<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
----------------
FORM U5S
ANNUAL REPORT
For the Fiscal Year Ended December 31, 1993
Filed pursuant to the Public Utility Holding Company Act of 1935
by
THE SOUTHERN COMPANY
64 PERIMETER CENTER EAST
ATLANTA, GEORGIA 30346
<PAGE> 2
ITEMS
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1993.
<TABLE>
<CAPTION>
NAME OF COMPANY NUMBER OF PERCENTAGE ISSUER
(ADD ABBREVIATION COMMON OF VOTING BOOK OWNER'S
USED HEREIN) SHARES OWNED POWER VALUE BOOK VALUE
- ----------------- ------------ ---------- -------- ----------
IN THOUSANDS
------------
<S> <C> <C> <C> <C>
The Southern Company
(SOUTHERN) None None n/a n/a
Alabama Power Company
(ALABAMA) 5,608,955 100 2,526,348 2,526,348
Southern Electric
Generating
Company (SEGCO) (a) 164,000 50 29,201 29,201
Alabama Property
Company (APC) 1,000 100 12,986 12,986
Columbia Fuels,
Inc. (CFI) 1,000 100 1 1
Georgia Power Company
(GEORGIA) 7,761,500 100 4,045,458 4,045,458
SEGCO (a) 164,000 50 29,201 29,201
Piedmont-Forrest
Corporation (PFC) 100,000 100 10,116 10,116
11,197 (b) 11,197
Gulf Power Company (GULF) 992,717 100 414,196 414,196
Mississippi Power Company
(MISSISSIPPI) 1,121,000 100 321,768 321,768
Savannah Electric and
Power Company
(SAVANNAH) 10,844,635 100 154,269 154,269
Southern Company
Services, Inc. (SCS) 14,500 100 781 781
Southern Electric Inter-
national, Inc. (SEI) 1,000 100 8,449 8,449
</TABLE>
1
<PAGE> 3
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1993.
(CONTINUED)
<TABLE>
<CAPTION>
NAME OF COMPANY NUMBER OF PERCENTAGE ISSUER
(ADD ABBREVIATION COMMON OF VOTING BOOK OWNER'S
USED HEREIN) SHARES OWNED POWER VALUE BOOK VALUE
- ----------------- ------------ ---------- -------- ----------
IN THOUSANDS
------------
<S> <C> <C> <C> <C>
SEI Holdings, Inc. (SEIH) 1,000 100 184,336 184,336
SEI Holdings, III, Inc. (SEIH-III) 1,000 100 46,584 46,584
SEI Holdings, IV, Inc. (SEIH-IV) 1,000 100 20 20
Southern Electric Bahamas
Holdings, Ltd. (SEBH) 1,000 100 34,581 34,581
Southern Electric Wholesale
Generators, Inc. (SEWG) 500 100 (2,496) (2,496)
Southern Electric Railroad Company
(SERC) 5,000 100 5 5
Southern Nuclear Operating
Company, Inc. (SOUTHERN
NUCLEAR) 1,000 100 1,532 1,532
5,000 (c) 5,000
The Southern Development and
Investment Group, Inc. (SDIG) 500 100 2,548 2,548
</TABLE>
See Notes below. See also Item 5.
Notes to Item 1:
(a) SEGCO is 50% owned by ALABAMA and 50% owned by GEORGIA.
The amounts shown reflect the respective ownership interests of each
company.
(b) Promissory note due on demand; interest rate, based on GEORGIA's
embedded cost of capital, was 9.71% at January 1, 1994.
(c) Unsecured notes payable due on or before December 31, 2000 at an
end-of-year interest rate of 3.54%.
ITEM 2. ACQUISITION OR SALES OF UTILITY ASSETS.
NONE.
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES.
See Schedule IX, "Short-Term Borrowings", found on pages S-53 through S-58 of
the SOUTHERN system's combined Form 10-K Annual Report for 1993, incorporated
by reference herein for information relating to short-term indebtedness of the
respective companies.
2
<PAGE> 4
ITEM 4. ACQUISITION, REDEMPTION, OR RETIREMENT OF SYSTEM SECURITIES.
CALENDAR YEAR 1993
<TABLE>
<CAPTION>
Number of Shares
Name of Company or Principal Amount Indicate
Name of Issuer and Acquiring, Redeeming ------------------------------------- Commission
Title of Issue or Retiring Securities Acquired Redeemed Retired Consideration Authorization
------------------ ---------------------- -------- -------- ------- ------------- -------------
(See Note)
<S> <C> <C> <C> <C> <C>
ALABAMA:
FIRST MORTGAGE BONDS--
4 5/8% Series due 1994 ALABAMA None $ 24,105,000 $ 24,105,000 $ 24,105,000
4 7/8% Series due 1995 ALABAMA None $ 33,284,000 $ 33,284,000 $ 33,350,568
6 1/4% Series due 1996 ALABAMA None $ 29,374,000 $ 29,374,000 $ 29,606,054
6 1/2% Series due 1997 ALABAMA None $ 28,000,000 $ 28,000,000 $ 28,252,000
7% Series due 1998 ALABAMA None $ 25,000,000 $ 25,000,000 $ 25,302,500
7 1/2% Series due 2002 ALABAMA None $ 25,500,000 $ 25,500,000 $ 26,027,850
7 3/4% Series due 2002 ALABAMA None $ 65,000,000 $ 65,000,000 $ 66,768,000
7 7/8% Series due 2002 ALABAMA None $ 98,000,000 $ 98,000,000 $100,214,800
8 1/4% Series due 2003 ALABAMA None $ 75,000,000 $ 75,000,000 $ 77,392,500
9 3/8% Series due 2016 ALABAMA None $125,000,000 $125,000,000 $133,087,500
10 5/8% Series due 2017 ALABAMA None $ 21,525,000 $ 21,525,000 $ 21,525,000
10% Series due 2018 ALABAMA None $150,000,000 $150,000,000 $160,545,000
POLLUTION CONTROL
REVENUE BONDS--
6% Series A due 2004 ALABAMA None $ 300,000 $ 300,000 $ 300,000
7.2% Series A due 2006 ALABAMA None $ 9,800,000 $ 9,800,000 $ 9,800,000
7.2% Series B due 2006 ALABAMA None $ 50,000 $ 50,000 $ 50,000
7 1/4% Series B due 2006 ALABAMA None $ 10,415,000 $ 10,415,000 $ 10,415,000
9.20% Series C due 2010 ALABAMA None $ 4,250,000 $ 4,250,000 $ 4,313,750
9 3/8% Series D due 2013 ALABAMA None $ 22,500,000 $ 22,500,000 $ 23,175,000
7.20% Series A due 2007 ALABAMA None $ 40,000,000 $ 40,000,000 $ 40,000,000
7 3/8% Series B due 2008 ALABAMA None $ 48,000,000 $ 48,000,000 $ 48,000,000
CUMULATIVE PREFERRED STOCK--
8.04% Series ALABAMA None 200,000 200,000 $ 20,516,000
8.16% Series ALABAMA None 500,000 500,000 $ 51,160,000
8.28% Series ALABAMA None 380,000 380,000 $ 39,630,200
8.72% Series ALABAMA None 490,000 490,000 $ 50,068,200
Adjustable Rate-1988 Series ALABAMA None 2,000,000 2,000,000 $ 51,500,000
GEORGIA:
FIRST MORTGAGE BONDS--
4 5/8% Series due 1994 GEORGIA None $ 28,000,000 $ 28,000,000 $ 28,000,000
4 7/8% Series due 1995 GEORGIA None $ 36,500,000 $ 36,500,000 $ 36,580,300
5 3/4% Series due 1996 GEORGIA None $ 45,368,000 $ 45,368,000 $ 45,640,208
6 1/2% Series due 1997 GEORGIA None $ 50,000,000 $ 50,000,000 $ 50,495,000
6 5/8% Series due 1998 GEORGIA None $ 50,000,000 $ 50,000,000 $ 50,615,000
7 3/8% Series due 2001 GEORGIA None $ 49,500,000 $ 49,500,000 $ 50,504,850
7 5/8% Series due 2001 GEORGIA None $ 95,000,000 $ 95,000,000 $ 97,261,000
7 1/2% Series due 2002 GEORGIA None $ 75,000,000 $ 75,000,000 $ 76,695,000
7 1/2% Series due 2002 GEORGIA None $150,000,000 $150,000,000 $153,495,000
7 7/8% Series due 2003 GEORGIA None $115,000,000 $115,000,000 $118,243,000
10% Series due 2016 GEORGIA None $172,284,000 $172,284,000 $174,224,200
</TABLE>
3
<PAGE> 5
ITEM 4. ACQUISITION, REDEMPTION, OR RETIREMENT OF SYSTEM SECURITIES.
(CONTINUED)
CALENDAR YEAR 1993
<TABLE>
<CAPTION>
Number of Shares
Name of Company or Principal Amount Indicate
Name of Issuer and Acquiring, Redeeming ----------------------------------- Commission
Title of Issue or Retiring Securities Acquired Redeemed Retired Consideration Authorization
------------------ ---------------------- -------- -------- ------- ------------- -------------
(See Note)
<S> <C> <C> <C> <C> <C>
GEORGIA: (CONTINUED)
10% Series due 2016 GEORGIA None $200,000,000 $200,000,000 $212,176,120
10 3/4% Series due 2017 GEORGIA None $176,235,000 $176,235,000 $178,212,815
10 3/4% Series due 2018 GEORGIA None $ 44,935,000 $ 44,935,000 $ 44,935,000
Variable % Series due 2020 GEORGIA None $ 50,000,000 $ 50,000,000 $ 50,000,000
POLLUTION CONTROL
REVENUE BONDS--
5.95% Series due 2003 GEORGIA None $ 37,990,000 $ 37,990,000 $ 37,990,000
6 3/4% Series due 2006 GEORGIA None $ 10,000 $ 10,000 $ 10,000
6 3/4% Series due 2006 GEORGIA None $ 10,000 $ 10,000 $ 10,000
6.40% Series due 2007 GEORGIA None $ 8,385,000 $ 8,385,000 $ 8,385,000
6.40% Series due 2007 GEORGIA None $ 13,735,000 $ 13,735,000 $ 13,735,000
6 3/8% Series due 2008 GEORGIA None $ 8,800,000 $ 8,800,000 $ 8,844,000
6 3/8% Series due 2008 GEORGIA None $ 4,600,000 $ 4,600,000 $ 4,623,000
11 5/8% Series due 2014 GEORGIA None $ 11,935,000 $ 11,935,000 $ 12,740,135
12.25% Series due 2014 GEORGIA None $ 11,050,000 $ 11,050,000 $ 12,136,657
11 5/8% Series due 2014 GEORGIA None $ 1,500,000 $ 1,500,000 $ 1,649,955
12% Series due 2014 GEORGIA None $ 22,550,000 $ 22,550,000 $ 25,037,942
11 3/4% Series due 2014 GEORGIA None $ 24,900,000 $ 24,900,000 $ 27,763,749
GEORGIA
PREFERRED STOCK--
Variable Rate (First
Series 1984) GEORGIA None $ 50,000,000 $50,000,000 $ 50,600,000
Variable Rate (First
Series 1985) GEORGIA None $ 50,000,000 $50,000,000 $ 50,600,000
Variable Rate (Second
Series 1985) GEORGIA None $ 50,000,000 $50,000,000 $ 50,600,000
$2.43 Series GEORGIA None $ 45,000,000 $45,000,000 $ 47,415,000
$2.50 Series GEORGIA None $ 25,000,000 $25,000,000 $ 26,320,000
$8.76 Series GEORGIA None $ 10,000,000 $10,000,000 $ 10,405,000
$8.20 Series GEORGIA None $ 15,000,000 $15,000,000 $ 15,493,500
$5.00 Series GEORGIA $ 100 None $ 100 $ 63
$4.60 Series GEORGIA $5,400 None $ 5,400 $ 3,389
GULF
FIRST MORTGAGE BONDS--
9.20% Series due 1998 GULF None $ 3,359,411 $ 3,359,411 $ 3,359,411
7.75% Series due 1999 GULF None $ 15,000,000 $15,000,000 $ 15,000,000
7.50% Series due 2001 GULF None $ 21,000,000 $21,000,000 $ 21,000,000
7.50% Series due 2002 GULF None $ 22,000,000 $22,000,000 $ 22,000,000
7.50% Series due 2003 GULF None $ 25,000,000 $25,000,000 $ 25,000,000
9% Series due 2008 GULF None $ 2,450,000 $ 2,450,000 $ 2,450,000
</TABLE>
4
<PAGE> 6
ITEM 4. ACQUISITION, REDEMPTION, OR RETIREMENT OF SYSTEM SECURITIES.
(CONTINUED)
CALENDAR YEAR 1993
<TABLE>
<CAPTION>
Number of Shares
Name of Company or Principal Amount Indicate
Name of Issuer and Acquiring, Redeeming --------------------------------------------------- Commission
Title of Issue or Retiring Securities Acquired Redeemed Retired Consideration Authorization
- -------------------- ---------------------- --------- -------- -------- ------------- --------------------
(See Note)
<S> <C> <C> <C> <C> <C>
GULF: (CONTINUED)
POLLUTION CONTROL
REVENUE BONDS--
5.90% Series due 2003 GULF None $ 7,875,000 $ 7,875,000 $ 7,875,000
6.00% Series due 2006 GULF None $100,000 $ 100,000 $ 100,000
6.75% Series due 2006 GULF None $ 12,675,000 $ 12,675,000 $ 12,675,000
10.00% Series due 2013 GULF None $ 20,000,000 $ 20,000,000 $ 20,000,000
CUMULATIVE PREFERRED STOCK--
8.52% Series GULF None 50,600 50,600 $ 5,060,000
8.28% Series GULF None 150,000 150,000 $ 15,000,000
CUMULATIVE PREFERRED STOCK
SUBJECT TO MANDATORY REDEMPTION
11.36% Series GULF None 10,000 10,000 $ 1,000,000
MISSISSIPPI:
FIRST MORTGAGE BONDS--
7 1/8% Series due 1997 MISSISSIPPI None $ 10,000,000 $ 10,000,000 $ 10,424,800
7 5/8% Series due 2002 MISSISSIPPI None $ 25,000,000 $ 25,000,000 $ 25,548,750
7 5/8% Series due 2003 MISSISSIPPI None $ 15,000,000 $ 15,000,000 $ 15,883,800
9 1/4% Series due 2021 MISSISSIPPI None $ 1,300,000 $ 1,300,000 $ 1,354,782
POLLUTION CONTROL
REVENUE BONDS--
5.90% Series due 2003 MISSISSIPPI None $ 7,875,000 $ 7,875,000 $ 7,939,118
5.80% Series due 2007 MISSISSIPPI None $ 18,000,000 $ 18,000,000 $ 18,229,614
5.80% Series due 2007 MISSISSIPPI None $ 10,000 $ 10,000 $ 10,000
CUMULATIVE PREFERRED STOCK--
8.44% Series MISSISSIPPI None 8,404,000 8,404,000 $ 8,944,377
8.80% Series MISSISSIPPI None 15,000,000 15,000,000 15,766,500
SAVANNAH:
POLLUTION CONTROL
REVENUE BONDS--
6.25% Series due 1998 SAVANNAH None $ 4,085,000 $ 4,085,000 $ 4,085,000
CUMULATIVE PREFERRED STOCK--
9.50% Series SAVANNAH None 800,000 800,000 $ 21,256,000
</TABLE>
Note to Item 4: All transactions exempt pursuant to Rule 42(b)(2), (4) or (5)
or authorized in File No. 70-8095 or in the respective
proceedings relating to the issuance and sale of preferred
stock.
5
<PAGE> 7
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES.
<TABLE>
<CAPTION>
Number of
Shares or Carrying
Principal Value
Name of Owner Name of Issuer Amount Owned to Owner
- ------------- -------------- ------------ ----------
<S> <C> <C> <C>
ALABAMA (nine items) (1) 187,922 shares $ 50,008
ALABAMA (four items) (2) $ 937,900 $ 937,900
GEORGIA (one item) (3) $ 500,000 $ 500,000
MISSISSIPPI (one item) (4) 1,255,130 shares $2,069,689
SOUTHERN (one item) (5) 130,381 shares $ 1
</TABLE>
Notes to Item 5:
(1) Securities representing bankruptcy distributions applicable to
obligations of customers incurred in the ordinary course of business and
$50,000 invested in a Minority Enterprise Small Business Investment Company
located in Birmingham, Alabama.
(2) Debt securities issued by instrumentalities of political subdivisions
within ALABAMA's service area to build promotional industrial buildings that
will assist in advancing business and industrial development.
(3) Investment made in a private venture capital fund for the purpose of
assisting early-stage and high technology companies located principally in the
Southeast, with a focus on Georgia-based firms. (See File No. 70-8085.)
(4) Investment made in a public corporation (Water Furnace International)
for the purpose of advancing business and industrial development within
MISSISSIPPI's service area.
(5) Represents SOUTHERN's investment in Integrated Communication Systems,
Inc. (ICS). ICS is engaged in providing two-way communications over local
telephone lines for a wide range of energy-related services in the residential
and small commercial markets.
6
<PAGE> 8
ITEM 6. OFFICERS AND DIRECTORS.
PART I.
The following are the abbreviations to be used for
principal business address and positions.
<TABLE>
<CAPTION>
PRINCIPAL BUSINESS ADDRESS CODE
-------------------------- ----
<S> <C>
600 NORTH 18TH STREET
BIRMINGHAM, AL 35291 (A)
333 PIEDMONT AVENUE, N.E.
ATLANTA, GA 30308 (B)
500 BAYFRONT PARKWAY
PENSACOLA, FL 32501 (C)
2992 WEST BEACH BOULEVARD
GULFPORT, MS 39501 (D)
600 EAST BAY STREET
SAVANNAH, GA 31401 (E)
64 PERIMETER CENTER EAST
ATLANTA, GA 30346 (F)
800 SHADES CREEK PARKWAY
BIRMINGHAM, AL 35209 (G)
900 ASHFORD PARKWAY
SUITE 500
ATLANTA, GA 30338 (H)
40 INVERNESS CENTER PARKWAY
BIRMINGHAM, AL 35242 (I)
LN ALEM 712 - PISO 7
(1001) BUENOS AIRES, ARGENTINA (J)
POSITION CODE
-------- ----
DIRECTOR D
PRESIDENT P
CHIEF EXECUTIVE OFFICER CEO
CHIEF FINANCIAL OFFICER CFO
CHIEF ACCOUNTING OFFICER CAO
CHIEF INFORMATION OFFICER CIO
CHIEF PRODUCTION OFFICER CPO
EXECUTIVE VICE PRESIDENT EVP
SENIOR VICE PRESIDENT SVP
FINANCIAL VICE PRESIDENT FVP
VICE PRESIDENT VP
CONTROLLER/COMPTROLLER C
COUNSEL L
SECRETARY S
TREASURER T
ALABAMA
NAME AND PRINCIPAL ADDRESS POSITION
-------------------------- --------
EDWARD L. ADDISON (f) D
WHIT ARMSTRONG D
P. O. Box 900
Enterprise, AL 36331
PHILIP E. AUSTIN D
401 Queen City Avenue
Tuscaloosa, AL 35401
TRAVIS J. BOWDEN (a) D,EVP
MARGARET A. CARPENTER D
1452 Carter Hill Road
Montgomery, AL 36106
PETER V. GREGERSON, SR. D
644 Walnut Street
Gadsden, AL 35901
BILL M. GUTHRIE (g) D,EVP,
CPO
ELMER B. HARRIS (a) D,P,CEO
CRAWFORD T. JOHNSON, III D
P. O. Box 2006
Birmingham, AL 35201
CARL E. JONES, JR. D
P. O. Box 2527
Mobile, AL 36622
WALLACE D. MALONE, JR. D
P. O. Box 2554
Birmingham, AL 35290
WILLIAM V. MUSE D
Auburn University
Auburn, AL 36849
JOHN T. PORTER D
1101 Martin L. King, Jr. Dr. S.W.
Birmingham, AL 35211
GERALD H. POWELL D
P. O. Box 909
Jacksonville, AL 36265
ROBERT D. POWERS D
202 East Broad Street
Eufaula, AL 36027
JOHN W. ROUSE D
P. O. Box 55305
Birmingham, AL 35255
WILLIAM J. RUSHTON, III D
P. O. Box 2606
Birmingham, AL 35202
JAMES H. SANFORD D
1001 McQueen Smith Road South
Prattville, AL 36066
JOHN C. WEBB, IV D
P. O. Box Drawer 10
Demopolis, AL 36732
</TABLE>
7
<PAGE> 9
ITEM 6. OFFICERS AND DIRECTORS.
PART I. (CONTINUED)
<TABLE>
<CAPTION>
ALABAMA (CONTINUED)
NAME AND PRINCIPAL ADDRESS POSITION
-------------------------- --------
<S> <C>
LOUIS J. WILLIE D
P. O. Box 697
Birmingham, AL 35201
JOHN W. WOODS D
P. O. Box 11007
Birmingham, AL 35288
BANKS H. FARRIS (a) SVP
WILLIAM B. HUTCHINS, III (a) SVP,CFO
T. H. JONES (a) SVP
CHARLES D. MCCRARY (a) SVP
ART P. BEATTIE (a) VP,S,T
ROBERT A. BUETTNER (a) VP,L
A. J. CONNOR (a) VP
JAMES M. CORBITT (a) VP
JOHN E. DORSETT (a) VP
MICHAEL D. GARRETT (a) VP
ROBERT HOLMES, JR. (a) VP
ROBIN A. HURST (a) VP
SUSAN N. KNIGHT (a) VP
JESS E. LANGLEY (a) VP
CHARLTON B. MCARTHUR (a) VP
DONALD W. REESE (a) VP
JULIAN H. SMITH, JR. (a) VP
M. EUEL WADE, JR. (a) VP,CIO
DAVID L. WHITSON (a) VP,C
CHRISTOPHER C. WOMACK (a) VP
C. ALAN MARTIN (a) VP
W. RONALD SMITH (a) VP
W. ROY CROW (a) VP
CLYDE H. WOOD (a) VP
J. BRUCE JONES (a) VP
ANTHONY J. TOPAZI (a) VP
APC
NAME AND PRINCIPAL ADDRESS POSITION
-------------------------- --------
TRAVIS J. BOWDEN (a) D,VP
ELMER B. HARRIS (a) D,P
WILLIAM B. HUTCHINS, III (a) D,VP
SUSAN N. KNIGHT (a) D,VP
DAVID L. WHITSON (a) C
ART P. BEATTIE (a) S,T
CFI
NAME AND PRINCIPAL ADDRESS POSITION
-------------------------- --------
TRAVIS J. BOWDEN (a) D,VP
ELMER B. HARRIS (a) D,P
WILLIAM B. HUTCHINS, III (a) D,VP
DAVID L. WHITSON (a) D,C
ART P. BEATTIE (a) S,T
GEORGIA
NAME AND PRINCIPAL ADDRESS POSITION
-------------------------- --------
EDWARD L. ADDISON (f) D
BENNETT A. BROWN D
P. O. Box 4899
Atlanta, GA 30302-4899
WILLIAM P. COPENHAVER D
P. O. Box 1483
Augusta, GA 30903
A. W. DAHLBERG (b) D,P,CEO
WILLIAM A. FICKLING, JR. D
P. O. Box 1976
Macon, GA 31202-1976
L. G. HARDMAN, III D
P. O. Box 210
Commerce, GA 30529
WARREN Y. JOBE (b) D,EVP,T,
CFO
JAMES R. LIENTZ D
P. O. Box 4899
Atlanta, GA 30302-4899
WILLIAM A. PARKER, JR. D
1380 West Paces Ferry Road, N.W.
Suite 260
Atlanta, GA 30327
G. JOSEPH PRENDERGAST D
191 Peachtree Street, N.E.
Atlanta, GA 30303-1757
HERMAN J. RUSSELL D
504 Fair Street, S.W.
Atlanta, GA 30313
DR. GLORIA M. SHATTO D
610 Mount Berry Station
Mount Berry, GA 30149-0610
ROBERT STRICKLAND D
P. O. Box 4418
Atlanta, GA 30302
WILLIAM JERRY VEREEN D
P. O. Box 460
Moultrie, GA 31776-0460
THOMAS R. WILLIAMS D
191 Peachtree Street, NE, 21st Floor
Atlanta, GA 30303
DWIGHT H. EVANS (b) EVP
BILL M. GUTHRIE (g) EVP,CPO
WILLIAM G. HAIRSTON, III (i) EVP
GENE R. HODGES (b) EVP
K. E. ADAMS (b) SVP
WAYNE T. DAHLKE (b) SVP
</TABLE>
8
<PAGE> 10
ITEM 6. OFFICERS AND DIRECTORS
PART I. (CONTINUED)
<TABLE>
<CAPTION>
GEORGIA (CONTINUED)
NAME AND PRINCIPAL ADDRESS POSITION
-------------------------- --------
<S> <C>
JAMES K. DAVIS (b) SVP
ROBERT H. HAUBEIN (b) SVP
GALE E. KLAPPA (b) SVP
FRED D. WILLIAMS (b) SVP
J. D. WOODARD (i) SVP
D. R. ALTMAN (b) VP
JUDY M. ANDERSON (b) VP,S
J. T. BECKHAM, JR. (i) VP
BARBARA BOWERS (b) VP
W. P. BOWERS (b) VP
ROBERT L. BOYER (b) VP
M. A. BROWN (b) VP
ROBERT D. CARPENTER (b) VP
J. L. CONN (b) VP
FRED W. DEMENT, JR. VP
J. W. GEORGE (b) VP
C. B. HARRELD (b) VP,C,
CAO
LEONARD J. HAYNES (b) VP
RONALD E. LEGGETT (b) VP
CRAIG S. LESSER (b) VP
J. B. MANLEY (b) VP
J. L. MARTIN, JR. (b) VP
CHARLES K. MCCOY (i) VP
J. A. PARRAMORE, JR. (b) VP
EDWARD J. TURNER (b) VP
M. EUEL WADE, JR. (b) VP,CIO
C. W. WHITNEY (b) VP
JAMES A. WILSON (b) VP
W. R. WOODALL, JR. (b) VP
PFC
NAME AND PRINCIPAL ADDRESS POSITION
-------------------------- --------
A. W. DAHLBERG (b) D,P
ROBERT H. HAUBEIN (b) D,EVP
WARREN Y. JOBE (b) D,VP,T
W. G. JONES, JR. (b) VP
JUDY M. ANDERSON (b) S
GULF
NAME AND PRINCIPAL ADDRESS POSITION
-------------------------- --------
DR. REED BELL D
5177 N. 9th Avenue, Suite 1
Pensacola, FL 32504
PAUL J. DENICOLA (f) D
FRED C. DONOVAN D
P. O. Box 13370
Pensacola, FL 32591
W. DECK HULL, JR. D
P. O. Box 2180
Panama City, FL 32402
DOUGLAS L. MCCRARY (c) D,P
C. WALTER RUCKEL D
P. O. Box 187
Valparaiso, FL 32580
JOSEPH K. TANNEHILL D
10 Arthur Drive
Lynn Haven, FL 32444
F. M. FISHER, JR. (c) VP
BILL M. GUTHRIE (g) VP,CPO
J. E. HODGES, JR. (c) VP
G. EDISON HOLLAND, JR. (c) VP,L
EARL B.PARSONS, JR. (c) VP
ARLAN E. SCARBROUGH (c) VP,CFO
RONNIE R. LABRATO (c) C
WARREN E. TATE (c) S,T
MISSISSIPPI
NAME AND PRINCIPAL ADDRESS POSITION
-------------------------- --------
PAUL J. DENICOLA (f) D
EDWIN E. DOWNER D
7642 Poplar Springs Drive
Meridian, MS 39305
ROBERT S. GADDIS D
P. O. Box 168
Laurel, MS 39440
WALTER H. HURT, III D
P. O. Box 9
Inverness, MS 38753
AUBREY K. LUCAS D
P. O. Box 5001
Southern Station
Hattiesburg, MS 39406
EARL D. MCLEAN, JR. D
P. O. Box 168
Columbia, MS 39429
DAVID M. RATCLIFFE (d) D,P,CEO
LUCIMARIAN T. ROBERTS D
202 Oak Park Drive
Pass Christian, MS 39571
</TABLE>
9
<PAGE> 11
ITEM 6. OFFICERS AND DIRECTORS.
PART I. (CONTINUED)
<TABLE>
<CAPTION>
MISSISSIPPI (CONTINUED)
NAME AND PRINCIPAL ADDRESS POSITION
-------------------------- --------
<S> <C>
LEO W. SEAL, JR. D
P. O. Box 4019
Gulfport, MS 39502
GERALD J. ST PE D
P. O. Box 149
Pascagoula, MS 39568
N. EUGENE WARR D
2600 Beach Boulevard
Biloxi, MS 39531
H. ED BLAKESLEE (d) VP
ROBERT G. DAWSON (d) VP
THOMAS A. FANNING (d) VP,CFO
BILL M. GUTHRIE (g) VP,CPO
DON E. MASON (d) VP
FRANCES V. TURNAGE (d) C
W. EDGAR GILMORE (d) S,T
SAVANNAH
NAME AND PRINICIPAL ADDRESS POSITION
--------------------------- --------
HELEN QUATTLEBAUM ARTLEY D
9 Avenue of the Pines
Savannah, GA 31406
PAUL J. DENICOLA (f) D
BRIAN R. FOSTER D
P. O. Box 9586
Savannah, GA 31412
ARTHUR M. GIGNILLIAT, JR. (e) D,P,CEO
WALTER D. GNANN D
P. O. Box 334
Springfield, GA 31329
JOHN M. MCINTOSH D
21 Birdsong Way
Hilton Head Island, SC 29926
ROBERT B. MILLER, III D
P. O. Box 8003
Savannah, GA 31412
JOHN C. MONROE D
23 Sulgrave Road
Savannah, GA 31406
JAMES M. PIETTE D
19 Magnolia Crossing
Savannah, GA 31411
ARNOLD M. TENENBAUM D
P. O. Box 2567
Savannah, Ga 31498
E. OLIN VEALE (e) D,SVP,
CFO
FRED F. WILLIAMS, JR. D
8 Rockwell Avenue South
Savannah, GA 31419
W. MILES GREER (e) VP
BILL M. GUTHRIE (g) VP,CPO
LARRY M. PORTER (e) VP
JAMES L. RAYBURN (e) VP
GRACE E. ARNOLD (e) S
KIRBY R. WILLIS (e) T,C
SCS
NAME AND PRINCIPAL ADDRESS POSITION
-------------------------- --------
EDWARD L. ADDISON (f) D
A. W. DAHLBERG (b) D
PAUL J. DENICOLA (f) D, EVP
H. ALLEN FRANKLIN (g) D,P,CEO
ELMER B. HARRIS (a) D
BILL M. GUTHRIE (g) EVP,CPO
ROBERT R. TODD (g) EVP
W. L. WESTBROOK (f) EVP,CFO
M. EUEL WADE, JR. (f) SVP,CIO
W. C. ARCHER, III (f) VP
I. OTIS BERKHAN (f) VP
TOMMY CHISHOLM (f) VP,S,L
DOUGLAS E. DUTTON (g) VP
DR. C. H. GOODMAN (g) VP
JAMES HAROLD GWIN (f) VP
J. R. HARRIS (f) VP
W. DEAN HUDSON (f) VP,C
WILLIAM A. MANER III (f) VP
WILLIAM K. NEWMAN (g) VP
JOHN G. RICHARDSON VP
1130 Connecticut Avenue, NW
Washington, DC 20036
MICHAEL L. SCOTT (f) VP
JERRY L. STEWART (g) VP
DR. W. ROBERT WOODALL, JR. (f) VP
JOHN F. YOUNG VP
One Wall Street, Suite 4200
New York NY 10005
SDIG
NAME AND PRINCIPAL ADDRESS POSITION
-------------------------- --------
PAUL J. DENICOLA (f) D
H. ALLEN FRANKLIN (g) D
WILLIAM L. WESTBROOK (f) D,P,CFO
TRAVIS J. BOWDEN (a) VP
TOMMY CHISHOLM (f) S
WILLIAM A. MANER, III (f) T
</TABLE>
10
<PAGE> 12
ITEM 6. OFFICERS AND DIRECTORS.
PART I. (CONTINUED)
<TABLE>
<CAPTION>
SEGCO
NAME AND PRINCIPAL ADDRESS POSITION
-------------------------- --------
<S> <C>
KERRY E. ADAMS (b) D
TRAVIS J. BOWDEN (a) D
ROBERT L. BOYER (b) D
A. W. DAHLBERG (b) D,VP
H. ALLEN FRANKLIN (g) D,VP
BILL M. GUTHRIE (g) D,VP,
CPO
DAVID L. WHITSON (a) C
WILLIAM B. HUTCHINS, III (a) D,VP
ART P. BEATTIE (a) S,T
SEI
NAME AND PRINCIPAL ADDRESS POSITION
-------------------------- --------
KERRY E. ADAMS (b) D
THOMAS G. BOREN (h) D,P,CEO
TRAVIS J. BOWDEN (a) D
PAUL J. DENICOLA (f) D,VP
H. ALLEN FRANKLIN (g) D
W. L. WESTBROOK (f) D,VP
TOMMY CHISHOLM (f) VP,S
KENNETH W. DUVALL (h) VP
RAYMOND D. HILL (h) VP,CFO
RONALD E. LEGGETT (b) VP
WILLIAM A. MANER, III (f) VP,T
RICHARD J. PERSHING (h) VP
R. SAM SHEPARD (h) VP
SEI OPERADORA DE
ARGENTINA, S.A.
NAME AND PRINCIPAL ADDRESS POSITION
-------------------------- --------
MARIANO F. GRONDONA (j) D,S
RONALD E. LEGGETT (b) D,P
GEORGE VOLLAND (j) D
FELICIA L. BELLOWS (f) D
RANDALL E. HARRISON (h) D
JOSE MARTINEZ DE HOZ (j) D
SERC
NAME AND PRINCIPAL ADDRESS POSITION
-------------------------- --------
BILL M. GUTHRIE (g) D,P
KENNETH H. HARRELL (g) VP
T. HAROLD JONES (a) VP
TOMMY CHISHOLM (f) S
WILLIAM A. MANER, III (f) T
SOUTHERN NUCLEAR
NAME AND PRINCIPAL ADDRESS POSITION
-------------------------- --------
EDWARD L. ADDISON (f) D
A. W. DAHLBERG (b) D
PAUL J. DENICOLA (f) D
H. ALLEN FRANKLIN (g) D
W. G. HAIRSTON, III (i) D,P,CEO
ELMER B. HARRIS (a) D
JACKIE D. WOODARD (i) EVP
JAMES W. AVERETT (i) VP
J. T. BECKHAM (i) VP
LOUIS B. LONG (i) VP
C. K. MCCOY (i) VP
JOHN O. MEIER (i) VP,S
D. N. MOREY (i) VP
ROBERT M. GILBERT , JR. (i) C,T,CAO
SOUTHERN
NAME AND PRINCIPAL ADDRESS POSITION
-------------------------- --------
EDWARD L. ADDISON (f) D,P
W. P. COPENHAVER D
P. O. Box 1483
Augusta, GA
A. W. DAHLBERG (b) D,EVP
PAUL J. DENICOLA (f) D,EVP
JACK EDWARDS D
P. O. Box 123
Mobile, AL 36601
H. ALLEN FRANKLIN (g) D,EVP
L. G. HARDMAN, III D
P. O. Box 149
Commerce, GA 30529
ELMER B. HARRIS (a) D,EVP
JOHN M. MCINTOSH D
21 Birdsong Way
Hilton Head Island, SC 29926
EARL D. MCLEAN, JR. D
P. O. Box 168
Columbia, MS 39429
WILLIAM A. PARKER, JR. D
1380 West Paces Ferry Road, N.W.
Suite 260
Atlanta, GA 30327
WILLIAM J. RUSHTON, III D
P. O. Box 2606
Birmingham, AL 35202
DR. GLORIA M. SHATTO D
610 Mount Berry Station
Mount Berry, GA 30149
HERBERT STOCKHAM D
P. O. Box 13018
Birmingham, AL 35213
</TABLE>
11
<PAGE> 13
ITEM 6. OFFICERS AND DIRECTORS.
PART I. (CONTINUED)
<TABLE>
<CAPTION>
SOUTHERN (CONTINUED)
NAME AND PRINCIPAL ADDRESS POSITION
-------------------------- --------
<S> <C>
LOUIS J. WILLIE D
P. O. Box 697
Birmingham, AL 35201
W. L. WESTBROOK (f) D,FVP,
CFO
W. ROY BARRON (f) VP
BILL M. GUTHRIE (g) VP
J. R. HARRIS (f) VP
JOHN G. RICHARDSON VP
1130 Connecticut Avenue, NW
Washington, DC 20036
DR. W. R. WOODALL, JR. (f) VP
W. DEAN HUDSON (f) C
TOMMY CHISHOLM (f) S
WILLIAM A. MANER, III (f) T
SEIH
NAME AND PRINCIPAL ADDRESS POSITION
-------------------------- --------
KERRY E. ADAMS (b) D
THOMAS G. BOREN (h) D,P
TRAVIS J. BOWDEN (a) D
PAUL J. DENICOLA (f) D
H. ALLEN FRANKLIN (g) D
WILLIAM L. WESTBROOK (f) D
RAYMOND D. HILL (h) VP
RONALD E. LEGGETT (b) VP
RICHARD J. PERSHING (h) VP
R. SAM SHEPARD, JR. (h) VP
TOMMY CHISHOLM (f) S
WILLIAM A. MANER, III (f) T
ASOCIADOS DE ELECTRICIDAD, S.A.
NAME AND PRINCIPAL ADDRESS POSITION
-------------------------- --------
FELICIA L. BELLOWS (f) D
MARIANO F. GRONDONA (j) D,S
RICHARD J. PERSHING (h) D,P
S. MARCE FULLER (h) D
JOSE MARTINEZ DE HOZ (j) D
GEORGE VOLLAND (j) D
SEI Y ASOCIADOS DE ARGENTINA, S.A..
NAME AND PRINCIPAL ADDRESS POSITION
-------------------------- --------
JUAN CARLOS APOSTOLO (j) D
FELICIA L. BELLOWS (f) D
THOMAS G. BOREN (h) D
PETER J. DAVENPORT (j) D
MARIANO F. GRONDONA (j) D,S
RICHARD J. PERSHING (h) D,P
WILLIAM L. WESTBROOK (f) D
FELIPE MARIA CASTRO CRANWELl (j) D
PAUL J. DENICOLA (f) D
H. ALLEN FRANKLIN (g) D
S. MARCE FULLER (h) D
JOSE MARTINEZ DE HOZ (j) D
RICARDO URBANO SIRL (j) D
GEORGE VOLLAND (j) D
HIDROELECTRICA ALICURA, S.A.
NAME AND PRINCIPAL ADDRESS POSITION
-------------------------- --------
FELICIA L. BELLOWS (f) D
FRANCISCO J. M. COSTA (j) D
PETER J. DAVENPORT (j) D
ALFREDO A. ESTEVEZ (j) D
MARIANO F. GRONDONA (j) D,S
RONALD E. LEGGETT (b) D,VP
FABIO J. OLIVERA (j) D
RICHARD J. PERSHING (h) D,P
JUAN CARLOS APOSTOLO (j) D
THOMAS G. BOREN (h) D
MATIAS BOURDIEU (j) D
S. MARCE FULLER (h) D
NORBERTO A. LEMBO (j) D
ALFREDO RICARDO PUJANTE (j) D
M. STUART SUTHERLAND D
600 Peachtree Street, N.E., Suite 5200
Atlanta, Georgia 30308-2216
GEORGE VOLLAND (j) D
SEIH-III
NAME AND PRINCIPAL ADDRESS POSITION
-------------------------- --------
JAMES A. WARD (h) D,P
TOMMY CHISHOLM (f) S,T
SEI CHILE, S.A.
NAME AND PRINCIPAL ADDRESS POSITION
-------------------------- --------
KERRY E. ADAMS (b) D
RICHARD J. PERSHING (h) D,P
PASTOR SANJURJO D
c/o Carey & Co.
Miraflores 222, Piso 24
Santiago T, Chile
JORGE CARELY TAGLE D
c/o Carey & Co.
Miraflores 222, Piso 24
Santiago T. Chile
</TABLE>
12
<PAGE> 14
ITEM 6. OFFICERS AND DIRECTORS.
PART I. (CONTINUED)
<TABLE>
<CAPTION>
SEI CHILE, S.A. (CONTINUED)
NAME AND PRINCIPAL ADDRESS POSITION
-------------------------- --------
<S> <C>
RICARDO PENA VIAL D
c/o Carey & Co.
Mirafloes 222, Piso 24
Santiago T. Chile
EDUARDO ZUNIGA P. D
c\o Carey & Co.
Miraflores 222, Piso 24
Santiago, Chile
SEIH-IV
NAME AND PRINCIPAL ADDRESS POSITION
-------------------------- --------
JAMES A. WARD (h) D,P
TOMMY CHISHOLM (f) S,T
SEI BAHAMAS PIEDRA DEL AGUILLA ELECTRICITY, INC.
NAME AND PRINCIPAL ADDRESS POSITION
-------------------------- --------
JAMES A. WARD (h) D,P
TOMMY CHISHOLM (f) S,T
SEI BAHAMAS PIEDRA DEL AGUILLA, INC.
NAME AND PRINCIPAL ADDRESS POSITION
-------------------------- --------
JAMES A. WARD (h) D,P
TOMMY CHISHOLM (f) S,T
SEI INVERSORA, S.A..
NAME AND PRINCIPAL ADDRESS POSITION
-------------------------- --------
ALAN ARNTSEN (j) P,S
INVERSORES DE ELECTRICIDAD, S.A.
NAME AND PRINCIPAL ADDRESS POSITION
-------------------------- --------
ALAN ARNTSEN (j) D,P
SEBH
NAME AND PRINCIPAL ADDRESS POSITION
-------------------------- --------
KERRY E. ADAMS (b) D
THOMAS G. BOREN (h) D,P
R. SAM SHEPARD, JR. (h) D,VP
RONALD E. LEGGETT (b) VP
TOMMY CHISHOLM (f) S
WILLIAM A. MANER, III (f) T
SOUTHERN ELECTRIC BAHAMAS,
LTD.
NAME AND PRINCIPAL ADDRESS POSITION
-------------------------- --------
KERRY E. ADAMS (b) D
THOMAS G. BOREN (h) D,P
R. SAM SHEPARD, JR. (h) D,VP
RONALD E. LEGGETT (b) VP
TOMMY CHISHOLM (f) S
WILLIAM A. MANER, III (f) T
FREEPORT POWER COMPANY
LIMITED
NAME AND PRINCIPAL ADDRESS POSITION
-------------------------- --------
THOMAS G. BOREN (h) D
JACK A. HAYWARD D
P. O. Box F-340939
Coral Gables, FL 33114
RONALD E. LEGGETT (b) D,VP
ALBERT J. MILLER D
P. O. Box F-340939
Coral Gables 33114
RICHARD T. PITTENGER (h) D
R. SAM SHEPARD, JR. (h) D
EDWARD P. ST. GEORGE D
P. O. Box F-340939
Coral Gables, FL 33114
KENNETH F. ROSANSKI P,CEO
P. O. Box F-340939
Coral Gables, FL 33114
WILLIAM A. MANER, III (f) VP,CFO
IAN O. BARRY VP,T
P. O. Box F-340939
Coral Gables, FL 33114
WILLIE A. M. MOSS VP,S
P.O. Box F-340939
Coral Gables, FL 33114
SEWG
NAME AND PRINCIPAL ADDRESS POSITION
-------------------------- --------
KERRY E. ADAMS (b) D
THOMAS G. BOREN (h) D,P
TRAVIS J. BOWDEN (a) D
PAUL J. DENICOLA (f) D
H. ALLEN FRANKLIN (g) D
WILLIAM L. WESTBROOK (f) D
RAYMOND D. HILL (h) VP
RONALD E. LEGGETT (b) VP
RICHARD J. PERSHING (h) VP
R. SAM SHEPARD (h) VP
TOMMY CHISHOLM (f) S
WILLIAM A. MANER, III (f) T
</TABLE>
13
<PAGE> 15
ITEM 6. OFFICERS AND DIRECTORS. PART II. FINANCIAL CONNECTIONS.
<TABLE>
<CAPTION>
NAME OF OFFICER NAME AND LOCATION POSITION HELD IN APPLICABLE
OR DIRECTOR OF FINANCIAL INSTITUTION FINANCIAL INSTITUTION EXEMPTION RULE
- -------------------- ------------------------------------ --------------------- --------------
RULE NO. 70
SUBDIVISION
<S> <C> <C> <C>
EDWARD L. ADDISON Wachovia Corporation of Georgia,
Atlanta, Georgia Director (a);(c);(e);(f)
Wachovia Bank of Georgia, N.A.
Atlanta, GA Director (a);(c);(e);(f)
WHIT ARMSTRONG The Citizens Bank Chief Executive (c)
Enterprise, AL Officer,
Chairman of the
Board and President
BENNETT A. BROWN NationsBank Corporation, Atlanta, GA Chairman of the Board (c)
WILLIAM P. COPENHAVER Georgia Bank & Trust Company Director (a);(c)
Augusta, GA
W. ROY CROW Barbour County Bank, Eufaula, AL Director (f)
A. W. DAHLBERG Trust Company Bank of Georgia Director (a);(c)
Atlanta, GA
Trust Company Bank, Atlanta, GA Director (a);(c)
BRIAN R. FOSTER NationsBank, Atlanta, GA Executive Vice (c)
President
NationsBank, Savannah, GA President and Chief
Executive Officer
(Savannah (c)
operations)
H. ALLEN FRANKLIN SouthTrust Bank, Birmingham, AL Director (c)
ROBERT S. GADDIS Trustmark National Bank-, President (c);(g)
Laurel, MS
PETER V. GREGERSON, SR. AmSouth Bank, Gadsden, AL Director (c)
L. G. HARDMAN, III First Commerce Bancorp, Chairman of the Board
Commerce, GA and Chief Executive
Officer (c);(g)
First National Bank of Commerce, Chairman of the
Commerce, GA Board (c);(g)
ELMER B. HARRIS AmSouth Bancorporation, Director (a);(c);(e);(f)
Birmingham, AL
AmSouth Bank, N.A., Birmingham, AL Director (a);(c);(e);(f)
JOHN E. HODGES, JR. Citizens and Peoples National Bank, Director (f)
Pensacola, FL
W. D. HULL Sun Bank/West Florida, President and Chief
Panama City, FL Executive Officer (c)
CARL E. JONES First Alabama Bank, Mobile, AL Chairman and Chief
Executive Officer (c)
J. BRUCE JONES Compass Bank, Mobile, AL Director (f)
JAMES R. LIENTZ, JR. NationsBank of Georgia, N.A., Atlanta, GA Director (c)
WALLACE D. MALONE SouthTrust Corporation, Birmingham, AL Chairman of the Board
and Chief Executive
Officer (c)
Wiregrass Bancorporation, Dothan, AL Director (c)
First National Bank of Ashford, Ashford, AL Director (c)
JOHN T. PORTER Citizens Federal Bank, Birmingham, AL Director (c)
</TABLE>
14
<PAGE> 16
ITEM 6. OFFICERS AND DIRECTORS. PART II. FINANCIAL CONNECTIONS. (CONTINUED)
<TABLE>
<CAPTION>
NAME OF OFFICER NAME AND LOCATION POSITION HELD IN APPLICABLE
OR DIRECTOR OF FINANCIAL INSTITUTION FINANCIAL INSTITUTION EXEMPTION RULE
- -------------------- -------------------------------------- --------------------- --------------
RULE NO. 70
SUBDIVISION
<S> <C> <C> <C>
GERALD H. POWELL SouthTrust Bank, Anniston, AL Director (c)
G. JOSEPH PRENDERGAST Wachovia Bank of Georgia, Atlanta, GA President and Chief
Executive Officer (c)
WILLIAM J. RUSHTON, III AmSouth Bancorporation, Birmingham, AL Director (a);(c)
AmSouth Bank, N.A., Birmingham, AL Director (a);(c)
HERMAN J. RUSSELL Citizens Trust Bank, Atlanta, GA Chairman of the
Board (c)
Wachovia Corporation of Georgia, Director (c)
Atlanta, GA
Wachovia Bank of Georgia, N.A., Director (c)
Atlanta, GA
GLORIA M. SHATTO NationsBank Georgia Corporation, Director (a);(c)
Atlanta, GA
NationsBank of Georgia, N.A. Director (a);(c)
WILLIAM R. SMITH SouthTrust Bank of Calhoun County, N.A.
Anniston, AL Director (f)
HERBERT STOCKHAM SouthTrust Bank, Birmingham, AL Director (a);(c)
SouthTrust Corporation, Director (c)
Birmingham, AL
J. K. TANNEHILL Sun Bank/West Florida, Panama Director (c)
City, FL
ARNOLD TENENBAUM First Union National Bank of Georgia, Director (c)
Atlanta, GA
First Union National Bank of Savannah, Director (c)
Savannah, GA
ANTHONY J. TOPAZI AmSouth Bank, N.A., Tuscaloosa, AL Director (f)
N. EUGENE WARR First Jefferson Corporation, Biloxi, MS Chairman of (c)
Board
Jefferson Bank of Biloxi, Biloxi, MS Vice Chairman of the (c)
Board
CLYDE H. WOOD SouthTrust Bank, N.A., Director (f)
Montgomery, AL
JOHN W. WOODS AmSouth Bancorporation, Chairman of the (c)
Birmingham, AL Board
AmSouth Bank, N.A., Birmingham, AL and Chief Executive (c)
Officer of both
institutions and
President of AmSouth
Bank
</TABLE>
15
<PAGE> 17
ITEM 6. EXECUTIVE COMPENSATION. PART III.
(A) SUMMARY COMPENSATION TABLES. The following tables set forth
information concerning any Chief Executive Officer and the four most highly
compensated executive officers for SCS, SEI and SOUTHERN NUCLEAR serving as of
December 31, 1993, as defined by the Securities and Exchange Commission.
ALABAMA, GEORGIA, GULF, MISSISSIPPI AND SAVANNAH are incorporated by reference
to page numbers III-13 through III-18 in the system's combined SOUTHERN Form
10-K for the year ended December 31, 1993. The number of SOUTHERN common
shares do not reflect the stock distribution resulting from the two-for-one
common stock split approved by SOUTHERN's board of directors in January 1994.
KEY TERMS USED IN THIS ITEM WILL HAVE THE FOLLOWING MEANINGS:-
ESP . . . . . . . . . . . . . . . . . . . EMPLOYEE SAVINGS PLAN
ESOP . . . . . . . . . . . . . . . . . . EMPLOYEE STOCK OWNERSHIP PLAN
SBP . . . . . . . . . . . . . . . . . . . SUPPLEMENTAL BENEFIT PLAN
VBP . . . . . . . . . . . . . . . . . . . VEHICLE BUYOUT PROGRAM
SOUTHERN
Incorporated by reference to "Summary Compensation Table" under Election Of
Directors of SOUTHERN's definitive Proxy Statement relating to 1994 annual
meeting of stockholders.
SCS
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
NUMBER OF
SECURITIES LONG-
NAME UNDERLYING TERM
AND OTHER ANNUAL STOCK INCENTIVE ALL OTHER
PRINCIPAL COMPENSATION OPTIONS PAYOUTS COMPENSATION
POSITION YEAR SALARY($) BONUS($) ($)1 (SHARES) ($)2 ($)3
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
EDWARD L. ADDISON
Chairman of 1993 734,714 148,118 9,527 23,559 339,714 47,909
Executive Committee 1992 696,526 176,331 4,255 26,313 262,579 38,072
Director 1991 645,422 104,406 - 31,817 221,987 -
H. A. FRANKLIN
President, 1993 365,000 73,584 16,438 11,074 140,650 37,298
Chief Executive 1992 328,198 84,096 2,704 9,683 90,200 17,669
Officer, Director 1991 288,332 43,853 - 10,559 64,899 -
PAUL J. DENICOLA 1993 313,970 63,641 6,832 7,498 132,986 24,436
Executive Vice 1992 272,246 70,272 3,022 8,091 79,519 14,341
President, Director 1991 238,766 33,666 - 8,685 44,431 -
</TABLE>
16
<PAGE> 18
SCS
SUMMARY COMPENSATION TABLE
(CONTINUED)
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
NUMBER OF
SECURITIES LONG-
NAME UNDERLYING TERM
AND OTHER ANNUAL STOCK INCENTIVE ALL OTHER
PRINCIPAL COMPENSATION OPTIONS PAYOUTS COMPENSATION
POSITION YEAR SALARY($) BONUS($) ($)1 (SHARES) ($)2 ($)3
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
BILL M. GUTHRIE 1993 275,185 32,967 14,117 6,524 64,959 32,890
Executive Vice 1992 264,822 36,752 1,069 7,371 45,726 14,148
President 1991 245,491 35,510 - 6,402 34,866 -
W. L. WESTBROOK 1993 219,354 27,793 16,864 3,919 69,484 30,153
Executive Vice 1992 205,634 29,091 1,279 4,296 53,706 11,337
President 1991 196,168 22,701 - 5,349 42,690 -
</TABLE>
1 Tax reimbursements by SCS on certain personal benefits. In accordance
with the transition rules of the SEC, information for 1991 is omitted.
2 Payouts made in 1992, 1993 and 1994 for the four-year performance periods
ending December 31, 1991, 1992 and 1993.
3 SCS contributions to the ESP, ESOP, non-pension related accruals
under the SBP (ERISA excess plan under which accruals are made to offset
Internal Revenue Code imposed limitations under the Employee Savings and
Stock Ownership Plans), and a VBP respectively, for the following:
ESP ESOP SBP VBP
---- ---- --- ---
E. L. Addison $7,672 $1,709 $31,328 $ 7,200
H. A. Franklin 8,380 1,709 9,209 18,000
P. J. DeNicola 6,745 1,709 8,296 7,686
B. M. Guthrie 6,745 1,709 6,436 18,000
W. L. Westbrook 7,856 1,709 2,588 18,000
In accordance with the transition rules of the SEC, information for 1991 is
omitted.
17
<PAGE> 19
SEI
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
NUMBER OF
SECURITIES LONG-
NAME UNDERLYING TERM
AND OTHER ANNUAL STOCK INCENTIVE ALL OTHER
PRINCIPAL COMPENSATION OPTIONS PAYOUTS COMPENSATION
POSITION YEAR SALARY($) BONUS($) ($)4 (SHARES) ($)5 ($)6
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
THOMAS G. BOREN 1993 196,106 100,698 21,389 3,559 - 23,984
President, 1992 195,640 49,400 469 3,938 - 2,308
Director 1991 - - - - - -
RAYMOND D. HILL 1993 169,525 48,750 13,034 - - 18,000
Vice President 1992 - - - - - -
1991 - - - - - -
RICHARD J. PERSHING 1993 138,068 52,150 13,718 - - 25,491
Vice President 1992 149,426 23,000 4,560 - - 7,020
1991 - - - - - -
R. SAM SHEPARD, JR. 1993 137,363 43,400 13,034 - - 27,590
Vice President 1992 118,971 26,000 - - - 6,941
1991 - - - - - -
RONALD E. LEGGETT 1993 125,382 15,444 13,697 - 3,048 19,470
Vice President 1992 - - - - - -
1991 - - - - - -
</TABLE>
4 Tax reimbursement by SEI on certain personal benefits. In accordance
with the transition rules of the SEC, information for 1991 is omitted.
5 Employees of SEI are not eligible for these payouts.
6 SEI contributions to the ESP, ESOP, non-pension related accruals under
the SBP (ERISA excess plan under which accruals are made to offset Internal
Revenue Code imposes limitations under the Employee Savings and Stock Ownership
Plans), and payouts under a VBP respectively, for the following:
ESP ESOP VBP
---- ---- ---
T. G. Boren $4,532 $1,452 $18,000
R. D. Hill - - 18,000
R. J. Pershing 6,213 1,278 18,000
R. S. Shepard 6,186 3,404 18,000
R. E. Leggett 569 901 18,000
In accordance with the transition rules of the SEC, information for 1991 is
omitted.
18
<PAGE> 20
SOUTHERN NUCLEAR
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
NUMBER OF
SECURITIES LONG-
NAME UNDERLYING TERM
AND OTHER ANNUAL STOCK INCENTIVE ALL
PRINCIPAL COMPENSATION OPTIONS PAYOUTS OTHER
POSITION YEAR SALARY($) BONUS($) ($)7 (SHARES) ($)8 COMPENSATION
($)9
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
W. G. HAIRSTON, III
President and Chief 1993 234,454 53,202 15,925 5,891 54,126 30,475
Executive Officer 1992 198,392 27,990 34,425 4,207 37,320 10,697
1991 178,842 19,832 - 5,012 29,107 -
JACKIE D. WOODARD
Executive Vice 1993 164,282 30,900 12,715 3,181 24,252 26,707
President 1992 141,834 17,520 190 - 15,574 7,596
1991 134,186 14,357 - - 12,359 -
J. THOMAS BECKHAM 1993 146,796 18,134 13,402 - 20,149 25,852
Vice President 1992 141,229 19,467 176 - 15,574 8,484
1991 131,158 13,793 - - 14,426 -
C. KENNETH MCCOY 1993 146,159 18,806 13,827 - 20,149 25,760
Vice President 1992 137,934 18,169 808 - 15,574 7,386
1991 127,364 13,793 - - 9,874 -
JAMES W. AVERETT 1993 135,350 17,339 13,172 - 14,326 25,239
Vice President 1992 131,566 15,556 3,762 - 12,574 7,825
1991 113,217 15,031 - - 11,898 -
ROBERT P. MCDONALD(10)
President, 1993 135,462 23,293 - - 74,894 6,755
Chief Executive 1992 289,391 51,238 844 8,226 64,695 15,354
Officer, Director 1991 254,791 33,869 - 9,704 48,421 -
</TABLE>
7 Tax reimbursement by SOUTHERN NUCLEAR on certain personal benefits,
including initiation fees of $29,750 for Mr. Hairston. In accordance with the
transition rules of the SEC, information for 1991 is omitted.
8Payouts made in 1992, 1993 and 1994 for the four-year performance periods
ending December 31, 1991, 1992 and 1993, respectively.
9SOUTHERN NUCLEAR contributions to the ESP, ESOP, non-pension related
accruals under the SBP (ERISA excess plan under which accruals are made to
offset Internal Revenue Code imposed limitations under the Employee Savings and
Stock Ownership Plans), and payouts under a VBP, respectively, for the
following:
<TABLE>
<CAPTION>
ESP ESOP SBP VBP
---- ---- --- ---
<S> <C> <C> <C> <C>
W. G. Hairston, III $8,100 $1,709 $2,666 $18,000
J. D. Woodard 6,999 1,258 450 18,000
J. T. Beckham 6,604 1,248 - 18,000
C. K. McCoy 6,574 1,186 - 18,000
J. W. Averett 6,095 1,144 - 18,000
R. P. McDonald 5,681 - 1,074 -
</TABLE>
In accordance with the transition rules of the SEC, information for 1991 is
omitted.
(10) Retired effective June 1, 993.
19
<PAGE> 21
STOCK OPTION GRANTS IN 1993
STOCK OPTION GRANTS. The following table sets forth all stock option
grants to the named executive officers of each operating subsidiary during the
year ending December 31, 1993. ALABAMA, GEORGIA, GULF, MISSISSIPPI AND
SAVANNAH are incorporated by reference to page numbers III-19 through III-20 in
the system's combined SOUTHERN Form 10-K for the year ended December 31, 1993.
The number of SOUTHERN common shares shown and the per share exercise price and
market price do not reflect the stock distribution resulting from the
two-for-one common stock split approved by SOUTHERN's board of directors in
January, 1994.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS GRANT DATE VALUE
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS EXERCISE
SHARE GRANTED TO OR
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION GRANT DATE
NAME GRANTED11 FISCAL YEAR12 ($/Sh)11 DATE11 PRESENT VALUE($)13
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SCS
E. L. Addison 23,559 13% $42.4375 03/01/1998 $91,880
H. A. Franklin 11,704 7% $42.4375 07/19/2003 47,167
P. J. DeNicola 7,498 4% $42.4375 07/19/2003 30,217
B. M. Guthrie 6,524 4% $42.4375 06/01/2000 27,401
W. L. Westbrook 3,919 2% $42.4375 07/19/2003 15,794
SEI
T. G. Boren 3,559 2% $42.4375 07/19/2003 14,343
R. D. Hill - - - - -
R. J. Pershing - - - - -
R. S. Shepard - - - - -
R. E. Leggett - - - - -
SOUTHERN NUCLEAR
W. G. Hairston, III 5,891 3% $42.4375 07/19/2003 23,741
J. D. Woodard 3,181 2% $42.4375 07/19/2003 12,819
J. T. Beckham - - - - -
C. K. McCoy - - - - -
J. W. Averett - - - - -
</TABLE>
11Grants were made on July 19, 1993, and vest 25% per year on the
anniversary date of the grant. Grants fully vest upon termination incident to
death, disability, or retirement. The exercise price is the average of the
high and low fair market value of SOUTHERN's common stock on the date granted.
In accordance with the terms of the Executive Stock Plan, Mr. Addison's
unexercised options expire on March 1, 1998, three years after his normal date
of retirement and Mr. Guthrie's unexercised options expire on June 1, 2000,
three years after his normal date of retirement.
12A total of 179,746 stock options were granted in 1993 to key executives
participating in SOUTHERN's Executive Stock Plan.
13Based on the Black-Scholes option valuation model. The actual value,
if any, an executive officer may realize ultimately depends on the market
value of SOUTHERN's common stock at a future date. There is no assurance that
the value realized will be at or near the value estimated by the Black-Scholes
model. Assumptions used to calculate this value: price volatility - 12.45%;
risk- free rate of return - 5.81%; dividend yield - 5.37%; and time to
exercise - ten years.
20
<PAGE> 22
AGGREGATED STOCK OPTION EXERCISES IN 1993 AND YEAR-END OPTION VALUES
AGGREGATED STOCK OPTION EXERCISES. The following table sets forth
information concerning options exercised during the year ending December 31,
1993, by the named executive officers and value of unexercised options held by
them as of December 31, 1993. ALABAMA, GEORGIA, GULF, MISSISSIPPI AND SAVANNAH
are incorporated by reference to page numbers III-21 through III-22 in the
system's combined SOUTHERN Form 10-K for the year ended December 31, 1993. The
number of SOUTHERN comon shares shown and the per share exercise price and
market price do not reflect the stock distribution resulting from the
two-for-one common stock split approved by SOUTHERN's board of directors in
January, 1994.
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
YEAR-END (#) YEAR-END($)14
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED($)15 UNEXERCISABLE UNEXERCISABLE
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SCS
E. L. Addison - - 86,357/67,436 1,532,755/615,363
H. A. Franklin - - 9,522/26,929 143,378/215,484
P. J. DeNicola 13,492 200,555 0/19,444 0/161,552
B. M. Guthrie - - 15,720/16,943 262,109/139,814
W. L. Westbrook 2,410 42,978 2,411/11,238 30,502/103,354
SEI
T. G. Boren 7,883 129,542 984/9,715 7,811/84,809
R. D Hill - - - -
R. J. Pershing - - - -
R. S. Shepard - - - -
R. E. Leggett - - - -
SOUTHERN NUCLEAR
W. G. Hairston, III 3,437 58,751 1,051/12,847 8,342/100,932
J. D. Woodard - - - -
J. T. Beckham - - - -
C. K. McCoy - - - -
J. W. Averett - - - -
</TABLE>
14 This represents the excess of the fair market value as of December 31,
1993, of the option shares over exercise price of the options. One column
reports the "value" of options that are vested and therefore could be
exercised; the other "value" of options that are not vested and therefore
could not be exercised as of December 31, 1993.
15 The "Value Realized" is ordinary income, before taxes, and represents
the amount equal to the excess of the fair market value of the shares at the
time of exercise over the exercise price.
21
<PAGE> 23
LONG-TERM INCENTIVE PLANS-AWARDS IN 1993
Long-Term Incentive Awards. The following table sets forth the
long-term incentive plan awards made to the named executive officers for the
performance period January 1, 1993 through December 31, 1995. ALABAMA,
GEORGIA, GULF, MISSISSIPPI and SAVANNAH are incorporated by reference to page
numbers III-23 through III-24 in the system's combined SOUTHERN Form 10-K for
the year ended December 31, 1993
<TABLE>
<CAPTION>
Estimated Future Payouts under
Non-Stock Price-Based Plans
------------------------------
Number Performance or
of Other Period
Units Until Maturation Threshold Target Maximum
Name (#)16 or Payout ($)17 ($)17 ($)17
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SCS
E. L. Addison 383,976 4 years 191,988 383,976 479,970
H. A. Franklin 226,663 4 years 113,332 226,663 283,329
P. J. DeNicola 181,621 4 years 90,811 181,621 227,026
B. M. Guthrie 85,990 4 years 42,995 85,990 107,488
W. L. Westbrook 78,536 4 years 39,268 78,536 98,170
SEI 18
T. G. Boren - - - - -
R. D. Hill - - - - -
R. J. Pershing - - - - -
R. S. Shepard - - - - -
R. E. Leggett 22,774 4 years 11,387 22,774 28,468
SOUTHERN NUCLEAR
W. G. Hairston, III 128,977 4 years 64,489 128,977 161,221
J. D. Woodard 54,574 4 years 27,287 54,574 68,218
J. T. Beckham 22,774 4 years 11,387 22,774 28,468
C. K. McCoy 22,774 4 years 11,387 22,774 28,468
J. W. Averett 13,999 4 years 7,000 13,999 17,499
</TABLE>
16 A performance unit is a method of assigning a dollar value to a
performance award opportunity. The actual number of units granted to a
participant will be based on an award percentage of an individual's base salary
range control mid-point over the performance period. For illustration
purposes, the base salary range mid-points have been projected at a four
percent growth rate for the four-year term.
17 The threshold, target, and maximum value of a unit is $0.50, $1.00, and
$1.25, respectively, and can vary based on SOUTHERN's return on common equity
relative to a selected group of electric and gas utilities in the Southeastern
United States. If certain minimum performance relative to the selected group
is not achieved, there will be no payout; nor is there a payout if the current
earnings of SOUTHERN are not sufficient to fund the dividend rate paid in the
last calendar year. All awards are payable in cash at the end of the
performance period.
18 SEI employees are not eligible. Mr. Leggett is an employee of GEORGIA.
22
<PAGE> 24
ITEM 6. OFFICERS AND DIRECTORS.
PART III.
(B) STOCK OWNERSHIP. The following tables show the number of shares of
SOUTHERN common stock and preferred stock owned by the directors, nominees and
executive officers as of December 31, 1993. It is based on information
furnished to SOUTHERN by the directors, nominees and executive officers. The
shares owned by all directors, nominees and executive officers of each company
as a group constitute less than one percent of the total number of shares of
the respective classes outstanding on December 31, 1993. The number of shares
of SOUTHERN common shares shown do not reflect the stock distribution resulting
from the two-for-one common stock split approved by SOUTHERN's board of
directors in January, 1994.
SOUTHERN
Name of Directors
or Nominees and Number of Shares
Executive Officers Title of Class Beneficially Owned(1)
- ------------------ -------------- ------------------
Incorporated by reference to "Stock Ownership" under ELECTION OF DIRECTORS of
SOUTHERN's definitive Proxy Statement relating to the 1994 annual meeting of
stockholders.
ALABAMA, GEORGIA, GULF, MISSISSIPPI AND SAVANNAH are Incorporated by reference
to page numbers III-30 through III-34 in the system's combined SOUTHERN Form
10-K for the year ended December 31, 1993.
<TABLE>
<CAPTION>
Name of Directors
or Nominees and Number of Shares
Executive Officers Title of Class Beneficially Owned(1)
- ------------------ -------------- ------------------
<S> <C> <C>
SCS
Edward L. Addison SOUTHERN Common 125,032
A. W. Dahlberg SOUTHERN Common 29,287
Paul J. DeNicola SOUTHERN Common 10,846
H. Allen Franklin SOUTHERN Common 19,132
Elmer B. Harris SOUTHERN Common 35,545
W. C. Archer, III SOUTHERN Common 6,382
B. M. Guthrie SOUTHERN Common 23,003
R. R. Todd SOUTHERN Common 8,699
M. E. Wade, Jr. SOUTHERN Common 14,515
W. L. Westbrook SOUTHERN Common 23,516
The directors, nominees
and executive officers
of SCS as a Group SOUTHERN Common 286,436 shares
</TABLE>
23
<PAGE> 25
ITEM 6. OFFICERS AND DIRECTORS.
PART III.
(B) STOCK OWNERSHIP. (CONTINUED)
<TABLE>
<CAPTION>
Name of Directors
or Nominees and Number of Shares
Executive Officers Title of Class Beneficially Owned(1)(2)
- ------------------ -------------- ------------------
<S> <C> <C>
SDIG
Travis J. Bowden SOUTHERN Common 16,185
Paul J. DeNicola SOUTHERN Common 10,846
H. Allen Franklin SOUTHERN Common 19,132
W. L. Westbrook SOUTHERN Common 23,516
The directors, nominees
and executive officers
of SIG as a Group SOUTHERN Common 69,679 shares
SEGCO
Kerry E. Adams SOUTHERN Common 8,963
GEORGIA Preferred 200
Travis J. Bowden SOUTHERN Common 16,185
Robert L. Boyer SOUTHERN Common 17,825
A. W. Dahlberg SOUTHERN Common 29,287
H. Allen Franklin SOUTHERN Common 19,132
Bill M. Guthrie SOUTHERN Common 23,003
Elmer B. Harris SOUTHERN Common 35,545
Warren Y. Jobe SOUTHERN Common 12,824
GEORGIA Preferred 203
T. Harold Jones SOUTHERN Common 21,029
The directors, nominees
and executive officers
of SEGCO as a Group SOUTHERN Common 183,793 shares
GEORGIA Preferred 403 shares
</TABLE>
24
<PAGE> 26
ITEM 6. OFFICERS AND DIRECTORS.
PART III.
(B) STOCK OWNERSHIP. (CONTINUED)
<TABLE>
<CAPTION>
Name of Directors
or Nominees and Number of Shares
Executive Officers Title of Class Beneficially Owned(1)(2)
- ------------------ -------------- ------------------
<S> <C> <C>
SEI
Kerry E. Adams SOUTHERN Common 8,963
GEORGIA Preferred 200
Thomas G. Boren SOUTHERN Common 4,610
Travis J. Bowden SOUTHERN Common 16,185
Paul J. DeNicola SOUTHERN Common 10,846
H. Allen Franklin SOUTHERN Common 19,132
W. L. Westbrook SOUTHERN Common 23,516
K. W. Duvall SOUTHERN Common 3,480
Ronald E. Leggett SOUTHERN Common 6,813
R. J. Pershing SOUTHERN Common 7,099
R. S. Shepard, Jr. SOUTHERN Common 4,551
The directors, nominees
and executive officers
of SEI as a Group SOUTHERN Common 105,195 shares
GEORGIA Preferred 200 shares
SOUTHERN NUCLEAR
Edward L. Addison SOUTHERN Common 125,032
A. W. Dahlberg SOUTHERN Common 29,287
H. Allen Franklin SOUTHERN Common 19,132
W. G. Hairston, III SOUTHERN Common 8,420
Elmer B. Harris SOUTHERN Common 35,545
</TABLE>
25
<PAGE> 27
ITEM 6. OFFICERS AND DIRECTORS.
PART III.
(B) STOCK OWNERSHIP. (CONTINUED)
<TABLE>
<CAPTION>
Name of Directors
or Nominees and Number of Shares
Executive Officers Title of Class Beneficially Owned(1)(2)
- ------------------ -------------- ------------------
SOUTHERN NUCLEAR (Continued)
<S> <C> <C>
J. W. Averett SOUTHERN Common 8,358
J. T. Beckham, Jr. SOUTHERN Common 26,965
L. B. Long SOUTHERN Common 9,315
C. K. McCoy SOUTHERN Common 1,075
J. O. Meier SOUTHERN Common 4,633
David N. Morey SOUTHERN Common 5,546
J. D. Woodard SOUTHERN Common 13,217
The directors, nominees
and executive officers of
SOUTHERN NUCLEAR
as a Group SOUTHERN Common 286,525 shares
VARIOUS SOUTHERN SUBSIDIARIES
Felicia Bellows SOUTHERN Common 291
Marce Fuller SOUTHERN Common 767
Randall E. Harrison SOUTHERN Common 1,196
Mark Lynch SOUTHERN Common 674
Richard Pittenger SOUTHERN Common 202
Kenneth Rosanski SOUTHERN Common 1,700
Pastor Sanjuro SOUTHERN Common 1,718
James A. Ward SOUTHERN Common 1,969
The directors, nominees
and executive officers of
VARIOUS SOUTHERN SUBSIDIARIES
as a Group SOUTHERN Common 8,516 shares
</TABLE>
26
<PAGE> 28
ITEM 6. OFFICERS AND DIRECTORS.
PART III.
Notes to Item 6, Part III(b):
(1) As used in these tables, "beneficial ownership" means the sole or shared
power to vote, or to direct the voting of, a security and/or investment
power with respect to a security (i.e., the power to dispose of, or to
direct the disposition of, a security).
(2) The shares shown include shares of common stock of which certain directors
and officers have the right to acquire beneficial ownership within 60 days
pursuant to the Executive Stock Option Plan, as follows: Mr. Addison,
86,357 shares; Mr. Boren, 984 shares; Mr. Bowden, 5,763 shares; Mr.
Dahlberg, 4,278 shares; Mr. Guthrie, 15,720 shares; Mr. Hairston, 1,051
shares; Mr. Harris, 14,215 shares; Mr. Jones, 848 shares; and Mr. Wade,
3,790 shares. Also included are shares of SOUTHERN common stock held by
the spouse of the following directors: Mr. Addison, 635 shares and Mr.
Harris, 155 shares.
(C) TRANSACTIONS WITH MANAGEMENT AND OTHERS.
ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH are incorporated by
reference to page numbers III-36 through III-37 in the SOUTHERN system's
combined Form 10-K for the year ended December 31, 1993.
27
<PAGE> 29
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS.
(1) Expenditures, disbursements or payments, directly or indirectly, in
money, goods or services, to or for the account of any political party,
candidate for public office or holder of such office, or any committee
or agent thereof.
<TABLE>
<CAPTION>
Accounts Charged,
if any, per Books
of Disbursing
Name of Company Name of Recipient or Beneficiary Purpose Company Amount
- --------------- -------------------------------- ------- ------- ------
<S> <C> <C> <C> <C>
None
</TABLE>
ALABAMA, GEORGIA, GULF and MISSISSIPPI have established political action
committees and have incurred certain costs in the administration of these
committees in accordance with the provisions of the Federal Election Campaign
Act and the Public Utility Holding Company Act.
(2) Expenditures, disbursements or payments, directly or indirectly, in
money, goods or services, to or for the account of any citizens group
or public relations counsel.
<TABLE>
<CAPTION>
Accounts Charged,
if any, per Books
of Disbursing
Name of Company Name of Recipient or Beneficiary Purpose Company Amount($)
- --------------- -------------------------------- ------- -------- --------
<S> <C> <C> <C> <C>
ALABAMA Alabama Alliance of Business Industry Dues 426 2,500
American Nuclear Energy Council Dues,Support 517 & 426 78,990
Nuclear Management and Resource Council Dues 524 88,500
U. S. Council for Energy Awareness Dues 426 517,042
Business Council of Alabama Dues, Support 930 & 426 2,550,000
Alabama Civil Justice Reform Committee Dues, Assessment 426 36,000
Birmingham Area Chamber of Commerce Support of Program 426 20,000
Birmingham Ecological Association Support of Program 426 200,000
A+ Coalition for Better Education Support of Program 426 3,125
Nature Conservancy Support of Program N/A 25,000 *
Dues, Support 506,539,
920, 921 & 426 3,500
Cahaba River Society Dues 506,539,
920 & 921 1,000
GEORGIA American Nuclear Energy
Council Dues 524 91,520
Nuclear Management and Resource
Council Dues 524 94,842
U.S. Council for Energy Awareness Dues 524 & 426 590,050
Public Affairs Council Dues 930 1,200
Georgia Council for International Visitors Dues 930 1,200
Georgia Conservancy Support of Program N/A 25,000 **
Nature Conservancy Support of Program N/A 33,333 **
</TABLE>
* Contribution by the Alabama Power Foundation, Inc.
** Contribution by the Georgia Power Foundation, Inc.
28
<PAGE> 30
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS. (CONTINUED)
<TABLE>
<CAPTION>
Accounts Charged,
if any, per Books
of Disbursing
Name of Company Name of Recipient or Beneficiary Purpose Company Amount($)
- --------------- -------------------------------- ------- ------- ---------
<S> <C> <C> <C> <C>
GULF Associated Industries of Florida Membership Dues 930 8,000
Florida Taxwatch, Inc. Support of Program 426 5,000
MISSISSIPPI Business & Industry Political Education
Committee Dues 426 & 930 10,500
U. S. Council for Energy Awareness Dues 426 12,726
American Legislative Exchange Council Support of Program 426 1,000
Mississippi Gulf Coast Economic
Development Dues 426 1,000
Mississippi Economic Council Dues 426 & 930 2,500
National Safety Council Dues 930 1,105
Greater Biloxi Economic Development
Foundation Dues 930 600
Mississippi Business Roundtable Dues 930 5,000
Mississippi Wildlife Federation Dues 930 1,000
Stone County Economic Development
Foundation Dues 930 300
Economic Development Authority of
Jones County Dues 930 2,500
SAVANNAH Committee for Economic Development Support of Program 426 1,000
Georgia Conservancy Support of Program 426 1,000
Georgia Council on Economic Education Support of Program 426 1,500
The Nature Conservancy of Georgia Support of Program 426 5,923
U.S. Council for Energy Awareness Dues 930 6,863
</TABLE>
The information called for by this item was compiled, and memoranda from
each company in the system were received and are being preserved by SOUTHERN,
in accordance with the instructions to this item.
29
<PAGE> 31
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS.
PART I.
<TABLE>
<CAPTION>
In Effect
on Dec. 31
Transactions Serving Company Receiving Company Compensation Contract (Yes or No)
(1) (2) (3) (4) (5) (6)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
(Note) (Note) SEI (Note) (Note) Yes
Sublease of railcars MISSISSIPPI ALABAMA $54,512 Yes
Sublease of railcars MISSISSIPPI GEORGIA $302,081 Yes
Sublease of railcars MISSISSIPPI GULF $132,632 Yes
Sublease of railcars MISSISSIPPI SAVANNAH $45,018 Yes
</TABLE>
Note:
SEI has agreements with SCS, ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH
pursuant to which SEI reimburses each of such companies for the full cost of
services, personnel and facilities provided to SEI. Pursuant to such
agreements, during 1993 SEI reimbursed SCS, ALABAMA, GEORGIA, GULF, MISSISSIPPI
and SAVANNAH $18,513,361; $1,108,389; $3,999,295; $20,661; $120,176 and $0,
respectively.
Part II.
None.
Part III.
SAVANNAH - Lowry Consulting Group, Inc. - Pension Advisors - $40,000 per year.
30
<PAGE> 32
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
<TABLE>
<CAPTION>
PART I (A)
COMPANY, LOCATION AND ADDRESS GENERATION, OWNERSHIP %
TRANSMISSION, OWNED
DISTRIBUTION
GEN TRAN DIST
<S> <C> <C> <C> <C> <C>
1. Southern Electric Bahamas Holdings, Ltd. N/A N/A N/A SOUTHERN 100%
Atlanta, GA
900 Ashwood Parkway, Suite 500
Atlanta, GA 30338
2. Southern Electric Bahamas, Ltd. N/A N/A N/A Southern Electric 100%
Atlanta, GA Bahamas, Holdings,
900 Ashwood Parkway, Suite 500 Ltd.
Atlanta, GA 30338
3. Freeport Power Company, Ltd. Note Note Note Southern Electric 50%
Freeport, Grand Bahamas, Bahamas (1) (1) (1) Bahamas, Ltd
Port Authority Building
P.O. Box F-40888 Third Party 50%
Freeport, Grand Bahamas, Bahamas
4. SEI Operadora del Argentina, S.A. N/A N/A N/A Southern Electric 99.99%
Buenos Aires, Argentina International, Inc.
LN Alem 712 - Piso 7
(1001) Buenos Aires, Argentina SEI Holdings, Inc. .01%
5. SEI Holdings, Inc. N/A N/A N/A SOUTHERN 100%
Atlanta, GA
900 Ashwood Parkway, Suite 500
Atlanta, GA 30338
6. Asociados de Electricidad, S.A. N/A N/A N/A SEI Holdings, Inc. 99.99%
Buenos Aires, Argentina
LN Alem 712 - Piso 7 Third Party .01%
(1001) Buenos Aires, Argentina
7. SEI y Asociados de Argentina, S.A. N/A N/A N/A SEI Holdings, Inc. 80%
Buenos Aires, Argentina Asociados de 14%
LN Alem 712 - Piso 7 Electricidad, S.A.
(1001) Buenos Aires, Argentina Third Party 6%
8. Hidroelectrica Alicura, S.A. Note N/A N/A SEI y Asociados de 59%
Buenos Aires, Argentina (2) Argentina, S.A.
LN Alem 712 - Piso 7
(1001) Buenos Aires, Argentina Third Party 41%
</TABLE>
31
<PAGE> 33
<TABLE>
<CAPTION>
PART I (A)
COMPANY, LOCATION AND ADDRESS GENERATION, OWNERSHIP %
TRANSMISSION, OWNED
DISTRIBUTION
GEN TRAN DIST
<S> <C> <C> <C> <C> <C>
9. SEI Holdings III, Inc. N/A N/A N/A SOUTHERN 100%
Atlanta, GA
900 Ashwood Parkway, Suite 500
Atlanta, GA 30338
10. SEI Chile, S.A. N/A N/A N/A SEI Holdings III, Inc. 99.9%
Las Condes, Chile
Apoquindo 3721 Third Party .1%
Oficina 114
Edificic "Torre Las Condes"
Las Condes, Chile
11. Empresa Electrica del Norte Grande, S.A. Note Note N/A SEI Chile, S.A. 38.52%
Antofagasta, Chile (3) (3)
Avenida Grecia 750 Third Parties 61.48%
Casilla 1290
Antofagasta, Chile
12. SEI Holdings IV, Inc. N/A N/A N/A SOUTHERN 100%
Atlanta, GA
900 Ashwood Parkway, Suite 500
Atlanta, GA 30338
13. Tesro Holding, B.V. N/A N/A N/A SEI Holdings IV, Inc. 100%
Amsterdam, The Netherlands
Hoekenrode 6-8
1102 BR Amsterdam
The Netherlands
14. SEI Bahamas Piedra del Aguila Electricity, Inc. N/A N/A N/A SEI Holdings IV, Inc. 100%
Atlanta, GA
900 Ashwood Parkway, Suite 500
Atlanta, GA 30338
15. SEI Bahamas Piedra del Aguila, Inc. N/A N/A N/A SEI Holdings IV, Inc. 100%
Atlanta, GA
900 Ashwood Parkway, Suite 500
Atlanta, GA 30338
16. Inversores de Electricidad, S.A. N/A N/A N/A SEI Holdings IV, Inc. 99.99%
Buenos Aires, Argentina
LN Alem 712 - Piso 7 Third Party .01%
(1001) Buenos Aires, Argentina
</TABLE>
32
<PAGE> 34
<TABLE>
<CAPTION>
PART I (A)
COMPANY, LOCATION AND ADDRESS GENERATION, OWNERSHIP %
TRANSMISSION, OWNED
DISTRIBUTION
GEN TRAN DIST
<S> <C> <C> <C> <C> <C>
17. SEI Inversora, S.A. N/A N/A N/A SEI Bahamas Piedra 67.5%
Buenos Aires, Argentina del Aguila, Inc.
LN Alem 712 - Piso 7 Inversores de 15%
Electricidad, S.A.
(1001) Buenos Aires, Argentina Third Party 17.5%
18. Southern Electric Wholesale Generators, Inc. N/A N/A N/A SOUTHERN 100%
Atlanta, GA
900 Ashwood Parkway, Suite 500
Atlanta, GA 30338
19. Birchwood Development Corp. N/A N/A N/A Southern Electric 100%
Atlanta, GA Wholesale Generators,
900 Ashwood Parkway, Suite 500 Inc.
Atlanta, GA 30338
20. SEI Birchwood, Inc. N/A N/A N/A Southern Electric 100%
Atlanta, GA Wholesale Generators,
900 Ashwood Parkway, Suite 500 Inc.
Atlanta, GA 30338
21. SEI Hawaiian Cogenerators, Inc. N/A N/A N/A Southern Electric 100%
Atlanta, GA Wholesale Generators,
900 Ashwood Parkway, Suite 500 Inc.
Atlanta, GA 30338
22. Birchwood Power Partners, L.P. Note N/A N/A SEI Birchwood, Inc. 98%
Atlanta, GA (4)
900 Ashwood Parkway, Suite 500 Birchwood Develop- 2%
Atlanta, GA 30338 ment Corp.
23. Kalaeloa Partners, L.P. Note N/A N/A Hawaiian 33.33%
Kapolei, HI (5) Cogenerators, Inc.
91-111C Kalaeloa Boulevard
Kapolei, HI 96707
</TABLE>
33
<PAGE> 35
PART I (A)
Note (1) The Freeport generating facility consists of three oil-fired steam
turbines (one each 15 MW, 18.75 MW, and 39 MW) and two
distillate-fired gas turbines (one each 15 MW and 23 MW). The 72
kilometers of 69 kV transmission lines and 1,015 kilometers of 12.5
kV distribution lines serve approximately 14,000 customers on the
Grand Bahama Island.
Note (2) The Alicura hydroelectric generating facility consists of four 250 MW
turbines. Hidroelectrica Alicura operates the facility and sells
electricity under a thirty-year concession agreement with the
Argentine Government. There are no transmission or distribution
facilities owned by the company, other than those located at the
generating unit site.
Note (3) The Edelnor generating facilities are comprised of 26 diesel units
aggregating 61 MW, two hydroelectric units aggregating 10 MW, and one
24 MW gas turbine. The transmission facilities consist of
approximately 920 kilometers of transmission lines of 220 kV, 66 kV,
and 23 kV. There are no distribution facilities owned by the company.
Note (4) The Birchwood generating facility is under construction and scheduled
for completion in 1996. The facility will consist of a 220 MW
coal-fired facility located in King George County, Virginia. While the
equity of the Partnership is currently indirectly owned 100% by
SOUTHERN, this equity position must be reduced to not more than 50% by
the time of synchronization to meet the requirement of a Qualifying
Facility under provisions of the Public Utility Regulatory Policies
Act, as amended.
Note (5) The Kalaeloa generating facility consists of two 75 MW oil-fired
turbines and a 50 MW steam turbine generator. There are no
transmission or distribution facilities owned by the partnership,
other than those located at the generating unit site.
34
<PAGE> 36
ITEM 9 - PART I (B)
SOUTHERN's investment in Electric Wholesale Generator (EWG)'s and Foreign
Utility Corporation (FUCO)'s at December 31, 1993 is as follows:
<TABLE>
<CAPTION>
Direct Subs Below The Southern Company Southern Company Investment
Subsidiaries of Direct Subs Total Equity Debt
<S> <C> <C> <C>
Southern Electric Wholesale Generators, Inc. $ 14,718,187 $ 2,871,326 $ 11,846,861
SEI Hawaiian Cogenerators, Inc.
SEI Birchwood, Inc.
Birchwood Development Corp.
Birchwood Power Partners, L.P.
Kalaeloa Partners, L.P.
Southern Electric International, Inc. 13,333 12,000 1,333
SEI Operadora del Argentina, S.A.
SEI Holdings, Inc. 206,197,455 188,492,991 17,704,464
Asociados de Electricidad, S.A.
SEI y Asociados de Argentina, S.A.
Hidroelectrica Alicura, S.A.
SEI Operadora del Argentina, S.A.
SEI Holdings III, Inc. 72,471,777 46,602,444 25,869,333
SEI Chile, S.A.
Empresa Electrica del Norte Grande, S.A.
(Edelnor)
Southern Electric Bahamas Holdings, Ltd. 36,779,250 31,950,000 4,829,250
Southern Electric Bahamas, Ltd.
Freeport Power Company, Ltd.
SEI Holdings IV, Inc. 67,794 19,889 47,905
Tesro Holding, B.V.
SEI Bahamas Piedra del Aguila Electricity, Inc.
SEI Bahamas Piedra del Aguila, Inc.
Inversores de Electricidad, S.A.
SEI Inversora, S.A.
Total $ 330,247,796 $ 269,948,650 $ 60,299,146
</TABLE>
No EWG or FUCO has financial obligations or debt for which there is recourse,
directly or indirectly, to SOUTHERN or any other system company.
Direct or indirect guarantees of security of EWG's and FUCO's by SOUTHERN are
as follows:
Kalaeloa Partners, Ltd standby equity commitment - $2,500,000.
No transfers of assets from any system company to an affiliate EWG or FUCO
occurred during 1993, except for the spin-off of certain assets and liabilities
by SOUTHERN in the formation of SEWG. SOUTHERN contributed net liabilities of
approximately $1.9 million to SEWG, an exempt wholesale generator, consisting
primarily of deferred federal income taxes payable relative to projects owned
by SEWG subsidiaries. The transfer was made at book value, which approximated
market value.
35
<PAGE> 37
ITEM 9 - PART I (C)
<TABLE>
<CAPTION>
COMPANY DEBT TO EQUITY EARNINGS
<S> <C> <C>
1. Southern Electric Bahamas Holdings, Ltd. .61 to 1 $2,516,000
2. Southern Electric Bahamas, Ltd. .98 to 1 $2,121,000
3. Freeport Power Company, Ltd. * * (b)
4. SEI Operadora del Argentina, S.A. 0 $259,044
5. SEI Holdings, Inc. .35 to 1 ($4,157,436)
6. Asociados de Electricidad, S.A. 0 ($2,127)
7. SEI y Asociados de Argentina, S.A. .23 to 1 $3,880,707
8. Hidroelectrica Alicura, S.A. .21 to 1 $3,598,536 (c)
9. SEI Holdings III, Inc. 1.44 to 1 $326,408
10. SEI Chile, S.A. 35.35 to 1 ($78,736)
11. Empresa Electrica del Norte Grande, S.A. N/A (a) $833,110 (d)
12. SEI Holdings IV, Inc. .67 to 1 $0
13. Tesro Holding, B.V. 0 $0
14. SEI Bahamas Piedra del Aguila Electricity, Inc. 0 $0
15. SEI Bahamas Piedra del Aguila, Inc. 0 $0
16. Inversores de Electricidad, S.A. 0 $0
17. SEI Inversora, S.A. 0 $0
18. Southern Electric Wholesale Generators, Inc. 0 ($585,453)
19. Birchwood Development Corp. 0 ($37)
20. SEI Birchwood, Inc. 0 ($535)
21. SEI Hawaiian Cogenerators, Inc. 0 ($290,421)
22. Birchwood Power Partners, L.P. 0 $0
23. Kalaeloa Partners, L.P. N/A (a) ($446,801)
</TABLE>
(a) - Not consolidated, accounted for under the equity method.
(b) -
(c) - Represents SEI's equity in income from the acquisition date of 8/11/93
through 12/31/93.
(d) - Represents SEI's equity in income from the acquisition date of 12/1/93
through 12/31/93.
* - Information provided pursuant to Rule 104.
36
<PAGE> 38
PART I (D)
SEI has entered into contracts with Birchwood Power Partners, L.P. to develop
and construct the Birchwood Power Plant in King George County, Virginia. These
agreements provide for Birchwood Power Partners, L.P. to pay SEI some
$280,000,000 over the duration of the construction project. SEI has also
entered into an operations and maintenance agreement under which the base
annual fee will be $1.2 million, subject to escalation.
Also, SEI has entered into a contract with ABB Energy Services, Inc. to provide
certain operations and maintenance services to the Kalaeloa cogeneration
facility at Barbers Point, Oahu, Hawaii. SEI is reimbursed for expenses, and is
also paid an operations and maintenance fee of approximately $330,000 per year.
SEI Operadora de Argentina, S.A. (Operadora) has entered into a contract with
Hidroelectrica Alicura, S.A. (Alicura) to provide operating services to the
Alicura hydroelectric complex located in Neuguen and Rio Negro Provinces,
Argentina. Operadora is reimbursed for expenses, and is also paid a fee equal
to 1.5% of the gross annual revenues of Alicura. The fee billed in 1993 was
$561,841.
37
<PAGE> 39
ITEM 9 - PART II
Exhibits H and I, submitted with this filing, are being incorporated by
reference.
ITEM 9 - PART III
SOUTHERN's aggregate investment in EWG's and FUCO's at December 31, 1993 is as
follows:
<TABLE>
<CAPTION>
Investment In Southern Company Investment
Total Equity Debt
<S> <C> <C> <C>
Electric Wholesale Generators $ 14,718,187 $ 2,871,326 $ 11,846,861
Foreign Utility Corporations 315,529,609 267,077,324 48,452,285
Total $ 330,247,796 $ 269,948,650 $ 60,299,146
</TABLE>
The ratio of aggregate investment (above) to the aggregate capital investment
of SOUTHERN in its domestic public-utility subsidiary companies is 0.07.
38
<PAGE> 40
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 1993
<TABLE>
<CAPTION>
Page
Number
<S> <C>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS A-1
FINANCIAL STATEMENTS:
Consolidating Statement of Income for the Year Ended
December 31, 1993 A-2
Consolidating Statement of Cash Flows for the Year Ended
December 31, 1993 A-4
Consolidating Balance Sheet at December 31, 1993 A-6
Consolidating Statement of Capitalization at December 31, 1993 A-10
Consolidating Statement of Retained Earnings for the Year Ended
December 31, 1993 A-15
Consolidating Statement of Paid-in Capital for the Year
Ended December 31, 1993 A-16
Notes to Financial Statements at December 31, 1993 A-17
OTHER FINANCIAL STATEMENTS:
ALABAMA consolidated with Columbia Fuels, Inc., (COLUMBIA) A-18
Alabama Property Company (Unaudited;
Not consolidated in Parent, ALABAMA) A-23
Columbia Fuels, Inc. (Consolidated in Parent, ALABAMA) A-26
GEORGIA consolidated with Piedmont-Forrest
Corporation (PIEDMONT) A-29
Piedmont-Forrest Corporation (Consolidated in Parent,
GEORGIA) A-34
EXHIBITS A-37
</TABLE>
SCHEDULES:
Schedules supporting financial statements of ALABAMA, GEORGIA, GULF,
MISSISSIPPI, SAVANNAH and SEGCO are incorporated by reference to those
companies' annual reports on Federal Energy Regulatory Commission Form 1 for
the year ended December 31, 1993, as filed with the Federal Energy Regulatory
Commission.
Schedules for SCS are filed as Exhibit F.
A
<PAGE> 41
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To The Southern Company:
We have audited the consolidated balance sheet and
consolidated statement of capitalization of THE SOUTHERN COMPANY (a
Delaware corporation) and its subsidiaries as of December 31, 1993,
and the related consolidated statement of income, retained earnings,
paid-in capital, and cash flows for the year then ended (included in
the 1993 annual report to the stockholders and incorporated by
reference in this Form U5S as Exhibit A-1). These financial
statements are the responsibility of the company's management. Our
responsibility is to express an opinion on these financial statements
based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of
The Southern Company and its subsidiaries as of December 31, 1993, and
the results of their operations and their cash flows for the year then
ended, in conformity with generally accepted accounting principles.
As explained in Notes 2 and 9 to the financial statements
included in The Southern Company's 1993 annual report to the
stockholders, effective January 1, 1993, The Southern Company changed
its methods of accounting for postretirement benefits other than
pensions and for income taxes.
As more fully discussed in Note 4 to the financial statements
included in The Southern Company's 1993 annual report to the
stockholders, an uncertainty exists with respect to the actions of the
regulators regarding recoverability of the investment in the Rocky
Mountain pumped storage hydroelectric project. The outcome of this
uncertainty cannot be determined until the related regulatory
proceedings are concluded. Accordingly, no provision for any
write-down of the costs associated with the Rocky Mountain project
resulting from the potential actions of the Georgia Public Service
Commission has been made in the financial statements included in The
Southern Company's 1993 annual report to the stockholders.
/s/ Arthur Andersen & Co.
Atlanta, Georgia
February 16, 1994
A-1
<PAGE> 42
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1993
(Stated in Thousands of Dollars)
<TABLE>
<CAPTION>
Intercompany
Eliminations
and Transfers
OPERATING REVENUES: Consolidated Add (Deduct) SOUTHERN ALABAMA GEORGIA
------------ ------------- -------- ------- -------
<S> <C> <C> <C> <C> <C>
Subsidiary operating companies--
Revenues $8,489,146 $ (17,534) $ - $2,825,634 $4,389,513
Sales to affiliates - (459,767) - 181,975 61,668
SOUTHERN, equity in earnings of subsidiary companies - (1,016,955) 1,016,955 - -
---------- ----------- ---------- ---------- ----------
Total operating revenues 8,489,146 (1,494,256) 1,016,955 3,007,609 4,451,181
---------- ----------- ---------- ---------- ----------
OPERATING EXPENSES:
Operation--
Fuel 2,265,004 - - 877,099 951,507
Purchased power from non-affiliates 335,687 (90) - 15,230 313,170
Purchased power from affiliates - (460,920) - 120,330 194,024
Proceeds from settlement from disputed contracts (2,568) - - (2,568) -
Other 1,448,270 (16,922) 17,787 473,383 675,284
Maintenance 652,563 - - 252,506 284,521
Depreciation & amortization 793,482 - - 290,310 379,425
Amortization of deferred Plant Vogtle expenses, net 36,284 - - - 36,284
Taxes other than income taxes 461,430 - 159 178,997 192,671
Federal and state income taxes 733,983 - (1,700) 207,210 452,122
---------- ----------- ---------- ---------- ----------
Total operating expenses 6,724,135 (477,932) 16,246 2,412,497 3,479,008
---------- ----------- ---------- ---------- ----------
OPERATING INCOME 1,765,011 (1,016,324) 1,000,709 595,112 972,173
---------- ----------- ---------- ---------- ----------
OPERATING INCOME (EXPENSES):
Allowance for equity funds used during construction 8,985 - - 3,260 3,168
Interest income 30,152 (554) 1,909 20,775 3,806
Other, net (41,342) (7,346) 2,510 (23,293) 16,029
Income taxes - other income 57,216 - - 10,239 37,661
---------- ----------- ---------- ---------- ----------
INCOME BEFORE INTEREST CHARGES 1,820,022 (1,024,224) 1,005,128 606,093 1,032,837
---------- ----------- ---------- ---------- ----------
INTEREST CHARGES:
Interest on long-term debt 594,746 (237) - 184,861 343,634
Allowance for debt funds used during construction (13,251) - - (2,992) (8,271)
Interest on interim obligations 29,831 (9) 3,051 3,760 15,530
Amortization of debt discount, premium, & expense, net 26,295 - - 8,937 14,024
Other interest charges 87,086 - 229 35,474 47,393
---------- ----------- ---------- ---------- ----------
Net interest charges 724,707 (246) 3,280 230,040 412,310
---------- ----------- ---------- ---------- ----------
NET INCOME 1,095,315 (1,023,978) 1,001,848 376,053 620,527
Preferred dividends of subsidiary companies 93,467 - - 29,559 50,674
---------- ----------- ---------- ---------- ----------
NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK
OF SUBSIDIARY COMPANIES $1,001,848 $(1,023,978) $1,001,848 $ 346,494 $ 569,853
========== =========== ========== ========== ==========
AVERAGE NUMBER OF SHARES OF COMMON STOCK
OUTSTANDING (in thousands) 637,319
EARNINGS PER SHARE OF COMMON STOCK $ 1.57
CASH DIVIDENDS PAID PER SHARE OF COMMON STOCK $ 1.14
<CAPTION>
Non-Core
OPERATING REVENUES: GULF MISSISSIPPI SAVANNAH SEGCO Business(1)
---- ----------- -------- ----- -----------
<S> <C> <C> <C> <C> <C>
Subsidiary operating companies-- (Unaudited)
Revenues $ 559,976 $ 459,364 $ 216,009 $ 2,486 $ -
Sales to affiliates 23,166 15,519 2,433 175,006 -
SOUTHERN, equity in earnings of subsidiary companies - - - - -
--------- ---------- ---------- -------- ----------
Total operating revenues 583,142 474,883 218,442 177,492 -
--------- ---------- ---------- -------- ----------
OPERATING EXPENSES:
Operation--
Fuel 170,485 113,986 24,976 121,051 -
Purchased power from non-affiliates 4,386 2,198 793 - -
Purchased power from affiliates 32,273 58,019 56,274 - -
Proceeds from settlement from disputed contracts - - - - -
Other 109,164 100,381 45,610 17,067 -
Maintenance 46,004 44,001 13,516 12,015 -
Depreciation & amortization 55,309 33,099 16,467 9,450 -
Amortization of deferred Plant Vogtle expenses, net - - - - -
Taxes other than income taxes 40,204 37,145 11,136 1,118 -
Federal and state income taxes 32,730 22,668 15,436 4,754 -
--------- ---------- ---------- -------- ----------
Total operating expenses 490,555 411,497 184,208 165,455 -
--------- ---------- ---------- -------- ----------
OPERATING INCOME 92,587 63,386 34,234 12,037 -
--------- ---------- ---------- -------- ----------
OPERATING INCOME (EXPENSES):
Allowance for equity funds used during construction 512 1,010 958 77 -
Interest income 1,328 517 209 67 29
Other, net 2,582 3,971 (1,841) 52 340
Income taxes - other income (921) (1,158) 1,117 (64) 170
--------- ---------- ---------- -------- ----------
INCOME BEFORE INTEREST CHARGES 96,088 67,726 34,677 12,169 539
--------- ---------- ---------- -------- ----------
INTEREST CHARGES:
Interest on long-term debt 31,344 17,688 10,696 3,836 -
Allowance for debt funds used during construction (454) (788) (699) (47) -
Interest on interim obligations 870 1,000 240 - -
Amortization of debt discount, premium, & expense, net 1,412 1,262 535 125 -
Other interest charges 2,877 728 340 1 -
--------- ---------- ---------- -------- ----------
Net interest charges 36,049 19,890 11,112 3,915 -
--------- ---------- ---------- -------- ----------
NET INCOME 60,039 47,836 23,565 8,254 539
Preferred dividends of subsidiary companies 5,728 5,400 2,106 - -
--------- ---------- ---------- -------- ----------
NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK
OF SUBSIDIARY COMPANIES $ 54,311 $ 42,436 $ 21,459 $ 8,254 $ 539
========= ========== ========== ======== ==========
(1) Includes SDIG and SERC.
(Continued on following page.)
</TABLE>
A-2
<PAGE> 43
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1993
(Stated in Thousands of Dollars)
(Continued)
<TABLE>
<CAPTION>
SEI SEBH SEIH SEIH III SEWG
--- ---- ---- -------- ----
<S> <C> <C> <C> <C> <C>
OPERATING REVENUES:
Subsidiary operating companies--
Revenues $ - $ 21,905 $ 31,937 $ 268 $ (412)
Sales to affiliates - - - - -
SOUTHERN, equity in earnings of subsidiary companies - - - - -
--------- --------- --------- -------- ---------
Total operating revenues - 21,905 31,937 268 (412)
--------- --------- --------- -------- ---------
OPERATING EXPENSES:
Operation--
Fuel - 5,900 - - -
Purchased power from non-affiliates - - - - -
Purchased power from affiliates - - - - -
Proceeds from settlement from disputed contracts - - - - -
Other - 6,442 19,532 23 519
Maintenance - - - - -
Depreciation & amortization - 2,255 7,192 5 (30)
Amortization of deferred Plant Vogtle expenses, net - - - - -
Taxes other than income taxes - - - - -
Federal and state income taxes - - 1,079 - (316)
--------- --------- --------- -------- ---------
Total operating expenses - 14,597 27,803 28 173
--------- --------- --------- -------- ---------
OPERATING INCOME - 7,308 4,134 240 (585)
--------- --------- --------- -------- ---------
OPERATING INCOME (EXPENSES):
Allowance for equity funds used during construction - - - - -
Interest income 255 309 1,428 74 -
Other, net (27,884) (4,178) (2,629) 345 -
Income taxes - other income 10,172 - - - -
--------- --------- --------- -------- ---------
INCOME BEFORE INTEREST CHARGES (17,457) 3,439 2,933 659 (585)
--------- --------- --------- -------- ---------
INTEREST CHARGES:
Interest on long-term debt 11 923 1,666 324 -
Allowance for debt funds used during construction - - - - -
Interest on interim obligations - - 5,380 9 -
Amortization of debt discount, premium, & expense, net - - - - -
Other interest charges - - 44 - -
--------- --------- --------- -------- ---------
Net interest charges 11 923 7,090 333 -
--------- --------- --------- -------- ---------
NET INCOME (17,468) 2,516 (4,157) 326 (585)
Preferred dividends of subsidiary companies - - - - -
--------- --------- --------- -------- ---------
NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK
OF SUBSIDIARY COMPANIES $ (17,468) $ 2,516 $ (4,157) $ 326 $ (585)
========= ========= ========= ======== =========
</TABLE>
The notes to the financial statements (herein incorporated by reference as part
of exhibit numbers A-1 through A-6 inclusive) are an integral part of this
statement.
A-3
<PAGE> 44
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1993
(Stated in Thousands of Dollars)
<TABLE>
<CAPTION>
Intercompany
Eliminations
and Transfers
Consolidated Add (Deduct) SOUTHERN ALABAMA GEORGIA GULF
------------ ------------- -------- ------- ------- ---
<S> <C> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES:
Net income after dividends on preferred
stock of subsidiary companies $ 1,001,848 $(1,023,978) $1,001,848 $ 346,494 $ 569,853 $ 54,311
Adjustments to reconcile consolidated net income
to net cash provided by operating activities --
Depreciation and amortization 1,010,708 - - 356,499 475,152 72,111
Deferred income taxes and investment tax
credits 188,996 - - 32,994 150,735 5,347
Allowance for equity funds used during
construction (8,985) - - (3,260) (3,168) (512)
Deferred Plant Vogtle costs 36,284 - - - 36,284 -
Other, net (41,713) 234,422 (241,749) 33,953 (46,227) (864)
Changes in current assets and liabilities --
Receivables, net (55,332) 4,785 (49,807) 19,215 27,088 12,867
Prepayments (40,164) (1,473) (1,567) (25,050) (7,267) (765)
Fossil fuel stock 146,337 - - 45,847 85,712 8,840
Materials & supplies (2,164) - - 5,783 (3,279) (3,266)
Accounts payable 42,578 (40,730) (12,290) 31,544 17,364 5,386
Other (31,489) 108,026 1,096 (62,147) (89,756) (8,739)
----------- ----------- ---------- --------- ----------- --------
NET CASH PROVIDED FROM OPERATING ACTIVITIES 2,246,904 (718,948) 697,531 781,872 1,212,491 144,716
----------- ----------- ---------- --------- ----------- --------
INVESTING ACTIVITIES:
Gross property additions (1,440,603) - - (435,843) (674,432) (78,562)
Sales of property 261,687 - - - 261,687 -
Foreign utility operations (464,690) 403,609 (267,065) - - -
Other (37,548) 37,192 (37,393) (741) (43,154) (5,328)
----------- ----------- ---------- --------- ----------- --------
NET CASH USED IN INVESTING ACTIVITIES (1,681,154) 440,801 (304,458) (436,584) (455,899) (83,890)
----------- ----------- ---------- --------- ----------- --------
FINANCING ACTIVITIES:
Proceeds --
Common stock 204,884 (31,984) 204,884 - - -
Preferred stock 426,404 - - 158,000 175,000 35,000
First mortgage bonds 2,185,000 - - 860,000 1,135,000 75,000
Other long-term debt 592,367 (69,206) - 180,314 182,425 78,425
Capital contributions - (274,131) - - - 11
Redemptions --
Preferred stock (516,469) - - (207,000) (245,005) (21,060)
First mortgage bonds (2,177,719) - - (699,788) (1,337,822) (88,809)
Other long-term debt (450,810) - - (181,329) (164,916) (48,386)
Interim obligations, net 114,320 3,840 221,700 (156,917) (51,444) (37,947)
Payment of common stock dividends (725,572) 758,359 (725,572) (252,900) (402,400) (41,800)
Miscellaneous (137,122) (108,683) (28,956) (56,064) (63,648) (6,888)
----------- ----------- ---------- --------- ----------- --------
NET CASH PROVIDED FROM FINANCING ACTIVITIES (484,717) 278,195 (327,944) (355,684) (772,810) (56,454)
----------- ----------- ---------- --------- ----------- --------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS 81,033 48 65,129 (10,396) (16,218) 4,372
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 97,313 - 36,135 13,629 22,114 1,204
----------- ----------- ---------- --------- ----------- --------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 178,346 $ 48 $ 101,264 $ 3,233 $ 5,896 $ 5,576
=========== =========== ========== ========= =========== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the year for --
Interest (net of amount capitalized) $ 672,699 $ (375) $ 2,278 $ 176,805 $ 420,107 $ 28,470
Income taxes 530,272 - - 175,591 275,867 27,865
<CAPTION>
SOUTHERN Non-Core
MISSISSIPPI SAVANNAH SEGCO SCS NUCLEAR Business (1)
----------- -------- ----- --- -------- -----------
(Unaudited)
<S> <C> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES:
Net income after dividends on preferred
stock of subsidiary companies $ 42,436 $ 21,459 $ 8,254 $ - $ - $ 539
Adjustments to reconcile consolidated net income
to net cash provided by operating activities --
Depreciation and amortization 45,660 17,482 10,418 19,571 1,577 9
Deferred income taxes and investment tax
credits 5,039 607 (1,271) - - 4
Allowance for equity funds used during
construction (1,010) (958) (77) - - -
Deferred Plant Vogtle costs - - - - - -
Other, net 3,005 2,737 (316) 20,354 5,218 (229)
Changes in current assets and liabilities --
Receivables, net (4,347) (16,839) 1,708 (6,118) (4,870) (118)
Prepayments (3,003) (15) 160 (389) 1,140 (1)
Fossil fuel stock 10,156 (3,524) - - - -
Materials & supplies 963 (423) - (792) - -
Accounts payable 4,133 18,742 1,231 (11,955) 611 41
Other (5,030) 3,297 39 551 (136) (76)
--------- -------- -------- -------- ------- ------
NET CASH PROVIDED FROM OPERATING ACTIVITIES 98,002 42,565 20,146 21,222 3,540 169
--------- -------- -------- -------- ------- ------
INVESTING ACTIVITIES:
Gross property additions (139,976) (72,858) (4,641) (21,975) (1,389) (2)
Sales of property - - - - - -
Foreign utility operations - - - - - -
Other 7,562 1,676 2,985 129 (68) 10
--------- -------- -------- -------- ------- ------
NET CASH USED IN INVESTING ACTIVITIES (132,414) (71,182) (1,656) (21,846) (1,457) 8
--------- -------- -------- -------- ------- ------
FINANCING ACTIVITIES:
Proceeds --
Common stock - - - - - 5
Preferred stock 23,404 35,000 - - - -
First mortgage bonds 70,000 45,000 - - - -
Other long-term debt 38,875 14,085 - - - -
Capital contributions 30,036 - - 19 102 -
Redemptions --
Preferred stock (23,404) (20,000) - - - -
First mortgage bonds (51,300) - - - - -
Other long-term debt (34,055) (14,441) (7,300) (383) - -
Interim obligations, net 9,000 (4,500) - 1,160 - -
Payment of common stock dividends (29,000) (21,000) (11,259) - - -
Miscellaneous (5,683) (3,400) - - - -
--------- -------- -------- -------- ------- ------
NET CASH PROVIDED FROM FINANCING ACTIVITIES 27,873 30,744 (18,559) 796 102 5
--------- -------- -------- -------- ------- ------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS (6,539) 2,127 (69) 172 2,185 182
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 7,417 1,788 112 230 3,173 1,055
--------- -------- -------- -------- ------- ------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 878 $ 3,915 $ 43 $ 402 $ 5,358 $1,237
========= ======== ======== ======== ======= ======
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the year for --
Interest (net of amount capitalized) $ 15,697 $ 10,712 $ 3,855 $ 10,640 $ 169 $ -
Income taxes 29,009 13,947 6,314 - 1,452 -
(1) Includes SDIG and SERC.
</TABLE>
(Continued on following page.)
A-4
<PAGE> 45
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1993
(Stated in Thousands of Dollars)
(Continued)
<TABLE>
<CAPTION>
SEI SEBH SEIH SEIH-III SEWG
--- ---- ---- -------- ----
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES:
Net income after dividends on preferred
stock of subsidiary companies $(17,468) $ 2,516 $ (4,157) $ 326 $ (585)
Adjustments to reconcile consolidated net income
to net cash provided by operating activities --
Depreciation and amortization 2,811 2,255 7,192 - (29)
Deferred income taxes and investment tax
credits (2,804) - (1,655) - -
Allowance for equity funds used during
construction - - - - -
Deferred Plant Vogtle costs - - - - -
Other, net 628 (11,815) (38,211) (40) (2,579)
Changes in current assets and liabilities --
Receivables, net (16,376) (5,676) (12,448) (67) (4,329)
Prepayments (42) (154) (1,222) (3) (513)
Fossil fuel stock - (694) - - -
Materials & supplies (62) (1,088) - - -
Accounts payable 9,198 2,159 5,671 3,015 8,458
Other 6,402 3,470 9,555 1,959 -
-------- -------- --------- -------- -------
NET CASH PROVIDED FROM OPERATING ACTIVITIES (17,713) (9,027) (35,275) 5,190 423
-------- -------- --------- -------- -------
INVESTING ACTIVITIES:
Gross property additions - (5,536) (299) (19) (5,071)
Sales of property - - - - -
Foreign utility operations - (35,943) (475,248) (90,043) -
Other (418) - - - -
-------- -------- --------- -------- -------
NET CASH USED IN INVESTING ACTIVITIES (418) (41,479) (475,547) (90,062) (5,071)
-------- -------- --------- -------- -------
FINANCING ACTIVITIES:
Proceeds --
Common stock - 31,950 27 2 -
Preferred stock - - - - -
First mortgage bonds - - - - -
Other long-term debt - 23,773 71,524 67,369 4,783
Capital contributions 8,897 - 188,466 46,600 -
Redemptions --
Preferred stock - - - - -
First mortgage bonds - - - - -
Other long-term debt - - - - -
Interim obligations, net - - 129,428 - -
Payment of common stock dividends - - - - -
Miscellaneous - - 136,200 - -
-------- -------- --------- -------- -------
NET CASH PROVIDED FROM FINANCING ACTIVITIES 8,897 55,723 525,645 113,971 4,783
-------- -------- --------- -------- -------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS (9,234) 5,217 14,823 29,099 135
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 10,456 - - - -
-------- -------- --------- -------- -------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 1,222 $ 5,217 $ 14,823 $ 29,099 $ 135
======== ======== ========= ======== =======
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the year for --
Interest (net of amount capitalized) $ 62 $ 468 $ 3,811 $ - $ -
Income taxes - - 227 - -
</TABLE>
The notes to the financial statements (herein incorporated by reference as
part of exhibit numbers A-1 through A-6 inclusive) are an integral part of this
statement.
A-5
<PAGE> 46
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1993
(Stated in Thousands of Dollars)
<TABLE>
<CAPTION>
Intercompany
Eliminations
and Transfers
ASSETS Consolidated Add (Deduct) SOUTHERN ALABAMA GEORGIA
------ ------------ ------------- -------- ------- -------
<S> <C> <C> <C> <C> <C>
UTILITY PLANT:
Plant in service $ 27,686,539 $ - $ - $ 9,757,141 $ 13,743,521
Less accumulated provision for depreciation 8,933,717 - - 3,384,156 3,822,344
--------------- --------------- ------------- ------------- --------------
18,752,822 - - 6,372,985 9,921,177
Nuclear fuel, at amortized cost 229,293 - - 93,551 135,742
Construction work in progress 1,031,240 - - 225,786 584,013
--------------- --------------- ------------- ------------- --------------
Total 20,013,355 - - 6,692,322 10,640,932
--------------- --------------- ------------- ------------- --------------
OTHER PROPERTY AND INVESTMENTS:
Investments in and advances to consolidated
subsidiary companies, stated at equity - (7,813,029) 7,738,627 29,201 29,201
Foreign utility operations, being amortized 558,960 (344) - - -
Nuclear decommissioning trusts 87,487 - - 49,550 37,937
Miscellaneous 89,425 (8,435) 8,724 20,434 31,941
--------------- --------------- ------------- ------------- --------------
Total 735,872 (7,821,808) 7,747,351 99,185 99,079
--------------- --------------- ------------- ------------- --------------
CURRENT ASSETS:
Cash and cash equivalents 178,346 48 101,264 3,233 5,896
Receivables--
Customer accounts receivable 918,330 (12,975) - 312,090 486,947
Affiliated companies - (324,651) 62,565 39,971 14,832
Other accounts and notes receivable 237,511 4,373 1,240 49,053 117,249
Accumulated provision for uncollectible accounts (9,067) - - (2,632) (4,300)
Refundable federal income tax - (14,161) - 11,940 -
Fossil fuel stock, at average cost 241,051 - - 88,481 111,620
Materials and supplies, at average cost 547,697 12,975 - 176,728 287,551
Prepayments 147,915 (23,510) 2,627 79,207 65,269
Vacation pay deferred 73,074 - - 22,680 41,575
--------------- --------------- ------------- ------------- --------------
Total 2,334,857 (357,901) 167,696 780,751 1,126,639
--------------- --------------- ------------- ------------- --------------
DEFERRED CHARGES:
Deferred charges related to income taxes 1,546,338 - - 469,010 992,510
Deferred Plant Vogtle costs 506,980 - - - 506,980
Debt expense, being amortized 32,783 - - 7,064 20,730
Premium on reacquired debt, being amortized 287,732 - - 102,634 153,146
Deferred fuel charges 70,404 - - - -
Nuclear decontamination and decommissioning fund 86,342 - - 45,554 40,788
Miscellaneous 295,994 (19,253) 814 52,163 155,306
--------------- --------------- ------------- ------------- --------------
Total 2,826,573 (19,253) 814 676,425 1,869,460
--------------- --------------- ------------- ------------- --------------
TOTAL ASSETS $ 25,910,657 $ (8,198,962) $ 7,915,861 $ 8,248,683 $ 13,736,110
=============== =============== ============= ============= ==============
<CAPTION>
ASSETS GULF MISSISSIPPI SAVANNAH SEGCO SCS
------ ---- ----------- -------- ----- ---
<S> <C> <C> <C> <C> <C>
UTILITY PLANT:
Plant in service $ 1,611,704 $ 1,238,847 $ 622,521 $ 301,713 $ 281,412
Less accumulated provision for depreciation 610,542 462,725 251,565 175,943 155,817
----------- ------------- ---------- ---------- ----------
1,001,162 776,122 370,956 125,770 125,595
Nuclear fuel, at amortized cost - - - - -
Construction work in progress 34,591 108,063 49,797 4,778 13,248
----------- ------------- ---------- ---------- ----------
Total 1,035,753 884,185 420,753 130,548 138,843
----------- ------------- ---------- ---------- ----------
OTHER PROPERTY AND INVESTMENTS:
Investments in and advances to consolidated
subsidiary companies, stated at equity - - - - -
Foreign utility operations, being amortized - - - - -
Nuclear decommissioning trusts - - - - -
Miscellaneous 13,242 11,289 1,793 51 2,794
----------- ------------- ---------- ---------- ----------
Total 13,242 11,289 1,793 51 2,794
----------- ------------- ---------- ---------- ----------
CURRENT ASSETS:
Cash and cash equivalents 5,576 878 3,915 43 402
Receivables--
Customer accounts receivable 73,005 31,816 25,663 - -
Affiliated companies 1,241 6,698 12,924 41,981 70,829
Other accounts and notes receivable 5,904 5,581 790 - 24,165
Accumulated provision for uncollectible accounts (447) (737) (762) - -
Refundable federal income tax - - - 3 -
Fossil fuel stock, at average cost 20,652 11,185 8,419 - -
Materials and supplies, at average cost 36,390 21,145 9,358 - 2,389
Prepayments 2,160 7,843 4,849 176 4,059
Vacation pay deferred 4,022 4,797 - - -
----------- ------------- ---------- ---------- ----------
Total 148,503 89,206 65,156 42,203 101,844
----------- ------------- ---------- ---------- ----------
DEFERRED CHARGES:
Deferred charges related to income taxes 31,334 25,267 24,890 3,327 -
Deferred Plant Vogtle costs - - - - -
Debt expense, being amortized 3,693 1,103 - 164 29
Premium on reacquired debt, being amortized 17,554 10,563 3,792 43 -
Deferred fuel charges 52,884 17,520 - - -
Nuclear decontamination and decommissioning fund - - - - -
Miscellaneous 4,846 10,073 10,803 1,281 614
----------- ------------- ---------- ---------- ----------
Total 110,311 64,526 39,485 4,815 643
----------- ------------- ---------- ---------- ----------
TOTAL ASSETS $ 1,307,809 $ 1,049,206 $ 527,187 $ 177,617 $ 244,124
=========== ============= ========== ========== ==========
<CAPTION>
SOUTHERN Non-Core
ASSETS NUCLEAR Business(1)
------ ------- -----------
(Unaudited)
<S> <C> <C>
UTILITY PLANT:
Plant in service $ 12,514 $ 1
Less accumulated provision for depreciation 7,062 -
---------- ---------
5,452 1
Nuclear fuel, at amortized cost - -
Construction work in progress - -
---------- ---------
Total 5,452 1
---------- ---------
OTHER PROPERTY AND INVESTMENTS:
Investments in and advances to consolidated
subsidiary companies, stated at equity - -
Foreign utility operations, being amortized - -
Nuclear decommissioning trusts - -
Miscellaneous 1,895 116
---------- ---------
Total 1,895 116
---------- ---------
CURRENT ASSETS:
Cash and cash equivalents 5,358 1,237
Receivables--
Customer accounts receivable - -
Affiliated companies 58,115 41
Other accounts and notes receivable 24 67
Accumulated provision for uncollectible accounts - -
Refundable federal income tax - 72
Fossil fuel stock, at average cost - -
Materials and supplies, at average cost - -
Prepayments 2,020 1,083
Vacation pay deferred - -
Total 65,517 2,500
DEFERRED CHARGES:
Deferred charges related to income taxes - -
Deferred Plant Vogtle costs - -
Debt expense, being amortized - -
Premium on reacquired debt, being amortized - -
Deferred fuel charges - -
Nuclear decontamination and decommissioning fund - -
Miscellaneous 18,827 -
---------- ---------
Total 18,827 -
---------- ---------
TOTAL ASSETS $ 91,691 $ 2,617
========== =========
(1) Includes SDIG and SERC.
(Continued on following page.)
</TABLE>
A-6
<PAGE> 47
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1993
(Stated in Thousands of Dollars)
(Continued)
<TABLE>
<CAPTION>
ASSETS SEI SEBH SEIH SEIH-III SEWG
------ --- ---- ---- -------- ----
<S> <C> <C> <C> <C> <C>
UTILITY PLANT:
Plant in service $ - $116,814 $ 299 $ 19 $ 33
Less accumulated provision for depreciation - 63,563 - - -
------- -------- -------- -------- -------
- 53,251 299 19 33
Nuclear fuel, at amortized cost - - - - -
Construction work in progress - 1,515 - - 9,449
------- -------- -------- -------- -------
Total - 54,766 299 19 9,482
------- -------- -------- -------- -------
OTHER PROPERTY AND INVESTMENTS:
Investments in and advances to consolidated
subsidiary companies, stated at equity - 16,000 - - -
Foreign utility operations, being amortized - - 469,261 90,043 -
Nuclear decommissioning trusts - - - - -
Miscellaneous 3,670 - - - 1,911
------- -------- -------- -------- -------
Total 3,670 16,000 469,261 90,043 1,911
------- -------- -------- -------- -------
CURRENT ASSETS:
Cash and cash equivalents 1,222 5,217 14,823 29,099 135
Receivables--
Customer accounts receivable - 1,784 - - -
Affiliated companies 11,985 88 - - 3,381
Other accounts and notes receivable 12,746 3,804 12,448 67 -
Accumulated provision for uncollectible accounts (189) - - - -
Refundable federal income tax 1,198 - - - 948
Fossil fuel stock, at average cost - 694 - - -
Materials and supplies, at average cost 73 1,088 - - -
Prepayments 240 154 1,222 3 513
Vacation pay deferred - - - - -
------- -------- -------- -------- -------
Total 27,275 12,829 28,493 29,169 4,977
------- -------- -------- -------- -------
DEFERRED CHARGES:
Deferred charges related to income taxes - - - - -
Deferred Plant Vogtle costs - - - - -
Debt expense, being amortized - - - - -
Premium on reacquired debt, being amortized - - - - -
Deferred fuel charges - - - - -
Nuclear decontamination and decommissioning fund - - - - -
Miscellaneous 12,113 - 48,367 40 -
------- -------- -------- -------- -------
Total 12,113 - 48,367 40 -
------- -------- -------- -------- -------
TOTAL ASSETS $43,058 $ 83,595 $546,420 $119,271 $16,370
======= ======== ======== ======== =======
</TABLE>
(Continued on following page.)
A-7
<PAGE> 48
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET--DECEMBER 31, 1993
(Stated in Thousands of Dollars)
(Continued)
<TABLE>
<CAPTION>
Intercompany
Eliminations
and Transfers
CAPITALIZATION AND LIABILITIES Consolidated Add (Deduct) SOUTHERN ALABAMA GEORGIA GULF
------------------------------ ------------ ------------- -------- ------- ------- ----
<S> <C> <C> <C> <C> <C> <C>
CAPITALIZATION (see accompanying statements):
Common stock equity $ 7,684,219 $(7,798,901) $7,684,219 $2,526,348 $ 4,045,458 $ 414,196
Preferred stock 1,332,203 - - 440,400 692,787 89,602
Preferred stock subject to mandatory redemption 1,000 - - - - 1,000
Long-term debt 7,411,455 (74,206) - 2,362,852 4,031,387 369,259
----------- ----------- ---------- ---------- ----------- ----------
Total 16,428,877 (7,873,107) 7,684,219 5,329,600 8,769,632 874,057
----------- ----------- ---------- ---------- ----------- ----------
CURRENT LIABILITIES:
Preferred stock due within one year 1,000 - - - - 1,000
Long-term debt due within one year 155,638 - - 58,998 10,543 41,552
Notes payable 865,381 (4,000) 221,700 40,000 406,700 6,053
Commercial paper 75,527 - - - 75,527 -
Accounts payable--
Affiliated companies - (228,626) 1,495 62,467 38,115 18,560
Other 697,749 (1,274) 4,668 272,531 285,929 20,139
Customer deposits 102,822 - - 31,198 45,922 15,082
Taxes accrued--
Federal and state income 34,023 (37,701) - 25,730 31,639 10,330
Other 171,673 - 130 14,414 121,854 2,685
Interest accrued 186,057 (279) 1,051 52,809 110,497 5,420
Vacation pay accrued 90,206 - - 22,680 40,060 4,022
Miscellaneous 190,638 (142) - 50,426 64,527 9,367
----------- ----------- ---------- ---------- ----------- ----------
Total 2,570,714 (272,022) 229,044 631,253 1,231,313 134,210
----------- ----------- ---------- ---------- ----------- ----------
DEFERRED CREDITS AND OTHER LIABILITIES:
Accumulated deferred income taxes 3,978,889 (30,591) - 1,165,127 2,479,720 151,743
Deferred credits related to income taxes 1,050,512 - - 441,240 452,819 76,876
Accumulated deferred investment tax credits 900,203 - - 329,909 478,334 40,770
Disallowed Plant Vogtle capacity buyback costs 63,067 - - - 63,067 -
Prepaid capacity revenues, net 143,762 - - 143,762 - -
Nuclear decontamination and decommissioning fund 97,637 - - 39,644 57,993 -
Miscellaneous 676,996 (23,242) 2,598 168,148 203,232 30,153
----------- ----------- ---------- ---------- ----------- ----------
Total 6,911,066 (53,833) 2,598 2,287,830 3,735,165 299,542
----------- ----------- ---------- ---------- ----------- ----------
TOTAL CAPITALIZATION AND LIABILITIES $25,910,657 $(8,198,962) $7,915,861 $8,248,683 $13,736,110 $1,307,809
=========== =========== ========== ========== =========== ==========
<CAPTION>
SOUTHERN Non-Core
CAPITALIZATION AND LIABILITIES MISSISSIPPI SAVANNAH SEGCO SCS NUCLEAR Business (1)
------------------------------ ----------- -------- ----- --- -------- ------------
(Unaudited)
<S> <C> <C> <C> <C> <C> <C>
CAPITALIZATION (see accompanying statements):
Common stock equity $ 321,768 $154,269 $ 58,402 $ 781 $ 1,532 $2,553
Preferred stock 74,414 35,000 - - - -
Preferred stock subject to mandatory redemption - - - - - -
Long-term debt 250,391 151,338 84,078 74,476 5,000 -
---------- -------- -------- -------- ------- ------
Total 646,573 340,607 142,480 75,257 6,532 2,553
---------- -------- -------- -------- ------- ------
CURRENT LIABILITIES:
Preferred stock due within one year - - - - - -
Long-term debt due within one year 19,345 4,499 - 10,132 - -
Notes payable 40,000 3,000 - 22,500 - -
Commercial paper - - - - - -
Accounts payable--
Affiliated companies 10,197 6,041 10,916 41,000 20,386 43
Other 50,731 24,401 101 18,538 6,160 -
Customer deposits 2,786 4,714 - - - -
Taxes accrued--
Federal and state income 186 342 1,496 - 73 21
Other 26,952 1,187 326 150 368 -
Interest accrued 4,237 6,730 820 128 43 -
Vacation pay accrued 4,797 1,638 - 11,166 5,082 -
Miscellaneous 9,323 8,703 256 21,823 6,976 -
---------- -------- -------- -------- ------- ------
Total 168,554 61,255 13,915 125,437 39,088 64
---------- -------- -------- -------- ------- ------
DEFERRED CREDITS AND OTHER LIABILITIES:
Accumulated deferred income taxes 123,206 66,947 12,867 - - -
Deferred credits related to income taxes 48,228 26,173 5,176 - - -
Accumulated deferred investment tax credits 32,710 15,301 3,179 - - -
Disallowed Plant Vogtle capacity buyback costs - - - - - -
Prepaid capacity revenues, net - - - - - -
Nuclear decontamination and decommissioning fund - - - - - -
Miscellaneous 29,935 16,904 - 43,430 46,071 -
---------- -------- -------- -------- ------- ------
Total 234,079 125,325 21,222 43,430 46,071 -
---------- -------- -------- -------- ------- ------
TOTAL CAPITALIZATION AND LIABILITIES $1,049,206 $527,187 $177,617 $244,124 $91,691 $2,617
========== ======== ======== ======== ======= ======
(1) Includes SDIG and SERC.
</TABLE>
(Continued on following page.)
A-8
<PAGE> 49
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET--DECEMBER 31, 1993
(Stated in Thousands of Dollars)
(Continued)
<TABLE>
<CAPTION>
CAPITALIZATION AND LIABILITIES SEI SEBH SEIH SEIH-III SEWG
------------------------------ --- ---- ---- -------- ----
<S> <C> <C> <C> <C> <C>
CAPITALIZATION (see accompanying statements):
Common stock equity $ 8,449 $34,466 $184,336 $ 46,928 $ (585)
Preferred stock - - - - -
Preferred stock subject to mandatory redemption - - - - -
Long-term debt - 20,890 63,838 67,369 4,783
------- ------- -------- -------- -------
Total 8,449 55,356 248,174 114,297 4,198
------- ------- -------- -------- -------
CURRENT LIABILITIES:
Preferred stock due within one year - - - - -
Long-term debt due within one year - 2,883 7,686 - -
Notes payable - - 129,428 - -
Commercial paper - - - - -
Accounts payable--
Affiliated companies 6,066 - 3,107 2,975 7,258
Other 9,862 2,159 2,564 40 1,200
Customer deposits - 3,120 - - -
Taxes accrued--
Federal and state income 111 - 1,796 - -
Other 41 - 3,566 - -
Interest accrued - 231 4,036 334 -
Vacation pay accrued 761 - - - -
Miscellaneous 17,478 119 157 1,625 -
------- ------- -------- -------- -------
Total 34,319 8,512 152,340 4,974 8,458
------- ------- -------- -------- -------
DEFERRED CREDITS AND OTHER LIABILITIES:
Accumulated deferred income taxes - - 6,964 - 2,906
Deferred credits related to income taxes - - - - -
Accumulated deferred investment tax credits - - - - -
Disallowed Plant Vogtle capacity buyback costs - - - - -
Prepaid capacity revenues, net - - - - -
Nuclear decontamination and decommissioning fund - - - - -
Miscellaneous 290 19,727 138,942 - 808
------- ------- -------- -------- -------
Total 290 19,727 145,906 - 3,714
------- ------- -------- -------- -------
TOTAL CAPITALIZATION AND LIABILITIES $43,058 $83,595 $546,420 $119,271 $16,370
======= ======= ======== ======== =======
</TABLE>
The notes to the financial statements (herein incorporated by reference as part
of exhibit numbers A-1 through A-6 inclusive) are an integral part of this
statement.
A-9
<PAGE> 50
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1993
(Stated in Thousands of Dollars)
<TABLE>
<CAPTION>
Intercompany
Eliminations
and Transfers
Consolidated Add (Deduct) SOUTHERN ALABAMA GEORGIA GULF
------------ ------------- -------- ------- ------- ----
<S> <C> <C> <C> <C> <C> <C>
COMMON STOCK EQUITY:
Common stock, par value $5 per share
Authorized -- 1,000,000,000 shares
Outstanding -- 642,661,658 shares $3,213,308 $ - $3,213,308 $ - $ - $ -
Common stock of subsidiaries - (699,759) - 224,358 344,250 38,060
Paid-in capital 1,502,193 (4,447,485) 1,503,205 1,304,645 2,384,348 218,282
Premium on preferred stock 1,012 - - 146 413 81
Additional minimum liability for under-funded
pension obligation - 2,121 - - - -
Retained earnings 2,967,706 (2,653,778) 2,967,706 997,199 1,316,447 157,773
---------- ----------- ---------- ---------- ---------- --------
Total common stock equity 7,684,219 (7,798,901) 7,684,219 2,526,348 4,045,458 414,196
---------- ----------- ---------- ---------- ---------- --------
CUMULATIVE PREFERRED STOCK OF
SUBSIDIARIES (See note on page A-14):
$100 par or stated value--
4.20% to 5.96% 199,299 - - 77,400 95,787 15,102
6.32% to 7.88% 205,404 - - 5,000 127,000 10,000
$25 par or stated value--
$1.90 to $2.125 295,000 - - - 295,000 -
6.40% to 7.60% 322,500 - - 238,000 - 49,500
Auction rates--at January 1, 1994;
2.72% to 2.92% 70,000 - - 70,000 - -
Adjustable rates--at January 1, 1994;
4.80% to 5.42% 240,000 - - 50,000 175,000 15,000
---------- ----------- ---------- ---------- ---------- --------
Total (annual dividend requirement--$85,332) 1,332,203 - - 440,400 692,787 89,602
---------- ----------- ---------- ---------- ---------- --------
CUMULATIVE PREFERRED STOCK OF
SUBSIDIARIES SUBJECT TO MANDATORY
REDEMPTION (See note on page A-14):
$100 par value--
11.36% (annual dividend requirement--$227) 2,000 - - - - 2,000
Less amount due within one year 1,000 - - - - 1,000
---------- ----------- ---------- ---------- ---------- --------
Total excluding amount due within one year 1,000 - - - - 1,000
---------- ----------- ---------- ---------- ---------- --------
<CAPTION>
SOUTHERN Non-Core
MISSISSIPPI SAVANNAH SEGCO SCS NUCLEAR Business (1)
----------- -------- ----- --- -------- ------------
(Unaudited)
<S> <C> <C> <C> <C> <C> <C>
COMMON STOCK EQUITY:
Common stock, par value $5 per share
Authorized -- 1,000,000,000 shares
Outstanding -- 642,661,658 shares $ - $ - $ - $ - $ - $ -
Common stock of subsidiaries 37,691 54,223 328 725 10 6
Paid-in capital 154,362 8,688 32,472 56 1,522 7,243
Premium on preferred stock 372 - - - - -
Additional minimum liability for under-funded
pension obligation - (2,121) - - - -
Retained earnings 129,343 93,479 25,602 - - (4,696)
-------- -------- ------- ---- ------ -------
Total common stock equity 321,768 154,269 58,402 781 1,532 2,553
-------- -------- ------- ---- ------ -------
CUMULATIVE PREFERRED STOCK OF
SUBSIDIARIES (See note on page A-14):
$100 par or stated value--
4.20% to 5.96% 11,010 - - - - -
6.32% to 7.88% 63,404 - - - - -
$25 par or stated value--
$1.90 to $2.125 - - - - - -
6.40% to 7.60% - 35,000 - - - -
Auction rates--at January 1, 1994;
2.72% to 2.92% - - - - - -
Adjustable rates--at January 1, 1994;
4.80% to 5.42% - - - - - -
-------- -------- ------- ---- ------ -------
Total (annual dividend requirement--$85,332) 74,414 35,000 - - - -
-------- -------- ------- ---- ------ -------
CUMULATIVE PREFERRED STOCK OF
SUBSIDIARIES SUBJECT TO MANDATORY
REDEMPTION (See note on page A-14):
$100 par value--
11.36% (annual dividend requirement--$227) - - - - - -
Less amount due within one year - - - - - -
-------- -------- ------- ---- ------ -------
Total excluding amount due within one year - - - - - -
-------- -------- ------- ---- ------ -------
(1) Includes SDIG and SERC.
</TABLE>
(Continued on following page.)
A-10
<PAGE> 51
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1993
(Stated in Thousands of Dollars)
(Continued)
<TABLE>
<CAPTION>
SEI SEBH SEIH SEIH-III SEWG
--- ---- ---- -------- ----
<S> <C> <C> <C> <C> <C>
COMMON STOCK EQUITY:
Common stock, par value $5 per share
Authorized -- 1,000,000,000 shares
Outstanding -- 642,661,658 shares $ - $ - $ - $ - $ -
Common stock of subsidiaries 100 5 1 1 1
Paid-in capital 67,817 31,945 188,492 46,601 -
Premium on preferred stock - - - - -
Additional minimum liability for under-funded pension
obligation - - - - -
Retained earnings (59,468) 2,516 (4,157) 326 (586)
-------- ------- -------- ------- -----
Total common stock equity 8,449 34,466 184,336 46,928 (585)
-------- ------- -------- ------- -----
CUMULATIVE PREFERRED STOCK OF
SUBSIDIARIES (See note on page A-14):
$100 par or stated value--
4.20% to 5.96% - - - - -
6.32% to 7.88% - - - - -
$25 par or stated value--
$1.90 to $2.125 - - - - -
6.40% to 7.60% - - - - -
Auction rates--at January 1, 1994;
2.72% to 2.92% - - - - -
Adjustable rates--at January 1, 1994;
4.80% to 5.42% - - - - -
-------- ------- -------- ------- -----
Total (annual dividend requirement--$85,332) - - - - -
-------- ------- -------- ------- -----
CUMULATIVE PREFERRED STOCK OF
SUBSIDIARIES SUBJECT TO MANDATORY
REDEMPTION (See note on page A-14):
$100 par value--
11.36% (annual dividend requirement--$227) - - - - -
Less amount due within one year - - - - -
-------- ------- -------- ------- -----
Total excluding amount due within one year - - - - -
-------- ------- -------- ------- -----
</TABLE>
(Continued on following page.)
A-11
<PAGE> 52
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1993
(Stated in Thousands of Dollars)
(Continued)
<TABLE>
<CAPTION>
Intercompany
Eliminations
and Transfers
Consolidated Add (Deduct) SOUTHERN ALABAMA GEORGIA GULF
------------ ------------- -------- ------- ------- ----
<S> <C> <C> <C> <C> <C> <C>
LONG-TERM DEBT:
First mortgage bonds of subsidiaries--
Maturity Interest Rates
----------------------- ----------------
1994 4-5/8% 25,715 - - - - 12,000
1995 4-3/4% to 5-1/8% 141,000 - - - 130,000 -
1996 4-1/2% to 6% 235,000 - - 60,000 150,000 15,000
1997 5-7/8% 25,000 - - - - 25,000
1998 5% to 9.2% 249,486 - - 50,000 100,000 64,486
1999 through 2003 6% to 7% 1,580,000 - - 670,000 820,000 30,000
2004 through 2008 6-7/8% to 9% 230,050 - - 175,000 50,000 5,050
2014 through 2018 10% to 10-5/8% 84,959 - - 15,243 69,716 -
2019 through 2023 7.30% to 9-3/8% 1,908,700 - - 900,000 760,000 50,000
2032 Variable rates 200,000 - - - 200,000 -
----------- ----------- ---------- ---------- ---------- --------
Total first mortgage bonds 4,679,910 - - 1,870,243 2,279,716 201,536
Other long-term debt 2,961,597 (74,206) - 582,554 1,796,308 212,375
Unamortized debt premium (discount), net (74,414) - - (30,947) (34,094) (3,100)
----------- ----------- ---------- ---------- ---------- --------
Total long-term debt (annual interest
requirement--$580,516) 7,567,093 (74,206) - 2,421,850 4,041,930 410,811
Less amount due within one year 155,638 - - 58,998 10,543 41,552
----------- ----------- ---------- ---------- ---------- --------
Long-term debt excluding amount due
within one year 7,411,455 (74,206) - 2,362,852 4,031,387 369,259
----------- ----------- ---------- ---------- ---------- --------
TOTAL CAPITALIZATION $16,428,877 $(7,873,107) $7,684,219 $5,329,600 $8,769,632 $874,057
=========== =========== ========== ========== ========== ========
<CAPTION>
SOUTHERN Non-Core
MISSISSIPPI SAVANNAH SEGCO SCS NUCLEAR Business(1)
----------- -------- ----- --- -------- --------
(Unaudited)
<S> <C> <C> <C> <C> <C> <C>
LONG-TERM DEBT:
First mortgage bonds of subsidiaries--
Maturity Interest Rates
----------------------- ----------------
1994 4-5/8% 10,000 3,715 - - - -
1995 4-3/4% to 5-1/8% 11,000 - - - - -
1996 4-1/2% to 6% 10,000 - - - - -
1997 5-7/8% - - - - - -
1998 5% to 9.2% 35,000 - - - - -
1999 through 2003 6% to 7% 40,000 20,000 - - - -
2004 through 2008 6-7/8% to 9% - - - - - -
2014 through 2018 10% to 10-5/8% - - - - - -
2019 through 2023 7.30% to 9-3/8% 83,700 115,000 - - - -
2032 Variable rates - - - - - -
-------- -------- -------- ------- ------ ------
Total first mortgage bonds 189,700 138,715 - - - -
Other long-term debt 82,843 20,266 84,400 84,608 5,000 -
Unamortized debt premium (discount), net (2,807) (3,144) (322) - - -
-------- -------- -------- ------- ------ ------
Total long-term debt (annual interest
requirement--$580,516) 269,736 155,837 84,078 84,608 5,000 -
Less amount due within one year 19,345 4,499 - 10,132 - -
-------- -------- -------- ------- ------ ------
Long-term debt excluding amount due
within one year 250,391 151,338 84,078 74,476 5,000 -
-------- -------- -------- ------- ------ ------
TOTAL CAPITALIZATION $646,573 $340,607 $142,480 $75,257 $6,532 $2,553
======== ======== ======== ======= ====== ======
(1) Includes SDIG and SERC.
</TABLE>
(Continued on following page.)
A-12
<PAGE> 53
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1993
(Stated in Thousands of Dollars)
(Continued)
<TABLE>
<CAPTION>
SEI SEBH SEIH SEIH-III SEWG
--- ---- ---- -------- ----
<S> <C> <C> <C> <C> <C>
LONG-TERM DEBT:
First mortgage bonds of subsidiaries--
Maturity Interest Rates
------------------------ -----------------------
1994 4-5/8% - - - - -
1995 4-3/4% to 5-1/8% - - - - -
1996 4-1/2% to 6% - - - - -
1997 5-7/8% - - - - -
1998 5% to 9.2% - - - - -
1999 through 2003 6% to 7% - - - - -
2004 through 2008 6-7/8% to 9% - - - - -
2014 through 2018 10% to 10-5/8% - - - - -
2019 through 2023 7.30% to 9-3/8% - - - - -
2032 Variable rates - - - - -
------ ------- -------- -------- ------
Total first mortgage bonds - - - - -
Other long-term debt - 23,773 71,524 67,369 4,783
Unamortized debt premium (discount), net - - - - -
------ ------- -------- -------- ------
Total long-term debt (annual interest
requirement--$580,516) - 23,773 71,524 67,369 4,783
Less amount due within one year - 2,883 7,686 - -
------ ------- -------- -------- ------
Long-term debt excluding amount due
within one year - 20,890 63,838 67,369 4,783
------ ------- -------- -------- ------
TOTAL CAPITALIZATION $8,449 $55,356 $248,174 $114,297 $4,198
====== ======= ======== ======== ======
</TABLE>
The notes to the financial statements (herein incorporated by reference
as part of exhibit numbers A-1 through A-6 inclusive) are an
integral part of this statement.
A-13
<PAGE> 54
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1993
(CONTINUED)
NOTE TO CONSOLIDATING STATEMENT OF CAPITALIZATION:
Shares authorized, shares outstanding and redemption prices of the preferred
stock are shown below:
<TABLE>
<CAPTION>
Shares
--------------------------- Redemption Price
Series Authorized Outstanding Per Share**
- ----------------------------- ---------- ----------- ----------------
<S> <C> <C> <C>
Cumulative Preferred Stock,
$100 par or stated value--
4.20% to 5.96% 2,165,125 1,992,993 $102.18 to $110.00
6.32% to 7.88% 2,054,040 2,054,040 $101.82 to $108.32*
Undesignated 6,656,600 - -
$25 par or stated value--
$1.90 to $2.125 11,800,000 11,800,000 $26.90* to $27.13*
6.40% to 7.60% 12,900,000 12,900,000 $26.60* to $26.90*
Adjustable rate--at 1/1/94:
4.80%-1993 Series 600,000 600,000 $ 26.25*
4.95%-Series of 1993 2,000,000 2,000,000 $ 26.25*
5.42%-First Series
of 1993 3,000,000 3,000,000 $ 27.50*
4.98%-Second Series
of 1993 4,000,000 4,000,000 $ 27.50*
Undesignated 32,000,000 - -
$1 Par Value--Undesignated 15,479,800 - -
Auction rate--at 1/1/94: 2.92%
$100 Stated Capital 500,000 500,000 $ 100
Auction rate--at 1/1/94: 2.72%
$100,000 Stated Capital 200 200 $ 100,000
$10 Par or Stated Value--
Undesignated 7,420,000 - -
Cumulative Preferred Stock
Subject to Mandatory
Redemption,
$100 par value--
11.36% 20,000 20,000 $ 105.68*
</TABLE>
*Amount of premium in excess of par or stated value reduces in future years.
**Plus accrued dividends in each case.
A-14
<PAGE> 55
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1993
(Stated in Thousands of Dolllars)
<TABLE>
<CAPTION>
Intercompany
Eliminations
and Transfers
Consolidated Add (Deduct) SOUTHERN ALABAMA GEORGIA GULF
------------ ------------- -------- ------- ------- ----
<S> <C> <C> <C> <C> <C> <C>
BALANCE, December 31, 1992 $2,720,670 $(2,415,254) $2,720,670 $ 914,148 $1,159,380 $146,771
ADD:
Net income after dividends
on preferred stock of
subsidiary companies 1,001,848 (1,023,978) 1,001,848 346,494 569,853 54,311
---------- ----------- ---------- ---------- ---------- --------
3,722,518 (3,439,232) 3,722,518 1,260,642 1,729,233 201,082
DEDUCT (ADD):
Cash dividends paid--
On common stock of
SOUTHERN at a quarterly
rate of 28-1/2 cents per share 725,572 - 725,572 - - -
On common stock of
subsidiary companies - (758,358) - 252,900 402,400 41,800
Common and preferred stock
transactions, net 29,240 (27,096) 29,240 10,543 10,386 1,509
---------- ----------- ---------- ---------- ---------- --------
BALANCE, December 31, 1993 $2,967,706 $(2,653,778) $2,967,706 $ 997,199 $1,316,447 $157,773
========== =========== ========== ========== ========== ========
<CAPTION>
Non-Core
MISSISSIPPI SAVANNAH SEGCO Business(1) SEI SEBH SEIH SEIH-III SEWG
----------- -------- ----- -------- --- ---- ---- -------- ----
(Unaudited)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE, December 31, 1992 $118,429 $ 95,155 $28,606 ($5,235) ($42,000) $ - $ - $ - $ -
ADD:
Net income after dividends
on preferred stock of
subsidiary companies 42,436 21,459 8,254 539 (17,468) 2,516 (4,157) 326 (585)
-------- -------- ------- ------- -------- ------ ------- ---- -----
160,865 116,614 36,860 (4,696) (59,468) 2,516 (4,157) 326 (585)
DEDUCT (ADD):
Cash dividends paid--
On common stock of
SOUTHERN at a quarterly
rate of 28-1/2 cents per share - - - - - - - - -
On common stock of
subsidiary companies 29,000 21,000 11,258 - - - - - -
Common and preferred stock
transactions, net 2,522 2,135 - - - - - - 1
-------- -------- ------- ------- -------- ------ ------- ---- -----
BALANCE, December 31, 1993 $129,343 $ 93,479 $25,602 ($4,696) ($59,468) $2,516 $(4,157) $326 $(586)
======== ======== ======= ======= ======== ====== ======= ==== =====
(1) Includes SDIG and SERC.
</TABLE>
The notes to the financial statements (herein incorporated by reference as part
of exhibit numbers A-1 through A-6 inclusive) are an integral part of this
statement.
A-15
<PAGE> 56
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF PAID-IN CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 1993
(Stated in Thousands of Dollars)
<TABLE>
<CAPTION>
Intercompany
Eliminations
and Transfers
Consolidated Add (Deduct) SOUTHERN ALABAMA GEORGIA
------------ ------------- -------- ------- -------
<S> <C> <C> <C> <C> <C>
BALANCE, December 31, 1992 $ 2,929,275 ($4,141,563) $2,930,676 $1,304,645 $2,384,140
ADD (DEDUCT):
Proceeds from issuance of
common stock over the
par value therof -
(SOUTHERN-804,693 shares) 180,503 (31,972) 180,503 - -
Adjustment for two-for-one
stock split (1,606,654) - (1,606,654) - -
Contributions to capital for the
twelve month period - (274,339) - 208
Premium on preferred stock - 389 (389) - -
Other (931) - (931) - -
----------- ----------- ---------- ---------- ----------
BALANCE, December 31, 1993 $ 1,502,193 ($4,447,485) $1,503,205 $1,304,645 $2,384,348
=========== =========== ========== ========== ==========
<CAPTION>
SOUTHERN Non-Core
GULF MISSISSIPPI SAVANNAH SEGCO SCS NUCLEAR Business(1)
---- ----------- -------- ----- --- -------- -----------
(Unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, December 31, 1992 $218,271 $124,326 $8,688 $32,472 $37 $1,420 $7,243
ADD (DEDUCT):
Proceeds from issuance of
common stock over the
par value therof -
(SOUTHERN-804,693 shares) - - - - - - -
Adjustment for two-for-one
stock split - - - - - - -
Contributions to capital for the
twelve month period 11 30,036 - 19 102 -
Premium on preferred stock - - - - - - -
Other - - - - - - -
-------- -------- ------ ------- --- ------ ------
BALANCE, December 31, 1993 $218,282 $154,362 $8,688 $32,472 $56 $1,522 $7,243
======== ======== ====== ======= === ====== ======
<CAPTION>
SEI SEBH SEIH SEIH-III
--- ---- ---- --------
<S> <C> <C> <C> <C>
BALANCE, December 31, 1992 $58,920 $ - $ - $ -
ADD (DEDUCT):
Proceeds from issuance of
common stock over the
par value therof -
(SOUTHERN-804,693 shares) - 31,945 26 1
Adjustment for two-for-one
stock split - - - -
Contributions to capital for the
twelve month period 8,897 188,466 46,600
Premium on preferred stock - - - -
Other - - - -
------- ---------- ------------ --------
BALANCE, December 31, 1993 $67,817 $ 31,945 $ 188,492 $ 46,601
======= ========== ============ ========
</TABLE>
(1) Includes SDIG and SERC.
The notes to the financial statements (herein incorporated by reference
as part of exhibit numbers A-1 through A-6 inclusive) are an integral part of
this statement.
A-16
<PAGE> 57
Notes to Financial Statements
at December 31, 1993
(1) The notes to the financial statements are herein incorporated by
reference as part of exhibit numbers A-1 through A-6 inclusive and are
an integral part of the financial statements.
A-17
<PAGE> 58
ALABAMA AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1993
(in thousands)
<TABLE>
<CAPTION>
ALABAMA ALABAMA
CONSOLIDATED ELIMINATIONS CORPORATE COLUMBIA
------------ ------------ --------- --------
<S> <C> <C> <C> <C>
OPERATING REVENUES: $3,007,609 $(48,967) $3,007,609 $48,967
---------- -------- ---------- -------
OPERATING EXPENSES:
Operation--
Fuel 877,099 (45,649) 877,099 45,649
Purchased power from non-affiliates 120,330 - 120,330 -
Purchased power from affiliates 15,230 - 15,230 -
Proceeds from settlement
of disputed contracts (2,568) - (2,568) -
Other 473,383 (3,318) 473,383 3,318
Maintenance 252,506 - 252,506 -
Depreciation 290,310 - 290,310 -
Taxes other than income taxes 178,997 - 178,997 -
Federal and state income taxes 207,210 - 207,210 -
---------- -------- ---------- -------
Total operating expenses 2,412,497 (48,967) 2,412,497 48,967
---------- -------- ---------- -------
OPERATING INCOME 595,112 - 595,112 -
OTHER INCOME (EXPENSE):
Allowance for equity funds used
during construction 3,260 - 3,260 -
Income from subsidiary 4,127 - 4,127 (Note A) -
Charitable foundation (3,000) - (3,000) -
Other, net 6,594 - 6,594 (Note B) -
---------- -------- ---------- -------
INCOME BEFORE INTEREST CHARGES 606,093 - 606,093 -
---------- -------- ---------- -------
INTEREST CHARGES AND PREFERRED
DIVIDENDS:
Interest on long-term debt 184,861 - 184,861 -
Allowance for debt funds used
during construction (2,992) - (2,992) -
Interest on notes payable 3,760 - 3,760 -
Amortization of debt discount,
premium, and expense, net 8,937 - 8,937 -
Other interest charges 35,474 - 35,474 -
---------- -------- ---------- -------
Net interest charges 230,040 - 230,040 -
---------- -------- ---------- -------
NET INCOME 376,053 - 376,053 -
DIVIDENDS ON PREFERRED STOCK 29,559 - 29,559 -
---------- -------- ---------- -------
NET INCOME AFTER PREFERRED STOCK
DIVIDENDS $ 346,494 $ - $ 346,494 $ -
========== ======== ========== =======
</TABLE>
A-18
<PAGE> 59
ALABAMA AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1993
(in thousands)
<TABLE>
<CAPTION>
ALABAMA ALABAMA
CONSOLIDATED ELIMINATIONS CORPORATE COLUMBIA
------------ ------------ --------- --------
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES:
Net income after dividends on
preferred stock of subsidiary
companies $346,494 $ - $ 346,494 -
Adjustments to reconcile consolidated
net income to net cash provided by
operating activities-
Depreciation and amortization 356,499 - 356,499 -
Deferred income taxes and investment
tax credits 32,994 - 32,994 -
Allowance for equity funds used
during construction (3,260) - (3,260) -
Other, net 36,493 - 36,493 -
Changes in current assets and
liabilities-
Receivables, net 19,215 (8,227) 19,215 8,227
Inventories 51,630 - 51,630 -
Payables 31,544 - 31,544 -
Taxes accrued (9,959) - (9,959)
Energy cost recovery, retail (56,128) - (56,128) -
Other (23,650) 17 (23,650) (17)
-------- ------- --------- -------
NET CASH PROVIDED FROM
OPERATING ACTIVITIES 781,872 (8,210) 781,872 8,210
-------- ------- --------- -------
INVESTING ACTIVITIES:
Gross property additions (435,843) - (435,843) -
Other (741) - (741) -
-------- ------- --------- -------
NET CASH USED IN INVESTING
ACTIVITIES (436,584) - (436,584) -
-------- ------- --------- -------
FINANCING ACTIVITIES:
Proceeds-
Preferred stock 158,000 - 158,000 -
First mortgage bonds 860,000 - 860,000 -
Other long-term debt 180,314 970 180,314 (970)
Retirements-
Prefered stock (207,000) - (207,000) -
First mortgage bonds (699,788) - (699,788) -
Other long-term debt (181,329) 7,244 (181,329) (7,244)
Interim obligations, net (156,917) - (156,917) -
Payment of common stock dividends (252,900) - (252,900) -
Miscellaneous (56,064) - (56,064) -
-------- ------- --------- -------
NET CASH USED FOR
FINANCING ACTIVITIES (355,684) 8,214 (355,684) (8,214)
-------- ------- --------- -------
NET CHANGE IN CASH (10,396) 4 (10,396) (4)
CASH AT BEGINNING OF YEAR 13,629 (4) 13,629 4
-------- ------- --------- -------
CASH AT THE END OF THE YEAR $ 3,233 $ - $ 3,233 $ -
======== ======= ========= =======
</TABLE>
A-19
<PAGE> 60
ALABAMA AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1993
(in thousands)
<TABLE>
<CAPTION>
ALABAMA ALABAMA
CONSOLIDATED ELIMINATIONS CORPORATE COLUMBIA
------------ ------------ --------- --------
ASSETS
------
<S> <C> <C> <C> <C>
UTILTY PLANT $6,692,322 $ - $6,692,322 $ -
INVESTMENTS:
Investments in affiliated companies 29,201 - 29,201 (Note C) -
Nuclear decommissioning trusts 49,550 - 49,550 -
Miscellaneous 20,434 - 20,434 (Note D) -
---------- --------- ---------- ---------
Total 99,185 - 99,185 -
---------- --------- ---------- ---------
CURRENT ASSETS:
Cash 3,233 - 3,233 -
Receivables, net 398,482 (96,235) 398,482 96,235
Fossil fuel stock, at average cost 88,481 - 88,481 -
Materials and supplies, at
average cost 176,728 - 176,728 -
Prepayments 91,147 - 91,147 -
Vacation pay deferred 22,680 - 22,680 -
----------- --------- ---------- ---------
Total 780,751 (96,235) 780,751 96,235
---------- --------- ---------- ---------
DEFERRED CHARGES:
Deferred charges related to income
taxes 469,010 - 469,010 -
Miscellaneous 207,415 - 207,415 -
----------- --------- ---------- ---------
Total 676,425 - 676,425 -
----------- --------- ---------- ---------
TOTAL ASSETS $8,248,683 $ (96,235) $8,248,683 $ 96,235
========== ========= ========== =========
</TABLE>
A-20
<PAGE> 61
ALABAMA AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1993
(in thousands)
<TABLE>
<CAPTION>
ALABAMA ALABAMA
CONSOLIDATED ELIMINATIONS CORPORATE COLUMBIA
------------ ------------ --------- --------
CAPITALIZATION AND
- ------------------
LIABILITIES
-----------
<S> <C> <C> <C> <C>
CAPITALIZATION:
Common stock equity $2,526,348 $ (1) $2,526,348 $ 1
Preferred stock 440,400 - 440,400 -
Long-term debt 2,362,852 (58,035) 2,362,852 58,035
---------- --------- ---------- --------
Total 5,329,600 (58,036) 5,329,600 58,036
---------- --------- ---------- --------
CURRENT LIABILITIES:
Long-term debt due within
one year 58,998 (38,143) 58,998 38,143
Notes payable to banks 40,000 - 40,000 -
Accounts payable, net 334,998 - 334,998 -
Customer deposits 31,198 - 31,198 -
Taxes accrued 40,144 - 40,144 -
Interest accrued 52,809 - 52,809 -
Vacation pay accrued 22,680 - 22,680 -
Miscellaneous 50,426 (56) 50,426 56
---------- --------- ---------- --------
Total 631,253 (38,199) 631,253 38,199
---------- --------- ---------- --------
DEFERRED CREDITS:
Acculmulated deferred income taxes 1,165,127 - 1,165,127 -
Deferred credits related to income
taxes 441,240 - 441,240
Miscellaneous 681,463 - 681,463 -
---------- --------- ---------- --------
Total 2,287,830 - 2,287,830 -
---------- --------- ---------- --------
TOTAL CAPITALIZATION AND
LIABILITIES $8,248,683 $ (96,235) $8,248,683 $ 96,235
========== ========= ========== ========
</TABLE>
A-21
<PAGE> 62
NOTES TO ALABAMA'S CONSOLIDATED
FINANCIAL STATEMENTS
(A) Represents equity in earnings of SEGCO, a non-consolidated
subsidiary in which ALABAMA has 50% ownership, which is
accounted for on the equity basis. See pages A-2 through
A-16 for SEGCO's financial statements consolidated for
SOUTHERN.
(B) Includes $7,304,000 equity in earnings of Alabama Property
Company, a non-consolidated subsidiary, which is accounted
for on the equity basis. See pages A-23 through A-25 for
Alabama Property Company's financial statements.
(C) Represents ALABAMA's investment in SEGCO.
(D) Includes $12,986,000 of investments in Alabama Property
Company.
A-22
<PAGE> 63
ALABAMA PROPERTY COMPANY
STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1993
(Unaudited; Not Consolidated in Parent, ALABAMA)
(in thousands)
<TABLE>
<S> <C>
REVENUES:
Sales of recreational lots $14,135
Other sales 300
Rentals 82
-------
Total Revenues 14,517
-------
COSTS AND EXPENSES:
Cost of recreational lot sales 2,350
Other cost of sales 19
Selling, administrative and general expenses 898
-------
Total costs and expenses 3,267
-------
OPERATING INCOME 11,250
OTHER INCOME:
Interest income 144
Other 39
-------
INCOME BEFORE PROVISION FOR INCOME TAXES 11,433
PROVISION FOR INCOME TAXES 4,129
-------
NET INCOME $ 7,304
=======
</TABLE>
ALABAMA PROPERTY COMPANY
STATEMENT OF RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1993
(Unaudited; Not Consolidated in Parent, ALABAMA)
(in thousands)
<TABLE>
<S> <C>
RETAINED EARNINGS AT DECEMBER 31, 1992 $11,232
Add: Net income 7,304
Less: Dividend on common stock (6,000)
--------
RETAINED EARNINGS AT DECEMBER 31, 1993 $12,536
========
</TABLE>
A-23
<PAGE> 64
ALABAMA PROPERTY COMPANY
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1993
(Unaudited; Not Consolidated in Parent, ALABAMA)
(in thousands)
<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 7,304
Adjustments to reconcile net income to net cash
provided by operating activities:
Additions to property held for sale (1,193)
Property cost of lot sales 2,353
Changes in current assets and liabilities:
Interest receivable (4)
Accounts receivable 31
Prepayments and other current assets (61)
Payable to parent company 157
Accrued income taxes (444)
Other accrued taxes (1)
-------
Total adjustments 838
-------
NET CASH PROVIDED FROM OPERATING ACTIVITIES 8,142
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends Paid (6,000)
-------
NET CHANGE IN CASH AND CASH EQUIVALENTS 2,142
CASH AND CASH EQUIVALENTS, Beginning of year 5,092
-------
CASH AND CASH EQUIVALENTS, End of year $ 7,234
=======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Net cash paid during the year for income taxes $ 4,673
</TABLE>
A-24
<PAGE> 65
ALABAMA PROPERTY COMPANY
BALANCE SHEET AT DECEMBER 31, 1993
(Unaudited; Not Consolidated in Parent, ALABAMA)
(in thousands)
<TABLE>
<CAPTION>
ASSETS
------
<S> <C>
CURRENT ASSETS:
Cash $ 5
Temporary cash investments 7,229
Interest receivable 10
Accounts receivable 380
Prepaid income taxes 42
Prepayments and other current assets 76
-------
Total current assets 7,742
PROPERTY AND MINERAL RIGHTS HELD FOR
FUTURE DEVELOPMENT 5,472
-------
Total Assets $13,214
=======
LIABILITIES AND CAPITALIZATION
------------------------------
CURRENT LIABILITIES:
Payable to Parent Company $ 172
Accrued income taxes 27
Other accrued taxes 29
-------
Total current liabilities 228
-------
CAPITALIZATION:
Common stock, $150 par value; 1,000 shares
authorized, issued and outstanding 150
Additional paid-in capital 300
Retained earnings 12,536
-------
Total capitalization 12,986
-------
Total liabilities and capitalization $13,214
=======
</TABLE>
A-25
<PAGE> 66
COLUMBIA FUELS, INC.
STATEMENT OF INCOME FOR THE YEAR ENDED
DECEMBER 31, 1993
(Consolidated in Parent, ALABAMA)
($ in thousands)
<TABLE>
<S> <C>
REVENUES:
Nuclear fuel rental $45,649
Daily lease charge 228
Interest 3,007
Miscellaneous 83
-------
Total revenues 48,967
-------
EXPENSES:
Nuclear fuel rental 45,649
Daily lease charge 228
Interest 3,007
Miscellaneous 83
-------
Total expenses 48,967
-------
Net Income $ -
=======
</TABLE>
A-26
<PAGE> 67
COLUMBIA FUELS, INC.
STATEMENT OF CASH FLOWS
DECEMBER 31, 1993
(Consolidated in Parent, ALABAMA)
($ in thousands)
<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ -
Adjustments to reconcile net income to cash:
Receivables - other 115
Receivables - nuclear fuel 8,112
Advance rent revenues (3)
Accrued fees (14)
-------
Net cash provided from operating activities 8,210
CASH FLOWS FROM FINANCING ACTIVITIES:
Current maturities of long-term debt (7,244)
Borrowing on long-term debt (906)
Unamortized discounts on commercial paper notes (64)
-------
Net cash from financing activities (8,214)
-------
NET DECREASE IN CASH (4)
CASH AT BEGINNING OF THE YEAR 4
-------
CASH AT END OF THE YEAR $ -
=======
</TABLE>
A-27
<PAGE> 68
COLUMBIA FUELS, INC.
BALANCE SHEET AT DECEMBER 31, 1993
(Consolidated in Parent, ALABAMA)
($ in thousands)
<TABLE>
<CAPTION>
ASSETS
------
<S> <C>
CURRENT ASSETS:
Cash $ -
Accounts receivable - other 291
Accounts receivable - nuclear fuel 37,722
-------
Total current assets 38,013
-------
OTHER ASSETS:
Accounts receivable - nuclear fuel 58,222
-------
TOTAL ASSETS $96,235
=======
LIABILITIES AND CAPITALIZATION
------------------------------
CURRENT LIABILITIES:
Accrued fees $ 56
Long-term debt due within one year 38,143
Less: Unamortized discounts on commercial
paper notes (187)
-------
Total current liabilities 38,012
LONG TERM LIABILITIES:
Long-term debt 58,222
-------
Total liabilties 96,234
-------
CAPITALIZATION:
Common stock, $1.00 par value; 1,000 shares
authorized, issued and outstanding 1
Retained earnings -
-------
Total shareholder's equity 1
-------
TOTAL LIABILITIES AND CAPITALIZATION $96,235
=======
</TABLE>
A-28
<PAGE> 69
GEORGIA AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1993
(in thousands)
<TABLE>
<CAPTION>
GEORGIA GEORGIA
CONSOLIDATED ELIMINATIONS CORPORATE PIEDMONT
------------ ------------ --------- --------
<S> <C> <C> <C> <C>
OPERATING REVENUES: $4,451,181 $ - $4,451,181 $ -
OPERATING EXPENSES:
Operation--
Fuel 951,507 - 951,507 -
Purchased power from affiliates 194,024 - 194,024 -
Purchased power from non-affiliates 313,170 - 313,170 -
Other 675,284 - 675,284 -
Maintenance 284,521 - 284,521 -
Depreciation and amortization 379,425 - 379,323 102
Amortization of deferred Plant Vogtle
expenses, net 36,284 - 36,284 -
Taxes other than income taxes 192,671 - 192,512 159
Federal and state income taxes 452,122 - 452,181 (59)
---------- -------- ---------- ------
Total operating expenses 3,479,008 - 3,478,806 202
---------- -------- ---------- ------
OPERATING INCOME 972,173 - 972,375 (202)
OTHER INCOME (EXPENSE):
Allowance for equity funds used
during construction 3,168 - 3,168 -
Interest income 3,806 (715) 4,520 1
Other, net 16,029 - 15,000 (Note A) 1,029
Other income taxes applicable to
other income 37,661 - 37,741 (80)
---------- -------- ---------- ------
INCOME BEFORE INTEREST CHARGES 1,032,837 (715) 1,032,804 748
---------- -------- ---------- ------
INTEREST CHARGES AND PREFERRED DIVIDENDS:
Interest on long-term debt 343,634 (715) 343,634 715
Allowance for debt funds used
during construction (8,271) - (8,271) -
Interest on interim obligations 15,530 - 15,530 -
Amortization of debt discount,
premium, and expense, net 14,024 - 14,024 -
Other interest charges 47,393 - 47,393 -
---------- -------- ---------- ------
Net interest charges 412,310 (715) 412,310 715
---------- -------- ---------- ------
NET INCOME 620,527 - 620,494 33
DIVIDENDS ON PREFERRED STOCK 50,674 - 50,674 -
---------- -------- ---------- ------
NET INCOME AFTER DIVIDENDS
ON PREFERRED STOCK $ 569,853 $ - $ 569,820 $ 33
========== ======== ========== ======
</TABLE>
A-29
<PAGE> 70
GEORGIA AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1993
(in thousands)
<TABLE>
<CAPTION>
GEORGIA GEORGIA
CONSOLIDATED ELIMINATIONS CORPORATE PIEDMONT
------------ ------------ --------- --------
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES:
Net income after dividends on preferred stock $ 569,853 $ - $ 569,820 $ 33
Adjustments to reconcile consolidated
net income to net cash provided by
operating activities-
Depreciation and amortization 475,152 - 475,050 102
Deferred income taxes and investment
tax credits, net 150,735 - 150,717 18
Allowance for equity funds used
during construction (3,168) - (3,168) -
Deferred Plant Vogtle costs 36,284 36,284 -
Other, net (46,227) - (46,227) -
Changes in current assets and
liabilities-
Receivables, net 27,088 - 27,088 -
Inventories 82,433 - 82,433 -
Payables 17,364 - 17,364 -
Taxes accrued 15,377 - 15,261 116
Energy cost recovery, retail (74,260) - (74,260) -
Other (38,140) - (38,140) -
---------- ----- ----------- -----
NET CASH PROVIDED FROM OPERATING
ACTIVITIES 1,212,491 - 1,212,222 269
---------- ----- ----------- -----
INVESTING ACTIVITIES:
Gross property additions (674,432) - (674,432) -
Adjustment to property additions, net 218,533 (268) 218,801 -
---------- ----- ----------- -----
NET CASH USED IN INVESTING
ACTIVITIES (455,899) (268) (455,631) -
---------- ----- ----------- -----
FINANCING ACTIVITIES:
Proceeds-
Preferred stock 175,000 - 175,000 -
First mortgage bonds 1,135,000 - 1,135,000 -
Pollution control bonds 145,425 - 145,425 -
Long-term notes 37,000 - 37,000 -
Redemptions-
Preferred stock (245,005) - (245,005) -
First mortgage bonds (1,337,822) - (1,337,822) -
Pollution control bonds (145,465) - (145,465) -
Other long-term debt (19,451) 268 (19,451) (268)
Interim obligations, net (51,444) - (51,444) -
Payment of common stock dividends (402,400) - (402,400) -
Miscellaneous (63,648) - (63,648) -
---------- ----- ----------- -----
NET CASH PROVIDED FROM
FINANCING ACTIVITIES (772,810) 268 (772,810) (268)
---------- ----- ----------- -----
NET CHANGE IN CASH AND
CASH EQUIVALENTS (16,218) - (16,219) 1
CASH AND CASH EQUIVALENTS
AT THE BEGINNING OF THE YEAR 22,114 - 22,075 39
---------- ----- ----------- -----
CASH AND CASH EQUIVALENTS
AT THE END OF THE YEAR $ 5,896 $ - $ 5,856 $ 40
========== ===== =========== =====
</TABLE>
A-30
<PAGE> 71
GEORGIA AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1993
(in thousands)
<TABLE>
<CAPTION>
GEORGIA GEORGIA
CONSOLIDATED ELIMINATIONS CORPORATE PIEDMONT
------------ ------------ --------- --------
<S> <C> <C> <C> <C>
UTILITY PLANT $10,640,932 $ - $10,621,676 $19,256
----------- -------- ----------- -------
OTHER PROPERTY AND
INVESTMENTS 99,079 (21,006) 117,743 (Note B) 2,342
----------- -------- ----------- -------
CURRENT ASSETS:
Cash and cash equivalents 5,896 - 5,856 40
Receivables, net 614,728 - 614,728 -
Fossil fuel stock, at average cost 111,620 - 111,620 -
Materials and supplies, at
average cost 287,551 - 287,551 -
Prepayments 65,269 - 65,269 -
Vacation pay deferred 41,575 - 41,575 -
----------- -------- ----------- -------
Total 1,126,639 - 1,126,599 40
----------- -------- ----------- -------
DEFERRED CHARGES
Deferred charges related to income taxes 992,510 - 992,510 -
Miscellaneous 876,950 - 876,706 244
----------- -------- ----------- -------
Total 1,869,460 - 1,869,216 244
----------- -------- ----------- -------
TOTAL ASSETS $13,736,110 $(21,006) $13,735,234 $21,882
=========== ======== =========== =======
</TABLE>
A-31
<PAGE> 72
GEORGIA AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1993
(in thousands)
<TABLE>
<CAPTION>
GEORGIA GEORGIA
CONSOLIDATED ELIMINATIONS CORPORATE PIEDMONT
------------- ------------ --------- --------
CAPITALIZATION AND LIABILITIES
- ------------------------------
<S> <C> <C> <C> <C>
CAPITALIZATION:
Common stock equity $ 4,045,458 $ (9,809) $ 4,045,151 $10,116
Preferred stock 692,787 - 692,787 -
Long-term debt 4,031,387 (11,197) 4,031,387 11,197
----------- -------- ----------- -------
Total 8,769,632 (21,006) 8,769,325 21,313
----------- -------- ----------- -------
CURRENT LIABILITIES:
Long-term debt due within
one year 10,543 - 10,543 -
Notes payable to banks 406,700 - 406,700 -
Commercial paper 75,527 - 75,527 -
Accounts payable 324,044 - 324,044 -
Customer deposits 45,922 - 45,922 -
Taxes accrued 153,493 - 152,924 569
Interest accrued 110,497 - 110,497 -
Vacation pay accrued 40,060 - 40,060 -
Miscellaneous 64,527 - 64,527 -
----------- --------- ----------- -------
Total 1,231,313 - 1,230,744 569
----------- --------- ----------- -------
DEFERRED CREDITS:
Accumulated deferred income taxes 2,479,720 - 2,479,720 -
Miscellaneous 1,255,445 - 1,255,445 -
----------- -------- ----------- -------
Total 3,735,165 - 3,735,165 -
----------- -------- ----------- -------
TOTAL CAPITALIZATION AND
LIABILITIES $13,736,110 $(21,006) $13,735,234 $21,882
=========== ======== =========== =======
</TABLE>
A-32
<PAGE> 73
Notes to GEORGIA's Consolidated
Financial Statements
(A) Includes $4,127,000 equity in earnings for SEGCO, a
non-consolidated subsidiary in which GEORGIA has 50% ownership.
SEGCO is accounted for on the equity basis. See pages A-2
through A-16 for SEGCO's financial statements consolidated for
SOUTHERN.
(B) Includes $29,201,000 of investments in SEGCO.
A-33
<PAGE> 74
PIEDMONT-FORREST CORPORATION
STATEMENT OF INCOME AND
EARNINGS RETAINED IN THE BUSINESS
FOR THE YEAR ENDED DECEMBER 31, 1993
(Consolidated in Parent, GEORGIA)
(in thousands)
<TABLE>
<S> <C> <C>
REVENUES:
Rent $1,047
EXPENSES:
Interest $715
Taxes, net 180
Depreciation 102
Miscellaneous 17 1,014
---- ------
NET INCOME 33
EARNINGS RETAINED IN THE BUSINESS
AT DECEMBER 31, 1992 274
------
EARNINGS RETAINED IN THE BUSINESS
AT DECEMBER 31, 1993 $ 307
======
</TABLE>
A-34
<PAGE> 75
PIEDMONT-FORREST CORPORATION
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1993
(Consolidated in Parent, GEORGIA)
(in thousands)
<TABLE>
<S> <C>
OPERATING ACTIVITIES:
Net income $ 33
Deferred income taxes 18
Depreciation 102
Change in current liabilities 116
-----
269
FINANCING ACTIVITIES:
Decrease in advance from parent (268)
-----
NET CHANGE IN CASH $ 1
=====
</TABLE>
A-35
<PAGE> 76
PIEDMONT-FORREST CORPORATION
BALANCE SHEET AT DECEMBER 31, 1993
(Consolidated in Parent, GEORGIA)
($ in thousands)
<TABLE>
<CAPTION>
ASSETS
------
<S> <C> <C>
INVESTMENTS:
Plant-in-service $19,256
Non-utility property 2,342 $21,598
-------
CURRENT ASSETS:
Cash 40
DEFERRED DEBITS:
Accumulated deferred income taxes 244
-------
TOTAL ASSETS $21,882
=======
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
Common stock, $1 par (1,000,000 shares
authorized, 100,000 shares issued) $ 100
Other paid-in capital 9,709
Retained earnings 307 $10,116
------
Long-term debt - Advances from parent
company 11,197
-------
Total capitalization 21,313
CURRENT LIABILITIES:
Taxes accrued 569
-------
TOTAL CAPITALIZATION AND LIABILITIES $21,882
=======
</TABLE>
A-36
<PAGE> 77
EXHIBITS
Exhibits (including reference to previous filings):
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<S> <C>
A-1 Annual Report of SOUTHERN on Form 10-K for the year ended December 31, 1993. (File No. 1-3526.)
A-2 Annual Report of ALABAMA on Form 10-K for the year ended December 31, 1993. (File No. 1-3164.)
A-3 Annual Report of GEORGIA on Form 10-K for the year ended December 31, 1993. (File No. 1-6468.)
A-4 Annual Report of GULF on Form 10-K for the year ended December 31, 1993. (File No. 0-2429.)
A-5 Annual Report of MISSISSIPPI on Form 10-K for the year ended December 31, 1993. (File No. 0-6849.)
A-6 Annual Report of SAVANNAH on Form 10-K for the year ended December 31, 1993. (File No. 1-5072.)
A-7 Annual Report on Form U-13-60 for SEI for the year ended December 31, 1993.
B-1 Composite Certificate of Incorporation of SOUTHERN, reflecting all amendments to date.
(Designated in Registration No. 33-3546, as Exhibit 4(a), in Certificate of Notification, File
No. 70-7341, as Exhibit A and in Certificate of Notification, File No. 70-8181, as Exhibit A.)
B-2 By-laws of SOUTHERN as amended effective October 21, 1991, and as presently in effect.
(Designated in Form U-1, File No. 70-8181, as Exhibit A-2.)
B-3 Charter of ALABAMA and amendments thereto through November 19, 1993. (Designated in
Registration No. 2-59634 as Exhibit 2(b), in Registration No. 2-60209 as Exhibit 2(c), in
Registration No. 2-60484 as Exhibit 2(b), in Registration No. 2-70838 as Exhibit 4(a)-2, in
Registration No. 2-85987 as Exhibit 4(a)-2, in Registration No. 33-25539 as Exhibit 4(a)-2, in
Registration No. 33-43917 as Exhibit 4(a)-2, in Form 8-K dated February 5, 1992, File No. 1-
3164, as Exhibit 4(b)-3, in Form 8-K dated July 8, 1992, File No. 1-3164, as Exhibit 4(b)-3, in
Form 8-K dated October 27, 1993, File No. 1-3164, as Exhibits 4(a) and 4(b) and in Form 8-K
dated November 16, 1993, File No. 1-3164, as Exhibit 4(a).)
B-4 By-laws of ALABAMA as amended effective April 24, 1992, and as presently in effect. (Designated
in Registration No. 33-48885 as Exhibit 4(c).)
</TABLE>
A-37
<PAGE> 78
EXHIBITS
--------
Exhibits (including reference to previous filings): (Continued)
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<S> <C>
B-5 Charter of GEORGIA and amendments thereto through October 25, 1993. (Designated in Registration
No. 2-63392 as Exhibit 2(a)-2, in Registration No. 2-78913 as Exhibits 4(a)-(2) and 4(a)-(3), in
Registration No. 2-93039 as Exhibit 4(a)-(2), in Registration No. 2-96810 as Exhibit 4(a)(2), in
Registration No. 33-141 as Exhibit 4(a)(2), in Registration No. 33-1359 as Exhibit 4(a)(2), in
Registration No. 33-5405 as Exhibit 4(b)(2), in Registration No. 33-14367 as Exhibits 4(b)-2 and
4(b)-3, in Registration No. 33-22504 as Exhibits 4(b)-(2), 4(b)-(3) and 4(b)-(4), in GEORGIA's
Form 10-K for the year ended December 31, 1991, File No. 1-6468, as Exhibits 4(a)(2) and
4(a)(3), in Registraton No. 33-48895, as Exhibits 4(b)-(2) and 4(b)-(3), in Form 8-K dated
December 10, 1992, File No. 1-6468, as Exhibit 4(b), in Form 8-K dated June 17, 1993, File No.
1-6468, as Exhibit 4(b) and in Form 8-K dated October 20, 1993, File No. 1-6468, as Exhibit
4(b).)
B-6 By-laws of GEORGIA as amended effective July 18, 1990, and as presently in effect. (Designated
in GEORGIA's Form 10-K for the year ended December 31, 1990, File No. 1-6468, as Exhibit 3.)
B-7 Restated Articles of Incorporation of GULF and amendments thereto through November 8, 1993.
(Designated in Registration No. 33-43739 as Exhibit 4(b)-1), in Form 8-K dated January 15, 1992,
File No. 0-2429, as Exhibit 1(b), in Form 8-K dated August 18, 1992, File No. 0-2429, as Exhibit
4(b)-2, in Form 8-K dated September 22, 1993, File No. 0-2429, as Exhibit 4 and in Form 8-K
dated November 3, 1993, File No. 0-2429, as Exhibit 4.)
B-8 By-laws of GULF as amended effective February 25, 1994, and as presently in effect. (Designated
in GULF's Form 10-K for the year ended December 31, 1993, File No. 0-2429, as Exhibit 3(d)2.)
B-9 Articles of Incorporation of MISSISSIPPI, Articles of Merger of Mississippi Power Company (a
Maine corporation) into MISSISSIPPI and articles of amendment to the articles of incorporation
of MISSISSIPPI through August 19, 1993. (Designated in Registration No. 2-71540 as Exhibit
4(a)-1, in Form U5S for 1987, File No. 30-222-2, as Exhibit B-10, in Registration No. 33-49320
as Exhibit 4(b)-1, in Form 8-K dated August 5, 1992, File No. 0-6849, as Exhibits 4(b)-2 and
4(b)-3 in Form 8-K dated August 4, 1993, File No. 0-6849, as Exhibit 4(b)-3 and in Form 8-K
dated August 18, 1993, File No. 0-6849, as Exhibit 4(b)-3.)
B-10 By-laws of MISSISSIPPI as amended effective August 22, 1989, and as presently in effect.
(Designated in MISSISSIPPI's Form 10-K for the year ended December 31, 1989, File No. 0-6849, as
Exhibit 3(b).)
</TABLE>
A-38
<PAGE> 79
EXHIBITS
Exhibits (including reference to previous filings): (Continued)
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<S> <C>
B-11 Charter of SAVANNAH and amendments thereto through November 10, 1993. (Designated in
Registration No. 33-25183 as Exhibit 4(b)-(1), in Registration No. 33-45757 as Exhibit 4(b)-(2)
and in Form 8-K dated November 9, 1993, File No. 1-5072 as Exhibit 4(b).)
B-12 By-laws of SAVANNAH as amended effective February 16, 1994, and as presently in effect.
(Designated in SAVANNAH's Form 10-K for the year ended December 31, 1993, File No. 1-5072, as
Exhibit 3(f)2.)
B-13 SEGCO Certificate of Incorporation as amended to date, last amended November 29, 1966.
(Designated in Forms U-1, File No. 70-3480, as Exhibit A-5, File No. 70-3630, as Exhibit A-6,
File Nos. 70-3738 and 70-3842, as Exhibit A-8(b); Registration No. 2-18084 as Exhibit 3(a)-2 and
First Certificate of Notification, File No. 70-3945, as Exhibit A.)
B-14 SEGCO By-laws as amended to date, last amended July 10, 1986. (Designated in Form U5S for the
year ended December 31, 1990, as Exhibit B-14.)
B-15 SCS Certificate of Incorporation as amended. (Designated in Form U-1, File No. 70-3573, as
Exhibit A-1; in Form U-1, File No. 70-3833, as Exhibit A-2; Form U5S for 1962, File No.
30-222-2, as Exhibit A-17; and Form U5S for 1985, File No. 30-222-2, as Exhibit B-13(b).)
B-16 SCS By-laws as amended to date, last amended January 20, 1986. (Designated in Form U5S for the
year ended December 31, 1990 as Exhibit B-16.)
B-17 Alabama Property Company Certificate of Incorporation. (Designated in Form U-5B, File No.
30-115, as Exhibit B-29.)
B-18 Alabama Property Company By-laws. (Designated in Form U-5B, File No. 30-115, as Exhibit B-30.)
B-19 Columbia Fuels, Inc. Certificate of Incorporation. (Designated in Form U5S for 1985, File No.
30-222-2, as Exhibit B-17.)
B-20 Columbia Fuels, Inc. By-laws. (Designated in Form U5S for 1985, File No. 30-222-2, as Exhibit B-18.)
</TABLE>
A-39
<PAGE> 80
EXHIBITS
Exhibits (including reference to previous filings): (Continued)
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<S> <C>
B-21 Piedmont-Forrest Corporation Articles of Incorporation and amendments thereto through August 31,
1987. (Designated in Form U-1, File No. 70-6135, as Exhibit A-1 and in Form U5S for 1987, File
No. 30-222-2, as Exhibit B-21.)
B-22 Piedmont-Forrest Corporation By-laws as presently in effect. (Designated in Form U-1, File No.
70-6135, as Exhibit A-2.)
B-23 Articles of Incorporation of SEI and amendments thereto through September 24, 1987. (Designated
in Form U5S for 1982, File No. 30-222-2, as Exhibit A-19 and in Form U5S for 1987, File No.
30-222-2, as Exhibit B-24.)
B-24 By-laws of SEI as amended to date, last amended February 25, 1994.
B-25 Articles of Incorporation of SDIG and amendments thereto through September 24, 1987.
(Designated in Form U5S for 1985, File No. 30-222-2, as Exhibit B-23 and in Form U5S for 1987,
File No. 30-222-2, as Exhibit B-27.)
B-26 Amendment to Articles of Incorporation of SDIG, dated March 25, 1993.
B-27 By-laws of SDIG (Designated in Form U5S for 1985, File No. 30-222-2, as Exhibit B-24.)
B-28 By-laws of SOUTHERN NUCLEAR as amended to date, last amended May 21, 1991. (Designated in Form
U5S for 1991, File No. 30-222-2, as Exhibit B-27.)
B-29 Articles of Incorporation of SOUTHERN NUCLEAR and amendment thereto through June 14, 1991.
(Designated in Form U5S for 1991, File No. 30-222-2, as Exhibit B-28.)
B-30 Certificate of Incorporation of SERC.
B-31 By-laws of SERC.
B-32 Certificate of Incorporation of SEIH.
B-33 By-laws of SEIH.
B-34 Certificate of Incorporation of SEIH-III.
B-35 By-laws of SEIH-III.
B-36 Certificate of Incorporation of SEIH-IV.
B-37 By-laws of SEIH-IV.
B-38 Certificate of Incorporation of SEWG.
B-39 By-laws of SEWG.
</TABLE>
A-40
<PAGE> 81
EXHIBITS
Exhibits (including reference to previous filings): (Continued)
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<S> <C>
C-1 Indenture dated as of January 1, 1942, between ALABAMA
and Chemical Bank, as Trustee, and indentures supplemental
thereto through that dated as of January 1, 1994.
(Designated in Registration No. 2-59843, as Exhibit 2(a)-2,
in Registration No. 2-60484, as Exhibits 2(a)-3 and 2(a)-4,
in Registration No. 2-60716 as Exhibit 2(c), in Registration
No. 2-67574 as Exhibit 2(c), in Registration No. 2-68687, as
Exhibit 2(c), in Registration No. 2-69599, as Exhibit 4(a)-2,
in Registration No. 2-71364, as Exhibit 4(a)-2, in
Registration No. 2-73727, as Exhibit 4(a)-2, in Registration
No. 33-5079, as Exhibit 4(a)-2, in Registration No. 33-17083
as Exhibit 4(a)-(2), in Registration No. 33-22090 as Exhibit
4(a)-(2), in ALABAMA's Form 10-K for the year ended December
31, 1990, File No. 1-3164, as Exhibit 4(c), in Registration
Nos. 33-43917 as Exhibit 4(a)-2, 33-45492 as Exhibit 4(a)-2,
33-48885 as Exhibit 4(a)-2, 33-48917 as Exhibit 4(a)-2, in
Form 8-K dated January 20, 1993, File No, 1-3436, as Exhibit
4(a)-3, in Form 8-K dated February 17, 1993, File No. 1-3436,
as Exhibit 4(a)-3, in Form 8-K dated March 10, 1993, File No.
1-3436, as Exhibit 4(a)-3, in Certificate of Notification,
File No. 70-8069, as Exhibits A and B, in Form 8-K dated June
24, 1993, File No. 1-3436, as Exhibit 4, in Certificate of
Notification, File No. 70-8069, as Exhibit A, in Form 8-K
dated November 16, 1993, File No. 1-3436, as Exhibit 4(b)
and in Certificate of Notification, File No. 70-8069, as
Exhibits A and B.)
C-2 Indenture dated as of March 1, 1941, between GEORGIA and
Chemical Bank, as Trustee, and indentures supplemental
thereto dated as of March 1, 1941, March 3, 1941 (3
indentures), March 6, 1941 (139 indentures), March 1, 1946
(88 indentures) and December 1, 1947, through January 1,
1994. (Designated in Registration No. 2-4663, as Exhibits
B-3 and B-3(a), in Registration No. 2-7299, as Exhibit
7(a)-2, in Registration No. 2-61116, as Exhibits 2(a)-3 and
2(a)-4, in Registration No. 2-62488, as Exhibit 2(a)-3, in
Registration No. 2-63393, as Exhibit 2(a)-4, in Registration
No. 2-63705, as Exhibit 2(a)-3, in Registration No. 2-68973,
as Exhibit 2(a)-3, in Registration No. 2-70679, as Exhibit
4(a)-(2), in Registration No. 2-72324, as Exhibit 4(a)-(2),
in Registration No. 2-73987, as Exhibit 4(a)-(2), in
Registration No. 2-77941, as Exhibits 4(a)-(2) and 4(a)-(3),
in Registration No. 2-79336 as Exhibit 4(a)-2, in
Registration No. 2-81303, as Exhibit 4(a)-(2), in
Registration No. 2-90105, as Exhibit 4(a)-(2), in
Registration No. 33-5405, as Exhibit 4(a)-(2), in
Registration No. 33-14367 as Exhibits 4(a)-2 and 4(a)-3, in
Registration No. 33-22504 as Exhibits 4(a)-(2), 4(a)-(3) and
4(a)-(4), in Registration No. 33-32420 as Exhibit 4(a)-(2),
in Registration No. 33-35683 as Exhibit 4(a)-(2), in
GEORGIA's Form 10-K for the year ended December 31, 1990,
File No. 1-6468, as Exhibit 4(a)(3), in GEORGIA's Form 10-K
for the year ended December 31, 1991, File No. 1-6468, as
Exhibit 4(a)(5), in Registration No. 33-48895 as Exhibit
4(a)-(2), in Form 8-K dated August 26, 1992, File No. 1- 6468
as Exhibit 4(a)-(3), in Form 8-K dated September 9, 1992,
File No. 1-6468, as Exhibits 4(a)-(3) and 4 (a)-(4), in Form
8-K dated September 23, 1992, File No. 1-6468, as Exhibit
4(a)- (3), in Form 8-A dated October 12, 1992, as Exhibit
2(b), in Form 8-K dated January 27, 1993, File No. 1-6468, as
Exhibit 4(a)-(3), in Registration No. 33-49661 as Exhibit
4(a)-(2), in Form 8-K dated July 26, 1993, File No. 1-6468,
as Exhibit 4 , in Certificate of Notification, File No.
70-7832, as Exhibit M and in Certificate of Notification,
File No. 70-7832, as Exhibit C.)
</TABLE>
A-41
<PAGE> 82
EXHIBITS
Exhibits (including reference to previous filings): (Continued)
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<S> <C>
C-3 Indenture dated as of September 1, 1941, between GULF
and The Chase Manhattan Bank (National Association) and The
Citizens & Peoples National Bank of Pensacola, as Trustees,
and indentures supplemental thereto through November 1, 1993.
(Designated in Registration No. 2-4833, as Exhibit B-3, in
Registration No. 2-62319, as Exhibit 2(a)-3, in Registration
No. 2-63765, as Exhibit 2(a)-3, in Registration No. 2-66260,
as Exhibit 2(a)-3, in Registration No. 33-2809, as Exhibit
4(a)-2, in Registration No. 33-43739 as Exhibit 4(a)-2, in
GULF's Form 10-K for the year ended December 31, 1991, File
No. 0-2429, as Exhibit 4(b), in Form 8-K dated August 18,
1992, File No. 0-2429, as Exhibit 4(a)-3, in Registration No.
33-50165 as Exhibit 4(a)-2, in Form 8-K dated July 12, 1993,
File No. 0-2429, as Exhibit 4 and in Certificate of
Notification, File No. 70-8229, as Exhibit A.
C-4 Indenture dated as of September 1, 1941, between
MISSISSIPPI and Morgan Guaranty Trust Company of New York, as
Trustee, and indentures supplemental thereto through March 1,
1994. (Designated in Registration No. 2-4834, as Exhibit B-3,
in Registration No. 2-62965, as Exhibit 2(b)-2, in
Registration No. 2-66845, as Exhibit 2(b)-2, in Registration
No. 2-71537, as Exhibit 4(a)-(2), in Registration No.
33-5414, as Exhibit 4(a)-(2), in Registration No. 33-39833 as
Exhibit 4(a)- (2), in MISSISSIPPI's Form 10-K for the year
ended December 31, 1991, File No. 0-6849, as Exhibit 4(b), in
Form 8-K dated August 5, 1992, File No. 0-6849, as Exhibit
4(a)-2, in Second Certificate of Notification, File No.
70-7941, as Exhibit I, in Form 8-K dated February 26, 1993,
File No. 0-6849, as Exhibit 4(a)-2, in Certificate of
Notification, File No. 70-8127, as Exhibit A, in Form 8-K
dated June 22, 1993, File No. 0-6849, as Exhibit 1, in
Certificate of Notification, File No. 70-8127, as Exhibit A
and in Form 8-K dated March 8, 1994, File No. 0- 6849, as
Exhibit 4.).
C-5 Indenture dated as of March 1, 1945, between SAVANNAH
and NationsBank of Georgia, National Association, as Trustee,
and indentures supplemental thereto through July 1, 1993.
(Designated in Registration No. 33-25183 as Exhibit 4(a)-(1),
in Registration No. 33-41496 as Exhibit 4(a)- (2), in
Registration No. 33-45757 as Exhibit 4(a)-(2), in SAVANNAH's
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.)
C-6 Indenture dated as of June 1, 1959, between SEGCO and
Citibank, N.A., as Trustee, and indentures supplemental
thereto through December 1, 1962. (Designated in Registration
No. 2-59843 as Exhibit 2(a)-8.)
</TABLE>
A-42
<PAGE> 83
EXHIBITS
Exhibits (including reference to previous filings): (Continued)
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<S> <C>
D-1 Income Tax Allocation Agreement and Amendments 1 through
12 thereto. (Designated in Form U5S for 1981, File No.
30-222-2, as Exhibit A-21, in Form U5S for 1982, File No.
30-222-2, as Exhibit A-22(b), in Form U5S for 1982, File No.
30-222-2, as Exhibit A-22(c), in Form U5S for 1983, File No.
30-222-2, as Exhibit D-1(d), in Form U5S for 1985, File No.
30-222-2, as Exhibit D-1(e), in Amendment No. 1 to Form U5S
for 1985, File No. 30-222-2, as Exhibit D-1(f) in Form U5S
for 1987, File No. 30-222-2, as Exhibit D-2 and in Form U5S
for 1991, File No. 30-222-2, as Exhibit D-2.)
D-2 Amendments 13 through 17 to Income Tax Allocation Agreement.
E-1 ALABAMA's, GEORGIA's, GULF's, MISSISSIPPI's, SCS's and
SOUTHERN NUCLEAR's personnel policies pertaining to
employee loans. (Designated in Form U5S for 1985, File No.
30-222-2, as Exhibits E-1, E-2, E-3, E-4 and E-5, in Form
U5S, File No. 30-222-2, for 1987 as Exhibit E-2, in Form U5S
for 1990, File No. 30-222-2, as Exhibit E-2, in Form U5S for
1991, File No. 30-222-2, as Exhibits E-2 and E-3 and in Form
U5S for 1992, File No. 30-222-2, as Exhibit E-2.)
E-2 Supplement to GEORGIA's and MISSISSIPPI's personnel policies
pertaining to employee loans.
F Schedule V and Schedule VI for SCS for the year ended December 31, 1993.
H Organizational chart.
I Financial statements relating to exempt wholesale
generators and foreign utility companies.
</TABLE>
Exhibits listed above which have heretofore been filed with the SEC
pursuant to various Acts administered by the SEC, 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.
A-43
<PAGE> 84
SIGNATURE
The undersigned registered holding company has duly caused this annual
report to be signed on its behalf by the undersigned thereunto duly authorized
pursuant to the requirements of the Public Utility Holding Company Act of 1935.
THE SOUTHERN COMPANY
Date: April 29, 1994 By /s/ W. L. Westbrook
-------------------
W. L. Westbrook
Financial Vice President
A-44
<PAGE> 1
Exhibit A-7
Modified
Form U-13-60
Annual Report
For The Period
Beginning January 1, 1993 and Ending December 31, 1993
To The
U. S. SECURITIES AND EXCHANGE COMMISSION
Of
SOUTHERN ELECTRIC INTERNATIONAL, INC.
(Exact Name of Reporting Company)
A Subsidiary Company
Date of Incorporation July 29, 1981. If not incorporated,
Date of Organization____________
State or Sovereign Power under which Incorporated or Organized
State of Delaware
Location of Principal Executive Offices of Reporting Company
900 Ashford Center Parkway, Suite 500
Atlanta, Georgia 30338
Report filed pursuant to Order Number 70-6599, dated July 17, 1981
Name, title, and address of officer to whom correspondence concerning this
report should be addressed:
900 Ashford Center Parkway, Suite 500
James A. Ward Controller Atlanta, Georgia 30338
(Name) (Title) (Address)
Name of Principal Holding Company under which Reporting Company is Organized:
THE SOUTHERN COMPANY
<PAGE> 2
1
INSTRUCTIONS FOR THE USE OF MODIFIED FORM U-13-60
1. Time of Filing - - Annual Report essentially in the form of U-13-60 shall
be filed appended to Form U5S, Annual Report of the Parent and Associate
Companies Pursuant to the Public Utility Holding Company Act of 1935. Form U5S
is required to be filed by May 1.
2. Number of Copies -- Each annual report shall be filed in duplicate. The
company should prepare and retain at least one extra copy for itself in case
correspondence with reference to the report becomes necessary.
3. Definitions - - Definitions contained in Instruction 01-8 to the Uniform
System of Accounts for Mutual Service Companies and Subsidiary Service
Companies, Public Utility Holding Company Act of 1935, as amended February 2,
1979 shall be applicable to words or terms used specifically within the
modified Form U-13-60.
4. Organization Chart - - The company shall submit with each annual report a
copy of its current organization chart.
<PAGE> 3
<TABLE>
<CAPTION>
2
LISTING OF SCHEDULES AND ANALYSIS OF ACCOUNTS
Schedule or Page
Description of Schedules and Accounts Account Number Number
-------------------------------------------------------------------------------------------------
<S> <C> <C>
COMPARATIVE BALANCE SHEET Schedule I 4-5
COMPANY PROPERTY Schedule II 6-7
ACCUMULATED PROVISIONS FOR DEPRECIATION Schedule III 8
AND AMORTIZATION OF COMPANY PROPERTY
INVESTMENTS Schedule IV 9
ACCOUNTS RECEIVABLE FROM ASSOCIATE Schedule V 10
COMPANIES
MISCELLANEOUS DEFERRED DEBITS Schedule IX 11
PROPRIETARY CAPITAL Schedule XI 12
LONG TERM DEBT Schedule XII 13
CURRENT AND ACCRUED LIABILITIES Schedule XIII 14
NOTES TO FINANCIAL STATEMENTS Schedule XIV 15
COMPARATIVE INCOME STATEMENT Schedule XV 16
ANALYSIS OF BILLING-ASSOCIATE COMPANIES Account 457 17
ANALYSIS OF BILLING-NONASSOCIATE COMPANIES Account 458 18
SCHEDULE OF EXPENSE BY DEPARTMENT OR Schedule XVII 19-20
FUNCTION
DEPARTMENTAL ANALYSIS OF SALARIES Account 920 21
DISPOSITION OF INTELLECTUAL PROPERTY Account 928 22
MISCELLANEOUS GENERAL EXPENSES Account 930.2 23
TAXES OTHER THAN INCOME TAXES Account 408 24
DONATIONS Account 426.1 25
OTHER DEDUCTIONS Account 426.5 26
NOTES TO STATEMENT OF INCOME Schedule XVIII 27
OUTSIDE SERVICES EMPLOYED Schedule XIX 28
ORGANIZATION CHART 29
</TABLE>
<PAGE> 4
3
LISTING OF INSTRUCTIONAL FILING REQUIREMENTS
Page
Description of Reports or Statements Number
- ----------------------------------------------------------------------------
ORGANIZATION CHART 29
<PAGE> 5
4
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
SCHEDULE 1 - COMPARATIVE BALANCE SHEET
Give balance sheet of the Company as of December 31 of the current and
prior year.
<TABLE>
<CAPTION>
ACCOUNT ASSETS AND OTHER DEBITS AS OF DECEMBER 31
------------------------------------------------------------------------------------------------------------------------
CURRENT PRIOR
------- -----
<S> <C> <C> <C>
COMPANY PROPERTY
101 Company Property (Schedule II) 6,661 5,270
107 Construction work in progress (Schedule II) - -
------ ------
Total Property 6,661 5,270
------ ------
108 Less accumulated provision for depreciation and
amortization of company property (Schedule III) (3,000) (2,114)
------ ------
Net Company Property 3,661 3,156
------ ------
INVESTMENTS
123 Investments in associate companies -
124 Other Investments (Schedule IV) - 4,486
------ ------
Total Investments - 4,486
------ ------
CURRENT AND ACCRUED ASSETS
131 Cash 268 10,277
134 Special deposits 1,669 1,019
135 Working funds 124 179
136 Temporary cash investments (Schedule IV) - -
141 Notes Receivable 34 -
143 Accounts Receivable 5,919 4,783
144 Accumulated provision for uncollectable accounts (189) (252)
146 Accounts receivable from associate companies (Schedule V) 14,654 2,571
152 Fuel stock expenses undistributed - -
154 Materials and supplies 73 11
163 Stores expenses undistributed - -
165 Prepayments 240 198
174 Miscellaneous current and accrued assets 4,039 2,354
------ ------
Total Current and Accrued Assets 26,831 21,140
------ ------
DEFERRED DEBITS
181 Unamortized debt expense - -
184 Clearing accounts - -
186 Miscellaneous deferred debits (Schedule IX) 9 21
188 Research, development, or demonstration expenditures 155 726
Accumulated deferred income taxes 11,978 9,388
------ ------
Total Deferred Debits 12,142 10,135
------ ------
------ ------
TOTAL ASSETS AND OTHER DEBITS 42,634 38,917
====== ======
</TABLE>
<PAGE> 6
5
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
SCHEDULE I - COMPARATIVE BALANCE SHEET
<TABLE>
<CAPTION>
ACCOUNT LIABILITIES AND PROPRIETARY CAPITAL AS OF DECEMBER 31
- --------------------------------------------------------------------------------------------------------------------------------
CURRENT PRIOR
------- -----
<S> <C> <C> <C>
PROPRIETARY CAPITAL
201 Common stock issued (Schedule XI) 100 100
211 Miscellaneous paid-in capital (Schedule XI) 67,817 58,920
215 Appropriated retained earnings (Schedule XI) - -
216 Unappropriated retained earnings (Schedule XI) (59,468) (42,000)
------ ------
Total Proprietary Capital 8,449 17,020
------ ------
LONG TERM DEBT
223 Advances from associate companies (Schedule XII) - -
224 Other long-term debt (Schedule XII) - -
225 Unamortized premium on long-term debt - -
226 Unamortized discount on long-term debt-debit - -
------ ------
Total long-term debt - -
------ ------
CURRENT AND ACCRUED LIABILITIES
231 Notes Payable - -
232 Accounts payable 9,510 3,348
233 Notes payable to associate companies (Schedule XIII) - -
234 Accounts payable to associate companies (Schedule XIII) 6,066 1,560
236 Taxes accrued - 1,845
237 Interest accrued - 51
238 Dividends declared - -
241 Tax collections payable - 1
242 Miscellaneous current and accrued liabilities (Schedule XIII) 18,262 14,792
------ ------
Total current and accrued liabilities 33,838 21,597
------ ------
DEFERRED CREDITS
253 Other deferred credits 347 300
255 Accumulated deferred investment tax credits - -
------ ------
Total Deferred Credits 347 300
------ ------
282 ACCUMULATED DEFERRED INCOME TAXES - -
------ ------
TOTAL LIABILITIES AND PROPRIETARY CAPITAL 42,634 38,917
====== ======
</TABLE>
<PAGE> 7
6
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31, 1994
SCHEDULE II - COMPANY PROPERTY
<TABLE>
<CAPTION>
START OF RETIRED END OF
YEAR OR OTHER YEAR
DESCRIPTION BALANCE ADDITION SOLD CHANGES BALANCE
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
COMPANY PROPERTY
Account
301 ORGANIZATION - - - - -
303 MISCELLANEOUS 1,568 - - - 1,568
INTANGIBLE PLANT
304 LAND AND LAND RIGHTS 211 - - - 211
305 STRUCTURES AND IMPROVEMENTS - - - - -
306 LEASEHOLD IMPROVEMENTS 299 297 - - 596
307 EQUIPMENT 1/ , 2/ 2,159 1,035 18 3,176
308 OFFICE FURNITURE AND 779 159 - - 938
EQUIPMENT
309 AUTOMOBILES, OTHER VEHICLES 201 15 96 - 120
AND RELATED GARAGE
EQUIPMENT
310 AIRCRAFT AND AIRPORT - - - - -
EQUIPMENT
311 OTHER COMPANY PROPERTY 3/ 53 - - - 53
----- ----- --- --- -----
SUB-TOTAL 5,270 1,506 114 - 6,661
----- ----- --- --- -----
107 CONSTRUCTION WORK IN - - - - -
PROGRESS 4/
----- ----- --- --- -----
TOTAL 5,270 1,506 114 - 6,661
===== ===== === === =====
</TABLE>
1/ PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL:
Purchase of computer hardware: $1,035
<PAGE> 8
7
SCHEDULE II CONTINUED
2/ SUBACCOUNTS ARE REQUIRED FOR EACH CLASS OF EQUIPMENT OWNED. THE
COMPANY SHALL PROVIDE A LISTING BY SUBACCOUNT OF EQUIPMENT
ADDITIONS DURING THE YEAR AND THE BALANCE AT THE CLOSE OF THE YEAR:
<TABLE>
<CAPTION>
BALANCE AT
SUBACCOUNT DESCRIPTION ADDITIONS CLOSE OF YEAR
---------------------------------------------------------------------------------------------------
<S> <C> <C>
Computer Software - 1,568
Computer Hardware 1,035 3,176
----- -----
TOTAL 1,035 4,744
===== =====
</TABLE>
3/ DESCRIBE OTHER COMPANY PROPERTY:
Reproduction equipment
4/ DESCRIBE CONSTRUCTION WORK IN PROGRESS:
Not Applicable
<PAGE> 9
8
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31, 1993
SCHEDULE III
ACCUMULATED PROVISION FOR DEPRECIATION AND
AMORTIZATION OF COMPANY PROPERTY
<TABLE>
<CAPTION>
CHARGED TO OTHER
START OF ACCOUNT RETIRE- CHANGES ADD END OF YEAR
DESCRIPTION YEAR BALANCE 403 /2 MENTS (DEDUCT) BALANCE
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
COMPANY PROPERTY
Account
301 ORGANIZATION - - - - -
303 MISCELLANEOUS 590 251 841
INTANGIBLE PLANT
304 LAND AND LAND RIGHTS - - - - -
305 STRUCTURES AND IMPROVEMENTS - - - - -
306 LEASEHOLD IMPROVEMENTS 204 95 - - 299
307 EQUIPMENT 744 621 81 (5) 1,279
308 OFFICE FURNITURE AND 385 61 - - 446
FIXTURES
309 AUTOMOBILES, OTHER 139 24 80 - 83
VEHICLES AND RELATED
GARAGE EQUIPMENT
310 AIRCRAFT AND AIRPORT - - - - -
EQUIPMENT
311 OTHER COMPANY PROPERTY 52 - - - 52
----- ----- --- -- -----
TOTAL 2,114 1,052 161 (5) 3,000
===== ===== === == =====
</TABLE>
1/ PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL:
2/ Amortization expense of $224, included on Schedule XV is related to
product development and is charged to development expenditures
(Account 188) rather than accumulated depreciation.
<PAGE> 10
9
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31, 1993
SCHEDULE IV - INVESTMENTS
INSTRUCTIONS: Complete the following schedule concerning investments.
Under account 124, "Other Investments", state each investment
separately, with description, including, the name of issuing
company, number of shares or principal amount, etc.
<TABLE>
<CAPTION>
BALANCE AT BEGINNING BALANCE AT CLOSE OF
DESCRIPTION OF YEAR YEAR
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
ACCOUNT 124 - OTHER INVESTMENT
INVESTMENT IN BIRCHWOOD POWER PROJECTS 4,411 -
INVESTMENT IN KALAELOA PARTNERSHIP 75 -
INVESTMENT IN OPERADORA DE ARGENTINA - -
----- ---
TOTAL 4,486 -
===== ===
</TABLE>
<PAGE> 11
10
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31, 1993
SCHEDULE V - ACCOUNTS RECEIVABLE FROM ASSOCIATE COMPANIES
INSTRUCTIONS: Complete the following schedule listing accounts receivable from
each associate company. Where the company has provided accommodation or
convenience payments for associate companies, a separate listing of total
payments for each associate by subaccount should be provided.
<TABLE>
<CAPTION>
BALANCE AT BEGINNING BALANCE AT CLOSE OF
DESCRIPTION OF YEAR YEAR
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
ACCOUNT 146 - ACCOUNTS RECEIVABLE
FROM ASSOCIATE COMPANIES:
Joint Venture 28 11
Alabama Power Co. 189 -
Georgia Power Co. 19 -
Gulf Power Co. 6 -
Mississippi Power Co. 5 -
Southern Company Services 487 109
Provision for Income Tax - The Southern Co. - 1,197
Southern Nuclear Operating Company - 3
Southern Electric Wholesale Generators, Inc. 1,837 194
Southern Electric International Birchwood, Inc. - 7,064
Southern Electric International Holdings, Inc. - 2,517
Southern Electric Holdings III, Inc. - 2,975
Hidroelectric Alicura, S.A. - 584
----- ------
TOTAL 2,571 14,654
===== ======
ANALYSIS OF CONVENIENCE OR ACCOMMODATION PAYMENTS: TOTAL
PAYMENTS
--------
Not Applicable -
--------
TOTAL PAYMENTS -
--------
</TABLE>
<PAGE> 12
11
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the year Ended December 31, 1993
SCHEDULE IX - MISCELLANEOUS DEFERRED DEBITS
INSTRUCTION: Provide detail of items in this account. Items less than $10,000
may be grouped by class showing the number of items in each class.
<TABLE>
<CAPTION>
BALANCE AT BEGINNING BALANCE AT CLOSE OF
DESCRIPTION OF YEAR YEAR
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
ACCOUNT 186 - MISCELLANEOUS DEFERRED DEBITS 21 9
-- --
TOTAL 21 9
== ==
</TABLE>
<PAGE> 13
12
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31, 1993
SCHEDULE XI - PROPRIETARY CAPITAL
<TABLE>
<CAPTION>
OUTSTANDING CLOSE OF PERIOD
NUMBER OF PAR OR STATED VALUE -----------------------------------------
ACCOUNT NUMBER CLASS OF STOCK SHARES PER SHARE NO. OF SHARES TOTAL AMOUNT
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
201 COMMON STOCK ISSUED 1,000 $100 1,000 $100,000
- ------------------------------------------------------------------------------------------------------------------------------------
INSTRUCTIONS: Classify amounts in each account with brief explanation, disclosing the general nature
of transactions which give rise to the reported amounts.
- ------------------------------------------------------------------------------------------------------------------------------------
D E S C R I P T I O N AMOUNT
- ------------------------------------------------------------------------------------------------------------------------------------
ACCOUNT 211 MISC. PAID IN CAPITAL 67,817
ACCOUNT 215 APPROPRIATED RETAINED EARNINGS -
-------
TOTAL 67,817
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE AT BEGINNING BALANCE AT CLOSE OF
D E S C R I P T I O N OF YEAR NET INCOME OR (LOSS) DIVIDENDS PAID YEAR
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ACCOUNT 216 UNAPPROPRIATED RETAINED EARNINGS (42,000) (17,468) - (59,468)
-
------- ------- ------ -------
TOTAL (42,000) (17,468) - (59,468)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 14
13
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31, 1993
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
SCHEDULE XII - LONG-TERM DEBT
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
INSTRUCTIONS: Advances from parent and associate companies should be reported separately for advances on notes, and advances
on open accounts. Names of associate companies from which advances were received shall be shown under the class
and series of obligation column. For Account 224 - Other Long Term Debt provide the name of creditor company
or organization, terms of the obligation, date of maturity, interest rate, and the amount authorized and
outstanding.
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TERMS OF OBLIG BALANCE AT BALANCE AT
NAME OF CREDITOR CLASS & SERIES OF DATE OF INTEREST AMOUNT BEGINNING OF (1) CLOSE OF
OBLIGATION MATURITY RATE AUTHORIZED YEAR ADDITIONS DEDUCTIONS YEAR
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ACCOUNT 223 - ADVANCES FROM - 6,941 6,941 -
PARENT AND
ASSOCIATE COMPANIES:
(see explanation 1)
ACCOUNT 224 - OTHER LONG-TERM DEBT:
Not Applicable ------ ----- ----- ----
TOTAL - 6,941 6,941 -
------ ----- ----- ----
(1) GIVE AN EXPLANATION OF DEDUCTIONS: Debt converting to equity, $6,941.
</TABLE>
<PAGE> 15
14
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31, 1993
SCHEDULE XIII - CURRENT AND ACCRUED LIABILITIES
INSTRUCTIONS: Provide balance of notes and accounts payable to each associate
company. Give description and amount of miscellaneous current
and accrued liabilities. Items less than $10,000 may be grouped,
showing the number of items in each group.
<TABLE>
<CAPTION>
BALANCE AT
BEGINNING OF BALANCE AT CLOSE
D E S C R I P T I O N YEAR OF YEAR
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
ACCOUNT 233 - NOTES PAYABLE TO ASSOCIATE
COMPANIES:
THE SOUTHERN COMPANY - -
------ ------
TOTAL - -
------ ------
ACCOUNT 234 - ACCOUNTS PAYABLE TO ASSOCIATE
COMPANIES:
ALABAMA POWER COMPANY 119 214
GEORGIA POWER COMPANY 186 202
GULF POWER COMPANY - 11
MISSISSIPPI POWER COMPANY 3 19
SOUTHERN COMPANY SERVICES 1,250 2,051
SOUTHERN ELECTRIC WHOLESALE GENERATORS - 2,035
SOUTHERN ELEC INT'L. HAWAIIAN COGENERATORS - 1,346
BEMBERG - 188
------ ------
TOTAL 1,560 6,066
------ ------
ACCOUNT 242 - MISCELLANEOUS CURRENT AND
ACCRUED LIABILITIES:
Accrued Pensions 1,060 1,461
Employee Flex Care - 15
Accrued Post Retirement Medical - 1,442
Accrued Bonuses - Home Office - 1,766
Accrued Bonuses - Plant - 184
Accrued Incentive Payable - 128
Employee Group Insurance Premiums Withheld - 10
Billing in Excess of Cost on Uncompleted Contracts 1,326 1,764
Vacation Clearing Prior Year - 761
Loss Provision 11,165 10,704
ESP and ESOP 1,175 -
Turnover Tax Payable - 2
VAT "Debit" - 22
Miscellaneous 66 3
------ ------
TOTAL 14,792 18,262
------ ------
</TABLE>
<PAGE> 16
15-A
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31, 1993
SCHEDULE XIV
NOTES TO FINANCIAL STATEMENTS
INSTRUCTIONS: The space below is provided for important notes
regarding the financial statements or any accounts thereof.
Furnish particulars as to any significant contingent assets or
liabilities existing at the end of the year. Notes relating to
financial statements shown elsewhere in this report may be
indicated here by reference.
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General
Southern Electric International, Inc. ("SEI" or the "Company"), a
wholly owned subsidiary of The Southern Company ("Southern"), is engaged in the
engineering, construction, operation, maintenance, and ownership of cogeneration
and independent power facilities as well as marketing to utilities and
industrial concerns the technical expertise of the Southern electric system in
developing, maintaining, and operating electric power systems. SEI is also
involved in the development and marketing of computer software products
primarily for the utility industry (see "Computer Software Development Costs").
The subsidiary companies of the Southern electric system provide professional
services at cost to SEI which, in turn, resells these services to its customers.
SEI also owns 99% of SEI Operadora del Argentina, S.A. ("Operadora"),
incorporated in 1993 for the purpose of providing operational and maintenance
services to Hidroelectrica Alicura, S.A.
Basis of Consolidation and Presentation
The consolidated financial statements include the accounts of SEI and
its respective share of the accounts of joint ventures (Note 2) in which it has
50% ownership interests.
On February 5, 1993, SEI transferred the net liabilities of its exempt
wholesale generator operations ("EWG") to Southern. The transaction was effected
as a tax-free stock transfer. Accordingly, no cash was received for the
transfer. See Note 12 for further discussion.
Statement of Cash Flows
For purposes of the statements of cash flows, temporary investments
represent securities with maturities of 90 days or less and are considered cash
equivalents.
Cash paid for interest during the years ended December 31, 1993 and 1992
was approximately $51,000 and $873,000, respectively, and is net of amounts
capitalized. Cash refunded for income taxes during 1993 and 1992 was
approximately $6,500,000 and $6,300,000, respectively.
Revenue Recognition
Revenues from engineering and other service contracts and agreements are
recognized using the percentage-of-completion method. The extent of progress
toward completion is measured by the percentage of costs incurred to date to
total estimated costs on each contract. Provisions for estimated losses on
uncompleted contracts are charged to income in full when such losses become
probable and are reasonably estimable.
SEI also custom designs computer software for utility industry customers
primarily on a time and expense basis. Revenues from these contracts/agreements
are recognized as the costs are incurred.
Property and Equipment
Property and equipment are recorded at cost. Depreciation and
amortization are provided using the straight line method over the estimated
economic lives of the related assets (ranging from 3 years to 12 years).
Leasehold improvements are amortized over the shorter of the terms of the
respective leases or the useful lives of the improvements.
Upon the retirement or sale of assets, the cost of such assets and the
related accumulated depreciation are removed from the accounts and the gain or
loss, if any, is credited or charged to income.
<PAGE> 17
15 -B
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31, 1993
SCHEDULE XIV
NOTES TO FINANCIAL STATEMENTS
INSTRUCTIONS: The space below is provided for important notes
regarding the financial statements or any accounts thereof.
Furnish particulars as to any significant contingent assets or
liabilities existing at the end of the year. Notes relating to
financial statements shown elsewhere in this report may be
indicated here by reference.
Income Taxes
SEI is included in the consolidated federal income tax return filed by
Southern. However, for purposes of the accompanying financial statements,
federal income taxes have been determined based on the tax effect of the
inclusion of SEI's income and deductions in Southern's federal income tax
return. The Company provides deferred income taxes for all significant income
tax temporary differences. The Company calculates income taxes based on the
Financial Accounting Standards Board ("FASB") Statement of Financial Accounting
Standards ("SFAS") No. 109, "Accounting for Income Taxes." SFAS No. 109
requires, among other things, the use of an asset and liability method for the
recognition of deferred tax liabilities and assets. See note 5 for additional
information about SFAS No. 109.
Project Development Costs
Effective January 1, 1993, SEI changed its policy for capitalizing
preacquisition development costs. Previously, SEI capitalized development costs
only when a project milestone was reached (e.g., upon the signing of a purchase
power agreement). SEI's new policy is to capitalize and simultaneously fully
reserve for development costs for projects in which a milestone has not yet been
achieved but whose likelihood of success is probable. At December 31, 1993, SEI
had capitalized and fully reserved for approximately $6,190,000 in development
costs.
Computer Software Development Costs
SEI capitalizes a portion of its development costs for computer software
to be marketed in compliance with Statement of Financial Accounting Standards
No. 86, "Accounting for the Costs of Computer Software to Be Sold, Leased, or
Otherwise Marketed." Capitalization of computer software development costs
begins upon the establishment of technological feasibility. The establishment of
technological feasibility and the ongoing assessment of recoverability of
computer software development costs require considerable judgment by management
with respect to certain external factors, including but not limited to
technological feasibility, anticipated future gross revenues, estimated economic
life, and changes in software and hardware technology.
Computer software development costs totaled approximately $982,000 at
December 31, 1993 and 1992. Accumulated amortization of computer software
development costs was approximately $982,000 and $818,000 at December 31, 1993
and 1992, respectively. The related amortization of computer software
development costs was approximately $164,000 and $198,000 for the years ended
December 31, 1993 and 1992 respectively. Amortization is computed using the
straight-line method over three years.
In 1990, SEI contracted with an outside consultant to develop a new
version of SEI's nuclear information systems software. As of December 31, 1992,
SEI had incurred costs of approximately $3,040,000 related to the project. Due
to the consultants' inability to meet project specifications, the Company
reached a settlement agreement with the consultant whereby SEI would receive
$991,500 in cash and $2,508,500 in goods and services for use by any Southern
electric system company. The Company offset the settlement amount against the
development costs and recorded a gain of approximately $460,000 which is
included in other income for the year ended December 31, 1992 in the
accompanying statement of operations.
<PAGE> 18
15-C
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31, 1993
SCHEDULE XIV
NOTES TO FINANCIAL STATEMENTS
INSTRUCTIONS: The space below is provided for important notes
regarding the financial statements or any accounts thereof.
Furnish particulars as to any significant contingent assets or
liabilities existing at the end of the year. Notes relating to
financial statements shown elsewhere in this report may be
indicated here by reference.
2. JOINT VENTURES
For certain contracts, SEI enters into joint venture agreements to
complete the project. For these joint ventures in which SEI has a 50% interest,
SEI's respective share of the assets, liabilities, income, and expenses of the
joint venture is included in the accompanying financial statements. Revenue is
recognized on the percentage-of-completion basis for these joint ventures. SEI's
share of combined condensed results of operations and combined net assets of the
joint ventures for the years ended December 31, 1993 and 1992 is as follows (in
thousands):
1993 1992
Net Loss $293 $90
Total assets $74 $30
Less liabilities 51 8
Net Assets $23 $22
3. PENSION AND OTHER EMPLOYEE COSTS
SEI participates in the Pension Plan for Employees of Southern Company
Services, Inc., a defined benefit, trusteed, noncontributory plan covering
substantially all regular employees.
The following table sets forth SEI's portion of the defined benefit
plan's funded status as of December 31, 1993 and 1992 (in thousands):
<TABLE>
<CAPTION>
1993 1992
<S> <C> <C>
Actuarial present value of benefit
obligations:
Vested benefits $(2,415) $(1,630)
Nonvested benefits (392) (312)
Accumulated benefit obligation (2,807) (1,942)
Additional amounts related to projected
salary increases (2,065) (1,633)
Projected benefit obligation (4,872) (3,575)
Less:
Fair value of plan assets, primarily equity
and fixed income securities 4,045 3,105
Unrecognized net gain (889) (864)
Unrecognized net transition obligation 170 184
Unrecognized prior service cost 85 90
Accrued pension costs recognized in the
accompanying balance sheets $(1,461) $(1,060)
</TABLE>
<PAGE> 19
15 - D
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31, 1993
SCHEDULE XIV
NOTES TO FINANCIAL STATEMENTS
INSTRUCTIONS: The space below is provided for important notes
regarding the financial statements or any accounts thereof.
Furnish particulars as to any significant contingent assets or
liabilities existing at the end of the year. Notes relating to
financial statements shown elsewhere in this report may be
indicated here by reference.
The actuarial present value of the projected benefit obligation was
determined using a discount rate of 7.5% for 1993 and 8% for 1992 and a rate of
increase in future compensation levels of 5% for 1993 and 6% for 1992. The
expected long-term rate of return on assets was 8.5% for 1993 and 1992. The net
periodic pension cost for 1993 and 1992 included the following components (in
thousands):
<TABLE>
<CAPTION>
1993 1992
<S> <C> <C>
Service cost - benefits earned $476 $324
Interest cost on projected benefit obligation 298 225
Actual return on plan assets (452) (123)
Net amortization and deferrals 234 (50)
Net periodic pension cost $556 $376
</TABLE>
In December 1990, FASB issued SFAS No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions." This statement, which SEI adopted
in 1993, requires recognition of postretirement benefits (such as health care
benefits) during the years an employee provides service.
Upon adoption, SFAS No. 106 requires the recognition of an a transition
obligation which represents the portion of future retiree benefit costs related
to service already rendered by both active and retired employees. This
transition obligation can either be recognized as a one-time charge to earnings
in the year of adoption or amortized through charges to earnings over a 20 year
period. The Company's estimate of the transition obligation is approximately
$1,163,000. The Company has elected to recognize this obligation as a one-time
charge to earnings in the year of adoption.
Retiree medical and life insurance information is shown only for 1993
because SFAS no. 106 was adopted as of January 1, 1993 on a prospective basis.
The funded status of the medical and life plans at December 31, 1993 was
as follows (in thousands):
<TABLE>
<CAPTION>
MEDICAL LIFE
<S> <C> <C>
Actuarial present value of benefit obligation:
Retirees $100 $110
Employees eligible to retire 21 0
Other 669 263
Accumulated benefit obligation 790 373
Less fair value of plan assets 0 0
Accrued liability recognized in the consolidated
balance sheet $790 $373
</TABLE>
The discount, future compensation, and expected long-term return on
assets rates used for pensions above were also used in measuring the
postretirement benefit obligation. The weighted average medical care cost trend
rate was 11.3% for 1993, decreasing gradually to 6% through the year 2000 and
remaining at that level thereafter. An annual increase in the assumed medical
care cost trend rate by 1% would increase the accumulated postretirement benefit
obligation for the medical portion of the plan as of December 31, 1993 by
approximately $208,000 and the aggregate of the service cost and interest cost
components of the net retiree medical cost by approximately $58,000.
<PAGE> 20
15-E
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31, 1993
SCHEDULE XIV
NOTES TO FINANCIAL STATEMENTS
INSTRUCTIONS: The space below is provided for important notes
regarding the financial statements or any accounts thereof.
Furnish particulars as to any significant contingent assets or
liabilities existing at the end of the year. Notes relating to
financial statements shown elsewhere in this report may be
indicated here by reference.
The components of the plans' net cost are shown below (in thousands):
<TABLE>
<CAPTION>
MEDICAL LIFE
<S> <C> <C>
Benefits earned during the year $141 $46
Interest cost on accumulated projected benefit obligation 63 29
Net postretirement cost $204 $75
4. OPERATING LEASES
</TABLE>
SEI has entered into noncancelable operating leases for office space.
The expenses under these leases were approximately $778,000 in 1993 and $564,000
in 1992. These leases contain certain concessions and escalations; therefore,
rent expense is recognized on a straight-line basis over the lease terms. The
future rental obligations for the remainding lease terms are as follows (in
thousands)
1994 $841
1995 860
1996 860
1997 860
1998 and thereafter 2,500
Total minimum lease commitments $5,921
5. INCOME TAXES
Effective January 1, 1993, SEI adopted SFAS No. 109 "Accounting for
Income Taxes." SFAS No. 109 requires the use of an asset and liability approach
for financial accounting and reporting for income taxes. The adoption of SFAS
No. 109 resulted in cumulative adjustments that had no material effect on
consolidated net income.
A detail of the benefit for income taxes is set forth below (in thousands):
1993 1992
Current benefit $8,071 $1,510
Deferred benefit 2,212 3,605
$10,283 $5,115
The tax effects of temporary differences between the carrying amounts of
assets and liabilities in the financial statements and their respective bases,
which give rise to deferred tax assets and liabilities are as follows:
Deferred Deferred
Tax Tax
Assets Liabilities
Accelerated depreciation $ 0 $ 111
Costs in excess of billings for contracts 0 2,166
Billings in excess of costs for contracts 915 0
Contract loss provisions 7,563 0
Loss reserve temporary differences 3,570 0
Deferred bidding expenses 1,684 0
Other 1,239 563
Deferred tax asset valuation allowance (305) 0
Total 14,666 2,840
Less current portion 4,320 2,166
Total noncurrent $10,346 $ 674
<PAGE> 21
15 - F
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31, 1993
SCHEDULE XIV
NOTES TO FINANCIAL STATEMENTS
INSTRUCTIONS: The space below is provided for important notes
regarding the financial statements or any accounts thereof.
Furnish particulars as to any significant contingent assets or
liabilities existing at the end of the year. Notes relating to
financial statements shown elsewhere in this report may be
indicated here by reference.
The benefit for income taxes as a percentage of pretax loss and a
reconciliation to the statutory federal tax rate are as follows:
1993 1992
Effective tax rate 37% 36%
Other, net (2) (2)
Statutory federal tax rate 35% 34%
6. REVENUES FROM MAJOR CUSTOMERS
The Goodyear Project generated revenues of approximately $4,531,240 and
$4,050,000 in 1993 and 1992, respectively. The Southern Clean Fuels Project with
the U.S. Department of Energy generated revenues of approximately $5,308,000 in
1992. The equipment installation contract with Oglethorpe Power Corporation
generated revenues of approximately $3,111,791 in 1993. The maintenance
contract with Pooled Inventory Management Company generated revenues of
approximately $3,035,753 in 1993. No other customer provided over 10% of SEI's
revenues in 1993 or 1992.
7. RELATED-PARTY TRANSACTIONS
Additional Equity Contributions
Effective December 31, 1993, Southern converted $6,941,000 in principal
amount of notes payable to Southern to equity. This amount has been recorded as
an increase in additional paid-in capital in the accompanying balance sheet at
December 31, 1993.
Effective September 30, 1992, Southern converted $3,000,000 in notes
with SEI to equity. In addition, effective December 31, 1992, Southern converted
an additional $18,915,000 in principal amount of loans outstanding to SEI to
equity. Of the $21,915,000 in borrowings converted to equity in 1992,
$20,269,000 related to 1992 borrowings and $1,646,000 related to borrowings
outstanding at December 31, 1991. No additional common stock was issued to
Southern, and the entire $21,915,000 was recorded as an increase in additional
paid-in capital in the accompanying balance sheet at December 31, 1992.
Notes Payable
Southern is authorized by its board of directors to provide up to
$63,000,000 in working capital to SEI and $150,000,000 for equity investments in
projects with maturities no later than December 31, 2000. The interest rate
cannot exceed the prime rate in effect on the date of issuance. In connection
with such notes, a commitment fee may be required that may not exceed .5% of the
principal amount of the notes. Interest expense related to borrowings from
Southern was approximately $676,000 in 1992. There was no such interest expense
incurred in 1993.
In certain instances, Southern acts as surety, guarantor, or indemnifier
of SEI's performance of its contractual obligations. Southern's board of
directors has authorized up to $150,000,000 and the Securities and Exchange
Commission has authorized up to $300,000,000 of such commitments by Southern.
Current utilization under this authority is approximately $2,500,000 as of
December 31, 1993 and 1992.
<PAGE> 22
15 - G
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31, 1993
SCHEDULE XIV
NOTES TO FINANCIAL STATEMENTS
INSTRUCTIONS: The space below is provided for important notes
regarding the financial statements or any accounts thereof.
Furnish particulars as to any significant contingent assets or
liabilities existing at the end of the year. Notes relating to
financial statements shown elsewhere in this report may be
indicated here by reference.
Related-Party Services
SEI has agreements with Southern Company Services, Inc. and each of the
system operating companies under which these companies provide the following
services to SEI at cost: general engineering, design engineering, accounting and
statistical budgeting, business promotion and public relations, systems and
procedures, training, administrative, and financial services. In addition to
these services, certain facilities of the system companies are made available to
SEI and its customers. SEI reimburses the service company and the various
operating companies at cost for these services. Such costs amounted to
approximately $21,258,000 and $16,100,000 in 1993 and 1992, respectively.
International Development Expense Reimbursement
Southern has agreed to reimburse SEI $1,837,000 for development expenses
incurred on certain international projects during 1992. At December 31, 1992,
this amount is included in accounts receivable-associated companies in the
accompanying balance sheet.
8. WOOD GASIFICATION PROJECT
In 1990, SEI signed an agreement with a paper company to relocate SEI's
wood gasification facility from its location in Florida to the paper company's
plant in Macon, Georgia.
During 1991, SEI management determined that the success of the project
with the paper company was in doubt as the paper company announced its
intentions to sell substantially all of its assets. Accordingly, SEI recorded a
loss provision of approximately $20,903,000 which included asset write-offs and
an estimate of future costs to terminate the project.
In 1992, the paper company completed the sale of substantially all of
its assets to another company (the "Assignee Company"). The Assignee Company
assumed the paper company's obligations for the wood gasification project. SEI
reached an agreement with the Assignee Company whereby the Assignee Company
would pay SEI $2,000,000 and SEI would sell or remove the property from the
plant. Accordingly, SEI reduced its reserve for loss on the wood gasification
project by $2,004,000 in 1992.
In January 1994, SEI reached an agreement to purchase the facility from
the lessor for $7,444,000 as of March 31, 1994. Due to the purchase agreement
and estimated additional expenses required to terminate plant operations, SEI
recorded an adjustment to increase the reserve by $900,000. This adjustment has
been reflected as an increase in the loss on wood gasification project in the
accompanying statement of operations for the year ended December 31, 1993.
9. REMOTE OFFICE CLOSING
During 1993, SEI closed its San Diego, California , office. Accordingly,
a provision of $500,000 related to the costs of closing the office was recorded.
The related loss reserve is included in other accrued liabilities in the
accompanying balance sheet.
10. CONSULTING SEVERANCE COSTS
In 1993, SEI ceased providing certain consulting services. Estimated
severance costs associated with discontinuing the consulting services were
approximately $1,036,000 which had not been paid as of December 31, 1993.
Accordingly, the reserve for the severance costs is included in other accrued
liabilities in the accompanying balance sheet.
<PAGE> 23
15 - H
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31, 1993
SCHEDULE XIV
NOTES TO FINANCIAL STATEMENTS
INSTRUCTIONS: The space below is provided for important notes
regarding the financial statements or any accounts thereof.
Furnish particulars as to any significant contingent assets or
liabilities existing at the end of the year. Notes relating to
financial statements shown elsewhere in this report may be
indicated here by reference.
11. CONTINGENCIES
Litigation With Former President
In October 1991, a former SEI president filed suit in the Superior Court
of DeKalb County (Georgia) against Southern, SEI, and an executive vice
president of Southern. The plaintiff alleges defamation, breach of contract, and
intentional infliction of emotional distress arising from his termination as
president of SEI. The complaint seeks an unspecified amount of compensatory
damages and at least $20,000,000 of punitive damages. While the defendants
believe the defenses they have asserted to all of the plaintiff's claims are
meritorious, the outcome of this matter cannot now be determined. Accordingly,
no provision for any liabilities that may result has been made in the
accompanying financial statements.
Other Matters
The Company is subject to other legal actions and claims arising in the
ordinary course of business. In the opinion of management, the disposition of
these matters will not have a material adverse impact on the financial position
of the company.
12 DISCONTINUED OPERATIONS
On January 18, 1993, the board of directors of SEI adopted a plan to
dispose of the EWG operations of SEI which consisted of investments in Hawaiian
Cogenerators, Inc., SEI Birchwood, Inc., and Birchwood Development Corp.
Effective February 5, 1993, SEI transferred the net assets of the EWG
operation to Southern in the form of a tax-free dividend. Southern subsequently
transferred these assets to its wholly owned subsidiary, Southern Electric
Wholesale Generators, Inc. in the form of a tax-free dividend.
The net liabilities of the EWG operations were $1,244,000 at February 5,
1993. No gain of loss was recorded for the transaction.
The disposal of the EWG operations has been accounted for as a
discontinued operation.
<PAGE> 24
16
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31, 1993
SCHEDULE XV
STATEMENT OF INCOME
<TABLE>
<CAPTION>
CURRENT PRIOR
ACCOUNT D E S C R I P T I O N YEAR YEAR
<S> <C> <C> <C>
INCOME
457 Charges for intellectual property to associate companies - -
458 Services rendered to non-associate companies 30,387 33,827
421 Miscellaneous income or loss 271 300
Total Income 30,658 34,127
EXPENSES
920 Salaries and wages 11,159 11,326
921 Office supplies and expenses 5,238 2,708
922 Administrative expense transferred - credit (1,760) (210)
923 Outside services employed 31,709 28,207
924 Property insurance 222 94
925 Injuries and damages 110 163
926 Employee pensions and benefits 4,592 2,494
928 Disposition of intellectual property - -
930.1 General advertising expense 101 86
930.2 Miscellaneous general expenses 3,557 82
931 Rents 998 594
932 Maintenance of structures and equipment 46 38
403 Depreciation and amortization expense 1,276 1,068
408 Taxes other than income taxes 1,033 962
409 Income taxes (8,071) (3,834)
410 Provision for deferred income taxes (49) 135
411 Provision for deferred income taxes - credit (2,163) (1,416)
411.5 Investment tax credit - -
Foreign taxes 111 -
426.1 Donations 4 4
426.5 Other deductions 2 1
427 Interest on long-term debt 11 (27)
430 Interest on debt to associate companies - 676
431 Other interest expense - -
Total Expense 48,126 43,151
Net Income or (Loss) (17,468) (9,024)
</TABLE>
INSTRUCTION: Provide a schedule briefly describing types of
intercompany transactions.
TRANSACTIONS WITH ASSOCIATE COMPANIES
SEI has agreements with Southern Company Services, Inc. and each of the
system operating companies under which those companies provide the following
services to SEI at cost: general engineering, design engineering, accounting and
statistical, rates, budgeting, business promotion and public relations, systems
and procedures, training, administrative, and financial services. In addition to
these services, certain facilities of the system companies are made available to
SEI and its customers.
The service company and operating companies provide technical direction
and management of the services provided to SEI and its customers. SEI reimburses
the service company and operating companies at cost for these services.
<PAGE> 25
17
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31,1993
ANALYSIS OF BILLINGS
CHARGES FOR INTELLECTUAL PROPERTY TO
ASSOCIATE COMPANIES
ACCOUNT 457
TOTAL
NAME OF ASSOCIATE COMPANY AMOUNT
BILLED
Not Applicable
Total -
<PAGE> 26
18
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31, 1993
ANALYSIS OF BILLING
NON-ASSOCIATE COMPANIES
ACCOUNT 458
<TABLE>
<CAPTION>
DESCRIPTION TOTAL COST EXCESS OR DEFICIENCY TOTAL AMOUNT BILLED
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Consulting & Engineering 6,715 (1,532) 5,183
Information Systems 5,970 (3,416) 2,554
Nuclear 5,673 555 6,228
Franchises & Other 6,100 620 6,720
Operations 6,835 938 7,773
Project Management 1,990 (61) 1,929
------ ------ ------
TOTAL 33,283 (2,896) 30,387
----- ------ ------ ------
</TABLE>
INSTRUCTION : Provide a brief description of the sales and services
rendered by category in accordance with your sales
and service contracts and list the amounts applicable per
category.
<PAGE> 27
19
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31, 1993
SCHEDULE XVII
SCHEDULE OF EXPENSE DISTRIBUTION
BY DEPARTMENT OR SERVICE FUNCTION
<TABLE>
<CAPTION>
TOTAL DEPARTMENT OR SERVICE FUNCTION
DESCRIPTION OF ITEMS AMOUNT OVERHEAD SEI Operadora
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
920 SALARIES AND WAGES 11,159 11,159
921 OFFICE SUPPLIES AND EXPENSES 5,238 5,238
922 ADMIN EXP TRANSFERRED - CREDIT (1,760) (1,760)
923 OUTSIDE SERVICES EMPLOYED 31,709 31,506 203
924 PROPERTY INSURANCE 222 222
925 INJURIES AND DAMAGES 110 110
926 EMPLOYEE PENSIONS AND BENEFITS 4,592 4,592
928 DISPOSITION OF INTELLECTUAL PROP. - -
930.1 GENERAL ADVERTISING EXPENSE 101 101
930.2 MISCELLANEOUS GENERAL EXPENSE 3,557 3,557
931 RENTS 998 998
932 MAINTENANCE OF STRUCTURES & EQUIP 46 46
403 DEPRECIATION & AMORTIZATION EXP 1,276 1,276
408 TAXES OTHER THAN INCOME TAX 1,033 1,033
409 INCOME TAXES (8,071) (8,071)
410 PROVISION FOR DEFERRED INCOME TAX (49) (49)
411 PROV DEFERRED INCOME TAX - CREDIT (2,163) (2,163)
FOREIGN TAXES 111 - 111
411.5 INVESTMENT TAX CREDIT - -
426.1 DONATIONS 4 4
426.5 OTHER DEDUCTIONS 2 2
427 INTEREST ON LONG TERM DEBT 11 11
430 INTEREST ON DEBT TO ASSOCIATE CO. - -
431 OTHER INTEREST EXPENSE - -
INSTRUCTION: Indicate each department or service function.
(See instruction 01-3 Gen'l Structure of Acc'ting Structure ------ ------ ---
System: Uniform System Account. TOTAL EXPENSES 48,126 47,812 314
------ ------ ---
</TABLE>
<PAGE> 28
20
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31, 1993
SCHEDULE XVII
SCHEDULES OF EXPENSE DISTRIBUTION
BY
DEPARTMENT OR FUNCTION
ACCOUNT NUMBER DEPARTMENT OR FUNCTION
-------------- ------------------------
920 Not needed
921
922
923
924
925
926
928
930.1
930.2
931
932
403
408
409
410
411
411.5
426.1
426.5
427
430
431
<PAGE> 29
21
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31,1993
DEPARTMENTAL ANALYSIS OF SALARIES
ACCOUNT 920
<TABLE>
<CAPTION>
NAME OF DEPARTMENT OR SERVICE FUNCTION SALARY EXPENSE NUMBER PERSONNEL
-------------------------------------- -------------- ----------------
Indicate each department or service function. TOTAL END OF
AMOUNT YEAR
<S> <C> <C>
SOUTHERN ELECTRIC INTERNATIONAL 11,159 205
------ ---
TOTAL 11,159 205
------ ---
</TABLE>
<PAGE> 30
22
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31,1993
DISPOSITION OF INTELLECTUAL PROPERTY
ACCOUNT 928
INSTRUCTIONS: Provide a listing of the amount included in Account 928,
"Disposition of Intellectual Property", classifying
such expenses by associate company receiving
compensation for Disposition of Intellectual Property.
ASSOCIATE COMPANY AMOUNT
- ----------------- ------
Not Applicable
TOTAL -
<PAGE> 31
23
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31,1993
MISCELLANEOUS GENERAL EXPENSES
ACCOUNT 930.2
INSTRUCTIONS: Provide a listing of the amount in Account 930.2,
"Miscellaneous General Expenses", classifying such expenses
according to their nature. Payments and expenses permitted by
Section 321 (b) (2) of the Federal Election Campaign Act, as
amended by Public Law 94-283 in 1976 (2 U.S.C.S. 441 (b) (2)
shall be separately classified.
D E S C R I P T I O N AMOUNT
------------------------------- ------
Dues and Memberships 86
Miscellaneous General Expense 68
Reserve for Potential Loss on Government Contracts 1,290
Accrue Vacation Expense Earned but Not Taken 761
Accrue Severence Pay for Southern Enterprises 1,036
SCF Miscellaneous General Expense 274
Bad Debt Expense 42
-----
TOTAL 3,557
-----
<PAGE> 32
24
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31,1993
TAXES OTHER THAN INCOME TAXES
ACCOUNT 408
INSTRUCTIONS: Provide an analysis of Account 408, "Taxes Other Than
Income Taxes". Separate the analysis into two groups: (1) other
than U.S. Government taxes, and (2) U.S. Government taxes.
Specify each of the various kinds of taxes and show the amounts
thereof. Provide a subtotal for each class of tax.
<TABLE>
<CAPTION>
K I N D O F T A X AMOUNT
--------------------- ------
<S> <C>
Other than U.S. Government:
State Unemployment 41
Real Estate and Personal Property 54
Other State and Local Taxes and Licenses 41
Sales Tax 2
Mexico Expatriate Income Tax - Employer 49
Mexico Local Payroll Tax - Employer 3
Mexico Expatriate Social Security Tax - Employer 3
Mexico Federal Payroll Tax - Employer 1
Mexico Expatriate Retirement / Housing - Employer 1
Puerto Rico Income Tax - Employee Differential 4
Use Tax 1
-----
Subtotal 200
-----
U. S. Government:
FICA - Employers Portion 818
FUTA 15
-----
Subtotal 833
-----
-----
TOTAL 1,033
-----
</TABLE>
<PAGE> 33
25
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31,1993
DONATIONS
ACCOUNT 426.1
INSTRUCTIONS: Provide a listing of the amount included in Account
426.1 "Donations", classifying such expenses by its purpose. The
aggregate number and amount of all items less than $3,000 may be
shown in lieu of details.
<TABLE>
NAME OF RECIPIENT PURPOSE OF DONATION AMOUNT
----------------- ------------------- ------
<S> <C> <C>
13 Items (Less than $3,000 each) Employer Gift Matching Contributions 4
---
TOTAL 4
---
</TABLE>
<PAGE> 34
26
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31,1993
OTHER DEDUCTIONS
ACCOUNT 426.5
INSTRUCTIONS: Provide a listing of the amount included in Account
426.5 "Other Deductions", classifying such expenses
according to their nature.
<TABLE>
<CAPTION>
AMOUNT
DESCRIPTION NAME OF PAYEE BILLED
- ----------- ------------- ------
<S> <C> <C>
State & Local - Penalties/Fines U. S. Virgin Islands 1
State & Local - Penalties /Fines State of Hawaii 1
---
TOTAL 2
---
</TABLE>
<PAGE> 35
27
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31,1993
SCHEDULE XVIII
NOTES TO STATEMENT OF INCOME
INSTRUCTIONS: The space below is provided for important notes
regarding the statement of income or any account thereof.
Furnish particulars as to any significant increase in services
rendered or expenses incurred during the year. Notes relating to
financial statements shown elsewhere in this report may be
indicated here by reference.
<PAGE> 36
28
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31,1993
SCHEDULE XIX
OUTSIDE SERVICES EMPLOYED 923
INSTRUCTIONS: Provided below is a break down of outside services employed.
- -----------------------------------------------------------------------------
1993 1992
---- ----
Legal Fees 3,241 1,121
Accounting and Audit Fees 309 496
Alabama Power Company 1,010 819
Georgia Power Company 3,896 4,089
Gulf Power Company 21 13
Mississippi Power Company 114 39
Southern Company Services 16,217 10,595
Savannah Electric Company - 60
Other Outside Companies 6,607 10,843
Joint Venture SEI/Daniel 294 132
------- -------
$31,709 $28,207
------- -------
<PAGE> 37
29
ORGANIZATION CHART
SOUTHERN ELECTRIC INTERNATIONAL, INC.
TOM BOREN
PRESIDENT AND CEO
|-------RAY HILL
VICE PRESIDENT AND CFO
|-------SAM SHEPARD
VICE PRESIDENT DOMESTIC
AND ASSISTANT SECRETARY
|-------BILL MANER
VICE PRESIDENT AND TREASURER
|-------TOMMY CHISHOLM
VICE PRESIDENT AND SECRETARY
|-------RICK PERSHING
VICE PRESIDENT INTERNATIONAL
AND ASSISTANT SECRETARY
|-------RON LEGGETT
VICE PRESIDENT POWER SUPPLY
|-------LARRY WESTBROOK
VICE PRESIDENT FINANCE
|-------PAUL DENICOLA
VICE PRESIDENT
ORGANIZATION CHART
SEI OPERADORA DE ARGENTINA S.A
RON LEGGETT
PRESIDENT OF THE BOARD
|
|
MARIANO GRONDONA
SECRETARY OF THE BOARD
<PAGE> 38
SIGNATURE CLAUSE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935 and in accordance with release numbers 22132, and ordernumbers 70-6599,
dated July 17, 1981, this undersigned company has duly caused this report
to be signed on its behalf by the undersigned officer thereunto duly authorized.
SOUTHERN ELECTRIC INTERNATIONAL, INC.
(Name of Reporting Company)
By: /s/ James A. Ward
(Signature of Signing Officer)
James A. Ward, Controller
(Printed Name and Title of Signing Officer)
Date : April 28, 1994
EXHIBIT B-24
Amended February 25, 1994
BY-LAWS
OF
SOUTHERN ELECTRIC INTERNATIONAL, INC.
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City
of Wilmington, County of New Castle, State of Delaware.
Section 2. The corporation may also have offices at
such other places both within and without the State of Delaware
as the board of directors may from time to time determine or
the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election
of directors shall be held in the city of Atlanta,
State of Georgia, at such place as may be fixed from time to
time by the board of directors, or at such other place either
within or without the State of Delaware as shall be designated
from time to time by the board of directors and stated in the
notice of the meeting. Meetings of stockholders for any other
purpose may be held at such time and place, within or without
the State of Delaware, as shall be stated in the notice of the
meeting or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders shall be
held on the second Tuesday of May if not a legal holiday, and
if a legal holiday, then on the secular day following, at 10:00
A.M., or at such other date and time as shall be designated
from time to time by the board of directors and stated in the
notice of the meeting, at which they shall elect by a plurality
vote a board of directors, and transact such other business as
may properly be brought before the meeting.
Section 3. Written notice of the annual meeting stating
the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten
nor more than sixty days before the date of the meeting.
- 1 -
<PAGE>
Section 4. The officer who has charge of the stock
ledger of the corporation shall prepare and make, at least ten
days before every meeting of stockholders, a complete list of
the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder
and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days
prior to the meeting, either at a place within the city where
the meeting is to be held, which place shall be specified in
the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during
the whole time thereof, and may be inspected by any stockholder
who is present.
Section 5. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute
or by the certificate of incorporation, may be called by the
chairman, the chairman of the executive committee, or by the
president and shall be called by the president or secretary at
the request in writing of a majority of the board of directors,
or at the request in writing of stockholders owning a majority
in amount of the entire capital stock of the corporation issued
and outstanding and entitled to vote. Such request shall state
the purpose or purposes of the proposed meeting.
Section 6. Written notice of a special meeting stating
the place, date and hour of the meeting and the purpose or
purposes for which the meeting is called, shall be given not less
than ten nor more than sixty days before the date of the
meeting, to each stockholder entitled to vote at such meeting.
Section 7. Business transacted at any special meeting
of stockholders shall be limited to the purposes stated in the
notice.
Section 8. The holders of a majority of the stock
issued and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum at
all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall
not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a
quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as
originally notified. If the adjournment is for more than
thirty days, or if after the adjournment a new record date is
- 2 -
<PAGE>
fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled
to vote at the meeting.
Section 9. When a quorum is present at any meeting, the
vote of the holders of a majority of the stock having voting power
present in person or represented by proxy shall decide
any question brought before such meeting, unless the question
is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required
in which case such express provision shall govern and control
the decision of such question.
Section 10. Unless otherwise provided in the
certificate of incorporation each stockholder shall at every
meeting of the stockholders be entitled to one vote in person
or by proxy for each share of the capital stock having voting
power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for
a longer period.
At all elections of directors of the corporation each
stockholder having voting power shall be entitled to exercise
the right of cumulative voting as provided in the certificate
of incorporation.
Section 11. Unless otherwise provided in the
certificate of incorporation, any action required to be taken
at any annual or special meeting of stockholders of the
corporation, or any action which may be taken at any annual or
special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed
by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders
who have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall
constitute the whole board shall be not less than three nor
more than fifteen. The first board shall consist of seven
directors. Thereafter, within the limits above specified, the
number of directors shall be determined by resolution of the
board of directors or by the stockholders at the annual
meeting. The directors shall be elected at the annual meeting
- 3 - <PAGE>
of the stockholders, except as provided in Section 2 of this
Article, and each director elected shall hold office until his
successor is elected and qualified. Directors need not be
stockholders.
Section 2. Vacancies and newly created directorships
resulting from any increase in the authorized number of
directors may be filled by a majority of the directors then in
office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until
the next annual election and until their successors are duly
elected and shall qualify, unless sooner displaced. If there
are no directors in office, then an election of directors may
be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the
directors then in office shall constitute less than a majority
of the whole board (as constituted immediately prior to any
such increase), the Court of Chancery may, upon application of
any stockholder or stockholders holding at least ten percent of
the total number of the shares at the time outstanding having
the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly created
directorships, or to replace the directors chosen by the
directors then in office.
Section 3. The business of the corporation shall be
managed by or under the direction of its board of directors
which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute or by the
certificate of incorporation or by these by-laws directed or
required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation
may hold meetings, both regular and special, either within or
without the State of Delaware.
Section 5. The first meeting of each newly elected
board of directors shall be held at such time and place as
shall be fixed by the vote of the stockholders at the annual
meeting and no notice of such meeting shall be necessary to the
newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of
the failure of the stockholders to fix the time or place of
such first meeting of the newly elected board of directors, or
in the event such meeting is not held at the time and place so
fixed by the stockholders, the meeting may be held at such time
and place as shall be specified in a notice given as
hereinafter provided for special meetings of the board of
directors, or as shall be specified in a written waiver signed
by all of the directors.
- 4 - <PAGE>
Section 6. Regular meetings of the board of directors
may be held without notice at such time and at such place as
shall from time to time be determined by the board.
Section 7. Special meetings of the board may be called
by the chairman, the chairman of the executive committee, or
president on two days' notice to each director, if by mail, or
one day's notice if given by telegram or personal communication
by telephone or otherwise; special meetings shall be called by
the president or secretary in like manner and on like notice on
the written request of one-third of the directors, in which
case special meetings shall be called by the president or
secretary in like manner and on like notice on the written
request of the sole director.
Section 8. At all meetings of the board a majority of
the directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the
board of directors, except as may be otherwise specifically
provided by statute or by the certificate of incorporation. If
a quorum shall not be present at any meeting of the board of
directors the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the
certificate of incorporation or these by-laws, any action
required or permitted to be taken at any meeting of the board
of directors or of any committee thereof may be taken without a
meeting, if all members of the board or committee, as the case
may be, consent thereto in writing, and the writing or writings
are filed with the minutes of proceedings of the board or
committee.
Section 10. Unless otherwise restricted by the
certificate of incorporation or these by-laws, members of the
board of directors, or any committee designated by the board of
directors, may participate in a meeting of the board of
directors, or any committee, by means of conference telephone
or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and
such participation in a meeting shall constitute presence in
person at the meeting.
COMMITTEES OF DIRECTORS
Section 11. The board of directors may, by resolution
passed by a majority of the whole board, designate one or more
committees, each committee to consist of one or more of the
directors of the corporation. The board may designate one or
more directors as alternate members of any committee, who may
- 5 - <PAGE>
replace any absent or disqualified member at any meeting of the
committee.
In the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint another member of
the board of directors to act at the meeting in the place of
any such absent or disqualified member.
Any such committee, to the extent provided in the
resolution of the board of directors, shall have and may
exercise all the powers and authority of the board of directors
in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to
be affixed to all papers which may require it; but no such
committee shall have the power or authority in reference to
amending the certificate of incorporation, adopting an
agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets,
recommending to the stockholders a dissolution of the
corporation or a revocation of a dissolution, or amending the
by-laws of the corporation; and, unless the resolution or the
certificate of incorporation expressly so provide, no such
committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock. Such committee
or committees shall have such name or names as may be
determined from time to time by resolution adopted by the board
of directors.
Section 12. The board of directors may, and upon request
by the holder of the outstanding shares of the capital
stock of the corporation shall, by resolution passed by a
majority of the whole board in office designate at least two
directors, including the chairman of the executive committee,
to constitute an executive committee, to hold office from their
designation until the first meeting of the board of directors
following the next annual meeting of shareholders. The
committee may establish rules of procedure for the conduct of
its business, and the chairman of the executive committee shall
act as chairman. During the intervals between meetings of the
board, the executive committee shall have and may exercise all
the powers of the board of directors in the management of the
property and the business of the corporation (except those
powers prohibited committees of the board as designated in
Section 11. of this Article), and shall have power to authorize
the seal of the corporation to be affixed to all instruments
that may require it; and the specific authority in the by-laws
for the executive committee to exercise a particular power
shall not be construed as a limitation upon the authority of
the committee to exercise the powers of the board in all other
instances; but the board of directors may from time to time
limit the exercise of such powers by the committee. Vacancies
in the membership of the committee shall be filled by the board
- 6 - <PAGE>
of directors; but the chairman of the executive committee may
fill such vacancies pending the action of the board of
directors.
Section 13. Each committee shall keep regular
minutes of its meetings and report the same to the board of
directors when required.
COMPENSATION OF DIRECTORS
Section 14. Unless otherwise restricted by the
certificate of incorporation or these by-laws, the board of
directors shall have the authority to fix the compensation of
directors. The directors may be paid their expenses, if any,
of attendance at each meeting of the board of directors and may
be paid a fixed sum for attendance at each meeting of the board
of directors or a stated salary as director. No such payment
shall preclude any director from serving the corporation in any
other capacity and receiving compensation therefor. Members of
special or standing committees may be allowed like compensation
for attending committee meetings.
- 7 -
<PAGE>
REMOVAL OF DIRECTORS
Section 15. Unless otherwise restricted by the
certificate of incorporation or by-law, any director or the
entire board of directors may be removed, with or without cause,
by the holders of a majority of shares entitled to vote
at an election of directors.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the
statutes or of the certificate of incorporation or of these by-
laws, notice is required to be given to any director or
stockholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail, addressed to
such director or stockholder, at his address as it appears on
the records of the corporation, with postage thereon prepaid,
and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail. Notice
to directors may also be given by telegram.
Section 2. Whenever any notice is required to be
given under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, a waiver
thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein,
shall be deemed equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be
chosen by the board of directors and shall be a president and a
secretary. The board of directors may also choose a chairman,
a chairman of the executive committee, and one or more vice-
presidents and assistant secretaries. Any number of offices
may be held by the same person, unless the certificate of
incorporation or these by-laws otherwise provide. The chairman
and the chairman of the executive committee shall be chosen
from among the directors but the other officers need not be
directors.
Section 2. The board of directors at its first
meeting after each annual meeting of stockholders shall choose
the officers.
- 8 -
<PAGE>
Section 3. The board of directors may appoint such
other officers and agents as it shall deem necessary who shall
hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time
to time by the board.
Section 4. The salaries of all officers and agents
of the corporation shall be fixed by the board of directors.
Section 5. The officers of the corporation shall
hold office until their successors are chosen and qualify. Any
officer elected or appointed by the board of directors may be
removed at any time by the affirmative vote of a majority of
the board of directors. Any vacancy occurring in any office of
the corporation shall be filled by the board of directors.
CHAIRMAN OF THE EXECUTIVE COMMITTEE
Section 6. The chairman of the executive committee
shall be in charge of the formation of the general policies of
the corporation, shall, in the absence of a chairman preside at
all meetings of shareholders, shall preside at all meetings of
the executive committee, and shall have and may exercise all
powers and duties specified herein or incident to the position
of chairman of the executive committee and such other powers
and duties as may be assigned to him from time to time by the
board of directors or by the executive committee. During any
period for which a chairman of the executive committee has not
been elected by the board of directors the powers and duties of
the chairman of the executive committee specified herein shall,
subject to the board of directors and the executive committee,
devolve upon and be exercised by the president.
THE PRESIDENT
Section 7. The president shall be the chief
executive officer of the corporation, shall, in the absence of
a chairman or a chairman of the executive committee, preside at
all meetings of the stockholders and in the absence of a
chairman preside at all meetings of the board of directors,
shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of
the board of directors are carried into effect.
Section 8. He shall execute bonds, mortgages and
other contracts requiring a seal, under the seal of the
corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.
- 9 - <PAGE>
THE CHAIRMAN
Section 9. The chairman shall preside at all
meetings of the stockholders and the board of directors and shall
have such other duties and responsibilities as may from
time to time be assigned to him by the board of directors.
THE VICE-PRESIDENTS
Section 10. In the absence of the president or in
the event of his inability or refusal to act, the vice-
president (or in the event there be more than one vice-
president, the vice-presidents in the order designated by the
directors, or in the absence of any designation, then in the
order of their election) shall perform the duties of the
president, and when so acting, shall have all the powers of and
be subject to all the restrictions upon the president. The
vice-presidents shall perform such other duties and have such
other powers as the board of directors may from time to time
prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
Section 11. The secretary shall attend all meetings
of the board of directors and all meetings of the stockholders
and record all the proceedings of the meetings of the corporation
and of the board of directors in a book to be kept
for that purpose and shall perform like duties for the standing
committees when required. He shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings
of the board of directors, and shall perform such other duties
as may be prescribed by the board of directors or president,
under whose supervision he shall be. He shall have custody of
the corporate seal of the corporation and he, or an assistant
secretary, shall have the authority to affix the same to any
instrument requiring it and when so affixed, it may be attested
by his signature or by the signature of such assistant
secretary. The board of directors may give general authority
to any other officer to affix the seal of the corporation and
to attest the affixing by his signature.
Section 12. The assistant secretary, or if there be
more than one, the assistant secretaries in the order
determined by the board of directors (or if there be no such
determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability
or refusal to act, perform the duties and exercise the powers
of the secretary and shall perform such other duties and have
such other powers as the board of directors may from time to
- 10 -
<PAGE>
time prescribe.
ARTICLE VI
CERTIFICATE OF STOCK
Section 1. Every holder of stock in the corporation
shall be entitled to have a certificate, signed by, or in the
name of the corporation, by the chairman or vice-chairman of
the board of directors, or the president or a vice-president
and the treasurer or an assistant treasurer, or the secretary
or an assistant secretary of the corporation, certifying the
number of shares owned by him in the corporation.
Certificates may be issued for partly paid shares and
in such case upon the face or back of the certificates issued
to represent any such partly paid shares, the total amount of
the consideration to be paid therefor, and the amount paid
thereon shall be specified.
If the corporation shall be authorized to issue more
than one class of stock or more than one series of any class,
the powers, designations, preferences and relative,
participating, optional or other special rights of each class
of stock or series thereof and the qualification, limitations
or restrictions of such preferences and/or rights shall be set
forth in full or summarized on the face or back of the
certificate which the corporation shall issue to represent such
class or series of stock, provided that, except as otherwise
provided in section 202 of the General Corporation Law of
Delaware, in lieu of the foregoing requirements, there may be
set forth on the face or back of the certificate which the
corporation shall issue to represent such class or series of
stock, a statement that the corporation will furnish without
charge to each stockholder who so requests the powers,
designations, preferences and relative, participating, optional
or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.
Section 2. Any of or all the signatures on the
certificate may be facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same
effect as if he were such officer, transfer agent or registrar
at the date of issue.
LOST CERTIFICATES
- 11 -
<PAGE>
Section 3. The board of directors may direct a new
certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the
corporation alleged to have been lost, stolen or destroyed,
upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed.
When authorizing such issue of a new certificate or
certificates, the board of directors may, in its discretion and
as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the
same in such manner as it shall require and/or to give the
corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost, stolen or
destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession,
assignation or authority to transfer, it shall be the duty of
the corporation to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the
transaction upon its books.
FIXING RECORD DATE
Section 5. In order that the corporation may
determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a
meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful
action, the board of directors may fix, in advance, a record
date, which shall not be more than sixty nor less than ten days
before the date of such meeting, nor more than sixty days prior
to any other action. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders
shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date
for the adjourned meeting.
REGISTERED STOCKHOLDERS
- 12 - <PAGE>
Section 6. The corporation shall be entitled to
recognize the exclusive right of a person registered on its
books as the owner of shares to receive dividends, and to vote
as such owner, and to hold liable for calls and assessments a
person registered on its books as the owner of shares, and
shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of Delaware.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of
incorporation, if any, may be declared by the board of
directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the
capital stock, subject to the provisions of the certificate of
incorporation.
Section 2. Before payment of any dividend, there may
be set aside out of any funds of the corporation available for
dividends such sum or sums as the directors from time to time,
in their absolute discretion, think proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the corporation,
or for such other purpose as the directors shall think
conducive to the interest of the corporation, and the directors
may modify or abolish any such reserve in the manner in which
it was created.
ANNUAL STATEMENT
Section 3. The board of directors shall present at
each annual meeting, and at any special meeting of the
stockholders when called for by vote of the stockholders, a
full and clear statement of the business and condition of the
corporation.
CHECKS
Section 4. All checks or demands for money and notes
of the corporation shall be signed by such officer or officers
or such other person or persons as the board of directors may
- 13 -
<PAGE>
from time to time designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall
be fixed by resolution of the board of directors.
- 14 -
<PAGE>
SEAL
Section 6. The corporate seal shall have inscribed
thereon the name of the corporation, the year of its
organization and the words "Corporate Seal, Delaware." The seal
may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
INDEMNIFICATION AND RELATED MATTERS
Section 7. Each person who is or was a director of
the corporation or officer or employee of the corporation
holding one or more positions of management through and
inclusive of Project Managers and Business Development Managers
(but not positions below the level of such 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 of the corporation or officer or employee
of the corporation holding one or more Management Positions, or
is or was serving at the request of the corporation as a
director, alternate 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 section shall inure to the benefit of the
heirs, executors and administrators of such person.
Section 8. Expenses (including attorneys' fees)
incurred by a director of the corporation or officer 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 these by-laws 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.
- 15 -
<PAGE>
Section 9. 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),
alternate director, 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 these by-laws or otherwise.
Section 10. 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 Federal Power Act, or
any federal or state statute or municipal ordinance regulating
the corporation 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.
Section 11. 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.
Section 12. If any word, clause or provision of the
by-laws or any indemnification made under Article VII hereof
shall for any reason be determined to be invalid, the
provisions of the by-laws shall not otherwise be affected
thereby but shall remain in full force and effect. The
- 16 -
<PAGE>
masculine pronoun, as used in the by-laws, means the masculine
and feminine wherever applicable.
ARTICLE VIII
AMENDMENTS
Section 1. These by-laws may be altered, amended or
repealed or new by-laws may be adopted by the stockholders or
by the board of directors, when such power is conferred upon
the board of directors by the certificate of incorporation at
any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of
the board of directors if notice of such alteration, amendment,
repeal or adoption of new by-laws be contained in the notice of
such special meeting. If the power to adopt, amend or repeal
by-laws is conferred upon the board of directors by the
certificate of incorporation, it shall not divest or limit the
power of the stockholders to adopt, amend or repeal by-laws.
- 17 - <PAGE>
EXHIBIT B-26
ARTICLES OF AMENDMENT
OF
THE SOUTHERN INVESTMENT GROUP, INC.
The Articles of Amendment of THE SOUTHERN INVESTMENT GROUP,
INC. are as follows:
1.
The name of the corporation is THE SOUTHERN INVESTMENT
GROUP, INC. (the "Corporation") and its charter number is
8512596.
2.
The Articles of Incorporation of the Corporation as
heretofore granted by the Georgia Secretary of State are hereby
amended in that the name of the Corporation is changed from THE
SOUTHERN INVESTMENT GROUP, INC. to THE SOUTHERN DEVELOPMENT AND
INVESTMENT GROUP, INC. To effect this change, the Articles of
Incorporation of the Corporation are hereby amended, insofar as
they refer to the name of the Corporation, to read THE SOUTHERN
DEVELOPMENT AND INVESTMENT GROUP, INC. in lieu of THE SOUTHERN
INVESTMENT GROUP, INC.
3.
The proposed amendment of the Articles of Incorporation set
forth in Paragraph 2 hereof was adopted by the Board of Directors
<PAGE>
of the Corporation on March 24, 1993. Shareholder approval of
the proposed amendment was not required pursuant to Section 14-2-
1002 of the Georgia Business Corporation Code.
IN WITNESS WHEREOF, THE SOUTHERN INVESTMENT GROUP, INC. has
caused its duly authorized corporate officer to execute these
Articles of Amendment as of this 25th day of March, 1993.
THE SOUTHERN INVESTMENT GROUP, INC.
By: /s/Tommy Chisholm
Title: Secretary
- 2 - <PAGE>
EXHIBIT B-30
CERTIFICATE OF INCORPORATION OF
SOUTHERN ELECTRIC RAILROAD COMPANY
I.
The name of the corporation is SOUTHERN ELECTRIC RAILROAD
COMPANY (the "Corporation").
II.
The initial registered office of the Corporation in the
State of Delaware shall be located at Corporation Trust Center,
1209 Orange Street, Wilmington, New Castle County, Delaware
19801. The initial registered agent of the Corporation at such
address shall be The Corporation Trust Company.
III.
The purpose or purposes for which the Corporation is
organized is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law
of Delaware.
IV.
The Corporation shall be authorized to issue One Hundred
Thousand (100,000) shares of One Dollar ($1.00) par value capital
stock, all of which shall be designated "Common Stock." The
shares of Common Stock shall have unlimited voting rights and
shall be entitled to receive all of the net assets of the
Corporation upon dissolution or liquidation.
V.
The affairs of the Corporation shall be managed by a Board
of Directors and as otherwise provided in the By-Laws of the
Corporation. The initial Board of Directors of the corporation
shall consist of one (1) member, whose name and corresponding
mailing address is:
Bill Guthrie
Southern Electric Railroad Company
P.O. Box 2625
Birmingham, Alabama 35202
<PAGE>
VI.
The Corporation shall have perpetual duration.
VII.
The Board of Directors of the Corporation shall have the
power to adopt, amend and repeal the By-Laws of the Corporation.
VIII.
To the fullest extent that the General Corporation Law of
Delaware, as it exists on the date hereof or as it may hereafter
be amended, permits the limitation or elimination of the
liability of directors, no director of the Corporation shall be
personally liable to the Corporation or its stockholders for
monetary damages for breach of duty of care or other duty as a
director. No amendment to or repeal of this Article shall apply
to or have any effect on the liability or alleged liability of
any director of the Corporation for or with respect to any acts
or omissions of such director occurring prior to such amendment
or repeal.
IX.
The name and address of the Incorporator of the Corporation
is Dean L. Carrick, NationsBank Plaza, 600 Peachtree Street,
N.E., Suite 5200, Atlanta, Georgia 30308-2216.
/s/Dean L. Carrick, Incorporator
-2- <PAGE>
EXHIBIT B-31
SOUTHERN ELECTRIC RAILROAD COMPANY
* * * * *
B Y L A W S
* * * * *
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of
Wilmington, County of New Castle, State of Delaware.
Section 2. The corporation may also have offices at such
other places both within and without the State of Delaware as the
board of directors may from time to time determine or the
business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the
election of directors shall be held at such place as may be fixed
from time to time by the board of directors, or at such other
place either within or without the State of Delaware as shall be
designated from time to time by the board of directors and stated
in the notice of the meeting. Meetings of stockholders for any
other purpose may be held at such time and place, within or
without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders shall be held at
such date and time as shall be designated from time to time by
the board of directors and stated in the notice of the meeting,
at which they shall elect by a plurality vote a board of
directors, and transact such other business as may properly be
brought before the meeting.
<PAGE>
Section 3. Written notice of the annual meeting stating the
place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten
(10) nor more than sixty (60) days before the date of the
meeting.
Section 4. The officer who has charge of the stock ledger
of the corporation shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder
and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior
to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced
and kept at the time and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is
present.
Section 5. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by
the certificate of incorporation, may be called by the president
and shall be called by the president or secretary at the request
in writing of a majority of the board of directors, or at the
request in writing of stockholders owning a majority in amount of
the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the
purpose or purposes of the proposed meeting.
Section 6. Written notice of a special meeting stating the
place, date and hour of the meeting and the purpose or purposes
for which the meeting is called, shall be given not less than ten
(10) nor more than sixty (60) days before the date of the
meeting, to each stockholder entitled to vote at such meeting.
Section 7. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the
notice.
Section 8. The holders of a majority of the stock issued
and outstanding and entitled to vote thereat, present in person
or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders
-2-
<PAGE>
entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at
the meeting as originally notified. If the adjournment is for
more than thirty days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.
Section 9. When a quorum is present at any meeting, the
vote of the holders of a majority of the stock having voting
power present in person or represented by proxy shall decide any
question brought before such meeting, unless the question is one
upon which by express provision of the statutes or of the
certificate of incorporation, a different vote is required in
which case such express provision shall govern and control the
decision of such question.
Section 10. Unless otherwise provided in the certificate of
incorporation or in an agreement among shareholders as permitted
under the General Corporation Law of the State of Delaware (the
"Delaware Corporation Law"), each stockholder shall at every
meeting of the stockholders be entitled to one vote in person or
by proxy for each share of the capital stock having voting power
held by such stockholder, but no proxy shall be voted on after
three years from its date, unless the proxy provides for a longer
period.
Section 11. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or
special meeting of stockholders of the corporation, or any action
which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at
a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in
writing.
-3-
<PAGE>
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute
the whole board shall be not less than one (1) nor more than
seven (7). The initial board shall consist of one (1) director.
Thereafter, within the limits above specified, the number of
directors shall be determined by resolution of the board of
directors or by the stockholders at the annual meeting. The
directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article,
and each director elected shall hold office until his successor
is elected and qualified. Directors need not be stockholders.
Section 2. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors
may be filled by a majority of the directors then in office,
though less than a quorum, or by a sole remaining director, and
the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall
qualify, unless sooner displaced. If there are no directors in
office, then an election of directors may be held in the manner
provided by statute. If, at the time of filling any vacancy or
any newly created directorship, the directors then in office
shall constitute less than a majority of the whole board (as
constituted immediately prior to any such increase), the Court of
Chancery may, upon application of any stockholder or stockholders
holding at least ten percent of the total number of the shares at
the time outstanding having the right to vote for such directors,
summarily order an election to be held to fill any such vacancies
or newly created directorships, or to replace the directors
chosen by the directors then in office.
Section 3. The business of the corporation shall be managed
by or under the direction of its board of directors which may
exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the
certificate of incorporation or by these by-laws directed or
required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may
hold meetings, both regular and special, either within or without
the State of Delaware.
Section 5. The first meeting of each newly elected board of
directors shall be held at such time and place as shall be fixed
-4-
<PAGE>
by the vote of the stockholders at the annual meeting and no
notice of such meeting shall be necessary to the newly elected
directors in order legally to constitute the meeting, provided a
quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of
the newly elected board of directors, or in the event such
meeting is not held at the time and place so fixed by the
stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be
specified in a written waiver signed by all of the directors.
Section 6. Regular meetings of the board of directors may
be held without notice at such time and at such place as shall
from time to time be determined by the board.
Section 7. Special meetings of the board may be called by
the president on 2 days' notice to each director, either
personally or by mail or by telegram; special meetings shall be
called by the president or secretary in like manner and on like
notice on the written request of two directors unless the board
consists of only one director; in which case special meetings
shall be called by the president or secretary in like manner and
on like notice on the written request of the sole director.
Section 8. At all meetings of the board a majority of the
directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the
board of directors, except as may be otherwise specifically
provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the board of
directors the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate
of incorporation or these by-laws, any action required or
permitted to be taken at any meeting of the board of directors or
of any committee thereof may be taken without a meeting, if all
members of the board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the board or committee.
Section 10. Unless otherwise restricted by the certificate
of incorporation or these by-laws, members of the board of
directors, or any committee designated by the board of directors,
may participate in a meeting of the board of directors, or any
committee, by means of conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other, and such
-5-
<PAGE>
participation in a meeting shall constitute presence in person at
the meeting.
COMMITTEES OF DIRECTORS
Section 11. The board of directors may, by resolution
passed by a majority of the whole board, designate one or more
committees, each committee to consist of one or more of the
directors of the corporation. The board may designate one or
more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the
committee.
Any such committee, to the extent provided in the resolution
of the board of directors, shall have and may exercise all the
powers and authority of the board of directors in the management
of the business and affairs of the corporation, and may authorize
the seal of the corporation to be affixed to all papers which may
require it; but no such committee shall have the power or
authority in reference to amending the certificate of
incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and
assets, recommending to the stockholders a dissolution of the
corporation or a revocation of a dissolution, or amending the
by-laws of the corporation; and, unless the resolution or the
certificate of incorporation expressly so provide, no such
committee shall have the power or authority to declare a dividend
or to authorize the issuance of stock or to adopt a certificate
of ownership and merger. Such committee or committees shall have
such name or names as may be determined from time to time by
resolution adopted by the board of directors.
Section 12. Each committee shall keep regular minutes of
its meetings and report the same to the board of directors when
required.
COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the certificate
of incorporation or these by-laws, the board of directors shall
have the authority to fix the compensation of directors. The
directors may be paid their expenses, if any, of attendance at
each meeting of the board of directors and may be paid a fixed
sum for attendance at each meeting of the board of directors or a
stated salary as director. No such payment shall preclude any
director from serving the corporation in any other capacity and
-6-
<PAGE>
receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending
committee meetings.
REMOVAL OF DIRECTORS
Section 14. Unless otherwise restricted by the certificate
of incorporation or by law, any director of the entire board of
directors may be removed, with or without cause, by the holders
of a majority of shares entitled to vote at an election of
directors.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes
or of the certificate of incorporation or of these by-laws,
notice is required to be given to any director or stockholder, it
shall not be construed to mean personal notice, but such notice
may be given in writing, by mail, addressed to such director or
stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may
also be given by telegram.
Section 2. Whenever any notice is required to be given
under the provisions of the statutes or of the certificate of
incorporation or of these by-laws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen
by the board of directors and shall be at a minimum a president,
secretary and treasurer. The board of directors may also choose
one or more vice-presidents, assistant secretaries and assistant
treasurers. Any number of offices may be held by the same
person, unless the certificate of incorporation or these by-laws
otherwise provide.
-7-
<PAGE>
Section 2. The board of directors at its first meeting
after each annual meeting of stockholders shall choose a
president, one or more vice-presidents, a secretary and a
treasurer.
Section 3. The board of directors may appoint such other
officers and agents as it shall deem necessary who shall hold
their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by
the board.
Section 4. The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold
office until their successors are chosen and qualify. Any
officer elected or appointed by the board of directors may be
removed at any time by the affirmative vote of a majority of the
board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive
officer of the corporation, shall preside at all meetings of the
stockholders and the board of directors, shall have general and
active management of the business of the corporation and shall
see that all orders and resolutions of the board of directors are
carried into effect.
Section 7. The president shall execute bonds, mortgages and
other contracts requiring a seal, under the seal of the
corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 8. In the absence of the president or in the event
of his inability or refusal to act, the vice-president (or in the
event there be more than one vice-president, the vice-presidents
in the order designated by the directors, or in the absence of
any designation, then in the order of their election) shall
perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions
upon the president. The vice-presidents shall perform such other
-8-
<PAGE>
duties and have such other powers as the board of directors may
from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
Section 9. The secretary shall attend all meetings of the
board of directors and all meetings of the stockholders and
record all the proceedings of the meetings of the corporation and
of the board of directors in a book to be kept for that purpose
and shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the board of
directors, and shall perform such other duties as may be
prescribed by the board of directors or president, under whose
supervision he shall be. He shall have custody of the corporate
seal of the corporation and he, or an assistant secretary, shall
have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by
the signature of such assistant secretary. The board of
directors may give general authority to any other officer to
affix the seal of the corporation and to attest the affixing by
his signature.
Section 10. The assistant secretary, or if there be more
than one, the assistant secretaries in the order determined by
the board of directors (or if there be no such determination,
then in the order of their election) shall, in the absence of the
secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and
shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the corporation in such
depositories as may be designated by the board of directors.
Section 12. The treasurer shall disburse the funds of the
corporation as may be ordered by the board of directors, taking
proper vouchers for such disbursements, and shall render to the
president and the board of directors, at its regular meetings, or
when the board of directors so requires, an account of all his
-9-
<PAGE>
transactions as treasurer and of the financial condition of the
corporation.
Section 13. If required by the board of directors, he shall
give the corporation a bond (which shall be renewed every six
years) in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful
performance of the duties of his office and for the restoration
to the corporation, in case of his death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his
control belonging to the corporation.
Section 14. The assistant treasurer, or if there shall be
more than one, the assistant treasurers in the order determined
by the board of directors (or if there be no such determination,
then in the order of their election) shall, in the absence of the
treasurer or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.
ARTICLE VI
CERTIFICATES FOR SHARES
Section 1. The shares of the corporation shall be
represented by a certificate or shall be uncertificated.
Certificates shall be signed by, or in the name of the
corporation by, the chairman or vice-chairman of the board of
directors, or the president or a vice-president and the treasurer
or an assistant treasurer, or the secretary or an assistant
secretary of the corporation.
Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the
registered owner thereof a written notice containing the
information required to be set forth or stated on certificates
pursuant to the Delaware Corporate Law Sections 151, 156, 202(a)
or 218(a) or a statement that the corporation will furnish
without charge to each stockholder who so requests the powers,
designations, preferences and relative participating, optional or
other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such
preferences and/or rights.
Section 2. Any of or all the signatures on a certificate
may be facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been
-10-
<PAGE>
placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he
were such officer, transfer agent or registrar at the date of
issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new
certificate or certificates or uncertificated shares to be issued
in place of any certificate or certificates theretofore issued by
the corporation alleged to have been lost, stolen or destroyed,
upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate or
certificates or uncertificated shares, the board of directors
may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall
require and/or to give the corporation a bond in such sum as it
may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession,
assignation or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction
upon its books. Upon receipt of proper transfer instructions
from the registered owner of uncertificated shares such
uncertificated shares shall be cancelled and issuance of new
equivalent uncertificated shares or certificated shares shall be
made to the person entitled thereto and the transaction shall be
recorded upon the books of the corporation.
-11-
<PAGE>
FIXING RECORD DATE
Section 5. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the board of directors may
fix, in advance, a record date, which shall not be more than
sixty (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action.
A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting: provided, however, that the board of
directors may fix a new record date for the adjourned meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize
the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner,
and to hold liable for calls and assessments a person registered
on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.
ARTICLE VII
INDEMNIFICATION
Section 1. The corporation shall have 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, suit 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 such person 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, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such person
-12-
<PAGE>
acted in good faith and in a manner such person reasonably
believed 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 such conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he or she reasonably believed to be in or not
opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had reasonable
cause to believe that his or her conduct was unlawful.
Section 2. The corporation shall have 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 suit by
or in the right of the corporation to procure a judgment in its
favor by reason of the fact that such person 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 against expenses
(including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such
action or suit if he or she acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests
of the corporation and except 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 of Chancery or the
court in which such action or suit was brought shall determine
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
which the Court of Chancery or such other court shall deem
proper.
Section 3. To the extent that a director, officer, employee
or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred
to in Sections 1. and 2., or in defense of any claim, issue or
matter therein, such individual shall be indemnified against
expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith.
Section 4. Any indemnification under Sections 1. and 2.
(unless ordered by a court) shall be made by the corporation only
as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is
proper in the circumstances because he or she has met the
applicable standard of conduct set forth in Sections 1. and 2.
-13-
<PAGE>
Such determination shall be made (1) by the board of directors by
a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if such a
quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel
in a written opinion, or (3) by the stockholders.
Section 5. Expenses (including attorneys' fees) incurred by
an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be
paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that such individual is not
entitled to be indemnified by the corporation as authorized in
this Section. Such expenses (including attorneys' fees) incurred
by other employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems appropriate.
Section 6. The indemnification and advancement of expenses
provided by this Article VII shall not be deemed exclusive of any
other rights to which those seeking indemnification or
advancement of expenses may be entitled under any agreement, vote
of stockholders or disinterested directors or otherwise, both as
to action in such individual's official capacity and as to action
in another capacity while holding such office.
Section 7. The corporation shall have power to purchase and
maintain insurance on behalf of any person who 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 against any liability
asserted against such person and incurred by such person in any
such capacity, or arising out of his or her status as such,
whether or not the corporation would have the power to indemnify
him or her against such liability under the provisions of this
section.
Section 8. For purposes of this Article VII, references to
"the corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have
had power and authority to indemnify its directors, officers and
employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is
or was serving at the request of such constituent corporation as
a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall
stand in the same position under the provisions of this Article
-14-
<PAGE>
VII with respect to the resulting or surviving corporation as he
or she would have with respect to such constituent corporation if
its separate existence had continued.
Section 9. For purposes of this Article VII, references to
"other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on
a person with respect to an employee benefit plan; and references
to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by,
such director, officer, employee, or agent with respect to an
employee benefit plan, its participants, or beneficiaries; and a
person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have
acted in a manner "not opposed to the best interests of the
corporation" as referred to in this Article VII.
Section 10. The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article VII shall,
unless otherwise provided when authorized or ratified, continue
as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors
and administrators of such a person.
ARTICLE VIII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of
incorporation, if any, may be declared by the board of directors
at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the certificate of
incorporation.
Section 2. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends
such sum or sums as the directors from time to time, in their
absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing
or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of
the corporation, and the directors may modify or abolish any such
reserve in the manner in which it was created.
-15-
<PAGE>
ANNUAL STATEMENT
Section 3. The board of directors shall present at each
annual meeting, and at any special meeting of the stockholders
when called for by vote of the stockholders, a full and clear
statement of the business and condition of the corporation.
CHECKS
Section 4. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such
other person or persons as the board of directors may from time
to time designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be
fixed by resolution of the board of directors.
SEAL
Section 6. The corporate seal shall have inscribed thereon
the name of the corporation, the year of its organization and the
words "Corporate Seal, Delaware". The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
ARTICLE IX
AMENDMENTS
Section 1. These by-laws may be altered, amended or
repealed or new by-laws may be adopted by the stockholders or by
the board of directors, when such power is conferred upon the
board of directors by the certificate of incorporation at any
regular meeting of the stockholders or of the board of directors
or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or
adoption of new by-laws be contained in the notice of such
special meeting. If the power to adopt, amend or repeal by-laws
is conferred upon the board of directors by the certificate of
-16-
<PAGE>
incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.
I hereby certify that the foregoing By-Laws were duly
adopted by the Board of Directors of the Corporation on January
22, 1993.
/s/Tommy Chisholm [SEAL]
Tommy Chisolm, Secretary
-17- <PAGE>
EXHIBIT B-32
CERTIFICATE OF INCORPORATION
OF
SEI HOLDINGS, INC.
I.
The name of the corporation is SEI HOLDINGS, INC. (the
"Corporation").
II.
The initial registered office of the Corporation in the
State of Delaware shall be located at Corporation Trust Center,
1209 Orange Street, Wilmington, New Castle County, Delaware
19801. The initial registered agent of the Corporation at such
address shall be The Corporation Trust Company.
III.
The purpose or purposes for which the Corporation is
organized is to engage exclusively in the direct and indirect
ownership of the securities, or an interest in the business, of
any one or more exempt wholesale generators, foreign utility
companies, or "qualifying facilities," as defined under the
Public Utility Regulatory Policies Act of 1978, and in activities
that are incidental thereto.
IV.
The Corporation shall be authorized to issue One Thousand
(1,000) shares of One Dollar ($1.00) par value capital stock, all
of which shall be designated "Common Stock." The shares of
Common Stock shall have unlimited voting rights and shall be
entitled to receive all of the net assets of the Corporation upon
dissolution or liquidation.
V.
The affairs of the Corporation shall be managed by a Board
of Directors and as otherwise provided in the By-Laws of the
Corporation. The initial Board of Directors of the corporation
shall consist of one (1) member, whose name and corresponding
mailing address is:
Douglas L. Miller 5200 NationsBank Plaza
600 Peachtree Street, N.E.
Atlanta, Georgia 30308-2216 <PAGE>
VI.
The Corporation shall have perpetual duration.
VII.
The Board of Directors of the Corporation shall have the
power to adopt, amend and repeal the By-Laws of the Corporation.
VIII.
To the fullest extent that the General Corporation Law of
Delaware, as it exists on the date hereof or as it may hereafter
be amended, permits the limitation or elimination of the
liability of directors, no director of the Corporation shall be
personally liable to the Corporation or its stockholders for
monetary damages for breach of duty of care or other duty as a
director. No amendment to or repeal of this Article shall apply
to or have any effect on the liability or alleged liability of
any director of the Corporation for or with respect to any acts
or omissions of such director occurring prior to such amendment
or repeal.
IX.
The name and address of the Incorporator of the Corporation
is Scott A. Hudson, Esquire, NationsBank Plaza, 600 Peachtree
Street, N.E., Suite 5200, Atlanta, Georgia 30308-2216.
/s/Scott A. Hudson, Esquire, Incorporator
-2- <PAGE>
EXHIBIT B-33
SEI HOLDINGS, INC.
* * * * *
B Y L A W S
* * * * *
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of
Wilmington, County of New Castle, State of Delaware.
Section 2. The corporation may also have offices at such
other places both within and without the State of Delaware as the
board of directors may from time to time determine or the
business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the
election of directors shall be held at such place as may be fixed
from time to time by the board of directors, or at such other
place either within or without the State of Delaware as shall be
designated from time to time by the board of directors and stated
in the notice of the meeting. Meetings of stockholders for any
other purpose may be held at such time and place, within or
without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders shall be held at
such date and time as shall be designated from time to time by
the board of directors and stated in the notice of the meeting,
at which they shall elect by a plurality vote a board of
directors, and transact such other business as may properly be
brought before the meeting.
Section 3. Written notice of the annual meeting stating the
place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten
(10) nor more than sixty (60) days before the date of the
meeting.
<PAGE>
Section 4. The officer who has charge of the stock ledger
of the corporation shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder
and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior
to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced
and kept at the time and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is
present.
Section 5. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by
the certificate of incorporation, may be called by the president
and shall be called by the president or secretary at the request
in writing of a majority of the board of directors, or at the
request in writing of stockholders owning a majority in amount of
the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the
purpose or purposes of the proposed meeting.
Section 6. Written notice of a special meeting stating the
place, date and hour of the meeting and the purpose or purposes
for which the meeting is called, shall be given not less than ten
(10) nor more than sixty (60) days before the date of the
meeting, to each stockholder entitled to vote at such meeting.
Section 7. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the
notice.
Section 8. The holders of a majority of the stock issued
and outstanding and entitled to vote thereat, present in person
or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at
the meeting as originally notified. If the adjournment is for
more than thirty days, or if after the adjournment a new record
-2-
<PAGE>
date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.
Section 9. When a quorum is present at any meeting, the
vote of the holders of a majority of the stock having voting
power present in person or represented by proxy shall decide any
question brought before such meeting, unless the question is one
upon which by express provision of the statutes or of the
certificate of incorporation, a different vote is required in
which case such express provision shall govern and control the
decision of such question.
Section 10. Unless otherwise provided in the certificate of
incorporation or in an agreement among shareholders as permitted
under the General Corporation Law of the State of Delaware (the
"Delaware Corporation Law"), each stockholder shall at every
meeting of the stockholders be entitled to one vote in person or
by proxy for each share of the capital stock having voting power
held by such stockholder, but no proxy shall be voted on after
three years from its date, unless the proxy provides for a longer
period.
Section 11. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or
special meeting of stockholders of the corporation, or any action
which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at
a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in
writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute
the whole board shall be not less than one (1) nor more than
seven (7). The initial board shall consist of one (1) director.
Thereafter, within the limits above specified, the number of
directors shall be determined by resolution of the board of
directors or by the stockholders at the annual meeting. The
directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article,
-3-
<PAGE>
and each director elected shall hold office until his successor
is elected and qualified. Directors need not be stockholders.
Section 2. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors
may be filled by a majority of the directors then in office,
though less than a quorum, or by a sole remaining director, and
the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall
qualify, unless sooner displaced. If there are no directors in
office, then an election of directors may be held in the manner
provided by statute. If, at the time of filling any vacancy or
any newly created directorship, the directors then in office
shall constitute less than a majority of the whole board (as
constituted immediately prior to any such increase), the Court of
Chancery may, upon application of any stockholder or stockholders
holding at least ten percent of the total number of the shares at
the time outstanding having the right to vote for such directors,
summarily order an election to be held to fill any such vacancies
or newly created directorships, or to replace the directors
chosen by the directors then in office.
Section 3. The business of the corporation shall be managed
by or under the direction of its board of directors which may
exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the
certificate of incorporation or by these by-laws directed or
required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may
hold meetings, both regular and special, either within or without
the State of Delaware.
Section 5. The first meeting of each newly elected board of
directors shall be held at such time and place as shall be fixed
by the vote of the stockholders at the annual meeting and no
notice of such meeting shall be necessary to the newly elected
directors in order legally to constitute the meeting, provided a
quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of
the newly elected board of directors, or in the event such
meeting is not held at the time and place so fixed by the
stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be
specified in a written waiver signed by all of the directors.
-4-
<PAGE>
Section 6. Regular meetings of the board of directors may
be held without notice at such time and at such place as shall
from time to time be determined by the board.
Section 7. Special meetings of the board may be called by
the president on 2 days' notice to each director, either
personally or by mail or by telegram; special meetings shall be
called by the president or secretary in like manner and on like
notice on the written request of two directors unless the board
consists of only one director; in which case special meetings
shall be called by the president or secretary in like manner and
on like notice on the written request of the sole director.
Section 8. At all meetings of the board a majority of the
directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the
board of directors, except as may be otherwise specifically
provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the board of
directors the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate
of incorporation or these by-laws, any action required or
permitted to be taken at any meeting of the board of directors or
of any committee thereof may be taken without a meeting, if all
members of the board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the board or committee.
Section 10. Unless otherwise restricted by the certificate
of incorporation or these by-laws, members of the board of
directors, or any committee designated by the board of directors,
may participate in a meeting of the board of directors, or any
committee, by means of conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at
the meeting.
COMMITTEES OF DIRECTORS
Section 11. The board of directors may, by resolution
passed by a majority of the whole board, designate one or more
committees, each committee to consist of one or more of the
directors of the corporation. The board may designate one or
more directors as alternate members of any committee, who may
-5-
<PAGE>
replace any absent or disqualified member at any meeting of the
committee.
Any such committee, to the extent provided in the resolution
of the board of directors, shall have and may exercise all the
powers and authority of the board of directors in the management
of the business and affairs of the corporation, and may authorize
the seal of the corporation to be affixed to all papers which may
require it; but no such committee shall have the power or
authority in reference to amending the certificate of
incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and
assets, recommending to the stockholders a dissolution of the
corporation or a revocation of a dissolution, or amending the
by-laws of the corporation; and, unless the resolution or the
certificate of incorporation expressly so provide, no such
committee shall have the power or authority to declare a dividend
or to authorize the issuance of stock or to adopt a certificate
of ownership and merger. Such committee or committees shall have
such name or names as may be determined from time to time by
resolution adopted by the board of directors.
Section 12. Each committee shall keep regular minutes of
its meetings and report the same to the board of directors when
required.
COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the certificate
of incorporation or these by-laws, the board of directors shall
have the authority to fix the compensation of directors. The
directors may be paid their expenses, if any, of attendance at
each meeting of the board of directors and may be paid a fixed
sum for attendance at each meeting of the board of directors or a
stated salary as director. No such payment shall preclude any
director from serving the corporation in any other capacity and
receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending
committee meetings.
REMOVAL OF DIRECTORS
Section 14. Unless otherwise restricted by the certificate
of incorporation or by law, any director of the entire board of
directors may be removed, with or without cause, by the holders
of a majority of shares entitled to vote at an election of
directors.
-6-
<PAGE>
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes
or of the certificate of incorporation or of these by-laws,
notice is required to be given to any director or stockholder, it
shall not be construed to mean personal notice, but such notice
may be given in writing, by mail, addressed to such director or
stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may
also be given by telegram.
Section 2. Whenever any notice is required to be given
under the provisions of the statutes or of the certificate of
incorporation or of these by-laws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen
by the board of directors and shall be at a minimum a president,
secretary and treasurer. The board of directors may also choose
one or more vice-presidents, assistant secretaries and assistant
treasurers. Any number of offices may be held by the same
person, unless the certificate of incorporation or these by-laws
otherwise provide.
Section 2. The board of directors at its first meeting
after each annual meeting of stockholders shall choose a
president, one or more vice-presidents, a secretary and a
treasurer.
Section 3. The board of directors may appoint such other
officers and agents as it shall deem necessary who shall hold
their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by
the board.
Section 4. The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.
-7-
<PAGE>
Section 5. The officers of the corporation shall hold
office until their successors are chosen and qualified. Any
officer elected or appointed by the board of directors may be
removed at any time by the affirmative vote of a majority of the
board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive
officer of the corporation, shall preside at all meetings of the
stockholders and the board of directors, shall have general and
active management of the business of the corporation and shall
see that all orders and resolutions of the board of directors are
carried into effect.
Section 7. The president shall execute bonds, mortgages and
other contracts requiring a seal, under the seal of the
corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 8. In the absence of the president or in the event
of his inability or refusal to act, the vice-president (or in the
event there be more than one vice-president, the vice-presidents
in the order designated by the directors, or in the absence of
any designation, then in the order of their election) shall
perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions
upon the president. The vice-presidents shall perform such other
duties and have such other powers as the board of directors may
from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
Section 9. The secretary shall attend all meetings of the
board of directors and all meetings of the stockholders and
record all the proceedings of the meetings of the corporation and
of the board of directors in a book to be kept for that purpose
and shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the board of
directors, and shall perform such other duties as may be
-8-
<PAGE>
prescribed by the board of directors or president, under whose
supervision he shall be. He shall have custody of the corporate
seal of the corporation and he, or an assistant secretary, shall
have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by
the signature of such assistant secretary. The board of
directors may give general authority to any other officer to
affix the seal of the corporation and to attest the affixing by
his signature.
Section 10. The assistant secretary, or if there be more
than one, the assistant secretaries in the order determined by
the board of directors (or if there be no such determination,
then in the order of their election) shall, in the absence of the
secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and
shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the corporation in such
depositories as may be designated by the board of directors.
Section 12. The treasurer shall disburse the funds of the
corporation as may be ordered by the board of directors, taking
proper vouchers for such disbursements, and shall render to the
president and the board of directors, at its regular meetings, or
when the board of directors so requires, an account of all his
transactions as treasurer and of the financial condition of the
corporation.
Section 13. If required by the board of directors, he shall
give the corporation a bond (which shall be renewed every six
years) in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful
performance of the duties of his office and for the restoration
to the corporation, in case of his death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his
control belonging to the corporation.
Section 14. The assistant treasurer, or if there shall be
more than one, the assistant treasurers in the order determined
by the board of directors (or if there be no such determination,
then in the order of their election) shall, in the absence of the
-9-
<PAGE>
treasurer or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.
ARTICLE VI
CERTIFICATES FOR SHARES
Section 1. The shares of the corporation shall be
represented by a certificate or shall be uncertificated.
Certificates shall be signed by, or in the name of the
corporation by, the chairman or vice-chairman of the board of
directors, or the president or a vice-president and the treasurer
or an assistant treasurer, or the secretary or an assistant
secretary of the corporation.
Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the
registered owner thereof a written notice containing the
information required to be set forth or stated on certificates
pursuant to the Delaware Corporate Law Sections 151, 156, 202(a)
or 218(a) or a statement that the corporation will furnish
without charge to each stockholder who so requests the powers,
designations, preferences and relative participating, optional or
other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such
preferences and/or rights.
Section 2. Any of or all the signatures on a certificate
may be facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he
were such officer, transfer agent or registrar at the date of
issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new
certificate or certificates or uncertificated shares to be issued
in place of any certificate or certificates theretofore issued by
the corporation alleged to have been lost, stolen or destroyed,
upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate or
certificates or uncertificated shares, the board of directors
-10-
<PAGE>
may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall
require and/or to give the corporation a bond in such sum as it
may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession,
assignation or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction
upon its books. Upon receipt of proper transfer instructions
from the registered owner of uncertificated shares such
uncertificated shares shall be cancelled and issuance of new
equivalent uncertificated shares or certificated shares shall be
made to the person entitled thereto and the transaction shall be
recorded upon the books of the corporation.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the board of directors may
fix, in advance, a record date, which shall not be more than
sixty (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action.
A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting: provided, however, that the board of
directors may fix a new record date for the adjourned meeting.
-11-
<PAGE>
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize
the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner,
and to hold liable for calls and assessments a person registered
on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.
ARTICLE VII
INDEMNIFICATION
Section 1. The corporation shall have 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, suit 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 such person 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, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such person
acted in good faith and in a manner such person reasonably
believed 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 such conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he or she reasonably believed to be in or not
opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had reasonable
cause to believe that his or her conduct was unlawful.
Section 2. The corporation shall have 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 suit by
or in the right of the corporation to procure a judgment in its
favor by reason of the fact that such person 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,
-12-
<PAGE>
joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such
action or suit if he or she acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests
of the corporation and except 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 of Chancery or the
court in which such action or suit was brought shall determine
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
which the Court of Chancery or such other court shall deem
proper.
Section 3. To the extent that a director, officer, employee
or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred
to in Sections 1. and 2., or in defense of any claim, issue or
matter therein, such individual shall be indemnified against
expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith.
Section 4. Any indemnification under Sections 1. and 2.
(unless ordered by a court) shall be made by the corporation only
as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is
proper in the circumstances because he or she has met the
applicable standard of conduct set forth in Sections 1. and 2.
Such determination shall be made (1) by the board of directors by
a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if such a
quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel
in a written opinion, or (3) by the stockholders.
Section 5. Expenses (including attorneys' fees) incurred by
an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be
paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that such individual is not
entitled to be indemnified by the corporation as authorized in
this Section. Such expenses (including attorneys' fees) incurred
by other employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems appropriate.
Section 6. The indemnification and advancement of expenses
provided by this Article VII shall not be deemed exclusive of any
other rights to which those seeking indemnification or
-13-
<PAGE>
advancement of expenses may be entitled under any agreement, vote
of stockholders or disinterested directors or otherwise, both as
to action in such individual's official capacity and as to action
in another capacity while holding such office.
Section 7. The corporation shall have power to purchase and
maintain insurance on behalf of any person who 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 against any liability
asserted against such person and incurred by such person in any
such capacity, or arising out of his or her status as such,
whether or not the corporation would have the power to indemnify
him or her against such liability under the provisions of this
section.
Section 8. For purposes of this Article VII, references to
"the corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have
had power and authority to indemnify its directors, officers and
employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is
or was serving at the request of such constituent corporation as
a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall
stand in the same position under the provisions of this Article
VII with respect to the resulting or surviving corporation as he
or she would have with respect to such constituent corporation if
its separate existence had continued.
Section 9. For purposes of this Article VII, references to
"other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on
a person with respect to an employee benefit plan; and references
to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by,
such director, officer, employee, or agent with respect to an
employee benefit plan, its participants, or beneficiaries; and a
person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have
acted in a manner "not opposed to the best interests of the
corporation" as referred to in this Article VII.
Section 10. The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article VII shall,
unless otherwise provided when authorized or ratified, continue
as to a person who has ceased to be a director, officer, employee
-14-
<PAGE>
or agent and shall inure to the benefit of the heirs, executors
and administrators of such a person.
ARTICLE VIII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of
incorporation, if any, may be declared by the board of directors
at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the certificate of
incorporation.
Section 2. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends
such sum or sums as the directors from time to time, in their
absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing
or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of
the corporation, and the directors may modify or abolish any such
reserve in the manner in which it was created.
ANNUAL STATEMENT
Section 3. The board of directors shall present at each
annual meeting, and at any special meeting of the stockholders
when called for by vote of the stockholders, a full and clear
statement of the business and condition of the corporation.
CHECKS
Section 4. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such
other person or persons as the board of directors may from time
to time designate.
-15-
<PAGE>
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be
fixed by resolution of the board of directors.
SEAL
Section 6. The corporate seal shall have inscribed thereon
the name of the corporation, the year of its organization and the
words "Corporate Seal, Delaware". The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
ARTICLE IX
AMENDMENTS
Section 1. These by-laws may be altered, amended or
repealed or new by-laws may be adopted by the stockholders or by
the board of directors, when such power is conferred upon the
board of directors by the certificate of incorporation at any
regular meeting of the stockholders or of the board of directors
or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or
adoption of new by-laws be contained in the notice of such
special meeting. If the power to adopt, amend or repeal by-laws
is conferred upon the board of directors by the certificate of
incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.
I hereby certify that the foregoing By-Laws were duly
adopted by the Board of Directors of the Corporation on April 20,
1993.
/s/Scott A. Hudson [SEAL]
Assistant Secretary
-16- <PAGE>
EXHIBIT B-34
CERTIFICATE OF INCORPORATION
OF
SEI HOLDINGS III, INC.
I.
The name of the corporation is SEI HOLDINGS III, INC. (the
"Corporation").
II.
The initial registered office of the Corporation in the
State of Delaware shall be located at Corporation Trust Center,
1209 Orange Street, Wilmington, New Castle County, Delaware
19801. The initial registered agent of the Corporation at such
address shall be The Corporation Trust Company.
III.
The purpose or purposes for which the Corporation is
organized is to engage exclusively in the direct and indirect
ownership of the securities, or an interest in the business, of
any one or more exempt wholesale generators, foreign utility
companies, or "qualifying facilities," as defined under the
Public Utility Regulatory Policies Act of 1978, and in activities
that are incidental thereto.
IV.
The Corporation shall be authorized to issue One Thousand
(1,000) shares of One Dollar ($1.00) par value capital stock, all
of which shall be designated "Common Stock." The shares of
Common Stock shall have unlimited voting rights and shall be
entitled to receive all of the net assets of the Corporation upon
dissolution or liquidation.
V.
The affairs of the Corporation shall be managed by a Board
of Directors and as otherwise provided in the By-Laws of the
Corporation. The initial Board of Directors of the corporation
shall consist of one (1) member, whose name and corresponding
mailing address is:
James A. Ward c/o Southern Electric
International, Inc.
100 Ashford Center North <PAGE>
Atlanta, Georgia 30338
VI.
The Corporation shall have perpetual duration.
VII.
The Board of Directors of the Corporation shall have the
power to adopt, amend and repeal the By-Laws of the Corporation.
VIII.
To the fullest extent that the General Corporation Law of
Delaware, as it exists on the date hereof or as it may hereafter
be amended, permits the limitation or elimination of the
liability of directors, no director of the Corporation shall be
personally liable to the Corporation or its stockholders for
monetary damages for breach of duty of care or other duty as a
director. No amendment to or repeal of this Article shall apply
to or have any effect on the liability or alleged liability of
any director of the Corporation for or with respect to any acts
or omissions of such director occurring prior to such amendment
or repeal.
IX.
The name and address of the Incorporator of the Corporation
is M. Stuart Sutherland, Esquire, NationsBank Plaza, 600
Peachtree Street, N.E., Suite 5200, Atlanta, Georgia 30308-2216.
/s/M. Stuart Sutherland, Esquire, Incorporator
-2- <PAGE>
EXHIBIT B-35
SEI HOLDINGS III, INC.
* * * * *
B Y L A W S
* * * * *
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of
Wilmington, County of New Castle, State of Delaware.
Section 2. The corporation may also have offices at such
other places both within and without the State of Delaware as the
board of directors may from time to time determine or the
business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the
election of directors shall be held at such place as may be fixed
from time to time by the board of directors, or at such other
place either within or without the State of Delaware as shall be
designated from time to time by the board of directors and stated
in the notice of the meeting. Meetings of stockholders for any
other purpose may be held at such time and place, within or
without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders shall be held at
such date and time as shall be designated from time to time by
the board of directors and stated in the notice of the meeting,
at which they shall elect by a plurality vote a board of
directors, and transact such other business as may properly be
brought before the meeting.
Section 3. Written notice of the annual meeting stating the
place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten
(10) nor more than sixty (60) days before the date of the
meeting.
<PAGE>
Section 4. The officer who has charge of the stock ledger
of the corporation shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder
and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior
to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced
and kept at the time and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is
present.
Section 5. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by
the certificate of incorporation, may be called by the president
and shall be called by the president or secretary at the request
in writing of a majority of the board of directors, or at the
request in writing of stockholders owning a majority in amount of
the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the
purpose or purposes of the proposed meeting.
Section 6. Written notice of a special meeting stating the
place, date and hour of the meeting and the purpose or purposes
for which the meeting is called, shall be given not less than ten
(10) nor more than sixty (60) days before the date of the
meeting, to each stockholder entitled to vote at such meeting.
Section 7. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the
notice.
Section 8. The holders of a majority of the stock issued
and outstanding and entitled to vote thereat, present in person
or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at
the meeting as originally notified. If the adjournment is for
more than thirty days, or if after the adjournment a new record
-2-
<PAGE>
date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.
Section 9. When a quorum is present at any meeting, the
vote of the holders of a majority of the stock having voting
power present in person or represented by proxy shall decide any
question brought before such meeting, unless the question is one
upon which by express provision of the statutes or of the
certificate of incorporation, a different vote is required in
which case such express provision shall govern and control the
decision of such question.
Section 10. Unless otherwise provided in the certificate of
incorporation or in an agreement among shareholders as permitted
under the General Corporation Law of the State of Delaware (the
"Delaware Corporation Law"), each stockholder shall at every
meeting of the stockholders be entitled to one vote in person or
by proxy for each share of the capital stock having voting power
held by such stockholder, but no proxy shall be voted on after
three years from its date, unless the proxy provides for a longer
period.
Section 11. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or
special meeting of stockholders of the corporation, or any action
which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at
a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in
writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute
the whole board shall be not less than one (1) nor more than
seven (7). The initial board shall consist of one (1) director.
Thereafter, within the limits above specified, the number of
directors shall be determined by resolution of the board of
directors or by the stockholders at the annual meeting. The
directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article,
-3-
<PAGE>
and each director elected shall hold office until his successor
is elected and qualified. Directors need not be stockholders.
Section 2. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors
may be filled by a majority of the directors then in office,
though less than a quorum, or by a sole remaining director, and
the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall
qualify, unless sooner displaced. If there are no directors in
office, then an election of directors may be held in the manner
provided by statute. If, at the time of filling any vacancy or
any newly created directorship, the directors then in office
shall constitute less than a majority of the whole board (as
constituted immediately prior to any such increase), the Court of
Chancery may, upon application of any stockholder or stockholders
holding at least ten percent of the total number of the shares at
the time outstanding having the right to vote for such directors,
summarily order an election to be held to fill any such vacancies
or newly created directorships, or to replace the directors
chosen by the directors then in office.
Section 3. The business of the corporation shall be managed
by or under the direction of its board of directors which may
exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the
certificate of incorporation or by these by-laws directed or
required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may
hold meetings, both regular and special, either within or without
the State of Delaware.
Section 5. The first meeting of each newly elected board of
directors shall be held at such time and place as shall be fixed
by the vote of the stockholders at the annual meeting and no
notice of such meeting shall be necessary to the newly elected
directors in order legally to constitute the meeting, provided a
quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of
the newly elected board of directors, or in the event such
meeting is not held at the time and place so fixed by the
stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be
specified in a written waiver signed by all of the directors.
-4-
<PAGE>
Section 6. Regular meetings of the board of directors may
be held without notice at such time and at such place as shall
from time to time be determined by the board.
Section 7. Special meetings of the board may be called by
the president on 2 days' notice to each director, either
personally or by mail or by telegram; special meetings shall be
called by the president or secretary in like manner and on like
notice on the written request of two directors unless the board
consists of only one director; in which case special meetings
shall be called by the president or secretary in like manner and
on like notice on the written request of the sole director.
Section 8. At all meetings of the board a majority of the
directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the
board of directors, except as may be otherwise specifically
provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the board of
directors the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate
of incorporation or these by-laws, any action required or
permitted to be taken at any meeting of the board of directors or
of any committee thereof may be taken without a meeting, if all
members of the board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the board or committee.
Section 10. Unless otherwise restricted by the certificate
of incorporation or these by-laws, members of the board of
directors, or any committee designated by the board of directors,
may participate in a meeting of the board of directors, or any
committee, by means of conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at
the meeting.
COMMITTEES OF DIRECTORS
Section 11. The board of directors may, by resolution
passed by a majority of the whole board, designate one or more
committees, each committee to consist of one or more of the
directors of the corporation. The board may designate one or
more directors as alternate members of any committee, who may
-5-
<PAGE>
replace any absent or disqualified member at any meeting of the
committee.
Any such committee, to the extent provided in the resolution
of the board of directors, shall have and may exercise all the
powers and authority of the board of directors in the management
of the business and affairs of the corporation, and may authorize
the seal of the corporation to be affixed to all papers which may
require it; but no such committee shall have the power or
authority in reference to amending the certificate of
incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and
assets, recommending to the stockholders a dissolution of the
corporation or a revocation of a dissolution, or amending the
by-laws of the corporation; and, unless the resolution or the
certificate of incorporation expressly so provide, no such
committee shall have the power or authority to declare a dividend
or to authorize the issuance of stock or to adopt a certificate
of ownership and merger. Such committee or committees shall have
such name or names as may be determined from time to time by
resolution adopted by the board of directors.
Section 12. Each committee shall keep regular minutes of
its meetings and report the same to the board of directors when
required.
COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the certificate
of incorporation or these by-laws, the board of directors shall
have the authority to fix the compensation of directors. The
directors may be paid their expenses, if any, of attendance at
each meeting of the board of directors and may be paid a fixed
sum for attendance at each meeting of the board of directors or a
stated salary as director. No such payment shall preclude any
director from serving the corporation in any other capacity and
receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending
committee meetings.
REMOVAL OF DIRECTORS
Section 14. Unless otherwise restricted by the certificate
of incorporation or by law, any director of the entire board of
directors may be removed, with or without cause, by the holders
of a majority of shares entitled to vote at an election of
directors.
-6-
<PAGE>
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes
or of the certificate of incorporation or of these by-laws,
notice is required to be given to any director or stockholder, it
shall not be construed to mean personal notice, but such notice
may be given in writing, by mail, addressed to such director or
stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may
also be given by telegram.
Section 2. Whenever any notice is required to be given
under the provisions of the statutes or of the certificate of
incorporation or of these by-laws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen
by the board of directors and shall be at a minimum a president,
secretary and treasurer. The board of directors may also choose
one or more vice-presidents, assistant secretaries and assistant
treasurers. Any number of offices may be held by the same
person, unless the certificate of incorporation or these by-laws
otherwise provide.
Section 2. The board of directors at its first meeting
after each annual meeting of stockholders shall choose a
president, one or more vice-presidents, a secretary and a
treasurer.
Section 3. The board of directors may appoint such other
officers and agents as it shall deem necessary who shall hold
their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by
the board.
Section 4. The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.
-7-
<PAGE>
Section 5. The officers of the corporation shall hold
office until their successors are chosen and qualified. Any
officer elected or appointed by the board of directors may be
removed at any time by the affirmative vote of a majority of the
board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive
officer of the corporation, shall preside at all meetings of the
stockholders and the board of directors, shall have general and
active management of the business of the corporation and shall
see that all orders and resolutions of the board of directors are
carried into effect.
Section 7. The president shall execute bonds, mortgages and
other contracts requiring a seal, under the seal of the
corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 8. In the absence of the president or in the event
of his inability or refusal to act, the vice-president (or in the
event there be more than one vice-president, the vice-presidents
in the order designated by the directors, or in the absence of
any designation, then in the order of their election) shall
perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions
upon the president. The vice-presidents shall perform such other
duties and have such other powers as the board of directors may
from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
Section 9. The secretary shall attend all meetings of the
board of directors and all meetings of the stockholders and
record all the proceedings of the meetings of the corporation and
of the board of directors in a book to be kept for that purpose
and shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the board of
directors, and shall perform such other duties as may be
-8-
<PAGE>
prescribed by the board of directors or president, under whose
supervision he shall be. He shall have custody of the corporate
seal of the corporation and he, or an assistant secretary, shall
have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by
the signature of such assistant secretary. The board of
directors may give general authority to any other officer to
affix the seal of the corporation and to attest the affixing by
his signature.
Section 10. The assistant secretary, or if there be more
than one, the assistant secretaries in the order determined by
the board of directors (or if there be no such determination,
then in the order of their election) shall, in the absence of the
secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and
shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the corporation in such
depositories as may be designated by the board of directors.
Section 12. The treasurer shall disburse the funds of the
corporation as may be ordered by the board of directors, taking
proper vouchers for such disbursements, and shall render to the
president and the board of directors, at its regular meetings, or
when the board of directors so requires, an account of all his
transactions as treasurer and of the financial condition of the
corporation.
Section 13. If required by the board of directors, he shall
give the corporation a bond (which shall be renewed every six
years) in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful
performance of the duties of his office and for the restoration
to the corporation, in case of his death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his
control belonging to the corporation.
Section 14. The assistant treasurer, or if there shall be
more than one, the assistant treasurers in the order determined
by the board of directors (or if there be no such determination,
then in the order of their election) shall, in the absence of the
-9-
<PAGE>
treasurer or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.
ARTICLE VI
CERTIFICATES FOR SHARES
Section 1. The shares of the corporation shall be
represented by a certificate or shall be uncertificated.
Certificates shall be signed by, or in the name of the
corporation by, the chairman or vice-chairman of the board of
directors, or the president or a vice-president and the treasurer
or an assistant treasurer, or the secretary or an assistant
secretary of the corporation.
Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the
registered owner thereof a written notice containing the
information required to be set forth or stated on certificates
pursuant to the Delaware Corporate Law Sections 151, 156, 202(a)
or 218(a) or a statement that the corporation will furnish
without charge to each stockholder who so requests the powers,
designations, preferences and relative participating, optional or
other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such
preferences and/or rights.
Section 2. Any of or all the signatures on a certificate
may be facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he
were such officer, transfer agent or registrar at the date of
issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new
certificate or certificates or uncertificated shares to be issued
in place of any certificate or certificates theretofore issued by
the corporation alleged to have been lost, stolen or destroyed,
upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate or
certificates or uncertificated shares, the board of directors
-10-
<PAGE>
may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall
require and/or to give the corporation a bond in such sum as it
may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession,
assignation or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction
upon its books. Upon receipt of proper transfer instructions
from the registered owner of uncertificated shares such
uncertificated shares shall be cancelled and issuance of new
equivalent uncertificated shares or certificated shares shall be
made to the person entitled thereto and the transaction shall be
recorded upon the books of the corporation.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the board of directors may
fix, in advance, a record date, which shall not be more than
sixty (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action.
A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting: provided, however, that the board of
directors may fix a new record date for the adjourned meeting.
-11-
<PAGE>
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize
the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner,
and to hold liable for calls and assessments a person registered
on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.
ARTICLE VII
INDEMNIFICATION
Section 1. Each person who is or was a director of the
corporation or officer or employee of the corporation holding one
or more positions of management through and inclusive of Project
Managers and Business Development Managers (but not positions
below the level of such 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
of the corporation or officer or employee of the corporation
holding one or more Management Positions, or is or was serving at
the request of the corporation as a director, alternate 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 section shall inure to the benefit of the heirs, executors
and administrators of such person.
Section 2. Expenses (including attorneys' fees) incurred by
a director of the corporation or officer 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
-12-
<PAGE>
entitled to be indemnified by the corporation under these by-laws
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.
Section 3. 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),
alternate director, 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
these by-laws or otherwise.
Section 4. 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 Federal Power Act, or any federal or
state statute or municipal ordinance regulating the corporation
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.
Section 5. 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.
-13-
<PAGE>
Section 6. If any word, clause or provision of the by-laws
or any indemnification made under Article VII hereof shall for
any reason be determined to be invalid, the provisions of the by-
laws shall not otherwise be affected thereby but shall remain in
full force and effect. The masculine pronoun, as used in the by-
laws, means the masculine and feminine wherever applicable.
ARTICLE VIII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of
incorporation, if any, may be declared by the board of directors
at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the certificate of
incorporation.
Section 2. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends
such sum or sums as the directors from time to time, in their
absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing
or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of
the corporation, and the directors may modify or abolish any such
reserve in the manner in which it was created.
ANNUAL STATEMENT
Section 3. The board of directors shall present at each
annual meeting, and at any special meeting of the stockholders
when called for by vote of the stockholders, a full and clear
statement of the business and condition of the corporation.
CHECKS
Section 4. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such
other person or persons as the board of directors may from time
to time designate.
-14-
<PAGE>
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be
fixed by resolution of the board of directors.
SEAL
Section 6. The corporate seal shall have inscribed thereon
the name of the corporation, the year of its organization and the
words "Corporate Seal, Delaware". The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
ARTICLE IX
AMENDMENTS
Section 1. These by-laws may be altered, amended or
repealed or new by-laws may be adopted by the stockholders or by
the board of directors, when such power is conferred upon the
board of directors by the certificate of incorporation at any
regular meeting of the stockholders or of the board of directors
or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or
adoption of new by-laws be contained in the notice of such
special meeting. If the power to adopt, amend or repeal by-laws
is conferred upon the board of directors by the certificate of
incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.
-15-
<PAGE>
I hereby certify that the foregoing By-Laws were duly
adopted by the Board of Directors of the Corporation on September
17, 1993.
/s/Sam H. Dabbs, Jr. [SEAL]
Assistant Secretary
-16- <PAGE>
EXHIBIT B-36
CERTIFICATE OF INCORPORATION
OF
SEI HOLDINGS IV, INC.
I.
The name of the corporation is SEI HOLDINGS IV, INC. (the
"Corporation").
II.
The initial registered office of the Corporation in the
State of Delaware shall be located at Corporation Trust Center,
1209 Orange Street, Wilmington, New Castle County, Delaware
19801. The initial registered agent of the Corporation at such
address shall be The Corporation Trust Company.
III.
The purpose or purposes for which the Corporation is
organized is to engage exclusively in the direct and indirect
ownership of the securities, or an interest in the business, of
any one or more exempt wholesale generators, foreign utility
companies, or "qualifying facilities," as defined under the
Public Utility Regulatory Policies Act of 1978, and in activities
that are incidental thereto.
IV.
The Corporation shall be authorized to issue One Thousand
(1,000) shares of One Dollar ($1.00) par value capital stock, all
of which shall be designated "Common Stock." The shares of
Common Stock shall have unlimited voting rights and shall be
entitled to receive all of the net assets of the Corporation upon
dissolution or liquidation.
V.
The affairs of the Corporation shall be managed by a Board
of Directors and as otherwise provided in the By-Laws of the
Corporation. The initial Board of Directors of the corporation
shall consist of one (1) member, whose name and corresponding
mailing address is:
James A. Ward c/o Southern Electric
International, Inc.
100 Ashford Center North
<PAGE>
Atlanta, Georgia 30338
VI.
The Corporation shall have perpetual duration.
VII.
The Board of Directors of the Corporation shall have the
power to adopt, amend and repeal the By-Laws of the Corporation.
VIII.
To the fullest extent that the General Corporation Law of
Delaware, as it exists on the date hereof or as it may hereafter
be amended, permits the limitation or elimination of the
liability of directors, no director of the Corporation shall be
personally liable to the Corporation or its stockholders for
monetary damages for breach of duty of care or other duty as a
director. No amendment to or repeal of this Article shall apply
to or have any effect on the liability or alleged liability of
any director of the Corporation for or with respect to any acts
or omissions of such director occurring prior to such amendment
or repeal.
IX.
The name and address of the Incorporator of the Corporation
is M. Stuart Sutherland, Esquire, NationsBank Plaza, 600
Peachtree Street, N.E., Suite 5200, Atlanta, Georgia 30308-2216.
/s/M. Stuart Sutherland, Esquire, Incorporator
-2- <PAGE>
EXHIBIT B-37
SEI HOLDINGS IV, INC.
* * * * *
B Y L A W S
* * * * *
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of
Wilmington, County of New Castle, State of Delaware.
Section 2. The corporation may also have offices at such
other places both within and without the State of Delaware as the
board of directors may from time to time determine or the
business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the
election of directors shall be held at such place as may be fixed
from time to time by the board of directors, or at such other
place either within or without the State of Delaware as shall be
designated from time to time by the board of directors and stated
in the notice of the meeting. Meetings of stockholders for any
other purpose may be held at such time and place, within or
without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders shall be held at
such date and time as shall be designated from time to time by
the board of directors and stated in the notice of the meeting,
at which they shall elect by a plurality vote a board of
directors, and transact such other business as may properly be
brought before the meeting.
Section 3. Written notice of the annual meeting stating the
place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten
(10) nor more than sixty (60) days before the date of the
meeting.
<PAGE>
Section 4. The officer who has charge of the stock ledger
of the corporation shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder
and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior
to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced
and kept at the time and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is
present.
Section 5. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by
the certificate of incorporation, may be called by the president
and shall be called by the president or secretary at the request
in writing of a majority of the board of directors, or at the
request in writing of stockholders owning a majority in amount of
the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the
purpose or purposes of the proposed meeting.
Section 6. Written notice of a special meeting stating the
place, date and hour of the meeting and the purpose or purposes
for which the meeting is called, shall be given not less than ten
(10) nor more than sixty (60) days before the date of the
meeting, to each stockholder entitled to vote at such meeting.
Section 7. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the
notice.
Section 8. The holders of a majority of the stock issued
and outstanding and entitled to vote thereat, present in person
or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at
the meeting as originally notified. If the adjournment is for
more than thirty days, or if after the adjournment a new record
-2-
<PAGE>
date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.
Section 9. When a quorum is present at any meeting, the
vote of the holders of a majority of the stock having voting
power present in person or represented by proxy shall decide any
question brought before such meeting, unless the question is one
upon which by express provision of the statutes or of the
certificate of incorporation, a different vote is required in
which case such express provision shall govern and control the
decision of such question.
Section 10. Unless otherwise provided in the certificate of
incorporation or in an agreement among shareholders as permitted
under the General Corporation Law of the State of Delaware (the
"Delaware Corporation Law"), each stockholder shall at every
meeting of the stockholders be entitled to one vote in person or
by proxy for each share of the capital stock having voting power
held by such stockholder, but no proxy shall be voted on after
three years from its date, unless the proxy provides for a longer
period.
Section 11. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or
special meeting of stockholders of the corporation, or any action
which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at
a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in
writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute
the whole board shall be not less than one (1) nor more than
seven (7). The initial board shall consist of one (1) director.
Thereafter, within the limits above specified, the number of
directors shall be determined by resolution of the board of
directors or by the stockholders at the annual meeting. The
directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article,
-3-
<PAGE>
and each director elected shall hold office until his successor
is elected and qualified. Directors need not be stockholders.
Section 2. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors
may be filled by a majority of the directors then in office,
though less than a quorum, or by a sole remaining director, and
the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall
qualify, unless sooner displaced. If there are no directors in
office, then an election of directors may be held in the manner
provided by statute. If, at the time of filling any vacancy or
any newly created directorship, the directors then in office
shall constitute less than a majority of the whole board (as
constituted immediately prior to any such increase), the Court of
Chancery may, upon application of any stockholder or stockholders
holding at least ten percent of the total number of the shares at
the time outstanding having the right to vote for such directors,
summarily order an election to be held to fill any such vacancies
or newly created directorships, or to replace the directors
chosen by the directors then in office.
Section 3. The business of the corporation shall be managed
by or under the direction of its board of directors which may
exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the
certificate of incorporation or by these by-laws directed or
required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may
hold meetings, both regular and special, either within or without
the State of Delaware.
Section 5. The first meeting of each newly elected board of
directors shall be held at such time and place as shall be fixed
by the vote of the stockholders at the annual meeting and no
notice of such meeting shall be necessary to the newly elected
directors in order legally to constitute the meeting, provided a
quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of
the newly elected board of directors, or in the event such
meeting is not held at the time and place so fixed by the
stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be
specified in a written waiver signed by all of the directors.
-4-
<PAGE>
Section 6. Regular meetings of the board of directors may
be held without notice at such time and at such place as shall
from time to time be determined by the board.
Section 7. Special meetings of the board may be called by
the president on 2 days' notice to each director, either
personally or by mail or by telegram; special meetings shall be
called by the president or secretary in like manner and on like
notice on the written request of two directors unless the board
consists of only one director; in which case special meetings
shall be called by the president or secretary in like manner and
on like notice on the written request of the sole director.
Section 8. At all meetings of the board a majority of the
directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the
board of directors, except as may be otherwise specifically
provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the board of
directors the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate
of incorporation or these by-laws, any action required or
permitted to be taken at any meeting of the board of directors or
of any committee thereof may be taken without a meeting, if all
members of the board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the board or committee.
Section 10. Unless otherwise restricted by the certificate
of incorporation or these by-laws, members of the board of
directors, or any committee designated by the board of directors,
may participate in a meeting of the board of directors, or any
committee, by means of conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at
the meeting.
COMMITTEES OF DIRECTORS
Section 11. The board of directors may, by resolution
passed by a majority of the whole board, designate one or more
committees, each committee to consist of one or more of the
directors of the corporation. The board may designate one or
more directors as alternate members of any committee, who may
-5-
<PAGE>
replace any absent or disqualified member at any meeting of the
committee.
Any such committee, to the extent provided in the resolution
of the board of directors, shall have and may exercise all the
powers and authority of the board of directors in the management
of the business and affairs of the corporation, and may authorize
the seal of the corporation to be affixed to all papers which may
require it; but no such committee shall have the power or
authority in reference to amending the certificate of
incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and
assets, recommending to the stockholders a dissolution of the
corporation or a revocation of a dissolution, or amending the
by-laws of the corporation; and, unless the resolution or the
certificate of incorporation expressly so provide, no such
committee shall have the power or authority to declare a dividend
or to authorize the issuance of stock or to adopt a certificate
of ownership and merger. Such committee or committees shall have
such name or names as may be determined from time to time by
resolution adopted by the board of directors.
Section 12. Each committee shall keep regular minutes of
its meetings and report the same to the board of directors when
required.
COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the certificate
of incorporation or these by-laws, the board of directors shall
have the authority to fix the compensation of directors. The
directors may be paid their expenses, if any, of attendance at
each meeting of the board of directors and may be paid a fixed
sum for attendance at each meeting of the board of directors or a
stated salary as director. No such payment shall preclude any
director from serving the corporation in any other capacity and
receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending
committee meetings.
REMOVAL OF DIRECTORS
Section 14. Unless otherwise restricted by the certificate
of incorporation or by law, any director of the entire board of
directors may be removed, with or without cause, by the holders
of a majority of shares entitled to vote at an election of
directors.
-6-
<PAGE>
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes
or of the certificate of incorporation or of these by-laws,
notice is required to be given to any director or stockholder, it
shall not be construed to mean personal notice, but such notice
may be given in writing, by mail, addressed to such director or
stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may
also be given by telegram.
Section 2. Whenever any notice is required to be given
under the provisions of the statutes or of the certificate of
incorporation or of these by-laws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen
by the board of directors and shall be at a minimum a president,
secretary and treasurer. The board of directors may also choose
one or more vice-presidents, assistant secretaries and assistant
treasurers. Any number of offices may be held by the same
person, unless the certificate of incorporation or these by-laws
otherwise provide.
Section 2. The board of directors at its first meeting
after each annual meeting of stockholders shall choose a
president, one or more vice-presidents, a secretary and a
treasurer.
Section 3. The board of directors may appoint such other
officers and agents as it shall deem necessary who shall hold
their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by
the board.
Section 4. The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.
-7-
<PAGE>
Section 5. The officers of the corporation shall hold
office until their successors are chosen and qualified. Any
officer elected or appointed by the board of directors may be
removed at any time by the affirmative vote of a majority of the
board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive
officer of the corporation, shall preside at all meetings of the
stockholders and the board of directors, shall have general and
active management of the business of the corporation and shall
see that all orders and resolutions of the board of directors are
carried into effect.
Section 7. The president shall execute bonds, mortgages and
other contracts requiring a seal, under the seal of the
corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 8. In the absence of the president or in the event
of his inability or refusal to act, the vice-president (or in the
event there be more than one vice-president, the vice-presidents
in the order designated by the directors, or in the absence of
any designation, then in the order of their election) shall
perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions
upon the president. The vice-presidents shall perform such other
duties and have such other powers as the board of directors may
from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
Section 9. The secretary shall attend all meetings of the
board of directors and all meetings of the stockholders and
record all the proceedings of the meetings of the corporation and
of the board of directors in a book to be kept for that purpose
and shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the board of
directors, and shall perform such other duties as may be
-8-
<PAGE>
prescribed by the board of directors or president, under whose
supervision he shall be. He shall have custody of the corporate
seal of the corporation and he, or an assistant secretary, shall
have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by
the signature of such assistant secretary. The board of
directors may give general authority to any other officer to
affix the seal of the corporation and to attest the affixing by
his signature.
Section 10. The assistant secretary, or if there be more
than one, the assistant secretaries in the order determined by
the board of directors (or if there be no such determination,
then in the order of their election) shall, in the absence of the
secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and
shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the corporation in such
depositories as may be designated by the board of directors.
Section 12. The treasurer shall disburse the funds of the
corporation as may be ordered by the board of directors, taking
proper vouchers for such disbursements, and shall render to the
president and the board of directors, at its regular meetings, or
when the board of directors so requires, an account of all his
transactions as treasurer and of the financial condition of the
corporation.
Section 13. If required by the board of directors, he shall
give the corporation a bond (which shall be renewed every six
years) in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful
performance of the duties of his office and for the restoration
to the corporation, in case of his death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his
control belonging to the corporation.
Section 14. The assistant treasurer, or if there shall be
more than one, the assistant treasurers in the order determined
by the board of directors (or if there be no such determination,
then in the order of their election) shall, in the absence of the
-9-
<PAGE>
treasurer or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.
ARTICLE VI
CERTIFICATES FOR SHARES
Section 1. The shares of the corporation shall be
represented by a certificate or shall be uncertificated.
Certificates shall be signed by, or in the name of the
corporation by, the chairman or vice-chairman of the board of
directors, or the president or a vice-president and the treasurer
or an assistant treasurer, or the secretary or an assistant
secretary of the corporation.
Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the
registered owner thereof a written notice containing the
information required to be set forth or stated on certificates
pursuant to the Delaware Corporate Law Sections 151, 156, 202(a)
or 218(a) or a statement that the corporation will furnish
without charge to each stockholder who so requests the powers,
designations, preferences and relative participating, optional or
other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such
preferences and/or rights.
Section 2. Any of or all the signatures on a certificate
may be facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he
were such officer, transfer agent or registrar at the date of
issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new
certificate or certificates or uncertificated shares to be issued
in place of any certificate or certificates theretofore issued by
the corporation alleged to have been lost, stolen or destroyed,
upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate or
certificates or uncertificated shares, the board of directors
-10-
<PAGE>
may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall
require and/or to give the corporation a bond in such sum as it
may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession,
assignation or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction
upon its books. Upon receipt of proper transfer instructions
from the registered owner of uncertificated shares such
uncertificated shares shall be cancelled and issuance of new
equivalent uncertificated shares or certificated shares shall be
made to the person entitled thereto and the transaction shall be
recorded upon the books of the corporation.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the board of directors may
fix, in advance, a record date, which shall not be more than
sixty (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action.
A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting: provided, however, that the board of
directors may fix a new record date for the adjourned meeting.
-11-
<PAGE>
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize
the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner,
and to hold liable for calls and assessments a person registered
on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.
ARTICLE VII
INDEMNIFICATION
Section 1. Each person who is or was a director of the
corporation or officer or employee of the corporation holding one
or more positions of management through and inclusive of Project
Managers and Business Development Managers (but not positions
below the level of such 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
of the corporation or officer or employee of the corporation
holding one or more Management Positions, or is or was serving at
the request of the corporation as a director, alternate 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 section shall inure to the benefit of the heirs, executors
and administrators of such person.
Section 2. Expenses (including attorneys' fees) incurred by
a director of the corporation or officer 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
-12-
<PAGE>
entitled to be indemnified by the corporation under these by-laws
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.
Section 3. 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),
alternate director, 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
these by-laws or otherwise.
Section 4. 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 Federal Power Act, or any federal or
state statute or municipal ordinance regulating the corporation
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.
Section 5. 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.
-13-
<PAGE>
Section 6. If any word, clause or provision of the by-laws
or any indemnification made under Article VII hereof shall for
any reason be determined to be invalid, the provisions of the by-
laws shall not otherwise be affected thereby but shall remain in
full force and effect. The masculine pronoun, as used in the by-
laws, means the masculine and feminine wherever applicable.
ARTICLE VIII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of
incorporation, if any, may be declared by the board of directors
at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the certificate of
incorporation.
Section 2. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends
such sum or sums as the directors from time to time, in their
absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing
or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of
the corporation, and the directors may modify or abolish any such
reserve in the manner in which it was created.
ANNUAL STATEMENT
Section 3. The board of directors shall present at each
annual meeting, and at any special meeting of the stockholders
when called for by vote of the stockholders, a full and clear
statement of the business and condition of the corporation.
CHECKS
Section 4. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such
other person or persons as the board of directors may from time
to time designate.
-14-
<PAGE>
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be
fixed by resolution of the board of directors.
SEAL
Section 6. The corporate seal shall have inscribed thereon
the name of the corporation, the year of its organization and the
words "Corporate Seal, Delaware". The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
ARTICLE IX
AMENDMENTS
Section 1. These by-laws may be altered, amended or
repealed or new by-laws may be adopted by the stockholders or by
the board of directors, when such power is conferred upon the
board of directors by the certificate of incorporation at any
regular meeting of the stockholders or of the board of directors
or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or
adoption of new by-laws be contained in the notice of such
special meeting. If the power to adopt, amend or repeal by-laws
is conferred upon the board of directors by the certificate of
incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.
I hereby certify that the foregoing By-Laws were duly
adopted by the Board of Directors of the Corporation on September
17, 1993.
/s/Sam H. Dabbs, Jr. [SEAL]
Assistant Secretary
-15- <PAGE>
EXHIBIT B-38
CERTIFICATE OF INCORPORATION
OF
SOUTHERN ELECTRIC WHOLESALE GENERATORS, INC.
I.
The name of the corporation is SOUTHERN ELECTRIC WHOLESALE
GENERATORS, INC. (the "Corporation").
II.
The initial registered office of the Corporation in the
State of Delaware shall be located at Corporation Trust Center,
1209 Orange Street, Wilmington, New Castle County, Delaware
19801. The initial registered agent of the Corporation at such
address shall be The Corporation Trust Company.
III.
The purpose or purposes for which the Corporation is
organized is to directly or indirectly engage in the business of
owning, operating or owning and operating exempt wholesale
generators and facilities which qualify as generators of electric
energy for sale at wholesale.
IV.
The Corporation shall be authorized to issue One Thousand
(1,000) shares of One Dollar ($1.00) par value capital stock, all
of which shall be designated "Common Stock." The shares of
Common Stock shall have unlimited voting rights and shall be
entitled to receive all of the net assets of the Corporation upon
dissolution or liquidation.
V.
The affairs of the Corporation shall be managed by a Board
of Directors and as otherwise provided in the By-Laws of the
Corporation. The initial Board of Directors of the corporation
shall consist of six (6) members, whose names and corresponding
mailing addresses are:
Thomas G. Boren 100 Ashford Center North
Suite 400
Atlanta, Georgia 30346
Kerry E. Adams 64 Perimeter Center East
Atlanta, Georgia 30346
Paul J. DeNicola 64 Perimeter Center East
Atlanta, Georgia 30346
-2- <PAGE>
H. Allen Franklin 64 Perimeter Center East
Atlanta, Georgia 30346
W. L. Westbrook 64 Perimeter Center East
Atlanta, Georgia 30346
T. J. Bowden 600 North 18th Street
Birmingham, Alabama 35203
VI.
The Corporation shall have perpetual duration.
VII.
The Board of Directors of the Corporation shall have the
power to adopt, amend and repeal the By-Laws of the Corporation.
VIII.
To the fullest extent that the General Corporation Law of
Delaware, as it exists on the date hereof or as it may hereafter
be amended, permits the limitation or elimination of the
liability of directors, no director of the Corporation shall be
personally liable to the Corporation or its stockholders for
monetary damages for breach of duty of care or other duty as a
director. No amendment to or repeal of this Article shall apply
to or have any effect on the liability or alleged liability of
any director of the Corporation for or with respect to any acts
or omissions of such director occurring prior to such amendment
or repeal.
IX.
The name and address of the Incorporator of the Corporation
is Alan E. Serby, Esquire, NationsBank Plaza, 600 Peachtree
Street, N.E., Suite 5200, Atlanta, Georgia 30308-2216.
/s/Alan E. Serby, Esquire, Incorporator
-3- <PAGE>
EXHIBIT B-39
SOUTHERN ELECTRIC WHOLESALE GENERATORS, INC.
* * * * *
B Y L A W S
* * * * *
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of
Wilmington, County of New Castle, State of Delaware.
Section 2. The corporation may also have offices at such
other places both within and without the State of Delaware as the
board of directors may from time to time determine or the
business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the
election of directors shall be held at such place as may be fixed
from time to time by the board of directors, or at such other
place either within or without the State of Delaware as shall be
designated from time to time by the board of directors and stated
in the notice of the meeting. Meetings of stockholders for any
other purpose may be held at such time and place, within or
without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders shall be held at
such date and time as shall be designated from time to time by
the board of directors and stated in the notice of the meeting,
at which they shall elect by a plurality vote a board of
directors, and transact such other business as may properly be
brought before the meeting.
Section 3. Written notice of the annual meeting stating the
place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten
(10) nor more than sixty (60) days before the date of the
meeting.
<PAGE>
Section 4. The officer who has charge of the stock ledger
of the corporation shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder
and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior
to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced
and kept at the time and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is
present.
Section 5. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by
the certificate of incorporation, may be called by the president
and shall be called by the president or secretary at the request
in writing of a majority of the board of directors, or at the
request in writing of stockholders owning a majority in amount of
the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the
purpose or purposes of the proposed meeting.
Section 6. Written notice of a special meeting stating the
place, date and hour of the meeting and the purpose or purposes
for which the meeting is called, shall be given not less than ten
(10) nor more than sixty (60) days before the date of the
meeting, to each stockholder entitled to vote at such meeting.
Section 7. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the
notice.
Section 8. The holders of a majority of the stock issued
and outstanding and entitled to vote thereat, present in person
or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at
the meeting as originally notified. If the adjournment is for
-2-
<PAGE>
more than thirty days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.
Section 9. When a quorum is present at any meeting, the
vote of the holders of a majority of the stock having voting
power present in person or represented by proxy shall decide any
question brought before such meeting, unless the question is one
upon which by express provision of the statutes or of the
certificate of incorporation, a different vote is required in
which case such express provision shall govern and control the
decision of such question.
Section 10. Unless otherwise provided in the certificate of
incorporation or in an agreement among shareholders as permitted
under the General Corporation Law of the State of Delaware (the
"Delaware Corporation Law"), each stockholder shall at every
meeting of the stockholders be entitled to one vote in person or
by proxy for each share of the capital stock having voting power
held by such stockholder, but no proxy shall be voted on after
three years from its date, unless the proxy provides for a longer
period.
Section 11. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or
special meeting of stockholders of the corporation, or any action
which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at
a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in
writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute
the whole board shall be not less than three (3) nor more than
seven (7). The initial board shall consist of six (6) directors.
Thereafter, within the limits above specified, the number of
directors shall be determined by resolution of the board of
directors or by the stockholders at the annual meeting. The
-3-
<PAGE>
directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article,
and each director elected shall hold office until his successor
is elected and qualified. Directors need not be stockholders.
Section 2. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors
may be filled by a majority of the directors then in office,
though less than a quorum, or by a sole remaining director, and
the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall
qualify, unless sooner displaced. If there are no directors in
office, then an election of directors may be held in the manner
provided by statute. If, at the time of filling any vacancy or
any newly created directorship, the directors then in office
shall constitute less than a majority of the whole board (as
constituted immediately prior to any such increase), the Court of
Chancery may, upon application of any stockholder or stockholders
holding at least ten percent of the total number of the shares at
the time outstanding having the right to vote for such directors,
summarily order an election to be held to fill any such vacancies
or newly created directorships, or to replace the directors
chosen by the directors then in office.
Section 3. The business of the corporation shall be managed
by or under the direction of its board of directors which may
exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the
certificate of incorporation or by these by-laws directed or
required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may
hold meetings, both regular and special, either within or without
the State of Delaware.
Section 5. The first meeting of each newly elected board of
directors shall be held at such time and place as shall be fixed
by the vote of the stockholders at the annual meeting and no
notice of such meeting shall be necessary to the newly elected
directors in order legally to constitute the meeting, provided a
quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of
the newly elected board of directors, or in the event such
meeting is not held at the time and place so fixed by the
stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for
-4-
<PAGE>
special meetings of the board of directors, or as shall be
specified in a written waiver signed by all of the directors.
Section 6. Regular meetings of the board of directors may
be held without notice at such time and at such place as shall
from time to time be determined by the board.
Section 7. Special meetings of the board may be called by
the president on 2 days' notice to each director, either
personally or by mail or by telegram; special meetings shall be
called by the president or secretary in like manner and on like
notice on the written request of two directors unless the board
consists of only one director; in which case special meetings
shall be called by the president or secretary in like manner and
on like notice on the written request of the sole director.
Section 8. At all meetings of the board a majority of the
directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the
board of directors, except as may be otherwise specifically
provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the board of
directors the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate
of incorporation or these by-laws, any action required or
permitted to be taken at any meeting of the board of directors or
of any committee thereof may be taken without a meeting, if all
members of the board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the board or committee.
Section 10. Unless otherwise restricted by the certificate
of incorporation or these by-laws, members of the board of
directors, or any committee designated by the board of directors,
may participate in a meeting of the board of directors, or any
committee, by means of conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at
the meeting.
-5-
<PAGE>
COMMITTEES OF DIRECTORS
Section 11. The board of directors may, by resolution
passed by a majority of the whole board, designate one or more
committees, each committee to consist of one or more of the
directors of the corporation. The board may designate one or
more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the
committee.
Any such committee, to the extent provided in the resolution
of the board of directors, shall have and may exercise all the
powers and authority of the board of directors in the management
of the business and affairs of the corporation, and may authorize
the seal of the corporation to be affixed to all papers which may
require it; but no such committee shall have the power or
authority in reference to amending the certificate of
incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and
assets, recommending to the stockholders a dissolution of the
corporation or a revocation of a dissolution, or amending the
by-laws of the corporation; and, unless the resolution or the
certificate of incorporation expressly so provide, no such
committee shall have the power or authority to declare a dividend
or to authorize the issuance of stock or to adopt a certificate
of ownership and merger. Such committee or committees shall have
such name or names as may be determined from time to time by
resolution adopted by the board of directors.
Section 12. Each committee shall keep regular minutes of
its meetings and report the same to the board of directors when
required.
COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the certificate
of incorporation or these by-laws, the board of directors shall
have the authority to fix the compensation of directors. The
directors may be paid their expenses, if any, of attendance at
each meeting of the board of directors and may be paid a fixed
sum for attendance at each meeting of the board of directors or a
stated salary as director. No such payment shall preclude any
director from serving the corporation in any other capacity and
receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending
committee meetings.
-6-
<PAGE>
REMOVAL OF DIRECTORS
Section 14. Unless otherwise restricted by the certificate
of incorporation or by law, any director of the entire board of
directors may be removed, with or without cause, by the holders
of a majority of shares entitled to vote at an election of
directors.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes
or of the certificate of incorporation or of these by-laws,
notice is required to be given to any director or stockholder, it
shall not be construed to mean personal notice, but such notice
may be given in writing, by mail, addressed to such director or
stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may
also be given by telegram.
Section 2. Whenever any notice is required to be given
under the provisions of the statutes or of the certificate of
incorporation or of these by-laws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen
by the board of directors and shall be at a minimum a president,
secretary and treasurer. The board of directors may also choose
one or more vice-presidents, assistant secretaries and assistant
treasurers. Any number of offices may be held by the same
person, unless the certificate of incorporation or these by-laws
otherwise provide.
Section 2. The board of directors at its first meeting
after each annual meeting of stockholders shall choose a
president, one or more vice-presidents, a secretary and a
treasurer.
-7-
<PAGE>
Section 3. The board of directors may appoint such other
officers and agents as it shall deem necessary who shall hold
their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by
the board.
Section 4. The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold
office until their successors are chosen and qualify. Any
officer elected or appointed by the board of directors may be
removed at any time by the affirmative vote of a majority of the
board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive
officer of the corporation, shall preside at all meetings of the
stockholders and the board of directors, shall have general and
active management of the business of the corporation and shall
see that all orders and resolutions of the board of directors are
carried into effect.
Section 7. The president shall execute bonds, mortgages and
other contracts requiring a seal, under the seal of the
corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 8. In the absence of the president or in the event
of his inability or refusal to act, the vice-president (or in the
event there be more than one vice-president, the vice-presidents
in the order designated by the directors, or in the absence of
any designation, then in the order of their election) shall
perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions
upon the president. The vice-presidents shall perform such other
duties and have such other powers as the board of directors may
from time to time prescribe.
-8-
<PAGE>
THE SECRETARY AND ASSISTANT SECRETARY
Section 9. The secretary shall attend all meetings of the
board of directors and all meetings of the stockholders and
record all the proceedings of the meetings of the corporation and
of the board of directors in a book to be kept for that purpose
and shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the board of
directors, and shall perform such other duties as may be
prescribed by the board of directors or president, under whose
supervision he shall be. He shall have custody of the corporate
seal of the corporation and he, or an assistant secretary, shall
have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by
the signature of such assistant secretary. The board of
directors may give general authority to any other officer to
affix the seal of the corporation and to attest the affixing by
his signature.
Section 10. The assistant secretary, or if there be more
than one, the assistant secretaries in the order determined by
the board of directors (or if there be no such determination,
then in the order of their election) shall, in the absence of the
secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and
shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the corporation in such
depositories as may be designated by the board of directors.
Section 12. The treasurer shall disburse the funds of the
corporation as may be ordered by the board of directors, taking
proper vouchers for such disbursements, and shall render to the
president and the board of directors, at its regular meetings, or
when the board of directors so requires, an account of all his
transactions as treasurer and of the financial condition of the
corporation.
Section 13. If required by the board of directors, he shall
give the corporation a bond (which shall be renewed every six
years) in such sum and with such surety or sureties as shall be
-9-
<PAGE>
satisfactory to the board of directors for the faithful
performance of the duties of his office and for the restoration
to the corporation, in case of his death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his
control belonging to the corporation.
Section 14. The assistant treasurer, or if there shall be
more than one, the assistant treasurers in the order determined
by the board of directors (or if there be no such determination,
then in the order of their election) shall, in the absence of the
treasurer or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.
ARTICLE VI
CERTIFICATES FOR SHARES
Section 1. The shares of the corporation shall be
represented by a certificate or shall be uncertificated.
Certificates shall be signed by, or in the name of the
corporation by, the chairman or vice-chairman of the board of
directors, or the president or a vice-president and the treasurer
or an assistant treasurer, or the secretary or an assistant
secretary of the corporation.
Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the
registered owner thereof a written notice containing the
information required to be set forth or stated on certificates
pursuant to the Delaware Corporate Law Sections 151, 156, 202(a)
or 218(a) or a statement that the corporation will furnish
without charge to each stockholder who so requests the powers,
designations, preferences and relative participating, optional or
other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such
preferences and/or rights.
Section 2. Any of or all the signatures on a certificate
may be facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he
were such officer, transfer agent or registrar at the date of
issue.
-10-
<PAGE>
LOST CERTIFICATES
Section 3. The board of directors may direct a new
certificate or certificates or uncertificated shares to be issued
in place of any certificate or certificates theretofore issued by
the corporation alleged to have been lost, stolen or destroyed,
upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate or
certificates or uncertificated shares, the board of directors
may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall
require and/or to give the corporation a bond in such sum as it
may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession,
assignation or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction
upon its books. Upon receipt of proper transfer instructions
from the registered owner of uncertificated shares such
uncertificated shares shall be cancelled and issuance of new
equivalent uncertificated shares or certificated shares shall be
made to the person entitled thereto and the transaction shall be
recorded upon the books of the corporation.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the board of directors may
fix, in advance, a record date, which shall not be more than
sixty (60) nor less than ten (10) days before the date of such
-11-
<PAGE>
meeting, nor more than sixty (60) days prior to any other action.
A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting: provided, however, that the board of
directors may fix a new record date for the adjourned meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize
the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner,
and to hold liable for calls and assessments a person registered
on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.
ARTICLE VII
INDEMNIFICATION
Section 1. The corporation shall have 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, suit 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 such person 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, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such person
acted in good faith and in a manner such person reasonably
believed 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 such conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he or she reasonably believed to be in or not
opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had reasonable
cause to believe that his or her conduct was unlawful.
-12-
<PAGE>
Section 2. The corporation shall have 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 suit by
or in the right of the corporation to procure a judgment in its
favor by reason of the fact that such person 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 against expenses
(including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such
action or suit if he or she acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests
of the corporation and except 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 of Chancery or the
court in which such action or suit was brought shall determine
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
which the Court of Chancery or such other court shall deem
proper.
Section 3. To the extent that a director, officer, employee
or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred
to in Sections 1. and 2., or in defense of any claim, issue or
matter therein, such individual shall be indemnified against
expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith.
Section 4. Any indemnification under Sections 1. and 2.
(unless ordered by a court) shall be made by the corporation only
as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is
proper in the circumstances because he or she has met the
applicable standard of conduct set forth in Sections 1. and 2.
Such determination shall be made (1) by the board of directors by
a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if such a
quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel
in a written opinion, or (3) by the stockholders.
Section 5. Expenses (including attorneys' fees) incurred by
an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be
paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such director or officer to repay such amount if
-13-
<PAGE>
it shall ultimately be determined that such individual is not
entitled to be indemnified by the corporation as authorized in
this Section. Such expenses (including attorneys' fees) incurred
by other employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems appropriate.
Section 6. The indemnification and advancement of expenses
provided by this Article VII shall not be deemed exclusive of any
other rights to which those seeking indemnification or
advancement of expenses may be entitled under any agreement, vote
of stockholders or disinterested directors or otherwise, both as
to action in such individual's official capacity and as to action
in another capacity while holding such office.
Section 7. The corporation shall have power to purchase and
maintain insurance on behalf of any person who 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 against any liability
asserted against such person and incurred by such person in any
such capacity, or arising out of his or her status as such,
whether or not the corporation would have the power to indemnify
him or her against such liability under the provisions of this
section.
Section 8. For purposes of this Article VII, references to
"the corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have
had power and authority to indemnify its directors, officers and
employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is
or was serving at the request of such constituent corporation as
a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall
stand in the same position under the provisions of this Article
VII with respect to the resulting or surviving corporation as he
or she would have with respect to such constituent corporation if
its separate existence had continued.
Section 9. For purposes of this Article VII, references to
"other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on
a person with respect to an employee benefit plan; and references
to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by,
such director, officer, employee, or agent with respect to an
employee benefit plan, its participants, or beneficiaries; and a
-14-
<PAGE>
person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have
acted in a manner "not opposed to the best interests of the
corporation" as referred to in this Article VII.
Section 10. The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article VII shall,
unless otherwise provided when authorized or ratified, continue
as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors
and administrators of such a person.
ARTICLE VIII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of
incorporation, if any, may be declared by the board of directors
at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the certificate of
incorporation.
Section 2. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends
such sum or sums as the directors from time to time, in their
absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing
or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of
the corporation, and the directors may modify or abolish any such
reserve in the manner in which it was created.
ANNUAL STATEMENT
Section 3. The board of directors shall present at each
annual meeting, and at any special meeting of the stockholders
when called for by vote of the stockholders, a full and clear
statement of the business and condition of the corporation.
-15-
<PAGE>
CHECKS
Section 4. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such
other person or persons as the board of directors may from time
to time designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be
fixed by resolution of the board of directors.
SEAL
Section 6. The corporate seal shall have inscribed thereon
the name of the corporation, the year of its organization and the
words "Corporate Seal, Delaware". The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
ARTICLE IX
AMENDMENTS
Section 1. These by-laws may be altered, amended or
repealed or new by-laws may be adopted by the stockholders or by
the board of directors, when such power is conferred upon the
board of directors by the certificate of incorporation at any
regular meeting of the stockholders or of the board of directors
or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or
adoption of new by-laws be contained in the notice of such
special meeting. If the power to adopt, amend or repeal by-laws
is conferred upon the board of directors by the certificate of
incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.
I hereby certify that the foregoing By-Laws were duly
adopted by the Board of Directors of the Corporation on February
5, 1993.
-16-
<PAGE>
/s/Tommy Chisholm [SEAL]
Secretary
-17- <PAGE>
<PAGE> 1
EXHIBIT D-2
INCOME TAX ALLOCATION AGREEMENT
THIRTEENTH AMENDMENT
Southern Electric Railroad Company was incorporated in 1992 and is wholly owned
by The Southern Company. Southern Electric Railroad Company does hereby
declare and agree to the terms and conditions provided in the Income Tax
Allocation Agreement dated December 29, 1981, as amended on April 19, 1988.
EFFECTIVE DATE
This Agreement is effective for the Consolidated Tax reflected on the
Consolidated Tax Return for 1993 and subsequent years.
IN WITNESS HEREOF, this Agreement has been executed, as of the 22nd day of
March, 1994.
ATTEST: Southern Electric Railroad Company
/s/ Tommy Chisholm BY: /s/ Wayne Boston
Secretary
<PAGE> 2
INCOME TAX ALLOCATION AGREEMENT
FOURTEENTH AMENDMENT
Southern Electric Wholesale Generators, Inc. was incorporated in 1993 and is
wholly owned by The Southern Company. Southern Electric Wholesale Generators,
Inc. does hereby declare and agree to the terms and conditions provided in the
Income Tax Allocation Agreement dated December 29, 1981, as amended on April
19, 1988.
EFFECTIVE DATE
This Agreement is effective for the Consolidated Tax reflected on the
Consolidated Tax Return for 1993 and subsequent years.
IN WITNESS HEREOF, this Agreement has been executed, as of the 22nd day of
March, 1994.
ATTEST: Southern Electric Wholesale Generators, Inc.
/s/ Tommy Chisholm BY: /s/ James Ward
Secretary
<PAGE> 3
INCOME TAX ALLOCATION AGREEMENT
FIFTEENTH AMENDMENT
SEI Holdings, Inc. was incorporated in 1993 and is wholly owned by The Southern
Company. SEI Holdings, Inc. does hereby declare and agree to the terms and
conditions provided in the Income Tax Allocation Agreement dated December 29,
1981, as amended on April 19, 1988.
EFFECTIVE DATE
This Agreement is effective for the Consolidated Tax reflected on the
Consolidated Tax Return for 1993 and subsequent years.
IN WITNESS HEREOF, this Agreement has been executed, as of the 22nd day of
March, 1994.
ATTEST: SEI Holdings, Inc.
/s/ Tommy Chisholm BY: /s/ James Ward
Secretary
<PAGE> 4
INCOME TAX ALLOCATION AGREEMENT
SIXTEENTH AMENDMENT
SEI Holdings III, Inc. was incorporated in 1993 and is wholly owned by The
Southern Company. SEI Holdings III, Inc. does hereby declare and agree to the
terms and conditions provided in the Income Tax Allocation Agreement dated
December 29, 1981, as amended on April 19, 1988.
EFFECTIVE DATE
This Agreement is effective for the Consolidated Tax reflected on the
Consolidated Tax Return for 1993 and subsequent years.
IN WITNESS HEREOF, this Agreement has been executed, as of the 22nd day of
March, 1994.
ATTEST: SEI Holdings III, Inc.
/s/ Tommy Chisholm BY: /s/ James Ward
Secretary
<PAGE> 5
INCOME TAX ALLOCATION AGREEMENT
SEVENTEENTH AMENDMENT
SEI Holdings IV, Inc. was incorporated in 1993 and is wholly owned by The
Southern Company. SEI Holdings IV, Inc. does hereby declare and agree to the
terms and conditions provided in the Income Tax Allocation Agreement dated
December 29, 1981, as amended on April 19, 1988.
EFFECTIVE DATE
This Agreement is effective for the Consolidated Tax reflected on the
Consolidated Tax Return for 1993 and subsequent years.
IN WITNESS HEREOF, this Agreement has been executed, as of the 22nd day of
March, 1994.
ATTEST: SEI Holdings IV, Inc.
/s/ Tommy Chisholm BY: /s/ James Ward
Secretary
<PAGE> 1
EXHIBIT E-2
GEORGIA POWER COMPANY
GENERAL ACCOUNTING PROCEDURE 66
COMPANY LOANS
I. INTRODUCTION
A. Purpose
The purpose of this procedure is to provide Company policies
and guidelines concerning Company loans available to
employees. Company loans are provided to assist employees in
purchasing job related tools and equipment, personal
computers, purchasing and installing energy efficient
equipment and to assist transferring employees and their
families in relocating.
B. Scope
This procedure defines the Employee Energy Loan, Employee
Computer Skills Promotion Program (Personal Computer Loan),
Relocation Loan and Employee Equipment Loan. This procedure
also defines the employee eligibility requirements, steps for
requesting loans and the procedure for paying off Company
loans.
C. Policy
The following are policies on Company loans:
1. The Company will provide loans to eligible employees
for designated purchases as defined on the
agreements.
2. The Company will ensure all purchases are eligible
and reasonable.
3. The total amount of all Company loans (relocation,
personal computer, employee equipment and energy
loans) cannot exceed $20,000.
4. If a Company loan exceeds $10,000 or if a loan amount
causes the employee's total Company loans to exceed
$10,000, an Employee Tax Addendum must be signed by
the employee.
5. Company loans may be paid off early without penalty.
6. The Company may deduct outstanding loans from a
terminated employee's final payroll check.
7. Failure to comply with the procedures and
requirements for Company loans could result in
disciplinary action.
<PAGE> 2
REVISED January 17, 1994 GAP 66-2
II. EMPLOYEE ENERGY LOAN
The Employee Energy Loan is available to assist employees in the
purchase and installation or upgrade of specific energy efficient
materials and equipment as outlined in Section III, Energy Loan
Eligibility Requirements. This section defines the responsibilities
of the employee, Residential Marketing Representative, Payroll
Accounting, District Comptroller and Corporate Accounts Receivable.
A. Employee Responsibilities
1. The employee is responsible for contacting the district
office nearest the employee's residence prior to
installation of energy improvements.
2. The employee is responsible for ensuring that the
material(s) and equipment are installed in the
employee's residence.
3. The employee is responsible for providing accurate
information required to complete the employee energy
package. Reference Section V, Employee Energy Loan
Package.
4. The employee is responsible for ensuring that the loan
money acquired is used for the designated purchase(s)
as defined on the Employee Energy Loan Agreement
(Figure 66-A).
5. The employee is responsible for repayment of the loan
as defined on the Employee Energy Loan Agreement.
6. The employee is responsible for contacting Payroll
Accounting to determine the total pay off amount if the
employee pays off the loan early or leaves the Company
before a separation notice is completed. For loans
billed on service or non-service accounts (NSA), the
originating district should be contacted for the pay
off amount.
B. Residential Marketing Representative Responsibilities
1. The Residential Marketing Representative is responsible
for ensuring the terms and eligibility requirements of
the Employee Energy Loan are satisfied by the requesting
employee. Reference Section III, Energy Loans
Eligibility Requirements and Section IV, A, Terms of
Assistance.
2. The Residential Marketing Representative is responsible
for completing the Employee Energy Loan Agreement, Energy
Loan Amortization Schedule and Uniform Commercial Code
(UCC) - Financing Statement - Form 1.
<PAGE> 3
REVISED January 17, 1994 GAP 66-3
3. The Residential Marketing Representative is responsible
for notifying the employee of the status of the Employee
Energy Loan Agreement (approved or disapproved) and
recording the notification on the agreement. The Company
must provide written notification to the employee
regarding adverse action taken on the agreement.
4. The Residential Marketing Representative is responsible
for contacting Payroll Accounting to determine the total
amount of all outstanding Company loans on the requesting
employee. If the loan amount exceeds $10,000 or causes
the employee's total Company loans to exceed $10,000, the
requesting employee must sign an Employee Tax Addendum
(Figure 66-B). The Residential Marketing Representative
is also responsible for ensuring the tax implications are
communicated to the employee.
5. The Residential Marketing Representative is responsible
for forwarding the Employee Energy Loan Agreement, Energy
Loan Amortization Schedule and Employee Tax Addendum to
the District Comptroller.
6. The Residential Marketing Representative is responsible
for inspecting the property for loans exceeding $10,000
to ensure the material(s) and equipment has been
installed in the employee's residence. Loans less than
$10,000 will be inspected on a random basis by Internal
Auditing.
C. Payroll Accounting Responsibilities
1. Payroll Accounting is responsible for establishing
the employee on payroll deduction.
2. Payroll Accounting is responsible for providing the
Residential Marketing Representative the total amount
of outstanding Company loans on the requesting
employee.
3. Payroll Accounting is responsible for notifying the
appropriate District Customer Service Manager when an
employee leaves the Company.
D. District Comptroller Responsibilities
1. The District Comptroller is responsible for ensuring
the employee energy loan package, Reference Section V,
Employee Energy Loan Package, is accurate and complete.
This includes verifying the employee has satisfied the
energy loan eligibility requirements and terms of
assistance as defined in Section III, Energy Loan
Eligibility Requirements and Section IV, A, Terms of
Assistance.
2. The District Comptroller is responsible for accepting
or denying Employee Energy Loan Agreements for
employees
<PAGE> 4
REVISED January 17,1994 GAP 66-4
on payroll deduction. For loans billed on service or
NSA accounts, the District Customer Service Manager
will accept or deny the Employee Energy Loan Agreement.
3. The District Comptroller is responsible for forwarding
completed employee energy loan packages to Corporate
Accounts Receivable for employees on payroll deduction.
Employee Energy Loans billed on service or NSA accounts
are forwarded to Revenue Accounting.
4. The District Comptroller is responsible for filing a
lien (Uniform Commercial Code (UCC) - Financing
Statement - Form 1) on the employee's property when the
loan equals or exceeds $10,000 or when the loan amount
causes the employee's total Company loans to equal or
exceed $10,000.
5. The District Comptroller is responsible for maintaining
employee files. The file should include copies of the
Energy Loan Amortization Schedule, Employee Energy Loan
Agreement, invoices and, if applicable, a signed
Employee Tax Addendum and UCC - Financing Statement.
E. Corporate Accounts Receivable Responsibilities
1. Corporate Accounts Receivable is responsible for
forwarding completed employee energy loan packages to
Payroll Accounting for employees on payroll
deduction. For loans billed on service or NSA
accounts, packages are forwarded by the District
Comptroller directly to Revenue Accounting.
2. Corporate Accounts Receivable is responsible for
forwarding a copy of the Employee Energy Loan
Agreement to Disbursement Accounting. Disbursement
Accounting will issue a check payable to the
employee. For retired employees billed on service or
NSA accounts, Revenue Accounting will forward a copy
of the agreement to Disbursement Accounting.
<PAGE> 5
REVISED January 17, 1994 GAP 66-5
III. ENERGY LOAN ELIGIBILITY REQUIREMENTS
A. Employee Eligibility Requirements
The Employee Energy Loan is available to employees who meet
the requirements as outlined in this section.
1. The employee is a regular full-time employee, retired
full-time employee or employee on long term
disability. Part-time employees are not eligible.
2. The surviving spouse of a deceased full-time employee.
3. The employee has been employed within the Southern
Company System one (1) year or longer.
4. The employee owns (or must be in the process of
purchasing) the dwelling.
5. The employee's primary residence is eligible for
improvements. Vacation and rental homes also qualify
provided the property is on Company lines.
6. The employee's residence is a single family detached
residence or an attached condominium. Mobile homes
qualify if on a permanent foundation and the lot is
owned by the employee.
B. Eligible Home Improvements
The Employee Energy Loan is available for home improvements on
existing homes and homes under construction as described in
this section. The eligible home improvements must be
installed in the employee's residence prior to releasing the
employee energy loan package.
The Employee Energy Loan is not available for items covered by
other loans, including the primary mortgage on a home. Also,
labor performed by the employee and the purchases of
appliances are not covered by this program.
1. New Construction
a. Installation of high efficiency heat pump
systems meeting current minimum SEER
requirements of the Good Cents Program.
b. Installation of electric resistance water
heater which qualifies for "off peak"
electric rates.
c. Heat screening utilizing reflective film,
awnings or other such means, but not
including trees, shrubbery, etc..
<PAGE> 6
REVISED January 17, 1994 GAP 66-6
d. Installation of heat recovery units which
heat water with heat rejected from the
residence by cooling equipment.
e. Installation of heat pump water heater.
f. Installation of electric water heater(s) when
"d" or "e" above is installed.
2. Existing Homes
a. Installation of high efficiency heat pump
systems meeting current minimum SEER
requirements of the Good Cents Program.
b. Installation of electronic filters,
humidifiers, and other associated items when
"a" above is installed.
c. Heat screening utilizing reflective film,
awnings or other such means, but not
including trees, shrubbery, etc..
d. Installation of heat recovery units which
heat water with heat rejected from the
residence by cooling equipment.
e Installation of heat pump water heater.
f. Installation of electric water heater(s) when
"d" or "e" above is installed.
g. Thermal insulation of ceilings, walls,
floors, duct systems, hot water pipes, and
water heaters.
h. Weather stripping and caulking around doors
and windows.
i. Storm windows and doors and/or the
replacement of single pane windows with
double pane units and/or the replacement of
conventional entry doors with foam-core
doors.
j. Upgrade main service equipment when heat
pump(s) or electric water heater(s) is
installed.
k. Improved attic ventilation including attic
fans, power attic ventilators, continuous
ridge vents, soffit vents, etc..
l. Economizer, de-humidifier, or similar energy
saving device or system.
<PAGE> 7
REVISED January 17,1994 GAP 66-7
m. Ceiling fans (inside house only).
n. Polyethylene as crawl space ground cover.
o. Crawl space ventilators.
p. Duct with fan for redistribution of uneven
heating and/or cooling.
q. Duct Tightening and Insulation as per Good
Cents Improved Duct Tightening Guidelines.
r. Infiltration Measure Improvements as per the
Good Cents Program.
s. Installation of electric resistance water
heater which qualifies for "off peak"
electric rates.
<PAGE> 8
REVISED January 17, 1994 GAP 66-8
IV. REQUESTING AN EMPLOYEE ENERGY LOAN
A. Terms of Assistance
The Residential Marketing Representative must communicate the
terms of the loan, as outlined in this section, to the
requesting employee prior to completion of the Employee Energy
Loan Agreement.
1. Finance charges are calculated at an annual
percentage rate of 3%.
NOTE: If the employee leaves the Company for any
reason other than retirement or long term disability,
the annual percentage rate is subject to change.
Reference Section VI, C, Termination of Employment.
2. Loan amounts cannot be less than $120 and cannot
exceed $20,000.
NOTE: The total amount of all outstanding Company
loans cannot exceed $20,000.
3. The minimum monthly payroll deduction is $20.
4. Maximum of three (3) loans (i.e., no more than three
(3) properties with loans). A new loan cannot be
consolidated with an existing loan.
5. Repayment of the loan is a payroll deduction for
active employees. For retired employees, the loan
will be billed on the employee's monthly electric
bill or on an NSA bill.
6. Loan period is a minimum of six (6) months and cannot
exceed ten (10) years.
7. All loans may be paid in full at any time without
penalty.
B. Applying for Employee Energy Loans
This section defines the steps the employee must follow to
request an Employee Energy Loan.
STEP 1: The employee requesting an energy loan should
contact the district office nearest the
employee's residence prior to energy
improvements.
STEP 2: The employee should contact a vendor and
obtain an invoice for the material(s) and
equipment to be purchased and installed.
STEP 3: The employee will return the invoice(s)
supporting the cost of the eligible energy
efficient improvements to the district
office.
<PAGE> 9
REVISED January 17, 1994 GAP 66-9
STEP 4: The employee will sign and date the Employee
Energy Loan Agreement accepting the terms and
conditions. The employee will also sign and
date the agreement certifying the
improvements have been installed in the
residence.
<PAGE> 10
REVISED January 17, 1994 GAP 66-10
V. EMPLOYEE ENERGY LOAN PACKAGE
Once an employee has been determined eligible for an energy loan, an
employee energy loan package must be completed. The package includes
an Employee Energy Loan Agreement, Employee Tax Addendum, Uniform
Commercial Code (UCC) - Financing Statement - Form 1, and Energy Loan
Amortization Schedule. Each document is defined in this section.
A. Employee Energy Loan Agreement
To request an energy loan, an Employee Energy Loan Agreement
(form #700859F) must be completed by the Residential Marketing
Representative and signed by the requesting employee.
Invoices supporting the improvements must be attached to the
agreement. The following is a description of the Employee
Energy Loan Agreement (Figure 66-A):
1. Date
Current Date.
2. Employee Name
The employee's last name, first initial, middle
initial and suffix (if applicable).
3. Employee Number
The unique five (5) digit employee identification
number.
4. Employment
Check the appropriate block and enter the years of
service in the space provided.
5. Employee Social Security Number
The employee's nine (9) digit social security number.
6. Spouse Social Security Number
The employee's spouse nine (9) digit social security
number. This is required only when both employees
are employed within the Southern Company System.
7. Street, City, County, Zip
The street address, city, county and zip of
employee's residence.
<PAGE> 11
REVISED January 17, 1994 GAP 66-11
8. Department Name
The employee's department name.
9. Location
The employee's job location.
10. District
The district name where the loan originated.
11. District No.
The district number where the loan originated.
12. Cycle, Route, Office No., Premise No., CD, Tenant No.
The service or NSA number for retired or terminated
employees only.
13. Sales Order No.
The last five (5) digits of the employee's social
security number.
14. Requested Loan Amount
The loan amount requested by the employee.
15. Requested Loan Period
The number of monthly payments requested by the
employee.
16. Improvements Installed and Financed (Description and
Price)
The item(s) and price(s) of all improvements financed.
17. Annual Percentage Rate
The annual percentage rate the employee will be
charged. For regular or retired employees, the
annual percentage rate is 3%. For terminated
employees, reference Section VI, C, Termination of
Employment for the annual percentage rate.
18. Finance Charge
The total interest the employee will repay on the
loan. Reference Appendix I, Energy Loan Amortization
Schedule, for instructions on calculating the Finance
Charge.
<PAGE> 12
REVISED January 17, 1994 GAP 66-12
19. Amount Financed
The total amount loaned to the employee.
20. Total of Payments
The total amount the employee will repay the Company.
("Finance Charge" + "Amount Financed" = Total of
Payments).
21. Number of Payments
The number of months the loan is financed.
22. Amount of Payments
The employee's total monthly payment. Reference
Appendix I, Energy Loan Amortization Schedule, for
instructions on calculating the Amount of Payments.
23. When Payments are Due
For employee's on payroll deduction, a good faith
estimate based upon the next scheduled payroll
deduction for employee loans. For service or NSA
accounts, a good faith estimate based upon the
billing cycle date.
24. Employee's Obligations
This section of the application is completed by
entering the amount financed, the total number of
payments and the total monthly payment amount. The
employee must also date and sign the agreement.
25. Approval
The District Comptroller will accept or deny
agreements for employees on payroll deduction. For
employees established on service or NSA accounts, the
District Customer Service Manager will accept or deny
an agreement.
26. Certificate of Completion
After the improvements have been installed, the
address where the improvements were made, the
employee's signature and the date must be completed.
For loans exceeding $10,000, the Residential
Marketing Representative must sign and date the
agreement verifying the improvements have been made.
<PAGE> 13
REVISED January 17, 1994 GAP 66-13
27. Distribution
White and Yellow Corporate Accounts Receivable or
Revenue Accounting
Pink Employee
Goldenrod District
B. Employee Tax Addendum
An Employee Tax Addendum (Figure 66-B) must be signed by the
employee, if the total loan amount or if the loan causes the
total amount of all outstanding Company loans to exceed
$10,000. The addendum reflects the amount of taxable income
received due to the below market interest rate charged on the
loan. The taxable amount is included in the employee's
current Wage and Tax Statement (form W-2). The excess taxable
income the employee is expected to receive is also subject to
FICA withholding. Payroll Accounting will provide the
Residential Marketing Representative the additional taxable
income amount which is entered on the addendum. The signed
addendum is forwarded to Corporate Accounts Receivable or
Revenue Accounting. A copy should be retained in the
originating district office. A copy should also be provided
to the employee.
C. Financing Statement
For loans equal to or exceeding $10,000 or if the loan amount
causes the employee's total Company loans to equal or exceed
$10,000 a State of Georgia, Uniform Commercial Code (UCC) -
Financing Statement - Form 1, (Figure 66-C) must be filed.
The UCC-1, Financing Statement places a lien on the property.
The statement must be filed with the Clerk of Superior Court
in the employee's county of residence. If the loan amount
causes the employee's total Company loans to equal or exceed
$10,000, the lien should only be filed on the loan amount.
The form must be signed by the employee and recorded by the
District Comptroller or District Customer Service Manager. It
must be requested that the UCC - Financing Statement be
indexed to the employee's real estate mortgage records.
1. Completing a Financing Statement
The following information must be completed when
filing a UCC - Financing Statement:
a. Debtor(s) Name and Mailing Address
Employee's name and mailing address in which
installation is made.
<PAGE> 14
REVISED January 17, 1994 GAP 66-14
b. Secured Party(ies) Name and Address
Georgia Power Company, Address of District
Office
c. Assignee of Secured Party(ies)
Enter "None"
d. If an applicable box, etc.
Enter X in the second box (The goods
listed herein are or are to become fixtures on
the real estate described herein.). Enter the
employee's name in the "The record owner or
lessee of the real estate is" area.
e. The Financing Statement covers, etc.
Identify the item(s) installed. Include types,
makes, models or serial numbers of equipment.
f. Describe real estate, etc.
A legal description of the property or address
of property. Legal description includes the
street address, lot number, block number,
district number, subdivision, and county of
property location.
g. Signature(s) of Debtor(s)
Signature of employee to whom the loan is made.
h. Signature(s) of Secured Party(ies)
Signature of District Customer Service Manager
or District Comptroller.
2. Filing A Financing Statement
The original and number two (2) copy (carbon
remaining in tact) of the UCC - Financing Statement
and filing fee is presented to the Clerk of the
Superior Court for recording. The filing fees are
charged to account number 0-0-926-300 and the
appropriate responsibility center number.
The number three (3) copy is held in suspense
awaiting return of the number two (2) copy from the
Clerk of the Superior Court. Both copies are then
held in suspense to be attached to the district copy
of the Employee Energy Loan Agreement. The number
four (4) copy of the UCC - Financing Statement is
given to the employee.
<PAGE> 15
REVISED January 17, 1994 GAP 66-15
If an application is withdrawn or rejected, the lien
is terminated in the same manner followed when the
loan has been paid off. Reference Section VI, D,
Financing Statement.
D. Energy Loan Amortization Schedule
The Energy Loan Amortization Schedule is a user
friendly program which allows easy calculation of Employee
Energy Loans. The on-line program provides the Residential
Marketing Representative with the capability to calculate the
employee's monthly "Amount of Payments" and total "Finance
Charge" on the Employee Energy Loan Agreement. Reference
Appendix I, Energy Loan Amortization Schedule for calculation
instructions. The program will also calculate an amortization
schedule as illustrated in Figure 66-D. A copy of the
schedule must be attached to the Employee Energy Loan
Agreement.
<PAGE> 16
REVISED January 17, 1994 GAP 66-16
VI. PAYING OFF EMPLOYEE ENERGY LOANS
A. Selling of Residence
If the employee sells the residence and is still employed with
the Company, the employee may retain the loan as long as the
employee continues to make stipulated payments as defined in
the Employee Energy Loan Agreement.
If a lien is filed on the residence, the employee must pay off
the loan before the lien is removed. For employees on payroll
deduction, the employee must contact Payroll Accounting for
the pay off amount. For loans billed on service or NSA
accounts, the originating district should be contacted for the
pay off amount.
B. Refinancing of Residence
If the residence that an energy loan covers is refinanced, the
employee has the option of paying the outstanding balance or
with the approval of the District Customer Service Manager or
District Comptroller, the Company may execute a subordination
agreement.
A subordination agreement is a legal document that allows an
employee to refinance the mortgage without releasing the lien.
The employee is responsible for any expenses incurred in
executing the agreement and should provide a copy of the
agreement for filing in the district office.
C. Termination of Employment
1. Regular Full-Time Employees
When an employee is terminated or resigns from the
Company, Payroll Accounting will notify the District
Customer Service Manager of any outstanding energy
loans. If the employee is due a final payroll check,
with District Customer Service Manager approval,
Payroll Accounting will apply the final check to the
unpaid balance.
If an unpaid balance remains after the final check is
deducted or issued, Payroll Accounting will forward
Form A (Figure 66-E) to the District Customer Service
Manager. The District Customer Service Manager will
notify the employee and require:
1. the employee to pay the unpaid loan amount in
full or;
2. continue the loan at an annual percentage
rate that will not exceed 15% for loan
balances that exceed $3,000. For loans with
an outstanding balance of $3,000 or less, the
annual percentage rate will not exceed 8%.
<PAGE> 17
REVISED January 17,1994 GAP 66-17
However, before the employee is notified, it is
recommended that a credit check be completed to
determine the employee's ability to repay the loan.
Once the determination has been made the employee
should be notified.
a. Payment in Full
If the employee pays the unpaid balance
in full, a personal check made payable to
"Georgia Power Company" and Form A should be
forwarded to Payroll Accounting. Payroll
Accounting updates its records and applies the
check to the unpaid balance. If a UCC -
Financing Statement was filed, the district
office should remove the lien.
b. Loans Not Paid In Full
If the loan is not paid in full, Form A
should be used to complete a new Employee
Energy Loan Agreement and Energy Loan
Amortization Schedule. The "Unpaid Principal
Balance" on Form A should be documented in the
"Amount Financed" block on the new agreement.
The "Number of Payments Remaining" should be
documented in the "Number of Payments" block.
The new agreement must be completed with a
service or NSA account number. Also, the
District Customer Service Manager must accept
or deny the new agreement. If the employee's
signature cannot be obtained on the new
agreement, the District Customer Service
Manager enters "Unable to obtain signature" in
the employee signature area.
In addition to the agreement, a new
Energy Loan Amortization Schedule must be
completed to calculate the employee's new
monthly payment amount and finance charge.
Reference Appendix I, Energy Loan Amortization
Schedule. Enter the "Unpaid Principal Balance"
amount on Form A in the "Amount Financed" field
and enter the "Number of Payments Remaining" in
the "Number of Payments" field on the entry
screen. The new annual percentage rate is
provided on Form A. The new agreement and
schedule should be forwarded to Revenue
Accounting for processing. Form A should be
retained in the district office.
2. Retired or Long Term Disability Employees
For employees on long term disability or retired
employees, the Company may require the loan be paid
in full or the unpaid balance transferred to the
employee's service or NSA account for monthly
billing. If the unpaid balance is transferred, a new
Employee Energy Loan Agreement must
<PAGE> 18
REVISED january 17, 1994 GAP 66-18
be completed and approved by the District Customer
Service Manager. The annual percentage rate will
remain at 3%.
D. Financing Statement
If a UCC - Financing Statement has been filed and the loan is
paid in full, the District Customer Service Manager or
District Comptroller must notify the Clerk of the Superior
Court within forty-five (45) days that the loan has been paid.
This is accomplished by having the secured party (Georgia
Power Company) date and sign the "Termination Statement" on
the number two (2) copy of the UCC - Financing Statement. A
notation is made on the number three (3) copy of the date and
the number two (2) copy is mailed to the Clerk. Once the
Clerk has cleared the records, the original UCC - Financing
Statement is returned to the appropriate Company office. The
original is then attached to the district copy of the Employee
Energy Loan Agreement. A copy of the original must be
forwarded to the employee.
<PAGE> 19
REVISED January 17, 1994 GAP 66-19
VII. EMPLOYEE COMPUTER SKILLS PROMOTION PROGRAM LOAN
The Employee Computer Skills Promotion Program (Personal Computer
Loan) allows eligible employees to finance personal computer
hardware, software and instructional material for use at home.
However, the purchases are limited to one (1) personal computer, one
(1) printer and one (1) modem. Hardware and software primarily
designed for entertainment may not be financed under this program.
These loans are available through the Company's Credit Unions.
A. Eligibility Requirements
The Personal Computer Loan is available to employees who meet
the requirements as outlined in this section.
1. The employee is a regular full-time employee.
2. The employee has been employed with the Company six
(6) months or longer.
3. The employee is a member of a participating Credit
Union.
B. Terms of Assistance
The following requirements must be met to obtain the Personal
Computer Loan.
1. Loans cannot be less than $200 and cannot exceed
$5,000.
2. Finance charges are calculated at an annual
percentage rate of 3%.
3. Repayment of the loan is a payroll deduction.
4. The minimum monthly payroll deduction is $20.
5. The maximum loan period is 36 months.
6. Maximum of three (3) loans during a 36 month period.
A new loan cannot be consolidated with an existing
loan. Also, the maximum number of months available
for repayment for each loan will be determined by
subtracting from 36 the number of months that elapsed
since the initial date of purchase.
7. The employee is not eligible for additional loans
once the employee has reached the maximum loan amount
of $5,000 and has paid off the loan amount.
<PAGE> 20
REVISED January 17, 1994 GAP 66-20
C. Requesting A Personal Computer Loan
This section defines each step included in the personal
computer loan process.
STEP 1: The employee must contact a vendor and obtain
invoice(s) and/or price quotation for the
item(s) that will be purchased prior to
applying for the loan.
STEP 2: The employee completes the Employee Computer
Skills Promotion Program Equipment Approval
form (#707019) (Figure 66-F) requested from
Information Technology (IT), local IT
analyst, Human Resources Coordinator, or
local credit union.
STEP 3: The invoices and Employee Computer Skills
Promotion Program Equipment Approval form are
forwarded to Payroll Accounting for approval.
Payroll Accounting will forward the form to
the Information Technologies Department
(Corporate Office) for approval. Payroll
Accounting will notify the employee if the
Employee Tax Addendum is required. Reference
Section V, B, Employee Tax Addendum.
NOTE: Approval by IT and Payroll Accounting
does not guarantee loan approvals by the credit
unions.
STEP 4: The employee applies for the loan by
contacting the appropriate Company Credit
Union (Figure 66-G).
STEP 5: The employee completes the Authorization and
Direction-Payroll Deduction Personal Computer
Loan/Purchase Program Deduction (form
#706910) (Figure 66-G).
STEP 6: If approved, the credit union will issue a
check payable to both the employee and vendor.
D. Paying Off A Personal Computer Loan
When an employee leaves the Company, the loan must be paid in
full. However, with approval from the Credit Union, a
personal computer loan may continue at the current market
interest rate.
When canceling a PC loan deduction, the Cancellation of
Authorization and Direction - Payroll Deduction Personal
Computer Loan/Purchase Program (form #706911) (Figure 66-H) is
obtained from the Credit Union and completed.
<PAGE> 21
REVISED January 17, 1994 GAP 66-21
VIII. RELOCATION LOAN
A relocation loan is available to assist transferring employees by
providing a temporary loan during the relocation process. Reference
GAP 57, Employee Relocation, for Company policies and guidelines
concerning the Employee Relocation Assistance Program.
A. Eligibility Requirements
The Employee Relocation Loan is available to employees who
meet the requirements as outlined in this section.
1. All requirements of the Employee Relocation
Assistance Program are satisfied as defined in GAP
57, Employee Relocation.
2. The employee is purchasing a residence at the new
work location and closing on the new residence will
occur prior to the closing on the sale of residence
at the old location.
3. The loan request cannot exceed the amount of equity
in the old residence or $9,999, which ever is less.
4. The loan application is completed with the supporting
documentation and approvals.
B. Requesting A Relocation Loan
To request a relocation loan, the employee must request a
promissory note by completing an Application For Non- Interest
Bearing Note (form #700605B)(Figure 66-I). Approval from the
employee's manager at the new location must be obtained on the
note. The note should be forwarded to the Relocation Section
of the Human Resources Organization for processing. The
Relocation Section will obtain approval from the Vice
President-Comptroller & Chief Accounting Officer (or
designee).
In addition to the note, the employee must complete a
Promissory Note Provision (Figure 66-J), Promissory Note &
Agreement-Truth in Lending Disclosure (Figure 66-K) and
Owner(s) Affidavit (Figure 66-L) provided by the Relocation
Section. Once the completed documents are received, a check
will be issued within ten (10) working days.
C. Paying Off A Relocation Loan
If the home is sold by the employee, the loan must be paid in
full within ten (10) days from the date of sale at the old
location or twelve (12) months from the effective date of the
promissory note, whichever occurs first. If the sale of the
home is through PHH Homequity, the loan must be paid in full
immediately upon the sale.
A check must be made payable to "Georgia Power Company" and
forwarded to the Relocation Section of the Human Resources
<PAGE> 22
REVISED January 17, 1994 GAP 66-22
Organization for processing. The Relocation Section forwards
the check to Disbursement Accounting to pay off the loan.
<PAGE> 23
REVISED January 17, 1994 GAP 66-23
IX. EMPLOYEE EQUIPMENT LOAN
The Employee Equipment Loan is available to employees whose jobs
require tools and equipment that are not Company furnished, but which
are required by the employee in the performance of his/her duties
(i.e., safety boots, climber belts, automotive tools, etc.). As a
convenience to the employee, these purchases can be payroll deducted.
Equipment loans are limited to a maximum term of twelve (12) months
and are restricted to a minimum monthly payroll deduction of $20.
The maximum loan amount is $1,500.
A. Requesting An Employee Equipment Loan
To request the Employee Equipment Loan, the employee's
purchase must be documented on the Employee Equipment
Purchases form (#705348B) as illustrated in Figure 66-M. The
form must be completed at the employee's work location with
the original vendor invoice(s) for employees purchases
attached. These invoices must be approved as documented in
GAP 54, Procurement Methods and Payment Approvals. The
appropriate account number will be documented on the form by
Corporate Accounts Receivable. For purchases made on a
blanket purchase order, invoices must be forwarded by the
vendor directly to the employee's work location. The Employee
Equipment Purchases form and the approved vendor invoice(s)
must balance. The form and invoices are forwarded to
Corporate Accounts Receivable for processing. Employee
Equipment Purchases forms received without invoices will be
returned. Payroll Accounting will notify the employee if the
Employee Tax Addendum is required. Reference Section V, B,
Employee Tax Addendum.
B. Paying Off An Employee Equipment Loan
When an employee leaves the Company, the loan must be paid in
full. It is the employee's responsibility to contact Payroll
Accounting for the pay off amount. If the employee is
terminated, Payroll Accounting will deduct the unpaid balance
from the employee's final pay check.
<PAGE> 24
REVISED January 17, 1994 APPX 66-1
APPENDIX I
INSTRUCTIONS FOR ENERGY LOAN AMORTIZATION SCHEDULE
SIGN-ON
Sign onto the Energy Loan Amortization Schedule program from the Southern
Company SNA Network Menu Screen by entering VMSCSA and pressing the ENTER key.
Enter your assigned User ID and password and press ENTER. At the "Ready"
prompt or command line, enter ELOANS and the Employee Energy Loans-Loan
Information Entry screen will display (Figure APPX-A).
GENERAL INFORMATION
The tab key should be used to move to each field. Decimal points must be used
when entering the "Amount Financed" and "Annual Percentage Rate". Only press
ENTER after the Employee Energy Loans-Loan Information Entry screen is
completed.
CALCULATIONS
To calculate the "Finance Charge" and "Amount of Payments" on the Employee
Energy Loan Agreement form, the following information must be entered on the
Employee Energy Loans-Loan Information Entry screen.
- - Enter the loan amount in the "Amount Financed" field
- - Enter the interest rate in the "Annual Percentage Rate" field (e.g., 3.0
is 3%, 4.75 is 4.75%)
- - Enter the number of months the loan will be financed in the "Number of
Payments" field
- - Enter "S" to view an on-line amortization schedule, "W" for a report
file written amortization schedule or "B" for both choices in the
"Write Report File or Both (S, W, B)" field
- - Press ENTER
- - The "Amount of Payments" and "Finance Charge" amounts will display on the
screen
If "S" or "B" was entered for the report option, a message will appear to press
the PF5 key to view the amortization schedule. Additional PF keys and
correction messages will appear, as needed, at the bottom of the screen.
<PAGE> 25
REVISED January 17, 1994 APPX 66-2
PRINTING
For Windows users, once the amortization schedule is displayed for viewing,
printing is available through the "File" option at the top of the screen.
Printing is accomplished by placing the cursor on "File" and clicking the
mouse. The system displays a menu with various options. Select the "Print"
option. Next select the "Print Screen" option. For locations without Windows,
to print a copy of the amortization schedule that appears on the screen, press
the "PRINT SCREEN" key on the terminal.
To print a report file, contact your Information Technologies analyst to route
the ELOANS LISTING file to your local printer.
SIGN-OFF
To end the Energy Loan Amortization Schedule program press PF3. To sign-off VM
enter LOGOFF.
<PAGE> 26
Corporate Guideline
SUBJECT NUMBER
3.10
COMPUTER LITERACY PROMOTION PROGRAM ISSUE REVISION
07-01-82 09-07-93
PAGE
1 OF 3
This guideline outlines the Computer Literacy Promotion Program which
encourages computer literacy among the employees of Mississippi Power Company
(MPC). The purpose of this program is to create opportunities for the
development of computer skills and knowledge in the home environment which may
be applied to the employee's work environment, thereby increasing the
efficiency and effectiveness of the employee in the workplace.
I. ELIGIBILITY REQUIREMENTS FOR PARTICIPATION
All regular full-time and regular part-time employees of MPC with at
least six months of service are eligible to participate in the program.
II. PROGRAM FINANCING
To encourage computer literacy among employees, the Company makes
interest free loans available to eligible employees for the purpose of
purchasing personal computers for home use. The interest free loans may
be used to purchase personal computer hardware, software and
instructional materials.
III. ELIGIBLE HARDWARE, SOFTWARE, AND INSTRUCTION MATERIALS
Eligible employees may use interest free loans to purchase any hardware
or software from any manufacturer or retail outlet except hardware or
software that is primarily designed for entertainment, i.e., games,
children's software.
IV. LOAN APPLICATION PROCEDURE
Eligible employees secure an application from the office of the Vice
President - Finance. The application is completed, an invoice from the
manufacturer or retail outlet listing hardware and software to be
purchased, including prices for each, is attached, and the application
and invoice are returned to the office of the Vice President - Finance.
If the loan is approved, an Installment Promissory Note is completed
and a check made payable to both the employee and manufacturer or retail
outlet is forwarded to the employee.
V. LOAN MAXIMUM, MINIMUM, AND REPAYMENT PROCEDURES
A. Initial Loan
The maximum loan amount under the program is $4,000; the
minimum loan amount is $250. Loans are repaid through payroll
deduction with a minimum payment of $25 per month. The maximum
number of months over which the loan may be repaid is 36. The
payroll deduction occurs on the second pay period of each month.
<PAGE> 27
Corporate Guideline
SUBJECT NUMBER
3.10
COMPUTER LITERACY PROMOTION PROGRAM ISSUE REVISION
07-01-82 09-07-93
PAGE
2 of 3
B. Additional Loans
An employee may finance the purchase of more hardware
or software after the initial loan has been processed by
securing an additional loan under the same terms as an initial
loan. The total amount of the initial loan and the additional
loan cannot exceed $4,000. An additional loan may not be
secured for the purpose of purchasing an additional computer
(CPU), but only for adding hardware or software to an existing
system.
C. Subsequent Loans
Upon repayment of any existing loan(s) granted under this
program, the employee is eligible to apply for a new loan
for the purpose of replacing outdated or inadequate equipment
under the same terms as an initial loan.
VI. RESTRICTIONS
There is no limit as to the number of times an employee may
participate in the program, as long as the equipment is purchased
for use at the residence of the employee. MPC Information
Resources Department personnel are not available for answering
questions or solving programming or operational problems unless
job related. MPC does not recommend hardware or software to be
purchased or recommend brand names. However, MPC will advise
employees as to types of hardware being purchased by the Company.
<PAGE> 28
Corporate Guideline
SUBJECT NUMBER
3.10
COMPUTER LITERACY PROMOTION PROGRAM ISSUE REVISION
07-01-82 09-07-93
PAGE
3 of 3
VII. EMPLOYEE TERMINATION PRIOR TO LOAN REPAYMENT
The entire indebtedness of the Installment Promissory Note is
due and collectible upon termination of active service. However, an
employee terminating active service prior to repayment of the
Installment Promissory Note may request renegotiation of the terms of
the original agreement, which, if approved by the Vice President -
Finance, allows for continued installment payments. Renegotiation of
the Installment Promissory Note and rate of interest to be computed
on the remaining balance are at the sole discretion of the Vice
President - Finance. Requests for renegotiation are directed to the
office of the Vice President - Finance.
/s/ Thomas A. Fanning
Vice President - Finance
<PAGE> 29
Corporate Guideline
SUBJECT NUMBER
3.12
EMPLOYEE DISASTER AND HARDSHIP ASSISTANCE ISSUE REVISION
PLAN 07-01-87 07-01-93
PAGE
1 of 5
This guideline outlines financial assistance available to employees for repair
and restoration of tangible personal property and, in certain instances, for
restoration or repair of real property improvements damaged, lost, or destroyed
as a result of a condition deemed to be a disaster by the President of the
Company. This plan is supplementary to insurance recovery.
I. DEFINITION OF DISASTER
A disaster is a relatively sudden event causing considerable damage,
loss or destruction to tangible personal property and/or real property
improvements and an event deemed to be a disaster by the President of the
Company.
An extreme financial hardship exists when sickness or injury of an
employee or sickness, injury or death of a family member of an employee
creates an urgent need for financial assistance that cannot otherwise
be met through conventional means of credit and is deemed an extreme
financial hardship by the President of the Company.
II. TYPES OF ASSISTANCE AVAILABLE
A. Phase One Disaster Assistance Loans
Interest-free loans, as described herein, are offered for the
purpose of repairing or replacing household furniture,
furnishings, and appliances necessary for resumption of normal
household activities in the employee's primary residence.
B. Phase Two Disaster Assistance Loans
Interest-free loans, as described herein, are offered for the
purpose of assisting employees in repairing or restoring real
property improvements to a primary residence owned by the
employee or by the employee jointly with spouse or other
immediate family member.
C. Financial Hardship Assistance Loans
Interest-free loans, as described herein, are offered for the
purpose of assisting employees in meeting financial needs in
extreme financial hardship situations resulting from sickness,
injury or death.
III. ELIGIBILITY
<PAGE> 30
Corporate Guideline
SUBJECT NUMBER
3.12
EMPLOYEE DISASTER AND HARDSHIP ASSISTANCE ISSUE REVISION
PLAN 07-01-87 07-01-93
PAGE
2 of 5
A. Phase One Disaster Assistance Loans
Eligibility for Phase One Disaster Assistance loans is limited
to regular full-time employees who have suffered loss or major
damage of household furniture, furnishings and appliances. These
interest-free loans are for replacement or restoration in the
amounts specified in this guideline.
B. Phase Two Disaster Assistance Loans
Eligibility for Phase Two loans is limited to regular full-time
employees who have suffered loss of real property improvements
used for or in connection with a dwelling, or substantial damage
thereto, to the extent that they are not habitable, provided that
on the date of the disaster, the dwelling was owned and occupied
on that date by the employee and his or her family as the
principal dwelling. These interest-free loans are for repairing
or restoring such real property improvements, so that the
dwelling becomes habitable in accordance with provisions, and
subject to limitations hereinafter stated.
C. Financial Hardship Assistance Loans
Eligibility for Financial Hardship Assistance loans is limited
to regular full-time employees who are in need of financial
assistance as a result of an extreme financial hardship.
IV. AMOUNT, TERMS AND CONDITIONS OF LOANS
A. Phase One Disaster Assistance Loans
Eligible employees may obtain Phase One Disaster Assistance
loans in an amount not greater than $5,000 to be repaid in equal
monthly installments by payroll deduction in an amount not less
than five percent of the employee's monthly salary. It is
expected that employees will, except in exceptional circumstances,
apply the proceeds of any insurance recovery, with respect to
Phase One types of property, when received, to the reduction of
the balance due on Phase One loans.
B. Phase Two Disaster Assistance Loans
Eligible employees may obtain Phase Two loans in an amount not
greater than the lesser of one year's annual straight time salary
or $20,000, provided the combination of loans
<PAGE> 31
Corporate Guideline
SUBJECT NUMBER
3.12
EMPLOYEE DISASTER AND HARDSHIP ASSISTANCE ISSUE REVISION
PLAN 07-01-87 07-01-93
PAGE
3 of 5
under Phases One and Two do not exceed $20,000, subject
to the following:
1. A loan is not greater than the amount that the employee's
loss or damage exceeds the amount of insurance recovery
on the affected premises. The degree of restoration of
improvements does not exceed the approximate size and
quality as of the date of the disaster.
2. Loans made under Phase Two (including loans combined under
Phases ne and Two) are repaid in monthly installments
by means of a payroll deduction in an amount not less than
five percent of the monthly salary before other authorized
or required deductions. However, the maximum payment
period for a Phase II loan is ten years.
3. For Phase Two loans, the employee furnishes an estimate of
the cost, prepared by a reliable contractor or
supplier, for repairing or restoring the damaged or
destroyed structure to its approximate size or quality as
of the date of the disaster, taking into account the
benefit of salvage wherever possible, together with proof
of the amount of any insurance recovery available to the
employee.
4. In event of the employee's sale of the real property for
which a Phase Two loan has been made, the Vice
President-Finance may declare the balance of the loan then
payable, in which event the balance will be payable by the
employee forthwith.
C. Application for Disaster Assistance loans under Phases One and
Two must be made within three months of the date of the disaster
or at such time as may be determined by the Vice President -
Finance.
D. An employee may apply for a Phase One Disaster Assistance loan,
and thereafter within the time limit of availability and subject
to the provisions of Section III.B of this guideline, for a Phase
Two loan, in which event both loans will be combined into a Phase
Two loan.
E. Inspection of the damaged contents and/or dwelling may be made by
a Company representative prior to approval of the loan.
<PAGE> 32
Corporate Guideline
SUBJECT NUMBER
3.12
EMPLOYEE DISASTER AND HARDSHIP ASSISTANCE ISSUE REVISION
PLAN 07-01-87 07-01-93
PAGE
4 of 5
F. If loans granted under Phase One or Two are not used for the
purposes stated in the application, the entire amount of such
loan or loans will become immediately due and payable.
G. Eligible employees may obtain a Financial Hardship Assistance
loan in an amount not greater than $10,000 to be repaid in
equal monthly installments by payroll deduction in an amount not
less than five percent of the employee's monthly salary.
V. ADMINISTRATION
This program is administered by the Vice President-Finance.
Loans are issued only as a result of a condition or event deemed to be
a disaster or an extreme financial hardship by the President of the
Company. From time to time, an assessment of the program will be made
by executive management to determine whether or not the program, or
certain features of the program, will be continued.
VI. APPLICATIONS FOR LOANS
To apply for assistance, an application is completed on a form
supplied by the Finance Department, attaching such data and information
as the Vice President-Finance may prescribe. Subject to approval of an
application by the Vice President-Finance, or, in cases of Financial
Hardship Assistance, approval by the President, the employee executes
an Installment Promissory Note and Payroll Deduction Authorization.
VII. EMPLOYEE TERMINATION PRIOR TO LOAN REPAYMENT
The entire indebtedness of the Installment Promissory Note is
due and collectible upon termination of active service. However, an
employee terminating active service prior to repayment of the
Installment Promissory Note may request renegotiation of the terms of
the original agreement, which, if approved by the Vice
President-Finance, would allow for continued installment payments.
Renegotiation of the Installment Promissory Note and rate of interest
to be computed on the remaining balance are at the sole discretion of
the Vice President-Finance.
VIII. RESPONSIBILITY
The Vice President-Finance has sole discretion with respect to
the amount of a loan to be granted in the event circumstances or facts
indicate that the amount specified in an application
<PAGE> 33
Corporate Guideline
SUBJECT NUMBER
3.12
EMPLOYEE DISASTER AND HARDSHIP ASSISTANCE ISSUE REVISION
PLAN 07-01-87 07-01-93
PAGE
5 of 5
should be reduced below the amount to which the employee,
absent such facts or circumstances, might otherwise be entitled.
Nothing in this guideline shall be construed as or shall
operate as a commitment or obligation upon either the Company or the
employee, with respect to tenure of employment.
Loan Application, Installment Promissory Note, and Payroll
Deduction Authorization forms may be requested from the office of the
Vice President-Finance, General Office, Gulfport.
/s/ David M. Ratcliffe
President
<PAGE> 34
Corporate Guideline
SUBJECT NUMBER
6.1
EMPLOYEE ENERGY ISSUE REVISION
10-01-81 06-01-93
EFFICIENT HOME IMPROVEMENTS PAGE
1 of 5
This guideline sets forth eligibility requirements and provides specific
procedures to be followed in financing employee energy efficient home
improvements in existing homes.
I. DESCRIPTION OF IMPROVEMENTS
The Company finances for employees, through payroll deduction, approved
energy efficient home improvements in existing homes. Improvements
include complete heat pump installations or replacements, and energy
conservation measures such as insulation, attic ventilation, shading
devices, storm windows, insulated doors, and other improvements approved
by the General Office Residential Marketing Department.
This program is for financing of energy efficient home improvements in
existing homes only and is not intended for financing of energy
conservation measures in new construction.
II. ELIGIBILITY
To be eligible, an employee must be in a regular, full-time status with
at least one year of continuous service and must own or be purchasing
his/her home. Retired employees, legal counsel and members of the Board
of Directors are also eligible for this financing. Homes include mobile
homes if located on land owned or being purchased by the employee, but
secondary residences such as recreational homes are excluded. The
structure must be the primary residence of the employee to qualify. If
the principal amount to be financed exceeds $4,000, the Vice
President-Finance requires completion, at the Company's expense, of a
current credit report.
Also, a title search certificate or opinion may be required for
completion by Company general or district counsel, at the Company's
expense, in order to confirm clear title of the property and to disclose
the number of current liens on the property. Approval of financing may
be predicated upon a satisfactory credit status and a satisfactory title
search certificate or opinion.
III. APPROVAL PROCESS
A. Tentative Approval
1. The individual first secures tentative approval of
financing from the immediate supervisor or
responsible manager. Tentative approval signifies there
are no known reasons why the employee should not be
considered a candidate for a loan.
<PAGE> 35
Corporate Guideline
SUBJECT NUMBER
6.1
EMPLOYEE ENERGY ISSUE REVISION
10-01-81 06-01-93
EFFICIENT HOME IMPROVEMENTS PAGE
2 of 5
2. Eligible individuals then consult with the appropriate
district Marketing Department representative to
determine the most feasible improvements for efficient
operation and lowest possible energy use, complying as
nearly as possible with the Company's "Good Cents Home"
standards. A computer home energy analysis can be used as
an aid in determining these improvements.
3. For a complete installation, including all labor and
materials, through one dealer or contractor, the
individual obtains a bid price for the improvements.
4. If the individual wishes to purchase his/her own material
and either subcontract or furnish the necessary labor,
he/she obtains price quotes from suppliers and/or
subcontractors for the material and labor to be purchased.
5. Upon receipt of bids, plans, and specifications from
dealers, the individual delivers them to the
appropriate district Marketing Department representative
for review and use in completion of the Employee
Application for Energy Efficient Home Improvement Loan,
Form 687.
6. If the principal amount to be financed exceeds $4,000, the
appropriate district Marketing Department representative
obtains a current credit report.
B. Application for Improvement Loan
1. The employee submits the application, with accompanying
bids, plans, and specifications from contractors, to
the immediate supervisor or responsible manager for
approval. Retirees, legal counsel and members of the Board
of Directors submit their applications, with accompanying
documents, to the Vice President - Finance for approval.
2. For loans exceeding $4,000, a credit report, approved by
the appropriate District Accounting Supervisor or
his/her designee, is secured.
3. Upon approval of the loan application and credit report,
the employee is notified by the Residential Marketing
Department to proceed with dealer negotiations.
C. Promissory Note, Deed of Trust, and Right to Rescind Forms
<PAGE> 36
Corporate Guideline
SUBJECT NUMBER
6.1
EMPLOYEE ENERGY ISSUE REVISION
10-01-81 06-01-93
EFFICIENT HOME IMPROVEMENTS PAGE
3 of 5
1. Upon satisfactory completion of all work and receipt of
the applicable invoice(s), the employee or retiree executes an
Installment Promissory Note (without accompanying Deed of Trust),
Form 614. Legal counsel or a member of the Board of Directors
executes a Heat Pump Installment Contract, Form 648, and
Additional Terms and Conditions, Form 647.
NOTE: If the principal amount to be financed exceeds
$4000, Form 614 is replaced by Installment
Promissory Note (with accompanying Deed of Trust),
Form 615, and Deed of Trust, Form 616. The Deed of
Trust on the residence is executed by the employee and
spouse, if applicable.10
2. A Right to Rescind disclosure statement pursuant to the
Federal Truth in Lending Act is also completed on each
transaction to indicate that the individual has been apprised of
his/her cancellation rights.
3. The invoice or invoices, Installment Promissory Note (Form
614 or 615, as applicable), or Heat Pump Installment Contract,
Form 648, Deed of Trust, Form 616, if required, and a copy of
the Right to Rescind disclosure statement are submitted to the
immediate supervisor or responsible manager or the Vice
President - Finance (for retirees, legal counsel or members of
the Board of Directors) for his/her approval for payment by the
Company on all invoices.
D. Final Approval and Processing of Payment
1. The district Marketing Department forwards all documents
to the Vice President - Finance following approval by the
immediate supervisor or responsible manager for review of
procedure compliance.
2. For employees, the Vice President - Finance forwards the
Installment Promissory Note to the Payroll Department to establish
payroll deduction of monthly installments. For members of the
Board of Directors or legal counsel, the Heat Pump Installment
Contract is forwarded to Revenue Accounting to initiate monthly
billing. The Vice President - Finance also forwards the
Miscellaneous Payment Request to Disbursement Accounting for
processing, and forwards the Deed of Trust (if applicable) to
the General Office Marketing Department for filing with the
Chancery Clerk's office in the county involved.
<PAGE> 37
Corporate Guideline
SUBJECT NUMBER
6.1
EMPLOYEE ENERGY ISSUE REVISION
10-01-81 06-01-93
EFFICIENT HOME IMPROVEMENTS PAGE
4 of 5
3. A check payable to the individual is issued in the amount
agreed upon and is forwarded to the employee.
IV. TERMS AND MATURITIES
A. No down payment is required.
B. Interest charges of 3 percent per year are added to the unpaid
balance of the loan.
C. To retire the loan, monthly payments are deducted from the
employee's paycheck in accordance with the terms of the
Installment Promissory Note.
D. A maximum repayment period of ten years is allowed, provided no
monthly payment is less than $30.00.
E. The maximum principal amount that may be loaned to an employee
must be under $10,000.
F. The entire indebtedness of the Installment Promissory Note is due
and collectible if the employee (1) terminates his/her employment
with the Company; (2) ceases to reside at the house wherein the
energy efficient improvements occurred; or (3) becomes in default.
V. EMPLOYEE TERMINATION PRIOR TO LOAN REPAYMENT
The entire indebtedness of the Installment Promissory Note is due and
collectible upon termination of active service. However, an employee
terminating active service prior to repayment of the Installment Promissory
Note may request renegotiation of the terms of the original agreement,
which, if approved by the Vice President-Finance, would allow for continued
installment payments. Renegotiation of the Installment Promissory Note and
rate of interest to be computed on the remaining balance are at the sole
discretion of the Vice President-Finance. Requests for renegotiation are
directed to the Office of the Vice President-Finance.
<PAGE> 38
Corporate Guideline
SUBJECT NUMBER
6.1
EMPLOYEE ENERGY ISSUE REVISION
10-01-81 06-01-93
EFFICIENT HOME IMPROVEMENTS PAGE
5 of 5
VI. RESPONSIBILITY
The Director - Marketing/Sales and the Vice President-Finance are
responsible for ensuring compliance with this procedure.
/s/ Thomas A. Fanning
Vice President-Finance
<PAGE> 1
EXHIBIT F
SOUTHERN COMPANY SERVICES, INC.
SCHEDULE V - UTILITY PLANT, INCLUDING INTANGIBLES
(STATED IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
Column F Column F Column F Column F
- -----------------------------------------------------------------------------------
Balance at Balance at Balance at Balance at
End of End of End of End of
Classification 1990 1991 1992 1993
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ELECTRIC PLANT-IN-SERVICE:
General Plant:
Transportation $ 23,161 $ 27,873 $ 32,769 $ 32,081
Other 232,446 232,582 243,595 249,331
Construction Work in
Progress - 7,902 13,385 13,248
- -----------------------------------------------------------------------------------
TOTAL UTILITY PLANT $255,607 $268,357 $289,749 $294,660
===================================================================================
</TABLE>
Total additions and total retirements for 1992 and 1993, as summarized below,
were each less than 10% of the total balances as of the respective year-ends.
There were no additions to individual accounts in excess of two percent of
total assets other than transfers from Construction Work in Progress.
Additions for 1991 were greater than 10% of the year-end balance and,
consequently, 1991 is reported in full detail on the following page.
<TABLE>
<CAPTION>
1991 1992 1993
-----------------------------------
<S> <C> <C> <C>
Gross Property Additions $30,279 $28,017 $21,975
Retirements 14,864 5,872 15,649
Other Changes (2,665) (753) (1,415)
</TABLE>
<PAGE> 2
SOUTHERN COMPANY SERVICES, INC.
SCHEDULE V - UTILITY PLANT, INCLUDING INTANGIBLES
FOR THE YEAR ENDED DECEMBER 31, 1991
(STATED IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
Balance at Balance at
Beginning Additions Other End of
Classification of Period at Cost Retirements Changes Period
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ELECTRIC PLANT-IN-SERVICE:
General Plant:
Transportation $ 23,161 $ 5,969 $ 1,219 $ (38) $ 27,873
Other 232,446 16,408 13,645 (2,627) 232,582
Construction Work in
Progress - 7,902 - - 7,902
- ------------------------------------------------------------------------------------------------
TOTAL UTILITY PLANT $255,607 $30,279 $14,864 $(2,665) $268,357
================================================================================================
</TABLE>
<PAGE> 3
SOUTHERN COMPANY SERVICES, INC.
SCHEDULE VI--ACCUMULATED PROVISION FOR DEPRECIATION OF UTILITY PLANT
FOR THE YEAR ENDED DECEMBER 31, 1993
(STATED IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
Additions Deductions
----------------------------------------- ------------------------------------
Balance at Retirements, Balance at
Beginning of Operating Other Salvage Renewals and Removal Other End of
Classification Period Expenses Accounts Recoveries Retirement Cost Changes Period
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
General Plant $ 10,748 $ - $ 1,743 $ - $ 3,730 $ - $ (38) $ 8,799
Transportation 138,607 - 17,828 - 9,417 - - 147,018
Other
- ----------------------------------------------------------------------------------------------------------------------------------
Total Electric
Plant $149,355 $ - $19,571 $ - $13,147 $ - $ (38) $155,817
==================================================================================================================================
</TABLE>
<PAGE> 1
EXHIBIT H
SEI UMBRELLA COMPANIES
DIRECT SUBS UNDER THE SOUTHERN COMPANY APPEAR IN CAPITAL LETTERS
THE SOUTHERN COMPANY
SOUTHERN ELECTRIC BAHAMAS HOLDINGS, LTD
|
|
Southern Electric Bahamas, Ltd
|
|
Freeport Power Company Limited
<TABLE>
<S> <C> <C>
SOUTHERN ELECTRIC INTERNATIONAL, INC. SEI HOLDINGS, INC.
| | | |
| | | |
SEI Operadora de Argentina, S.A. | |
| |
| |
Asociados de Electricidad, S.A. |
| |
| |
SEI y Asociados de Argentina, S.A.
|
|
Hidroelectrica Alicura, S.A.
SEI HOLDINGS III, INC.
|
|
SEI Chile, S.A.
|
|
Empresa Electrcia del Norte Grande, S.A. (Edelnor)
</TABLE>
Page 1
<PAGE> 2
<TABLE>
<S> <C> <C> <C> <C>
SEI HOLDINGS IV, INC.
| | | |
| | | |
Tesro Holding, B.V. SEI Bahamas Piedra del SEI Bahamas Inversores de
Aguilla Electricity, Inc. Piedra del Electricidad, S.A.
Aguilla, Inc. |
| |
| |
SEI Inversora, S.A.
SOUTHERN ELECTRIC WHOLESALE GENERATORS, INC.
| | |
| | |
Birchwood Development Corp. SEI Birchwood, Inc. SEI Hawaiian Cogenerators, Inc.
| | |
| | |
Birchwood Power Partners, Limited Partnership Kalaeloa Partners, Limited Partnership
</TABLE>
Page 2
