<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 15, 1995.
SUBJECT TO AMENDMENT.
REGISTRATION NO. 33-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
ALABAMA POWER COMPANY
(Exact name of registrant as specified in its charter)
---------------------
<TABLE>
<S> <C>
ALABAMA 63-00004250
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
600 NORTH 18TH STREET
BIRMINGHAM, ALABAMA 35291
205-250-1000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------------
ART P. BEATTIE, VICE PRESIDENT,
SECRETARY AND TREASURER
ALABAMA POWER COMPANY
600 NORTH 18TH STREET
BIRMINGHAM, ALABAMA 35291
205-250-2505
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
The Commission is requested to mail signed copies of all orders, notices and
communications to:
<TABLE>
<S> <C> <C>
W. L. WESTBROOK JOHN D. MCLANAHAN, ESQ. WALTER M. BEALE, JR., ESQ.
EXECUTIVE VICE PRESIDENT TROUTMAN SANDERS LLP BALCH & BINGHAM
SOUTHERN COMPANY 600 PEACHTREE STREET, N.E. 1901 SIXTH AVENUE NORTH
SERVICES, INC. SUITE 5200 SUITE 2600
64 PERIMETER CENTER EAST ATLANTA, GEORGIA 30308-2216 BIRMINGHAM, ALABAMA 35203
ATLANTA, GEORGIA 30346
</TABLE>
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT* OFFERING PRICE* FEE
--------------------------------------------------------------------------------------------------
First Mortgage Bonds
Class A Preferred Stock $300,000,000 100% $300,000,000 $103,449
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
</TABLE>
* These figures have been arbitrarily assumed solely for the purpose of
calculating the registration fee pursuant to Rule 457(o).
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
THE WITHIN PROSPECTUS CONTAINS THE INFORMATION REQUIRED BY RULE 429 OF THE
COMMISSION UNDER THE SECURITIES ACT OF 1933 WITH RESPECT TO $142,000,000 OF
FIRST MORTGAGE BONDS OR CLASS A PREFERRED STOCK OF THE REGISTRANT REMAINING
UNSOLD UNDER REGISTRATION STATEMENT NO. 33-49653.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION
DATE OF ISSUANCE: AUGUST 15, 1995
PROSPECTUS
ALABAMA POWER COMPANY
A SUBSIDIARY OF THE SOUTHERN COMPANY
FIRST MORTGAGE BONDS
CLASS A PREFERRED STOCK
CUMULATIVE, PAR VALUE $1 PER SHARE
---------------------
Alabama Power Company ("ALABAMA") may sell its First Mortgage Bonds (the
"new First Mortgage Bonds") and Class A Preferred Stock, Cumulative, Par Value
$1 Per Share (the "new Class A Preferred Stock"), aggregating up to $442,000,000
in principal amount or stated capital, as the case may be, in one or more
transactions. See "Plan of Distribution."
An accompanying Prospectus Supplement (the "Prospectus Supplement") will
set forth the original principal amount, maturity date, interest rate
provisions, redemption provisions and other terms of each series of the new
First Mortgage Bonds and the number of shares, stated capital, dividend rate
provisions, redemption provisions and other terms of each series of the new
Class A Preferred Stock.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
---------------------
Dated August , 1995
<PAGE>
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR
ANY ACCOMPANYING PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS
PROSPECTUS AND ANY ACCOMPANYING PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED
HEREBY OR THEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF
THIS PROSPECTUS OR ANY ACCOMPANYING PROSPECTUS SUPPLEMENT NOR ANY SALE MADE
HEREUNDER OR THEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE THE IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF ALABAMA SINCE THE RESPECTIVE
DATES OF THIS PROSPECTUS AND ANY SUCH PROSPECTUS SUPPLEMENT.
---------------------
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE SECURITIES
HEREBY OFFERED OR OTHER SECURITIES OF ALABAMA AT LEVELS ABOVE THOSE WHICH MIGHT
OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE
NEW YORK STOCK EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
---------------------
ALABAMA is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission ("SEC"). Such reports and other information can be inspected and
copied at the offices of the SEC at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C.; 500 West Madison Street, Suite 1400, Chicago,
Ill.; and 13th Floor, Seven World Trade Center, New York, N.Y. Copies of this
material can also be obtained at prescribed rates from the Public Reference
Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Certain
securities of ALABAMA are listed on the New York Stock Exchange, and reports and
other information concerning ALABAMA can be inspected at the office of such
Exchange.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have heretofore been filed by ALABAMA with
the SEC pursuant to the Exchange Act, are incorporated by reference in this
Prospectus and shall be deemed to be a part hereof:
1. Annual Report on Form 10-K for the year ended December 31, 1994.
2. Quarterly Reports on Form 10-Q for the quarters ended March 31,
1995 and June 30, 1995.
3. Current Report on Form 8-K dated February 15, 1995.
All documents subsequently filed by ALABAMA with the SEC pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination
of the offering hereunder shall be deemed to be incorporated by reference in
this Prospectus and to be made a part hereof from their respective dates of
filing.
ALABAMA HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM
A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF
ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS REFERRED TO ABOVE WHICH
HAVE BEEN OR MAY BE INCORPORATED BY REFERENCE IN THIS PROSPECTUS, OTHER THAN
EXHIBITS TO SUCH DOCUMENTS. REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO ART
P. BEATTIE, VICE PRESIDENT, SECRETARY AND TREASURER, ALABAMA POWER COMPANY, 600
NORTH 18TH STREET, BIRMINGHAM, ALABAMA 35291, (205) 250-2505.
2
<PAGE>
SELECTED INFORMATION
The following material, which is presented herein solely to furnish limited
introductory information regarding ALABAMA, has been selected from, or is based
upon, the detailed information and financial statements appearing in the
documents incorporated herein by reference or elsewhere in this Prospectus, is
qualified in its entirety by reference thereto and, therefore, should be read
together therewith.
ALABAMA POWER COMPANY
<TABLE>
<S> <C>
Business...................... Generation, transmission, distribution and sale of electric
energy
Service Area.................. Approximately 44,500 square miles comprising most of the
State of Alabama
Service Area Population
(1990 Census)............... Approximately 3,224,000
Customers at December 31,
1994........................ 1,211,270
Generating Capacity at
December 31, 1994
(kilowatts)................. 9,921,263
Sources of Generation during
1994 (kilowatt-hours)....... Coal (68%), Nuclear (23%), Hydro (9%), Oil and Gas (less
than 0.5%)
Sources of Generation
Estimated for 1995
(kilowatt-hours)............ Coal (74%), Nuclear (19%), Hydro (7%), Oil and Gas (less
than 0.5%)
</TABLE>
SELECTED FINANCIAL INFORMATION
<TABLE>
<CAPTION>
12 MONTHS
YEAR ENDED DECEMBER 31, ENDED JULY
-------------------------------------------------------------- 31, 1995(1)
1990 1991 1992 1993 1994 (UNAUDITED)
---------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
(THOUSANDS, EXCEPT RATIOS)
Operating Revenues(2)............. $2,722,424 $2,846,794 $2,846,840 $3,007,609 $2,935,142 $2,934,247
Income Before Interest Charges.... $ 576,576 $ 613,955 $ 605,673 $ 606,093 $ 592,540 $ 596,488
Net Income After Dividends on
Preferred Stock................. $ 312,803 $ 339,666 $ 338,555 $ 346,494 $ 356,338 $ 348,705
Ratio of Earnings to Fixed
Charges(3)...................... 3.10 3.30 3.41 3.45 3.75 3.55
Ratio of Earnings to Fixed Charges
Plus Preferred Dividend
Requirements (Pre-Income Tax
Basis)(4)....................... 2.53 2.71 2.79 2.90 3.16 3.01
</TABLE>
<TABLE>
<CAPTION>
CAPITALIZATION (UNAUDITED) AS OF
JUNE 30, 1995
-----------------------------------
ACTUAL AS ADJUSTED(5)
---------- --------------------
(THOUSANDS, EXCEPT PERCENTAGES)
<S> <C> <C> <C>
Common Stock Equity........................................ $2,627,132 $2,627,132 44.5%
Cumulative Preferred Stock................................. 440,400 540,400 9.1
Long-Term Debt............................................. 2,396,604 2,738,604 46.4
---------- ---------- -----
Total, excluding amounts due within one year..... $5,464,136 $5,906,136 100.0%
========= ========= =====
</TABLE>
---------------
(1) See "Recent Results of Operations" herein.
(2) "Operating Revenues" for the year ended December 31, 1990 include amounts
relating to certain energy sales (including sales to affiliates) that
formerly were classified as purchased and interchanged power, net. Such
amounts were reclassified to "Operating Revenues" effective December 31,
1991 in accordance
3
<PAGE>
with accounting requirements of the Federal Energy Regulatory Commission.
"Operating Revenues" for the year ended December 31, 1994, and the twelve
months ended July 31, 1995, include an adjustment due to a change in the
estimating procedure for unbilled kilowatt-hours and associated revenues.
See note 3 to the financial statements of ALABAMA included in ALABAMA's
Annual Report on Form 10-K for the year ended December 31, 1994,
incorporated herein by reference.
(3) This ratio is computed as follows: (i) "Earnings" have been calculated by
adding to "Income Before Interest Charges" all income taxes deducted
therefrom and the debt portion of allowance for funds used during
construction; and (ii) "Fixed Charges" consist of "Net Interest Charges"
plus the debt portion of allowance for funds used during construction.
(4) In computing this ratio, "Preferred Dividend Requirements" represent the
before income tax earnings necessary to pay such dividends, computed at the
effective tax rates for the applicable periods.
(5) Reflects the sale of the new First Mortgage Bonds and new Class A Preferred
Stock, assuming amounts of $342,000,000 and $100,000,000, respectively, and
no corresponding redemptions or other retirements of outstanding
securities.
ALABAMA POWER COMPANY
ALABAMA is a corporation organized under the laws of the State of Alabama
on November 10, 1927, by the consolidation of a predecessor Alabama Power
Company, Gulf Electric Company and Houston Power Company. The predecessor
Alabama Power Company had a continuous existence since its incorporation in
1906. The principal executive offices of ALABAMA are located at 600 North 18th
Street, Birmingham, Alabama 35291, and the telephone number is (205) 250-1000.
ALABAMA is a wholly-owned subsidiary of The Southern Company, a holding
company registered under the Public Utility Holding Company Act of 1935. ALABAMA
is engaged, within the State of Alabama, in the generation and purchase of
electricity and the distribution and sale of such electricity at retail in over
1,000 communities (including Anniston, Birmingham, Gadsden, Mobile, Montgomery
and Tuscaloosa), and at wholesale to 15 municipally-owned electric distribution
systems, 11 of which are served indirectly through sales to the Alabama
Municipal Electric Authority, and two rural distributing cooperative
associations. ALABAMA also supplies steam service in downtown Birmingham.
ALABAMA owns coal reserves near its Gorgas Steam-Electric Generating Plant and
uses the output of coal from these reserves in its generating plants. It also
sells, and cooperates with dealers in promoting the sale of, electric
appliances.
ALABAMA and one of its affiliates, Georgia Power Company ("GEORGIA"), each
own 50% of the common stock of Southern Electric Generating Company ("SEGCO").
SEGCO owns generating units with an aggregate capacity of 1,019,680 kilowatts at
the Ernest C. Gaston Steam Plant ("Plant Gaston") on the Coosa River near
Wilsonville, Alabama. ALABAMA and GEORGIA are each entitled to one-half of the
capacity and energy of these units. ALABAMA acts as SEGCO's agent in the
operation of SEGCO's units and furnishes coal to SEGCO as fuel for its units.
SEGCO also owns three 230,000 volt transmission lines extending from Plant
Gaston to the Georgia state line.
USE OF PROCEEDS
Except as may be otherwise described in a Prospectus Supplement, the
proceeds from the sale of the new First Mortgage Bonds and new Class A Preferred
Stock will be used in connection with ALABAMA's ongoing construction program, to
pay scheduled maturities and/or refundings of its securities, to repay short-
term indebtedness to the extent outstanding and for other general corporate
purposes.
RECENT RESULTS OF OPERATIONS
For the twelve months ended July 31, 1995, the unaudited amounts of
"Operating Revenues", "Income Before Interest Charges", and "Net Income After
Dividends on Preferred Stock" were $2,934,247,000, $596,488,000 and
$348,705,000, respectively. In the opinion of the management of ALABAMA, the
above amounts for the twelve months ended July 31, 1995 reflect all adjustments
(which were only normal recurring
4
<PAGE>
adjustments, except as indicated in Note 2 to the Selected Financial Information
above) necessary to present fairly the results of operations for such period.
The "Ratio of Earnings to Fixed Charges" and the "Ratio of Earnings to Fixed
Charges Plus Preferred Dividend Requirements (Pre-Income Tax Basis)" for the
twelve months ended July 31, 1995 were 3.55 and 3.01, respectively.
DESCRIPTION OF NEW BONDS
The new First Mortgage Bonds may be issued and sold by ALABAMA in one or
more series. In the following description, references to the "new Bonds" and the
"new Supplemental Indenture" (as hereinafter defined) are to new First Mortgage
Bonds of the particular series referred to in the Prospectus Supplement and the
new Supplemental Indenture pursuant to which such series is issued.
General: The new Bonds are to be issued under the Indenture dated as of
January 1, 1942, between ALABAMA and Chemical Bank, as Trustee, as supplemented
by various supplemental indentures and as to be further supplemented by a
Supplemental Indenture to be dated as of the first day of the calendar month
during which the new Bonds are issued (the "new Supplemental Indenture"), all of
which are exhibits to the registration statement of which this Prospectus is a
part or incorporated by reference therein and are collectively referred to as
the "Mortgage". The statements herein concerning the new Bonds and the Mortgage
are an outline and do not purport to be complete descriptions thereof. They make
use of defined terms and are qualified in their entirety by express reference to
the cited sections and articles of the Mortgage.
The new Bonds will mature on the date shown in their title as set forth in
the Prospectus Supplement.
The new Bonds in definitive form will be issued only as registered bonds
without coupons in denominations of $1,000 or authorized multiples thereof or in
such other denominations as set forth in the Prospectus Supplement. New Bonds
will be exchangeable for a like aggregate principal amount of new Bonds of other
authorized denominations, and are transferable, at the principal corporate trust
office of the Trustee in New York City, or at such other office or agency of
ALABAMA as ALABAMA may from time to time designate, without payment of any
charge other than for any tax or taxes or other governmental charge.
Any proposed listing of the new Bonds on a securities exchange will be
described in the Prospectus Supplement.
Except as otherwise may be indicated in the Prospectus Supplement, there
are no provisions of the Mortgage which are specifically intended to afford
holders of the new Bonds protection in the event of a highly leveraged
transaction involving ALABAMA.
Interest Rate Provisions: The Prospectus Supplement will set forth the
interest rate provisions of the new Bonds, including payment dates, the record
dates and the rate or rates, or the method of determining the rate or rates
(which may involve periodic interest rate settings through remarketing or
auction procedures or pursuant to one or more formulae, as described in the
Prospectus Supplement).
Redemption Provisions: The redemption provisions applicable to the new
Bonds will be described in the Prospectus Supplement.
Priority and Security: The new Bonds will rank equally as to security with
the bonds of other series presently outstanding under the Mortgage, which is a
direct first lien on substantially all of ALABAMA's fixed property and
franchises, used or useful in its public utility business, subject only to
excepted encumbrances, as defined in the Mortgage (Section 1.02).
The Mortgage permits, within certain limitations specified in Section 7.05,
the acquisition of property subject to prior liens. Under certain conditions
specified in Section 7.14, additional indebtedness secured by such prior liens
may be issued to the extent of 60% of the cost to ALABAMA or the fair value at
date of acquisition, whichever is less, of the net property additions made by
ALABAMA to the property subject to such prior lien.
Improvement Fund Requirement: Pursuant to the new Supplemental Indenture
and similar provisions of the supplemental indentures creating other series of
bonds currently outstanding under the Mortgage (other
5
<PAGE>
than nine series of bonds aggregating $459,340,000 in principal amount issued
and outstanding as of June 30, 1995 as collateral security for certain
obligations), the annual improvement fund requirement applicable to the new
Bonds and the bonds of each such other series, which must be satisfied on or
before June 1 in each year, is equal to 1% of the principal amount of bonds
authenticated of each such series prior to January 1 of that year (less bonds of
such series retired directly or indirectly as a result of the release of
property). The improvement fund requirements may be satisfied in cash or in
principal amount of bonds authenticated under the Mortgage or to the extent of
60% of the cost or fair value, whichever is less, of unfunded net property
additions. Any cash so deposited is to be used by the Trustee for the redemption
at their then special redemption prices or other retirement of bonds of such
series as may be designated by ALABAMA (subject to such limitation, if any, as
to the new Bonds as set forth in the Prospectus Supplement and except as to
limitations which have been or may be established in the supplemental indentures
creating other series of bonds) or may be withdrawn by ALABAMA against the
deposit of bonds or to the extent of 60% of unfunded net property additions.
Replacement Requirement: By Section 4 of the Supplemental Indenture dated
as of October 1, 1981, ALABAMA is required to certify to the Trustee unfunded
net property additions or to deposit with the Trustee cash or bonds in an amount
equal to the amount by which annual expenditures for renewals and replacements
are less than 2.25% of the average annual amount of depreciable mortgaged
property or such revised percentage as shall be authorized or approved by the
SEC, or any successor commission, under the Public Utility Holding Company Act
of 1935. Any available replacement credit may be carried forward and deposited
cash or bonds may be withdrawn, used or applied in accordance with the
provisions of said section.
Any limitation on the right of ALABAMA to redeem new Bonds through the
operation of the replacement provisions of the Mortgage will be described in the
Prospectus Supplement.
The Mortgage (Section 7.16) provides for an examination of the mortgaged
property by an independent engineer at least once every five years. ALABAMA
covenants to make good any maintenance deficiency shown by the certificate of
such engineer and to record retirements as called for thereby.
Issuance of Additional Bonds: Additional bonds may be issued under the
Mortgage (a) under Article IV to the extent of 60% of the cost or fair value at
date of acquisition, whichever is less, of unfunded net property additions, as
defined in the Mortgage (Sections 1.08 through 1.11, as amended), or (b) under
Article V against the retirement of other bonds theretofore outstanding under
the Mortgage, or (c) under Article VI against the deposit of cash equal to the
principal amount of bonds to be issued. Such additional bonds, however, may be
issued, except in certain cases when issued under Article V, only if, for a
period of twelve consecutive calendar months within the fifteen preceding
calendar months, the net earnings of ALABAMA, as defined in the Mortgage
(Section 1.03, as amended), shall have been at least twice the interest
requirements for one year on all bonds outstanding, including the additional
bonds applied for and all outstanding prior lien bonds and other indebtedness of
the character described in the Mortgage. Such net earnings are computed, in
effect, after making certain deductions including (i) all operating expenses
other than income and excess profits taxes and (ii) the amount, if any, by which
the aggregate charges to expense or income to provide for depreciation are less
than 2.25% of the average amount of depreciable mortgaged property. Under this
provision, no amount is included in interest requirements on account of
$167,950,000 principal amount of first mortgage bonds (out of a total of
$459,340,000 principal amount) issued and outstanding as of June 30, 1995, as
collateral for certain obligations for which such bonds are pledged as security.
No interest is payable on any such bonds unless and until default occurs on such
obligations.
Cash deposited as the basis for the issuance of bonds may be applied to the
retirement of bonds or be withdrawn against the deposit of bonds or be withdrawn
to the extent of 60% of the cost or fair value, whichever is less, of unfunded
net property additions (Article VI).
Release and Substitution of Property: The Mortgage (Article X) provides
that, subject to various limitations, property may be released from the lien
thereof when sold or exchanged, upon the basis of cash deposited with the
Trustee, bonds or purchase money obligations delivered to the Trustee, prior
lien bonds delivered to the Trustee or reduced or assumed, property additions
acquired in exchange for the property released, or unfunded net property
additions certified to the Trustee.
6
<PAGE>
The Mortgage (Section 10.05) permits the cash proceeds of released property
and other funds to be withdrawn either upon a showing that unfunded net property
additions exist or against the deposit of bonds and also permits such proceeds
and other funds to be applied to the retirement of bonds.
Restrictions on Common Stock Dividends: There are various restrictions on
Common Stock dividends in the Mortgage (which are to remain in effect so long as
certain series of bonds are outstanding). Any restrictions on dividends and
distributions on Common Stock in the new Supplemental Indenture will be set
forth in the Prospectus Supplement.
See also "Description of New Stock -- Restrictions on Common Stock
Dividends" herein.
Amendments to the Mortgage: By Section 6(g) of the Supplemental Indenture
dated as of October 1, 1981, the Mortgage may be modified with the consent of
the holders of not less than a majority in principal amount of the bonds at the
time outstanding which would be affected by the action proposed to be taken.
However, the bondholders shall have no power (i) to extend the fixed maturity of
any bonds, or reduce the rate or extend the time of payment of interest thereon,
or reduce the principal amount thereof, without the express consent of the
holder of each bond which would be so affected, or (ii) to reduce the aforesaid
percentage of bonds, the holders of which are required to consent to any such
modification, without the consent of the holders of all bonds outstanding, or
(iii) to permit the creation by ALABAMA of any mortgage or pledge or lien in the
nature thereof, not otherwise permitted under the Mortgage, ranking prior to or
equal with the lien of the Mortgage on any of the mortgaged and pledged
property, or (iv) to deprive the holder of any bond outstanding under the
Mortgage of the lien thereof on any of the mortgaged and pledged property. The
Trustee shall not be obligated to enter into a supplemental indenture which
would affect its own rights, duties or immunities under the Mortgage or
otherwise.
Regarding the Trustee: Chemical Bank, New York, is Trustee under the
Mortgage. Such bank is a depositary of ALABAMA. ALABAMA and its affiliates
borrow from such bank from time to time.
Enforcement Provisions: The Mortgage (Section 11.05) provides that, upon
the occurrence of certain events of default, the Trustee or the holders of not
less than 20% in principal amount of outstanding bonds may declare the principal
of all outstanding bonds immediately due and payable, but that, upon the curing
of any such default, the holders of a majority in principal amount of
outstanding bonds may waive such default and its consequences.
The holders of a majority in principal amount of outstanding bonds may
direct the time, method and place of conducting any proceeding for the
enforcement of the Mortgage (Sections 11.12 and 11.01). No holder of any bond
has any right to institute any proceedings to enforce the Mortgage or any remedy
thereunder, unless such holder shall previously have given to the Trustee
written notice of a default, and unless such holder or holders shall have
tendered to the Trustee indemnity against costs, expenses and liabilities, and
unless the holders of not less than 20% in principal amount of outstanding bonds
shall have tendered such indemnity and requested the Trustee to take action and
the Trustee shall have failed to take action within 60 days (Section 11.14).
Defaults: By Section 11.01 of the Mortgage, the following events are
defined as "defaults": failure to pay principal; failure for 60 days to pay
interest; failure for 90 days to pay any sinking or other purchase fund
installment; certain events in bankruptcy, insolvency or reorganization; and
failure for 90 days after notice to perform other covenants. By Section 9.03 of
the Mortgage, a failure by ALABAMA to deposit or direct the application of money
for the redemption of bonds called for redemption also constitutes a default.
Evidence as to Compliance with Conditions and Covenants: The Mortgage
requires ALABAMA to furnish to the Trustee, among other things, a certificate of
officers and an opinion of counsel as evidence of compliance with conditions
precedent provided for therein; a certificate of an engineer (who, in certain
instances, must be an independent engineer) with respect to the fair value of
property certified or released; and a certificate of an accountant (who, in
certain instances, must be an independent public accountant) as to compliance
with the earnings, improvement fund and replacement requirements. Various
certificates and other documents are required to be filed periodically or upon
the happening of certain events; however, no
7
<PAGE>
general periodic evidence is required by the Mortgage to be furnished as to the
absence of default or as to compliance with the terms of the Mortgage in
general.
DESCRIPTION OF NEW STOCK
The new Class A Preferred Stock may be issued and sold by ALABAMA in one or
more series. In the following description, references to the "new Stock" are to
new Class A Preferred Stock of the particular series referred to in the
Prospectus Supplement.
General: The new Stock is to be established by resolutions of the Board of
Directors of ALABAMA (the "Resolutions"), a copy of which is an exhibit to the
registration statement (or incorporated by reference therein) to which reference
is hereby made. The Resolutions shall include a provision fixing the stated
capital of the new Stock. The statements herein concerning the new Stock are an
outline and do not purport to be complete. Such statements make use of defined
terms and are qualified in their entirety by express reference to the cited
provisions of the charter of ALABAMA, as amended (the "charter"), a copy of
which is filed as an exhibit to the registration statement. The general
provisions which apply to the preferred stock of ALABAMA of all classes, which
are now or may hereafter be authorized or created, are set forth in the charter.
In addition to the new Class A Preferred Stock, at June 30, 1995, there
were outstanding 11,520,000 shares of Class A Preferred Stock with a stated
capital of $25 per share, 500,000 shares of Class A Preferred Stock with a
stated capital of $100 per share and 200 shares of Class A Preferred Stock with
a stated capital of $100,000 per share. Additionally, at June 30, 1995, ALABAMA
had outstanding 824,000 shares of Preferred Stock which have a par value of $100
per share. The Class A Preferred Stock ranks on a parity as to dividends and
assets with the outstanding Preferred Stock and has the same rights and
preferences as the outstanding Preferred Stock. On all matters submitted to a
vote of the holders of the Preferred Stock and the Class A Preferred Stock
(other than a change in the rights and preferences of only one, but not the
other, such kind of stock), both kinds of stock vote together as a single class,
and each share of Preferred Stock and Class A Preferred Stock shall have the
relative voting rights described in "Voting Rights" herein.
The new Stock will not be subject to further calls or to assessment by
ALABAMA.
Any proposed listing of the new Stock on a securities exchange will be
described in the Prospectus Supplement.
Transfer Agent and Registrar: The new Stock will be transferable at the
office of Southern Company Services, Inc., 64 Perimeter Center East, Atlanta,
Georgia 30346, which will also serve as the Registrar.
Dividend Rights: The holders of the Preferred Stock and Class A Preferred
Stock of each class are entitled to receive cumulative dividends, payable when
and as declared by the Board of Directors, at the rates determined for the
respective classes, before any dividends may be declared or paid on the Common
Stock. Dividends on the Preferred Stock and Class A Preferred Stock must have
been or be contemporaneously declared and set apart for payment, or paid, on the
Preferred Stock and Class A Preferred Stock of all classes for all dividend
periods terminating on the same or an earlier date (Charter -- A. Preferred
Stock -- 2. General Provisions -- a and b).
The Prospectus Supplement will set forth the dividend rate provisions of
the new Stock, including the payment dates and the rate or rates, or the method
of determining the rate or rates (which may involve periodic dividend rate
settings through remarketing or auction procedures or pursuant to one or more
formulae, as described in the Prospectus Supplement). Dividends payable on the
new Stock will be cumulative from the date of original issue.
Restrictions on Common Stock Dividends: ALABAMA's charter contains
provisions which prohibit the payment of cash dividends on Common Stock (except
those paid concurrently with the receipt of a cash capital contribution in like
amount) in cases where retained earnings are not at least equal to two times
annual dividends on the outstanding Preferred Stock and the Class A Preferred
Stock. At June 30, 1995, this restriction amounted to $53,673,000. The charter
also limits cash dividends on Common Stock to 50% of net
8
<PAGE>
income during a prior period of twelve months if, calculated on a corporate
basis, the ratio of Common Stock equity to total capitalization, including
surplus, adjusted to reflect the payment of the proposed dividend, is below 20%,
and to 75% of net income if such ratio is 20% or more but less than 25%.
See also "Description of New Bonds -- Restrictions on Common Stock
Dividends" herein.
Redemption Provisions: The redemption provisions applicable to the new
Stock will be described in the Prospectus Supplement.
The charter provides that ALABAMA shall not redeem, purchase or otherwise
acquire any shares of Preferred Stock or Class A Preferred Stock if, at the time
of such redemption, purchase or other acquisition, dividends payable on the
Preferred Stock or Class A Preferred Stock of any class shall be in default in
whole or in part unless, prior to or concurrently with such redemption, purchase
or other acquisition, all such defaults shall be cured or unless such action has
been ordered, approved or permitted under the Public Utility Holding Company Act
of 1935 by the SEC or any successor commission or regulatory authority of the
United States of America (Charter -- A. Preferred Stock -- 2. General
Provisions -- d).
Voting Rights: Except as otherwise provided by law or in the charter, the
right to vote is vested in the holders of the Common Stock; provided, however,
that, if and so long as four quarterly dividends payable on the Preferred Stock
or Class A Preferred Stock of any class shall be in default, the holders of the
Preferred Stock and Class A Preferred Stock of all classes shall have the
exclusive right, voting separately and as a single class, to elect the smallest
number of directors which shall constitute a majority of the then authorized
number of directors and, on all other matters, the right to vote together with
the holders of the Common Stock. In each instance in which the holders of the
Preferred Stock and the Class A Preferred Stock are entitled to vote separately
and as a single class or to vote together with the holders of the Common Stock,
the relative voting power of the various classes of stock shall be computed as
hereinafter provided. Stockholders are entitled to cumulative voting at
elections of directors (Charter -- C. Voting Powers).
The affirmative vote of at least two-thirds of the total voting power of
the outstanding shares of Preferred Stock and Class A Preferred Stock will be
required for --
(a) the authorization or creation of any kind of stock preferred as to
dividends or assets over the Preferred Stock or Class A Preferred Stock or
the issue (such issuance to be within twelve months after such vote) of any
shares of any kind of stock preferred as to dividends or assets over the
Preferred Stock or Class A Preferred Stock or any security convertible into
such kind of stock or a change in any of the rights and preferences of the
then outstanding Preferred Stock or Class A Preferred Stock in any manner
so as to affect adversely the holders thereof; provided, however, that, if
any such change would adversely affect the holders of only one, but not the
other, such kind of stock, only the vote of the holders of at least
two-thirds of the total voting power of the outstanding shares of the kind
so affected will be required; or
(b) the issue, sale or other disposition of any shares of Preferred
Stock if the total number of shares thereof to be outstanding would exceed
300,000, or the issue, sale or other disposition of any shares of Class A
Preferred Stock, or the issue, sale or other disposition of any senior or
equally ranking stock, or the reissue, sale or other disposition of any
shares of Preferred Stock or Class A Preferred Stock or senior or equally
ranking stock which have been redeemed, purchased or otherwise acquired by
ALABAMA, unless, in any such case, (i) net income available for dividends
for a period of twelve consecutive calendar months within the 15 preceding
calendar months is at least equal to two times the annual dividend
requirements on all outstanding shares of Preferred Stock and Class A
Preferred Stock and on senior or equally ranking stock to be outstanding;
(ii) gross income available for interest for a period of twelve consecutive
calendar months within the 15 preceding calendar months is at least equal
to one and one-half times the aggregate of annual interest requirements and
annual dividend requirements on all outstanding shares of Preferred Stock
and Class A Preferred Stock and on senior or equally ranking stock to be
outstanding; and (iii) the aggregate of common stock capital and surplus is
not less than the aggregate amount payable upon involuntary liquidation on
all shares of Preferred Stock and Class A Preferred Stock and on senior or
equally ranking stock to be outstanding (Charter -- A. Preferred
Stock -- 2. General Provisions -- e.).
9
<PAGE>
The affirmative vote of at least a majority of the total voting power of
the outstanding shares of Preferred Stock and Class A Preferred Stock will be
required for --
(a) a disposition of substantially all of ALABAMA's property, or a
merger or consolidation, unless such action has been approved under the
Public Utility Holding Company Act of 1935 by the SEC or any successor
commission or regulatory authority of the United States of America; or
(b) the issue or assumption of any securities representing unsecured
debt (other than for the purpose of refunding or renewing outstanding
unsecured securities resulting in equal or longer maturities or redeeming
or otherwise retiring all outstanding shares of the Preferred Stock or
Class A Preferred Stock or of any senior or equally ranking stock) if
immediately after such issue or assumption the total outstanding principal
amount of all securities representing unsecured debt will thereby exceed
20% of the aggregate of all existing secured debt and the capital stock,
premiums thereon, and surplus, as stated on the books. (Charter -- A.
Preferred Stock -- 2. General Provisions -- f.).
The charter provides that relative voting power of each share of Preferred
Stock and Class A Preferred Stock shall be in the same proportion to all the
outstanding shares of Preferred Stock and Class A Preferred Stock as the ratio
of (i) the stated capital of such share to (ii) the aggregate stated capital of
all then outstanding shares of Preferred Stock and Class A Preferred Stock.
Thus, a share of Class A Preferred Stock having a stated capital of $25 per
share will have one-fourth the voting power of a share of Preferred Stock or
Class A Preferred Stock having a stated capital of $100 per share. In voting by
holders of Preferred Stock and Class A Preferred Stock together with the holders
of the Common Stock, each share of Common Stock will have one vote, each share
of Preferred Stock will have one vote and each share of Class A Preferred Stock
having a stated capital of other than $100 per share will have that number of
votes which is proportionate to such one vote as determined above in this
paragraph (Charter -- C. Voting Powers).
Liquidation Rights: Upon voluntary or involuntary liquidation, the holders
of the Preferred Stock and Class A Preferred Stock of each class, without
preference between classes, will be entitled to receive the amounts specified to
be payable on the shares of such class (which, in the case of the new Stock, is
an amount equal to the stated capital per share on involuntary liquidation, or
an amount equal to the then current regular redemption price per share on
voluntary liquidation, plus accrued dividends in each case) before any
distribution of assets may be made to the holders of the Common Stock. Available
assets, if insufficient to pay such amounts to the holders of the Preferred
Stock and Class A Preferred Stock, are to be distributed pro rata to the
payment, first, of the amount per share payable in the event of involuntary
liquidation, second, of accrued dividends, and third, of any premium
(Charter -- A. Preferred Stock -- 2. General Provisions -- c.).
Sinking Fund: The terms and conditions of a sinking fund or purchase fund,
if any, for the benefit of the holders of the new Stock will be set forth in the
Prospectus Supplement.
Other Rights: The holders of the new Stock do not have any preemptive or
conversion rights.
LEGAL OPINIONS AND EXPERTS
Counsel for ALABAMA, Balch & Bingham, Birmingham, Alabama, and Troutman
Sanders LLP, Atlanta, Georgia, will render opinions to the underwriters or
purchasers upon the legality of the new First Mortgage Bonds and new Class A
Preferred Stock. A separate firm may act as counsel for the underwriters or
purchasers and render an opinion to them upon the legality of the new First
Mortgage Bonds and new Class A Preferred Stock. However, all matters of Alabama
law will be passed upon only by Balch & Bingham.
The financial statements and schedules of ALABAMA included in ALABAMA's
Annual Report on Form 10-K for the year ended December 31, 1994, incorporated by
reference in this Prospectus, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are incorporated herein in reliance upon the authority of said firm
as experts in accounting and auditing in giving said reports. With respect to
the ALABAMA unaudited interim financial information for the periods ended March
31, 1995 and 1994, and June 30, 1995 and 1994, included in ALABAMA's Quarterly
Reports on Form 10-Q for the quarters ended March 31, 1995 and June 30, 1995,
respectively, and incorporated by reference herein, Arthur Andersen LLP has
applied limited procedures in accordance with professional standards for review
of such information. However, their separate reports thereon state that they did
not audit and they do not express an opinion on such interim financial
information. Accordingly, the
10
<PAGE>
degree of reliance on their reports on such information should be restricted in
light of the limited nature of the review procedures employed. In addition, the
accountants are not subject to the liability provisions of Section 11 of the
Securities Act of 1933, as amended, for their reports on the unaudited interim
financial information because these reports are not "reports" or "parts" of the
registration statement prepared or certified by the accountants within the
meaning of Sections 7 and 11 of said Act.
Statements as to matters of law and legal conclusions in ALABAMA's Annual
Report on Form 10-K for the year ended December 31, 1994, relating to titles to
property of ALABAMA under "Item 2 -- Properties -- Titles to Property", relating
to ALABAMA and SEGCO under "Item 1 -- Business -- Regulation" and relating to
ALABAMA under "Item 1 -- Business -- Rate Matters", "Item
1 -- Business -- Long-Term Power Sales Agreements" and "Item
1 -- Business -- Competition", and in this Prospectus relating to the lien of
the Mortgage and the priority of the new First Mortgage Bonds under "Description
of New Bonds -- Priority and Security", have been reviewed by Balch & Bingham,
general counsel for ALABAMA, and such statements are made upon the authority of
such firm as experts.
PLAN OF DISTRIBUTION
ALABAMA may sell the new First Mortgage Bonds and new Class A Preferred
Stock in one or more transactions. Purchasers of the new First Mortgage Bonds
and new Class A Preferred Stock from ALABAMA may include underwriters, dealers
or purchasers acting for themselves. A Prospectus Supplement will set forth the
purchase price of any series of the new First Mortgage Bonds and new Class A
Preferred Stock with respect to which an agreement of sale has been entered into
by ALABAMA, the proceeds to ALABAMA from such sale, and the terms of any
re-offering, including the names of any underwriters, any underwriting discounts
and other items consisting of underwriters' compensation, any fixed public
offering price and any discounts or concessions allowed or reallowed or paid to
dealers. Any fixed public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time.
If underwriters are involved in the sale, new First Mortgage Bonds or new
Class A Preferred Stock will be acquired by the underwriters for their own
account and may be resold from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale. Unless otherwise set forth in a
Prospectus Supplement, the obligations of the underwriters to purchase new First
Mortgage Bonds or new Class A Preferred Stock will be subject to certain
conditions precedent, and the underwriters will be obligated to purchase all
such new First Mortgage Bonds or new Class A Preferred Stock if any are
purchased.
New First Mortgage Bonds and new Class A Preferred Stock may be sold
directly by ALABAMA or through agents designated by ALABAMA from time to time. A
Prospectus Supplement will set forth the name of any agent involved in any such
offer or sale, as well as any commissions payable by ALABAMA to such agent.
Unless otherwise indicated in the Prospectus Supplement, any such agent will be
acting on a best efforts basis for the period of its appointment.
The Prospectus Supplement will set forth the name or names and terms of
appointment of any remarketing agent or agents or any auction agent or agents
which may be appointed by ALABAMA in connection with any remarketing procedures
or auction procedures, as the case may be, that may be applicable as described
in the Prospectus Supplement.
ALABAMA may agree to indemnify underwriters and purchasers of the new First
Mortgage Bonds and new Class A Preferred Stock and any agents designated by
ALABAMA as aforesaid against certain civil liabilities, including liabilities
under the Securities Act of 1933, as amended.
Underwriters or purchasers of the new Class A Preferred Stock may include
one or more of the following: Robert W. Baird & Co. Incorporated; Bear, Stearns
& Co. Inc.; J.C. Bradford & Co.; Alex. Brown & Sons Incorporated; Chase
Securities Inc.; Chemical Securities Inc.; Citicorp Securities, Inc.; Dain
Bosworth Incorporated; Daiwa Securities America Inc.; Dean Witter Reynolds Inc.;
Dillon, Read & Co. Inc.; Donaldson, Lufkin & Jenrette Securities Corporation;
A.G. Edwards & Sons, Inc.; CS First Boston Corporation; Goldman, Sachs & Co.;
Interstate/Johnson Lane Corporation; Edward D. Jones & Co.; Kemper
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<PAGE>
Securities Group, Inc.; W.R. Lazard; Legg Mason Wood Walker Incorporated; Lehman
Brothers; Merrill Lynch, Pierce, Fenner & Smith Incorporated; J.P. Morgan
Securities Inc.; Morgan Keegan & Company, Inc.; Morgan Stanley & Co.
Incorporated; Nomura Securities International, Inc.; PaineWebber Incorporated;
Porter, White & Company, Inc.; Prudential Securities Incorporated; Pryor,
McClendon, Counts & Co., Inc.; Raymond James & Associates, Inc.; Rauscher Pierce
Refsnes, Inc.; The Robinson-Humphrey Company, Inc.; L.F. Rothschild and Co.
Incorporated; Salomon Brothers Inc; Smith Barney Inc.; Sterne, Agee & Leach,
Inc.; SouthTrust Securities, Inc.; Swiss Bank Corporation International
Securities Inc.; Thomson McKinnon Securities Inc.; Thorton, Farish & Company,
Inc.; Tucker Anthony Incorporated; UBS Securities Inc.; and Wertheim Schroder &
Co. Incorporated.
12
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses of issuance and distribution, other than the
underwriting discounts and commissions, to be borne by ALABAMA are as follows:
<TABLE>
<CAPTION>
NEW BONDS NEW STOCK
------------------------ ----------------------
EACH EACH
INITIAL ADDITIONAL INITIAL ADDITIONAL
SALE SALE SALE SALE
---------- ---------- -------- ----------
<S> <C> <C> <C> <C>
*Alabama mortgage privilege tax................ $ 450,000 $ -- $ -- $ --
*Filing fees -- Securities and Exchange
Commission -- Registration statement......... 103,449 -- -- --
Charges of Trustee (including counsel)........ 12,000 12,000 -- --
Charges of Transfer Agent and Registrar....... -- -- 5,000 5,000
Cost of definitive bond certificates.......... 5,000 5,000 -- --
Cost of stock certificates.................... -- -- 5,000 5,000
Printing and preparation of registration
statement, prospectus, competitive bidding
papers, supplemental indenture, etc......... 30,000 18,000 20,000 15,000
*Listing fee of New York Stock Exchange........ -- -- -- --
Rating fees --
Moody's Investors Service, Inc.............. 45,000 45,000 15,000 15,000
Standard & Poor's Corporation............... 21,000 15,000 12,000 12,000
Duff and Phelps, Inc........................ 20,000 12,500 8,000 8,000
Services of Southern Company Services, Inc.... 20,000 10,000 20,000 10,000
Fees of counsel --
Balch & Bingham............................. 45,000 30,000 45,000 30,000
Troutman Sanders LLP........................ 28,000 20,000 28,000 20,000
Fees of accountants, Arthur Andersen LLP...... 32,000 24,000 32,000 24,000
Miscellaneous, including telephone charges and
traveling expenses.......................... 3,551 2,500 3,000 3,000
---------- ---------- -------- ----------
Total.................................... $ 815,000 $194,000 $193,000 $147,000
========= ========= ======== =========
</TABLE>
---------------
* The Prospectus Supplement will reflect actual mortgage privilege tax and
filing and listing fees based upon the amount of the related offering.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Code of Alabama, 1975, Sections 10-2B-8.51 and 10-2B-8.56 gives a
corporation power to indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative and whether
formal or informal by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee or agent of
another foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against expenses (including
attorneys' fees), judgments, penalties, fines and amounts paid in settlement
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in the best
interests of the corporation, when acting in his or her official capacity with
the corporation, or, in all other cases, not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The same Sections also
give a corporation power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he is or was a
II-1
<PAGE>
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, partner, trustee,
employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against expenses (including
attorneys' fees) reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in the best interests of the corporation, when acting
in his or her official capacity with the corporation or, in all other cases, not
opposed to the best interests of the corporation. No indemnification shall be
made, however, in respect of any claim, issue or matter as to which such person
shall have not met the applicable standard of conduct, shall have been adjudged
to be liable to the corporation or, in connection with any other action, suit or
proceeding charging improper personal benefit to such person, if such person was
adjudged liable on the basis that personal benefit was improperly received by
him, unless and only to the extent that the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such court
shall deem proper. Also, Section 10-2B-8.52 states that, to the extent that a
director, officer, employee or agent of a corporation has been successful on the
merits or otherwise in defense of any such action, suit or proceeding, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) reasonably incurred by him in connection
therewith, notwithstanding that he has not been successful on any other claim,
issue or matter in any such action, suit or proceeding.
Article XIII of the By-laws of ALABAMA provides in pertinent part as
follows:
Each person who is or was a director of the corporation, officer of
the corporation or employee of the corporation holding one or more
positions of management and who was or is a party or was or is threatened
to be made a party to any threatened, pending or completed claim, action,
suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director of the
corporation or officer of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee, agent or
trustee of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, shall be indemnified by the corporation
as a matter of right against any and all expenses (including attorneys'
fees) actually and reasonably incurred by him and against any and all
claims, judgments, fines, penalties, liabilities and amounts paid in
settlement actually incurred by him in defense of such claim, action, suit
or proceeding, including appeals, to the full extent permitted by
applicable law. The indemnification provided by this Section shall inure to
the benefit of the heirs, executors and administrators of such person.
Expenses (including attorneys' fees) incurred by a director or officer
of the corporation, or by an employee of the corporation holding one or
more positions of management, with respect to the defense of any such
claim, action, suit or proceeding may be advanced by the corporation prior
to the final disposition of such claim, action, suit or proceeding, as
authorized by the board of directors in the specific case, upon receipt of
an undertaking by or on behalf of such person to repay such amount unless
it shall ultimately be determined that such person is entitled to be
indemnified by the corporation under this Section or otherwise; provided,
however, that the advancement of such expenses shall not be deemed to be
indemnification unless and until it shall ultimately be determined that
such person is entitled to be indemnified by the corporation.
The corporation may purchase and maintain insurance at the expense of
the corporation on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or any person who is or was serving
at the request of the corporation as a director (or the equivalent),
officer, employee, agent or trustee of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, against
any liability or expense (including attorneys' fees) asserted against him
and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability or expense under this Section or otherwise.
Without limiting the generality of the foregoing provisions of this
Section, no present or future director or officer of the corporation, or
his heirs, executors, or administrators, shall be liable for any act,
omission, step, or conduct taken or had in good faith, which is required,
authorized, or approved by any
II-2
<PAGE>
order or orders issued pursuant to the Public Utility Holding Company Act
of 1935, the Federal Power Act, or any federal or state statute or
municipal ordinance regulating the corporation, its parent or its
subsidiaries by reason of their being holding or investment companies,
public utility companies, public utility holding companies, or subsidiaries
of public utility holding companies. In any action, suit, or proceeding
based on any act, omission, step, or conduct, as in this paragraph
described, the provisions hereof shall be brought to the attention of the
court. In the event that the foregoing provisions of this paragraph are
found by the court not to constitute a valid defense on the grounds of not
being applicable to the particular class of plaintiff, each such director
and officer, and his heirs, executors, and administrators, shall be
reimbursed for, or indemnified against, all expenses and liabilities
incurred by him or imposed on him, in connection with, or arising out of,
any such action, suit, or proceeding based on any act, omission, step, or
conduct taken or had in good faith as in this paragraph described. Such
expenses and liabilities shall include, but shall not be limited to,
judgments, court costs, and attorneys' fees.
The foregoing rights shall not be exclusive of any other rights to
which any such director or officer may otherwise be entitled and shall be
available whether or not the director or officer continues to be a director
or officer at the time of incurring any such expenses and liabilities.
ALABAMA has an insurance policy covering its liabilities and expenses which
might arise in connection with its lawful indemnification of its directors and
officers for certain of their liabilities and expenses and also covering its
officers and directors against certain other liabilities and expenses.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
---------------
<C> <C> <S>
*1 -- Underwriting Agreement.
4(a)-1 -- Indenture dated as of January 1, 1942, between ALABAMA and Chemical Bank, as
Trustee, and indentures supplemental thereto through that dated as of December
1, 1994. (Designated in Registration Nos. 2-59843 as Exhibit 2(a)-2, 2-60484
as Exhibits 2(a)-3 and 2(a)-4, 2-60716 as Exhibit 2(c), 2-67574 as Exhibit
2(c), 2-68687 as Exhibit 2(c), 2-69599 as Exhibit 4(a)-2, 2-71364 as Exhibit
4(a)-2, 2-73727 as Exhibit 4(a)-2, 33-5079 as Exhibit 4(a)-2, 33-17083 as
Exhibit 4(a)-2, 33-22090 as Exhibit 4(a)-2, in Form 10-K for the year ended
December 31, 1990, File No. 1-3164, as Exhibit 4(c), in Registration Nos.
33-43917 as Exhibit 4(a)-2, 33-45492 as Exhibit 4(a)-2, 33-48885 as Exhibit
4(a)-2, 33-48917 as Exhibit 4(a)-2, in Form 8-K dated January 20, 1993, File
No. 1-3164, as Exhibit 4(a)-3, in Form 8-K dated February 17, 1993, File No.
1-3164, as Exhibit 4(a)-3, in Form 8-K dated March 10, 1993, File No. 1-3164,
as Exhibit 4(a)-3, in Certificate of Notification, File No. 70-8069, as
Exhibits A and B, in Form 8-K dated June 24, 1993, File No. 1-3164, as Exhibit
4, in Certificate of Notification, File No. 70-8069, as Exhibit A, in Form 8-K
dated November 16, 1993, File No. 1-3164, as Exhibit 4(b), in Certificate of
Notification, File No. 70-8069, as Exhibits A and B, in Certificate of
Notification, File No. 70-8069, as Exhibit A, in Certificate of Notification,
File No. 70-8069, as Exhibit A and in Form 8-K dated November 30, 1994, File
No. 1-3164, as Exhibit 4.)
*4(a)-2 -- Draft of new Supplemental Indenture between ALABAMA and Chemical Bank, as
Trustee.
4(b)-1 -- Charter of ALABAMA and amendments thereto through October 14, 1994.
(Designated in Registration Nos. 2-59634 as Exhibit 2(b), 2-60209 as Exhibit
2(c), 2-60484 as Exhibit 2(b), 2-70838 as Exhibit 4(a)-2, 2-85987 as Exhibit
4(a)-2, 33-25539 as Exhibit 4(a)-2, 33-43917 as Exhibit 4(a)-2, in Form 8-K
dated February 5, 1992, File No. 1-3164, as Exhibit 4(b)-3, in Form 8-K dated
July 8, 1992, File No. 1-3164, as Exhibit 4(b)-3, in Form 8-K dated October
27, 1993, File No. 1-3164, as Exhibits 4(a) and 4(b), in Form 8-K dated
November 16, 1993, File No. 1-3164, as Exhibit 4(a) and in Certificate of
Notification, File No. 70-8191, as Exhibit A.)
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
---------------
<C> <C> <S>
*4(b)-2 -- Draft of proposed Certificate of Resolutions of Board of Directors of ALABAMA
establishing the new Stock.
4(c) -- By-laws of ALABAMA as amended effective July 23, 1993, and presently in
effect. (Designated in Form U-1, File No. 70-8191, as Exhibit A-2.)
5 -- Opinion of Balch & Bingham.
12(a) -- Computation of ratio of earnings to fixed charges.
12(b) -- Computation of ratio of earnings to fixed charges plus preferred stock
dividend requirements.
15 -- Letter re: unaudited interim financial information.
23(a) -- The consent of Balch & Bingham is contained in Exhibit 5.
23(b) -- Consent of Arthur Andersen LLP.
24 -- Power of Attorney.
25 -- Statement on Form T-1 of Chemical Bank, as Trustee.
*26 -- Terms and conditions relating to proposals for the purchase of the new Bonds
and new Stock.
</TABLE>
Exhibits listed above which have heretofore been filed with the Securities
and Exchange Commission, and which were designated as noted above, are hereby
incorporated herein by reference and made a part hereof with the same effect as
if filed herewith.
---------------
* To be subsequently filed or incorporated by reference.
ITEM 17. UNDERTAKINGS.
(a) Undertaking related to 415 offering:
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
II-4
<PAGE>
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) Undertaking related to filings incorporating subsequent Securities
Exchange Act of 1934 documents by reference:
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Undertaking related to acceleration of effectiveness:
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-5
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ATLANTA AND STATE OF GEORGIA, ON THE 15TH DAY OF
AUGUST, 1995.
ALABAMA POWER COMPANY
By ELMER B. HARRIS, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
By WAYNE BOSTON
(Wayne Boston, Attorney-in-fact)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
------------------------------------------ -------------------------- -------------------
<C> <S> <C>
ELMER B. HARRIS President, Chief Executive
Officer and Director
(Principal Executive
Officer)
WILLIAM B. HUTCHINS, III Executive Vice President
and Chief Financial
Officer (Principal
Financial Officer)
DAVID L. WHITSON Vice President and
Comptroller (Principal
Accounting Officer)
WHIT ARMSTRONG
PHILIP E. AUSTIN
MARGARET A. CARPENTER
A.W. DAHLBERG
PETER V. GREGERSON, SR.
BILL M. GUTHRIE
CARL E. JONES, JR.
WALLACE D. MALONE, JR.
WILLIAM V. MUSE Directors
JOHN T. PORTER
GERALD H. POWELL
ROBERT D. POWERS
JOHN W. ROUSE
JAMES H. SANFORD
JOHN COX WEBB, IV
JOHN W. WOODS
By BOSTON WAYNE August 15, 1995
(Wayne Boston, Attorney-in-fact)
</TABLE>
II-6
EXHIBIT 5
BALCH & BINGHAM
P.O. BOX 306
BIRMINGHAM, ALABAMA 35201
(205) 251-8100
August 15, 1995
Alabama Power Company
600 North 18th Street
Birmingham, Alabama 35291
RE: Registration Statement on Form S-3
Ladies and Gentlemen:
We have examined the registration statement on Form S-3 and
related prospectus proposed to be filed by Alabama Power Company
(the "Company") with the Securities and Exchange Commission under
the Securities Act of 1933 to effect the registration of an
aggregate of $300,000,000 of (a) First Mortgage Bonds (the "new
Bonds") and (b) new Class A Preferred Stock (the "new Stock")
proposed to be established by resolution of the Board of
Directors of the Company. The new Bonds are proposed to be
issued in one or more series under the Indenture dated as of
January 1, 1942, between the Company and Chemical Bank, as
Trustee, as heretofore supplemented and amended and as to be
further supplemented by a supplemental indenture to be dated as
of the first day of the month during which each series of the new
Bonds is issued (the "new supplemental indenture") (said
Indenture, as so supplemented and amended, being hereinafter
called the "Mortgage"). We are also familiar with all
proceedings relating to the issuance and sale of the new Bonds
and new Stock.
We are of the opinion that, upon compliance with the pertinent
provisions of the Securities Act of 1933, the Trust Indenture Act
of 1939 (in the case of the new Bonds) and the Public Utility
Holding Company Act of 1935, upon compliance with applicable
securities or blue sky laws of various jurisdictions, upon the
adoption of appropriate resolutions by the Board of Directors of
the Company, and when the new Bonds and new Stock have been
issued and sold upon the terms specified in the order of the
Alabama Public Service Commission:
1. When the respective new supplemental indentures have been
duly executed and delivered by the proper officers of the
Company and the Trustee, and when the new Bonds have been
executed, authenticated and delivered in accordance with the
terms of the Mortgage and the new supplemental indentures,
the new Bonds will be valid, binding and legal obligations of
the Company, the holders and owners thereof will be entitled
to all the rights and security afforded by the Mortgage and
the new Bonds will rank equally as to security with the bonds
<PAGE>
Alabama Power Company
August 15, 1995
Page 2
of other series presently outstanding under the Mortgage,
which is, in our opinion, a direct first lien on
substantially all the Company's fixed property and
franchises, used or useful in its public utility business,
subject only to excepted encumbrances, as defined in the
Mortgage.
2. Upon the filing in the Office of the Secretary of State of
Alabama of an appropriate certificate of the resolutions of
the Board of Directors establishing the new Stock, and when
certificates for the new Stock have been executed,
countersigned and registered in accordance with such
resolutions of the Board of Directors and the By-Laws of the
Company, the shares of new Stock will be legally issued,
fully paid and non-assessable shares of the Company and the
holders and owners thereof will be entitled to all the rights
and preferences to be set forth in the charter of the
Company, as amended.
We also advise you that we have reviewed the statements under the
captions in the related prospectus, and in the Company's Annual
Report on Form 10-K for the year ended December 31, 1994, as are
indicated under the caption "Legal Opinions and Experts" in such
prospectus as to matters of law and legal conclusions and, in our
opinion, such statements are correct.
We hereby consent to the filing of this opinion as an exhibit to
the aforementioned registration statement and to the statements
with respect to our firm under the caption "Legal Opinions and
Experts" in the prospectus.
Very truly yours,
/s/Balch & Bingham
<PAGE>
Exhibit 12(a)
8/15/95
ALABAMA POWER COMPANY
Computation of ratio of earnings to fixed charges for the the five years ended
December 31, 1994 and the twelve months ended July 31, 1995
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Twelve
Months
Ended
Year ended December 31, July 31,
1990 1991 1992 1993 1994 1995
---------------------------------------Thousands of Dollars-------------------
EARNINGS AS DEFINED IN ITEM 503 OF REGULATION S-K:
Income Before Interest Charges $579,686 $616,561 $607,696 $608,050 $594,669 $598,885
Federal and state income taxes 111,882 202,354 172,003 167,021 242,569 223,762
Deferred income taxes, net 64,887 (6,058) 23,307 34,467 (32,536) (14,279)
Deferred investment tax credits 132 (1,089) 0 (2,106) (4) (4)
AFUDC - Debt funds 23,573 7,101 2,564 3,016 3,590 6,004
Earnings as defined $780,160 818,869 $805,570 $810,448 $808,288 $814,368
FIXED CHARGES AS DEFINED IN ITEM 503 OF REGULATION S-K:
Interest on long-term debt $225,328 $217,338 $209,184 $186,779 $180,182 $182,177
Interest on interim obligations 10,252 13,385 3,704 3,760 5,939 13,461
Amort of debt disc, premium and expenses, net 3,249 2,205 4,250 8,999 9,655 9,795
Other interest charges 13,115 14,929 19,382 35,475 19,909 23,669
Fixed charges as defined $251,944 $247,857 $236,520 $235,013 $215,685 $229,102
RATIO OF EARNINGS TO FIXED CHARGES 3.10 3.30 3.41 3.45 3.75 3.55
Note: The above figures have been adjusted to give effect to Alabama Power Company's 50% ownership of Southern Electric
Generating Company.
</TABLE>
Exhibit 12(b)
8/15/95
ALABAMA POWER COMPANY
Computation of ratio of earnings to fixed charges plus preferred dividend
requirements for the five years ended December 31, 1994 and the twelve months
ended July 31, 1995
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Twelve
Months
Ended
Year ended December 31, July 31,
1990 1991 1992 1993 1994 1995
------------------------------------Thousands of Dollars-----------------
EARNINGS AS DEFINED IN ITEM 503 OF REGULATION S-K:
Income Before Interest Charges $579,686 $616,561 $607,696 $608,050 $594,669 $598,885
Federal and state income taxes 111,882 202,354 172,003 167,021 242,569 223,762
Deferred income taxes, net 64,887 (6,058) 23,307 34,467 (32,536) (14,279)
Deferred investment tax credits 132 (1,089) 0 (2,106) (4) (4)
AFUDC - Debt funds 23,573 7,101 2,564 3,016 3,590 6,004
Earnings as defined $780,160 $818,869 $805,570 $810,448 $808,288 $814,368
FIXED CHARGES AS DEFINED IN ITEM 503 OF REGULATION S-K:
Interest on long-term debt $225,328 $217,338 $209,184 $186,779 $180,182 $182,177
Interest on interim obligations 10,252 13,385 3,704 3,760 5,939 13,461
Amort of debt disc, premium and expense, net 3,249 2,205 4,250 8,999 9,655 9,795
Other interest charges 13,115 14,929 19,382 35,475 19,909 23,669
Fixed charges as defined 251,944 247,857 236,520 235,013 215,685 229,102
Tax deductible preferred dividends 1,884 1,884 1,884 1,830 1,605 1,605
253,828 249,741 238,404 236,843 217,290 230,707
Non-tax deductible preferred dividends 36,628 34,255 33,302 27,729 24,630 25,479
Ratio of net income before taxes to net income x 1.504 x 1.519 x 1.523 x 1.530 x 1.549 x 1.557
Pref dividend requirements before income taxes 55,089 52,033 50,719 42,425 38,152 39,671
Fixed charges plus pref dividend requirements $308,917 $301,774 $289,123 $279,268 $255,442 $270,378
RATIO OF EARNINGS TO FIXED CHARGES PLUS
PREFERRED DIVIDEND REQUIREMENTS 2.53 2.71 2.79 2.90 3.16 3.01
Note: The above figures have been adjusted to give effect to Alabama Power Company's 50% ownership of Southern
Electric Generating Company.
</TABLE>
EXHIBIT 15
ARTHUR
ANDERSEN
ARTHUR ANDERSEN & CO, SC
Arthur Andersen LLP
Suite 1800
420 North 20th Street
Birmingham AL 35203-3204
205 252 8600
August 15, 1995
Alabama Power Company
600 North 18th Street
Birmingham, AL 35291
Ladies and Gentlemen:
We are aware that Alabama Power Company has incorporated by reference in this
Registration Statement its Form 10-Q for the quarters ended March 31 and June
30, 1995, which include our reports dated May 5 and August 9, 1995,
respectively, covering the unaudited interim financial information contained
therein. Pursuant to Regulation C of the Securities Act of 1933 (the "Act"),
such reports are not considered a part of the Registration Statement prepared or
certified by our firm or reports prepared or certified by our firm within the
meaning of Sections 7 and 11 of the Act.
Very truly yours,
/s/ARTHUR ANDERSEN LLP
EXHIBIT 23(b)
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-3 (relating to the sale of
Alabama Power Company First Mortgage Bonds and Class A Preferred Stock) of our
reports on Alabama Power Company dated February 15, 1995 included in Alabama
Power Company's Form 10-K for the year ended December 31, 1994 and to all
references to our firm included in this Registration Statement.
/s/ARTHUR ANDERSEN LLP
Birmingham, Alabama
August 15, 1995
Exhibit 24
July 28, 1995
W. L. Westbrook and Wayne Boston
64 Perimeter Center East
Atlanta, Georgia 30346
Dear Sirs:
Alabama Power Company proposes to file with the Securities and Exchange
Commission a registration statement or statements on Form S-3 under the
Securities Act of 1933 covering up to an aggregate of $300 million of its first
mortgage bonds and preferred stock.
Alabama Power Company and the undersigned directors and officers of
said Company, individually as a director and/or as an officer of the Company,
hereby make, constitute and appoint each of you our true and lawful Attorney
(with full power of substitution) for each of us and in each of our names,
places and steads to sign and cause to be filed with the Securities and Exchange
Commission the aforementioned registration statement or statements and
appropriate amendment or amendments thereto (including post-effective
amendments), to be accompanied in each case by a prospectus and any
appropriately amended prospectus or supplement thereto and any necessary
exhibits.
Alabama Power Company hereby authorizes you or any one of you to
execute said registration statement or statements and any amendments thereto
(including post-effective amendments) on its behalf as attorney-in-fact for it
and its authorized officers, and to file the same as aforesaid.
The undersigned directors and officers of Alabama Power Company hereby
authorize you or any one of you to sign said registration statement or
statements on their behalf as attorney-in-fact and to amend, or remedy any
deficiencies with respect to, said registration statement or statements by
appropriate amendment or amendments (including post-effective amendments) and to
file the same as aforesaid.
Yours very truly,
ALABAMA POWER COMPANY
By /s/Elmer B. Harris
President and
Chief Executive Officer
<PAGE>
- 2 -
/s/Whit Armstrong /s/Gerald H. Powell
/s/Philip E. Austin /s/Robert D. Powers
/s/Margaret A. Carpenter /s/John W. Rouse
/s/A. W. Dahlberg /s/ William J. Rushton, III
/s/Peter V. Gregerson, Sr. /s/James H. Sanford
/s/Bill M. Guthrie /s/John Cox Webb, IV
/s/Elmer B. Harris /s/John W. Woods
/s/Carl E. Jones, Jr. /s/William B. Hutchins, III
/s/Wallace D. Malone, Jr. /s/Art P. Beattie
/s/William V. Muse /s/David L. Whitson
/s/John T. Porter
<PAGE>
- 3 -
Extract from minutes of meeting of the board of directors of Alabama Power
Company.
- - - - - - - - - - - -
RESOLVED FURTHER: That for the purpose of signing and filing with the
Securities and Exchange Commission a Registration Statement under the Securities
Act of 1933 with respect to the issuance of additional preferred stock and first
mortgage bonds of this Company, and of amending such Registration Statement or
remedying any deficiencies with respect thereto by appropriate amendment or
amendments (both before and after such Statement becomes effective), Alabama
Power Company, the members of its Board of Directors and its officers are
authorized to give their several powers of attorney to W. L. Westbrook and Wayne
Boston in substantially the forms of power of attorney presented to this
meeting.
- - - - - - - - - - - -
The undersigned officer of Alabama Power Company does hereby certify
that the foregoing is a true and correct copy of a resolution duly and regularly
adopted at a meeting of the Board of Directors of Alabama Power Company, duly
held on July 28, 1995, at which a quorum was in attendance and voting
throughout, and that said resolution has not since been rescinded but is still
in full force and effect.
Dated August 15, 1995 ALABAMA POWER COMPANY
By /s/Wayne Boston
Assistant Secretary
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
CHEMICAL BANK
(Exact name of trustee as specified in its charter)
New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
ALABAMA POWER COMPANY
(Exact name of obligor as specified in its charter)
Alabama 63-0004250
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
600 North 18th Street
Birmingham, Alabama 35291
(Address of principal executive offices) (Zip Code)
-------------------------------------------
First Mortgage Bonds, % Series Due
(Title of the indenture securities)
---------------------------
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE>
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985 and December 2, 1991 (see Exhibit 1 to Form T-1 filed in
connection with Registration Statement No. 33-50010, which is incorporated by
reference).
2. A copy of the Certificate of Authority of the Trustee to
Commence Business (see Exhibit 2 to Form T-1 filed in connection with
Registration Statement No. 33-50010, which is incorporated by reference).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 33-84460, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference).
7. A copy of the latest report of condition of the Trustee,
published pursuant to law or the requirements of its supervising or examining
authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, Chemical Bank, a corporation organized and existing under the laws of
the State of New York, has duly caused this statement of eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of New York and State of New York, on the 4th day of August, 1995.
CHEMICAL BANK
By /s/L. O'Brien
L. O'Brien
Senior Trust Officer
- 3 -
<PAGE>
<TABLE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
Chemical Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business March 31, 1995, in accordance with a call made by
the Federal Reserve Bank of this District pursuant to the provisions of the
Federal Reserve Act.
<CAPTION>
Dollar Amounts
ASSETS in Millions
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin....................................................................$5,797
Interest-bearing balances.............................................................2,523
Securities:
Held to maturity securities.................................................................6,195
Available for sale securities..............................................................17,785
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold....................................................................2,493
Securities purchased under agreements to resell..........................................50
Loans and lease financing receivables:
Loans and leases, net of unearned income $68,937
Less: Allowance for loan and lease losses 1,898
Less: Allocated transfer risk reserve ... 113
Loans and leases, net of unearned income,
allowance, and reserve...............................................................66,926
Trading Assets.............................................................................37,294
Premises and fixed assets (including capitalized
leases)...............................................................................1,402
Other real estate owned........................................................................99
Investments in unconsolidated subsidiaries and
associated companies....................................................................148
Customer's liability to this bank on acceptances
outstanding...........................................................................1,051
Intangible assets.............................................................................512
Other assets................................................................................6,759
TOTAL ASSETS.............................................................................$149,034
========
- 4 -
<PAGE>
LIABILITIES
Deposits
In domestic offices.................................................................$44,882
Noninterest-bearing..................$14,690
Interest-bearing .................... 30,192
In foreign offices, Edge and Agreement subsidiaries,
and IBF's............................................................................32,537
Noninterest-bearing .................$ 146
Interest-bearing .................... 32,391
Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased..............................................................10,587
Securities sold under agreements to repurchase........................................3,083
Demand notes issued to the U.S. Treasury......................................................464
Trading liabilities........................................................................31,358
Other Borrowed money:
With original maturity of one year or less............................................7,527
With original maturity of more than one year............................................914
Mortgage indebtedness and obligations under
capitalized leases.......................................................................20
Bank's liability on acceptances executed and
outstanding...........................................................................1,054
Subordinated notes and debentures...........................................................3,410
Other liabilities...........................................................................5,986
TOTAL LIABILITIES.........................................................................141,822
EQUITY CAPITAL
Common stock..................................................................................620
Surplus.....................................................................................4,501
Undivided profits and capital reserves......................................................2,558
Net unrealized holding gains (Losses)
on available-for-sale securities............................................................(476)
Cumulative foreign currency translation adjustments.............................................9
TOTAL EQUITY CAPITAL........................................................................7,212
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL...........................................................$149,034
========
</TABLE>
I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
WILLIAM B. HARRISON )
- 5 -
