SOUTHERN STATES POWER CO INC
8-K, 2000-02-08
BLANK CHECKS
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                       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: February 7, 2000

                       SOUTHERN STATES POWER COMPANY, INC.
                       -----------------------------------
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
                                    ---------
                 (State or other jurisdiction of incorporation)

      0-29536                                                    33-0312389
- ---------------------                                        -------------------
(Commission File No.)                                          (IRS Employer
                                                             Identification No.)

             830 Havens Road
          Shreveport, Louisiana                                    71107
- ----------------------------------------                        ----------
(Address of principal executive offices)                        (Zip Code)

               Registrant's telephone number, including area code:
                                 (318) 221-5703

Item 1.           Changes in Control of Registrant

         On February 1, 2000,  the shares in the  Company  formerly  held by BAT
International,  Inc. were cancelled due to nonperformance by BAT under the terms
of its  agreement  with the  Company  as set  forth in Item 5 below.  A total of
4,020,800 shares were cancelled.  This amount represented 35% of the outstanding
shares of the Company.

Item 5.           Other Events

         After a lengthy series of  negotiations  with the management of BAT the
Board of  Directors of the Company  voted to enter into a  settlement  agreement
with BAT  whereby  BAT would  surrender  its  stock  held in SSPC due to lack of
performance under the terms of the original agreement between the two companies.
Pursuant  to the  terms of that  agreement  BAT was to  provide  technology  and
prototype  equipment  employing  their  "pulse  charge"  system  for use in SSPC
projects.  Reasonable time extensions were granted to

<PAGE>

BAT by SSPC throughout the term of the agreement;  however, it was apparent that
BAT would not be able to perform within those extended limits.

         The negotiated  settlement  called for BAT to surrender its SSPC shares
to the Company treasury.  The certificate  representing the shares was forwarded
to the stock transfer agent and the agent effected the  cancellation on February
1, 2000. This  terminates the rights and obligations  between the companies with
the sole  exception  that SSPC  management  agreed  to  consider  the  option of
accepting  performance  of  the  original  terms  by  BAT  in  exchange  for  an
unspecified  number of SSPC shares  should BAT be able to perform at some future
time.


                                   SIGNATURES

         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.

                                    SOUTHERN STATES POWER COMPANY, INC.


                                    By:     s/ Heber C. Bishop
                                            ------------------------------
                                            Heber C. Bishop,
                                            President


Dated:            February 7, 2000





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