[Federal Register Volume 59, Number 231 (Friday, December 2, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-29635]


[[Page Unknown]]

[Federal Register: December 2, 1994]


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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26173]

 

Filings Under the Public Utility Holding Company Act of 1935, as 
Amended (``Act'')

November 28, 1994.
    Notice is hereby given that the following filing(s) has/have been 
made with the Commission pursuant to provisions of the Act and rules 
promulgated thereunder. All interested persons are referred to the 
application(s) and/or declaration(s) for complete statements of the 
proposed transaction(s) summarized below. The application(s) and/or 
declaration(s) and any amendments thereto is/are available for public 
inspection through the Commission's Office of Public Reference.
    Interested persons wishing to comment or request a hearing on the 
application(s) and/or declaration(s) should submit their views in 
writing by December 22, 1994, to the Secretary, Securities and Exchange 
Commission, Washington, DC 20549, and serve a copy on the relevant 
applicant(s) and/or declarant(s) at the address(es) specified below. 
Proof of service (by affidavit or, in case of an attorney at law, by 
certificate) should be filed with the request. Any request for hearing 
shall identify specifically the issues of fact or law that are 
disputed. A person who so requests will be notified of any hearing, if 
ordered, and will receive a copy of any notice or order issued in the 
matter. After said date, the application(s) and/or declaration(s), as 
filed or as amended, may be granted and/or permitted to become 
effective.

System Energy Resources, Inc., et al. (70-8511)

    System Energy Resources, Inc. (``SERI''), Echelon One, 1340 Echelon 
Parkway, Jackson, Mississippi 39213, Arkansas Power & Light Company 
(``AP&L''), 425 West Capitol, 40th Floor, Little Rock, Arkansas 72201, 
Louisiana Power & Light Company (``LP&L''), 639 Loyola Avenue, New 
Orleans, Louisiana 70113, Mississippi Power & Light Company (``MP&L''), 
308 East Pearl Street, Jackson, Mississippi 39201, New Orleans Public 
Service Inc. (``NOPSI'' and together with AP&L, LP&L and MP&L, 
``Operating Subsidiaries''), 639 Loyola Avenue, New Orleans, Louisiana 
70113, and Entergy Corporation (``Entergy''), 225 Baronne Street, New 
Orleans, Louisiana 70112, a registered holding company, have filed an 
application-declaration with this Commission pursuant to Sections 6(a), 
7, 9(a), 10 and 12(d) of the Public Utility Holding Company Act of 1935 
(``Act'') and Rule 44 thereunder.
    SERI proposes from time to time through December 31, 1996 (a) to 
issue and sell one or more series of its First Mortgage Bonds 
(``Bonds'') in an aggregate principal amount not to exceed $265 million 
and (b) to enter into arrangements for the issuance and sale of tax-
exempt revenue bonds (``Tax-Exempt Bonds'') in an aggregate principal 
amount not to exceed $235 million. Additionally, SERI requests 
authority through that period of time to issue and pledge one or more 
new series of its first mortgage bonds in an aggregate principal amount 
not to exceed $251 million (``Collateral Bonds'') as security for the 
Tax-Exempt Bonds.
    Each series of Bonds will have such interest rate, maturity date, 
redemption and sinking fund provisions, be secured by such means and 
sold in such manner and at such price and have such other terms and 
conditions as shall be determined at the time of sale.
    In order to provide additional security for its obligations with 
respect to the Bonds, SERI may assign for the benefit of the holders of 
the Bonds certain of its rights under the Availability Agreement, dated 
as of June 21, 1974, as amended. Pursuant to this agreement, the 
Operating Subsidiaries have agreed to pay SERI certain amounts for 
expenses incurred by SERI in connection with the operation of a 
nuclear-powered electric generating station in Mississippi.
    As further security for its obligations with respect to the Bonds, 
SERI may assign certain of its rights under the Capital Fund Agreement 
dated as of June 21, 1974. Pursuant to the terms of this agreement, 
Entergy has agreed to provide SERI, among other things, capital 
sufficient to enable SERI to maintain a 35% equity ratio, as defined in 
that agreement.
    SERI proposes to use the net proceeds derived from the issuance and 
sale of the Bonds for general corporate purposes, including, but not 
limited to, (i) the acquisition and retirement, by means of tender 
offer, or open market, negotiated or other forms of purchases, or 
redemption in whole or in part, prior to their respective maturities, 
of one or more series of SERI's outstanding first mortgage bonds, (ii) 
the payment of construction costs and nuclear fuel costs, (iii) the 
repayment of long- and short-term borrowings and/or (iv) other working 
capital needs.
    SERI also requests authority to enter into arrangements for the 
issuance of Tax-Exempt Bonds by governmental authorities (each an 
``Issuer'') in an aggregate principal amount not to exceed $235 
million. Each series of Tax-Exempt Bonds will have such interest rate, 
maturity date, redemption and sinking fund provisions, be secured by 
such means, be sold in such manner and at such price, and have such 
other terms and conditions as shall be determined at the time of sale. 
However, it is proposed that each series of the Tax-Exempt Bonds mature 
not earlier than five years from the first day of the month of issuance 
nor later than forty years from the date of issuance.
    Under the proposed arrangements, SERI would enter into one or more 
installment purchase, refunding or other facilities agreements (each a 
``Facilities Agreement'') or one or more supplements and/or amendments 
thereto with one or more Issuers. Pursuant to the terms of each 
Facilities Agreement, the Issuer will pay to or provide for the benefit 
of SERI the total amount of the proceeds of the Tax-Exempt Bonds and 
SERI will agree to pay amounts sufficient to pay the principal or 
redemption price of, premium, if any, and interest on the Tax-Exempt 
Bonds.
    In order to obtain a more favorable rating on any series of Tax-
Exempt Bonds, SERI may arrange for one or more irrevocable letter(s) of 
credit (each a ``Letter of Credit'') for an aggregate amount up to $285 
million from one or more banks (each a ``Bank''). In connection with 
any such letter of Credit, SERI would enter into a Reimbursement 
Agreement (``Reimbursement Agreement'') with the Bank. Pursuant to a 
Reimbursement Agreement, SERI would agree to reimburse the Bank party 
thereto immediately or within a specified period (not to exceed 60 
months) after the date of the draw for all amounts drawn under Letter 
of Credit, together with accrued interest. The rate of such interest 
would not exceed the New York prime rate as published in The Wall 
Street Journal plus 200 basis points. Additionally, it is anticipated 
that each Reimbursement Agreement would require the payment by SERI to 
the Bank of up-front fees not to exceed $100,000 and annual fees not to 
exceed 1\1/4\% of the face amount of the related Letter of Credit.
    In addition or as an alternative to the security provided by a 
Letter of Credit, SERI may pledge one or more new series of its first 
mortgage bonds (``Collateral Bonds'') under the Mortgage, as it may be 
supplemented. These Collateral Bonds may be interest-bearing or non-
interest bearing. Such Collateral Bonds would be non-interest bearing 
of the principal amount issued were the same as the principal of the 
underlying Tax-Exempt Bonds plus accumulated interest for a specified 
period. The rate on interest-bearing Collateral Bonds may be less than 
or equal to the interest rate on the underlying Tax-Exempt Bonds.
    SERI proposes to use the proceeds of the sale of Tax-Empt Bonds to 
refinance certain pollution control revenue bonds that were previously 
issued to finance pollution control facilities at the Grand Gulf 
nuclear state.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc. 94-29635 Filed 12-1-94; 8:45 am]
BILLING CODE 8010-01-M