File No. 70-8461
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 13
(Post-Effective No. 10)
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.
Item 1 is hereby amended by adding thereto the following:
By order dated December 15, 1994 (HCAR No. 26187) (the "December
1994 Order"), the Operating Companies were authorized to form separate special
purpose subsidiaries. Each special purpose subsidiary would issue and sell
preferred securities in one or more series from time to time through December
31, 1997. In the December 1994 Order, Georgia was authorized to issue
$100,000,000 of preferred securities and jurisdiction was reserved pending
completion of the record over the issuance of preferred securities in the amount
of $175,000,000 in the case of Alabama, $200,000,000 in the case of Georgia,
$15,000,000 in the case of Gulf, $15,000,000 in the case of Mississippi and
$10,000,000 in the case of Savannah.
By order dated January 17, 1996 (HCAR No. 26452) (the "January
1996 Order"), Alabama was authorized to issue $97,000,000 of preferred
securities and jurisdiction was reserved pending completion of the record over
the issuance of preferred securities in the amount of $78,000,000 in the case of
Alabama, $200,000,000 in the case of Georgia, $15,000,000 in the case of Gulf,
$15,000,000 in the case of Mississippi and $10,000,000 in the case of Savannah.
By post-effective amendment dated June 18, 1996, the Operating
Affiliates requested that the authority to issued preferred securities 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. In the case of Alabama and Georgia,
such amounts were in addition to the amounts authorized by the December 1994
Order and the January 1996 Order. The Operating Affiliates also requested that
such authority be extended through December 31, 2001. Such request was noticed
June 21, 1996 (HCAR 26535).
By order dated August 26, 1996 (HCAR No. 26560) (the "August 1996
Order") Georgia completed the record and was authorized to issue $400,000,000 of
preferred securities and the Operating Companies were authorized, pending
completion of the record, to effect the sale of preferred securities in one or
more series from time to time through December 31, 2001 in the amount of
$250,000,000 in the case of Alabama, $100,000,000 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.
By subsequent orders (HCAR 26644, dated January 14, 1997; HCAR
26657, dated January 29, 1997 and HCAR 26660, dated February 5, 1997) the record
was completed and the sale of preferred securities was authorized as follows:
$250,000,000 for Alabama; $60,000,000 for Gulf; and $55,000,000 for Mississippi.
Currently, the Commission has jurisdiction reserved regarding the
issuance and sale of additional preferred securities in the amounts of
$100,000,000 for Georgia, $5,000,000 for Mississippi and $35,000,000 for
Savannah.
The Operating Companies (except for Savannah) now request new or
additional authority as follows: $300,000,000 for Alabama; $200,000,000 for
Georgia; $50,000,000 for Gulf; and $70,000,000 for Mississippi. The applicants
request that such authority be in addition to amounts previously authorized in
this proceeding and that the Commission reserve jurisdiction, pending completion
of the record over the issuance and sale of preferred securities through
December 31, 2001, as follows: $300,000,000 for Alabama; $300,000,000 for
Georgia; $50,000,000 for Gulf; $75,000,000 for Mississippi; and $35,000,000 for
Savannah.
ITEM 2. EXHIBITS AND FINANCIAL STATEMENTS.
A. Exhibits:
F-1 Opinion of Balch & Bingham LLP, counsel for Alabama. (To be
filed by amendment.)
F-2 Opinion of Troutman Sanders LLP, counsel for Georgia. (To be
filed by amendment.)
F-3 Opinion of Beggs & Lane, counsel for Gulf. (To be filed by
amendment.)
F-4 Opinion of Eaton and Cottrell, P.A., counsel for Mississippi.
(To be filed by amendment.)
F-5 Opinion of Bouhan, Williams & Levy LLP, counsel for
Savannah. (To be filed by amendment.)
B. Financial Statements.
Balance sheet of Alabama at December 31, 1996. (Designated in
Alabama's Form 10-K for the year ended December 31, 1996, File
No. 1-3164.)
Statements of Income of Alabama for the periods ended December
31, 1996. (Designated in Alabama's Form 10-K for the year ended
December 31, 1996, File No. 1-3164.)
Balance sheet of Georgia at December 31, 1996. (Designated in
Georgia's Form 10-K for the year ended December 31, 1996, File
No. 1-6468.)
Statements of Income of Georgia for the periods ended December
31, 1996. (Designated in Georgia's Form 10-K for the year ended
December 31, 1996, File No. 1-6468.)
Balance sheet of Gulf at December 31, 1996. (Designated in Gulf's
Form 10-K for the year ended December 31, 1996, File No. 0-2429.)
Statements of Income of Gulf for the periods ended December 31,
1996. (Designated in Gulf's Form 10-K for the year ended December
31, 1996, File No. 0-2429.)
Balance sheet of Mississippi at December 31, 1996. (Designated in
Mississippi's Form 10-K for the year ended December 31, 1996,
File No. 0-6849.)
Statements of Income of Mississippi for the periods ended
December 31, 1996. (Designated in Mississippi's Form 10-K for the
year ended December 31, 1996, File No. 0-6849.)
Balance sheet of Savannah at December 31, 1996. (Designated in
Savannah's Form 10-K for the year ended December 31, 1996, File
No. 1-5072.)
Statements of Income of Savannah for the periods ended December
31, 1996. (Designated in Savannah's Form 10-K for the year ended
December 31, 1996, File No. 1-5072.)
ITEM 3. APPLICABLE STATUTORY PROVISIONS.
Item 3 is hereby amended by adding thereto the following:
"Rule 54 Analysis: The proposed transaction is also subject to
Rule 54, which provides that, in determining whether to approve an application
which does not relate to any "exempt wholesale generator" ("EWG") or "foreign
utility company" ("FUCO"), the Commission shall not consider the effect of the
capitalization or earnings of any such EWG or FUCO which is a subsidiary of a
registered holding company if the requirements of Rule 53(a), (b) and (c) are
satisfied.
The Southern Company ("Southern") currently meets all of the
conditions of Rule 53(a), except for clause (1). At March 31, 1997, Southern's
"aggregate investment," as defined in Rule 53(a)(1), in EWGs and FUCOs is
approximately $2.481 billion, or about 67.6% of Southern's "consolidated
retained earnings," also as defined in Rule 53(a)(1), for the four quarters
ended December 31, 1996 ($3,671 million). With respect to Rule 53(a)(1),
however, the Commission has determined that Southern's financing of investments
in EWGs and FUCOs in an amount greater than the amount that would otherwise be
allowed by Rule 53(a)(1) would not have either of the adverse effects set forth
in Rule 53(c). See The Southern Company, Holding Company Act Release Nos. 26501
and 26646, dated April 1, 1996 and January 15, 1997, respectively.
In addition, Southern has complied and will continue to comply
with the record-keeping requirements of Rule 53(a)(2), the limitation under Rule
53(a)(3) on the use of Operating Company personnel to render services to EWGs
and FUCOs, and the requirements of Rule 53(a)(4) concerning the submission of
copies of certain filings under the Act to retail rate regulatory commissions.
Further, none of the circumstances described in Rule 53(b) has occurred.
Moreover, even if the effect of the capitalization and earnings
of EWGs and FUCOs in which Southern has an ownership interest upon the Southern
holding company system were considered, there is no basis for the Commission to
withhold or deny approval for the proposal made in this Application-Declaration.
The action requested in the instant filing (viz. approval for certain financing
transactions by Operating Companies) would not, by itself, or even considered in
conjunction with the effect of the capitalization and earnings of Southern's
EWGs and FUCOs, have a material adverse effect on the financial integrity of the
Southern system, or an adverse impact on Southern's public-utility subsidiaries,
their customers, or the ability of State commissions to protect such
public-utility customers."
<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: May 2, 1997 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
