File No. 70-8461
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 7
(Post-Effective No. 4)
TO
FORM U-1
APPLICATION OR DECLARATION
under
The Public Utility Holding Company Act of 1935
ALABAMA POWER COMPANY GULF POWER COMPANY
600 North 18th Street 500 Bayfront Parkway
Birmingham, Alabama 35291 Pensacola, Florida 32501
GEORGIA POWER COMPANY MISSISSIPPI POWER COMPANY
333 Piedmont Avenue, N.E. 2992 West Beach
Atlanta, Georgia 30308 Gulfport, Mississippi 39501
SAVANNAH ELECTRIC AND POWER COMPANY
600 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
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ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS.
The third paragraph added to Item 1 by Amendment No. 6
(Post-Effective No. 3) is hereby deleted and replaced with the
following:
"It is proposed that Alabama Power Capital will issue
3,880,000 of its Trust Preferred Securities (the "Trust Preferred
Securities"), with a liquidation preference of $25 per Trust
Preferred Security and an aggregate liquidation preference of
$97,000,000. It is contemplated that the interest rate to be
borne by the Trust Preferred Securities (which shall also be the
rate for the Trust Common Securities and Junior Subordinated
Notes) will be a fixed rate which shall not be above an annual
rate of 10% of the liquidation preference of $25 per Trust
Preferred Security (the "Interest Rate"). It is proposed that
Alabama Power Capital will issue its Trust Common Securities,
registered in the name of Alabama, in an aggregate amount of
$3,000,000 (the "Trust Common Securities") to Alabama. The
proceeds realized by Alabama Power Capital from the sale of the
Trust Preferred Securities, together with Alabama's payment to
Alabama Power Capital in the amount of $3,000,000 for the Trust
Common Securities, will be loaned to Alabama, such loan to be
evidenced by $100,000,000 aggregate principal amount of Alabama's
Series A Junior Subordinated Notes (the "Junior Subordinated
Notes"). The Junior Subordinated Notes will mature thirty (30)
years from the initial regularly scheduled interest payment date
with respect thereto (March 31, 2026). It is also proposed that
the Junior Subordinated Notes will not be convertible into any
other securities or assets of Alabama or Alabama Capital Trust."
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The eighth paragraph added to Item 1 by Amendment No. 6
(Post-Effective No. 3) is hereby deleted and replaced with the
following:
The Trust Securities are subject to mandatory redemption
upon repayment of the Junior Subordinated Notes at maturity or
upon their earlier redemption. The Junior Subordinated Notes may
be redeemed, in whole or in part, at the option of Alabama at any
time on or after five (5) years from the initial regularly
scheduled interest payment date with respect thereto (March 31,
2001). In addition, upon the occurrence of certain special
events arising from a change in law or a change in legal
interpretation or other specified circumstances relating to tax
matters and the Investment Company Act of 1940, as amended,
Alabama shall elect to either (i) redeem the Junior Subordinated
Notes (and thus cause the redemption of the Trust Securities), or
(ii) dissolve Alabama Power Capital and, after satisfaction of
creditors as required by applicable Delaware law, cause Junior
Subordinated Notes to be distributed to the holders of the Trust
Preferred Securities in liquidation of Alabama Power Capital. In
the case of such a special event, the Trust shall have the
opportunity to eliminate such special event within ninety (90)
days after the occurrence thereof by taking some ministerial
action, such as filing a form or making an election, or pursuing
some other reasonable measure, which would have no adverse effect
on Alabama Power Capital, Alabama, or the holders of the Trust
Preferred Securities.
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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: January 22, 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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