File No. 70-7932
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4 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,
COMPANY INC.
600 Bay Street East 64 Perimeter Center East
Savannah, Georgia 31401 Atlanta, Georgia 30346
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,
64 Perimeter Center East Inc.
Atlanta, Georgia 30346 900 Ashwood Parkway, Suite 500
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
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The Application - Declaration (the "Application"), as
previously amended and restated by Amendment No. 3, is hereby
further amended as follows:
1. Item 1.4 - Performance of Project Related and Other
Services, is hereby amended by adding the following new paragraph
after the second full paragraph thereof:
"In connection with its authorized business activities,
SEI may acquire from non-affiliates or create various types of
Intellectual Property, such as computer software programs,
technical manuals, and other proprietary processes and programs
that are used in power plant design, operations, maintenance and
major overhaul programs, financial modeling, and inventory
management systems, among others. (Subject to the rights of
third parties, such Intellectual Property will be made available
to SCS and the Operating Companies in accordance with the
existing arrangements for sharing of Intellectual Property, which
are described in Item 1.6, below). SEI anticipates that, in
conjunction with providing services to non-affiliates, it may be
necessary or desirable to enter into separate agreements to sell
or license such Intellectual Property."
2. Item 1.4 - Performance of Project Related and Other
Services, is further amended by deleting the paragraph on page 10
of Amendment No. 3 that is numbered "3" and substituting the
following in lieu thereof:
"3. Such Project entity sells electricity at rates
based upon its cost of service, as approved by FERC or any state
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public utility commission having jurisdiction, provided that: (i)
the purchaser of such electricity is not an associate company of
SEI within the Southern System, and (ii) the terms and conditions
(including price) of the contract pursuant to which SEI agrees to
provide such services or goods have been expressly approved by
the holders of a majority of the equity interests of such Project
entity other than Southern or any associate company of Southern."
3. Item 1.7 - Additional Investments in SEI, is hereby
amended by adding the following sentence at the end of the third
paragraph thereof:
"The amount of SEI's expenditures on Development
Activities will be included in Southern's "aggregate investment"
in EWGs and FUCOs for purposes of Rule 53(a) if such activities
culminate in the acquisition of an interest in an EWG or FUCO."
4. Item 1.8 - Indemnification and Performance Guarantees,
is amended by inserting the following new paragraph before the
final paragraph thereof:
"As a further limitation to the foregoing, Southern
states that the aggregate maximum amount of its exposure at any
one time under all performance guarantees or indemnification or
other similar arrangements entered into on behalf of subsidiary
companies that are EWGs or FUCOs shall not exceed $250 million,
and that such amount shall be treated as a part of Southern's
"aggregate investment" in all such entities for purposes of Rule
53(a). At March 31, 1994, Southern's actual and pro forma
"aggregate investment" in all EWGs and FUCOs was $832.3 million,
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or approximately 28.5% of Southern's "consolidated retained
earnings," as defined in Rule 53(a), of $2,924 million.1
Taking into account the full amount of Southern's maximum
aggregate exposure under performance guarantees and
indemnification and other similar arrangements on behalf of EWGs
and FUCOs, as herein proposed, Southern's "aggregate investment"
in such entities on a pro forma basis would be $1082.3 million,
or approximately 37% of "consolidated retained earnings" at March
31, 1994."
5. The second paragraph of Item 3 - Applicable Statutory
Provisions, is deleted in its entirety and the following new
paragraph substituted in lieu thereof:
"The issuance and sale of Notes by SEI and the acquisition
thereof by Southern are subject to Sections 6(a), 7, 9(a), and 10
of the Act. The guaranty by Southern of any such Notes is
subject to Section 12(b) of the Act and Rule 45 thereunder. The
making of cash capital contributions by Southern to SEI
(including the conversion of borrowings by SEI from Southern to
capital contributions) is also subject to Section 12(b) of the
Act and Rule 45 thereunder. The issuance of Notes by SEI for the
purpose of financing an investment in any EWG, and the guarantee
thereof by Southern, are also subject to Section 32 and Rule 53
1 At March 31, 1994, Southern's actual "aggregate
investment" in EWGs and FUCOs was $332.2 million, and its pro
forma "aggregate investment," which assumes full utilization by
Southern of $500 million of the proceeds of common stock sales,
financial guarantees, and/or short-term borrowings to make future
investments in such entities, as authorized in HCAR Nos. 25980
and 26004, was $832.2 million.
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thereunder. In this connection, SEI does not anticipate that its
"aggregate investment," as defined Rule 53(a), in all EWGs and
FUCOs will at any time exceed $2 million. It is proposed herein
that, for purposes of Rule 53(a), the proceeds of any Notes
issued by SEI that are invested in EWGs or FUCOs shall, when
added to the proceeds of common stock or notes issued by Southern
and invested in any such entities, be within the limitations set
forth in HCAR Nos. 25980 and 26004, dated January 25 and March
15, 1994, respectively."
6. The sixth paragraph of Item 3 - Applicable Statutory
Provisions, is hereby amended by adding the following sentence at
the end thereof:
"In addition, the guarantee and/or indemnification by
Southern of performance and other obligations of any Project
affiliate that is an EWG is subject to Section 32 and Rule 53
thereunder."
7. The first sentence of the seventh paragraph of Item 3 -
Applicable Statutory Provisions, is deleted in its entirety and
restated to read as follows:
"The sale of services, including SCN related services,
project related services, and other technical services, by SEI to
non-associate companies, and, in conjunction therewith, the sale
or licensing of Intellectual Property owned or created by SEI to
any such non-associate companies, are subject to Sections 9 and
10 of the Act."
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8. The final paragraph of Item 3 - Applicable Statutory
Provisions, is amended by adding the following sentences thereto:
"In accordance with Rule 53(a)(4), copies of this
Application or Declaration and all amendments hereto and of all
certificates filed pursuant to Rule 24 in this proceeding, as
well as copies of Item 9 of Southern's Form U5S and Exhibits G
and H thereto, have been or will be submitted to the state
utility commissions in Georgia, Alabama, Mississippi and Florida.
Southern will also comply with all other requirements of Rule
53."
9. Item 6 - Exhibits and Financial Statements, is amended
by including the following filed herewith:
(a) Exhibits.
H - Chart showing, as of February 28,
1994, all associate companies of
Southern that are EWGs, FUCOs, and
QFs.
(b) Financial Statements.
(i) Corporate balance sheet of SEI and
statements of earnings retained in
the business and of amount paid in
for common stock in excess of par
value at December 31, 1993. (Filed
in The Southern Company's Form U5S
for the year ended December 31,
1993, File No. 30-222-2.)
(ii) Corporate statement of income of
SEI for the twelve months ended
December 31, 1993. (Filed in The
Southern Company's Form U5S for the
year ended December 31, 1993, File
No. 30-222-2.)
(iii) Net cash flow statement of SEI for
the twelve months ended December
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31, 1993. (Filed in The Southern
Company's Form U5S for the year
ended December 31, 1993, File No.
30-222-2.)
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused
this Amendment No. 4 to be signed on their behalf by the
undersigned thereunto duly authorized.
Dated: May 25, 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
(Signatures continued on next page).
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GULF POWER COMPANY
By:/s/Wayne Boston
Wayne Boston
Assistant Secretary
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
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EXHIBIT H
THE SOUTHERN COMPANY
SEI PROJECT COMPANIES AS OF FEBRUARY 28, 1994
DIRECT SUBS UNDER THE SOUTHERN COMPANY APPEAR IN CAPITAL LETTERS
ENERGIA NUEVO LEON S.A. DE C.V.
FUCO
SOUTHERN ELECTRIC INTERNATIONAL, INC. SEI HOLDINGS, INC.
| FUCO | |
| | | |
| | | |
SEI Operadora de Argentina, S.A. | |
FUCO | |
| |
Asociados de Electricidad,S.A. |
FUCO | |
| |
| |
SEI y Asociados de Argentina, S.A.
FUCO
|
|
Hidroelectrica Alicur , S.A.
FUCO
PAGE 1
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SEI HOLDINGS III, INC.
FUCO
|
|
SEI Chile, S.A.
FUCO
|
|
Empresa Electrica del Norte Grande, S.A.
FUCO
SEI HOLDINGS IV, INC.
FUCO |
| |
| |
Tesro Holding, B.V. SEI Bahamas Argentina II, Inc.
FUCO FUCO (to be dissolved)
SEI HOLDINGS V, INC.
EWG/FUCO
|
|
Desarrollos Petacalco S. de R.L. de C.V. (not yet a Southern Subsidiary)
EWG/FUCO
PAGE 2
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SEI HOLDINGS VI, INC.
EWG |
| |
| |
| SEI Bahamas Argentina I, Inc.
| EWG
| | |
| | |
Invesores de Electricidad, S.A. |
EWG |
| |
| |
SEI Inversora, S.A., EWG (to be dissolved)
SEI HOLDINGS VII, INC. (not yet a Southern Subsidiary)
EWG
|
|
Southern Electric Australia Pty, Ltd (Formerly Meshelfco)
EWG
SOUTHERN ELECTRIC BAHAMAS HOLDINGS, LTD.
FUCO
|
|
Southern Electric Bahamas, Ltd.
FUCO
|
|
Freeport Power Company, Ltd.
FUCO
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SOUTHERN ELECTRIC WHOLESALE GENERATORS, INC.
EWG | |
| | |
| | |
Birchwood Development Corp. SEI Birchwood, Inc. SEI Hawaiian Cogenerators, Inc.
EWG EWG EWG
| | |
| | |
Birchwood Power Partners, L.P. Kalaeloa Partners, Ltd.
EWG/QF QF
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