File No. 70-9739
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
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 One Energy Place
Birmingham, Alabama 35291 Pensacola, Florida 32520
GEORGIA POWER COMPANY MISSISSIPPI POWER COMPANY
241 Ralph McGill Boulevard, N.E. 2992 West Beach
Atlanta, Georgia 30308 Gulfport, Mississippi 39501
(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)
William E. Zales, Jr., Vice President Warren E. Tate, Secretary
and Corporate Secretary and Treasurer
Alabama Power Company Gulf Power Company
600 North 18th Street One Energy Place
Birmingham, Alabama 35291 Pensacola, Florida 32520
Judy M. Anderson, Vice President Michael W. Southern, Vice President,
and Corporate Secretary Secretary, Treasurer and
Georgia Power Company Chief Financial Officer
241 Ralph McGill Boulevard, N.E. Mississippi Power Company
Atlanta, Georgia 30308 2992 West Beach
Gulfport, Mississippi 39501
(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., Suite 5200
270 Peachtree Street, N.W. Atlanta, Georgia 30308
Atlanta, Georgia 30303
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INFORMATION REQUIRED
ITEM 2. FEES, COMMISSIONS AND EXPENSES.
Item 2 is hereby amended to read in its entirety as follows:
"Other than the Cash Payments described in Item 1, the fees,
commissions and expenses (each, a `fee') to be incurred, directly or indirectly,
by the Applicants or any associate company thereof in connection with the
proposed transactions are estimated as follows:
Southern Company Services fees........................ $ 50,000
Outside counsel fees.................................. 125,000
Information Agent fees................................ 25,000
Broker/dealer fees.................................... 120,000
Printing.............................................. 50,000
Mailing............................................... 100,000
Miscellaneous fees.................................... 30,000
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TOTAL................................................. $500,000"
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ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS
(a) Exhibits:
B-1 - Proxy Statement for ALABAMA Series.
B-2 - Proxy Statement for GULF Series.
B-3 - Proxy Statement for MISSISSIPPI Series.
B-4 - Notice of Special Meeting (attached as part of
Exhibit B-1 (ALABAMA Series), B-2 (GULF Series) and
B-3 (MISSISSIPPI Series)).
B-5 - Form of Proxy for ALABAMA Series.
B-6 - Form of Proxy for GULF Series.
B-7 - Form of Proxy for MISSISSIPPI Series.
F-1 - Opinion of Balch & Bingham LLP, counsel to ALABAMA.
F-2 - Opinion of Troutman Sanders LLP, counsel to GEORGIA.
F-3 - Opinion of Beggs & Lane, counsel to GULF.
F-4 - Opinion of Eaton and Cottrell, P.A., counsel to
MISSISSIPPI.
<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: November 13, 2000
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
