File No. 70-8661
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
Form U-1
APPLICATION OR DECLARATION
under
The Public Utility Holding Company Act of 1935
ALABAMA POWER COMPANY
600 North 18th Street
Birmingham, Alabama 35291
(Name of company or companies filing this statement
and addresses of principal executive offices)
THE SOUTHERN COMPANY
(Name of top registered holding company parent
of each applicant or declarant)
Art P. Beattie
Vice President, Secretary and Treasurer
Alabama Power Company
600 North 18th Street
Birmingham, Alabama 35291
(Names and addresses of agents for service)
The Commission is requested to mail signed copies of all orders, notices
and communications to:
W. L. Westbrook
Financial Vice President
The Southern Company
64 Perimeter Center East
Atlanta, Georgia 30346
John D. McLanahan Walter M. Beale, Jr.
Troutman Sanders LLP Balch & Bingham
600 Peachtree Street, N. E. 1901 Sixth Avenue North
Suite 5200 Suite 2600
Atlanta, Georgia 30308-2216 Birmingham, Alabama 35203
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- 2 -
INFORMATION REQUIRED
Item 3. Applicable Statutory Provisions.
Item 3 is hereby amended by adding the following thereto:
"Rule 54 Analysis. Under Rule 54, in determining whether to approve the
issue or sale of a security by a registered holding company for purposes other
than the acquisition of an "exempt wholesale generator" or "foreign utility
company", or other transactions by such registered holding company or its
subsidiaries other than with respect to "exempt wholesale generators" or
"foreign utility companies," the Commission shall not consider the effect of the
capitalization or earnings of any subsidiary which is an "exempt wholesale
generator" or a "foreign utility company" upon the registered holding company
system if the "safe harbor" conditions of Rule 53 are satisfied.
Southern currently meets all of the "safe harbor" conditions
of Rule 53. Southern's "aggregate investment" in "exempt wholesale generators"
and "foreign utility companies" at September 1, 1995 was approximately $927.5
million, representing approximately 29% of Southern's "consolidated retained
earnings," as defined in Rule 53(a)(1)(ii), for the four quarters ended June 30,
1995 ($3.213 billion). Furthermore, Southern has and will continue to comply
with the record keeping requirements of Rule 53(a)(2) concerning affiliated
"exempt wholesale generators" and "foreign utility companies." In addition, as
required by Rule 53(a)(3), no more than 2% of the employees of Southern's
operating utility subsidiaries will, at any one time, directly or indirectly,
render services to "exempt wholesale generators" and "foreign utility
companies." Finally, since none of the circumstances described in Rule 53(b)
exists, the provisions of Rule 53(a) are not made inapplicable by Rule 53(b)."
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Item 6. Exhibits and Financial Statements.
(a) Exhibits.
F - Opinion of Balch & Bingham.
(b) Financial Statements.
Balance Sheet of Alabama at June 30, 1995.
Statement of income of Alabama for the twelve months ended June
30, 1995.
Pro forma journal entries giving effect to the proposed sale of
new Bonds.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned company has duly caused this amendment to be signed on
its behalf by the undersigned thereunto duly authorized.
Dated: September 5, 1995 ALABAMA POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary
Exhibit F
Balch & Bingham
1901 Sixth Avenue North, Suite 2600
Birmingham, AL 35203
205-251-8100
September 5, 1995
Securities and Exchange Commission
Washington, D.C. 20549
Re: Statement on Form U-1 of
Alabama Power Company
(herein called the "Company")
File No. 70-8661
Ladies and Gentlemen:
We have read the statement on Form U-1, as amended, referred to
above and are furnishing this opinion with respect to the proposed transactions
described therein relating to the issuance of the new Bonds (as defined
therein).
We are of the opinion that the Company is validly organized and
duly existing as a corporation under the laws of the State of Alabama and that,
upon the issuance of your order or orders in this matter permitting such
statement on Form U-1 to become effective with respect to such proposed
transactions, and in the event that the proposed transactions are consummated in
accordance with such statement on Form U-1 and your order or orders in respect
thereof and with the order or orders of the Alabama Public Service Commission
with respect thereto:
(a) all state laws applicable to the proposed transactions will
have been complied with;
(b) the Company's obligations with respect to the new Bonds will
be valid and binding obligations of the Company in
accordance with their terms; and
(c) the consummation of the proposed transactions will not
violate the legal rights of the holders of any securities
issued by the Company or any associate company thereof.
We hereby give our written consent to the use of this opinion in
connection with the above-mentioned statement on Form U-1.
Very truly yours,
/s/Balch & Bingham
ALABAMA POWER COMPANY
Balance Sheet
Pro Forma Journal Entries
Pro forma journal entries giving effect to the proposed sale by Alabama
Power Company an aggregate of up to $500 million of pollution control bonds as
described in the Form U-1. (Subject of the present statement on Form U-1)
Balance Sheet
Thousands of Dollars
Debit Credit
Cash $500,000
Pollution control bonds $500,000
The pro forma journal entries shown above reflect the proposed sale of
Pollution Control Bonds by Alabama Power Company and assume that the proceeds
from these sales will not be used to redeem currently outstanding Pollution
Control Bonds. The funds will be used for the purposes described in the Form
U-1.
Annualized Effect on Statement of Income
The proposed new securities are estimated to have interest rates of
approximately 6-1/4%. These transactions will have the net effect of changing
Alabama Power Company's interest expense (before giving consideration for any
redemptions), altering the deductions for income taxes at a rate of
approximately 37.15% of the change in interest expense and result in a change in
net income after dividends on preferred stock.
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ALABAMA POWER COMPANY
STATEMENTS OF INCOME (UNAUDITED)
(Stated in Thousands of Dollars)
For the Twelve Months
Ended June 30, 1995
OPERATING REVENUES:
Revenues $2,759,052
Revenues from affiliates 129,667
-------
Total operating revenues 2,888,719
---------
OPERATING EXPENSES:
Operation--
Fuel 750,686
Purchased power from non-affiliates 14,733
Purchased power from affiliates 101,877
Other 472,145
Maintenance 265,627
Depreciation and amortization 299,893
Taxes other than income taxes 183,690
Federal and state income taxes 214,749
-------
Total operating expenses 2,303,400
---------
OPERATING INCOME 585,319
OTHER INCOME (EXPENSE):
Allowance for equity funds used during construction 4,329
Interest income 9,606
Other, net (30,498)
Income taxes applicable to other income 17,898
------
INCOME BEFORE INTEREST CHARGES 586,654
-------
INTEREST CHARGES:
Interest on long-term debt 179,854
Allowance for debt funds used during construction (5,769)
Interest on interim obligations 12,499
Amortization of debt discount, premium and expense, net 9,771
Other interest charges 23,359
------
Net interest charges 219,714
-------
NET INCOME 366,940
DIVIDENDS ON PREFERRED STOCK 27,047
------
NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK $ 339,893
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( ) Denotes red figure.
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ALABAMA POWER COMPANY
CONDENSED BALANCE SHEETS
(Stated in Thousands of Dollars)
ASSETS
At June 30,
1995
(Unaudited)
UTILITY PLANT:
Plant in service, at original cost $10,272,844
Less accumulated provision for depreciation 3,735,152
6,537,692
Nuclear fuel, at amortized cost 98,603
Construction work in progress 299,023
-------
Total 6,935,318
---------
OTHER PROPERTY AND INVESTMENTS:
Nuclear decommissioning trusts 87,091
Other 50,052
------
Total 137,143
-------
CURRENT ASSETS:
Cash and cash equivalents 12,868
Receivables --
Customer accounts receivable 337,170
Other accounts and notes receivable 25,146
Affiliated companies 25,494
Accumulated provision for uncollectible accounts (3,289)
Refundable income taxes 5,704
Fossil fuel stock, at average cost 134,267
Materials and supplies, at average cost 175,322
Prepayments--
Income taxes 8,097
Other 122,970
Vacation pay deferred 20,442
Total 864,191
DEFERRED CHARGES:
Deferred charges related to income taxes 444,457
Debt expense and loss, being amortized 107,649
Uranium enrichment decontamination and decommissioning fund 42,996
Miscellaneous 55,071
------
Total 650,173
-------
TOTAL ASSETS $ 8,586,825
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ALABAMA POWER COMPANY
CONDENSED BALANCE SHEETS
(Stated in Thousands of Dollars)
CAPITALIZATION AND LIABILITIES
At June 30,
1995
(Unaudited)
CAPITALIZATION:
Common stock equity --
Common stock, par value $40 per share--authorized
6,000,000 shares, outstanding 5,608,955 shares $ 224,358
Paid-in capital 1,304,645
Premium on preferred stock 146
Retained earnings 1,097,983
---------
2,627,132
Preferred stock 440,400
Long-term debt 2,396,604
---------
Total 5,464,136
---------
CURRENT LIABILITIES:
Long-term debt due within one year 60,848
Commercial paper 372,054
Accounts payable--
Affiliated companies 60,267
Other 123,768
Customer deposits 31,099
Taxes accrued --
Federal and state income 7,382
Other 44,624
Interest accrued 54,780
Miscellaneous 68,682
------
Total 823,504
-------
DEFERRED CREDITS AND OTHER LIABILITIES:
Accumulated deferred income taxes 1,178,487
Accumulated deferred investment tax credits 311,269
Prepaid capacity revenues, net 134,893
Uranium enrichment decontamination and decommissioning fund 39,413
Deferred credits related to income taxes 395,894
Miscellaneous 239,229
-------
Total 2,299,185
---------
TOTAL CAPITALIZATION AND LIABILITIES $ 8,586,825
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