SOUTHERN CO
U-1/A, 1994-12-30
ELECTRIC SERVICES
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                                                 File No. 70-7932
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                        AMENDMENT NO. 6 to

              APPLICATION OR DECLARATION on FORM U-1

                              under

          The Public Utility Holding Company Act of 1935
          
     THE SOUTHERN COMPANY              SOUTHERN ELECTRIC
   64 Perimeter Center East           INTERNATIONAL, INC.
    Atlanta, Georgia  30346      900 Ashwood Parkway, Suite 500
                                     Atlanta, Georgia 30338

     ALABAMA POWER COMPANY         MISSISSIPPI POWER COMPANY
   600 Piedmont Avenue, N.E.            2992 West Beach
    Atlanta, Georgia  30308       Gulfport, Mississippi  39501
     GEORGIA POWER COMPANY             GULF POWER COMPANY
   333 Piedmont Avenue, N.E.          500 Bayfront Parkway
    Atlanta, Georgia  30308        Pensacola, Florida  32501

 SAVANNAH ELECTRIC AND POWER    SOUTHERN COMPANY SERVICES, INC.
            COMPANY                 64 Perimeter Center East
      600 Bay Street East           Atlanta, Georgia  30346
   Savannah, Georgia  31401

                SOUTHERN NUCLEAR OPERATING COMPANY
                   42 Inverness Center Parkway
                    Birmingham, Alabama  36242
       (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              Thomas G. Boren, President
            The Southern Company           Southern Electric International, Inc.
          64 Perimeter Center East             900 Ashwood Parkway, Suite 500
           Atlanta, Georgia 30346                  Atlanta, Georgia 30338
           (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

                  Thomas G. Boren                 John D. McLanahan, Esq.
                     President                        Troutman Sanders
                 Southern Electric               600 Peachtree Street, N.E.
                International, Inc.                      Suite 5200
                900 Ashwood Parkway             Atlanta, Georgia  30308-2216
                     Suite 500
              Atlanta, Georgia  30338<PAGE>





     The Application - Declaration (the "Application"), as

previously amended and restated by Amendment No. 5, is hereby

further amended as follows:

     1.   Item 1.11 - Other Matters, is hereby amended by adding

the following new paragraph after the first paragraph thereof:

     "Alternatively, where permitted by applicable foreign law,

it may be preferable for SEI to organize one or more domestic

subsidiaries which would then register or otherwise qualify to do

business under the laws of any foreign jurisdiction where SEI

intends to engage in project Development Activities.  Such

domestic subsidiaries would provide SEI with all of the

advantages noted in the previous paragraph.  At the same time,

since domestic subsidiaries may be included in Southern's

consolidated federal income tax return, whereas foreign

incorporated subsidiaries may not, the use of domestic

subsidiaries to conduct foreign Development Activities would

enable SEI to take advantage of the losses associated with such

Development Activities, which SEI would be funding."   

     2.   The first sentence of the second paragraph of Item 1.11

(now the third paragraph) is hereby amended to read as follows:

     "Accordingly, SEI requests authority to invest an aggregate

of not more than $2 million in the capital stock (or the

equivalent thereof under applicable foreign law) of one or more

foreign subsidiaries, and/or one or more domestic subsidiaries

that would register or otherwise qualify to do business in




                                2<PAGE>





foreign jurisdictions, through which SEI would conduct its

project Development Activities."

     3.   Item 5 - Procedure, is amended by adding the following

paragraph:

     "The applicants submit that Rule 23 does not require or make

necessary the publication of a notice in the Federal Register

with respect to the matters contained in this Amendment No. 6. 

Specifically, the applicants state that the modification to the

Application proposed herein is not material and that the choice

of domestic or foreign law under which subsidiaries would be

incorporated by SEI is not germane to any findings or

determinations required to be made by the Commission under the

applicable provisions of the Act."




























                                3<PAGE>





                            SIGNATURE

     Pursuant to the requirements of the Public Utility Holding

Company Act of 1935, the undersigned companies have duly caused

this Amendment No. 6 to be signed on their behalf by the

undersigned thereunto duly authorized.

Dated:  December 30, 1994          THE SOUTHERN COMPANY


                              By: /s/Tommy Chisholm
                                   Tommy Chisholm
                                   Secretary

                              SOUTHERN ELECTRIC INTERNATIONAL,
                              INC.


                              By: /s/Tommy Chisholm
                                  Tommy Chisholm
                                  Vice President and Secretary


                              ALABAMA POWER COMPANY


                              By: /s/Wayne Boston
                                 Wayne Boston
                                 Assistant Secretary


                              GEORGIA POWER COMPANY


                              By: /s/Wayne Boston
                                 Wayne Boston
                                 Assistant Secretary


                              GULF POWER COMPANY


                              By: /s/Wayne Boston
                                 Wayne Boston
                                 Assistant Secretary


               (Signatures Continued on Next Page)


                                4<PAGE>





                              MISSISSIPPI POWER COMPANY


                              By: /s/Wayne Boston
                                 Wayne Boston
                                 Assistant Secretary


                              SAVANNAH ELECTRIC AND POWER COMPANY


                              By: /s/Wayne Boston
                                 Wayne Boston
                                 Assistant Secretary


                              SOUTHERN COMPANY SERVICES, INC.


                              By: /s/Wayne Boston
                                 Wayne Boston
                                 Assistant Secretary


                              SOUTHERN NUCLEAR OPERATING COMPANY


                              By: /s/Wayne Boston
                                 Wayne Boston
                                 Assistant Secretary























                                5<PAGE>


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