(As filed January 4, 2001)
File No. 70-9723
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________
Amendment No. 3
on
FORM U-1/A
APPLICATION/DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
_________________________________________________________
Entergy Corporation
639 Loyola Avenue
New Orleans, LA 70113
(Name of company filing this statement and address of principal
executive office)
_____________________________________________________
Entergy Corporation
(Name of top registered holding company parent)
______________________________________________________
C. John Wilder
Executive Vice President and
Chief Financial Officer
Entergy Corporation
639 Loyola Avenue
New Orleans, LA 70113
(Name and address of agent for service)
________________________________________________________
The Commission is requested to send copies of all notices, orders and
communications in connection with this Application or Declaration to:
Christopher J. Bernard William T. Baker, Jr.
Entergy Power Marketing Corp. Thelen Reid & Priest LLP
Parkwood 2 Building 40 West 57th Street, Suite 2500
10055 Grogans Mills Road New York, New York 10019
The Woodlands, Texas 77380
Elizabeth A. Martin, Senior Counsel
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, LA 70113
The Application-Declaration filed in this proceeding on July
25, 2000, as amended by Amendment No. 1, filed September 5, 2000,
and Amendment No.2, filed October 20, 2000, is hereby further
amended as follows:
1. Item 3.1.3 - Rule 54 Analysis, is amended to read as
follows:
The transactions proposed herein are also subject to Section
32(h)(4) of the Act and Rule 54 thereunder. Rule 54 provides
that, in determining whether to approve any transaction that does
not relate to an "exempt wholesale generator" ("EWG") or "foreign
utility company" ("FUCO"), the Commission shall not consider the
effect of the capitalization or earnings of any subsidiary which
is an EWG or FUCO upon the registered holding company system if
paragraphs (a), (b) and (c) of Rule 53 are satisfied.
Rule 53(a)(1) limits a registered holding company's
financing of investments in EWGs if such holding company's
"aggregate investment" in EWGs and FUCOs exceeds 50% of its
"consolidated retained earnings." On June 13, 2000, the
Commission issued an order modifying certain previous orders
issued to Entergy in order to permit Entergy to use the proceeds
of financing to invest in EWGs and FUCOs in an amount up to 100%
of "consolidated retained earnings." See Entergy Corporation,
Holding Co. Act Release No. 27184 (June 13, 2000). Entergy's
"aggregate investment" (as defined in Rule 53(a)(1)(i)) in all
EWGs and FUCOs is currently equal to 15.2% of Entergy's
"consolidated retained earnings" (as defined in Rule
53(a)(1)(ii)) for the four quarters ended September 30, 2000
($2,949,964,000). In addition, Entergy has complied and will
comply with the record-keeping requirements of Rule 53(a)(2), the
limitation under Rule 53(a)(3) on the use of the Entergy system's
domestic public-utility company personnel to render services to
EWGs and FUCOs, and the requirements of Rule 53(a)(4) concerning
the submission of copies of certain filings under the Act to
retail regulatory commissions. At the present time, therefore,
Entergy satisfies all of the requirements of Rule 53(a).
Further, none of the circumstances described in Rule 53(b) has
occurred or is continuing.
2. Item 4 - Regulatory Approvals, is amended to read as
follows:
No state commission and no federal commission, other than
this Commission, has jurisdiction over Entergy's acquisition of
an interest in Entergy-Koch. The FERC has jurisdiction under the
Federal Power Act over and has approved the merger of the power
marketing operations of EPMC and KET. The order of the FERC is
filed for informational purposes as Exhibit D-3 hereto. In
addition, the pre-notification requirements of the Hart-Scott-
Rodino Antitrust Improvements Act of 1976 may apply to certain
future acquisitions of Energy-Related Assets by Entergy,
depending upon, among other factors, the dollar amount of any
such transaction. Entergy will not consummate any acquisition of
Energy-Related Assets or of the equity securities of any company
substantially all of whose assets consist of Energy-Related
Assets unless it has obtained all other applicable state or
federal regulatory approvals.
3. The following exhibits and financial statements are
hereby filed as part of Item 6 - Exhibits and Financial
Statements:
A. Exhibits.
D-1 Joint Application of Entergy Power Marketing Corp.
and Koch Energy Trading, Inc. before Federal Energy
Regulatory Commission for Authorization to Merge,
Consolidate and Organize Facilities (2 volumes)
(Form SE/Paper Format).
D-2 Response of Entergy Power Marketing Corp. and Koch
Energy Trading, Inc. to FERC Staff Data Request
(Form SE/Paper Format).
D-3 Order Authorizing Disposition of Jurisdictional
Facilities (Form SE/Paper Format).
F Opinion of Counsel.
B. Financial Statements.
1.1 Balance Sheet of Entergy and consolidated
subsidiaries, as of September 30, 2000
(incorporated by reference to the Quarterly Report
on Form 10-Q of Entergy for the period ended
September 30, 2000) (File No. 1-11299).
1.2 Statement of Income of Entergy and consolidated
subsidiaries for the period ended September 30,
2000 (incorporated by reference to the Quarterly
Report on Form 10-Q of Entergy for the period
ended September 30, 2000) (File No. 1-11299).
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, as amended, the undersigned company has duly
caused this statement to be signed on its behalf by the
undersigned thereunto duly authorized.
Entergy Corporation
By: /s/ Michael G. Thompson
Name: Michael G. Thompson
Title: Senior Vice President, General Counsel
and Secretary
Date: January 4, 2001