File No. 70-8309
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 the above agents for service and to:
W. L. Westbrook, Financial Vice President John F. Young, 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 2. Fees, Commissions and Expenses.
No commissions have been or will be paid in connection
with the proposed transactions except as described in Item 1.4
hereof with respect to the issuance of commercial paper. Fees
and expenses paid or incurred, or to be paid or incurred,
directly or indirectly, in connection with the proposed
transactions (in addition to those described in Item 1 hereof)
are as follows:
U-1 filing Fee . . . . . . . . . . . $2,000
Legal Fees . . . . . . . . . . . . . 3,500
Miscellaneous . . . . . . . . . . . . 1,500
Total . . . . . . . . . . . . . . . . $7,000
Item 6. Exhibits and Financial Statements.
(a) Exhibits
A-1 - Form of commitment agreement and
Amendment No.1 and Amendment No. 2 with
respect to revolving credits.
(Designated in Form U-1, File No. 70-
7738, as Exhibit A-5 and in Form U-1,
File No. 70-7937, as Exhibit A-5(b).)
A-2 - Form of note.
A-3 - List of lending institutions, setting
forth the maximum amount that may be
borrowed.
A-4 - Form of commercial paper note.
F - Opinion of Troutman Sanders, counsel for
Southern.
G - Estimated sources of funds for the years
1994, 1995 and for the three months
ended March 31, 1996.
<PAGE>
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(b) Financial Statements.
Corporate balance sheet of Southern at
September 30, 1993.
Corporate statement of income and statements of
earnings retained in the business and of amount
paid in for common stock in excess of par value
of Southern for the twelve months ended
September 30, 1993.
Consolidated balance sheet of Southern and its
subsidiaries at September 30, 1993.
Consolidated statement of income and statements
of earnings retained in the business and amount
paid in for common stock in excess of par value
of Southern and its subsidiaries for the twelve
months ended September 30, 1993.
Since September 30, 1993, there have been no material
changes, not in the ordinary course of business, in the financial
condition of Southern or of Southern and its subsidiaries
consolidated from that set forth in or contemplated by the
foregoing financial statements.
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: February 28, 1994 THE SOUTHERN COMPANY
By /s/Tommy Chisholm
Tommy Chisholm
Secretary
<PAGE>
Exhibit A-2
COMPANY
PROMISSORY NOTE
Dated:
FOR VALUE RECEIVED, COMPANY, a
corporation (herein called the "Company"), hereby promises to pay
to the order of
(the "Bank), the principal sum of million dollars
($ )or, if less, the aggregate unpaid principal
balance of all borrowings by the Company from the Bank under this
Note as indicated on the grid attached hereto, and to pay
interest (calculated on the basis of a year of 360 days and the
actual number of days elapsed) on the unpaid principal balance
from the date of each borrowing hereunder until paid in full at
such rate or rates and payable on such date or dates as the
Company and the Bank shall mutually agree upon. The unpaid
principal of this Note shall be due and payable on such date or
dates as the Company and the Bank shall mutually agree upon. Any
principal not paid when due shall bear interest from maturity
until paid in full at a floating rate per annum equal to 110% of
that rate of interest from time to time announced by the Bank at
its principal office as its reference rate, such interest to be
payable on demand and upon payment in full of such principal.
Payment of principal and interest on this Note shall be made
in lawful money of the United States of America to the account of
the Bank at its principal office in , or at such
other place within the United States of America as the Bank may
from time to time designate on not less than ten days notice in
writing to the Company. If any such payment of principal or
interest would be otherwise due and payable on a Saturday, Sunday
or other day on which commercial banks in are
authorized by law to close, such payment shall be due and payable
on the next succeeding business day and such extension of time
shall in such case be included in computing interest, if any, in
connection with such payment.
The principal of this Note may not be prepaid by the
Company.
The Bank shall endorse all borrowings made by the Company
under this Note and all payments of principal of such borrowings
on the grid attached hereto and made a part hereof but no failure
to make or any error in making such endorsement shall affect the
obligations of the Company hereunder.
<PAGE>
-2-
If any of the following events of default shall occur and be
continuing:
(a) the Company fails to make or cause to be made any
payment of principal of this Note when due; or
(b) the Company fails to make or cause to be made any
payment of interest on this Note within five (5) days
of when due; or
(c) a receiver, liquidator or trustee of the Company or of
all or a substantial part of its assets is appointed by
court order and such order remains in effect for more
than 60 days; or a petition is filed against the
Company under any bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt,
dissolution or liquidation law of any jurisdiction,
whether now or hereafter in effect, and is not
dismissed or stayed within 60 days after such filing;
or
(d) the Company files a petition in voluntary bankruptcy
or seeking relief under any provision of any
bankruptcy,
reorganization, arrangement, insolvency, readjustment
or debt, dissolution or liquidation law of any
jurisdiction, whether now or hereafter in effect, or
consents to the filing of any petition against it under
any such law; or
(e) the Company makes an assignment for the benefit of its
creditors, or admits in writing its inability to pay
its debts generally as they become due, or consents to
the appointment of a receiver, trustee or liquidator of
the Company, or of all or a substantial part of its
assets;
then the Bank may exercise any right, power or remedy permitted
to it by law and shall have, in particular, without limiting the
generality of the foregoing, the right, by written notice given
to the Company, to declare the unpaid principal and all interest
accrued on this note then outstanding to be, and the same shall
thereupon become, forthwith due and payable without any
presentment, demand, protest or further notice of any kind, all
of which are expressly waived.
The Bank may from time to time enter into participation
agreements and pursuant thereto assign its rights under this
Note. All amounts payable by the Company under this Note shall
be determined as if the Bank had not entered into any such
participation agreement. The Bank may furnish any information
concerning the Company in the possession of the Bank from time to
<PAGE>
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time to participants and prospective participants. Such
information will be limited to that which has been customarily
provided to the Bank for credit decisions.
This Note shall be governed by and construed in accordance
with the laws of the State of .
COMPANY
By:
Title:
Attest:
Title:
<PAGE>
Exhibit A-3
THE SOUTHERN COMPANY
SUMMARY OF CREDIT FACILITIES
BANK AMOUNT
(millions)
FIRST UNION NATIONAL BANK OF GEORGIA . . . . $ 10
CREDIT SUISSE . . . . . . . . . . . . . . . . 10
UNION BANK OF SWITZERLAND . . . . . . . . . . 10
BANK OF AMERICA . . . . . . . . . . . . . . 100
BANK OF NEW YORK . . . . . . . . . . . . . . . 25
BANK SOUTH . . . . . . . . . . . . . . . . . . 10
BARCLAYS BANK . . . . . . . . . . . . . . . . 50
DAI-ICHI KANGYO . . . . . . . . . . . . . . . 50
FUJI BANK . . . . . . . . . . . . . . . . . . 25
INDUSTRIAL BANK OF JAPAN . . . . . . . . . . . 25
MELLON BANK . . . . . . . . . . . . . . . . . 15
MORGAN GUARANTY TRUST CO. . . . . . . . . . 100
NATIONSBANK . . . . . . . . . . . . . . . . . 20
SHAWMUT . . . . . . . . . . . . . . . . . . . 50
BANCA DI ROMA . . . . . . . . . . . . . . . 30
TOTAL . . . . . . . . . . . . . . . . . . $480
<PAGE>
Exhibit A-4
FORM OF COMMERCIAL PAPER NOTE
(Name of Company)
$_________________________ No.________________
On_______________________for value received we promase to pay to
t h e o r d e r o f b e a r e r t h e s u m
of_____________________________DOLLARS payable at the principal
office of ________________________New York, N.Y.
Date Issued_________________________
Countersigned (Name of Company)
as agent
By____________________
By____________________
(Title) (Title)
____________________
(Title)
<PAGE>
Exhibit F
TROUTMAN SANDERS
600 PEACHTREE STREET
ATLANTA, GA 30308
404-885-3000
February 28, 1994
Securities and Exchange Commission
Washington, DC 20549
Re: Statement on Form U-1 of
The Southern Company
File No. 70-8309
Gentlemen:
We are familiar with the statement on Form U-1 referred to above
and are furnishing this opinion with respect to the proposed
borrowing, from time to time prior to April 1, 1996, by The Southern
Company ("Southern") of an aggregate principal amount not to exceed
$500,000,000 at any one time outstanding to be evidenced by notes
payable to lenders or commercial paper in the form of promissory
notes.
We are of the opinion that Southern is a validly organized and
duly existing corporation under the laws of the State of Delaware and
that upon the issuance of your order herein and in the event that the
proposed transactions by Southern are consummated in accordance with
such statement on Form U-1 and such order:
(a) all State laws applicable to such proposed transactions by
Southern will have been complied with;
(b) the notes evidencing such borrowings will be valid and
binding obligations of Southern in accordance with their
terms; and
(c) the consummation of such proposed transactions by Southern
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 above-mentioned statement on Form U-1.
Very truly yours,
/s/ TROUTMAN SANDERS
<PAGE>
THE SOUTHERN COMPANY Exhibit G
Statements of Cash Flows
Estimated for the Years 1994, 1995, and 1996
Year Year Year
1994 1995 1996
(Millions of Dollars
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
(1) The amount and mix of debt and equity capital required each year will be co
opportunities.
(2) Capital contributions to Operating Company Subsidiaries will be the subject
on Form U-1. Investments in other subsidiaries are the subject of Form U-
70-8173, 70-8203 and 70-8233.
mah
02/28/94
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONDENSED STATEMENTS OF INCOME (UNAUDITED)
(Stated in Thousands of Dollars)
For the Twelve Months
Ended September, 1993
OPERATING REVENUES $8,411,656
OPERATING EXPENSES:
Operation--
Fuel 2,224,477
Purchased power 374,021
Proceeds from settlement of
disputed contracts (9,300)
Other 1,421,240
Maintenance 651,190
Depreciation and amortization 788,402
Deferred Plant Vogtle
expenses, net 17,856
Taxes other than income taxes 451,502
Federal and state income taxes 714,680
Total operating expenses 6,634,068
OPERATING INCOME 1,777,588
OTHER INCOME (EXPENSE):
Allowance for equity funds
used during construction 6,898
Interest income 30,292
Other, net (39,322)
Income taxes applicable
to other income 65,251
INCOME BEFORE INTEREST CHARGES 1,840,707
INTEREST CHARGES AND
PREFERRED DIVIDENDS:
Interest on long-term debt 609,782
Allowance for debt funds used
during construction (11,360)
Interest on interim obligations 25,685
Amortization of debt discount,
premium and expense, net 24,112
Other interest charges 86,685
Preferred dividends of
subsidiary companies 95,407
Net interest charges and
preferred dividends 830,311
CONSOLIDATED NET INCOME $1,010,396
AVERAGE NUMBER OF SHARES
OF COMMON STOCK OUTSTANDING (Thousands) 317,677
EARNINGS PER SHARE OF COMMON STOCK $3.18
CASH DIVIDENDS PAID PER SHARE
OF COMMON STOCK $2.26
( ) Denotes red figure.
<PAGE>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONDENSED BALANCE SHEETS
(Stated in Thousands of Dollars)
ASSETS
At September 30,
1993
(Unaudited)
UTILITY PLANT:
Plant in service $27,402,181
Less accumulated provision for
depreciation 8,836,369
18,565,812
Nuclear fuel, at amortized cost 238,894
Construction work in progress 977,808
Total 19,782,514
OTHER PROPERTY AND INVESTMENTS:
Argentina concession agreement,
net of amortization 475,107
Nuclear decommissioning trusts 77,711
Miscellaneous 105,548
Total 658,366
CURRENT ASSETS:
Cash 109,129
Temporary cash investments,
at cost which approximates market 67,206
Special deposits - redemption funds 20,000
Receivables, less accumulated
provisions for uncollectible
accounts of $11,657 1,292,603
Fossil fuel stock, at average cost 268,226
Materials and supplies, at average
cost 544,844
Prepayments 190,765
Miscellaneous 87,674
Total 2,580,447
DEFERRED CHARGES:
Deferred Plant Vogtle costs 522,242
Debt expense and loss, being
amortized 323,681
Deferred fuel commitments 72,409
Deferred recoverable income taxes 1,536,789
Miscellaneous 367,310
Total 2,822,431
TOTAL ASSETS $25,843,758
<PAGE>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONDENSED BALANCE SHEETS
(Stated in Thousands of Dollars)
CAPITALIZATION AND LIABILITIES
At September 30,
1993
(Unaudited)
CAPITALIZATION:
Common stock, par value $5 per share -
Authorized - 1 billion shares;
Outstanding -:
319,914,891 shares $ 1,599,574
Amount paid in for common stock
in excess of par value 3,055,190
Premium on preferred stock 1,529
Earnings retained in the business 3,032,361
7,688,654
Preferred stock 1,302,208
Preferred stock subject to mandatory
redemption 1,500
Long-term debt 7,385,366
Total 16,377,728
CURRENT LIABILITIES:
Preferred stock due within one year 20,560
Long-term debt due within one year 173,229
Notes payable 639,619
Commercial paper 153,506
Accounts payable 606,882
Customer deposits 103,920
Taxes accrued--
Federal and state income 185,703
Other 236,915
Interest accrued 177,311
Vacation pay accrued 88,034
Miscellaneous 226,084
Total 2,611,763
DEFERRED CREDITS AND OTHER LIABILITIES:
Accumulated deferred income taxes 3,900,383
Accumulated deferred investment tax
credits 914,284
Disallowed Plant Vogtle capacity
buyback costs 60,592
Prepaid capacity revenues 145,018
Deferred credits related to income taxes 1,048,931
Miscellaneous 785,059
Total 6,854,267
TOTAL CAPITALIZATION AND LIABILITIES $25,843,758
<PAGE>
