SECURITIES AND EXCHANGE COMMISSION
Washington, D. C 20549
FORM U-1
APPLICATION OR DECLARATION
under
The Public Utility Holding Company Act of 1935
THE SOUTHERN COMPANY SAVANNAH ELECTRIC AND POWER COMPANY
64 Perimeter Center East 600 Bay Street East
Atlanta, Georgia 30346 Savannah, Georgia 31401
ALABAMA POWER COMPANY SOUTHERN COMPANY SERVICES, INC.
600 North 18th Street 64 Perimeter Center East
Birmingham, Alabama 35291 Atlanta, Georgia 30346
GEORGIA POWER COMPANY SOUTHERN ELECTRIC GENERATING COMPANY
333 Piedmont Avenue, N.E. 600 North 18th Street
Atlanta, Georgia 30308 Birmingham, Alabama 35291
GULF POWER COMPANY SOUTHERN ELECTRIC INTERNATIONAL, INC.
500 Bayfront Parkway 900 Ashwood Parkway, Suite 500
Pensacola, Florida 32501 Atlanta, Georgia 30338
MISSISSIPPI POWER COMPANY SOUTHERN NUCLEAR OPERATING COMPANY, INC.
2992 West Beach 40 Inverness Center Parkway
Gulfport, Mississippi 39501 Birmingham, Alabama 35204
(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 Kirby R. Willis, Vice President,
Secretary Treasurer and Chief Financial Officer
The Southern Company Savannah Electric and Power Company
64 Perimeter Center East 600 Bay Street East
Atlanta, Georgia 30346 Savannah, Georgia 31401
Art P. Beattie, Vice President, Tommy Chisholm, Vice President
Secretary and Treasurer and Secretary
Alabama Power Company Southern Company Services, Inc.
600 North 18th Street 64 Perimeter Center East
Birmingham, Alabama 35291 Atlanta, Georgia 30346
Judy M. Anderson, Vice President Art P. Beattie
and Corporate Secretary Secretary and Treasurer
Georgia Power Company Southern Electric Generating Company
333 Piedmont Avenue, N.E. 600 North 18th Street
Atlanta, Georgia 30308 Birmingham, Alabama 35291
Warren E. Tate, Secretary Tommy Chisholm, Vice President
and Treasurer and Secretary
Gulf Power Company Southern Electric International, Inc.
500 Bayfront Parkway 900 Ashwood Parkway, Suite 500
Pensacola, Florida 32501 Atlanta, Georgia 30338
W. E. Gilmore, Secretary John O. Meier, Vice President
and Treasurer and Corporate Secretary
Mississippi Power Company Southern Nuclear Operating Company, Inc.
2992 West Beach 40 Inverness Center Parkway
Gulfport, Mississippi 39501 Birmingham, Alabama 35204
(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 1. Description of Proposed Transactions.
1.1 Summary. The Southern Company ("Southern"), a
registered holding company under the Public Utility Holding
Company Act of 1935, as amended (the "Act"), proposes to issue
and sell up to 25,000,000 additional shares of its authorized but
unissued common stock, par value $5 per share, as such number may
be adjusted for any share split or distribution hereafter
authorized by the Commission (the "DRIP Stock"), pursuant to its
Dividend Reinvestment and Stock Purchase Plan (the "Dividend
Plan"), up to 9,000,000 additional shares of its authorized but
unissued common stock, par value $5 per share, as such number may
be adjusted for any share split or distribution hereafter
authorized by the Commission (the "ESP Stock"), pursuant to The
Southern Company Employee Savings Plan (the "Savings Plan") and
up to 3,000,000 additional shares of its authorized but unissued
common stock, par value $5 per share, as such number may be
adjusted for any share split or distribution hereafter authorized
by the Commission (the "ESOP Stock"), in order to provide common
stock to fund The Employee Stock Ownership Plan of The Southern
Company System (the "ESOP Plan"). It is proposed that the DRIP
Stock, the ESP Stock and the ESOP Stock will be issued and sold
from time to time on or prior to December 31, 1997.
1.2 Dividend Reinvestment and Stock Purchase Plan. The
DRIP Stock will be offered to all holders of Southern's common
stock pursuant to the Dividend Plan whereby shareholders
voluntarily may elect to (1) have cash dividends on all of their
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shares of Southern common stock automatically reinvested and have
the option of investing additional amounts by making cash
payments, or (2) have cash dividends on less than all of their
shares automatically reinvested and continue to receive cash
dividends on their remaining shares and have the option of
investing additional amounts by making cash payments, or (3)
invest by making optional cash payments only of not less than $25
per payment nor more than $6,000 per quarter. Cash dividends on
shares credited to a participant's account under the Dividend
Plan will be reinvested in shares of Southern's common stock. No
shares will be sold by Southern under the Dividend Plan at less
than the par value of such shares.
Shares of common stock purchased on behalf of
shareholders will be, at Southern's discretion, previously issued
shares purchased on the open market, newly issued shares
purchased directly from Southern, or a combination thereof. The
price to participants will be the weighted average price paid for
the shares.
The price of shares purchased directly from Southern
will be equal to the average of the high and low sale prices for
Southern's common stock, as published in The Wall Street Journal
in its report of NYSE-Composite Transactions, on the dividend
payment date (or the average of the high and low sale prices on
the trading dates immediately preceding and following the
dividend payment date, if the common stock is not traded on the
New York Stock Exchange on the dividend payment date).
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Southern Company Services, Inc. administers the Dividend
Plan. A registered broker-dealer will be designated to act as an
independent agent for the purpose of purchasing shares for
participants on the open market. No service charge or commission
is paid by participants in connection with purchases under the
Dividend Plan.
A participant retains all voting rights relating to
shares purchased under the Dividend Plan and credited to his
account, and such shares will be voted in accordance with his
instructions. A participant may withdraw from the Dividend Plan
at any time upon written notice. In addition, without
withdrawing from the Dividend Plan, a participant is entitled to
demand and receive a certificate representing any number of whole
shares of common stock credited to his account. Southern
reserves the right to suspend, modify (subject to any requisite
Commission approval) or terminate the Dividend Plan at any time.
The Dividend Plan is set forth in its entirety in the
prospectus included as a part of Exhibit C-1 hereto, to which
reference is hereby made.
1.3 Employee Savings Plan. The ESP Stock will be
offered to employees of Southern's subsidiaries pursuant to the
Savings Plan under which such employees voluntarily may
contribute, through payroll deductions, any whole percentage
which is not more than 16% of their compensation (base salary or
wages, including all amounts by which a Participant's
compensation is reduced pursuant to his salary reduction election
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under the Southern Electric System Flexible Benefit Plan and the
Southern Company Flexible Benefits Plan) ("Voluntary Participant
Contribution"). In addition, a Savings Plan member may elect to
have his compensation reduced by a whole percentage which is not
more than 16% of his compensation, such amount to be contributed
to his account under the Savings Plan ("Elective Employer
Contribution"). The maximum Voluntary Participant Contribution
shall be reduced by the percent, if any, which is contributed as
an Elective Employer Contribution on behalf of the Savings Plan
member. The maximum Elective Employer Contributions any
Participant may elect to defer under the Savings Plan in any
taxable year of the Participant are subject to certain
limitations under the Internal Revenue Code of 1986, as amended.
For the 1994 plan year, each employing company will contribute,
on behalf of each of the Savings Plan members in its employ, an
amount equal to 75% of the member's Voluntary Participant
Contribution, plus the Elective Employer Contribution made on his
behalf, to the extent such contributions, when combined, do not
exceed 6% of his compensation.
Wachovia Bank of Georgia, N.A. acts as Trustee for the
trust which is part of the Savings Plan, and the Savings Plan is
administered by the Savings Plan Committee, the members of which
are appointed by the Board of Directors of Southern Company
Services, Inc.
Each Savings Plan member must direct that his
contributions be invested in one or more of the following funds:
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(1) Company Stock Fund -- consisting of Southern's common stock;
(2) Equity Fund -- consisting of common or capital stocks and
securities convertible into common or capital stocks (other than
securities issued or convertible into securities issued by
Southern or any of its subsidiaries), short-term investments and
investments in certain commingled trust funds; (3) Fixed Income
Fund -- consisting of direct obligations of the U.S. Government
and its agencies, corporate bonds, debentures, notes,
certificates of indebtedness, evidences of indebtedness of
Southern or its subsidiaries or affiliates, savings account
deposits and investments in certain commingled trust funds and
(4) Indexed Fund -- consisting of without substantial deviation
in such common stock as may be selected from time to time to
comprise the Standard and Poor's Composite Index of 500 Stocks,
or through the medium of any commingled trust funds which
comprise the Standard and Poor's Composite Index of 500 Stocks.
All employer matching contributions are invested in the Company
Stock Fund.
Investment purchases by the Trustee for the funds may be
made either on the open market or by private purchase, provided
that no private purchase may be made of common stock of Southern
at a price greater than the last sale price or current
independent bid price, whichever is higher, for such stock on the
New York Stock Exchange, plus an amount equal to the commission
payable in a stock exchange transaction if such private purchase
is not made from Southern. The Trustee may purchase common stock
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of Southern directly from Southern under the Dividend Plan or
under any other similar plan made available to all holders of
record of shares of common stock of Southern, at the purchase
price provided for in such plan.
1.4 Employee Stock Ownership Plan. The exact number of
ESOP Shares to be issued by Southern will be determined by the
aggregate amount of contributions to be invested by the trust
established pursuant to the ESOP Plan (the "ESOP Trust") and the
purchase price per share of Southern's common stock determined as
set forth below.
In order to encourage and assist employees of Southern's
subsidiaries to acquire ownership of Southern's common stock and
thereby promote in the employees a strong interest in the
successful operation of The Southern Company system, Alabama
Power Company, Georgia Power Company, Gulf Power Company,
Mississippi Power Company, Savannah Electric and Power Company,
Southern Company Services, Inc., Southern Electric Generating
Company, Southern Electric International, Inc. and Southern
Nuclear Operating Company, Inc. (the "Employing Companies") have
adopted the ESOP Plan, which was effective as of January 1, 1976,
in accordance with Section 301(d) of the Tax Reduction Act of
1975, as amended, and Section 401(a) of the Internal Revenue Code
of 1954. (See HCAR No. 20165, File No. 70-6040, September 8,
1977.)
The ESOP Plan was amended and restated effective January
1, 1987 in order to comply with the Internal Revenue Code of 1986
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(the "1986 Code"), as enacted by the Tax Reform Act of 1986. As
amended and restated, the ESOP Plan permits the Employing
Companies to contribute cash or common stock in an amount or
under such formula as the Board of Directors of Southern Company
Services, Inc. shall determine in its sole and absolute
discretion.
It is anticipated that the contributions by the
Employing Companies to the ESOP Trust generally will be made in
cash. However, if a contribution consists of ESOP Stock, the
purchase price per share shall be the average of the closing
prices of a share of Southern's common stock based on
consolidated trading as defined by the Consolidated Tape
Association and reported as part of the consolidated trading
prices of New York Stock Exchange listed securities for the 20
consecutive trading days immediately preceding the date on which
such shares are contributed to the ESOP Plan. The purchase price
per share of ESOP Stock acquired from Southern by the ESOP Trust
with cash contributions shall be the fair market value as of the
date of acquisition.
Cash contributions to the ESOP Trust also may be
invested in Southern's common stock through open market purchases
or private purchases from parties other than Southern. The
purchase price per share of common stock acquired by private
purchases from a party other than Southern shall not be greater
than the last sale price or highest current independent bid
price, whichever is higher, for a share determined on the basis
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of consolidated trading as defined by the Consolidated Tape
Association and reported as part of the consolidated trading
prices of New York Stock Exchange listed securities, plus an
amount not greater than the commission payable in a stock
exchange transaction.
Under the ESOP Plan, the ESOP Trust is required to
reinvest cash dividends paid on shares of Southern's common stock
allocated to a participant's account in additional shares of
common stock, unless the participant elects to have such cash
dividends distributed to him currently or the Employing Company
distributes cash dividends in order to qualify such distribution
for a tax deduction under the 1986 Code. In reinvesting any cash
dividends, the ESOP Trust may purchase common stock under the
Dividend Plan (at the price provided for in such plan), on the
open market or by private purchase, including purchases directly
from Southern (at the stock's fair market value).
All costs of administration of the ESOP Plan and the
ESOP Trust, in excess of those costs allowed by the 1986 Code to
be withheld from contributions or to be paid by the ESOP Trust,
are paid by the Employing Companies.
1.5 Use of Proceeds. Southern intends to use the net
proceeds from the sale of the DRIP Stock, the ESP Stock and the
ESOP Stock, together with other available funds, to make
additional equity investments in subsidiaries, including cash
capital contributions to its operating utility subsidiaries and
investments in "exempt wholesale generators" and "foreign utility
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companies," as defined in Sections 32 and 33, respectively, and
for other corporate purposes. Projections of investments in
subsidiaries are included in Exhibit G hereto.
Investments by Southern in subsidiaries would only be
made in accordance with existing or future authorizations in
separate proceedings, or in accordance with such exemptions as
may exist under the Act and the rules and regulations thereunder.
In that regard, Southern states that it currently has authority
to make investments only in the following wholly-owned, non-
utility, subsidiaries: Southern Company Services, Inc. (File No.
70-8203), Southern Electric International, Inc. (File No. 70-
7209), and Southern Nuclear Operating Company, Inc. (File No. 70-
8147). Southern represents that no part of the proceeds from the
sale of the DRIP Stock, the ESP Stock or the ESOP Stock proposed
herein will be utilized by Southern Electric International, Inc.
for a purpose that is currently permitted under HCA Release No.
35-24476 unless such purpose would also be permitted under an
order approving the application, as filed, by Southern and
Southern Electric International, Inc. in File No. 70-7932.
Southern currently has authority through June 30, 1994 to make
additional investments of up to $100,000,000 in Mississippi Power
Company. Southern does not currently have authority to make
additional investments in its other operating utility
subsidiaries, but may request such approval in a separate filing.
In separate pending filings, Southern is requesting
authority to make investments in certain existing non-utility
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subsidiaries and in certain proposed new subsidiaries.
Specifically, in File Nos. 70-7932, 70-8173 and 70-8233, Southern
is proposing to make additional investments in Southern Electric
International, Inc. and The Southern Development and Investment
Group, Inc., its wholly-owned subsidiaries, and investments in a
new subsidiary to be called Southern Company Communications, Inc.
Projections of the levels of financing of the activities of each
of those subsidiaries are contained in the relevant related file.
Southern states that it will not use any portion of the proceeds
from the sale of the DRIP Stock, the ESP Stock or the ESOP Stock
for which authority is sought herein to make investments in such
subsidiaries, except in accordance with and subject to any
limitations contained in the Commission's orders granting the
applications in those related proceedings.
Southern also anticipates the need to utilize up to $500
million of the proceeds from the sale of the DRIP Stock, the ESP
Stock or the ESOP Stock to make investments from time to time in
one or more direct or indirect subsidiaries of Southern that are
"exempt wholesale generators" or "foreign utility companies," as
defined in Sections 32 and 33 of the Act, respectively, in order
to fund, in whole or in part, investments by such subsidiaries in
facilities that such subsidiaries are permitted to acquire and
own, and to fund ongoing development costs associated with
potential direct or indirect investments by Southern in such
entities, provided that, at any point in time, the aggregate of
outstanding borrowings and/or commercial paper sales authorized
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in File No. 70-8309, and proceeds of sales of common stock
authorized in this proceeding and in File No. 70-8277 used for
the purpose of acquiring the securities of or other interest in
any such entities, and together with the amount of guarantees of
the securities of such entities authorized in File No. 70-8277,
shall not, in the aggregate, exceed $500 million.
1.6 Relation to Other Authorizations. By orders dated
September 13, 1988 (HCAR No. 35-24713) and December 31, 1991
(HCAR No. 35-25448) in File No. 70-7527, Southern was authorized
to issue and sell up to 10,000,000 shares of its common stock
pursuant to the Dividend Plan and 5,000,000 shares of its common
stock pursuant to the Savings Plan from time to time through
December 31, 1995. At April 30, 1994 there were 5,314,152 shares
and 2,810,644 shares remaining unissued pursuant to the Dividend
Plan and the Savings Plan, respectively. It is Southern's intent
that the authorization sought in this file would supersede and
replace the authorization in File No. 70-7527 effective
immediately upon the date of the Commission's order herein.
Southern currently has no authority under the Act for the
issuance of stock in connection with the ESOP Plan.
1.7 Compliance with Rule 53. Under Rule 53(a), the
Commission shall not make certain specified adverse 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
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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 common
stock 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 sale of the DRIP Stock, the ESP Stock
and the ESOP Stock to make investments in "exempt wholesale
generators" and "foreign utility companies," Southern's
"aggregate investment" in such entities will equal approximately
28.5% of "consolidated retained earnings," as defined in Rule
53(a)(1)(ii), of Southern, determined as follows: At March 31,
1994, Southern had invested, directly or indirectly, an aggregate
of $332.3 million in "exempt wholesale generators" and "foreign
utility companies."1 The average of the consolidated retained
earnings of Southern reported on Form 10-K or Form 10-Q, as
applicable, for the four consecutive quarters ended March 31,
1994, is $2.924 billion. Southern's "aggregate investment," on a
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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pro forma basis, expressed as a percentage of "consolidated
retained earnings," is approximately 28.5% ($332.3 million + $500
million divided by $2.924 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
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
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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, to the Federal Energy Regulatory
Commission and to each of the public service commissions having
jurisdiction over the retail rates of Southern's operating
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 ($2.924
billion) represented an increase of approximately $53 million in
the average consolidated retained earnings for the previous four
quarterly periods ($2.873 billion).
Rule 53(b)(3): For the twelve months ended March 31,
1994, aggregate losses attributable to Southern's direct or
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indirect investments in "exempt wholesale generators" and
"foreign utility companies" ($638,000) represented less than one-
tenth of 1% of consolidated retained earnings ($2.918 billion).
Item 2. Fees, Commissions and Expenses.
Information as to fees and expenses to be incurred by
Southern in connection with the issuance and sale of the DRIP
Stock pursuant to the Dividend Plan will be set forth in an
amendment hereto.
Information as to fees and expenses to be incurred by
the employing companies in connection with the issuance and sale
of the ESP Stock pursuant to the Savings Plan will be set forth
in an amendment hereto.
Information as to fees and expenses to be incurred by
the employing companies in connection with the issuance and sale
of the ESOP Stock pursuant to the ESOP Plan will be set forth in
an amendment hereto.
Item 3. Applicable Statutory Provisions.
Southern considers that the proposed issuance and sale
of the DRIP Stock, of the ESP Stock and of the ESOP Stock are
subject to the provisions of Sections 6(a), 7, 32 and 33 of the
Act and Rules 53 and 54 thereunder.
Southern considers that any purchases of Southern's
common stock by the Employing Companies pursuant to the ESOP Plan
prior to contributing such stock to the Trust are subject to the
provisions of Sections 9(a) and 10 of the Act.
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The proposed transactions will be carried out in
accordance with the procedure specified in Rule 23 and pursuant
to an order of the Commission with respect thereto.
Item 4. Regulatory Approval.
The issuance and sale by Southern of the DRIP Stock, the
ESP Stock and the ESOP Stock as set forth in Item 1 hereof are
not subject to the jurisdiction of any state commission or of any
federal commission other than the Securities and Exchange
Commission.
Item 5. Procedure.
It is hereby requested that the Commission's order be
issued as soon as the rules allow, and that there be no thirty-
day waiting period between the issuance of the Commission's order
and the date on which it is to become effective. The applicant-
declarants hereby waive a recommended decision by a hearing
officer or other responsible officer of the Commission and hereby
consent that the Division of Investment Management may assist in
the preparation of the Commission's decision and/or order in this
matter unless such Division opposes the matters covered hereby.
Item 6. Exhibits and Financial Statements.
(a) Exhibits
A-1(a) - Composite Certificate of Incorporation of
Southern reflecting all amendments to date.
(Designated in Registration No. 33-3546 as
Exhibit 4(a) and in Certificate of
Notification, File No. 70-7341, as Exhibit A
and in Certificate of Notification, File No.
70-8181, as Exhibit A.)
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A-1(b) - By-laws of Southern as amended effective
October 21, 1991, and presently in effect.
(Designated in Form U-1, File No. 70-8181, as
Exhibit A-2.)
B-1 - Dividend Plan. (Included in the Registration
Statement filed as Exhibit C-1 hereto.)
B-2 - Amended and Restated Employee Savings Plan
for The Southern Company System as amended to
date. (Included in the Registration Statement
filed as Exhibit C-2 hereto.)
B-3 - Trust Agreement between Southern Company
Services, Inc. and Wachovia Bank of Georgia,
N.A. as Trustee under the Savings Plan. (To
be filed by amendment.)
B-4 - Employee Stock Ownership Plan of The Southern
Company System, as amended to date. (To be
filed by amendment.)
B-5 - Employee Stock Ownership Plan Agreement of
Trust, as amended to date. (To be filed by
amendment.)
C-1 - Registration statement of Southern with
respect to the Dividend Plan filed pursuant
to the Securities Act of 1933, as amended.
(Designated in Form U-1, File No. 70-7527, as
Exhibit C-1.)
C-2 - Registration statement of Southern with
respect to the Savings Plan filed pursuant to
the Securities Act of 1933, as amended.
(Designated in Form U-1, File No. 70-7527, as
Exhibit C-2.)
F-1 - Opinion of Troutman Sanders, counsel for
Southern. (To be filed by amendment.)
F-2 - Opinion of Balch & Bingham, counsel for
Alabama Power Company, Southern Company
Services, Inc., Southern Electric Generating
Company and Southern Nuclear Operating
Company, Inc. (To be filed by amendment.)
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F-3 - Opinion of Troutman Sanders, counsel for
Georgia Power Company and Southern Electric
International, Inc. (To be filed by
amendment.)
F-4 - Opinion of Beggs & Lane, counsel for Gulf
Power Company. (To be filed by amendment.)
F-5 - Opinion of Eaton and Cottrell, P.A., counsel
for Mississippi Power Company. (To be filed
by amendment.)
F-6 - Opinion of Bouhan, Williams & Levy, counsel
for Savannah Electric and Power Company. (To
be filed by amendment.)
G - Estimated sources of funds for additional
investments in subsidiaries of Southern. (To
be filed by amendment.)
H - Form of Notice.
Exhibits heretofore filed with the Securities and
Exchange Commission and designated as set forth above are hereby
incorporated herein by reference and made a part hereof with the
same effect as if filed herewith.
(b) Financial Statements. (To be filed by
amendment.)
Corporate balance sheet of Southern at March 31,
1994.
Corporate statement of income of Southern for the
twelve months ended March 31, 1994.
Item 7. Information as to Environmental Effects.
(a) As described in Item 1, the proposed transactions
are of a routine and strictly financial nature in the ordinary
course of Southern's business. Accordingly, the Commission's
action in this matter will not constitute any major federal
action significantly affecting the quality of the human
environment.
(b) No other federal agency has prepared or is
preparing an environmental impact statement with regard to the
proposed transactions.
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SIGNATURES
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned companies have duly
caused this statement to be signed on their behalf by the
undersigned thereunto duly authorized.
Dated: June 24, 1994 THE SOUTHERN COMPANY
By:/s/Tommy Chisholm
Tommy Chisholm
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
MISSISSIPPI POWER COMPANY
By: /s/Wayne Boston
Wayne Boston
Assistant Secretary
(Signatures continued on following page.)
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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 ELECTRIC GENERATING COMPANY
By: /s/Wayne Boston
Wayne Boston
Assistant Secretary
SOUTHERN ELECTRIC INTERNATIONAL, INC.
By: /s/Tommy Chisholm
Tommy Chisholm
Secretary
SOUTHERN NUCLEAR OPERATING COMPANY, INC.
By: /s/Wayne Boston
Wayne Boston
Assistant Secretary
<PAGE>
The Southern Company, et al. (70- )
The Southern Company ("Southern"), a registered holding
company, 64 Perimeter Center East, Atlanta, Georgia 30346, and
its subsidiaries, Alabama Power Company, 600 North 18th Street,
Birmingham, Alabama, 35291, Georgia Power Company, 333 Piedmont
Avenue, N.E., Atlanta, Georgia 30308, Gulf Power Company, 500
Bayfront Parkway, Pensacola, Florida 32501, Mississippi Power
Company, 2992 West Beach, Gulfport, Mississippi 39501, Savannah
Electric and Power Company, 600 Bay Street East, Savannah,
Georgia 31401, Southern Company Services, Inc., 64 Perimeter
Center East, Atlanta, Georgia 30346, Southern Electric
International, Inc., 900 Ashwood Parkway, Suite 500, Atlanta,
Georgia 30338, Southern Nuclear Operating Company, Inc., 40
Inverness Center Parkway, Birmingham, Alabama, 35205 and Southern
Electric Generating Company, 600 North 18th Street, Birmingham,
Alabama 35291, a subsidiary of Alabama Power Company and Georgia
Power Company (collectively, "Applicants"), have filed an
application/declaration pursuant to Sections 6(a), 7, 9(a), 10,
32 and 33 of the Act and Rules 23, 53 and 54 thereunder.
Southern proposes to issue and sell up to 25,000,000 additional
shares of its authorized but unissued common stock, par value $5
per share, as such number may be adjusted for any share split or
distribution hereafter authorized by the Commission (the "DRIP
Stock"), pursuant to its Dividend Reinvestment and Stock Purchase
Plan (the "Dividend Plan"), up to 9,000,000 additional shares of
its authorized but unissued common stock, par value $5 per share,
as such number may be adjusted for any share split or
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distribution hereafter authorized by the Commission (the "ESP
Stock"), pursuant to The Southern Company Employee Savings Plan
(the "Savings Plan") and up to 3,000,000 additional shares of its
authorized but unissued common stock, par value $5 per share, as
such number may be adjusted for any share split or distribution
hereafter authorized by the Commission (the "ESOP Stock"), in
order to provide common stock to fund The Employee Stock
Ownership Plan of The Southern Company System (the "ESOP Plan").
It is proposed that the DRIP Stock, the ESP Stock and the ESOP
Stock will be issued and sold from time to time on or prior to
December 31, 1997.
The DRIP Stock will be offered to all holders of Southern's
common stock pursuant to the Dividend Plan whereby shareholders
voluntarily may elect to (1) have cash dividends on all of their
shares of Southern common stock automatically reinvested and have
the option of investing additional amounts by making cash
payments, or (2) have cash dividends on less than all of their
shares automatically reinvested and continue to receive cash
dividends on their remaining shares and have the option of
investing additional amounts by making cash payments, or (3)
invest by making optional cash payments only of not less than $25
per payment nor more than $6,000 per quarter. Cash dividends on
shares credited to a participant's account under the Dividend
Plan will be reinvested in shares of Southern's common stock. No
shares will be sold by Southern under the Dividend Plan at less
than the par value of such shares.
Shares of common stock purchased on behalf of shareholders
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will be, at Southern's discretion, previously issued shares
purchased on the open market, newly issued shares purchased
directly from Southern, or a combination thereof. The price to
participants will be the weighted average price paid for the
shares.
The price of shares purchased directly from Southern will be
equal to the average of the high and low sale prices for
Southern's common stock, as published in The Wall Street Journal
in its report of NYSE-Composite Transactions, on the dividend
payment date (or the average of the high and low sale prices on
the trading dates immediately preceding and following the
dividend payment date, if the common stock is not traded on the
New York Stock Exchange on the dividend payment date).
Southern Company Services, Inc. administers the Dividend
Plan. A registered broker-dealer will be designated to act as an
independent agent for the purpose of purchasing shares for
participants on the open market. No service charge or commission
is paid by participants in connection with purchases under the
Dividend Plan.
A participant retains all voting rights relating to shares
purchased under the Dividend Plan and credited to his account,
and such shares will be voted in accordance with his
instructions. A participant may withdraw from the Dividend Plan
at any time upon written notice. In addition, without
withdrawing from the Dividend Plan, a participant is entitled to
demand and receive a certificate representing any number of whole
shares of common stock credited to his account. Southern
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reserves the right to suspend, modify (subject to any requisite
Commission approval) or terminate the Dividend Plan at any time.
The ESP Stock will be offered to employees of Southern's
subsidiaries pursuant to the Savings Plan under which such
employees voluntarily may contribute, through payroll deductions,
any whole percentage which is not more than 16% of their
compensation (base salary or wages, including all amounts by
which a Participant's compensation is reduced pursuant to his
salary reduction election under the Southern Electric System
Flexible Benefit Plan and the Southern Company Flexible Benefits
Plan) ("Voluntary Participant Contribution"). In addition, a
Savings Plan member may elect to have his compensation reduced by
a whole percentage which is not more than 16% of his
compensation, such amount to be contributed to his account under
the Savings Plan ("Elective Employer Contribution"). The maximum
Voluntary Participant Contribution shall be reduced by the
percent, if any, which is contributed as an Elective Employer
Contribution on behalf of the Savings Plan member. The maximum
Elective Employer Contributions any Participant may elect to
defer under the Savings Plan in any taxable year of the
Participant are subject to certain limitations under the Internal
Revenue Code of 1986, as amended. For the 1994 plan year, each
employing company will contribute, on behalf of each of the
Savings Plan members in its employ, an amount equal to 75% of the
member's Voluntary Participant Contribution, plus the Elective
Employer Contribution made on his behalf, to the extent such
contributions, when combined, do not exceed 6% of his
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compensation.
Wachovia Bank of Georgia, N.A. acts as Trustee for the trust
which is part of the Savings Plan, and the Savings Plan is
administered by the Savings Plan Committee, the members of which
are appointed by the Board of Directors of Southern Company
Services, Inc.
Each Savings Plan member must direct that his contributions
be invested in one or more of the following funds: (1) Company
Stock Fund -- consisting of Southern's common stock; (2) Equity
Fund -- consisting of common or capital stocks and securities
convertible into common or capital stocks (other than securities
issued or convertible into securities issued by Southern or any
of its subsidiaries), short-term investments and investments in
certain commingled trust funds; (3) Fixed Income Fund --
consisting of direct obligations of the U.S. Government and its
agencies, corporate bonds, debentures, notes, certificates of
indebtedness, evidences of indebtedness of Southern or its
subsidiaries or affiliates, savings account deposits and
investments in certain commingled trust funds and (4) Indexed
Fund -- consisting of without substantial deviation in such
common stock as may be selected from time to time to comprise the
Standard and Poor's Composite Index of 500 Stocks, or through the
medium of any commingled trust funds which comprise the Standard
and Poor's Composite Index of 500 Stocks. All employer matching
contributions are invested in the Company Stock Fund.
Investment purchases by the Trustee for the funds may be
made either on the open market or by private purchase, provided
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that no private purchase may be made of common stock of Southern
at a price greater than the last sale price or current
independent bid price, whichever is higher, for such stock on the
New York Stock Exchange, plus an amount equal to the commission
payable in a stock exchange transaction if such private purchase
is not made from Southern. The Trustee may purchase common stock
of Southern directly from Southern under the Dividend Plan or
under any other similar plan made available to all holders of
record of shares of common stock of Southern, at the purchase
price provided for in such plan.
The exact number of ESOP Shares to be issued by Southern
will be determined by the aggregate amount of contributions to be
invested by the trust established pursuant to the ESOP Plan (the
"ESOP Trust") and the purchase price per share of Southern's
common stock determined as set forth below.
In order to encourage and assist employees of
Southern's subsidiaries to acquire ownership of Southern's common
stock and thereby promote in the employees a strong interest in
the successful operation of The Southern Company system, the
Applicants have adopted the ESOP Plan, which was initially
effective as of January 1, 1976.
The ESOP Plan was amended and restated effective
January 1, 1987 in order to comply with the Internal Revenue Code
of 1986 (the "1986 Code"), as enacted by the Tax Reform Act of
1986. As amended and restated, the ESOP Plan permits the
Applicants to contribute cash or common stock in an amount or
under such formula as the Board of Directors of Southern Company
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Services, Inc. shall determine in its sole and absolute
discretion.
It is anticipated that the contributions by the
Applicants to the ESOP Trust generally will be made in cash.
However, if a contribution consists of ESOP Stock, the purchase
price per share shall be the average of the closing prices of a
share of Southern's common stock based on consolidated trading as
defined by the Consolidated Tape Association and reported as part
of the consolidated trading prices of New York Stock Exchange
listed securities for the 20 consecutive trading days immediately
preceding the date on which such shares are contributed to the
ESOP Plan. The purchase price per share of ESOP Stock acquired
from Southern by the ESOP Trust with cash contributions shall be
the fair market value as of the date of acquisition.
Cash contributions to the ESOP Trust also may be
invested in Southern's common stock through open market purchases
or private purchases from parties other than Southern. The
purchase price per share of common stock acquired by private
purchases from a party other than Southern shall not be greater
than the last sale price or highest current independent bid
price, whichever is higher, for a share determined on the basis
of consolidated trading as defined by the Consolidated Tape
Association and reported as part of the consolidated trading
prices of New York Stock Exchange listed securities, plus an
amount not greater than the commission payable in a stock
exchange transaction.
Under the ESOP Plan, the ESOP Trust is required to
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reinvest cash dividends paid on shares of Southern's common stock
allocated to a participant's account in additional shares of
common stock, unless the participant elects to have such cash
dividends distributed to him currently or the Employing Company
distributes cash dividends in order to qualify such distribution
for a tax deduction under the 1986 Code. In reinvesting any cash
dividends, the ESOP Trust may purchase common stock under the
Dividend Plan (at the price provided for in such plan), on the
open market or by private purchase, including purchases directly
from Southern (at the stock's fair market value).
All costs of administration of the ESOP Plan and the
ESOP Trust, in excess of those costs allowed by the 1986 Code to
be withheld from contributions or to be paid by the ESOP Trust,
are paid by the Applicants.
Southern intends to use the net proceeds from the sale of
the DRIP Stock, the ESP Stock and the ESOP Stock, together with
other available funds, to make additional equity investments in
subsidiaries, including cash capital contributions to its
operating utility subsidiaries and investments in "exempt
wholesale generators" and "foreign utility companies," as defined
in Sections 32 and 33, respectively, and for other corporate
purposes.
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