File No. 70-8229
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 7
(Post-Effective No. 5)
to
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:
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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Item 1. Description of Proposed Transactions.
Item 1 is hereby amended by adding thereto the following:
"Pursuant to the terms of the Second Series Revenue Bonds and
the Trust Indenture under which they are to be issued, the rate of
interest on the Second Series Revenue Bonds shall not in any event
exceed 15% per annum. Notwithstanding such maximum rate, Gulf
expects that the effective cost to Gulf of the Second Series Revenue
Bonds determined from time to time will not exceed the yield at the
time on U. S Treasury securities having a comparable maturity. Such
effective cost will reflect the applicable interest rate or rates and
any underwriter's discount or commission.
The Note to be issued by Gulf pursuant to each Agreement will
provide for payments to be made by Gulf at times and in amounts which
shall correspond to the payments with respect to the principal of,
premium, if any, and interest on the related series of Revenue Bonds
whenever and in whatever manner the same shall become due, whether at
stated maturity, upon redemption or declaration or otherwise.
The First Series Revenue Bonds will be subject to optional
redemption, upon the request of Gulf, on or after September 1, 1999,
in whole or in part at any time, at the redemption prices (expressed
as percentages of the principal amount) set forth in the table below,
plus accrued interest to the redemption date:
Redemption Period Redemption
(all dates inclusive) Price
September 1, 1999 - August 31, 2000 102%
September 1, 2000 - August 31, 2001 101%
September 1, 2001 - and thereafter 100%
The Second Series Revenue Bonds will be subject to optional
redemption upon the request of Gulf, in whole or in part on any
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business day, when interest on the Second Series Revenue Bonds is
payable at a daily or weekly rate; the redemption price is 100% of
the principal amount plus accrued interest to the redemption date.
The Second Series Revenue Bonds will not be optionally redeemable
during any commercial paper rate period. During any long-term
interest rate period (i.e., a period of 366 days or longer), (a) if
the long-term interest rate period is less than or equal to five
years, the Second Series Revenue Bonds will not be optionally
redeemable during such long-term interest rate period; and (b) if the
long-term interest rate period is greater than five years, the Second
Series Revenue Bonds will not be optionally redeemable for five years
after the date on which the Second Series Revenue Bonds begin to bear
interest at the long- term interest rate. After such five-year call
protection period, the Second Series Revenue Bonds may be redeemed at
any time in whole or in part at the option of Gulf at 102% of their
principal amount plus accrued interest to the redemption date. Such
redemption premium will decline every year by one percentage point
until the Second Series Revenue Bonds are redeemable without premium.
Subject to certain conditions provided in the Indenture, the
foregoing redemption provisions applicable to any long-term interest
rate period may be changed based upon market conditions prevailing at
the time of the establishment of such long-term interest rate period.
The Second Series Revenue Bonds will also be subject to
mandatory redemption on the effective date of any new long-term
interest rate period, on each interest payment date when the Second
Series Revenue Bonds bear interest at a commercial paper rate and on
the effective date of any change in the method of determining the
interest rate on the Second Series Revenue Bonds. Any such mandatory
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redemption (or purchase by the Company in lieu of redemption as
provided in the Indenture) will be at a price equal to 100% of the
principal amount of the Second Series Revenue Bonds, plus accrued
interest to the redemption or purchase date, except that in the case
of a change to a new long-term interest rate period or a change in
the interest rate mode prior to the day originally established as the
day after the last day of a long-term interest rate period, the
Second Series Revenue Bonds will be redeemed or purchased at the
percentage of their principal amount which would be payable upon the
applicable optional redemption described above.
Both series of the Revenue Bonds are also subject to redemption
in whole at any time at the principal amount thereof plus accrued
interest to the redemption date, but without premium, in certain
cases of undue burdens or excessive liabilities imposed with respect
to the Project or its damage or destruction beyond practicable or
desirable repairability.
The First Series Revenue Bonds are not subject to mandatory
redemption.
The respective series of the Collateral Bonds will be issued in
a principal amount equal to the principal amount of the related
series of Revenue Bonds and will bear interest at the rate or rates
of interest borne by such related series of Revenue Bonds."
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
amendment to be signed on its behalf by the undersigned thereunto
duly authorized.
Dated: September 23, 1994 GULF POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary
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