SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 2
to
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities
Exchange Act of 1934)
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GULF POWER COMPANY
(Name of Issuer)
THE SOUTHERN COMPANY
(Name of Person(s) Filing Statement)
TITLE CUSIP NUMBER
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Gulf Power Company,
Preferred Stock
4.64% Series 402479208
5.16% Series 402479307
5.44% Series 402479406
6.72% Series 402479836
1993 Adjustable Rate Series 402479828
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(Title of Class of Securities)
(CUSIP Number of Class of Securities)
Tommy Chisholm, Secretary
The Southern Company
270 Peachtree Street, N.W.
Atlanta, Georgia 30303
(770) 393-0650
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
The Commission is requested to mail signed copies of all orders, notices
and communications to:
W. L. Westbrook John D. McLanahan, Esq.
Financial Vice President Troutman Sanders LLP
The Southern Company 600 Peachtree Street, N.E., Suite 5200
270 Peachtree Street, N.W. Atlanta, Georgia 30308
Atlanta, Georgia 30303
November 3, 1997
(Date Tender Offer First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$49,425,485 $9,886
* Solely for purposes of calculating the filing fee and computed pursuant
to Section 13(e)(3) of the Securities Exchange Act of 1934, as amended,
and Rule 0-11(b)(1) thereunder, the transaction value equals the total
amount of funds, excluding fees and other expenses, required to
purchase all outstanding shares of each series of securities listed
above pursuant to the Offer described in the Offer to Purchase and
Proxy Statement filed as an Exhibit hereto.
/x/ Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $9,886
Form or Registration No.: Schedule 13E-4
Filing Party: The Southern Company
Date Filed: November 3, 1997
<PAGE>
This Amendment No. 2 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 dated November 3, 1997, as amended by Amendment No.
1 to Schedule 13E-4 dated November 26, 1997 (collectively, the "Statement"),
each filed by The Southern Company, a Delaware corporation, relating to its
offer to purchase any and all outstanding shares of the series of preferred
stock listed above of Gulf Power Company, upon the terms and subject to the
conditions set forth in the Offer to Purchase and Proxy Statement, dated
November 3, 1997, and in the related Letter of Transmittal, copies of which are
attached as Exhibits 99.(a)(1) and 99.(a)(2) to the Statement.
Only those items of the Statement that are amended and supplemented
hereby are included herein. Unless otherwise defined herein, all capitalized
terms shall have the meanings ascribed to them in the Statement.
Item 1. Security and Issuer.
Item 1 of the Statement is hereby amended and supplemented by adding
thereto the following:
The Offer expired at 5:00 p.m., New York City time, on December 10,
1997 in accordance with its terms. On December 16, 1997, Southern purchased the
Shares validly tendered pursuant to the Offer by depositing the aggregate
purchase price therefor with the Depositary. The Shares so purchased, and
purchase price therefor, for each Series of Preferred are as follows:
Shares
Series of Preferred Purchased Purchase Price
------------------- --------- --------------
4.64% Series 38,476 $3,337,023.48
5.16% Series 36,426 3,642,600.00
5.44% Series 33,616 3,361,600.00
6.72% Series 452,671 11,316,775.00
AR 1993 Series 566,440 14,161,000.00
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Total 1,127,629 $35,818,998.48
Item 2. Source and Amount of Funds or Other Consideration.
Item 2 of the Statement is hereby amended and supplemented by adding
thereto the following:
The total amount required by Southern to purchase the Shares pursuant
to the Offer was $35,818,998.48, excluding fees and other expenses. Southern
paid the purchase price to The Bank of New York, as Depositary, at 11:30 a.m.,
Atlanta time, on December 16, 1997 by wire transfer and received funds that
afternoon from the Company to cover that position.
Item 3. Purpose of the Tender Offer and Plans or Proposals of the Issuer or
Affiliate.
Item 3 of the Statement is hereby amended and supplemented by adding
thereto the following:
The Shares purchased by Southern pursuant to the Offer were
subsequently sold to the Company and were thereupon retired and canceled. As a
result thereof, the Company has outstanding, as of December 16, 1997, a total of
12,550 Shares of the 4.64% Series, 13,574 Shares of the 5.16% Series, 16,384
Shares of the 5.44% Series, 347,329 Shares of the 6.72% Series and 33,560 Shares
of the AR 1993 Series.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: December 22, 1997
THE SOUTHERN COMPANY
By:_/s/Tommy Chisholm___________
Tommy Chisholm
Secretary
