SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM U-1
APPLICATION OR DECLARATION
under
The Public Utility Holding Company Act of 1935
GULF POWER COMPANY
500 Bayfront Parkway
Pensacola, Florida 32501
(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
Secretary and Treasurer
Gulf Power Company
500 Bayfront Parkway
Pensacola, Florida 32501
(Names and addresses of agents for service)
The Commission is requested to mail signed copies of all orders,
notices and communications to the above agents for service and
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, Esq.
Troutman Sanders
600 Peachtree Street, N.E.
Suite 5200
Atlanta, Georgia 30308-2216
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INFORMATION REQUIRED
Item 1. Description of Proposed Transactions.
1.1 Gulf Power Company ("Gulf"), a wholly-owned subsidiary of
The Southern Company, a registered holding company under the Public
Utility Holding Company Act of 1935, as amended (the "Act"), proposes
to issue and sell from time to time, prior to January 1, 1997,
short-term and/or term loan notes to lenders, commercial paper to
dealers and/or issue non-negotiable promissory notes to public
entities for their revenue anticipation notes in an aggregate
principal amount at any one time outstanding of up to $150,000,000.
At December 31, 1993, the maximum aggregate principal amounts of
unsecured short-term borrowings permissible under Gulf's charter and
pursuant to the exemption from the provisions of Section 6(a) of the
Act afforded by the first sentence of Section 6(b) of the Act were
$91,971,000 and $21,018,000, respectively. In no circumstances will
Gulf have unsecured borrowings outstanding at any one time that
exceed applicable charter limitations.
In view of the restriction on the amount of unsecured short-term
debt that Gulf may have outstanding under the terms of its charter,
it is proposed that any borrowings pursuant to authority granted
hereunder may be, and any such borrowings in excess of such
restricted amount of short-term unsecured debt would be, secured by a
subordinated lien on certain assets of Gulf. To the extent required,
Gulf hereby requests authority therefor pursuant to Section 12(d) of
the Act and Rule 44 thereunder.
1.2 Gulf proposes to effect borrowings from certain banks or
other lending institutions up to such amounts as will be indicated on
the list of such institutions to be filed by amendment hereto. Such
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institutional borrowings will be evidenced by notes to be dated as of
the date of such borrowings and to mature in not more than four years
after the date of issue, or by "grid" notes evidencing all
outstanding borrowings from each lender to be dated as of the date of
the initial borrowing and to mature not more than four years after
the date of issue. Gulf proposes that it may provide that any note
evidencing such borrowings may not be prepayable, or that it may be
prepaid with payment of a premium that is not in excess of the stated
interest rate on the borrowing to be prepaid, which premium in the
case of a note having a maturity of more than one year, may
thereafter decline to the date of the note's final maturity. The
form of note applicable to this paragraph will be filed by amendment
as Exhibit A-1.
Borrowings from the listed institutions will be at the lender's
prevailing rate offered to corporate borrowers of similar quality.
Such rates will not exceed the prime rate or (i) LIBOR plus up to
3/4 of 1%, (ii) the lender's certificate of deposit rate plus up to
1%, or (iii) a rate not to exceed the prime rate to be established by
bids obtained from the lenders prior to a proposed borrowing;
provided, however, that with respect to borrowings with a maturity in
excess of one year, the rate will not exceed the yield for a
comparable maturity Treasury note plus one percent.
Compensation for the credit facilities may be provided by
balances of up to 10% of the available facility or by fees of up to
1/2 of 1% per annum of the amount of the facility.
The list of proposed lending institutions, setting forth the
maximum amount to be borrowed from each, will be filed by amendment
as Exhibit A-2. Borrowings pursuant to the authority hereby sought
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will be effected among the listed institutions up to the respective
principal amounts so listed. In connection with borrowings in excess
of such listed amounts or from any institution not listed therein, a
revised list in each case will be filed pursuant to Rule 24.
1.3 Gulf also may effect short-term borrowings hereunder in
connection with the financing of certain pollution control facilities
through the issuance by public entities of their revenue bond
anticipation notes. Under an agreement with each such public entity,
the entity would effectively loan to Gulf the proceeds of the sale of
such revenue bond anticipation notes, having a maturity of not more
than one year after date of issue, and Gulf may issue its
non-negotiable promissory note therefor. Such note would provide for
payments thereon to be made at times and in amounts which shall
correspond to the payments with respect to the principal of, premium,
if any, and interest on such revenue bond anticipation notes,
whenever and in whatever manner the same shall become due, whether at
stated maturity, upon redemption or declaration or otherwise.
It is understood that the Commission will reserve jurisdiction
over the issuance by Gulf of its non-negotiable promissory notes
pursuant to this Item 1.3 pending completion of the record with
respect thereto.
1.4 Gulf also proposes that it will have authority to issue and
sell commercial paper to dealers from time to time prior to January
1, 1997. Such commercial paper to dealers will be in the form of
promissory notes with varying maturities not to exceed nine months.
Actual maturities will be determined by market conditions, the
effective interest costs and Gulf's anticipated cash flow, including
the proceeds of other borrowings, at the time of issuance. The
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commercial paper notes will be issued in denominations of not less
than $50,000 and will not by their terms be prepayable prior to
maturity. The form of commercial paper note will be filed by
amendment as Exhibit A-3.
The commercial paper will be sold by Gulf directly to or through
a dealer or dealers (the "dealer"). The discount rate (or the
interest rate in the case of interest-bearing notes), including any
commissions, will not be in excess of the discount rate per annum (or
equivalent interest rate) prevailing at the date of issuance for
commercial paper of comparable quality of the particular maturity
sold by issuers thereof to commercial paper dealers.
No commission or fee will be payable in connection with the
issuance and sale of commercial paper, except for a commission not to
exceed 1/8 of 1% per annum payable to the dealer in respect of
commercial paper sold through the dealer as principal. The dealer
will reoffer such commercial paper at a discount rate of up to 1/8 of
1% per annum less than the prevailing interest rate or at an
equivalent cost if sold on an interest-bearing basis. The name or
names of the commercial paper dealers will be supplied by amendment
prior to any sales of such commercial paper.
Each certificate under Rule 24 with respect to the issue and
sale of commercial paper will include the following information with
respect to the issue and sale of such commercial paper:
(a) the dates and principal amounts issued; and
(b) the discount rate or interest rate, as the
case may be, of each commercial paper note
and the prime commercial bank rate at which
Gulf could have obtained loans from banks at
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the date of issue at least equal to the
principal amount of such commercial paper.
No dealer will have as an officer or director any person who is
also an officer or director of Gulf, as the case may be.
1.5 Pursuant to orders of the Commission, Gulf has authority to
effect short-term borrowings prior to April 1, 1996 as set forth in
Commission File No. 70-7937 (HCAR No. 35-25507, dated March 31, 1992,
HCAR No. 35-25932, dated November 30, 1993, and HCAR No. 35-25989,
dated February 16, 1994). At March 22, 1994, borrowings in an
aggregate principal amount of approximately $58,000,000 were
outstanding pursuant to such authorization. It is Gulf's intent that
the authorization sought in this file would supersede and replace the
authorization in File No. 70-7937 effective immediately upon the date
of the Commission's order herein.
1.6 The total estimated construction expenditures of Gulf are
set forth in Exhibit G hereto. The proceeds from the proposed
borrowings will be used by Gulf for working capital purposes,
including the financing in part of its construction program.
None of the proceeds from any borrowing or from the sale of any
of the notes proposed herein will be used by Gulf, directly or
indirectly, for the acquisition of any interest in an "exempt
wholesale generator" or a "foreign utility company".
1.7 Except as may be otherwise authorized by the Commission,
any short-term borrowings of Gulf outstanding hereunder after
December 31, 1996 will be retired from internal cash resources, the
proceeds of equity financings, or the proceeds of long-term debt.
1.8 With respect to the financing transactions proposed
hereunder, Gulf hereby requests to file a certificate of notification
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under Rule 24 on a quarterly basis (by the last day of the month
following the close of each calendar quarter).
Item 2. Fees, Commissions and Expenses.
No commissions have been or will be paid in connection with the
proposed transactions except as set forth in Item 1.4. Fees and
expenses paid or incurred, or to be paid or incurred, directly or
indirectly, in connection with the proposed transactions (in addition
to those described in Item 1.4 or elsewhere herein) will be filed by
amendment.
Item 3. Applicable Statutory Provisions.
3.1 Gulf considers that the issuance and sale of the short-term
notes and commercial paper notes are currently exempt to the extent
set forth above from the provisions of Sections 6(a) and 7 of the Act
under the first sentence of Section 6(b) and that upon the granting
of this application will be so exempt to the extent of the maximum
aggregate principal amounts of the bank notes and commercial paper
notes which it proposes to issue. With respect to the term-loan
borrowings, Gulf considers that the provisions of Sections 6(a) and 7
of the Act are applicable to the proposed transactions.
Gulf considers that the issuance of notes to banks is exempt
from the provisions of Rule 50 by paragraph (a)(2) thereof.
3.2 Gulf considers that Rule 50 may be applicable to any
issuance and sale of commercial paper under the authority hereby
requested but submits that the application of the requirements of
Rule 50 in connection with the sales of commercial paper as proposed
above is not appropriate in the public interest or for the protection
of investors or consumers for the following reasons: (a) all
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commercial paper which Gulf proposes to issue and sell will have
maturities not in excess of nine months, (b) current rates for
commercial paper for borrowers, such as Gulf, are published daily in
financial publications and (c) it is not practical to invite bids for
commercial paper. Therefore, Gulf requests the Commission to exempt
its proposed issuance and sale of commercial paper from the
requirements of Rule 50.
3.3 Gulf considers that the issuance of notes, as described in
Item 1.3, may be subject to Rule 50. Gulf requests a finding of the
Commission that competitive bidding is inappropriate under the
circumstances described herein inasmuch as such notes are to be
issued and pledged solely to evidence and secure Gulf's obligation to
the public entities and no public offering by Gulf of such notes is
to be made.
3.4 The proposed transactions will be carried out in accordance
with the procedure specified in Rule 23 and pursuant to an order of
the Commission with respect thereto.
Item 4. Regulatory Approval.
The proposed issuance by Gulf of its notes to institutions and
the proposed issuance and sale of its commercial paper notes will
have been expressly authorized by the Florida Public Service
Commission, which has jurisdiction over the issuance of securities by
public utility companies operating in Florida.
Such transactions are not subject to the jurisdiction of any
federal commission other than the Commission.
Item 5. Procedure.
Gulf hereby requests that the Commission issue its order with
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respect to these transactions as soon as the rules allow and requests
that there be no 30-day waiting period between the issuance of the
Commission's order and the date on which it is to become effective.
Gulf hereby waives a recommended decision by a hearing officer or
other responsible officer of the Commission and hereby consents that
the Division of Investment Management may assist in the preparation
of the Commission's decision and/or order in this matter unless such
Division opposes the matters covered hereby.
Item 6. Exhibits and Financial Statements.
(a) Exhibits.
A-1 - Form of note. (To be filed by amendment.)
A-2 - List of lending institutions, setting forth
the maximum amount to be borrowed from each.
(To be filed by amendment.)
A-3 - Form of commercial paper note. (To be filed
by amendment.)
A-4 - 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 and in Form 8-K
dated November 3, 1993, File No. 0-2429, as
Exhibit 4).
A-5 - By-Laws of Gulf as amended effective
February 25, 1994, and as presently in
effect. (To be filed by amendment.)
B - None.
C - None.
D-1 - Petition of Gulf to the Florida Public
Service Commission. (To be filed by
amendment.)
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D-2 - Order of Florida Public Service Commission.
(To be filed by amendment.)
E - None.
F - Opinion of Beggs & Lane, counsel for Gulf.
(To be filed by amendment.)
G - Estimated sources of funds for plant
additions of Gulf for the years 1994 and
1995 and for the three months ended March
31, 1996. (Designated in Form U-1, File No.
70-7937, as Exhibit G.)
H - Form of Notice.
Exhibits heretofore filed with the Commission 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. (To be filed by amendment.)
Balance sheet of Gulf at December 31, 1993.
Statement of income and statements of earnings retained
in the business and other paid-in capital of Gulf for
the twelve months ended December 31, 1993.
Pro forma journal entries for Gulf relating to the
Balance Sheet and Statement of Income.
Since December 31, 1993, there have been no material changes,
not in the ordinary course of business, in the financial condition of
Gulf from that set forth in or contemplated by the foregoing
financial statements.
Item 7. Information as to Environmental Effects.
(a) As described in Item 1, the proposed transactions are of
a routine and strictly financial nature in the ordinary course of
business. Accordingly, the Commission's action in this matter will
not constitute any major federal action significantly affecting the
quality of the human environment.
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(b) No other federal agency has prepared or is preparing an
environmental impact statement with regard to the proposed
transactions.
SIGNATURES
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
statement to be signed on its behalf by the undersigned thereunto
duly authorized.
Dated March 23, 1994 GULF POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary
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FORM OF NOTICE EXHIBIT H
Gulf Power Company (70- )
Gulf Power Company ("Gulf"), 500 Bayfront Parkway, Pensacola,
Florida 32501, a wholly owned subsidiary of The Southern Company
("Southern"), a registered holding company, has filed an application-
declaration under Sections 6(a), 6(b), 7 and 12(d) of the Act and
Rules 50 and 44 thereunder.
Gulf proposes to issue and sell, from time-to-time, prior to
January 1, 1997, short-term and/or term loan notes to lenders,
commercial paper to dealers and/or issue non-negotiable promissory
notes to public entities for their revenue anticipation notes in an
aggregate principal amount at any one time outstanding of up to
$150,000,000.
Borrowings from banks or other lending institutions will be
dated as of the date of issue, will mature in not more than four
years and will bear interest at the lending bank's prevailing rate
offered to corporate borrowers of similar quality. Such rates will
not exceed the prime rate or (i) a margin over the London Interbank
Offered Rate ("LIBOR"), (ii) a margin over certificate of deposit
rates ("CD Rate") or (iii) a rate not to exceed the prime rate to be
established by bids obtained from the lenders prior to a proposed
borrowing; provided, however, that with respect to borrowings with a
maturity in excess of one year, the rate will not exceed the yield
for a comparable maturity Treasury note plus one percent.
Compensation for the credit facilities is currently provided by
balances of up to 10% of the available facilities or by fees up to
1/2 of 1% per annum of the amount of the facility.
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The commercial paper will not be prepayable and will have
varying maturities, none more than nine months. The commercial paper
notes will be sold directly to or through dealers at a discount rate
not in excess of the discount rate per annum (or equivalent interest
rate) prevailing at the date of issuance for commercial paper of
comparable quality and of the particular maturity sold by issuers to
or through dealers in commercial paper.
Gulf proposes to issue and sell the Commercial Paper and issue
the Pollution Control Notes under an exception from the competitive
bidding requirements of Rule 50 pursuant to Rule 50(a)(5).
The proceeds from the proposed borrowings will be used by Gulf
for working capital purposes, including the financing in part of its
construction program.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
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