File No. 70-8193
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 6 to
Form U-1
APPLICATION OR DECLARATION
under
The Public Utility Holding Company Act of 1935
GEORGIA POWER COMPANY
333 Piedmont Avenue, N.E.
Atlanta, Georgia 30308
SAVANNAH ELECTRIC AND POWER COMPANY
600 East Bay Street
Savannah, Georgia 31402
(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)
Judy M. Anderson Kirby R. Willis
Vice President and Corporate Secretary Vice President and Chief
Georgia Power Company Financial Officer
333 Piedmont Avenue, N.E. Savannah Electric and Power Company
Atlanta, Georgia 30308 600 East Bay Street
Savannah, Georgia 31402
(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
The Southern Company NationsBank Plaza, Suite 5200
64 Perimeter Center East 600 Peachtree Street
Atlanta, Georgia 30346 Atlanta, Georgia 30308
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INFORMATION REQUIRED
Item 3. Applicable Statutory Provisions.
Item 3 is hereby amended by adding the following thereto:
The proposed transaction is also subject to Rule 54. Under
Rule 54, in determining whether to approve the issue or sale of a
security by a registered holding company for purposes other than
the acquisition of an "exempt wholesale generator" or "foreign
utility company," or other transactions by such registered
holding company or its subsidiaries other than with respect to
"exempt wholesale generators" or "foreign utility companies," the
Commission shall not consider the effect of the capitalization or
earnings of any subsidiary which is an "exempt wholesale
generator" or a "foreign utility company" upon the registered
holding company system if Rules 53(a), (b) and (c) are satisfied.
In that regard, assuming consummation of the transaction proposed
in this application, all of the conditions set forth in Rule
53(a) are and will be satisfied and none of the conditions set
forth in Rule 53(b) exists or, as a result thereof, will exist.
Rule 53(a)(1): Assuming full utilization of $500 million of
proceeds of the sale of Common Stock (as authorized in HCAR Nos.
25980 and 26098) and/or the use of up to $500 million of the
proceeds of short-term borrowings and/or commercial paper sales
(as authorized in HCAR No. 26004), to make investments in "exempt
wholesale generators" and "foreign utility companies," or the
guaranty by Southern of up to $500 million of securities of any
"exempt wholesale generators" or "foreign utility companies" (as
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authorized by HCAR No. 25980), the combination of which may not
exceed $500 million, Southern's "aggregate investment" in such
entities would be approximately 26.9% of "consolidated retained
earnings," as defined in Rule 53(a)(1)(ii), of Southern,
determined as follows: At September 30, 1994, Southern had
invested, directly or indirectly, an aggregate of $409.5 million
in "exempt wholesale generators" and "foreign utility
companies," 1 and had utilized for this purpose approximately
$97.7 million of the authorized proceeds of common stock, debt
and/or guarantees. The average of the consolidated retained
earnings of Southern reported on Form 10-K or Form 10-Q, as
applicable, for the four consecutive quarters ended September 30,
1994, is $3.019 billion. Southern's "aggregate investment," on a
pro forma basis, expressed as a percentage of "consolidated
retained earnings," is approximately 26.9% ($409.5 million +
$402.3 million divided by $3.019 billion).
Rule 53(a)(2): Southern maintains books and records
enabling it to identify investments in and earnings from each
"exempt wholesale generator" and "foreign utility company" in
which it directly or indirectly holds an interest. In addition,
each domestic "exempt wholesale generator" in which Southern
holds an interest maintains its books and records and prepares
its financial statements in conformity with U.S. generally
1 These investments were in companies or partnerships that
are "exempt wholesale generators," as defined in Section 32,
operating or constructing facilities in Hawaii and Virginia, and
in "foreign utility companies," as defined in Section 33,
operating in The Grand Bahamas, Chile and Argentina.
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accepted accounting principles ("GAAP"). The books and records
and financial statements of each "foreign utility company" in
which Southern holds an interest (including those that are
"majority-owned subsidiaries" and those that are not) are
maintained and prepared in conformity with GAAP. All of such
books and records and financial statements will be made available
to the Commission, in English, upon request.
Rule 53(a)(3): No more than 2% of the employees of
Southern's operating utility subsidiaries will, at any one time,
directly or indirectly, render services to "exempt wholesale
generators" and "foreign utility companies." Based on current
staffing levels of Southern's domestic operating utility
subsidiaries (such companies currently employ, in the aggregate,
approximately 27,000 salaried and hourly employees), no more than
540 employees of these companies, in the aggregate, determined on
a full-time-equivalent basis, will be utilized at any one time in
rendering services directly or indirectly to "exempt wholesale
generators" and "foreign utility companies." By order dated
December 30, 1994 (HCAR No. 26212), certain of Southern's
subsidiaries have been authorized to render services to "exempt
wholesale generators" and "foreign utility companies," as
required by Rule 53(a).
Rule 53(a)(4): Southern is simultaneously submitting a copy
of this Application or Declaration, and will submit copies of any
Rule 24 certificates required hereunder, as well as a copy of
Southern's Form U5S, to the Federal Energy Regulatory Commission
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and to the appropriate public service commission(s) having
jurisdiction over the retail rates of Southern's operating
utility subsidiaries.
In addition, Southern states that the provisions of Rule
53(a) are not made inapplicable to the authorization herein
requested by reason of the provisions of Rule 53(b).
Rule 53(b)(1): Neither Southern nor any subsidiary of
Southern is the subject of any pending bankruptcy or similar
proceeding.
Rule 53(b)(2): Southern's average consolidated retained
earnings for the four most recent quarterly periods ($3.019
billion) represented an increase of approximately $44 million in
the average consolidated retained earnings for the previous four
quarterly periods ($2.975 billion).
Rule 53(b)(3): In the previous fiscal year, Southern did
not report any operating losses attributable to its direct or
indirect investments in "exempt wholesale generators" and
"foreign utility companies."
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SIGNATURE
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.
Dated: March 9, 1995
GEORGIA 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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