File No. 70-8229
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
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:
"Gulf has determined not to deliver the Letter of Credit or
cause insurance policies to be issued in connection with the proposed
issuance and sale by the Development Authority of Monroe County
(Georgia) (the "Authority") of $22,000,000 aggregate principal amount
of its Pollution Control Revenue Bonds (Gulf Power Company Plant
Scherer Project), First Series 1994 (the "First Series Revenue
Bonds") and $20,000,000 aggregate principal amount of its Pollution
Control Revenue Bonds (Gulf Power Company Plant Scherer Project),
Second Series 1994 (the "Second Series Revenue Bonds"; the First
Series Revenue Bonds and the Second Series Revenue Bonds collectively
referred to herein as the "Revenue Bonds").
The proceeds of the Revenue Bonds will be applied to the
redemption of $42,000,000 principal amount of Development Authority
of Monroe County (Georgia), 10 1/2% Pollution Control Revenue Bonds
(Gulf Power Company Plant Scherer Project) First Series 1984, due
December 1, 2014 (the "Prior Bonds"). Gulf caused the issuance of
the Prior Bonds pursuant to authority granted by the Commission in
HCAR No. 35-23531 (December 13, 1984).
Gulf will issue two separate series of its Collateral Bonds to
the Trustee to secure its payment obligations with respect to the
respective issues of Revenue Bonds, pursuant to Supplemental
Indentures substantially in the form to be filed as Exhibits A-2(a)
and A-2(b) hereto.
The Authority has, pursuant to competitive bidding, entered into
underwriting arrangements with The Robinson-Humphrey Company, Inc.;
Merrill Lynch & Co.; CS First Boston; Smith Barney Inc.; J. C.
Bradford & Co.; Stephens Inc.; Dean Witter Reynolds, Inc.; and A. G.
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Edwards & Sons, Inc., as the underwriters, for the sale of the First
Series Revenue Bonds bearing interest at the rate of 6.30% per annum
and maturing (subject to prior redemption) on September 1, 2024.
Such arrangements will result in a true interest cost to Gulf of
6.4308% per annum. Such underwriters will purchase the First Series
Revenue Bonds from the Authority at a purchase price of 100% of the
principal amount thereof (plus accred interest from August 15, 1994
to the delivery date) and Gulf will pay the underwriting fee of
$380,000 (1.73% of the aggregate principal amount) for such
underwriters' services.
It is further proposed that the Authority will enter into
underwriting arrangements with Lehman Brothers Inc. or another
underwriters providing for the issuance and sale of the Second Series
Revenue Bonds. The Second Series Revenue Bonds will have a stated
maturity date of September 1, 2024 and will bear interest as
hereinafter described. Pursuant to such underwriting arrangements,
such underwriter is to agree to purchase the Second Series Revenue
Bonds from the Authority at a purchase price of 100% of the principal
amount thereof and Gulf will pay an underwriting fee not to exceed
$40,000 (0.2% of the aggregate principal amount) for such
underwriter's services. The proceeds from the sale of the Second
Series Revenue Bonds will be applied solely to the redemption of
higher cost revenue bonds heretofore issued by the Authority for the
benefit of Gulf as hereinbefore described.
It is proposed that the Second Series Revenue Bonds will bear
interest at an interest rate determined on each business day (daily
rate) until converted at the direction of Gulf to a different
interest rate mode permitted under the Trust Indenture. Other
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permitted modes will include interest periods of one week (weekly
rate), 30 (or less) to 365 days (commercial paper rate), and 366 days
or longer (long-term rate). Factors that could result in Gulf's
converting the Second Series Revenue Bonds to a long-term interest
rate include a decrease in long-term rates as compared to short-term
rates. Except as otherwise provided in the Trust Indenture pursuant
to which the Second Series Revenue Bonds are to be secured, each
interest rate for each such mode will be determined by the
Remarketing Agent appointed under such Trust Indenture as the minimum
rate necessary for the Remarketing Agent to sell the Second Series
Revenue Bonds at their principal amount (without regard to accrued
interest). It is currently proposed that Lehman Brothers Inc. (which
firm is also expected to serve as the underwriter as aforesaid) will
initially serve as Remarketing Agent and may be removed or may resign
as provided in the Trust Indenture. Gulf will agree to pay the
Remarketing Agent a fee not to exceed 1/8 of one percent of the
principal amount of the Second Series Revenue Bonds annually. Gulf
expects to review closely the determinations made by the Remarketing
Agent pursuant to the Trust Indenture and to measure such
determinations against, among other things, any available published
information concerning comparable securities.
The interest rate mode for the Second Series Revenue Bonds is
subject to conversion from time to time at the option of Gulf as
provided in the Trust Indenture.
The Trust Indenture provides that the Second Series Revenue
Bonds will be subject to purchase on the demand of the owners thereof
and to mandatory redemption or purchase in lieu thereof upon the
occurrence of certain events, as set forth in the Trust Indenture.
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Such mandatory redemption or purchase events generally include
conversion of the interest rate mode. The Trust Indenture
contemplates that the Remarketing Agent generally will use reasonable
efforts to sell Second Series Revenue Bonds required to be purchased.
The record is now complete with respect to the issuance of the
Revenue Bonds. Gulf hereby requests that the Commission issue its
order with respect to such $42,000,000 of Revenue Bonds and reserve
jurisdiction over the sale of the remaining $150,125,000 of Revenue
Bonds pending completion of the record. Gulf also requests that the
Commission continue to reserve jurisdiction over $134,500,000 in
principal amount or par value, as the case maybe, of the Bonds and
Preferred Stock pursuant to these proceedings."
Item 2. Fees, Commissions and Expenses.
Item 2 is hereby amended as follows:
"The fees and expenses to be paid or incurred by Gulf,
directly or indirectly, in connection with the proposed issuance of
the Collateral Bonds with respect to the First Series Revenue Bonds
(as distinguished from and excluding fees, commissions and expenses
incurred or to be incurred in connection with the sale of the First
Series Revenue Bonds by the Authority and in connection with the
determination of the tax status of the First Series Revenue Bonds)
are as follows:
Fee of Counsel for Gulf . . . . . . . . . . . . . $25,000
Fee of accountants, Arthur Andersen & Co . . . . . 25,000
Fee of First Mortgage Bond Trustee . . . . . . . . 15,000
Services of Southern Company Services, Inc. . . . 20,000
Miscellaneous, including telephone charges and
traveling expenses . . . . . . . . . . . . . . . 4,000
$89,000
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The fees and expenses to be paid or incurred by Gulf,
directly or indirectly, in connection with the proposed issuance of
the Collateral Bonds with respect to the Second Series Revenue Bonds
(as distinguished from and excluding fees, commissions and expenses
incurred or to be incurred in connection with the sale of the Second
Series Revenue Bonds by the Authority and in connection with the
determination of the tax status of the Second Series Revenue Bonds)
are as follows:
Fee of Counsel for Gulf . . . . . . . . . . . . . $25,000
Fee of accountants, Arthur Andersen & Co . . . . . 25,000
Fee of First Mortgage Bond Trustee . . . . . . . . 15,000
Services of Southern Company Services, Inc. . . . 20,000
Miscellaneous, including telephone charges and
traveling expenses . . . . . . . . . . . . . . . 4,000
$89,000"
Item 3. Exhibits and Financial Statements.
(a) Exhibits.
A-2(a) - Draft of proposed Supplemental Indenture
between Gulf and The Chase Manhattan Bank
(National Association), as Trustee, relating
to Collateral Bonds for the First Series
Revenue Bonds. (To be filed by amendment.)
A-2(b) - Draft of proposed Supplemental Indenture
between Gulf and The Chase Manhattan Bank
(National Association), as Trustee, relating
to Collateral Bonds for the Second Series
Revenue Bonds. (To be filed by amendment.)
B-1(a) - Draft of Loan Agreement between Gulf and the
Authority relating to the First Series Revenue
Bonds. (To be filed by amendment.)
B-1(b) - Draft of Loan Agreement between Gulf and the
Authority relating to the Second Series
Revenue Bonds. (To be filed by amendment.)
B-2(a) - Draft of Trust Indenture between the Authority
and the Trustee relating to the First Series
Revenue Bonds. (To be filed by amendment.)
B-2(b) - Draft of Trust Indenture between the Authority
and the Trustee relating to the Second Series
Revenue Bonds. (To be filed by amendment.)
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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 12, 1994 GULF POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary
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