[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
