File No. 70-8461
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4
TO
FORM U-1
APPLICATION OR DECLARATION
under
The Public Utility Holding Company Act of 1935
ALABAMA POWER COMPANY GULF POWER COMPANY
600 North 18th Street 500 Bayfront Parkway
Birmingham, Alabama 35291 Pensacola, Florida 32501
GEORGIA POWER COMPANY MISSISSIPPI POWER COMPANY
333 Piedmont Avenue, N.E. 2992 West Beach
Atlanta, Georgia 30308 Gulfport, Mississippi 39501
SAVANNAH ELECTRIC AND POWER COMPANY
600 Bay Street, East
Savannah, Georgia 31401
(Name of company or companies filing this statement
and addresses of principal executive offices)
THE SOUTHERN COMPANY
(Name of top registered holding company parent of each
applicant or declarant)
Art P. Beattie, Vice President, Warren E. Tate, Secretary
Secretary and Treasurer and Treasurer
Alabama Power Company Gulf Power Company
600 North 18th Street 500 Bayfront Parkway
Birmingham, Alabama 35291 Pensacola, Florida 32501
Judy M. Anderson, Vice President Michael W. Southern, Vice
and Corporate Secretary President, Secretary and Treasurer
Georgia Power Company Mississippi Power Company
333 Piedmont Avenue, N.E. 2992 West Beach
Atlanta, Georgia 30308 Gulfport, Mississippi 39501
Kirby R. Willis, Vice President, Treasurer
and Chief Financial Officer
Savannah Electric and Power Company
600 Bay Street, East
Savannah, Georgia 31401
(Names and addresses of agents for service)
The Commission is requested to mail signed copies of all orders,
notices and communications to:
W. L. Westbrook John D. McLanahan, Esq.
Financial Vice President Troutman Sanders LLP
The Southern Company 600 Peachtree Street, N.E.
64 Perimeter Center East Suite 5200
Atlanta, Georgia 30346 Atlanta, Georgia 30308-2216
<PAGE>
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS.
Item 1 is hereby amended by adding thereto the following:
Each Operating Affiliate proposes that, in addition to a
Special Purpose Subsidiary organized as either a limited
liability company or a limited partnership, such Special Purpose
Subsidiary may be organized as a trust (a "Trust"). Except as
described below, the proposed Preferred Securities transactions
effected through a Trust will be carried out in the same manner,
will have the same terms and conditions, and will be subject to
the same rules and regulations as the proposed Preferred
Securities transactions effected through a Special Purpose
Subsidiary organized as a limited liability company or limited
partnership.
Each Operating Affiliate further proposes that, in addition
to, or as an alternative to, any tax-advantaged preferred equity
financing transaction through a Special Purpose Subsidiary, it
may issue Notes of such Operating Affiliate directly to investors
without an intervening Special Purpose Subsidiary. Such Notes
will be unsecured and subordinated obligations of the Operating
Affiliate.
A. In the case of a Trust, the Operating Affiliate will
establish the Trust by depositing its Equity Contribution with an
independent trustee (the "Trustee") under a declaration of trust
or trust agreement. It is contemplated that, at the closing of a
Preferred Securities offering, the Trust simultaneously will (i)
issue to investors for cash a senior class of trust certificates
constituting the Preferred Securities (as defined in connection
<PAGE>
with the other types of Special Purpose Subsidiaries), (ii)
purchase from the Operating Affiliate a Note, and (iii) pay for
the Note by delivering to the Operating Affiliate the cash
proceeds of the Preferred Securities received from investors and
a junior trust certificate representing the Equity Contribution
(the "Junior Certificate").
The holders of the Preferred Securities and the Junior
Certificate will receive as distributions on payment dates their
pro rata shares of payments received by the Trust on the Note,
except that, in the event of default or partial payment by the
Operating Affiliate on the Note, the payment entitlement of the
Operating Affiliate as holder of the Junior Certificate will be
subordinated to the payment entitlement of the investors as
holders of the Preferred Securities. Similarly, if on
liquidation of the Trust, the proceeds from the sale or other
liquidation of the Trust's assets were not sufficient to fully
satisfy the payment entitlements of the Preferred Securities and
the Junior Certificate with respect to principal, the payment
entitlement with respect to principal of the Operating Affiliate
as holder of the Junior Certificate will be subordinated to the
payment entitlement of the investors as holders of the Preferred
Securities. The Trust Agreement will provide that holders of
Preferred Securities will have only the rights expressly granted
to them by the Trust Agreement, including the right to receive
distributions and certain consensual rights expressly provided.
The Operating Affiliate, as grantor of the Trust, will
select the Trustee. Additionally, unless and until there is a
-3-
<PAGE>
default on the Note, (i) the Operating Affiliate will have the
right to replace the Trustee, subject to any Trustee eligibility
requirements set forth in the Trust Agreement, and (ii)
consensual rights exercised by holders of Preferred Securities
generally will be exercised by the Operating Affiliate, subject
to certain protections for holders of Preferred Securities. If a
default under the Note occurs, the holders of Preferred
Securities would have the right to replace the Trustee. The
Trustee would be required under the Trust Agreement to enforce
the Trust's rights under the Note.
As in the case of a limited liability company or limited
partnership as a Special Purpose Subsidiary, the Note issued to
the Trust will have a stated maturity (including any extension)
of up to 50 years and will not be convertible into any other
securities or assets of either the Operating Affiliate or the
Trust. The payment terms of the Note will be like those in a
Preferred Securities offering through a limited liability company
or limited partnership (including, for example, the Operating
Affiliate's right to defer interest payments on the Note for up
to five years), and it is proposed that distributions with
respect to Preferred Securities (and interest payments on the
related Note) may be payable on any periodic basis (monthly,
quarterly, semi-annually, etc.). The Trust Agreement may provide
that the Operating Affiliate will guarantee distributions by the
Trustee to holders of Preferred Securities subject to the Trustee
having sufficient funds available for such distributions from
payments received on the Note, and the Operating Affiliate, as
-4-
<PAGE>
grantor under the Trust Agreement, may agree to pay the expenses
of the Trust.
It is contemplated that, for Federal income tax purposes,
the Trust will be treated as a passive grantor trust and not as a
partnership. Accordingly, as in the case of a limited liability
company or limited partnership Special Purpose Subsidiary, the
Trust will not be subject to tax and the Operating Affiliate and
investors holding Preferred Securities will be treated as the
owners of the Trust and will be required to include in income
their proportionate shares of the income of the Trust. However,
the information reporting procedure for a Trust would differ from
the procedures used when the Special Purpose Subsidiary is a
limited liability company or a limited partnership. Investors
would receive tax reporting information from their brokers on an
IRS Form 1099, rather than the Schedule K-1.
It is anticipated that the Trust will be exempt from status
as an "investment company" under the Investment Company Act of
1940, as amended, in reliance on the finance subsidiary rule
(Rule 3a-5).
B. As stated above, each Operating Affiliate further
proposes that such Operating Affiliate may issue and sell its
Notes directly to investors, rather than utilizing a Special
Purpose Subsidiary as a financing vehicle.
-5-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused
this amendment to be signed on their behalf by the undersigned
thereunto duly authorized.
Date: October 10, 1995
ALABAMA POWER COMPANY
By: /s/Wayne Boston
Wayne Boston, Assistant Secretary
GEORGIA POWER COMPANY
By: /s/Wayne Boston
Wayne Boston, Assistant Secretary
GULF POWER COMPANY
By: /s/Wayne Boston
Wayne Boston, Assistant Secretary
MISSISSIPPI POWER COMPANY
By: /s/Wayne Boston
Wayne Boston, Assistant Secretary
SAVANNAH ELECTRIC AND POWER COMPANY
By: /s/Wayne Boston
Wayne Boston, Assistant Secretary
-6-
<PAGE>
