As filed with the Securities and Exchange Commission on March 26, 1999
Registration No. 333-
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
ENTERGY CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 72-1229752
(State or other jurisdiction (I.R.S. Employer
of Incorporation or organization) Identification Number)
639 Loyola Avenue 70113
New Orleans, Louisiana (Zip Code)
(Address of principal executive offices)
1998 EQUITY OWNERSHIP PLAN
OF ENTERGY CORPORATION AND SUBSIDIARIES
(Full title of the plan)
___________________________________
C. John Wilder Ann G. Roy, Esq.
Executive Vice President Senior Counsel -
and Chief Financial Officer Corporate and Securities
Entergy Corporation Entergy Service, Inc.
639 Loyola Avenue 639 Loyola Avenue
New Orleans, Louisiana 70113 New Orleans, Louisiana 70113
(504) 576-3391 (504) 576-5841
(Names, addresses and telephone numbers, including area code, of
agents for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
to be Registered Registered Share (1) Price (1) Fee
Common Stock, $.01 par value 12,000,000 $29.0937 $349,124,400 $97,056.59
Shares
(1) Estimated solely for the purpose of calculating the
registration fee, pursuant to Rule 457(h) and Rule 457(c) under
the Securities Act of 1933, on the basis of the average of the
high ($29.3125) and low ($28.8750) prices paid for a share of
Entergy Corporation Common Stock on March 23, 1999 as reported on
the New York Stock Exchange Composite Transactions Tape.
Pursuant to Rule 428 and the General Instructions for Form S-8,
the prospectus relating to this registration statement
constitutes a prospectus with respect to 1,423,015 shares of
Entergy Corporation Common Stock remaining unsold pursuant to
Entergy Corporation's Post Effective Amendment No. 4 on Form S-8
to Entergy Corporation's Registration Statement on Form S-4 (File
No. 33-54298) and the filing fee payable hereunder is limited to
the additional securities registered hereunder. Pursuant to Rule
416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Plan.
EXPLANTORY NOTE
This Registration Statement includes a Prospectus, prepared
in accordance with the requirements of Form S-3, which, pursuant
to General Instruction C of Form S-8, may be delivered in
connection with the offer and sale by certain officers and
directors of the Company who may be deemed to be "affiliates" of
the Company, as that term is defined in Rule 405 under the
Securities Act of 1933, as amended (the "Securities Act"), of
securities registered hereunder.
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing information specified in Part I
of this Registration Statement on Form S-8 (the "Registration
Statement") have been or will be sent or given to participants in
the Plan as specified in Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the
Securities Act. Such document(s) are not being filed with the
Commission but constitute (along with documents incorporated by
reference into this Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
RE-OFFER PROSPECTUS
13,423,015 shares of Common Stock
($.01 par value)
ENTERGY CORPORATION
639 Loyola Avenue
New Orleans, Louisiana 70113
(504) 576-5262
The Selling Stockholders -
o May periodically sell any or all of their shares
of Common Stock up to 13,423,015 shares;
o Will determine the number, the price and the
terms when sold.
o Will receive all proceeds from the sale.
The Shares -
o Have been acquired pursuant to the 1998 Equity
Ownership Plan and the prior Equity Ownership Plan;
o Are "control securities" as defined in Rule 144
under the Securities Act;
o May be offered and sold from time to time in any
manner permitted by law.
The Sales -
o May be made through brokers or to dealers, who
are expected to receive customary commissions or
discounts.
The Common Stock is quoted on the New York Stock Exchange under
the symbol "ETR"
__________________
This prospectus may be used only if accompanied by the prospectus
supplement for that offering.
You should read this prospectus and any supplement carefully
before you invest.
__________________
Neither the SEC nor any state securities commission has approved
or disapproved of these shares or determined that this prospectus
is accurate or complete. Any representation to the contrary is a
criminal offense.
March 26, 1999
Table of Contents
Where You Can Find More Information 2
The Company 3
Selling Stockholders 4
Plan of Distribution 6
Use of Proceeds 7
Experts and Counsel 7
Indemnification of Directors and Officers 8
__________
WHERE YOU CAN FIND MORE INFORMATION
We are required to file annual, quarterly and special
reports, proxy statements and other information with the SEC.
Our filings are available to the public over the Internet at the
SEC's home page located at (http://www.sec.gov) or you may read
and copy any document at the SEC Public Reference Rooms located
at:
450 Fifth Street, N.W.,
Room 1024,
Washington, D.C. 20549-1004;
CitiCorp Center
500 W. Madison Street
Suite 1400,
Chicago, Illinois 60661
7 World Trade Center
13th Floor
New York, New York 10048.
Please call the SEC at 1-800-732-0330 for more information about
the public reference rooms and requesting documents.
The SEC allows us to "incorporate by reference" in this
prospectus the information we file with them, which means we can
refer you to important information without restating it in this
prospectus. The information incorporated by reference is an
important part of this prospectus, and information that we file
later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed
below and any future filings made with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act:
1. Our Annual Report on Form 10-K for the year ended December
31, 1998;
2. "Description of Holdings Capital Stock" contained in our
registration statement on Form S-4 filed in File No. 33-54298;
and
3. Post Effective Amendment No. 4 on Form S-8 to registration
statement on Form S-4, filed in File No. 33-54298 (previously
registering securities of the same class with respect to the
Equity Ownership Plan).
You may request a copy of any or all of these filings, free
of charge, by writing or telephoning us at the following address:
Mr. Christopher T. Screen
Assistant Secretary
Entergy Corporation
P. O. Box 61000
New Orleans, Louisiana 70161
(504) 576-4212
You may also direct your requests via e-mail to
cscreen@entergy.com.
You should rely only on the information incorporated by
reference or provided in this prospectus or any prospectus
supplement. We have not authorized anyone else to provide you
with different information. We are not making an offer of the
shares in any state where the offer is not permitted. You should
not assume that the information in this prospectus or any
supplement is accurate as of any other date than the date on the
front of those documents.
_______
THE COMPANY
We are a Delaware corporation and registered under the Public
Utility Holding Company Act of 1935. We are a holding company
that, through its five domestic retail operating electric utility
subsidiaries, Entergy Arkansas, Inc., Entergy Gulf States, Inc.,
Entergy Louisiana, Inc., Entergy Mississippi, Inc. and Entergy
New Orleans, Inc., provides electric service to approximately 2.4
million customers in Arkansas, Louisiana, Mississippi, Tennessee
and Texas. Through Entergy Power, Inc. and System Energy
Resources, Inc. we provide wholesale electricity to affiliated
companies and other utilities and market our energy expertise
worldwide.
SELLING STOCKHOLDERS
This prospectus relates to the possible offer and sale of
shares acquired by the Selling Stockholders named below through
the exercise of the options granted under our 1998 Equity
Ownership Plan and any shares remaining unsold under Entergy's
previous equity ownership plan. Each of the Selling Stockholders
is an employee of the Company or one of its subsidiaries. Mr.
Leonard is also a member of our Board of Directors. The
following table sets forth the names of such employees and
directors who may be Selling Stockholders from time to time,
along with the number of shares of Common Stock available that
they can acquire through the Plan and the number of shares
offered for sale hereby. The address for each Selling
Stockholder is c/o Entergy Corporation, 639 Loyola Avenue, New
Orleans, LA 70113. The number of shares offered for sale by such
individuals may be updated in supplements to this Prospectus,
which will be filed with the SEC in accordance with Rule 424(b)
under the Securities Act of 1933, as amended, as may be
necessary.
Shares Beneficially
Shares Shares Covered Owned after this
Selling Stockholders and Beneficially by this Offering
Principal Positions Owned(1) Prospectus(1) Number(2) Percent
Michael B. Bemis 64,307 42,500 41,807 *
Executive Vice President-
International Retail Operations
C. Gary Clary 33,293 28,250 29,543 *
Senior Vice President-Human
Resources and Administration
Robert Cushman 11,411 23,750 7,661 *
Vice President-Mergers,
Acquisitions and Project Finance
Joseph F. Domino 10,561 16,500 9,061 *
President and Chief Executive
Officer-Entergy Gulf States, Inc.-
Texas
Frank F. Gallaher 73,540 77,500 28,540 *
Group President and Chief Utility
Operating Officer
Donald C. Hintz 86,648 127,000 31,648 *
President
Jerry D. Jackson 100,755 131,911 48,844 *
Executive Vice President;
President and Chief Executive
Officer-Entergy Gulf States, Inc.-
Louisiana;
President and Chief Executive
Officer-Entergy Louisiana, Inc.
R. Drake Keith 27,744 23,424 14,320 *
President and Chief Executive
Officer-Entergy Arkansas, Inc.
Nathan E. Langston 12,221 21,500 10,721 *
Vice President and Chief Accounting
Officer
Wayne Leonard 0 220,000 0 *
Chief Executive Officer and
Director
Shahid J. Malik 36,729 29,250 22,979 *
Senior Vice President-Entergy
Enterprises, Inc.
Jerry L. Maulden 72,817 72,500 40,317 *
Vice Chairman
Steven C. McNeal 6,511 7,500 5,011 *
Vice President and Treasurer
Donald E. Meiners 30,021 26,250 18,771 *
President and Chief Executive
Officer - Entergy Mississippi, Inc.
Daniel F. Packer 6,772 15,000 6,772 *
President -Entergy New Orleans,
Inc.
Michael G. Thompson 42,532 44,500 22,532 *
Senior Vice President, General
Counsel and Secretary
C. John Wilder 0 70,000 0 *
Executive Vice President and Chief
Financial Officer
Jerry W. Yelverton 15,584 55,250 18,834 *
Executive Vice President and
Chief Nuclear Officer;
President and Chief Executive
Officer-Entergy Operations, Inc.;
President and Chief Executive
Officer System Energy Resources,
Inc.;
(1) This number includes the maximum number of shares which can
be awarded under all of our benefit plans. The actual number of
shares may vary based upon each Selling Stockholder's level of
achievement of certain performance goals.
(2) This number assumes that the Selling Stockholders have
neither acquired nor disposed of any additional shares.
* Less than 1 percent.
We may at any time and from time to time suspend,
permanently or temporarily, or otherwise prohibit any offering or
sale of shares pursuant to this Prospectus. By virtue of the
registration of these shares under the Securities Act, and the
offering and sale of those shares hereby, the Selling
Stockholders will be deemed to have agreed with and represented
to us (1) that the number of shares of Common Stock represented
to be beneficially owned by the Selling Stockholders is correct,
(2) that after each of the Selling Stockholders receive notice
from us that we are suspending or prohibiting the offering or
sale of shares pursuant to this Prospectus, the Selling
Stockholders may not and will not use this Prospectus to offer or
sell any of their shares which remain unsold and will cease the
disposition of their Shares pursuant to the Registration
Statement until such time, if any, as we notify the Selling
Stockholders that such offers and sales may be restarted, and (3)
that any purchase or sale of shares by or for the account of the
Selling Stockholders will be effected in compliance with all
applicable federal and state securities laws, including the
Securities Act and the applicable rules and regulations made
thereunder.
All expenses incurred in connection with the registration
under the Securities Act of shares will be paid by us, except for
any selling or other fees or expenses incurred by the Selling
Stockholders.
PLAN OF DISTRIBUTION
The Selling Stockholders may sell shares pursuant to this
Prospectus from time to time in transactions (including one or
more brokerage transactions) on the New York Stock Exchange or in
one or more privately negotiated transactions. The price of each
sale may be made at (1) the market price prevailing at the time
of the sale, (2) a price related to such prevailing market price,
(3) a negotiated price or (4) a fixed price. We will not receive
any of the proceeds from the sale of these shares.
These shares may be offered and sold from time to time in
any manner permitted by law. The shares may be sold directly to
one or more purchasers. The shares may also be sold to or
through underwriters, brokers, dealers or agents. These
underwriters, brokers, dealers or agents may receive compensation
in the form of discounts, concessions or commissions from the
Selling Stockholders or the purchasers of shares for whom they
may act as agent or to whom they may sell as principal, or both.
In order to comply with certain state securities laws, if
applicable, these shares will be sold only through registered or
licensed brokers or dealers.
Under applicable rules and regulations under the Exchange
Act of 1934, as amended, any person engaged in a distribution of
these shares may not simultaneously engage in certain activities
with respect to such shares prior to the commencement of such
distribution. In addition to, and without limiting the
foregoing, each of the Selling Stockholders and any other person
participating in a distribution will be subject to the applicable
provisions of the Exchange Act.
USE OF PROCEEDS
We are not able to predict when, if ever, any or all of
these shares will be offered or sold. Therefore, we can not
estimate the net proceeds from the sale of these shares. We will
not receive any of the proceeds from such sale.
EXPERTS AND COUNSEL
We have relied upon the reports of PricewaterhouseCoopers
LLP, independent accountants, given in their capacity as experts
in accounting and auditing as the basis for incorporating by
reference into this Prospectus (1) our consolidated balance
sheets as of December 31, 1998 and 1997 and (2) our consolidated
statements of income and comprehensive income, retained earnings
and paid-in-capital, and cash flows for each of the three years
in the period ended December 31, 1998 and the related financial
statement schedules from our Annual Report on Form 10-K.
No expert named in the Registration Statement as having
prepared or certified any part thereof or our counsel named as
having given an opinion on the validity of the securities
registered or other legal matters in connection with the
registration or offering of such securities was employed for such
purpose on a contingent basis. No expert or counsel had or is to
receive a substantial direct or indirect interest in us or any of
our subsidiaries in connection with the offering. No expert or
counsel was connected to us or our subsidiaries as a promoter,
underwriter, voting trustee, director, officer or employee.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our Certificate of Incorporation and Bylaws provide for
indemnification of our officers and directors, among other
things, in instances in which they acted in good faith and in a
manner they reasonably believed to be in, and not opposed, to the
best interests of Entergy and its subsidiaries and in which, with
respect to criminal proceedings, they had no reasonable cause to
believe their conduct was unlawful. There is no limit regarding
their liability for breaches of (1) duty, (2) loyalty, (3) acts
or omissions not in good faith or involving intentional
misconduct or knowing violation of the law, (4) the unlawful
purchase or redemption of stock or payment of unlawful dividends
or (5) the receipt of improper personal benefits. We may also
indemnify employees and others at the discretion of our Board of
Directors. Such indemnification must be authorized by our Board
of Directors. The indemnification provisions of the Delaware
General Corporation Law ("DGCL") make mandatory the
indemnification of a director or officer to the extent that the
director or officer has been "successful on the merits or
otherwise," thus possibly requiring indemnification of
settlements in certain instances. The DGCL also provides that a
director or officer may be indemnified by the corporation for
expenses of a derivative suit even if such director or officer is
not successful on the merits, provided such director or officer
acted in good faith and in a manner reasonably believed to be in
or not opposed to the best interests of the corporation, subject,
in the case of an adverse judgment, to court approval.
Article X of our Bylaws require that the we provide
indemnification for our directors and officers to the fullest
extent allowable under Delaware law. This may include
indemnification against liabilities under the Securities Act of
1933, and may limit the liability of directors and officers to us
or our shareholders, unless the director or officer fail to meet
the prescribed standard of conduct.
We have insurance covering expenditures that might arise in
connection with our lawful indemnification of our directors and
officers for certain liabilities and expenses. Our directors and
officers also have the benefit of insurance against certain other
liabilities and expenses.
__________
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable
ITEM 8. EXHIBITS
4.1 Certificate of Incorporation of Entergy
Corporation (included as Exhibit A-1(a) to Rule 24
Certificate in File No. 70-8509).
4.2 Bylaws of Entergy Corporation.
5 Legality Opinion of Ann G. Roy, Esq., Senior
Counsel, Entergy Services, Inc.
10 1998 Equity Ownership Plan of Entergy Corporation
and Subsidiaries (filed with the Proxy Statement dated
March 30, 1998).
23 Consents of experts and counsel:
- Consent of PricewaterhouseCoopers LLP
- Consent of Ann G. Roy, Esq. (included in Exhibit
5 filed herewith)
24 Power of Attorney (included on the signature page herein).
ITEM 9. 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 of 1933; (ii) to reflect in the
prospectus any facts or events arising after the effective date
of the 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
the Registration Statement; (iii) to include any material
information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any
material change to such information in the Registration
Statement; provided, however, that (i) and (ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment
is contained in periodic reports filed by the registrant pursuant
to section 13 or section 15(d) of the Securities Exchange Act
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, 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 of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d)
of the Securities Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant, the
registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in said 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 said Act and will be governed by the final
adjudication of such issue.
POWER OF ATTORNEY
Each director and officer of the issuer whose signature
appears below hereby appoints Nathan E. Langston, Jerry D.
Jackson, and Ann G. Roy, 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 Exchange
Commission, any and all amendments, including post-effective
amendments, to this Registration Statement and the issuer hereby
also appoints Nathan E. Langston, Jerry D. Jackson, and Ann G.
Roy, and each of them severally, as its attorney-in-fact with
like authority to sign and file such amendments in its name and
behalf.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of New Orleans, State of Louisiana, on the 4th day of
March, 1999.
ENTERGY CORPORATION
By: /s/ C. John Wilder
C. John Wilder
Executive Vice President
and Chief Financial Officer
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.
Name Title Date
/s/ Robert v.d. Luft Chairman of the Board February 26, 1999
Robert v.d. Luft
/s/ Wayne Leonard Director and February 26, 1999
Wayne Leonard Chief Executive Officer
/s/ C. John Wilder Executive Vice President February 25, 1999
C. John Wilder and Chief Financial Officer
/s/ Nathan E. Langston Vice President and February 25, 1999
Nathan E. Langston Chief Accounting Officer
/s/ W. Frank Blount Director March 4, 1999
W. Frank Blount
/s/ John A. Cooper Director March 1, 1999
John A. Cooper, Jr.
/s/ George W. Davis Director February 26, 1999
George W. Davis
/s/ Norman C. Francis Director February 26, 1999
Norman C. Francis
/s/ Kinnaird R. McKee Director February 25, 1999
Kinnaird R. McKee
/s/ Paul W. Murrill Director February 26, 1999
Paul W. Murrill
/s/ James R. Nichols Director March 1, 1999
James R. Nichols
/s/ Eugene H. Owen Director March 4, 1999
Eugene H. Owen
/s/ John N. Palmer, Sr. Director March 1, 1999
John N. Palmer, Sr.
/s/ Robert D. Pugh Director February 26, 1999
Robert D. Pugh
/s/ Wm. Clifford Smith Director February 26, 1999
Wm. Clifford Smith
/s/ Bismark A. Steinhagen Director February 25, 1999
Bismark A. Steinhagen