File No. 70-9739
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
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 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
The statement on Form U-1 as initially filed in this proceeding is
hereby amended and restated in its entirety as follows:
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION
The Southern Company ("SOUTHERN"), a Delaware corporation, is a holding
company registered under the Public Utility Holding Company Act of 1935, as
amended (the "1935 Act"). Alabama Power Company, an Alabama corporation
("ALABAMA"), Georgia Power Company, a Georgia corporation ("GEORGIA"), Gulf
Power Company, a Maine corporation ("GULF"), and Mississippi Power Company, a
Mississippi corporation ("MISSISSIPPI") (ALABAMA, GEORGIA, GULF and MISSISSIPPI
are sometimes collectively referred to herein as the "Subsidiaries" or the
"Applicants"), request authority (i) for each of the Subsidiaries (other than
GEORGIA) to solicit proxies from the holders of their respective shares of
preferred stock and common stock and (ii) for each of the Subsidiaries to amend
their respective Charters (as defined herein).
A. Introduction
1. ALABAMA Proxy Solicitation
ALABAMA proposes to solicit proxies from the holders of its outstanding
shares of preferred stock and common stock (the "ALABAMA Proxy Solicitation")
for use at a special meeting of its stockholders (the "ALABAMA Special Meeting")
to consider a proposed amendment to Alabama's charter (the "ALABAMA Charter")
that would confer voting rights for the election of directors on the holders of
its preferred stock (the "ALABAMA Proposed Amendment"). If the ALABAMA Proposed
Amendment is adopted, ALABAMA may make a special cash payment to each preferred
stockholder who voted his or her shares of preferred stock in favor of the
ALABAMA Proposed Amendment.
2. GULF Proxy Solicitation
GULF proposes to solicit proxies from the holders of its outstanding
shares of preferred stock and common stock (the "GULF Proxy Solicitation") for
use at a special meeting of its stockholders (the "GULF Special Meeting") to
consider a proposed amendment to GULF's Restated Articles of Incorporation, as
amended (the "GULF Charter"), that would confer voting rights for the election
of directors on the holders of its preferred stock (the "GULF Proposed
Amendment"). If the GULF Proposed Amendment is adopted, GULF may make a special
cash payment to each preferred stockholder who voted his or her shares of
preferred stock in favor of the GULF Proposed Amendment.
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3. MISSISSIPPI Proxy Solicitation
MISSISSIPPI proposes to solicit proxies from the holders of its
outstanding shares of preferred stock and common stock (the "MISSISSIPPI Proxy
Solicitation") for use at a special meeting of its stockholders (the
"MISSISSIPPI Special Meeting") to consider a proposed amendment to MISSISSIPPI's
Articles of Incorporation, as amended (the "MISSISSIPPI Charter"), that would
confer voting rights for the election of directors on the holders of its
preferred stock (the "MISSISSIPPI Proposed Amendment").1 If the MISSISSIPPI
Proposed Amendment is adopted, MISSISSIPPI may make a special cash payment to
each preferred stockholder who voted his or her shares of preferred stock in
favor of the MISSISSIPPI Proposed Amendment.
Applicants request that the Securities and Exchange Commission (the
"Commission") issue a public notice of the proposed transactions and order
authorizing the Proxy Solicitations (collectively, the "Proxy Solicitation
Order") as soon as practicable, thereby affording the Subsidiaries sufficient
time to solicit proxies in advance of the Special Meetings. Applicants further
request that as soon as practicable after the Proxy Solicitation Order, the
Commission issue an order authorizing the Proposed Amendments.
B. Proposed Transactions: Proxy Solicitation and Proposed Amendment
1. Terms of Proxy Solicitation and Proposed Amendment
a. ALABAMA
ALABAMA has outstanding 5,608,955 shares of common stock, par value $40
per share (the "ALABAMA Common Stock"), all of which are held by SOUTHERN.
ALABAMA's outstanding preferred stock consists of (i) 8,000,000 shares of Class
A cumulative preferred stock, stated capital $25 per share (collectively, the
"ALABAMA $25 Preferred Stock"), issued in two series (each, an "ALABAMA $25
Series"), 2 (ii) 475,115 shares of cumulative preferred stock, par value $100
per share (collectively, the "ALABAMA $100 Preferred Stock"), issued in six
series (each, an "ALABAMA $100 Series"), 3 (iii) 200 shares of Class A
__________________________
1 The ALABAMA Proxy Solicitation, the GULF Proxy Solicitation and the
MISSISSIPPI Proxy Solicitation are sometimes referred to herein individually as
a "Proxy Solicitation" and collectively as the "Proxy Solicitations"; the
ALABAMA Special Meeting, the GULF Special Meeting and the MISSISSIPPI Special
Meeting are sometimes referred to herein individually as a "Special Meeting" and
collectively as the "Special Meetings"; the ALABAMA Charter, the GEORGIA Charter
(as defined herein), the GULF Charter and the MISSISSIPPI Charter are sometimes
referred to herein individually as a "Charter" and collectively as the
"Charters"; and the ALABAMA Proposed Amendment, the GEORGIA Proposed Amendment
(as defined herein), the GULF Proposed Amendment and the MISSISSIPPI Proposed
Amendment are sometimes referred to herein individually as a "Proposed
Amendment" and collectively as the "Proposed Amendments."
2 The two series of ALABAMA $25 Preferred Stock consist of a 5.83% series, of
which 1,520,000 shares are outstanding; and a 5.20% series, of which 6,480,000
shares are outstanding.
3 The six series of ALABAMA $100 Preferred Stock consist of a 4.20% series, of
which 135,115 shares are outstanding; a 4.52% series, of which 50,000 shares are
outstanding; a 4.60% series, of which 100,000 shares are outstanding; a 4.64%
series, of which 60,000 shares are outstanding; a 4.72% series, of which 50,000
shares are outstanding; and a 4.92% series, of which 80,000 shares are
outstanding.
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cumulative preferred stock, stated capital $100,000 per share (collectively, the
"1993 Auction Preferred Stock"), issued in one series (the "1993 Auction
Series"), and (iv) 500,000 shares of Class A cumulative preferred stock, stated
capital $100 per share (collectively, the "1988 Auction Preferred Stock" and,
together with the ALABAMA $25 Preferred Stock, the ALABAMA $100 Preferred Stock
and the 1993 Auction Preferred Stock, the "ALABAMA Preferred Stock"), issued in
one series (the "1988 Auction Series" and, together with the ALABAMA $25 Series,
the ALABAMA $100 Series and the 1993 Auction Series, the "ALABAMA Series"). The
ALABAMA Common Stock and ALABAMA Preferred Stock constitute ALABAMA's only
outstanding securities entitled to vote on the ALABAMA Proposed Amendment.
ALABAMA has outstanding no other class of equity securities.
If the ALABAMA Proposed Amendment is adopted, ALABAMA may make a
special cash payment in an amount not to exceed 0.50% of the par value or stated
capital, as applicable, per share of the ALABAMA Preferred Stock (except that
the special cash payment may not exceed 0.125% of the stated capital per share
for the 1988 Auction Series and the 1993 Auction Series) (each, an "ALABAMA Cash
Payment") for each share of ALABAMA Preferred Stock properly voted at the
ALABAMA Special Meeting (in person by ballot or by proxy) in favor of the
ALABAMA Proposed Amendment. ALABAMA will disburse ALABAMA Cash Payments out of
its general funds, promptly after adoption of the ALABAMA Proposed Amendment.
b. GEORGIA
GEORGIA proposes to obtain a written consent from the holder of its
outstanding shares of common stock for the approval of a proposed amendment to
GEORGIA's charter, as amended (the "GEORGIA Charter"), that would confer voting
rights for the election of directors on the holders of its preferred stock (the
"GEORGIA Proposed Amendment").
GEORGIA has outstanding 7,761,500 shares of common stock, no par value
(the "GEORGIA Common Stock"), all of which are held by SOUTHERN. GEORGIA's
outstanding preferred stock consists of 145,689 shares of cumulative preferred
stock, stated value $100 per share (collectively, the "GEORGIA Preferred
Stock"), issued in one $4.60 series (the "GEORGIA Series"). The GEORGIA Common
Stock constitutes GEORGIA's only outstanding securities entitled to vote on the
GEORGIA Proposed Amendment. GEORGIA has outstanding no other class of equity
securities.
c. GULF
GULF has outstanding 992,717 shares of common stock, no par value (the
"GULF Common Stock"), all of which are held by SOUTHERN. GULF's outstanding
preferred stock consists of 42,361 shares of preferred stock, par value $100 per
share (collectively, the "GULF Preferred Stock"), issued in three series (each,
a "GULF Series").4 The GULF Common Stock and GULF Preferred Stock constitute
GULF's only outstanding securities entitled to vote on the GULF Proposed
Amendment. GULF has outstanding no other class of equity securities.
__________________________________
4 The three series of GULF Preferred Stock consist of a 4.64% series, of which
12,503 shares are outstanding; a 5.16% series, of which 13,574 shares are
outstanding; and a 5.44% series, of which 16,284 shares are outstanding.
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If the GULF Proposed Amendment is adopted, GULF may make a special cash
payment in an amount not to exceed 0.50% par value per share of the GULF
Preferred Stock (each, a "GULF Cash Payment") for each share of GULF Preferred
Stock properly voted at the GULF Special Meeting (in person by ballot or by
proxy) in favor of the GULF Proposed Amendment. GULF will disburse GULF Cash
Payments out of its general funds, promptly after adoption of the GULF Proposed
Amendment.
d. MISSISSIPPI
MISSISSIPPI has outstanding 1,121,000 shares of common stock, without
par value (the "MISSISSIPPI Common Stock"), all of which are held by SOUTHERN.
MISSISSIPPI's outstanding preferred stock consists of (i) 234,040 shares of
cumulative preferred stock, par value $100 per share (collectively, the
"MISSISSIPPI Depositary Preferred Stock"), issued as depositary preferred shares
(each such depositary share representing one-fourth of a share of cumulative
preferred stock, par value $100 per share), issued in two series (each, a
"MISSISSIPPI Depositary Series"), 5 and (ii) 84,050 shares of cumulative
preferred stock, par value $100 per share (collectively, the "MISSISSIPPI
Regular Preferred Stock" and, together with the MISSISSIPPI Depositary Preferred
Stock, the "MISSISSIPPI Preferred Stock"), issued in four series (each, a
"MISSISSIPPI Regular Series" and, together with the MISSISSIPPI Depositary
Series, the "MISSISSIPPI Series").6 The MISSISSIPPI Common Stock and MISSISSIPPI
Preferred Stock constitute MISSISSIPPI's only outstanding securities entitled to
vote on the MISSISSIPPI Proposed Amendment. MISSISSIPPI has outstanding no other
class of equity securities.
If the MISSISSIPPI Proposed Amendment is adopted, MISSISSIPPI may make
a special cash payment in an amount not to exceed 0.50% of the par value per
share of the MISSISSIPPI Preferred Stock (each, a "MISSISSIPPI Cash Payment")
for each share of MISSISSIPPI Preferred Stock properly voted at the MISSISSIPPI
Special Meeting (in person by ballot or by proxy) in favor of the MISSISSIPPI
Proposed Amendment. MISSISSIPPI will disburse MISSISSIPPI Cash Payments out of
its general funds, promptly after adoption of the MISSISSIPPI Proposed
Amendment.7
e. Miscellaneous
Adoption of the Proposed Amendments requires the affirmative vote of
the holders of not less than (1) (A) in the case of ALABAMA and MISSISSIPPI, a
majority of the votes cast of the outstanding Preferred Stock of all Series,
voting together as one class and (B) in the case of GULF, a majority of the
voting power of the outstanding Preferred Stock of all Series, voting together
_________________________________
5 The two series of MISSISSIPPI Depositary Preferred Stock consist of a 6.32%
series, of which 150,000 shares are outstanding; and a 6.65% series, of which
84,040 shares are outstanding.
6 The four series of MISSISSIPPI Regular Preferred Stock consist of a 4.40%
series, of which 8,867 shares are outstanding; a 4.60% series, of which 8,643
shares are outstanding; a 4.72% series, of which 16,700 shares are outstanding;
and a 7.00% series, of which 49,840 shares are outstanding.
7 The ALABAMA Cash Payment, the GULF Cash Payment and the MISSISSIPPI Cash
Payment are sometimes referred to herein individually as a "Cash Payment" and
collectively as the "Cash Payments."
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as one class, and (2) in the case of GEORGIA, two-thirds of its Common Stock and
in the case of ALABAMA, GULF and MISSISSIPPI, a majority of its Common Stock.
SOUTHERN will vote its shares of ALABAMA Common Stock, GEORGIA Common Stock,
GULF Common Stock and MISSISSIPPI Common Stock, respectively, in favor of the
Proposed Amendments. In the case of GEORGIA, SOUTHERN will effect its vote by a
written consent in lieu of a meeting.
The Subsidiaries may engage one or more entities to act as information
agent(s) in connection with the Proxy Solicitations for fees and expenses
estimated not to exceed approximately $100,000.
2. Reason for Proposed Amendments
The proposed spin-off of Southern Energy, Inc. ("Southern Energy") by
SOUTHERN is intended to be a tax-free reorganization within the meaning of
Sections 368 and 355 of the Internal Revenue Code of 1986, as amended (the
"Code"). In order to constitute such a tax-free spin-off, Section 355 of the
Code requires, among other things, that SOUTHERN have "control" not only of
Southern Energy, but also of the Subsidiaries. For this purpose, "control" is
defined as the ownership of stock possessing at least 80% of the total combined
voting power of all classes of a corporation's stock which are entitled to vote,
and at least 80% of the total number of shares of all other classes of stock.
"Voting stock" essentially is defined as stock which is entitled to vote for
directors. Furthermore, such "control" must be obtained in a transaction in
which gain or loss is not recognized. The Proposed Amendments are designed to
constitute a tax-free recapitalization under which the Preferred Stock of each
Subsidiary will become voting stock by giving such Preferred Stock a fractional
vote for directors.8 When the voting Preferred Stock is considered along with
the voting common stock that SOUTHERN owns, SOUTHERN will own at least 80% of
the total combined voting power of all classes of stock entitled to vote, and
thus will have the requisite "control" of the Subsidiaries for tax purposes.9 On
August 1, 2000, SOUTHERN received a favorable private letter ruling from the
Internal Revenue Service with respect to the proposed spin-off and related
transactions, including the Proxy Solicitations and the Proposed Amendments.
ITEM 2. FEES, COMMISSIONS AND EXPENSES
Other than the Cash Payments described in Item 1, the fees, commissions
and expenses to be incurred, directly or indirectly, by the Applicants in
connection with the proposed transactions will be supplied by amendment.
____________________________________
8 The vote to be given to holders of Preferred Stock in the Proposed Amendments
is expected to range from one-tenth of a vote to one vote per share of Preferred
Stock.
9 It is estimated that SOUTHERN will own from 81.5% to 98.1% of each Subsidiary
when the Proposed Amendments are adopted.
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ITEM 3. APPLICABLE STATUTORY PROVISIONS
Section 12(e) of the 1935 Act and Rules 62 and 65 thereunder are
applicable to the Proxy Solicitations. Section 12(e) of the 1935 Act and Rule 65
thereunder are and Section 6(a)(2) may be deemed applicable to Cash Payments.
Section 6(a)(2) of the 1935 Act is applicable to the Proposed Amendments. Rule
54 under the 1935 Act is also applicable to the proposed transactions.
Rule 54 Analysis: The proposed transactions are 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.
SOUTHERN currently meets all of the conditions of Rule 53(a), except
for clause (1). At June 30, 2000, SOUTHERN's "aggregate investment," as defined
in Rule 53(a)(1), in EWGs and FUCOs was approximately $2.746 billion, or about
63.84% of SOUTHERN's "consolidated retained earnings," also as defined in Rule
53(a)(1), for the four quarters ended June 30, 2000 ($4.302 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 would be 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 would not, on a pro forma basis, have
any effect on the SOUTHERN system's financial condition. Further, the proposed
transactions, considered in conjunction with the effect of the capitalization
and earnings of SOUTHERN's EWGs and FUCOs, would not 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.
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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). SOUTHERN's
consolidated capitalization as of June 30, 2000 was 39.8% equity, 60.2% debt
including all non-recourse debt, and 54.3% equity and 45.7% debt excluding all
non-recourse debt.
Since the date of the Rule 53(c) Order, there has been a reduction in
SOUTHERN's consolidated equity capitalization ratio; however, it remains within
acceptable ranges and limits of rating agencies for strong investment grade
corporate credit ratings. In addition, the affiliated operating companies, which
have a significant influence on the SOUTHERN corporate rating, continue to show
strong financial statistics as measured by the rating agencies. The following
table presents the senior secured ratings history for each as rated by S&P,
Moody's and Fitch:
<TABLE>
<CAPTION>
-------------------- --------------------- ------------- ------------- -------------- ------------- -------------
Company Agency 1995 1996 1997 1998 199910
-------------------- --------------------- ------------- ------------- -------------- ------------- -------------
-------------------- --------------------- ------------- ------------- -------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Alabama S&P A+ A+ A+ A+ A+
Moody's A1 A1 A1 A1 A1
Fitch A+ AA- AA- AA- AA-
-------------------- --------------------- ------------- ------------- -------------- ------------- -------------
-------------------- --------------------- ------------- ------------- -------------- ------------- -------------
Georgia S&P A+ A+ A+ A+ A+
Moody's A1 A1 A1 A1 A1
Fitch AA- AA- AA- AA- AA-
-------------------- --------------------- ------------- ------------- -------------- ------------- -------------
-------------------- --------------------- ------------- ------------- -------------- ------------- -------------
Gulf S&P A+ A+ AA- AA- AA-
Moody's A1 A1 A1 A1 A1
Fitch A+ AA- AA- AA- AA-
-------------------- --------------------- ------------- ------------- -------------- ------------- -------------
-------------------- --------------------- ------------- ------------- -------------- ------------- -------------
Mississippi S&P A+ A+ AA- AA- AA-
Moody's Aa3 Aa3 Aa3 Aa3 Aa3
Fitch AA- AA- AA- AA- AA-
-------------------- --------------------- ------------- ------------- -------------- ------------- -------------
-------------------- --------------------- ------------- ------------- -------------- ------------- -------------
Savannah S&P A+ A+ AA- AA- AA-
Moody's A1 A1 A1 A1 A1
Fitch Not rated Not rated Not rated Not rated Not rated
-------------------- --------------------- ------------- ------------- -------------- ------------- -------------
</TABLE>
SOUTHERN's consolidated retained earnings grew on average approximately
5.9% per year over the last five years. Excluding the $111 million one-time
windfall profits tax imposed on South Western Electricity plc ("SWEB") in 1997,
the $221 million write down of assets in 1998, the $69 million write down of the
Mobile Energy investment in 1999 and the $78 million gain on the sale of the
SWEB supply business in 1999, the average growth would be 7.4%. In 1999,
consolidated retained earnings increased $354 million, or 9.1%. SOUTHERN's
_______________________________________
10 In April 2000, Moody's and Duff & Phelps (now known as Fitch) reaffirmed
their ratings; however, S&P placed the ratings of Southern and its affiliates on
credit watch with negative implications.
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interests in EWGs and FUCOs have made a positive contribution to earnings over
the four 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 an adverse impact on SOUTHERN's financial integrity.
ITEM 4. REGULATORY APPROVAL
No state or federal regulatory agency, other than the Commission, has
jurisdiction over the proposed transactions.
ITEM 5. PROCEDURE
The Applicants request that the Commission issue and publish as soon as
practicable the requisite notice under Rule 23 with respect to the filing of
this Application-Declaration, together with an order under Section 12(e) and
Rule 62 permitting the Subsidiaries to solicit proxies pursuant to the Proxy
Solicitations.
The Applicants waive any recommended decision by a hearing officer of
or by any other responsible officer of the Commission and waive the 30-day
waiting period between the issuance of the Commission's order and the date it is
to become effective, since it is desired that the Commission's order, when
issued, becomes effective forthwith. The Applicants consent to the Staff of the
Division of Investment Management assisting in the preparation of the
Commission's decision and/or orders in this matter, unless the Staff opposes the
matters covered by this Application-Declaration.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS
(a) Exhibits:
A-1 Charter of ALABAMA and amendments thereto through October 14,
1994. (Designated in Registration Nos. 2-59634 as Exhibit
2(b), 2-60209 as Exhibit 2(c), 2-60484 as Exhibit 2(b),
2-70838 as Exhibit 4(a)-2, 2-85987 as Exhibit 4(a)-2, 33-25539
as Exhibit 4(a)-2, 33-43917 as Exhibit 4(a)-2, in Form 8-K
dated February 5, 1992, File No. 1-3164, as Exhibit 4(b)-3, in
Form 8-K dated July 8, 1992, File No. 1-3164, as Exhibit
4(b)-3, in Form 8-K dated October 27, 1993, File No. 1-3164,
as Exhibit 4(a) and 4(b), in Form 8-K dated November 16, 1993,
File No. 1-3164, as Exhibit 4(a), in Certificate of
Notification, File No. 70-8191, as Exhibit A, in ALABAMA's
Form 10-K for the year ended December 31, 1997, File No.
1-3164, as Exhibit 3(b)2 and Form 8-K dated August 10, 1998,
File No. 1-3164, as Exhibit 4.4.)
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A-2 By-laws of ALABAMA as amended effective July 23, 1993, and as
presently in effect. (Designated in Form U-1, File No.
70-8191, as Exhibit A-2.)
A-3 Charter of GEORGIA and amendments thereto through October 25,
1993. (Designated in Registration Nos. 2-63392 as Exhibit
2(a)-2, 2-78913 as Exhibits 4(a)-(2) and 4(a)-(3), 2-93039 as
Exhibit 4(a)-(2), 2-96810 as Exhibit 4(a)-2, 33-141 as Exhibit
4(a)-(2), 33-1359 as Exhibit 4(a)(2), 33-5405 as Exhibit
4(b)(2), 33-14367 as Exhibits 4(b)-(2) and 4(b)-(3), 33-22504
as Exhibits 4(b)-(2), 4(b)-(3) and 4(b)-(4), in GEORGIA's Form
10-K for the year ended December 31, 1991, File No. 1-6468, as
Exhibits 4(a)(2) and Exhibit 4(a)(3), in Registration No.
33-48895 as Exhibits 4(b)-(2) and 4(b)-(3), in Form 8-K dated
December 10, 1992, File No. 1-6468 as Exhibit 4(b), in Form
8-K dated June 17, 1993, File No. 1-6468, as Exhibit 4(b) in
Form 8-K dated October 20, 1993, File No. 1-6468, as Exhibit
4(b) and in GEORGIA's Form 10-K for the year ended December
31, 1997, File No. 1-6468, as Exhibit 3(c)2.)
A-4 By-laws of GEORGIA as amended effective July 18, 1990, and as
presently in effect. (Designated in GEORGIA's Form 10-K for
the year ended December 31, 1990, File No. 1-6468, as Exhibit
3.)
A-5 Restated Articles of Incorporation of GULF and amendments
thereto through November 8, 1993. (Designated in Registration
No. 33-43739 as Exhibit 4(b)-1, in Form 8-K dated January 15,
1992, File No. 0-2429, as Exhibit 1(b), in Form 8-K dated
August 18, 1992, File No. 0-2429, as Exhibit 4(b)-2, in Form
8-K dated September 22, 1993, File No. 0-2429, as Exhibit 4,
in Form 8-K dated November 3, 1993, File No. 0-2429, as
Exhibit 4 and in GULF's Form 10-K for the year ended December
31, 1997, File No. 0-2429, as Exhibit 3(d)2.)
A-6 By-laws of GULF as amended effective July 28, 2000, and as
presently in effect. (Designated in GULF's Form 10-Q for the
quarter ended June 30, 2000, File No. 0-2429, as Exhibit
3(d)2.)
A-7 Articles of incorporation of MISSISSIPPI, articles of merger
of Mississippi Power Company (a Maine corporation) into
MISSISSIPPI and articles of amendment to the articles of
incorporation of MISSISSIPPI through August 19, 1993.
(Designated in Registration No. 2-71540 as Exhibit 4(a)-1, in
Form U5S for 1987, File No. 30-222-2, as Exhibit B-10, in
Registration No. 33-49320 as Exhibit 4(b)-(1), in Form 8-K
dated August 5, 1992, File No. 0-6849, as Exhibits 4(b)-2 and
4(b)-3, in Form 8-K dated August 4, 1993, File No. 0-6849, as
Exhibit 4(b)-3, in Form 8-K dated August 18, 1993, File No.
0-6849, as Exhibit 4(b)-3 and in MISSISSIPPI's Form 10-K for
the year ended December 31, 1997, File No. 0-6849, as Exhibit
3(e)2.)
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A-8 By-laws of MISSISSIPPI as amended effective April 2, 1996, and
as presently in effect. (Designated in Form U5S for 1995, File
No. 30-222-2, as Exhibit B-10.)
B-1 Proxy Statement for ALABAMA Series (to be filed by amendment).
B-2 Proxy Statement for GULF Series (to be filed by amendment).
B-3 Proxy Statement for MISSISSIPPI Series (to be filed by
amendment).
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 (to be filed by amendment).
B-6 Form of Proxy for GULF Series (to be filed by amendment).
B-7 Form of Proxy for MISSISSIPPI Series (to be filed by
amendment).
F Preliminary opinion of counsel (to be filed by amendment).
G Form of notice and order permitting proxy solicitation
(previously filed).
Exhibits heretofore filed with the Securities and Exchange
Commission and designated as set forth above are hereby incorporated herein by
reference and made a part hereof with the same effect as if filed herewith.
(b) Financial Statements:
Balance sheet of each Subsidiary at June 30, 2000. (Designated
in each Subsidiary's Form 10-Q for the quarter ended June 30,
2000, File Nos. 1-3164, 1-6468, 0-2429 and 0-6849.)
Statements of income and cash flows of each Subsidiary for the
period ended June 30, 2000. (Designated in each Subsidiary's
Form 10-Q for the quarter ended June 30, 2000, File Nos.
1-3164, 1-6468, 0-2429 and 0-6849.)
Since June 30, 2000, there have been no material adverse changes, not
in the ordinary course of business, in the financial condition of the
Subsidiaries from that set forth in or contemplated by the foregoing financial
statements.
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ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS.
A. In light of the nature of the proposed transactions as described in
Item 1, the Commission's action in this matter will not constitute any major
federal action significantly affecting the quality of the human environment.
B. No other federal agency has prepared or is preparing an
environmental impact statement with respect to the proposed transactions.
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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: October 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
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