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U.S. Securities and Exchange Commission

Holding Company Act Release 27572


(Release No. 35-27572; 70-9757)

Entergy Mississippi, Inc.

Supplemental Order Authorizing Increase in Underwriters' Fees

October 1, 2002

Entergy Mississippi, Inc. ("EMI"), Jackson, Mississippi, an electric public-utility subsidiary company of Entergy Corporation ("Entergy"), a registered holding company, has filed with the Securities and Exchange Commission ("Commission") a post-effective amendment to its application-declaration ("Application") previously filed under sections 6(a), 7, 9(a), 10 and 12(d) of the Public Utility Holding Company Act of 1935, as amended ("Act") and rules 42 and 44 under the Act. The Commission issued a notice of the post-effective amendment on September 4, 2002 (HCAR No. 27565).

By order dated December 26, 2000 (HCAR No. 27317), EMI was authorized, among other things, from time to time through December 31, 2003, to issue and sell up to (i) $540 million of EMI's first mortgage bonds ("Bonds") and/or EMI's debentures ("Debentures"); (ii) $50 million of preferred securities of a subsidiary of EMI ("Entity Interests") and/or EMI's preferred stock ("Preferred Stock"); (iii) $46 million of tax-exempt bonds ("Tax-Exempt Bonds") to be issued by the appropriate governmental authority, including the pledge of bonds up to $52 million as security; and (iv) $100 million of municipal securities ("Municipal Securities") issued by the appropriate municipal entity.

Fees, commissions and expenses of the underwriters to be incurred in connection with the Bonds, Debentures, Preferred Stock and Tax-Exempt Bonds were estimated not to exceed 2% of the principal amount to be sold, and in the case of Entity Interests and Debentures issued under a subordinated debenture indenture, 3.25% of the principal amount to be sold.

EMI states that current market conditions require an increase above the 2% of principal amount of underwriters' fees, commissions and expenses to effect sales into the retail securities markets.

EMI now requests authorization to increase the fees, commissions and expenses of the underwriters to be incurred in connection with the issuance and sale of Bonds, Debentures, Debentures issued under a subordinated debenture indenture, Preferred Stock, Entity Interests, Tax-Exempt Bonds and Municipal Securities. The fees, commissions and expenses are expected not to exceed the lesser of 3.25% of the principal amount of the Bonds, Debentures, Entity Interests, Preferred, Debentures issued under the Subordinated Debenture Indenture, Tax-Exempt Bonds or Municipal Securities, respectively, to be sold or those generally paid at the time of pricing for sales of first mortgage bonds, debentures, subsidiary interests, preferred stock, subordinated indenture debentures, tax-exempt bonds or municipal securities, respectively, having the same maturity, issued by companies of comparable credit quality and having similar terms, conditions and features.

IT IS ORDERED, under the applicable provisions of the Act and the rules under the Act, that the post-effective amendment to the Application be granted and permitted to

become effective immediately, subject to the terms and conditions prescribed in rule 24 under the Act.

For the Commission, by the Division of Investment Management, under delegated authority.


Margaret H. McFarland
Deputy Secretary



Modified: 07/21/2003