File No. 70-8277
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Amendment No. 10
(Post-Effective Amendment No. 4)
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:
W. L. Westbrook John D. McLanahan, Esq.
Financial Vice President Troutman Sanders LLP
The Southern Company 600 Peachtree Street, N.E.
64 Perimeter Center East Suite 5200
Atlanta, Georgia 30346 Atlanta, Georgia 30308-2216
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INFORMATION REQUIRED
Post-Effective Amendment No. 1 (Amendment No. 7) to the
Application or Declaration heretofore filed in this proceeding,
as previously amended by Post-Effective Amendment Nos. 2 and 3
(Amendment Nos. 8 and 9), is hereby further amended as follows:
1. Item 1.3, Guarantees, is amended and restated in
its entirety to read as follows:
"Southern requests authority for an increase from $500
million to $1.2 billion in the aggregate principal amount of
securities of EWGs and FUCOs in respect of which Southern may at
any time provide Guarantees, and for an extension of the date
through which such Guarantees may be issued from December 31,
1996 to December 31, 1999, provided that any Guarantee
outstanding on December 31, 1999 would expire or terminate in
accordance with its terms; and provided further that the sum of
(i) the principal amount of securities of EWGs and FUCOs in
respect of which Guarantees are at any time outstanding, (ii) the
net proceeds of sales of the 25 million shares of Additional
Common Stock invested directly or indirectly by Southern in EWGs
and FUCOs, as herein proposed, (iii) the net proceeds of sales of
additional shares of Southern's common stock invested directly or
indirectly in EWGs and FUCOs, as authorized in File No. 70-8435,
and (iv) the proceeds of short-term and term loan borrowings
and/or commercial paper sales by Southern at any time invested in
EWGs and FUCOs, as authorized in File No. 70-8309, shall not,
when added to Southern's direct and indirect "aggregate
investment" in all EWGs and FUCOs, at any time exceed 50% of
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Southern's "consolidated retained earnings" (hereinafter, the
"Rule 53 Limitation"). Southern's "aggregate investment" and
"consolidated retained earnings" shall be determined in
accordance with Rule 53(a). The current Rule 53 Limitation,
which is based on Southern's "consolidated retained earnings" for
the four quarters ended March 31, 1995, and "aggregate
investment" at July 28, 1995, is approximately $903.9 million, as
shown in Item 1.4, below."
2. The second paragraph of Item 1.4, Compliance with
Rule 53, is amended and restated to read as follows:
"Rule 53(a)(1): At July 28, 1995, Southern had
invested, directly or indirectly through Project Parents, an
aggregate of $668.1 million in EWGs and FUCOs. 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, 1995, is $3.144 billion. Accordingly,
the current Rule 53 Limitation is about $903.9 million,
calculated as follows: 50% of "consolidated retained earnings"
($1.572 billion) less "aggregate investment" at July 28, 1995
($668.1 million) equals $903.9 million."
3. Item 2, Fees, Commissions and Expenses, is amended
and restated in its entirety to read as follows:
"The fees, commissions and expenses paid or to be
incurred in connection with the filing of this Post-Effective
Amendment are estimated not to exceed $4,500, which includes the
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Commission's filing fee and the fees of counsel for the
applicant."
4. Item 6, Exhibits and Financial Statements, is
completed with the filing of the following exhibit:
F-1 Opinion of Troutman Sanders LLP
SIGNATURE
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned company has duly
caused this statement to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: July 28, 1995 THE SOUTHERN COMPANY
By: /s/Tommy Chisholm
Tommy Chisholm, Secretary
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Exhibit F-
TROUTMAN SANDERS
600 PEACHTREE STREET, SUITE 5200
ATLANTA, GA 30308
404-885-3000
July 28, 1995
Securities and Exchange Commission
Washington, D.C. 20549
Re: The Southern Company - Post-Effective Amendment
to Application or Declaration (File No. 70-8277)
Ladies and Gentlemen:
We are familiar with Post-Effective Amendment No. 1 to the
statement on Form U-1 referred to above, as amended by Post-
Effective Amendment Nos. 2 through 4, and are furnishing this
opinion with respect to the proposed issuance by The Southern
Company ("Southern") of additional shares of its common stock,
par value $5 per share (the "Stock"), and the making by Southern
of certain guarantees (the "Guarantees") in respect of the
securities of certain of its subsidiaries.
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 or orders
herein, and in the event that the proposed transactions are
consummated in accordance with such statement on Form U-1 and
your order or orders:
(a) all state laws applicable to the proposed
transactions will have been complied with;
(b) upon compliance with the relevant provisions of
the Securities Act of 1933, as amended, and the securities
or "Blue Sky" laws of any jurisdiction applicable thereto,
when certificates for the Stock have been executed by
Southern, countersigned and registered by the transfer agent
and registrar and delivered for a consideration in cash
equal to or greater than the par value of the Stock in
accordance with resolutions duly adopted by the board of
directors of Southern, the Stock will be validly issued,
fully paid and nonassessable shares of Southern and the
holders thereof will be entitled to the rights and
privileges appertaining thereto set forth in the Certificate
of Incorporation of Southern, as amended, defining such
rights and privileges;
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Securities and Exchange Commission
July 28, 1995
Page 2
(c) assuming that any associate company of Southern in
respect to whose securities Southern shall issue any
Guarantee is, at the time of the making of such Guarantee,
either an "exempt wholesale generator" or "foreign utility
company," as defined in the Public Utility Holding Company
Act of 1935, as amended, any such Guarantee will be the
valid and binding obligation of Southern; and
(d) the consummation of the proposed transactions 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 filing of such statement on Form U-1.
Very truly yours,
/s/Troutman Sanders LLP
Troutman Sanders LLP
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