File No. 70-7294
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 4
(Post-Effective No. 2)
to
Form U-1
APPLICATION OR DECLARATION
under
The Public Utility Holding Company Act of 1935
GULF POWER COMPANY MISSISSIPPI POWER COMPANY
500 Bayfront Parkway 2992 West Beach
Pensacola, Florida 32501 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)
Warren E. Tate W. Edgar Gilmore
Secretary Secretary
Gulf Power Company Mississippi Power Company
500 Bayfront Parkway 2992 West Beach
Pensacola, Florida 32501 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 F. Young
Financial Vice President Vice President
The Southern Company Southern Company Services, Inc.
64 Perimeter Center East One Wall Street, 42nd Floor
Atlanta, Georgia 30346 New York, New York 10005
John D. McLanahan
Troutman Sanders
600 Peachtree Street, N.E.
Suite 5200
Atlanta, Georgia 30308-2216
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Item 1. Description of Proposed Transactions.
Item 1 of Amendment No. 3 (Post-Effective No. 1) previously
filed in this proceeding is hereby amended to read in its entirety
as follows:
"By its order in this proceeding dated December 16, 1986
(HCAR No. 35-24261), the Commission authorized various
transactions relating to the financing of the Termination and
Closure Payments described therein, including the issuance and
sale by Fuelco, Inc. of $121,325,000 aggregate principal amount of
its Notes due December 31, 1995. The aggregate unpaid principal
amount of the Notes is approximately $35,000,000. The Notes bear
interest at the rate of 8.25% per annum and may be prepaid in
whole or in part at any time on or after January 1, 1994 at
101.03% of the principal amount thereof during 1994 and 100.00% of
such principal amount during 1995, together in each case with
accrued interest to the prepayment date.
As previously described in this proceeding, the purpose of
the Termination and Closure Payments and the financing thereof
through the issuance of the Notes was to effect new lower cost
arrangements for the supply of coal to Plant Daniel. The
arrangements were made necessary because of significant changes in
market and transportation conditions relating to the cost and
availability of coal and have resulted in substantial cost
savings. Fuelco, Inc. is a wholly-owned, special purpose
subsidiary of The Corporation Trinity Company, which in turn is a
wholly-owned subsidiary of The Corporation Trust Company.
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Gulf and Mississippi consider that substantial cost savings
may be realized by refinancing the Notes. Accordingly, it is now
proposed that, in order to provide funds for such refinancing,
Fuelco, Inc. or another similar special purpose corporation may
issue and sell, on or before December 31, 1994, up to $36,000,000
aggregate principal amount of new notes (the "Refunding Notes")
maturing on December 31, 1995. The proceeds from the sale of the
Refunding Notes would be applied to the prepayment of the
outstanding Notes. While the interest rate to be borne by the
Refunding Notes has not been determined at this time, it is
anticipated based upon current market conditions and rate levels
that such rate would not exceed 5-1/2% per annum. The Refunding
Notes would not be prepayable prior to maturity.
It is contemplated that the transactions and associated
documentation relating to the issuance of the Refunding Notes
would be substantially the same as previously described in this
proceeding with respect to the outstanding Notes.
As an alternative to the arrangement described above for
refinancing the Notes, it is proposed that Mississippi may effect
borrowings of up to $36,000,000 from a bank or banks or other
institutional lender or lenders. Such borrowings may be evidenced
by Mississippi's promissory note or notes, may be secured by a
subordinated lien on certain properties of Mississippi, would have
a final maturity of December 31, 1995, and would not be
prepayable. As in the case of the Refunding Notes, it is
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currently anticipated that the interest rate of such borrowings
would not exceed 5-1/2% per annum. The proceeds from such
borrowings would be loaned to Fuelco, Inc. and applied to the
prepayment of the outstanding Notes. The obligation of Fuelco,
Inc. to repay such loan may be evidenced by a note issued to
Mississippi, the payments on which would correspond to the
payments due on Mississippi's note or notes described above, and
would be included in the minimum payments owing under the existing
coal supply agreement between Fuelco, Inc. and Mississippi (see
Exhibit A-3 previously filed herein).
Gulf will be responsible for one-half of all costs incurred
by Mississippi pursuant to the arrangements proposed herein, in
accordance with the agreement between the parties relating to
Plant Daniel (see HCAR No. 19696, dated September 28, 1976).
The authority requested hereby is in addition to the
authorization for borrowings by Gulf and Mississippi in File No.
70-7937."
Item 2. Fees, Commissions and Expenses.
Item 2 is hereby amended by adding thereto the following:
"The estimated fees and expenses to be incurred in connection
with the transactions proposed herein are as follows:
Fees of Counsel $5,000
Miscellaneous $1,000
$6,000"
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Item 3. Applicable Statutory Provisions.
Item 3 is hereby amended by adding thereto the following:
"Sections 6(a) and 7 of the Act are applicable to the
proposed issuance by Mississippi of its note or notes as described
herein. It is considered that any such issuance will be exempt
from the competitive bid requirements of Rule 50 pursuant to
paragraph (a)(2) thereof. Mississippi's acquisition of a note
from Fuelco, Inc. may be subject to Sections 9(a) and 10 of the
Act, and its granting of a subordinated security interest in
certain of its properties may be subject to Section 12(d). The
proposed transactions may also be subject to Section 12(b) of the
Act and Rule 45 thereunder."
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.
Dated: March 4, 1994 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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