SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date earliest event reported) May 1, 2002
Commission Registrant, State of Incorporation, I.R.S. Employer
File Number Address and Telephone Number Identification No.
1-11299 ENTERGY CORPORATION 72-1229752
(a Delaware corporation)
639 Loyola Avenue
New Orleans, Louisiana 70113
Telephone (504) 576-4000
Form 8-K
Item 5. Other Events and Regulation FD Disclosure
Section 16(a) reporting officers of Entergy Corporation may be entering
into equally-sized purchases and sales of the Common Stock of Entergy
as a means of managing their compensation under Entergy's Equity
Ownership Plan. As a result of these transactions, the officers will
convert presently exercisable stock options into an equivalent total of
(1) phantom stock units and (2) reload stock options.
The shareholders of Entergy approved the Equity Ownership Plan in 1998.
Under it, the Personnel Committee of the Board recently made available
to executives the ability to exercise stock options and to defer the
taxable gain into phantom stock units. The value of each unit is based
on the price of a share of Entergy common stock and fluctuates with the
market price of Entergy stock. Upon redemption of phantom stock units,
an executive receives an equivalent number of Entergy shares.
In order to exercise an option with gain deferral, an executive must
pay the exercise price of the option with specified Entergy shares,
including those purchased in the open market. Upon exercise, he or she
retains the shares used to pay the exercise price and is credited with
phantom stock units representing the difference between the current
market value of Entergy stock and the exercise price of the options.
The executive also receives reloaded options to purchase a number of
Entergy shares equal to the number of shares used to pay the exercise
price. The strike price for each reload option is equal to the market
price of a share of Entergy stock at the time the reload option is
granted.
After exercising options, the executive may sell the shares used to
exercise the options in the open market. After the purchase of stock,
exercise of the options and sale of the stock, the executive has a
total number of phantom units and stock options equal to the number of
original stock options that were exercised.
For example: an executive holds options to buy 200 shares of Entergy
stock at a price of $20 per share, and the current market price of
Entergy stock is $40. The executive buys 100 shares in the open market
in order to exercise his options. When he exercises the options, he
retains the 100 shares and receives 100 phantom share units and a
reload option for 100 shares exercisable at a price of $40 per share.
The executive then sells the 100 shares he used to pay the exercise
price.
Prior to the option exercise, the executive held 200 options, the value
of which varied with the changing price of Entergy common stock.
Following option exercise with gain deferral, the executive holds 100
phantom units and 100 options, the value of each of which varies with
the changing price of Entergy common stock.
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Officers, of course, may sell or purchase other positions in Entergy
stock, or engage in variations of the above-described transactions, and
if they choose to do so, they may change their overall stock position.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Entergy Corporation
By: /s/ Michael G. Thompson
Michael G. Thompson
Executive Vice President and
General Counsel
Dated: May 1, 2002