File No. 70-8461
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 18
(Post-Effective No. 15)
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
241 Ralph McGill Boulevard, NE 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 Comptroller 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
241 Ralph McGill Boulevard, NE 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 as heretofore amended hereby further amended by adding the
following thereto:
It is further considered that the record is now complete with
respect to the issuance by Savannah Electric Capital Trust I of $40,000,000
aggregate liquidation amount of Trust Preferred Securities and the related
issuance by Savannah of the related series of Junior Subordinated Notes and the
Guarantees.
ITEM 2. FEES, COMMISSIONS AND EXPENSES.
The estimated fees and expenses to be incurred by Savannah in
connection herewith are as follows:
Each
Initial Additional
Issuance Issuance
* Filing fees - Securities and Exchange Commission $32,450 $ --
Fees and Expenses of Trustees.................... 10,000 10,000
* Listing on New York Stock Exchange............... 47,800 --
Printing charges................................. 40,000 10,000
Rating Agency Fees............................... 32,600 15,000
Services of Southern Company Services, Inc....... 40,000 10,000
Fees and Expenses of counsel..................... 52,500 25,000
Blue sky fees and expenses....................... 3,500 3,500
Fees of accountants, Arthur Andersen LLP......... 40,000 20,000
Miscellaneous.................................... 11,150 6,500
---------- ----------
TOTAL............................... $310,000 $100,000
*These categories of expenses are a function of the amount of issuance.
ITEM 3. APPLICABLE STATUTORY PROVISIONS.
3.2 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
<PAGE>
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.
Southern currently meets all of the conditions of Rule 53(a), except
for clause (1). At August 31, 1998, Southern's "aggregate investment," as
defined in Rule 53(a)(1), in EWGs and FUCOs was approximately $2.912 billion, or
about 75.38% of Southern's "consolidated retained earnings," also as defined in
Rule 53(a)(1), for the four quarters ended June 30, 1998 ($3.863 billion). 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 No. 26501, dated April 1, 1996 (the "Rule 53(c) Order"); and
Holding Company Act Release No. 26646, dated January 15, 1997 (order denying
request for reconsideration and motion to stay).
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. Issuance of preferred securities by
Alabama Power Capital Trust III, Alabama Power Capital Trust IV, Alabama Power
<PAGE>
Capital Trust V, Georgia Power Capital Trust IV, Georgia Power Capital Trust V,
Georgia Power Capital Trust VI, Mississippi Power Capital Trust II, Mississippi
Power Capital Trust III and Savannah Electric Capital Trust I) 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.
The Rule 53(c) Order was predicated, in part, upon an assessment of
Southern's overall financial condition which took into account, among other
factors, Southern's consolidated capitalization ratio and the recent growth
trend in Southern's retained earnings. As of December 31, 1995, the most recent
fiscal year preceding the Rule 53(c) Order, Southern's consolidated
capitalization consisted of 49.3% equity (including mandatorily redeemable
preferred securities) and 50.7% debt (including $1.68 billion of long-term,
non-recourse debt and short-term debt related to EWGs and FUCOs). As of year-end
1997, that ratio was 47.5% equity and 52.5% debt (including $4.593 billion of
long-term, non-recourse debt and short-term debt related to EWGs and FUCOs). On
a pro forma basis, taking into consideration, among other things, the
transactions contemplated hereby such ratios are 48.1% and 51.9%, respectively,
for equity and debt. The common equity component of Southern's pro forma
<PAGE>
consolidated capitalization represents 35.1% of total capitalization at June 30,
1998. Thus, since the date of the Rule 53(c) Order, there has been no material
change in Southern's consolidated capitalization ratio, which remains within
acceptable ranges and limits of rating agencies as evident by the continued "A"
corporate credit rating of Southern. Specifically, in January 1997 Standard &
Poor's assigned Southern its corporate credit rating of "A" which was consistent
with the implied corporate rating previously held by Southern. This implied
rating had been in effect since May 1995. Therefore, since the April 1996 issue
of the Rule 53(c) Order, the Southern consolidated credit rating has remained at
"A" thereby demonstrating Southern's continued strong financial integrity. In
addition, the underlying ratings of the affiliated operating companies, which
have a strong influence on the Southern corporate rating, are all "A+". As a
point of reference, the pro forma percentage of debt in the total capital
structure of the Southern domestic operating utility companies is 45.7%, which
is at the median total debt ratio of the Standard & Poor's "A" rated vertically
integrated utilities.1
Southern's consolidated retained earnings grew on average approximately
8.6% per year from 1992 through 1996. In 1997, consolidated retained earnings
increased $78,148,000, or slightly more than 2%. The reduction in the rate of
earnings growth in 1997 was primarily due to a $111 million windfall profits tax
assessed against South Western Electricity in the United Kingdom. The total
windfall profits tax for South Western Electricity was $148 million; however,
the $111 million reflects only Southern's 75% ownership. Despite the imposition
of this tax, Southern's interests in EWGs and FUCOs have made a positive
contribution to earnings in the two calendar years ending after the Rule 53(c)
order.
Accordingly, since the date of the Rule 53(c) Order, the capitalization
and earnings attributable to Southern's investments in EWGs and FUCOs has not
had any adverse impact on Southern's financial integrity.
Reference is made to Exhibit I which reflects capitalization at June
30, 1998 and the Statement of Income for the year ended June 30, 1998 for
Southern and subsidiaries consolidated.
_______________________________
1 Currently, capitalization ratios, including short-term debt, for "A" rated
vertically integrated electric utilities have a median total debt to total
capital ratio of 45% as noted by Standard & Poor's in May 1997 for companies
rated both publicly and confidentially. Prior to issuing this rating standard,
the Standard & Poor's total debt to total capital benchmark for an "A" rated
vertically integrated investor-owned-utility having an average business position
was 47%.
<PAGE>
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS.
A. Exhibits:
A-17 - Trust Agreement of Savannah Electric Capital Trust
I. (Designated in Form S-3, File No. 333-46171, as
Exhibit 4.6.)
A-18 - Form of Amended and Restated Trust Agreement for
Savannah Electric Capital Trust I. (Designated in
Form S-3, File No. 333-46171, as Exhibit 4.7.)
B-10 - Subordinated Note Indenture between Savannah
Electric and Power Company and The Bank of New York,
as Trustee. (Designated in Form S-3, File No.
333-46171, as Exhibit 4.3)
B-11 - Form of Supplemental Indenture to Subordinated Note
Indenture between Savannah Electric and Power Company
and The Bank of New York, as Trustee. (Designated in
Form S-3, File No. 333-46171, as Exhibit 4.4.)
B-12 - Form of Guarantee with respect to Preferred
Securities of Savannah Electric Capital Trust I.
(Designated in Form S-3 File No. 333-46171, as
Exhibit 4.11.)
C-1 - Savannah's Registration Statement under the
Securities Act of 1933. (Filed electronically
February 12, 1998, File Nos. 333-46171 and
333-46171-01.)
F-1 - Opinion of Balch & Bingham LLP, counsel for
Alabama.
F-2 - Opinion of Troutman Sanders LLP, counsel for
Georgia.
F-4 - Opinion of Eaton and Cottrell, P.A., counsel for
Mississippi.
F-5 - Opinion of Bouhan, Williams & Levy LLP, counsel for
Savannah.
I - Capitalization and Income Statement of The Southern
Company and Subsidiary Companies after giving effect
to the issuance of the preferred securities.
B. Financial Statements.
Balance sheet of Alabama at June 30, 1998. (Designated in
Alabama's Form 10-Q for the quarter ended June 30, 1998, File No.
1-3164.)
<PAGE>
Balance sheet of Georgia at June 30, 1998. (Designated in
Georgia's Form 10-Q for the quarter ended June 30, 1998, File No.
1-6468.)
Balance sheet of Mississippi at June 30, 1998. (Designated in
Mississippi's Form 10-Q for the quarter ended June 30, 1998, File
No. 0-6849.)
Balance sheet of Savannah at June 30, 1998. (Designated in
Savannah's Form 10-Q for the quarter ended June 30, 1998, File
No. 1-5072.)
Statements of Income of Alabama for the period ended June 30,
1998. (Designated in Alabama's Form 10-Q for the quarter ended
June 30, 1998, File No. 1-3164.)
Statements of Income of Georgia for the period ended June 30,
1998. (Designated in Georgia's Form 10-Q for the quarter ended
June 30, 1998, File No. 1-6468.)
Statements of Income of Mississippi for the period ended June 30,
1998. (Designated in Mississippi's Form 10-Q for the quarter
ended June 30, 1998, File No. 0-6849.)
Statements of Income of Savannah for the period ended June 30,
1998. (Designated in Savannah's Form 10-Q for the quarter ended
June 30, 1998, File No. 1-5072.)
<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: October 23, 1998 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
Exhibit F-1
Balch & Bingham LLP
Birmingham, Alabama
October 23, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Re: Statement on Form U-1 of
Alabama Power Company (the "Company") et al.
File No. 70-8461
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 and sale by Alabama Power Capital
Trust III, Alabama Power Capital Trust IV and Alabama Power Capital Trust V (the
"Trusts") of Trust Preferred Securities and the related issuance by the Company
of its Guarantees and Junior Subordinated Notes (all as defined therein).
We are of the opinion that (i) the Company is validly organized and
duly existing as a corporation under the laws of the State of Alabama, (ii) the
Trusts have been duly formed and are validly existing as statutory business
trusts under the laws of the State of Delaware, and (iii) 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:
(a) all State laws applicable to such proposed transactions will
have been complied with;
(b) the Company's obligations with respect to the Guarantees and
the Junior Subordinated Notes will be valid and binding
obligations of the Company in accordance with their terms;
<PAGE>
Securities and Exchange Commission
October 23, 1998
Page 2
(c) the obligations of each Trust with respect to its Trust
Preferred Securities will be valid and binding obligations of
such Trust in accordance with their terms; and
(d) the consummation of the proposed transactions will not violate
the legal rights of the holders of any securities issued by
the Company, the Trusts, or any associate company of either
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
Exhibit F-2
Troutman Sanders LLP
Atlanta, Georgia
October 23, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Re: Statement on Form U-1 of
Georgia Power Company (the "Company") et al.
File No. 70-8461
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 and sale by Georgia Power Capital
Trust IV, Georgia Power Capital Trust V and Georgia Power Capital Trust VI (the
"Trusts") of Trust Preferred Securities and the related issuance by the Company
of its Guarantees and Junior Subordinated Notes (all as defined therein).
We are of the opinion that (i) the Company is validly organized and
duly existing as a corporation under the laws of the State of Georgia, (ii) the
Trusts have been duly formed and are validly existing as statutory business
trusts under the laws of the State of Delaware, and (iii) 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:
(a) all State laws applicable to such proposed transactions will
have been complied with;
(b) the Company's obligations with respect to the Guarantees and
the Junior Subordinated Notes will be valid and binding
obligations of the Company in accordance with their terms;
<PAGE>
Securities and Exchange Commission
October 23, 1998
Page 2
(c) the obligations of each Trust with respect to its Trust
Preferred Securities will be valid and binding obligations of
such Trust in accordance with their terms; and
(d) the consummation of the proposed transactions will not violate
the legal rights of the holders of any securities issued by
the Company, the Trusts, or any associate company of either
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/Troutman Sanders LLP
Exhibit F-4
Eaton and Cottrell, P. A.
Gulfport, Mississippi
October 23, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Re: Statement on Form U-1 of
Mississippi Power Company (the "Company") et al.
File No. 70-8461
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 and sale by Mississippi Power Capital
Trust II and Mississippi Power Capital Trust III (the "Trusts") of Trust
Preferred Securities and the related issuance by the Company of its Guarantees
and Junior Subordinated Notes (all as defined therein).
We are of the opinion that (i) the Company is validly organized and
duly existing as a corporation under the laws of the State of Mississippi and is
duly admitted to do business under the laws of the State of Alabama, (ii) the
Trusts have been duly formed and are validly existing as statutory business
trusts under the laws of the State of Delaware, and (iii) 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:
(a) all State laws applicable to such proposed transactions will
have been complied with;
(b) the Company's obligations with respect to the Guarantees and
the Junior Subordinated Notes will be valid and binding
obligations of the Company in accordance with their terms;
<PAGE>
Securities and Exchange Commission
October 23, 1998
Page 2
(c) the obligations of each Trust with respect to its Trust
Preferred Securities will be valid and binding obligations of
such Trust in accordance with their terms; and
(d) the consummation of the proposed transactions will not violate
the legal rights of the holders of any securities issued by
the Company, the Trusts, or any associate company of either
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/Eaton and Cottrell, P. A.
Exhibit F-5
Bouhan Williams & Levy LLP
Savannah, Georgia
October 23, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Re: Statement on Form U-1 of
Savannah Electric and Power Company (the "Company") et al.
File No. 70-8461
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 and sale by Savannah Electric Capital
Trust I (the "Trust") of Trust Preferred Securities and the related issuance by
the Company of its Guarantee and Junior Subordinated Notes (all as defined
therein).
We are of the opinion that (i) the Company is validly organized and
duly existing as a corporation under the laws of the State of Georgia, (ii) the
Trust has been duly formed and is validly existing as a statutory business trust
under the laws of the State of Delaware, and (iii) 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:
(a) all State laws applicable to such proposed transactions will
have been complied with;
(b) the Company's obligations with respect to the Guarantee and
the Junior Subordinated Notes will be valid and binding
obligations of the Company in accordance with their terms;
<PAGE>
Securities and Exchange Commission
October 23, 1998
Page 2
(c) the obligations of the Trust with respect to its Trust
Preferred Securities will be valid and binding obligations of
the Trust in accordance with their terms; and
(d) the consummation of the proposed transactions will not violate
the legal rights of the holders of any securities issued by
the Company, the Trust, or any associate company of either
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/Bouhan, Williams & Levy LLP
Exhibit I
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
Capitalization Ratios at June 30, 1998
<TABLE>
<CAPTION>
Consolidated Pro Forma
per 10-Q Amounts (A) Equity Debt
--------------- -------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Capitalization (in thousands of dollars):
Common stock..........................................$3,488,988 $ - $3,488,988
Paid-in capital........................................2,418,469 - 2,418,469
Retained earnings......................................3,886,150 (94,948)(B) 3,791,202
Accumulated other comprehensive income.....................9,125 - 9,125
Preferred stock..........................................443,914 200,000 (B) 643,914
Capital & preferred securities.........................1,989,675 930,750 (B,D) 2,920,425
Long-term debt........................................10,929,606 1,030,550 (B) $11,960,156
Preferred due within one year..............................8,661 - 8,661
Long-term debt due within one year.......................558,385 - 558,385
Notes payable & commercial paper.......................1,838,940 - 1,838,940
=============== ============== ================ ================
Total (Incl Amts Due in 1 Year)...............$25,571,913........$2,066,352 $13,280,784 $14,357,481
=============== ============== ================ ================
Actual Amounts in Millions of Dollars....................$25,572 $12,245 $13,327
Actual Capitalization Ratios..............................100.0% 47.9% 52.1%
Pro Forma Amounts in Millions of Dollars.................$27,638 $13,281 $14,357
Pro Forma Capitalization Ratios...........................100.0% 48.1% 51.9%
</TABLE>
Pro Forma Consolidated Statements of Income (Unaudited)
(Stated in Thousands of Dollars)
<TABLE>
<CAPTION>
For the Twelve
Months Ended Pro Forma
June 30, 1998 Amounts (A) As Adjusted
<S> <C> <C> <C>
OPERATING REVENUES $ 12,736,458 $ - $ 12,736,458
---------------- ------------- ----------------
OPERATING EXPENSES:
Operation--
Fuel 2,368,781 - 2,368,781
Purchased power 2,702,197 - 2,702,197
Other 2,041,364 - 2,041,364
Maintenance 794,771 - 794,771
Depreciation and amortization 1,417,794 - 1,417,794
Amortization of deferred Plant Vogtle costs 60,937 - 60,937
Taxes other than income taxes 571,863 - 571,863
Income taxes 725,175 (51,147)(C) 674,028
---------------- ------------- ----------------
Total operating expenses 10,682,882 (51,147) 10,631,735
---------------- ------------- ----------------
OPERATING INCOME 2,053,576 51,147 2,104,723
OTHER INCOME:
Equity in earnings of unconsolidated subsidiaries 68,649 - 68,649
Interest income 254,883 - 254,883
Other, net (14,219) - (14,219)
Income taxes applicable to other income 27,932 - 27,932
United Kingdom Windfall Profit Tax (148,062) - (148,062)
---------------- ------------- ----------------
INCOME BEFORE INTEREST CHARGES 2,242,759 51,147 2,293,906
---------------- ------------- ----------------
INTEREST CHARGES AND OTHER:
Interest on long-term debt 715,102 67,779 (C) 782,881
Allowance for debt funds used during construction (11,071) - (11,071)
Interest on notes payable 117,701 - 117,701
Amortization of debt discount, premium and expense, net 58,350 - 58,350
Other interest charges 85,994 - 85,994
Minority interest in subsidiaries 30,034 - 30,034
Distributions on capital and preferred securities of subsidiary companies 139,849 66,316 (C,D) 206,165
Preferred dividends of subsidiary companies 24,557 12,000 (C) 36,557
---------------- ------------- ----------------
Interest charges and other, net 1,160,516 146,095 1,306,611
---------------- ------------- ----------------
CONSOLIDATED NET INCOME $ 1,082,243 $ (94,948) $ 987,295
================ ============= ================
</TABLE>
(See Notes on Following Page)
<PAGE>
NOTES
(A) The amounts and types of the securities to be issued will be dependent
upon, among other things, market conditions prevailing at the time of
issuance. The amounts estimated to be issued are the maximum amounts
requested in the subject application, together with remaining
authorizations in certain previous applications, and are used solely for
the purpose of illustrating the effect upon Southern Company consolidated
capitalization and earnings. In addition, no assumptions are made in
connection with possible refundings.
(B) To give effect to (i) the proposed issuance of $61,480,000 of pollution
control obligations and $310,000,000 of senior notes by Mississippi Power
Company; and (ii) the proposed issuance by Gulf Power Company of
$5,000,000 additional preferred securities, $200,000,000 of first
mortgage bonds, $200,000,000 of preferred stock, $159,070,000 of
pollution control obligations, and $300,000,000 of senior notes.
(C) To give effect to (i) the proposed issuance by Mississippi Power Company
of $61,480,000 of pollution control bonds at an assumed rate of 5.25%,
and $310,000,000 of senior notes at an assumed rate of 7%; (ii) the
proposed issuance by Gulf Power Company of $5,000,000 additional
preferred securities at an assumed rate of 7.125%, $200,000,000 of first
mortgage bonds at an assumed rate of 6.75%, $200,000,000 of preferred
stock at an assumed rate of 6%, $159,070,000 of pollution control
obligations at an assumed rate of 5.25%, and $300,000,000 of senior notes
at an assumed rate of 7%.
(D) To give effect to (i) the proposed issuance of $500,000,000 of preferred
securities by Alabama Power Company; (ii) the proposed issuance of
$310,750,000 of preferred securities by Georgia Power Company; (iii) the
proposed issuance of $75,000,000 of preferred securities by Mississippi
Power Company; and (iv) the proposed issuance of $40,000,000 of preferred
securities by Savannah Electric, all of which are contemplated in File
No. 70-8461, as amended.