George R. and Donelle C. Hawthorne - Page 4




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               common stockholders is $250 million, and the agreement                  
               provides for the proration of cash in the event that                    
               GSU stockholders elect, in the aggregate, to receive                    
               more cash than the $250 million.                                        
                 *       *       *        *       *       *       *                    
               Each of the shares of GSU preferred stock outstanding                   
               at closing will continue as outstanding stock of GSU.                   
               Each share of Entergy common stock will be converted                    
               into the right to receive one share of new holding                      
               company common stock.                                                   
               Cash Distributions From Centerior Energy                                
               Corporation and Portland General Corporation                            
               During 1993, Mr. Hawthorne owned shares of common stock of              
          Centerior Energy Corporation (Centerior Energy).  During that                
          year, Centerior Energy paid Mr. Hawthorne $1,440 with respect to             
          those shares, $830.09 of which it reported as "Ordinary divi-                
          dends" in Form 1099-DIV CORRECTED for 1993 and $609.91 of which              
          it reported in that form as "Nontaxable distributions".  Mr.                 
          Hawthorne received Form 1099-DIV CORRECTED for 1993 after peti-              
          tioners filed their 1993 return.                                             
               During 1993, Mr. Hawthorne owned shares of common stock of              
          Portland General Corporation (Portland General).  During that                
          year, Portland General paid Mr. Hawthorne $240 with respect to               
          those shares, all of which it reported as "NON-TAXABLE DISTRIBU-             
          TIONS" in a corrected copy of Form 1099-DIV for 1993.                        
               Petitioners reported as dividend income in their 1993 return            
          the entire respective amounts of $1,440 and $240 that Mr. Haw-               
          thorne received from Centerior Energy and Portland General during            
          1993.                                                                        




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