File No. 70-8421
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C 20549
Amendment No. 2 to
FORM U-1
APPLICATION OR DECLARATION
under
The Public Utility Holding Company Act of 1935
THE SOUTHERN COMPANY
64 Perimeter Center East
Atlanta, Georgia 30346
(Name of company or companies filing this statement
and addresses of principal executive offices)
THE SOUTHERN COMPANY
(Name of top registered holding company parent
of each applicant or declarant)
Tommy Chisholm, Secretary
The Southern Company
64 Perimeter Center East
Atlanta, Georgia 30346
(Names and addresses of agents for service)
The Commission is requested to mail signed copies of all
orders, notices and communications to:
W. L. Westbrook John F. Young
Financial Vice President Vice President
The Southern Company Southern Company Services, Inc.
64 Perimeter Center East One Wall Street, 42nd Floor
Atlanta, Georgia 30346 New York, New York 10005
John D. McLanahan
Troutman Sanders
600 Peachtree Street, N.E.
Suite 5200
Atlanta, Georgia 30308-2216
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INFORMATION REQUIRED
Item 6. Exhibits and Financial Statements.
(a) Exhibit:
A - Form of Promissory Note to be issued by
Project Parent to Southern.
F - Opinion of Troutman Sanders.
SIGNATURE
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned company has duly
caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: August 2, 1994 THE SOUTHERN COMPANY
By: /s/Tommy Chisholm
Tommy Chisholm, Secretary
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Exhibit A
PROMISSORY NOTE
$___________ Dated: _________
FOR VALUE RECEIVED, the undersigned, (PROJECT PARENT), a
__________ corporation ("Maker"), promises to pay to THE SOUTHERN
COMPANY, a Delaware corporation (hereinafter referred to, together
with any subsequent holder or transferee hereof, as "Holder"), the
principal sum of ____________________ and No/100 Dollars
($___________) (the "Principal") together with interest on so much
thereof as from time to time shall be outstanding and unpaid,
accruing on and after the date hereof at the prime lending rate as
in effect at _______________________, expressed in simple interest
terms and computed on a three hundred sixty-five (365) day year.
Principal and interest accrued thereon shall be due and payable on
___________________.
Maker shall be entitled, at any time and from time to time,
without the consent of Holder and without paying any penalty or
premium therefor, to prepay all or any portion or portions of the
outstanding Principal and accrued interest thereon.
No delay or omission on the part of Holder in exercising any
right hereunder shall operate as a waiver of such right or any
other right under this Note. A waiver of any right or remedy on
any one occasion shall not be construed as a bar to or waiver of
any right or remedy on any future occasion.
Maker hereby waives presentment, demand for payment, notice
or dishonor and all other notices or demands in connection with
the delivery, acceptance, performance, default or endorsement of
this Note.
IN WITNESS WHEREOF, the undersigned has caused its duly
authorized representative to execute this Note to be effective as
of the day and year first above written.
"Maker"
(PROJECT PARENT)
By: ____________________________________
Title:
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Exhibit F
TROUTMAN SANDERS
600 PEACHTREE STREET - SUITE 5200
ATLANTA, GEORGIA 30308
404-885-3000
August 2, 1994
Securities and Exchange Commission
Washington, D.C. 20549
Re: The Southern Company - Form U-1 Application or
Declaration (File No. 70-8421)
Ladies and Gentlemen:
We are familiar with the statement on Form U-1 referred to
above, as amended, and are furnishing this opinion with respect
to the transactions proposed therein, which include (i) the
acquisition by The Southern Company, a Delaware corporation
("Southern"), of the securities of one or more new subsidiaries
(referred to as "Project Parents") organized exclusively for the
purpose of acquiring and holding the securities of one or more
"foreign utility companies" and "exempt wholesale generators," as
those terms are defined under the Public Utility Holding Company
Act of 1935 ("Act"), and (ii) the issuance by such Project
Parents of debt and equity securities to Southern and third
parties, the proceeds of which are to applied to investments in
"foreign utility companies" and "exempt wholesale generators,"
subject, in each case, to the limitations, restrictions and
conditions described in said statement on Form U-1, as amended.
We are of the opinion that Southern is, and, upon the
incorporation thereof, each Project Parent will be, a validly
organized and duly existing corporation under the laws of the
state or foreign jurisdiction in which each such company is
organized, and that, upon the issuance of your order or orders
herein, and in the event that the proposed transactions are
consummated in accordance with such statement on Form U-1 and
your order or orders:
(a) all state laws and laws of foreign jurisdictions
applicable to the proposed transactions will have been
complied with;
(b) when certificates for the capital shares (or the
equivalent thereof under applicable foreign law) of any
Project Parent have been executed by such Project Parent,
countersigned and registered by the transfer agent and
registrar and delivered for a consideration in cash equal to
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Securities and Exchange Commission
August 2, 1994
Page 2
or greater than the par value (if any) of such capital
shares in accordance with resolutions duly adopted by the
board of directors of such Project Parent, such capital
shares will be validly issued, fully paid and nonassessable
shares of such Project Parent, and the holders thereof will
be entitled to the rights and privileges appertaining
thereto set forth in the organizational instruments defining
such rights and privileges;
(c) the promissory notes issued by any Project Parent
will be valid and binding obligations of such Project Parent
in accordance with the terms thereof and any guaranty
thereof by Southern will be a valid and binding obligation
of Southern; and
(d) the consummation of the transactions described
above and of the other transactions described in the
Application or Declaration, as amended, will not violate the
legal rights of the holders of any securities issued by
Southern or any associate company thereof.
We hereby consent to the use of this opinion in connection
with the filing of such statement on Form U-1.
Very truly yours,
/s/Troutman Sanders
Troutman Sanders
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