File No. 70-8397
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Amendment No. 2
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 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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Item 1. Description of Proposed Transactions.
Item 1 is hereby amended by adding thereto the following:
"Gulf hereby requests that the Commission reserve jurisdiction
with respect to any unsecured short-term (i.e., having a maturity
less than one year) borrowings in excess of $100,000,000."
Item 2. Fees, Commissions and Expenses.
Item 2 is hereby amended in its entirety to read as follows:
"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) are as follows:
Form U-1 Filing Fee . . . . $2,000
Legal Fees . . . . . . . . 2,000
Miscellaneous . . . . . . . 1,000
Total . . . . . . . . . . . $5,000"
Item 6. Exhibits and Financial Statements.
(a) Exhibits.
A-1 - Form of note. (Designated in Form U-1 File
No. 70-8309, as Exhibit A-2.)
A-2 - List of lending institutions, setting forth
the maximum amount to be borrowed from each.
(Designated in Fifth Bank Loan Certificate
of Notification, File No. 70-7937 as Exhibit
A-3(c).)
A-3 - Form of commercial paper note. (Designated
in Form U-1 File No. 70-8309, as Exhibit A-
4.)
A-5 - By-Laws of Gulf as amended effective
February 25, 1994, and as presently in
effect. (Designated in Form 10-K for the
year ended December 31, 1993, File No. 0-
2429, as Exhibit 3(d)2.)
D-2 - Order of Florida Public Service Commission.
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- 2 -
F - Opinion of Beggs & Lane, counsel for Gulf.
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.
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.
SIGNATURES
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 May 4, 1994 GULF POWER COMPANY
By /s/ Wayne Boston
Wayne Boston
Assistant Secretary
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EXHIBIT D-2
BEFORE THE FLORIDA PUBLIC SERVICE COMMISSION
In Re: Gulf Power Company's ) DOCKET NO. 940043-EI
Application for Authority to ) ORDER NO. PSC-94-0211-FOF-EI
receive common equity ) ISSUED: 2/22/94
contributions and to issue and )
sell securities during the )
year ending March 31, 1995. )
)
The following Commissioners participated in the disposition of
this matter:
J. TERRY DEASON, Chairman
SUSAN F. CLARK
JULIA L. JOHNSON
DIANE K. KIESLING
LUIS J. LAUREDO
ORDER APPROVING APPLICATION
BY THE COMMISSION:
On January 12, 1994, Gulf Power Company (Gulf) filed a
Petition for Authority to Receive Common Equity Contributions and
to Issue and Sell Securities. Gulf specifically requests
Commission authority to receive common equity contributions from
the Southern Company, Gulf's parent company, and to issue and sell
equity securities and long-term debt in a total amount not to
exceed $320 million. Gulf also requests authority to have
outstanding a maximum of $100 million in unsecured short-term debt
during the twelve-month period ending March 31, 1995.
According to Gulf the funds from the from the Southern Company
represent common equity contributions. The equity securities may
take the form of preferred stock or preference stock, with such par
values, terms and conditions, and relative rights and preferences
as may be permitted by Gulf's Articles of Incorporation. The long-
term debt securities may take the form of first mortgage bonds,
debentures, notes or other long-term obligations, pollution control
bonds, installment contracts or other obligations securing
pollution control bonds, with maturities ranging from one to 40
years.
The issuance and sale of equity securities and long-term debt
may be through either negotiated underwritten public offering,
public offering at competitive bidding, or private sale. These
issues may be offered in both domestic and international markets.
The actual dividend rates and interest rates would be determined by
market conditions at the time of sale of the securities.
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ORDER NO. PSC-94-0211-FOF-EI
DOCKET NO. 940043-EI
PAGE 2
We find Gulf's application to receive and/or issue and sell
the requested amounts of equity and to issue and sell the requested
amounts of long-term and short-term debt during the period covered
by this application should be approved. However, we find that our
approval of Gulf's application be contingent upon the issuance of
securities for utility purposes only.
In consideration of the foregoing, it is
ORDERED that Gulf Power Company's Application for Authority to
Receive Common Equity Contributions and to Issue and Sell
Securities is approved. It is further
ORDERED that Gulf Power Company shall file a consummating
report in compliance with the Rule 25-8.009, Florida Administrative
Code, within (90) days after the issuance of any securities
pursuant to the authorization of this Order. It is further
ORDERED that the foregoing authorization relates only to
Gulf's issuance of securities for utility purposes; provided
however, that nothing contained in the Order is intended to create
a duty or obligation on the part of a purchaser of any security
authorized hereunder to make inquiry into the use of the proceeds
of the sale of the security. It is further
ORDERED that the foregoing authorization is without prejudice
to the authority of this Commission with respect to rates, service,
accounts, valuations, estimates to determinations or costs, of any
other matter whatsoever now pending or which may come before this
Commission as provided in Section 366.04, Florida Statutes.
By ORDER of the Florida Public Service Commission this 22nd
day of February, 1994.
STEVE TRIBBLE, Director
Division of Records and Reporting
by: /s/ Kay Flynn
Chief, Bureau of Records
( S E A L )
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ORDER NO. PSC-94-0211-FOF-EI
DOCKET NO. 940043-EI
PAGE 3
NOTICE OF FURTHER PROCEEDINGS OR JUDICIAL REVIEW
The Florida Public Service Commission is required by Section
120.59(4), Florida Statutes, to notify parties of any
administrative hearing or judicial review of Commission orders that
is available under Sections 120.57 or 120.68, Florida Statutes, as
well as the procedures and time limits that apply. This notice
should not be construed to mean all requests for an administrative
hearing or judicial review will be granted or result in the relief
sought.
Any party adversely affected by the Commission's final action
in this matter may request: 1) reconsideration of the decision by
filing a motion for reconsideration with the Director, Division of
Records and Reporting within fifteen (15) days of the issuance of
this order in the form prescribed by Rule 25-22.060, Florida
Administrative Code; or 2) judicial review by the Florida Supreme
Court in the case of an electric, gas or telephone utility or the
First District Court of Appeal in the case of a water or sewer
utility by filing a notice of appeal with the Director, Division of
Records and Reporting and filing a copy of the notice of appeal and
the filing fee with the appropriate court. This filing must be
completed within thirty (30) days after the issuance of this order,
pursuant to Rule 9.110, Florida Rules of Civil Procedure. The
notice of appeal must be in the form specified in Rule 9.900 (a),
Florida Rules of Appellate Procedure.
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Exhibit F
Begg & Lane
Attorneys and Counsellors at Law
Post Office Box 12950
Pensacola, Florida 32576-2950
904-432-2451
May 4, 1994
Securities and Exchange Commission
Washington, DC 20549
Re: Statement on Form U-1 of
Gulf Power Company
File No. 70-8397
Ladies and Gentlemen:
We are familiar with the statement on Form U-1 referred to above
and are furnishing this opinion with respect to the proposed
borrowing from time to time prior to January 1, 1997, by Gulf Power
Company ("Gulf") of up to an aggregate principal amount not to exceed
$150,000,000 at any one time outstanding to be evidenced by notes
payable to lenders or commercial paper in the form of promissory
notes.
We are of the opinion that Gulf is validly organized and duly
existing as a corporation under the laws of the State of Maine and is
duly authorized to do business as a foreign corporation under the
laws of the States of Florida, Georgia and Mississippi and that upon
the issuance of your order herein and in the event that the proposed
transactions are consummated in accordance with such statement on
Form U-1 and such order:
(a) all State laws applicable to the proposed transactions by Gulf
will have been complied with;
(b) the notes evidencing such borrowings will be valid and binding
obligations of Gulf in accordance with their terms; and
(c) the consummation of such proposed transactions by Gulf will
not violate the legal rights of the holders of any securities
issued by Gulf or any associate company thereof.
We hereby give our written consent to the use of this opinion in
connection with the above-mentioned statement on Form U-1.
Very truly yours,
/s/Beggs & Lane
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GULF POWER COMPANY
STATEMENT OF INCOME (UNAUDITED)
(Stated in Thousands of Dollars)
For the Twelve Months
Ended December 31, 1993
OPERATING REVENUES
Revenues $559,976
Revenues from affiliates 23,166
Total operating revenues 583,142
OPERATING EXPENSES:
Operation--
Fuel 170,485
Purchased power from non-affiliates 4,386
Purchased power from affiliates 32,273
Other 109,164
Maintenance 46,004
Depreciation and amortization 55,309
Taxes other than income taxes 40,204
Federal and state income taxes 32,730
Total operating expenses 490,555
OPERATING INCOME 92,587
OTHER INCOME (EXPENSE):
Allowance for equity funds used during construction 512
Interest income 1,328
Other, net (1,238)
Gain on sale of investment securities stock 3,820
Income taxes applicable to other income (921)
INCOME BEFORE INTEREST CHARGES 96,088
INTEREST CHARGES:
Interest on long-term debt 31,344
Allowance for debt funds used during construction (454)
Interest on notes payable 870
Amortization of debt discount, premium and expense, net 1,412
Other interest charges 2,877
Net interest charges 36,049
NET INCOME 60,039
DIVIDENDS ON PREFERRED STOCK 5,728
NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK $ 54,311
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GULF POWER COMPANY
STATEMENT OF RETAINED EARNINGS
For the Twelve Months Ended December 31, 1993
(Stated in Thousands of Dollars)
Balance at Beginning of Year $146,771
Net income after dividends on preferred stock 54,311
Cash dividends on common stock (41,800)
Preferred stock transactions, net (1,509)
Balance at End of Year $157,773
STATEMENT OF PAID-IN CAPITAL
For the Twelve Months Ended December 31, 1993
(Stated in Thousands of Dollars)
Balance at Beginning of Year $218,271
Contributions to capital by parent company 11
Balance at End of Year $218,282
2
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GULF POWER COMPANY
BALANCE SHEETS AT DECEMBER 31, 1993
(Stated in Thousands of Dollars)
ASSETS
UTILITY PLANT:
Plant in service, at original cost $1,611,704
Less accumulated provision for depreciation 610,542
1,001,162
Construction work in progress 34,591
Total 1,035,753
OTHER PROPERTY AND INVESTMENTS 13,242
CURRENT ASSETS:
Cash and cash equivalents 5,576
Receivables--
Customer accounts receivable 57,226
Other accounts and notes receivable 5,904
Affiliated companies 1,241
Accumulated provision for uncollectible accounts (447)
Fuel stock, at average cost 20,652
Materials and supplies, at average cost 36,390
Current portion of deferred coal contract costs 12,535
Regulatory clauses under recovery 3,244
Prepayments 2,160
Vacation pay deferred 4,022
Total 148,503
DEFERRED CHARGES:
Deferred charges related to income taxes 31,334
Debt expense and loss, being amortized 21,247
Deferred coal contract costs 52,884
Miscellaneous 4,846
Total 110,311
TOTAL ASSETS $1,307,809
3
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GULF POWER COMPANY
BALANCE SHEET AT DECEMBER 31, 1993
(Stated in Thousands of Dollars)
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
Common stock equity--
Common stock (without par value)--
authorized and outstanding 992,717 shares $ 38,060
Paid-in capital 218,282
Premium on preferred stock 81
Retained earnings 157,773
414,196
Preferred stock 89,602
Preferred stock subject to mandatory redemption 1,000
Long-term debt 369,259
Total 874,057
CURRENT LIABILITIES:
Preferred stock due within one year 1,000
Long-term debt due within one year 41,552
Notes payable 6,053
Accounts payable--
Affiliated companies 18,560
Other 20,139
Customer deposits 15,082
Taxes accrued--
Federal and state income 10,330
Other 2,685
Interest accrued 5,420
Regulatory clauses over recovery 840
Vacation pay accrued 4,022
Miscellaneous 8,527
Total 134,210
DEFERRED CREDITS AND OTHER LIABILITIES:
Accumulated deferred income taxes 151,743
Deferred credits related to income taxes 76,876
Accumulated deferred investment tax credits 40,770
Accumulated provision for property damage 10,509
Accumulated provision for postretirement benefits 10,749
Miscellaneous 8,895
Total 299,542
TOTAL CAPITALIZATION AND LIABILITIES $1,307,809
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Gulf Power Company
Balance Sheet -- December 31, 1993
Pro Forma Journal Entries
Pro forma journal entries giving effect to the proposed issuance by
Gulf Power Company of up to $150 million of notes payable, net of that
amount outstanding at December 31, 1993, as described in the Form U-1.
Balance Sheet
Thousands of Dollars
Debit Credit
Cash $143,947
Notes Payable $143,947
The pro forma journal entries shown above reflect the proposed
issuance of notes payable by Gulf Power Company. The funds will be
applied toward the company's ongoing construction program, facilitate
possible refinancings and other corporate purposes.
Annualized Effect On Statement of Income
Pro Forma Journal Entries
Thousands of Dollars
Debit Credit
Interest on Notes Payable $8,879
Income taxes $3,425
Decrease in net income 5,454
The pro forma journal entries shown above reflect, on an annualized
basis, the effect on the Statement of Income of the proposed balance
sheet transaction previously described. To record the increase in
interest on notes payable from the proposed issuance of up to $150
million in notes payable at an assumed interest rate of 6.5%, less
interest accrued on notes payable for the twelve months ended December
31, 1993, and the decrease in income taxes and net income from this
transaction.
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