereafter, all or any lesser amount of bonds for which
redemption requests have been received but that are not then eligible for
redemption by reason of the $25,000 limitation or the $400,000 aggregate
limitation. Such bonds will be redeemed in the order of receipt of redemption
requests by the corporate trustee.
We will pay 100% of the principal amount plus any unpaid interest accrued to
(but excluding) the redemption date for the bonds we redeem pursuant to a
redemption request of a Representative of a deceased Beneficial Owner. Subject
to arrangements with the depository, payment for interests in the bonds to be
redeemed shall be made to the depository in the aggregate principal amount
specified in the redemption requests submitted to the corporate trustee by the
depository that are to be fulfilled in connection with such payment upon
presentation of the bonds to the corporate trustee for redemption. The principal
amount of any bonds acquired or redeemed by us other than by redemption at the
option of any Representative of a deceased Beneficial Owner under the procedures
described in this section of the prospectus supplement shall not be included in
the computation of either the $25,000 limitation or the $400,000 aggregate
limitation for the initial period or for any subsequent period.
For purposes of this section, a "Beneficial Owner" means the person who has
the right to sell, transfer or otherwise dispose of an interest in a bond and
the right to receive the proceeds therefrom, as well as the interest and
principal payable to the holder thereof. In general, a determination of
beneficial ownership in the bonds will be subject to the rules, regulations and
procedures governing the depository and institutions that have accounts with the
depository or a nominee thereof ("Participants").
An interest in a bond held in tenancy by the entirety, joint tenancy or by
tenants in common will be deemed to be held by a single Beneficial Owner and the
death of a tenant by the entirety, joint tenant or tenant in common will be
deemed the death of a Beneficial Owner. The death of a person who, during his
lifetime, was entitled to substantially all of the rights of a Beneficial Owner
of an interest in the bonds will be deemed the death of the Beneficial Owner,
regardless of the recordation of such interest on the records of the
Participant, if such rights can be established to the satisfaction of the
Participant. Such interests shall be deemed to exist in typical cases of nominee
ownership, ownership under the Uniform Gifts to Minors Act or the Uniform
Transfers to Minors
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Act, community property or other similar joint ownership arrangements, including
individual retirement accounts or Keogh [H.R. 10] plans maintained solely by or
for the decedent or by or for the decedent and any spouse, and trust and certain
other arrangements where the decedent has the right to receive all or a portion
of the income and such person has substantially all of the rights of a
Beneficial Owner during such person's lifetime.
In the case of a redemption request which is presented on behalf of a
deceased Beneficial Owner and that has not been fulfilled at the time we give
notice of our election to redeem the bonds, the bonds that are the subject of
such pending redemption request shall be redeemed prior to any other bonds.
Any redemption request may be withdrawn by the person(s) presenting such
request upon delivery of a written request for withdrawal given by the
Participant on behalf of such person to the depository and by the depository to
the corporate trustee not less than 60 days prior to the interest payment date
on which such bonds are eligible for redemption.
We may, at our option, purchase any bonds for which redemption requests have
been received in lieu of redeeming such bonds. Any bonds so purchased by us
shall either be reoffered for sale and sold within 180 days after the date of
purchase or presented to the corporate trustee for redemption and cancellation.
During any time in which the bonds are not represented by a global security
and are issued in definitive form:
- all references in this section of the prospectus supplement to
Participants and the depository, including the depository's governing
rules, regulations and procedures shall be deemed deleted;
- all determinations that the Participants are required to make as described
in this section shall be made by us (including, without limitation,
determining whether the applicable decedent is in fact the Beneficial
Owner of the interest in the bonds to be redeemed or is in fact deceased
and whether the Representative is duly authorized to request redemption on
behalf of the applicable Beneficial Owner); and
- all redemption requests, to be effective, must
- be delivered by the Representative to the corporate trustee, with a
copy to us;
- be in the form of a redemption request (with appropriate changes to
reflect the fact that such redemption request is being executed by a
Representative); and
- be accompanied by the bond that is the subject of the redemption
request, in addition to all documents that are otherwise required to
accompany a redemption request.
No Sinking Fund
The bonds are not subject to redemption under any sinking or improvement
fund or any maintenance or replacement fund.
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 July 31,
2004, if, after giving effect to such dividend or purchase, the aggregate amount
of such dividends or purchases after July 31, 2004
S-14
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(other than dividends we have declared on or before July 31, 2004) exceeds
credits to earned surplus after July 31, 2004 plus $150 million and plus such
additional amounts as the SEC shall approve.
Special Insurance Provisions
Subject to the provisions of our mortgage, so long as Financial Guaranty is
in compliance with its obligations under the surety bond, Financial Guaranty
shall be entitled to control and direct the enforcement of all rights and
remedies with respect to the bonds, except for the rights described under
"--Redemption of Bonds By Us Upon Death of a Beneficial Owner", upon the
occurrence and continuation of a default (as defined in our mortgage). In
addition, so long as Financial Guaranty is in compliance with its obligations
under the surety bond, no amendment, supplement or change to, or other
modification of, our mortgage requiring the consent of holders of the bonds may
be made without the prior written consent of Financial Guaranty. See "Bond
Insurance" in this prospectus supplement.
Additional Information
For additional important information about the bonds, see "Description of
the Bonds" in the accompanying prospectus, including:
(1) additional information about the terms of the bonds, including
security,
(2) general information about our mortgage and the trustees,
(3) a description of certain restrictions contained in our mortgage,
(4) a description of events of default under our mortgage, and
(5) the meaning of certain capitalized terms used but not defined in this
prospectus supplement.
BOND INSURANCE
Financial Guaranty has supplied the following information for inclusion in
this prospectus supplement. Reference is made to Appendix B to this prospectus
supplement for a specimen of the surety bond to be issued by Financial Guaranty.
No representation is made by Entergy New Orleans or the underwriters as to the
accuracy or completeness of this information.
The Surety Bond
Concurrently with the issuance of the bonds, Financial Guaranty will issue a
surety bond for the benefit of the holders of the bonds. The surety bond will
unconditionally guarantee the payment of principal of (at stated maturity), and
interest on, the bonds, as such payments shall become Due for Payment, but shall
be unpaid by reason of Nonpayment by Entergy New Orleans. Financial Guaranty
will make such payments to U.S. Bank Trust National Association, or its
successor, as its agent (the "Fiscal Agent"), on the later of the date on which
such principal or interest (as applicable) is Due for Payment or on the business
day next following the day on which Financial Guaranty shall have received
notice (in accordance with the terms of the surety bond) from a holder of the
bonds or from the corporate trustee or paying agent (if any) of Nonpayment by
Entergy New Orleans of such amount. The Fiscal Agent will disburse such amount
Due for Payment on the bonds to the holder of such bonds or to the corporate
trustee or paying agent (if any) upon receipt by the Fiscal Agent of evidence
satisfactory to the Fiscal Agent of the holder's right to receive payment of
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principal or interest Due for Payment and evidence, including any appropriate
instruments of assignment, that all of such holder's rights to payment of such
principal or interest shall be vested in Financial Guaranty. The term
"Nonpayment" in respect of the bonds means the failure of Entergy New Orleans to
have provided sufficient funds to the corporate trustee or paying agent for
payment in full of all principal or interest Due for Payment (as applicable)
made to a holder of bonds by or on behalf of Entergy New Orleans which has been
recovered from such holder pursuant to the United States Bankruptcy Code by a
trustee in bankruptcy in accordance with a final, nonappealable order of a court
having competent jurisdiction. "Due for Payment" means, when referring to the
principal of a bond, the stated maturity date thereof and does not refer to any
earlier date on which payment is due by reason of call for redemption,
acceleration or other advancement of maturity and means, when referring to
interest on a bond, the stated date for payment of interest. Once issued, the
surety bond is non-cancellable. The surety bond covers failure to pay principal
of the bonds on their stated maturity date and not on any other date on which
the bonds may have been otherwise called for redemption, accelerated or advanced
in maturity, and covers the failure to pay an installment of interest on the
stated date of its payment.
The surety bond is not covered by the Property/Casualty Insurance Security
Fund specified in Article 76 of the New York Insurance Law.
Financial Guaranty Insurance Company
Financial Guaranty, a New York stock insurance corporation, is a direct,
wholly-owned subsidiary of FGIC Corporation, a Delaware corporation, and
provides financial guaranty insurance for public finance and structured finance
obligations. Financial Guaranty is licensed to engage in financial guaranty
insurance in all 50 states, the District of Columbia and the Commonwealth of
Puerto Rico and, through a branch, in the United Kingdom.
On December 18, 2003, an investor group consisting of The PMI Group, Inc.
("PMI"), affiliates of The Blackstone Group L.P. ("Blackstone"), affiliates of
The Cypress Group L.L.C. ("Cypress") and affiliates of CIVC Partners L.P.
("CIVC") acquired FGIC Corporation (the "FGIC Acquisition") from a subsidiary of
General Electric Capital Corporation ("GE Capital"). PMI, Blackstone, Cypress
and CIVC acquired approximately 42%, 23%, 23% and 7%, respectively, of FGIC
Corporation's common stock. FGIC Corporation paid GE Capital approximately
$284.3 million in pre-closing dividends from the proceeds of dividends it, in
turn, had received from the certificate insurer, and GE Capital retained
approximately $234.6 million in liquidation preference of FGIC Corporation's
convertible participating preferred stock and approximately 5% of FGIC
Corporation's common stock. Neither FGIC Corporation nor any of its shareholders
is obligated to pay any debts of Financial Guaranty or any claims under any
insurance surety bond, including the surety bond, issued by Financial Guaranty.
Financial Guaranty is subject to the insurance laws and regulations of the
State of New York, where it is domiciled, including Article 69 of the New York
Insurance Law ("Article 69"), a comprehensive financial guaranty insurance
statute. Financial Guaranty is also subject to the insurance laws and
regulations of all other jurisdictions in which it is licensed to transact
insurance business. The insurance laws and regulations, as well as the level of
supervisory authority that may be exercised by the various insurance regulators,
vary by jurisdiction, but generally require insurance companies to maintain
minimum standards of business conduct and solvency, to meet certain financial
tests, to comply with requirements concerning permitted investments and the use
of surety bond forms and premium rates and to file quarterly and annual
financial statements on
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the basis of statutory accounting principles ("SAP") and other reports. In
addition, Article 69, among other things, limits the business of each financial
guaranty insurer, including Financial Guaranty, to financial guaranty insurance
and certain related lines.
For the six months ended June 30, 2004, and the years ended December 31,
2003 and December 31, 2002, Financial Guaranty had written directly or assumed
through reinsurance, guaranties of approximately $27.1 billion, $42.4 billion
and $47.9 billion par value of securities, respectively (of which approximately
58%, 79% and 81%, respectively, constituted guaranties of municipal bonds), for
which it had collected gross premiums of approximately $162.9 million,
$260.3 million and $232.6 million, respectively. For the six months ended
June 30, 2004, Financial Guaranty had reinsured, through facultative
arrangements, approximately 0.1% of the risks it had written.
The following table sets forth the capitalization of Financial Guaranty as
of December 31, 2002, December 31, 2003 and June 30, 2004, respectively, on the
basis of generally accepted accounting principles ("GAAP"). The June 30, 2004
and December 31, 2003 balances reflect the establishment of a new basis in the
assets and the liabilities of Financial Guaranty resulting from the FGIC
Acquisition and the application of purchase accounting. The December 31, 2002
balances are based upon the historical basis of Financial Guaranty's assets and
liabilities.
Financial Guaranty Insurance Company
CAPITALIZATION TABLE
(Dollars in Millions)
<Table>
<Caption>
December 31, December 31, June 30,
2002 2003 2004
------------ ------------ --------
Unearned Premiums................................. $ 684 $ 919 $ 988
Other Liabilities................................. 255 86 83
Stockholder's Equity
Common Stock.................................... 15 15 15
Additional Paid-in Capital...................... 384 1,858 1,858
Accumulated Other Comprehensive Income.......... 49 2 (46)
Retained Earnings................................. 1,741 94 181
------ ------ ------
Total Stockholder's Equity........................ 2,189 1,969 2,008
------ ------ ------
Total Liabilities and Stockholder's Equity........ $3,128 $2,974 $3,079
====== ====== ======
</Table>
The audited financial statements of Financial Guaranty as of December 31,
2002 and 2003 and for each of the years in the three-year period ended
December 31, 2003, which are included as Exhibit 99.1, and the unaudited
financial statements of Financial Guaranty as of June 30, 2004 and for the six
months ended June 30, 2004 and 2003, which are included as Exhibit 99.2, in each
case, to the Current Report on Form 8-K of Entergy New Orleans dated August 10,
2004 (SEC file number 0-05807) in connection with the registration statement to
which this prospectus supplement relates, are hereby incorporated by reference
in this prospectus supplement. Any statement contained herein under the heading
"Financial Guaranty Insurance Company" or in such Exhibits 99.1 and 99.2, shall
be modified or superseded to the extent required by any statement in any
document subsequently incorporated by reference in this prospectus supplement
with the approval of Financial Guaranty, and shall not be deemed, except as so
modified or superseded, to constitute a part of this prospectus supplement.
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All financial statements of Financial Guaranty (if any) included in
documents filed by Entergy New Orleans with the SEC pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, subsequent to the date of this
prospectus supplement and prior to the termination of the offering of the bonds
shall be deemed to be incorporated by reference into this prospectus supplement
and to be a part hereof from the respective dates of filing of such documents.
Copies of Financial Guaranty's GAAP and SAP financial statements are
available upon request to: Financial Guaranty Insurance Company, 125 Park
Avenue, New York, NY 10017, Attention: Corporate Communications Department.
Financial Guaranty's telephone number is (212) 312-3000.
Neither Financial Guaranty nor any of its affiliates accepts any
responsibility for the accuracy or completeness of, nor have they participated
in the preparation of, the prospectus, the prospectus supplement or any
information or disclosure that is provided to potential purchasers of the bonds,
or omitted from such disclosure, other than with respect to the accuracy of
information regarding Financial Guaranty and the surety bond set forth under the
heading "BOND INSURANCE" herein. In addition, Financial Guaranty makes no
representation regarding the bonds or the advisability of investing in the
bonds.
Financial Guaranty's Credit Ratings
The financial strength of Financial Guaranty is rated "AAA" by Standard &
Poor's, a division of The McGraw-Hill Companies, Inc., "Aaa" by Moody's
Investors Service, and "AAA" by Fitch Ratings. Each rating of Financial Guaranty
should be evaluated independently. The ratings reflect the respective ratings
agencies' current assessments of the insurance financial strength of Financial
Guaranty. Any further explanation of any rating may be obtained only from the
applicable rating agency. These ratings are not recommendations to buy, sell or
hold the bonds, and are subject to revision or withdrawal at any time by the
rating agencies. Any downward revision or withdrawal of any of the above ratings
may have an adverse effect on the market price of the bonds. Financial Guaranty
does not guarantee the market price or investment value of the bonds nor does it
guarantee that the ratings on the bonds will not be revised or withdrawn.
RATINGS
It is anticipated that S&P and Moody's will assign the bonds triple-A
ratings conditioned upon the issuance and delivery by Financial Guaranty at the
time of delivery of the bonds of the surety bond, 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 for 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.
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<Page>
UNDERWRITING
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
- ---- ------------
J.P. Morgan Securities Inc.................................. $ 8,000,000
Edward D. Jones & Co., L.P.................................. $32,000,000
-----------
Total................................................. $40,000,000
===========
</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 initially propose to offer part of the bonds directly to
the public at the price to public set forth on the cover page hereof and part to
certain dealers at a price that represents a concession not in excess of 2.5% of
the principal amount of the bonds. After the initial offering of the bonds, the
offering price and other selling terms may from time to time be varied by the
underwriters.
We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933.
There is presently no trading market for the bonds and there is no assurance
that a market will develop since we do not intend to apply for listing of the
bonds on a national securities exchange. Although they are under no obligation
to do so, the underwriters presently intend to act as market makers for the
bonds in the secondary trading market, but may discontinue such 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.
It is expected that delivery of the bonds will be made on or about the date
specified on the cover page of this prospectus supplement, which will be the
fifth business day (T+5) following the date of this prospectus supplement. Under
Rule 15c6-1 under the Securities Exchange Act of 1934, trades in the secondary
market generally are required to settle in three business days (T+3), unless the
parties to any such trade expressly agree otherwise. Accordingly, the purchasers
who wish to trade the bonds on the date of this prospectus supplement or the
next business day will be required
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<Page>
to specify an alternate settlement cycle at the time of any such trade to
prevent a failed settlement. Purchasers of the bonds who wish to trade the bonds
on the date of this prospectus supplement or the next business day should
consult their own advisors.
We estimate that we will incur offering expenses of approximately $946,000,
which includes the initial insurance premium for the surety bond.
The 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. An affiliate of J.P. Morgan Securities Inc. is a lender 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,
2003 have been audited by Deloitte & Touche LLP, an independent registered
public accounting firm, 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 accounting and auditing.
The predecessor basis financial statements of Financial Guaranty Insurance
Company as of December 31, 2002 and for each of the years in the two-year period
ended December 31, 2002, have been included in our Current Report on Form 8-K
dated August 10, 2004, which is incorporated by reference in the registration
statement to which this prospectus supplement relates in reliance upon the
report of KPMG LLP, independent certified public accountants, which is also
incorporated by reference therein, and upon the authority of said firm as
experts in accounting and auditing.
The financial statements of Financial Guaranty Insurance Company as of
December 31, 2003 and for the periods from December 18, 2003 through
December 31, 2003, and from January 1, 2003 through December 17, 2003 appearing
in Entergy New Orleans' Current Report on Form 8-K dated August 10, 2004, which
is incorporated by reference, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such financial statements are incorporated
herein by reference in reliance upon such report given on the authority of such
firm as experts in accounting and auditing.
LEGALITY
The legality of the bonds will be passed upon for us by Dawn A. Abuso,
Senior Counsel--Corporate and Securities, of Entergy Services, Inc., New
Orleans, Louisiana, and Thelen Reid & Priest LLP, New York, New York, and for
the underwriters by Pillsbury Winthrop LLP, New York, New York. Thelen Reid &
Priest LLP and Pillsbury Winthrop LLP may rely on the opinion of Dawn A. Abuso
as to matters of Louisiana law relevant to their opinions. All legal matters
pertaining to the Company's organization, titles to property, franchises and the
lien of the mortgage and all matters pertaining to Louisiana law will be passed
upon by Dawn A. Abuso.
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APPENDIX A
FORM OF REDEMPTION REQUEST
INSURED QUARTERLY FIRST MORTGAGE BONDS,
5.65% Series due September 1, 2029
(the "Bonds")
CUSIP NO. 29364PAJ2
The undersigned, (the "Participant"), does hereby certify,
pursuant to the provisions of that certain Mortgage and Deed of Trust granted by
Entergy New Orleans, Inc. (the "Company") to Bank of Montreal Trust Company (The
Bank of New York, successor), as corporate trustee, and Z. George Klodnicki
(Stephen J. Giurlando, successor), as trustee, dated as of May 1, 1987, as
supplemented (the "Mortgage"), to The Depository Trust Company (the
"depository"), the Company and the corporate trustee that:
1. [Name of deceased Beneficial Owner] is deceased.
2. [Name of deceased Beneficial Owner] had a $ interest in the
above referenced Bonds.
3. [Name of Representative] is [Beneficial Owner's personal
representative/other person authorized to represent the estate of the Beneficial
Owner/surviving joint tenant/surviving tenant by the entirety/trustee of a
trust] of [Name of deceased Beneficial Owner] and has delivered to the
undersigned a request for redemption in form satisfactory to the undersigned,
requesting that $ principal amount of said Bonds be redeemed
pursuant to said Mortgage. The documents accompanying such request, all of which
are in proper form, are in all respects satisfactory to the undersigned and the
[Name of Representative] is entitled to have the Bonds to which this Request
relates redeemed.
4. The Participant holds the interest in the Bonds with respect to which
this Request for Redemption is being made on behalf of [Name of deceased
Beneficial Owner].
5. The Participant hereby certifies that it will indemnify and hold
harmless the depository, the corporate trustee, and the Company (including their
respective officers, directors, agents, attorneys and employees), against all
damages, loss, cost, expense (including reasonable attorneys' and accountants'
fees), obligations, claims or liability (collectively, the "Damages") incurred
by the indemnified party or parties as a result of or in connection with the
redemption of Bonds to which this Request relates. The Participant will, at the
request of the Company, forward to the Company, a copy of the documents
submitted by [Name of Representative] in support of the request for redemption.
IN WITNESS WHEREOF, the undersigned has executed this Redemption Request as
of , .
<Table>
[PARTICIPANT NAME]
By:
-------------------------------------------------
</Table>
<Table>
Name:
---------------------------------------------
</Table>
<Table>
Title:
-----------------------------------------------
</Table>
A-1
<Page>
APPENDIX B
[LOGO]
FINANCIAL GUARANTY INSURANCE COMPANY
125 Park Avenue
New York, NY 10017
T 212-312-3000
T 800-352-0001
SURETY BOND
<Table>
- ---------------------------------------------------------------------------------
ISSUER: POLICY
NUMBER:
------------------------
CONTROL 0010001
NUMBER:
- ------------------------------------------------------- ------------------------
OBLIGATIONS: PREMIUM:
- ---------------------------------------------------------------------------------
</Table>
Financial Guaranty Insurance Company ("Financial Guaranty"), a New York stock
insurance company, in consideration of the payment of the premium and subject to
the terms of this Surety Bond, hereby unconditionally and irrevocably agrees to
pay to U.S. Bank Trust National Association or its successor, as its agent (the
"Fiscal Agent"), for the benefit of Bondholders, that portion of the principal
and interest on the above-described debt obligations (the "Bonds") which shall
become Due for Payment but shall be unpaid by reason of Nonpayment by the
Issuer.
Financial Guaranty will make such payments to the Fiscal Agent on the date such
principal or interest becomes Due for Payment or on the Business Day next
following the day on which Financial Guaranty shall have received Notice of
Nonpayment, whichever is later. The Fiscal Agent will disburse to the Bondholder
the face amount of principal and interest which is then Due for Payment but is
unpaid by reason of Nonpayment by the Issuer but only upon receipt by the Fiscal
Agent, in form reasonably satisfactory to it, of (i) evidence of the
Bondholder's right to receive payment of the principal or interest Due for
Payment and (ii) evidence, including any appropriate instruments of assignment,
that all of the Bondholder's rights to payment of such principal or interest Due
for Payment shall thereupon vest in Financial Guaranty. Upon such disbursement,
Financial Guaranty shall become the owner of the Bond, appurtenant coupon or
right to payment of principal or interest on such Bond and shall be fully
subrogated to all of the Bondholder's rights thereunder, including the
Bondholder's right to payment thereof.
This Surety Bond is non-cancellable for any reason. The premium on this Surety
Bond is not refundable for any reason, including the payment of the Bonds prior
to their stated maturity. This Surety Bond does not insure against loss of any
prepayment premium which may at any time be payable with respect to any Bond.
To the fullest extent permitted by applicable law, Financial Guaranty hereby
waives, solely for the benefit of Holders of the Bonds, all defenses of any kind
(including, without limitation, the defense of fraud in inducement or fact, any
defense based on any duty claimed to arise from the doctrine of "utmost good
faith" or any similar or related doctrine or any other circumstances that would
have the effect of discharging a surety, guarantor or any other person in law or
in equity) that Financial Guaranty otherwise might have asserted as a defense to
its obligation to pay in full any amounts that have become due and payable in
accordance with the terms and conditions of this Surety Bond. Nothing in this
paragraph, however, shall be deemed to constitute a waiver of any rights,
remedies, claims or counterclaims that Financial Guaranty may have with respect
to the Issuer, or any of its affiliates, whether acquired by subrogation,
assignment or otherwise.
FGIC is a registered service mark used by Financial Guaranty Insurance Company
under license from its parent company, FGIC Corporation.
- --------------------------------------------------------------------------------
Form 9___ (8/04) Page 1 of 2
B-1
<Page>
[LOGO]
FINANCIAL GUARANTY INSURANCE COMPANY
125 Park Avenue
New York, NY 10017
T 212-312-3000
T 800-352-0001
SURETY BOND
- ----------------------------------------------------------------------
As used herein, the term "Bondholder" means, as to a particular Bond, the person
other than the Issuer who, at the time of Nonpayment, is entitled under the
terms of such Bond to payment thereof. "Due for Payment" means, when referring
to the principal of a Bond, the stated maturity date thereof and does not refer
to any earlier date on which payment is due by reason of call for redemption,
acceleration or other advancement of maturity and means, when referring to
interest on a Bond, the stated date for payment of interest. "Nonpayment" in
respect of a Bond means the failure of the Issuer to have provided sufficient
funds to the paying agent for payment in full of all principal and interest Due
for Payment on such Bond. "Notice" means telephonic or telegraphic notice,
subsequently confirmed in writing, or written notice by registered or certified
mail, from a Bondholder or a paying agent for the Bonds to Financial Guaranty.
"Business Day" means any day other than a Saturday, Sunday or a day on which the
Fiscal Agent is authorized by law to remain closed. It is further understood
that the term "Nonpayment" in respect of a Bond includes any payment of
principal or interest made to a Bondholder by or on behalf of the issuer of such
Bond which has been recovered from such Bondholder pursuant to the United States
Bankruptcy Code by a trustee in bankruptcy in accordance with a final,
nonappealable order of a court having competent jurisdiction.
In Witness Whereof, Financial Guaranty has caused this Surety Bond to be affixed
with its corporate seal and to be signed by its duly authorized officer in
facsimile to become effective and binding upon Financial Guaranty by virtue of
the countersignature of its duly authorized representative.
<Table>
[GRAPHIC]
PRESIDENT
EFFECTIVE DATE: AUTHORIZED REPRESENTATIVE
</Table>
U.S. Bank Trust National Association, acknowledges that it has agreed to perform
the duties of Fiscal Agent under this Policy.
[GRAPHIC]
AUTHORIZED OFFICER
FGIC is a registered service mark used by Financial Guaranty Insurance Company
under license from its parent company, FGIC Corporation.
- --------------------------------------------------------------------------------
Form 9___ (8/04) Page 2 of 2
B-2
<Page>
PROSPECTUS
$230,000,000
First Mortgage Bonds
ENTERGY NEW ORLEANS, INC.
1600 Perdido Street
New Orleans, Louisiana 70119
(504) 670-3600
<Table>
WE--
Q May periodically offer our first mortgage bonds in one or
more series; and
Q Will determine the price and other terms of each series of
first mortgage bonds when sold, including whether any series
will be subject to redemption prior to maturity.
THE BONDS--
Q Will be secured by a mortgage that constitutes a first
mortgage lien on substantially all of our property.
YOU--
Q Will receive interest payments in the amounts and on the
dates specified in an accompanying prospectus supplement.
</Table>
THIS PROSPECTUS MAY BE USED TO OFFER AND SELL SERIES OF BONDS ONLY IF
ACCOMPANIED BY THE PROSPECTUS SUPPLEMENT FOR THAT SERIES. WE WILL PROVIDE THE
SPECIFIC TERMS OF EACH SERIES OF BONDS, INCLUDING THEIR OFFERING PRICES,
INTEREST RATES AND MATURITIES, IN A SUPPLEMENT TO THIS PROSPECTUS. SUCH
SUPPLEMENT MAY ALSO ADD, UPDATE, CHANGE OR DELETE INFORMATION IN THIS
PROSPECTUS. YOU SHOULD READ THIS PROSPECTUS AND ANY SUPPLEMENT CAREFULLY BEFORE
YOU INVEST.
INVESTING IN THE FIRST MORTGAGE BONDS INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 1.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE BONDS OR DETERMINED THAT THIS
PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
WE MAY OFFER THESE SECURITIES DIRECTLY OR THROUGH UNDERWRITERS, AGENTS OR
DEALERS. EACH PROSPECTUS SUPPLEMENT WILL PROVIDE THE TERMS OF THE PLAN OF
DISTRIBUTION RELATING TO EACH SERIES OF SECURITIES.
March 30, 2004
<Page>
RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE INFORMATION WE HAVE INCLUDED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS. IN PARTICULAR, YOU SHOULD
CAREFULLY CONSIDER THE RISK FACTORS DESCRIBED BELOW, AS WELL AS THE FACTORS
LISTED IN "FORWARD-LOOKING INFORMATION" IMMEDIATELY FOLLOWING THE RISK FACTORS.
RATEPAYERS HAVE INSTITUTED TWO PROCEEDINGS AGAINST US IN WHICH WE HAVE
SIGNIFICANT POTENTIAL EXPOSURE. A FINAL ADVERSE DECISION IN EITHER OR BOTH OF
THESE PROCEEDINGS COULD RESULT IN A MATERIAL DECREASE IN OUR REVENUES AND CASH
FLOW.
- - A group of residential and business ratepayers commenced a proceeding before
the New Orleans City Council (the "Council") in which they allege that we
overcharged ratepayers since 1975 in violation of limits on our rate of return
allegedly established by ordinances passed by the Council in 1922 and that we
should be required to refund between $240 and $825 million to our ratepayers.
We filed testimony stating that we have charged only those rates authorized by
the Council in accordance with applicable law and that no refund is therefore
warranted. Discovery is ongoing; no date has been set for the hearing on the
merits since the June 2002 date for the hearing on the merits was continued.
The Council denied a motion filed by the plaintiffs seeking the recusal of the
Council and the disqualification of the advisors representing the Council in
this proceeding. The plaintiffs have appealed the ruling of the Civil District
Court for the Parish of Orleans, Louisiana that upheld the denial of the
motion by the Council, and that appeal is currently pending before the
Louisiana Fourth Circuit Court of Appeal.
- - A group of ratepayers filed a complaint with the Council alleging that we and
certain of our affiliates engaged in fuel procurement and power purchasing
practices and included certain costs in our fuel adjustment charges that could
have resulted in our customers being overcharged by more than $100 million
over a period of years. In February 2004, the Council approved a resolution
providing for a refund to customers totalling approximately $11.3 million,
including interest, which amounts are to be credited to customers during the
months of June through September 2004. Management believes that it has
adequately provided for the liability associated with this proceeding as of
December 31, 2003. The resolution concludes, among other things, that the
record does not support an allegation that our actions or inactions, either
alone or in concert with any of our affiliates, constituted a
misrepresentation or a suppression of the truth made to obtain for us an
unjust advantage or to cause loss, inconvenience or harm to our ratepayers.
The plaintiffs have appealed this Council resolution to the Civil District
Court for the Parish of Orleans, Louisiana ("CDC"). The plaintiffs had also
filed a companion proceeding in CDC seeking damages for various alleged state
law causes of action, including treble damages for alleged injuries arising
from our alleged violation of Louisiana antitrust laws, based on factual
allegations similar to the factual allegations that the plaintiffs made in
their complaint filed with the Council. We will have an opportunity to file
exceptions to the plaintiffs' allegations, asserting, among other things, that
jurisdiction over these issues rests with the Council and the FERC. If
necessary, at the appropriate time, we will raise our defenses to the
antitrust claims. The companion suit in the CDC was stayed by stipulation of
the parties pending a decision by the Council.
Although we think that the allegations against us in these two proceedings
are without merit and we intend to defend them vigorously, an adverse
determination in either or both proceedings is possible. In view of the monetary
amounts at issue, a final adverse determination may possibly result in a
material decrease in our revenues and cash flow.
In addition to these proceedings, the Council institutes from time to time
inquiries into various matters concerning our business, financial condition,
financial arrangements, and agreements. These inquiries are made in
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<Page>
various forms and may include a letter or the initiation of a docketed
proceeding.
ADVERSE OUTCOMES WITH RESPECT TO THE APPEAL OF OUR RATE SETTLEMENT AGREEMENT
WITH THE COUNCIL OR THE FERC PROCEEDING RELATING TO THE POWER PURCHASE
AGREEMENTS COMPRISING OUR RESOURCE PLAN COULD HAVE A MATERIAL ADVERSE EFFECT ON
OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On May 15, 2003, the Council approved an agreement (the "Rate Settlement
Agreement") with us that settled several matters pertaining to (1) our
application for an increase in our electric and gas base rates, (2) our
application for authorization to enter into certain contracts for the purchase
of capacity and energy, and (3) the participation by the Council in a proceeding
brought by it and the Louisiana Public Service Commission before the FERC
concerning rough production cost equalization under the system agreement among
us and certain of our affiliates (the "System Agreement"). The terms of the Rate
Settlement Agreement with the Council provide for, among other things, the
following:
- - an increase in our electric base rates by $18.4 million annually and an
increase in our gas base rates by $11.8 million annually, that began with the
first billing cycle in June 2003;
- - the implementation of separate formula rate plans for electric and gas
services that will be in effect until 2005 and that provide for a midpoint
return on equity of 11.25%, based upon a capital structure that includes a
target equity component of 42%, and that provide for us to earn a return on
equity between 10.25% and 12.25% for our electric operations and between 11.0%
and 11.5% for our gas operations, with earnings in those ranges not resulting
in a change in rates;
- - the implementation of a generation performance-based rate calculation in our
electric fuel adjustment clause that will provide us with incentives to reduce
our fuel and purchased power costs, such incentives being in the form of
shared savings where we receive 10% of all such savings in excess of
$20 million, based on a defined benchmark, subject to a limit of a 13.25%
return on equity for our electric operations as provided for in the electric
formula rate plan, and we bear 10% of any "negative" fuel and purchased power
cost savings;
- - the authorization for us to enter into certain agreements, including a
capacity purchase call option and three power purchase agreements
(collectively, the "PPAs") with certain of our affiliates, such PPAs being
subject to the approval of the FERC; and
- - the withdrawal by the Council as a complainant in the proceeding before the
FERC concerning the System Agreement.
In the resolution approving the terms of the Rate Settlement Agreement, the
Council indicated that, if the Council decided in favor of the ratepayers in the
first of the two proceedings described in the immediately preceding Risk Factor,
the impact of any such decision on the Rate Settlement Agreement would have to
be determined. The Council also indicated in such resolution that the terms and
conditions of our PPAs authorized by the Rate Settlement Agreement are
fundamental to the Rate Settlement Agreement and, as a result of a decision of
the FERC in the proceeding concerning the System Agreement or any FERC order
requiring a material change in the terms and conditions of the PPAs, the Council
may initiate an investigation to determine what prospective action, if any,
would be warranted by any such decision or order to preserve the benefits that
were otherwise projected to accrue to ratepayers under the Rate Settlement
Agreement.
In accordance with the terms of the Rate Settlement Agreement, the Council
filed on June 6, 2003 a notice of withdrawal as a complainant in the System
Agreement proceeding before the FERC but will continue as an intervenor in the
proceeding. On June 6, 2003, certain ratepayer-intervenors filed in the Civil
District Court for the Parish of Orleans, Louisiana a petition for judicial
review and appeal of the Council decision of May 15, 2003 approving the Rate
Settlement Agreement. However, the rates established under the terms
2
<Page>
of the Rate Settlement Agreement remain in effect while the appeal is pending.
We cannot predict the outcome of this appeal.
On May 30, 2003, the FERC accepted for filing the PPAs with certain of our
affiliates that comprise part of our resource plan, effective June 1, 2003,
subject to refund, but established a hearing process to review the justness and
reasonableness of the PPAs. Several parties have intervened or filed protests
regarding the request-for-proposals process and the PPAs filed with the FERC,
and the proceeding is set for hearing in June 2004. We cannot predict the
outcome of this proceeding.
FORWARD-LOOKING INFORMATION
From time to time we make statements concerning our expectations, beliefs,
plans, objectives, goals, strategies, and future events or performance. Those
statements are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Although we believe that these
forward-looking statements and the underlying assumptions are reasonable, we
cannot provide assurance that they will prove to be correct. Except to the
extent required by federal securities laws, we undertake no obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
Forward-looking statements involve a number of risks and uncertainties, and
there are factors that could cause actual results to differ materially from
those results expressed or implied in the statements. Some of those factors (in
addition to other factors described elsewhere in this prospectus, any prospectus
supplement, and subsequent securities filings) include:
- - resolution of future rate cases and negotiations and other regulatory
decisions, including those decisions related to the System Agreement and our
utility supply plan;
- - our ability to reduce our operation and maintenance costs, including the
uncertainty of negotiations with unions to agree to such reductions;
- - the performance of our generating plants;
- - changes in regulation of nuclear generating facilities and nuclear materials
and fuel, including possible shutdown of nuclear generating facilities;
- - the prices and availability of power that we must purchase for our utility
customers;
- - changes in the financial markets, particularly those affecting the
availability of capital and our ability to refinance existing debt and to fund
capital expenditures;
- - actions of rating agencies, including changes in the ratings of debt and
preferred stock;
- - changes in inflation and interest rates;
- - volatility and changes in markets for electricity, natural gas, and other
energy-related commodities;
- - changes in utility regulation, including
- - the beginning or end of retail and wholesale competition, the ability to
recover net utility assets and other potential stranded costs, and the
establishment of a regional transmission organization that includes our
service territory;
- - changes in laws resulting from proposed energy legislation;
- - changes in environmental, tax and other laws, including requirements for
reduced emissions of sulfur, nitrogen, carbon, mercury, and other substances;
- - the economic climate, and particularly growth in our service territory;
- - variations in weather, hurricanes and other natural disasters;
- - advances in technology;
- - the potential impacts of threatened or actual terrorism and war;
- - the effects of litigation;
- - changes in accounting standards;
3
<Page>
- - changes in corporate governance and securities law requirements; and
- - our ability to attract and to retain talented management and directors.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement we filed with the 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 $230 million. This prospectus provides a general
description of the bonds being offered. Each time we sell a series of bonds, we
will provide a prospectus supplement containing specific information about the
terms of that series of bonds 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 NEW ORLEANS, INC.
We are an electric and gas public utility company providing services to
customers in New Orleans, Louisiana since 1926.
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
Mississippi, 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 us, Entergy
Arkansas, Inc., Entergy Louisiana, Inc., and Entergy Mississippi, Inc. under a
Unit Power Sales Agreement. Our allocated share of Grand Gulf's capacity and
energy, together with related costs, is 17%. Payments made by us under the Unit
Power Sales Agreement are generally recovered through rates set by the City
Council of the City of New Orleans, Louisiana, which regulates electric and gas
service, rates and charges and issuances of securities.
Together with Entergy Arkansas, Inc., Entergy Louisiana, Inc. and Entergy
Mississippi, 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, pending legal and regulatory proceedings,
earnings coverage requirements under our Restatement of Articles of
Incorporation, as amended, which limit the amount of additional preferred stock
that we may issue, and earnings coverage and other requirements under our first
mortgage.
RATIOS OF EARNINGS TO FIXED CHARGES
Our ratios of earnings to fixed charges, calculated pursuant to Item 503 of
SEC Regulation S-K, are as follows:
<Table>
<Caption>
TWELVE MONTHS ENDED
DECEMBER 31,
-----------------------------------------------
2003 2002 2001 2000 1999
---- -------- -------- -------- --------
1.73 (a) (b) 2.66 3.00
</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 interest applicable to rentals charged to operating expenses.
4
<Page>
(a) Our earnings for the twelve months ended December 31, 2002 were not adequate
to cover fixed charges by $0.7 million.
(b) Our earnings for the twelve months ended December 31, 2001 were not adequate
to cover fixed chares by $6.6 million.
WHERE YOU CAN FIND MORE INFORMATION
We are required to file annual, quarterly and current reports, proxy
statements and other information with the SEC. These filings are available to
the public on the Internet at the SEC's website (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 requesting documents.
The SEC allows us to incorporate by reference information that we file with
the SEC, which means that 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 are
incorporating by reference the documents listed below, and all documents that we
file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 after the date of the initial registration statement to
which this prospectus relates and prior to the effectiveness of the registration
statement, 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 bonds:
1. Our Annual Report on Form 10-K for the year ended December 31, 2003; and
2. Our Current Report on Form 8-K dated February 20, 2004 (filed February 23,
2004).
You may request a copy of any or all of these filings, free of charge, by
writing or telephoning us at the following address:
Mr. Christopher T. Screen
Assistant Secretary
Entergy New Orleans, Inc.
P. O. Box 61000
New Orleans, Louisiana 70161
(504) 576-4212
or you may access this filing at our website (HTTP://WWW.ENTERGY.COM). 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
information about us or the bonds. We are not, nor are any underwriters, dealers
or agents, making an offer of the bonds in any state where the offer is not
permitted. You should not assume that the information in this prospectus or any
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.
USE OF PROCEEDS
The net proceeds from the offering of the bonds will be used either to
repay, acquire or redeem one or more series of our outstanding bonds or
preferred stock on their stated due dates or in some cases prior to their due
dates, or for other general corporate purposes including the repayment of short
term debt incurred in connection with our capital spending program. The specific
purposes for the proceeds of a particular series of bonds or the specific
securities, if any, to be redeemed with the proceeds of a series of bonds will
be set forth in the prospectus supplement relating to that series.
5
<Page>
DESCRIPTION OF THE BONDS
GENERAL
The bonds will be issued under one or more separate supplemental indentures
to the Mortgage and Deed of Trust dated as of May 1, 1987 between us and The
Bank of New York (successor to Harris Trust Company of New York and Bank of
Montreal Trust Company), as corporate trustee, and Stephen J. Giurlando
(successor to Mark F. McLaughlin and Z. George Klodnicki), as co-trustee. We
refer to this 1987 Mortgage and Deed of Trust as the "mortgage" and to the
corporate trustee and co-trustee as the "trustees." We refer to all first
mortgage bonds issued or to be issued under the mortgage, including the first
mortgage bonds offered by this prospectus, as "bonds."
The statements in this prospectus concerning the 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 exhibits to the
registration statement of which this prospectus is a part. 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
this "Description of the Bonds," those provisions or defined terms are
incorporated by reference in this prospectus.
TERMS OF SPECIFIC SERIES OF THE BONDS
A prospectus supplement and a supplemental indenture relating to each series
of bonds being offered by us will include a description of specific terms
relating to the offering of that series. These terms will include some or all of
the following:
- - The designation (or name) of the series of bonds;
- - The aggregate principal amount of the series;
- - The date on which the series will mature;
- - The interest rate the series will bear;
- - The date from which interest accrues;
- - The dates on which interest will be payable; and
- - The prices and other terms and conditions, if any, upon which the series may
be redeemed prior to maturity.
As of December 31, 2003, there were $230 million of bonds outstanding under
the mortgage.
SECURITY
The bonds, together with all other bonds issued now or in the future under
the mortgage, will be secured by the mortgage. The mortgage constitutes, in the
opinion of our legal counsel, a first mortgage lien on substantially all of our
property, subject to (1) excepted encumbrances, (2) minor defects and
encumbrances customarily found in similar utility properties, but which do not
materially impair the use of the property in the conduct of our business,
(3) other liens, defects and encumbrances, if any, existing or created when we
acquired the property and (4) limitations under bankruptcy law.
Some of our properties are not covered by the lien of the mortgage; these
include:
- - properties released under the terms of the mortgage;
- - cash and securities;
- - merchandise, equipment, apparatus, materials or supplies held for sale or
other disposition in the usual course of business or consumable during use;
- - automobiles, vehicles and aircraft;
- - timber, minerals, mineral rights and royalties; and
- - receivables, contracts, leases and operating agreements.
The mortgage contains provisions that impose a lien on property acquired by
us after the date of the mortgage, subject to pre-existing liens, and subject to
limitations in
6
<Page>
the case of consolidation, merger or a sale of substantially all of our assets.
The mortgage also provides that the trustees have a lien upon the mortgaged
property, prior to the lien in favor of holders of the bonds, to ensure the
payment of reasonable compensation, expenses and disbursements of the trustees
and for indemnity against certain liabilities.
ISSUANCE OF ADDITIONAL BONDS
We can issue up to $10 billion in aggregate principal amount of bonds under
the mortgage. Bonds of any series may be issued from time to time on the
following bases: (a) 70% of property additions after adjustments to offset
retirements; (b) retirements of bonds; or (c) the deposit of cash with the
trustees. Deposited cash may be withdrawn upon the bases stated in clause (a)
and (b) above. Property additions generally include electric, gas, steam or hot
water property acquired after December 31, 1986. Property additions do not
include securities, automobiles, vehicles or aircraft, or property used
principally for the production or gathering of natural gas.
With certain exceptions in the case of clause (b) above, the issuance of
bonds must meet an "earnings" test. The adjusted net earnings for 12 consecutive
months of the preceding 18 months, before income taxes, must be at least twice
the annual interest requirements on all bonds outstanding at the time, plus the
bonds to be issued, plus all indebtedness, if any, of prior rank. Generally,
interest on variable interest rate bonds, if any, is calculated using the
average rate in effect during such 12-month period.
Net property additions available for the issuance of bonds at December 31,
2003 were approximately $121 million. Our earnings for the twelve months ended
December 31, 2003 were sufficient for us to issue $10 million in new bonds under
our mortgage (other than bonds issued to refund outstanding bonds).
The mortgage contains restrictions on the issuance of bonds against property
subject to prior liens.
Other than the security afforded by the lien of the mortgage and the
restrictions on the issuance of additional bonds described above, the mortgage
contains no provisions that grant protection to bondholders in the event of a
highly leveraged transaction. However, such a transaction would require
regulatory approval from the New Orleans City Council.
RELEASE AND SUBSTITUTION OF PROPERTY
Property other than the Municipalization Interest (as defined in the
mortgage) may be released without applying any earnings test, upon the bases of
(a) the deposit with the trustees of cash or, to a limited extent, purchase
money mortgages; (b) property additions under the mortgage, after adjustments in
certain cases to offset retirements and after making adjustments for certain
prior lien bonds, if any, outstanding against property additions; and (c) a
waiver of the right to issue bonds. We can withdraw cash upon the bases stated
in clauses (b) and (c) above.
Property owned by us on December 31, 1986 may be released from the lien of
the mortgage on the basis of its depreciated book value. Unfunded property may
be released without meeting the earnings test if, after its release, we would
have at least one dollar in unfunded property that remains subject to the lien
of the mortgage. All other property may be released on the basis of its cost, as
defined in the mortgage.
DIVIDEND COVENANT
Unless otherwise specified in a prospectus supplement, so long as any bonds
of a particular series remain 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 a series of bonds, except from credits to retained
earnings accrued after such selected date plus an amount not to exceed
$150 million, plus such additional amounts as shall be approved by the SEC under
the Public Utility Holding Company Act of 1935. This
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<Page>
does not include dividends that may be declared before such selected date.
REDEMPTION AND PURCHASE
GENERAL
The prospectus supplement for a particular series of bonds will contain the
terms and conditions, if any, for redemption prior to maturity.
EXCHANGE OR REDEMPTION UPON MERGER OR CONSOLIDATION.
Although we do not currently have any plans to merge or consolidate with
Entergy Louisiana, Inc., the mortgage provides that, in the event of such a
merger or consolidation, we would have the right to offer to exchange all
outstanding bonds for a like principal amount of the new merged or consolidated
company's first mortgage bonds with the same interest rates, interest payment
dates, maturity dates and redemption provisions. Unless we waive this right, the
holders of outstanding bonds must either accept such first mortgage bonds in
exchange for all or a portion of their bonds or tender to us for redemption any
bonds not so exchanged. The redemption price applicable for these purposes to
the bonds will be 100% of the principal amount plus accrued interest, unless
otherwise provided in a prospectus supplement.
DEFAULTS AND NOTICE THEREOF
Defaults under the mortgage are defined to 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) the continuation of a default in other covenants for 90 days after notice
(unless we have in good faith commenced efforts to perform the covenant);
and
(5) default under a supplemental indenture.
The corporate trustee or the holders of 25% in aggregate principal amount of
the bonds may declare the principal and interest thereon to be due and payable
on default. However, a majority of the holders may annul such declaration if we
have cured the default. No holders of bonds may enforce the lien of the mortgage
without giving the trustees written notice of a default and unless
a) the holders of 25% in aggregate principal amount of the bonds have requested
the trustees to act and offered them reasonable opportunity to act and
indemnity satisfactory to them against the cost, expense and liabilities to
be incurred thereby; and
b) the trustees have failed to act.
The holders of a majority in aggregate principal amount of the 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 upon the
trustees. The trustees are not required to risk their funds or incur personal
liability if a reasonable ground exists for believing that repayment is not
reasonably assured.
EVIDENCE FURNISHED TO THE TRUSTEE
Compliance with mortgage provisions is evidenced by written statements of
our officers or persons selected or paid by us. In certain cases, opinions of
counsel and certifications by an engineer, accountant, appraiser or other expert
(who in some cases must be independent) are required. We have agreed to provide
to the trustees an annual statement as to whether or not we have fulfilled our
obligations under the mortgage throughout the preceding calendar year.
MODIFICATION
The rights of holders of bonds may be modified with the consent of the
holders of a majority in aggregate principal amount of the bonds. If less than
all series of bonds are adversely affected by a modification, the consent of the
holders of a majority in
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aggregate principal amount of the bonds adversely affected is required. No
modification of the terms of payment of the principal of, and premium, if any,
and interest on, the bonds and no modification affecting the lien of the
mortgage or reducing the percentage required for modification is effective
against any holder of bonds without such holder's consent.
SATISFACTION AND DISCHARGE OF MORTGAGE
After we provide for the payment of all of the bonds (including the bonds
offered by this prospectus) and after paying all other sums due under the
mortgage, the mortgage may be satisfied and discharged. The bonds will be deemed
to have been paid when money or Eligible Obligations (as defined below)
sufficient to pay the bonds (in the opinion of an 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 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 bonds prior to the time of
their right to receive payment. "Eligible Obligations" means obligations of the
United States of America that do not permit the redemption thereof at the
issuer's option.
BOOK-ENTRY ONLY SECURITIES
The Depository Trust Company ("DTC") will act as securities depository for
the bonds offered through this prospectus. The bonds will be issued as fully
registered securities registered in the name of Cede & Co., the partnership
nominee of DTC. One or more fully registered security certificates will be
issued for each issue of the bonds, in the aggregate principal amount of such
issue, and will be deposited with DTC.
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 and provides asset servicing for United States and
foreign equity issues, corporate and municipal debt issues, and money market
instruments from countries that DTC participants ("Direct Participants") deposit
with DTC. DTC also facilitates the post-trade settlement among Direct
Participants of sales and other securities transactions in deposited securities
through electronic computerized book-entry transfers and pledges between the
accounts of Direct Participants, thereby eliminating the need for physical
movement of security certificates. Direct Participants include both United
States and foreign securities brokers and dealers, banks, trust companies,
clearing corporations, and certain other organizations. DTC is a wholly owned
subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is, in
turn, owned by a number of Direct Participants of DTC and members of the
National Securities Clearing Corporation, Government Securities Clearing
Corporation, MBS Clearing Corporation, and Emerging Markets Clearing
Corporation, all of which clearing corporations are subsidiaries of DTCC, as
well as by The New York Stock Exchange, Inc., the American Stock Exchange LLC,
and the National Association of Securities Dealers, Inc. Access to the DTC
system is also available to other entities such as both United States and
foreign securities brokers and dealers, banks, trust companies, and clearing
corporations that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("Indirect Participants" and,
together with Direct Participants, the "Participants"). The DTC rules applicable
to its Participants are on file with the SEC.
Purchases of bonds under the DTC system must be made by or through Direct
Participants, which will receive a credit for the bonds on the records of DTC.
The ownership interest of each actual purchaser of each bond
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("Beneficial Owner") is in turn to be recorded on the records of the Direct
Participant or the Indirect Participant. Beneficial Owners will not receive
written confirmation from DTC of their purchases. Beneficial Owners are,
however, expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the Direct
Participant or Indirect Participant through which the Beneficial Owner entered
into the transaction. Transfers of ownership interests in the bonds are to be
accomplished by entries made on the books of Direct Participants and Indirect
Participants acting on behalf of Beneficial Owners. Beneficial Owners will not
receive certificates representing their ownership interests in bonds, except in
the event that use of the book-entry system for the bonds is discontinued.
To facilitate subsequent transfers, all bonds deposited by Direct
Participants with DTC are registered in the name of Cede & Co., the partnership
nominee of DTC, or such other name as may be requested by an authorized
representative of DTC. The deposit of bonds with DTC and their registration in
the name of Cede & Co. or such other DTC nominee do not effect any change in
beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of
the bonds; the records of DTC reflect only the identity of the Direct
Participants to whose accounts such bonds are credited, which may or may not be
the Beneficial Owners. The Direct Participants and Indirect 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 as
may be in effect from time to time. Beneficial Owners of bonds may wish to take
certain steps to augment the transmission to them of notices of significant
events with respect to the bonds, such as redemptions, tenders, defaults, and
proposed amendments to the mortgage. For example, Beneficial Owners of bonds may
wish to ascertain that the nominee holding the bonds for their benefit has
agreed to obtain and to transmit notices to Beneficial Owners. In the
alternative, Beneficial Owners may wish to provide their names and addresses to
the corporate trustee and request that copies of notices be provided directly to
them.
Redemption notices shall be sent to DTC. If less than all the bonds within
an issue are being redeemed, the practice of DTC is to determine by lot the
amount of the interest of each Direct Participant in such issue to be redeemed.
Neither DTC nor Cede & Co. nor any other DTC nominee will consent or vote
with respect to bonds unless authorized by a Direct Participant in accordance
with DTC procedures. Under its usual procedures, DTC mails an omnibus proxy to
us as soon as possible after the record date. The omnibus proxy assigns the
consenting or voting rights of Cede & Co. to those Direct Participants to whose
accounts bonds are credited on the record date, identified in a listing attached
to the omnibus proxy.
Redemption proceeds, principal payments, interest payments, and any premium
payments on the bonds will be made to Cede & Co. or such other nominee as may be
requested by an authorized representative of DTC. The practice of DTC is to
credit the accounts of Direct Participants, upon the receipt by DTC of funds and
corresponding detail information from us or the corporate trustee on the payable
date in accordance with their respective holdings shown on the records of DTC.
Payments by Participants to Beneficial Owners will be governed by standing
instructions and customary practice, as is the case with bonds held for the
accounts of customers in bearer form or registered in "street name," and will be
the responsibility of such Participant and not of DTC or its nominee, the
corporate trustee, any underwriters or dealers or agents, or us, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Payment of redemption proceeds, principal, interest, and any premium on the
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bonds to Cede & Co. or such other nominee as may be requested by an authorized
representative of DTC is the responsibility of either the corporate trustee or
us, disbursement of such payments to Direct Participants will be the
responsibility of DTC, and disbursement of such payments to the Beneficial
Owners will be the responsibility of Direct Participants and Indirect
Participants.
A Beneficial Owner shall give notice to elect to have its bonds purchased or
tendered, through its Participant, to the tender or remarketing agent and shall
effect delivery of such bonds by causing the Direct Participant to transfer the
interest of the Participant in the bonds, on the records of DTC, to the tender
or remarketing agent. The requirement for physical delivery of bonds in
connection with an optional tender or a mandatory purchase will be deemed
satisfied when the ownership rights in the bonds are transferred by Direct
Participants on the records of DTC and followed by a book-entry credit of
tendered bonds to the DTC account of the tender or remarketing agent.
DTC may discontinue providing its services as depository with respect to the
bonds at any time by giving reasonable notice to the corporate trustee or us.
Under such circumstances, in the event that a successor depository is not
obtained, securities certificates are required to be printed and delivered.
We may decide to discontinue use of the system of book-entry transfers
through DTC or a successor securities depository. In that event, security
certificates will be printed and delivered.
The information in this section concerning DTC and its book-entry system has
been obtained from sources that we believe to be reliable, but we take no
responsibility for the accuracy thereof.
EXPERTS
The financial statements and related financial statement schedule
incorporated in this prospectus by reference from our Annual Report on
Form 10-K for the year ended December 31, 2003 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 accounting and
auditing.
LEGALITY
The legality of the bonds will be passed upon for us by Mark G. Otts, Senior
Counsel--Corporate and Securities, of Entergy Services, Inc., New Orleans,
Louisiana, and Thelen Reid & Priest LLP, New York, New York, and for any
underwriters, dealers or agents by Pillsbury Winthrop LLP, New York, New York.
Thelen Reid & Priest LLP and Pillsbury Winthrop LLP may rely on the opinion of
Mark G. Otts as to matters of Louisiana law relevant to their opinions. All
legal matters pertaining to the Company's organization, titles to property,
franchises and the lien of the mortgage and all matters pertaining to Louisiana
law will be passed upon by Mark G. Otts.
The statements in this Prospectus as to matters of law and legal conclusions
made under "Description of the Bonds" have been reviewed by Mark G. Otts and are
set forth herein in reliance upon the opinion of said counsel and upon his
authority as an expert.
PLAN OF DISTRIBUTION
METHODS AND TERMS OF SALE
We may use a variety of methods to sell the bonds, including:
(a) through one or more underwriters or dealers;
(b) directly to one or more purchasers;
(c) through one or more agents; or
(d) through a combination of any such methods of sale.
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The prospectus supplement relating to a particular series of the bonds will
describe the terms of the offering of the bonds, including
- - the name or names of any underwriters, dealers or agents and any syndicate of
underwriters;
- - the initial public offering price;
- - any underwriting discounts and other items constituting underwriters'
compensation;
- - the proceeds to us from such sale; and
- - any discounts or concessions allowed or reallowed or paid by any underwriters
to dealers.
UNDERWRITERS
If we sell the bonds through underwriters, the underwriters will acquire the
bonds 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 bonds will be named in the applicable
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 bonds, 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 the bonds will be subject to certain conditions.
The underwriters will be obligated to purchase all of the bonds of a particular
series if any are purchased. However, the underwriters may purchase less than
all of the bonds 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
Any 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 bonds in the open
market after the distribution has been completed in order to cover syndicate
short positions. Such stabilizing transactions and syndicate covering
transactions may cause the price of the bonds to be higher than it would be if
these transactions had not occurred.
AGENTS
If we sell the bonds through agents, the applicable prospectus supplement
will set forth the name of any agent involved in the offer or sale of the bonds,
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.
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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