File No. 70-9189
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________
FORM U-1
______________________________________
POST-EFFECTIVE AMENDMENT #4
TO
APPLICATION-DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
______________________________________
Entergy Corporation
639 Loyola Avenue
New Orleans, Louisiana 70113
(Name of company filing this statement and
address of principal executive offices)
______________________________________
Entergy Corporation
(Name of top registered holding company parent
of applicant or declarant)
C. John Wilder
Executive Vice President and
Chief Financial Officer
639 Loyola Avenue
New Orleans, Louisiana 70113
(Name and address of agent for service)
The Commission is also requested to send copies of any
communications in connection with this matter to:
John M. Adams, Jr., Esq.
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, Louisiana 70113
Items 1, 2, 3, 5, 6, and 7 of this Application-Declaration
are hereby amended and restated as follows:
Item 1. Description of Proposed Transactions.
Entergy Corporation ("Entergy"), a public utility holding
company registered with the Securities and Exchange Commission
("Commission") under the Public Utility Holding Company Act of
1935, as amended (the "Act"), hereby amends its application,
proposing certain transactions relating to the re-approval by
shareholders of the Amended and Restated 1998 Equity Ownership
Plan of Entergy Corporation and Subsidiaries ("Equity Plan"), as
more fully described herein, to maintain compliance with Section
162(m) of the Internal Revenue Code.
The Equity Plan will be an amendment and restatement of
Entergy's current Equity Ownership Plan (the "1998 Plan") which
was approved by its stockholders in 1998 and authorized by the
Commission pursuant to an Order, dated July 10, 1998 (Release No.
35-26895), in Commission file number 70-9189.
A. Description of Equity Plan
Under the Equity Plan, awards may be granted to certain
designated officers and executive personnel ("key employees") of
Entergy and those companies with respect to which Entergy owns,
or directly or indirectly controls, a majority of the combined
voting power (hereinafter, the "Subsidiaries") and members of the
Board of Directors of Entergy who are not otherwise employed by
Entergy or the Subsidiaries. The purpose of the Equity Plan is to
give key employees and outside directors an opportunity to
acquire shares of the Common Stock, $0.01 par value, of Entergy
("Common Stock"), to more closely tie the interests of key
employees and outside directors to those of Entergy's
stockholders, and to reward the effective leadership of Entergy
and the Subsidiaries through the use of equity incentives. Key
employees are those who, in the opinion of the Committee (as
defined below), have significant responsibility for the continued
growth, development and financial success of Entergy and the
Subsidiaries.
The Equity Plan provides for several mechanisms for building
the equity holdings of key employees and outside directors. These
mechanisms include: (1) stock options, which may be either
nonstatutory stock options or incentive stock options as provided
in Section 422 of the Code ("Options"); (2) shares of Common
Stock, which vest over a period of time ("Restricted Shares");
(3) Units which are awarded upon attainment of specified
performance goals and are payable in cash ("Performance Units");
or (4) equity awards in the form of phantom stock units also
payable in cash ("Equity Awards"). The Committee may select from
among these mechanisms when making awards under the Equity Plan.
The Equity Plan makes a maximum of 15,000,000 shares of
Common Stock available for awards, and approximately 7,100,000
shares have already been awarded. This leaves approximately
7,900,000 shares available under the Plan, subject to adjustment
due to stock dividends, stock splits, recapitalizations, mergers,
consolidations or other reorganizations. Shares of Common Stock
awarded under the Equity Plan may be either authorized but
unissued shares or shares acquired in the open market. Shares of
Common Stock 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 Stock 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, such shares shall become available for subsequent awards
under the Equity Plan. Certain provisions of the Equity Plan
call for accelerated payments should a change of control occur.
The proposed Equity Plan would make several revisions to the
1998 Plan. First, two of the four award types, performance units
and equity awards, are to be paid only in cash. The provisions
relating to the Options have been revised in a number of
respects, the most significant of which are that top executives
must retain at least 75% of their after tax net profit from
option exercise in Company stock until the earlier of 60 months
or termination of their full-time employment with the Company,
reloads are no longer available under the Equity Plan, and the
Personnel Committee would no longer have authority to re-price
Options after grant. Also, while the was no cap on Restricted
Share grants under the 1998 Plan, the proposed Equity Plan places
a cap on the aggregate number of Restricted Shares that may be
granted under the Plan equal to 1,500,000 shares. In addition,
under the proposed Equity Plan, there is now a cap on the total
value of all Performance Units available to be granted to 162m
participants in any Performance Period, equal to 1% of operating
cash flow, which is in addition to the cap on the value of
Performance Units available to any one individual during a single
Performance Period, equal to units having a value of .5% of
operating cash flow for the performance period. Performance
Shares have been eliminated. Finally, under the proposed Equity
Plan, payments made to certain executives are allowed to be
deferred into the Company's Executive Deferral Compensation Plan,
and authority is granted to the Committee or its delegee to
determine whether other investment options should be available
for amounts held in Equity Plan deferral accounts. All of these
changes would only apply to grants or elections made after the
effective date, which is February 13, 2003 if the Equity Plan is
approved by shareholders.
The Equity Plan will be administered by the Personnel
Committee of the Board of Directors of Entergy or such other
committee ("Committee") as the Board may determine is qualified,
to the extent required, to administer the Equity Plan in
accordance with applicable New York Stock Exchange rules and Rule
16b-3 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). The Committee will have the full power under the
Equity Plan to select from among eligible key employees and
outside directors 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 Committee will also have the exclusive authority to interpret
the Equity Plan.
For further information concerning the Equity Plan,
reference is made to Exhibit A-4 hereto.
C. Issuance of Securities
Entergy has registered the securities to be issued or sold
under the Equity Plan under the Securities Act of 1933, as
amended, which registration statement can be found at SEC File
No. 333-75097.
D. Solicitation of Proxies
In accordance with the requirements of Section 162(m) of the
Internal Revenue Code, the Equity Plan will be submitted to the
stockholders of Entergy for approval at the Annual Meeting of
Stockholders to be held May 9, 2003. Such approval requires the
affirmative vote of the holders of a majority of the shares of
Common Stock cast on this matter. Entergy proposes to solicit
proxies from its stockholders for use at the 2003 Annual Meeting
with respect to the approval of the Equity Plan. Authority is
hereby requested pursuant to Section 12(e) of the Act and Rule 62
thereunder for Entergy to engage in such solicitation. Exhibit I-
1 hereto contains information with respect to the manner in which
the solicitation of proxies is proposed to be made and includes a
description of the proposed Equity Plan to be submitted and acted
upon at the Annual Meeting. A form of Proxy proposed to be sent
to stockholders is filed as Exhibit I-2 hereto. Entergy proposes
to mail its proxy solicitation material on or about March 31,
2003, to stockholders of record on March 12, 2003.
In order to permit sufficient time for the preparation and
mailing of such solicitation material, Entergy hereby requests
that the Commission issue an order pursuant to Rule 62(d) under
the Act, concurrent with the publication of the Notice of the
transactions proposed herein, authorizing Entergy to solicit
proxies from its stockholders for approval of the Equity Plan.
E. Compliance with Rules 53 and 54
Entergy hereby represents that, pursuant to Rule 54 under
the Act, all of the criteria of Rule 53(a) and (b) are satisfied.
Item 2. Fees, Commissions and Expenses.
The fees, commissions, and expenses estimated to be incurred
in connection with the proxy solicitation will be supplied by
amendment.
Item 3. Applicable Statutory Provisions.
It is believed that Section 12(e) of the Act and Rules 61,
62 and 65 thereunder are applicable to the proposed transactions.
To the extent that the transactions proposed herein are
considered by the Commission to require authorization, approval
or exemption under any section of the Act or provision of the
rules or regulations thereunder other than those specifically
referred to herein, request for such authorization, approval or
exemption is hereby made
Item 4. Regulatory Approval.
No state regulatory body or agency and no Federal
commission or agency other than this Commission has jurisdiction
over the transactions proposed herein.
Item 5. Procedure.
Entergy hereby requests that the Commission issue its order
pursuant to Rule 62(d) under the Act authorizing Entergy to
solicit proxies for use at Entergy's 2003 Annual Meeting of
Stockholders in connection with the approval of the Equity Plan
at the earliest practicable date, but in any event no later than
March 31, 2003, and that the Commission issue its subsequent
order approving the issuance by Entergy of the various securities
provided under the Equity Plan, as described herein, no later
than May 9, 2003. Entergy hereby waives a recommended decision by
a hearing officer or any other responsible officer of the
Commission; agrees that the Staff of the Division of Investment
Management may assist in the preparation of the Commission's
decision; and requests that there be no waiting periods between
the issuance of the Commission's orders and the dates upon which
they are to become effective.
Item 6. Exhibits and Financial Statements.
a. Exhibits:
*A-1 - Certificate of Incorporation of Entergy (filed as
Exhibit A-1(a) to Rule 24 Certificate in 70-8059).
*A-2 - By-Laws of Entergy, as presently in effect (filed
as Exhibit A-2(a) to Rule 24 Certificate in 70-
8059).
*A-3- 1998 Equity Ownership Plan of Entergy Corporation
and Subsidiaries (filed as Exhibit A-3 to Form U-1
in 70-9189) .
A-4 - Amended and Restated 1998 Equity Ownership Plan of
Entergy Corporation and Subsidiaries.
B - Not Applicable.
*C - Registration Statement with respect to the Equity
Plan (filed as SEC File No. 333-75097).
D - Not Applicable.
E - Not Applicable.
*F - Opinion of Laurence M. Hamric, Esq., counsel for
Entergy(filed as Exhibit F to Form U-1 in 70-9189).
G - Not Applicable.
*H Suggested form of 1998 Notice of Proposed
Transactions, including Order permitting
solicitation of proxies (filed as Exhibit H to
Form U-1 in 70-9189).
*I-1 - Proposed Excerpts from Proxy Statement relating to
1998 Equity Plan (filed as Exhibit I-1 to Form U-1
in 70-9189).
*I-2 - Proposed form of 1998 Proxy (filed as Exhibit I-2
to Form U-1 in 70-9189).
**I-3 Proposed Excerpts from Proxy Statement relating to
Equity Plan.
**I-4 Proposed form of Proxy.
* Incorporated herein by reference as indictated.
** To be supplied by amendment.
(b) Financial Statements: Financial Statements are omitted
since they are not deemed relevant or
necessary for a proper disposition of the
proposed transactions by the Commission.
Item 7. Information as to Environmental Effects.
a. As more fully described in Item 1, the proposed
transactions subject to the jurisdiction of the Commission
relate only to the solicitation of proxies and issuance and
sale of securities, and do not involve a major Federal
action having a significant impact on the human environment.
b. Not applicable.
SIGNATURES
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned companies have duly
caused this statement to be signed on their behalf by the
undersigned thereunto duly authorized.
ENTERGY CORPORATION
/s/ Steven C. McNeal
By Steven C. McNeal
Vice President and Treasurer
Dated: February 14, 2003