[Federal Register Volume 63, Number 64 (Friday, April 3, 1998)]
[Notices]
[Page 16605]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-8722]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-26852]


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

March 27, 1998.
    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 April 21, 1998, 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, may be granted and/or permitted to become 
effective.

Entergy Corporation (70-9189)

Notice of Proposal To Issue and Sell Common Stock; Order Authorizing 
Solicitation of Proxies

    Entergy Corporation (``Entergy''), 639 Loyola Avenue, New Orleans, 
Louisiana 70113, a registered holding company, has filed a declaration 
under sections 6(a) , 7 and 12(e) under the Act and rules 54, 62 and 
65.
    The Entergy Board of Directors (``Board'') has adopted the 1998 
Equity Ownership Plan of Entergy Corporation and Subsidiaries (``Equity 
Plan''), subject to shareholder approval. The Equity Plan will be an 
amendment and restatement of Entergy's current Equity Ownership Plan 
which was approved by its stockholders in 1991. Awards granted under 
the Equity Plan are intended to qualify as performance based 
compensation under section 162(m) of the Internal Revenue Code of 1986, 
as amended.
    Entergy proposes, through December 31, 2008, to grant Options 
Restricted Shares, Performance Shares and Equity Awards, all as defined 
in the Equity Plan, and to issue or sell up to 12 million shares of its 
common stock, $0.01 par value (``Common''), under the Equity Plan. The 
purpose of the Equity Plan is to give certain designated officers and 
executive personnel (``Key Employees'') and outside directors an 
opportunity to acquire shares of Common to tie more closely their 
interests with those of Entergy's shareholders and to reward effective 
corporate leadership.
    The Common will be available for awards under the Equity Plan, 
subject to adjustment for stock dividends. stock splits, 
recapitalizations, mergers, consolidations or other reorganizations. 
Shares of Common awarded under the Equity Plan may be either authorized 
but unissued shares or shares acquired in the open market. Shares of 
Common covered by awards which are not earned, or which are forfeited 
for any reason, and Options which expire unexercised, will again be 
available for subsequent awards under the Equity Plan. To the extent 
that shares of Common previously held in a participant's name are 
surrendered upon the exercise of an Option or shares relating to an 
award are used to pay withholding taxes, the shares will become 
available for subsequent awards under the Equity Plan.
    The Equity Plan will be administered by the Board's Personnel 
Committee, or any other committee designated by the Board 
(``Committee''), to the extent required to comply with rule 16b-3 under 
the Securities Exchange Act of 1934, as amended. The Committee will 
have the exclusive authority to interpret the Equity Plan. The 
Committee also will have the authority to select, from among Key 
Employees and outside directors of Entergy and its subsidiaries, those 
individuals to whom awards will be granted, to grant any combination of 
awards to any participants and to determine the specific terms and 
conditions of each award.
    The Equity Plan will be submitted to Entergy's shareholders for 
approval at the Annual Meeting of Stockholders to be held May 15, 1998 
(``Meeting''). Approval of the Equity Plan requires the affirmative 
vote of the holders of a majority of the Common represented and 
entitled to vote at the Meeting. Entergy proposes to solicit proxies 
from its shareholders to approve the Equity Plan. Entergy requests that 
an order authorizing the solicitation of proxies be issued as soon as 
practicable under rule 62(d).
    It appears to the Commission that the declaration, to the extent 
that it relates to the proposed solicitation of proxies, should be 
permitted to become effective immediately under rule 62(d).
    It is Ordered, that the declaration, to the extent that it relates 
to the proposed solicitation of proxies, be permitted to become 
effective immediately, under rule 62 and subject to the terms and 
conditions prescribed in rule 24 under the Act.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 98-8722 Filed 4-2-98; 8:45 am]
BILLING CODE 8010-01-M