As filed with the Securities and Exchange Commission on January 28, 2000
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_________________________
Entergy New Orleans, Inc.
(Exact name of registrant as specified in its charter)
_________________________
State of Louisiana 72-0273040
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
1600 Perdido Street
New Orleans, Louisiana 70119
(504) 670-3600
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
_________________________
DANIEL F. PACKER STEVEN C. MCNEAL
President Vice President and Treasurer
Entergy New Orleans, Inc. Entergy New Orleans, Inc.
1600 Perdido Street 639 Loyola Avenue
New Orleans, Louisiana 70119 New Orleans, Louisiana 70113
(504) 670-3600 (504) 576-4363
LAURENCE M. HAMRIC, Esq. JOHN HOOD, Esq.
Entergy Services, Inc. Thelen Reid & Priest LLP
639 Loyola Avenue 40 West 57th Street
New Orleans, Louisiana 70113 New York, New York 10019
(504) 576-2095 (212) 603-2144
(Names, addresses, including zip codes, and telephone numbers,
including area codes, of agents for service)
___________________________
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of the
Registration Statement.
___________________________
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or 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 be Registered Price Offering Fee
Registered Per Unit* Price*
General and Refunding
Mortgage Bonds $140,000,000 100% $140,000,000 $36,960
designated as
First Mortgage
Bonds.....
* 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.
Pursuant to Rule 429, the prospectus filed as a part of this
registration statement is being filed as a combined prospectus
with respect to $10,000,000 aggregate principal amount of General
and Refunding Mortgage Bonds remaining unsold in Registration
Statement No. 333-00255.
The information in this prospectus is not complete and may be
changed. The Registrant may not sell these securities until the
registration statement filed with the SEC becomes effective.
This prospectus is not an offer to sell these bonds or a
solicitation of an offer to buy these bonds in any state where
such an offer or sale is not permitted.
Subject to completion
Dated January 28, 2000
PROSPECTUS
$150,000,000
General and Refunding Mortgage Bonds
ENTERGY NEW ORLEANS, INC.
1600 Perdido Street
New Orleans, Louisiana 70119
(504) 670-3600
Entergy New Orleans, Inc. (sometimes referred to as
the Company) -
- May periodically offer its General and Refunding
Mortgage Bonds in one or more series;
- Will determine the price and terms when sold.
The Bonds -
- Offered with this prospectus are General and
Refunding Mortgage Bonds designated as First Mortgage
Bonds;
- Offered with this prospectus will be rated in
one of the four highest rating categories by at least
one nationally recognized rating organization;
- Will be issued as part of a designated series;
and
- Will be issued in book-entry form.
Bondholders -
- Will receive dividend payments in the amounts
and on the dates specified in an accompanying
prospectus supplement.
This prospectus may be used to offer and sell series of bonds
only if accompanied by the prospectus supplement for that series.
Entergy New Orleans will provide the specific terms of each
series of bonds in a supplement to this prospectus. Such
supplement may also add, update, change or delete information in
this prospectus.
You should read this prospectus and any supplement carefully
before you invest.
Neither the Securities and Exchange Commission (SEC) nor any
state securities commission has approved or disapproved of these
bonds or determined that this prospectus is accurate or complete.
Any representation to the contrary is a criminal offense.
January ____, 2000
About this Prospectus
This prospectus is part of a registration statement filed
with the SEC utilizing a "shelf" registration process. Under
this shelf process, the Company may, sell the securities
described in this prospectus in one or more offerings up to a
total dollar amount of $150,000,000. The Company is registering
$140,000,000 of bonds currently, which will be offered along with
$10,000,000 of Bonds registered under a previously filed
registration statement. This prospectus provides a general
description of the Bonds being offered. Each time the Company
sells a series of Bonds, it will provide a prospectus supplement
containing specific information about the terms of that series of
Bonds and the offering.
Where You Can Find More Information
The Company is required to file annual, quarterly and
current reports, proxy statements and other information with the
SEC. These filings are available to the public on the Internet
at the SEC's home page (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.
Call the SEC at 1-800-732-0330 for more information about the
public reference rooms and requesting documents.
The SEC allows the Company to incorporate by reference
information filed by the Company, which means that we can refer
you to important information without restating it in this
prospectus. The information incorporated by reference is an
important part of this prospectus, and information that the
Company files later with the SEC will automatically update and
supersede this information. The Company is incorporating by
reference the documents listed below, along with filings made
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 after the date of this prospectus
and until the Company has sold all of the bonds:
1. Annual Report on Form 10-K for the year ended December 31,
1998;
2. Quarterly Reports on Form 10-Q for the quarters ended March
31, June 30, and September 30, 1999;
You may request a copy of any or all of these filings, free
of charge, by writing or telephoning the Company at the following
address:
Mr. Christopher T. Screen
Assistant Secretary
Entergy New Orleans, Inc.
P. O. Box 61000
New Orleans, Louisiana 70161
(504) 576-4212
or at our web site (http://www.entergy.com). You may also direct
your requests via e-mail to cscreen@entergy.com.
You should rely only on the information incorporated by
reference or provided in this prospectus or any prospectus
supplement. The Company has not authorized anyone else to
provide you with information about the Bonds or the Company. The
Company is not making an offer of the bonds in any state where
the offer is not permitted. You should not assume that the
information in this prospectus or any supplement is accurate as
of any date other than the date on the front of those documents.
_______
The Company
Entergy New Orleans, Inc. is an electric and gas public
utility company providing services to customers in New Orleans,
Louisiana since 1926.
The Company is owned by Entergy Corporation ("Entergy"),
which is a public utility holding company registered under the
Public Utility Holding Company Act of 1935. The other major
public utilities owned by Entergy are Entergy Arkansas, Inc.,
Entergy Gulf States, Inc., Entergy Louisiana, Inc. and Entergy
Mississippi, Inc. Entergy also owns all of the common stock of
System Energy Resources, Inc., the principal asset of which is
the Grand Gulf Nuclear Electric Generating Station ("Grand
Gulf").
Capacity and energy from Grand Gulf is allocated among the
Company, Entergy Arkansas, Inc., Entergy Louisiana, Inc., and
Entergy Mississippi, Inc. under a Unit Power Sales Agreement.
The Company's allocated share of Grand Gulf's capacity and
energy, together with related costs, is 17%. Payments made by
the Company under the Unit Power Sales Agreement are generally
recovered through rates set by the City Council of the City of
New Orleans, Louisiana (the "Council"), which regulates electric
and gas service, rates and charges and issuances of securities.
Together with Entergy Arkansas, Inc., Entergy Louisiana,
Inc. and Entergy Mississippi, Inc., the Company owns all of the
capital stock of System Fuels, Inc. System Fuels, Inc. is a
special purpose company that implements and maintains certain
programs for the purchase, delivery and storage of fuel supplies
for Entergy's utility subsidiaries.
The information above concerning the Company is only a
summary and is not complete. You should read the incorporated
documents for more specific information regarding significant
contingencies, capital requirements, and financing plans and
capabilities, including short-term borrowing capacity, earnings
coverage requirements under the Company's Restatement of Articles
of Incorporation, as amended, which limit the amount of
additional preferred stock that the Company may issue, and
earnings coverage and other requirements under the Company's
General and Refunding Mortgage (the G&R Mortgage), which limit
the amount of additional Bonds that the we may issue.
Use of Proceeds
The net proceeds from the offering of the Bonds will be used
either to repay, acquire or redeem one or more series of
outstanding G&R Bonds or preferred securities on their stated due
dates or in some cases prior to their due dates, or for other
general corporate purposes including the repayment of short term
debt incurred in connection with the Company's capital spending
program. The specific securities, if any, to be redeemed with
the proceeds of a series of bonds will be set forth in the
prospectus supplement relating to that series.
Description of the Bonds
General.
The Bonds will be issued under one or more separate supplemental
indentures to the Mortgage and Deed of Trust dated as of May 1,
1987 (the "G&R Mortgage") between the Company and Harris Trust
Company of New York (formerly The Bank of Montreal Trust
Company), as Corporate Trustee and Mark F. McLaughlin, as Co-
Trustee (together referred to as the "Trustees"). All bonds
issued or to be issued under the Mortgage (including the Bonds)
are referred to herein generally as "G&R Bonds."
The statements in the Prospectus concerning the Bonds, the
G&R Bonds and the G&R Mortgage are not comprehensive and are
subject to the detailed provisions of the G&R Mortgage.
The Company's Mortgage and Deed of Trust, dated as of July
1, 1944, to The Chase National Bank of the City of New York (The
Bank of New York, successor) and Carl E. Buckley (W.T.
Cunningham, successor), as Trustees, as supplemented (the "Former
Mortgage"), has been terminated and released. All of the
Company's mortgage bonds (the "Former First Mortgage Bonds")
issued under the Former Mortgage have been retired and cancelled.
The G&R Mortgage provides generally that, once all of the Former
First Mortgage Bonds have been retired, the G&R Bonds may be
designated as "First Mortgage Bonds" of the Company. Because the
Former Mortgage has been terminated and released and all Former
First Mortgage Bonds have been retired and cancelled, all G&R
Bonds will be designated as "First Mortgage Bonds".
Terms of Specific Series of the Bonds.
A prospectus supplement and a supplemental indenture relating
to each series of Bonds being offered by the Company will include
descriptions of specific terms relating to the offering of that
series. These terms will include some or all of the following:
- The designation (or name) of the series of Bonds;
- The aggregate principal amount of the series;
- The date on which the series will mature;
- The interest rate the series will bear;
- The date from which interest accrues;
- The dates on which interest will be payable; and
- The prices and other terms and conditions, if any, upon
which the series may be redeemed prior to maturity.
Security.
The Bonds, together with all other G&R Bonds issued now or
in the future under the G&R Mortgage, will be secured by the G&R
Mortgage. As a result of the termination and release of the
Former Mortgage, the G&R Mortgage now constitutes, in the opinion
of the Company's legal counsel, a first mortgage lien on
substantially all of the Company's property, subject to (1)
excepted encumbrances, (2) minor defects and encumbrances
customarily found in similar utility properties, but which do not
materially impair the use of the property in the conduct of the
Company's business, and (3) other liens, defects and
encumbrances, if any, existing or created when the Company
acquired the property and (4) limitations under bankruptcy law.
Some of the Company's properties are not covered by the lien
of the G&R Mortgage; these include:
- properties released under the terms of the G&R Mortgage;
- cash and securities;
- merchandise, equipment, apparatus, materials or supplies
held for sale or other disposition in the usual course of
business or consumable during use;
- automobiles, vehicles and aircraft;
- timber, minerals, mineral rights and royalties; and
- receivables, contracts, leases and operating agreements.
The G&R Mortgage contains provisions that impose a lien on
property acquired by the Company after the date of the G&R
Mortgage, subject to pre-existing liens, and subject to
limitations in the case of consolidation, merger or a sale of
substantially all of the Company's assets.
The G&R Mortgage also provides that the Trustees have a lien
upon the mortgaged property, prior to the lien in favor of
holders of the G&R Bonds, to ensure the payment of reasonable
compensation, expenses and disbursements of the Trustees and for
indemnity against certain liabilities.
Issuance of Additional G&R Bonds.
The Company can issue up to $10 billion G&R Bonds under the
G&R Mortgage. G&R Bonds of any series may be issued from time to
time on the following bases: (a) 70% of property additions after
adjustments to offset retirements; (b) retirements of G&R Bonds
or certain First Mortgage Bonds; or (c) the deposit of cash with
the Trustees. Deposited cash may be withdrawn upon the bases
stated in clause (a) and (b) above. Property additions generally
include electric, gas, steam or hot water property acquired after
December 31, 1986. Property additions do not include securities,
automobiles, vehicles or aircraft, or property used principally
for the production or gathering of natural gas.
With certain exceptions, when G&R Bonds are issued on the
basis of retired G&R Bonds as described in clause (b) above, the
issuance must meet an "earnings" test. The adjusted net earnings
for 12 of the preceding 18 months, before income taxes, must be
at least twice the annual interest requirements on all G&R Bonds
outstanding at the time, plus the G&R Bonds to be issued, plus
all indebtedness, if any, of prior rank. Generally, interest on
variable interest rate bonds, if any, is calculated using the
average rate in effect during such 12-month period.
Net property additions available for the issuance of G&R
Bonds at September 30, 1999 were approximately $164.6 million.
The G&R Mortgage contains restrictions on the issuance of
G&R Bonds against property subject to prior liens.
Other than the security afforded by the lien of the G&R
Mortgage and the restrictions on the issuance of additional G&R
Bonds described above, the G&R Mortgage contains no provisions
that grant protection to bondholders in the event of a highly
leveraged transaction. However, such a transaction would require
regulatory approval from the Council.
Release and Substitution of Property.
Property other than the Municipalization Interest (as
defined in the G&R Mortgage) may be released without applying any
earnings test, upon the bases of (a) the deposit with the
Trustees of cash or, to a limited extent, purchase money
mortgages; (b) property additions under the G&R Mortgage, after
adjustments in certain cases to offset retirements and after
making adjustments for certain prior lien bonds, if any,
outstanding against property additions; and (c) a waiver of the
right to issue G&R Bonds. The Company can withdraw cash upon the
bases stated in clause (b) and (c) above.
Property owned by the Company on December 31, 1986, may be
released from the lien of the G&R Mortgage on the basis of its
depreciated book value. Unfunded property may be released
without meeting the earnings test if, after its release, the
Company would have at least one dollar ($1) in unfunded property
that remains subject to the lien of the G&R Mortgage. All other
property may be released on the basis of its cost, as defined in
the G&R Mortgage.
Satisfaction and Discharge of G&R Mortgage.
Once the Company has provided for the payment of all G&R
Bonds (including the Bonds currently being issued under this
Prospectus) and has paid all other sums due under the G&R
Mortgage, the G&R Mortgage may be deemed satisfied and
discharged. The G&R Bonds will be considered paid once funds
(which may be cash or obligations of the United States of America
that do not permit redemption at the issuer's option) sufficient
to pay the G&R Bonds at maturity or upon redemption have been
irrevocably set apart or deposited with the Trustees. The
Trustees are entitled to receive an opinion of legal counsel to
the effect that such setting apart or deposit does not require
registration under the Investment Company Act of 1940, does not
violate any applicable laws and does not result in a taxable
event with respect to the bondholders prior to the time when they
have a right to receive payment.
Dividend Covenant.
Unless otherwise specified in a prospectus supplement, so
long as any bonds of a particular series remain outstanding, the
Company will not pay any cash dividends on common stock or
repurchase common stock after a selected date close to the date
of the original issuance of a series of Bonds, except from
credits to retained earnings accrued after such selected date
plus an amount not to exceed $150,000,000 and plus such
additional amounts as shall be approved by the SEC under the
Public Utility Holding Company Act of 1935. This does not
include dividends that may be declared before such selected date.
Redemption and Purchase.
General
The prospectus supplement for a particular series of Bonds
will contain the terms and conditions, if any, for redemption
prior to maturity.
Exchange or Redemption upon Merger or Consolidation.
Although the Company does not currently have any plans to
merge or consolidate with Entergy Louisiana, Inc., the G&R
Mortgage provides that, in the event of such a merger or
consolidation, the Company would have the right to offer to
exchange all outstanding G&R Bonds for a like principal amount of
the new merged or consolidated company's first mortgage bonds
with the same interest rates, interest payment dates, maturity
dates and redemption provisions. Unless the Company waives this
right, the holders of outstanding G&R Bonds either must accept
such first mortgage bonds in exchange for all or a portion of
their G&R Bonds or must tender to the Company for redemption any
G&R Bonds not so exchanged. The redemption price applicable for
these purposes to the Bonds will be 100% of the principal amount
plus accrued interest, unless otherwise provided in a prospectus
supplement.
Defaults and Notice Thereof.
Defaults under the G&R Mortgage are defined to include:
(1) default in the payment of principal;
(2) default for 30 days in the payment of interest;
(3) certain events of bankruptcy, insolvency or reorganization;
(4) the continuation of a default in other covenants for 90 days
after notice (unless the Company has in good faith commenced
efforts to perform the covenant); and
(5) default under a supplemental indenture.
The Trustees or the holders of 25% in aggregate principal
amount of the G&R Bonds may declare the principal and interest
thereon to be due and payable on default. However, a majority of
the holders may annul such declaration if the Company has cured
the default. No holders of G&R Bonds may enforce the lien of the
G&R Mortgage without giving the Trustees written notice of a
default and unless
a) the holders of 25% in aggregate principal amount of the G&R
Bonds have requested the Trustees to act and offered them
reasonable opportunity to act and indemnity satisfactory to them
against the cost, expense and liabilities to be incurred thereby;
and
b) the Trustees have failed to act.
The holders of a majority in aggregate principal amount of the
G&R Bonds may direct the time, method and place of conducting any
proceedings for any remedy available to the Trustees or
exercising any trust or power conferred upon the Trustees. The
Trustees are not required to risk their funds or incur personal
liability if a reasonable ground exists for believing that
repayment is not reasonably assured.
Evidence Furnished to the Trustee.
Compliance with G&R Mortgage provisions is evidenced by
written statements of the Company's officers or persons selected
or paid by the Company. In certain cases, opinions of counsel
and certifications by an engineer, accountant, appraiser or other
expert (who in some cases must be independent) are required. The
Company provides to the Trustees an annual statement as to
whether or not we have fulfilled our obligations under the G&R
Mortgage throughout the preceding calendar year.
Modification.
The rights of holders of G&R Bonds may be modified with the
consent of the holders of a majority in aggregate principal
amount of the G&R Bonds. If less than all series of G&R Bonds
are adversely affected by a modification, the consent of the
holders of a majority in aggregate principal amount of the G&R
Bonds adversely affected is required. No modification of the
terms of payment of the principal of and, premium, if any, and
interest on, the G&R Bonds, and no modification affecting the
lien of the G&R Mortgage or reducing the percentage required for
modification, is effective against any holder of G&R Bonds
without such holder's consent.
Book-Entry System Bonds.
Unless otherwise specified in the applicable prospectus
supplement, The Depository Trust Company, New York, New York
("DTC") will act as securities depository for the Bonds. The
Bonds will be issued only as fully registered securities
registered in the name of Cede & Co., DTC's nominee or such other
name as may be requested by an authorized representative of DTC.
One fully-registered certificate will be issued for each series
of Bonds, representing the aggregate principal amount of that
series of Bonds, and will be deposited with DTC.
DTC is a limited-purpose trust company organized under the
New York Banking Law, a "banking organization" within the meaning
of the New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code, and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934. DTC holds securities that its participants
("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 records for Direct
Participants' accounts. This eliminates the need for physical
movement of securities certificates.
Direct Participants include securities brokers and dealers,
banks, trust companies, clearing corporations and certain other
organizations. DTC is owned by a number of its Direct
Participants and the New York Stock Exchange, Inc., the American
Stock Exchange, Inc. and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to
others such as securities brokers and dealers, banks and trust
companies that clear through or maintain a custodial relationship
with a Direct Participant, either directly or indirectly (the
"Indirect Participants," and together with the Direct
Participants, the "Participants"). The rules applicable to DTC
and its Participants are on file with the SEC.
Purchases of Bonds within the DTC system must be made by or
through Direct Participants which will receive a credit for the
Bonds on DTC's records. The ownership interest of each actual
purchaser of a Bond (a "Beneficial Owner") will, in turn, be
recorded on the Direct and Indirect Participant's respective
records. Beneficial Owners will not receive written confirmation
from DTC of their purchases, but Beneficial Owners are expected
to receive written confirmations providing details of the
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 Bonds are to be accomplished by
entries made on the books of Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive
certificates representing the Bonds, except in the event that the
use of the book-entry system for the Bonds is discontinued.
To facilitate subsequent transfers, all Bonds deposited by
Direct Participants with DTC are registered in the name of DTC's
nominee, Cede & Co., or such other name as may be requested by an
authorized representative of DTC. The deposit of the Bonds with
DTC and their registration in the name of Cede & Co. or such
other nominee do not effect any change in beneficial ownership.
DTC has no knowledge of actual beneficial ownership of the Bonds;
DTC's records reflect only the identity of the Direct
Participants to whose accounts Bonds are credited, which Direct
Participants may or may not be the Beneficial Owners. The
Participants will remain responsible for keeping account of their
holdings on behalf of their customers.
Giving of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants,
and by Direct Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them,
subject to any statutory or regulatory requirements that may be
applicable. Beneficial Owners of the Bonds may wish to take
certain steps to augment transmission to them of notices of
significant events with respect tot he securities, such as
redemptions, tenders, defaults and proposed amendments to the
security documents. Beneficial Owners of the Bonds may wish to
ascertain that the nominee holding the Bonds for their benefit
ahs agreed to obtain and transmit notices to Beneficial Owners,
or in the alternative, Beneficial Owners may wish to provide
their names and addresses to the registrar and request copies of
the notices be provided directly to them.
Redemption notices (if any) will be sent to Cede & Co. If
less than all of the Bonds of a particular series are being
redeemed, DTC's practice is to determine by lot the amount of the
interest of each Direct Participant in such series to be
redeemed.
Neither DTC nor Cede & Co. will consent or vote with respect
to the Bonds. Under its usual procedures, DTC mails an omnibus
proxy (an "Omnibus Proxy") to the participants 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 Bonds are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
Payments of the principal of, premium, if any, and interest
on the Bonds will be made to DTC, or such other nominee as may be
requested by an authorized representative of DTC. DTC's practice
is to credit Direct Participants' accounts on the relevant
payment date in accordance with their respective holdings shown
on DTC's records. Payments by Participants to Beneficial Owners
will be 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, dealers or agents, or the Company, subject to
any statutory or regulatory requirements that may be in effect
from time to time. Payment of principal, premium, if any, and
interest to DTC is the responsibility of the Company or that of
the Trustees. 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 Bonds at any time by giving
reasonable notice to the Company. Under such circumstances and
in the event that a successor securities depository is not
obtained, certificates for the Bonds are required to be printed
and delivered. In addition, the Company may discontinue use of
the system of book-entry transfers through DTC (or a successor
securities depository) at any time. In that event, certificates
for the Bonds will also 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 Bonds, or with respect to payments to, or
providing of notice to, the Direct Participants, the Indirect
Participants or the Beneficial Owners.
So long as Cede & Co. is the registered owner of any series
of Bonds, as nominee of DTC, references herein to holders of such
series of Bonds shall mean Cede & Co. or DTC and shall not mean
the Beneficial Owners of the Bonds.
DTC management is aware that some computer applications,
systems and the like for processing data ("Systems") that are
dependent upon calendar dates, including dates after January 1,
2000, may encounter "Year 2000 problems." DTC has informed its
Participants and other members of the financial community that it
has developed and is implementing a program so that its Systems,
as the same relate to the timely payment of distributions
(including principal and income payments) to security holders,
book entry, deliveries, and settlement of trades within DTC,
continue to function appropriately. This program includes a
technical assessment and a remediation plan, each of which is
complete. Additionally, DTC's plan includes a testing phase,
which is expected to be completed within appropriate time frames.
However, DTC's ability to perform properly its services is
also dependent upon other parties, including but not limited to
issuers and their agents, as well as third party vendors from
whom DTC licenses software and hardware, and third party vendors
on whom DTC relies for information or the provision of services,
including telecommunication and electrical utility service
providers, among others. DTC has informed the financial
community that it is contacting (and will continue to contact)
third party vendors from whom DTC acquires services to: (a)
impress upon them the importance of such services being Year 2000
compliant and (b) determine the extent of their efforts for Year
2000 remediation (and, as appropriate, testing) of their
services. In addition, DTC is in the process of developing such
contingency plans as it deems appropriate.
DTC has established a Year 2000 Project Office and will
provide information concerning DTC's Year 2000 compliance to
persons requesting that information. The address is as follows:
The Depository Trust Company
Year 200 Project Office
55 Water Street
New York, New York 10041
(212) 855-8068 or
(212) 855-8881
In addition, information concerning DTC's Year 2000 compliance
can be obtained from its web site at the following address:
(http://www.dtc.org).
According to DTC, the foregoing information with respect to
DTC has been provided to the financial community for
informational purposes only and is not intended to serve as a
representation, warranty or contract modification of any kind.
The information in this section concerning DTC, its Year
2000 efforts and its book-entry system has been obtained form
DTC. Neither the Company, the Trustees nor the underwriters,
dealers or agents takes responsibility for its accuracy or
completeness.
Ratios of Earnings to Fixed Charges
The Company's ratios of earnings to fixed charges,
calculated pursuant to Item 503 of SEC Regulation S-K, are as
follows:
Twelve Months Ended
September December 31,
30,
1999 1998 1997 1996 1995 1994
3.65 2.65 2.70 3.51 3.93 1.91
_______
"Earnings," as defined by Regulation S-K, represent the aggregate
of (1) income before the cumulative effect of an accounting
change, (2) taxes based on income, (3) investment tax credit
adjustments-net and (4) fixed charges.
"Fixed Charges" include interest (whether expensed or
capitalized), related amortization and interest applicable to
rentals charged to operating expenses.
Experts and Legality
The financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K of the Company for
the year ended December 31, 1998 have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in
auditing and accounting.
The legality of the bonds will be passed upon for the
Company by Laurence M. Hamric, Associate General Counsel -
Corporate and Securities, of Entergy Services, Inc. and for any
underwriters, dealers or agents by Winthrop, Stimson, Putnam &
Roberts, New York, New York. All legal matters pertaining to the
Company's organization, titles to property, franchises and the
lien of the G&R Mortgage and all matters pertaining to Louisiana
law will be passed upon by Laurence M. Hamric.
The statements in this Prospectus as to matters of law and
legal conclusions made under "Description of the Bonds" have been
reviewed by Laurence M. Hamric, and are set forth herein in
reliance upon the opinion of said counsel and upon his authority
as an expert.
Plan of Distribution
Methods and Terms of Sale
The Company may use any variety of methods to sell the
Bonds. These include sales:
(a) through one or more underwriters or dealers;
(b) directly to one or more purchasers;
(c) through one or more agents; or
(d) through a combination of any such methods of sale.
The prospectus supplement relating to a series of the Bonds will
set forth the terms of the offering of the Bonds, including
- the name or names of any underwriters, dealers or agents;
- the initial public offering price of such Bonds;
- the proceeds to the Company from such sale;
- any underwriting discounts and other items constituting
underwriters' compensation; and
- any discounts or concessions allowed or reallowed or paid by
any underwriters to dealers.
Underwriters
If the Company sells the Bonds through underwriters, the
underwriters will acquire the Bonds for their own account and may
resell them from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale. The
underwriters for a particular underwritten offering of Bonds will
be named in the applicable prospectus supplement and, if an
underwriting syndicate is used, the managing underwriter or
underwriters will be named on the cover page. In connection with
the sale of Bonds, the underwriters may receive compensation from
the Company or from purchasers in the form of discounts,
concessions or commissions. The obligations of the underwriters
to purchase the Bonds will be subject to certain conditions. The
underwriters will be obligated to purchase all of the Bonds f a
particular series if any are purchased. However, the
underwriters may purchase less than all of the securities of a
particular series should certain circumstances involving a
default of one or more underwriters occur.
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.
Stabilizing Transactions
Any underwriters may engage in stabilizing transactions and
syndicate covering transactions in accordance with Rule 104 under
the Securities Exchange Act of 1934. Stabilizing transactions
permit bids to purchase the underlying security so long as the
stabilizing bids do not exceed a specified maximum. Syndicate
covering transactions involve purchases of the Bonds in the open
market after the distribution has been completed in order to
cover syndicate short positions. Such stabilizing transactions
and syndicate covering transactions may cause the price of the
Bonds to be higher than it would be if such transactions had not
occurred.
Agents
If the Company sells the Bonds through agents, the
applicable Prospectus Supplement will set forth the name of any
agent involved in the offer or sale of the Bonds, as well as any
commissions the Company will pay to them. Unless otherwise
indicated in the Prospectus Supplement, any agent will be acting
on a best efforts basis for the period of its appointment.
In a prospectus supplement, the Company may authorize
agents, underwriters or dealers to solicit offers by certain
specified institutions to purchase Bonds at the public offering
price set forth in the prospectus supplement pursuant to delayed
delivery contracts with payment and delivery on a specified date
in the future. The terms and conditions governing these
contracts and any commission the Company pays for solicitation of
these contracts will be included in the prospectus supplement.
Indemnification
The Company will agree to indemnify any underwriters,
dealers, agents or purchasers and their controlling persons
against certain civil liabilities, including liabilities under
the Securities Act of 1933, as amended.
Table of Contents
About this Prospectus 1
Where You Can Find More Information 1
The Company 2
Use of Proceeds 2
Description of the Bonds 3
General 3
Terms of Specific Series of the Bonds 3
Security 3
Issuance of Additional G&R Bonds 4
Release and Substitution of Property 5
Satisfaction and Discharge of G&R
Mortgage 5
Dividend Covenant 5
Redemption and Purchase 5
General 5
Exchange or Redemption
Upon Merger 5
Defaults and Notice thereof 6
Evidence Furnished to Trustees 6
Modification 6
Book-Entry System Bonds 7
Ratios to Fixed Earnings 10
Experts and Legality 10
Plan of Distribution 10
Methods and Terms of Sale 10
Underwriters 11
Stabilizing Transactions 11
Agents 11
Indemnification 12
PART II
INFORMATION NOT REQUIRED INPROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Each
Initial Additional
Sale Sale
Filing Fees-Securities and Exchange Commission:
Registration Statement $ 36,960 $ N/A
*Rating Agencies' fees 25,000 25,000
*Trustee's fees 2,500 2,500
*Fees of Company's Outside Legal Counsel:
Thelen Reid & Priest LLP 35,000 25,000
*Fees of Entergy Services, Inc. 35,000 25,000
*Accounting fees 12,000 6,000
*Printing and engraving costs 25,000 15,000
*Miscellaneous expenses (including Blue- 20,000 15,000
Sky expenses) ---------- -----------
*Total Expenses $ 191,460 $ 113,500
___________________ ========== ===========
* Estimated
Item 15. Indemnification of Directors and Officers.
The Company has insurance covering its expenditures that
might arise in connection with its lawful indemnification of its
directors and officers for certain of their liabilities and
expenses. Directors and officers of the Company also have
insurance that insures them against certain other liabilities and
expenses. The corporation laws of Louisiana permit
indemnification of directors and officers in a variety of
circumstances, which may include liabilities under the Securities
Act of 1933, as amended (the "Securities Act"), and under the
Company's Restatement of 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 Form of Underwriting Agreement(s) for the Bonds.
(filed as Exhibit 1 to the Company's Registration
Statement on Form S-3, File No. 333-00255)
3(a) Amended and Restated Articles of Incorporation
3(b) By-laws as amended as of November 26, 1999 and
presently in effect.
**4(a) Mortgage and Deed of Trust, as amended by seven
Supplemental Indentures (filed, respectively, as
Exhibits in the file numbers indicated): A-2(c) to
Rule 24 Certificate in 70-7350 (Mortgage); A-5(b)
to Rule 24 Certificate in 70-7350 (First); A-4(b)
to Rule 24 Certificate in 70-7448 (Second); 4(b)4
to Form 10-K for year ended 1992 in 0-5807 (Third);
4(a) to Form 10-Q for the quarter ended September
30, 1993 in 0-5807 (Fourth); 4(a) to Form 8-K
dated April 26, 1995 in 0-5807 (Fifth); 4(a) to
Form 8-K dated March 20, 1996 in 0-5807 (Sixth);
and 4(b)to Form 10-Q, for the quarter ended June
30, 1998 (Seventh).
**4(b) Form of Supplemental Indenture for the Bonds.
(filed as Exhibit 4(b) to the Company's
Registration Statement on Form S-3, File No. 333-
00255).
5(a) Opinion of Laurence M. Hamric, Associate General
Counsel - Corporate and Securities, of Entergy
Services, Inc., as to the legality of the
securities being registered.
**12(a) Computation of Ratios of Earnings to Fixed Charges
(filed as Exhibit 12(e) to the Company's Annual
Report on Form 10-K for the year ended December 31,
1998).
**12(b) Computation of Ratios of Earnings to Fixed Charges
(filed as Exhibit 99(e) to the Company's Quarterly
Report on Form 10-Q for the period ended September
30, 1999).
23(a) Consent of Laurence M. Hamric, Esq. (included in
Exhibit 5(a) hereto).
23(b) Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (included herein at page S-1).
25(a) Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of Harris Trust
Company of New York, Corporate Trustee.
25(b) Form T-2 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of Mark F.
McLaughlin, Co-Trustee.
___________________
* Reference is made to a duplicate list of exhibits being filed
as a part of the Registration Statement, which list, in
accordance with Item 102 of Regulation S-T of the SEC,
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 SEC pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
this Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the SEC by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability under
the Securities Act, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(5) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that, in the opinion of the SEC, 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this 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 27th day of
January 2000.
ENTERGY NEW ORLEANS, INC.
By: /s/ Steven C. McNeal
Steven C. McNeal
Vice President and Treasurer
Each director and/or officer of the registrant whose
signature appears below has appointed Steven C. McNeal and
Laurence M. Hamric, 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 has appointed each such named person as its attorney-
in-fact with like authority to sign and file any such amendments
in its name and behalf.
Signature Title Date
/s/ Daniel F. Packer Chairman of the Board, President January 25, 2000
Daniel F. Packer and Chief Executive Officer
(Principal Executive Officer)
/s/ C. John Wilder Director, Executive Vice President January 25, 2000
C. John Wilder and Chief Financial Officer
(Principal Financial Officer)
/s/ Donald C. Hintz Director January 25, 2000
Donald C. Hintz
/s/ Nathan E. Langston Vice President and January 26, 2000
Nathan E. Langston Chief Accounting Officer
(Principal Accounting Officer)
EXHIBIT 23(c)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 of our reports dated February
18, 1999, relating to the financial statements and financial
statement schedule, which appear in Entergy New Orleans, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1998.
We also consent to the reference to us under the heading "Experts
and Legality" in such Registration Statement.
PricewaterhouseCoopers LLP
New Orleans, Louisiana
January 28, 2000