SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM U-1
APPLICATION OR DECLARATION
under
The Public Utility Holding Company Act of 1935
SAVANNAH ELECTRIC AND POWER COMPANY
600 East Bay Street
Savannah, Georgia 31401
(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)
Kirby R. Willis
Vice President, Treasurer
and Chief Financial Officer
Savannah Electric and Power Company
600 East Bay Street
Savannah, Georgia 31401
(Names and addresses of agents for service)
The Commission is requested to mail signed copies of all orders, notices and
communications to the above agent for service and to:
E. Pomeroy Williams, Esq.
Bouhan, Williams & Levy LLP
447 Bull Street
Savannah, Georgia 31401
W. L. Westbrook John D. McLanahan, Esq.
Financial Vice President Troutman Sanders LLP
The Southern Company 600 Peachtree Street, N.E.
270 Peachtree Street, N.W. Suite 5200
Atlanta, Georgia 30303 Atlanta, Georgia 30308-2216
<PAGE>
INFORMATION REQUIRED
Item 1. Description of Proposed Transactions.
1.1 Savannah Electric and Power Company ("Savannah"), a wholly-owned
subsidiary of The Southern Company, a registered holding company under the
Public Utility Holding Company Act of 1935, as amended (the "Act"), proposes to
issue and sell from time to time, prior to January 1, 2003, short-term and/or
term loan notes to lenders, commercial paper to or through dealers and/or issue
non-negotiable promissory notes to public entities for their revenue
anticipation notes in an aggregate principal amount at any one time outstanding
of up to $90,000,000. At November 30, 1995, the maximum aggregate principal
amounts of unsecured short-term borrowings permissible under Savannah's charter
and pursuant to the exemption from the provisions of Section 6(a) of the Act
afforded by the first sentence of Section 6(b) of the Act were $67,700,000 and
$11,328,900, respectively. In no circumstances will Savannah have unsecured
borrowings outstanding at any one time that exceed applicable charter
limitations.
In view of the restriction on the amount of unsecured short-term debt
that Savannah may have outstanding under the terms of its charter, it is
proposed that any borrowings pursuant to authority granted hereunder may be, and
any such borrowings in excess of such restricted amount of short-term unsecured
debt would be, secured by a subordinated lien on certain assets of Savannah. To
the extent required, Savannah hereby requests authority therefor pursuant to
Section 12(d) of the Act and Rule 44 thereunder.
1.2 Savannah proposes to effect borrowings from certain banks or other
lending institutions up to such amounts as will be indicated on the list of such
institutions to be filed by amendment hereto. Such institutional borrowings will
be evidenced by notes to be dated as of the date of such borrowings and to
mature in not more than seven years after the date of issue, or by "grid" notes
evidencing all outstanding borrowings from each lender to be dated as of the
date of the initial borrowing and to mature not more than seven years after the
date of issue. Savannah proposes that it may provide that any note evidencing
such borrowings may not be prepayable, or that it may be prepaid with payment of
a premium that is not in excess of the stated interest rate on the borrowing to
be prepaid, which premium in the case of a note having a maturity of more than
one year may thereafter decline to the date of the note's final maturity. The
form of note applicable to this paragraph will be filed by amendment as Exhibit
A-1.
Borrowings from the listed institutions will be at the lender's
prevailing rate offered to corporate borrowers of similar quality. Such rates
will not exceed the prime rate or (i) LIBOR plus up to 3/4 of 1%, (ii) the
lender's certificate of deposit rate plus up to 1%, or (iii) a rate not to
exceed the prime rate to be established by bids obtained from the lenders prior
to a proposed borrowing; provided, however, that with respect to borrowings with
a maturity in excess of one year, the rate will not exceed the yield for a
comparable maturity Treasury note plus one percent.
The Banks in Savannah's line are paid at varying times of the year line
fees not more than 1/2 of 1% of the unused amount of the respective lines.
The list of proposed lending institutions, setting forth the maximum
amount to be borrowed from each, will be filed by amendment as Exhibit A-2.
Borrowings pursuant to the authority hereby sought will be effected among the
listed institutions up to the respective principal amounts so listed. In
connection with borrowings in excess of such listed amounts or from any
institution not listed therein, a revised list in each case will be filed
pursuant to Rule 24.
1.3 Savannah also may effect short-term borrowings hereunder in
connection with the financing of certain pollution control facilities through
the issuance by public entities of their revenue bond anticipation notes. Under
an agreement with each such public entity, the entity would effectively loan to
Savannah the proceeds of the sale of such revenue bond anticipation notes,
having a maturity of not more than one year after date of issue, and Savannah
may issue its non-negotiable promissory note therefor. Such note would provide
for payments thereon to be made at times and in amounts which shall correspond
to the payments with respect to the principal of, premium, if any, and interest,
which shall not exceed the prime rate, on such revenue bond anticipation notes,
whenever and in whatever manner the same shall become due, whether at stated
maturity, upon redemption or declaration or otherwise.
Savannah requests that the Commission reserve jurisdiction over the
issuance by Savannah of its non-negotiable promissory notes pursuant to this
Item 1.3 pending completion of the record with respect thereto.
1.4 Savannah also proposes that it will have authority to issue and
sell commercial paper to or through dealers from time to time prior to January
1, 2003. Such commercial paper will be in the form of promissory notes with
varying maturities not to exceed nine months. Actual maturities will be
determined by market conditions, the effective interest costs and Savannah's
anticipated cash flow, including the proceeds of other borrowings, at the time
of issuance. The commercial paper notes will be issued in denominations of not
less than $50,000 and will not by their terms be prepayable prior to maturity.
The form of commercial paper note will be filed by amendment as Exhibit A-3.
The commercial paper will be sold by Savannah directly to or through a
dealer or dealers (the "dealer"). The discount rate (or the interest rate in the
case of interest-bearing notes), including any commissions, will not be in
excess of the discount rate per annum (or equivalent interest rate) prevailing
at the date of issuance for commercial paper of comparable quality of the
particular maturity sold by issuers thereof to commercial paper dealers.
No commission or fee will be payable in connection with the issuance
and sale of commercial paper, except for a commission not to exceed 1/8 of 1%
per annum payable to the dealer in respect of commercial paper sold through the
dealer as principal. The dealer will reoffer such commercial paper at a discount
rate of up to 1/8 of 1% per annum less than the prevailing interest rate to
Savannah or at an equivalent cost if sold on an interest-bearing basis.
Each certificate under Rule 24 with respect to the issue and sale of
commercial paper will include the name or names of the commercial paper dealers,
the amount of commercial paper outstanding as of the end of each quarter and
information with respect to the discount rate and interest rate.
1.5 Pursuant to orders of the Commission, Savannah has authority to
effect short-term borrowings prior to April 1, 1996 as set forth in Commission
File No. 70-7937 (HCAR No. 35-25507, dated March 31, 1992, HCAR No. 35-25932,
dated November 30, 1993, HCAR No. 35-25989, dated February 16, 1994 and HCAR No.
35-26348, dated August 2, 1995). At January 31, 1996, borrowings in an aggregate
principal amount of approximately $28,000,000 were outstanding pursuant to such
authorization. Savannah proposes that the authorization sought in this file
would supersede and replace, with respect to Savannah, authorizations in File
No. 70-7937 effective immediately upon the date of the Commission's order
herein.
1.6 The proceeds from the proposed borrowings will be used by Savannah
for working capital purposes, including the financing in part of its
construction program.
None of the proceeds from any borrowing or from the sale of any of the
notes authorized herein will be used by Savannah, directly or indirectly, for
the acquisition of any interest in an "exempt wholesale generator" or a "foreign
utility company".
1.7 Except as may be otherwise authorized by the Commission, any
short-term borrowings of Savannah outstanding hereunder after December 31, 2002
will be retired from internal cash resources, the proceeds of equity financings,
or the proceeds of long-term debt.
1.8 With respect to the financing transactions authorized hereunder,
Savannah hereby requests authority to file certificates of notification under
Rule 24 on a quarterly basis (within 45 days following the close of each
calendar quarter).
Item 2. Fees, Commissions and Expenses.
The fees, commissions, and expenses paid or incurred or to be paid or
incurred in connection with the proposed transactions (in addition to those
described in Item 1 hereof) of this Application or Declaration are estimated not
to exceed $10,000, including the Commission's $2,000 filing fee. Item 3.
Applicable Statutory Provisions.
3.1 Savannah considers that the issuance and sale of the short-term
notes and commercial paper notes are currently exempt to the extent set forth
above from the provisions of Sections 6(a) and 7 of the Act under the first
sentence of Section 6(b) and that upon the granting of this application will be
so exempt to the extent of the maximum aggregate principal amounts of the
short-term notes and commercial paper notes which it proposes to issue. Any note
or other evidence of debt described herein that is payable more than 12 months
after the date of issuance has been or will have been authorized by the Georgia
Public Service Commission and, therefore, is exempt from the provisions of
Section 6(a) of the Act and rules thereunder pursuant to Rule 52.
3.2 The proposed transactions will be carried out in accordance with
the procedure specified in Rule 23 and pursuant to an order of the Commission
with respect thereto.
3.3 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 January 31,1996 was approximately $1,231,236,316,
representing approximately 37.4% of Southern's "consolidated retained earnings",
as defined in Rule 53(a)(1)(ii) for the four quarters ended September 31, 1995.
Furthermore, Southern has complied and will 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 proposed issuance by Savannah of term notes will have been
expressly authorized by the Georgia Public Service Commission, which has
jurisdiction over the issuance of certain securities (other than short-term
debt) by public utility companies operating in Georgia. See Item 3.1 hereof.
Such transactions are not subject to the jurisdiction of any federal
commission other than the Commission.
Item 5. Procedure.
Savannah hereby requests that the Commission issue its order with
respect to these transactions as soon as the rules allow and requests 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. Savannah 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.
Item 6. Exhibits and Financial Statements.
(a) Exhibits.
A-1 - Form of note. (To be filed by amendment.)
A-2 - List of lending institutions, setting forth
the maximum amount to be borrowed from each.
(To be filed by amendment.)
A-3 - Form of commercial paper note. (To be filed
by amendment.)
A-4 - Charter of Savannah and amendments thereto
through November 10, 1993. (Designated in
Registration Statement Nos. 33-25183 as Exhibit
4(b)-(1) and 33-45757 as Exhibit 4(b)-(2) and
in Form 8-K dated November 9, 1993, File No.
1-5072, as Exhibit 4(b).)
A-5 - By-Laws of Savannah as amended effective
February 16, 1994, and as presently in effect.
(Designated in Form 10-K for the year ended
December 31, 1993, File No. 1-5072, as Exhibit
3(f)2.)
B - None.
C - None.
D-1 - Petition of Savannah to the Georgia Public
Service Commission. (To be filed by amendment.)
D-2 - Order of the Georgia Public Service Commission.
(To be filed by amendment.)
E - None.
F - Opinion of Bouhan, Williams & Levy LLP, counsel
for Savannah. (To be filed by amendment.)
G - Estimated sources of funds for plant additions
of Savannah. (To be filed by amendment.)
H - Form of Notice.
Exhibits heretofore filed with the Commission designated as set forth
above are hereby incorporated herein by reference and made a part hereof with
the same effect as if filed herewith.
(b) Financial Statements.
Balance sheet of Savannah at September 30, 1995. (Designated
in Savannah's Form 10-Q for the quarter ended September
30, 1995, File No. 1-5072.)
Statement of income and statements of earnings retained in
the business and other paid-in capital of Savannah for the
twelve months ended September 30, 1995. (Designated in
Savannah's Form 10-Q for the quarter ended September 30,
1995, File No. 1-5072.)
Proforma journal entries for Savannah relating to the
Balance Sheet and Statement of Income. (To be filed by
amendment.)
Since September 30, 1995, there have been no material changes, not in
the ordinary course of business, in the financial condition of Savannah from
that set forth in or contemplated by the foregoing financial statements.
Item 7. Information as to Environmental Effects.
(a) As described in Item 1, the proposed transactions are of a
routine and strictly financial nature in the ordinary course of business.
Accordingly, the Commission's action in this matter will not constitute any
major federal action significantly affecting the quality of the human
environment.
(b) No other federal agency has prepared or is preparing an
environmental impact statement with regard to the proposed transactions.
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SIGNATURES
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 February 7, 1996 SAVANNAH ELECTRIC AND POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary
Exhibit H
Savannah Electric and Power Company (70- )
Savannah Electric and Power Company ("Savannah"), 600 East Bay Street,
Savannah, Georgia 31401, a wholly-owned subsidiary of The Southern Company, a
registered holding company, has filed an application-declaration under sections
6(a), 6(b), 7 and 12(d) of the Act and rules 23, 42, 44 and 53 thereunder.
Savannah proposes to issue and sell from time to time, prior to January
1, 2003, short-term and/or term-loan notes to lenders, commercial paper to or
through dealers and/or issue non-negotiable promissory notes to public entities
for their revenue anticipation notes in an aggregate principal amount at any one
time outstanding of up to $90,000,000.
Savannah states that any proposed borrowings proposed herein may be,
and any such borrowings in excess of its charter limits on short-term unsecured
debt would be, secured by a subordinated lien on certain assets of Savannah. In
no circumstances will Savannah have unsecured borrowings outstanding at any one
time that exceed applicable charter limitations.
Savannah proposes to borrow from certain banks or other lending
institutions. Such institutional borrowings will be evidenced by notes to be
dated as of the date of such borrowings and to mature in not more than seven
years after the date of issue, or by "grid" notes evidencing all outstanding
borrowings from each lender to be dated as of the date of the initial borrowing
and to mature not more than seven years after the date of issue. Savannah
proposes that any note evidencing such borrowings may not be prepayable, or that
it may be prepaid with payment of a premium that is not in excess of the stated
interest rate on the borrowing to be prepaid, which premium in the case of a
note having a maturity of more than one year may thereafter decline to the date
of the note's final maturity.
Borrowings will be at the lender's prevailing rate offered to corporate
borrowers of similar quality. Such rates will not exceed the prime rate or (i)
LIBOR plus up to 3/4 of 1%, (ii) the lender's certificate of deposit rate plus
up to 1%, or (iii) a rate not to exceed the prime rate to be established by bids
obtained from the lenders prior to a proposed borrowing; provided, however, that
with respect to borrowings with a maturity in excess of one year, the rate will
not exceed the yield for a comparable maturity Treasury note plus 1%.
Compensation for the credit facilities may be provided by fees of up to 1/2 of
1% per annum of the unused amount of the facility.
Savannah also may effect short-term borrowings hereunder in connection
with the financing of certain pollution control facilities through the issuance
by public entities of their revenue bond anticipation notes. Under an agreement
with each such public entity, the entity would effectively loan to Savannah the
proceeds of the sale of such revenue bond anticipation notes, having a maturity
of not more than one year after date of issue, and Savannah may issue its
non-negotiable promissory note therefor. Such note would provide for payments
thereon to be made at times and in amounts which shall correspond to the
payments with respect to the principal of, premium, if any, and interest, which
shall not exceed the prime rate, on such revenue bond anticipation notes,
whenever and in whatever manner the same shall become due, whether at stated
maturity, upon redemption or declaration or otherwise.
Savannah also proposes issue and sell commercial paper to or through
dealers from time to time prior to January 1, 2003. Such commercial paper will
be in the form of promissory notes with varying maturities not to exceed nine
months. The commercial paper notes will be issued in denominations of not less
than $30,000 and will not by their terms be prepayable prior to maturity.
Pursuant to prior Commission orders in File No. 70-7937 (HCAR No.
35-25507, dated March 31, 1992, HCAR No. 35-25932, dated November 30, 1993,
HCAR No. 35-25989, dated February 16, 1994 and HCAR No. 35-26348, dated August
2, 1995) Savannah may effect short-term borrowings through April 1, 1996.
Savannah proposes that the authorization sought in this file would supersede
and replace, with respect to Savannah, authorizations in File No. 70-7937
effective immediately upon the date of the Commission's order herein.
The proceeds from the proposed borrowings will be used by Savannah for
working capital purposes, including the financing in part of its construction
program. None of the proceeds from any borrowing or from the sale of any of the
notes authorized herein will be used by Savannah, directly or indirectly, for
the acquisition of any interest in an "exempt wholesale generator" or a "foreign
utility company".
