<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 4, 1994
SUBJECT TO AMENDMENT
REGISTRATION NO. 33-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
SAVANNAH ELECTRIC AND POWER COMPANY
(Exact name of registrant as specified in its charter)
GEORGIA 58-0418070
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
----------------
600 BAY STREET, EAST
SAVANNAH, GEORGIA 31401
(912) 232-7171
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
----------------
KIRBY R. WILLIS E. POMEROY WILLIAMS, ESQ.
Vice President, Treasurer and Bouhan, Williams & Levy
Chief Financial Officer The Armstrong House
Savannah Electric and Power Company 447 Bull Street
600 Bay Street, East Savannah, Georgia 31401
Savannah, Georgia 31401 (912) 236-2491
(912) 232-7171
(Name, address, including zip code, and telephone number, including area code,
of agents for service)
----------------
The Commission is requested to mail signed copies of all orders, notices and
communications to:
W. L. WESTBROOK JOHN F. YOUNG
Executive Vice President Vice President
Southern Company Services, Inc. Southern Company Services, Inc.
64 Perimeter Center East One Wall Street, 42nd Floor
Atlanta, Georgia 30346 New York, N.Y. 10005
JOHN D. MCLANAHAN, ESQ.
Troutman Sanders
600 Peachtree Street, N.E.
Suite 5200
Atlanta, Georgia 30308-2216
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this registration statement.
----------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
----------------
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE AMOUNT TO OFFERING PRICE OFFERING REGISTRATION
REGISTERED BE REGISTERED PER UNIT* PRICE* FEE
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
First Mortgage Bonds
Preferred Stock (Par
Value of up to $100 Per
Share) $60,000,000 100% $60,000,000 $20,690
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
* These figures have been arbitrarily assumed solely for the purpose of
calculating the registration fee pursuant to Rule 457(o).
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
The within Prospectus contains the information required by Rule 429 of the
Commission under the Securities Act of 1933 with respect to $5,000,000 of
First Mortgage Bonds of the registrant remaining unsold under Registration
Statement No. 33-45757.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION
DATE OF ISSUANCE MARCH 4, 1994
PROSPECTUS
- ----------
SAVANNAH ELECTRIC AND POWER COMPANY
FIRST MORTGAGE BONDS
PREFERRED STOCK
------------
Savannah Electric and Power Company (the "Company") may sell its First
Mortgage Bonds (the "new First Mortgage Bonds") and Preferred Stock (which may
have a par value of up to $100 per share) (the "new Preferred Stock")
aggregating up to $65,000,000 in principal amount or par value, as the case may
be, in one or more transactions. See "Plan of Distribution."
An accompanying Prospectus Supplement (the "Prospectus Supplement") will set
forth the original principal amount, maturity date, interest rate provisions,
redemption provisions and other terms of each series of the new First Mortgage
Bonds and the number of shares, par value per share, dividend rate provisions,
redemption provisions and other terms of each series of the new Preferred
Stock.
------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
------------
Dated: March , 1994
<PAGE>
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR
ANY ACCOMPANYING PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS
PROSPECTUS AND ANY ACCOMPANYING PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES
OFFERED HEREBY OR THEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS OR ANY ACCOMPANYING PROSPECTUS SUPPLEMENT NOR ANY
SALE MADE HEREUNDER OR THEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE THE
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE RESPECTIVE DATES OF THIS PROSPECTUS AND ANY SUCH PROSPECTUS SUPPLEMENT.
----------------
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES
HEREBY OFFERED OR OTHER SECURITIES OF THE COMPANY AT LEVELS ABOVE THOSE WHICH
MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED
ON THE NEW YORK STOCK EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
----------------
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "SEC"). Such reports and other information can be inspected and
copied at the offices of the SEC at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C.; 500 West Madison Street, Suite 1400, Chicago,
Ill.; and 13th Floor, Seven World Trade Center, New York, N.Y. Copies of this
material can also be obtained at prescribed rates from the Public Reference
Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. A series
of the Company's Preferred Stock is listed on the New York Stock Exchange, and
reports and other information concerning the Company can be inspected at the
office of such Exchange.
----------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have heretofore been filed by the Company with
the SEC pursuant to the Exchange Act, are incorporated by reference in this
Prospectus and shall be deemed to be a part hereof:
1. Annual Report on Form 10-K for the year ended December 31, 1992.
2. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1993,
June 30, 1993 and September 30, 1993.
3. Current Reports on Form 8-K dated February 12, 1993, July 22, 1993,
November 9, 1993 and February 16, 1994.
All documents subsequently filed by the Company with the SEC pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination
of the offering hereunder shall be deemed to be incorporated by reference in
this Prospectus and to be made a part hereof from their respective dates of
filing.
THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON TO
WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, ON THE WRITTEN OR ORAL
REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS REFERRED TO
ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED BY REFERENCE IN THIS PROSPECTUS,
OTHER THAN EXHIBITS TO SUCH DOCUMENTS. REQUESTS FOR SUCH COPIES SHOULD BE
DIRECTED TO LAVONNE CALANDRA, SECRETARY, SAVANNAH ELECTRIC AND POWER COMPANY,
600 BAY STREET, EAST, SAVANNAH, GEORGIA 31401, (912) 238-2249.
2
<PAGE>
SELECTED INFORMATION
The following material, which is presented herein solely to furnish limited
introductory information regarding the Company, has been selected from, or is
based upon, the detailed information and financial statements appearing in the
documents incorporated herein by reference or elsewhere in this Prospectus, is
qualified in its entirety by reference thereto and, therefore, should be read
together therewith.
SAVANNAH ELECTRIC AND POWER COMPANY
<TABLE>
<S> <C>
Business..................................... Generation, transmission,
distribution and sale of electric
energy.
Service Area................................. Approximately 2,000 square miles
comprising the City of Savannah,
Georgia and portions of the sur-
rounding five-county area
Service Area Population...................... Approximately 250,000
Customers at December 31, 1993............... 114,760
Generating Capacity at December 31, 1993
(kilowatts)................................. 627,631
Sources of Generation during 1993 (kilowatt-
hours)...................................... Coal (83%); Oil and Gas (17%)
Sources of Generation Estimated for 1994
(kilowatthours)............................. Coal (96%); Oil and Gas (4%)
</TABLE>
SELECTED FINANCIAL INFORMATION
<TABLE>
<CAPTION>
12 MONTHS
ENDED
YEAR ENDED DECEMBER 31, JANUARY 31,
-------------------------------------------- 1994
1989 1990 1991 1992 1993 (UNAUDITED)(1)
-------- -------- -------- -------- -------- --------------
(THOUSANDS, EXCEPT RATIOS)
<S> <C> <C> <C> <C> <C> <C>
Operating Revenues(2)... $201,799 $205,635 $189,646 $197,761 $218,442 $222,679
Income Before Interest
Charges................ $42,119 $41,153 $38,243 $33,901 $34,677 $36,072
Net Income After
Dividends on Preferred
Stock.................. $25,535 $26,254 $24,030 $20,512 $21,459 $22,702
Ratio of Earnings to
Fixed Charges(3)....... 3.97 4.28 4.13 3.88 4.00 4.10
Ratio of Earnings to
Fixed Charges Plus
Preferred Dividend
Requirements (Pre-
Income Tax Basis)(4)... 3.16 3.47 3.36 3.12 3.15 3.23
</TABLE>
<TABLE>
<CAPTION>
CAPITALIZATION AS OF
DECEMBER 31, 1993
--------------------------------
(THOUSANDS, EXCEPT PERCENTAGES)
ACTUAL AS ADJUSTED(5)
----------- --------------------
<S> <C> <C> <C>
Common Stock Equity..... $154,269 $154,269 38.0%
Cumulative Preferred
Stock.................. 35,000 35,000 8.6
Long-Term Debt.......... 151,338 216,338 53.4
-------- -------- -----
Total, excluding amounts
due within one year.... $340,607 $405,607 100.0%
======== ======== =====
</TABLE>
- --------
(1) See "Recent Results of Operations" herein.
(2) "Operating Revenues" for the years ended December 31, 1989 and 1990 include
amounts relating to certain energy sales (including sales to affiliates)
that formerly were classified as purchased and interchanged power, net.
Such amounts were reclassified to "Operating Revenues" effective December
31, 1991 in accordance with current accounting requirements of the Federal
Energy Regulatory Commission.
(3) This ratio is computed as follows: (i) "Earnings" have been calculated by
adding to "Income Before Interest Charges" all income taxes deducted
therefrom and the debt portion of allowance for funds used during
construction and (ii) "Fixed Charges" consist of "Net Interest Charges"
plus the debt portion of allowance for funds used during construction.
3
<PAGE>
(4) In computing this ratio, "Preferred Dividend Requirements" represent the
before income tax earnings necessary to pay such dividends, computed at the
effective tax rates for the applicable periods.
(5) Assumes the sale of $65,000,000 of new First Mortgage Bonds and no
corresponding redemptions or other retirements of outstanding securities.
SAVANNAH ELECTRIC AND POWER COMPANY
The Company is a wholly-owned subsidiary of The Southern Company, a holding
company registered under the Public Utility Holding Company Act of 1935, as
amended. The Company was incorporated on August 5, 1921, under the laws of the
State of Georgia. The Company is engaged in the generation and purchase of
electricity and the distribution and sale of electricity at retail and, as a
member of the Southern electric system power pool, the transmission and sale of
wholesale energy. The Company has approximately 115,000 customers in a five-
county area in Eastern Georgia containing approximately 2,000 square miles,
including the City of Savannah and its environs, most of Chatham County, most
of Effingham County, and portions of Bryan, Bulloch and Screven Counties. The
Company's service area has a population of approximately 250,000 with
approximately 94% of the Company's customers located in metropolitan Savannah.
The City of Savannah is one of the largest general cargo ports, and a leading
foreign trade port, on the South Atlantic Coast. The principal executive
offices of the Company are located at 600 Bay Street, East, Savannah, Georgia
31401, and its telephone number is (912) 232-7171.
USE OF PROCEEDS
Except as may be otherwise described in a Prospectus Supplement, the proceeds
from the sale of the new First Mortgage Bonds and the new Preferred Stock will
be used in connection with the Company's ongoing construction program, to pay
scheduled maturities and/or refundings of its securities, to repay short-term
indebtedness to the extent outstanding and for other general corporate
purposes.
RECENT RESULTS OF OPERATIONS
For the twelve months ended January 31, 1994, "Operating Revenues", "Income
Before Interest Charges" and "Net Income After Dividends on Preferred Stock"
were $222,679,000, $36,072,000 and $22,702,000, respectively. In the opinion of
the management of the Company, the above amounts for the twelve months ended
January 31, 1994 reflect all adjustments (which were only normal recurring
adjustments) necessary to present fairly the results of operations for such
period. The "Ratio of Earnings to Fixed Charges" and the "Ratio of Earnings to
Fixed Charges Plus Preferred Dividend Requirements (Pre-Income Tax Basis)" for
the twelve months ended January 31, 1994 were 4.10 and 3.23, respectively.
DESCRIPTION OF NEW BONDS
The new First Mortgage Bonds may be issued and sold by the Company in one or
more series. In the following description, references to the "new Bonds" and
the "new Supplemental Indenture" (as hereinafter defined) are to new First
Mortgage Bonds of the particular series referred to in the Prospectus
Supplement and the new Supplemental Indenture pursuant to which such series is
issued.
General: The new Bonds will be issued as a new series of first mortgage bonds
under and secured by the Company's Indenture of Mortgage dated as of March 1,
1945, as supplemented and modified by indentures supplemental thereto,
including a supplemental indenture to be dated as of the first day of the
calendar month during which the new Bonds are issued (the "new Supplemental
4
<PAGE>
Indenture") creating the new Bonds (such Indenture of Mortgage as so
supplemented and modified being hereinafter called the "Mortgage"), between the
Company and NationsBank of Georgia, National Association (the "Trustee"). The
bonds of all series issued or which may be issued under the Mortgage are
hereinafter referred to as the "Bonds."
The statements herein concerning the new Bonds, the Bonds, the Mortgage and
the new Supplemental Indenture constitute only an outline of such instruments
and do not purport to be complete descriptions thereof. They are qualified in
their entirety by reference to the Mortgage for complete statements and for the
definitions of various terms. Copies of the instruments constituting the
Mortgage are filed or incorporated by reference as exhibits to the Registration
Statement of which this Prospectus is a part and reference is made thereto for
further information.
The new Bonds will mature on the date shown in their title set forth in the
Prospectus Supplement.
The new Bonds will be issuable only as fully registered bonds, without
coupons, in denominations of $1,000 or any multiple thereof or in such other
denominations as set forth in the Prospectus Supplement. Principal is payable
at the principal office of the Trustee in Atlanta, Georgia, and in New York,
New York, at the agency office of the Trustee, except that, in case of the
redemption as a whole at any time of the new Bonds, the Company may designate
in the redemption notice other offices or agencies at which, at the option of
the holders, new Bonds may be surrendered for redemption and payment. New Bonds
will be exchangeable for a like aggregate principal amount of new Bonds of
other authorized denominations, and will be transferable, at the principal
office of the Trustee in Atlanta, Georgia, or at the agency office of the
Trustee in New York, New York, without payment of any charge other than for any
stamp tax or other governmental charge incident thereto.
Except as otherwise may be indicated in the Prospectus Supplement, there are
no provisions of the Mortgage which are specifically intended to afford holders
of the new Bonds protection in the event of a highly leveraged transaction
involving the Company.
Interest Rate Provisions: The Prospectus Supplement will set forth the
interest rate provisions of the new Bonds, including the payment dates, the
record dates and the rate or rates, or the method of determining the rate or
rates (which may involve periodic interest rate settings through remarketing or
auction procedures or pursuant to one or more formulae, as described in the
Prospectus Supplement).
Redemption Provisions: The redemption provisions applicable to the new Bonds
will be described in the Prospectus Supplement.
Kind and Priority of Lien: In the opinion of general counsel for the Company,
the new Bonds will be secured equally and ratably with all other Bonds by a
valid and direct first mortgage on the Company's bondable public utility
property, and on its franchises and permits, except as stated below, and
subject only to permitted encumbrances and the prior lien of the Trustee for
compensation and expenses. The Mortgage permits the Company to acquire bondable
public utility property subject to certain prior liens. The Mortgage requires
that there shall be subjected to the lien thereof (except as to property of the
character expressly exempt and subject to certain limitations in cases of
mergers and consolidations) all property which the Company may hereafter
acquire.
There are excepted from the lien of the Mortgage: cash, accounts receivable,
fuel, automobiles, trucks, etc., and office equipment, contracts, other choses
in action, and securities, unless specifically mortgaged and pledged or
expressly required so to be; goods, merchandise and appliances held for sale;
materials and supplies; oil, coal and other minerals (except gas) underlying
mortgaged lands; and all other property which is not bondable public utility
property.
5
<PAGE>
Restrictions on Common Stock Dividends: So long as any of the Company's First
Mortgage Bonds, 6 3/8% Series due July 1, 2003, or 7.40% Series due July 1,
2023, are outstanding, cash dividends may not be paid or distributions be made
on common stock (except where an equal amount is concurrently repaid as a
capital contribution or as the purchase price of common stock) or common stock
be purchased in an aggregate amount which would exceed earned surplus
accumulated after June 30, 1993, plus earned surplus accumulated prior to July
1, 1993 in an amount not exceeding $35,000,000, plus such additional amount as
shall be authorized or approved by the SEC, or any successor commission, under
the Public Utility Holding Company Act of 1935, as amended. There are various
other dividend restrictions in the Mortgage which remain in effect so long as
bonds of other series are outstanding.
Any restrictions on dividends and distributions on common stock in the new
Supplemental Indenture will be set forth in the Prospectus Supplement.
See also "Description of New Stock--Restrictions on Junior Stock Dividends"
herein.
Improvement Fund: The Company covenants to pay to the Trustee each year, as
an improvement fund, cash (less certain credits) in an amount equal to the
minimum provision for depreciation (i.e., 2 1/2% of the book cost in the case
of the bondable electric public utility property and 2% in the case of other
depreciable bondable public utility property owned by the Company, or, after
the Bonds of all series created prior to November 1, 1988 cease to be
outstanding, 2% with respect to all such property). In lieu of cash, credit may
be taken for (i) Bonds or retired Bonds, or (ii) property additions, or (iii)
retired prior lien debt and expenditures for acquisition of or improvements to
bondable public utility property subject to prior liens, within specified
limitations, and cash deposited may later be withdrawn against any such credit
or may, at the election of the Company, be used to redeem Bonds of any series
at the special redemption price then applicable to such Bonds or to purchase
Bonds of any series at an amount not exceeding such price. The Company will
covenant in the new Supplemental Indenture that it will not, in any calendar
year, redeem new Bonds by application of cash in the improvement fund in a
principal amount which would exceed 1% of the initial aggregate principal
amount of the new Bonds.
Sinking Fund: Pursuant to the new Supplemental Indenture, the annual sinking
fund requirement applicable to the new Bonds, which must be satisfied on or
before June 1 in each year, will be equal to 1% of the aggregate principal
amount of new Bonds authenticated and delivered prior to the preceding January
1 (less new Bonds retired directly or indirectly as a result of the release of
property). The sinking fund requirement may be satisfied in cash, in principal
amount of Bonds or to the extent of 60% of unfunded available additions. Any
cash so deposited is to be used by the Trustee for the redemption (in the case
of the new Bonds, at the Special Redemption Price) or other retirement of Bonds
of such series as may be designated by the Company or may be withdrawn to the
extent of 60% of available additions and 100% of available Bond retirements.
The Company will covenant in the new Supplemental Indenture that it will not,
in any year prior to the fifth calendar year after the new Bonds are initially
issued, redeem new Bonds through the operation of the sinking fund provisions
in a principal amount which would exceed the sinking fund requirement
attributable to the new Bonds. The principal amount of new Bonds which may be
redeemed through the operation of the sinking fund provisions in any year
subsequent to the fourth calendar year after the new Bonds are initially issued
will not be so limited.
Maintenance and Properties: The Mortgage requires periodic inspections and
reports by an independent engineer as to maintenance and property retirements.
Issuance of Additional Bonds and Withdrawal of Cash Deposited Against such
Issuance: The principal amount of Bonds which may be issued under the Mortgage
is not limited. Bonds of any series may be issued from time to time on the
basis of (1) 60% of unfunded available additions; (2) deposit of cash; and (3)
retirement of Bonds. With certain exceptions in the case of (3) above, the
6
<PAGE>
issuance of Bonds is subject to net earnings available for interest for 12
consecutive months out of the preceding 15 months having been at least 2 1/2
times the annual interest requirements on all Bonds and all prior lien debt to
be outstanding. Cash deposited with the Trustee pursuant to (2) above may be
withdrawn to the extent of 60% of available additions and 100% of available
Bond retirements.
Release and Substitution of Property: Property subject to the lien of the
Mortgage may (subject to exceptions and limitations contained therein) be
released only upon the substitution of cash (or in lieu thereof available Bond
retirements) or certain other property.
Modification of Mortgage and Waiver of Default: The Mortgage currently
provides that, with the consent of 75% of the Bonds, including not less than
60% of each series affected, the Company and the Trustee may modify the rights
of the bondholders. In general, no modification of the terms of payment of
principal, premium or interest and no modification permitting additional prior
or parity liens or reducing the percentage required for modification is
effective against any bondholder without such bondholder's consent. Uncured
defaults (except in payment of principal, premium or interest) may be waived by
75% of the Bonds (including 60% of the Bonds of each series affected).
After the Bonds of all series created prior to November 1, 1988 cease to be
outstanding, the Mortgage may be modified with the consent of a majority of the
Bonds which would be affected by the action proposed to be taken and uncured
defaults may be waived by a majority of the Bonds.
The Ninth Supplemental Indenture to the Mortgage provides for the
modification of the net earnings that must be available for interest for the
issuance by the Company of additional first mortgage bonds by requiring that
the net earnings available for interest for 12 months out of the preceding 15
months must have been 2 times (rather than 2 1/2 times) the annual interest
requirements on all first mortgage bonds to be outstanding. The Ninth
Supplemental Indenture provides that such modification shall become effective
without the consent of the holders of any series of the Company's first
mortgage bonds created after the date of such Ninth Supplemental Indenture
(including the new Bonds) either when all first mortgage bonds issued prior to
such Ninth Supplemental Indenture shall cease to be outstanding or when the
holders of not less than 75% in principal amount of such outstanding first
mortgage bonds, including the consent of the holders of not less than 60% in
principal amount of each series of such outstanding first mortgage bonds, shall
consent to such modification.
Concerning the Trustee: In the normal course of its business the Company
utilizes many of the banking services offered by the Trustee including such
services as the making of short-term loans and acting as depositary and trustee
for the Company's pension plan.
A majority of the Bonds is necessary to require the Trustee to exercise any
remedy under the Mortgage; the Trustee is entitled to receive reasonable
indemnity and under certain circumstances is not required to act.
Defaults: A default is currently defined as (a) failure to pay principal or
premium when due, (b) failure to pay interest for 30 days after becoming due
with respect to the Bonds of the 4 5/8% Series due April 1, 1994, or failure to
pay interest for 60 days with respect to subsequent series of Bonds, (c)
failure to satisfy sinking, improvement or any analogous fund payments for 60
days after becoming due with respect to the Bonds of the 4 5/8% Series due
April 1, 1994, or failure to satisfy the sinking fund requirement for 90 days
with respect to subsequent series of Bonds, (d) failure to observe covenants,
conditions or agreements as to sale of part or all of the trust estate, or to
merge, consolidate, or lease the trust estate otherwise than in accordance with
Mortgage provisions, (e) failure for 60 days after notice to observe other
covenants or conditions (including the payment of, and the compliance with the
covenants, conditions and obligations with respect to, all other indebtedness
of the Company), (f) entry of an order for reorganization or appointment of a
trustee or receiver and continuance of such order or appointment unstayed for
60 days, (g) certain
7
<PAGE>
adjudications, petitions or consents in bankruptcy, insolvency or
reorganization proceedings, and (h) rendering of a judgment in excess of
$100,000 for payment of moneys and its continuance unsatisfied or unstayed for
60 days.
After the Bonds of all series created prior to November 1, 1988 cease to be
outstanding, a default will be defined as (a) failure to pay principal or
premium when due, (b) failure to pay interest for 60 days after becoming due,
(c) failure to satisfy sinking, improvement or any analogous fund payments for
90 days after becoming due, (d) failure to observe covenants, conditions or
agreements as to sale of part or all of the trust estate, or to merge,
consolidate, or lease the trust estate otherwise than in accordance with
Mortgage provisions, (e) failure for 90 days after notice to observe other
covenants or conditions, (f) entry of an order for reorganization or
appointment of a trustee or receiver and continuance of such order or
appointment unstayed for 60 days, and (g) certain adjudications, petitions or
consents in bankruptcy, insolvency or reorganization proceedings.
The Mortgage requires the filing with the Trustee of an annual officers'
certificate as to the absence of defaults.
DESCRIPTION OF NEW STOCK
The new Preferred Stock may be issued and sold by the Company in one or more
classes (constituting series of Preferred Stock). In the following description,
references to the "new Stock" are to new Preferred Stock of the particular
series referred to in the Prospectus Supplement.
General: The new Stock is to be created by amendment to the Charter of the
Company. The statements herein concerning the new Stock constitute only an
outline and do not purport to be complete descriptions thereof. They are
qualified in their entirety by reference to the Charter and amendments thereto
for complete statements and for the definition of various terms. Copies of the
instruments constituting the Charter are filed or incorporated by reference as
exhibits to the Registration Statement of which this Prospectus is a part and
reference is made thereto for further information. The shares of preferred
stock of all series issued or which may be issued under the Charter are herein
referred to as "Preferred Stock."
The new Stock constitutes a series of an authorized class of 2,200,000 shares
of Preferred Stock of such par value per share (up to $100 per share) as shall
be fixed by resolution duly adopted at a meeting of the stockholders of the
Company prior to the issue and sale thereof. At December 31, 1993, there were
outstanding 1,400,000 shares of such class with a par value of $25 per share.
The Company's Charter also authorizes 125,000 shares of Preferred Stock of the
par value of $100 per share, of which no shares were outstanding at December
31, 1993. All such Preferred Stock ranks on a parity with respect to dividends
and amounts payable upon liquidation, dissolution or winding up of the Company.
The new Stock will be transferable at the office of Southern Company
Services, Inc., 64 Perimeter Center East, Atlanta, Georgia 30346. Southern
Company Services, Inc. will also act as registrar for the new Stock.
Any proposed listing of the new Stock on a securities exchange will be
described in the Prospectus Supplement.
Dividend Rights: The holders of the Preferred Stock of each class are
entitled to receive, when and as declared by the Board of Directors, dividends
at the rate per annum determined for the respective class, before any dividends
may be declared or paid on the shares of any Junior Stock (as defined in the
Charter). The Prospectus Supplement will set forth the dividend rate provisions
of the new Stock, including the payment dates and the rate or rates, or the
method of determining the rate or rates (which may involve periodic dividend
rate settings through remarketing or auction procedures or pursuant to one or
more formulae, as described in the Prospectus Supplement). Dividends payable on
the new Stock will be cumulative from the date of original issue.
Restrictions on Junior Stock Dividends: The Company's Charter limits cash
dividends on Junior Stock to 50% of net income available for such stock during
a prior period of 12 months if the
8
<PAGE>
ratio of junior stock equity to total capitalization, including surplus,
adjusted to reflect the payment of the proposed dividend, is below 20%, and to
75% of such net income if such ratio is 20% or more but less than 25%.
The Charter of the Company also provides that the Company shall not declare
or pay any dividends on any shares of Junior Stock, other than dividends
payable in shares of Junior Stock, or make any other distribution on any shares
of Junior Stock or make any expenditures for the purchase, redemption or other
retirement for a consideration of shares of Junior Stock (other than in
exchange for or from the proceeds of the sale of other Junior Stock and other
than Junior Stock required to be redeemed or retired for any sinking or
purchase fund for any class of Junior Stock), except from net income of the
Company available for dividends on Junior Stock (as defined) accumulated
subsequent to December 31, 1952, or if, after giving effect thereto, the
aggregate capital of the Company applicable to all Junior Stock outstanding
plus the earned surplus and capital surplus of the Company, plus premiums on
capital stock of all classes, would be less than the aggregate amount payable
upon involuntary liquidation, dissolution or winding up of the Company in
respect of all shares of Preferred Stock then outstanding.
See also "Description of New Bonds--Restrictions on Common Stock Dividends"
herein.
Redemption Provisions: The redemption provisions applicable to the new Stock
will be described in the Prospectus Supplement.
While dividends are in arrears or while any sinking fund default exists on a
particular series, no Preferred Stock may be redeemed or purchased unless, in
the case of redemptions, all of the outstanding Preferred Stock (or all
Preferred Stock of such series as to which a sinking fund default exists) shall
be redeemed or, in the case of purchases, an offer to purchase on a comparable
basis shall be made to all holders of Preferred Stock (or all holders of
Preferred Stock of such series as to which a sinking fund default exists).
Voting Rights: Except as hereinafter set forth or when some mandatory
provision of law shall be controlling, the holders of the new Stock will have
no voting power.
Holders of Preferred Stock are entitled to vote on certain matters relating
to (1) authorization of stock, other than Preferred Stock, ranking prior to or
on a parity with the Preferred Stock, or any security convertible into shares
of stock of such kind; (2) change of the express terms of any series of
Preferred Stock in a manner prejudicial to the holders; (3) issuance of
additional shares of Preferred Stock unless, for any twelve-month period within
the preceding fifteen months, net earnings applicable to the payment of
dividends on the Preferred Stock and net earnings applicable to payment of
interest charges on indebtedness shall have been, respectively, at least 2 1/2%
times the dividend requirements upon the entire amount of Preferred Stock then
to be outstanding, and at least 1 1/2% times the aggregate of such dividend
requirements and interest charges for such period on the entire amount of
indebtedness then to be outstanding; (4) issuance of additional Preferred
Stock, unless the capital of the Company represented by its common stock
together with its surplus shall in the aggregate be at least equal to the
involuntary liquidation value of the Preferred Stock then to be outstanding;
(5) issuance, creation or assumption of securities representing unsecured
indebtedness (other than to refund or renew outstanding unsecured indebtedness
or to retire Preferred Stock) if the total of all unsecured securities would
exceed 20% of the aggregate of the Company's outstanding secured indebtedness,
capital and surplus, or if the total of all unsecured securities with
maturities of less than ten years would exceed 10% of such aggregate; and (6)
merger or consolidation with or into any corporation or sale or other
disposition of all or substantially all of the Company's assets unless ordered
or approved by the SEC under the Public Utility Holding Company Act of 1935, as
9
<PAGE>
amended. With respect to (1), (2), (3) and (4) above, the consent or
affirmative vote of at least two-thirds of the outstanding Preferred Stock (or
of the affected series in the case of a change prejudicial to less than all
series) is required; and with respect to (5) and (6), the consent or
affirmative vote of a majority of the outstanding Preferred Stock is required.
However, no consent of the holders of any series of Preferred Stock as
described in this paragraph shall be required if provision is made for the
redemption of all shares of such series, or provision is made that the proposed
action will not be effective unless provision is made for the purchase,
redemption or other retirement of all shares of such series.
If and when dividends on the Preferred Stock shall be in default in an amount
equal to four full quarterly dividends, and until all dividends then in default
shall have been paid, the holders of Preferred Stock, voting as a class, are
entitled to elect the smallest number of directors necessary to constitute a
majority of the full Board of Directors.
If there are outstanding classes of Preferred Stock having different par
values per share, the class having the highest par value will be entitled to
one vote per share and each share of each class having a lower par value will
be entitled to a fractional vote in the same proportion as its par value bears
to the highest par value.
Liquidation Rights: In the event of any liquidation, dissolution or winding
up of the Company, whether voluntary or involuntary, the holders of each class
of Preferred Stock shall be entitled to receive, for each share thereof, the
par value thereof, plus, in a voluntary liquidation, dissolution or winding up,
an amount per share equal to the then current optional redemption premium,
together in each case with accrued dividends, before any distribution of assets
may be made to the holders of any Junior Stock.
Sinking Fund: The terms and conditions of a sinking or purchase fund, if any,
for the benefit of the holders of the new Stock will be set forth in the
Prospectus Supplement.
Other Rights: The holders of the new Stock do not have any pre-emptive or
conversion rights. The new Stock will not be subject to further calls or to
assessment by the Company.
LEGAL OPINIONS AND EXPERTS
Bouhan, Williams & Levy, Savannah, Georgia, general counsel for the Company,
and Troutman Sanders, Atlanta, Georgia, counsel for the Company, will render
opinions as to the legality of the new First Mortgage Bonds and the new
Preferred Stock. Reid & Priest, New York, New York, will act as counsel for the
underwriters or purchasers and will render an opinion to them as to the
legality of the new First Mortgage Bonds and the new Preferred Stock. Reid &
Priest will rely on the opinions of Bouhan, Williams & Levy and Troutman
Sanders as to matters of Georgia law.
The financial statements filed with the Company's Current Report on Form 8-K
dated February 16, 1994, incorporated by reference in this Prospectus, have
been audited by Arthur Andersen & Co., independent public accountants, as
indicated in their report with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said report.
Bouhan, Williams & Levy have reviewed the statements as to matters of law and
legal conclusions relating to the Company under "Item 1 -- Business --
Competition", "Item 1 -- Business -- Regulation" and relating to titles of
property of the Company under "Item 2 -- Properties -- Titles to Property" in
the Company's Annual Report on Form 10-K for the year ended December 31, 1992,
incorporated by reference in this Prospectus, and such statements are
incorporated herein in reliance upon their authority as experts. George W.
Williams, a Director Emeritus of the Company, is of counsel to the firm of
Bouhan, Williams & Levy, and he and other members of such firm own an aggregate
of 19,084 shares of common stock of The Southern Company.
10
<PAGE>
PLAN OF DISTRIBUTION
The Company may sell the new First Mortgage Bonds and the new Preferred Stock
in one or more transactions. Purchasers of the new First Mortgage Bonds and the
new Preferred Stock from the Company may include underwriters, dealers or
purchasers acting for themselves. A Prospectus Supplement will set forth the
purchase price of the new First Mortgage Bonds and the new Preferred Stock with
respect to which an agreement of sale has been entered into by the Company, the
proceeds to the Company from such sale, and the terms of any re-offering,
including the names of any underwriters, any underwriting discounts and other
items consisting of underwriters' compensation, any fixed public offering price
and any discounts or concessions allowed or reallowed or paid to dealers. Any
fixed public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
If underwriters are involved in the sale, new First Mortgage Bonds or new
Preferred Stock 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. Unless otherwise set forth in a Prospectus
Supplement, the obligations of the underwriters to purchase new First Mortgage
Bonds or new Preferred Stock will be subject to certain conditions precedent,
and the underwriters will be obligated to purchase all such new First Mortgage
Bonds or new Preferred Stock if any are purchased.
New First Mortgage Bonds and new Preferred Stock may be sold directly by the
Company or through agents designated by the Company from time to time. A
Prospectus Supplement will set forth the name of any agent involved in any such
offer or sale, as well as any commissions payable by the Company to such agent.
Unless otherwise indicated in the Prospectus Supplement, any such agent will be
acting on a best efforts basis for the period of its appointment.
The Prospectus Supplement will set forth the name or names and terms of
appointment of any remarketing agent or agents or any auction agent or agents
which may be appointed by the Company in connection with any remarketing
procedures or auction procedures, as the case may be, that may be applicable as
described in the Prospectus Supplement.
The Company may agree to indemnify underwriters and purchasers of the new
First Mortgage Bonds and the new Preferred Stock, and any agents designated by
the Company as aforesaid, against certain civil liabilities, including
liabilities under the Securities Act of 1933, as amended.
Underwriters or purchasers of the new Preferred Stock may include one or more
of the following: Robert W. Baird & Co. Incorporated; Bear, Stearns & Co. Inc.;
J.C. Bradford & Co.; Alex. Brown & Sons Incorporated; Chase Securities Inc.;
Chemical Securities, Inc.; Citicorp Securities Inc.; Dain Bosworth
Incorporated; Daiwa Securities America Inc.; Dillon, Read & Co. Inc.;
Donaldson, Lufkin & Jenrette Securities Corporation; A.G. Edwards & Sons, Inc.;
CS First Boston Corporation; Goldman, Sachs & Co.; Interstate/Johnson Lane
Corporation; Raymond James and Associates, Inc.; Edward D. Jones & Co.; Kemper
Securities Group, Inc.; Kidder, Peabody & Co. Incorporated; W.R. Lazard; Legg
Mason Wood Walker Incorporated; Lehman Brothers Inc.; Merrill Lynch, Pierce,
Fenner & Smith Incorporated; Morgan Keegan & Company, Inc.; J.P. Morgan
Securities Inc.; Morgan Stanley & Co. Incorporated; Nomura Securities
International, Inc.; PaineWebber Incorporated; Prudential Securities
Incorporated; Pryor, McClendon, Counts & Co., Inc.; Rauscher Pierce Refsnes,
Inc.; The Robinson-Humphrey Company, Inc.; L.F. Rothschild and Co.
Incorporated; Salomon Brothers Inc; Smith Barney Shearson Inc.; Swiss Bank
Corporation International Securities Inc.; Thomson McKinnon Securities Inc.;
Tucker Anthony Incorporated; UBS Securities Inc.; Wertheim Schroder & Co.
Incorporated; and Dean Witter Reynolds Inc.
11
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses of issuance and distribution to be borne by the
Company are as follows:
<TABLE>
<CAPTION>
FIRST MORTGAGE 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....................... $ 20,690 $ -- $ -- $ --
Charges of Trustee (including
counsel)........................ 15,000 15,000 -- --
Charges of transfer agent and
registrar....................... -- -- 5,000 5,000
Cost of definitive bond and stock
certificates.................... 5,000 5,000 5,000 5,000
*Listing fee of New York Stock
Exchange........................ -- -- -- --
Printing and preparation of reg-
istration
statement, prospectus, etc. .... 30,000 18,000 20,000 15,000
Rating fees --
Moody's Investors Service,
Inc. ......................... 15,000 15,000 15,000 15,000
Standard & Poor's Corporation.. 7,500 7,500 7,500 7,500
Services of Southern Company
Services, Inc. ................. 20,000 10,000 20,000 10,000
Fees of counsel --
Bouhan, Williams & Levy........ 32,500 17,500 32,500 17,500
Troutman Sanders............... 25,000 15,000 25,000 15,000
Fees of accountants --
Arthur Andersen & Co. ......... 27,000 20,000 27,000 20,000
Miscellaneous, including tele-
phone charges
and traveling expenses.......... 2,310 2,000 3,000 2,000
---------- ---------- -------- --------
Total........................ $ 200,000 $ 125,000 $160,000 $112,000
========== ========== ======== ========
</TABLE>
- --------
* The Prospectus Supplement will reflect actual filing fees and listing fees
(if any) based upon the amount of the related offering.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 46-8-51 of Title 46 of the Official Code of Georgia Annotated gives a
corporation chartered under that Title power to indemnify any person who was or
is a party, or is threatened to be made a party, to any threatened, pending, or
completed action or proceeding, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that he is or was a director, officer, employee, or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, or other enterprise, such indemnification to be made against
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action or proceeding, provided that he acted in a manner he believed in good
faith to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The same Section also gives a corporation
power to indemnify any person who was or is a party, or is threatened to be
made a party, to any threatened, pending or completed civil action by or in the
right of the corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise, such indemnification to be made
against expenses, including
II-1
<PAGE>
attorneys' fees, actually and reasonably incurred by him in connection with the
defense or settlement of such action, provided that he acted in a manner he
believed in good faith to be in or not opposed to the best interests of the
corporation; provided, further, that no indemnification shall be made in
respect of any claim, issue, or matter as to which such person shall have been
adjudged to be liable to the corporation, unless and only to the extent that
the court in which such action was brought determines upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper. Also, the Section states that, to the
extent that a director, officer, employee, or agent of such corporation has
been successful on the merits or otherwise in defense of any action or
proceeding, or in defense of any claim, issue, or matter therein, he shall be
indemnified against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection therewith.
Article XXXI of the By-laws of the Company provides in pertinent part as
follows:
Each person who is or was a director or officer of the Corporation or is
or was an employee of the Corporation holding one or more positions of
management through and inclusive of department managers (but not positions
below the level of department managers) (such positions being hereinafter
referred to as "Management Positions") and who was or is a party or was or
is threatened to be made a party to any threatened, pending or completed
claim, action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was a director or
officer of the Corporation or is or was an employee of the Corporation
holding one or more Management Positions, or is or was serving at the
request of the Corporation as a director, officer, employee, agent or
trustee of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, shall be indemnified by the Corporation
as a matter of right against any and all expenses (including attorneys'
fees) actually and reasonably incurred by him and against any and all
claims, judgments, fines, penalties, liabilities and amounts paid in
settlement actually incurred by him in defense of such claim, action, suit
or proceeding, including appeals, to the full extent permitted by
applicable law. The indemnification provided by this Article shall inure to
the benefit of the heirs, executors and administrators of such persons.
Expenses (including attorneys' fees) incurred by a director or officer of
the Corporation or employee of the Corporation holding one or more
Management Positions with respect to the defense of any such claim, action,
suit or proceeding may be advanced by the Corporation prior to the final
disposition of such claim, action, suit or proceeding, as authorized by the
Board of Directors in the specific case, upon receipt of an undertaking by
or on behalf of such person to repay such amount unless it shall ultimately
be determined that such person is entitled to be indemnified by the
Corporation under this Article or otherwise; provided, however, that the
advancement of such expenses shall not be deemed to be indemnification
unless and until it shall ultimately be determined that such person is
entitled to be indemnified by the Corporation.
The Corporation may purchase and maintain insurance at the expense of the
Corporation on behalf of any person who is or was a director, officer,
employee, or agent of the Corporation, or any person who is or was serving
at the request of the Corporation as a director (or the equivalent),
officer, employee, agent or trustee of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, against
any liability or expense (including attorneys' fees) asserted against him
and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability or expense under this Article or otherwise.
Without limiting the generality of the foregoing provisions, no present
or future director or officer of the Corporation, or his heirs, executors,
or administrators, shall be liable for any act, omission, step, or conduct
taken or had in good faith, which is required, authorized, or approved by
any order or orders issued pursuant to the Public Utility Holding Company
Act of 1935, the
II-2
<PAGE>
Federal Power Act, or any federal or state statute or municipal ordinance
regulating the Company or its parent by reason of their being holding or
investment companies, public utility companies, public utility holding
companies, or subsidiaries of public utility holding companies. In any
action, suit, or proceeding based on any act, omission, step, or conduct,
as in this paragraph described, the provisions hereof shall be brought to
the attention of the court. In the event that the foregoing provisions of
this paragraph are found by the court not to constitute a valid defense on
the grounds of not being applicable to the particular class of plaintiff,
each such director and officer, and his heirs, executors, and
administrators, shall be reimbursed for, or indemnified against, all
expenses and liabilities incurred by him or imposed on him, in connection
with, or arising out of, any such action, suit, or proceeding based on any
act, omission, step, or conduct taken or had in good faith as in this
paragraph described. Such expenses and liabilities shall include, but shall
not be limited to, judgments, court costs, and attorneys' fees.
The foregoing rights shall not be exclusive of any other rights to which
any such director or officer or employee may otherwise be entitled and
shall be available whether or not the director or officer or employee
continues to be a director or officer or employee at the time of incurring
any such expenses and liabilities.
The Company has an insurance policy covering its liabilities and expenses
which might arise in connection with its lawful indemnification of its
directors and officers for certain of their liabilities and expenses and also
covering its officers and directors against certain other liabilities and
expenses.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<C> <S>
*1 --Underwriting Agreement.
4(a)-(1) --Indenture of Mortgage dated as of March 1, 1945, between the
Company and NationsBank of Georgia, National Association, as
Trustee, and indentures supplemental thereto through July 1, 1993.
(Designated in Registration Nos. 33-25183 as Exhibit 4(a)-(1), 33-
41496 as Exhibit 4(a)-(2), 33-45757 as Exhibit 4(a)-(2), in Form
10-K for the year ended December 31, 1991, File No. 1-5072, as
Exhibit 4(b), in Form 8-K dated July 8, 1992, File No. 1-5072, as
Exhibit 4(a)-3, in Registration No. 33-50587 as Exhibit 4(a)-(2)
and in Form 8-K dated July 22, 1993, File No. 1-5072, as Exhibit
4.)
*4(a)-(2) --New Supplemental Indenture between the Company and NationsBank of
Georgia, National Association, as Trustee.
4(b)-(1) --Charter of the Company and amendments thereto through November 10,
1993. (Designated in Registration Nos. 33-25183 as Exhibit 4(b)-
(1), 33-45757 as Exhibit 4(b)-(2) and in Form 8-K dated November 9,
1993, File No. 1-5072, as Exhibit 4(b).)
*4(b)-(2) --Petition of the Company for amendment to its Charter relating to
the new Stock.
*4(b)-(3) --Amendment to Charter of the Company relating to the new Stock.
5 --Opinion of Bouhan, Williams & Levy.
12(a) --Computation of ratio of earnings to fixed charges.
12(b) --Computation of ratio of earnings to fixed charges plus preferred
stock dividend requirements.
23(a) --The consent of Bouhan, Williams & Levy is contained in Exhibit 5
to this registration statement.
23(b) --Consent of Arthur Andersen & Co.
24 --Powers of Attorney and resolution.
25 --Statement on Form T-1 of NationsBank of Georgia, National
Association, as Trustee.
</TABLE>
Exhibits listed above which have heretofore been filed with the Securities
and Exchange Commission, and which were designated as noted above, are hereby
incorporated herein by reference and made a part hereof with the same effect as
if filed herewith.
- --------
* To be subsequently filed or incorporated by reference.
II-3
<PAGE>
ITEM 17. UNDERTAKINGS.
(a) Undertaking related to Rule 415 offering:
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) Undertaking related to filings incorporating subsequent Securities
Exchange Act of 1934 documents by reference:
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Undertaking related to acceleration of effectiveness:
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ATLANTA, STATE OF GEORGIA, ON THE 4TH DAY OF MARCH,
1994.
SAVANNAH ELECTRIC AND POWER COMPANY
By Arthur M. Gignilliat, Jr.
-----------------------------------
President
By Wayne Boston
-----------------------------------
(WAYNE BOSTON, ATTORNEY-IN-FACT)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
SIGNATURE TITLE DATE
--------- ----- ----
Arthur M. Gignilliat, Jr. President and Director
(Principal Executive
Officer)
Kirby R. Willis Vice President,
Treasurer and Chief
Financial Officer
(Principal Financial
and Accounting
Officer)
Helen Q. Artley
Paul J. DeNicola
Brian R. Foster
Walter D. Gnann Directors
John M. McIntosh
Robert B. Miller, III
James M. Piette
Arnold M. Tenenbaum
Frederick F. Williams, Jr.
By Wayne Boston March 4, 1994
-----------------------------------
(WAYNE BOSTON, ATTORNEY-IN-FACT)
II-5
Exhibit 5
BOUHAN, WILLIAMS & LEVY
P.O. BOX 2139
SAVANNAH, GEORGIA 31498-1001
(912) 236-2491
March 4, 1994
Savannah Electric and Power Company
600 Bay Street East
Savannah, Georgia 31401
Re: Registration Statement on Form S-3
Dear Sirs:
We have examined the Registration Statement on Form S-3 and
related prospectus proposed to be filed by Savannah Electric and
Power Company (the "Company") with the Securities and Exchange
Commission under the Securities Act of 1933 to effect the
registration of an aggregate of $60,000,000 of (a) First Mortgage
Bonds (the "new Bonds") and (b) Preferred Stock, with a par value
of up to $100 per share (the "new Stock"), proposed to be created
by amendment or amendments to the Charter of the Company. The
new Bonds are proposed to be issued in one or more series under
the Indenture dated as of March 1, 1945, between the Company and
NationsBank of Georgia, National Association, as Trustee, as
heretofore supplemented and modified and as to be further
supplemented by one or more supplemental indentures to be dated
as of the first day of the month during which said new Bonds are
issued (the "new Supplemental Indenture") (said Indenture, as so
supplemented and modified, being hereinafter called the
"Mortgage"). We are also familiar with all proceedings relating
to the issuance and sale of the new Bonds and new Stock.
We are of the opinion that, upon compliance with (i) the
applicable provisions of the Securities Act of 1933, (ii) the
Trust Indenture Act of 1939 (in the case of the new Bonds), (iii)
the Public Utility Holding Company Act of 1935, (iv) applicable
securities or blue sky laws of various jurisdictions; upon the
adoption of appropriate resolutions by the Board of Directors of
the Company, and when the new Bonds and new Stock have been
issued and sold upon the terms specified in an appropriate order
of the Georgia Public Service Commission:
1. Upon the due execution and delivery of the new
Supplemental Indenture by the proper officers of the Company and
the Trustee, and the execution, authentication and delivery of
the new Bonds in accordance with the terms of the Mortgage and
<PAGE>
Savannah Electric and Power Company March 4, 1994 Page 2.
the new Supplemental Indenture, the new Bonds will be the valid,
binding and legal obligations of the Company and the holders and
owners thereof will be entitled to all the rights and security
afforded by the Mortgage and the new Bonds will rank equally as
to security with the bonds of other series presently outstanding
under the Mortgage, which is, in our opinion, a direct first lien
upon substantially all the Company's fixed property and
franchises, used or useful in its public utility business,
subject only to permitted and excepted encumbrances, as defined
in the Mortgage.
2. Upon the granting by the Secretary of State of the State
of Georgia of an appropriate amendment or amendments to the
Charter of the Company creating the new Stock, and when
certificates for the new Stock have been executed, countersigned
and registered in accordance with such resolutions of the Board
of Directors and the By-laws of the Company, the shares of new
Stock will be legally issued, fully paid and nonassessable shares
of the Company and the holders and owners thereof will be
entitled to all rights and preferences set forth in the Charter
of the Company, as amended.
We also advise you that we have reviewed the statements under the
captions in the Company's Annual Report on Form 10-K for the year
ended December 31, 1992, as are indicated under the caption
"Legal Opinions and Experts" in such prospectus as to matters of
law and legal conclusions and, in our opinion, such statements
are correct.
We hereby consent to the filing of this opinion as an exhibit to
the aforementioned Registration Statement and to the statements
with respect to our firm under the caption "Legal Opinions and
Experts" in the prospectus included therein.
Yours very truly,
/s/Bouhan, Williams & Levy
<PAGE>
<TABLE>
SAVANNAH ELECTRIC AND POWER COMPANY Exhibit 12(a)
3/4/94
Computation of ratio of earnings to fixed charges for the
five years ended December 31, 1993
and the twelve months ended January 31, 1994
<CAPTION>
Twelve
Months
Ended
Year ended December 31, Jan. 31,
1989 1990 1991 1992 1993 1994
---------------------Thousands of Dollars------------------
<S> <C> <C> <C> <C> <C> <C>
EARNINGS AS DEFINED IN ITEM 503 OF REGULATION S-K:
Income Before Interest Charges $42,119 $41,153 $38,243 $33,901 $34,677 $36,072
Federal and state income taxes 13,903 14,642 13,872 7,861 13,712 13,878
Deferred income taxes, net 3,476 2,782 1,601 5,947 607 1,172
Deferred investment tax credits - - - - - -
AFUDC - Debt funds 112 194 103 289 699 832
Rentals 993 867 805 818 831 825
Earnings as defined $60,603 $59,638 $54,624 $48,816 $50,526 $52,779
FIXED CHARGES AS DEFINED IN ITEM 503 OF REGULATION S-K:
Interest on long-term debt $12,287 $12,052 $11,486 $10,870 $10,696 $10,940
Interest on notes payable 402 116 25 15 240 227
Amort of debt discount, premium and expense, net 274 241 380 427 535 538
Other interest charges 1,313 665 525 466 340 356
Rentals 993 867 805 818 831 825
Fixed charges as defined $15,269 $13,941 $13,221 $12,596 $12,642 $12,886
RATIO OF EARNINGS TO FIXED CHARGES 3.97 4.28 4.13 3.88 4.00 4.10
</TABLE>
<TABLE>
SAVANNAH ELECTRIC AND POWER COMPANY Exhibit 12(b)
3/4/94
Computation of ratio of earnings to fixed charges plus preferred
dividend requirements for the five years ended December 31, 1993
and the twelve months ended January 31, 1994
<CAPTION>
Twelve
Months
Ended
Year ended December 31, Jan. 31,
1989 1990 1991 1992 1993 1994
-------------------Thousands of Dollars------------------
<S> <C> <C> <C> <C> <C> <C>
EARNINGS AS DEFINED IN ITEM 503 OF REGULATION S-K:
Income Before Interest Charges $42,119 $41,153 $38,243 $33,901 $34,677 $36,072
Federal and state income taxes 13,903 14,642 13,872 7,861 13,712 13,878
Deferred income taxes, net 3,476 2,782 1,601 5,947 607 1,172
Deferred investment tax credits - - - - - -
AFUDC - Debt funds 112 194 103 289 699 832
Rentals 993 867 805 818 831 825
Earnings as defined $60,603 $59,638 $54,624 $48,816 $50,526 $52,779
FIXED CHARGES AS DEFINED IN ITEM 503 OF REGULATION S-K:
Interest on long-term debt $12,287 $12,052 $11,486 $10,870 $10,696 $10,940
Interest on notes payable 402 116 25 15 240 227
Amort of debt discount, premium and expense, net 274 241 380 427 535 538
Other interest charges 1,313 665 525 466 340 356
Rentals 993 867 805 818 831 825
Fixed charges as defined 15,269 13,941 13,221 12,596 12,642 12,886
Preferred dividends 2,420 2,019 1,900 1,900 2,106 2,141
Ratio of net income before taxes to net income x 1.622 x 1.616 x 1.597 x 1.616 x 1.608 x 1.606
Preferred dividend requirements before income taxes 3,925 3,263 3,034 3,070 3,386 3,438
Fixed charges plus preferred dividend requirements $19,194 $17,204 $16,255 $15,666 $16,028 $16,324
RATIO OF EARNINGS TO FIXED CHARGES PLUS
PREFERRED DIVIDEND REQUIREMENTS 3.16 3.47 3.36 3.12 3.15 3.23
</TABLE>
EXHIBIT 23(b)
ARTHUR ANDERSEN & CO.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form
S-3 (relating to the sale of Savannah Electric and Power Company
First Mortgage Bonds and Preferred Stock) of our reports dated
February 12, 1993 and February 16, 1994 on the financial
statements and schedules of Savannah Electric and Power Company
and to all references to our Firm included in this registration
statement.
/s/Arthur Andersen & Co.
Atlanta, Georgia
March 1, 1994
<PAGE>
Exhibit 24
February 16, 1994
W. L. Westbrook, John F. Young and Wayne Boston
Dear Sirs:
Savannah Electric and Power Company proposes to file with the
Securities and Exchange Commission a registration statement on
Form S-3 under the Securities Act of 1933 with respect to the
issuance and sale by the Company of up to $65,000,000 of
additional first mortgage bonds and preferred stock.
Savannah Electric and Power Company and the undersigned directors
and officers of said Company, individually as a director and/or
as an officer of the Company, hereby make, constitute and appoint
W. L. Westbrook, John F. Young and Wayne Boston our true and
lawful Attorneys for each of us and in each of our names, places
and steads to sign and cause to be filed with the Securities and
Exchange Commission in connection with the foregoing said
registration statement and appropriate amendment or amendments
(including post-effective amendments) thereto, to be accompanied
by a prospectus and any appropriately amended or supplemented
prospectus and any necessary exhibits.
Savannah Electric and Power Company hereby authorizes all or any
one of the above to execute said registration statement and any
amendments (including post-effective amendments) thereto on its
behalf as attorneys-in-fact for it and its authorized officers,
and to file the same as aforesaid.
The undersigned directors and officers of Savannah Electric and
Power Company hereby authorize all or any one of the above to
sign said registration statement as attorneys-in-fact on behalf
of said directors and officers and to amend, or remedy any
deficiencies with respect to, said registration statement by
appropriate amendment or amendments (including post-effective
amendments) and to file the same as aforesaid.
Yours very truly,
SAVANNAH ELECTRIC AND POWER COMPANY
By: /s/Arthur M. Gignilliat, Jr.
Arthur M. Gignilliat, Jr.
President and
Chief Executive Officer
<PAGE>
- 2 -
/s/Helen Q. Artley /s/Robert B. Miller, III
/s/Paul J. DeNicola /s/James M. Piette
/s/Brian R. Foster /s/Arnold M. Tenenbaum
/s/Arthur M. Gignilliat, Jr. /s/Frederick F. Williams, Jr.
/s/Walter D. Gnann /s/K. R. Willis
/s/John M. McIntosh
<PAGE>
Extract from minutes of meeting of the board of directors of
Savannah Electric and Power Company.
- - - - - - - - - -
RESOLVED: That for the purpose of signing a
registration statement or statements under the Securities
Act of 1933 to be filed with the Securities and Exchange
Commission with respect to the issuance and sale by the
Company of an aggregate of up to $100,000,000 First Mortgage
Bonds and Preferred Stock from time to time; and of
remedying any deficiencies with respect thereto by
appropriate amendment or amendments (both before and after
such statements become effective), this Company, the members
of its Board of Directors, and its officers, are authorized
to give their several powers of attorney to W. L. Westbrook,
John F. Young and Wayne Boston.
- - - - - - - - - -
The undersigned officer of Savannah Electric and Power
Company does hereby certify that the foregoing is a true and
correct copy of a resolution duly and regularly adopted at a
meeting of the board of directors of Savannah Electric and Power
Company, duly held on November 18, 1993, at which a quorum was in
attendance and voting throughout, and that said resolution has
not since been rescinded but is still in full force and effect.
Dated March 4, 1994 SAVANNAH ELECTRIC AND POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary
<PAGE>
<PAGE> Exhibit 25
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
_______________
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)
_______________
NATIONSBANK OF GEORGIA, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
58-0193243
(I.R.S. employer identification no.)
600 Peachtree Street, N.W.
Suite 900
Atlanta, Georgia 30308
(Address of principal executive offices)(Zip Code)
_____________________________
John T. Henderson
NationsBank of Georgia, National Association
Area Administration
6000 Feldwood Road
College Park, Georgia 30349
(404) 774-6074
(Name, Address and telephone number of agent for service)
_______________
with a copy to:
NationsBank of Georgia, National Association
Corporate Trust
600 Peachtree Street, Suite 900
Atlanta, GA 30308
________________________
SAVANNAH ELECTRIC AND POWER COMPANY
(Exact name of obligor as specified in its charter)
Georgia 58-0418070
(State or other jurisdiction (IRS employer
of incorporation or organization) identification no.)
600 Bay Street, East
Savannah, Georgia 31401
(912) 232-7171
(Name, address, including zip code, and telephone number,
including area code, of principal executive office)
__________________________________________
First Mortgage Bonds
(Title of the indenture securities)
_________________________________________________________________
<PAGE>
<PAGE>
1. General information.
Furnish the following information as to the trustee--
(a) Name and address of each examining or supervising
authority to which it is subject.
The Comptroller of the Currency,
Washington, D.C.
Federal Reserve Bank of Atlanta
104 Marietta Street, N.W.
Atlanta, Georgia
Federal Deposit Insurance Corporation
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust
powers.
Yes.
2. Affiliations with obligor.
If the obligor is an affiliate of the trustee, describe each
such affiliation.
None.
16. List of Exhibits.
List below all exhibits filed as a part of this statement of
eligibility.
(1) A copy of the Articles of Association of the trustee as
now in effect. (See Exhibit 1 to Form T-1, Exhibit 25 to
Registration No. 33-50233, which is incorporated herein
by reference.)
(2) A copy of the certificate of authority of the trustee to
commence business. (See Exhibit 2 to Form T-1, Exhibit
25 to Registration No. 33-50233, which is incorporated
herein by reference.)
(3) A copy of the authorization of the trustee to exercise
corporate trust powers. (See Exhibit 3 to Form T-1,
Exhibit 25 to Registration No. 33-50233, which is
incorporated herein by reference.)
(4) A copy of the existing by-laws of the trustee, as amended
to date. (See Exhibit 4 to Form T-1, Exhibit 25 to
Registration No. 33-50233, which is incorporated herein
by reference.)
<PAGE>
(6) The consent of the trustee required by Section 321(b) of
the Trust Indenture Act of 1939.
(7) A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority.
<PAGE>
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of
1939 the trustee, NationsBank of Georgia, National Association, a
corporation organized and existing under the laws of the United
States of America, has duly caused this statement of eligibility
and qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Atlanta and the
State of Georgia, on the 3rd day of March, 1994.
NATIONSBANK OF GEORGIA,
NATIONAL ASSOCIATION
By: /s/ Sandra Carreker
Sandra Carreker
Vice President
<PAGE>
<PAGE>
EXHIBIT 6 TO FORM T-1
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust
Indenture Act of 1939 in connection with the proposed issuance of
Savannah Electric and Power Company First Mortgage Bonds,
NationsBank of Georgia, National Association hereby consents that
reports of examinations by Federal, State, Territorial or
District Authorities may be furnished by such authorities to the
Securities and Exchange Commission upon request therefor.
NATIONSBANK OF GEORGIA,
NATIONAL ASSOCIATION
By: /s/ Sandra Carreker
Sandra Carreker
Vice President
<PAGE>
<PAGE>
<TABLE>
EXHIBIT 7 TO FORM T-1
Comptroller of the Currency
Administrator of National Banks
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the NATIONSBANK OF GEORGIA,
N.A. OF ATLANTA, in the state of Georgia, at the close of business on December
31, 1993 published in response to call made by Comptroller of the Currency,
under Title 12, United States Code, Section 161. Charter Number 13281,
Comptroller of the Currency, Atlanta District.
Statement of Resources and Liabilities
<CAPTION>
Dollar Amounts in Thousands
ASSETS
<S> <C> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin 1,205,514.
Securities 3,232,925.
Federal funds sold and securities purchased under
agreements to resell in domestic offices of the bank
and of its Edge and Agreement subsidiaries, and in IBFs:
Federal funds sold 470,850.
Securities purchased under agreements to resell 0.
Loans and lease financing receivables:
Loans and leases, net of unearned income 9,788,433.
LESS: Allowance for loan and lease losses 125,977.
LESS: Allocated transfer risk reserve 140.
Loans and leases, net of unearned income,
allowance, and reserve 9,662,316.
Assets held in trading accounts 22,617.
Premises and fixed assets (including capitalized leases) 180,489.
Other real estate owned 22,817.
Customers' liability to this bank on acceptances outstanding 286,671.
Intangible assets 46,554.
Other assets 177,429.
Total assets 15,308,182.
<PAGE>
<PAGE>
LIABILITIES
Deposits:
In domestic offices 8,852,404.
Noninterest-bearing 2,893,166.
Interest-bearing 5,959,238.
Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBFs:
Federal funds purchased 3,512,809.
Securities sold under agreements to repurchase 386,885.
Demand notes issued to the U.S. Treasury 250,000.
Other borrowed money 180,734.
Bank's liability on acceptances executed and outstanding 286,671.
Other liabilities 814,806.
Total liabilities 14,284,309.
EQUITY CAPITAL
Common stock 97,747.
Surplus 229,412.
Undivided profits and capital reserves 680,766.
Less: Net unrealized loss on marketable equity securities (15,948)
Total equity capital 1,023,873.
Total liabilities, limited-life preferred stock, and
equity capital 15,308,182.
We, the undersigned directors, attest to the correctness of this statement of
resources and liabilities. We declare that it has been examined by us, and to
the best of our knowledge and belief has been prepared in conformance with the
instructions and is true and correct.
James R. Lientz, Jr. )
Willard A. Alexander ) Directors
Hugh M. Chapman )
</TABLE>
<PAGE>
