File No. 70-7294
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 5
(Post-Effective No. 3)
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 is hereby amended by adding the following thereto:
"The refinancing proposed herein will not be consummated
unless the estimated present value savings derived from the net
difference between interest payments on the obligations to be
issued for refunding purposes and the outstanding Notes is, on an
after-tax basis, greater than the present value of all prepayment
and issuance costs, assuming an appropriate discount rate. Such
discount rate is based on the estimated after-tax interest rate on
the obligations issued for refunding purposes.
The outstanding Notes of Fuelco, Inc. were issued for the
purpose of financing the Termination and Closure Payments to coal
suppliers in connection with the termination of then existing
contracts. The proceeds from the sale of the Notes to certain
insurance companies were loaned by Fuelco, Inc. to Mississippi.
Mississippi's obligation to repay such loan is evidenced by its
8.25% Limited Obligation Non-Negotiable Note in the original
principal amount of $121,325,000, secured by a Subordinate Land
Deed of Trust conveying a subordinated interest in Plant Daniel.
Mississippi further executed and delivered separate Guaranty
Agreements in favor of each holder from time to time of the
outstanding Notes.
To provide new lower cost arrangements for the supply of coal
to Plant Daniel, Mississippi entered into a contract for such
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supply with Fuelco, Inc. In turn, Fuelco, Inc. entered into an
agreement for the supply of coal to it under terms substantially
identical to those of the contract with Mississippi. Mississippi
is required to make payments for coal which include amounts
necessary to amortize the principal and interest on the
outstanding Notes. Such minimum payments are made as coal is
delivered to Mississippi, but Mississippi's obligation to pay
amounts sufficient to amortize the Notes is irrespective of the
delivery of coal."
Item 3. Applicable Statutory Provisions.
Item 3 is hereby amended by adding thereto the following:
"The refinancing of the outstanding Notes is subject to
Section 12(c) of the Act but is considered to be excepted from the
provisions of Rule 42(a) pursuant to subparagraph (b)(2) of such
rule. The obligations of Mississippi proposed to be incurred
hereunder may be secured by a subordinated lien on certain
properties of Mississippi; such aspect of the proposed
transactions may be subject to Section 12(d) of the Act. To the
extent that Rule 50 under the Act may be applicable to the
financing transactions proposed herein, Gulf and Mississippi
hereby request an exception therefrom pursuant to subparagraph
(a)(5) of such rule. It is respectfully submitted that compliance
with paragraphs (b) and (c) of Rule 50 is not appropriate to aid
the Commission to determine whether the fees, commissions or other
remuneration to be paid are reasonable, or whether any term or
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condition is detrimental to the public interest or the interest of
investors or consumers."
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 11, 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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