[Federal Register Volume 61, Number 174 (Friday, September 6, 1996)]
[Notices]
[Pages 47219-47221]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-22813]


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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26567]


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

August 30, 1996.
    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 September 23, 1996, to the Secretary, Securities and 
Exchange Commission, Washington, D.C. 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,

[[Page 47220]]

may be granted and/or permitted to become effective.

Entergy Corp., et al. (70-8899)

    Entergy Corp. (``Entergy''), a registered holding company located 
at 639 Loyola Avenue, New Orleans, Louisiana 70113, and its retail 
public utility subsidiary companies, Entergy Arkansas, Inc. 
(``Arkansas''), 425 West Capitol Avenue, Little Rock, Arkansas 72201, 
Entergy Gulf States, Inc. (``Gulf States''), 350 Pine Street, Beaumont, 
Texas 77701, Entergy Mississippi, Inc. (`'Mississippi''), 308 East 
Pearl Street, Jackson, Mississippi 39201, Entergy Louisiana, Inc. 
(`'Louisiana''), and Entergy New Orleans, Inc. (``New Orleans''), both 
located at 639 Loyola Avenue, New Orleans, Louisiana 70113 
(collectively, ``Operating Companies''), as well as System Energy 
Resources, Inc. (``System Energy''), a generating public utility 
subsidiary company of Entergy, Entergy Operations, Inc. (``EOI''), a 
nuclear management public utility of Entergy, both of 1340 Echelon 
Parkway, Jackson, Mississippi 39213, System Fuels, Inc. (``SFI''), a 
nonutility subsidiary, 350 Pine Street, Beaumont, Texas 77701, and 
Entergy's service company subsidiary, Entergy Services, Inc. (``ESI''), 
639 Loyola Avenue, New Orleans, Louisiana 70113, have filed jointly an 
application-declaration under sections 6(a), 7, 9(a), 10, and 12(b) of 
the Act and rules 43, 45 and 54 thereunder in connection with short-
term debt financings.
    The Operating Companies and System Energy propose, through November 
30, 2001, to borrow through the Entergy System Money Pool \1\ and to 
issue and sell unsecured short-term notes and commercial paper to 
commercial banks and dealers in such paper. The maximum amount of 
loans, notes, and commercial paper that each could issue would be 
limited as follows: Arkansas, $235 million; Gulf States, $340 million; 
Louisiana, $225 million; Mississippi, $103 million; New Orleans, $35 
million; and System Energy, $140 million.
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    \1\ The Money Pool consists of available funds, invested by the 
participating Entergy system companies, which may be borrowed by the 
participants, excluding Entergy, to meet their respective interim 
capital needs.
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    In addition, EOI, ESI, and SFI propose, through November 30, 2001, 
to borrow through the Money Pool, to borrow from Entergy,\2\ and/or to 
borrow from commercial banks. Any loan agreements or commitments from 
banks would correspondingly reduce the amount of Entergy's commitment 
to EOI, ESI and SFI under their respective Loan Agreements. The 
aggregate principal amount of borrowings outstanding at any one time 
from the Money Pool, Entergy, and banks would be limited as follows: 
EOI, $20 million; ESI, $150 million; and SFI, $95 million.\3\
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    \2\ By orders dated June 5, 1990 (HCAR No. 25100), September 17, 
1991 (HCAR No. 25376), and March 16, 1994 (HCAR No. 26006), EOI, ESI 
and SFI, respectively, were each authorized to enter a loan 
agreement with Entergy (hereinafter referred to for each subsidiary 
company as the ``EOI Loan Agreement,'' the ``ESI Loan Agreement,'' 
and the ``SFI Loan Agreement;'' collectively, ``Loan Agreements'').
    \3\ EOI and SFI currently can borrow up to $15 million and $30 
million, respectively, under their respective Loan Agreements with 
Entergy. In addition to its Loan Agreement with Entergy, SFI has 
separately authorized credit agreements with Yasuda Trust & Banking 
Co., Ltd., and the Bank of American National Trust and Savings 
Association, for $45 million and $20 million, respectively.
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    The Money Pool will continue to be administered on behalf of the 
Participants by ESI under the direction of its Treasurer. The Money 
Pool consists solely of available funds from the Participants 
(excluding Entergy) or otherwise invested. the Participants will not 
borrow funds to participate in the Money Pool. Entergy will invest 
available funds in, but under no circumstances will be permitted to 
borrow funds from, the Money Pool.
    The Money Pool will be managed to match the available cash and 
borrowing requirements of the Participants to minimize the need for 
loans by the Participants from external sources. Notwithstanding the 
availability of Money Pool funds, the Participants might instead make 
short-term loans or issue commercial paper to maintain a market 
presence. The Operating Companies and System Energy will have priority 
on borrowing funds from the Money Pool; EOI, ESI and SFI will be 
permitted to borrow through the Money Pool only if, on any given day, 
funds remain available.
    Certain credit agreements of System Energy require, absent a 
waiver, that its Money Pool borrowings be subordinated to the extent 
that, upon the occurrence of certain events (such as a default under 
the credit agreements, insolvency, bankruptcy, liquidation, or 
reorganization), System Energy would not be permitted to pay principal 
or interest on Money Pool borrowings, unless or until all obligations 
under the credit agreements have been met or otherwise provided for.
    ESI will invest Money Pool funds not loaned to Participants and 
allocate returns on the investments to the Participants on a pro rata 
basis in accordance with their respective interests in such funds. ESI 
proposes to invest excess funds in securities exempt from section 9(a) 
of the Act pursuant to section 9(c) of the Act and rule 40 thereunder.
    The Operating Companies and System Energy will be entitled to 
borrow, on any given day, an amount of an equal allocation of such 
funds among the Participants. Where such an allocation would provide 
Participants funds in excess of its or their requirements, the excess 
will be available for loans equally allocated among the remaining 
Participants. To the extent that EOI, ESI, and SFI are permitted to 
borrow, the funds available for lending will be allocated in the same 
manner. Participants that borrow will borrow pro rata from Participants 
that loan in the proportion that the total amount loaned by the 
Participant bears to the total amount then being loaned through the 
Money Pool.
    Loans from the investments through the Money Pool will be evidenced 
on the books of each Participant. All loans will be payable on demand, 
prepayable without premium or penalty, and will bear interest equal to 
the daily weighted average investment rate.\4\ If there are no excess 
Money Pool funds to invest, the rate of interest on loans from the 
Money Pool will be the Daily Federal Funds Effective Rate quoted by the 
Federal Reserve Bank of New York.
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    \4\ The ''daily weighted average investment rate'' is defined as 
the aggregate of the total interest payable on all investments in 
the Money Pool portfolio (made from funds not loaned to 
Participants) multiplied by 360 and then divided by the total amount 
invested in the Money Pool portfolio.
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    The Operating Companies and System Energy might establish lines of 
credit with commercial banks, either individually or on a consolidated 
basis with each other and with EOI, ESI and SFI (together with 
Operating Companies and System Energy, the ``Borrowers''). The 
Borrowers will issue and sell unsecured short-term notes payable within 
one year. The interest on each note will be selected by the Borrower 
from among four options, but in each instance the interest rate will be 
comparable to rates generally prevailing tin the market for loans with 
similar terms for borrowers with comparable credit quality. The notes 
may, at the option of the Borrower or under certain circumstances with 
the consent of the lender, be prepayable without premium or penalty, 
except where interest rates are tied to bank certificate of deposits, 
the eurodollar market, or certain bid rates.
    The Borrower might pay a commitment fee, which will be comparable 
to those prevailing in the market for loans to borrowers with

[[Page 47221]]

comparable credit quality. Entergy proposes, where required, to 
guarantee bank loans for EOI, ESI and SFA, up to the maximum amount 
each is authorized to borrow.
    The Operating Companies and System Energy might issue commercial 
paper in the form of unsecured notes to mature within not more than 270 
days, not prepayable, at a discount not in excess of the then-
prevailing maximum discount rate for comparable paper. The commercial 
paper will be re-sold, with the customary discount, on a nonpublic 
basis to commercial banks, insurance companies, corporate pension 
funds, investment trusts, foundation, colleges and university funds, 
municipal and state funds and other financial and non-financial 
institutions that normally invest in commercial paper.
    The Operating Companies and System Energy propose to use the 
proceeds from borrowings from the Money Pool and the issuance of short-
term notes and commercial paper to provide interim financing for 
construction expenditures, to meet long-term debt maturities and 
satisfy sinking fund requirements, as well as for the refunding, 
redemption, purchase or other acquisition of all or a portion of 
certain outstanding debt for general corporate purposes. EOI proposes 
to use the proceeds to finance its interim capital needs. ESI proposes 
to use the proceeds for the repayment of other borrowings and to fund 
its service company activities. SFI proposes to use the proceeds to 
repay other borrowings and to finance its fuel supply activities, 
including acquiring, owning and financing nuclear materials, related 
services, and the acquisition and ownership of fuel oil inventory. None 
of the proceeds authorized herein will be used to invest directly or 
indirectly in an exempt wholesale generator or foreign utility company.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-22813 Filed 9-5-96; 8:45 am]
BILLING CODE 8010-01-M