SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM U-1
APPLICATION OR DECLARATION
under
The Public Utility Holding Company Act of 1935
MISSISSIPPI POWER COMPANY
2992 West Beach
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)
Michael W. Southern
Vice President, Secretary and Treasurer
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.
64 Perimeter Center East Suite 5200
Atlanta, Georgia 30346 Atlanta, Georgia 30308-2216
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INFORMATION REQUIRED
Item 1. Description of Proposed Transactions.
1.1 Mississippi Power Company ("Mississippi") is a
wholly-owned subsidiary of The Southern Company, a registered
holding company under the Public Utility Holding Act of 1935, as
amended (the "Act").
Mississippi proposes to incur, from time to time or at
any time on or before December 31, 2002, obligations in
connection with the issuance and sale by public instrumentalities
of one or more series of pollution control revenue bonds in an
aggregate principal amount of up to $75,000,000.
Mississippi further proposes to issue and sell, from
time to time or at any time on or before December 31, 2002, one
or more series of its first mortgage bonds and one or more series
of its preferred stock in an aggregate amount of up to
$400,000,000 in any combination of issuance.
1.2 Each issue of the proposed pollution control
revenue bonds will be issued for the financing or refinancing of
the costs of certain air and water pollution control facilities
and sewage and solid waste disposal facilities at one or more of
Mississippi's electric generating plants or other facilities
located in various counties. It is proposed that each such
county or the otherwise appropriate public or state body or
instrumentality (the "County") will issue its revenue bonds (the
"Revenue Bonds") to finance or refinance the costs of the
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acquisition, construction, installation and equipping of said
facilities at the plant or other facility located in its
jurisdiction (the "Project"). Each County is authorized by
relevant state law to issue its Revenue Bonds for such purposes.
While the actual amount of Revenue Bonds to be issued by
each County has not yet been determined, such amount will be
based upon the cost of refunding outstanding bonds or the cost of
the Project located in its jurisdiction.
Mississippi proposes to enter into a Loan or Installment
Sale Agreement with the County, substantially in the form of
Exhibit B-1 hereto, relating to each issue of the Revenue Bonds
(the "Agreement"). Under the Agreement, the County will loan to
Mississippi the proceeds of the sale of the County's Revenue
Bonds, and Mississippi may issue a non-negotiable promissory note
therefor (the "Note"), or the County will undertake to purchase
and sell the related Project to Mississippi. The installment
sale structure may be used because it is required by applicable
state law or to the extent it affords transactional advantages to
Mississippi. Such proceeds will be deposited with a Trustee (the
"Trustee") under an indenture to be entered into between the
County and such Trustee (the "Trust Indenture"), pursuant to
which such Revenue Bonds are to be issued and secured, and will
be applied by Mississippi to payment of the Cost of Construction
(as defined in the Agreement) of the Project or to refund
outstanding pollution control revenue obligations.
The Note or the Agreement will provide for payments to
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be made by Mississippi at times and in amounts which shall
correspond to the payments with respect to the principal of,
premium, if any, and interest on the related Revenue Bonds
whenever and in whatever manner the same shall become due,
whether at stated maturity, upon redemption or declaration or
otherwise.
The Agreement will provide for the assignment to the
Trustee of the County's interest in, and of the moneys receivable
by the County under, the Agreement and the Note.
The Agreement will also obligate Mississippi to pay the
fees and charges of the Trustee and may provide that Mississippi
may at any time, so long as it is not in default thereunder,
prepay the amount due under the Agreement or the Note, including
interest thereon, in whole or in part, such payment to be
sufficient to redeem or purchase outstanding Revenue Bonds in the
manner and to the extent provided in the Trust Indenture.
The Trust Indenture will provide that the Revenue Bonds
issued thereunder will be redeemable (i) at any time on or after
a specified date from the date of issuance, in whole or in part,
at the option of Mississippi, and may require the payment of a
premium at a specified percentage of the principal amount which
may decline annually thereafter, and (ii) in whole, at the option
of Mississippi, in certain other cases of undue burdens or
excessive liabilities imposed with respect to the related
Project, its destruction or damage beyond practicable or
desirable repairability or condemnation or taking by eminent
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domain, or if operation of the related facility is enjoined and
Mississippi determines to discontinue operation thereof, such
redemption of all such outstanding Revenue Bonds to be at the
principal amount thereof plus accrued interest, but without
premium. It is proposed that the Revenue Bonds will mature not
more than 40 years from the first day of the month in which they
are initially issued and may, if it is deemed advisable for
purposes of the marketability of the Revenue Bonds, be entitled
to the benefit of a mandatory redemption sinking fund calculated
to retire a portion of the aggregate principal amount of the
Revenue Bonds prior to maturity.
The Trust Indenture and the Agreement may give the
holders of the Revenue Bonds the right, during such time as the
Revenue Bonds bear interest at a fluctuating rate or otherwise,
to require Mississippi to purchase the Revenue Bonds from time to
time, and arrangements may be made for the remarketing of any
such Revenue Bonds through a remarketing agent. Mississippi also
may be required to purchase the Revenue Bonds, or the Revenue
Bonds may be subject to mandatory redemption, at any time if the
interest thereon is determined to be subject to federal income
tax. Also in the event of taxability, interest on the Revenue
Bonds may be effectively converted to a higher variable or fixed
rate, and Mississippi also may be required to indemnify the
bondholders against any other additions to interest, penalties,
and additions to tax; such terms are not considered to constitute
the issuance of a separate security under Sections 6(a) and 7 of
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the Act, but rather possible additional terms of the Revenue
Bonds and Mississippi's obligations with respect thereto.
In order to obtain the benefit of ratings for the
Revenue Bonds equivalent to the rating of Mississippi's first
mortgage bonds outstanding under the indenture dated as of
September 1, 1941 between Mississippi and Bankers Trust Company,
as successor trustee, as supplemented and amended (the
"Mortgage"), which ratings Mississippi has been advised may be
thus attained, Mississippi may determine to secure its
obligations under the Note and the related Agreement by
delivering to the Trustee, to be held as collateral, a series of
its first mortgage bonds (the "Collateral Bonds") in principal
amount either (i) equal to the principal amount of the Revenue
Bonds or (ii) equal to the sum of such principal amount of the
Revenue Bonds plus interest payments thereon for a specified
period. Such series of Collateral Bonds will be issued under an
indenture supplemental to the Mortgage (the "Supplemental
Indenture"), will mature on the maturity date of such Revenue
Bonds and will be non-transferable by the Trustee. The
Collateral Bonds, in the case of clause (i) above, would bear
interest at a rate or rates equal to the interest rate or rates
to be borne by the related Revenue Bonds and, in the case of
clause (ii) above, would be non-interest bearing.
The Supplemental Indenture will provide, however, that
the obligation of Mississippi to make payments with respect to
the Collateral Bonds will be satisfied to the extent that
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payments are made under the Note or the Agreement sufficient to
meet payments when due in respect of the related Revenue Bonds.
The Supplemental Indenture will provide that, upon acceleration
by the Trustee of the principal amount of all related outstanding
Revenue Bonds under the Trust Indenture, the Trustee may demand
the mandatory redemption of the related Collateral Bonds then
held by it as collateral at a redemption price equal to the
principal amount thereof plus accrued interest, if any, to the
date fixed for redemption. The Supplemental Indenture may also
provide that, upon the optional redemption of the Revenue Bonds,
in whole or in part, a related principal amount of the Collateral
Bonds will be redeemed at the redemption price of the Revenue
Bonds.
In the case of interest bearing Collateral Bonds,
because interest accrues in respect of such Collateral Bonds
until satisfied by payments under the Note or the Agreement,
"annual interest charges" in respect of such Collateral Bonds
will be included in computing the "interest earnings requirement"
of the Mortgage which restricts the amount of first mortgage
bonds which may be issued and sold to the public in relation to
Mississippi's net earnings. In the case of non-interest bearing
Collateral Bonds, since no interest would accrue in respect of
such Collateral Bonds, the "interest earnings requirement" would
be unaffected.
The Trust Indenture will provide that, upon deposit with
the Trustee of funds sufficient to pay or redeem all or any part
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of the related Revenue Bonds, or upon direction to the Trustee by
Mississippi to so apply funds available therefor, or upon
delivery of such outstanding Revenue Bonds to the Trustee by or
for the account of Mississippi, the Trustee will be obligated to
deliver to Mississippi the Collateral Bonds then held as
collateral in an aggregate principal amount as they relate to the
aggregate principal amount of such Revenue Bonds for the payment
or redemption of which such funds have been deposited or applied
or which shall have been so delivered.
As an alternative to or in conjunction with
Mississippi's securing its obligations through the issuance of
the Collateral Bonds as above described, Mississippi may cause an
irrevocable Letter of Credit or other credit facility (the
"Letter of Credit") of a bank or other financial institution (the
"Bank") to be delivered to the Trustee. The Letter of Credit
would be an irrevocable obligation of the Bank to pay to the
Trustee, upon request, up to an amount necessary in order to pay
principal of and accrued interest on the Revenue Bonds when due.
Pursuant to a separate agreement with the Bank, Mississippi would
agree to pay to the Bank, on demand or pursuant to a borrowing
under such agreement, all amounts that are drawn under the Letter
of Credit, as well as certain fees and expenses. Such delivery
of the Letter of Credit to the Trustee would obtain for the
Revenue Bonds the benefit of a rating equivalent to the credit
rating of the Bank. In the event that the Letter of Credit is
delivered to the Trustee as an alternative to the issuance of the
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Collateral Bonds, Mississippi may also convey to the County a
subordinated security interest in the Project or other property
of Mississippi as further security for Mississippi's obligations
under the Agreement and the Note. Such subordinated security
interest would be assigned by the County to the Trustee.
As a further alternative to, or in conjunction with,
securing its obligations under the Agreement and Note as above
described, and in order to obtain a "AAA" rating for the Revenue
Bonds by one or more nationally recognized securities rating
services, Mississippi may cause an insurance company to issue a
policy of insurance guaranteeing the payment when due of the
principal of and interest on such series of the Revenue Bonds.
Such insurance policy would extend for the term of the related
Revenue Bonds and would be non-cancelable by the insurance
company for any reason. Mississippi's payment of the premium
with respect to said insurance policy could be in various forms,
including a non-refundable, one-time insurance premium paid at
the time the policies are issued, and/or an additional interest
percentage to be paid to said insurer in correlation with regular
interest payments. In addition, Mississippi may be obligated to
make payments of certain specified amounts into separate escrow
funds and to increase the amounts on deposit in such funds under
certain circumstances. The amount in each escrow fund would be
payable to the insurance company as indemnity for any amounts
paid pursuant to the related insurance policy in respect of
principal of or interest on the related Revenue Bonds. In the
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event that an insurance policy is issued as an alternative to the
issuance of the Collateral Bonds, Mississippi may also convey to
the County a subordinated security interest in the Project or
other property of Mississippi as further security for
Mississippi's obligations under the Agreement and the Note. Such
subordinated security interest would be assigned by the County to
the Trustee. If, due to insufficiency of coverages or for other
reasons, Mississippi is unable or determines not to issue the
Collateral Bonds or to deliver the Letter of Credit to the
Trustee as above described or to cause an insurance policy to be
issued, the Revenue Bonds would be issued without the benefit of
such security. In that event Mississippi may convey to the
County a subordinated security interest in the Project or other
property of Mississippi as security for its obligations under the
Agreement and the Note. Such subordinated security interest
would be assigned by the County to the Trustee. Mississippi also
may guarantee the payment of the principal of, premium, if any,
and interest on the Revenue Bonds.
It is contemplated that the Revenue Bonds will be sold
by the County pursuant to arrangements with one or more
purchasers, placement agents or underwriters. In accordance with
applicable state laws, the interest rate to be borne by the
Revenue Bonds will be approved by the County and will be either a
fixed rate, which fixed rate may be convertible to a rate which
will fluctuate in accordance with a specified prime or base rate
or rates or may be determined pursuant to certain remarketing or
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auction procedures, or a fluctuating rate, which fluctuating rate
may be convertible to a fixed rate. While Mississippi may not be
party to the purchase, placement or underwriting arrangements for
the Revenue Bonds, such arrangements will provide that the terms
of the Revenue Bonds and their sale by the County shall be
satisfactory to Mississippi. Bond Counsel will issue an opinion
that, based upon existing law, interest on the Revenue Bonds will
generally be excludable from gross income for federal income tax
purposes. Mississippi has been advised that the interest rates
on obligations, the interest on which is tax exempt, recently
have been and can be expected at the time of issue of the Revenue
Bonds to be approximately one to three percentage points lower
than the rates on obligations of like tenor and comparable
quality, interest on which is fully subject to federal income
taxation.
Mississippi also proposes that it may enter into
arrangements providing for the delayed or future delivery of
Revenue Bonds to one or more purchasers or underwriters. The
obligations of the purchasers or underwriters to purchase Revenue
Bonds under any such arrangements may be secured by U.S. Treasury
securities, letters of credit or other collateral.
The effective cost to Mississippi of any series of the
Revenue Bonds will not exceed the yield on U.S. Treasury
securities having a maturity comparable to that of such series of
Revenue Bonds. Such effective cost will reflect the applicable
interest rate or rates and any underwriters' discount or
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commission.
The premium (if any) payable upon the redemption of any
Revenue Bonds at the option of Mississippi will not exceed the
greater of (i) 5% of the principal amount of the Revenue Bonds so
to be redeemed, or (ii) a percentage of such principal amount
equal to the rate of interest per annum borne by such Revenue
Bonds.
The purchase price payable by or on behalf of
Mississippi in respect of Revenue Bonds tendered for purchase at
the option of the holders thereof will not exceed 100% of the
principal amount thereof, plus accrued interest to the purchase
date.
Any Letter of Credit issued as security for the payment
of Revenue Bonds will be issued pursuant to a Reimbursement
Agreement between Mississippi and the financial institution
issuing such Letter of Credit. Pursuant to the Reimbursement
Agreement, Mississippi will agree to pay or cause to be paid to
the financial institution, on each date that any amount is drawn
under such institution's Letter of Credit, an amount equal to the
amount of such drawing, whether by cash or by means of a
borrowing from such institution pursuant to the Reimbursement
Agreement. Any such borrowing may have a term of up to 10 years
and will bear interest at the lending institution's prevailing
rate offered to corporate borrowers of similar quality which will
not exceed (i) the London Interbank Offered Rate plus up to 2%,
(ii) the lending institution's certificate of deposit rate plus
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up to 1-3/4%, or (iii) a rate not to exceed the prime rate plus
1%, to be established by agreement with the lending institution
prior to the borrowing.
1.3 If any part of said $400,000,000 is used to issue
Mississippi's first mortgage bonds (the "new Bonds"), it is
proposed that each series of new Bonds will have a term of not
more than 40 years and will be sold for the best price obtainable
but for a price to Mississippi of not less than 98% nor more than
101-3/4% of the principal amount thereof, plus accrued interest
(if any).
The new Bonds will be issued under the Mortgage as
heretofore supplemented by various indentures supplemental
thereto, and as to be further supplemented by a Supplemental
Indenture providing for each series of the new Bonds to be
issued.
Mississippi may provide that none of the new Bonds of
any series will be redeemed for a five-year or other period
commencing on or about the first day of the month of issuance at
a regular redemption price if such redemption is for the purpose
or in anticipation of refunding such new Bonds through the use,
directly or indirectly, of funds borrowed by Mississippi at an
effective interest cost to Mississippi (computed in accordance
with generally accepted financial practice) of less than the
effective interest cost to Mississippi of the new Bonds of such
series. Such limitation will not apply to redemptions at a
special redemption price by operation of the improvement fund or
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the replacement provisions of the Mortgage or by the use of
proceeds of released property.
Mississippi may covenant that it will not redeem the new
Bonds of any series, in any year prior to the fifth or other
specified year after the issuance of such series, through the
operation of the improvement fund provisions of the Mortgage in a
principal amount which would exceed 1% of the initial aggregate
principal amount of such series.
Mississippi also may covenant that it will not, in any
calendar year, redeem the new Bonds of any series through the
operation of the replacement provisions of the Mortgage in a
principal amount which would exceed 1% of the initial aggregate
principal amount of such series.
In addition, Mississippi may make provision for a
mandatory cash sinking fund for the benefit of any series of the
new Bonds. In connection therewith, Mississippi may have the
non-cumulative option in any year of making an optional sinking
fund payment in an amount not exceeding such mandatory sinking
fund payment.
In order to enhance the marketability of the new Bonds,
it may be desirable to cause an insurance company to issue a
policy of insurance for the payment when due of the new Bonds of
a particular series. It also may be desirable that the terms of
the new Bonds, or any series thereof, provide for an adjustable
interest rate thereon to be determined on a periodic basis,
rather than a fixed interest rate. In such event, it is proposed
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that the rate of interest on such new Bonds for an initial period
would be a fixed rate per annum. Periodically thereafter, the
interest rate would be adjusted by periodic auction or
remarketing procedures, or in accordance with a formula or
formulae based upon certain reference rates, or by other
predetermined methods.
In connection with any such adjustable rate issue, it is
proposed that such series of the new Bonds may not be redeemable
at the option of Mississippi during certain short-term interest
periods. It is further proposed that the non-refunding
limitation described above, as well as the restriction on
redemptions through operation of the improvement fund provisions,
may apply with respect to each long-term interest period
commencing with the first day of the month in which any such
interest period begins. To the extent the foregoing redemption
provisions may constitute a deviation from the Commission's
Statement of Policy Regarding First Mortgage Bonds, Mississippi
hereby requests approval of such deviation.
Mississippi desires the flexibility, in connection with
the issuance of the new Bonds of any series, to deviate from the
provisions of the Statement of Policy Regarding First Mortgage
Bonds with respect to (i) redemption and refunding provisions by,
for example, providing refunding limitations for periods of more
than five years or prohibiting redemptions for specified periods
of time (including as long as the life of any series of the new
Bonds), and (ii) limitations on payment of common stock dividends
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by, for example, including a less restrictive provision or no
such provision in the supplemental indenture relating to a
particular series, all as determined in light of market
conditions and other relevant considerations at the time of
issuance.
1.4 If any part of said $400,000,000 is used in
connection with the issuance of Mississippi's preferred stock,
par or stated value of up to $100 per share (the "new Preferred
Stock"), it is proposed that such securities will be sold for the
best price obtainable (after giving effect to the purchasers'
compensation) but for a price to Mississippi (before giving
effect to such purchasers' compensation) of not less than 100% of
the par or stated value per share.
The authorized number of shares of preferred stock of
Mississippi may be increased by amendment to the Articles of
Incorporation of Mississippi and the new Preferred Stock of each
series will be created, and its terms established, by resolution
of the board of directors of Mississippi. Mississippi may make
provision for a cumulative sinking fund for the benefit of a
particular series of the new Preferred Stock which would retire a
certain number of shares of such series annually, commencing at a
specified date after the sale. In connection therewith,
Mississippi may have the non-cumulative option of redeeming up to
an additional like number of shares of such series annually.
Mississippi may provide that no share of a particular
series of the new Preferred Stock will be redeemed for a five-
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year or other period commencing on or about the first day of the
month of issuance, if such redemption is for the purpose or in
anticipation of refunding such share directly or indirectly
through the incurring of debt, or through the issuance of stock
ranking equally with or prior to the new Preferred Stock as to
dividends or assets, if such debt has an effective interest cost
to Mississippi (computed in accordance with generally accepted
financial practice) or such stock has an effective dividend cost
to Mississippi (so computed) of less than the effective dividend
cost to Mississippi of the respective series of the new Preferred
Stock.
Mississippi may determine that, in light of the current
market conditions at the time any series of the new Preferred
Stock is offered, it is in the best interest of Mississippi and
its investors and consumers that the terms of such new Preferred
Stock provide for an adjustable dividend rate thereon to be
determined on a periodic basis, rather than a fixed rate
dividend. In such event, it is proposed that the rate of
dividends on such new Preferred Stock for an initial period would
be a fixed amount or rate per annum. Periodically thereafter,
the rate would be adjusted by periodic auction or remarketing
procedures, or in accordance with a formula or formulae based
upon certain reference rates, or by other predetermined methods.
In connection with any such adjustable rate issue, it is
proposed that such series of the new Preferred Stock may be
redeemable at the option of Mississippi only on dividend payment
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dates. To the extent that such provision would constitute a
deviation from the Commission's Statement of Policy Regarding
Preferred Stock, Mississippi hereby requests approval for such
deviation.
It is further proposed that, in connection with the
issuance of the new Preferred Stock of any series, Mississippi
may cause to be effected arrangements involving the deposit by
Mississippi of such new Preferred Stock with a depositary and the
issuance by such depositary of receipts evidencing depositary
preferred shares, each representing a specified fraction of a
share of new Preferred Stock and entitling the owner thereof,
proportionately, to all the rights, preferences and privileges of
the new Preferred Stock.
Mississippi also proposes that, in connection with any
issuance of new Preferred Stock, it may deviate from the
provisions of the Statement of Policy Regarding Preferred Stock
with respect to redemptions and refunding provisions by, for
example, providing refunding limitations for periods of more than
five years or prohibiting redemptions for specified periods of
time, as to be determined in light of market conditions and other
relevant considerations at the time of issuance.
1.5 Mississippi may determine to use the proceeds from
the sale of the Revenue Bonds, the new Bonds and the new
Preferred Stock to redeem or otherwise retire its outstanding
first mortgage bonds, pollution control bonds and/or preferred
stock if such use is considered advisable. Such outstanding
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first mortgage bonds, pollution control bonds and/or preferred
stock retired or redeemed by Mississippi may be purchased on the
open market or by tender offer as authorized by HCAR No. 35-
25751, dated February 26, 1993, or pursuant to subsequent
authorization. To the extent that the redemption or other
retirement of outstanding preferred stock using the proceeds from
security sales as proposed herein may require authorization under
Section 12(c) of the Act, Mississippi hereby requests such
authorization. Mississippi also proposes that it may use the
proceeds from the sale of the new Bonds and new Preferred Stock,
along with other funds, to pay a portion of its cash requirements
to carry on its electric utility business.
Mississippi will not use the proceeds from securities
sales proposed herein to refund outstanding securities unless the
estimated present value savings derived from the net difference
between interest or dividend payments on any securities to be
issued for refunding purposes and the specific securities to be
refunded is, on an after-tax basis, greater than the present
value of all redemption and issuing costs, assuming an
appropriate discount rate. Such discount rate is based on the
estimated after-tax interest or dividend rate on the securities
issued for refunding purposes.
1.6 Pursuant to orders of the Commission, Mississippi
has authority to issue and sell $165,000,000 of first mortgage
bonds and/or preferred stock (of which, $70,000,000 of first
mortgage bonds and $23,404,000 of preferred stock have been sold)
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and $63,875,000 of pollution control revenue bonds (of which, the
record was completed and a supplemental order has been issued
relating to $49,475,000) as set forth in Commission File No. 70-
8127 (HCAR No. 35-25791, dated April 13, 1993, HCAR No. 35-25837,
dated June 25, 1993, HCAR No. 35-25946, dated December 15, 1993
and HCAR No. 35-26331, dated July 13, 1995). Mississippi hereby
requests that the authority described in the above-mentioned
orders remain in effect until December 31, 1995 or until such
time as the order with respect to the matters requested herein is
issued.
Item 2. Fees, Commissions and Expenses.
The fees and expenses to be paid or incurred by
Mississippi, directly or indirectly, in connection with each
issuance of Collateral Bonds (as distinguished from and excluding
fees, commissions and expenses incurred or to be incurred in
connection with the sale of Revenue Bonds by a County and in
connection with the determination of the tax status of the
Revenue Bonds) are as follows:
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Fee of counsel for Mississippi . . . . . . . . . . $ 40,000
Fee of accountants, Arthur Andersen LLP . . . . . . 25,000
Fee of trustee, including counsel . . . . . . . . . 25,000
Services of Southern Company
Services, Inc. . . . . . . . . . . . . . . . . . 25,000
Miscellaneous, including telephone charges and
traveling expenses . . . . . . . . . . . . . . . 5,000
TOTAL . . . . . . . . . . . . . . . . . . . . $120,000
Fees and expenses incurred or to be incurred by
Mississippi in connection with the issuance and sale of the new
Bonds and the new Preferred Stock are as follows:
<TABLE>
<CAPTION>
New
New Bonds Preferred Stock
Each Each
Initial Additional Initial Additional
Sale Sale Sale Sale
<S> <C> <C> <C> <C>
Filing fees -- Securities and Exchange
Commission --
Registration statement . . . . $ 137,932 $ -- $ -- $ --
Charges of Trustee
(including counsel) . . . . . 13,000 13,000 -- --
Charges of Transfer Agent
and Registrar . . . . . . . . -- -- 5,000 5,000
Charges of Depositary . . . . . . 30,000 20,000
Cost of definitive bond
certificates . . . . . . . . . 5,000 5,000 -- --
Cost of stock certificates and
receipts for Depositary Shares -- -- 8,000 8,000
Printing and preparation of registration
statement, prospectus, etc . . 30,000 18,000 20,000 15,000
Rating fees --
Duff and Phelps, Inc . . . . . 10,000 10,000 10,000 10,000
Moody's Investors Service, Inc. 15,000 15,000 15,000 15,000
Standard & Poor's Corporation 12,000 6,000 6,000 6,000
Services of Southern Company Services,
Inc. . . . . . . . . . . . . . 20,000 10,000 20,000 10,000
Fees of counsel --
Eaton and Cottrell, P.A. . . . 20,000 7,000 20,000 10,000
Troutman Sanders LLP . . . . . 30,000 20,000 30,000 20,000
Fee of accountants,
Arthur Andersen LLP . . . . . 32,000 24,000 32,000 24,000
Miscellaneous, including telephone
charges and traveling expenses 5,068 5,000 6,000 4,000
Total . . . . . . . . . . . . $330,000 $133,000 $202,000 $147,000
</TABLE>
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Item 3. Applicable Statutory Provisions.
Mississippi considers that the issuance of the Notes and
Collateral Bonds is subject to Sections 6(a), 7 and 12(c) of the
Act and Rule 42 thereunder.
Mississippi further considers that the sale or granting of
subordinated security interests in the Projects or other property
of Mississippi, as set forth under Item 1.2 above, may be subject
to Section 12(d) of the Act, and that the exception afforded by
subparagraph (b)(3) of Rule 44 thereunder may be applicable.
Mississippi considers that any guarantee of payment of the
Revenue Bonds may be subject to Sections 6(a) and 7 of the Act.
Mississippi considers that Sections 9(a) and 10 of the Act
may be applicable to any purchase of Revenue Bonds by Mississippi
as described herein and to the extent that the transactions
contemplated herein in connection with the Revenue Bonds involve
an Installment Sale Agreement or Agreements pursuant to which the
County undertakes to sell the related Project to Mississippi.
Mississippi considers that the issuance and sale of new
Bonds and new Preferred Stock are subject to the provisions of
Sections 6(a) and 7 of the Act.
Mississippi considers that the acquisition, retirement or
redemption of new Bonds and new Preferred Stock in connection
with any sinking fund provisions with respect thereto (including
any optional redemptions included as part of such sinking fund
provisions) may be subject to Section 12(c) of the Act and Rule
42 thereunder, except to the extent excepted from the
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requirements of Rule 42(a) by subsections (b)(2) and (b)(4) of
such Rule.
Mississippi proposes that it may deviate from the
Statements of Policy Regarding First Mortgage Bonds and Preferred
Stock as described in Items 1.3 and 1.4 hereof.
The proposed transactions will be carried out in accordance
with the procedure specified in Rule 23 and pursuant to an order
or orders of the Commission in respect thereto.
Rule 54 Analysis. Under Rule 54, in determining whether to
approve the issue or sale of a security by a registered holding
company for purposes other than the acquisition of an "exempt
wholesale generator" or "foreign utility company", or other
transactions by such registered holding company or its
subsidiaries other than with respect to "exempt wholesale
generators" or "foreign utility companies," the Commission shall
not consider the effect of the capitalization or earnings of any
subsidiary which is an "exempt wholesale generator" or a "foreign
utility company" upon the registered holding company system if
the "safe harbor" conditions of Rule 53 are satisfied.
Southern currently meets all of the "safe harbor"
conditions of Rule 53. Southern's "aggregate investment" in
"exempt wholesale generators" and "foreign utility companies" at
September 1, 1995 was approximately $927.5 million, representing
approximately 29% of Southern's "consolidated retained earnings,"
as defined in Rule 53(a)(1)(ii), for the four quarters ended June
30, 1995 ($3.213 billion). Furthermore, Southern has and will
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continue to comply with the record keeping requirements of Rule
53(a)(2) concerning affiliated "exempt wholesale generators" and
"foreign utility companies." In addition, as required by Rule
53(a)(3), no more than 2% of the employees of Southern's
operating utility subsidiaries will, at any one time, directly or
indirectly, render services to "exempt wholesale generators" and
"foreign utility companies." Finally, since none of the
circumstances described in Rule 53(b) exists, the provisions of
Rule 53(a) are not made inapplicable by Rule 53(b).
Item 4. Regulatory Approval.
The transactions by Mississippi proposed herein are not
subject to the jurisdiction of any state commission or of any
federal commission other than the Commission.
Item 5. Procedure.
Mississippi requests that the Commission's order herein be
issued as soon as the rules allow and that there be no 30-day
waiting period between the issuance of the Commission's order and
the date on which it is to become effective. Mississippi hereby
waives a recommended decision by a hearing officer or other
responsible officer of the Commission and hereby consents that
the Division of Investment Management may assist in the
preparation of the Commission's decision and/or order in this
matter unless such Division opposes the matters covered hereby.
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Item 6. Exhibits and Financial Statements.
(a) Exhibits.
A-1(a) - Indenture dated as of September 1, 1941,
between Mississippi and Bankers Trust
Company, as Successor Trustee, and
indentures supplemental thereto through
July 1, 1995. (Designated in Registration
Nos. 2-4834 as Exhibit B-3, 2-62965 as
Exhibit 2(b)-2, 2-66845 as Exhibit 2(b)-2,
2-71537 as Exhibit 4(a)-(2), 33-5414 as
Exhibit 4(a)-(2), 33-39833 as Exhibit
4(a)-2, in Form 10-K for the year ended
December 31, 1991, File No. 0-6849, as
Exhibit 4(b), in Form 8-K dated August 5,
1992, File No. 0-6849, as Exhibit 4(a)-2,
in Second Certificate of Notification,
File No. 70-7941, as Exhibit I, in Form 8-
K dated February 26, 1993, File No. 0-
6849, as Exhibit 4(a)-2, in Certificate of
Notification, File No. 70-8127, as Exhibit
A, in Form 8-K dated June 22, 1993, File
No. 0-6849, as Exhibit 1, in Certificate
of Notification, File No. 70-8127, as
Exhibit A, in Form 8-K dated March 8,
1994, File No. 0-6849, as Exhibit 4 and in
Certificate of Notification, File No. 70-
8127, as Exhibit A.)
A-1(b) - Draft of Supplemental Indenture with
respect to the new Bonds, between
Mississippi and Bankers Trust Company, as
Trustee. (To be filed by amendment.)
A-2(a) - Articles of Incorporation of Mississippi,
articles of merger of Mississippi Power
Company (a Maine corporation) into
Mississippi and articles of amendment to
the articles of incorporation of
Mississippi through August 19, 1993.
(Designated in Registration No. 2-71540 as
Exhibit 4(a)-1, in Form U5S for 1987, File
No. 33-222-2, as Exhibit B-10, in
Registration No. 33-49320 as Exhibit 4(b)-
(1), in Form 8-K dated August 5, 1992,
File No. 0-6849, as Exhibits 4(b)-2 and
4(b)-3, in Form 8-K dated August 4, 1993,
File No. 0-6849, as Exhibit 4(b)-3 and in
Form 8-K dated August 18, 1993, File No.
0-6849, as Exhibit 4(b)-3.)
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A-2(b) - Draft of proposed amendment to articles of
incorporation of Mississippi increasing
the amount of authorized preferred stock.
(To be filed by amendment.)
A-2(c) - By-laws of Mississippi as amended
effective August 22, 1989, and as
presently in effect. (Designated in Form
10-K for the year ended December 31, 1989,
File No. 0-6849, as Exhibit 3(b).)
B-1 - Form of Loan or Installment Sale Agreement
between Mississippi and the County
relating to the Revenue Bonds. (To be
filed by amendment.)
B-2 - Form of Trust Indenture between the County
and the Trustee relating to the Revenue
Bonds. (To be filed by amendment.)
C - Registration statements filed under the
Securities Act of 1933 with respect to the
new Bonds and new Preferred Stock. (To be
filed by amendment.)
D - None.
E - None.
F - Opinion of Eaton and Cottrell, P.A.,
counsel for Mississippi. (To be filed by
amendment.)
G - Form of Notice.
Exhibits heretofore filed with the Securities and
Exchange Commission and 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 Mississippi at June 30, 1995.
(Designated in Mississippi's Form 10-Q for the
quarter ended June 30, 1995, File No. 0-6849.)
Statement of Income and statement of earnings
retained in the business and other paid-in capital
of Mississippi for the twelve months ended June 30,
1995. (Designated in Mississippi's Form 10-Q for
the quarter ended June 30, 1995, File No. 0-6849.)
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Consolidated balance sheet of The Southern Company
and its subsidiaries at June 30, 1995. (Designated
in The Southern Company's Form 10-Q for the quarter
ended June 30, 1995, File No. 1-3536.)
Consolidated statement of income and statements of
earnings retained in the business and amount paid in
for common stock in excess of par value for The
Southern Company and its subsidiaries for the twelve
months ended June 30, 1995. (Designated in The
Southern Company's Form 10-Q for the quarter ended
June 30, 1995, File No. 1-3536.)
Proforma journal entries giving effect to the
proposed sale of Revenue Bonds, the new Bonds and
the new Preferred Stock.
Since June 30, 1995, there have been no material adverse
changes, not in the ordinary course of business, in the financial
condition of Mississippi or of The Southern Company and its
subsidiaries consolidated from that set forth in or contemplated
by the foregoing financial statements.
Item 7. Information as to Environmental Effects.
(a) The proposed transactions are strictly financial in
nature in the ordinary course of Mississippi's business.
Accordingly, the Commission's action in these matters will not
constitute any major federal action significantly affecting the
quality of the human environment within the meaning of the
National Environmental Policy Act.
(b) No other federal agency has prepared or is
preparing an environmental impact statement with regard to the
proposed transactions.
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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 statement to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: November 14, 1995 MISSISSIPPI POWER COMPANY
By: /s/Wayne Boston
Wayne Boston
Assistant Secretary
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EXHIBIT G
Mississippi Power Company 70-
Mississippi Power Company ("Mississippi"), 2992 West Beach,
Gulfport, Mississippi 39501, a wholly owned electric public-
utility subsidiary company of The Southern Company, a registered
holding company, has filed an application-declaration under
Sections 6(a), 7, 9(a), 10, 12(c) and 12(d) of the Act and Rules
42 and 44 thereunder.
Mississippi proposes to issue a obligations, from time to time or
at any time on or before December 31, 2002, in connection with
the issuance and sale by public instrumentalities of one or more
series of pollution control revenue bonds ("Revenue Bonds") in an
aggregate principal amount of up to $75 million.
The Revenue Bonds will be issued for the financing or refinancing
of the costs of certain air and water pollution control
facilities and sewage and solid waste disposal facilities at one
or more of Mississippi's electric generating plants or other
facilities located in various counties. It is proposed that each
such county or appropriate public body or instrumentality
("County") will issue its Revenue Bonds to finance or refinance
the costs of the acquisition, construction, installation and
equipping of said facilities at the plant or other facility
located in its jurisdiction ("Project").
It is proposed that the Revenue Bonds will mature from one to 40
years from the first day of the month in which they are initially
issued and may, if it is deemed advisable for purposes of the
marketability of the Revenue Bonds, be entitled to the benefit of
a mandatory redemption sinking fund calculated to retire a
portion of the aggregate principal amount of the Revenue Bonds
prior to maturity.
Mississippi proposes to enter into a Loan or Installment Sale
Agreement with the County ("Agreement") pursuant to each issue of
the Revenue Bonds, and Mississippi may issue a Note therefor, or
the County will undertake to purchase and sell the related
Project to Mississippi. The proceeds from the sale of the
Revenue Bonds will be deposited with a trustee ("Trustee") under
an indenture to be entered into between the County and such
Trustee ("Trust Indenture"), pursuant to which such Revenue Bonds
are to be issued and secured, and will be applied by Mississippi
to payment of the Cost of Construction (as defined in the
Agreement) of the Project or to refund outstanding pollution
control revenue obligations.
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The Trust Indenture and the Agreement may give the holders of the
Revenue Bonds the right, during such time as the Revenue Bonds
bear interest at a fluctuating rate, to require Mississippi to
purchase the Revenue Bonds from time-to-time, and arrangements
may be made for the remarketing of any such Revenue Bonds through
a remarketing agent. Mississippi also may be required to
purchase the Revenue Bonds, or the Revenue Bonds may be subject
to mandatory redemption, at any time if the interest thereon is
determined to be subject to federal income tax. Also in the
event of taxability, interest on the Revenue Bonds may be
effectively converted to a higher variable or fixed rate, and
Mississippi also may be required to indemnify the bondholders
against any other additions to interest, penalties and additions
to tax.
In order to obtain the benefit of ratings for the Revenue Bonds
equivalent to the rating of Mississippi's first mortgage bonds
outstanding under the indenture dated as of September 1, 1941
between Mississippi and Bankers Trust Company, as successor
trustee, as supplemented and amended ("Mortgage"), Mississippi
may determine to secure its obligations under the Note and/or
Agreement by delivering to the Trustee, to be held as collateral,
a series of its first mortgage bonds ("Collateral Bonds"). The
aggregate principal amount of the Collateral Bonds would be equal
to either: (1) the principal amount of the Revenue Bonds; or (2)
the sum of such principal amount of the Revenue Bonds plus
interest payments thereon for a specified period.
As a further alternative to, or in conjunction with, securing its
obligations through the issuance of the Collateral Bonds,
Mississippi may: (1) cause an irrevocable letter of credit
("Letter of Credit") to be delivered to the Trustee; and/or (2)
cause an insurance company to issue an policy ("Policy")
guaranteeing the payment of the Revenue Bonds. In the event that
the either the Letter of Credit is delivered to the Trustee or
the Policy is issued, Mississippi may also convey to the County a
subordinated security interest in the Project or other property
of Mississippi as further security for Mississippi's obligations
under the Agreement and/or the Note. However, in the event that
Mississippi is unable or determines not to issue the Collateral
Bonds, deliver the Letter of Credit to the Trustee or cause the
Policy to be issued, it proposes that it may guarantee the
payment of the principal of, premium, if any, and interest on the
Revenue Bonds.
Mississippi also proposes to issue and sell, at any time on or
before December 31, 2002: (1) one or more series of its (a) first
mortgage bonds ("Bonds"), having a maturity of more than 40 years
and (b) one or more series of preferred stock ("Preferred") in an
aggregate of up to $400 million in any combination of issuance.
The Bonds will be issued pursuant to the Mortgage, as to be
further supplemented, and sold for the best price obtainable, but
for a price to Mississippi of not less than 98% nor more than
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101 3/4% of the principal amount thereof, plus accrued interest
(if any), which may be an adjustable interest rate determined on
a periodic basis, or a fixed interest rate. The Bonds and/or the
Preferred may be subject to a mandatory or optional cash sinking
fund. Mississippi may enhance the marketability of the Bonds by
purchasing an insurance policy to guarantee the payment when due
of the Bonds.
Mississippi seeks authority to deviate from the provisions of the
Commission's Statement of Policy Regarding First Mortgage Bonds
and Preferred Stock (HCAR Nos. 13105 and 13106, February 16,
1956, as amended by HCAR Nos. 16369 and 16758, May 8, 1969 and
June 22, 1970, respectively) with respect to the issuance of the
Bonds and Preferred.
Mississippi may use the proceeds from the sale of the Bonds and
the Preferred to redeem or otherwise retire its outstanding first
mortgage bonds, pollution control bonds and/or preferred stock,
or along with other funds, to pay a portion of its cash
requirements to carry on its electric utility business.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
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