File No. 70-8535 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM U-1 __________________________________ AMENDMENT NO. 1 to APPLICATION-DECLARATION under THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ___________________________________ Entergy Corporation Entergy Power, Inc. 225 Baronne Street Three Financial Centre New Orleans, Louisiana 70112 Little Rock, Arkansas 72211 (Names of companies filing this statement and address of principal executive offices) __________________________________ Entergy Corporation (Name of top registered holding company parent of each applicant or declarant) _________________________________ Gerald D. McInvale Terry L. Ogletree Senior Vice President and President Chief Financial Officer Entergy Power, Inc. Entergy Corporation Three Financial Centre 225 Baronne Street Little Rock, Arkansas 72211 New Orleans, Louisiana 70112 (Names and addresses of agents for service) ________________________________ The Commission is also requested to send copies of any communications in connection with this matter to: Laurence M. Hamric Frederick F. Nugent General Attorney General Counsel Entergy Services, Inc. Entergy Enterprises, Inc. 225 Baronne Street Three Financial Centre New Orleans, Louisiana 70112 Little Rock, Arkansas 72211 William T. Baker, Jr. Reid & Priest 40 West 57th Street New York, New York 10019
Item 1. Description of Proposed Transactions. The first paragraph of Item 1 of the Application- Declaration in this File is hereby amended and restated to read in its entirety as follows: "Entergy Corporation ("Entergy"), a registered holding company under the Public Utility Holding Company Act of 1935, as amended (the "Act"), and its bulk power marketing subsidiary, Entergy Power, Inc. ("EPI"), hereby request the authorization of the Securities and Exchange Commission (the "Commission") under the Act for (1) Entergy to effect a recapitalization of EPI through the conversion to capital contributions of outstanding amounts of principal and interest under the loan agreement between Entergy to EPI, and (2) Entergy to make additional equity investments in EPI from time to time through December 31, 1995 to fund EPI's working capital and other capital requirements, all as more particularly described below." Item 2. Fees, Commissions and Expenses. The fees, commissions and expenses to be incurred by Entergy and EPI in connection with the proposed transactions are estimated to be $9,000, including the filing fee of the Commission of $2,000 and the fees and expenses of counsel estimated to be $7,000. Item 6. Exhibits and Financial Statements. (a) Exhibits: F - Opinion of Counsel SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this amendment to be signed on their behalf by the undersigned thereunto duly authorized. ENTERGY CORPORATION By: /s/ Gerald D. McInvale Gerald D. McInvale Senior Vice President and Chief Financial Officer ENTERGY POWER, INC. By: /s/ Gerald D. McInvale Gerald D. McInvale Vice President and Treasurer Dated: January 30, 1995
Exhibit F January 27, 1995 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: File No. 70-8535 Gentlemen: I am Assistant Secretary of Entergy Power, Inc. ("EPI") and am familiar with the proposed transactions described in the Application-Declaration on Form U-1, as amended, in the above- referenced File (the "Application"), filed by Entergy Corporation ("Entergy") and EPI with the Securities and Exchange Commission (the "Commission") under the Public Utility Holding Company Act of 1935, as amended, relating to (i) the proposed recapitalization of EPI through, among other things, the cancellation of the note representing outstanding borrowings under a loan agreement between Entergy and EPI and the conversion of such borrowings and any accrued interest to the date of such conversion to capital contributions, and (ii) the proposed funding by Entergy of EPI's additional capital needs through capital contributions and/or the issuance and sale by EPI to Entergy of shares of the capital stock of EPI (the "Common Stock"). This is to advise you that, in my opinion: 1. Each of Entergy and EPI is a corporation validly organized and duly existing under the laws of the State of Delaware. 2. In the event the proposed transactions are consummated in accordance with the Application and the order of the Commission with respect thereto: (a) all state laws applicable thereto will have been complied with; (b) (i) EPI will be validly organized and duly existing under the laws of the State of Delaware, and (ii) the Common Stock will be validly issued, fully paid and nonassessable, and the holder thereof will be entitled to the rights and privileges appertaining thereto set forth in EPI's charter; (c) Entergy will legally acquire the Common Stock; and (d) the consummation of the proposed transactions by Entergy will not violate the legal rights of the holders of any securities issued by Entergy or any associate company thereof. I am a member of the Illinois bar and do not hold myself out as an expert on the laws of any other state. I hereby consent to the use of this opinion as an exhibit to the Application. Very truly yours, /s/ Frederick F. Nugent Frederick F. Nugent
This website contains, and has materials that contain, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words "expected", "will" and similar expressions are intended to identify forward-looking statements. Entergy's expectations regarding any specific matter is only its forecast regarding the matter. A forecast may be substantially different from actual results, which are effected by various factors that are in Entergy's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.