SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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, Secretary and Treasurer Michael W. Southern, Vice President,
Gulf Power Company Secretary, Treasurer and
500 Bayfront Parkway Chief Financial Officer
Pensacola, Florida 32501 Mississippi Power Company
2992 West Beach
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 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
<PAGE>
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION.
Gulf Power Company ("Gulf") and Mississippi Power Company
("Mississippi") are wholly-owned subsidiaries of The Southern Company
("Southern"), a registered holding company under the Public Utility Holding
Company Act of 1935, as amended (the "Act"). Gulf and Mississippi are sometimes
hereinafter referred to individually as an "Applicant" and collectively as the
"Applicants." Each of Gulf and Mississippi proposes to issue and sell at any
time or from time to time in one or more series through March 31, 2003 up to
$350 million and $400 million, respectively, aggregate principal amount of its
senior debentures, senior promissory notes or other senior debt instruments
(individually, a "Senior Note" and collectively, the "Senior Notes") governed by
an indenture or other document. Each Applicant requests authority to issue and
sell Senior Notes pursuant to the authority requested herein without additional
prior Securities and Exchange Commission (the "Commission") approval if the
Applicant is within the parameters discussed below under the heading "Parameters
of Authorization." The provisions of each series of Senior Notes and related
instruments would be determined at the time of the sale of such series of Senior
Notes.
The proceeds from the issuance and sale of Senior Notes by the
Applicants will be added to their respective treasuries and subsequently used
principally (i) to finance capital expenditures, (ii) to acquire, retire or
redeem securities of which the respective Applicant is the issuer, (iii) to
repay outstanding short-term borrowings, (iv) to provide working capital and/or
(v) for other general corporate purposes.
<PAGE>
Parameters of Authorization
The Applicants request authority to issue Senior Notes for which the
specific terms and conditions are not currently known, subject to the following
parameters:
Effective Cost of Money on Senior Notes. The effective cost of money on
Senior Notes issued pursuant to this application-declaration (this
"Application") will not exceed the greater of (i) 300 basis points over
comparable term U.S. Treasury securities, or (ii) a gross spread over such
Treasury securities which is consistent with comparable securities.
Maturity of Senior Notes. The maturity of the Senior Notes will not
exceed approximately 50 years.
Interest. The interest rate on each issue of Senior Notes may be either
a fixed rate or an adjustable rate to be determined on a periodic basis by
auction or remarketing procedures, in accordance with formula or formulae based
upon certain reference rates, or by other predetermined methods.
Ranking. The Senior Notes will be direct, unsecured and unsubordinated
obligations of the respective Applicants ranking pari passu with all other
unsecured and unsubordinated obligations of the Applicants. The Senior Notes of
each Applicant will be effectively subordinated to all secured debt of such
Applicant, including its first mortgage bonds.
Issuance Expenses. The underwriting fees, commissions, or other similar
expenses paid in connection with the issue, sale or distribution of the Senior
Notes of each series pursuant to this Application will not exceed 5% of the
aggregate principal amount of such series.
<PAGE>
Description of Senior Notes
The Applicants request authority to sell Senior Notes covered by this
Application in any of the following ways: (i) through underwriters or dealers;
(ii) directly to a limited number of purchasers or to a single purchaser, or
(iii) through agents or dealers. If underwriters are used in the sale of the
Senior Notes, such Senior Notes will be acquired by the underwriters for their
own account and may be resold from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale. The Senior Notes may be offered
to the public either through underwriting syndicates (which may be represented
by managing underwriters) or directly by one or more underwriters acting alone.
The Senior Notes may be sold directly by an Applicant or through agents
designated from time to time. If dealers are used in the sale of any Senior
Notes, such Senior Notes will be sold to the dealers as principal. Any dealer
may then resell such Senior Notes to the public at varying prices to be
determined by such dealer at the time of resale.
Senior Notes may be sold pursuant to "delayed delivery contracts" which
permit the underwriters to locate buyers who will agree to buy the Senior Notes
at the same price but at a later date than the date of the closing of the sale
to the underwriters. Senior Notes may also be sold through the use of
medium-term note and similar programs, including in transactions covered by Rule
144A under the Securities Act of 1933, as amended.
Any Senior Notes would have such designations, aggregate principal
amount, maturity, interest rate(s) or methods of determining the same, interest
payment terms, redemption provisions, non-refunding provisions, sinking fund
terms, conversion or put terms and other terms and conditions as the Applicants
may determine at the time of issuance.
ITEM 2. FEES, COMMISSIONS AND EXPENSES.
The estimated fees and expenses to be incurred by Gulf in connection
herewith are as follows:
Each
Initial Additional
Issuance Issuance
*Florida Documentary Stamp Tax...............$1,225,000 $ --
*Filing fees - Securities and Exchange
Commission.............................. 103,250 --
Fees and Expenses of Trustees............... 9,500 9,500
*Listing on New York Stock Exchange.......... 79,300 --
Printing charges............................ 40,000 10,000
Rating Agency Fees.......................... 59,250 27,500
Services of Southern Company Services, Inc.. 40,000 10,000
Fees and Expenses of counsel................ 65,000 35,000
Blue sky fees and expenses.................. 3,500 3,500
Fees of accountants, Arthur Andersen LLP.... 40,000 20,000
Miscellaneous............................... 15,200 4,500
---------- --------
TOTAL..........................$1,680,000 $120,000
*These categories of expenses are a function of the amount of issuance.
<PAGE>
The estimated fees and expenses to be incurred by Mississippi in
connection herewith are as follows:
Each
Initial Additional
Issuance Issuance
* Filing fees - Securities and Exchange
Commission................................ $118,000 $ --
Fees and Expenses of Trustees................. 17,000 17,000
* Listing on New York Stock Exchange............ 86,300 --
Printing charges.............................. 40,000 10,000
Rating Agency Fees............................ 98,500 27,500
Services of Southern Company Services, Inc.... 40,000 10,000
Fees and Expenses of counsel.................. 65,000 35,000
Blue sky fees and expenses.................... 3,500 3,500
Fees of accountants, Arthur Andersen LLP...... 40,000 20,000
Miscellaneous................................. 11,700 7,000
-------- --------
TOTAL............................ $520,000 $130,000
*These categories of expenses are a function of the amount of issuance.
ITEM 3. APPLICABLE STATUTORY PROVISIONS.
Sections 6(a) and 7 of the Act and Rules 24 and 54 thereunder are
applicable to the proposed transactions.
Rule 54 Analysis: The proposed transaction is also subject to Rule 54,
which provides that, in determining whether to approve an application which does
not relate to any "exempt wholesale generator" ("EWG") or "foreign utility
company" ("FUCO"), the Commission shall not consider the effect of the
capitalization or earnings of any such EWG or FUCO which is a subsidiary of a
registered holding company if the requirements of Rule 53(a), (b) and (c) are
satisfied.
Southern currently meets all of the conditions of Rule 53(a), except
for clause (1). At January 31, 1998, Southern's "aggregate investment," as
defined in Rule 53(a)(1), in EWGs and FUCOs was approximately $2.899 billion, or
about 76.82% of Southern's "consolidated retained earnings," also as defined in
Rule 53(a)(1), for the four quarters ended September 30, 1997 ($3,774 million).
With respect to Rule 53(a)(1), however, the Commission has determined that
Southern's financing of investments in EWGs and FUCOs in an amount greater than
the amount that would otherwise be allowed by Rule 53(a)(1) would not have
either of the adverse effects set forth in Rule 53(c). See The Southern Company,
Holding Company Act Release No. 16501, dated April 1, 1996 (the "Rule 53(c)
Order"); and Holding Company Act Release No. 26646, dated January 15, 1997
(order denying request for reconsideration and motion to stay).
In addition, Southern has complied and will continue to comply with the
record-keeping requirements of Rule 53(a)(2), the limitation under Rule 53(a)(3)
on the use of operating company personnel to render services to EWGs and FUCOs,
and the requirements of Rule 53(a)(4) concerning the submission of copies of
certain filings under the Act to retail rate regulatory commissions. Further,
none of the circumstances described in Rule 53(b) has occurred.
Moreover, even if the effect of the capitalization and earnings of EWGs
and FUCOs in which Southern has an ownership interest upon the Southern holding
company system were considered, there is no basis for the Commission to withhold
or deny approval for the proposal made in this Application. The action requested
in the instant filing (viz. issuance of Senior Notes by Gulf and Mississippi)
would not, by itself, or even considered in conjunction with the effect of the
capitalization and earnings of Southern's EWGs and FUCOs, have a material
adverse effect on the financial integrity of the Southern system, or an adverse
impact on Southern's public-utility subsidiaries, their customers, or the
ability of State commissions to protect such public-utility customers.
The Rule 53(c) Order was predicated, in part, upon an assessment of
Southern's overall financial condition which took into account, among other
factors, Southern's consolidated capitalization ratio and the recent growth
trend in Southern's retained earnings. As of December 31, 1995, the most recent
fiscal year preceding the Rule 53(c) Order, Southern's consolidated
capitalization consisted of 49.3% equity (including mandatorily redeemable
preferred securities) and 50.7% debt (including $1.68 billion of long-term,
non-recourse debt and short-term debt related to EWGs and FUCOs). As of year-end
1996, that ratio was 52.9% equity and 47.1% debt (including $1.74 billion of
long-term, non-recourse debt and short-term debt related to EWGs and FUCOs); and
as of September 30, 1997, the comparable ratio was 48.9% equity and 51.1% debt
(including $4.354 billion of long-term, non-recourse debt and short-term debt
related to EWGs and FUCOs). On a pro forma basis, taking into consideration,
among other things, the transactions contemplated hereby such ratios are 48.6%
and 51.4%, respectively, for equity and debt. The common equity component of
Southern's pro forma consolidated capitalization represents 35.6% of total
capitalization at September 30, 1997. Thus, since the date of the Rule 53(c)
Order, there has been no material change in Southern's consolidated
capitalization ratio, which remains within acceptable ranges and limits of
rating agencies as evident by the continued "A" corporate credit rating of
Southern. Specifically, in January 1997 Standard & Poor's assigned Southern its
corporate credit rating of "A" which was consistent with the implied corporate
rating previously held by Southern. This implied rating had been in effect since
May 1995. Therefore, since the April 1996 issue of the Rule 53(c) Order, the
Southern consolidated credit rating has remained at "A" thereby demonstrating
Southern's continued strong financial integrity. In addition, the underlying
ratings of the affiliated operating companies, which have a strong influence on
the Southern corporate rating, are all "A+". As a point of reference, the
consolidated pro forma percentage of debt in the total capital structure of the
Southern domestic operating utility companies is 42.6%, which is solidly below
the median total debt ratio of the Standard & Poor's "A" rated vertically
integrated utilities.1
Southern's consolidated retained earnings grew on average approximately
8.8% per year from 1991 through 1995. In 1996, consolidated retained earnings
increased $280,365,000, or slightly more than 8%. The small reduction in the
rate of earnings growth was primarily attributable to reduced domestic utility
sales due to mild weather conditions throughout most of 1996 in the southeastern
United States. Earnings attributable to Southern's investments in EWGs and FUCOs
continued to contribute modestly to consolidated retained earnings.
Accordingly, since the date of the Rule 53(c) Order, the capitalization
and earnings attributable to Southern's investments in EWGs and FUCOs has not
had any adverse impact on Southern's financial integrity.
Reference is made to Exhibit H filed herewith which reflects
capitalization at September 30, 1997 and the Statement of Income for the twelve
months ended September 30, 1997 for Southern and subsidiaries consolidated.
- --------
1 Currently, capitalization ratios, including short-term debt, for "A" rated
vertically integrated electric utilities have a median total debt to total
capital ratio of 45% as noted by Standard & Poor's in May 1997 for companies
rated both publicly and confidentially. Prior to issuing this rating standard,
the Standard & Poor's total debt to total capital benchmark for an "A" rated
vertically integrated investor-owned-utility having an average business position
was 47%.
<PAGE>
ITEM 4. REGULATORY APPROVAL.
A. The issuance of any series of Senior Notes by Gulf has been or will
be authorized by the Florida Public Service Commission.
B. No other state commission (except as aforesaid) has jurisdiction
with respect to the subject transactions and no federal commission other than
the Commission has jurisdiction with respect thereto.
ITEM 5. PROCEDURE.
It is hereby requested that the Commission's order be issued as soon as
the rules allow, and that there be no thirty-day waiting period between the
issuance of the Commission's order and the date on which it is to become
effective. The Applicants hereby waive a recommended decision by a hearing
officer or other responsible officer of the Commission and hereby consent that
the Division of Investment Management may assist in the preparation of the
Commission's decision and/or orders in this matter unless the Division opposes
the matters covered hereby.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS.
(a) Exhibits:
Exhibit B-1 Form of Gulf Senior Note Indenture (Designated in
Registration No. 333-42033 as Exhibit 4.1).
Exhibit B-2 Form of Mississippi Senior Note Indenture
(Designated in Registration No. 333-45069 as Exhibit
4.1).
Exhibit B-3 Form of Gulf Senior Note (included in Exhibit B-1
above).
Exhibit B-4 Form of Mississippi Senior Note (included in
Exhibit B-2 above).
Exhibit C-1 Gulf Registration Statement under the Securities
Act of 1933. (Filed electronically December 11, 1997,
File Nos. 333-42033, 333-42033-01 and 333-42033-02.).
Exhibit C-2 Mississippi Registration Statement under the
Securities Act of 1933. (Filed electronically January
28, 1998, File Nos. 333-45069, 333-45069-01 and
333-45069-02.).
Exhibit F-1 Opinion of Beggs & Lane, counsel for Gulf (to be
filed by amendment).
Exhibit F-2 Opinion of Eaton and Cottrell, P.A., counsel for
Mississippi (to be filed by amendment).
Exhibit G Proposed form of notice.
Exhibit H Capitalization and Income Statement of The Southern
Company and Subsidiary Companies after giving effect
to the issuance of the Senior Notes.
(b) Financial Statements:
Balance sheet of each Applicant at September 30, 1997.
(Designated in each Applicant's Form 10-Q for the quarter
ended September 30, 1997, File Nos. 0-2429 and 0-6849.)
Statements of Income of each Applicant for the period ended
September 30, 1997. (Designated in each Applicant's Form 10-Q
for the quarter ended September 30, 1997, File Nos. 0-2429 and
0-6849.)
Since September 30, 1997, there have been no material adverse changes,
not in the ordinary course of business, in the financial condition of the
Applicants from that set forth in or contemplated by the foregoing financial
statements.
<PAGE>
ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS.
A. As described in Item 1, the proposed transactions are of a routine
and strictly financial nature in the ordinary course of the Applicants'
businesses. Accordingly, the Commission's action in this matter will not
constitute any major federal action significantly affecting the quality of the
human environment.
B. No other federal agency has prepared or is preparing an
environmental impact statement with respect to the proposed transactions.
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned companies have duly caused this statement to be signed
on their behalf by the undersigned thereunto duly authorized.
Date: February 6, 1998 GULF POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary
MISSISSIPPI POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary
Exhibit G
Gulf Power Company and Mississippi Power Company
Proposed Notice of Proceedings
Gulf Power Company ("Gulf") and Mississippi Power Company
("Mississippi"), wholly-owned subsidiaries of The Southern Company ("Southern"),
a registered holding company under the Public Utility Holding Company Act of
1935, as amended (the "Act"), have filed an application-declaration (the
"Application") under Sections 6(a) and 7 of the Act and Rules 24 and 54
thereunder. Gulf and Mississippi are sometimes hereinafter referred to
individually as an "Applicant" and collectively as the "Applicants."
Each of Gulf and Mississippi seeks authorization to issue and sell at
any time or from time to time in one or more series from the period beginning
with the effective date of an order issued in this proceeding through March 31,
2003 up to $350 million and $400 million, respectively, aggregate principal
amount of its senior debentures, senior promissory notes or other senior debt
instruments (individually, a "Senior Note" and collectively, the "Senior Notes")
governed by an indenture or other document. Each Applicant requests authority to
issue and sell Senior Notes pursuant to the authority requested herein without
additional prior Securities and Exchange Commission (the "Commission") approval
if the Applicant is within the parameters discussed below under the heading
"Parameters of Authorization." The provisions of each series of Senior Notes and
related instruments would be determined at the time of the sale of such series
of Senior Notes.
The proceeds from the issuance and sale of Senior Notes by the
Applicants will be added to their respective treasuries and subsequently used
principally (i) to finance capital expenditures, (ii) to acquire, retire or
redeem securities of which the respective Applicant is the issuer, (iii) to
repay outstanding short-term borrowings, (iv) to provide working capital and/or
(v) for other general corporate purposes.
The Applicants request authority to issue Senior Notes for which the
specific terms and conditions are not currently known, subject to the following
parameters:
(a) The effective cost of money on Senior Notes issued pursuant to the
Application will not exceed the greater of (i) 300 basis points over comparable
term U.S. Treasury securities, or (ii) a gross spread over such Treasury
securities which is consistent with comparable securities.
(b) The maturity of the Senior Notes will not exceed approximately 50
years.
(c) The interest rate on each issue of Senior Notes may be either a
fixed rate or an adjustable rate to be determined on a periodic basis by auction
or remarketing procedures, in accordance with formula or formulae based upon
certain reference rates, or by other predetermined methods.
(d) The Senior Notes will be direct, unsecured and unsubordinated
obligations of the respective Applicants ranking pari passu with all other
unsecured and unsubordinated obligations of the Applicants. The Senior Notes of
each Applicant will be effectively subordinated to all secured debt of such
Applicant, including its first mortgage bonds.
(e) The underwriting fees, commissions, or other similar expenses paid
in connection with the issue, sale or distribution of the Senior Notes of each
series pursuant to the Application will not exceed 5% of the aggregate principal
amount of such series.
For the Commission, by the Division of Investment Management, pursuant
to delegated authority.
Exhibit H
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
Capitalization Ratios at September 30, 1997
<TABLE>
<CAPTION>
Consolidated Pro Forma
per 10-Q Amounts (A) Equity Debt
---------------- --------------- ---------------- ----------------
Capitalization (in thousands of dollars)
<S> <C> <C> <C>
Common stock.................................. $3,447,958 $ - $3,447,958
Paid-in capital............................... 2,265,204 - 2,265,204
Retained earnings............................. 3,875,410 (92,182)(B) 3,783,228
Preferred stock............................... 695,702 67,745 (B) 763,447
Capital & preferred securities................ 1,742,020 935,750 (B,D) 2,677,770
Long-term debt................................ 10,055,279 1,109,070.(B) $11,164,349
Preferred due within one year................. 28,913 - 28,913
Long-term debt due within one year............ 679,670 - 679,670
Notes payable & commercial paper.............. 1,871,505 - 1,871,505
============ =========== ============ ============
Total (Incl Amts Due in 1 Year)........ $24,661,661 $2,020,383 $12,966,520 $13,715,524
============ =========== ============ ============
Actual Amounts in Millions of Dollars......... $24,661 $12,055 $12,606
Actual Capitalization Ratios.................. 100.0% 48.9% 51.1%
Pro Forma Amounts in Millions of Dollars...... $26,683 $12,967 $13,716
Pro Forma Capitalization Ratios............... 100.0% 48.6% 51.4%
</TABLE>
Pro Forma Consolidated Statements of Income (Unaudited)
(Stated in Thousands of Dollars)
<TABLE>
<CAPTION>
For the Twelve
Months Ended Pro Forma
September 30, 1997 Amounts (A) As Adjusted
<S> <C> <C> <C>
OPERATING REVENUES $11,805,284 $ - $11,805,284
----------- --------- ------------
OPERATING EXPENSES:
Operation--
Fuel 2,241,717 - 2,241,717
Purchased power 2,415,542 - 2,415,542
Other 1,836,972 - 1,836,972
Maintenance 795,769 - 795,769
Depreciation and amortization 1,186,509 - 1,186,509
Amortization of deferred Plant Vogtle costs 148,371 - 148,371
Taxes other than income taxes 585,649 - 585,649
Income taxes 717,808 (54,912)(C) 662,896
----------- --------- ------------
Total operating expenses 9,928,337 (54,912) 9,873,425
----------- --------- ------------
OPERATING INCOME 1,876,947 54,912 1,931,859
OTHER INCOME:
Allowance for equity funds used during construction 5,992 - 5,992
Interest income 92,549 - 92,549
Other, net (124,970) - (124,970)
Income taxes applicable to other income 14,359 - 14,359
----------- --------- ------------
INCOME BEFORE INTEREST CHARGES 1,864,877 54,912 1,919,789
----------- --------- ------------
INTEREST CHARGES AND OTHER:
Interest on long-term debt 618,529 76,186 (C) 694,715
Allowance for debt funds used during construction (14,306) - (14,306)
Interest on notes payable 93,746 - 93,746
Amortization of debt discount, premium and expense, net 22,431 - 22,431
Other interest charges 50,863 - 50,863
Minority interest in subsidiaries 21,479 - 21,479
Distributions on capital and preferred securities of subsidiary companies 94,817 67,729 (C,D) 162,546
Preferred dividends of subsidiary companies 61,313 (1,832)(C) 59,481
----------- --------- ------------
Interest charges and other, net 948,872 142,083 1,090,955
----------- --------- ------------
CONSOLIDATED NET INCOME $ 916,005 $(87,171) $ 828,834
=========== ========= ============
(See Notes on Following Page)
</TABLE>
<PAGE>
NOTES
(A) The amounts and types of the securities to be issued will be dependent
upon, among other things, market conditions prevailing at the time of
issuance. The amounts estimated to be issued are the maximum amounts
requested in the subject application, together with remaining
authorizations in certain previous applications, and are used solely
for the purpose of illustrating the effect upon Southern Company
consolidated capitalization and earnings. In addition, no assumptions
are made in connection with possible refundings.
(B) To give effect to (i) the proposed issuance of $500,000,000 of
preferred securities by Alabama Power Company; (ii) the proposed
issuance of $310,750,000 of preferred securities by Georgia Power
Company; (iii) the proposed issuance of $75,000,000 of preferred
securities by Mississippi Power Company; (iv) the issuance in January
1998 by Gulf Power Company of $45,000,000 of 7% Trust Preferred
Securities and the proposed issuance by Gulf Power Company of
$5,000,000 additional preferred securities, $200,000,000 of first
mortgage bonds, $200,000,000 of preferred stock, and $159,070,000 of
pollution control obligations; and (v) the collective retirements of
$132,255,000 of preferred stock at various rates by Alabama Power
Company, Georgia Power Company, Gulf Power Company and Mississippi
Power Company in connection with tender offers on December 10, 1997 and
fees and expenses recorded therefrom.
(C) To give effect to (i) the proposed issuance of $500,000,000 of
preferred securities by Alabama Power Company at an assumed rate of
7.25%; (ii) the proposed issuance of $310,750,000 of preferred
securities by Georgia Power Company at an assumed rate of 7.25%; (iii)
the proposed issuance of $75,000,000 of preferred securities by
Mississippi Power Company at an assumed rate of 7.25%; (iv) the
issuance in January 1998 by Gulf Power Company of $45,000,000 of 7%
Trust Preferred Securities and the proposed issuance by Gulf Power
Company of $5,000,000 additional preferred securities at an assumed
rate of 7.25%, $200,000,000 of first mortgage bonds at an assumed rate
of 7%, $200,000,000 of preferred stock at an assumed rate of 6.50%, and
$159,070,000 of pollution control obligations at an assumed rate of
5.50%; and (v) the collective retirements of $132,255,000 of preferred
stock at various rates by Alabama Power Company, Georgia Power Company,
Gulf Power Company and Mississippi Power Company in connection with
tender offers on December 10, 1997 and net gains and fees recorded
therefrom.
(D) To give effect to the proposed issuance of $350,000,000 of senior notes
by Gulf Power Company and the proposed issuance of $400,000,000 senior
notes by Mississippi Power Company, both of which are contemplated in
this Form U-1 application.
