As filed with the Securities and Exchange Commission on January 9, 1996
Registration No. 33-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_____________________
LOUISIANA POWER & LIGHT COMPANY
(Exact name of registrant as specified in its charter)
State of Louisiana 72-0245590
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
639 Loyola Avenue
New Orleans, Louisiana 70113
504-529-5262
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
JOHN J. CORDARO WILLIAM J. REGAN, JR.
President Vice President and Treasurer
Louisiana Power & Light Louisiana Power & Light
Company Company
639 Loyola Avenue 639 Loyola Avenue
New Orleans, Louisiana 70113 New Orleans, Louisiana 70113
504-576-5851 504-576-4308
LAURENCE M. HAMRIC, Esq. THOMAS J. IGOE, JR., Esq.
DENISE C. REDMANN, Esq. KEVIN STACEY, Esq.
Entergy Services, Inc. Reid & Priest LLP
639 Loyola Avenue 40 West 57th Street
New Orleans, Louisiana 70113 New York, New York 10019
504-576-2095 212-603-2000
(Names, addresses, including zip codes, and telephone numbers,
including area codes, of agents for service)
An approximate date of commencement of proposed sale to
the public: From time to time after this registration
statement becomes effective when warranted by market
conditions and other factors.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, check the following box. [ ]
If any of the securities being registered on this Form
are to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities
Act, please check the following box and list the Securities
Act registration statement number of the earlier effective
registration statement for the same offering. [ ] ________.
If this Form is a post-effective amendment filed pursuant
to Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number
of the earlier effective registration statement for the same
offering. [ ] __________.
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [ ].
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each Amount to maximum maximum Amount of
class of be offering aggregate registration
securities to registered price offering fee
be registered per unit price (1)
(1)
Debt Securities $350,000,000 100% $350,000,00 $120,689.66
(1) Estimated solely for the purpose of calculating the
registration fee, pursuant to Rule 457(o).
The registrant hereby amends this registration statement
on such date or dates as may be necessary to delay its
effective date until the registrant shall file a further
amendment which specifically states that this registration
statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the
registration statement shall become effective on such date as
the Commission, acting pursuant to said Section 8(a), may
determine.
Subject to Completion,
Dated January 9, 1996
P R O S P E C T U S
$350,000,000
LOUISIANA POWER & LIGHT COMPANY
Debt Securities
_____________________________
Louisiana Power & Light Company ("LP&L" or the
"Company") intends to offer from time to time up to
$350,000,000 aggregate principal amount of debt securities
(the "Debt Securities") in one or more series, at prices and
upon terms to be determined at the time or times of sale.
For each issue of the Debt Securities (the "Offered
Securities") there will be a Prospectus Supplement
("Prospectus Supplement") accompanying this Prospectus that
will set forth the terms and provisions thereof, including
without limitation and to the extent applicable, the
specific designation, aggregate principal amount,
denomination, maturity, premium, if any, rate of interest
(which may be fixed or variable) or method of calculation
thereof, time of payment of interest, any terms for
redemption, any sinking fund provisions, the initial public
offering price, the names of any underwriters or agents, the
principal amounts, if any, to be purchased by the
underwriters, the compensation of such underwriters or
agents, the amount and proposed use of proceeds to the
Company from the Offered Securities, and any other special
terms of or pertinent information with respect to the
Offered Securities and the Company.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Company may sell the Debt Securities through one or
more underwriters, dealers or agents, or directly to one or
more purchasers. The Prospectus Supplement will set forth
the names of the underwriters, dealers or agents, if any,
any applicable commissions or discounts and the net proceeds
to the Company from any such sale of the Offered Securities.
See "Plan of Distribution."
_______________
The date of this Prospectus is ___________________, 1996.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE
SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS
TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN
ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO THE REGISTRATION OR QUALIFICATION UNDER
THE SECURITIES LAWS OF ANY SUCH STATE.
_______________
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY
OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR
MAINTAIN THE MARKET PRICE OF THE SECURITIES OFFERED HEREBY
OR ANY OTHER SECURITIES OF THE COMPANY AT LEVELS ABOVE THOSE
WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
AVAILABLE INFORMATION
The Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith
files reports and other information with the Securities and
Exchange Commission (the "Commission"). Such reports
include information, as of particular dates, concerning the
Company's directors and officers, their remuneration, the
principal holders of the Company's securities and any
material interests of such persons in transactions with the
Company. Such reports and other information filed by the
Company can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street
N.W., Room 1024, Washington, D.C. 20549-1004; and at the
following Regional Offices of the Commission: Chicago
Regional Office, 500 W. Madison Street, Suite 1400, Chicago,
Illinois 60661, and New York Regional Office, 7 World Trade
Center, 13th Floor, New York, New York 10048. Copies of
such material can also be obtained at prescribed rates from
the Public Reference Branch of the Commission at its
principal office at 450 Fifth Street N.W., Washington, D.C.
20549-1004. Reports and other information concerning the
Company may also be inspected at the office of the New York
Stock Exchange at 20 Broad Street, New York, New York 10005,
on which exchange certain of the Company's securities are
listed.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Commission pursuant to the Exchange Act are incorporated
herein by reference:
1. The Company's Annual Report on Form 10-K for
the year ended December 31, 1994 (the "1994 10-K").
2. The Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1995.
3. The Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1995.
4. The Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1995.
In addition, all documents filed by the Company with
the Commission pursuant to Section 13, 14 or 15(d) of the
Exchange Act after the date of this Prospectus and prior to
the termination of this offering shall be deemed to be
incorporated by reference in this Prospectus and to be a
part hereof from the date of filing of such documents (such
documents, and the documents enumerated above, being herein
referred to as "Incorporated Documents," provided, however,
that the documents enumerated above or subsequently filed by
the Company pursuant to Section 13, 14 or 15(d) of the
Exchange Act prior to the filing of the Company's next
Annual Report on Form 10-K with the Commission shall not be
Incorporated Documents or be incorporated by reference in
this Prospectus or be a part hereof from and after any such
filing of an Annual Report on Form 10-K).
Any statement contained in an Incorporated Document
shall be deemed to be modified or superseded for all
purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed
Incorporated Document or in a Prospectus Supplement modifies
or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this
Prospectus.
The Company hereby undertakes to provide without charge
to each person, including any beneficial owner, to whom a
copy of this Prospectus has been delivered, on the written
or oral request of any such person, a copy of any or all of
the Incorporated Documents, other than exhibits to such
documents, unless such exhibits are specifically
incorporated by reference herein. Requests for such copies
should be directed to Christopher T. Screen, P.O. Box 61000,
New Orleans, La. 70161, telephone: (504) 576-4212. The
information relating to the Company contained in this
Prospectus and any accompanying Prospectus Supplement does
not purport to be comprehensive and should be read together
with information contained in the Incorporated Documents.
No person has been authorized to give any information
or to make any representation not contained in this
Prospectus, as supplemented or amended, or with respect to
the Debt Securities, and, if given or made, such information
or representation must not be relied upon as having been
authorized by the Company or any other person. This
Prospectus does not constitute an offer to sell or a
solicitation of any offer to buy any of the securities
offered hereby in any jurisdiction to any person to whom it
is unlawful to make such offer in such jurisdiction.
Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of
the Company since the date of this Prospectus.
THE COMPANY
The Company was incorporated under the laws of the
State of Louisiana on October 15, 1974 and is the successor
by merger to a predecessor Louisiana Power & Light Company,
which was incorporated under the laws of the State of
Florida in 1927. The merger became effective on February
18, 1975. The Company's principal executive offices are
located at 639 Loyola Avenue, New Orleans, Louisiana 70113.
Its telephone number is 504-529-5262.
The Company is an electric public utility company with
substantially all of its operations in the State of
Louisiana. All of the outstanding common stock of the
Company is owned by Entergy Corporation ("Entergy"), a
Delaware Corporation. Entergy is a registered public utility
holding company under the Public Utility Holding Company Act
of 1935, as amended ("Holding Company Act"). The Company,
Arkansas Power & Light Company ("AP&L"), Gulf States
Utilities Company,"" Mississippi Power & Light Company
("MP&L") and New Orleans Public Service Inc. ("NOPSI") are
operating electric utility subsidiaries of Entergy. Entergy
also owns, among other things, all of the common stock of
System Energy Resources, Inc.,"" a generating company, and
Entergy Operations, Inc., a nuclear management services
company.
The Company, AP&L, MP&L and NOPSI own all of the
capital stock of System Fuels, Inc., a special purpose
company which implements and/or maintains certain programs
for the procurement, delivery and storage of fuel supplies
for Entergy subsidiaries, including the Company.
The foregoing information relating to the Company does
not purport to be comprehensive and should be read together
with the financial statements and other information
contained in the Incorporated Documents.
USE OF PROCEEDS
Except as otherwise described in any Prospectus
Supplement, the net proceeds to be received from the
issuance and sale of the Offered Securities are expected to
be applied primarily to the redemption, repurchase,
repayment or retirement of outstanding indebtedness of the
Company, and for other general corporate purposes. The
interest rate and maturity of any indebtedness to be
discharged with the proceeds of any series of the Debt
Securities will be set forth in the applicable Prospectus
Supplement.
RATIO OF EARNINGS TO FIXED CHARGES
Twelve Months Ended
September 30 December 31,
1995 1994 1993 1992 1991 1990
Ratios
of
Earnings
to Fixed 3.26 2.91 3.06 2.79 2.40 2.32
Charges(a)
_______________________
(a) "Earnings," as defined by Commission Regulation S-K,
represent the aggregate of (1) net income, (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.
DESCRIPTION OF DEBT SECURITIES
Set forth below are certain general terms and
provisions of the Debt Securities, which may be issued from
time to time in one or more series. The particular terms of
each series of Offered Securities will be described in a
Prospectus Supplement relating thereto. Accordingly, for a
description of the terms of any particular series, reference
must be made to both the description set forth below and the
Prospectus Supplement relating thereto.
The statements under this heading do not purport to be
complete and are subject to the detailed provisions of an
Indenture to be dated as of March 1, 1996, (the "Indenture")
between the Company and Chemical Bank, as trustee (the
"Trustee"), a copy of which has been filed as an exhibit to
the Registration Statement of which this Prospectus is a
part. References in parentheses below refer to section
numbers in the Indenture and capitalized terms not otherwise
defined herein shall have the respective meanings ascribed
to them in the Indenture.
General
The Debt Securities may be issued in one or more new
series under the Indenture. The Indenture does not contain
any limitation on the principal amount of Debt Securities
which may be issued thereunder. The Debt Securities
initially will be secured obligations of the Company,
entitled to a lien on the Company's assets subject to the
first lien of the Company's Mortgage and Deed of Trust,
dated as of April 1, 1944, to The Chase National Bank of The
City of New York (Bank of Montreal Trust Company, successor)
(the "Mortgage Corporate Trustee"), and Carl E. Buckley
(Mark F. McLaughlin, successor), as Trustees (together, the
"Mortgage Trustees"), as heretofore supplemented and amended
by Fifty Supplemental Indentures, and as hereafter
supplemented and amended (the "Mortgage").
The lien of the Indenture is junior and subordinate to
the lien of the Mortgage on substantially all of the
Company's electric utility plant properties. At September
30, 1995, approximately $725.5 million principal amount of
bonds were outstanding under the Mortgage. Such bonds and
all other bonds issued or to be issued under the Mortgage
are hereinafter referred to as "First Mortgage Bonds."
See "Discharge of Lien" for a discussion of provisions
of the Indenture pursuant to which, subject to the
satisfaction of specified conditions, all of the Mortgaged
Property would be released from the lien of the Indenture
and the Debt Securities would become unsecured obligations
of the Company.
Reference is made to the Prospectus Supplement relating
to any particular series of Offered Securities for the
following terms, among others: (1) the title of such Debt
Securities; (2) any limit on the aggregate principal amount
of such Debt Securities or the series of which they are a
part; (3) the date or dates on which the principal of any of
such Debt Securities will be payable; (4) the rate or rates
at which any of such Debt Securities will bear interest, if
any, the date or dates from which any such interest will
accrue, the Interest Payment Dates on which any such
interest will be payable and the Regular Record Date for any
such interest payable on any Interest Payment Date; (5) the
place or places where the principal of and premium, if any,
and interest on any of such Debt Securities will be payable;
(6) the period or periods within which, the price or prices
at which and the terms and conditions on which any of such
Debt Securities may be redeemed, in whole or in part, at the
option of the Company; (7) the obligation, if any, of the
Company to redeem or purchase any of such Debt Securities
pursuant to any sinking fund or analogous provision or at
the option of the Holder thereof, and the period or periods
within which, the price or prices at which and the terms and
conditions on which any of such Debt Securities will be
redeemed or purchased, in whole or in part, pursuant to any
such obligation; (8) the denominations in which any of such
Debt Securities will be issuable, if other than
denominations of $1,000 and integral multiples thereof; (9)
if the amount of principal of or any premium or interest on
any of such Debt Securities will be determined with
reference to an index or pursuant to a formula, the manner
in which such amounts will be determined; (10) if any such
Debt Securities will be issued in global form and, if so,
any and all matters incidental to such Debt Securities; (11)
any addition to the Events of Default applicable to any of
such Debt Securities; (12) any addition to the covenants of
the Company for the benefit of the Holders of such Debt
Securities in the Indenture; and (13) any other terms of
such Debt Securities not inconsistent with the provisions of
the Indenture. (Section 301).
Form, Exchange and Transfer
Unless otherwise specified in the applicable Prospectus
Supplement, the Debt Securities of each series will be
issuable only in fully registered form without coupons and
in denominations of $1,000 and any integral multiple
thereof. (Sections 201 and 302).
At the option of the Holder, subject to the terms of
the Indenture and the limitations applicable to global
securities, Debt Securities of any series will be
exchangeable for other Debt Securities of the same series,
of any authorized denomination and of like tenor and
aggregate principal amount. (Section 305).
Subject to the terms of the Indenture and the
limitations applicable to global securities, Debt Securities
may be presented for exchange as provided above or for
registration of transfer (duly endorsed or accompanied by a
duly executed instrument of transfer) at the office of the
Security Registrar or at the office of any transfer agent
designated by the Company for such purpose. The Company may
designate itself the Security Registrar. Except as
otherwise provided in the applicable Prospectus Supplement,
no service charge will be made for any registration of
transfer or exchange of Debt Securities, but the Company may
require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
Such transfer or exchange will be effected upon the Security
Registrar or such transfer agent, as the case may be, being
satisfied with the documents of title and identity of the
person making the request. (Section 305). Any transfer
agent (in addition to the Security Registrar) initially
designated by the Company for any Debt Securities will be
named in the applicable Prospectus Supplement. The Company
may at any time designate additional transfer agents or
rescind the designation of any transfer agent or approve a
change in the office through which any transfer agent acts,
except that the Company will be required to maintain a
transfer agent in each Place of Payment for the Debt
Securities of each series. (Section 602).
The Company will not be required to (i) issue, register
the transfer of, or exchange any Debt Security or any
Tranche thereof during a period beginning at the opening of
business 15 days before the day of mailing of a notice of
redemption of any such Debt Security called for redemption
and ending at the close of business on the day of such
mailing or (ii) register the transfer of or exchange any
Debt Security so selected for redemption, in whole or in
part, except the unredeemed portion of any such Debt
Security being redeemed in part. (Section 305).
Payment and Paying Agents
Unless otherwise indicated in the applicable Prospectus
Supplement, payment of interest on a Debt Security on any
Interest Payment Date will be made to the person in whose
name such Debt Security (or one or more Predecessor
Securities) is registered at the close of business on the
Regular Record Date for such interest. (Section 307).
Unless otherwise indicated in the applicable Prospectus
Supplement, principal of and any premium and interest on the
Debt Securities of a particular series will be payable at
the office of such Paying Agent or Paying Agents as the
Company may designate for such purpose from time to time.
Unless otherwise indicated in the applicable Prospectus
Supplement, the corporate trust office of the Trustee in New
York City will be designated as the Company's sole Paying
Agent for payments with respect to Debt Securities of each
series. Any other Paying Agents initially designated by the
Company for the Debt Securities of a particular series will
be named in the applicable Prospectus Supplement. The
Company may at any time designate additional Paying Agents
or rescind the designation of any Paying Agent or approve a
change in the office through which any Paying Agent acts,
except that the Company will be required to maintain a
Paying Agent in each Place of Payment for the Debt
Securities of a particular series. (Section 602).
All moneys paid by the Company to a Paying Agent for
the payment of the principal of or any premium or interest
on any Debt Security which remain unclaimed at the end of
two years after such principal, premium or interest has
become due and payable will be repaid to the Company, and
the Holder of such Debt Security thereafter may look only to
the Company for payment thereof. (Section 603).
Redemption
Any terms for the optional or mandatory redemption of
any series of Debt Securities will be set forth in the
applicable Prospectus Supplement. Except as shall otherwise
be provided in the applicable Prospectus Supplement with
respect to Debt Securities that are redeemable at the option
of the Holder, Debt Securities will be redeemable only upon
notice by mail not less than 30 nor more than 60 days prior
to the date fixed for redemption, and, if less than all the
Debt Securities of a series, or any Tranche thereof, are to
be redeemed the particular Debt Securities to be redeemed
will be selected by such method as shall be provided for any
particular series, or in the absence of any such provision,
by such method of random selection as the Security Registrar
deems fair and appropriate. (Sections 403 and 404).
Any notice of redemption at the option of the Company
may state that such redemption will be conditional upon
receipt by the Paying Agent or Agents, on or prior to the
date fixed for such redemption, of money sufficient to pay
the principal of and premium, if any, and interest, if any,
on such Debt Securities and that if such money has not been
so received, such notice will be of no force and effect and
the Company will not be required to redeem such Debt
Securities. (Section 404).
Except as may be provided in the applicable Prospectus
Supplement, the Debt Securities will not have the benefit of
a sinking fund.
Security
Except as otherwise contemplated below under this
heading and under "Issuance of Debt Securities," and subject
to the exceptions specifically discussed under "Discharge of
Lien" and under "Defeasance," all Outstanding Debt
Securities will be secured, equally and ratably, by the
Indenture, which constitutes, in the opinion of counsel for
the Company, a lien on substantially all electric utility
plant properties of the Company (except properties released
under the terms of the Indenture and except as stated
below), subject to, among other things, (1) the first lien
of the Mortgage and other excepted encumbrances, (2) minor
defects and encumbrances customarily found in properties of
like size and character which do not materially impair the
use of the property affected thereby in the conduct of the
business of the Company, and (3) other liens, defects and
encumbrances, if any, existing or placed thereon at the time
of acquisition thereof by the Company and except as limited
by bankruptcy law. There are excepted from the lien certain
property including, among other things, cash, deposit
accounts, securities; contracts, leases and other agreements
of all kinds; contract rights, bills, notes and other
instruments; revenues, accounts and accounts receivable and
unbilled revenues, claims, demands and judgments;
governmental and other licenses, permits, franchises,
consents and allowances (except to the extent that any of
the same constitute rights or interests relating to the
occupancy or use of real property); certain intellectual
property rights and other general intangibles; vehicles,
movable equipment and aircraft; all goods, stock in trade,
wares, merchandise and inventory held for sale or lease in
the ordinary course of business; materials, supplies,
inventory and other personal property consumable in the
operation of the Mortgaged Property; fuel; portable tools
and equipment; furniture and furnishings; computers and data
processing, telecommunications and other facilities used
primarily for administrative or clerical purposes or
otherwise not used in connection with the operation or
maintenance of electric, gas or water utility facilities;
coal, ore, gas, oil and other minerals and timber; electric
energy, gas (natural or artificial), steam, water and other
products generated, produced, manufactured, purchased or
otherwise acquired by the Company; real property, gas wells,
pipe lines, and other facilities used primarily for the
production or gathering of natural gas; and leasehold
interests held by the Company as lessee. (Granting
Clauses). The Mortgage has similar, but not identical,
exceptions.
The Indenture contains provisions for subjecting after-
acquired property (subject to the Mortgage and pre-existing
liens) to the lien thereof, subject to limitations in the
case of consolidation, merger or sale of substantially all
of the Company's assets and subject to the Company's right
to exclude from the Lien of the Indenture any kind or
character of property. See "Modification of Indenture."
"" While the Indenture contains provisions for the
maintenance of the Mortgaged Property, it does not contain
any provisions for a maintenance fund.
The Indenture provides that the Trustee shall have a
lien upon the Mortgaged Property, prior to the Debt
Securities, for the payment of their reasonable
compensation, expenses and disbursements and for indemnity
against certain liabilities.
""Issuance of Debt Securities
The aggregate principal amount of Debt Securities which
may be authenticated and delivered under the Indenture is
unlimited. (Section 301). So long as the Lien of the
Indenture has not been discharged, Debt Securities of any
series may be issued from time to time only on the basis of:
(1) Total Equity, so long as (i) the amount of
Debt Securities to be so issued does not exceed the
Collateral Balance and (ii) the sum of the aggregate
principal amount of Debt Securities previously
authenticated and delivered on the basis of Total
Equity which are Outstanding and the aggregate
principal amount of Debt Securities to be so issued
does not exceed three times the amount of Total Equity
("Total Equity Test");
(2) the aggregate principal amount of First
Mortgage Bonds delivered to the Trustee, so long as the
amount of Debt Securities to be so issued does not
exceed the Collateral Balance; or
(3) an amount of cash deposited with the Trustee,
so long as the amount of Debt Securities to be so
issued does not exceed the Collateral Balance. (Article
Fifteen).
"Total Equity" is defined in the Indenture to mean the
sum of the capital stock (excluding treasury stock and
capital stock subscribed for and unissued) and surplus
(including earned surplus, paid-in surplus, capital surplus
and the balance of current profit and loss account not
transferred to surplus) accounts of the Company appearing on
a balance sheet of the Company prepared as of the date of
determination in accordance with generally accepted
accounting principles consistent with those applied in the
preparation of the financial statements of the Company filed
with the Commission.
"Collateral Balance" is defined in the Indenture to
mean the Book Value of Mortgaged Property determined as of a
stated date (the "Collateral Balance Date") which shall be
not more than six months prior to the date of the Officer's
Certificate of Collateral Balance plus the amount of Funded
Cash held by the Trustee as of the date of such Officer's
Certificate less the sum of (i) the principal amount of all
outstanding First Mortgage Bonds (other than First Mortgage
Bonds delivered to the Trustee) as of the date of such
Officer's Certificate; (ii) the principal amount of all
Outstanding Debt Securities issued under the Indenture
immediately prior to the delivery of such Officer's
Certificate; (iii) the aggregate principal amount of all
outstanding debt securities (other than First Mortgage
Bonds) of the Company secured by a lien on the Mortgaged
Property prior to the lien of the Indenture which are
Outstanding as of the date of such Officer's Certificate;
and (iv) the aggregate Fair Value of all Mortgaged Property
released from the lien of the Indenture after the Collateral
Balance Date and prior to the date of such Officer's
Certificate.
First Mortgage Bonds
First Mortgage Bonds to be made the basis for the
authentication and delivery of Debt Securities (a) will be
delivered to, and registered in the name of, the Trustee or
its nominee and will be owned and held by the Trustee,
subject to the provisions of the Indenture, for the benefit
of the Holders of all Debt Securities Outstanding from time
to time; (b) will mature or be subject to mandatory
redemption on the same dates, and in the same principal
amounts, as such Debt Securities; and (c)(i) may, but need
not, bear interest and (ii) may, but need not, contain
provisions for the redemption thereof at the option of the
Company, any such redemption to be made at a redemption
price or prices not less than the principal amount of such
First Mortgage Bonds. (Sections 1504 and 1507). To the
extent that First Mortgage Bonds do not bear interest,
Holders of Debt Securities will not have the benefit of the
lien of the Mortgage in respect of an amount equal to
accrued interest, if any, on the Debt Securities; however,
such Holders will nevertheless have the benefit of the lien
of the Indenture in respect of such amount.
Any payment by the Company of principal of or premium
or interest on the First Mortgage Bonds delivered to and
held by the Trustee will be applied by the Trustee to the
payment of any principal, premium or interest, as the case
may be, in respect of the Debt Securities which is then due
and, to the extent of such payment, the obligation of the
Company under the Indenture to make such payment in respect
of the Debt Securities will be deemed satisfied and
discharged. If, at the time of any such payment of
principal of First Mortgage Bonds, there shall be no
principal then due in respect of the Debt Securities, the
proceeds of such payment will be deemed to constitute Funded
Cash and will be held by the Trustee as part of the
Mortgaged Property, to be withdrawn, used or applied as
provided in the Indenture. If, at the time of any such
payment of premium or interest on First Mortgage Bonds,
there shall be no premium or interest then due in respect of
the Debt Securities, such payment will be remitted to the
Company at its request; provided, however, that, if an Event
of Default, as described below, shall have occurred and be
continuing, such payment shall be held as part of the
Mortgaged Property until such Event of Default shall have
been cured or waived. (Section 1508 and "Withdrawal of
Cash" below). Any payment by the Company of principal of or
premium or interest on Debt Securities authenticated and
delivered on the basis of the delivery to the Trustee of
First Mortgage Bonds (other than by application of the
proceeds of a payment in respect of such First Mortgage
Bonds) will, to the extent thereof, be deemed to satisfy and
discharge the obligation of the Company, if any, to make a
payment of principal, premium or interest, as the case may
be, in respect of such First Mortgage Bonds which is then
due. (Section 1508).
The Trustee may not sell, assign or otherwise transfer
any First Mortgage Bonds except to a successor Trustee under
the Indenture. (Section 1510.) At the time any Debt
Securities that have been authenticated and delivered upon
the basis of First Mortgage Bonds cease to be Outstanding
(other than as a result of the application of the proceeds
of the payment or redemption of such First Mortgage Bonds),
the Trustee will surrender to, or upon the order of, the
Company an equal principal amount of such First Mortgage
Bonds. (Section 1509).
Release of Property
Unless an Event of Default has occurred and is
continuing, the Company may obtain the release from the lien
of the Indenture of any Mortgaged Property, except for cash
or First Mortgage Bonds delivered to the Trustee, upon
delivery to the Trustee of an Officer's Certificate of
Collateral Balance showing a Collateral Balance which is not
less than Fair Value of the property to be released.
If the Company retains any interest in any property
released from the lien of the Indenture, the Indenture will
not become a lien on such property or such interest therein
or any improvements, extensions or additions to such
property or renewals, replacements or substitutions of or
for such property or any part or parts thereof. (Section
1520).
Release of Mortgaged Property on the Basis of Cash or
Government Obligations
Mortgaged Property may also be released from the Lien
of the Indenture on the basis of cash or Government
Obligations delivered to the Trustee in an amount equal to
the Fair Value of the property to be released.""
Release of First Mortgage Bonds
First Mortgage Bonds may generally be released from the
lien of the Indenture upon delivery to the Trustee of an
amount in cash, if any, by which the principal amount of the
First Mortgage Bonds to be released exceeds the aggregate
of: (a) the amount of any Outstanding Debt Securities
delivered to the Trustee and (b) an amount which shall not
exceed the Collateral Balance shown on the Officer's
Certificate of Collateral Balance, provided that the Trustee
will receive an Officer's Certificate showing that the
Company meets the Total Equity Test. After the release of
any First Mortgage Bonds, Debt Securities issued on the
basis of such First Mortgage Bonds will be deemed to have
been issued on the basis of Total Equity.
The Indenture provides simplified procedures for the
release of property which has been released from the lien of
the Mortgage.
Withdrawal of Cash
Unless an Event of Default has occurred and is
continuing and subject to certain limitations, cash held by
the Trustee may, generally, (1) be withdrawn by the Company
(a) to the extent of the Collateral Balance shown in the
Officer's Certificate of Collateral Balance, provided that
the Company also delivers to the Trustee an Officer's
Certificate showing that the Company meets the Total Equity
Test or (b) in an amount equal to the aggregate principal
amount of any Outstanding Debt Securities delivered to the
Trustee, or (2) upon the request of the Company, be applied
to (a) the purchase of Outstanding Debt Securities or
(b) the payment (or provision therefor) at Stated Maturity
of any Outstanding Debt Securities or the redemption (or
provision therefor) of any Outstanding Debt Securities which
are redeemable. (Section 1517). Any Outstanding Debt
Securities which were authenticated and delivered on the
basis of cash deposited with the Trustee which cash is
withdrawn as contemplated in clause (a) above, shall after
such withdrawal be deemed to have been authenticated and
delivered on the basis of Total Equity.
Voting of First Mortgage Bonds
The Indenture provides that the Trustee will, as holder
of First Mortgage Bonds delivered as the basis for the
issuance of Debt Securities, attend such meetings of
bondholders under the Mortgage, or deliver its proxy in
connection therewith, as such meetings relate to matters
with respect to which it is entitled to vote or consent.
The Indenture provides that, so long as no Event of Default
has occurred and is continuing, the Trustee will, as holder
of First Mortgage Bonds, (a) vote all such First Mortgage
Bonds delivered under the Mortgage then held by it, or will
consent with respect thereto, in favor of any or all
amendments or modifications described under "DESCRIPTION OF
THE MORTGAGE_Modification of the Mortgage;" and (b) with
respect to any amendments or modifications to the Mortgage
other than those amendments or modifications referred to in
clause (a) above, vote all such First Mortgage Bonds
delivered under the Mortgage, or consent with respect
thereto, proportionately with the vote or consent of holders
of all other First Mortgage Bonds outstanding under the
Mortgage the holders of which are eligible to vote or
consent, as evidenced by a certificate delivered by the
trustee under the Mortgage; provided, however, that the
Trustee will not vote in favor of, or consent to, any
amendment or modification of the Mortgage which, if it were
an amendment or modification of the Indenture, would require
the consent of Holders of Debt Securities as described under
"Modification of the Indenture," without the prior consent
of Holders of Debt Securities which would be required for
such an amendment or modification of the Indenture.
(Section 1511).
Events of Default
The Indenture defines the occurrence of any one or more
of the following events to be an "Event of Default":
(a) failure to pay any interest on any Debt
Security within 60 days after the same becomes due
and payable;
(b) failure to pay the principal of or premium, if
any, on any Debt Security when due and payable;
(c) failure to perform or breach of any other
covenant or warranty of the Company in the Indenture
(other than a covenant or warranty a default in the
performance of which or breach of which is elsewhere
in this paragraph specifically dealt with or which
has expressly been included in the Indenture solely
for the benefit of one or more series of Debt
Securities other than such series), for 60 days
after written notice to the Company by the Trustee,
or to the Company and the Trustee by the Holders of
at least 33% in principal amount of the Debt
Securities Outstanding under the Indenture as
provided in the Indenture;
(d) certain events of bankruptcy, insolvency or
reorganization; or
(e) so long as the Trustee holds any Outstanding
First Mortgage Bonds which were delivered to the
Trustee as the basis for the authentication and
delivery of Debt Securities which remain
Outstanding, the occurrence of a matured event of
default under the Mortgage (other than any such
matured event of default which is of similar kind or
character to the Event of Default described in (c)
above and which has not resulted in the acceleration
of the First Mortgage Bonds outstanding under the
Mortgage); provided that the waiver or cure of any
such event of default and the rescission and
annulment of the consequences thereof shall
constitute a waiver of the corresponding Event of
Default under the Indenture and a rescission and
annulment of the consequences thereof. (Section
1521).
(f) any other Event of Default specified with
respect to the Debt Securities. (Section 801).
Remedies
If an Event of Default occurs and is continuing, then
either the Trustee or the Holders of not less than 33% in
principal amount of the Outstanding Debt Securities may
declare the principal amount (or if any of the Debt
Securities are Discount Securities, such portion of the
principal amount of such Debt Securities as may be specified
in the applicable Prospectus Supplement) of all of the Debt
Securities then outstanding to be due and payable
immediately.
At any time after such declaration of acceleration of
maturity with respect to the Debt Securities then
Outstanding has been made, but before any sale of any of the
Mortgaged Property has been made by the Trustee and before a
judgment or decree for payment of the money due has been
obtained by the Trustee, the Event of Default giving rise to
such declaration of acceleration will, without further act,
be deemed to have been waived, and such declaration and its
consequences will, without further act, be deemed to have
been rescinded and annulled, if:
(a) the Company has paid or deposited with the
Trustee a sum sufficient to pay:
(1) all overdue interest on the Debt Securities
then outstanding;
(2) the principal of and premium, if any, on the
Debt Securities then outstanding which have become
due otherwise than by such declaration of
acceleration and interest thereon at the rate or
rates prescribed therefor in such Debt Securities;
and
(3) all amounts due to the Trustee under the
Indenture;
and
(b) any other Event or Events of Default other
than the nonpayment of the principal of the Debt
Securities which has become due solely by such
declaration of acceleration, have been cured or
waived as provided in the Indenture. (Sections 802
and 1522).
If an Event of Default occurs and is continuing, the
Holders of a majority in principal amount of the Outstanding
Debt Securities will have the right to direct the time,
method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power
conferred on the Trustee, provided, however, that (a) such
direction will not be in conflict with any rule of law or
with the Indenture and will not involve the Trustee in
personal liability in circumstances where reasonable
indemnity would not in the Trustee's sole discretion be
adequate and (b) the Trustee may take any other action it
deems proper which is not inconsistent with such direction.
(Sections 812 and 1530).
The Indenture provides that, under certain
circumstances and to the extent permitted by law, if an
Event of Default occurs and is continuing, the Trustee has
the power to take possession of, and to hold, operate and
manage, the Mortgaged Property, or with or without entry,
sell the Mortgaged Property. If the Mortgaged Property is
sold, whether by the Trustee or pursuant to judicial
proceedings, the principal of the Outstanding Debt
Securities, if not previously due, will become immediately
due, together with premium, if any, and any accrued
interest. (See Sections 1523, 1524 and 1525).
The Holders of a majority in principal amount of the
then Outstanding Debt Securities may waive any past default
under the Indenture except a default (a) in the payment of
the principal of or premium, if any, or interest, if any, on
any Outstanding Debt Security or (b) with respect to a
covenant or provision of the Indenture which under the
Indenture cannot be modified or amended without the consent
of the Holder of each Outstanding Debt Security of any
series affected. (Sections 813 and 1531).
The right of a Holder of the Debt Securities to
institute a proceeding with respect to the Indenture is
subject to certain conditions precedent, but each Holder has
an absolute right to receive payment of principal and
premium, if any, and interest, if any, on or after the
applicable due date specified in such Debt Security and to
institute suit for the enforcement of any such payment.
(Sections 807 and 808). The Indenture provides that the
Trustee, within 90 days after the occurrence of any default
thereunder, is required to give the Holders of the Debt
Securities notice of such default, unless cured or waived;
provided, however, that, except in the case of a default in
the payment of principal of or premium, if any, or interest,
if any, on the Debt Securities, the Trustee may withhold
such notice if the Trustee determines that it is in the
interest of such Holders to do so; and provided, further,
that in the case of an Event of Default of the character
specified above in clause (c) under "Events of Default," no
such notice shall be given to such Holders until at least 75
days after the occurrence thereof. (Section 902).
The Indenture provides that, after the Lien of the
Indenture has been discharged, Events of Default and waivers
thereof and remedies with respect thereto are applicable to
the Debt Securities on a series by series basis.
The Company will be required to furnish annually to the
Trustee a statement by an appropriate officer as to such
officer's knowledge of the Company's compliance with all
conditions and covenants under the Indenture, such
compliance to be determined without regard to any period of
grace or requirement of notice under the Indenture.
(Sections 802 and 1522).
Consolidation, Merger, Conveyance, Transfer or Lease
The Company may not consolidate with or merge into any
other corporation or convey, otherwise transfer or lease the
properties and assets of the Company as or substantially as
an entirety to any Person unless (a) the corporation formed
by such consolidation or into which the Company is merged or
the Person which acquires by conveyance or other transfer,
or which leases, the properties and assets of the Company as
or substantially as an entirety is a corporation organized
and existing under the laws of the United States, or any
State or Territory thereof or the District of Columbia, and
such corporation executes and delivers to the Trustee a
supplemental indenture which contains an assumption by such
corporation of the due and punctual payment of the principal
of and premium, if any, and interest, if any, on the Debt
Securities and the performance of all of the covenants and
conditions of the Company under the Indenture and, so long
as the Lien of the Indneture has not been discharged, which
contains a grant, conveyance, transfer and mortgage by such
corporation confirming the lien of the Indenture on the
Mortgaged Property and subjecting to such lien all property
thereafter acquired by such corporation which shall
constitute an improvement, extension or addition to the
Mortgaged Property or renewal, replacement or substitution
of or for any part thereof and, at the election of such
corporation, subjecting to the lien of the Indenture such
other property then owned or thereafter acquired by such
corporation as such corporation shall specify and (b) in the
case of a lease, such lease is made expressly subject to
termination by the Company or by the Trustee at any time
during the continuance of an Event of Default. (Sections
1101 and 1535). In the case of the conveyance or other
transfer of the properties and assets of the Company as or
substantially as an entirety to any other Person, upon the
satisfaction of all the conditions described above, the
Company would be released and discharged from all
obligations under the Indenture and on the Debt Securities
then Outstanding unless the Company elects to waive such
release and discharge. (Sections 1102 and 1538).
Unless otherwise indicated in the applicable Prospectus
Supplement, there are no provisions that will afford the
holders of Debt Securities protection in the event of a
highly leveraged transaction involving the Company or that
will require the repurchase of the Debt Securities upon a
change in control of the Company.
Modification of Indenture
Without the consent of any Holders of Debt Securities,
the Company and the Trustee may enter into one or more
supplemental indentures, in form satisfactory to the
Trustee, for any of the following purposes:
(a) to evidence the succession of another Person to
the Company and the assumption by any such successor
of the covenants of the Company in the Indenture and
the Debt Securities;
(b) to add to the covenants of the Company for the
benefit of the Holders of all or any series of
Outstanding Debt Securities or to surrender any
right or power conferred upon the Company by the
Indenture;
(c) to add any additional Events of Default with
respect to all or any series of Outstanding Debt
Securities;
(d) to change or eliminate any provision of the
Indenture or to add any provision to the Indenture;
provided that if such change, elimination or
addition will adversely affect the interests of the
Holders of Debt Securities of any series in any
material respect, such change, elimination or
addition will become effective with respect to such
series only when there is no Debt Security of such
series remaining Outstanding under the Indenture;
(e) to establish the form or terms of Debt
Securities of any series as permitted by the
Indenture;
(f) to provide for the authentication and delivery
of bearer securities and coupons appertaining
thereto representing interest, if any, thereon and
for the registration, exchange and replacement
thereof and for the giving of notice to, and the
solicitation of the vote or consent of, the holders
thereof, and any matters incidental thereto;
(g) to evidence and provide for the acceptance of
appointment of a separate or successor Trustee under
the Indenture with respect to the Debt Securities of
one or more series and to add to or change any of
the provisions of the Indenture as shall be
necessary to provide for or to facilitate the
administration of the trusts under the Indenture by
more than one Trustee;
(h) to provide for the procedures required to
permit the utilization of a noncertificated system
of registration for any series of Debt Securities;
(i) to change any place or places where (1) the
principal of and premium, if any, and interest, if
any, on all or any series of Debt Securities shall
be payable, (2) all or any series of Debt Securities
may be surrendered for registration of transfer, (3)
all or any series of Debt Securities may be
surrendered for exchange, and (4) notices and
demands to or upon the Company in respect of all or
any series of Debt Securities may be served; or
(j) to cure any ambiguity, defect or inconsistency
or to make any other changes to the provisions of
the Indenture with respect to matters and questions
arising under the Indenture, provided such action
shall not adversely affect the interests of the
Holders of Debt Securities of any series in any
material respect. (Section 1201).
(k) to correct or amplify the description of any
property at any time subject to the Lien of the
Indenture; or better to assure, convey and confirm
unto the Trustee any property subject or required to
be subjected to the Lien of the Indenture; or to
subject to the Lien of the Indenture additional
property (including property of Persons other than
the Company);
(l) to exclude from the Lien of the Indenture any
kind or character of property, provided, that any
Mortgaged Property of such kind or character shall
have been released from the Lien of the Indenture or
shall be subject to a release application to the
Trustee; or
(m) to amend and restate the Indenture, as
originally executed and delivered and as it may have
been subsequently amended, in its entirety as
discussed under "Discharge of Lien." (Section
1532).
The consent of the Holders of a majority in aggregate
principal amount of the Debt Securities of all series then
Outstanding under the Indenture, considered as one class, is
required for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions
of, the Indenture pursuant to one or more supplemental
indentures; provided, however, that if less than all of the
series of Debt Securities Outstanding under the Indenture
are directly affected by a supplemental indenture, then the
consent only of the Holders of a majority in aggregate
principal amount of the Outstanding Debt Securities of all
series so directly affected, considered as one class, will
be required; and provided, further, that if the Debt
Securities of any series have been issued in more than one
Tranche and if the proposed supplemental indenture directly
affects the rights of the Holders of Debt Securities of one
or more, but less than all, of such Tranches, then the
consent only of the Holders of a majority in aggregate
principal amount of the Outstanding Debt Securities of all
Tranches so directly affected, considered as one class, will
be required; and provided, further, that no such
supplemental indenture will, without the consent of the
Holder of each Outstanding Security under the Indenture of
each such series directly affected thereby, (a) change the
Stated Maturity of, or any installment of principal of or
interest on, any Debt Security, or reduce the principal
thereof or the rate of interest (or the amount of any
installment of interest thereon), if any, thereon or
redemption premium thereon, or change the method of
calculating the rate of interest thereon, or reduce the
amount of the principal of any Discount Security that would
be due and payable upon a declaration of acceleration of the
Maturity thereof, or change the coin or currency (or other
property) in which any Debt Security or any premium or the
interest thereon is payable or impair the right to institute
suit for the enforcement of any such payment on or after the
Stated Maturity of any Debt Security (or, in the case of
redemption, on or after the Redemption Date), (b) (except as
contemplated under "Discharge of Lien") terminate the lien
of the Indenture on all or substantially all of the
Mortgaged Property or deprive the Holders of the benefit of
the lien of the Indenture, without, in any such case, the
consent of the Holders of all Debt Securities then
Outstanding (Section 1533), (c) reduce the percentage in
principal amount of the Debt Securities Outstanding under
such series, the consent of the Holders of which is required
for any supplemental indenture or waiver of compliance with
any provision of the Indenture or any default thereunder and
its consequences, or to reduce the requirements for quorum
and voting under the Indenture, or (d) modify certain of the
provisions of the Indenture relating to supplemental
indentures, waivers of certain covenants and waivers of past
defaults.
A supplemental indenture which changes or eliminates
any covenant or other provision of the Indenture which has
expressly been included solely for the benefit of one or
more particular series of Debt Securities or one or more
Tranches thereof, or which modifies the rights of the
Holders of Debt Securities of such series or Tranches with
respect to such covenant or other provision, shall be deemed
not to affect the rights under the Indenture of the Holders
of Debt Securities of any other series or Tranche. (Section
1202).
The Indenture provides that in determining whether the
Holders of the requisite principal amount of the Outstanding
Debt Securities have given any request, demand,
authorization, direction, notice, consent or waiver under
the Indenture or whether a quorum is present at a meeting of
Holders of Debt Securities, (i) Debt Securities owned by the
Company or any other obligor upon the Debt Securities or any
Affiliate of the Company or of such other obligor (unless
the Company, such Affiliate or such obligor owns all
Outstanding Debt Securities under the Indenture, or all
Outstanding Debt Securities of each such series and each
such Tranche, as the case may be, determined without regard
to this clause (i)) shall be disregarded and deemed not to
be Outstanding; (ii) the principal amount of a Discount
Security that shall be deemed to be Outstanding for such
purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such
determination upon a declaration of acceleration of the
Maturity thereof as provided in the Indenture; and (iii) the
principal amount of a Debt Security denominated in one or
more foreign currencies or a composite currency that will be
deemed to be Outstanding will be the amount of Dollars which
could have been purchased by the principal amount (or, in
the case of a Debt Security described in clause (ii) above,
of the amount described in such clause) of such currency or
composite currency evidenced by such Debt Security.
(Section 101).
If the Company shall solicit from Holders any request,
demand, authorization, direction, notice, consent, election,
waiver or other Act, the Company may, at its option, by
Company Order, fix in advance a record date for the
determination of Holders entitled to give such request,
demand, authorization, direction, notice, consent, election,
waiver or other Act, but the Company shall have no
obligation to do so. If such a record date is fixed, such
request, demand, authorization, direction, notice, consent,
election, waiver or other Act may be given before or after
such record date, but only the Holders of record at the
close of business on the record date shall be deemed to be
Holders for the purposes of (i) determining whether Holders
of the requisite proportion of the Outstanding Debt
Securities have authorized or agreed or consented to such
request, demand, authorization, direction, notice, consent,
waiver or other Act and for that purpose the Outstanding
Debt Securities shall be computed as of the record date or
(ii) determining which Holders may revoke any such Act. Any
request, demand, authorization, direction, notice, consent,
election, waiver or other Act of a Holder shall bind every
future Holder of the same Debt Security and the Holder of
every Debt Security issued upon the registration of transfer
thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by
the Trustee or the Company in reliance thereon, whether or
not notation of such action is made upon such Debt Security.
(Section 104).
Discharge of Lien
The Indenture may be amended and restated in its
entirety, without the consent of the Holders of Debt
Securities, to eliminate all terms and conditions relating
to collateral security for the Debt Securities, with the
result that the Indenture, as so amended and restated, and
the Debt Securities would be entirely unsecured obligations
of the Company. Such amendment and restatement, however, is
subject to the following conditions:
(a) no Event of Default shall have occurred and be
continuing; and
(b) (i) the Company's Charter has been duly amended to
eliminate the restrictions on the issuance of
unsecured indebtedness; or (ii) all preferred
securities issued by the Company and outstanding are
paid, retired or redeemed; or (iii) holders of such
preferred securities consent to amend the Charter
for the purpose of eliminating such restrictions.
Upon the execution and delivery of an amendment and
restatement of the Indenture as contemplated above, the lien
of the Indenture will be deemed to have been satisfied and
discharged and the Trustee will release, quit claim and
otherwise turn over to the Company the Mortgaged Property.
(Section 1532).
Defeasance
Unless otherwise indicated in the applicable Prospectus
Supplement for a series of Offered Securities, any series of
Debt Securities, or any portion of the principal amount
thereof, will be deemed to have been paid for purposes of
the Indenture (except as to any surviving rights of
registration of transfer or exchange expressly provided for
in the Indenture), and the entire indebtedness of the
Company in respect thereof will be deemed to have been
satisfied and discharged, if there shall have been
irrevocably deposited with the Trustee or any Paying Agent
(other than the Company), in trust: (a) money in an amount
which will be sufficient, or (b) Government Obligations (as
defined below), which do not contain provisions permitting
the redemption or other prepayment thereof at the option of
the issuer thereof, the principal of and the interest on
which when due, without any regard to reinvestment thereof,
will provide moneys which, together with the money, if any,
deposited with or held by the Trustee or such Paying Agent,
will be sufficient, or (c) a combination of (a) and (b)
which will be sufficient, to pay when due the principal of
and premium, if any, and interest, if any, due and to become
due on such Debt Securities of such series or portions
thereof. (Section 701). For this purpose, Government
Obligations, include direct obligations of, or obligations
unconditionally guaranteed by, the United States of America
entitled to the benefit of the full faith and credit thereof
and certificates, depositary receipts or other instruments
which evidence a direct ownership interest in such
obligations or in any specific interest or principal
payments due in respect thereof.
While there may be no legal precedent on point, it is
possible that for federal income tax purposes any deposit
contemplated in the preceding paragraph could be treated as
a taxable exchange of the related Debt Securities for an
issue of obligations of the trust or a direct interest in
the cash and securities held in the trust. In that case,
Holders of such Debt Securities would recognize a gain or
loss for federal income tax purposes, as if their share of
the trust obligations or the cash or securities deposited,
as the case may be, had actually been received by them in
exchange for their Debt Securities. In addition, such
Holders thereafter would be required to include in income a
share of the income, gain or loss of the trust. The amount
so required to be included in income could be different from
the amount that would be includable in the absence of such
deposit. Prospective investors are urged to consult their
own tax advisors as to the specific consequences to them of
such deposit.
Resignation of Trustee
The Trustee may resign at any time by giving written
notice thereof to the Company or may be removed at any time
by Act of the Holders of a majority in principal amount of
the then Outstanding Debt Securities delivered to the
Trustee and the Company. No resignation or removal of the
Trustee and no appointment of a successor Trustee will
become effective until the acceptance of appointment by a
successor Trustee in accordance with the requirements of the
Indenture. So long as no Event of Default or event which,
after notice or lapse of time, or both, would become an
Event of Default has occurred and is continuing and except
with respect to a Trustee appointed by Act of the Holders,
if the Company has delivered to the Trustee a resolution of
its Board of Directors appointing a successor Trustee and
such successor has accepted such appointment in accordance
with the terms of the Indenture, the Trustee will be deemed
to have resigned and the successor will be deemed to have
been appointed as Trustee in accordance with the Indenture.
(Section 910).
Book-Entry System - Global Debt Securities
Unless otherwise specified in the applicable Prospectus
Supplement, the Depository Trust Company, New York, New York
("DTC") will act as securities depository for the Debt
Securities. In such case, the Debt Securities will be
issued only as fully-registered securities registered in the
name of Cede & Co. (DTC's partnership nominee). One or more
fully-registered global certificates will be issued for the
Debt Securities representing the aggregate principal amount
of such series of Debt Securities, 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 Exchange Act. DTC holds securities that
its participants (the "Direct Participants") deposit with
DTC. DTC also facilitates the settlement among Direct
Participants of securities transactions, such as transfers
and pledges, in deposited securities through electronic
computerized book-entry changes in Direct Participants'
accounts, thereby eliminating the need for physical movement
of securities certificates. Direct Participants include
securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations. DTC
is owned by a number of its Direct Participants and by The
New York Stock Exchange, Inc., the American Stock Exchange,
Inc., and the National Association of Securities Dealers,
Inc. Access to the DTC system is also available to others
such as securities brokers and dealers, banks and trust
companies that clear through or maintain a custodial
relationship with a Direct Participant, either directly or
indirectly (the "Indirect Participants," and together with
the Direct Participants, the "Participants"). The rules
applicable to DTC and its Participants are on file with the
Commission.
Purchases of Debt Securities under the DTC system must
be made by or through Direct Participants, which will
receive a credit for the Debt Securities on DTC's records.
The ownership interest of each actual purchaser of each Debt
Security(a "Beneficial Owner") is in turn to be recorded on
the Direct and Indirect Participants' respective records.
Beneficial Owners will not receive written confirmation from
DTC of their purchase, but Beneficial Owners are expected to
receive written confirmations providing details of the
transaction, as well as periodic statements of their
holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction.
Transfers of ownership interests in the Debt Securities are
to be accomplished by entries made on the books of
Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive certificates representing
their ownership interests in Debt Securities, except in the
event that use of the book-entry system for the Debt
Securities is discontinued.
To facilitate subsequent transfers, all Debt Securities
deposited by Direct Participants with DTC are registered in
the name of DTC's partnership nominee, Cede & Co. The
deposit of the Debt Securities with DTC and their
registration in the name of Cede & Co. effect no change in
beneficial ownership. DTC has no knowledge of the actual
Beneficial Owners of the Debt Securities; DTC's records
reflect only the identity of the Direct Participants to
whose accounts such Debt Securities are credited, which may
or may not be the Beneficial Owners. The Participants will
remain responsible for keeping account of their holdings on
behalf of their customers.
Conveyance of notices and other communications by DTC
to Direct Participants, by Direct Participants to Indirect
Participants, and by Direct Participants and Indirect
Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to
time.
Redemption notices shall be sent to Cede & Co. If less
than all of the securities within an issue are being
redeemed, DTC's practice is to determine by lot the amount
of the interest of each Direct Participant in such series to
be redeemed.
Neither DTC nor Cede & Co. will consent or vote with
respect to the Debt Securities. Under its usual procedures,
DTC mails an omnibus proxy (an "Omnibus Proxy") to the
Company as soon as possible after the record date. The
Omnibus Proxy assigns Cede & Co.'s consenting or voting
rights to those Direct Participants to whose accounts the
Debt Securities are credited on the record date (identified
in a listing attached to the Omnibus Proxy).
Principal, premium, if any, and interest payments on
the Debt Securities will be made to DTC. DTC's practice is
to credit Direct Participants' accounts on the relevant
payment date in accordance with their respective holdings
shown on DTC's records unless DTC has reason to believe that
it will not receive payment on such payment date. Payments
by Participants to Beneficial Owners will be governed by
standing instructions and customary practices, as is the
case with securities held for the accounts of customers in
bearer form or registered in "street name," and will be the
responsibility of such Participant and not of DTC, the
underwriters, or the Company, subject to any statutory or
regulatory requirements as may be in effect from time to
time. Payment of principal, redemption premium, if any, and
interest to DTC is the responsibility of the Company or the
Trustee. Disbursement of such payments to Direct
Participants is the responsibility of DTC, and disbursement
of such payments to the Beneficial Owners is the
responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as
securities depository with respect to the Debt Securities at
any time by giving reasonable notice to the Company. Under
such circumstances, in the event that a successor securities
depository is not obtained, Debt Securities certificates are
required to be printed and delivered. In addition, the
Company may decide to discontinue use of the system of book-
entry transfers through DTC (or a successor securities
depository). In that event, Debt Securities certificates
will be printed and delivered.
The Company will not have any responsibility or
obligation to Participants or the persons for whom they act
as nominees with respect to the accuracy of the records of
DTC, its nominee or any Direct or Indirect Participant with
respect to any ownership interest in the Debt Securities, or
with respect to payments to or providing of notice for the
Direct Participants, the Indirect Participants or the
Beneficial Owners.
So long as Cede & Co. is the registered owner of the
Debt Securities, as nominee of DTC, references herein to
Holders of the Debt Securities shall mean Cede & Co. or DTC
and shall not mean the Beneficial Owners of the Debt
Securities.
The information in this section concerning DTC and
DTC's book-entry system has been obtained from DTC. Neither
the Company, the Trustee nor the underwriters, dealers or
agents takes responsibility for the accuracy or completeness
thereof.
DESCRIPTION OF THE MORTGAGE
The statements under this heading do not purport to be
complete and are subject to the detailed provisions of the
Mortgage, a copy of which has been filed as an exhibit to
the Registration Statement of which this Prospectus is a
part.
Security
The First Mortgage Bonds, now or hereafter issued under
the Mortgage, will be secured by the Mortgage, which
constitutes, in the opinion of counsel for the Company, a
first mortgage lien on all of the present properties of the
Company (except as stated below), subject to (a) leases of
minor portions of the Company's property to others for uses
which, in the opinion of such counsel, do not interfere with
the Company's business, (b) leases of certain property of
the Company not used in its business, and (c) excepted
encumbrances. There are excepted from the lien all cash and
securities; certain equipment, materials or supplies;
automobiles, other vehicles and aircraft; timber, mineral
rights and royalties; and receivables, contracts, leases and
operating agreements.
The Mortgage contains provisions for subjecting
after-acquired property (subject to pre-existing liens) to
the lien thereof, subject to limitations in the case of
consolidation, merger or sale of substantially all of the
Company's assets.
The Mortgage provides that the Mortgage Trustees shall
have a lien on the mortgaged property, prior to the First
Mortgage Bonds, for the payment of their reasonable
compensation and expenses and for indemnity against certain
liabilities.
The Mortgage contains restrictions, some of which apply
only so long as certain prior series are outstanding, on the
acquisition of property subject to liens and on the issuance
of bonds under divisional or prior lien mortgages.
Replacement Fund
In addition to actual expenditures for maintenance and
repairs, the Company is required to expend or deposit
annually, for replacements and improvements in respect of
the mortgaged electric, gas, steam and/or hot water utility
property and certain automotive equipment, an amount equal
to $800,000 plus 2-1/4% of net additions to the mortgaged
electric, gas, steam and/or hot water utility property made
after December 31, 1943 and prior to the beginning of the
current year. Such requirement may be met by depositing
cash or certifying gross property additions or expenditures
for certain automotive equipment or by taking credit for
First Mortgage Bonds and qualified lien bonds retired. Such
cash may be withdrawn against gross property additions or
waiver of the right to issue First Mortgage Bonds.
Issuance of Additional First Mortgage Bonds
The maximum principal amount of First Mortgage Bonds
which may be issued under the Mortgage is limited to one
hundred billion dollars at any one time outstanding, subject
to property additions, earnings and other limitations of the
Mortgage. First Mortgage Bonds of any series may be issued
from time to time on the bases of (1) 60% of unfunded
property additions after adjustments to offset retirements;
(2) retirement of First Mortgage Bonds or qualified lien
bonds; or (3) deposit of cash. Property additions generally
include electric, gas, steam and/or hot water property
acquired after December 31, 1943, but may not include
securities, automobiles or other vehicles or aircraft or
property used principally for the production or gathering of
natural gas.
With certain exceptions in the case of (2) above, the
issuance of First Mortgage Bonds is subject to adjusted net
earnings (before interest and income taxes) for 12
consecutive months out of the 15 months immediately
preceding the issuance of such First Mortgage Bonds being
at least twice the annual interest requirements on all First
Mortgage Bonds at the time outstanding, including the
additional issue, and all indebtedness of prior rank. Such
adjusted net earnings are computed after provisions for
retirement and depreciation of property at least equal to
the replacement fund requirements for such period.
The Company has reserved the right (without any consent
or other action by holders of the 1999 Series First Mortgage
Bonds or any subsequently created series, including the
First Mortgage Bonds) to include nuclear fuel (and similar
or analogous devices or substances) as property additions.
The Company has also reserved the right to amend the
Mortgage, without any consent or other action of the holders
of the 2008 Series First Mortgage Bonds or any subsequently
created series, to make available as property additions any
form of space satellites (including solar power satellites),
space stations and other analogous facilities.
No First Mortgage Bonds may be issued on the basis of
property additions subject to qualified liens if the
qualified lien bonds secured thereby exceed 50% of such
property additions, or if the qualified lien bonds and First
Mortgage Bonds then outstanding which have been issued
against property additions subject to continuing qualified
liens and certain other items would be in the aggregate
exceed 15% of the First Mortgage Bonds and qualified lien
bonds outstanding.
Release and Substitution of Property
Property may be released from the lien of the Mortgage
upon the bases of (1) deposit of cash or, to a limited
extent, purchase money mortgages, (2) property additions,
after adjustments in certain cases to offset retirements and
after making adjustments for qualified lien bonds
outstanding against property additions, and (3) waiver of
the right to issue First Mortgage Bonds without applying any
earnings test. Cash may be withdrawn on the bases stated in
(2) and (3) above without meeting an earnings test. When
property released is not funded property, property additions
used to effect the release may again, in certain cases,
become available as credits under the Mortgage, and the
waiver of the right to issue First Mortgage Bonds to effect
the release may, in certain cases, cease to be effective as
such a waiver. Similar provisions are in effect as to cash
proceeds of such property.
The Mortgage contains special provisions with respect
to qualified lien bonds pledged and disposition of moneys
received on pledged prior lien bonds.
Modification
The rights of the holders of First Mortgage Bonds may
be modified with the consent of the holders of 70% of the
First Mortgage Bonds, and, if fewer than all series of First
Mortgage Bonds are affected, the consent also of the holders
of 70% of the First Mortgage Bonds of each series affected.
See "Description of Debt Securities - Voting of the First
Mortgage Bonds". The Company has reserved the right without
any consent or other action by holders of the 2000 Series
First Mortgage Bonds or any subsequently created series, to
substitute for the foregoing provision a provision to the
effect that the rights of the holders of First Mortgage
Bonds may be modified with the consent of holders of 66-2/3%
of the First Mortgage Bonds and, if fewer than all series of
First Mortgage Bonds are affected, the consent also of
holders of 66-2/3% of the First Mortgage Bonds of each
series affected. In general, no modification of the terms
of payment of principal or interest, no modification of the
obligations of the Company under Section 64 of the Mortgage
(until the foregoing substitution is made), and no
modification affecting the lien or reducing the percentage
required for modification is effective against any holder of
First Mortgage Bonds without his consent. See also
"Issuance of Additional First Mortgage Bonds".
As discussed under "DESCRIPTION OF DEBT SECURITIES -
Voting of First Mortgage Bonds", the Indenture provides that
the Trustee, as the holder of First Mortgage Bonds, will
vote in favor of certain specified amendments to the
Mortgage. Such amendments would, among other things:
1. modify the release provisions to permit the
release of mortgaged property in an amount equal
to 10/6 of the aggregate principal amount of
retired bonds which the Company elects to use as
the basis for such release;
2. modify the release provisions to permit the
release of unfunded mortgaged property, so long as
the Company has at least $1 in unfunded property
additions remaining;
3. except from the lien of the Mortgage all types of
property that are not eligible for use as the
basis for the issuance of First Mortgage Bonds;
4. reduce the percentage required to modify
bondholders' rights from 70% or 66-2/3%, as the
case may be, to a majority of First Mortgage Bonds
outstanding;
5. change the definition of "Funded Property" to mean
only property specified by the Company with a fair
value, to be determined by an independent expert,
of not less than 10/7 of the amount of outstanding
First Mortgage Bonds;
6. issue First Mortgage Bonds under the Mortgage on
the basis of bonds issued under other mortgages;
7. allow the Company to implement a corporate
division, whereby all or substantially all of the
Company's assets and liabilities, including the
outstanding First Mortgage Bonds, are divided
among two or more successor corporations, one of
which may be the Company;
8. increase the bonding ratio from 60% to 70% of the
cost or fair value (whichever is lower) of
property additions and make correlative changes to
provisions relating to the release of property;
9. modify the net earnings test, to provide, among
other things, that the period over which net
earnings is computed shall be 12 out of the
preceding 18 months, to specifically permit the
inclusion in net earnings of revenues collected
subject to possible refund, allowances for funds
used during construction, and allowances for funds
used for conservation expenses, to provide for no
deduction for non-recurring charges and to
specifically provide for the treatment of variable
interest rates;
10. modify the Mortgage to specifically provide that
if the Company transfers all or substantially all
property to a successor corporation pursuant to
the provisions of Article XVI of the Mortgage, the
Company would be released of all obligations under
the Mortgage;
11. permit the Company to replace a trustee under the
Mortgage, so long as the Company is not in default
under the Mortgage;
12. permit the Company to amend the Mortgage without
the consent of the holders of the First Mortgage
Bonds outstanding thereunder to make changes which
do not adversely affect the interests of the
holders of such First Mortgage Bonds in any
material respect;
13. raise the minimum dollar amount of fire losses
that must be payable to the Mortgage Trustees from
$50,000 to an amount equal to the greater of
$10,000,000 or 3% of the aggregate principal
amount of First Mortgage Bonds outstanding on the
date of a particular loss; and
14. increase the amount of obligations secured by
purchase money mortgage upon any property being
released which can be used as the basis of such a
release.
Default and Notice Thereof
Defaults are defined in the Mortgage as default in
payment of principal; default for 60 days in payment of
interest or of installments of funds for the retirement of
First Mortgage Bonds; certain events in bankruptcy,
insolvency or reorganization; defaults with respect to
qualified lien bonds; and default for 90 days after notice
in other covenants. The Mortgage Trustees may withhold
notice of default (except in payment of principal, interest
or funds for retirement of First Mortgage Bonds) if they
determine that it is in the interest of the holders of First
Mortgage Bonds to do so.
The Mortgage Corporate Trustee or holders of 25% of the
First Mortgage Bonds may declare the principal and accrued
interest due on default, but a majority may annul such
declaration if such default has been cured. No holder of
First Mortgage Bonds may enforce the lien of the Mortgage
without giving the Mortgage Trustees written notice of a
default and unless the holders of 25% of the First Mortgage
Bonds have requested the Mortgage Trustees in writing to act
and have offered the Mortgage Trustees reasonable
opportunity to act and indemnity satisfactory to the
Mortgage Trustees against the costs, expenses and
liabilities to be incurred thereby and the Mortgage Trustees
shall have failed to act. Holders of a majority of the
First Mortgage Bonds may direct the time, method and place
of conducting any proceedings for any remedy available to
the Mortgage Trustees, or exercising any trust or power
conferred upon the Mortgage Trustees.
The Company must file an annual certificate with the
Mortgage Corporate Trustee as to compliance with the
provisions of the Mortgage.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities: (i) through
one or more underwriters or dealers, (ii) directly to one or
more purchasers, (iii) through one or more agents or (iv)
through a combination of any such methods of sale. The
applicable Prospectus Supplement with respect to the Offered
Securities shall set forth the applicable terms of the
offering of the Offered Securities, including the name or
names of any underwriters, dealers or agents, the purchase
price of such Offered Securities and the proceeds to the
Company from such sale, any underwriting discounts and other
items constituting underwriters' compensation, any initial
public offering price and any discounts or concessions
allowed or reallowed or paid by any underwriters to dealers.
Any 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.
If underwriters are used in the sale of the Offered
Securities, such Offered Securities will be acquired by the
underwriters for their own account and may be resold 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 with respect to a particular underwritten
offering of Offered Securities will be named in the
applicable Prospectus Supplement relating to such offering
and, if an underwriting syndicate is used, the managing
underwriter or underwriters will be set forth on the cover
page of such Prospectus Supplement. In connection with the
sale of Offered Securities, the underwriters may receive
compensation from the Company or from purchasers in the form
of discounts, concessions or commissions. The underwriters
will be, and any dealers participating in the distribution
of the Offered Securities may be, deemed to be underwriters
within the meaning of the Securities Act of 1933, as amended
(the "Securities Act"). The Company has agreed to indemnify
the underwriters against certain civil liabilities,
including liabilities under the Securities Act. The
underwriting agreement pursuant to which any Offered
Securities are to be sold will provide that the obligations
of the underwriters are subject to certain conditions
precedent and that the underwriters will be obligated to
purchase all of the Offered Securities if any are purchased;
provided that the agreement between the Company and the
underwriters providing for the sale of the Offered
Securities may provide that under certain circumstances
involving a default of one or more underwriters, that than
all of the Offered Securities may be purchased.
Offered Securities may be sold directly by the Company
or through agents designated by the Company from time to
time. The applicable Prospectus Supplement shall set forth
the name of any agent involved in the offer or sale of the
Offered Securities in respect of which such Prospectus
Supplement is delivered as well as any commissions payable
by the Company to such agent. Unless otherwise indicated in
the Prospectus Supplement, any such agent will be acting on
a best efforts basis for the period of its appointment.
If so indicated in the applicable Prospectus
Supplement, the Company will authorize agents, underwriters
or dealers to solicit offers by certain specified
institutions to purchase Offered Securities from the Company
at the public offering price set forth in such Prospectus
Supplement pursuant to delayed delivery contracts providing
for payment and delivery on a specified date in the future.
Such contracts will be subject to those conditions set forth
in the applicable Prospectus Supplement, and such Prospectus
Supplement will set forth the commission payable for
solicitation of such contracts.
EXPERTS AND LEGALITY
The Company's balance sheet as of December 31, 1994 and
the statements of income, retained earnings, and cash flows
and the related financial statement schedule for the year
ended December 31, 1994, incorporated by reference in this
Prospectus, have been incorporated by reference herein in
reliance on the reports of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of that firm
as experts in accounting and auditing.
The financial statements and the related financial
statement schedule as of December 31, 1993 and for each of
the two years in the period ended December 31, 1993,
incorporated in this Prospectus by reference to the 1994 10-
K, have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports dated February 11, 1994
(which reports expressed an unqualified opinion and included
an explanatory paragraph relating to the Company's change in
method of accounting for income taxes) also incorporated by
reference herein, and have been so included in reliance upon
the reports of such firm given upon their authority as
experts in accounting and auditing.
The legality of the Debt Securities will be passed upon
for the Company by Reid & Priest LLP, New York, New York and
Laurence M. Hamric, General Attorney - Corporate and
Securities of Entergy Services, Inc. and for any
underwriters, dealers or agents by Winthrop, Stimson, Putnam
& Roberts, New York, New York. However, all legal matters
pertaining to the organization of the Company, titles to
property, franchises and the lien of the Mortgage and all
matters pertaining to Louisiana law will be passed upon only
by Laurence M. Hamric, Esq.
The statements as to matters of law and legal
conclusions made under "DESCRIPTION OF DEBT SECURITIES" and
"DESCRIPTION OF MORTGAGE BONDS" have been reviewed by
Laurence M. Hamric, Esq. and, except as to "Security" under
"DESCRIPTION OF DEBT SECURITIES" and "DESCRIPTION OF
MORTGAGE BONDS," by Reid & Priest LLP, New York, New York,
and are set forth herein in reliance upon the opinions of
said counsel, respectively, and upon their authority as
experts.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Each
Initial Additional
Sale Sale
Filing Fees_Securities and Exchange
Commission:
Registration Statement $120,6 $
90 -
Application_Declaration 2,000
-
*Rating Agencies' fees 25,000 25,000
*Trustees' fees 7,000 3,000
*Fees of Company's 60,000 25,000
Counsel...................................
........................
*Fees of Entergy Services, Inc. 35,000 25,000
*Accounting fees 18,000 12,000
*Printing and engraving costs 30,000 20,000
*Miscellaneous expenses (including Blue- 20,000 15,000
Sky expenses)
*Total Expenses $317,6 $125,00
90 0
___________________
* Estimated
Item 15. Indemnification of Directors and Officers.
The Company has insurance covering its expenditures
which might arise in connection with its lawful
indemnification of its directors and officers for certain of
their liabilities and expenses. Directors and officers of
the Company also have insurance which insures them against
certain other liabilities and expenses. The corporation
laws of Louisiana permit indemnification of directors and
officers in a variety of circumstances, which may include
liabilities under the Securities Act of 1933, as amended
(the "Securities Act"), and under the Company's Restated
Articles of Incorporation, as amended, its officers and
directors may generally be indemnified to the full extent of
such laws.
Item 16. List of Exhibits. *
1(a) - Form of Underwriting Agreement for the Debt
Securities.
4(a) - Form of Indenture for Debt Securities, to be
dated as of March 1, 1996 between the Company
and Chemical Bank, as Trustee.
4(b) - Form of Debt Security.
4(c) - Form of Officer's Certificate to be used in
designating and authorizing the terms and
conditions of any series of Debt Securities
offered hereunder.
**4(d) - Mortgage and Deed of Trust, as amended by
forty-nine Supplemental Indentures (7(d) in 2-
5317 (Mortgage); 7(b) in 2-7408 (First); 7(c)
in 2-8636 (Second); 4(b)-3 in 2-10412 (Third);
4(b)-4 in 2-12264 (Fourth); 2(b)-5 in 2-12936
(Fifth); D in 70-3862 (Sixth); 2(b)-7 in 2-
22340 (Seventh); 2(c) in 2-24429 (Eighth);
4(c)-9 in 2-25801 (Ninth); 4(c)-10 in 2-26911
(Tenth); 2(c) in 2-28123 (Eleventh); 2(c) in 2-
34659 (Twelfth); C to Rule 24 Certificate in
70-4793 (Thirteenth); 2(b)-2 in 2-38378
(Fourteenth); 2(b)-2 in 2-39437 (Fifteenth);
2(b)-2 in 2-42523 (Sixteenth); C to Rule 24
Certificate in 70-5242 (Seventeenth); C to
Rule 24 Certificate in 70-5330 (Eighteenth); C-
1 to Rule 24 Certificate in 70-5449
(Nineteenth); C-1 to Rule 24 Certificate in 70-
5550 (Twentieth); A-6(a) to Rule 24
Certificate in 70-5598 (Twenty-first); C-1 to
Rule 24 Certificate in 70-5711 (Twenty-
second); C-1 to Rule 24 Certificate in 70-5919
(Twenty-third); C-1 to Rule 24 Certificate in
70-6102 (Twenty-fourth); C-1 to Rule 24
Certificate in 70-6169 (Twenty-fifth); C-1 to
Rule 24 Certificate in 70-6278 (Twenty-sixth);
C-1 to Rule 24 Certificate in 70-6355 (Twenty-
seventh); C-1 to Rule 24 Certificate in 70-
6508 (Twenty-eighth); C-1 to Rule 24
Certificate in 70-6556 (Twenty-ninth); C-1 to
Rule 24 Certificate in 70-6635 (Thirtieth); C-
1 to Rule 24 Certificate in 70-6834 (Thirty-
first); C-1 to Rule 24 Certificate in 70-6886
(Thirty-second); C-1 to Rule 24 Certificate in
70-6993 (Thirty-third); C-2 to Rule 24
Certificate in 70-6993 (Thirty-fourth); C-3
to Rule 24 Certificate in 70-6993 (Thirty-
fifth); A-2(a) to Rule 24 Certificate in 70-
7166 (Thirty-sixth); A-2(a) in 70-7226 (Thirty-
seventh); C-1 to Rule 24 Certificate in 70-
7270 (Thirty-eighth); 4(a) to Quarterly Report
on Form 10-Q for the quarter ended June 30,
1988, in 1-8474 (Thirty-ninth); A-2(b) to Rule
24 Certificate in 70-7553 (Fortieth); A-2(d)
to Rule 24 Certificate in 70-7553 (Forty-
first); A-3(a) to Rule 24 Certificate in 70-
7822 (Forty-second); A-3(b) to Rule 24
Certificate in 70-7822 (Forty-third); A-2(b)
to Rule 24 Certificate in File No. 70-7822
(Forty-fourth); A-3(c) to Rule 24 Certificate
in 70-7822 (Forty-fifth); A-2(c) to Rule 24
Certificate dated April 7, 1993 in 70-7822
(Forty-sixth); A-3(d) to Rule 24 Certificate
dated June 4, 1993 in 70-7822 (Forty-seventh);
A-3(e) to Rule 24 Certificate dated December
21, 1993 in 70-7822 (Forty-eighth); A-3(f) to
Rule 24 Certificate dated August 1, 1994 in 70-
7822 (Forty-ninth); and A-4(c) to Rule 24
Certificate dated September 28, 1994 in 70-
7653 (Fiftieth).
4(e) Form of Supplemental Indenture for the First
Mortgage Bonds.
5(a) - Opinion of Laurence M. Hamric, General
Attorney - Corporate and Securities of Entergy
Services, Inc., as to the legality of the
securities being registered.
5(b) - Opinion of Reid & Priest LLP, New York counsel
for the Company, as to the legality of the
securities being registered.
**12 - Computations of Ratio of Earnings to Fixed
Charges (filed as Exhibit 12(c) to the
Company's Annual Report on Form 10-K for the
period ended December 31, 1994, Exhibit 99(c)
to the Company's Quarterly Report on Form 10-Q
for the period ended March 31, 1995, Exhibit
99(c) to the Company's Quarterly Report on
Form 10-Q for the period ended June 30, 1995,
and Exhibit 99(c) to the Company's Quarterly
Report on Form 10-Q for the period ended
September 30, 1995, each in File No. 1-8474).
23(a) - Consent of Laurence M. Hamric, Esq. (included
in Exhibit 5(a)).
23(b) - Consent of Reid & Priest LLP (included in
Exhibit 5(b)).
23(c) - Consent of Coopers & Lybrand L.L.P.
23(d) - Consent of Deloitte & Touche LLP.
24 - Power of Attorney (contained on the signature
page herein).
25 - Statement of Eligibility of Trustee on Form T-
1 under the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act"), of
Chemical Bank, Trustee.
______________
* Reference is made to a duplicate list of exhibits filed
as part of the Registration Statement, which list, in
accordance with Item 102 of Regulation S-T of the
Securities and Exchange Commission (the "Commission")
immediately precedes the exhibits being physically
filed with the Registration Statement.
** Incorporated herein by reference as indicated.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this
registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii)
above do not apply if the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), that are incorporated by reference in
this registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability
under the Securities Act, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference
in this registration statement shall be deemed to be a new
registration statement relating to the securities offered
herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(5) That, for purposes of determining any liability
under the Securities Act, the information omitted from the
form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule
424(b) (1) or (4) or 497(h) under the Securities Act shall
be deemed to be part of this registration statement as of
the time it was declared effective.
(6) That, for the purpose of determining any liability
under the Securities Act, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered
herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(7) To file an application for the purpose of
determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in
accordance with the rules and regulations prescribed by the
Commission under Section 305(b)(2) of the Trust Indenture
Act.
(8) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection
with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final
adjudication of such issue.
EXHIBIT 24
POWER OF ATTORNEY
Each director and/or officer of the registrant whose
signature appears below hereby appoints Gerald D. McInvale,
William J. Regan, Jr., Laurence M. Hamric and Denise C.
Redmann, and each of them severally, as his attorney-in-fact
to sign in his name and behalf, in any and all capacities
stated below, and to file with the Securities and Exchange
Commission, any and all amendments, including post-effective
amendments, to this registration statement, and the
registrant hereby also appoints each such named person as
its attorney-in-fact with like authority to sign and file
any such amendments in its name and behalf.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, the registrant certifies that this
Registration Statement has been signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New
Orleans, State of Louisiana, on the 9th day of January,
1996.
LOUISIANA POWER & LIGHT COMPANY
By /s/John J. Cordaro
John J. Cordaro, President
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates
indicated.
Signature Title Date
/s/Edwin Lupberger Chairman of the Board, January 9, 1996
Edwin Lupberger Chief Executive
Officer
and Director
(Principal Executive
Officer)
s/Gerald D. McInvale Executive Vice President January 9, 1996
Gerald D. McInvale Chief Financial
Officer,
and Director
(Principal Financial
Officer)
/s/Louis E. Buck Vice President and January 9, 1996
Louis E. Buck Chief Accounting Officer
(Principal Accounting
Officer)
/s/Michael B. Bemis Director January 9, 1996
Michael B. Bemis
/s/Jerry L. Maulden Director January 9, 1996
Jerry L. Maulden
/s/Donald C. Hintz Director January 9, 1996
Donald C. Hintz
/s/Jerry D. Jackson Director January 9, 1996
Jerry D. Jackson
/s/John J. Corodaro Director January 9, 1996
John J. Cordaro