File No. 70-8309
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Amendment No. 3
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 the above agents for service and
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, Esq.
Troutman Sanders
600 Peachtree Street, N.E.
Suite 5200
Atlanta, Georgia 30308-2216
<PAGE>
Item 1. Description of Proposed Transactions.
Item 1 is hereby amended by deleting Item 1.7 in its entirety and
substituting the following revised Item 1.7 therefor:
1.7 Compliance with Rule 53. Under Rule 53(a), the
Commission shall not make certain specified findings under
Sections 7 and 12 in connection with a proposal by a holding
company to issue securities for the purpose of acquiring the
securities of or other interest in an "exempt wholesale
generator," or to guarantee the securities of an "exempt
wholesale generator," if each of the conditions in paragraphs
(a)(1) through (a)(4) thereof are met, provided that none of the
conditions specified in paragraphs (b)(1) through (b)(3) of
Rule 53 exists. In that regard, Southern states that, giving
effect to the use of up to $500 million of proceeds of the
borrowings and/or commercial paper sales herein requested to
acquire the securities or other interests in one or more "exempt
wholesale generators," all of the conditions set forth in Rule
53(a) are and will be satisfied and none of the conditions set
forth in Rule 53(b) exists or, as a result thereof, will exist.
Rule 53(a)(1): Assuming the full utilization of $500
million of proceeds of the new borrowings and/or commercial paper
sales to make investments in "exempt wholesale generators" and
"foreign utility companies," Southern's "aggregate investment" in
such entities will equal approximately 29.03% of "consolidated
retained earnings," as defined in Rule 53(a)(1)(ii), of Southern,
determined as follows: At December 31, 1993, Southern had
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invested, directly or indirectly, an aggregate of $333.98 million
in "exempt wholesale generators" and "foreign utility
companies."1 The average of the consolidated retained earnings
of Southern reported on Form 8-K or Form 10-Q, as applicable, for
the four consecutive quarters ended December 31, 1993, is $2.873
billion. Southern's "aggregate investment," on a pro forma
basis, expressed as a percentage of "consolidated retained
earnings," is approximately 29.03% ($333.98 million + $500
million divided by $2.873 billion).
Rule 53(a)(2): Southern maintains books and records
enabling it to identify investments in and earnings from each
"exempt wholesale generator" and "foreign utility company" in
which it directly or indirectly holds an interest. In addition,
each domestic "exempt wholesale generator" in which Southern
holds an interest maintains its books and records and prepares
its financial statements in conformity with U.S. generally
accepted accounting principles ("GAAP"). The books and records
and financial statements of each "foreign utility company" in
which Southern holds an interest (including those that are
"majority-owned subsidiaries" and those that are not) are
maintained and prepared in conformity with GAAP. All of such
1 These investments were in companies or partnerships that
are "exempt wholesale generators," as defined in Section 32,
operating or constructing facilities in Hawaii and Virginia, and
in "foreign utility companies," as defined in Section 33,
operating in The Grand Bahamas, Chile and Argentina.
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books and records and financial statements will be made available
to the Commission, in English, upon request.
Rule 53(a)(3): No more than 2% of the employees of
Southern's operating utility subsidiaries will, at any one time,
directly or indirectly, render services to "exempt wholesale
generators" and "foreign utility companies." Based on current
staffing levels of Southern's domestic operating utility
subsidiaries (such companies currently employ, in the aggregate,
approximately 27,000 salaried and hourly employees), no more than
540 employees of these companies, in the aggregate, determined on
a full-time-equivalent basis, will be utilized at any one time in
rendering services directly or indirectly to "exempt wholesale
generators" and "foreign utility companies." In a separate
proceeding (File No. 70-7932) certain of Southern's subsidiaries
are requesting authority to render services to "exempt wholesale
generators" and "foreign utility companies," as required by Rule
53(a).
Rule 53(a)(4): Southern is simultaneously submitting a
copy of this Application or Declaration, and will submit copies
of any Rule 24 certificates required hereunder, as well as a copy
of Southern's Form U5S (commencing with the Form U5S to be filed
for calendar year 1993), to the Federal Energy Regulatory
Commission and to each of the public service commissions having
jurisdiction over the retail rates of Southern's operating
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utility subsidiaries.
In addition, Southern states that the provisions of
Rule 53(a) are not made inapplicable to the authorization herein
requested by reason of the provisions of Rule 53(b).
Rule 53(b)(1): Neither Southern nor any subsidiary of
Southern is the subject of any pending bankruptcy or similar
proceeding.
Rule 53(b)(2): Southern's average consolidated
retained earnings for the four most recent quarterly periods
($2.873 billion) represented an increase of approximately $247
million in the average consolidated retained earnings for the
previous four quarterly periods ($2.626 billion).
Rule 53(b)(3): For the year ended December 31, 1993,
aggregate losses attributable to Southern's direct or indirect
investments in "exempt wholesale generators" and "foreign utility
companies" ($2.13 million) represented less than one-tenth of 1%
of consolidated retained earnings ($2.968 billion).
Item 6. Exhibits and Financial Statements.
(a) Exhibits
G - Estimated sources of funds for the years
1994, 1995 and for the three months
ended March 31, 1996 (Revised).
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SIGNATURE
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned company has duly
caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: March 11, 1994 THE SOUTHERN COMPANY
By /s/Tommy Chisholm
Tommy Chisholm
Secretary
<PAGE>
THE SOUTHERN COMPANY Exhibit G
Statements of Cash Flows
Estimated for the Years 1994, 1995, and 1996
<TABLE>
<CAPTION>
Year Year Year
1994 1995 1996
(Millions of Dollars)
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Dividends to Southern from Subsidiaries $791 $814 $823
Other Retained Earnings, Working Capital Changes, 50 2 40
Net Cash Provided from Operating Activities 841 816 863
INVESTING ACTIVITIES:
Proposed Capital Contributions to Subsidiaries (1)(2) (250) (300) (150)
FINANCING ACTIVITIES:
Sales of Common Stock (1) 297 265 76
Change in Interim Obligations (1) (222) 0 0
Payment of Common Stock Dividends (768) (781) (789)
Net Cash Used for Financing Activities (693) (516) (713)
Net Change in Cash & Temporary Cash Investments (102) 0 0
Cash & Temporary Cash Investments
at Beginning of Period 102 0 0
Cash & Temporary Cash Investments
at End of Period 0 0 0
</TABLE>
(1) The amount and mix of debt and equity capital required each year will be
contingent upon investment opportunities.
(2) Capital contributions to Operating Company Subsidiaries will be the
subject of subsequent application on Form U-1. Investments in other
subsidiaries are the subject of Form U-1 File Nos. 70-7932, 70-8147,
70-8173, 70-8203 and 70-8233.
02/28/94
