ALABAMA POWER CO
POS AMC, 1996-06-18
ELECTRIC SERVICES
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                                                              File No. 70-8461

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 AMENDMENT NO. 8
                             (Post-Effective No. 5)
                                       TO
                                    FORM U-1
                           APPLICATION OR DECLARATION
                                      under
                 The Public Utility Holding Company Act of 1935

   ALABAMA POWER COMPANY                       GULF POWER COMPANY
   600 North 18th Street                      500 Bayfront Parkway
Birmingham, Alabama  35291                  Pensacola, Florida  32501

  GEORGIA POWER COMPANY                    MISSISSIPPI POWER COMPANY
333 Piedmont Avenue, N.E.                       2992 West Beach
 Atlanta, Georgia  30308                 Gulfport, Mississippi  39501

                       SAVANNAH ELECTRIC AND POWER COMPANY
                               600 East Bay Street
                             Savannah, Georgia 31401

               (Name of company or companies filing this statement
                  and addresses of principal executive offices)

                              THE SOUTHERN COMPANY

             (Name of top registered holding company parent of each
                             applicant or declarant)

 Art P. Beattie, Vice President,                Warren E. Tate, Secretary
     Secretary and Treasurer                          and Treasurer
      Alabama Power Company                        Gulf Power Company
      600 North 18th Street                       500 Bayfront Parkway
   Birmingham, Alabama  35291                   Pensacola, Florida  32501

Judy M. Anderson, Vice President               Michael W. Southern, Vice
     and Corporate Secretary               President, Secretary and Treasurer
      Georgia Power Company                     Mississippi Power Company
    333 Piedmont Avenue, N.E.                        2992 West Beach
     Atlanta, Georgia  30308                  Gulfport, Mississippi  39501

                   Kirby R. Willis, Vice President, Treasurer
                           and Chief Financial Officer
                       Savannah Electric and Power Company
                               600 East Bay Street
                             Savannah, Georgia 31401

                   (Names and addresses of agents for service)

The Commission is requested to mail signed copies of all orders, notices and
communications to:

     W. L. Westbrook                             John D. McLanahan, Esq.
Financial Vice President                          Troutman Sanders LLP
  The Southern Company                         600 Peachtree Street, N.E.
270 Peachtree Street, NW                               Suite 5200
 Atlanta, Georgia  30303                      Atlanta, Georgia  30308-2216



<PAGE>



ITEM 1.        DESCRIPTION OF PROPOSED TRANSACTIONS.

               The Application or Declaration, as previously amended in this
proceeding, is hereby further amended by adding the following thereto:

               "It is now proposed that the aggregate par or stated value or
liquidation preference of Preferred Securities that may be issued by the
respective Special Purpose Subsidiaries of the Operating Affiliates be increased
to $250,000,000 in the case of Alabama; $500,000,000 in the case of Georgia;
$60,000,000 in the case of Gulf; $60,000,000 in the case of Mississippi; and
$35,000,000 in the case of Savannah. The foregoing amounts for Alabama and
Georgia are in addition to amounts previously issued and sold pursuant to
authorization in this proceeding. See HCAR Nos. 26187 (December 15,1994) and
26452 (January 17, 1996). It is further proposed that the authority hereunder be
extended through December 31, 2001."


<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned companies have duly caused this amendment to be signed
on their behalf by the undersigned thereunto duly authorized.

Date: June 18, 1996           ALABAMA POWER COMPANY


                               By: /s/Wayne Boston
                               Wayne Boston,  Assistant Secretary


                              GEORGIA POWER COMPANY


                               By: /s/Wayne Boston
                               Wayne Boston,  Assistant Secretary


                               GULF POWER COMPANY


                               By: /s/Wayne Boston
                               Wayne Boston,  Assistant Secretary


                               MISSISSIPPI POWER COMPANY


                               By: /s/Wayne Boston
                               Wayne Boston,  Assistant Secretary


                               SAVANNAH ELECTRIC AND POWER COMPANY


                               By: /s/Wayne Boston
                               Wayne Boston,  Assistant Secretary




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