[Federal Register Volume 67, Number 225 (Thursday, November 21, 2002)]
[Notices]
[Pages 70261-70269]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 02-29592]



[[Page 70261]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27602]


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

November 15, 2002.
    Notice is hereby given that the following filings have been made 
with the Commission pursuant to provisions of the Act and rules 
promulgated under the Act. 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 amendment(s) is/are available for public 
inspection through the Commission's Branch 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 10, 2002 to the Secretary, Securities and Exchange 
Commission, Washington, DC 20549-0609, 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 the case of an attorney at law, 
by certificate) should be filed with the request. Any request for 
hearing should identify specifically the issues of facts 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 December 10, 2002, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

American Electric Power Service Corporation (70-8531)

    American Electric Power Service Corporation (``AEPSC''), 1 
Riverside Plaza, Columbus, Ohio 43215, a service company subsidiary of 
American Electric Power Corporation (``AEP''), a registered holding 
company, has filed a post-effective amendment to an application under 
sections 9(a) and 10 of the Act and rule 54 under the Act.
    By order dated April 26, 1995 (HCAR No. 26280) (``Initial Order'') 
the Commission authorized Central and South West Services, Inc. 
(``CSWS''), a service company subsidiary of Central and South West 
Corporation (``CSW''), a registered holding company, to use excess 
resources in its engineering and construction department, which 
resources may not be needed to provide services to affiliates within 
its system at any given time, to provide power plant control system 
procurement, integration and programming services, and power plant 
engineering and construction services to nonaffiliated utilities 
through December 31, 1997. By order dated December 11, 1997 (HCAR No. 
26794) (``Extension Order''), the Commission extended the term of the 
authority granted by the Initial Order through December 31, 2002.By 
order dated July 21, 1998 (HCAR No. 26898) (``Supplemental Order'') the 
Commission approved an application to more accurately define 
engineering and construction services provided to nonaffiliated 
entities and to permit the provision of environmental licensing, 
testing, compliance and remediation as well as equipment maintenance to 
nonaffiliated entities.
    By order dated June 24, 2000 (HCAR No. 27186) (``Merger Order'') 
the Commission approved, among other things the merger of CSW and AEP, 
the merger of CSWS into AEPSC, the succession of AEPSC to the authority 
granted in the Initial Order, the Extension Order and the Supplemental 
Order, and the extension of that authorized activity to all affiliate 
companies in the post-merger AEP system.
    AEPSC now requests that the Commission amend the authority granted 
in the Initial Order, as amended by the Extension Order, the 
Supplemental Order, and the Merger Order, to extend through June 30, 
2005.

Entergy Corporation, et al. (70-9123)

    Entergy Corporation (``Entergy''), 639 Loyola Avenue, New Orleans, 
Louisiana 70113, a registered holding company; Entergy's wholly owned 
subsidiaries Entergy Enterprises, Inc. (``Enterprises''), Entergy 
Global Power Operations Corporation (``Global''), Entergy Power 
Operations U.S., Inc. (``Power US''), all located at 20 Greenway Plaza, 
Houston, Texas 77046; Entergy Nuclear, Inc. (``Nuclear''), 1340 Echelon 
Parkway, Jackson, Mississippi 39213, Entergy Operations Services, Inc. 
(``Operations''), and Entergy Power, Inc., 110 James Parkway West, St. 
Rose, Louisiana 70087 (``Power'' and combined ``Applicants'') have 
filed an application-declaration under sections 6(a), 7, 9(a), 10, 
12(b), 12(c), and 13(b) of the Act and rules 54, 90, and 91 under the 
Act.
    By order dated June 22, 1999 (``June Order''),\1\ the Commission 
granted authority: (1) For Entergy to acquire, directly or indirectly, 
the securities of one or more companies (``New Subsidiaries'') 
organized for purposes of performing development activities and/or for 
purposes of acquiring, including financing or refinancing an 
acquisition, owning and holding the securities of: (a) ``exempt 
wholesale generators'' (``EWGs''), as defined in section 32(a) of the 
Act, (b) ``foreign utility companies'' (``FUCOs''), as defined in 
section 33(a) of the Act, (c) ``exempt telecommunications companies'' 
(``ETCs''), as defined in section 34(a) of the Act, (d) other 
subsidiary companies that are authorized or permitted by rule, 
regulation or order of the Commission under the Act to engage in other 
businesses (``Authorized Subsidiary Companies''),\2\ (e) other New 
Subsidiaries and/or, (f) ``energy related companies'', as defined in 
rule 58 under the Act (``Rule 58 Companies''); (2) for Entergy to 
acquire, directly or indirectly, the securities of one or more 
operating and management companies (``O&M Subs'') organized for the 
purpose of providing operations and maintenance services (``O&M 
Services'') to nonassociate companies and associate nonutility 
companies (collectively, with the companies described in (1) above, 
``Nonutility Companies''); (3) for Nonutility Companies to issue and 
sell securities to Entergy, to other Nonutility Companies and/or to 
nonassociate companies for the purpose of financing or refinancing 
investments in Nonutility Companies; (4) for Nonutility Companies to 
provide services at other than cost under specific circumstances; (5) 
for Nonutility Companies to pay dividends out of unearned surplus; and 
(6) for Entergy to consolidate or reorganize Entergy's ownership 
interests in one or more Nonutility Companies.
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    \1\ See HCAR No. 27039 (June 22, 1999).
    \2\ Authorized Subsidiary Companies currently consist of: 
Enterprises; Power; Entergy Nuclear, Inc.; Entergy Nuclear 
Operations, Inc.; Entergy Operations Services, Inc.; Global; Power 
U.S., Entergy Nuclear Fuels Company; Entergy Shaw, LLC; EN Services, 
LP; and Gulf South Pipeline, LP.
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    Applicants now request an extension of authority for the activities 
listed in (1) through (6) above, through December 31, 2005 
(``Authorization Period''). In addition, Entergy requests a new 
authorization to make initial investments, directly or indirectly, in 
the New Subsidiaries or O&M Subsidiaries of up to an aggregate amount 
of $750 million (``Investment Limit'') through the Authorization 
Period.

I. Acquisitions and Related Financings of New Subsidiaries and O&M Subs

    Applicants propose to acquire, directly or indirectly, the 
securities of one or more New Subsidiaries. New Subsidiaries will be 
organized in order to: (1) Engage in service and development activities 
and/or (2)

[[Page 70262]]

acquire and/or finance the acquisition of the securities of one or more 
Nonutility Companies. Applicants also propose that Entergy organize and 
acquire the capital stock of O&M Subs through December 31, 2005. O&M 
Subs will be formed as domestic or foreign corporations, partnerships 
or other entities.
    Applicants request authority for Entergy to make investments in New 
Subsidiaries and O&M Subsidiaries by any combination of: (1) Purchases 
of equity interests (``Equity Capital''); \3\ (2) capital 
contributions; (3) open account advances without interest and (4) loans 
and guarantees of securities or other obligations of New Subsidiaries 
and O&M Subs. Applicants state that Entergy will obtain funds for these 
investments from proceeds of previously authorized borrowings, sales of 
its common stock, future authorized securities issuances and other 
available cash resources. Applicants commit that the initial 
investments in the Equity Capital of New Subsidiaries and O&M Subs will 
be included in the Investment Limit.
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    \3\ Equity Capital may include purchases of capital shares, 
partnership interests, member interests in limited liability 
companies, trust certificates or other forms of equity interests.
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    Applicants state that loans by Entergy or a Nonutility Company to a 
Nonutility Company generally will have interest rates and maturity 
dates designed to parallel Entergy's effective cost of capital. Loans 
by Entergy or a Nonutility Company to a Nonutility Company that is 
partially owned by Entergy, directly or indirectly, however, may have 
interest rates and maturity dates designed to provide a return to the 
holding company of not less than its effective cost of capital (``Other 
Loans''). The principal amount of Other Loans by Entergy or a 
Nonutility Company to a Nonutility Company (including New Subsidiaries 
and O&M Subs) will be included in the Investment Limit. Applicants 
state that a Nonutility Company to which Other Loans are made will not 
provide any services to a Nonutility Company that does not meet one of 
the conditions for the rendering of services on a basis other than 
cost, as described below.
    Applicants assert that there are a number of legal and business 
reasons for the use of special purpose subsidiaries such as the New 
Subsidiaries in connection with investments in Nonutility Companies. 
For example, the formation and acquisition of special purpose 
subsidiaries is often necessary or desirable to facilitate the 
acquisition and ownership of a FUCO, an EWG or another Nonutility 
Company. Furthermore, the laws of some foreign countries may require 
that the bidder in a privatization program be a domestic company in 
that country. In these cases, Applicants state that it would be 
necessary for Entergy to form a foreign subsidiary as the entity 
submitting the bid or other proposal. In addition, the interposition of 
one or more New Subsidiaries may allow Entergy to defer the 
repatriation of foreign source income, take full advantage of favorable 
tax treaties among foreign countries, or otherwise to secure favorable 
U.S. income tax treatment that would not otherwise be available. 
Applicants state that New Subsidiaries also serve to isolate business 
risks, facilitate subsequent adjustments or sales to ownership 
interests by the members of an ownership group, or to raise debt or 
equity capital in domestic or foreign markets.
    Applicants state that, to the extent that Entergy provides funds to 
a New Subsidiary that are used for the purposes of investing in an EWG 
or FUCO, the amount of the investment will be included in Entergy's 
``aggregate investment'' in these entities, as calculated in accordance 
with rule 53. Additionally, Applicants assert that, to the extent that 
Entergy provides funds to a New Subsidiary which are used to invest in 
a Rule 58 Company, the amount of the investment will be included in 
Entergy's ``aggregate investment'' as defined under rule 58.

II. Issuance of Securities

    Applicants also requests authorization for Nonutility Companies to 
issue and/or sell equity or debt securities in an aggregate amount up 
to the Investment Limit, including common stock, LLC member interests, 
partnership and limited partnership interests, preferred stock or other 
preferred or equity-linked securities (collectively, ``preferred 
securities''), short-term debt securities, such as promissory notes or 
commercial paper, and long-term debt securities (collectively, ``Other 
Securities'') to Entergy, to other Nonutility Companies or to 
nonassociate companies, including banks, insurance companies, and other 
financial institutions during the Authorization Period.
    Other Securities will be subject to the following financing 
parameters:
    (1) The effective cost of money on long-term debt borrowings will 
not exceed the greater of (i) 500 basis points over the comparable-term 
U.S. Treasury securities or (ii) a gross spread over U.S. Treasuries 
that is consistent with similar securities of comparable credit quality 
and maturities issued by other companies.
    (2) The effective cost of money on short-term debt borrowings will 
not exceed the greater of (i) 500 basis points over the comparable-term 
London Interbank Offered Rate (``LIBOR'') or (ii) a gross spread over 
LIBOR that is consistent with similar securities of comparable credit 
quality and maturities issued by other companies.
    (3) The dividend rate on any series of preferred securities will 
not exceed the greater of (i) 500 basis points over the yield to 
maturity of a U.S. Treasury security having a remaining term equal to 
the term of the series of preferred securities or (ii) a rate that is 
consistent with similar securities of comparable credit quality and 
maturities issued by other companies.
    Also, in the case of the issuance of any Other Securities that 
involve loans by Entergy or a Nonutility Company to a Nonutility 
Company at interest rates and maturities designed to provide a return 
to the lending company in excess of its effective cost of capital, the 
borrowing Nonutility Company will not provide any services to any 
associate Nonutility Company except a company which meets one of the 
conditions for the rendering of services on a basis other than ``at 
cost'', as described below.\4\
    Applicants state that the net proceeds from the issuance and sale 
of Other Securities would be used for general corporate purposes, for 
example: (1) For loans to and/or equity investments in Nonutility 
Companies; (2) for the repayment, refinancing or redemption of 
outstanding securities of Entergy or Nonutility Companies originally 
issued for purposes of acquiring interests in Nonutility Companies or 
providing funds for the authorized or permitted business activities of 
Nonutility Companies and (3) for working capital or other cash 
requirements of Nonutility Companies, provided that the net proceeds 
will only be applied to finance activities that are exempt under the 
Act or are otherwise authorized or permitted by rule, regulation or 
order of the Commission. Applicants state that at the time of issuance 
of any Other Securities that are recourse to Entergy, directly or 
indirectly, the proceeds of which are to be used to invest in any 
Exempt Project,

[[Page 70263]]

the amount will be counted towards Entergy's ``aggregate investment'' 
in EWGs and FUCOs as required under rule 53.
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    \4\ Applicants request that Non-utility Companies be permitted 
to modify the terms of their charters or other governing documents 
(``Charter Amendments'') as necessary to effectuate the issuance of 
Other Securities. Entergy would describe the general terms of any 
Charter Amendment in the next quarterly certificate filed with the 
Commission pursuant to rule 24 in this file.
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    Entergy represents that none of Entergy's operating companies 
(``Operating Companies'') \5\ will incur any indebtedness, extend any 
credit, or sell or pledge its assets, directly or indirectly, to or for 
the benefit of any Nonutility Company, and that any Other Securities 
that may be issued by a Nonutility Company, and any guarantees that may 
be issued by Entergy or a Nonutility Company, will not be recourse to 
any Operating Company.
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    \5\ Entergy's regulated public utility companies Entergy 
Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., 
Entergy Mississippi, Inc. and Entergy New Orleans, Inc. are referred 
to as the ``Operating Companies.''
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III. Provision of O&M Services and Other Services

    Applicants propose that Entergy provide O&M Services, through one 
or more O&M Subs. O&M Services would be provided to, or for the benefit 
of, associate and nonassociate developers, owners and operators of 
domestic and foreign power projects and other electric utility systems 
or facilities. O&M Services may be provided to projects that Entergy 
may develop on its own, through an associate Nonutility Company, or in 
collaboration with third parties.
    O&M Services would include, for example, development, engineering, 
design, construction and construction management, pre-operational 
start-up, testing and commissioning, long-term operations and 
maintenance, fuel procurement, management and supervision, technical 
and training, administrative support, market analysis, consulting, 
coordination and any other managerial, technical, administrative or 
consulting required in connection with the business of owning or 
operating facilities used for the generation, transmission or 
distribution of electric energy (including related facilities for the 
production, conversion, sale or distribution of thermal energy) or 
coordinating their operations in the power market. Applicants also 
propose that an O&M Sub may also lease all or a portion of the 
facilities with respect to which it is providing O&M Services. However, 
Applicants state that an O&M Sub would not undertake to enter into 
leases without further approval of the Commission if, as a result 
thereof, the O&M Sub would become a ``public utility company'' as 
defined in the Act.
    Applicants request authorization for Nonutility Companies (i) to 
provide other Nonutility Companies with administrative services 
(``Administrative Services''); (ii) to provide consulting services 
(``Consulting Services'') to other Nonutility Companies and to 
nonassociate companies and (iii) to engage in development activities 
(``Development Activities''), all on a worldwide basis. These services 
are referred to collectively as ``Other Services.''
    Applicants state that Administrative Services would include, for 
example, corporate and project development and planning, management, 
administrative, employment, tax, legal, accounting, engineering, 
consulting, marketing, utility performance and electric data processing 
services, and intellectual property development, marketing and other 
support services.
    Applicants state that Consulting Services would include, for 
example, providing Entergy system technical capabilities and expertise 
primarily in the areas of electric power generation, transmission and 
distribution and ancillary operations. Applicants represent that, 
except for consulting required in connection with the performance of 
O&M Services, O&M Subs will not provide Consulting Services to 
associate or nonassociate companies.
    Applicants state that Development Activities would include, for 
example, investigating sites, research, engineering and licensing 
activities, acquiring options and rights, contract drafting and 
negotiation, legal, accounting and financial analysis, preparing and 
submitting bids and proposals, and other activities necessary to 
identify and analyze investment opportunities on behalf of companies in 
the Entergy system.\6\
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    \6\ Applicants state that Development Activities would not be 
performed on behalf of any of Entergy's regulated utilities.
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    Applicants request an exemption from the at-cost requirements of 
rules 90 and 91 for O&M Services rendered to Nonutility Companies, if 
one or more of the following conditions applies:
    (i) The Nonutility Company is a FUCO or an EWG that derives no part 
of its income, directly or indirectly, from the generation and sale of 
electric energy within the United States;
    (ii) The Nonutility Company is an EWG that sells electricity at 
market-based rates that have been approved by the FERC or the relevant 
state public utility commission, provided that the purchaser is not a 
Regulated Utility;
    (iii) The Nonutility Company is a ``qualifying facility'' (``QF'') 
under the Public Utility Regulatory Policies Act of 1978, as amended 
(``PURPA''), that sells electricity exclusively at rates negotiated at 
arm's length to one or more industrial or commercial customers 
purchasing the electricity for their own use and not for resale, or to 
a electric utility company (other than a Regulated Utility) at the 
purchaser's ``avoided costs'' as determined under the regulations under 
PURPA and
    (iv) The Nonutility Company is an EWG or QF that sells electricity 
at rates based upon its cost of service, as approved by the FERC or any 
state public utility commission having jurisdiction, provided that the 
purchaser of the electricity is not a regulated utility.
    The Nonutility Companies described in clauses (i)-(iv) are referred 
to collectively below as ``Exempt Nonutility Companies.''
    Applicants state that Other Services would generally be performed 
by Nonutility Companies for associate Nonutility Companies at cost. 
However, Applicants request an exemption from the at cost requirements 
of rules 90 and 91 for Other Services rendered to Exempt Nonutility 
Companies and to partially owned Nonutility Companies, provided that 
the ultimate purchaser of the Other Services is not an Operating 
Company, System Energy Resources, Inc., System Fuels, Inc., Entergy 
Services, Inc., Entergy Operations, Inc. or any other subsidiary that 
Entergy may create, the activities and operations of which are 
primarily related to the domestic sale of electric energy at retail 
(exclusive of Nonutility Companies) or at wholesale, or the provision 
of goods or services to Entergy's affiliates. In addition, Entergy 
requests that the exemption apply to Other Services provided by 
Nonutility Companies to any Nonutility Company (a) that is engaged 
solely in the business of developing, owning, operating and/or 
providing Other Services to Exempt Nonutility Companies, or (b) that 
does not derive, directly or indirectly, any material part of its 
income from sources within the United States and is not a public 
utility company operating within the United States.

IV. Reorganization

    Entergy intends, from time to time, to consolidate or reorganize 
all or any part of its ownership interests in certain Nonutility 
Companies and/or New Subsidiaries under one or more New Subsidiaries. 
For example, to effect a reorganization, Entergy could directly or 
indirectly contribute to a New Subsidiary all of the outstanding Equity 
Capital of one or more Nonutility

[[Page 70264]]

Companies (including a New Subsidiary) or sell the Equity Capital of 
one or more Nonutility Companies to a New Subsidiary. Alternatively, a 
Nonutility Company could distribute, as a dividend, the securities of 
one or more Nonutility Companies to a New Subsidiary.
    Applicants request authority for Entergy to consolidate or 
otherwise reorganize its ownership interest in one or more Nonutility 
Companies under the New Subsidiaries so long as the acquisition of the 
securities of the Nonutility Company is authorized by the Commission or 
is exempt from the Act.

V. Payment of Dividends Out of Capital or Unearned Surplus by 
Nonutility Companies

    Applicants request authority for a Nonutility Company to declare 
and pay dividends out of capital or unearned surplus to its immediate 
parent companies through December 31, 2005, subject to applicable 
corporate law and any applicable financing agreement that restricts 
distributions to shareholders.

FirstEnergy Corp., et al. (70-10079)

    FirstEnergy Corporation (``FirstEnergy''), a registered holding 
company, Ohio Edison Company (``Ohio Edison''), a public-utility 
company subsidiary of First Energy and exempt holding company under 
section 3(a)(2) of the Act,\7\ The Cleveland Electric Illuminating 
Company, a public-utility company subsidiary of First Energy, The 
Toledo Edison Company, a public-utility company subsidiary of First 
Energy, American Transmission Systems, Incorporated, a public-utility 
company subsidiary of First Energy, all at 76 South Main Street, Akron, 
Ohio 44308, Pennsylvania Power Company, 1 E. Washington Street, P.O. 
Box 891, New Castle, Pennsylvania 16103, a public-utility company 
subsidiary of Ohio Edison, Metropolitan Edison Company, 2800 Pottsville 
Pike, Reading, Pennsylvania 19640-0001, a public-utility company 
subsidiary of First Energy, Pennsylvania Electric Company, 1001 Broad 
Street, Johnstown, Pennsylvania 15907, a public-utility company 
subsidiary of First Energy, and Jersey Central Power & Light Company 
(collectively, ``Applicants''), Madison Avenue at Punchbowl Road, 
Morristown, New Jersey 07060-9871, a public-utility company subsidiary 
of First Energy, have filed an application under section 9(c)(3) of the 
Act.
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    \7\ See Ohio Edison, HCAR No. 21019 (April 26, 1979).
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    By order dated October 29, 2001 (HCAR No. 27459), the Commission 
authorized FirstEnergy, which at the time was a holding company that 
claimed exemption from registration by rule 2, to merge with GPU, Inc., 
a registered holding company. In that order, the Commission also 
authorized FirstEnergy to retain its investments in low-income housing 
properties that qualified for Low Income Housing Tax Credits (``LITC 
Projects'') under section 42 of the Internal Revenue Code (``IRC''). As 
of December 31, 2001, FirstEnergy held, directly or indirectly, 
approximately $102 million of these types of passive investments.
    Applicants request authority to invest, through December 31, 2005, 
up to $100 million in: (1) New or existing LIHTC Projects located 
anywhere in the United States; and (2) historic building or other 
qualified rehabilitated building projects (``Section 47 Projects'') 
located within their service territories. By investing in Section 47 
Projects, Applicants would earn tax credits under section 47 of the IRC 
and, according to Applicants, FirstEnergy may also qualify for tax 
credits under state law.
    Applicants would not take any active role in the development, 
management, or operation of any LIHTC Projects or Section 47 Projects 
(collectively, ``Tax Credit Projects''), and would not acquire any 
interest in any venture holding a Tax Credit Project if that venture 
would consequently become an ``affiliate'' of First Energy. Tax Credit 
Projects would be organized as limited liability partnerships or 
limited liability companies, and Applicants would invest only as a 
limited partner or non-managing member, respectively. In general, a 
separate limited partnership or manager-managed LLC would be 
established for each new qualifying Tax Credit Project. This structure 
would: (1) Allow each Tax Credit Project to be financed on a stand-
alone basis, under the control of an unaffiliated third party; (2) 
insulate each investment property from any liabilities that may arise 
in connection with the development or management of any other Tax 
Credit Project; and (3) facilitate compliance with the requirements of 
sections 42 and 47 of the IRC Code.
    Applicants commit to dispose of their ownership interests in each 
Tax Credit Project upon becoming fully vested in the tax credits, 
including any state credits.

Georgia Power Company (70-10080)

    Georgia Power Company (``Georgia ``), 241 Ralph McGill Boulevard, 
NE., Atlanta, Georgia 30308, a public-utility subsidiary company of The 
Southern Company (``Southern''), a registered holding company, has 
filed a declaration under sections 6(a) and 7 of the Act and rule 54 
under the Act.
    Georgia proposes to issue and sell, from time-to-time, through 
March 31, 2006 (the ``Authorization Period'') up to an aggregate 
principal amount at any one time outstanding up to $3.2 billion of the 
following: (1) Short-term notes to lenders; (2) commercial paper to or 
through dealers; and/or (3) issue non-negotiable promissory notes to 
public entities for their revenue anticipation notes.
    Georgia proposes to borrow from certain banks or other lending 
institutions through the Authorization Period. The institutional 
borrowings will be evidenced by notes to be dated as of the date of 
such borrowings and to mature in not more than one year after the date 
of issue, or by ``grid'' notes evidencing all outstanding borrowings 
from each lender to be dated as of the date of the initial borrowing 
and to mature not more than one year after the date of issue. Georgia 
proposes that it may provide that any note evidencing such borrowings 
may not be prepayable, or that it may be prepaid with payment of a 
premium that is not in excess of the stated interest rate on the 
borrowing to be prepaid.
    Borrowings will be at the lender's prevailing rate offered to 
corporate borrowers of similar quality. Such rates will not exceed the 
prime rate or (i) LIBOR plus up to 3% or (ii) a rate not to exceed the 
prime rate to be established by bids obtained from the lenders prior to 
a proposed borrowing. Compensation for the credit facilities may be 
provided by fees of up to 1% per annum of the amount of the facility. 
Compensating balances may be used in lieu of fees to compensate certain 
of the lenders.
    Georgia also proposes to issue and sell commercial paper to or 
through dealers from time to time through the Authorization Period. 
Such commercial paper would be in the form of promissory notes with 
varying maturities not to exceed 390 days. Georgia states that the 
actual maturities would be determined by market conditions, the 
effective interest costs of issuing such commercial paper, and 
Georgia's anticipated cash flow, including the proceeds of other 
borrowings, at the time of issuance. The commercial paper notes will be 
issued in denominations of not less than $50,000 and will be sold by 
Georgia directly to or through dealer. The discount rate (or the 
interest rate in the case of interest-bearing notes), including any 
commissions, will not be in excess

[[Page 70265]]

of the discount rate per annum (or equivalent interest rate) prevailing 
at the date of issuance for commercial paper of comparable quality of 
the particular maturity sold by issuers to commercial paper dealers.
    Georgia also proposes, through the Authorization Period, to effect 
short-term borrowings in connection with the financing of certain 
pollution control facilities through the issuance by public entities of 
their revenue bond anticipation notes. Under an agreement with each 
such public entity, the entity would effectively loan to Georgia the 
proceeds of the sale of such revenue bond anticipation notes, having a 
maturity of not more than one year after date of issue, and Georgia in 
turn would issue Georgia's non-negotiable promissory note. Such note 
would provide for payments to be made at times and in amounts which 
shall correspond to the payments with respect to the principal of, 
premium, if any, and interest, which shall not exceed the prime rate, 
on such revenue bond anticipation notes, whenever and in whatever 
manner the same shall become due, whether at stated maturity, upon 
redemption or declaration or otherwise.
    By order dated March 13, 1996 (HCAR No. 26490) (``1996 Order''), 
the Commission authorized Georgia to effect short-term debt borrowings 
prior to January 1, 2003. By order dated November 8, 2000 (HCAR No. 
27273) (``2000 Order'') (and together with the 1996 Order, the 
``Financing Orders''), the Commission authorized Georgia to effect any 
such short-term borrowings through Southern's consolidated commercial 
paper program prior to June 30, 2004. According to the Financing 
Orders, any borrowings under the Financing Orders must be aggregated 
and may not exceed $1.7 billion. Georgia states that at August 14, 
2002, borrowings in an aggregate principal amount of approximately 
$531,800,000 were outstanding under the Financing Orders.
    The proceeds from the proposed borrowings will be used by Georgia 
for working capital purposes, including the financing in part of its 
construction program. None of the proceeds from any borrowing or from 
the sale of any of the notes will be used by Georgia, directly or 
indirectly, for the acquisition of any interest in an ``exempt 
wholesale generator'' or a ``foreign utility company,'' as those terms 
are defined in sections 32 and 33 of the Act, respectively. Georgia 
further states that, except as may be otherwise authorized by the 
Commission, any short-term borrowings of Georgia outstanding after 
March 31, 2006 will be retired from internal cash resources, the 
proceeds of equity financings or the proceeds of long-term debt.

Savannah Electric Power Company (70-10081)

    Savannah Electric Power Company (``Savannah''), 600 East Bay 
Street, Savannah, Georgia 31401, a public-utility subsidiary company of 
The Southern Company (``Southern''), a registered holding company, has 
filed a declaration under sections 6(a) and 7 of the Act and rule 54 
under the Act.
    Savannah proposes to issue and sell, from time-to-time, through 
March 31, 2006 (the ``Authorization Period'') up to an aggregate 
principal amount at any one time outstanding up to $120 million of the 
following: (1) Short-term notes to lenders; (2) commercial paper to or 
through dealers; and/or (3) issue non-negotiable promissory notes to 
public entities for their revenue anticipation notes.
    Savannah proposes to borrow from certain banks or other lending 
institutions through the Authorization Period. The institutional 
borrowings will be evidenced by notes to be dated as of the date of 
such borrowings and to mature in not more than one year after the date 
of issue, or by ``grid'' notes evidencing all outstanding borrowings 
from each lender to be dated as of the date of the initial borrowing 
and to mature not more than one year after the date of issue. Savannah 
proposes that any note evidencing such borrowings may not be 
prepayable, or that it may be prepaid with payment of a premium that is 
not in excess of the stated interest rate on the borrowing to be 
prepaid.
    Borrowings will be at the lender's prevailing rate offered to 
corporate borrowers of similar quality. The rates will not exceed the 
prime rate or (i) LIBOR plus up to 3% or (ii) a rate not to exceed the 
prime rate to be established by bids obtained from the lenders prior to 
a proposed borrowing. Compensation for the credit facilities may be 
provided by fees of up to 1% per annum of the amount of the facility. 
Compensating balances may be used in lieu of fees to compensate certain 
lenders.
    Savannah also proposes to issue and sell commercial paper to or 
through dealers from time-to-time through the Authorization Period. The 
commercial paper would be in the form of promissory notes with varying 
maturities not to exceed 390 days. Actual maturities would be 
determined by market conditions, the effective interest costs of 
issuing such commercial paper, and Savannah's anticipated cash flow, 
including the proceeds of other borrowings, at the time of issuance. 
The commercial paper notes will be issued in denominations of not less 
than $50,000 and will be sold by Savannah directly to or through the 
dealer. The discount rate (or the rate in the case of interest-bearing 
notes), including any commissions, will not be in excess of the 
discount rate per annum (or equivalent interest rate) prevailing at the 
date of issuance for commercial paper of comparable quality of the 
particular maturity sold by issuers to commercial paper dealers.
    Savannah also proposes, through the Authorization Period, to effect 
short-term borrowings in connection with the financing of certain 
pollution control facilities through the issuance by public entities of 
their revenue bond anticipation notes. Under an agreement with each 
public entity, the entity would effectively loan to Savannah the 
proceeds of the sale of such revenue bond anticipation notes, having a 
maturity of not more than one year after date of issue, and Savannah in 
turn would issue Savannah's non-negotiable promissory note. The note 
would provide for payments thereon to be made at times and in amounts 
which shall correspond to the payments with respect to the principal 
of, premium, if any, and interest, which shall not exceed the prime 
rate, on such revenue bond anticipation notes, whenever and in whatever 
manner the same shall become due, whether at stated maturity, upon 
redemption or declaration or otherwise.
    By order dated March 13, 1996 (HCAR No. 26492) (``1996 Order''), 
the Commission authorized Savannah to effect short-term debt borrowings 
prior to January 1, 2003. By order dated November 8, 2000 (HCAR No. 
27273) (``2000 Order'') (and together with the 1996 Order, the 
``Financing Orders''), the Commission authorized Savannah to effect any 
such short-term borrowings through Southern's consolidated commercial 
paper program prior to June 30, 2004. According to the Financing 
Orders, any borrowings under the Financing Orders must be aggregated 
and may not exceed $90 million. At August 14, 2002, borrowings in an 
aggregate principal amount of approximately $29,400,000 were 
outstanding under the Financing Orders.
    The proceeds from the proposed borrowings will be used by Savannah 
for working capital purposes, including the financing in part of its 
construction program. None of the proceeds from any borrowing or from 
the sale of any of the notes will be used by Savannah, directly

[[Page 70266]]

or indirectly, for the acquisition of any interest in an ``exempt 
wholesale generator'' or a ``foreign utility company,'' as those terms 
are defined in sections 32 and 33, respectively. Savannah further 
states that, except as may be otherwise authorized by the Commission, 
any short-term borrowings of Savannah outstanding after March 31, 2006 
will be retired from internal cash resources, the proceeds of equity 
financings or the proceeds of long-term debt.

Mississippi Power Company (70-10082)

    Mississippi Power Company (``Mississippi''), 2992 West Beach, 
Gulfport, Mississippi 39501, an public-utility subsidiary company of 
The Southern Company, a registered holding company, has filed a 
declaration under sections 6(a) and 7 of the Act and rule 54 under the 
Act.
    Mississippi proposes to issue and sell, from time-to-time, through 
March 31, 2006 (the ``Authorization Period'') up to an aggregate 
principal amount at any one time outstanding up to $500 million of the 
following: (1) Short-term and/or term-loan notes to lenders; (2) 
commercial paper to or through dealers; and/or (3) issue non-negotiable 
promissory notes to public entities for their revenue anticipation 
notes.
    Mississippi proposes to borrow from certain banks or other lending 
institutions. The institutional borrowings will be evidenced by notes 
to be dated as of the date of such borrowings and to mature in not more 
than seven years after the date of issue, or by ``grid'' notes 
evidencing all outstanding borrowings from each lender to be dated as 
of the date of the initial borrowing and to mature not more than seven 
years after the date of issue. Mississippi proposes that any note 
evidencing such borrowings may not be prepayable, or that it may be 
prepaid with payment of a premium that is not in excess of the stated 
interest rate on the borrowing to be prepaid.
    Borrowings will be at the lender's prevailing rate offered to 
corporate borrowers of similar quality. Such rates will not exceed the 
lenders prime rate or (i) LIBOR plus up to 3% or (ii) a rate not to 
exceed the prime rate to be established by bids obtained from the 
lenders prior to a proposed borrowing. Compensation for the credit 
facilities may be provided by fees of up to 1% per annum of the amount 
of the facility. Compensating balances may be used in lieu of fees to 
compensate certain of the lenders.
    Mississippi also proposes to issue and sell commercial paper to or 
through dealers from time-to-time through the Authorization Period. 
Such commercial paper would be in the form of promissory notes with 
varying maturities not to exceed 390 days. Actual maturities would be 
determined by market conditions, the effective interest costs of 
issuing such commercial paper, and Mississippi's anticipated cash flow, 
including the proceeds of other borrowings, at the time of issuance. 
The commercial paper notes will be issued in denominations of not less 
than $50,000 and will be sold by Mississippi directly to or through the 
dealer. The discount rate (or the rate in the case of interest-bearing 
notes), including any commissions, will not be in excess of the 
discount rate per annum (or equivalent interest rate) prevailing at the 
date of issuance for commercial paper of comparable quality of the 
particular maturity sold by issuers to commercial paper dealers.
    Mississippi also proposes, through the Authorization Period, to 
effect short-term borrowings in connection with the financing of 
certain pollution control facilities through the issuance by public 
entities of their revenue bond anticipation notes. Under an agreement 
with each such public entity, the entity would effectively loan to 
Mississippi the proceeds of the sale of such revenue bond anticipation 
notes, having a maturity of not more than one year after date of issue, 
and Mississippi in turn would issue Mississippi's non-negotiable 
promissory note. The note would provide for payments thereon to be made 
at times and in amounts which shall correspond to the payments with 
respect to the principal of, premium, if any, and interest, which shall 
not exceed the prime rate, on such revenue bond anticipation notes, 
whenever and in whatever manner the same shall become due, whether at 
stated maturity, upon redemption or declaration or otherwise.
    By order dated March 13, 1996 (HCAR No. 26491) (``1996 Order''), 
the Commission authorized Mississippi to effect short-term borrowings 
prior to January 1, 2003. By order dated November 8, 2000 (HCAR No. 
27273) (``2000 Order'') (and together with the 1996 Order, the 
``Financing Orders''), the Commission authorized Mississippi to effect 
any such short-term borrowings through a Southern consolidated 
commercial paper program prior to June 30, 2004. According to the 
Financing Orders, any borrowings under the Financing Orders must be 
aggregated and may not exceed $350 million. At August 14, 2002, 
borrowings in an aggregate principal amount of approximately 
$14,900,000 were outstanding under the Financing Orders.
    The proceeds from the proposed borrowings will be used by 
Mississippi for working capital purposes, including the financing in 
part of its construction program. None of the proceeds from any 
borrowing or from the sale of any of the notes will be used by 
Mississippi, directly or indirectly, for the acquisition of any 
interest in an ``exempt wholesale generator'' or a ``foreign utility 
company,'' as those terms are defined in sections 32 and 33 of the Act, 
respectively. Mississippi further states that, except as may be 
otherwise authorized by the Commission, any short-term or long-term 
borrowings of Mississippi outstanding after March 31, 2006 and March 
31, 2013, respectively, will be retired from internal cash resources, 
the proceeds of equity financings or the proceeds of short-term or 
long-term debt.

Entergy Louisiana, Inc. (70-10086)

    Entergy Louisiana, Inc. (``Entergy Louisiana''), 639 Loyola Avenue, 
New Orleans, Louisiana 70113, a direct, wholly owned public-utility 
subsidiary company of Entergy Corporation (``Entergy''), a registered 
holding company, has filed an application-declaration under sections 
6(a), 7, 9(a), 10, 12(c), and 12(d) of the Act and rules 42, 44, and 46 
under the Act.

I. Current Financing Authority

    By order dated March 12, 1998 (HCAR No. 26839, ``Prior Order''), 
the Commission authorized Entergy Louisiana to engage in a program of 
external financing and related transactions through December 31, 2002. 
Specifically, the Commission authorized Entergy Louisiana to: (1) Issue 
and sell up to a combined aggregate principal amount of $600 million of 
first mortgage bonds and/or debentures, with maturities not later than 
forty years and fifty years, respectively; (2) issue and sell up to a 
combined aggregate principal amount of $260 million of preferred stock 
and equity-linked securities; and (3) enter into arrangements for the 
issuance and sale of tax-exempt bonds in an aggregate principal amount 
of up to $420 million for the financing of pollution control facilities 
and sewage and/or solid waste disposal facilities, including the 
issuance and pledge of first mortgage bonds issued as collateral 
security for such tax-exempt bonds in an aggregate principal amount of 
up to $455 million (in addition to the $600 million referenced above).

[[Page 70267]]

II. Requested Authority

    Entergy Louisiana requests authority, through March 31, 2006 
(``Authorization Period''), to issue and sell up to an aggregate amount 
of $750 million (``Aggregate Limit'') in any combination of: (1) 
Unsecured long-term indebtedness (``Long-Term Debt''); (2) first 
mortgage bonds (``First Mortgage Bonds''); (3) preferred stock 
(``Preferred Stock''); and (4) other forms of preferred or equity-
linked securities (``Other Securities''). The terms of the proposed 
securities are described below. Generally, the proceeds from sales of 
the proposed securities will be used by Entergy Louisiana for its 
general corporate purposes, including: financing its capital 
expenditures; repaying, redeeming, refunding or purchasing any of its 
securities issued in reliance on rule 42 and/or those securities issued 
on Entergy Louisiana's behalf under section 9(c)(1); and financing its 
working capital requirements.
    Long-Term Debt may be convertible into any other securities of 
Entergy Louisiana (except common stock), and would have a maturity 
ranging between one and fifty years. These securities may be subject to 
optional and/or mandatory redemption, in whole or in part, at par or at 
premiums above the principal amount. Long-Term Debt may be entitled to 
mandatory or optional sinking fund provisions, and may provide for 
reset of the coupon under to a remarketing arrangement. Additionally, 
Long-Term Debt may be issued at fixed or floating rates of interest, 
and may be called from existing investors by a third party. The 
maturity dates, interest rates, redemption and sinking fund provisions 
and conversion features, if any, of Long-Term Debt, as well as any 
associated placement, underwriting or selling agent fees, commissions, 
and discounts, if any, would be established by negotiation or 
competitive bidding. The interest rate on Long-Term Debt would not 
exceed, at the time of issuance, the greater of: (1) 500 basis points 
over U.S. Treasury securities having a remaining term comparable to the 
term of such series, if issued at a fixed rate or, if issued at a 
floating rate, 500 basis points over the London Interbank Offered Rate 
(``LIBOR'') for the relevant interest rate period; and (2) a spread 
over U.S. Treasury securities or LIBOR, as the case may be, that is 
consistent with similar securities of comparable credit quality and 
maturities.
    All First Mortgage Bonds will have maturities ranging between one 
and fifty years. First Mortgage Bonds may be subject to optional and/or 
mandatory redemption, in whole or in part, at par or at premiums above 
the principal amount. They may be entitled to mandatory or optional 
sinking fund provisions and may be issued at fixed or floating rates of 
interest. First Mortgage Bonds may provide for reset of the coupon in 
accordance with a remarketing arrangement and may be called from 
existing investors by a third party. Additionally, they may be backed 
by a bond insurance policy. The interest rate on First Mortgage Bonds 
will not exceed at the time of issuance the greater of: (1) 500 basis 
points over U.S. Treasury securities having a remaining term comparable 
to the term of such series if issued at a fixed rate or, if issued at a 
floating rate, 500 basis points over LIBOR for the relevant interest 
rate period; and (2) a spread over U.S. Treasury securities or LIBOR, 
as the case may be, that is consistent with similar securities of 
comparable credit quality and maturities issued by other companies.
    Entergy Louisiana may issue and sell series of Preferred Stock to 
underwriters for deposit, which would subsequently be delivered to 
purchasers in a public offering. Preferred Stock and Other Securities 
may be issued in one or more series with rights, preferences and 
priorities, including those related to redemption, designated in the 
instrument creating the series. Preferred Stock or Other Securities may 
be redeemable, or may be perpetual in duration. The dividend rate on 
any series of Preferred Stock or Other Securities would not exceed at 
the time of issuance the greater of: (1) 500 basis points over the 
yield to maturity of a U.S. Treasury security having a remaining term 
comparable to the term of such series, if issued at a fixed rate or, if 
issued at a floating rate, 500 basis points over LIBOR for the relevant 
interest rate period; and (2) a rate that is consistent with similar 
securities of comparable credit quality and maturities. Dividends or 
distributions on Preferred Stock or Other Securities may be made 
subject to terms that allow the issuer to defer dividend payments for 
specified periods.
    Entergy Louisiana requests authority to acquire during the 
Authorization Period all of the outstanding ownership interests of 
special purpose subsidiaries (``SPEs''), through which Entergy 
Louisiana would issue and sell Other Securities. Entergy Louisiana 
would hold the ownership interests of an SPE directly or indirectly. 
SPEs may be organized in any of the following corporate forms: A 
limited liability company; a limited partnership; a business trust; or 
any other domestic entity or structure considered advantageous by 
Entergy Louisiana.
    Entergy Louisiana also requests authority to: (1) Acquire financing 
subsidiaries (``Financing Subsidiaries''), which would hold Entergy 
Louisiana's ownership interests in SPEs and, as discussed below, 
facilitate the issuance of Other Securities; and (2) acquire directly, 
or through a Financing Subsidiary, all of the ownership interests of 
one or more special purpose subsidiaries organized to hold certain 
types of ownership interests in SPEs (``Partner Subs''). Partner Subs 
would be created to hold: (1) Membership interests of an SPE where 
applicable State law requires that a limited liability company have at 
least two members; and (2) general partnership and/or limited 
partnership interests in an SPE to ensure that an SPE has a limited 
partner as may be required under applicable State law.
    Entergy Louisiana, a Financing Subsidiary, and/or a Partner Sub 
would acquire all of the ownership interests of an SPE for an amount 
not less than the minimum required by applicable law.\8\ Entergy 
Louisiana requests authority to issue and sell Other Securities either 
directly or through SPEs. Entergy Louisiana would finance any indirect 
issuance of Other Securities by directly, or through a Financing 
Subsidiary, issuing and selling to an SPE unsecured subordinated 
debentures, unsecured promissory notes or other unsecured debt 
instruments (``Notes'') governed by an indenture or other document. In 
turn, that SPE would use the Equity Contribution and proceeds from its 
sale of Other Securities (collectively, ``Proceeds'') to purchase those 
Notes. Alternatively, Entergy Louisiana and/or a Financing Subsidiary 
would enter into a loan agreement or agreements with a SPE under which 
the SPE would loan to Entergy Louisiana and/or a Financing Subsidiary 
the Proceeds from time to time, and Entergy Louisiana and/or the 
Financing Subsidiary would issue to the SPE Notes in an amount equal to 
the Proceeds. The terms (e.g., interest rate, maturity, amortization, 
prepayment terms, default provisions, etc.) of all Notes would 
generally be designed to parallel the terms of the Other Securities to 
which the Notes relate, and so the maximum principal amount of Notes 
issued would not exceed the Proceeds. Correspondingly, Entergy 
Louisiana requests authority to issue and sell Notes directly and 
indirectly through a

[[Page 70268]]

Financing Subsidiary to the SPEs. Additionally, Entergy Louisiana 
requests authority for the Financing Subsidiaries and/or SPEs to 
transfer (directly or indirectly) the proceeds from sales of Other 
Securities to Entergy Louisiana, resulting in the payment of dividends 
out of capital to Entergy Louisiana.
---------------------------------------------------------------------------

    \8\ The aggregate amount of this investment by Entergy 
Louisiana, a Financing Subsidiary, and/or a Partner Sub is referred 
to here as the ``Equity Contribution.''
---------------------------------------------------------------------------

    Solely in connection with the issuance of Other Securities by a 
SPE, Entergy Louisiana and the Financing Subsidiaries also request 
authority to guarantee: (1) Payment of dividends or distributions on 
Other Securities by the SPE if and to the extent the SPE has funds 
legally available; (2) payments to the holders of such securities due 
upon liquidation of the SPE or redemption of the Other Securities of 
the SPE; and (3) certain additional amounts that may be payable in 
respect of such Other Securities. Entergy Louisiana also requests 
authority to provide credit support for any guaranty that is provided 
by a Financing Subsidiary.
    Entergy Louisiana also requests authority through the Authorization 
Period to enter into arrangements (``Arrangements'') with one or more 
government authorities (each, ``Issuer'') to issue and sell on behalf 
of the company up to an aggregate amount of $420 million of tax exempt 
bonds (``Tax-Exempt Bonds'') under one or more trust indentures 
(collectively, ``Indentures'') between the Issuer(s) and one or more 
trustees.\9\ Under the Arrangements, Entergy Louisiana would be 
obligated to make payments sufficient to provide for payment by the 
Issuer(s) of the principal or redemption price of, premium (if any) and 
interest on, and other amounts owing with respect to the Tax-Exempt 
Bonds, together with related expenses. Proceeds from the sale of the 
Tax-Exempt Bonds would be applied to financing, or refinancing existing 
tax-exempt bonds issued for the purpose of financing, certain Entergy 
Louisiana pollution control facilities and/or sewage or solid waste 
disposal facilities (``Facilities'').
---------------------------------------------------------------------------

    \9\ Arrangements would consist of leases, subleases, installment 
sale agreements, or other agreements (collectively, ``Facilities 
Agreement'') or, alternatively, one or more refunding agreements 
(each, ``Refunding Agreement'')
---------------------------------------------------------------------------

    Under the Arrangements, Entergy Louisiana may be required to issue 
and pledge first mortgage bonds (``Collateral Bonds'') as collateral 
for the Tax-Exempt Bonds. Correspondingly, Entergy Louisiana requests 
authority through the Authorization Period to issue and sell up to an 
aggregate amount of $470 million of Collateral Bonds.\10\ Under the 
terms of the Facilities Agreement, the Issuer(s) may purchase from 
Entergy Louisiana the subject Facilities, and Entergy Louisiana would 
then repurchase the Facilities from the Issuer(s). Correspondingly, 
Entergy Louisiana requests authority through the Authorization to sell 
the Facilities, which are utility assets.
---------------------------------------------------------------------------

    \10\ The proposed $470 million of Collateral Bonds is in 
addition to the Aggregate Limit.
---------------------------------------------------------------------------

    Each series of Tax-Exempt Bonds would have a maturity ranging from 
one to forty years. Additionally, Tax-Exempt Bonds may: (1) Be subject 
to optional and/or mandatory redemption at par or at premiums above the 
principal amount; (2) be subject to mandatory or optional sinking fund 
provisions; (3) provide for reset of the coupon in accordance with a 
remarketing arrangement; (4) be issued at fixed or floating rates of 
interest; (5) be called from existing investors by a third party; (6) 
be backed by a municipal bond insurance policy; (7) be supported by 
credit support such as a bank letter of credit and reimbursement 
agreement; and (8) may be supported by a subordinated lien on the 
facilities related to the Tax-Exempt Bonds. The maturity dates, 
interest rates, redemption and sinking fund provisions and conversion 
features, if any, with respect to Tax-exempt Bonds of a particular 
series, as well as any associated placement, underwriting or selling 
agent fees, commissions and discounts, if any, will be established by 
negotiation or competitive bidding. The interest rate on Tax-Exempt 
Bonds would not exceed at the time of issuance the greater of: (1) 400 
basis points over U.S. Treasury securities having a remaining term 
comparable to the term of such series if issued at a fixed rate or, if 
issued at a floating rate, 400 basis points over LIBOR for the relevant 
interest rate period; and (2) a spread over U.S. Treasury securities or 
LIBOR, as the case may be, that is consistent with similar securities 
of comparable credit quality and maturities issued on behalf of 
companies.
    Entergy Louisiana represents that it would not issue any of the 
proposed securities if, as a consequence of the issuance, the common 
equity component of the company's capital structure would comprise less 
than thirty percent of its total capitalization. Entergy Louisiana also 
represents that it would not publicly issue any senior secured 
indebtedness that is rated by any nationally recognized statistical 
rating organization (``nationally recognized statistical rating 
organization''), as that term is used in paragraphs (c)(2)(vi)(E), (F) 
and (H) of rule 15c3-1 under the Securities Exchange Act of 1934, 
unless the securities are rated at the investment grade level as 
established by at least one such nationally recognized statistical 
rating organization, except for: (1) New debt issued to refund or 
redeem existing debt that, if voluntarily refunded is at a lower 
effective after-tax cost of money, (b) debt issued to replace currently 
maturing debt; or (2) privately-placed debt.

American Electric Power Service Corporation (70-10092)

    American Electric Power Service Corporation (``AEP Service''), a 
New York corporation, 1 Riverside Plaza, Columbus, Ohio 43215, and a 
wholly owned subsidiary of American Electric Power Company Inc., a New 
York corporation (``AEP'') and a registered holding company under the 
Act, has filed an application-declaration (``Application'') under 
sections 9(a), 10 and 11 of the Act and rule 54 under the Act.
    AEP Service seeks an extension of the authority granted in previous 
orders to license and sell to nonassociate entities specialized 
computer programs and to provide support services to licensees and 
entities that have purchased this software. The authority is sought for 
the period through December 31, 2008 (``Authorization Period'').
    By order dated August 10, 1990 (HCAR No. 35-25132), the Commission 
authorized Central and South West Services Inc., a Delaware corporation 
(``CSW Services'') to license and sell to nonassociate entities through 
December 31, 1992, specialized computer programs and to provide support 
services to licensees and entities that purchased the software. Support 
services included program enhancements and problem resolution. CSW 
Services was merged into AEP Service on December 31, 2000, as described 
below. By order dated December 18, 1992 (HCAR No. 35-25132), the 
Commission authorized CSW Services to license and sell to nonassociate 
entities through December 31, 1994, specialized computer programs and 
to provide support services to licensees and entities that purchased 
such software. These support services were to be sold to nonassociate 
entities for an amount not less than CSW Services' cost. By order dated 
December 28, 1994 (HCAR No. 35-26206), the Commission extended the term 
of the authority granted to CSW Services in the above described orders 
and granted CSW Services the authority through December 31, 1997, to 
make expenditures up to $1 million per calendar year and $250,000 per 
project

[[Page 70269]]

to develop or change software for nonassociate entities, to market 
software, services, and reserve computer capacity and to add up to ten 
employees to support these activities. The order also authorized CSW 
Services to sell reserve computer capacity (in amounts up to 50% of its 
total capacity) and provide data management services to nonassociate 
entities, largely customers of its associate public utility companies. 
By order dated December 11, 1997 (HCAR No. 35-26795), the Commission 
extended the authorization granted in the previous order through 
December 31, 2002. By order dated June 14, 2000 (HCAR 35-27186), AEP 
was authorized to acquire by merger all of the outstanding common stock 
of Central and South West Corporation, a registered holding company and 
the parent of CSW Services. By that order, CSW Services was merged into 
AEP Service and the authority granted to CSW Services in HCAR No. 35-
26206 was vested in AEP Service.
    AEP Service is party to a Software Distribution and License 
Agreement with a corporation for the licensing and distribution and 
support for a software system and method for managing special or 
complex billing for larger utility customers or commodity/service 
providers. As the authority granted in HCAR No. 35-26206 expires 
December 31, 2002, AEP Service requests that the Commission authorize 
it to:
    (1) License and sell to nonassociates through December 31, 2008, 
specialized computer programs;
    (2) Provide support services to licensees and entities that 
purchase its software, including program enhancements and problem 
resolution;
    (3) Make expenditures up to $1 million per calendar year and 
$250,000 per project to develop or change software, to market software 
and services;
    (4) Sell reserve computer capacity (in amounts up to 50% of its 
total capacity); and
    (5) Provide data management services to nonassociate entities.

Entergy Louisiana, Inc. (70-10098)

    Entergy Louisiana, Inc. (``ELI''), 4809 Jefferson Highway, 
Jefferson, Louisiana 70121, a wholly owned electric public utility 
subsidiary of Entergy Corporation (``Entergy''), a registered holding 
company, has filed a declaration (``Declaration'') under section 12(c) 
of the Act and rules 42, 46, 53, and 54 under the Act.
    ELI states that it maintains a purchased power contract (``Power 
Contract'') with Catalyst Old River Hydroelectric Limited Partnership. 
Under Internal Revenue Code Section 475, ELI was able to elect to take 
a mark-to-market tax deduction of approximately $2.316 billion in 
association with the Power Contract and in conjunction as part of the 
Entergy Corporation consolidated tax return for the tax year ending 
December 31, 2001. This election is expected to provide a cash flow 
benefit to ELI of approximately $700-$800 million during the fourth 
quarter of 2002. As of June 30, 2002, ELI had retained earnings of 
approximately $193 million. Subsequent to receipt of the cash flow 
benefit, but prior to December 31, 2003, ELI proposes to make one or 
more dividend payments to Entergy from capital surplus or to repurchase 
up to 46,000,000 shares of ELI's common stock from Entergy, provided 
that the aggregate of the dividends and common stock repurchases will 
not exceed $350 million (``Transaction Limit''). ELI states that it 
will pay book value for each share of common stock that it 
repurchases.\11\
---------------------------------------------------------------------------

    \11\ Applicant defines book value per share as $7.75 per share 
at June 30, 2002.
---------------------------------------------------------------------------

    ELI represents that, upon effecting any of the proposed dividend 
payments or common stock repurchase transactions, its common equity 
capital will not fall below thirty percent of its total consolidated 
capitalization. ELI further represents that its cash position after any 
payments or repurchase will be sufficient to allow it to continue to 
meet its projected capital requirements and other obligations.
    ELI further states that certain supplemental indentures under ELI's 
April 1, 1944 Mortgage and Deed of Trust contain covenants (``Dividend 
Covenants'') generally limiting the aggregate amount of dividends/
distributions on ELI's common stock and repurchases by ELI of its 
common stock to the sum of (a) the aggregate amount credited to earned 
surplus subsequent to the date of the applicable supplemental 
indenture, (b) a specific dollar amount set forth in the applicable 
supplemental indenture, and (c) ``such additional amounts as shall be 
authorized or approved, upon application by [ELI], by the Securities 
and Exchange Commission, or by any successor commission thereto, under 
the Public Utility Holding Company Act of 1935.'' ELI states that it 
anticipates that the aggregate amount of dividends or common stock 
purchases proposed in this Declaration will reduce the amount available 
to pay dividends under these Dividend Covenants by a like amount. 
Accordingly, ELI requests that the Commission specifically authorize or 
approve ``such additional amounts'' of dividends or common stock 
purchases as may be necessary to implement the dividends and stock 
repurchase activities up to the $350 million Transaction Limit for 
purposes of each applicable Dividend Covenant.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 02-29592 Filed 11-20-02; 8:45 am]
BILLING CODE 8010-01-U